6-K
LuxExperience B.V. (LUXE)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO SECTION 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of February 2023
CommissionFile Number: 001-39880
MYT NETHERLANDS PARENT B.V.
\(Exact Name of Registrant as Specified in its Charter\)
Einsteinring 9 85609 Aschheim/Munich Germany +49 89 127695-614 (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form20-F x Form40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On February 23, 2023, MYT Netherlands Parent B.V. will hold a conference call regarding its unaudited financial results for the second fiscal quarter ended December 31, 2022. A copy of the quarterly report for the second quarter of fiscal 2023 is furnished as Exhibit 99.1 hereto.
| Exhibit No. | Description |
|---|---|
| 99.1 | Interim<br> Report for the Three and Six Months Ended December 31, 2022. |
| 99.2 | Q2,<br> FY 2023 Earnings Press Release |
SIGNATURE
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.
| MYT Netherlands Parent B.V. | |
|---|---|
| By: | /s/<br> Martin Beer |
| Name: | Dr.<br> Martin Beer |
| Title: | Chief<br> Financial Officer |
Date: February 23, 2023
Exhibit99.1
INTERIMREPORT
Forthe three and six months ended December 31, 2022
MYTNetherlands Parent B.V.
Einsteinring9
85609Aschheim/Munich
Germany
MYTNetherlands Parent B.V.
FinancialResults and Key Operating Metrics
(Amountsin € millions)
INDEX
| FINANCIAL RESULTS AND KEY OPERATING METRICS | 3 |
|---|---|
| UNAUDITED INTERIM CONDENSED CONSOLIDATED Financial Statements | 6 |
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 25 |
| Quantitative and Qualitative Disclosures about Market Risk | 40 |
| Legal Proceedings | 40 |
2
MYTNetherlands Parent B.V.
FinancialResults and Key Operating Metrics
(Amountsin € millions)
We review a number of operating and financial metrics, including the following business and non-IFRS metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.
We present Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income, and their corresponding margins as a percentage of net sales, because they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items that are outside the control of management or not reflective of our ongoing operations and performance.
Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income have limitations, because they exclude certain types of expenses. Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures.
We use Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income, and their corresponding margins, as additional information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for additional analysis.
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2022 | Change in % / BPs | December 31, 2021 | December 31, 2022 | Change in % / BPs | |
| (in millions) (unaudited) | ||||||
| Gross<br> Merchandise Value (GMV) ^(1)^ | €<br> 200.2 | €<br> 215.9 | 7.8% | €<br> 364.0 | €<br> 413.7 | 13.7% |
| Active<br> customer (LTM in thousands) ^(1), (2)^ | 740 | 814 | 10.1% | 740 | 814 | 10.1% |
| Total<br> orders shipped (LTM in thousands) ^(1), (2)^ | 1,656 | 1,876 | 13.3% | 1,656 | 1,876 | 13.3% |
| Net<br> sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Gross<br> profit | €<br> 100.1 | €<br> 104.2 | 4.0% | €<br> 177.4 | €<br> 192.0 | 8.2% |
| Gross<br> profit margin^(3)^ | 53.4% | 54.8% | 140<br> BPs | 51.4% | 52.5% | 110<br> BPs |
| Operating<br> Income | €<br> 9.2 | €<br> 3.5 | (62.2%) | €<br> 5.5 | €<br> 2.6 | (52.4%) |
| Operating<br> Income margin^(3)^ | 4.9% | 1.8% | (310<br> BPs) | 1.6% | 0.7% | (90<br> BPs) |
| Net<br> Income (loss) | €<br> 2.1 | €<br> (0.5) | (122.3%) | €<br> (5.2) | €<br> (4.3) | (18.4%) |
| Net<br> Income (loss) margin^(3)^ | 1.1% | (0.2%) | (130<br> BPs) | (1.5%) | (1.2%) | 30<br> BPs |
| Adjusted<br> EBITDA^(4)^ | €<br> 28.9 | €<br> 17.7 | (38.6%) | €<br> 43.5 | €<br> 30.4 | (30.1%) |
| Adjusted<br> EBITDA margin^(3)^ | 15.4% | 9.3% | (610<br> BPs) | 12.6% | 8.3% | (430<br> BPs) |
| Adjusted<br> Operating Income^(4)^ | €<br> 26.6 | €<br> 14.9 | (43.9%) | €<br> 39.1 | €<br> 25.1 | (35.8%) |
| Adjusted<br> Operating Income margin^(3)^ | 14.2% | 7.9% | (630<br> BPs) | 11.3% | 6.9% | (440<br> BPs) |
| Adjusted<br> Net Income^(4)^ | €<br> 19.5 | €<br> 11.0 | (43.6%) | €<br> 28.3 | €<br> 18.2 | (35.8%) |
| Adjusted<br> Net Income margin^(3)^ | 10.4% | 5.8% | (460<br> BPs) | 8.2% | 5.0% | (320<br> BPs) |
| (1) | Definition<br> of GMV, Active customer and Total orders shipped can be found on page 29. | |||||
| --- | --- | |||||
| (2) | Active<br> customers and total orders shipped are calculated based on orders shipped from our sites<br> during the last twelve months (LTM) ended on the last day of the period presented. | |||||
| (3) | As<br> a percentage of net sales. | |||||
| (4) | EBITDA,<br> adjusted EBITDA, adjusted Operating Income, adjusted net income are measures not defined<br> under IFRS. For further information about how we calculate these measures and limitations<br> of its use, see page 29. |
3
MYTNetherlands Parent B.V.
FinancialResults and Key Operating Metrics
(Amountsin € millions)
The following tables set forth the reconciliations of net income to EBITDA and adjusted EBITDA, operating income to adjusted operating income and net income to adjusted net income and their corresponding margins as a percentage of net sales:
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % | |
| (in millions) (unaudited) | ||||||
| Net<br> income | €<br> 2.1 | €<br> (0.5) | (122.3%) | €<br> (5.2) | €<br> (4.3) | (18.4%) |
| Finance<br> expenses, net | €<br> 0.2 | €<br> 0.4 | 111.2% | €<br> 0.4 | €<br> 0.8 | 104.2% |
| Income<br> tax expense | €<br> 7.0 | €<br> 3.5 | (49.4%) | €<br> 10.4 | €<br> 6.1 | (41.1%) |
| Depreciation<br> and amortization | €<br> 2.3 | €<br> 2.8 | 23.9% | €<br> 4.4 | €<br> 5.3 | 20.4% |
| thereof depreciation of<br><br> <br>right-of use assets | € 1.4 | € 2.1 | 52.8% | € 2.7 | € 3.8 | 40.5% |
| EBITDA | €<br> 11.5 | €<br> 6.3 | (45.3%) | €<br> 10.0 | €<br> 8.0 | (20.0%) |
| Other<br> transaction-related,<br><br> <br>certain<br> legal and other expenses ^(1)^ | €<br> 1.0 | €<br> 1.8 | 67.5% | €<br> 1.0 | €<br> 3.2 | 206.3% |
| Share-based<br> compensation ^(2)^ | €<br> 16.3 | €<br> 9.7 | (40.7%) | €<br> 32.5 | €<br> 19.2 | (40.8%) |
| Adjusted<br> EBITDA | €<br> 28.9 | €<br> 17.7 | (38.6%) | €<br> 43.5 | €<br> 30.4 | (30.1%) |
| Reconciliation to Adjusted EBITDA Margin | ||||||
| Net<br> Sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Adjusted<br> EBITDA margin | 15.4% | 9.3% | (610<br> BPs) | 12.6% | 8.3% | (430<br> BPs) |
| Three Months Ended | Six Months Ended | |||||
| --- | --- | --- | --- | --- | --- | --- |
| December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % | |
| (in millions) (unaudited) | ||||||
| Operating<br> Income | €<br> 9.2 | €<br> 3.5 | (62.2%) | €<br> 5.5 | €<br> 2.6 | (52.4%) |
| Other<br> transaction-related,<br><br> <br>certain<br> legal and other expenses ^(1)^ | €<br> 1.0 | €<br> 1.8 | 67.5% | €<br> 1.0 | €<br> 3.2 | 206.3% |
| Share-based<br> compensation ^(2)^ | €<br> 16.3 | €<br> 9.7 | (40.7%) | €<br> 32.5 | €<br> 19.2 | (40.8%) |
| Adjusted<br> Operating Income | €<br> 26.6 | €<br> 14.9 | (43.9%) | €<br> 39.1 | €<br> 25.1 | (35.8%) |
| Reconciliation to Adjusted Operating Income Margin | ||||||
| Net<br> Sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Adjusted<br> Operating Income margin | 14.2% | 7.9% | (630<br> BPs) | 11.3% | 6.9% | (440<br> BPs) |
4
MYTNetherlands Parent B.V.
FinancialResults and Key Operating Metrics
(Amountsin € millions)
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % | |
| (in millions) (unaudited) | ||||||
| Net<br> Income | €<br> 2.1 | €<br> (0.5) | (122.3%) | €<br> (5.2) | €<br> (4.3) | (18.4%) |
| Other<br> transaction-related,<br><br> <br>certain<br> legal and other expenses ^(1)^ | €<br> 1.0 | €<br> 1.8 | 67.5% | €<br> 1.0 | €<br> 3.2 | 206.3% |
| Share-based<br> compensation ^(2)^ | €<br> 16.3 | €<br> 9.7 | (40.7%) | €<br> 32.5 | €<br> 19.2 | (40.8%) |
| Adjusted<br> Net Income | €<br> 19.5 | €<br> 11.0 | (43.6%) | €<br> 28.3 | €<br> 18.2 | (35.8%) |
| Reconciliation to Adjusted Net Income Margin | ||||||
| Net<br> Sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Adjusted<br> Net Income margin | 10.4% | 5.8% | (460<br> BPs) | 8.2% | 5.0% | (320<br> BPs) |
| (1) | Other<br> transaction-related, certain legal and other expenses represent (i) professional fees, including<br> advisory and accounting fees, related to potential transactions, (ii) certain legal expenses<br> incurred outside the ordinary course of our business and (iii) other non-recurring expenses<br> incurred in connection with the costs of establishing our new central warehouse in Leipzig,<br> Germany. | |||||
| --- | --- | |||||
| (2) | Certain<br> key management members and supervisory board members were granted share-based compensation,<br> for which the share-based compensation expense will be recognized upon defined vesting schedules<br> in the future periods. Our methodology to adjust for share-based compensation and subsequently<br> calculate Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income has changed.<br> Prior to Q2 of fiscal year 2023, MYT Netherlands Parent B.V. and its subsidiaries (“Mytheresa<br> Group”) only adjusted for share-based compensation expenses connected to the IPO. As<br> of Q2 of FY23 we also adjusted for share-based compensation expenses recognized in connection<br> with grants under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management<br> members and share-based compensation expenses due to Supervisory Board Members Plans. Therefore,<br> starting with Q2 of fiscal year 2023, Adjusted EBITDA, Adjusted Operating Income and Adjusted<br> Net Income have been adjusted for all share-based compensation expenses to make the presentation<br> consistent with common practice in the industry and comparable to Mytheresa Group peers.<br> Therefore, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in current<br> and prior periods presented have been changed to reflect this consistent presentation. We<br> do not consider share-based compensation expenses to be indicative of our core operating<br> performance. For further information about how we calculate these measures and limitations<br> of its use including a reconciliation of amounts under our former methodology to our current<br> methodology, see page 28. | |||||
| --- | --- |
5
MYTNETHERLANDS PARENT B.V. – UNAUDITED CONDENSED CONSOLIDATED
INTERIMFINANICAL STATEMENTS
| INDEX | Page |
|---|---|
| Unaudited Condensed Consolidated<br> Statements of Profit and Comprehensive Income | 7 |
| Unaudited Condensed Consolidated<br> Statements of Financial Position | 8 |
| Unaudited Condensed Consolidated<br> Statements of Changes in Equity | 9 |
| Unaudited Condensed Consolidated<br> Statements of Cash Flows | 10 |
| Notes to the Interim Condensed<br> Consolidated Financial Statements | 11 |
6
MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Profit and Comprehensive Income
(Amountsin € thousands, except share and per share data)
| Three Months Ended | Six Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in € thousands) | Note | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 | ||||
| Net<br> sales | 7 | 187,571 | 190,092 | 345,402 | 365,983 | ||||
| Cost<br> of sales, exclusive of depreciation and amortization | 8 | (87,453) | (85,925) | (167,969) | (174,020) | ||||
| Gross profit | 100,118 | 104,167 | 177,433 | 191,963 | |||||
| Shipping<br> and payment cost | (25,509) | (28,284) | (45,476) | (52,313) | |||||
| Marketing<br> expenses | (23,828) | (28,802) | (46,256) | (54,156) | |||||
| Selling,<br> general and administrative expenses | (40,980) | (39,089) | (77,138) | (76,733) | |||||
| Depreciation<br> and amortization | (2,261) | (2,801) | (4,443) | (5,349) | |||||
| Other<br> (expense) income, net | 1,708 | (1,698) | 1,427 | (772) | |||||
| Operating income | 9,246 | 3,493 | 5,547 | 2,640 | |||||
| Finance<br> income | - | 244 | - | 248 | |||||
| Finance<br> costs | (199) | (664) | (388) | (1,040) | |||||
| Finance income (costs), net | 9 | (199) | (420) | (388) | (792) | ||||
| Income before income taxes | 9,048 | 3,073 | 5,159 | 1,848 | |||||
| Income<br> tax expense | 10 | (6,982) | (3,535) | (10,390) | (6,116) | ||||
| Net income (loss) | 2,066 | (462) | (5,230) | (4,268) | |||||
| Cash<br> Flow Hedge | (1,088) | 4,761 | (2,169) | 1,701 | |||||
| Income<br> Taxes related to Cash Flow Hedge | 336 | (1,329) | 604 | (475) | |||||
| Foreign<br> currency translation | (28) | 52 | (54) | 27 | |||||
| Other comprehensive income (loss) | (780) | 3,484 | (1,619) | 1,254 | |||||
| Comprehensive income (loss) | 1,287 | 3,022 | (6,849) | (3,014) | |||||
| Basic<br> & diluted earnings per share | € | 0.02 | € | (0.01) | € | (0.06) | € | (0.05) | |
| Weighted<br>average ordinary shares outstanding (basic) – in millions ^(1)^ | 86.3 | 86.6 | 86.3 | 86.6 | |||||
| Weighted<br>average ordinary shares outstanding (diluted) – in millions ^(1)^ | 87.7 | 86.6 | 86.3 | 86.6 |
| (1) | In<br> accordance with IAS 33, includes contingently issuable shares that are fully vested and can<br> be converted at any time for no consideration. For further details, refer to note 14. |
|---|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
7
MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Financial Position
(Amountsin € thousands)
| (in € thousands) | Note | June 30, 2022 | December 31, 2022 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Non-current<br> financial assets | 13 | 294 | 4,763 |
| Intangible<br> assets and goodwill | 155,223 | 155,021 | |
| Property<br> and equipment | 11 | 17,691 | 28,774 |
| Right-of-use<br> assets | 12 | 21,677 | 45,529 |
| Deferred<br> tax assets | 6,090 | 6,090 | |
| Total non-current assets | 200,975 | 240,177 | |
| Current assets | |||
| Inventories | 230,144 | 307,990 | |
| Trade<br> and other receivables | 8,276 | 7,553 | |
| Other<br> assets | 13 | 61,874 | 40,081 |
| Cash<br> and cash equivalents | 113,507 | 51,880 | |
| Total current assets | 413,801 | 407,503 | |
| Total assets | 614,776 | 647,680 | |
| Shareholders’ equity and liabilities | |||
| Subscribed<br> capital | 1 | 1 | |
| Capital<br> reserve | 14 | 498,872 | 517,630 |
| Accumulated<br> Deficit | (68,734) | (73,002) | |
| Accumulated<br> other comprehensive income | 15 | 1,528 | 2,782 |
| Total shareholders’ equity | 431,667 | 447,411 | |
| Non-current liabilities | |||
| Provisions | 758 | 2,623 | |
| Lease<br> liabilities | 12 | 16,817 | 40,055 |
| Deferred<br> tax liabilities | 3,661 | 7,201 | |
| Total non-current liabilities | 21,237 | 49,879 | |
| Current liabilities | |||
| Tax<br> liabilities | 25,892 | 22,053 | |
| Cash-settled<br> share-based payment liability | 4,<br> 14 | - | 1,545 |
| Lease<br> liabilities | 12 | 5,189 | 5,297 |
| Contract<br> liabilities | 10,746 | 7,915 | |
| Trade<br> and other payables | 45,156 | 43,290 | |
| Other<br> liabilities | 74,889 | 70,291 | |
| Total current liabilities | 161,872 | 150,390 | |
| Total liabilities | 183,109 | 200,369 | |
