[6-K/A] Oatly Group AB Amended Current Report (Foreign Issuer)
Oatly Group AB disclosed amendments and operating details showing continued financing activity, share-based awards and risk disclosures. Shareholders authorized 69,496,515 warrants to secure future delivery of awards under the 2021 Plan. A lease for production equipment in Ma'anshan exposes the Group to obligations of about $3.5 million over six years. Non-controlling interests were $1.3 million at June 30, 2025 (vs. $1.4 million at Dec 31, 2024). The Group reported outstanding balances on the EIF Facility of approximately €0.6 million (equivalent $0.7 million) at June 30, 2025.
The Company summarized multiple financings and amendments: a €2,100 million (≈$192.1 million) facility with an incremental uncommitted SEK 500 million option, a $130 million term loan by Oatly AB under a Term Loan B with Term SOFR (floor 2.50%) plus 7.5% (or Base Rate floor 3.50% plus 6.5%), and note issuances including Swedish and U.S. Notes with aggregate investor purchases and an original issue discount. Convertible and PIK notes remain outstanding with multiple conversion-price resets and dilution mechanics described. The filing reiterates an extensive set of risk factors including a history of losses, supply constraints, refinancing needs, production and food-safety risks, indebtedness and covenant restrictions.
Oatly Group AB ha comunicato emendamenti e dettagli operativi che mostrano attività di finanziamento continua, premi basati su azioni e divulgazioni sui rischi. Gli azionisti hanno autorizzato 69.496.515 warrant per garantire la consegna futura di premi ai sensi del Piano 2021. Un contratto di affitto per attrezzature di produzione a Ma'anshan espone il Gruppo a obblighi di circa $3,5 milioni nell'arco di sei anni. Le partecipazioni non controllanti ammontavano a $1,3 milioni al 30 giugno 2025 (rispetto a $1,4 milioni al 31 dicembre 2024). Il Gruppo ha riportato saldi pendenti sull'EIF Facility di circa €0,6 milioni (equivalente a $0,7 milioni) al 30 giugno 2025.
La Società ha riassunto molteplici finanziamenti e emendamenti: una facilitazione da €2.100 milioni (≈$192,1 milioni) con un'opzione incrementale non impegnata SEK 500 milioni, un prestito a termine da $130 milioni da Oatly AB sotto un Term Loan B con Term SOFR (pavimento 2,50%) più 7,5% (oppure Base Rate pavimento 3,50% più 6,5%), e emissioni di obbligazioni tra cui Swedish e U.S. Notes con acquisti complessivi degli investitori e uno sconto sull'emissione originale. Le note convertibili e PIK rimangono in essere con molteplici reset del prezzo di conversione e meccanismi di diluizione descritti. Il deposito ribadisce un ampio set di fattori di rischio tra cui una storia di perdite, vincoli di fornitura, necessità di rifinanziamento, rischi di produzione e sicurezza alimentare, indebitamento e restrizioni sui covenant.
Oatly Group AB divulgó enmiendas y detalles operativos que muestran actividad de financiamiento continuada, premios basados en acciones y divulgación de riesgos. Los accionistas autorizaron 69.496.515 warrants para asegurar la entrega futura de premios bajo el Plan 2021. Un arrendamiento para equipo de producción en Ma'anshan expone al Grupo a obligaciones de aproximadamente $3,5 millones durante seis años. Las participaciones no controladoras eran $1,3 millones al 30 de junio de 2025 (frente a $1,4 millones al 31 de diciembre de 2024). El Grupo informó saldos pendientes en la EIF Facility de aproximadamente €0,6 millones (equivalente a $0,7 millones) al 30 de junio de 2025.
La Compañía resumió múltiples financiamientos y enmiendas: una facilidad de €2.100 millones (≈$192,1 millones) con una opción incremental no comprometida SEK 500 millones, un préstamo a plazo de $130 millones por Oatly AB bajo un Term Loan B con Term SOFR (suelo 2,50%) más 7,5% (o Base Rate suelo 3,50% más 6,5%), y emisiones de notas incluyendo Swedish y U.S. Notes con compras totales de inversores y un descuento de emisión original. Las notas convertibles y PIK siguen pendientes con múltiples reinicios del precio de conversión y mecanismos de dilución descritos. El expediente reitera un extenso conjunto de factores de riesgo, incluida una historia de pérdidas, restricciones de suministro, necesidades de refinanciación, riesgos de producción y de seguridad alimentaria, endeudamiento y restricciones de covenants.
Oatly Group AB는 지속적인 재무 활동, 주식 기반 보상 및 위험 공시를 보여주는 수정 및 운용 세부 정보를 공개했습니다. 주주들은 2021년 계획에 따른 향후 보상의 전달을 담보하기 위해 69,496,515 워런트를 승인했습니다. 마안산의 생산 설비에 대한 임대는 그룹을 약 $3.5백만의 의무로 6년 동안 노출시킵니다. 비지배지분은 2025년 6월 30일 기준 $1.3백만 였으며, 이는 2024년 12월 31일의 $1.4백만에서 감소한 수치입니다. 그룹은 EIF Facility의 미상환 잔액이 2025년 6월 30일 기준 약 €0.6백만 (미화 약 $0.7백만)이라고 보고했습니다.
회사는 다수의 금융 및 수정 사항을 요약했습니다: €2,100백만(약 $192.1백만)의 시설에 SEK 500백만의 증분 비거래 옵션이 포함되어 있으며, Term Loan B 하에서 Oatly AB의 $130백만의 만기 대출, Term SOFR(하한 2.50%)에 7.5%를 더하거나 Base Rate 하한 3.50%에 6.5%를 더하는 구조, 스웨덴 및 미국 채권 포함 노트 발행으로 투자자의 총 매수 및 최초 발행 할인 포함이 있습니다. 전환 가능 및 PIK 노트는 여러 차례의 전환가 재설정 및 희석 메커니즘과 함께 여전히 남아 있습니다. 이 문서는 손실의 역사, 공급 제약, 재 finanscia 필요성, 생산 및 식품 안전 리스크, 부채 및 계약 조항 제한 등을 포함한 광범위한 위험 요소를 반복합니다.
Oatly Group AB a divulgué des amendements et des détails opérationnels montrant une activité de financement continue, des rémunérations basées sur des actions et des informations sur les risques. Les actionnaires ont autorisé 69 496 515 warrants pour sécuriser la livraison future des prestations dans le cadre du Plan 2021. Un bail pour équipements de production à Ma'anshan expose le Groupe à des obligations d’environ $3,5 millions sur six ans. Les intérêts non contrôleurs s’élevaient à $1,3 million au 30 juin 2025 (contre $1,4 million au 31 décembre 2024). Le Groupe a reporté des soldes en suspens sur l’EIF Facility d’environ €0,6 million (l’équivalent de $0,7 million) au 30 juin 2025.
La Société a résumé de multiples financements et amendements : une facilité de €2 100 millions (≈ $192,1 millions) avec une option incrémentale non engagée SEK 500 millions, un prêt à terme de $130 millions par Oatly AB sous un Term Loan B avec Term SOFR (plancher 2,50 %) plus 7,5 % (ou le plancher Base Rate 3,50 % plus 6,5 %), et des émissions d’obligations incluant des Swedish et des U.S. Notes avec des achats agrégés par les investisseurs et une décote à l’émission initiale. Les notes convertibles et PIK demeurent en cours avec plusieurs réinitialisations du prix de conversion et des mécanismes de dilution décrits. Le dossier réitère un ensemble large de facteurs de risque incluant un historique de pertes, des contraintes d’approvisionnement, des besoins de refinancement, des risques de production et de sécurité alimentaire, l’endettement et les restrictions des covenants.
Oatly Group AB hat Änderungen und operative Details offengelegt, die fortlaufende Finanzierungstätigkeiten, aktienbasierte Vergütungen und Risikodiskussionen zeigen. Die Aktionäre genehmigten 69.496.515 Warrants, um die zukünftige Lieferung von Vergütungen im Rahmen des Plans 2021 sicherzustellen. Ein Leasing für Produktionsausrüstung in Ma'anshan setzt die Gruppe über sechs Jahre hinweg Verpflichtungen von ca. $3,5 Millionen aus. Nicht beherrschende Anteile beliefen sich zum 30. Juni 2025 auf $1,3 Millionen (gegenüber $1,4 Millionen am 31.12.2024). Die Gruppe meldete ausstehende Saldi beim EIF Facility von ca. €0,6 Millionen (entsprechend $0,7 Millionen) zum 30. Juni 2025.
Das Unternehmen fasste mehrere Finanzierungen und Änderungen zusammen: eineFacility von €2.100 Millionen (≈ $192,1 Millionen) mit einer inkrementellen, ungebundenen SEK-Option von 500 Millionen, ein $130 Millionen Darlehen von Oatly AB unter einem Term Loan B mit Term SOFR (Floor 2,50%) zuzüglich 7,5% (oder Base Rate Floor 3,50% zuzüglich 6,5%), und Emissionen von Notes einschließlich schwedischer und US-Notes mit kumulierten Investorenkäufen und einem ursprünglichen Emissionsrabatt. Convertible- und PIK-Notes bleiben mit mehreren Umsetzungs-Preis-Resets und Verwässerungsmechanismen bestehen. Die Einreichung bekräftigt eine umfangreiche Risikofaktorenliste, darunter Verluste in der Geschichte, Lieferkettenbeschränkungen, Refinanzierungsbedarf, Produktions- und Lebensmittelsicherheitsrisiken, Verschuldung und Covenants-Beschränkungen.
Oatly Group AB كشفت عن تعديلات وتفاصيل تشغيلية تُظهر نشاط تمويل مستمر، ومكافآت قائمة على الأسهم وكشوف مخاطر. صدق المساهمون على 69,496,515 رهانات لضمان تسليم الجوائز في المستقبل بموجب خطة 2021. عقد إيجار لمعدات إنتاج في ما آنشان يعرض المجموعة لالتزامات نحو حوالي $3.5 مليون على مدار ست سنوات. كانت مصالح غير المسيطرين $1.3 مليون في 30 يونيو 2025 (مقارنة بـ $1.4 مليون في 31 ديسمبر 2024). وأفادت المجموعة بتوازنات معلقة في مرفق EIF بنحو €0.6 مليون (ما يعادل $0.7 مليون) في 30 يونيو 2025.
لخصت الشركة تمويلات متعددة وتعديلات: تسهيل بقيمة €2,100 مليون (≈ $192.1 مليون) مع خيار إضافي غير ملتزم SEK بقيمة 500 مليون، وقرض قرض نهائي بقيمة $130 مليون من Oatly AB بموجب Term Loan B مع Term SOFR (أدنى 2.50%) زائد 7.5% (أو حد قاعدة 3.50% زائد 6.5%)، وإصدارات Notes بما في ذلك Swedish و U.S. Notes مع شراء مستثمرين إجمالي وخصم إصدار أصلي. تبقى Notes قابلة للتحويل وPIK صالحين مع إعادة تعيينات متعددة لسعر التحويل وآليات التخفيف الموصوفة. تكرر الإيداع مجموعة واسعة من عوامل الخطر بما في ذلك تاريخ من الخسائر، قيود الإمداد، احتياجات إعادة تمويل، مخاطر الإنتاج وسلامة الغذاء، المديونية وقيود العهود.
Oatly Group AB 披露了修订及运营细节，显示持续的融资活动、基于股票的奖励以及风险披露。股东批准了 69,496,515 份认股权证，以确保在 2021 计划下未来的奖励发放。位于马鞍山的生产设备租赁使集团在六年内承担约 $3.5 百万美元 的义务。股权非控股权益在 2025 年 6 月 30 日为 $1.3 百万美元（较 2024 年 12 月 31 日的 $1.4 百万美元有所下降）。集团报告EIF Facility 的未清余额约为 €0.6 百万美元（折合 $0.7 百万美元）截至 2025 年 6 月 30 日。
公司总结了多项融资及修订：一项价值 €2,100 百万 的融资安排（约 $192.1 百万美元）并附加一个不承诺的 SEK 5 亿增量选项，另有一笔由 Oatly AB 提供的 $130 百万美元 Term Loan B，采用 Term SOFR（下限 2.50%）再加 7.5%（或 Base Rate 下限 3.50% 再加 6.5%），以及包含瑞典和美国票据的发行，投资者购买总额及原始发行折价。可转换与 PIK 债仍在生效，具备多次转换价重设和稀释机制。披露再次强调一系列风险因素，包括亏损历史、供应限制、再融资需求、生产与食品安全风险、负债及契约限制。
- Shareholders authorized 69,496,515 warrants to secure delivery of share-based compensation, providing a formal mechanism to satisfy equity awards
- Amendments aligned covenants across major facilities via an intercreditor agreement, which can provide clearer creditor priority and streamlined financing governance
- Limited short-term EIF utilization reported (€0.6 million outstanding at June 30, 2025), indicating low near-term draw on that facility
- Material indebtedness and complex financings remain outstanding (TLB, SRCF, EIF, Swedish and U.S. Notes, Convertible and PIK Notes), increasing leverage and interest expense exposure
- Convertible and PIK notes include conversion-price resets and dilution mechanics, which may dilute existing shareholders upon conversion
- Term Loan B interest spread is high (Term SOFR floor plus 7.5% or Base Rate floor plus 6.5%), increasing cash interest burden
- Active covenants (minimum EBITDA, leverage, liquidity) could restrict operational flexibility if metrics deteriorate
- Extensive risk-factor disclosures reiterated a history of losses and material operational, supply, food-safety and governance risks
Insights
TL;DR: Financing amendments, substantial debt instruments and recurring conversion resets increase leverage and potential dilution risk for shareholders.
The filing documents significant capital-structure activity: multiple credit facilities that rank pari passu by intercreditor agreement, term loan pricing tied to Term SOFR with high spreads, and note issuances with original issue discounts. Convertible and PIK instruments include multiple conversion-price resets and conversion mechanics that may result in future dilution. Short-term EIF facility usage is small but other facilities and outstanding notes represent material financing arrangements. Covenants such as minimum EBITDA, leverage and liquidity are active and could constrain operations if performance deteriorates. Overall, these items are material to creditor and equity holders because they affect liquidity, covenant headroom and potential share count.
