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What changed in LuxExperience B.V.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of LuxExperience B.V.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+536 added−534 removedSource: 20-F (2023-09-14) vs 20-F (2022-09-15)

Top changes in LuxExperience B.V.'s 2023 20-F

536 paragraphs added · 534 removed · 403 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

180 edited+43 added−69 removed352 unchanged
Biggest changeAs a result of these relationships, when conflicts arise between the interests of Ares and CPPIB and their affiliates, on the one hand, and the interests of the Company and our other shareholders, on the other hand, these members of our Supervisory Board may have an interest in the matter different from the interests of the Company and our other shareholders. 43 Table of Contents Dutch law provides that a member of the management board of a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) , such as the Company, may not participate in the adoption of resolutions (including deliberations in respect of these) if he or she has a direct or indirect personal interest conflicting with the interests of the company.
Biggest changeDutch law provides that a member of the management board of a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) , such as the Company, may not participate in the adoption of resolutions (including deliberations in respect of these) if he or she has a direct or indirect personal interest conflicting with the interests of the company.
We believe our ability to compete depends on many factors within and beyond our control, including: ● attracting new customers and retaining existing customers; ● enhancing our relationships with existing customers; ● attracting customers from our brand partners’ increasing online offerings and capabilities; ● converting online viewing to online purchases; ● further developing our data analytics capabilities; 9 Table of Contents ● maintaining favorable brand recognition and effectively marketing our services to customers; ● the amount, diversity and quality of brands and merchandise that we or our competitors offer; ● the price at which we are able to offer our merchandise; ● maintaining and growing our market share; ● price fluctuations or demand disruptions of our brand partners or other third-party vendors; ● inventory management; ● the speed and cost at which we can deliver merchandise to our customers and the ease with which they can use our services to return merchandise; and ● anticipating and quickly responding to changing fashion trends and customer shopping preferences.
We believe our ability to compete depends on many factors within and beyond our control, including: ● attracting new customers and retaining existing customers; ● enhancing our relationships with existing customers; ● attracting customers from our brand partners’ increasing online offerings and capabilities; ● converting online viewing to online purchases; ● further developing our data analytics capabilities; ● maintaining favorable brand recognition and effectively marketing our services to customers; 9 Table of Contents ● the amount, diversity and quality of brands and merchandise that we or our competitors offer; ● the price at which we are able to offer our merchandise; ● maintaining and growing our market share; ● price fluctuations or demand disruptions of our brand partners or other third-party vendors; ● inventory management; ● the speed and cost at which we can deliver merchandise to our customers and the ease with which they can use our services to return merchandise; and ● anticipating and quickly responding to changing fashion trends and customer shopping preferences.
In the United States, which is also a significant market for our goods and services, federal and state governments have adopted or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices.
In the United States, which is also a significant market for our goods and services, federal and state governments have adopted and are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices.
If a U.S. holder actually or constructively acquires equity securities resulting in the U.S. holder actually or constructively owning 10% or more of the combined voting power of MYT Netherlands voting stock or of the total value of our stock, different U.S. federal income tax consequences may apply.
If a U.S. holder actually or constructively acquires equity securities resulting in the U.S. holder actually or constructively owning 10% or more of the combined voting power of MYT Netherlands voting stock or of the total value of our stock, different U.S. federal income tax consequences may apply. The U.S.
Further, our brand partners may: ● have economic or business interests or goals that are inconsistent with ours; ● take actions contrary to our requests, policies or objectives; ● be unable or unwilling to fulfill their obligations under relevant purchase orders, including obligations to meet certain production deadlines, quality standards, pricing guidelines and product specifications, and to comply with applicable regulations, including those regarding the safety and quality of products; ● have financial difficulties; ● encounter raw material or labor shortages; ● encounter increases in raw material or labor costs which may affect their procurement costs, potentially resulting in an increase in their prices; ● engage in activities or employ practices that may harm our reputation; or 15 Table of Contents ● work with, be acquired by, or come under the control of, our competitors.
Further, our brand partners may: ● have economic or business interests or goals that are inconsistent with ours; ● take actions contrary to our requests, policies or objectives; 14 Table of Contents ● be unable or unwilling to fulfill their obligations under relevant purchase orders, including obligations to meet certain production deadlines, quality standards, pricing guidelines and product specifications, and to comply with applicable regulations, including those regarding the safety and quality of products; ● have financial difficulties; ● encounter raw material or labor shortages; ● encounter increases in raw material or labor costs which may affect their procurement costs, potentially resulting in an increase in their prices; ● engage in activities or employ practices that may harm our reputation; or ● work with, be acquired by, or come under the control of, our competitors.
The GDPR and UK GDPR impose conditions on obtaining valid consent, such as, according to some authorities and courts, a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
The GDPR and UK GDPR impose conditions on obtaining valid consent, such as, according to authorities and courts, a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology.
These factors could also make it more difficult for us to attract and retain qualified members of our Supervisory Board, particularly to serve on our Audit Committee and Nominating, Governance and Compensation Committee, and qualified senior management.
These factors could also make it more difficult for us to attract and retain qualified members of our Supervisory Board, particularly to serve on our Audit Committee, Nominating, Governance and Sustainability Committee, and Compensation Committee, and qualified senior management.
We are subject to certain laws, regulations, contractual obligations and industry standards (including, for example, the PCI-DSS, the GDPR and the Federal Data Protection Act) relating to privacy, data protection and localization, information security and customer protection.
We are subject to certain laws, regulations, contractual obligations and industry standards (including, for example, the PCI-DSS, the GDPR and the German Federal Data Protection Act) relating to privacy, data protection and localization, information security and customer protection.
These reasons include those described in these risk factors as well as the following: ● fluctuations in net sales generated from the brands on our sites, including as a result of shifts in overall sale seasons, changes in regional mix and changes in brand delivery patterns and timing; ● fluctuations in sales margin due to shifts in seasonal sales calendars or competitive behaviors; ● fluctuations in product mix; ● our ability to effectively manage our sites and new and existing brands; ● fluctuations in the levels of inventory; ● fluctuations in capacity as we expand our operations; ● our success in engaging existing customers and attracting new customers; ● the amount and timing of our operating expenses; ● the timing and success of new products and brands we introduce; ● the impact of competitive developments and our response to those developments; ● our ability to manage our existing business and future growth; ● disruptions or defects in our sites, such as privacy or data security breaches; and ● economic and market conditions, particularly those affecting our industry.
These reasons include those described in these risk factors as well as the following: ● fluctuations in net sales generated from the brands on our sites, including as a result of shifts in overall sale seasons, changes in regional mix and changes in brand delivery patterns and timing; ● fluctuations in sales margin due to shifts in seasonal sales calendars or competitive behaviors; ● fluctuations in product mix; ● our ability to effectively manage our sites and new and existing brands; ● fluctuations in the levels of inventory; ● fluctuations in capacity as we expand our operations; ● our success in engaging existing customers and attracting new customers; ● the amount and timing of our operating expenses; ● the timing and success of new products and brands we introduce; ● the impact of competitive developments and our response to those developments; ● our ability to manage our existing business and future growth; 17 Table of Contents ● disruptions or defects in our sites, such as privacy or data security breaches; and ● economic and market conditions, particularly those affecting our industry.
Many data protection regimes apply based on where the consumer is located, and as we expand and new laws are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, including those in the areas of data security, data privacy and regulation of email providers and those that require localization of certain data (such as in Russia), which could require us to incur additional costs and restrict our business operations.
Many data protection regimes apply based on where the consumer is located, and as we expand and new laws are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, including those in the areas of data security, data privacy and regulation of email providers and those that require localization of certain data (such as in Russia, the PRC and Indonesia), which could require us to incur additional costs and restrict our business operations.
The enactment of such laws could have potentially conflicting requirements that could make compliance with such laws challenging. 29 Table of Contents The People’s Republic of China (the “PRC”) have enacted numerous laws, regulations and guidelines concerning data security (collectively “Data Security Law”) to regulate data activities, safeguard data security, promote data development and usage, protect individuals and entities’ legitimate rights and interests, and safeguard state sovereignty, state security and development interests.
The enactment of such laws could have potentially conflicting requirements that could make compliance with such laws challenging. 28 Table of Contents The People’s Republic of China (the “PRC”) have enacted numerous laws, regulations and guidelines concerning data security (collectively “Data Security Law”) to regulate data activities, safeguard data security, promote data development and usage, protect individuals and entities’ legitimate rights and interests, and safeguard state sovereignty, state security and development interests.
Any failure, or perceived failure, by us to comply with our privacy policies or with any Dutch, German, European, or international laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal or contractual obligations relating to privacy, data protection and localization, information security or customer protection could adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities or others or other liabilities or require us to change our operations and/or cease or modify our use of certain data sets.
Any failure, or perceived failure, by us to comply with our privacy policies or with any Dutch, German, European, or other regions’ or countries’ laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal or contractual obligations relating to privacy, data protection and localization, information security or customer protection could adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmental entities or others or other liabilities or require us to change our operations and/or cease or modify our use of certain data sets.
A number of factors may increase our future effective tax rates, including: ● the jurisdictions in which profits are determined to be earned and taxed; ● the resolution of issues arising from any future tax audits with various tax authorities; ● changes in the valuation of our deferred tax assets and liabilities; ● increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; ● changes in the taxation of share-based compensation; 38 Table of Contents ● changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and ● changes to the transfer pricing policies related to our structure.
A number of factors may increase our future effective tax rates, including: ● the jurisdictions in which profits are determined to be earned and taxed; ● the resolution of issues arising from any future tax audits with various tax authorities; ● changes in the valuation of our deferred tax assets and liabilities; ● increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions; ● changes in the taxation of share-based compensation; ● changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and ● changes to the transfer pricing policies related to our structure.
If we take steps to voluntarily mitigate our impact on climate change and other ESG issues, we may experience increases in energy and transportation costs, capital expenditures or insurance premiums and deductibles. Inconsistency of legislation and regulations among jurisdictions may also affect the costs of compliance with such laws and regulations.
If we take steps to voluntarily mitigate our impact on climate change and other ESG issues, we may experience increases in energy and transportation costs, operating expenses, capital expenditures or insurance premiums and deductibles. Inconsistency of legislation and regulations among jurisdictions may also affect the costs of compliance with such laws and regulations.
We typically enter into agreements to purchase our merchandise in advance of the applicable selling season and our failure to anticipate, identify or react appropriately, or in a timely manner to changes in customer preferences, tastes and trends or economic conditions could lead to, among other things, missed opportunities, excess inventory or inventory shortages or delays, markdowns and write-offs, any of which could negatively impact our profitability and have a material adverse effect on our business, financial condition and results of operations.
We typically enter into agreements to purchase our merchandise in advance of the applicable selling season and our failure to anticipate, identify or react appropriately, or in a timely manner to changes in customer preferences, tastes and trends or economic conditions could lead to, among other things, missed opportunities, excess inventory or inventory shortages or delays, markdowns and write-offs, any of which could reduce our margins down, negatively impact our profitability and have a material adverse effect on our business, financial condition and results of operations.
Upon reception of all goods within our warehouse, the quality of the product is controlled and quality control problems could result in regulatory action, such as restrictions on importation, products of inferior quality or product stock outages or shortages, which could harm our sales and create inventory write-downs for unusable products.
Upon reception of all goods within our warehouses, the quality of the product is controlled and quality control problems could result in regulatory action, such as restrictions on importation, products of inferior quality or product stock outages or shortages, which could harm our sales and create inventory write-downs for unusable products.
We generate a portion of our net sales (approximately 2% in fiscal 2022) from our Munich flagship store and, our men’s store, which is also located in Munich. As a result, we are more vulnerable to economic and other conditions affecting the metropolitan region surrounding Munich than our more geographically diversified competitors.
We generate a portion of our net sales (approximately 2% in fiscal 2023) from our Munich flagship store and, our men’s store, which is also located in Munich. As a result, we are more vulnerable to economic and other conditions affecting the metropolitan region surrounding Munich than our more geographically diversified competitors.
The effects of the CCPA and similar state laws are potentially significant and will require us to modify our data collection or processing practices and policies, incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement or litigation.
The effects of the CCPA and similar state laws are potentially significant and may require us to modify our data collection or processing practices and policies, may incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement or litigation.
In addition, negative national or global economic conditions may adversely affect our brand partners’ financial performance, liquidity and access to capital, which may affect their production levels and/or product quality and could cause them to raise prices, lower production levels or cease their operations.
In addition, negative national or global economic conditions may adversely affect our access to and cost of capital, our brand partners’ financial performance, liquidity and access to capital, which may affect their production levels and/or product quality and could cause them to raise prices, lower production levels or cease their operations.
If we fail to manage our inventory effectively or negotiate favorable credit and return to vendor terms with third-party suppliers, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and inventory write-downs or write-offs.
If we fail to manage our inventory effectively or negotiate favorable credit and return to vendor terms with third-party suppliers, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, reduce margins and inventory write-downs or write-offs.
In addition, our registrar and transfer agents may refuse to deliver, transfer or register transfers of our securities generally when our books or the books of such registrar and transfer agent are closed, or at any time if we or such registrar and transfer agent deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of our articles of association, or for any other reason.
In addition, our registrar and transfer agents may refuse to deliver, transfer or register transfers of our securities generally when our books or the books of such registrar and transfer agent are closed, or at any time if we or such registrar and transfer agent deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of our articles of association, or for any other reason. 46 Table of Contents
We believe that our continued growth will depend upon, among other factors, our ability to: ● identify new and emerging brands and maintain relationships with our established brand partners; ● acquire new customers and retain existing customers; ● develop new features to enhance the customer experience on our sites; ● increase the frequency with which new and existing customers purchase products on our sites through merchandising, data analytics and technology; ● invest in our online infrastructure to enhance and scale the systems our customers use to interact with our site; ● access new complementary customer categories; and ● expand internationally.
We believe that our continued growth will depend upon, among other factors, our ability to: ● identify new and emerging brands and maintain relationships with our established brand partners; ● acquire new customers and retain existing customers; ● develop new features to enhance the customer experience on our sites; ● increase the frequency with which new and existing customers purchase products on our sites through merchandising, data analytics and technology; 16 Table of Contents ● invest in our online infrastructure to enhance and scale the systems our customers use to interact with our site; ● access new complementary customer categories; and ● expand internationally.
Pursuant to the Management Board Rules, each member of our Management Board shall immediately report any (potential) personal conflict of interest concerning a member of our Management Board to the chairperson of the Supervisory Board and to the other members of our Management Board and shall provide all information relevant to the conflict.
Pursuant to the Rules of Procedure for the Management Board, each member of our Management Board shall immediately report any (potential) personal conflict of interest concerning a member of our Management Board to the chairperson of the Supervisory Board and to the other members of our Management Board and shall provide all information relevant to the conflict.
As a result, we might not be able to register, use or maintain the domain names that use the name Mytheresa in all of the countries and territories in which we currently or intend to conduct business. 32 Table of Contents The loss of senior management or attrition among our buyers or key employees could adversely affect our business.
As a result, we might not be able to register, use or maintain the domain names that use the name Mytheresa in all of the countries and territories in which we currently or intend to conduct business. The loss of senior management or attrition among our buyers or key employees could adversely affect our business.
Any failure to enforce our intellectual property rights could adversely affect our business or results of operations. We rely on trademark, copyright, trade secrets, confidentiality agreements and other practices to protect our proprietary information, technologies and processes. Our principal trademark assets include the registered trademark “MYTHERESA,” in addition to our logo.
Any failure to enforce our intellectual property rights could adversely affect our business or results of operations. We rely on trademark, copyright, trade secrets, confidentiality agreements and other practices to protect our proprietary information, technologies and processes. Our principal trademark assets include the registered trademark “MYTHERESA” in addition to our logo.
Trade Act of 1974. Those “section 301” duties on Chinese origin goods range from 7.5 percent to 25 percent, and apply directly to products that we procure from Chinese suppliers for importation into the United States. The section 301 duties are currently under review by the United States Government, and the consequences of that review are uncertain.
Those “section 301” duties on Chinese origin goods range from 7.5 percent to 25 percent, and apply directly to products that we procure from Chinese suppliers for importation into the United States. The section 301 duties are currently under review by the United States Government, and the consequences of that review are uncertain.
We may not be able to pass increased prices on to customers, which could adversely affect our business and financial condition. 18 Table of Contents Certain of our key operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We may not be able to pass increased prices on to customers, which could adversely affect our business and financial condition. Certain of our key operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
Any of these factors may have a material adverse effect on our business, results of operations, financial condition and prospects. Parties with whom we do business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations with us.
Any of these factors may have a material adverse effect on our business, results of operations, financial condition and prospects. 21 Table of Contents Parties with whom we do business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations with us.
We are incorporated in the Netherlands and conduct substantially all of our operations in the European Union through our subsidiaries. All members of our Management Board and four members of our Supervisory Board are non-residents of the United States.
We are incorporated in the Netherlands and conduct substantially all of our operations in the European Union through our subsidiaries. All members of our Management Board and five members of our Supervisory Board are non-residents of the United States.
The exclusive forum does not apply to claims under the Securities Act or the Exchange Act. 42 Table of Contents The rights of shareholders in a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) differ in material respects from the rights of shareholders of corporations incorporated in the United States.
The exclusive forum does not apply to claims under the Securities Act or the Exchange Act. The rights of shareholders in a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) differ in material respects from the rights of shareholders of corporations incorporated in the United States.
As a result of the international nature of our business, we may be required to register our trademarks in the countries in which we operate or conduct business. 31 Table of Contents We currently have no registered copyrights, applications for copyright registrations, patents issued or applications pending in any jurisdiction.
As a result of the international nature of our business, we may be required to register our trademarks in the countries in which we operate or conduct business. We currently have no registered copyrights, applications for copyright registrations, patents issued or applications pending in any jurisdiction.
If we enter into a collective bargaining agreement with our employees, the terms could adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations. Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.
If we enter into a collective bargaining agreement with our employees, the terms could adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations. ​ 32 Table of Contents Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.
To the extent any of these events occur, our business and results of operations could be adversely affected. 20 Table of Contents Any changes in our shipping arrangements or any interruptions in shipping could adversely affect our results of operations. We primarily rely on three major vendors for our shipping, DHL, FedEx, and UPS.
To the extent any of these events occur, our business and results of operations could be adversely affected. Any changes in our shipping arrangements or any interruptions in shipping could adversely affect our results of operations. We primarily rely on three major vendors for our shipping, DHL, FedEx, and UPS.
We would also likely suffer a reputational impact with our customers. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected. 21 Table of Contents We may incur significant losses from fraud.
We would also likely suffer a reputational impact with our customers. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected. We may incur significant losses from fraud.
In addition, the U.S. trade regulations prohibit the importation of products manufactured in whole or in part by entities in the Xinjiang Uyghur Autonomous Region (“XUAR”) of China. Anti-corruption laws, including FCPA (U.S. Foreign Corrupt Practices Act of 1977) and the U.K.
In addition, the U.S. trade regulations prohibit the importation of products manufactured in whole or in part by entities in the Xinjiang Uyghur Autonomous Region (“XUAR”) of China. 26 Table of Contents Anti-corruption laws, including FCPA (U.S. Foreign Corrupt Practices Act of 1977) and the U.K.
We sell luxury fashion merchandise. Although the market for luxury goods is less sensitive to economic downturns than markets for ordinary goods, purchases of merchandise by our customers are nonetheless discretionary, and therefore dependent upon the level of customer spending, particularly among affluent customers.
Although the market for luxury goods is less sensitive to economic downturns than markets for ordinary goods, purchases of merchandise by our customers are nonetheless discretionary, and therefore dependent upon the level of customer spending, particularly among affluent customers.
Although we believe that we currently collect sales taxes in all U.S. states that have adopted laws imposing sales tax collection obligations on out-of-state retailers since Wayfai r was decided, a new imposition or a successful assertion by one or more U.S. states requiring us to collect sales taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some sales taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.
Although we believe that we currently collect sales taxes in all U.S. states that have adopted laws imposing sales tax collection obligations on out-of-state retailers, a new imposition or a successful assertion by one or more U.S. states requiring us to collect sales taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some sales taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.
The United Kingdom’s exit from the European Union may have a negative effect on global economic conditions, financial markets and our business. We are a multinational company with worldwide operations, including significant business operations in Europe.
The continuing impact of the United Kingdom’s exit from the European Union may have a negative effect on global economic conditions, financial markets and our business. We are a multinational company with worldwide operations, including significant business operations in Europe.
If we are not able to develop and maintain positive relationships with our influencer and affiliate marketing partners, or if we or such partners are targets of negative publicity, including in connection with reactions to social or political events, such as the war in Ukraine, the Black Lives Matter movement or protests against the use of fur, on social media, our ability to promote and maintain awareness of our sites and brands and leverage social media platforms to drive customers to our sites may be adversely affected, which could have an adverse effect on our business, financial condition, results of operations and prospects.
If we are not able to develop and maintain positive relationships with our influencer and affiliate marketing partners, or if we or such partners are targets of negative publicity, including in connection with reactions to social or political events, such as the war in Ukraine, the Black Lives Matter movement or protests against the use of fur, on social media, our ability to promote and maintain awareness of our sites and brands and leverage social media platforms to drive customers to our sites may be adversely affected, which could have an adverse effect on our business, financial condition, results of operations and prospects. 11 Table of Contents We depend on the success of our advertising efforts.
Any current or future health epidemic or other adverse public health development, such as the COVID-19 pandemic, could result in business disruption, supply chain disruption, sustained economic downturn, inflation, margin pressures and have a material adverse effect on our business and operating results.
Any current or future health epidemic or other adverse public health development, such as the COVID-19 pandemic or other factors influencing consumer sentiment, could result in business disruption, supply chain disruption, sustained economic downturn, inflation, margin pressures and have a material adverse effect on our business and operating results.
In the luxury fashion industry, customer demand can quickly change depending on many factors, including the behavior of both online and brick and mortar competitors, promotional activities of competitors, rapidly changing tastes and preferences, frequent introductions of new products and services, advances in technology and the internet and macroeconomic factors, many of which are beyond our control, especially in light of the COVID-19 pandemic.
