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HelloFresh SE Interim / Quarterly Report 2022
206_10-k_2023-03-06_dfd5b218-5525-4c59-a8e8-7a75f7030a0d.pdf
Interim / Quarterly Report
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HelloFresh SE
Individual Financial Statement
Berlin 2022
Table of Contents
Financial Statements 3
Balance Sheet - Assets 4
Balance Sheet - Equity & Liabilities 5
Income Statement 6
Notes to the Financial Statement 7
Notes to the Balance Sheet 9
Notes to the Income Statement 13
Other Disclosures 14
Statements of Changes in Fixed Assets 19
HelloFresh SE Individual Financial Statements 2022
HelloFresh SE, Berlin
Individual Financial Statements
2022
HelloFresh SE Individual Financial Statements 2022
HelloFresh SE, Berlin
Balance sheet as of 31 December 2022
| Assets | 31 December 2022 | 31 December 2021 | |
|---|---|---|---|
| TEUR | TEUR | TEUR | |
| A. Fixed assets | |||
| I. Intangible asset | |||
| 1. Internally generated intangible assets | 41,209 | 28,762 | |
| 2. Concessions, industrial property rights and similar rights and assets and licenses in such rights and assets | 15,820 | 817 | |
| Intangible assets | 57,029 | 29,579 | |
| II. Property, plant and equipment | |||
| 1. Other equipment, furniture and fixtures | 12,770 | 7,696 | |
| Property, plant and equipment | 12,770 | 7,696 | |
| III. Financial assets | |||
| 1. Investments in affiliates | 230,992 | 226,216 | |
| 2. Loans to affiliates | 265,192 | 273,547 | |
| 3. Investments other than loans | — | 2,965 | |
| 4. Other loans | 1,127 | 1,009 | |
| Financial assets | 497,311 | 503,737 | |
| Fixed assets | 567,110 | 541,012 | |
| B. Current assets | |||
| I. Inventories | |||
| 1. Finished goods and merchandise | 2,485 | 0 | |
| Inventories | 2,485 | 0 | |
| II. Receivables and other asset | |||
| 1. Receivables due from affiliates | 373,996 | 155,100 | |
| 2. Receivables due from participating interests | 0 | 47 | |
| 3. Other assets | 17,302 | 15,924 | |
| Receivables and other assets | 391,298 | 171,071 | |
| III. Cash and cash equivalents | 186,315 | 467,160 | |
| Current assets | 580,098 | 638,231 | |
| C. Prepaid expenses | 23,932 | 25,100 | |
| thereof discount on convertible bond TEUR 12,332 (2021: TEUR 17,617) | |||
| Total assets | 1,171,140 | 1,204,343 |
HelloFresh SE Individual Financial Statements 2022
| Equity and liabilities | 31 December 2022 | 31 December 2021 | |
|---|---|---|---|
| TEUR | TEUR | TEUR | |
| A. Equity | |||
| I. Subscribed capital | 171,928 | 173,942 | |
| Treasury shares | (232) | (232) | |
| Subscribed capital | 171,696 | 173,710 | |
| II. Capital reserves | 404,951 | 519,366 | |
| III. Accumulated profit | 273,525 | 204,112 | |
| Equity | 850,172 | 897,188 | |
| B. Provisions | |||
| 1. Tax provisions | 11,092 | 68,070 | |
| 2. Other provisions | 63,162 | 45,974 | |
| Provisions | 74,254 | 114,044 | |
| C. Liabilities | |||
| 1. Loans | |||
| thereof convertible TEUR 175,000 (2021: TEUR 175,000) | 175,000 | 175,000 | |
| 2. Liabilities to banks | 0 | 74 | |
| 3. Trade payables | 34,222 | 6,649 | |
| 4. Liabilities to affiliates | 13,835 | 2,290 | |
| 5. Liabilities to participating interests | 0 | 2 | |
| 6. Other liabilities | |||
| thereof for taxes TEUR 22,737 (2021: TEUR 1,018), | |||
| thereof for social security TEUR 78 (2021: TEUR 33) | 22,954 | 1,484 | |
| Liabilities | 246,011 | 185,499 | |
| D. Deferred Tax Liabilities | 703 | 7,612 | |
| Total equity and liabilities | 1,171,140 | 1,204,343 |
HelloFresh SE Individual Financial Statements 2022
HelloFresh SE, Berlin
Income statement for the financial year 2022
| 2022 | 2021 | ||
|---|---|---|---|
| TEUR | TEUR | TEUR | |
| Revenue | 547,975 | 507,461 | |
| Cost of sales | (293,807) | (173,903) | |
| Gross profit | 254,168 | 333,558 | |
| General and administrative expenses | (190,548) | (122,495) | |
| Other operating income, thereof income from currency translation TEUR 8,959 (2021: TEUR 13,455) | 8,973 | 13,455 | |
| Other operating expenses, thereof expenses from currency translation TEUR 5,915 (2021: TEUR 3,205) | (7,279) | (3,561) | |
| 65,314 | 220,957 | ||
| Income from participation, thereof from subsidiaries TEUR 49,600 (2021: TEUR 23,000) | 49,600 | 23,000 | |
| Interest and similar income, thereof from subsidiaries TEUR (7,676) (2021: TEUR (3,935)) | 8,295 | 4,142 | |
| Write downs on financial assets and short term investments | (19,947) | (5,608) | |
| Interest and similar expenses | (8,701) | (10,527) | |
| 29,247 | 11,007 | ||
| Income taxes | (25,148) | (75,051) | |
| Result after taxes/Net income for the year | 69,413 | 156,913 | |
| Profit / (loss) carried forward from prior year | 204,112 | 47,199 | |
| Accumulated profit | 273,525 | 204,112 |
HelloFresh SE Individual Financial Statements 2022
HelloFresh SE, Berlin
Notes to the Financial Statements for the Financial Year 2022
General
HelloFresh SE (the "Company" or "HelloFresh") is a European company (Societas Europaea or "SE"). The Company is entered in the commercial register of Charlottenburg Local Court under HRB no. 182382. The Company's head office is at Prinzenstraße 89, 10969 Berlin.