TL;DR: The company has secured complex, multi-jurisdictional financing and share-delivery mechanisms but faces execution and covenant risk.
The amendments reset margins, covenant thresholds and non-call periods across facilities and align covenants across the SRCF, EIF and TLB facilities via an intercreditor agreement, which can simplify creditor enforcement but concentrates risk. The presence of amortization, reset margins, and floor rates on the TLB increases fixed cash interest exposure. Share-based award reserves and the issuance of nearly 69.5 million warrants create a clear pathway for future share issuance. These are material items for valuation, capital allocation and strategic flexibility.
Oatly Group AB ha comunicato emendamenti e dettagli operativi che mostrano attività di finanziamento continua, premi basati su azioni e divulgazioni sui rischi. Gli azionisti hanno autorizzato 69.496.515 warrant per garantire la consegna futura di premi ai sensi del Piano 2021. Un contratto di affitto per attrezzature di produzione a Ma'anshan espone il Gruppo a obblighi di circa $3,5 milioni nell'arco di sei anni. Le partecipazioni non controllanti ammontavano a $1,3 milioni al 30 giugno 2025 (rispetto a $1,4 milioni al 31 dicembre 2024). Il Gruppo ha riportato saldi pendenti sull'EIF Facility di circa €0,6 milioni (equivalente a $0,7 milioni) al 30 giugno 2025.
La Società ha riassunto molteplici finanziamenti e emendamenti: una facilitazione da €2.100 milioni (≈$192,1 milioni) con un'opzione incrementale non impegnata SEK 500 milioni, un prestito a termine da $130 milioni da Oatly AB sotto un Term Loan B con Term SOFR (pavimento 2,50%) più 7,5% (oppure Base Rate pavimento 3,50% più 6,5%), e emissioni di obbligazioni tra cui Swedish e U.S. Notes con acquisti complessivi degli investitori e uno sconto sull'emissione originale. Le note convertibili e PIK rimangono in essere con molteplici reset del prezzo di conversione e meccanismi di diluizione descritti. Il deposito ribadisce un ampio set di fattori di rischio tra cui una storia di perdite, vincoli di fornitura, necessità di rifinanziamento, rischi di produzione e sicurezza alimentare, indebitamento e restrizioni sui covenant.
Oatly Group AB divulgó enmiendas y detalles operativos que muestran actividad de financiamiento continuada, premios basados en acciones y divulgación de riesgos. Los accionistas autorizaron 69.496.515 warrants para asegurar la entrega futura de premios bajo el Plan 2021. Un arrendamiento para equipo de producción en Ma'anshan expone al Grupo a obligaciones de aproximadamente $3,5 millones durante seis años. Las participaciones no controladoras eran $1,3 millones al 30 de junio de 2025 (frente a $1,4 millones al 31 de diciembre de 2024). El Grupo informó saldos pendientes en la EIF Facility de aproximadamente €0,6 millones (equivalente a $0,7 millones) al 30 de junio de 2025.
La Compañía resumió múltiples financiamientos y enmiendas: una facilidad de €2.100 millones (≈$192,1 millones) con una opción incremental no comprometida SEK 500 millones, un préstamo a plazo de $130 millones por Oatly AB bajo un Term Loan B con Term SOFR (suelo 2,50%) más 7,5% (o Base Rate suelo 3,50% más 6,5%), y emisiones de notas incluyendo Swedish y U.S. Notes con compras totales de inversores y un descuento de emisión original. Las notas convertibles y PIK siguen pendientes con múltiples reinicios del precio de conversión y mecanismos de dilución descritos. El expediente reitera un extenso conjunto de factores de riesgo, incluida una historia de pérdidas, restricciones de suministro, necesidades de refinanciación, riesgos de producción y de seguridad alimentaria, endeudamiento y restricciones de covenants.
Oatly Group AB는 지속적인 재무 활동, 주식 기반 보상 및 위험 공시를 보여주는 수정 및 운용 세부 정보를 공개했습니다. 주주들은 2021년 계획에 따른 향후 보상의 전달을 담보하기 위해 69,496,515 워런트를 승인했습니다. 마안산의 생산 설비에 대한 임대는 그룹을 약 $3.5백만의 의무로 6년 동안 노출시킵니다. 비지배지분은 2025년 6월 30일 기준 $1.3백만 였으며, 이는 2024년 12월 31일의 $1.4백만에서 감소한 수치입니다. 그룹은 EIF Facility의 미상환 잔액이 2025년 6월 30일 기준 약 €0.6백만 (미화 약 $0.7백만)이라고 보고했습니다.
회사는 다수의 금융 및 수정 사항을 요약했습니다: €2,100백만(약 $192.1백만)의 시설에 SEK 500백만의 증분 비거래 옵션이 포함되어 있으며, Term Loan B 하에서 Oatly AB의 $130백만의 만기 대출, Term SOFR(하한 2.50%)에 7.5%를 더하거나 Base Rate 하한 3.50%에 6.5%를 더하는 구조, 스웨덴 및 미국 채권 포함 노트 발행으로 투자자의 총 매수 및 최초 발행 할인 포함이 있습니다. 전환 가능 및 PIK 노트는 여러 차례의 전환가 재설정 및 희석 메커니즘과 함께 여전히 남아 있습니다. 이 문서는 손실의 역사, 공급 제약, 재 finanscia 필요성, 생산 및 식품 안전 리스크, 부채 및 계약 조항 제한 등을 포함한 광범위한 위험 요소를 반복합니다.
Oatly Group AB a divulgué des amendements et des détails opérationnels montrant une activité de financement continue, des rémunérations basées sur des actions et des informations sur les risques. Les actionnaires ont autorisé 69 496 515 warrants pour sécuriser la livraison future des prestations dans le cadre du Plan 2021. Un bail pour équipements de production à Ma'anshan expose le Groupe à des obligations d’environ $3,5 millions sur six ans. Les intérêts non contrôleurs s’élevaient à $1,3 million au 30 juin 2025 (contre $1,4 million au 31 décembre 2024). Le Groupe a reporté des soldes en suspens sur l’EIF Facility d’environ €0,6 million (l’équivalent de $0,7 million) au 30 juin 2025.
La Société a résumé de multiples financements et amendements : une facilité de €2 100 millions (≈ $192,1 millions) avec une option incrémentale non engagée SEK 500 millions, un prêt à terme de $130 millions par Oatly AB sous un Term Loan B avec Term SOFR (plancher 2,50 %) plus 7,5 % (ou le plancher Base Rate 3,50 % plus 6,5 %), et des émissions d’obligations incluant des Swedish et des U.S. Notes avec des achats agrégés par les investisseurs et une décote à l’émission initiale. Les notes convertibles et PIK demeurent en cours avec plusieurs réinitialisations du prix de conversion et des mécanismes de dilution décrits. Le dossier réitère un ensemble large de facteurs de risque incluant un historique de pertes, des contraintes d’approvisionnement, des besoins de refinancement, des risques de production et de sécurité alimentaire, l’endettement et les restrictions des covenants.
Oatly Group AB hat Änderungen und operative Details offengelegt, die fortlaufende Finanzierungstätigkeiten, aktienbasierte Vergütungen und Risikodiskussionen zeigen. Die Aktionäre genehmigten 69.496.515 Warrants, um die zukünftige Lieferung von Vergütungen im Rahmen des Plans 2021 sicherzustellen. Ein Leasing für Produktionsausrüstung in Ma'anshan setzt die Gruppe über sechs Jahre hinweg Verpflichtungen von ca. $3,5 Millionen aus. Nicht beherrschende Anteile beliefen sich zum 30. Juni 2025 auf $1,3 Millionen (gegenüber $1,4 Millionen am 31.12.2024). Die Gruppe meldete ausstehende Saldi beim EIF Facility von ca. €0,6 Millionen (entsprechend $0,7 Millionen) zum 30. Juni 2025.
Das Unternehmen fasste mehrere Finanzierungen und Änderungen zusammen: eineFacility von €2.100 Millionen (≈ $192,1 Millionen) mit einer inkrementellen, ungebundenen SEK-Option von 500 Millionen, ein $130 Millionen Darlehen von Oatly AB unter einem Term Loan B mit Term SOFR (Floor 2,50%) zuzüglich 7,5% (oder Base Rate Floor 3,50% zuzüglich 6,5%), und Emissionen von Notes einschließlich schwedischer und US-Notes mit kumulierten Investorenkäufen und einem ursprünglichen Emissionsrabatt. Convertible- und PIK-Notes bleiben mit mehreren Umsetzungs-Preis-Resets und Verwässerungsmechanismen bestehen. Die Einreichung bekräftigt eine umfangreiche Risikofaktorenliste, darunter Verluste in der Geschichte, Lieferkettenbeschränkungen, Refinanzierungsbedarf, Produktions- und Lebensmittelsicherheitsrisiken, Verschuldung und Covenants-Beschränkungen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number:
(Translation of registrant’s name into English)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K/A
The information contained in this Form 6-K/A shall be deemed to be incorporated by reference into the registration statements on Form S-8, as amended (File Number 333-256316) and Form F-3, as amended (File Number 333-286101) of the Company (including any prospectuses forming a part of such registration statements), hereby amending them, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No. |
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Description |
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101.INS |
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XBRL Instance Document. |
101.SCH |
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XBRL Taxonomy Extension Schema Document. |
101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Oatly Group AB |
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Date: September 24, 2025 |
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By: |
/s/ Marie-José David |
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Name: |
Marie-José David |
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Title: |
Chief Financial Officer |
Oatly Group AB
Interim condensed consolidated financial statements
For the three and six months ended June 30, 2025
Table of contents
PART I – FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Interim condensed consolidated statement of operations |
1 |
Interim condensed consolidated statement of comprehensive loss |
2 |
Interim condensed consolidated statement of financial position |
3 |
Interim condensed consolidated statement of changes in equity |
4 |
Interim condensed consolidated statement of cash flows |
5 |
Notes to the interim condensed consolidated financial statements |
6 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
40 |
PART II – OTHER INFORMATION |
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Item 1. Legal Proceedings |
40 |
Item 1A. Risk Factors |
40 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
40 |
Item 3. Defaults Upon Senior Securities |
40 |
Signatures |
41 |
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Interim condensed consolidated statement of operations
(Unaudited) |
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Three months ended June 30, |
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Six months ended June 30, |
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Note |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue |
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5 |
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Cost of goods sold |
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( |
) |
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( |
) |
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( |
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( |
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Gross profit |
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Research and development expenses |
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( |
) |
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( |
) |
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( |
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( |
) |
Selling, general and administrative expenses |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Other operating income and (expenses), net |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Operating loss |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Finance income and (expenses), net |
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7 |
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( |
) |
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( |
) |
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( |
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Loss before tax |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Income tax expense |
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8 |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Loss for the period |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Attributable to: |
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Shareholders of the parent |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Non-controlling interests |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Loss per share, attributable to shareholders of the parent: |
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Basic and diluted |
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24 |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Loss per ADS, attributable to shareholder of the parent |
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Basic and diluted |
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24 |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Weighted average common shares outstanding: |
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Basic and diluted |
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24 |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
1
Interim condensed consolidated statement of comprehensive loss
(Unaudited) |
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Three months ended June 30, |
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Six months ended June 30, |
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||||||||||
(in thousands of U.S. dollars) |
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2025 |
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2024 |
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2025 |
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2024 |
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Loss for the period |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Other comprehensive income/(loss): |
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Items that may be subsequently reclassified to the consolidated statement of operations (net of tax): |
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Exchange differences from translation of foreign operations |
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( |
) |
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( |
) |
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Total other comprehensive income/(loss) for the period |
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( |
) |
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( |
) |
||
Total comprehensive loss for the period |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Attributable to: |
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Shareholders of the parent |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Non-controlling interests |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
2
Interim condensed consolidated statement of financial position
(Unaudited) |
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Note |
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June 30, 2025 |
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December 31, 2024 |
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(in thousands of U.S. dollars) |
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ASSETS |
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Non-current assets |
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Intangible assets |
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9 |
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Property, plant and equipment |
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10 |
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Right-of-use assets |
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11 |
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Other non-current receivables |
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12,13 |
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Deferred tax assets |
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8 |
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Total non-current assets |
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Current assets |
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Inventories |
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14 |
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Trade receivables |
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15 |
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Current tax assets |
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Other current receivables |
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16 |
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Prepaid expenses |
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Cash and cash equivalents |
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17 |
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Total current assets |
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TOTAL ASSETS |
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EQUITY AND LIABILITIES |
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Equity |
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18 |
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Share capital |
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Treasury shares |
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( |
) |
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( |
) |
Other contributed capital |
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Other reserves |
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( |
) |
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( |
) |
Accumulated deficit |
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( |
) |
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( |
) |
Equity attributable to shareholders of the parent |
|
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Non-controlling interests |
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Total equity |
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Liabilities |
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Non-current liabilities |
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Lease liabilities |
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11 |
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Liabilities to credit institutions |
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19 |
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Provisions |
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20 |
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Total non-current liabilities |
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Current liabilities |
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Lease liabilities |
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11 |
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Convertible Notes |
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13,21 |
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Liabilities to credit institutions |
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19 |
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Trade payables |
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Current tax liabilities |
|
|
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Other current liabilities |
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Accrued expenses |
|
22 |
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Provisions |
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20 |
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Total current liabilities |
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Total liabilities |
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TOTAL EQUITY AND LIABILITIES |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
3
Interim condensed consolidated statement of changes in equity
(Unaudited) |
|
Note |
|
Share capital |
|
Treasury shares |
|
Other contributed capital |
|
Other reserves |
|
Accumulated deficit |
|
Equity attributable to shareholders of the parent |
|
Non-controlling interests |
|
Total equity |
Balance at December 31, 2024 |
|
18 |
|
|
( |
|
|
( |
|
( |
|
|
|
|||||
Loss for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Other comprehensive income |
|
|
|
— |
|
— |
|
— |
|
|
— |
|
|
|
||||
Total comprehensive income for the period |
|
|
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— |
|
— |
|
— |
|
|
( |
|
|
( |
|
|||
Share-based compensation |
|
6 |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|||
