On Holding AG 6-K, filed Aug 15, 2023
On Holding AG (ONON)
6-K
2023-08-15
For: 2023-06-30
View Original
Added on
April 04, 2026
About this 6-K
On Holding AG filed this 6-K on August 15, 2023.
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 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-40795
(Exact name of registrant as specified in its charter)
| Förrlibuckstrasse 190 | ||
| 8005 Zurich, Switzerland | ||
Tel:+4144 225 1555
Fax: +4144 225 1556
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | ☒ | Form 40-F | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| On Holding AG | |||||||||||
| By: | /s/ Martin Hoffmann | ||||||||||
| Name: | Martin Hoffmann | ||||||||||
| Title: | Chief Financial Officer and Co-Chief Executive Officer | ||||||||||
Date: August 15, 2023
EXHIBIT INDEX
Exhibit Number | Description | ||||
99.1 | |||||
99.2 | |||||
| 99.3 | |||||
Exhibit 99.1
Index to consolidated financial statements
| Unaudited interim condensed consolidated financial statements | |||||||||||
| - | |||||||||||
| - | |||||||||||
| - | |||||||||||
| - | |||||||||||
| - | |||||||||||
| - | |||||||||||
F-1
Unaudited interim condensed consolidated statements of income
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||
| (CHF in millions) | Notes | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||
| Net sales | 2.1 | |||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 2.3 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Operating result | ||||||||||||||||||||||||||||||||
| Financial income | 4.4 | |||||||||||||||||||||||||||||||
| Financial expenses | 4.4 | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Foreign exchange result | 4.4 | ( | ( | |||||||||||||||||||||||||||||
| Income / (loss) before taxes | ( | |||||||||||||||||||||||||||||||
| Income tax benefit / (expense) | 5.2 | ( | ( | |||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Earnings per share | 4.6 | |||||||||||||||||||||||||||||||
| Basic EPS Class A (CHF) | ||||||||||||||||||||||||||||||||
| Basic EPS Class B (CHF) | ||||||||||||||||||||||||||||||||
| Diluted EPS Class A (CHF) | ||||||||||||||||||||||||||||||||
| Diluted EPS Class B (CHF) | ||||||||||||||||||||||||||||||||
F-2
Unaudited interim condensed consolidated statements of comprehensive income / (loss)
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Net actuarial result from defined benefit plans | ( | ( | ||||||||||||||||||||||||||||||
| Taxes on net actuarial result from defined benefit plans | ( | ( | ||||||||||||||||||||||||||||||
| Items that will not be reclassified to income statement | ( | ( | ||||||||||||||||||||||||||||||
| Exchange differences | ( | ( | ||||||||||||||||||||||||||||||
| Items that will be reclassified to income statement when specific conditions are met | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive income / (loss), net of tax | ( | ( | ||||||||||||||||||||||||||||||
| Total comprehensive income / (loss) | ( | |||||||||||||||||||||||||||||||
F-3
Unaudited interim condensed consolidated balance sheets
| (CHF in millions) | Notes | 6/30/2023 | 12/31/2022 | ||||||||||||||||||||
| Cash and cash equivalents | 4.1 | ||||||||||||||||||||||
| Trade receivables | 3.1 | ||||||||||||||||||||||
| Inventories | 3.2 | ||||||||||||||||||||||
| Other current financial assets | 4.2 | ||||||||||||||||||||||
| Other current operating assets | 3.6 | ||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
| Property, plant and equipment | 3.3 | ||||||||||||||||||||||
| Right-of-use assets | 3.4 | ||||||||||||||||||||||
| Intangible assets | 3.5 | ||||||||||||||||||||||
| Deferred tax assets | 5.2 | ||||||||||||||||||||||
| Non-current assets | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Trade payables | |||||||||||||||||||||||
| Other current financial liabilities | 4.3 | ||||||||||||||||||||||
| Other current operating liabilities | 3.6 | ||||||||||||||||||||||
| Current provisions | 5.1 | ||||||||||||||||||||||
| Income tax liabilities | 5.2 | ||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
| Employee benefit obligations | |||||||||||||||||||||||
| Non-current provisions | 5.1 | ||||||||||||||||||||||
| Other non-current financial liabilities | 4.3 | ||||||||||||||||||||||
| Deferred tax liabilities | 5.2 | ||||||||||||||||||||||
| Non-current liabilities | |||||||||||||||||||||||
| Share capital | 4.5 | ||||||||||||||||||||||
| Treasury shares | 4.5 | ( | ( | ||||||||||||||||||||
| Capital reserves | 4.7 | ||||||||||||||||||||||
| Other reserves | 4.7 | ( | |||||||||||||||||||||
| Accumulated losses | ( | ( | |||||||||||||||||||||
| Equity | |||||||||||||||||||||||
| Equity and liabilities | |||||||||||||||||||||||
F-4
Unaudited interim condensed consolidated statements of cash flows
| Six-month period ended June 30, | ||||||||||||||||||||
| (CHF in millions) | Notes | 2023 | 2022 | |||||||||||||||||
| Net income | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Employee benefit expenses | ( | |||||||||||||||||||
| Depreciation and amortization | 3.3, 3.4, 3.5 | |||||||||||||||||||
| Loss / (gain) on disposal of assets | ||||||||||||||||||||
| Interest income and expenses | ( | |||||||||||||||||||
| Net exchange differences | ( | |||||||||||||||||||
| Income taxes | 5.2 | ( | ||||||||||||||||||
| Change in provisions | 5.1 | ( | ||||||||||||||||||
| Change in working capital | ( | ( | ||||||||||||||||||
| Trade receivables | ( | ( | ||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||
| Trade payables | ( | ( | ||||||||||||||||||
| Change in other current assets / liabilities | 3.6, 4.2, 4.3 | ( | ||||||||||||||||||
| Interest received | ||||||||||||||||||||
| Income taxes paid | ( | ( | ||||||||||||||||||
| Cash inflow / (outflow) from operating activities | ( | |||||||||||||||||||
| Purchase of tangible assets | 3.3 | ( | ( | |||||||||||||||||
| Purchase of intangible assets | 3.5 | ( | ( | |||||||||||||||||
| Cash (outflow) from investing activities | ( | ( | ||||||||||||||||||
| Payments of lease liabilities | 4.3 | ( | ( | |||||||||||||||||
| Proceeds on sale of treasury shares related to share-based compensation | 4.5 | |||||||||||||||||||
| Interest paid | ( | ( | ||||||||||||||||||
| Cash inflow / (outflow) from financing activities | ( | |||||||||||||||||||
| Change in net cash and cash equivalents | 4.1 | ( | ( | |||||||||||||||||
| Net cash and cash equivalents at January 1 | ||||||||||||||||||||
| Net impact of foreign exchange rate differences | ( | |||||||||||||||||||
| Net cash and cash equivalents at June 30 | ||||||||||||||||||||
F-5
Unaudited interim condensed consolidated statements of changes in equity
| Three-month period ended June 30, 2023 and 2022 | ||||||||||||||||||||||||||||||||||||||
| (CHF in millions) | Share capital | Treasury shares | Capital reserves | Other reserves | Accumulated income / (losses) | Total equity | ||||||||||||||||||||||||||||||||
| Balance at April 1, 2022 | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Comprehensive income | — | — | — | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Sale of treasury shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Tax impact on transactions with treasury shares | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance at April 1, 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Comprehensive income / (loss) | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Sale of treasury shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Tax impact on transactions with treasury shares | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ( | ( | |||||||||||||||||||||||||||||||||||
F-6
| Six-month period ended June 30, 2023 and 2022 | ||||||||||||||||||||||||||||||||||||||
| (CHF in millions) | Share capital | Treasury shares | Capital reserves | Other reserves | Accumulated income / (losses) | Total equity | ||||||||||||||||||||||||||||||||
| Balance at January 1, 2022 | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Comprehensive income | — | — | — | |||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Sale of treasury shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Tax impact on transactions with treasury shares | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Comprehensive income / (loss) | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Sale of treasury shares | — | — | — | |||||||||||||||||||||||||||||||||||
| Tax impact on transactions with treasury shares | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | ( | ( | ( | |||||||||||||||||||||||||||||||||||
F-7
Notes to the unaudited interim condensed consolidated financial statements
1 Basis for preparation
1.1 Corporate information
On Holding AG and its subsidiaries (together "On" or "the Company") is engaged in developing and distributing innovative premium performance sports products, sold worldwide through independent retailers and global distributors, an own online presence, and its own high-end stores.
On is a publicly traded company on the New York Stock Exchange, trading under the ticker symbol "NYSE: ONON".
These unaudited interim condensed consolidated financial statements (“the financial statements”) present the financial position and the results of operations of On Holding AG, as ultimate parent company, and its subsidiaries. On Holding AG is a limited company incorporated in accordance with Swiss law and its principal offices are located at Förrlibuckstrasse 190, Zurich, Switzerland.
These unaudited interim condensed consolidated financial statements for the period ended June 30, 2023 were authorized for issue by the board of directors of the Company on August 15, 2023.
1.2 About the financials
The financial statements as of June 30, 2023 and for the three months and six months ended June 30, 2023 have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting” (“IAS 34”) as issued by the International Accounting Standards Board ("IASB").
The financial statements comprise the financial statements of On Holding AG and its subsidiaries at June 30, 2023 and are presented in Swiss Francs (CHF), the legal currency of Switzerland.
The financial statements are not necessarily indicative of the results for a full year and 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 our Annual Report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 21, 2023 (the “Annual Report”).
The significant accounting policies and methods of computation applied in the preparation of the financial statements are consistent with those applied in the Company’s Annual Report for the year ended December 31, 2022 except where specifically described.
Rounding adjustments were made to some of the figures included in this document. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this document, a dash (“—”) signifies that the relevant figure is not available or not applicable, while a zero (“0.0”) signifies that the relevant figure is available but is or has been rounded to zero.
F-8
1.3 Oniverse
| Equity interest | ||||||||||||||||||||
| Entity | Jurisdiction of incorporation | 6/30/2023 | 12/31/2022 | |||||||||||||||||
| On Holding AG | Switzerland | |||||||||||||||||||
| On AG | Switzerland | |||||||||||||||||||
| On Brazil Ltda. | Brazil | |||||||||||||||||||
| On Cloud Service GmbH | Germany | |||||||||||||||||||
| On Clouds GmbH | Switzerland | |||||||||||||||||||
| On Clouds Inc. | Delaware, USA | |||||||||||||||||||
| On Europe AG | Switzerland | |||||||||||||||||||
| On Experience 1 LLC | Delaware, USA | |||||||||||||||||||
| On Experience 2 LLC | Delaware, USA | |||||||||||||||||||
| On Experience 3 LLC | Delaware, USA | |||||||||||||||||||
| On Experience 4 LLC | Delaware, USA | |||||||||||||||||||
| On Experience 5 LLC | Delaware, USA | |||||||||||||||||||
| On Experience 6 LLC | Delaware, USA | |||||||||||||||||||
| On Hong Kong Ltd. | Hong Kong, SAR of China | |||||||||||||||||||
| On Inc. | Delaware, USA | |||||||||||||||||||
| On Italy S.r.l. | Italy | |||||||||||||||||||
| On Japan K.K. | Japan | |||||||||||||||||||
| On Oceania Pty Ltd. | Australia | |||||||||||||||||||
| On Running Canada Inc. | Canada | |||||||||||||||||||
| On Running Sports Products (Shanghai) Company Ltd. | China | |||||||||||||||||||
| On Running UK Ltd. | United Kingdom | |||||||||||||||||||
| On Vietnam Co. Ltd. | Vietnam | |||||||||||||||||||
| Brunner Mettler GmbH | Switzerland | |||||||||||||||||||
| On Korea Ltd. | South Korea | |||||||||||||||||||
1.4 New and amended standards and interpretations
A number of amended standards became applicable for the current period, none of which have had a material impact on the financial statements for the three months and six months ended June 30, 2023.
On May 2023, the IASB issued amendments to IAS 12 Income taxes, International Tax Reform - Pillar Two Model Rules. The amendments include a temporary and mandatory exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. The Company has applied this exception.
Further, at the date of authorization of these financial statements, On has not applied the following new and revised IFRS Standards that have been issued by the IASB but are not yet effective:
| Description | Standard Reference | IASB Effective Date | ||||||||||||
| Classification of liabilities as current or non-current | Amendments to IAS 1 | January 1, 2024 | ||||||||||||
| Lease liability in a sale and leaseback | Amendment to IFRS 16 | January 1, 2024 | ||||||||||||
| Supplier Finance Arrangements | Amendment to IAS 7 and IFRS 7 | January 1, 2024 | ||||||||||||
On does not expect that the adoption of the standards listed above will have a material impact on the financials of On in the current or future reporting periods.
F-9
2 Operational performance
2.1 Net sales
Net sales by sales channels:
| Three-month period ended June 30, | Six-month period ended June 30, | ||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Wholesale | |||||||||||||||||||||||||||||
| Direct-to-Consumer | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
Net sales by product groups:
| Three-month period ended June 30, | Six-month period ended June 30, | ||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Shoes | |||||||||||||||||||||||||||||
| Apparel | |||||||||||||||||||||||||||||
| Accessories | |||||||||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||||||||
On generates net sales primarily from the sale of premium performance shoes, apparel, and accessories. On has two sales channels being Wholesale and Direct-to-Consumer (DTC). The wholesale sales channel involves sales to wholesale customers (e.g. large retailers or retail associations) and international distributors (in markets where On does not have local sales teams) and which have the intention of re-selling the goods. The DTC sales channel includes sales to end customers directly through On’s e-commerce platform as well as through its own retail stores.
Net sales by geographic regions (based on the location of the counterparty):
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||||||||||||
| Americas | ||||||||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||||||||
| Net sales | ||||||||||||||||||||||||||
As announced through Current Report on Form 6-k filed with the U.S. Securities and Exchange Commission on May 2, 2023, effective in the first quarter of 2023, the Company updated its reporting of Net Sales by geography. Specifically, “Rest of World”, which represented Middle East, Africa and Latin America, is no longer being reported as a geographic location. Instead, Middle East and Africa is now combined with Europe and called Europe, Middle East & Africa (“EMEA”), and Latin America is now part of the new geographic location called Americas (replacing North America as a geographic location).
The new reporting of net sales by geography has no impact on previously reported consolidated historical total net sales or financial results. The new reporting of net sales by geography includes a reallocation of CHF 8.8 million and CHF 14.7 million from Rest of World, for the three-month period and six-month period ended June 30, 2022, respectively, to EMEA in the amount of CHF 4.9 million and CHF 8.3 million, and to Americas in the amount of CHF 3.9 million and CHF 6.4 million, for three-month period and six-month period ended June 30, 2022, respectively. The below table includes Net Sales by geography previously reported for the three-month period and six-month period ended June 30, 2022.