In the luxury fashion industry, customer demand can quickly change depending on many factors, including the behavior of both online and brick and mortar competitors, promotional activities of competitors, rapidly changing tastes and preferences, frequent introductions of new products and services, advances in technology and the internet and macroeconomic factors, many of which are beyond our control.
We may incur additional expenses and our reputation could be harmed if customers or potential customers believe that our merchandise does not meet their expectations, is not properly labeled or is damaged. We are subject to payment-related risks.
We may incur additional expenses and our reputation could be harmed if customers or potential customers believe that our merchandise does not meet their expectations, is not properly labeled or is damaged. 20 Table of Contents We are subject to payment-related risks.
A substantial majority of our brand partners, offices and employees are located in Europe, and we ship all our products from our distribution center in Heimstetten, outside Munich, Germany.
A substantial majority of our brand partners, offices and employees are located in Europe, and we currently ship most of our products from our distribution center in Heimstetten, outside Munich, Germany.
A continued economic downturn and increased inflation resulting from these measures could negatively impact customer demand and spending in the impacted regions, and cause an oversupply of inventory that could lead to markdowns or promotional sales to dispose of excess inventory, which could force us to follow suit and have an adverse effect on our gross margins and results of operations.
An extended economic downturn and increased inflation that may result from these measures could negatively impact customer demand and spending in the impacted regions, and cause an oversupply of inventory that could lead to markdowns or promotional sales to dispose of excess inventory, which could force us to follow suit and have an adverse effect on our gross margins and results of operations.
We have experienced, and in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints, particularly in light of the COVID-19 pandemic.
We have experienced, and in the future we may experience interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints.
Such reassessment may be due to an interpretation or view of laws and/or facts by tax authorities in a manner that deviates from our view and may emerge as a result of tax audits or other review actions by the relevant financial or tax authorities.
Such reassessment may be due to an interpretation or view of laws and/or facts by tax authorities, including those related to transfer pricing, in a manner that deviates from our view and may emerge as a result of tax audits or other review actions by the relevant financial or tax authorities.
If our operating metrics are not accurate representations of the reach or monetization of our offerings and network, if we discover material inaccuracies in our metrics or the operating data on which such metrics are based, or if we can no longer calculate any of our key operating metrics with a sufficient degree of accuracy and cannot find an adequate replacement for such metrics, our business, financial condition and results of operations could be adversely affected.
If our operating metrics are not accurate representations of the reach or monetization of our offerings and network, if we discover material inaccuracies in our metrics or the operating data on which such metrics are based, or if we can no longer calculate any of our key operating metrics with a sufficient degree of accuracy and cannot find an adequate replacement for such metrics, our business, financial condition and results of operations could be adversely affected. 18 Table of Contents If we are unable to manage our inventory effectively, our results of operations could be adversely affected.
In the European Union and United Kingdom, informed consent is required for the placement of a cookie on a user’s device, unless such cookie is strictly necessary to provide explicitly requested services, and for many forms of direct electronic marketing.
In the European Economic Area (EEA) and United Kingdom, informed consent is required for the placement of a cookie on a user’s device, unless such cookie is strictly necessary to provide explicitly requested services. Consent is already required for many forms of direct electronic marketing.
These measures, and any additional measures that may be imposed should Russia’s war against Ukraine continue, may have a material impact on our ability to operate in the ordinary course of business with customers in Russia.
These measures, and any additional measures that may be imposed should Russia’s war against Ukraine continue, have and may continue to have material impact on our ability to operate in the ordinary course of business with customers in Russia. Our sales in Russia used to be relatively immaterial.
Competition may increase as other established and emerging companies, including Amazon.com Inc., enter the markets in which we compete, as customer requirements evolve and as new products and technologies are introduced.
Competition may increase as other established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and technologies are introduced.
A significant portion of our net sales are generated from sales to existing customers, particularly those existing customers who are highly engaged and make frequent and/or large purchases of the merchandise we offer. In fiscal 2022, the top 3.1% of our customers accounted for approximately 35% of our gross sales.
A significant portion of our net sales are generated from sales to existing customers, particularly those existing customers who are highly engaged and make frequent and/or large purchases of the merchandise we offer. In fiscal 2023, the top 3.5% of our customers accounted for approximately 37.5% of our gross sales.
The IRS may not agree that MYT Netherlands is a foreign corporation for U.S. federal tax purposes. For U.S. federal tax purposes, a corporation is generally considered to be a foreign corporation if it is organized or incorporated outside of the United States.
Internal Revenue Service (the “IRS”) may not agree that MYT Netherlands is a foreign corporation for U.S. federal tax purposes. For U.S. federal tax purposes, a corporation is generally considered to be a foreign corporation if it is organized or incorporated outside of the United States.
The imposition by U.S. state governments of sales tax collection obligations on out-of-state retailers in U.S. jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business and results of operations.
The imposition by U.S. state governments of sales tax collection obligations on out-of-state retailers in U.S. jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business and results of operations. ​ 36 Table of Contents We may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our results of operations.
The failure to comply with those international trade regulations that are, or may be, applicable to our products may expose our company to adverse consequences, including: (i) the imposition of fines and penalties; (ii) the imposition of government orders restricting our ability to export our products to, or import our products into, specified countries; (iii) delay or impair our ability to ship and deliver our products to our customers; and/or (iv) damage to our reputation as a compliant company and a reliable supplier of our products.
The failure to comply with those international trade regulations that are, or may be, applicable to our products may expose our company to adverse consequences, including: (i) the imposition of fines and penalties; (ii) the imposition of government orders restricting our ability to export our products to, or import our products into, specified countries; (iii) delay or impair our ability to ship and deliver our products to our customers; and/or (iv) damage to our reputation as a compliant company and a reliable supplier of our products. 34 Table of Contents Many of our products are manufactured in the People’s Republic of China.
We add a total of approximately 800 new apparel, footwear, accessories and fine jewelry to our sites in a typical week, and we depend on our forecasts of demand for and popularity of various products to make purchase decisions and to manage our inventory of SKUs.
Our business requires us to manage a large volume of inventory effectively. We add a total of approximately 800 new apparel, footwear, accessories and fine jewelry to our sites in a typical week, and we depend on our forecasts of demand for and popularity of various products to make purchase decisions and to manage our inventory of SKUs.
Although we are building a new distribution facility and warehouse in Leipzig, we could be subject to disruptions in our fulfillment capacity as we begin to operate the Leipzig facility until we are able to optimize our procedures and processes and train the workforce.
Although we recently opened the new distribution facility and warehouse in Leipzig, we could be subject to disruptions in our fulfillment capacity as we operate the Leipzig facility until we are able to optimize our procedures and processes and train the workforce.
If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the value of our securities may likely decline, and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources. 40 Table of Contents We continue to invest in more robust technology and in more resources in order to manage our reporting requirements.
If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the value of our securities may likely decline, and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources.
Restrictions on travel, quarantines and other measures imposed in response to the outbreak, as well as ongoing concern regarding its potential impact, have had and will likely continue to have a negative effect on the economies, financial markets and business activities of global market, resulting in inflationary pressure and worker shortages.
Restrictions on travel, quarantines and other measures imposed in response to an outbreak, as well as ongoing concern regarding its potential impact, would reasonably be likely to have a negative effect on the economies, financial markets and business activities of global market, resulting in inflationary pressure and worker shortages.
In addition, our ability to receive inbound inventory efficiently and ship merchandise to customers may be negatively affected by the COVID-19 pandemic and related response measures, inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, trade embargoes and similar factors.
In addition, our ability to receive inbound inventory efficiently and ship merchandise to customers may be negatively affected by adverse health developments and related response measures, inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, trade embargoes and similar factors.
If existing customers no longer find our offerings appealing or shift their shopping and purchasing preferences back to brick-and-mortar stores as COVID-19 pandemic measures ease, or if we are unable to timely update our offerings to meet current trends and customer demands, our existing customers may make fewer or smaller purchases in the future.
If existing customers no longer find our offerings appealing or shift their shopping and purchasing preferences back to brick-and-mortar stores now that substantially all COVID-19 pandemic measures have eased, or if we are unable to timely update our offerings to meet current trends and customer demands, our existing customers may make fewer or smaller purchases in the future.
We use this information to provide services and relevant products to our consumers, to support, expand and improve our business, and to tailor our marketing and advertising efforts. We store, handle, and process personal data on our own information systems, as well as through arrangements with third-parties and service providers.
We use this information for a variety of business purposes, including to provide services and relevant products to consumers, to support, expand and improve our business, and for marketing and advertising efforts. We store, handle, and process personal data on our own information systems, as well as through arrangements with third-parties and service providers.
Increases in labor costs could force us to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition and results of operations.
If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition and results of operations.
Many of our products are manufactured in the People’s Republic of China. Commencing in 2018, as part of a series of trade-related disputes between the governments of the United States and the People’s Republic of China, the United States Government imposed punitive customs duties on Chinese merchandise imported into the United States, under section 301 of the U.S.
Commencing in 2018, as part of a series of trade-related disputes between the governments of the United States and the People’s Republic of China, the United States Government imposed punitive customs duties on Chinese merchandise imported into the United States, under section 301 of the U.S. Trade Act of 1974.
The tax treatment of us and our subsidiaries depends in some instances on determinations of fact and interpretations of complex provisions of applicable tax law for which no clear precedent or authority may be available.
The tax treatment of us and our subsidiaries depends in some instances on determinations of fact and interpretations of complex provisions of applicable tax law, including those related to transfer pricing, for which no clear precedent or authority may be available.
Failures or perceived failures by us to comply with rapidly evolving privacy or security laws such as those in the PRC, policies (including our own stated privacy policies), legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of personally identifiable information or other personal or consumer data may result in governmental enforcement actions, litigation (including consumer class actions), fines and penalties or adverse publicity and could cause our consumers to lose trust in us, which could have a material adverse effect on our business, results of operations, financial condition and prospects. 30 Table of Contents Our failure to invest in and adapt to technological developments and industry trends could harm our business.
Failures or perceived failures by us to comply with rapidly evolving privacy or security laws, policies (including our own stated privacy policies), legal obligations or industry standards or any security incident that results in the unauthorized release or transfer of personally identifiable information or other personal or consumer data may result in governmental enforcement actions, litigation (including consumer class actions), fines and penalties or adverse publicity and could cause our consumers to lose trust in us, which could have a material adverse effect on our business, results of operations, financial condition and prospects.
Any of the above, including as a result of the COVID-19 pandemic or the economic uncertainty resulting from the war in Ukraine, may materially and adversely affect our business, financial condition and results of operations. Increased merchandise returns above current levels could harm our business. We allow our customers to return products, subject to our return policy.
Any of the above, including the economic uncertainty resulting from the continued war in Ukraine, may materially and adversely affect our business, financial condition and results of operations. Increased merchandise returns above current levels could harm our business. We allow our customers to return products, subject to our return policy.
The CCPA implementing regulations are being updated and supplemented by the office of the California Attorney General and the California Privacy Protection Agency, which was established in 2021 based on the 2020 ballot initiative to enact the California Privacy Rights Act (“CPRA”).
The CCPA implementing regulations are being supplemented by the California Privacy Protection Agency, which was established in 2021 based on the 2020 ballot initiative to enact the California Privacy Rights Act (“CPRA”).
Due to the international nature of our business, our success in the international markets may depend on a variety of factors, including: ● localization of our merchandise offerings, including translation into foreign languages and adaptation for local practices; ● navigating shipping and returns in a more fragmented geography; ● different customer demand dynamics, which may make our model and the merchandise we offer less successful elsewhere compared to the European Union; ● competition from local incumbents that understand the local market and may operate more effectively; ● regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto; ● laws and regulations regarding anti-bribery, anti-corruption, anti-trust and fair competition compliance or any changes to such laws or regulations; ● changes in a specific country’s or region’s political or economic conditions; and ● risks resulting from changes in currency exchange rates.
Due to the international nature of our business, our success in the international markets may depend on a variety of factors, including: ● localization of our merchandise offerings, including translation into foreign languages and adaptation for local practices; ● navigating shipping and returns in a more fragmented geography; ● different customer demand dynamics, which may make our model and the merchandise we offer less successful elsewhere compared to the European Union; ● competition from local incumbents that understand the local market and may operate more effectively; ● regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto; ● laws and regulations regarding anti-bribery, anti-corruption, anti-trust and fair competition compliance or any changes to such laws or regulations; ● changes in a specific country’s or region’s political or economic conditions; and ● risks resulting from changes in currency exchange rates. 22 Table of Contents If we invest substantial time and resources to establish and expand our operations in various international markets and are unable to do so successfully and in a timely manner, our results of operations would suffer.
The failure of one or more of these entities to provide the expected services on a timely basis, or at all, or at the prices we expect, or the costs and disruption incurred in moving these outsourced functions under our management and direct control or that of another third party, may have a material adverse effect on our business, financial condition and results of operations.
The failure of one or more of these entities to provide the expected services on a timely basis, or at all, or at the prices we expect, or the costs and disruption incurred in moving these outsourced functions under our management and direct control or that of another third party, may have a material adverse effect on our business, financial condition and results of operations. 15 Table of Contents Our failure to successfully introduce new product categories could harm our business, financial condition, results of operations and prospects.
Further, any delays in launching our inaugural ESG report in late 2022 or in achieving our ESG goals may result in a loss of customers and investors who prioritize companies that publicly disclose their sustainability efforts and results.
Further, any delays in achieving our ESG goals may result in a loss of customers and investors who prioritize companies that publicly disclose their sustainability efforts and results.
While the ePrivacy Regulation is still under development, recent European court decisions and regulators’ recent guidance are driving increased attention to cookies and tracking technologies and we are beginning to see regulatory enforcement actions.
While the ePrivacy Regulation is still under development, recent European court decisions and regulators’ recent guidance are driving increased attention to cookies and tracking technologies.
In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the existing ePrivacy Directive will be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance.
In the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the existing ePrivacy Directive are expected to be supplemented or replaced by an EU regulation known as the ePrivacy Regulation which may increase fines for non-compliance, which are already now significant.
Our advertising efforts primarily comprise brand and performance-based advertising, public relations and events. In order to expand our customer base, we must appeal to and acquire customers who have historically used other means of shopping for luxury goods and may prefer alternatives to our offerings, such as traditional brick-and-mortar retailers and the websites of our competitors.
In order to expand our customer base, we must appeal to and acquire customers who have historically used other means of shopping for luxury goods and may prefer alternatives to our offerings, such as traditional brick-and-mortar retailers and the websites of our competitors.
Demand may be affected by shifts in overall sale seasons, new product launches, rapid changes in product cycles and pricing, product defects, promotions, changes in customer spending patterns, changes in customer tastes with respect to the products we offer and other factors, and our customers may not purchase products in the quantities that we expect.
Demand may be affected by shifts in overall sale seasons, new product launches, rapid changes in product cycles and pricing, product defects, excess inventory at peers and thus an unforeseen high level of promotions in the market, changes in customer spending patterns, changes in customer tastes with respect to the products we offer and other factors, and our customers may not purchase products in the quantities that we expect.
We depend on the success of our advertising efforts. If we fail to acquire new customers through our marketing effort in a cost-effective manner or at all we may not be able to increase net sales or maintain profitability. Our success depends on the success of our marketing efforts in acquiring customers in a cost-effective manner.
If we fail to acquire new customers through our marketing effort in a cost-effective manner or at all we may not be able to increase net sales or maintain profitability. Our success depends on the success of our marketing efforts in acquiring customers in a cost-effective manner. Our advertising efforts primarily comprise brand and performance-based advertising, public relations and events.
Influencers, designers and celebrities with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our customers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us.
Influencers, designers and celebrities with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our customers in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. The harm may be immediate, without affording us an opportunity for redress or correction.
From time to time, our products are damaged in transit, and any increase in the occurrence of such damages can increase return rates and harm our business. 19 Table of Contents Our ability to timely deliver merchandise to customers is currently dependent on a single distribution facility.
From time to time, our products are damaged in transit, and any increase in the occurrence of such damages can increase return rates and harm our business. Our ability to timely deliver merchandise to customers is currently primarily dependent on two distribution facilities.
If our merchandise is not delivered in a timely fashion or is damaged or lost during the delivery process, our customers could become dissatisfied and cease shopping on our sites, which would have a material adverse effect on our business, financial condition, results of operations and prospects Our business, including our costs and supply chain, is subject to risks associated with sourcing and warehousing.
If our merchandise is not delivered in a timely fashion or is damaged or lost during the delivery process, our customers could become dissatisfied and cease shopping on our sites, which would have a material adverse effect on our business, financial condition, results of operations and prospects.
By reason of MYT Netherlands’ incorporation under Dutch law, it is also deemed tax resident in the Netherlands for purposes of the Dutch Dividend Withholding Tax Act 1965 and the Dutch Corporation Tax Act 1969.
MYT Netherlands became a tax resident in Germany for German tax purposes as of September 7, 2020. By reason of MYT Netherlands’ incorporation under Dutch law, it is also deemed tax resident in the Netherlands for purposes of the Dutch Dividend Withholding Tax Act 1965 and the Dutch Corporation Tax Act 1969.
Global financial markets have experienced significant losses and volatility as a result of these conditions.
Global financial markets may experience significant losses and volatility as a result of these conditions.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

63 edited+20 added−12 removed57 unchanged
Biggest changeThe following table sets forth information with respect to our facilities as of June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease ​ Right of Location Type Square Meters Expiration Renewal Aschheim, Germany ​ Corporate Headquarters ​ 9,830 ​ Feb. 2025 ​ Yes Heimstetten, Germany Fulfillment Center 16,970 Jun. 2024 Yes Leipzig, Germany ​ Fulfillment Center ​ 54,550 ​ Apr. 2033 ​ Yes Leipzig, Germany ​ Interim Office space ​ 140 ​ - ​ Yes Munich, Germany Store 1,625 Dec. 2027 Yes Munich, Germany Store 102 Dec. 2027 Yes Milan, Italy ​ Photo Studio ​ 1,815 ​ Aug. 2025 ​ Yes Milan, Italy ​ Photo Studio ​ 80 ​ Aug. 2027 ​ Yes Shanghai, China Office space 10 Apr. 2023 Yes Shanghai, China ​ Office space ​ 39 ​ Feb. 2023 ​ Yes Berlin, Germany Office space 250 Sep. 2022 Yes Barcelona, Spain ​ Office space ​ 630 ​ Aug. 2022 ​ No Barcelona, Spain ​ Office space ​ 1,575 ​ Feb. 2028 ​ No New York, USA Office space 390 May. 2027 No London, United Kingdom Office space — Dec. 2022 Yes ​ ​ Item 4A: Unresolved staff comments None.
Biggest changeWe also rent additional office space in London, Shanghai, Berlin, Barcelona, New York and Milan, in addition to our retail stores in Munich. 56 Table of Contents The following table sets forth information with respect to our facilities as of June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease ​ Right of Location Type Square Meters Expiration Renewal Aschheim, Germany ​ Corporate Headquarters ​ 9,830 ​ Dec. 2032 ​ Yes Heimstetten, Germany Fulfillment Center 16,970 Jun. 2025 Yes Leipzig, Germany ​ Fulfillment Center ​ 54,550 ​ Apr. 2033 ​ Yes Munich, Germany Store 1,625 Dec. 2027 Yes Munich, Germany Store 102 Dec. 2027 Yes Milan, Italy ​ Photo Studio ​ 1,815 ​ Aug. 2025 ​ Yes Milan, Italy ​ Photo Studio ​ 80 ​ Aug. 2027 ​ Yes Milan, Italy ​ Office space ​ 56 ​ Dec. 2029 ​ Yes Shanghai, China ​ Office space ​ 49 ​ Feb. 2024 ​ Yes Berlin, Germany Office space 250 Sep. 2025 Yes Barcelona, Spain ​ Office space ​ 1,575 ​ Feb. 2028 ​ No New York, USA Office space 390 May. 2027 No London, United Kingdom Office space 180 Dec. 2025 Yes ​ ​ Item 4A: Unresolved staff comments None.
Our highly curated edit of luxury fashion is core to our DNA and allows us to translate fashion from the runway to the wardrobes of our customers. We encourage daily discovery through our “New Arrivals” section on our sites, as well as real-time product recommendations and inspirational content.
Our highly curated edit of luxury is core to our DNA and allows us to translate fashion from the runway to the wardrobes of our customers. We encourage daily discovery through our “New Arrivals” section on our sites, as well as real-time product recommendations and inspirational content.
Additionally, by leveraging advancements in artificial intelligence and machine learning, we will refine our merchandising and marketing capabilities to incorporate visual search capabilities and enhance our size and fit optimization. Investment in Profitable Growth Opportunities . We continually evaluate opportunities to accelerate our growth strategy. C.
Additionally, by leveraging advancements in artificial intelligence and machine learning, we will refine our merchandising and marketing capabilities to incorporate visual search capabilities and enhance our size and fit optimization. Investment in Profitable Growth Opportunities . We continually evaluate opportunities to accelerate our growth strategy.
Like we do with womenswear we have also been able to introduce exclusive kidswear items only available at Mytheresa with brands like Dolce Gabbana, Off-white & Palm Angels and Victorie Beckham Our unique focus on luxury and our famous curation unlocks incremental wallet share from our customers who already know and trust our curated offering and wish to also purchase luxury products for the children in their lives.
Like we do with womenswear we have also been able to introduce exclusive kidswear items only available at Mytheresa with brands like Dolce Gabbana, Off-white & Palm Angels and Victoria Beckham Our unique focus on luxury and our famous curation unlocks incremental wallet share from our customers who already know and trust our curated offering and wish to also purchase luxury products for the children in their lives.
Growth Strategies We plan to drive our market leadership, growth and profitability through the following strategies: Profitably Acquire New Customers. We will focus our efforts on reaching the world’s most affluent luxury consumers. We believe our market share is less than 2% in the online personal luxury goods category.
Growth Strategies We plan to drive our market leadership, growth and profitability through the following strategies: Profitably Acquire New Customers. We will focus our efforts on reaching the world’s most affluent luxury consumers. We believe our market share is less than 1% in the online personal luxury goods category.
For members of our Top Customer program we take our curation to a deeper level with personal shoppers, who know each customer’s specific fashion aesthetic and will recommend pieces via the preferred communication channel of the customer (phone, email, text message or other messaging platforms), or in some cases, hosting personal styling appointments. Exclusive access to capsule collections.
