6-K

 

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 April 2024

 

Commission File Number: 001-40401

 

 

Oatly Group AB

(Translation of registrant’s name into English)

 

 

Ångfärjekajen 8

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):

 

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 April 23, 2024, Oatly Group AB (the “Company”) published its Swedish statutory Annual Report for 2023 ("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

 

Exhibit No.

 

Description

 

 

 

99.1

 

Annual Report for 2023

 


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.

 

 

 

Oatly Group AB

 

 

 

 

Date: April 23, 2024

 

By:

/s/ Marie-José David

 

 

 

Marie-José David

 

 

 

Chief Financial Officer

 


EX-99.1

 

 

 

 

 

 

Annual Report

 

and

 

Consolidated Financial Statements

 

for

 

Oatly Group AB (publ)

 

559081-1989

 

Financial year

 

2023

 

 


 

The Board of Directors and Chief Executive Officer (“CEO”) of Oatly Group AB (publ) (“Oatly”, the “Parent Company” or the “Company”, and together with its subsidiaries, the “Group”) hereby present the annual report and consolidated financial statements for the 2023 financial year (the “Annual Report”).

 

The consolidated financial statements have been prepared in U.S. dollars (“USD” or “$”), and all amounts are in thousands of U.S. 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

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

Ownership

Nativus Company Limited owns 45.7% of the Company’s ordinary shares. None of the remaining shareholders own more than 10%. Oatly is listed on the Nasdaq Global Select Market, US.

Significant events during the financial year

Revenue increased by $61.1 million, or 8.5%, to $783.3 million for the year ended December 31, 2023, net of sales discounts, rebates and trade promotions, from $722.2 million for the year ended December 31, 2022, This revenue growth was mainly driven by price increases implemented in EMEA primarily during the first quarter of 2023 and the Americas in the third quarter of 2022, in addition to continued volume growth for our products in EMEA and Americas, respectively. The revenue was negatively impacted by expected declines in the Asia segment due to the decision to refocus into the foodservice channel, resulting in discontinuation of certain lower-margin products and customers across the retail and e-commerce channels. Excluding a foreign currency exchange headwind of $1.6 million, revenue for the twelve months ended December 31, 2023 would have been $785.0 million, or an increase of 8.7%, using constant exchange rates (refer to Non-IFRS Financial Measures section below for tables reconciling revenue as reported to revenue on a constant currency basis). Sold finished goods volume for the twelve months ended December 31, 2023 amounted to 518 million liters compared to 502 million liters for the prior year period, an increase of 3.2%. The produced finished goods volume for the twelve months ended December 31, 2023 amounted to 506 million liters compared to 518 million liters for the same period last year, a decrease of 2.3%.

 

Oatly continues to execute on its strategic priorities focused on achieving profitable growth. These actions are aimed at setting clear priorities for the teams, reducing complexity to increase organizational agility, executing a more asset-light supply chain strategy.

In executing these actions, the company simplified its organizational structure. The Company reviewed the organizational structure to adjust the fixed cost base globally, including employee-related costs, professional services, and other related costs. Oatly has recorded restructuring costs of $14.8 million in 2023 related to these actions (2022: $4.4 million).

 

As a result of the strategic actions and restructuring activities during the year, average employee headcount has decreased compared to the prior year, from 1,880 employees as of December 31, 2022, to 1,775 employees as of December 31, 2023. The number of consultants increased from 402 consultants as of December 31, 2022 to 452 consultants as of December 31, 2023.

 

Oatly currently operate six manufacturing facilities, with two in the United States, one in Sweden, one in the Netherlands, one in China, and one in Singapore. Oatly also has one manufacturing facility in China that is currently under construction, although the Company is evaluating this facility as part of the shift to an asset-light business-model.

 

On March 1, 2023, Oatly consummated the transactions contemplated by a long-term strategic partnership agreement with Ya YA Foods USA LLC, a Delaware limited liability company (“YYF”), entered into on December 30, 2022 to enable our Ogden, Utah facility (the “Ogden Facility”) to be converted to a hybrid manufacturing model. As part of the agreement, YYF acquired a majority of the assets (including mixing and filling equipment) used in the operation and assumed the property lease at Oatly’s production facility in Ogden and responsibility for the completion of construction of the production facility and the lease in Fort Worth. Oatly retained full ownership and operation of proprietary oat base production lines in each facility. For further discussion on the YYF Transaction, see Note 35 Non-current assets held for sale.

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During the fourth quarter 2023, Oatly decided to discontinue the construction of its new production facilities in Peterborough, UK and Dallas-Fort Worth, Texas. The Company recorded $172.6 million in non-cash impairments and $29.0 million in restructuring and other exit costs relating to these production facilities. The Company currently estimate these restructuring and other exit costs to result in no more than $20 million of net cash outflows over the next two fiscal years, after taking into consideration anticipated proceeds from selling certain equipment.

Since the Company’s inception, the operations have been financed primarily through cash generated by the issuance of equity and Convertible Notes (as defined below), and from borrowings under the Company’s credit facilities. The primary requirements for liquidity and capital are to finance working capital, make capital expenditures, invest in organizational capabilities to support profitable growth and for general corporate purposes. The Company is using this combination of financing to fund its business. The Company expects its net capital expenditures for 2024 to be below $75 million, related primarily to investments in its production facilities. The amount and allocation of the future capital expenditures depend on several factors, and the Company’s strategic investment priorities may change. The recent decision to discontinue construction at certain production facilities has impacted the Company’s projected capital expenditures. The Company believe that its sources of liquidity and capital will be sufficient to meet the existing business needs for at least the next 12 months.

On January 25, 2023, a consent letter was entered into in connection with the Sustainable Revolving Credit Facility Agreement (the “SRCF Agreement”) pursuant to which the lenders under the SRCF Agreement agreed that the YYF Transaction (as defined below) shall constitute a permitted disposal for the purposes of the SRCF Agreement.

On March 1, 2023, the Company and its wholly owned subsidiary, Oatly US Operations & Supply Inc., completed the sale of its Ogden Facility and the manufacturing facility being constructed in Dallas-Fort Worth, Texas (the “DFW Facility” and, together with the Ogden Facility, the “Facilities”) to YYF in connection with the establishment of a strategic manufacturing alliance with YYF, pursuant to the terms of that certain asset purchase agreement (the “Asset Purchase Agreement”) with YYF and its parent company Aseptic Beverage Holdings LP, a Delaware limited partnership (“Buyer Parent”), dated December 30, 2022 (collectively, the “YYF Transaction”). Pursuant to the terms and conditions of the Asset Purchase Agreement, YYF acquired a majority of the assets that are used in the operation of the Facilities and assumed the Company’s obligations arising under the real property leases and certain contracts for and related to the Facilities. The Company continues to own all intellectual property related to production of oat base, the Company’s principal, proprietary ingredient for all Oatly products, and the Company continues to own and operate its own equipment, fixtures and supplies associated with its production of oat base at the Facilities. In connection with the YYF Transaction, YYF and the Company also have entered into a contract manufacturing agreement pursuant to which YYF will manufacture certain finished products for the Company, using oat base supplied by Oatly (the “Co-Pack Agreement”).

As consideration for the YYF Transaction, the Company received an aggregate purchase price of approximately $102.6 million. Of this aggregate purchase price, $86.5 million is attributable to the Ogden Facility, of which (a) $72.0 million was paid to the Company through a combination of $52.0 million cash and $20.0 million in the form of a promissory note from the Buyer Parent to the Company, and (b) $14.5 million is in the form of a credit toward future use of shared assets at the Ogden Facility. The remaining $16.1 million of the aggregate purchase price is attributable to the DFW Facility, of which (a) $13.6 million is a credit toward future capital expenditures associated with completion of oat base capacity at the DFW Facility, and (b) $2.5 million is in the form of a credit toward future use of shared assets at the DFW Facility. As part of the consideration for the YYF Transaction, the Buyer Parent issued a promissory note for $20 million to the Company due May 1, 2028 (the “Note”). The interest rate of the Note begins at 8% and escalates an additional 2% each year. The Note is guaranteed by the founder and chief executive officer of the Buyer Parent. The Buyer Parent’s obligation under the Note may be offset by amounts owed to YYF under the Co-Pack Agreement only if such amounts are not paid in accordance with the Co-Pack Agreement. The Note also contains other customary terms and conditions.

On March 6, 2023, the Company held an extraordinary general meeting at its headquarters in Malmö, Sweden. The extraordinary general meeting resolved to revoke the previously given authorization and to authorize the Board of Directors, on one or more occasions during the period until the next annual general meeting, to resolve on new issue of shares, warrants and/or convertible bonds, corresponding to, in total, an amount of maximum $300 million at the time of the issuances. The new issue of shares, warrants and/or convertible bonds was permitted to be performed with or without deviation from the shareholders’ preferential rights.

Further, the extraordinary general meeting resolved to amend the articles of association, subsequently, the limits in the Company’s articles of association regarding share capital and number of shares increased to a maximum of SEK 3,400,000 and 2,000,000,000, respectively.

On March 23, 2023 and April 18, 2023, the Company issued $300 million aggregate principal amount of 9.25% Convertible Senior PIK Notes due 2028 (the notes issued on March 23, 2023, the “U.S. Notes” and the notes issued on April 18, 2023, the “Swedish Notes”

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and, together with the U.S. Notes, the “Original Convertible Notes”). The Original Convertible Notes were issued in two tranches that have substantially identical economic terms. Certain of the Company’s existing shareholders, Nativus Company Limited,Verlinvest S.A. and Blackstone Funds, purchased $200.1 million aggregate principal amount of the Swedish Notes and other institutional investors purchased $99.9 million aggregate principal amount of the U.S. Notes. The investors paid an aggregate purchase price of $291 million, reflecting an original issue discount of 3%. The Original Convertible Notes bear interest at a rate of 9.25% per annum, payable semi-annually in arrears in cash or in payment-in-kind, at the Company’s option, on April 15 and October 15 of each year, beginning on October 15, 2023.

