Amer Sports, Inc 6-K, filed Nov 19, 2024
Amer Sports, Inc. (AS)
6-K
2024-11-19
For: 2024-09-30
View Original
Added on
April 10, 2026
About this 6-K
Amer Sports, Inc filed this 6-K on November 19, 2024.
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 November 2024
Commission File Number 001-41943
(Translation of registrant’s name into English)
(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 o
EXPLANATORY NOTE
On November 19, 2024, Amer Sports, Inc. (the “Company”) released its unaudited interim consolidated financial statements for the three and nine months ended September 30, 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of the Company and to be a part thereof from the date on which this Report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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:
| Exhibit Number | Description | |||||||
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: November 19, 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 and nine months ended September 30, 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, all references to “EUR” or “€” are to the euro and all references to “CNY” are to the Chinese yuan. 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. 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.
Unless otherwise indicated, all financial information contained herein is prepared and presented in accordance with IFRS Accounting 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, and Armada brands. On May 1, 2024, the Company sold ENVE, which was part of the Outdoor Performance segment. The ENVE business represented less than 1% of the Company’s net revenue and was not considered material to the Company's consolidated results of operations.
•Ball & Racquet Sports. Ball & Racquet Sports includes sports equipment, apparel, footwear 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 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 to date.
2
Key Financial Metrics
The following table summarizes certain key financial measures for the three and nine months ended September 30, 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 Accounting Standards. See “Results of Operations” for additional information and for the comparison discussion between the three and nine months ended September 30, 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.
In the third quarter of 2024, the Company changed its presentation of credit card processing fees in the consolidated statement of income and loss and other comprehensive income and loss, which were previously recorded as contra-revenue and have been reclassified as selling, general and administrative expenses. We believe this presentation better reflects the nature of the costs incurred by the Company. Prior year amounts have been reclassified to conform with current period presentation. The amounts reclassified were immaterial and had no impact on previously reported operating profit or net income/(loss). 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 additional information.
In the fourth quarter of 2023, the Company updated the presentation of Selling and marketing expenses and Administrative and other expenses on the face of the consolidated statement of loss and other comprehensive income and loss starting with the year ended December 31, 2023 to combine the line items into one line item named Selling, general and administrative expenses, for all periods presented. See Note 5. “Selling, general and administrative expenses,” to our unaudited consolidated financial statements included as Exhibit 99.2 to the Report on Form 6-K, for additional information.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Revenue | $ | 1,353.8 | $ | 1,153.1 | $ | 3,547.8 | $ | 3,072.9 | ||||||||||||||||||
Constant Currency Revenue (1) | $ | 1,346.1 | $ | 1,153.1 | $ | 3,576.7 | $ | 3,072.9 | ||||||||||||||||||
| Net income/(loss) attributable to equity holders | $ | 55.8 | $ | (37.7) | $ | 57.2 | $ | (115.6) | ||||||||||||||||||
| Net income/(loss) margin | 4.1 | % | (3.3) | % | 1.6 | % | (3.8) | % | ||||||||||||||||||
EBITDA (2) | $ | 247.9 | $ | 158.8 | $ | 473.7 | $ | 401.1 | ||||||||||||||||||
Adjusted EBITDA (2) | $ | 255.4 | $ | 176.9 | $ | 518.3 | $ | 422.1 | ||||||||||||||||||
Adjusted EBITDA Margin (2) | 18.9 | % | 15.3 | % | 14.6 | % | 13.7 | % | ||||||||||||||||||
Adjusted net income/(loss) attributable to equity holders (2) | $ | 71.1 | $ | (12.9) | $ | 146.0 | $ | (72.0) | ||||||||||||||||||
Segment Revenue | ||||||||||||||||||||||||||
| Technical Apparel | $ | 520.0 | $ | 388.7 | $ | 1,449.3 | $ | 1,054.7 | ||||||||||||||||||
| Outdoor Performance | $ | 533.6 | $ | 494.6 | $ | 1,241.2 | $ | 1,148.6 | ||||||||||||||||||
| Ball & Racquet Sports | $ | 300.2 | $ | 269.8 | $ | 857.3 | $ | 869.6 | ||||||||||||||||||
Segment Adjusted Operating Profit | ||||||||||||||||||||||||||
| Technical Apparel | $ | 104.0 | $ | 63.3 | $ | 279.1 | $ | 186.0 | ||||||||||||||||||
| Outdoor Performance | $ | 93.4 | $ | 88.3 | $ | 106.3 | $ | 103.2 | ||||||||||||||||||
| Ball & Racquet Sports | $ | 20.7 | $ | 2.4 | $ | 34.6 | $ | 55.6 | ||||||||||||||||||
(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.
3
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 Accounting Standards, 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. 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/(loss) attributable to equity holders of the Company, plus net income/(loss) attributable to non-controlling interests, income tax expense, finance cost, loss on debt extinguishment, 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 certain 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. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. For a reconciliation of EBITDA and Adjusted EBITDA to net income/(loss) and a reconciliation of Adjusted EBITDA Margin to net income/(loss) 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/(Loss)
We define Adjusted Net Income/(Loss) attributable to equity holders as net income/(loss) attributable to equity holders of the Company, with adjustments to exclude certain purchase price adjustments (“PPA”), which includes amortization and depreciation on the fair value adjustments of intangible and tangible assets resulting from Amer Sports' acquisition in 2019 ("the Acquisition"), loss from discontinued operations, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to transaction activities, expenses related to certain legal proceedings, certain share-based payments, loss on debt extinguishment, and related income tax expense. Adjusted Net Income/(Loss) may not be comparable to similarly titled metrics of other companies. For a reconciliation of Adjusted Net Income/(Loss) to Net Income/(Loss) 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 income/(loss) before tax for the segment plus finance cost and loss on debt extinguishment, and minus finance income with adjustments for PPA, restructuring expenses, impairment losses on goodwill and intangible assets, expenses related to transaction activities, expenses related to certain legal proceedings, and expenses related to certain share-based payments. 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.
4
Results of Operations
The following table sets forth our results of operations for the periods presented.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Revenue | $ | 1,353.8 | $ | 1,153.1 | $ | 3,547.8 | $ | 3,072.9 | ||||||||||||||||||
| Cost of goods sold | (606.5) | (564.9) | (1,593.5) | (1,460.5) | ||||||||||||||||||||||
| Gross profit | 747.3 | 588.2 | 1,954.3 | 1,612.4 | ||||||||||||||||||||||
| Selling, general and administrative expenses | (586.5) | (488.1) | (1,698.1) | (1,368.5) | ||||||||||||||||||||||
| Impairment gains (losses) | - | 2.9 | (2.5) | (4.6) | ||||||||||||||||||||||
| Other operating income | 15.9 | 1.7 | 23.5 | 3.3 | ||||||||||||||||||||||
| Operating profit | 176.7 | 104.7 | 277.2 | 242.6 | ||||||||||||||||||||||
| Finance income | 1.1 | 1.4 | 6.3 | 4.5 | ||||||||||||||||||||||
| Finance cost | (48.9) | (109.4) | (178.9) | (296.6) | ||||||||||||||||||||||
| Loss on debt extinguishment | - | - | (14.3) | - | ||||||||||||||||||||||
| Net finance cost | (47.8) | (108.0) | (186.9) | (292.1) | ||||||||||||||||||||||
| Income/(loss) before tax | 128.9 | (3.3) | 90.3 | (49.5) | ||||||||||||||||||||||
| Income tax expense | (72.7) | (32.6) | (29.0) | (64.4) | ||||||||||||||||||||||
| Net income/(loss) | $ | 56.2 | $ | (35.9) | $ | 61.3 | $ | (113.9) | ||||||||||||||||||
| Income/(loss) attributable to: | ||||||||||||||||||||||||||
| Equity holders of the Company | $ | 55.8 | $ | (37.7) | $ | 57.2 | $ | (115.6) | ||||||||||||||||||
| Non-controlling interests | $ | 0.4 | $ | 1.8 | $ | 4.1 | $ | 1.7 | ||||||||||||||||||
Revenue
The following tables set forth our consolidated revenues, and revenues disaggregated by channel, and geography.
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 1,353.8 | $ | 1,153.1 | $ | 200.7 | 17.4 | % | $ | 3,547.8 | $ | 3,072.9 | $ | 474.9 | 15.5 | % | ||||||||||||||||||||||||||||||||||
Channel Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 874.0 | $ | 812.0 | $ | 62.0 | 7.6 | % | $ | 2,113.6 | $ | 2,052.8 | $ | 60.8 | 3.0 | % | ||||||||||||||||||||||||||||||||||
| DTC | 479.8 | 341.1 | 138.7 | 40.7 | % | 1,434.2 | 1,020.1 | 414.2 | 40.6 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,353.8 | $ | 1,153.1 | $ | 200.7 | 17.4 | % | $ | 3,547.8 | $ | 3,072.9 | $ | 474.9 | 15.5 | % | ||||||||||||||||||||||||||||||||||
Geographic Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| EMEA | $ | 428.5 | $ | 413.0 | $ | 15.5 | 3.8 | % | $ | 1,022.2 | $ | 1,003.0 | $ | 19.2 | 1.9 | % | ||||||||||||||||||||||||||||||||||
| Americas | 487.8 | 455.0 | 32.8 | 7.2 | % | 1,274.6 | 1,237.7 | 36.9 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||||
Greater China (1) | 312.9 | 200.5 | 112.4 | 56.1 | % | 914.2 | 595.3 | 318.9 | 53.6 | % | ||||||||||||||||||||||||||||||||||||||||
Asia Pacific (2) | 124.6 | 84.6 | 39.9 | 47.2 | % | 336.8 | 236.9 | 99.9 | 42.2 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,353.8 | $ | 1,153.1 | $ | 200.7 | 17.4 | % | $ | 3,547.8 | $ | 3,072.9 | $ | 474.9 | 15.5 | % | ||||||||||||||||||||||||||||||||||
__________________________________________________
(1)Consists of mainland China, Hong Kong, Macau and Taiwan.
(2)Excludes Greater China.
5
Revenue for the three months ended September 30, 2024, increased by $200.7 million, or 17.4%, compared to the three months ended September 30, 2023. Revenue for the nine months ended September 30, 2024, increased by $474.9 million, or 15.5%, compared to the nine months ended September 30, 2023. The increase for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, was primarily driven by an increase in sales volume from the Technical Apparel segment. Channel revenues were driven by DTC, which increased 40.7% and 40.6%, respectively for the three and nine months ended September 30, 2024, compared to the prior year. Regional growth was led by Greater China and Asia Pacific, which increased 56.1% and 47.2%, respectively, for the three months ended September 30, 2024, and 53.6% and 42.2%, respectively, for the nine months ended September 30, 2024, compared to the prior year. The Americas increased by 7.2% and 3.0%, respectively for the the three and nine months ended September 30, 2024, compared to the prior year. EMEA increased by 3.8% and 1.9% for the three and nine months ended September 30, 2024, compared to the prior year.
