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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 6-K/A
___________________
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated August 12, 2022
Commission File Number: 001-40286
Arrival
(Exact Name of Registrant as Specified in Its Charter)
Grand Duchy of Luxembourg
(Jurisdiction of Incorporation or Organization)
60a, rue des Bruyeres, L-1274 Howald,
Grand Duchy of Luxembourg
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in
paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
EXPLANATORY NOTE
This Amendment on Form 6-K/A (the "Amendment") is being filed
solely to add a conformed signature to the consent of KPMG filed as
Exhibit 23.1 to the Company's Form 6-K (Accession No.
0001628280-22-022697) filed on August 12, 2022 (the "Original
6-K"). In all other respects this Amendment is identical to the
Original 6-K.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On August 12, 2022, Arrival (the “Company”) recast its financial
statements for the three years ended December 31, 2021 from Euro to
U.S. dollar ("USD") and also recast its operating and financial
review and prospects, which are each attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively.
We are filing this report on Form 6-K to recast our financial
information and certain related disclosures for the three years
ended December 31, 2021, which were included in our annual report
on Form 20-F for the fiscal year ended December 31, 2021, filed
with the Securities and Exchange Commission (the "SEC") on April
27, 2022 (as amended, the "2021 Form 20-
F"), in order to reflect that we changed our reporting currency
from Euro to U.S. dollar ("USD"). We previously announced on May
10, 2022 that effective the first quarter of 2022, we were changing
our reporting currency from Euro to USD.
This report does not, and does not purport to, recast the
information in any other part of the 2021 Form 20-F not updated
herein or update any other information in the 2021 Form 20-F to
reflect any events that have occurred after its filing. References
in this report to our consolidated financial statements and/or
operating and financial review and prospects shall be deemed to
refer to our recast consolidated financial statements and related
notes and our updated operating and financial review and prospects
that are also included in this form 6-K. The exhibits filed
herewith as Exhibit 99.1 and 99.2 speak as of the filing date of
2021 Form 20-F and do not purport to reflect events occurring after
the original filing date of 2021 Form 20-F.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by
reference in each of the Registration Statement on Form F-3 (File
no. 333-254885), the Registration Statement on Form F-3 (File no.
333-266472), the Registration Statement on Form S-8 (File no.
333-257101) and the Registration Statement on Form S-8 (File no.
333-259673) of Arrival 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.
EXHIBITS
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Exhibit No. |
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Description |
23.1 |
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Consent of KPMG |
99.1 |
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Financial results for the three years ended December 31, 2021
retrospectively recast as a result of the Issuer’s change in
reporting currency from “Euros” to “U.S. dollars”. |
99.2 |
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Operating and Financial Review and Prospects |
101.INS |
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XBRL Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document.
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101.SCH |
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INLINE XBRL Taxonomy Extension Schema Document. |
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Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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SIGNATURES
The registrant hereby certifies that it meets all of the
requirements for filing on Form 6-K and that it has duly caused and
authorized the undersigned to sign this report on its
behalf.
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August 12, 2022 |
ARRIVAL |
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By: |
/s/ John Wozniak |
|
Name: |
John Wozniak |
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Title: |
Chief Financial Officer |
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the registration
statements (No. 333-257101 and No. 333-259673) on Form S-8 and in
the registration statements (No. 333-254885 and 33-266472) on Form
F-3 of our report dated April 27, 2022, except for the change in
presentation currency described in Note 2, and the retrospective
application to all periods presented, as to which the date is
August 12, 2022 with respect to the consolidated financial
statements of Arrival.
/s/
KPMG LLP
KPMG LLP
London, United Kingdom
August 12, 2022
Exhibit 99.1
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis provides information which
Arrival’s management believes is relevant to an assessment and
understanding of Arrival’s results of operations and financial
condition. Some of the information contained in this discussion and
analysis or set forth elsewhere in this annual report, including
information with respect to Arrival’s plans and strategy for its
business and related financing, includes forward-looking statements
that involve risks and uncertainties. As a result of many factors,
including those factors set forth in “Item 3.D. Risk Factors” of
our previously filed annual report, Arrival’s actual results could
differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion
and analysis. This discussion should be read in conjunction with
Arrival’s
audited historical consolidated financial statements and other
financial information included elsewhere in this annual
report.
Overview
Arrival was founded with a mission to transform the design,
assembly and distribution of commercial EVs and accelerate the mass
adoption of EVs globally. Founded in 2015, and now with over
2,600
employees, Arrival develops technologies and products that create a
new approach to the design and assembly of EVs. Arrival believes
its in-house developed components, materials, software and robotic
technologies, when combined with its low cost and scalable
microfactories, will enable it to produce EVs that are tailored to
the needs of local markets with an attractive TCO to its
customers.
The initial focus for Arrival is the production of commercial EV
vans, buses and cars. Arrival believes this segment of the
automotive market is currently underserved by other EV
manufacturers and is a global market with significant scale
opportunities. Arrival also believes the commercial vehicle segment
will move quickly to EVs, and that this migration will be supported
worldwide by local, state, and national government policies that
either encourage EV usage via subsidies or enact usage taxes on
fleet operators who continue to operate internal combustion engine
vehicles. Arrival also believes that commercial fleet operators
will be attracted to Arrival’s vehicles in particular, because of
their attractive TCO. Commercial fleet operators have well
understood range requirements, and the vehicles typically return to
a central depot every evening where they can be charged overnight.
For these reasons, Arrival expects the commercial vehicle fleets to
migrate to EVs even more quickly than automotive retail
segments.
The Arrival Van is designed for commercial use by large fleet
owners particularly in the transportation, e-commerce and logistics
industries with an estimated total
addressable market of approximately $280 billion. The expected
start of production for the Arrival Van is the third quarter of
2022.
In 2020, Arrival finalized an investment and signed a vehicle sales
agreement with UPS, which included an initial order of 10,000
electric vans EVs with an option to purchase an additional 10,000
electric vans, subject to modifications or cancellation at any
time. This agreement has a total aggregate order value of up to
$1.2 billion (€1.0 billion) in revenue (including the option) and
may be canceled or modified by UPS at any time. In July 2021,
Arrival and LeasePlan, one of the world’s leading
“car-as-a-service” companies, entered into an agreement pursuant to
which LeasePlan will be the preferred operational leasing partner
for Arrival Vans. Additionally, Arrival and LeasePlan entered into
a vehicle sales agreement in September 2021, pursuant to which
Arrival agreed to provide LeasePlan with priority to purchase an
initial amount of 3,000 vans and LeasePlan agreed on a best efforts
basis to purchase such vans. In July 2021, Arrival partnered with
ATN to produce Arrival Buses in connection with a $2.0 million
grant ATN received from the FTA.
The Arrival Bus is designed for use by public and private transit
operators, with an estimated total
addressable market of
approximately $154 billion. Arrival has entered into non-binding
orders, letters of intent and memorandums of understanding with
potential customers to purchase Arrival Buses, which are expected
to start production in the second half of 2022.
On November 4, 2019, Arrival and HKMC entered into an agreement to
jointly develop vehicles using Arrival’s technologies. This
partnership will leverage the use of Arrival’s microfactories and
software innovation. Arrival benefits from HKMC’s global footprint
and economies of scale with the aim to reduce the cost of
components. The joint development agreement will expire on November
3, 2024. This development agreement prevents Arrival from
developing EVs with other traditional OEMs until November 3,
2022.
Updated Microfactory and Other Cost Estimates
Production of saleable Arrival Buses is expected to start in the UK
in the second half of 2022 to meet local demand with Rock Hill
production starting at a later date.
Arrival’s Bicester, U.K. microfactory is expected to start
production of Arrival Vans in the third quarter of 2022.
Charlotte, North Carolina, USA is expected to start production of
Arrival Vans in the fourth quarter of 2022.
As of December 31, 2021, total capital expenditure at Arrival’s
microfactories consists of capital expenditure for both production
and non-production, including site readiness and
logistics:
•Bicester,
is Arrival’s lab microfactory where it has prioritized being on
time for the start of production of the Arrival Van. As a result,
Arrival expects total capital expenditure at Bicester, to be
approximately $75 million, through 2022.
•From
the learnings gained at Bicester, Arrival expects total capital
expenditure at Charlotte, to be lower than at Bicester, with
continued reductions in capital expenditure per microfactory as it
scales beyond the initial microfactories.
Other Company Costs
•In
order to reduce risks relating to the start of production and
enable Arrival to scale, it is incurring additional costs,
including: (i) a decision to assemble battery modules and bring
logistics in-house, which is adding capital expenditure and
operating expenditure; (ii) pre-payments to LG Energy Systems (as
assignee LG Chem) to secure battery cell line capacity for the next
few years; and (iii) higher selling, general and administrative
expenses as it scales sales, finance and legal.
•In
addition, Arrival is experiencing industry-wide increases in the
expected cost of raw materials including aluminium and
petrochemicals.
•Arrival
also expects higher working capital in its first factories to
ensure it has the necessary components and parts to start
production of its vehicles.
Vehicle Volumes and Revenue Expectations for 2022
Subsequent to the Business Combination, Arrival revised certain
aspects of its business plan and it has invested additional capital
to further develop its platforms, and to secure components and
batteries for production. As a result, Arrival has revised its
anticipated microfactory rollout, and now expects significantly
lower vehicle volumes and revenue in 2022. The company continues to
expect Arrival Van production to begin in Bicester in the third
quarter of 2022 and Charlotte in the fourth quarter of 2022 and
expects to produce and sell 400 to 600 Arrival Vans in 2022 as it
ramps production in these two microfactories. For Arrival Bus,
Arrival will be building saleable Arrival Buses in the UK in the
second half of 2022 and expects these buses will be primarily used
in additional customer trials in 2022. The priorities for 2022 are
completing Arrival Bus and Arrival Van vehicle certification,
starting production with Arrival’s unique method and ensuring the
highest possible quality for its first vehicles.
Key Factors Affecting Operating Results
Arrival is a pre-revenue company and believes that its performance
and future success depends on several factors that present
significant opportunities for it but also pose risks and
challenges, including those discussed below and in the section of
this annual report entitled “Item 3D
Risk Factors.”
Product Development
Arrival has announced five vehicle programs: the Arrival Bus, Bus
for emerging markets, Arrival Van, Large Van and Arrival
Car.
Arrival expects to be building saleable Arrival Buses in the UK in
the second half of 2022 and expects these buses will be used in
additional customer trials in 2022. The company continues to expect
Arrival Van production to begin in Bicester, in the third quarter
of 2022 and Charlotte in the fourth quarter of 2022 and expects to
produce and sell 400 to 600 Vans this year as it ramps production
in these two microfactories.
Arrival has made significant progress in the design of its EVs and
components parts, as well as in the development of its
manufacturing and assembly processes and vehicle and manufacturing
technology platform:
•Prototype
Arrival Vans have been built and are being tested.
•Arrival
completed the first assembly of an Arrival Van skateboard structure
robotically in a microfactory technology cell using its proprietary
AMRs marking a significant step towards start of
production.
•First
two Bus milestones of Trial Bus production and Bus Proving Ground
trials achieved.
•Arrival
has installed and is running production equipment to manufacture
the battery modules used on both the Arrival Bus and Arrival
Van.
•Arrival
has installed and is running production equipment to manufacture
composite panels at its Bicester microfactory.
Arrival is striving to successfully complete certain major
development activities in order to meet its expected production
dates.
Arrival’s team of over 2,600
employees, including engineers, scientists, technicians and staff,
is committed to achieving the milestones to meet its current
production and commercialization timelines to enable the Company to
achieve its expected production dates. For example, Arrival expects
to complete bus product validation and van product validation in
the first half of 2022. Validation is a process by which compliance
with all regulatory and performance requirements is demonstrated
through testing of physical prototypes. Validation is the final
step before a vehicle is certified for sale. These milestones are
critical to Arrival’s development timelines, though may be subject
to unanticipated delays outside of the Company’s control such as
the ability to obtain sufficient capital to support
production.
Capital Requirements
Until Arrival can generate sufficient revenue from product sales,
it is dependent on its ability to raise sufficient capital from
third-party sources. Arrival finances its operations with the
proceeds from the Business Combination, private placements of its
securities, public offerings of equity and/or equity-linked
securities, debt financings, collaborations, and licensing
arrangements.
Commercialization
Arrival plans to initially market its EVs directly to large van and
bus fleet owners through its sales teams in the U.S., U.K. and
Europe. Over time these sales teams will be expanded to cover more
regions. Arrival is also developing an online sales tool for small
to medium enterprises. Arrival’s customer outreach will be
supported through marketing campaigns on Arrival’s website, social
media platforms, interviews, podcasts, press releases and
potentially physical experience centers to build awareness. Arrival
will also work with key partners for additional coverage. Arrival’s
marketing strategy is focused primarily on using online methods and
positive experiences that generate word of mouth.
Arrival currently has an order from UPS for its Arrival Van for
10,000 vehicles with an option to purchase an additional 10,000
Arrival Vans, subject to amendment and cancellation by UPS. The
total aggregate value of this order is approximately $1.2 billion
(€1.0 billion) in revenue (including the option). Arrival has also
received non-binding orders, letters of interest and /or
memorandums of understanding from several other customers
expressing interest in the Arrival Van and Arrival Bus, with total
orders, letters of interest or memorandums of understanding of
approximately 134,000
vehicles as of March 2, 2022, including the 10,000 vehicle order
and 10,000 vehicle option from UPS. Although all orders, letters of
interest and/or memorandums of understanding are non-binding and
subject to cancellation or modification at any time, Arrival
believes they demonstrate demand that will potentially lead to
binding orders once the Company begins production of the Arrival
Bus and Arrival Van and potential customers are able to see
first-hand the performance and value of these vehicles. In July
2021, Arrival and LeasePlan, one of the world’s leading
“car-as-a-service” companies, entered into an agreement pursuant to
which LeasePlan will be the preferred operational leasing partner
for Arrival Vans. Additionally, Arrival and LeasePlan entered into
a vehicle sales agreement in September 2021, pursuant to which
Arrival agreed to provide LeasePlan with priority to purchase an
initial amount of 3,000 Arrival Vans and LeasePlan agreed on a best
efforts basis to purchase such vans. In July 2021, Arrival
partnered with ATN to produce Arrival Buses in connection with a
$2.0 million grant ATN received from the FTA.
Regulatory Landscape
Arrival is, and will be, subject to significant regulation relating
to vehicle safety and testing, vehicle accessibility, battery
safety and testing and environmental regulation in the United
States, European Union, the United Kingdom and other markets. These
requirements create additional costs and possibly production delay
in connection with design, testing and manufacturing of Arrival’s
vehicles. In addition, demand for Arrival’s vehicles will be
heavily influenced by government mandates and the availability of
subsidies.
COVID-19
On January 30, 2020, the World Health Organization declared the
COVID-19 outbreak a “Public Health Emergency of International
Concern” and on March 11, 2020, declared it to be a pandemic.
Actions taken around the world to help mitigate the spread of
COVID-19 include restrictions on travel, quarantines in certain
areas and forced closures for certain types of public places and
businesses. COVID-19 and actions taken to mitigate its spread have
had and are expected to continue to have an adverse impact on the
economies and financial markets of many countries, including the
geographical area in which Arrival operates.
As the COVID-19 pandemic continues to evolve and as variants
emerge, the extent of the impact on Arrival’s businesses, operating
results, cash flows, liquidity and financial condition will be
primarily driven by the severity and duration of the pandemic, the
pandemic’s impact on the U.K., the U.S. and global economies and
the timing, scope and effectiveness of federal, state and local
governmental responses to the pandemic. The COVID-19 pandemic has
resulted in government authorities implementing numerous measures
to try to contain the virus, such as travel bans and restrictions,
quarantines, stay-at-home or shelter-in-place orders, and business
shutdowns. These measures may adversely impact Arrival’s employees
and operations and the operations of its suppliers, vendors and
business partners, and may negatively impact Arrival’s sales and
marketing activities and the production schedule of its vehicles
(although no material impact has occurred to date). In March 2020,
Arrival created a committee comprised of 24 members from its human
resources, strategy, operations, legal and compliance, and products
teams to monitor the overall impact of COVID-19 and manage
Arrival’s overall response and guidance moving forward during the
COVID-19 pandemic. The spread of COVID-19 and its variants has
caused Arrival and many of its suppliers to modify their business
practices (including employee travel and recommending that all
non-essential personnel work from home), and Arrival and its
suppliers may be required to take further actions as required by
government authorities or that it determines are in the best
interests of its employees, customers, suppliers, vendors and
business partners. There is no certainty that such actions will be
sufficient to mitigate the risks posed by the virus or otherwise be
satisfactory to government authorities. If significant portions of
Arrival’s workforce or suppliers are unable to work effectively,
including due to illness, quarantines, social distancing,
government actions or other restrictions in connection with the
COVID-19 pandemic, Arrival’s operations will be impacted. These
factors related to COVID-19 are beyond Arrival’s knowledge and
control and, as a result, at this time, Arrival is unable to
predict the ultimate impact, both in terms of severity and
duration, that the COVID-19 pandemic will have on Arrival’s
business, operating results, cash flows and financial condition,
but it could be material if the current circumstances continue to
exist for a prolonged period of time.
Important Information About Non-IFRS Financial
Measures
In this annual report, Arrival presents certain financial measures,
ratios and adjustments that are not required by, or presented in
accordance with, IFRS or any other generally accepted accounting
principles, including EBITDA and Adjusted EBITDA.
EBITDA means the net loss before interest income or expense, tax
income or expense, depreciation and amortization.
Adjusted EBITDA means EBITDA adjusted for impairments and
write-offs, share option expenses, listing expense, fair value
adjustments on Warrants, reversal of difference between fair value
and nominal value of loans that got repaid/settled, fair value
movement of embedded derivative, fair value movement on employee
loans, foreign exchange gains/losses and transaction
bonuses.
Arrival’s executive officers believe that Adjusted EBITDA is
important as it provides an additional tool to investors to use in
evaluating ongoing operating results, key insights and metrics as
well as it enables investors to compare Arrival's financial
measures with those of comparable companies, which may present
similar non-GAAP financial measures.