The Original Convertible Notes will mature on September 14, 2028, unless earlier converted by the holders or required to be converted, repurchased or redeemed by the Company. The Original Convertible Notes are convertible at the option of each holder at an initial conversion price of $2.41 per ordinary share or per American depositary share (“ADS”), subject to customary anti-dilution adjustments and a conversion rate reset on March 23, 2024 and March 23, 2025 if the average of the daily volume- weighted average prices of the ADSs for the 30 consecutive trading days immediately preceding March 23, 2024 and March 23, 2025, respectively, is below a specified price. The Company may require conversion of the U.S. Notes and the Swedish Notes if the last reported sale price of the Company’s ADSs equals or exceeds 200% of their conversion price on any 45 trading days during any 90 consecutive day period beginning on or after the third anniversary of the issuance of the U.S. Notes and the Swedish Notes, respectively. The Original Convertible Notes benefit from the same covenants limiting incurrence of financial indebtedness by the Group as are contained in the TLB Credit Agreement (as defined below).

 

On April 18, 2023, we entered into a Term Loan B Credit Agreement (the “TLB Credit Agreement”) with, amongst others, Silver Point Finance LLC as Syndication Agent and Lead Lender, J.P. Morgan SE, as Administrative Agent and Wilmington Trust (London) Limited as Security Agent, including a term loan facility of $130 million. The term of the TLB Credit Agreement is five years from the funding date of the term loan facility, and the term loan facility is subject to 1% amortization per annum paid in quarterly instalments. Borrowings carry an interest rate of Term SOFR plus 7.5% or Base Rate plus 6.5%. Under the TLB Credit Agreement, we are subject to ongoing covenants such as minimum EBITDA, total net leverage ratio and liquidity requirements. The TLB Credit Agreement also contains certain negative covenants, including but not limited to restrictions on indebtedness, limitations on liens, fundamental changes covenant, asset sales covenant, and restricted payments covenant. The debt under the TLB Credit Agreement ranks pari passu with, and shares in the same security and guarantees from material companies in the Group as the EIF Facility (as defined below) and the SRCF Agreement by way of the Intercreditor Agreement (as defined below).

 

On April 18, 2023, the SRCF Agreement was amended and restated whereby, among other things, (i) the term of the SRCF Agreement was reset to three years and six months, with a one year uncommitted extension option, (ii) the lender group under the SRCF Agreement was reduced to JP Morgan SE, BNP Paribas SA, Bankfilial Sverige, Coöperatieve Rabobank U.A. and Nordea Bank Abp, filial i Sverige and the commitments under the SRCF Agreement were reduced to SEK 2,100 million (equivalent of $192.1 million), with an uncommitted incremental revolving facility option of up to SEK 500 million (equivalent of $45.7 million), (iii) the initial margin was reset at 4.00% p.a., (iv) the tangible solvency ratio, minimum EBITDA, minimum liquidity and total net leverage ratio financial covenants were reset, (v) the existing negative covenants were amended to further align with those included in the TLB Credit Agreement, including in relation to incurrence of indebtedness, and (vi) the debt under the SRCF Agreement ranks pari passu with, and shares in the same security and guarantees from the Group as, the EIF Facility and the TLB Credit Agreement by way of the Intercreditor Agreement. As of December 31, 2023, the Group had no utilized loan amounts under the amended SRCF Agreement. As of December 31, 2022, the Group had utilized loan amounts under the previous SRCF agreement of SEK 507 million (equivalent of $48.6 million), including accrued interest.

 

On April 18, 2023, we entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with, amongst others J.P. Morgan SE, as Senior Secured Term Facilities Agent, Wilmington Trust (London) Limited as Senior Secured Revolving Facilities Agent, Wilmington Trust (London) Limited as Common Security Agent and U.S. Bank Trust Company, National Association as trustee in respect of certain Convertible Senior PIK Notes. The Intercreditor Agreement includes customary ranking, enforcement and turnover provisions intended to govern the relationship between the creditor groups.

On May 9, 2023, the Company entered into an agreement with an affiliate of Hillhouse Investment Management Ltd. (“Hillhouse”) to sell an additional $35 million in convertible notes (the “HH Notes” and, together with the Original Convertible Notes, the “Convertible Notes”), resulting in approximately $34 million in financing after reflecting an original issue discount of 3%. The economic terms of the HH Notes are substantially identical to the economic terms of the U.S. Notes except (i) that the HH Notes are convertible at Hillhouse’s option at an initial conversion price of $2.52 per ADS, representing an approximate 17% premium to the last reported sale price of the Company’s ADSs on the Nasdaq Global Market on May 8, 2023, and (ii) with respect to the specified prices in connection with the conversion rate resets of the HH Notes. The conversion price of the HH Notes, before considering customary anti-dilution adjustments, cannot be reset to lower than $1.89 on March 23, 2024 and $1.41 on March 23, 2025. In addition, on May 9, 2023, one of

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the existing holders of Swedish Notes and an affiliate of one of the Company’s shareholders, Verlinvest S.A., agreed to sell and Hillhouse agreed to purchase from Verlinvest S.A. $15 million aggregate principal amount of Swedish Notes (the “Resale Notes”). The purchase and sale of the HH Notes and the Resale Notes closed on May 31, 2023. The HH Notes are also subject to the Intercreditor Agreement

Parent company

Customary group management functions and group wide services are provided via the Parent Company. Net revenues for the Parent Company during the year were 17.4 (341.5) MSEK with loss before tax amounting to 8 976.1 MSEK in 2023, and profit before tax amounting to 2 079.7 MSEK in 2022.

Significant events after the end of the financial year

Effective as of January 1, 2024 the Company has made changes to how it makes strategic decisions and allocates resources among its operating segments. As part of this change the Greater China business will be managed separately from the rest of the Asia business, forming its own operating segment. The rest of the Asia business, including the Singapore manufacturing facility, will be managed together with the current EMEA business, which is now identified as Europe & International. Following these changes the new operating segments are (i) Europe & International, (ii) North America and (iii) Greater China. In addition to the above-described changes, a majority of the research and development expenses, currently part of corporate overhead, will be allocated to the operating segments to align with how resources are being allocated and monitored as of January 1, 2024.

On February 14, 2024, the SRCF Agreement and the TLB Credit Agreement were amended and restated to, among other things, (i) reset the financial covenant levels applying to the minimum EBITDA (including separate testing of the Group’s Europe & International EBITDA, the definition of which has subsequently been corrected by way of subsequent amendment), minimum liquidity and total net leverage ratio financial covenants and, in relation to the SRCF Agreement, the tangible solvency ratio financial covenant, (ii) revise certain financial definitions to permit additional adjustments for the purpose of the calculation of the financial covenants and (iii) provide certain flexibility for disposals of assets relating to the Group’s production facilities in Dallas Fort Worth, Texas, United States of America and Peterborough, United Kingdom. In addition, the existing draw-stop level for the SRCF Agreement, which requires that a certain amount of such facility remains undrawn for as long as the last twelve months’ (“LTM”) consolidated EBITDA of the Group is negative, has been increased from $50 million to $100 million, and the original 24 months’ non-call/make-whole period applying under the TLB Credit Agreement has been reset to apply for the 18 months following the amendment effective date (for the avoidance of doubt, the subsequent 12 months’ prepayment fee period still applies after the end of such 18-month period).

Under the amended SRCF Agreement and TLB Credit Agreement, the total net leverage ratio financial covenant, tested in respect of the LTM period ending on each quarter date, will start to apply in respect of the LTM period ending on 31 December 2026 and the applicable financial covenant level will be 4.50:1, stepping down to 3.50:1 for each LTM period ending in 2027 and to 3.00:1 for each LTM period in 2028. The reset quarterly tangible solvency ratio financial covenant level applying under the amended SRCF Agreement is 30%.

On February 14, 2024, the EIF Facility (as defined below) was amended and restated to, where and to the extent applicable, implement equivalent amendments (in particular to the financial covenants and negative covenants) as those made to the SRCF Agreement on February 14, 2024.

 

Expected future development and significant risks and uncertainties

 

Our business continues to be exposed to the effects of the current global macroeconomic environment. We continue to maintain a global focus on the controllable aspects of our business while navigating the challenging operating environment. Our fiscal 2023 revenue growth reflects solid demand for our products despite ongoing uncertainty in the global economy. We will continue to closely monitor macroeconomic conditions, including potential impacts of inflation and rising interest rates on consumer behavior.

 

During the first half of 2023, we managed through the continued impacts of restrictions related to the COVID-19 pandemic, particularly in China. At the beginning of the third quarter of fiscal 2023, the government-mandated restrictions were lifted in China. The impact of the Covid-19 pandemic on our business is expected to continue for some time to come.

 

Higher input costs negatively impacted our results in 2023. To offset these headwinds, we have executed on a combination of strategic pricing actions, product and customer mix management, operational improvements in our supply chain, and reductions in our overhead costs. We will continue to closely monitor the prices of our input costs and look for additional ways to offset the impact on our business.

 

The Russian invasion of Ukraine in February 2022 has caused a negative impact on the global economy. Oatly does not directly procure goods or services from Russia or Ukraine. Further sanctions, bans or other economic actions in response to the ongoing conflict in Ukraine or in response to any other global conflict could result in an increase in costs, further disruptions to our supply chain, and a lack

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of consumer confidence resulting in reduced demand. While the extent of such items is not presently known, any of them could negatively impact our business, results of operations, and financial condition.