Revenue on a constant currency basis for the three and nine months ended September 30, 2024, increased 16.7% and 16.4%, respectively, compared to the three and nine months ended September 30, 2023.
Gross Profit
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 747.3 | $ | 588.2 | $ | 159.1 | 27.0 | % | $ | 1,954.3 | $ | 1,612.4 | $ | 341.9 | 21.2 | % | ||||||||||||||||||||||||||||||||||
Gross profit for three and nine months ended September 30, 2024, increased by 27.0% and 21.2% compared to the three and nine months ended September 30, 2023, respectively. Gross margin was 55.2% and 51.0% for the three months ended September 30, 2024, and 2023, respectively, and 55.1% and 52.5% for the nine months ended September 30, 2024, and 2023, respectively. These increases for the three and nine months ended September 30, 2024 compared to the prior year were primarily driven by favorable segment revenue mix, due to a higher proportion of Technical Apparel revenues, which have the highest gross margins, lower discounts as compared to the prior year, and a favorable product, geographic and channel mix. Gross profit for the nine months ended September 30, 2024 was impacted by increased inventory reserves and unfavorable fluctuations in foreign currency exchange rates compared to the prior year.
Selling, General and Administrative Expenses
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | (586.5) | $ | (488.1) | $ | (98.4) | 20.2 | % | $ | (1,698.1) | $ | (1,368.5) | $ | (329.6) | 24.1 | % | ||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses for the three months ended September 30, 2024, increased by 20.2% compared to the three months ended September 30, 2023. As a percentage of revenues, Selling, general and administrative expenses increased to 43.3% for the three months ended September 30, 2024, compared to 42.3% for the three months ended September 30, 2023. Selling, general and administrative expenses for the nine months ended September 30, 2024, increased by 24.1% compared to the nine months ended September 30, 2023. As a percentage of revenues, Selling, general and administrative expenses increased to 47.9% for the nine months ended September 30, 2024, compared to 44.5% for the nine months ended September 30, 2023.
6
These increases were due to higher selling and marketing costs of $81.6 million and $229.0 million for the three and nine months ended September 30, 2024, respectively, as well as higher administrative and other expenses of $16.8 million and $100.7 million for the three and nine months ended September 30, 2024, respectively. The increase in selling and marketing expenses for both periods was primarily due to DTC investments and investments in Greater China and Asia Pacific, including higher retail personnel costs, advertising and promotion expenses, and store rent expense related to new store openings. In e-commerce, there was an increase in online and offline marketing expenses and additional operating costs of e-commerce systems. Administrative expenses increased for the three and nine months ended September 30, 2024, primarily due to higher personnel costs as a result of increased headcount, consulting fees, and share-based payment compensation. Selling, general and administrative expenses for the nine months ended September 30, 2024, also increased due to transaction costs in connection with the IPO.
Other operating income
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Other operating income | $ | 15.9 | $ | 1.7 | $ | 14.2 | 835.3 | % | $ | 23.5 | $ | 3.3 | $ | 20.2 | 612.1 | % | ||||||||||||||||||||||||||||||||||
Other operating income for the three and nine months ended September 30, 2024, increased $14.2 million and $20.2 million compared to the three and nine months ended September 30, 2023, respectively. The increase for both periods is driven by an increase in certain government subsidies which were received in the third quarter of 2024, as compared to the fourth quarter in 2023.
Finance Cost
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Finance cost | $ | (48.9) | $ | (109.4) | $ | 60.5 | (55.3 | %) | $ | (178.9) | $ | (296.6) | $ | 117.8 | (39.7 | %) | ||||||||||||||||||||||||||||||||||
Finance cost for the three months ended September 30, 2024, decreased by 55.3% compared to the three months ended September 30, 2023. Finance cost for the nine months ended September 30, 2024, decreased by 39.7% compared to the nine months ended September 30, 2023. The decrease for the three and nine months ended September 30, 2024, compared to September 30, 2023, was due to lower outstanding debt for the three and nine months ended September 30, 2024, which resulted in a decrease of interest expense of $62.9 million and $133.3 million for the three and nine months ended September 30, 2024, respectively. Additionally, the decrease in finance cost for the nine months ended September 30, 2024, was partially offset by an increase in exchange rate losses of $11.5 million and other finance costs of $4.1 million.
7
Loss on debt extinguishment
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | $ | - | $ | - | $ | - | — | % | $ | (14.3) | $ | - | $ | (14.3) | NM | |||||||||||||||||||||||||||||||||||
Loss on debt extinguishment was nil for the three months ended September 30, 2024, and 2023. Loss on debt extinguishment was $14.3 million for the nine months ended September 30, 2024, compared to nil for the nine months ended September 30, 2023, due to the repayment of the Senior Facilities Agreement on February 16, 2024.
Income tax expense
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | $ | (72.7) | $ | (32.6) | $ | (40.1) | 123.0 | % | $ | (29.0) | $ | (64.4) | $ | 35.4 | (54.9) | % | ||||||||||||||||||||||||||||||||||
Income tax expense was $72.7 million for the three months ended September 30, 2024, compared to $32.6 million for the three months ended September 30, 2023. The effective tax rate was 56% and (988)% for the three months ended September 30, 2024, and 2023, respectively. The three months ended September 30, 2024, was impacted by withholding tax expenses of $8.4 million, offset by a favorable return to provision adjustment of $6.2 million. The effective tax rate of (988)% for the three months ended September 30, 2023, was due to high non-deductible interest expenses on related party loans, which were subsequently refinanced.
Income tax expense was $29.0 million for the nine months ended September 30, 2024, compared to $64.4 million for the nine months ended September 30, 2023. The effective tax rate was 32% and (130)% for the nine months ended September 30, 2024, and 2023, respectively. The nine months ended September 30, 2024, included a discrete tax benefit of $19.9 million due to the reversal of uncertain tax positions as a result of the closure of tax audits and expiration of statute of limitations, which was partially offset by withholding tax expense of $11.0 million. The effective tax rate of (130)% for the nine months ended September 30, 2023, was due to high non-deductible interest expenses on related party loans, which were subsequently refinanced.
Segment Results of Operations
Our management evaluates operating performance and makes investment and other decisions based on segment revenue and Segment Adjusted Operating Profit. Costs allocated to the segments include certain centralized functions provided and administered by the Amer Sports Group, such as costs related to sourcing, warehousing, distribution and transportation, our global business services center and information technology, based on appropriate metrics such as headcount, activity, usage or proportion of revenue.
Unallocated costs include costs related to supply chain management, general executive management, cybersecurity, and other group functions such as finance, internal audit, tax, legal and human resources.
8
The following tables set forth certain financial information for our reportable segments for the periods presented.
Segment Revenue
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Technical Apparel | $ | 520.0 | $ | 388.7 | $ | 131.3 | 33.8 | % | $ | 1,449.3 | $ | 1,054.7 | $ | 394.6 | 37.4 | % | ||||||||||||||||||||||||||||||||||
| Outdoor Performance | 533.6 | 494.6 | 39.0 | 7.9 | % | 1,241.2 | 1,148.6 | 92.6 | 8.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Ball & Racquet | 300.2 | 269.8 | 30.4 | 11.3 | % | 857.3 | 869.6 | (12.3) | (1.4 | %) | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 1,353.8 | $ | 1,153.1 | $ | 200.7 | 17.4 | % | $ | 3,547.8 | $ | 3,072.9 | $ | 474.9 | 15.5 | % | ||||||||||||||||||||||||||||||||||
Segment Adjusted Operating Profit (1)
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
Technical Apparel | $ | 104.0 | $ | 63.3 | $ | 40.7 | 64.3 | % | $ | 279.1 | $ | 186.0 | $ | 93.1 | 50.1 | % | ||||||||||||||||||||||||||||||||||
Outdoor Performance | 93.4 | 88.3 | 5.1 | 5.8 | % | 106.3 | 103.2 | 3.1 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||||
Ball & Racquet Sports | 20.7 | 2.4 | 18.3 | 762.5 | % | 34.6 | 55.6 | (21.0) | (37.8) | % | ||||||||||||||||||||||||||||||||||||||||
__________________________________________________
(1)Segment Adjusted Operating Profit for all periods presented excludes depreciation and amortization expense associated with PPA in connection with the Acquisition.
The following table summarizes depreciation and amortization expense for the three and nine months ended September 30, 2024, and 2023.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||
| Technical Apparel | $ | (33.9) | $ | (22.2) | $ | (89.5) | $ | (63.3) | |||||||||||||||||||||
| Outdoor Performance | (27.4) | (23.4) | (77.9) | (70.6) | |||||||||||||||||||||||||
| Ball & Racquet Sports | (8.7) | (6.8) | (24.4) | (19.8) | |||||||||||||||||||||||||
| Total | $ | (70.0) | $ | (52.4) | $ | (191.8) | $ | (153.7) | |||||||||||||||||||||
The following table summarizes PPA related to depreciation and amortization expense for the three and nine months ended September 30, 2024, and 2023.
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||
| Technical Apparel | $ | (2.4) | $ | (2.4) | $ | (7.1) | $ | (7.1) | |||||||||||||||||||||
| Outdoor Performance | (8.1) | (8.0) | (24.1) | (24.0) | |||||||||||||||||||||||||
| Ball & Racquet Sports | (0.3) | (0.3) | (1.0) | (1.0) | |||||||||||||||||||||||||
| Total | $ | (10.8) | $ | (10.7) | $ | (32.2) | $ | (32.1) | |||||||||||||||||||||
9
Technical Apparel
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Channel Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 216.5 | $ | 172.1 | $ | 44.4 | 25.8 | % | $ | 500.4 | $ | 386.1 | $ | 114.3 | 29.6 | % | ||||||||||||||||||||||||||||||||||
| DTC | 303.5 | 216.6 | 87.0 | 40.2 | % | 948.9 | 668.6 | 280.3 | 41.9 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 520.0 | $ | 388.7 | $ | 131.3 | 33.8 | % | $ | 1,449.3 | $ | 1,054.7 | $ | 394.6 | 37.4 | % | ||||||||||||||||||||||||||||||||||
The following table sets forth certain operating data for our Technical Apparel Segment.
