8-K/A
Kontoor Brands, Inc. (KTB)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 31, 2025
KONTOOR BRANDS, INC.
(Exact name of registrant as specified in charter)
| North Carolina | 001-38854 | 83-2680248 |
|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission file number) | (I.R.S. employer <br>identification number) |
400 N. Elm Street
Greensboro, North Carolina 27401
(Address of principal executive offices)
(336) 332-3400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
|---|---|---|
| Common Stock, no par value | KTB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Introductory Note.
On June 2, 2025, Kontoor Brands, Inc. (the "Company") filed with the Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K (the "Initial 8-K") to disclose that the Company had completed its previously announced acquisition of all of the issued and outstanding share capital of CTC Triangle B.V., a Netherlands private limited liability company, which is the parent of a group of companies operating Helly Hansen, the global outdoor and workwear brand (the “Acquisition”).
This Current Report on Form 8-K/A amends the Initial 8-K to include (i) the historical audited financial statements and historical unaudited interim financial statements of Helly Hansen required by Item 9.01(a) on Form 8-K and (ii) the unaudited pro forma financial information required by Item 9.01(b) on Form 8-K. The Company had previously indicated in the Initial 8-K that such financial statements and pro forma information would be provided no later than 71 days from the date on which the Initial 8-K was required to be filed.
Except as described above, all other information in the Initial 8-K remains unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the year ended December 31, 2024, and December 31, 2023, are attached hereto as Exhibit 99.1 and incorporated by reference herein.
The unaudited condensed combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the three months ended March 31, 2025, and March 31, 2024, are attached hereto as Exhibit 99.2 and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information for Kontoor Brands, Inc., giving effect to the Acquisition and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 2 | Share Purchase Agreement, dated as of February 18, 2025, among Kontoor Nordic Holdings AS, Kontoor Brands, Inc. and Canadian Tire Corporation, Limited (incorporated by reference to Exhibit 2 to the Company's Form 8-K filed with the SEC on February 21, 2025) |
| 23.1 | Consent of Deloitte AS |
| 99.1 | Audited combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the year ended December 31, 2024, and December 31, 2023 |
| 99.2 | Unaudited condensed combined consolidated financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd. as of and for the three months ended March 31, 2025, and March 31, 2024 |
| 99.3 | Unaudited pro forma condensed combined statements of operations for Kontoor Brands, Inc., for the six months ended June 28, 2025, and the year ended December 28, 2024 |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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 hereunto duly authorized.
| KONTOOR BRANDS, INC. | ||
|---|---|---|
| Date: August 14, 2025 | By: | /s/ Joseph A. Alkire |
| Name: | Joseph A. Alkire | |
| Title: | Executive Vice President, Chief Financial Officer and Head of Global Operations |
Document
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in Registration Statement Nos. 333-231624, 333-231625, 333-231626, and 333-233252 on Form S-8 of Kontoor Brands, Inc. of our report dated May 28, 2025, relating to the financial statements of CTC Triangle B.V. and subsidiaries including HH-ALI PTE. Ltd., which appears in this Current Report on Form 8-K/A.
/s/ Deloitte AS
Oslo, Norway
August 14, 2025
exhibit991auditedhhfinan
Exhibit 99.1
Deloitte. INDEPENDENT AUDITOR'S REPORT Canadian Tire Corporation Limited 2180 Yonge Street, Toronto, Canada Deloitte AS Dronning Eufemias gate 14 NO-0191 Oslo Norway Tel: +47 23 27 90 00 www.deloitte.no Opinion We have audited the combined consolidated financial statements of CTC Triangle B.V. and subsidiaries, and 50% joint venture share of HH ALI PTE. LTD (together the "Group"), which comprise the combined consolidated statements of financial position as of December 31, 2024 and 2023, and the related combined consolidated statements of comprehensive income, changes in equity, and statement of cash flows for the years then ended, and the related notes to the combined consolidated financial statements (collectively referred to as the "financial statements"). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2024, and 2023, and the results of its operations and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Group and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the IASB, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Group's ability to continue as a going concern at least, but not limited to, twelve months [one year] from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited ("DTTL"), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as "Deloitte Global") does not provide services to clients. Please see www.deloitte.no for a more detailed description of DTTL and its member firms. © Deloitte AS Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282
Deloitte. Side 2 individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Deloitte AS Oelbilte Æ Oslo, Norway May 28, 2025
Content Combined consolidated statement of comprehensive income Combined consolidated statement of financial position Combined consolidated statement of cash flows Combined consolidated statement of changes in equity Notes to the combined consolidated financial statements Section 1 - Overview 1.1 Corporate information 1.2 Basis of preparation 1.3 General accounting policies 1.4 Significant judgments, estimates and assumptions Section 2 - Operating performance 2.1 Revenue from contracts with customers 2.2 Employee benefit expenses 2.3 Other operating expenses 2.4 Trade and other receivables 2.5 Other current liabilities 2.6 Provisions 2.7 Inventories Section 3 - Tax 3.1 Income tax Section 4 - Group and related parties 4.1 Overview of Group companies and joint venture 4.2 Related party transactions and balances Section 5 - Non-current assets 5.1 Intangible assets and goodwill 5.2 Impairment assessment 5.3 Property, plant & equipment 5.4 Right-of-use assets and lease liabilities Section 6 - Financial instruments, risk and equity 6.1 Overview of financial instruments 6.2 Derivatives 6.3 Interest-bearing liabilities 6.4 Fair value measurement 6.5 Aging of financial liabilities 6.6 Cash and cash equivalents 6.7 Finance income and expenses 6.8 Share capital and shareholders information 6.9 Financial risk management Section 7 - Other disclosures 7.1 Share-based payment 7.2 Events after the reporting period