The financial statements were prepared in accordance with Sec. 242 et seq. and Sec. 264 et seq. HGB ["Handelsgesetzbuch": German Commercial Code] as well as in accordance with the relevant provisions of the AktG ["Aktiengesetz": German Stock Corporation Act] in conjunction with Art. 61 of Regulation (EC) No 2157/2001. The Company is subject to the requirements for large corporations. The income statement was prepared using the cost of sales method in accordance with Sec. 275 (3) HGB.
The financial statements were prepared in euros.
As the ultimate parent, HelloFresh SE prepares consolidated financial statements as of 31 December 2022 in accordance with IFRSs as adopted by the European Union.
The financial statements and the combined management report for the fiscal year 2022 in accordance with Sec. 315 (5) HGB are published in the Bundesanzeiger [German Federal Gazette] together with the auditor's report.
To improve legibility, all amounts are reported in thousands.
Accounting policies
The following recognition and measurement policies were used to prepare the financial statements. The policies remained unchanged in comparison to prior year.
The option under Sec. 248 (2) HGB to capitalize internally generated intangible assets is exercised provided that the conditions to do so are met. The production costs of internally generated intangible assets comprise direct costs and an appropriate share of production overheads. The assets are depreciated on a straight-line basis over a useful economic life of 2 to 3 years.
Property, plant and equipment are recognized at acquisition or production cost and depreciated on a straight-line basis over estimated useful lives of 3 to 10 years. Low-value assets with an individual net value not exceeding EUR 800 are fully written off in the year of acquisition. Other additions to property, plant and equipment are depreciated on a pro rata basis.
Inventories are measured at the lower of cost and net realizable value. Cost is determined pursuant to the average method. The cost of inventory includes the purchase price, shipping and handling costs incurred to bring the inventories to their present location and condition. Net realizable value is the estimated selling price less the estimated costs necessary to make the sale.
Investments in affiliates and participations are disclosed within financial assets and recognized at acquisition cost. A lower fair value is recognised at the balance sheet date only if the impairment is expected to be permanent. Impairments are reversed to the extent that the reason for the impairment no longer exists.
Loans to affiliates are recognized at nominal value.
Receivables are recognised at nominal value. Specific bad debt allowances provide for all foreseeable valuation risks. The general credit risk is provided for by a general bad debt allowance.
Other assets are recognised at nominal value.
Prepaid expenses are disclosed when payments are made prior to the balance sheet date that relate to expenses after the balance sheet date.
The Company recognised the premium arising from the issuance of convertible bonds under capital reserves (Sec. 272 (2) No. 2 HGB) and made use of its option under German Commercial Code (HGB) to recognise a discount in the balance
HelloFresh SE Individual Financial Statements 2022
sheet under prepaid expenses. The capitalized discount is amortized on a straight-line basis over the lifetime of the convertible bonds (5 years).
The accounting par value of acquired treasury shares is deducted from subscribed capital on the face of the balance sheet. The difference between the accounting par value and the acquisition cost of treasury shares is offset against the freely available capital reserves. Incidental costs of acquisition are expensed.
Other provisions represent uncertain liabilities. They are recognized at the settlement value deemed necessary according to prudent business judgment (i.e., including future cost and price increases). Provisions due in more than one year, if any, are discounted.
The Company maintains different share-based compensation plans, under which the Company grants virtual share options and restricted stock units to employees and the Management Board in return of their service. The German Commercial Code (HGB) does not explicitly stipulate how to recognize these compensation activities over the vesting period. The Company accounts for the timing and amount of share-based compensation under German GAAP (HGB) in line with International Reporting Standard 2 (IFRS 2). The value calculated under IFRS 2 is distributed pro rata over the period of service and recognized under general and administrative expenses and provisions.
To determine deferred taxes arising due to temporary or quasi-permanent differences between the carrying amounts of assets, liabilities, prepaid expenses and deferred income in the statutory accounts and their tax carrying amounts or due to tax losses carried forward. These differences are valued using the company-specific tax rates at the time they reverse; the amounts of any resulting tax charge or benefit are not discounted.
Deferred tax assets and liabilities are offset.
Liabilities and the convertible bond are recognised at their settlement value at the balance sheet date.
Foreign currency assets and liabilities were translated using the mean spot rate on the reporting date. If they had residual terms of more than one year, the realization principle (Sec. 252 (1) No. 4 Clause 2 HGB) and the historical cost principle (Sec. 253 (1) Sentence 1 HGB) were applied.
