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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 February 2025

 

 

Commission file number: 001-41836

 

 

 

Birkenstock Holding plc

(Translation of registrant's name into English)

 

 

 

 

1-2 Berkeley Square

London W1J 6EA

United Kingdom

(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

 

 


 


 

PART I FINANCIAL INFORMATION

 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

Birkenstock Holding plc

Unaudited Interim Condensed Consolidated Financial Statements

as of December 31, 2024 and for the three months ended December 31, 2024 and 2023

 

1


 

Unaudited Interim Condensed Consolidated Statements of Financial Position

 

 

 

Notes

 

December 31, 2024

 

 

September 30, 2024

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Goodwill

 

 

 

1,605,721

 

 

 

1,554,621

 

Intangible assets (other than goodwill)

 

 

 

1,700,275

 

 

 

1,639,393

 

Property, plant and equipment

6

 

 

325,007

 

 

 

318,843

 

Right-of-use assets

7

 

 

177,280

 

 

 

171,334

 

Deferred tax assets

 

 

 

 

 

 

117

 

Other assets

 

 

 

34,578

 

 

 

37,351

 

Total non-current assets

 

 

 

3,842,861

 

 

 

3,721,659

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Inventories

8

 

 

719,574

 

 

 

624,807

 

Trade and other receivables

 

 

 

79,789

 

 

 

114,302

 

Current tax assets

 

 

 

12,072

 

 

 

11,263

 

Other current assets

 

 

 

52,298

 

 

 

57,065

 

Cash and cash equivalents

 

 

 

298,594

 

 

 

355,843

 

Total current assets

 

 

 

1,162,327

 

 

 

1,163,280

 

Total assets

 

 

 

5,005,188

 

 

 

4,884,939

 

 

 

 

 

 

 

 

 

Shareholders' equity and liabilities

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

Share premium

9

 

 

2,524,270

 

 

 

2,524,270

 

Treasury shares

9

 

 

(355,775

)

 

 

(355,775

)

Other capital reserve

18, 20

 

 

69,041

 

 

 

68,920

 

Retained earnings

 

 

 

437,697

 

 

 

417,578

 

Accumulated other comprehensive income (loss)

 

 

 

73,439

 

 

 

(29,974

)

Total shareholders' equity

 

 

 

2,748,672

 

 

 

2,625,019

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Loans and borrowings

11

 

 

1,179,450

 

 

 

1,169,965

 

Tax receivable agreement liability

12

 

 

360,620

 

 

 

344,590

 

Lease liabilities

7

 

 

149,380

 

 

 

143,199

 

Provisions

 

 

 

5,104

 

 

 

4,867

 

Deferred tax liabilities

 

 

 

133,971

 

 

 

131,003

 

Deferred income

13

 

 

13,980

 

 

 

13,737

 

Other liabilities

 

 

 

4,906

 

 

 

4,666

 

Total non-current liabilities

 

 

 

1,847,411

 

 

 

1,812,027

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Loans and borrowings

11

 

 

23,210

 

 

 

24,670

 

Tax receivable agreement liability

12

 

 

16,711

 

 

 

15,300

 

Lease liabilities

7

 

 

42,284

 

 

 

40,874

 

Trade and other payables

 

 

 

116,810

 

 

 

136,280

 

Accrued liabilities

 

 

 

23,896

 

 

 

29,411

 

Other financial liabilities

 

 

 

22,154

 

 

 

3,971

 

Provisions

 

 

 

25,300

 

 

 

31,164

 

Contract liabilities

 

 

 

10,930

 

 

 

7,999

 

Tax liabilities

 

 

 

113,501

 

 

 

144,730

 

Other current liabilities

 

 

 

14,309

 

 

 

13,494

 

Total current liabilities

 

 

 

409,105

 

 

 

447,893

 

Total liabilities

 

 

 

2,256,516

 

 

 

2,259,920

 

Total shareholders' equity and liabilities

 

 

 

5,005,188

 

 

 

4,884,939

 

 

 

2


 

 

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income (Loss)

 

 

 

 

Three months ended December 31,

 

 

Notes

 

2024

 

 

2023

 

Revenue

14

 

 

361,719

 

 

 

302,924

 

Cost of sales

15

 

 

(143,685

)

 

 

(118,056

)

Gross profit

 

 

 

218,034

 

 

 

184,868

 

Operating expenses

 

 

 

 

 

 

 

Selling and distribution expenses

15

 

 

(118,155

)

 

 

(103,484

)

General and administrative expenses

15

 

 

(24,104

)

 

 

(34,391

)

Foreign exchange loss

 

 

 

(11,871

)

 

 

(11,655

)

Other income, net

 

 

 

126

 

 

 

232

 

Profit from operations

 

 

 

64,030

 

 

 

35,570

 

Finance cost, net

 

 

 

(24,778

)

 

 

(36,050

)

Profit (loss) before tax

 

 

 

39,252

 

 

 

(480

)

Income tax expense

16

 

 

(19,133

)

 

 

(6,674

)

Net profit (loss)

 

 

 

20,119

 

 

 

(7,154

)

Items that will be reclassified to profit (loss) if certain conditions are met:

 

 

 

 

 

 

 

Cumulative translation adjustment gain (loss)

 

 

 

103,413

 

 

 

(37,616

)

Net position of fair value changes of the cash flow hedge

 

 

 

 

 

 

(961

)

Other comprehensive income (loss), net of tax

 

 

 

103,413

 

 

 

(38,577

)

Total comprehensive income (loss)

 

 

 

123,532

 

 

 

(45,731

)

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

Basic

17

 

 

0.11

 

 

 

(0.04

)

Diluted

17

 

 

0.11

 

 

 

(0.04

)

 

 

3


 

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

 

 

 

 

 

Ordinary shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

Notes

 

 

Number of shares

 

 

 

Amount

 

 

 

Share Premium

 

 

Treasury Shares

 

 

Other Capital Reserve

 

 

Retained Earnings

 

 

Cumulative translation adjustment

 

 

Cash flow hedge reserve

 

 

Shareholders' equity

 

Balance at September 30, 2023

 

 

 

 

182,721,369

 

 

 

 

182,721

 

 

 

 

1,894,384

 

 

 

 

 

 

65,394

 

 

 

225,976

 

 

 

32,458

 

 

 

(345

)

 

 

2,400,588

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,154

)

 

 

 

 

 

 

 

 

(7,154

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(37,616

)

 

 

(961

)

 

 

(38,577

)

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,154

)

 

 

(37,616

)

 

 

(961

)

 

 

(45,731

)

Equity-settled share-based compensation expense

18, 20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,591

 

 

 

 

 

 

 

 

 

 

 

 

3,591

 

Conversion to no par value ordinary shares

 

 

 

 

 

 

 

 

(182,721

)

 

 

 

182,721

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares re-purchased in consideration of TRA

12

 

 

 

(5,648,465

)

 

 

 

 

 

 

 

 

 

 

(355,775

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(355,775

)

Issuance of share capital, net (of total transaction costs €22.7 million)

 

 

 

 

10,752,688

 

 

 

 

 

 

 

 

447,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

447,126

 

Balance at December 31, 2023

 

 

 

 

187,825,592

 

 

 

 

 

 

 

 

2,524,231

 

 

 

(355,775

)

 

 

68,985

 

 

 

218,822

 

 

 

(5,158

)

 

 

(1,306

)

 

 

2,449,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2024

 

 

 

 

187,829,202

 

 

 

 

 

 

 

 

2,524,270

 

 

 

(355,775

)

 

 

68,920

 

 

 

417,578

 

 

 

(29,974

)

 

 

 

 

 

2,625,019

 

Net profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,119

 

 

 

 

 

 

 

 

 

20,119

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,413

 

 

 

 

 

 

103,413

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,119

 

 

 

103,413

 

 

 

 

 

 

123,532

 

Equity-settled share-based compensation expense

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

121

 

 

 

 

 

 

 

 

 

 

 

 

121

 

Balance at December 31, 2024

 

 

 

 

187,829,202

 

 

 

 

 

 

 

 

2,524,270

 

 

 

(355,775

)

 

 

69,041

 

 

 

437,697

 

 

 

73,439

 

 

 

 

 

 

2,748,672

 

 

4


 

Unaudited Interim Condensed Consolidated Statements of Cash Flows

 

Three months ended December 31,

 

 

2024

 

 

2023

 

Cash flows from operating activities

 

 

 

 

 

Net profit (loss)

 

20,119

 

 

 

(7,154

)

Adjustments to reconcile net profit to net cash flows from operating activities:

 

 

 

 

 

Depreciation and amortization

 

26,192

 

 

 

23,247

 

Loss on disposal of property, plant and equipment

 

17

 

 

 

6

 

Change in expected credit loss

 

99

 

 

 

(90

)

Finance cost, net

 

24,778

 

 

 

36,050

 

Net exchange differences

 

16,107

 

 

 

11,720

 

Non-cash operating items

 

121

 

 

 

2,389

 

Income tax expense

 

19,133

 

 

 

6,674

 

Income tax paid

 

(50,509

)

 

 

(3,841

)

MIP personal income tax paid

 

 

 

 

(11,426

)

Changes in working capital:

 

 

 

 

 

- Inventories

 

(73,254

)

 

 

(66,937

)

- Right to return assets

 

(589

)

 

 

(30

)

- Trade and other receivables

 

38,551

 

 

 

11,072

 

- Trade and other payables

 

(17,306

)

 

 

(15,937

)

- Accrued liabilities

 

(5,852

)

 

 

(15,195

)

- Other current financial liabilities

 

142

 

 

 

(6,172

)

- Other current provision

 

(6,360

)

 

 

(11,693

)

- Contract liabilities

 

2,555

 

 

 

8,223

 

- Prepayments

 

(3,993

)

 

 

(9,919

)

- Other

 

(1,596

)

 

 

3,587

 

Net cash flows used in operating activities

 

(11,645

)

 

 

(45,426

)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Interest received, net of taxes withheld

 

1,891

 

 

 

1,216

 

Purchases of property, plant and equipment

 

(14,647

)

 

 

(18,111

)

Proceeds from sale of property, plant and equipment

 

12

 

 

 

 

Purchases of intangible assets

 

(4,141

)

 

 

(488

)

Receipt of government grant

 

1,888

 

 

 

8,739

 

Net cash flows used in investing activities

 

(14,997

)

 

 

(8,644

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

IPO Proceeds, net of transaction costs

 

 

 

 

449,297

 

Repayment of loans and borrowings

 

(2,154

)

 

 

(524,514

)

Payment of transaction costs related to refinancing

 

(250

)

 

 

 

Interest paid

 

(18,252

)

 

 

(34,423

)

Payments of lease liabilities

 

(9,996

)

 

 

(8,266

)

Interest portion of lease liabilities

 

(2,332

)

 

 

(1,846

)

Net cash flows used in financing activities

 

(32,984

)

 

 

(119,752

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(59,626

)

 

 

(173,822

)

Cash and cash equivalents at beginning of period

 

355,843

 

 

 

344,408

 

Net foreign exchange difference

 

2,377

 

 

 

(1,207

)

Cash and cash equivalents at end of period

 

298,594

 

 

 

169,379

 

 

5


 

Notes to THE Unaudited INTERIM CONDENSED Consolidated Financial Statements

 

1. GENERAL INFORMATION

Organization and principal activities

Birkenstock Holding plc (as a standalone entity, the "Holding" and, together with its subsidiaries referred to herein as the “Company” or “Birkenstock”) was formed under the name of BK LC Lux Finco 2 S.à r.l. on February 19, 2021, as a limited liability company organized under Luxembourg law, with its business address at 40 Avenue Monterey, Luxembourg. The Holding’s current business address is 1-2 Berkeley Square, London W1J 6EA, UK. The Holding is registered at the Jersey Financial Services Commission under number 148522.

The Company’s immediate parent is BK LC Lux MidCo S.à r.l. (“MidCo”) and the Company’s ultimate controlling shareholder is LC9 Caledonia AIV GP, LLP (“L Catterton”).

The Company manufactures and sells footbed-based products, including sandals and closed-toe silhouettes, and other products, such as skincare and accessories, for everyday leisure and work. The Company operates in three operating segments based on its regional hubs: (1) Americas, (2) Europe, Middle East and Africa ("EMEA"), and (3) Asia-Pacific (“APAC”) (see Note 5 – Segment information for further details). The Company sells its products through two main channels: business-to-business (“B2B”) (comprising sales made to established third-party store networks), and direct-to-consumer (“DTC”) (comprising sales made on globally owned online stores via the Birkenstock.com domain and sales made in Birkenstock retail stores).

Seasonality

Revenues of our products are affected by a seasonal pattern that is driven in large part by the weather given the nature of our product mix. The seasonal nature of our business is similar across geographies and sales channels with B2B seeing an increase in revenues in the spring months, while revenues in the DTC channel increase in the summer. Between October and March, we manufacture our products for the B2B channel, and during the beginning of the calendar year, we rely on our built-up inventory for our revenue to B2B partners. Starting in April, demand for our products from the DTC channel increases. While these consumer buying patterns lead to a natural seasonality in revenue, unseasonable weather could significantly affect revenue and profitability. Our geographical breadth, customer diversity and our strategic focus on expanding certain product categories and entering new territories help to mitigate part of the effect of seasonality on results of operations.

2. BASIS OF PRESENTATION

Basis of preparation and consolidation

These interim condensed consolidated financial statements were authorized for issuance on February 20, 2025 by the Company’s board of directors.

These interim condensed consolidated financial statements as of December 31, 2024 and for the three months ended December 31, 2024 and 2023 have been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting", as issued by the International Accounting Standards Board (“IASB”). These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the fiscal year ended September 30, 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB.

These interim condensed consolidated financial statements have been prepared on a historical cost basis except for derivative financial instruments and the initial recognition of assets acquired and liabilities assumed in a business combination which are recorded at fair value.

The interim condensed consolidated financial statements comprise the financial statements of Birkenstock Holding plc and its subsidiaries. All intercompany transactions and balances have been eliminated.

All amounts have been rounded to the nearest thousand, except when otherwise indicated.

The fiscal year of the Company ends on September 30.

6


 

The companies consolidated in these interim condensed consolidated financial statements are disclosed in the notes to the annual consolidated financial statements for the fiscal year ended September 30, 2024.

Functional and presentation currency

The functional currency of each of the Company’s subsidiaries is the currency of the primary economic environment in which each entity operates. The reporting currency of the Company is the Euro.

3. SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies applied in these interim condensed consolidated financial statements are predominantly the same as those applied by the Company in its consolidated financial statements for the fiscal year ended September 30, 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

New and amended standards and interpretations adopted by the Company

The following amended standards became effective for the Company’s fiscal year beginning on October 1, 2024, but did not have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 1 – Non-current liabilities with Covenants (effective for annual periods beginning on or after January 1, 2024).
Amendments to IAS 1 – Classification of Liabilities as current or non-current (effective for annual periods beginning on or after January 1, 2024).
Amendments to IFRS 16 – Lease liability in a sale and lease back (effective for annual periods beginning on or after January 1, 2024).
Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for annual periods beginning on or after January 1, 2024).

New and amended standards and interpretations issued but not yet effective

 

The following standard amendments will be effective for the Company's fiscal year beginning October 1, 2025, or thereafter, and are not expected to have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 21 – Lack of Exchangeability (effective for annual periods beginning on or after January 1, 2025).
Amendments IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after January 1, 2026).
Annual Improvements to IFRS Accounting Standards - Volume 11 (effective for annual periods beginning on or after January 1, 2026)
IFRS 19 - Subsidiaries without Public Accountability: Disclosures which permits a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements (effective for reporting periods beginning on or after January 1, 2027 with earlier application permitted).

 

The Company is currently assessing the potential impact of the following standards:

 

Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after January 1, 2026)
IFRS 18 - Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after January 1, 2027)

4. SIGNIFICANT ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS

The preparation of Birkenstock’s consolidated financial statements in accordance with IFRS requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the interim condensed consolidated financial statements and accompanying notes. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and underlying assumptions are subject to continuous review.

7


 

In preparing the interim condensed consolidated financial statements, no significant changes in accounting estimates, assumptions and judgments have occurred compared to the significant accounting judgments, estimates and assumptions discussed in the consolidated financial statements as of and for the fiscal year ended September 30, 2024.

5. SEGMENT INFORMATION

The Company’s operating segments are reported in a manner consistent with the internal reporting provided to and regularly reviewed by the chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”) and are aligned to the geographical hubs that the Company operates in: Americas; Europe, Middle East, and Africa (“EMEA”); and Asia Pacific ("APAC").

Prior to fiscal year 2025, the Company's four operating segments were Americas, Europe, ASPA, and MEAI, which were reported as three reportable segments - Americas, Europe and APMA. During the three months ended December 31, 2024, the Company changed the structure of its internal organization to merge the Middle East and Africa regions with the Europe operating segment to create a new operating segment, EMEA, while the India region was merged with the ASPA operating segment to create the new operating segment, APAC, and therefore the MEAI operating segment ceased to exist. The change was due to the operational advantages and complementary benefits between the regions. No changes were made to the composition of the Americas operating segment. As a result, starting with fiscal year 2025, the Company has three operating as well as reportable segments - Americas, EMEA and APAC. Segment information for the three months ended December 31, 2023 has been conformed to the current period presentation.

Additionally, the Company continues to have Corporate / Other revenue and expenses, which primarily consists of non-core activities as well as other administrative costs that are not charged to the operating segments and foreign exchange gains and losses. The CODM uses the measure of adjusted EBITDA to assess operating segments’ performance to make decisions regarding the allocation of resources.

The adjustments to EBITDA relate to foreign exchange gains and losses, initial public offering ("IPO")-related costs and share-based compensation.

Assets and liabilities are neither reported nor reviewed by the CODM at the operating segment level.

 

 

 

Three months ended December 31, 2024

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

 

Corporate / Other

 

Total

Revenue

 

210,700

 

102,759

 

47,103

 

 

360,562

 

1,157

 

361,719

Adjusted EBITDA

 

66,392

 

26,791

 

14,201

 

 

107,384

 

(5,291)

 

102,093

Foreign exchange loss

 

 

 

 

 

 

 

 

 

 

 

 

(11,871)

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

90,222

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(26,192)

Finance cost, net

 

 

 

 

 

 

 

 

 

 

 

 

(24,778)

Profit before tax

 

 

 

 

 

 

 

 

 

 

 

 

39,252

 

 

 

Three months ended December 31, 2023

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

 

Corporate / Other

 

Total

Revenue

 

181,453

 

87,528

 

32,084

 

 

301,065

 

1,859

 

302,924

Adjusted EBITDA

 

51,553

 

24,466

 

10,855

 

 

86,874

 

(5,518)

 

81,356

Foreign exchange loss

 

 

 

 

 

 

 

 

 

 

 

 

(11,655)

IPO-related costs

 

 

 

 

 

 

 

 

 

 

 

 

(7,293)

Share-based compensation expenses

 

 

 

 

 

 

 

 

 

 

 

 

(3,591)

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

58,817

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(23,247)

Finance cost, net

 

 

 

 

 

 

 

 

 

 

 

 

(36,050)

Loss before tax

 

 

 

 

 

 

 

 

 

 

 

 

(480)

 

6. PROPERTY, PLANT AND EQUIPMENT

 

8


 

During the three months ended December 31, 2024 and 2023, the Company acquired property, plant and equipment with costs of 13.5 million and 16.4 million, respectively. The additions during the three months ended December 31, 2024 mainly related to investments in the production facilities in Pasewalk, Germany, and Arouca, Portugal.

7. RIGHT-OF-USE ASSETS

 

During the three months ended December 31, 2024 and 2023, the Company added right-of-use assets with costs of €18.2 million and €38.5 million, respectively. The additions during the three months ended December 31, 2024 and 2023 mainly related to warehouses and new retail stores.

8. INVENTORIES

 

 

December 31, 2024

 

 

September 30, 2024

 

Raw materials

 

 

71,836

 

 

 

61,693

 

Work in progress

 

 

56,257

 

 

 

49,398

 

Finished goods

 

 

591,481

 

 

 

513,716

 

Inventories

 

 

719,574

 

 

 

624,807

 

 

During the three months ended December 31, 2024 and 2023, inventories of 68.0 million and 54.9 million, respectively, were recognized as an expense in Cost of sales.

 

As part of the Cost of sales, write-downs of inventories during the three months ended December 31, 2024 and 2023 amounted to €3.0 million and €2.7 million, respectively.

