Birkenstock Holding plc Files 20-F Report for Fiscal Year Ended September 30, 2023
Ticker: BIRK · Form: 20-F · Filed: Jan 18, 2024 · CIK: 1977102
| Field | Detail |
|---|---|
| Company | Birkenstock Holding PLC (BIRK) |
| Form Type | 20-F |
| Filed Date | Jan 18, 2024 |
| Risk Level | low |
| Pages | 14 |
| Reading Time | 17 min |
| Key Dollar Amounts | $1.0796, $1.1975, $850.0 million |
| Sentiment | neutral |
Complexity: moderate
Sentiment: neutral
Topics: Birkenstock, 20-F, Annual Report, Fiscal Year End, Financials
TL;DR
<b>Birkenstock Holding plc has submitted its 20-F annual report for the fiscal year ending September 30, 2023.</b>
AI Summary
Birkenstock Holding plc (BIRK) filed a Foreign Annual Report (20-F) with the SEC on January 18, 2024. Birkenstock Holding plc filed its annual 20-F report on January 18, 2024, for the fiscal year ending September 30, 2023. The filing covers the period from October 1, 2022, to September 30, 2023. The company's fiscal year ends on September 30. Birkenstock Holding plc was formerly known as Birkenstock Holding Ltd and Birkenstock Group Ltd, with name changes occurring in July 2023 and May 2023, respectively. The company is incorporated in Y9 and its principal executive offices are located in London, UK.
Why It Matters
For investors and stakeholders tracking Birkenstock Holding plc, this filing contains several important signals. This filing provides a comprehensive overview of Birkenstock's financial performance and business operations for the past fiscal year, crucial for investors to assess the company's health and future prospects. Understanding the company's structure and former names is important for tracking its corporate history and potential impacts on its current legal and financial standing.
Risk Assessment
Risk Level: low — Birkenstock Holding plc shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain any immediate red flags or urgent disclosures, indicating a routine reporting event.
Analyst Insight
Review the detailed financial statements and risk factors within the 20-F filing to understand Birkenstock's performance and potential challenges for the upcoming year.
Key Numbers
- 2023-09-30 — Fiscal Year End (The end date of the reporting period)
- 2024-01-18 — Filing Date (The date the 20-F report was submitted to the SEC)
- 001-41836 — SEC File Number (The SEC's file number for Birkenstock Holding plc)
- 0000950170-24-005395 — Accession Number (Unique identifier for this SEC filing)
Key Players & Entities
- Birkenstock Holding plc (company) — Filer of the 20-F report
- Birkenstock Holding Ltd (company) — Former name of Birkenstock Holding plc
- Birkenstock Group Ltd (company) — Former name of Birkenstock Holding plc
- 2024-01-18 (date) — Filing date of the 20-F report
- 2023-09-30 (date) — Fiscal year end date
- London (location) — Location of Birkenstock's business address
FAQ
When did Birkenstock Holding plc file this 20-F?
Birkenstock Holding plc filed this Foreign Annual Report (20-F) with the SEC on January 18, 2024.
What is a 20-F filing?
A 20-F is a annual report for foreign private issuers, equivalent to a 10-K but following international reporting standards. This particular 20-F was filed by Birkenstock Holding plc (BIRK).
Where can I read the original 20-F filing from Birkenstock Holding plc?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Birkenstock Holding plc.
What are the key takeaways from Birkenstock Holding plc's 20-F?
Birkenstock Holding plc filed this 20-F on January 18, 2024. Key takeaways: Birkenstock Holding plc filed its annual 20-F report on January 18, 2024, for the fiscal year ending September 30, 2023.. The filing covers the period from October 1, 2022, to September 30, 2023.. The company's fiscal year ends on September 30..
Is Birkenstock Holding plc a risky investment based on this filing?
Based on this 20-F, Birkenstock Holding plc presents a relatively low-risk profile. The filing is a standard annual report (20-F) and does not contain any immediate red flags or urgent disclosures, indicating a routine reporting event.
What should investors do after reading Birkenstock Holding plc's 20-F?
Review the detailed financial statements and risk factors within the 20-F filing to understand Birkenstock's performance and potential challenges for the upcoming year. The overall sentiment from this filing is neutral.
Key Dates
- 2024-01-18: Filing of 20-F report — Official submission of annual financial and business information for the fiscal year 2023.
- 2023-09-30: Fiscal Year End — Marks the conclusion of the reporting period for which financial statements are provided.
- 2023-07-13: Name Change — Birkenstock Holding plc changed its name from Birkenstock Holding Ltd.
