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What changed in LuxExperience B.V.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of LuxExperience B.V.'s 2023 and 2024 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 2024 report.

+495 added−600 removedSource: 20-F (2024-09-12) vs 20-F (2023-09-14)

Top changes in LuxExperience B.V.'s 2024 20-F

495 paragraphs added · 600 removed · 260 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

82 edited+38 added−137 removed356 unchanged
Biggest changeIf we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could be adversely affected. 38 Table of Contents If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our securities.
Biggest changeIf we are not successful in remediating our internal control over financial reporting or our disclosure controls and procedures are not effective or if another material weakness arises in the future, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our securities.
In this regard, we are investing in and establishing a modular e-commerce platform to enhance our online customer experience and to allow us react faster and independently across our front- and back-ends. To minimize the risk of disruption during this upgrade, we instituted a modular approach that allows us to migrate one capability at a time.
In this regard, we are investing in and establishing a modular e-commerce platform to enhance our online customer experience and to allow us to react faster and independently across our front- and back-ends. To minimize the risk of disruption during this upgrade, we instituted a modular approach that allows us to migrate one capability at a time.
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.
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, negatively impact our profitability and have a material adverse effect on our business, financial condition and results of operations.
For example, the European Commission recently adopted new distribution rules (known as the new Vertical Block Exemption and Vertical Guidelines), which came into force on 1 June 2022, which explicitly address the growth of e-commerce and the evolution of the online platform economy, which may adversely affect our relationships with brand partners.
For example, the European Commission adopted distribution rules (known as the new Vertical Block Exemption and Vertical Guidelines), which came into force on 1 June 2022, which explicitly address the growth of e-commerce and the evolution of the online platform economy, which may adversely affect our relationships with brand partners.
We compete for customers primarily with other global multi-brand online luxury retailers and online marketplaces, luxury mono-brand retailers and luxury multi-brand retailers, and to a lesser extent specialty retailers, department stores, apparel chains, stand-alone boutiques, traffic aggregators, luxury pre-owned and consignment stores, off-price retailers and flash sale websites.
We compete for customers primarily with other global multi-brand online luxury retailers and online marketplaces, luxury mono-brand retailers and luxury multi-brand retailers, and to a lesser extent specialty retailer, department stores, apparel chains, stand-alone boutiques, traffic aggregators, luxury pre-owned and consignment stores, off-price retailers and flash sale websites.
For example, we currently maintain Instagram, Facebook, Twitter, Pinterest, YouTube, Weibo, WeChat, and Naver accounts. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on new or emerging popular social media platforms.
For example, we currently maintain TikTok, Instagram, Facebook, Twitter, Pinterest, YouTube, Weibo, WeChat, and Naver accounts. As existing e-commerce and social media platforms continue to rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on new or emerging popular social media platforms.
Additionally, the ongoing crisis related to Russia’s war in Ukraine has resulted in the application of enhanced sanctions against Russia by a number of jurisdictions, including the United States, United Kingdom, and European Union, and vice versa.
The ongoing crisis related to Russia’s war in Ukraine has resulted in the application of enhanced sanctions against Russia by a number of jurisdictions, including the United States, United Kingdom, and European Union, and vice versa.
For example, European Union Member States unanimously adopted the EU Pillar II Directive in December 2022, requiring all EU Member States to implement these Pillar II rules. It is also possible that a unified approach will not be agreed upon while a significant number of countries enact new unilateral tax measures without mechanisms to avoid double taxation.
For example, European Union Member States unanimously adopted the EU Pillar II Directive in December 2023, requiring all EU Member States to implement these Pillar II rules. It is also possible that a unified approach will not be agreed upon while a significant number of countries enact new unilateral tax measures without mechanisms to avoid double taxation.
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.
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; 36 Table of Contents ● 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.
As a result, our business and results of operations are subject to global economic conditions and their impact on customer discretionary spending.
As a result, our business and results of operations are subject to global economic and political conditions and their impact on customer discretionary spending.
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.
We generate a portion of our net sales (approximately 2% in fiscal 2024) 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.
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.
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 centers.
For example, if any such disaster were to impact our flagship store or distribution centers in Heimstetten or Leipzig, Germany, our results of operations could be adversely affected. Customer purchases of discretionary items, including the merchandise that we offer, may decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in customer confidence.
For example, if any such disaster were to impact our flagship store or distribution centers, our results of operations could be adversely affected. Customer purchases of discretionary items, including the merchandise that we offer, may decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in customer confidence.
As a result this may increase the costs our customers would have to pay for our offering or us reducing our margin we generate with our offerings, which would adversely affect our results of operations. We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing shareholders.
As a result this may increase the costs our customers would have to pay for our offering or us reducing our margin we generate with our offerings, which would adversely affect our results of operations. 37 Table of Contents We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing shareholders.
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.
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.
In addition, any changes in service levels from our Hosting Providers may adversely affect our ability to meet our customers’ requirements. Our increased reliance on cloud-based services may subject us to increased risk of slowdown or interruption as a result of integration with such services or failures by such third parties, which are out of our control.
In addition, any changes in service levels from our Hosting Providers may adversely affect our ability to meet our customers’ requirements. 24 Table of Contents Our increased reliance on cloud-based services may subject us to increased risk of slowdown or interruption as a result of integration with such services or failures by such third parties, which are out of our control.
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.
Upon reception of all goods within our distribution centers, 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.
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.
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.
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.
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. 18 Table of Contents Increased merchandise returns above current levels could harm our business. We allow our customers to return products, subject to our return policy.
If we fail to continue to increase our net sales and grow our overall business, our business, financial condition, results of operations and prospects could be adversely affected. We are also required to manage numerous relationships with various brand partners and other third parties.
If we fail to continue to increase our net sales and grow our overall business, our business, financial condition, results of operations and prospects could be adversely affected. 16 Table of Contents We are also required to manage numerous relationships with various brand partners and other third parties.
If we suffer a loss of, or disruption in, our distribution facilities, our business and operations could be adversely affected. Our ability to timely deliver merchandise to customers is primarily dependent on two distribution facilities in Heimstetten and Leipzig as well as certain brand partners who fulfill orders directly.
If we suffer a loss of, or disruption in, our distribution centers, our business and operations could be adversely affected. Our ability to timely deliver merchandise to customers is primarily dependent on two distribution centers as well as certain brand partners who fulfill orders directly.
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.
Although we recently opened the distribution center 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.
These laws and regulations, which may be mandatory, have the potential to impact our operations indirectly as a result of required compliance by our brand partners and the manufacturers of their products.
This and similar laws and regulations, which may be mandatory, have the potential to impact our operations indirectly as a result of required compliance by our brand partners and the manufacturers of their products.
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.
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, Hamas-Israel War, 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 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.
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.
Since its last increase effective as from October 1, 2022 the minimum wage is currently €12 per hour. The Minimum Wage Commission’s recommendation is subject to Government approval. Several German political parties are calling for a significant increase.
Since its last increase effective as from January 1, 2024 the minimum wage is currently €12.41 per hour. The Minimum Wage Commission’s recommendation is subject to Government approval. Several German political parties are calling for a significant increase.
CPRA imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data for cross-context behavioral advertising. CPRA was signed into law on December 16, 2020 with most provisions not coming into effect until January 2023.
The CPRA imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data for cross-context behavioral advertising. CPRA was signed into law on December 16, 2020 with most provisions haven’t come into effect by January 2023.
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 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.
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.
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.
Since our inception, we have rapidly increased our employee headcount to support the growth of our business. As of June 30, 2023, we had a total of 1,432.2 employees, an increase from 1,196.7 FTEs as of June 30, 2022, and we have expanded across all areas of our business.
Since our inception, we have rapidly increased our employee headcount to support the growth of our business. As of June 30, 2024, we had a total of 1,817 employees, an increase from 1,432 FTEs as of June 30, 2023, and we have expanded across all areas of our business.
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.
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; 22 Table of Contents ● 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.
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.
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 2024, the top 3.7% of our customers accounted for approximately 39.2% of our gross sales.
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.
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.
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.
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 ● work with, be acquired by, or come under the control of, our competitors. 14 Table of Contents Any of these factors could have an adverse impact on our relationships with such brand partners and the volume or timing of our purchases from such brand partners and could adversely affect our business, financial condition, results of operations and prospects.
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.
These reasons include those described in these risk factors as well as the following: ● fluctuations in gross profit margin as a result of price competition with struggling or exiting competitors selling similar goods at deeply discounted prices; ● 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.
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”).
The CCPA implementing regulations are being supplemented by the California Privacy Protection Agency, which was established in 2021 to enact the California Privacy Rights Act (“CPRA”).
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.
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 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.
Other changes to the international trade regulations could affect our ability to acquire products from specific sources or suppliers and/or our ability to deliver our products to customers in specific countries. 34 Table of Contents 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.
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.
If existing customers no longer find our offerings appealing or shift their shopping and purchasing preferences back to brick-and-mortar stores, 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.
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.
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.
As a result, the effects of climate change could have an adverse impact on our business and results of operations. In many countries, governmental bodies are increasingly enacting legislation and regulations in response to the potential impacts of climate change.
As a result, the effects of climate change could have an adverse impact on our business and results of operations. 23 Table of Contents In many countries, governmental bodies are increasingly enacting legislation and regulations in response to the potential impacts of climate change and other ESG concerns such as human rights.
Over the long term, we may be unable to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans and to recruit qualified managerial and operational personnel to support our expansion plans.
We expect that our current and projected capacity will support our near-term growth plans. Over the long term, we may be unable to locate suitable facilities on commercially acceptable terms in accordance with our expansion plans and to recruit qualified managerial and operational personnel to support our expansion plans.
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.
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 our investments in such personal events do not generate sufficient net sales growth from our top customers, if we are unable to retain our most valued customers or if they do not purchase an amount of merchandise sufficient to grow our business, we may not be able to generate the necessary growth to drive beneficial network effects with our brand partners, our net sales may decrease and our business, financial condition and results of operations may be adversely affected.
If our investments in such personal events do not generate sufficient net sales growth from our top customers, if we are unable to retain our most valued customers or if they do not purchase an amount of merchandise sufficient to grow our business, we may not be able to generate the necessary growth to drive beneficial network effects with our brand partners, our net sales may decrease and our business, financial condition and results of operations may be adversely affected. 12 Table of Contents Our failure to maintain strong relationships with our brand partners could limit our ability to provide differentiated luxury merchandise and harm our business and prospects.
As part of our ongoing business strategy we expect to introduce new products in our traditional product categories of clothing, shoes, bags and accessories, while also expanding our product launches into adjacent categories in which we may have little to no operating experience.
As part of our ongoing business strategy we expect to introduce new products in our traditional product categories of clothing, shoes, bags and accessories, while also expanding our product launches into adjacent categories in which we may have little to no operating experience. Mytheresa Kids, Mytheresa Men and Mytheresa Life expand our curated offering to these large and underserved categories.
We have grown rapidly, with our net sales increasing from €698.4 million in fiscal 2022 to €768.6 million in fiscal 2023. To effectively manage our growth, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and information systems and expand, train and manage our employee base.
We have grown rapidly, with our net sales increasing from €766.0 million in fiscal 2023 to €840.9 million in fiscal 2024. To effectively manage our growth, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and sales information systems and expand, train and manage our employee base.