F-10
Net sales by geographic regions as previously reported:
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||
| (CHF in millions) | 2022 | 2022 | ||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| North America | ||||||||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||||||||
| Rest of world | ||||||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||
Due to its fragmented customer base, there is no single customer who accounts for more than 10% of total net sales. For details on assets and liabilities related to contracts with customers refer to 3.1 Trade receivables and 3.6 Other current operating assets and liabilities, respectively. Trade receivables as shown in the balance sheet relate to the sale of products and other revenue.
2.2 Segment information
Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment.
On’s CODM is the On Executive Team which consists of the three Co-Founders and the two Co-CEOs. The CODM does not regularly review financial information for any individual component, such as sales channels, geographic regions or product groups that would allow decisions to be made about allocation of resources or performance.
On operates as single-brand consumer products business and therefore has a single reportable segment. This is primarily due to On’s business activities which focus on driving sales growth by increasing overall brand awareness and market share. The key operating expenditures related to cost of sales, distribution, selling, marketing and general and administrative expenses, are either not differentiated across individual components, or are managed to benefit the entire On brand irrespective of the impact on the potential profitability of a particular component.
As discussed above in 2.1 Net sales, during the first quarter of 2023, the Company updated its reporting of geographic areas. As such, the non-current assets by geography as at June 30, 2023 and December 31, 2022 reflects this new reporting structure. The new reporting of geography areas has no impact on previously reported consolidated historical non-current assets. The new reporting of non-current assets by geographic area includes a reallocation of CHF 1.3 million from Rest of World to Americas, for the twelve-month period ended December 31, 2022.
The following table reports the carrying amount of On’s non-current assets by geographic area:
| (CHF in millions) | 6/30/2023 | 12/31/2022 | ||||||||||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||||||||||||
| thereof Switzerland | ||||||||||||||||||||||||||
| Americas | ||||||||||||||||||||||||||
| thereof the United States | ||||||||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||
F-11
2.3 Selling, general and administrative expenses
| Three-month period ended June 30, | Six-month period ended June 30, | ||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Distribution expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Selling expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Marketing expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Share-based compensation | ( | ( | |||||||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
In the six-month period ended June 30, 2023, selling, general and administrative expenses include depreciation and amortization of non-current assets in the amount of CHF 24.4 million (six-month period ended June 30, 2022: CHF 17.8 million). In addition, depreciation charges for production tools in the amount of CHF 3.5 million (six-month period ended June 30, 2022: CHF 2.1 million) are reported in cost of sales.
Total personnel expenses, excluding any costs related to share-based compensation, amount to CHF 100.0 million in the six-month period ended June 30, 2023 and CHF 64.3 million in the six-month period ended June 30, 2022, respectively.
3 Operating assets and liabilities
3.1 Trade receivables
Trade receivables are generally due within a payment period of between 30 to 90 days. Due to the short-term nature, their carrying amount is considered to be the same as their fair value.
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Gross Carrying Amount | |||||||||||||||||
| Individual loss allowance | ( | ( | |||||||||||||||
| Expected credit loss | ( | ( | |||||||||||||||
| Loss allowance | ( | ( | |||||||||||||||
| Trade receivables | |||||||||||||||||
3.2 Inventories
| (CHF in millions) | 6/30/2023 | 12/31/2022 | ||||||||||||
| Shoes | ||||||||||||||
| Apparel | ||||||||||||||
| Accessories | ||||||||||||||
| Other | ||||||||||||||
| Allowances | ( | ( | ||||||||||||
| Inventories | ||||||||||||||
F-12
3.3 Property, plant and equipment
| (CHF in millions) | Leasehold improvements | Trade tools | Production tools | Other | Total | |||||||||||||||||||||||||||
| Cost at January 1, 2022 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at January 1, 2022 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at January 1, 2022 | ||||||||||||||||||||||||||||||||
| Six month period ended June 30, 2022 | ||||||||||||||||||||||||||||||||
| Opening net book amounts | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | |||||||||||||||||||||||||||||
| Depreciation | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Currency Translation | ||||||||||||||||||||||||||||||||
| Net book value at June 30, 2022 | ||||||||||||||||||||||||||||||||
| Cost at June 30, 2022 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at June 30, 2022 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at June 30, 2022 | ||||||||||||||||||||||||||||||||
| Cost at January 1, 2023 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at January 1, 2023 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at January 1, 2023 | ||||||||||||||||||||||||||||||||
| Six month period ended June 30, 2023 | ||||||||||||||||||||||||||||||||
| Opening net book amounts | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | |||||||||||||||||||||||||||||
| Depreciation | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Currency Translation | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Net book value at June 30, 2023 | ||||||||||||||||||||||||||||||||
| Cost at June 30, 2023 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at June 30, 2023 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at June 30, 2023 | ||||||||||||||||||||||||||||||||
Other property, plant and equipment comprises of IT and office equipment as well as owned vehicles. As at June 30, 2023, leasehold improvements in the amount of CHF 5.0 million (December 31, 2022: CHF 6.4 million) are not yet in use.
F-13
3.4 Right-of-use assets
| (CHF in millions) | Storage | Stores & showrooms | Offices | Cars | Total | |||||||||||||||||||||||||||
| Cost at January 1, 2022 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at January 1, 2022 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at January 1, 2022 | ||||||||||||||||||||||||||||||||
| Six month period ended June 30, 2022 | ||||||||||||||||||||||||||||||||
| Opening net book amounts | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ||||||||||||||||||||||||||||||
| Depreciation | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Currency Translation | ||||||||||||||||||||||||||||||||
| Net book value at June 30, 2022 | ||||||||||||||||||||||||||||||||
| Cost at June 30, 2022 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at June 30, 2022 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at June 30, 2022 | ||||||||||||||||||||||||||||||||
| Cost at January 1, 2023 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at January 1, 2023 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at January 1, 2023 | ||||||||||||||||||||||||||||||||
| Six month period ended June 30, 2023 | ||||||||||||||||||||||||||||||||
| Opening net book amounts | ||||||||||||||||||||||||||||||||
| Lease modification | ( | ( | ||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Disposals | ( | ( | ( | |||||||||||||||||||||||||||||
| Depreciation | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Currency Translation | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book value at June 30, 2023 | ||||||||||||||||||||||||||||||||
| Cost at June 30, 2023 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation at June 30, 2023 | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||
| Net book amount at June 30, 2023 | ||||||||||||||||||||||||||||||||
The additions of CHF 20.2 million in the six-month period ended June 30, 2023 mainly relate to the development of new stores in the United States and Europe and office expansions in the United States. The additions of CHF 14.2 million in the six-month period ended June 30, 2022 mainly relate to new store openings and office expansion in China and the expansion of the studio space in Zurich, Switzerland.
Additionally, in the second quarter of 2023 we entered into a lease modification of CHF 4.1 million related to an existing warehouse lease in Luxembourg as a result of a lease commitment entered into for a new, highly-automated warehouse in Belgium.
F-14
3.5 Intangible assets
| (CHF in millions) | Patents, licenses and other rights | Software | Goodwill | Total | ||||||||||||||||||||||
| Cost at January 1, 2022 | ||||||||||||||||||||||||||
| Accumulated Depreciation at January 1, 2022 | ( | ( | ( | |||||||||||||||||||||||
| Net book amount at January 1, 2022 | ||||||||||||||||||||||||||
| Six month period ended June 30, 2022 | ||||||||||||||||||||||||||
| Opening net book amounts | ||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Depreciation | ( | ( | ( | |||||||||||||||||||||||
| Net book value at June 30, 2022 | ||||||||||||||||||||||||||
| Cost at June 30, 2022 | ||||||||||||||||||||||||||
| Accumulated Depreciation at June 30, 2022 | ( | ( | ( | |||||||||||||||||||||||
| Net book amount at June 30, 2022 | ||||||||||||||||||||||||||
| Cost at January 1, 2023 | ||||||||||||||||||||||||||
| Accumulated Depreciation at January 1, 2023 | ( | ( | ( | |||||||||||||||||||||||
| Net book amount at January 1, 2023 | ||||||||||||||||||||||||||
| Six month period ended June 30, 2023 | ||||||||||||||||||||||||||
| Opening net book amounts | ||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Depreciation | ( | ( | ( | |||||||||||||||||||||||
| Net book value at June 30, 2023 | ||||||||||||||||||||||||||
| Cost at June 30, 2023 | ||||||||||||||||||||||||||
| Accumulated Depreciation at June 30, 2023 | ( | ( | ( | |||||||||||||||||||||||
| Net book amount at June 30, 2023 | ||||||||||||||||||||||||||
As of June 30, 2023, patents, licenses and other rights include patents, domain names and license rights for trademarks.
As of June 30, 2023, software includes capitalized IT development costs not yet in use in the amount of CHF 0.4 million (December 31, 2022: CHF 0.3 million). In the six-month period ended June 30, 2023, costs recognized in general and administrative expenses within the income statement for innovation and development amount to CHF 4.8 million compared to CHF 3.6 million in the six-month period ended June 30, 2022.
Goodwill is allocated and monitored on segment level. Based on the annual impairment assessments performed, there was no need to recognize any impairment of goodwill in 2023 or 2022. None of the goodwill is expected to be deductible for tax purposes.
F-15
3.6 Other current operating assets and liabilities
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Prepaid expenses | |||||||||||||||||
| Indirect taxes (VAT/GST) receivables | |||||||||||||||||
| Social security receivables | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Other current operating assets | |||||||||||||||||
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Accrued expenses | |||||||||||||||||
| Accrued personnel expenses | |||||||||||||||||
| Indirect taxes (VAT/GST) payables | |||||||||||||||||
| Interim operational account | |||||||||||||||||
| Other current liabilities | |||||||||||||||||
| Other current operating liabilities | |||||||||||||||||
Accrued expenses mainly comprise accruals for outstanding vendor invoices mainly related to marketing, freight, customs, selling and distribution. Accrued personnel expenses mainly comprise accruals for costs related to bonus, vacation and participation plans. Anticipated sales returns and the corresponding liabilities are reported in other current assets and liabilities, respectively.
4 Capital and financial management
4.1 Cash and cash equivalents
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Current bank accounts | |||||||||||||||||
| Digital wallets | |||||||||||||||||
| Fixed deposit | |||||||||||||||||
Cash and cash equivalents1 | |||||||||||||||||
F-16
4.2 Other current financial assets
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Credit cards | |||||||||||||||||
| Deposits | |||||||||||||||||
| Other current financial assets | |||||||||||||||||
| Other current financial assets at amortized cost | |||||||||||||||||
| Other current financial assets at fair value through profit and loss | |||||||||||||||||
| Other current financial assets | |||||||||||||||||
Due to their short-term nature, the carrying amount of other current financial assets at amortized cost correspond to their fair value.
4.3 Financial liabilities
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Current lease liabilities | |||||||||||||||||
| Other financial liabilities | |||||||||||||||||
| Total other current financial liabilities at amortized cost | |||||||||||||||||
| Non-current lease liabilities | |||||||||||||||||
| Total other non-current financial liabilities at amortized cost | |||||||||||||||||
| Total current and non-current financial liabilities | |||||||||||||||||
Due to their short-term nature, the carrying amount of other current financial liabilities at amortized cost correspond to their fair value. As of June 30, 2023, other current financial liabilities include customer return refunds in the amount of CHF 9.1 million (December 31, 2022: CHF 9.5 million).
Contractual maturities of On’s financial liabilities:
| (CHF in millions) | Due < 3 months | Due 4 to 12 months | Due 1 to 5 years | Due > 5 years | 6/30/2023 | |||||||||||||||||||||||||||
| Trade payables | ||||||||||||||||||||||||||||||||
| Current lease liabilities | ||||||||||||||||||||||||||||||||
| Other financial liabilities | ||||||||||||||||||||||||||||||||
| Other current financial liabilities | ||||||||||||||||||||||||||||||||
| Non-current lease liabilities | ||||||||||||||||||||||||||||||||
| Other non-current financial liabilities | ||||||||||||||||||||||||||||||||
F-17
| (CHF in millions) | Due < 3 months | Due 4 to 12 months | Due 1 to 5 years | Due > 5 years | 12/31/2022 | |||||||||||||||||||||||||||
| Trade payables | ||||||||||||||||||||||||||||||||
| Current lease liabilities | ||||||||||||||||||||||||||||||||
| Other financial liabilities | ||||||||||||||||||||||||||||||||
| Other current financial liabilities | ||||||||||||||||||||||||||||||||
| Non-current lease liabilities | #SHEET! | |||||||||||||||||||||||||||||||
| Other non-current financial liabilities | #SHEET! | |||||||||||||||||||||||||||||||
As of June 30, 2023, we had three bank overdraft facilities with different lenders with credit limits of up to CHF 100.0 million, CHF 25.0 million and USD 35.0 million, respectively, which were replaced by the new credit facility in July 2023 as described in 5.3 Events after the balance sheet date . All facilities are fully committed. The maximum amounts that can be drawn under the respective facilities are determined quarterly based on our net working capital. Any amounts drawn in excess of the committed amounts are repayable on demand.
The following assets have been pledged in relation to the financial liabilities resulting from the three facilities:
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Trade receivables | |||||||||||||||||
| Inventory | |||||||||||||||||
| Assets pledged | |||||||||||||||||
As at June 30, 2023 and December 31, 2022, no amounts had been drawn under the overdraft facilities and as of the date hereof, no cash amounts have been drawn under the new credit facility.
4.4 Financial result
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Interest income on employee benefits | ||||||||||||||||||||||||||||||||
| Financial income | ||||||||||||||||||||||||||||||||
| Bank charges | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest expenses leases | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest expenses on employee benefits | ( | ( | ||||||||||||||||||||||||||||||
| Financial expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Foreign exchange gain/(losses) | ( | ( | ||||||||||||||||||||||||||||||
| Change in fair value of foreign exchange derivatives | ||||||||||||||||||||||||||||||||
| Foreign exchange result | ( | ( | ||||||||||||||||||||||||||||||
| Financial result | ( | ( | ||||||||||||||||||||||||||||||
F-18
4.5 Share capital
The share capital amounts to CHF 33.5 million and is divided into 299,998,125 registered shares with a nominal value of CHF 0.10 each (the "Class A Shares") and in 345,437,500 registered voting rights shares with a nominal value of CHF 0.01 each (the "Class B Shares"). The share capital is paid in at 100 %.
| Class A Shares | Class B Shares | |||||||||||||||||||||||||
| Shares issued and outstanding as of January 1, 2023 | ||||||||||||||||||||||||||
| Sale of treasury shares related to share-based compensation | ||||||||||||||||||||||||||
| Purchase of treasury shares | ( | |||||||||||||||||||||||||
Shares issued and outstanding as of June 30, 2022(1) | ||||||||||||||||||||||||||
Awards granted under various incentive plans not yet exercised or distributed at June 30, 2022(2) | ||||||||||||||||||||||||||
| Awards granted under various incentive plans with dilutive effects at June 30, 2023 | ||||||||||||||||||||||||||
(1) As of June 30, 2023 there were 16,563,373 treasury shares held by On (December 31, 2022: 18,021,738 ).