| Total shareholders’ equity and liabilities | 614,776 | 647,680 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
8
MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Changes in Equity
(Amountsin € thousands)
| (in € thousands) | Subscribed capital | Capital reserve | Accumulated deficit | Hedging reserve | Foreign currency translation reserve | Total shareholders’ equity |
|---|---|---|---|---|---|---|
| Balance as of July 1, 2021 | 1 | 444,951 | (60,837) | - | 1,602 | 385,718 |
| Net<br> loss | - | - | (5,230) | - | - | (5,230) |
| Other<br> comprehensive loss | - | - | - | (1,566) | (53) | (1,619) |
| Comprehensive loss | - | - | (5,230) | (1,566) | (53) | (6,849) |
| Share-based<br> compensation | - | 32,473 | - | - | - | 32,473 |
| Balance as of December 31, 2021 | 1 | 477,424 | (66,067) | (1,566) | 1,549 | 411,342 |
| Balance as of July 1, 2022 | 1 | 498,872 | (68,734) | - | 1,528 | 431,667 |
| Net<br> loss | - | - | (4,268) | - | - | (4,268) |
| Other<br> comprehensive income | - | - | - | 1,227 | 27 | 1,254 |
| Comprehensive loss | - | - | (4,268) | 1,227 | 27 | (3,014) |
| Share<br> options exercised | - | 1,077 | - | - | - | 1,077 |
| Share-based<br> compensation | - | 19,226 | - | - | - | 19,226 |
| Reclassification<br> due to cash-settlement of Share-based compensation ^(1)^ | - | (1,545) | - | - | - | (1,545) |
| Balance as of December 31, 2022 | 1 | 517,630 | (73,002) | 1,227 | 1,555 | 447,411 |
| (1) | For<br> further details, refer to note 14. | |||||
| --- | --- |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
9
MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Cash Flows
(Amountsin € thousands)
| Six months ended December 31, | |||
|---|---|---|---|
| (in € thousands) | Note | 2021 | 2022 |
| Net<br> loss | (5,230) | (4,268) | |
| Adjustments for | |||
| Depreciation<br> and amortization | 4,443 | 5,349 | |
| Finance<br> (income) costs, net | 388 | 792 | |
| Share-based<br> compensation | 32,473 | 19,226 | |
| Income<br> tax expense | 10,390 | 6,116 | |
| Change in operating assets and liabilities | |||
| (Decrease)<br> increase in provisions | 25 | 1,865 | |
| (Increase)<br> decrease in inventories | 2,741 | (77,846) | |
| (Increase)<br> decrease in trade and other receivables | (36,785) | 722 | |
| Decrease<br> (increase) in other assets | (2,817) | 23,528 | |
| (Decrease)<br> increase in other liabilities | 10,267 | (4,452) | |
| Increase<br> (decrease) in contract liabilities | (2,661) | (2,831) | |
| Increase<br> (decrease) in trade and other payables | (4,387) | (1,910) | |
| Decrease<br> (increase) in non-current financial assets | (15) | (4,493) | |
| Income<br> taxes paid | (1,674) | (6,896) | |
| Net cash from (used in) operating activities | 7,172 | (45,088) | |
| Expenditure<br> for property and equipment and intangible assets | (1,057) | (12,396) | |
| Net cash used in investing activities | (1,057) | (12,396) | |
| Interest<br> paid | (388) | (792) | |
| Proceeds<br> from exercise of option awards | - | 1,077 | |
| Payment<br> of lease liabilities | (2,689) | (4,340) | |
| Net cash used in financing activities | (3,076) | (4,055) | |
| Net increase (decrease) in cash and cash equivalents | 3,038 | (61,539) | |
| Cash and cash equivalents at the beginning of the period | 76,760 | 113,507 | |
| Effects of exchange rate changes on cash and cash equivalents | (53) | (88) | |
| Cash and cash equivalents at end of the period | 79,745 | 51,880 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
10
| 1. | Corporate<br> information |
|---|
MYT Netherlands Parent B.V. (the “Company”, together with its subsidiaries, “Mytheresa Group”) is a private company with limited liability incorporated by MYT Holding LLC under the laws of the Netherlands on May 31, 2019. The statutory seat of the Company is in Amsterdam, the Netherlands. The registered office address of the Company is Einsteinring 9, 85609 Aschheim, Germany. The Company is registered at the trade register of the German Chamber of Commerce under number 261084.
The Company is a holding company. Through its subsidiary Mytheresa Group GmbH (“MGG”), Mytheresa Group operates a digital platform for the global luxury consumer, in addition to its flagship retail store and men’s location in Munich. Mytheresa Group started as one of the first multi-brand luxury boutiques in Germany and launched its online business in 2006. Mytheresa Group provides customers with a highly curated selection of products, access to exclusive capsule collections, in-house produced content, and a personalized, memorable shopping experience.
As of December 31, 2022, 78.3% of the shares of the Company were held by MYT Holding LLC, USA. The ultimate controlling party of Mytheresa Group is MYT Ultimate Parent LLC, USA as of December 31, 2022.
The interim consolidated financial statements of Mytheresa Group were authorized for issue by the Management Board on February 8, 2023.
| 2. | Basis<br> of preparation |
|---|
These interim condensed consolidated financial statements as of and for the three and six months ended December 31, 2021 and 2022 were prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial and notes thereto included in the Company’s Annual Report on Form 20-F for the year ended June 30, 2022, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, taking into account the recommendations of the International Financial Reporting Standards Interpretations Committee (“IFRIC”).
Mytheresa Group’s fiscal year ends June 30. All intercompany transactions are eliminated during the preparation of the interim condensed consolidated financial statements.
The interim condensed consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated. The interim condensed consolidated financial statements are presented in Euro (“€”), which is Mytheresa Group’s functional currency. All amounts are rounded to the nearest thousands, except when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.
The interim condensed consolidated financial statements are prepared under the assumption that the business will continue as a going concern. Management believes that Mytheresa Group has adequate resources to continue operations for the foreseeable future.
Fluctuations in the results of operations for the three and six months ended December 31, 2021 and 2022 may be related to seasonality in Mytheresa Group’s business, such as shifts in overall sale seasons. Seasonality in Mytheresa Group’s business thus does not follow that of traditional retailers, such as the typical concentration of net sales in the holiday quarter since the business is worldwide.
| 3. | Impacts<br> to the consolidated financial statements due to Covid-19 pandemic, cost inflation, sanctions<br> on Russia and war in Ukraine and other economic factors which may lead to a potential recession<br> in certain markets |
|---|
Although the persistent COVID-19 pandemic has had a substantial impact on the global economy, Mytheresa Group has not yet experienced material declines in revenue, deterioration in net assets, or other material adverse effects from the pandemic. While the COVID-19 situation is now easing in the US and Europe, China is suffering from its reversal of the Zero-COVID strategy.
To date, Mytheresa Group has incurred no significant supply chain or logistics disruptions with its brand partners, shipping providers or our in-house operations.
11
In fiscal 2022 and as of this reporting date, Mytheresa Group has not been impacted significantly from the COVID-19 pandemic.
The COVID-19 pandemic, remains an evolving situation, especially in China. Uncertainties in the global economy may adversely impact the Mytheresa Group’s brand partners, customers, and other business partners and availability of our workforce, which may interrupt its supply chain, impact future sales, and require other changes to our operations. With a global or regional recovery from the COVID-19 pandemic, the Mytheresa Group online shops may suffer from reduced online demand and therefore slower revenue growth. These uncertainties may also lead to increased asset recovery and valuation risks, such as potential impairment of goodwill and intangible assets and inventories. However, management does not currently anticipate any long-term adverse effects from the pandemic.
Overall inflation is reflected in customer price increases, as the Mytheresa Group takes expected increases in recommended retail prices from its suppliers into consideration when determining its own price increases. The demand for luxury products worldwide has been less effected by demand shifts due to inflation than other industries. Nevertheless, Mytheresa also faced increased cost inflation on energy, logistics, labor and other parts of the Mytheresa business model. In addition, these macro-economic factors, including rising interest rates, may lead to a potential recession in certain markets. These uncertainties may have a continuous negative effect on overall customer demand.
The net sales growth for the three and six months ended December 31, 2022 was impacted by overall economic trends, such as inflation and a potential recession, which had an effect on customer sentiment. Additionally, the war in Ukraine and Covid-related effects in Asia affected customer sentiment, which caused lower growth in net sales compared to the three and six months ended December 31, 2021. The increase in net sales is also affected by brands transitioning from the wholesale model to the CPM.
| 4. | Significant<br> accounting policies |
|---|
The accounting policies applied by Mytheresa Group in these interim condensed consolidated financial statements are the same as those applied by Mytheresa Group in its consolidated financial statements for fiscal 2022. As of December 31, 2022, we extended our share-based compensation policy to include cash-settled transactions.
Share-basedcompensation arrangements
Cash-settledtransactions
For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured at the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the reporting period. The company intends to continue to settle all remaining awards in equity. See note 14 on share-based compensation for further details.
| 5. | Critical<br> accounting judgments and key estimates and assumptions |
|---|
The preparation of Mytheresa Group’s interim condensed consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of net sales, expenses, assets and liabilities, and the accompanying note disclosures. 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, the significant judgments made by management in applying Mytheresa Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for fiscal 2022. Additionally, judgments and estimates were made in determining the fair value of the cash-settled share-based compensation. For further discussion of the inputs used in the measurement of the fair value, refer to note 14.
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| 6. | Segment<br> information |
|---|
In line with the management approach, the operating segments were identified on the basis of Mytheresa Group’s internal reporting and how our chief operating decision maker (CODM), assesses the performance of the business. Mytheresa Group collectively identifies its Chief Executive Officer and Chief Financial Officer as the CODM. On this basis, Mytheresa Group identifies its online operations and retail store as separate operating segments. Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business.
Segment EBITDA is defined as operating income excluding depreciation and amortization.
Assets are not allocated to the different business segments for internal reporting purposes.
The following is a reconciliation of the Company’s segment EBITDA to consolidated net income.
| Three months ended December 31, 2021 | |||||
|---|---|---|---|---|---|
| (in € thousands) | Online | Retail Stores | Segments total | Reconciliation^(1)^ | IFRS consolidated |
| Net<br> Sales | 183,335 | 4,236 | 187,571 | - | 187,571 |
| Segment EBITDA | 34,134 | 1,396 | 35,529 | (24,022) | 11,508 |
| Depreciation<br> and amortization | (2,261) | ||||
| Finance<br> income (costs), net | (199) | ||||
| Income<br> tax expense | (6,982) | ||||
| Net income | 2,066 | ||||
| Six months ended December 31, 2021 | |||||
| --- | --- | --- | --- | --- | --- |
| (in € thousands) | Online | Retail Stores | Segments total | Reconciliation^(1)^ | IFRS consolidated |
| Net<br> Sales | 336,966 | 8,436 | 345,402 | - | 345,402 |
| Segment EBITDA | 51,891 | 2,595 | 54,486 | (44,495) | 9,991 |
| Depreciation<br> and amortization | (4,443) | ||||
| Finance<br> income (costs), net | (388) | ||||
| Income<br> tax expense | (10,390) | ||||
| Net income | (5,230) | ||||
| (1) | During<br> the three and six months ended December 31, 2021, there were €6,623 thousand and €10,962<br> thousand in corporate administrative expenses that were not assigned to either the online<br> operations or retail stores. Additionally, there were €1,060 thousand in expenses in<br> the three and six months ended December 31, 2021 related to Other transaction-related,<br> certain legal and other expenses, and Share-based compensation expenses of €16,339 thousand<br> and €32,473 thousand. | ||||
| --- | --- | ||||
| Three months ended December 31, 2022 | |||||
| --- | --- | --- | --- | --- | --- |
| (in € thousands) | Online | Retail Stores | Segments total | Reconciliation^(1)^ | IFRS consolidated |
| Net<br> Sales | 185,907 | 4,185 | 190,092 | - | 190,092 |
| Segment EBITDA | 19,114 | 1,758 | 20,872 | (14,578) | 6,294 |
| Depreciation<br> and amortization | (2,801) | ||||
| Finance<br> income (costs), net | (420) | ||||
| Income<br> tax expense | (3,535) | ||||
| Net income | (462) |
13
| Six months ended December 31, 2022 | |||||
|---|---|---|---|---|---|
| (in € thousands) | Online | Retail Stores | Segments total | Reconciliation^(1)^ | IFRS consolidated |
| Net<br> Sales | 357,653 | 8,330 | 365,983 | - | 365,983 |
| Segment EBITDA | 33,087 | 3,259 | 36,346 | (28,357) | 7,989 |
| Depreciation<br> and amortization | (5,349) | ||||
| Finance<br> income (costs), net | (792) | ||||
| Income<br> tax expense | (6,116) | ||||
| Net income | (4,268) | ||||
| (1) | During<br> the three and six months ended December 31, 2022, there were €3,138 thousand and €5,915<br> thousand in corporate administrative expenses that were not assigned to either the online<br> operations or retail stores. Additionally, there were €1,758 thousand and €3,216<br> thousand in expenses related to Other transaction-related, certain legal and other expenses<br> and Share-based compensation expenses totaling €9,682 thousand and €19,226 thousand. | ||||
| --- | --- | ||||
| 7. | Net<br> Sales and geographic information | ||||
| --- | --- |
Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the two retail stores is earned in Germany. Geographic location of online revenue is determined based on the location of delivery to the end customer. Mytheresa Group generates revenue from the sale of merchandise shipped to customers as well as from commissions for the rendering of services in connection with the Curated Platform Model (CPM).