Balance at March 31, 2025 |
|
|
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|
( |
|
|
( |
|
( |
|
|
|
|||||
Loss for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Other comprehensive income |
|
|
|
— |
|
— |
|
— |
|
|
— |
|
|
|
||||
Total comprehensive loss for the period |
|
|
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— |
|
— |
|
— |
|
|
( |
|
( |
|
( |
|
( |
|
Issue of shares |
|
|
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|
( |
|
— |
|
— |
|
— |
|
|
— |
|
|||
Share-based compensation |
|
6 |
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— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|||
Balance at June 30, 2025 |
|
|
|
|
( |
|
|
( |
|
( |
|
|
|
(Unaudited) |
|
Note |
|
Share capital |
|
Treasury shares |
|
Other contributed capital |
|
Other reserves |
|
Accumulated deficit |
|
Equity attributable to shareholders of the parent |
|
Non-controlling interests |
|
Total equity |
Balance at December 31, 2023 |
|
18 |
|
|
( |
|
|
( |
|
( |
|
|
|
|||||
Loss for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Other comprehensive loss |
|
|
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|
( |
|
( |
Total comprehensive loss for the period |
|
|
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|
( |
Share-based compensation |
|
6 |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|||
Balance at March 31, 2024 |
|
|
|
|
( |
|
|
( |
|
( |
|
|
|
|||||
Loss for the period |
|
|
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Other comprehensive loss |
|
|
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|
( |
|
( |
Total comprehensive loss for the period |
|
|
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
|
( |
Issue of shares |
|
|
|
|
( |
|
— |
|
— |
|
— |
|
|
— |
|
|||
Share-based compensation |
|
6 |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|||
Balance at June 30, 2024 |
|
|
|
|
( |
|
|
( |
|
( |
|
|
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
4
Interim condensed consolidated statement of cash flows
(Unaudited) |
|
|
|
Six months ended June 30, |
|
|||||
(in thousands of U.S. dollars) |
|
Note |
|
2025 |
|
|
2024 |
|
||
Operating activities |
|
|
|
|
|
|
|
|
||
Net loss |
|
|
|
|
( |
) |
|
|
( |
) |
Adjustments to reconcile net loss to net cash flows |
|
|
|
|
|
|
|
|
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—Depreciation of property, plant and equipment and right-of-use assets and amortization of intangible assets |
|
9,10,11 |
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|
|
|
|
|
||
—Write-downs of inventories |
|
14 |
|
|
|
|
|
|
||
—Impairment (gain)/loss on trade receivables |
|
15 |
|
|
( |
) |
|
|
|
|
—Share-based compensation |
|
6 |
|
|
|
|
|
|
||
—Movements in provisions |
|
20 |
|
|
( |
) |
|
|
( |
) |
—Finance (income) and expenses, net |
|
7 |
|
|
|
|
|
|
||
—Income tax expense |
|
8 |
|
|
|
|
|
|
||
—Impairment reversal related to discontinued construction of production facilities |
|
|
|
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— |
|
|
|
|
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—Other |
|
|
|
|
( |
) |
|
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|
Interest received |
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|
||
Interest paid |
|
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|
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( |
) |
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|
( |
) |
Income tax paid |
|
|
|
|
( |
) |
|
|
( |
) |
Changes in working capital: |
|
|
|
|
|
|
|
|
||
—Increase in inventories |
|
14 |
|
|
( |
) |
|
|
( |
) |
—Decrease in trade receivables, other current receivables, prepaid expenses |
|
15,16 |
|
|
|
|
|
|
||
—Increase/(decrease) in trade payables, other current liabilities, accrued expenses |
|
22 |
|
|
|
|
|
( |
) |
|
Net cash flows used in operating activities |
|
|
|
|
( |
) |
|
|
( |
) |
Investing activities |
|
|
|
|
|
|
|
|
||
Purchase of intangible assets |
|
9 |
|
|
( |
) |
|
|
( |
) |
Purchase of property, plant and equipment |
|
10 |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
|
||
Net cash flows (used in)/from investing activities |
|
|
|
|
( |
) |
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
||
Repayment of liabilities to credit institutions |
|
19 |
|
|
( |
) |
|
|
( |
) |
Payment of loan transaction costs |
|
7 |
|
|
( |
) |
|
|
( |
) |
Repayment of lease liabilities |
|
11 |
|
|
( |
) |
|
|
( |
) |
Cash flows used in financing activities |
|
|
|
|
( |
) |
|
|
( |
) |
Net decrease in cash and cash equivalents |
|
|
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at the beginning of the period |
|
|
|
|
|
|
|
|
||
Exchange rate differences in cash and cash equivalents |
|
|
|
|
|
|
|
( |
) |
|
Cash and cash equivalents at the end of the period |
|
17 |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
Notes to the interim condensed consolidated financial statements
(unaudited)
(in thousands of U.S. dollars unless otherwise stated)
Note 1. Corporate information
Oatly Group AB (the “Company” or the “parent”) is a public limited company incorporated and domiciled in Sweden. The Company’s registered office is located at Ångfärjekajen 8, Malmö, Sweden.
Oatly Group AB and its subsidiaries (together, the “Group”) manufacture, distribute and sell oat-based products.
Note 2. Summary of accounting policies
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, 2024, as they do not include all the information and disclosures required in the annual consolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensed consolidated financial statements are presented in thousands of U.S. dollars, unless otherwise stated.
On February 18, 2025, the Company completed a ratio change whereby the ratio of the Company’s American Depositary Shares (“ADSs”) to ordinary shares was changed from one ADS representing one ordinary share to one ADS representing twenty ordinary shares (the “ADS Ratio Change”). All numbers in these interim condensed consolidated financial statements, including references to price per ADS and a specific number of ADSs, restricted stock units (“RSUs”) or stock options, reflect an ADS to ordinary share ratio of (unless the context clearly indicates otherwise).
New and amended standards and interpretations issued but not yet adopted
There are no IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting standards”) that are expected to have a material impact on the Group in the current or future reporting periods or on foreseeable future transactions, other than those included in the 2024 Annual Report.
Note 3. Significant accounting judgments, estimates and assessments
In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2024.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectation of future events.
Note 4. Seasonality
6
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 5. Segment information
5.1 Revenue, Adjusted EBITDA and EBITDA
Revenue, Adjusted EBITDA and EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended June 30, 2025 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intersegment revenue |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||||
Adjusted EBITDA |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Share-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restructuring costs(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Strategic review of Greater China business(2) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
EBITDA |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended June 30, 2024 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intersegment revenue |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||
Share-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restructuring costs(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Discontinued construction of production facilities(4) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
New product launch issue(5) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
EBITDA |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
7
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Six months ended June 30, 2025 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intersegment revenue |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||||
Adjusted EBITDA |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||
Share-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restructuring costs(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Strategic review of Greater China business(2) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Closure of production facility(3) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
EBITDA |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Six months ended June 30, 2024 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intersegment revenue |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Total segment revenue |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||
Share-based compensation expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Restructuring costs(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Discontinued construction of production facilities(4) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
New product launch issue(5) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
EBITDA |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
* Corporate consists of general costs not allocated to the segments.
** Eliminations in 2025 and 2024 refer to intersegment revenue for sales of products from Europe & International to Greater China.
(1) Relates primarily to severance costs as the Group adjusts its organizational structure.
(2) Relates to costs for the strategic review of the Greater China segment.
(3) Relates to reversal of previously recognized exit costs related to closure of the Group’s production facility in Singapore.
(4) Relates primarily to non-cash impairments related to discontinued construction of the Group’s production facility in Peterborough, UK, and reversal of previously recognized non-cash impairments related to discontinued construction of the Group’s production facility in Dallas-Fort Worth, Texas.
(5) Expenses related to a new product launch issue.
5.2 Non-current assets by country
Non-current assets for this purpose consist of property, plant and equipment and right-of-use assets.
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Sweden |
|
|
|
|
|
|
||
China |
|
|
|
|
|
|
||
US |
|
|
|
|
|
|
||
The Netherlands |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
8
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
5.3 Revenue from external customers, broken down by location of the customers
The Group is domiciled in Sweden. The amount of its revenue from external customers, broken down by location of the customers, is shown in the table below.
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
US |
|
|
|
|
|
|
|
|
|
|
|
|
||||
UK |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
||||
China |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sweden |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finland |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
There are no countries that individually make up greater than 10% of total revenue included in “Other”.
5.4 Revenue from external customers, broken down by channel and segment
Revenue from external customers, broken down by channel and segment, is shown in the table below.
Three months ended June 30, 2025 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Total |
|
||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foodservice |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Three months ended June 30, 2024 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Total |
|
||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foodservice |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six months ended June 30, 2025 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Total |
|
||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foodservice |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six months ended June 30, 2024 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Total |
|
||||
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foodservice |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other is primarily related to e-commerce, both direct-to-consumer and through third-party platforms.
Revenues of approximately
Oatmilk accounted for
9
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 6. Share-based compensation
During the year ended December 31, 2021, in connection with the initial public offering (“IPO”), the Company implemented a new incentive award program, the 2021 Incentive Award Plan (“2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate selected employees, consultants and members of the Board of Directors through the granting of share-based compensation awards and cash-based performance bonus awards from 2021 and onwards.
During the six months ended June 30, 2025, the Company, under the 2021 Plan, granted
Activity in the Group’s RSUs outstanding and related information is as follows:
|
|
Number of RSUs |
|
|
Weighted average grant date fair value ($) |
|
||
As of December 31, 2024 |
|
|
|
|
|
|
||
Granted during the period |
|
|
|
|
|
|
||
Forfeited during the period |
|
|
( |
) |
|
|
|
|
Vested during the period |
|
|
( |
) |
|
|
|
|
As of June 30, 2025 |
|
|
|
|
|
|
||
During the six months ended June 30, 2025, the Company, under the 2021 Plan, granted
Activity in the Group’s stock options outstanding and related information is as follows:
|
|
Number of stock options |
|
|
Weighted average exercise price ($) |
|
||
As of December 31, 2024 |
|
|
|
|
|
|
||
Forfeited during the period |
|
|
( |
) |
|
|
|
|
Expired during the period |
|
|
( |
) |
|
|
|
|
As of June 30, 2025 |
|
|
|
|
|
|
||
Vested and exercisable as of June 30, 2025 |
|
|
|
|
|
|
||
The fair value at grant date of the stock options granted during the financial year 2024 was $
10
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Each RSU or stock option entitles the holder to acquire, as determined by the Board of Directors, either twenty ordinary shares, twenty warrants or one ADS in the Company.
Share-based compensation expense was $
Note 7. Finance income and expenses
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other financial income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net foreign exchange difference |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Interest expenses on lease liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expenses on Convertible Notes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expenses on liabilities to credit institutions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Fair value changes on derivatives |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Fair value changes on Convertible Notes |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Other financial expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total finance income and expenses, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Interest expense on the Convertible Notes is the nominal coupon rate of
Other financial expenses for the six months ended June 30, 2025 and six months ended June 30, 2024 mainly consists of $
See Note 19 Liabilities to credit institutions for further details on the Group’s credit facilities.
Note 8. Income tax
Total tax expense for the three and six months ended June 30, 2025 was $
The Group is, as of January 1, 2025 in scope of the OECD Pillar Two Model Rules (“P2 Rules”). The legislation is effective for the Group’s financial year beginning January 1, 2025. The P2 Rules have been enacted (or substantively enacted) in most jurisdictions in which the Group operates, including Sweden. Although no material exposure arising from Pillar Two has been identified to date, material Pillar Two impacts to the Group’s tax expense remain possible.
In May 2023, the IASB amended IAS 12 Income Taxes to include a mandatory temporary exception from recognizing or disclosing deferred taxes relating to the P2 Rules. The Group has applied this mandatory exception which did not have a material impact to the consolidated financial statements.
11
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 9. Intangible assets
A summary of the intangible assets as at June 30, 2025 and December 31, 2024 is as follows:
|
|
Goodwill |
|
|
Capitalized |
|
|
Other |
|
|
Ongoing |
|
|
Total |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Reclassification |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2024 |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Amortization charge |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
At June 30, 2025 |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Cost, net accumulated amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortization expense for the three months ended June 30, 2025 was $
Note 10. Property, Plant and Equipment
A summary of property, plant, and equipment as at June 30, 2025 and December 31, 2024 is as follows:
|
|
Land and |
|
|
Plant and |
|
|
Construction |
|
|
Total |
|
||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposals(1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassifications |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At December 31, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation charge |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Disposals(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
At June 30, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cost, net accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Relates primarily to disposed assets due to the closure of the Group’s production facility in Singapore.
Depreciation expense for the three months ended June 30, 2025 was $
12
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 11. Leases
Lease terms for production facilities are generally between
Below is the roll-forward of lease right-of-use assets:
|
|
Land and |
|
|
Plant and |
|
|
Total |
|
|||
Cost |
|
|
|
|
|
|
|
|
|
|||
At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Increases |
|
|
|
|
|
|
|
|
|
|||
Decreases |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Exchange differences |
|
|
|
|
|
|
|
|
|
|||
At June 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|||
At December 31, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Decreases |
|
|
|
|
|
|
|
|
|
|||
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
At June 30, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cost, net accumulated depreciation |
|
|
|
|
|
|
|
|
|
|||
At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
At June 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
Depreciation expense for the three months ended June 30, 2025 was $
Below is the maturity analysis of lease liabilities:
Lease liabilities |
|
June 30, 2025 |
|
|
Maturity Analysis |
|
|
|
|
Less than 3 months |
|
|
|
|
Between 3 months and 1 year |
|
|
|
|
Between 1 and 2 years |
|
|
|
|
Between 2 and 5 years |
|
|
|
|
After 5 years |
|
|
|
|
Total lease commitments |
|
|
|
|
Impact of discounting remaining lease payments |
|
|
( |
) |
Total lease liabilities at June 30, 2025 |
|
|
|
|
Lease liabilities included in the condensed consolidated |
|
|
|
|
Non-current |
|
|
|
|
Current |
|
|
|
|
Total |
|
|
|
|
The Group has the following lease agreements, which had not commenced as of June 30, 2025, but to which the Group is committed:
13
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 12. Other non-current receivables
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Promissory note |
|
|
|
|
|
|
||
Long-term prepaid expenses |
|
|
|
|
|
|
||
Deposits |
|
|
|
|
|
|
||
Derivatives |
|
|
— |
|
|
|
|
|
Other receivables |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The promissory note is part of the purchase price from selling the manufacturing facilities in Ogden, Utah and Dallas-Fort Worth, Texas during 2023. The note has a maturity date of
Long-term prepaid expenses consist primarily of a credit toward future use of shared assets at the manufacturing facility in Ogden.