HelloFresh SE Individual Financial Statements 2022
Notes to the balance sheet
Fixed assets
The changes of the individual fixed asset items, including amortization, depreciation, and impairment, are shown in the statement of changes in fixed assets (exhibit to the notes). In the 2022 financial year, development costs for internally generated intangible assets of EUR 33,639k (2021: EUR 15,640k) were capitalized. These assets refer to components of the internally developed software solutions, to optimize the operating processes and systems of the business. Examples are developments on i) reliability, high-performance and scalability of the consumer core backend (EUR 7,239k), ii) scalability and integration of the Food Supply Chain Management capabilities (EUR 6,133k), iii) tools and systems to automate decision-making loops (EUR 1,268k) and iv) orchestration of the seamless unified payments solution with the flexibility for the business and optionality for the customer (EUR 1,251k). There were no material research costs.
Information on shareholdings
| Company, Location | Country | Currency | Share-holding | Equity (TEUR) | Net income/loss (TEUR) |
|---|---|---|---|---|---|
| Germany | |||||
| HelloFresh Deutschland Management GmbH, Berlin^{1)} | DE | EUR | 100% | 25 | — |
| HelloFresh Deutschland SE & Co. KG, Berlin^{1) 2)} | DE | EUR | 100% | 27,447 | 25,733 |
| HelloFresh Deutschland Produktions SE & Co. KG., Berlin^{1) 2)} | DE | EUR | 100% | 0.01 | — |
| HelloFreshGO GmbH, Berlin^{4) 5)} | DE | EUR | 66% | — | — |
| HelloFresh France Holding UG, Berlin^{1)} | DE | EUR | 100% | (9) | — |
| Other countries | |||||
| HelloFresh France SAS, Neuilly-sur-Seine^{1)} | FR | EUR | 100% | (30,499) | (18,631) |
| HelloFresh France Preparation SASU, Paris^{1)} | FR | EUR | 100% | 78 | 68 |
| HelloFresh France Livraison SASU, Paris^{1)} | FR | EUR | 97.5% | 87 | 57 |
| HelloFresh Benelux B.V., Amsterdam^{1)} | NL | EUR | 100% | 1,803 | 25,152 |
| HelloFresh Operations Benelux B.V., Amsterdam^{1)} | NL | EUR | 100% | 4,645 | 2,223 |
| Cool Delivery B.V., Amsterdam^{1)} | NL | EUR | 100% | 2,318 | 1,574 |
| Factor 75 B.V., Amsterdam^{1)} | NL | EUR | 100% | 10 | — |
| Cool Delivery Belgium B.V., Antwerp^{1)} | BE | EUR | 100% | 2,608 | 816 |
| Hello Fresh Italy S.r.l., Milan^{1)} | IT | EUR | 96.2% | (12,037) | (12,009) |
| Green Chef Espana S.L.U., Barcelona^{1)} | ESP | EUR | 100% | (1,581) | (1,584) |
| HelloFresh Suisse AG, Kölliken^{1)} | CH | CHF | 100% | (3,713) | (780) |
| HelloFresh Nordics ApS, Copenhagen^{1)} | DK | DKK | 96.9% | 35,555 | 2,476 |
| HelloFresh Sweden AB, Bjuv^{1)} | SE | SEK | 100% | 5,292 | 391 |
| HelloFresh Norway, Moss^{1)} | NO | NOK | 100% | 4,253 | (8,307) |
| Grocery Delivery E-Services UK Ltd., London^{1)} | UK | GBP | 100% | (68,749) | (29,950) |
| Fresh Grocery Delivery Services Limited, Dublin^{1)} | IR | EUR | 100% | (1,814) | (1,839) |
| Grocery Delivery E-Services USA Inc., New York^{1)} | US | USD | 100% | 301,234 | 135,420 |
| Green Chef Corp., Wilmington^{1)} | US | USD | 100% | (48,429) | (11,708) |
| Factor 75 Inc., Burr Ridge^{3)} | US | USD | 100% | — | — |
HelloFresh SE Individual Financial Statements 2022
| Factor 75 LLC, Burr Ridge 1) | US | USD | 100% | (3,269) | 10,532 |
|---|---|---|---|---|---|
| Yes Please Meal, LLC, Denver 1) | US | USD | 100% | — | — |
| Online Meat and Seafood Inc., New York 1) | US | USD | 94% | (7,944) | (6,823) |
| Grocery Delivery Logistics Inc., New York 1) | US | USD | 100% | (26,104) | (20,226) |
| Pet Nutrition Delivery, Inc., New York 3) | US | USD | 100% | — | — |
| HelloFresh Canada Inc., Toronto 1) | CA | CAD | 99.5% | 15,552 | 8,798 |
| HelloFresh Japan G.K., Tokyo 1)5) | JP | JPY | 94.3% | (18,014) | (16,533) |
| HelloFresh New Zealand, Auckland 1) | NZ | NZD | 98.98% | 20,421 | 6,802 |
| Grocery Delivery E-Services Australia Pty Ltd., Sydney 1) | AU | AUD | 100% | 73,415 | 31,627 |
| BeCool Refrigerated Couriers Group Pty Ltd., Chippendale 1) | AU | AUD | 100% | 4,922 | (629) |
| Cook E Services Australia Pty Ltd. Brisbane 1) | AU | AUD | 100% | (321) | (1,459) |
| YouFoodz Holdings Pty Limited, Brisbane 1) | AU | AUD | 100% | (17,749) | (22,889) |
| YouFoodz Pty Limited, Brisbane 3) | AU | AUD | 100% | — | — |
| IDK Pty Ltd, Brisbane 3) | AU | AUD | 100% | — | — |
| Fresh Four Pty Ltd, Brisbane 3) | AU | AUD | 100% | — | — |
| YouJuice Pty Ltd, Brisbane 3) | AU | AUD | 100% | — | — |
| YouFoodz IP Pty Ltd, Brisbane 3) | AU | AUD | 100% | — | — |
| HelloConnect Inc., Manila 1) | PH | PHP | 100% | 138 | (13) |
Equity and net income according to local financial statements for the 2022 fiscal year, unless otherwise stated
1) Equity and net income are taken from the financial statements prepared for consolidated purposes for the year ended December 31, 2022.