The following table provides Mytheresa Group's net sales by geographic location:
| For the three months ended December 31, | ||||
|---|---|---|---|---|
| (in € thousands) | 2021 | 2022 | ||
| Germany | 34,738 | 18.5% | 33,627 | 17.7% |
| United<br> States | 30,555 | 16.3% | 33,380 | 17.6% |
| Europe<br> (excluding Germany) ^(*)^ | 75,460 | 40.2% | 73,433 | 38.6% |
| Rest<br> of the world | 46,818 | 25.0% | 49,652 | 26.1% |
| 187,571 | 100.0% | 190,092 | 100.0% | |
| For the six months ended December 31, | ||||
| --- | --- | --- | --- | --- |
| (in € thousands) | 2021 | 2022 | ||
| Germany | 65,421 | 18.9% | 62,649 | 17.1% |
| United<br> States | 53,236 | 15.4% | 61,470 | 16.8% |
| Europe<br> (excluding Germany) ^(*)^ | 139,129 | 40.3% | 141,907 | 38.8% |
| Rest<br> of the world | 87,617 | 25.4% | 99,957 | 27.3% |
| 345,402 | 100.0% | 365,983 | 100.0% |
(1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
(*) Including United Kingdom.
14
All amounts classified within net sales are derived from the sale of luxury goods and rendering of services. Net sales related to rendering of services is below 10% of total net sales. No single customer accounted for more than 10% of Mytheresa Group’s net sales in any of the periods presented. Substantially, all long-lived assets are located in Germany.
Net sales recognized from contract liabilities were negative €753 thousand for the six months ended December 31, 2022 and €491 thousand for the six months ended December 31, 2021.
Application of hedge accounting for the six months ended December 31, 2022 resulted in a €249 thousand decrease to net sales and for the six months ended December 31, 2021 a decrease of €927 thousand.
| 8. | Cost<br> of sales, exclusive of depreciation and amortization |
|---|
The following table provides Mytheresa Group's inventory write-downs classified as Cost of sales, exclusive of depreciation and amortization:
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| (in € thousands) | 2021 | 2022 | 2021 | 2022 |
| Inventory write-downs | (1,881) | (268) | (2,993) | (490) |
Inventory is written down when its net realizable value is below its carrying amount. Mytheresa Group estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in selling prices due to seasonality, less estimated costs necessary to complete the sale.
| 9. | Finance<br> income (costs), net |
|---|
The following table provides Mytheresa Group's Finance income (costs), net:
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| (in € thousands) | 2021 | 2022 | 2021 | 2022 |
| Interest<br> expenses on revolving credit facilities | (45) | (67) | (54) | (160) |
| Interest<br> expenses on leases | (154) | (597) | (334) | (879) |
| Total finance costs | (199) | (664) | (388) | (1,040) |
| Other<br> interest income | - | 244 | - | 248 |
| Total finance income | - | 244 | - | 248 |
| Finance income (costs), net | (199) | (420) | (388) | (792) |
| 10. | Income<br> taxes | |||
| --- | --- |
In accordance with IAS 34 (Interim Financial Reporting) income tax expense for the condensed consolidated interim financial statements is calculated on the basis of the average annual tax rate that is expected for the entire fiscal year, adjusted for the tax effect of certain items recognized in the full interim period. As such, the effective tax rate in the interim financial statements may differ from management’s best estimate of the effective rate.
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| (in %) | 2021 | 2022 | 2021 | 2022 |
| Effective tax rate | 77.2% | 115.0% | 201.3% | 330.9% |
15
The change in effective tax rate for the three and six months ended December 31, 2021 and 2022 results from share-based payments programs for which the expenses are non-deductible for tax purposes.
MYT Netherlands Parent B.V. and Mytheresa Group GmbH signed a profit and loss transfer agreement on September 5, 2022. With its entry in the commercial register of Mytheresa Group GmbH on December 28, 2022, the profit and loss transfer agreement became effective, forming a tax group for German tax purposes between those entities starting from July 1, 2022 onwards. Due to additional profit and loss transfer agreements concluded between Mytheresa Group GmbH and other German Mytheresa Group companies in previous years, the German tax group also comprises of the following companies from July 1, 2022 onwards:
| - | mytheresa.com<br> GmbH |
|---|---|
| - | Theresa<br> Warenvertrieb GmbH |
| --- | --- |
| - | mytheresa.com<br> Service GmbH |
| --- | --- |
| - | Mytheresa<br> International Services GmbH |
| --- | --- |
| 11. | Property<br> and equipment |
| --- | --- |
Property and equipment increased from €17,691 thousand as of June 30, 2022 by €11,083 thousand to €28,774 thousand as of December 31, 2022 mainly due to an increase in leasehold improvements for our new warehouse in Leipzig, Germany. Mytheresa Group is committed to incur additional capital expenditure to purchase equipment of around €16,335 thousand. These commitments are expected to be settled in fiscal 2023 and fiscal 2024.
| 12. | Leases |
|---|
During the six months ended December 31, 2022, Mytheresa Group commenced a lease contract for a new warehouse in Leipzig, Germany, with a contractual term of 10 years. On lease commencement, the Group recognized additional €25,661 thousand of right-of-use asset and €23,816 lease liability. The lease includes two extension options, each for an additional five years, which are currently not reflected in the measurement of the right of use asset and lease liability.
16
| 13. | Other assets and non-current financial assets |
|---|
Details of other assets consist of the following:
| (in € thousands) | June 30, 2022 | December 31, 2022 |
|---|---|---|
| Right<br> of return assets | 10,096 | 7,788 |
| Current<br> VAT receivables | - | 3,281 |
| Prepaid<br> expenses | 5,609 | 9,068 |
| Receivables<br> from payment service providers | 371 | 1,565 |
| Advanced<br> payments | 1,465 | 1,737 |
| Deposits | 414 | 462 |
| Receivables<br> from brand partners ^(1)^ | 33,611 | 363 |
| DDP<br> duty drawbacks ^(2)^ | 5,261 | 10,436 |
| Other<br> current assets | 5,047 | 9,610 |
| 61,874 | 44,309 | |
| (1) | This<br> consists of receivables from brand partners, related to their repurchase of inventory when<br> transitioned to the CPM. The decrease as of December 31, 2022 compared to June 30, 2022 is<br> mainly due to settled payments from certain brand partners. | |
| --- | --- | |
| (2) | The<br> position is related to DDP duty drawbacks for international customs. | |
| --- | --- |
Details of non-current financial assets consist of the following:
| (in € thousands) | June 30, 2022 | December 31, 2022 |
|---|---|---|
| Other<br> non-current receivables | - | 28 |
| Non-current<br> deposits | 294 | 506 |
| Non-current<br> prepaid expenses ^(1)^ | - | 4,228 |
| 294 | 4,763 | |
| (1) | This<br> consists of non-current prepaid expenses related to CO2 Certificates. | |
| --- | --- |
17
| 14. | Share-based<br> compensation |
|---|---|
| a) | Description of share-based compensation arrangements |
| --- | --- |
In connection with the Initial Public Offering (“IPO”) of MYT Netherlands Parent B.V. in January 2021, we adopted the 2020 Plan (MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisory board members on January 20, 2021. Selected key management members were granted an IPO related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about a Long-Term Incentive Plan (LTI) and decides whether it will be offered to the employees. As of July 1, 2021 and July 1, 2022 the LTI consisted of restricted share units (“RSUs”), with time and performance obligations and were granted to certain key management members. Mytheresa Group is also in the process of establishing an Employee Share Purchase Plan, which has not yet been initiated, with the intent to encourage long-term relationship with the company and its employees. Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share.
| i) | IPO<br> Related One-Time Award Package |
|---|
Alignment Grant
Under this share-based payment program, options were granted to selected key management members. The options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021). After vesting, each option grants the right to purchase one ADS (“American Depositary Shares”) at a predefined exercise price per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varying exercise prices. Overall, 6,478,761 options were granted to 21 key management members.
Reconciliation of outstandingshare options
The number and weighted-average exercise prices of share options under the share option programs described above were as follows.
| Alignment award | ||
|---|---|---|
| Options | Wtd. Average Exercise Price (USD) | |
| June 30, 2021 | 6,478,761 | 8.30 |
| forfeited | - | N/A |
| exercised | - | N/A |
| December 31, 2021 | 6,478,761 | 8.30 |
| June 30, 2022 | 6,407,675 | 8.32 |
| forfeited | - | N/A |
| exercised | 186,073 | 5.79 |
| December 31, 2022 | 6,292,688 | 8.37 |
The range of exercise prices for the share options outstanding as of December 31, 2022 is between 5.79 USD and 11.58 USD. The average remaining contractual life is 8.0 years.
18
For options vesting on January 20, 2023, the beneficiaries have been given the choice for a cash settlement instead of equity. The amount of the cash settlement will be determined based on the difference between the Company’s share price at the time of exercise and the option strike price. Due to the fact that the intrinsic value of the award did not exceed the grant date fair value, €1,545 thousand has been reclassified from equity and recognized as a cash-settled share-based payment liability, which will be remeasured at the settlement date in Q3 of FY23. For all remaining options, the company intends to continue to settle this award in equity.
Restoration Grant
Under this share-based payment program, phantom shares were granted to selected key management members. Each phantom share represents the right of the grantee to receive one ADS in exchange for a phantom share. The granted phantom share vested immediately on the grant date and can be converted into an ADS at any time for no consideration but are subject to transfer restrictions after conversion. Up to 25% of the granted phantom shares can be transferred after conversion at any time after the second anniversary of the grant date. The remaining 75% of the granted phantom shares can be transferred after conversion if certain conditions are met or at the fourth anniversary of the grant date at latest. The phantom shares can be converted into ADSs up to 10 years after the grant date. Overall, 1,875,677 phantom shares were granted to 21 key management members.
The following table summarizes the main features of the one-time award package:
| Type of arrangement | Alignment Award | Restoration Award |
|---|---|---|
| Type<br> of Award | Share<br> Options | Phantom<br> Shares |
| Date<br> of first grant | January<br> 20, 2021 | January<br> 20, 2021 |
| Number<br> granted | 6,478,761 | 1,875,677 |
| Vesting<br> conditions | 25%<br> graded vesting of the granted share options in each of the next four years of service from grant date | The<br> restoration awards are fully vested on the Grant Date. |
| ii) | Other<br> One-Time Award Package | |
| --- | --- |
Sign-On RSU Award
Under this share-based payment program, a certain number of restricted share units (“RSUs”) were granted to a management member. Each restricted share unit (“RSU”) represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the closing price per ADS on the New York Stock Exchange on the start date. Subject to Employee’s continued employment with the Company, the RSUs will become fully vested on the twelve-month anniversary of date the employee commenced employment. As the Sign-on RSU Awards are not subject to an exercise price, the grant date fair value amounts to USD 31.90, the closing share price of the grant date.
The following table summarizes the main features of this award:
19
| Type of arrangement | Sign-On<br><br> <br>RSU Award |
|---|---|
| Type<br> of Award | Restricted<br> Shares Units |
| Date<br> of first grant | June<br> 1, 2021 |
| Number<br> granted | 6,269 |
| Vesting<br> conditions | The<br> restricted shares units are scheduled to vest in full on May 31, 2022. |
| iii) | Annual<br> Plans |
| --- | --- |
SupervisoryBoard Members Plan
Under this share-based payment program a certain number of restricted share awards was granted to supervisory board members. The ADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vested on December 31, 2021. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 31, the closing share price on the first trading day.
As of July 1, 2021, two Supervisory Board Members have been granted a certain number of restricted share awards. The ADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vest on June 30, 2022. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 30.68, the closing share price of the grant date.
As of February 9, 2022, four Supervisory Board Members have been granted a certain number of restricted share awards. The ADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vest on February 9, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 16.02, the closing share price on the grant date.
As of July 1, 2022, one Supervisory Board Member has been granted a certain number of restricted share awards. The ADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vest on June 30, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date.
Long-TermIncentive Plan
As of July 1, 2021, 171,164 restricted share units (“RSUs”) were granted to selected key management members. Each restricted share unit (“RSU”) represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date.
Out of the granted RSUs, 62,217 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 108,947 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2022, June 30, 2023 and June 30, 2024, subject to continued service on such vesting dates.
The non-market performance RSUs will vest after 3 years on June 30, 2024 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 30.68 for 170,221 RSUs and USD 22.38 for 943 RSUs, the closing share price of the grant date.
As of July 1, 2022, 674,106 restricted share units (“RSUs”) were granted to selected key management members. Each restricted share unit (“RSU”) represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date.
20
Out of the granted RSUs, 255,754 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 418,352 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.
The non-market performance RSUs will vest after 3 years on June 30, 2025 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 9.68 for 674,106 RSUs.
The following table summarizes the main features of the annual plan:
| Type of arrangement | Supervisory Board Members plan | |||
|---|---|---|---|---|
| Type<br> of Award | Restricted<br> Shares | |||
| Date<br> of first grant | January<br> 20, 2021 | July<br> 1, 2021 | February<br> 9, 2022 | July<br> 1, 2022 |
| Number<br> granted | 15,384 | 7,393 | 22,880 | 11,467 |
| Vesting<br> conditions | The<br> restricted shares vested in full on December 31, 2021. | The<br> restricted shares vested in full on June 30, 2022. | The<br> restricted shares are scheduled to vest in full on February 8, 2023. | The<br> restricted shares are scheduled to vest in full on June 30, 2023 |
| Typeof arrangement | Key Management Members Long-Term Incentive Plan | |||
| --- | --- | --- | --- | --- |
| Type<br>of Award | Time-vesting<br>RSUs | Non-market<br><br>performance RSUs | Time-vesting RSUs | Non-market<br><br>performance RSUs |
| Date<br>of first grant | July<br>1, 2021 | July<br>1, 2021 | July<br>1, 2022 | July<br>1, 2022 |
| Number<br>granted | 62,217 | 108,947 | 255,754 | 418,352 |
| Vesting<br>conditions | Graded<br>vesting of 1/3 of the time vesting RSUs over the next three years. | 3<br>year’s services from grant date and achievement of a certain level of cumulative gross profit. | Graded<br>vesting of 1/3 of the time vesting RSUs over the next three years. | 3<br>year’s services from grant date and achievement of a certain level of cumulative gross profit. |
| b) | Measurement of grant date fair values | |||
| --- | --- |
AlignmentGrant
The fair value of the employee share options has been measured using the Black-Scholes formula. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows.
| Black Scholes Model - Weighted Average Values | Tranche I | Tranche II | Tranche III |
|---|---|---|---|
| Weighted<br> average fair value | $<br> 25.42 | $<br> 22.93 | $<br> 20.68 |
| Exercise<br> price | $<br> 5.79 | $<br> 8.68 | $<br> 11.58 |
| Weighted<br> average share price | $<br> 31.00 | $<br> 31.00 | $<br> 31.00 |
| Expected<br> volatility | 60% | 60% | 60% |
| Expected<br> life | 2.32<br> years | 2.32<br> years | 2.32<br> years |
| Risk<br> free rate | 0.0% | 0.0% | 0.0% |
| Expected<br> dividends | - | - | - |
21
The fair value of the cash-settled share-based payment liability as of December 31, 2022 is determined using the Black-Scholes model. The inputs used in the measurement were as follows.
| Black Scholes Model - Weighted Average Values | Tranche I | Tranche II | Tranche III |
|---|---|---|---|
| Weighted<br> average fair value | $<br> 3.19 | $<br> 1.11 | $<br> 0.27 |
| Exercise<br> price | $<br> 5.79 | $<br> 8.68 | $<br> 11.58 |
| Weighted<br> average share price | $<br> 8.91 | $<br> 8.91 | $<br> 8.91 |
| Expected<br> volatility | 69% | 69% | 69% |
| Expected<br> life | 0.2<br> years | 0.2<br> years | 0.2<br> years |
| Risk<br> free rate | 2.0% | 2.0% | 2.0% |
| Expected<br> dividends | - | - | - |
Expected volatility has been based on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensurate with the expected term.