Note 13. Fair value of financial instruments
This note explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards.
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 current bid price. These instruments are included in Level 1.
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-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Specific valuation techniques used in Level 2 to value financial instruments include:
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities.
14
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Recurring fair value measurements at June 30, 2025 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Financial assets |
|
|
|
|
|
|
|
|
|
|||
Derivatives (part of Other current receivables) |
|
|
— |
|
|
|
|
|
|
— |
|
|
Total financial assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|||
Convertible Notes |
|
|
— |
|
|
|
— |
|
|
|
|
|
Derivatives (part of Other current liabilities) |
|
|
— |
|
|
|
|
|
|
— |
|
|
Total financial liabilities |
|
|
— |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||
Recurring fair value measurements at December 31, 2024 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Financial assets |
|
|
|
|
|
|
|
|
|
|||
Derivatives (part of Other non-current receivables) |
|
|
— |
|
|
|
|
|
|
— |
|
|
Total financial assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
|||
Convertible Notes |
|
|
— |
|
|
|
— |
|
|
|
|
|
Derivatives (part of Other current liabilities) |
|
|
— |
|
|
|
|
|
|
— |
|
|
Total financial liabilities |
|
|
— |
|
|
|
|
|
|
|
||
There were
The carrying amount of the promissory note, is a reasonable approximation of fair value since the transaction was closed on March 1, 2023, and there have been no significant changes to credit risk or market rates during the period March 1, 2023 until June 30, 2025. See Note 12 Other non-current receivables.
The carrying amount of non-current liabilities to credit institutions in the Group is a reasonable approximation of fair value since the interest rate is variable and there have been no significant changes to credit risk since issued on April 18, 2023. See Note 19 Liabilities to credit institutions.
The carrying amount of current liabilities to credit institutions and 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.
Convertible Notes
|
|
Convertible Notes |
|
|
At January 1, 2024 |
|
|
|
|
Fair value changes (including interest expenses) recognized in the consolidated statement of operations |
|
|
|
|
At December 31, 2024 |
|
|
|
|
Fair value changes (including interest expenses) recognized in the consolidated statement of operations |
|
|
|
|
At June 30, 2025 |
|
|
|
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Carrying amount |
|
|
|
|
|
|
||
Amount the Company is contractually obligated to pay to holders of the Convertible Notes at maturity |
|
|
|
|
|
|
||
Difference between carrying amount and the amount the Company is contractually obligated to pay to holders of Convertible Notes at maturity |
|
|
( |
) |
|
|
( |
) |
The Group determines the amount of fair value changes which are attributable to credit risk by first determining the changes due to market conditions which give rise to market risk, and then deducting those changes from the total change in fair value of the Convertible Notes. Market conditions which give rise to market risk include changes in the benchmark interest rate. Fair value movements on the conversion option embedded derivative are included in the assessment of market risk fair value changes.
15
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
The fair value of the instrument in its entirety has been determined by using a combination of a Monte Carlo simulation and a discounted cash flow analysis.
The following table lists the key inputs and assumptions used in the valuation model as of June 30, 2025:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Conversion price per ADS ($)(1) |
|
|
|
|
||||
ADS price at valuation date ($) |
|
|
|
|
|
|
||
Expected price volatility of the Company ADS (%) |
|
|
|
|
|
|
||
Risk-free interest rate (%) |
|
|
|
|
|
|
||
Market interest rate (%) |
|
|
|
|
|
|
||
(1)
The market interest rate has been assessed based on the observed range of yields on corporate bonds with comparable terms and comparable credit ratings to that of the Group.
The following table shows the impact of the key inputs and assumptions on the fair value of the Convertible Notes:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
ADS price decrease |
|
|
|
|
|
|
||
ADS price increase |
|
|
|
|
|
|
||
Volatility decrease |
|
|
|
|
|
|
||
Volatility increase |
|
|
|
|
|
|
||
Risk-free interest rate decrease |
|
|
|
|
|
|
||
Risk-free interest rate increase |
|
|
|
|
|
|
||
Market interest rate decrease |
|
|
|
|
|
|
||
Market interest rate increase |
|
|
|
|
|
|
||
For further information on the Convertible Notes, see Note 21 Convertible Notes.
Note 14. Inventories
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Raw materials and consumables |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Inventories recognized as an expense for the three months ended June 30, 2025 amounted to $
Write-downs of inventories to net realizable value for the three months ended June 30, 2025 amounted to $
Note 15. Trade receivables
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Trade receivables |
|
|
|
|
|
|
||
Less: allowance for expected credit losses |
|
|
( |
) |
|
|
( |
) |
Trade receivables—net |
|
|
|
|
|
|
||
16
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Carrying amounts, by currency, for the Group’s trade receivables are as follows:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
EUR |
|
|
|
|
|
|
||
GBP |
|
|
|
|
|
|
||
USD |
|
|
|
|
|
|
||
CNY |
|
|
|
|
|
|
||
SEK |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
The maximum exposure to credit risk on the date of the statement of financial position is the carrying amounts according to the above.
Note 16. Other current receivables
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Value added tax |
|
|
|
|
|
|
||
Advance payments to vendors |
|
|
|
|
|
|
||
Short-term derivatives |
|
|
|
|
|
— |
|
|
Other |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Note 17. Cash and cash equivalents
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Short-term deposits |
|
|
— |
|
|
|
|
|
Cash at bank and on hand |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
In 2024, short-term deposits were time deposits and structured deposits, with maturities of one to three months.
Note 18. Equity
Share capital and Treasury shares
In May 2021, the shareholders resolved to issue
Upon exercise of the warrants in May 2025,
During the six months ended June 30, 2025,
As of June 30, 2025 and December 31, 2024,
17
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Other contributed capital
As of June 30, 2025 and December 31, 2024 other contributed capital of $
Other reserves
As of June 30, 2025 other reserves of $(
As of December 31, 2024 other reserves of $(
Accumulated deficit
As of June 30, 2025 and December 31, 2024, accumulated deficit of $(
Non-controlling interest
On July 27, 2023, one of the Group’s subsidiaries in China carried out a share issue. Prior to the share issue the Group owned
Note 19. Liabilities to credit institutions
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Non-current liabilities to credit institutions |
|
|
|
|
|
|
||
Current liabilities to credit institutions |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
As of June 30, 2025 and December 31, 2024, the Liabilities to credit institutions balance amounted to $
The European Investment Fund guaranteed three-year term loan facility with Svensk Exportkredit (the “EIF Facility”) was entered into in October 2019. In October 2022, the EIF Facility was amended to extend the term for another
In April 2023, the Company entered into a Term Loan B Credit Agreement (the “TLB Credit Agreement”) with, amongst others, Silver Point Finance LLC as Syndication Agent and Lead Lender, J.P. Morgan SE, as Administrative Agent and Wilmington Trust (London) Limited as Security Agent, including a term loan facility of $
18
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
As of June 30, 2025 and December 31, 2024, the Group had $
In April 2023, the SRCF Agreement was amended and restated whereby, among other things, (i) the term of the
In May 2023, (i) the SRCF Agreement was amended pursuant to an amendment letter to, among other things, ensure that the Convertible Notes constitute “PIPE Financing” under and as defined in the SRCF Agreement and (ii) the TLB Credit Agreement was amended pursuant to an amendment agreement to, among other things, ensure that the Convertible Notes constitute “Convertible Bonds” under and as defined in the TLB Credit Agreement. See Note 21 Convertible Notes for more information on the Company’s Convertible Notes.
On February 14, 2024, the Sustainable Revolving Credit Facility Agreement and the Term Loan B Credit Agreement were amended and restated to, among other things, (i) reset the financial covenant levels applying to the minimum EBITDA (including separate testing of the Group’s Europe & International EBITDA, the definition of which has subsequently been corrected by way of subsequent amendment), minimum liquidity and total net leverage ratio financial covenants and, in relation to the Sustainable Revolving Credit Facility Agreement, the tangible solvency ratio financial covenant, (ii) revise certain financial definitions to permit additional adjustments for the purpose of the calculation of the financial covenants and (iii) provide certain flexibility for disposals of assets relating to the Group’s production facilities in Dallas Fort Worth, Texas, United States of America and Peterborough, United Kingdom. In addition, the existing draw-stop level for the Sustainable Revolving Credit Facility Agreement, which requires that a certain amount of such facility remains undrawn for as long as the last twelve months’ (“LTM”) consolidated EBITDA of the Group is negative, was increased from $
Under the amended Sustainable Revolving Credit Facility Agreement and Term Loan B Credit Agreement, the total net leverage ratio financial covenant, tested in respect of the LTM period ending on each quarter date, will start to apply in respect of the LTM period ending on 31 December 2026 and the applicable financial covenant level will be 4.50:1, stepping down to 3.50:1 for each LTM period ending in 2027 and to 3.00:1 for each LTM period in 2028. The reset quarterly tangible solvency ratio financial covenant level applying under the amended Sustainable Revolving Credit Facility Agreement is
On February 14, 2024, the EIF Facility was amended and restated to, where and to the extent applicable, implement equivalent amendments as those made to the Sustainable Revolving Credit Facility Agreement on February 14, 2024.
On February 11, 2025, the SRCF Agreement and TLB Credit Agreement were amended and restated to, among other things, (i) reset certain financial covenant levels applying to the minimum liquidity financial covenant, (ii) revise certain financial definitions to permit additional adjustments for the purpose of the calculation of certain financial covenants, including in relation to certain costs relating to the discontinuance of certain of the Group’s manufacturing facilities and (iii) provide certain flexibility for disposals of assets relating to the relevant manufacturing facilities.
The amended SRCF Agreement and TLB Credit Agreement impose limitations on drawdowns under the SRCF Agreement (other than under ancillary facilities, such as overdraft facilities and bank guarantees, which are exempted from these limitations) based on the last four quarters’ consolidated EBITDA of the Group, where, if last four quarters’ consolidated EBITDA of the Group is:
(i) less than $
(ii) equal to or greater than $
with interim steps in between, and increases requiring improved performance for two consecutive four quarter periods and reductions requiring decreased performance for one four quarter period.
19
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
On February 11, 2025, the EIF Facility was amended and restated to, where and to the extent applicable, implement
equivalent amendments as those made to the Sustainable Revolving Credit Facility Agreement on February 11, 2025.
On March 19, 2025, Oatly Shanghai Co., Ltd. entered into a new RMB
For more information on the Group’s credit facilities, see Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”.
Currency risk (transaction risk)
The TLB Credit Agreement is denominated in USD and the borrower within the Group is Oatly AB with a functional currency of SEK. The Group is therefore exposed to currency risk SEK/USD and if the rate would increase/decrease by
Interest rate risk
The Group is exposed to interest rate risk that arises from the term loan that carries an interest of Term SOFR with a floor of
Note 20. Provisions
|
|
Restructuring |
|
|
At December 31, 2024 |
|
|
|
|
Charged to the consolidated statement of operations: |
|
|
|
|
- Additional provisions recognized |
|
|
|
|
- Unwinding of discount effect |
|
|
|
|
- Reversal of non-utilized amounts |
|
|
( |
) |
Amounts used during the year |
|
|
( |
) |
Charged to other comprehensive loss: |
|
|
|
|
- Exchange differences |
|
|
|
|
At June 30, 2025 |
|
|
|
|
Non-current |
|
|
|
|
Current |
|
|
|
|
Restructuring
The restructuring provisions recorded in 2024 was principally related to decommissioning and other exit costs for the closure of the production facility in Singapore. The costs relating to the closure of the facility are expected to be paid
During the six months ended June 30, 2025, the Group had $
20
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 21. Convertible Notes
On March 23, 2023 and April 18, 2023, the Company issued $
Certain of the Company’s existing shareholders, Nativus Company Limited, Verlinvest S.A. (“Verlinvest”) and Blackstone Funds, purchased $
The Convertible Notes bear interest at a rate of
On February 18, 2025, the Company completed a ratio change whereby the ratio of the Company’s ADSs to ordinary shares was changed from one ADS representing one ordinary share to one ADS representing twenty ordinary shares (the “ADS Ratio Change”). As a result of the ADS Ratio Change, the conversion price of the U.S. Notes was proportionately adjusted from $
Because the Swedish Notes are convertible into ordinary shares rather than ADSs, the ADS Ratio Change did not affect the conversion price and conversion rate of the Swedish Notes. In order to ensure that the holders of the Swedish Notes remain in the same economic position as before the ADS Ratio Change and to preserve economic equivalency of the Swedish Notes with the U.S. Notes and the HH Notes, the Company, in accordance with the terms and conditions of the Swedish Notes (the “Swedish Terms”), will interpret the definition of “Daily VWAP” therein to assume the trading price of 1/20 of an ADS. The conversion price of the Swedish Notes was reset again on March 23, 2025, to $
The Company may require conversion of the Convertible Notes if the last reported sale price of the Company’s ADSs equals or exceeds
On April 18, 2023, the Company, Oatly AB, Oatly Inc. and other parties entered into an intercreditor agreement (the “Intercreditor Agreement”) which includes customary ranking, enforcement and turnover provisions intended to govern the relationship between the creditor groups and which affects the Convertible Notes.
On May 9, 2023, the Company entered into an agreement with an affiliate of Hillhouse Investment Management Ltd. (“Hillhouse”) to sell an additional $
In addition, on May 9, 2023, one of the existing holders of Swedish Notes and an affiliate of one of the Company’s shareholders, Verlinvest, agreed to sell and Hillhouse agreed to purchase from Verlinvest $
The terms of the Convertible Notes contain covenants limiting the Company’s ability to incur additional debt other than certain debt permitted under the TLB Credit Agreement, issue preferred stock, and incur convertible debt or subordinated debt, in each case without the consent of the holders of a majority of the Convertible Notes (as determined pursuant to the terms of the applicable Convertible Notes).
For details on the fair value on Convertible Notes, see Note 13 Fair value of financial instruments.
