Interimcondensedconsolidatedstatementofoperations
(Unaudited) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||
(in thousands of U.S. dollars, except share and per share data) | Note | 2021 | 2020 | 2021 | 2020 | |||||||||||||||
Revenue | 5 | 146,151 | 95,309 | 286,203 | 179,553 | |||||||||||||||
Cost of goods sold | (107,544 | ) | (64,498 | ) | (205,662 | ) | (121,459 | ) | ||||||||||||
Gross profit | 38,607 | 30,811 | 80,541 | 58,094 | ||||||||||||||||
Research and development expenses | (3,952 | ) | (1,303 | ) | (7,044 | ) | (2,482 | ) | ||||||||||||
Selling, general and administrative expenses | (83,132 | ) | (33,345 | ) | (149,939 | ) | (64,186 | ) | ||||||||||||
Other operating income and expense | 373 | (510 | ) | (177 | ) | (944 | ) | |||||||||||||
Operating loss | (48,104 | ) | (4,347 | ) | (76,619 | ) | (9,518 | ) | ||||||||||||
Finance income and expenses, net | 7 | (10,696 | ) | (23 | ) | (12,616 | ) | (2,673 | ) | |||||||||||
Loss before tax | (58,800 | ) | (4,370 | ) | (89,235 | ) | (12,191 | ) | ||||||||||||
Income tax expense | 8 | (264 | ) | (420 | ) | (2,212 | ) | (772 | ) | |||||||||||
Loss for the period attributable to shareholders of the parent | (59,064 | ) | (4,790 | ) | (91,447 | ) | (12,963 | ) | ||||||||||||
Loss per share, attributable to shareholders of the parent: | ||||||||||||||||||||
Basic and diluted | 23 | (0.11 | ) | (0.01 | ) | (0.18 | ) | (0.03 | ) |
Theaccompanyingnotesareanintegralpartoftheseinterimcondensedconsolidatedfinancialstatements.
1
Interimcondensedconsolidatedstatementofcomprehensive(loss)/income
(Unaudited) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
(in thousands of U.S. dollars) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
Loss for the period | (59,064 | ) | (4,790 | ) | (91,447 | ) | (12,963 | ) | ||||||||
Other comprehensive (loss)/income: | ||||||||||||||||
Items that may be subsequently reclassified to consolidated statement of operations (net of tax): | ||||||||||||||||
Exchange differences from translation of foreign operations | (13,717 | ) | 6,217 | (24,068 | ) | (2,034 | ) | |||||||||
Total other comprehensive (loss)/income for the period | (13,717 | ) | 6,217 | (24,068 | ) | (2,034 | ) | |||||||||
Total comprehensive (loss)/income for the period | (72,781 | ) | 1,427 | (115,515 | ) | (14,997 | ) |
Loss for the period and total comprehensive (loss)/income are, in their entirety, attributable to shareholders of the parent.
Theaccompanyingnotesareanintegralpartoftheseinterimcondensedconsolidatedfinancialstatements.
2
Interimcondensedconsolidatedstatementoffinancialposition
(in thousands of U.S. dollars) | Note | June 30, 2021 (Unaudited) | December 31, 2020 | |||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Intangible assets | 9 | 154,804 | 156,463 | |||||||||
Property, plant and equipment | 10 | 373,059 | 237,625 | |||||||||
Right-of-use assets | 11 | 82,774 | 38,103 | |||||||||
Other non-current receivables | 730 | 6,550 | ||||||||||
Deferred tax assets | 8 | 253 | 26 | |||||||||
Total non-current assets | 611,620 | 438,767 | ||||||||||
Current assets | ||||||||||||
Inventories | 13 | 57,074 | 39,115 | |||||||||
Trade receivables | 14 | 82,458 | 71,297 | |||||||||
Current tax assets | 235 | 514 | ||||||||||
Other current receivables | 31,244 | 12,363 | ||||||||||
Prepaid expenses | 26,876 | 11,509 | ||||||||||
Short-term investments | 15 | 322,685 | - | |||||||||
Cash and cash equivalents | 16 | 524,238 | 105,364 | |||||||||
Total current assets | 1,044,810 | 240,162 | ||||||||||
TOTAL ASSETS | 1,656,430 | 678,929 | ||||||||||
EQUITY AND LIABILITIES | ||||||||||||
Equity | 17 | |||||||||||
Share capital | 105 | 21 | ||||||||||
Other contributed capital | 1,628,103 | 448,251 | ||||||||||
Foreign currency translation reserve | (26,593 | ) | (2,525 | ) | ||||||||
Accumulated deficit | (206,642 | ) | (119,661 | ) | ||||||||
Total equity attributable to shareholders of the parent | 1,394,973 | 326,086 | ||||||||||
Liabilities | ||||||||||||
Non-current liabilities | ||||||||||||
Lease liabilities | 11 | 65,666 | 23,883 | |||||||||
Liabilities to credit institutions | 18 | 4,454 | 91,655 | |||||||||
Other non-current liabilities | 11 | 233 | ||||||||||
Deferred tax liabilities | 8 | 2,670 | 1,307 | |||||||||
Provisions | 19 | 8,163 | 7,121 | |||||||||
Total non-current liabilities | 80,964 | 124,199 | ||||||||||
Current liabilities | ||||||||||||
Lease liabilities | 11 | 7,546 | 6,261 | |||||||||
Liabilities to credit institutions | 18 | 2,591 | 5,532 | |||||||||
Shareholder loans | 20 | - | 106,118 | |||||||||
Trade payables | 64,316 | 45,295 | ||||||||||
Current tax liabilities | 768 | 852 | ||||||||||
Other current liabilities | 20,567 | 4,632 | ||||||||||
Accrued expenses | 21 | 84,705 | 59,954 | |||||||||
Total current liabilities | 180,493 | 228,644 | ||||||||||
Total liabilities | 261,457 | 352,843 | ||||||||||
TOTAL EQUITY AND LIABILITIES | 1,656,430 | 678,929 |
Theaccompanyingnotesareanintegralpartoftheseinterimcondensedconsolidatedfinancialstatements.
3
Interimcondensedconsolidatedstatementofchangesinequity
Attributable to shareholders of the parent | ||||||||||||||||||||||
(Unaudited) (in thousands of U.S. dollars) | Note | Share capital | Other contributed capital | Foreign currency translation reserve | Accumulated deficit | Total equity | ||||||||||||||||
January 1, 2021 | 6, 17 | 21 | 448,251 | (2,525 | ) | (119,661 | ) | 326,086 | ||||||||||||||
Loss for the period | - | - | - | (32,383 | ) | (32,383 | ) | |||||||||||||||
Other comprehensive loss | - | - | (10,351 | ) | - | (10,351 | ) | |||||||||||||||
Total comprehensive loss for the period | - | - | (10,351 | ) | (32,383 | ) | (42,734 | ) | ||||||||||||||
Bonus issue | 63 | (63 | ) | - | - | - | ||||||||||||||||
Balance at March 31, 2021 | 84 | 448,188 | (12,876 | ) | (152,044 | ) | 283,352 | |||||||||||||||
Loss for the period | - | - | - | (59,064 | ) | (59,064 | ) | |||||||||||||||
Other comprehensive loss | - | - | (13,717 | ) | - | (13,717 | ) | |||||||||||||||
Total comprehensive loss for the period | - | - | (13,717 | ) | (59,064 | ) | (72,781 | ) | ||||||||||||||
Bonus issue | 1 | (1 | ) | - | - | - | ||||||||||||||||
Issue of shares | 12 | 1,099,684 | - | - | 1,099,696 | |||||||||||||||||
Transaction costs | - | (62,371 | ) | - | - | (62,371 | ) | |||||||||||||||
Conversion of shareholder loans | 1 | 104,107 | - | - | 104,108 | |||||||||||||||||
Exercise of warrants | 7 | 38,496 | - | - | 38,503 | |||||||||||||||||
Share-based payments | - | - | - | 4,466 | 4,466 | |||||||||||||||||
Balance at June 30, 2021 | 105 | 1,628,103 | (26,593 | ) | (206,642 | ) | 1,394,973 |
4
Attributable to shareholders of the parent | ||||||||||||||||||||||
Note | Share capital | Other contributed capital | Foreign currency translation reserve | Accumulated deficit | Total equity | |||||||||||||||||
January 1, 2020 | 6, 17 | 19 | 267,806 | (19,710 | ) | (60,314 | ) | 187,801 | ||||||||||||||
Loss for the period | - | - | - | (8,173 | ) | (8,173 | ) | |||||||||||||||
Other comprehensive loss | - | - | (8,251 | ) | - | (8,251 | ) | |||||||||||||||
Total comprehensive loss for the period | - | - | (8,251 | ) | (8,173 | ) | (16,424 | ) | ||||||||||||||
Transactions with shareholders | - | (3,276 | ) | - | - | (3,276 | ) | |||||||||||||||
Share-based payments | - | - | - | 1,014 | 1,014 | |||||||||||||||||
Balance at March 31, 2020 | 19 | 264,530 | (27,961 | ) | (67,473 | ) | 169,115 | |||||||||||||||
Loss for the period | - | - | - | (4,790 | ) | (4,790 | ) | |||||||||||||||
Other comprehensive income | - | - | 6,217 | - | 6,217 | |||||||||||||||||
Total comprehensive income/(loss) for the period | - | - | 6,217 | (4,790 | ) | 1,427 | ||||||||||||||||
Transactions with shareholders | - | (438 | ) | - | - | (438 | ) | |||||||||||||||
Warrant issue | - | 464 | - | - | 464 | |||||||||||||||||
Balance at June 30, 2020 | 19 | 264,556 | (21,744 | ) | (72,263 | ) | 170,568 |
Theaccompanyingnotesareanintegralpartoftheseinterimcondensedconsolidatedfinancialstatements.
5
Interimcondensedconsolidatedstatementofcashflows
(Unaudited) | For the six months ended June 30, | |||||||||
(in thousands of U.S. dollars) | Note | 2021 | 2020 | |||||||
Operating activities | ||||||||||
Net loss | (91,447 | ) | (12,963 | ) | ||||||
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 | 8,464 | 5,964 | ||||||||
-Impairment (gain)/loss on trade receivables | (53 | ) | 335 | |||||||
-Share-based payments expense | 4,466 | 1,014 | ||||||||
-Finance income and expenses, net | 12,616 | 2,673 | ||||||||
-Income tax expense | 2,212 | 772 | ||||||||
-Loss on disposal of property, plant and equipment | 1 | 586 | ||||||||
-Other | (31 | ) | (14 | ) | ||||||
Interest received | 286 | 2 | ||||||||
Interest paid | (5,110 | ) | (1,779 | ) | ||||||
Income tax paid | (882 | ) | (533 | ) | ||||||
Changes in working capital: | ||||||||||
-Increase in inventories | (18,576 | ) | (8,214 | ) | ||||||
-Increase in trade receivables, other current receivables, prepaid expenses | (42,385 | ) | (22,228 | ) | ||||||
-Increase in trade payables, other current liabilities, accrued expenses | 57,913 | 14,253 | ||||||||
Net cash flows used in operating activities | (72,526 | ) | (20,132 | ) | ||||||
Investing activities | ||||||||||
Purchase of intangible assets | 9 | (6,560 | ) | (3,439 | ) | |||||
Purchase of property, plant and equipment | 10 | (134,379 | ) | (51,982 | ) | |||||
Proceeds from financial instruments | 5,720 | 125 | ||||||||
Purchase of short-term investments | 15 | (329,375 | ) | - | ||||||
Net cash flows used in investing activities | (464,594 | ) | (55,296 | ) | ||||||
Financing activities | ||||||||||
Proceeds from issue of shares, net of transaction costs | 1,037,325 | - | ||||||||
Proceeds from shareholder loans | - | 87,828 | ||||||||
Repayment of shareholder loans | (10,941 | ) | - | |||||||
Proceeds from liabilities to credit institutions | 118,005 | 128,344 | ||||||||
Repayment of liabilities to credit institutions | (211,837 | ) | (62,026 | ) | ||||||
Repayment of lease liabilities | (5,290 | ) | (2,822 | ) | ||||||
Proceeds from exercise of warrants | 38,503 | - | ||||||||
Payment of loan transaction costs | (4,900 | ) | - | |||||||
Cash flows from financing activities | 960,865 | 151,324 | ||||||||
Net increase in cash and cash equivalents | 423,745 | 75,896 | ||||||||
Cash and cash equivalents at the beginning of the period | 105,364 | 10,571 | ||||||||
Exchange rate differences in cash and cash equivalents | (4,871 | ) | (2,195 | ) | ||||||
Cash and cash equivalents at the end of the period | 524,238 | 84,272 |
Theaccompanyingnotesareanintegralpartoftheseinterimcondensedconsolidatedfinancialstatements.
