UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number 001-41943
Amer Sports, Inc.
(Translation of registrant’s name into
English)
Cricket Square, Hutchins Drive,
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
(Address of principal executive offices)
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 x
FORM 40-F ¨
EXPLANATORY NOTE
On May 21. 2024, Amer Sports, Inc. (the “Company”) released
its unaudited interim consolidated financial statements for the three months ended March 31, 2024, along with management’s discussion
and analysis of financial condition and results of operations. Copies of the Company’s management’s discussion and analysis
of financial condition and results of operations and unaudited interim consolidated financial statements are furnished hereto as Exhibits
99.1 and 99.2, respectively.
INCORPORATION BY REFERENCE
This Report on Form 6-K (including the information contained in Exhibits
99.1 and 99.2 to this Report on Form 6-K) shall be deemed to be incorporated by reference into the registration statement on Form S-8
(File No. 333-276801) of the Company and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not
superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
The following exhibit is furnished as part of this Report on Form 6-K:
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 hereunder.
|
Amer Sports, Inc. |
|
|
|
|
By: |
/s/ Andrew E. Page |
|
Name: |
Andrew E. Page |
|
Title: |
Chief Financial Officer |
Date: May 21, 2024
Exhibit 99.1
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition
and results of operations should be read in conjunction with our unaudited consolidated financial statements and the notes thereto, as
of and for the three months ended March 31, 2024 included as Exhibit 99.2 to the Report on Form 6-K to which this discussion
and analysis is included as Exhibit 99.1, together with our audited financial statements and the notes thereto, and the section titled
“Item 3. Key Information—D. Risk Factors,” each of which appear in our annual report on Form 20-F for the year
ended December 31, 2023 filed with the SEC on March 18, 2024 (“Annual Report”) and available at www.sec.gov. As
discussed in the section titled “Special Note Regarding Forward Looking Statements,” the following discussion and analysis
includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that could
cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause
or contribute to these differences include, but are not limited to, those identified below in such section and “Item 3. Key Information—D.
Risk Factors” in our Annual Report.
Unless otherwise indicated or the context otherwise
requires, all references herein to “Amer Sports, Inc.,” the “Company,” “we,” “our,”
“ours,” “us” or similar terms refer to Amer Sports, Inc., together with its subsidiaries. All references
to “U.S. dollars,” “dollars” or “$” are to the U.S. dollar and all references to “EUR”
or “€” are to the euro. Unless otherwise indicated or the context otherwise requires, all references to “EMEA”
refer to Europe, the Middle East and Africa, all references to “Greater China” refer to mainland China, Hong Kong, Macau and
Taiwan and all references to “Asia Pacific” exclude Greater China.
Unless otherwise indicated, all financial information contained herein
is prepared and presented in accordance with International Financial Reporting Standards (“IFRS”), specifically International
Accounting Standard (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board
(“IASB”)
Overview
Amer Sports is a global group of iconic sports
and outdoor brands, including Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Our brands are known for their detailed craftsmanship,
unwavering authenticity, premium market positioning and compelling market shares in their categories. Our brands are creators of exceptional
apparel, footwear, equipment, protective gear and accessories that we believe give our consumers the confidence and comfort to excel.
We operate our business through the following
three reportable business segments, which reflect how we cluster our brands on the basis of similar consumer, product, marketing and operating
factors:
| · | Technical Apparel. Technical Apparel includes outdoor
apparel, footwear and accessories and consists of our Arc’teryx and Peak Performance brands. |
| · | Outdoor Performance. Outdoor Performance includes
outdoor apparel, footwear, accessories and winter sports equipment and consists of our Salomon, Atomic, Armada and ENVE brands. The
Company sold ENVE on May 1, 2024. |
| · | Ball & Racquet Sports. Ball & Racquet
Sports includes sports equipment, apparel and accessories and consists of our Wilson, Louisville Slugger, DeMarini, EvoShield and ATEC
brands, all of which we refer to as the Wilson Sporting Goods portfolio. |
While Arc’teryx, Salomon and Wilson stand
tall and lead our three segments, our other brands appropriately fit our sports-oriented portfolio. Peak Performance enhances our scale,
competitive positioning and diversification across sports categories. Atomic and Armada give us a leading position in winter sports equipment,
globally. Our baseball brands, which include Louisville Slugger, DeMarini, EvoShield, and ATEC, are market leaders in their respective
category. Together, our brands enable us to lead and compete in various sports segments and drive the continued success of our portfolio.
For additional information about our three reportable
business segments, see Note 3, “Segment Reporting,” to our unaudited consolidated financial statements included as Exhibit 99.2
to the Report on Form 6-K to which this discussion and analysis is included as Exhibit 99.1.
We generate revenue from the sale of our products
through direct-to-consumer and wholesale channels:
| · | Direct-to-Consumer includes sales of our brands’
products through (i) owned e-commerce websites and (ii) owned retail stores, which include elevated brand stores that drive
consumer engagement and factory outlet stores which serve as a liquidation channel for us. |
| · | Wholesale includes sales of our brands’ products
through general sporting goods retailers, specialty stores, independently-operated partner stores, distributors, retailer-owned and third-party
e-commerce websites as well as revenue from certain licensing arrangements. |
Seasonality
We experience some seasonal fluctuations in our
revenue and operating results. Historically, we have realized a slightly higher portion of our revenue and earnings in the fourth quarter
of the fiscal year, primarily due to higher sales through our DTC channel compared to the rest of the year and a higher share of fall
and winter collections in our Technical Apparel and Outdoor Performance segments. Our Ball & Racquet Sports segment is generally
more consistent across fiscal quarters. Working capital requirements typically increase throughout our second and third fiscal quarters
as inventory builds to support our peak shipping and selling period which typically occurs from August to December. Cash provided
by operating activities is typically highest in our first fiscal quarter due to the significant inflows associated with our peak selling
season. We believe our strategy to broaden our assortment within the soft goods categories across all our brands could lead to increasingly
balanced revenue and results of operations throughout the fiscal year.
Foreign Currency Exposure
We report our consolidated financial results in
U.S. dollars but have significant non-U.S. operations. We face exposure to movements in foreign currency exchange rates as the financial
results and the financial condition of our businesses outside of the U.S. are translated from local currencies (in particular the euro,
Canadian dollar and Renminbi (“RMB”)) into U.S. Dollars. Given the strength of the U.S. dollar against our key foreign currencies,
including the euro, the Canadian dollar and RMB, translation into U.S. dollars, for the periods presented results in lower profitability
due to foreign currency exposure. In the future, if the U.S. dollar continues to be strong against our local currencies, we will continue
to see lower profitability due to foreign currency exposure; however, if the U.S. dollar were to weaken against the euro, Canadian dollar
or RMB, it could result in increased profitability.
Where possible, we manage foreign currency exposure
through a variety of methods, including by financing each business unit in its functional currency and concentrating cash flows through
centralized entities to limit the number of foreign currencies being utilized for purchases. Additionally, we enter into hedging arrangements
to limit our exposure to foreign currency fluctuations for a significant portion of our cash flows, in particular with our most commonly
used foreign currencies, including euros, Canadian dollars and RMB. Such hedging arrangements may include foreign exchange forward contracts
and options, interest rate swaps, interest rate options and cross-currency swaps. The majority of our hedging arrangements are short-term
and are usually rolled forward within the standard business cycle. Nonetheless, it is not practical for us to mitigate all of our foreign
currency exposure, nor are we able to accurately predict the possible impact of future foreign currency exchange rate fluctuations on
our results of operations, due to our constantly changing exposure to various foreign currencies, difficulty in predicting fluctuations
in foreign currency exchange rates relative to the U.S. dollar and the significant number of foreign currencies involved. As we continue
to expand our global operations, our exposure to foreign currency risk could become more significant.
Public Company Costs
Since the completion of our IPO, we have begun,
and will continue, to incur additional costs associated with operating as a public company. In particular, our accounting, legal and personnel-related
expenses and insurance costs have begun, and will continue, to increase as we establish more comprehensive compliance and governance functions,
establish, maintain and review internal controls over financial reporting, and prepare and distribute periodic reports in accordance with
SEC rules. Our financial statements reflect the impact of these expenses.
Key Financial Metrics
The following table summarizes certain key financial
measures for the three-month periods ended March 31, 2024 and 2023. Management regularly reviews a number of metrics, including the
following key financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial
projections and make strategic decisions. Management believes the non-IFRS financial measures presented below are useful in evaluating
our performance, in addition to our financial results prepared in accordance with IFRS. See “Results of Operations” for additional
information and for the comparison discussion between the three-month periods ended March 31, 2024 and 2023, and “Non-IFRS
Financial Measures” for additional information on the non-IFRS financial measures and a reconciliation to the most comparable IFRS
financial measures.
| |
Three months Ended
March 31, | |
| |
2024 | | |
2023 | |
| |
($ in millions) | |
Revenue | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
Constant Currency Revenue (1) | |
$ | 1,199.1 | | |
$ | 1,050.3 | |
Net income attributable to equity holders | |
$ | 5.1 | | |
$ | 19.0 | |
Net income margin | |
| 0.4 | % | |
| 1.8 | % |
EBITDA (2) | |
$ | 171.5 | | |
$ | 182.4 | |
Adjusted EBITDA (2) | |
$ | 181.6 | | |
$ | 182.6 | |
Adjusted EBITDA Margin (2) | |
| 15.3 | % | |
| 17.4 | % |
Adjusted Net Income (2) | |
$ | 38.8 | | |
$ | 27.2 | |
Segment Revenue | |
| | | |
| | |
Technical Apparel | |
$ | 510.3 | | |
$ | 355.2 | |
Outdoor Performance | |
$ | 400.0 | | |
$ | 377.5 | |
Ball & Racquet Sports | |
$ | 272.6 | | |
$ | 317.6 | |
Segment Adjusted Operating Profit | |
| | | |
| | |
Technical Apparel | |
$ | 117.3 | | |
$ | 83.1 | |
Outdoor Performance | |
$ | 19.4 | | |
$ | 31.1 | |
Ball & Racquet Sports | |
$ | 10.8 | | |
$ | 45.8 | |
|
(1) |
This is a non-IFRS financial measure. For more information regarding our use of this measure and its usefulness to investors, see “—Non-IFRS Financial Measures” below. |
|
(2) |
This is a non-IFRS financial measure. For more information regarding our use of this measure and its usefulness to investors, as well as a reconciliation to the most comparable IFRS financial measure, see “—Non-IFRS Financial Measures” below. |
Constant Currency Revenue
As we are a global company, the comparability
of our revenue reported in U.S. dollars is also affected by foreign-currency exchange rate fluctuations because the underlying currencies
in which we transact change in value over time compared to the U.S. dollar. These rate fluctuations can have a significant effect on our
reported results. As a result, in addition to financial measures prepared in accordance with IFRS, our revenue discussions often contain
references to constant currency measures, which are calculated by translating the current period reported amounts using the actual exchange
rates in use during the comparative prior period, in place of the exchange rates in use during the current period. For a further discussion
of how we utilize, and limitations of, this non-IFRS financial measure, see “Non-IFRS Financial Measures.”
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
We define EBITDA as net income attributable
to equity holders of the Company, plus net income attributable to non-controlling interests, income tax expense, finance cost,
depreciation and amortization (“D&A”) and minus finance income, from both continuing and discontinued operations. We
define Adjusted EBITDA as EBITDA with adjustments to exclude results from discontinued operations, restructuring expenses,
impairment losses on goodwill and intangible assets, expenses related to transaction activities, expenses related to certain legal
proceedings and share-based payments. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. We define Adjusted
EBITDA Margin as Adjusted EBITDA divided by revenue. For a reconciliation of EBITDA and Adjusted EBITDA to net income and a reconciliation
of Adjusted EBITDA Margin to net income margin and for a further discussion of how we utilize, and limitations of, these non-IFRS measures
see “Non-IFRS Financial Measures.”
Adjusted Net Income
We define Adjusted Net Income as net income
attributable to equity holders of the Company, with adjustments to exclude certain purchase price adjustments (“PPA”), which includes
amortizations and depreciations on the fair value adjustments of intangible and tangible assets resulting from Amer Sports'
acquisition in 2019, loss from discontinued operations, restructuring expenses, impairment losses on goodwill and intangible assets,
expenses related to transaction activities, expenses related to certain legal proceedings, share-based payments and related income
tax expense. Adjusted Net Income may not be comparable to similarly titled metrics of other companies due to differences in methods
of calculation. For a reconciliation of Adjusted Net Income to net income and for a further discussion of how we utilize, and
limitations of, this non-IFRS measure see “Non-IFRS Financial Measures.”
Segment Adjusted Operating Profit
We define Segment Adjusted Operating Profit as
profit before tax for the segment plus finance cost and minus finance income with adjustments for PPA,
restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to transaction activities and expenses related
to certain legal proceedings. Segment Adjusted Operating Profit is a measure of operating performance of our reportable segments and may
not be comparable to similar measures reported by other companies. Segment Adjusted Operating Profit is a performance metric utilized
by the Company’s Chief Operating Decision Maker to allocate resources to and assess performance of the Company’s segments.
See Note 3, “Segment Reporting,” to our unaudited consolidated financial statements included elsewhere in Exhibit 99.2
to the Report on Form 6-K to which this discussion and analysis is included as Exhibit 99.1.
Results of Operations
The following table sets forth our results of
operations for the periods presented.
| |
Three months Ended
March 31, | |
| |
2024 | | |
2023 | |
| |
($ in millions) | |
Revenue | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
Cost of goods sold | |
| (544.4 | ) | |
| (495.4 | ) |
Gross profit | |
| 638.5 | | |
| 554.9 | |
Selling, general and administrative expenses | |
| (534.2 | ) | |
| (422.4 | ) |
Impairment losses | |
| (1.3 | ) | |
| (2.8 | ) |
Other operating income | |
| 6.0 | | |
| 0.7 | |
Operating profit | |
| 109.0 | | |
| 130.4 | |
Finance income | |
| 2.7 | | |
| 1.3 | |
Finance cost | |
| (82.3 | ) | |
| (86.1 | ) |
Loss on debt extinguishment | |
| (14.3 | ) | |
| - | |
Net finance cost | |
| (93.9 | ) | |
| (84.8 | ) |
Income before tax | |
| 15.1 | | |
| 45.6 | |
Income tax expense | |
| (8.2 | ) | |
| (26.6 | ) |
Net income | |
$ | 6.9 | | |
$ | 19.0 | |
Income attributable to: | |
| | | |
| | |
Equity holders of the company | |
$ | 5.1 | | |
$ | 19.0 | |
Non-controlling interests | |
$ | 1.8 | | |
$ | - | |
Revenue
The following tables set forth our consolidated
revenues, and revenues disaggregated by channel, and geography.
|
|
Three months Ended
March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Revenue |
|
$ |
1,182.9 |
|
|
$ |
1,050.3 |
|
|
$ |
132.6 |
|
|
|
12.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Channel Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
694.4 |
|
|
$ |
702.8 |
|
|
$ |
(8.4 |
) |
|
|
(1.2 |
)% |
DTC |
|
|
488.5 |
|
|
|
347.5 |
|
|
|
141.0 |
|
|
|
40.6 |
% |
Total |
|
$ |
1,182.9 |
|
|
$ |
1,050.3 |
|
|
$ |
132.6 |
|
|
|
12.6 |
% |
Geographic Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA |
|
$ |
358.7 |
|
|
$ |
356.9 |
|
|
$ |
1.8 |
|
|
|
0.5 |
% |
Americas |
|
|
409.5 |
|
|
|
409.6 |
|
|
|
(0.1 |
) |
|
|
0.0 |
% |
Greater China (1) |
|
|
310.3 |
|
|
|
205.6 |
|
|
|
104.7 |
|
|
|
50.9 |
% |
Asia Pacific (2) |
|
|
104.4 |
|
|
|
78.2 |
|
|
|
26.2 |
|
|
|
33.5 |
% |
Total |
|
$ |
1,182.9 |
|
|
$ |
1,050.3 |
|
|
$ |
132.6 |
|
|
|
12.6 |
% |
|
(1) |
Consists of mainland China, Hong Kong, Macau and Taiwan. |
|
(2) |
Excludes Greater China. |
Revenue for the three-month period ended March 31, 2024, increased
by $132.6 million, or 12.6%, compared to the three-month period ended March 31, 2023, driven by an increase in sales volume by the
Technical Apparel segment. Channel revenues were driven by DTC, which increased 40.6% compared to the prior year. Regional growth was
led by Greater China and Asia Pacific, which increased 50.9% and 33.5%, respectively. EMEA increased by 0.5% and revenues were flat
in the Americas, where growth in the Technical Apparel segment was offset by declines in the Ball & Racquet and Outdoor Performance
segments.