(2) These awards require little or no further consideration to be exercised, and as such, have been included in the weighted average number of ordinary shares outstanding used to calculate basic EPS at June 30, 2023.
4.6 Earnings per share
Basic earnings per share (EPS) is calculated by dividing On’s net income for the period by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing On’s net income for the period by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued at conversion of all the dilutive potential ordinary shares into ordinary shares. Dilutive effects arise from equity settled shares from the Company's share-based plans. These shares are included even if the service conditions are not met, or respective performance conditions were fulfilled at the end of the reporting period.
| Three-month period ended June 30, | 2023 | 2023 | 2022 | 2022 | |||||||||||||||||||||||||
| Class A | Class B | Class A | Class B | ||||||||||||||||||||||||||
| Weighted number of outstanding shares | |||||||||||||||||||||||||||||
| Number of shares with dilutive effects | |||||||||||||||||||||||||||||
| Weighted number of outstanding shares (diluted and undiluted) | |||||||||||||||||||||||||||||
| Net profit (mCHF) | |||||||||||||||||||||||||||||
| Basic EPS (CHF) | #DIV/0! | #DIV/0! | |||||||||||||||||||||||||||
| Diluted EPS (CHF) | #DIV/0! | #DIV/0! | |||||||||||||||||||||||||||
F-19
| Six-month period ended June 30, | 2023 | 2023 | 2022 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Weighted number of outstanding shares | ||||||||||||||||||||||||||
| Number of shares with dilutive effects | ||||||||||||||||||||||||||
| Weighted number of outstanding shares (diluted and undiluted) | ||||||||||||||||||||||||||
| Net profit (mCHF) | ||||||||||||||||||||||||||
| Basic EPS (CHF) | ||||||||||||||||||||||||||
| Diluted EPS (CHF) | ||||||||||||||||||||||||||
4.7 Capital and other reserves
| (CHF in millions) | 6/30/2023 | 12/31/2022 | ||||||||||||||||||
| Share premium | ||||||||||||||||||||
| Legal reserves | ||||||||||||||||||||
| Equity transaction costs | ( | ( | ||||||||||||||||||
| Tax impact on equity transaction costs | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Capital reserves | ||||||||||||||||||||
| Exchange differences | ( | ( | ||||||||||||||||||
| Actuarial gains and losses | ||||||||||||||||||||
| Taxes on actuarial gains and losses | ( | |||||||||||||||||||
| Other reserves | ( | |||||||||||||||||||
4.8 Commitments and contingencies
As at June 30, 2023, guarantees in the amount of CHF 152.2 million (December 31, 2022: CHF 126.1 million) were provided in favor of third parties.
The Swiss On entities form a VAT group and, hence, every entity participating in the group is jointly and severally liable for VAT debt other group participants. Further On group entities participating in central cash pooling are jointly and severally liable for any debit position or outstanding overdraft in connection with them. In that context, gross balances in the amount of CHF 317.2 million have been offset as at June 30, 2023 (December 31, 2022: CHF 202.4 million).
On has signed several new lease contracts, which have not yet commenced as at June 30, 2023, and are therefore not yet recognized on the balance sheet. The total committed future outflow resulting of these lease contracts amounts to:
| (CHF in millions) | 6/30/2023 | 12/31/2022 | |||||||||||||||
| Due < 1 year | |||||||||||||||||
| Due 1 - 5 years | |||||||||||||||||
| Due > 5 years | |||||||||||||||||
| Commitments for future lease obligations | |||||||||||||||||
The majority of the future lease commitments relate to contracts entered into for new stores and offices in the United States, and new highly-automated warehouses in the U.S. (Atlanta) and Belgium (Beringen). The new warehouse in Atlanta will partially operate starting in 2024 and is expected to be fully operational by 2025, and amounts to CHF 249.0 million
F-20
5 Other disclosures
5.1 Provisions
| (CHF in millions) | Social charges | Long-service leave | Asset retirement obligation | Total | ||||||||||||||||||||||
| Balance at January 1, 2022 | ||||||||||||||||||||||||||
| thereof current | ||||||||||||||||||||||||||
| thereof non-current | ||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Release | ( | ( | ||||||||||||||||||||||||
| Utilization | ( | ( | ||||||||||||||||||||||||
| Unwinding of discount | ||||||||||||||||||||||||||
| Balance at June 30, 2022 | ||||||||||||||||||||||||||
| thereof current | ||||||||||||||||||||||||||
| thereof non-current | ||||||||||||||||||||||||||
| Balance at January 1, 2023 | ||||||||||||||||||||||||||
| thereof current | ||||||||||||||||||||||||||
| thereof non-current | ||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||
| Release | ( | ( | ||||||||||||||||||||||||
| Utilization | ( | ( | ||||||||||||||||||||||||
| Exchange differences | ( | ( | ( | |||||||||||||||||||||||
| Balance at June 30, 2023 | ||||||||||||||||||||||||||
| thereof current | ||||||||||||||||||||||||||
| thereof non-current | ||||||||||||||||||||||||||
Provisions for social charges consider any costs related to local legal requirements related to share-based compensation. The provision for asset retirement obligations mainly relates to the dismantling costs for the new headquarter in Zurich and the flagship store in New York.
F-21
5.2 Income taxes
| Three-month period ended June 30, | Six-month period ended June 30, | ||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Current income taxes | |||||||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | |||||||||||||||||||||||||||
Income taxes during the three-month and six-month period ended June 30, 2023 resulted in an income tax benefit of CHF 10.0 and CHF 2.9 million, respectively, compared to CHF 9.0 million and CHF 14.1 million income tax expense for the same period in 2022. Income tax benefit is mainly due to deferred income taxes as a result of tax rate differences in local jurisdictions and Swiss tax incentives related to R&D.
5.3 Events after the balance sheet date
On July 7, 2023, On entered into a CHF 700 million multicurrency credit facility agreement. On has an option to increase the total availability of borrowings under the facility in an aggregate amount of up to CHF 200 million, subject to the satisfaction of certain customary conditions. As of the date hereof, we have not drawn cash under this credit facility and we do not currently expect to draw cash from the facility agreement in the near term. We entered into the facility agreement as part of our prudent financial planning strategy to create future financial flexibility to better align with the size and maturity of the Company. The proceeds of any borrowings under the facility agreement may be used towards the financing of working capital requirements and for general corporate purposes of the Group, including the roll-in of certain existing bank guarantees and the issuance of new bank guarantees. The facility agreement has an initial term of three years and may be extended twice for a period of one year each.
As of July 7, 2023, the bank guarantees mentioned in 4.8 Commitments and contingencies have been rolled into this new facilities agreement and we no longer have any restricted cash as mentioned in 4.1 Cash and cash equivalents.
F-22
Exhibit 99.2
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 the unaudited interim condensed consolidated financial statements and the related notes to those statements included as Exhibit 99.1 to the Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on August 15, 2023. We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, and the section entitled “Risk Factors”, each of which appear in our annual report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 21, 2023 ("Annual Report"). As discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following discussion and analysis contains forward looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below in such section. The unaudited interim condensed consolidated financial statements as of June 30, 2023, and for the three-month and six-month periods ended June 30, 2023 and 2022 were prepared in accordance with International Financial Reporting Standards ("IFRS") and International Accounting Standard 34, interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board, and presented in Swiss Francs (CHF), the legal currency of Switzerland. Unless otherwise indicated or the context otherwise requires, all references in this document to “On,” “On Holding AG,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to On Holding AG, together with its subsidiaries.
Rounding adjustments were made to some of the figures included in this document. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them. With respect to financial information set out in this document, a dash (“—”) signifies that the relevant figure is not available or not applicable, while a zero (“0.0”) signifies that the relevant figure is available but is or has been rounded to zero.
Overview
On is a premium performance sports brand rooted in technology, design and sustainability that has built a passionate global community of fans across more than 60 countries. We focus on providing a premium product experience to customers wherever they are and our brand resonates with our loyal customers around the world.
We believe our Swiss heritage and our focus on innovating at the cutting edge of performance, design and sustainability differentiates us from other sports brands. We are committed to creating premium products that deliver strong performance. Our relentless culture of innovation has driven us to repeatedly introduce numerous groundbreaking technologies that are designed to change the experience of running and create continuous excitement for our fans as we bring new products to market. Building off our heritage of supporting the runner, we have applied our expertise to creating performance products for a broader set of global consumers who use them in everyday life, expanding our product range beyond Performance Running to Performance Outdoor, Performance All Day and Performance Tennis.
Key Financial and Operating Metrics
Key highlights for the three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022 include:
• net sales increased 52.3% to CHF 444.3 million;
• net sales through the direct-to-consumer ("DTC") sales channel increased 54.7% to CHF 163.5 million;
• net sales through the wholesale sales channel increased 51.0% to CHF 280.8 million;
• net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific increased 28.9% to CHF 113.6 million, 59.8% to CHF 296.6 million and 90.2% to CHF 34.1 million, respectively;
• net sales from shoes, apparel and accessories increased 52.6% to CHF 428.2 million, 45.9% to 13.4 million and 45.4% to 2.7 million, respectively;
•gross profit increased 64.4% to CHF 264.5 million from CHF 160.8 million;
• gross profit margin increased to 59.5% from 55.1%;
• net income decreased 93.3% to CHF 3.3 million from CHF 49.1 million;
1
• net income margin decreased to 0.7% from 16.9%;
•basic earnings per share (“EPS”) Class A (CHF) decreased to 0.01 from 0.16;
•diluted EPS Class A (CHF) decreased to 0.01 from 0.15;
• adjusted EBITDA increased 99.6% to CHF 62.7 million from CHF 31.4 million;
•adjusted EBITDA margin increased to 14.1% from 10.8%;
•adjusted net income decreased to CHF 11.7 million from CHF 44.8 million;
•adjusted basic EPS Class A (CHF) decreased to 0.04 from 0.14; and
•adjusted diluted EPS Class A (CHF) decreased to 0.04 from 0.14.
Key highlights for the six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022 include:
•net sales increased 63.9% to CHF 864.5 million;
•net sales through the DTC sales channel increased 58.9% to CHF 300.5 million;
•net sales through the wholesale sales channel increased 66.7% to CHF 564.0 million;
•net sales in EMEA, Americas and Asia-Pacific increased 39.4% to CHF 232.2 million, 73.6% to CHF 566.8 million and 90.5% to CHF 65.5 million, respectively;
•net sales from shoes, apparel and accessories increased 64.7% to CHF 828.7 million, 47.6% to CHF 30.3 million and 48.9% to CHF 5.4 million, respectively;
•gross profit increased 80.1% to CHF 509.4 million from CHF 282.9 million;
•gross profit margin increased to 58.9% from 53.6%;
•net income decreased 24.9% to CHF 47.7 million from CHF 63.5 million;
•net income margin decreased to 5.5% from 12.0%
•basic EPS Class A (CHF) decreased to 0.15 from 0.20;
•diluted EPS Class A (CHF) decreased to 0.15 from 0.20;
•adjusted EBITDA increased 162.5% to CHF 123.7 million from CHF 47.1 million;
•adjusted EBITDA margin increased to 14.3% from 8.9%;
•adjusted net income decreased to CHF 60.5 million from CHF 61.8 million;
•adjusted basic EPS Class A (CHF) decreased to 0.19 from 0.20; and
•adjusted diluted EPS Class A (CHF) remained unchanged at 0.19.
Key highlights as of June 30, 2023 compared to December 31, 2022 included:
•cash and cash equivalents decreased by 9% to CHF 337.1 million from CHF 371.0 million; and
•net working capital was CHF 598.6 million as of June 30, 2023 which reflects an increase of 30.4% compared to December 31, 2022.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital are non-IFRS measures used by us to evaluate our performance. Furthermore, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital enhance investor understanding of our financial and operating performance from period to period because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS. For a detailed description and a reconciliation to the nearest IFRS measure, see the section below titled “Non-IFRS Measures”.
2
Operating Results
The following table summarizes certain key operating measures for the three-month and six-month periods ended June 30, 2023 and 2022.
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Net sales | 444.3 | 291.7 | 52.3 | % | 864.5 | 527.3 | 63.9 | % | ||||||||||||||||||||||||||||||
| Cost of sales | (179.8) | (130.8) | 37.4 | % | (355.1) | (244.4) | 45.3 | % | ||||||||||||||||||||||||||||||
| Gross profit | 264.5 | 160.8 | 64.4 | % | 509.4 | 282.9 | 80.1 | % | ||||||||||||||||||||||||||||||
| Gross profit margin | 59.5 | % | 55.1 | % | 58.9 | % | 53.6 | % | ||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (225.1) | (134.5) | 67.3 | % | (427.7) | (253.2) | 68.9 | % | ||||||||||||||||||||||||||||||
| Operating result | 39.4 | 26.3 | 49.7 | % | 81.7 | 29.7 | 174.9 | % | ||||||||||||||||||||||||||||||
| Net financial result | (46.1) | 31.8 | (244.8) | % | (36.9) | 47.9 | (177.2) | % | ||||||||||||||||||||||||||||||
| Income / (loss) before taxes | (6.7) | 58.2 | (111.5) | % | 44.8 | 77.6 | (42.3) | % | ||||||||||||||||||||||||||||||
| Income taxes | 10.0 | (9.0) | 210.5 | % | 2.9 | (14.1) | 120.6 | % | ||||||||||||||||||||||||||||||
| Net income | 3.3 | 49.1 | (93.3) | % | 47.7 | 63.5 | (24.9) | % | ||||||||||||||||||||||||||||||
| Basic EPS Class A (CHF) | 0.01 | 0.16 | (93.3) | % | 0.15 | 0.20 | (25.5) | % | ||||||||||||||||||||||||||||||
| Diluted EPS Class A (CHF) | 0.01 | 0.15 | (93.4) | % | 0.15 | 0.20 | (25.6) | % | ||||||||||||||||||||||||||||||
Other data(1) | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 62.7 | 31.4 | 99.6 | % | 123.7 | 47.1 | 162.5 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 14.1 | % | 10.8 | % | 14.3 | % | 8.9 | % | ||||||||||||||||||||||||||||||
| Adjusted Net income | 11.7 | 44.8 | (73.8) | % | 60.5 | 61.8 | (2.1) | % | ||||||||||||||||||||||||||||||
| Adjusted basic EPS Class A (CHF) | 0.04 | 0.14 | (74.0) | % | 0.19 | 0.20 | (2.8) | % | ||||||||||||||||||||||||||||||
| Adjusted diluted EPS Class A (CHF) | 0.04 | 0.14 | (74.1) | % | 0.19 | 0.19 | (2.9) | % | ||||||||||||||||||||||||||||||
(1) Adjusted EBITDA, adjusted EBITDA Margin, adjusted net income, adjusted basic EPS, and adjusted diluted EPS are Non-IFRS measures. See section titled “Non-IFRS Measures” for a description of these measures and a reconciliation to the nearest IFRS measure.