EBITDA and Adjusted EBITDA should not be considered as alternatives
to the consolidated financial results or other indicators of
Arrival’s performance based on IFRS measures. They should not be
considered as alternatives to operating profit/(loss) or
profit/(loss) for the year as an indicator of Arrival’s performance
or profitability. EBITDA and Adjusted EBITDA, as defined by
Arrival, may not be comparable to similarly titled measures as
presented by other companies due to differences in the way they are
calculated. Even though EBITDA Adjusted EBITDA are used by
management to assess ongoing operating performance and are commonly
used by investors, EBITDA and Adjusted EBITDA have important
limitations as analytical tools, and they should not be considered
in isolation or as substitutes for analysis of Arrival’s results as
reported under IFRS.
Reconciliation of Net Loss to Non-IFRS Measures
The table below sets out the reconciliation of Arrival’s Non-IFRS
measures EBITDA and Adjusted EBITDA to loss for the year in
Arrival’s consolidated statement of profit or (loss) for the
periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31 |
In thousands of USD |
2021 |
|
2020a
|
|
|
|
|
(Loss) for the year/period |
(1,304,381) |
|
|
(95,447) |
|
Interest (income)/expense, nete
|
141 |
|
|
2,500 |
|
Tax (income)/expense |
7,515 |
|
|
(20,421) |
|
Depreciation and amortization |
24,337 |
|
|
11,071 |
|
EBITDA |
(1,272,388) |
|
|
(102,297) |
|
Impairment losses and write-offs |
39,378 |
|
|
456 |
|
Share option expense |
2,668 |
|
|
10,697 |
|
Listing expense |
1,168,515 |
|
|
— |
|
Change in fair value of warrants including intrinsic value of
warrants redeemed and outstanding |
(122,299) |
|
|
— |
|
Fair value movement of embedded derivativec
|
(35,448) |
|
|
— |
|
Fair value movement on employee loans including fair value charge
for the new employee loans provided as of September 30,
2021d
|
6,038 |
|
|
— |
|
Reversal of difference between fair value and nominal value of
loans that got repaid/settledf
|
(1,906) |
|
|
— |
|
Foreign exchange (gain)/loss, net |
(2,328) |
|
|
663 |
|
Transaction bonusesb
|
14,900 |
|
|
— |
|
Adjusted EBITDA |
(202,870) |
|
|
(90,481) |
|
a.Comparative
figures are of Arrival Luxembourg S.à r.l.
b.Following
the Business Combination, certain executive officers of Arrival
received a one-time bonus. This is included in administrative
expenses in the Income Statement
c.An
embedded derivative is a component of a hybrid contract that also
includes a non-derivative host. The Company has recognized the
embedded derivative as part of the convertible notes issued in
November 2021 which is fair valued as at balance sheet
date
d.Arrival
has re-financed some loans given to employees in September 2021. As
per IFRS 9 the difference between the fair value of the new loans
and the carrying amount has been recognized in the consolidated
statement of profit or loss.
e.Interest
expense increased in the fourth quarter of 2021 as Arrival has
issued convertible notes which bear 3.5% interest.
f.Loans
initially recognized at their fair value are amortized over the
period which they expected to be repaid. Loans, which get
repaid/settled at an earlier date than what was initially
anticipate results in gain in the consolidated statement of profit
or loss
Notes:
During the period, the shareholders of Arrival Luxembourg S.à r.l.
contributed their shares in the company for shares of Arrival. As a
result of this transaction, Arrival has become the parent company
of the Arrival group of companies.
For the purpose of the above financial statements, comparative
financial statements for the year ended December 31 2020 consist of
consolidated financial statements of Arrival Luxembourg S.à r.l.
prior to the completion of the Business Combination.
A. Operating Results
Key Components of Statements of Operations
Basis of Presentation
Currently, Arrival conducts business through one operating segment.
As of the date of this annual report, Arrival is a pre-revenue
company with no commercial operations, and its activities to date
have been conducted in Europe and North America. Arrival’s
historical results are reported in IFRS as issued by the IASB. For
more information about the basis of presentation of Arrival's
consolidated financial statements, refer to Note 2 in the
accompanying consolidated financial statements of Arrival included
elsewhere in this annual report.
Revenue
Arrival has not begun commercial operations and currently does not
generate revenue. Once Arrival reaches commercialization and
commences production and sales of its EVs, it expects that the
significant majority of its revenue will be derived from the direct
sales of its commercial electric buses and vans and thereafter
other related products and services. Production of saleable buses
and vans is expected to begin in the second half of
2022.
Cost of Revenue
As of the date of this annual report, Arrival has not recorded cost
of revenue, as it has not generated revenue. Once Arrival reaches
commercialization and commences production of its EVs, it expects
cost of revenue to include vehicle components and parts, including
batteries, raw materials, direct labor costs, warranty costs and
costs related to the operation of manufacturing
facilities.
Administrative Expenses
Administrative expenses consist of the costs associated with
employment of Arrival’s staff, the costs associated with Arrival’s
properties, and the depreciation of Arrival’s fixed assets,
including depreciation of “right of use” assets in relation to
Arrival’s leased property. Arrival expects administrative expenses
to increase as its overall activity levels increase due to the
construction and operation of microfactories.
Research and Development Expenses
Research and development expenses consist of the costs associated
with the employment of Arrival’s engineering staff, third-party
engineering consultants and program consumables. Costs associated
with development projects such as vehicle programs, component
programs and software products are capitalized as intangible assets
under construction. For more information about Arrival’s accounting
policy for intangible assets, refer to Note 3 in the consolidated
financial statements of Arrival included elsewhere in this annual
report. Arrival expects research and development expenses to
increase as it continues to develop its vehicles, components,
microfactory technology and software.
Impairment Expense
Impairment expense relates to the right-of-use assets for leases
and to intangibles that are no longer expected to generate future
cash flows The impairment of assets occurs when the carrying value
exceeds the determined fair value of the underlying asset. Refer to
Notes 6 and 7 to the consolidated financial statements of Arrival
included elsewhere in this annual report.
Listing expense
Listing expense consist of the difference between the fair value of
the shares deemed to have been issued by Arrival and the fair value
of the identifiable net assets of CIIG and warrants transferred and
the actual costs incurred for the listing of Arrival.
Finance Income/(Expense)
Finance income/(expense) consists of the fair value movement of
warrants and convertible notes which the Company has issued during
the year to finance its operations, interest receivable from the
loans granted to employees of the Group, interest on lease
liability, impairment charges recognized for financial assets as
well as realized and unrealized foreign exchange gains that have
been created due to the fluctuation of the exchange rates between
the Euro and the various other currencies that Arrival is using for
its operations.
Results of Operations for the Year Ended December 31, 2021 and the
Year Ended December 31, 2020
The following table sets forth Arrival’s historical operating
results for the years ended December 31, 2021 and 2020 followed by
an analysis of Arrival’s results of operations during these periods
For an analysis of Arrival’s results of operations for the year
ended December 31, 2020 compared to the year ended December 31,
2019, see pages 64 to 65 of Arrival’s Annual Report on Form 20-F
for the year ended December 31, 2020 filed with the SEC on April
30, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
|
For the Year Ended December 31, |
|
|
|
|
|
|
2021 |
|
2020 |
|
Changes |
|
% Changes |
Revenue |
|
— |
|
— |
|
— |
|
— |
Cost of Revenue |
|
— |
|
— |
|
— |
|
— |
Gross Profit |
|
— |
|
— |
|
— |
|
— |
Administrative Expenses |
|
(171,030) |
|
|
(86,178) |
|
|
(84,852) |
|
|
98.5 |
% |
Research and Development Expenses |
|
(57,080) |
|
|
(20,585) |
|
|
(36,495) |
|
|
177.3 |
% |
Impairment Expense |
|
(24,514) |
|
|
(449) |
|
|
(24,065) |
|
|
* |
Listing expense |
|
(1,188,335) |
|
|
— |
|
|
(1,188,335) |
|
|
* |
Other Income |
|
1,830 |
|
|
2,709 |
|
|
(879) |
|
|
(32.4) |
% |
Other Expenses |
|
— |
|
|
(7,861) |
|
|
7,861 |
|
|
(100.0) |
% |
Operating Loss |
|
(1,439,129) |
|
|
(112,364) |
|
|
(1,326,765) |
|
|
* |
Finance Income |
|
174,801 |
|
|
3,100 |
|
|
171,701 |
|
|
5538.7 |
% |
Finance Expense |
|
(32,538) |
|
|
(6,604) |
|
|
(25,934) |
|
|
392.7 |
% |
Net Finance Income/(Expense) |
|
142,263 |
|
|
(3,504) |
|
|
145,767 |
|
|
(4160.0) |
% |
Loss Before Tax |
|
(1,296,866) |
|
|
(115,868) |
|
|
(1,180,998) |
|
|
* |
Tax (expense)/income |
|
(7,515) |
|
|
20,421 |
|
|
(27,936) |
|
|
(136.8) |
% |
Loss for the Year |
|
(1,304,381) |
|
|
(95,447) |
|
|
(1,208,934) |
|
|
* |
* The percentage increase from 2020 is not included as variance is
not comparable to the prior year |
Administrative Expenses
Administrative expenses increased $84.9 million, or 98.5%, from
$86.2 million for the year ended December 31, 2020 to $171 million
for the year ended December 31, 2021. The increase was primarily
due to increased wages and salaries as Arrival expanded its
headcount of non-engineering staff to support its expanding
research and development programs and increased rent and property
utilities as it acquired additional properties for use as research
and development workshops and office locations.
Research and Development Expenses
Research and development expenses increased by $36.5 million, or
177.3%, from $20.6 million for the year ended December 31, 2020 to
$57 million for the year ended December 31, 2021. The increase was
primarily due to increased wages and salaries as Arrival expanded
its headcount of engineering staff to work on Arrival’s research
and development programs. The increased was also due to increased
consumable costs in relation to these programs.
Impairment Expense
Impairment expense increased by $24 million, from $0.4 million for
the year ended December 31, 2020 to $24.5 million for the year
ended December 31, 2021. Impairment charges relate to the
impairment of the Roborace and Charging Station CGUs and
right-of-use assets for leases that are no longer expected to
generate future cash flows.
Listing Expenses
In March 2021, the Business Combination Agreement (or Merger
Agreement) between CIIG and Arrival came into effect and both
companies were merged with Arrival becoming the listed entity. In
accordance with IFRS, the difference between the fair value of the
shares deemed to have been issued by Arrival and the fair value of
the identifiable net assets of CIIG and warrants transferred have
been recorded as a listing expense. More details regarding this
transaction can be found in note 22 of the consolidated financial
statements. Listing expense is a one-off fee which affects
materially the current year's operating result by $1,188
million.
Net Finance Income /(Expense),
Net Finance Income/(Expense) increased by $145.8 million from net
finance expense of $3.5 million for the year ended December 31,
2020 to net finance income of $142.2 million for the year ended
December 31, 2021. The change in net finance income is mainly
attributable to fair value change of the warrants which had an
impact of $122.3 million, the fair
value change of the Convertible Notes which amounted to $33.9
million as well as the increase in the interest receivable on RSP
loans which amounted to $9.8
million for the year ended December 31, 2021. The increase in
Finance Income was partially set-off by the increase in Finance
Cost due to the impairment of the employee loans $13.1 million, the
loss on refinancing of RSP loans of $4.3 million and the increase
on interest on leases which amounted to $4.4 million for the year
ended December 31, 2021.
B. Liquidity and Capital Resources
The Board of Directors’ capital management objectives are to ensure
Arrival’s ability to continue as a going concern, to finance its
long-term growth, and to achieve and maintain an optimal capital
structure through a balanced mix of debt and equity considering the
positive effects of the debt tax shield and the additional costs of
financial distress that result from increased leverage. For the
accomplishment of this objective, Arrival monitors various internal
factors like the development of some financial ratios over time but
also considers external factors like changes in the competitive
environment or in the overall economic conditions.
As of the date of this annual report, Arrival has yet to generate
any revenue from its business operations. Since inception, Arrival
has funded, and in the foreseeable future expects to fund, its
operation, capital expenditure and working capital requirements
through capital contributions and loans from its largest
stockholder, Kinetik S.à r.l., private placements of its equity
securities, investments from certain strategic partners and
issuance of convertible notes to qualified institutional
buyers.
As of December 31, 2021, Arrival’s cash and cash equivalents
amounted to $900.6 million. On the closing date of the Business
Combination, Arrival received $611.6 million in net proceeds.
Arrival expects its capital expenditures and working capital
requirements to increase substantially in the near future, as it
seeks to produce the Arrival Bus, bus for emerging markets, Arrival
Van, large van, Arrival Car and develop its customer support and
marketing infrastructure and continue its research and development
efforts. Arrival believes that its cash on hand will be sufficient
to meet its working capital and capital expenditure requirements
for at least the next twelve months and to fund its operations
until it commences production of the Arrival Bus and Arrival
Van.
The following table summarizes Arrival’s estimated material
contractual cash obligations and commercial commitments as of
December 31, 2021, and the future periods in which such obligations
are expected to be settled in cash.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands of USD |
|
Payments Due by Period |
|
|
Total |
|
Less than 1 Year |
|
1-5 Years |
|
More than 5 Years |
Contractual Obligations |
|
|
|
|
|
|
|
|
Operating Lease Obligations |
|
259,883 |
|
|
24,074 |
|
|
89,284 |
|
|
146,525 |
|
Convertible notes |
|
376,248 |
|
|
11,448 |
|
|
364,800 |
|
|
— |
|
Total |
|
636,131 |
|
|
35,522 |
|
|
454,084 |
|
|
146,525 |
|
In addition, Arrival enters into agreements in the normal course of
business with vendors to perform various services, which are
generally cancellable upon written notice. These payments are not
included in this table of contractual obligations. As of December
31, 2021, Arrival did not have any material off-balance sheet
arrangements.
However, additional funds may be required for a variety of reasons,
including, but not limited to, delays in anticipated schedule to
complete the design of the Arrival Bus or Arrival Van, tooling may
be needed for the necessary microfactories to start vehicle
production as currently contemplated and Arrival’s budget
projections may be subject to cost overruns for reasons outside of
its control and it may experience slower sales growth than
anticipated, which would pose a risk to Arrival achieving cash flow
expectations. Arrival will continue to evaluate its operational
performance and requirements and will also continue to consider
alternative operational schedules and opportunities. Any changes to
Arrival’s current plans and projections could require Arrival to
seek more funding earlier than originally anticipated.
There can be no assurance that such financing would be available to
Arrival on favorable terms or at all. If the financing is not
available, or if the terms of financing are less desirable than
Arrival expects, Arrival may be forced to decrease its level of
investment in product development or scale back its operations,
which could have an adverse impact on its business and financial
prospects and cause delays in its production timeline.
As a company in the pre-commercialization stage of development, the
net losses Arrival has incurred since inception are consistent with
Arrival’s strategy and budget. Arrival will continue to incur net
losses in accordance with Arrival’s operating plan as Arrival
continues to expand its operations to meet anticipated
demand.
The expenditure requirements associated with producing the Arrival
Bus and Arrival Van, developing customer support and marketing
infrastructure and continuing research and development efforts are
subject to significant risks and uncertainties, many of which are
beyond Arrival’s control, which may affect the timing and magnitude
of these anticipated expenditures. These risks and uncertainties
are described in more detail in this annual report in the sections
entitled “Item
3.D. Risk Factors”
and “Cautionary
Note Regarding Forward-Looking Statements.”
On November 23, 2021, Arrival issued convertible notes to qualified
institutional investors.
As per the terms and conditions of the convertible notes agreement
the convention rights of the holders are:
–Holders
may convert all or any portion of their notes, in multiples of
$1,000 principal amount. On or after 1 June 2026 until the close of
business on the second scheduled trading day immediately preceding
the maturity date, holders may convert all or any portion of their
notes, in multiples of $1,000 principal amount, at the option of
the holder.
–At
any time prior to the close of business on the business day
immediately preceding 1 June 2026 under one of the following
circumstances:
a.conversion
upon satisfaction of sale price of ordinary shares condition:
during any calendar quarter commencing after the calendar quarter
ending on March 31, 2022 (and only during such calendar quarter),
if the last reported sale price of the ordinary shares for at least
20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on, and including, the last trading
day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading
day;
b.conversion
upon satisfaction of trading price condition of convertible notes:
during the five business day period after any five consecutive
trading day period in which the trading price of the notes (as
defined1 in the Preliminary Offering Memorandum) was less than 98%
of the product of the last reported sale price of Arrival ordinary
shares and the conversion rate on each such trading
day.
c.conversion
upon Arrival’s notice of redemption: Holders may convert all or any
portion of their notes at any time prior to the close of business
on the scheduled trading day prior to the redemption date, even if
the notes are not otherwise convertible at such time. After that
time, the right to convert such notes on account of our delivery of
such notice of redemption will expire, unless we default in the
payment of the redemption price, in which case a holder of notes
may convert all or any portion of its notes until the redemption
price has been paid or duly provided for.
d.conversion
upon the occurrence of specified corporate events: Corporate events
are defined as certain distributions under ordinary shares and
fundamental change events like change of beneficial owner; sale,
lease or transfer of all or substantially all of the consolidated
assets and subsidiaries; liquidation or dissolution of the
Company,
Arrival may choose to settle in cash or non-cash basis or a
combination of cash and ordinary shares. The Company may redeem the
notes, in whole but not in part, following the occurrence of
certain tax law changes, as described in the Preliminary Offering
Memorandum, at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date. Upon Arrival
giving such notice of redemption, a holder may elect not to have
its notes redeemed, in which case the holder would not be entitled
to receive the additional amounts relating to withholding
tax.
The Company may also redeem for cash all or any portion of the
notes, at the Company's option, on or after December 6, 2024 if the
last reported sale price of the ordinary shares has been at least
130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading
day period (including the last trading day of such period) ending
on, and including, the trading day immediately preceding the date
on which we provide notice of redemption at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date.
Cash Flows
The following table sets forth a summary of Arrival’s operating,
investing and financing cash flows for the years ended December 31,
2021 and 2020 followed by an analysis of the cash flows during
these periods. For a summary of Arrival’s operating, investing and
financing cash flows for the year ended December 31, 2019, see
pages 66 to 67 of Arrival’s Annual Report on Form 20-F for the year
ended December 31, 2020 filed with the SEC on April 30,
2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands of USD |
|
For the Year Ended December 31, |
|
|
2021 |
|
2020 |
|
|
|
Net cash used in operating activities |
|
(273,008) |
|
|
(88,691) |
|
Net cash used in investing activities |
|
(312,584) |
|
|
(122,463) |
|
Net cash generated from financing activities |
|
1,405,209 |
|
|
180,838 |
|
Net increase/(decrease) in cash and cash equivalents |
|
819,617 |
|
|
(30,316) |
|
Cash Flows from Operating Activities
Arrival’s cash flows used in operating activities to date have been
primarily comprised of costs related to the development of its
products, manufacturing processes, payroll and changes in accounts
payable and other current assets and liabilities. Arrival expects
cash used in operating activities will increase as it hires
employees for its microfactories and from increased working capital
requirements to support production in its
microfactories.