Furthermore, as laws and regulations rapidly evolve to govern the use of these platforms, the failure by us or our employees to abide by applicable laws and regulations in the use of these platforms or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effect on our business, financial condition and results of operations.
Furthermore, as laws and regulations rapidly evolve to govern the use of these platforms, the failure by us or our employees to abide by applicable laws and regulations in the use of these platforms or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effect on our business, financial condition and results of operations. 11 Table of Contents We are also subject to certain risks due to our reliance on digital channels in our advertising efforts.
Other brand partners may, in the future, also restrict our ability to sell their products in certain regions. Our failure to offer our brand partners the ability to present their products in a manner that preserves brand integrity could have an adverse impact on our relationships with such brand partners.
Our failure to offer our brand partners the ability to present their products in a manner that preserves brand integrity could have an adverse impact on our relationships with such brand partners.
We are exposed to market risk from fluctuations in foreign currencies. Material portions of our net sales and expenses have been generated by our operations outside the European Union, and we expect that these operations will account for a material portion of our net sales and expenses in the future.
Material portions of our net sales and expenses have been generated by our operations outside the European Union, and we expect that these operations will account for a material portion of our net sales and expenses in the future.
Existing customers may also decrease their purchases or close their accounts altogether. We could also face potential liability and litigation, which may not be adequately covered by insurance. Any of these results could harm our growth prospects, our business and our reputation.
Existing customers may also decrease their purchases or close their accounts altogether. We could also face potential liability and litigation, which may not be adequately covered by insurance.
Recent case law has also increased requirements in relation to international transfers of personal data. In addition, there are mandatory data breach notification requirements and significantly increased penalties for non-compliance with each regime.
Recent case law has also increased requirements in relation to international transfers of personal data. In addition, there are mandatory data breach notification requirements and significantly increased penalties for non-compliance with each regime. We have been required to comply with GDPR and the UK GDPR since January 1, 2021.
In addition, operating and optimizing our fulfillment network comes with potential risks, such as workplace safety issues and employment claims for the failure or alleged failure to comply with labor laws or laws respecting union organizing activities.
In addition, operating and optimizing our fulfillment network comes with potential risks, such as workplace safety issues and employment claims for the failure or alleged failure to comply with labor laws or laws respecting union organizing activities. Any such issues may result in delays in shipping times or packing quality, and our reputation and results of operations may be harmed.
Search engine companies may also determine that we are not in compliance with their guidelines and penalize us in their algorithms. Even with an increase in marketing spend to offset any loss in search engine optimization traffic as a result of algorithm changes, the recovery period in organic traffic may span multiple quarters or years.
Even with an increase in marketing spend to offset any loss in search engine optimization traffic as a result of algorithm changes, the recovery period in organic traffic may span multiple quarters or years.
Some factors that may negatively influence customer spending include high levels of unemployment, increased inflation, higher customer debt levels, reductions in net worth, adverse health developments, declines in asset values and related market uncertainty, home foreclosures and reductions in home values, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices, fluctuations in foreign exchange rates and national and global geo-political and economic uncertainty, including in connection with tariffs or trade laws.
Some factors that may negatively influence customer spending include high levels of unemployment, increased inflation, higher customer debt levels, reductions in net worth, adverse health developments, declines in asset values and related market uncertainty, home foreclosures and reductions in home values, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices, fluctuations in foreign exchange rates and national and global geopolitical and economic uncertainty, including in connection with tariffs or trade laws. 13 Table of Contents Economic conditions in any jurisdiction may be affected by changes in political and economic policies due to frequent elections and changes in government, such as recent events in the United Kingdom, France and potentially the United States.
We may be unable to accurately forecast net sales and appropriately plan our expenses in the future. We base our current and future expense levels on our operating forecasts and estimates of future net sales, gross margins and bottom-up estimates of functional cost increases.
We base our current and future expense levels on our operating forecasts and estimates of future net sales, gross margins and bottom-up estimates of functional cost increases.
Our results of operations could be adversely affected by natural disasters, public health crises, political crises or other catastrophic events.
These events and their impacts could otherwise disrupt and adversely affect our operations and could materially adversely affect our financial performance. Our results of operations could be adversely affected by natural disasters, public health crises, political crises or other catastrophic events.
If we are unable to acquire new customers who purchase an amount of merchandise sufficient to grow our business, we may not be able to generate the necessary growth to drive beneficial network effects with our brand partners, our net sales may decrease, and our business, financial condition and results of operations may be adversely affected. 12 Table of Contents Our failure to retain existing customers or to maintain average order value or customer spending levels may impair our net sales growth, which could have a material adverse effect on our business and results of operations.
If we are unable to acquire new customers who purchase an amount of merchandise sufficient to grow our business, we may not be able to generate the necessary growth to drive beneficial network effects with our brand partners, our net sales may decrease, and our business, financial condition and results of operations may be adversely affected.
Such conditions may result in reduced customer traffic and spending in our store, physical damage to our store, loss of inventory or closure of our store. Any of these factors may disrupt our business and adversely affect our business, financial condition and results of operations.
Such conditions may result in reduced customer traffic and spending in our store, physical damage to our store, loss of inventory or closure of our store.
Furthermore, compensation for, or indemnification from, damages resulting from capacity constraints or other limitations of our contractual partners might be limited due to contractual exclusions, limitations of liability or warranty provisions. 24 Table of Contents If sensitive information about our customers is disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks, our customers may curtail use of our sites, we may be unable to process or fulfill orders, we may lose or be unable to access data, we may be exposed to liability and our reputation would suffer.
If sensitive information about our customers is disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks, our customers may curtail use of our sites, we may be unable to process or fulfill orders, we may lose or be unable to access data, we may be exposed to liability and our reputation would suffer.
In the event of such a personal data breach, we could be required to notify applicable government authorities and/or potential victims and could face continued governmental investigations, fines and private claims for compensation from individuals whose personal data was involved. 25 Table of Contents Customer growth and activity on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.
In the event of such a personal data breach, we could be required to notify applicable government authorities and/or potential victims and could face continued governmental investigations, fines and private claims for compensation from individuals whose personal data was involved.
We cannot assure you that we will be successful or that any final determination will not be materially different from the treatment reflected in our historical income tax liabilities and accruals, which could materially and adversely affect our financial condition and results of operations. ​ 37 Table of Contents Our tax burden could increase due to changes in tax laws, tax rates, tax practice, tax treaties, or tax regulations, their application or interpretation, or as a result of future tax audits.
We cannot assure you that we will be successful or that any final determination will not be materially different from the treatment reflected in our historical income tax liabilities and accruals, which could materially and adversely affect our financial condition and results of operations.
As of the date of this report, tariffs have not had a significant impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations.
As of the date of this report, tariffs have not had a significant impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations. 35 Table of Contents Any failure by us or our brand partners to comply with product safety, labor or other laws, or to provide safe conditions for our or their workers may damage our reputation and brand and harm our business.
Our customers must have the ability to access our sites at any time, without interruption or degradation of performance. Our Hosting Providers run their own platforms upon which our sites and products depend, and we are, therefore, vulnerable to service interruptions at each Hosting Provider.
Our Hosting Providers run their own platforms upon which our sites and products depend, and we are, therefore, vulnerable to service interruptions at each Hosting Provider.
As a global company, we are subject to taxation in certain other countries. Significant judgment is required to determine and estimate worldwide tax liabilities.
We may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our results of operations. As a global company, we are subject to taxation in certain other countries. Significant judgment is required to determine and estimate worldwide tax liabilities.
Those luxury goods export control restrictions, especially those adopted by the European Union, have the effect of prohibiting the export of many of our products from the European Union to customers in Russia and Belarus.
Those luxury goods export control restrictions, especially those adopted by the European Union, have the effect of prohibiting the export of many of our products from the European Union to customers in Russia and Belarus. The imposition of additional duties by the United States, and retaliatory actions taken by other countries, may result in a global trade war.
We launched Mytheresa Kids in 2019, Mytheresa Men in January 2020 and Mytheresa Life in May 2022 to expand our curated offering to these large and underserved categories. If we are unable to effectively market these categories to new and existing customers, the launch of these product lines may not be as successful as we anticipate.
If we are unable to effectively market these categories to new and existing customers, the launch of these product lines may not be as successful as we anticipate.
The loss or corruption (or other unauthorized access or disclosure) of personal data may constitute a personal data breach under the EU General Data Protection Regulation (“GDPR”).
Any of these results could harm our growth prospects, our business and our reputation. 25 Table of Contents The loss or corruption (or other unauthorized access or disclosure) of personal data may constitute a personal data breach under the EU General Data Protection Regulation (“GDPR”).
We may expand our business through acquisitions of other businesses, which may divert management’s attention, result in shareholder dilution, increase our leverage ratios and/or prove to be unsuccessful. We may acquire additional businesses or technologies from time to time. Acquisitions may divert management’s time and focus from operating our business.
We may expand our business through future transactions including acquisitions of other businesses, which may divert management’s attention, harm the market price of our ordinary shares or require us to seek additional funds, result in shareholder dilution and increase our leverage ratios and/or prove to be unsuccessful.
The business model we employ and the merchandise we currently offer may not have the same appeal to our various international customers, and purchasing behaviors may vary region to region.
Given that we operate globally, with customers in over 130 countries, we are exposed to many different local cultures, standards and policies. The business model we employ and the merchandise we currently offer may not have the same appeal to our various international customers, and purchasing behaviors may vary region to region.
Any assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate or conduct business. 23 Table of Contents System interruptions that impair customer access to our sites or other performance failures in our technology infrastructure could damage our business, reputation and brand and substantially harm our business and results of operations.
Any assessment of the potential impact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate or conduct business.
These shifts in the overall effect of sale seasons may become more pronounced over time, which could also cause our results of operations to fluctuate. You should not rely on the results of one quarter as an indication of future performance. If we are unable to manage fluctuations in exchange rates effectively, our results of operations may be adversely affected.
You should not rely on the results of one quarter as an indication of future performance. 17 Table of Contents If we are unable to manage fluctuations in exchange rates effectively, our results of operations may be adversely affected. We are exposed to market risk from fluctuations in foreign currencies.
Accordingly, brand partners may be less willing to provide us with differentiated luxury merchandise for upcoming seasons, which could have an adverse effect on our relationships with high-end customers. 13 Table of Contents During periods of adverse change in general economic, industry or competitive conditions, some of our brand partners may experience cash flow issues, reductions in available credit from banks, factors or other financial institutions, or increases in the cost of capital.
During periods of adverse change in general economic, industry or competitive conditions, some of our brand partners may experience cash flow issues, reductions in available credit from banks, factors or other financial institutions, or increases in the cost of capital.
We outsource the vast majority of our cloud infrastructure to Amazon Web Services (“AWS”), which hosts our sites and products. In addition, we use Akamai Technologies, Inc. as our primary content delivery network vendor, which focuses on delivering point-cloud solutions (together with AWS, our “Hosting Providers”).
In addition, we use Akamai Technologies, Inc. as our primary content delivery network vendor, which focuses on delivering point-cloud solutions (together with AWS, our “Hosting Providers”). Our customers must have the ability to access our sites at any time, without interruption or degradation of performance.