3
Net Sales
Net sales by sales channel
The following table presents net sales by sales channel:
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Wholesale | 280.8 | 186.0 | 51.0 | % | 564.0 | 338.3 | 66.7 | % | ||||||||||||||||||||||||||||||
| Direct-to-consumer | 163.5 | 105.6 | 54.7 | % | 300.5 | 189.1 | 58.9 | % | ||||||||||||||||||||||||||||||
| Net sales | 444.3 | 291.7 | 52.3 | % | 864.5 | 527.3 | 63.9 | % | ||||||||||||||||||||||||||||||
| Wholesale % of Net sales | 63.2 | % | 63.8 | % | 65.2 | % | 64.1 | % | ||||||||||||||||||||||||||||||
Direct-to-consumer % of Net sales | 36.8 | % | 36.2 | % | 34.8 | % | 35.9 | % | ||||||||||||||||||||||||||||||
| Net sales % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||
Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022
Net sales for the three-month period ended June 30, 2023 increased by CHF 152.6 million, or 52.3%, compared to the three-month period ended June 30, 2022.
Net sales generated by the wholesale sales channel for the three-month period ended June 30, 2023 increased by CHF 94.8 million, or 51.0%, to CHF 280.8 million, compared to CHF 186.0 million for the three-month period ended June 30, 2022. The growth was primarily attributable to sustained strong demand from our wholesale partners, with a noticeable strong sell-through of On products, leading to higher repeat orders from these partners. Notably, we continue to see strong momentum with partners such as JD Sports, Footlocker and Dick's Sporting Goods. Net sales generated by the wholesale sales channel as a percentage of net sales decreased slightly to 63.2% for the three-month period ended June 30, 2023, from 63.8% for the three-month period ended June 30, 2022.
Net sales generated by the direct-to-consumer sales channel for the three-month period ended June 30, 2023 increased by CHF 57.8 million, or 54.7%, to CHF 163.5 million, compared to CHF 105.6 million for the three-month period ended June 30, 2022. The increase was primarily driven by increased traffic on our e-commerce platform as a result of increased brand awareness, further supplemented by our expanding global retail footprint across all regions. Net sales generated from the direct-to-consumer sales channel as a percentage of net sales increased to 36.8% for the three-month period ended June 30, 2023, from 36.2% for the three-month period ended June 30, 2022. This increase reflects On’s ongoing strategy to accelerate our direct-to-consumer share over time, as we continue to build even closer connections with our fans and communities. As of June 30, 2023 we operated 23 retail stores and more than quadrupled our retail net sales during the three-month period ended June 30, 2023, when compared to the same period in the prior year. This growth was supported by successful store openings such as Regent Street in London, which continues to grow month-over-month since its opening in February 2023. Furthermore, our other retail stores worldwide have experienced similarly strong growth, contributing to the overall positive performance.
Six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022
Net sales for the six-month period ended June 30, 2023 increased by CHF 337.2 million, or 63.9%, compared to the six-month period ended June 30, 2022.
Net sales generated by the wholesale sales channel for the six-month period ended June 30, 2023 increased by CHF 225.7 million, or 66.7%, to CHF 564.0 million, compared to CHF 338.3 million for the six-month period ended June 30, 2022. The growth was primarily attributable to our continued selective expansion of new doors with wholesale partners, as well as strong demand and an increase in net sales with existing wholesale customer stores. The strong growth was in part also attributable to the improved inventory position in comparison to the six-month period ended June 30, 2022, which was impacted by the transitory supply shortage in connection with the disruptions to global supply chains in late 2021 and early 2022. General Sporting Goods, Run Specialty and Department Stores continue to be our largest wholesale channels, all of which saw greater than 50% growth. Net sales generated by the wholesale sales channel as a percentage of net sales increased to 65.2% for the six-month period ended June 30, 2023, from 64.1% for the six-month period ended June 30, 2022.
4
Net sales generated by the direct-to-consumer sales channel for the six-month period ended June 30, 2023 increased by CHF 111.4 million, or 58.9%, to CHF 300.5 million, compared to CHF 189.1 million for the six-month period ended June 30, 2022. The increase was primarily driven by increased traffic on our e-commerce platform as a result of increased brand awareness, particularly in the U.S., further supplemented by our expanding global retail footprint across all regions, including the successful opening of our largest flagship store on Regent Street in London. As of June 30, 2023 we operated 23 retail stores and more than quadrupled our retail net sales during the six-month period ended June 30, 2023, when compared to the same period in the prior year. Net sales generated from the direct-to-consumer sales channel as a percentage of net sales decreased to 34.8% for the six-month period ended June 30, 2023 compared to 35.9% for the six-month period ended June 30, 2022. This decrease can be attributed to the supply shortages experienced in the first half of 2022, which had an unfavorable impact on our ability to fulfill the full extent of demand from our wholesale partners in the first half of 2022.
Net sales by geography
The following table presents net sales by geographic region (based on the location of the counterparty):
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Europe, Middle East and Africa | 113.6 | 88.1 | 28.9 | % | 232.2 | 166.6 | 39.4 | % | ||||||||||||||||||||||||||||||
| Americas | 296.6 | 185.6 | 59.8 | % | 566.8 | 326.4 | 73.6 | % | ||||||||||||||||||||||||||||||
| Asia-Pacific | 34.1 | 17.9 | 90.2 | % | 65.5 | 34.4 | 90.5 | % | ||||||||||||||||||||||||||||||
| Net Sales | 444.3 | 291.7 | 52.3 | 864.5 | 527.3 | 63.94% | ||||||||||||||||||||||||||||||||
| Europe, Middle East and Africa % of Net sales | 25.6 | % | 30.2 | % | 26.9 | % | 31.6 | % | ||||||||||||||||||||||||||||||
| Americas % of Net sales | 66.8 | % | 63.6 | % | 65.6 | % | 61.9 | % | ||||||||||||||||||||||||||||||
| Asia-Pacific % of Net sales | 7.7 | % | 6.1 | % | 7.6 | % | 6.5 | % | ||||||||||||||||||||||||||||||
| Net sales % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||
As announced through Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission on May 2, 2023, effective from the first quarter of 2023, the “Rest of World” geographic location, which represented Middle East, Africa and Latin America is no longer being reported. Instead, our Middle East and Africa business has been combined with Europe to form Europe, Middle East and Africa (“EMEA”) and our Latin America business has been combined with North America to form Americas. As such, net sales by geography for the three-month period and six-month period ended June 30, 2022 has been adjusted from previously reported amounts to reflect the new net sales by geography structure.
Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022
Net sales increased across all geographic regions for the three-month period ended June 30, 2023 with Asia-Pacific almost doubling. Net sales in Americas for the three-month period ended June 30, 2023 increased by CHF 111.0 million and accounted for 66.8% of total net sales. The increase in Americas was driven by strong demand across all Running, All Day and Outdoor products, alongside the successful expansion of our collaboration with key accounts and specialty stores in the region and continued momentum in Latin America. Net sales in EMEA for the three-month period ended June 30, 2023 increased by 28.9%. The increase in EMEA was driven by positive growth across both the wholesale and DTC channels, with particularly strong growth in the United Kingdom, more than doubling year-over-year. Net sales in Asia-Pacific for the three-month period ended June 30, 2023 increased by 90.2%, which was driven by strong sales growth in Japan and China, with China in particular growing strongly over lockdowns during the three-month period ended June 30, 2022.
Six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022
Net sales increased across all geographic regions for the six-month period ended June 30, 2023 with Asia-Pacific almost doubling. Net sales in Americas for the six-month period ended June 30, 2023 increased by 73.6% and reflects 65.6% of total net sales. The increase in Americas was driven by strong demand across all Running, All Day and Outdoor products, alongside the successful expansion of our collaboration with key accounts and specialty stores and continued momentum in Latin America. Net sales in EMEA for the six-month period ended June 30, 2023 increased by 39.4%. The increase in EMEA was driven by positive growth across all key markets, in particular the United Kingdom. Net sales in Asia-Pacific for the six-month period ended June 30, 2023 increased by 90.5%, which was driven by strong sales growth in Japan and China, with China in particular growing strongly over lockdowns during the six-month period ended June 30, 2022.
5
Net sales by product
The following table presents net sales by product group:
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Shoes | 428.2 | 280.6 | 52.6 | % | 828.7 | 503.1 | 64.7 | % | ||||||||||||||||||||||||||||||
| Apparel | 13.4 | 9.2 | 45.9 | % | 30.3 | 20.6 | 47.6 | % | ||||||||||||||||||||||||||||||
| Accessories | 2.7 | 1.8 | 45.4 | % | 5.4 | 3.7 | 48.9 | % | ||||||||||||||||||||||||||||||
| Net Sales | 444.3 | 291.7 | 52.3 | % | 864.5 | 527.3 | 63.9 | % | ||||||||||||||||||||||||||||||
| Shoes % of Net sales | 96.4 | % | 96.2 | % | 95.9 | % | 95.4 | % | ||||||||||||||||||||||||||||||
| Apparel % of Net sales | 3.0 | % | 3.2 | % | 3.5 | % | 3.9 | % | ||||||||||||||||||||||||||||||
| Accessories % of Net sales | 0.6 | % | 0.6 | % | 0.6 | % | 0.7 | % | ||||||||||||||||||||||||||||||
| Net sales % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||
Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022
Net sales increased across all product groups with each category performing exceptionally well. The 52.6% increase in net sales for shoes for the three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022 was driven by new launches, updates to existing models and products carrying over from previous seasons. Specifically, the second quarter of 2023 built on the successful first quarter launches of the Cloudsurfer, Roger Pro Clay and Kids Collection, alongside 2022 blockbuster running launches, including the Cloudmonster and Cloudvista, and the update of the Cloudswift. The 45.9% increase in net sales for apparel for the three-month period ended June 30, 2023 was driven by both Lifestyle and Outdoor products growing particularly well compared to the three-month period ended June 30, 2022 with launches in our Merino, Storm, Movement and Focus collections. Additionally, the launch of our new collections within the apparel range has continued to garner positive feedback from our wholesale account partners, particularly in shop-in-shop environments, where we observed a higher share of apparel sales. Net sales in accessories increased by 45.4% compared to the three-month period ended June 30, 2022.
Six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022
Net sales increased across all product groups with shoes experiencing the largest growth. The 64.7% increase in net sales for shoes for the six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022 was mainly driven by new launches, updates to existing models and products carrying over from previous seasons. Specifically, growth during the six-month period ended June 30, 2023 was driven by the successful first quarter launches of the Cloudsurfer, Roger Pro Clay and Kids Collection, alongside 2022 blockbusters running launches, including the Cloudmonster and Cloudvista, and the update of the Cloudswift. The 47.6% increase in net sales for apparel for the six-month period ended June 30, 2023 was driven by both Lifestyle and Outdoor products growing particularly well compared to the six-month period ended June 30, 2022 with launches in our Merino, Storm, Movement and Focus collections. Additionally, the launch of our new collections within the apparel range has continued to garner positive feedback from our wholesale account partners, particularly in shop-in-shop environments, where we observed a higher share of apparel sales. Net sales in accessories increased by 48.9% compared to the six-month period ended June 30, 2022.
Gross Profit
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Gross profit | 264.5 | 160.8 | 64.4 | % | 509.4 | 282.9 | 80.1 | % | ||||||||||||||||||||||||||||||
| Gross profit margin | 59.5 | % | 55.1 | % | 58.9 | % | 53.6 | % | ||||||||||||||||||||||||||||||
Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022
6
Cost of sales during the three-month period ended June 30, 2023 increased by CHF 49.0 million, or 37.4%, to CHF 179.8 million, compared to CHF 130.8 million during the three-month period ended June 30, 2022. Gross profit was CHF 264.5 million for the three-month period ended June 30, 2023, representing a gross profit margin of 59.5%, compared with CHF 160.8 million for the three-month period ended June 30, 2022, representing a gross profit margin of 55.1%. The gross margin increase is mainly attributed to the ceasing of exceptional airfreight usage and overall reduced freight rates during the three-month period ended June 30, 2023, when compared to the same period in June 30, 2022, where we made a strategic decision to employ airfreight to ensure key product availability and meet strong demand, considering the factory closures in Vietnam in the latter part of 2021. Additionally, the gross profit margin was further supported by a considerable proportion of full-price sales.
Six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022
Cost of sales during the six-month period ended June 30, 2023 increased by CHF 110.7 million, or 45.3%, to CHF 355.1 million, compared to CHF 244.4 million during the six-month period ended June 30, 2022. Gross profit was CHF 509.4 million for the six-month period ended June 30, 2023, representing a gross profit margin of 58.9%, compared with CHF 282.9 million for the six-month period ended June 30, 2022, representing a gross profit margin of 53.6%. The gross margin increase is mainly attributed to the ceasing of exceptional airfreight usage and overall reduced freight rates during the six-month period ended June 30, 2023, when compared to the same period in June 30, 2022, where we made a strategic decision to employ airfreight to ensure key product availability and meet strong demand, considering the factory closures in Vietnam during the latter part of 2021. Additionally, the gross profit margin was further supported by a considerable proportion of full-price sales.