Combined consolidated statement of comprehensive income For the year ended 31 December (NOK thousand) Note 2024 2023 Revenue from contracts with customers 2.1 6 929 797 7 005 775 Other income 89 297 131 209 Total revenues and other income 7 019 094 7 136 984 Cost of goods sold 2.7 3 544 244 3 948 225 Employee benefit expenses 2.2 1 040 295 952 582 Other operating expenses 2.3 1 632 705 1 467 924 Depreciation and amortization 5.1, 5.3, 5.4 252 441 243 354 Operating profit 549 410 524 898 Share of results from joint venture 4.1 -4 811 -62 328 Finance income 6.7 29 930 25 596 Finance expense 6.7 161 896 172 930 Net financial items 131 966 147 334 Profit before tax 412 632 315 236 Income tax expense 3.1 84 253 49 336 Net profit for the year 328 379 265 900 Other comprehensive income Items which may subsequently be reclassified to profit or loss: Translation differences of foreign operations 71 240 59 990 Net gain/(loss) on cash flow hedges, before tax 6.2 98 916 14 534 Income tax on hedging reserve 6.2 -21 762 -3 197 Other comprehensive income for the year 148 394 71 326 Total comprehensive income for the year 476 773 337 226 Net profit/loss for the year attributable to: Equity holders of the parent company 328 379 265 900 Total comprehensive income attributable to: Equity holders of the parent company 476 773 337 226
Combined consolidated statement of financial position (NOK thousand) Note 12/31/2024 12/31/2023 01/01/2023 Intangible assets 5.1 3 418 925 3 398 269 3 380 982 Goodwill 5.1 2 745 081 2 715 693 2 691 099 Property, plant and equipment 5.3 310 196 289 895 210 389 Right-of-use assets 5.4 815 372 746 434 677 926 Non-current derivative financial assets 6.2 59 498 27 178 44 402 Deferred tax asset 3.1 145 361 153 926 152 977 Other non-current assets 13 696 13 355 13 137 Investment in joint venture 4.1 129 867 94 296 110 794 Total non-current assets 7 637997 7 439 047 7 281 706 Inventories 2.7 2 614 008 2 631 769 2 790 468 Trade and other receivables 2.4 1 372 849 1 263 704 1 406 617 Current derivative financial assets 6.2 189 480 137 611 130 478 Other current assets 136 616 103 154 73 310 Income tax receivable 291 Cash and cash equivalents 6.6 1 117 415 1 344 408 772 166 Total current assets 5 430 368 5 480936 5 173 039 Total assets 13 068 365 12919982 12 454 745 (NOK thousand) Note Share capital 6.8 976 976 976 Share premium 6.8 7 219 412 7 219 412 7 219 412 Other capital reserves 6.2 425 548 277 153 205 827 Retained earnings 114 871 -244 675 -555 309 Total equity 7 760 807 7 252 866 6 870906 Non-current interest-bearing liabilities 6.3 1 962 161 Non-current lease liabilities 5.4 665 859 613 735 564 297 Deferred tax liability 3.1 772 913 763 884 757 643 Non-current derivative financial liabilities 6.2 37 742 21 207 21 703 Non-current provisions 2.6 8 720 3 208 1 096 Non-current contract liabilities 2.1 6 492 4 239 2 090 Other non-current liabilities 5 388 4 958 6 100 Total non-current liabilities 1 497 115 1 411 230 3 315 090 Current interest-bearing liabilities 6.3 1 788 352 2 581 914 431 378 Trade payables 674 838 561 871 788 875 Other current liabilities 2.5 907 297 803 829 791 315 Current lease liabilities 5.4 218 435 190 965 155 116 Current contract liabilities 2.1 16 711 10 656 11 138 Current provisions 2.6 35 182 15 408 27 661 Income tax payable 58 007 13 870 Current derivative financial liabilities 6.2 111 622 91 243 49 395 Total current liabilities 3 810 443 4 255 886 2 268 749 Total liabilities 5 307 558 5 667 116 5 583 838 Total equity and liabilities 13 068 365 12919982 12 454 745 Oslo, May 28, 2025 /s/ Carrie Ask Carrie Ask (CEO of Helly Hansen Group)
exhibit992unauditedhhint
Condensed Combined Consolidated Interim Financial Statements Q1 2025 CTC Triangle B.V. and subsidiaries including HH-ALI PTE. LTD Exhibit 99.2
Condensed combined consolidated interim statement of comprehensive income Condensed combined consolidated interim statement of financial position Condensed combined consolidated interim statement of cash flows Condensed combined consolidated interim statement of changes in equity Notes to the condensed combined consolidated interim financial statements Section 1 - Overview 1.1 Corporate information 1.2 Basis of preparation 1.3 Significant judgments, estimates and assumptions Section 2 - Operating performance 2.1 Revenue from contracts with customers 2.2 Inventories Section 3 - Financial instruments, risk and equity 3.1 Derivatives 3.2 Fair value measurement 3.3 Cash and Cash Equivalents Section 4 - Other disclosures 4.1 Overview of Group companies and joint venture 4.2 Related party transactions 4.3 Events after the reporting period
Condensed combined consolidated interim statement of comprehensive income (NOK thousand) Note Q1 2025 Q1 2024 Revenue from contracts with customers 2.1 1 650 679 1 563 808 Other income 22 377 17 372 Total revenues and other income 1 673 056 1 581 181 Cost of goods sold 771 357 761 081 Employee benefit expenses 297 754 261 666 Other operating expenses 433 404 347 062 Depreciation and amortization 67 553 62 817 Operating profit 102 989 148 555 Share of results from joint venture 4.1 16 976 -3 525 Finance income 6 992 7 576 Finance expense 31 360 41 188 Profit before tax 95 596 111 417 Income tax expense 23 723 8 465 Net profit for the year 71 874 102 952 Other comprehensive income Items which may subsequently be reclassified to profit or loss: Translation differences of foreign operations -43 342 40 234 Net gain/(loss) on cash flow hedges, before tax 3.1 -211 153 22 940 Income tax on hedging reserve 3.1 46 454 -5 047 Other comprehensive income for the year -208 041 58 127 Total comprehensive income for the year 136 167- 161 079 Net profit/loss for the year attributable to: Equity holders of the parent company 71 874 102 952 Total comprehensive income attributable to: Equity holders of the parent company -136 167 161 079 For the three months ended 31 March
Condensed combined consolidated interim statement of financial position (NOK thousand) Note 3/31/2025 12/31/2024 Intangible assets 3 409 922 3 418 925 Goodwill 2 732 272 2 745 081 Property, plant and equipment 308 924 310 196 Right-of-use assets 931 409 815 372 Non-current derivative financial assets 3.1 - 59 498 Deferred tax asset 166 197 145 361 Other non-current assets 12 660 13 696 Investment in joint venture 4.1 137 705 129 867 Total non-current assets 7 699 089 7 637 997 Inventories 2.2 2 368 447 2 614 008 Trade and other receivables 1 142 681 1 372 849 Current derivative financial assets 3.1 66 238 189 480 Other current assets 76 415 136 616 Cash and cash equivalents 700 226 1 117 415 Total current assets 4 354 007 5 430 368 Total assets 12 053 096 13 068 365 (NOK thousand) Note Share capital 976 976 Share premium 7 219 412 7 219 412 Other capital reserves 3.1 217 506 425 548 Retained earnings 186 745 114 871 Total equity 7 624 639 7 760 807 Non-current lease liabilities 779 765 665 859 Deferred tax liability 770 069 772 913 Non-current derivative financial liabilities 3.1 - 37 742 Non-current provisions 12 112 8 720 Non-current contract liabilities 6 054 6 492 Other non-current liabilities 6 286 5 388 Total non-current liabilities 1 574 285 1 497 115 Current interest-bearing liabilities 1 416 654 1 788 352 Trade payables 333 688 674 838 Other current liabilities 784 387 907 297 Current lease liabilities 218 006 218 435 Current contract liabilities 611 16 711 Current provisions 21 370 35 182 Income tax payable 55 307 58 007 Current derivative financial liabilities 3.1 24 148 111 622 Total current liabilities 2 854 171 3 810 443 Total liabilities 4 428 456 5 307 558 Total equity and liabilities 12 053 096 13 068 365 Oslo, 13 August 2025 /s/ Zornitsa Radkova-Lund Zornitsa Radkova-Lund (Representing the Helly Hansen Group)