21
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 22. Accrued expenses
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued variable consideration |
|
|
|
|
|
|
||
Accrued personnel expenses |
|
|
|
|
|
|
||
Accrued production expenses |
|
|
|
|
|
|
||
Accrued logistic expenses |
|
|
|
|
|
|
||
Accrued marketing and sales expenses |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Note 23. 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.
Transactions with related parties
On April 18, 2023 the Company issued Convertible Notes to related parties, Nativus Company Limited and Verlinvest, with a fair value of $
Note 24. Loss per share
The Company calculates loss per share by dividing loss for the period attributable to the shareholders of the parent by the weighted average number of ordinary shares outstanding during the period (net of treasury shares).
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Loss for the year, attributable to the shareholders of the parent |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Weighted average number of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted loss per share, U.S. $ |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Weighted average number of ADS (1 ADS representing ordinary shares)(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted loss per ADS, U.S. $ |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(1) On February 18, 2025, the Company completed a ratio change whereby the ratio of its ADSs to ordinary shares was changed from one ADS representing one ordinary share to one ADS representing ordinary shares. The weighted average number of ADSs has been calculated by dividing the weighted average number of shares by , even though the actual number of outstanding ADSs is lower since not all of the ordinary shares in the Company are represented by ADSs. For further details on the ADS Ratio Change, see Note 2 Summary of accounting policies.
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, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Restricted stock units representing ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options representing ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible Notes(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) The number of potential dilutive shares from the Convertible Notes are calculated assuming the most advantageous conversion price from the standpoint of the holder and assuming all capitalized interest at maturity will be settled with shares or ADSs. For further details on the Convertible Notes and the conversion price reset mechanism, see Note 21 Convertible Notes.
22
Notes to the interim condensed consolidated financial statements
(in thousands of U.S. dollars unless otherwise stated)
Note 25. Commitments and Contingencies
Commitments
Minimum purchase commitments
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 significant terms, including fixed or minimum services to be purchased and fixed, minimum or variable price provisions. For the six months ended June 30, 2025, volume adjustments related to co-packer arrangements in Europe & International and North America resulted in volume shortfall expenses of $
Leases
The future cash outflows relating to leases that have not yet commenced are disclosed in Note 11 Leases.
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This Report on Form 6-K (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. These forward-looking statements are contained principally in this Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under Item 3.D. “Risk Factors” of our Annual Report on Form 20-F for the year ended December 31, 2024 (our “2024 Annual Report”), those listed under Part II, Item 1A of this Report and other filings with the SEC, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
All statements contained in this Report that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our future results of operations and financial position, industry and business trends, business strategy, market growth, and anticipated cost savings. In some cases, these forward-looking statements can be identified by words or phrases such as “forecast”, “project”, “should” “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”, “potential”, “continue”, “is/are likely to” or other similar expressions.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in our 2024 Annual Report, the risk factors set forth in this Report on Form 6-K and the following:
24
25
The forward-looking statements made in this Report relate only to events or information as of the date on which the statements are made in this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report and the documents that we reference in this Report and have filed as exhibits to this Report completely and with the understanding that our actual future results or performance may be materially different from what we expect.
26
Overview
We are the world’s original and largest oat drink company. For over 30 years, we have exclusively focused on developing expertise around oats: a global power crop with inherent properties suited for sustainability and human health. Our commitment to oats has resulted in core technical advancements that enabled us to unlock the breadth of the dairy portfolio, including milks, ice creams, yogurts, cooking creams, spreads and on-the-go drinks. 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 and have not only positioned our brand to capitalize on the growing consumer interest in sustainable, plant- based foods and dairy alternatives, but we have become a driving force behind increased consumer awareness and transition from traditional dairy consumers to Oatly.
Recent Developments, Trends and Other Factors Affecting our Business
Strategic actions on Organizational Structure and Supply Chain
We continue to execute on our strategic priorities focused on achieving profitable growth. These actions are aimed at setting clear priorities for our teams, reducing complexity to increase organizational agility, and executing a more asset-light supply chain strategy.
In executing these actions, we simplified our organizational structure. We reviewed the organizational structure to adjust the fixed cost base globally, including employee-related costs, professional services, and other related costs.
During the fourth quarter 2023, we decided to discontinue the construction of our production facilities in Peterborough, United Kingdom and Dallas-Fort Worth, Texas. During 2024, we completed substantially all of the activities relating to the exit of these two facilities. Also, in 2024, we decided to close our production facility in Singapore and discontinued the construction of our second production facility in China, which we historically referred to as “Asia III.” For a further discussion on risks related to these discontinuations see Part I, Item 3.D. “Risk Factors” of our 2024 Annual Report.
Strategic Review of China Business
We have initiated a strategic review of our Greater China business. The review will consider a range of options, including a potential carve-out of the Greater China segment, with the goal of accelerating growth and maximizing the value of the business.
We continue to operate in the Greater China market, including operating our production facility, and we remain committed to our customers, consumers, and employees as we look to maximize the value of this part of the business.
There is no definitive timetable for completing the strategic review. We do not intend to provide further updates unless and until the Board of Directors have approved a specific course of action or determines that additional disclosure is appropriate or required. We caution that there can be no assurances that the process will result in any transaction or strategic change.
Impact of the Current Macroeconomic Environment on our Results
Our business continues to be exposed to the effects of the current global macroeconomic environment, including consumer spending, inflationary pressures, geopolitical tensions, tariffs and the current trade war, and foreign exchange impacts. We continue to maintain a global focus on the controllable aspects of the business, and will continue to actively monitor and respond accordingly to the macroeconomic environment.
For further information refer to Part I, Item 3.D. “Risk Factors” of our 2024 Annual Report.
Revenue
We generate revenue primarily from sales of our oatmilk and other oat-based products across our three segments: Europe & International, North America and Greater China. Our customers include retailers, e-commerce channels, coffee shops and other specialty providers within the foodservice industry.
Europe & International is our largest revenue-producing segment, followed by the North America and Greater China segments. Currently, our primary markets in Europe & International are the United Kingdom, Germany and Sweden. In North America, substantially all of our revenue to date can be attributed to the United States, and in Greater China, the majority of our revenue is generated in China. The channel and product
27
mix vary by country, where our more mature markets, such as Sweden and Finland, have a broader product portfolio available to customers and consumers. For the six months ended June 30, 2025, on a consolidated level, oatmilk accounted for 91% of our revenue (2024: 89%).
We routinely offer sales discounts and promotions through various programs to customers. These programs include rebates, temporary on-shelf price reductions, retailer advertisements, product coupons and other trade activities. The expense associated with these discounts and promotions is estimated and recorded as a reduction in total gross revenue in order to arrive at reported revenue. These promotional activities impact our revenue and changes in such activities could impact period-over-period results.
The following factors and trends in our business have driven revenue growth over prior periods and are expected to be key drivers of our revenue growth going forward:
Cost of goods sold
Cost of goods sold consists primarily of the cost of oats and other raw materials, product packaging, co-manufacturing fees, direct labor and associated overhead costs and property, plant and equipment depreciation. Our cost of goods sold also includes warehousing and transportation of inventory. We expect our cost of goods sold to increase in absolute dollars to support our growth. However, we expect that, over time, cost of goods sold will decrease as a percentage of revenue, as a result of the scaling of our business and optimizing our production footprint.
Gross profit and margin
Gross profit consists of our revenue less costs of goods sold. We have scaled our production capacity significantly over the past couple of years. Our gross profit and gross margin have benefited, and we expect will continue to benefit, from the reduction in cost of goods sold driven by an increased focus on our asset-light supply chain strategy, improvements in our manufacturing operational performance, leveraging the cost of our fixed production costs, as well as a higher focus on procurement efficiencies through scale of purchasing and diversification of suppliers. Additionally, our gross margin has benefited, and we expect will continue to benefit, from an improved mix of products sold driven by the reduction or elimination of low-margin products and the growth or addition of higher-margin products.
Operating expenses
Research and development expenses consist primarily of personnel-related expenses for our research and development staff, including salaries, benefits and bonuses, but also third-party consultancy fees and expenses incurred related to product trial runs. Our research and development efforts are focused on enhancements to our existing product formulations and production processes in addition to the development of new products.
Selling, general and administrative expenses include primarily personnel-related expenses for our sales, general and administrative staff, brand awareness and advertising costs, costs associated with consumer promotions, product samples and sales aids. These also include customer distribution costs, i.e., outbound shipping and handling costs for finished goods, and other functional related selling and marketing expenses, depreciation and amortization expense on non-manufacturing assets and other miscellaneous operating items. Selling, general and administrative expenses also include auditor fees and other third-party consultancy fees, expenses related to management, finance and accounting, information technology, human resources and other office functions.
28
Other operating income and (expenses), net, consists primarily of impacts related to strategic review of the Greater China segment, closure of production facility, discontinued construction of certain production facilities and net foreign exchange gains (losses) on operating related activities.
Other
Finance income and (expenses), net, primarily consists of fair value changes on Convertible Notes, transaction costs relating to amendments in our financing arrangements, interest expenses related to Convertible Notes and loans from credit institutions, interest expenses on lease liabilities, interest income and foreign exchange gains and losses attributable to our external and internal financing arrangements.
Income tax expense represents both current and deferred income tax expenses. Current tax expenses primarily represent income taxes based on income in multiple foreign jurisdictions.
Results of Operations
The following table sets forth the interim condensed 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, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
|
|
(in thousands) |
|
|
% of |
|
|
(in thousands) |
|
|
% of |
|
|
(in thousands $) |
|
|
% of |
|
|
(in thousands $) |
|
|
% of |
|
||||||||
Revenue |
|
|
208,354 |
|
|
|
100.0 |
% |
|
|
202,195 |
|
|
|
100.0 |
% |
|
|
405,884 |
|
|
|
100.0 |
% |
|
|
401,350 |
|
|
|
100.0 |
% |
Cost of goods sold |
|
|
(140,729 |
) |
|
|
(67.5 |
)% |
|
|
(143,239 |
) |
|
|
(70.8 |
)% |
|
|
(275,929 |
) |
|
|
(68.0 |
)% |
|
|
(288,496 |
) |
|
|
(71.9 |
)% |
Gross profit |
|
|
67,625 |
|
|
|
32.5 |
% |
|
|
58,956 |
|
|
|
29.2 |
% |
|
|
129,955 |
|
|
|
32.0 |
% |
|
|
112,854 |
|
|
|
28.1 |
% |
Research and development expenses |
|
|
(4,605 |
) |
|
|
(2.2 |
)% |
|
|
(10,898 |
) |
|
|
(5.4 |
)% |
|
|
(8,996 |
) |
|
|
(2.2 |
)% |
|
|
(15,540 |
) |
|
|
(3.9 |
)% |
Selling, general and administrative expenses |
|
|
(84,111 |
) |
|
|
(40.4 |
)% |
|
|
(84,261 |
) |
|
|
(41.7 |
)% |
|
|
(161,609 |
) |
|
|
(39.8 |
)% |
|
|
(163,003 |
) |
|
|
(40.6 |
)% |
Other operating income and (expenses), net |
|
|
(1,025 |
) |
|
|
(0.5 |
)% |
|
|
(2,876 |
) |
|
|
(1.4 |
)% |
|
|
(57 |
) |
|
|
(0.0 |
)% |
|
|
(1,803 |
) |
|
|
(0.4 |
)% |
Operating loss |
|
|
(22,116 |
) |
|
|
(10.6 |
)% |
|
|
(39,079 |
) |
|
|
(19.3 |
)% |
|
|
(40,707 |
) |
|
|
(10.0 |
)% |
|
|
(67,492 |
) |
|
|
(16.8 |
)% |
Finance income and (expenses), net |
|
|
(31,916 |
) |
|
|
(15.3 |
)% |
|
|
10,389 |
|
|
|
5.1 |
% |
|
|
(22,505 |
) |
|
|
(5.5 |
)% |
|
|
(6,988 |
) |
|
|
(1.7 |
)% |
Loss before tax |
|
|
(54,032 |
) |
|
|
(25.9 |
)% |
|
|
(28,690 |
) |
|
|
(14.2 |
)% |
|
|
(63,212 |
) |
|
|
(15.6 |
)% |
|
|
(74,480 |
) |
|
|
(18.6 |
)% |
Income tax expense |
|
|
(1,914 |
) |
|
|
(0.9 |
)% |
|
|
(1,751 |
) |
|
|
(0.9 |
)% |
|
|
(5,265 |
) |
|
|
(1.3 |
)% |
|
|
(1,805 |
) |
|
|
(0.4 |
)% |
Loss for the period |
|
|
(55,946 |
) |
|
|
(26.9 |
)% |
|
|
(30,441 |
) |
|
|
(15.1 |
)% |
|
|
(68,477 |
) |
|
|
(16.9 |
)% |
|
|
(76,285 |
) |
|
|
(19.0 |
)% |
Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shareholders of the parent |
|
|
(55,911 |
) |
|
|
(26.8 |
)% |
|
|
(30,384 |
) |
|
|
(15.0 |
)% |
|
|
(68,341 |
) |
|
|
(16.8 |
)% |
|
|
(76,183 |
) |
|
|
(19.0 |
)% |
Non-controlling interests |
|
|
(35 |
) |
|
|
(0.0 |
)% |
|
|
(57 |
) |
|
|
(0.0 |
)% |
|
|
(136 |
) |
|
|
(0.0 |
)% |
|
|
(102 |
) |
|
|
(0.0 |
)% |
For the three and six months ended June 30, 2025
Revenue
Revenue increased $6.2 million, or 3.0%, to $208.4 million for the three months ended June 30, 2025, net of sales discounts, rebates and trade promotions, compared to $202.2 million for the three months ended June 30, 2024. Excluding a foreign currency exchange tailwind of $6.6 million, revenue for the second quarter was $201.7 million, or a decrease of 0.2% compared to the prior year period (refer to Non-IFRS Financial Measures section below for tables reconciling revenue as reported to revenue on a constant currency basis by segment). The decrease in constant currency revenue was primarily driven by decline in North America and Greater China, partially offset by strong growth in Europe and International. Sold volume for the three months ended June 30, 2025 amounted to 140.4 million liters compared to 136.6 million liters for the three months ended June 30, 2024. Produced finished goods volume for the second quarter of 2025 amounted to 142.8 million liters compared to 142.0 million liters for the same period last year.