9.
EQUITY

As of December 31, 2024 and September 30, 2024, the Company had 187,829,202 no par value ordinary shares outstanding. As of December 31, 2023, the Company had 187,825,592 no par value par value outstanding.

Capital Reorganization

Prior to the IPO, the Company completed a capital reorganization. On October 2, 2023, the Company converted its share capital, comprised of 182,721,369 ordinary shares of €1.00 par value into 182,721,369 no par value ordinary shares.

In addition, on October 10, 2023, the Company entered into the TRA with MidCo in consideration for the repurchase of 5,648,465 ordinary shares of the Company from MidCo. Please refer to Note 12 – Tax Receivable Agreement for further details on the TRA.

Initial Public Offering

On October 13, 2023, the Company closed its IPO. Birkenstock issued and sold 10,752,688 ordinary shares at an initial public offering price of $46.00. As result of the IPO, the Company had 187,825,592 no par value ordinary shares outstanding. The total proceeds from the IPO available to Birkenstock, net of underwriting discounts and commissions but before expenses, amounted to $473.6 million (€450.0 million). The underwriting commission fees for the IPO totaled €19.8 million. The deferred offering costs, which were deducted from Share Premium as part of the IPO transaction, amounted to €3.0 million. The Company used the majority of the proceeds received from the IPO, together with cash on hand, to repay €100.0 million in aggregate principal amount of the loan outstanding under the agreement with AB-Beteiligungs GmbH (the "Vendor Loan") and $450.0 million (423.8 million) in aggregate principal amount of borrowings outstanding under the USD-denominated facility under the Senior Term Facilities Agreement entered into by our subsidiary, Birkenstock Limited Partner S.à r.l., in April 2021 (the "Original US Term Loan").

Secondary Offering

On June 28, 2024, the Company completed a secondary offering of ordinary shares on behalf of MidCo ("selling shareholder") at a price of $54.00 per share. On July 3, 2024, as part of the secondary offering, the underwriters exercised their option to purchase an additional 2,100,000 ordinary shares at $54.00 per share. This resulted in the sale of 16,100,000 ordinary shares, which were held by the selling shareholder. MidCo remains the Company's controlling shareholder after the secondary offering.

9


 

The Company did not issue additional ordinary shares and did not receive any proceeds from the secondary offering. The Company incurred €1.9 million in costs associated with the secondary offering on behalf of the selling shareholder. These costs were recorded in "General and administrative expenses" during the fiscal year ended September 30, 2024.

10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments that are carried at fair value on a recurring basis in the consolidated statements of financial position:

 

 

 

 

 

 

 

Fair value

 

 

 

Level

 

Measurement

 

December 31, 2024

 

 

September 30, 2024

 

Derivative assets

 

 

 

 

 

 

31,103

 

 

 

40,713

 

Senior Note - embedded derivative

 

3

 

FVtPL

 

 

29,352

 

 

 

32,609

 

Currency derivative

 

2

 

FVtPL

 

 

1,750

 

 

 

8,104

 

Derivative liabilities

 

2

 

FVtPL

 

 

18,570

 

 

 

625

 

 

Changes in fair value of derivative assets and liabilities are recognized within the consolidated statements of profit or loss.

 

The Company does not carry any further financial instruments at fair value either on a recurring or non-recurring basis. The derivative assets and liabilities are reflected in the statements of financial position within other assets, other current assets and other financial liabilities.

 

The fair value of the redemption feature embedded in the Senior Notes is calculated using a “with-and-without” approach. The ‘with-scenario’ refers to the fair value of the Senior Notes inclusive of the redemption feature and is estimated using a binomial lattice model in a risk-neutral framework and specifically, a Black-Derman-Toy (“BDT”) model, whereas the “without-scenario” refers to the fair value exclusive of the redemption feature which is estimated through the use of a discounted cash-flow analysis ("DCF"). Both BDT and DCF models fall under the income approach. The yield volatility and credit spread are both unobservable inputs to the model. Since the note value is an observable input, the credit spread is assumed to be back solved after changing the yield volatility to match the note value. During the three months ended December 31, 2024, a €3.2 million decrease in fair value was recorded through “Finance cost, net” using 40% yield volatility and 1.07% credit spread. A 2.5% increase/decrease in yield volatility would result in a €1.3 million increase/decrease in fair value.

 

The following table presents the fair value and fair value hierarchy of the Company’s loans and borrowings carried at amortized cost:

 

(EUR in thousands)

 

Level

 

Nominal value

 

 

Carrying value

 

 

Fair value

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

*EUR Term Loan

 

2

 

 

375,000

 

 

 

375,495

 

 

 

386,340

 

*USD Term Loan

 

2

 

 

171,095

 

 

 

172,071

 

 

 

177,058

 

Vendor Loan

 

2

 

 

208,305

 

 

 

214,415

 

 

 

220,025

 

Senior Notes

 

2

 

 

428,500

 

 

 

440,678

 

 

 

445,456

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

*EUR Term Loan

 

2

 

 

375,000

 

 

 

375,905

 

 

 

396,560

 

*USD Term Loan

 

2

 

 

160,772

 

 

 

159,870

 

 

 

169,363

 

Vendor Loan

 

2

 

 

208,305

 

 

 

212,121

 

 

 

216,322

 

Senior Notes

 

2

 

 

428,500

 

 

 

446,739

 

 

 

449,533

 

*The New EUR Term Loan and New USD Term Loan, as defined in the Form 20-F for the year ended September 30, 2024, are referred to as the EUR Term Loan and USD Term Loan, respectively, throughout these condensed consolidated interim financial statements.

 

The following table presents the fair value and fair value hierarchy of the Company's Tax Receivable Liability carried at amortized cost:

 

10


 

 

 

Level

 

Carrying value

 

Fair value

December 31, 2024

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

377,331

 

383,207

 

 

 

 

 

 

 

September 30, 2024

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

359,890

 

382,619

 

There were no transfers between levels during any reporting period.

 

There were also no changes in the Company’s valuation processes, valuation techniques and types of inputs used in the fair value measurements during the reporting period.

 

Financial risk management

 

The Company has exposure to credit risk, liquidity risk and market risk. The interim condensed consolidated financial statements do not include all financial risk information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual financial statements for the fiscal year ended September 30, 2024.

 

Capital management

 

The board of directors of the Company monitors the Company’s capital management on a regular basis. The Company continually assesses the adequacy of the Company’s capital structure and capacity and adjusts within the context of the Company’s strategy, economic conditions, and risk characteristics of the business.

11. LOANS AND BORROWINGS

The Company has the following principal and interest payable amounts outstanding for loans and borrowings:

 

(EUR in thousands)

 

Year of maturity

 

December 31, 2024

 

 

September 30, 2024

 

Non-current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

2029

 

 

162,699

 

 

 

152,883

 

Vendor Loan

 

2029

 

 

208,305

 

 

 

208,305

 

Senior Notes

 

2029

 

 

428,500

 

 

 

428,500

 

 

 

 

 

1,174,504

 

 

 

1,164,688

 

Senior Note embedded derivative

 

 

 

 

28,638

 

 

 

28,638

 

Less: amortization under the effective interest method

 

 

 

 

(23,692

)

 

 

(23,361

)

 

 

 

 

1,179,450

 

 

 

1,169,965

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan - interest payable

 

N/A

 

 

3,046

 

 

 

3,591

 

USD Term Loan - current portion

 

2029

 

 

8,396

 

 

 

7,890

 

USD Term Loan - interest payable

 

N/A

 

 

1,909

 

 

 

 

Vendor Loan - interest payable

 

N/A

 

 

6,110

 

 

 

3,816

 

Senior Notes - interest payable

 

N/A

 

 

3,749

 

 

 

9,373

 

 

 

 

 

 

23,210

 

 

 

24,670

 

The Revolving Credit Facility ("RCF") remains undrawn as of December 31, 2024. Please refer to Note 21 – Subsequent events for further information on the utilization of the RCF.

 

12. TAX RECEIVABLE AGREEMENT

 

11


 

On October 10, 2023, the Holding entered into the Tax Receivable Agreement with MidCo (together with its permitted successors and assignees' shareholders, the "TRA Participants"). Pursuant to the TRA, the Company must make certain tax benefit payments (which are to be paid in cash in USD) to MidCo as consideration for the Company’s repurchase of 5,648,465 of its ordinary shares from MidCo (please refer to Note 15 - Equity). The TRA requires the Company to make payments to the TRA Participants equal to 85% of certain tax savings (or expected tax savings) in respect of certain tax benefits resulting from the Transaction or that were otherwise available to the Company as of the date of the IPO. Under the TRA, the Company will retain the benefit of the remaining 15% of the applicable tax savings. The timing of payments under the TRA will vary depending upon a number of factors, including the amount, character and timing of the Company's taxable income in the future.

 

As of October 10, 2023, the future payments expected to be made under the TRA totaled approximately $239.4 million for the USD tranche and €298.9 million for the EUR tranche over the upcoming 12 years (equaling the approximate undiscounted TRA payments). The fair value (level 3 Fair Value assessment) of the liability for these future payments was determined to be €355.8 million as of October 10, 2023. At inception the fair value was calculated based on expected cash flows with an assumption regarding expected tax payments denominated in USD and EUR as well as discounting to a present value using the original discount value. As the fair value is not less than the amount payable on demand and the TRA could have been terminated at inception, the fair value was determined under the assumption of an early termination. The fair value at inception, together with the respective expected cash flows, determined an effective interest rate for the USD and an effective interest rate for the EUR tranche.

 

Payments under the TRA are expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce taxes paid to a tax authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the future taxable income, changes in tax legislation or tax rates, or other factors that may impact the Company’s tax savings will be reflected in "Finance cost, net", in the consolidated statements of comprehensive income in the period in which the change occurs.

 

Subsequent to its inception, the TRA is measured at amortized cost taking into consideration the current expected cash flows from the USD tranche as well as EUR tranche and the original effective interest rate. The liability is discounted via the effective interest method and the expenses are recognized within "Finance cost, net." The TRA requires payments to be made in USD and for the EUR tranche to be translated to USD at a spot rate determinable on the date of filing the US tax return for the respective fiscal year. At the end of each reporting period, the TRA liability is remeasured from USD to the Company's functional currency, EUR, for both the USD cash flow tranche and any EUR cash flow tranche that has since been translated into USD under the terms of the agreement. The resulting foreign exchange gain or loss is recognized in the statements of comprehensive income (loss).

 

During the preparation of the Company’s financial statements for the year ended September 30, 2024, the Company identified an inaccurate initial computation of the Tax Receivable Agreement. As a result, Treasury shares and the corresponding TRA liability were stated as €343.6 million and should have been €355.8 million as at October 10, 2023. This was corrected in the Company’s financial statements for the year ended September 30, 2024. The Company has corrected the previously reported Treasury shares balance as at December 31, 2023, in these condensed consolidated interim financial statements. The Company evaluated the quantitative and qualitative effect to the consolidated statements of comprehensive income and deemed it to be immaterial.

 

The total balance of the TRA liability as of December 31, 2024 amounted to €377.3 million, €16.7 million of which is classified as current. The total balance of the TRA liability as of September 30, 2024 amounted to €359.9 million, €15.3 million of which was classified as current.

13. GOVERNMENT GRANT

During fiscal year 2023, the Company was awarded a government grant by the state of Mecklenburg-Vorpommern, amounting up to €11.3 million, conditional on the investment in a production facility and the creation of 400 permanent jobs in Pasewalk, Germany. The grant is recognized as deferred income and is released to the statement of comprehensive income over the useful life of the respective assets. €8.7 million of cash from the state Mecklenburg-Vorpommern was received during the year ended September 30, 2024 and €1.9 million of cash was received during the three months ended December 31, 2024. Both cash receipts were recorded as a reduction of the Other financial assets.

12


 

14. REVENUE FROM CONTRACTS WITH CUSTOMERS

For disaggregation of revenue by geography refer to Note 5 – Segment information. Disaggregation of revenue by sales channels was as follows:

 

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

B2B

 

 

182,045

 

 

 

140,410

 

DTC

 

 

178,517

 

 

 

160,655

 

Other

 

 

1,157

 

 

 

1,859

 

Revenue

 

 

361,719

 

 

 

302,924

 

 

Our B2B and DTC channels generate revenue across each of our reportable segments. In our Americas and EMEA reportable segments, the distribution between B2B and DTC revenue approximates the distribution for the consolidated group on a full year basis. Due to the seasonality of the business, as of December 31, 2024, the distribution in the Americas reportable segment has a stronger share in DTC than B2B.

15. OPERATING EXPENSES

The following summarizes the depreciation, amortization, personnel costs, and impairment recognized in operating expenses during the three months ended December 31, 2024 and 2023:

 

 

 

Three months ended December 31,

 

 

2024

 

2023*

Cost of sales

 

(6,546)

 

(4,769)

Selling and distribution expenses

 

(10,125)

 

(7,966)

General and administrative expenses

 

(2,447)

 

(3,435)

Total depreciation

 

(19,118)

 

(16,170)

 

 

 

 

 

Cost of sales

 

(54)

 

(147)

Selling and distribution expenses

 

(6,751)

 

(6,713)

General and administrative expenses

 

(170)

 

(216)

Total amortization

 

(6,975)

 

(7,076)

 

 

 

 

 

Cost of sales

 

(53,118)

 

(43,318)

Selling and distribution expenses

 

(26,330)

 

(21,034)

General and administrative expenses

 

(12,739)

 

(13,978)

Total personnel costs

 

(92,187)

 

(78,330)

 

 

 

 

 

Selling and distribution expenses

 

(99)

 

-

Total impairment

 

(99)

 

-

*Figures for the three months ended December 31, 2023 have been conformed to the current period presentation.

 

Additionally, Selling and distribution expenses predominantly consists of selling and marketing expenses and logistics expenses. Selling and marketing expenses were 34.5 million and 29.2 million during the three months ended December 31, 2024 and 2023, respectively. Logistic expenses were 31.1 million and 29.7 million during the three months ended December 31, 2024 and 2023, respectively.

 

13


 

16. INCOME TAX

The Company determined the reporting period's income tax expense based on an estimate of the annual effective income tax rate in the respective countries applied to the pre-tax result before the tax effect of any discrete items of this reporting period. The components of income tax expenses are as follows:

 

 

 

Three months ended December 31,

(In thousands of Euros)

 

2024

 

2023

Current income taxes

 

(19,976)

 

(4,610)

Deferred income taxes

 

843

 

(2,064)

Income tax expense

 

(19,133)

 

(6,674)

The Company estimates the income tax rate for the fiscal year ending September 30, 2025 will be 34%, compared to 35% for the fiscal year ended September 30, 2024.

The Company has applied the mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities arising from Pillar Two income taxes. The Company has reviewed its corporate structure in the light of the introduction of the Pillar Two Model Rules in various jurisdictions. Since the Company's effective tax rate is above 15% in the jurisdictions in which it operates, it has determined that it is not subject to Pillar Two "top-up" taxes. Therefore, the consolidated financial statements do not include information required by paragraphs 88A-88D of IAS12.

17. EARNINGS PER SHARE

Basic and diluted earnings per share is calculated by dividing net profit (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the reporting period.

The calculation of earnings per share is as follows:

 

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Weighted number of outstanding shares

 

 

187,829,202

 

 

 

186,920,154

 

Number of shares with dilutive effects

 

 

189

 

 

 

 

Weighted number of outstanding shares (diluted)

 

 

187,829,391

 

 

 

186,920,154

 

 

 

 

 

 

 

 

Profit (loss) attributable to ordinary shareholders

 

 

20,119

 

 

 

(7,154

)

Basic

 

 

0.11

 

 

 

(0.04

)

Diluted

 

 

0.11

 

 

 

(0.04

)

 

18.
SHARE-BASED COMPENSATION

Selected senior executives of Birkenstock management were given an opportunity to participate in the MIP of MidCo and to indirectly invest in MidCo by purchasing a partial limited partnership interest in, and becoming a limited partner of, BK LC Manco GmbH & Co. KG, a German limited partnership, which holds certain ordinary shares in MidCo, a Luxembourg limited liability company, which is the immediate parent of Birkenstock.

In March 2023, awards for 1,197,100 shares of BK LC Manco GmbH & Co. KG were granted in five separate tranches each representing 20% of the shares. The MIP is accounted for as equity-settled share-based payment transaction in scope of IFRS 2. The vesting periods are up to four years, with 20% of the awards vesting after each year of service provided. The last 20% vests only with an occurrence of an exit. As of the grant date, the Company deemed it more likely than not that an exit event would occur more than 12 months after the grant. Therefore, for the first 20% tranche, the occurrence of an exit event was accounted for as a market condition and was included in the grant date fair value of the awards. For the remaining tranches, the occurrence of an exit event was accounted for as a non-market vesting condition. The Company has considered several scenarios for the timing of the exit event and assigned appropriate probabilities to them.

The weighted average fair value of the awards granted under the MIP was €57.57.

The fair value at grant date was estimated using a DCF model and then a Black-Scholes option pricing model, weighted for the assigned probability of each exit event date scenario. The model takes into account, among other things, a

14


 

self-investment as well as the potential development of Birkenstock's ordinary redeemable share price. The historical volatility was derived from a peer group. The ordinary redeemable share price of €72.23 was determined based on the following assumptions:

 

 

Grant date
March 10, 2023

 

Average revenue growth rates (2023-2027) (%)

 

16.5

%

Average EBITDA margin (2023-2027) (%)

 

31.0

%

Terminal growth rate (2023-2027) (%)

 

1.5

%

After-tax discount rate (%)

 

9.9

%

Average capital expenditure investments

85.8million

 

Dividend yield (%)

 

0.0

%

Expected volatility (%)

 

34.4

%

Expected time period (years) (weighted average of the assumed exit event date scenarios)

1.1

 

Risk free interest rate (%) (weighted average of the assumed exit event date scenarios)

 

3.2

%

 

If an exit event of the Company, which is defined as initial public offering or sale, takes place during the vesting period, the entire award is immediately fully vested. Accordingly, the vesting period was variable and was subject to re-estimation each reporting date, based on expected timing of an exit event.

 

As the Company closed its IPO on October 13, 2023, the entire award fully vested during the three months ended December 31, 2023 and the Company recognized €0.5 million and €3.2 million of share-based compensation expenses related to the MIP in "Selling and distribution expenses" and "General and administrative expenses", respectively.

19. COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of its business, the Company enters into purchase obligations related to property, plant and equipment and intangible assets that do not meet the criteria for recognition as at period-end as the asset has not been received and/or costs have not been incurred. The Company also enters into certain lease contracts for buildings, equipment, and vehicles, which do not meet the criteria for recognition as a lease liability as at each period-end.

The aggregated commitments as of December 31, 2024 and September 30, 2024 is as follows:

 

December 31, 2024

 

September 30, 2024

Purchase commitments

26,930

 

25,778

Lease payments*

10,187

 

13,598

Total

37,117

 

39,376

*Relates to leases not yet commenced to which the Company is committed via signed contracts.

Contingencies

The Company is defending an action brought by a French distributor as a result of the termination of a business relationship. The plaintiff's initial claim amounted to €94.7 million. On January 25, 2024, the commercial court of Nancy, France, delivered its ruling in favor of the Company. The plaintiff appealed against the decision of the commercial court of Nancy on March 14, 2024 and filed their briefing and claim with the Paris Court of Appeal on June 14, 2024. The Company filed its briefing in response on November 12, 2024. The plaintiff reduced some of its claims but also introduced a new claim. In appeal, their claims total approximately €41.6 million. This change is mainly because the plaintiff made no claim in the appeal regarding the alleged loss of clientele. The Company has recognized a provision for management’s best estimate of probable cash outflow.

20. RELATED PARTY

In the course of the Company’s ordinary business activities, the Company enters into related party transactions with its shareholders and key management personnel.

Parent and ultimate controlling party

15


 

The ultimate controlling party of the Company is L Catterton.

Transactions with key management personnel

Key management compensation

Key management personnel for the periods presented consisted of our Chief Executive Officer, Chief Financial Officer, Chief Communications Officer, Chief Legal Officer, Chief Product Officer, Chief Sales Officer, Chief Technical Operations Officer, President EMEA, President Americas and the board of directors.