RestorationGrant
As the phantom shares granted under the Restoration Award are not subject to an exercise price, the grant date fair value amounts to USD 31, the closing share price on the first trading day.
| c) | Share-based compensation expense recognized |
|---|
Amounts recognized for share based payment programs were as follows:
| (in € thousands) | December 31, 2021 | December 31, 2022 |
|---|---|---|
| Classified within capital reserve (beginning of the period) | 76,325 | 128,628 |
| Related to: | 32,473 | 19,226 |
| Share<br> Options (Alignment Grant) | 31,207 | 16,995 |
| Restricted<br> Shares | 305 | 215 |
| Restricted<br> Share Units | 962 | 2,015 |
| Classified within capital reserve (end of the period) | 108,798 | 146,309 |
___________
The Mytheresa Group recognized total expense of €9,7 million and €19,2 million for the three and six months ended December 31, 2022 and €16.3 million and 32.5 million for the three and six months ended December 31, 2021.
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| 15. | Financial<br> instruments and financial risk management |
|---|
Additionaldisclosures on financial instruments
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The table excludes fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount reasonably approximates fair value.
Financial instruments as of June 30, 2022 were as follows:
| June 30, 2022 | |||||
|---|---|---|---|---|---|
| (in € thousands) | Carrying amount | Categories outside of IFRS 9 | Category in accordance with IFRS 9 | Fair value | Fair value hierarchy level |
| Financial assets | |||||
| Non-Current<br> financial assets | |||||
| Non-current<br> deposits | 294 | - | Amortized<br> cost | - | - |
| Current<br> financial assets | |||||
| Trade<br> and other receivables | 8,276 | - | Amortized<br> cost | - | - |
| Cash<br> and cash equivalents | 113,507 | - | Amortized<br> cost | - | - |
| Other<br> assets | 61,874 | 17,170 | |||
| thereof deposits | 414 | - | Amortized<br> cost | - | - |
| thereof other financial assets | 44,290 | - | Amortized<br> cost | - | - |
| Financial liabilities | |||||
| Non-current<br> financial liabilities | |||||
| Lease<br> liabilities | 16,817 | 16,817 | N/A | - | - |
| Current<br> financial liabilities | |||||
| Tax<br> liabilities | 25,892 | 25,892 | Amortized<br> cost | - | - |
| Lease<br> liabilities | 5,189 | 5,189 | N/A | - | - |
| Trade<br> and other payables | 45,156 | - | Amortized<br> cost | - | - |
| Other<br> liabilities | 74,889 | 58,261 | |||
| thereof other financial liabilities | 16,628 | - | Amortized<br> cost | - | - |
Financial instruments as of December 31, 2022 were as follows:
| December 31, 2022 | |||||
|---|---|---|---|---|---|
| (in € thousands) | Carrying amount | Categories outside of IFRS 9 | Category in accordance with IFRS 9 | Fair value | Fair value hierarchy level |
| Financial assets | |||||
| Non-Current<br> financial assets | |||||
| Non-current<br> deposits | 506 | - | Amortized<br> cost | - | - |
| Other<br> non-current receivables | 28 | - | Amortized<br> cost | - | - |
| Non-current<br> prepaid expenses | 4,228 | - | Amortized<br> cost | - | - |
| Current<br> financial assets | |||||
| Trade<br> and other receivables | 7,553 | - | Amortized<br> cost | - | - |
| Cash<br> and cash equivalents | 51,880 | - | Amortized<br> cost | - | - |
| Other<br> assets | 40,081 | 17,666 | |||
| thereof deposits | 462 | - | Amortized<br> cost | - | - |
| thereof Derivatives (Hedge<br><br> <br>Accounting) | 1,717 | - | 1,717 | Level<br> 2 | |
| thereof other financial assets | 20,236 | - | Amortized<br> cost | - | - |
| Financial liabilities | |||||
| Non-current<br> financial liabilities | |||||
| Lease<br> liabilities | 40,055 | 40,055 | N/A | - | - |
| Current<br> financial liabilities | |||||
| Tax<br> liabilities | 22,053 | 22,053 | Amortized<br> cost | - | - |
| Lease<br> liabilities | 5,297 | 5,297 | N/A | - | - |
| Trade<br> and other payables | 43,290 | - | Amortized<br> cost | - | - |
| Other<br> liabilities | 70,291 | 56,502 | |||
| thereof Derivatives (Hedge<br><br> <br>Accounting) | 16 | - | 16 | Level<br> 2 | |
| thereof other financial liabilities | 13,773 | - | Amortized<br> cost | - | - |
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Foreign exchange forwards are valued according to their present value of future cash flows based on forward exchange rates at the balance sheet date. The fair values of these instruments are also considered as level 2 fair values.
There were no transfers between the different levels of the fair value hierarchy as of June 30, 2022 and December 31, 2022. Mytheresa Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
As Mytheresa Group does not meet the criteria for offsetting, no financial instruments are netted.
As of December 31, 2022, Mytheresa Group has recorded €1,701 thousand net in cash flow hedge reserve. Would hedge accounting not have been applied, the amount would have been recorded in profit or loss immediately. The remaining portion of other comprehensive income is related to translation differences of balance sheet items denominated in foreign currencies in prior periods. For more details please refer to Mytheresa Group’s annual consolidated financial statements for fiscal 2022.
| 16. | Events<br> after the reporting period |
|---|
Mytheresa Group signed the 7th rental addendum in January 2023 for an existing office space in Aschheim/Munich, Germany with a new contractual term from January 1, 2023 until December 31, 2032. The Group will recognize an additional €10.7 million of right-of-use asset and corresponding lease liability upon commencement in January 2023. The new monthly lease commitment as of January 2023 will be €146 thousand compared to the previous €132 thousand. The lease includes one extension option for an additional five years, which is currently not reflected in the measurement of the right of use asset and the lease liability.
Mytheresa Group signed a lease contract in December 2022 for a new office in London, United Kingdom as of January 1, 2023, with a term of three years. On lease commencement, the Group will recognize an additional €2,258 thousand of right-of-use asset and lease liability. The lease does not include extension options.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Youshould read the following discussion and analysis of our financial condition and results of operations together with the consolidatedfinancial statements and related notes that are included elsewhere in this report. This discussion contains forward-looking statementsbased upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially fromthose anticipated in these forward-looking statements as a result of various factors, including those set forth under ‘‘RiskFactors’’ in the annual report on Form 20-F filed on September 14, 2022 and in other parts of this report. Our fiscalyear ends on June 30. Throughout this report, all references to quarters and years are to our fiscal quarters and fiscal years unlessotherwise noted.
Special Note Regarding Forward-Looking Statements
ThisQuarterly Report contains forward-looking statements that involve risks, uncertainties, and assumptions that, if they never materializeor prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.The statements contained in this Quarterly Report that are not purely historical, including without limitation statements in the followingdiscussion and analysis of financial condition and results of operations regarding our projected financial position and results, businessstrategy, plans, and objectives of our management for future operations, are forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements areoften identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,”and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs andassumptions of our management, which are in turn based on information currently available to management. Such forward-looking statementsare subject to risks, uncertainties, and other important factors that could cause actual results and the timing of certain events todiffer materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contributeto such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included in theannual report on Form 20-F filed on September 14, 2022. Furthermore, such forward-looking statements speak only as of the date ofthis report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstancesafter the date of such statements.
Overview
Mytheresa is a leading luxury e-commerce platform for the global luxury consumer shipping to over 130 countries. We offer one of the finest edits in luxury, curated from more than 200 of the world’s most coveted brands of womenswear, menswear, kidswear and lifestyle products. Our story began over three decades ago with the opening of Theresa, in Munich, one of the first multi-brand luxury boutiques in Germany, followed by the launch of the digital platform Mytheresa in 2006. Today, we provide a unique digital experience that combines exclusive product and content offerings with a differentiated global customer service, leading technology and analytical platforms, as well as high quality service operations. Our more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Burberry, Dolce & Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global authority in luxury goods.
Although the persistent COVID-19 pandemic has had a substantial impact on the global economy, Mytheresa Group has not yet experienced material declines in revenue, deterioration in net assets, or other material adverse effects from the pandemic. While the COVID-19 situation is now easing in the US and Europe, China is suffering from its reversal of the Zero-COVID strategy.
To date, Mytheresa Group has incurred no significant supply chain or logistics disruptions with its brand partners, shipping providers or our in-house operations.
In fiscal 2022 and as of this reporting date, Mytheresa Group has not been impacted significantly from the COVID-19 pandemic.
The COVID-19 pandemic, remains an evolving situation, especially in China. Uncertainties in the global economy may adversely impact the Mytheresa Group’s brand partners, customers, and other business partners and availability of our workforce, which may interrupt its supply chain, impact future sales, and require other changes to our operations. With a global or regional recovery from the COVID-19 pandemic, the Mytheresa Group online shops may suffer from reduced online demand and therefore slower revenue growth. These uncertainties may also lead to increased asset recovery and valuation risks, such as potential impairment of goodwill and intangible assets and inventories. However, management does not currently anticipate any long-term adverse effects from the pandemic.
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Overall inflation is reflected in customer price increases, as the Mytheresa Group takes expected increases in recommended retail prices from its suppliers into consideration when determining its own price increases. The demand for luxury products worldwide has been less effected by demand shifts due to inflation than other industries. Nevertheless, Mytheresa also faced increased cost inflation on energy, logistics, labor and other parts of the Mytheresa business model. In addition, these macro-economic factors, including rising interest rates, may lead to a potential recession in certain markets. These uncertainties may have a continuous negative effect on overall customer demand.
The net sales growth for the three and six months ended December 31, 2022 was impacted by overall economic trends, such as inflation and a potential recession, which had an effect on customer sentiment. Additionally, the war in Ukraine and Covid-related effects in Asia affected customer sentiment, which caused lower growth in net sales compared to the three and six months ended December 31, 2021. The slower increase in net sales compared to our GMV growth is due to the effect of brands transitioning from the wholesale model to the CPM. With this transition, our reported net sales from these brands do not equal the GMV from these brands as before, but only the platform fee from these brands GMV. This effect is recognized only in the first twelve months after a brand transitions from wholesale to CPM. Twelve months after a brand partner transitions from Wholesale to CPM, net sales from the brand partner will again grow with the same rate as the GMV from the brand partner.