Net cash used in operating activities was $273.1 million for the
year ended December 31, 2021 compared to $88.7 million for the year
ended December 31, 2020. The increase of $184.4 million was
primarily due to increased outflows on staff and other project
costs as Arrival expanded its research and development activities,
as well as outflows on supporting infrastructure such as property
costs and prepayments made for the acquisition of
inventory.
Cash Flows from Investing Activities
Arrival’s cash flows used in investing activities to date are
primarily comprised of capitalized development expenditures related
to vehicle development, vehicle components, software and
microfactories. In addition, Arrival purchases tangible fixed
assets (plant and equipment) in support of both research and
development programs. Arrival expects the cost of investing
activities to increase in the near future as it ramps up program
activity, microfactory construction and invests in production
tooling ahead of commencing commercial operations.
Net cash used in investing activities was $312.6 million for the
year ended December 31, 2021, compared to $122.5 million for the
year ended December 31, 2020. In both periods this primarily
consisted of cash outflows for development program expenditure
(staff and project costs) capitalized as intangible assets under
construction and the acquisition of plant and equipment for the
microfactories under construction.
Cash Flows from Financing Activities
Net cash from financing activities was $1,405.2 million for the
year ended December 31, 2021, which was primarily due to the
issuance of new shares of $631.3 million from the reverse merger,
$335.6 million from the public follow-on offering and $140.6
million from the exercise of warrants. In addition the Company
received $309.5 million from the issuance of convertible notes.
Such inflows were slightly offset by the repayment of lease
liabilities which amounted to $12.9 million.
For a description of the terms of Arrival’s Convertible Notes, see
below sections on Debt and Convertible Notes.
Although Arrival has no immediate plans to incur additional debt,
it may determine, based on changes in its expected cash flow needs
or because it deems it beneficial, to incur such debt on the terms
offered.
Debt
Except as set out below, Arrival has no third-party debt. Although
Arrival has no current plans to incur additional debt, it may
determine, based on changes in its expected cash flow needs or
because it deems it beneficial, to incur such debt on the terms
offered.
Convertible Notes
On November 23, 2021, Arrival issued USD320.0 million in aggregate
principal amount of green
convertible senior notes due 2026. The Convertible Notes Offering
generated aggregate net proceeds of $309.6 million, after deducting
the initial purchasers’ discount and offering
expenses.
The Convertible Notes were issued pursuant to an indenture, dated
November 23, 2021, among Arrival and U.S. Bank National
Association, as trustee. The Convertible Notes bear cash interest
at an annual rate of 3.50% payable on June 1 and December 1 of each
year, beginning on June 1, 2022, and will mature on December 1,
2026 unless earlier converted, redeemed or repurchased. The
conversion rate for the Convertible Notes is initially 84.2105
Ordinary Shares per $1,000 principal amount of Convertible Notes
(equivalent to an initial conversion price of approximately $11.88
per Ordinary Share), subject to adjustment if certain events occur.
Before the close of business on the business day immediately
preceding June 1, 2026, holders will have the right to convert
their Convertible Notes only upon the occurrence of certain events.
On or after June 1, 2026, holders may convert their Convertible
Notes at any time at their election until the close of business on
the second scheduled trading day immediately preceding the maturity
date. Upon conversion of the Convertible Notes, Arrival will pay or
deliver, as the case may be, cash, Ordinary Shares or a combination
of cash and Ordinary Shares, at its election. The Convertible Notes
will be redeemable, in whole or in part, for cash at Arrival’s
option at any time, and from time to time, on or after December 6,
2024, and on or before the 36th scheduled trading day immediately
preceding the maturity date, but only if the last reported sale
price per Ordinary Share has been at least 130% of the conversion
price then in effect for a specified period of time. The redemption
price will be equal to the principal amount of the Convertible
Notes to be redeemed, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date. Upon the occurrence of a
“fundamental change,” which term includes certain change of control
transactions, holders may require Arrival to repurchase their
Convertible Notes at a price equal to 100% of the principal amount
of Convertible Notes to be repurchased, plus accrued and unpaid
interest to, but not including, the date of repurchase. The
Indenture contains customary event of default provisions and
customary covenants relating to Arrival’s ability to consolidate
with or merge with or into, or sell, lease or otherwise transfer,
in one transaction or a series of transactions, all or
substantially all of the consolidated assets of Arrival and its
subsidiaries, taken as a whole, to another person.
As per the terms and conditions of the convertible notes agreement
the convention rights of the holders are:
–Holders
may convert all or any portion of their notes, in multiples of
$1,000 principal amount. On or after 1 June 2026 until the close of
business on the second scheduled trading day immediately preceding
the maturity date, holders may convert all or any portion of their
notes, in multiples of $1,000 principal amount, at the option of
the holder.
–At
any time prior to the close of business on the business day
immediately preceding 1 June 2026 under one of the following
circumstances:
a.conversion
upon satisfaction of sale price of ordinary shares condition:
during any calendar quarter commencing after the calendar quarter
ending on March 31, 2022 (and only during such calendar quarter),
if the last reported sale price of the ordinary shares for at least
20 trading days (whether or not consecutive) during a period of 30
consecutive trading days ending on, and including, the last trading
day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading
day;
b.conversion
upon satisfaction of trading price condition of convertible notes:
during the five business day period after any five consecutive
trading day period in which the trading price of the notes (as
defined1 in the Preliminary Offering Memorandum) was less than 98%
of the product of the last reported sale price of Arrival ordinary
shares and the conversion rate on each such trading
day.
c.conversion
upon Arrival’s notice of redemption: Holders may convert all or any
portion of their notes at any time prior to the close of business
on the scheduled trading day prior to the redemption date, even if
the notes are not otherwise convertible at such time. After that
time, the right to convert such notes on account of our delivery of
such notice of redemption will expire, unless we default in the
payment of the redemption price, in which case a holder of notes
may convert all or any portion of its notes until the redemption
price has been paid or duly provided for.
d.conversion
upon the occurrence of specified corporate events: Corporate events
are defined as certain distributions under ordinary shares and
fundamental change events like change of beneficial owner; sale,
lease or transfer of all or substantially all of the consolidated
assets and subsidiaries; liquidation or dissolution of the
Company,
Arrival may choose to settle in cash or non-cash basis or a
combination of cash and ordinary shares.
The Company may redeem the notes, in whole but not in part,
following the occurrence of certain tax law changes, as described
in the Preliminary Offering Memorandum, at a redemption price equal
to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.
Upon Arrival giving such notice of redemption, a holder may elect
not to have its notes redeemed, in which case the holder would not
be entitled to receive the additional amounts relating to
withholding tax.
The Company may also redeem for cash all or any portion of the
notes, at the Company's option, on or after December 6, 2024 if the
last reported sale price of the ordinary shares has been at least
130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading
day period (including the last trading day of such period) ending
on, and including, the trading day immediately preceding the date
on which we provide notice of redemption at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date.
Capital Expenditure
As of December 31, 2021, Arrival had commitment capital expenditure
of $24.5 million. Arrival intends to use this expenditure on
finalizing Arrival's first two microfactories and development
activities, including the design of vehicles, operating systems and
other software. Arrival expects to fund its capital expenditure
through capital contributions and loans from its largest
stockholder, Kinetik S.à r.l., private placements of its equity
securities and investments from certain strategic
partners.
C. Research and development, patents and licenses,
etc.
Arrival has invested and continues to invest significant resources
into ongoing research and development programs as it believes its
ability to grow its market position depends, in part, on
breakthrough technologies that offer a unique value proposition for
Arrival’s customers and differentiation from its competitors. The
majority of Arrival’s research and development activities take
place within its headquarters facility in the U.K. and at its
development partners’ facilities located around the
world.
Arrival’s success depends in part upon its ability to protect its
own IP and core technologies. Arrival protects its intellectual
property rights in the U.S., the U.K., Europe, and abroad, through
a combination of patent, trademarks, designs and trade secret
protection, as well as having confidentiality and invention
assignments with its employees and consultants. As a result of
Arrival’s vertically integrated approach and strong IP portfolios,
up to approximately half of the Arrival Van and approximately two
fifths of the Arrival Bus components by value are either owned or
controlled by Arrival.
For more information, see Item 4:
Information on the Company.
D. Trend information
Market Trends and Competition
Arrival Van
The global light and medium commercial vehicle market (6 tons and
below) is estimated to be between 13 million to 15 million units
per year. While the Global parc (total number of vehicles globally)
has remained fairly static in recent years, the growing pressure
for more clean air zones and environmental commitments from
governments has resulted in a growing demand for EVs. An upsurge in
customers and fleet operators committing to move away from
combustion to electric vans has seen forecasts estimating a 30%
penetration by 2030.
While traditional OEM’s like Mercedes-Benz, Ford and Volkswagen
have started their transition to EVs, they still have a heavy
investment in combustion-fueled vehicles and the shift of diesel
powertrains to electric is a slow and expensive process. In
addition there are several EV pureplay companies such as Brightdrop
and Rivian which are relatively new to the market and in the
process of ramping up production from current relatively low
volumes. This has created more demand than supply which has
resulted in higher prices for electric vans. Mercedes launched the
eSprinter available in one length, with a low range capability and
price tag of €60,000 in the EU. Ford launched the Transit in
multiple lengths and variations
predominantly targeting the US market. Renault Master and Iveco
Daily are the only existing models in the market with similar load
capacity to Arrival, but both are redesigns of their diesel
counterparts.
Arrival Vans are expected to have the flexibility and payload
capabilities of current combustion vehicles and have been designed
from the bottom up with customers in mind. Features have been
designed not based on historical practice but customer needs and
requirements as well as equipping vehicles with advanced software
capabilities and upgrades. In addition, Arrival’s high standard
specification and simplified market approach means Arrival Vans
should fit the majority of customer needs. A microfactory set up
means Arrival can rely on local supply chains and create vehicles
fit for local market requirements without high costs for vehicle
and part transportation. As a result of all of these factors,
Arrival believes that it can produce a light commercial van at an
attractive price targeted between combustion and other electric
vehicles, but with better payload and battery flexibility than
currently available in the market.
Arrival Bus
With a total addressable market of approximately $154 billion, the
transit bus market creates a strong opportunity for Arrival and its
innovative product design and technology. The bus market is in need
of environmental reform particularly in the following two areas:
bus fleets must be converted into zero emission vehicles and a good
public transport experience has the potential of lowering the
number of private vehicles on the road. Both are imperatives for
major cities around the world. However, local governments and
operators have reservations about this change, as it represents a
significant financial investment and the use of technology that
evolves at a fast pace.
Arrival believes the customer centric design and strong
dimensions/performance ratio of the Arrival Bus put it in a unique
position to accelerate needed transit bus reform.
Arrival Car
The Arrival Car is expected to address the global need to shift
ride-hailing and car sharing services, with over 30 million
estimated drivers across the ride-hailing sector, to electric to
reduce emissions and improve air quality in cities. Arrival is also
partnering with Uber pursuant to a non-binding memorandum of
understanding to develop the Arrival Car. Uber has committed to
becoming a fully electric mobility platform in London by 2025 and
by 2030 across North America and Europe.
As a typical ride-hailing vehicle will on average drive 45,000km to
50,000km a year, compared to 12,000km for a typical vehicle,
Arrival Car will prioritize driver comfort, safety, and
convenience, while ensuring the passengers enjoy a premium
experience. With this in mind, Arrival expects to collaborate with
Uber drivers in the design process to ensure the Arrival Car
reflects the needs of professional drivers and their
passengers.
E. Critical Accounting Estimates
Arrival’s financial statements have been prepared in accordance
with IFRS. The preparation of these financial statements requires
Arrival to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent
assets and liabilities as of the date of the financial statements,
as well as the reported expenses incurred during the reporting
periods. Arrival’s estimates are based on its historical experience
and on various other factors that Arrival believes are reasonable
under the circumstances, the results of which form the basis for
making judgments
about the carrying value of assets and liabilities that are not
readily apparent from other sources.
Arrival’s significant accounting policies are described in the
notes to its financial statements,
Exhibit 99.2
ITEM 17: FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Arrival
Consolidated Financial Statements
For the years ended December 31, 2021, 2020 and 2019
with the report of the Independent Registered Public
Accounting Firm
C O N T E N T S
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board of Directors Arrival
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of
financial position of Arrival and subsidiaries (the Company) as of
December 31, 2021, and 2020, the related consolidated statements of
income, comprehensive income, cash flows, and changes in
stockholders’ equity for each of the years in the three-year period
ended December 31, 2021, and the related notes (collectively, the
consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31,
2021, and 2020, and the results of its operations and its cash
flows for each of the years in the three-year period ended December
31, 2021, in conformity with International Financial Reporting
Standards (“IFRS”)) as issued by the International Accounting
Standards Board ((“IASB”).
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of
December 31, 2021, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organisations of the Treadway Commission, and our report
dated April 27, 2022 expressed an adverse opinion on the
effectiveness of the Company’s internal control over financial
reporting.
Change in Accounting Principle
As discussed in Note 2 to the Company’s consolidated financial
statements, the Company has changed its presentation currency from
Euro to the United States Dollar with retrospective application to
all periods presented.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We
believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures
that are material to the consolidated financial statements and (2)
involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures
to
which they relate.
Capitalisation of development costs
As discussed in Note 7 to the consolidated financial statements,
the Company has capitalised EUR 190,899 thousand of development
costs to internally generated intangible assets during the year
ended December 31, 2021. As discussed in Note 3, these costs relate
to the development of integrated technology and prototypes for
Arrival’s Electric Vehicles including costs incurred towards the
testing of the vehicles. As of the balance sheet date these assets
were still in the development stage. A material weakness was
identified and included in management’s assessment, which impacted
the capitalisation
of development costs process.
We identified the capitalisation of development costs as a critical
audit matter. Subjective auditor judgment was required to evaluate
the key judgements, specifically the technical feasibility of the
projects capitalised and ability to generate future economic
benefits from the intangible assets. Challenging auditor judgement
was also required to evaluate the sufficiency of evidence obtained
related to expenditures being directly attributable to the
intangible assets under development due to the material weakness
noted above.
The following are the primary procedures we performed to address
this critical audit matter:
•We
applied auditor judgment to determine the nature and extent of
audit procedures to be
performed over the existence and accuracy of the costs
capitalised.
•For
a sample of materials and services costs capitalised we evaluated
if those costs fulfil the
criteria for capitalisation by inspecting
the underlying documentation, such as purchase orders, invoices
and
delivery notes, and inquiring of project managers about the
rationale for procurement of the materials and
services
and if they are attributable to the projects
capitalised.
•To
evaluate the technical feasibility of the projects capitalised we
assessed the status and progression of the integrated technology
and prototypes through discussion with management and the project
managers and the nature of the design and engineering activities by
inspecting internal and external supporting
information.
•We
agreed a sample of employee costs to the underlying payroll records
and made inquiries of the project managers to determine that the
employees’ time was directly attributable to the specific project
where the costs have been allocated.
•We
evaluated the ability to generate future economic benefits from the
intangible assets by inspecting the Company’s business plan,
industry reports, cash flow projections including revenue
projections, and minutes of the meetings of the board of
directors.
•We
evaluated the sufficiency of audit evidence obtained by assessing
the results of procedures performed including the appropriateness
of the nature and extent of such evidence and related audit
procedures.
Accounting for the merger with CIIG Merger Corp.
As discussed in Note 1 and 3 to the consolidated financial
statements, the Company completed its merger with CIIG Merger Corp
(the Merger) on March 24, 2021. As discussed in Note 22 and Note
16, as a result of the Merger the Company recorded a listing
expense of $1,188,335 (EUR 1,005,711 thousand) and a warrant
liability in respect of private warrants of $79,858 thousand (EUR
67,603 thousand). We identified the accounting for the Merger as a
critical audit matter. The Merger was a complex transaction and
challenging auditor judgement was required to evaluate management’s
determination related to the accounting and presentation of the
merger transaction, including the terms of the merger agreement and
the classification of these instruments as a financial liability
post-merger. Subjective auditor judgment was also required to
evaluate the key assumptions used in determining the fair value of
the private warrants, specifically the expected share price
volatility and discount for lack of marketability
(DLOM).
The following are the primary procedures we performed to address
this critical audit matter:
-Evaluated the appropriateness of the accounting and presentation
of the Merger, including classification of the warrants as a
financial liability post-merger, by inspecting key terms of the
merger and warrant agreements and assessing these against the
relevant accounting guidance.
-We involved valuation professionals with specialised skills and
knowledge, who assisted in evaluating the expected share price
volatility and DLOM used in determining the fair value of the
private warrants, by comparing them against independently developed
ranges of estimates using publicly available market
data.
Recoverability of employee loans
As discussed in Note 3 and Note 9 to the consolidated financial
statements, the company issued loans to its employees in October
2020 to finance their purchase of restricted stock units (RSUs).
These loans were issued on a full-recourse basis. The carrying
value of the outstanding loans as of the balance sheet date was USD
22,930 thousand (EUR 19,099 thousand) after recording an impairment
of USD 13,117 thousand (EUR 11,086 thousand) under the expected
credit loss model in accordance with IFRS 9, financial
instruments.
We identified the recoverability of employee loans as a critical
audit matter. Subjective auditors'judgment and specialised skills
and knowledge were required in assessing the key assumptions and
judgments, specifically the expected volatility of the share price
and use of OECD data for the annual estimated savings of the
employees.
The following are the primary procedures we performed to address
this critical audit matter.
•We
involved valuation professionals with specialised skills and
knowledge, who assisted in:
◦evaluating
the expected volatility of the share price by comparing it against
an independent range of
estimates developed using publicly available market data for
comparable companies
◦evaluating
management’s use of OECD data for the annual estimated savings of
the employees by
comparing it against acceptable market practice
/s/ KPMG LLP
We have served as the Company’s auditor since 2020.