Condensed combined consolidated interim statement of cash flows All amounts in NOK thousand Note Q1 2025 Q1 2024 Cash flow from operating activities Profit/loss before tax 95 596 111 417 Adjustments to reconcile loss before tax to net cash flow Share of profit/loss before tax of joint venture -16 976 3 525 Net financial items 24 368 33 612 Depreciation and amortization 67 553 62 817 Net gain/loss on derivative instruments at fair value through profit or loss -143 797 43 889 Gain on disposal of property, plant and equipment -37 -7 Working capital adjustments Changes in inventories 2.2 245 561 148 482 Changes in trade and other receivables 230 168 54 636 Changes in trade payables -341 149 -191 671 Changes in provisions -10 420 2 188 Changes in contract liabilities -16 538 -4 394 Changes in other operating items -61 061 -19 727 Other items Tax paid -12 327 -9 343 Net cash flows from operating activities 60 941 235 425 Cash flow from investing activities Purchase of property, plant and equipment -31 334 -10 345 Interest received 5 782 7 353 Net cash flows from investing activities -25 552 -2 992 Cash flow from financing activities Repayments of borrowings -275 000 -200 000 Net change in bank draft -85 064 -259 764 Payments for principal for the lease liability -47 796 -44 215 Payments for interest for the lease liability -9 700 -8 131 Interest paid -31 096 -39 926 Net cash flows from financing activities -448 656 -552 036 Net change in cash and cash equivalents -413 267 -319 604 Cash and cash equivalents at beginning of the year 1 117 415 1 344 408 Net foreign exchange difference -3 921 4 317 Cash and cash equivalents at 31 March 700 226 1 029 121 For the three months ended 31 March
Condensed combined consolidated interim statement of changes in equity All amounts in NOK thousand 2025 Note Share capital Share premium Hedging reserve Cumulative translation differences Retained earnings Total equity Equity as at January 1, 2025 976 7 219 412 164 734 260 813 114 871 7 760 807 Net profit or loss for the year 71 874 71 874 Other comprehensive income or loss, net of tax* 3.1 -164 699 -43 342 -208 041 Equity as at March 31, 2025 976 7 219 412 35 217 471 186 745 7 624 640 2024 Note Share capital Share premium Hedging reserve Cumulative translation differences Retained earnings Total equity Equity as at January 1, 2024 976 7 219 412 87 580 189 573 -244 676 7 252 866 Net profit or loss for the year 102 952 102 952 Other comprehensive income or loss, net of tax* 3.1 17 893 40 234 58 127 Equity as at March 31, 2024 976 7 219 412 105 473 229 807 -141 724 7 413 945 Paid-in equity Paid-in equity Other capital reserves Other capital reserves *Other comprehensive income (loss) consists of translation of results and financial position of subsidiaries as well as the parent company with functional currencies different than NOK to the presentation currency and net gain (loss) on cash flow hedges.
Section 1 - Overview 1.1 Corporate information 1.2 Basis of preparation 1.3 Significant judgments, estimates and assumptions These condensed combined consolidated interim financial statements consist of CTC Triangle B.V. (“the Company”) including subsidiaries and the investment in the joint venture HH-ALI PTE. LTD, collectively referred to as “the Group” in these combined condensed combined interim financial statements. CTC Triangle B.V. is incorporated and domiciled in the Netherlands with principal offices located at Herikerbergweg 88, 1101 CM Amsterdam. HH-ALI PTE. LTD is incorporated and domiciled in Singapore with principal offices located at 3 Church Street, #15-03 Samsung Hub, Singapore 049483. The Group’s operational activities are related to the sale of technical outdoor apparel and workwear. The products are sold in more than 40 countries, including core markets like Norway, Sweden, Canada, the United Kingdom and the United States. The condensed combined consolidated interim financial statements of the Group for the period ended 31 March 2025 were authorized for issue on 13 August 2025. The condensed combined consolidated interim financial statements of the Group comprise condensed combined consolidated interim statement of comprehensive income, condensed combined consolidated interim statement of financial position, condensed combined consolidated interim statement of cash flows, condensed combined consolidated interim statement of changes in equity and selected explanatory notes. The condensed combined consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB. The condensed combined consolidated interim financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual combined financial statements for the year ended 31 December 2024. The accounting policies adopted in the preparation of the condensed combined consolidated interim financial statements are consistent with those applied in the preparation of the Group's annual combined financial statements for the year ended 31 December 2024. All figures are presented in NOK thousand, except when otherwise stated. In preparing the condensed combined consolidated interim financial statements, the significant judgments, estimates and assumptions made by management in applying the Group’s accounting policies and the key source of estimation uncertainty were the same as those applied to the Group's annual combined financial statements for the year ended 31 December 2024.
Section 2 - Operating performance 2.1 Revenue from contracts with customers Specification of revenue (NOK thousand) Q1 2025 Q1 2024 Sport 1 144 089 1 007 668 Musto 96 139 112 515 Workwear 410 451 443 625 Other - - Total revenue from contracts with customers 1 650 679 1 563 808 Geographical markets (NOK thousand) Q1 2025 Q1 2024 North Europe 321 571 303 569 West Europe 152 334 143 048 East Europe 76 279 96 285 Central Europe 147 294 140 736 South Europe 248 704 238 264 Benelux 63 099 61 175 North America 572 150 537 642 Other 69 248 43 090 Total revenue from contracts with customers 1 650 679 1 563 808 Timing of revenue recognition (NOK thousand) Q1 2025 Q1 2024 Goods transferred at point in time 1 650 595 1 563 762 Goods and services transferred over time 84 46 Total revenue from contracts with customers 1 650 679 1 563 808 For the three months ended 31 March For the three months ended 31 March For the three months ended 31 March The Group generates revenue from customers through three different sales channels: Wholesale, E-commerce and Retail. This includes sale of goods across three product segments: Sport, Musto and Workwear. Additionally, the Group generates a smaller portion of revenue from Professional Services and sales-based royalties from licenses of intellectual property. The Group's operations are seasonal due to its focus on outdoor and sports apparel that is influenced by seasonal activities and weather conditions. Historically, large parts of revenues and operating profits have come in the second half of the year rather than in the first six months. The revenue information above is based on the locations of the customers.
2.2 Inventories Inventories (NOK thousand) 3/31/2025 12/31/2024 Finished goods 2 495 214 2 744 352 Total inventories (gross) 2 495 214 2 744 352 Provision for obsolete reserve -126 768 -130 344 Total inventories at the lower of cost and net realizable value 2 368 447 2 614 008 During Q1 2025, NOK 767 100 thousand was recognized as an expense for inventories in the line item cost of goods sold (Q1 2024: NOK 761 100 thousand). No write down expenses were recognized in Q1 2025 or Q1 2024.
