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6-K 1 a23q1-form6xk.htm 6-K_Q1_2023_OPERATING RESULTS Document

 
 
 
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 May 2023
 

 
Commission File Number: 001-40795
 
On Holding AG
(Exact name of registrant as specified in its charter)
Förrlibuckstrasse 190
8005 Zurich, Switzerland
Tel:+41 44 225 1555
Fax: +41 44 225 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
 
 
 
 

INCORPORATION BY REFERENCE
This Report on Form 6-K (other than Exhibit 99.1 hereto) shall be deemed to be incorporated by reference into the registration
statements on Form F-3 (Registration No. 333-268852) and Form S-8 (Registration Nos. 333-259533 and 333-268853) of On Holding AG and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.


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: May 16, 2023


 

EXHIBIT INDEX
 

  

EX-99.1 2 a23q1-ex991xpressrelease.htm EX-99.1_Q3_2023 PRESS RELEASE_OPERATING RESULTS Document

Exhibit 99.1

On Reports First Quarter 2023 Results
•On starts the year with another record net sales quarter ahead of expectations. Q1 2023 net sales of CHF 420.2 million and a growth rate of 78.3% year-over-year are a further validation of the strong brand momentum across all regions, channels and product groups. The significantly improved operational environment and product availability versus the prior year period contributed to the strong growth and allowed On to capture the full momentum of the brand.
•On delivers a first quarter gross profit margin of 58.3%, up from 51.8% in the prior year period, reflecting the normalized supply chain environment and the resulting discontinuation of exceptional air freight usage, which had weighed on profitability during the first quarter of 2022.
•The higher gross profit margin alongside scale gains on SG&A expenses supported On's ongoing profitability expansion towards its stated mid-term targets. This resulted in significant increases in net income and adjusted EBITDA for the quarter, reaching CHF 44.4 million and CHF 61.0 million respectively.
•On's strong order book for the second half of the year, driven by existing and exciting upcoming product launches are increasing the confidence of On in its growth aspirations for 2023. On is therefore raising its outlook for the full fiscal year 2023 to reach at least CHF 1.74 billion.
•On continues to capture significant market and mind share in the performance arena. This included exceptional performances by On athletes, including Hellen Obiri's win at the Boston Marathon and Iga Świątek winning her first Tennis tournament as an On athlete at the Stuttgart Open. Such successes at the highest level of performance continue to increase awareness and credibility of the On brand, leading to visible market share increases with runners across the globe.

ZURICH, Switzerland, May 16, 2023 - On Holding AG (NYSE: ONON) (“On,” “On Holding AG,” the “Company,” “we,” “our,” “ours,” or “us”), has announced its financial results for the first quarter ended March 31, 2023.

Martin Hoffmann, Co-CEO and CFO of On, said: “Our record net sales in Q1 are a further validation of the strong brand momentum across all regions, channels and product groups. This was supported by a largely normalized supply chain environment versus the first quarter of 2022, which also allowed for the discontinuation of exceptional air freight and corresponding significant gross profit margin improvement. We always emphasize the importance of our multi-channel strategy, and we are very happy to see the contributions of our new retail stores. Supported by an exceptionally strong start for our new London store, our own retail net sales more than quadrupled year-over-year. Along with our expansion into Tennis, including the first on-court performances by Iga Świątek and Ben Shelton, On is reaching more fans than ever before.”

Caspar Coppetti, Co-Founder and Executive Co-Chairman of On, said: “We entered into 2023 with high ambitions and we are very pleased to see the continuation of our growth journey and increased profitability in the first quarter of the year. With Hellen Obiri's win at the Boston Marathon, we were once again able to prove that our highest level performance products are some of the fastest products available in the market for long distances. At the same time, we are thrilled to see how such achievements at the highest level are increasing the awareness and reach of our products with everyday runners. We recently kicked off the road to Paris 2024, but still have a lot more to come in 2023 to be excited about."
First Quarter 2023 Financial and Operating Metrics
Key highlights for the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022 include:

•    net sales increased 78.3% to CHF 420.2 million;
•    net sales through the direct-to-consumer (“DTC”) sales channel increased 64.3% to CHF 137.0 million;
•    net sales through the wholesale sales channel increased 86.0% to CHF 283.2 million;
•    net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific increased 51.6% to CHF 118.9 million, 91.9% to CHF 270.2 million and 89.4% to CHF 31.1 million, respectively;
•    net sales from shoes, apparel and accessories increased 80.0% to CHF 400.5 million, 48.9% to CHF 16.9 million and 52.3% to CHF 2.8 million, respectively;
•gross profit increased 100.6% to CHF 244.9 million from CHF 122.1 million;
•    gross profit margin increased to 58.3% from 51.8%;
•    net income increased 209.2% to CHF 44.4 million from CHF 14.3 million;
•    net income margin increased to 10.6% from 6.1%;



•    basic earnings per share (“EPS”) Class A (CHF) increased to 0.14 from 0.05;
•diluted EPS Class A (CHF) increased to 0.14 from 0.04;
•    adjusted EBITDA increased 288.2% to CHF 61.0 million from CHF 15.7 million;
•adjusted EBITDA margin increased to 14.5% from 6.7%;
•adjusted net income increased to CHF 48.8 million from CHF 17.0 million;
•adjusted basic EPS Class A (CHF) increased to 0.15 from 0.05; and
•adjusted diluted EPS Class A (CHF) increased to 0.15 from 0.05.