For members of our Top Customer program we take our curation to a deeper level with personal shoppers, who know each customer’s specific fashion aesthetic and will recommend pieces via the preferred communication channel of the customer (phone, email, text message or other messaging platforms), or in some cases, hosting personal styling appointments. 51 Table of Contents Exclusive access to capsule collections.
We intend to augment our core performance marketing strategy by pursuing App download advertising, further optimizing bidding rules for paid search engines, scaling organic search content in several additional languages, introducing a new customer acquisition model, and accelerating social media channel growth. Continue to Expand Share of Wallet and Retention for Existing Customer Base.
We intend to augment our core performance marketing strategy by pursuing App download advertising, further optimizing bidding rules for paid search engines, scaling organic search content in several additional languages, introducing a new customer acquisition model, and accelerating social media channel growth. 54 Table of Contents Continue to Expand Share of Wallet and Retention for Existing Customer Base.
For example, of the over 7,000 stock-keeping units (“SKUs”) we curate from our top 30 selling luxury designer brands, less than around 21% of those items overlapped with our multi-brand competitors according to an ongoing internal pricing analysis comparison Our content and brand stories, which are produced 100% in-house, inspire our customer and are integral to Mytheresa’s reputation as a trusted fashion authority for discovery.
For example, of the over 14,000 stock-keeping units (“SKUs”) we curate from our top 30 selling luxury designer brands, less than around 24% of those items overlapped with our multi-brand competitors according to an ongoing internal pricing analysis comparison Our content and brand stories, which are produced 100% in-house, inspire our customer and are integral to Mytheresa’s reputation as a trusted fashion authority for discovery.
Innovative and Engaging Content Across Media Formats. We produce 100% proprietary content in-house across different media formats including films, music videos, games, magazines and photography shoots on behalf of, and in partnership with, our brand partners.
We produce 100% proprietary content in-house across different media formats including films, music videos, games, magazines and photography shoots on behalf of, and in partnership with, our brand partners.
Through our deep understanding of our customers’ needs, we are able to buy an optimal selection of curated inventory to consistently turn inventory with a high full price sell-through. Highly Loyal and Engaged Global Luxury Customer Base. We have deep relationships with a growing number of dedicated luxury and highly coveted, high net worth customers.
Through our deep understanding of our customers’ needs, we are able to buy an optimal selection of curated inventory to consistently turn inventory with a high full price sell-through. 53 Table of Contents Highly Loyal and Engaged Global Luxury Customer Base. We have deep relationships with a growing number of dedicated luxury and highly coveted, high net worth customers.
This consumer regularly invests in statement pieces and fashion items for special occasions. ● The top luxury consumer leads a “jet-set” global lifestyle, has significant wealth, and is willing to spend a significant amount on luxury goods to stay ahead of the latest fashion trends.
This consumer regularly invests in statement pieces and fashion items for special occasions. 50 Table of Contents ● The top luxury consumer leads a “jet-set” global lifestyle, has significant wealth, and is willing to spend a significant amount on luxury goods to stay ahead of the latest fashion trends.
This consumer is a high-frequency shopper, making purchases several times a week or even daily on personal and experiential luxury, according to third party research. 51 Table of Contents We target everyday luxury fashion enthusiasts and top luxury consumers as we believe these customers are the most loyal, value our differentiated service and represent the largest wallet share potential.
This consumer is a high-frequency shopper, making purchases several times a week or even daily on personal and experiential luxury, according to third party research. ​ We target everyday luxury fashion enthusiasts and top luxury consumers as we believe these customers are the most loyal, value our differentiated service and represent the largest wallet share potential.
We regularly provide our brand partners with detailed aggregated data, analysis, and customer insights on metrics such as product performance, spending and trend patterns, brand affinity, product adjacencies, subcategory penetrations and geographic reach. 53 Table of Contents Our Competitive Strengths We attribute our market success, rapid growth and strong profitability to the following competitive strengths: Customer-First Approach with Deep Understanding and Analytical Insight.
We regularly provide our brand partners with detailed aggregated data, analysis, and customer insights on metrics such as product performance, spending and trend patterns, brand affinity, product adjacencies, subcategory penetrations and geographic reach. Our Competitive Strengths We attribute our market success, rapid growth and strong profitability to the following competitive strengths: Customer-First Approach with Deep Understanding and Analytical Insight.
We also regularly achieve extensive global publicity for our brand partners and ourselves through features and exclusive stories, as well as through our more than 3.1 million followers, as of June 30, 2022, across social media platforms. Established Reputation for Being Trusted Brand Stewards and Maintaining Brand Integrity.
We also regularly achieve extensive global publicity for our brand partners and ourselves through features and exclusive stories, as well as through our more than 3.41 million followers, as of June 30, 2023, across social media platforms. Established Reputation for Being Trusted Brand Stewards and Maintaining Brand Integrity.
While 77% of kidswear items have been bought by existing customers, 23% of purchases have been by customers that have discovered Mytheresa through our luxury kidswear offering which presents an opportunity for additional growth. In a short time we have managed to become a significant player in the global luxury kidswear market.
While 75% of kidswear items have been bought by existing customers, 25% of purchases have been by customers that have discovered Mytheresa through our luxury kidswear offering which presents an opportunity for additional growth. In a short time, we have managed to become a significant player in the global luxury kidswear market.
Given our value proposition, high average order value, and strong customer loyalty, we achieved a 3.2x 6-year LTV to CAC ratio for the 2016 cohort, which demonstrates the effectiveness of our marketing spend and long-term profitability of our business model.
Given our value proposition, high average order value, and strong customer loyalty, we achieved a 3.6x 7-year LTV to CAC ratio for the 2016 cohort, which demonstrates the effectiveness of our marketing spend and long-term profitability of our business model.
Through our more than 3.0 million followers as of June 30, 2022, across social media platforms and our luxury influencer relationships, we believe we will continue to reach new customers and raise brand awareness globally through this low cost medium.
Through our more than 3.4 million followers as of June 30, 2023, across social media platforms and our luxury influencer relationships, we believe we will continue to reach new customers and raise brand awareness globally through this low-cost medium.
While we initially leveraged our existing site traffic and reputation as a luxury authority to grow our menswear business, we have already seen tremendous success through Mytheresa Men, with 18% of all Mytheresa customers in fiscal 2022 consisting of menswear customers.
While we initially leveraged our existing site traffic and reputation as a luxury authority to grow our menswear business, we have already seen tremendous success through Mytheresa Men, with 19% of all Mytheresa customers in fiscal 2023 consisting of menswear customers.
Further, once a customer commits to our platform, they spend more over time, as evidenced by our 83% net sales retention from prior year cohorts and our approximately 106% net sales retention for cohorts who have been with us for more than two fiscal years, representing our ability to retain customers and to increase active customers’ spend and frequency, in fiscal 2022.
Further, once a customer commits to our platform, they spend more over time, as evidenced by our 82% net sales retention from prior year cohorts and our approximately 100% net sales retention for cohorts who have been with us for more than two fiscal years, representing our ability to retain customers and to increase active customers’ spend and frequency, in fiscal 2023.
The synergies with our existing business are reflected with 77% of our customers who bought kidswear items already bought other items, mostly womenswear items. This strengthens, of course, the unit economics of our kidswear offering. 55 Table of Contents Further build a reputation as one of the leading player for Menswear.
The synergies with our existing business are reflected with 75% of our customers who bought kidswear items already bought other items, mostly womenswear items. This strengthens, of course, the unit economics of our kidswear offering. Further build a reputation as one of the leading player for Menswear.
These brands only partner with online retailers who have full control over all aspects of the shopping experience and deliver exceptional service to protect and enhance their brand integrity.
These brands prefer partnering with online retailers who have full control over all aspects of the shopping experience and deliver exceptional service to protect and enhance their brand integrity.
In fiscal 2022, mobile orders accounted for 50% of our net sales, of which 38% were app orders, and approximately 79% of page views were generated via mobile app, tablet, and mobile phone. We combine data-driven customer insights, decades of thought-leadership in fashion, and exceptional customer service to deliver an unparalleled customer experience.
In fiscal 2023, mobile orders accounted for 53% of our net sales, of which 37% were app orders, and approximately 79% of page views were generated via mobile app, tablet, and mobile phone. We combine data-driven customer insights, decades of thought-leadership in fashion, and exceptional customer service to deliver an unparalleled customer experience.
We have grown our active customer base at a 27.8% CAGR since fiscal 2017, with 68.3% of net sales in fiscal 2022 coming from existing customers. To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row.
We have grown our active customer base at a 25.8% CAGR since fiscal 2016, with 68.3% of net sales in fiscal 2023 coming from existing customers. To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row.
To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row. In fiscal 2022, we generated approximately 35% of our GMV from approximately 3% of our customers who were part of the Top Customer program.
To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row. In fiscal 2023, we generated approximately 37.5% of our GMV from approximately 3.5% of our customers who were part of the Top Customer program.
Our team is led by our Chief Executive Officer, Michael Kliger, who joined Mytheresa in 2015 from eBay Enterprise where he was a Vice President for all of Europe and Asia Pacific. His deep customer knowledge across geographies has helped accelerate growth and enhance profitability.
Experienced and Proven Management Team Combining Expertise From Luxury and Digital Worlds. Our team is led by our Chief Executive Officer, Michael Kliger, who joined Mytheresa in 2015 from eBay Enterprise where he was a Vice President for all of Europe and Asia Pacific. His deep customer knowledge across geographies has helped accelerate growth and enhance profitability.
Like our customers, we are diverse, with employees representing more than 86 nationalities and 63.6% of whom were women as of June 30, 2022. Our culture is collaborative, confident, creative, accountable, performance driven and dedicated to delivering to our customers the finest edit and service in luxury.
Like our customers, we are diverse, with employees representing more than 93 nationalities and 62% of whom were women as of June 30, 2023. Our culture is collaborative, confident, creative, accountable, performance driven and dedicated to delivering to our customers the finest edit and service in luxury.
Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are measures that are not defined in IFRS. For further information about how we calculate Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “
For further information about how we calculate Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “
Our customer satisfaction with our service and experience is evidenced by our best-in-class net promoter score (“NPS”) of 80.9% , which is an annualized average of weekly measurements conducted by us in fiscal 2022.
Our customer satisfaction with our service and experience is evidenced by our best-in-class net promoter score (“NPS”) of 76.4%, which is an annualized average of weekly measurements conducted by us in fiscal 2023.
MYT Netherlands Parent B.V. is a private company with limited liability, incorporated 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 at Einsteinring 9, 85609 Aschheim, Germany.
MYT Netherlands Parent B.V. is a private company with limited liability, incorporated 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 at Einsteinring 9, 85609 Aschheim, Germany. Our telephone number at this address is +49 89 127695 614.
Operating Results ”. Our Industry We operate at the intersection of luxury goods, technology and service. Online personal luxury goods is a large and rapidly growing market, and we believe we are uniquely positioned to capture market share as a result of our exclusive, highly curated product assortment, leading service offering and advanced technology.
Online personal luxury goods is a large and rapidly growing market, and we believe we are uniquely positioned to capture market share as a result of our exclusive, highly curated product assortment, leading service offering and advanced technology.
Our emphasis on targeting and serving these top customers resulted in the generation of approximately 35% of our GMV from approximately 3% of our top customers in fiscal 2022.
Our emphasis on targeting and serving these top customers resulted in the generation of approximately 37.5% of our GMV from approximately 3.5% of our top customers in fiscal 2023.
Our business model combines technology, luxury fashion and differentiated customer service on a global scale. The simplicity of our mobile-first website and app (“sites”) creates an efficient and user-friendly shopping experience for our time-constrained, global customers. Our sites offer advanced features, including the ability to personalize the customer experience, express checkout processes, and real-time push notification order tracking.
The simplicity of our mobile-first website and app (“sites”) creates an efficient and user-friendly shopping experience for our time-constrained, global customers. Our sites offer advanced features, including the ability to personalize the customer experience, express checkout processes, and real-time push notification order tracking.
We have an efficient, repeatable playbook for localizing the customer experience through local language, currencies, payment methods, shipping services and marketing. In fiscal 2022, we generated approximately net sales of 18.6% from Germany, 40.0% from Europe (excluding Germany), 15.8% from United States and 25.6% from the rest of world.
We have an efficient, repeatable playbook for localizing the customer experience through local language, currencies, payment methods, shipping services and marketing. In fiscal 2023, we generated approximately net sales of 16.7% from Germany, 39.0% from Europe (excluding Germany), 18.0% from United States and 26.3% from the rest of world.
In fiscal 2022, we launched 76 exclusive capsule collections and campaigns with in-house produced exclusive content from brands including Moncler, Valentino, Loro Piana, Dolce Gabbana, Bottega Veneta, Gucci, Pucci, Tom Ford and many more. 52 Table of Contents Superior service drives differentiated shopping experience.
In fiscal 2023, we launched 95 exclusive capsule collections and campaigns with in-house produced exclusive content from brands including Moncler, Valentino, Loro Piana, Dolce&Gabbana, Bottega Veneta, Gucci, Pucci, Loewe, Givenchy and many more. Superior service drives differentiated shopping experience.
In fiscal 2022, we featured 76 exclusive capsule collections and campaigns from preeminent designers including Moncler, Valentino, Gucci, Tom Ford, Dolce Gabbana, Loewe, Rimowa and many more. This represents a significant increase of 58% from the 48 campaigns we offered in fiscal 2021.
In fiscal 2023, we featured 95 exclusive capsule collections and campaigns from preeminent designers including Moncler, Valentino, Gucci, Loro Piana, Dolce&Gabbana, Loewe, Givenchy and many more. This represents a significant increase of 25% from the 76 campaigns we offered in fiscal 2022.
As we have scaled our customers and net sales, we have improved profitability through our commitment to price integrity, yielding a stable gross margin, as well as efficient marketing and leveraging of our fixed cost base.
As we have scaled our customers and net sales over the years, we have improved profitability through our commitment to price integrity, yielding a high gross margin, as well as efficient marketing and leveraging of our fixed cost base. In fiscal 2023, we grew our active customers by 9.6%.
Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are measures that are not defined in IFRS. For further information about how we calculate Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “ Item 5: Operating and financial review and prospects - A.
For further information about how we calculate Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “ Item 5: Operating and financial review and prospects – A. Operating Results ” Our Industry We operate at the intersection of luxury goods, technology and service.
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. Enhance Our Trusted Relationships with the World’s Most Coveted Brands.
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. Access New Complementary Customer Categories.
We received approximately 7,275 calls per week, on average, during fiscal 2022, with approximately 87.6% of 379 thousand calls answered within 20 seconds. Special brand experiences for our top customers. In fiscal 2022, we invited our top customers around the world to more than 40 “money-can’t-buy” experiences.
We received approximately 7,378 calls per week, on average, during fiscal 2023, with approximately 85.2% of 391 thousand calls answered within 20 seconds. Special brand experiences for our top customers. In fiscal 2023, we invited our top customers around the world to 38 "money-can’t-buy" experiences.
In fiscal 2022, we reported €689.8 million in net sales, representing growth of 12.6% from fiscal 2021. For the fiscal year ended June 30, 2022 gross profit was at €355.0 million, an increase of €67.9 million or 23.7% year-over-year. Net loss decreased from €32.6 million in fiscal 2021 to €7.9 million in fiscal 2022.
In fiscal 2023, we reported €768.6 million in net sales, representing growth of 11.4% from fiscal 2022. For the fiscal year ended June 30, 2023, gross profit was at €382.6 million, an increase of €27.6 million or 7.8% year-over-year. Net loss increased to €15.1 million in fiscal 2023 from €7.9 million in fiscal 2022.
Mobile devices represented 50% of gross merchandise sales and 79% of page views for fiscal 2022, underscoring the importance of our mobile-first approach. 48 Table of Contents We have rapidly scaled our global customer base and net sales over the past four years, while maintaining our high average order values. ​ From fiscal 2021 to fiscal 2022, we grew our active customers by 16.4% to 781,000 customers.
We have rapidly scaled our global customer base and net sales over the past four years, while maintaining our high average order values. ​ 48 Table of Contents From fiscal 2022 to fiscal 2023, we grew our active customers by 9.6% to 856,000 customers.
We rent our central warehouse facility in Heimstetten, Germany, which has approximately 16,970m2 of floor space for storage, merchandising operations and fulfillment and are in the process of setting up a second fulfillment center in Leipzig, Germany with approximately 54,550m2 of floor space.
D. Property, Plant and Equipment Facilities Our corporate headquarters are located in Aschheim (Munich), Germany. We rent our central warehouse facility in Heimstetten, Germany, which has approximately 16,970m 2 of floor space for storage, merchandising operations and fulfillment and a second fulfillment center in Leipzig, Germany with approximately 54,550m 2 of floor space.
Differentiated Value Proposition of Mytheresa for Customers and Brand Partners Mytheresa provides a vibrant shopping experience that brings together hundreds of thousands of luxury consumers with the world’s most exclusive brands. This creates a flywheel effect, attracting new customers and enhancing brand relationships, as illustrated below.
Differentiated Value Proposition of Mytheresa for Customers and Brand Partners Mytheresa provides a vibrant shopping experience that brings together hundreds of thousands of luxury consumers with the world’s most exclusive brands. Our Value Proposition to Customers Trusted discovery platform and curated assortment of the most coveted luxury brands.
Risk factors” and “Special note regarding forward-looking statements” sections and elsewhere in this annual report. Business Overview Mytheresa is one of the leading global luxury fashion 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.
Risk factors” and “Special note regarding forward-looking statements” sections and elsewhere in this annual report. Business Overview Mytheresa is a leading luxury e-commerce platform for the global luxury consumer shipping to over 130 countries.
Expand wallet share with the recent launch of Mytheresa Kids. In January 2019, we officially launched our kidswear offering with 35 brands which we have now grown to an offering of 50 brands.
Furthermore, we expanded our successful exclusive re-sale service dedicated to our high-end luxury customers in partnership with Vestiaire Collective to more categories, brands and markets. Expand wallet share with the launch of Mytheresa Kids. In January 2019, we officially launched our kidswear offering with 35 brands which we have now grown to an offering of 50 brands.
Our Value Proposition to Customers Trusted discovery platform and curated assortment of the most coveted luxury brands. We provide customers with one of the finest edits of the most coveted luxury brands.
We provide customers with one of the finest edits of the most coveted luxury brands.
Additionally, online multi-brand retailers complement the brands’ own direct-to-consumer efforts with cross-category and cross-brand customer insights as well as the ability to ensure brands are presented consistently with the brand’s desired positioning. The latest McKinsey & Company Outlook from 2022, shows a continuation of growth beyond 2020 fueled by retailers’ new investments in the digital channel and prolonged lockdowns.
Additionally, online multi-brand retailers complement the brands’ own direct-to-consumer efforts with cross-category and cross-brand customer insights as well as the ability to ensure brands are presented consistently with the brand’s desired positioning. The latest McKinsey & Company Outlook from 2023, shows that the luxury segment should show more resilience in the months ahead than other categories.
Furthermore, we expanded our successful exclusive re-sale service dedicated to our high-end luxury customers in partnership with Vestiaire Collective to more categories, brands and markets. Access New Complementary Customer Categories. We plan to increase our share of customer and household wallet share as well as attract new customers globally by investing in new categories to complement our strong existing business.
We plan to increase our share of customer and household wallet share as well as attract new customers globally by investing in new categories to complement our strong existing business.
The exclusive events, collections and campaigns that we create with our luxury brand partners highlight the innovation and creativity we bring to the luxury fashion world, underpin the strong relationships we have with these brands, and enable us to deepen connections with our most valued customers.
The exclusive events, collections and campaigns that we create with our luxury brand partners highlight the innovation and creativity we bring to the luxury fashion world, underpin the strong relationships we have with these brands, and enable us to deepen connections with our most valued customers. 47 Table of Contents We have longstanding relationships with the world’s most iconic luxury brands, including Alexander McQueen, Balenciaga, Balmain, Bottega Veneta, Burberry, Dolce & Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Stella McCartney and Valentino.
Organizational structure Please refer to Note 5.1 to our audited consolidated financial statements (“Scope of Consolidation”) included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest. 56 Table of Contents D. Property, Plant and Equipment Facilities Our corporate headquarters are located in Aschheim (Munich), Germany.
These will benefit from leveraging our existing customer base and will benefit from the Mytheresa brand perception in the market. C. Organizational structure Please refer to Note 5.1 to our audited consolidated financial statements (“Scope of Consolidation”) included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest.
These events and brand experiences provide our top customers, press, influencers and friends of the house with “money-can’t-buy” experiences, while also giving us the opportunity to amplify the content created across social media. Our Value Proposition to Brand Partners Online Visibility to Highly Coveted Global Luxury Customers.
In addition, multiple non-public top customer experiences have been hosted for example at the headquarters of Tod’s in Sant’Elpidio a Mare and Brunello Cuccinelli in Solomeo. These events and brand experiences provide our top customers, press, influencers and friends of the house with “money-can’t-buy” experiences, while also giving us the opportunity to amplify the content created across social media.
In addition to brands appearing on our sites, we create exclusive experiences and collections that provide additional opportunities to engage with our customers and social media followers. In addition to our 41 events, we launched 76 campaigns in collaboration with our brand partners to launch exclusive products only available on Mytheresa or first available on Mytheresa.
In addition to our 38 events, we launched 95 campaigns in collaboration with our brand partners to launch exclusive products only available on Mytheresa or first available on Mytheresa.
Online Luxury Market The global online luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further from approximately €60 billion in 2021 to €105 - €115 billion in 2025, according to Bain & Company’s Luxury Goods Worldwide Market Monitor (November 2021) (the “2021 Bain Study”).
Luxury Market The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €530-570 billion by 2030, more than double its size in 2020, according to Bain & Company’s Luxury Goods Worldwide Market Monitor (Spring 2023) (the “2023 Bain Study”).
Online Multi-Brand Retail Taking Market Share Global online luxury multi-brand retailers and online marketplaces are gaining market share over incumbent players, including department stores and luxury retailer’s websites, according to Bain & Company’s 2021 Worldwide Luxury Market Monitor (November 2021) (the “2021 Bain Study”).