6
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note1.Corporateinformation
Oatly Group AB (the 'Company' or the 'parent') is a limited company incorporated and domiciled in Sweden. The Company'sregisteredoffice islocatedatJagaregatan4,Malmö,Sweden.
OatlyGroupABanditssubsidiaries(together,the'Group')manufacture,distributeandselloat-basedproducts.
Note2.SummaryofsignificantAccountingPolicies
The interim condensed consolidated financial statements of Oatly AB for the three and six months ended June 30, 2021 and 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2020, as they do not include all the information and disclosures required in the annualconsolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensedconsolidated financialstatementsarepresented inthousandsofU.S.dollars.
Newandamendedstandardsandinterpretationsissuedbutnotyetadopted
There are no International Financial Reporting Standards ('IFRS') or International Financial Reporting Standards ImplementationCommittee ('IFRS IC') interpretations that are expected to have a material impact on the Group in the current or future reportingperiodsnor on foreseeablefuture transactions.
Note3.Significantaccountingjudgments,estimatesandassessments
In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2020.
During the three and six months ended June 30, 2021 areas with new events requiring estimates and judgments compared to the year ended December 31, 2020 were:
Group as lessee
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
The majority of the extension options in properties and production equipment have not been included in the lease liability, primarily due to the fact that the Group could replace the assets without significant cost or business disruption. However, for two new production plants, which commenced during the three months ended March 31, 2021, extension options have been included in the lease term since the Group intends to make larger investments in the plants. The total lease terms for these production plants are 10 and 20 years, respectively. For one existing production plant, the contract was amended during the period and additional extension options have been included for a total lease term of 40 years.
The lease term is reassessed when it is decided that an option will be exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, that affects this assessment and that is within the control of the lessee. Refer to Note 11 for further details.
Financial assets
Part of the proceeds from the Company's initial public offering ('IPO') has been invested in different short-term investments with low risk and high liquidity for the purpose of securing and increasing the value until the cash is needed for other purposes in the operations of the Group, for example investment in new production facilities.
7
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
The short-term investments are primarily comprised of funds, bonds and certificates 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. For more detailed accounting principles, see Note 2 in the Group's consolidated financial statements for the year ended December 31, 2020, included in the Company's final prospectus filed pursuant to Rule 424(b)(4) for its IPO. For details on fair value, see Note 12.For details of the investments, see Note 15 and Note 16.
Share-based payments
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value for stock options is estimated using a model, which requires the determination of the appropriate inputs. The assumptions and models used for estimating the fair value of share-based payment transactions are disclosed in Note 6.
Note4.Seasonality
During the periods covered by this report,wehavenotexperiencedanypronouncedseasonality,butsuchfluctuationsmayhavebeenmaskedbyourrapidgrowth.
Note5.Segmentinformation
The CEO is the chief operating decision maker of the Group. The CEO evaluates financial position and performance and makes strategic decisions. The CEO makes decisions on the allocation of resources and evaluates performance based on geographic perspective. Internal reporting is also based on the geographic perspective. Geographically, the CEO considers the performance in Europe, the Middle East and Africa ('EMEA'), Americas andAsia;thus,threegeographicalareasareconsideredtobetheGroup'sthreereportablesegments.
Revenue, Adjusted EBITDA and EBITDA | ||||||||||||||||||||||||
Three months ended June 30, 2021 | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 78,526 | 41,346 | 26,279 | - | - | 146,151 | ||||||||||||||||||
Intersegment revenue | 23,199 | 219 | - | - | (23,418 | ) | - | |||||||||||||||||
Total segment revenue | 101,725 | 41,565 | 26,279 | - | (23,418 | ) | 146,151 | |||||||||||||||||
Adjusted EBITDA | 6,739 | (9,207 | ) | (3,630 | ) | (25,833 | ) | - | (31,931 | ) | ||||||||||||||
Share-based compensation expense | (741 | ) | (582 | ) | (814 | ) | (2,329 | ) | - | (4,466 | ) | |||||||||||||
IPO preparation and transaction costs | - | - | - | (7,065 | ) | - | (7,065 | ) | ||||||||||||||||
EBITDA | 5,998 | (9,789 | ) | (4,444 | ) | (35,227 | ) | - | (43,462 | ) | ||||||||||||||
Finance income and expenses, net | - | - | - | - | - | (10,696 | ) | |||||||||||||||||
Depreciation and Amortization | - | - | - | - | - | (4,642 | ) | |||||||||||||||||
Loss before income tax | - | - | - | - | - | (58,800 | ) | |||||||||||||||||
Three months ended June 30, 2020 | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 59,679 | 25,059 | 10,571 | - | - | 95,309 | ||||||||||||||||||
Intersegment revenue | 7,169 | - | - | - | (7,169 | ) | - | |||||||||||||||||
Total segment revenue | 66,848 | 25,059 | 10,571 | - | (7,169 | ) | 95,309 | |||||||||||||||||
Adjusted EBITDA | 8,820 | (1,794 | ) | (230 | ) | (8,030 | ) | - | (1,234 | ) | ||||||||||||||
Share-based compensation expense | - | - | - | - | - | - | ||||||||||||||||||
IPO preparation and transaction costs | - | - | - | - | - | - | ||||||||||||||||||
EBITDA | 8,820 | (1,794 | ) | (230 | ) | (8,030 | ) | - | (1,234 | ) | ||||||||||||||
Finance income and expenses, net | - | - | - | - | - | (23 | ) | |||||||||||||||||
Depreciation and Amortization | - | - | - | - | - | (3,113 | ) | |||||||||||||||||
Loss before income tax | - | - | - | - | - | (4,370 | ) |
8
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Six months ended June 30, 2021 | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 160,173 | 74,874 | 51,156 | - | - | 286,203 | ||||||||||||||||||
Intersegment revenue | 36,100 | 256 | - | - | (36,356 | ) | - | |||||||||||||||||
Total segment revenue | 196,273 | 75,130 | 51,156 | - | (36,356 | ) | 286,203 | |||||||||||||||||
Adjusted EBITDA | 15,237 | (24,800 | ) | (2,015 | ) | (42,823 | ) | - | (54,401 | ) | ||||||||||||||
Share-based compensation expense | (741 | ) | (582 | ) | (814 | ) | (2,329 | ) | - | (4,466 | ) | |||||||||||||
IPO preparation and transaction costs | - | - | - | (9,288 | ) | - | (9,288 | ) | ||||||||||||||||
EBITDA | 14,496 | (25,382 | ) | (2,829 | ) | (54,440 | ) | - | (68,155 | ) | ||||||||||||||
Finance income and expenses, net | - | - | - | - | - | (12,616 | ) | |||||||||||||||||
Depreciation and Amortization | - | - | - | - | - | (8,464 | ) | |||||||||||||||||
Loss before income tax | - | - | - | - | - | (89,235 | ) | |||||||||||||||||
Six months ended June 30, 2020 | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 118,798 | 45,350 | 15,405 | - | - | 179,553 | ||||||||||||||||||
Intersegment revenue | 10,393 | - | - | - | (10,393 | ) | - | |||||||||||||||||
Total segment revenue | 129,191 | 45,350 | 15,405 | - | (10,393 | ) | 179,553 | |||||||||||||||||
Adjusted EBITDA | 18,307 | (6,079 | ) | (617 | ) | (14,151 | ) | - | (2,540 | ) | ||||||||||||||
Share-based compensation expense | - | - | - | (1,014 | ) | - | (1,014 | ) | ||||||||||||||||
IPO preparation and transaction costs | - | - | - | - | - | - | ||||||||||||||||||
EBITDA | 18,307 | (6,079 | ) | (617 | ) | (15,165 | ) | - | (3,554 | ) | ||||||||||||||
Finance income and expenses, net | - | - | - | - | - | (2,673 | ) | |||||||||||||||||
Depreciation and Amortization | - | - | - | - | - | (5,964 | ) | |||||||||||||||||
Loss before income tax | - | - | - | - | - | (12,191 | ) |
* | Corporateconsistsofgeneraloverheadcostsnotallocatedtothesegments. |
** | EliminationsrefertointersegmentrevenueforsalesofproductsfromEMEAandAmericastoAsia. |
Note6.Share-basedcompensation
The warrants outstanding as at March 31, 2021 have been either exercised or forfeited during the three months ended June 30, 2021, as follows:
Number of warrants* | Average exercise price per share | |||||||
As at December 31, 2020 | 1,476,197 | SEK 8.16 | ||||||
As at March 31, 2021 | 1,476,197 | SEK 8.16 | ||||||
Exercised during the period | (1,456,197 | ) | SEK 8.16 | |||||
Forfeited during the period | (20,000 | ) | SEK 7.68 | |||||
As at June 30, 2021 | - | - |
* Warrant holders had the right to subscribe to 27 ordinary shares per warrant.
During the three months ended June 30, 2021, in connection with the IPO, the Company implemented a new incentive award program, the 2021 Incentive Award Plan ('2021 Plan'). The principal purpose of the 2021 Plan is to attract, retain and motivate selected employees, consultants and members of the Board of Directors through the granting of share-based compensation awards and cash-based performance bonus awards from 2021 and onwards. 69,496,515 shares have been reserved for grants pursuant to a variety of share-based compensation awards, including, but not limited to, stock options and restricted stock units ('RSUs'). To secure the future delivery of the shares under the 2021 Plan the shareholders resolved to issue 69,496,515 warrants. The right to subscribe for the warrants shall only vest in the Company.
9
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
During the three months ended June 30, 2021, the Company, under the 2021 Plan, issued 1,215,952 RSUs to employees and 41,175 RSUs to members of the Board of Directors. The RSUs are accounted for as equity-settled share-based payment transactions. The RSUs are measured based on the fair market value of the underlying ordinary shares on the date of grant. The RSUs granted to employees vest gradually over three years from date of grant, subject to continued service. The RSUs granted to members of its Board of Directors vest over one year from date of grant, subject to continued service.
Activity in the Group's RSUs outstanding and related information is as follows:
Number of RSUs | Grant date fair value ($) | |||||||
As at December 31, 2020 | - | - | ||||||
As at March 31, 2021 | - | - | ||||||
Granted during the period | 1,257,127 | 17.00 | ||||||
As at June 30, 2021 | 1,257,127 | 17.00 |
During the three months ended June 30, 2021, the Company, under the 2021 Plan, issued 6,867,649 stock options to employees, of which 5,750,002 were issued to members of key management. The stock options are accounted for as equity-settled share-based payment transactions. For stock options granted under the 2021 Plan, the exercise price is equal to the fair value of the ordinary shares on grant date. The exercise price is included in the grant date fair value of the award. The stock options granted to participants under the 2021 Plan vest in equal instalments on each of the first three anniversaries of the date of grant, subject to continued service. The stock options expire, in relation to each instalment under the vesting schedule, five years after vesting, corresponding to a total term of six, seven and eight years for the respective instalment.
Activity in the Group's stock options outstanding and related information is as follows:
Number of stock options | Exercise price ($) | |||||||
As at December 31, 2020 | - | - | ||||||
As at March 31, 2021 | - | - | ||||||
Granted during the period | 6,867,649 | 17.00 | ||||||
As at June 30, 2021 | 6,867,649 | 17.00 |
The fair value at grant date of stock options granted during the three months period ending June 30, 2021 was SEK 6.24. The fair value of the stock options at grant date has been determined using the Black-Scholes option-pricing model, which takes into account the exercise price, the expected term of the stock options, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield, the risk-free interest rate for the term of the stock options and the correlations and volatilities of the peer Group companies. The Company does not anticipate paying any cash dividends in the near future and therefore uses an expected dividend yield of zero in the option valuation model.
The following table lists the inputs to the Black-Scholes option-pricing model used for stock options granted during the three months ended June 30, 2021:
Exercise price ($) | 17.00 | |
Expected term (years) | 6 - 8 | |
Share price at grant date ($) | 17.00 | |
Expected price volatility of the Company's shares (%) | 33.0 | |
Risk-free interest rate (%) | 1.09 - 1.44 |
Share-based payments expense were $4.5 million and $0.0 million for the three months ended June 30, 2021 and 2020, respectively, and $4.5 million and $1.0 million for the six months ended June 30, 2021 and 2020, respectively.