Key management compensation is comprised of the following:

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Short-term employee benefits

 

 

4,283

 

 

 

3,937

 

Long-term employee benefits

 

 

111

 

 

 

 

Post-employment benefits

 

 

239

 

 

 

278

 

Share-based compensation

 

 

121

 

 

 

2,952

 

Total

 

 

4,754

 

 

 

7,167

 

During the three months ended December 31, 2024 and 2023, director compensation amounted to €0.1 million. This includes the annual grant of restricted share units ("RSUs") to certain non-employee directors with a grant date value of €0.1 million. During the three months ended December 31, 2024 and 2023, the Company incurred €0.1 million in RSU related expenses.

Key management personnel transactions

The Company maintains a long-term business relationship related to the production of advertising content with a model agency, owned by a family member of our Chief Executive Officer. During the three months ended December 31, 2024, the Company incurred marketing expenses in the amount of €0.1 million. No marketing expenses were incurred during the three months ended December 31, 2023.

The Company leased administrative buildings from Ockenfels Group GmbH & Co. KG (“Ockenfels”), an entity managed by our Chief Executive Officer and controlled by AB-Beteiligungs GmbH and CB Beteiligungs GmbH & Co. KG, (collectively, the "Predecessor Shareholders") and made lease payments in the amount of €0.1 million during the three months ended December 31, 2024 and 2023. The lease liability amounted to €1.2 million and €1.3 million as of December 31, 2024 and September 30, 2024, respectively. The corresponding right-of-use assets amounted to €1.1 million and €1.2 million as of December 31, 2024 and September 30, 2024, respectively. Additionally, as of December 31, 2024 and September 30, 2024, the Company also had payables due to Ockenfels in the amount of €2.0 million and €1.8 million, respectively, relating to taxes from activities prior to the Transaction, which was received on behalf of the Predecessor Shareholders

As of December 31, 2024 and September 30, 2024, the Company had outstanding receivables of €9.8 million due from Ockenfels, predominantly relating to trade and value added taxes in connection with the Transaction in 2021 and to be reimbursed by Ockenfels in accordance with the agreements governing the Transaction.

Other related party transactions

Transactions with other related parties primarily consisted of consulting fees for management services provided by and expenses reimbursed to L Catterton Management Company LLC and related entities controlled by the shareholders of the Company. The Company incurred €0.1 million in consulting fees and cost reimbursement expenses during the three months ended December 31, 2024 and 2023. Additionally, the Company recognized sales of €0.1 million during the three months ended December 31, 2024 and 2023.

As of December 31, 2024, the Company has a lease liability of €0.1 million owed to CB Beteiligungs GmbH & Co. KG. As of September 30, 2024, the lease liability amounted to €0.2 million. The corresponding right-of-use asset amounted to €0.1 million and €0.2 million as of December 31, 2024 and September 30, 2024, respectively.

As described in Note 12 - Tax Receivable Agreement, in October 2023 the Company entered into the TRA with the pre-IPO shareholder MidCo. There were no payments made under the TRA during the three months ended December 31, 2024 and

16


 

2023. The outstanding balance of the TRA liability as of December 31, 2024 was €377.3 million and €359.9 million as of September 30, 2024.

21. Subsequent Events

On January 13, 2025, €10.0 million of the €225.0 million Revolving Credit Facility (RCF) was separated to a new Ancillary Facility to be used for guarantees. As a result, €215.0 million of the RCF is now available to be drawn.

 

Ivica Krolo was appointed as Chief Financial Officer of the Company's operating business effective from February 1, 2025. He succeeded Dr. Erik Massmann, who stepped down from his duties as of January 31, 2025. Following mutual agreement, Mark Jensen departed from his position as Chief Technical Operations Officer of the Company's operating business as of January 31, 2025.

17


 

ITEM 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 unaudited interim condensed consolidated financial statements and the related notes to those statements included in Item 1 of this Report on Form 6-K (the "Report"). We also recommend that you read our 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 September 30, 2024 as filed with the SEC on December 18, 2024 (the "Annual Report"). As discussed in the section titled "F. Cautionary Statement 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.

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.

A. OPERATING RESULTS

Overview

BIRKENSTOCK is a revered global brand rooted in function, quality and tradition dating back to 1774. We are guided by a simple, yet fundamental insight: human beings are intended to walk barefoot on natural, yielding ground, a concept we refer to as “Naturgewolltes Gehen.” Our purpose is to empower all people to walk as intended by nature. The legendary BIRKENSTOCK footbed represents the best alternative to walking barefoot, encouraging proper foot health by evenly distributing weight and reducing pressure points and friction. We believe our function-first approach is universally relevant; all humans — anywhere and everywhere — deserve to walk in our footbed.

We primarily generate revenue through the sale of footbed-based products from our broad portfolio of over 700 silhouettes, anchored by our iconic Core Silhouettes, the Madrid, Arizona, Boston, Gizeh and Mayari. We engineer and produce 100% of our products in the EU through our vertically integrated manufacturing operations, thereby ensuring each pair sold meets our rigorous quality standards. Our materials and components are primarily sourced from suppliers in Europe and considered to be processed under the highest environmental and social standards in the industry.

Our strongest, most developed segments are the Americas and EMEA, which represented 58% and 28% of revenue, respectively, for the three months ended December 31, 2024. Our APAC segment has demonstrated considerable growth potential, which has not been fully realized historically due to the finite nature of our product supply as a result of limited production capacities, and our deliberate decisions to prioritize the Americas and EMEA segments.

We optimize growth and profitability through a multi-channel DTC and B2B distribution strategy that we refer to as engineered distribution. We operate our channels synergistically, seeking to grow both simultaneously. We utilize the B2B channel to facilitate brand accessibility while steering consumers to our DTC channel, which offers our complete product range and access to our most desired and unique silhouettes. Across both channels, we execute a strategic allocation and product segmentation process, often down to the single door level, to ensure we sell the right product in the right channel at the right price point. This approach is centered on the strategic calibration of our average selling price ("ASP") and employs key levers such as the expansion of our DTC channel, market conversions from third-party distributors, optimization of our wholesale partner network, increased overall share of premium products and strategic pricing. This process allows us to manage the finite nature of our production capacity with a rigorous focus on control of our brand image and profitability. As a result, we drive top-line growth and margins, prevent brand dilution and deepen our connection to consumers.

Our DTC footprint promotes direct consumer relationships and provides access to BIRKENSTOCK in its purest form. Our DTC channel enables us to express our brand identity, engage directly with our global fan base, capture real-time data on customer behavior and provide consumers with unique product access to our most distinctive styles. Additionally, our high levels of organic demand creation, together with higher ASPs, support consistently attractive profitability in the DTC channel.

18


 

Our wholesale strategy is defined by intentionality in partner selection and identifying the best partners in each segment and price point. We segment our wholesale product line availability into specific retailer quality tiers, ensuring we allocate the right product to the right channel for the right consumer. For example, we limit access to our premium 1774 and certain collaboration products to a curated group of brand partners. To a great extent, growth is driven by existing doors, as our partners expand the breadth and depth of their BIRKENSTOCK offerings. New doors are primarily in expansionary categories and niche sectors, such as professional, outdoor, children's, and sporting goods retailers.

For our wholesale partners, we are a “must carry” brand based on the enthusiasm with which our consumers pursue our products, as evidenced by our brand consistently being amongst the top performers in our core categories at most of our retail partners. We generate significantly more demand from existing and prospective wholesale customers than we can supply, putting us in an enviable position where we can create scarcity in the market and obtain favorable economic terms on wholesale distribution. The early placement of wholesale orders effectively determines sales to the end-consumer approximately six months in advance and aids in our production planning and allocation. In addition, sell-through transparency from important wholesalers provides real-time insight into the overall market and inventory dynamics.

Key Financial Highlights

Key highlights for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 include:

Revenue of €361.7 million, an increase of 19% on a reported basis and constant currency basis
Strong double-digit revenue growth across all segments including 16% in the Americas, 17% in EMEA and 47% in APAC in reported and constant currency
B2B revenue growth of 30% in reported and constant currency
DTC revenue growth of 11% on a reported basis and 10% in constant currency
Gross profit margin of 60.3%, down 70 basis points from 61.0% in the first quarter of 2024 primarily due to the increase in B2B share relative to a year ago
Net profit of €20.1 million, up from a Net loss of €7.2 million; EPS of €0.11, up from €(0.04)
Adjusted net profit of €33.3 million, up 99% from €16.7 million; Adjusted EPS of €0.18, up 100% from €0.09
Adjusted EBITDA of €102.1 million, up 25% year-over-year; Adjusted EBITDA margin of 28.2%,up 130 basis points from 26.9% a year ago
Cash flows used in operating activities of €11.6 million, improved from €45.4 million a year ago

 

Non-IFRS Financial Measures

We report our financial results in accordance with IFRS; however, management believes that certain non-IFRS financial measures provide useful information in measuring the operating performance and financial condition of the Company and therefore uses them to make decisions. Management believes this information presents helpful comparisons of financial performance between periods by excluding the effect of certain non-recurring items.

We use non-IFRS financial measures, such as constant currency revenue, constant currency revenue growth, adjusted EBITDA, adjusted EBITDA margin, adjusted net profit (loss), adjusted net profit (loss) margin and adjusted basic / diluted earnings (loss) per share to supplement financial information presented in accordance with IFRS. We believe that excluding certain items from our IFRS results allows management to better understand our consolidated financial performance from period-to-period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare IFRS-based financial measures. Moreover, we believe these non-IFRS financial measures provide our stakeholders with useful information to help them evaluate our operating

19


 

results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons.

These measures do not have a standardized meaning prescribed by IFRS and therefore they may not be comparable to similarly titled measures presented by other companies, and they should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS.

Constant Currency Revenue and Constant Currency Revenue Growth

 

Three months ended December 31,

 

(In thousands of Euros, unless otherwise stated)

2024

 

2023

 

Revenue

 

361,719

 

 

302,924

 

Revenue, constant currency

 

360,338

 

 

313,576

 

Revenue growth, constant currency

 

19

%

 

26

%

 

Our reporting currency is the Euro, and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. The majority of non-Euro transactions are denominated in USD.

The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons, which in turn are used in financial and operational decision-making. By viewing our results of operations on a constant currency basis, the effects of foreign currency volatility, which is not indicative of our actual results of operations, are eliminated, enhancing the ability to understand our operating performance.

Constant currency information compares results between periods as if exchange rates had remained constant. We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements and use them to determine constant currency revenue growth on a comparative basis. Constant currency revenue is calculated by translating the current period foreign currency revenue using the prior period exchange rate. Constant currency revenue growth is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates. For example, USD-denominated constant currency revenue for the three months ended December 31, 2024 and the three months ended December 31, 2023 was calculated using the exchange rate of $1.07 to €1 and $1.08 to €1, respectively.

Reconciliation of Revenue to Constant Currency Revenue

The table below presents a reconciliation of constant currency revenue to the most comparable IFRS measure, revenue, for the periods presented.

 

Three months ended December 31,

 

(In thousands of Euros)

2024

 

2023

 

Revenue

 

361,719

 

 

302,924

 

Add (Less):

 

 

 

 

U.S. Dollar impact

 

(1,066

)

 

8,740

 

Canadian Dollar impact

 

250

 

 

626

 

Other

 

(565

)

 

1,287

 

Constant currency revenue

 

360,338

 

 

313,576

 

 

20


 

 

 

Three months ended December 31,

 

 

Constant Currency Growth [%]

(In thousands of Euros)

2024

2023

 

Growth [%]

 

 B2B

182,045

140,410

 

30%

30%

 DTC

178,517

160,655

 

11%

10%

 Corporate / Other

1,157

1,859

 

(38)%

(38)%

 Revenue

361,719

302,924

 

19%

19%

 Americas

210,700

181,453

 

16%

16%

 EMEA

102,759

87,528

 

17%

17%

 APAC

47,102

32,084

 

47%

47%

 Corporate / Other

1,157

1,859

 

(38)%

(38)%

 Revenue

361,719

302,924

 

19%

19%

Adjusted EBITDA and Adjusted EBITDA Margin

 

Three months ended December 31,

 

(In thousands of Euros, unless otherwise stated)

2024

 

2023

 

Adjusted EBITDA

 

102,093

 

 

81,356

 

Adjusted EBITDA margin

 

28.2

%

 

26.9

%

Adjusted EBITDA is defined as net profit for the period adjusted for income tax expense, finance cost net, depreciation and amortization, further adjusted for the effect of events such as:

Share-based compensation expenses relating to the management investment plan;
IPO-related costs consisting of consulting as well as legal fees;
Costs associated with the secondary offering on behalf of the selling shareholder, with no cost incurred in the three months ended December 31, 2024 and 2023; and
Realized and unrealized foreign exchange gain (loss).

Reconciliation of Net Profit to Adjusted EBITDA

The table below presents a reconciliation of net profit to Adjusted EBITDA for the periods presented:

 

Three months ended December 31,

 

(In thousands of Euros)

2024

 

2023

 

Net profit (loss)

 

20,119

 

 

(7,154

)

Add:

 

 

 

 

Income tax expense

 

19,133

 

 

6,674

 

Finance cost, net

 

24,778

 

 

36,050

 

Depreciation and amortization

 

26,192

 

 

23,247

 

EBITDA

 

90,222

 

 

58,817

 

Add Adjustments:

 

 

 

 

Share-based compensation expenses(1)

 

 

 

3,591

 

IPO-related costs(2)

 

 

 

7,294

 

Secondary offering related costs(3)

 

 

 

 

Realized and unrealized FX loss(4)

 

11,871

 

 

11,655

 

Adjusted EBITDA

 

102,093

 

 

81,356

 

 

(1)
Represents share-based compensation expenses relating to the management investment plan.
(2)
Represents IPO-related costs, which include consulting as well as legal fees.
(3)
Represents costs associated with the secondary offering on behalf of the selling shareholder. The secondary offering was completed on June 28, 2024, with no cost incurred in the three months ended December 31, 2024 and 2023.
(4)
Represents the primarily non-cash impact of foreign exchange rates within profit (loss). We do not consider these gains and losses representative of operating performance of the business because they are primarily driven by fluctuations in the USD to Euro foreign exchange rate on intercompany receivables for inventory and intercompany loans.

21


 

Adjusted Net Profit and Adjusted Net Profit Margin

 

Three months ended December 31,

 

(In thousands of Euros, unless otherwise stated)

2024

 

2023

 

Adjusted net profit

 

33,265

 

 

16,714

 

Adjusted net profit margin

 

9.2

%

 

5.5

%

 

We define adjusted net profit as net profit for the period adjusted for share-based compensation, IPO-related costs, realized and unrealized foreign exchange gain (loss), the release of capitalized transaction costs and the respective income tax effects as applicable. Adjusted net profit margin is defined as adjusted net profit for the period divided by revenue for the same period.

Reconciliation of Net Profit to Adjusted Net Profit

The table below presents a reconciliation of net profit to Adjusted net profit for the periods presented:

 

Three months ended December 31,

 

(In thousands of Euros)

2024

 

2023

 

Net profit (loss)

 

20,119

 

 

(7,154

)

Add (Less) Adjustments:

 

 

 

 

Share-based compensation expenses(1)

 

 

 

3,591

 

IPO-related costs(2)

 

 

 

7,294

 

Secondary offering related costs(3)

 

 

 

 

Realized and unrealized FX loss(4)

 

11,871

 

 

11,655

 

Release of capitalized transaction costs(5)

 

 

 

10,548

 

Tax adjustment(6)

 

1,275

 

 

(9,219

)

Adjusted net profit

 

33,265

 

 

16,714

 

 

(1)
Represents share-based compensation expenses relating to the management investment plan.
(2)
Represents IPO-related costs, which include consulting as well as legal fees.
(3)
Represents costs associated with the secondary offering on behalf of the selling shareholder. The secondary offering was completed on June 28, 2024, with no cost incurred in the three months ended December 31, 2024 and 2023.
(4)
Represents the primarily non-cash impact of foreign exchange rates within profit (loss). We do not consider these gains and losses representative of operating performance of the business because they are primarily driven by fluctuations in the USD to Euro foreign exchange rate on intercompany receivables for inventory and intercompany loans.
(5)
Represents the effect of reversing capitalized transaction costs of the Original USD Term Loan B due to its early repayment of USD 450 million in the three months ended December 31, 2024 and the subsequent impact on finance costs.
(6)
Represents income tax effects for the adjustments as outlined above, except for unrealized foreign exchange gain (loss) and share-based compensation expenses since these have not been treated as tax deductible in the initial tax calculation.

Adjusted Basic / Diluted Earnings Per Share

 

Three months ended December 31,

(In Euros)

2024

2023

Adjusted earnings per share (EPS)

 

 

Basic

0.18

0.09

Diluted

0.18

0.09

 

We define adjusted earnings per share as adjusted net profit for the period divided by the weighted number of shares outstanding.

22


 

Reconciliation of Net Profit to Adjusted Earnings per share

The table below presents a reconciliation of adjusted earnings per share to the most comparable IFRS measure, net profit, for the periods presented:

(In thousands of Euros, except share and per share information)

Three months ended December 31,

 

2024

2023

Net profit (loss)

20,119

(7,154)

Adjusted net profit(1)

33,265

16,714

Weighted number of outstanding shares

187,829,202

186,920,154

Weighted number of outstanding shares (diluted)

187,829,391

186,920,154

Adjusted earnings per share (EPS)

 

 

Basic

0.18

0.09

Diluted

0.18

0.09

 

(1)
See "Reconciliation of Net Profit to Adjusted Net Profit" above for a reconciliation of adjusted net profit to net profit.

Net Debt and Net Leverage

We define net debt as the sum of loans and borrowings (non-current), the current portion of the USD Term Loan, current and non-current Lease liabilities, reduced by the amount of cash and cash equivalents.

Net leverage is defined as a ratio of net debt over adjusted EBITDA for the last twelve months (LTM). Net leverage slightly increased to 1.9x as of December 31, 2024 compared to 1.8x as of September 30, 2024, mainly driven by typical cash seasonality in the first quarter of the fiscal year.

Reconciliation of Net Debt and Net Leverage

The table below presents a reconciliation of net debt and net leverage to loans and borrowings (non-current) for the periods presented:

 

December 31,

September 30,

(In thousands of Euros, unless otherwise stated)

2024

2024

 Loans and borrowings (Non-current)

1,179,450

1,169,965

 USD Term Loan - current portion

8,396

7,890

 Lease liabilities (Non-current)

149,380

143,199

 Lease liabilities (Current)

42,284

40,874

 Cash and cash equivalents

(298,594)

(355,843)

 Net debt

1,080,916

1,006,085

 Adjusted EBITDA (LTM)

575,692

554,955

 Net leverage

1.9x

1.8x

Segments

Our three reportable segments align with our geographic operational hubs: the Americas, EMEA, and APAC as described above, which contributed 58%, 28%, and 13% of revenue, respectively, for the three months ended December 31, 2024 as compared to 60%, 29%, and 11% of revenue, respectively, for the three months ended December 31, 2023. The Americas segment includes, among other markets, the United States, Brazil, Canada and Mexico. The United States is our largest and most important market in the Americas segment. The EMEA segment includes, among others, the key markets of Germany, France and the UK. Germany, the country of our primary operations and where the BIRKENSTOCK brand originated, accounts for the largest percentage of revenue in EMEA. The largest markets in the APAC segment include Australia, Japan, China and India.

Revenue and costs not directly managed nor allocated to the geographic operational hubs are recorded in Corporate/Other. Corporate/Other immaterially contributed to our revenue during the three months ended December 31, 2024 and December 31, 2023.

23


 

Components of our Results of Operations

Revenue

Revenue is primarily recognized from the sale of our products, including sandals, closed-toe silhouettes and other products, such as care essentials and accessories.

We are currently distributing across three reporting segments: Americas, EMEA and APAC. Within each segment, we manage a multi-channel distribution strategy, divided between our DTC and B2B channels. Both channels are important to our strategy and provide differentiated economic benefits and insights.

B2B revenue is recognized when control of the goods has been transferred, depending on the agreement with the customer. Following the transfer of control, the customer has the responsibility to sell the goods and bears the risks of obsolescence and loss in relation to the goods.

DTC channel revenue is recognized when control of the goods has been transferred, either upon delivery to e-commerce consumers or at the point of sale in retail stores. Payment of the transaction price is due immediately when the consumer purchases the goods. When the control of goods has transferred, a refund liability recorded in other current financial liabilities and a corresponding adjustment to revenue is recognized for those products expected to be returned. The Company has a right to recover the product when consumers exercise their right of return, which results in recognizing a right to return goods asset included in other current assets and a corresponding reduction to cost of sales.