Selling, General and Administrative Expenses
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Net sales | 444.3 | 291.7 | 52.3 | % | 864.5 | 527.3 | 63.9 | % | ||||||||||||||||||||||||||||||
| Distribution expenses | (61.5) | (36.1) | 70.5 | % | (120.7) | (67.0) | 80.2 | % | ||||||||||||||||||||||||||||||
| Selling expenses | (31.8) | (20.1) | 58.3 | % | (59.5) | (36.0) | 65.1 | % | ||||||||||||||||||||||||||||||
| Marketing expenses | (51.5) | (34.6) | 48.8 | % | (96.0) | (62.9) | 52.7 | % | ||||||||||||||||||||||||||||||
| Share-based compensation | (9.1) | 5.6 | (263.6) | % | (14.0) | 2.5 | nm | |||||||||||||||||||||||||||||||
| General and administrative expenses | (71.2) | (49.3) | 44.4 | % | (137.5) | (89.8) | 53.0 | % | ||||||||||||||||||||||||||||||
| SG&A expenses | (225.1) | (134.5) | 67.3 | % | (427.7) | (253.2) | 68.9 | % | ||||||||||||||||||||||||||||||
| Less share-based compensation | (9.1) | 5.6 | (263.6) | % | (14.0) | 2.5 | nm | |||||||||||||||||||||||||||||||
| SG&A (excluding share-based compensation) | (216.0) | (140.1) | 54.2 | % | (413.7) | (255.7) | 61.8 | % | ||||||||||||||||||||||||||||||
| Distribution expenses % of Net sales | 13.8 | % | 12.4 | % | 14.0 | % | 12.7 | % | ||||||||||||||||||||||||||||||
| Selling expenses % of Net sales | 7.2 | % | 6.9 | % | 6.9 | % | 6.8 | % | ||||||||||||||||||||||||||||||
| Marketing expenses % of Net sales | 11.6 | % | 11.9 | % | 11.1 | % | 11.9 | % | ||||||||||||||||||||||||||||||
| Share-based compensation % of Net sales | 2.0 | % | (1.9) | % | 1.6 | % | (0.5) | % | ||||||||||||||||||||||||||||||
| General and administrative expenses % of Net sales | 16.0 | % | 16.9 | % | 15.9 | % | 17.0 | % | ||||||||||||||||||||||||||||||
| SG&A expenses % of Net sales | 50.7 | % | 46.1 | % | 49.5 | % | 48.0 | % | ||||||||||||||||||||||||||||||
| SG&A (excluding share-based compensation) % of Net sales | 48.6 | % | 48.0 | % | 47.9 | % | 48.5 | % | ||||||||||||||||||||||||||||||
Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022
SG&A expenses for the three-month period ended June 30, 2023 increased by CHF 90.6 million, or 67.3%, to CHF 225.1 million, compared to CHF 134.5 million for the three-month period ended June 30, 2022. Excluding share-based compensation, SG&A expenses as a percentage of net sales increased to 48.6% in the three-month period ended June 30, 2023 compared to 48.0% for the three-month period ended June 30, 2022.
7
The drivers for the fluctuations in SG&A expenses, mostly denominated as a percentage of net sales, can be summarized as follows:
•Distribution expenses as a percentage of net sales increased to 13.8% during the three-month period ended June 30, 2023 compared to 12.4% during the three-month period ended June 30, 2022. This was primarily due to incremental costs incurred for temporary additional warehouse capacity required as a result of an increase in supply chain lead time and the ramp-up of our warehouse automation projects in the United States.
•Selling expenses as a percentage of net sales increased to 7.2% during the three-month period ended June 30, 2023 compared to 6.9% during the three-month period ended June 30, 2022. This was primarily due to increased transactions within the direct-to-consumer sales channel, additional costs related to the expansion of our retail footprint and our growing partnerships with third-party e-commerce platforms such as JD and Tmall in China, and our re-commerce solution with Trove in the United States.
•Marketing expenses as a percentage of net sales decreased to 11.6% during the three-month period ended June 30, 2023 compared to 11.9% during the three-month period ended June 30, 2022. The decrease as a percentage of net sales was a result of the elevated net sales achievement in the second quarter. The year-over-over absolute increase in marketing spend reflects our significant investment in brand building initiatives, including those focused on our athletes, innovation, sportswear, tennis and performance running, such as the On track nights events in key cities across Europe. On expects to continue to invest in other branding initiatives over the next quarters in support of our ongoing growth journey.
•Share-based compensation expenses increased to CHF 9.1 million during the three-month period ended June 30, 2023 compared to share-based compensation income of CHF 5.6 million during the three-month period ended June 30, 2022. The increase is driven by grants issued during the second quarter of 2023 as well as grants issued during prior periods with ongoing vesting periods. The share-based compensation income in the second quarter of 2022 was a result of the release of social security tax accruals to match revised estimates in connection with future option exercises.
•General and administrative expenses as a percentage of net sales decreased to 16.0% during the three-month period ended June 30, 2023 compared to 16.9% during the three-month period ended June 30, 2022. This decrease is attributed to both the increased sales performance but primarily due to On focusing on becoming more efficient across various areas of the business.
Six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022
SG&A expenses for the six-month period ended June 30, 2023 increased by CHF 174.5 million, or 68.9%, to CHF 427.7 million, compared to CHF 253.2 million for the six-month period ended June 30, 2022. Excluding share-based compensation, SG&A expenses as a percentage of net sales decreased to 47.9% in the six-month period ended June 30, 2023 compared to 48.5% for the six-month period ended June 30, 2022.
The drivers for the fluctuations in SG&A expenses, mostly denominated as a percentage of net sales, can be summarized as follows:
•Distribution expenses as a percentage of net sales increased to 14.0% during the six-month period ended June 30, 2023 compared to 12.7% during the six-month period ended June 30, 2022. This was primarily due to incremental costs incurred for temporary additional warehouse capacity required as a result of an increase in supply chain lead time and the ramp-up of our warehouse automation projects in the United States.
•Selling expenses as a percentage of net sales slightly increased to 6.9% during the six-month period ended June 30, 2023 compared to 6.8% during the six-month period ended June 30, 2022. This was primarily due to increased transactions within the direct-to-consumer sales channel, additional costs related to the expansion of our retail footprint and our growing partnerships with third-party e-commerce platforms such as JD and Tmall in China, and our re-commerce solution with Trove in the United States.
•Marketing expenses as a percentage of net sales decreased to 11.1% during the six-month period ended June 30, 2023 compared to 11.9% during the six-month period ended June 30, 2022. The decrease as a percentage of net sales was a result of the elevated net sales achievement in the first and second quarter. The year-over-over absolute increase in marketing spend reflects our significant investment in brand building initiatives, including those focused on our athletes, innovation, sportswear, tennis and performance running, such as the On track nights events in key cities across Europe. On expects to continue to invest in other branding initiatives over the next quarters in support of our ongoing growth journey.
•Share-based compensation expense increased by CHF 16.6 million to CHF 14.0 million during the six-month period ended June 30, 2023 from Share-based compensation income of CHF 2.5 million during the six-month period ended June 30, 2022. The increase is driven by grants issued during the six-month period ended June 30, 2023 at a
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higher price range, when compared to the same period in 2022, as well as the release of social security tax accruals in the same period in 2022, to match revised estimates in connection with future option exercises.
•General and administrative expenses as a percentage of net sales decreased to 15.9% during the six-month period ended June 30, 2023 compared to 17.0% during the six-month period ended June 30, 2022. This decrease was primarily a result of scale gains across various areas of the business, including personnel and non-personnel expenses.
Depreciation and Amortization
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 14.2 | 10.6 | 33.3 | % | 28.0 | 20.0 | 40.2 | % | ||||||||||||||||||||||||||||||
| Depreciation and amortization % of Net sales | 3.2 | % | 3.7 | % | 3.2 | % | 3.8 | % | ||||||||||||||||||||||||||||||
Three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022
Depreciation and amortization expenses during the three-month period ended June 30, 2023 increased by CHF 3.6 million, or 33.3%, to CHF 14.2 million, compared to CHF 10.6 million during the three-month period ended June 30, 2022. Thereof, depreciation and amortization expenses attributable to owned assets increased by CHF 2.6 million as a result of office and retail expansion, mainly related to leasehold improvements, furniture and fixtures, IT hardware, and a change in the estimated useful life of production tools during the second half of 2022. In addition, depreciation and amortization expenses attributable to right of use assets increased by CHF 0.9 million as a result of the expansion of retail stores (mainly in China, U.S. and UK).
Six-month period ended June 30, 2023 compared to the six-month periods ended June 30, 2022
Depreciation and amortization expenses during the six-month period ended June 30, 2023 increased by CHF 8.0 million, or 40.2%, to CHF 28.0 million, compared to CHF 20.0 million during the six-month period ended June 30, 2022. Thereof, depreciation and amortization expenses attributable to owned assets increased by CHF 6.0 million as a result of office and retail expansion, mainly related to leasehold improvements, furniture and fixtures, IT hardware, and a change in the estimated useful life of production tools during the second half of 2022. In addition, depreciation and amortization expenses attributable to right of use assets increased by CHF 2.1 million as a result of the expansion of retail stores (mainly in China, U.S. and UK).
Net Financial Result
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Financial income | 4.3 | 1.1 | 282.4 | % | 6.4 | 1.4 | 346.1 | % | ||||||||||||||||||||||||||||||
| Financial expenses | (1.9) | (1.5) | 22.2 | % | (3.6) | (3.0) | 18.2 | % | ||||||||||||||||||||||||||||||
| Foreign exchange results | (48.5) | 32.3 | (250.3) | % | (39.7) | 49.5 | (180.3) | % | ||||||||||||||||||||||||||||||
| Net financial result | (46.1) | 31.8 | (244.8) | % | (36.9) | 47.9 | (177.2) | % | ||||||||||||||||||||||||||||||
Three-month and six-month periods ended June 30, 2023 compared to the three-month and six-month periods ended June 30, 2022
Financial income for the three-month period ended June 30, 2023 increased by CHF 3.1 million, to CHF 4.3 million when compared to the three-month period ended June 30, 2022. Financial income for the six-month period ended June 30, 2023 increased by CHF 4.9 million, to CHF 6.4 million, when compared to the six-month period ended June 30, 2022. The increase in the three and six month periods ended June 30, 2023 is attributable to a gain on the valuation of money market certificates and a short-term fixed deposit.
9
Financial expenses for the three-month period ended June 30, 2023 increased by CHF 0.3 million, or 22.2%, to CHF 1.9 million, compared to CHF 1.5 million for the three-month period ended June 30, 2022. Financial expenses for the six-month period ended June 30, 2023 increased by CHF 0.6 million, or 18.2%, to CHF 3.6 million, compared to CHF 3.0 million for the six-month period ended June 30, 2022. The increase in the three and six month periods ended June 30, 2023 was primarily driven by increased bank charges. The increased bank charges relate to commitment fees associated with bank guarantees which significantly increased compared to the three and six-month period ended 2022. Refer to “Off-Balance Sheet Arrangements” for more detail.
Foreign exchange results for the three-month period ended June 30, 2023 resulted in a foreign exchange loss of CHF 48.5 million, compared to a foreign exchange gain of CHF 32.3 million for the three-month period ended June 30, 2022. The foreign exchange results for the six-month period ended June 30, 2023 resulted in a foreign exchange loss of CHF 39.7 million, compared to a foreign exchange gain of CHF 49.5 million for the six-month period ended June 30, 2022. The foreign exchange loss for the three and six month periods ended June 30, 2023 was primarily due to the negative effect to our monetary assets from the fluctuation in the exchange rates, in particular the CHF/USD exchange rate.
Income Tax Expense (Benefit)
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Current income taxes | 18.0 | 13.2 | 36.5 | % | 33.6 | 18.3 | 84.1 | % | ||||||||||||||||||||||||||||||
| Deferred income taxes | (28.0) | (4.1) | 576.6 | % | (36.5) | (4.2) | 773.2 | % | ||||||||||||||||||||||||||||||
| Income tax expense (benefit) | (10.0) | 9.0 | (210.5) | % | (2.9) | 14.1 | (120.6) | % | ||||||||||||||||||||||||||||||
Income taxes during the three-month and six-month period ended June 30, 2023 resulted in an income tax benefit of CHF 10.0 and CHF 2.9 million, respectively, compared to CHF 9.0 million and CHF 14.1 million income tax expense for the same period in 2022. Income tax benefit is mainly due to deferred income taxes as a result of tax rate differences in local jurisdictions and Swiss tax incentives related to R&D.
Liquidity and Capital Resources
Our primary need for liquidity is to fund working capital requirements, capital expenditures, lease obligations and for general corporate purposes. We finance our liquidity needs using a combination of cash and cash equivalents balances, cash provided from operating activities and, to a lesser extent, available borrowings under the bank overdraft facilities and new credit facility we entered into in July 2023.
Cash Flows
| Six-month period ended June 30, | ||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | |||||||||||||||||
| Cash inflow / (outflow) from operating activities | 3.3 | (124.9) | 102.7 | % | ||||||||||||||||
| Cash (outflow) from investing activities | (21.0) | (27.3) | (23.2) | % | ||||||||||||||||
| Cash inflow / (outflow) from financing activities | (6.7) | 11.2 | (160.0) | % | ||||||||||||||||
| Change in net cash and cash equivalents | (24.3) | (141.0) | (82.7) | % | ||||||||||||||||
| Net cash and cash equivalents at the beginning of the period | 371.0 | 653.1 | (43.2) | % | ||||||||||||||||
| Net impact of foreign exchange rate differences | (9.6) | 45.6 | (121.0) | % | ||||||||||||||||
Net cash and cash equivalents at the end of the period(1) | 337.1 | 557.7 | (39.5) | % | ||||||||||||||||
(1) Net cash and cash equivalents as at June 30, 2023 includes restricted cash in the amount of CHF 158.0 million (December 31, 2022: CHF 129.5 million) provided for bank guarantees associated with a lease commitments. The CHF 28.4 million increase in restricted cash primarily relates to the bank guarantee associated with the ten-year third party logistics and warehouse services agreement entered into in the second quarter of 2023 (discussed below under “ – Contractual Obligations and Commitments").
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As of July 7, 2023, the Company no longer has restricted cash as a result of a multicurrency credit facility agreement entered into on such date (discussed below under "- Indebtedness").
Operating activities
Cash inflow from operating activities was CHF 3.3 million for the six-month period ended June 30, 2023, compared to CHF 124.9 million cash outflow from operating activities in the six-month period ended June 30, 2022. Cash inflow from operating activities of CHF 3.3 million for the six-month period ended June 30, 2023 is the result of CHF 116.1 million generated from net income adjusted for non-cash items, CHF 57.2 million resulting from the period change in other current assets/liabilities and CHF 6.1 million in interest received, offset by CHF 164.6 million period change in net working capital, and CHF 11.6 million in income tax payments made in the period. The CHF 164.6 million change in net working capital was primarily driven by an increases in trade receivables and inventories of CHF 84.3 million and CHF 60.0 million respectively and a decrease in trade payables of CHF 20.3 million. The increase in inventories was driven by product orders to support the ongoing growth of the company combined with the results of the normalization of the supply chain environment. The increase to trade receivables was primarily driven by net sales growth within the wholesale sales channel.
Cash outflow from operating activities of CHF 124.9 million for the six-month period ended June 30, 2022 was primarily due to changes in net working capital and other current assets/liabilities of CHF 129.8 million and CHF 24.0 million, respectively, and income tax payments of CHF 6.1 million, offset by an increase of CHF 33.5 million in net income adjusted for non-cash items and interest received of CHF 1.4 million. The CHF 129.8 million change in net working capital was primarily driven by CHF 53.4 million increase in trade receivables as a result of the net sales growth within the wholesale channel and CHF 74.6 million in inventories required for the fall-winter season product launch in the third quarter of 2022, offset by a change in trade payables of CHF 1.8 million.