 

We estimate that we will invest less than $75 million in 2024 related to the facilities under construction and/or under strategic planning discussions, as well as regular maintenance and efficiency investments for our existing facilities.

 

Innovation

 

Oatly works extensively with innovation. Since inception, our innovation goal has been to build the best possible form of milk and other dairy products for humans and our planet. Through our more than 25-year history of making oat products, we have developed a deep expertise around oats and production craftsmanship. We believe we are well positioned to leverage science to address key societal problems and maintain our market leadership in plant-based dairy.

 

Today, we have a global Food Innovation team with a central technology development team in Sweden, and globally-led but regionally-executed product development teams in the Americas, EMEA and Asia. To further strengthen our capabilities, in 2023 we established a Research and Innovation Center in Sweden where we partner with leading scientists and industry experts to ensure we stay at the forefront of oat expertise and human health. Through this set-up, we are efficiently building deep technology know-how and expertise, as well as ensuring that our products are developed close to consumers, according to locally relevant consumer preferences. Given one of our key focuses is building a broad and relevant product portfolio within plant-based dairy, we continuously explore and enter new product categories, making the change to plant-based easy for the consumers. We strive to create great, sustainable, delicious and nutritious food with optimal taste, functionality and texture.

 

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. See Note 3 Financial risk management 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 when production exceeds 75,000 tons per calendar year and for the handling of treatment for the operation’s process wastewater.

 

Since December 2020, we have used the existing 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 processed wastewater. The initial license to discharge processed wastewater to the municipal wastewater treatment plant has now expired and all processed wastewater has been treated in the Company’s own wastewater treatment plant since 22 December, 2021. The processed wastewater is discharged to the municipal treatment plant “Lundåkrabassängen” in accordance with the license.

 

Up until December 22, 2023, there have been specific limited values in the permit for the operations that must be complied with. After this date, the operations have to follow similar, but slightly more strict conditions regarding the process of wastewater and which the Group complies with. During summer and autumn 2023, the Group has planned for changes in the equipment that generates steam to the operations. The necessary notifications have been issued and we are working on a change notification regarding certain conditions of the permit relating to the steam production.


Additionally, the Group also has operations subject to permits in the US, the UK, the Netherlands, Singapore and China related to the carried-out production.

In 2023, all operating licenses, permits, and other authorizations are approved for current operations in Millville. Millville has the necessary FDA Food Facility Registration, registration number and the Certificate of Registration for Food Establishment from the Department of Health New Jersey.

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Millville has applied for an update of the following licenses: Air Permit License for Oats silo, a General Air Permit, Air permit for Multi-cracker, Waste Water Discharge permit NJDEP, Vegetative Waste permit for sludge and Oat-fiber waste, Boiler Operation Permit, Storm Water permit. For 2023, Millville completed their BRC unannounced audit in February 2023 (one non-conformance with AA+ rating) and again in August 2023 the second BRC announced Audit (0 non-conformance, rating AA+)

In 2023 Ogden had 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.

For 2023, Ogden will keep these registrations and YYF will apply for their own relevant registrations from the FDA and the State of Utah.

Ogden has a wastewater permit that allows for expanded volume. As of March 1, 2023, YYF will be responsible for maintaining the required wastewater & air permit licenses for Ogden and Oatly will not maintain any such permits or licenses.

Ogden completed their BRC audit in January 2023 (Four minor non-conformances with AA rating) then again in December 2023 (with 2 minors and “AA” rating).

Landskrona and Vlissingen have licenses, permits and other authorizations necessary to support current operations and anticipated growth. The renewed BRC certificate for Landskrona was obtained in April 2023 and the next audit will be performed in March 2024; the current certificate expires May 27, 2024.The organic certification was renewed until December 31, 2024. Vlissingen had the renewed BRC-certification in June 2023 and will have the next audit in July 2024; the current certificate expires August 23, 2024. Vlissingen also renewed the Organic, Kosher, Halal and GMP+ certificates.

The permit process stopped at the UK site during the year.

The Singapore Factory obtained the production permit in March 2021, which is renewed annually according to government requirements. The current permit is valid until 31 March 2024. The BRC certificate was issued in January 2022 and recently renewed in November 2023. A halal certificate was obtained in January 2022. Oatly passed the renew audit in December 2023 and with issuing certificate in January 2024.

The Ma’anshan Factory obtained the production license in September 2021 that will be effective for five years. In November 2023, the Ma’anshan Factory updated the production license for new categories expansion including coffee beverages and vegetable cream. The license will be effective for five years.

The Ma’anshan Factory passed BRCGS and FSSC22000 renewal audit in February 2023. The Ma’anshan Factory obtained the certificate of export food production enterprise in 2023 which will be long-term effective. Further, the Ma’anshan Factory obtained the EU organic certificate and China organic certificate for organic oatmilk in September 2023 that will be effective for one year.

 

Environmental impact

 

Sustainability is at the core of our business. Our vision is to be a company that leads a global movement to reduce human consumption of cow’s milk by half. In general, oatmilk leads to fewer greenhouse gas emissions compared to cow’s milk. Specifically, based on certain product-level calculations we have commissioned in Europe and on additional studies, we generally see that oatmilk products have a significantly lower climate (CO2equivalent) impact relative to comparable dairy products.

 

Sustainability report

 

A sustainability report is separately published at www.oatly.com.The report gives 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

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Group (TUSD)

 

2023

 

 

2022

 

 

2021

 

Revenue

 

 

783,348

 

 

 

722,238

 

 

 

643,190

 

Loss before tax

 

 

(408,165

)

 

 

(397,394

)

 

 

(215,048

)

Total assets

 

 

1,116,971

 

 

 

1,225,197

 

 

 

1,628,912

 

Equity/asset ratio* (%)

 

 

30.1

%

 

 

64.6

%

 

 

76.4

%

Average number of employees

 

 

1,775

 

 

 

1,880

 

 

 

1,280

 

 

* Total equity as a percentage of total assets.

Proposed appropriation of profits

The Board of Directors proposes that profits available for disposal (SEK)

 

 

 

Share premium reserve

 

 

13,126,053,252

 

Retained earnings

 

 

2,520,923,127

 

Profit of the year

 

 

(9,057,145,414

)

 

 

 

6,589,830,966

 

 

 

 

 

be appropriated as follows to be carried forward

 

 

6,589,830,966

 

 

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.

 

 

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CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended December 31

 

Note

 

 

2023

 

 

2022

 

(in thousands of U.S. dollars, except share and per share data)

 

 

 

 

 

 

 

 

 

Revenue

 

 

5

 

 

 

783,348

 

 

 

722,238

 

Cost of goods sold

 

 

 

 

 

(631,265

)

 

 

(642,211

)

Gross profit

 

 

 

 

 

152,083

 

 

 

80,027

 

Research and development expenses

 

 

 

 

 

(21,047

)

 

 

(22,262

)

Selling, general and administrative expenses

 

 

 

 

 

(373,396

)

 

 

(412,799

)

Other operating income and (expenses), net

 

 

10

 

 

 

(214,652

)

 

 

(40,951

)

Operating loss

 

 

 

 

 

(457,012

)

 

 

(395,985

)

Finance income

 

 

11

 

 

 

117,876

 

 

 

15,256

 

Finance expenses

 

 

11

 

 

 

(69,029

)

 

 

(16,665

)

Loss before tax

 

 

 

 

 

(408,165

)

 

 

(397,394

)

Income tax (expense)/benefit

 

 

13

 

 

 

(8,895

)

 

 

4,827

 

Loss for the year

 

 

 

 

 

(417,060

)

 

 

(392,567

)

Attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of the parent

 

 

 

 

 

(416,874

)

 

 

(392,567

)

Non-controlling interests

 

 

 

 

 

(186

)

 

 

 

Loss per share, attributable to shareholders of the parent:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

33

 

 

 

(0.70

)

 

 

(0.66

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

33

 

 

 

593,600,863

 

 

 

592,031,935

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

9


 

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

For the year ended December 31

 

Note

 

2023

 

 

2022

 

(in thousands of U.S. dollars)

 

 

 

 

 

 

 

 

Loss for the year

 

 

 

 

(417,060

)

 

 

(392,567

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

Items that may be subsequently reclassified to consolidated statement of operations (net of tax):

 

 

 

 

 

 

 

 

Exchange differences from translation of foreign operations

 

 

 

 

10,935

 

 

 

(96,997

)

Items that will not be subsequently reclassified to consolidated statement of operations (net of tax):

 

 

 

 

 

 

 

 

Fair value changes on Convertible Notes attributable to changes in credit risks

 

19

 

 

(72,656

)

 

 

 

Total other comprehensive loss for the year

 

 

 

 

(61,721

)

 

 

(96,997

)

Total comprehensive loss for the year

 

 

 

 

(478,781

)

 

 

(489,564

)

Attributable to:

 

 

 

 

 

 

 

 

Shareholders of the parent

 

 

 

 

(478,595

)

 

 

(489,564

)

Non-controlling interests

 

 

 

 

(186

)

 

 

 

The accompanying Notes are an integral part of these consolidated financial statements.