As of September 30, | Change | |||||||||||||||||||
| 2024 | 2023 | % | ||||||||||||||||||
| Store Count (1) | ||||||||||||||||||||
| Arc'teryx | 168 | 138 | 21.7 | % | ||||||||||||||||
| Peak Performance | 44 | 41 | 7.3 | % | ||||||||||||||||
| Total | 212 | 179 | 18.4 | % | ||||||||||||||||
Omni-comp (2) | 19.5 | % | 68.0 | % | ||||||||||||||||
__________________________________________________
(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 months ended September 30, 2024, increased by 33.8% compared to the three months ended September 30, 2023. Technical Apparel revenue for the nine months ended September 30, 2024, increased 37.4% compared to the nine months ended September 30, 2023. The increase for both periods was primarily driven by Arc'teryx growth within the DTC channel. DTC revenues increased by 40.2% and 41.9%, for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. The increase was driven by volume growth in our existing retail stores and e-commerce platforms, and an expanded retail store network with a net increase of 30 owned retail stores. Revenues from our wholesale channel increased 25.8% and 29.6%, for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively, driven by an increase in volumes as compared to the prior year. All regions increased for the three and nine months ended September 30, 2024, led by Asia Pacific, Greater China, and the Americas.
Technical Apparel revenue on a constant currency basis for the three and nine months ended September 30, 2024, increased 33.2% and 39.7%, respectively, compared to the three and nine months ended September 30, 2023.
Segment Adjusted Operating Profit in our Technical Apparel segment increased by 64.3% and 50.1% for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. This was primarily driven by revenue growth. Segment adjusted operating profit margin was 20.0% and 19.3% for the three and nine months ended September 30, 2024, respectively, compared to 16.3% and 17.6% for the three and nine months ended September 30, 2023, respectively. The increase for the three and nine months ended September 30, 2024, was driven by higher gross margins as a result of product and channel mix, and favorable duty and logistics costs. Additionally, segment adjusted operating profit margin increased due to a higher gross margin rate and an increase in other operating income due to an increase of government subsidies, which was partially offset by higher selling, general and administrative expenses related to new store openings.
10
Outdoor Performance
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Channel Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 411.7 | $ | 416.4 | $ | (4.7) | (1.1) | % | $ | 892.8 | $ | 917.3 | $ | (24.5) | (2.7) | % | ||||||||||||||||||||||||||||||||||
| DTC | 121.9 | 78.2 | 43.7 | 55.9 | % | 348.4 | 231.3 | 117.1 | 50.6 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 533.6 | $ | 494.6 | $ | 39.0 | 7.9 | % | $ | 1,241.2 | $ | 1,148.6 | $ | 92.6 | 8.1 | % | ||||||||||||||||||||||||||||||||||
The following table sets forth certain operating data for our Outdoor Performance Segment.
| As of September 30, | Change | |||||||||||||||||||
| 2024 | 2023 | % | ||||||||||||||||||
| Store count (1) | ||||||||||||||||||||
| Salomon | 194 | 114 | 70.2 | % | ||||||||||||||||
| Atomic | 2 | 2 | — | % | ||||||||||||||||
| Total | 196 | 116 | 69.0 | % | ||||||||||||||||
Omni-comp (2) | 22.9 | % | 29.0 | % | ||||||||||||||||
__________________________________________________
(1)Reflects the number of Outdoor Performance 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.
Outdoor Performance revenue for the three months ended September 30, 2024, increased by 7.9% compared to the three months ended September 30, 2023. Outdoor Performance revenue for the nine months ended September 30, 2024, increased 8.1% compared to the nine months ended September 30, 2023. The increases in both periods was primarily driven by Salomon growth in footwear and apparel. DTC revenues increased by 55.9% and 50.6% for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively, due to an expanded retail store network with a net increase of 80 owned retail stores and an increase of online traffic to our owned e-commerce websites. Revenues from our wholesale channel decreased 1.1% and 2.7% for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. The decrease for the three and nine months ended September 30, 2024 compared to prior year is due to lower unit sales for winter sports equipment. By geography, Outdoor Performance revenue increased in Greater China, Asia Pacific, and EMEA, which was offset by a decline in the Americas for both the three and nine months ended September 30, 2024, compared to prior year.
Outdoor Performance revenue on a constant currency basis for the three and nine months ended September 30, 2024, increased 6.8% and 8.3%, respectively compared to the three and nine months ended September 30, 2023.
Segment Adjusted Operating Profit in our Outdoor Performance segment increased by 5.8% and 3.0% for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. 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 17.5% and 8.6% for the three and nine months ended September 30, 2024, respectively, compared to 17.9% and 9.0% for the three and nine months ended September 30, 2023, respectively. The decrease for the three and nine months ended September 30, 2024, was due to higher selling, general and administrative expenses as a result of an increase in the mix of DTC sales, which was partially offset by gross margin improvements from a favorable region, channel, brand, and product mix.
11
Ball & Racquet Sports
| Three months ended September 30, | Change | Nine months ended September 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| Channel Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Wholesale | $ | 245.8 | $ | 223.6 | $ | 22.2 | 9.9 | % | $ | 720.2 | $ | 749.3 | $ | (29.1) | (3.9) | % | ||||||||||||||||||||||||||||||||||
| DTC | 54.4 | 46.2 | 8.1 | 17.5 | % | 137.1 | 120.3 | 16.8 | 14.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | 300.2 | $ | 269.8 | $ | 30.4 | 11.3 | % | $ | 857.3 | $ | 869.6 | $ | (12.3) | (1.4) | % | ||||||||||||||||||||||||||||||||||
The following table sets forth certain operating data for our Ball & Racquet Sports Segment.
| As of September 30, | Change | |||||||||||||||||||
| 2024 | 2023 | % | ||||||||||||||||||
| Store count (1) | ||||||||||||||||||||
| Wilson | 45 | 9 | 400.0 | % | ||||||||||||||||
| Total | 45 | 9 | 400.0 | % | ||||||||||||||||
Omni-comp (2) | (0.1 | %) | 49.0 | % | ||||||||||||||||
__________________________________________________
(1)Reflects the number of Ball & Racquet 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.
Ball & Racquet segment revenue for the three months ended September 30, 2024, increased by 11.3% compared to the three months ended September 30, 2023. The growth was driven by a 17.5% increase in DTC sales and a 9.9% increase in wholesale revenues. The growth was driven by the racquet, Wilson softgoods, inflatable balls, and golf product categories, which was partially offset by declines in baseball. Segment revenue for the nine months ended September 30, 2024, decreased 1.4% compared to the nine months ended September 30, 2023. Revenues from our wholesale channel decreased 3.9% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. The decline was due to the baseball, inflatable balls, and golf product categories, partially offset by growth in Wilson softgoods and racquet.
Ball & Racquet revenue on a constant currency basis increased 11.2% compared to the three months ended September 30, 2023. Revenue on a constant currency basis for the nine months ended September 30, 2024, decreased 1.1% compared to the nine months ended September 30, 2023.
Segment Adjusted Operating Profit in our Ball & Racquet segment increased by 762.5% for the three months ended September 30, 2024, compared to the three months ended September 30, 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 6.9% for the three months ended September 30, 2024, compared to 0.9% for the prior year comparable period. The increase for the three months ended September 30, 2024, was driven by higher gross margins as a result of product mix due to new product launches and lower discounts, which was partially offset by higher logistics and manufacturing costs. Additionally, segment adjusted operating profit margin increased due to lower selling, general and administrative expenses as a percentage of revenue.
12
Segment Adjusted Operating Profit in our Ball & Racquet segment decreased by 37.8% for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. This was primarily due to lower revenues and increased selling, general and administrative expenses. Segment adjusted operating profit margin was 4.0% for the three months ended September 30, 2024, compared to 6.4% for the prior year comparable period. Segment adjusted operating profit was negatively impacted for the nine months ended September 30, 2024, by increased selling, general and administrative expenses related to retail investments and higher selling and marketing expenses related to softgoods compared to the nine months ended September 30, 2023.
Non-IFRS Financial Measures
Management uses certain non-IFRS financial measures to supplement the financial measures prepared in accordance with IFRS Accounting Standards, which include constant currency revenue, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income/(Loss) 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/(Loss) enhance an investor’s understanding of our financial and operating performance because they exclude certain material items relating to PPA, 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 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/(Loss) 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 Accounting Standards 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/(Loss) include: excluding the impact of PPA, restructuring expenses, expenses related to transaction activities, expenses related to certain legal proceedings, certain expenses related to share-based payments, and loss on debt extinguishment.
13
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 September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||
| Revenue | $ | 1,353.8 | $ | 1,153.1 | $ | 3,547.8 | $ | 3,072.9 | ||||||||||||||||||||||||
| Net income/(loss) attributable to equity holders | $ | 55.8 | $ | (37.7) | $ | 57.2 | $ | (115.6) | ||||||||||||||||||||||||
| Net income/(loss) attributable to non-controlling interests | 0.4 | 1.8 | 4.1 | 1.7 | ||||||||||||||||||||||||||||
| Income tax expense | 72.7 | 32.6 | 29.0 | 64.4 | ||||||||||||||||||||||||||||
| Finance cost (1) | 48.9 | 109.4 | 178.9 | 296.6 | ||||||||||||||||||||||||||||
| Loss on debt extinguishment | - | - | 14.3 | - | ||||||||||||||||||||||||||||
| Depreciation and amortization (2) | 71.2 | 54.1 | 196.5 | 158.5 | ||||||||||||||||||||||||||||
| Finance income | (1.1) | (1.4) | (6.3) | (4.5) | ||||||||||||||||||||||||||||
| EBITDA | 247.9 | 158.8 | 473.7 | 401.1 | ||||||||||||||||||||||||||||
Restructuring expenses (3) | 2.5 | 2.3 | 12.2 | 2.3 | ||||||||||||||||||||||||||||
Expenses related to transaction activities (4) | 2.3 | 15.8 | 20.3 | 18.7 | ||||||||||||||||||||||||||||
Expenses related to certain legal proceedings (5) | 1.4 | - | 1.4 | - | ||||||||||||||||||||||||||||
Share-based payments (6) | 1.3 | - | 10.7 | - | ||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 255.4 | $ | 176.9 | $ | 518.3 | $ | 422.1 | ||||||||||||||||||||||||
| Net income/(loss) margin | 4.1 | % | (3.3) | % | 1.6 | % | (3.8) | % | ||||||||||||||||||||||||
| Adjusted EBITDA Margin | 18.9 | % | 15.3 | % | 14.6 | % | 13.7 | % | ||||||||||||||||||||||||
__________________________________________________
(1)Total interest expense on lease liabilities under IFRS 16, Leases was $6.4 million and $3.3 million for the three months ended September 30, 2024, and 2023, and $15.6 million and $7.4 million for the nine months ended September 30, 2024, and 2023, respectively.