Many of our brand partners limit the number of retail and wholesale channels that they use to sell their merchandise, and we have no guaranteed supply arrangements with our brand partners. Nearly all of our luxury brands are sold by competing retailers and have their own proprietary retail stores and/or websites that compete with us.
Our relationships with established brand partners are a key factor in our success. Many of our brand partners limit the number of retail and wholesale channels that they use to sell their merchandise, and we have no guaranteed supply arrangements with our brand partners.
This has occurred in the past and required us to increase our spending on paid marketing to offset the loss in traffic. Further, digital platforms such as Apple and Google have announced changes to their privacy policies that, as implemented, could adversely affect our ability to provide more relevant online advertisements to the most relevant potential customers.
Further, digital platforms such as Apple and Google have announced changes to their privacy policies that, as implemented, could adversely affect our ability to provide more relevant online advertisements to the most relevant potential customers. Search engine companies may also determine that we are not in compliance with their guidelines and penalize us in their algorithms.
Approximately 98% of our consolidated net sales for fiscal 2023 were generated from sales on our sites. The satisfactory performance, reliability and availability of our sites, transaction-processing systems and technology infrastructure are critical to our reputation and our ability to acquire and retain customers, as well as maintain adequate customer service levels.
The satisfactory performance, reliability and availability of our sites, transaction-processing systems and technology infrastructure are critical to our reputation and our ability to acquire and retain customers, as well as maintain adequate customer service levels. We outsource the vast majority of our cloud infrastructure to Amazon Web Services (“AWS”), which hosts our sites and products.
Finally, acquisitions could be viewed negatively by analysts, investors or our customers. Due to our global business we are exposed to different local cultures, standards and policies. Given that we operate globally, with customers in over 130 countries, we are exposed to many different local cultures, standards and policies.
The issuance of issue additional shares in connection with an acquisition would also likely cause dilution to our shareholders. Finally, acquisitions could be viewed negatively by analysts, investors or our customers. Due to our global business we are exposed to different local cultures, standards and policies.
We are also subject to certain risks due to our reliance on digital channels in our advertising efforts. Digital channels change their algorithms and policies periodically, and our rankings in organic searches and visibility in social media feeds could be adversely affected by those changes.
Digital channels change their algorithms and policies periodically, and our rankings in organic searches and visibility in social media feeds could be adversely affected by those changes. This has occurred in the past and required us to increase our spending on paid marketing to offset the loss in traffic.
Accordingly, there can be no assurance that any of our brand partners will continue to sell to us or to meet our quality, style and volume requirements. Some of our brand partners also impose geographical restrictions where we are allowed to sell their products.
Nearly all of our luxury brands are sold by competing retailers and have their own proprietary retail stores and/or websites that compete with us. Accordingly, there can be no assurance that any of our brand partners will continue to sell to us or to meet our quality, style and volume requirements.
If we lose customers, our brand partners could reduce or terminate their relationships with us and our results of operations and profitability could decline. If we are unable to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner, our business, financial condition and results of operations could be harmed.
If we are unable to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner, our business, financial condition and results of operations could be harmed. The online personal goods luxury sector is driven in part by fashion and beauty trends, which may shift quickly.

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Biggest changeConsumers 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").
Biggest changeThe growth is expected to continue in 2024 with an expected 4% to 6% growth over 2023 (based on the Bain & Company’s Luxury Goods Worldwide Market Study - Spring 2024). 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.
Fully in line with that was the launch, in the fourth quarter, of our exclusive partnership with Bucherer, the world's largest luxury watches and jewellery retailer from Switzerland, to offer certified pre-owned watches with an international two-year warranty and full-service package directly from the watch experts of Bucherer.
Fully in line with that was the launch, in the fourth quarter of FY23, of our exclusive partnership with Bucherer, the world’s largest luxury watches and jewellery retailer from Switzerland, to offer certified pre-owned watches with an international two-year warranty and full-service package directly from the watch experts of Bucherer.
The store has undergone a remarkable transformation, presenting an extended retail space that reflects a design concept embodying the essence of modern luxury menswear, to become the leading destination for luxury menswear digitally and physically.
The store has undergone a remarkable transformation, presenting an extended retail space that reflects a design concept embodying the essence of modern luxury, to become the leading destination for luxury menswear both digitally and physically.
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.
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. 49 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. 54 Table of Contents 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. 52 Table of Contents Continue to Expand Share of Wallet and Retention for Existing Customer Base.
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 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, continuous growth and strong profitability to the following competitive strengths: Customer-First Approach with Deep Understanding and Analytical Insight.
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.
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. 51 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. 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 regularly invests in statement pieces and fashion items for special occasions. 48 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.
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.
For example, of the over 14,000 stock-keeping units (“SKUs”) we curate from our top 30 selling luxury designer brands, an estimate of 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.
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.
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.
We believe that the success of Mytheresa Men since its launch demonstrates its potential to become a source of growth for our overall business and an opportunity to bring new customers to the Mytheresa platform.
We believe that the success of Mytheresa Men since launch demonstrates its potential to become an important source of growth for our overall business and an opportunity to bring new customers to the Mytheresa platform.
We are viewed as an integral global partner and have consistently been recognized as such by leading luxury brands including Bottega Veneta, Burberry, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more.
We are viewed as an integral global partner and have consistently been recognized as such by leading luxury brands including Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more.
Michael is complemented by our experienced senior management team with industry-leading expertise across luxury, technology and e-commerce operations. The business verticals are led by Dr. Martin Beer (Chief Financial Officer), Sebastian Dietzmann (Chief Operating Officer), Isabel May (Chief Customer Experience Officer), Gareth Locke (Chief Growth Officer) and Richard Johnson (Chief Commercial Officer).
Michael is complemented by our experienced senior management team with industry-leading expertise across luxury, technology and e-commerce operations. The business verticals are led by Dr. Martin Beer (Chief Financial Officer), Sebastian Dietzmann (Chief Operating Officer), Gareth Locke (Chief Growth Officer) and Richard Johnson (Chief Commercial Officer).
We launched Mytheresa Men in January 2020 with more than 100 curated brands to target the modern, affluent man with a curated, inspiring product offering reflecting the zeitgeist in men’s fashion. Our ambition is to become the global opinion leader and leading luxury online destination for luxury menswear.
We launched Mytheresa Men in January 2020 with more than 100 curated brands to target the modern, affluent man with a curated, inspiring product offer reflecting the zeitgeist in men’s fashion. Our ambition is to become the global opinion leader in and definitive online destination for luxury menswear.
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.
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 3.91 million followers, as of June 30, 2024, across social media platforms. Established Reputation for Being Trusted Brand Stewards and Maintaining Brand Integrity.
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.
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 2023, reaching a market value of €362 billion, despite geopolitical tensions and macroeconomic uncertainty.
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.
Through our more than 3.91 million followers as of June 30, 2024, 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.
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.
Business Overview Mytheresa is a leading luxury multi-brand digital 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.
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.
Further, once a customer commits to our platform, they spend more over time, as evidenced by our 80% net sales retention from prior year cohorts and our approximately 94% 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 2024.
Unique physical luxury experiences to engage with our customers. In order to engage and build personal relationships with high-net worth customers, we hosted a 5-week pop up in partnership with Flamingo Estate in East Hampton, in the United States.
Unique physical luxury experiences to engage with our customers. In order to engage and build personal relationships with high-net worth customers, Mytheresa and Flamingo Estate hosted a 8-week pop-up in partnership with Porsche in East Hampton, in the United States.
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.
Like our customers, we are diverse, with employees representing more than 109 nationalities and 57% of whom were women as of June 30, 2024. Our culture is collaborative, confident, creative, accountable, performance driven and dedicated to delivering to our customers the finest edit and service in luxury.
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.
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.
We 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.
The following table sets forth information with respect to our facilities as of June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. 2025 ​ 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 ​ ​
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.
Given our value proposition, high average order value, and strong customer loyalty, we achieved a 4.0 x 8-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.
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.
In fiscal 2024, mobile orders accounted for 52% of our net sales, of which 44% were app orders, and approximately 81% 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 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.
We have grown our active customer base at a 25.7% CAGR since fiscal 2016, with 75.5% of net sales in fiscal 2024 coming from existing customers. To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row.
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 2024, we launched 76 exclusive capsule collections and Pre-Launch campaigns with in-house produced exclusive content from brands including Moncler, Valentino, Loro Piana, Dolce&Gabbana, Bottega Veneta, Gucci, Pucci, Loewe, Givenchy, Khaite, Toteme and many more. Superior service drives differentiated shopping experience.
We leverage localized social media content and influencers, curation, languages and events to bring the Mytheresa brand to new markets. We believe our exclusive aspirational content and events resonate globally, providing a scalable marketing engine to efficiently acquire new customers across geographies.
Our demonstrated playbook for localizing new geographies is efficient, effective and repeatable. We leverage localized social media content and influencers, curation, languages and events to bring the Mytheresa brand to new markets. We believe our exclusive aspirational content and events resonate globally, providing a scalable marketing engine to efficiently acquire new customers across geographies.
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.
Our customer satisfaction with our service and experience is evidenced by our best-in-class net promoter score of 75.2%, which is an annualized average of weekly measurements conducted by us in fiscal 2024.
Given the strong projected growth of the luxury market, we believe we have a significant opportunity to expand our customer base in both our existing and new markets. We expect to attract new customers in all geographies including Europe, as well as the United States and Asia. Our demonstrated playbook for localizing new geographies is efficient, effective and repeatable.
Given the strong projected growth of the luxury market, we believe we have a significant opportunity to expand our customer base in both our existing and new markets. We expect to attract new customers in all geographies including Europe, as well as the United States, Middle East and Asia.
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.
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.
Mobile devices represented 53% of gross merchandise sales and 79% of page views for fiscal 2023, underscoring the importance of our mobile-first approach.
Mobile devices represented 52% of gross merchandise sales and 81% of page views for fiscal 2024, underscoring the importance of our mobile-first approach.
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.
The wealth of HNWIs has increased at a CAGR of 4.7% from 2016 to 2023, reaching $86.8 trillion as of 2023, according to the World Wealth Report 2024 from Capgemini. 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.
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 emphasis on targeting and serving these top customers resulted in the generation of approximately 39.2% of our GMV from approximately 3.7% of our top customers in fiscal 2024.
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.
Differentiated Value Proposition of Mytheresa for Customers and Brand Partners Mytheresa creates desirability through digital and physical experience that bring together hundreds of thousands of luxury consumers with the world’s most exclusive brands, creating a luxury community. Our Value Proposition to Customers Trusted discovery platform and curated assortment of the most coveted luxury brands.
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, multiple non-public top customer experiences have been hosted for example with Gabriela Hearst in New York and at the Givenchy Haute Couture Salon in Paris. 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.
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.
We have an efficient, repeatable playbook for localizing the customer experience through local language, currencies, payment methods, shipping services and marketing. In fiscal 2024, we generated approximately net sales of 15.2% from Germany, 39.6% from Europe (excluding Germany), 20.4% from United States and 24.8% from the rest of world.
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 “
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.
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.
We rent our central distribution center 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.