10
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note7.Financeincomeandexpenses
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Interest income | 215 | 1 | 320 | 2 | ||||||||||||
Net foreign exchange difference | (6,914 | ) | 3,608 | (3,622 | ) | 2,350 | ||||||||||
Interest expenses-loan from credit institutions | (3,958 | ) | (1,187 | ) | (6,024 | ) | (1,875 | ) | ||||||||
Interest expenses-lease liabilities | (956 | ) | (354 | ) | (1,673 | ) | (725 | ) | ||||||||
Interest expenses- shareholder loans | (2,818 | ) | (2,186 | ) | (5,256 | ) | (2,540 | ) | ||||||||
Fair value changes derivatives | 1,726 | (10 | ) | (65 | ) | (20 | ) | |||||||||
Fair value changes short-term investments | (31 | ) | - | (31 | ) | - | ||||||||||
Other financial expenses | (136 | ) | (326 | ) | (186 | ) | (388 | ) | ||||||||
Borrowing costs capitalized | 2,176 | 431 | 3,921 | 523 | ||||||||||||
Total finance income and expenses, net | (10,696 | ) | (23 | ) | (12,616 | ) | (2,673 | ) |
Note8.Incometax
The effective tax rates for the three months period ended June 30, 2021 and 2020 were (0.4%) and (9.6%), respectively. The effective tax rates for the six months period ended June 30, 2021 and 2020 were (2.5%) and (6.3%), respectively. The main driver of the Group's effective tax rate is unrecognized tax losses in Sweden and certain other jurisdictions. The Group operates in a global environment with significant operations in various jurisdictions outside Sweden. Accordingly, the consolidated income tax rate is a composite rate reflecting the Group's earnings and the applicable tax rates in the various jurisdictions where the Group operates, and whether or not deferred tax assets are able to be recognized.
Note9.Intangibleassets
AsummaryoftheintangibleassetsasatJune 30,2021andDecember31,2020isasfollows:
Goodwill | Capitalized software | Other Intangible assets | Ongoing development costs | Total | ||||||||||||||||
Cost | ||||||||||||||||||||
At December 31, 2020 | 143,826 | 2,786 | 3,225 | 7,843 | 157,680 | |||||||||||||||
Additions | - | - | 787 | 4,444 | 5,231 | |||||||||||||||
Reclassification | - | 3,653 | - | (3,653 | ) | - | ||||||||||||||
Exchange differences | (5,556 | ) | (185 | ) | (131 | ) | (297 | ) | (6,169 | ) | ||||||||||
At June 30, 2021 | 138,270 | 6,254 | 3,881 | 8,337 | 156,742 | |||||||||||||||
Accumulated amortization | ||||||||||||||||||||
At December 31, 2020 | - | (495 | ) | (722 | ) | - | (1,217 | ) | ||||||||||||
Amortization charge | - | (399 | ) | (379 | ) | - | (778 | ) | ||||||||||||
Exchange differences | - | 25 | 32 | - | 57 | |||||||||||||||
At June 30, 2021 | - | (869 | ) | (1,069 | ) | - | (1,938 | ) | ||||||||||||
Cost, net accumulated amortization | ||||||||||||||||||||
At December 31, 2020 | 143,826 | 2,291 | 2,503 | 7,843 | 156,463 | |||||||||||||||
At June 30, 2021 | 138,270 | 5,385 | 2,812 | 8,337 | 154,804 |
The amortization expense for the three months ended June 30, 2021 and 2020 was $0.5 million and $0.2 million, respectively. The amortization expense for the six months ended June 30, 2021 and 2020 was $0.8 million and $0.2 million, respectively.
11
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note10.Property,PlantandEquipment
Asummaryofproperty,plant,andequipmentasatJune 30,2021andDecember31,2020isasfollows:
Land and buildings | Plant and machinery | Construction in progress | Total | |||||||||||||
Cost | ||||||||||||||||
At December 31, 2020 | 38,994 | 57,762 | 163,987 | 260,743 | ||||||||||||
Additions | 144 | 2,990 | 140,896 | 144,030 | ||||||||||||
Disposals | - | (2 | ) | - | (2 | ) | ||||||||||
Reclassifications | 20,625 | 28,058 | (48,877 | ) | (194 | ) | ||||||||||
Exchange differences | (964 | ) | (1,478 | ) | (2,715 | ) | (5,157 | ) | ||||||||
At June 30, 2021 | 58,799 | 87,330 | 253,291 | 399,420 | ||||||||||||
Accumulated depreciation | ||||||||||||||||
At December 31, 2020 | (5,770 | ) | (17,348 | ) | - | (23,118 | ) | |||||||||
Depreciation charge | (805 | ) | (3,235 | ) | - | (4,040 | ) | |||||||||
Exchange differences | 216 | 581 | - | 797 | ||||||||||||
At June 30, 2021 | (6,359 | ) | (20,002 | ) | - | (26,361 | ) | |||||||||
Cost, net accumulated depreciation | ||||||||||||||||
At December 31, 2020 | 33,224 | 40,414 | 163,987 | 237,625 | ||||||||||||
At June 30, 2021 | 52,440 | 67,328 | 253,291 | 373,059 |
The increase in construction in progress during the six months ended June 30, 2021 is mainly related to investment in new and existing production facilities.
The reclassifications between Constructions in progress and Land and buildings and Plant and machinery are mainly related to part of the Ogden, Utah production facility which was completed during the six months period ended June 30, 2021.
The depreciation expense for the three months ended June 30, 2021 and 2020 was $2.3 million and $1.5 million, respectively. The depreciation expense for the six months ended June 30, 2021 and 2020 was $4.0 million and $2.9 million, respectively.
Note11.Leases
The lease agreement for the production facility in Ogden, Utah, originally had a lease term of total 20 years (including extensionoptions). The lease was modified during the period ending June 30, 2021 in regards of the lease term adding options to extend thelease further from December 31, 2038 to December 31, 2061. The Group has assessed it as reasonably certain that all extension periods will beutilizedupuntil2061.Theadditiontotheright-of-useassetasaresultofthemodificationamountsto$4.7million.
In addition to the modification above, the lease was also amended with two additional buildings at the Ogden production facility. One addition commenced in June 2021, and the commencement date for the second additionisDecember31,2022.
Furthermore,threeleaseagreementsregardingproductionfacilitieswereenteredintoduringthe three and six months ended June 30, 2021:
• | one in Fort Worth, Texas, which commenced in March 2021 with a lease term of 20 years having included two extension options offiveyears each, |
• | one in Maanshan, China which commenced in January 2021 with a lease term of 10 years having included an extension option of fiveyears, and |
• | one in Singapore which commenced in May 2021 with a lease term of 10 years. |
Lease terms for properties are generally between 1 and 10 years, except for the production facilities in Ogden, Utah and Fort Worth,Texas described above. Lease terms for production equipment are generally between one and five years. The Group also has leases with a
12
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
shorter lease term than 12 months and leases pertaining to assets of low value, such as office equipment. For these, the Group haschosen to apply the exemption rules in IFRS 16 Leases, meaning the value of these contracts is not part of the right-of-use asset or lease liability.
Belowistheroll-forwardofleaseright-of-useassets
Land and buildings | Plant and machinery | Total | ||||||||||
Cost | ||||||||||||
At December 31, 2020 | 27,826 | 22,543 | 50,369 | |||||||||
Increases | 46,024 | 4,289 | 50,313 | |||||||||
Decreases | (933 | ) | (370 | ) | (1,303 | ) | ||||||
Reclassifications | - | 194 | 194 | |||||||||
Exchange differences | (529 | ) | (859 | ) | (1,388 | ) | ||||||
At June 30, 2021 | 72,388 | 25,797 | 98,185 | |||||||||
Accumulated depreciation | ||||||||||||
At December 31, 2020 | (4,673 | ) | (7,593 | ) | (12,266 | ) | ||||||
Depreciation charge | (2,875 | ) | (1,874 | ) | (4,749 | ) | ||||||
Decreases | 933 | 273 | 1,206 | |||||||||
Exchange differences | 87 | 311 | 398 | |||||||||
At June 30, 2021 | (6,528 | ) | (8,883 | ) | (15,411 | ) | ||||||
Cost, net accumulated depreciation | ||||||||||||
At December 31, 2020 | 23,153 | 14,950 | 38,103 | |||||||||
At June 30, 2021 | 65,860 | 16,914 | 82,774 |
Theincreaseforthesix months ended June 30,2021mainlyrelatestotheleaseagreementsdescribedabove.
Belowisthematurityanalysisofleaseliabilities:
Lease liabilities | June 30, 2021 | |||
Maturity Analysis | ||||
Less than 3 months | 2,874 | |||
Between 3 months and 1 year | 8,621 | |||
Between 1 and 2 years | 15,243 | |||
Between 2 and 5 years | 21,826 | |||
After 5 years | 76,587 | |||
Total lease commitments | 125,151 | |||
Impact of discounting remaining lease payments | (51,939 | ) | ||
Total lease liabilities at June 30, 2021 | 73,212 | |||
Lease liabilities included in the condensed consolidated statement of financial position at June 30, 2021 | ||||
Non-current | 65,666 | |||
Current | 7,546 | |||
Total | 73,212 |
During the six months ended June 30, 2021, the Group entered into certain lease agreements which have not commenced as of June 30, 2021, and as such, have not been recognized in the interim condensed consolidated statement of financial position. For moreinformationsee Note 24.
13
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note12.FairvalueofFinancialInstruments
This note explains the judgments and estimates made in determining the fair values of the financial instruments that are recognizedandmeasuredatfairvalueinthefinancialstatements.Toprovidean indicationaboutthereliability of the inputsusedindeterminingfairvalue,theGrouphasclassifieditsfinancialinstruments intothethreelevelsprescribedundertheaccountingstandards.
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities)is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the currentbidprice.These instrumentsareincluded inlevel1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques, which maximize the use of observable market data and rely as little as possible on entity-specificestimates.Ifallsignificantinputsrequiredtofairvalueaninstrumentareobservable,theinstrumentisincludedinlevel2.
Specificvaluationtechniquesusedinlevel2tovaluefinancialinstrumentsinclude:
• | for short-term investments, quoted market prices or dealer quotes for similar instruments, |
• | forinterestrateswaps,thepresentvalueoftheestimatedfuturecashflowsbasedonobservableyieldcurves, and |
• | for foreign currency forwards, the present value of future cash flows based on the forward exchange rates at the balance sheet date |
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Thisisthe case forunlistedequity securities.
Recurring fair value measurements at June 30, 2021 | Level 1 | Level 2 | Level 3 | |||||||||
Financial asset | ||||||||||||
Short-term investments | - | 322,685 | - | |||||||||
Total financial assets | - | 322,685 | - | |||||||||
Financial liabilities | ||||||||||||
Derivatives | - | 51 | - | |||||||||
Total financial liabilities | - | 51 | - | |||||||||
Recurring fair value measurements at December 31, 2020 | Level 1 | Level 2 | Level 3 | |||||||||
Financial assets | ||||||||||||
Derivatives | - | 827 | - | |||||||||
Total financial assets | 827 | |||||||||||
Financial liabilities | ||||||||||||
Derivatives | - | 189 | - | |||||||||
Total financial liabilities | - | 189 | - |
There were no transfers between the levels during the six months ended June 30, 2021 and the six months ended June 30, 2020.
The fair value of liabilities to credit institutions is estimated to correspond to the carrying amount since all borrowing is at a floating interest rate, and the credit risk in the Group has not changed significantly.
The carrying amount of other financial instruments in the Group is a reasonable approximation of fair value since they are short-term, and the discount effect is not significant.
14
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note13.Inventories
June 30, 2021 | December 31, 2020 | |||||||
Raw materials and consumables | 14,812 | 7,056 | ||||||
Finished goods | 42,262 | 30,875 | ||||||
Advances to suppliers | - | 1,184 | ||||||
Total | 57,074 | 39,115 |
Inventories recognized as an expense for the three months ended June 30, 2021 and 2020 amounted to $101.2 million and $61.8 million, respectively. Inventories recognized as an expense for the six months ended June 30, 2021 and 2020 amounted to $195.0 million and $117.7 million, respectively. The expenses were included in cost of goods sold.
Write-downs of inventories to net realizable value for the three months ended June 30, 2021 and 2020 amounted to $0.5 million and $0.8 million, respectively. Write-downs of inventories to net realizable value for the six months ended June 30, 2021 and 2020 amounted to $1.0 million and $1.6 million, respectively. The write-downs were recognized as an expense for each period and included in cost of goods sold.
Note14.Tradereceivables
June 30, 2021 | December 31, 2020 | |||||||
Trade receivables | 83,087 | 72,009 | ||||||
Less: allowance for expected credit losses | (629 | ) | (712 | ) | ||||
Trade receivables-net | 82,458 | 71,297 |
Carryingamounts,bycurrency,expressedinthousandsofU.S.dollars,fortheGroup'stradereceivablesareasfollows:
June 30, 2021 | December 31, 2020 | |||||||
EUR | 26,539 | 20,941 | ||||||
GBP | 18,260 | 15,421 | ||||||
USD | 18,332 | 13,830 | ||||||
CNY | 10,885 | 14,048 | ||||||
SEK | 4,507 | 5,184 | ||||||
Other | 3,935 | 1,873 | ||||||
Total | 82,458 | 71,297 |
The maximum exposure to credit risk on the date of the statement of financial position is the carrying amounts according to theabove.