Revenue on a constant currency basis for the three-month period ended
March 31, 2024, increased by $148.8 million, or 14.2%, compared to the three-month period ended March 31, 2023.
Cost of Goods Sold
|
|
Three months Ended
March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Cost of Goods Sold |
|
$ |
544.4 |
|
|
$ |
495.4 |
|
|
$ |
49.0 |
|
|
|
9.9 |
% |
Cost of goods sold for the three-month period
ended March 31, 2024, increased by 9.9% compared to the three-month period ended March 31, 2023, primarily driven by volume
growth due to an increase in consumer demand, partially offset by higher raw material costs.
Gross Profit
|
|
Three months Ended
March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Gross Profit |
|
$ |
638.5 |
|
|
$ |
554.9 |
|
|
$ |
83.6 |
|
|
|
15.1 |
% |
Gross profit for three-month period ended March 31, 2024, increased
by 15.1% compared to the three-month period ended March 31, 2023. Gross margin was 54.0% and 52.8% the three months ended March 31,
2024 and 2023, respectively. These increases were primarily driven by favorable segment revenue mix, due to a higher proportion of Technical
Apparel revenues, which has the highest gross margins, and lower logistics costs. These increases were partially offset by higher raw
material costs and increased discounts compared to prior year.
Selling, General and Administrative Expenses
|
|
Three months Ended
March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Selling, General and Administrative Expenses |
|
$ |
534.2 |
|
|
$ |
422.4 |
|
|
$ |
111.8 |
|
|
|
26.5 |
% |
Selling, general and administrative expenses for the
three-month period ended March 31, 2024, increased by 26.5% compared to the three-month period ended March 31, 2023. As a
percentage of revenues, Selling, general, and administrative expenses increased to 45.2% for the three-month period ended
March 31, 2024, compared to 40.2% for the three-month period ended March 31, 2023. These increases were due to higher
selling and marketing costs of $75.8 million, as well as higher administrative and other expenses of $35.4 million. The increase in selling and
marketing expenses was primarily due to higher retail store rent expense and personnel costs due to a higher mix of DTC sales. In
e-commerce, there was an increase in online and offline marketing expenses and additional operating costs of e-commerce systems.
Administrative expenses increased primarily due to transaction costs in connection with the IPO.
Finance Cost
|
|
Three months Ended
March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Finance cost |
|
$ |
82.3 |
|
|
$ |
86.1 |
|
|
$ |
(3.8 |
) |
|
|
4.4 |
% |
Finance cost for the three-month period
ended March 31, 2024, decreased by 4.4% compared to the three-month period ended March 31, 2023. The decrease is due to
lower debt outstanding for the three-month period ended March 31, 2024, which resulted in a decrease of interest expense of
$15.3 million, partially offset by exchange rate losses of $11.7 million.
Loss on debt extinguishment
|
|
Three months Ended March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Loss on debt extinguishment |
|
$ |
14.3 |
|
|
$ |
- |
|
|
$ |
14.3 |
|
|
|
nm |
|
Loss on debt extinguishment was 14.3 million for
the three-month period ended March 31, 2024, compared to nil for the three-month period ended March 31, 2023, due to the repayment
of the Senior Facilities Agreement on February 16, 2024.
Income Tax Expense
|
|
Three months Ended March 31, |
|
|
Change |
|
($ in millions) |
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
Income tax expense |
|
$ |
8.2 |
|
|
$ |
26.6 |
|
|
$ |
(18.4 |
) |
|
|
(69.2 |
)% |
Income tax expense for the three-month period
ended March 31, 2024 decreased by 69.2% compared to the three-month period ended March 31, 2023. Our effective income tax rate
was 55% for the three-month period ended March 31, 2024, compared to 58% for the three-month period ended March 31, 2023. As
a result of our recent IPO and changes in our capital structure, the Company is currently assessing its tax strategies and expects to
implement changes in our tax structure to realize an effective tax rate of 35-45% for the year ended December 31, 2024.
Segment Results of Operations
Our management evaluates operating performance
and makes investment and other decisions based on segment revenue and Segment Adjusted Operating Profit. Costs allocated to the segments
include certain centralized functions provided and administered by the Amer Sports group, such as costs related to sourcing, warehousing,
distribution and transportation, our global business services center and information technology, based on appropriate metrics such as
headcount, activity, usage or proportion of revenue.
Unallocated costs include costs related to supply
chain management, general executive management, cybersecurity, and other group functions such as finance, internal audit, tax, legal and
human resources.
The following tables set forth certain financial
information for our reportable segments for the periods presented.
Segment Revenue
|
|
Three months Ended
March 31, |
|
|
Change |
|
|
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
|
|
($ in millions) |
|
|
|
|
|
|
|
Segment Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technical Apparel |
|
$ |
510.3 |
|
|
$ |
355.2 |
|
|
$ |
155.1 |
|
|
|
43.7 |
% |
Outdoor Performance |
|
|
400.0 |
|
|
|
377.5 |
|
|
|
22.5 |
|
|
|
6.0 |
% |
Ball & Racquet |
|
|
272.6 |
|
|
|
317.6 |
|
|
|
(45.0 |
) |
|
|
(14.2 |
)% |
Total |
|
$ |
1,182.9 |
|
|
$ |
1,050.3 |
|
|
$ |
132.6 |
|
|
|
12.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted Operating Profit (1)
|
|
Three months Ended
March 31, |
|
|
Change |
|
|
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
|
|
($ in millions) |
|
|
|
|
|
|
|
Technical Apparel (2) |
|
$ |
117.3 |
|
|
$ |
83.1 |
|
|
$ |
34.2 |
|
|
|
41.2 |
% |
Outdoor Performance (3) |
|
|
19.4 |
|
|
|
31.1 |
|
|
|
(11.7 |
) |
|
|
(37.6 |
)% |
Ball & Racquet Sports (4) |
|
|
10.8 |
|
|
|
45.8 |
|
|
|
(35.0 |
) |
|
|
(76.4 |
)% |
| (1) | Segment Adjusted Operating Profit for all periods presented excludes D&A expense associated with PPA in connection with the Acquisition. |
| (2) | Total D&A expense for the reportable segment was $28.0 million and $20.5 million for the period ended March 31, 2024, and
2023, respectively, which includes PPA related to D&A expense of $2.4 million for both periods. |
| (3) | Total D&A expense for the reportable segment was $25.3 million and $23.7 million for the period ended March 31, 2024, and
2023, respectively, which includes PPA related to D&A expense of $8.0 million and $7.9 million, respectively. |
| (4) | Total D&A expense for the reportable segment was $7.6 million and $6.3 million for the period ended March 31, 2024, and 2023,
respectively, which includes PPA related to D&A expense of $0.3 million for both periods. |
Technical Apparel
|
|
Three months Ended
March 31, |
|
|
Change |
|
|
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
|
|
($ in millions) |
|
|
|
|
|
|
|
Channel Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
166.8 |
|
|
$ |
119.4 |
|
|
$ |
47.4 |
|
|
|
39.7 |
% |
DTC |
|
|
343.5 |
|
|
|
235.8 |
|
|
|
107.7 |
|
|
|
45.7 |
% |
Total |
|
$ |
510.3 |
|
|
$ |
355.2 |
|
|
$ |
155.1 |
|
|
|
43.7 |
% |
The following table sets forth certain operating data for our Technical
Apparel Segment.
| |
Three months Ended March 31, | | |
Change | |
| |
2024 | | |
2023 | | |
% | |
Store Count (1) | |
| | | |
| | | |
| | |
Arc’teryx | |
| 146 | | |
| 130 | | |
| 12.3 | % |
Peak Performance | |
| 44 | | |
| 41 | | |
| 7.3 | % |
Total | |
| 190 | | |
| 171 | | |
| 11.1 | % |
Omni Comp (2) | |
| 35.9 | % | |
| 60.6 | % | |
| | |
| (1) | Reflects the number of Technical Apparel owned retail stores open at the end of the fiscal period. Management reviews the number of new
and closed stores to assess revenue growth and drivers of trends in revenue. |
| (2) | Omni comp reflects year over year revenue growth from owned retail stores and e-commerce sites that have been open at least 13 months. |
Technical Apparel revenue for the
three-month period ended March 31, 2024, increased by 43.7% compared to the three-month period ended March 31, 2023. The
increase was primarily driven by growth by Arc’teryx within the DTC channel. DTC revenues increased by 45.7%, which includes
35.9% omni-comp growth, for the three-month period ended March 31, 2024, compared to the three-month period ended
March 31, 2023. The growth was driven by an expanded retail store network with a net increase of 19 owned retail stores, and
volume growth in our existing retail stores and e-commerce platforms. Revenues from our wholesale channel increased 39.7% driven by
an increase in volumes as compared to the prior year. Regionally, growth was led by Asia Pacific, followed by the Americas, Greater
China, and EMEA. Technical Apparel revenue on a constant currency basis for the three-month period ended March 31, 2024,
increased by $169.5 million, or 47.7%, to $524.6 million, compared to $355.2 million for the three-month period ended March 31,
2023.
Segment Adjusted Operating Profit in our
Technical Apparel segment increased by 41.2% for the three-month period ended March 31, 2024, compared to the three-month
period ended March 31, 2023. This was primarily driven by revenue growth, which was partially offset by an increase in selling,
general, and administrative expenses. Segment adjusted operating profit margin was 23.0% and 23.4% for the three months ended
March 31, 2024 and 2023, respectively. The decrease was primarily due to lower gross margins as a result of foreign currency
exchange losses.
Outdoor
Performance
|
|
Three months Ended
March 31, |
|
|
Change |
|
|
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
|
|
($ in millions) |
|
|
|
|
|
|
|
Channel Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
293.1 |
|
|
$ |
302.0 |
|
|
$ |
(8.9 |
) |
|
|
(2.9 |
)% |
DTC |
|
|
106.9 |
|
|
|
75.5 |
|
|
|
31.4 |
|
|
|
41.6 |
% |
Total |
|
$ |
400.0 |
|
|
$ |
377.5 |
|
|
$ |
22.5 |
|
|
|
6.0 |
% |
Outdoor Performance revenue for the three-month
period ended March 31, 2024, increased by 6.0% compared to the three-month period ended March 31, 2023, which was primarily
driven by Salomon growth in softgoods. DTC revenues increased by 41.6% for the three-month period ended March 31, 2024, compared to
the three-month period ended March 31, 2023, due to an expanded retail store network with a net increase of 27 owned retail stores
and an increase of online traffic to our owned e-commerce websites. Revenues from our wholesale channel decreased 2.9% due warmer weather
conditions in EMEA and the Americas, and high inventory levels by our wholesale partners, which impacted our winter sports equipment brands.
By geography, Outdoor Performance revenue increased in Greater China, Asia Pacific, and EMEA, which was offset by a decline in the Americas.
Outdoor Performance revenue on a constant currency basis for the three-month period ended March 31, 2024, increased by $24.0 million,
or 6.4%, to $401.5 million, compared to the three-month period ended March 31, 2023.
Segment Adjusted Operating Profit in our
Outdoor Performance segment decreased by 37.6% for the three-month period ended March 31, 2024, compared to the three-month
period ended March 31, 2023. Segment adjusted operating profit margin was 4.9% and 8.2% for the three months ended
March 31, 2024 and 2023, respectively. This was primarily due to increased selling, general, and administrative expenses as a
result of an increase in the share of DTC sales, which was partially offset by gross margin improvements from a beneficial channel
and region mix.
Ball & Racquet Sports
|
|
Three months Ended
March 31, |
|
|
Change |
|
|
|
2024 |
|
|
2023 |
|
|
$ |
|
|
% |
|
|
|
($ in millions) |
|
|
|
|
|
|
|
Channel Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
$ |
234.6 |
|
|
$ |
281.3 |
|
|
$ |
(46.7 |
) |
|
|
(16.6 |
)% |
DTC |
|
|
38.0 |
|
|
|
36.3 |
|
|
|
1.7 |
|
|
|
4.7 |
% |
Total |
|
$ |
272.6 |
|
|
$ |
317.6 |
|
|
$ |
(45.0 |
) |
|
|
(14.2 |
)% |
Ball & Racquet segment revenue for the
three-month period ended March 31, 2024, decreased by 14.2%, compared to the three-month period ended March 31, 2023. Revenues
from our wholesale channel decreased 16.6% for the three-month period ended March 31, 2024, compared to the three-month period ended
March 31, 2023, as prior year revenues were higher due to the timing of customer orders due to supply chain constraints. The decline
was due to the baseball, inflatable balls, golf, and racket product categories, which was partially offset by growth in Wilson Softgoods.
Ball & Racquet revenue on a constant currency basis for the three-month period ended March 31, 2024, decreased by $44.6
million, or 14.0%, to $273.0 million compared to the three-month period ended March 31, 2023.
Segment Adjusted Operating Profit in our
Ball & Racquet segment decreased by 76.4% for the three-month period ended March 31, 2024, compared for the
three-month period ended March 31, 2023. Segment adjusted operating profit margin was 4.0% and 14.4% for the three months ended
March 31, 2024 and 2023, respectively. This was primarily due to the decrease in revenue and increased selling, general, and
administrative expenses. Additionally, gross margin was negatively impacted by increased discounts and unfavorable product mix.
Non-IFRS Financial Measures
Management uses certain non-IFRS financial
measures to supplement the financial measures prepared in accordance with IFRS, which include constant currency revenue, EBITDA,
Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income attributable to equity holders. We use constant currency revenue information to
provide a framework to assess how our business segments performed excluding the effects of foreign currency exchange rate
fluctuations. Management believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin enhance an investor’s understanding
of our financial and operating performance from period to period, because they exclude certain material items relating to income tax
expense, finance cost and depreciation and amortization which are not reflective of our ongoing operations and performance.
Management believes Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income enhance an investor’s understanding of
our financial and operating performance because they exclude certain material items relating to restructuring expenses, impairment
losses on goodwill and intangible assets, expenses related to transaction activities, expenses related to certain legal proceedings,
share-based payments and the associated income tax expense, which are not reflective of our ongoing operations and performance. In
addition, management believes constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are
measures commonly used by investors to evaluate companies in the apparel, footwear, sports equipment, protective gear and
accessories industries.
However, there are limitations to the use of these
non-IFRS financial measures as analytical tools and they should not be considered in isolation or as a substitute for other financial
measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other
companies. Constant currency revenue is limited as a metric to review the Company’s financial results as it does not reflect impacts
of foreign currency on revenue. Some of the limitations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin include: excluding certain
tax payments that may reduce cash available to us; not reflecting any cash capital expenditure requirements for the assets being depreciated
and amortized that may have to be replaced in the future; not reflecting changes in, or cash requirements for, our working capital needs;
and not reflecting the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. Some
of the limitations of Adjusted Net Income include: excluding the impact of restructuring expenses, expenses related to transaction activities
and expenses related to certain legal proceedings.