 

 

10


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended December 31

 

Note

 

2023

 

 

2022

 

(in thousands of U.S. dollars)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Intangible assets

 

15

 

 

130,326

 

 

 

127,688

 

Property, plant and equipment

 

16

 

 

360,286

 

 

 

492,952

 

Right-of-use assets

 

17

 

 

88,393

 

 

 

108,598

 

Other non-current receivables

 

18

 

 

44,378

 

 

 

7,848

 

Deferred tax assets

 

13

 

 

10,203

 

 

 

5,860

 

Total non-current assets

 

 

 

 

633,586

 

 

 

742,946

 

Current assets

 

 

 

 

 

 

 

 

Inventories

 

20

 

 

67,882

 

 

 

114,475

 

Trade receivables

 

21

 

 

112,951

 

 

 

100,955

 

Current tax assets

 

 

 

 

2,505

 

 

 

243

 

Other current receivables

 

22

 

 

33,820

 

 

 

17,818

 

Prepaid expenses

 

23

 

 

16,928

 

 

 

23,413

 

Cash and cash equivalents

 

24

 

 

249,299

 

 

 

82,644

 

 

 

 

 

 

483,385

 

 

 

339,548

 

Assets held for sale

 

35

 

 

 

 

 

142,703

 

Total current assets

 

 

 

 

483,385

 

 

 

482,251

 

TOTAL ASSETS

 

 

 

 

1,116,971

 

 

 

1,225,197

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

Equity

 

25

 

 

 

 

 

 

Share capital

 

 

 

 

105

 

 

105

 

Treasury shares

 

 

 

 

(0

)

 

 

(0

)

Other contributed capital

 

 

 

 

1,628,045

 

 

 

1,628,045

 

Other reserves

 

 

 

 

(233,204

)

 

 

(171,483

)

Accumulated deficit

 

 

 

 

(1,060,952

)

 

 

(665,524

)

Equity attributable to shareholders of the parent

 

 

 

 

333,994

 

 

 

791,143

 

Non-controlling interests

 

 

 

 

1,787

 

 

 

 

Total equity

 

 

 

 

335,781

 

 

 

791,143

 

Liabilities

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Lease liabilities

 

17

 

 

72,570

 

 

 

82,285

 

Liabilities to credit institutions

 

26

 

 

114,249

 

 

 

2,668

 

Provisions

 

27

 

 

10,716

 

 

 

7,194

 

Total non-current liabilities

 

 

 

 

197,535

 

 

 

92,147

 

Current liabilities

 

 

 

 

 

 

 

 

Lease liabilities

 

17

 

 

16,432

 

 

 

16,823

 

Convertible Notes

 

19,28

 

 

323,528

 

 

 

 

Liabilities to credit institutions

 

26

 

 

6,056

 

 

 

49,922

 

Trade payables

 

 

 

 

64,368

 

 

 

82,516

 

Current tax liabilities

 

 

 

 

2,732

 

 

 

5,515

 

Other current liabilities

 

29

 

 

13,873

 

 

 

11,823

 

Accrued expenses

 

30

 

 

121,338

 

 

 

123,037

 

Provisions

 

27

 

 

35,328

 

 

 

3,800

 

 

 

 

 

 

583,655

 

 

 

293,436

 

Liabilities directly associated with the assets held for sale

 

35

 

 

 

 

 

48,471

 

Total current liabilities

 

 

 

 

583,655

 

 

 

341,907

 

Total liabilities

 

 

 

 

781,190

 

 

 

434,054

 

TOTAL EQUITY AND LIABILITIES

 

 

 

 

1,116,971

 

 

 

1,225,197

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

11


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

Attributable to shareholders of the parent

 

(in thousands of U.S. dollars)

 

Note

 

Share capital

 

 

Treasury shares

 

 

Other contributed capital

 

 

Other reserves

 

 

Accumulated deficit

 

 

Equity attributable to shareholders of the parent

 

 

Non-controlling interests

 

 

Total equity

 

Balance at January 1, 2022

 

 

 

 

105

 

 

 

 

 

 

1,628,103

 

 

 

(74,486

)

 

 

(308,423

)

 

 

1,245,299

 

 

 

 

 

 

1,245,299

 

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(392,567

)

 

 

(392,567

)

 

 

 

 

 

(392,567

)

Other comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,997

)

 

 

 

 

 

(96,997

)

 

 

 

 

 

(96,997

)

Total comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

(96,997

)

 

 

(392,567

)

 

 

(489,564

)

 

 

 

 

 

(489,564

)

Issue of shares

 

 

 

 

0

 

 

 

(0

)

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

Redemption of warrants

 

 

 

 

 

 

 

 

 

 

(58

)

 

 

 

 

 

 

 

 

(58

)

 

 

 

 

 

(58

)

Share-based payments

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,466

 

 

 

35,466

 

 

 

 

 

 

35,466

 

Balance at December 31, 2022

 

 

 

 

105

 

 

 

(0

)

 

 

1,628,045

 

 

 

(171,483

)

 

 

(665,524

)

 

 

791,143

 

 

 

 

 

 

791,143

 

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(416,874

)

 

 

(416,874

)

 

 

(186

)

 

 

(417,060

)

Other comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,721

)

 

 

 

 

 

(61,721

)

 

 

 

 

 

(61,721

)

Total comprehensive loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,721

)

 

 

(416,874

)

 

 

(478,595

)

 

 

(186

)

 

 

(478,781

)

Issue of shares

 

 

 

 

0

 

 

 

(0

)

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

Share issue in subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,973

 

 

 

1,973

 

Share-based payments

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,446

 

 

 

21,446

 

 

 

 

 

 

21,446

 

Balance at December 31, 2023

 

 

 

 

105

 

 

 

(0

)

 

 

1,628,045

 

 

 

(233,204

)

 

 

(1,060,952

)

 

 

333,994

 

 

 

1,787

 

 

 

335,781

 

The accompanying notes are an integral part of these consolidated financial statements.

 

12


 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended December 31

 

Note

 

 

2023

 

 

2022

 

(in thousands of U.S. dollars)

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

(417,060

)

 

 

(392,567

)

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

 

15,16,17

 

 

 

51,702

 

 

 

48,315

 

—Impairment of property, plant and equipment and right-of-use assets and intangible assets

 

15,16,17

 

 

 

1,828

 

 

 

285

 

—Impairment loss/(gain) on trade receivables

 

21

 

 

 

611

 

 

 

3,088

 

—Write-down of inventories

 

 

 

 

 

16,981

 

 

 

28,839

 

—Share-based payments expense

 

9

 

 

 

21,446

 

 

 

35,466

 

—Movements in provisions

 

 

 

 

 

36,341

 

 

 

3,800

 

—Finance income

 

11

 

 

 

(117,876

)

 

 

(15,256

)

—Finance expenses

 

11

 

 

 

69,029

 

 

 

16,665

 

—Income tax expense/(benefit)

 

13

 

 

 

8,895

 

 

 

(4,827

)

—Loss/(gain) on disposal of property, plant and equipment and intangible assets

 

16

 

 

 

675

 

 

 

(932

)

—Impairment related to assets held for sale

 

 

 

 

 

 

 

 

38,293

 

—Impairment related to discontinued construction of production facilities

 

 

 

 

 

172,588

 

 

 

 

—Other

 

 

 

 

 

 

 

 

(226

)

Interest received

 

 

 

 

 

9,630

 

 

 

2,145

 

Interest paid

 

 

 

 

 

(20,504

)

 

 

(12,875

)

Income tax paid

 

 

 

 

 

(18,098

)

 

 

(2,960

)

Changes in working capital:

 

 

 

 

 

 

 

 

 

—Decrease/(increase) in inventories

 

 

 

 

 

30,543

 

 

 

(55,018

)

—(Increase)/decrease in trade receivables, other current receivables, prepaid expenses

 

 

 

 

 

(2,502

)

 

 

6,991

 

—(Decrease)/increase in trade payables, other current liabilities, accrued expenses

 

 

 

 

 

(9,855

)

 

 

31,828

 

Net cash flows used in operating activities

 

 

 

 

 

(165,626

)

 

 

(268,946

)

Investing activities

 

 

 

 

 

 

 

 

 

Purchase of intangible assets

 

 

15

 

 

 

(2,950

)

 

 

(4,510

)

Purchase of property, plant and equipment

 

 

16

 

 

 

(66,095

)

 

 

(201,655

)

Investments in financial assets

 

 

 

 

 

(1,651

)

 

 

 

Proceeds from short-term investments

 

 

19

 

 

 

 

 

 

240,959

 

Proceeds from sale of assets held for sale

 

 

 

 

 

43,998

 

 

 

 

Net cash flows (used in)/from investing activities

 

 

 

 

 

(26,698

)

 

 

34,794

 

Financing activities

 

 

 

 

 

 

 

 

 

Proceeds from Convertible Notes

 

19,28

 

 

 

324,950

 

 

 

 

Proceeds from liabilities to credit institutions

 

26,32

 

 

 

176,854

 

 

 

47,850

 

Repayment of liabilities to credit institutions

 

26,32

 

 

 

(102,848

)

 

 

(1,032

)

Repayment of lease liabilities

 

17,32

 

 

 

(11,411

)

 

 

(10,899

)

Payment of loan transaction costs

 

 

 

 

 

(32,550

)

 

 

 

Cash flows from financing activities

 

 

 

 

 

354,995

 

 

 

35,919

 

Net increase/(decrease) in cash and cash equivalents

 

 

 

 

 

162,671

 

 

 

(198,233

)

Cash and cash equivalents at January 1

 

 

 

 

 

82,644

 

 

 

295,572

 

Exchange rate differences in cash and cash equivalents

 

 

 

 

 

3,984

 

 

 

(14,695

)

Cash and cash equivalents at December 31

 

 

24

 

 

 

249,299

 

 

 

82,644

 

The accompanying notes are an integral part of these consolidated financial statements.

 

13


 

Notes to the consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
 

1.
Corporate information

 

These financial statements are consolidated financial statements for the Group. A list of the principal subsidiaries is included in Note 14 Investments in subsidiaries.

 

Oatly is a public limited company incorporated and domiciled in Sweden. The Company’s registered office is located at Ångfärjekajen 8, Malmö, Sweden. Oatly is listed on Nasdaq Global Select Market, US, and is traded under the ticker OTLY.