Key Operating and Financial Metrics
We use the following operating and financial metrics to assess the progress of our business, make decisions on where to allocate time and investments and assess the near-term and longer-term performance of our business:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 |
| Gross<br> Merchandise Value (GMV) ^(1)^ | €<br> 200,185 | €<br> 215,878 | €<br> 364,040 | €<br> 413,737 |
| Active<br> customer (LTM in thousands)^(2)^ | 740 | 814 | 740 | 814 |
| Total<br> orders shipped (LTM in thousands)^(2)^ | 1,656 | 1,876 | 1,656 | 1,876 |
| Average<br> order value (LTM)^(2)^ | 611 | 637 | 611 | 637 |
| Net<br> sales | €<br> 187,571 | €<br> 190,092 | €<br> 345,402 | €<br> 365,983 |
| Gross<br> profit | €<br> 100,118 | €<br> 104,167 | €<br> 177,433 | €<br> 191,963 |
| Gross<br> profit margin | 53.4% | 54.8% | 51.4% | 52.5% |
| Operating<br> Income | €<br> 9,246 | €<br> 3,493 | €<br> 5,547 | €<br> 2,640 |
| Operating<br> Income margin | 4.9% | 1.8% | 1.6% | 0.7% |
| Net<br> Income (loss) | €<br> 2,066 | €<br> (462) | €<br> (5,230) | €<br> (4,268) |
| Net<br> Income (loss) margin | 1.1% | (0.2%) | (1.5%) | (1.2%) |
| Adjusted<br> EBITDA^(3)^ | €<br> 28,897 | €<br> 17,736 | €<br> 43,514 | €<br> 30,433 |
| Adjusted<br> EBITDA margin^(3)^ | 15.4% | 9.3% | 12.6% | 8.3% |
| Adjusted<br> Operating Income^(3)^ | €<br> 26,636 | €<br> 14,935 | €<br> 39,070 | €<br> 25,085 |
| Adjusted<br> Operating Income margin^(3)^ | 14.2% | 7.9% | 11.3% | 6.9% |
| Adjusted<br> Net Income^(3)^ | €<br> 19,454 | €<br> 10,980 | €<br> 28,293 | €<br> 18,177 |
| Adjusted<br> Net Income margin^(3)^ | 10.4% | 5.8% | 8.2% | 5.0% |
| (1) | Gross<br> Merchandise Value (“GMV”) is an operative measure and means the total Euro value<br> of orders processed, either as principal or as agent. GMV is inclusive of product value,<br> shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations.<br> GMV does not represent revenue earned by us. | |||
| --- | --- | |||
| (2) | Active<br> customers, total orders shipped and average order value are calculated based on the GMV of<br> orders shipped from our sites during the last twelve months (LTM) ended on the last day of<br> the period presented. | |||
| --- | --- | |||
| (3) | Adjusted<br> EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins<br> as a percentage of net sales, are measures that are not defined under IFRS. We use these<br> financial measures to evaluate the performance of our business. We present Adjusted EBITDA,<br> Adjusted Operating Income and Adjusted Net Income, and their corresponding margins, because<br> they are used by our management and frequently used by analysts, investors and other interested<br> parties to evaluate companies in our industry. Further, we believe these measures are helpful<br> in highlighting trends in our operating results, because they exclude the impact of items,<br> that are outside the control of management or not reflective of our ongoing core operations<br> and performance. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income have<br> limitations, because they exclude certain types of expenses. Furthermore, other companies<br> in our industry may calculate similarly titled measures differently than we do, limiting<br> their usefulness as comparative measures. We use Adjusted EBITDA, Adjusted Operating Income<br> and Adjusted Net Income, and their corresponding margins, as supplemental information only.<br> You are encouraged to evaluate each adjustment and the reasons we consider it appropriate<br> for supplemental analysis. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income<br> in the current and prior periods presented have been changed to reflect our updated methodology<br> in adjusting for share-based compensation. | |||
| --- | --- |
26
The following tables set forth the reconciliations of net income to EBITDA and adjusted EBITDA, operating income to adjusted operating income and net income to adjusted net income and their corresponding margins as a percentage of net sales:
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in € thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 |
| Net<br> income | 2,066 | (462) | (5,230) | (4,268) |
| Finance<br> income (expenses), net | 199 | 420 | 388 | 792 |
| Income<br> tax expense | 6,982 | 3,535 | 10,390 | 6,116 |
| Depreciation<br> and amortization | 2,261 | 2,801 | 4,443 | 5,349 |
| thereof depreciation of right-of use assets | 1,382 | 2,111 | 2,728 | 3,833 |
| EBITDA | 11,508 | 6,294 | 9,991 | 7,989 |
| Other<br> transaction-related, certain legal<br><br> <br>and<br> other expenses^(1)^ | 1,050 | 1,761 | 1,050 | 3,219 |
| Share-based<br> compensation^(2)^ | 16,339 | 9,682 | 32,473 | 19,226 |
| Adjusted<br> EBITDA | 28,897 | 17,736 | 43,514 | 30,433 |
| Reconciliation to Adjusted EBITDA Margin | ||||
| Net<br> Sales | 187,571 | 190,092 | 345,402 | 365,983 |
| Adjusted<br> EBITDA margin | 15.4% | 9.3% | 12.6% | 8.3% |
| Three Months Ended | Six Months Ended | |||
| --- | --- | --- | --- | --- |
| (in € thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 |
| Operating<br> Income | 9,246 | 3,493 | 5,547 | 2,640 |
| Other<br> transaction-related, certain legal<br><br> <br>and<br> other expenses^(1)^ | 1,050 | 1,761 | 1,050 | 3,219 |
| Share-based<br> compensation^(2)^ | 16,339 | 9,682 | 32,473 | 19,226 |
| Adjusted<br> Operating Income | 26,633 | 14,935 | 39,070 | 25,085 |
| Reconciliation to Adjusted Operating Income Margin | ||||
| Net<br> Sales | 187,571 | 190,092 | 345,402 | 365,983 |
| Adjusted<br> Operating Income margin | 14,2% | 7.9% | 11,3% | 6.9% |
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| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in € thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 |
| Net<br> Income | 2,066 | (462) | (5,230) | (4,268) |
| Other<br> transaction-related, certain legal<br><br> <br>and<br> other expenses ^(1)^ | 1,050 | 1,761 | 1,050 | 3,219 |
| Share-based<br> compensation ^(2)^ | 16,339 | 9,682 | 32,473 | 19,226 |
| Adjusted<br> Net Income | 19,454 | 10,980 | 28,293 | 18,177 |
| Reconciliation to Adjusted Net Income Margin | ||||
| Net<br> Sales | 187,571 | 190,092 | 345,402 | 365,983 |
| Adjusted<br> Net Income margin | 10.4% | 5.8% | 8.2% | 5.0% |
| (1) | Other<br> transaction-related, certain legal and other expenses represent (i) professional fees, including<br> advisory and accounting fees, related to potential transactions, (ii) certain legal expenses<br> incurred outside the ordinary course of our business and (iii) other non-recurring expenses<br> incurred in connection with the costs of establishing our new central warehouse in Leipzig,<br> Germany. | |||
| --- | --- | |||
| (2) | Certain<br> key management members and supervisory board members were granted share-based compensation,<br> for which the share-based compensation expense will be recognized upon defined vesting schedules<br> in the future periods. Our methodology to adjust for share-based compensation and subsequently<br> calculate Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income has changed.<br> Prior to Q2 of fiscal year 2023, MYT Netherlands Parent B.V. and its subsidiaries (“Mytheresa<br> Group”) only adjusted for share-based compensation expenses connected to the IPO. As<br> of Q2 of FY23 we also adjusted for share-based compensation expenses recognized in connection<br> with grants under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management<br> members and share-based compensation expenses due to Supervisory Board Members Plans. Therefore,<br> starting with Q2 of fiscal year 2023, Adjusted EBITDA, Adjusted Operating Income and Adjusted<br> Net Income have been adjusted for all share-based compensation expenses to make the presentation<br> consistent with common practice in the industry and comparable to Mytheresa Group peers.<br> Therefore, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in current<br> and prior periods presented have been changed to reflect this consistent presentation. We<br> do not consider share-based compensation expenses to be indicative of our core operating<br> performance. | |||
| --- | --- |
The following table sets forth the reconciliation of our former methodology for adjusting IPO related share-based compensation to our current methodology for adjusting share-based compensation.
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| (in € thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 |
| IPO<br> related share-based compensation | 15,745 | 8,555 | 31,289 | 16,995 |
| Long-Term<br> Incentive Plan ^(1)^ | 441 | 1,019 | 879 | 2,015 |
| Supervisory<br> Board Members Plan ^(1)^ | 152 | 108 | 305 | 215 |
| Share-based<br> compensation | 16,339 | 9,682 | 32,473 | 19,226 |
| (1) | Our<br> methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA,<br> Adjusted Operating Income and Adjusted Net Income has changed. Prior to Q2 of fiscal year<br> 2023, MYT Netherlands Parent B.V. and its subsidiaries (“Mytheresa Group”) only<br> adjusted for share-based compensation expenses connected to the IPO. As of Q2 of FY23 we<br> also adjusted for share-based compensation expenses recognized in connection with grants<br> under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management members and<br> share-based compensation expenses due to Supervisory Board Members Plans. Therefore, starting<br> with Q2 of fiscal year 2023, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net<br> Income have been adjusted for all share-based compensation expenses to make the presentation<br> consistent with common practice in the industry and comparable to Mytheresa Group peers.<br> Therefore, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in current<br> and prior periods presented have been changed to reflect this consistent presentation. We<br> do not consider share-based compensation expenses to be indicative of our core operating<br> performance. | |||
| --- | --- |
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GrossMerchandise Value (GMV)
GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV.
ActiveCustomers
We define an active customer as a unique customer account from which an online purchase was made across our sites at least once in the preceding twelve-month period. In any particular period, we determine our number of active customers by counting the total number of unique customers who have made at least one purchase across our sites in the preceding twelve-month period, measured from the last date of such period. We view the number of active customers as a key indicator of our growth, the reach of our website, consumer awareness of our value proposition and the desirability of our product assortment. We believe our number of active customers drives both net sales and our appeal to brand partners.
TotalOrders Shipped
We define total orders shipped as an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customers during the twelve months ended on the last day of the period presented. We view total orders as a key indicator of the velocity of our business and an indication of the desirability of our products. Total orders shipped and total orders recognized as net sales in any given period may differ slightly due to orders that are in transit at the end of any particular period.
AverageOrder Value
We define average order value as an operating metric used by management, which is calculated as our total GMV from online orders shipped from our sites during the twelve months ended on the last day of the period presented divided by the total online orders shipped during the same twelve-month period. We believe our consistent high average order value reflects our commitment to price integrity and the luxury nature of our products. Average order value may fluctuate due to a number of factors, including merchandise mix and new product categories.
AdjustedEBITDA
Adjusted EBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
AdjustedOperating Income
Adjusted Operating Income is a non-IFRS financial measure that we calculate as operating income, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
AdjustedNet Income
Adjusted Net Income is a non-IFRS financial measure that we calculate as net income, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income are key measures used by management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income facilitates operating performance comparisons on a period-to-period basis and excludes items that we do not consider to be indicative of our core operating performance.
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Adjustedselling, general and administrative
Adjusted selling, general and administrative is a non-IFRS financial measure that we calculate as selling, general and administrative adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense.
Factors Affecting our Performance
To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below. While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of our annual report on the Form 20-F titled ‘‘Risk Factors.’’
OverallEconomic Trends
The overall economic environment and related changes in consumer behavior have a significant impact on our business. Though it is generally more muted in our high net worth customer cohort versus a broader demographic, positive conditions in the broader economy promote customer spending on our website, while economic weakness, which generally results in a reduction of customer spending, may have a negative effect on customer spend. Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations, availability of credit, inflation, interest rates and fuel costs, regional military conflicts and energy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.
Growthin Brand Awareness
We will continue to invest in brand marketing activities to expand brand awareness. As we build our customer base, we will launch additional brand marketing campaigns, host events and develop in-house product content to attract new customers to our platform. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.
LuxuryBrand Partners
Our business model relies on providing our customers access to a curated assortment of top luxury brands. We believe our longstanding relationships with top luxury fashion brands represent a competitive advantage. We employ a rigorous framework and deep buying expertise, informed by customer data, to meticulously buy and curate an exclusive assortment on our website. As we grow, we strive to maintain our exclusive relationships while forming new relationships with up and coming brands to the extent there is customer demand for such brands. However, if we are unsuccessful in maintaining these relationships or developing new relationships, our business and results of operations may be adversely affected.
Growthof Online Luxury
According to the 2022 Bain Study, the online penetration of luxury personal goods is expected to increase from 22% to 34% from 2021 to 2030. The growth in online will be driven by online platforms taking share from traditional retailers, driven by consumer preference for online shopping and the ease afforded by multibrand sites. In response to the shift online, the luxury market is innovating and evolving with new niche collections and customization options. Mytheresa has a long history of being at the forefront of this dialogue experimenting with brand partners through relevant brand collaborations and exclusive product offerings. However, if we fail to capture the future online spending shift with relevant product or if our competitors engage in promotional activity over multiple seasons, our customer growth may decelerate and our results of operations may be adversely affected.
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Growthin Men’s, Kidswear and Life
In 2019 we launched Mytheresa Kids, and in January 2020, we launched Mytheresa Men to expand our curated offering to these large and underserved categories. We believe there is a lack of curated online multi-brand offerings in both categories which we can capture through our differentiated value proposition. We have built out full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content. We believe we can curate and assort collections for men, as we have done with women’s, expanding our value proposition to these new categories. We launched the new category Life in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes. Being the only curated luxury online platform to combine womenswear, menswear, kidswear and now lifestyle products, makes us a truly unique and engaging destination for luxury shoppers.
InventoryManagement
We utilize our customer data and collaborate with brand partners to assort a highly relevant assortment of products for our customers. The expertise of our buyers and our data help us gauge demand and product architecture to optimize our inventory position. Through analyzing customer feedback and real-time customer purchase behavior, we are able to efficiently predict demand, sizing and colorways beyond the insights of our buyers. This minimizes our portfolio risk and increases our sell-through. As we scale, our buying process will be further enhanced through the growth in our global data repository and our ability to leverage data science as part of the buying process. Additionally, our investments in different facets of our inventory offering fluctuate alongside shifting consumer trends and the fundamental needs of our business.
Investmentin our Operations and Infrastructure
As we enhance our offering and grow our customer base, we will incur additional expenses. Our future investments in operations, like our investments in the new warehouse in Leipzig, and infrastructure will be informed by our understanding of global luxury trends and the needs of our platform. As we continue to scale, we will be required to support our online offering with additional personnel. We will invest capital in inventory, fulfillment capabilities, and logistics infrastructure as we drive efficiencies in our business, localize our offering, enter new categories and partner with new brands. We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner.
CuratedPlatform Model (CPM)
CPM integrates Mytheresa Group with brand partners’ direct retail operations which provides access to highly desirable products at scale, improves capital efficiency and is accretive to top- and bottom-line. The products are selected by Mytheresa Group out of a much larger brand retail collection. Through the CPM, we are able to directly maintain the customer relationship and manage the fulfilment of the order up to the shipment to the end customer. Early season deliveries are aligned with retail channels. In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to the Mytheresa Group warehouse; however, the inventory is owned by the brand partner until it is delivered to a customer. Unsold merchandise will either be returned to the brand partner by the end of the season or carried forward for the new season. Mytheresa Group acts as an agent, with the CPM platform fees recorded as net sales.
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Components of our Results of Operations
Netsales
consist of revenues earned from sales of clothing, bags, shoes, accessories, fine jewelry and other categories through our sites and our flagship retail store and our recently opened men´s store, as well as shipping revenue and delivery duties paid when applicable, net of promotional discounts and returns. The platform fees originating from the curated platform model are also included in our net sales. Revenue is generally recognized upon delivery to the end customer. Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model.
Costof sales, exclusive of depreciation and amortization
includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners. These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incur cost of sales as the purchase price of the goods sold is borne by the CPM brand partner.
Grossprofit
Gross profit is equal to our net sales reduced by cost of sales, exclusive of depreciation and amortization. Gross profit as a percentage of our net sales is referred to as gross profit margin.
Shippingand payment costs
consist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment processing fees paid to third parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales. General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the USA.
Marketingexpenses
primarily consist of online advertising costs aimed towards acquiring new customers, including fees paid to our advertising affiliates, marketing to existing customers, and other marketing costs, which include events productions, communication, and development of creative content. We expect marketing expenses to increase over time, but to stay stable as a percentage of GMV in the medium term.
Selling,general and administrative expenses
include personnel costs and other types of general and administrative expenses. Personnel costs, which constitute the largest percentage of selling, general and administrative expenses, include salaries, benefits, and other personnel-related costs for all departments within the Company, including fulfillment and marketing operations, creative content production, IT, buying, and general corporate functions. General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, Share-based compensation expenses as well as Other transaction-related, certain legal and other expenses. Although selling, general and administrative expenses will increase as we grow and we expect these expenses to slightly decrease as a percentage of net sales.
Depreciationand amortization
include the depreciation of property and equipment, including right-of-use assets capitalized under IFRS 16, leasehold improvements, and amortization of technology and other intangible assets.
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Otherexpense (income), net
principally consists of gains or losses from foreign currency fluctuations, gains or losses on disposal of property, plant, and equipment and other miscellaneous expenses and income.
Financeincome (cost), net
in fiscal 2022 and fiscal 2023 consist of our finance costs relate to interest expense on our leases as well as on our Revolving Credit Facilities with Commerzbank Aktiengesellschaft (“Commerzbank”) and UniCredit Bank AG (“UniCredit”) (together, our “Revolving Credit Facilities”). Given our strong cash position we reduced our committed revolving credit lines from €90 million to €60 million in February 2022 to reduce interest expenses.