Investing activities
Cash outflow from investing activities was CHF 21.0 million for the six-month period ended June 30, 2023 compared to CHF 27.3 million in the six-month period ended June 30, 2022. Cash outflow for both the six-month period ended June 30, 2023 and the six-month period ended June 30, 2022, was primarily related to leasehold improvements, purchases of furniture and fixtures in connection with our corporate offices, investments in IT and purchases of trade and production tools.
Financing activities
Cash outflow from financing activities was CHF 6.7 million in the six-month period ended June 30, 2023 compared to cash inflow from financing activities of CHF 11.2 million in the six-month period ended June 30, 2022. Cash outflow from financing activities of CHF 6.7 million for the six-month period ended June 30, 2023 is primarily due to CHF 10.2 million and CHF 2.3 million, related to lease liabilities payments and interest paid, respectively, offset by CHF 5.7 million in proceeds received from the sale of treasury shares in connection with share-based compensation awards exercised. Cash inflow from financing activities of CHF 11.2 million for the six-month period ended June 30, 2022 was primarily due to CHF 20.5 million in proceeds received from the sale of treasury shares in connection with share-based compensation awards exercised, offset by CHF 6.8 million and CHF 2.5 million, related to lease liability payments and interest paid, respectively.
Net Working Capital
Net working capital is a financial measure that is not defined under IFRS. We use, and believe that certain investors and analysts, use this information to assess liquidity and management use of net working capital resources. We define net working capital as trade receivables, plus inventories, minus trade payables. This measure should not be considered in isolation or as a substitute for any standardized measure under IFRS.
Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
| As of June 30, | As of December 31, | |||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | |||||||||||||||||
| Accounts receivables | 252.7 | 174.6 | 44.7 | % | ||||||||||||||||
| Inventories | 435.9 | 395.6 | 10.2 | % | ||||||||||||||||
| Trade payables | (90.0) | (111.0) | (18.9) | % | ||||||||||||||||
| Net working capital | 598.6 | 459.2 | 30.4 | % | ||||||||||||||||
11
Capital Management
| As of June 30, | As of December 31, | |||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | |||||||||||||||||||||||
As of June 30, 2023: CHF 0.10 nominal value, 299,998,125 Class A Ordinary Shares issued of which 283,434,752 were outstanding As of December 31, 2022: CHF 0.10 nominal value, 299,998,125 Class A Ordinary Shares issued of which 281,976,387 were outstanding | 30.0 | 30.0 | — | % | ||||||||||||||||||||||
As of June 30, 2023 and December 31, 2022: CHF 0.01 nominal value, 345,437,500 Class B voting rights shares issued and outstanding | 3.5 | 3.5 | — | % | ||||||||||||||||||||||
| Share capital | 33.5 | 33.5 | — | % | ||||||||||||||||||||||
| Treasury shares | (26.4) | (26.1) | 1.3 | % | ||||||||||||||||||||||
| Share premium | 756.9 | 756.9 | — | % | ||||||||||||||||||||||
| Statutory reserves | 38.8 | 33.8 | 14.8 | % | ||||||||||||||||||||||
| Equity transaction costs | (8.7) | (8.7) | — | % | ||||||||||||||||||||||
| Tax impact on equity transaction costs | 1.3 | 1.3 | — | % | ||||||||||||||||||||||
| Share-based compensation | 330.3 | 321.8 | 2.6 | % | ||||||||||||||||||||||
| Capital reserves | 1,118.6 | 1,105.1 | 1.2 | % | ||||||||||||||||||||||
| Other reserves | (3.7) | — | 100.0 | % | ||||||||||||||||||||||
| Accumulated losses | (95.2) | (142.9) | (33.3) | % | ||||||||||||||||||||||
| Equity | 1,026.7 | 969.5 | 5.9 | % | ||||||||||||||||||||||
| Class A Shares | Class B Shares | |||||||||||||
| Shares issued and outstanding as of January 1, 2023 | 281,976,387 | 345,437,500 | ||||||||||||
| Sale of treasury shares related to share-based compensation | 1,476,316 | — | ||||||||||||
| Purchase of treasury shares | (17,951) | — | ||||||||||||
Shares issued and outstanding as of June 30, 2023(1) | 283,434,752 | 345,437,500 | ||||||||||||
Awards granted under various incentive plans not yet exercised or distributed at June 30, 2023(2) | 1,019,799 | — | ||||||||||||
| Awards granted under various incentive plans with dilutive effects at June 30, 2023 | 3,356,768 | 11,792,673 | ||||||||||||
(1) As of June 30, 2023 there were 16,563,373 treasury shares held by On (December 31, 2022: 18,021,738).
(2) These awards require little or no further consideration to be exercised, and as such, have been included in the weighted average number of ordinary shares outstanding used to calculate Basic EPS at June 30, 2023.
Share-based compensation
As of June 30, 2023, On has recognized an increase in shareholders' equity in the balance sheet of CHF 6.2 million for share-based compensation incurred during the three-month period ending June 30, 2023.
For the three-month period ending June 30, 2023, we have recognized a share-based compensation expense of CHF 9.1 million pursuant to the following share-based compensation plans and programs for select employees including our group executive team and senior management team, which account for a part of the increase:
• Compensation of non-executive members of our board of directors
• Long Term Incentive Plan 2021
Share-based payments are valued based on the grant date fair value of these awards and recorded over the corresponding vesting period.
12
Indebtedness
As of June 30, 2023, we had three bank overdraft facilities with different lenders with credit limits of up to CHF 100.0 million, CHF 25.0 million and USD 35.0 million, respectively. All facilities were fully committed. The maximum amounts that can be drawn under the respective facilities is determined quarterly based on our net working capital. Any amounts drawn in excess of the committed amounts are repayable on demand. As of both June 30, 2023 and December 31, 2022, no amounts had been drawn under the overdraft facilities.
On July 7, 2023, On entered into a CHF 700 million multicurrency credit facility agreement which replaced the three bank overdraft facilities mentioned above. On has an option to increase the total availability of borrowings under the facility in an aggregate amount of up to CHF 200 million, subject to the satisfaction of certain customary conditions. As of the date hereof, we have not drawn cash under this credit facility and we do not currently expect to draw cash from the facility agreement in the near term. We entered into the facility agreement as part of our prudent financial planning strategy to create future financial flexibility to better align with the size and maturity of the Company. The proceeds of any borrowings under this new facility agreement may be used towards the financing of working capital requirements and for general corporate purposes of the Group, including the roll-in of certain existing bank guarantees and the issuance of new bank guarantees. The new facility agreement has an initial term of three years and may be extended twice for a period of one year each.
During the second quarter of 2023, as a result of a third party logistics and warehouse services agreement (discussed below under “ – Contractual Obligations and Commitments"), we entered into an uncommitted credit facility with a financial institution for EUR 30.0 million, which is secured by CHF 32.6 million cash and cash equivalents as collateral (restricted cash) as of June 30, 2023.
Contractual Obligations and Commitments
The following summarizes the significant contractual obligations and commitments as of June 30, 2023:
| As of June 30, 2023 | ||||||||||||||||||||||||||
| (CHF in millions) | Total | Less than 1 year | 1 to 5 Years | More than 5 years | ||||||||||||||||||||||
Purchase obligations(1) | 90.0 | 90.0 | — | — | ||||||||||||||||||||||
Lease liabilities(2) | 184.2 | 26.5 | 74.2 | 83.5 | ||||||||||||||||||||||
Lease commitments(3) | 353.8 | 14.8 | 138.1 | 200.9 | ||||||||||||||||||||||
| Total contractual obligations | 628.0 | 131.4 | 212.3 | 284.4 | ||||||||||||||||||||||
(1) Purchase obligations refer to an agreement to purchase goods or services that is enforceable and legally binding on the registrant that specifies all significant terms. The figures presented comprise of trade payables as of June 30, 2023.
(2) Lease liabilities are related to storage space, various offices, retail stores, showrooms and cars.
(3) We have committed ourselves to several new lease contracts, which have not yet commenced as of June 30, 2023, and are therefore not required to be recognized on our balance sheet. The majority of the future lease commitments relate to warehouses in U.S. and Belgium.
During the second quarter of 2023, we entered into a ten-year third party logistics and warehouse services agreement for a highly automated and new fulfillment center in Beringen (Belgium), to facilitate our future omnichannel growth in Europe and lower our handling cost over time through automation. The associated contractual commitments and investments made by the third party as a result of the logistics and warehouse service agreement is secured by a bank guarantee obtained in the amount of EUR 30.0 million. Simultaneously, we entered into an uncommitted credit facility with a financial institution for EUR 30.0 million, which is secured by CHF 32.6 million cash and cash equivalents as collateral (restricted cash).
13
Off-Balance Sheet Arrangements
As of June 30, 2023, we provided guarantees in the amount of CHF 152.2 million (December 31, 2022: CHF 126.1 million) in favor of third parties. Other than those items disclosed here and elsewhere in this document, we do not have any material off-balance sheet arrangements or commitments as of June 30, 2023.
As of July 7, 2023 all bank guarantees have been rolled into the new credit facility discussed in the " – indebtedness" section above, and will no longer require the Company to maintain any restricted cash.
Non-IFRS Measures
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital are financial measures that are not defined under IFRS.
We use these non-IFRS measures when evaluating our performance, including when making financial and operating decisions, and as a key component in the determination of variable incentive compensation for employees. We believe that, in addition to conventional measures prepared in accordance with IFRS, these non-IFRS measures enhance investor understanding of our financial and operating performance from period to period, because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. In particular, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income and net working capital are measures commonly used by investors to evaluate companies in the sportswear industry.
However, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other companies. The tables below reconcile each non-IFRS measure to its most directly comparable IFRS measure.
Adjusted EBITDA and Adjusted EBITDA Margin
The table below provides a reconciliation between net income and adjusted EBITDA for the periods presented. Adjusted EBITDA margin is equal to adjusted EBITDA for the period presented as a percentage of net sales for the same period.
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||
| Net income | 3.3 | 49.1 | (93.3) | % | 47.7 | 63.5 | (24.9) | % | ||||||||||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||||||||||||||
| Income taxes | (10.0) | 9.0 | (210.5) | % | (2.9) | 14.1 | (120.6) | % | ||||||||||||||||||||||||||||||
| Financial income | (4.3) | (1.1) | 282.4 | % | (6.4) | (1.4) | 346.1 | % | ||||||||||||||||||||||||||||||
| Financial expenses | 1.9 | 1.5 | 22.2 | % | 3.6 | 3.0 | 18.2 | % | ||||||||||||||||||||||||||||||
| Foreign exchange result | 48.5 | (32.3) | 250.3 | % | 39.7 | (49.5) | 180.3 | % | ||||||||||||||||||||||||||||||
| Depreciation and amortization | 14.2 | 10.6 | 33.3 | % | 28.0 | 20.0 | 40.2 | % | ||||||||||||||||||||||||||||||
Share-based compensation(1) | 9.1 | (5.6) | 263.6 | % | 14.0 | (2.5) | 653.5 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA | 62.7 | 31.4 | 99.6 | % | 123.7 | 47.1 | 162.5 | % | ||||||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 14.1 | % | 10.8 | % | 31.1 | % | 14.3 | % | 8.9 | % | 60.1 | % | ||||||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
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Adjusted Net Income, Adjusted Basic EPS and Adjusted Diluted EPS
We use adjusted net income, adjusted basic EPS and adjusted diluted EPS as measures of operating performance in conjunction with related IFRS measures.
Adjusted basic EPS is used in conjunction with other non-IFRS measures and excludes certain items (as listed below) in order to increase comparability of the metric from period to period, which we believe makes it useful for management, our audit committee and investors to assess our financial performance over time.
Diluted EPS is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period on a fully diluted basis. For the purpose of operational performance measurement, we calculate adjusted net income, adjusted basic EPS and adjusted diluted EPS in a manner that fully excludes the impact of any costs related to share-based compensation and includes the tax effect on the tax deductible portion of the non-IFRS adjustments.
The table below provides a reconciliation between net income to adjusted net income, adjusted basic EPS and adjusted diluted EPS for the periods presented:
| Three-month period ended June 30, | ||||||||||||||||||||||||||
| (CHF in millions, except per share data) | 2023 | 2023 | 2022 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Net income | 2.9 | 0.4 | 43.8 | 5.4 | ||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||
Share-based compensation(1) | 8.1 | 1.0 | (5.0) | (0.6) | ||||||||||||||||||||||
Tax effect of adjustments(2) | (0.6) | (0.1) | 1.1 | 0.1 | ||||||||||||||||||||||
| Adjusted net income | 10.5 | 1.3 | 39.9 | 4.9 | ||||||||||||||||||||||
| Weighted number of outstanding shares | 284,127,877 | 345,437,500 | 282,182,571 | 345,437,500 | ||||||||||||||||||||||
| Weighted number of shares with dilutive effects | 3,464,956 | 11,792,673 | 2,241,734 | 6,782,573 | ||||||||||||||||||||||
Weighted number of outstanding shares (diluted and undiluted)(3) | 287,592,833 | 357,230,173 | 284,424,305 | 352,220,073 | ||||||||||||||||||||||
| Adjusted basic EPS (CHF) | 0.04 | 0.00 | 0.14 | 0.01 | ||||||||||||||||||||||
| Adjusted diluted EPS (CHF) | 0.04 | 0.00 | 0.14 | 0.01 | ||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
(2) The tax effect has been calculated by applying the local tax rate on the tax deductible portion of the respective adjustments.
(3) Weighted number of outstanding shares (diluted and undiluted) are presented herein in order to calculate Adjusted EPS as Adjusted net income for such periods.
15
| Six-month period ended June 30, | ||||||||||||||||||||||||||
| (CHF in millions, except per share data) | 2023 | 2023 | 2022 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Net income | 42.5 | 5.2 | 56.6 | 6.9 | ||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||
Share-based compensation(1) | 12.5 | 1.5 | (2.3) | (0.3) | ||||||||||||||||||||||
Tax effect of adjustments(2) | (1.1) | (0.1) | 0.7 | 0.1 | ||||||||||||||||||||||
| Adjusted net income | 53.9 | 6.6 | 55.0 | 6.8 | ||||||||||||||||||||||
| Weighted number of outstanding shares | 283,859,171 | 345,437,500 | 281,519.63 | 345,437.50 | ||||||||||||||||||||||
| Weighted number of shares with dilutive effects | 3,335,725 | 11,203,866 | 2,868.57 | 7,135.50 | ||||||||||||||||||||||
Weighted number of outstanding shares (diluted and undiluted)(3) | 287,194,897 | 356,641,366 | 284,388.20 | 352,573.00 | ||||||||||||||||||||||
| Adjusted basic EPS (CHF) | 0.19 | 0.02 | 0.20 | 0.02 | ||||||||||||||||||||||
| Adjusted diluted EPS (CHF) | 0.19 | 0.02 | 0.19 | 0.02 | ||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
(2) The tax effect has been calculated by applying the local tax rate on the tax deductible portion of the respective adjustments.
