UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of September, 2022.
Commission File Number 001-40736
(Translation of registrant’s name into English)
Claude Dornier Straße 1
Bldg. 335, 82234
Wessling, Germany
Telephone: +49 160 9704 6857
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
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): ____
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): ____
CONTENTS
Explanatory Note
On September 28, 2022, Lilium N.V. (the “Company”) issued (i) its Unaudited Condensed Interim Financial Statements as of and for the six months ended June 30, 2022 and (ii) its Management’s Discussion & Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2022, which are furnished as Exhibits 99.1 and 99.2 to this Report on Form 6-K, respectively.
Incorporation by Reference
The contents of this Report on Form 6-K, including Exhibits 99.1 and 99.2, are hereby incorporated by reference into the Company’s registration statement on Form S-8 filed with the Securities and Exchange Commission on November 18, 2021 (File No. 333-261175).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 28, 2022 | Lilium N.V. | |
| ||
| By: | /s/ Daniel Wiegand |
| Name: Daniel Wiegand | |
| Title: Chief Executive Officer and Executive Director |
Exhibit 99.1
Interim Condensed Consolidated Statements of Operations and Other Comprehensive
Income (Loss) for the six-months periods ended June 30, 2022 and 2021
in € thousand |
| Note |
| 2022 |
| 2021 |
Revenue |
| — |
| | ||
Cost of sales |
| — |
| ( | ||
Gross profit |
| — |
| | ||
Research and development expenses |
| [7] |
| ( |
| ( |
General and administrative expenses |
| [8] |
| ( |
| ( |
Selling expenses |
| [9] |
| ( |
| ( |
Other income |
| |
| | ||
Other expenses |
| ( |
| ( | ||
Operating loss |
| ( |
| ( | ||
Finance income |
| [10] |
| |
| |
Finance expenses |
| [10] |
| ( |
| ( |
Financial result |
| [10] |
| |
| ( |
Share of loss in a joint venture/ associate |
| [13] |
| ( |
| ( |
Loss before income tax |
| ( |
| ( | ||
Income tax income / (expense) |
| [11] |
| |
| ( |
Net loss for the period |
| ( |
| ( |
Other comprehensive income / (loss)
in € thousand |
| Note |
| 2022 |
| 2021 |
Other comprehensive income that may be reclassified to profit or loss |
| ( |
| | ||
Exchange differences on translation of foreign business units |
| ( |
| | ||
Items that will not be subsequently reclassified to profit or loss |
| ( |
| ( | ||
Remeasurement of defined pension benefit obligation |
| ( |
| ( | ||
Other comprehensive income / (loss) |
| ( |
| — | ||
Total consolidated comprehensive loss for the period |
| ( |
| ( | ||
Loss per share (basic and diluted) in € |
| ( |
| ( |
The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).
1
Interim Condensed Consolidated Statement of Financial Position as of
June 30, 2022 and December 31, 2021
in € thousand |
| Note |
| June 30, 2022 |
| December 31, 2021 |
Intangible assets |
| |
| | ||
Property, plant and equipment |
| [12] |
| |
| |
Investment in a joint venture / associate |
| [13] |
| |
| |
Other financial assets |
| |
| | ||
Non-financial assets |
| [15] |
| |
| |
Non-current assets |
| |
| | ||
Other financial assets |
| [14] |
| |
| |
Non-financial assets |
| [15] |
| |
| |
Cash and cash equivalents |
| |
| | ||
Current assets |
| |
| | ||
Total Assets |
| |
| | ||
Subscribed capital |
| [16] |
| |
| |
Share premium |
| |
| | ||
Other capital reserves |
| [16] |
| |
| |
Treasury shares |
| ( |
| ( | ||
Accumulated loss |
| ( |
| ( | ||
Accumulated other comprehensive income / (loss) |
| |
| | ||
Shareholders’ equity |
| |
| | ||
Other financial liabilities |
| [18] |
| |
| — |
Lease liabilities |
| |
| | ||
Provisions |
| |
| | ||
Trade and other payables |
| |
| | ||
Deferred tax liabilities |
| |
| | ||
Non-current liabilities |
| |
| | ||
Other financial liabilities |
| [18] |
| |
| — |
Lease liabilities |
| |
| | ||
Share-based payments liabilities |
| |
| | ||
Provisions |
| |
| | ||
Income tax payable |
| |
| | ||
Warrants |
| [18] |
| |
| |
Trade and other payables |
| |
| | ||
Other non-financial liabilities |
| |
| | ||
Current liabilities |
| |
| | ||
Total Shareholders’ Equity and Liabilities |
| |
| |
The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).