We continued to experience revenue growth in the retail channel of 12.2% for the three months ended June 30, 2025 compared to the prior year period. In the three months ended June 30, 2025 and 2024, the retail channel accounted for 65.8% and 60.5% of our revenue, respectively,
29
the foodservice channel accounted for 31.8% and 35.6% of our revenue, respectively, and the other channel, comprised primarily of e-commerce sales, accounted for 2.4% and 3.9% of our revenue, respectively.
Europe & International, North America and Greater China accounted for 56.7%, 30.3% and 13.0% of our total revenue in the three months ended June 30, 2025, respectively, as compared to 52.2%, 33.5% and 14.3% of our total revenue in the three months ended June 30, 2024, respectively.
Revenue increased $4.5 million, or 1.1%, to $405.9 million for the six months ended June 30, 2025, net of sales discounts, rebates and trade promotions, compared to $401.4 million for the six months ended June 30, 2024. Excluding a foreign currency exchange tailwind of $3.8 million, revenue was $402.1 million, or an increase of 0.2% compared to the prior year period (refer to Non-IFRS Financial Measures section below for tables reconciling revenue as reported to revenue on a constant currency basis by segment). The revenue growth was primarily driven by volume growth across the Europe & International and Greater China segments, partially offset by volume decline in North America as well as price/mix declines in the Europe & International and Greater China segments. Sold volume for the six months ended June 30, 2025 amounted to 284.9 million liters compared to 268.9 million liters for the six months ended June 30, 2024. Produced finished goods volume for the six months ended June 30, 2025 amounted to 285.8 million liters compared to 283.0 million liters for the same period last year.
We continued to experience revenue growth in the retail channel of 4.5% for the six months ended June 30, 2025 compared to the prior year period. In the six months ended June 30, 2025 and 2024, the retail channel accounted for 64.7% and 62.7% of our revenue, respectively, the foodservice channel accounted for 33.0% and 33.8% of our revenue, respectively, and the other channel, comprised primarily of e-commerce sales, accounted for 2.3% and 3.5% of our revenue, respectively.
Europe & International, North America and Greater China accounted for 55.7%, 30.3% and 14.0% of our total revenue in the six months ended June 30, 2025, respectively, as compared to 53.8%, 33.6% and 12.6% of our total revenue in the six months ended June 30, 2024, respectively.
The increase in sold volume growth in Europe & International was driven by continued expansion in core markets, as well as incremental contributions from new markets. The revenue growth was assisted by foreign exchange tailwinds but partially offset by a price/mix decline. In North America, our sold volume and revenue decreased primarily due to lower volumes in the foodservice channel. Finally, Greater China revenue growth was primarily driven by sales to a new foodservice customer.
As a result of the strategic actions and restructuring activities we have undertaken to simplify our organizational structure, our number of employees has decreased by 39 employees, to 1,426 employees as of June 30, 2025 from 1,465 employees as of June 30, 2024. The average number of full-time consultants increased by 13 consultants to 88 consultants for the six months ended June 30, 2025 from 75 consultants for the six months ended June 30, 2024.
Cost of goods sold
Cost of goods sold decreased by $2.5 million, or 1.8%, to $140.7 million for the three months ended June 30, 2025, from $143.2 million for the three months ended June 30, 2024.
Cost of goods sold decreased by $12.6 million, or 4.4%, to $275.9 million for the six months ended June 30, 2025, from $288.5 million for the six months ended June 30, 2024.
The decrease for the three and six months ended June 30, 2025 was primarily driven by an increase in supply chain efficiencies, especially in the Europe & International segment.
Gross profit and margin
Gross profit increased by $8.6 million, or 14.7%, to $67.6 million for the three months ended June 30, 2025, from $59.0 million for the three months ended June 30, 2024. Gross profit margin increased by 3.3 percentage points, to 32.5% for the three months ended June 30, 2025, from 29.2% for the three months ended June 30, 2024.
Gross profit increased by $17.1 million, or 15.2%, to $130.0 million for the six months ended June 30, 2025, from $112.9 million for the six months ended June 30, 2024. Gross profit margin increased by 3.9 percentage points, to 32.0% for the six months ended June 30, 2025, from 28.1% for the six months ended June 30, 2024.
The increase for the three and six months ended June 30, 2025 in gross profit margin was primarily driven by improvements in supply chain efficiency, especially in the Europe & International segment.
30
Research and development expenses
Research and development expenses decreased by $6.3 million, or 57.7%, to $4.6 million for the three months ended June 30, 2025, from $10.9 million for the three months ended June 30, 2024 and decreased as a share of revenues 2.2% and 5.4%, respectively.
Research and development expenses decreased by $6.5 million, or 42.1%, to $9.0 million for the six months ended June 30, 2025, from $15.5 million for the six months ended June 30, 2024 and decreased as a share of revenues 2.2% and 3.9%, respectively.
The decrease for the three and six months ended June 30, 2025 was mainly driven by expenses in the prior year period related to a new product launch issue in the North America segment.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by $0.2 million, or 0.2%, to $84.1 million for the three months ended June 30, 2025 compared to $84.3 million for the three months ended June 30, 2024 and decreased as a share of revenue to 40.4% from 41.7%, respectively. The decrease was primarily due to the continued cost savings initiatives. Customer distribution expense increased as a share of revenue to 6.3% from 6.0%.
Selling, general and administrative expenses decreased by $1.4 million, or 0.9%, to $161.6 million for the six months ended June 30, 2025 compared to $163.0 million for the six months ended June 30, 2024 and decreased as a share of revenue to 39.8% from 40.6%, respectively. The decrease was primarily due to the various cost restructuring activities implemented since early 2023, which were partially offset by foreign exchange headwinds. Customer distribution expense increased as a share of revenue to 6.5% from 6.2%.
Other operating income and (expenses), net
Other operating income and (expenses), net for the three months ended June 30, 2025 was an expense of $1.0 million comprised primarily of $1.4 million in costs for our strategic review of our Greater China segment. Other operating income and (expenses), net for the three months ended June 30, 2024 was an expense of $2.9 million comprised primarily of non-cash impairment charges related to the Group’s discontinued construction of its production facility in Peterborough, UK.
Other operating income and (expenses), net for the six months ended June 30, 2025 was an expense of $0.1 million comprised primarily of $1.4 million in costs for our strategic of our Greater China segment, offset by mainly $0.8 in reversal of other exit costs related to the closure of the production facility in Singapore. Other operating income and (expenses), net for the six months ended June 30, 2024 was an expense of $1.8 million comprised primarily of $2.9 million in non-cash impairment charges related to the Group’s discontinued construction of its production facility in Peterborough, partially offset by $0.9 million in reversal of previously recognized non-cash impairment charges related to the Group’s discontinued construction of its production facility in Dallas-Fort Worth, Texas.
Finance income and (expenses), net
Finance income and (expenses), net for the three months ended June 30, 2025 was an expense of $31.9 million comprised primarily of net interest expenses of $14.9 million, fair value losses on Convertible Notes of $8.6 million, and net foreign exchange loss of $7.8 million. The finance income and (expenses), net for the three months ended June 30, 2024 was an income of $10.4 million comprised primarily of fair value gains on Convertible Notes of $23.9 million, offset by net interest expenses of $13.0 million.
Finance income and (expenses), net for the six months ended June 30, 2025 was an expense of $22.5 million comprised primarily of net interest expenses of $28.5 million and net foreign exchange loss of $5.6 million, offset by fair value gains on Convertible Notes of $13.5 million. The finance income and (expenses), net for the six months ended June 30, 2024 was an expense of $7.0 million comprised primarily of net interest expenses of $25.3 million and other financial expenses of $5.7 million, offset by fair value gains on Convertible Notes of $23.0 million.
Income tax expense
Income tax expense increased to $1.9 million for the three months ended June 30, 2025 compared to $1.8 million for the three months ended June 30, 2024. The effective tax rates for the three months ended June 30, 2025 was 3.5%. The main drivers of the effective tax rate relate to non-recognition of deferred tax assets on tax losses and tax effect relating to foreign exchange effects recognized in other comprehensive income. The effective tax rate for the three months ended June 30, 2024 was 6.1%, with non-recognition of deferred tax assets on tax losses being the main driver of the effective tax rate.
Income tax expense increased to $5.3 million for the six months ended June 30, 2025 compared to $1.8 million for the six months ended June 30, 2024. The effective tax rates for the six months ended June 30, 2025 was 8.3%. The main drivers of the effective tax rate relate to
31
non-recognition of deferred tax assets on tax losses and tax effect relating to foreign exchange effects recognized in other comprehensive income. The effective tax rate for the six months ended June 30, 2024 was 2.4%, with non-recognition of deferred tax assets on tax losses being the main driver of the effective tax rate.
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through cash generated by the issuance of equity and Convertible Notes, and from borrowings under our credit facilities. Our primary requirements for liquidity and capital are to finance working capital, make capital expenditures, invest in our organizational capabilities to support profitable growth and for general corporate purposes. We are using this combination of financing to fund our business. We expect our capital expenditures for 2025 to be approximately $20 million, related primarily to investments in our production facilities. The amount and allocation of our future capital expenditures depend on several factors, and our strategic investment priorities may change. Our recent decisions to discontinue construction at the production facility in China (Asia III), and close the production facility in Singapore, have impacted our projected capital expenditures. We believe that our sources of liquidity and capital will be sufficient to meet our existing business needs for at least the next 12 months. See the risk factor entitled “A failure to obtain necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product manufacturing and development and other operations” under Part I, Item 3.D. “Risk Factors” of our 2024 Annual Report.
Our primary sources of liquidity are cash and cash equivalents on hand and availability under our credit facilities. As of June 30, 2025, we had cash and cash equivalents of $67.9 million. Our cash and cash equivalents consist of cash in bank accounts.
In addition to the above, we had access to $221.0 million in undrawn bank facilities as of June 30, 2025.
Sustainable Revolving Credit Facility and Term Loan B Credit Facility
On April 18, 2023, the Company’s existing Sustainable Revolving Credit Facility Agreement (the “SRCF Agreement”) was amended and restated whereby, among other things, (i) the term of the SRCF Agreement was reset to three years and six months, with a one year uncommitted extension option, (ii) the lender group under the SRCF Agreement was reduced to JP Morgan SE, BNP Paribas SA, Bankfilial Sverige, Coöperatieve Rabobank U.A. and Nordea Bank Abp, filial i Sverige and the commitments under the SRCF Agreement were reduced to SEK 2,100 million (equivalent of $192.1 million), with an uncommitted incremental revolving facility option of up to SEK 500 million (equivalent of $45.7 million), (iii) the initial margin was reset at 4.00% p.a., (iv) the tangible solvency ratio, minimum EBITDA, minimum liquidity and total net leverage ratio financial covenants were reset, (v) the existing negative covenants were amended to further align with those included in the TLB Credit Agreement (as defined below), including in relation to incurrence of indebtedness, and (vi) the debt under the SRCF Agreement ranks pari passu with, and shares in the same security and guarantees from the Group as, the EIF Facility (as defined below) and the TLB Credit Agreement by way of the Intercreditor Agreement (as defined below).
On April 18, 2023, we entered into a Term Loan B Credit Agreement (the “TLB Credit Agreement”) with, amongst others, Silver Point Finance LLC as Syndication Agent and Lead Lender, J.P. Morgan SE, as Administrative Agent and Wilmington Trust (London) Limited as Security Agent, including a term loan facility of $130 million. The term of the TLB Credit Agreement is five years from the funding date of the term loan facility, and the term loan facility is subject to 1% amortization per annum paid in quarterly installments. Borrowings carry an interest rate of Term SOFR (with a floor of 2.50%) plus 7.5% or Base Rate (with floor of 3.50%) plus 6.5%. The TLB Credit Agreement contains maintenance financial covenants such as minimum EBITDA, total net leverage ratio and liquidity requirements. The TLB Credit Agreement also contains certain negative covenants, including but not limited to restrictions on indebtedness, limitations on liens, fundamental changes covenant, asset sales covenant, and restricted payments covenant. The debt under the TLB Credit Agreement ranks pari passu with, and shares in the same security and guarantees from the Group as, the EIF Facility (as defined below) and the SRCF Agreement by way of the Intercreditor Agreement. As of June 30, 2025, we had $130.4 million, including accrued interest, outstanding under the TLB Credit Agreement.
On April 18, 2023, the Company, Oatly AB, Oatly Inc. and other parties entered into an intercreditor agreement (the “Intercreditor Agreement”) with, amongst others J.P. Morgan SE, as Senior Secured Term Facilities Agent, Wilmington Trust (London) Limited as Senior Secured Revolving Facilities Agent, Wilmington Trust (London) Limited as Common Security Agent and U.S. Bank Trust Company, National Association as trustee in respect of certain of the Convertible Notes (as defined below). The Intercreditor Agreement includes customary ranking, enforcement and turnover provisions intended to govern the relationship between the creditor groups.
In May 2023, (i) the SRCF Agreement was amended pursuant to an amendment letter to, among other things, ensure that the Convertible Notes constitute “PIPE Financing” under and as defined in the SRCF Agreement and (ii) the TLB Credit Agreement was amended pursuant to an amendment agreement to, among other things, ensure that the Convertible Notes constitute “Convertible Bonds” under and as defined in the TLB Credit Agreement.
On February 14, 2024, the SRCF Agreement and the TLB Credit Agreement were amended and restated to, among other things, (i) reset the financial covenant levels applying to the minimum EBITDA (including separate testing of the Group’s Europe & International EBITDA, the
32
definition of which has subsequently been corrected by way of subsequent amendment), minimum liquidity and total net leverage ratio financial covenants and, in relation to the SRCF Agreement, the tangible solvency ratio financial covenant, (ii) revise certain financial definitions to permit additional adjustments for the purpose of the calculation of the financial covenants and (iii) provide certain flexibility for disposals of assets relating to our production facilities in Dallas Fort Worth, Texas, United States of America and Peterborough, United Kingdom. In addition, the existing draw-stop level for the SRCF Agreement, which requires that a certain amount of such facility remains undrawn for as long as the last twelve months’ (“LTM”) consolidated EBITDA of the Group is negative, has been increased from $50 million to $100 million, and the original 24 months’ non-call/make-whole period applying under the TLB Credit Agreement has been reset to apply for the 18 months following the amendment effective date (for the avoidance of doubt, the subsequent 12 months’ prepayment fee period still applies after the end of such 18-month period).
