Condensed Combined Consolidated Interim Financial Statements Q1 2025 CTC Triangle B.V. and subsidiaries including HH-ALI PTE. LTD Exhibit 99.2
Condensed combined consolidated interim statement of comprehensive income Condensed combined consolidated interim statement of financial position Condensed combined consolidated interim statement of cash flows Condensed combined consolidated interim statement of changes in equity Notes to the condensed combined consolidated interim financial statements Section 1 - Overview 1.1 Corporate information 1.2 Basis of preparation 1.3 Significant judgments, estimates and assumptions Section 2 - Operating performance 2.1 Revenue from contracts with customers 2.2 Inventories Section 3 - Financial instruments, risk and equity 3.1 Derivatives 3.2 Fair value measurement 3.3 Cash and Cash Equivalents Section 4 - Other disclosures 4.1 Overview of Group companies and joint venture 4.2 Related party transactions 4.3 Events after the reporting period
Condensed combined consolidated interim statement of comprehensive income (NOK thousand) Note Q1 2025 Q1 2024 Revenue from contracts with customers 2.1 1 650 679 1 563 808 Other income 22 377 17 372 Total revenues and other income 1 673 056 1 581 181 Cost of goods sold 771 357 761 081 Employee benefit expenses 297 754 261 666 Other operating expenses 433 404 347 062 Depreciation and amortization 67 553 62 817 Operating profit 102 989 148 555 Share of results from joint venture 4.1 16 976 -3 525 Finance income 6 992 7 576 Finance expense 31 360 41 188 Profit before tax 95 596 111 417 Income tax expense 23 723 8 465 Net profit for the year 71 874 102 952 Other comprehensive income Items which may subsequently be reclassified to profit or loss: Translation differences of foreign operations -43 342 40 234 Net gain/(loss) on cash flow hedges, before tax 3.1 -211 153 22 940 Income tax on hedging reserve 3.1 46 454 -5 047 Other comprehensive income for the year -208 041 58 127 Total comprehensive income for the year 136 167- 161 079 Net profit/loss for the year attributable to: Equity holders of the parent company 71 874 102 952 Total comprehensive income attributable to: Equity holders of the parent company -136 167 161 079 For the three months ended 31 March
Condensed combined consolidated interim statement of financial position (NOK thousand) Note 3/31/2025 12/31/2024 Intangible assets 3 409 922 3 418 925 Goodwill 2 732 272 2 745 081 Property, plant and equipment 308 924 310 196 Right-of-use assets 931 409 815 372 Non-current derivative financial assets 3.1 - 59 498 Deferred tax asset 166 197 145 361 Other non-current assets 12 660 13 696 Investment in joint venture 4.1 137 705 129 867 Total non-current assets 7 699 089 7 637 997 Inventories 2.2 2 368 447 2 614 008 Trade and other receivables 1 142 681 1 372 849 Current derivative financial assets 3.1 66 238 189 480 Other current assets 76 415 136 616 Cash and cash equivalents 700 226 1 117 415 Total current assets 4 354 007 5 430 368 Total assets 12 053 096 13 068 365 (NOK thousand) Note Share capital 976 976 Share premium 7 219 412 7 219 412 Other capital reserves 3.1 217 506 425 548 Retained earnings 186 745 114 871 Total equity 7 624 639 7 760 807 Non-current lease liabilities 779 765 665 859 Deferred tax liability 770 069 772 913 Non-current derivative financial liabilities 3.1 - 37 742 Non-current provisions 12 112 8 720 Non-current contract liabilities 6 054 6 492 Other non-current liabilities 6 286 5 388 Total non-current liabilities 1 574 285 1 497 115 Current interest-bearing liabilities 1 416 654 1 788 352 Trade payables 333 688 674 838 Other current liabilities 784 387 907 297 Current lease liabilities 218 006 218 435 Current contract liabilities 611 16 711 Current provisions 21 370 35 182 Income tax payable 55 307 58 007 Current derivative financial liabilities 3.1 24 148 111 622 Total current liabilities 2 854 171 3 810 443 Total liabilities 4 428 456 5 307 558 Total equity and liabilities 12 053 096 13 068 365 Oslo, 13 August 2025 /s/ Zornitsa Radkova-Lund Zornitsa Radkova-Lund (Representing the Helly Hansen Group)