2
Interim Condensed Consolidated Statement of Changes in Shareholders’ Equity for the six-months periods ended June 30, 2022 and 2021
|
|
|
|
|
|
| Accumulated other |
| ||||||||||
comprehensive income | ||||||||||||||||||
| Remeasurement | |||||||||||||||||
of defined | ||||||||||||||||||
Other | Currency | pension | ||||||||||||||||
Subscribed | Share | capital | Treasury | Accumulated | translation | benefit | ||||||||||||
in € thousand | Note |
| capital |
| premium |
| reserves |
| shares |
| loss |
| reserve |
| obligation |
| Total | |
January 1, 2021 | | | | ( | ( | | ( | | ||||||||||
Retrospective application of stock split | | ( | — | ( | — | — | — | — | ||||||||||
January 1, 2021, as adjusted | | | | ( | ( | | ( | | ||||||||||
Net loss for the period | — | — | — | — | ( | — |
| — | ( | |||||||||
Other comprehensive income and expenses | — | — | — | — | — | |
| ( | — | |||||||||
Total comprehensive income (loss) | — | — | — | — | ( | |
| ( | ( | |||||||||
Share-based payments | [17] | — | — | | — | — | — |
| — | | ||||||||
Convertible loans | [16] | | | ( | — | — | — |
| — | | ||||||||
June 30, 2021 | | | | ( | ( | |
| ( | | |||||||||
January 1, 2022 | | | | ( | ( | |
| | | |||||||||
Net loss for the period | — | — | — | — | ( | — |
| — | ( | |||||||||
Other comprehensive income and expenses | — | — | — | — | — | ( |
| ( | ( | |||||||||
Total comprehensive income (loss) | — | — | — | — | ( | ( |
| ( | ( | |||||||||
Share-based payments | [17] | — | — | | — | — | — |
| — | | ||||||||
Conversion share-based payments into shares | [17] | | | ( | — | — | — |
| — | | ||||||||
ELOC commitment shares | [16] | | — | | — | — | — |
| — | | ||||||||
June 30, 2022 | | | | ( | ( | |
| ( | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).
3
Interim Condensed Consolidated Statement of Cash Flows for the six-months periods ended June 30, 2022 and 2021
in € thousand |
| 2022 |
| 20211 |
Net loss for the period |
| ( |
| ( |
Adjustments to reconcile consolidated net profit (loss) to net cash flows |
|
|
|
|
Income tax (income)/expense |
| ( |
| |
Net interest |
| |
| |
Depreciation and amortization |
| |
| |
Expenses for share-based payments |
| |
| |
Net (gains)/losses from the disposal of intangibles and PP&E |
| ( |
| ( |
Share of loss in a joint venture/ associate |
| |
| |
Fair value changes of financial instruments and expected credit losses (ECL) |
| ( |
| |
Income taxes refunded/(paid) |
| ( |
| ( |
Expense from change in provisions |
| |
| |
Working capital adjustments: |
|
|
|
|
Changes in trade and other payables |
| |
| |
Changes in other assets and liabilities |
| ( |
| ( |
Cash flow from operating activities |
| ( |
| ( |
Purchases of intangible assets |
| ( |
| ( |
Purchases of and advance payments on property, plant and equipment |
| ( |
| ( |
Disposals of intangible assets, property, plant and equipment |
| |
| |
Proceeds from short-term investments |
| |
| |
Payments for short-term investments |
| ( |
| — |
Payments for promissory notes |
| — |
| ( |
Payments for the acquisition of an associate |
| — |
| ( |
Interest paid |
| ( |
| — |
Interest received |
| — |
| |
Cash flow from investing activities |
| |
| |
Proceeds from convertible loans |
| — |
| |
Proceeds from share capital increase and capital contribution |
| |
| |
Principal elements of lease payments |
| ( |
| ( |
Interest paid |
| ( |
| ( |
Cash flow from financing activities |
| ( |
| |
Cash-based changes in cash and cash equivalents |
| ( |
| ( |
Effect of foreign exchange rate changes and ECL on cash and cash equivalents |
| |
| ( |
Net (decrease) / increase in cash and cash equivalents |
| ( |
| ( |
Cash and cash equivalents at the beginning of the period |
| |
| |
Cash and cash equivalents at the end of the period |
| |
| |
The accompanying notes are an integral part of these interim condensed consolidated financial statements (IFRS).