Additionally, our top 30 brands’ share of overall net sales has remained stable as we have scaled the business. Combination of Growth and Profitability with Attractive and Sustainable Unit Economics.
This underscores the strength of our relationships and differentiates Mytheresa as one of the online retailers that luxury brands prefer to partner with. Additionally, our top 30 brands’ share of overall net sales has remained stable as we have scaled the business. Combination of Growth and Profitability with Attractive and Sustainable Unit Economics.
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.
Furthermore, we expanded our successful exclusive re-sale service in partnership with Vestiaire Collective to all our customers in Europe, the UK and the US. Expand wallet share with the launch of Mytheresa Kids. In January 2019, we officially launched our kidswear offer with 35 brands which we has grown to 57 brands.
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%.
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. Experienced and Proven Management Team Combining Expertise From Luxury and Digital Worlds.
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.
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. We are more than just a luxury e-commerce platform. We build a community for luxury enthusiasts and create desirability with digital and physical 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.
We received approximately 6,230 calls per week, on average, during fiscal 2024, with approximately 81.4% of 323 thousand calls answered within 20 seconds. Special brand experiences for our top customers. In fiscal 2024, we invited our top customers around the world to 33 “money-can’t-buy” experiences.
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 have rapidly scaled our global customer base and net sales over the past four years, while maintaining our high average order values. ​ ​ ​ 46 Table of Contents ​ ​ ​ Despite a slight decrease in the number of active customers from 856,345 in FY23 to 852,223, in FY24 our company reported €840.8 Million in net sales, representing growth of 9.8% from fiscal 2023.
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.
For the fiscal year ended June 30, 2024, gross profit was at €384.5 million, an increase of €4.5 million or 1.2% year-over-year. Net loss increased to €24.9 million in fiscal 2024 from €17.0 million in fiscal 2023. Operating loss is at €22.0 million in fiscal 2024 compared to an Operating loss of €8.7 million in fiscal 2023.
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.
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.
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.
Organizational structure Please refer to Note 4.1 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. D. Property, Plant and Equipment Facilities Our corporate headquarters are located in Aschheim (Munich), Germany.
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.
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.
We are seeing ongoing support from our brand partners as evidenced by the fact that we offered exclusive capsule collections and pre-launches from Tom Ford, Moncler, Ami Paris, Givenchy, Our Legacy, Dries Van Noten and Berluti.
We see ongoing support from our brand partners as evidenced by the fact that we offered exclusive collections and pre-launches from Gucci, Loro Piana, Loewe, Tom Ford, Moncler, The Row and Brunello Cucinelli.
Given the significant proportion of our top customers who have children and are looking to purchase luxury kidswear, many of our top brands such as Balmain, Burberry, Chloe, Dolce & Gabbana, Golden Goose, Gucci, Moncler, and Stella McCartney have collaborated with us on our launch of Mytheresa Kids.
Given the significant proportion of our top customers who have children and are looking to purchase luxury kidswear, we continue to grow our offer from the kidswear collections of our top brand partners such as Brunello Cucinelli, Chloe, Dolce & Gabbana, Gucci, Moncler, Stella McCartney and Zimmermann.
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.
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 33 events, we launched 76 campaigns in collaboration with our brand partners to launch exclusive products only available on Mytheresa or first available on Mytheresa.
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.
While 56% of kidswear items have been bought by existing customers, 44% of purchases have been made by customers that have discovered Mytheresa.com through our luxury kidswear, which presents an opportunity for additional growth across multiple departments.
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.
Our unique focus on luxury and our famous curation unlocks incremental wallet share from our customers who already know and trust our curated offer and wish to purchase luxury products for the children in their lives.
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 more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global leader in the luxury multi-brand digital sector. 45 Table of Contents We acquire and retain customers who are predominantly working professionals with significant spending power and limited time, shop frequently, seek luxury products that are not easily found elsewhere and demand superior customer service.
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.
In fiscal 2024, we reported Adjusted Net Income of €7.7 million compared to €18.4 million in fiscal 2023. Additionally, in fiscal 2024, we generated €10.6 million compared to €26.8 million, in prior year period of Adjusted Operating Income, €25.8 million of Adjusted EBITDA compared to €38.4 million in fiscal 2023.
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.
We are in a prime position to become the authority in an evolving menswear space, given our ability to define menswear with a new market position and the relationships we have built with our brand partners who are among the top names in luxury menswear. 53 Table of Contents 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 year 2024 consisting of menswear customers, and the average basket spend of our menswear top customer segment also growing.
We converted a former auto body repair shop into a luxurious, interactive, summer body shop, offering a highly curated selection of merchandise as well as hosting several shopping events in the location with partners such as Oscar de la Renta, Bucherer, Dr.
We converted a former auto body repair shop into a luxurious, interactive, summer body shop, offering a highly curated selection of fashion, accessories, fine jewelry and watches including exclusives from brands like Toteme, Khaite, Valentino, Etro, Dries Van Noten and Missoni as well as hosting several shopping events in the location with partners such as Ruslan Baginsky, Missoni, Ananya, Etro and Savette.
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.
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.
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.
In fiscal 2024, we generated approximately 39.2% of our GMV from approximately 3.7% of our customers who were part of the Top Customer program.
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”).
We believe we are uniquely positioned to further capture market share as a result of our exclusive, highly curated product assortment, leading service offering and advanced technology. 47 Table of Contents 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, according to Bain & Company’s Luxury Goods Worldwide Market Monitor Spring 2024 (the “2024 Bain Study”).
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.
In fiscal 2024, we featured 76 exclusive capsule collections and campaigns from preeminent designers including Moncler, Valentino, Gucci, Loro Piana, Dolce&Gabbana, Loewe, Givenchy, Khaite, Toteme and many more. Our average tenure with our top 30 brands is more than 10 years and we have retained 100% of our brand partners we wanted to keep since our founding.
Other highly visible campaigns include the only available at Mytheresa collections of Versace, Etro, Khaite, Zimmermann and Oscar de la Renta, as well as an immersive shoppable video created by Mytheresa to celebrate exclusive styles of Moncler Grenoble and featuring professional skiers. 52 Table of Contents Innovative and Engaging Content Across Media Formats.
Other highly visible campaigns include the exclusive capsule collections of Courrèges, Magda Butrym, and Chloé, as well as a video created by Mytheresa to celebrate the exclusive capsule collection of Brunello Cucinelli both for womenswear and menswear featuring artists Greta Bellamacina and her husband Robert Montgomery. 50 Table of Contents Innovative and Engaging Content Across Media Formats.
Our positioning is the white space between time-honored luxury and the post-streetwear era. We have dedicated men’s buying, creative, marketing, communication and merchandising teams to look after this new business.
Our positioning is clear within timeless luxury for a sophisticated consumer and as such have built dedicated men’s buying, creative, marketing, communication and merchandising teams to develop the business distinct from our womenswear offer.
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.
The department has shown double digit growth compared to prior year, during a time where many of our competitors are struggling. The synergies with our existing business are reflected with 88% of our existing customers who bought kidswear items already bought other items, mostly from our womenswear collections.
Removed
We acquire and retain customers who are predominantly working professionals with significant spending power and limited time, shop frequently, seek luxury products that are not easily found elsewhere and demand superior customer service. These customers are high income luxury consumers that value quality over price and curation over assortment breadth.
Added
These customers are high net worth individuals that value quality over price and curation over assortment breadth. To reward and engage our most valued customers, we offer a tiered Top Customer program: Inner Circle and Front Row.
Removed
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.
Added
We have longstanding relationships with the world’s most iconic luxury brands, including Alexander McQueen, Balenciaga, Balmain, Bottega Veneta, Brunello Cucinelli, Dolce & Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Stella McCartney and Valentino. In fiscal 2024, our average order value was €703(fiscal 2023: €641), one of the highest in the industry, reflecting our commitment to true luxury.
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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.
Added
Operating Results ”. Our Industry We operate at the intersection of luxury goods, technology and service. We see ourselves as one of the few winners in an otherwise still tough market environment. We are benefiting from the consolidating landscape of luxury e-commerce players in a market that has significant growth prospects based on changing customer preferences favoring digital channels.
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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.
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Highlights include the launch of the exclusive Dolce&Gabbana collection with an authentic Italian experience on the picturesque island of Capri, a private tour with Miu Miu proving access to Gustav Klimt´s The Kiss in Vienna at the Belvedere Palace, an exclusive two-day Italian experience including an intimate dinner and picnic with Brunello Cucinelli at Lake D´Orta in attendance of Executive Chairman & Creative Director Brunello Cucinelli, the launch of the Valentino Escape 2024 Capsule Collection with a private dinner and tour on board of the Iconic Christina O. sailing along the French Rivera, an elevated cocktail and dinner with Khaite in celebration of PFW, a 24-hour experience with three events including an exhibition, talk and dinner celebrating SHFW with Courrèges at Fotografiska in Shanghai, China, as well as VIC dinners in China, Singapore and the US.
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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.
Added
In addition, we hosted a four-weeks Holiday House pop-up in collaboration with Flamingo Estate in Los Angeles during holiday season. The pop up was a replica of Flamingo Estate made of ginger bread with Mytheresa products featured throughout and a dedicated Mytheresa wardrobe. Our Value Proposition to Brand Partners Online Visibility to Highly Coveted Global Luxury Customers.
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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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We launched several exclusive collections, such as Dolce&Gabbana’s exclusive capsule collection, featuring Capri’s iconic spots, exclusive summer collections from Givenchy, Missoni, Khaite, Dries Van Noten and Toteme.
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The online luxury retail market is highly fragmented, characterized by primarily regional department stores and boutiques, online marketplaces and only a limited number of global multi-brand retailers.
Added
Loewe’s Paula’s Ibiza and Loewe x On collections with exclusive styles, exclusive bag launches with Loewe and Bottega Veneta, exclusive pre-launches with Alaia, Saint Laurent, Brunello Cucinelli, Valentino and ski collections of Pucci x Fusalp and Balenciaga.
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We believe that global multi-branded online retail is a more compelling model than marketplaces for both consumers and brands: for consumers due to the desire for well-curated assortments offering a clear point of view that allows discovery as well as efficient product selection, and for brands to whom multi-brand retailers offer access to attractive customers, and most importantly, more control over brand image and pricing integrity.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
Biggest changeAdjusted 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. ​ 69 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) Fiscal Year Ended ​ ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Net loss (9,317) (17,019) (24,911) Finance (income) expenses, net 998 2,460 4,772 Income tax expense 11,184 5,877 (1,814) Depreciation and amortization 9,088 11,653 15,205 thereof depreciation of right-of use assets 5,657 8,492 9,490 EBITDA 11,953 2,971 (6,748) Other transaction-related, certain legal and other expenses (1) ​ 2,493 ​ 5,446 ​ 14,081 Share-based compensation (2) ​ 52,303 ​ 30,021 ​ 18,508 Adjusted EBITDA 66,749 38,438 25,841 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted EBITDA Margin ​ ​ ​ ​ ​ ​ Net Sales ​ € 687,781 ​ 766,003 ​ 840,852 Adjusted EBITDA margin ​ 9.7% ​ 5.0% ​ 3.1% ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) Fiscal Year Ended ​ ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Operating Income (loss) 2,864 (8,682) (21,953) Other transaction-related, certain legal and other expenses (1) ​ 2,493 ​ 5,446 ​ 14,081 Share-based compensation (2) 52,303 30,021 18,508 Adjusted Operating Income 57,659 26,785 10,636 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted Operating Income Margin ​ ​ ​ ​ ​ ​ Net Sales ​ € 687,781 ​ 766,003 ​ 840,852 Adjusted Operating Income margin 8.4% 3.5% 1.3% ( 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 distribution center in Leipzig, Germany. ​ (2) 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.