Note 15. Short-term investments
June 30, 2021 | December 31, 2020 | |||||||
Funds | 310,913 | - | ||||||
Bonds and certificates | 11,772 | - | ||||||
Total | 322,685 | - |
Some of the cash received in the IPO has been invested in different short-term investments for the purpose of securing and increasing the value until the cash is needed for investments in the business, including, for example, new production facilities. The short-term investments are made in SEK and USD.
15
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Funds consist of primarily 'money market funds', i.e. a kind of mutual fund that invests in highly liquid, near-term instruments and high-credit-rating, debt-based securities with a short-term maturity.
Bonds and certificates consist of corporate bonds and commercial papers.
The changes in fair value recorded in the profit and loss for the three and six months ended June 30, 2021 were $31 thousand. The fair value changes were recognized as an expense and included in Finance income and expenses, net.
Note 16. Cash and cash equivalents
June 30, 2021 | December 31, 2020 | |||||||
Cash and cash equivalents | ||||||||
Short-term deposits | 309,071 | - | ||||||
Cash at bank and on hand | 215,167 | 105,364 | ||||||
Total | 524,238 | 105,364 |
Short-term deposits are time deposits and structured deposits, with maturities of 1 to 9 months. The deposits can be withdrawn at any time before maturity date. The expected change in value is assessed as insignificant since the amount received cannot be less than the amount deposited.
Note17.Sharecapitaland othercontributedcapital
As of December 31, 2020, the Company had 433,502 thousand A-shares, 46,798 thousand B-shares and 1,406 thousand G-shares outstanding.
At an extraordinarygeneralmeetingheldonMarch15,2021abonusissuewitharegistrationdateofMarch22,2021 was made.Thebonusissueresultedinanincreaseinthesharecapitalof$62.8thousand(SEK 535.2thousand).Thenumberofshareswereunchanged.Theparvaluepersharechangedto$0.00017(SEK0.00148).
At an extraordinary general meeting on May 4, 2021, the shareholders of the Company approved to adopt new articles of association according to the Board's proposal. As a consequence of the adoption of the new articles of association, the share classes were removed so that the Company only has ordinary shares.
On the date of the IPO, on May 20, 2021 the following transactions were carried out:
• | A redemption of 58 thousand shares was made in order to maintain the economic values among the shareholders after the removal of share classes. The reduction took place through retirement of shares and the share capital was reduced by the amount of $10.35 (SEK 86.24). |
• | All outstanding warrants were exercised into 39,317 thousand ordinary shares and the share capital was increased by $7.1 thousand (SEK 59.0 thousand). |
• | 6,124 thousand ordinary shares were issued to convert a portion of the shareholder's loan and the share capital was increased by $1.1 thousand (SEK 9.2 thousand). |
• | A bonus issue was made. The bonus issue resulted in that the par value per share changed to $0.00018 (SEK 0.0015) through an increase in the share capital of $1.1 thousand (SEK 8.9 thousand). The number of shares remained unchanged. |
• | A new share issue was carried out consisting of 64,688 thousand shares which have been subscribed and allotted and the share capital was increased by $11.7 thousand (SEK 97.0 thousand). |
As of June 30, 2021 591,777 thousand ordinary shares were outstanding and the par value per share was $0.00018 (SEK 0.0015).
16
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note18.Liabilitiestocreditinstitutions
June 30, 2021 | December 31, 2020 | |||||||
Non-current liabilities to credit institutions | 4,454 | 91,655 | ||||||
Current liabilities to credit institutions, consisting of the following: | ||||||||
-Liabilities to credit institutions | 2,591 | 4,335 | ||||||
-Overdraft facilities | - | 1,197 | ||||||
Total | 7,045 | 97,187 |
During the six months ended June 30, 2021 the Group utilized GBP in the equivalent of $54.9 million, and USD in the equivalent of $50 million, of the multi-currency facility available. The credit had a maturity of three months for every drawdown and could be extended on a rolling three-month basis. The interest rate was GBP and USD Libor three months. The credits were repaid in May 2021.
On April 14, 2021, the Group entered into a Sustainable Revolving Credit Facility Agreement (the 'SRCF Agreement') including a multicurrency revolving credit facility of SEK 3.6 billion with an accordion option of another SEK 850 million, subject to the fulfilment of certain conditions and at the lenders' discretion. The SRCF Agreement have replaced the previous financing agreement. The initial term of the SRCF Agreement is three years from May 20, 2021 with an option to extend twice, for one additional year each at thelenders'discretion. Borrowings under the SRCF Agreement are repayable at the end of the interest period to which that loan relates and carry an interest rate of the aggregate of the applicable margin and SONIA, LIBOR (with a rate switch to SOFR), STIBOR or EURIBOR, depending on the denominated currency, amounts loaned and if the denominated currency is a rate switch currency. Under the SRCF Agreement, the Group is subject to both financial and non-financial covenants. The non-financial covenants are covenants linked to sustainability measures. The financial covenants are tangible solvency, minimum EBITDA and liquidity requirements. The financial covenants are subject to a conversion right and it may be exercised at our discretion from December 31, 2023, and following such conversion, the existing tangible solvency, minimum EBITDA and liquidity covenants will fall away and be replaced with a total net leverage ratio. The SRCF Agreement also contains limitations on the Group's ability to pay dividends until the Group exercise their covenant conversion right.
At June 30, 2021 the Group has not utilized any loan amounts under the new SRCF agreement. The Liabilities to credit institutions balance at June 30, 2021 is related to outstanding amounts on the European Investment Fund Facility (the 'EIF Facility') which was entered into in October 2019.
During the six months ended June 30, 2021 the credit agreement with Israel Discount Bank of New York (the 'IDB Facility') was pre-terminated as of 30 June 2021.
Note19.Provisions
At December 31, 2020 | 7,121 | |||
Additions: included in the acquisition value of right-of-use assets | 960 | |||
Charged to the consolidated statement of operations: | ||||
-Unwinding of discount effect | 82 | |||
At June 30, 2021 | 8,163 |
The provision relates to restoration costs for leased production facilities.
Note 20. Shareholder loan
During the three months ended June 30, 2021, the Company and the majority shareholders extended the final repayment date of the Subordinated Bridge Facilities from April 1, 2021 to the earlier of (a) the date of settlement in respect of the initial public offering of shares (or related instruments) in Oatly Group AB in the U.S. and (b) August 17, 2021. In May 2021, $10.9 million was repaid in cash, and the remainder was converted into 6,124,004 ordinary shares at a price equal to the public price in the initial public offering.
17
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note21.Accruedexpenses
June 30, 2021 | December 31, 2020 | |||||||
Accrued marketing and sales expenses | 13,809 | 9,545 | ||||||
Accrued personnel expenses | 29,243 | 24,157 | ||||||
Accrued production expenses | 12,638 | 4,576 | ||||||
Accrued IPO preparation, transaction and offering expenses | 7,118 | 2,095 | ||||||
Other accrued expenses | 21,897 | 19,581 | ||||||
Total | 84,705 | 59,954 |
Note 22. Related party disclosures
Share-based compensation to related parties
Information about share-based compensation to related parties is found in Note 6 Share-based compensation.
Loans to related parties
During 2016 to 2020, the Group granted warrants to certain members of the key management, other employees and to an entity controlled by related parties. In addition to the warrants, the Group issued full recourse loans at a market rate to the participants for the purchase price of the warrants. The balances outstanding relating to certain members of key management was $3.3 million at December 31, 2020. In connection with the Company's IPO in May 2021, the warrants were exercised, and the loans were repaid by the warrant holders.
Shareholder loans from related parties
The shareholder loans received during 2020 have been completely settled during the three months period ended June 30, 2021. For more information, see Note 20.
Note23.Losspershare
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Weighted average number of shares (thousands) | 530,773 | 433,502 | 505,676 | 433,502 |
Losspersharewascalculatedasfollows:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Loss for the period attributable to the shareholders of the parent | (59,064 | ) | (4,790 | ) | (91,447 | ) | (12,963 | ) | ||||||||
Weighted average number of shares (thousands) | 530,773 | 433,502 | 505,676 | 433,502 | ||||||||||||
Basic and diluted loss per share, US $ | (0.11 | ) | (0.01 | ) | (0.18 | ) | (0.03 | ) |
Potential dilutive securities that were not included in the diluted loss per share calculations because they would be anti-dilutive were as follows:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Restricted stock units | 1,257,127 | - | 1,257,127 | - | ||||||||||||
Stock options | 6,867,649 | - | 6,867,649 | - | ||||||||||||
Warrants | - | 40,307,328 | - | 40,307,328 |
18
Notestotheinterimcondensedconsolidatedfinancialstatements
(inthousandsofU.S.dollarsunlessotherwisestated)
Note24.CommitmentsandContingencies
Commitments
Minimumpurchasecommitments
The Group has several supplier contracts primarily for production and packaging services where minimum purchase commitments exist in the contract terms. The commitments are associated with contracts that are enforceable and legally binding and that specify allsignificantterms,includingfixedorminimumservicestobe used and fixed, minimum or variable price provisions. Historically, the Group's annual purchase volumes have exceeded the minimum purchasecommitments,andtheGroupexpectsthevolumestocontinuetoexceedtheminimumpurchasecommitmentsgoingforward.
Leases and property, plant and equipment
TheGrouphasthefollowingleaseagreements,whichhadnotcommencedasofJune 30,2021,buttheGroupiscommittedto:
• | One lease agreement regarding production equipment in Ogden, Utah under which the Group's obligations amount to $7.8 million for a term of seven years, and the commencement date is expected to be in the second half of 2021. |
• | For the previously mentioned Ogden, Utah agreement, one additional building under which the Group's obligations amount to $27.9 million for term of 40 years. The additional building has commencement date of December 31, 2022. |
• | Two lease agreements regarding production equipment in Maanshan, China under which the Group's obligations collectively amount to $15.9 million for a term of six years, and the commencement dates are expected to be in the second half of 2021. |
• | One lease agreement regarding R&D premises in Lund, Sweden under which the Group's obligations amount to $14.6 million for a term of 15 years. The additional building has commencement date of September 1, 2023. |
In addition to the lease agreements above, the Group is committed to two purchase agreements regarding production equipment in Peterborough, UK under which the Group's obligations amount to $71.8 million. The production equipment is expected to be delivered in 2022.
Legalcontingencies
From time to time, the Group may be involved in various claims and legal proceedings related to claims arising out of theoperations. During the period ended June 30, 2021, the Group was not a party to any material legal proceedings, including any such proceedings that are pending or threatened,ofwhichthe Groupisaware.
Note25.Eventsafterthereportingperiod
In July and August 2021, securities class action complaints were filed, captioned Jochims v. Oatly Group AB et al, Docket No. 1:21-cv-06360 and Bentley v. Oatly Group AB et al, Docket No. 1.21-cv-06485, in the United States District Court for the Southern District of New York against the Company, and certain of its officers and directors alleging violations of the Securities Act of 1934 and SEC Rule 10b5-1. The Company disputes each and every claim and intends to defend the matter vigorously.
In July 2021, the Group entered into a new lease agreement regarding a production facility in Peterborough, UK, under which the Group's obligations amount to $61.9 millionover the lifetime of the lease, and the commencement date is expected to be in 2022.
19
Management's Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This discussion and analysis reflects our historical results of operations and financial position and contains estimates and forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The words 'may,' 'might,' 'will,' 'could,' 'would,' 'should,' 'expect,' 'plan,' 'anticipate,' 'intend,' 'seek,' 'believe,' 'estimate,' 'predict,' 'potential,' 'continue,' 'contemplate,' 'possible,' and similar words are intended to identify estimates and forward-looking statements.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light of information currently available to us. Many important factors may adversely affect our results as indicated in forward-looking statements. These factors include, but are not limited to:
• | our history of losses and inability to achieve or sustain profitability; |
• | reduced or limited availability of oats or other raw materials that meet our quality standards; |
• | failure to obtain additional financing to achieve our goals or failure to obtain necessary capital when needed on acceptable terms; |
• | damage or disruption to our production facilities; |
• | harm to our brand and reputation as the result of real or perceived quality or food safety issues with our products; |
• | our ability to successfully compete in our highly competitive markets; |
• | reduction in the sales of our oatmilk varieties; |
• | risks associated with accounting estimates, currency fluctuations and foreign exchange controls; |
• | failure to expand our manufacturing and production capacity without significant disruption in order to meet demand of our products; |
• | failure by our logistics providers to deliver our products on time, or at all; |
• | our ability to successfully ramp up operations at any of our new facilities and operate them in accordance with our expectations; |
• | failure to develop and maintain or brand; |
• | the impact of the COVID-19 pandemic, including the spread of variants of the virus, on our business; |
• | our ability to introduce new products or successfully improve existing products; |
• | our ability to successfully remediate the material weaknesses in our internal control over financial reporting; |
• | through our largest shareholder, Nativus Company Limited, entities affiliated with China Resources Verlinvest Health Investment Ltd. will continue to have significant influence over us, including significant influence over decisions that require the approval of shareholders; and |
• | as a foreign private issuer, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company. |
We operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor are we able to assess the impact of all of these risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those contained in any forward-looking statements.