3.1 Derivatives The impact of the cash flow hedge on the statement of financial position, as follows: As of March 31, 2025 Notional Amount Carrying Amount Line item in the statement of financial position Change in fair value FX Inventory Contract 1 394 909 16 922 Derivative Asset/ Derivative Liability -229 010 FX Sales Contract 1 415 180 25 167 Derivative Asset/ Derivative Liability 111 112 FX Balance Sheet Contract* - - Derivative Liability 60 373 Total 2 810 089 42 089 -57 525 As of December 31, 2024 Notional Amount Carrying Amount Line item in the statement of financial position Change in fair value FX Inventory Contract 3 004 802 245 933 Derivative Asset/ Derivative Liability 225 723 FX Sales Contract 3 555 792 -85 945 Derivative Asset/ Derivative Liability -68 958 FX Balance Sheet Contract 115 087 -60 373 Derivative Asset/ Derivative Liability -109 463 6 675 681 99 614 47 303 The impact of the cash flow hedge on the statement of profit or loss and other comprehensive income, as follows: Change in fair value Cash flow hedge reserve Change in fair value Cash flow hedge reserve Foreign exchange contracts -117 898 211 153 61 170 -22 940 Balance Sheet Contract 60 373 - -79 398 - -57 525 211 153 -18 228 -22 940 As of March 31, 2025 (NOK thousand) Total hedging gain/loss recognized in OCI Recorded in P&L Amount reclassified from OCI to P&L Foreign exchange contracts -211 153 93 255 -125 775 Balance Sheet Contract - 60 373 - -211 153 153 628 -125 775 As of December 31, 2024 (NOK thousand) Total hedging gain/loss recognized in OCI Recorded in P&L Amount reclassified from OCI to P&L Foreign exchange contracts 98 916 57 849 -189 439 Balance Sheet Contract - -109 463 - 98 916 -51 614 -189 439 Q1 2025 Q1 2024 For the three months ended 31 March The Group enters into foreign currency derivative contracts, to hedge its exposure to foreign currency risk associated with future sales and purchases of foreign-currency-denominated inventory. These derivatives are designated as hedging instruments as cash flow hedges. The Group also enters into foreign currency derivative contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for future transactions. For information about the settlement of the derivates see note 4.3 Events after the reporting period. * All balance sheet hedges were realised in March 2025.
3.1 Derivatives (continued) Impact of hedging on equity: Q1 2025 Q1 2024 (NOK thousand) Cash flow hedge reserve Cash flow hedge reserve Balance, beginning of year 211 198 112 282 Changes in fair value: - - Changes in fair value -117 898 -61 170 Deferral of de-designated hedges 32 520 23 618 Amount reclassified to profit or loss -122 862 60 492 MTM on outstanding cash balance designated -2 913 - Balance, end of period 45 135 222 Tax on movements on reserves during the year -10 -29 749 Net, cash flow hedge reserve, after tax 35 105 473 In the following table is the overview of the Group's is foreign exchange forward contracts: As of March 31, 2025 (NOK thousand) > 12 months 1-2 years 2-3 years 3-4 years Total FX Inventory Contract 16 922 - - - 16 922 FX Sales Contract 25 167 - - - 25 167 FX Balance Sheet Contract - - - - - Total 42 089 - - - 42 089 As of December 31, 2024 (NOK thousand) > 12 months 1-2 years 2-3 years 3-4 years Total FX Inventory Contract 187 304 58 628 - - 245 933 FX Sales Contract -62 607 -23 338 - - -85 945 FX Balance Sheet Contract -46 839 -13 535 - - -60 373 Total 77 858 21 756 - - 99 614 For the three months ended 31 March
3.2 Fair value measurement Carrying value Fair value Level 1 Level 2 Level 3 Non-current derivative financial assets* - - X Current derivative financial assets 66 238 66 238 X Non-current derivative financial liability - - X Current derivative financial liability 24 148 24 148 X Carrying value Fair value Level 1 Level 2 Level 3 Non-current derivative financial assets 59 498 59 498 X Current derivative financial assets 189 480 189 480 X Non-current derivative financial liability 37 742 37 742 X Current derivative financial liability 111 622 111 622 X As of December 31, 2024 (NOK thousand) As of March 31, 2025 (NOK thousand) Fair value disclosures Cash and cash equivalents, short-term deposits, trade and other receivables, loans receivable, trade and other payables, short-term borrowings, and loans are carried at fair value or amounts that approximate their fair value due to their short-term nature. Non-current assets are carried at fair value or amounts that approximate their fair value because their carrying amounts reflect current market interest rates. Fair values of financial instruments reflect the credit risk of the Company and counterparties when appropriate. Interest-bearing liabilities The fair values of the Group’s interest-bearing liabilities are determined by using the Discounted Cash Flow (DCF) method using a discount rate that reflects the issuer’s borrowing rate as of the end of the reporting period. The fair value of the Group’s interest-bearing liabilities are in most cases similar to the carrying amount, as the interest rates are floating and the non-performance risk as of 31 March 2025, was assessed to be insignificant. Derivatives The fair value of derivatives is estimated using readily observable market inputs and standard valuation models. Foreign exchange forward contracts are estimated by discounting the difference between the contractual forward price and the current forward price and applying a risk-free rate to reflect the maturity of the contract. Set out below is a comparison, by class, of the carrying amounts and fair values of the Group’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values: *The Group's balance sheet contracts have been settled during the first quarter of 2025.
3.3 Cash and Cash Equivalents Cash and cash equivalents (NOK thousand) 3/31/2025 12/31/2024 Bank deposits, unrestricted 668 283 1 084 182 Bank deposits, restricted 31 943 33 232 Total cash and cash equivalents 700 226 1 117 415 Cash and cash equivalents comprise cash at hand and banks which is subject to an insignificant risk of changes in value. Restricted bank deposits comprise of deposits and cash for withholding taxes which may not be used for other purposes. The Group has a cash-pool arrangement in DNB held by Helly Hansen AS, a subsidiary of the Group. The system is a multi-currency group account syste linked to a common limit account. The cash pool arrangement is presented on a gross basis, meaning that negative balances within individual currency accounts are classified as current interest- bearing liabilities and presented as overdrafts under financing activities in the cash flow statement.
4.1 Overview of Group companies and joint venture Consolidated entities 03/31/2025 Location Ownership CTC Triangle (Norway) I AS Norway 100 % Helly Hansen Holding AS Norway 100 % Musto Topco Limited UK 100 % Musto Midco Limited UK 100 % Musto Bidco Limited UK 100 % Musto Limited UK 100 % Helly Hansen AS Norway 100 % A/S Helly Hansen IMAK Denmark 100 % Helly Hansen AB Sweden 100 % Helly Hansen Oy Finland 100 % Helly Hansen Deutschland GmbH Deutschland 100 % Helly Hansen Austria GmbH Austria 100 % Helly Hansen Schweiz AG Switzerland 100 % Helly Hansen Italy SRL Italy 100 % Helly Hansen Magyarorzag Kft Hungary 100 % Helly Hansen Czech Republic s.r.o. Czech Republic 100 % Helly Hansen Sp Zoo Poland 100 % Helly Hansen (UK) Limited UK 100 % Helly Hansen Sportswear Spain Spain 100 % Helly Hansen Benelux BV Netherland 100 % Helly Hansen Distributi BV Netherland 100 % Helly Hansen France SARL France 100 % Helly Hansen US Inc. US 100 % Helly Hansen Leisure Canada Inc. Canada 100 % Helly Hansen Far East Limited Hong Kong 100 % Investment in joint venture 03/31/2025 Location Ownership HH-ALI PTE. LTD Singapore 50 % The following subsidiaries are included in the combined condensed consolidated financial statements as of March 31, 2025: Entering the Chinese market was intended as part of CTC acquisition of the Helly Hansen Group, as China was viewed to be a significant region in the global outdoor market. In 2021, a 50/50 JV partnership with the Chinese entity ALI was launched to develop and sell Helly Hansen products in China. The JV holding company was set up in Singapore with several subsidiaries and a head office in China. HH-ALI PTE. LTD has been in a startup phase since its establishment during the COVID-19 pandemic. Throughout the period from inception, the owners have infused new capital to offset initial losses and ensure essential investment capabilities. The improved profitability in Q1 2025, when compared to Q1 2024, is largely due to higher revenues and improving gross margins, somewhat offset by higher operating expenses. The value of the joint venture is dependent on its success to execute its strategy and meeting expectations for continued growth.