London, United Kingdom
April 27, 2022, except for the change in presentation currency
described in Note 2, and the
retrospective application to all periods presented, as to which the
date is August 12, 2022
Arrival
Consolidated statement of profit or (loss)
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
December 31, 2021 |
|
December 31, 2020 |
|
December 31, 2019 |
|
|
|
|
|
|
|
|
Continuing Operations |
|
|
|
|
|
|
|
Administrative expenses |
20C |
|
(171,030) |
|
|
(86,178) |
|
|
(35,142) |
|
Research and development expenses |
20C |
|
(57,080) |
|
|
(20,585) |
|
|
(12,481) |
|
Impairment expense |
20C |
|
(24,514) |
|
|
(449) |
|
|
(5,566) |
|
Listing expense |
22 |
|
(1,188,335) |
|
|
— |
|
|
— |
|
Other income |
20A |
|
1,830 |
|
|
2,709 |
|
|
2,892 |
|
Other expenses |
20B |
|
— |
|
|
(7,861) |
|
|
(7,736) |
|
Operating loss |
|
|
(1,439,129) |
|
|
(112,364) |
|
|
(58,033) |
|
Finance income |
21 |
|
174,801 |
|
|
3,100 |
|
|
57 |
|
Finance cost |
21 |
|
(32,538) |
|
|
(6,604) |
|
|
(3,622) |
|
Net finance income/(expense) |
|
|
142,263 |
|
|
(3,504) |
|
|
(3,565) |
|
Loss before tax |
|
|
(1,296,866) |
|
|
(115,868) |
|
|
(61,598) |
|
Tax (expense)/income |
17A |
|
(7,515) |
|
|
20,421 |
|
|
7,757 |
|
Loss for the year |
|
|
(1,304,381) |
|
|
(95,447) |
|
|
(53,841) |
|
Attributable to: |
|
|
|
|
|
|
|
Owners of the Company |
|
|
(1,304,381) |
|
|
(95,447) |
|
|
(53,841) |
|
Earnings per share |
14 |
|
|
|
|
|
|
Basic and diluted earnings per share |
|
|
(2.26) |
|
|
(0.18) |
|
|
(0.11) |
|
Consolidated statement of other comprehensive
(loss)/income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
December 31, 2021 |
|
December 31, 2020 |
|
December 31, 2019 |
|
|
|
|
|
|
|
|
Loss for the year |
|
|
(1,304,381) |
|
|
(95,447) |
|
|
(53,841) |
|
Items that may be reclassified subsequently to the consolidated
statement of profit or (loss) |
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
13B |
|
257,096 |
|
|
16,490 |
|
|
572 |
|
Total other comprehensive (loss)/income |
|
|
257,096 |
|
|
16,490 |
|
|
572 |
|
Total comprehensive loss for the year |
|
|
(1,047,285) |
|
|
(78,957) |
|
|
(53,269) |
|
Attributable to: |
|
|
|
|
|
|
|
Owners of the Company |
|
|
(1,047,285) |
|
|
(78,957) |
|
|
(53,269) |
|
The accompanying notes are an integral part of these consolidated
financial statements
Arrival
Consolidated statement of financial position
As at December 31, 2021 and December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
December 31, 2021 |
|
December 31, 2020 |
ASSETS |
|
|
|
|
|
Non-Current Assets
|
|
|
|
|
|
Property, plant and equipment |
6 |
|
271,607 |
|
|
138,317 |
|
Intangible assets and goodwill |
7 |
|
414,674 |
|
|
210,723 |
|
Deferred tax asset |
17B |
|
2,171 |
|
|
1,392 |
|
Prepayments |
10 |
|
23,384 |
|
|
— |
|
Trade and other receivables |
9A |
|
40,916 |
|
|
13,235 |
|
Total Non-Current Assets
|
|
|
752,752 |
|
|
363,667 |
|
Current Assets |
|
|
|
|
|
Inventory |
11 |
|
22,977 |
|
|
14,504 |
|
Loans to executives |
24 |
|
— |
|
|
5,207 |
|
Trade and other receivables |
9B |
|
45,312 |
|
|
63,104 |
|
Prepayments |
10 |
|
48,118 |
|
|
23,262 |
|
Cash and cash equivalents |
12 |
|
900,606 |
|
|
82,314 |
|
Total Current Assets |
|
|
1,017,013 |
|
|
188,391 |
|
TOTAL ASSETS |
|
|
1,769,765 |
|
|
552,058 |
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
Share capital |
13A |
|
74,046 |
|
|
274,126 |
|
Share premium |
13A |
|
5,844,397 |
|
|
331,718 |
|
Other reserves |
13B |
|
(3,095,804) |
|
|
79,888 |
|
Accumulated deficit |
|
|
(1,597,061) |
|
|
(292,680) |
|
Total Equity |
|
|
1,225,578 |
|
|
393,052 |
|
Non-Current Liabilities
|
|
|
|
|
|
Deferred tax liability |
17B |
|
7,465 |
|
|
3,375 |
|
Warrants |
16 |
|
3,611 |
|
|
— |
|
Loans and borrowings |
15 |
|
451,525 |
|
|
107,870 |
|
Total Non-Current Liabilities
|
|
|
462,601 |
|
|
111,245 |
|
Current Liabilities |
|
|
|
|
|
Current tax liabilities |
|
|
358 |
|
|
615 |
|
Loans and borrowings |
15 |
|
14,258 |
|
|
5,221 |
|
Trade and other payables |
18 |
|
66,970 |
|
|
41,925 |
|
Total Current Liabilities |
|
|
81,586 |
|
|
47,761 |
|
TOTAL EQUITY AND LIABILITIES |
|
|
1,769,765 |
|
|
552,058 |
|
The accompanying notes are an integral part of these consolidated
financial statements
Arrival
Consolidated statement of changes in equity
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
Share
capital |
|
Share
premium |
|
Accumulated
deficit |
|
Other
reserves* |
|
Total
equity |
Balance at January 1, 2021 |
|
|
274,126 |
|
|
331,718 |
|
|
(292,680) |
|
|
79,888 |
|
|
393,052 |
|
Loss for the year |
|
|
— |
|
|
— |
|
|
(1,304,381) |
|
|
— |
|
|
(1,304,381) |
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,573) |
|
|
(18,573) |
|
|
|
|
274,126 |
|
|
331,718 |
|
|
(1,597,061) |
|
|
61,315 |
|
|
(929,902) |
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
Issuance of share capital as consideration for the merger with
CIIG |
13vii |
|
8,543 |
|
|
711,625 |
|
|
— |
|
|
870,922 |
|
|
1,591,090 |
|
Adjustment of shareholding transferred from Arrival Luxembourg S.à
r.l. to Arrival |
13v, 13vi |
|
(211,064) |
|
|
4,602,685 |
|
|
— |
|
|
(4,391,621) |
|
|
— |
|
Issuance of ordinary shares, net of transaction cost |
13ix |
|
4,199 |
|
|
331,437 |
|
|
— |
|
|
— |
|
|
335,636 |
|
Initial share capital of Arrival |
13iv |
|
35 |
|
|
— |
|
|
— |
|
|
— |
|
|
35 |
|
Reduction of capital of Arrival |
13iv |
|
(35) |
|
|
— |
|
|
— |
|
|
35 |
|
|
— |
|
Exercise of warrants into shares |
13viii/16 |
|
1,694 |
|
|
139,149 |
|
|
— |
|
|
82,424 |
|
|
223,267 |
|
Equity-settled share-based payments |
23 |
|
— |
|
|
— |
|
|
— |
|
|
5,189 |
|
|
5,189 |
|
Acquisition of treasury shares |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,203) |
|
|
(1,203) |
|
Allocation of treasure shares to employees |
|
|
— |
|
|
— |
|
|
— |
|
|
1,466 |
|
|
1,466 |
|
Impact from conversion of share capital from EUR to USD |
|
|
(3,452) |
|
|
(272,217) |
|
|
— |
|
|
275,669 |
|
|
— |
|
Balance at December 31, 2021
|
|
|
74,046 |
|
|
5,844,397 |
|
|
(1,597,061) |
|
|
(3,095,804) |
|
|
1,225,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Balance at January 1, 2020 |
|
|
260,297 |
|
|
156,903 |
|
|
(196,391) |
|
|
3,023 |
|
|
223,832 |
|
Loss for the year |
|
|
— |
|
|
— |
|
|
(95,447) |
|
|
— |
|
|
(95,447) |
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
16,490 |
|
|
16,490 |
|
|
|
|
260,297 |
|
|
156,903 |
|
|
(291,838) |
|
|
19,513 |
|
|
144,875 |
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
Capital increase |
13xiii |
|
13,829 |
|
|
174,815 |
|
|
— |
|
|
— |
|
|
188,644 |
|
Restrictive Share Plan to employees |
13B, 9A |
|
— |
|
|
— |
|
|
— |
|
|
31,990 |
|
|
31,990 |
|
Equity-settled share-based payments |
23 |
|
— |
|
|
— |
|
|
— |
|
|
28,385 |
|
|
28,385 |
|
Business combination under common control |
|
|
— |
|
|
— |
|
|
(842) |
|
|
— |
|
|
(842) |
|
Balance at 31 December 2020 |
|
|
274,126 |
|
|
331,718 |
|
|
(292,680) |
|
|
79,888 |
|
|
393,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Arrival
Consolidated statement of changes in equity
(continued)
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
Share
capital |
|
Share
premium |
|
Accumulated
deficit |
|
Other
reserves* |
|
Total
equity |
Unadjusted balance at January 1, 2019 |
|
|
20 |
|
|
138,054 |
|
|
(78,435) |
|
|
2,451 |
|
|
62,090 |
|
Changes in accounting policy to reflect IFRS 16 |
|
|
— |
|
|
— |
|
|
(502) |
|
|
— |
|
|
(502) |
|
Balance at January 1, 2019 |
|
|
20 |
|
|
138,054 |
|
|
(78,937) |
|
|
2,451 |
|
|
61,588 |
|
Loss for the year |
|
|
— |
|
|
— |
|
|
(53,841) |
|
|
— |
|
|
(53,841) |
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
572 |
|
|
572 |
|
|
|
|
20 |
|
|
138,054 |
|
|
(132,778) |
|
|
3,023 |
|
|
8,319 |
|
Transactions with shareholders |
|
|
|
|
|
|
|
|
|
|
|
Capital increase |
13xiii |
|
8,206 |
|
|
270,920 |
|
|
— |
|
|
— |
|
|
279,126 |
|
Conversion of share premium to share capital |
13xii |
|
252,071 |
|
|
(252,071) |
|
|
— |
|
|
— |
|
|
— |
|
Business combination under common control |
|
|
— |
|
|
— |
|
|
(63,613) |
|
|
— |
|
|
(63,613) |
|
Balance at 31 December 2019 |
|
|
260,297 |
|
|
156,903 |
|
|
(196,391) |
|
|
3,023 |
|
|
223,832 |
|
*Other
reserves comprise of foreign currency translation, share base
payments reserves relating to Arrival Share Option Plan 2020
(“SOP”), Restricted Share Plan (“RSP”) and Restricted Stock Unit
(“RSU”) and equity reserves which are not distributable (see note
13B).
The accompanying notes are an integral part of these consolidated
financial statements
Arrival
Consolidated statement of cash flows
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
December 31, 2021 |
|
December 31, 2020 |
|
December 31, 2019 |
|
|
|
|
|
|
|
|
Cash flows used in operating activities |
|
|
|
|
|
|
|
Loss for the year |
|
|
(1,304,381) |
|
|
(95,447) |
|
|
(53,841) |
|
Adjustments for: |
|
|
|
|
|
|
|
Depreciation/Amortization |
6, 7, 20 |
|
24,337 |
|
|
11,071 |
|
|
5,340 |
|
Impairment losses and write -offs |
6,7,9,11,20,21 |
|
39,378 |
|
|
456 |
|
|
5,566 |
|
Net unrealized foreign exchange differences |
|
|
(4,628) |
|
|
47 |
|
|
118 |
|
Net finance expense |
21 |
|
(3) |
|
|
2,500 |
|
|
2,826 |
|
Change in fair value of warrants |
|
|
(122,299) |
|
|
— |
|
|
— |
|
Listing expense |
|
|
1,168,515 |
|
|
— |
|
|
— |
|
Change in fair value of embedded derivative |
|
|
(33,900) |
|
|
— |
|
|
— |
|
Fair value movement on employee loans including fair value charge
for the new employee loans issued on September 30, 2021 |
|
|
6,038 |
|
|
— |
|
|
— |
|
Reversal of difference between fair value and nominal value of
loans repaid |
|
|
(1,906) |
|
|
— |
|
|
— |
|
Employee share scheme |
20C, 23 |
|
2,668 |
|
|
10,697 |
|
|
— |
|
Profit on disposal of fixed assets |
|
|
462 |
|
|
— |
|
|
(607) |
|
Profit from the modification of lease |
20A |
|
(1,298) |
|
|
(1,189) |
|
|
(72) |
|
Deferred taxes |
17 |
|
3,277 |
|
|
1,859 |
|
|
(73) |
|
Tax income |
17 |
|
4,238 |
|
|
(22,278) |
|
|
(7,684) |
|
Cash flows used in operations before working capital
changes |
|
|
(219,502) |
|
|
(92,284) |
|
|
(48,427) |
|
(Increase) in trade and other receivables |
|
|
(76,964) |
|
|
(5,213) |
|
|
(5,377) |
|
Increase in trade and other payables |
|
|
28,149 |
|
|
11,167 |
|
|
10,430 |
|
(Increase) of inventory |
|
|
(12,345) |
|
|
(7,100) |
|
|
(3,821) |
|
Cash flows used in operations |
|
|
(280,662) |
|
|
(93,430) |
|
|
(47,195) |
|
Income tax and other taxes received |
|
|
7,548 |
|
|
4,712 |
|
|
7,806 |
|
Interest received |
|
|
106 |
|
|
27 |
|
|
57 |
|
Net cash used in operating activities |
|
|
(273,008) |
|
|
(88,691) |
|
|
(39,332) |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Acquisition of intangible assets |
7 |
|
(213,745) |
|
|
(92,585) |
|
|
(43,081) |
|
Acquisition of property, plant and equipment |
6 |
|
(77,523) |
|
|
(11,339) |
|
|
(6,777) |
|
Grants received |
|
|
334 |
|
|
1,224 |
|
|
945 |
|
Prepayments for tangible and intangible assets |
|
|
(21,952) |
|
|
(19,900) |
|
|
(5,199) |
|
Cash received on acquisition of entities, net of consideration
paid |
8 |
|
— |
|
|
130 |
|
|
544 |
|
Proceeds from the sale of fixed assets |
|
|
327 |
|
|
7 |
|
|
— |
|
Loans granted to employees |
|
|
(186) |
|
|
— |
|
|
— |
|
Proceeds from loans to employees |
|
|
161 |
|
|
— |
|
|
(549) |
|
Net cash used in investing activities |
|
|
(312,584) |
|
|
(122,463) |
|
|
(54,117) |
|
Arrival
Consolidated statement of cash flows (continued)
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Note |
|
December 31, 2021 |
|
December 31, 2020 |
|
31 December,
2019 |
|
|
|
|
|
*Restated |
|
*Restated |
Cash flows from financing activities |
|
|
|
|
|
|
|
Cash received from merger with CIIG |
|
|
631,297 |
|
|
— |
|
|
— |
|
Issuance of shares to warrant holders |
16 |
|
140,599 |
|
|
— |
|
|
— |
|
Cash paid for redemption of public warrants |
|
|
(7) |
|
|
— |
|
|
— |
|
Proceed from the issuance of new shares |
13 |
|
335,636 |
|
|
— |
|
|
— |
|
Proceeds from the issuance of convertible notes net of
cost |
15 |
|
309,550 |
|
|
— |
|
|
— |
|
Issuance of Preferred A shares |
13 |
|
— |
|
|
188,576 |
|
|
111,900 |
|
Proceeds from exercise of employee share option plan |
|
|
1,383 |
|
|
— |
|
|
— |
|
Contribution of Kinetik to the share premium of the Company without
the issuance of any shares |
13 |
|
— |
|
|
— |
|
|
91,560 |
|
Proceeds from borrowings |
15 |
|
— |
|
|
14,182 |
|
|
— |
|
Repayment of borrowings |
15 |
|
— |
|
|
(14,182) |
|
|
— |
|
Repayment of interest |
|
|
(322) |
|
|
(59) |
|
|
— |
|
Repayment of lease liabilities |
15 |
|
(12,927) |
|
|
(7,679) |
|
|
(3,680) |
|
Net cash from financing activities |
|
|
1,405,209 |
|
|
180,838 |
|
|
199,780 |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
819,617 |
|
|
(30,316) |
|
|
106,331 |
|
Cash and cash equivalents at January 1 |
12 |
|
82,314 |
|
|
108,575 |
|
|
1,206 |
|
Effects of movements in exchange rates on cash held |
|
|
(1,325) |
|
|
4,055 |
|
|
1,038 |
|
Cash and cash equivalents at December 31 |
|
|
900,606 |
|
|
82,314 |
|
|
108,575 |
|
The accompanying notes are an integral part of these consolidated
financial statements
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
1. INCORPORATION AND PRINCIPAL ACTIVITIES
General
Arrival (the “Company” or the “Group” if together with its
subsidiaries, previously named Arrival Group S.A.) was incorporated
in Luxembourg on October 27, 2020 as a Société Anonyme for an
unlimited period. The Company has its registered address at 60A,
rue des Bruyères, L-1274 Howald, Luxembourg and is registered at
the Luxembourg Commercial Register under number R.C.S Luxembourg n°
B248209. The Company is a subsidiary of Kinetik S.à r.l.
(“Kinetik”), a company with a registered address at 60A, rue des
Bruyères, L-1274 Howald, Luxembourg and is registered at the
Luxembourg Commercial Register under number R.C.S Luxembourg n°
191311, which is the majority shareholder of the Group. The largest
group in which the results of the Company are consolidated is that
headed by Kinetik.
Principal activities
The Group’s principal activity is the research & development
(“R&D”) and design of electric commercial vehicles, electric
vehicle components, robotic manufacturing processes for electric
vehicles and associated software. The Group’s main operations are
in the United Kingdom, United States and Russia.
The Merger
On November 18, 2020 the Company entered into a business
combination agreement (Merger agreement) with CIIG Merger Corp.
(“CIIG”) for the transfer of the shareholding in CIIG to
Arrival.