- 2023-05-09: Name Change — Birkenstock Holding Ltd changed its name from Birkenstock Group Ltd.
Filing Stats: 4,182 words · 17 min read · ~14 pages · Grade level 13.6 · Accepted 2024-01-18 16:16:00
Key Financial Figures
- $1.0796 — rs are converted at an exchange rate of $1.0796 per €1 and $1.1975 per €1
- $1.1975 — hange rate of $1.0796 per €1 and $1.1975 per €1, the exchange rate as of
- $850.0 million — efers to senior term loan facilities of $850.0 million under the Senior Term Facilities Agreem
Filing Documents
- birk-20230930.htm (20-F) — 7439KB
- birk-ex1_1.htm (EX-1.1) — 379KB
- birk-ex2_1.htm (EX-2.1) — 33KB
- birk-ex4_7.htm (EX-4.7) — 262KB
- birk-ex4_8.htm (EX-4.8) — 251KB
- birk-ex4_9.htm (EX-4.9) — 152KB
- birk-ex8_1.htm (EX-8.1) — 24KB
- birk-ex12_1.htm (EX-12.1) — 15KB
- birk-ex12_2.htm (EX-12.2) — 15KB
- birk-ex13_1.htm (EX-13.1) — 7KB
- birk-ex13_2.htm (EX-13.2) — 7KB
- birk-ex15_1.htm (EX-15.1) — 5KB
- birk-ex97_1.htm (EX-97.1) — 60KB
- img200557074_0.jpg (GRAPHIC) — 447KB
- img200557074_1.jpg (GRAPHIC) — 30KB
- 0000950170-24-005395.txt ( ) — 33109KB
- birk-20230930.xsd (EX-101.SCH) — 2738KB
- birk-20230930_htm.xml (XML) — 8552KB
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7
OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7
KEY INFORMATION
ITEM 3. KEY INFORMATION 7 A. [Reserved] 7 B. Capitalization and Indebtedness 7 C. Reasons for the Offer and Use of Proceeds 7 D. Risk Factors 7
INFORMATION ON THE COMPANY
ITEM 4. INFORMATION ON THE COMPANY 46 A. History and Development of the Company 46 B. Business Overview 46 C. Organizational Structure 55 D. Property, Plants and Equipment 56
UNRESOLVED STAFF COMMENTS
ITEM 4A. UNRESOLVED STAFF COMMENTS 56
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 57 A. Operating Results 57 B. Liquidity and Capital Resources 70 C. Research and Development, Patents and Licenses 75 D. Factors Affecting Performance and Trend Information 75 E. Critical Accounting Estimates 77
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 79 A. Directors and Senior Management 79 B. Compensation Principles of the Compensation of the Board of Directors and Executive Management 82 C. Board Practices 89 D. Employees 90 E. Share Ownership 90 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation 90
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 91 A. Major Shareholders 91 B. Related Party Transactions 93 C. Interests of Experts and Counsel 96
FINANCIAL INFORMATION
ITEM 8. FINANCIAL INFORMATION 97 A. Consolidated Statements and Other Financial Information 97 B. Significant Changes 97
THE OFFER AND LISTING
ITEM 9. THE OFFER AND LISTING 97 A. Offer and Listing Details 97 B. Plan of Distribution 97 C. Markets 97 D. Selling Shareholders 97 E. Dilution 97 F. Expenses of the Issue 97
ADDITIONAL INFORMATION
ITEM 10. ADDITIONAL INFORMATION 98 A. Share Capital 98 B. Memorandum and Articles of Association 98 C. Material Contracts 105 D. Exchange Controls 105 E. Taxation 105 F. Dividends and Paying Agents 112 G. Statement by Experts 112 i H. Documents on Display 112 I. Subsidiary Information 113 J. Annual Report to Security Holders 113
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 113
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 113 A. Debt Securities 113 B. Warrants and Rights 113 C. Other Securities 113 D. American Depositary Shares 113 PART II 114
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 114
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 114
CONTROLS AND PROCEDURES
ITEM 15. CONTROLS AND PROCEDURES 114 A. Disclosure Controls and Procedures 114 B. Management’s Annual Report on Internal Controls Over Financial Reporting 115 C. Attestation Report of the Registered Independent Public Accounting Firm 115 D. Changes in Internal Control Over Financial Reporting 115
AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 115
CODE OF ETHICS
ITEM 16B. CODE OF ETHICS 116
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 116
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 116
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 116
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 117
CORPORATE GOVERNANCE
ITEM 16G. CORPORATE GOVERNANCE 117
MINE SAFETY DISCLOSURE
ITEM 16H. MINE SAFETY DISCLOSURE 117
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 117
INSIDER TRADING POLICIES
ITEM 16J. INSIDER TRADING POLICIES 117
CYBERSECURITY
ITEM 16K. CYBERSECURITY 117 PART III 118
FINANCIAL STATEMENTS
ITEM 17. FINANCIAL STATEMENTS 118
FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS 118
EXHIBITS
ITEM 19. EXHIBITS 119
SIGNATURES