4.2 Related party transactions For the three months ended 31 March Related party transactions (NOK thousand) 2025 2024 Canadian Tire Corporation Ltd. Sales to related party 89 262 90 992 Interest expenses 14 559 21 173 HH-ALI PTE. LTD Royalty fees -7 377 2 982 Sales to related party 705 2 160 Related party balances (NOK thousand) 3/31/2025 12/31/2024 Canadian Tire Corporation Ltd. Amounts owed to related party* 24 300 8 866 Amounts owed by related party 955 559 1 242 194 HH-ALI PTE. LTD Amounts owed to related parties* 41 892 37 507 *The amounts are classified as trade receivables. Related parties include the shareholder, members of the Board and the executive management team in the Group. All transactions within the Group or with other related parties are based on the principle of arm's length. Intercompany balances and transactions between consolidated companies are eliminated in the combined condensed consolidated interim financial statements and are not presented in this note. The following tables provide the total amount of transactions and balances with related parties, consisting of amounts from Canadian Tire Corporation Ltd. ("CTC") and HH-ALI PTE. LTD, with the majority of transactions being with CTC for the relevant periods:
4.3 Events after the reporting period Adjusting events There have been no significant adjusting events subsequent to the reporting date. Non-adjusting events In April 2025, the US government imposed tariffs on goods imported from a range of countries, including countries from which Helly Hansen sources products. The situation is still developing, and management is currently assessing how the potential impacts of evolving economic conditions and policy decisions may affect revenues, pricing pressure, gross margins, and inventory levels going forward, with the expected highest impact being on the North American markets. Certain measures have been taken to mitigate the impact on the Group. On May 31, 2025, the Helly Hansen Group was acquired by the U.S. lifestyle apparel company Kontoor Brands, Inc. As part of the pre-closing transaction steps, the Group's outstanding loan to Canadian Tire Corporation Ltd. ("CTC") has been converted into equity. Additionally, the shares in the joint venture HH-ALI PTE. LTD have been transferred from CTC to Helly Hansen AS. These transactions have been executed through an in-kind capital contribution from CTC to the Group. Furthermore, the majority of the Group's derivatives were settled in April and May 2025, prior to the completion of the transaction with Kontoor Brands, Inc.
Document
Exhibit 99.3
Table of Contents
| UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION | 1 |
|---|---|
| Introduction | 1 |
| UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS | 2 |
| For thesix months ended June 28, 2025 | 2 |
| UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS | 3 |
| For theyear ended December 28, 2024 | 3 |
| Notes to Unaudited Pro Forma Condensed Combined Financial Information | 4 |
| Note1.Description of the Acquisition and Basis of Presentation | 4 |
| The Acquisition | 4 |
| Basis of Presentation | 5 |
| Note 2.Reclassification Adjustments | 6 |
| Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations | 9 |
| Transaction Accounting Adjustments | 9 |
| Financing Adjustments | 11 |
| Note4. Earnings per Share | 12 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On May 31, 2025 (the "Closing Date"), Kontoor Brands, Inc. (the “Company” or “Kontoor”) completed its acquisition (the "Acquisition") of all of the issued and outstanding share capital of CTC Triangle B.V., a Netherlands private limited liability company, which is the parent of a group of companies that operates the Helly Hansen® and Musto® brands. CTC Triangle B.V. and its subsidiaries are collectively referred to as “Helly Hansen.”
The Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 28, 2025, and for the year ended December 28, 2024, are presented to give effect to the Acquisition and the related financing as if it had occurred on December 31, 2023, which is the beginning of the fiscal year ended December 28, 2024. Subsequent to the Acquisition, the Company has filed its quarterly report on Form 10-Q for the period ended June 28, 2025. As the most recent historical balance sheet includes the acquired Helly Hansen business, a pro forma balance sheet has not been presented in the pro forma financial information herein. The unaudited pro forma financial information for Kontoor is derived from, and should be read in conjunction with, its Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2025, and its Form 10-Q as filed with the SEC on August 7, 2025. The unaudited pro forma financial information for Helly Hansen is derived from, and should be read in conjunction with, its historical audited Combined Consolidated Statement of Operations of Helly Hansen, for the year ended December 31, 2024, and its historical unaudited Condensed Combined Consolidated Statement of Operations of Helly Hansen for the three months ended March 31, 2025, included as exhibits to this Form 8-K.
The unaudited pro forma condensed combined financial information is presented as follows:
•The Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 28, 2025, was prepared based on (i) the historical unaudited Consolidated Statement of Operations of Kontoor for the six months ended June 28, 2025, which includes one month of post-acquisition results of Helly Hansen, (ii) the historical unaudited Condensed Combined Consolidated Statement of Operations of Helly Hansen for the three months ended March 31, 2025, and (iii) the results from operations for the two months ended May 31, 2025, representing the pre-acquisition stub period of Helly Hansen.
•The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 28, 2024, was prepared based on (i) the historical audited Consolidated Statement of Operations of Kontoor for the year ended December 28, 2024, and (ii) the historical audited Combined Consolidated Statement of Operations of Helly Hansen for the year ended December 31, 2024.
The Acquisition was accounted for using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X and are presented to illustrate the estimated effects of the Acquisition (the “Transaction Accounting Adjustments”) and financing impacts (the “Financing Adjustments” and, collectively, the “Adjustments”).
The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Acquisition been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The pro forma adjustments are based on the preliminary assumptions and information available that management believes are reasonable under the circumstances. The historical financial statements of the Company and Helly Hansen have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that constitute accounting adjustments, which are necessary to account for the Acquisition in accordance with U.S. generally accepted accounting principles (“GAAP”). The unaudited pro forma adjustments are based upon the limited availability of information provided to Kontoor management and certain assumptions that Kontoor management believes are reasonable.
The following unaudited pro forma condensed combined financial information gives effect to the Acquisition, which includes adjustments for the following:
•Certain reclassifications to conform Helly Hansen’s historical financial statement presentation to the Company’s historical financial statement presentation (Note 2);
•Transaction Accounting Adjustments (Note 3); and
•Proceeds and uses of the financing entered in connection with the Acquisition (Note 3).
All terms defined in this exhibit of the report are used solely for the purposes of this exhibit and do not apply to any other section of this report.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the six months ended June 28, 2025
(USD in Thousands)
| For the six months ended June 28, 2025 | For the five months ended May 31, 2025 | For the six months ended June 28, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Kontoor Brands, Inc. (Historical) - | Helly Hansen (Reclassified) - | Transaction Accounting Adjustments | Notes | Financing Adjustments | Notes | Pro Forma Combined for Acquisition and Financing Adjustments | ||||
| Net revenues | $ | — | $ | — | $ | 1,510,283 | ||||
| Costs and operating expenses | ||||||||||
| Cost of goods sold | 680,687 | 113,529 | (150) | 3D | — | 794,066 | ||||
| Selling, general and administrative expenses | 448,637 | 119,705 | (112) | 3A | — | 571,271 | ||||
| 1,523 | 3B | |||||||||
| (28) | 3C | |||||||||
| 1,546 | 3F | |||||||||
| Total costs and operating expenses | 1,129,324 | 233,234 | 2,779 | — | 1,365,337 | |||||
| Operating income (loss) | 151,836 | (4,111) | (2,779) | — | 144,946 | |||||
| Interest expense | (23,293) | (4,790) | 1,546 | 3F | (16,035) | 3H | (42,572) | |||
| Interest income | 6,337 | 1,136 | — | — | 7,473 | |||||
| Other income, net | 18,761 | — | — | — | 18,761 | |||||
| Income (loss) before income taxes | 153,641 | (7,765) | (1,233) | (16,035) | 128,608 | |||||
| Income taxes | (37,154) | 550 | 271 | 3G | 3,528 | 3I | (32,805) | |||
| Income from equity method investment | 264 | 1,769 | — | — | 2,033 | |||||
| Net income (loss) | $ | (962) | $ | (12,507) | $ | 97,836 | ||||
| Earnings per common share | ||||||||||
| Basic | $ | 1.76 | ||||||||
| Diluted | $ | 1.75 | ||||||||
| Weighted average shares outstanding | ||||||||||
| Basic | 55,458 | 55,458 | ||||||||
| Diluted | 56,017 | 56,017 |
All values are in US Dollars.