(2)Total amortization expense for right-of-use assets capitalized under IFRS 16, Leases was $32.3 million and $21.3 million for the three months ended September 30, 2024, and 2023, and $88.0 million and $59.4 million for the nine months ended September 30, 2024, and 2023, respectively.
(3)Includes expenses for restructuring from severance, exit and termination events, and other non-recurring costs from payroll tax audits.
(4)Includes advisory fees in connection with M&A activities and non-recurring costs associated with our IPO and disposal of businesses.
(5)Includes legal fees and judgments in connection with non-recurring legal actions.
(6)Includes expenses for share-based payments and for fixed cash compensation on stock options vested at period end under the 2019 and 2023 ESOP plans. We granted share-based compensation to employees under these equity compensation plans beginning in 2019, but did not incur any expenses related to share-based payments in periods prior to the fourth quarter of fiscal year 2023, as options granted under our equity compensation plans only vest once certain service and performance conditions are met, as well as upon the occurrence of an exit event, such as an initial public offering, and we did not believe an exit event was probable during such time. We started recognizing expenses related to share-based payments during the fourth quarter of the year ended December 31, 2023, as our IPO became probable.
14
Adjusted Net Income/(Loss)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| ($ in millions) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Net income/(loss) attributable to equity holders | $ | 55.8 | $ | (37.7) | $ | 57.2 | $ | (115.6) | ||||||||||||||||||
PPA (1) | 10.8 | 10.7 | 32.2 | 32.1 | ||||||||||||||||||||||
Restructuring expenses (2) | 2.5 | 2.3 | 12.2 | 2.3 | ||||||||||||||||||||||
Expenses related to transaction activities (3) | 4.5 | 15.8 | 40.6 | 18.6 | ||||||||||||||||||||||
Expenses related to certain legal proceedings (4) | 1.4 | - | 1.4 | - | ||||||||||||||||||||||
Share-based payments (5) | 1.3 | - | 10.7 | - | ||||||||||||||||||||||
Loss on debt extinguishment | - | - | 14.3 | - | ||||||||||||||||||||||
| Income tax expense on adjustments | (5.2) | (4.0) | (22.6) | (9.4) | ||||||||||||||||||||||
| Adjusted net income/(loss) attributable to equity holders | $ | 71.1 | $ | (12.9) | $ | 146.0 | $ | (72.0) | ||||||||||||||||||
__________________________________________________
(1)Adjustment for PPA is related to amortization and depreciation of intangible and tangible assets in connection with the acquisition and delisting of Amer Sports in 2019.
(2)Includes expenses for restructuring from severance, exit and termination events, and other non-recurring costs from payroll tax audits.
(3)Includes advisory fees in connection with M&A activities and non-recurring costs associated with our IPO and disposal of businesses. For the three months ended September 30, 2024, expenses for transaction activities includes approximately $2.3 million of transaction costs incurred as a result of the repricing of the USD and EUR Term Loan Facilities. For the nine months ended September 30, 2024, expenses for transaction activities includes an additional $18.0 million of foreign currency exchange losses related to contract costs incurred in association with our IPO. These costs are classified as Finance costs on the Consolidated Statement of Income and Loss.
(4)Includes legal fees and judgments in connection with non-recurring legal actions.
(5)Includes expenses for share-based payments and for fixed cash compensation on stock options vested at period end under the 2019 and 2023 ESOP plans. We granted share-based compensation to employees under these 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.
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 $312.0 million and $284.2 million of cash and cash equivalents as of September 30, 2024, and 2023, respectively. The $27.8 million increase in cash and cash equivalents as of September 30, 2024, as compared to September 30, 2023, was primarily due to an increase in net cash flows from operating activities, partially offset by higher net cash flows used in financing and investing activities.
15
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. Our capital expenditures for 2023 were approximately $136.3 million, and our capital expenditure for 2024 are expected to be approximately $310.0 million. The increase in planned capital expenditures is related to new retail store openings, the upgrade of our global SAP enterprise resource planning system over the next several years, which we are in the process of implementing across each of our brands, and the expansion of our warehousing facilities.
To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that may restrict our operations. We also regularly evaluate market conditions, our liquidity profile, and various financing alternatives for opportunities to enhance our capital structure. If market conditions are favorable, we may refinance our existing debt or issue additional securities. There can be no assurances that we will be able to raise additional capital on terms that are attractive to us or at all. The inability to raise capital may adversely affect our ability to achieve our business objectives.
Cash Flow Information
The following table sets forth our consolidated cash flow information for the periods presented:
| Nine months ended September 30, | ||||||||||||||
| ($ in millions) | 2024 | 2023 | ||||||||||||
| Total net cash flows from/(used in) operating activities | $ | 17.9 | $ | (80.9) | ||||||||||
| Net cash flow used in investing activities | $ | (178.9) | $ | (95.6) | ||||||||||
| Net cash flow (used in)/from financing activities | $ | (14.3) | $ | 72.2 | ||||||||||
Operating Activities
Total net cash flows from operating activities was $17.9 million for the nine months ended September 30, 2024, compared to cash outflows of $80.9 million for the nine months ended September 30, 2023. The increase of $98.8 million in cash inflows from operating activities was driven by an increase in net income/(loss) of $175.2 million and a favorable net change in working capital of $142.2 million, primarily driven by changes in accounts payable, other liabilities, and inventories. This was partially offset by a decrease in adjustments for non-cash and other items of $87.4 million, and an increase of $131.0 million in net interest and income taxes paid.
Investing Activities
Net cash flows used in investing activities was $178.9 million for the nine months ended September 30, 2024 compared to $95.6 million for the nine months ended September 30, 2023. The increase of $83.3 million in cash flows used in investing activities was primarily due to increased investments in property, plant and equipment, mainly consisting of the expansion of our retail store network, and acquisition of intangible assets related to the implementation of a new SAP ERP system.
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 nine months ended September 30, 2024, and September 30, 2023, totaled $184.9 million and $90.0 million, respectively.
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Financing Activities
Net cash flows used in financing activities was $14.3 million for the nine months ended September 30, 2024, compared to cash from financing activities of $72.2 million for the nine months ended September 30, 2023. The increase of $86.5 million in cash used in financing activities was primarily driven by the repayment of $1.8 billion of the old Term Loan Facility under the Senior Facilities Agreement, $1.5 billion repaid on Loans from related parties, a $324.2 million decrease in net proceeds from revolving credit facilities, $65.0 million repaid on the USD Term Loan Facility, and a $19.8 million increase in settlements of forward contract and balance sheet hedges. This was partially offset by $2.0 billion in proceeds received from the new term loan facilities and senior secured notes, $1.5 billion of net proceeds received from the IPO, $71.3 million of proceeds from the China Working Capital Line of Credit (as defined below), and an increase of $18.4 million in proceeds received from the release of derivative contract collateral.
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.
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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. On September 30, 2024, the Company amended the New Senior Secured Credit Facilities and leveraged its improved working capital position due to the new China Working Capital Line of Credit to repay $65.0 million of principal on the USD Term Loan Facility. As of September 30, 2024, borrowings under the USD Term Loan Facility and EUR Term Loan Facility were $422.6 million and EUR 700.0 million, respectively. As of September 30, 2024, there was $128.8 million of outstanding borrowings and $581.2 million available on the 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.
On September 30, 2024, the Company amended the New Senior Secured Credit Facilities to reduce the interest rate margins for borrowings under the USD Term Loan Facility from 3.00% - 3.25% to 2.50% - 2.75% for the SOFR-based rate and from 2.00% - 2.25% to 1.50% - 1.75%, for the U.S. dollar base rate, and interest rate margins for borrowings under the EUR Term Loan Facility from 3.25% - 3.50% to 2.75% - 3.00%. The actual interest rate margin within the foregoing ranges continues to be determined by the Company's senior unsecured non-credit-enhanced long-term debt rating.
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 was 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.
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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.
China Working Capital Line of Credit
On September 2, 2024, Amer Sports Shanghai Trading Ltd., our wholly owned subsidiary, entered into a CNY 500 million unsecured working capital line of credit with China Merchants Bank Co., Ltd (the "China Working Capital Line of Credit"), which bears interest at a rate of 3.0%. The line of credit expires in September 2025. As of September 30, 2024, $71.3 million (based on the USD/CNY exchange rate as of September 30, 2024), the full amount of the line of credit was outstanding and included in Interest-bearing liabilities on the consolidated statement of financial position.
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”).
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The maturity date of the Revolving Facility and Term Loan Facility was September 29, 2025, and March 29, 2026, respectively. On February 16, 2024, we repaid all outstanding borrowings 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 September 30, 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 September 30, 2024.
On February 28, 2022, the Co-Invest entered into a loan agreement with the Company 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 September 30, 2024.
On February 28, 2022, the Co-Invest entered into a loan agreement with the Company 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 September 30, 2024.
Collectively, JVCo Loan 2, Co-Invest Loan 1, and Co-Invest Loan 2, are referred to as the Facility A Loan in Note 17. “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 nine months ended September 30, 2024, there were no significant changes to our critical accounting policies.
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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 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;
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•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.
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Exhibit 99.2
AMER SPORTS, INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
January - September 2024
| Domicile: | Cayman Islands | ||||
| Address: | Cricket Square, Hutchins Drive | ||||
| P.O. Box 2681 | |||||
| Grand Cayman KY1-1111 | |||||
| Cayman Islands | |||||
| Entity registration number: | 358866 | ||||
1
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF INCOME AND LOSS AND OTHER COMPREHENSIVE INCOME AND LOSS
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| In millions (except for earnings/(loss) per share information) | Notes | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||||
| Revenue | 4 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 5 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Impairment gains (losses) | ( | ( | ||||||||||||||||||||||||||||||
| Other operating income | ||||||||||||||||||||||||||||||||
| Operating profit | ||||||||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||||||||
| Finance cost | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Loss on debt extinguishment | ( | |||||||||||||||||||||||||||||||
| Net finance cost | 7 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Income/(loss) before tax | ( | ( | ||||||||||||||||||||||||||||||
| Income tax expense | 8 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net income/(loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Income/(loss) attributable to: | ||||||||||||||||||||||||||||||||
| Equity holders of the Company | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Non-controlling interests | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Earnings/(Loss) per share | 19 | |||||||||||||||||||||||||||||||
| Basic earnings/(loss) per share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Diluted earnings/(loss) per share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Net income/(loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Other comprehensive income and loss (OCI) | ||||||||||||||||||||||||||||||||
| Items that will not be reclassified to the statement of income and loss | ||||||||||||||||||||||||||||||||
| Remeasurement effects of postemployment benefit plans | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Income tax related to remeasurement effects | ||||||||||||||||||||||||||||||||
| Items that subsequently may be reclassified to the statement of income and loss | ||||||||||||||||||||||||||||||||
| Translation differences | ||||||||||||||||||||||||||||||||
| Cash flow hedges | ( | ( | ||||||||||||||||||||||||||||||
| Income tax related to cash flow hedges | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | ||||||||||||||||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||
2
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF INCOME AND LOSS AND OTHER COMPREHENSIVE INCOME AND LOSS (CONTINUED)
| Total comprehensive income/(loss) attributable to: | ||||||||||||||||||||||||||||||||
| Equity holders of the Company | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||
| Non-controlling interests | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The notes are an integral part of unaudited condensed consolidated interim financial information.