Other revenue is comprised of revenue not directly allocated to the geographical operating segments, as well as revenue generated by non-product categories. These categories primarily include license revenue from fees paid to us by our licensees in exchange for the use of our trademarks on their products (mainly our sleep systems business). In addition, other revenue consists of revenue from real estate rentals and the sale of recyclable scrap materials from the production process.

Cost of sales

Cost of sales is comprised primarily of five types of expenditures: (i) raw materials, (ii) consumables and supplies, (iii) purchased merchandise, (iv) personnel costs, including temporary personnel services, and (v) overhead costs for the production sites. Freight charges for transfer of work-in-progress inventory between production plants, logistical centers and warehouses as well as inbound freight for raw materials are also included in cost of sales. Cost of sales reflect the portion of costs which correspond to the units sold in a given period.

Gross profit and gross profit margin

Gross profit is revenue less cost of sales and gross profit margin measures our gross profit as a percentage of revenue.

Selling and distribution expenses

Selling and distribution expenses are comprised of our selling, marketing, product innovation and supply chain costs. These expenses are incurred to support and expand our wholesale partner relationships, grow brand awareness and deliver our products to B2B partners, e-commerce consumers and retail stores. These expenses include personnel expenses for sales representatives, processing fees in the DTC channel and depreciation and amortization expenses for store leases, customer relationships and other intangible assets.

Selling costs generally correlate with revenue recognition timing and, therefore, experience similar seasonal trends to revenue with the exception of retail store costs, which are primarily fixed and incurred evenly throughout the year. As a percentage of revenue, we expect these selling costs to increase modestly as our business evolves. This increase is expected to be driven primarily by the relative growth of our DTC channel, including the investment required to support additional e-commerce sites and retail stores.

Distribution expenses are largely variable in nature and primarily relate to leasing and third-party expenses for warehousing inventories and transportation costs associated with delivering products from distribution centers to B2B partners and end consumers.

24


 

General and administrative expenses

General and administrative expenses consist of costs incurred in our corporate service functions, such as costs relating to the finance department, legal and consulting fees, HR and IT expenses and global strategic project costs. More specifically, the nature of these costs relates to corporate personnel costs (including salaries, variable incentive compensation and benefits), other professional service costs, rental and leasing expenses for corporate real estate, depreciation and amortization related to software, patents and other rights. General and administrative expenses will increase as we grow as a publicly traded company. We expect these expenses to decrease as a percentage of revenue as we grow due to economies of scale.

Foreign exchange gain/(loss)

The foreign currency exchange gain/(loss) consists primarily of differences in foreign exchange rates between the currencies in which our subsidiaries transact and their functional currencies as measured on the respective transaction date.

Finance income/(cost), net

Finance income represents interest earned from third party providers and income from the potential revaluation of the embedded derivative of the Notes.

Finance costs are comprised of interest payable to third party providers for term loan financing arrangements, Notes, Vendor Loan, leases, employee benefits, expenses from the potential revaluation of the embedded derivative of the Notes, interest on the TRA, as well as amortization of transaction costs. Finance costs are recognized in the consolidated income statement based on the effective interest method.

Income tax (expense) benefit

Income tax includes current income tax and deferred income tax. Income tax is recognized in profit and loss except to the extent that it relates to items recognized in equity or other comprehensive income in which case the income tax expense is also recognized in equity or other comprehensive income. We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense is a function of the allocation of taxable income by jurisdiction and the various activities that impact the timing of taxable events. Our subsidiaries in Germany and the U.S. primarily determine the effective tax rate.

Results of Operations

Comparison of the three months ended December 31, 2024 and December 31, 2023

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Revenue

 

361,719

 

302,924

 

58,795

 

19%

Cost of sales

 

(143,685)

 

(118,056)

 

(25,629)

 

22%

Gross profit

 

218,034

 

184,868

 

33,166

 

18%

Operating expenses

 

 

 

 

 

 

 

 

Selling and distribution expenses

 

(118,155)

 

(103,484)

 

(14,671)

 

14%

General and administrative expenses

 

(24,104)

 

(34,391)

 

10,287

 

(30)%

Foreign exchange loss

 

(11,871)

 

(11,655)

 

(216)

 

2%

Other income (loss), net

 

126

 

232

 

(106)

 

(46)%

Profit from operations

 

64,030

 

35,570

 

28,460

 

80%

Finance cost, net

 

(24,778)

 

(36,050)

 

11,272

 

(31)%

Profit (loss) before tax

 

39,252

 

(480)

 

39,732

 

n.m.

Income tax expense

 

(19,133)

 

(6,674)

 

(12,459)

 

n.m.

Net profit (loss)

 

20,119

 

(7,154)

 

27,273

 

n.m.

 

"n.m." means not meaningful.

25


 

Revenue

Revenue for the three months ended December 31, 2024 increased by €58.8 million, or 19%, to €361.7 million from €302.9 million for the three months ended December 31, 2023, driven by both unit and ASP growth and growing demand across all channels and segments throughout the quarter. Revenue growth was particularly strong in the APAC segment with a growth of 47% for the three months ended December 31, 2024.

Revenue for the three months ended December 31, 2024 increased by 19% on a constant currency basis as compared to the three months ended December 31, 2023.

Revenue by channel

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

B2B

 

182,045

 

140,410

 

41,635

 

30%

DTC

 

178,517

 

160,655

 

17,862

 

11%

Corporate / Other

 

1,157

 

1,859

 

(702)

 

(38)%

Revenue

 

361,719

 

302,924

 

58,795

 

19%

 

Revenue generated by our B2B channel for the three months ended December 31, 2024 increased by €41.6 million, or 30%, to €182.0 million from €140.4 million for the three months ended December 31, 2023. The increase was driven by strong growth across all regions and mainly with existing partners. The growth was supported by strong sell-through rates and re-order business with our key wholesale partners throughout the holiday season, which was particularly reflected in a high gifting demand for styles, such as the Boston clog.

Revenue generated by our DTC channel for the three months ended December 31, 2024 increased by €17.9 million, or 11%, to €178.5 million from €160.7 million for the three months ended December 31, 2023, resulting in a DTC penetration of 49%, compared to a DTC penetration of 53% for the three months ended December 31, 2023. The increase in DTC revenue was attributable to growth across all regions. B2B growth exceeded DTC growth in the three months ended December 31, 2024 as we continued to observe a strong trend toward in-person shopping, successfully engaging with customers at our high-quality B2B distribution points. This trend is particularly evident in the United States, where our physical retail presence is still limited (with nine stores as of December 31, 2024).

Other revenue for the three months ended December 31, 2024 decreased by €0.7 million, or 38%, to €1.2 million from €1.9 million for the three months ended December 31, 2023. The developments in other revenue were primarily attributable to sales of leather material to our supplier for footbed cuttings/linings, as well as sales of recyclable scrap materials from the production process.

Cost of sales

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Cost of sales

 

(143,685)

 

(118,056)

 

(25,629)

 

22%

Cost of sales for the three months ended December 31, 2024 increased by €25.6 million, or 22%, to €143.7 million from €118.1 million for the three months ended December 31, 2023. The increase was primarily attributable to an increase in number of units sold, and an increased share of premium products in the three months ended December 31, 2024 as compared to the three months ended December 31, 2023.

Gross profit and gross profit margin

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Gross profit

 

218,034

 

184,868

 

33,166

 

18%

Gross profit margin

 

60.3%

 

61.0%

 

(70)

bp

 

Gross profit for the three months ended December 31, 2024 increased by €33.2 million, or 18%, to €218.0 million from €184.9 million for the three months ended December 31, 2023. Gross profit margin for the three months ended December 31, 2024 contracted by 70 percentage points to 60.3% from 61.0% for the three months ended December 31, 2023.

26


 

The contraction in gross profit margin mainly reflects the increase in the B2B share in the three months ended December 31, 2024 as compared to the three months ended December 31, 2023 which has a lower margin profile as compared to DTC sales.

Selling and distribution expenses

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Selling and distribution expenses

 

(118,155)

 

(103,484)

 

(14,671)

 

14%

Selling and distribution expenses for the three months ended December 31, 2024 increased by €14.7 million, or 14%, to €118.2 million from €103.5 million for the three months ended December 31, 2023. Selling and distribution expenses for the three months ended December 31, 2024 increased at a slower rate than revenue, thus decreasing to 32.7% of revenue compared to 34.2% of revenue for the three months ended December 31, 2023 mainly driven by a higher share of B2B revenue with lower selling and distribution expenses in B2B compared to DTC, primarily due to reduced last-mile shipping and performance marketing costs.

General and administrative expenses

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

General and administrative expenses

 

(24,104)

 

(34,391)

 

10,287

 

(30)%

 

General and administrative expenses for the three months ended December 31, 2024 decreased by €10.3 million, or 30%, to €24.1 million from €34.4 million for the three months ended December 31, 2023. As a percentage of revenue, general and administrative expenses decreased by 470 basis points to 6.7% for the three months ended December 31, 2024 from 11.4% for the three months ended December 31, 2023. The decrease in general and administrative expenses was primarily driven by non-recurring IPO-related costs of €7.3 million which were incurred in the three months ended December 31, 2023 but not in the three months ended December 31, 2024. Similarly, expenses related to the management investment plan of €3.6 million, of which €3.2 million were recognized in general and administrative expenses, were incurred in the three months ended December 31, 2023 but not in the three months ended December 31, 2024.

Foreign exchange gain (loss)

Foreign exchange loss, net for the three months ended December 31, 2024 increased by €0.2 million, or 2%, to €11.9 million from €11.7 million for the three months ended December 31, 2023. The overall increase in foreign exchange loss was primarily driven by a slightly more pronounced appreciation of the USD relative to the Euro for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023.

Finance cost, net

Finance cost, net for the three months ended December 31, 2024 decreased by €11.3 million, or 31%, to €24.8 million from €36.1 million for the three months ended December 31, 2023. The decrease was primarily attributable to the release of capitalized transaction costs of €10.5 million related to the early repayment of the Original USD Term Loan of $450.0 million incurred in the three months ended December 31, 2023 but not in the three months ended December 31, 2024. In addition, due to the early repayments made throughout the fiscal year 2024, less interest expenses were incurred in the three months ended December 31, 2024, which was partially offset by changes in the evaluation of the embedded derivative of the senior notes.

Income tax (expense) benefit

Income tax expense for the three months ended December 31, 2024 increased by €12.5 million to €19.1 million from €6.7 million for the three months ended December 31, 2023. The increase was mainly driven by an increased Profit before tax in Germany and the US resulting in a higher current tax expense as well as an increase in tax losses for which no deferred taxes are recognized and deferred tax assets resulting from transactions between group companies increased.

Net profit (loss)

Net profit (loss) for the three months ended December 31, 2024 improved by €27.3 million to a net profit of €20.1 million from a net loss of €7.2 million for the three months ended December 31, 2023. Net profit (loss) margin for the three

27


 

months ended December 31, 2024 expanded to a net profit margin of 5.6% from a net loss margin of 2.4% for the three months ended December 31, 2023. The increase of Net profit was primarily attributable to overall business growth, a decrease in general and administrative expenses and a decrease in finance cost, net, as described in the section above.

Adjusted EBITDA and Adjusted EBITDA margin

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Adjusted EBITDA

 

102,093

 

81,356

 

20,737

 

25%

Adjusted EBITDA margin

 

28.2%

 

26.9%

 

130

bp

 

 

Adjusted EBITDA for the three months ended December 31, 2024 increased by €20.7 million, or 25%, to €102.1 million from €81.4 million for the three months ended December 31, 2023, primarily due to sustained strong revenue growth of 19% and the resulting operating cost leverage. The expansion of 130 percentage points of the adjusted EBITDA margin for the three months ended December 31, 2024 to 28.2% from 26.9% for the three months ended December 31, 2023, was mainly driven by a favorable development of both selling and distribution and general and administrative expenses in relation to revenue, which was partially offset by a decline in gross profit margin outlined above.

Adjusted net profit and Adjusted net profit margin

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Adjusted net profit

 

33,265

 

16,714

 

16,551

 

99%

Adjusted net profit margin

 

9.2%

 

5.5%

 

370

bp

 

 

Adjusted net profit for the three months ended December 31, 2024 increased by €16.6 million, or 99%, to €33.3 million from €16.7 million for the three months ended December 31, 2023, primarily driven by Adjusted EBITDA growth partly offset by higher depreciation & amortization.

Revenue by segment

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Americas

 

210,700

 

181,453

 

29,247

 

16%

EMEA

 

102,759

 

87,528

 

15,231

 

17%

APAC

 

47,102

 

32,084

 

15,018

 

47%

Reportable segment revenue

 

360,562

 

301,065

 

59,497

 

20%

Corporate / Other

 

1,157

 

1,859

 

(702)

 

(38)%

Group revenue

 

361,719

 

302,924

 

58,795

 

19%

 

Revenue for the Americas segment for the three months ended December 31, 2024 increased by €29.2 million, or 16%, to €210.7 million from €181.5 million for the three months ended December 31, 2023, driven by revenue growth in both the B2B and DTC channel, reflected in both footwear pairs as well as ASP growth.

Revenue for the EMEA segment for the three months ended December 31, 2024 increased by €15.2 million, or 17%, to €102.8 million from €87.5 million for the three months ended December 31, 2023, driven by revenue growth in both the B2B and DTC channel, reflected in both footwear pairs as well as ASP growth.

Revenue for the APAC segment for the three months ended December 31, 2024 increased by €15.0 million, or 47%, to €47.1 million from €32.1 million for the three months ended December 31, 2023, driven by above group-level growth in both the B2B and DTC channel, reflected in both footwear pairs as well as ASP growth.

Revenue for Corporate/Other for the three months ended December 31, 2024 decreased by €0.7 million, or 38%, to €1.2 million from €1.9 million for the three months ended December 31, 2023. The developments in other revenue were primarily attributable to sales of leather material to our supplier for footbed cuttings/linings, as well as sales of recyclable scrap materials from the production process.

28


 

Adjusted EBITDA and Adjusted EBITDA margin by segment

 

 

Three months ended December 31,

(In thousands of Euros, unless otherwise stated)

 

2024

 

2023

 

Change

 

% Change

Americas

 

66,392

 

51,553

 

14,839

 

29%

 

31.5%

 

28.4%

 

310

bp

 

EMEA

 

26,791

 

24,466

 

2,325

 

10%

 

26.1%

 

28.0%

 

(190)

bp

 

APAC

 

14,201

 

10,855

 

3,346

 

31%

 

30.1%

 

33.8%

 

(370)

bp

 

Reportable segment adjusted EBITDA

 

107,384

 

86,874

 

20,510

 

24%

 

29.8%

 

28.9%

 

90

bp

 

Corporate / Other

 

(5,291)

 

(5,518)

 

227

 

(4)%

 

(457)%

 

(297)%

 

(16,040)

bp

 

Group adjusted EBITDA

 

102,093

 

81,356

 

20,737

 

25%

Adjusted EBITDA margin

 

28.2%

 

26.9%

 

130

bp

 

 

Adjusted EBITDA in the Americas segment for the three months ended December 31, 2024 increased by €14.8 million, or 29%, to €66.4 million from €51.6 million for the three months ended December 31, 2023. Adjusted EBITDA margin in the Americas segment expanded by 310 percentage points to 31.5% for the three months ended December 31, 2024 from 28.4% for the three months ended December 31, 2023. The margin expansion was largely driven by operating leverage driven by revenue growth, channel mix, favorable currency translation, and higher capitalization of logistics costs in the three months ended December 31, 2024 compared to three months ended December 31, 2023.

Adjusted EBITDA in the EMEA segment for the three months ended December 31, 2024 increased by €2.3 million, or 10%, to €26.8 million from €24.5 million for the three months ended December 31, 2023, primarily due to revenue growth of 17%. Adjusted EBITDA margin in the EMEA segment contracted by 190 percentage points from 28.0% for the three months ended December 31, 2023 to 26.1% for the three months ended December 31, 2024 mainly driven by lower capitalization of logistics costs in the three months ended December 31, 2024 compared to three months ended December 31, 2023.

Adjusted EBITDA in the APAC segment for the three months ended December 31, 2024 increased by €3.3 million, or 31%, to €14.2 million from €10.9 million for the three months ended December 31, 2023, which was primarily driven by strong revenue growth of 47% which was partially offset by a more pronounced increase in operating expenses mainly due higher expenses related to the DTC expansion. Adjusted EBITDA margin in the APAC segment contracted by 370 percentage points from 33.8% for the three months ended December 31, 2023 to 30.1% for the three months ended December 31, 2024.

Adjusted EBITDA in Corporate / Other for the three months ended December 31, 2024 increased by €0.2 million to €(5.3) million from €(5.5) million for the three months ended December 31, 2023.

For reconciliations to the most directly comparable IFRS measure, see section above titled “—Non-IFRS Financial Measures.

B. LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity requirements are to service our debt, to fund our operations and to fund other general corporate purposes. Our ability to generate cash from our operations depends on our future operating performance, which is dependent, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, including those discussed in this section and the sections titled “Item 3. Key Information—D. Risk Factors” and "Item 5. Operating and Financial Review and Prospects — D. Factors Affecting Performance and Trend Information" in our Annual Report. We expect to finance our operations and working capital needs for the next 12 months from cash generated through operations.

Cash Flows

 

The following table summarizes the Company’s consolidated statement of cash flows for the three months ended December 31, 2024 and 2023.

 

29


 

 

 

Three months ended December 31,

(in thousands of Euros)

 

2024

 

2023

Total cash provided by (used in):

 

 

 

 

Operating activities

 

(11,645)

 

(45,426)

Investing activities

 

(14,997)

 

(8,644)

Financing activities

 

(32,984)

 

(119,752)

Increase (decrease) in cash and cash equivalents

 

(59,626)

 

(173,822)

Effects of foreign currency exchange rate changes on cash and cash equivalents

 

2,377

 

(1,207)

 

Cash flows used in operating activities

 

Cash flows used in operating activities for the three months ended December 31, 2024 were €11.6 million compared to €45.4 million for the three months ended December 31, 2023, driven by net profit of €20.1 million and adjustments to net profit of €35.9 million as well as cash outflows from working capital of €67.7 million. Adjustments to net profit mainly included finance costs, net of €24.8 million, depreciation and amortization of €26.2 million, income tax expense of €19.1 million, and net exchange differences of €16.1 million which were partially offset by income tax paid of €50.5 million. Cash outflows for working capital were largely driven by inventories of €73.3 million, trade and other payables of €17.3 million, other current provision of €6.4 million and accrued liabilities of €5.9 million, which were partially offset by inflows from trade and other receivables of €38.6 million.

Cash flows used in operating activities for the three months ended December 31, 2023 were €45.4 million, driven by net loss of €7.2 million and adjustments to net loss of €64.7 million as well as cash outflows from working capital of €103.0 million. Adjustments to net profit included depreciation and amortization of €23.2 million, finance costs, net of €36.1 million, income tax expense of €6.7 million, non-cash operating items of €2.4 million, net exchange differences of €11.7 million, and offset by income tax paid of €3.8 million and MIP personal income tax paid of €11.4 million. Cash outflows from working capital were largely driven by inventories of €66.9 million, trade and other payables of €15.9 million, accrued liabilities of €15.2 million, other current provisions of €11.7 million and prepayments of €9.9 million. These outflows were partially offset by inflows from trade and other receivables of €11.1 million and contract liabilities of €8.2 million.

Cash flows used in investing activities

Cash flows used in investing activities for the three months ended December 31, 2024 were €15.0 million compared to €8.6 million for the three months ended December 31, 2023. The increase in cash flows used in investing activities of €6.4 million was primarily due to a decrease in receipt of government grant of €6.9 million, to €1.9 million.

Cash flows used in financing activities

 

Cash flows used in financing activities for the three months ended December 31, 2024 were €33.0 million compared to €119.8 million for the three months ended December 31, 2023. The decrease in cash flows used in financing activities was mainly driven by a lower repayment of loans and borrowings of €522.4 million as well as a reduction of cash interest paid of €16.2 million in the three months ended December 31, 2024. These effects were partially offset by a reduction of the IPO proceeds, net of transaction costs of €449.3 million which were incurred in the three months ended December 31, 2023 but not in the three months ended December 31, 2024.

 

30


 

Indebtedness

The following table sets forth the amounts owed under the Company’s debt instruments as of December 31, 2024 and September 30, 2024.