Consumers generally approach the market in a borderless manner, often purchasing luxury goods across multiple continents, seeking an elevated shopping experience and anytime access wherever their travels take them. 49 Table of Contents Online Multi-Brand Retail Taking Market Share Global online luxury multi-brand retailers and online marketplaces are gaining market share over incumbent players, including department stores and luxury retailer's websites, according to Bain & Company's 2021 Worldwide Luxury Market Monitor (November 2021) (the "2021 Bain Study").
We curate the most coveted luxury brands, and within those brands, the most on-trend and luxurious pieces. We use a combination of luxury fashion expertise and data insights to optimize our product assortment architecture. Since our inception, we have retained 100% of our brand partners we wanted to keep, which is a testament to our strong, trusted brand relationships.
In fiscal 2023, our average order value was €654 (fiscal 2022: €626), one of the highest in the industry, reflecting our commitment to true luxury. We curate the most coveted luxury brands, and within those brands, the most on-trend and luxurious pieces. We use a combination of luxury fashion expertise and data insights to optimize our product assortment architecture.
Expand wallet share with the launch of Mytheresa Life: We launched the new category Life in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle.
The floor space has now expanded from 100 to approximately 300 square-meters, offering a highly curated selection of men’s ready-to-wear, leather goods, accessories, and footwear collections from the world’s leading luxury brands and designers. 55 Table of Contents Expand wallet share with the launch of Mytheresa Life: We launched the new category Life in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle.
According to the same studies, the global HNWIs population has more than doubled since 2008, reaching approximately 22.5 million individuals globally as of 2021. 50 Table of Contents Luxury Brands Demand First-Class Service and Brand Protection Luxury brands value brand image, pricing integrity and the perception of scarcity across their product portfolios.
The wealth of HNWIs has increased at a CAGR of 5.1% from 2015 to 2022, reaching $83.0 trillion as of 2022, according to the World Wealth Report 2023 from Capgemini (the “Capgemini Reports”). Luxury Brands Demand First-Class Service and Brand Protection Luxury brands value brand image, pricing integrity and the perception of scarcity across their product portfolios.
Based on the 2021 Bain Study, the personal luxury goods market is expected to reach €360 to €380 billion by 2025, with online penetration expected to grow from 22% to 30% from 2021 to 2025. We believe luxury is one of the last attractive categories to expand online and is relatively underpenetrated compared to traditional apparel and footwear.
We believe luxury is one of the last attractive categories to expand online and is relatively underpenetrated compared to traditional apparel and footwear. The personal luxury goods market posted a record year in 2022, reaching a market value of €345 billion, despite geopolitical tensions and macroeconomic uncertainty.
In 2022, Mytheresa expanded its luxury offering to home décor and lifestyle products with the launch of the new 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.
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.
Our GMV increased in fiscal 2022 by 21.3% from fiscal 2021 to a total of € 747.3 million. 49 Table of Contents In fiscal 2022, we reported a net loss of €7.9 million compared to a net loss of €32.6 million during fiscal 2021.
Operating Loss is at €6.1 million in fiscal 2023 compared to an Operating Income of €4.8 million in fiscal 2022. Net loss increased to €15.1 million in fiscal 2023 from €7.9 million in fiscal 2022. In fiscal 2023, we reported Adjusted Net Income of €20.3 million compared to €46.9 million in fiscal 2022.
The Company is registered at the trade register of the German Chamber of Commerce under number 261084. 47 Table of Contents B. Business Overview Mytheresa is a leading luxury e-commerce platform for the global luxury consumer shipping to over 130 countries.
Business 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.
In fiscal 2022, we reported Adjusted Net Income of €44.5 million, representing an improvement from €32.1 million in fiscal 2021. Additionally, in fiscal 2022, we generated €57.3 million of Adjusted Operating Income and €66.4 million of Adjusted EBITDA, representing year over year growth of €10.6 million and €11.4 million, respectively.
Additionally, in fiscal 2023, we generated €29.4 million compared to €59.6 million, in prior year period of Adjusted Operating Income and €41.1 million of Adjusted EBITDA compared to €68.7 million in fiscal 2022. 57 Table of Contents Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are measures that are not defined in IFRS.
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. 57 Table of Contents Business Highlights From fiscal 2021 to fiscal 2022, we grew our active customers by 16.4% to 781,000 customers.
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.
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We have longstanding relationships with the world’s most iconic luxury brands, including Alexander McQueen, Balenciaga, Balmain, Bottega Veneta, Burberry, Dolce & Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Stella McCartney and Valentino. In fiscal 2022, our average order value was €626 (fiscal 2021: €595), one of the highest in the industry, reflecting our commitment to true luxury.
Added
The Company is registered at the trade register of the German Chamber of Commerce under number 261084. For a discussion of our principal capital expenditures, refer to Item 5. “Operating and Financial Review and Prospects — B. Liquidity and Capital Resources,” and our Consolidated financial statements included elsewhere in this Annual Report.
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As of June 30, 2022, our mobile app installs reached approximately 5.3 million.
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The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC at www.sec.gov. Our website address is www. investors.mytheresa.com. We use this investors section of our website as a means of disclosing material, non-public information.
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In fiscal 2022, we reported €689.8 million in net sales, representing growth of 12.7% from fiscal 2021.
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Accordingly, investors should monitor this section of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. We have included our website address in this Annual Report solely for informational purposes, and the information contained on our website is not incorporated by reference in this Annual Report. B.
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Consumers generally approach the market in a borderless manner, often purchasing luxury goods across multiple continents, seeking an elevated shopping experience and anytime access wherever their travels take them.
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Since our inception, we have retained 100% of our brand partners we wanted to keep, which is a testament to our strong, trusted brand relationships. Our business model combines technology, luxury fashion and differentiated customer service on a global scale.
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The online acceleration is likely to have lasting impact on shopping behaviors - after stabilization of physical and retail eCom share.
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Mobile devices represented 53% of gross merchandise sales and 79% of page views for fiscal 2023, underscoring the importance of our mobile-first approach.
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The wealth of HNWIs has increased at a CAGR of 6.0% from 2014 to 2020, reaching $86.0 trillion as of 2021, and is expected to exceed $100 trillion by 2025, according to the World Wealth Report 2020 from Capgemini (the “Capgemini Reports”).
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Operating loss is at €6.1 million in fiscal 2023 compared to an Operating Income of €4.8 million in fiscal 2022. In fiscal 2023, we reported Adjusted Net Income of €20.3 million compared to €46.9 million in fiscal 2022.
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Highlights include the launch of the exclusive Dolce&Gabbana lemon collection during a cocktail reception in Miami attended by Domenico Dolce, the Pucci re-launch at a weekend experience in Capri to introduce the new Parisian artistic director Camille Miceli, the celebration of the Dries Van Noten exclusive collection in Antwerp attended by Dries Van Noten, a visit to the made-to-measure Berluti workshop for men’s shoes, a Loro Piana experience in Los Angeles, an intimate dinner with Givenchy attended by Matthew Williams as well as VIC experiences in China in Chengdu and Hangzhou, and events in the Middle East.
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Additionally, in fiscal 2023, we generated €29.4 million compared to €59.6 million, in prior year period of Adjusted Operating Income and €41.1 million of Adjusted EBITDA compared to €68.7 million in fiscal 2022. Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are measures that are not defined in IFRS.
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In collaboration with Moncler, we launched a 360° degree virtual pop up featuring exclusive styles in the Austrian Mountains, which received high awareness across the world.
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This momentum persisted into the first quarter of 2023, achieving 9-11% growth over 2022 (based on the Bain & Company’s Luxury Goods Worldwide Market Study - Spring 2023).
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Other highly visible campaigns include the launch of the Dolce Gabbana exclusive lemon capsule collection, the Valentino Escape Collection exclusively available on Mytheresa and Valentino, the launch of the highly anticipated Loewe x Spirited away collection, the Gucci Pets collection including a stand-out video campaign, the exclusive Rimowa Pop-Up including the launch of a new colorway “Quartz” for the first time since year and many more.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

78 edited+33 added−30 removed41 unchanged
Biggest changeSelling, general and administrative expenses Selling, general and administrative expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, (in € thousands) 2020 2021 2022 ​ ​ ​ ​ ​ ​ ​ Personnel-related expenses (50,910) (133,710) (122,695) Thereof contributions to defined contribution plans ​ — ​ — ​ (34) Rental and other facility-related expenses ​ (932) ​ (2,197) ​ (2,252) IT expenses ​ (4,567) ​ (6,636) ​ (7,647) Insurances, contributions and fees ​ (294) ​ (2,833) ​ (4,145) Travel costs ​ (1,089) ​ (143) ​ (1,390) IPO preparation and transaction costs (1) ​ (5,206) ​ (6,984) ​ — Other transaction-related, certain legal and other expenses (2) ​ — ​ — ​ (2,493) Consulting and other services (1,625) (2,140) (4,342) Other (1,804) (2,508) (3,207) Total Selling, general and administrative expenses (66,427) (157,151) (148,172) (1) Represents non-recurring professional fees, including consulting, legal and accounting fees, related to our planned initial public offering (“IPO”), which are classified within selling, general and administrative expenses. 65 Table of Contents (2) Other transaction-related, certain legal and other expenses represents (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended ​ ​ ​ ​ ​ ​ ​ ​ FY22 vs FY21 ​ ​ June 30, ​ June 30, ​ June 30, ​ Change (in € thousands) 2020 2021 2022 in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Selling, general and administrative expenses 66,427 157,151 148,172 (5.7%) IPO related share-based compensation (1) 65 71,889 49,919 (30.6%) IPO preparation and transaction costs (2) 5,206 6,984 — N/A Other transaction-related, certain legal and other expenses (3) ​ — ​ — ​ 2,493 ​ N/A Adjusted Selling, general and administrative expenses 61,155 78,278 95,760 22.3% in % of net sales 13.6% ​ 12.8% ​ 13.9% ​ 110 BPs (1) In fiscal 2021, with the effective IPO, certain key management personnel received a one-time granted share-based compensation, for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods, including €49.9 million for fiscal year ended June 30, 2022.
Biggest changeThe Mytheresa Group recognized Share-based compensation expenses for the fiscal year ended June 30, 2023 of €30.0 million and €52.3 million for the prior period. 66 Table of Contents The SG&A cost ratio in relation to net sales decreased by 230 BPs and 250 BPs in relation to GMV compared to the previous period. ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2022 June 30, 2023 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Personnel expenses (122,695) (119,450) 3,245 (2.6%) thereof fulfilment personnel expense 17,522 22,905 5,383 30.7% Percentage of Net sales (17.8%) (15.5%) — 230 BPs Percentage of GMV (16.4%) (14.0%) — 240 BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative expenses (25,477) (28,241) (2,764) 10.8% Percentage of Net sales (3.7%) (3.7%) — 0 BPs Percentage of GMV (3.4%) (3.3%) — 10 BPs Selling, general and administrative expenses (148,172) (147,691) 481 (0.3%) ​ Selling, general and administrative expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change (in € thousands) June 30, 2022 June 30, 2023 Absolute ​ in % ​ ​ ​ ​ ​ ​ ​ ​ ​ Personnel-related expenses (122,695) (119,450) 3,245 ​ (2.6%) Thereof contributions to defined contribution plans ​ (34) ​ (259) ​ (225) ​ 661.8% Rental and other facility-related expenses ​ (2,252) ​ (2,668) ​ (416) ​ 18.5% IT expenses ​ (7,647) ​ (8,911) ​ (1,264) ​ 16.5% Insurances, contributions and fees ​ (4,145) ​ (3,082) ​ 1,063 ​ (25.7%) Travel Costs ​ (1,390) ​ (2,896) ​ (1,506) ​ 108.4% Other transaction-related, certain legal and other expenses (1) ​ (2,493) ​ (5,446) ​ (2,953) ​ 118.4% Consulting and other services (4,342) (920) 3,423 ​ (78.8%) Other (3,208) (4,319) (1,111) ​ 34.6% Total Selling, general and administrative expenses (148,172) (147,691) 481 ​ (0.3%) (1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ June 30, ​ June 30, ​ Change ​ Change ​ 2022 2023 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses (148,172) (147,691) 481 (0.3%) Share-based compensation (1) 52,303 30,021 (22,282) (42.6%) Other transaction-related, certain legal and other expenses (2) ​ 2,493 ​ 5,446 ​ 2,953 ​ 118.4% Adjusted SG&A (93,376) (112,225) (18,849) 20.2% Percentage of Net sales ​ (13.5%) ​ (14.6%) ​ — ​ (110 BPs) Percentage of GMV (12.5%) ​ (13.1%) ​ — ​ (60 BPs) ​ 67 Table of Contents (1) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods.
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.
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 core operations and performance. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income have limitations, because they exclude certain types of expenses.
Trend information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2022 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since June 30, 2023 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
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 as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
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 supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
Growth in 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 dearth of curated online multi-brand offerings in both categories which we can capture through our differentiated value proposition.
Growth in 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.
(6) Our Adjusted Net Income excludes finance expenses associated with our Shareholder Loans, which we do not consider to be indicative of our core performance. We did not receive any cash proceeds under the Shareholder Loans, which originated as part of the Neiman Marcus acquisition in 2014.
(5) Our Adjusted Net Income excludes finance expenses associated with our Shareholder Loans, which we do not consider to be indicative of our core performance. We did not receive any cash proceeds under the Shareholder Loans, which originated as part of the Neiman Marcus acquisition in 2014.
We expect marketing expenses to increase over time, but to stay stable as a percentage of GMV in the medium term. 62 Table of Contents Selling, general and administrative expenses include personnel costs and other types of general and administrative expenses.
We expect marketing expenses to increase over time as a percentage of net sales, but to stay stable as a percentage of GMV in the medium term. 62 Table of Contents Selling, general and administrative expenses include personnel costs and other types of general and administrative expenses.
(7) Reflects adjustments to historical income tax expense to reflect changes in taxable income for each of the periods presented due to changes in finance expenses related to the Shareholder Loans, assuming a statutory tax rate of 27.8%.
(6) Reflects adjustments to historical income tax expense to reflect changes in taxable income for each of the periods presented due to changes in finance expenses related to the Shareholder Loans, assuming a statutory tax rate of 27.8%.
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. 61 Table of Contents Inventory Management We utilize our customer data and collaborate with brand partners to assort a highly relevant assortment of products for our customers.
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. Inventory Management We utilize our customer data and collaborate with brand partners to assort a highly relevant assortment of products for our customers.
Operating Results For a discussion of (i) our results of operations, including selected segment information, for the year ended June 30, 2021, including a year-over-year comparison between fiscal 2021 and fiscal 2020, and (ii) our liquidity and capital resources for the years ended June 30, 2021 and June 30, 2020, please refer to the section contained in our Annual Report on Form 20-F for the fiscal year ended June 30, 2021, “Item 5: Operating and financial review and prospects.” Operating Results and Operating Metrics of the Group The following table sets forth our results of operations for the periods presented.
Operating Results For a discussion of (i) our results of operations, including selected segment information, for the year ended June 30, 2022, including a year-over-year comparison between fiscal 2022 and fiscal 2021, and (ii) our liquidity and capital resources for the years ended June 30, 2022 and June 30, 2021, please refer to the section contained in our Annual Report on Form 20-F for the fiscal year ended June 30, 2022, “Item 5: Operating and financial review and prospects.” 63 Table of Contents Operating Results and Operating Metrics of the Group The following table sets forth our results of operations for the periods presented.
The relative consistency illustrates the repeatability of our model as we continue to grow. LTV/CAC by Customer Cohort Over Time Customer Retention Our success is impacted not only by efficient and profitable customer acquisition, but also by our ability to retain customers, encourage repeat purchases and grow our portion of wallet share over time.
The relative consistency illustrates the repeatability of our model as we continue to grow. 59 Table of Contents LTV/CAC by Customer Cohort Over Time Customer Retention Our success is impacted not only by efficient and profitable customer acquisition, but also by our ability to retain customers, encourage repeat purchases and grow our portion of wallet share over time.
E. Critical Accounting Estimates Please refer to Note 6 to our consolidated financial statements (“Critical accounting judgments and key estimates and assumptions”) for further details. 73 Table of Contents
E. Critical Accounting Estimates Please refer to Note 6 to our consolidated financial statements (“Critical accounting judgments and key estimates and assumptions”) for further details. 75 Table of Contents
We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner. Curated Platform 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.
We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner. 61 Table of Contents Curated Platform 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.
Adjusted selling, 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 IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses and IPO related share-based compensation expense. B.
Adjusted selling, general and administrative and Adjusted selling, general and administrative cost ratio Adjusted selling, general and administrative is a non-IFRS financial measure that we calculate as selling, general and administrative adjusted to exclude IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses and Share-based compensation expense.
These costs accounted for approximately 81% of our total marketing expense in fiscal 2022 as we exclude public relations and creative production costs, as well as marketing expense attributable to retaining existing customers when evaluating CAC. We manage CAC methodically, continually using customer data to optimize our global customer acquisition strategy.
These costs accounted for approximately 78% of our total marketing expense in fiscal 2023 as we exclude public relations and creative production costs, as well as marketing expense attributable to retaining existing customers when evaluating CAC. We manage CAC methodically, continually using customer data to optimize our global customer acquisition strategy.
(3) Other transaction-related, certain legal and other expenses represents (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.
(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.
We present Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income because they are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
We present Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins, because they are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Investment in our Operations and Infrastructure As we enhance our offering and grow our customer base, we will incur additional expenses. Our future investments in operations and infrastructure will be informed by our understanding of global luxury trends and the needs of our platform.
Investment in 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.
The slower increase in net sales compared to our GMV growth is due to the effect of brands switching from the wholesale model to the CPM. With this switch 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.
The slower increase in net sales compared to our GMV growth is mostly 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.
We define cohort net sales retention as net sales attributable to a given customer cohort divided by the total net sales attributable to the same customer cohort from the prior fiscal year. We retained approximately 83% of net sales from prior year cohorts in fiscal 2022.
We define cohort net sales retention as net sales attributable to a given customer cohort divided by the total net sales attributable to the same customer cohort from the prior fiscal year. We retained approximately 82% of net sales from prior year cohorts in fiscal 2023.
This effect is recognized only in the first twelve months after a brand switches fully from wholesale to CPM. Twelve months after a brand partner switched completely from Wholesale to CPM, net sales from the brand partner will again grow with the same rate as the GMV from the brand partner.
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.
(3) Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income are measures that are not defined under IFRS. We use these financial measures to evaluate the performance of our business.
(3) Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins as a percentage of net sales, are measures that are not defined under IFRS. We use these financial measures to evaluate the performance of our business.
GMV does not represent revenue earned by us. 68 Table of Contents (2) Active customers, total orders shipped and average order value are calculated based on the GMV of orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.
(2) Active customers, total orders shipped and average order value are calculated based on the GMV of orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.
The following table provides Mytheresa Group’s net sales by geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the fiscal year ended June 30, (in € thousands) 2020 2021 2022 Germany 98,443 21.9% ​ 115,334 18.8% 128,616 18.6% United States 45,183 10.1% ​ 77,596 12.7% ​ 108,748 15.8% Europe (excluding Germany) (1) 173,875 38.7% ​ 253,700 41.4% ​ 276,110 40.0% Rest of the world (1) 131,986 29.4% ​ 165,466 27.0% ​ 176,277 25.6% ​ 449,487 100.0% ​ 612,096 100.0% ​ 689,750 100.0% (1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
The following table provides Mytheresa Group's net sales by geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the fiscal year ended June 30, (in € thousands) 2021 2022 2023 Germany 115,334 18.8% ​ 128,616 18.6% 128,548 16.7% United States 77,596 12.7% ​ 108,748 15.8% ​ 137,985 18.0% Europe (excluding Germany) (1) 253,700 41.4% ​ 276,110 40.0% ​ 300,020 39.0% Rest of the world (1) 165,466 27.0% ​ 176,277 25.6% ​ 202,069 26.3% ​ 612,096 100.0% ​ 689,750 100.0% ​ 768,621 100.0% (1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
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.
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.
GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations.
GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us.
We do not consider these expenses to be indicative of our core operating performance. (2) Represents non-recurring professional fees, including consulting, legal and accounting fees, related to our planned initial public offering (“IPO”), which are classified within selling, general and administrative expenses.
(2) Represents non-recurring professional fees, including consulting, legal and accounting fees, related to our initial public offering (“IPO”), which are classified within selling, general and administrative expenses.
Adjusted Net Income is a non-IFRS financial measure that we calculate as net income, adjusted to exclude U.S. sales tax expenditures temporarily borne by us, finance expenses on our Shareholder Loans, IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses, IPO related share-based compensation expenses and related income tax effects.
Adjusted Net Income and Adjusted Net Income margin Adjusted Net Income is a non-IFRS financial measure that we calculate as net income, adjusted to exclude IPO preparation and transaction costs, finance expenses associated with our Shareholder Loans, Other transaction-related, certain legal and other expenses and Share-based compensation expense.
The following table shows our net sales and EBITDA for the fiscal year ended June 30, 2020, 2021 and 2022, respectively, for each segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2020 June 30, 2021 June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Online Net Sales 437,448 602,871 674,484 EBITDA 32,361 65,357 81,159 ​ ​ ​ ​ ​ ​ ​ Retail Stores Net Sales 12,039 9,225 15,266 EBITDA 1,947 1,670 4,229 ​ 67 Table of Contents Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the retail stores is earned in Germany.
The following table shows our net sales and Segment EBITDA for the fiscal year ended June 30, 2021, 2022 and 2023, respectively, for each segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2021 June 30, 2022 June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Online Net Sales 602,871 674,484 753,918 Segment EBITDA 65,541 82,319 51,205 ​ ​ ​ ​ ​ ​ ​ Retail Stores Net Sales 9,225 15,266 14,704 Segment EBITDA 1,670 4,229 5,109 ​ Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the retail stores is earned in Germany.
Our capital expenditures consist primarily of capital improvements to our facilities and headquarters and IT licenses. 71 Table of Contents 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 as well as the proceeds from our initial public offering in January 2021.
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.