3
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
ASSETS
| In millions | Notes | September 30, 2024 | December 31, 2023 | |||||||||||||||||
| NON-CURRENT ASSETS | ||||||||||||||||||||
| Intangible assets | 9 | $ | $ | |||||||||||||||||
| Goodwill | 9 | |||||||||||||||||||
| Property, plant and equipment | 10 | |||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| Non-current financial assets | ||||||||||||||||||||
| Other non-current assets | ||||||||||||||||||||
| Deferred tax assets | ||||||||||||||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||||||
| Inventories | 11 | |||||||||||||||||||
| Accounts receivable, net | ||||||||||||||||||||
| Prepaid expenses and other receivables | ||||||||||||||||||||
| Current tax assets | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| TOTAL CURRENT ASSETS | ||||||||||||||||||||
| TOTAL ASSETS | $ | $ | ||||||||||||||||||
4
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION (CONTINUED)
SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES
| In millions | Notes | September 30, 2024 | December 31, 2023 | |||||||||||||||||
| EQUITY (DEFICIT) | ||||||||||||||||||||
| Share capital | 12 | $ | $ | |||||||||||||||||
| Share premium | 12 | |||||||||||||||||||
| Capital reserve | 12 | |||||||||||||||||||
| Cash flow hedge reserve | 12 | ( | ( | |||||||||||||||||
| Accumulated deficit and other | 12 | ( | ( | |||||||||||||||||
| Equity (deficit) attributable to equity holders of the parent company | ( | |||||||||||||||||||
| Non-controlling interests | ||||||||||||||||||||
| TOTAL EQUITY (DEFICIT) | ( | |||||||||||||||||||
| LIABILITIES | ||||||||||||||||||||
| LONG-TERM LIABILITIES | ||||||||||||||||||||
| Lease liabilities | 13 | |||||||||||||||||||
| Loans from financial institutions | 13 | |||||||||||||||||||
| Loans from related parties | 13; 17 | |||||||||||||||||||
| Defined benefit pension liabilities | ||||||||||||||||||||
| Other long-term liabilities | ||||||||||||||||||||
| Provisions | 15 | |||||||||||||||||||
| Long-term tax liabilities | ||||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||||||
| Interest-bearing liabilities | 13 | |||||||||||||||||||
| Lease liabilities | 13 | |||||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Other current liabilities | 14 | |||||||||||||||||||
| Provisions | 15 | |||||||||||||||||||
| Current tax liabilities | ||||||||||||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) AND LIABILITIES | $ | $ | ||||||||||||||||||
The notes are an integral part of unaudited condensed consolidated interim financial information.
5
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
| Nine months ended September 30, | ||||||||||||||||||||
| In millions | Notes | 2024 | 2023 | |||||||||||||||||
| NET CASH FLOW FROM OPERATING ACTIVITIES | ||||||||||||||||||||
| Net income/(loss) | $ | $ | ( | |||||||||||||||||
| Adjustments for: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Impairment losses | ||||||||||||||||||||
| Loss on sale of subsidiary | ||||||||||||||||||||
| Share-based payments for equity-settled options | ||||||||||||||||||||
| Other non-cash valuation losses | ||||||||||||||||||||
| Finance income | ( | ( | ||||||||||||||||||
| Finance cost | ||||||||||||||||||||
| Loss on debt extinguishment | ||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||
| Changes in: | ||||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||
| Trade receivables | ( | ( | ||||||||||||||||||
| Prepaid expenses and other receivables | ( | ( | ||||||||||||||||||
| Accounts payables | ( | |||||||||||||||||||
| Other liabilities | ||||||||||||||||||||
| Cash generated from operating activities | ||||||||||||||||||||
| Interest paid | ( | ( | ||||||||||||||||||
| Interest received | ||||||||||||||||||||
| Income taxes paid | ( | ( | ||||||||||||||||||
| Total net cash flows from/(used in) operating activities | ( | |||||||||||||||||||
| NET CASH FLOW FROM INVESTING ACTIVITIES | ||||||||||||||||||||
| Proceeds from sale of subsidiary | ||||||||||||||||||||
| Acquisition of property, plant and equipment | ( | ( | ||||||||||||||||||
| Acquisition of intangible assets | ( | ( | ||||||||||||||||||
| Proceeds from sale of property, plant and equipment | ||||||||||||||||||||
| Acquisition of right-of-use assets | ( | ( | ||||||||||||||||||
| Net cash flow used in investing activities | ( | ( | ||||||||||||||||||
6
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS (CONTINUED)
| NET CASH FLOW FROM FINANCING ACTIVITIES | ||||||||||||||||||||
| Proceeds from short-term borrowings from financial institutions | ||||||||||||||||||||
| Repayments of short-term borrowings from financial institutions | ( | ( | ||||||||||||||||||
| Net (repayments of)/proceeds from revolving credit facilities | ( | |||||||||||||||||||
| Proceeds from long-term borrowings from financial institutions | ||||||||||||||||||||
| Repayments of long-term borrowings from financial institutions | ( | |||||||||||||||||||
| Repayments of long-term borrowings from related parties | ( | ( | ||||||||||||||||||
| Proceeds from share issuance | ||||||||||||||||||||
| Proceeds from exercise of share options | ||||||||||||||||||||
| Payments of lease liabilities | ( | ( | ||||||||||||||||||
| Payments of debt issuance costs | ( | |||||||||||||||||||
| Settlements of forward contracts and balance sheet hedges | ( | ( | ||||||||||||||||||
| Release of derivative contract collateral | ||||||||||||||||||||
| Other financing items | ( | ( | ||||||||||||||||||
| Net cash flow (used in)/from financing activities | ( | |||||||||||||||||||
| CHANGE IN CASH AND CASH EQUIVALENTS | ( | ( | ||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Cash and cash equivalents at period end | ||||||||||||||||||||
| Translation differences | ( | |||||||||||||||||||
| Cash and cash equivalents at the beginning of the period | ||||||||||||||||||||
| CHANGE IN CASH AND CASH EQUIVALENTS | $ | ( | $ | ( | ||||||||||||||||
| NON-CASH FINANCING ACTIVITIES | ||||||||||||||||||||
| Equitization of related party loans and interest | $ | $ | ||||||||||||||||||
The notes are an integral part of unaudited condensed consolidated interim financial information.
7
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 | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Translation differences | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement effects of postemployment benefit plans | - | - | - | - | - | ( | - | - | ( | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax related to OCI | - | - | - | ( | - | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income/(loss), net of tax | - | - | - | ( | - | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital Contribution | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Initial investment from non-controlling owners | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Translation differences | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Remeasurement effects of postemployment benefit plans | - | - | - | - | - | ( | - | - | ( | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash flow hedges | - | - | - | ( | - | - | - | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax related to OCI | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income for the period | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income, net of tax | - | - | - | ( | ( | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income tax related to share-based payments | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification and share split | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of Class A and B shares | ( | - | - | - | - | - | - | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares before IPO | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Capital increase - IPO | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| IPO related transaction costs | - | ( | - | - | - | - | - | - | - | - | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for exercise/vesting of share-based payments | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution of related party debt to equity | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 12. Shareholders' Equity/(Deficit) provides additional information on shareholders’ equity.
The notes are an integral part of unaudited condensed consolidated interim financial information.
8
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 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”.
Amer Sports is a global portfolio 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 ("DTC") channels globally and has a sales network in over 40 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 $102.4 million in further additional gross proceeds.
Seasonality
Although the Company operates in a number of sporting goods segments during all four seasons, its business is subject to seasonal fluctuations. Historically, the fourth quarter of a financial year has been the strongest quarter for the Group in terms of both net sales and profitability, primarily due to higher sales through the Company’s DTC channel compared to the rest of the year and a higher share of fall and winter collections in the Group’s Technical Apparel and Outdoor Performance segments. The Ball & Racquet Sports segment is generally more consistent across fiscal quarters. Working capital requirements typically increase throughout the second and third fiscal quarters as inventory builds to support the Group’s peak shipping and selling period which typically occurs from August to December. Cash provided by operating activities is typically highest in the first fiscal quarter due to the significant inflows associated with the peak selling season.
NOTE 2. SUMMARY OF MATERIAL ACCOUNTING POLICIES
Basis of preparation
These unaudited condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2024 have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) as of January 1, 2024.
The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended December 31, 2023. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
The unaudited condensed consolidated interim financial statements are presented in millions of U.S. dollars (“$” 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.
9
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
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.
In the third quarter of 2024, the Company changed its presentation of credit card processing fees in the consolidated statement of income and loss and other comprehensive income and loss, which were previously recorded as contra-revenue and have been reclassified as selling, general and administrative expenses. We believe this presentation better reflects the nature of the costs incurred by the Company. Prior year amounts have been reclassified to conform with current period presentation. The amounts reclassified were immaterial and had no impact on previously reported operating profit or net income/(loss).
In the third quarter of 2024, the Company changed its presentation in the consolidated statement of cash flows to present net cash flows from revolving credit facilities with repayment terms less than three months separately from other short-term borrowings from financial institutions. The Company elected to make this reclassification as they believe it more appropriately reflects the nature of the source and use of the cash flows, and improves comparability to peers. Prior year amounts have been reclassified to conform with current period presentation. The change had no impact on net cash flow from financing activities or any other financial statement information.
Pursuant to the agreement between the Company and Amer Sports Holding (Cayman) Limited ("JVCo"), a related party, interest incurred on the Investment Loan and Facility A Loan after December 31, 2022 was suspended. Refer to Note 17. Related Party Transactions for additional information. During the fourth quarter of 2023, the Company updated the presentation in the consolidated statement of cash flows for fiscal year ended December 31, 2023, to reclassify approximately $25.2 million of cash payments made to JVCo from interest paid, classified as operating cash flows, to repayments of long-term borrowings from related parties, classified as financing cash flows. The Company concluded that the adjustment was immaterial to the previously issued consolidated financial statements for the nine months ended September 30, 2023.