1
4
Table of Contents
6 | ||
Basis of Preparation and Changes to the Group’s Accounting Policies | 6 | |
7 | ||
7 | ||
8 | ||
8 | ||
8 | ||
8 | ||
8 | ||
9 | ||
9 | ||
9 | ||
10 | ||
10 | ||
10 | ||
11 | ||
12 | ||
18 | ||
19 | ||
20 | ||
20 | ||
21 |
5
1.Corporate Information
Lilium N.V., together with its German subsidiary Lilium GmbH (“Lilium” or the “Group”), is a start-up in the field of urban air mobility and intends to make regional air mobility a reality. Since its founding, Lilium GmbH has primarily engaged in research and development of a self-developed electric Vertical Takeoff and Landing (eVTOL) jet (the “Lilium Jet”) for production and operation of a regional air mobility service as well as related services.
Lilium N.V. is a public company under Dutch law and is registered under the Dutch trade register number 82165874. Lilium N.V. has its activities exclusively in Germany. The registered headquarters is Claude-Dornier-Str. 1, Geb. 335, 82234 Wessling, Germany.
Lilium GmbH is a German limited-liability company and is registered in the commercial register at the Bavaria District Court Munich Germany under the number 216921.
Prior to September 14, 2021, Lilium N.V. was a shell company with no active trade or business, and all relevant assets and liabilities, as well as income and expenses, were borne by Lilium GmbH. Therefore, the interim condensed consolidated financial statements for the six-months period ended on June 30, 2021 represent consolidated financial statements of Lilium GmbH. The share split of 1 : 2,857 that was effectuated just prior to the capital reorganization has been retrospectively applied to prior periods’ shareholders’ equity.
The interim condensed consolidated financial statements of Lilium N.V. and its subsidiaries, collectively referred to as “the Company”, “the Group” or the “Lilium Group”, for the six months period ended June 30, 2022, were authorized for issue by the Management Board on September 28, 2022.
Consolidated entities are as follows:
|
|
| equity interest |
| |||||
owned in % | |||||||||
Country of | Date of | June 30, | June 30, |
| |||||
Name | Incorporation | incorporation | 2022 | 2021 | |||||
Lilium N.V. |
| Netherlands | March 11, 2021 |
| | % | n/a | ||
Lilium GmbH |
| Germany | February 11, 2015 |
| | % | | % | |
Lilium Schweiz GmbH |
| Switzerland | December 8, 2017 |
| | % | | % | |
Lilium Aviation UK Ltd. |
| United Kingdom | December 20, 2017 |
| | % | | % | |
Lilium Aviation Inc. |
| United States | July 1, 2020 |
| | % | | % | |
Lilium eAircraft GmbH |
| Germany | August 17, 2020 |
| | % | | % | |
Stichting JSOP |
| Netherlands | September 10, 2021 |
| | % | n/a | ||
Lilium Aviation Spain SL |
| Spain | April 7, 2022*) |
| | % | n/a |
*) | date of purchase of a shell company (company without active business). |
2.Basis of Preparation and Changes to the Group’s Accounting Policies
The Group’s interim condensed consolidated financial statements for the six-months periods ended June 30, 2022 and 2021 are prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed consolidated financial statements have been prepared on a going concern basis, applying a historical cost convention, unless otherwise indicated. They are prepared and reported in thousands of Euro (“€ thousand”) except where otherwise stated. Due to rounding, numbers presented may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
6
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2021.
New standards, interpretations and amendments adopted by the Group
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021, except for the adoption of new standards effective as of January 1, 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Several amendments apply for the first time in 2022, but do not have an impact on the interim condensed consolidated financial statements of the Group.