The tables below reconcile each of the following
non-IFRS financial measures to their respective most directly comparable IFRS measure for the periods presented.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
| |
Three months Ended March 31 | |
| |
2024 | | |
2023 | |
| |
($ in millions) | |
Revenue | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
Net income attributable to equity holders of the Company | |
$ | 5.1 | | |
$ | 19.0 | |
Net income attributable to non-controlling interests | |
| 1.8 | | |
| - | |
Income tax expense | |
| 8.2 | | |
| 26.6 | |
Finance cost (1) | |
| 82.3 | | |
| 86.1 | |
Loss on debt extinguishment | |
| 14.3 | | |
| - | |
Depreciation and amortization (2) | |
| 62.5 | | |
| 52.0 | |
Finance income | |
| (2.7 | ) | |
| (1.3 | ) |
EBITDA | |
| 171.5 | | |
| 182.4 | |
Restructuring expenses (3) | |
| 0.9 | | |
| - | |
Impairment losses on goodwill and intangible assets (4) | |
| - | | |
| - | |
Expenses related to transaction activities (5) | |
| 5.8 | | |
| 0.2 | |
Expenses related to certain legal proceedings (6) | |
| - | | |
| - | |
Share-based payments (7) | |
| 3.4 | | |
| - | |
Adjusted EBITDA | |
$ | 181.6 | | |
$ | 182.6 | |
Net income margin | |
| 0.4 | % | |
| 1.8 | % |
Adjusted EBITDA Margin | |
| 15.3 | % | |
| 17.4 | % |
(1) |
Total interest expense on lease liabilities under IFRS 16, Leases was $4.3 and $2.0 for the three-month period ended March 31, 2024, and 2023, respectively. |
(2) |
Total amortization expense for right-of-use assets capitalized under IFRS 16, Leases was $26.5 million and $18.8 million for the three-month period ended March 31, 2024, and 2023, respectively. |
(3) |
Includes expenses for restructuring from severance, exit and termination events. |
(4) |
Includes impairment losses on goodwill and intangible assets. |
(5) |
Includes advisory fees in connection with M&A activities and non-recurring costs associated with our IPO. |
(6) |
Includes expenses related to (1) a certain patent infringement litigation and (2) certain litigation in connection with the divestiture of a business unit. While we face such patent litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. We view expenses related to these matters as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment. |
(7) |
Includes expenses for share-based payments and for fixed cash compensation on stock options vested at period end. We granted share-based compensation to employees under our equity compensation plans beginning in 2019, but did not incur any expenses related to share-based payments in periods prior to the fourth quarter of fiscal year 2023, as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We started recognizing expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as our IPO became probable. |
Adjusted Net Income
| |
Three months Ended
March 31, | |
| |
2024 | | |
2023 | |
Net income attributable to equity holders | |
$ | 5.1 | | |
$ | 19.0 | |
PPA (1) | |
| 10.7 | | |
| 10.7 | |
Restructuring expenses (2) | |
| 0.9 | | |
| - | |
Impairment losses on goodwill and intangible assets (3) |
|
| - | | |
| - | |
Expenses related to transaction activities (4) | |
| 23.9 | | |
| 0.2 | |
Expenses related to certain legal proceedings (5) | |
| - | | |
| - | |
Share-based payments (6) | |
| 3.4 | | |
| - | |
Income tax expense | |
| (5.2 | ) | |
| (2.7 | ) |
Adjusted Net Income attributable to equity holders | |
$ | 38.8 | | |
$ | 27.2 | |
(1) |
Adjustment for PPA is related to amortization of intangible assets in connection with the acquisition and delisting of Amer Sports in 2019. |
(2) |
Includes expenses for restructuring from severance, exit and termination events. |
(3) |
Includes impairment losses on goodwill and intangible assets. |
(4) |
Includes advisory fees in connection with M&A activities and non-recurring costs associated with our IPO. |
(5) |
Includes expenses related to (1) a certain patent infringement litigation and (2) certain litigation in connection with the divestiture of a business unit. While we face such patent litigation from time to time, the magnitude of costs is rarely significant and this litigation expense is substantially higher than all but one other patent litigation expense in the last 10 years. We view expenses related to these matters as outside our normal course of operations and not representative of our expected and recurring expenses. Legal expenses for other normal, recurring legal proceedings and other legal matters are not included in this adjustment. |
(6) |
Includes expenses for share-based payments and for fixed cash compensation on stock options vested at period end. We granted share-based compensation to employees under our equity compensation plans beginning in 2019, but did not incur any expenses related to share-based payments in periods prior to the fourth quarter of fiscal year 2023, as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We started recognizing expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as our IPO became probable. |
Liquidity and Capital Resources
Our primary need for liquidity is to fund working
capital requirements, capital expenditures, debt service, lease obligations and for general corporate purposes. Typically, the highest
level of working capital has been reached in the third quarter when inventory and accounts receivable are at a peak during the fall and
winter shopping season.
Our future contractual obligations are further
discussed in “Contractual Obligations and Commitments” below. Historically, our main sources of liquidity have been cash flow
from operating activities, shareholder loans and borrowings under our existing credit facilities. See “Indebtedness” below.
We had $337.3 million and $348.3 million of cash
and cash equivalents as of March 31, 2024 and 2023, respectively. The $11.0 million decrease in cash and cash equivalents as of March 31,
2024 as compared to March 31, 2023 was primarily due to an increase in cash flows used in financing and investing activities, partially
offset by improved net cash flows from operating activities.
We believe our existing cash and cash equivalent
balances, cash flow from operations and credit facilities will be sufficient to meet our working capital and capital expenditure needs
for at least the next 12 months. Our long-term capital requirements may vary materially from those currently planned and will depend on
many factors, including the rate of revenue growth, the timing and extent of spending on research and development efforts, new owned retail
store openings and other growth initiatives, the expansion of sales and marketing activities, the timing of new products, and overall
economic conditions. We are also expecting increased capital expenditures related to the upgrade of our global SAP enterprise resource
planning system over the next several years, which we are in the process of implementing across each of our brands, and the expansion
of our warehousing facilities. Our capital expenditures for 2023 were approximately $136.3 million, and our capital expenditure for 2024
are expected to be approximately $300 million.
To the extent that current and anticipated future
sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity
or debt financing. The sale of additional equity would result in additional dilution to shareholders. The incurrence of debt financing
would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that
may restrict our operations. We also regularly evaluate market conditions, our liquidity profile, and various financing alternatives for
opportunities to enhance our capital structure. If market conditions are favorable, we may refinance our existing debt or issue additional
securities. There can be no assurances that we will be able to raise additional capital on terms that are attractive to us or at all.
The inability to raise capital may adversely affect our ability to achieve our business objectives.
Cash Flow Information
The following table sets forth our consolidated
cash flow information for the periods presented:
| |
Three months Ended
March 31, | |
| |
2024 | | |
2023 | |
| |
($ in millions) | |
Total net cash flows from operating activities | |
$ | 116.5 | | |
$ | 57.3 | |
Net cash flows (used in) investing activities | |
$ | (67.3 | ) | |
$ | (27.8 | ) |
Net cash flows (used in) financing activities | |
$ | (184.9 | ) | |
$ | (86.8 | ) |
Operating Activities
Total net cash flows from operating activities were $116.5 million
for the three-month period ended March 31, 2024, compared to $57.3 million for the three-month period ended March 31, 2023.
The increase of $59.2 million in cash inflows from operating activities was primarily due to improved working capital driven by lower
inventory levels. This was partially offset by an increase of income taxes paid of $23.1 million.
Investing Activities
Net cash flows used in investing activities was
$67.3 million for the three-month period ended March 31, 2024 compared to $27.8 million for the three-month period ended March 31,
2023. The increase of $39.5 million in cash flows used in investing activities was due to increased investments in property, plant and
equipment, mainly consisting of the expansion of our retail store network.
Our capital expenditures (which we define herein
to refer to the acquisition of property, plant and equipment and the acquisition of intangible assets, as presented in our consolidated
statement of cash flows) for the three-month period ended March 31, 2024, and March 31, 2023, totaled $63.2 million and $25.5
million, respectively.
Financing Activities
Net cash flows used in financing activities was $184.9 million for
the three-month period ended March 31, 2024, compared to $86.8 million for the three-month period ended March 31, 2023. The
increase of $98.1 million in cash used in financing activities was primarily driven by the repayment of $2.21 billion under the old term
loan facility under the Senior Facilities Agreement, $1.46 billion that was paid for Loans from related parties, and $31.0 million due
to the settlements of forward contract and balance sheet hedges. This was partially offset by $2.03 billion in proceeds received from
the new term loan facilities and senior secured notes, and $1.51 billion of net proceeds received from the IPO.
Indebtedness
6.750% Senior Secured Notes
On February 16, 2024, Amer Sports Company
(the “Issuer”), our wholly owned subsidiary, entered into an indenture (the “Indenture”) with The Bank of New
York Mellon, as trustee, Wilmington Trust (London) Limited, as notes collateral agent, and the guarantors party thereto, pursuant to which
the Issuer issued $800 million principal amount of 6.750% senior secured notes (the “Notes”). Pursuant to the Indenture, the
Notes will mature on February 16, 2031. Interest on the Notes are payable semi-annually in arrears on each March 1 and September 1,
beginning on September 1, 2024.
The Notes are jointly and severally guaranteed
by the Company and each of the Company’s subsidiaries (other than the Issuer) that is a borrower or a guarantor under the New Senior
Secured Credit Facilities (the “Note Guarantors”). The Notes and the guarantees related thereto are senior obligations and
are secured, subject to permitted liens and certain other exceptions, by the same first priority liens that secure the obligations of
the Issuer and the Note Guarantors under the New Senior Secured Credit Facilities.
The Notes will be redeemable at the option of
the Issuer, in whole or in part, on or after February 16, 2027, at the redemption prices set forth in the Indenture.
In addition, prior to February 16, 2027,
the Issuer may, at its option and on one or more occasions, redeem up to 10% of the aggregate principal amount of the Notes under the
Indenture (including any additional Notes) during any 12-month period at a redemption price equal to 103% of the principal amount of the
Notes being redeemed. Prior to February 16, 2027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal
amount of Notes issued under the indenture at a redemption price of 106.750% of the principal amount thereof, subject to the limitations
set forth in the Indenture.
Upon the occurrence of a Change of Control (as
defined in the Indenture), unless the Issuer has exercised its right to redeem all of the Notes, as described above, each holder of the
Notes will have a right to repurchase all or any part of that holder’s Notes at a purchase price equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but excluding, the date of purchase.
The Indenture contains covenants that limit the
ability of the Company and any of its Restricted Subsidiaries (as such term is defined in the Indenture), to, among other things incur
or guarantee additional indebtedness, make certain investments and other restricted payments; create liens, enter into transactions with
affiliates, engage in mergers, consolidations or amalgamations; and transfer and sell assets. The Indenture also provides for customary
events of default.
New Senior Secured Credit Facilities
On February 16, 2024, the Company entered
into a Credit Agreement (the “Credit Agreement”) among the Company, certain subsidiaries of the Company as borrowers, the
financial institutions party thereto as lenders and issuing banks, JPMorgan Chase Bank, N.A. as administrative agent, J.P. Morgan SE,
as swingline lender, and Wilmington Trust (London) Limited as collateral agent.
The Credit Agreement provides for a U.S. dollar
denominated term loan facility of $500 million with a seven-year term to maturity (the “USD Term Loan Facility”), a Euro denominated
term loan facility of €700 million with a seven-year term to maturity (the “EUR Term Loan Facility”, and together with
the USD Term Loan Facility, the “New Term Loan Facilities”) and a five-year revolving credit facility of $710 million (the
“New Revolving Credit Facility”). The USD Term Loan Facility is denominated in U.S. dollars, the EUR Term Loan Facility is
denominated in Euros and borrowings under the New Revolving Credit Facility are available in U.S. dollars or Euros. As of March 31, 2024, no amounts were borrowed on the New Revolving Credit Facility.
Interest and Fees
Borrowings under the New Revolving Credit Facility
in: (i) U.S. dollars will bear interest at a rate per annum equal to, at the option of the Company, either (a) a term SOFR-based
rate or (b) a U.S. dollar base rate and (ii) Euros will bear interest at a rate per annum equal to EURIBOR (provided, however,
that the term SOFR-based rate and EURIBOR shall be no less than 0.00% per annum at any time and the U.S. dollar base rate shall be no
less than 1.00% per annum at any time), in each case, plus an applicable margin. Borrowings under the (i) USD Term Loan Facility
will bear interest at a rate per annum equal to, at the option of the Company, either (x) a term SOFR-based rate or (y) a U.S.
dollar base rate and (ii) EUR Term Loan Facility will bear interest at a rate per annum equal to EURIBOR (provided, however, that
the term SOFR-based rate and EURIBOR shall be no less than 0.00% per annum at any time and the U.S. dollar base rate shall be no less
than 1.00% per annum at any time), in each case, plus an applicable margin.
The applicable interest rate margins for borrowings
under the New Revolving Credit Facility are between 0.75% to 1.75% with respect to U.S. dollar base rate borrowings and between 1.75%
to 2.75% with respect to SOFR or EURIBOR borrowings based on the Company’s first lien net leverage ratio (the “Applicable
Rate”). The applicable interest rate margins for borrowings under the USD Term Loan Facility are between 2.00% to 2.25% with respect
to U.S. dollar base rate borrowings and between 3.00% to 3.25% with respect to SOFR borrowings based on the Company’s senior unsecured
non-credit-enhanced long-term debt rating. The applicable interest rate margins for borrowings under the EUR Term Loan Facility are between
3.25% to 3.50% based on the Company’s senior unsecured non-credit-enhanced long-term debt ratings.
In addition, the Company is required to pay quarterly
commitment fees equal to 30% of the Applicable Rate then in effect for SOFR borrowings under the New Revolving Credit Facility, on a per
annum basis in respect of the unutilized commitments under the New Revolving Credit Facility, payable quarterly in arrears. The Company
will also be required to pay letter of credit fees on the maximum amount available to be drawn under all outstanding letters of credit
in an amount equal to the Applicable Rate on SOFR borrowings under the New Revolving Credit Facility on a per annum basis, payable quarterly
in arrears, as well as customary fronting fees for the issuance of letters of credit and agency fees.
The mandatory annual principal repayment for the
USD Term Loan Facility is 1.00% per annum, payable in quarterly installments, and the first installment in respect of the USD Term Loan
Facility is payable on June 30, 2024. The EUR Term Loan Facility is not expected to be subject to scheduled amortization payments.
The Company may direct that prepayments be applied to such principal payments in order of maturity.
Collateral and Guarantors
The New Senior Secured Credit Facilities are secured
by substantially all of the assets of the Company and certain wholly-owned subsidiaries of the Company that are organized in the United
States, Austria, Canada, Switzerland, Cayman Islands, Finland, France, Hong Kong and Sweden, subject to certain exceptions and subject
to the agreed security principles with respect to any such subsidiaries that are not organized in the United States or Canada.
The obligations of the Company and the obligations
of the guarantors under the New Senior Secured Credit Facilities and certain hedging arrangements and cash management arrangements entered
into with lenders under the New Senior Secured Credit Facilities (or affiliates thereof) are secured by first-priority security interests
in the collateral securing such facilities subject to certain exclusions set forth in the credit documentation governing the New Senior
Secured Credit Facilities.
Prepayments
Subject to certain exceptions and customary baskets
set forth in the Credit Agreement, the Company is required to make mandatory prepayments of the loans under the New Term Loan Facilities
under certain circumstances, including from: (i) 100% of the net cash proceeds of insurance and condemnation proceeds for property
or asset losses (subject to reinvestment rights, decreases based on leverage ratios and a net proceeds threshold), (ii) 100% of the
net cash proceeds from the incurrence of debt (other than permitted debt under the Credit Agreement), (iii) 50% of excess cash flow
subject to decrease based on leverage ratios and subject to a threshold amount and (iv) 100% of net cash proceeds from asset sales
(subject to reinvestment rights, decrease based on leverage ratios and net proceeds threshold). These mandatory prepayments may be used
to satisfy future amortization.
The Company is permitted to voluntarily reduce
the unutilized portion of the revolving commitment amount and repay outstanding loans under the New Revolving Credit Facility at any time
without premium or penalty, other than customary “breakage” costs with respect to SOFR and EURIBOR loans. The Company is permitted
to voluntarily repay outstanding loans under the New Term Loan Facilities at any time without premium or penalty; provided that that any
voluntary prepayment, refinancing or repricing of the New Term Loan Facilities in connection with certain repricing transactions that
occur prior to the six-month anniversary of the closing of the New Senior Secured Credit Facilities shall be subject to a prepayment premium
of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced.