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 consolidated 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 year ended December 31, 2023.
NOTE 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, Operating Segments, 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.
10
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Information on reportable segments
For the three months ended September 30, 2024
| In millions | Technical Apparel | Outdoor Performance | Ball & Racquet Sports | Reconciliation6 | Group | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | - | $ | ||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Adjusted operating profit/(loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||
PPA1 | ( | |||||||||||||||||||||||||||||||
Restructuring expenses2 | ( | |||||||||||||||||||||||||||||||
Expenses related to transaction activities3 | ( | |||||||||||||||||||||||||||||||
Expenses related to certain legal proceedings4 | ( | |||||||||||||||||||||||||||||||
Expenses related to share-based incentive plans5 | ( | |||||||||||||||||||||||||||||||
| Finance cost | ( | |||||||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||||||||
| Income before tax | $ | |||||||||||||||||||||||||||||||
1Purchase 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 1. The Company in the Group’s annual report on Form 20-F for the year ended December 31, 2023.
2Includes expenses for restructuring from severance, exit and termination events, and other non-recurring costs from payroll tax audits.
3Includes advisory fees in connection with M&A activities and non-recurring costs associated with the IPO and disposal of businesses.
4Includes legal fees and judgements in connection with non-recurring legal actions.
5Includes expenses for the share-based payments and for fixed cash compensation on stock options vested at period end under the 2019 and 2023 ESOP plans. Refer to Note 6. Share-Based Payments for additional information about the 2019 and 2023 ESOP plans.
6Includes corporate expenses, which have not been allocated to the reportable segments.
11
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 2023
| In millions | Technical Apparel | Outdoor Performance | Ball & Racquet Sports | Reconciliation4 | Group | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | - | $ | ||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Adjusted operating profit/(loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||
PPA1 | ( | |||||||||||||||||||||||||||||||
Restructuring expenses2 | ( | |||||||||||||||||||||||||||||||
Expenses related to transaction activities3 | ( | |||||||||||||||||||||||||||||||
| Finance cost | ( | |||||||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||||||||
| Loss before tax | $ | ( | ||||||||||||||||||||||||||||||
1PPA 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 1. The Company in the Group’s annual report on Form 20-F for the year ended December 31, 2023.
2Includes expenses for restructuring from severance, exit and termination events.
3Includes advisory fees in connection with M&A activities and non-recurring costs associated with the IPO and disposal of businesses.
4Includes corporate expenses, which have not been allocated to the reportable segments.
12
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
For the nine months ended September 30, 2024
| In millions | Technical Apparel | Outdoor Performance | Ball & Racquet Sports | Reconciliation6 | Group | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | - | $ | ||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Adjusted operating profit/(loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||
PPA1 | ( | |||||||||||||||||||||||||||||||
Restructuring expenses2 | ( | |||||||||||||||||||||||||||||||
Expenses related to transaction activities3 | ( | |||||||||||||||||||||||||||||||
Expenses related to certain legal proceedings4 | ( | |||||||||||||||||||||||||||||||
Expenses related to share-based incentive plans5 | ( | |||||||||||||||||||||||||||||||
| Finance cost | ( | |||||||||||||||||||||||||||||||
| Loss on debt extinguishment | ( | |||||||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||||||||
| Income before tax | $ | |||||||||||||||||||||||||||||||
1PPA 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 1. The Company in the Group’s annual report on Form 20-F for the year ended December 31, 2023.
2Includes expenses for restructuring from severance, exit and termination events, and other non-recurring costs from payroll tax audits.
3Includes advisory fees in connection with M&A activities and non-recurring costs associated with the IPO and disposal of businesses.
4Includes legal fees and judgments in connection with non-recurring legal actions.
5Includes expenses for the share-based payments and for fixed cash compensation on stock options vested at period end under the 2019 and 2023 ESOP plans. Refer to Note 6. Share-Based Payments for additional information about the 2019 and 2023 ESOP plans.
6Includes corporate expenses, which have not been allocated to the reportable segments.
13
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
For the nine months ended September 30, 2023
| In millions | Technical Apparel | Outdoor Performance | Ball & Racquet Sports | Reconciliation4 | Group | |||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | - | $ | ||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Adjusted operating profit/(loss) | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||
PPA1 | ( | |||||||||||||||||||||||||||||||
Restructuring expenses2 | ( | |||||||||||||||||||||||||||||||
Expenses related to transaction activities3 | ( | |||||||||||||||||||||||||||||||
| Finance cost | ( | |||||||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||||||||
| Loss before tax | $ | ( | ||||||||||||||||||||||||||||||
1PPA 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 1. The Company in the Group’s annual report on Form 20-F for the year ended December 31, 2023.
2Includes expenses for restructuring from severance, exit and termination events.
3Includes advisory fees in connection with M&A activities and non-recurring costs associated with the IPO and disposal of businesses.
4Includes 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 loss 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 (73.8 % and 77.5 % as of September 30, 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 owned from Finland. No other country is deemed individually material for the Group in all periods presented for the purpose of this disclosure.
NOTE 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, which includes Arc’teryx and Peak Performance.
Outdoor Performance, which includes the Salomon, Atomic, and Armada brands. On May 1, 2024, the Company sold ENVE, which was part of the Outdoor Performance segment. The ENVE business represented less than 1% of the Company’s net revenue and was not considered material to the Company's consolidated results of operations.
Ball & Racquet Sports, which includes Wilson, Demarini, Louisville Slugger, Evoshield, and ATEC.
Geographic revenues are presented according to customers’ location.
14
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
GEOGRAPHIC BREAKDOWN OF REVENUES
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
EMEA1 | $ | $ | $ | $ | ||||||||||||||||||||||
Americas2 | ||||||||||||||||||||||||||
Greater China3 | ||||||||||||||||||||||||||
Asia Pacific4 | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
1Consists 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.
2Consists of the United States, Canada and certain countries in Latin America. Revenue generated in the United States comprised 27 % and 29 % of the total Group revenue for the three months ended September 30, 2024, and 2023, respectively, and 27 % and 31 % of the total Group revenue for the nine months ended September 30, 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.
3Consists of Mainland China, Hong Kong, Taiwan and Macau. Revenue generated in Mainland China comprised 22 % and 17 % of the total Group revenue for the three months ended September 30, 2024, and 2023, respectively, and 24 % and 18 % of the total Group revenue for the nine months ended September 30, 2024, and 2023, respectively. Except for Mainland China, no country in the region generated more than 10% of the total Group revenue in any of the periods presented.
4Excludes Greater China. The Company has its 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 September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Technical Apparel | $ | $ | $ | $ | ||||||||||||||||||||||
| Outdoor Performance | ||||||||||||||||||||||||||
| Ball & Racquet Sports | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
BREAKDOWN OF REVENUES BY CHANNEL
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Wholesale | $ | $ | $ | $ | ||||||||||||||||||||||
| DTC | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
The Company did not recognize 10% or more of total revenue with any single customer in any of the periods presented.
15
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
CONTRACT BALANCES
Contract liabilities amounted to $48.4 million and $25.0 million, as of September 30, 2024 and December 31, 2023 respectively, and primarily relate to deferred revenue as well as accrued discounts and rebates. The Company expects that these contract liabilities will result in revenue within one year.
NOTE 5. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Selling and marketing expenses | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Administrative and other expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
In the fourth quarter of 2023, the Company updated the presentation of Selling and marketing expenses and Administrative and other expenses on the face of the consolidated statement of loss and other comprehensive income and loss starting with the year ended December 31, 2023 to combine the line items into one line item named Selling, general and administrative expenses, for all periods presented. The Company elected to make this reclassification as they believe it provides a more meaningful presentation to investors of the costs by function, and improves comparability to peers.
NOTE 6. SHARE-BASED PAYMENTS
Employee Stock Ownership Plan 2019 and Employee Stock Ownership Plan 2023
The objectives of the Employee Stock Ownership Plan 2019 (“2019 ESOP”) and the Employee Stock Ownership Plan 2023 (“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.
The maximum number of options under the 2019 ESOP and 2023 ESOP that may be granted is 3.0 % 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 (an initial 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 ratably over a period of 3 to 5 years, 65 % of the options granted are with Group and/or brand performances.
The Company started recognizing share-based payment expenses for equity-settled awards and cash-settled awards during the fourth quarter of 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 modifications 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.
16
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
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 September 30, 2024.
2019 ESOP:
The following table summarizes the activity of share options under the 2019 ESOP during the nine months ended September 30, 2024.
| Number of options | Weighted average exercise price | ||||||||||
| Outstanding at January 1, 2024 | $ | ||||||||||
| Granted during the year | $ | ||||||||||
| Forfeited during the year | ( | $ | |||||||||
| Exercised during the year | ( | $ | |||||||||
| Outstanding at September 30, 2024 | $ | ||||||||||
| Exercisable at September 30, 2024 | $ | ||||||||||
The options outstanding had a remaining weighted average contractual life of 5.25 years and 6.0 years at September 30, 2024 and December 31, 2023, respectively.
2023 ESOP:
The following table summarizes the activity of share options under the 2023 ESOP during the nine months ended September 30, 2024.
| Number of options | Weighted average exercise price | ||||||||||
| Outstanding at January 1, 2024 | $ | ||||||||||
| Granted during the year | $ | ||||||||||
| Forfeited during the year | ( | $ | |||||||||
| Exercised during the year | $ | ||||||||||
| Outstanding at September 30, 2024 | $ | ||||||||||
| Exercisable at September 30, 2024 | $ | ||||||||||
The options outstanding had a remaining weighted average contractual life of 5.25 years and 6.0 years at September 30, 2024 and December 31, 2023, respectively.
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. The 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.
17
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The inputs used in the measurement of the fair values of equity-settled awards at the respective modification 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 Fair value at re-measurement dates: | Cash settled awards remeasured fair value at September 30, 2024 | |||||||||
| Cash compensation payable of group performance based options | N/A | $ | |||||||||
| Fair value of underlying share at re-measurement dates | $ | N/A | |||||||||
| Exercise price | $ | N/A | |||||||||
| Expected volatility | |||||||||||
| Expected life | |||||||||||
| Expected dividends | |||||||||||
| Risk-free interest rate | |||||||||||
| 2023 ESOP: | Equity-settled awards Fair value at re-measurement dates: | Cash settled awards remeasured fair value at September 30, 2024 | ||||||||||||
| Cash compensation payable of group performance based options | N/A | $ | ||||||||||||
| Fair value of underlying share at re-measurement dates | $ | N/A | ||||||||||||
| Exercise price | $ | N/A | ||||||||||||
| Expected volatility | ||||||||||||||
| Expected life | ||||||||||||||
| Expected dividends | ||||||||||||||
| Risk-free interest rate | ||||||||||||||
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 share 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 40,500,010 shares, which includes forfeitures of awards under the 2019 ESOP and 2023 ESOP Plans.