2) Including the limited partnership interests held in trust, the Company holds 100% of the shares in HelloFresh Deutschland SE & Co. KG, Berlin, as well as HelloFresh Deutschland Produktions SE & Co. KG., Berlin.
3) The company made use of the option afforded by Sec. 286 (3) No. 1 HGB not to disclose equity investments that are not material for the presentation of HelloFresh SE's assets, liabilities, financial position and financial performance.
4) Equity and net income do not need to be stated if the reporting company cannot exercise a controlling influence on the other company and the other company does not have to disclose its annual financial statements.
5) The company is in the liquidation process.
The Loans to affiliates balance of EUR 605,930k (2021: EUR 370,925k) includes EUR 340,737k (2021: EUR 97,378k) due in less than one year. Loans to affiliates, which bear interest at a rate of between 1.25% and 4.12% p.a., are used to finance these affiliates. The Company has issued letters of subordination for these loans to Germany and UK, the Netherlands and Australia.
Current assets
Receivables due from affiliates consist of intercompany loans due in less than one year of EUR 340,737k (2021: EUR 97,378k) and intercompany receivables of EUR 33,258k (2021: 57,722k).
Other assets comprise primarily interest receivable in respect of affiliate loans of EUR 795k (2021: EUR 629k), security deposits and funds subject to a restriction on disposal of EUR 398k (2021: EUR 2,411k) as well as VAT receivables from the tax office of EUR 3,566k (2021: EUR 3,052k).
Cash on hand and bank balances contain time deposits of EUR 37,441k (2021: EUR 145,000k) for which the term is less than three months.
In connection with the issuance of convertible bonds during the financial year 2020, the Company has made use of the option available under German commercial law to capitalize the discount. The balance of the capitalized discount as at 31 December 2022 is EUR 12,332k (2021: EUR 17,617k). The capitalized discount is disclosed in the balance sheet as a prepayment and amortized on a straight-line basis over the lifetime of the convertible bonds (5 years).
HelloFresh SE
Individual Financial Statements 2022
Equity
As of 31 December 2022, paid-in share capital amounted to EUR 171,928k (2021: EUR 173,942k), of which the Company held shares with a nominal value of EUR 232k (2021: EUR 232k) as treasury shares with a nominal value of EUR 1.00 per share.
The Management Board was authorized, with the approval of the Supervisory Board, to increase the share capital by a maximum amount of EUR 50,926k by issuing up to a total of 50,926,467 new no-par value bearer shares (Authorized Capital 2017/I) and by a maximum amount of EUR 13,619k by issuing up to a total of 13,619,298 new no-par value bearer shares (Authorized Capital 2021/I).
The Authorized Capital 2017/I and 2021/I was cancelled by the resolution of the Annual General Meeting of 12 May 2022.
The Management Board is authorized, by resolution of the Annual General Meeting of 12 May 2022 and partial exhaustion in 2022, to increase the share capital by up to EUR 46,982k by issuing up to a total of 46,982,357 new no-par value bearer shares in return for cash and/or non-cash contributions by 11 May 2025 (Authorized Capital 2022/I) and, within predefined limits, to exclude the shareholders' subscription right.
The Company's share capital was conditionally increased by up to EUR 17,386k by issuing up to 17,386,441 new no-par value bearer shares (Conditional Capital 2021/I) to the granting of shares upon the exercise of conversion or option rights or upon the fulfillment of conversion or option obligations to the holders or creditors of Bonds issued.
This conditional capital was listed in the commercial register as Conditional Capital 2021/I and cancelled by resolution of the Annual General Meeting of 12 May 2022.
The Company's share capital has been conditionally increased by up to EUR 5,000k by issuing up to 5,000,000 new, no-par value bearer shares (Conditional Capital 2018/II) to allow shares to be granted upon the exercise of convertible or warrant rights or to allow convertible or warrant obligations to be fulfilled in relation to the holders or creditors of bonds, convertible bonds, warrant bonds, profit participation rights and / or income bonds (or combinations of these instruments). In addition, by resolution of the Annual General Meeting of the Company of 12 May 2022, the Company's share capital was conditionally increased by up to EUR 17,394k by issuing up to 17,394,227 new no-par value bearer shares. The Conditional Capital 2022/I serves to grant shares upon the exercise of conversion or option rights or upon the fulfillment of conversion or option obligations to the holders or creditors of Bonds issued on the basis of the authorization of the Annual General Meeting of 12 May 2022.