Certain Covenants and Events of Default
The Credit Agreement contains a number of covenants
that, among other things and subject to certain exceptions, restrict the Company’s and its subsidiaries’ ability to incur
additional indebtedness; create liens; enter into agreements and other arrangements that include negative pledge clauses; pay dividends
on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; make investments, loans, advances and acquisitions;
merge, amalgamate or sell assets, including equity interests of subsidiaries; enter into sale and leaseback transactions; engage in transactions
with affiliates; and enter into amendments of or waivers under subordinated indebtedness. The Credit Agreement also contains certain customary
affirmative covenants.
The New Revolving Credit Facility also contains
financial covenants that: (1) require the Company to maintain a maximum first lien net leverage ratio of not greater than 5.00:1.00
and (2) require the Company to maintain an interest coverage ratio of not less than 2.00:1.00, which shall increase to 2.25:1.00
as of the fiscal quarter ending December 31, 2025 and shall further increase to 2.50:1.00 as of the fiscal quarter ending December 31,
2026. The financial covenants contain a customary term loan facility standstill and customary cure rights.
The Credit Agreement also contains certain customary
events of default. If an event of default, as specified in the Credit Agreement shall occur and be continuing, the borrowers thereunder
may be required to repay all amounts outstanding under the Credit Facilities.
Senior Facilities Agreement
On March 20, 2019, our wholly owned subsidiary,
Amer Sports Holding Oy (f/k/a Mascot Midco 1 Oy) (the “Parent Guarantor”), and certain of its subsidiaries, including Amer
Sports Holding 1 Oy (f/k/a Mascot Bidco Oy) (“Bidco”) and Mascot Bidco Canada Inc. (“Canada Bidco” and, together
with Bidco, the “Borrowers”), entered into a senior facilities agreement with, among others, J.P. Morgan SE (f/k/a J.P. Morgan
Europe Limited) as agent and Wilmington Trust (London) Limited as security agent and, on July 17, 2023, such agreement was amended
and restated in its entirety (the “Senior Facilities Agreement”). The Senior Facilities Agreement provided for (i) a
EUR 315 million senior secured revolving facility (the “Revolving Facility”) and (ii) a EUR 1.7 billion senior secured
term loan facility (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Credit Facilities”).
The maturity date of the Revolving Facility and Term Loan Facility was September 29, 2025, and March 29, 2026, respectively.
The Senior Credit Facilities were guaranteed by the Parent Guarantor and by certain of the Parent Guarantor’s subsidiaries, and
are secured by security granted by the Parent Guarantor and certain of its subsidiaries. On February 16, 2024, we repaid all outstanding
borrowings under and terminated the Senior Facilities Agreement.
Loans with Related Parties
On March 26, 2019, Amer Sports Holding
(Cayman) Limited (“JVCo”) (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports Holding
(HK) Limited (“Amer Sports HK”) (as borrower), pursuant to which JVCo advanced to Amer Sports HK a loan with an
aggregate principal amount outstanding as of December 31, 2023 of EUR 2.489 billion (“JVCo Loan 1” or “Investment Loan”). On
February 28, 2022, Amer Sports, Inc. assumed all obligations under JVCo Loan 1 from Amer Sports HK. Pursuant to a
capitalization agreement entered into between us and JVCo, EUR 2.3 billion of JVCo Loan 1 was equitized immediately prior to the
completion of our IPO and EUR 125.5 million was set off against certain outstanding liabilities of JVCo, and all remaining
borrowings under JVCo Loan 1 were repaid in full in connection with our IPO, such that there were no borrowings outstanding as of
March 31, 2024.
On March 26, 2019, JVCo (as lender) entered
into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports HK (as borrower), pursuant to which JVCo advanced to
Amer Sports HK a loan with an aggregate principal amount outstanding as of December 31, 2023 of EUR 1.3 billion (“JVCo Loan
2”). On February 28, 2022, Amer Sports, Inc. assumed all obligations under JVCo Loan 2 from Amer Sports HK. JVCo Loan
2 was repaid in full in connection with our IPO, such that there were no borrowings outstanding as of March 31, 2024.
On February 28, 2022, the Co-Invest entered
into a loan agreement with us for a loan in an aggregate principal amount outstanding as of December 31, 2023 of EUR 7.1 million
(“Co-Invest Loan 1”). Pursuant to a capitalization agreement entered into between us and the Co-Invest, EUR 6.7 million of
Co-Invest Loan 1 was equitized immediately prior to the completion of our IPO and all remaining borrowings under Co-Invest Loan 1 were
repaid in full in connection with our IPO, such that there were no borrowings outstanding as of March 31, 2024.
On February 28, 2022, the Co-Invest entered
into a loan agreement with us for a loan in an aggregate principal amount outstanding as of December 31, 2023 of EUR 3.7 million
(“Co-Invest Loan 2”). Co-Invest Loan 2 was repaid in full in connection with our IPO, such that there were no borrowings outstanding
as of March 31, 2024.
Collectively, JVCo Loan 2, Co-Invest Loan 1, and Co-Invest Loan 2, are referred to as the Facility A Loan in Note 2, “Related Party
Transactions,” to our unaudited consolidated financial statements included as Exhibit 99.2 to the Report on Form 6-K
On May 29,
2020, JVCo (as lender) entered into an intercompany loan agreement with our wholly-owned subsidiary, Amer Sports HK (as borrower), pursuant
to which JVCo agreed to make available to Amer Sports HK a loan in a principal amount of up to EUR 400 million (“JVCo Loan 3”).
As of October 1, 2022, Amer Sports, Inc. assumed all obligations under JVCo Loan 3 from Amer Sports HK. JVCo Loan 3 was equitized in connection
with our IPO.
Off-Balance Sheet Arrangements
We have off-balance sheet arrangements in connection
with certain leases and guarantees. Leases not capitalized mainly relate to short term and low value leases for which IFRS 16, Leases
offers an exemption from capitalization, while the guarantees include arrangements with third parties related to the divested Precor business.
New Accounting Pronouncements
See Note 2, “Summary of Material Accounting Policies,”
to our unaudited consolidated financial statements included as Exhibit 99.2 to the Report on Form 6-K, for details regarding
recent accounting pronouncements.
Critical Accounting Policies
See Note 2, “Summary of Material
Accounting Policies,” to our audited consolidated financial statements in our Annual Report on Form 20-F. During the three months ended
March 31, 2024, there were no significant changes to our critical accounting policies.
Special Note Regarding Forward-Looking Statements
This discussion contains statements that constitute
forward-looking statements. Many of the forward-looking statements contained herein can be identified by the use of forward-looking words
such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,”
“intend,” “estimate” and “potential,” among others.
Forward-looking statements appear in a number
of places herein and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking
statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such
statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking
statements due to various factors, including, but not limited to, those identified under the section titled “Item 3. Key Information—D.
Risk Factors” in our Annual Report on Form 20-F. These risks and uncertainties include factors relating to:
|
· |
the strength of our brands; |
|
· |
changes in market trends and consumer preferences; |
|
· |
intense competition that our products, services and experiences face; |
|
· |
harm to our reputation that could adversely impact our ability to attract and retain consumers and wholesale partners, employees, brand ambassadors, partners, and other stakeholders; |
|
· |
reliance on technical innovation and high-quality products; |
|
· |
general economic and business conditions worldwide, including due to inflationary pressures; |
|
· |
the strength of our relationships with and the financial condition of our third-party suppliers, manufacturers, wholesale partners and consumers; |
|
· |
ability to expand our DTC channel, including our expansion and success of our owned retail stores and e-commerce platform; |
|
· |
our plans to innovate, expand our product offerings and successfully implement our growth strategies that may not be successful, and implementation of these plans that may direct divert our operational, managerial and administrative resources; |
|
· |
our international operations, including any related to political uncertainty and geopolitical tensions; |
|
· |
our and our wholesale partners’ ability to accurately forecast demand for our products and our ability to manage manufacturing decisions; |
|
· |
our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy |
|
· |
the cost of raw materials and our reliance on third-party manufacturers; |
|
· |
our distribution system and ability to deliver our brands’ products to our wholesale partners and consumers; |
|
· |
climate change and sustainability or ESG-related matters, or legal, regulatory or market responses thereto; |
|
· |
changes to trade policies, tariffs, import/export regulations and anti-competition regulations in the United States, EU, PRC and other jurisdictions, or our failure to comply with such regulations; |
|
· |
ability to obtain approvals from PRC authorities to list or remain listed on the U.S. exchanges and offer securities in the future; |
|
· |
ability to obtain, maintain, protect and enforce our intellectual property rights in our brands, designs, technologies and proprietary information and processes; |
|
· |
ability to defend against claims of intellectual property infringement, misappropriation, dilution or other violations made by third parties against us; |
|
· |
security breaches or other disruptions to our IT systems; |
|
· |
our reliance on a large number of complex IT systems; |
|
· |
changes in government regulation and tax matters; |
|
· |
our ability to remediate our material weakness in our internal control over financial reporting; |
|
· |
our relationship with ANTA Sports; |
|
· |
our expectations regarding the time during which we will be a foreign private issuer; and |
|
· |
other risk factors discussed
under “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F. |
Forward-looking statements speak only as of the
date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release
publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of an unanticipated
event.
Exhibit 99.2
AMER SPORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
January - March 2024
Domicile: |
Cayman Islands |
Address: |
Cricket Square, Hutchins Drive |
|
P.O. Box 2681 |
|
Grand Cayman KY1-1111 |
|
Cayman Islands |
Entity registration number: |
358866 |
UNAUDITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME AND LOSS
| |
| | |
Three months
ended March 31, | |
In millions (except for earnings per share
information) | |
Notes | | |
2024 | | |
2023 | |
Revenue | |
| 4 | | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
Cost of goods sold | |
| | | |
| (544.4 | ) | |
| (495.4 | ) |
Gross profit | |
| | | |
| 638.5 | | |
| 554.9 | |
Selling, general and administrative expenses | |
| | | |
| (534.2 | ) | |
| (422.4 | ) |
Impairment losses | |
| | | |
| (1.3 | ) | |
| (2.8 | ) |
Other operating income | |
| | | |
| 6.0 | | |
| 0.7 | |
Operating profit | |
| | | |
| 109.0 | | |
| 130.4 | |
| |
| | | |
| | | |
| | |
Finance income | |
| | | |
| 2.7 | | |
| 1.3 | |
Finance cost | |
| | | |
| (82.3 | ) | |
| (86.1 | ) |
Loss on debt extinguishment | |
| | | |
| (14.3 | ) | |
| - | |
Net finance cost | |
| 6 | | |
| (93.9 | ) | |
| (84.8 | ) |
| |
| | | |
| | | |
| | |
Income before tax | |
| | | |
| 15.1 | | |
| 45.6 | |
| |
| | | |
| | | |
| | |
Income tax expense | |
| 7 | | |
| (8.2 | ) | |
| (26.6 | ) |
| |
| | | |
| | | |
| | |
Net income | |
| | | |
$ | 6.9 | | |
$ | 19.0 | |
| |
| | | |
| | | |
| | |
Income attributable to: | |
| | | |
| | | |
| | |
Equity holders of the Company | |
| | | |
$ | 5.1 | | |
$ | 19.0 | |
Non-controlling interests | |
| | | |
$ | 1.8 | | |
$ | - | |
| |
| | | |
| | | |
| | |
Earnings per share | |
| 18 | | |
| | | |
| | |
Basic earnings per share | |
| | | |
$ | 0.01 | | |
$ | 0.05 | |
Diluted earnings per share | |
| | | |
$ | 0.01 | | |
$ | 0.05 | |
Net income | |
| | | |
$ | 6.9 | | |
$ | 19.0 | |
| |
| | | |
| | | |
| | |
Other comprehensive income and loss (OCI) | |
| | | |
| | | |
| | |
Items that will not be reclassified to the statement of income | |
| | | |
| | | |
| | |
Remeasurement effects of postemployment benefit plans | |
| | | |
| (3.9 | ) | |
| (3.1 | ) |
Income tax related to remeasurement effects | |
| | | |
| 1.0 | | |
| 0.8 | |
Items that subsequently may be reclassified to the statement of income | |
| | | |
| | | |
| | |
Translation differences | |
| | | |
| 65.0 | | |
| (59.8 | ) |
Cash flow hedges | |
| | | |
| 21.4 | | |
| (6.9 | ) |
Income tax related to cash flow hedges | |
| | | |
| (4.3 | ) | |
| 1.4 | |
Other comprehensive income (loss), net of tax | |
| | | |
| 79.2 | | |
| (67.6 | ) |
| |
| | | |
| | | |
| | |
TOTAL COMPREHENSIVE INCOME
(LOSS) | |
| | | |
$ | 86.1 | | |
$ | (48.6 | ) |
| |
| | | |
| | | |
| | |
Total comprehensive income (loss) attributable to: | |
| | | |
| | | |
| | |
Equity holders of the Company | |
| | | |
$ | 84.3 | | |
$ | (48.6 | ) |
Non-controlling interests | |
| | | |
$ | 1.8 | | |
$ | - | |
The
notes are an integral part of unaudited condensed consolidated interim financial information.
UNAUDITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
ASSETS
| |
| | |
March 31, | | |
December 31, | |
In millions | |
Notes | | |
2024 | | |
2023 | |
NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Intangible assets | |
| 8 | | |
$ | 2,713.1 | | |
$ | 2,748.7 | |
Goodwill | |
| 8 | | |
| 2,253.7 | | |
| 2,270.0 | |
Property, plant and equipment | |
| 9 | | |
| 450.9 | | |
| 441.9 | |
Right-of-use assets | |
| | | |
| 348.1 | | |
| 317.1 | |
Non-current financial assets | |
| | | |
| 9.1 | | |
| 9.2 | |
Other non-current assets | |
| | | |
| 69.6 | | |
| 73.5 | |
Deferred tax assets | |
| | | |
| 160.3 | | |
| 161.7 | |
TOTAL NON-CURRENT ASSETS | |
| | | |
| 6,004.8 | | |
| 6,022.1 | |
| |
| | | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Inventories | |
| 10 | | |
| 1,100.6 | | |
| 1,099.6 | |
Accounts receivable, net | |
| | | |
| 560.4 | | |
| 599.8 | |
Prepaid expenses and other receivables | |
| | | |
| 164.7 | | |
| 162.3 | |
Current tax assets | |
| | | |
| 6.7 | | |
| 6.6 | |
Cash and cash equivalents | |
| | | |
| 337.3 | | |
| 483.4 | |
TOTAL CURRENT ASSETS | |
| | | |
| 2,169.7 | | |
| 2,351.7 | |
| |
| | | |
| | | |
| | |
TOTAL ASSETS | |
| | | |
$ | 8,174.5 | | |
$ | 8,373.8 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(CONTINUED)
SHAREHOLDERS’
EQUITY (DEFICIT) AND LIABILITIES
| |
| | |
March 31, | | |
December 31, | |
In millions | |
Notes | | |
2024 | | |
2023 | |
EQUITY (DEFICIT) | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Share capital | |
| 11 | | |
$ | 16.9 | | |
$ | 642.2 | |
Share premium | |
| 11 | | |
| 2,133.4 | | |
| - | |
Capital reserve | |
| 11 | | |
| 2,789.2 | | |
| 227.2 | |
Cash flow hedge reserve | |
| 11 | | |
| 6.6 | | |
| (10.6 | ) |
Accumulated deficit and other | |
| 11 | | |
| (925.6 | ) | |
| (1,019.0 | ) |
Equity (deficit) attributable to equity holders of the parent company | |
| | | |
| 4,020.5 | | |
| (160.2 | ) |
Non-controlling interests | |
| | | |
| 5.2 | | |
| 3.4 | |
TOTAL EQUITY (DEFICIT) | |
| | | |
| 4,025.7 | | |
| (156.8 | ) |
| |
| | | |
| | | |
| | |
LIABILITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
LONG-TERM LIABILITIES | |
| | | |
| | | |
| | |
Lease liabilities | |
| 12 | | |
| 280.0 | | |
| 250.4 | |
Loans from financial institutions | |
| 12 | | |
| 2,021.0 | | |
| 1,863.4 | |
Loans from related parties | |
| 12; 16 | | |
| - | | |
| 4,077.0 | |
Defined benefit pension liabilities | |
| | | |
| 19.1 | | |
| 23.9 | |
Other long-term liabilities | |
| | | |
| 20.6 | | |
| 29.4 | |
Provisions | |
| 14 | | |
| 5.7 | | |
| 5.5 | |
Long-term tax liabilities | |
| | | |
| 31.4 | | |
| 32.1 | |
Deferred tax liabilities | |
| | | |
| 664.8 | | |
| 675.0 | |
TOTAL LONG-TERM LIABILITIES | |
| | | |
| 3,042.6 | | |
| 6,956.7 | |
| |
| | | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Interest-bearing liabilities | |
| 12 | | |
| 6.2 | | |
| 381.0 | |
Lease liabilities | |
| 12 | | |
| 93.7 | | |
| 89.4 | |
Accounts payable | |
| | | |
| 387.4 | | |
| 426.5 | |
Other current liabilities | |
| 13 | | |
| 532.8 | | |
| 567.5 | |
Provisions | |
| 14 | | |
| 28.8 | | |
| 29.9 | |
Current tax liabilities | |
| | | |
| 57.3 | | |
| 79.6 | |
TOTAL CURRENT LIABILITIES | |
| | | |
| 1,106.2 | | |
| 1,573.9 | |
| |
| | | |
| | | |
| | |
TOTAL LIABILITIES | |
| | | |
| 4,148.8 | | |
| 8,530.6 | |
| |
| | | |
| | | |
| | |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES | |
| | | |
$ | 8,174.5 | | |
$ | 8,373.8 | |
The
notes are an integral part of unaudited condensed consolidated interim financial information.