CIIG was a Delaware special purpose acquisition company founded in
2019 for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. CIIG’s units,
Class A common stock and warrants traded on the NASDAQ prior to its
merger with Arrival.
In line with the terms of the arrangement, on conclusion of the
transaction, on March 24, 2021, the Shareholders of CIIG exchanged
their shareholding in CIIG for new shares issued in Arrival where
one share in CIIG would be exchanged for one share in Arrival. As a
result of this transaction, all the shareholding in CIIG is
transferred to Arrival and CIIG is merged with Arrival, with
Arrival being the resultant entity listed on NASDAQ. Arrival trades
under ticker symbol “ARVL”.
The transaction was accounted for as a reverse merger in accordance
with the International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board (“IASB”).
Refer to note 22 for accounting for reverse merger with CIIG. Under
this method of accounting, Arrival is treated as the “acquirer”
company. This determination was primarily based on Arrival
comprising the ongoing operations of the newly merger Group,
Arrival’s majority senior management comprising the senior
management of the Company, and the CIIG Merger Corp pre-combination
shareholders have a minority interest. As described in note 8, the
shareholders of CIIG Merger Corp. have contributed their shares of
the company to Arrival in exchange for shares in the Company on
March 24, 2021.
2. BASIS OF PREPARATION
The Group’s financial year is from January 1 to
December 31, which is also the annual closing date of the
individual entities’ financial statements which have been
incorporated into the Group’s consolidated financial
statements.
Arrival Luxembourg S.à r.l. was the parent entity of the Group
until March 23, 2021. On that date, the shareholders of the company
exchanged their shares for shares in Arrival (see note 13). As a
result of the reorganization, Arrival became the parent company of
Arrival Luxembourg S.à r.l., the operating company as of March 23,
2021. As noted above, the transaction with CIIG was accounted for
as a reverse merger. In accordance with IFRS 2 for reverse merger,
the consolidated financial statements of the Group presented as of
December 31, 2021 are a continuation of those of Arrival Luxembourg
S.à r.l. consolidated financial statements which were prepared in
accordance with the IFRS as issued by IASB for the immediately
preceding financial year and activity prior to the transaction date
is presented, being that of Arrival
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
2. BASIS OF PREPARATION
(continued)
Luxembourg S.à r.l.. The net assets (predominantly cash & cash
equivalents) acquired from CIIG at the transaction date are
included only from the date of merger.
Statement of compliance
The consolidated financial statements of the Company have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
These consolidated financial statements were approved and
authorized for issue by the Board of Directors (the “Board”) on
April 27, 2022 and as recasted to USD within this filing were
approved and authorized by the Board of Directors on August 12,
2022.
Basis of measurement
The consolidated financial statements have been prepared under the
historical cost basis.
Going concern
The consolidated financial statements have been prepared on a going
concern basis.
In determining the appropriate basis of preparation for the
consolidated financial statements for the year ended December 31,
2021, 2020 and 2019, Management is required to consider whether the
Group will be able to operate within the level of available cash
and funding for the foreseeable future, being a period of at least
12 months following the approval of the consolidated financial
statements.
Arrival is a company with an extremely limited operating history,
it has
incurred losses in the operation of its business related to
research and development activities since its inception
and has generated no revenue to date. As Arrival attempts to
transition from research and development activities to commercial
production and sales, it is difficult
to forecast Arrival’s future cashflows. The estimated costs and
timelines that Arrival has developed
to
reach
full
scale
commercial
production
are
subject
to
inherent
risks
and
uncertainties
involved
in
the transition from a start-up company focused on research and
development activities to the large-scale manufacture and sale of
vehicles. There can be no assurance that Arrival’s estimates
related to the costs and timing necessary to complete design and
engineering of its EVs and to tool its microfactories will prove
accurate. For
example,
the
tooling
required
within
Arrival’s microfactories
may
be
more
expensive
to
produce
than
predicted,
or
have
a
shorter
lifespan,
resulting
in
additional replacement and maintenance costs, particularly relating
to composite panel tooling, which could impact on Arrival’s results
of operations and financial condition. Similarly, Arrival may
experience higher raw material waste in the composite process than
it expects, resulting in higher operating costs and hampering its
ability to be profitable.
In 2021, subsequent to the equity increase and issuance of
convertible notes which occurred on November 23, 2021, raising
funds of USD 646,036,000, the Group has revised its near term and
long term business plan, updating planning assumptions for the
latest understanding of the cost of completing research and
development activities, working capital, capital expenditure,
operating expenditure, average selling price, bills of materials
and revenues. A further strategic review has been finalised and
approved with a focus on commencement of production in the second
half of 2022.
As of December 31, 2021 the Group had cash in hand of USD
900,606,000. Management has prepared a base plan that demonstrates
that this cash on hand is sufficient to fund the business through
the launch of Arrival's first two microfactories and the first
revenue generation in 2022 and to operate the business thereafter
to the point of net cash generation in mid 2023 without additional
funding.
The Board has considered the Group’s cash flow forecasts for the
period to April 2023 being the period assessed for going concern
purposes together with reasonably plausible downside scenarios
reflecting the Group’s early stage of development and production
and the uncertainties, as noted above, that may result in delays to
production milestones or lower order
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
2. BASIS OF PREPARATION
(continued)
levels. In particular the Board has considered a 12 month deferral
of revenues, no production and no additional funding during the
period under assessment. Under all scenarios the Group has
sufficient cash to meet its needs.
Going concern
(continued)
Whilst Arrival has sufficient funds to execute its near term
business plan, including starting production in 2022 for its first
two vehicles, Bus and Van. Management does plan
to
raise
additional
capital
to
execute
its
long-term
business
plans,
including
the
deployment
of
additional microfactories
and
vehicle
platforms.
Arrival cannot be certain that additional funds will be available
to it on favourable terms when required, or at all.
As described in the subsequent events note 28 on February 24, 2022,
Russia launched an invasion of Ukraine, as a result of which,
various jurisdictions have implemented and continue to implement
coordinated sanctions and export-control measures against Russia
and Belarus. Whilst Arrival employees have experienced travel
disruptions between Russia and the rest of the world and Arrival
has expended time and resources in relocating employees and data
from Russia to other jurisdictions, Management do not consider this
situation to have any material impact on the Group’s activities or
cashflows for the purpose of the going concern
assessment.
The Board is satisfied that the Group has sufficient funds to
continue to be able to realize its assets and discharge its
liabilities as they fall due for a period of at least 12 months
from the date of approval of the financial statements and therefore
it is appropriate that the financial statements have been prepared
on a going concern basis.
Functional and presentation currency
On January 1, 2022 the Group changed its reporting currency from
Euro to US dollars in order to provide users of our financial
statements with greater transparency of company performance. Given
that a significant amount of group transactions are in USD we
believe this is more reflective of the economic environment across
the group.
In accordance with IAS 8, Accounting Policies, Changes in
Accounting Estimates and Errors, this change in presentational
currency was applied retrospectively and accordingly, prior year
financial statements have been restated.
Financial information included in the consolidated financial
statements for years ended 31 December 2021 and 2020 have been
restated in US dollars as follows:
•assets
and liabilities in non-US denominated currencies were translated
into US dollars at the rate of exchange ruling at the relevant
balance sheet date;
•non-US
dollar income statements and cash flows were translated into US
dollars at average rates of exchange for the relevant
period;
•share
capital, share premium and all other equity items were translated
at the historical rates prevailing on the date of each relevant
transaction;
•non-US
dollar capital transactions including the listing expenses were
translated into US dollars at the historical rates prevailing on
the date of each relevant transaction; and
•the
cumulative foreign exchange translation reserve has been restated
on the basis that the Group has reported in US dollars since
incorporation.
In preparing these financial statements, the exchange rates used in
respect of the Euro (€) are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing rate December 31 |
|
Average rate for the year ended December 31 |
Country |
ISO Code |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
Europe |
EUR |
|
1.131610 |
|
1.227100 |
|
1.183269 |
|
1.147000 |
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
2. BASIS OF PREPARATION
(continued)
These consolidated financial statements were approved and
authorized for re-issue, solely to reflect the change in
presentation currency, by the Board of Directors (the “Board”) on
August 12, 2022.
The consolidated financial statements are presented in USD rounded
to the nearest thousand, unless otherwise stated. For each entity
within the Group the functional currency is determined as the
currency of the primary economic environment in which the entity
operates. The functional currency of Arrival is the
USD.
Although the share capital of the Company is denominated currently
in EUR, management believes that the primary economic environment
that Arrival operates in has changed to USD. This change is based
on the considerations that the Company is currently a holding
Company which does not generate any sales and consequently does not
incur any cost of sales, but the Company obtained new financing
through an equity increase and the issuance of convertible notes
which require regular interest payments to be made in USD.
Therefore, management concluded that the functional currency should
change from EUR to USD. The change of the functional currency from
EUR to USD did not have a material impact and occurred on November
23, 2021.
The Company presents the consolidated financial statements for the
year ending December 31, 2021, in USD.
One of Arrival`s subsidiaries, namely Arrival Luxembourg S.à r.l,
has also changed its functional currency from EUR to USD in the
current year. This change was applied for the same reasons as for
the Parent company as Arrival Luxembourg S.à r.l has received
additional financing from Arrival through transactions which were
denominated in USD as well.
Adoption of new and revised International Financial Reporting
Standards
The following Standards, Amendments to Standards and
Interpretations have been issued and adopted by the Group as of the
effective date.
|
|
|
|
|
|
|
|
|
Effective date |
|
New standards or amendments |
January 1, 2021 |
|
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate
Benchmark Reform – Phase 2 |
All other new standards and the amendments listed above did not
have any impact on the amounts recognized in prior periods and have
not materially affected the current consolidated financial
statements.
The following Standards, Amendments to Standards and
Interpretations have been issued but are not effective for the year
ended December 31, 2021:
|
|
|
|
|
|
|
|
|
Effective date |
|
New standards or amendments |
January 1, 2022 |
|
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to
IAS 37) |
January 1, 2022 |
|
Annual Improvements to IFRS Standards 2018-2020 |
January 1, 2022 |
|
Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16) |
January 1, 2022 |
|
Reference to the Conceptual Framework (Amendments to IFRS
3) |
January 1, 2023 |
|
IAS 1 – Classification of Liabilities as Current or
Non-Current |
January 1, 2023 |
|
Disclosure of Accounting Policy (Amendments to IAS 1 and IFRS
Practice Statement 2) |
January 1, 2023 |
|
Definition of Accounting Estimate (Amendments to IAS 8) |
January 1, 2023 |
|
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12) |
Available for optional adoption/effective date deferred
indefinitely |
|
IFRS 10 and IAS 28 – Sale or Contribution of Assets between
Investor and its Associate or Joint Venture
|
Management is in the process of evaluating the impact of the
standards on the financial statements.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES
Basis of consolidation
The above-mentioned new standards, amendments and interpretations
are not expected to have a significant impact on the consolidated
financial statements.
a) Subsidiary
companies
Subsidiaries are all the entities controlled by the Group. Control
exists where the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. The
existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether
the Group controls another entity.
The Group also assesses the existence of control when it does not
hold more than 50% of the voting rights but is able to govern the
financial and operating policies by virtue of de-facto control.
De-facto control may arise in circumstances where the size of the
Group’s voting rights relative to the size and dispersion of other
shareholders participation, give to the Group the power to govern
the financial and operating policies of an entity. Subsidiaries are
fully consolidated from the date on which control is transferred to
the Group. They are de-consolidated from the date that control
ceases.
b) Business
combinations
The Group accounts for business combinations using the acquisition
method when control is transferred to the Group. The consideration
transferred for the acquisition of a subsidiary is the fair value
of the assets transferred, the liabilities assumed and the equity
interests issued by the Group. Acquisition-related costs are
expensed in the consolidated statement of profit or (loss) and
other comprehensive (loss)/income as incurred.
If the business combination is achieved in stages, the fair value
at the acquisition date of the interest previously held by the
Group is valued again at fair value at the acquisition date through
consolidated statement of profit or (loss).
Any contingent consideration to be transferred by the Group is
recognized at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
considered as an asset or liability is recognized in accordance
with IFRS 9 either in the consolidated statement of profit or
(loss) or as a change to the consolidated statement of other
comprehensive (loss)/income. Contingent consideration classified as
equity is not remeasured and its subsequent settlement is
recognized in equity.
Goodwill is measured as the excess of the sum of the consideration
transferred and the fair value of the amount of any non-controlling
interests in the acquiree, over the net of the acquisition-date
amounts of the identifiable assets acquired and the liabilities
assumed. If the consideration price is lower than the fair value of
the net assets of subsidiaries acquired, the excess is recognized
in consolidated statement of profit or (loss) and other
comprehensive (loss)/income.
Business combinations involving entities under common control are
recognized as follows: all assets and liabilities are recorded at
book value and the difference between the cost of investment and
net equity of the entity acquired is recorded as an equity
transaction in the statement of changes in equity.
A list of the subsidiary companies of the Group are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group |
Country of
registration |
|
Participation in share
capital |
|
Principal activity and status |
|
|
|
2021 |
|
2020 |
|
|
|
|
|
% |
|
% |
|
|
Arrival Ltd |
UK |
|
100 |
|
100 |
|
R&D |
Arrival Robotics Ltd (previously named TRA Robotics
Ltd) |
UK |
|
100 |
|
100 |
|
R&D |
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Group |
Country of
registration |
|
Participation in share
capital |
|
Principal activity and status |
|
|
|
2021 |
|
2020 |
|
|
|
|
|
% |
|
% |
|
|
Arrival R Ltd (previously named Roborace Ltd) |
UK |
|
100 |
|
100 |
|
R&D |
Arrival Jet Ltd |
UK |
|
100 |
|
100 |
|
R&D |
Roborace Ltd |
UK |
|
100 |
|
100 |
|
R&D |
Arrival Automotive UK Ltd |
UK |
|
100 |
|
100 |
|
Manufacturing |
Arrival Solutions UK Ltd |
UK |
|
100 |
|
100 |
|
Services |
Arrival Mobility Ltd |
UK |
|
100 |
|
100 |
|
Services |
Arrival Vault UK Ltd |
UK |
|
100 |
|
100 |
|
Services |
Arrival Elements B.V. |
NL |
|
100 |
|
100 |
|
Distributor |
Arrival USA Inc (previously named Roborace Inc) |
US |
|
100 |
|
100 |
|
R&D |
Arrival Automotive USA Inc |
US |
|
100 |
|
100 |
|
Manufacturing |
Arrival Vault Inc (previously named ARSNL Merger Sub
Inc) |
US |
|
100 |
|
— |
|
Holding |
Roborace Inc |
US |
|
100 |
|
100 |
|
R&D |
Arrival Solutions USA Inc |
US |
|
100 |
|
100 |
|
Services |
Arrival Automotive PTE Ltd |
SGP |
|
100 |
|
100 |
|
Acquisition and holding of participating interests |
Arrival RUS LLC (previously named Arrival Software LLC) |
RUS |
|
100 |
|
100 |
|
R&D |
Arrival Robotics LLC (previously named TRA Robotics
LLC) |
RUS |
|
— |
|
100 |
|
Disposed – July 5, 2021 |
Arrival Germany GmbH |
GER |
|
100 |
|
100 |
|
R&D |
Arrival Automotive Germany GmbH |
GER |
|
100 |
|
100 |
|
Manufacturing |
Arrival Solutions Germany GmbH (previously named Cybernation
Germany GmbH) |
GER |
|
100 |
|
100 |
|
Services |
Arrival Israel Ltd |
IL |
|
100 |
|
100 |
|
R&D |
Arrival LT UAB |
LT |
|
100 |
|
100 |
|
R&D |
Arrival (previously named Arrival Group S.A.) |
LUX |
|
— |
|
100 |
|
Holding |
Arrival Luxembourg S.à r.l |
LUX |
|
100 |
|
— |
|
Holding |
Arrival Automotive ES S.L. |
ES |
|
100 |
|
— |
|
Manufacturing |
Arrival Lab ES S.L. |
ES |
|
100 |
|
— |
|
R&D |
Arrival Automotive (Mauritius) Ltd |
MUR |
|
100 |
|
— |
|
Manufacturing |
Arrival International |
MUR |
|
100 |
|
— |
|
Share service centre |
Arrival Automotive EV Parts Procurement (Shanghai) |
CNY |
|
100 |
|
— |
|
Manufacturing |
Arrival Elements AU Pty Ltd |
AUD |
|
100 |
|
— |
|
Distributor |
Arrival Automotive AU Pty Ltd |
AUD |
|
100 |
|
— |
|
Manufacturing |
Arrival Automotive India Private Ltd |
INR |
|
100 |
|
— |
|
Manufacturing |
Arrival India Private Ltd |
INR |
|
100 |
|
— |
|
R&D |
Arrival Elements MX |
MNX |
|
100 |
|
— |
|
Distributor |
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
c)Transactions
eliminated at consolidation
Intercompany balances and any recognized gains and losses or income
and expenses arising from intercompany transactions are eliminated
during the preparation of the consolidated financial statements.
Unrealized gains arising from transactions with associate companies
are eliminated to the extent of the Group’s interest in the net
assets of the associate company. Unrealized losses are eliminated
in the same way, but only to the extent that there is no evidence
for impairment.
Foreign currencies
1.Foreign
currency transactions
Transactions in foreign currencies are initially translated to the
functional currency using the exchange rate of the day of the
transaction. Monetary assets and liabilities denominated in foreign
currencies are translated to the functional currency of the Company
at the exchange rate at the reporting date. Non-monetary assets and
liabilities that are measured at fair value in a foreign currency
are translated into the functional currency at the exchange rate
when the fair value was determined. Non-monetary items that are
measured based on historical cost in a foreign currency are
translated at the exchange rate at the date of the transaction.
Foreign currency differences are generally recognized in
consolidated statement of profit or (loss) and other comprehensive
(loss)/income.
2.Foreign
operations
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on acquisition, are
translated into US Dollar at the exchange rates at the reporting
date. The income and expenses of foreign operations are translated
into US Dollar at the average rate of the year. Foreign currency
differences are recognized in Other Comprehensive Income (“OCI”)
and accumulated in the translation reserve, except to the extent
that the translation difference is allocated to Non-Controlling
Interest (“NCI”).