As of 31 December 2022, issued and authorized share capital including conditional capital amounted to EUR 241,305k (2021: EUR 325,077k).
All issued and outstanding shares were fully paid in as of 31 December 2022 and as of 31 December 2021. The shares have no nominal value.
The Company has granted 1,397,267 VSOPs and RSUs in 2022 to employees of HelloFresh Group and members of the Management Board.
Treasury shares are deducted from subscribed capital on the face of the balance sheet. The difference between the accounting par value (nominal value) of EUR 232k and the acquisition cost of treasury shares (EUR 18.75 per treasury share) is offset against the freely available capital reserves. Incidental costs of acquisition are expensed in the year of acquisition.
The reported value of the capital reserves as of December 31, 2021 (EUR 519,366k) includes EUR 1,068k from the difference in excess of the nominal value when acquiring treasury shares, which was presented as deduction from the subscribed capital in the previous year's financial statements.
At 31 December 2022, the Company held 231,954 treasury shares with a nominal value of EUR 1.00 per share (i.e. a total of EUR 232k).
The Company acquired a total of 2,214,227 treasury shares as part of a share buyback program in the period from January 11, 2022 to February 2, 2022. By resolutions of the Management Board and Supervisory Board dated
HelloFresh SC Individual Financial Statements 2022
September 14, 2022, the Company decided to cancel the 2,214,227 treasury shares acquired. The cancellation of the shares and the associated capital reduction were registered with the Commercial Register on September 26, 2022.
The difference between the nominal value and acquisition cost of the treasury shares in this share buy back program in the amount of EUR 122,786k was taken from the freely available capital reserves in accordance with Section 272 (2) No. 4 HGB.
Furthermore, no treasury shares were sold or transferred in the 2022 financial year.
In total EUR 114,415k were transferred out from capital reserves in the current financial year.
The accumulated profit of EUR 273,525k (2021: EUR 204,112k) results from the net income for the current financial year and the profit carried forward from the prior year.
As of the reporting date, the total amount not distributable pursuant to Sec. 268 (8) HGB is EUR 28,773k (2021: EUR 20,082k). This amount is calculated as the book value of internally generated intangible assets as of 31 December 2022 of EUR 41,209k less the related deferred taxes of EUR 12,437k. Deferred taxes were calculated assuming a tax rate of 30.18% (2021: 30.18%).
On 13 May 2020, HelloFresh SE issued convertible bonds with an issue size of EUR 175,000k, which mature on 13 May 2025 and have a yearly coupon rate of 0.75% payable semi-annually. The initial conversion price was EUR 50.764, which corresponds to a conversion premium of 40% in relation to the share price at the date of issuance. The convertible bonds are unsecured and unsubordinated, with conversion rights into approximately 3.5 million shares at the election of the bondholder. As of 31 December 2022, no conversion had taken place.
Provisions
Provisions comprise primarily provisions for virtual share-based compensation plans (EUR 43,523k; 2021: EUR 26,555k), as well as income tax provisions (EUR 11,092k; 2021: EUR 68,070k), outstanding supplier invoices (EUR 7,425k; 2021: EUR 19,878k) and personnel-related obligations for accrued vacation and bonuses (EUR 3,045k; 2021: EUR 1,452k).
Liabilities
Liabilities comprise:
| 31 December 2022 | 31 December 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| until 1 Year | 1-5 Year | over 5 Year | total | until 1 Year | 1-5 Year | over 5 Year | total | |
| TEUR | TEUR | TEUR | TEUR | TEUR | TEUR | TEUR | TEUR | |
| Convertible Bonds | — | 175,000 | — | 175,000 | — | 175,000 | — | 175,000 |
| Liabilities to Banks | — | — | — | — | 74 | — | — | 74 |
| Trade payables | 34,222 | — | — | 34,222 | 6,649 | — | — | 6,649 |
| Liabilities to affiliates | 13,835 | — | — | 13,835 | 2,290 | — | — | 2,290 |
| Liabilities to participating interests | — | — | — | — | 2 | — | — | 2 |
| Other Liabilities | 22,954 | — | — | 22,954 | 1,484 | — | — | 1,484 |
| 71,011 | 175,000 | — | 246,011 | 10,499 | 175,000 | — | 185,499 |
As in the prior year, deferred taxes were calculated using a combined income tax rate of 30.18%. Deferred tax liabilities largely arose as a result of temporary differences related to intangible assets, as well as provisions for share-based-compensation programs.
Contingent liabilities
The Company had the following contingent liabilities as of the reporting date:
| TEUR | 31 December 2022 | 31 December 2021 |
|---|---|---|
| Guarantees | 31,370 | 21,074 |
| Warranty agreements | 26,278 | 33,659 |
| Contingent liabilities | 57,648 | 54,734 |
HelloFresh SE Individual Financial Statements 2022
The Company has issued in 2021 a statement of guarantee for Grocery Delivery E-Services UK Ltd in respect of all outstanding obligations of Grocery Delivery E-Services UK Ltd.