UNAUDITED
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
| |
| | |
Three months
ended March 31, | |
In millions | |
Notes | | |
2024 | | |
2023 | |
NET CASH FLOW FROM OPERATING ACTIVITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Net income | |
| | | |
$ | 6.9 | | |
$ | 19.0 | |
| |
| | | |
| | | |
| | |
Adjustments for: | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| | | |
| 62.5 | | |
| 52.0 | |
Impairment losses | |
| | | |
| 1.3 | | |
| 2.8 | |
Share-based payments for equity-settled options | |
| | | |
| 1.0 | | |
| - | |
Other non-cash valuation losses | |
| | | |
| 1.4 | | |
| 8.2 | |
Finance income | |
| | | |
| (2.7 | ) | |
| (1.3 | ) |
Finance cost | |
| | | |
| 82.3 | | |
| 86.1 | |
Loss on debt extinguishment | |
| | | |
| 14.3 | | |
| - | |
Income tax expense | |
| | | |
| 8.2 | | |
| 26.6 | |
| |
| | | |
| | | |
| | |
Changes in: | |
| | | |
| | | |
| | |
Inventories | |
| | | |
| (17.9 | ) | |
| (134.7 | ) |
Trade receivables | |
| | | |
| 28.2 | | |
| 139.6 | |
Other current receivables | |
| | | |
| 23.2 | | |
| (6.0 | ) |
Accounts payables | |
| | | |
| (11.5 | ) | |
| 8.1 | |
Other liabilities | |
| | | |
| 1.2 | | |
| (86.1 | ) |
Cash generated from operating activities | |
| | | |
| 198.4 | | |
| 114.3 | |
| |
| | | |
| | | |
| | |
Interest paid | |
| | | |
| (54.5 | ) | |
| (51.4 | ) |
Interest received | |
| | | |
| 2.8 | | |
| 1.5 | |
Income taxes paid | |
| | | |
| (30.2 | ) | |
| (7.1 | ) |
| |
| | | |
| | | |
| | |
Total net cash flows from operating activities | |
| | | |
| 116.5 | | |
| 57.3 | |
| |
| | | |
| | | |
| | |
NET CASH FLOW FROM INVESTING ACTIVITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Acquisition of property, plant and equipment | |
| | | |
| (58.7 | ) | |
| (22.1 | ) |
Acquisition of intangible assets | |
| | | |
| (4.5 | ) | |
| (3.4 | ) |
Acquisition of right-of-use assets | |
| | | |
| (4.1 | ) | |
| (2.3 | ) |
Net cash flow used in investing activities | |
| | | |
| (67.3 | ) | |
| (27.8 | ) |
| |
| | | |
| | | |
| | |
NET CASH FLOW FROM FINANCING ACTIVITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Proceeds from short-term borrowings from financial institutions | |
| | | |
| - | | |
| 87.5 | |
Repayments of short-term borrowings from financial institutions | |
| | | |
| (374.9 | ) | |
| (125.3 | ) |
Proceeds from long-term borrowings from financial institutions | |
| | | |
| 2,027.3 | | |
| - | |
Repayments of long-term borrowings from financial institutions | |
| | | |
| (1,830.5 | ) | |
| - | |
Repayments of long-term borrowings from related parties | |
| | | |
| (1,460.4 | ) | |
| (25.2 | ) |
Proceeds from share issuance | |
| | | |
| 1,514.8 | | |
| - | |
Payments of lease liabilities | |
| | | |
| (22.9 | ) | |
| (16.6 | ) |
Payments of debt issuance costs | |
| | | |
| (2.1 | ) | |
| - | |
Settlements of forward contract and balance sheet hedges | |
| | | |
| (31.0 | ) | |
| 2.5 | |
Other financing items | |
| | | |
| (5.2 | ) | |
| (9.7 | ) |
Net cash flow used in financing activities | |
| | | |
| (184.9 | ) | |
| (86.8 | ) |
| |
| | | |
| | | |
| | |
CHANGE IN CASH AND CASH EQUIVALENTS | |
| | | |
| (135.7 | ) | |
| (57.3 | ) |
| |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| | | |
| | | |
| | |
Cash and cash equivalents at period end | |
| | | |
| 337.3 | | |
| 348.3 | |
Translation differences | |
| | | |
| (10.4 | ) | |
| 3.6 | |
Cash and cash equivalents at the beginning of the period | |
| | | |
| 483.4 | | |
| 402.0 | |
CHANGE IN CASH AND CASH EQUIVALENTS | |
| | | |
$ | (135.7 | ) | |
$ | (57.3 | ) |
The
notes are an integral part of unaudited condensed consolidated interim financial information.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
Equity attributable to the equity holders of the parent company
In
millions | |
Share
capital | | |
Share
premium | | |
Capital
reserve | | |
Cash
flow
hedge reserve | | |
Translation
differences | | |
Remeasurements | | |
Other
reserves | | |
Accumulated
deficit | | |
Accumulated
deficit and
other | | |
Non-controlling
interests | | |
Total | |
Balance at
January 1, 2023 | |
$ | 642.2 | | |
| - | | |
| - | | |
$ | (3.1 | ) | |
$ | 109.8 | | |
$ | 37.0 | | |
$ | (10.9 | ) | |
$ | (848.9 | ) | |
$ | (713.0 | ) | |
| - | | |
$ | (73.9 | ) |
Other comprehensive income: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Translation differences | |
| - | | |
| - | | |
| - | | |
| - | | |
| (57.6 | ) | |
| - | | |
| - | | |
| - | | |
| (57.6 | ) | |
| - | | |
| (57.6 | ) |
Remeasurement effects of | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
postemployment benefit plans | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3.1 | ) | |
| - | | |
| - | | |
| (3.1 | ) | |
| - | | |
| (3.1 | ) |
Cash flow hedges | |
| - | | |
| - | | |
| - | | |
| (6.9 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (6.9 | ) |
Income tax related to OCI | |
| - | | |
| - | | |
| - | | |
| 1.4 | | |
| - | | |
| 0.8 | | |
| - | | |
| - | | |
| 0.8 | | |
| - | | |
| 2.2 | |
Income for the period | |
| - | | |
| - | | |
| - | | |
| | | |
| - | | |
| - | | |
| - | | |
| 19.0 | | |
| 19.0 | | |
| - | | |
| 19.0 | |
Total comprehensive income, net of tax | |
| - | | |
| - | | |
| - | | |
| (5.5 | ) | |
| (57.6 | ) | |
| (2.3 | ) | |
| - | | |
| 19.0 | | |
| (40.9 | ) | |
| - | | |
| (46.4 | ) |
Balance at March 31, 2023 | |
$ | 642.2 | | |
| - | | |
| - | | |
$ | (8.6 | ) | |
$ | 52.2 | | |
$ | 34.7 | | |
$ | (10.9 | ) | |
$ | (829.9 | ) | |
$ | (753.9 | ) | |
| - | | |
$ | (120.3 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance at January 1, 2024 | |
$ | 642.2 | | |
| - | | |
$ | 227.2 | | |
$ | (10.6 | ) | |
$ | 0.6 | | |
$ | 40.6 | | |
$ | (2.7 | ) | |
$ | (1,057.5 | ) | |
$ | (1,019.0 | ) | |
$ | 3.4 | | |
$ | (156.8 | ) |
Other comprehensive income: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Translation differences | |
| - | | |
| - | | |
| - | | |
| - | | |
| 65.0 | | |
| - | | |
| - | | |
| - | | |
| 65.0 | | |
| - | | |
| 65.0 | |
Remeasurement effects of postemployment benefit plans |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3.9 |
) |
|
|
- |
|
|
|
- |
|
|
|
(3.9 |
) |
|
|
- |
|
|
|
(3.9 |
) |
Cash flow hedges | |
| - | | |
| - | | |
| - | | |
| 21.4 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 21.4 | |
Income tax related to OCI | |
| - | | |
| - | | |
| - | | |
| (4.3 | ) | |
| - | | |
| 1.0 | | |
| - | | |
| - | | |
| 1.0 | | |
| - | | |
| (3.3 | ) |
Income for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 5.1 | | |
| 5.1 | | |
| 1.8 | | |
| 6.9 | |
Total comprehensive income, net of tax | |
| - | | |
| - | | |
| - | | |
| 17.2 | | |
| 65.0 | | |
| (2.9 | ) | |
| - | | |
| 5.1 | | |
| 67.2 | | |
| 1.8 | | |
| 86.1 | |
Transactions with owners: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Share-based payments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 23.6 | | |
| - | | |
| 23.6 | | |
| - | | |
| 23.6 | |
Income tax related to share-based payments | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2.7 | | |
| - | | |
| 2.7 | | |
| - | | |
| 2.7 | |
Reclassification and share split | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Elimination of Class A and B shares | |
| (642.2 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (642.2 | ) |
Issuance of ordinary shares before IPO | |
| 13.0 | | |
| 629.2 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 642.2 | |
Capital increase - IPO | |
| 3.9 | | |
| 1,565.8 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,569.7 | |
IPO related transaction costs | |
| - | | |
| (61.6 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (61.6 | ) |
Contribution of related party debt to equity | |
| - | | |
| - | | |
| 2,562.0 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,562.0 | |
Balance at March 31, 2024 | |
$ | 16.9 | | |
$ | 2,133.4 | | |
$ | 2,789.2 | | |
$ | 6.6 | | |
$ | 65.6 | | |
$ | 37.7 | | |
$ | 23.6 | | |
$ | (1,052.4 | ) | |
$ | (925.6 | ) | |
$ | 5.2 | | |
$ | 4,025.5 | |
Note
11 provides additional information on shareholders’ equity.
The
notes are an integral part of unaudited condensed consolidated interim financial information.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
1. THE COMPANY
Background and description of the business
Amer Sports, Inc. (formerly Amer Sports Management Holding (Cayman) Limited) (the “Company”) was founded on January 3, 2020
and is incorporated and domiciled in Grand Cayman, the Cayman Islands. The Company’s registered office is Cricket Square, Hutchins
Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. The Company and its consolidated subsidiaries are referred to as the “Group”
or “Amer Sports”. The ultimate parent company of the Group is Amer Sports Holding (Cayman) Limited (the “parent company”).
Amer Sports is a global platform of sport and outdoor brands, including
Arc’teryx, Salomon, Wilson, Atomic and Peak Performance. Amer Sports manufactures, markets and sells sports equipment, apparel,
and footwear through wholesale and direct to consumer channels globally and has a sales network in 34 countries, with North America, Europe,
Asia and China being the main market areas.
On January 31, 2024, the Company completed the initial public offering
(“IPO”) of 105,000,000 ordinary shares at an initial offering price of $13.00 and began trading on the New York Stock Exchange
under the ticker “AS” on February 1, 2024. The IPO closed on February 5, 2024, raising $1.37 billion in gross proceeds, and
the underwriters subsequently exercised a portion of their overallotment option to purchase additional shares of 7,875,000 at the initial
offering price of $13.00, raising $102.4 million in additional gross proceeds on February 6, 2024.
On February 8, 2024, the underwriters exercised the remaining portion
of the option to purchase additional shares of 7,875,000 at the initial offering price of $13.00, raising an additional $102.4 million
in further additional gross proceeds.
Seasonality
Although the Group operates in a number of sporting
goods segments during all four seasons, its business is subject to seasonal fluctuations. Historically, the fourth quarter of a financial
year has been the strongest quarter for the Group in terms of both net sales and profitability, primarily due to higher sales through
the Company’s DTC channel compared to the rest of the year and a higher share of fall and winter collections in the Group’s Technical
Apparel and Outdoor Performance segments. The Ball & Racquet Sports segment is generally more consistent across fiscal quarters.
Working capital requirements typically increase throughout the second and third fiscal quarters as inventory builds to support the Group’s
peak shipping and selling period which typically occurs from August to December. Cash provided by operating activities is typically highest
in the first fiscal quarter due to the significant inflows associated with the peak selling season.
2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
Basis of preparation
These unaudited condensed consolidated interim
financial statements as of and for the three months ended March 31, 2024 have been prepared in accordance with International Accounting
Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”)
as at January 1, 2024.
The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report
is to be read in conjunction with the annual report for the year ended December 31, 2023. The accounting policies adopted are consistent
with those of the previous financial year and corresponding interim reporting period.
The unaudited condensed consolidated interim financial statements are
presented in millions of U.S. dollars (“$” or “USD”). Effective February 1, 2024, management determined that Amer
Sports, Inc.’s functional currency changed from euro (“EUR”) to USD, which has been accounted for on a prospective basis.
The change in functional currency was driven by the capital structure change of Amer Sports, Inc., due to the IPO, debt refinancing, and
related transaction expenses incurred, which were primarily denominated in U.S. dollars. Future equity issuances and cash flows of the
Company will be in USD.
The presented figures and percentages are subject to rounding adjustments,
which may cause discrepancies between the sum of the individual figures and the presented aggregated column and row totals. The figures
have been prepared under the historical cost basis except for the revaluation of financial instruments that are measured at revalued amounts
or fair values at the end of each reporting period as well as derivative financial instruments at fair value. The unaudited condensed
consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
the settlement of liabilities and commitments in the normal course of the business.
New and amended standards and interpretations
The Group has applied the following new and revised standards, amendments and interpretations that are required to be applied as of January
1, 2024:
· IAS 1 (amendment): Classification of Liabilities as Current or Non-current, Non-current liabilities with Covenants - no
material impact
· IFRS 16 (amendment): Lease liability in a Sale and Leaseback - no material impact
· IAS 7 and IFRS 7 (amendment):
Supplier finance arrangements - no material impact
Significant accounting judgments, estimates, and assumptions
When preparing the unaudited condensed interim financial statements,
the Group’s management makes judgments and estimates influencing the content of the unaudited condensed interim financial statements and
it must exercise its judgment regarding the application of accounting policies. Management continuously evaluates the judgments and estimates
it uses.
The significant judgments made and the estimates used by management
have been applied in the same manner as reported in the consolidated financial statements for the years ended December 31, 2023 and 2022.
3. SEGMENT REPORTING
The Group’s Chief Operating Decision Maker (“CODM”) reviews
results of operations to make decisions about allocating resources and assessing performance. Based on the current reporting structures,
decision-making processes and considering the aggregation criteria in IFRS 8.12, the Company identified three reportable segments: Technical
Apparel, Outdoor Performance and Ball & Racquet Sports.
The Company measures each segment’s performance based on revenue and adjusted
operating profit as these are the measures used by the CODM for assessing the performance of operating segments and allocating resources.