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Results of Operations
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (in € thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 | ||||
| Gross<br> Merchandise Value (GMV) | 200,185 | 100.0% | 215,878 | 100.0% | 364,040 | 100.0% | 413,737 | 100.0% |
| Net<br> sales | 187,571 | 93.7% | 190,092 | 88.1% | 345,402 | 94.9% | 365,983 | 88.5% |
| Cost<br> of sales, exclusive of depreciation and amortization | (87,453) | (43.7%) | (85,925) | (39.8%) | (167,969) | (46.1%) | (174,020) | (42.1%) |
| Gross profit | 100,118 | 53.4% | 104,167 | 54.8% | 177,433 | 51.4% | 191,963 | 52.5% |
| Shipping<br> and payment cost | (25,509) | (12.7%) | (28,284) | (13.1%) | (45,476) | (12.5%) | (52,313) | (12.6%) |
| Marketing<br> expenses | (23,828) | (11.9%) | (28,802) | (13.3%) | (46,256) | (12.7%) | (54,156) | (13.1%) |
| Adjusted<br> Selling, general and administrative expenses | (23,591) | (11.8%) | (27,649) | (12.8%) | (43,615) | (12.0%) | (54,291) | (13.1%) |
| Depreciation<br> and amortization | (2,261) | (1.1%) | (2,801) | (1.3%) | (4,443) | (1.2%) | (5,349) | (1.3%) |
| Other<br> income, net | 1,708 | 0.9% | (1,698) | (0.8%) | 1,427 | 0.4% | (772) | (0.2%) |
| Adjusted Operating income | 26,635 | 14.2% | 14,935 | 7.9% | 39,070 | 11.3% | 25,085 | 6.9% |
Percentages are in relation to GMV; Gross Profit and Adjusted Operating income are in relation to Net Sales.
| Six<br> Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in<br> thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 | |||||
| Net<br> sales | 187,571 | 190,092 | 345,402 | 365,983 | |||||
| Cost<br> of sales, exclusive of depreciation and amortization | (87,453 | ) | (85,925 | ) | (167,969 | ) | (174,020 | ) | |
| Gross<br> profit | 100,118 | 104,167 | 177,433 | 191,963 | |||||
| Shipping<br> and payment cost | (25,509 | ) | (28,284 | ) | (45,476 | ) | (52,313 | ) | |
| Marketing<br> expenses | (23,828 | ) | (28,802 | ) | (46,256 | ) | (54,156 | ) | |
| Selling,<br> general and administrative expenses | (40,980 | ) | (39,089 | ) | (77,138 | ) | (76,733 | ) | |
| Depreciation<br> and amortization | (2,261 | ) | (2,801 | ) | (4,443 | ) | (5,349 | ) | |
| Other<br> income (expense), net | 1,708 | (1,698 | ) | 1,427 | (772 | ) | |||
| Operating<br> income | 9,246 | 3,493 | 5,547 | 2,640 | |||||
| Finance<br> income (costs), net | (199 | ) | (420 | ) | (388 | ) | (792 | ) | |
| Income<br> (loss) before income taxes | 9,048 | 3,073 | 5,159 | 1,848 | |||||
| Income<br> tax expense | (6,982 | ) | (3,535 | ) | (10,390 | ) | (6,116 | ) | |
| Net<br> income (loss) | 2,066 | (462 | ) | (5,230 | ) | (4,268 | ) |
All values are in Euros.
GrossMerchandise Value (GMV)
GMV increased by €15.7 million, or 7.8% from €200.2 million for the three months ended December 31, 2021 to €215.9 million for the three months ended December 31, 2022 and for the six months ended December 31, 2022 by €49.7 million, or 13.7% from €364.0 million for the six months ended December 31, 2021 to €413.7 million. The reason for the growth in GMV is primarily due to the fact that we were able to grow our active customers on the base of strong customer retention and with continuous efforts to win new customers and increase GMV per active customer. With this the focus has been on growing our top customer base and to acquire high potential customers. The GMV growth for the three and six months ended December 31, 2022 was impacted by overall economic trends, such as inflation and a potential recession, which had an effect on customer sentiment. Additionally, the war in Ukraine and Covid-related effects in Asia affected customer sentiment, which caused lower growth in GMV compared to the three and six months ended December 31, 2021. GMV indicates the total amount of merchandise that our customers transact on our platform, and it reveals the depth of our customer relationships. As of December 31, 2022, we have transitioned 7 brand partners from wholesale to CPM as compared to 6 brand partners as of December 31, 2021. Along with the strategic benefits of this partnership, the CPM enables a continued strong GMV growth and a profitability that is comparable to the wholesale model.
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Netsales
Net sales increased by €2.5 million, or 1.3% from €187.6 million for the three months ended December 31, 2021 to €190.1 million for the three months ended December 31, 2022 and by €20.6 million, or 6.0%, from €345.4 million for the six months ended December 31, 2021 to €366.0 million for the six months ended December 31, 2022. The net sales growth for the three and six months ended December 31, 2022 was impacted by overall economic trends, such as inflation and a potential recession, which had an effect on customer sentiment. Additionally, the war in Ukraine and Covid-related effects in Asia affected customer sentiment, which caused lower growth in net sales compared to the three and six months ended December 31, 2021. The slower increase in net sales compared to our GMV growth is due to the effect of brands transitioning from the wholesale model to the CPM. With this transition our reported net sales from these brands do not equal the GMV from these brands as before, but only the platform fee from these brands GMV. This effect is seen only in the first twelve months after a brand transitions from wholesale to CPM. Twelve months after a brand partner transitions from Wholesale to CPM, net sales from the brand partner will again grow with the same rate as the GMV from the brand partner.
Costof sales, exclusive of depreciation and amortization
Cost of sales, exclusive of depreciation and amortization decreased by €1.5 million, from €87.5 million for the three months ended December 31, 2021 to €85.9 million for the three months ended December, 2022. For the six months ended December 31, 2022 Cost of sales, exclusive of depreciation and amortization increased by €6.1 million to €174.0 million compared to the six months ended December 31, 2021. The increase during the six months presented mainly resulted from an increase in total orders shipped. Overall, our cost of sales as a percentage of GMV decreased from 43.7% to 39.8% for the three months ended December 31, 2022, compared to prior period and decreased from 46.1% for the six months ended December 31, 2021 to 42.1% for the six months ended December 31, 2022 the decrease is primarily due to the increasing CPM revenue. For CPM revenue, no cost of sales, exclusive of depreciation and amortization are recognized.
Grossprofit
Gross profit amounted to €104.2 million for the three months ended December 31, 2022, which represents an increase of 4.0% from €100.1 million compared to the three months ended December 31, 2021. For the six months ended December 31, 2022 gross profit was at €192.0 million, an increase of €14.5 million or 8.2% year-over-year. For those periods the gross profit margin in relation to net sales increased from 53.4% in the three months ended December 31, 2022 to 54.8% for the three months ended December 31, 2022 and from 51.4% to 52.5% for the six months ended December 31, 2021 to December 31, 2022, driven primarily by our increasing CPM revenues. For CPM revenue, no cost of sales, exclusive of depreciation and amortization are recognized given that the price of the goods sold is borne by the CPM brand partner.
Shippingand payment costs
Shipping and payment costs increased by €2.8 million or 10.9% from €25.5 million for the three months ended December 31, 2021 to €28.3 million for the three months ended December 31, 2022 and €6.8 million, or 15%, from €45.5 million for the six months ended December 31, 2021 to €52.3 million for the six months ended December 31, 2022. The increase was primarily driven by an increase in total orders shipped and a higher share of international sales. As a percentage of GMV, shipping and payment cost increased from 12.7% for the three months ended December 31, 2021 to 13.1% for the three months ended December 31, 2022 and from 12.5% for the six months ended December 31, 2021 to 12.6% for the six months ended December 31, 2022.
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Marketing expenses
Marketing expenses increased from €23.8 million for the three months ended December 31, 2021 to €28.8 million for the three months ended December 31, 2022 and increased by €7.9 million from €46.3 million to €54.2million for the six months ended December, 2022 compared to the prior year period. Marketing expenses increased primarily due to new customers acquired and additional PR campaigns and local events compared to prior year period.
As a percentage of GMV, marketing expenses increased from 11.9% for the three months ended December 31, 2021 to 13.3% for the three months ended December 31, 2022. For the six months ended December 31, 2022 the percentage increased to 13.1% compared to prior period at 12.7%.
With a 10.1% increase in active customers for the last twelve months ended December 31, 2022, customer cohort performance is strong and in line with previous customer cohorts. It is our stated strategy to increase our brand building efforts in addition to our online performance marketing efforts.
Selling,general and administrative expenses
Selling, general and administrative expenses consist of personnel-related expenses and other general and administrative expenses, including IT expenses and costs associated with the distribution center.
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| (in € thousands) | December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % |
| Personnel expenses | 33,848 | 31,685 | (6.4%) | 65,049 | 61,855 | (4.9%) |
| thereof fulfilment personnel expense | 4,033 | 4,987 | 23.7% | 7,707 | 10,574 | 37.2% |
| General and administrative<br> expenses | 7,132 | 7,404 | 3.8% | 12,089 | 14,877 | 23.1% |
| Total Selling, general and administrative expenses | 40,980 | 39,089 | (4.6%) | 77,138 | 76,733 | (0.5%) |
| Three Months Ended | Six Months Ended | |||||
| --- | --- | --- | --- | --- | --- | --- |
| (in € thousands) | December 31, 2021 | December 31, 2022 | Change in % / BPs | December 31, 2021 | December 31, 2022 | Change in % / BPs |
| Selling, general and administrative expenses | 40,980 | 39,089 | (4.6%) | 77,138 | 76,733 | (0.5%) |
| Share-based<br> compensation ^(1)^ | 16,339 | 9,682 | (40.7%) | 32,473 | 19,226 | (40.8%) |
| Other transaction-related, certain legal and<br> other expenses ^(2)^ | 1,050 | 1,761 | 67.7% | 1,050 | 3,219 | 206.6% |
| Adjusted Selling, general and administrative expenses | 23,591 | 27,647 | 17.2% | 43,615 | 54,288 | 24.5% |
| in % of GMV | 11.8% | 12.8% | 100 BPs | 12.0% | 13.1% | 110 BPs |
| (1) | Our<br> methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA,<br> Adjusted Operating Income and Adjusted Net Income has changed. Prior to Q2 of fiscal year<br> 2023, MYT Netherlands Parent B.V. and its subsidiaries (“Mytheresa Group”) only<br> adjusted for share-based compensation expenses connected to the IPO. As of Q2 of FY23 we<br> also adjusted for share-based compensation expenses recognized in connection with grants<br> under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management members and<br> share-based compensation expenses due to Supervisory Board Members Plans. Therefore, starting<br> with Q2 of fiscal year 2023, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net<br> Income have been adjusted for all share-based compensation expenses to make the presentation<br> consistent with common practice in the industry and comparable to Mytheresa Group peers.<br> Therefore, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in current<br> and prior periods presented have been changed to reflect this consistent presentation. We<br> do not consider share-based compensation expenses to be indicative of our core operating<br> performance. For further information about how we calculate these measures and limitations<br> of its use including a reconciliation of amounts under our former methodology to our current<br> methodology, see page 28. | |||||
| --- | --- | |||||
| (2) | Other<br> transaction-related, certain legal and other expenses represent (i) professional fees, including<br> advisory and accounting fees, related to potential transactions, (ii) certain legal expenses<br> incurred outside the ordinary course of our business and (iii) other non-recurring expenses<br> incurred in connection with the costs of establishing our new central warehouse in Leipzig,<br> Germany. | |||||
| --- | --- |
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The total selling, general and administrative (SG&A) expenses decreased by €1.9 million from €41.0 million in three months ended December 31, 2021 to €39.1 million in three months ended December 31, 2022. The Mytheresa Group recognized Share-based compensation expenses for the three and six months ended December 31, 2022 of €9.7 million and €19.2 million respectively, compared to €16.3 million and €32.5 million for the prior periods.
Excluding the Share-based compensation expenses and other transaction-related costs, certain legal and other expenses, the adjusted SG&A expenses as a percentage of GMV increased for the three months ended December 31, 2022 from 11.8% to 12.8% and for the six months ended December 31, 2022 from 12.0% to 13.1% compared to the prior year period, due to higher personnel expenses, travel expenses, energy costs and IT expenditures, in the periods.
The decrease in overall personnel expenses is mainly driven by lower Share-based compensation expenses, partly offset by an increase in the number of FTE’s during the same comparative period. Overall, personnel expenses as a percentage of GMV decreased from 16.9% in the three months ended December 31, 2021 to 14.7% for the three months ended December 31, 2022 and from 17.9% in the six months ended December 31, 2021 to 15.0% for the six months ended December 31, 2022. Excluding the Share-based compensation expenses, personnel-related expenses as a percentage of GMV increased for the three months ended December 31, 2022 from 8.7% to 10.2% and for the six months ended December 31, 2022 from 8.9% to 10.3%. We continue to invest in the quality of our personnel to sustain our medium and long-term growth strategy and we will make no compromise in the quality of our operative execution.
Other general and administrative expenses increased by 3.8%, from €7.1 million during the three months ended December 31, 2021 to €7.4 million during the three months ended December 31, 2022 and increased for the six months ended December 31, 2021 from €12.1 million to €14.9 million for the six months ended December 31, 2022 respectively, mainly due to higher travel expenses, energy costs and IT expenditures, in the period.
Depreciationand amortization
Depreciation and amortization expenses increased from €2.3 million for the three months ended December 31, 2021 to €2.8 million for the three months ended December 31, 2022 and from €4.4 million for the six months ended December 31, 2021 to €5.4 million for the six months ended December 31, 2022, due to higher depreciation in right of use assets related to the new warehouse in Leipzig, Germany.
Financeincome (costs), net
The following table provides Mytheresa Group's Finance income (costs), net:
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| (in € thousands) | 2021 | 2022 | 2021 | 2022 |
| Interest<br> expenses on revolving credit facilities | (45) | (67) | (54) | (160) |
| Interest<br> expenses on leases | (154) | (597) | (334) | (879) |
| Total Finance costs | (199) | (664) | (388) | (1,040) |
| Other interest income | - | 244 | - | 248 |
| Total Finance income | - | 244 | - | 248 |
| Finance income (costs), net | (199) | (420) | (388) | (792) |
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Liquidity and Capital Resources
Our primary requirements for liquidity and capital are to finance working capital, capital expenditures and general corporate purposes, including income taxes. Our capital expenditures consist primarily of investments in our new warehouse in Leipzig, capital improvements to our facilities and headquarters and IT licenses.
Our primary sources of liquidity are cash generated from our operations, available cash and cash equivalents and our Revolving Credit Facilities, which have a combined line of credit of €60 million.
Our Revolving Credit Facilities provide short-term liquidity, which we may need due to seasonal peaks in inventory deliveries. As of December 31, 2022, our cash and cash equivalents were €51.9 million. As of December 31, 2022, approximately 89% of our cash and cash equivalents were held in Germany, of which approximately 62%, 12% and 9% were denominated in, Euro, British Pounds and U.S. Dollars respectively. No other currency held in Germany accounted for more than 9 % of our cash and cash equivalents. Approximately 11% of our cash and cash equivalents were held outside of Germany, with the majority held in the United States in US Dollars and in the United Kingdom in British Pounds.
We typically, draw if, needed on our Revolving Credit Facilities as a result of seasonal volatility in our business.
Under the Revolving Credit Facilities, we have financial covenants relating to inventory as a borrowing base and a maximum group debt to equity ratio. As of December 31, 2022, we were in compliance with all covenants for the Revolving Credit Facilities.
Our ability to make principal and interest payments on our Revolving Credit Facilities, in addition to funding planned capital expenditures, will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations we believe that our existing cash balances and expected cash flows generated from operations, as well as our financing arrangements under the Revolving Credit Facilities, are sufficient to meet our operating requirements for at least the next twelve months.