Key highlights as of March 31, 2023 compared to December 31, 2022 included:
•cash and cash equivalents decreased by 2.6% to CHF 361.3 million from CHF 371.0 million; and
•net working capital was CHF 573.0 million as of March 31, 2023, which reflects an increase of 24.8% 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
On entered 2023 with high ambitions of continuing its growth journey, capturing market share and further increasing profitability. Supported by a normalized operational environment and ongoing brand momentum, On has started the year with a record net sales quarter ahead of expectations.

The over achievement in the first quarter combined with On's strong order book for the second half of the year, driven by existing and exciting upcoming product launches, allow On to maintain the confidence in its growth aspirations for the remainder of 2023. As such, On is raising its net sales outlook for the full fiscal year ending December 31, 2023 to at least CHF 1.74 billion.

On is further maintaining its outlook for gross profit margin in 2023 to reach 58.5%, implying an absolute gross profit of over CHF 1 billion. On's focus on profitable growth and economies of scale, further allow to retain an adjusted EBITDA margin outlook for the full year 2023 of 15.0% even at the higher net sales outlook.

As previously communicated, the supply chain normalization over recent months has led to some acceleration in product inflow and On is in the process of optimizing its product on hand for the updated lead time indications. On continues to expect the inventory levels at the end of the year 2023 to be broadly in line with December 2022 levels, while maintaining a significantly higher net sales base.

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 first quarter results is scheduled for May 16, 2023 at 8 a.m. US Eastern time (2 p.m. Central European Time). Those interested in participating in the call are invited to dial the following numbers:

United States:        +1 561 771 14 27
United Kingdom:    +44 161 250 82 06



Switzerland:        +41 91 261 14 47

No access code necessary.

Additionally, a live webcast of the conference call will be available on the Company's investor relations website at investors.on-running.com/. 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.

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
Consolidated Interim Statements of Income (unaudited)

Three-month period ended March 31,
(CHF in millions) 2023 2022
Net sales 420.2  235.7 
Cost of sales (175.3) (113.6)
Gross profit 244.9  122.1 
Selling, general and administrative expenses (202.6) (118.7)
Operating result 42.3  3.4 
Financial income 2.1  0.3 
Financial expenses (1.7) (1.5)
Foreign exchange result 8.8  17.2 
Income before taxes 51.5  19.4 
Income taxes (7.1) (5.0)
Net income 44.4  14.3 
Earnings per share
Basic EPS Class A (CHF) 0.14  0.05 
Basic EPS Class B (CHF) 0.01  0.00 
Diluted EPS Class A (CHF) 0.14  0.04 
Diluted EPS Class B (CHF) 0.01  0.00 




Consolidated Interim Balance Sheets (unaudited)

(CHF in millions) 3/31/2023 12/31/2022
Cash and cash equivalents 361.3  371.0 
Trade receivables 238.5  174.6 
Inventories 465.2  395.6 
Other current financial assets 34.8  33.2 
Other current operating assets 92.5  77.0 
Current assets 1,192.2  1,051.5 
Property, plant and equipment 81.1  77.2 
Right-of-use assets 161.8  151.6 
Intangible assets 69.1  70.3 
Deferred tax assets 40.1  31.7 
Non-current assets 352.0  330.9 
Assets 1,544.3  1,382.4 
Trade payables 130.7  111.0 
Other current financial liabilities 35.4  31.2 
Other current operating liabilities 146.6  81.7 
Current provisions 7.4  5.0 
Income tax liabilities 27.9  13.9 
Current liabilities 348.0  242.7 
Employee benefit obligations 3.0  6.3 
Non-current provisions 8.0  7.2 
Other non-current financial liabilities 149.0  138.8 
Deferred tax liabilities 17.6  17.9 
Non-current liabilities 177.6  170.2 
Share capital 33.5  33.5 
Treasury shares (26.1) (26.1)
Capital reserves 1,109.6  1,105.1 
Other reserves 0.4  0.0 
Accumulated losses (98.5) (142.9)
Equity 1,018.7  969.5 
Equity and liabilities 1,544.3  1,382.4 




Consolidated Interim Statements of Cash Flow (unaudited)