Information
on reportable segments
For the three months ended March 31, 2024
In
millions | |
Technical
Apparel | | |
Outdoor
Performance | | |
Ball
& Racquet Sports | | |
Reconciliation7 | | |
Group | |
Revenue | |
$ | 510.3 | | |
$ | 400.0 | | |
$ | 272.6 | | |
$ | - | | |
$ | 1,182.9 | |
Depreciation and amortization | |
$ | 28.0 | | |
$ | 25.3 | | |
$ | 7.6 | | |
$ | 1.6 | | |
$ | 62.5 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted operating profit | |
$ | 117.3 | | |
$ | 19.4 | | |
$ | 10.8 | | |
$ | (17.7 | ) | |
$ | 129.8 | |
Adjustments | |
| | | |
| | | |
| | | |
| | | |
| | |
PPA1 | |
| | | |
| | | |
| | | |
| | | |
| (10.7 | ) |
Restructuring
expenses2 | |
| | | |
| | | |
| | | |
| | | |
| (0.9 | ) |
Impairment
losses on goodwill and intangible assets3 | |
| | | |
| | | |
| | | |
| | | |
| - | |
Expenses
related to transaction activities4 | |
| | | |
| | | |
| | | |
| | | |
| (5.8 | ) |
Expenses
related to certain legal proceedings5 | |
| | | |
| | | |
| | | |
| | | |
| - | |
Expenses
related to share-based incentive plans6 | |
| | | |
| | | |
| | | |
| | | |
| (3.4 | ) |
Finance cost | |
| | | |
| | | |
| | | |
| | | |
| (82.3 | ) |
Loss on debt extinguishment | |
| | | |
| | | |
| | | |
| | | |
| (14.3 | ) |
Finance income | |
| | | |
| | | |
| | | |
| | | |
| 2.7 | |
Income before tax | |
| | | |
| | | |
| | | |
| | | |
$ | 15.1 | |
1
Purchase Price Adjustments (PPA) include amortization and depreciation on the fair value adjustments of intangible and tangible
assets resulting from Amer Sports' acquisition in 2019. For further information, please refer to note Note 1 in the Group’s annual
report on Form 20-F for the year ended December 31, 2023.
2 Includes expenses for restructuring from severance, exit and termination events.
3 Includes impairment losses on goodwill and intangible assets.
4 Includes advisory fees in connection with M&A activities and non-recurring costs associated with the IPO.
5 Includes expenses related to certain significant legal proceedings.
6 Includes expenses for the share-based payments and for fixed cash compensation on stock options vested at period end.
7 Includes corporate expenses, which have not been allocated to the reportable segments.
For the three months ended March 31, 2023
In
millions | |
Technical
Apparel | | |
Outdoor
Performance | | |
Ball
& Racquet Sports | | |
Reconciliation6 | | |
Group | |
Revenue | |
$ | 355.2 | | |
$ | 377.5 | | |
$ | 317.6 | | |
| - | | |
$ | 1,050.3 | |
Depreciation and amortization | |
$ | 20.5 | | |
$ | 23.7 | | |
$ | 6.3 | | |
$ | 1.5 | | |
$ | 52.0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Adjusted operating profit | |
$ | 83.1 | | |
$ | 31.1 | | |
$ | 45.8 | | |
$ | (18.8 | ) | |
$ | 141.2 | |
Adjustments | |
| | | |
| | | |
| | | |
| | | |
| | |
PPA1 | |
| | | |
| | | |
| | | |
| | | |
| (10.6 | ) |
Restructuring
expenses2 | |
| | | |
| | | |
| | | |
| | | |
| - | |
Impairment
losses on goodwill and intangible assets3 | |
| | | |
| | | |
| | | |
| | | |
| - | |
Expenses
related to transaction activities4 | |
| | | |
| | | |
| | | |
| | | |
| (0.2 | ) |
Expenses
related to certain legal proceedings5 | |
| | | |
| | | |
| | | |
| | | |
| - | |
Finance cost | |
| | | |
| | | |
| | | |
| | | |
| (86.1 | ) |
Loss on debt extinguishment | |
| | | |
| | | |
| | | |
| | | |
| - | |
Finance income | |
| | | |
| | | |
| | | |
| | | |
| 1.3 | |
Income before tax | |
| | | |
| | | |
| | | |
| | | |
$ | 45.6 | |
1
PPA includes amortization and depreciation on the fair value adjustments of intangible and tangible assets resulting from
Amer Sports' acquisition in 2019. For further information, please refer to note Note 1 in the Group’s annual report on Form 20-F
for the year ended December 31, 2023.
2
Includes expenses for restructuring from severance, exit and termination events.
3 Includes impairment losses on goodwill and intangible assets.
4
Includes advisory fees in connection with M&A activities and non-recurring costs associated with the IPO.
5 Includes expenses related to certain significant legal proceedings.
6 Includes corporate expenses, which have not been allocated to the reportable segments.
The Company does not present other items of the interim consolidated statement of income and other comprehensive income and loss as well as assets and liabilities per segment as such information is not evaluated or used by the CODM for decision-making purposes on a regular basis.
The majority (76.7% and 77.5% as of March
31, 2024 and December 31, 2023, respectively) of non-current assets, comprising of goodwill, other intangible assets, property,
plant and equipment as well as right-of-use assets are located in Finland. No other country is deemed individually material for the
Group in all periods presented for the purpose of this disclosure.
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Amer Sports operates primarily in one
industry — the design, manufacturing, distribution, selling and marketing of sporting goods, apparel and footwear.
The Group is managed through its global brands supported by regional sales organizations and group wide platforms such as global operations and sourcing, IT and finance.
Amer Sports brands operate in the following key categories:
Technical Apparel. Technical Apparel includes
Arc’teryx and Peak Performance.
Outdoor Performance. Outdoor Performance includes Salomon, Atomic, Armada and ENVE. Ball &
Racquet Sports.
Ball & Racquet Sports includes Wilson, Demarini, Louisville Slugger, Evoshield, and ATEC.
Geographic revenues are presented according to customers’ location.
GEOGRAPHIC BREAKDOWN OF REVENUES
| |
Three
months ended March 31, | |
In millions | |
2024 | | |
2023 | |
EMEA1 | |
$ | 358.7 | | |
$ | 356.9 | |
Americas2 | |
| 409.5 | | |
| 409.6 | |
Greater
China3 | |
| 310.3 | | |
| 205.6 | |
Asia
Pacific4 | |
| 104.4 | | |
| 78.2 | |
Total | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
1
Consists of Europe, the Middle East and Africa. The revenue generated in this region primarily consists of sales in France, Germany,
the UK, Austria, Switzerland, Sweden, Norway, Italy and Spain. No country in the region generated more than 10% of the total Group revenue
in any of the periods presented.
2
Consists of the United States, Canada and certain countries in Latin America. Revenue generated in the United States comprised 75% and
79% of the sales of the region for the three months ended March 31, 2024 and 2023, respectively. Except for the United States, no country
in the region generated more than 10% of the total Group revenue in any of the periods presented.
3
Consists of Mainland China, Hong Kong, Taiwan and Macau. Revenue generated in Mainland China comprised 94% of the sales of the region
for the three months ended March 31, 2024 and 2023. Except for Mainland China, no country in the region generated more than 10% of the
total Group revenue in any of the periods presented.
4
Excludes Greater China. The Company has own sales companies in Japan, South Korea, Australia and Malaysia. No country in the region generated
more than 10% of the total Group revenue in any of the periods presented.
BREAKDOWN OF REVENUES BY SEGMENT
| |
Three months
ended March 31, | |
In millions | |
2024 | | |
2023 | |
Technical Apparel | |
$ | 510.3 | | |
$ | 355.2 | |
Outdoor Performance | |
| 400.0 | | |
| 377.5 | |
Ball & Racquet Sports | |
| 272.6 | | |
| 317.6 | |
Total | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
BREAKDOWN OF REVENUES BY CHANNEL
| |
Three months
ended March 31, | |
In millions | |
2024 | | |
2023 | |
Wholesale | |
$ | 694.4 | | |
$ | 702.8 | |
DTC | |
| 488.5 | | |
| 347.5 | |
Total | |
$ | 1,182.9 | | |
$ | 1,050.3 | |
The Company did not recognize 10% or more
of total revenue with any one single customer in any of the periods presented.
CONTRACT BALANCES
Contract liabilities amounted to $25.8 million
as of March 31, 2024 (as of December 31, 2023: $25.0 million) and primarily relate to advance payments received as well as accrued discounts
and rebates. The Company expects that these contract liabilities will result in revenue within one year.
5. SHARE-BASED PAYMENTS
Employee Stock Ownership Plan 2019 and Employee Stock Ownership
Plan 2023
The Board approved the Employee Stock Ownership Plan 2023 (“2023 ESOP”) in January 2023. The objectives of the Employee Stock Ownership Plan 2019 (“2019 ESOP”) and 2023 ESOP are to align the interest of the shareholders and key employees in order to increase the value of the Company in the long-term, and to commit key employees to the Company. The 2019 ESOP and 2023 ESOP provide for awards in the form of stock options to the Group’s key employees, and it is an equity-settled arrangement, except for stock options granted to certain employees which allow them to elect for shares or cash settlement.
The maximum number of options under the 2019 ESOP and 2023 ESOP that may be granted is 3% and 1.2% respectively of all of the Company’s issued and outstanding shares.
Subject to a participant’s continued employment, options granted under the 2019 ESOP and 2023 ESOP will vest upon satisfaction of vesting conditions set out in an award agreement and an exit event (a public offering of the shares of the Company or a sale of a controlling majority of the shares in the Company or Amer Sports Corporation or any of its holding companies or the sale of the majority of the business assets of the Group) (the “exit event”).
In addition to an exit event, 35% of the options granted are time-vested, which vest evenly on an annual basis over 3 to 5 years, 65% of the options granted are with Group and/or brand performances.
The vesting of the options is subject to an exit event, which is a non-market performance condition. Share-based payment expenses for equity-settled awards and cash-settled awards have been recognized for the year ended December 31, 2023, as management deemed the public offering of the shares of the Company probable as of December 28, 2023. The expenses were booked against Other reserves for the equity-settled awards and against Other liabilities for the cash-settled awards, which reflected the vesting through the date the awards became probable of being earned.
Prior to the vesting of the option awards
under the 2019 ESOP and 2023 ESOP plans, the Company made modification of the terms of the awards.
On December 28, 2023, the Company modified
certain stock options under the 2019 ESOP and 2023 ESOP plans to increase the exercise price, with cash compensation payable upon vesting. For cash-settled awards,
the modified terms have been reflected in the remeasurement of the liability as of December 31, 2023. On January 4, 2024, the
exercise price currency of all options was converted from EUR to USD. On January 22, 2024, the Company removed the choice of
settlement between cash and equity for certain employees. Thus, those options will be settled in equity instruments of the Company.
On January 29, 2024, certain options granted with Group performance vesting conditions were modified to lower the threshold for
vesting of certain options upon IPO.
The incremental fair value of the modified
options at the dates of the modifications was determined based on a Monte Carlo simulation model. For equity-settled awards, the
incremental compensation cost will be recognized as an expense over the remaining vesting period, starting from the modification
date. For cash-settled awards, the modified terms have been reflected in the remeasurement of the liability as of March 31, 2024.
2019 ESOP:
During the three months ended March 31,
2024, no options were granted, forfeited or exercised under the 2019 ESOP plan. The options outstanding at March 31, 2024 had a
weighted average exercise price of $9.40 and a remaining contractual life of 5.75 years (December 31, 2023: 6 years).
2023 ESOP:
During the three months ended March 31,
2024, no options were granted, forfeited or exercised under the 2023 ESOP plan. The options outstanding at March 31, 2024 had an
exercise price of $11.68 and a remaining contractual life of 5.75 years (December 31, 2023: 6 years).
Fair value of options granted
The fair value of the options has been measured using a Monte Carlo simulation model. Service and non-market performance conditions attached to the options were not taken into account in measuring fair value. Market performance condition was taken into account in measuring fair value. Equity-settled awards are measured on the grant date while cash-settled awards are remeasured until settlement.
The inputs used in the measurement of the fair values of equity-settled awards at the respective grant dates and the re-measurement of the fair values of cash-settled awards at the period end dates were as follows:
2019 ESOP: | |
Equity-settled awards | |
Cash-settled awards |
|
| |
March 31, 2024 | |
March 31, 2024 |
|
| |
Fair
value at
re-measurement dates: | |
Remeasured
fair value at
period end dates: |
|
Cash compensation payable of group performance
based options | |
N/A | |
$0.58 - $4.82 |
|
Fair
value of underlying share at re-measurement dates | |
$13.00
- $18.94 | |
N/A |
|
Exercise
price | |
$7.70
- $12.63 | |
N/A |
|
Expected
volatility | |
39.8%
- 44.4% | |
43.0% |
|
Expected
life | |
1.03
- 5.19 years | |
2.83
years |
|
Expected
dividends | |
0% | |
0% |
|
Risk-free
interest rate | |
4.0%
- 4.8% | |
4.4% |
|
2023 ESOP: | |
Equity-settled awards | |
Cash-settled awards |
|
| |
March 31, 2024 | |
March 31, 2024 |
|
| |
Fair
value at grant
re-measurement dates: | |
Remeasured fair value
at
period end dates: |
|
Cash compensation payable of group performance based options | |
N/A | |
$0.61 - $3.62 |
|
Fair value of underlying share at re-measurement dates | |
$13.00 - $18.94 | |
N/A |
|
Exercise price | |
$7.70 - $14.19 | |
N/A |
|
Expected volatility | |
39.8% - 43.6% | |
43.0% |
|
Expected life | |
1.03 - 3.61 years | |
2.83 years |
|
Expected dividends | |
0% | |
0% |
|
Risk-free interest rate | |
4.1% - 4.8% | |
4.4% |
|
Expected volatility has been based on the historical volatility
of the comparable companies’ share price, particularly over the historical period commensurate with the expected life of the options.
Amer Sports, Inc. 2024 Omnibus Incentive Plan
On January 31, 2024,
the Board approved the Amer Sports, Inc. 2024 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) which provides for
restricted stock units (“RSU”) including incentive stock options, nonqualified stock options, share appreciation rights,
restricted shares, restricted share units, performance awards, other cash-based awards and other share-based awards. Under the
Omnibus Incentive Plan, the Company is authorized to issue up to 38,759,968 shares. During the first quarter 2024, the Company
granted 53,844 RSUs under this plan to members of the Board of Directors, which will vest on the one-year anniversary of the
effective date of the Company’s IPO subject to the participants’ continued service. During the first quarter 2024,
the Company recorded expenses amounting to $0.1 million for the RSUs granted under the Omnibus Incentive Plan.
6.
FINANCE INCOME AND COST
| |
Three months
ended March 31, | |
In millions | |
2024 | | |
2023 | |
Finance income | |
$ | 2.7 | | |
$ | 1.3 | |
| |
| | | |
| | |
Finance cost | |
| | | |
| | |
Interest cost to related parties | |
| (21.8 | ) | |
| (48.8 | ) |
Interest cost on other interest bearing debt | |
| (46.5 | ) | |
| (34.8 | ) |
Exchange rate losses | |
| (11.7 | ) | |
| (0.0 | ) |
Other finance cost | |
| (2.3 | ) | |
| (2.5 | ) |
| |
| (82.3 | ) | |
| (86.1 | ) |
| |
| | | |
| | |
Loss on debt extinguishment | |
| (14.3 | ) | |
| - | |
Net finance cost | |
$ | (93.9 | ) | |
$ | (84.8 | ) |
By February 16, 2024, all remaining
borrowings under the old term loan facility under the Senior Facilities Agreement with a carrying value of $1.86 billion as of
December 2023 and the remaining borrowings from the bilateral facility with Standard Chartered and the old revolving credit facility
under the Senior Facilities Agreement with a carrying value in the amount of $90 million and $291 million, respectively, as of
December 2023 were repaid. As a result of the repayment, the Company recorded a loss on the early extinguishment of debt of $14.3
million for the three months ended March 31, 2024.
7. INCOME TAXES
In accordance with IAS 34 Interim Financial Reporting, income tax expense for the condensed consolidated interim financial statements is calculated on the basis of the average annual tax rate that is expected for the entire fiscal year, adjusted for the tax effect of certain items recognized in the full interim period. As such, the effective tax rate in the consolidated interim financial statements may differ from management’s best estimate of the effective rate.