Condensed combined consolidated interim statement of cash flows All amounts in NOK thousand Note Q1 2025 Q1 2024 Cash flow from operating activities Profit/loss before tax 95 596 111 417 Adjustments to reconcile loss before tax to net cash flow Share of profit/loss before tax of joint venture -16 976 3 525 Net financial items 24 368 33 612 Depreciation and amortization 67 553 62 817 Net gain/loss on derivative instruments at fair value through profit or loss -143 797 43 889 Gain on disposal of property, plant and equipment -37 -7 Working capital adjustments Changes in inventories 2.2 245 561 148 482 Changes in trade and other receivables 230 168 54 636 Changes in trade payables -341 149 -191 671 Changes in provisions -10 420 2 188 Changes in contract liabilities -16 538 -4 394 Changes in other operating items -61 061 -19 727 Other items Tax paid -12 327 -9 343 Net cash flows from operating activities 60 941 235 425 Cash flow from investing activities Purchase of property, plant and equipment -31 334 -10 345 Interest received 5 782 7 353 Net cash flows from investing activities -25 552 -2 992 Cash flow from financing activities Repayments of borrowings -275 000 -200 000 Net change in bank draft -85 064 -259 764 Payments for principal for the lease liability -47 796 -44 215 Payments for interest for the lease liability -9 700 -8 131 Interest paid -31 096 -39 926 Net cash flows from financing activities -448 656 -552 036 Net change in cash and cash equivalents -413 267 -319 604 Cash and cash equivalents at beginning of the year 1 117 415 1 344 408 Net foreign exchange difference -3 921 4 317 Cash and cash equivalents at 31 March 700 226 1 029 121 For the three months ended 31 March
Condensed combined consolidated interim statement of changes in equity All amounts in NOK thousand 2025 Note Share capital Share premium Hedging reserve Cumulative translation differences Retained earnings Total equity Equity as at January 1, 2025 976 7 219 412 164 734 260 813 114 871 7 760 807 Net profit or loss for the year 71 874 71 874 Other comprehensive income or loss, net of tax* 3.1 -164 699 -43 342 -208 041 Equity as at March 31, 2025 976 7 219 412 35 217 471 186 745 7 624 640 2024 Note Share capital Share premium Hedging reserve Cumulative translation differences Retained earnings Total equity Equity as at January 1, 2024 976 7 219 412 87 580 189 573 -244 676 7 252 866 Net profit or loss for the year 102 952 102 952 Other comprehensive income or loss, net of tax* 3.1 17 893 40 234 58 127 Equity as at March 31, 2024 976 7 219 412 105 473 229 807 -141 724 7 413 945 Paid-in equity Paid-in equity Other capital reserves Other capital reserves *Other comprehensive income (loss) consists of translation of results and financial position of subsidiaries as well as the parent company with functional currencies different than NOK to the presentation currency and net gain (loss) on cash flow hedges.
Section 1 - Overview 1.1 Corporate information 1.2 Basis of preparation 1.3 Significant judgments, estimates and assumptions These condensed combined consolidated interim financial statements consist of CTC Triangle B.V. (“the Company”) including subsidiaries and the investment in the joint venture HH-ALI PTE. LTD, collectively referred to as “the Group” in these combined condensed combined interim financial statements. CTC Triangle B.V. is incorporated and domiciled in the Netherlands with principal offices located at Herikerbergweg 88, 1101 CM Amsterdam. HH-ALI PTE. LTD is incorporated and domiciled in Singapore with principal offices located at 3 Church Street, #15-03 Samsung Hub, Singapore 049483. The Group’s operational activities are related to the sale of technical outdoor apparel and workwear. The products are sold in more than 40 countries, including core markets like Norway, Sweden, Canada, the United Kingdom and the United States. The condensed combined consolidated interim financial statements of the Group for the period ended 31 March 2025 were authorized for issue on 13 August 2025. The condensed combined consolidated interim financial statements of the Group comprise condensed combined consolidated interim statement of comprehensive income, condensed combined consolidated interim statement of financial position, condensed combined consolidated interim statement of cash flows, condensed combined consolidated interim statement of changes in equity and selected explanatory notes. The condensed combined consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB. The condensed combined consolidated interim financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual combined financial statements for the year ended 31 December 2024. The accounting policies adopted in the preparation of the condensed combined consolidated interim financial statements are consistent with those applied in the preparation of the Group's annual combined financial statements for the year ended 31 December 2024. All figures are presented in NOK thousand, except when otherwise stated. In preparing the condensed combined consolidated interim financial statements, the significant judgments, estimates and assumptions made by management in applying the Group’s accounting policies and the key source of estimation uncertainty were the same as those applied to the Group's annual combined financial statements for the year ended 31 December 2024.