3.Significant Accounting Judgments, Estimates and Assumptions
The preparation of the Group’s interim condensed consolidated financial statements requires the management to make judgements, estimates and assumptions that affect the reported amounts in the interim condensed consolidated financial statements. In preparing these interim condensed consolidated financial statements, management exercises its best judgement based upon its experience and the circumstances prevailing at that time. The estimates and assumptions are based on available information and conditions at the end of the financial period presented and are reviewed on an ongoing basis. Actual results may differ from these estimates under different assumptions and conditions and may materially affect the financial results or the financial position reported in future periods.
The significant judgements made by management in applying the Group’s accounting policies and key sources of estimation uncertainty were the same as those described in the last annual financial statements. Significant judgments were made in determining the forfeiture in relation to a key management persons performance stock options. Please refer to note 17 for more details.
The Group operates its business as a single operating segment, which is also its reporting segment. An operating segment is defined as a component of an entity for which discrete financial information is available and whose results of operations are regularly reviewed by the chief operating decision maker. The Group’s chief operating decision maker is the Chief Executive Officer, who reviews results of operations to make decisions about allocating resources and assessing performance based on consolidated financial information.
4.COVID-19 Risks and Uncertainties
Since January 2020, the Corona Virus (COVID-19) has spread worldwide. The strict measures to stop the spread of COVID-19 adopted in several countries where the Group operates had resulted in the majority of the Company’s workforce working from home with a small number of teams with special purposes for development of the Lilium Jet remaining onsite. Since April 2022, a larger number of the workforce has returned to the offices. Modern forms of communication enabled contact to be maintained between various members of staff and deadlines defined before the period during which employees were working from home have been complied with. We continue to take actions as may be required or recommended by government authorities or in the best interests of our employees and business partners but COVID-19 could also affect the operations of our suppliers and business partners which may result in delays or disruptions in the supply chain of our components and delay the development and rollout of a vertiport network and commercial operations. The potential delay did not trigger an impairment of assets. Additional costs were incurred related to health, safety and transportation of employees which remained onsite, however, the impact of these did not materially impact these consolidated financial statements.
The current uncertainty regarding the consequences and duration of COVID-19 has negatively impacted the ability to develop a precise forecast for product development. Based on COVID-19 developments throughout 2020 and 2021 and the latest developments in 2022, the Group is expecting that business operation can be continued, no other impacts have been considered relevant.
7
5.War in Ukraine
Near the end of February 2022, a war started between Ukraine and Russia, and the tensions between Russia and the Western world are rising. Bilateral sanctions between Russia and Western countries worsen the business conditions worldwide, especially for companies working in Russia or with Russian companies.
Currently, we do not see any major direct impact on Lilium’s business; Lilium has no suppliers in Russia or Ukraine. Nonetheless, the general worldwide economic climate worsens as well and already leads to increasing prices for raw materials and other parts provided by suppliers.
6.Going Concern
The financial statements have been prepared on a basis that assumes the Group will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management assessed the Group’s ability to continue as a going concern and evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern using all information available about the future, focusing on the twelve-month period after the issuance date of the financial statements.
Historically, the Group has funded its operations primarily through capital raises and loans from shareholders. In 2021, management realized plans to finance these investments and costs with the US public listing via a Reorganization which was completed in September 2021 (see consolidated financial statements as of December 31, 2021). Since the inception the Group has incurred recurring losses and negative cash flows from operations including accumulated losses of €
This realization of the Reorganization had been crucial for the Group’s ability to continue as a going concern.
