Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...

[Financial Performance and Key Operating Metrics](index=3&type=section&id=FINANCIAL%20RESULTS%20AND%20KEY%20OPERATING%20METRICS) [Overview of Key Metrics and Non-IFRS Measures](index=3&type=section&id=1.1%20Overview%20of%20Key%20Metrics%20and%20Non-IFRS%20Measures) LuxExperience B.V. uses various operating and financial metrics, including non-IFRS measures like Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income, to assess business performance and identify trends - The company uses **Adjusted EBITDA**, **Adjusted Operating Income**, **Adjusted Net Income**, and their respective margins as supplementary information to evaluate business, measure performance, identify trends, formulate business plans, and make strategic decisions[4](index=4&type=chunk)[5](index=5&type=chunk)[7](index=7&type=chunk) - These non-IFRS measures exclude certain types of expenses and may differ across companies, thus having limitations for comparison[6](index=6&type=chunk) [Summary of Key Operating and Financial Metrics](index=3&type=section&id=1.2%20Key%20Operating%20and%20Financial%20Metrics%20Summary) For the three and nine months ended March 31, 2025, LuxExperience B.V. saw GMV and net sales growth, but a slight decline in active customers and orders, while Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income significantly improved Key Operating and Financial Metrics (as of March 31, 2025) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | Change (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | Change (9 months) | | :-------------------------------- | :--------------------- | :--------------------- | :------------------- | :--------------------- | :--------------------- | :------------------- | | **Operating Metrics:** | | | | | | | | GMV (million Euros) | € 251.9 | € 261.3 | 3.8% | € 674.3 | € 722.6 | 7.2% | | Active Customers (LTM, thousand people) | 862 | 837 | (2.9%) | 862 | 837 | (2.9%) | | Total Orders Shipped (LTM, thousand orders) | 2,065 | 2,055 | (0.5%) | 2,065 | 2,055 | (0.5%) | | **Financial Metrics:** | | | | | | | | Net Sales (million Euros) | € 233.6 | € 242.5 | 3.8% | € 617.7 | € 667.2 | 8.0% | | Gross Profit (million Euros) | € 101.3 | € 108.5 | 7.2% | € 278.7 | € 310.8 | 11.5% | | Gross Margin | 43.4% | 44.8% | 140 BPs | 45.1% | 46.6% | 150 BPs | | Operating Loss (million Euros) | € (2.1) | € (5.4) | (155.6%) | € (20.4) | € (38.0) | (86.6%) | | Net Loss (million Euros) | € (3.3) | € (5.5) | (65.4%) | € (21.3) | € (33.7) | (58.2%) | | **Adjusted Non-IFRS Metrics:** | | | | | | | | Adjusted EBITDA (million Euros) | € 8.9 | € 9.3 | 5.5% | € 15.2 | € 28.4 | 86.7% | | Adjusted EBITDA Margin | 3.8% | 3.9% | 10 BPs | 2.5% | 4.3% | 180 BPs | | Adjusted Operating Income (million Euros) | € 5.0 | € 5.5 | 9.7% | € 4.1 | € 16.6 | 303.2% | | Adjusted Net Income (million Euros) | € 3.8 | € 5.4 | 42.7% | € 3.2 | € 21.4 | 572.9% | [Reconciliation of Non-IFRS Measures](index=4&type=section&id=1.3%20Reconciliation%20of%20Non-IFRS%20Measures) The company provides detailed reconciliations from net loss to EBITDA and Adjusted EBITDA, operating loss to Adjusted Operating Income, and net loss to Adjusted Net Income, primarily by excluding transaction-related, legal, and share-based compensation expenses Reconciliation of Net Loss to Adjusted EBITDA (million Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | Change | March 31, 2024 (9 months) | March 31, 2025 (9 months) | Change | | :--------------------------------------- | :--------------------- | :--------------------- | :------- | :--------------------- | :--------------------- | :------- | | Net Loss | (3.3) | (5.5) | (65.4%) | (21.3) | (33.7) | (58.2%) | | Finance Costs, Net | 1.3 | 1.0 | (24.4%) | 3.5 | 4.1 | 18.8% | | Income Tax Benefit | (0.1) | (0.9) | (973.5%) | (2.6) | (8.4) | (230.6%) | | Depreciation and Amortization | 3.9 | 3.9 | 0.2% | 11.1 | 14.9 | 34.4% | | **EBITDA** | **1.8** | **(1.5)** | **(186.8%)** | **(9.2)** | **(23.1)** | **(149.3%)** | | Other Transaction-Related, Specific Legal and Other Expenses | 4.1 | 7.4 | 79.2% | 10.2 | 38.3 | 277.4% | | Share-Based Compensation | 3.0 | 3.5 | 17.7% | 14.3 | 13.2 | (8.1%) | | **Adjusted EBITDA** | **8.9** | **9.3** | **5.5%** | **15.2** | **28.4** | **86.7%** | Reconciliation of Operating Loss to Adjusted Operating Income (million Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | Change | March 31, 2024 (9 months) | March 31, 2025 (9 months) | Change | | :--------------------------------------- | :--------------------- | :--------------------- | :------- | :--------------------- | :--------------------- | :------- | | Operating Loss | (2.1) | (5.4) | (155.6%) | (20.4) | (38.0) | (86.6%) | | Other Transaction-Related, Specific Legal and Other Expenses | 4.1 | 7.4 | 79.2% | 10.2 | 38.3 | 277.4% | | Share-Based Compensation | 3.0 | 3.5 | 17.7% | 14.3 | 13.2 | (8.1%) | | Impairment Loss on Property and Equipment | - | - | N/A | - | 3.1 | N/A | | **Adjusted Operating Income** | **5.0** | **5.5** | **9.7%** | **4.1** | **16.6** | **303.2%** | Reconciliation of Net Loss to Adjusted Net Income (million Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | Change | March 31, 2024 (9 months) | March 31, 2025 (9 months) | Change | | :--------------------------------------- | :--------------------- | :--------------------- | :------- | :--------------------- | :--------------------- | :------- | | Net Loss | (3.3) | (5.5) | (65.4%) | (21.3) | (33.7) | (58.2%) | | Other Transaction-Related, Specific Legal and Other Expenses | 4.1 | 7.4 | 79.2% | 10.2 | 38.8 | 282.3% | | Share-Based Compensation | 3.0 | 3.5 | 17.7% | 14.3 | 13.2 | (8.1%) | | Impairment Loss on Property and Equipment | - | - | N/A | - | 3.1 | N/A | | **Adjusted Net Income** | **3.8** | **5.4** | **42.7%** | **3.2** | **21.4** | **572.9%** | [Unaudited Interim Condensed Consolidated Financial Statements](index=6&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Index to Financial Statements](index=6&type=section&id=2.1%20Index%20to%20Financial%20Statements) This section provides an index to the unaudited interim condensed consolidated financial statements, including the statements of profit and loss, financial position, changes in equity, cash flows, and notes - The index to financial statements lists the unaudited condensed consolidated statements of profit and loss and comprehensive income, financial position, changes in equity, cash flows, and notes to the interim condensed consolidated financial statements[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Profit & Loss and Comprehensive Income](index=7&type=section&id=2.2%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Profit%20%26%20Loss%20and%20Comprehensive%20Income) For the three and nine months ended March 31, 2025, LuxExperience B.V. reported increased net sales but expanded operating and net losses, with a corresponding rise in basic and diluted loss per share Condensed Consolidated Statements of Profit & Loss and Comprehensive Income (thousand Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Net Sales | 233,568 | 242,508 | 617,664 | 667,194 | | Cost of Sales (exclusive of depreciation and amortization) | (132,290) | (133,976) | (338,964) | (356,443) | | Gross Profit | 101,277 | 108,532 | 278,700 | 310,751 | | Operating Loss | (2,106) | (5,422) | (20,355) | (38,006) | | Finance Costs, Net | (1,283) | (969) | (3,488) | (4,143) | | Net Loss | (3,320) | (5,493) | (21,307) | (33,704) | | Basic and Diluted Loss per Share | € (0.04) | € (0.06) | € (0.25) | € (0.39) | [Unaudited Condensed Consolidated Statements of Financial Position](index=8&type=section&id=2.3%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Financial%20Position) As of March 31, 2025, LuxExperience B.V.'s total assets slightly increased compared to June 30, 2024, while total equity decreased and total liabilities rose, mainly due to increased borrowings and other liabilities Condensed Consolidated Statements of Financial Position (thousand Euros) | Metric | June 30, 2024 | March 31, 2025 | | :----------------------- | :------------- | :------------- | | **Assets** | | | | Total Non-Current Assets | 253,643 | 250,612 | | Total Current Assets | 442,867 | 445,934 | | **Total