Under the amended SRCF Agreement and TLB Credit Agreement, the total net leverage ratio financial covenant, tested in respect of the LTM period ending on each quarter date, will start to apply in respect of the LTM period ending on December 31, 2026, and the applicable financial covenant level will be 4.50:1, stepping down to 3.50:1 for each LTM period ending in 2027 and to 3.00:1 for each LTM period in 2028. The reset quarterly tangible solvency ratio financial covenant level applying under the amended SRCF Agreement is 30%.
On February 11, 2025, the SRCF Agreement and TLB Credit Agreement were amended and restated to, among other things, (i) reset certain financial covenant levels applying to the minimum liquidity financial covenant, (ii) revise certain financial definitions to permit additional adjustments for the purpose of the calculation of certain financial covenants, including in relation to certain costs relating to the discontinuance of certain of the Group’s manufacturing facilities and (iii) provide certain flexibility for disposals of assets relating to the relevant manufacturing facilities.
The amended SRCF Agreement and TLB Credit Agreement impose limitations on drawdowns under the SRCF Agreement (other than under ancillary facilities, such as overdraft facilities and bank guarantees, which are exempted from these limitations) based on the last four quarters’ consolidated EBITDA of the Group, where, if last four quarters’ consolidated EBITDA of the Group is:
(i) less than $0, $0 may be drawn; and
(ii) equal to or greater than $75 million, the full amount of the existing facility may be drawn,
with interim steps in between, and increases requiring improved performance for two consecutive four quarter periods and reductions requiring decreased performance for one four quarter period.
Convertible Notes
On March 23, 2023 and April 18, 2023, we issued $300 million aggregate principal amount of 9.25% Convertible Senior PIK Notes due 2028 (the notes issued on March 23, 2023, the “U.S. Notes” and the notes issued on April 18, 2023, the “Swedish Notes” and, together with the U.S. Notes, the “Original Convertible Notes” and the Original Convertible Notes, together with the HH Notes (as defined below), the “Convertible Notes”). The U.S. Notes and the Swedish Notes have substantially identical economic terms.
Certain of our existing shareholders, Nativus Company Limited, Verlinvest S.A (“Verlinvest”) and Blackstone Funds, purchased $200.1 million aggregate principal amount of the Swedish Notes and other institutional investors purchased $99.9 million aggregate principal amount of the U.S. Notes. The investors paid an aggregate purchase price of $291 million, reflecting an original issue discount of 3%.
The Convertible Notes bear interest at a rate of 9.25% per annum, payable semi-annually in arrears in cash or in payment-in-kind, at our option, on April 15 and October 15 of each year, beginning on October 15, 2023. The Convertible Notes will mature on September 14, 2028, unless earlier converted by the holders or required to be converted, repurchased or redeemed by us. The Original Convertible Notes were convertible at the option of each holder at an initial conversion price of $2.41 per ordinary share or per ADS, subject to customary anti-dilution adjustments and conversion rate resets. On March 23, 2024, the conversion price of the Original Convertible Notes was reset to $1.81 in accordance with the terms thereof. On February 18, 2025, we completed a ratio change whereby the ratio of our ADSs to ordinary shares was changed from one ADS representing one ordinary share to one ADS representing twenty ordinary shares (the “ADS Ratio Change”). As a result of the ADS Ratio Change, the conversion price of the U.S. Notes was proportionately adjusted from $1.81 to $36.20. The conversion price of the U.S. Notes was reset again on March 23, 2025, to $27.20.
Because the Swedish Notes are convertible into ordinary shares rather than ADSs, the ADS Ratio Change did not affect the conversion price and conversion rate of the Swedish Notes. In order to ensure that the holders of the Swedish Notes remain in the same economic position as before the ADS Ratio Change and to preserve economic equivalency of the Swedish Notes with the U.S. Notes and the HH Notes, we, in accordance with the Swedish Terms, will interpret the definition of “Daily VWAP” therein to assume the trading price of 1/20 of an ADS. The conversion price of the Swedish Notes was reset again on March 23, 2025, to $1.36.
We may require conversion of the Convertible Notes if the last reported sale price of our ADSs equals or exceeds 200% of the applicable conversion price (in the case of the Swedish Notes, the definition of “Last Reported Sale Price” is interpreted to equal 1/20 of an ADS) on any
33
45 trading days during any 90 consecutive day period beginning on or after the third anniversary of the issuance of the U.S. Notes (with respect to the U.S. Notes and the HH Notes) and the Swedish Notes (with respect to the Swedish Notes).
On April 18, 2023, we, Oatly AB, Oatly Inc. and other parties entered into the Intercreditor Agreement which includes customary ranking, enforcement and turnover provisions intended to govern the relationship between the creditor groups and which affect the Convertible Notes.
On May 9, 2023, we entered into an agreement with an affiliate of Hillhouse Investment Management Ltd. (“Hillhouse”) to sell an additional $35 million in Convertible Senior PIK Notes due 2028 (the “HH Notes”), resulting in approximately $34 million in financing after reflecting an original issue discount of 3%. The economic terms of the HH Notes are substantially identical to the economic terms of the U.S. Notes, except (i) that the HH Notes were convertible at Hillhouse’s option at an initial conversion price of $2.52 per ADS, representing an approximate 17% premium to the last reported sale price of our ADSs on the Nasdaq Global Market on May 8, 2023, and (ii) with respect to the specified prices in connection with the conversion rate resets of the HH Notes. On March 23, 2024, the conversion price of the HH Notes was reset to $1.89 in accordance with the terms thereof. As a result of the ADS Ratio Change, the conversion price of the HH Notes was proportionately adjusted from $1.89 to $37.80. The conversion price of the HH Notes was reset again on March 23, 2025, to $28.20. In addition, on May 9, 2023, one of the existing holders of Swedish Notes and an affiliate of one of our shareholders, Verlinvest, agreed to sell and Hillhouse agreed to purchase from Verlinvest $15 million aggregate principal amount of Swedish Notes (the “Resale Notes”). The purchase and sale of the HH Notes and the Resale Notes closed on May 31, 2023. The HH Notes are also subject to the Intercreditor Agreement.
The terms of the Convertible Notes contain covenants limiting our ability to incur additional debt other than certain debt permitted under the TLB Credit Agreement, issue preferred stock, and incur convertible debt or subordinated debt, in each case without the consent of the holders of a majority of the Convertible Notes (as determined pursuant to the applicable terms of the Convertible Notes).
Other Credit Facilities
In October 2019, we entered into a European Investment Fund guaranteed three-year term loan facility of €7.5 million (equivalent of $8.0 million) with Svensk Exportkredit (the “EIF Facility”). The EIF Facility bears interest at EURIBOR + 2.75%. On October 6, 2022, the termination date of the EIF Facility was extended to October 11, 2025, and the amortization schedule thereunder revised, with amortizations in an amount of €0.3 million to be made on a quarterly basis effective January 11, 2023. The loan facility and interest margin remained unchanged.
On February 14, 2024, the EIF Facility was amended and restated to, where and to the extent applicable, implement equivalent amendments as those made to the SRCF Agreement on February 14, 2024.
On February 11, 2025, the EIF Facility was amended and restated to, where and to the extent applicable, implement equivalent amendments as those made to the SRCF Agreement on February 11, 2025.
On March 19, 2025, Oatly Shanghai Co., Ltd. entered into a new RMB 30 million (equivalent of $4.2 million) working capital credit facility with China Merchants Bank Co., Ltd. Shanghai Branch (the “CMB Credit Facility”). Individual utilizations under the CMB Credit Facility are subject to the lender’s approval. The CMB Credit Facility is available for one year, is unsecured, and includes creditor protection in the form of, among other things, representations, covenants (including negative pledge, restrictions on borrowings, investments and dispositions by Oatly Shanghai Co., Ltd., distributions by Oatly Shanghai Co., Ltd. and entry into transactions with its affiliates) and events of default. As of June 30, 2025, the Group had no utilized loan amounts under the amended CMB Credit Facility.
As of June 30, 2025, we had €0.6 million (equivalent of $0.7 million) outstanding under the EIF Facility, including accrued interest.
Cash Flows
The following table presents the summary consolidated cash flow information for the periods presented.
(Unaudited) |
|
Six months ended June 30, |
|
|||||
(in thousands of U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Net cash flows used in operating activities |
|
|
(15,005 |
) |
|
|
(86,013 |
) |
Net cash flows (used in)/from investing activities |
|
|
(10,220 |
) |
|
|
858 |
|
Cash flows used in financing activities |
|
|
(8,151 |
) |
|
|
(20,213 |
) |
Net cash used in operating activities
Net cash flows used in operating activities decreased by $71.0 million, to $15.0 million for the six months ended June 30, 2025 from $86.0 million for the six months ended June 30, 2024, which was driven by improved operating results and improvements in net working capital.
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Net cash (used in)/from investing activities
Net cash flows (used in)/from investing activities decreased by $11.1 million, to an outflow of $10.2 million for the six months ended June 30, 2025 compared to an inflow of $0.9 million for the six months ended June 30, 2024. During the six months ended June 30, 2025 our investments in property, plant and equipment amounted to $9.8 million. For the six months ended June 30, 2024 our investments in property plant and equipment amounted to $19.6 million which was offset by proceeds from sale of property, plant and equipment of $20.4 million related to sold assets due to the discontinued construction of our new production facilities in Peterborough, UK and Dallas-Fort Worth, Texas.
Net cash used in financing activities
Net cash flows used in financing activities decreased by $12.1 million, to an outflow of $8.2 million for the six months ended June 30, 2025 from an outflow of $20.2 million for the six months ended June 30, 2024, which was primarily driven by lower repayment of lease liabilities in 2025.
Contractual Obligations and Commitments
For information regarding our contractual commitments and contingencies, see Note 25 Commitments and Contingencies to our interim condensed consolidated financial statements, which are included elsewhere in this Report.
Non-IFRS Financial Measures
We use EBITDA, Adjusted EBITDA, Constant Currency Revenue as non-IFRS financial measures in assessing our operating performance and Free Cash Flow as a non-IFRS liquidity measure, and each in our financial communications.
“EBITDA” is defined as loss for the period adjusted to exclude, when applicable, income tax expense, finance expenses, finance income and depreciation and amortization expense.
“Adjusted EBITDA” is defined as loss for the period adjusted to exclude, when applicable, income tax expense, finance expenses, finance income, depreciation and amortization expense, share-based compensation expense, restructuring costs, costs related to the strategic review of the Greater China business, impacts related to the closure of production facility, discontinued construction of production facilities, expenses related to a new product launch issue and non-controlling interests.
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, which is the most directly comparable IFRS measure. Some of these limitations are:
35
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 EBITDA and Adjusted EBITDA to loss for the period, the most directly comparable financial measure calculated and presented in accordance with IFRS, for the periods presented.
(Unaudited) |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands of U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Loss for the period |
|
|
(55,946 |
) |
|
|
(30,441 |
) |
|
|
(68,477 |
) |
|
|
(76,285 |
) |
Income tax expense |
|
|
1,914 |
|
|
|
1,751 |
|
|
|
5,265 |
|
|
|
1,805 |
|
Finance (income) and expenses, net |
|
|
31,916 |
|
|
|
(10,389 |
) |
|
|
22,505 |
|
|
|
6,988 |
|
Depreciation and amortization expense |
|
|
12,294 |
|
|
|
12,308 |
|
|
|
23,475 |
|
|
|
25,321 |
|
EBITDA |
|
|
(9,822 |
) |
|
|
(26,771 |
) |
|
|
(17,232 |
) |
|
|
(42,171 |
) |
Share-based compensation expense |
|
|
3,453 |
|
|
|
4,179 |
|
|
|
7,045 |
|
|
|
6,794 |
|
Restructuring costs(1) |
|
|
1,393 |
|
|
|
3,214 |
|
|
|
2,225 |
|
|
|
3,635 |
|
Strategic review of Greater China business(2) |
|
|
1,378 |
|
|
|
— |
|
|
|
1,378 |
|
|
|
— |
|
Closure of production facility(3) |
|
|
— |
|
|
|
— |
|
|
|
(846 |
) |
|
|
— |
|
Discontinued construction of production facilities(4) |
|
|
— |
|
|
|
2,646 |
|
|
|
— |
|
|
|
1,762 |
|
New product launch issue(5) |
|
|
— |
|
|
|
5,677 |
|
|
|
— |
|
|
|
5,677 |
|
Non-controlling interests |
|
|
35 |
|
|
|
58 |
|
|
|
136 |
|
|
|
102 |
|
Adjusted EBITDA |
|
|
(3,563 |
) |
|
|
(10,997 |
) |
|
|
(7,294 |
) |
|
|
(24,201 |
) |
(1)Relates primarily to severance costs as the Group adjusts its organizational structure.
(2)Relates to costs for the strategic review of the Greater China segment.
(3)Relates to reversal of previously recognized exit costs related to closure of the Group’s production facility in Singapore.
(4)Relates primarily to non-cash impairments related to discontinued construction of the Group’s production facility in Peterborough, UK, and reversal of previously recognized non-cash impairments related to discontinued construction of the Group’s production facility in Dallas-Fort Worth, Texas.
(5)Expenses related to a new product launch issue.
“Constant Currency Revenue” is calculated by translating the current year reported revenue amounts into comparable amounts using the prior year reporting period’s average foreign exchange rates which have been provided by a third party. Constant Currency Revenue is a non-IFRS measure and is not a substitute for IFRS measures in assessing our overall financial performance.
Constant currency revenue is used to provide a framework in assessing how our business and geographic segments performed excluding the effects of foreign currency exchange rate fluctuations and we believe this information is useful to investors to facilitate comparisons and better identify trends in our business.