 

The Group manufactures, distributes and sells oat-based products.

 

These consolidated financial statements were authorized for issue by the Board of Directors on April 19, 2024. The Consolidated Income Statement and Consolidated Balance Sheet and the income statement and balance sheet for the Parent Company will be submitted to the Annual General Meeting on May 15, 2024, for approval.

2.
Summary of accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied unless otherwise stated. All amounts are in thousands of U.S. dollars unless otherwise stated. All references in these financial statements to “$” or “USD” are to U.S. dollars, all references to “SEK” are to Swedish Kronor, all references to “€” or “EUR” are to Euro and all references to “CNY” are to Chinese Yuan.

The functional currency of the Parent Company is SEK. All amounts are in thousands of SEK for the financial statements of the Parent Company unless otherwise stated. All references in these financial statements to “$” or “USD” are to U.S. dollars, all references to “SEK” are to Swedish Kronor, all references to “€” or “EUR” are to Euro and all references to “CNY” are to Chinese Yuan.

2.1.
Basis of preparation

The consolidated financial statements of the Company have been prepared in accordance with the Swedish Annual Accounts Act, RFR 1 Supplementary Accounting Rules for Groups, issued by the Swedish Financial Reporting Board and International Financial Reporting Standards (“IFRS”) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) as endorsed by the European Union.

 

The preparation of the consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4 Significant accounting judgments estimates and assessments. The consolidated financial statements have been prepared using the cost method except for short-term investments, derivative instruments, and Convertible Notes measured at fair value.

New and amended standards and interpretations

Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2

On January 1, 2023, the Group adopted the amendment to IAS 1 (“IAS 1 Amendment”) which provides guidance and examples to help entities apply materiality judgments to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their “significant” accounting policies with a requirement to disclose their “material” accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The adoption of IAS 1 Amendment did not have a material impact on the accounting policy disclosures in the consolidated financial statements.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

On January 1, 2023, the Group adopted the amendment to IAS 12 Income Taxes (“IAS 12 Amendment”) which requires recognition of deferred taxes on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. This amendment applies to differences associated with right-of-use assets, lease liabilities and decommissioning obligations. This amendment is applied to transactions that occurred on or after the beginning of the earliest comparative period presented. The adoption of the IAS 12 Amendment did not have a material impact on the consolidated financial statements.

14


 

New standards and interpretations issued not yet effective

Classification of Liabilities as Current or Non-current – Amendments to IAS 1 and Non-current Liabilities with Covenants – Amendments to IAS 1

In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 Presentation of Financial Statements to specify the requirements for classifying liabilities as current or non-current. In November 2022, the IASB issued further amendments delaying the effective date to annual reporting periods beginning on or after January 1, 2024. The amendments are required to be applied on a retrospective basis. The amendments will require the Group to classify the Convertible Notes as current liabilities, even if no noteholder actually requires the Company to exchange their notes. The Group has chosen early adoption of this amendment and has classified the Convertible Notes as current liabilities as at December 31, 2023.

There are no other new or amended standards that are expected to have a material impact on the Group in the current or future reporting periods nor on foreseeable future transactions.

2.2.
Basis of consolidation

Subsidiaries are all companies over which the Group has control. The Group has control over a company when it is exposed to or has a right to variable returns from its participation in the company and has the possibility to influence the return through its participation in the company. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

2.3.
Segment reporting

The operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The CEO is the chief operating decision maker and evaluates financial position and performance and makes strategic decisions. The CEO monitors the Group’s performance from a geographic perspective through the reportable segments EMEA, Asia and Americas. No operating segments have been aggregated to form the reportable segments.

The CEO primarily uses a measure of earnings before interest, tax, depreciation and amortization (“EBITDA”), and earnings for the period adjusted to exclude, when applicable, income tax expense, finance expenses, finance income, depreciation and amortization expense, share-based compensation expense, restructuring costs, asset impairment charges and other costs related to discontinued construction of production facilities, asset impairment charge and other costs related to assets held for sale, costs related to legal settlement, and non-controlling interests (“Adjusted EBITDA”), to assess the performance of the operating segments.

2.4.
Foreign currency translation

Functional currency and presentation currency

The entities in the Group have the local currency as their functional currency, as the local currency has been defined as the primary economic environment in which each entity operates. The Group’s presentation currency is U.S. dollars. The Parent Company’s presentation currency is Swedish krona (SEK).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the transaction dates. Foreign exchange rate profits and losses from the settlement of such transactions and the translation of monetary assets and liabilities in foreign currencies using the exchange rates prevailing at the reporting date are recognized in operating loss in the consolidated statement of operations.

Foreign exchange rate profits and losses attributable to the financing of the Group are recognized in the consolidated statement of operations as finance income and finance costs. All other foreign exchange rate profits and losses are recognized under other operating income and (expenses), net.

 

Translation of foreign group companies

15


 

The results and financial position for all companies with a functional currency other than the presentation currency are translated into the Group’s reporting currency. Assets and liabilities are translated from the foreign operation’s functional currency to the Group’s reporting currency using the exchange rates prevailing at the reporting date. Income and expenses for each consolidated statement of operations and consolidated statement of comprehensive loss are translated to USD using the average exchange rate for the period. Foreign exchange differences arising from the currency translation of foreign operations are recognized in other comprehensive loss. Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities in these operations and are translated to the reporting currency using the exchange rate at the reporting date.

In the consolidated accounts, exchange rate differences attributable to monetary items that form part of the net investment in foreign operations are recognized in other comprehensive loss and are reclassified from equity to the consolidated statement of operations when the foreign operation is divested in whole or in part.

2.5.
Revenue recognition

The Group’s principles for recognition of revenue from customer contracts are presented below.

Sale of goods

Revenue from contracts with customers consists of sales of goods. Revenue from the sale of goods is recognized at the point in time when control of goods has transferred to the customer, being when the products are delivered to the customer, the customer has full discretion over the channel to sell the goods, and there is no unfulfilled obligation that could affect the customer’s acceptance of the goods. Delivery occurs when the products are shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer and either the customer has accepted the products in accordance with the sales contract or the Group has objective evidence that all criteria for acceptance have been satisfied.

Revenue from contracts with customers is measured at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. Presented revenue excludes VAT and other sales taxes. The Group considers if contracts include other promises that constitute separate performance obligations to which a portion of the transaction price needs to be allocated. The Group considers the effects of variable consideration in determining the transaction price. The Group is acting as principal in its revenue arrangements because the Group maintains control of the goods until they are transferred to the customers.

Variable consideration and other consideration

The transaction price is adjusted for estimates of known or expected variable consideration, which includes, but is not limited to, trade promotion activities, slotting and listing fees, cash discounts, product returns, and penalties. Variable consideration is recorded as a reduction to revenue based on amounts the Group expects to be liable for. Estimates of variable consideration are based on a number of factors, including current contract sales terms and estimated units sold. Estimates are reviewed regularly until the incentives or product returns are realized and the impact of any adjustments are recognized in the period the adjustments are identified.

The Group accounts for consideration payable to a customer as a reduction of the transaction, unless the payment to the customer is in exchange for a distinct good or service that the customer transfers to the Group.

Contract costs

The Group incurs expenses for sales commissions to third parties to obtain customer contracts. Sales commissions are recognized in the consolidated statement of operations, in selling, general and administration expenses. The Group applies the practical expedient that permits the Group to expense the costs to obtain a contract as incurred when the expected amortization period is one year or less.

Cost of goods sold

Cost of goods sold consists primarily of the cost of oats and other raw materials, product packaging, co-manufacturing fees, direct labor and associated overhead costs and property, plant and equipment depreciation. Cost of goods sold also includes warehousing and transportation of inventory.

 

 

Research and development expenses

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Research and development expenses consist primarily of personnel related expenses for research and development staff, including salaries, benefits and bonuses, but also third-party consultancy fees and expenses incurred related to product trial runs. Research and development efforts are focused on enhancements to existing product formulations and production processes in addition to the development of new products.

Selling, general and administrative expenses

Selling, general and administrative expenses include primarily personnel related expenses, brand awareness and advertising costs, costs associated with consumer promotions, product samples and sales aids. These also include customer distribution costs, i.e., outbound shipping and handling costs for finished goods, and other functional related selling and marketing expenses, depreciation and amortization expense on non-manufacturing assets and other miscellaneous operating items. Customer distribution costs for the year ended December 31, 2023 amounted to $51.7 million (2022: $61.3 million) Selling, general and administrative expenses also include auditor fees and other third-party consultancy fees, expenses related to management, finance and accounting, information technology, human resources and other office functions.

Other operating income and (expense), net

Other operating income and (expenses), net consists primarily of impairment charges related to assets held for sale and net foreign exchange gains/(losses) on operating related activities.

Finance income

Finance income primarily consists of impact from fair value changes on Convertible Notes, interest income from cash in bank accounts and short-term deposits, and net foreign exchange gains attributable to external and internal financing arrangements. Finance income is recognized with the application of the effective interest method.

Finance expenses

Finance expenses primarily consists of interest expenses on Convertible Notes, interest expenses on loans from credit institutions and other financial expenses primarily consisting of transaction costs.

Income tax benefit/(expense)

Income tax benefit/(expense) represents both current and deferred income tax expenses. Current tax expenses primarily represent income taxes based on income in multiple foreign jurisdictions.

2.6.
Current versus non-current classification

The Group presents assets and liabilities in the consolidated statement of financial position based on current/ non-current classification. An asset is current when it is:

expected to be realized or intended to be sold or consumed in the normal operating cycle,
held primarily for the purpose of trading,
expected to be realized within twelve months after the reporting period, or
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current. A liability is current when:

it is expected to be settled in the normal operating cycle,
it is held primarily for the purpose of trading,
it is due to be settled within twelve months after the reporting period, or
there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

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2.7.
Leases

As lessee

The Group’s leases pertain to land and buildings, and plant and machinery. Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Liabilities arising from a lease are initially measured on a present value basis.