SIGNATURES 121 INDEX TO FINANCIAL STATEMENTS F- 1 ii PRESENTATION OF FINANCIAL AND OTHER INFORMATION Certain Definitions Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 20-F (this “Annual Report”) to “BIRKENSTOCK Group,” “Birkenstock,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Birkenstock Holding plc, together with all of its subsidiaries. References to the “selling shareholder” or “MidCo” are to BK LC Lux MidCo S. à r.l., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg. References to “Euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. All references to the “British Pound,” “GBP” or “” are to the legal currency of Jersey. All references to “U.S. Dollars,” “Dollars,” “USD” or “$” are to the legal currency of the United States. All references to “Canadian Dollars” or “CAD” are to the legal currency of Canada. In this Annual Report, unless otherwise noted, amounts that are converted from Euro to U.S. Dollars are converted at an exchange rate of $1.0796 per €1 and $1.1975 per €1, the exchange rate as of September 30, 2023 and for the fiscal year ended September 30, 2023, respectively. The following is a summary of certain other defined terms and concepts that we use throughout this Annual Report: • AB-Beteiligungs GmbH refers to AB-Beteiligungs GmbH, an entity controlled by Alexander
Financial Statements
Financial Statements We maintain our books and records in Euros and prepare our consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Birkenstock GmbH & Co. KG is the accounting predecessor of BK LC Lux Finco 2 S. à r.l., subsequently renamed Birkenstock Holding Limited on July 12, 2023, for financial reporting purposes. Birkenstock Holding Limited was converted to a Jersey public limited company and subsequently renamed Birkenstock Holding plc on October 4, 2023. The Company’s financial statement presentation distinguishes the Company’s presentations into two distinct periods, the period up to and including April 30, 2021, the Transaction’s closing date (labeled “Predecessor”), and the period after that date (labeled “Successor”) and are further distinguished as follows: the Successor periods represent fiscal 2023 (“2023 Successor Period”), fiscal 2022 (“2022 Successor Period”) and the period from May 1, 2021 through September 30, 2021 (“2021 Successor Period” and, collectively with the 2022 Successor Period and the 2023 Successor Period, the “Successor Periods”) and the Predecessor period represents the period from October 1, 2020 through April 30, 2021 (the “2021 Predecessor Period” or the “Predecessor Period”). The Predecessor Period and the Successor Periods (together, the “audited consolidated financial statements”) have been separated by a vertical black line on the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different cost bases of accounting. Our fiscal year ends September 30. References to “fiscal 2023” or “FY 2023” refer to the fiscal year ended September 30, 2023
IDENTITY OF DIRECT ORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 1. IDENTITY OF DIRECT ORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.
OFFER STATISTI CS AND EXPECTED TIMETABLE
ITEM 2. OFFER STATISTI CS AND EXPECTED TIMETABLE Not applicable.
KEY INF ORMATION
ITEM 3. KEY INF ORMATION A. [Res erved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors In addition to the other information contained in this Annual Report and in other documents we file with or furnish to the SEC, the following risk factors should be considered in evaluating our business. Our business, financial condition and results of operations could be materially adversely affected as a result of any of these risks. Summary of Risk Factors The following is a summary of the more significant risk factors associated with an investment in our ordinary shares, which are more fully described below: • our dependence on the image and reputation of the BIRKENSTOCK brand; • the intense competition we face from both established companies and newer entrants into the market; • our ability to execute our DTC growth strategy and risks associated with our e-commerce platforms; • our ability to adapt to changes in consumer preferences and attract new customers; • harm to our brand and market share due to counterfeit products; • our ability to successfully operate and expand retail stores; • failure to realize expected returns from our investments in our businesses and operations; • risks related to business, economic, market and political conditions; • risks related to global or regional health events, such as the recent COVID-19 pandemic; 7 • our dependence on third parties for our sales and distribution channels, as well as deterioration or termination of relationships with major wholesale partners; • adverse events influencing the sustainability of our supply chain or our relationships with major suppliers, or increases in raw materials or labor costs; • our ability to effectively manage inventory; • unforeseen business interruptions and other operational probl