The period to period comparison of financial results is not necessarily indicative of future results. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in € thousands) June 30, 2020 June 30, 2021 June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Net sales 449,487 612,096 689,750 Cost of sales, exclusive of depreciation and amortization (239,546) (325,053) (334,758) Gross profit 209,941 287,043 354,992 Shipping and payment cost (52,857) (71,466) (97,697) Marketing expenses (62,507) (81,558) (96,093) Selling, general and administrative expenses (66,427) (157,151) (148,172) Depreciation and amortization (7,885) (8,232) (9,088) Other income (expense), net 645 (799) 892 Operating income 20,910 (32,162) 4,834 Finance income (costs), net (11,119) 15,091 (998) Income (loss) before income taxes 9,791 (17,070) 3,836 Income tax (expense) income (3,441) (15,534) (11,734) Net income (loss) 6,350 (32,604) (7,898) ​ 63 Table of Contents The following table sets forth each line item within the statement of profit as a percentage of net sales for each of the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in % of Net sales) June 30, 2020 June 30, 2021 June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Net sales 100.0% ​ 100.0% ​ 100.0% Cost of sales, exclusive of depreciation and amortization (53.3%) ​ (53.1%) ​ (48.5%) Gross profit 46.7% ​ 46.9% ​ 51.5% Shipping and payment cost (11.8%) ​ (11.7%) ​ (14.2%) Marketing expenses (13.9%) ​ (13.3%) ​ (13.9%) Selling, general and administrative expenses (14.8%) ​ (25.7%) ​ (21.5%) Depreciation and amortization (1.8%) ​ (1.3%) ​ (1.3%) Other income (expense), net 0.1% ​ (0.1%) ​ 0.1% Operating income 4.7% ​ (5.3%) ​ 0.7% Finance (expense) income, net (2.5%) ​ 2.5% ​ (0.1%) Income (loss) before income taxes 2.2% ​ (2.8%) ​ 0.6% Income tax (expense) income (0.8%) ​ (2.5%) ​ (1.7%) Net income (loss) 1.4% ​ (5.3%) ​ (1.1%) ​ Comparison of the Years Ended June 30, 2021 and 2022 Net sales Net sales increased from €612.1 million for the fiscal year ended June 30, 2021 to €689.8 million for the fiscal year ended June 30, 2022.
The period to period comparison of financial results is not necessarily indicative of future results. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in € thousands) June 30, 2021 June 30, 2022 June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Net sales 612,096 689,750 768,621 Cost of sales, exclusive of depreciation and amortization (325,053) (334,758) (386,027) Gross profit 287,043 354,992 382,594 Shipping and payment cost (71,466) (97,697) (114,785) Marketing expenses (81,558) (96,093) (112,001) Selling, general and administrative expenses (157,151) (148,172) (147,691) Depreciation and amortization (8,232) (9,088) (11,653) Other income (expense), net (799) 892 (2,527) Operating income (loss) (32,162) 4,834 (6,063) Finance income (costs), net 15,091 (998) (2,460) Income (loss) before income taxes (17,070) 3,836 (8,523) Income tax expense (15,534) (11,734) (6,597) Net loss (32,604) (7,898) (15,120) ​ The following table sets forth each line item within the statement of profit as a percentage of net sales for each of the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in % of Net sales) June 30, 2021 June 30, 2022 June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Net sales 100.0% ​ 100.0% ​ 100.0% Cost of sales, exclusive of depreciation and amortization (53.1%) ​ (48.5%) ​ (50.2%) Gross profit 46.9% ​ 51.5% ​ 49.8% Shipping and payment cost (11.7%) ​ (14.2%) ​ (14.9%) Marketing expenses (13.3%) ​ (13.9%) ​ (14.6%) Selling, general and administrative expenses (25.7%) ​ (21.5%) ​ (19.2%) Depreciation and amortization (1.3%) ​ (1.3%) ​ (1.5%) Other income (expense), net (0.1%) ​ 0.1% ​ (0.3%) Operating income (loss) (5.3%) ​ 0.7% ​ (0.8%) Finance (expense) income, net 2.5% ​ (0.1%) ​ (0.3%) Income (loss) before income taxes (2.8%) ​ 0.6% ​ (1.1%) Income tax expense (2.5%) ​ (1.7%) ​ (0.8%) Net loss (5.3%) ​ (1.1%) ​ (2.0%) ​ 64 Table of Contents Comparison of the Years Ended June 30, 2022 and 2023 Net sales ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ June 30, 2022 June 30, 2023 Change Absolute Change in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales 689,750 768,621 78,871 11.4% Gross Merchandise Value (GMV) 747,277 855,809 108,533 14.5% Net sales percentage of GMV 92.3% ​ 89.8% ​ — (250 BPs) ​ Net sales increased from €689.8 million for the fiscal year ended June 30, 2022 to €768.6 million for the fiscal year ended June 30, 2023.
Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income 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 U.S. sales tax expenditures temporarily borne by us through the fourth quarter of fiscal 2020, IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses and IPO related share-based compensation expenses.
Adjusted EBITDA and Adjusted EBITDA margin 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 IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses and Share-based compensation expense.
Further, we believe Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income are helpful measures in highlighting trends in our operating results, because they exclude certain types of expenses which are not reflective of our ongoing operations and performance. Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures.
Further, we believe Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income are helpful measures in highlighting trends in our operating results, because they exclude certain types of expenses which are not reflective of our ongoing operations and performance.
Excluding the IPO related share-based compensation expenses, IPO preparation and transaction costs as well as other transaction-related, certain legal and other expenses, the adjusted selling, general and administrative expenses as a percentage of net sales increased for the fiscal year ended June 30, 2022 from 12.8% to 13.9%, due to higher personnel expenses, insurance, and IT expenditures, in the 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 net sales increased for the fiscal year ended June 30, 2023 from 13.5% to 14.5% compared to the prior year period, due to higher personnel expenses, travel expenses, energy costs and IT expenditures, in the periods.
We use the following metrics in addition to Segment EBITDA 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ ​ ​ ​ ​ FY22 vs FY21 ​ June 30, 2020 June 30, 2021 June 30, 2022 Change in % / BPs (in millions) Gross Merchandise Value (GMV) (1) ​ € 449.5 ​ € 616.1 ​ € 747.3 ​ 21.3% Active customer (LTM in thousands) (2) 486 671 781 16.4% Total orders shipped (LTM in thousands) (2) 1,092 1,505 ​ 1,765 17.2% Average order value (LTM) (2) 600 595 ​ 626 ​ 5.2% Net sales ​ € 449.5 ​ € 612.1 ​ € 689.8 ​ 12.7% Gross profit ​ € 209.9 ​ € 287.0 ​ € 355.0 ​ 23.7% Gross profit margin ​ 46.7% ​ 46.9% ​ 51.5% ​ 460 BPs Adjusted EBITDA (3) ​ € 35.4 ​ € 54.9 ​ € 66.3 ​ 20.7% Adjusted EBITDA margin (3) ​ 7.9% ​ 9.0% ​ 9.6% ​ 60 BPs Adjusted Operating Income (3) ​ € 27.5 ​ € 46.7 ​ € 57.2 ​ 22.6% Adjusted Operating Income margin (3) ​ 6.1% ​ 7.6% ​ 8.3% ​ 70 BPs Adjusted Net Income (3) ​ € 19.3 ​ € 32.1 ​ € 44.5 ​ 38.6% Adjusted Net Income margin (3) ​ 4.3% ​ 5.2% ​ 6.5% ​ 130 BPs (1) Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent.
We use the following metrics in addition to Segment EBITDA 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended ​ ​ ​ ​ ​ ​ ​ ​ FY23 vs FY22 ​ June 30, 2021 June 30, 2022 June 30, 2023 Change in % / BPs (in millions) Gross Merchandise Value (GMV) (1) ​ € 616.1 ​ € 747.3 ​ € 855.8 ​ 14.5% Active customer (LTM in thousands) (2) 671 781 856 9.6% Total orders shipped (LTM in thousands) (2) 1,505 1,765 ​ 2,012 14.0% Average order value (LTM) (2) 595 626 ​ 654 ​ 4.5% Net sales ​ € 612.1 ​ € 689.8 ​ € 768.6 ​ 11.4% Gross profit ​ € 287.0 ​ € 355.0 ​ € 382.6 ​ 7.8% Gross profit margin ​ 46.9% ​ 51.5% ​ 49.8% ​ (170 BPs) Operating Income (loss) ​ € (32.2) ​ € 4.8 ​ € (6.1) ​ (225.4%) Operating Income (loss) margin ​ (5.3%) ​ 0.7% ​ (0.8%) ​ (150 BPs) Net loss ​ € (32.6) ​ € (7.9) ​ € (15.1) ​ 91.4% Net loss margin ​ (5.3%) ​ (1.1%) ​ (2.0%) ​ (90 BPs) Adjusted EBITDA (3) ​ € 55.1 ​ € 68.7 ​ € 41.1 ​ (40.3%) Adjusted EBITDA margin (3) ​ 9.0% ​ 10.0% ​ 5.3% ​ (470 BPs) Adjusted Operating Income (3) ​ € 46.9 ​ € 59.6 ​ € 29.4 ​ (50.7%) Adjusted Operating Income margin (3) ​ 7.7% ​ 8.6% ​ 3.8% ​ (480 BPs) Adjusted Net Income (3) ​ € 32.3 ​ € 46.9 ​ € 20.3 ​ (56.6%) Adjusted Net Income margin (3) ​ 5.3% ​ 6.8% ​ 2.6% ​ (420 BPs) (1) Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent.
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.
Adjusted Net Income margin is a non-IFRS financial measure which is calculated in relation to net sales. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income and their corresponding margins as a percentage of net sales are key measures used by management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV. 70 Table of Contents Active Customers 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.
Active Customers 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 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.
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.
(4) Other transaction-related, certain legal and other expenses represents (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.
(3) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany. 72 Table of Contents (4) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods.
Approximately 2% of our cash and cash equivalents were held outside of Germany, with the majority held in the United States in US Dollars.
No other currency held in Germany accounted for more than 10% of our cash and cash equivalents. Approximately 18% 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.
Total interest expense on leases capitalized under IFRS 16 was €0.6 million and €0.6 million during the fiscal year ended June 30, 2021 and 2022.
Total interest expense on leases capitalized under IFRS 16 was €0.6 million and €2.4 million during the fiscal year ended June 30, 2022 and 2023. The increase is mainly related to the new warehouse in Leipzig, Germany. Other interest income was €0.4 million during the fiscal year ended June 30, 2023.
In January 2021, we fully repaid our Shareholder Loans (principal plus outstanding interest) using a portion of the net proceeds from our initial public offering. In fiscal 2022, 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”).
Finance income (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”).
For the last twelve months, our total orders shipped increased from 1.51 million to 1.77 million, or 17.2%.
The increase during the periods presented resulted mostly from an increase in total orders shipped. For the last twelve months, our total orders shipped increased from 1.77 million to 2.01 million, or 14.0%.
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.
Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions.
Net Sales per Active Customer The fiscal 2016 cohort’s LTV has increased over time as a result of repeat purchases and increased spend by retained customers. This results in a 3.2 times payback of our original cost to acquire this customer, demonstrating our marketing efficiency and profitable model.
This is evidenced by the growth in our net sales per active customer by cohort demonstrated below. 58 Table of Contents Net Sales per Active Customer The fiscal 2016 cohort’s LTV has increased over time as a result of repeat purchases and increased spend by retained customers.
For the fiscal year ended June 30, 2022 net sales growth is primarily due to the fact that we were able to generally grow our active customers with a strong average order value during that time on the base of strong customer retention and with continuous effort to win new customers with the effective use of our performance marketing tools.
The reason for the growth in net sales 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 net sales per active customer.
General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, IPO preparation and transaction costs as well as other transaction-related, certain legal and other expenses.
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, we expect these expenses to slightly decrease as a percentage of net sales.
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.
Adjusted selling, general and administrative cost ratio is a non-IFRS measure which is calculated in relation to GMV. B. 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.
We use Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures. 70 Table of Contents We use Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.
As a percentage of net sales, shipping and payment cost increased from 11.7% for the fiscal year ended June 30, 2021 to 14.2% for the fiscal year ended June 30, 2022.
For fiscal year ended June 30, 2023, cost of sales, exclusive of depreciation and amortization as a percentage of net sales increased from 48.5% to 50.2% compared to the same period in 2022.
Adjusted Operating Income is a non-IFRS financial measure that we calculate as operating income, adjusted to exclude U.S. sales tax expenditures temporarily borne by us through the fourth quarter of fiscal 2020, any IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses and IPO related share-based compensation expenses.
Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales. 73 Table of Contents Adjusted Operating Income and Adjusted Operating Income margin Adjusted Operating Income is a non-IFRS financial measure that we calculate as operating income, adjusted to exclude IPO preparation and transaction costs, Other transaction-related, certain legal and other expenses and Share-based compensation expense.
One of the main drivers of the increase in employees and personnel-related expenses is the addition of new fulfillment personnel. Overall, personnel expenses as a percentage of net sales decreased from 21.8% in the fiscal year ended June 30, 2021 to 17.8% for the fiscal year ended June 30, 2022.
Overall, personnel expenses as a percentage of net sales decreased from 17.8% to 15.5% and for GMV decreased from 16.4% to 14% for the fiscal year ended June 30, 2023 compared to fiscal year ended June 30, 2022.
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.
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.
Growth of Online Luxury According to the 2021 Bain Study, the online penetration of luxury personal goods is expected to increase from 22% to 30% from 2021 to 2025. 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.
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.
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. Shipping and 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.
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. Gross profit Gross profit is equal to our net sales reduced by cost of sales, exclusive of depreciation and amortization.
The following are reconciliations of Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income to their most directly comparable IFRS measures. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2020 June 30, 2021 June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Net income 6,350 (32,604) (7,898) Finance income (expenses), net 11,119 (15,091) 998 Income tax expense 3,441 15,534 11,734 Depreciation and amortization 7,885 8,232 9,088 thereof depreciation of right-of use assets (1) 5,116 5,224 5,657 EBITDA 28,795 (23,929) 13,922 United States sales tax (2) 1,334 — — IPO preparation and transaction costs (3) 5,206 6,984 — Other transaction-related, certain legal and other expenses (4) ​ — ​ — ​ 2,493 IPO related share-based compensation (5) ​ 65 ​ 71,889 ​ 49,919 Adjusted EBITDA 35,400 54,944 66,334 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted EBITDA Margin ​ ​ ​ ​ ​ ​ Net Sales ​ 449,487 ​ 612,096 ​ 689,750 Adjusted EBITDA margin ​ 7.9% ​ 9.0% ​ 9.6% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2020 June 30, 2021 June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Operating Income 20,910 (32,162) 4,834 U.S. sales tax (2) 1,334 — — IPO preparation and transaction costs (3) 5,206 6,984 — Other transaction-related, certain legal and other expenses (4) ​ — ​ — ​ 2,493 IPO related share-based compensation (5) 65 71,889 49,919 Adjusted Operating Income 27,515 46,711 57,246 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted Operating Income Margin ​ ​ ​ ​ ​ ​ Net Sales ​ 449,487 ​ 612,096 ​ 689,750 Adjusted EBITDA margin 6.1% 7.6% 8.3% ​ 69 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30,2020 June 30, 2021 June 30, 2022 ​ ​ ​ ​ ​ ​ ​ Net Income ​ 6,350 (32,604) (7,898) U.S. sales tax (2) ​ 1,334 — — IPO preparation and transaction costs (3) ​ 5,206 6,984 — Other transaction-related, certain legal and other expenses (4) ​ — ​ — ​ 2,493 IPO related share-based compensation (5) ​ 65 71,889 49,919 Finance expense (income) on shareholder loans (6) ​ 9,645 (16,224) — Income tax effect (7) ​ (3,306) 2,073 — Adjusted Net Income ​ 19,294 32,118 44,514 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted Net Income Margin ​ ​ ​ ​ ​ ​ Net Sales ​ 449,487 ​ 612,096 ​ 689,750 Adjusted Net Income margin ​ 4.3% ​ 5.2% ​ 6.5% (1) Under IFRS 16, right of use assets are depreciated over their estimated useful life.
Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in the current and prior periods presented have been changed to reflect our updated methodology in adjusting for share-based compensation. ​ 71 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2021 June 30, 2022 June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Net loss (32,604) (7,898) (15,120) Finance (income) expenses, net (15,091) 998 2,460 Income tax expense 15,534 11,734 6,597 Depreciation and amortization 8,232 9,088 11,653 thereof depreciation of right-of use assets (1) 5,224 5,657 8,492 EBITDA (23,928) 13,922 5,590 IPO preparation and transaction costs (2) 6,984 — — Other transaction-related, certain legal and other expenses (3) ​ — ​ 2,493 ​ 5,446 Share-based compensation (4) ​ 72,073 ​ 52,303 ​ 30,021 Adjusted EBITDA 55,128 68,718 41,057 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted EBITDA Margin ​ ​ ​ ​ ​ ​ Net Sales ​ 612,096 ​ 689,750 ​ 768,621 Adjusted EBITDA margin ​ 9.0% ​ 10.0% ​ 5.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2021 June 30, 2022 June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Operating Income (loss) (32,163) 4,834 (6,063) IPO preparation and transaction costs (2) 6,984 — — Other transaction-related, certain legal and other expenses (3) ​ — ​ 2,493 ​ 5,446 Share-based compensation (4) 72,073 52,303 30,021 Adjusted Operating Income 46,893 59,630 29,403 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted Operating Income Margin ​ ​ ​ ​ ​ ​ Net Sales ​ 612,096 ​ 689,750 ​ 768,621 Adjusted Operating Income margin 7.7% 8.6% 3.8% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2021 June 30, 2022 June 30, 2023 ​ ​ ​ ​ ​ ​ ​ Net loss ​ (32,604) (7,898) (15,120) IPO preparation and transaction costs (2) ​ 6,984 — — Other transaction-related, certain legal and other expenses (3) ​ — ​ 2,493 ​ 5,446 Share-based compensation (4) ​ 72,073 52,303 30,021 Finance expense (income) on shareholder loans (5) ​ (16,224) — — Income tax effect (6) ​ 2,073 — — Adjusted Net Income ​ 32,302 46,898 20,346 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted Net Income Margin ​ ​ ​ ​ ​ ​ Net Sales ​ 612,096 ​ 689,750 ​ 768,621 Adjusted Net Income margin ​ 5.3% ​ 6.8% ​ 2.6% (1) Under IFRS 16, right of use assets are depreciated over their estimated useful life.
This cohort behavior demonstrates our ability to not only retain customers, but to also increase active customers’ spend on our platform as our loyal customers place orders more frequently at increasing average order values. 60 Table of Contents Net Sales by Cohort Luxury Brand Partners Our business model relies on providing our customers access to a curated assortment of top luxury brands.
Additionally, in fiscal 2023 we retained greater than 100% of the net sales from 2021 cohorts and prior. This cohort behavior demonstrates our ability to not only retain customers, but to also increase active customers’ spend on our platform as our loyal customers place orders more frequently at increasing average order values.
Our lifetime value has increased over time as our customers who stay on our platform spend more over time. This is evidenced by the growth in our net sales per active customer by cohort demonstrated below.
Our lifetime value has increased over time as our customers who stay on our platform spend more over time.
Net cash used from financing activities during the fiscal year ended June 30, 2022 was €6.1 million, which resulted from interest payments of €1.0 million, lease payments of €5.5 million and proceeds from exercise of share options of €0.4 million. C. Research and Development, Patents and Licenses The Mytheresa Group does not perform any research and development activities.
Net cash (outflow) inflow from financing activities Net cash outflow for financing activities during the fiscal year ended June 30, 2022 was €6.1 million, as compared to €5.4 million for the fiscal year ended June 30, 2023, mainly due to increased interest paid, offset by lower lease payments and proceeds from exercise of options awards. C.
Cash used in investing activities for the fiscal year ended June 30, 2022 was €11.9 million, mainly resulting from capitalized assets connected to our new warehouse in Leipzig, Germany and equipment purchases and IT licenses.
Net cash outflow from investing activities Cash outflow in investing activities were €11.9 million and €22.8 million for the fiscal year ended June 30, 2022 and 2023, respectively. The increase in investing activities of €10.8 million for the fiscal year ended June 30, 2023 is mainly in connection with or new warehouse in Leipzig, Germany.
As a percentage of net sales, marketing expenses increased from 13.2% for the fiscal year ended June 30, 2021 to 13.9% for the fiscal year ended June 30, 2022. As a percentage of GMV, marketing expenses decreased from 13.2% for the fiscal year ended June 30, 2021 to 12.9% for the fiscal year ended June 30, 2022.
Marketing expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2022 June 30, 2023 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketing expenses (96,093) (112,001) (15,908) 16.6% Percentage of Net sales (13.9%) (14.6%) — (70 BPs) Percentage of GMV (12.9%) (13.1%) — (20 BPs) ​ Marketing expenses increased from €96.1 million for the fiscal year ended June 30, 2022 to €112.0 million for the fiscal year ended June 30, 2023.
For that period the gross profit margin in relation to net sales increased to 51.5% in the fiscal year ended June 30, 2022 compared to the previous fiscal year with 46.9%. The increase is driven primarily by our increasing share in CPM revenues.
For that period the gross profit margin in relation to net sales decreased to 49.8% in the fiscal year ended June 30, 2023 compared to the previous fiscal year with 51.5%. The decrease in gross profit margin was driven by macroeconomic-headwinds and significant promotional activities by competitors clearing out excess inventories.
The decrease in percentage of net sales is mainly driven by IPO related share-based compensation expenses. Excluding the IPO related share-based compensation expenses, personnel-related expenses as a percentage of net sales was at 10.1% for the fiscal year ended June 30, 2021 and 10.6% for the fiscal year ended June 30, 2022.
Excluding the Share-based compensation expenses, personnel-related expenses as a percentage of net sales increased by 140 BPs and 100 BPs for GMV compared to previous period. The cost increase was mainly driven by an increase in logistics personnel.
The total selling, general and administrative expenses decreased by €9.0 million for the fiscal year ended June 30, 2022 from €157.2 million in the fiscal year ended June 30, 2021 to €148.2 million in the fiscal year ended June 30, 2022.