Section 2 - Operating performance 2.1 Revenue from contracts with customers Specification of revenue (NOK thousand) Q1 2025 Q1 2024 Sport 1 144 089 1 007 668 Musto 96 139 112 515 Workwear 410 451 443 625 Other - - Total revenue from contracts with customers 1 650 679 1 563 808 Geographical markets (NOK thousand) Q1 2025 Q1 2024 North Europe 321 571 303 569 West Europe 152 334 143 048 East Europe 76 279 96 285 Central Europe 147 294 140 736 South Europe 248 704 238 264 Benelux 63 099 61 175 North America 572 150 537 642 Other 69 248 43 090 Total revenue from contracts with customers 1 650 679 1 563 808 Timing of revenue recognition (NOK thousand) Q1 2025 Q1 2024 Goods transferred at point in time 1 650 595 1 563 762 Goods and services transferred over time 84 46 Total revenue from contracts with customers 1 650 679 1 563 808 For the three months ended 31 March For the three months ended 31 March For the three months ended 31 March The Group generates revenue from customers through three different sales channels: Wholesale, E-commerce and Retail. This includes sale of goods across three product segments: Sport, Musto and Workwear. Additionally, the Group generates a smaller portion of revenue from Professional Services and sales-based royalties from licenses of intellectual property. The Group's operations are seasonal due to its focus on outdoor and sports apparel that is influenced by seasonal activities and weather conditions. Historically, large parts of revenues and operating profits have come in the second half of the year rather than in the first six months. The revenue information above is based on the locations of the customers.
2.2 Inventories Inventories (NOK thousand) 3/31/2025 12/31/2024 Finished goods 2 495 214 2 744 352 Total inventories (gross) 2 495 214 2 744 352 Provision for obsolete reserve -126 768 -130 344 Total inventories at the lower of cost and net realizable value 2 368 447 2 614 008 During Q1 2025, NOK 767 100 thousand was recognized as an expense for inventories in the line item cost of goods sold (Q1 2024: NOK 761 100 thousand). No write down expenses were recognized in Q1 2025 or Q1 2024.
3.1 Derivatives The impact of the cash flow hedge on the statement of financial position, as follows: As of March 31, 2025 Notional Amount Carrying Amount Line item in the statement of financial position Change in fair value FX Inventory Contract 1 394 909 16 922 Derivative Asset/ Derivative Liability -229 010 FX Sales Contract 1 415 180 25 167 Derivative Asset/ Derivative Liability 111 112 FX Balance Sheet Contract* - - Derivative Liability 60 373 Total 2 810 089 42 089 -57 525 As of December 31, 2024 Notional Amount Carrying Amount Line item in the statement of financial position Change in fair value FX Inventory Contract 3 004 802 245 933 Derivative Asset/ Derivative Liability 225 723 FX Sales Contract 3 555 792 -85 945 Derivative Asset/ Derivative Liability -68 958 FX Balance Sheet Contract 115 087 -60 373 Derivative Asset/ Derivative Liability -109 463 6 675 681 99 614 47 303 The impact of the cash flow hedge on the statement of profit or loss and other comprehensive income, as follows: Change in fair value Cash flow hedge reserve Change in fair value Cash flow hedge reserve Foreign exchange contracts -117 898 211 153 61 170 -22 940 Balance Sheet Contract 60 373 - -79 398 - -57 525 211 153 -18 228 -22 940 As of March 31, 2025 (NOK thousand) Total hedging gain/loss recognized in OCI Recorded in P&L Amount reclassified from OCI to P&L Foreign exchange contracts -211 153 93 255 -125 775 Balance Sheet Contract - 60 373 - -211 153 153 628 -125 775 As of December 31, 2024 (NOK thousand) Total hedging gain/loss recognized in OCI Recorded in P&L Amount reclassified from OCI to P&L Foreign exchange contracts 98 916 57 849 -189 439 Balance Sheet Contract - -109 463 - 98 916 -51 614 -189 439 Q1 2025 Q1 2024 For the three months ended 31 March The Group enters into foreign currency derivative contracts, to hedge its exposure to foreign currency risk associated with future sales and purchases of foreign-currency-denominated inventory. These derivatives are designated as hedging instruments as cash flow hedges. The Group also enters into foreign currency derivative contracts that are not designated in hedge relationships, but are, nevertheless, intended to reduce the level of foreign currency risk for future transactions. For information about the settlement of the derivates see note 4.3 Events after the reporting period. * All balance sheet hedges were realised in March 2025.