See accompanying notes to unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 28, 2024
(USD in Thousands)
| For the year ended December 28, 2024 | For the year ended December 31, 2024 | For the year ended December 28, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Kontoor Brands, Inc. (Historical) - | Helly Hansen (Reclassified) - | Transaction Accounting Adjustments | Notes | Financing Adjustments | Notes | Pro Forma Combined for Acquisition and Financing Adjustments | ||||
| Net revenues | $ | — | $ | — | $ | 3,260,348 | ||||
| Costs and operating expenses | ||||||||||
| Cost of goods sold | 1,446,008 | 329,612 | 1,350 | 3D | — | 1,776,970 | ||||
| Selling, general and administrative expenses | 819,281 | 272,064 | (75) | 3A | — | 1,098,944 | ||||
| 3,713 | 3B | |||||||||
| (67) | 3C | |||||||||
| 913 | 3E | |||||||||
| 3,115 | 3F | |||||||||
| Total costs and operating expenses | 2,265,289 | 601,676 | 8,949 | — | 2,875,914 | |||||
| Operating income | 342,289 | 51,094 | (8,949) | — | 384,434 | |||||
| Interest expense | (40,824) | (15,056) | 3,115 | 3F | (38,301) | 3H | (91,066) | |||
| Interest income | 11,149 | 2,783 | — | — | 13,932 | |||||
| Other expense, net | (11,191) | — | — | — | (11,191) | |||||
| Income before income taxes | 301,423 | 38,821 | (5,834) | (38,301) | 296,109 | |||||
| Income taxes | (55,621) | (7,835) | 1,284 | 3G | 8,426 | 3I | (53,746) | |||
| Loss from equity method investment | — | (447) | — | — | (447) | |||||
| Net income | $ | (4,550) | $ | (29,875) | $ | 241,916 | ||||
| Earnings per common share | ||||||||||
| Basic | $ | 4.36 | ||||||||
| Diluted | $ | 4.30 | ||||||||
| Weighted average shares outstanding | ||||||||||
| Basic | 55,549 | 55,549 | ||||||||
| Diluted | 56,321 | 56,321 |
All values are in US Dollars.
See accompanying notes to unaudited pro forma condensed combined financial information.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Description of the Acquisition and Basis of Presentation
The Acquisition
On February 18, 2025, Kontoor Brands, Inc. (the “Company” or “Kontoor”) entered into a definitive agreement to acquire all of the issued and outstanding share capital of CTC Triangle B.V., a Netherlands private limited liability company, which is the parent of a group of companies that operates the Helly Hansen® and Musto® brands. CTC Triangle B.V., its subsidiaries and the equity investment in the joint venture are collectively referred to as “Helly Hansen.”
The acquisition of Helly Hansen (the “Acquisition”) was completed on May 31, 2025 (the "Closing Date"), for $1.3 billion CAD (approximately $960 million U.S. dollars) in cash, subject to adjustments for finalization of working capital and other closing adjustments. The purchase price was primarily funded by indebtedness and cash on hand.
On April 8, 2025, the Company completed a refinancing pursuant to which it amended and restated its 2021 credit agreement to provide for (i) a five-year $700.0 million term loan facility ("Term Loan A-1") consisting of a $340.0 million initial term loan ("Initial Term Loan") and a $360.0 million delayed draw term loan ("Delayed Draw Term Loan"), (ii) a three-year $300.0 million delayed draw term loan facility ("Term Loan A-2") and (iii) a five-year $500.0 million revolving credit facility, collectively referred to as the "Credit Facilities." Upon closing of the Credit Facilities, the net proceeds from the Initial Term Loan were used to repay all of the $340.0 million principal amount outstanding under prior borrowings. On May 30, 2025, the Delayed Draw Term Loan and Term Loan A-2 were fully drawn and used to fund the Acquisition, along with approximately $300 million of cash on hand.
The following table summarizes the consideration transferred to consummate the Acquisition:
| (In thousands ) | |
|---|---|
| Cash consideration paid to seller | 957,470 |
| Less: Working capital and other closing adjustments | |
| Net purchase price | 903,525 |
All values are in US Dollars.
The purchase price is subject to finalization of working capital and other closing adjustments, which is expected to result in reimbursement from the seller for changes in working capital and certain other costs, pursuant to terms of the agreements between the parties. At the time of preparation of this pro forma financial information, the working capital and other closing adjustments have not yet been finalized. We have included an estimate for those adjustments in the net purchase price. Further adjustments may be made to the net purchase price as additional information about the facts and circumstances that existed as of the Closing Date is obtained.
The following table summarizes the preliminary purchase price allocation of the estimated fair values of assets acquired and liabilities assumed at the Closing Date of the Acquisition:
| (In thousands USD) | May 31, 2025 | |
|---|---|---|
| Cash and cash equivalents | $ | 33,467 |
| Accounts receivable | 82,275 | |
| Inventories | 172,212 | |
| Prepaid expenses and other current assets | 13,902 | |
| Property, plant and equipment | 35,615 | |
| Operating lease assets | 96,640 | |
| Intangible assets | 440,000 | |
| Deferred income tax assets | 14,085 | |
| Other assets (1) | 38,841 | |
| Total assets acquired | 927,037 | |
| Accounts payable | 53,763 | |
| Accrued and other current liabilities | 70,137 | |
| Operating lease liabilities, current | 15,463 | |
| Operating lease liabilities, noncurrent | 81,527 | |
| Deferred income tax liabilities | 79,443 | |
| Other liabilities | 881 | |
| Total liabilities assumed | $ | 301,214 |
| Net assets acquired | $ | 625,823 |
| Goodwill | 277,702 | |
| Purchase price | $ | 903,525 |
(1) Includes fair value of equity investment in joint venture
Basis of Presentation
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with the business combination accounting guidance under ASC 805, Business Combinations, with Kontoor as the accounting acquirer for the Acquisition, as if it had occurred on December 31, 2023. The purchase price is allocated to the assets acquired, liabilities assumed and the equity investment in the joint venture, based on their estimated fair values as of the acquisition date. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. These fair values were based on management's estimates and assumptions; however, the amounts are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the Closing Date. The Acquisition occurred late in the second quarter of 2025, and the Company is still in the process of finalizing working capital adjustments and valuing the assets acquired and liabilities assumed. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained related to the finalization of
working capital, income tax matters and other purchase price adjustments. The final determination of the purchase price allocation will be completed as soon as practicable, and within the measurement period of up to one year from the Closing Date.