Selling, general and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2022 June 30, 2023 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses (148,172) (147,691) 481 (0.3)% Percentage of Net sales (21.5%) (19.2)% ​ — 230 BPs Percentage of GMV (19.8%) (17.3)% ​ — 250 BPs ​ The total selling, general and administrative (SG&A) expenses decreased by €0.5 million from €148.2 million in fiscal year ended June 30, 2022 to €147.7 million in fiscal year ended June 30, 2023.
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.
However, if we are unsuccessful in maintaining these relationships or developing new relationships, our business and results of operations may be adversely affected. Growth of Online Luxury According to the 2022 Bain Study, the online penetration of luxury personal goods is expected to increase from 22% to 30% from 2021 to 2025.
Depreciation and amortization Depreciation and amortization expenses, increased from €8.2 million for the fiscal year ended June 30, 2021 to €9.1 million for the fiscal year ended June 30, 2022, due to higher depreciation in right of use asset and increased depreciation in office equipment. 66 Table of Contents Finance income (costs), net Total interest and other expenses on our Revolving Credit Facilities was €0.7 million and €0.4 million during the fiscal year ended June 30, 2021 and 2022, respectively.
Finance income (costs), net ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2022 June 30, 2023 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expenses on revolving credit facilities (386) (401) (15) 3.9% Interest expenses on leases (612) (2,417) (1,805) 294.9% Total Finance costs (998) (2,818) (1,820) 182.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ Other interest income 0 358 358 N/A Total Finance income 0 358 358 N/A Finance income (costs), net (998) (2,460) (1,462) 146.4% Percentage of Net sales (0.1%) (0.3%) — (20 BPs) Percentage of GMV (0.1%) (0.3%) — (20 BPs) ​ Total interest and other expenses on our Revolving Credit Facilities was €0.4 million during the fiscal year ended June 30, 2022 and 2023, respectively.
The increase was primarily driven by an increase in total orders shipped, price increase in shipping costs and a higher share of countries where we pay all customs duties for the customer, for example in the US.
The increase was primarily driven by an increase in total orders shipped and a higher share of international sales, partly offset by cost efficiencies and improvements in our payment provider structure and customs setup.
As a result, we experience fluctuations in cash flows throughout the year. We typically draw on our Revolving Credit Facilities as a result of seasonal volatility in our business. As of June 30, 2021, we fully repaid our borrowings on our Revolving Credit Facilities.
We typically draw, if needed, on our Revolving Credit Facilities as a result of seasonal volatility in our business. As of June 30, 2023, our cash and cash equivalents were €30.1 million. As of June 30, 2023, approximately 82% of our cash and cash equivalents were held in Germany, of which approximately 12% were denominated in U.S. Dollars.
The following chart illustrates the efficiency of our customer acquisitions, as well as the profitability associated with retaining customers. 59 Table of Contents To illustrate the recent effectiveness and consistency of our marketing efforts, the following chart compares the LTV to CAC ratio for fiscal 2016, 2017, 2018, 2019, 2020, 2021 and 2022 respectively, cohorts for their one year, two year, three year, four and five year periods, where relevant.
To illustrate the recent effectiveness and consistency of our marketing efforts, the following chart compares the LTV to CAC ratio for the fiscal year 2016 customer cohort and their buying behavior over time.
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, is sufficient to meet our operating requirements for at least the next twelve months.
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. 74 Table of Contents The following table shows summary consolidated cash flow information for the fiscal year ended June 30, 2021, 2022 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, (in € thousands) 2021 2022 2023 ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Cash Flow Data: ​ ​ ​ Net cash (outflow) inflow from operating activities ​ (16,622) ​ 54,799 (55,050) Net cash outflow from investing activities ​ (2,894) ​ (11,923) (22,758) Net cash (outflow) inflow from financing activities ​ 86,927 ​ (6,054) (5,442) ​ Consolidated Cash Flow Fiscal 2023 and Fiscal 2022 Net cash (outflow) inflow from operating activities During the fiscal year ended June 30, 2023, net cash flow from operating activities decreased by €109.9 million to a cash out flow of €55.1 million, as compared to a cash inflow of €54.8 million for the fiscal year ended June 30, 2022.
Although selling, general and administrative expenses will increase as we grow and become a publicly traded company, we expect these expenses to stay stable as a percentage of net sales. Depreciation and 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.
Depreciation and 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. Other expense (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.
Collectively, these efforts have resulted in significantly declining CAC in fiscal 2018, fiscal 2019, fiscal 2020 and fiscal 2021, a trend we believe is rare in the industry, despite growing our active customer base from 486,000 in fiscal 2020 to over 781,000 in fiscal 2022. 58 Table of Contents Lifetime Value .
Collectively, these efforts have resulted in historically declining and now stable CAC, despite a strong growth of our active customer base. Lifetime Value .
As a percentage of GMV, shipping and payment cost increased from 11.6% for the fiscal year ended June 30, 2021 to 13.1% for the fiscal year ended June 30, 2022. Marketing expenses Marketing expenses increased from €81.6 million for the fiscal year ended June 30, 2021 to €96.1 million for the fiscal year ended June 30, 2022.
Shipping and payment costs ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2022 ​ June 30, 2023 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Shipping and payment cost (97,697) (114,785) (17,088) 17.5% Percentage of Net sales (14.2%) (14.9%) — (70 BPs) Percentage of GMV (13.1%) (13.4%) — (30 BPs) ​ Shipping and payment costs increased by €17.1 million, or 17.5%, from €97.7 million for the fiscal year ended June 30, 2022 to €115.1 million for the fiscal year ended June 30, 2023.
The increase in personnel expenses excluding the IPO related share-based compensation expenses is also attributable to the increase in the number of employees to 1,238 for the fiscal year ended June 30, 2022 compared to 1,015 employees as of June 30, 2021.
The decrease in personnel expenses for the fiscal year ended June 30, 2023 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.
There are also currently no intensions to do so. D.
Research and Development, Patents and Licenses The Mytheresa Group does not perform any research and development activities. There are also currently no intentions to do so. D.
Operating Results by Segment Segment reporting requires the use of the management approach in determining operating segments. The management approach considers the internal organization and reporting used by Mytheresa Group’s chief operating decision maker (‘‘CODM’’) for making operating decisions and assessing performance. Mytheresa Group collectively identifies its Chief Executive Officer and Chief Financial Officer as the CODM.
For further information see Note 12. 69 Table of Contents Operating Results by Segment 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.
Other general and administrative expenses increased by €2.0 million, from €23.4 million during the fiscal year ended June 30, 2021 to €25.5 million during the fiscal year ended June 30, 2022, mainly due to higher insurance, travel cost and IT expenditures, in the period.
As a fast growth company with a relentless focus on delighting our customers, prudently capturing market share and fortifying our leadership position, 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. 68 Table of Contents Other general and administrative expenses increased by €2.8 million, from €25.5 million during the fiscal year ended June 30, 2022 to €28.2 million during the fiscal year ended June 30, 2023, mainly due to higher travel expenses, energy costs and IT expenditures, in the period.
Cost of sales, exclusive of depreciation and amortization Cost of sales, exclusive of depreciation and amortization for the fiscal year ended June 30, 2022 increased by €9.7 million, or 3.0%, compared to the fiscal year ended June 30, 2021. The slight increase during the periods presented mainly resulted from an increase in total orders shipped.
Cost of sales, exclusive of depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change in ​ ​ June 30, 2022 ​ June 30, 2023 ​ Absolute ​ % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales, exclusive of depreciation and amortization (334,758) (386,027) (51,270) 15.3% Percentage of Net sales (48.5%) (50.2%) — (170 BPs) Percentage of GMV (44.8%) (45.1%) — (30 BPs) ​ Cost of sales, exclusive of depreciation and amortization for the fiscal year ended June 30, 2023 increased by €51.3 million, or 15.3%, compared to the fiscal year ended June 30, 2022.
Removed
Additionally, in fiscal 2022 we retained greater than 100% of the net sales for the 2019 cohorts and prior.
Added
This results in a 3.6 times payback of our original cost to acquire this customer, demonstrating our marketing efficiency and profitable model. The following chart illustrates the efficiency of our customer acquisitions, as well as the profitability associated with retaining customers.

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Biggest changeKaplan 54 2024 Co-Founder, Director, Partner of Ares Management Corporation Co-Chairman at Ares Management Private Equity Group Marjorie Lao* 48 2024 Director, Modern Times Group AB, Logitech SA and Sitecore Holding II A/S Cesare Ruggiero 45 2024 Managing Director, CPPIB, member of the Board of Informatica Inc. and of Ports of America Susan Gail Saideman 60 2024 Director, Church & Dwight Co., Inc.and Prepac Manufacturing Ltd. and FIRST Washington Michaela Tod* 52 2024 Director, member of the Supervisory Board of AUGA group and member of the Advisory Board of Pro Gamers Group Sascha Zahnd* 47 2024 Chairman, Valora Holding AG * Independent Directors for purposes of the Dutch Corporate Governance Code The business address of the members of our Supervisory Board is the same as our business address: Einsteinring 9, 85609 Aschheim/Munich, Germany.
Biggest changeKaplan male ​ 55 2024 Co-Founder, Director, Partner of Ares Management Corporation Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation Marjorie Lao* female ​ 49 2024 Director, Logitech SA and Sitecore Holding II A/S and on the Board of Commissioners of GoTo Group (Indonesia) Cesare Ruggiero male ​ 46 2024 Managing Director, CPPIB, member of the Board of Informatica Inc. and of Ports of America Susan Gail Saideman female ​ 61 2024 Director, Church & Dwight Co., Inc. and Prepac Manufacturing Ltd. serves on the advisory board of Endeavor.org and on the board of FIRST Washington Michaela Tod* female ​ 53 2024 Director, member of the Supervisory Board of AUGA group and a member of the Supervisory board of Robert Walters PLC, interim CEO at Elvie Sascha Zahnd* male ​ 48 2024 Director, member of the Board and Audit Committee of Logitech member of the Board and Nomination Committee of BernExpo, president and member of the Executive and Steering Committees of the Board of digitalswitzerland, * Independent Directors for purposes of the Dutch Corporate Governance Code The following is a brief summary of the prior business experience of the members of our Supervisory Board: 77 Table of Contents Nora Aufreiter.
Prior that, he served as Vice President of Product Management and Distribution at product + concept GmbH from March 2005 to March 2008. He holds a Diplom-Kaufmann degree from the Berlin Berlin School of Economics and Law. Gareth Locke. Mr. Locke has served as Chief Growth Officer since November 2020 and as member of our Management Board since February 2021.
Prior that, he served as Vice President of Product Management and Distribution at product + concept GmbH from March 2005 to March 2008. He holds a Diplom-Kaufmann degree from the Berlin School of Economics and Law. Gareth Locke. Mr. Locke has served as Chief Growth Officer since November 2020 and as member of our Management Board since February 2021. Mr.
She is a member of the Board of Directors of The Bank of Nova Scotia where she is chair of the governance committee and is a member of the compensation committee.
She is a member of the Board of Directors of The Bank of Nova Scotia where she is chair of the compensation committee and is a member of the governance committee.
Mr. Kaplan’s previous public company board experience includes Floor and Decor Holdings, Inc., Maidenform Brands, Inc., where he served as the company’s Chairman, GNC Holdings, Inc., Dominick’s Supermarkets, Inc., Stream Global Services, Inc., Orchard Supply Hardware Stores Corporation, Smart & Final, Inc. and Allied Waste Industries Inc. Mr.
Kaplan's previous public company board experience includes Floor and Décor Holdings, Inc., Maidenform Brands, Inc., where he served as the company's Chairman, GNC Holdings, Inc., Dominick's Supermarkets, Inc., Stream Global Services, Inc., Orchard Supply Hardware Stores Corporation, Smart & Final, Inc. and Allied Waste Industries Inc. Mr.
Kaplan currently serves on the supervisory board of directors of MYT Netherlands Parent B.V., the parent entity of Mytheresa GmbH. Mr. Kaplan also serves as a member of the boards of directors of Guitar Center Holdings, Inc. and Number Holdings, Inc. and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants.
Kaplan currently serves on the supervisory board of directors of MYT Netherlands Parent B.V., the parent entity of Mytheresa GmbH. Mr. Kaplan also serves as a member of the board of directors of Number Holdings, Inc. and as the Chairman of the board of directors of the parent entity of Cooper's Hawk Winery & Restaurants. Mr.
Lao holds a BSc degree in Business Administration and Accountancy from the University of the Philippines, and an MBA from Harvard Business School. She was certified as a public accountant in the Philippines in 1996. Cesare J. Ruggiero. Mr.
Lao holds a BSc degree in Business Administration and Accountancy from the University of the Philippines, and an MBA from Harvard Business School. She was certified as a public accountant in the Philippines in 1996. 78 Table of Contents Cesare J. Ruggiero. Mr.
Directors and Senior Management The following table sets forth the names and functions of the current members of our Management Board, their ages and their terms as of the date of this Annual Report: ​ ​ ​ ​ ​ ​ ​ ​ Name Age Term Ends Position Michael Kliger 55 2024 Chief Executive Officer Dr.
Directors and Senior Management The following table sets forth the names and functions of the current members of our Management Board, their ages and their terms as of the date of this Annual Report: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Name Nationality Gender Age Term Ends Position Michael Kliger German ​ male ​ 56 2024 Chief Executive Officer Dr.
Locke holds an MBA from the Burgundy School of Business and an MA in Economics and Finance from Leeds University Business School. 74 Table of Contents Isabel May. Ms. May has served as Chief Customer Experience Officer since November 2020 and was appointed a member of our Management Board since February 2021.
Locke holds an MBA from the Burgundy School of Business and an MA in Economics and Finance from Leeds University Business School. 76 Table of Contents Isabel May. Ms. May has served as Chief Customer Experience Officer & Managing Director since September 2019 and was appointed a member of our Management Board since February 2021.
Martin Beer 54 2024 Chief Financial Officer Sebastian Dietzmann 48 2025 Chief Operating Officer Gareth Locke 47 2025 Chief Growth Officer Isabel May 47 2025 Chief Customer Experience Officer ​ The business address of the members of our Management Board is the same as our business address: Einsteinring 9, 85609 Aschheim/Munich, Germany.
Martin Beer German ​ male ​ 55 2024 Chief Financial Officer Sebastian Dietzmann German ​ male ​ 49 2025 Chief Operating Officer Gareth Locke French ​ male ​ 48 2025 Chief Growth Officer Isabel May German ​ female ​ 48 2025 Chief Customer Experience Officer ​ The business address of the members of our Management Board is the same as our business address: Einsteinring 9, 85609 Aschheim/Munich, Germany.
Saideman started her career in finance at Chase Manhattan and as a strategy consultant at Bain & Company before joining PepsiCo where she was promoted through increasingly responsible positions at Pepsi-Cola North America and KFC. Currently, Ms. Saideman is a board member of Church & Dwight since June 2019.
Saideman started her career in finance at Chase Manhattan and as a strategy consultant at Bain & Company before joining PepsiCo where she was promoted through increasingly responsible positions at Pepsi-Cola North America and KFC. Currently, Ms.
She is the chairperson of the board of PrePac Manufacturing since October 2019, serves on the advisory board of Endeavor.org and serves on the board of FIRST Washington since September 2019. Previously, she was on the board of DevaCurl. She served on the board of Harvey Mudd College until recently. Ms.
Saideman is a board member of Church & Dwight since June 2019, She is the chairperson of the board of PrePac Manufacturing since October 2019, serves on the advisory board of Endeavor.org and serves on the board of FIRST Washington since September 2019. Previously, she was on the board of DevaCurl. She served on the board of Harvey Mudd College.
Lao currently serves on the Board of Directors of Logitech SA, Modern Times Group MTG AB, and Sitecore Holding II A/S, and is a member of the Harvard Business School European and Global Advisory Board. Born in the Philippines, Ms.
Lao currently serves on the Board of Directors of Logitech SA and Sitecore Holding II A/S, and on the Board of Commissioners of GoTo Group (Indonesia). She is also a member of the Harvard Business School European and Global Advisory Boards. Born in the Philippines, Ms.
Prior to that, he served as Manager Corporate Development at PAYBACK GmbH from May 2005 to March 2010, as Project Manager at Ayming GmbH from January 2003 to May 2005 and as a Consultant at Accenture in London from September 1999 to November 2002. Mr Locke serves as an advisor to the Board of KICKZ.com GmbH since June 2021. Mr.
Prior to that, he served as Manager Corporate Development at PAYBACK GmbH from May 2005 to March 2010, as Project Manager at Ayming GmbH from January 2003 to May 2005 and as a Consultant at Accenture in London from September 1999 to November 2002. Mr.
Supervisory Board The following table sets forth the names and functions of the current members of our Supervisory Board, their ages, their terms as of (which expire on the date of the relevant year’s general meeting of shareholders) and their principal occupations outside of our Company: ​ ​ ​ ​ ​ ​ ​ ​ Name Age Term Expires Principal Occupation Nora Aufreiter* ​ 63 ​ 2025 ​ Director, The Bank of Nova Scotia and The Kroger Company Dennis Thatcher Gies 43 2024 Managing Director at Roark Capital, previously a Partner and Head of the Consumer Private Equity practice at Ares Management David B.
The following table sets forth the names and functions of the current members of our Supervisory Board, their ages, their terms as of (which expire on the date of the relevant year’s general meeting of shareholders) and their principal occupations outside of our Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ Name Gender ​ Age Term Expires Principal Occupation Nora Aufreiter* ​ female ​ 64 ​ 2025 ​ Director, The Bank of Nova Scotia and The Kroger Company David B.
Mr. Locke has served as Chief Growth Officer of mytheresa.com GmbH since July 2016. He previously served as Head of Marketing for Zooplus AG from January 2012 until May 2016. During this same period, Mr. Locke also served as Managing Director of Zooplus France SARL.
Locke has served as Chief Growth Officer of mytheresa.com GmbH since July 2016. He previously served as Head of Marketing for Zooplus AG from January 2012 until May 2016. Mr. Locke also served as Managing Director of Zooplus France SARL. Prior to that, he was Associate Partner at Aquarius Consulting GmbH from April 2010 until December 2011.
Saideman held a series of General Management roles at Mars, Mikasa, Newell Rubbermaid and Campbell Soup. In these roles, she worked across channels that included retail stores, wholesale and ecommerce as well as geographies that included the United States, Canada, Europe, China, India, and the Middle East. Ms.
In these roles, she worked across channels that included retail stores, wholesale and ecommerce as well as geographies that included the United States, Canada, Europe, China, India, Japan and the Middle East. Ms.
BA with high distinction in International Relations from the University of Toronto. 76 Table of Contents Susan Gail Saideman. Ms. Saideman was appointed to our Supervisory Board in November 2020 and currently serves on the Audit Committee. Ms. Saideman is the Chief Executive Officer and founder of Portage Bay Limited, LLC, which provides consulting and advisory services. Ms.
BA with high distinction in International Relations from the University of Toronto. Susan Gail Saideman. Ms. Saideman was appointed to our Supervisory Board in November 2020 and currently serves on the Audit Committee and is Chairperson of the Nominations, Governance and Sustainability Committee. Ms.
Saideman holds an MBA from Harvard business School and a BA from Dartmouth College. Michaela Tod. Ms. Tod was appointed to our Supervisory Board in January 2021 and currently serves on the Nominating, Governance and Compensation Committee. Ms.
Ms. Saideman holds an MBA from Harvard business School and a BA from Dartmouth College. Michaela Tod. Ms. Tod was appointed to our Supervisory Board in January 2021 and chairs the Compensation Committee since September 2022. Ms. Tod previously served as the co-Chief Executive Officer of ProSiebenSat1, a German broadcaster.
Kaplan was a Senior Partner of Apollo Management, L.P. and its affiliates, during which time he completed multiple private equity investments from origination through exit. Prior to Apollo Management, L.P., Mr. Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp. Mr.
Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was a Senior Partner of Apollo Management, L.P. and its affiliates. Prior to Apollo, Mr. Kaplan was a member of the Investment Banking Department at Donaldson, Lufkin & Jenrette Securities Corp. Mr.
Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation and Co-Chairman of the Ares Management Private Equity Group. He is a member of the Ares Management Executive Management Committee and on the Ares Private Equity Group’s Corporate Opportunities, Asia Private Equity and Special Opportunities Investment Committees. Additionally, Mr.
He serves on the Ares Executive Management Committee, the Ares Board of Directors and multiple Ares Investment Committees including, among others, the Private Equity Group’s Ares Corporate Opportunities and Ares Special Opportunities Investment Committees. Additionally, Mr. Kaplan is the Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation ("AAC") and Ares Acquisition Corporation II (“AACT”). Mr.
The following is a brief summary of the prior business experience of the members of our Supervisory Board: Nora Aufreiter. Ms. Aufreiter was appointed as member and chairperson of our Supervisory Board effective 1 July 2021. She currently serves on the Audit Committee and the Nominating, Governance and Compensation Committee.
Ms. Aufreiter was appointed as member and chairperson of our Supervisory Board effective 1 July 2021. She currently serves on the Audit Committee and the Nominating, Governance and Compensation Committee. She is a former director and senior partner of McKinsey & Company, a global management consulting firm. Throughout her 27 year career at McKinsey, Ms.
Saideman founded Portage Bay Limited, LLC in September 2019 after serving as the General Manager for Amazon, Inc. (e-commerce) in Seattle from November 2013 to November 2016 and January 2019 to August 2019, and in London from November 2016 to December 2018. Prior to joining Amazon, Ms.
(e-commerce) in Seattle from November 2013 to November 2016 and January 2019 to August 2019, and in London from November 2016 to December 2018. Prior to joining Amazon, Ms. Saideman held a series of General Management roles at Mars, Mikasa, Newell Rubbermaid and Campbell Soup.
Agreements regarding the supervisory board and the management board Members of our supervisory board and members of our management board have been appointed pursuant to the terms of Amended and Restated Shareholders’ Agreement. See “ Item 6: Directors , senior management and employees - C. Board practices ” and “
Their tasks are laid down in the rules for procedure of the Supervisory Board, which is available on MYT Netherland’s website. 79 Table of Contents Agreements regarding the Supervisory Board and the Management Board Members of our supervisory board and members of our management board have been appointed pursuant to the terms of Amended and Restated Shareholders’ Agreement.