Assets** | **696,511** | **696,546** | | **Equity and Liabilities** | | | | Total Equity | 435,643 | 415,948 | | Total Non-Current Liabilities | 43,282 | 40,066 | | Total Current Liabilities | 217,585 | 240,532 | | **Total Liabilities** | **260,867** | **280,598** | | **Total Equity and Liabilities** | **696,511** | **696,546** | - As of March 31, 2025, current liabilities saw borrowings increase from **0 to 25,000 thousand Euros** and other liabilities from **95,235 thousand Euros to 116,415 thousand Euros**[27](index=27&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Equity](index=9&type=section&id=2.4%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) As of March 31, 2025, LuxExperience B.V.'s total equity decreased from 435,643 thousand Euros on July 1, 2024, to 415,948 thousand Euros, primarily due to accumulated net losses and other comprehensive losses Condensed Consolidated Statements of Changes in Equity (thousand Euros) | Metric | Balance as of July 1, 2023 | Balance as of March 31, 2024 | Balance as of July 1, 2024 | Balance as of March 31, 2025 | | :--------------------------------------- | :---------------- | :---------------- | :---------------- | :---------------- | | Share Capital | 1 | 1 | 1 | 1 | | Capital Reserve | 529,775 | 544,096 | 546,913 | 561,150 | | Accumulated Losses | (87,856) | (109,163) | (112,767) | (146,471) | | Accumulated Other Comprehensive Income | 1,509 | 1,496 | 1,496 | 1,268 | | **Total Equity** | **443,429** | **436,083** | **435,643** | **415,948** | | Net Loss | (21,307) | (21,307) | (33,704) | (33,704) | | Share-Based Compensation | 14,321 | 14,321 | 13,155 | 13,155 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=2.5%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended March 31, 2025, LuxExperience B.V. saw reduced cash outflows from operating and investing activities, a slight decrease in cash inflows from financing activities, and an increase in cash and cash equivalents Condensed Consolidated Statements of Cash Flows (thousand Euros) | Metric | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :--------------------------------------- | :--------------------- | :--------------------- | | Net Loss | (21,307) | (33,704) | | Net Cash Outflow from Operating Activities | (26,389) | (13,881) | | Net Cash Outflow from Investing Activities | (9,411) | (2,261) | | Net Cash Inflow from Financing Activities | 16,230 | 15,208 | | Cash and Cash Equivalents at End of Period | 10,587 | 14,240 | - Net cash outflow from operating activities decreased by **12,508 thousand Euros**, primarily due to an increase in other liabilities[34](index=34&type=chunk) - Net cash outflow from investing activities decreased by **7,150 thousand Euros**, mainly due to reduced expenditures on property and equipment and intangible assets[34](index=34&type=chunk) [Notes to the Interim Condensed Consolidated Financial Statements](index=11&type=section&id=2.6%20Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the interim condensed consolidated financial statements, covering corporate information, basis of preparation, economic impacts, accounting policies, key judgments, comparative data revisions, segment information, net sales, cost of sales, SG&A, finance costs, income taxes, property and equipment, other assets, share-based compensation, financial instruments, and post-reporting period events [Corporate Information](index=11&type=section&id=2.6.1%20Corporate%20Information) LuxExperience B.V., formerly MYT Netherlands Parent B.V., is a Dutch limited liability company operating a global luxury fashion digital platform through Mytheresa Group GmbH, with MYT Holding LLC holding 77.0% of its shares as of March 31, 2025 - The company changed its name to **LuxExperience B.V.** on May 1, 2025, and operates a global luxury fashion digital platform through its subsidiary Mytheresa Group GmbH[36](index=36&type=chunk)[38](index=38&type=chunk) - As of March 31, 2025, **MYT Holding LLC** held **77.0%** of the company's shares, with MYT Ultimate Parent LLC as the ultimate controlling party[39](index=39&type=chunk) [Basis of Preparation](index=11&type=section&id=2.6.2%20Basis%20of%20Preparation) The interim condensed consolidated financial statements are prepared in accordance with IAS 34, presented in Euros on a historical cost basis, and assume the company's continued operation as a going concern - The interim condensed consolidated financial statements are prepared in accordance with **IAS 34, "Interim Financial Reporting,"** and presented in Euros on a historical cost basis[40](index=40&type=chunk)[42](index=42&type=chunk) - Management believes the LuxExperience Group has sufficient resources to continue as a going concern for the foreseeable future[43](index=43&type=chunk) [Trade Policy and Tariff Risk](index=11&type=section&id=2.6.3%20Trade%20Policy%20and%20Tariff%20Risk) Changes in trade policies, treaties, and tariffs could increase operating costs, disrupt supply chains, weaken financial position, and negatively impact customer sentiment and product demand - Changes in trade policies, treaties, and tariffs could increase operating costs, disrupt supply chains, weaken financial position, and potentially suppress customer sentiment and product demand[45](index=45&type=chunk) - Escalating trade tensions could lead to an economic slowdown or recession, significantly negatively impacting sales performance, cash flows, and overall operating results[46](index=46&type=chunk) [Impacts of Economic Uncertainties](index=12&type=section&id=2.6.4%20Impacts%20of%20Economic%20Uncertainties) Global economic uncertainties, including geopolitical conflicts and inflation, may affect LuxExperience Group's business and sales, with high interest rates and customer uncertainty potentially leading to a recession, though management does not anticipate long-term adverse effects - Global economic uncertainties, including the wars in Ukraine and the Middle East and other geopolitical factors, may affect LuxExperience Group's business activities and future sales[47](index=47&type=chunk) - Inflationary pressures have impacted customer prices and company costs, with high interest rates and customer uncertainty potentially leading to a recession and negatively affecting customer demand[48](index=48&type=chunk) - Management expects these negative impacts to persist for the three and nine months ended March 31, 2025, but currently does not anticipate long-term adverse effects[49](index=49&type=chunk) [Significant Accounting Policies](index=12&type=section&id=2.6.5%20Significant%20Accounting%20Policies) LuxExperience Group's accounting policies applied in the interim condensed consolidated financial statements are consistent with those in the fiscal year 2024 consolidated financial statements - LuxExperience Group's accounting policies applied in the interim condensed consolidated financial statements are the same as those in the fiscal year 2024 consolidated financial statements[50](index=50&type=chunk) [Critical Accounting Judgments and Estimates](index=12&type=section&id=2.6.6%20Critical%20Accounting%20Judgments%20and%20Estimates) The preparation of interim condensed consolidated financial statements requires management judgments, estimates, and assumptions consistent with those in the fiscal year 2024 consolidated financial statements, which are continuously reviewed - Management judgments, estimates, and assumptions required for preparing the interim condensed consolidated financial statements are the same as those in the fiscal year 2024 consolidated financial statements and are continuously reviewed[51](index=51&type=chunk)[52](index=52&type=chunk) [Revision of Comparative Figures](index=12&type=section&id=2.6.7%20Revision%20of%20Comparative%20Figures) The company revised comparative figures for the three and nine months ended March 31, 2024, to correct a measurement error under IFRS 15 for certain expired vouchers, impacting net sales, gross profit, losses, and equity - The company revised comparative figures for the three and nine months ended March 31, 2024, to correct a measurement error under **IFRS 15** for certain expired vouchers[53](index=53&type=chunk) - The revision resulted in a decrease in net sales and gross profit by **328 thousand Euros** and **1,038 thousand Euros**, respectively, for the three and nine months ended March 31, 2024, with a corresponding increase in operating loss, net loss, and comprehensive loss[53](index=53&type=chunk) - Basic and diluted earnings per share decreased by **0.01 Euro** and **0.02 Euro**, respectively, with a corresponding reduction in accumulated losses and equity[53](index=53&type=chunk) [Segment Information](index=13&type=section&id=2.6.8%20Segment%20Information) LuxExperience Group reports two segments, online operations and retail stores, based on internal reporting and CODM assessment, using segment EBITDA for performance measurement, with online business contributing the vast majority of net sales and EBITDA - LuxExperience Group identifies online operations and retail stores as separate operating segments and uses **segment EBITDA** to measure performance[54](index=54&type=chunk)[55](index=55&type=chunk) Segment Net Sales and EBITDA (thousand Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :---------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | **Online Business:** | | | | | | Net Sales | 230,452 | 239,363 | 606,878 | 656,290 | | Segment EBITDA | 11,565 | 13,844 | 22,859 | 39,640 | | **Retail Store Business:** | | | | | | Net Sales | 3,115 | 3,145 | 10,786 | 10,904 | | Segment EBITDA | 937 | 712 | 3,536 | 3,172 | | **Consolidated Total:** | | | | | | Net Sales | 233,568 | 242,508 | 617,664 | 667,194 | | Segment EBITDA | 12,502 | 14,556 | 26,395 | 42,812 | - Corporate administrative expenses, other transaction-related expenses, and share-based compensation expenses are not allocated to specific segments and are presented in the consolidated reconciliation[58](index=58&type=chunk)[59](index=59&type=chunk) [Net Sales and Geographic Information](index=15&type=section&id=2.6.9%20Net%20Sales%20and%20Geographic%20Information) LuxExperience Group's revenue primarily comes from global online operations, with retail store revenue from Germany, and Europe (excluding Germany) and the US being key sales regions, while no single customer accounts for over 10% of net sales - LuxExperience Group generates revenue globally through its online business, with retail store revenue originating from Germany[60](index=60&type=chunk) Net Sales by Geographic Region (thousand Euros) | Region | March 31, 2024 (3 months) | Share | March 31, 2025 (3 months) | Share | March 31, 2024 (9 months) | Share | March 31, 2025 (9 months) | Share | | :------------------- | :--------------------- | :--- | :--------------------- | :--- | :--------------------- | :--- | :--------------------- | :--- | | Germany | 32,209 | 13.8% | 31,429 | 13.0% | 94,165 | 15.2% | 90,668 | 13.6% | | United States | 52,529 | 22.5% | 54,589 | 22.5% | 127,783 | 20.7% | 141,614 | 21.2% | | Europe (excluding Germany) | 88,382 | 37.8% | 98,943 | 40.8% | 240,287 | 38.9% | 277,774 | 41.6% | | Rest of World | 60,447 | 25.9% | 57,547 | 23.7% | 155,429 | 25.2% | 157,138 | 23.6% | | **Total** | **233,568** | **100.0%** | **242,508** | **100.0%** | **617,664** | **100.0%** | **667,194** | **100.0%** | - Net sales primarily derive from luxury goods sales and service commissions from the Curated Platform Model (CPM), with service commissions accounting for less than **10%** of total net sales[62](index=62&type=chunk) [Cost of Sales, exclusive of depreciation and amortization](index=16&type=section&id=2.6.10%20Cost%20of%20Sales,%20exclusive%20of%20depreciation%20and%20amortization) Cost of sales (exclusive of depreciation and amortization) primarily includes the cost of goods sold and inventory write-downs, with inventory write-downs increasing significantly for the period ended March 31, 2025 Inventory Write-downs (thousand Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :----------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Inventory Write-downs | (819) | (1,772) | (5,361) | (7,107) | - Inventory write-downs are recognized when net realizable value falls below carrying amount, estimated as expected selling price less costs to sell[65](index=65&type=chunk) [Selling, General and Administrative Expenses](index=16&type=section&id=2.6.11%20Selling,%20General%20and%20Administrative%20Expenses) Selling, General and Administrative (SG&A) expenses significantly increased for the period ended March 31, 2025, primarily driven by a substantial rise in other transaction-related, specific legal, and other expenses - For the three months ended March 31, 2025, SG&A expenses increased by **7,766 thousand Euros**; for the nine-month period, they increased by **32,065 thousand Euros**[66](index=66&type=chunk) - The increase in SG&A expenses was primarily driven by other transaction-related, specific legal, and other expenses, amounting to **7,367 thousand Euros** and **38,256 thousand Euros** for the three and nine-month periods, respectively[66](index=66&type=chunk) [Finance Costs, Net](index=16&type=section&id=2.6.12%20Finance%20Costs,%20Net) As of March 31, 2025, LuxExperience B.V.'s net finance costs decreased for the three-month period but increased for the nine-month period, mainly due to interest expenses on the revolving credit facility (RCF), from which the company drew 25 million Euros Finance Costs, Net (thousand Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Interest Expense on Revolving Credit Facility | (566) | (337) | (1,268) | (2,157) | | Interest Expense on Leases | (719) | (632) | (2,224) | (1,986) | | Total Finance Costs | (1,285) | (969) | (3,491) | (4,143) | | Other Interest Income | 2 | 0 | 3 | (0) | | Finance Costs, Net | (1,283) | (969) | (3,488) | (4,143) | - As of March 31, 2025, the company had drawn **25 million Euros** in cash from its **75 million Euro** Revolving Credit Facility (RCF), with an additional **8.6 million Euros** used for guarantees[67](index=67&type=chunk) [Income Taxes](index=16&type=section&id=2.6.13%20Income%20Taxes) As of March 31, 2025, LuxExperience B.V.'s effective tax rate significantly increased, with income tax benefits primarily driven by deferred and current tax benefits, influenced by non-deductible share-based compensation and expected positive annual pre-tax income under German tax law Effective Tax Rate (%) | Period | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Effective Tax Rate | 2.0% | 14.1% | 10.6% | 20.0% | - For the nine months ended March 31, 2025, the income tax benefit was primarily driven by **7.2 million Euros** in deferred tax benefits and **1.2 million Euros** in current tax benefits[69](index=69&type=chunk) - Changes in the effective tax rate and tax expenses were primarily influenced by non-deductible share-based compensation (SBC) expenses and the application of a positive tax rate to losses due to expected positive annual pre-tax income under German tax law[70](index=70&type=chunk) [Property and Equipment](index=18&type=section&id=2.6.14%20Property%20and%20Equipment) As of March 31, 2025, LuxExperience B.V.'s property and equipment value decreased, mainly due to a **3.1 million Euro** impairment loss recognized under IAS 36 for assets at the Heimstetten distribution center, which closed in August 2024 - As of March 31, 2025, property and equipment decreased from **43,653 thousand Euros** on June 30, 2024, to **37,892 thousand Euros**[72](index=72&type=chunk) - Depreciation and amortization includes an impairment loss of **3.1 million Euros**, recognized under **IAS 36** for property and equipment used at the Heimstetten distribution center, which closed in August 2024[72](index=72&type=chunk) [Other Assets](index=18&type=section&id=2.6.15%20Other%20Assets) As of March 31, 2025, LuxExperience B.V.'s other current and non-current assets remained relatively stable, with current assets primarily comprising assets from returns, prepaid expenses, and receivables, and non-current assets mainly consisting of non-current prepaid expenses and deposits Other Current Assets Breakdown (thousand Euros) | Metric | June 30, 2024 | March 31, 2025 | | :----------------------- | :------------- | :------------- | | Assets from Returns | 13,205 | 11,962 | | Prepaid Expenses | 4,233 | 4,625 | | DDP Duty Refunds | 14,352 | 7,619 | | Other Current Assets | 9,696 | 13,597 | | **Total** | **45,306** | **45,263** | Other Non-Current Assets