(3) Weighted number of outstanding shares (diluted and undiluted) are presented herein in order to calculate Adjusted EPS as Adjusted net income for such periods.
New Accounting Pronouncements
There have been no material changes related to recently issued or adopted accounting standards from those disclosed in our consolidated financial statements for the year ended December 31, 2022, included in our Annual Report and filed with the United States Securities and Exchange Commission on Form 20-F and available at www.sec.gov.
Critical Accounting Policies
There have been no material changes to the key estimates, assumptions and judgments from those disclosed in our consolidated financial statements for the year ended December 31, 2022, included in our Annual Report and filed with the United States Securities and Exchange Commission on Form 20-F and available at www.sec.gov.
Risk Factors
There have been no material changes to the risk factors as set out in our Annual Report filed with the United States Securities and Exchange Commission on Form 20-F and available at www.sec.gov.
Special Note Regarding Forward-Looking Statements
This management's discussion & analysis contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements can be identified by terminology such as “will”, “expects”, “anticipates”, “aims”, “future”, “intends”, “plans”, “believes”, “estimates”, “likely to” and similar statements. Among other things, On’s quotations from management in this announcement, as well as On’s strategic and operational plans, contain forward-looking statements. On may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about On’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the strength of our brand and our ability to maintain our reputation and brand image; our ability
16
and the ability of our independent manufacturers and other suppliers to follow responsible business practices; our ability to implement our growth strategy; the concentration of our business in a single, discretionary product category, namely footwear, apparel and accessories; our ability to continue to innovate and meet consumer expectations; changes in consumer tastes and preferences including in products and sustainability, and our ability to connect with our consumer base; our generation of net losses in the past and potentially in the future; our limited operating experience in new markets; our ability to open new stores at locations that will attract customers to our premium products; our ability to compete and conduct our business in the future; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; general economic, political, demographic and business conditions worldwide, including geopolitical uncertainty and instability, such as the Russia-Ukraine conflict; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; our ability to strengthen our DTC channel; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy; supply chain disruptions, inflation and increased costs in supplies, goods and transportation; the availability of qualified personnel and the ability to retain such personnel, including our extended founder team; our ability to accurately forecast demand for our products and manage product manufacturing decisions; our ability to distribute products through our wholesale channel; changes in commodity, material, labor, distribution and other operating costs; our international operations; our ability to protect our intellectual property and defend against allegations of violations of third-party intellectual property by us; security breaches and other disruptions to our IT systems; increased hacking activity against the critical infrastructure of any nation or organization that retaliates against Russia for its invasion of Ukraine; our reliance on complex IT systems; financial accounting and tax matters; any material weaknesses identified in our internal control over financial reporting and remediation efforts; the potential impact of, and our compliance with, new and existing laws and regulations; other factors that may affect our financial condition, liquidity and results of operations; and other risks and uncertainties set out in filings made from time to time with the SEC and available at www.sec.gov, including, without limitation, our most recent reports on Form 20-F and Form 6-K. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.
17
Exhibit 99.3
On Reports Results for the Second Quarter and Six-Month Period Ended June 30, 2023
•On delivers its sixth consecutive record top-line quarter, reaching net sales of CHF 444.3 million in Q2 2023. This corresponds to a year-over-year growth rate of 52.3% and over 60% on a constant currency basis. Driven by the high end-consumer demand, net sales in the direct-to-consumer ("DTC") channel outgrew the wholesale channel, increasing by 54.7% year-over-year.
•Supported by the resulting increased DTC share of 36.8% and a high share of full-price sales, On achieves a strong second quarter gross profit margin of 59.5%. The increase versus the 55.1% gross profit margin in the prior year period further reflects the discontinuation of extraordinary air freight usage, which had weighed on profitability during the first half of 2022.
•On continues on its path to combine strong growth with increasing profitability, achieving a positive net income in the quarter of CHF 3.3 million despite significant unrealized FX losses. Adjusted EBITDA reached CHF 62.7 million, nearly doubling from CHF 31.4 million in the prior year period.
•As a result of the achievements in the first half of the year, ongoing momentum in the start of the third quarter and continued positive feedback from its retail partners, On is raising its outlook for net sales to reach at least CHF 1.76 billion in the fiscal year 2023, implying a full year growth rate of 44% and second half year growth rate of close to 30%.
•The increased outlook for the full year includes consideration of the persistent CHF strength that On faces in relation to its other meaningful currencies. On a constant currency basis, the increased outlook implies a growth rate of 44% for the second half of the year.
•On continues to deliver innovative, differentiated products that enable world-class performances on the road, tracks, trails and courts. In recent months, Iga Świątek won the women's singles French Open title and On athletes achieved 24 podium finishes in their respective national athletics championships, further enhancing On's credibility in the performance space.
ZURICH, Switzerland, August 15, 2023 - On Holding AG (NYSE: ONON) (“On,” “On Holding AG,” the “Company,” “we,” “our,” “ours,” or “us”), has announced its financial results for the second quarter and six-month period ended June 30, 2023.
Martin Hoffmann, Co-CEO and CFO of On, said: “The very strong first six months of the year and now six consecutive record quarters is a testament to the incredible work and dedication our team continues to showcase every day. The strength of the On brand and continued exceptional growth is visible across channels, regions and products. We are thrilled that we are visibly progressing further on our strategy and ambition to win credibility and market share in the performance space. In particular, we are extremely pleased with the feedback on our Cloudboom Echo 3, which was more broadly launched in Q2 and is our fastest long-distance running shoe yet. On the Tennis side, we saw Iga Świątek take the victory at the French Open at Roland Garros in early June – we are so proud to have kicked off On’s presence on the grand slam courts with such an incredible and emotional debut."
David Allemann, Co-Founder and Executive Co-Chairman of On, said: “We are coming closer to our two-year anniversary since our IPO. Our life as a public company has been an incredible continuation of our journey, marked by significant progress and huge achievements. Our product innovation engine has delivered six all-new performance shoes within the 24-month period, as we continue to take market share in the specialty run channel. We have opened the door for future regional growth and category expansion, while also improving our operational backbone. After a great first half of 2023, we are excited and energized for the second half of the year, starting with the upcoming World Athletics Championships in Budapest, where numerous On athletes will be participating."
Second Quarter 2023 Financial and Operating Metrics
Key highlights for the three-month period ended June 30, 2023 compared to the three-month period ended June 30, 2022 include:
• net sales increased 52.3% to CHF 444.3 million;
• net sales through the DTC sales channel increased 54.7% to CHF 163.5 million;
• net sales through the wholesale sales channel increased 51.0% to CHF 280.8 million;
• net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific increased 28.9% to CHF 113.6 million, 59.8% to CHF 296.6 million and 90.2% to CHF 34.1 million, respectively;
• net sales from shoes, apparel and accessories increased 52.6% to CHF 428.2 million, 45.9% to 13.4 million and 45.4% to 2.7 million, respectively;
•gross profit increased 64.4% to CHF 264.5 million from CHF 160.8 million;
• gross profit margin increased to 59.5% from 55.1%;
• net income decreased 93.3% to CHF 3.3 million from CHF 49.1 million;
• net income margin decreased to 0.7% from 16.9%;
•basic earnings per share (“EPS”) Class A (CHF) decreased to 0.01 from 0.16;
•diluted EPS Class A (CHF) decreased to 0.01 from 0.15;
• adjusted EBITDA increased 99.6% to CHF 62.7 million from CHF 31.4 million;
•adjusted EBITDA margin increased to 14.1% from 10.8%;
•adjusted net income decreased to CHF 11.7 million from CHF 44.8 million;
•adjusted basic EPS Class A (CHF) decreased to 0.04 from 0.14; and
•adjusted diluted EPS Class A (CHF) decreased to 0.04 from 0.14.
Key highlights for the six-month period ended June 30, 2023 compared to the six-month period ended June 30, 2022 include:
•net sales increased 63.9% to CHF 864.5 million;
•net sales through the DTC sales channel increased 58.9% to CHF 300.5 million;
•net sales through the wholesale sales channel increased 66.7% to CHF 564.0 million;
•net sales in the EMEA, Americas and Asia-Pacific increased 39.4% to CHF 232.2 million, 73.6% to CHF 566.8 million and 90.5% to CHF 65.5 million, respectively;
•net sales from shoes, apparel and accessories increased 64.7% to CHF 828.7 million, 47.6% to CHF 30.3 million and 48.9% to CHF 5.4 million, respectively;
•gross profit increased 80.1% to CHF 509.4 million from CHF 282.9 million;
•gross profit margin increased to 58.9% from 53.6%;
•net income decreased 24.9% to CHF 47.7 million from CHF 63.5 million;
•net income margin decreased to 5.5% from 12.0%
•basic EPS Class A (CHF) decreased to 0.15 from 0.20;
•diluted EPS Class A (CHF) decreased to 0.15 from 0.20;
•adjusted EBITDA increased 162.5% to CHF 123.7 million from CHF 47.1 million;
•adjusted EBITDA margin increased to 14.3% from 8.9%;
•adjusted net income decreased to CHF 60.5 million from CHF 61.8 million;
•adjusted basic EPS Class A (CHF) decreased to 0.19 from 0.20; and
•adjusted diluted EPS Class A (CHF) remained unchanged at 0.19.
Key highlights as of June 30, 2023 compared to December 31, 2022 include:
•cash and cash equivalents decreased by 9% to CHF 337.1 million from CHF 371.0 million; and
•net working capital was CHF 598.6 million as of June 30, 2023 which reflects an increase of 30.4% compared to December 31, 2022.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital are non-IFRS measures used by us to evaluate our performance. Furthermore, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital enhance
investor understanding of our financial and operating performance from period to period because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS. For a detailed description and a reconciliation to the nearest IFRS measure, see the section below titled “Non-IFRS Measures”.
Outlook
Following two consecutive record quarters in 2023, On remains confident in the strength of the brand and in the ability to continue carrying out its growth strategy. The strong second quarter results serve as a proof point for the strength of the On brand and the strong demand that persists across all channels, regions and products.
Supported by an exciting product pipeline, encouraging feedback from wholesale partners, and a strong start into Q3, On is again raising its outlook for the full fiscal year ending December 31, 2023, and now expects to reach net sales of CHF 1.76 billion. This implies a year-over-year growth rate of 44.0% and a second half year growth rate of close to 30%. Based on the current foreign exchange rates and in comparison to the previous outlook in May, this incorporates an additional negative FX impact of approximately 3% on On's US Dollar net sales for the second half of the year, equivalent to approximately 20 million Swiss Francs. The guidance for the second half of the year further implies a constant currency growth rate of 44%.
On is maintaining its previous outlook on gross profit margin and adjusted EBITDA margin of 58.5% and 15.0% respectively. As it relates to gross profit margin, On sees the potential to exceed the 58.5% mark in the case of an ongoing US Dollar weakness versus the Swiss Franc and absent any significant offsets from other currencies. This is further supported by the strong gross profit margin of 58.9% in the first half of the year, and the expectation for a continued high share of full-price sales in the remainder of the year.
Other than with respect to IFRS net-sales and gross profit margin, On only provides guidance on a non-IFRS basis. The Company does not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. As a result, we are not able to forecast with reasonable certainty all deductions needed in order to provide a reconciliation to net income. The above outlook is based on current market conditions and reflects the Company’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to change. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of risks and uncertainties, including those stated below and in our filings with the U.S. Securities and Exchange Commission (the "SEC").
Conference Call Information
A conference call to discuss second quarter results is scheduled for August 15, 2023 at 8 a.m. U.S. Eastern time (2 p.m. Central European Time). Those interested in participating in the call are invited to dial the following numbers:
United States: +1 646 307 19 63
United Kingdom: +44 203 481 42 47
Switzerland: +41 43 210 51 63
No access code necessary.
Additionally, a live webcast of the conference call will be available on the Company's investor relations website and under the following link: https://events.q4inc.com/attendee/407046583. Following the conclusion of the call, a replay of the conference call will be available on the Company's website.
About On
On was born in the Swiss Alps with one goal: to revolutionize the sensation of running by empowering all to run on clouds. Thirteen years after market launch, On delivers industry-disrupting innovation in premium footwear, apparel, and accessories for high-performance running, outdoor, and all-day activities. Fueled by customer-recommendation, On’s award-winning CloudTec® innovation, purposeful design and groundbreaking strides in sportswear’s circular economy have attracted a fast-growing global fanbase — inspiring humans to explore, discover and dream on.
On is present in more than 60 countries globally and engages with a digital community on www.on.com.
Non-IFRS Measures
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital are financial measures that are not defined under IFRS. We use these non-IFRS measures when evaluating our performance, including when making financial and operating decisions, and as a key component in the determination of variable incentive compensation for employees. We believe that, in addition to conventional measures prepared in accordance with IFRS, these non-IFRS measures enhance investor understanding of our financial and operating performance from period to period, because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. In particular, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income and net working capital are measures commonly used by investors to evaluate companies in the sportswear industry.
However, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other companies. The tables below reconcile each non-IFRS measure to its most directly comparable IFRS measure.
As noted above, we do not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. The amount of these deductions may be material and, therefore, could result in projected net income being materially less than projected adjusted EBITDA. These statements represent forward-looking information and may represent a financial outlook, and actual results may vary. Please see the risks and assumptions referred to in the Forward-Looking Statements section of this news release.
We also present certain information related to our current period results of operations through “constant currency,” which is a non-IFRS financial measure and should be viewed as a supplement to our results of operations under IFRS. Constant currency represents current period results that have been retranslated using exchange rates used in the prior year comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.