The company has issued a letter of comfort in the form of a cross guarantee for its subsidiaries, BeCool Refrigerated Couriers Group Pty Ltd, Grocery Delivery E-Services Australia Pty Ltd and Grocery Delivery E-Services UK Ltd. The revocation of the deed of cross guarantee has been lodged and will become effective in June 2023.
At the reporting date, Grocery Delivery E-Services UK Ltd has liabilities to third parties of EUR 28,156k and other financial commitments of EUR 17,214k. Grocery Delivery E-Services Australia Pty Ltd has liabilities to third parties of EUR 13,535k. BeCool Refrigerated Couriers Group Pty Ltd has liabilities to third parties of EUR 2,236k. Cook E Services Australia Pty Ltd has liabilities to third parties of EUR 112k.
Based on the beneficiaries' previous payment practices and all known information up to the date of preparation of the financial statements, it is not considered probable that there will be any claims arising from the contingent liabilities disclosed above.
Other financial obligations
In addition to the contingent liabilities, the Company has other financial obligations in relation to leases of EUR 78,989k (2021: EUR 92,676k). The lease agreements end between 2022 and 2035. Liabilities to affiliates consist of intercompany loan payable to HelloFresh New Zealand of EUR 8,954k.
Notes to the income statement
The revenue of EUR 547,975k (2021: EUR 507,461k) comprises EUR 245,953k (2021: EUR 310,388k) of Holding's value based service fees from subsidiaries and EUR 301,330k (2021: EUR 196,640k) of income from services provided to affiliates and participating interests. EUR 43,117k (2021: EUR 32,224k) of revenues relates to Germany, EUR 113,347k (2021: EUR 93,116k) to other EU countries and EUR 391,511k (2021: EUR 382,121k) to non-EU countries.
The cost of sales and general and administrative expenses include:
| TEUR | 2022 | 2021 |
|---|---|---|
| Cost of raw materials, consumables and supplies and of purchased merchandise | 183 | 126 |
| Cost of purchased services | 369,135 | 233,593 |
| Cost of materials | 369,318 | 233,719 |
| Wages and salaries | 75,243 | 48,577 |
| Social security | 12,150 | 8,142 |
| Pension costs | 1,076 | 778 |
| Share based compensation | 26,568 | 5,180 |
| Personnel expenses | 115,037 | 62,677 |
The management of HelloFresh Group made the decision in 2022 to close down the activities in the Japanese market in 2023 through liquidation of the business. As a result, the Write downs on financial assets and short term investments include an impairment on intercompany loans to HelloFresh Japan G.K. in the amount of TEUR 16,983.
Financial result
The financial result mainly comprises EUR 7,676k (2021: EUR 3,935k) interest income from loans to affiliates and EUR 49,600k (2021: EUR 23,000k) from dividends and investment income received from subsidiaries.
The previous year's amount of EUR 23,000k reported in "Income from participation" was reported in the annual financial statements for the previous year as part of "Interest and similar income".
HelloFresh SE individual Financial Statements 2022
Income and expenses relating to other periods
Included in cost of sales are income relating to other periods of EUR 723k and expenses relating to other periods of EUR 899k. Included in general and administrative expenses are income relating to other periods of EUR 827k and expenses relating to other periods of EUR 2,947k.
Included in general and administrative expenses relating to other periods are EUR 1,952k adjustment for prior year amortization on intangible assets. All other prior period income and expenses relate primarily to income from the release of accruals and expenses from invoices that were received after the reporting date respectively.
Other disclosures
As the ultimate parent company, the company prepares consolidated financial statements for the largest and smallest group of companies. These consolidated financial statements are published in accordance with Sec. 325 (3) HGB and are available in the Bundesanzeiger [German Federal Gazette] under www.unternehmensregister.de
The Company had an average of 1342 (2021: 915) employees in the 2022 financial year, of whom 796 (2021: 564) were male and 546 (2021: 351) were female.
Financial Instruments
In limited instances, HelloFresh SE uses derivatives to manage its FX risks. Currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Group operates internationally through local operating subsidiaries. These subsidiaries predominantly execute their operating activities in their respective functional currencies providing a natural FX offset.
In accordance with Sec. 254 HGB HelloFresh SE decided not to perform any hedge accounting for the derivatives held at year end. The notional amount (in EUR equivalent) of 16 outstanding EUR/USD, EUR/CAD and EUR/AUD FX derivatives held by HelloFresh SE on December 31st 2022 was 16,126,008 EUR, 4,293,629 EUR and 6,340,407 EUR respectively.
All FX forwards contracts (EUR/USD, EUR/AUD and EUR/CAD) are maturing in less than 1 year with a weighted average strike rate of 1.07, 1.58 & 1.46, respectively.