3.1 Derivatives (continued) Impact of hedging on equity: Q1 2025 Q1 2024 (NOK thousand) Cash flow hedge reserve Cash flow hedge reserve Balance, beginning of year 211 198 112 282 Changes in fair value: - - Changes in fair value -117 898 -61 170 Deferral of de-designated hedges 32 520 23 618 Amount reclassified to profit or loss -122 862 60 492 MTM on outstanding cash balance designated -2 913 - Balance, end of period 45 135 222 Tax on movements on reserves during the year -10 -29 749 Net, cash flow hedge reserve, after tax 35 105 473 In the following table is the overview of the Group's is foreign exchange forward contracts: As of March 31, 2025 (NOK thousand) > 12 months 1-2 years 2-3 years 3-4 years Total FX Inventory Contract 16 922 - - - 16 922 FX Sales Contract 25 167 - - - 25 167 FX Balance Sheet Contract - - - - - Total 42 089 - - - 42 089 As of December 31, 2024 (NOK thousand) > 12 months 1-2 years 2-3 years 3-4 years Total FX Inventory Contract 187 304 58 628 - - 245 933 FX Sales Contract -62 607 -23 338 - - -85 945 FX Balance Sheet Contract -46 839 -13 535 - - -60 373 Total 77 858 21 756 - - 99 614 For the three months ended 31 March
3.2 Fair value measurement Carrying value Fair value Level 1 Level 2 Level 3 Non-current derivative financial assets* - - X Current derivative financial assets 66 238 66 238 X Non-current derivative financial liability - - X Current derivative financial liability 24 148 24 148 X Carrying value Fair value Level 1 Level 2 Level 3 Non-current derivative financial assets 59 498 59 498 X Current derivative financial assets 189 480 189 480 X Non-current derivative financial liability 37 742 37 742 X Current derivative financial liability 111 622 111 622 X As of December 31, 2024 (NOK thousand) As of March 31, 2025 (NOK thousand) Fair value disclosures Cash and cash equivalents, short-term deposits, trade and other receivables, loans receivable, trade and other payables, short-term borrowings, and loans are carried at fair value or amounts that approximate their fair value due to their short-term nature. Non-current assets are carried at fair value or amounts that approximate their fair value because their carrying amounts reflect current market interest rates. Fair values of financial instruments reflect the credit risk of the Company and counterparties when appropriate. Interest-bearing liabilities The fair values of the Group’s interest-bearing liabilities are determined by using the Discounted Cash Flow (DCF) method using a discount rate that reflects the issuer’s borrowing rate as of the end of the reporting period. The fair value of the Group’s interest-bearing liabilities are in most cases similar to the carrying amount, as the interest rates are floating and the non-performance risk as of 31 March 2025, was assessed to be insignificant. Derivatives The fair value of derivatives is estimated using readily observable market inputs and standard valuation models. Foreign exchange forward contracts are estimated by discounting the difference between the contractual forward price and the current forward price and applying a risk-free rate to reflect the maturity of the contract. Set out below is a comparison, by class, of the carrying amounts and fair values of the Group’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values: *The Group's balance sheet contracts have been settled during the first quarter of 2025.
3.3 Cash and Cash Equivalents Cash and cash equivalents (NOK thousand) 3/31/2025 12/31/2024 Bank deposits, unrestricted 668 283 1 084 182 Bank deposits, restricted 31 943 33 232 Total cash and cash equivalents 700 226 1 117 415 Cash and cash equivalents comprise cash at hand and banks which is subject to an insignificant risk of changes in value. Restricted bank deposits comprise of deposits and cash for withholding taxes which may not be used for other purposes. The Group has a cash-pool arrangement in DNB held by Helly Hansen AS, a subsidiary of the Group. The system is a multi-currency group account syste linked to a common limit account. The cash pool arrangement is presented on a gross basis, meaning that negative balances within individual currency accounts are classified as current interest- bearing liabilities and presented as overdrafts under financing activities in the cash flow statement.