The following table shows summary consolidated cash flow information for the three months ended December 31, 2021 and 2022:
| Six months Ended December 31, | ||
|---|---|---|
| (in € thousands) | 2021 (unaudited) | 2022 (unaudited) |
| Consolidated Statement of Cash Flow Data: | ||
| Net<br> cash outflow from operating activities | 7,172 | (45,088) |
| Net<br> cash outflow from investing activities | (1,057) | (12,396) |
| Net<br> cash outflow from financing activities | (3,076) | (4,055) |
Net cash (outflow) inflow from operating activities
During the six months ended December 31, 2022, net cash flow from operating activities decreased by €52.3 million to 45.1€ million, as compared to a cash inflow of €7.2 million for the six months ended December 31, 2021. The decrease of €52.3 million results primarily from a decrease in change in net operating assets (operating assets less operating liabilities) of €31.8 million, a decrease in net loss of €1.0 million, a decrease in share-based compensation of €13.3 million and an increase in income taxes paid of €5.2 million.
The decrease in in net operating assets of €31.8 million is driven primarily by seasonal increase of €80.6 million in inventory resulting from an overall expansion of our business to support forecasted increases in net sales. This was partially offset by a total decrease of €63.8 million in other assets and trade and other receivables due to payments received from certain brand partners in FY23 for inventory purchased as a result of their transition to the CPM in FY22, as well as a decrease of €14.7 million in other liabilities mainly due to payment timing for CPM brand partners.
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Net cash outflow from investing activities
Cash used in investing activities were €1.1 million and €12.4 million for the six months ended December 31, 2021 and 2022, respectively. The increase in investing activities of €11.3 million for the six months ended December 31, 2022 is in connection with our new warehouse in Leipzig, Germany.
Net cash outflow from financing activities
Net cash used for financing activities during the six months ended December 31, 2021 was €3.1 million, as compared to €4.1 million for the six months ended December 31, 2022. The increase of €1.0 million is due to an increase of €0.4 million in interest payments on leases and an increase of €1.7 million in additional lease payments, both of which were in connection with the lease liability for our new warehouse in Leipzig. These were partially offset by cash inflows from the exercise of share options of €1.1 million.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The fair value of our cash and cash equivalents that were held primarily in cash deposits would not be significantly affected by either an increase or decrease in interest rates due to the short-term nature of these instruments. We do not expect that interest rates will have a material impact on our results of operations.
Foreign Exchange Risk
We generate revenues in eight currencies, including the Euro, U.S. Dollar and Pound Sterling. While most of our sales are dominated in Euros, we have a significant amount of sales denominated in U.S. Dollars and Pound Sterling. As a result, our revenue may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in U.S. Dollars and Pound Sterling. Our foreign exchange risk is less pronounced for Cost of sales, exclusive of depreciation and amortization and operating expenses. Approximately 93% of our purchases are denominated in Euros and approximately 98% of our employees are located in Germany or other Eurozone countries.
To reduce our foreign currency exposure risk, we hedge our foreign currency exposure in five major currencies, including the U.S. Dollar and Pound Sterling. Our hedging strategy does not eliminate our foreign currency risk entirely and our hedging contracts typically have a duration of less than one year.
Recent Accounting Pronouncements
For detailed discussion on recent accounting pronouncements, see our consolidated financial statements.
LEGAL PROCEEDINGS
From time to time, we are involved in legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, we believe we are not currently party to any legal proceedings which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. We also pursue litigation to protect our legal rights and additional litigation may be necessary in the future to enforce our intellectual property and our contractual rights, to protect our confidential information or to determine the validity and scope of the proprietary rights of others.
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Exhibit 99.2

Q2 FY23 Results:
Mytheresa reportsGMV growth of 8% in Q2 FY23 and strong profitability
of 9% AdjustedEBITDA margin despite significant macro-economic headwinds
| · | Gross Merchandise Value (GMV) growth of 7.8% to €215.9 million in Q2 FY23 as compared to €200.2 million in the prior year period |
|---|---|
| · | GMV growth of 13.7% in H1 FY23 as compared to the prior year period |
| --- | --- |
| · | Number of top customer growth of 25.3% in Q2 of FY23 and 26.2% in H1 FY23 as compared to the prior year period |
| --- | --- |
| · | Gross Profit margin of 54.8% in Q2 FY23, an increase of 140 BPs from Q2 of FY22 |
| --- | --- |
| · | Strong profitability with adjusted EBITDA of €17.7 million in Q2 FY23, representing an Adjusted EBITDA margin of 9.3% |
| --- | --- |
| · | Confirmed guidance for full FY23 at the lower end of 16% to 22% GMV growth and 9% to 9.5% Adjusted EBITDA margin |
| --- | --- |
MUNICH,Germany (February 23**, 2023)** – MYT Netherlands Parent B.V. (NYSE: MYTE) (“Mytheresa” or the “Company”), the parent company of Mytheresa Group GmbH, today announced financial results for its second quarter of fiscal year 2023 ended December 31, 2022. The luxury multi-brand digital platform delivered another quarter of solid growth with continued strong profitability, despite significant macro-economic headwinds.
Michael Kliger,Chief Executive Officer of Mytheresa, said, “We are pleased with the solid growth in the second quarter which is driven by Mytheresa’s clear focus on the true high-end, wardrobe-building luxury customers and not the aspirational, occasional luxury shoppers who are more likely to be impacted negatively by an economic downturn. Our business has shown once more excellent financial strength and resilience against a backdrop of economic and geopolitical challenges, setting Mytheresa apart from other digital platforms in the same period.”
Kliger continued, “We have built a very resilient and agile business model. We are global, active across many luxury categories, uniquely focused on full-price selling and we have a high share of cost variability. This enables Mytheresa to deliver strong profitability even at times of slower growth. All of this, along with the consistently high-quality levels of services and creative productions, clearly places us as one of the few winners in the consolidating luxury ecommerce space.”
FINANCIAL HIGHLIGHTSFOR THE SECOND QUARTER ENDED DECEMBER 31, 2022
| · | GMV growth of 7.8% to €215.9 million in Q2 FY23 as compared to €200.2 million in the prior year period |
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| · | Net sales increase of 1.3% year-over-year to €190.1 million |
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| · | Increase of 140 basis points in Gross Profit margin to 54.8% compared to 53.4% in the prior year period due to increased sales from the Curated Platform Model (CPM) generating 100% gross margin with no costs of sales |
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| · | Strong profitability with Adjusted EBITDA of €17.7 million in Q2 FY23, representing an Adjusted EBITDA margin of 9.3% |
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| · | Adjusted operating income of €14.9 million at an Adjusted operating income margin of 7.9% |
| · | Adjusted net income of €11.0 million at an Adjusted net income margin of 5.8% |
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RECENT BUSINESSHIGHLIGHTS
Strong GlobalExpansion:
| · | Solid<br> GMV growth despite significant macro-economic headwinds with +7.8% vs. Q2 FY22 and +13.7%<br> in H1 FY23 vs. H1 FY22 |
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| · | GMV<br> growth in the United States of +12.7% in Q2 FY23 vs. Q2 FY22 and total GMV share of the US<br> expanding to 16.9% |
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| · | High-impact<br> top customer activations held in Europe, the United States and the Middle East with truly<br> “money can’t buy” experiences |
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Continued BrandPartnerships:
| · | Launch<br> of exclusive capsule collections and pre-launches in collaboration with Loro Piana, Max Mara,<br> Etro, The Row, Oscar de la Renta, Stella McCartney, Christian Louboutin, Givenchy and many<br> more |
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| · | Strong<br> expansion of skiwear category with capsules and exclusives by Dolce&Gabbana, Khaite,<br> Gucci and Pucci |
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| · | Launch<br> of Moncler Grenoble exclusive products with highly impactful shoppable video campaign shot<br> by Mytheresa in Crans Montana with professional skiers |
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| · | Successful<br> operation of the Curated Platform Model (CPM) with 7 brands and positive business impact |
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High-qualityCustomer Growth:
| · | LTM<br> growth of active customers of 10.1% reaching 814,000 customers |
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| · | Strong<br> growth of number of top customers with +25.3% in Q2 FY23 vs. Q2 FY22 as well as an increase<br> in average GMV per all customers of +1.9% in Q2 FY23 showing the quality of customer acquisitions |
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| · | Solid<br> number of first-time buyers in one quarter with over 120,000 new customers |
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| · | Newly<br> acquired Q3 FY22 customer cohorts show positive repurchase rates up to December compared<br> to the cohort acquired in Q3 FY21 |
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ConsistentStrong Operational Performance:
| · | Maintained<br> very good customer satisfaction with an industry-leading Net Promoter Score of 79.5% in Q2<br> FY23 |
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| · | Achieved<br> strong Gross Profit margin with 54.8% in Q2 FY23 based on continued focus on full-price business<br> and increasing share of CPM which generates 100% gross profit with no cost of sales |
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| · | Operational<br> indicators in Q2 FY23 underlined resilience and adaptability of the Mytheresa business model<br> despite significant challenging macro-economic conditions |
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BUSINESS OUTLOOK
For the full fiscal year ending June 30, 2023, we confirm our previous guidance at the lower end of the given range for top and bottom line:
| · | GMV<br> in the range of €865 to €910 million, representing 16% to 22% growth |
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| · | Net<br> Sales in the range of €755 million to €800 million, representing 10% to 16% growth |
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| · | Gross<br> Profit in the range of €410 million to €435 million, growing in line with GMV and<br> representing 16% to 22% growth Adjusted EBITDA in the range<br>of €68 million to €76 million with an Adjusted EBITDA margin of 9.0% to 9.5% |

The foregoing forward-looking statements reflect Mytheresa’s expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. Mytheresa does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.
CONFERENCECALL AND WEBCAST INFORMATION
Mytheresa will host a conference call to discuss its second quarter of fiscal year 2023 financial results on February 23, 2023 at 8:00am Eastern Time. Those wishing to participate via webcast should access the call through Mytheresa’s Investor Relations website at https://investors.mytheresa.com. Those wishing to participate via the telephone may dial in at +1 (888) 550-5658 (USA). The participant access code will be 4922601. The conference call replay will be available via webcast through Mytheresa’s Investor Relations website. The telephone replay will be available from 11:00am Eastern Time on February 23, 2023, through March 2, 2023, by dialing +1 (800) 770-2030 (USA). The replay passcode will be 4922601. For specific international dial-ins please see here.
FORWARD LOOKINGSTATEMENTS
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to the impact of the COVID-19 global pandemic; the impact of restrictions on use of identifiers for advertisers (IDFA); future sales, expenses, and profitability; future development and expected growth of our business and industry; our ability to execute our business model and our business strategy; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and projected capital spending. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below.
We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.
The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made.
Further information on these and other factors that could affect our financial results is included in filings we make with the U.S. Securities and Exchange Commission (“SEC”) from time to time, including the section titled “Risk Factors” included in the form 20-F filed on September 14, 2022 under Rule 424(b)(4) of the Securities Act. These documents are available on the SEC’s website at www.sec.gov and on the SEC Filings section of the Investor Relations section of our website at: https://investors.mytheresa.com.
ABOUT NON-IFRSFINANCIAL MEASURES AND OPERATING METRICS
Our non-IFRS financial measures include:
| · | Adjusted EBITDA is a non-IFRS<br>financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization, adjusted to<br>exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA Margin is a<br>non-IFRS measure which is calculated in relation to net sales. |
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| · | Adjusted Operating Income is a non-IFRS financial measure that we calculate as operating income,<br> adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based<br> compensation expense. Adjusted Operating Income Margin is a non-IFRS measure which is calculated<br> in relation to net sales. |
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| · | Adjusted Net Income is a non-IFRS financial measure that we calculate as net income, adjusted<br> to exclude Other transaction-related, certain legal and other expenses and Share-based compensation<br> expense. Adjusted Net Income Margin is a non-IFRS measure which is calculated in relation<br> to net sales. |
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We are not able to forecast net income (loss) on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect net income (loss), including, but not limited to, Income taxes and Interest expense and, as a result, are unable to provide a reconciliation to forecasted Adjusted EBITDA.
Gross Merchandise Value (GMV) is an operative measure and means the total Euro value of orders processed. GMV is inclusive of merchandise value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV.

ABOUT MYTHERESA
Mytheresa is one of the leading global luxury e-commerce platforms shipping to over 130 countries. Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear and kidswear. In 2022, Mytheresa expanded its luxury offering to home décor and lifestyle products with the launch of the category “LIFE”. The highly curated edit of over 200 brands focuses on true luxury brands such as Bottega Veneta, Burberry, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more. Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations. The NYSE listed company reported €747.3 million GMV in fiscal year 2022 (+21.3% vs. FY21).
For more information and updated Mytheresa campaign imagery, please visit https://investors.mytheresa.com.
| Investor Relations Contacts | |
|---|---|
| Mytheresa.com<br> GmbH | Solebury<br> Strategic Communications |
| Stefanie<br> Muenz | Deena<br> Friedman / Maria Lycouris |
| phone:<br> +49 89 127695-1919 | phone:<br> +1 800 929 7167 |
| email: [email protected] | email: [email protected] |
| Media Contacts for public relations | Media Contacts for business press |
| Mytheresa.com<br> GmbH | Mytheresa.com<br> GmbH |
| Sandra<br> Romano | Alberto<br> Fragoso |
| mobile:<br> +49 152 54725178 | mobile:<br> +49 152 38297355 |
| phone:<br> +49 89 127695-236 | phone:<br> +49 89 127695-1358 |
| email: [email protected] | email: [email protected] |
Source: MYT Netherlands Parent B.V.

MYT Netherlands Parent B.V.
Financial Results and Key Operating Metrics
(Amounts in € millions)
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2022 | Changein % / BPs | December 31, 2021 | December 31, 2022 | Changein % / BPs | |
| (in millions) (unaudited) | ||||||
| Gross<br> Merchandise Value (GMV) ^(1)^ | € 200.2 | € 215.9 | 7.8% | € 364.0 | € 413.7 | 13.7% |
| Active customer (LTM in thousands) ^(1,2)^ | 740 | 814 | 10.1% | 740 | 814 | 10.1% |
| Total orders shipped (LTM in thousands) ^(1,2)^ | 1,656 | 1,876 | 13.3% | 1,656 | 1,876 | 13.3% |
| Net sales | € 187.6 | € 190.1 | 1.3% | € 345.4 | € 366.0 | 6.0% |
| Gross profit | € 100.1 | € 104.2 | 4.0% | € 177.4 | € 192.0 | 8.2% |
| Gross profit margin^(3)^ | 53.4% | 54.8% | 140 BPs | 51.4% | 52.5% | 110 BPs |
| Adjusted EBITDA ^(4)^ | € 28.9 | € 17.7 | (38.6%) | € 43.5 | € 30.4 | (30.1%) |
| Adjusted EBITDA margin ^(3)^ | 15.4% | 9.3% | (610 BPs) | 12.6% | 8.3% | (430 BPs) |
| Adjusted Operating Income ^(4)^ | € 26.6 | € 14.9 | (43.9%) | € 39.1 | € 25.1 | (35.8%) |
| Adjusted Operating Income margin ^(3)^ | 14.2% | 7.9% | (630 BPs) | 11.3% | 6.9% | (440 BPs) |
| Adjusted Net Income ^(4)^ | € 19.5 | € 11.0 | (43.6%) | € 28.3 | € 18.2 | (35.8%) |
| Adjusted Net Income margin ^(3)^ | 10.4% | 5.8% | (460 BPs) | 8.2% | 5.0% | (320 BPs) |
| (1) | Definition of GMV, Active customer and Total orders shipped can be found on page 29 of our quarterly report. | |||||
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| (2) | Active customers and total orders shipped are calculated based on orders shipped from our sites during the last twelve months (LTM)<br>ended on the last day of the period presented. | |||||
| (3) | As a percentage of net sales. | |||||
| (4) | EBITDA, adjusted EBITDA, adjusted Operating Income, adjusted net income are measures not defined under IFRS. For further information<br>about how we calculate these measures and limitations of its use, see page 29 of our quarterly report. |

MYTNetherlands Parent B.V.