 

 

 

 

 

 

December 31,

 

 

September 30,

 

(in thousands of Euros)

 

Currency

 

Repayment

 

2024

 

 

2024

 

EUR Term Loan

 

EUR

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

USD

 

2029

 

 

171,095

 

 

 

160,773

 

Vendor Loan

 

EUR

 

2029

 

 

208,305

 

 

 

208,305

 

Senior Notes

 

EUR

 

2029

 

 

428,500

 

 

 

428,500

 

Interest Payable

 

 

 

 

 

 

14,814

 

 

 

16,780

 

Senior Note embedded derivative

 

 

 

 

 

 

28,638

 

 

 

28,638

 

Amortization under the effective interest method

 

 

 

 

 

 

(23,692

)

 

 

(23,361

)

Loans and borrowings

 

 

 

 

 

 

1,202,660

 

 

 

1,194,635

 

The New EUR Term Loan and New USD Term Loan, as defined in the Form 20-F for the year ended September 30, 2024, are referred to as the EUR Term Loan and USD Term Loan, respectively, throughout this management's discussion and analysis.

In the three months ended December 31, 2024 there was a scheduled repayment of the USD Term Loan, however the balance increased to €171.1 million during the three months ended December 31, 2024 as compared to €160.8 million as of September 30, 2024 due to an unfavorable exchange rate development of the USD.

For further information on the Company's debt instruments see "Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources" in our Annual Report.

Off-Balance Sheet Arrangements

As of the balance sheet dates of December 31, 2024 and September 30, 2024 we did not engage in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

C. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks arising from transactions in the normal course of our business. Such risk is principally associated with foreign exchange risk and interest rate risk. For further discussion and a sensitivity analysis of these risks, see Note 6 - Financial Risk Management objectives and policies to our 2024 audited consolidated financial statements included in our Annual Report.

D. CRITICAL ACCOUNTING ESTIMATES

Refer to Note 3 — Significant accounting policies and Note 4 — Significant accounting estimates, assumptions and judgments to our unaudited interim condensed consolidated financial statements in Item 1 of this Report for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

E. RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 3 — Significant accounting policies to our unaudited interim condensed consolidated financial statements in Item 1 of this Report for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.

F. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and as defined in the Private Securities Litigation Reform Act of 1995 (“PSLRA”) that are subject to risks and uncertainties. Many of the forward-looking statements contained in this Report can be identified by the use of forward-looking words such as

31


 

“anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or phrases such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those expected in our forward-looking statements for many reasons, including the factors described in “Item 3. Key Information—D. Risk Factors” in our Annual Report. In addition, even if our actual results are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

For example, factors that could cause our actual results to vary from projected future results include, but are not limited to:

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;
losses and liabilities arising from leased and owned real estate;
risks related to our non-footwear products;
failure to realize expected returns from our investments in our businesses and operations;
our ability to adequately manage our acquisitions, investments or other strategic initiatives;
our ability to manage our operations at our current size or manage future growth effectively;
risks related to global or regional health events;
our dependence on third parties for our sales and distribution channels;
risks related to the conversion of wholesale distribution markets to owned and operated markets and risks related to productivity or efficiency initiatives;
operational challenges related to the distribution of our products;
deterioration or termination of relationships with major wholesale partners;
seasonality, weather conditions and climate change;
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 production facilities, as
well as disruptions to our shipping and delivery arrangements;
failure to attract and retain key employees and deterioration of relationships with employees,
employee representative bodies and stakeholders;
risks related to our intellectual property rights;

32


 

risks related to regulations governing the use and processing of personal data as well as
disruption and security breaches affecting information technology systems;
natural disasters, public health crises, political crises, civil unrest and other catastrophic events
beyond control;
economic conditions impacting consumer spending, such as inflation;
currency exchange rate fluctuations;
risks related to litigation, compliance and regulatory matters;
risks and costs related to corporate responsibility and ESG matters;
inadequate insurance coverage, or increased insurance costs;
tax-related risks;
risks related to our amount of indebtedness, its restrictive covenants and our ability to repay our
debt;
risks related to our status as a foreign private issuer and as a “controlled company” within the
meaning of the NYSE rules;
our ability to remediate material weaknesses identified in our internal control over financial
reporting; and
other factors discussed under “Item 3. Key Information—D. Risk Factors” in our Annual Report.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

 

 

33


 

PART II OTHER INFORMATION

We are subject to litigation from time to time in the ordinary course of business. The results of
litigation and claims cannot be predicted with certainty. We are not currently involved in any legal proceedings that, either individually or in the aggregate, are expected to have a material adverse effect on our business or financial position. See “Item 3. Key Information—D. Risk Factors—Risks Related to Legal, Regulatory and Taxation Matters—We are subject to the risk of litigation and other claims” in our Annual Report.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors described in the section titled "Item 3. Key Information—D. Risk Factors" in our Annual Report.

ITEM 2. INCORPORATION BY REFERENCE

The information contained in this Report is incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-284905) and on Form S-8 (File No. 333-274968) filed with the Securities and Exchange Commission, in each case to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

34


 

SIGNATURES

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.

 

 

 

 

 

Birkenstock Holding plc

 

 

 

 

 

 

 

 

Dated: February 20, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ruth Kennedy

 

 

Name:

Ruth Kennedy

 

 

Title:

Director

 

35


v3.25.0.1
Document and Entity Information
3 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type 6-K
Amendment Flag false
Document Period End Date Dec. 31, 2024
Document Fiscal Year Focus 2025
Document Fiscal Period Focus Q1
Entity Registrant Name Birkenstock Holding plc
Entity Central Index Key 0001977102
Current Fiscal Year End Date --09-30
Entity File Number 001-41836
v3.25.0.1
Condensed Consolidated Statements of Financial Position - EUR (€)
€ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Non-current assets    
Goodwill € 1,605,721 € 1,554,621
Intangible assets (other than goodwill) 1,700,275 1,639,393
Property, plant and equipment 325,007 318,843
Right-of-use assets 177,280 171,334
Deferred tax assets 0 117
Other assets 34,578 37,351
Total non-current assets 3,842,861 3,721,659
Current assets    
Inventories 719,574 624,807
Trade and other receivables 79,789 114,302
Current tax assets 12,072 11,263
Other current assets 52,298 57,065
Cash and cash equivalents 298,594 355,843
Total current assets 1,162,327 1,163,280
Total assets 5,005,188 4,884,939
Shareholders' equity    
Share premium 2,524,270 2,524,270
Treasury shares (355,775) (355,775)
Other capital reserve 69,041 68,920
Retained earnings 437,697 417,578
Accumulated other comprehensive income (loss) 73,439 (29,974)
Total shareholders' equity 2,748,672 2,625,019
Non-current liabilities    
Loans and borrowings 1,179,450 1,169,965
Tax receivable agreement liability 360,620 344,590
Lease liabilities 149,380 143,199
Provisions 5,104 4,867
Deferred tax liabilities 133,971 131,003
Deferred income 13,980 13,737
Other liabilities 4,906 4,666
Total non-current liabilities 1,847,411 1,812,027
Current liabilities    
Loans and borrowings 23,210 24,670
Tax receivable agreement liability 16,711 15,300
Lease liabilities 42,284 40,874
Trade and other payables 116,810 136,280
Accrued liabilities 23,896 29,411
Other financial liabilities 22,154 3,971
Provisions 25,300 31,164
Contract liabilities 10,930 7,999
Tax liabilities 113,501 144,730
Other current liabilities 14,309 13,494
Total current liabilities 409,105 447,893
Total liabilities 2,256,516 2,259,920
Total shareholders' equity and liabilities € 5,005,188 € 4,884,939
v3.25.0.1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Profit or loss [abstract]    
Revenue € 361,719 € 302,924
Cost of sales (143,685) (118,056)
Gross profit 218,034 184,868
Operating expenses    
Selling and distribution expenses (118,155) (103,484)
General and administrative expenses (24,104) (34,391)
Foreign exchange loss (11,871) (11,655)
Other income, net 126 232
Profit from operations 64,030 35,570
Finance cost, net (24,778) (36,050)
Profit (loss) before tax 39,252 (480)
Income tax expense (19,133) (6,674)
Net profit (loss) 20,119 (7,154)
Items that will be reclassified to profit (loss) if certain conditions are met:    
Cumulative translation adjustment gain (loss) 103,413 (37,616)
Net position of fair value changes of the cash flow hedge   (961)
Items that will not be reclassified to profit in subsequent periods:    
Other comprehensive income (loss), net of tax 103,413 (38,577)
Total comprehensive income (loss) € 123,532 € (45,731)
Earnings per share    
Basic € 0.11 € (0.04)
Diluted € 0.11 € (0.04)
v3.25.0.1
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - EUR (€)
€ in Thousands
Total
Ordinary Shares
Share Premium
Treasury Shares
Other Capital Reserve
Retained Earnings
Cumulative translation adjustment
Cash flow hedge reserve
Equity at beginning of period at Sep. 30, 2023 € 2,400,588 € 182,721 € 1,894,384   € 65,394 € 225,976 € 32,458 € (345)
Number of units or Shares outstanding at Sep. 30, 2023   182,721,369            
Net profit (loss) (7,154)         (7,154)    
Other comprehensive income (loss) (38,577)           (37,616) (961)
Total comprehensive income (loss) (45,731)         (7,154) (37,616) (961)
Equity-settled share-based compensation expense 3,591       3,591      
Conversion to no par value ordinary shares   € (182,721) 182,721          
Shares re-purchased in consideration of TRA (355,775)     € (355,775)        
Shares re-purchased in consideration of TRA, shares   (5,648,465)            
Issuance of share capital, net (of transaction costs) 447,126   447,126          
Issuance of share capital, net (of transaction costs), shares   10,752,688            
Equity at end of period at Dec. 31, 2023 2,449,799   2,524,231 (355,775) 68,985 218,822 (5,158) € (1,306)
Number of units or Shares outstanding at Dec. 31, 2023   187,825,592            
Equity at beginning of period at Sep. 30, 2024 2,625,019   2,524,270 (355,775) 68,920 417,578 (29,974)  
Number of units or Shares outstanding at Sep. 30, 2024   187,829,202            
Net profit (loss) 20,119         20,119    
Other comprehensive income (loss) 103,413           103,413  
Total comprehensive income (loss) 123,532         20,119 103,413  
Equity-settled share-based compensation expense 121       121      
Equity at end of period at Dec. 31, 2024 € 2,748,672   € 2,524,270 € (355,775) € 69,041 € 437,697 € 73,439  
Number of units or Shares outstanding at Dec. 31, 2024   187,829,202            
v3.25.0.1
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) (Parenthetical)
€ in Millions
3 Months Ended
Dec. 31, 2023
EUR (€)
Statement of changes in equity [abstract]  
Issuance of share capital net of transaction costs € 22.7
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities    
Net profit (loss) € 20,119 € (7,154)
Adjustments to reconcile net profit to net cash flows from operating activities:    
Depreciation and amortization 26,192 23,247
Loss on disposal of property, plant and equipment 17 6
Change in expected credit loss 99 (90)
Finance cost, net 24,778 36,050
Net exchange differences 16,107 11,720
Non-cash operating items 121 2,389
Income tax expense 19,133 6,674
Income tax paid (50,509) (3,841)
MIP personal income tax paid (11,426)
Changes in working capital    
Inventories (73,254) (66,937)
Right to return assets (589) (30)
Trade and other receivables 38,551 11,072
Trade and other payables (17,306) (15,937)
Accrued Liabilities (5,852) (15,195)
Other current financial liabilities 142 (6,172)
Other current provision (6,360) (11,693)
Contract liabilities 2,555 8,223
Prepayments (3,993) (9,919)
Other (1,596) 3,587
Net cash flows used in operating activities (11,645) (45,426)
Cash flows from investing activities    
Interest received, net of taxes withheld 1,891 1,216
Purchase of property, plant and equipment (14,647) (18,111)
Proceeds from sales of property, plant and equipment 12
Purchase of intangible assets (4,141) (488)
Receipt of government grant 1,888 8,739
Net cash flows used in investing activities (14,997) (8,644)
Cash flows from financing activities    
IPO Proceeds, net of transaction costs 449,297
Repayment of loans and borrowings (2,154) (524,514)
Payment of transaction costs related to refinancing (250)
Interest paid (18,252) (34,423)
Payments of lease liabilities (9,996) (8,266)
Interest portion of lease liabilities (2,332) (1,846)
Net cash flows used in financing activities (32,984) (119,752)
Net decrease in cash and cash equivalents (59,626) (173,822)
Cash and cash equivalents at beginning of period 355,843 344,408
Net foreign exchange difference 2,377 (1,207)
Cash and cash equivalents at end of period € 298,594 € 169,379
v3.25.0.1
General Information
3 Months Ended
Dec. 31, 2024
General Information [Abstract]  
General Information

1. GENERAL INFORMATION

Organization and principal activities

Birkenstock Holding plc (as a standalone entity, the "Holding" and, together with its subsidiaries referred to herein as the “Company” or “Birkenstock”) was formed under the name of BK LC Lux Finco 2 S.à r.l. on February 19, 2021, as a limited liability company organized under Luxembourg law, with its business address at 40 Avenue Monterey, Luxembourg. The Holding’s current business address is 1-2 Berkeley Square, London W1J 6EA, UK. The Holding is registered at the Jersey Financial Services Commission under number 148522.

The Company’s immediate parent is BK LC Lux MidCo S.à r.l. (“MidCo”) and the Company’s ultimate controlling shareholder is LC9 Caledonia AIV GP, LLP (“L Catterton”).

The Company manufactures and sells footbed-based products, including sandals and closed-toe silhouettes, and other products, such as skincare and accessories, for everyday leisure and work. The Company operates in three operating segments based on its regional hubs: (1) Americas, (2) Europe, Middle East and Africa ("EMEA"), and (3) Asia-Pacific (“APAC”) (see Note 5 – Segment information for further details). The Company sells its products through two main channels: business-to-business (“B2B”) (comprising sales made to established third-party store networks), and direct-to-consumer (“DTC”) (comprising sales made on globally owned online stores via the Birkenstock.com domain and sales made in Birkenstock retail stores).

Seasonality

Revenues of our products are affected by a seasonal pattern that is driven in large part by the weather given the nature of our product mix. The seasonal nature of our business is similar across geographies and sales channels with B2B seeing an increase in revenues in the spring months, while revenues in the DTC channel increase in the summer. Between October and March, we manufacture our products for the B2B channel, and during the beginning of the calendar year, we rely on our built-up inventory for our revenue to B2B partners. Starting in April, demand for our products from the DTC channel increases. While these consumer buying patterns lead to a natural seasonality in revenue, unseasonable weather could significantly affect revenue and profitability. Our geographical breadth, customer diversity and our strategic focus on expanding certain product categories and entering new territories help to mitigate part of the effect of seasonality on results of operations.

v3.25.0.1
Basis of Presentation
3 Months Ended
Dec. 31, 2024
Basis of Presentation [Abstract]  
Basis of Presentation

2. BASIS OF PRESENTATION

Basis of preparation and consolidation

These interim condensed consolidated financial statements were authorized for issuance on February 20, 2025 by the Company’s board of directors.

These interim condensed consolidated financial statements as of December 31, 2024 and for the three months ended December 31, 2024 and 2023 have been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting", as issued by the International Accounting Standards Board (“IASB”). These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the fiscal year ended September 30, 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB.

These interim condensed consolidated financial statements have been prepared on a historical cost basis except for derivative financial instruments and the initial recognition of assets acquired and liabilities assumed in a business combination which are recorded at fair value.

The interim condensed consolidated financial statements comprise the financial statements of Birkenstock Holding plc and its subsidiaries. All intercompany transactions and balances have been eliminated.

All amounts have been rounded to the nearest thousand, except when otherwise indicated.

The fiscal year of the Company ends on September 30.

The companies consolidated in these interim condensed consolidated financial statements are disclosed in the notes to the annual consolidated financial statements for the fiscal year ended September 30, 2024.

Functional and presentation currency

The functional currency of each of the Company’s subsidiaries is the currency of the primary economic environment in which each entity operates. The reporting currency of the Company is the Euro.
v3.25.0.1
Significant Accounting Policies
3 Months Ended
Dec. 31, 2024
Significant Accounting Policies [Abstract]  
Significant Accounting Policies

3. SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies applied in these interim condensed consolidated financial statements are predominantly the same as those applied by the Company in its consolidated financial statements for the fiscal year ended September 30, 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

New and amended standards and interpretations adopted by the Company

The following amended standards became effective for the Company’s fiscal year beginning on October 1, 2024, but did not have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 1 – Non-current liabilities with Covenants (effective for annual periods beginning on or after January 1, 2024).
Amendments to IAS 1 – Classification of Liabilities as current or non-current (effective for annual periods beginning on or after January 1, 2024).
Amendments to IFRS 16 – Lease liability in a sale and lease back (effective for annual periods beginning on or after January 1, 2024).
Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for annual periods beginning on or after January 1, 2024).

New and amended standards and interpretations issued but not yet effective

 

The following standard amendments will be effective for the Company's fiscal year beginning October 1, 2025, or thereafter, and are not expected to have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 21 – Lack of Exchangeability (effective for annual periods beginning on or after January 1, 2025).
Amendments IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after January 1, 2026).
Annual Improvements to IFRS Accounting Standards - Volume 11 (effective for annual periods beginning on or after January 1, 2026)
IFRS 19 - Subsidiaries without Public Accountability: Disclosures which permits a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements (effective for reporting periods beginning on or after January 1, 2027 with earlier application permitted).

 

The Company is currently assessing the potential impact of the following standards:

 

Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after January 1, 2026)
IFRS 18 - Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after January 1, 2027)
v3.25.0.1
Significant Accounting Estimates, Assumptions and Judgments
3 Months Ended
Dec. 31, 2024
Significant Accounting Estimates, Assumptions and Judgments [abstract]  
Significant Accounting Estimates, Assumptions and Judgments

4. SIGNIFICANT ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS

The preparation of Birkenstock’s consolidated financial statements in accordance with IFRS requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the interim condensed consolidated financial statements and accompanying notes. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and underlying assumptions are subject to continuous review.

In preparing the interim condensed consolidated financial statements, no significant changes in accounting estimates, assumptions and judgments have occurred compared to the significant accounting judgments, estimates and assumptions discussed in the consolidated financial statements as of and for the fiscal year ended September 30, 2024.

v3.25.0.1
Segment Information
3 Months Ended
Dec. 31, 2024
Disclosure of operating segments [abstract]  
Segment Information

5. SEGMENT INFORMATION

The Company’s operating segments are reported in a manner consistent with the internal reporting provided to and regularly reviewed by the chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”) and are aligned to the geographical hubs that the Company operates in: Americas; Europe, Middle East, and Africa (“EMEA”); and Asia Pacific ("APAC").

Prior to fiscal year 2025, the Company's four operating segments were Americas, Europe, ASPA, and MEAI, which were reported as three reportable segments - Americas, Europe and APMA. During the three months ended December 31, 2024, the Company changed the structure of its internal organization to merge the Middle East and Africa regions with the Europe operating segment to create a new operating segment, EMEA, while the India region was merged with the ASPA operating segment to create the new operating segment, APAC, and therefore the MEAI operating segment ceased to exist. The change was due to the operational advantages and complementary benefits between the regions. No changes were made to the composition of the Americas operating segment. As a result, starting with fiscal year 2025, the Company has three operating as well as reportable segments - Americas, EMEA and APAC. Segment information for the three months ended December 31, 2023 has been conformed to the current period presentation.

Additionally, the Company continues to have Corporate / Other revenue and expenses, which primarily consists of non-core activities as well as other administrative costs that are not charged to the operating segments and foreign exchange gains and losses. The CODM uses the measure of adjusted EBITDA to assess operating segments’ performance to make decisions regarding the allocation of resources.

The adjustments to EBITDA relate to foreign exchange gains and losses, initial public offering ("IPO")-related costs and share-based compensation.

Assets and liabilities are neither reported nor reviewed by the CODM at the operating segment level.