Based on its recurring losses from operations since inception, expectation of continuing operating losses in the future and the need to raise additional capital to finance its future operations, the Group has concluded that there is substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
7.Research and Development Expenses
For the six-months period ended June 30, 2022, research and development expenses consisted of €
8.General and Administrative Expenses
For the six-months period ended June 30, 2022, general and administrative expenses included €
9.Selling Expenses
For the six-months period ended June 30, 2022, selling expenses consisted of €
8
10.Financial Result
Financial result is comprised of the following for the six-months periods ended June 30, 2022 and 2021:
In € thousand |
| 2022 |
| 2021 |
Finance income | | | ||
thereof: fair value changes |
| |
| |
thereof: reversal of expected credit losses |
| |
| — |
Finance expenses |
| ( |
| ( |
thereof: interest portion of lease payments |
| ( |
| ( |
thereof: fair value changes |
| ( |
| ( |
thereof: expected credit losses |
| ( |
| — |
thereof: interest on convertible loans |
| — |
| ( |
Financial result |
| |
| ( |
Fair value changes in the current period result from the warrant revaluation (€
Fair value changes in the prior period result from the embedded derivatives of the convertible loans (2021: €
11.Income Taxes
The Group calculated the period income tax expense, during the six-months periods ended June 30, 2022 and 2021, the Group recorded consolidated income tax income of (€
Major deferred income taxes have not been recorded. The netting of deferred tax liabilities and deferred tax assets results in a net deferred tax asset. The net deferred tax asset has been valuated with zero. Deferred tax assets on the tax losses carried forward are not recognized either given the tax losses carried forward relate to entities with a history of losses.
12.Property, Plant and Equipment
During the six-months period ended June 30, 2022, the Group acquired assets with a cost of €
In € thousand |
| June 30, 2022 |
| December 31, 2021 |
Right of use assets – buildings, net | | | ||
Technical machinery, net |
| |
| |
Office and other equipment |
| |
| |
Furniture and fixtures, net |
| |
| |
Technical machinery under construction |
| |
| |
Other, net |
| |
| |
Property, Plant and Equipment, net |
| |
| |
Assets with a net book value of €
9
13.Investment in a Joint Venture / Associate
Investment in Zenlabs
The Group’s share in Zenlabs Energy, Inc is diluted in the period to
As of December 31, 2021, the Group accounted for the Zenlabs investment as an associate under IAS 28 ‘Investment in associates and joint ventures’ based on the Group’s significant influence on the business of Zenlabs. With the amended investors agreement dated May 12, 2022, management concluded that Lilium and two preferred stockholders have joint control of Zenlabs. The Group has concluded that as a result of the transaction Zenlabs is now classified as a joint venture under IAS 28.
Accordingly, Lilium continues equity accounting without any change for the six-months period ended June 30, 2022. The gain on the dilution of an interest in an equity-accounted investee of €
The following table illustrates the summarized valuation of the Group’s investment in Zenlabs:
In € thousand |
| Carrying Value |
January 1, 2022 | | |
Share of loss in a joint venture/ associate |
| ( |
June 30, 2022 |
| |
14.Other Financial Assets
Lilium has placed part of its liquidity in fixed term deposits with a remaining term of more than
During the period, the Group sold all investments in Money Market Funds for total proceeds of €
15.Non-Financial Assets
Non-financial assets are as follows:
In € thousand |
| June 30, 2022 |
| December 31, 2021 |
Advance payments | | | ||
Total non-current non-financial assets |
| |
| |
Value added tax claims |
| |
| |
Prepaid expenses |
| |
| |
Miscellaneous other current non-financial assets |
| |
| |
Total current non-financial assets |
| |
| |
Total non-financial assets |
| |
| |
In the period to June 30, 2022, claims for value added taxes increased by €
10
16.Shareholders’ Equity
On September 14, 2021, upon the Reorganization, all outstanding Lilium GmbH shares (Common shares, Seed shares, Series A, Series B1 and Series B2) have been transferred to Class A shares in the relationship 1 :
The movements of the shares issued during the six-months period ended June 30, 2021, have been retrospectively adjusted to reflect the share split that occurred in 2021, prior to the Reorganization. Accordingly, this retrospective application of the share split has increased subscribed capital by €