Breakdown (thousand Euros) | Metric | June 30, 2024 | March 31, 2025 | | :----------------------- | :------------- | :------------- | | Non-Current Deposits | 1,431 | 1,583 | | Non-Current Prepaid Expenses | 6,112 | 5,990 | | **Total** | **7,572** | **7,573** | [Share-based Compensation](index=18&type=section&id=2.6.16%20Share-based%20Compensation) LuxExperience B.V. implemented various share-based compensation plans, including IPO-related "Alignment Awards" and "Catch-up Awards," annual Supervisory Board member plans, and Long-Term Incentive (LTI) plans with time-vesting and non-market performance-vesting RSUs and stock options, along with an Employee Stock Purchase Plan (ESPP) - The company implemented the **2020 Omnibus Incentive Compensation Plan**, granting share-based compensation to key management personnel and Supervisory Board members, including IPO-related **"Alignment Awards"** (stock options) and **"Catch-up Awards"** (phantom shares)[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - Annual plans include **Restricted Stock Units (RSUs)** for Supervisory Board members and a **Long-Term Incentive (LTI) plan** for key management personnel, with LTI comprising time-vesting and non-market performance-vesting RSUs and stock options[80](index=80&type=chunk)[85](index=85&type=chunk)[91](index=91&type=chunk) Recognized Share-based Compensation Expenses (thousand Euros) | Expense Category | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :----------------------- | :--------------------- | :--------------------- | | Total Share-based Compensation Expense | 14,321 | 13,090 | | Of which: Stock Options (Alignment Awards) | 10,506 | 4,178 | | Of which: Stock Options (LTI) | 680 | 2,722 | | Of which: Restricted Stock Units | 3,135 | 5,819 | [Financial Instruments and Financial Risk Management](index=26&type=section&id=2.6.17%20Financial%20Instruments%20and%20Financial%20Risk%20Management) LuxExperience B.V. discloses the carrying and fair values of its financial assets and liabilities, including derivative financial instruments (hedge accounting), as of March 31, 2025, and reports a negative cash flow hedge reserve without netting financial instruments Financial Instruments (as of March 31, 2025, thousand Euros) | Metric | Carrying Amount | IFRS 9 Category | | :--------------------------------------- | :------------- | :----------- | | **Financial Assets:** | | | | Non-Current Deposits | 1,583 | Amortized Cost | | Trade and Other Receivables | 13,607 | Amortized Cost | | Cash and Cash Equivalents | 14,240 | Amortized Cost | | Derivative Instruments (Hedge Accounting) | 189 | N/A | | **Financial Liabilities:** | | | | Borrowings | 25,000 | Amortized Cost | | Lease Liabilities (Non-Current) | 37,094 | N/A | | Lease Liabilities (Current) | 7,929 | N/A | | Trade and Other Payables | 69,712 | Amortized Cost | | Derivative Instruments (Hedge Accounting) | 560 | N/A | - As of March 31, 2025, the company recorded a **negative cash flow hedge reserve of 268 thousand Euros**[118](index=118&type=chunk) - Forward foreign exchange contracts are valued based on the present value of future cash flows, with fair value considered Level 2 fair value[114](index=114&type=chunk) [Events After Reporting Period](index=28&type=section&id=2.6.18%20Events%20After%20Reporting%20Period) Post-reporting period, LuxExperience B.V. acquired 100% of YOOX Net-a-Porter Group S.p.A. (YNAP) on April 23, 2025, by issuing 49,741,342 new shares to Richemont, representing 33% of the acquirer's fully diluted share capital, and subsequently rebranded to LuxExperience B.V. with a new ticker "LUXE" and announced a new senior leadership team - LuxExperience B.V. completed the acquisition of **100%** of **YOOX Net-a-Porter Group S.p.A. (YNAP)** on April 23, 2025[119](index=119&type=chunk) - As consideration, the company issued **49,741,342 new shares** to Richemont, representing **33%** of the acquirer's fully diluted share capital, with a fair value of **364.7 million Euros** for the transaction consideration[119](index=119&type=chunk) - The company changed its name to **LuxExperience B.V.** on May 1, 2025, and listed on the New York Stock Exchange under the ticker symbol **"LUXE"**, reflecting its vision to become a leading global luxury multi-brand digital platform[125](index=125&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) [Introduction and Forward-Looking Statements](index=30&type=section&id=3.1%20Introduction%20and%20Forward-Looking%20Statements) This section discusses LuxExperience B.V.'s financial condition and operating results, including forward-looking statements based on current plans, expectations, and beliefs, which involve risks and uncertainties where actual results may differ materially - This discussion and analysis contains forward-looking statements, involving risks and uncertainties, where actual results may differ materially from expectations[127](index=127&type=chunk)[128](index=128&type=chunk) [Overview of Business and Economic Factors](index=30&type=section&id=3.2%20Overview%20of%20Business%20and%20Economic%20Factors) LuxExperience Group operates a global luxury digital platform through Mytheresa, maintaining operational stability despite global economic uncertainties, geopolitical conflicts, inflation, and high interest rates, which are expected to persist but without long-term adverse effects, and its business exhibits seasonality different from traditional retailers - LuxExperience Group operates a global luxury digital platform through Mytheresa, offering a highly curated selection of luxury brand products across women's wear, men's wear, kids' wear, lifestyle, and fine jewelry[129](index=129&type=chunk)[162](index=162&type=chunk) - Macroeconomic factors such as global economic uncertainties, geopolitical conflicts, inflationary pressures, and high interest rates have negatively impacted business activities and customer demand, which are expected to persist, but management does not anticipate long-term adverse effects[130](index=130&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - The company's business experiences seasonal fluctuations, but due to its global operations, it differs from traditional retailers' concentrated holiday quarter sales patterns[135](index=135&type=chunk) [Recent Developments](index=31&type=section&id=3.3%20Recent%20Developments) LuxExperience B.V. acquired YOOX Net-a-Porter Group S.p.A. (YNAP) on April 23, 2025, rebranded to LuxExperience B.V. with the ticker "LUXE" on May 1, 2025, and announced a new senior leadership team to execute its transformation strategy - LuxExperience B.V. completed the acquisition of **YOOX Net-a-Porter Group S.p.A. (YNAP)** on April 23, 2025, with YNAP transferred with **555 million Euros** in net cash and no financial debt[136](index=136&type=chunk) - The company changed its name to **LuxExperience B.V.** on May 1, 2025, and listed on the New York Stock Exchange under the ticker symbol **"LUXE"**[137](index=137&type=chunk) - The company announced a new combined senior leadership team to execute its transformation strategy and drive growth and profitability[138](index=138&type=chunk) [Key Operating and Financial Metrics](index=32&type=section&id=3.4%20Key%20Operating%20and%20Financial%20Metrics) This section details LuxExperience B.V.'s key operating and financial metrics, including GMV, active customers, orders, average order value, net sales, gross profit, operating and net losses, and adjusted non-IFRS measures, which are used to assess business progress, allocate investments, and evaluate performance Key Operating and Financial Metrics (as of March 31, 2025) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :-------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | GMV (million Euros) | € 251.9 | € 261.3 | € 674.3 | € 722.6 | | Active Customers (LTM, thousand people) | 862 | 837 | 862 | 837 | | Total Orders Shipped (LTM, thousand orders) | 2,065 | 2,055 | 2,065 | 2,055 | | Average Order Value (LTM) | 692 | 753 | 692 | 753 | | Net Sales (million Euros) | € 233.6 | € 242.5 | € 617.7 | € 667.2 | | Gross Profit (million Euros) | € 101.3 | € 108.5 | € 278.7 | € 310.8 | | Operating Loss (million Euros) | € (2.1) | € (5.4) | € (20.4) | € (38.0) | | Net Loss (million