The table below reconciles revenue as reported to revenue on a constant currency basis by segment for the three and six months ended June 30, 2025
(Unaudited) |
|
Three months ended June 30, |
|
|
$ Change |
|
|
% Change |
|
|
|
|
||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
As reported |
|
|
Foreign exchange impact |
|
|
In constant currency |
|
|
As reported |
|
|
In constant currency |
|
|
Volume |
|
|
Constant currency price/mix |
|
|||||||||
Europe & International |
|
|
118,193 |
|
|
|
105,541 |
|
|
|
118,193 |
|
|
|
6,593 |
|
|
|
111,600 |
|
|
|
12.0 |
% |
|
|
5.7 |
% |
|
|
9.4 |
% |
|
|
-3.7 |
% |
North America |
|
|
63,185 |
|
|
|
67,819 |
|
|
|
63,185 |
|
|
|
— |
|
|
|
63,185 |
|
|
|
-6.8 |
% |
|
|
-6.8 |
% |
|
|
-7.5 |
% |
|
|
0.7 |
% |
Greater China |
|
|
26,976 |
|
|
|
28,835 |
|
|
|
26,976 |
|
|
|
49 |
|
|
|
26,927 |
|
|
|
-6.4 |
% |
|
|
-6.6 |
% |
|
|
-1.2 |
% |
|
|
-5.4 |
% |
Total revenue |
|
|
208,354 |
|
|
|
202,195 |
|
|
|
208,354 |
|
|
|
6,642 |
|
|
|
201,712 |
|
|
|
3.0 |
% |
|
|
-0.2 |
% |
|
|
2.8 |
% |
|
|
-3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Unaudited) |
|
Six months ended June 30, |
|
|
$ Change |
|
|
% Change |
|
|
|
|
||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
As reported |
|
|
Foreign exchange impact |
|
|
In constant currency |
|
|
As reported |
|
|
In constant currency |
|
|
Volume |
|
|
Constant currency price/mix |
|
|||||||||
Europe & International |
|
|
225,858 |
|
|
|
215,948 |
|
|
|
225,858 |
|
|
|
3,991 |
|
|
|
221,867 |
|
|
|
4.6 |
% |
|
|
2.7 |
% |
|
|
6.6 |
% |
|
|
-3.9 |
% |
North America |
|
|
123,071 |
|
|
|
134,786 |
|
|
|
123,071 |
|
|
|
— |
|
|
|
123,071 |
|
|
|
-8.7 |
% |
|
|
-8.7 |
% |
|
|
-9.2 |
% |
|
|
0.5 |
% |
Greater China |
|
|
56,955 |
|
|
|
50,616 |
|
|
|
56,955 |
|
|
|
(240 |
) |
|
|
57,195 |
|
|
|
12.5 |
% |
|
|
13.0 |
% |
|
|
32.5 |
% |
|
|
-19.5 |
% |
Total revenue |
|
|
405,884 |
|
|
|
401,350 |
|
|
|
405,884 |
|
|
|
3,751 |
|
|
|
402,133 |
|
|
|
1.1 |
% |
|
|
0.2 |
% |
|
|
6.0 |
% |
|
|
-5.8 |
% |
36
“Free Cash Flow” is defined as net cash flows used in operating activities less capital expenditures. We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments. Free Cash Flow is not a measure of our liquidity under IFRS and should not be considered as an alternative to net cash flows used in operating activities.
Free Cash Flow is a non-IFRS measure and is not a substitute for IFRS measures in assessing our overall financial liquidity. Because Free Cash Flow is not a measurement determined in accordance with IFRS, and is susceptible to varying calculations, it may not be comparable to other similarly titled measures presented by other companies. Free Cash Flow should not be considered in isolation, or as a substitute for an analysis of our results as reported on our interim condensed consolidated financial statements appearing elsewhere in this document. Below we have provided a reconciliation of Free Cash Flow to net cash flows used in operating activities for the periods presented.
(Unaudited) |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands of U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net cash flows used in operating activities |
|
|
(1,447 |
) |
|
|
(46,935 |
) |
|
|
(15,005 |
) |
|
|
(86,013 |
) |
Capital expenditures |
|
|
(3,748 |
) |
|
|
(14,226 |
) |
|
|
(10,699 |
) |
|
|
(20,420 |
) |
Free Cash Flow |
|
|
(5,195 |
) |
|
|
(61,161 |
) |
|
|
(25,704 |
) |
|
|
(106,433 |
) |
Free cash flow was an outflow of $25.7 million for the six months ended June 30, 2025 compared to an outflow of $106.4 million during the prior year period. The improvement in free cash flow was driven by decreased net cash flows used in operating activities and lower capital expenditures.
37
Segment Information
Revenue, Adjusted EBITDA and EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended June 30, 2025 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
118,193 |
|
|
|
63,185 |
|
|
|
26,976 |
|
|
|
— |
|
|
|
— |
|
|
|
208,354 |
|
Intersegment revenue |
|
|
455 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(455 |
) |
|
|
— |
|
Total segment revenue |
|
|
118,648 |
|
|
|
63,185 |
|
|
|
26,976 |
|
|
|
— |
|
|
|
(455 |
) |
|
|
208,354 |
|
Adjusted EBITDA |
|
|
24,261 |
|
|
|
(2,369 |
) |
|
|
(636 |
) |
|
|
(24,819 |
) |
|
|
— |
|
|
|
(3,563 |
) |
Share-based compensation expense |
|
|
(515 |
) |
|
|
(328 |
) |
|
|
(334 |
) |
|
|
(2,276 |
) |
|
|
— |
|
|
|
(3,453 |
) |
Restructuring costs(1) |
|
|
(471 |
) |
|
|
(585 |
) |
|
|
(42 |
) |
|
|
(295 |
) |
|
|
— |
|
|
|
(1,393 |
) |
Strategic review of Greater China business(2) |
|
|
— |
|
|
|
— |
|
|
|
(1,378 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,378 |
) |
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
(35 |
) |
|
|
— |
|
|
|
— |
|
|
|
(35 |
) |
EBITDA |
|
|
23,275 |
|
|
|
(3,282 |
) |
|
|
(2,425 |
) |
|
|
(27,390 |
) |
|
|
— |
|
|
|
(9,822 |
) |
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(31,916 |
) |
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,294 |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(54,032 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended June 30, 2024 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
105,541 |
|
|
|
67,819 |
|
|
|
28,835 |
|
|
|
— |
|
|
|
— |
|
|
|
202,195 |
|
Intersegment revenue |
|
|
1,814 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,814 |
) |
|
|
— |
|
Total segment revenue |
|
|
107,355 |
|
|
|
67,819 |
|
|
|
28,835 |
|
|
|
— |
|
|
|
(1,814 |
) |
|
|
202,195 |
|
Adjusted EBITDA |
|
|
12,638 |
|
|
|
1,166 |
|
|
|
(428 |
) |
|
|
(24,373 |
) |
|
|
— |
|
|
|
(10,997 |
) |
Share-based compensation expense |
|
|
(501 |
) |
|
|
(232 |
) |
|
|
(479 |
) |
|
|
(2,967 |
) |
|
|
— |
|
|
|
(4,179 |
) |
Restructuring costs(1) |
|
|
(855 |
) |
|
|
(769 |
) |
|
|
(1,470 |
) |
|
|
(120 |
) |
|
|
— |
|
|
|
(3,214 |
) |
Discontinued construction of production facilities(4) |
|
|
(2,923 |
) |
|
|
277 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,646 |
) |
New product launch issue(5) |
|
|
— |
|
|
|
(5,677 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,677 |
) |
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
(58 |
) |
|
|
— |
|
|
|
— |
|
|
|
(58 |
) |
EBITDA |
|
|
8,359 |
|
|
|
(5,235 |
) |
|
|
(2,435 |
) |
|
|
(27,460 |
) |
|
|
— |
|
|
|
(26,771 |
) |
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,389 |
|
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,308 |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(28,690 |
) |
38
Six months ended June 30, 2025 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
225,858 |
|
|
|
123,071 |
|
|
|
56,955 |
|
|
|
— |
|
|
|
— |
|
|
|
405,884 |
|
Intersegment revenue |
|
|
1,144 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,144 |
) |
|
|
— |
|
Total segment revenue |
|
|
227,002 |
|
|
|
123,071 |
|
|
|
56,955 |
|
|
|
— |
|
|
|
(1,144 |
) |
|
|
405,884 |
|
Adjusted EBITDA |
|
|
39,797 |
|
|
|
(1,240 |
) |
|
|
982 |
|
|
|
(46,833 |
) |
|
|
— |
|
|
|
(7,294 |
) |
Share-based compensation expense |
|
|
(983 |
) |
|
|
(686 |
) |
|
|
(723 |
) |
|
|
(4,653 |
) |
|
|
— |
|
|
|
(7,045 |
) |
Restructuring costs(1) |
|
|
(471 |
) |
|
|
(1,253 |
) |
|
|
(42 |
) |
|
|
(459 |
) |
|
|
— |
|
|
|
(2,225 |
) |
Strategic review of Greater China business(2) |
|
|
— |
|
|
|
— |
|
|
|
(1,378 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,378 |
) |
Closure of production facility(3) |
|
|
846 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
846 |
|
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
(136 |
) |
|
|
— |
|
|
|
— |
|
|
|
(136 |
) |
EBITDA |
|
|
39,189 |
|
|
|
(3,179 |
) |
|
|
(1,297 |
) |
|
|
(51,945 |
) |
|
|
— |
|
|
|
(17,232 |
) |
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,505 |
) |
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23,475 |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(63,212 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Six months ended June 30, 2024 |
|
Europe & International |
|
|
North America |
|
|
Greater China |
|
|
Corporate* |
|
|
Eliminations** |
|
|
Total |
|
||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
215,948 |
|
|
|
134,786 |
|
|
|
50,616 |
|
|
|
— |
|
|
|
— |
|
|
|
401,350 |
|
Intersegment revenue |
|
|
3,778 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,778 |
) |
|
|
— |
|
Total segment revenue |
|
|
219,726 |
|
|
|
134,786 |
|
|
|
50,616 |
|
|
|
— |
|
|
|
(3,778 |
) |
|
|
401,350 |
|
Adjusted EBITDA |
|
|
27,134 |
|
|
|
778 |
|
|
|
(3,856 |
) |
|
|
(48,257 |
) |
|
|
— |
|
|
|
(24,201 |
) |
Share-based compensation expense |
|
|
(879 |
) |
|
|
1,027 |
|
|
|
(1,179 |
) |
|
|
(5,763 |
) |
|
|
— |
|
|
|
(6,794 |
) |
Restructuring costs(1) |
|
|
(855 |
) |
|
|
(769 |
) |
|
|
(1,940 |
) |
|
|
(71 |
) |
|
|
— |
|
|
|
(3,635 |
) |
Discontinued construction of production facilities(4) |
|
|
(2,923 |
) |
|
|
1,161 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,762 |
) |
New product launch issue(5) |
|
|
— |
|
|
|
(5,677 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,677 |
) |
Non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
(102 |
) |
|
|
— |
|
|
|
— |
|
|
|
(102 |
) |
EBITDA |
|
|
22,477 |
|
|
|
(3,480 |
) |
|
|
(7,077 |
) |
|
|
(54,091 |
) |
|
|
— |
|
|
|
(42,171 |
) |
Finance income and (expenses), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,988 |
) |
Depreciation and amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,321 |
) |
Loss before tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(74,480 |
) |
* Corporate consists of general costs not allocated to the segments.
** Eliminations in 2025 and 2024 refer to intersegment revenue for sales of products from Europe & International to Greater China.
(1) Relates primarily to severance costs as the Group adjusts its organizational structure.
(2) Relates to costs for the strategic review of the Greater China segment.
(3) Relates to reversal of previously recognized exit costs related to closure of the Group’s production facility in Singapore.
(4) Relates primarily to non-cash impairments related to discontinued construction of the Group’s production facility in Peterborough, UK, and reversal of previously recognized non-cash impairments related to discontinued construction of the Group’s production facility in Dallas-Fort Worth, Texas.
(5) Expenses related to a new product launch issue.
Off-Balance Sheet Arrangements
We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off‑balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Significant Judgments and Estimates
We prepare our interim condensed consolidated financial statements in accordance with IAS 34 Interim Financial Reporting. 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.
39
Our critical accounting policies are described under the heading “Critical Accounting Estimates” in our 2024 Annual Report and the notes to the audited financial statements in our 2024 Annual Report. Our critical accounting policies and estimates are the same as those discussed in our 2024 Annual Report.
Recent Accounting Pronouncements
Refer to Note 2 Summary of accounting policies to our interim condensed consolidated financial statements appearing elsewhere in this Report.
Item 3. Qualitative and Quantitative Disclosures about Market Risk
We are exposed to certain market risks in the ordinary course of our business. These risks primarily consist of foreign exchange risk, interest rate risk, credit risk, liquidity risk and commodity price risk. For further discussion and sensitivity analysis of these risks, see Note 3 Financial risk management to our audited consolidated financial statements for the year ended December 31, 2024 included in our 2024 Annual Report.
Part II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings related to claims arising out of our operations. We are not currently a party to any material legal proceedings, including any such proceedings that are pending or threatened, of which we are aware.
Item 1A. Risk Factors
There have been no material changes to our risk factors since those reported in Part I, Item 3.D. “Risk Factors” of our 2024 Annual Report other than as noted below:
The Strategic Review of our China Business may not be successful
We have initiated a strategic review of our Greater China business. The review will consider a broad range of strategic options to enhance shareholder value, including a potential carve-out of the Greater China segment. There is no guarantee that this strategic review will be successful or will yield results that enhance shareholder value. The strategic review will also take time and the attention of management. The strategic review may also take longer than expected. There are no assurances that the process will result in any transaction or strategic change. If the strategic review is not successful, this will likely have a negative result on our business, results of operations and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Use of Proceeds
The information contained in Item 2 in Part II of the Company’s Report on Form 6-K filed on November 15, 2021 is incorporated by reference herein.
Item 3. Defaults Upon Senior Securities
None.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Oatly Group AB |
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Date: July 23, 2025 |
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By: |
/s/ Marie-José David |
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Name: |
Marie-José David |
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Title: |
Chief Financial Officer |
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FAQ
What warrants and share-based awards did Oatly (OTLY) authorize?
How much is the lease obligation for Oatly's Ma'anshan production equipment?
What material debt facilities and terms are disclosed by Oatly?
Are there conversion-price resets on Oatly's convertible instruments?
What are the principal risks highlighted for Oatly in this filing?