Disclosures pursuant to Sec. 160 (1) No. 8 AktG
The shares and voting rights reported generally correspond to the equity investments most recently reported by the shareholders in accordance with Secs. 33 and 34 WpHG ["Wertpapierhandelsgesetz": German Securities Trading Act]. It should be noted that the ownership interest may since have changed within the respective thresholds without a duty to report to HelloFresh SE arising on the part of the shareholders. The percentages presented in the chart below relate to HelloFresh SE's share capital as of 31 December 2022.
| Legal Name of Shareholder | Voting rights attached to shares (Sec 33, 34 WpHG) | Shareholding in % |
|---|---|---|
| Baillie Gifford & Co. | 18,265,147 | 10.62% |
| Morgan Stanley Investment Management Company | 13,775,296 | 8.01% |
| Norges Bank | 12,080,792 | 7.03% |
| Vanguard World Fund | 10,552,945 | 6.14% |
| BlackRock, Inc. | 9,585,884 | 5.58% |
| DSR Ventures GmbH | 7,166,507 | 4.17% |
| Union Investment Privatfonds GmbH | 5,357,458 | 3.12% |
| Invesco Ltd. | 5,190,056 | 3.02% |
| Treasury Shares | 231,954 | 0.13% |
| Other shareholders / free float | 89,722,339 | 52.19% |
HelloFresh SE
Individual Financial Statements 2022
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HelloFresh SE Individual Financial Statements 2022
Shareholder structure as of 31 December 2022
The shares of Baillie Gifford & Co are attributed to it in accordance with § 34 WpHG in the amount of 18,265,147 shares.
The shares of Morgan Stanley Investment Management Company are attributed in accordance with § 34 WpHG in the amount of 5,845,450 shares. The further 7,929,846 voting rights are instruments pursuant to Sec. 38 (1) No. 1 WpHG (5,199,569) and Sec. 38 (1) No. 2 WpHG (2,730,277).
The shares of Norges Bank are attributed in accordance with § 34 WpHG in the amount of 8,801,070 shares. The further 4,991,050 voting rights are instruments pursuant to Sec. 38 (1) No. 1 WpHG (4,681,867) and Sec. 38 (1) No. 2 WpHG (309,183).
The 8,417,489 shares held by Vanguard World Fund are attributed to it in accordance with § 34 WpHG. The further 2,135,456 voting rights are instruments pursuant to Sec. 38 (1) No. 1 WpHG.
The shares of BlackRock, Inc. are attributed in accordance with § 34 WpHG in the amount of 8,080,658 shares. The further 1,505,226 voting rights are instruments pursuant to Sec. 38 (1) No. 1 WpHG (1,444,359) and Sec. 38 (1) No. 2 WpHG (60,867).
The beneficial owner of the shares held by DSR Ventures GmbH is Dominik Sebastian Richter. DSR Ventures- GmbH holds 7,166,507 shares directly in HelloFresh. The remaining 2,677,513 voting rights are instruments pursuant to Sec. 38 (1) No. 2 WpHG.
5,357,458 of the shares held by Union Investment Privatfonds GmbH are attributed directly to it in accordance with § 34 WpHG.
The shares of Invesco Ltd. are attributed to it pursuant to Section 34 WpHG in the amount of 5,190,056 shares.
Other shareholders/free float relate to investments in HelloFresh SE of less than 3%.
Governing bodies
Management Board
Dominik S. Richter, CEO HelloFresh SE, Chairman of the Management Board
Thomas W. Griesel, CEO International HelloFresh SE
Christian Gartner, CFO HelloFresh SE
Edward Boyes, CCO HelloFresh SE
Other offices held by the Management Board
Dominik S. Richter – DSR Ventures GmbH (Managing Director); Tio Tech A (Chairman of the Board of Directors)
Thomas W. Griesel – TWG Ventures GmbH (Managing Director); Tio Tech A (Investment Advisory Board)
Christian Gartner – smava GmbH (Advisory Board member)
Edward Boyes – Modern Milkman Ltd. (Director)
Supervisory Board
John H. Rittenhouse (Chairman), CEO, Cavallino Capital, LLC
Derek Zissman, Director, Crossroads Partners Ltd.
Ursula Radeke-Pietsch, Global Head of Strategic Projects, Siemens AG
Susanne Schröter-Crossan, CFO, LEG Immobilien SE
Stefan Smalla, CEO, The Quality Group GmbH
Other offices held by the Supervisory Board pursuant to Sec.125 para. 1 sentence 5 subsection 1 and/or 2 GSCA (AktG):
John H. Rittenhouse
- Jumia Technologies AG (Vice Chairman of the Supervisory Board)
- Flaviar Inc. (Board Member)
Derek Zissman
- Sureserve Group PLC (Non-Executive Director and Chairman of the Audit Committee)
- Revolution Beauty PLC (Deputy Chairmen and Chairman of the Audit Committee)
- 600 Group PLC (Non-Executive Director and Chairman of the Audit Committee)
Ursula Radeke-Pietsch
- Autodoc AG (until October 2022: Deputy Chair Supervisory Board)
Total remuneration of the Management Board and Supervisory Board
Members of the Management Board received in 2022 cash compensation of EUR 1,642k in total. The fair value of share-based compensation amounted to EUR 8,200k for 371,732 virtual options under the Virtual Stock Option Program 2019 of HelloFresh SE ("VSOP 2019") and to EUR 2,733k for 48,759 restricted stock units under the Restricted Stock Unit Program 2019 of HelloFresh SE ("RSUP 2019"), granted in the fiscal year 2022. Therefore, in the fiscal year 2022, compensation and benefits attributable to members of the Management Board amounted to EUR 12,576k in total.