Euros) | € (3.3) | € (5.5) | € (21.3) | € (33.7) | | Adjusted EBITDA (million Euros) | € 8.9 | € 9.3 | € 15.2 | € 28.4 | | Adjusted Operating Income (million Euros) | € 5.0 | € 5.5 | € 4.1 | € 16.6 | | Adjusted Net Income (million Euros) | € 3.8 | € 5.4 | € 3.2 | € 21.4 | - **GMV**, **active customers**, **total orders shipped**, and **average order value** are operating metrics calculated based on data from the last twelve months (LTM)[139](index=139&type=chunk) - **Adjusted EBITDA**, **Adjusted Operating Income**, and **Adjusted Net Income** are non-IFRS financial measures used to assess business performance, excluding items beyond management's control or not reflecting core operating performance[139](index=139&type=chunk) [Factors Affecting our Performance](index=36&type=section&id=3.5%20Factors%20Affecting%20our%20Performance) LuxExperience B.V.'s performance is influenced by economic trends, brand awareness, luxury brand partnerships, online luxury market growth, category expansion, inventory management, and investments in operations and infrastructure, requiring effective management to sustain growth and profitability - Overall economic conditions and changes in consumer behavior significantly impact the company's business, with positive economic conditions fostering consumption and economic weakness potentially having a negative impact[158](index=158&type=chunk) - The company continuously invests in brand marketing activities to expand brand awareness and relies on long-term partnerships with top luxury fashion brands[159](index=159&type=chunk)[160](index=160&type=chunk) - The online luxury market is expected to continue growing, and the company seizes market opportunities by expanding into categories such as men's wear, kids' wear, and lifestyle products[161](index=161&type=chunk)[162](index=162&type=chunk) - The company utilizes customer data and buyer expertise for inventory management and plans to invest in operations, fulfillment capabilities, and logistics infrastructure to enhance efficiency and support business growth[163](index=163&type=chunk)[164](index=164&type=chunk) - The Curated Platform Model (CPM) integrates direct retail operations with brand partners, offering scalable desirable products, improving capital efficiency, and increasing revenue and profit[166](index=166&type=chunk) [Components of our Results of Operations](index=39&type=section&id=3.6%20Components%20of%20our%20Results%20of%20Operations) This section defines LuxExperience B.V.'s operating performance components, including net sales, cost of sales (exclusive of depreciation and amortization), gross profit, shipping and payment costs, marketing expenses, selling, general and administrative expenses, depreciation and amortization, other income (expense) net, and finance costs net, explaining their main constituents and influencing factors - Net sales include revenue from sales of apparel, bags, shoes, accessories, fine jewelry, and other categories, as well as shipping revenue and duties paid, net of promotional discounts and returns, typically recognized upon delivery to the end customer[167](index=167&type=chunk) - Cost of sales (exclusive of depreciation and amortization) includes the cost of goods sold (net of trade discounts) and inventory write-downs, related to changes in net sales and inventory write-downs[168](index=168&type=chunk) - Selling, general and administrative expenses include personnel costs (salaries, benefits, etc.) and general administrative expenses (IT, rent, consulting, insurance, share-based compensation, other transaction-related expenses, etc.)[172](index=172&type=chunk) - Finance costs net include interest expenses on the Revolving Credit Facility (RCF) and leases[175](index=175&type=chunk)[176](index=176&type=chunk) [Detailed Results of Operations](index=40&type=section&id=3.7%20Detailed%20Results%20of%20Operations) This section provides a detailed analysis of LuxExperience B.V.'s operating results for the three and nine months ended March 31, 2025, covering changes and drivers for GMV, net sales, cost of sales, gross profit, shipping and payment costs, marketing expenses, SG&A, depreciation and amortization, net finance costs, and income tax (expense) benefit [Consolidated Statements of Profit & Loss](index=40&type=section&id=3.7.1%20Consolidated%20Statements%20of%20Profit%20%26%20Loss) For the three and nine months ended March 31, 2025, LuxExperience B.V. experienced growth in net sales but also an expansion of both operating and net losses Consolidated Statements of Profit & Loss (thousand Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Net Sales | 233,568 | 242,508 | 617,664 | 667,194 | | Cost of Sales (exclusive of depreciation and amortization) | (132,290) | (133,976) | (338,964) | (356,443) | | Gross Profit | 101,277 | 108,532 | 278,700 | 310,751 | | Operating Loss | (2,106) | (5,422) | (20,355) | (38,006) | | Finance Costs, Net | (1,283) | (969) | (3,488) | (4,143) | | Net Loss | (3,320) | (5,493) | (21,307) | (33,704) | [Performance Ratios](index=41&type=section&id=3.7.2%20Performance%20Ratios) For the three and nine months ended March 31, 2025, LuxExperience B.V. improved its gross margin, reduced adjusted shipping and payment costs as a percentage of GMV, but saw an increase in marketing expenses and adjusted SG&A as a percentage of GMV Performance Ratios (as % of GMV/Net Sales) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | GMV | 100.0% | 100.0% | 100.0% | 100.0% | | Net Sales as % of GMV | 92.7% | 92.8% | 91.6% | 92.3% | | Cost of Sales as % of GMV | (52.5%) | (51.3%) | (50.3%) | (49.3%) | | Gross Profit as % of Net Sales | 43.4% | 44.8% | 45.1% | 46.6% | | Adjusted Shipping and Payment Costs as % of GMV | (15.3%) | (14.0%) | (14.7%) | (13.8%) | | Marketing Expenses as % of GMV | (9.2%) | (10.2%) | (10.4%) | (11.3%) | | Adjusted Selling, General and Administrative Expenses as % of GMV | (12.2%) | (13.0%) | (14.0%) | (13.6%) | | Adjusted Depreciation and Amortization as % of GMV | (1.5%) | (1.5%) | (1.6%) | (1.6%) | | Adjusted Operating Income as % of Net Sales | 2.1% | 2.3% | 0.7% | 2.5% | [Gross Merchandise Value (GMV) Analysis](index=41&type=section&id=3.7.3%20Gross%20Merchandise%20Value%20(GMV)%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s GMV grew by **3.8%** and **7.2%**, respectively, primarily driven by an increase in Average Order Value (AOV) - For the three months ended March 31, 2025, **GMV** increased by **9.5 million Euros (3.8%)**; for the nine-month period, it increased by **48.2 million Euros (7.2%)**[179](index=179&type=chunk) - **GMV** growth was primarily driven by an increase in **Average Order Value (AOV)**[179](index=179&type=chunk) [Net Sales Analysis](index=41&type=section&id=3.7.4%20Net%20Sales%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s net sales grew by **3.8%** and **8.0%**, respectively, with the nine-month growth outpacing GMV due to stronger performance from wholesale brands over Curated Platform Model (CPM) brands and CPM commissions being less than **10%** of net sales - For the three months ended March 31, 2025, **net sales** increased by **8.9 million Euros (3.8%)**; for the nine-month period, they increased by **49.5 million Euros (8.0%)**[180](index=180&type=chunk) - Net sales growth for the nine-month period outpaced **GMV**, primarily due to stronger performance from wholesale brands over Curated Platform Model (CPM) brands, and CPM commissions being less than **10%** of net sales[180](index=180&type=chunk) [Cost of Sales Analysis](index=42&type=section&id=3.7.5%20Cost%20of%20Sales%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s cost of sales (exclusive of depreciation and amortization) increased by **1.3%** and **5.2%**, respectively, aligning with GMV and net sales growth but at a lower rate, leading to an improved gross margin - For the three months ended March 31, 2025, **cost of sales (exclusive of depreciation and amortization)** increased by **1.7 million Euros (1.3%)**; for the nine-month period, it increased by **17.5 million Euros (5.2%)**[182](index=182&type=chunk) - The growth in cost of sales is consistent with the trends in **GMV** and **net sales**, but at a lower growth rate, leading to an improved gross margin[182](index=182&type=chunk) [Gross Profit