Three-month period ended March 31,
(CHF in millions) 2023 2022
Net income 44.4  14.3 
Share-based compensation 2.3  1.2 
Employee benefit expenses (3.3) 0.4 
Depreciation and amortization 13.8  9.3 
Interest income and expenses (0.9) 2.3 
Net exchange differences (8.9) (16.7)
Income taxes 7.1  5.0 
Change in provisions 3.2  0.3 
Change in working capital (107.2) (57.5)
Trade receivables (61.6) (28.9)
Inventories (64.9) (25.3)
Trade payables 19.3  (3.3)
Change in other current assets / liabilities 48.9  (19.1)
Interest received 2.0  — 
Income taxes paid (2.1) (2.8)
Cash outflow from operating activities (0.6) (63.2)
Purchase of tangible assets (8.6) (14.1)
Purchase of intangible assets (1.2) (2.2)
Cash outflow from investing activities (9.7) (16.3)
Payments of lease liabilities (4.9) (4.4)
Sale of treasury shares related to share-based compensation 2.2  16.8 
Interest paid (1.0) (1.3)
Cash inflow / (outflow) from financing activities (3.8) 11.2 
Change in net cash and cash equivalents (14.1) (68.3)
Net cash and cash equivalents at January 1 371.0  653.1 
Net impact of foreign exchange rate differences 4.4  15.7 
Net cash and cash equivalents at March 31 361.3  600.4 









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 March 31,
(CHF in millions) 2023 2022 % Change
Net income 44.4  14.3  209.2  %
Exclude the impact of:
Income taxes 7.1  5.0  41.1  %
Financial income (2.1) (0.3) 574.7  %
Financial expenses 1.7  1.5  14.0  %
Foreign exchange result (8.8) (17.2) (48.8) %
Depreciation and amortization 13.8  9.3  48.1  %
Share-based compensation(1)
4.9  3.0  62.6  %
Adjusted EBITDA 61.0  15.7  288.2  %
Adjusted EBITDA margin 14.5  % 6.7  % 117.5  %
(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 March 31,
(CHF in millions, except per share data) 2023 2023 2022 2022
Class A Class B Class A Class B
Net income 39.5  4.8  12.8  1.6 
Exclude the impact of:
Share-based compensation(1)
4.4  0.5  2.7  0.3 
Tax effect of adjustments(2)
(0.5) (0.1) (0.3) — 
Adjusted net income 43.5  5.3  15.1  1.9 
Weighted number of outstanding shares 283,522,941  345,437,500  280,849,324  345,437,500 
Weighted number of shares with dilutive effects 3,290,072  10,412,977  3,502,362  7,492,339 
Weighted number of outstanding shares (diluted and undiluted)(3)
286,813,013  355,850,477  284,351,686  352,929,839 
Adjusted basic EPS (CHF) 0.15  0.02  0.05 0.01
Adjusted diluted EPS (CHF) 0.15  0.02  0.05 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.








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 March 31, As of December 31,
(CHF in millions) 2023 2022 % Change
Accounts receivables 238.5  174.6  36.6  %
Inventories 465.2  395.6  17.6  %
Trade payables (130.7) (111.0) 17.8  %
Net working capital 573.0  459.2  24.8  %

EX-99.2 3 a23q1-exhibit992xmda.htm EX-99.2_Q3_2023 MANAGEMENT'S DISCUSSION AND ANALYSIS Document

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 consolidated financial information, included as an appendix to this management's 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 consolidated financial information as of March 31, 2023 and for the three-month periods ended March 31, 2023 and 2022 were prepared in accordance with International Financial Reporting Standards ("IFRS"), 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 and Performance All Day.

Key Financial and Operating Metrics
Key highlights for the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022 include:

•    net sales increased 78.3% to CHF 420.2 million;
•    net sales through the direct-to-consumer (“DTC”) sales channel increased 64.3% to CHF 137.0 million;
•    net sales through the wholesale sales channel increased 86.0% to CHF 283.2 million;
•    net sales in Europe, Middle East and Africa (“EMEA”), Americas and Asia-Pacific increased 51.6% to CHF 118.9 million, 91.9% to CHF 270.2 million and 89.4% to CHF 31.1 million, respectively;
•    net sales from shoes, apparel and accessories increased 80.0% to CHF 400.5 million, 48.9% to CHF 16.9 million and 52.3% to CHF 2.8 million, respectively;
•gross profit increased 100.6% to CHF 244.9 million from CHF 122.1 million;
•    gross profit margin increased to 58.3% from 51.8%;
•    net income increased 209.2% to CHF 44.4 million from CHF 14.3 million;
•    net income margin increased to 10.6% from 6.1%;
•    basic earnings per share (“EPS”) Class A (CHF) increased to 0.14 from 0.05;
•diluted EPS Class A (CHF) increased to 0.14 from 0.04;
1


•    adjusted EBITDA increased 288.2% to CHF 61.0 million from CHF 15.7 million;
•adjusted EBITDA margin increased to 14.5% from 6.7%;
•adjusted net income increased to CHF 48.8 million from CHF 17.0 million;
•adjusted basic EPS Class A (CHF) increased to 0.15 from 0.05; and
•adjusted diluted EPS Class A (CHF) increased to 0.15 from 0.05.

Key highlights as of March 31, 2023 compared to December 31, 2022 included:
•cash and cash equivalents decreased by 2.6% to CHF 361.3 million from CHF 371.0 million; and
•net working capital was CHF 573.0 million as of March 31, 2023, which reflects an increase of 24.8% 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”.

Operating Results
The following table summarizes certain key operating measures for the three-month period March 31, 2023 and 2022.