The unaudited pro forma condensed combined financial information has been derived from the financial statements of the Company and Helly Hansen after giving pro forma effect to the Acquisition. Kontoor's historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. Dollar (“USD”) reporting currency. Helly Hansen’s historical financial statements are presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and utilize Norwegian Kroner (“NOK”) as the reporting currency. As such, for the purpose of the unaudited pro forma condensed combined financial information, the historical financial information of Helly Hansen has been (i) translated from NOK to USD, (ii) converted from IFRS to U.S. GAAP and (iii) conformed to Kontoor’s accounting policies. Adjustments to convert from IFRS to U.S. GAAP are identified as such and are included in Transaction Accounting Adjustments. The conversion from IFRS to U.S. GAAP and accounting policy conformation was based on preliminary information available to Kontoor at the time of preparation of this pro forma financial information and certain assumptions that the Company believes are reasonable under the circumstances.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies, or cost savings that may result from the integration costs that may be incurred. The unaudited pro forma condensed combined financial information is provided for informational purposes only and may not be indicative of the operating results that would have occurred if the Acquisition had been completed as of the dates set forth above, nor is it indicative of the future results of the Company following the Acquisition.
For purposes of preparing the pro forma financial information, the historical financial information of Helly Hansen and related pro forma adjustments were translated from NOK to USD using the following historical exchange rates:
| USD/NOK | |
|---|---|
| Average exchange rate for the five months ended May 31, 2025 | 0.09211 |
| Average exchange rate for the year ended December 28, 2024 | 0.09300 |
These exchange rates may differ from future exchange rates, which would have an impact on the pro forma financial information and would also impact purchase accounting.
Note 2. Reclassification Adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary review of Helly Hansen financial information to identify differences in accounting policies compared to those of the Company and differences in financial statement presentation compared to the presentation of the Company. At the time of preparing the unaudited pro forma condensed combined financial information, other than the reclassifications described herein, the Company is not aware of any other significant differences. A more comprehensive comparison and assessment of Helly Hansen accounting policies will occur, which may result in additional differences identified.
The following tables present Helly Hansen's unaudited reclassified condensed combined statement of operations for the five months ended May 31, 2025, and the year ended December 28, 2024:
| Helly Hansen's Unaudited Reclassified Condensed Combined Consolidated Statement of Operations | ||||||
|---|---|---|---|---|---|---|
| For the five months ended May 31, 2025 | ||||||
| (in thousands) | ||||||
| Historical Presentation<br>Kontoor Brands, Inc. | Historical Presentation<br>Helly Hansen | Historical - NOK | Reclassification Adjustments | Notes | Helly Hansen (Reclassified) - NOK | Helly Hansen (Reclassified) - |
| Net revenues | Revenue from contracts with customers | 2,457,693 | 29,827 | (2a) | 2,487,520 | |
| Other income | 29,827 | (29,827) | (2a) | — | — | |
| Costs and operating expenses | ||||||
| Cost of goods sold | Cost of goods sold | 1,232,552 | — | 1,232,552 | 113,529 | |
| Selling, general and administrative expenses | — | 456,928 | (2b) | 1,299,600 | 119,705 | |
| 731,273 | (2c) | |||||
| 111,399 | (2d) | |||||
| Employee benefit expenses | 456,928 | (456,928) | (2b) | — | — | |
| Other operating expenses | 731,273 | (731,273) | (2c) | — | — | |
| Depreciation and amortization | 111,399 | (111,399) | (2d) | — | — | |
| Total costs and operating expenses | 2,532,152 | — | 2,532,152 | 233,234 | ||
| Operating loss | (44,632) | — | (44,632) | (4,111) | ||
| Interest expense | Finance expense | (52,009) | — | (52,009) | (4,790) | |
| Interest income | Finance income | 12,328 | — | 12,328 | 1,136 | |
| Other income, net | — | — | — | — | ||
| Share of results from joint venture | 19,202 | (19,202) | (2e) | — | — | |
| Loss before income taxes | (65,111) | (19,202) | (84,313) | (7,765) | ||
| Income taxes | Income taxes | 5,966 | — | 5,966 | 550 | |
| Income from equity method investment | — | 19,202 | (2e) | 19,202 | 1,769 | |
| Net loss | (59,145) | — | (59,145) |
All values are in US Dollars.
(2a)Reclassification from "other income" to "net revenues."
(2b)Reclassification of "employee benefit expenses" to "selling, general and administrative expenses.”
(2c)Reclassification of "other operating expenses" to "selling, general and administrative expenses.”
(2d)Reclassification of "depreciation and amortization" to "selling, general and administrative expenses.”
(2e)Reclassification of "share of results from joint venture" to "income from equity method investment."
| Helly Hansen's Unaudited Reclassified Combined Consolidated Statement of Operations | ||||||
|---|---|---|---|---|---|---|
| For the year ended December 28, 2024 | ||||||
| (in thousands) | ||||||
| Historical Presentation<br>Kontoor Brands, Inc. | Historical Presentation<br>Helly Hansen | Historical - NOK | Reclassification Adjustments | Notes | Helly Hansen (Reclassified) - NOK | Helly Hansen (Reclassified) - |
| Net revenues | Revenue from contracts with customers | 6,929,797 | 89,297 | (2f) | 7,019,094 | |
| Other income | 89,297 | (89,297) | (2f) | — | — | |
| Costs and operating expenses | ||||||
| Cost of goods sold | Cost of goods sold | 3,544,244 | — | 3,544,244 | 329,612 | |
| Selling, general and administrative expenses | — | 1,040,295 | (2g) | 2,925,441 | 272,064 | |
| 1,632,705 | (2h) | |||||
| 252,441 | (2i) | |||||
| Employee benefit expenses | 1,040,295 | (1,040,295) | (2g) | — | — | |
| Other operating expenses | 1,632,705 | (1,632,705) | (2h) | — | — | |
| Depreciation and amortization | 252,441 | (252,441) | (2i) | — | — | |
| Total costs and operating expenses | 6,469,685 | — | 6,469,685 | 601,676 | ||
| Operating income | 549,409 | — | 549,409 | 51,094 | ||
| Interest expense | Finance expense | (161,896) | — | (161,896) | (15,056) | |
| Interest income | Finance income | 29,930 | — | 29,930 | 2,783 | |
| Other expense, net | — | — | — | — | ||
| Share of results from joint venture | (4,811) | 4,811 | (2j) | — | — | |
| Income before income taxes | 412,632 | 4,811 | 417,443 | 38,821 | ||
| Income taxes | Income tax expense | (84,253) | — | (84,253) | (7,835) | |
| Loss from equity method investment | — | (4,811) | (2j) | (4,811) | (447) | |
| Net income | 328,379 | — | 328,379 |
All values are in US Dollars.
(2f)Reclassification from "other income" to "net revenues."
(2g)Reclassification of "employee benefit expenses" to "selling, general and administrative expenses.”
(2h)Reclassification of "other operating expenses" to "selling, general and administrative expenses.”
(2i)Reclassification of "depreciation and amortization" to "selling, general and administrative expenses.”
(2j)Reclassification of "share of results from joint venture" to "loss from equity method investment."