Analysis](index=42&type=section&id=3.7.6%20Gross%20Profit%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s gross profit grew by **7.2%** and **11.5%**, respectively, with gross margin improving by **140 basis points** and **150 basis points**, primarily due to a higher proportion of full-price sales - For the three months ended March 31, 2025, **gross profit** increased by **7.3 million Euros (7.2%)**; for the nine-month period, it increased by **32.1 million Euros (11.5%)**[183](index=183&type=chunk) - **Gross margin** improved by **140 basis points** for the three-month period and **150 basis points** for the nine-month period, primarily driven by a higher proportion of full-price sales[183](index=183&type=chunk) [Shipping and Payment Costs Analysis](index=42&type=section&id=3.7.7%20Shipping%20and%20Payment%20Costs%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s shipping and payment costs decreased by **6.8%** and **0.4%**, respectively, with the percentage of GMV declining due to an increase in Average Order Value (AOV) - For the three months ended March 31, 2025, **shipping and payment costs** decreased by **2.7 million Euros (6.8%)**; for the nine-month period, they decreased by **0.5 million Euros (0.4%)**[184](index=184&type=chunk) - Shipping and payment costs as a percentage of **GMV** decreased from **15.6% to 14.0%** for the three-month period and from **14.8% to 13.8%** for the nine-month period, primarily driven by an increase in **Average Order Value (AOV)**[184](index=184&type=chunk) [Marketing Expenses Analysis](index=43&type=section&id=3.7.8%20Marketing%20Expenses%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s marketing expenses increased by **14.9%** and **16.2%**, respectively, with the percentage of net sales and GMV rising due to increased marketing activities and events aimed at attracting new high-potential customers and retaining top existing clients - For the three months ended March 31, 2025, **marketing expenses** increased by **3.4 million Euros (14.9%)**; for the nine-month period, they increased by **11.3 million Euros (16.2%)**[187](index=187&type=chunk) - Marketing expenses as a percentage of **net sales** and **GMV** increased, primarily driven by increased marketing activities and events to attract new customers and retain existing ones[188](index=188&type=chunk) [Selling, General and Administrative Expenses Analysis](index=43&type=section&id=3.7.9%20Selling,%20General%20and%20Administrative%20Expenses%20Analysis) For the three and nine months ended March 31, 2025, LuxExperience B.V.'s Selling, General and Administrative (SG&A) expenses increased by **20.9%** and **27.3%**, respectively, primarily driven by a significant rise in other transaction-related, specific legal, and other expenses, though adjusted SG&A as a percentage of GMV decreased for the nine-month period after excluding share-based compensation and these special expenses - For the three months ended March 31, 2025, **SG&A expenses** increased by **7.8 million Euros (20.9%)**; for the nine-month period, they increased by **32.1 million Euros (27.3%)**[189](index=189&type=chunk) - The increase in **SG&A expenses** was primarily driven by other transaction-related, specific legal, and other expenses, amounting to **7.4 million Euros** and **38.3 million Euros** for the three and nine-month periods, respectively[189](index=189&type=chunk) - Excluding share-based compensation and special expenses, **adjusted SG&A expenses** as a percentage of **GMV** decreased from **14.0% to 13.6%** for the nine-month period[192](index=192&type=chunk) [Depreciation and Amortization Analysis](index=45&type=section&id=3.7.10%20Depreciation%20and%20Amortization%20Analysis) For the three months ended March 31, 2025, LuxExperience B.V.'s depreciation and amortization expenses remained constant, but for the nine-month period, they increased by **34.4%**, primarily due to a **3.1 million Euro** impairment loss on property and equipment related to the closure of the Heimstetten distribution center - For the three months ended March 31, 2025, **depreciation and amortization expenses** remained constant; for the nine-month period, they increased by **3.8 million Euros (34.4%)**[195](index=195&type=chunk) - The increase for the nine-month period was primarily driven by a **3.1 million Euro** impairment loss on property and equipment related to the closure of the Heimstetten distribution center[195](index=195&type=chunk) [Finance Costs, Net Analysis](index=45&type=section&id=3.7.11%20Finance%20Costs,%20Net%20Analysis) For the three months ended March 31, 2025, LuxExperience B.V.'s net finance costs decreased by **24.4%**, but for the nine-month period, they increased by **18.8%**, mainly due to higher utilization of the Revolving Credit Facility (RCF), with the nine-month period also including a **0.5 million Euro** RCF agreement amendment fee - For the three months ended March 31, 2025, **net finance costs** decreased by **0.3 million Euros (24.4%)**; for the nine-month period, they increased by **0.7 million Euros (18.8%)**[197](index=197&type=chunk) - The increase in net finance costs for the nine-month period was primarily due to higher utilization of the **Revolving Credit Facility (RCF)**[197](index=197&type=chunk) - Finance costs for the nine-month period also included a **0.5 million Euro** RCF agreement amendment fee, incurred to permit the business combination[198](index=198&type=chunk) [Income Tax (Expense) Benefit Analysis](index=46&type=section&id=3.7.12%20Income%20Tax%20(Expense)%20Benefit%20Analysis) For the nine months ended March 31, 2025, LuxExperience B.V.'s income tax benefit was primarily driven by **7.2 million Euros** in deferred tax benefits and **1.2 million Euros** in current tax benefits, with changes in the effective tax rate influenced by non-deductible share-based compensation expenses and the application of a positive tax rate to losses under German tax law due to expected positive annual pre-tax income - For the nine months ended March 31, 2025, the **income tax benefit** was primarily driven by **7.2 million Euros** in deferred tax benefits and **1.2 million Euros** in current tax benefits[199](index=199&type=chunk) - Changes in the **effective tax rate** and tax expenses were primarily influenced by non-deductible share-based compensation (SBC) expenses and the application of a positive tax rate to losses due to expected positive annual pre-tax income under German tax law[200](index=200&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=3.8%20Liquidity%20and%20Capital%20Resources) LuxExperience B.V.'s liquidity primarily stems from cash generated by operations, existing cash and cash equivalents, and a **75 million Euro** revolving credit facility (RCF), from which **25 million Euros** were drawn as of March 31, 2025, with reduced cash outflows from operating and investing activities and slightly decreased financing cash inflows, and the company expects sufficient liquidity for the next twelve months - The company's primary sources of liquidity are cash generated from operating activities, existing cash and cash equivalents, and a **75 million Euro** Revolving Credit Facility (RCF)[202](index=202&type=chunk) - As of March 31, 2025, the company had drawn **25 million Euros** in cash from the RCF, with an additional **8.6 million Euros** used for guarantees[202](index=202&type=chunk) Summary of Consolidated Cash Flow Data (thousand Euros) | Metric | March 31, 2024 (3 months) | March 31, 2025 (3 months) | March 31, 2024 (9 months) | March 31, 2025 (9 months) | | :--------------------------------------- | :--------------------- | :--------------------- | :--------------------- | :--------------------- | | Net Cash Flow from Operating Activities | (11,622) | 18,726 | (26,389) | (13,881) | | Net Cash Outflow from Investing Activities | (4,855) | (553) | (9,411) | (2,261) | | Net Cash Flow from Financing Activities | 20,546 | (17,703) | 16,230 | 15,208 | - The company expects its existing cash balance, cash flows from operating activities, and financing arrangements under the RCF to be sufficient to meet its operating needs for the next twelve months[206](index=206&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) [Interest