 

 

 

Three months ended December 31, 2024

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

 

Corporate / Other

 

Total

Revenue

 

210,700

 

102,759

 

47,103

 

 

360,562

 

1,157

 

361,719

Adjusted EBITDA

 

66,392

 

26,791

 

14,201

 

 

107,384

 

(5,291)

 

102,093

Foreign exchange loss

 

 

 

 

 

 

 

 

 

 

 

 

(11,871)

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

90,222

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(26,192)

Finance cost, net

 

 

 

 

 

 

 

 

 

 

 

 

(24,778)

Profit before tax

 

 

 

 

 

 

 

 

 

 

 

 

39,252

 

 

 

Three months ended December 31, 2023

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

 

Corporate / Other

 

Total

Revenue

 

181,453

 

87,528

 

32,084

 

 

301,065

 

1,859

 

302,924

Adjusted EBITDA

 

51,553

 

24,466

 

10,855

 

 

86,874

 

(5,518)

 

81,356

Foreign exchange loss

 

 

 

 

 

 

 

 

 

 

 

 

(11,655)

IPO-related costs

 

 

 

 

 

 

 

 

 

 

 

 

(7,293)

Share-based compensation expenses

 

 

 

 

 

 

 

 

 

 

 

 

(3,591)

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

58,817

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(23,247)

Finance cost, net

 

 

 

 

 

 

 

 

 

 

 

 

(36,050)

Loss before tax

 

 

 

 

 

 

 

 

 

 

 

 

(480)

v3.25.0.1
Property, Plant and Equipment
3 Months Ended
Dec. 31, 2024
Disclosure of detailed information about property, plant and equipment [abstract]  
Property, Plant and Equipment

6. PROPERTY, PLANT AND EQUIPMENT

 

During the three months ended December 31, 2024 and 2023, the Company acquired property, plant and equipment with costs of 13.5 million and 16.4 million, respectively. The additions during the three months ended December 31, 2024 mainly related to investments in the production facilities in Pasewalk, Germany, and Arouca, Portugal.
v3.25.0.1
Right-of-Use Assets
3 Months Ended
Dec. 31, 2024
Presentation of leases for lessee [abstract]  
Right-of-Use Assets

7. RIGHT-OF-USE ASSETS

 

During the three months ended December 31, 2024 and 2023, the Company added right-of-use assets with costs of €18.2 million and €38.5 million, respectively. The additions during the three months ended December 31, 2024 and 2023 mainly related to warehouses and new retail stores.

v3.25.0.1
Inventories
3 Months Ended
Dec. 31, 2024
Disclosure Of Inventories [Abstract]  
Inventories

8. INVENTORIES

 

 

December 31, 2024

 

 

September 30, 2024

 

Raw materials

 

 

71,836

 

 

 

61,693

 

Work in progress

 

 

56,257

 

 

 

49,398

 

Finished goods

 

 

591,481

 

 

 

513,716

 

Inventories

 

 

719,574

 

 

 

624,807

 

 

During the three months ended December 31, 2024 and 2023, inventories of 68.0 million and 54.9 million, respectively, were recognized as an expense in Cost of sales.

 

As part of the Cost of sales, write-downs of inventories during the three months ended December 31, 2024 and 2023 amounted to €3.0 million and €2.7 million, respectively.

v3.25.0.1
Equity
3 Months Ended
Dec. 31, 2024
Equity [abstract]  
Equity
9.
EQUITY

As of December 31, 2024 and September 30, 2024, the Company had 187,829,202 no par value ordinary shares outstanding. As of December 31, 2023, the Company had 187,825,592 no par value par value outstanding.

Capital Reorganization

Prior to the IPO, the Company completed a capital reorganization. On October 2, 2023, the Company converted its share capital, comprised of 182,721,369 ordinary shares of €1.00 par value into 182,721,369 no par value ordinary shares.

In addition, on October 10, 2023, the Company entered into the TRA with MidCo in consideration for the repurchase of 5,648,465 ordinary shares of the Company from MidCo. Please refer to Note 12 – Tax Receivable Agreement for further details on the TRA.

Initial Public Offering

On October 13, 2023, the Company closed its IPO. Birkenstock issued and sold 10,752,688 ordinary shares at an initial public offering price of $46.00. As result of the IPO, the Company had 187,825,592 no par value ordinary shares outstanding. The total proceeds from the IPO available to Birkenstock, net of underwriting discounts and commissions but before expenses, amounted to $473.6 million (€450.0 million). The underwriting commission fees for the IPO totaled €19.8 million. The deferred offering costs, which were deducted from Share Premium as part of the IPO transaction, amounted to €3.0 million. The Company used the majority of the proceeds received from the IPO, together with cash on hand, to repay €100.0 million in aggregate principal amount of the loan outstanding under the agreement with AB-Beteiligungs GmbH (the "Vendor Loan") and $450.0 million (423.8 million) in aggregate principal amount of borrowings outstanding under the USD-denominated facility under the Senior Term Facilities Agreement entered into by our subsidiary, Birkenstock Limited Partner S.à r.l., in April 2021 (the "Original US Term Loan").

Secondary Offering

On June 28, 2024, the Company completed a secondary offering of ordinary shares on behalf of MidCo ("selling shareholder") at a price of $54.00 per share. On July 3, 2024, as part of the secondary offering, the underwriters exercised their option to purchase an additional 2,100,000 ordinary shares at $54.00 per share. This resulted in the sale of 16,100,000 ordinary shares, which were held by the selling shareholder. MidCo remains the Company's controlling shareholder after the secondary offering.

The Company did not issue additional ordinary shares and did not receive any proceeds from the secondary offering. The Company incurred €1.9 million in costs associated with the secondary offering on behalf of the selling shareholder. These costs were recorded in "General and administrative expenses" during the fiscal year ended September 30, 2024.

v3.25.0.1
Financial Instruments and Financial Risk Management
3 Months Ended
Dec. 31, 2024
Disclosure of detailed information about financial instruments [abstract]  
Financial Instruments and Financial Risk Management

10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments that are carried at fair value on a recurring basis in the consolidated statements of financial position:

 

 

 

 

 

 

 

Fair value

 

 

 

Level

 

Measurement

 

December 31, 2024

 

 

September 30, 2024

 

Derivative assets

 

 

 

 

 

 

31,103

 

 

 

40,713

 

Senior Note - embedded derivative

 

3

 

FVtPL

 

 

29,352

 

 

 

32,609

 

Currency derivative

 

2

 

FVtPL

 

 

1,750

 

 

 

8,104

 

Derivative liabilities

 

2

 

FVtPL

 

 

18,570

 

 

 

625

 

 

Changes in fair value of derivative assets and liabilities are recognized within the consolidated statements of profit or loss.

 

The Company does not carry any further financial instruments at fair value either on a recurring or non-recurring basis. The derivative assets and liabilities are reflected in the statements of financial position within other assets, other current assets and other financial liabilities.

 

The fair value of the redemption feature embedded in the Senior Notes is calculated using a “with-and-without” approach. The ‘with-scenario’ refers to the fair value of the Senior Notes inclusive of the redemption feature and is estimated using a binomial lattice model in a risk-neutral framework and specifically, a Black-Derman-Toy (“BDT”) model, whereas the “without-scenario” refers to the fair value exclusive of the redemption feature which is estimated through the use of a discounted cash-flow analysis ("DCF"). Both BDT and DCF models fall under the income approach. The yield volatility and credit spread are both unobservable inputs to the model. Since the note value is an observable input, the credit spread is assumed to be back solved after changing the yield volatility to match the note value. During the three months ended December 31, 2024, a €3.2 million decrease in fair value was recorded through “Finance cost, net” using 40% yield volatility and 1.07% credit spread. A 2.5% increase/decrease in yield volatility would result in a €1.3 million increase/decrease in fair value.

 

The following table presents the fair value and fair value hierarchy of the Company’s loans and borrowings carried at amortized cost:

 

(EUR in thousands)

 

Level

 

Nominal value

 

 

Carrying value

 

 

Fair value

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

*EUR Term Loan

 

2

 

 

375,000

 

 

 

375,495

 

 

 

386,340

 

*USD Term Loan

 

2

 

 

171,095

 

 

 

172,071

 

 

 

177,058

 

Vendor Loan

 

2

 

 

208,305

 

 

 

214,415

 

 

 

220,025

 

Senior Notes

 

2

 

 

428,500

 

 

 

440,678

 

 

 

445,456

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

*EUR Term Loan

 

2

 

 

375,000

 

 

 

375,905

 

 

 

396,560

 

*USD Term Loan

 

2

 

 

160,772

 

 

 

159,870

 

 

 

169,363

 

Vendor Loan

 

2

 

 

208,305

 

 

 

212,121

 

 

 

216,322

 

Senior Notes

 

2

 

 

428,500

 

 

 

446,739

 

 

 

449,533

 

*The New EUR Term Loan and New USD Term Loan, as defined in the Form 20-F for the year ended September 30, 2024, are referred to as the EUR Term Loan and USD Term Loan, respectively, throughout these condensed consolidated interim financial statements.

 

The following table presents the fair value and fair value hierarchy of the Company's Tax Receivable Liability carried at amortized cost:

 

 

 

Level

 

Carrying value

 

Fair value

December 31, 2024

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

377,331

 

383,207

 

 

 

 

 

 

 

September 30, 2024

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

359,890

 

382,619

 

There were no transfers between levels during any reporting period.

 

There were also no changes in the Company’s valuation processes, valuation techniques and types of inputs used in the fair value measurements during the reporting period.

 

Financial risk management

 

The Company has exposure to credit risk, liquidity risk and market risk. The interim condensed consolidated financial statements do not include all financial risk information and disclosures required in the annual financial statements and should be read in conjunction with the Company’s annual financial statements for the fiscal year ended September 30, 2024.

 

Capital management

 

The board of directors of the Company monitors the Company’s capital management on a regular basis. The Company continually assesses the adequacy of the Company’s capital structure and capacity and adjusts within the context of the Company’s strategy, economic conditions, and risk characteristics of the business.

v3.25.0.1
Loans and Borrowings
3 Months Ended
Dec. 31, 2024
Disclosure of detailed information about borrowings [abstract]  
Loans and Borrowings

11. LOANS AND BORROWINGS

The Company has the following principal and interest payable amounts outstanding for loans and borrowings:

 

(EUR in thousands)

 

Year of maturity

 

December 31, 2024

 

 

September 30, 2024

 

Non-current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

2029

 

 

162,699

 

 

 

152,883

 

Vendor Loan

 

2029

 

 

208,305

 

 

 

208,305

 

Senior Notes

 

2029

 

 

428,500

 

 

 

428,500

 

 

 

 

 

1,174,504

 

 

 

1,164,688

 

Senior Note embedded derivative

 

 

 

 

28,638

 

 

 

28,638

 

Less: amortization under the effective interest method

 

 

 

 

(23,692

)

 

 

(23,361

)

 

 

 

 

1,179,450

 

 

 

1,169,965

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan - interest payable

 

N/A

 

 

3,046

 

 

 

3,591

 

USD Term Loan - current portion

 

2029

 

 

8,396

 

 

 

7,890

 

USD Term Loan - interest payable

 

N/A

 

 

1,909

 

 

 

 

Vendor Loan - interest payable

 

N/A

 

 

6,110

 

 

 

3,816

 

Senior Notes - interest payable

 

N/A

 

 

3,749

 

 

 

9,373

 

 

 

 

 

 

23,210

 

 

 

24,670

 

The Revolving Credit Facility ("RCF") remains undrawn as of December 31, 2024. Please refer to Note 21 – Subsequent events for further information on the utilization of the RCF.

v3.25.0.1
Tax Receivable Agreement
3 Months Ended
Dec. 31, 2024
Tax Receivable Agreement [Abstract]  
Tax Receivable Agreement

12. TAX RECEIVABLE AGREEMENT

 

On October 10, 2023, the Holding entered into the Tax Receivable Agreement with MidCo (together with its permitted successors and assignees' shareholders, the "TRA Participants"). Pursuant to the TRA, the Company must make certain tax benefit payments (which are to be paid in cash in USD) to MidCo as consideration for the Company’s repurchase of 5,648,465 of its ordinary shares from MidCo (please refer to Note 15 - Equity). The TRA requires the Company to make payments to the TRA Participants equal to 85% of certain tax savings (or expected tax savings) in respect of certain tax benefits resulting from the Transaction or that were otherwise available to the Company as of the date of the IPO. Under the TRA, the Company will retain the benefit of the remaining 15% of the applicable tax savings. The timing of payments under the TRA will vary depending upon a number of factors, including the amount, character and timing of the Company's taxable income in the future.

 

As of October 10, 2023, the future payments expected to be made under the TRA totaled approximately $239.4 million for the USD tranche and €298.9 million for the EUR tranche over the upcoming 12 years (equaling the approximate undiscounted TRA payments). The fair value (level 3 Fair Value assessment) of the liability for these future payments was determined to be €355.8 million as of October 10, 2023. At inception the fair value was calculated based on expected cash flows with an assumption regarding expected tax payments denominated in USD and EUR as well as discounting to a present value using the original discount value. As the fair value is not less than the amount payable on demand and the TRA could have been terminated at inception, the fair value was determined under the assumption of an early termination. The fair value at inception, together with the respective expected cash flows, determined an effective interest rate for the USD and an effective interest rate for the EUR tranche.

 

Payments under the TRA are expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce taxes paid to a tax authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the future taxable income, changes in tax legislation or tax rates, or other factors that may impact the Company’s tax savings will be reflected in "Finance cost, net", in the consolidated statements of comprehensive income in the period in which the change occurs.

 

Subsequent to its inception, the TRA is measured at amortized cost taking into consideration the current expected cash flows from the USD tranche as well as EUR tranche and the original effective interest rate. The liability is discounted via the effective interest method and the expenses are recognized within "Finance cost, net." The TRA requires payments to be made in USD and for the EUR tranche to be translated to USD at a spot rate determinable on the date of filing the US tax return for the respective fiscal year. At the end of each reporting period, the TRA liability is remeasured from USD to the Company's functional currency, EUR, for both the USD cash flow tranche and any EUR cash flow tranche that has since been translated into USD under the terms of the agreement. The resulting foreign exchange gain or loss is recognized in the statements of comprehensive income (loss).

 

During the preparation of the Company’s financial statements for the year ended September 30, 2024, the Company identified an inaccurate initial computation of the Tax Receivable Agreement. As a result, Treasury shares and the corresponding TRA liability were stated as €343.6 million and should have been €355.8 million as at October 10, 2023. This was corrected in the Company’s financial statements for the year ended September 30, 2024. The Company has corrected the previously reported Treasury shares balance as at December 31, 2023, in these condensed consolidated interim financial statements. The Company evaluated the quantitative and qualitative effect to the consolidated statements of comprehensive income and deemed it to be immaterial.

 

The total balance of the TRA liability as of December 31, 2024 amounted to €377.3 million, €16.7 million of which is classified as current. The total balance of the TRA liability as of September 30, 2024 amounted to €359.9 million, €15.3 million of which was classified as current.

v3.25.0.1
Government Grant
3 Months Ended
Dec. 31, 2024
Government Grant [Abstract]  
Government Grant

13. GOVERNMENT GRANT

During fiscal year 2023, the Company was awarded a government grant by the state of Mecklenburg-Vorpommern, amounting up to €11.3 million, conditional on the investment in a production facility and the creation of 400 permanent jobs in Pasewalk, Germany. The grant is recognized as deferred income and is released to the statement of comprehensive income over the useful life of the respective assets. €8.7 million of cash from the state Mecklenburg-Vorpommern was received during the year ended September 30, 2024 and €1.9 million of cash was received during the three months ended December 31, 2024. Both cash receipts were recorded as a reduction of the Other financial assets.

v3.25.0.1
Revenue from Contracts with Customers
3 Months Ended
Dec. 31, 2024
Revenue [abstract]  
Revenue from Contracts with Customers

14. REVENUE FROM CONTRACTS WITH CUSTOMERS

For disaggregation of revenue by geography refer to Note 5 – Segment information. Disaggregation of revenue by sales channels was as follows:

 

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

B2B

 

 

182,045

 

 

 

140,410

 

DTC

 

 

178,517

 

 

 

160,655

 

Other

 

 

1,157

 

 

 

1,859

 

Revenue

 

 

361,719

 

 

 

302,924

 

 

Our B2B and DTC channels generate revenue across each of our reportable segments. In our Americas and EMEA reportable segments, the distribution between B2B and DTC revenue approximates the distribution for the consolidated group on a full year basis. Due to the seasonality of the business, as of December 31, 2024, the distribution in the Americas reportable segment has a stronger share in DTC than B2B.

v3.25.0.1
Operating Expenses
3 Months Ended
Dec. 31, 2024
Notes and other explanatory information [abstract]  
Operating Expenses

15. OPERATING EXPENSES

The following summarizes the depreciation, amortization, personnel costs, and impairment recognized in operating expenses during the three months ended December 31, 2024 and 2023:

 

 

 

Three months ended December 31,

 

 

2024

 

2023*

Cost of sales

 

(6,546)

 

(4,769)

Selling and distribution expenses

 

(10,125)

 

(7,966)

General and administrative expenses

 

(2,447)

 

(3,435)

Total depreciation

 

(19,118)

 

(16,170)

 

 

 

 

 

Cost of sales

 

(54)

 

(147)

Selling and distribution expenses

 

(6,751)

 

(6,713)

General and administrative expenses

 

(170)

 

(216)

Total amortization

 

(6,975)

 

(7,076)

 

 

 

 

 

Cost of sales

 

(53,118)

 

(43,318)

Selling and distribution expenses

 

(26,330)

 

(21,034)

General and administrative expenses

 

(12,739)

 

(13,978)

Total personnel costs

 

(92,187)

 

(78,330)

 

 

 

 

 

Selling and distribution expenses

 

(99)

 

-

Total impairment

 

(99)

 

-

*Figures for the three months ended December 31, 2023 have been conformed to the current period presentation.

 

Additionally, Selling and distribution expenses predominantly consists of selling and marketing expenses and logistics expenses. Selling and marketing expenses were 34.5 million and 29.2 million during the three months ended December 31, 2024 and 2023, respectively. Logistic expenses were 31.1 million and 29.7 million during the three months ended December 31, 2024 and 2023, respectively.

v3.25.0.1
Income Tax
3 Months Ended
Dec. 31, 2024
Disclosure of income tax [abstract]  
Income Tax

16. INCOME TAX

The Company determined the reporting period's income tax expense based on an estimate of the annual effective income tax rate in the respective countries applied to the pre-tax result before the tax effect of any discrete items of this reporting period. The components of income tax expenses are as follows:

 

 

 

Three months ended December 31,

(In thousands of Euros)

 

2024

 

2023

Current income taxes

 

(19,976)

 

(4,610)

Deferred income taxes

 

843

 

(2,064)

Income tax expense

 

(19,133)

 

(6,674)

The Company estimates the income tax rate for the fiscal year ending September 30, 2025 will be 34%, compared to 35% for the fiscal year ended September 30, 2024.

The Company has applied the mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities arising from Pillar Two income taxes. The Company has reviewed its corporate structure in the light of the introduction of the Pillar Two Model Rules in various jurisdictions. Since the Company's effective tax rate is above 15% in the jurisdictions in which it operates, it has determined that it is not subject to Pillar Two "top-up" taxes. Therefore, the consolidated financial statements do not include information required by paragraphs 88A-88D of IAS12.

v3.25.0.1
Earnings Per Share
3 Months Ended
Dec. 31, 2024
Earnings per share [abstract]  
Earnings Per Share

17. EARNINGS PER SHARE

Basic and diluted earnings per share is calculated by dividing net profit (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the reporting period.

The calculation of earnings per share is as follows:

 

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Weighted number of outstanding shares

 

 

187,829,202

 

 

 

186,920,154

 

Number of shares with dilutive effects

 

 

189

 

 

 

 

Weighted number of outstanding shares (diluted)

 

 

187,829,391

 

 

 

186,920,154

 

 

 

 

 

 

 

 

Profit (loss) attributable to ordinary shareholders

 

 

20,119

 

 

 

(7,154

)

Basic

 

 

0.11

 

 

 

(0.04

)

Diluted

 

 

0.11

 

 

 

(0.04

)

v3.25.0.1
Share-based Compensation
3 Months Ended
Dec. 31, 2024
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Share-based Compensation
18.
SHARE-BASED COMPENSATION

Selected senior executives of Birkenstock management were given an opportunity to participate in the MIP of MidCo and to indirectly invest in MidCo by purchasing a partial limited partnership interest in, and becoming a limited partner of, BK LC Manco GmbH & Co. KG, a German limited partnership, which holds certain ordinary shares in MidCo, a Luxembourg limited liability company, which is the immediate parent of Birkenstock.

