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6-K

Oatly Group AB (OTLY)

6-K 2024-04-17 For: 2024-04-17
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2024

Commission File Number: 001-40401

Oatly Group AB

(Translation of registrant’s name into English)

Ångfärjekajen 8

211 19 Malmö

Sweden

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Segment Disclosure

Effective as of January 1, 2024, Oatly Group AB (the “Company”) made changes to how it makes strategic decisions and allocates resources among its operating segments. As part of this change, the Greater China business is managed separately from the rest of the Asia business, forming its own operating segment. The rest of the Asia business, including the Singapore manufacturing facility, is managed together with the current EMEA business, which is now identified as Europe & International.

Following these changes, the new operating segments are:

(i) Europe & International, which is inclusive of Europe, Middle East and Africa, Asia Pacific and Latin America;

(ii) North America, which is inclusive of the United States and Canada; and

(iii) Greater China, which is inclusive of Mainland China, Hong Kong and Taiwan.

In addition to the above-described changes, a majority of the research and development expenses, previously part of corporate overhead, are now allocated to the operating segments to align with how resources are being allocated and monitored as of January 1, 2024.

The Company is furnishing this Form 6-K to provide investors with recast segment summary historical financial information and segment historical data that is consistent with its new reportable segments. The segments follow the accounting principles described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023. The schedules in Exhibit 99.1 furnished with this Form 6-K provide recast unaudited summary financial information and other data according to the new reporting segments for the previously reported fiscal years ended December 31, 2023, and 2022, and the previously reported quarterly financial information for the quarterly periods included in fiscal 2023 and 2022.

The information furnished in this Form 6-K should be read in conjunction with the Company’s previously filed SEC reports and is presented for informational purposes only. This information in no way amends or restates the Company’s previously reported consolidated statements for any period. In this regard, none of the information furnished in this Form 6-K changes the Company’s previously reported total assets, total equity and liabilities or its reported loss or loss per share, and the information does not reflect any subsequent information or events, other than as required to reflect the changes in reportable segments as described above.

Exhibit Index

Exhibit No. Description
99.1 Recast Segment Information of Oatly Group AB

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.

Oatly Group AB
Date: April 17, 2024 By: /s/ Marie-José David
Marie-José David
Chief Financial Officer

EX-99.1

Oatly Group AB Recast Financial Statements – Segment Revenue, Adjusted EBITDA and EBITDA (Unaudited, in thousands of U.S. dollars)

Twelve months ended December 31, 2023 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 408,410 250,264 124,674 783,348
Intersegment revenue 25,601 181 (25,782 )
Total segment revenue 434,011 250,264 124,855 (25,782 ) 783,348
Adjusted EBITDA 28,377 (31,910 ) (57,543 ) (96,485 ) (157,561 )
Share-based compensation expense (2,378 ) (3,820 ) (4,608 ) (10,640 ) (21,446 )
Restructuring costs(1) (1,382 ) (3,062 ) (2,675 ) (7,641 ) (14,760 )
Asset impairment charges and other costs related to discontinued construction of production facilities(2) (158,551 ) (43,009 ) (201,560 )
Costs related to the YYF Transaction(3) (375 ) (375 )
Legal settlement(4) (9,250 ) (9,250 )
Non-controlling interests (186 ) (186 )
EBITDA (133,934 ) (82,176 ) (65,012 ) (124,016 ) (405,138 )
Finance income and expenses, net 48,847
Depreciation and amortization (51,874 )
Loss before tax (408,165 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates primarily to severance payments as the Company continued to adjust its organizational structure to the macro environment, and inventory write-offs related to the Company’s strategy reset in the Greater China segment.

(2) Following certain events during the fourth quarter, the Company decided to discontinue the construction of its new production facilities in Peterborough, UK and Dallas-Fort Worth, Texas. The Company recorded $172.6 million in non-cash impairments and $29.0 million in restructuring and other exit costs relating to these production facilities.

(3) Relates to the Ya YA Foods USA LLC transaction (the “YYF Transaction”). See the Company's Forms 6-K filed on January 3, 2023 and March 2, 2023 for further details.

(4) Relates to US securities class action litigation settlement expenses.