Lease liabilities include the net present value of the following lease payments:

fixed payments (including in-substance fixed payments), less any lease incentives receivable variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date,
amounts expected to be payable by the Group under residual value guarantees,
the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is the case for leases in the Group, the lessee’s incremental borrowing rate is used, which is the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security, and conditions.

To determine the incremental borrowing rate, the Group:

uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk, and
makes adjustments specific to the lease, e.g., term, country, currency and security.

The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

the amount of the initial measurement of lease liability,
any lease payments made at or before the commencement date less any lease incentives received,
any initial direct costs,
restoration costs, and
extension options.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

 

 

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2.8.
Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.

Current income tax is recognized in the consolidated statement of operations except for tax attributable to items that are recognized in other comprehensive loss or directly in equity. In such cases, tax is also recognized in other comprehensive loss and equity, respectively.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is recognized for all temporary differences that arise between the taxable value of assets and liabilities and their carrying values in the consolidated financial statements. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects at the reporting date to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets are recognized to the extent that it is probable that there will be future taxable surpluses against which the temporary differences can be utilized.

Deferred tax assets and tax liabilities are offset when there is a legal right to offset for current tax assets and tax liabilities, and when the deferred tax assets and tax liabilities are attributable to taxes charged by the same tax authorities and are either attributable to the same tax subject or different tax subjects, where there is an intention to settle the balances through net payments.

Deferred tax relating to items recognized outside the consolidated statement of operations is recognized outside the consolidated statement of operations. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive loss or directly in equity.

 

2.9.
Intangible assets

Goodwill

Goodwill arises at the acquisition of businesses and consists of the amount by which the consideration, any non-controlling interest in the acquired company and fair value at the acquisition dates of previous shareholdings, exceeds the fair value of identifiable net assets acquired.

In order to perform impairment tests, goodwill acquired in a business combination is allocated to cash generating units or groups of cash generating units that are expected to benefit with synergies from the acquisition. Each unit or group of units to which goodwill has been allocated correspond to the lowest level in the Group for which goodwill is monitored. The Group monitors goodwill at the operating segment level for internal purposes, consistent with the way it assesses performance and allocates resources. The goodwill is allocated to the EMEA segment.

Other intangible assets

Capitalized expenditure for development activities

Expenditure for development and testing of new or significantly improved materials, products, processes or systems are recognized as an asset in the consolidated statement of financial position if the following criteria are met:

it is technically feasible to complete the asset so that it will be available for use,
it is the Group’s purpose to complete the asset so that it will be available for use or sale,
there are prerequisites to make the asset available for use or sale,
it is possible to prove how the asset is likely to generate future economic benefits,

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there are adequate technical, economic and other resources to fulfill the development and to make the asset available for use or sale, and
the costs attributable to the asset during development can be reliably measured.

 

Other development costs are recognized in the consolidated statement of operations as costs are incurred. In the consolidated statement of financial position, capitalized development costs are reported at cost less accumulated depreciation and any impairment. Capitalized development expenditure is recognized as intangible assets and is depreciated from the date when the asset is ready for use. The estimated useful life is 3-5 years, which corresponds to the estimated period of time during which these assets will generate cash flows.

Development costs that do not meet these criteria are expensed as incurred. Development expenditure previously carried at cost is not recognized as an asset in a subsequent period.

Software-as-a-Service (SaaS) arrangements

SaaS arrangements are service contracts providing the Group with the right to access the cloud provider’s application software over the contract period. As such the Group does not receive a software intangible asset at the contract commencement date. A right to receive future access to the supplier’s software does not, at the contract commencement date, give the Group the power to obtain the future economic benefits flowing from the software itself and to restrict others’ access to those benefits.

The Group treats costs incurred in relation to SaaS arrangements as operating expenses over the term of the service contract or as operating expenses when the service is received, depending on the nature of the expenses incurred and whether they are distinct from the cloud computing service or not in the underlying SaaS arrangement.

There could be a variety of other costs incurred as part of the arrangement, for example development of bridging modules that connect or integrate the SaaS software with existing software/systems that may be controlled by the Group. The Group assesses such expenses to determine if they should be expensed or may qualify for capitalization as an intangible asset.

Other intangible assets

Other intangible assets consist primarily of separately acquired trademarks and patents are recognized at historical cost. They are reported at fair value at the time of acquisition and amortized on a straight-line basis over the projected useful life. They are reported in subsequent periods at cost less accumulated amortization and impairment. The estimated useful life is 5 years, which corresponds to the estimated time these will generate cash flow.

2.10.
Tangible assets

Property, plant and equipment

Property, plant and equipment consist of land, buildings and fixtures, plant and machinery and construction in progress. These are recognized at historical cost less depreciation and impairment, except for construction in progress. Construction in progress is transferred to another asset (and depreciation begins) once an asset is in the location and condition necessary for it to be capable of operating in the manner intended by management. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are added to the asset’s carrying value or are recognized as a separate asset, depending on which is most suitable, only when it is probable that the future economic benefits attributable to the asset will flow to the Group and the cost of the asset can be reliably measured. The carrying value of the replaced component is derecognized from the consolidated statement of financial position. All other kinds of repairs and maintenance are recognized at cost in the consolidated statement of operations in the period in which they occur.

Depreciation of assets is calculated using the straight-line method to allocate the cost of the assets, net of their residual values, over the estimated useful life of each component of an item of buildings and plant and machinery as follows:

Buildings and fixtures 8-40 years
Plant and machinery 3-15 years

The assets’ residual values and useful lives are assessed at the end of each reporting period and adjusted, if needed.

Profit or loss from disposals is established through a comparison of the profit from sales and carrying value and is recognized in other operating income and (expenses), net in the consolidated statement of operations.

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2.11.
Impairment of non-financial assets

 

Intangible assets that have an indefinite useful life (goodwill) or intangible assets not ready to use (capitalized expenditure for development) are not subject to amortization and are tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill are reviewed for reversal of the impairment at the end of each reporting period.

2.12.
Inventories
 

Raw materials and finished goods are stated at the lower of cost and net realizable value. Costs consist of direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure. Overhead expenditures are allocated on the basis of normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The Group reviews inventory quantities and records a provision for excess and obsolete inventory based primarily on demand and the age of the inventory, among other factors.

2.13.
Financial instruments

Initial recognition

Purchases and sales of financial assets are recognized on trade date, being the date upon which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred, and the Group has transferred substantially all the risks and rewards of ownership.

Financial assets—Classification and measurement

Financial assets include cash and cash equivalents, trade receivables, short-term investments, derivatives and other financial assets. The Group classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through other comprehensive loss or through profit or loss), and
those to be measured at amortized cost.

The classification depends on the Group’s business model for managing the financial assets and contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive loss. The Group reclassifies debt investments when and only when its business model for managing those assets changes.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset, not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. All debt instruments in the Group are measured at amortized cost. The Group’s financial assets measured at amortized cost consist of the items other non-current receivables, trade receivables, other current receivables and cash and cash equivalents.

Amortized cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other operating income and (expenses), net together with foreign exchange gains and losses.

Fair value through profit or loss: Assets that are held primarily for the purpose to secure and increase value of the investments are included in the business model “Other”.

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Derivatives

Derivatives are initially recognized at the fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. Changes in the fair value are recognized in finance income or finance expenses in the consolidated statement of operations.

Short-term investments

Short-term investments are primarily comprised of funds and bonds carried at fair value through profit and loss. The primary purpose of the portfolio is to secure and increase value of the investments compared to keeping cash in bank accounts, until cash is needed for other investments in the business, for example new production facilities. Based on the primary purpose of the portfolio and indicators identified in the IFRS 9 Financial Instruments test, the overall assessment is that the portfolio is the business model “Other”. The investments in the portfolio are therefore recognized at fair value through profit or loss and presented as short-term investments and cash and cash equivalents in the statement of financial position.

Derecognition of financial assets

Purchases and sales of financial instruments are reported on the trade date, that is, the date on which the Group commits itself to purchase or sell the asset. Financial assets are derecognized from the statement of financial position when the right to receive cash flows from the instrument has expired or been transferred, and the Group has, in all significant aspects, transferred all risk and benefits associated with the ownership. Profits and losses arising from derecognition from the statement of financial position are recognized directly in the consolidated statement of operations.

Financial liabilities—Classification and measurement

Financial liabilities at amortized cost

At initial recognition, the Group measures a financial liability at its fair value plus transaction costs that are directly attributable to the financial liability. After initial recognition, the majority of the Group’s financial liabilities are valued at amortized cost applying the effective interest method.

The Group’s financial liabilities measured at amortized cost comprise liabilities to credit institutions, bank overdraft facilities, trade payables and accrued expenses.

Financial liabilities at fair value

At initial recognition, the Group measures a financial liability at its fair value. Transaction costs of financial liabilities carried at fair value are expensed in the consolidated statement of operations.

Financial liabilities designated at fair value through profit or loss

The Group has Convertible Notes (as defined in Note 28 Convertible Notes) which are classified entirely as liabilities at the initial date of recognition at fair value through profit or loss under the fair value option in accordance with IFRS 9 Financial Instruments. The Convertible Notes were issued with a conversion option that does not fulfill the “fixed for fixed” criteria. As the instrument contains an embedded derivative that is not closely related, the Convertible Notes have been designated in its entirety as at fair value through profit or loss on initial recognition and as such the embedded conversion feature is not separated. All transaction costs related to financial instruments designated at fair value through profit or loss are expensed as incurred. Fair value changes relating to the Group's own credit risk are recognized in other comprehensive income. Amounts recorded in other comprehensive income related to credit risk are not subject to recycling in profit or loss, but are transferred to retained earnings when realized. Fair value changes relating to market risk are recognized in finance income in the consolidated statement of operations.