Common | Supervoting | Lilium | ||||||
shares | shares | GmbH | ||||||
(in units) |
| (Class A) |
| (Class B) |
| Total |
| Total1 |
Outstanding as of January 1, 2021 |
| |
| — |
| |
| |
Issued as of January 1, 2021 |
| |
| — |
| |
| |
Retrospective application of share split |
| |
| |
| |
| — |
Retrospective application of share split (treasury shares) |
| ( |
| — |
| ( |
| — |
Outstanding as of January 1, 2021, as adjusted |
| |
| |
| |
| |
Issued as of January 1, 2021, as adjusted |
| |
| |
| |
| |
Issued shares - convertible loans |
| |
| — |
| |
| |
Outstanding as of June 30, 2021, as adjusted |
| |
| |
| |
| |
Issued as of June 30, 2021, as adjusted |
| |
| |
| |
| |
Outstanding as of January 1, 2022 |
| |
| |
| |
| — |
Issued as of January 1, 2022 |
| |
| |
| |
| — |
Issued shares for share-based payments exercised |
| |
| — |
| |
| — |
Warrants exercised |
| |
| — |
| |
| — |
ELOC commitment shares |
| |
| — |
| |
| — |
Outstanding as of June 30, 2022 |
| |
| |
| |
| — |
Issued as of June 30, 2022 |
| |
| |
| |
| — |
1 Not adjusted retrospectively to reflect the share split which occurred in 2021.
During the six-months period ended June 30, 2022, in total
As
A number of
11
Share Purchase Agreement (“ELOC”)
On June 3, 2022, the Group entered into a Share Purchase Agreement and a Registration Rights Agreement with Tumim Stone Capital LLC (“Tumim Stone”), pursuant to which (a) the Group agreed to issue
Under the terms and subject to the conditions of the Share Purchase Agreement, the Group has the right, but not the obligation, to sell to Tumim Stone, and Tumim Stone is obligated to purchase, Class A shares up to the total commitment of $
Class A shares up to the total commitment of $
The Group shall not issue or sell any Class A shares to Tumim Stone under the Share Purchase Agreement that, when aggregated with all other Class A shares then beneficially owned by Tumim Stone and its affiliates, would result in Tumim Stone beneficially owning more than
The Group determined that the right to issue Class A shares represents a freestanding purchased put option and the purchased put option was classified as a derivative asset with a fair value of zero at inception and as of June 30, 2022.
Given that the Group believes that it is probable that it will utilize the facility in full, the fair value of the Commitment Shares issued under the Share Purchase Agreement economically represents an equity issuance cost paid upfront and as such were recorded as general and administrative expenses with an equivalent offset in capital reserves (€
As of June 30, 2022, there have been no sales of Class A shares under the Share Purchase Agreement.
17.Share-based Payments
Overview
Lilium offers several share-based plans as summarized in the table below. All plans are equity-settled, except for new success fees and Joint Stock Option Plan (“JSOP”; including bonus) which are treated as cash-settled. There are no major changes to the plans compared to what was described in the financial statements for 2021 except for the fact that the attrition rate has been modified to reflect a higher expected attrition than assumed before.
12
The table below summarizes the expense/(income) recorded for share-based payments in the six-months periods ended June 30, 2022 and 2021:
In € thousand |
| 2022 |
| 2021 |
General population and executives – standard ESOP (equity-settled) |
| |
| |
General population – RSU |
| |
| — |
Executives – ESOP modified |
| |
| — |
Executives – RSU |
| |
| — |
Executives – Performance-based stock options |
| ( |
| — |
Executives – Time-based stock options |
| |
| — |
Executives – Success fees (cash-settled) |
| |
| — |
Executives – Success fee (equity-settled) |
| — |
| |
JSOP incl. bonus (cash-settled) |
| ( |
| — |
Total expense |
| |
| |
Standard ESOP
The grant date fair value of the equity-settled options was estimated for those participants who received options under the ESOP or who signed the revised agreement which resulted in a capital reserve of €
The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:
In € thousand |
| 2022 |
| 2021 |
Expense arising from equity-settled share-based payments |
| |
| |
Expense arising from cash-settled share-based payments |
| — |
| — |
The weighted average fair value of options granted during the period was €
Movements during the period
The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the six-months periods ended June 30, 2022 and 2021 (in Lilium N.V. shares):
Equity-settled options:
2022 | 2021 | |||||||||
Number | 2022 | Number | 2021 | |||||||
(in units) |
| of options |
| WAEP |
| of options |
| WAEP | ||
Outstanding at January 1 |
| | € |
| | € | ||||
Granted during the period |
| | € |
| | € | ||||
Forfeited during the period |
| ( | € |
| ( | € | ||||
Exercised during the period |
| ( | € |
| — |
| — | |||
Transferred to cash-settled |
| ( | € |
| — |
| — | |||
Transferred from cash-settled |
| — |
| — |
| | € | |||
Outstanding at June 30 |
| | € |
| | € |
The exact WAEP for all options is €1 divided by 2,857, which is €0.00035 and rounded to
13
Total options that vested during the period were
General population - Restricted Stock Units (“RSU”)
The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:
In € thousand |
| 2022 |
| 2021 |
Expense arising from equity settled RSU |
| |
| — |
The agreements have now been finalised and granted, and the general terms and conditions have been fixed.