Rate Risk](index=48&type=section&id=4.1%20Interest%20Rate%20Risk) LuxExperience B.V.'s cash and cash equivalents are primarily held in short-term deposits, thus their fair value is not significantly affected by interest rate changes, and the company does not expect interest rates to materially impact its operating results - The fair value of the company's cash and cash equivalents is not significantly affected by changes in interest rates due to the short-term nature of these instruments[213](index=213&type=chunk) - The company does not expect interest rates to have a material impact on its operating results[213](index=213&type=chunk) [Foreign Exchange Risk](index=48&type=section&id=4.2%20Foreign%20Exchange%20Risk) LuxExperience B.V.'s revenue, denominated in eight currencies with significant portions in Euros, US Dollars, and British Pounds, is susceptible to foreign exchange rate fluctuations, which the company mitigates through hedging five major currencies, though not entirely eliminating risk, and with hedging contracts typically under one year - The company's revenue is denominated in **eight currencies**, with significant portions in **Euros**, **US Dollars**, and **British Pounds**, making revenue susceptible to foreign exchange rate fluctuations[214](index=214&type=chunk) - To mitigate foreign exchange risk, the company hedges **five major currencies**, but hedging strategies cannot completely eliminate risk, and hedging contracts typically have a term of less than one year[215](index=215&type=chunk) - Approximately **90%** of the company's purchases are denominated in **Euros**, and about **95%** of its employees are located in Germany or other Eurozone countries, thus cost of sales and operating expenses are less affected by foreign exchange risk[214](index=214&type=chunk) [Recent Accounting Pronouncements](index=48&type=section&id=4.3%20Recent%20Accounting%20Pronouncements) For a detailed discussion of recent accounting pronouncements, please refer to LuxExperience B.V.'s consolidated financial statements - For a detailed discussion of recent accounting pronouncements, please refer to the company's consolidated financial statements[216](index=216&type=chunk) [Legal Proceedings](index=48&type=section&id=LEGAL%20PROCEEDINGS) [Legal Proceedings Overview](index=48&type=section&id=5.1%20Legal%20Proceedings%20Overview) LuxExperience B.V. is occasionally involved in legal proceedings and claims, but management believes no current litigation will materially adversely affect the company's business, operating results, cash flows, or financial condition, though future litigation may be necessary to protect its legal rights - The company is involved in legal proceedings and claims from time to time, but management believes no current litigation will materially adversely affect the company's business, operating results, cash flows, or financial condition[218](index=218&type=chunk) - The company may need to take additional legal action in the future to enforce its intellectual property and contractual rights, protect confidential information, or determine the validity and scope of others' proprietary rights[218](index=218&type=chunk)

Core Viewpoint - Mytheresa has successfully completed the acquisition of YOOX NET-A-PORTER (YNAP) from Richemont, marking a significant milestone in its growth strategy within the digital luxury retail sector [1][4]. Company Overview - Mytheresa is now the sole shareholder of YNAP, which will be fully consolidated under MYT Netherlands Parent B.V. and renamed "LuxExperience B.V." The company will continue to be listed on the New York Stock Exchange with the new ticker symbol "LUXE" effective May 1, 2025 [2][12]. - In exchange for all shares of YNAP, Richemont received 49,741,342 shares in Mytheresa, representing 33% of Mytheresa's fully diluted share capital post-issuance of the consideration shares [3]. Strategic Implications - The acquisition is expected to enhance Mytheresa's position in the digital luxury market by integrating several well-known retail brands, including Mytheresa, NET-A-PORTER, MR PORTER, YOOX, and THE OUTNET, which will benefit from shared infrastructure and operational efficiencies [4]. - The off-price division, consisting of YOOX and THE OUTNET, will be separated from the luxury division to streamline operations under the new structure [4]. Financial Position - Richemont's cash position of €555 million and the absence of financial debt in YNAP were key factors in the acquisition, providing Mytheresa with a strong financial foundation for future growth [3]. Market Context - Mytheresa reported €913.6 million in Gross Merchandise Value (GMV) for fiscal year 2024, reflecting a 7% increase compared to fiscal year 2023, indicating a positive growth trajectory in the luxury e-commerce sector [11].

Core Viewpoint - Mytheresa has received final regulatory clearance to acquire YOOX NET-A-PORTER from Richemont, with the transaction expected to close on April 23, 2025 [1][5]. Group 1: Acquisition Details - Mytheresa signed binding agreements on October 7, 2024, to acquire 100% of YNAP's share capital from Richemont, aiming to create a leading global multi-brand digital luxury group [2]. - The combined entity will operate under the name "LuxExperience B.V." and will include brands such as Mytheresa, NET-A-PORTER, MR PORTER, YOOX, and THE OUTNET [2][4]. - At closing, Mytheresa will issue new shares to Richemont representing 33% of Mytheresa's fully diluted share capital, and Richemont will sell YNAP with a cash position of €555 million and no financial debt [3]. Group 2: Financial Projections and Goals - The acquisition aligns with Mytheresa's ambition to build a leading online luxury group with an estimated Gross Merchandise Value (GMV) of around €3 billion per annum [3]. - The medium-term goal for LuxExperience is to grow to a €4 billion GMV per annum business with an adjusted EBITDA margin exceeding 8% [3]. - The restructuring of YNAP is expected to take 24 to 36 months, with Mytheresa well-funded for this transformation due to a net cash position of €555 million at closing [3]. Group 3: Operational Strategy - Mytheresa, NET-A-PORTER, and MR PORTER will maintain their distinct brand identities while sharing central infrastructure resources [4]. - The off-price division, consisting of YOOX and THE OUTNET, will be separated from the luxury division to create a more efficient operating model [4].

Core Viewpoint - Mytheresa has received final regulatory clearance to acquire YOOX NET-A-PORTER (YNAP) from Richemont, with the transaction expected to close on April 23, 2025, marking a significant step towards creating a leading global multi-brand digital luxury group [1][2][5]. Group 1: Acquisition Details - Mytheresa signed binding agreements on October 7, 2024, to acquire 100% of YNAP's share capital from Richemont, aiming to establish a prominent digital luxury platform under the name "LuxExperience B.V." [2][5]. - The combined entity will include brands such as Mytheresa, NET-A-PORTER, MR PORTER, YOOX, and THE OUTNET, offering a curated selection of luxury brands to customers [2][4]. Group 2: Financial Projections and Strategy - Mytheresa aims to achieve a Gross Merchandise Value (GMV) of approximately €3 billion annually post-acquisition, with a medium-term goal of reaching €4 billion GMV and an adjusted EBITDA margin exceeding 8% [3][5]. - The acquisition is expected to initially dilute Mytheresa's EBITDA margin, but the company is prepared for a transformation to return YNAP to profitability within 24 to 36 months, supported by a net cash position of €555 million at closing [3][5]. Group 3: Leadership and Governance - Upon closing, Mytheresa will issue new shares to Richemont, representing 33% of Mytheresa's fully diluted share capital, and Richemont will provide a €100 million revolving credit facility to YNAP [3][5]. - Burkhart Grund, CFO of Richemont, will join Mytheresa's Supervisory Board as a new member following the transaction [3]. Group 4: Operational Structure - Mytheresa, NET-A-PORTER, and MR PORTER will maintain their distinct brand identities while sharing central infrastructure resources, while YOOX and THE OUTNET will operate separately from the luxury division for improved efficiency [4].