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We qualify all of our forward-looking statements by these cautionary statements. For additional information, refer to the risk factors discussed under the section titled 'Risk Factors' in our prospectus, dated May 19, 2021, filed with the Securities and Exchange Commission ('SEC') in accordance with Rule 424(b) of the Securities Act on May 21, 2021 (the 'Prospectus'), and in our other filings with the U.S. Securities and Exchange Commission ('SEC').
You should read this discussion and analysis completely and with the understanding that our actual future results may be materially different from our expectations.
Investors and others should note that we announce material financial information to our investors using our Investors website (investors.oatly.com), SEC filings, press releases, public conference calls, and webcasts. We use these channels, as well as social media, to communicate with our users and the public about our company and other issues. It is possible that the information we post on these channels could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our Company to review the information we post on the channels listed on our Investors website.
Overview
Wearetheworld'soriginalandlargestoatmilkcompany.Forover25years,wehaveexclusivelyfocused ondevelopingexpertisearoundoats:a globalpower cropwith inherentpropertiessuitedforsustainabilityand humanhealth.Ourcommitmentto oatshas resultedin coretechnicaladvancementsthatenabledus to unlockthe breadthof thedairyportfolio,includingmilks,icecreams,yogurts,cookingcreams,spreadsand on-the-godrinks. Since our founding, we have had a bold vision for a food system that is better for people and the planet. We believe that transforming the food industry is necessary to face humanity's greatest challenges across climate, environment, health and lifestyle andhavenotonlypositionedourbrandtocapitalizeonthegrowing consumerinterestin sustainable,plant- basedfoodsanddairyalternatives,butwehavebecomeadrivingforcebehindincreasedconsumerawareness andtransitionfromtraditionaldairyconsumersto Oatly. Webelievethereissubstantialopportunity togrowour consumerbase,increasethevelocityatwhichhouseholdspurchaseour productsand disrupttheglobaldairy marketofapproximately$600billionin theretailchannelalone.
Our products are sold through a variety of channels, from independent coffee shops to continent-wide partnerships with established franchises like Starbucks, from food retailers like Target and Tesco to premium natural grocers and corner stores, as well as through e-commerce channels such as Alibaba's Tmall.
On May 24, 2021, we completed our initial public offering of common stock, in which we sold 64,688,000 American Depositary Shares ('ADSs'), each representing one ordinary share, and the selling shareholders sold an aggregate of 32,344,400 ADSs, including 12,656,400 ADSs sold by the selling shareholders pursuant to the underwriters' over-allotment option. The ADSs began trading on the Nasdaq Global Select Market on May 20, 2021. The ADSs were sold at an initial public offering price of $17.00 per share for net proceeds to the Company of approximately $1,037.3 million, after deducting underwriting discounts and commissions of $52.2 million and offering expenses of $10.1 million payable by us.
Components of Results of Operations and Trends and Other Factors Affecting our Business
The following briefly describes the components of revenue and expenses as presented in our consolidated statements of operations and trends and other factors affecting our business.
Supply chain update
Todate,ourgrowthhasbeenconstrainedby our productioncapacity,as consumerdemandforour products continuestooutpaceourglobalcapacity.
Forthethree and six monthsendedJune 30, 2021, approximately53% and 53% of our products, respectively,were producedthroughtheco-packingand completeoutsourcingmodel,27% and 27% througha hybrid model, respectively,and20% and 20% throughourownend-to-endmanufacturing, respectively.In thelong term,we planforthemajorityof our productiontobethroughafullend-to-endproductionmodel,aswe believethiswillallowus to drivespeedto marketand have thestrongestproductquality,economicsand sustainabilityintegration.
Themajorityofourcapitalexpendituresforthesix monthsended June 30, 2021 reflectour global,strategic productioncapacityinvestments,andweexpectthistocontinuefortheforeseeablefuture.We have doubled our oat base capacity in our hybrid facility in Vlissingen, Netherlands during the first half of 2021 and we expect that it will take several quarters until we realize the full potential of that new capacity.Inaddition,webeganproduction of oat base during the first quarteratour facilityin Ogden, Utah (self-manufacturing), which we shipped to a copacker for filling. We continued the ramping up of our Ogden facility during the second quarter with both oat base and in-house filling of chilled and ambient products and we expect the ramping up phase to continue through the third and fourth quarters according
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to plan. We began commercial productionatour new facilityin Singapore(hybrid)in July and our new facilityin MaanshanintheAnhuiprovinceineasternChina (self-manufacturing) is still tracking forend of year2021. We expect that these expansions will in the aggregate result in approximatelyone billionlitersof finishedgoods equivalentof oat basecapacityat the end of financial year 2022. We also recentlyannouncedourplanstoconstructafacilityinPeterborough,theUnitedKingdom and a facility in Fort Worth, Texas. Wearealsoinvesting inimprovementsto our existingfacilitiesand manufacturingequipment.We arefinancingtheseexpansionsand improvementsthroughacombinationofcash,includingtheproceedsof our initial public offeringin May2021, ourcredit facilities described under 'Credit Facilities' and the leasing arrangements described under 'Contractual Obligations and Commitments'. In the six months ended June 30, 2021 weinvested$134.4 million,in property,plantand equipmentto expand our productioncapacity.
Impact of the COVID-19 Pandemic
TheCOVID-19 pandemichasimpactedourbusinessoperationsand customerand consumerdemand. AlthoughcertaingovernmentrestrictionsaroundtheworldimposedasaresultoftheCOVID-19 pandemichave beguntobeliftedandcertainexceptionstotheserestrictionshaveallowedfortakeawayanddelivery,which haveenabledcertainofourcustomerstocontinuetogeneratebusiness,weexperiencedadeteriorationin salesto coffeeshopsandrestaurantcustomersduringthesecondquarterof2020asstay-at-homeorders becameandremainedmorewidespread.However,we alsoexperiencedan increasein retaildemandbeginningin thesecondquarterof2020asconsumersshiftedtowardmoreat-homeconsumption,andwe transitionedour distributiontomeetthisshift. We began to notice an improvement in the foodservices channel during the second half of 2020 as some of our key markets began to reduce some of the restrictions. This trend has continued during the first half 2021.
Wehaveimplementedandcontinuetopracticeaseriesofphysicaldistancingandsafetypracticesatour productionfacilities,whichmayresultinincreasesin long-termoperationcosts.Ifwe areforcedto makefurther modificationsorscalebackhoursofproductioninresponsetothepandemic,weexpectourbusiness,financial conditionandresultsofoperationswouldbemateriallyadverselyaffected.Becausewe currentlysellallproducts weproduce,ifwewereforcedtocloseanyofourfacilitiesas a resultof thepandemicor any new government regulationsimposedinanyofthecountriesinwhichourfacilitiesoperate,thiswould materiallyaffectour results ofoperations.Todate,otherthanoneclosureforafewdaysatourVlissingenfacilityinmid-April2021,we havenotclosedanyofourproductionfacilitiesinresponsetothepandemic,butwehaveexperienceddelaysin theconstructionofournewfacilitiesinSingaporeandOgdenasaresultofCOVID-19, andtherecan be no assurancethattherewillnotbeclosuresoradditionaldelaysinthefutureasaresultoftheCOVID-19 pandemic. Thepandemichasalsonegativelyimpactedourrateof researchand innovation,as we have experienceddelaysin testsand launchesof our new products. Theenvironmentremainshighlyuncertain, including the length of time needed to vaccinate a significant segment of the global population and effectiveness of the vaccines with respect to the new variants of the virus, andwearecontinuingto closelymonitortheimpactof the COVID-19 pandemiconourbusiness.
Revenue
Wegeneraterevenueprimarilyfromsalesofouroatmilkandotheroat-basedproductsacrossour three geographicregions:EMEA, AmericasandAsia.Ourcustomersincluderetailers,e-commercechannels,coffee shops and otherspecialtyproviderswithinthefoodserviceindustry.
EMEAhasbeenourlargestregiontodate,followedbyAmericasandAsia.Currently,ourprimarymarkets inEMEAareSweden,theUnitedKingdomandGermany.IntheAmericas,substantiallyallofourrevenueto datecanbeattributedtotheUnitedStates,andinAsia,themajorityof our revenueisgeneratedin China. The channelandproductmixvarybycountry,whereourmorematuremarkets,such as Sweden and Finland,have a broaderproductportfolioavailableto customersand consumers.
Weroutinelyoffersalesdiscountsand promotionsthroughvariousprogramsto customers.These programs includerebates,temporaryon-shelfpricereductions,retaileradvertisements,productcoupons and othertrade activities.Theexpenseassociatedwiththesediscountsandpromotionsisestimatedandrecordedasareduction intotalgrossrevenueinordertoarriveatreportednetrevenue.We anticipatethatthesepromotionalactivities couldimpactour netrevenueand thatchangesin such activitiescouldimpactperiod-over-periodresults.
To date we have experienced accelerated demand and our revenue growth has been constrained by limitations in our production capacity. As noted above we plan to significantly increase our capacity to support our continued expansion and revenue growth across our three geographic regions.
The following factors and trends in our business have driven net revenue growth over prior periods and are expected to be key drivers of our net revenue growth going forward:
- | Continue to expand household penetration and increase our velocity by continuing to invest in branding, advertising and marketing to educate consumers about our sustainability, our values and the premium quality of our products. |
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- | Expand geographic footprint across foodservice channel includingindependent coffee shops and branded foodservice offerings such as Starbucks as we believe this will help drive consumer awareness of our brand and purchase rates of our products within retail and e-commerce channels. |
- | Grow within retail channels globally by increasing our distribution points with existing and new customers, capturing greater shelf space and continue to drive velocity increases. |
- | Scale our e-commerce capabilities by strategically partnering with leading third-party platforms to market our products and increase our reach. |
Expand global production capacity to meet unmet demand.
Cost of goods sold
Costofgoodssoldconsistsprimarilyofthecostofoatsandotherrawmaterials,productpackaging, co-manufacturing fees, direct labor and associated overhead costs and property, plant and equipment depreciation.Ourcostofgoodssoldalsoincludeswarehousingand transportationof inventory.We expectour costofgoodssoldtoincreaseinabsolutedollarstosupportour growth. However, we expectthat,overtime,cost ofgoodssoldwilldecreaseasapercentageofnetrevenue,asaresultofthescalingofourbusinessand optimizingour productionfootprint.
Gross profitand margin
Grossprofitconsistsofournetrevenuelesscostsofgoodssold.Wehavescaledourproductionquickly, withapriorityongrowthandmeetingdemandovergrossprofitandmarginoptimization.Aswecontinueto expandproductionbymovingproductioncapacityclosertoourcustomersandconsumers,shiftingtowards hybridandend-to-endproductionsolutions,weexpectto graduallyimproveour manufacturingoperational performanceand leveragethecostof our fixedproductionand staffcosts.
Operatingexpenses
Researchand developmentexpensesconsistprimarilyof personnelrelatedexpensesforour researchand developmentstaff,includingsalaries,benefitsandbonuses,butalsothird-partyconsultancyfeesand expenses incurredrelatedtoproducttrialruns.Our researchand developmenteffortsarefocusedon enhancementsto our existingproductformulationsandproductionprocessesinadditionto thedevelopmentof new products.We expecttheseexpensestoincreasesomewhatinabsolutedollarsbuttoslightlydecreaseasapercentageof revenueas we continueto scaleproduction.
Selling,generaland administrativeexpensesincludeprimarilypersonnelrelatedexpenses,brandawareness andadvertisingcosts,costsassociatedwith consumerpromotions,productsamplesand salesaids.These also include customer distribution costs, i.e.outbound shippingand handlingcosts for finished goods,and otherfunctionalrelatedsellingand marketingexpenses, depreciationandamortizationexpenseonnon-manufacturingassetsand othermiscellaneousoperatingitems. Selling,generalandadministrativeexpensesalsoincludeauditorfeesand otherthird-partyconsultancyfees, expensesrelatedtomanagement,financeandaccounting,informationtechnology,humanresourcesand other officefunctions.Weexpectselling,generalandadministrativeexpensestoincreaseinabsolutedollarsas we increaseour expansioneffortsto meetour productdemandbut to decreaseas a percentageof revenueovertime.