Three months ended December 31, 2023 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 105,620 65,900 32,601 204,121
Intersegment revenue 2,333 (2,333 )
Total segment revenue 107,953 65,900 32,601 (2,333 ) 204,121
Adjusted EBITDA 11,410 (2,689 ) (5,156 ) (22,787 ) (19,222 )
Share-based compensation expense (679 ) (990 ) (624 ) (2,394 ) (4,687 )
Restructuring costs(1) (319 ) (580 ) (273 ) (1,244 ) (2,416 )
Asset impairment charges and other costs related to discontinued construction of production facilities(2) (158,551 ) (43,009 ) (201,560 )
Non-controlling interests (112 ) (112 )
EBITDA (148,139 ) (47,268 ) (6,165 ) (26,425 ) (227,997 )
Finance income and expenses, net (50,486 )
Depreciation and amortization (14,618 )
Loss before tax (293,101 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates primarily to severance payments as the Company continued to adjust its organizational structure to the macro environment.

(2) Following certain events during the fourth quarter, the Company decided to discontinue the construction of its new production facilities in Peterborough, UK and Dallas-Fort Worth, Texas. The Company recorded $172.6 million in non-cash impairments and $29.0 million in restructuring and other exit costs relating to these production facilities.

Oatly Group AB Recast Financial Statements – Segment Revenue, Adjusted EBITDA and EBITDA (Unaudited, in thousands of U.S. dollars)

Three months ended September 30, 2023 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 103,526 58,491 25,578 187,595
Intersegment revenue 3,717 59 (3,776 )
Total segment revenue 107,243 58,491 25,637 (3,776 ) 187,595
Adjusted EBITDA 8,476 (8,035 ) (16,481 ) (19,958 ) (35,998 )
Share-based compensation expense (580 ) (978 ) (1,205 ) (3,527 ) (6,290 )
Restructuring costs(1) (29 ) 112 (2,292 ) (968 ) (3,177 )
Legal settlement(2) (9,250 ) (9,250 )
Non-controlling interests (74 ) (74 )
EBITDA 7,867 (8,901 ) (20,052 ) (33,703 ) (54,789 )
Finance income and expenses, net 112,841
Depreciation and amortization (12,559 )
Profit before tax 45,493

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates primarily to severance payments as the Company continued to adjust its organizational structure to the macro environment, and inventory write-offs related to the Company’s strategy reset in the Greater China segment.

(2) Relates to US securities class action litigation settlement expenses.

Three months ended June 30, 2023 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 98,768 61,832 35,387 195,987
Intersegment revenue 9,067 122 (9,189 )
Total segment revenue 107,835 61,832 35,509 (9,189 ) 195,987
Adjusted EBITDA 1,294 (10,880 ) (18,577 ) (24,305 ) (52,468 )
Share-based compensation expense (74 ) (808 ) (1,391 ) (149 ) (2,422 )
Restructuring costs(1) (26 ) (2,407 ) (110 ) (5,429 ) (7,972 )
Costs related to the YYF Transaction(2) (154 ) (154 )
EBITDA 1,194 (14,249 ) (20,078 ) (29,883 ) (63,016 )
Finance income and expenses, net (11,512 )
Depreciation and amortization (12,464 )
Loss before tax (86,992 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International.

(1) Relates primarily to severance payments as the Company continued to adjust its organizational structure to the current macro environment.

(2) Relates to the YYF Transaction. See the Company's Forms 6-K filed on January 3, 2023 and March 2, 2023 for further details.

Oatly Group AB Recast Financial Statements – Segment Revenue, Adjusted EBITDA and EBITDA (Unaudited, in thousands of U.S. dollars)

Three months ended March 31, 2023 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 100,496 64,041 31,108 195,645
Intersegment revenue 10,484 (10,484 )
Total segment revenue 110,980 64,041 31,108 (10,484 ) 195,645
Adjusted EBITDA 7,197 (10,306 ) (17,329 ) (29,435 ) (49,873 )
Share-based compensation expense (1,045 ) (1,044 ) (1,388 ) (4,570 ) (8,047 )
Restructuring costs(1) (1,008 ) (187 ) (1,195 )
Costs related to the YYF Transaction(2) (221 ) (221 )
EBITDA 5,144 (11,758 ) (18,717 ) (34,005 ) (59,336 )
Finance income and expenses, net (1,996 )
Depreciation and amortization (12,233 )
Loss before tax (73,565 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates to severance payments as the Company reviews its organizational structure.

(2) Relates to the YYF Transaction. See the Company's Forms 6-K filed on January 3, 2023 and March 2, 2023 for further details.