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.
Growth of Online Luxury 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.
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.
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, 2024 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.
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.
Adjusted Net Income margin is a non-IFRS financial measure which is calculated in relation to net sales. 71 Table of Contents 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.
While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of this report titled ‘‘Risk Factors.’’ Overall Economic Trends The overall economic environment and related changes in consumer behavior have a significant impact on our business.
While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of this report titled “Risk Factors.” Overall Economic Trends The overall economic environment and related changes in consumer behavior have a significant impact on our business.
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.
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.
(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.
(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 distribution center in Leipzig, Germany.
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.
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.
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.
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 distribution center in Leipzig, and infrastructure will be informed by our understanding of global luxury trends and the needs of our platform.
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.
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. Selling, general and administrative expenses include personnel costs and other types of general and administrative expenses.
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.
These costs accounted for approximately 80% of our total marketing expense in fiscal 2024 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.
In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to the Mytheresa Group warehouse; however, the inventory is owned by the brand partner until it is delivered to a customer.
In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to Mytheresa Group distribution centers; however, the inventory is owned by the brand partner until it is delivered to a customer.
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.
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 Other transaction-related, certain legal and other expenses and Share-based compensation expense.
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
E. Critical Accounting Estimates Please refer to Note 5 to our consolidated financial statements (“Critical accounting judgments and key estimates and assumptions”) for further details. 73 Table of Contents
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.
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 Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales.
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.
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 Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Operating Income margin is a non-IFRS financial measure which is calculated in relation to net sales.
We define CAC as all of our online marketing expenses, excluding software costs, which we attribute to acquiring new customers in a given year, divided by the number of customers who placed their first order in the relevant year.
To measure the effectiveness of our marketing spend, we analyze CAC and LTV. Customer Acquisition Cost . We define CAC as all of our online marketing expenses, excluding software costs, which we attribute to acquiring new customers in a given year, divided by the number of customers who placed their first order in the relevant year.
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”).
Finance income (cost), net in fiscal 2023 and fiscal 2024 consist of our finance costs related to interest expense on our leases as well as on our former Revolving Credit Facilities with Commerzbank Aktiengesellschaft (“Commerzbank”) and UniCredit Bank AG (“UniCredit”) (together, our “Revolving Credit Facilities”) and current Revolving Credit Facility with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P.
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.
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. 72 Table of Contents Consolidated Cash Flow Fiscal 2024 and Fiscal 2023 ​ The following table shows summary consolidated cash flow information for the fiscal year ended June 30, 2022, 2023 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, (in € thousands) 2022 2023 2024 ​ ​ ​ ​ ​ ​ ​ Consolidated Statement of Cash Flow Data: ​ ​ ​ Net cash (outflow) inflow from operating activities ​ 54,799 ​ (55,050) 10,015 Net cash outflow from investing activities ​ (11,923) ​ (22,758) (11,809) Net cash (outflow) inflow from financing activities ​ (6,054) ​ (5,442) (13,277) ​ Net cash (outflow) inflow from operating activities During the fiscal year ended June 30, 2024, net cash flow from operating activities increased by €65.1 million to a cash inflow of €10.0 million, as compared to a cash outflow of €55.1 million for the fiscal year ended June 30, 2023.
Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations, availability of credit, inflation, interest rates and fuel, regional military conflicts and energy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.
Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations, availability of credit, inflation, interest rates and fuel, regional military conflicts and energy costs.
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.
Total interest expense on leases capitalized under IFRS 16 was €2.4 million and €2.9 million during the fiscal year ended June 30, 2023 and 2024. The increase is mainly related to the new distribution center in Leipzig, Germany.
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.
Excluding the Share-based compensation expenses (SBC) 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, 2024 from 14.7% to 15.1% compared to the prior year period, due to higher personnel expenses, rental costs, travel expenses, and other operating expenses, in the periods.
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.
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.
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.
The following chart illustrates the efficiency of our customer acquisitions, as well as the profitability associated with retaining customers. 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.
Shipping and payment costs fluctuate based on the number of orders shipped and net sales. General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the USA.
General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the USA.
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.
Adjusted Net Income and Adjusted Net Income margin Adjusted Net Income is a non-IFRS financial measure that we calculate as net Loss, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expenses.
Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2022 June 30, 2023 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (11,734) (6,597) 5,137 (43.8%) Percentage of Net sales (1.7%) (0.8%) ​ — 80 BPs Percentage of GMV (1.6%) (0.7%) ​ — 80 BPs ​ Income tax (expense) income include the current income taxes which are calculated based on the respective local taxable income and local tax rules for the period.
Income tax expense ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ Change ​ Change ​ ​ June 30, 2023 ​ June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax (expense) income (5,877) 1,814 7,691 (130.9%) Percentage of Net sales (0.8%) 0.2% ​ ​ 100 BPs Percentage of GMV (0.7%) 0.2% ​ ​ 90 BPs ​ Income tax (expense) income include the current income taxes which are calculated based on the respective local taxable income and local tax rules for the period.
We launched the new category Life in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes.
Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes.
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.
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.
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.
The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV. 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.
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.
Net cash (outflow) inflow from financing activities Net cash outflow for financing activities during the fiscal year ended June 30, 2024 was €13.3 million, as compared to €5.4 million for the fiscal year ended June 30, 2023, mainly due to increase in interest paid by €2.9 million and lease payments by €3.9 million. C.
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.
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. Mytheresa Group collectively identifies its Chief Executive Officer and Chief Financial Officer as the CODM.
Our capital expenditures consist primarily of investments in our new warehouse in Leipzig, capital improvements to our facilities and headquarters and IT licenses. Our primary sources of liquidity are cash generated from our operations, available cash and cash equivalents and our Revolving Credit Facilities, which have a combined line of credit of €60 million.
Our capital expenditures consist primarily of investments in our new distribution center in Leipzig, capital improvements to our facilities and headquarters and IT licenses. Our primary sources of liquidity are cash generated from our operations, respective cash and cash equivalents and our new Revolving Credit Facility. As of June 30, 2024, our cash and cash equivalents were €15.1 million.
Gross Merchandise Value (GMV) GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations.
We do not consider share-based compensation expense to be indicative of our core operating performance. Gross Merchandise Value (GMV) GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty.
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.
It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales.
Gross profit as a percentage of our net sales is referred to as gross profit margin. 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.
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. Shipping and payment costs fluctuate based on the number of orders shipped and net sales.
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.
Cost of sales, exclusive of depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (70,293) 18.2% Percentage of Net sales (50.4%) (54.3%) ​ (390 BPs) Percentage of GMV (45.2%) (49.9%) ​ (470 BPs) ​ Cost of sales, exclusive of depreciation and amortization for the fiscal year ended June 30, 2024 increased by €70.3 million, or 18.2%, compared to the fiscal year ended June 30, 2023.
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.
Shipping and payment costs ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Shipping and payment cost (114,785) (135,547) (20,762) 18.1% Percentage of Net sales (15.0%) (16.1%) ​ (110 BPs) Percentage of GMV (13.5%) (14.8%) ​ (130 BPs) ​ Shipping and payment costs increased by €20.8 million, or 18.1%, from €114.8 million for the fiscal year ended June 30, 2023 to €135.55 million for the fiscal year ended June 30, 2024.
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.
Selling, general and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses (147,691) (159,292) ​ (11,600) 7.9% Percentage of Net sales (19.3%) (18.9%) ​ ​ 40 BPs Percentage of GMV (17.3%) (17.4%) ​ ​ (10 BPs) ​ The total selling, general and administrative (SG&A) expenses increased by €11.6 million from €147.7 million in fiscal year ended June 30, 2023 to €159.3 million in fiscal year ended June 30, 2024.
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.
Net Sales per Active Customer 57 Table of Contents 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 4.0 times payback of our original cost to acquire this customer, demonstrating our marketing efficiency and profitable model.
Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model.
Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model. 60 Table of Contents Cost of sales, exclusive of depreciation and amortization includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners.
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.
These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incur cost of sales as the purchase price of the goods sold is borne by the CPM brand partner.
Gross profit ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2022 ​ June 30, 2023 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 354,992 382,594 27,602 7.8% Percentage of Net sales 51.5% ​ 49.8% ​ — (170 BPs) Percentage of GMV 47.5% ​ 44.7% ​ — (280 BPs) ​ 65 Table of Contents 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.
Gross profit ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ Change Change ​ ​ June 30, 2023 ​ June 30, 2024 ​ Absolute ​ in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 379,976 384,532 4,556 1.2% Percentage of Net sales 49.6% ​ 45.7% ​ ​ (390 BPs) Percentage of GMV 44.5% ​ 42.1% ​ ​ (240 BPs) ​ ​ 63 Table of Contents For the fiscal year ended June 30, 2024 gross profit was at €384.5 million, an increase of €4.5 million or 1.2% year-over-year.
Growth in Brand Awareness We will continue to invest in brand marketing activities to expand brand awareness. As we build our customer base, we will launch additional brand marketing campaigns, host events and develop in-house product content to attract new customers to our platform.
As we build our customer base, we will launch additional brand marketing campaigns, host events and develop in-house product content to attract new customers to our platform. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.
To continue to grow our business profitably, we need to acquire and retain customers in an efficient manner and of high quality. We acquire customers through our brand marketing and performance marketing efforts. To measure the effectiveness of our marketing spend, we analyze CAC and LTV. Customer Acquisition Cost .
Consumer Acquisition and Engagement Our financial performance depends on the expenses we incur to attract and retain consumers and the revenues we then generate with the customers. To continue to grow our business profitably, we need to acquire and retain customers in an efficient manner and of high quality. We acquire customers through our brand marketing and performance marketing efforts.
Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions.
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.
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.
You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. 68 Table of Contents 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 ​ ​ ​ ​ FY24 vs FY23 ​ ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 Change in % / BPs (in millions) Gross Merchandise Value (GMV) (1) ​ € 745.3 ​ € 853.2 ​ € 913.6 ​ 7.1% Active customer (LTM in thousands) (2) 781 856 852 (0.5%) Total orders shipped (LTM in thousands) (2) 1,765 2,012 ​ 2,090 3.9% Average order value (LTM) (2) 626 654 ​ 703 ​ 7.4% Net sales ​ € 687.8 ​ € 766.0 ​ € 840.9 ​ 9.8% Gross profit ​ € 353.0 ​ € 380.0 ​ € 384.5 ​ 1.2% Gross profit margin ​ 51.3% ​ 49.6% ​ 45.7% ​ (390 BPs) Operating Income (loss) ​ € 2.9 ​ € (8.7) ​ € (22.0) ​ 152.9% Operating Income (loss) margin ​ 0.4% ​ (1.1%) ​ (2.6%) ​ (150 BPs) Net loss ​ € (9.3) ​ € (17.0) ​ € (24.9) ​ 46.4% Net loss margin ​ (1.4%) ​ (2.2%) ​ (3.0%) ​ (80 BPs) Adjusted EBITDA (3) ​ € 66.7 ​ € 38.4 ​ € 25.8 ​ (32.8%) Adjusted EBITDA margin (3) ​ 9.7% ​ 5.0% ​ 3.1% ​ (190 BPs) Adjusted Operating Income (3) ​ € 57.7 ​ € 26.8 ​ € 10.6 ​ (60.3%) Adjusted Operating Income margin (3) ​ 8.4% ​ 3.5% ​ 1.3% ​ (220 BPs) Adjusted Net Income (3) ​ € 45.5 ​ € 18.4 ​ € 7.7 ​ (58.4%) Adjusted Net Income margin (3) ​ 6.6% ​ 2.4% ​ 0.9% ​ (150 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.