The
effective tax rate was 54% for the three months ended March 31, 2024 and 58% for the three months ended March 31, 2023. The change in
effective tax rate from the three months ended March 31, 2023 to the three months ended March 31, 2024 was due to a decrease of non-deductible
interest expenses.
The Organization for Economic Co-operation and Development Pillar Two guidelines published to date include transition and safe harbor
rules around the implementation of the Pillar Two global minimum tax of 15%. Based on current enacted legislation effective in 2024, the
legislation does not have a material impact on the Group’s financial results. The Company is monitoring developments and evaluating the
impacts these new rules will have on its future income tax provision and effective income tax rate.
8. INTANGIBLE ASSETS
During the three months ended March 31, 2024, there were no significant additions, disposals or impairments.
Impairment review
Impairment tests of goodwill and intangible assets with indefinite useful lives, such as trademarks, are performed when management has identified indications of impairment or once a year when business plans for the next strategic planning horizon are approved by management.
Goodwill is monitored by management at Cash Generating Unit (“CGU”) level, the level at which it and other intangible assets with indefinite lives are tested for impairment. The CGUs in the Group are the following: Winter Sports Equipment, Salomon, Arc’teryx, Ball & Racquet Sports and Peak Performance.
Management has considered whether any impairment indicators existed at the reporting date, and has concluded that the carrying amounts of goodwill and intangible assets with indefinite useful lives are fully recoverable as at March 31, 2024.
9.
PROPERTY, PLANT AND EQUIPMENT
| |
| | |
| | |
| | |
Advances paid | | |
Property, | |
| |
| | |
| | |
Machinery | | |
and | | |
plant | |
| |
| | |
Buildings and | | |
and | | |
construction | | |
and | |
In millions | |
Land | | |
constructions | | |
equipment | | |
in progress | | |
equipment | |
Initial cost at January 1, 2024 | |
$ | 35.9 | | |
$ | 374.9 | | |
$ | 457.0 | | |
$ | 74.9 | | |
$ | 942.7 | |
Additions | |
| - | | |
| 6.8 | | |
| 5.2 | | |
| 25.4 | | |
| 37.4 | |
Divestments and disposals | |
| - | | |
| - | | |
| (0.1 | ) | |
| (4.1 | ) | |
| (4.2 | ) |
Transfers | |
| - | | |
| 6.4 | | |
| 2.6 | | |
| (9.0 | ) | |
| - | |
Translation differences | |
| (0.6 | ) | |
| (6.3 | ) | |
| (8.7 | ) | |
| (1.3 | ) | |
| (16.9 | ) |
Balance at March 31, 2024 | |
$ | 35.3 | | |
$ | 381.8 | | |
$ | 456.0 | | |
$ | 85.9 | | |
$ | 959.0 | |
Accumulated depreciation and impairment losses at January 1, 2024 | |
| - | | |
| 201.1 | | |
| 299.7 | | |
| - | | |
| 500.8 | |
Depreciation during the period | |
| - | | |
| 10.3 | | |
| 10.5 | | |
| - | | |
| 20.8 | |
Divestments and disposals | |
| - | | |
| (3.0 | ) | |
| (1.2 | ) | |
| - | | |
| (4.2 | ) |
Transfers | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Translation differences | |
| - | | |
| (3.3 | ) | |
| (6.0 | ) | |
| - | | |
| (9.3 | ) |
Balance at March 31, 2024 | |
| - | | |
| 205.1 | | |
| 303.0 | | |
| - | | |
| 508.1 | |
Balance at March 31, 2024 | |
$ | 35.3 | | |
$ | 176.7 | | |
$ | 153.0 | | |
$ | 85.9 | | |
$ | 450.9 | |
10. VALUATION PROVISIONS OF INVENTORIES
Gross
and net inventories
| |
March 31, | | |
December 31, | |
In millions | |
2024 | | |
2023 | |
Gross inventories | |
$ | 1,135.9 | | |
$ | 1,129.0 | |
Net realizable value valuation provision | |
| (35.3 | ) | |
| (29.4 | ) |
Net inventories | |
$ | 1,100.6 | | |
$ | 1,099.6 | |
| |
| | | |
| | |
| |
| March
31, | | |
| December
31, | |
In millions | |
| 2024 | | |
| 2023 | |
Net inventories | |
| | | |
| | |
Raw materials and consumables | |
$ | 46.5 | | |
$ | 45.0 | |
Work in progress | |
| 45.4 | | |
| 48.7 | |
Finished goods | |
| 1,008.7 | | |
| 1,005.9 | |
Total | |
$ | 1,100.6 | | |
$ | 1,099.6 | |
11. SHAREHOLDERS’ EQUITY (DEFICIT)
The authorized share capital of the Company is EUR 75,000,000 divided into 2,495,175,000 shares of a nominal or par value of EUR 0.0300580119630888 each. As of March 31, 2024 there were 505,249,607 ordinary shares outstanding, amounting to share capital of $16.9 million. As of December 31, 2023 there were 115,220,745 A shares and 352,193 B shares outstanding, amounting to share capital of $642.2 million.
Immediately prior to the completion of the IPO, the Company (i) redesignated and reclassified each of the issued and outstanding class A voting shares and each of the issued and outstanding class B non-voting shares into a single class of ordinary shares, each entitled to one vote per share (collectively, the “Reclassification”) and (ii) effected a 3.3269-for-1 share split of its ordinary shares (the “Share Split”). Following the Reclassification and the Share Split, but before giving effect to the IPO, the Company had 384,499,607 ordinary shares issued and outstanding. After giving effect to the IPO, the Company has 505,249,607 ordinary shares issued and outstanding.
In addition to the Reclassification and the Share Split, the Company equitized a portion of Loans from related parties (comprised of the Investment Loan and Facility A Loan) in the amount of $2.54 billion (the “Equitization”), which resulted in an increase of Capital reserve. The Equitization is accounted for as a capital contribution.
In connection with the IPO, the Company eliminated the line item Reserves and instead introduced the Share premium, Capital reserve and Cash flow hedge reserve line items to be presented on the face of the consolidated statement of financial position. Certain amounts have been reclassified as of December 31, 2023 to conform to the current presentation. Share premium reflects the amount of IPO proceeds exceeding the par value. Capital reserve reflects the Equitization and suspension of interest relating to the Loans from related parties. Management believes that this presentation improves comparability to peers and investors’ understanding of the financial impact resulting from the IPO and the Equitization.
12. INTEREST-BEARING
LIABILITIES
| |
| Consolidated
statement | | |
| | |
| |
| of
financial position value | | |
| Nominal | |
In millions | |
| March
31, 2024 | | |
| interest
rates | |
Loans from financial institutions | |
$ | 2,021.0 | | |
| 6.75% - 8.58% | |
Loans from related parties | |
| - | | |
| - | |
Lease liabilities | |
| 373.7 | | |
| 5.53% | |
Other interest-bearing liabilities | |
| 6.2 | | |
| 8.58% | |
Total | |
$ | 2,400.9 | | |
| | |
| |
Consolidated statement | | |
| |
| |
of financial position
value | | |
Nominal | |
In
millions | |
December
31, 2023 | | |
interest
rates | |
Loans from financial institutions | |
$ | 2,154.4 | | |
| Long
term 7.65%, Short term
6.68% - 8.10% | |
Loans from related parties | |
| 4,077.0 | | |
| 5.68%, 8.20% | |
Lease liabilities | |
| 339.8 | | |
| 5.24% | |
Other interest-bearing liabilities | |
| 90.0 | | |
| 7.86% | |
Total | |
$ | 6,661.2 | | |
| | |
On February 16, 2024 the Company entered
into a new credit agreement, providing for (i) a new 7-year $500 million term loan facility, (ii) a new 7-year EUR 700 million term
loan facility and (iii) a new $710 million 5-year revolving credit facility (together, the “New Senior Secured Credit
Facilities”). The Company also issued $800 million of 6.750% new senior secured notes on the same day. As of March 31, 2024, no amounts were borrowed on the Revolving Credit Facility.
The net proceeds of the IPO, together with the net proceeds from the $500 million term loan facility, the EUR 700 million term loan facility and the $800 million notes issuance and additional cash on hands were used to repay (i) all remaining borrowings under the old term loan facility under the Senior Facilities Agreement with a carrying value of $1.86 billion as of December 2023 (recorded within Loans from financial institutions), (ii) the remaining borrowings from Loans from related parties after the Equitization as well as (iii) the remaining borrowings from the bilateral facility with Standard Chartered and the old revolving credit facility under the Senior Facilities Agreement with a carrying value in the amount of $90 million and $291 million, respectively, as of December 31, 2023 (both recorded within current interest-bearing liabilities ).
13. OTHER LIABILITIES
Other current liabilities
| |
March 31, | | |
December 31, | |
USD million | |
2024 | | |
2023 | |
Related to financing activities: | |
| | | |
| | |
Accrued interest | |
$ | 20.8 | | |
$ | 33.0 | |
Payables related to derivatives | |
| 12.0 | | |
| 31.2 | |
Related to operating and other activities: | |
| | | |
| | |
Liabilities for share-based payments | |
| 1.5 | | |
| 18.5 | |
Accrued personnel costs | |
| 128.3 | | |
| 148.0 | |
Accrued advertising and promotions | |
| 57.3 | | |
| 57.3 | |
Refund liabilities | |
| 33.2 | | |
| 35.5 | |
Value-added taxes | |
| 32.6 | | |
| 25.7 | |
Goods received not invoiced | |
| 36.7 | | |
| 25.7 | |
Contract liabilities | |
| 25.8 | | |
| 25.0 | |
Accrued royalties | |
| 11.6 | | |
| 8.5 | |
Other accrued liabilities | |
| 173.0 | | |
| 159.2 | |
Total | |
$ | 532.8 | | |
$ | 567.5 | |
14. PROVISIONS
In millions | |
Product warranty | | |
Restructuring | | |
Other | | |
Total | |
Balance at January 1, 2024 | |
$ | 24.2 | | |
$ | 2.2 | | |
$ | 9.0 | | |
$ | 35.4 | |
Translation differences | |
| (0.4 | ) | |
| - | | |
| (0.1 | ) | |
| (0.5 | ) |
Provisions made during the period | |
| 1.7 | | |
| - | | |
| 0.1 | | |
| 1.8 | |
Provisions used during the period | |
| (1.8 | ) | |
| (0.1 | ) | |
| (0.3 | ) | |
| (2.2 | ) |
Balance at March 31, 2024 | |
$ | 23.7 | | |
$ | 2.1 | | |
$ | 8.7 | | |
$ | 34.5 | |
| |
| | | |
| | | |
| | | |
| | |
Long-term provisions | |
| | | |
| | | |
| | | |
$ | 5.7 | |
Current provisions | |
| | | |
| | | |
| | | |
| 28.8 | |
Total | |
| | | |
| | | |
| | | |
$ | 34.5 | |
The majority of the provisions resulted from repair or replacement of products during their warranty period. The majority of warranty provisions are realized within one year.
15. COMMITMENTS
| |
March 31, | | |
December 31, | |
In millions | |
2024 | | |
2023 | |
Guarantees | |
$ | 23.5 | | |
$ | 15.7 | |
Other commitments | |
$ | 226.0 | | |
$ | 210.7 | |
There are no guarantees or contingencies given for the management of the Group, for the shareholders, or for the associated companies.
Ongoing litigations
The Group has extensive international operations and is involved in a number of legal proceedings, including product liability suits. These litigations are assessed on an ongoing basis by evaluating the probability of any potential financial impact. During the three months ended March 31, 2024, the Group did not account for any expenses related to legal proceedings.
Except for litigation in connection with the divestiture of a business unit, management does not consider the outcome of any other legal proceedings currently pending as probable and does not expect any materially adverse effect on the consolidated interim statement of income and other comprehensive income or loss or consolidated interim statement of financial position.
16. RELATED PARTY TRANSACTIONS
The scope of related parties is consistent
with those that were defined in the most recent Group’s annual report on Form 20-F.
ANTA Sports transactions with the Company comprise the following:
| |
Three months
ended March 31, | |
In millions | |
2024 | | |
2023 | |
Purchases of goods and services from ANTA Sports
and subsidiaries | |
$ | 1.9
| | |
$ | 6.3 | |
Sales to ANTA Sports and subsidiaries | |
| 2.4 | | |
| - | |
Sales to ANTA Sports are based on the same conditions that
apply to third parties.
Key management includes the Board of Directors of Amer Sports, Inc., the Board of Directors of Amer Sports Holding 3 Oy, the Executive Committee and the Executive Board.
Compensation to key management recognized in
earnings:
| |
Three months
ended March 31, | |
In millions | |
2024 | | |
2023 | |
Salaries and other short-term employee benefits | |
$ | 6.6 | | |
$ | 3.0 | |
Post-employment benefits | |
| 0.2 | | |
| 0.2 | |
Expenses
related to share-based incentive plans1 | |
| 7.6 | | |
| - | |
Other long-term benefits | |
| 0.1 | | |
| 0.1 | |
Total | |
$ | 14.5 | | |
$ | 3.3 | |
1 Includes expenses for the share-based payments and for fixed cash compensation on stock options vested at period end.
No remuneration was paid to the Board of Directors. Members of the Board of Directors do not have contractual retirement benefits with the Company, while certain members of the Board of Directors are participants to the Company’s Omnibus Incentive Plan.
The Company was granted the following long-term
loans from the parent company Amer Sports Holding (Cayman) Limited:
| |
March 31, | | |
December 31, | |
In millions | |
2024 | | |
2023 | |
Long-term loans from the parent company: | |
| | | |
| | |
Investment Loan | |
$ | - | | |
$ | 2,641.0 | |
Facility A Loan | |
| - | | |
| 1,436.5 | |
Total | |
$ | - | | |
$ | 4,077.5 | |
| |
| | | |
| | |
At the Group level, the loan was netted by upfront fees
related to the aforementioned loan. | |
| |
| | | |
| | |
|
|
Three months
ended March 31, |
|
In millions |
|
2024 |
|
|
2023 |
|
Interest expenses to the parent company: |
|
|
|
|
|
|
|
|
Investment Loan |
|
$ |
19.1 |
|
|
$ |
44.2 |
|
Facility A Loan |
|
|
2.5 |
|
|
|
4.6 |
|
Total |
|
$ |
21.6 |
|
|
$ |
48.8 |
|
The Investment Loan was an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrued interest at a rate equal to the percentage rate per annum which was the aggregate of the applicable margin of 4.00%, 4.25% or 4.50%, depending on the current leverage ratio, and EURIBOR for any loans in EUR, plus 0.25%. Approximately EUR 2.3 billion of this loan was equitized immediately prior to the completion of our IPO and EUR 125.5 million was set off against certain outstanding liabilities of Amer Sports Holding (Cayman) Limited, and all remaining liabilities were repaid in full in connection with our IPO.
The Facility A Loan was an unsecured loan from Amer Sports Holding (Cayman) Limited. Borrowings thereunder accrued interest at a rate equal to the percentage rate per annum which was the aggregate of the applicable margin of 2.00% or 1.75%, depending on the current leverage ratio, and EURIBOR, plus a margin to be determined from time to time. The Facility A Loan was repaid on February 6, 2024.
For the Investment Loan and Facility A Loan, the accrual of interest under both loans was suspended subsequent to December 31, 2022 in contemplation of the IPO and the related Equitization. The suspension of interest as well as the Equitization were accounted for as capital contributions. Refer to note 11 for further details on the Equitization.
The following balances are outstanding at the end of the
respective reporting periods in relation to transactions with related parties (except for the long-term loan from the parent company mentioned
above):
| |
March 31, | | |
December 31, | |
In millions | |
2024 | | |
2023 | |
ANTA Sports and subsidiaries | |
| | | |
| | |
Current payables (purchases of goods and services) | |
$ | 1.3
| | |
$ | 6.3 | |
Amer Sports Holding (Cayman) Limited | |
| | | |
| | |
Accounts receivable, net | |
| - | | |
| 18.0 | |
Other receivables | |
| - | | |
| 13.3 | |
Key management personnel | |
| | | |
| | |
Provisions short and long-term incentive | |
| 10.7 | | |
| 17.9 | |
Amer Sports Management Company (Cayman) Limited | |
| | | |
| | |
Loans from related parties taken in 2022 | |
| - | | |
| 11.9 | |
Interest expenses | |
| 0.1 | | |
| 0.8 | |
Low Tide Properties Ltd. | |
| | | |
| | |
Right-of-use asset / Lease liability | |
| 0.9 | | |
| 0.9 | |
Current payables to and receivables from ANTA Sports have a short
term maturity, are interest free and not secured.