Twelve months ended December 31, 2022 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 356,629 223,880 141,729 722,238
Intersegment revenue 48,290 820 182 (49,292 )
Total segment revenue 404,919 224,700 141,911 (49,292 ) 722,238
Adjusted EBITDA (19,989 ) (67,408 ) (76,008 ) (104,518 ) (267,923 )
Share-based compensation expense (5,324 ) (4,840 ) (6,870 ) (18,432 ) (35,466 )
Restructuring costs(1) (918 ) (797 ) (309 ) (2,391 ) (4,415 )
Asset impairment charges and other costs related to assets held for sale(2) (39,581 ) (39,581 )
EBITDA (26,231 ) (112,626 ) (83,187 ) (125,341 ) (347,385 )
Finance income and expenses, net (1,409 )
Depreciation and amortization (48,600 )
Loss before tax (397,394 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates to accrued severance payments as the Company reviewed its organizational structure to adjust the fixed cost base globally.

(2) Relates to the YYF Transaction. See the Company's Forms 6-K filed on January 3, 2023 and March 2, 2023 for further details.

Oatly Group AB Recast Financial Statements – Segment Revenue, Adjusted EBITDA and EBITDA (Unaudited, in thousands of U.S. dollars)

Three months ended December 31, 2022 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 92,663 64,386 38,019 195,068
Intersegment revenue 9,807 52 (9,859 )
Total segment revenue 102,470 64,386 38,071 (9,859 ) 195,068
Adjusted EBITDA (1,656 ) (6,176 ) (21,053 ) (31,579 ) (60,464 )
Share-based compensation expense (1,356 ) (872 ) (1,323 ) (4,190 ) (7,741 )
Restructuring costs(1) (918 ) (797 ) (309 ) (1,386 ) (3,410 )
Asset impairment charges and other costs related to assets held for sale(2) (39,581 ) (39,581 )
EBITDA (3,930 ) (47,426 ) (22,685 ) (37,155 ) (111,196 )
Finance income and expenses, net 3,098
Depreciation and amortization (13,835 )
Loss before tax (121,933 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates to accrued severance payments as the Company reviewed its organizational structure to adjust the fixed cost base globally.

(2) Relates to the YYF Transaction. See the Company's Forms 6-K filed on January 3, 2023 and March 2, 2023 for further details.

Three months ended September 30, 2022 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 85,350 60,702 36,974 183,026
Intersegment revenue 6,830 7 130 (6,967 )
Total segment revenue 92,180 60,709 37,104 (6,967 ) 183,026
Adjusted EBITDA (14,874 ) (17,470 ) (27,680 ) (22,679 ) (82,703 )
Share-based compensation expense (447 ) (1,422 ) (1,818 ) (4,816 ) (8,503 )
Restructuring costs(1) (1,005 ) (1,005 )
EBITDA (15,321 ) (18,892 ) (29,498 ) (28,500 ) (92,211 )
Finance income and expenses, net (7,491 )
Depreciation and amortization (12,157 )
Loss before tax (111,859 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

(1) Relates to accrued severance payments.

Three months ended June 30, 2022 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 85,244 51,775 40,939 177,958
Intersegment revenue 12,934 241 (13,175 )
Total segment revenue 98,178 52,016 40,939 (13,175 ) 177,958
Adjusted EBITDA 1,911 (20,620 ) (10,371 ) (24,287 ) (53,367 )
Share-based compensation expense (1,691 ) (1,202 ) (1,809 ) (4,483 ) (9,185 )
EBITDA 220 (21,822 ) (12,180 ) (28,770 ) (62,552 )
Finance income and expenses, net (593 )
Depreciation and amortization (11,877 )
Loss before tax (75,022 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

Oatly Group AB Recast Financial Statements – Segment Revenue, Adjusted EBITDA and EBITDA (Unaudited, in thousands of U.S. dollars)

Three months ended March 31, 2022 Europe & International North America Greater China Corporate* Eliminations** Total
Revenue
Revenue from external customers 93,372 47,017 25,797 166,186
Intersegment revenue 18,719 572 (19,291 )
Total segment revenue 112,091 47,589 25,797 (19,291 ) 166,186
Adjusted EBITDA (5,370 ) (23,142 ) (16,904 ) (25,973 ) (71,389 )
Share-based compensation expense (1,830 ) (1,344 ) (1,920 ) (4,943 ) (10,037 )
EBITDA (7,200 ) (24,486 ) (18,824 ) (30,916 ) (81,426 )
Finance income and expenses, net 3,577
Depreciation and amortization (10,731 )
Loss before tax (88,580 )

* Corporate consists of general overhead costs not allocated to the segments.

** Eliminations primarily refer to intersegment revenue for sales of products from Europe & International to Greater China.