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Net sales 420.2  235.7  78.3  %
Cost of sales (175.3) (113.6) 54.3  %
Gross profit 244.9  122.1  100.6  %
Gross profit margin 58.3  % 51.8  %
Selling, general and administrative expenses (202.6) (118.7) 70.7  %
Operating result 42.3  3.4  1,153.9  %
Net financial result 9.2  16.0  (42.6) %
Income before taxes 51.5  19.4  165.6  %
Income taxes (7.1) (5.0) 41.1  %
Net income 44.4  14.3  209.2  %
Basic EPS Class A (CHF) 0.14  0.05  206.6  %
Diluted EPS Class A (CHF) 0.14  0.04  206.9  %
Other data(1)
Adjusted EBITDA 61.0  15.7  288.2  %
Adjusted EBITDA margin 14.5  % 6.7  %
Adjusted net income 48.8  17.0  187.1  %
Adjusted basic EPS Class A (CHF) 0.15  0.05  184.7  %
Adjusted diluted EPS Class A (CHF) 0.15  0.05  184.9  %

(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.
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Net Sales
Net sales by sales channel
The following table presents net sales by sales channel:
Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Wholesale 283.2  152.2  86.0  %
Direct-to-consumer 137.0  83.4  64.3  %
Net sales 420.2  235.7  78.3  %
Wholesale % of Net sales 67.4  % 64.6  %
Direct-to-consumer % of Net sales 32.6  % 35.4  %
Net sales % 100.0  % 100.0  %

Net sales for the three-month period ended March 31, 2023 increased by CHF 184.6 million, or 78.3%, compared to the three-month period ended March 31, 2022.

Net sales generated by the wholesale sales channel for the three-month period ended March 31, 2023 increased by CHF 130.9 million, or 86.0%, to CHF 283.2 million, compared to CHF 152.2 million for the three-month period ended March 31, 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 partners. The exceptionally strong growth in the wholesale sales channel was further attributable to the increased inventory position as at March 31, 2023 in comparison to the period ended March 31, 2022, which had been impacted by the transitory supply shortage in connection with the disruptions to global supply chains in late 2021 and early 2022. Net sales generated by the wholesale sales channel as a percentage of net sales increased to 67.4% for the three-month period ended March 31, 2023.

Net sales generated by the direct-to-consumer sales channel for the three-month period ended March 31, 2023 increased by CHF 53.6 million, or 64.3%, to CHF 137.0 million, compared to CHF 83.4 million for the three-month period ended March 31, 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, particularly the successful opening of our largest flagship store on Regent Street in London. Net sales generated from direct-to-consumer sales as a percentage of net sales decreased to 32.6% for the three-month period ended March 31, 2023 compared to 35.4% for the three-month period ended March 31, 2022. This decrease can be attributed to the supply shortages experienced in the first quarter of 2022, which had an unfavorable impact on our ability to fulfill the full extent of demand from our wholesale partners.

Net sales by geography
The following table presents net sales by geographic region (based on the location of the counterparty):
Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Europe, Middle East and Africa 118.9  78.4  51.6  %
Americas 270.2  140.8  91.9  %
Asia-Pacific 31.1  16.4  89.4  %
Net Sales 420.2  235.7  78.3%
Europe, Middle East and Africa % of Net sales 28.3  % 33.3  %
Americas % of Net sales 64.3  % 59.7  %
Asia-Pacific % of Net sales 7.4  % 7.0  %
Net sales % 100.0  % 100.0  %
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As previously announced, the “Rest of World” geographic location, which represented Middle East, Africa and Latin America will no longer be reported. Instead, our Middle East and Africa business has been combined with Europe to form Europe, Middle East & 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 ended March 31, 2022 has been adjusted from previously reported amounts to reflect the new net sales by geography structure.
Net sales increased across all geographic regions for the three-month period ended March 31, 2023, compared to the three-month period ended March 31, 2022. The strong growth in all markets was partially supported by the improved inventory availability for the three-month period ended March 31, 2023, compared to the three-month period ended March 31, 2022. Net sales in Americas grew by 91.9% mainly driven by strong demand in the U.S. for our shoes in both sales channels and the successful expansion of our key accounts and specialty stores in the region. This resulted in Americas representing 64.3% of total net sales. The 51.6% increase in Europe, Middle East and Africa was driven by positive growth across all key markets, in particular Germany, Austria and the United Kingdom. Net sales growth of 90.9% in Asia-Pacific was primarily driven by strong sales growth in Australia, China and Japan with all markets growing well across both channels.

Net sales by product
The following table presents net sales by product group:

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Shoes 400.5  222.5  80.0  %
Apparel 16.9  11.4  48.9  %
Accessories 2.8  1.8  52.3  %
Net Sales 420.2  235.7  78.3  %
Shoes % of Net sales 95.3  % 94.4  %
Apparel % of Net sales 4.0  % 4.8  %
Accessories % of Net sales 0.7  % 0.8  %
Net sales % 100.0  % 100.0  %

Net sales increased across all product groups with shoes experiencing the largest growth in the three month period ended March 31, 2023 at 80.0% compared to the three month period ended March 31, 2022, and representing 95.3% of net sales. The increase in net sales for shoes for the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022 was driven by new launches such as the Cloudsurfer, the Roger Pro Clay, and the Kids collection, as well as existing running blockbusters like the Cloudmonster and the Cloudrunner and updates to existing models and products carrying over from previous seasons.

Net sales in apparel increased by 48.9% for the three-month period ended March 31, 2023, compared to the three-month period ended March 31, 2022, and represents 4.0% of total net sales. This growth was particularly strong across our direct-to-consumer sales channels in all regions. Additionally, the launch of our new collections within the apparel range has continued to garner positive feedback from our prominent wholesale account partners, particularly in shop-in-shop environments, where we observed a higher share of apparel sales.

Net sales in accessories increased by 52.3% compared to the first three months ended March 31, 2022.

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Gross Profit

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Gross profit 244.9  122.1  100.6  %
Gross profit margin 58.3  % 51.8  %

Cost of sales increased during the three-month period ended March 31, 2023 by CHF 61.7 million, or 54.3%, to CHF 175.3 million, compared to CHF 113.6 million during the three-month period ended March 31, 2022. Gross profit was CHF 244.9 million for the three-month period ended March 31, 2023, representing a gross profit margin of 58.3%, compared with CHF 122.1 million for the three-month period ended March 31, 2022, representing a gross profit margin of 51.8%. The increase in gross profit margin is largely driven by the stabilization of the supply chain environment with the discontinuation of exceptional air-freight usage to ensure key product availabilities, which impacted the first half of 2022.


Selling, General and Administrative Expenses

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Net sales 420.2  235.7  78.3  %
Distribution expenses (59.2) (30.9) 91.5  %
Selling expenses (27.7) (15.9) 73.6  %
Marketing expenses (44.6) (28.3) 57.5  %
Share-based compensation (4.9) (3.0) 62.6  %
General and administrative expenses (66.3) (40.5) 63.6  %
SG&A expenses (202.6) (118.7) 70.7  %
Less share-based compensation (4.9) (3.0) 62.6  %
SG&A (excluding share-based compensation) (197.7) (115.7) 70.9  %
Distribution expenses % of Net sales 14.1  % 13.1  %
Selling expenses % of Net sales 6.6  % 6.8  %
Marketing expenses % of Net sales 10.6  % 12.0  %
Share-based compensation % of Net sales 1.2  % 1.3  %
General and administrative expenses % of Net sales 15.8  % 17.2  %
SG&A expenses % of Net sales 48.2  % 50.4  %
SG&A (excluding share-based compensation) % of Net sales 47.0  % 49.1  %

SG&A expenses for the three-month period ended March 31, 2023 increased by CHF 83.9 million, or 70.7%, to CHF 202.6 million, compared to CHF 118.7 million for the three-month period ended March 31, 2022. Excluding share-based compensation, SG&A expenses as a percentage of net sales decreased to 47.0% in the three-month period ended March 31, 2023 compared to 49.1% for the three-month period ended March 31, 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 14.1% during the three-month period ended March 31, 2023 compared to 13.1% during the three-month period ended March 31, 2022. This was primarily due to the implementation of new warehouse automation in the United States, incurring investment costs and distribution capacity ramp-up. Additionally, we incurred some incremental expenses for temporary additional warehouse capacity required as a result of the accelerated supply chain normalization.
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•Selling expenses as a percentage of net sales slightly decreased to 6.6% during the three-month period ended March 31, 2023 compared to 6.8% during the three-month period ended March 31, 2022. This was driven by lower sales personnel costs as a percentage of net sales due to economies of scale in our wholesale business.
•Marketing expenses as a percentage of net sales decreased to 10.6% during the three-month period ended March 31, 2023 compared to 12.0% during the three-month period ended March 31, 2022. The decrease as a percentage of net sales was a result of the elevated net sales achievement in the first quarter. Nonetheless, the year-over-over absolute increase in marketing spend reflects our significant investment in brand building initiatives which we expect will continue over the next few quarters in support of our ongoing growth journey.
•Share-based compensation expenses increased by CHF 1.9 million to CHF 4.9 million during the three-month period ended March 31, 2023 from CHF 3.0 million during the three-month period ended March 31, 2022. The increase was driven by awards granted in the first quarter of 2023 as well as increased provisions for equity related social tax expenses as a result of higher share price levels versus previous quarters.
•General and administrative expenses as a percentage of net sales decreased to 15.8% during the three-month period ended March 31, 2023 compared to 17.2% during the three-month period ended March 31, 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 March 31,
(CHF in millions) 2023 2022 % Change
Depreciation and amortization 13.8  9.3  48.1  %
Depreciation and amortization % of Net sales 3.3  % 3.9  %

Depreciation and amortization expenses during the three-month period ended March 31, 2023 increased by CHF 4.5 million, or 48.1%, to CHF 13.8 million, compared to CHF 9.3 million during the three-month period ended March 31, 2022. Thereof, depreciation and amortization expenses attributable to owned assets increased by CHF 3.3 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 1.2 million as a result of the expansion of retail stores (mainly in China, U.S. and UK).


Net Financial Result

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Financial income 2.1  0.3  574.7  %
Financial expenses (1.7) (1.5) 14.0  %
Foreign exchange results 8.8  17.2  (48.8) %
Net financial result 9.2  16.0  (42.6) %

Financial income for the three-month period ended March 31, 2023 increased by CHF 1.8 million, or 574.7%, to CHF 2.1 million, compared to CHF 0.3 million for the three-month period ended March 31, 2022 . The increase was primarily due to a gain on the valuation of money market certificates.
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Financial expenses for the three-month period ended March 31, 2023 increased by CHF 0.2 million, or 14.0%, to CHF 1.7 million, compared to CHF 1.5 million for the three-month period ended March 31, 2022 due to increased bank charges.

Foreign exchange results for the three-month period ended March 31, 2023 decreased by CHF 8.4 million to CHF 8.8 million, compared to CHF 17.2 million for the three-month period ended March 31, 2022. The primary cause of the decrease was attributable to the exposure of our cash and cash equivalents to the weakening CHF/USD exchange rate.

Income Taxes

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Income taxes (7.1) (5.0) 41.1  %

Income taxes increased during the three-month period ended March 31, 2023 by CHF 2.1 million to CHF 7.1 million, compared to income taxes of CHF 5.0 million during the three-month period ended March 31, 2022. The effective income tax rate was 13.8% for the three-month period ended March 31, 2023 compared to 26.0% for the three-month period ended March 31, 2022. The decrease in the effective income tax rate is mainly due to Swiss tax incentives related to R&D and notional interest expenses on equity.

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, cash provided by operating activities and available borrowings under our current and any future credit facility and bank overdraft facilities. Historically, our operations were also financed by equity raises and the completion of an IPO in September 2021.

Cash Flows

Three-month period ended March 31,
(CHF in millions) 2023 2022 % Change
Cash (outflow) from operating activities (0.6) (63.2) (99.0) %
Cash (outflow) from investing activities (9.7) (16.3) (40.4) %
Cash inflow / (outflow) from financing activities (3.8) 11.2  (133.6) %
Net cash and cash equivalents at the beginning of the period 371.0  653.1  (43.2) %
Change in net cash and cash equivalents (14.1) (68.3) (79.3) %
Net impact of foreign exchange rate differences 4.4  15.7  (71.9) %
Net cash and cash equivalents at the end of the period* 361.3  600.4  (39.8) %
*Net cash and cash equivalents as at March 31, 2023 includes restricted cash in the amount of CHF 131.5 million (March 31, 2022: CHF 0.0 million) provided for a bank guarantee associated with a lease commitment.

Operating activities
Cash outflow from operating activities was CHF 0.6 million for the three-month period ended March 31, 2023, compared to CHF 63.2 million during the same period in 2022. In 2023, cash outflow from operating activities was due to an increase in net working capital of CHF 107.2 million, and income taxes paid of CHF 2.1 million, offset by an increase in other current assets/liabilities of CHF 48.9 million, CHF 57.8 million generated by net income adjusted for non-cash items and interest received of CHF 2.0 million.
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Net working capital increased as a result of the increase in inventories and trade receivables of CHF 64.9 million and CHF 61.6 million, respectively, offset by an increase in trade payables of CHF 19.3 million. The increase in inventories was driven by the product orders to support the ongoing growth of the company combined with the results of the normalization of the supply chain environment, leading to an element of accelerated production and inflow of product. However, we anticipate inventory levels at the end of the year to be broadly in line with December 2022 levels. The increase to trade receivables was primarily driven by net sales growth within the wholesale sales channel, and the increase of accounts payables was primarily driven by the increased purchase of products in 2023 compared to 2022.

Investing activities
Cash outflow from investing activities was CHF 9.7 million and CHF 16.3 million for the three-month period ended March 31, 2023 and 2022, respectively. In 2023, cash outflow from investing activities was primarily driven by leasehold improvements and furniture and fixtures purchased in connection with new retail stores, most notably in China, U.S. and UK, and offices, most notably the headquarters in Switzerland. Investments made into production tools in Vietnam and IT hardware, further contributed to the increase. In 2022, cash outflow from investing activities was primarily driven by additional purchases of leasehold improvements, furniture and fixtures and IT hardware in connection with new corporate offices, registration fees for our intellectual property and purchases of production tools.

Financing activities
Cash inflow/(outflow) from financing activities was CHF (3.8) million and CHF 11.2 million for the three-month period ended March 31, 2023 and 2022, respectively. In 2023, cash outflow from financing activities included CHF 4.9 million and CHF 1.0 million, related to lease liabilities payments and interest paid, respectively, offset by CHF 2.2 million in proceeds received from the sale of treasury shares in connection with share-based compensation awards exercised. In 2022, cash inflow from financing activities included CHF 16.8 million in proceeds received from the sale of treasury shares in connection with share-based compensation awards exercised, offset by cash payments for lease liabilities recorded under IFRS 16 of CHF 4.4 million and CHF 1.3 million, related to lease liabilities 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 March 31, As of December 31,
(CHF in millions) 2023 2022 % Change
Accounts receivables 238.5  174.6  36.6  %
Inventories 465.2  395.6  17.6  %
Trade payables (130.7) (111.0) 17.8  %
Net working capital 573.0  459.2  24.8  %

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Capital Management
As of March 31, As of December 31,
(CHF in millions) 2023 2022 % Change
As of March 31, 2023: CHF 0.10 nominal value, 299,998,125 Class A Ordinary Shares issued of which 282,811,865 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 March 31, 2023: 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 (26.1) (26.1) 0.1  %
Share premium 756.9  756.9  —  %
Statutory reserves 36.0  33.8  6.6  %
Equity transaction costs (8.7) (8.7) —  %
Tax impact on equity transaction costs 1.3  1.3  —  %
Share-based compensation 324.2  321.8  0.7  %
Capital reserves 1,109.6  1,105.1  0.4  %
Other reserves 0.4  0.0  1394.1  %
Accumulated losses (98.5) (142.9) (31.0) %
Equity 1,018.7  969.5  5.1  %



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 840,102  — 
Purchase of treasury shares (4,624) — 
Shares issued and outstanding as of March 31, 2023(1)
282,811,865  345,437,500 
Awards granted under various incentive plans not yet exercised or distributed at March 31, 2023(2)
934,883  — 
Awards granted under various incentive plans with dilutive effects at March 31, 2023 2,660,893  10,412,977 
(1)    As of March 31, 2023 there were 17,186,260 treasury shares held by On (March 31, 2022: 20,007,587).
(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 March 31, 2023.

Share-based compensation

As of March 31, 2023, On has recognized an increase in shareholders' equity in the balance sheet of CHF 2.3 million for share-based compensation incurred during the three-month period ending March 31, 2023.
For the three-month period ended March 31, 2023, we have recognized a share-based compensation charge of CHF 4.9 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:

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• Long Term Participation Plan 2018
• 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.

Indebtedness
As of March 31, 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 expire in 2024 and 2025. 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. We may enter into additional facilities in the future.

As of March 31, 2023 and December 31, 2022, no amounts had been drawn under our bank overdraft facilities.


Contractual Obligations and Commitments
The following summarizes the significant contractual obligations and commitments as of March 31, 2023:

As of March 31, 2023
(CHF in millions) Total Less than 1
year
1 to 5
Years
More than 5
years
Purchase obligations(1)
130.7 130.7
Current bank overdrafts
Lease liabilities(2)
193.8 26.6 78.7 88.6
Other financial liabilities 12.2 12.2
Lease commitments(3)
263.4 9.5 91.2 162.7
Total contractual obligations 600.1 179.0 169.9 251.2

(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 March 31, 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 March 31, 2023, and are therefore not required to be recognized on our balance sheet. The majority of the future lease commitments relate to a highly automated warehouse expansion in Atlanta, U.S. and a new retail store.

Off-Balance Sheet Arrangements
As of March 31, 2023 and December 31, 2022, we provided guarantees in the amount of CHF 128.3 million and 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 March 31, 2023.

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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 March 31,
(CHF in millions) 2023 2022 % Change
Net income 44.4  14.3  209.2  %
Exclude the impact of:
Income taxes 7.1  5.0  41.1  %
Financial income (2.1) (0.3) 574.7  %
Financial expenses 1.7  1.5  14.0  %
Foreign exchange result (8.8) (17.2) (48.8) %
Depreciation and amortization 13.8  9.3  48.1  %
Share-based compensation(1)
4.9  3.0  62.6  %
Adjusted EBITDA 61.0  15.7  288.2  %
Adjusted EBITDA margin 14.5  % 6.7  % 117.5  %
(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:

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Three-month period ended March 31,
(CHF in millions, except per share data) 2023 2023 2022 2022
Class A Class B Class A Class B
Net income 39.5  4.8  12.8  1.6 
Exclude the impact of:
Share-based compensation(1)
4.4  0.5  2.7  0.3 
Tax effect of adjustments(2)
(0.5) (0.1) (0.3) 0.0 
Adjusted net income 43.5  5.3  15.1  1.9 
Weighted number of outstanding shares 283,522,941  345,437,500  280,849,324  345,437,500 
Weighted number of shares with dilutive effects 3,290,072  10,412,977  3,502,362  7,492,339 
Weighted number of outstanding shares (diluted and undiluted)(3)
286,813,013  355,850,477  284,351,686  352,929,839 
Adjusted basic EPS (CHF) 0.15  0.02  0.05 0.01
Adjusted diluted EPS (CHF) 0.15  0.02  0.05 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.


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 Securities and Exchange Commission (“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.
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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 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.

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Appendix: Consolidated Financial Information


Consolidated interim statements of income
(unaudited)

Three-month period ended March 31,
(CHF in millions) 2023 2022
Net sales 420.2  235.7 
Cost of sales (175.3) (113.6)
Gross profit 244.9  122.1 
Selling, general and administrative expenses (202.6) (118.7)
Operating result 42.3  3.4 
Financial income 2.1  0.3 
Financial expenses (1.7) (1.5)
Foreign exchange result 8.8  17.2 
Income before taxes 51.5  19.4 
Income taxes (7.1) (5.0)
Net income 44.4  14.3 
Earnings per share
Basic EPS Class A (CHF) 0.14  0.05 
Basic EPS Class B (CHF) 0.01  0.00
Diluted EPS Class A (CHF) 0.14  0.04 
Diluted EPS Class B (CHF) 0.01  0.00


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Consolidated interim statements of comprehensive income
(unaudited)

Three-month period ended March 31,
(CHF in millions) 2023 2022
Net income 44.4  14.3 
Exchange differences 0.4  0.2 
Items that will be reclassified to income statement when specific conditions are met 0.4  0.2 
Other comprehensive income, net of tax 0.4  0.2 
Total comprehensive income 44.7  14.5 

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Consolidated interim balance sheets
(unaudited)
(CHF in millions) 3/31/2023 12/31/2022
Cash and cash equivalents 361.3  371.0 
Trade receivables 238.5  174.6 
Inventories 465.2  395.6 
Other current financial assets 34.8  33.2 
Other current operating assets 92.5  77.0 
Current assets 1,192.2  1,051.5 
Property, plant and equipment 81.1  77.2 
Right-of-use assets 161.8  151.6 
Intangible assets 69.1  70.3 
Deferred tax assets 40.1  31.7 
Non-current assets 352.0  330.9 
Assets 1,544.3  1,382.4 
Trade payables 130.7  111.0 
Other current financial liabilities 35.4  31.2 
Other current operating liabilities 146.6  81.7 
Current provisions 7.4  5.0 
Income tax liabilities 27.9  13.9 
Current liabilities 348.0  242.7 
Employee benefit obligations 3.0  6.3 
Non-current provisions 8.0  7.2 
Other non-current financial liabilities 149.0  138.8 
Deferred tax liabilities 17.6  17.9 
Non-current liabilities 177.6  170.2 
Share capital 33.5  33.5 
Treasury shares (26.1) (26.1)
Capital reserves 1,109.6  1,105.1 
Other reserves 0.4  0.0 
Accumulated losses (98.5) (142.9)
Equity 1,018.7  969.5 
Equity and liabilities 1,544.3  1,382.4 

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Consolidated interim statements of cash flows
(unaudited)
Three-month period ended March 31,
(CHF in millions) 2023 2022
Net income 44.4  14.3 
Share-based compensation 2.3  1.2 
Employee benefit expenses (3.3) 0.4 
Depreciation and amortization 13.8  9.3 
Loss on disposal of assets 0.3  — 
Interest income and expenses (0.9) 2.3 
Net exchange differences (8.9) (16.7)
Income taxes 7.1  5.0 
Change in provisions 3.2  0.3 
Change in working capital (107.2) (57.5)
Trade receivables (61.6) (28.9)
Inventories (64.9) (25.3)
Trade payables 19.3  (3.3)
Change in other current assets / liabilities 48.9  (19.1)
Interest received 2.0  — 
Income taxes paid (2.1) (2.8)
Cash outflow from operating activities (0.6) (63.2)
Purchase of tangible assets (8.6) (14.1)
Purchase of intangible assets (1.2) (2.2)
Cash outflow from investing activities (9.7) (16.3)
Payments of lease liabilities (4.9) (4.4)
Sale of treasury shares related to share-based compensation 2.2  16.8 
Interest paid (1.0) (1.3)
Cash inflow / (outflow) from financing activities (3.8) 11.2 
Change in net cash and cash equivalents (14.1) (68.3)
Net cash and cash equivalents at January 1 371.0  653.1 
Net impact of foreign exchange rate differences 4.4  15.7 
Net cash and cash equivalents at March 31 361.3  600.4 

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Consolidated interim statements of changes in equity
(unaudited)

(CHF in millions) Share capital Treasury shares Capital reserves Other reserves Accumulated income / (losses) Total equity
Balance at December 31, 2021 33.5  (25.0) 1,044.0  (3.4) (200.6) 848.4 
Net income —  —  —  —  14.3  14.3 
Other comprehensive income —  —  —  0.2  —  0.2 
Comprehensive income Q1 2022 —  —  —  0.2  14.3  14.5 
Equity transaction costs —  —  (3.3) —  —  (3.3)
Share-based compensation —  —  1.0  —  —  1.0 
Purchase of treasury shares —  (1.1) —  —  —  (1.1)
Sale of treasury shares —  0.3  18.4  —  —  18.7 
Balance at March 31, 2022 33.5  (25.8) 1,060.2  (3.2) (186.3) 878.3 
Balance at December 31, 2022 33.5  (26.1) 1,105.1  —  (142.9) 969.5 
Net income —  —  —  —  44.4  44.4 
Other comprehensive income —  —  —  0.4  —  0.4 
Comprehensive income Q1 2023 —  —  —  0.4  44.4  44.7 
Capital increase —  —  —  —  —  — 
Share-based compensation —  —  2.3  —  —  2.3 
Sale of treasury shares —  0.1  2.6  —  —  2.7 
Purchase of treasury shares —  (0.1) —  —  —  (0.1)
Tax impact on transactions with treasury shares —  —  (0.4) —  —  (0.4)
Balance at March 31, 2023 33.5  (26.1) 1,109.6  0.4  (98.5) 1,018.7 

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