Compensation attributable to members of the Supervisory Board comprises a base compensation and additional compensation for committee work and amounted to EUR 778k in total.
Loans and advances granted to members of the Management Board and the Supervisory Board
No loans or advances were granted to members of the Management Board or Supervisory Board.
As of the reporting date, no contingent liabilities had been assumed on behalf of members of the Supervisory Board.
Auditor fees and services
At the annual general meeting on 12 May 2022, the shareholders of HelloFresh SE appointed KPMG AG Wirtschaftsprüfungsgesellschaft as the auditor and group auditor of HelloFresh SE for the financial year 2022. The audit fees for HelloFresh SE for the 2022 financial year are disclosed in the corresponding note to the consolidated financial statements.
Subsequent events
There were no significant events after the reporting period in relation to HelloFresh SE or its subsidiaries.
Declaration of compliance with the German Corporate Governance Code
The Management Board and the Supervisory Board has made the declaration of compliance with the German Corporate Governance Code required under Sec. 161 AktG available to shareholders on a permanent basis on the Company's website: https://ir.hellofreshgroup.com/download/companies/hellofresh/DeclarationofConformity/20221230_DeclarationofConformity2022_EN.pdf. The declaration of compliance is also reproduced in the 2022 consolidated financial statements.
HelloFresh SE
Individual Financial Statements 2022
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HelloFresh SE Individual Financial Statements 2022
Utilisation of profits
In agreement with the Supervisory Board, the Management Board proposes that the accumulated profit of EUR 273,525k is carried forward to the next financial year.
Berlin, 6 March 2023
The Management Board
HelloFresh SE
(place) (date) Dominik S. Richter
(place) (date) Thomas W. Griesel
(place) (date) Christian Gartner
(place) (date) Edward Boyes
18
HelloFresh SE Individual Financial Statements 2022
Affirmation of the Board of Directors
We hereby affirm that, to the best of our knowledge, these annual financial statements accurately reflect the financial position and earnings of HelloFresh SE in accordance with applicable accounting principles and that the combined management report, which is included in the Consolidated Annual Report of the HelloFresh Group, describes the business development, the operating result and the Company's overall position in such a way that it presents an accurate reflection of the Company's state of affairs and of the material risks and opportunities associated with the Company's forecast development.
Berlin, 6 March 2023
| Dominik S. Richter | Thomas W. Griesel | Christian Gärtner | Edward Boyes |
|---|---|---|---|
| Chief Executive Officer | Chief Executive Officer (International) | Chief Financial Officer | Chief Commercial Officer |
Statement of changes in fixed assets 2022
I. Intangible assets
| TEUR | Internally generated software | Concessions, industrial property rights and similar rights | Total |
|---|---|---|---|
| Acquisition and product costs | |||
| 01.01.2022 | 40,140 | 1,942 | 42,082 |
| Additions | 33,639 | 9,575 | 43,214 |
| Reclassifications | (10,308) | 10,308 | — |
| Disposals | — | — | — |
| 31.12.2022 | 63,471 | 21,825 | 85,296 |
| Accumulated amortisation | |||
| 01.01.2022 | 11,378 | 1,125 | 12,503 |
| Additions | 10,884 | 4,880 | 15,764 |
| Disposals | — | — | — |
| 31.12.2022 | 22,262 | 6,005 | 28,267 |
| Net book value 31.12.2022 | 41,209 | 15,820 | 57,029 |
| Net book value 31.12.2021 | 28,762 | 817 | 29,579 |
HelloFresh SE
Individual Financial Statements 2022
II. Property, plant and equipment
| TEUR | Other equipment, furniture and fixtures | Total |
|---|---|---|
| Acquisition and production costs | ||
| 01.01.2022 | 10,808 | 10,808 |
| Additions | 8,763 | 8,763 |
| Disposals | — | — |
| 31.12.2022 | 19,571 | 19,571 |
Accumulated amortisation
| 01.01.2022 | 3,112 | 3,112 |
|---|---|---|
| Additions | 3,689 | 3,689 |
| Disposals | — | — |
| 31.12.2022 | 6,801 | 6,801 |
| Net book value 31.12.2022 | 12,770 | 12,770 |
| Net book value 31.12.2021 | 7,696 | 7,696 |
III. Financial assets
| TEUR | Investments in affiliates | Loans to affiliates | Investments other than loans | Other loans | Total |
|---|---|---|---|---|---|
| Acquisition and production costs | |||||
| 01.01.2022 | 226,216 | 273,547 | 2,965 | 1,009 | 503,737 |
| Additions | 4,776 | 37,267 | — | 119 | 42,162 |
| Impairments | — | (16,983) | (2,965) | — | (19,947) |
| Disposals/Repayments | — | (28,639) | — | — | (28,639) |
| 31.12.2022 | 230,992 | 265,192 | — | 1,127 | 497,312 |
| Net book value | |||||
| 31.12.2022 | 230,992 | 265,192 | — | 1,127 | 497,311 |
| --- | --- | --- | --- | --- | --- |
| Net book value | |||||
| 31.12.2021 | 226,216 | 273,547 | 2,965 | 1,009 | 503,737 |
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HelloFresh SE
Individual Financial Statements 2022
HELLO FRESH
HelloFresh SE
Prinzenstrasse 89
10969 Berlin