The Company made grants of restricted share units that generally vest ratably over a period of three years , subject to continued employment of the recipients. The Company also made grants of performance share units ("PSUs"), which generally vest at the end of a three-year period, subject to continued employment and the achievement of certain revenue and Adjusted EBITDA targets.
18
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The following table summarizes the activity in restricted share units and performance share units for employees and non-employee directors during the nine months ended September 30, 2024.
| Restricted Share Units | Performance Share Units | ||||||||||||||||||||||
| Number of units | Weighted Average Grant Date Fair Value | Number of units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||
| Outstanding at January 1, 2024 | $ | $ | |||||||||||||||||||||
| Granted during the year | $ | $ | |||||||||||||||||||||
| Vested during the year | ( | $ | $ | ||||||||||||||||||||
| Forfeited during the year | ( | $ | ( | $ | |||||||||||||||||||
| Outstanding at September 30, 2024 | $ | $ | |||||||||||||||||||||
The Company recorded expenses amounting to $4.9 million and $8.8 million for the three and nine months ended September 30, 2024, respectively, for RSUs and PSUs granted under the Omnibus Incentive Plan.
NOTE 7. FINANCE INCOME AND COST
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Finance income | $ | $ | $ | $ | ||||||||||||||||||||||
| Finance cost | ||||||||||||||||||||||||||
| Interest cost to related parties | ( | ( | ( | |||||||||||||||||||||||
| Interest cost on other interest bearing debt | ( | ( | ( | ( | ||||||||||||||||||||||
| Exchange rate losses | ( | ( | ||||||||||||||||||||||||
| Other finance cost | ( | ( | ( | ( | ||||||||||||||||||||||
| ( | ( | ( | ( | |||||||||||||||||||||||
| Loss on debt extinguishment | ( | |||||||||||||||||||||||||
| Net finance cost | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
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 31, 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 31, 2023 were repaid. As a result of the repayment, the Company recorded a loss on the early extinguishment of debt of $14.3 million during the nine months ended September 30, 2024.
Exchange rate losses for the nine months ended September 30, 2024 includes approximately $18.0 million of losses related to contract costs incurred in association with our IPO.
NOTE 8. 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 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.
19
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Income tax expense was $72.7 million for the three months ended September 30, 2024, compared to $32.6 million for the three months ended September 30, 2023. The effective tax rate was 56 % and (988 )% for the three months ended September 30, 2024, and 2023, respectively. The three months ended September 30, 2024, included withholding tax expenses of $8.4 million, offset by a favorable return to provision adjustment of $6.2 million. The effective tax rate of (988 )% for the three and months ended September 30, 2023, was due to high non-deductible interest expenses on related party loans, which were subsequently refinanced.
The effective tax rate was 32 % and (130 )% for the nine months ended September 30, 2024 and 2023, respectively. The nine months ended September 30, 2024, included a discrete tax benefit of $19.9 million due to the reversal of uncertain tax positions as a result of the closure of tax audits and expiration of statute of limitations, which was partially offset by withholding tax expense of $11.0 million. The effective tax rate of (130 )% for the the nine months ended September 30, 2023, is due to non-deductible interest expenses on related party loans, which were subsequently refinanced.
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.
NOTE 9. INTANGIBLE ASSETS
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 of September 30, 2024.
20
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
NOTE 10. PROPERTY, PLANT AND EQUIPMENT
| In millions | Land | Buildings and constructions | Machinery and equipment | Advances paid and construction in progress | Property, plant and equipment | |||||||||||||||||||||||||||
| Initial cost at January 1, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposal of subsidiary | ( | ( | ( | |||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Transfers | ( | |||||||||||||||||||||||||||||||
| Translation differences | ( | |||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Accumulated depreciation and impairment losses at January 1, 2024 | ||||||||||||||||||||||||||||||||
| Depreciation during the period | ||||||||||||||||||||||||||||||||
| Disposal of subsidiary | ( | ( | ||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | |||||||||||||||||||||||||||||
| Translation differences | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
NOTE 11. INVENTORIES
Gross and net inventories
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||
| Gross inventories | $ | $ | ||||||||||||
| Net realizable value valuation provision | ( | ( | ||||||||||||
| Net inventories | $ | $ | ||||||||||||
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||
| Net inventories | ||||||||||||||
| Raw materials and consumables | $ | $ | ||||||||||||
| Work in progress | ||||||||||||||
| Finished goods | ||||||||||||||
| Total | $ | $ | ||||||||||||
NOTE 12. 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 September 30, 2024 there were 505,559,667 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.
21
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
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 384,499,607 505,249,607
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.
NOTE 13. INTEREST-BEARING LIABILITIES
| In millions | Consolidated statement of financial position value September 30, 2024 | Nominal interest rates | ||||||||||||
| Loans from financial institutions | $ | Long term Short term | ||||||||||||
| Lease liabilities | % | |||||||||||||
| Other interest-bearing liabilities | ||||||||||||||
| Total | $ | |||||||||||||
| In millions | Consolidated statement of financial position value December 31, 2023 | Nominal interest rates | ||||||||||||
| Loans from financial institutions | $ | Long term Short term | ||||||||||||
| Loans from related parties | ||||||||||||||
| Lease liabilities | % | |||||||||||||
| Other interest-bearing liabilities | % | |||||||||||||
| Total | $ | |||||||||||||
On February 16, 2024, the Company entered into a new credit agreement providing for (i) a new 7-year $500 million term loan facility ("USD Term Loan Facility"), (ii) a new 7-year EUR 700 million term loan facility ("EUR 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 September 30, 2024, $128.8 million was outstanding on the Revolving Credit Facility and included in Interest-bearing liabilities on the consolidated statement of financial position.
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 31, 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 $90.0 million and $291.0 million, respectively, as of December 31, 2023 (both recorded within current interest-bearing liabilities).
22
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
On September 2, 2024, Amer Sports Shanghai Trading Ltd., our wholly owned subsidiary, entered into a CNY 500 million unsecured working capital line of credit with China Merchants Bank Co., Ltd, which bears interest at 3.0 %. The line of credit expires in September 2025. As of September 30, 2024, $71.3 million (based on the exchange rate on September 30, 2024), the full amount of the line of credit, was outstanding and included in Interest-bearing liabilities on the consolidated statement of financial position.
On September 30, 2024, the Company prepaid $65.0 million on its USD Term Loan Facility as a result of improving working capital management and drawing down on its China working capital line of credit. Simultaneously, the Company repriced its USD Term Loan Facility and EUR Term Loan Facility. The USD Term Loan Facility bears interest at a rate per annum equal to, at the option of the Company, either (i) a term SOFR-based rate or (ii) a U.S. dollar base rate plus an applicable margin (provided, however, that the term SOFR-based rate shall be no less than 0.00 % per annum and the U.S. dollar base rate shall be no less than 1.00 % per annum at any time). The EUR Term Loan Facility bears interest at a rate per annum equal to EURIBOR plus an applicable margin (provided, however, that the EURIBOR based rate shall be no less than 0.00 % per annum at any time). The repricing reduced the interest rate margins for borrowings under the USD Term Loan Facility from 3.00 % - 3.25 % to 2.50 % - 2.75 % for the SOFR-based rate and from 2.00% - 2.25% to 1.50% - 1.75% for the U.S. dollar base rate, and interest rate margins for borrowings under the EUR Term Loan Facility from 3.25 % - 3.50 % to 2.75 % - 3.00 %. There are no changes to the maturity of the USD and EUR Term Loan Facilities as a result of this repricing. The Company has elected the accounting policy to treat the repricing, a revision of an interest rate (or a component of an interest rate) in which the lender has a right to demand immediate repayment (or the borrower has an option to prepay) without significant penalty, as a re-estimation of the cash flows under the existing contract. The revised effective interest rate was used to discount the modified contractual cash flows. There was no gain or loss recorded on the repricing. The Company incurred $2.3
NOTE 14. OTHER LIABILITIES
Other current liabilities
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||
| Related to financing activities: | ||||||||||||||
| Payables related to derivatives | ||||||||||||||
| Accrued interest | ||||||||||||||
| Related to operating and other activities: | ||||||||||||||
| Accrued personnel costs | ||||||||||||||
| Accrued advertising and promotions | ||||||||||||||
| Sales & value-added taxes | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Refund liabilities | ||||||||||||||
| Goods received not invoiced | ||||||||||||||
| Accrued royalties | ||||||||||||||
| Liabilities for share-based payments | ||||||||||||||
| Other accrued liabilities | ||||||||||||||
| Total | $ | $ | ||||||||||||
23
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
NOTE 15. PROVISIONS
| In millions | Product warranty | Restructuring | Other | Total | ||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Translation differences | ( | ( | ||||||||||||||||||||||||
| Provisions made during the period | ||||||||||||||||||||||||||
| Provisions used during the period | ( | ( | ( | ( | ||||||||||||||||||||||
| Provisions reversed during the period | ( | ( | ||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Long-term provisions | $ | |||||||||||||||||||||||||
| Current provisions | ||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
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 .
NOTE 16. COMMITMENTS
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||
| Guarantees | $ | $ | ||||||||||||
Other commitments | ||||||||||||||
Other commitments primarily consist of long-term endorsement contracts with professional and non-professional sports leagues, certain short-term contracts, and contracts with brand ambassadors.
There are no guarantees or contingencies given for the management of the Group, for the shareholders, or for the associated companies.
Ongoing litigation
The Group has extensive international operations and is involved in a number of legal proceedings, including product liability suits. Litigation is assessed on an ongoing basis by evaluating the probability of any potential financial impact. In management's opinion, we have adequate legal defenses, insurance coverage, or accrued liabilities with respect to such proceedings. We do not expect that any settlement would have a material adverse effect on the consolidated interim statement of income and loss and other comprehensive income or loss or consolidated interim statement of financial position.
NOTE 17. 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, except that subsequent to the IPO, Amer Sports Management Company (Cayman) Limited, the Boards of Directors of Amer Sports Holding (Cayman) Limited and Amer Sports Holding 3 Oy, and the President and CEO of Amer Sports Corporation are no longer related parties.