4.1 Overview of Group companies and joint venture Consolidated entities 03/31/2025 Location Ownership CTC Triangle (Norway) I AS Norway 100 % Helly Hansen Holding AS Norway 100 % Musto Topco Limited UK 100 % Musto Midco Limited UK 100 % Musto Bidco Limited UK 100 % Musto Limited UK 100 % Helly Hansen AS Norway 100 % A/S Helly Hansen IMAK Denmark 100 % Helly Hansen AB Sweden 100 % Helly Hansen Oy Finland 100 % Helly Hansen Deutschland GmbH Deutschland 100 % Helly Hansen Austria GmbH Austria 100 % Helly Hansen Schweiz AG Switzerland 100 % Helly Hansen Italy SRL Italy 100 % Helly Hansen Magyarorzag Kft Hungary 100 % Helly Hansen Czech Republic s.r.o. Czech Republic 100 % Helly Hansen Sp Zoo Poland 100 % Helly Hansen (UK) Limited UK 100 % Helly Hansen Sportswear Spain Spain 100 % Helly Hansen Benelux BV Netherland 100 % Helly Hansen Distributi BV Netherland 100 % Helly Hansen France SARL France 100 % Helly Hansen US Inc. US 100 % Helly Hansen Leisure Canada Inc. Canada 100 % Helly Hansen Far East Limited Hong Kong 100 % Investment in joint venture 03/31/2025 Location Ownership HH-ALI PTE. LTD Singapore 50 % The following subsidiaries are included in the combined condensed consolidated financial statements as of March 31, 2025: Entering the Chinese market was intended as part of CTC acquisition of the Helly Hansen Group, as China was viewed to be a significant region in the global outdoor market. In 2021, a 50/50 JV partnership with the Chinese entity ALI was launched to develop and sell Helly Hansen products in China. The JV holding company was set up in Singapore with several subsidiaries and a head office in China. HH-ALI PTE. LTD has been in a startup phase since its establishment during the COVID-19 pandemic. Throughout the period from inception, the owners have infused new capital to offset initial losses and ensure essential investment capabilities. The improved profitability in Q1 2025, when compared to Q1 2024, is largely due to higher revenues and improving gross margins, somewhat offset by higher operating expenses. The value of the joint venture is dependent on its success to execute its strategy and meeting expectations for continued growth.
4.2 Related party transactions For the three months ended 31 March Related party transactions (NOK thousand) 2025 2024 Canadian Tire Corporation Ltd. Sales to related party 89 262 90 992 Interest expenses 14 559 21 173 HH-ALI PTE. LTD Royalty fees -7 377 2 982 Sales to related party 705 2 160 Related party balances (NOK thousand) 3/31/2025 12/31/2024 Canadian Tire Corporation Ltd. Amounts owed to related party* 24 300 8 866 Amounts owed by related party 955 559 1 242 194 HH-ALI PTE. LTD Amounts owed to related parties* 41 892 37 507 *The amounts are classified as trade receivables. Related parties include the shareholder, members of the Board and the executive management team in the Group. All transactions within the Group or with other related parties are based on the principle of arm's length. Intercompany balances and transactions between consolidated companies are eliminated in the combined condensed consolidated interim financial statements and are not presented in this note. The following tables provide the total amount of transactions and balances with related parties, consisting of amounts from Canadian Tire Corporation Ltd. ("CTC") and HH-ALI PTE. LTD, with the majority of transactions being with CTC for the relevant periods:
4.3 Events after the reporting period Adjusting events There have been no significant adjusting events subsequent to the reporting date. Non-adjusting events In April 2025, the US government imposed tariffs on goods imported from a range of countries, including countries from which Helly Hansen sources products. The situation is still developing, and management is currently assessing how the potential impacts of evolving economic conditions and policy decisions may affect revenues, pricing pressure, gross margins, and inventory levels going forward, with the expected highest impact being on the North American markets. Certain measures have been taken to mitigate the impact on the Group. On May 31, 2025, the Helly Hansen Group was acquired by the U.S. lifestyle apparel company Kontoor Brands, Inc. As part of the pre-closing transaction steps, the Group's outstanding loan to Canadian Tire Corporation Ltd. ("CTC") has been converted into equity. Additionally, the shares in the joint venture HH-ALI PTE. LTD have been transferred from CTC to Helly Hansen AS. These transactions have been executed through an in-kind capital contribution from CTC to the Group. Furthermore, the majority of the Group's derivatives were settled in April and May 2025, prior to the completion of the transaction with Kontoor Brands, Inc.