When a foreign operation is disposed of in its entirety or
partially such control, significant influence or joint control is
lost, the cumulative amount in the translation reserve related to
that foreign operation is reclassified to consolidated statement of
profit or (loss) and other comprehensive (loss)/income. as part of
the gain or loss on disposal. If the Group disposes of part of its
interest in a subsidiary but retains control, then the relevant
proportion of the cumulative amount is reattributed to NCI. When
the Group disposes of only part of an associate or joint venture
while retaining significant influence or joint control, the
relevant proportion of the cumulative amount is reclassified to
consolidated statement of profit or (loss) and other comprehensive
(loss)/income.
Foreign exchange gains and losses are presented on a net basis in
the consolidated financial statements.
The rates applied to convert the foreign operations into USD are
presented in note 4.
If the settlement of a monetary item receivable from or payable to
a foreign operation is neither planned nor likely to occur in the
foreseeable future, the foreign currency differences arising from
such items form part of the net investment in the foreign
operation. Accordingly, such differences are recognized in OCI and
accumulated in the translation reserve.
Property, plant and equipment
Each class of property, plant and equipment is carried at
historical cost less, where applicable, any accumulated
depreciation and impairment. Historical cost includes expenditures
that are directly attributable to the acquisition of the
items.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
The depreciation rates for property, plant and equipment are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation method |
|
Depreciation Rate |
Plant and machinery |
Straight line |
|
20 |
% |
Factory equipment |
Straight line |
|
10 |
% |
Furniture & Fittings |
Straight line |
|
20 |
% |
Computer equipment |
Straight line |
|
33 |
% |
Motor vehicles |
Straight line |
|
20 |
% |
At the end of each annual reporting period, the depreciation
method, useful life and residual value of each asset is reviewed.
Any revisions are accounted for prospectively as a change in
estimate. When an asset is disposed, the gain or loss is calculated
by comparing proceeds received with its carrying amount and is
taken to consolidated statement of profit or (loss).
Assets that have been acquired but are not ready for use as
intended by management are not depreciated. Leasehold improvements
under construction are also not depreciated. Leasehold improvements
that are available for use are depreciated over the shorter of
their useful economic life and the duration of the
lease.
The right-of-use assets for leases is depreciated over the shorter
of their useful economic life and the duration of the
lease.
Depreciation is presented in administration expenses. Depreciation
of assets used in the development of products is capitalized (see
note 20C).
Intangible fixed assets and goodwill
Intangible fixed assets are valued at their purchase price and
consist of directly attributable costs of development of integrated
technology and prototypes for the vehicles including costs incurred
towards the testing of the vehicle, less accumulated amortization
and accumulated impairment losses. Where factors, such as
technological advancement or changes in market price, indicate that
the residual value or useful life have changed, the residual value,
useful life or amortization rate are amended prospectively to
reflect the new circumstances. The assets are reviewed for
impairment if the above factors indicate that the asset may be
impaired.
Expenditure on research activities is recognized in the
consolidated statement of profit or (loss) as an expense as
incurred.
Intangible assets under development involve design for,
construction or testing of the production of a new or substantially
improved products or processes. The expenditure recognized includes
the cost of materials, direct labor, directly attributable
overheads and borrowing costs.
Development costs are capitalized when the criteria of IAS 38 are
met. To meet the recognition criteria of IAS 38, the Group has to
demonstrate the following : (1) the technical feasibility of
completing the intangible asset so that it will be available for
use or sale; (2) the intention to complete the intangible asset and
use or sell it; (3) the ability to use or sell the intangible
asset; (4) how the intangible asset will generate probable future
economic benefits; (5) the availability of adequate technical,
financial and other resources to complete the development and to
use or sell the intangible asset; and (6) the ability to measure
reliably the expenditure attributable to the intangible asset
during its development. Other development expenditures that do not
meet the criteria of capitalization of IAS 38 are recognized in the
consolidated statement of profit or (loss) as an expense as
incurred.
There will be no amortization until the asset is completed.
Capitalized development expenditures are stated at cost less
accumulated impairment losses.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible assets are amortized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization method |
|
Amortization Rate |
Trademarks and Patents |
Straight line |
|
3-10 years
|
Software |
Straight line |
|
33.33% or over the period which any licenses
cover
|
The amortization of intangible assets is presented in
administration expenses. Goodwill is P1Y amortized.
In a business combination, goodwill represents the excess of the
consideration paid over the fair value of the net identifiable
assets, liabilities and contingent liabilities of the entity
acquired.
Goodwill is stated at cost, less accumulated impairment
losses.
Goodwill and intangible impairment testing is performed annually or
more frequently if events or changes in circumstances indicate
possible impairment. The carrying amount of goodwill and
intangibles are compared with the recoverable amount which is the
higher of the value in use and the fair value less cost to
sell.
Borrowing costs
Borrowing costs are interest and other costs that an entity incurs
in connection with the borrowing of funds and such costs are
generally expensed as incurred. If such borrowing costs are
directly attributable to the acquisition, construction or
production of a qualifying asset, which are assets that necessarily
take a substantial period of time to get ready for their intended
use or sale, the borrowing cost form part of the cost of that asset
and are capitalized as part of the respective asset`s acquisition
or production cost. When funds are borrowed for general purpose but
used to obtain a qualifying asset, the Company determines the
amount of borrowing costs eligible for capitalization by applying a
capitalization rate to the expenditures on that asset. The
capitalization rate is the weighted average of the borrowing costs
applicable to all borrowings that were outstanding during the
period.
Trade and other receivables
Trade and other receivables without significant financing
components are initially measured at the transaction price. Other
receivables which have significant financing components, are
initially measured at fair value plus transaction costs that are
directly attributable to the acquisition or issue.
The amount of ECL allowance for trade and other receivables
represents the difference between the carrying amount and the
recoverable amount, which is equal to the present value of the
estimated cash flow.
Amounts receivable in more than one year are presented in
non-current assets and they are measured at amortized
cost.
Financial
Assets
The Group classifies its financial assets as assets measured at
amortized cost. Financial assets measured at amortized cost are
held under the business model that is aimed at collecting
contractual cash flows. The cash flows of the financial assets
relate solely to payments of the principal and interest on the
principal amount.
Financial assets recognized at amortized cost are initially
measured at fair value less costs that are directly attributable to
the acquisition or issue of the financial asset. Subsequently they
are adjusted to the payments received and the cumulative
amortization of any difference between the original amount and the
amount repayable at maturity, using the effective interest method
over the term of the financial asset. Interest income from these
financial assets is included in finance income. When there is a
difference between the fair value and the amount of the transaction
at initial recognition, this difference is recognized in finance
income or expenses in the consolidated statement of profit or
(loss).
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Measurement of fair value
The Group has an established control framework with respect to the
measurement of fair values. This includes a valuation team that has
overall responsibility for overseeing all significant fair value
measurements, including Level 3 fair values, and reports directly
to the Chief Financial Officer.
The valuation team regularly reviews significant unobservable
inputs and valuation adjustments. If third party information, such
as broker quotes or pricing services, is used to measure fair
values, then the valuation team assesses the evidence obtained from
the third parties to support the conclusion that these valuations
meet the requirements of the Standards, including the level in the
fair value hierarchy in which the valuations should be classified.
Significant valuation issues are reported to the those charged with
Governance.
When measuring the fair value of an asset or a liability, the Group
uses observable market data as far as possible. Fair values are
categorised into different levels in a fair value hierarchy based
on the inputs used in the valuation techniques as
follows:
•Level
1: quoted prices (unadjusted) in active markets for identical
assets or liabilities.
•Level
2: inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
•Level
3: inputs for the assets or liabilities that are not based on
observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a
liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirety in
the same level of the fair value hierarchy as the lowest level
input that is significant to the entire measurement.
Inventories
Inventories are measured at the lower of cost and net realizable
value. Cost of inventory is determined using the first-in first-out
basis and is net of any rebates and discounts received. Net
realizable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the
estimated costs to make the sale. At the reporting date inventory
is written down through an obsolescence provision if necessary.
When such provision is recognized it is presented as expense in the
consolidated statement of profit or (loss).
Cash and cash equivalents and Cash flow statement
Cash and cash equivalents, for the purpose of preparing the
statement of cash flows, comprise cash in hand and at banks and
short-term deposits expiring not more than three months after the
acquisition date. Long term deposits are presented on the Balance
Sheet as trade and other receivables, as these deposits are not
liquid investments. For the purposes of preparing the statement of
cash flows, transactions occurred within such long-term deposits
appear within cash flows used in operations.
Impairment of non-financial assets
The carrying amount of the Group’s assets are reviewed at each
reporting date to determine whether there is any indication of
impairment in the value of the assets. If such indication exists,
the asset’s recoverable amount is estimated. The recoverable amount
of an asset is determined as the higher of its net selling price in
an arm’s length transaction and the present value of the estimated
future cash flows from the continued use of the asset and its sale
at the end of its useful life. When the recoverable amount of an
asset is lower than its carrying amount, the difference is
recognized as an expense in the Consolidated statement of profit or
(loss) of the year.
The recoverable amount is the higher of its fair value less costs
of disposal and its value in use. Arrival determines the
recoverable amount as fair value less costs of disposal and
compares this with the carrying amount of the respective
cash
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
generating unit or the respective asset. The fair value less costs
of disposal is measured by discounting future cash flows using a
risk-adjusted discount rate. Future cash flows are estimated on the
basis of our business plan, adjusted for certain market assumptions
which have a detailed planning horizon of seven years. Periods not
included in the detailed planning horizon are taken into account by
determining their residual value. If the carrying amount exceeds
the recoverable amount an impairment loss is recognized. The
calculation of the value in use and the fair value less costs of
disposal is most sensitive to changes in the following assumptions:
(1) Expected future cash flows (2) The risk-adjusted discount rate
(3) The terminal growth rate.
At each reporting date an assessment is made to determine whether
there is any indication that impairment losses recognized in
earlier periods no longer exist. In this case a reversal of the
previously recognized impairment loss is recognized but only up to
a maximum of the amortized historical cost in the current period.
Impairment losses on goodwill are not reversed.
Impairment of financial assets
IFRS 9 requires that a valuation allowance for expected credit
losses (“expected loss model”) is recognized for all financial
assets measured at amortized cost or at fair value through other
comprehensive income.
The valuation allowance for the expected credit losses (“ECL”) is
recognized upon initial recognition of the financial assets, and at
each reporting date the valuation allowance for the ECL is
reassessed and adjusted if a material change has occurred. In this
case the instruments updated future fair value is discounted using
its effective interest rate which was determined at the instruments
initial recognition. The difference between the loans previous
carrying amount and its updated present value is recognized through
profit or loss.
The Group considers a wide range of information when assessing
credit risk and measuring expected credit losses, including past
events and current conditions, but also reasonable and supportable
forecasts that affect the expected collectability of the future
cash flows of the instrument. Based on the instruments expected
credit quality, it must be differentiated between the following
three conditions.
Stage 1 financial assets are those which credit quality has not
deteriorated significantly since initial recognition or that have a
low credit risk. Stage 2 financial assets are those that have
deteriorated significantly in credit quality since initial
recognition and whose credit risk is not low. Stage 3 covers
financial assets for which objective evidence of impairment are
present at the reporting date. For all assets within the first
category (Stage 1) “12-month expected credit losses” are
recognized. For all assets within the second category we recognize
“lifetime expected credit losses”. Measurement of the expected
credit losses is determined by a probability-weighted estimate of
credit losses over the expected life of the financial
instrument.
Instruments within the scope of these requirements include loans
that were granted to some employees in connection with Arrival`s
Restricted Share Plan (RSP). For estimating the expected credit
loss for such loans, the standard requires usage of forward-looking
estimates which are subjective in nature. We have obtained the
valuation inputs and determined the fair value and the expected
credit losses for the RSP loans with the help of a professional
third-party valuation expert. More information about such loans
(RSP loans) can be found in the section “Trade and other
receivables”.
Share capital
Ordinary shares and preferred A shares are classified as equity.
Incremental costs directly attributable to the issue of ordinary
shares and share options which vest immediately are recognized as a
deduction from equity, net of any tax effects.
Share premium is the difference between the fair value of the
consideration receivable for the issue of shares and the nominal
value of the shares.
Treasury Shares are ordinary outstanding shares that are held by
the issuing company. When such ordinary shares are subsequently
reissued any consideration received is included in equity
attributable to the owners of the Company.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Trade and other payables
Trade and other payables are initially recognized at their fair
value and subsequently measured at amortized cost.
Trade and other payables are classified as current liabilities
unless the Group has the right, unconditionally, to postpone the
repayment of the liabilities for at least twelve months after the
reporting date.
Interest income and expense
Interest income and expense are recognized within `finance income’
and `finance expense’ in Consolidated statement of profit or (loss)
using the effective interest rate method.
The effective interest method is a method of calculating the
amortized cost of a financial asset or financial liability and of
allocating the interest income or interest expense over the
relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash payments or receipts
throughout the expected life of the financial instrument, or a
shorter period where appropriate, to the net carrying amount of the
financial asset or financial liability.
When calculating the effective interest rate, the Group estimates
cash flows considering all contractual terms of the financial
instrument (for example, prepayment options) but does not consider
future credit losses. The calculation includes all paid or received
between parties to the contract that are an integral part of the
effective interest rate, transaction costs and all other premiums
or discounts.
Government grants
The Group recognizes an unconditional government grant relating to
development in the consolidated statement of profit or (loss) by
deducting the grant from the related expense when the grant becomes
receivable. Government grants which become receivable and relate
directly to capital expenditure are credited to fixed assets
(assets under construction). The Group considers that a grant
becomes receivable when it is reasonably certain that the amount
will be received.
Leases
1.Definition
of a lease
The Group assesses whether a contract is or contains a lease based
on the definition of a lease under IFRS 16. A contract is, or
contains, a lease if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the Group uses the
definition of a lease in IFRS 16.
2.Leased
assets
At commencement or on modification of a contract that contains a
lease component, the Group allocates the consideration in the
contract to each lease component on the basis of its relative
prices. However, for the leases of property the Group has elected
not to separate non‐lease components and account for the lease and
non‐lease components as a single lease component.
The Group recognizes a right‐of‐use asset and a lease liability at
the lease commencement date. The right‐of‐use asset is initially
measured at cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or
to restore the underlying asset or the site on which it is located,
less any lease incentives received.
The right‐of‐use asset is subsequently depreciated using the
straight‐line method from the commencement date to the end of the
lease term, unless the lease transfers ownership of the underlying
asset to the Group by the end of the lease term or the cost of the
right‐of‐use asset reflects that the Group will exercise a purchase
option.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
In that case, the right‐of‐use asset will be depreciated over the
useful life of the underlying asset, which is determined on the
same basis as those of property and equipment. In addition, the
right‐of‐use asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the lease
liability.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement date,
discounted at the discount rate implicit in the lease if that rate
can be readily determined, otherwise the lease’s incremental
borrowing rate is used. The Group in 2019 determined its
incremental borrowing rate by obtaining interest rates from various
external financing sources and made certain adjustments to reflect
the terms of the lease and type of the asset leased. For 2020 and
2021, in the absence of external borrowing and Group’s credit risk,
the Group has calculated its incremental borrowing rate based on
property yields adjusted for economic environment and duration of
the leases.
Lease payments included in the measurement of the lease liability
comprise the following:
•fixed
payments, including in-substance fixed payments, less any lease
incentives receivable; and
•amounts
expected to be payable under a residual value
guarantee.
The lease liability is measured at amortized cost using the
effective interest method. It is remeasured when there is a change
in future lease payments arising from a change in an index or rate,
if there is a change in the Group’s estimate of the amount expected
to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase,
extension or termination option or if there is a revised
in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right‐of‐use asset
or is recorded in the Consolidated statement of profit or (loss) if
the carrying amount of the right‐of‐use asset has been reduced to
zero.
3.Short-term
leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and
lease liabilities for leases of low-value assets and short-term
leases. The Group recognizes the lease payments associated with
these leases as an expense on a straight-line basis over the lease
term.
Share-based payments
Share-based compensation benefits are provided to employees via the
Arrival Share Option Plan (“SOP”), Restricted Stock Unit (“RSU”)
and Arrival Restricted Share Plan (“RSP”). Share-based payment
arrangements in which the Company receives goods or services as
consideration for its own equity instruments are accounted for as
equity-settled share-based payment transactions.
The grant date fair value of share-based payments awards granted to
employees is recognized as an employee expense or it is capitalized
as part of the development cost, with a corresponding increase in
equity, over the vesting period. For awards that are vested on
grant date, the services received are recognized in full, with a
corresponding increase in equity. The fair value of the awards
granted is measured using an option valuation model, taking into
account the terms and conditions upon which the awards were
granted. The amount recognized as an expense is adjusted to reflect
the revised estimated number of awards for which the related
service and non-market vesting conditions are expected to be met,
such that the amount ultimately recognized is based on the number
of awards that do meet the related service and non-market
performance conditions at the vesting date.
For share-based payment awards with non-vesting and market
conditions, the grant date fair value of the share-based payment is
measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Derivative financial instruments
Derivative financial instruments are measured at fair value on the
basis of published market prices if such are available for the
respective instrument. If there is no quoted price on an active
market, other appropriate valuation methods are applied.
Appropriate valuation methods take all factors into account that
independent, knowledgeable market participants would consider in
arriving at a price and that constitute recognized, established
economic models for calculating the price of financial
instruments.
If the Arrival group enters into a hedging relationship and if all
the requirements for hedge accounting would be satisfied, the
derivatives for hedging would be classified as “derivative
financial instruments as an effective part of a hedging
relationship”. As of December 31, 2021, none of the Group entities
had entered into any derivative financial instrument to hedge
market risks.
Derivatives that do not meet the criteria for hedge accounting are
presented in the category “at fair value through profit or loss”.
Changes in fair value are then recognized directly in the
Consolidated statement of profit or (loss). Arrival entered into
derivative transactions through the issuance of warrants and
through the issuance of convertible notes which include embedded
derivatives. The derivatives, the warrants and the embedded
derivative, are accounted for at fair value through profit and
loss. All such instruments are further described below in the
sections “Convertible notes”, “Use of estimates and judgements”,
“Loans and Borrowings”, “Warrants”, and “Financial Instruments –
Fair Values”.
Convertible notes
Upon initial recognition of convertible notes, the Company
determines whether the convertible notes consist of liability and
equity components, or if both components represent liabilities.