Otheroperating(expense)/incomeconsistsprimarilyof netforeignexchangegains(losses)on operating relatedactivities.
Netfinanceexpenseprimarilyconsistsof interestexpenserelatedto loansfromcreditinstitutions,interest expenseon leaseliabilitiesand foreignexchangelossesattributableto our financingarrangements.
Income tax expense represents both current and deferred income tax expenses. Current tax expenses primarilyrepresentincometaxesbasedon incomein multipleforeignjurisdictions.
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Resultsof Operations
The following table sets forth the consolidated statements of operations in U.S. dollars and as a percentage of revenue for the periods presented.
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||||||||
(in thousands $) | % of revenue | (in thousands $) | % of revenue | (in thousands $) | % of revenue | (in thousands $) | % of revenue | |||||||||||||||||||||||||
Revenue | 146,151 | 100.0 | % | 95,309 | 100.0 | % | 286,203 | 100.0 | % | 179,553 | 100.0 | % | ||||||||||||||||||||
Cost of goods sold | (107,544 | ) | (73.6 | )% | (64,498 | ) | (67.7 | )% | (205,662 | ) | (71.9 | )% | (121,459 | ) | (67.6 | )% | ||||||||||||||||
Gross profit | 38,607 | 26.4 | % | 30,811 | 32.3 | % | 80,541 | 28.1 | % | 58,094 | 32.4 | % | ||||||||||||||||||||
Research and development expenses | (3,952 | ) | (2.7 | )% | (1,303 | ) | (1.4 | )% | (7,044 | ) | (2.5 | )% | (2,482 | ) | (1.4 | )% | ||||||||||||||||
Selling, general and administrative expenses | (83,132 | ) | (56.9 | )% | (33,345 | ) | (35.0 | )% | (149,939 | ) | (52.4 | )% | (64,186 | ) | (35.7 | )% | ||||||||||||||||
Other operating income and expense | 373 | 0.3 | % | (510 | ) | (0.5 | )% | (177 | ) | (0.1 | )% | (944 | ) | (0.5 | )% | |||||||||||||||||
Operating loss | (48,104 | ) | (32.9 | )% | (4,347 | ) | (4.6 | )% | (76,619 | ) | (26.8 | )% | (9,518 | ) | (5.3 | )% | ||||||||||||||||
Finance income and expenses, net | (10,696 | ) | (7.3 | )% | (23 | ) | (0.0 | )% | (12,616 | ) | (4.4 | )% | (2,673 | ) | (1.5 | )% | ||||||||||||||||
Loss before tax | (58,800 | ) | (40.2 | )% | (4,370 | ) | (4.6 | )% | (89,235 | ) | (31.2 | )% | (12,191 | ) | (6.8 | )% | ||||||||||||||||
Income tax expense | (264 | ) | (0.2 | )% | (420 | ) | (0.4 | )% | (2,212 | ) | (0.8 | )% | (772 | ) | (0.4 | )% | ||||||||||||||||
Loss for the period attributable to shareholders of the parent | (59,064 | ) | (40.4 | )% | (4,790 | ) | (5.0 | )% | (91,447 | ) | (32.0 | )% | (12,963 | ) | (7.2 | )% |
For the three and six monthsended June 30, 2021 and 2020
Revenue
Revenue increased by $50.8 million, or 53.3%, to $146.2 million for the three months ended June 30, 2021, net of sales discounts, rebates and trade promotions from $95.3 million for the three months ended June 30, 2020, which was primarily a result of the additional supply coming from our existing and new facilities to meet the growing demand we have for our products. The foreign exchange benefit on revenues was approximately $10.2 million. The produced finished goods volume for the second quarter of 2021 amounted to 106 million liters compared to 74 million liters for the same period last year, an increase of 43.2%.
The Company experienced broad-based growth across retail and foodservice sales channels for the three months ended June 30, 2021. The Retail Channel experienced a significant increase in sales during the second quarter of 2020 more than offsetting the decline we recorded in the Foodservice Channel, primarily noticeable in Americas, as a consequence of market imposed COVID-19 restrictions. The Foodservice channel has rebounded compared to prior year period with the reopening of on-premise outlets from the relaxation of COVID-19 restrictions in our key markets. For the three months ended June 30, 2021 and 2020, the Foodservice channel accounted for 33.2% and 21.6% of our revenue, respectively, and the Retail Channel accounted for 61.5% and 74.5% of our revenue, respectively.
EMEA,theAmericasandAsiaaccountedfor53.7%,28.3%and18.0%ofourtotalrevenueinthethree monthsended June 30, 2021, respectively,as comparedto 62.6%, 26.3% and 11.1% of our totalrevenuein the threemonthsended June 30, 2020, respectively.
Revenueincreasedby$106.7million,or59.4%,to$286.2millionforthesixmonthsended June 30, 2021, net of sales discounts, rebates and trade promotions from $179.6 million for the six months ended June 30, 2020, which was primarily a result of the additional supply coming from our existing and new facilities to meet the growing demand we have for our products.The foreign exchange benefit on revenues was approximately $19.4 million. We produced 196 million finished goods liters equivalent of oat base for the first six months of 2021 compared to 135 million liters for the same period last year, an increase of 45.2%.
The Company experienced broad-based growth across retail and foodservice sales channels for the six months ended June 30, 2021. For the first six months ended June 30, 2021 and 2020, the Foodservice channel accounted for 31.7% and 21.5% of our revenue, respectively and the Retail Channel accounted for 63.6% and 74.7% of our revenue, respectively. As noted above, during the second quarter of 2020 we experienced a significant shift in sales from Foodservice to Retail more than offsetting the decline in Foodservice sales. Starting in the second half of 2020, we have seen a noticeable rebound in the Foodservice channel.
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EMEA,theAmericasandAsiaaccountedfor56.0%,26.2%and17.9%ofourtotalrevenueinthesix monthsended June 30, 2021, respectively,as comparedto 66.2%, 25.3% and 8.6% of our totalrevenuein the sixmonthsended June 30, 2020, respectively.
As of June 30, 2021 our products were available at over 65,000 retail doors and over 60,000 foodservice doors, respectively.
Our employee headcount increased significantly compared to prior year in order to support the significant growth of our business growing from 568 headcount as of June 30, 2020 to 1,478 as of June 30, 2021.
Cost of goods sold
Costofgoodssoldincreasedby$43.0 million,or66.7%,to$107.5millionforthethreemonthsended June 30,2021,from$64.5millionforthethreemonthsended June 30, 2020, which was primarilya resultof higherrevenueacrossour threesegments.
Costofgoodssoldincreasedby$84.2 million,or69.3%,to$205.7millionforthesixmonthsended June 30,2021,from$121.5millionforthesixmonthsended June 30, 2020, which was primarilya resultof higherrevenueacrossour threesegments.
We have to date experienced limited material cost inflation compared to prior year as we have benefited from volume growth, except for rapeseed oil. Rapeseed oil accounts for a minor portion of our total cost of goods sold. We have noticed an increase in freight costs driven by the effects of the pandemic, primarily in Americas and EMEA driven by shortage in capacity. We have also seen price increases related to our shipments from EMEA to Asia. We expect that the localization and expansion of our production capacity within the regions will help to offset some of these freight cost headwinds.
Gross profitand margin
Grossprofitincreasedby$7.8million,or25.3%,to$38.6millionforthethreemonthsendedJune 30, 2021,from$30.8millioninthesameperiodin2020.Grossmargindecreasedby 5.9%, to 26.4% forthethree monthsendedJune 30,2021, from32.3% forthethreemonthsended June 30, 2020, which was due to a numberoffactors,primarily due tohigherlogisticsexpensesinEMEA and theUnitedStates as well as higher container rates for our shipments from EMEA to Asia, a changeinsegment, channel and customer mix, a higher share of co-packing production and, to a lesser extent, negative impacts from foreign exchange.
Grossprofitincreasedby$22.4million,or38.6%,to$80.5millionforthesixmonthsendedJune 30, 2021,from$58.1millioninthesameperiodin2020.Grossmargindecreasedby 4.2%, to 28.1% forthesix monthsendedJune 30,2021, from32.4% forthesixmonthsended June 30, 2020, which was due to a numberoffactors,primarily due to higherlogisticsexpensesinEMEA and theUnitedStates as well as higher container rates for our shipments from EMEA to Asia, achangeinsegment, channelandcustomermixand a higher share of co-packing production.
Research and development expenses
Research and development expenses increased by $2.6 million, or 203.3%, to $4.0 million for the three months ended June 30, 2021, from $1.3 million for the three months ended June 30, 2020 and as a share of revenues 2.7% and 1.4%, respectively. This increase was primarily due to an increase of $1.8 million in employee related expenses due to higher headcount, which include $0.3 million in costs for the 2021 Plan, and $0.4 million in consultant and other professional fees.
Researchanddevelopmentexpensesincreasedby $4.6 million,or 183.8%, to $7.0 millionforthesix monthsended June 30, 2021, from$2.5 millionforthesixmonthsended June 30, 2020, and as a share of revenues 2.5% and 1.4%, respectively. This increase was primarily due to an increase of $3.4 million in employee related expenses due to higher headcount, which include $0.3 million in costs for the 2021 Plan, and $0.5 million in consultant and other professional fees.
Selling, general and administrative expenses
Selling,generalandadministrative ('SG&A')expensesincreasedby $49.8 million,or 149.3%, to $83.1 millionforthe threemonthsendedJune 30,2021from$33.3millionforthethreemonthsendedJune 30,2020 and as a share of revenues 56.9% and 35.0%, respectively. This increase was primarily due to an increase of $22.3 million in employee related expenses, which include $4.0 million in costs for the 2021 Plan, as a result of increased headcount as we continue to invest in our growth and also added headcount for being a public company. For additional information regarding the 2021 Plan, see Note 6 to our condensed consolidated financial statements, which are included elsewhere in this report. There also were $12.5 million in increased costs relating to external consultants, contractors, and other professional fees, of which $7.1 million is one-off costs related to our initial public offering and the rest of the increase is due to the growth of the business and added costs for being a public company, $5.3 million in increased brandingandmarketingexpenses, due to our growth, but also due to lower branding and marketing activities prior year due to the COVID-19 pandemic. Customer distribution costs
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increased with $4.7 million mainly as a consequence of higher revenue, but also increased as percentage of revenue from 6.3% to 7.3%, due to a number of factors including higher freight rates.
Selling,generalandadministrativeexpensesincreasedby $85.8 million,or 133.6%, to $149.9 millionforthe sixmonthsendedJune 30,2021from$64.2 millionforthesixmonthsendedJune 30,2020 and as a share of revenues 52.4% and 35.7%, respectively.This increase was primarily due to an increase of $32.2 million in employee related expenses, which include $4.0 million in costs for the 2021 Plan, as a result of increased headcount as we continue to invest in our growth and also added headcount for being a public company. There also was $19.6 million in increased costs relating to external consultants, contractors, and other professional fees, of which $9.3 million is one-off costs related to our initial public offering and the rest of the increase is due to the growth of the business and added costs for being a public company, $18.0 million in increased brandingandmarketingexpenses, including our Super Bowl commercial and other campaigns, due to our growth, but also due to lower branding and marketing activities prior year due to the COVID-19 pandemic. Customer distribution costs increased with $9.1 million mainly as a consequence of higher revenue, but also increased as percentage of revenue from 6.1% to 7.0%, due to a number of factors including higher freight rates.
Other operatingincome and expense
Other operating income and expense primarily consists of foreign exchange gains and losses on operating items.
Other operating income and expense for the three months ended June 30, 2021, include net foreign exchange gains of $0.3 million compared to net foreign exchange losses of $0.5 million for the three months ended June 30, 2020.
Other operating income and expense for the six months ended June 30, 2021, include net foreign exchange losses of $0.5 million compared to net foreign exchange losses of $0.9 million for the six months ended June 30, 2020.
Net financeexpense
Net finance expense increased by $10.7 million to $10.7 million for the three months ended June 30, 2021, from $0.0 million for the three months ended June 30, 2020. The increase in finance expenses was primarily due to net foreign exchange losses of $6.9 million for the three months ended June 30, 2021, compared to net foreign exchange gains of $3.6 million for the three months ended June 30, 2020. The foreign exchange gains and losses are related to the revaluation of external and intercompany financing arrangements. Interest expenses increased with $4.0 million, partially offset by $1.7 million in increased capitalized interest costs relating to our ongoing capex projects. The increase in interest expenses during the quarter is related to $2.0 million in one-off expenses in connection with pre-terminating the SLL Agreement (as defined below), higher utilization of loan facilities and additional leasing arrangements compared to the prior year period.