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.
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.
Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business. Assets are not allocated to the different business segments for internal reporting purposes.
On this basis, Mytheresa Group identifies its online operations and retail store as separate operating segments. Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business.
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.
The increase during the periods presented resulted mostly from an increase in Net sales and a lower gross profit margin achieved on those orders. For fiscal year ended June 30, 2024, cost of sales, exclusive of depreciation and amortization as a percentage of net sales increased from 50.4% to 54.3% compared to the same period in 2023.
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.
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. Net Sales by Cohort Luxury Brand Partners Our business model relies on providing our customers access to a curated assortment of top luxury brands.
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.
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.
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.
Marketing expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketing expenses (112,001) (96,708) 15,293 (13.7%) Percentage of Net sales ​ (14.6%) ​ (11.5%) ​ ​ ​ 310 BPs Percentage of GMV ​ (13.1%) ​ (10.6%) ​ ​ ​ 250 BPs ​ Marketing expenses decreased from €112.0 million for the fiscal year ended June 30, 2023 to €96.7 million for the fiscal year ended June 30, 2024. 64 Table of Contents The marketing cost ratio in relation to net sales decreased by 310 BPs due to a decline in marketing activities.
(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.
We do not consider share-based compensation expense to be indicative of our core operating performance. ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) Fiscal Year Ended ​ ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Net loss ​ (9,317) (17,019) (24,911) Other transaction-related, certain legal and other expenses (1) ​ 2,493 ​ 5,446 ​ 14,081 Share-based compensation (2) ​ 52,303 30,021 18,508 Adjusted Net Income ​ 45,479 18,448 7,677 ​ ​ ​ ​ ​ ​ ​ Reconciliation to Adjusted Net Income Margin ​ ​ ​ ​ ​ ​ Net Sales ​ € 687,781 ​ 766,003 ​ 840,852 Adjusted Net Income margin ​ 6.5% ​ 2.3% ​ 0.9% (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 distribution center in Leipzig, Germany. 70 Table of Contents (2) 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.
Our lifetime value has increased over time as our customers who stay on our platform spend more over time.
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.
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").
The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €540-580 billion by 2030, more than double its size in 2020, according to the 2024 Bain Study. 59 Table of Contents 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 have built out full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content. We believe we can curate and assort collections for men, as we have done with women’s, expanding our value proposition to these new categories.
We believe there is a lack of curated online multi-brand offerings in both categories which we can capture through our differentiated value proposition. We have built our full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content.
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.
Assets are not allocated to the different business segments for internal reporting purposes. 67 Table of Contents The following table shows our net sales and Segment EBITDA for the fiscal year ended June 30, 2022, 2023 and 2024, respectively, for each segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ended (in € thousands) June 30, 2022 June 30, 2023 June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Online Net Sales 672,515 751,299 826,690 Segment EBITDA 80,350 48,729 37,396 ​ ​ ​ ​ ​ ​ ​ Retail Stores ​ ​ ​ Net Sales 15,266 14,704 14,162 Segment EBITDA 4,229 4,966 4,516 ​ Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the retail stores is earned in Germany.
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.
For that period the gross profit margin in relation to net sales decreased to 45.7% in the fiscal year ended June 30, 2024 compared to the previous fiscal year with 49.6%.
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.
The following table provides Mytheresa Group’s net sales by geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the fiscal year ended (in € thousands) ​ June 30, 2022 June 30, 2023 June 30, 2024 Germany 128,251 18.6% 128,109 16.7% 127,867 15.2% United States 108,435 15.8% ​ 137,521 18.0% ​ 171,795 20.4% Europe (excluding Germany) (1) 275,322 40.0% ​ 298,998 39.0% ​ 332,575 39.6% Rest of the world (1) 175,773 25.6% ​ 201,375 26.3% ​ 208,615 24.8% ​ 687,781 100.0% ​ 766,003 100.0% ​ 840,852 100.0% (1) No individual country other than Germany and the United States accounted for more than 10% of net sales.
Adjusted Operating Income margin is a non-IFRS financial measure which is calculated in relation to net sales.
Adjusted shipping and payment cost ratio is a non-IFRS measure which is calculated in relation to GMV.
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.
Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization (11,653) (15,205) (3,551) 30.5% Percentage of Net sales (1.5%) (1.8%) ​ ​ (30 BPs) Percentage of GMV (1.4%) (1.7%) ​ ​ (30 BPs) ​ Depreciation and amortization expenses, increased from €11.6 million for the fiscal year ended June 30, 2023 to €15.2 million for the fiscal year ended June 30, 2024, due to higher depreciation in right of use assets related to the new distribution center in Leipzig, Germany. 66 Table of Contents Finance income (costs), net ​ ​ ​ ​ ​ ​ ​ ​ ​ (in € thousands) ​ Year Ended ​ ​ ​ ​ ​ ​ Change ​ Change ​ June 30, 2023 June 30, 2024 Absolute in % / BPs ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expenses on revolving credit facilities (401) (1,861) (1,460) 363.9% Interest expenses on leases (2,417) (2,916) (499) 20.6% Total Finance costs (2,818) (4,777) (1,959) 69.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ Other interest income 358 5 (354) (98.7%) Total Finance income 358 5 (354) (98.7%) Finance income (costs), net (2,460) (4,772) (2,312) 94.0% Percentage of Net sales (0.3%) (0.6%) ​ (30 BPs) Percentage of GMV (0.3%) (0.5%) ​ (20 BPs) ​ Total interest and other expenses on our Revolving Credit Facilities was €0.4 million during the fiscal year ended June 30, 2023 and €1.86 million during the fiscal year ended June 30, 2024, respectively.
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.
As of June 30, 2024, approximately 72% of our cash and cash equivalents were held in Germany, of which approximately 15% were denominated in U.S. Dollars. No other foreign currency held in Germany accounted for more than 10% of our cash and cash equivalents.
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.
This increase in operating cash flow is due to an improvement in working capital, with lower increase in inventory levels, partially offset by lower increase in trade payables. Net cash outflow from investing activities Cash outflow in investing activities were €22.8 million and €11.8 million for the fiscal year ended June 30, 2023 and 2024, respectively.
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.
Operating Results For a discussion of (i) our results of operations, including selected segment information, for the year ended June 30, 2024, including a year-over-year comparison between fiscal 2023 and fiscal 2022, and (ii) our liquidity and capital resources for the years ended June 30, 2023 and June 30, 2022, please refer to the section contained in our Annual Report on Form 20-F for the fiscal year ended June 30, 2023, “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. 1 The period to period comparison of financial results is not necessarily indicative of future results. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal year ended (in € thousands) ​ June 30, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Net sales 687,781 766,003 840,852 Cost of sales, exclusive of depreciation and amortization (334,758) (386,027) (456,320) Gross profit 353,023 379,976 384,532 Shipping and payment cost (97,697) (114,785) (135,547) Marketing expenses (96,093) (112,001) (96,708) Selling, general and administrative expenses (148,172) (147,691) (159,292) Depreciation and amortization (9,088) (11,653) (15,205) Other income (expense), net 892 (2,527) 267 Operating income (loss) 2,865 (8,682) (21,953) Finance income (costs), net (998) (2,460) (4,772) Income (loss) before income taxes 1,867 (11,142) (26,725) Income tax expense (11,184) (5,877) 1,814 Net loss (9,317) (17,019) (24,911) ​ 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, 2022 ​ June 30, 2023 ​ June 30, 2024 ​ ​ ​ ​ ​ ​ ​ Net sales 100.0% ​ 100.0% ​ 100.0% Cost of sales, exclusive of depreciation and amortization (48.7%) ​ (50.4%) ​ (54.3%) Gross profit 51.3% ​ 49.6% ​ 45.7% Shipping and payment cost (14.2%) ​ (15.0%) ​ (16.1%) Marketing expenses (14.0%) ​ (14.6%) ​ (11.5%) Selling, general and administrative expenses (21.5%) ​ (19.3%) ​ (18.9%) Depreciation and amortization (1.3%) ​ (1.5%) ​ (1.8%) Other income (expense), net 0.1% ​ (0.3%) ​ 0.0% Operating income (loss) 0.4% ​ (1.1%) ​ (2.6%) Finance (expense) income, net (0.1%) ​ (0.3%) ​ (0.6%) Income (loss) before income taxes 0.3% ​ (1.5%) ​ (3.2%) Income tax expense (1.6%) ​ (0.8%) ​ 0.2% Net loss (1.4%) ​ (2.2%) ​ (3.0%) ​ ​ ​ ​ 1.
The share of commission from CPM is below 10% of net sales.
The share of commission from the CPM is below 10% of net sales. Seven fashion brands had switched from the wholesale model to CPM as of June 30, 2023 and 2024.
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.
Overall, personnel expenses excluding share - based compensation expense as a percentage of net sales increased from 11.7% to 12.8% for the year ended June 30, 2024.
Therefore, Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in current and prior periods presented have been changed to reflect this consistent presentation. We do not consider share-based compensation expenses to be indicative of our core operating performance.
We do not consider share-based compensation expense to be indicative of our core operating performance.
The shipping and payment costs ratio in relation to net sales increased by 70 BPs as net sales growth was lower than GMV growth, due to a higher CPM revenue share. The shipping and payment cost ratio is driven by total orders shipped, which are reflected when comparing to GMV.
The increase results from an increase in revenue from sale outside European countries and the corresponding increase in shipping and custom expenses. The shipping and payment costs ratio in relation to net sales increased by 110 BPs. The shipping and payment cost ratios are driven by total orders shipped, which are in line with GMV development.
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.
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.
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If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected. Consumer Acquisition and Engagement Our financial performance depends on the expenses we incur to attract and retain consumers and the revenues we then generate with the customers.
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In addition, during periods of low unemployment, we generally experience higher labor costs. 56 Table of Contents Growth in Brand Awareness We will continue to invest in brand marketing activities to expand brand awareness.
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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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We retained approximately 80% of net sales from prior year cohorts in fiscal 2024. 58 Table of Contents Additionally, in fiscal 2024 we retained greater than 94% of the net sales from 2022 cohorts and prior.
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Net Sales by Cohort 60 Table of Contents Luxury Brand Partners Our business model relies on providing our customers access to a curated assortment of top luxury brands. We believe our longstanding relationships with top luxury fashion brands represent a competitive advantage.