FinancialResults and Key Operating Metrics
(Amountsin € millions)
The following tables set forth the reconciliations of net income to EBITDA and adjusted EBITDA, operating income to adjusted operating income and net income to adjusted net income and their corresponding margins as a percentage of net sales:
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % | |
| (in millions) (unaudited) | ||||||
| Net<br> income | €<br> 2.1 | €<br> (0.5) | (122.3%) | €<br> (5.2) | €<br> (4.3) | (18.4%) |
| Finance<br> expenses, net | €<br> 0.2 | €<br> 0.4 | 111.2% | €<br> 0.4 | €<br> 0.8 | 104.2% |
| Income<br> tax expense | €<br> 7.0 | €<br> 3.5 | (49.4%) | €<br> 10.4 | €<br> 6.1 | (41.1%) |
| Depreciation<br> and amortization | €<br> 2.3 | €<br> 2.8 | 23.9% | €<br> 4.4 | €<br> 5.3 | 20.4% |
| thereof depreciation of<br><br> <br>right-of use assets | € 1.4 | € 2.1 | 52.8% | € 2.7 | € 3.8 | 40.5% |
| EBITDA | €<br> 11.5 | €<br> 6.3 | (45.3%) | €<br> 10.0 | €<br> 8.0 | (20.0%) |
| Other<br> transaction-related,<br><br> <br>certain<br> legal and other expenses ^(1)^ | €<br> 1.0 | €<br> 1.8 | 67.5% | €<br> 1.0 | €<br> 3.2 | 206.3% |
| Share-based<br> compensation ^(2)^ | €<br> 16.3 | €<br> 9.7 | (40.7%) | €<br> 32.5 | €<br> 19.2 | (40.8%) |
| Adjusted<br> EBITDA | €<br> 28.9 | €<br> 17.7 | (38.6%) | €<br> 43.5 | €<br> 30.4 | (30.1%) |
| Reconciliation to Adjusted EBITDA Margin | ||||||
| Net<br> Sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Adjusted<br> EBITDA margin | 15.4% | 9.3% | (610<br> BPs) | 12.6% | 8.3% | (430<br> BPs) |
| Three Months Ended | Six Months Ended | |||||
| --- | --- | --- | --- | --- | --- | --- |
| December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % | |
| (in millions) (unaudited) | ||||||
| Operating<br> Income | €<br> 9.2 | €<br> 3.5 | (62.2%) | €<br> 5.5 | €<br> 2.6 | (52.4%) |
| Other<br> transaction-related,<br><br> <br>certain<br> legal and other expenses ^(1)^ | €<br> 1.0 | €<br> 1.8 | 67.5% | €<br> 1.0 | €<br> 3.2 | 206.3% |
| Share-based<br> compensation ^(2)^ | €<br> 16.3 | €<br> 9.7 | (40.7%) | €<br> 32.5 | €<br> 19.2 | (40.8%) |
| Adjusted<br> Operating Income | €<br> 26.6 | €<br> 14.9 | (43.9%) | €<br> 39.1 | €<br> 25.1 | (35.8%) |
| Reconciliation to Adjusted Operating Income Margin | ||||||
| Net<br> Sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Adjusted<br> Operating Income margin | 14.2% | 7.9% | (630<br> BPs) | 11.3% | 6.9% | (440<br> BPs) |

MYTNetherlands Parent B.V.
FinancialResults and Key Operating Metrics
(Amountsin € millions)
| Three Months Ended | Six Months Ended | |||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2022 | Change in % | December 31, 2021 | December 31, 2022 | Change in % | |
| (in millions) (unaudited) | ||||||
| Net<br> Income | €<br> 2.1 | €<br> (0.5) | (122.3%) | €<br> (5.2) | €<br> (4.3) | (18.4%) |
| Other<br> transaction-related,<br><br> <br>certain<br> legal and other expenses ^(1)^ | €<br> 1.0 | €<br> 1.8 | 67.5% | €<br> 1.0 | €<br> 3.2 | 206.3% |
| Share-based<br> compensation ^(2)^ | €<br> 16.3 | €<br> 9.7 | (40.7%) | €<br> 32.5 | €<br> 19.2 | (40.8%) |
| Adjusted<br> Net Income | €<br> 19.5 | €<br> 11.0 | (43.6%) | €<br> 28.3 | €<br> 18.2 | (35.8%) |
| Reconciliation to Adjusted Net Income Margin | ||||||
| Net<br> Sales | €<br> 187.6 | €<br> 190.1 | 1.3% | €<br> 345.4 | €<br> 366.0 | 6.0% |
| Adjusted<br> Net Income margin | 10.4% | 5.8% | (460<br> BPs) | 8.2% | 5.0% | (320<br> BPs) |
| (1) | Other<br> transaction-related, certain legal and other expenses represent (i) professional fees, including<br> advisory and accounting fees, related to potential transactions, (ii) certain legal expenses<br> incurred outside the ordinary course of our business and (iii) other non-recurring expenses<br> incurred in connection with the costs of establishing our new central warehouse in Leipzig,<br> Germany. | |||||
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| (2) | Certain<br> key management members and supervisory board members were granted share-based compensation,<br> for which the share-based compensation expense will be recognized upon defined vesting schedules<br> in the future periods. Our methodology to adjust for share-based compensation and subsequently<br> calculate Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income has changed.<br> Prior to Q2 of fiscal year 2023, MYT Netherlands Parent B.V. and its subsidiaries (“Mytheresa<br> Group”) only adjusted for share-based compensation expenses connected to the IPO. As<br> of Q2 of FY23 we also adjusted for share-based compensation expenses recognized in connection<br> with grants under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management<br> members and share-based compensation expenses due to Supervisory Board Members Plans. Therefore,<br> starting with Q2 of fiscal year 2023, Adjusted EBITDA, Adjusted Operating Income and Adjusted<br> Net Income have been adjusted for all share-based compensation expenses to make the presentation<br> consistent with common practice in the industry and comparable to Mytheresa Group peers.<br> Therefore, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in current<br> and prior periods presented have been changed to reflect this consistent presentation. We<br> do not consider share-based compensation expenses to be indicative of our core operating<br> performance. For further information about how we calculate these measures and limitations<br> of its use including a reconciliation of amounts under our former methodology to our current<br> methodology, see page 28 of our quarterly report. |

MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Profit and Comprehensive Income
(Amountsin € thousands, except share and per share data)
| Three Months Ended | Six Months Ended | ||||||
|---|---|---|---|---|---|---|---|
| (in<br> thousands) | December 31, 2021 | December 31, 2022 | December 31, 2021 | December 31, 2022 | |||
| Net<br> sales | 187,571 | 190,092 | 345,402 | 365,983 | |||
| Cost<br> of sales, exclusive of depreciation and <br> amortization | (87,453) | (85,925) | (167,969) | (174,020) | |||
| Gross<br> profit | 100,118 | 104,167 | 177,433 | 191,963 | |||
| Shipping<br> and payment cost | (25,509) | (28,284) | (45,476) | (52,313) | |||
| Marketing<br> expenses | (23,828) | (28,802) | (46,256) | (54,156) | |||
| Selling,<br> general and administrative expenses | (40,980) | (39,089) | (77,138) | (76,733) | |||
| Depreciation<br> and amortization | (2,261) | (2,801) | (4,443) | (5,349) | |||
| Other<br> (expense) income, net | 1,708 | (1,698) | 1,427 | (772) | |||
| Operating<br> income | 9,246 | 3,493 | 5,547 | 2,640 | |||
| Finance<br> income | - | 244 | - | 248 | |||
| Finance<br> costs | (199) | (664) | (388) | (1,040) | |||
| Finance<br> income (costs), net | (199) | (420) | (388) | (792) | |||
| Income<br> before income taxes | 9,048 | 3,073 | 5,159 | 1,848 | |||
| Income<br> tax expense | (6,982) | (3,535) | (10,390) | (6,116) | |||
| Net<br> income (loss) | 2,066 | (462) | (5,230) | (4,268) | |||
| Cash<br> Flow Hedge | (1,088) | 4,761 | (2,169) | 1,701 | |||
| Income<br> Taxes related to Cash Flow Hedge | 336 | (1,329) | 604 | (475) | |||
| Foreign<br> currency translation | (28) | 52 | (54) | 27 | |||
| Other<br> comprehensive income (loss) | (780) | 3,484 | (1,619) | 1,254 | |||
| Comprehensive<br> income (loss) | 1,287 | 3,022 | (6,849) | (3,014) | |||
| Basic<br> & diluted earnings per share | 0.02 | € | (0.01) | € | (0.06) | € | (0.05) |
| Weighted<br> average ordinary shares outstanding <br> (basic) – in millions (1) | 86.3 | 86.6 | 86.3 | 86.6 | |||
| Weighted<br> average ordinary shares outstanding<br> (diluted) – in millions (1) | 87.7 | 86.6 | 86.3 | 86.6 |
All values are in Euros.
| (1) | In<br> accordance with IAS 33, includes contingently issuable shares that are fully vested and can<br> be converted at any time for no consideration. For further details, refer to note 14 in our<br> quarterly report. |
|---|

MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Financial Position
(Amountsin € thousands)
| (in € thousands) | June 30, 2022 | December 31, 2022 |
|---|---|---|
| Assets | ||
| Non-current assets | ||
| Non-current financial assets | 294 | 4,763 |
| Intangible assets and goodwill | 155,223 | 155,021 |
| Property and equipment | 17,691 | 28,774 |
| Right-of-use assets | 21,677 | 45,529 |
| Deferred tax assets | 6,090 | 6,090 |
| Total non-current assets | 200,975 | 240,177 |
| Current assets | ||
| Inventories | 230,144 | 307,990 |
| Trade and other receivables | 8,276 | 7,553 |
| Other assets | 61,874 | 40,081 |
| Cash and cash equivalents | 113,507 | 51,880 |
| Total current assets | 413,801 | 407,503 |
| Total assets | 614,776 | 647,680 |
| Shareholders’ equity and liabilities | ||
| Subscribed capital | 1 | 1 |
| Capital reserve | 498,872 | 517,630 |
| Accumulated Deficit | (68,734) | (73,002) |
| Accumulated other comprehensive income | 1,528 | 2,782 |
| Total shareholders’ equity | 431,667 | 447,411 |
| Non-current liabilities | ||
| Provisions | 758 | 2,623 |
| Lease liabilities | 16,817 | 40,055 |
| Deferred tax liabilities | 3,661 | 7,201 |
| Total non-current liabilities | 21,237 | 49,879 |
| Current liabilities | ||
| Tax liabilities | 25,892 | 22,053 |
| Cash-settled share-based payment liability | - | 1,545 |
| Lease liabilities | 5,189 | 5,297 |
| Contract liabilities | 10,746 | 7,915 |
| Trade and other payables | 45,156 | 43,290 |
| Other liabilities | 74,889 | 70,291 |
| Total current liabilities | 161,872 | 150,390 |
| Total liabilities | 183,109 | 200,369 |
| Total shareholders’ equity and liabilities | 614,776 | 647,680 |

MYTNetherlands Parent B.V.
UnauditedCondensed Consolidated Statements of Changes in Equity
(Amountsin € thousands)
| (in € thousands) | Subscribed capital | Capital reserve | Accumulated deficit | Hedging reserve | Foreign currency translation reserve | Total shareholders’ equity |
|---|---|---|---|---|---|---|
| Balance as of July 1, 2021 | 1 | 444,951 | (60,837) | - | 1,602 | 385,718 |
| Net loss | - | - | (5,230) | - | - | (5,230) |
| Other comprehensive loss | - | - | - | (1,566) | (53) | (1,619) |
| Comprehensive loss | - | - | (5,230) | (1,566) | (53) | (6,849) |
| Share-based compensation | - | 32,473 | - | - | - | 32,473 |
| Balance as of December 31, 2021 | 1 | 477,424 | (66,067) | (1,566) | 1,549 | 411,342 |
| Balance as of July 1, 2022 | 1 | 498,872 | (68,734) | - | 1,528 | 431,667 |
| Net loss | - | - | (4,268) | - | - | (4,268) |
| Other comprehensive income | - | - | - | 1,227 | 27 | 1,254 |
| Comprehensive loss | - | - | (4,268) | 1,227 | 27 | (3,014) |
| Share options exercised | - | 1,077 | - | - | - | 1,077 |
| Share-based compensation | - | 19,226 | - | - | - | 19,226 |
| Reclassification due to cash-settlement of Share-based compensation ^(1)^ | - | (1,545) | - | - | - | (1,545) |
| Balance as of December 31, 2022 | 1 | 517,630 | (73,002) | 1,227 | 1,555 | 447,411 |
| (1) | For further details, refer to note 14 in our quarterly report. | |||||
| --- | --- |

MYT NetherlandsParent B.V.
Unaudited CondensedConsolidated Statements of Cash Flows
(Amounts in €thousands)
| Six months ended December 31, | ||
|---|---|---|
| (in € thousands) | 2021 | 2022 |
| Net loss | (5,230) | (4,268) |
| Adjustments for | ||
| Depreciation and amortization | 4,443 | 5,349 |
| Finance (income) costs, net | 388 | 792 |
| Share-based compensation | 32,473 | 19,226 |
| Income tax expense | 10,390 | 6,116 |
| Change in operating assets and liabilities | ||
| (Decrease) increase in provisions | 25 | 1,865 |
| (Increase) decrease in inventories | 2,741 | (77,846) |
| (Increase) decrease in trade and other receivables | (36,785) | 722 |
| Decrease (increase) in other assets | (2,817) | 23,528 |
| (Decrease) increase in other liabilities | 10,267 | (4,452) |
| Increase (decrease) in contract liabilities | (2,661) | (2,831) |
| Increase (decrease) in trade and other payables | (4,387) | (1,910) |
| Decrease (increase) in non-current financial assets | (15) | (4,493) |
| Income taxes paid | (1,674) | (6,896) |
| Net cash used in operating activities | 7,172 | (45,088) |
| Expenditure for property and equipment and intangible assets | (1,057) | (12,396) |
| Net cash (used in) investing activities | (1,057) | (12,396) |
| Interest paid | (388) | (792) |
| Proceeds from exercise of option awards | - | 1,077 |
| Payment of lease liabilities | (2,689) | (4,340) |
| Net cash used in financing activities | (3,076) | (4,055) |
| Net decrease in cash and cash equivalents | 3,038 | (61,539) |
| Cash and cash equivalents at the beginning of the period | 76,760 | 113,507 |
| Effects of exchange rate changes on cash and cash equivalents | (53) | (88) |
| Cash and cash equivalents at end of the period | 79,745 | 51,880 |