Net finance expense increased by $9.9 million to $12.6 million for the six months ended June 30, 2021, from $2.7 million for the six months ended June 30, 2020. The increase in finance expenses was primarily due to net foreign exchange losses of $3.6 million for the six months period ended June 30, 2021, compared to net foreign exchange gains of $2.4 million for the six months ended June 30, 2020. The foreign exchange gains and losses are related to the revaluation of external and intercompany financing arrangements. Interest expenses increased with $7.8 million, partially offset by $3.4 million in increased capitalized interest costs relating to our ongoing capex projects. The increase in interest expenses is related to $2.0 million in one-off expenses in connection with pre-terminating the SLL Agreement (as defined below), higher utilization of loan facilities and additional leasing arrangements compared to the prior year period.
Income taxexpense
Income tax expense decreased by $0.1 million, or 37.1%, to $0.3 million for the three months ended June 30, 2021 from $0.4 million for the three months ended June 30, 2020. The effective tax rates for the three months ended June 30, 2021 and 2020 were (0.4%) and (9.6%), respectively. The main driver of the Group's effective tax rate is unrecognized tax losses in Sweden and certain other jurisdictions.
Income tax expense increased by $1.4 million, or 186.5%, to $2.2 million for the six months ended June 30, 2021 from $0.8 million for the six months ended June 30, 2020, which was driven by higher taxable income in certain jurisdictions. The effective tax rates for the six months ended June 30, 2021 and 2020 were (2.5%) and (6.3%), respectively. The main driver of the Group's effective tax rate is unrecognized tax losses in Sweden and certain other jurisdictions.
Seasonality
For the periods presented,wehavenotexperiencedanypronouncedseasonality,butsuchfluctuationsmayhave been masked by our rapidgrowth.
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Liquidityand CapitalResources
Since our inception, we have financed our operations primarily through cash generated by the issuance of equity securities and from borrowings. Our primary requirements for liquidity and capital are to finance working capital,capitalexpendituresandforgeneralcorporatepurposes.We expect to continue to use this combination of financinginadditiontoproceedsfromour initial public offeringtofundourcontinuedexpansion.Weexpectour netcapitalexpendituresfor2021tobeat the lower end oftherangeof$350millionto$400million. The amount and allocationofourfuturecapitalexpendituresdependonseveralfactors,andourstrategicinvestmentpriorities may change.Anydelaysinourexpectedincreaseinproductioncapacity,includingasaresultofthe COVID-19 pandemic,coulddelay future capital expenditures. We believe that our sources of liquidity and capital will be sufficienttomeetourexistingbusinessneedsforatleastthenext12months.
Ourprimarysourcesofliquidityareourcashandcashequivalents, short term investments andourcreditfacilities.AsofJune 30, 2021and2020,wehadcashandcashequivalentsof $524.2 millionand $84.3 million,respectively.As of December 31, 2020, we had cash and cash equivalentsof $105.4 million.Ourcashandcashequivalentsconsistofcashinbankaccounts and short-term deposits. Short-term deposits are time deposits and structured deposits.
In addition to the cash and cash equivalent, we have short-term investments with low risk and high liquidity.The investment portfolio consists of funds, bonds and certificates in USD and SEK with a market value equivalentof $322.7 million. Funds consist of primarily 'money market funds', i.e. a kind of mutual fund that invests in highly liquid, near-term instruments and high-credit-rating debt-based securities with a short-term maturity. Bonds and certificates consist of corporate bonds and commercial papers.
Inadditionto theabove,wehadaccessto$418.9 millioninundrawnbankfacilitiesasofJune 30,2021.
Credit Facilities
In October 2019, we entered into a European Investment Fund guaranteed three-year term loan facility of €7.5 million with Svensk Exportkredit (the 'EIF Facility'). The EIF Facility bears interest at EURIBOR + 2.75%. As of June 30, 2021 and December 31, 2020, we had €5.6 million and €6.6 million, respectively, outstanding on the EIF Facility.
InNovember2019,weenteredintoacreditagreementwithIsraelDiscountBankofNew York(asamended in December2020, the'IDB Facility')fora totalamountof $15 million.TheIDBFacility was pre-terminated as of June 30, 2021.
InMarch2020,we enteredintoa SubordinatedBridgeFacilitiesAgreementwith our majorityshareholders thatprovidedforthreeseparatetermloanfacilities:onefacilityforSEK145.2millionandtwofacilitiesfora totalof€65.6million(asamended,the'BridgeFacilities').Of the$115.0 millionaggregateprincipalamountof theBridgeFacilities outstanding,uponconsummationofour initial public offering,$10.9million,wasrepaidincash,andtheremainderwasconvertedinto6,124,004ordinaryshares.
InJune2020,weenteredintoaSustainabilityLinkedLoanagreement(the'SLL Agreement')withNordea BankAbp,filialiSverige,Coo¨peratieveRabobankU.A.,BNPParibasSA,BankfilialSverigeandSvensk ExportkreditincludingatermloanofSEK 725millionandarevolvingcreditfacilityofSEK 1.2billionwithan accordionoptionofanotherSEK1billion,subjecttothefulfillmentofcertainconditionsaswellasatthe lenders'discretion.Werepaid all amountsoutstandingundertheSLLAgreementinconnectionwithour initial public offering in May 2021,andtheSLL Agreementwas replacedby theSRCFAgreementdescribedbelow.
On April14, 2021, we enteredintoa SustainableRevolving Credit FacilityAgreement (the 'SRCF Agreement')withBNP ParibasSA, BankfilialSverige,CoöperatieveRabobankU.A., NordeaBankABP, FilialI SverigeandSkandinaviskaEnskildaBankenAB(publ)asBookrunningMandatedLeadArrangers,Barclays Bank Ireland PLC, J.P. Morgan AG and Morgan Stanley Bank International Limited as Mandated Lead ArrangersandCreditSuisse(Deutschland)AktiengesellschaftasLead Arrangerand SkandinaviskaEnskilda BankenAB(publ)asAgentandSecurityAgent,includingamulticurrencyrevolvingcreditfacilityofSEK 3.6 billionwithanaccordionoptionofanotherSEK 850million,subjecttothefulfilmentofcertainconditionsandat thelenders'discretion.TheSRCF AgreementreplacedtheSLL Agreementattheclosingofour initial public offering.The initialtermoftheSRCFAgreementisthreeyearsfromthesettlementdateofour initial public offering,withanoptionto extendtwice,foroneadditionalyeareach at thelenders'discretion.BorrowingsundertheSRCFAgreementarerepayableattheendof theinterestperiodto which thatloanrelatesand carryan interestrateof theaggregateof theapplicablemargin andSONIA,LIBOR(witharateswitchtoSOFR),STIBORorEURIBOR, dependingonthedenominated currency, amounts loaned and if the denominated currency is a rate switch currency. Under the SRCF Agreement,wearesubjecttoongoingcovenantssuchastangiblesolvency,minimumEBITDA andliquidity requirementsand,subjecttotheexerciseofourconversionrightrelatingtosuchcovenants,totalnetleverage ratio.ThecovenantconversionrightissubjecttotheprovisionofnoticeandnoEventofDefault(asdefinedin theSRCFAgreement)continuingattherelevanttime,anditmaybeexercisedatourdiscretionfromDecember 31,2023,andfollowingsuchconversion,theexistingtangiblesolvency,minimumEBITDA andliquidity covenantswillfallawayandbereplacedwithatotalnetleverageratio.TheSRCF Agreementalsocontains limitationson our abilityto pay dividendsuntilwe exerciseour covenant
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conversionright. Furthermore, we are subject to non-financial covenants linked to sustainability measures.
Cash Flows
The followingtablepresentsthesummaryconsolidatedcashflow informationfortheperiodspresented.
Six months ended June 30, | ||||||||
2021 | 2020 | |||||||
(in thousands $) | ||||||||
Net cash used in operating activities | (72,526 | ) | (20,132 | ) | ||||
Net cash used in investing activities | (464,594 | ) | (55,296 | ) | ||||
Net cash from financing activities | 960,865 | 151,324 |
Net cash used in operatingactivities
Net cash used in operating activities increased by $52.4 million, or 260.7% to $72.5 million for the six months ended June 30, 2021 from $20.1 million for the six months ended June 30, 2020, which was primarily driven by a loss from operations as we continue to invest and scale our business to support our growth.
Net cash used in investingactivities
Netcashusedininvestingactivitiesincreasedby$409.3million,or740.2%,to$464.6millionforthesix monthsendedJune 30,2021from$55.3millionforthesix monthsended June 30, 2020, which was primarilydrivenby purchase of short term investments of $329.4 million and $134.4 million in investments in our productioncapacityto meetthegrowing demandforour products.
Net cash fromfinancingactivities
Netcashfromfinancingactivitiesincreasedby $809.5 million,or 535.0%, to $960.9 millionforthesix monthsendedJune 30,2021from$151.3millionforthesix monthsended June 30, 2020. The increase in cash for the six months ended June 30, 2021, was due primarily to the net proceeds of $1,037.3 million from our initial public offering, proceeds from the exercise of warrants of $38.5 million, partially offset by net decrease of liabilities to credit institutions and shareholders of $104.8 million.
ContractualObligationsand Commitments
We have enteredintocontractsin thenormalcourseof businesswith suppliers,primarilyforproductionand packagingservices.These contractscontainminimumpurchasecommitments.The commitmentsare associated withcontractsthatareenforceableandlegallybindingand thatspecifyallsignificantterms,includingfixedor minimumservicesto be used and fixed,minimumor variablepriceprovisions.Historically,our annualpurchase volumeshaveexceededtheminimumpurchasecommitments,andweexpectthevolumesto continueto exceed theminimumpurchasecommitmentsgoing forward.
Inaddition,we have enteredintoleaseagreementsfor some of our offices,productionfacilitiesand production equipment.Leasetermsforpropertiesaregenerallybetweenoneandtenyears,exceptforourOgden,Utah productionfacility,whereextensionoptionsof30yearshavebeenincludedresultingin a totalleaseperiodof 40 years and for our Fort Worth, Texas production facility that has a 20-year lease period. Leasetermsforproductionequipmentaregenerallybetweenone and sevenyears.The majorityof extension andterminationoptionsheldareexercisableonlybyusandnotbytherespectivelessor.Wehaveonerelated leaseagreementregardingproductionequipmentintheUnitedStatesunderwhichourobligationscollectively amountto$7.8millionforatermof sevenyears,and thecommencementdateisexpectedto be in the second half of 2021. Wehavetwo leaseagreementsregardingproductionequipmentin Maanshan,China underwhich our obligations collectivelyamountto$15.9millionforatermofsixyears,andthecommencementdatesareexpectedtobein second half of 2021. For our Ogden facility,we modifiedtheleaseagreementregardingtheadditionof two buildingsand amendedtheoriginalleaseterm.One of the twoadditionalbuildingshave commenced now during June 2021. The second additional building has acommencementdateof December31,2022 andtheleaseterm,ifallextensionoptionsareexercised, is 40 yearsandourobligationamountstoapproximately$27.9millionforthefully extendedleaseterm. We have also one lease agreement regarding R&D premises in Lund, Sweden under which the Group's obligation amounts to $14.6 million for a term of 15 years.
In addition to the lease agreements above, the Group is committed to two purchase agreements regarding production equipment in Peterborough, UK under which the Group's obligation amount to $71.8 million. The production equipment is expected to be delivered in 2022.
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For additional information regarding our contractual commitments and contingencies, see Note 24 to our condensed consolidated financial statements, which are included elsewhere in this report.
Non-IFRS Financial Measures
We use EBITDA and Adjusted EBITDA as non-IFRS financial measure in assessing our operating performance and in our financial communications:
'Adjusted EBITDA' is defined as loss for the period attributable to shareholders of the parent adjusted to exclude, when applicable, income tax expense, finance expenses, finance income, depreciation and amortization expense, share-based compensation expense and IPO preparation and transaction costs.
Adjusted EBITDA should not be considered as an alternative to loss for the period or any other measure of financial performance calculated and presented in accordance with IFRS. There are a number of limitations related to the use of Adjusted EBITDA rather than loss for the period attributable to shareholders of the parent, which is the most directly comparable IFRS measure. Some of these limitations are:
• | Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements; |
• | Adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us; |
• | Adjusted EBITDA does not reflect income tax payments that reduce cash available to us; |
• | Adjusted EBITDA does not reflect share-based compensation expenses and, therefore, does not include all of our compensation costs; |
• | Adjusted EBITDA does not reflect IPO preparation and transaction costs that reduce cash available to us; and |
• | other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
Adjusted EBITDA should not be considered in isolation or as a substitute for financial information provided in accordance with IFRS. Below we have provided a reconciliation of Adjusted EBITDA to loss for the period attributable to shareholders of the parent, the most directly comparable financial measure calculated and presented in accordance with IFRS, for the period presented.