Derecognition of financial liabilities

Financial liabilities are derecognized from the statement of financial position when the obligations are settled, canceled or have expired in any other way. The difference between the carrying value of a financial liability that has been extinguished or transferred to another party and the fee paid are reported in the consolidated statement of operations.

When the terms and conditions of a financial liability are renegotiated and are not derecognized from the statement of financial position, a profit or loss is reported in the consolidated statement of operations. The profit or loss is calculated as the difference between the original contractual cash flows and the modified cash flows discounted at the original effective interest rate.

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Offsetting of financial instruments

Financial assets and liabilities are offset and recognized with a net amount in the statement of financial position only when there is a legal right to offset the recognized amounts and an intention to balance the items with a net amount or to simultaneously realize the asset and settle the liability.

Impairment of financial assets recognized at amortized cost

The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach, i.e., the reserve will correspond to the expected loss over the lifetime of the trade receivables. In order to measure the expected credit losses, trade receivables have been grouped based on days past due. The Group applies forward-looking variables for expected credit losses. Expected credit losses are recognized in the consolidated statement of operations, in selling, general and administration expenses.

2.14.
Trade receivables

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest rate method, less allowance for expected credit losses.

2.15.
Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand and deposits held at call with financial institutions. Bank overdrafts are shown within liabilities to credit institutions in current liabilities in the statement of financial position.

2.16.
Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

2.17.
Liabilities to credit institutions

Liabilities to credit institutions are initially recognized at fair value, net of transaction costs incurred. Liabilities to credit institutions are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the liabilities to credit institutions using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

Liabilities to credit institutions are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalization. Other borrowing costs are expensed in the period in which they are incurred.

2.18.
Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the consolidated statement of operations net of any reimbursement.

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If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provision for restoration costs

The Group recognizes provisions for restoration costs of leased manufacturing facilities. Restoration costs are provided for at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of the relevant asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the liability for the restoration costs. The unwinding of the discount is expensed as incurred and recognized in the consolidated statement of operations as a finance expense. The estimated future costs of the restorations are reviewed annually and adjusted as appropriate. Changes in the estimated future costs, or in the discount rate applied, are added to, or deducted from the cost of the asset.

Provision for restructuring costs

The Group recognizes provisions for restructuring costs only when there is a constructive obligation, which is when:

there is a detailed formal plan that identifies the business or part of the business concerned, the location and number of employees affected, the detailed estimate of the associated costs, and the timeline; and
the employees affected have been notified of the plan’s main features.
2.19.
Employee benefits

Short-term benefits to employees

Liabilities for wages and salaries, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related services are recognized in respect of employees’ services up to the end of the reporting period, and they are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as accrued expenses in the statement of financial position.

Post-employment obligations

Within the Group, there are defined-contribution plans. A defined-contribution plan is a pension plan according to which the Group pays a fixed amount to a separate legal entity. The Group has no legal or constructive obligation to pay additional premiums if this legal entity does not have adequate means to pay all benefits to employees, attributable to their service in current or previous periods. The premiums are reported as costs in the consolidated statement of operations when they fall due.

The Swedish Financial Reporting Board is a private sector body in Sweden with the authority to develop interpretations of IFRS Standards for consolidated financial statements for issues that are very specific to the Swedish environment, for example, UFR 10 Accounting for the pension plan ITP 2 financed through an insurance in Alecta. The Group’s pension obligations for certain employees in Sweden, which are secured through an insurance with Alecta, are reported as a defined contribution plan. According to UFR 10, this is a defined benefit multi-employer plan. For the financial year 2023, the Group has not had access to information in order to be able to report its proportional share of the obligations of the plan, plan assets and costs and therefore, it has not been possible to recognize the plan as a defined benefit plan. The ITP 2 pension plan, secured through an insurance with Alecta, is therefore reported as a defined contribution plan. The premium of the defined contributions plan for retirement pensions and survivor’s pension is calculated individually and is, among other factors, based on salary, previously earned pension and expected remaining years of service. Expected premiums for the next reporting period for ITP 2 insurances signed with Alecta is $1.0 million. Premiums for the year ended December 31, 2023 for ITP 2 insurances signed with Alecta amounted to $1.0 million (2022: $1.1 million).

The collective consolidation level comprises the market value of Alecta’s assets as a percentage of the insurance obligations in accordance with Alecta’s actuarial methods and assessments. The collective consolidation level should normally be allowed to vary between 125% and 175%. If Alecta’s collective consolidation level falls below 125% or exceeds 175%, measure should be taken in order for the consolidation level to return to the normal interval. At a low consolidation, one measure might be to increase the price when signing new insurance agreements and an expansion of existing benefits. At a high level of consolidation, one measure might be to introduce lower premiums. At the end of the financial year 2023, Alecta’s surplus of the collective consolidation level was 158%.

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Share-based payments—equity settled

Employee stock options (ESOPs) and Restricted Stock Units (RSUs) (2021)

For share-based payment schemes, the fair value of the instruments granted are established at the grant date and recognized as an employee benefits expense, with a corresponding increase in equity.

The fair value of ESOPs at grant date has been established by using the Black-Scholes option pricing model and input data in the model is disclosed in Note 9 Share-based compensation.

The awards only have a service condition whereby the awards vest in 12-month installments over 36 months. Each of the installments are treated as separate awards which are expensed on a linear basis for each installment period i.e., 12 months, 24 months, and 36 months; this will result in a front-loaded IFRS 2 charge. At the end of each period, the entity revises its estimates of the number of instruments that are expected to vest based on the service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to retained earnings within equity.

Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognizes costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer.

2.20.
Loss per share

 

Basic loss per share is calculated by dividing the loss after tax by the weighted average number of ordinary shares outstanding for the period. Diluted loss per share is computed using the treasury stock method to the extent that the effect is dilutive by using the weighted-average number of outstanding ordinary shares and potential ordinary shares during the period.

2.21.
Initial public offering costs

The initial public offering (“IPO”) costs for the Group involved costs both for issuing new shares and the listing of existing shares/ADS and were recorded within prepaid expenses in the statement of financial position and were accounted for as a reduction of equity since they were incremental costs that were directly attributable to issuing new shares (net of any income tax benefit) when the IPO occurred.

2.22.
Non-current assets held for sale

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs of disposal. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.

An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs of disposal. A gain is recognized for any subsequent increases in fair value less costs of disposal of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset (or disposal group) is recognized at the date of derecognition. The gain or loss is recognized in other operating income and expenses, net in the consolidated statement of operations.

Property, plant and equipment are not depreciated once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position.

3.
Financial risk management
3.1.
Financial risk factors

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Through its operations, the Group is exposed to various financial risks attributable to primarily cash, short-term investments, trade receivables, trade payables, liabilities to credit institutions and Convertible Notes. 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.

The aim of the Group’s financial operations is to:

ensure that the Group can meet its payment obligations,
manage financial risks,
ensure a supply of necessary financing, and
optimize the Group’s finance net.

The Group’s risk management is predominantly controlled by a central treasury department (“Group Treasury”) under policies owned by the CFO and approved by the Board of Directors. The CEO is responsible to the Board of Directors for the risk management and ensuring that the guidelines and risk mandates are followed and carried out in accordance with established treasury policy.

Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The treasury policy provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. The treasury policy (a) identifies categories of financial risks and describe how they should be managed, (b) clarifies the responsibility in financial risk management among the Board of Directors, the CEO, the CFO, Group Treasury and the Subsidiaries, (c) specifies reporting and control requirements for Group treasury functions and (d) ensures that the treasury operations of the Group are supporting the overall strategy of the Group.

 

3.1.1.
Market risk

 

Currency risk (transaction risk)

 

The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the relevant Group entity. Primarily, the Group is exposed to currency risk in Group companies with SEK, USD, SGD and GBP as the functional currencies. The primary risks in these companies are SEK/USD, SEK/EUR, SEK/GBP, SEK/CNY, SEK/SGD, SEK/NOK, USD/SEK, SGD/CNY and GBP/EUR due to internal accounts receivables and other receivables, internal trade payables and other liabilities, borrowings, short-term deposits (cash and cash equivalents), and external sales and purchases (accounts receivables and trade payables). The Group has internal loans denominated in currencies different from the functional currency of the lender. These loans form part of the net investment in foreign operations (extended equity) and are recognized in other comprehensive loss. Exposure from internal loans classified as extended equity are not included in the tables and sensitivity analysis below.

Due to the growth profile of the Group it is necessary to maintain a dynamic risk management of currency. Group Treasury monitors forecast of highly probable cash flows for each currency and aim to achieve a natural match of inflows and outflows. For those currencies which have a net cash flow that is positive or negative, Group Treasury has the possibility to use foreign exchange instruments (FX forward or spot) to manage the risk. The treasury policy mandates Group Treasury to hedge between 0% and 100% of the exposure for the following 18 months. The Group does not apply hedge accounting. As of December 31, 2023, the Group had currency derivatives of SEK 259.5 million (2022: SEK 500 million) for which the fair value was $0.9 million (2022: $0.3 million).