In June, 2018, Ms. Aufreiter was awarded an Honorary Doctor of Laws at The University of Western Ontario. 75 Table of Contents Dennis Thatcher Gies. Mr. Gies was appointed to our Supervisory Board in September 2020 and currently serves as Chairperson of the Nominating, Governance and Compensation Committee. Mr. Gies is a Managing Director at Roark Capital. Previously, Mr.
In June, 2018, Ms. Aufreiter was awarded an Honorary Doctor of Laws at The University of Western Ontario. David B. Kaplan. Mr. Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation.
Removed
Prior to that, he was Associate Partner at Aquarius Consulting GmbH from April 2010 until December 2011.
Added
Item 6. Directors, Senior Management and Employees A.
Removed
She is a former director and senior partner of McKinsey & Company, a global management consulting firm. Throughout her 27 year career at McKinsey, Ms.
Added
Saideman is the Chief Executive Officer and founder of Portage Bay Limited, LLC, which provides consulting and advisory services. Ms. Saideman founded Portage Bay Limited, LLC in September 2019 after serving as the General Manager for Amazon, Inc.
Removed
Gies was a Partner and Head of the Consumer Private Equity practice at Ares Management, where he was responsible for sourcing and executing investments in private companies in the consumer goods, consumer services, e-commerce, retail, restaurant, leisure and lodging sectors.
Added
Prior to this she spent 14 years at Dyson Technology Ltd, a premium electronics firm. At Dyson, she spent extensive time in East Asia and served as President of the Greater China region. Ms. Tod is a member of the Supervisory Board of AUGA Group AB and a member of the Supervisory board of Robert Walters PLC.
Removed
Prior to joining Ares in 2006, he worked at UBS Investment Bank, where he participated in the execution of a variety of transactions including leveraged buyouts, mergers and acquisitions, dividend recapitalizations and debt and equity financings. Mr.
Added
She also serves on the board of two unlisted companies, PGG, a gaming hardware aggregator and Elvie, a UK health and lifestyle company which develops smart technology for women, In July 2023, she stepped in to serve as interim CEO at Elvie for 6 months. Ms. Tod holds an M.A. in Business and Economics from Wirtschaftsuniversität Vienna, Austria. Sascha Zahnd.
Removed
Gies holds a B.S., magna cum laude, from Virginia Tech in Electrical Engineering and an M.S. from the University of California, Los Angeles, in Electrical Engineering. David B. Kaplan. Mr. Kaplan was appointed to our Supervisory Board in January 2021 and was Chairperson until June 30, 2021. He currently serves as member of the Nominating, Governance and Compensation Committee. Mr.
Added
Mr. Zahnd has been a non-executive member of myTheresa.com board of directors since December 2020 and serves on myTheresa.com Audit Committee. Mr. Zahnd is the former Vice President Global Supply Chain from 2016 to 2019 and Vice President EMEA at Tesla Inc. from 2019 until end of 2020, an automotive and clean energy company. Prior to joining Tesla, Mr.
Removed
Kaplan is the Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation (“AAC”). Mr. Kaplan joined Ares Management in 2003 from Shelter Capital Partners, LLC, where he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr.
Added
Zahnd was the Vice President, Supply & Procurement at ETA S.A./The Swatch Group, a company designing and manufacturing watches and calibers for the watch industry, from 2010 to 2016. From 2001 to 2010, Mr.
Removed
Tod previously served as the co-Chief Executive Officer of ProSiebenSat1 TVD GmbH from April 2019 to July 2020, prior to which she served as the President (Greater) China of Dyson Technology Ltd. from July 2015 to February 2019, where she was responsible for the operational leadership of the Greater China business. Ms.
Added
Zahnd held a series of management positions at IKEA, a multinational conglomerate that designs and sells furniture, appliances and home accessories among other goods and home services. Mr. Zahnd serves on the Board and Audit Committee of Logitech and serves on the Board and Nomination Committee of BernExpo.
Removed
Tod has also served as the Chair of the Supervisory Board of Directors of Virtual Minds AG from April 2019 to April 2020, a member of the Supervisory Board of NUCOM Group SE from April 2019 to March 2020 and a member of the Supervisory Board of Join GmbH from September 2019 to June 2020. Ms.
Added
He also serves as president and a member of the Executive and Steering Committees of the Board of digitalswitzerland, an association and foundation of leading companies, organizations, academia and politics with the goal of establishing Switzerland as a leading global digital innovation hub. Mr.
Removed
Tod is a member of the Supervisory Board of AUGA group since April 2021 and a member of the Advisory Board of Pro Gamers Group since November 2021. Ms. Tod holds an MA in Business and Economics from Wirtschaftsuniversität Wien. Sascha Zahnd. Mr. Zahnd was appointed to our Supervisory Board in December 2020 and currently serves on the Audit Committee.
Added
Zahnd is the former non-executive chairman and a member of the Audit Committee of Valora Holding AG, a Swiss retail holding company, a position he held 2022. Mr. Zahnd holds an Executive MBA degree from IMD Business School in Lausanne and a BA degree in Business Administration from University of Applied Sciences in Basel.
Removed
Mr. Zahnd is the Chairman of the Board of Valora Holding AG, a leading small-scale retailer in the convenience and food service sector, and a member of its Audit Committee. Mr. Zahnd served as Vice President EMEA of Tesla International from December 2019 to May 2020. In May 2016, Mr. Zahnd joined the senior management team of U.S.
Added
The Supervisory Board has established three committees: the Audit Committee, the Compensation Committee and the Nominations, Governance and Sustainability Committee. These committees assist the Supervisory Board in its decision-making and report their findings to the full Supervisory Board, which takes the final decision in all matters.
Removed
Tesla, Inc. in Palo Alto, California, as Vice President Global Supply Chain. Prior to his departure from Tesla in December 2020, he was actively involved in helping to develop future global topics such as mobility, energy, artificial intelligence and Industry 4.0.
Added
See “ Item 6: Directors , senior management and employees - C. Board practices ” and “
Removed
Previously, Sascha Zahnd worked for six years at ETA SA/Swatch Group, where as a member of the Executive Board he was responsible for the global supply chain and the component production plants. In this role, he completely repositioned the entire purchasing and logistics organization and significantly increased production flexibility. Between 2001 and 2010, Mr.
Removed
Zahnd worked for IKEA, initially in Switzerland and then in Sweden, Mexico, the United States and China. He started his career at the retail company as Regional Logistics Manager and went on to hold various roles including Sales Manager and Deputy to the General Manager of IKEA Retail in New York and finally Head Supply Division Asia Pacific in Shanghai.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

58 edited+26 added−7 removed60 unchanged
Biggest changeWe believe that our relations with our employees are good. 86 Table of Contents The following table provides a breakdown of our FTEs by department: ​ ​ ​ ​ As of ​ ​ June 30, 2022 Department: ​ ​ Creative, Customer Experience and Public Relations 200.3 Performance Marketing, CRM and Business Development 68.8 Buying, Merchandising & Planning 89.0 Finance, Human Resources & Management 131.4 IT & Shop Management 96.7 Customer Service, Fulfillment & Logistics 573.0 Retail Stores 37.4 Total 1,196.7 ​ ​ ​ ​ ​ As of ​ ​ June 30, 2022 Geography: ​ Germany 1,074.8 Italy 23.0 United Kingdom 21.0 Spain 58.4 United States of America 19.5 Total 1,196.7 ​ E.
Biggest changeWe believe that our relations with our employees are good. 91 Table of Contents The following table provides a breakdown of our FTEs by department: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ June 30, 2021 June 30, 2022 June 30, 2023 Department: ​ ​ ​ ​ ​ ​ Creative, Customer Experience and Public Relations 157.4 ​ 200.3 ​ 233.7 Performance Marketing, CRM and Business Development 64.3 ​ 68.8 ​ 79.3 Buying, Merchandising & Planning 73.3 ​ 89 ​ 108.4 Finance, Human Resources & Management 95.7 ​ 131.4 ​ 145.2 IT & Shop Management 92.1 ​ 96.7 ​ 131.4 Customer Service, Fulfillment & Logistics 460.2 ​ 573 ​ 694.6 Retail Stores 35.7 ​ 37.4 ​ 39.7 Total 978.9 ​ 1,196.7 ​ 1,432.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ June 30, 2021 June 30, 2022 June 30, 2023 Geography: ​ ​ ​ ​ ​ Germany 883.9 ​ 1,074.80 ​ 1,245.80 Italy 18.8 ​ 23 ​ 32 United Kingdom 21 ​ 21 ​ 32.6 Spain 48.2 ​ 58.4 ​ 82.8 United States of America 7 ​ 19.5 ​ 26 China ​ — ​ — ​ 12 Hong Kong ​ — ​ — ​ 1 Total 978.9 ​ 1,196.7 ​ 1,432.2 ​ E.
According to Articles of Association, the Supervisory Board meets as often as its chairperson or at least two members of the Supervisory Board or the Management Board deem necessary.
According to Articles of Association, the Supervisory Board meets as often as its chairperson or at least two members of the Supervisory Board or the Management Board deem necessary.
Our Articles of Association provide that a quorum of the Supervisory Board members is present if at least half of its members entitled to vote are present or represented during such meeting.
Our Articles of Association provide that a quorum of the Supervisory Board members is present if at least half of its members entitled to vote are present or represented during such meeting.
As set forth in the Audit Committee charter included in the rules of procedure of the Supervisory Board, the Audit Committee’s duties and responsibilities to carry out its purpose, include, among others: ● monitoring effectiveness of the internal risk management and control systems of MYT Netherlands; ● monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit of the financial statements, in particular regarding the selection and independence of the auditor and the additional services to be provided by the auditor; ● monitoring of the Management Board with regard to: (i) the application of information and communication technology by MYT Netherlands, including risks relating to cyber security and data privacy; and (ii) the tax policy of the Company. ● recommendations and proposals to ensure the integrity and quality of the financial reporting process; ● evaluating the qualification, independence and performance of the independent external auditor; ● reviewing and discussing with the external auditor and the Management Board the annual audit plan, including critical accounting policies and practices to be used; ● reviewing and discussing with the external auditor and the Management Board the adequacy and effectiveness of the internal accounting controls and critical accounting policies; ● preparation of the review and discussion with the external auditor and the Management Board the results of the annual audit and the review of the quarterly unaudited financial statements; ● reviewing and discussing with the external auditor and the Management Board any quarterly or annual earnings announcements; ● reviewing and approving, as appropriate, any related party transactions and reviewing and monitoring, investigating and addressing potential conflict of interest or other ethical or compliance situations involving any members of the Management Board or any employee of MYT Netherlands or any of its subsidiaries on an ongoing basis for compliance with the Code of Conduct; ● overseeing procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters; ● reviewing and evaluating the performance of the Audit Committee and its members; and 85 Table of Contents ● preparation of the Supervisory Board’s resolution on the consolidated and unconsolidated financial statements.
As set forth in the Audit Committee charter included in the rules of procedure of the Supervisory Board, the Audit Committee’s duties and responsibilities to carry out its purpose, include, among others: ● monitoring effectiveness of the internal risk management and control systems of MYT Netherlands; ● monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit of the financial statements, in particular regarding the selection and independence of the auditor and the additional services to be provided by the auditor; ● monitoring of the Management Board with regard to: (i) the application of information and communication technology by MYT Netherlands, including risks relating to cyber security and data privacy; and (ii) the tax policy of the Company. ● recommendations and proposals to ensure the integrity and quality of the financial reporting process; ● evaluating the qualification, independence and performance of the independent external auditor; ● reviewing and discussing with the external auditor and the Management Board the annual audit plan, including critical accounting policies and practices to be used; ● reviewing and discussing with the external auditor and the Management Board the adequacy and effectiveness of the internal accounting controls and critical accounting policies; ● preparation of the review and discussion with the external auditor and the Management Board the results of the annual audit and the review of the quarterly unaudited financial statements; ● reviewing and discussing with the external auditor and the Management Board any quarterly or annual earnings announcements; ● reviewing and approving, as appropriate, any related party transactions and reviewing and monitoring, investigating and addressing potential conflict of interest or other ethical or compliance situations involving any members of the Management Board or any employee of MYT Netherlands or any of its subsidiaries on an ongoing basis for compliance with the Code of Conduct; ● overseeing procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters; ● reviewing and evaluating the performance of the Audit Committee and its members; and ● preparation of the Supervisory Board’s resolution on the consolidated and unconsolidated financial statements.
Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power and the right to receive the economic benefit with respect to shares held by that person. The following table is presented as of June 30, 2022. See “ Item 4: Information on the company - C.
Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power and the right to receive the economic benefit with respect to shares held by that person. The following table is presented as of June 30, 2023. See “ Item 4: Information on the company - C.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power or from which the individual has the right to receive the economic benefit as well as any shares that the individual has the right to acquire within 60 days of June 30, 2022 through the exercise of any option, warrant or other right.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power or from which the individual has the right to receive the economic benefit as well as any shares that the individual has the right to acquire within 60 days of June 30, 2023 through the exercise of any option, warrant or other right.
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.
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 June 30, 2022.
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.
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 February 9, 2023.
In addition to our Articles of Association, the Supervisory Board has determined that certain matters will require its prior written consent as set forth in the rules of procedure of the Management Board subject to such thresholds as the Supervisory Board may set by resolution from time to time (unless approved in the business plan or annual budget of the company for the relevant year or if it is part of the ordinary course of business of MYT Netherlands), including, among other matters: ● entering into new lines of business or discontinuing existing lines of business; ● entering into certain large transactions; ● offering and issuing shares and other securities of MYT Netherlands; ● participations, permanent establishments or joint ventures; ● incurring or guaranteeing certain indebtedness; ● hiring, dismissal or modification of employment agreements of executive employees, if the annual gross salary exceeds a certain amount; ● the approval of our budget, including our investment budget, personnel budget as well as our related financing plan; ● any related party transactions; ● the commissioning of external consultants for which the consideration payable to the consultant exceeds such threshold as the Supervisory Board may set by resolution from time to time; ● concluding or amending certain land leases or rental agreements; ● concluding, terminating or amending agreements concerning financial derivative transactions; ● creating, terminating or amending employee incentive compensation programs and equity-based compensation plans; and ● acquiring treasury shares in return for valuable consideration. 84 Table of Contents The Supervisory Board may designate further types of actions requiring its approval.
In addition to our Articles of Association, the Supervisory Board has determined that certain matters will require its prior written consent as set forth in the rules of procedure of the Management Board subject to such thresholds as the Supervisory Board may set by resolution from time to time (unless approved in the business plan or annual budget of the company for the relevant year or if it is part of the ordinary course of business of MYT Netherlands), including, among other matters: ● entering into new lines of business or discontinuing existing lines of business; 87 Table of Contents ● entering into certain large transactions; ● offering and issuing shares and other securities of MYT Netherlands; ● participations, permanent establishments or joint ventures; ● incurring or guaranteeing certain indebtedness; ● hiring, dismissal or modification of employment agreements of executive employees, if the annual gross salary exceeds a certain amount; ● the approval of our budget, including our investment budget, personnel budget as well as our related financing plan; ● any related party transactions; ● the commissioning of external consultants for which the consideration payable to the consultant exceeds such threshold as the Supervisory Board may set by resolution from time to time; ● concluding or amending certain land leases or rental agreements; ● concluding, terminating or amending agreements concerning financial derivative transactions; ● creating, terminating or amending employee incentive compensation programs and equity-based compensation plans; and ● acquiring treasury shares in return for valuable consideration.
Effective for the financial year 2022, the LTI consist of a combination of performance-vesting equity awards and time-vesting equity awards, in each case, which represents the right to receive ADSs following satisfaction of the applicable vesting criteria, for members of the Management Board and the senior management group.
Effective for the financial year 2023, the LTI consist of a combination of performance-vesting equity awards and time-vesting equity awards, in each case, which represents the right to receive ADSs following satisfaction of the applicable vesting criteria, for members of the Management Board and the senior management group.
The significant differences between the corporate governance practices that we follow and those set forth in the NYSE Listed Company Manual are described in Item 16.G Corporate Governance.” 82 Table of Contents Board Composition MYT Netherlands has a two-tiered board structure consisting of the Management Board (bestuur) and the Supervisory Board (raad van commissarissen).
The significant differences between the corporate governance practices that we follow and those set forth in the NYSE Listed Company Manual are described in Item 16.G Corporate Governance.” Board Composition MYT Netherlands has a two-tiered board structure consisting of the Management Board (bestuur) and the Supervisory Board (raad van commissarissen).
The Supervisory Board undertakes an annual evaluation of its own effectiveness and performance, of its Committees and individual members and of the Management Board and its individual members. In May 2022, the evaluation process was conducted internally and supported by the company secretary.
The Supervisory Board undertakes an annual evaluation of its own effectiveness and performance, of its Committees and individual members and of the Management Board and its individual members. In May 2023, the evaluation process was conducted internally and supported by the company secretary.
Related party transactions ” below. The number of shares (or share capital) beneficially owned by each entity, person, management board member and supervisory board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Related party transactions ” below. 92 Table of Contents The number of shares (or share capital) beneficially owned by each entity, person, management board member and supervisory board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Resolutions of our Supervisory Board are passed by a simple majority of the votes cast unless otherwise required by law, our Articles of Association or the rules of procedure of our Supervisory Board. In the event of a tie vote, the proposal is rejected. 78 Table of Contents B.
Resolutions of our Supervisory Board are passed by a simple majority of the votes cast unless otherwise required by law, our Articles of Association or the rules of procedure of our Supervisory Board. In the event of a tie vote, the proposal is rejected. B.
The Supervisory Board may also adopt new or different performance goals at the beginning of the financial year. The gross profit and the adjusted EBITDA goals are set by the Supervisory Board at the beginning of such financial year based on the approved budget for such financial year. 81 Table of Contents LTI.
The Supervisory Board may also adopt new or different performance goals at the beginning of the financial year. The gross profit and the adjusted EBITDA goals are set by the Supervisory Board at the beginning of such financial year based on the approved budget for such financial year. LTI.
A member of the Supervisory Board who serves for only a portion of a given fiscal year or who holds the position of chairman or vice chairman of the Supervisory Board or of chairman of the Audit Committee for only a portion of a given fiscal year shall only be remunerated pro rata. C.
A member of the Supervisory Board who serves for only a portion of a given fiscal year or who holds the position of chairman or vice chairman of the Supervisory Board or of chairman of the Audit Committee for only a portion of a given fiscal year shall only be remunerated pro rata. 85 Table of Contents C.
So long as MYT Holding directly or indirectly owns 25% or more of the issued and outstanding share capital of MYT Netherlands, members of the Supervisory Board will be appointed for a maximum period of four years, provided that, unless a member of the Supervisory Board resigns, dies or is removed earlier or upon his or her appointment a term shorter than four years has been determined, his or her appointment period shall expire at the closing of the annual general meeting that will be held in the fourth calendar year after the year of his or her appointment.
Our Supervisory Board currently consists of seven members. 86 Table of Contents So long as MYT Holding directly or indirectly owns 25% or more of the issued and outstanding share capital of MYT Netherlands, members of the Supervisory Board will be appointed for a maximum period of four years, provided that, unless a member of the Supervisory Board resigns, dies or is removed earlier or upon his or her appointment a term shorter than four years has been determined, his or her appointment period shall expire at the closing of the annual general meeting that will be held in the fourth calendar year after the year of his or her appointment.
The Audit Committee will meet as often as required for a proper functioning of the Audit Committee, but in any event at least four times a year and additionally whenever one or more members have requested a meeting. The Audit Committee will in any event meet before the publication of the annual results.
The Audit Committee will meet as often as required for a proper functioning of the Audit Committee, but in any event at least four times a year and additionally whenever one or more members have requested a meeting.
Martin Beer * * Sebastian Dietzmann * * Gareth Locke * * Isabel May * * All members of our Supervisory Board and Management Board as a group 1,714,494 2.0% * Indicates beneficial ownership of less than 1% of the total outstanding ADSs. Change in Control Arrangements Not applicable. B.
Martin Beer * * Sebastian Dietzmann * * Gareth Locke * * Isabel May * * All members of our Supervisory Board and Management Board as a group 1,900,567 2.2% * Indicates beneficial ownership of less than 1% of the total outstanding ADSs. Change in Control Arrangements Not applicable. B.
The review also covered the performance of the Committees and their effectiveness in achieving objectives and fulfilling their terms of reference. The results of the board evaluation were discussed in the Nominating, Governance and Compensation Committee and subsequently presented to the Supervisory Board and the Management Board by the Chairperson.
The review also covered the performance of the Committees and their effectiveness in achieving objectives and fulfilling their terms of reference. The results of the board evaluation were discussed in the Nominating, Governance and Sustainability Committee and subsequently presented to the Supervisory Board and the Management Board.
The exact number of members of the Supervisory Board shall be determined by the Supervisory Board with due observance of the minimum set out in the Articles of Association. In accordance with Dutch law only natural persons may be appointed as members of the Supervisory Board. Our Supervisory Board currently consists of seven members.
The exact number of members of the Supervisory Board shall be determined by the Supervisory Board with due observance of the minimum set out in the Articles of Association. In accordance with Dutch law only natural persons may be appointed as members of the Supervisory Board.
The Supervisory Board may decide by resolution from time to time that certain actions referred to above will only require its approval if the monetary amount involved exceeds a certain value that has been determined by the Supervisory Board and reported to the Management Board in writing.
The Supervisory Board may designate further types of actions requiring its approval. The Supervisory Board may decide by resolution from time to time that certain actions referred to above will only require its approval if the monetary amount involved exceeds a certain value that has been determined by the Supervisory Board and reported to the Management Board in writing.
Employees As of June 30, 2022, we had a total of 1,238 employees, representing 1,196.7 FTEs, who are primarily employed in Germany. The number of FTEs has increased from 978.9 as of June 30, 2021. We employ temporary personnel to supplement our workforce as business needs arise.
D. Employees As of June 30, 2023, we had a total of 1,432.2 FTEs, who are primarily employed in Germany. The number of FTEs has increased from 1,196.7 as of June 30, 2022 and 978.9 as of June 30, 2021. We employ temporary personnel to supplement our workforce as business needs arise.
We have a broad and diverse team, which was 58% female at the leadership functions and 63.6% female in total with more than 86 different nationalities represented as of June 30, 2022. Working together we strive to exceed our customers’ expectations with a passion for innovation.