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
(in thousands $) | ||||||||||||||||
Loss for the period attributable to shareholders of the parent | (59,064 | ) | (4,790 | ) | (91,447 | ) | (12,963 | ) | ||||||||
Income tax expense | 264 | 420 | 2,212 | 772 | ||||||||||||
Finance income and expenses, net | 10,696 | 23 | 12,616 | 2,673 | ||||||||||||
Depreciation and amortization expense | 4,642 | 3,113 | 8,464 | 5,964 | ||||||||||||
EBITDA | (43,462 | ) | (1,234 | ) | (68,155 | ) | (3,554 | ) | ||||||||
Share-based compensation expense | 4,466 | - | 4,466 | 1,014 | ||||||||||||
IPO preparation and transaction costs | 7,065 | - | 9,288 | - | ||||||||||||
Adjusted EBITDA | (31,931 | ) | (1,234 | ) | (54,401 | ) | (2,540 | ) |
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SegmentInformation
Our operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, who is our CEO. Our operating segments and reportable segments are EMEA, Asia and Americas. The CEO primarily uses a measure of earnings before interest, tax, depreciation and amortization ('EBITDA') to assess the performance of the operating segments.
Revenue, Adjusted EBITDA and EBITDA | ||||||||||||||||||||||||
Three months ended June 30, 2021 (in thousands $) | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 78,526 | 41,346 | 26,279 | - | - | 146,151 | ||||||||||||||||||
Intersegment revenue | 23,199 | 219 | - | - | (23,418 | ) | - | |||||||||||||||||
Total segment revenue | 101,725 | 41,565 | 26,279 | - | (23,418 | ) | 146,151 | |||||||||||||||||
Adjusted EBITDA | 6,739 | (9,207 | ) | (3,630 | ) | (25,833 | ) | - | (31,931 | ) | ||||||||||||||
EBITDA | 5,998 | (9,789 | ) | (4,444 | ) | (35,227 | ) | - | (43,462 | ) | ||||||||||||||
Three months ended June 30, 2020 (in thousands $) | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 59,679 | 25,059 | 10,571 | - | - | 95,309 | ||||||||||||||||||
Intersegment revenue | 7,169 | - | - | - | (7,169 | ) | - | |||||||||||||||||
Total segment revenue | 66,848 | 25,059 | 10,571 | - | (7,169 | ) | 95,309 | |||||||||||||||||
Adjusted EBITDA | 8,820 | (1,794 | ) | (230 | ) | (8,030 | ) | - | (1,234 | ) | ||||||||||||||
EBITDA | 8,820 | (1,794 | ) | (230 | ) | (8,030 | ) | - | (1,234 | ) | ||||||||||||||
Six months ended June 30, 2021 (in thousands $) | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 160,173 | 74,874 | 51,156 | - | - | 286,203 | ||||||||||||||||||
Intersegment revenue | 36,100 | 256 | - | - | (36,356 | ) | - | |||||||||||||||||
Total segment revenue | 196,273 | 75,130 | 51,156 | - | (36,356 | ) | 286,203 | |||||||||||||||||
Adjusted EBITDA | 15,237 | (24,800 | ) | (2,015 | ) | (42,823 | ) | - | (54,401 | ) | ||||||||||||||
EBITDA | 14,496 | (25,382 | ) | (2,829 | ) | (54,440 | ) | - | (68,155 | ) | ||||||||||||||
Six months ended June 30, 2020 (in thousands $) | EMEA | Americas | Asia | Corporate* | Eliminations** | Total all segments | ||||||||||||||||||
Revenue | ||||||||||||||||||||||||
Revenue from external customers | 118,798 | 45,350 | 15,405 | - | - | 179,553 | ||||||||||||||||||
Intersegment revenue | 10,393 | - | - | - | (10,393 | ) | - | |||||||||||||||||
Total segment revenue | 129,191 | 45,350 | 15,405 | - | (10,393 | ) | 179,553 | |||||||||||||||||
Adjusted EBITDA | 18,307 | (6,079 | ) | (617 | ) | (14,151 | ) | - | (2,540 | ) | ||||||||||||||
EBITDA | 18,307 | (6,079 | ) | (617 | ) | (15,165 | ) | - | (3,554 | ) |
* | Corporateconsistsofgeneraloverheadcostsnotallocatedtothesegments. |
** | EliminationsrefertointersegmentrevenueforsalesofproductsfromEMEAandAmericastoAsia. |
Off-Balance Sheet Arrangements
Wedid not have duringtheperiodpresented,and we do not currentlyhave, any off-balancesheetfinancing arrangementsor any relationshipswith unconsolidatedentitiesor financialpartnerships,including entities sometimesreferredtoasstructuredfinanceorspecialpurposeentities,thatwere establishedforthepurposeof facilitating off‑balancesheetarrangementsor othercontractuallynarrowor limitedpurposes.
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CriticalAccounting Policiesand SignificantJudgmentsand Estimates
We prepare our interim condensed consolidated financial statements in accordance with IFRS as issued by the IASB. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies.
Our critical accounting policies are described under the heading 'Critical Accounting Policies and Significant Judgments and Estimates' in the Prospectus and the notes to the audited financial statements appearing elsewhere in the Prospectus. During the three months ended June 30, 2021, there were no material changes to our critical accounting policies from those discussed in the Prospectus.
Recent Accounting Pronouncements
Refer to Note 2 to our interim condensed consolidated financial statements appearing elsewhere in this report for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.
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Qualitative and Quantitative Disclosures about Market Risk
Weareexposedtocertainmarketrisksintheordinarycourseofourbusiness.Theserisksprimarilyconsist offoreignexchangerisk,interestraterisk,creditriskandliquidityriskasfollows.Forfurtherdiscussionand sensitivityanalysisoftheserisks,seeNote3toour audited consolidatedfinancialstatements,included in the Prospectus.
Foreignexchangerisk
Foreignexchangeriskarisesfromfuturecommercialtransactionsand recognizedassetsand liabilities denominatedinacurrencythatisnotthefunctionalcurrencyof therelevantgroup entity.We areprimarily exposedtocurrencyriskingroupcompanieswithSEK asthefunctionalcurrency.Theprimaryrisksinthese companiesareUSD/SEK, GBP/SEK,EUR/SEK and CNY/SEK duetosales(tradereceivables),purchases(tradepayables) andintercompany and third-party borrowings.Wemonitoraforecastofhighlyprobablecashflowsforeachcurrencyandaimtoachievea naturalmatchofinflowsandoutflows.Forthosecurrenciesthathaveanetcashflow thatispositive,derivatives areusedtomanagetheriskforupto75%oftheexposureforthefollowing12 months.We do not applyhedge accounting. AsatJune 30,2021and December31,2020,wehadcurrencyderivatives in GBP, EUR and NOK equivalent of$51.2millionforwhichthefairvaluewas$0.1millionand £20 millionforwhich thefairvaluewas $0.8 million, respectively.
Wearealsoexposedtocurrencyriskwhenforeignsubsidiarieswith a functionalcurrencyotherthanUSD areconsolidated,primarilyforEUR,SEKGBP and CNY. Ourpolicyisnottohedgethetranslationexposurerelatedto netforeignassetsto reducetranslationriskin the condensed consolidatedfinancialstatements.
Interestraterisk
Our main interest rate risk arises from long-term liabilities to credit institutions with variable rates (primarilyEuroInterbankOfferedRate'Euribor' 3Months),whichexposeustocashflowinterestraterisk.AsatJune 30,2021,thenominalamountof liabilitiestocreditinstitutionswithvariableinterestratewere$6.7 million with no hedges. As atDecember31, 2020, the nominalamountofliabilitiestocreditinstitutionswithvariableinterestratewere$97.6million,ofwhich $5.7millionwereswappedusingfloating-to-fixedinterestrateswapsfortheriskinStibor3Months.
Creditrisk
Creditriskarisesprimarilyfromcashand cashequivalents, short-term investmentsand debtinstrumentscarriedatamortizedcost. Wemanagefinancialcounterpartycreditriskonagroupbasis.Theexternalfinancialcounterpartiesmustbe high-quality international banks or other major participants in the financial markets, in each case, with a minimuminvestmentgraderatingBBB-/Baa3.Theratingofthefinancialcounterpartiesusedduring the periods presented were in therangefromBBB-to AA+.
Customerandsuppliercreditriskismitigatedthroughcreditriskassessment,creditlimitsettingin caseof paymentobligationsoverdueand throughthecontractualterms.Thereareno significantconcentrationsof credit riskinregardsofexposuretospecificindustrysectorsand/orregions.For the periods presented no customeraccountedfor10%ormoreofrevenue.
Liquidityrisk
Liquidityriskisourriskofnotbeingabletomeettheshort-termpaymentobligationsdue to insufficient funds.AsatJune 30,2021 andDecember31,2020,weheldcashandcashequivalents and short-term investmentsof$846.9 million and $105.4million, respectively, that were available for managing liquidity risk. Due to the dynamic nature of the underlying businesses, we maintain flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of our liquidity reserve (comprising the undrawn borrowing facilities above) and cash and cash equivalents on the basis of expected cash flows. This is monitored at group level with input from local management. In addition, our liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
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Part II - OTHER INFORMATION
Legal Proceedings
Fromtimeto time,we maybe involvedin variousclaimsand legalproceedingsrelatedto claimsarisingout ofouroperations. Other than as described in Note 25 to our condensed consolidated financial statements, which are included elsewhere in this report, wearenot currentlya partyto any materiallegalproceedings,includingany such proceedings thatarependingor threatened,of which we areaware.
A. Risk Factors
The section entitled 'Risk Factors' in our Prospectus includes a discussion of our risk factors. There have been no material changes to our risk factors since those reported in our Prospectus.
Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
There was no share repurchase activity during the three months ended June 30, 2021.
Set forth below is information regarding unregistered securities issued by us during the three months ended June 30, 2021. Also included is the consideration received by us for such unregistered securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
On May 19, 2021, upon the closing of the IPO, we issued to certain investors an aggregate of 39,317,319 ordinary shares upon the exercise of warrants previously issued at exercise prices ranging from SEK 5.26 to SEK 39.77 per ordinary share, for an aggregate exercise price of $38.5 million.
On May 19, 2021, upon the closing of the IPO, we issued 6,124,004 ordinary shares to certain investors to convert a portion of the Bridge Facilities, based on the IPO price of $17.00 per ADS, an exchange rate of SEK 8.3355 to $1.00 and an exchange rate of SEK 10.1822 to €1.00.
The issuances of securities were deemed to be exempt from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D under the Securities Act as a transaction by an issuer not involving a public offering. Each of the recipients of securities was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.
Use of Proceeds
On May 19, 2021, the SEC declared effective our registration statement on Form F-1 (File No. 333-255344), as amended, filed in connection with our initial public offering (the 'Registration Statement'). Pursuant to the Registration Statement, we registered the offer and sale of 97,032,400 of our American Depositary Shares ('ADSs'), representing the same number of ordinary shares with a proposed maximum aggregate offering price of approximately $1.65 billion. Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC acted as representatives of the underwriters for the offering.
On May 19, 2021, we issued and sold 64,688,000 ADSs, representing the same number of our ordinary shares at a price to the public of $17.00 per share. Upon completion of the initial public offering on May 19, 2021, we received net proceeds of $1,037.3 million, after deducting underwriting discounts and commissions of $52.2 million and offering expenses of $10.1 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
The offering terminated after the sale of all securities registered pursuant to the Registration Statement. As of June 30, 2021, net proceeds of $205.9 million from our initial public offering have been used to repay the SLL Agreement in full and to repay a portion of the Bridge Facilities, and $329.4 million have been invested in short-term investments, primarily consisting of 'money market funds', i.e. a kind of mutual fund that invests in highly liquid, near-term instruments and high-credit-rating, debt-based securities with a short-term maturity. There has been no material change in the expected use of the net proceeds from our initial public offering as described in our final prospectus, dated May 19, 2021, filed with the SEC on May 21, 2021 pursuant to Rule 424(b) relating to our Registration Statement.
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Defaults Upon Senior Securities
None.
Mine Safety Disclosures
Not applicable.
. Other Information
None.
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Oatly Group AB (publ) published this content on 16 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2021 21:08:45 UTC.