 

 

Exposure

 

26


 

The Group’s primary exposure to foreign currency risk at the end of the reporting period, expressed in thousands of USD was as follows:

 

 

 

As of December 31, 2023

 

(in thousands of U.S. dollars)

 

SEK/USD

 

 

SEK/EUR

 

 

SEK/GBP

 

 

SEK/CNY

 

 

SEK/SGD

 

 

SEK/NOK

 

 

USD/SEK

 

 

SGD/CNY

 

 

GBP/EUR

 

Accounts receivables

 

 

 

 

 

8,318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

42,245

 

 

 

 

Other receivables

 

 

 

 

 

1,077

 

 

 

22,938

 

 

 

 

 

 

53,661

 

 

 

10,406

 

 

 

24,400

 

 

 

 

 

 

2,780

 

S-T deposits

 

 

170,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities to credit institutions

 

 

(132,831

)

 

 

(2,810

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

(1,757

)

 

 

(15,701

)

 

 

 

 

 

(47,727

)

 

 

(35,785

)

 

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities

 

 

 

 

 

(2,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other current liabilities

 

 

(7,813

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,388

)

 

 

 

 

 

 

Total

 

 

27,599

 

 

 

(11,163

)

 

 

22,938

 

 

 

(47,727

)

 

 

17,876

 

 

 

10,406

 

 

 

2,012

 

 

 

42,245

 

 

 

2,780

 

 

 

 

As of December 31, 2022

 

(in thousands of U.S. dollars)

 

SEK/USD

 

 

SEK/EUR

 

 

SEK/GBP

 

 

SEK/CNY

 

 

SEK/SGD

 

 

SEK/NOK

 

 

USD/SEK

 

 

SGD/CNY

 

 

GBP/EUR

 

Accounts receivables

 

 

 

 

 

6,864

 

 

 

5,864

 

 

 

23,060

 

 

 

 

 

 

 

 

 

 

 

 

31,117

 

 

 

 

Other receivables

 

 

 

 

 

18,058

 

 

 

 

 

 

 

 

 

26,995

 

 

 

11,359

 

 

 

 

 

 

 

 

 

 

S-T deposits

 

 

 

 

 

 

 

 

 

 

 

4,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities to credit institutions

 

 

 

 

 

(4,002

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

(942

)

 

 

(15,944

)

 

 

 

 

 

(9,821

)

 

 

(12,083

)

 

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities

 

 

 

 

 

(2,615

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other current liabilities

 

 

(127,884

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,808

)

Total

 

 

(128,826

)

 

 

2,361

 

 

 

5,864

 

 

 

17,554

 

 

 

14,912

 

 

 

11,359

 

 

 

 

 

 

31,117

 

 

 

(11,808

)

 

Sensitivity

 

The Group is primarily exposed to changes in SEK/USD, SEK/EUR, SEK/GBP, SEK/CNY, SEK/SGD, SEK/NOK, USD/SEK, SGD/CNY and GBP/EUR exchange rates. The Group’s risk exposure in foreign currencies:

 

 

 

Impact on loss
before tax

 

 

 

2023

 

2022

 

SEK/USD exchange rate - increase/decrease 10 %

 

+/- 2,760

 

+/- 12,883

 

SEK/EUR exchange rate - increase/decrease 10 %

 

+/- 1,116

 

+/- 236

 

SEK/GBP exchange rate - increase/decrease 10 %

 

+/- 2,294

 

+/- 586

 

SEK/CNY exchange rate - increase/decrease 10 %

 

+/- 4,773

 

+/- 1,755

 

SEK/SGD exchange rate - increase/decrease 10 %

 

+/- 1,788

 

+/- 1,491

 

SEK/NOK exchange rate - increase/decrease 10 %

 

+/- 1,041

 

+/- 1,136

 

USD/SEK exchange rate - increase/decrease 10 %

 

+/- 201

 

 

 

SGD/CNY exchange rate - increase/decrease 10 %

 

+/- 4,224

 

+/- 3,112

 

GBP/EUR exchange rate - increase/decrease 10 %

 

+/- 278

 

+/- 1,181

 

 

Currency risk (translation risk)

 

The Group is also exposed to currency risk when foreign subsidiaries with a functional currency other than USD are consolidated, primarily for EUR, SEK, GBP and CNY. The Group’s policy is not to hedge the translation exposure related to net foreign assets to reduce translation risk in the consolidated financial statements.

Interest rate risk

 

The Group is exposed to interest rate risk that arises from the TLB Credit Agreement (as defined in section 3.1.3 Liquidity risk below) that carries an interest of Term SOFR with a floor of 2.5%. To manage the risk the Group has entered into interest rate caps for the full amount of the term loan of $130 million. The cap is 4.6% and has a maturity of 3 years (April 2026). As of December 31, 2023, the cap is in the money and the Group is not exposed to changes in the variable interest rate above 4.6%.

 

The Group’s interest rate risk also arises from long-term liabilities to credit institutions with variable rates (Euro Interbank Offered Rate “Euribor” 3 Months during 2023, 2022 and 2021), which expose the Group to cash flow interest rate risk. As of December 31, 2023, the nominal amount of liabilities to credit institutions with variable interest rate was $2.8 million with no hedges. As of December 31, 2022, the nominal amount of liabilities to credit institutions with variable interest rate was $4.0 million with no hedges.

27


 

Sensitivity

 

Profit or loss is sensitive to higher/lower interest expense primarily from liabilities to credit institutions as a result of changes in interest rates.

 

 

 

Impact on loss
before tax

 

 

2023

 

2022

Interest rates - increase by 100 basis points

 

+28

 

+526

Interest rates - decrease by 100 basis points

 

-375

 

-526

Interest rates - increase by 300 basis points

 

+84

 

+1,578

Interest rates - decrease by 300 basis points

 

-642

 

-1,578

 

The effect from increase in basis points are due to the cap that economically hedges the TLB Credit Agreement. At year end the cap is in the money and increases in Term SOFR will therefore not have any effect on the sensitivity analysis and only a small effect from liabilities with Euribor rate. The effect from decrease in basis points is limited due to a floor of 2.5% in the Term SOFR in the TLB Agreement.

 

Fair value / Price risk

 

The Group is exposed to price risk from changes in fair value from short-term investments held by the Group that are classified as fair value through profit and loss. To manage the risk arising from investments, surplus liquidity may be invested primarily in liquid assets with low risk, investment grade BBB- or better rated. All of the short-term investments matured during 2022 and as at December 31, 2022 and 2023, respectively, the Group had no investments at fair value.

 

During the year ended December 31, 2023, the Group issued Convertible Notes which are classified as liabilities at the initial date of recognition at fair value through profit or loss. Fair value changes relating to the Group's own credit risk are recognized in other comprehensive income. Amounts recorded in other comprehensive income related to credit risk are not subject to recycling in profit or loss, but are transferred to retained earnings when realized. Fair value changes relating to market risk are recognized in finance income in the consolidated statement of operations. The fair value of the Convertible Notes as of December 31, 2023 was $324 million.

 

For details on the fair value on Convertible Notes, see Note 19 Financial instruments per category.

Sensitivity

 

For details on sensitivity to changes in fair value on Convertible Notes, see Note 19 Financial instruments per category.

 

Commodity price risk

The Group is exposed to risk related to the price and availability of ingredients. Profitability is dependent on, among other things, the Group’s ability to anticipate and react to availability of ingredients and inflationary pressures. Currently, the main ingredient in the Group’s products is oat. The Group purchases oats from millers in Belgium, Sweden, Finland, the United States, Malaysia and China, so supply may be particularly affected by any adverse events in these countries and regions. The prices of oats and other ingredients used, such as rapeseed oil, are subject to many factors beyond the Group’s control, including poor harvests due to adverse weather conditions, natural disasters and changes in world economic conditions, including as a result of health epidemics such as the COVID-19 pandemic and the conflicts in Ukraine and the Red Sea. Oat prices and other ingredients such as rapeseed oil are normally agreed to annually with suppliers for the following year based on the outcome of the current year harvest.

The Group believes it will be able to address material commodity increases by either increasing prices or reducing operating expenses. However, increases in commodity prices, without adjustments to pricing, or reduction to operating expenses, or a delay in pricing actions, could increase costs and increase loss as a share of revenue. In addition, macro-economic and competitive conditions could make additional price increases difficult.

A general commodity cost price increase of 5% would have increased the Group’s 2023 commodity costs by $12.0 million (2022: $11.2 million).

3.1.2.
Credit risk

 

Credit risk arises primarily from cash and cash equivalents and debt instruments carried at amortized cost.

28


 

Financial counterparty credit risk is managed on a Group basis. The external financial counterparties must be high-quality international credit institutions or other major participants in the financial markets, in each case, with a minimum investment grade rating BBB- / Baa3. The rating of the financial counterparties used during 2023 and 2022 were in the range from BBB to AA+.

Customer and supplier credit risk is mitigated through credit risk assessment, credit limit setting in case of payment obligations overdue and through the contractual terms. There are no significant concentrations of credit risk in regards of exposure to specific industry sectors and/or regions. For the year ended December 31, 2023, one customer in the foodservice channel represented approximately 12% (2022: 14%) of total revenue. The Group has not had any incurred credit losses from this customer historically.

The Group has primarily one type of debt instrument carried at amortized cost, subject to the expected credit loss model: trade receivables.

 

Trade receivables

 

The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables.

 

To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are based on sales over a period of 36 months before December 31, 2023, and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. In cases when the Group has more information on customers than the statistical model reflects, a management overlay is made for those specific customers. Historically, the Group has experienced immaterial credit losses. Based on the historical data of low credit losses together with a forward-looking assessment, the expected credit loss for trade receivables is not material. The Group has during 2023 and 2022 no significant impairment losses relating to specific customers.

 

The aging of the Group’s trade receivables is as follows:

 

 

 

2023

 

 

2022

 

Current

 

 

92,293

 

 

 

83,020

 

1-30 days past due

 

 

15,127

 

 

 

9,739

 

31-60 days past due

 

 

2,488

 

 

 

4,630

 

61-90 days past due

 

 

1,381