24
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The Company's transactions with ANTA Sports comprise the following:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Purchases of goods and services from ANTA Sports and subsidiaries | $ | $ | $ | $ | ||||||||||||||||||||||
| Sales to ANTA Sports and subsidiaries | ||||||||||||||||||||||||||
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 Executive Committee, and the Executive Board.
Key management prior to the IPO also included the Board of Directors of Amer Sports Holding 3 Oy.
Compensation to key management recognized in earnings:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Salaries and other short-term employee benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Post-employment benefits | ||||||||||||||||||||||||||
Expenses related to share-based incentive plans1 | ||||||||||||||||||||||||||
| Other long-term benefits | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
1Includes expenses for the share-based payments and for fixed cash compensation on stock options vested at period end.
Remuneration of $0.1 million and $0.2 million was paid to the Board of Directors for the three and nine months ended September 30, 2024, respectively. No
The Company was granted the following long-term loans from the former parent company, Amer Sports Holding (Cayman) Limited:
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||
| Long-term loans from the parent company: | ||||||||||||||||||||||||||
| Investment Loan | $ | $ | ||||||||||||||||||||||||
| Facility A Loan | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
| At the Group level, the loan was netted by upfront fees related to the aforementioned loan. | ||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Interest expenses to the parent company: | ||||||||||||||||||||||||||
| Investment Loan | $ | $ | $ | $ | ||||||||||||||||||||||
| Facility A Loan | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
25
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The Investment Loan was an unsecured loan from Amer Sports Holding (Cayman) Limited ("JVCo"). 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 the Company's 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 the Company's 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 12. Shareholders' Equity/(Deficit) 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):
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||
| ANTA Sports and subsidiaries | ||||||||||||||
| Current payables (purchases of goods and services) | $ | $ | ||||||||||||
| Current receivables (sales of goods) | ||||||||||||||
| Amer Sports Holding (Cayman) Limited | ||||||||||||||
| Accounts receivable, net | ||||||||||||||
| Other receivables | ||||||||||||||
| Key management personnel | ||||||||||||||
| Provisions short and long-term incentive | ||||||||||||||
| Amer Sports Management Company (Cayman) Limited | ||||||||||||||
| Loans from related parties taken in 2022 | ||||||||||||||
| Interest expenses | ||||||||||||||
| Low Tide Properties Ltd. | ||||||||||||||
| Right-of-use asset / Lease liability | ||||||||||||||
Current payables to and receivables from ANTA Sports have a short term maturity, are interest free and not secured.
26
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
NOTE 18. BALANCE SHEET VALUES OF FINANCIAL ASSETS AND LIABILITIES BY MEASUREMENT CATEGORIES
| September 30, 2024 | Financial assets/ liabilities at fair value through profit and loss | Derivative financial instruments used in cash flow hedge accounting | Financial assets/ liabilities measured at amortized cost | Financial assets at fair value through OCI | Carrying amount by balance sheet item | |||||||||||||||||||||||||||
| In millions | ||||||||||||||||||||||||||||||||
| NON-CURRENT FINANCIAL ASSETS | ||||||||||||||||||||||||||||||||
| Other non-current financial assets | $ | - | $ | - | $ | $ | $ | |||||||||||||||||||||||||
Promissory notes | ||||||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | - | |||||||||||||||||||||||||||||
| CURRENT FINANCIAL ASSETS | ||||||||||||||||||||||||||||||||
| Hold-to-collect accounts receivable | - | - | - | |||||||||||||||||||||||||||||
| Available-for-sale factoring receivables | - | - | - | |||||||||||||||||||||||||||||
Other non-interest yielding receivables2 | - | - | - | |||||||||||||||||||||||||||||
Promissory notes2 | - | - | - | |||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | - | - | - | |||||||||||||||||||||||||||||
| Balance by category at September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| LONG-TERM FINANCIAL LIABILITIES | ||||||||||||||||||||||||||||||||
| Long-term interest-bearing liabilities | $ | - | $ | - | $ | $ | - | $ | ||||||||||||||||||||||||
| Long-term lease liabilities | - | - | - | |||||||||||||||||||||||||||||
| Other long-term liabilities | - | - | - | |||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | ||||||||||||||||||||||||||||||
| Interest rate derivatives | - | - | - | |||||||||||||||||||||||||||||
| CURRENT FINANCIAL LIABILITIES | ||||||||||||||||||||||||||||||||
| Current interest-bearing liabilities | - | - | - | |||||||||||||||||||||||||||||
| Current lease liabilities | - | - | - | |||||||||||||||||||||||||||||
| Accounts payable | - | - | - | |||||||||||||||||||||||||||||
Other current liabilities3 | - | - | - | |||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | ||||||||||||||||||||||||||||||
| Interest rate derivatives | - | ( | - | - | ( | |||||||||||||||||||||||||||
| Balance by category at September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
27
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
| December 31, 2023 | Financial assets/ liabilities at fair value through profit and loss | Derivative financial instruments used in cash flow hedge accounting | Financial assets/ liabilities measured at amortized cost | Financial assets at fair value through OCI | Carrying amount by balance sheet item | |||||||||||||||||||||||||||
| In millions | ||||||||||||||||||||||||||||||||
| NON-CURRENT FINANCIAL ASSETS | ||||||||||||||||||||||||||||||||
| Other non-current financial assets | $ | - | $ | - | $ | $ | $ | |||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Interest rate derivatives | - | - | - | |||||||||||||||||||||||||||||
| CURRENT FINANCIAL ASSETS | ||||||||||||||||||||||||||||||||
| Hold-to-collect accounts receivable | - | - | - | |||||||||||||||||||||||||||||
| Available-for-sale factoring receivables | - | - | - | |||||||||||||||||||||||||||||
Other non-interest yielding receivables2 | - | - | - | |||||||||||||||||||||||||||||
Promissory notes2 | - | - | - | |||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | ||||||||||||||||||||||||||||||
| Interest rate derivatives | - | - | - | |||||||||||||||||||||||||||||
| Cash and cash equivalents | - | - | - | |||||||||||||||||||||||||||||
| Balance by category at December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| LONG-TERM FINANCIAL LIABILITIES | ||||||||||||||||||||||||||||||||
| Long-term interest-bearing liabilities | $ | - | $ | - | $ | $ | - | $ | ||||||||||||||||||||||||
| Long-term lease liabilities | - | - | - | |||||||||||||||||||||||||||||
| Other long-term liabilities | - | - | - | |||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | - | |||||||||||||||||||||||||||||
| CURRENT FINANCIAL LIABILITIES | ||||||||||||||||||||||||||||||||
| Current interest-bearing liabilities | - | - | - | |||||||||||||||||||||||||||||
| Current lease liabilities | - | - | - | |||||||||||||||||||||||||||||
| Accounts payable | - | - | - | |||||||||||||||||||||||||||||
Other current liabilities3 | - | - | - | |||||||||||||||||||||||||||||
Derivative financial instruments1 | ||||||||||||||||||||||||||||||||
| Foreign exchange derivatives | - | - | ||||||||||||||||||||||||||||||
| Interest rate derivatives | - | - | - | |||||||||||||||||||||||||||||
| Balance by category at December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
1The 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.
28
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
| In millions | September 30, 2024 | December 31, 2023 | ||||||||||||
2 Other non-interest yielding receivables | ||||||||||||||
| Prepaid expenses and other receivables | $ | $ | ||||||||||||
| Less | ||||||||||||||
| Other tax receivables | ||||||||||||||
| Derivative financial instruments | ||||||||||||||
| Promissory notes | ||||||||||||||
| Total other non-interest yielding receivables | $ | $ | ||||||||||||
3 Other current liabilities | $ | $ | ||||||||||||
| Less | ||||||||||||||
| Other tax liabilities | ||||||||||||||
| Derivative financial instruments | ||||||||||||||
| Total other current liabilities | $ | $ | ||||||||||||
The following table presents the Group’s financial assets and liabilities that are measured at fair value at September 30, 2024:
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Financial assets at fair value through profit or loss | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments used in hedge accounting | |||||||||||||||||||||||
| Other non-current financial assets at fair value through OCI | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Financial liabilities at fair value through profit or loss | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments used in hedge accounting | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
29
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
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 | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments used in hedge accounting | |||||||||||||||||||||||
| Other non-current financial assets at fair value through OCI | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Financial liabilities at fair value through profit or loss | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments used in hedge accounting | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Carrying amounts of current financial instruments carried at amortized cost are reasonable approximation of fair value due to their short-term nature. As of September 30, 2024, the fair value of the Company’s long term loans from financial institutions, which are recorded at amortized cost, was $2,105.1 million compared to a carrying value of $2,082.5 million.
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.
The Group’s policy is to recognize transfers into and out of fair value hierarchy levels 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 and cross-currency 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 end of the reporting period; 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.
30
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
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 relatively short period to maturity of these instruments and low credit risk of counterparty. | The carrying amount approximates fair value due to the relatively short period to 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 | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Disposals | ( | ( | ( | |||||||||||||||||||||||
| Losses recognized in OCI | ( | ( | ||||||||||||||||||||||||
| Closing balance September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
NOTE 19. EARNINGS/(LOSS) PER SHARE
The following table presents an overview of the calculated basic and diluted earnings/(loss) per share:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| In millions (except for share and (loss)/earnings per share information) | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Income/(loss) for the period, attributable to the owners of the Company | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Basic weighted-average number of ordinary shares | ||||||||||||||||||||||||||
| Diluted weighted-average number of ordinary shares | ||||||||||||||||||||||||||
| Basic earnings/(loss) per share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Diluted earnings/(loss) per share | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
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 12. Shareholders' Equity/(Deficit) for further details on the Share Split.
31
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
For the three and nine months ended September 30, 2023, we incurred net losses and as a result, the inclusion of potentially dilutive shares relating to vested and unvested shares of restricted share units, performance share units, and stock options were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. The weighted average potentially dilutive shares excluded were 4,471,989 and 3,638,675 for the three and nine months ended September 30, 2023, respectively .
For the three and nine months ended September 30, 2024, 1,749,669 and 947,608 weighted average potentially dilutive shares outstanding related to unvested stock options and restricted share units were excluded from the computation of diluted earnings per share because their effects would have been anti-dilutive. In addition, for the three and nine months ended September 30, 2024, 6,197,863 and 5,497,086 weighted average potentially dilutive shares outstanding related to unvested performance share units and stock options were excluded from the computation of diluted earnings per share because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
NOTE 20. SUBSEQUENT EVENTS
32