Convertible notes which provide conversion into a variable number
of shares are classified as hybrid financial instruments and the
conversion option is separated from the host contract and accounted
for as an embedded derivative. The conversion rate and price of the
convertible notes that were issued on November 23, 2021, are
subject to adjustment for certain contractually labelled “dilutive
events” like issuance of share dividends on ordinary shares,
issuance of certain rights or warrants, subdivisions, combinations,
distributions of capital shares, indebtedness, or assets, cash
dividends and certain issuer tender or exchange offers. As such
features constitute a conversion into a variable number of shares,
the Company separately accounted for the conversion feature as a
derivative liability recorded at fair value and marked-to-market at
each reporting date with the changes in the fair value reported in
finance income or finance cost affecting profit or loss and total
comprehensive income. The host contract is accounted for at
amortized historical cost using the effective interest rate method.
Upon settlement, Arrival may choose to pay or deliver, either cash
(“cash settlement”), ordinary shares (“physical settlement”) or a
combination of cash and ordinary shares (“combination
settlement”).
Taxation
Tax on the profit or loss for the year comprises current and
deferred tax. Tax is recognized in the income statement except to
the extent that it relates to items recognized directly in equity,
in which case it is recognized in equity. The income tax expense or
income for the period is the tax payable on the current period’s
taxable income based on the applicable income tax rate for each
jurisdiction adjusted by changes in deferred taxes and liabilities
attributable to temporary differences and to unused tax losses.
Current tax is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the
countries where the Group’s subsidiaries operate and generate
taxable income.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition
of goodwill; the initial recognition of assets or liabilities that
affect neither accounting nor taxable profit other than in a
business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in
the foreseeable future. The amount of deferred tax provided is
based on the expected manner of
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
realization or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at
the balance sheet date.
A deferred tax asset is recognized only if it is probable that
future taxable amounts will be available to utilize those temporary
differences and losses. Deferred tax assets and liabilities are
offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances
relate to the same taxing authority.
R&D Tax Credits
UK registered entities in the Group are eligible to apply for a
credit from the UK tax authorities calculated based on the cost of
specific qualifying research and development activities in the
period (“R&D Tax Credits”). The calculation of these tax
credits, and the approval of them by the tax authorities, is
uncertain, as it requires the approval from the UK authorities that
all conditions are met. Research and Development Expenditure Credit
(“RDEC”) and Small and Medium Enterprise credits (“SME credit”) are
recognized as tax receivable when it is reasonably certain that the
amount will be received from Her Majesty’s Revenue and Customs
(“HMRC”).
Events after the reporting date
Assets and liabilities are adjusted for events which occurred in
the period between the reporting date and the date the financial
statements are approved by the Board when such events provide
evidence of conditions that existed at the end of the reporting
period.
Use of estimates and judgements
The preparation of consolidated financial statements in accordance
with IFRS as issued by the International Accounting Standards Board
(IASB) requires from Management the exercise of judgment, to make
estimates and assumptions that influence the application of
accounting principles and the related amounts of assets and
liabilities, income and expenses.
The estimates and underlying assumptions are based on historical
experience and various other factors that are deemed to be
reasonable based on knowledge available at that time. Actual
results may deviate from such estimates. A higher degree of
judgement has been applied to:
Impairment testing
In addition to evaluating assets when a trigger for impairment
occurs, Arrival performs annual impairment testing for its CGUs
with in progress R&D assets. As described in note 6 and 7 of
the consolidated financial statements, the Company has fully
impaired two of its cash generating units. in respect of Charging
stations and Roborace at year end for a total impairment expense of
USD 20,511,493.
The Group has tested its Automotive Cash generating unit for
impairment as at December 31, 2021.
Automotive cash generating unit (‘AUTO CGU’) consists of intangible
assets of USD 414,674,000 and tangible assets of USD 271,607,000.
Management have performed a fair value less cost to sell model for
the purpose of performing an annual impairment assessment of the
Auto CGU.
Considering there is only one remaining CGU as at the balance sheet
date i.e AUTO CGU, in accordance with IFRS 13 management used a
valuation technique based on the quoted market price for the
Company’s equity shares to determine best estimate of the fair
value less cost to disposal of the CGU.
Management has compared the fair value less cost of disposal with
the carrying value of the Auto CGU and noted that based on this
evaluation no impairment was considered necessary. The market
capitalization as at December 31, 2021 was USD 4,724,871,702
the equivalent of EUR 4,175,354,528.
In addition management has identified two leases that are not
expected to generate future cash inflows and thus these have also
been impaired. Further information on the impairment of
non-financial assets is included in notes 6 and 7.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Capitalized assets in the course of construction
Management uses judgement to determine when a project has reached
the development phase, to ascertain the technical feasibility of
the projects, ability to use or sell the asset and reliably
measuring the cost capitalized in accordance with the criteria for
capitalization for development expenditure per IAS 38 as listed in
the accounting policy above. Management estimates the cost to
completion and probable future cash flows that will flow in order
to determine if the project is economically viable. If the
conditions are met and it is believed that there is a market for
the product under development, then all directly attributable costs
relating to the project are capitalized.
Share based payments
In determining the value of the SOP 2020 (see note 23), management
used the following assumption: a) participants that will resign
before 1 year of service or before the milestone dates are
achieved: 4.3% and 13.75% respectively. The estimation was
performed based on latest available information on the staff
turnover of the Group, and b) the date that milestones will be
achieved.
As of December 31,2021, Management reassessed the dates the
production rate and the contribution milestones based on the latest
business plan and concluded that these will be achieved in October
2023 and November 2024 respectively. The impact of the new estimate
is included in note 23.
Reasonably possible changes at the reporting date to one of the
relevant assumptions, holding other assumptions constant, would
have affected the share based payments by the amounts shown
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
in thousands of USD |
Increase |
|
Decrease |
Resign before the milestone dates (1% movement)
|
(177) |
|
|
180 |
|
Milestones be achieved (6 months earlier or 6 months
later)
|
(1,344) |
|
|
1,898 |
|
Employee loans
Participants in the RSP have received interest bearing and interest
free loans, all provided on a full recourse basis. For the
determination of fair value at initial recognition of loans granted
to employees, employees of Kinetik and ex-employees (together
referred to as “Wider Group Employees”), at the date of the loan
issuance management has initially used the following assumptions:
1) Redemption of loans: loans repayable in October 2021 will be
repaid at the maturity of the loans. Loans with maturity in October
2030, it was estimated that these loans will be repaid in Q3 2022.
2) Risk free rate: The zero-coupon German government bond with a
maturity commensurate to the expected terms has been used. 3)
Volatility of RSU price: Same assumptions have been used as per
share-based payments (see note: 23). 4) Initial savings at loan
issue: OECD data for the United Kingdom, Germany and the USA
regarding average household financial assets, average proportion of
household financial assets that are cash or deposits and average
wages as well as average loan value for the borrowers as a
percentage of their salary have been used. 5) Annual increase in
savings: management has also used the OECD data on average wages,
average disposable income, average savings as a percentage of
disposable income and scaled up for the average loan value for the
borrowers as a percentage of their salary.
As described in Note 9, as of September 30, 2021, Arrival has
signed new loan agreements with the RSP participants that were
expiring in October 2021, in order to re-finance these loans of the
employees.
As of December 31, 2021 the share price of the of Group has
significantly decreased and this reduction has continued in 2022.
As a result of the share price reduction, management has reassessed
the expected redemption date of all loans. Arrival has signed new
loan agreements on April 8, 2022 which extended the maturity of the
loans maturing in October 2022 to October 2027. Whilst the
extension of the loan in 2022 is not an adjusting subsequent event
for the purpose of calculating the value at amortized cost, Arrival
has considered this in evaluating recoverability of the loan using
expected
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
credit loss model under IFRS 9. It is now assumed that with a
probability of 20% the loans will be redeemed at the end of 2023,
with a probability of 20% at the end of 2024, with a probability of
30% at the end of 2025, and with a probability of 30% their
redemption is expected to occur at the end of 2026. For the one
year loans extended the Company recorded an impairment of USD
13,117,000
and post the impairment charge the fair value of these loans equals
to the amortized cost less expected credit loss.
The
fair value and the carrying value of the loans maturing in October
2027 loans amounts to USD 20,582,787.
For the 10 year loans, the
fair value of the loans, as of December 31, 2021, was estimated
using the Black-Scholes-Merton option pricing methodology
(“BSMOPM”). Weighted by the probability of the before mentioned
expected redemption dates, we conclude, based on the result of the
BSMOPM, that the fair value for these loans amounts to USD
2,347,153.
To determine the amortized cost less ECL of the loans management
has used the following assumptions: 1) Redemption of loans: loans
will be repaid at the maturity. 2) Risk free rate: The zero-coupon
German government bond with a maturity commensurate to the expected
terms has been used. 3) Volatility of share price: 102%. 4) Initial
savings at loan issue: OECD data for the United Kingdom, Germany
and the USA regarding average household financial assets, average
proportion of household financial assets that are cash or deposits
and average wages as well as average loan value for the borrowers
as a percentage of their salary have been used. 5) Annual increase
in savings: management has also used the OECD data on average
wages, average disposable income, average savings as a percentage
of disposable income and scaled up for the average loan value for
the borrowers as a percentage of their salary. The OECD data used
in the valuation model are as of 2019 and 2020. The same assumption
were used for determining the fair value of the 10 year loans as of
December 31, 2021.
Changes in the estimate of one or more of those inputs can result
in a significantly higher or lower ECL. It is also expected that
there are interrelationships present between the unobservable
inputs used in the fair value measurement. This means that if one
of the input factors changes it would be likely that this would
influence the other input factors as well. The expected redemption
date, the expected share price volatility, and the expected savings
rate are considered as the most significant unobservable inputs
used in the fair value measurement of the employee
loans.
The base scenario considers a weighted average expected share price
volatility of 106%, a weighted average expected term of the loans
until redemption of 3.56 years, and a weighted average savings rate
of 29% of the total loan value for the loans expected to mature in
2027 and of 55% for the loans maturing in 2030.
The following table displays the sensitivity of the employee loans
amortized cost less ECL to a change in the expected share price
volatility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands of USD |
|
Amortized cost of loans less ECL maturing in |
Expected volatility |
Change |
2027 |
|
2030 |
Base case |
(20)% |
23,699 |
|
2,560 |
Base case |
(10)% |
22,075 |
|
2,450 |
Base case |
—% |
20,583 |
|
2,347 |
Base case |
10% |
19,224 |
|
2,252 |
Base case |
20% |
17,999 |
|
2,167 |
The following table displays the sensitivity of the employee loans
amortized cost less ECL to a change in the expected redemption
date:
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands of USD |
Change |
Amortized cost less ECL of loans maturing in |
Expected term |
in years |
2027 |
|
2030 |
Base case |
-0.5 |
22,135 |
|
2,434 |
Base case |
-0.25 |
21,020 |
|
2,367 |
Base case |
0 |
20,583 |
|
2,347 |
Base case |
+0.25 |
20,410 |
|
2,347 |
Base case |
+0.5 |
20,416 |
|
2,358 |
The following table displays the sensitivity of the employee loans
amortized cost less ECL to a change in the employee’s expected
cumulative savings at redemption:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands of USD |
Change |
Amortized cost less ECL of loans maturing in |
Cumulative savings |
in years |
2027 |
|
2030 |
Base case |
-0.5 |
17,584 |
|
2,103 |
Base case |
-0.25 |
19,093 |
|
2,226 |
Base case |
0 |
20,583 |
|
2,347 |
Base case |
+0.25 |
22,053 |
|
2,365 |
Base case |
+0.5 |
23,501 |
|
2,580 |
Embedded derivatives
For the valuation of the derivative liability that is embedded in
the convertible notes the Company used the Monte Carlo Simulation
option pricing methodology (”MCSOPM”). The unobservable inputs are
the risk-free rate, the expected share price volatility, the
expected exercise period, and the conversion rate. The risk-free
rate is based on the market yield on US government debt with a
maturity commensurate to the expected term of the conversion
option. The expected share price volatility was estimated based on
the average historical volatility observed across selected
comparable quoted companies, calculated based on weekly price
movement over a period in line with the expected term of the
conversion options. For the expected exercise period it was assumed
that the exercise will take place at the earliest opportunity as
this would be economically most beneficial for Arrival, i.e. as
soon as the conversion threshold is met during Arrival`s redemption
window, which lies between December 6, 2024, and December 1,
2026.
For the development of the above inputs management has engaged a
professional third-party service provider. Changes in the estimate
of one or more of those inputs can result in a significantly higher
or lower fair value measurement. It is also expected that there are
interrelationships present between the unobservable inputs used in
the fair value measurement. This means that if one of the input
factors changes it would be likely that this would influence the
other input factors as well. The expected exercise period and the
expected share price volatility are considered as the most
significant unobservable inputs used in the fair value measurement
of the embedded derivatives. It can be assumed that a change in the
expected share price volatility influences the exercise period
reflecting an interrelationship between these two unobservable
inputs.
The base scenario considers an expected share price volatility of
101% and assumes that Arrival redeems early, resulting in a fair
value of the derivative liability of USD 118,600,000 as of December
31, 2021. The following table displays the impact on the
derivatives fair value in percent of the base value if one or more
of the unobservable inputs are changed.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility |
|
|
81% |
91% |
101% |
111% |
121% |
Exercise profile |
Holder exercises early |
50.4% |
54.5% |
58.2% |
61.6% |
64.9% |
|
Arrival redeems early |
80.6% |
93.3% |
100.0% |
107.7% |
115.0% |
|
Exercise at maturity |
93.3% |
104.6% |
114.8% |
123.8% |
131.7% |
The above sensitivity results are derived from 50,000 simulations
of the MCSOPM for each pair of inputs. The exercise profiles
reflect the following assumptions:
•Holder
exercises early: the holder exercises the conversion rights at the
earliest opportunity after March 31, 2022, when the conversion
threshold is met.
•Arrival
exercises early: Arrival serves a redemption notice at the earliest
opportunity after December 1, 2024, when the conversion threshold
is met, triggering exercise by the holders.
•Maturity:
The conversion rights are exercised immediately after Arrival
serves a redemption notice at maturity on December 1, 2026,
regardless of whether earlier exercise or redemption is
possible.
Based on the above sensitivity analysis a reduction of the expected
volatility e.g., to 81% of the currently assumed volatility while
keeping the exercise profile unchanged would result in a fair value
of the embedded derivative liability amounting to 80.6% of its fair
value as obtained in the base scenario so that the fair value of
the embedded derivative liability would be reduced from currently
USD 118,600,000 to USD 95,591,600. If the assumed volatility would
increase to 121%, the fair value of the embedded derivative
liability would consequently increase to USD
136,390,000.
Warrants
Arrival issued public and private warrants which are convertible
into ordinary shares. All public and some of the private warrants
were redeemed in 2021 so that only private warrants are outstanding
as of December 31, 2021. The conversion of such warrants into
ordinary shares is set out in the consolidated statement of changes
in equity and the cash paid for the redemption of the warrants is
disclosed in the consolidated statement of cash flows. As of
December 31, 2021, no public warrants were outstanding and the fair
value of the private warrants is not material to the consolidated
financial statements. However fair value of the private warrants
was a critical estimate for the calculation of the listing expense
on the date of the business combination.
Arrival accounts for all warrants at fair value though profit or
loss and changes in the fair value are recognized within finance
income. The public warrants were listed and freely tradable under
the ticker “ARVLW” so that their fair value could be derived
directly from observable market prices. The fair value of the
private warrants is estimated using a Monte Carlo Simulation option
pricing methodology (“MCSOPM”). The MCSOPM estimates the value of
the private warrants by simulating the future price path of the
underlying Arrival shares as a random walk moving with a lognormal
distribution between each pricing date. The value of the private
warrants is calculated for each simulated price path based on the
timing and payoff from exercise of the redemption price. The
simulation is repeated numerous times and the average present value
of the payoff to the private warrants in all simulations is
calculated. An estimate of the fair value of the private warrants
is obtained by applying appropriate discounts for lack of
marketability (“DLOM”) to the average present value of the
payoff.
The most significant inputs used for the MCSOPM are the risk-free
rate, the expected average term until exercise, the expected share
price volatility over the warrants term to maturity, and the DLOM.
The DLOM reflects the fact that the private warrants are not
themselves marketable, a feature which makes a private warrant less
valuable than an otherwise identical publicly traded warrant. We
have estimated the DLOM with reference to the results of the models
proposed by Finnerty and Ghaidarov which are consistent with market
practice. This valuation methodology follows similar principles
than the MCSOPM and utilises the same inputs, i.e. the expected
term until exercise and the expected share price
volatility
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
over the warrants term to maturity. This ensures that consistent
input factors were adopted for both models, the MCSOPM and the
DLOM.
All valuation inputs for the private warrants were obtained and the
corresponding fair value calculation was performed with the help of
an independent third-party valuation expert. The terms of such
warrants and a more detailed explanation of the transactions that
occurred throughout the year are described in note 16 and some
additional disclosures can be found in the notes 13, 14, and in
note 22 to the consolidated financial statements. Management has
analyzed the requirements of IAS 32 to determine the classification
of the Warrants. IAS 32 states that a contract that will be settled
for a fixed number of own shares in exchange for a fixed amount of
cash is an equity instrument. However, there are several features
of the Warrants that break the fix to fix requirement and thus
management decided that classifying them as financial liability is
the appropriate classification as per IFRS
requirements.
Listing expense
Management has computed the listing expense in accordance with IFRS
2. Accounting of reverse merger is a complex accounting topic,
wherein, management had to determine the listing expense to the
recognized in the income statement based on the fair value of the
shared issued net off the net assets acquired and fair value of the
warrants issued. Please refer to note 22 for key estimates and
judgements used for determination of listing expense.
Functional currency
Management considers change in functional currency as a critical
judgement. The details of the factors considered in the change in
the functional currency are included note 2 ( functional and
presentation currency).
Changes in significant accounting policies
Prior to January 1, 2020, government grants which become receivable
and relate to a capital expenditure were recorded to a deferred
income account and released to the consolidated statement of profit
or (loss) and other comprehensive (loss)/income over the expected
useful lives of the relevant assets.
As of January 1, 2020, the Group started recognizing government
grants which become receivable and relate to capital expenditure as
a reduction of fixed assets. Management decided to implement this
change in accounting policy, in 2020, as several of the assets
under development may have indefinite useful economic life and such
as the deferred income recognized on the balance sheet would not be
released. It is considered by changing the accounting policy that
this will give a better view of the financial position of the
Group. The change of this accounting policy did not have a material
impact on the financial statements of the periods prior to January
1,2020.