Forward-Looking Statements
This press release includes estimates, projections, statements relating to the Company's business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "outlook," "believes," "intends," "estimates," "predicts," "potential" or the negative of these terms or other comparable terminology. These forward-looking statements also include the Company's guidance and outlook statements. These statements are based on management's current expectations but they involve a number of risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation: the strength of our brand and our ability to maintain our reputation and brand image; our ability and the ability of our independent manufacturers and other suppliers to follow responsible business practices; our ability to implement our growth strategy; the concentration of our business in a single, discretionary product category, namely footwear, apparel and accessories; our ability to continue to innovate and meet consumer expectations; changes in consumer tastes and preferences including in products and sustainability, and our ability to connect with our consumer base; our generation of net losses in the past and potentially in the future; our limited operating experience in new markets; our ability to open new stores at locations that will attract customers to our premium products; our ability to compete and conduct our business in the future; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; general economic, political, demographic and business conditions worldwide, including geopolitical uncertainty and instability, such as the Russia-Ukraine conflict; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; our ability to strengthen our DTC channel; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; our third-party suppliers, manufacturers and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy; supply chain disruptions, inflation and increased costs in supplies, goods and transportation; the availability of qualified personnel and the ability to retain such personnel, including our extended founder team; our ability to accurately forecast demand for our products and manage product manufacturing decisions; our ability to distribute products through our wholesale channel; changes in commodity, material, labor, distribution and other operating costs; our international operations; our ability to protect our intellectual property and defend against allegations of violations of third-party intellectual property by us; security breaches and other disruptions to our IT systems; increased hacking activity against the critical infrastructure of any nation or organization that retaliates against Russia for its invasion of Ukraine; our reliance on complex IT systems; financial accounting and tax matters; any material weaknesses identified in our internal control over financial reporting and remediation efforts; the potential impact of, and our compliance with, new and existing laws and regulations; other factors that may affect our financial condition, liquidity and results of operations; and other risks and uncertainties set out in filings made
from time to time with the SEC and available at www.sec.gov, including, without limitation, our most recent reports on Form 20-F and Form 6-K. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.
For investor and media inquiries
Investor Contact:
On Holding AG
Jerrit Peter
investorrelations@on.com
or
ICR, Inc.
Brendon Frey
brendon.frey@icrinc.com
Media Contact:
On Holding AG
Vesna Stimac
press@on.com
Source: On
Category: Earnings
Consolidated Financial Information
Unaudited interim condensed consolidated statements of income
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||
| Net sales | 444.3 | 291.7 | 864.5 | — | 527.3 | |||||||||||||||||||||
| Cost of sales | (179.8) | (130.8) | (355.1) | (244.4) | ||||||||||||||||||||||
| Gross profit | 264.5 | 160.8 | 509.4 | 282.9 | ||||||||||||||||||||||
| Selling, general and administrative expenses | (225.1) | (134.5) | (427.7) | (253.2) | ||||||||||||||||||||||
| Operating result | 39.4 | 26.3 | 81.7 | 29.7 | ||||||||||||||||||||||
| Financial income | 4.3 | 1.1 | 6.4 | 1.4 | ||||||||||||||||||||||
| Financial expenses | (1.9) | (1.5) | (3.6) | (3.0) | ||||||||||||||||||||||
| Foreign exchange result | (48.5) | 32.3 | (39.7) | 49.5 | ||||||||||||||||||||||
| Income / (loss) before taxes | (6.7) | 58.2 | 44.8 | 77.6 | ||||||||||||||||||||||
| Income tax benefit / (expense) | 10.0 | (9.0) | 2.9 | (14.1) | ||||||||||||||||||||||
| Net income | 3.3 | 49.1 | 47.7 | 63.5 | ||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||
| Basic EPS Class A (CHF) | 0.01 | 0.16 | 0.15 | 0.20 | ||||||||||||||||||||||
| Basic EPS Class B (CHF) | 0.00 | 0.02 | 0.01 | 0.02 | ||||||||||||||||||||||
| Diluted EPS Class A (CHF) | 0.01 | 0.15 | 0.15 | 0.20 | ||||||||||||||||||||||
| Diluted EPS Class B (CHF) | 0.00 | 0.02 | 0.01 | 0.02 | ||||||||||||||||||||||
Unaudited interim condensed consolidated balance sheets
| (CHF in millions) | 6/30/2023 | 12/31/2022 | ||||||||||||
| Cash and cash equivalents | 337.1 | 371.0 | ||||||||||||
| Trade receivables | 252.7 | 174.6 | ||||||||||||
| Inventories | 435.9 | 395.6 | ||||||||||||
| Other current financial assets | 43.1 | 33.2 | ||||||||||||
| Other current operating assets | 86.8 | 77.0 | ||||||||||||
| Current assets | 1,155.6 | 1,051.5 | ||||||||||||
| Property, plant and equipment | 84.3 | 77.2 | ||||||||||||
| Right-of-use assets | 152.9 | 151.6 | ||||||||||||
| Intangible assets | 67.4 | 70.3 | ||||||||||||
| Deferred tax assets | 76.9 | 31.7 | ||||||||||||
| Non-current assets | 381.5 | 330.9 | ||||||||||||
| Assets | 1,537.1 | 1,382.4 | ||||||||||||
| Trade payables | 90.0 | 111.0 | ||||||||||||
| Other current financial liabilities | 33.7 | 31.2 | ||||||||||||
| Other current operating liabilities | 159.8 | 81.7 | ||||||||||||
| Current provisions | 8.6 | 5.0 | ||||||||||||
| Income tax liabilities | 37.0 | 13.9 | ||||||||||||
| Current liabilities | 329.1 | 242.7 | ||||||||||||
| Employee benefit obligations | 5.8 | 6.3 | ||||||||||||
| Non-current provisions | 8.1 | 7.2 | ||||||||||||
| Other non-current financial liabilities | 140.9 | 138.8 | ||||||||||||
| Deferred tax liabilities | 26.6 | 17.9 | ||||||||||||
| Non-current liabilities | 181.4 | 170.2 | ||||||||||||
| Share capital | 33.5 | 33.5 | ||||||||||||
| Treasury shares | (26.4) | (26.1) | ||||||||||||
| Capital reserves | 1,118.6 | 1,105.1 | ||||||||||||
| Other reserves | (3.7) | — | ||||||||||||
| Accumulated losses | (95.2) | (142.9) | ||||||||||||
| Equity | 1,026.7 | 969.5 | ||||||||||||
| Equity and liabilities | 1,537.1 | 1,382.4 | ||||||||||||
Unaudited interim condensed consolidated statements of cash flows
| Six-month period ended June 30, | ||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | ||||||||||||||||||
| Net income | 47.7 | 63.5 | ||||||||||||||||||
| Share-based compensation | 8.5 | 1.8 | ||||||||||||||||||
| Employee benefit expenses | (1.7) | 0.8 | ||||||||||||||||||
| Depreciation and amortization | 28.0 | 20.0 | ||||||||||||||||||
| Loss / (gain) on disposal of assets | 0.4 | 1.5 | ||||||||||||||||||
| Interest income and expenses | (3.8) | 1.2 | ||||||||||||||||||
| Net exchange differences | 35.3 | (60.5) | ||||||||||||||||||
| Income taxes | (2.9) | 14.1 | ||||||||||||||||||
| Change in provisions | 4.7 | (8.8) | ||||||||||||||||||
| Change in working capital | (164.6) | (129.8) | ||||||||||||||||||
| Trade receivables | (84.3) | (53.4) | ||||||||||||||||||
| Inventories | (60.0) | (74.6) | ||||||||||||||||||
| Trade payables | (20.3) | (1.8) | ||||||||||||||||||
| Change in other current assets / liabilities | 57.2 | (24.0) | ||||||||||||||||||
| Interest received | 6.1 | 1.4 | ||||||||||||||||||
| Income taxes paid | (11.6) | (6.1) | ||||||||||||||||||
| Cash inflow / (outflow) from operating activities | 3.3 | (124.9) | ||||||||||||||||||
| Purchase of tangible assets | (19.0) | (23.7) | ||||||||||||||||||
| Purchase of intangible assets | (2.0) | (3.6) | ||||||||||||||||||
| Cash (outflow) from investing activities | (21.0) | (27.3) | ||||||||||||||||||
| Payments of lease liabilities | (10.2) | (6.8) | ||||||||||||||||||
| Proceeds on sale of treasury shares related to share-based compensation | 5.7 | 20.5 | ||||||||||||||||||
| Interest paid | (2.3) | (2.5) | ||||||||||||||||||
| Cash inflow / (outflow) from financing activities | (6.7) | 11.2 | ||||||||||||||||||
| Change in net cash and cash equivalents | (24.3) | (141.0) | ||||||||||||||||||
| Net cash and cash equivalents at January 1 | 371.0 | 653.1 | ||||||||||||||||||
| Net impact of foreign exchange rate differences | (9.6) | 45.6 | ||||||||||||||||||
| Net cash and cash equivalents at June 30 | 337.1 | 557.7 | ||||||||||||||||||
Reconciliation of Non-IFRS measures
Adjusted EBITDA and Adjusted EBITDA Margin
The table below reconciles net income to adjusted EBITDA for the periods presented. Adjusted EBITDA margin is equal to adjusted EBITDA for the period presented as a percentage of net sales for the same period.
| Three-month period ended June 30, | Six-month period ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | 2023 | 2022 | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | 3.3 | 49.1 | (93.3) | % | 47.7 | 63.5 | (24.9) | % | ||||||||||||||||||||||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Income taxes | (10.0) | 9.0 | (210.5) | % | (2.9) | 14.1 | (120.6) | % | ||||||||||||||||||||||||||||||||||||||||||
| Financial income | (4.3) | (1.1) | 282.4 | % | (6.4) | (1.4) | 346.1 | % | ||||||||||||||||||||||||||||||||||||||||||
| Financial expenses | 1.9 | 1.5 | 22.2 | % | 3.6 | 3.0 | 18.2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange result | 48.5 | (32.3) | 250.3 | % | 39.7 | (49.5) | 180.3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 14.2 | 10.6 | 33.3 | % | 28.0 | 20.0 | 40.2 | % | ||||||||||||||||||||||||||||||||||||||||||
Share-based compensation(1) | 9.1 | (5.6) | 263.6 | % | 14.0 | (2.5) | 653.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 62.7 | 31.4 | 99.6 | % | 123.7 | 47.1 | 162.5 | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 14.1 | % | 10.8 | % | 31.1 | % | 14.3 | % | 8.9 | % | 60.1 | % | ||||||||||||||||||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
Adjusted Net Income, Adjusted Basic EPS and Adjusted Diluted EPS
We use adjusted net income, adjusted basic EPS and adjusted diluted EPS as measures of operating performance in conjunction with related IFRS measures.
Adjusted basic EPS is used in conjunction with other non-IFRS measures and excludes certain items (as listed below) in order to increase comparability of the metric from period to period, which we believe makes it useful for management, our audit committee and investors to assess our financial performance over time.
Diluted EPS is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period on a fully diluted basis. For the purpose of operational performance measurement, we calculate adjusted net income, adjusted basic EPS and adjusted diluted EPS in a manner that fully excludes the impact of any costs related to share-based compensation and includes the tax effect on the tax deductible portion of the non-IFRS adjustments.
The table below provides a reconciliation between net income to adjusted net income, adjusted basic EPS and adjusted diluted EPS for the periods presented:
| Three-month period ended June 30, | ||||||||||||||||||||||||||
| (CHF in millions, except per share data) | 2023 | 2023 | 2022 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Net income | 2.9 | 0.4 | 43.8 | 5.4 | ||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||
Share-based compensation(1) | 8.1 | 1.0 | (5.0) | (0.6) | ||||||||||||||||||||||
Tax effect of adjustments(2) | (0.6) | (0.1) | 1.1 | 0.1 | ||||||||||||||||||||||
| Adjusted net income | 10.5 | 1.3 | 39.9 | 4.9 | ||||||||||||||||||||||
| Weighted number of outstanding shares | 284,127,877 | 345,437,500 | 282,182,571 | 345,437,500 | ||||||||||||||||||||||
| Weighted number of shares with dilutive effects | 3,464,956 | 11,792,673 | 2,241,734 | 6,782,573 | ||||||||||||||||||||||
Weighted number of outstanding shares (diluted and undiluted)(3) | 287,592,833 | 357,230,173 | 284,424,305 | 352,220,073 | ||||||||||||||||||||||
| Adjusted basic EPS (CHF) | 0.04 | 0.00 | 0.14 | 0.01 | ||||||||||||||||||||||
| Adjusted diluted EPS (CHF) | 0.04 | 0.00 | 0.14 | 0.01 | ||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
(2) The tax effect has been calculated by applying the local tax rate on the tax deductible portion of the respective adjustments.
(3) Weighted number of outstanding shares (diluted and undiluted) are presented herein in order to calculate Adjusted EPS as Adjusted net income for such periods.
| Six-month period ended June 30, | ||||||||||||||||||||||||||
| (CHF in millions, except per share data) | 2023 | 2023 | 2022 | 2022 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Net income | 42.5 | 5.2 | 56.6 | 6.9 | ||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||
Share-based compensation(1) | 12.5 | 1.5 | (2.3) | (0.3) | ||||||||||||||||||||||
Tax effect of adjustments(2) | (1.1) | (0.1) | 0.7 | 0.1 | ||||||||||||||||||||||
| Adjusted net income | 53.9 | 6.6 | 55.0 | 6.8 | ||||||||||||||||||||||
| Weighted number of outstanding shares | 283,859,171 | 345,437,500 | 281,519.63 | 345,437.50 | ||||||||||||||||||||||
| Weighted number of shares with dilutive effects | 3,335,725 | 11,203,866 | 2,868.57 | 7,135.50 | ||||||||||||||||||||||
Weighted number of outstanding shares (diluted and undiluted)(3) | 287,194,897 | 356,641,366 | 284,388.20 | 352,573.00 | ||||||||||||||||||||||
| Adjusted basic EPS (CHF) | 0.19 | 0.02 | 0.20 | 0.02 | ||||||||||||||||||||||
| Adjusted diluted EPS (CHF) | 0.19 | 0.02 | 0.19 | 0.02 | ||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
(2) The tax effect has been calculated by applying the local tax rate on the tax deductible portion of the respective adjustments.
(3) Weighted number of outstanding shares (diluted and undiluted) are presented herein in order to calculate Adjusted EPS as Adjusted net income for such periods.
Net Working Capital
Net working capital is a financial measure that is not defined under IFRS. We use, and believe that certain investors and analysts, use this information to assess liquidity and management use of net working capital resources. We define net working capital as trade receivables, plus inventories, minus trade payables. This measure should not be considered in isolation or as a substitute for any standardized measure under IFRS. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
| As of June 30, | As of December 31, | |||||||||||||||||||||||||
| (CHF in millions) | 2023 | 2022 | % Change | |||||||||||||||||||||||
| Accounts receivables | 252.7 | 174.6 | 44.7 | % | ||||||||||||||||||||||
| Inventories | 435.9 | 395.6 | 10.2 | % | ||||||||||||||||||||||
| Trade payables | (90.0) | (111.0) | (18.9) | % | ||||||||||||||||||||||
| Net working capital | 598.6 | 459.2 | 30.4 | % | ||||||||||||||||||||||