Birkenstock Files 20-F for FY24

Ticker: BIRK · Form: 20-F · Filed: Dec 18, 2024 · CIK: 1977102

Sentiment: neutral

Topics: 20-f, annual-report, financials, footwear

TL;DR

Birkenstock's 20-F is in, showing FY24 financials. All good.

AI Summary

Birkenstock Holding plc filed its 20-F for the fiscal year ending September 30, 2024. The filing details financial information and business operations, including references to specific assets like "AccumulatedDepreciationAndAmortisationMember" and "OtherIntangibleAssetsMember." The company's registered address is in London, UK, and it operates within the footwear industry.

Why It Matters

This 20-F filing provides investors and analysts with a comprehensive overview of Birkenstock's financial health and strategic positioning for the fiscal year 2024.

Risk Assessment

Risk Level: low — A 20-F filing is a routine annual report for foreign private issuers and does not typically contain immediate, high-impact news.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a 20-F filing?

A 20-F filing is an annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers to provide comprehensive financial and business information.

What is Birkenstock Holding plc's fiscal year end?

Birkenstock Holding plc's fiscal year ends on September 30, as indicated by the filing for the period ending 20240930.

Where is Birkenstock Holding plc's business address?

Birkenstock Holding plc's business address is listed as 1 Berkeley Square, London, W1J 6EA.

What is the Central Index Key (CIK) for Birkenstock Holding plc?

The Central Index Key (CIK) for Birkenstock Holding plc is 0001977102.

What industry does Birkenstock Holding plc operate in according to the SIC code?

Birkenstock Holding plc operates in the FOOTWEAR, (NO RUBBER) industry, with a Standard Industrial Classification (SIC) code of 3140.

Filing Stats: 4,478 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-12-18 07:02:48

Key Financial Figures

Filing Documents

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8

KEY INFORMATION

ITEM 3. KEY INFORMATION 8 A. [Reserved] 8 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors 8

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 48 A. History and Development of the Company 48 B. Business Overview 48 C. Organizational Structure 57 D. Property, Plants and Equipment 58

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 58

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 59 A. Operating Results 59 B. Liquidity and Capital Resources 73 C. Research and Development, Patents and Licenses 78 D. Factors Affecting Performance and Trend Information 78 E. Critical Accounting Estimates 80

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 A. Directors and Senior Management 82 B. Compensation 85 C. Board Practices 92 D. Employees 93 E. Share Ownership 93 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 93

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 94 A. Major Shareholders 94 B. Related Party Transactions 96 C. Interests of Experts and Counsel 99

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 100 A. Consolidated Statements and Other Financial Information 100 B. Significant Changes 100

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 100 A. Offer and Listing Details 100 B. Plan of Distribution 100 C. Markets 100 D. Selling Shareholders 100 E. Dilution 100 F. Expenses of the Issue 100

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 101 A. Share Capital 101 B. Memorandum and Articles of Association 101 C. Material Contracts 108 D. Exchange Controls 108 E. Taxation 108 F. Dividends and Paying Agents 115 G. Statement by Experts 115 H. Documents on Display 115 i Table of Contents I. Subsidiary Information 116 J. Annual Report to Security Holders 116

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 116

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 116 A. Debt Securities 116 B. Warrants and Rights 116 C. Other Securities 116 D. American Depositary Shares 116 PART II 117

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 117

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 117

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 117 A. Disclosure Controls and Procedures 117 B. Management's Annual Report on Internal Control over Financial Reporting 117 C. Attestation Report of the Registered Independent Public Accounting Firm 118 D. Changes in Internal Control over Financial Reporting 118

[RESERVED]

ITEM 16. [RESERVED] 119

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 119

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 119

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 119

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 120

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 120

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 120

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 120

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 121

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 121

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 121

CYBERSECURITY

ITEM 16K. CYBERSECURITY 121 PART III 123

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 123

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 123

EXHIBITS

ITEM 19. EXHIBITS 124

SIGNATURES

SIGNATURES 126 INDEX TO FINANCIAL STATEMENTS F- 1 ii Table of Contents 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. r.l., a socit responsabilit limite 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 the United Kingdom and Crown dependencies, including 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. All references to "Japanese Yen" or "JPY" are to the legal currency of Japan. In this Annual Report, unless otherwise noted, amounts that are converted from Euro to U.S. Dollars are converted at an exchange rate of $1.08 per 1 and $1.07 per 1, the exchange rate as of September 30, 2024 and for the fiscal year ended September 30, 2024, 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 Birkenstock, one of our controlling shareholders prior to the Transaction; ABL Facility refers to the multicurrency asset-based loan facility, which was established by the ABL Facility Agreement and canceled on Augu

Financial Statements

Financial Statements We maintain our books and records in Euro 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. r.l., subsequently renamed Birkenstock Holding Limited on July 12, 2023, for financial reporting purposes for periods prepared before the Transaction. Birkenstock Holding Limited was converted to a Jersey public limited company and subsequently renamed Birkenstock Holding plc on October 4, 2023. Our fiscal year ends September 30. References to "fiscal 2024" or "FY 2024" refer to the fiscal year ended September 30, 2024, and references to other fiscal years follow the same convention. 4 Table of Contents Rounding We have made rounding adjustments to some of the figures included in this Annual Report. 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 Annual Report, 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. Trademarks and Trade Names We own or have rights to various trademarks, trade names or service marks that we use in connection with our business, including "BIRKENSTOCK," "Birko-Flor," "Birki," "Birk" and "Papillio," among others, and our other registered and common law trade names, trademarks and service marks, including our corporate logo. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Annual Report are listed without the and symbols, but we will assert, to the fullest extent under applicable law, rights to such trademarks, service marks and trade names. 5 Table of Contents CAUTIONARY STATEMEN

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 expand retail stores and our dependence on favorable lease terms, brand awareness and the ability to hire adequate staff to successfully operate such 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; 8 Table of Contents 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 problems at our produc

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