4.
RISK MANAGEMENT AND CONTROL OVER FINANCIAL REPORTING
Our risk management policy stems from a philosophy of pursuing
sustainable growth and creating economic value by managing
acceptable risks and opportunities appropriately while avoiding
inappropriate risks. As risk management is an integral part of how
we plan and execute our business strategies, our risk management
policy is set by the Board.
We consider risk management to be an integral part of effective
management and internal control. The Company strives for effective
risk management to safeguard the assets of the Company and to
proactively support the Company’s strategic and compliance
initiatives. The goal of our risk management efforts is to help the
Company operate more effectively in a dynamic environment by
providing a framework for a systematic approach to risk management
and exploring opportunities which bear an acceptable level of risk.
While the overall risk management policy is set by the Board, the
management teams of our individual organizational units are
required to implement risk management programs that are tailored to
their specific requirements and responsibilities, while being
consistent with the overall policy.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
4. RISK MANAGEMENT AND CONTROL OVER FINANCIAL REPORTING
(continued)
The Board regularly discusses the operational and financial results
as well as the related inherent risks. Our risk management process
covers in particular strategic, operational, legal, and compliance
aspects as well as capital management and financial
risks.
Non-financial risk management
Strategic risks are those risks that are most consequential to the
organization’s ability to execute its strategies and achieve its
business objectives. Strategic risk management serves to identify,
assess and manage the risks inherent in the Group’s business
strategy and includes taking swift action when some of those risks
materialize. As strategic risks are those that potentially have the
most impact on an organizations ability to achieve its business
objectives, strategic risk assessments merit the time and attention
of executive management and are therefore performed periodically by
the Board for the Arrival Group as a whole as well as on individual
company level.
Operational risk is the risk of direct or indirect loss arising
from a wide variety of causes associated with the Group’s
processes, personnel, technology and infrastructure, and from
external factors other than financial risks such as those arising
from natural disasters, legal and regulatory requirements and
generally accepted standards of corporate behaviour. These risks
arise from all the Group’s operations. It is the Company`s
objective to effectively manage operational risks in a way to
balance the threat of direct financial losses and possible
reputational damages to the Group while avoiding control procedures
that are too costly or restricting the initiative and creativity
required to follow a successful development path.
Legal risk, often defined as part of operational risk, includes the
risk of financial or reputational loss resulting from any type of
legal issue. It can be caused by a variety of factors like claims
made against us, the failure to prepare a proper defense to a
claim, a change in the law, or failure to take appropriate measures
to protect our assets. We are managing our exposure to legal risk
through implementing processes and controls for proper legal
management like timely and efficient intellectual property
registration to safeguard our assets or health and safety training
for our employees in order to ensure their well being and to reduce
the risks arising from compensation claims.
Compliance risk is the risk of financial loss, including
reputational damages, monetary fines and other penalties, which
arises from non-compliance with the laws and regulations in the
countries we operate. Our compliance risk management strategy is
designed to minimize this risk and includes detailed written
procedures which are incorporated in many of our processes,
comprehensive training for our employees, as well supervision
exercised by dedicated compliance personnel. The compliance
policies, procedures and training materials are revisited on a
regular basis in light of new internal processes or changing
regulations.
In order to ensure compliance with the various financial reporting
requirements we have set up an accounting control system that is
designed to ensure that all business transactions are timely and
correctly accounted for and which ensures that reliable data on the
Company’s financial situation is readily available. It ensures
compliance with legal requirements, accounting standards and
generally accepted accounting rules. By separating financial
functions and through ongoing review, we ensure that potential
errors are identified on a timely basis and accounting standards
are complied with. Our internal control system is considered as an
integral component of our overall risk management policy. The
purpose of our internal control system for accounting and reporting
is to ensure compliance with all legal stipulations applicable in
the various countries we operate in and for reporting to the
capital markets the strict adherence to International Financial
Reporting Standards as issued by the IASB and the uniform
application of such accounting standards throughout the entire
Group. In addition, we perform regular assessments of material
transactions and critical accounting estimates to help identify and
minimize any risk with a direct influence on financial reporting.
The consolidated financial statements and the financial statements
of all material subsidiaries are subject to external audits which
act as an independent check and monitoring mechanism of the
accounting system and its output.
We periodically monitor changes in accounting standards and obtain
the advice of external financial and legal experts to reduce the
risk of accounting misstatements in complex issues. As part of its
evolution, the Company implements continuous improvements in its
risk management and internal control systems.
Risk due to COVID-19 pandemic
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
4. RISK MANAGEMENT AND CONTROL OVER FINANCIAL REPORTING
(continued)
The COVID-19 pandemic has created considerable macro-economic
uncertainty for all sectors. The immediate risk to the Group is
limited due to our ability, in general, to work remotely or to
continue working on site in a controlled fashion for critical
engineering work. Our Health and Safety team is continuously
evaluating the situation as it evolves and adjusts our response
accordingly when the risk profile changes.
Furthermore, an analysis was made to assess the impact of COVID-19
on the most significant balance sheet items of our
Group:
a.Capitalized
development costs - These assets are in relation to projects that
will deliver value via electric vehicle production and services for
these vehicles starting in 2022. We do not consider that there is
any impairment we anticipate that demand for Arrival’s electric
vehicles to be largely unimpacted by the pandemic.
b.The
Group’s right-of-use assets for leased property is not impacted by
COVID-19 as we continue to plan to build micro-factories in these
locations. As the activities of the Group has continued to grow
over 2021 which required the Group to lease additional premises in
UK, USA, Russia, Spain, Israel and Mauritius. As the real estate
market has been impacted by COVID-19, this presented us with the
opportunity to enter into lease agreements which are more favorable
than initially budgeted.
Financial Risk Management
Financial risk comes from a single or a combination of different
types of market-related factors associated with financial
activities. This risk arises through a possible future change in
one or more variables like interest rates, security prices,
commodity prices, foreign exchange rates, index of prices or rates,
a credit rating or credit index or from a change in some other
financial or non-financial variables. Any variations in the cash
flow, financial outcomes, and firm-value resulting from the
influence of such market-related lead to financial
risk.
The Group’s activities expose it to a variety of financial risks
and our financial risk management function focuses on the
unpredictability of financial markets and seeks to minimize
potential adverse effects on the Group’s financial position,
financial performance, and on its cash flows. We closely monitor
our exposure and regularly evaluate the opportunities of entering
into derivative financial instruments to mitigate such risks. The
Board has overall responsibility for the establishment and
oversight of the Group’s risk management framework. The Group risk
management policies are established to identify and analyze the
risks faced by the Group, to set appropriate risk limits and
controls and monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in
market conditions and the Company’s activities. Operationally
financial risk management is carried out predominantly by our
central treasury department under the policies set by the Board.
Its objective is to identify, evaluate, mitigate, and potentially
hedge financial risks in close co-operation with the operating
units in which such risks arise.
For monitoring purposes the overall financial risk is further
divided into liquidity, credit, and market risk (including interest
rate risk and foreign currency risk) within the Arrival
Group.
This note presents information about our exposure to each of the
financial risks and our objectives, policies and processes for
measuring and managing such risks. Further quantitative disclosures
are included in the respective subsections throughout the notes to
the consolidated financial statements.
Liquidity risk
Liquidity risk is defined as the risk of incurring losses resulting
from the inability to meet payment obligations in a timely manner
when they become due or from being unable to do so at a sustainable
cost. The Board has established an appropriate liquidity risk
management framework for the management of the Group’s short,
medium and long-term liquidity requirements. We manage our
liquidity risk by obtaining sufficient funding in a timely manner,
maintaining adequate reserves and by monitoring forecasted cash
flows at regular intervals. In the financial years 2020 and 2021,
the COVID-19 pandemic did not have any material adverse effects on
the liquidity of the Arrival Group.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
4. RISK MANAGEMENT AND CONTROL OVER FINANCIAL REPORTING
(continued)
During 2021, the Company has increased its liquidity position among
others through an increase of its share capital and the issuance of
convertible notes. Such transactions are explained in more detail
in the respective parts of the notes.
Credit risk
Credit risk arises from the possibility that counterparties to
transactions may default on their obligations, causing financial
losses for the Group. We have adopted a policy of dealing only with
creditworthy counterparties and consider obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of
financial loss from defaults. Currently the credit risk arises
mainly from cash and cash equivalents as well as from the loans
that have been provided to employees as participants of the RSP.
The credit risk arising from trade receivables is insignificant as
production has not started yet.
All material amounts of cash and cash equivalents are generally
held with banks and other financial institutions which are rated as
investment grade. Due to this fact and the short remaining
maturities we believe that the credit risk pertaining to our cash
and cash equivalents is low. No impairments on cash and cash
equivalents were identified in the financial year
2021.
In addition, management is monitoring the expected credit risk from
the non-repayment of the loans that have been provided to employees
as participants of the RSP. These loans are pledged over the shares
of the Company and they mature in October 2027 and 2030. Management
is closely monitoring all amounts due and takes actions where it is
necessary to do so to mitigate its exposure to credit
risk.
Market risk
Market risk is the risk that the fair value or cash flows of a
financial instrument will fluctuate due to changes in market
prices. Market risk reflects interest rate risk, currency risk and
other price risks. As a result of our business and the global
nature of our operations, Arrival is exposed primarily to the
market risks from changes in interest rates and foreign currency
exchange rates, while commodity price risks arise from procurement.
As of December 31, 2021, none of the Group entities has entered
into any derivative financial instrument to hedge such risks. The
Group`s exposure to interest rate risk and foreign currency risk is
continuously monitored by our risk management personnel and we
regularly check the opportunities by weighing the costs and
potential benefits of entering into a variety of derivative
financial instruments to mitigate such risks.
As of December 31, 2021, changes to interest rates will not have
material impact on the Group.
IFRS 7 requires a sensitivity analysis that shows the impact on
income statement and on items recognized directly in other
comprehensive income of hypothetical changes of exchange rates in
respect of non-functional currency financial assets and liabilities
held by the entities of the Group. For the purposes of the
sensitivity analysis all other variables are held constant,
although, in practice, market rates rarely change in isolation.
Financial assets and liabilities held in the functional currency of
the Groups’ subsidiaries, as well as non-financial assets and
liabilities are not included in this analysis. The Group considers
a 10% strengthening or weakening of the functional currency against
the non-functional currency of its subsidiaries. The impact is
calculated with the reference to the financial assets or
liabilities held as at year end. The Group's subsidiaries are
mainly exposed to currency risk from fluctuation of EUR against the
function currency of the entities of the Group for 2021 and in EUR
in 2020. The currency exposure to USD amounts to USD 53.7 million
(2020: nil) and the exposure to EUR amounted to USD 1.6 million
(2020: USD 8.1 million). All other currency impacts are not
expected to be material to the Group.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
4. RISK MANAGEMENT AND CONTROL OVER FINANCIAL REPORTING
(continued)
The following table shows the most relevant exchange rates against
US Dollar that were used in the presentation of the consolidated
financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing rate December 31 |
|
Average rate for the year ended December 31 |
Country |
ISO Code |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
Australia |
AUD |
|
0.725881 |
|
n.a. |
|
0.751155 |
|
n.a. |
China |
CNY |
|
0.156923 |
|
n.a. |
|
0.155001 |
|
n.a. |
England |
GBP |
|
1.349947 |
|
1.364960 |
|
1.375630 |
|
1.289690 |
Europe |
EUR |
|
1.131610 |
|
1.227100 |
|
1.183269 |
|
1.147000 |
India |
INR |
|
0.013436 |
|
n.a. |
|
0.013532 |
|
n.a. |
Israel |
ILS |
|
0.321935 |
|
0.311076 |
|
0.309246 |
|
0.292350 |
Mauritius |
MUR |
|
0.022863 |
|
n.a. |
|
0.024009 |
|
n.a. |
Mexico |
MXP |
|
0.048736 |
|
n.a. |
|
0.049317 |
|
n.a. |
Russia |
RUB |
|
0.013363 |
|
0.013416 |
|
0.013567 |
|
0.013618 |
Singapore |
SGD |
|
0.739551 |
|
0.756628 |
|
0.744369 |
|
0.726562 |
The fluctuation of foreign exchange rates resulted in a net foreign
exchange gain amounting to USD 3,731,849 which was recognized
within finance income (2020: net foreign exchange loss of USD
(663,478) ) was recognized within finance costs).
Capital Management
The Board`s capital management objectives are to ensure the Group’s
ability to continue as a going concern, to finance its long-term
growth, and to achieve and maintain an optimal capital structure
through a balanced mix of debt and equity considering the positive
effects of the debt tax shield and the additional costs of
financial distress that result from increased leverage. For the
accomplishment of this objective the Group monitors various
internal factors like the development of certain financial ratios
over time and also considers external factors like changes in the
competitive environment or in the overall economic
conditions.
As the Company is still in the development stage, the main focus
currently rests with the start of production of our vehicle. Our
capital budgeting process is subject to substantial review and
governance. The Board approves all major capital plans, including
those for key legal entities and businesses and such plans are
reassessed and, if the need may be, adjusted
periodically.
As of December 31, 2021, the Group did not generate any cash flows
from sales as production had not commenced. But as the first
initial order of 10,000 vehicles from UPS has been received, which
is subject to modification or cancellation at any time, and the
first production facilities are almost ready for operations it is
expected that cash flow generation will begin in Q3
2022.
5. OPERATING SEGMENTS
A.Reportable
segment
Information reported to the Group’s Board (the Chief Operating
Decision Maker (CODM)) for the purposes of resource allocation and
assessment of segment performance is focused on the research and
development of the electric vehicles. The Group has setup entities
that will operate in the manufacturing and distribution, however at
this stage, the Board reviews all the financial information as a
single segment: Automotive.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
5. OPERATING SEGMENTS
(continued)
B. Segment data
The following is an analysis of the Group’s segment results for the
reportable segment for the years ended 31 December 2021, 2020 and
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Automotive |
|
Automotive |
|
Automotive |
|
2021 |
|
2020 |
|
2019 |
Administrative expenses |
(171,030) |
|
|
(86,178) |
|
|
(35,142) |
|
Research and development expenses |
(57,080) |
|
|
(20,585) |
|
|
(12,481) |
|
Finance income |
174,801 |
|
|
3,100 |
|
|
57 |
|
Finance cost |
(32,538) |
|
|
(6,604) |
|
|
(3,622) |
|
Loss for the year |
(1,304,381) |
|
|
(95,447) |
|
|
(53,841) |
|
Additions to PP&E and intangibles |
406,298 |
|
|
187,208 |
|
|
114,103 |
|
The Company provides regularly to the Board, the measure of
property, plant and equipment and intangible assets for the
Automotive segment. The following table is breakdown of the
segment’s balance sheet information for the years ended 31 December
2021 and 2020:
|
|
|
|
|
|
|
|
|
In thousands of USD |
Automotive |
Automotive |
|
2021 |
2020 |
Balance sheet information |
|
|
Property, plant and equipment |
271,607 |
|
138,317 |
|
Intangible assets and goodwill |
414,674 |
|
210,723 |
|
C. Geographical information
The Automotive segment is managed on a worldwide basis and operates
research and development primarily in the UK, the US, Germany,
Lithuania, Russia and Israel. The manufacturing facilities are
currently being built in the UK and the US. The geographic
information analyzes the Group’s non-current assets by the
Company’s country of domicile and other countries. Once revenue has
been incurred it is envisaged to present it separately based on the
geographic location of the subsidiary generating the revenue. The
non-current assets correspond to property, plant and equipment as
well as to intangible assets.
Table of Contents
Arrival
Notes to the consolidated financial statements
For the years ended December 31, 2021, December 31, 2020 and
December 31, 2019
5. OPERATING SEGMENTS
(continued)
|
|
|
|
|
|
|
|
|
In thousands of USD |
Automotive |
Automotive |
|
2021 |
2020 |
Property, plant and equipment |
|
|
UK |
202,077 |
|
96,134 |
|
US |
47,818 |
|
30,744 |
|
Spain |
12,453 |
|
— |
|
Russia |
6,084 |
|
3,461 |
|
Others |
3,175 |
7,978 |
Total |
271,607 |
138,317 |
|
|
|
Intangible assets and goodwill |
|
|
UK |
414,623 |
208,742 |
Others |
51 |
1,981 |
Total |
414,674 |
210,723 |
6. PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of USD |
Land and
Buildings1 |
|
Plant and
Equipment |
|
Furniture and
fittings |
|
Motor
Vehicles |
|
Assets under
Construction2
|
|
TOTAL |
Cost |
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2021 |
114,999 |
|
|
31,848 |
|
|
6,984 |
|
|
738 |
|
|
6,310 |
|
|
160,879 |
|
Additions |
99,129 |
|
|
19,291 |
|
|
1,913 |
|
|
428 |
|
|
53,549 |
|
|
174,310 |
|
Disposals |
(144) |
|
|
(1,095) |
|
|
(198) |
|
|
(8) |
|
|
— |
|
|
(1,445) |
|
Modification of lease3
|
80 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
80 |
|
Cancellation of leases4
|
(4,243) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,243) |
|
Transfers |
933 |
|
|
3,520 |
|
|
— |
|
|
— |
|
|
(4,141) |
|
|
312 |
|
Foreign exchange differences |
(3,376) |
|
|
(742) |
|
|
(101) |
|
|
(12) |
|
|
(590) |
|
|
(4,821) |
|
At December 31, 2021 |
207,378 |
|
|
52,822 |
|
|
8,598 |
|
|
1,146 |
|
|
55,128 |
|
|
325,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation/impairment |
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2021 |
(7,912) |
|
|
(12,665) |
|
|
(1,713) |
|
|
(272) |
|
|
— |
|
|
(22,562) |
|
Depreciation |
(15,549) |
|
|
(9,449) |
|
|
(1,583) |
|
|
(260) |
|
|
— |
|
|
(26,841) |
|
Impairment5
|
(4,588) |
|
|
(2,733) |
|
|
(210) |
|
|
(219) |
|
|
(241) |
|
|
(7,991) |
|
Impairment reversal |
1,045 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,045 |
|
Cancellation of leases |
849 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
849 |
|
Disposals |
144 |
|
|
995 |
|
|
141 |
|
|
4 |
|
|
— |
|
|
1,284 |
|
Transfers |
— |
|
|
|