17. BALANCE SHEET VALUES OF FINANCIAL ASSETS AND LIABILITIES BY MEASUREMENT CATEGORIES
| |
Financial assets/ | | |
Derivative financial | | |
Financial assets/ | | |
| | |
Carrying | |
March 31, 2024 | |
liabilities | | |
instruments used in | | |
liabilities | | |
Financial assets | | |
amount by | |
| |
at fair value through | | |
cash flow hedge | | |
measured at | | |
at fair value | | |
balance | |
In millions | |
profit and loss | | |
accounting | | |
amortized cost | | |
through OCI | | |
sheet item | |
NON-CURRENT FINANCIAL ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | |
Other non-current financial assets | |
$ | - | | |
$ | - | | |
$ | 69.6 | | |
$ | 9.1 | | |
$ | 78.7 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign exchange derivatives | |
| - | | |
| 0.1 | | |
| - | | |
| - | | |
| 0.1 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
CURRENT FINANCIAL ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | |
Hold-to-collect accounts receivable | |
| - | | |
| - | | |
| 530.3 | | |
| - | | |
| 530.3 | |
Available-for-sale factoring receivables | |
| - | | |
| - | | |
| - | | |
| 30.1 | | |
| 30.1 | |
Other non-interest yielding receivables2 | |
| - | | |
| - | | |
| 100.8 | | |
| - | | |
| 100.8 | |
Promissory notes2 | |
| - | | |
| - | | |
| - | | |
| 3.5 | | |
| 3.5 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign exchange derivatives | |
| 4.4 | | |
| 12.8 | | |
| - | | |
| - | | |
| 17.2 | |
Interest rate derivatives | |
| 3.2 | | |
| - | | |
| - | | |
| - | | |
| 3.2 | |
Cash and cash equivalents | |
| - | | |
| - | | |
| 337.3 | | |
| - | | |
| 337.3 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance by category at March 31, 2024 | |
$ | 7.6 | | |
$ | 12.9 | | |
$ | 1,038.0 | | |
$ | 42.7 | | |
$ | 1,101.2 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
LONG-TERM FINANCIAL LIABILITIES | |
| | | |
| | | |
| | | |
| | | |
| | |
Long-term interest-bearing liabilities | |
$ | - | | |
$ | - | | |
$ | 2,021.0 | | |
$ | - | | |
$ | 2,021.0 | |
Long-term lease liabilities | |
| - | | |
| - | | |
| 280.0 | | |
| - | | |
| 280.0 | |
Other long-term liabilities | |
| - | | |
| - | | |
| 20.6 | | |
| - | | |
| 20.6 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
CURRENT FINANCIAL LIABILITIES | |
| | | |
| | | |
| | | |
| | | |
| | |
Current interest-bearing liabilities | |
| - | | |
| - | | |
| 6.2 | | |
| - | | |
| 6.2 | |
Current lease liabilities | |
| - | | |
| - | | |
| 93.7 | | |
| - | | |
| 93.7 | |
Accounts payable | |
| - | | |
| - | | |
| 387.4 | | |
| - | | |
| 387.4 | |
Other current liabilities3 | |
| - | | |
| - | | |
| 481.5 | | |
| - | | |
| 481.5 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign exchange derivatives | |
| 4.3 | | |
| 7.4 | | |
| - | | |
| - | | |
| 11.7 | |
Interest rate derivatives | |
| - | | |
| 0.3 | | |
| - | | |
| - | | |
| 0.3 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance by category at March 31, 2024 | |
$ | 4.3 | | |
$ | 7.7 | | |
$ | 3,290.4 | | |
$ | - | | |
$ | 3,302.4 | |
| |
Financial assets/ | | |
Derivative financial | | |
Financial assets/ | | |
| | |
Carrying | |
December 31, 2023 | |
liabilities | | |
instruments used in | | |
liabilities | | |
Financial assets | | |
amount by | |
| |
at fair value through | | |
cash flow hedge | | |
measured at | | |
at fair value | | |
balance | |
In millions | |
profit and loss | | |
accounting | | |
amortized cost | | |
through OCI | | |
sheet item | |
NON-CURRENT FINANCIAL ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | |
Other non-current financial assets | |
$ | - | | |
$ | - | | |
$ | 70.2 | | |
$ | 9.2 | | |
$ | 79.4 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest rate derivatives | |
| 3.3 | | |
| - | | |
| - | | |
| - | | |
| 3.3 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
CURRENT FINANCIAL ASSETS | |
| | | |
| | | |
| | | |
| | | |
| | |
Hold-to-collect accounts receivable | |
| - | | |
| - | | |
| 597.2 | | |
| - | | |
| 597.2 | |
Available-for-sale factoring receivables | |
| - | | |
| - | | |
| - | | |
| 2.6 | | |
| 2.6 | |
Other non-interest yielding receivables2 | |
| - | | |
| - | | |
| 118.0 | | |
| - | | |
| 118.0 | |
Promissory notes2 | |
| - | | |
| - | | |
| - | | |
| 6.8 | | |
| 6.8 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign exchange derivatives | |
| 3.9 | | |
| 8.5 | | |
| - | | |
| - | | |
| 12.5 | |
Interest rate derivatives | |
| - | | |
| 0.8 | | |
| - | | |
| - | | |
| 0.8 | |
Cash and cash equivalents | |
| - | | |
| - | | |
| 483.4 | | |
| - | | |
| 483.4 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance by category at December 31, 2023 | |
$ | 7.2 | | |
$ | 9.3 | | |
$ | 1,268.8 | | |
$ | 18.6 | | |
$ | 1,303.9 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
LONG-TERM FINANCIAL LIABILITIES | |
| | | |
| | | |
| | | |
| | | |
| | |
Long-term interest-bearing liabilities | |
$ | - | | |
$ | - | | |
$ | 5,940.4 | | |
$ | - | | |
$ | 5,940.4 | |
Long-term lease liabilities | |
| - | | |
| - | | |
| 250.4 | | |
| - | | |
| 250.4 | |
Other long-term liabilities | |
| - | | |
| - | | |
| 27.6 | | |
| - | | |
| 27.6 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign exchange derivatives | |
| - | | |
| 1.8 | | |
| - | | |
| - | | |
| 1.8 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
CURRENT FINANCIAL LIABILITIES | |
| | | |
| | | |
| | | |
| | | |
| | |
Current interest-bearing liabilities | |
| - | | |
| - | | |
| 381.0 | | |
| - | | |
| 381.0 | |
Current lease liabilities | |
| - | | |
| - | | |
| 89.4 | | |
| - | | |
| 89.4 | |
Accounts payable | |
| - | | |
| - | | |
| 426.5 | | |
| - | | |
| 426.5 | |
Other current liabilities3 | |
| - | | |
| - | | |
| 507.8 | | |
| - | | |
| 507.8 | |
Derivative financial instruments1 | |
| | | |
| | | |
| | | |
| | | |
| | |
Foreign exchange derivatives | |
| 9.6 | | |
| 21.2 | | |
| - | | |
| - | | |
| 30.8 | |
Interest rate derivatives | |
| - | | |
| 0.4 | | |
| - | | |
| - | | |
| 0.4 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance by category at December 31, 2023 | |
$ | 9.6 | | |
$ | 23.4 | | |
$ | 7,623.1 | | |
$ | - | | |
$ | 7,656.1 | |
1 The values as per the consolidated interim statement
of financial position of the derivatives have been recorded as they are disclosed in the Group’s consolidated statement of financial
position and fair value reserve, and therefore cannot be reconciled with their actual fair values.
| |
March 31, | | |
December 31, | |
In millions | |
2024 | | |
2023 | |
2 Other non-interest yielding receivables | |
| | | |
| | |
Prepaid expenses and other receivables | |
$ | 164.7 | | |
$ | 162.3 | |
Other tax receivables | |
| 40.0 | | |
| 24.3 | |
Derivative financial instruments | |
| 20.4 | | |
| 13.2 | |
Promissory notes | |
| 3.5 | | |
| 6.8 | |
Total | |
$ | 100.8 | | |
$ | 118.0 | |
| |
| | | |
| | |
3 Other current liabilities | |
| | | |
| | |
Accrued liabilities | |
$ | 532.8 | | |
$ | 567.5 | |
Other tax liabilities | |
| 39.3 | | |
| 28.5 | |
Derivative financial instruments | |
| 12.0 | | |
| 31.2 | |
Total | |
$ | 481.5 | | |
$ | 507.8 | |
The following table presents the Group’s financial assets and liabilities that are measured at fair value at March 31, 2024:
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets | |
| | | |
| | | |
| | | |
| | |
Financial assets at fair value through profit or loss | |
$ | - | | |
$ | 7.6 | | |
$ | - | | |
$ | 7.6 | |
Derivative financial instruments used in hedge accounting | |
| - | | |
| 12.9 | | |
| - | | |
| 12.9 | |
Other non-current financial assets at fair value through OCI | |
| - | | |
| - | | |
| 42.7 | | |
| 42.7 | |
Total | |
$ | - | | |
$ | 20.5 | | |
$ | 42.7 | | |
$ | 63.2 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Financial liabilities at fair value through profit or loss | |
$ | - | | |
$ | 4.3 | | |
$ | - | | |
$ | 4.3 | |
Derivative financial instruments used in hedge accounting | |
| - | | |
| 7.8 | | |
| - | | |
| 7.8 | |
Total | |
$ | - | | |
$ | 12.1 | | |
$ | - | | |
$ | 12.1 | |
The
following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2023:
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets | |
| | | |
| | | |
| | | |
| | |
Financial assets at fair value through profit or loss | |
$ | - | | |
$ | 7.2 | | |
$ | - | | |
$ | 7.2 | |
Derivative financial instruments used in hedge accounting | |
| - | | |
| 9.3 | | |
| - | | |
| 9.3 | |
Other non-current financial assets at fair value through OCI | |
| - | | |
| - | | |
| 18.6 | | |
| 18.6 | |
Total | |
$ | - | | |
$ | 16.5 | | |
$ | 18.6 | | |
$ | 35.1 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Financial liabilities at fair value through profit or loss | |
$ | - | | |
$ | 9.6 | | |
$ | - | | |
$ | 9.6 | |
Derivative financial instruments used in hedge accounting | |
| - | | |
| 23.4 | | |
| - | | |
| 23.4 | |
Total | |
$ | - | | |
$ | 33.0 | | |
$ | - | | |
$ | 33.0 | |
Carrying amounts of current financial instruments carried
at amortized cost are reasonable approximation of fair value due to their short-term nature. Carrying amounts of loans from financial
institutions, loans from related parties, and other interest-bearing liabilities approximate their fair values because the loans are at
floating rate.
Level 1: The fair value of financial instruments traded
in active markets is based on quoted market prices at the end of the reporting period. The Group does not have any financial instrument
included in Level 1.
Level 2: The fair value of financial instruments that are
not traded in an active market (e.g. over-the-counter derivatives) is determined using valuation techniques that maximize the use of observable
market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument
are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based
on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
Carrying amounts of current financial instruments carried at
amortized cost are reasonable approximation of fair value due to their short-term nature.
The Group’s policy is to recognize transfers into
and out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between Levels 2 and 3 for recurring
fair value measurements during the reporting period.
The valuation process and valuation techniques, which are stated
in the most recent consolidated annual financial statements, are applicable in the reporting period.
Specific valuation techniques used to value financial instruments
include:
| • | for interest rate swaps – the present value of the estimated future cash flows based on observable
yield curves |
| • | for foreign currency forwards – the present value of future cash flows based on the forward exchange
rates at the consolidated statement of financial position, and |
| • | for other financial instruments – discounted cash flow analysis. |
All of the resulting fair value estimates
are included in Level 2, except for unlisted equity securities, promissory notes and available-for-sale factoring receivables, where the
fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
In cases where credit risk of counterparty is low and maturity is short-term, the carrying amount of such instrument approximates its
fair value.
The following table shows the valuation technique used in
measuring Level 3 fair values for financial instruments in the unaudited condensed consolidated interim statement of financial position,
as well as the significant unobservable inputs used.
Type |
Valuation technique |
Significant unobservable input |
Unlisted equity securities |
Market comparison approach: fair value of unlisted equity securities is determined by reference to market multiples of comparable listed
companies, adjusted by discount for lack of marketability. |
(i) Sales growth factor
(ii) Risk-adjusted discount rate |
|
|
|
Promissory notes |
The carrying amount approximates
fair value due to the short-term maturity of these instruments and low credit risk of counterparty. |
The
carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty. |
|
|
|
Available-for-sale factoring receivables |
The
carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty. |
The
carrying amount approximates fair value due to the short-term maturity of these instruments and low credit risk of counterparty. |
|
|
|
The following table presents the changes in Level 3 items during
the period:
| |
| | |
| | |
| | |
| |
In
millions | |
Unlisted
equity securities | | |
Promissory
notes | | |
Available-for-sale
factoring
receivables | | |
Total | |
Opening balance January 1, 2024 | |
$ | 9.2 | | |
$ | 6.8 | | |
$ | 2.6 | | |
$ | 18.6 | |
Additions | |
| - | | |
| 3.5 | | |
| 30.1 | | |
| 33.6 | |
Disposals | |
| - | | |
| (6.8 | ) | |
| (2.6 | ) | |
| (9.4 | ) |
Losses recognized in OCI | |
| (0.0 | ) | |
| - | | |
| - | | |
| (0.0 | ) |
Losses recognized in the consolidated statement of income* | |
| - | | |
| - | | |
| - | | |
| - | |
Closing balance March 31, 2024 | |
$ | 9.2 | | |
$ | 3.5 | | |
$ | 30.1 | | |
$ | 42.8 | |
* Gains or (losses) are recognized in financing costs.
The amount includes unrealized gains or (losses) recognized in the consolidated interim statement of income attributable to balances held
at the end of the reporting period, if any.
18. EARNINGS PER SHARE
The following table presents an overview of the calculated
basic and diluted earnings per share:
| |
Three months
ended March 31, | |
In millions (except
for share and earnings per share information) | |
2024 | | |
2023 | |
Income for the period, attributable to the owners of the Company | |
$ | 5.1 | | |
$ | 19.0 | |
Weighted-average number of ordinary shares (basic) | |
| 463,422,683 | | |
| 384,499,607 | |
Weighted-average number of ordinary shares (diluted) | |
| 466,345,776 | | |
| 384,499,607 | |
Earnings per share (basic) | |
$ | 0.01 | | |
$ | 0.05 | |
Earnings per share (diluted) | |
$ | 0.01 | | |
$ | 0.05 | |
The number of shares outstanding reflect a share split that became effective in January 2024, which was applied retrospectively to all
periods presented. Refer to Note 11 for further details on the Share Split.
The potentially dilutive effect of the stock
options resulting from the 2023 ESOP and 2019 ESOP plans were considered in the assessment under IAS 33 Earnings per Share for
the three months ended March 31, 2023. Given that the contingent vesting condition, the exit event, has not taken place in the respective
reporting period, the number of contingently issuable shares from the 2023 ESOP and 2019 ESOP plans were not included in the denominator
of diluted earnings per share for the three months ended March 31, 2023.
19. SUBSEQUENT EVENTS
Management has evaluated events subsequent to
March 31, 2024 and through May 21, 2024,
the date these unaudited condensed interim financial statements were authorized for issuance by the Board of Directors. The following
events which occurred subsequent to March 31, 2024 merited disclosure in these interim financial statements. Management determined that
no adjustments were required to the figures presented as a result of these events.
Disposals
On May 1, 2024, the Company completed the sale of its fully-consolidated subsidiary ENVE Composites LLC to a third-party for a purchase price of $20.0 million, which includes $15.5 million of cash proceeds and a $4.5 million promissory note at 6% interest due 2 years from closing, subject to certain adjustments as set forth in the purchase agreement.
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