We have a broad and diverse team, which was 57 % female at the leadership functions and 63 % female in total with more than 93 different nationalities represented as of June 30, 2023. Working together we strive to exceed our customers’ expectations with a passion for innovation.
The Supervisory Board will prepare a rotation schedule for the members of the Supervisory Board. 83 Table of Contents The general meeting appoints the members of the Supervisory Board.
The Supervisory Board will prepare a rotation schedule for the members of the Supervisory Board. The general meeting appoints the members of the Supervisory Board.
The Supervisory Board is under no obligation to increase any Management Board member’s annual base compensation year over year. STI.
The Supervisory Board is under no obligation to increase any Management Board member’s annual base compensation year over year. 84 Table of Contents STI.
The Audit Committee held nine meetings and discussed regular items such as the interim review of the financial results, accounting, tax, risk, legal and compliance, data protection and privacy, internal controls (SOX), treasury and insurance.
At the meetings regular items such as the interim review of the financial results, accounting, tax, risk management, legal and compliance, data protection and privacy, internal controls (SOX), treasury and insurance were discussed.
As set forth in the charter of the Nominating, Governance and Compensation Committee included in the rules of procedure of the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others: ● preparation of appointment proposals for suitable Management Board and Supervisory Board candidates to be presented to the general meeting of shareholders; ● developing, recommending to the Supervisory Board and monitoring compliance with corporate governance policies; ● if delegated to it, overseeing the evaluation of the Supervisory Board and reporting on its performance and effectiveness; ● reviewing and evaluating the performance of the Nominating, Governance and Compensation Committee and its members ● considering all aspects of compensation and employment terms for the Management Board, making recommendations to and preparing decisions of the Supervisory Board, discussing the terms of new service agreements for the members of the Management Board and amendments to existing agreements, including compensation guidelines, incentive programs, strategy and framework; ● commissioning, when appropriate, an independent review of the compensation guidelines and the compensation packages paid to the members of the Management Board, to ensure that the guidelines reflect the best practices and that the packages remain competitive and in line with market practice; ● presenting an evaluation of the Management Board’s performance and making a recommendation to the Supervisory Board regarding the employment terms and compensation of the Management Board; ● assisting the Supervisory Board in the oversight of regulatory compliance with respect to compensation matters, including monitoring our system for compliance with the relevant provisions of the Dutch Corporate Governance Code and the listing rules of any relevant security exchange upon which ADSs are listed concerning the disclosure of information about compensation for the Management Board and other senior executives; ● reviewing and recommending any severance or similar termination payments proposed to be made to any current or former member of the Management Board; and ● making recommendations to the Supervisory Board with respect to the incentive compensation plans and equity-based compensation plans of MYT Netherlands and discussing and determining amendments to existing plans or the establishment of new management and employee compensation plans. ​ D.
As set forth in the charter of the Compensation Committee included in the rules of procedure of the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others: ● making recommendations regarding the remuneration policy for both the Management Board and the Supervisory Board and monitoring its compliance; ● considering all aspects of compensation and employment terms for the Management Board, making recommendations to and preparing decisions of the Supervisory Board, discussing the terms of new service agreements for the members of the Management Board and amendments to existing agreements, including compensation guidelines, incentive programs, strategy and framework; ● commissioning, when appropriate, an independent review of the compensation guidelines and the compensation packages paid to the members of the Management Board, to ensure that the guidelines reflect the best practices and that the packages remain competitive and in line with market practice; ● presenting an evaluation of the Management Board’s performance and making a recommendation to the Supervisory Board regarding the employment terms and compensation of the Management Board; ● assisting the Supervisory Board in the oversight of regulatory compliance with respect to compensation matters, including monitoring our system for compliance with the relevant provisions of the Dutch Corporate Governance Code and the listing rules of any relevant security exchange upon which ADSs are listed concerning the disclosure of information about compensation for the Management Board and other senior executives; ● reviewing and recommending any severance or similar termination payments proposed to be made to any current or former member of the Management Board; ● administering the MYT Netherlands’s incentive compensation plans and equity compensation plans; and ● making recommendations to the Supervisory Board with respect to the incentive compensation plans and equity-based compensation plans of MYT Netherlands and discussing and determining amendments to existing plans or the establishment of new management and employee compensation plans. ​ Nominations, Governance and Sustainability Committee ​ Our Nominations, Governance and Sustainability Committee is comprised of four persons, one of whom is the chair.
In connection with a Rule 10b5-1 plan, established in December 2021, certain members of our Management Board sold 71,086 of ADSs of the Company’s ADSs on the open market during the fiscal year ended June 30, 2022 at a weighted average price per ADS of $18.59.
In connection with a Rule 10b5-1 plan, established in December 2021, certain members of our Management Board exercised 186,073 (2022: 71,086) Options of the Company’s ADSs on the open market during the fiscal year ended June 30, 2023 at a weighted average exercise price per ADS of $5.79.
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.
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.
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 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.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our shares as of June 30, 2022, by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding shares; ● each member of our management board and our supervisory board; and ● each member of our management board and our supervisory board as a group. 87 Table of Contents For further information regarding material transactions between us and principal shareholders, see “ B.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our shares as of June 30, 2023, by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding shares; ● each member of our management board and our supervisory board; and ● each member of our management board and our supervisory board as a group.
Kaplan — * Marjorie Lao * * Cesare Ruggiero — * Susan Gail Saideman * * Michaela Tod * * Sascha Zahnd * * Nora Aufreiter ​ ​ ​ ​ Members of our Management Board 1,668,837 1.9% Michael Kliger 1,042,901 1.2% Dr.
Kaplan — * Marjorie Lao * * Cesare Ruggiero — * Susan Gail Saideman * * Michaela Tod * * Sascha Zahnd * * Nora Aufreiter ​ ​ ​ ​ Members of our Management Board 1,854,910 2.1% Michael Kliger 1,228,974 1.4% Dr.
The following table summarizes the main features of the annual plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Plan Type of arrangement Supervisory Board Members plan Long-Term Incentive Plan ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Award Restricted Shares ​ Time-vesting RSUs Non-market performance RSUs Date of first grant ​ January 20, 2021 July 1, 2021 February 9, 2022 July 1, 2021 ​ July 1, 2021 Number granted ​ 15,384 ​ 7,393 ​ 22,880 ​ 32,219 ​ 59,836 Vesting conditions ​ The restricted shares are scheduled to vest in full on December 31, 2021. ​ The restricted shares are scheduled to vest in full on June 30, 2022. ​ The restricted shares are scheduled to vest in full on February 9, 2023. ​ Graded vesting of 1/3 of the time vesting RSUs over the next three years. ​ 3 year’s services from grant date and achievement of a certain level of cumulative gross profit. ​ 80 Table of Contents MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan In connection with the IPO we adopted the 2020 Plan, under which we granted equity-based awards in order to attract, motivate and retain employees and other service providers, align the interests of such persons with our shareholders, and promote ownership of our equity or pay incentive compensation, including incentive compensation measured by reference to the value of our equity.
The following table summarizes the main features of the annual plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of arrangement Supervisory Board Members plan ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Award Restricted Shares / Restricted Share Units Date of first grant ​ January 20, 2021 July 1, 2021 February 9, 2022 July 1, 2022 ​ May 8, 2023 Number granted ​ 15,384 ​ 7,393 ​ 22,880 ​ 11,467 ​ 67,264 Vesting conditions ​ The restricted shares vested in full on December 31, 2021. ​ The restricted shares vested in full on June 30, 2022. ​ The restricted shares vested in full on February 8, 2023. ​ The restricted shares vested in full on June 30, 2023 ​ The restricted share Units are scheduled to vest in full on May 8, 2024 ​ MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan In connection with the IPO we adopted the 2020 Plan, under which we granted equity-based awards in order to attract, motivate and retain employees and other service providers, align the interests of such persons with our shareholders, and promote ownership of our equity or pay incentive compensation, including incentive compensation measured by reference to the value of our equity.
Related Party Transactions ​ Ordinary Course Transactions with Related Persons As of June 30, 2022, Mytheresa Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €213 thousand. Further, Mytheresa Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €838 thousand.
Related Party Transactions Ordinary Course Transactions with Related Persons As of June 30, 2023, Mytheresa Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €213 thousand. Further, Mytheresa Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €838 thousand. These balances resulted from various intercompany charges incurred before July 2020.
Compensation Management Board Members The amount of compensation, including benefits in kind, accrued or paid to our management board members with respect to their service on the management board in the year ended June 30, 2022 was in total combined € 43,716 thousand (previous year: €67,586 thousand).
Compensation Management Board Members The amount of compensation, including benefits in kind, accrued or paid to our management board members with respect to their service on the management board in the year ended June 30, 2023 was in total combined €26,077 thousand (previous year: €43,716 thousand). See note 26 in the Notes in the Consolidated Financial Statements for further details.
These balances resulted from various intercompany charges incurred before July 2020. 88 Table of Contents Agreements with Management and Supervisory Board Members For a description of our agreements with members of our Management Board and Supervisory Board, please see the sections of this Annual Report captioned “ Management-Remuneration of Supervisory Board Members ” and “ Management-Remuneration of the Members of Our Management Board .” C.
Agreements with Management and Supervisory Board Members For a description of our agreements with members of our Management Board and Supervisory Board, please see the sections of this Annual Report captioned “ Management-Remuneration of Supervisory Board Members ” and “ Management-Remuneration of the Members of Our Management Board .” 93 Table of Contents C.
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 the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price of the grant date.
In addition, there were in depth discussions about risk management including the risk management policy, internal controls over financial reporting, internal audit, cyber security and data protection. The Audit Committee approved services to be provided by the external auditor KPMG. The external auditor was present at five meetings. The Audit Committee met twice with the external auditor without management present.
In addition, there were in depth discussions about the design and operation of the internal control framework and risk management of MYT Netherlands, internal audit, cyber security and data protection. The Audit Committee approved services to be provided by the external auditor KPMG. The external auditor was present at five meetings.
Share Ownership See “ Item 7: Major shareholders and related party transactions - A. Major Shareholders, ” and see “ Item 6: Directors, senior management and employees - B. Compensation ”. Item 7: Major shareholders and related party transactions A.
Share Ownership See “ Item 7: Major shareholders and related party transactions - A. Major Shareholders, ” and see “ Item 6: Directors, senior management and employees - B. Compensation ”. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable Item 7: Major shareholders and related party transactions A.
Supervisory Board Members The amount of compensation, including benefits in kind, accrued or paid to our supervisory board members with respect to the year ended June 30, 2022 was in total combined €1,162 thousand. iii) Annual Plan Supervisory Board Members Plan Under this share-based payment program a certain number of restricted share awards was granted to supervisory board members.
Graded vesting of 1/3 of the time vesting RSUs over the next three years. 3 year’s services from grant date and achievement of a certain level of cumulative gross profit. ​ Supervisory Board Members The amount of compensation, including benefits in kind, accrued or paid to our supervisory board members with respect to the year ended June 30, 2023 was in total combined €773 thousand (previous year: €1,162 thousand). iii) Annual Plans Supervisory Board Members Plan Under this share-based payment program a certain number of restricted share awards was granted to supervisory board members.
Activities of and evaluation by the Supervisory Board The Supervisory Board provides oversight, evaluates progress and performance, maintains a sound and transparent system of checks and balances and advises the Management Board, when appropriate.
Activities of and evaluation by the Supervisory Board The Supervisory Board provides oversight, evaluates progress and performance, maintains a sound and transparent system of checks and balances and advises the Management Board, when appropriate. It oversees the steps taken by the Management Board to formulate a sustainability and ESG strategy that is appropriate for MYT Netherlands.
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. 79 Table of Contents Out of the granted RSUs, 32,219 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 59,836 RSUs; “non-market performance RSUs” will be subject to a time and performance based vesting.
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.
At the meetings standard items like financial and operational performance, governance and compliance and risks associated with operations, IR updates and reports from the committees were discussed. The budget for the upcoming year fiscal year 2023 was approved. In July 2021, Marjorie Lao was appointed as vice-chairperson of the Supervisory Board.
At the meetings standard items like financial and operational performance, governance and compliance and risks associated with operations, IR updates and reports from the committees were discussed. The budget for the upcoming year fiscal year 2024 was approved. The Supervisory Board discussed the company strategy, it received updates on the logistics infrastructure and on cyber security.
The focus is on long-term value creation to the best interest of all stakeholders of the company. 77 Table of Contents In fiscal year 2022, the Supervisory Board held eight meetings all with an in-person or virtual attendance of 100%.
The focus is on long-term sustainable value creation to the best interest of all stakeholders of the company. In fiscal year 2023, the Supervisory Board held thirteen meetings. All but three meetings had a (virtual) attendance of 100%, at three meetings (virtual) attendance was 85%.
The Audit Committee discussed the Dutch statutory accounts for financial year 2021 in the presence of KPMG, the appointment of the external auditor and the quarterly financial statements and the earnings announcements. An internal audit function was established the second half of fiscal year 2022 by the Management Board and a head of internal audit was appointed.
The Audit Committee met twice with the external auditor without management present. The Audit Committee discussed the Dutch statutory accounts for financial year 2022 in the presence of KPMG, the appointment of the external auditor and the quarterly financial statements and the earnings announcements.
Restoration Grant Under this share-based payment program, 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 but are subject to transfer restrictions after conversion.
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.
Also in May 2022, the Supervisory Board approved the short-term incentive plan (“STI”) for fiscal year 2023, the long-term incentive plan “LTI”) for fiscal year 2023 and the Management Board compensation for fiscal year 2023. After each meeting, the Supervisory Board met without management present.
In June 2023, the Supervisory Board approved the short-term incentive plan (“STI”) for fiscal year 2024 and the long-term incentive plan “LTI”) for 2024- 2026. After each meeting, the Supervisory Board met without management present. The Audit Committee held seven meetings all with a (virtual) attendance of nearly 100%.
In line with the recommendation of the Audit Committee, the Supervisory Board approved the appointment. The head of internal audit reports to the CFO and also has direct access to the Audit Committee, the Chairperson of the Audit Committee and the external auditor. The head of internal audit attends the meetings of the Audit Committee on a quarterly basis.
The head of internal audit reports functionally to the Management Board and the Audit Committee and administratively to the CFO and also has direct access to the Audit Committee, the Chairperson of the Audit Committee and the external auditor.
The Supervisory Board discussed the company strategy, the ESG framework of the company, it received updates on the logistics infrastructure and on cyber security. The Supervisory Board discussed the Company strategy in February 2022 during an all-day meeting and the Strategy Plan and the strategy initiatives were approved by the Supervisory Board in May 2022.
The Supervisory Board discussed the Company strategy in February 2023 during an all-day meeting and the Strategy Plan and the strategy initiatives were approved by the Supervisory Board in February 2023. The amended and restated rules of procedure for the Supervisory Board were approved in February 2023.
All equity instruments that were granted under the IPO related award package and the annual plan are accounted for as equity-settled plans in accordance with IFRS 2. i) IPO Related One-Time Award Package Alignment Grant Under this share-based payment program, the options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021).
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. 81 Table of Contents i) IPO Related One-Time Award Package Alignment Grant Under this share-based payment program, the options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021).
Item 7: Major shareholders and related party transactions - B. Related party transactions ”. Changes to our Supervisory Board and Committees in fiscal year 2022 Nora Aufreiter was appointed as member of the Supervisory Board and she was subsequently appointed as its Chairperson and member of the Nominating, Governance and Compensation Committee effective July 1, 2021.
Item 7: Major shareholders and related party transactions - B. Related party transactions ”. Changes to our Supervisory Board in fiscal 2023 Effective on 27 October 2022, Dennis Gies stepped down as member of the Supervisory Board.
Our management board held the following shares and/or options (both vested and unvested) as of June 30, 2022: a) Description of share-based compensation arrangements In connection with the IPO, share-based compensation programs were granted in January 2021 among others to the management board members and supervisory board members. Those members were granted an IPO related award package.
Our management board held the following shares and/or options (both vested and unvested) as of June 30, 2023: 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.
Set forth in the table below are the current members of each committee. ​ ​ ​ ​ Name of Committee Current Members Audit Committee Marjorie Lao (Chairperson) ​ Nora Aufreiter ​ Susan Gail Saideman ​ Sascha Zahnd ​ ​ ​ Nominating, Governance and Compensation Committee Dennis Gies (Chairperson) ​ ​ David B. Kaplan ​ ​ Cesare J.
Their tasks are laid down in the rules for procedure of the Supervisory Board, which is available on MYT Netherland’s website. ​ ​ ​ Name of Committee Current Members Audit Committee Marjorie Lao (Chairperson) ​ Nora Aufreiter ​ Susan Gail Saideman ​ Sascha Zahnd Compensation Committee Michaela Tod (Chairperson) ​ ​ David B. Kaplan ​ ​ Cesare J.
Ruggiero ​ ​ Michaela Tod ​ ​ Nora Aufreiter ​ Audit Committee The Audit Committee is comprised of four persons, one of whom is the chair.
Ruggiero ​ ​ Nora Aufreiter Nominations, Governance and Sustainability Committee ​ Susan Saideman (Chairperson) ​ ​ David B. Kaplan ​ ​ Cesare J. Ruggiero ​ ​ Nora Aufreiter ​ 88 Table of Contents Audit Committee The Audit Committee is comprised of four persons, one of whom is the chair.
The Nominating, Governance and Compensation Committee discussed the STI and LTI for FY23. The Supervisory Board considers the evaluation of the boards, its committees and its members to be an important aspect of corporate governance.
A design for a new long-term incentive plan was developed which was recommended for approval to the Supervisory Board. A proposal for the amendment and restatement of the remuneration policy was recommended to the Supervisory Board for approval. The Supervisory Board considers the evaluation of the boards, its committees and its members to be an important aspect of corporate governance.
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. ii) Annual Plan Long-Term Incentive Plan Under this share-based payment program, 92,055 restricted share units (“RSUs”) were granted to our management board.
Overall, 1,597,751 phantom shares were granted to the management board members. ii) Annual Plans Long-Term Incentive Plan As of July 1, 2021, 92,055 restricted share units (“RSUs”) were granted to our management board.
Nominating, Governance and Compensation Committee Our Nominating, Governance and Compensation Committee is comprised of five persons, one of whom is the chair.
The Audit Committee will in any event meet before the publication of the annual results. 89 Table of Contents Compensation Committee Our Compensation Committee is comprised of four persons, one of whom is the chair.
Removed
She was appointed member of the Audit Committee in July 2021. Also in July 2021, Marjorie Lao was appointed as Vice Chairperson of the Supervisory Board. On 19 January 2022, Dennis Gies and Cesare Ruggiero stepped down as members of the Audit Committee.
Added
Also in October 2022, the Nominating, Governance and Compensation Committee was split into two separate committees: the Compensation Committee and the Nominations, Governance and Sustainability Committee were established by the Supervisory Board.
Removed
In July 2021, Nora Aufreiter was appointed as member of the Audit Committee. Messrs. Gies and Ruggiero stepped down as members of the Audit Committee in January 2022.
Added
Michaela Tod was appointed as Chairperson of the Compensation Committee effective September 2022 and Susan Saideman was appointed as the first Chairperson of the Nominations, Governance and Sustainability Committee effective October 2022.
Removed
The Nominating, Governance and Compensation Committee met in September, November, February and May 2022 and discussed diversity and inclusion, payout on the STI fiscal year 2021, succession planning and leadership bench, the MYT Insider Trading Policy, the appointment of a president for MYT APAC, the employee opinion survey results and the annual board evaluation.
Added
At all times, the composition of the Supervisory Board was such that the members were able to act critically and independently of one another as provided for under best practice provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code.
Removed
In addition, the Chairperson conducted individual performance reviews with each member of the Management Board and of the Supervisory Board. In addition, the performance of the Chairperson was evaluated.
Added
During fiscal year 23, two sustainability updates were presented to the Supervisory Board: one in September 2022 on the achievements of fiscal year 22 and to present the progresses and next steps of the ESG framework and the draft of the first ESG report, and the second in February 2023 to present the sustainability progress of the first months of the fiscal year.
Removed
See note 26 in the Notes in the Consolidated Financial Statements for further details.
Added
The Supervisory Board approved a proposal for a new design of the long-term incentive plan and the remuneration policy based on the recommendation of the Compensation Committee. The proposals will be submitted to the general meeting in November 2023 for approval.
Removed
The phantom shares can be converted into ADSs up to 10 years after the grant date. Overall, 1,597,751 phantom shares were granted to the management board members.
Added
The Audit Committee recommended the MYTE internal audit charter for approval to the Supervisory Board and the Supervisory Board subsequently approved the MYTE internal audit charter in May 2023.
Removed
Supervisory Board Committees As set forth in their respective charters included in the rules of procedure of the Supervisory Board, the Supervisory Board has established an Audit Committee and a Nominating, Governance and Compensation Committee.
Added
The head of internal audit has direct access to the Audit Committee and reports periodically to the Audit Committee regarding the conformance of the Internal Audit Department’s activities under the Code of Ethics and the International Standards for Professional Practice of Internal Auditing.
Added
The Audit Committee approved the internal audit plan for fiscal years 2023 – 2024 in October 2022 which was subsequently submitted to the Supervisory Board for its approval. 80 Table of Contents The Compensation Committee met in September, October and December 2022 and in February and May 2023.
Added
The Compensation Committee engaged Korn Ferry to provide support in reviewing the market competitiveness of the remuneration levels of the management team and the supervisory directors as well as the retention power of the outstanding long-term incentive plans. Korn Ferry performed a remuneration level benchmark regarding management team positions and supervisory board positions.
Added
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.
Added
Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees.
Added
Restoration Grant Under this share-based payment program, phantom shares were granted to the management board members. Each phantom share represents the right of the grantee to receive one ADS in exchange for a phantom share.
Added
Out of the granted RSUs, 32,219 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 59,836 RSUs; “non-market performance RSUs” will be subject to a time and performance based vesting.
Added
As of July 1, 2022, 294,424 restricted share units ("RSUs") were granted to our management board. 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.
Added
Out of the granted RSUs, 103,048 RSUs; "time-vesting RSUs" will be subject to a time-based vesting and 191,376 RSUs; "non-market performance RSUs" will be subject to a time and performance-based vesting.

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