Movements during the periods
The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, RSU during the six-months periods ended June 30, 2022 and 2021:
2022 | 2021 | ||||||||
Number | 2022 | Number | 2021 | ||||||
(in units) |
| of options |
| WAEP |
| of options |
| WAEP | |
Outstanding at January 1 |
| | € | |
| — |
| — | |
Assigned during the period |
| | € | |
| — |
| — | |
Forfeited during the period |
| ( |
| — |
| — |
| — | |
Outstanding at June 30 |
| | € | |
| — |
| — |
The weighted average remaining contractual life of RSU is
Measurement of fair values
The options are equity settled and have an exercise price of nominal €
Executives - Employee Stock Option Program (“ESOP”) modified
Some executives have received ESOP comparable with the general ESOP program, but with individual conditions in respect to the vesting scheme and with different exercise prices.
The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:
In € thousand |
| 2022 |
| 2021 |
Expense arising from equity-settled share-based payments |
| |
| — |
The total fair value of outstanding options granted was measured at €
14
Movements during the periods
The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, Lilium N.V. share-based share options during the six-months periods ended June 30, 2022 and 2021:
2022 | 2021 | ||||||||
Number | 2022 | Number | 2021 | ||||||
(in units) |
| of options |
| WAEP |
| of options |
| WAEP | |
Outstanding at January 1 |
| | € | |
| — |
| — | |
Granted during the period |
| — |
| — |
| — |
| — | |
Forfeited during the period |
| ( | € | |
| — |
| — | |
Outstanding at June 30 |
| | € | |
| — |
| — |
Total options in Lilium N.V. shares vested during the period was
Measurement of fair values
Executives - Restricted Stock Units (“RSU”)
The expense recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:
In € thousand |
| 2022 |
| 2021 |
Expense arising from equity settled RSU |
| |
| — |
Movements during the periods
The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the six-months periods ended June 30, 2022 and 2021:
2022 | 2021 | ||||||||
Number | 2022 | Number | 2021 | ||||||
(in units) |
| of options |
| WAEP |
| of options |
| WAEP | |
Outstanding at January 1 |
| | € | |
| — |
| — | |
Assigned during the period |
| | € | |
| — |
| — | |
Forfeited during the period |
| ( | € | |
| — |
| — | |
Exercised during the period |
| ( | € | |
|
|
|
| |
Outstanding at June 30 |
| | € | |
| — |
| — |
In the table above, assigned rights include granted rights as well as rights explicitly expected to be granted in the future.
Measurement of fair values
Similar to the RSU for the general population the exercise price is significantly below the share price at grant. While a Black-Scholes model was used to determine the RSU fair market value, the outcome of the valuation basically reflects the intrinsic value of the RSU. Accordingly, input parameters other than the share price are not material.
15
For fair value calculations the share price was taken as the closing price at grant date of Lilium N.V. share. The weighted average fair value of options assigned during the period was €
Executives – Performance-based stock options
The income recognized for participant services received during the six-months periods ended June 30, 2022 and 2021 is shown in the following table:
In € thousand |
| 2022 |
| 2021 |
Income arising from performance-based stock options |
| ( |
| — |
Movements during the periods
The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, share options during the six-months periods ended June 30, 2022 and 2021:
| 2022 |
|
| 2021 |
| ||||
Number of | 2022 | Number of | 2021 | ||||||
(in units) |
| options |
| WAEP |
| options |
| WAEP | |
Outstanding at January 1 | | € | | — | — | ||||
Assigned during the period |
| | € | |
| — |
| — | |
Forfeited during the period |
| ( | € | |
| — |
| — | |
Outstanding at June 30 |
| | € | |
| — |
| — |
As of June 1, 2022,
Measurement of fair values
The following table lists the inputs to the Black-Scholes model used for the fair market value calculation for new performance-based stock options for the period ended June 30, 2022: