CORRESP Filing
Amer Sports, Inc.
Date: June 20, 2025 · CIK: 0001988894 · Accession: 0000950103-25-007645
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41943
Referenced dates: June 9, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Manufacturing United States Securities and Exchange Commission Re: Amer Sports, Inc. Form 20-F for The Fiscal Year Ended December 31, 2024 Filed March 7, 2025 File No. 001-41943
Dear Staff:
This letter is in response to the comment letter from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC" or the "Commission") on the above-referenced filing of Amer Sports, Inc. ("Amer Sports" or the "Company") made in your letter dated June 9, 2025. Please note that the "Company" refers to Amer Sports, Inc., together with its consolidated subsidiaries. Set forth below are the Staff's comments in italics, followed in each case by the response of the Company. All terms used but not defined herein have the meanings assigned to such terms in the Form 20-F.
Form 20-F for The Fiscal Year Ended December 31, 2024
Item 5. Operating and Financial Review and Prospects
Non-IFRS Financial Measures, page 94
1. We note the measure you identify as EBITDA includes several adjustments in addition to the items specifically identified by the acronym. Please revise future filings to present all adjustments not specifically identified by the acronym below EBITDA such that those adjustments are only included in the determination of Adjusted EBITDA. Refer to Question 103.01 of the Compliance & Disclosures Interpretations on Non-GAAP Financial Measures. This comment is also applicable to your presentation of EBITDA and Adjusted EBITDA in Form 6-Ks.
Response:
The Company respectfully acknowledges the Staff's comment and in future filings will revise its disclosure to remove EBITDA from its reconciliation of Net Income (Loss) to Adjusted EBITDA and update its definition of Adjusted EBITDA accordingly. If the Company determines to disclose EBITDA in the future, it will only present adjustments specifically identified by the acronym.
Amer Sports, Inc.
149 Fifth Avenue, 9th Floor
New York, NY 10010
Tel. +1 773 714-6400
www.amersports.com
2. We note the Purchase Price Adjustment in your determination of Adjusted Net Income (Loss) appears to result in you excluding amortization and depreciation on fair value adjustments of intangible and tangible assets from Amer Sports' acquisition in 2019. It appears to us that this adjustment results in presenting a non-IFRS financial measure that substitutes individually tailored recognition and measurement methods, given you exclude partial amortization and depreciation related to the step-up in fair value of intangible and tangible assets acquired in a business combination which essentially removes the impact of the acquisition method of accounting. Please revise future filings to remove this adjustment or more fully explain to us each component of the adjustment, how each amount was determined, and why you believe the adjustment is appropriate and complies with Question 100.04 of the Compliance & Disclosures Interpretations on Non-GAAP Financial Measures. This comment is also applicable to Purchase Price Adjustments related to this measure and several additional non-IFRS financial measures presented in your Form 6-Ks.
Response:
The Company acknowledges the Staff's comment and respectfully submits the following rationale for the Purchase Price Adjustment included in our determination of Adjusted Net Income (Loss) and certain other non-IFRS measures. This adjustment relates to amortization and depreciation arising from the step-up in fair value of intangible and tangible assets following the 2019 acquisition of Amer Sports.
The specific facts and circumstances related to the Company's acquisition history are a determining factor for understanding the components of the adjustment, how each amount was determined, and why the Company believes the adjustment is appropriate and complies with Question 100.04 of the Compliance & Disclosures Interpretations on Non-GAAP Financial Measures.
In 2019, Amer Sports was acquired by an international investment consortium (the "Acquisition"). In connection with the Acquisition, all identifiable assets and liabilities were recorded at their acquisition date fair values in accordance with IFRS 3, Business Combinations . This resulted in the recognition of previously unrecorded finite-lived intangible assets (i.e. customer relationships and other technology-based intangibles), as well as a step-up in the fair value of property, plant and equipment (primarily machinery, equipment, buildings, and leasehold improvements). The underlying business remained materially unchanged; therefore, the fair value adjustments stemmed solely from the ownership change, not from business combinations executed by the Company.
The adjustment to arrive at the non-IFRS financial measures presented includes all amortization of previously unrecorded finite-lived intangible assets and incremental depreciation on the step-up in property, plant and equipment. These assets are amortized and depreciated on a straight-line basis over their useful lives. Since these assets arose entirely from the Acquisition, the full amortization and depreciation amounts are included in the adjustment - the Company's presentation does not reflect a partial exclusion. Importantly, the adjustments are calculated in accordance with IFRS and do not represent an alternative recognition or measurement methodology.
The components of the adjustment are as follows:
The Company believes the amortization and depreciation related to the purchase accounting adjustments distort the comparability with its peer group, as the Acquisition was a one-time change of control event. We submit that excluding these effects enhances comparability and provides meaningful disclosure to investors. Moreover, this adjustment aligns with the Segment Adjusted Operating Profit metric used by our Chief Operating Decision Maker to assess performance and allocate resources. The Company believes reflecting this adjustment in its presentation of certain non-IFRS measures more appropriately reflects how management evaluates results and is an important complement to its reported IFRS financials.
Item 19. Exhibits, page 151
3. We note the officer certifications included in Exhibits 12.1 and 12.2 exclude the introductory language in paragraph 4 regarding the officers' responsibilities for establishing and maintaining internal control over financial reporting. Please revise future filings to ensure each Section 302 certification includes all the prescribed language set forth in paragraph 12 of the "Instructions as to Exhibits" of Form 20-F.
Response:
The Company respectfully acknowledges that the introductory language in paragraph 4 regarding the officers' responsibilities for establishing and maintaining internal control over financial reporting was inadvertently excluded from the certifications filed as Exhibits 12.1 and 12.2 to the Form 20-F. The Company will revise future filings to ensure each Section 302 certification includes all the prescribed language set forth in paragraph 12 of the "Instructions as to Exhibits" of Form 20-F.
We appreciate the Staff's time and attention on this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me.
Sincerely,
/s/ Andrew E. Page
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CORRESP
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filename1.htm
June 20, 2025
VIA EDGAR
Andi Carpenter
Anne McConnell
Division of Corporation Finance
Office of Manufacturing
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Amer
Sports, Inc.
Form 20-F for The Fiscal Year Ended December
31, 2024
Filed March 7, 2025
File No. 001-41943
Dear Staff:
This letter is in response to the comment letter
from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC" or the "Commission")
on the above-referenced filing of Amer Sports, Inc. ("Amer Sports" or the "Company") made in your letter dated
June 9, 2025. Please note that the "Company" refers to Amer Sports, Inc., together with its consolidated subsidiaries. Set
forth below are the Staff's comments in italics, followed in each case by the response of the Company. All terms used but not defined
herein have the meanings assigned to such terms in the Form 20-F.
Form 20-F for The Fiscal Year Ended December
31, 2024
Item 5. Operating and Financial Review and
Prospects
Non-IFRS Financial Measures, page 94
1. We note the measure you identify as EBITDA includes several adjustments in addition to the items specifically
identified by the acronym. Please revise future filings to present all adjustments not specifically identified by the acronym below EBITDA
such that those adjustments are only included in the determination of Adjusted EBITDA. Refer to Question 103.01 of the Compliance &
Disclosures Interpretations on Non-GAAP Financial Measures. This comment is also applicable to your presentation of EBITDA and Adjusted
EBITDA in Form 6-Ks.
Response:
The Company respectfully acknowledges the Staff's
comment and in future filings will revise its disclosure to remove EBITDA from its reconciliation of Net Income (Loss) to Adjusted EBITDA
and update its definition of Adjusted EBITDA accordingly. If the Company determines to disclose EBITDA in the future, it will only present
adjustments specifically identified by the acronym.
Amer Sports, Inc.
149 Fifth Avenue, 9th Floor
New York, NY 10010
Tel. +1 773 714-6400
www.amersports.com
2. We note the Purchase Price Adjustment in your determination of Adjusted Net Income (Loss) appears to
result in you excluding amortization and depreciation on fair value adjustments of intangible and tangible assets from Amer Sports' acquisition
in 2019. It appears to us that this adjustment results in presenting a non-IFRS financial measure that substitutes individually tailored
recognition and measurement methods, given you exclude partial amortization and depreciation related to the step-up in fair value of intangible
and tangible assets acquired in a business combination which essentially removes the impact of the acquisition method of accounting. Please
revise future filings to remove this adjustment or more fully explain to us each component of the adjustment, how each amount was determined,
and why you believe the adjustment is appropriate and complies with Question 100.04 of the Compliance & Disclosures Interpretations
on Non-GAAP Financial Measures. This comment is also applicable to Purchase Price Adjustments related to this measure and several additional
non-IFRS financial measures presented in your Form 6-Ks.
Response:
The Company acknowledges the Staff's comment
and respectfully submits the following rationale for the Purchase Price Adjustment included in our determination of Adjusted Net Income
(Loss) and certain other non-IFRS measures. This adjustment relates to amortization and depreciation arising from the step-up
in fair value of intangible and tangible assets following the 2019 acquisition of Amer Sports.
The specific facts and circumstances related to
the Company's acquisition history are a determining factor for understanding the components of the adjustment, how each amount was
determined, and why the Company believes the adjustment is appropriate and complies with Question 100.04 of the Compliance & Disclosures
Interpretations on Non-GAAP Financial Measures.
In 2019, Amer Sports was acquired by an international
investment consortium (the "Acquisition"). In connection with the Acquisition, all identifiable assets and liabilities
were recorded at their acquisition date fair values in accordance with IFRS 3, Business Combinations . This resulted in the recognition
of previously unrecorded finite-lived intangible assets (i.e. customer relationships and other technology-based intangibles), as well
as a step-up in the fair value of property, plant and equipment (primarily machinery, equipment, buildings, and leasehold improvements).
The underlying business remained materially unchanged; therefore, the fair value adjustments stemmed solely from the ownership change,
not from business combinations executed by the Company.
The adjustment to arrive at the non-IFRS financial
measures presented includes all amortization of previously unrecorded finite-lived intangible assets and incremental depreciation on the
step-up in property, plant and equipment. These assets are amortized and depreciated on a straight-line basis over their useful
lives. Since these assets arose entirely from the Acquisition, the full amortization and depreciation amounts are included in the adjustment
- the Company's presentation does not reflect a partial exclusion. Importantly, the adjustments are calculated in accordance
with IFRS and do not represent an alternative recognition or measurement methodology.
The components of the adjustment are as follows:
The Company believes the amortization and depreciation
related to the purchase accounting adjustments distort the comparability with its peer group, as the Acquisition was a one-time change
of control event. We submit that excluding these effects enhances comparability and provides meaningful disclosure to investors. Moreover,
this adjustment aligns with the Segment Adjusted Operating Profit metric used by our Chief Operating Decision Maker to assess performance
and allocate resources. The Company believes reflecting this adjustment in its presentation of certain non-IFRS measures more appropriately
reflects how management evaluates results and is an important complement to its reported IFRS financials.
Item 19. Exhibits, page 151
3. We note the officer certifications included in Exhibits 12.1 and 12.2 exclude the introductory language
in paragraph 4 regarding the officers' responsibilities for establishing and maintaining internal control over financial reporting. Please
revise future filings to ensure each Section 302 certification includes all the prescribed language set forth in paragraph 12 of the "Instructions
as to Exhibits" of Form 20-F.
Response:
The Company respectfully acknowledges that the
introductory language in paragraph 4 regarding the officers' responsibilities for establishing and maintaining internal control
over financial reporting was inadvertently excluded from the certifications filed as Exhibits 12.1 and 12.2 to the Form 20-F. The Company
will revise future filings to ensure each Section 302 certification includes all the prescribed language set forth in paragraph 12 of
the "Instructions as to Exhibits" of Form 20-F.
We appreciate the Staff's time and attention
on this matter. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me.
Sincerely,
/s/ Andrew E. Page
Andrew E. Page
Chief Financial Officer