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We believe we can curate and assort collections for men, as we have done with women’s, expanding our value proposition to these new categories. We launched the new category Life in May 2023, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle.
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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.
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Gross profit Gross profit is equal to our net sales reduced by cost of sales, exclusive of depreciation and amortization. Gross profit as a percentage of our net sales is referred to as gross profit margin.
Removed
Cost of sales, exclusive of depreciation and amortization includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners. These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging.
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Morgan SE (together, our “new Revolving Credit Facility”). As of June 30, 2024 Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving Credit Facilities. 61 Table of Contents A.

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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.
Biggest changeKaplan male ​ 56 2024 Co-Founder, Director, Partner of Ares Management Corporation Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation, Chairman of the Board of Directors of Cedars-Sinai Medical Center, and member of the President’s Advisory Group of the University of Michigan Marjorie Lao female ​ 50 2024 Director, Logitech SA, Monde Nissin UK Ltd and Sitecore Holding II A/S and on the Board of Commissioners of GoTo Gojek Tokopedia Group (Indonesia) Cesare Ruggiero male ​ 47 2024 Managing Director, CPPIB, member of the Board of Informatica Inc. and of Ports of America Susan Gail Saideman* female ​ 62 2024 Director, Church & Dwight Co., Inc. and serves on the advisory board of Endeavor.org Michaela Tod* female ​ 54 2024 Director, a member of the Supervisory board of Robert Walters PLC.
Martin Beer has served as Chief Financial Officer and as a member of our Management Board since September 2020. Before joining Mytheresa in 2019, Martin Beer spent 14 years in CFO and COO roles in fast growth digital focused and B2C and B2B e-commerce companies, namely RUBIX, SYNLAB, Weltbild and DBH.
Beer has served as Chief Financial Officer and as a member of our Management Board since September 2020. Before joining Mytheresa in 2019, Martin Beer spent 14 years in CFO and COO roles in fast growth digital focused and B2C and B2B e-commerce companies, namely RUBIX, SYNLAB, Weltbild and DBH.
Dietzmann Sebastian Dietzmann has served as Chief Operating Officer since November 2020 and as a member of our Management Board since February 2021. He has served as Chief Operating Officer and Managing Director of each of mytheresa.com GmbH, Theresa Warenvertrieb GmbH and Mytheresa Service GmbH since July 2015.
Dietzmann has served as Chief Operating Officer since November 2020 and as a member of our Management Board since February 2021. He has served as Chief Operating Officer and Managing Director of each of mytheresa.com GmbH, Theresa Warenvertrieb GmbH and Mytheresa Service GmbH since July 2015.
Ruggiero has served as a member of our Supervisory Board since September 2020 and currently serves on the Nominating, Governance and Compensation Committee. Mr. Ruggiero is a managing director with CPP Investments in the Portfolio Value Creation group. He works with portfolio companies across private equity, infrastructure and sustainable energies investments to achieve full value potential.
Ruggiero has served as a member of our Supervisory Board since September 2020 and currently serves on the Nominating, Governance and Compensation Committee. Mr. Ruggiero is a managing director with CPP Investments and leads the Portfolio Value Creation group. He works with portfolio companies across private equity, infrastructure and sustainable energies investments to achieve full value potential.
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.
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 ​ 57 2024 Chief Executive Officer Dr.
M&A practice area and co-led the global M&A practice. Mr. Ruggiero is a member of the Board and the Nomination and Governance Committee of Informatica Inc. since July 2022. He serves on the board of Ports of America and is member of the Compensation Committee and Operations Committee since December 2021. Cesare holds an Hons.
M&A practice area and co-led the global M&A practice. Mr. Ruggiero is a member of the Board and the Nomination and Governance Committee of Informatica Inc. since July 2023. He serves on the board of Ports of America and is member of the Compensation Committee and Operations Committee since December 2021. Cesare holds an Hons.
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.
He also served 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.
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.
Saideman holds an MBA from Harvard business School and a BA from Dartmouth College. 76 Table of Contents 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'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’s previous public company board experience includes Floor & 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 also currently serves as the Vice Chairman of the Board of Directors of Cedars-Sinai Medical Center, a non-profit hospital, and on the President's Advisory Group of the University of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of Business Administration degree, concentrating in Finance. Marjorie Lao .
Kaplan also currently serves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and on the President’s Advisory Group of the University of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of Business Administration degree, concentrating in Finance. Marjorie Lao .
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.
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.
He serves on the Real Assets Investment Committee. Prior to joining CPP Investments in 2014, Cesare worked at The Boston Consulting Group (BCG) where he advised companies in business strategy and operational improvement. Prior to BCG, Cesare worked at Capgemini (formerly Cap Gemini Ernst & Young) as the head of the U.S.
He serves on the Private Equity Investment Committee. Prior to joining CPP Investments in 2014, Cesare worked at The Boston Consulting Group (BCG) where he advised companies in business strategy and operational improvement. Prior to BCG, Cesare worked at Capgemini (formerly Cap Gemini Ernst & Young) as the head of the U.S.
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.
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 risk committee.
She is also a member of the Board of Directors of The Kroger Company where she is chair of the public responsibilities committee and a member of the financial policy committee. In addition, Ms. Aufreiter is on the board of a privately held company, Cadillac Fairview Property Trust, a subsidiary of Ontario Teachers Pension Plan. Ms.
She is also a member of the Board of Directors of The Kroger Company where she is chair of the public responsibilities committee and a member of the finance committee. In addition, Ms. Aufreiter is on the board of a privately held company, Cadillac Fairview Property Trust, a subsidiary of Ontario Teachers’ Pension Plan. Ms.
Aufreiter also serves on the boards of Unity Health Toronto, The Canadian Opera Company and is a member of the Dean’s Advisory Board for the Ivey Business School in Ontario, Canada. Ms. Aufreiter holds a B.A. (Honours) in business administration from the Ivey Business School at the University of Western Ontario and an M.B.A. from Harvard Business School.
Aufreiter also serves on the boards of Unity Health Toronto, and is a member of the Dean’s Advisory Board for the Ivey Business School in London, Ontario, Canada. Ms. Aufreiter holds a B.A. (Honours) in business administration from the Ivey Business School at the University of Western Ontario and an M.B.A. from Harvard Business School. In June, 2018, 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.
Lao currently serves on the Board of Directors of Logitech SA, Monde Nissin UK Ltd, and Sitecore Holding II A/S, and on the Board of Commissioners of GoTo Gojek Tokopedia (Indonesia). She is also a member of the Harvard Business School European and Global Advisory Boards. Born in the Philippines, Ms.
Kliger serves as a member of the Board of Directors of Valora AG since March 2017 and serves as member of the Nomination and Compensation Committee. He holds an MBA from Kellogg School of Management and a Diploma degree from the Berlin University of Technology. Dr. Martin Beer.
Kliger also served as a member of the Board of Directors of Valora AG from March 2017 until October 2022 and served as Chair of the Nomination and Compensation Committee. He holds an MBA from Kellogg School of Management and a Diploma degree from the Berlin University of Technology. Dr. Martin Beer. Dr.
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.
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 also on the board of Robert Walters plc, a global recruitment firm.
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.
Aufreiter was awarded an Honorary Doctor of Laws at The University of Western Ontario. 75 Table of Contents David B. Kaplan. Mr. Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation.
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.
Martin Beer German ​ male ​ 56 2024 Chief Financial Officer Sebastian Dietzmann German ​ male ​ 50 2025 Chief Operating Officer Gareth Locke French ​ male ​ 49 2025 Chief Growth Officer ​ The business address of the members of our Management Board is the same as our business address: Einsteinring 9, 85609 Aschheim/Munich, Germany.
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.
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 X-Energy Reactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper’s Hawk Winery & Restaurants. Mr.
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.
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.
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.
Saideman is a board member of Church & Dwight since June 2019 where she is also on the Audit and Governance, Nominating & Corporate Responsibility Committees. She serves on the advisory board of Endeavor.org. Previously, she was on the board of PrePac Manufacturing and DevaCurl. She also previously served on the boards of FIRST Washington and Harvey Mudd College. Ms.
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.
Changes to our Management Board in fiscal year 2024 Isabel May Chief Customer Experience Officer and member of our Management Board since February 2021 stepped down as member of our Management Board in March 2024. 74 Table of Contents 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.
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.
He is a member of the Ares Executive Management Committee and serves on several Ares Investment Committees including, among others, the Ares Corporate Opportunities and Ares Special Opportunities Investment Committees. Additionally, Mr. Kaplan is the Co-Chairman and Chief Executive Officer of Ares Acquisitions Corporation II. Mr.
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.
Prior to joining Amazon, Ms. 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, Japan and the Middle East. Ms.
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.
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. Zahnd was the Vice President, Supply & Procurement at ETA S.A./The Swatch Group, a company designing and manufacturing watches, from 2010 to 2016.
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.
Saideman is the Chief Executive Officer and founder of Portage Bay Limited which provides consulting and advisory services. Previously, Ms. Saideman served 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 as head of Amazon Fashion from November 2016 to December 2018.
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.
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. The Supervisory Board has established three committees: the Audit Committee, the Compensation Committee and the Nominations, Governance and Sustainability Committee.
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.
From 2001 to 2010, Mr. Zahnd held a series of management positions at IKEA, a multinational conglomerate in the home furnishing space. Mr. Zahnd serves on the Board and Audit Committee of Logitech, is a Swiss public company listed on the SIX Swiss Exchange.
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.
She served as an independent board member at Chiaro Technology ltd since November 2022 and stepped into the role of CEO in July 2023. Ms. Tod holds an M.A. in Business and Economics from Wirtschaftsuniversität Vienna, Austria. Sascha Zahnd. Mr. Zahnd was appointed to our Supervisory Board in December 2020 and serves on our Audit Committee. Mr.
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.
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. Their tasks are laid down in the rules for procedure of the Supervisory Board, which is available on MYT Netherland’s website.
See “ Item 6: Directors , senior management and employees - C. Board practices ” and “
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.
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.
Locke holds a Graduate business degree from the Burgundy School of Business and an MA in Economics and Finance from Leeds University Business School.
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She joined Mytheresa in September 2015 as Director Customer Experience and Communications and has served as Chief Customer Experience Officer since January 2018 and became Managing Director of mytheresa.com GmbH as of September 2019. Prior to that, Ms. May served as Vice President of Strategy and Corporate Communications at D.
Added
She served as an independent board member at Chiaro Technology ltd since November 2022 and stepped into the role of CEO in July 2023 Sascha Zahnd* male ​ 49 2024 Director, member of the Board and Audit Committee of Logitech and independent board member and member of the strategy committee of Valeo in France. * 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: Nora Aufreiter.
Removed
Swarovski KG in Wattens, Austria from January 2013 to August 2015. Prior to that, Ms. May served as Managing Director and Partner of IBS Consultants GmbH from September 2009 to January 2013. Prior to that, Ms. May served as Partner of Brand Lab Consulting from July 2007 to August 2009. Prior to that, Ms.
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He also serves as an independent board member and member of the Strategy Committee of Valeo, a European company listed at Euronext in Paris governed by the laws of France and Europe. Mr. Zahnd is the former non-executive chairman and a member of the Audit Committee of Valora Holding AG, a Swiss retail holding company.