Oatly Group AB Recast Financial Statements – Constant Currency Revenue (Unaudited, in thousands of U.S. dollars)

Twelve months ended December 31, Change % Change
2023 2022 As reported Foreign exchange impact In constant currency As reported In constant currency Volume Constant currency price/mix
Europe & International 408,410 356,629 3,410 405,000 14.5 % 13.6 % 4.4 % 9.2 %
North America 250,264 223,880 250,264 11.8 % 11.8 % 2.9 % 8.9 %
Greater China 124,674 141,729 (5,020 ) 129,694 -12.0 % -8.5 % -0.6 % -7.9 %
Total revenue 783,348 722,238 (1,610 ) 784,958 8.5 % 8.7 % 3.1 % 5.6 %
Three months ended December 31, Change % Change
2023 2022 As reported Foreign exchange impact In constant currency As reported In constant currency Volume Constant currency price/mix
Europe & International 105,620 92,663 4,575 101,045 14.0 % 9.0 % -0.8 % 9.8 %
North America 65,900 64,386 65,900 2.4 % 2.4 % 9.2 % -6.8 %
Greater China 32,601 38,019 (375 ) 32,976 -14.3 % -13.3 % 0.4 % -13.7 %
Total revenue 204,121 195,068 4,200 199,921 4.6 % 2.5 % 2.0 % 0.5 %
Three months ended September 30, Change % Change
2023 2022 As reported Foreign exchange impact In constant currency As reported In constant currency Volume Constant currency price/mix
Europe & International 103,526 85,350 5,937 97,589 21.3 % 14.3 % 6.2 % 8.1 %
North America 58,491 60,702 58,491 -3.6 % -3.6 % -5.6 % 2.0 %
Greater China 25,578 36,974 (1,294 ) 26,872 -30.8 % -27.3 % -16.6 % -10.7 %
Total revenue 187,595 183,026 4,643 182,952 2.5 % 0.0 % -1.0 % 1.0 %
Three months ended June 31, Change % Change
2023 2022 As reported Foreign exchange impact In constant currency As reported In constant currency Volume Constant currency price/mix
Europe & International 98,768 85,244 40 98,728 15.9 % 15.8 % 6.9 % 8.9 %
North America 61,832 51,775 61,832 19.4 % 19.4 % 1.7 % 17.7 %
Greater China 35,387 40,939 (1,850 ) 37,237 -13.6 % -9.0 % -4.9 % -4.1 %
Total revenue 195,987 177,958 (1,810 ) 197,797 10.1 % 11.1 % 3.4 % 7.7 %
Three months ended March 31, Change % Change
2023 2022 As reported Foreign exchange impact In constant currency As reported In constant currency Volume Constant currency price/mix
Europe & International 100,496 93,372 (7,482 ) 107,978 7.6 % 15.6 % 5.8 % 9.8 %
North America 64,041 47,017 64,041 36.2 % 36.2 % 6.5 % 29.7 %
Greater China 31,108 25,797 (2,131 ) 33,239 20.6 % 28.8 % 27.2 % 1.6 %
Total revenue 195,645 166,186 (9,613 ) 205,258 17.7 % 23.5 % 8.7 % 14.8 %

All values are in US Dollars.

Non-IFRS Financial Measures

We use EBITDA, Adjusted EBITDA and Constant Currency Revenue as non-IFRS financial measures in assessing our segments' operating performance:

“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, asset impairment charges and other costs related to discontinued construction of production facilities, asset impairment charges and other costs related to assets held for sale, costs related to the securities class-action legal settlement, 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:

• Adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements;

• Adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us;

• Adjusted EBITDA does not reflect income tax payments that reduce cash available to us;

• Adjusted EBITDA does not reflect recurring share-based compensation expense and, therefore, does not include all of our compensation costs;

• Adjusted EBITDA does not reflect restructuring costs that reduce cash available to us in future periods;

• Adjusted EBITDA excludes asset impairment charges and other costs related to discontinued construction of production facilities, although these are non-cash expenses, the assets being impaired may have to be replaced in the future or require certain disposal or remediation costs, increasing our cash requirement;

• Adjusted EBITDA does not reflect costs related to legal settlement that reduce cash available to us in future periods;

• Adjusted EBITDA excludes asset impairment charges and other costs related to assets held for sale, although these are non-cash expenses, the assets being impaired may have to be replaced in the future or require certain disposal or remediation costs, increasing our cash requirements; and

Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

Adjusted EBITDA should not be considered in isolation or as a substitute for financial information provided in accordance with IFRS.

“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 believe this information is useful to investors to facilitate comparisons and better identify trends in our business. The table above, Recast Financial Statements – Constant Currency Revenue, reconciles revenue as reported to revenue on a constant currency basis by segment for the periods presented.