In March 2023, awards for 1,197,100 shares of BK LC Manco GmbH & Co. KG were granted in five separate tranches each representing 20% of the shares. The MIP is accounted for as equity-settled share-based payment transaction in scope of IFRS 2. The vesting periods are up to four years, with 20% of the awards vesting after each year of service provided. The last 20% vests only with an occurrence of an exit. As of the grant date, the Company deemed it more likely than not that an exit event would occur more than 12 months after the grant. Therefore, for the first 20% tranche, the occurrence of an exit event was accounted for as a market condition and was included in the grant date fair value of the awards. For the remaining tranches, the occurrence of an exit event was accounted for as a non-market vesting condition. The Company has considered several scenarios for the timing of the exit event and assigned appropriate probabilities to them.

The weighted average fair value of the awards granted under the MIP was €57.57.

The fair value at grant date was estimated using a DCF model and then a Black-Scholes option pricing model, weighted for the assigned probability of each exit event date scenario. The model takes into account, among other things, a

self-investment as well as the potential development of Birkenstock's ordinary redeemable share price. The historical volatility was derived from a peer group. The ordinary redeemable share price of €72.23 was determined based on the following assumptions:

 

 

Grant date
March 10, 2023

 

Average revenue growth rates (2023-2027) (%)

 

16.5

%

Average EBITDA margin (2023-2027) (%)

 

31.0

%

Terminal growth rate (2023-2027) (%)

 

1.5

%

After-tax discount rate (%)

 

9.9

%

Average capital expenditure investments

85.8million

 

Dividend yield (%)

 

0.0

%

Expected volatility (%)

 

34.4

%

Expected time period (years) (weighted average of the assumed exit event date scenarios)

1.1

 

Risk free interest rate (%) (weighted average of the assumed exit event date scenarios)

 

3.2

%

 

If an exit event of the Company, which is defined as initial public offering or sale, takes place during the vesting period, the entire award is immediately fully vested. Accordingly, the vesting period was variable and was subject to re-estimation each reporting date, based on expected timing of an exit event.

 

As the Company closed its IPO on October 13, 2023, the entire award fully vested during the three months ended December 31, 2023 and the Company recognized €0.5 million and €3.2 million of share-based compensation expenses related to the MIP in "Selling and distribution expenses" and "General and administrative expenses", respectively.

v3.25.0.1
Commitments and Contingencies
3 Months Ended
Dec. 31, 2024
Disclosure of contingent liabilities [abstract]  
Commitments and Contingencies

19. COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of its business, the Company enters into purchase obligations related to property, plant and equipment and intangible assets that do not meet the criteria for recognition as at period-end as the asset has not been received and/or costs have not been incurred. The Company also enters into certain lease contracts for buildings, equipment, and vehicles, which do not meet the criteria for recognition as a lease liability as at each period-end.

The aggregated commitments as of December 31, 2024 and September 30, 2024 is as follows:

 

December 31, 2024

 

September 30, 2024

Purchase commitments

26,930

 

25,778

Lease payments*

10,187

 

13,598

Total

37,117

 

39,376

*Relates to leases not yet commenced to which the Company is committed via signed contracts.

Contingencies

The Company is defending an action brought by a French distributor as a result of the termination of a business relationship. The plaintiff's initial claim amounted to €94.7 million. On January 25, 2024, the commercial court of Nancy, France, delivered its ruling in favor of the Company. The plaintiff appealed against the decision of the commercial court of Nancy on March 14, 2024 and filed their briefing and claim with the Paris Court of Appeal on June 14, 2024. The Company filed its briefing in response on November 12, 2024. The plaintiff reduced some of its claims but also introduced a new claim. In appeal, their claims total approximately €41.6 million. This change is mainly because the plaintiff made no claim in the appeal regarding the alleged loss of clientele. The Company has recognized a provision for management’s best estimate of probable cash outflow.

v3.25.0.1
Related Party
3 Months Ended
Dec. 31, 2024
Disclosure of Related Party Explanatory [Abstract]  
Related Party

20. RELATED PARTY

In the course of the Company’s ordinary business activities, the Company enters into related party transactions with its shareholders and key management personnel.

Parent and ultimate controlling party

The ultimate controlling party of the Company is L Catterton.

Transactions with key management personnel

Key management compensation

Key management personnel for the periods presented consisted of our Chief Executive Officer, Chief Financial Officer, Chief Communications Officer, Chief Legal Officer, Chief Product Officer, Chief Sales Officer, Chief Technical Operations Officer, President EMEA, President Americas and the board of directors.

Key management compensation is comprised of the following:

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Short-term employee benefits

 

 

4,283

 

 

 

3,937

 

Long-term employee benefits

 

 

111

 

 

 

 

Post-employment benefits

 

 

239

 

 

 

278

 

Share-based compensation

 

 

121

 

 

 

2,952

 

Total

 

 

4,754

 

 

 

7,167

 

During the three months ended December 31, 2024 and 2023, director compensation amounted to €0.1 million. This includes the annual grant of restricted share units ("RSUs") to certain non-employee directors with a grant date value of €0.1 million. During the three months ended December 31, 2024 and 2023, the Company incurred €0.1 million in RSU related expenses.

Key management personnel transactions

The Company maintains a long-term business relationship related to the production of advertising content with a model agency, owned by a family member of our Chief Executive Officer. During the three months ended December 31, 2024, the Company incurred marketing expenses in the amount of €0.1 million. No marketing expenses were incurred during the three months ended December 31, 2023.

The Company leased administrative buildings from Ockenfels Group GmbH & Co. KG (“Ockenfels”), an entity managed by our Chief Executive Officer and controlled by AB-Beteiligungs GmbH and CB Beteiligungs GmbH & Co. KG, (collectively, the "Predecessor Shareholders") and made lease payments in the amount of €0.1 million during the three months ended December 31, 2024 and 2023. The lease liability amounted to €1.2 million and €1.3 million as of December 31, 2024 and September 30, 2024, respectively. The corresponding right-of-use assets amounted to €1.1 million and €1.2 million as of December 31, 2024 and September 30, 2024, respectively. Additionally, as of December 31, 2024 and September 30, 2024, the Company also had payables due to Ockenfels in the amount of €2.0 million and €1.8 million, respectively, relating to taxes from activities prior to the Transaction, which was received on behalf of the Predecessor Shareholders

As of December 31, 2024 and September 30, 2024, the Company had outstanding receivables of €9.8 million due from Ockenfels, predominantly relating to trade and value added taxes in connection with the Transaction in 2021 and to be reimbursed by Ockenfels in accordance with the agreements governing the Transaction.

Other related party transactions

Transactions with other related parties primarily consisted of consulting fees for management services provided by and expenses reimbursed to L Catterton Management Company LLC and related entities controlled by the shareholders of the Company. The Company incurred €0.1 million in consulting fees and cost reimbursement expenses during the three months ended December 31, 2024 and 2023. Additionally, the Company recognized sales of €0.1 million during the three months ended December 31, 2024 and 2023.

As of December 31, 2024, the Company has a lease liability of €0.1 million owed to CB Beteiligungs GmbH & Co. KG. As of September 30, 2024, the lease liability amounted to €0.2 million. The corresponding right-of-use asset amounted to €0.1 million and €0.2 million as of December 31, 2024 and September 30, 2024, respectively.

As described in Note 12 - Tax Receivable Agreement, in October 2023 the Company entered into the TRA with the pre-IPO shareholder MidCo. There were no payments made under the TRA during the three months ended December 31, 2024 and

2023. The outstanding balance of the TRA liability as of December 31, 2024 was €377.3 million and €359.9 million as of September 30, 2024.

v3.25.0.1
Subsequent Events
3 Months Ended
Dec. 31, 2024
Disclosure of non-adjusting events after reporting period [abstract]  
Subsequent Events

21. Subsequent Events

On January 13, 2025, €10.0 million of the €225.0 million Revolving Credit Facility (RCF) was separated to a new Ancillary Facility to be used for guarantees. As a result, €215.0 million of the RCF is now available to be drawn.

 

Ivica Krolo was appointed as Chief Financial Officer of the Company's operating business effective from February 1, 2025. He succeeded Dr. Erik Massmann, who stepped down from his duties as of January 31, 2025. Following mutual agreement, Mark Jensen departed from his position as Chief Technical Operations Officer of the Company's operating business as of January 31, 2025.

v3.25.0.1
Significant Accounting Policies (Policies)
3 Months Ended
Dec. 31, 2024
Significant Accounting Policies [Abstract]  
New and amended standards and interpretations adopted by the Company

New and amended standards and interpretations adopted by the Company

The following amended standards became effective for the Company’s fiscal year beginning on October 1, 2024, but did not have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 1 – Non-current liabilities with Covenants (effective for annual periods beginning on or after January 1, 2024).
Amendments to IAS 1 – Classification of Liabilities as current or non-current (effective for annual periods beginning on or after January 1, 2024).
Amendments to IFRS 16 – Lease liability in a sale and lease back (effective for annual periods beginning on or after January 1, 2024).
Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements (effective for annual periods beginning on or after January 1, 2024).
New and amended standards and interpretations issued but not yet effective

New and amended standards and interpretations issued but not yet effective

 

The following standard amendments will be effective for the Company's fiscal year beginning October 1, 2025, or thereafter, and are not expected to have a material impact on the unaudited interim condensed consolidated financial statements of the Company:

 

Amendments to IAS 21 – Lack of Exchangeability (effective for annual periods beginning on or after January 1, 2025).
Amendments IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after January 1, 2026).
Annual Improvements to IFRS Accounting Standards - Volume 11 (effective for annual periods beginning on or after January 1, 2026)
IFRS 19 - Subsidiaries without Public Accountability: Disclosures which permits a subsidiary to provide reduced disclosures when applying IFRS Accounting Standards in its financial statements (effective for reporting periods beginning on or after January 1, 2027 with earlier application permitted).

 

The Company is currently assessing the potential impact of the following standards:

 

Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity (effective for annual periods beginning on or after January 1, 2026)
IFRS 18 - Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after January 1, 2027)
v3.25.0.1
Segment Information (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure of operating segments [abstract]  
Schedule of Operating Segments

Assets and liabilities are neither reported nor reviewed by the CODM at the operating segment level.

 

 

 

Three months ended December 31, 2024

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

 

Corporate / Other

 

Total

Revenue

 

210,700

 

102,759

 

47,103

 

 

360,562

 

1,157

 

361,719

Adjusted EBITDA

 

66,392

 

26,791

 

14,201

 

 

107,384

 

(5,291)

 

102,093

Foreign exchange loss

 

 

 

 

 

 

 

 

 

 

 

 

(11,871)

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

90,222

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(26,192)

Finance cost, net

 

 

 

 

 

 

 

 

 

 

 

 

(24,778)

Profit before tax

 

 

 

 

 

 

 

 

 

 

 

 

39,252

 

 

 

Three months ended December 31, 2023

 

 

Americas

 

EMEA

 

APAC

 

 

Total Reportable Segments

 

Corporate / Other

 

Total

Revenue

 

181,453

 

87,528

 

32,084

 

 

301,065

 

1,859

 

302,924

Adjusted EBITDA

 

51,553

 

24,466

 

10,855

 

 

86,874

 

(5,518)

 

81,356

Foreign exchange loss

 

 

 

 

 

 

 

 

 

 

 

 

(11,655)

IPO-related costs

 

 

 

 

 

 

 

 

 

 

 

 

(7,293)

Share-based compensation expenses

 

 

 

 

 

 

 

 

 

 

 

 

(3,591)

EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

58,817

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

(23,247)

Finance cost, net

 

 

 

 

 

 

 

 

 

 

 

 

(36,050)

Loss before tax

 

 

 

 

 

 

 

 

 

 

 

 

(480)

v3.25.0.1
Inventories (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure Of Inventories [Abstract]  
Summary of Inventories

 

 

December 31, 2024

 

 

September 30, 2024

 

Raw materials

 

 

71,836

 

 

 

61,693

 

Work in progress

 

 

56,257

 

 

 

49,398

 

Finished goods

 

 

591,481

 

 

 

513,716

 

Inventories

 

 

719,574

 

 

 

624,807

 

v3.25.0.1
Financial Instruments and Financial Risk Management (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure of detailed information about financial instruments [abstract]  
Schedule of Fair Values and Fair Value Hierarchy of Financial Instruments Carried at Fair Value on Recurring Basis

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments that are carried at fair value on a recurring basis in the consolidated statements of financial position:

 

 

 

 

 

 

 

Fair value

 

 

 

Level

 

Measurement

 

December 31, 2024

 

 

September 30, 2024

 

Derivative assets

 

 

 

 

 

 

31,103

 

 

 

40,713

 

Senior Note - embedded derivative

 

3

 

FVtPL

 

 

29,352

 

 

 

32,609

 

Currency derivative

 

2

 

FVtPL

 

 

1,750

 

 

 

8,104

 

Derivative liabilities

 

2

 

FVtPL

 

 

18,570

 

 

 

625

 

Schedule of Fair Value and Fair Value Hierarchy of Loans and Borrowings and Tax Receivable Liability Carried at Amortized Cost

The following table presents the fair value and fair value hierarchy of the Company’s loans and borrowings carried at amortized cost:

 

(EUR in thousands)

 

Level

 

Nominal value

 

 

Carrying value

 

 

Fair value

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

*EUR Term Loan

 

2

 

 

375,000

 

 

 

375,495

 

 

 

386,340

 

*USD Term Loan

 

2

 

 

171,095

 

 

 

172,071

 

 

 

177,058

 

Vendor Loan

 

2

 

 

208,305

 

 

 

214,415

 

 

 

220,025

 

Senior Notes

 

2

 

 

428,500

 

 

 

440,678

 

 

 

445,456

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

*EUR Term Loan

 

2

 

 

375,000

 

 

 

375,905

 

 

 

396,560

 

*USD Term Loan

 

2

 

 

160,772

 

 

 

159,870

 

 

 

169,363

 

Vendor Loan

 

2

 

 

208,305

 

 

 

212,121

 

 

 

216,322

 

Senior Notes

 

2

 

 

428,500

 

 

 

446,739

 

 

 

449,533

 

*The New EUR Term Loan and New USD Term Loan, as defined in the Form 20-F for the year ended September 30, 2024, are referred to as the EUR Term Loan and USD Term Loan, respectively, throughout these condensed consolidated interim financial statements.

The following table presents the fair value and fair value hierarchy of the Company's Tax Receivable Liability carried at amortized cost:

 

 

 

Level

 

Carrying value

 

Fair value

December 31, 2024

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

377,331

 

383,207

 

 

 

 

 

 

 

September 30, 2024

 

 

 

 

 

 

Tax receivable agreement liability

 

3

 

359,890

 

382,619

v3.25.0.1
Loans and Borrowings (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure of detailed information about borrowings [abstract]  
Schedule of Principal and Interest Payable Amounts Outstanding

The Company has the following principal and interest payable amounts outstanding for loans and borrowings:

 

(EUR in thousands)

 

Year of maturity

 

December 31, 2024

 

 

September 30, 2024

 

Non-current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan

 

2029

 

 

375,000

 

 

 

375,000

 

USD Term Loan

 

2029

 

 

162,699

 

 

 

152,883

 

Vendor Loan

 

2029

 

 

208,305

 

 

 

208,305

 

Senior Notes

 

2029

 

 

428,500

 

 

 

428,500

 

 

 

 

 

1,174,504

 

 

 

1,164,688

 

Senior Note embedded derivative

 

 

 

 

28,638

 

 

 

28,638

 

Less: amortization under the effective interest method

 

 

 

 

(23,692

)

 

 

(23,361

)

 

 

 

 

1,179,450

 

 

 

1,169,965

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

EUR Term Loan - interest payable

 

N/A

 

 

3,046

 

 

 

3,591

 

USD Term Loan - current portion

 

2029

 

 

8,396

 

 

 

7,890

 

USD Term Loan - interest payable

 

N/A

 

 

1,909

 

 

 

 

Vendor Loan - interest payable

 

N/A

 

 

6,110

 

 

 

3,816

 

Senior Notes - interest payable

 

N/A

 

 

3,749

 

 

 

9,373

 

 

 

 

 

 

23,210

 

 

 

24,670

 

v3.25.0.1
Revenue from Contracts with Customers (Tables)
3 Months Ended
Dec. 31, 2024
Revenue [abstract]  
Summary of Disaggregation of Revenue by Sales Channels

For disaggregation of revenue by geography refer to Note 5 – Segment information. Disaggregation of revenue by sales channels was as follows:

 

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

B2B

 

 

182,045

 

 

 

140,410

 

DTC

 

 

178,517

 

 

 

160,655

 

Other

 

 

1,157

 

 

 

1,859

 

Revenue

 

 

361,719

 

 

 

302,924

 

v3.25.0.1
Operating Expenses (Tables)
3 Months Ended
Dec. 31, 2024
Notes and other explanatory information [abstract]  
Summary of Operating Expenses

The following summarizes the depreciation, amortization, personnel costs, and impairment recognized in operating expenses during the three months ended December 31, 2024 and 2023:

 

 

 

Three months ended December 31,

 

 

2024

 

2023*

Cost of sales

 

(6,546)

 

(4,769)

Selling and distribution expenses

 

(10,125)

 

(7,966)

General and administrative expenses

 

(2,447)

 

(3,435)

Total depreciation

 

(19,118)

 

(16,170)

 

 

 

 

 

Cost of sales

 

(54)

 

(147)

Selling and distribution expenses

 

(6,751)

 

(6,713)

General and administrative expenses

 

(170)

 

(216)

Total amortization

 

(6,975)

 

(7,076)

 

 

 

 

 

Cost of sales

 

(53,118)

 

(43,318)

Selling and distribution expenses

 

(26,330)

 

(21,034)

General and administrative expenses

 

(12,739)

 

(13,978)

Total personnel costs

 

(92,187)

 

(78,330)

 

 

 

 

 

Selling and distribution expenses

 

(99)

 

-

Total impairment

 

(99)

 

-

*Figures for the three months ended December 31, 2023 have been conformed to the current period presentation.

v3.25.0.1
Income Tax (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure of income tax [abstract]  
Schedule of Major Components of Income Tax Expense The components of income tax expenses are as follows:

 

 

 

Three months ended December 31,

(In thousands of Euros)

 

2024

 

2023

Current income taxes

 

(19,976)

 

(4,610)

Deferred income taxes

 

843

 

(2,064)

Income tax expense

 

(19,133)

 

(6,674)

v3.25.0.1
Earnings Per Share (Tables)
3 Months Ended
Dec. 31, 2024
Earnings per share [abstract]  
Schedule of Calculation of Earnings Per Share

The calculation of earnings per share is as follows:

 

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Weighted number of outstanding shares

 

 

187,829,202

 

 

 

186,920,154

 

Number of shares with dilutive effects

 

 

189

 

 

 

 

Weighted number of outstanding shares (diluted)

 

 

187,829,391

 

 

 

186,920,154

 

 

 

 

 

 

 

 

Profit (loss) attributable to ordinary shareholders

 

 

20,119

 

 

 

(7,154

)

Basic

 

 

0.11

 

 

 

(0.04

)

Diluted

 

 

0.11

 

 

 

(0.04

)

v3.25.0.1
Share-based Compensation (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Summary of Fair Value At Grant Date Estimate Using Discounted Cash Flow Model and Black-Scholes Option Pricing Model

The fair value at grant date was estimated using a DCF model and then a Black-Scholes option pricing model, weighted for the assigned probability of each exit event date scenario. The model takes into account, among other things, a

self-investment as well as the potential development of Birkenstock's ordinary redeemable share price. The historical volatility was derived from a peer group. The ordinary redeemable share price of €72.23 was determined based on the following assumptions:

 

 

Grant date
March 10, 2023

 

Average revenue growth rates (2023-2027) (%)

 

16.5

%

Average EBITDA margin (2023-2027) (%)

 

31.0

%

Terminal growth rate (2023-2027) (%)

 

1.5

%

After-tax discount rate (%)

 

9.9

%

Average capital expenditure investments

85.8million

 

Dividend yield (%)

 

0.0

%

Expected volatility (%)

 

34.4

%

Expected time period (years) (weighted average of the assumed exit event date scenarios)

1.1

 

Risk free interest rate (%) (weighted average of the assumed exit event date scenarios)

 

3.2

%

v3.25.0.1
Commitments and Contingencies (Tables)
3 Months Ended
Dec. 31, 2024
Disclosure of contingent liabilities [abstract]  
Schedule of Aggregate Commitments