Removed
May had various positions in Marketing at ESCADA AG as well as Jet Set AG, Switzerland. Ms. May holds a Diplom-Kaufmann Degree from the Ludwig-Maxmilians-University.
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Agreements regarding the Supervisory Board and the Management Board No arrangements or understandings exist with any major shareholder, customer, supplier or other person pursuant to which any member of our supervisory board or management board has been appointed or elected Changes to our Supervisory Board in fiscal year 2024 There have been no changes to the Supervisory Board in FY 24.
Removed
(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.
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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
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.
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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.
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The focus is on long-term sustainable value creation to the best interest of all stakeholders of the company. In fiscal year 2024, the Supervisory Board held five meetings. All but three meetings had a (virtual) attendance of 100%, at two meetings (virtual) attendance was 85%.
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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 technology and cyber security.
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The Supervisory Board discussed the Company strategy in February 2024 during an all-day meeting and the Strategy Plan and the strategy initiatives were approved by the Supervisory Board in February 2024.
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During fiscal year 2024, two sustainability updates were presented to the Supervisory Board: one in September 2024 on the achievements of fiscal year 2023 and to present the progresses and next steps of the ESG framework and the draft of the ESG report, and the second in February 2024 to present the sustainability progress of the first months of the fiscal year. 77 Table of Contents The Supervisory Board approved an executive officer incentive compensation recovery policy in November 2023 and an updated version of the Diversity Policy of the Company.
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In June 2024, the Supervisory Board approved the short-term incentive plan (“STI”) for fiscal year 2025 and the long-term incentive plan (“LTI”) for 2025- 2027. After each meeting, the Supervisory Board met without management present. The Audit Committee held four meetings all with a (virtual) attendance of nearly 100%.
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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.
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In addition, there were in depth discussions about the design and operation of the internal control framework and risk management of MYT Netherlands, the group policy on risk management, internal audit, cyber security and data protection.
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The Audit Committee recommended to re-appoint KPMG as external auditor for the financial years up to and including 2026 and approved services to be provided by KPMG. The external auditor was present at four meetings. The Audit Committee met twice with the external auditor without management present.
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The Audit Committee discussed the Dutch statutory accounts for financial year 2024 in the presence of KPMG, the appointment of the external auditor and the quarterly financial statements and the earnings announcements. The head of internal audit has direct access to the Audit Committee and reports periodically to the Audit Committee regarding the activities of the Internal Audit Department’s activities.
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The Audit Committee met with the head of internal audit without management present regularly. The Audit Committee approved the focus areas for fiscal year 2024 in November 2023 and approved the audit plan for fiscal year 2024 in May 2024.
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The Compensation Committee met in September, October and December 2023 and in February and May 2024.At these meetings the Compensation Committee discussed the short term and long term executive incentive plans and its targets, reviewed the charter of the Compensation Committee and discussed the remuneration of the members of the management board.
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The Nominations, Governance and Sustainability Committee met in September 2023 and in February and May 2024.
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At its meetings the Nominations, Governance and Sustainability Committee discussed the implementation of the diversity and inclusion initiatives and the diversity policy, it reviewed the composition of the Boards, the succession matrix for the Management Board and it reviewed the skills matrix of the Supervisory Board.
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During the year, the Committee received a detailed presentation on the first three tiers of management below the Chief Executive Officer. The ESG report and the charter of the Nominations, Governance and Sustainability Committee were reviewed. It made proposals for the re-appointment of members of the Management Board and the Supervisory Board.
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The Supervisory Board considers the evaluation of the boards, its committees and its members to be an important aspect of corporate governance. 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.
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In May 2024, the evaluation process was conducted internally and supported by the company secretary.
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Using questionnaires completed by all directors, the key areas which were explored included: board composition and functioning, access to and relationship with management, board expertise and dynamics, talent and succession planning, the Supervisory Board’s key areas of supervision in relation to strategy development, setting and monitoring the Company’s culture and values, financial performance, market developments, ESG topics, diversity and inclusion and risk and governance.
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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.
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The outcome of the evaluation confirmed that the Management Board, the Supervisory Board and the Committees continue to operate effectively, and that all of our directors continue to demonstrate commitment to their role.
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In accordance with the Articles of Association, all members of the Management Board and all members of the Supervisory Board will retire from the boards at the 2024 Annual General Meeting due to expiration of their terms and will offer themselves for re-appointment.
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Based on the results of annual evaluation of the boards, its committees and its members seeking re-appointment at the 2024 Annual General Meeting, the Supervisory Board has accepted a recommendation from the Nominations, Governance and Sustainability Committee that each of the members of the boards be proposed for re-appointment at the 2024 Annual General Meeting.
Added
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.
Added
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.
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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.
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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, 2024 was in total combined €17,481 thousand (previous year: €26,077 thousand). See note 27 in the Notes in the Consolidated Financial Statements for further details.
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Our management board held the following shares and/or options (both vested and unvested) as of June 30, 2024: 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.
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Selected key management members were granted an IPO related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about a Long-Term Incentive Plan (LTI).
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As of July 1, 2021, 2022 and 2023 the LTI was granted to certain key management members consisting of restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July 1, 2023 certain stock options were granted to selected key management members.
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Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees.
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Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share. i) IPO 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).
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After vesting, each option grants the right to purchase one share at a predefined exercise price per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varying exercise prices.
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Overall, 5,033,988 options with a weighted average exercise price of USD 8.30 were granted to management board members.
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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.
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
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.
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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.

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Item 7. Management's Discussion & Analysis

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

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Biggest changeOrganizational structure ” for additional information regarding the corporate reorganization. Unless otherwise indicated below, the address for each beneficial owner listed is Einsteinring 9, 85609 Aschheim/Munich, Germany. ​ ​ ​ ​ ​ Name of Beneficial Owner Number Percent MYT Holding LLC 66,381,495 76.9% Members of our Supervisory Board 45,657 * Dennis Thatcher Gies * * David B.
Biggest changeOrganizational structure ” for additional information regarding the corporate reorganization. Unless otherwise indicated below, the address for each beneficial owner listed is Einsteinring 9, 85609 Aschheim/Munich, Germany. ​ ​ ​ ​ ​ Name of Beneficial Owner Number Percentage MYT Holding LLC 66,430,393 76.9% Members of our Supervisory Board 42,371 * David B.
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.
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, 2024. See “ Item 4: Information on the company - C.
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.
Related party transactions ” below. 89 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.
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.
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, 2024 through the exercise of any option, warrant or other right.
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.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our shares as of June 30, 2024, 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.
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.
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.
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.
Martin Beer * * Sebastian Dietzmann * * Gareth Locke * * All members of our Supervisory Board and Management Board as a group 1,790,338 2.1% * Indicates beneficial ownership of less than 1% of the total outstanding ADSs. Change in Control Arrangements Not applicable. B.
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.
Kaplan * * Marjorie Lao * * Cesare Ruggiero * * Susan Gail Saideman * * Michaela Tod * * Sascha Zahnd * * Nora Aufreiter ​ * ​ * Members of our Management Board 1,747,967 2.0% Michael Kliger 1,228,974 1.4% Dr.
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.
Related Party Transactions Ordinary Course Transactions with Related Persons As of June 30, 2024, Mytheresa Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €0.2 million. Further, Mytheresa Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €0.8 million. These balances resulted from various intercompany charges incurred before July 2020.
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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.
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Item 7: Major shareholders and related party transactions A.
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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.
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Interests of Experts and Counsel Not applicable. 90 Table of Contents
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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.
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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.
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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.
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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%.
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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.
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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.
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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.
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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.
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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%.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Using questionnaires completed by all directors, the key areas which were explored included: board composition and functioning, access to and relationship with management, board expertise and dynamics, talent and succession planning, the Supervisory Board’s key areas of supervision in relation to strategy development, setting and monitoring the Company’s culture and values, financial performance, market developments, ESG topics, diversity and inclusion and risk and governance.
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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.
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The outcome of the evaluation confirmed that the Management Board, the Supervisory Board and the Committees continue to operate effectively, and that all of our directors continue to demonstrate commitment to their role.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees.
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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).
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After vesting, each option grants the right to purchase one share at a predefined exercise price per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varying exercise prices.
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Overall, 5,033,988 options with a weighted average exercise price of USD 8.30 were granted to management board members.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2022, June 30, 2023 and June 30, 2024, subject to continued service on such vesting dates.
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The non-market performance RSUs will vest after 3 years on June 30, 2024 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target.
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Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 30.68, the closing share price of the grant date.
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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.
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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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One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates. 82 Table of Contents The non-market performance RSUs will vest after 3 years on June 30, 2025 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units.
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The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period.
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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.
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The following table summarizes the main features of the annual plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of arrangement ​ Management Board Members Long-Term Incentive Plan ​ ​ ​ ​ ​ Type of Award ​ Time-vesting RSUs ​ Non-market performance RSUs ​ Time-vesting RSUs ​ Non-market performance RSUs Date of first grant ​ July 1, 2021 ​ July 1, 2021 ​ July 1, 2022 ​ July 1, 2022 Number granted 32,219 59,836 103,048 191,376 Vesting conditions 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.
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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.
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The ADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vested on December 31, 2021.
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As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 31, the closing share price on the first trading day. As of July 1, 2021, two Supervisory Board Members have been granted a certain number of restricted share awards.
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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.
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As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 30.68, the closing share price of the grant date. As of February 9, 2022, four Supervisory Board Members have been granted a certain number of restricted share awards.
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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.
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As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 16.02, the closing share price on the grant date. As of July 1, 2022, one Supervisory Board Member has been granted a certain number of restricted share awards.
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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, 2023.
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As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date. 83 Table of Contents As of May 8, 2023, 67,264 restricted share units (“RSUs”) were granted to four Supervisory Board Members.
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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. The total number of RSU’s will vest on May 8, 2024.
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As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closing share price of the grant date.
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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.
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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 and selected employees. 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.
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Remuneration of the Members of Our Management Board Service Agreements with Management Board Members . We established service agreements with all current members of our Management Board. We believe that the service agreements between us and the members of our Management Board provide for payments and benefits that are in line with customary market practice.
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Each of the service agreements has an indefinite term, subject to earlier termination by either party with six months’ advance notice in writing to the other party at the end of any calendar month during which period the Management Board member may be placed on garden leave until the time of actual termination of service.
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The compensation provided to the Management Board member pursuant to these agreements has three primary elements: (i) base compensation, (ii) variable compensation, in the form of an annual bonus (“STI”) that may be earned based on the achievement of certain objectives mutually agreed between us and the Management Board member, and (iii) long term incentive compensation, in the form of equity or equity-based awards in respect of our ADSs (“LTI”), that may be granted to the Management Board member as determined in the discretion of the Supervisory Board and subject to the terms of our remuneration policy, as in effect from time to time.
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In addition, the Management Board member is entitled to participate in employee benefit programs, including health insurance, disability benefits and annual vacation entitlement pursuant to the service agreement.
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The service agreement provides for a non-competition covenant that applies during the twenty-four month period following a termination of the Management Board member’s service in consideration for the continued payment of the Management Board member’s half of monthly base compensation during such period. In addition, the service agreement includes a perpetual confidentiality covenant and invention assignment covenant. Base Compensation.

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