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
The adjustments included in the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 28, 2025, and year ended December 28, 2024, are as follows:
Transaction Accounting Adjustments
(3A)Reflects adjustment to depreciation expense for Property and equipment, which is calculated on a straight line-basis based on the preliminary fair value and the related useful lives.
| (In thousands USD) | Useful Life | Preliminary Fair Value | Depreciation expense for the year ended December 28, 2024 | Depreciation expense for the six months ended June 28, 2025 | |||
|---|---|---|---|---|---|---|---|
| Machinery & equipment | 7 | $ | 23,497 | $ | 3,357 | $ | 1,678 |
| Leasehold improvements | 4 | 10,118 | 2,529 | 1,265 | |||
| Construction in progress | N/A | 2,000 | — | — | |||
| Total property and equipment acquired | $ | 35,615 | $ | 5,886 | $ | 2,943 | |
| Less: Historical depreciation expense | 5,961 | 2,595 | |||||
| Less: Reversal of depreciation recognized in the post-acquisition period already included in earnings | — | 460 | |||||
| Pro forma adjustment for depreciation expense | $ | (75) | $ | (112) |
(3B)Reflects adjustment to amortization expense for Customer relationships, which are amortized on a 125% declining amortization basis based on the preliminary fair value and the related useful lives.
| (In thousands USD) | Useful Life | Preliminary Fair Value | Amortization expense for the year ended December 28, 2024 | Amortization expense for the six months ended June 28, 2025 | |||
|---|---|---|---|---|---|---|---|
| Trade name and trademarks | N/A | $ | 404,000 | $ | — | $ | — |
| Customer relationships | 12 | 36,000 | 3,713 | 1,826 | |||
| Total identifiable intangible assets | $ | 440,000 | $ | 3,713 | $ | 1,826 | |
| Less: Reversal of amortization recognized in the post-acquisition period already included in earnings | — | 303 | |||||
| Pro forma adjustment for amortization expense | $ | 3,713 | $ | 1,523 |
The annual estimated amortization expense for Customer relationships for future fiscal years is as follows:
| (In thousands ) | |
|---|---|
| Six months ended January 3, 2026 | 1,804 |
| Fiscal 2026 | |
| Fiscal 2027 | |
| Fiscal 2028 | |
| Fiscal 2029 | |
| Fiscal 2030 | |
| Thereafter | |
| Total amortization | 30,461 |
All values are in US Dollars.
(3C)Represents an adjustment of $(0.03) million and $(0.07) million to record amortization expense for a net unfavorable lease liability recognized in purchase accounting, due to net unfavorable contractual lease terms when compared to market, for the six months ended June 28, 2025, and year ended December 28, 2024, respectively.
(3D)To record the increase in the cost of goods sold for the year ended December 28, 2024 by the amount related to the inventory fair value step up, for inventory expected to be sold within one year, and to remove one month of the impact of the inventory fair value step up from the post-acquisition period that has been recognized by Kontoor within the historical statement of operations for the six months ended June 28, 2025.
(3E)Represents $0.9 million of estimated expense for retention bonuses provided to certain employees of Helly Hansen that will accrue over the 7 month stay period after the closing of the Acquisition.
(3F)IFRS to U.S. GAAP adjustments:
Lease accounting: Under IFRS, lessees account for all leases as finance leases. Under U.S. GAAP, Helly Hansen’s leases would be classified as operating leases with lease expense recognized on a straight-line basis as part of Selling, general and administrative (SG&A) expense. Helly Hansen’s legacy interest expense for lease liabilities classified as finance expense was removed in amounts totaling $3.1 million and $1.5 million and reclassified as lease expense within SG&A expense for the year ended December 28, 2024, and the six months ended June 28, 2025, respectively. There was not a material difference between the total lease costs already recognized in the historical statements of operations of Helly Hansen under IFRS and the amount to be recognized under U.S. GAAP.
(3G)Reflects estimated income tax impact related to the Transaction Accounting Adjustments. Tax-related adjustments are based upon an estimated Norwegian statutory tax rate of 22% for the year ended December 28, 2024, and the six months ended June 28, 2025. The estimated blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Acquisition.
Financing Adjustments
(3H)The following adjustments are included in the Financing Adjustments column in the accompanying Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 28, 2025, and the year ended December 28, 2024, as if the financing had occurred on December 31, 2023, which is the beginning of the fiscal year ended December 28, 2024.
For purposes of preparing the unaudited pro forma condensed combined financial information, the assumed interest rates on the Delayed Draw Term Loan and Term Loan A-2 were 5.31% and 5.94%, respectively. Interest expense on the Delayed Draw Term Loan includes the impact of the Company’s interest swap agreements. The Company periodically enters into “floating to fixed” interest rate swap agreements to mitigate exposure to volatility in reference rates on the Company’s future interest payments on indebtedness.
The below adjustments reflect the additional interest expense related to the $660.0 million proceeds drawn against the Delayed Draw Term Loan and Term Loan A-2, as well as the related financing costs, to affect the financing of the Acquisition in the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 28, 2025, and the year ended December 28, 2024:
| (In thousands USD) | For the year ended December 28, 2024 | For the six months ended June 28, 2025 | ||
|---|---|---|---|---|
| Interest expense related to the financing transaction | $ | 37,380 | $ | 18,690 |
| Amortization of deferred financing costs | 921 | 460 | ||
| Less: Interest expense recognized in the post-acquisition period already included in earnings | — | 3,115 | ||
| Pro forma adjustment | $ | 38,301 | $ | 16,035 |
A sensitivity analysis on interest expense for the Delayed Draw Term Loan and Term Loan A-2 has been performed to assess the effect of a hypothetical change of 12.5 basis points on the interest rate. The interest rate on the Term Loan A-1 is based on one-month Secured Overnight Financing Rate ("SOFR") plus 1.65%, while the interest rate on Term Loan A-2 is based on one-month SOFR plus 1.5%. The following table shows the impact of the hypothetical change in interest expense for the borrowings:
| (In thousands USD) | For the year ended December 28, 2024 | For the six months ended June 28, 2025 | ||
|---|---|---|---|---|
| Increase of 0.125% | $ | 824 | $ | 412 |
| Decrease of 0.125% | $ | (824) | $ | (412) |
(3I)Reflects estimated income tax impact related to the Financing Adjustments. Tax-related adjustments are based upon an estimated Norwegian statutory tax rate of 22% for the year ended December 28, 2024, and the six months ended June 28, 2025. The estimated blended statutory tax rate used for the unaudited pro forma condensed combined financial information will likely vary from the actual effective tax rates in periods as of and subsequent to the completion of the Acquisition.
Note 4. Earnings Per Share
The following tables set forth the computation of pro forma basic and diluted earnings per share for the six months ended June 28, 2025, and the year ended December 28, 2024:
| (In thousands USD, except per share data) | For the year ended December 28, 2024 | For the six months ended June 28, 2025 | ||
|---|---|---|---|---|
| Numerator: | ||||
| Pro forma net income attributable to common shares | $ | 241,916 | $ | 97,836 |
| Denominator: | ||||
| Weighted average common shares outstanding: | ||||
| Basic | 55,549 | 55,458 | ||
| Diluted | 56,321 | 56,017 | ||
| Pro forma earnings per share: | ||||
| Basic | $ | 4.36 | $ | 1.76 |
| Diluted | $ | 4.30 | $ | 1.75 |
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