The aggregated commitments as of December 31, 2024 and September 30, 2024 is as follows:

 

December 31, 2024

 

September 30, 2024

Purchase commitments

26,930

 

25,778

Lease payments*

10,187

 

13,598

Total

37,117

 

39,376

*Relates to leases not yet commenced to which the Company is committed via signed contracts.

v3.25.0.1
Related Party (Tables)
3 Months Ended
Dec. 31, 2024
Notes and other explanatory information [abstract]  
Related Party Transactions

Key management compensation is comprised of the following:

 

 

Three months ended December 31,

 

 

 

2024

 

 

2023

 

Short-term employee benefits

 

 

4,283

 

 

 

3,937

 

Long-term employee benefits

 

 

111

 

 

 

 

Post-employment benefits

 

 

239

 

 

 

278

 

Share-based compensation

 

 

121

 

 

 

2,952

 

Total

 

 

4,754

 

 

 

7,167

 

v3.25.0.1
Segment Information - Additional Information (Details) - Segment
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Disclosure of operating segments [abstract]    
Number of operating segment   4
Number of reportable segment 3 3
v3.25.0.1
Segment Information - Schedule of Operating Segments (Details) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of operating segments [line items]    
Profit (loss) before tax € 39,252 € (480)
Finance costs, net (24,778) (36,050)
Depreciation and amortization (26,192) (23,247)
EBITDA 90,222 58,817
Foreign exchange loss (11,871) (11,655)
IPO-related costs   (7,293)
Share-based compensation expenses   (3,591)
Adjusted EBITDA 102,093 81,356
Revenue 361,719 302,924
Total Reportable Segments    
Disclosure of operating segments [line items]    
Adjusted EBITDA 107,384 86,874
Revenue 360,562 301,065
Total Reportable Segments | Americas    
Disclosure of operating segments [line items]    
Adjusted EBITDA 66,392 51,553
Revenue 210,700 181,453
Total Reportable Segments | EMEA    
Disclosure of operating segments [line items]    
Adjusted EBITDA 26,791 24,466
Revenue 102,759 87,528
Total Reportable Segments | APAC    
Disclosure of operating segments [line items]    
Adjusted EBITDA 14,201 10,855
Revenue 47,103 32,084
Corporate / Other    
Disclosure of operating segments [line items]    
Adjusted EBITDA (5,291) (5,518)
Revenue € 1,157 € 1,859
v3.25.0.1
Property, Plant and Equipment Additional Information (Details) - EUR (€)
€ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of detailed information about property, plant and equipment [abstract]    
Property, plant and equipment acquired € 13.5 € 16.4
v3.25.0.1
Right-of-Use assets - Additional Information (Details) - EUR (€)
€ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Presentation of leases for lessee [abstract]    
Additions to right-of-use assets € 18.2 € 38.5
v3.25.0.1
Inventories - Summary of Inventories (Details) - EUR (€)
€ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Classes of current inventories [abstract]    
Raw materials € 71,836 € 61,693
Work in progress 56,257 49,398
Finished goods 591,481 513,716
Inventories € 719,574 € 624,807
v3.25.0.1
Inventories - Additional Information (Details) - EUR (€)
€ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure Of Inventories [line items]    
Inventories expenses recognised as during period € 68.0 € 54.9
Cost of Sales    
Disclosure Of Inventories [line items]    
Inventory write-down € 3.0 € 2.7
v3.25.0.1
Equity - Additional Information (Details)
€ / shares in Units, $ / shares in Units, € in Thousands, $ in Millions
3 Months Ended
Jul. 03, 2024
$ / shares
shares
Oct. 13, 2023
EUR (€)
shares
Oct. 13, 2023
USD ($)
$ / shares
shares
Oct. 10, 2023
shares
Dec. 31, 2024
EUR (€)
shares
Dec. 31, 2023
EUR (€)
shares
Sep. 30, 2024
shares
Jun. 28, 2024
$ / shares
Oct. 02, 2023
€ / shares
shares
Sep. 30, 2023
shares
Disclosure Of Detailed Information About Equity [line items]                    
Total proceeds from IPO | €         € 449,297        
Ordinary Shares                    
Disclosure Of Detailed Information About Equity [line items]                    
Number of ordinary shares | shares   187,825,592 187,825,592   187,829,202 187,825,592 187,829,202   182,721,369 182,721,369
Ordinary Shares, Secondary Offering                    
Disclosure Of Detailed Information About Equity [line items]                    
Shares issued | shares 16,100,000                  
Ordinary share price | $ / shares               $ 54    
Ordinary shares at a price | $ / shares $ 54                  
Number of shares exercised, option to purchase additional shares | shares 2,100,000                  
Costs incurred | €         € 1,900          
Ordinary Shares                    
Disclosure Of Detailed Information About Equity [line items]                    
Shares issued | shares   10,752,688 10,752,688              
Initial public offering price | $ / shares     $ 46              
Total proceeds from IPO   € 450,000 $ 473.6              
Early repayment of borrowings | €   100,000                
Description of no par value ordinary shares           Prior to the IPO, the Company completed a capital reorganization. On October 2, 2023, the Company converted its share capital, comprised of 182,721,369 ordinary shares of €1.00 par value into 182,721,369 no par value ordinary shares.        
Par value per share | € / shares                 € 1  
Shares repurchased of ordinary shares | shares       5,648,465            
Initial Public Offering                    
Disclosure Of Detailed Information About Equity [line items]                    
Underwriting commission fees | €   19,800                
Deferred offering costs | €   3,000                
USD Term Loan | Ordinary Shares                    
Disclosure Of Detailed Information About Equity [line items]                    
Early repayment of borrowings   € 423,800 $ 450.0              
v3.25.0.1
Financial Instruments and Financial Risk Management - Schedule of Fair Values and Fair Value Hierarchy of Financial Instruments Carried at Fair Value on Recurring Basis (Details) - Recurring Fair Value Measurement - EUR (€)
€ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Disclosure of detailed information about financial instruments [line items]    
Derivative assets € 31,103 € 40,713
Level 2 | FVtPL    
Disclosure of detailed information about financial instruments [line items]    
Currency derivative 1,750 8,104
Derivative liabilities 18,570 625
Level 3 | FVtPL    
Disclosure of detailed information about financial instruments [line items]    
Senior Note - embedded derivative € 29,352 € 32,609
v3.25.0.1
Financial Instruments and Financial Risk Management - Additional Information (Details) - EUR (€)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of fair value measurement [abstract]    
Transfers out of level 1 into level 2 of fair value hierarchy, liabilities held at end of reporting period € 0 € 0
Decrease in fair value recorded through Finance cost, net € 3,200,000  
Percentge of increase decrease in yield volatility 2.50%  
Percentage of yield volatility 40.00%  
Increase/decrease in fair value € 1,300,000  
Percentage of credit spread 1.07%  
v3.25.0.1
Financial Instruments and Financial Risk Management - Schedule of Fair Value and Fair Value Hierarchy of Loans and Borrowings Carried at Amortized Cost (Details) - Level 2 - EUR (€)
€ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Term Loan | EUR    
Disclosure of fair value measurement of liabilities [line items]    
Nominal value € 375,000 € 375,000 [1]
Term Loan | USD    
Disclosure of fair value measurement of liabilities [line items]    
Nominal value 171,095 160,772 [1]
Vendor Loan    
Disclosure of fair value measurement of liabilities [line items]    
Nominal value 208,305 208,305
Senior Notes    
Disclosure of fair value measurement of liabilities [line items]    
Nominal value 428,500 428,500
Carrying Value | Term Loan | EUR    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 375,495 375,905 [1]
Carrying Value | Term Loan | USD    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 172,071 159,870 [1]
Carrying Value | Vendor Loan    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 214,415 212,121
Carrying Value | Senior Notes    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 440,678 446,739
Fair Value | Term Loan | EUR    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 386,340 396,560 [1]
Fair Value | Term Loan | USD    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 177,058 169,363 [1]
Fair Value | Vendor Loan    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings 220,025 216,322
Fair Value | Senior Notes    
Disclosure of fair value measurement of liabilities [line items]    
Loans and borrowings € 445,456 € 449,533
[1] The New EUR Term Loan and New USD Term Loan, as defined in the Form 20-F for the year ended September 30, 2024, are referred to as the EUR Term Loan and USD Term Loan, respectively, throughout these condensed consolidated interim financial statements
v3.25.0.1
Financial Instruments and Financial Risk Management - Schedule of Fair Value and Fair Value Hierarchy of Tax Receivable Liability Carried at Amortized Cost (Details) - EUR (€)
€ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Disclosure of fair value measurement of liabilities [line items]    
Tax receivable agreement liability € 360,620 € 344,590
Carrying Value | Level 3    
Disclosure of fair value measurement of liabilities [line items]    
Tax receivable agreement liability 377,331 359,890
Fair Value | Level 3    
Disclosure of fair value measurement of liabilities [line items]    
Tax receivable agreement liability € 383,207 € 382,619
v3.25.0.1
Loans and Borrowings - Schedule of Principal and Interest Payable Outstanding Amounts (Details) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Disclosure of detailed information about borrowings [line items]    
Senior Note embedded derivative € 28,638 € 28,638
Less: amortization under the effective interest method (23,692) (23,361)
Non-current liabilities 1,179,450 1,169,965
Current liabilities € 23,210 24,670
Term Loan | EUR    
Disclosure of detailed information about borrowings [line items]    
Borrowings, maturity 2029  
Non-current liabilities, gross € 375,000 375,000
Term Loan | USD    
Disclosure of detailed information about borrowings [line items]    
Borrowings, maturity 2029  
Non-current liabilities, gross € 162,699 152,883
Current liabilities € 8,396 7,890
Vendor Loan | EUR    
Disclosure of detailed information about borrowings [line items]    
Borrowings, maturity 2029  
Non-current liabilities, gross € 208,305 208,305
Senior Notes | EUR    
Disclosure of detailed information about borrowings [line items]    
Borrowings, maturity 2029  
Non-current liabilities, gross € 428,500 428,500
Term Loan interest payable    
Disclosure of detailed information about borrowings [line items]    
Non-current liabilities, gross 1,174,504 1,164,688
Term Loan interest payable | EUR    
Disclosure of detailed information about borrowings [line items]    
Current liabilities 3,046 3,591
Term Loan interest payable | USD    
Disclosure of detailed information about borrowings [line items]    
Current liabilities 1,909  
Vendor Loan interest payable | EUR    
Disclosure of detailed information about borrowings [line items]    
Current liabilities 6,110 3,816
Senior Notes interest payable | EUR    
Disclosure of detailed information about borrowings [line items]    
Current liabilities € 3,749 € 9,373
v3.25.0.1
Tax Receivable Agreement - Additional Information (Details)
€ in Thousands, $ in Millions
Oct. 10, 2023
EUR (€)
shares
Oct. 10, 2023
USD ($)
shares
Dec. 31, 2024
EUR (€)
Sep. 30, 2024
EUR (€)
Tax Receivable Agreement [Line Items]        
Payments to the tax receivable agreement (tra) 85.00% 85.00%    
Benefit of the remaining applicable tax savings 15.00% 15.00%    
Future payments expected to be made under Tax Receivable Agreement € 298,900 $ 239.4    
Future expected period of payment to be made under tax receivable agreement 12 years 12 years    
TRA liability current     € 16,711 € 15,300
Carrying Value        
Tax Receivable Agreement [Line Items]        
TRA liability     377,300 359,900
TRA liability current     € 16,700 15,300
Level 3 | Fair Value        
Tax Receivable Agreement [Line Items]        
TRA liability € 355,800     € 343,600
Ordinary Shares        
Tax Receivable Agreement [Line Items]        
Shares repurchased of ordinary shares | shares 5,648,465 5,648,465    
v3.25.0.1
Government Grant - Additional Information (Details)
€ in Millions
12 Months Ended
Sep. 30, 2023
EUR (€)
Job
Dec. 31, 2024
EUR (€)
Sep. 30, 2024
EUR (€)
Disclosure of non-adjusting events after reporting period [line items]      
Government grants € 11.3    
Number of Permanent Jobs | Job 400    
Cash from state Mecklenburg Vorpommern [member]      
Disclosure of non-adjusting events after reporting period [line items]      
Other receivable financial assets   € 1.9 € 8.7
v3.25.0.1
Deferred Income - Additional Information (Details)
€ in Millions
12 Months Ended
Sep. 30, 2023
EUR (€)
Job
Dec. 31, 2024
EUR (€)
Sep. 30, 2024
EUR (€)
Disclosure of non-adjusting events after reporting period [line items]      
Government grant € 11.3    
Number of permanent jobs | Job 400    
Cash from State of Mecklenburg-Vorpommern      
Disclosure of non-adjusting events after reporting period [line items]      
Other receivable financial assets   € 1.9 € 8.7
v3.25.0.1
Revenue from Contracts with Customers - Summary of Disaggregation of Revenue by Sales Channels (Details) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue € 361,719 € 302,924
B2B    
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue 182,045 140,410
DTC    
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue 178,517 160,655
Other    
Disclosure of disaggregation of revenue from contracts with customers [line items]    
Revenue € 1,157 € 1,859
v3.25.0.1
Operating Expenses - Summary of Operating Expenses (Details) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of attribution of expenses by nature to their function [line items]    
Total depreciation € (19,118) € (16,170)
Total amortization (6,975) (7,076)
Total Personnel costs (92,187) (78,330)
Total impairment (99) 0
Cost of Sales    
Disclosure of attribution of expenses by nature to their function [line items]    
Total depreciation (6,546) (4,769)
Total amortization (54) (147)
Total Personnel costs (53,118) (43,318)
Selling and Distribution Expenses    
Disclosure of attribution of expenses by nature to their function [line items]    
Total depreciation (10,125) (7,966)
Total amortization (6,751) (6,713)
Total Personnel costs (26,330) (21,034)
Total impairment (99) 0
General Administration Expenses    
Disclosure of attribution of expenses by nature to their function [line items]    
Total depreciation (2,447) (3,435)
Total amortization (170) (216)
Total Personnel costs € (12,739) € (13,978)
v3.25.0.1
Operating Expenses - Additional Information (Details) - Selling and Distribution Expenses - EUR (€)
€ in Millions
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of attribution of expenses by nature to their function [line items]    
Selling and marketing expenses € 34.5 € 29.2
Logistic expenses € 31.1 € 29.7
v3.25.0.1
Income Tax - Schedule of Major Components of Income Tax Expense (Details) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Disclosure of income tax [abstract]    
Current income taxes € (19,976) € (4,610)
Deferred income taxes 843 (2,064)
Income tax expense € (19,133) € (6,674)
v3.25.0.1
Income Tax - Additional Information (Details)
12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Income Tax [Line items]    
Estimated income tax rate   35.00%
Scenario Forecast    
Income Tax [Line items]    
Estimated income tax rate 34.00%  
v3.25.0.1
Earnings Per Share - Schedule of Calculation of Earnings Per Share (Details) - EUR (€)
€ / shares in Units, € in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Earnings per share [abstract]    
Weighted number of outstanding shares 187,829,202 186,920,154
Number of shares with dilutive effects 189  
Weighted number of outstanding shares (diluted and undiluted) 187,829,391 186,920,154
Profit (loss) attributable to ordinary shareholders € 20,119 € (7,154)
Basic € 0.11 € (0.04)
Diluted € 0.11 € (0.04)
v3.25.0.1
Share-based Compensation - Additional Information (Details) - Management Investment Plan
€ / shares in Units, € in Millions
1 Months Ended 3 Months Ended
Mar. 31, 2023
shares
Tranche
€ / shares
Dec. 31, 2023
EUR (€)
BK LC Manco GmbH & Co. KG    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Number of shares granted | shares 1,197,100  
Number of tranches | Tranche 5  
Percentage of shares granted to each tranche 20.00%  
Granted shares vesting period 4 years  
Percentage of shares granted vesting after each year of service 20.00%  
Percentage of shares granted that vests with occurrence of an exit 20.00%  
Minimum required period for exit event to occur after the grant 12 months  
Weighted average fair value of the awards granted | € / shares € 57.57  
Ordinary redeemable share price | € / shares € 72.23  
BK LC Manco GmbH & Co. KG | First Tranche    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Percentage of grants included in grant date fair value, accounted after occurrence of exit event 20.00%  
Selling and Distribution Expenses    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Recognized share-based compensation expense | €   € 0.5
General and Administrative Expenses    
Disclosure of terms and conditions of share-based payment arrangement [line items]    
Recognized share-based compensation expense | €   € 3.2
v3.25.0.1
Share-based Compensation - Summary of Fair Value At Grant Date Estimate Using Discounted Cash Flow Model and Black-Scholes Option Pricing Model (Details)
€ in Millions
Mar. 10, 2023
EUR (€)
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Average revenue growth rates (2023-2027) (%) 16.50%
Average EBITDA margin (2023-2027) (%) 31.00%
Terminal growth rate (2023-2027) (%) 1.50%
After-tax discount rate (%) 9.90%
Average capital expenditure investments € 85.8
Dividend yield (%) 0.00%
Expected volatility (%) 34.40%
Expected time period (years) (weighted average of the assumed exit event date scenarios) 1 year 1 month 6 days
Risk free interest rate (%) (weighted average of the assumed exit event date scenarios) 3.20%
v3.25.0.1
Commitments and Contingencies - Schedule of Aggregate Commitments (Details) - EUR (€)
€ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Disclosure of contingent liabilities [abstract]    
Purchase commitments € 26,930 € 25,778
Lease payments 10,187 13,598
Total € 37,117 € 39,376
v3.25.0.1
Commitments And Contingencies - Additional Information (Details)
€ in Millions
3 Months Ended
Dec. 31, 2024
EUR (€)
Disclosure of contingent liabilities [abstract]  
Initial planintiff claim amount € 94.7
Plaintiff claim amount € 41.6
v3.25.0.1
Related Party - Related Party Transactions (Details) - EUR (€)
€ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Key Management Personnel    
Disclosure of transactions between related parties [line items]    
Short-term employee benefits € 4,283 € 3,937
Long-term employee benefits 111  
Post-employment benefits 239 278
Share-based compensation 121 2,952
Key management personnel compensation, Total 4,754 7,167
Other Related Party Transactions    
Disclosure of transactions between related parties [line items]    
Key management personnel compensation, Total € 100 € 100
v3.25.0.1
Related Party - Additional Information (Details) - EUR (€)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Disclosure of transactions between related parties [line items]      
Non-employee director cash compensation per year € 100,000 € 100,000  
Right of use Assets 177,280,000   € 171,334,000
Ockenfels      
Disclosure of transactions between related parties [line items]      
Lease payments 100,000 100,000  
Lease liability 1,200,000   1,300,000
Right of use Assets 1,100,000   1,200,000
Outstanding payables 2,000,000   1,800,000
Outstanding receivables 9,800,000   9,800,000
Restricted Share Units      
Disclosure of transactions between related parties [line items]      
Expenses recognized during period 100,000 100,000  
Other related parties [member]      
Disclosure of transactions between related parties [line items]      
Marketing expenses 100,000 0  
Lease liability 100,000   200,000
Right of use Assets 100,000   200,000
Consulting fees and cost reimbursements 100,000 100,000  
Sales 100,000 100,000  
TRA liability 377,300,000   € 359,900,000
Director compensation € 100,000 € 100,000  
v3.25.0.1
Subsequent Events - Additional Information (Details) - EUR (€)
€ in Millions
3 Months Ended
Dec. 31, 2024
Jan. 13, 2025
Disclosure of non-adjusting events after reporting period [abstract]    
Disclosure of events after reporting period [text block]

21. Subsequent Events

On January 13, 2025, €10.0 million of the €225.0 million Revolving Credit Facility (RCF) was separated to a new Ancillary Facility to be used for guarantees. As a result, €215.0 million of the RCF is now available to be drawn.

 

Ivica Krolo was appointed as Chief Financial Officer of the Company's operating business effective from February 1, 2025. He succeeded Dr. Erik Massmann, who stepped down from his duties as of January 31, 2025. Following mutual agreement, Mark Jensen departed from his position as Chief Technical Operations Officer of the Company's operating business as of January 31, 2025.

 
Revolving Credit Facility | Events After Reporting Period    
Disclosure of non-adjusting events after reporting period [line items]    
Revolving credit facility   € 225.0
Revolving credit ancillary facility   10.0
Revolving credit facility available to be drawn   € 215.0

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