Group 1: MYT Netherlands Parent B.V. (MYTE) - MYT Netherlands shares increased by 7.5% to close at $7.05, supported by high trading volume, despite a 30.7% loss over the past four weeks [1] - The company is experiencing growth due to increased average order value, high customer satisfaction, and exclusive luxury brand partnerships [1] - The consensus EPS estimate for the upcoming quarterly report is $0.03, reflecting a year-over-year decline of 40%, while revenues are projected at $259.44 million, a 2.2% increase from the previous year [2] Group 2: Earnings and Stock Performance - The consensus EPS estimate for MYT Netherlands has remained unchanged over the last 30 days, indicating that stock price movements may not sustain without earnings estimate revisions [3] - MYT Netherlands holds a Zacks Rank of 3 (Hold), suggesting a neutral outlook [3] - In comparison, eBay (EBAY) has also maintained a Zacks Rank of 3, with an unchanged EPS estimate of $1.34, representing a 7.2% increase year-over-year [4]

Group 1 - Building Benjamins is a free stock picking and market commentary investment newsletter published by Tradition Investment Management, LLC [1] - Benjamin Halliburton, the founder, has a notable background in investment, having founded Tradition Capital Management in 2000 and received multiple accolades for his performance [1] - Halliburton has extensive experience in the investment field, starting his career at Merrill Lynch in 1986 and earning an MBA with a focus on finance from Duke's Fuqua School of Business in 1990 [1] Group 2 - Halliburton was recognized as "PSN Manager of the Decade" for All-Cap in the 2000s and for Dividend Value in the 2010s, highlighting his successful investment strategies [1] - He achieved the Chartered Financial Analyst designation in 1994 and was the top-performing portfolio manager at Brundage, Story and Rose during the 1990s bull market [1] - Halliburton was noted as the youngest partner at his firm and received high praise from senior managing partners for his investment acumen [1]

Financial Data and Key Metrics Changes - In Q2 of fiscal year 2025, the company achieved a net sales growth of 13.4% compared to Q2 of fiscal year 2024, with gross profit increasing by 16% to €113.6 million [38][44] - The adjusted EBITDA margin improved by 350 basis points to 7.3% compared to 3.8% in the prior year quarter [49] - Average order value (AOV) increased by 9.5% to €736, reflecting a successful focus on high-end luxury products [42][16] Business Line Data and Key Metrics Changes - The company's GMV (Gross Merchandise Value) grew by 11.9% in Q2 of fiscal year 2025 compared to the same period last year, driven by a 13.6% increase in GMV per top customer [12][41] - The business with top customers in the U.S. saw a significant GMV growth of 34.7% in Q2 of fiscal year 2025 [15][43] Market Data and Key Metrics Changes - The U.S. market accounted for 20.6% of total net sales, with a net sales growth of 17.6% in Q2 of fiscal year 2025 [13][43] - Europe, including Germany and the UK, experienced a net sales growth of 12.8% in the same quarter [14] Company Strategy and Development Direction - The company is focused on high-spending, wardrobe-building customers, which is a fundamental driver of its success [15][10] - The expected acquisition of YNAP is seen as a strategic move to create a global digital luxury platform, enhancing the company's market position [9][29] - The new group will be branded as LuxExperience, emphasizing a focus on luxury experiences and customer engagement [31][32] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the luxury market's recovery, despite ongoing macroeconomic uncertainties [7][78] - The company is confident in achieving its fiscal year 2025 targets, supported by strong performance in the first half of the year [59][57] Other Important Information - The company reported stable return rates and improving cost ratios, indicating operational efficiency [17][45] - The marketing cost ratio increased to 12.3% in Q2, reflecting a strategic investment in customer acquisition [46][94] Q&A Session Summary Question: Thoughts on technology stack and integration opportunities with YNAP - Management indicated a strategy to integrate YNAP's luxury businesses onto the Mytheresa platform, expecting a re-platforming duration of 24 to 36 months [65][66] Question: Current health of the digital luxury backdrop and acceleration in demand - Management noted strong demand from big spenders, particularly in the U.S. and Europe, while acknowledging challenges in Greater China [76][78] Question: Timeline for return to historical high single-digit EBITDA margins - Management expects to return to higher single-digit margins in the medium term, driven by improvements in gross margins [82] Question: Trends of aspirational customers and marketing spend - Management observed growth in aspirational customers, particularly in the U.S. and Europe, and indicated a return to normal marketing spend levels [87][94] Question: Insights on price points and luxury market dynamics - Management confirmed that their business is driven by high-priced items and noted a pause on further price increases [98][100] Question: Top customer profile by region - Management shared that top customers account for close to 40% of revenue, with higher average order values in Greater China and the Arabic Peninsula [112][113]

Business Performance - Mytheresa's GMV增长强劲，Q2 FY25同比增长+11.9%[14]，H1 FY25同比增长+9.2%[14] - 美国市场GMV增长显著，Q2 FY25同比增长+17.1%[14]，美国市场GMV占比扩大至20.1%[14] - LTM活跃客户数量稳定在843,000[14] - Q2 FY25顶级客户的GMV持续增长，同比增长+13.6%[14] - Q2 FY25净推荐值(NPS)高达83.3%[14] Financial Highlights - Q2 FY25 GMV达到2.447亿欧元，同比增长11.9%[41] - Q2 FY25净销售额为2.23亿欧元，同比增长13.4%[41] - Q2 FY25毛利率为50.9%，增长110个基点[41] - Q2 FY25调整后EBITDA为1620万欧元，同比增长114.8%，调整后EBITDA利润率为7.3%[41] - Q2 FY25调整后运营收入为1220万欧元，同比增长232.0%，调整后运营收入利润率为5.5%[41] - Q2 FY25调整后净利润为1060万欧元，同比增长299.6%，调整后净利润率为4.8%[41] Strategic Initiatives - 预计完成YOOX NET-A-PORTER (YNAP) 收购后，新集团名称将更名为 "LuxExperience"[14] - Mytheresa与Bemelmans Bar合作在阿斯彭推出为期两周的沉浸式滑雪后体验[14] - 与Khaite, Alaia, Saint Laurent, Loewe, Gucci, Miu Miu, Moncler, Bottega Veneta等品牌合作推出独家胶囊系列和预发布[14]

[Financial Results and Key Operating Metrics](index=3&type=section&id=FINANCIAL%20RESULTS%20AND%20KEY%20OPERATING%20METRICS) This section details Mytheresa Group's financial performance and key operating metrics, including non-IFRS measures, for the three and six months ended December 31, 2024 [Overview of Metrics](index=3&type=section&id=Overview%20of%20Metrics) The company utilizes operating and financial metrics, including non-IFRS measures such as Adjusted EBITDA and Adjusted Net income, to assess performance by excluding non-recurring items, acknowledging their inherent limitations - Company uses Adjusted EBITDA, Adjusted Operating income, and Adjusted Net income (and their margins) as non-IFRS measures to evaluate performance and highlight trends, excluding items outside management's control or not reflective of ongoing operations[6](index=6&type=chunk) - These non-IFRS measures have limitations due to exclusion of certain expenses and potential incomparability with other companies' similarly titled measures[7](index=7&type=chunk) [Key Operating and Financial Metrics Summary](index=3&type=section&id=Key%20Operating%20and%20Financial%20Metrics%20Summary) Mytheresa Group reported significant profitability improvements for the three months ended December 31, 2024, with Adjusted EBITDA up 114.8% to €16.2 million and Adjusted Net income up 299.6% to €10.6 million, alongside robust net sales and GMV growth Key Operating and Financial Metrics (Three Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | Change (%) / BPs | |:---|:---|:---|:---| | Gross Merchandise Value (GMV) | 218.7 | 244.7 | 11.9 % | | Active customer (LTM in thousand) | 856 | 843 | (1.5)% | | Total orders shipped (LTM in thousand) | 2,037 | 2,089 | 2.5 % | | Net sales | 196.6 | 223.0 | 13.4 % | | Gross profit | 97.9 | 113.6 | 16.0 % | | Gross profit margin | 49.8 % | 50.9 % | 110 BPs | | Operating loss | (4.8) | (2.5) | 46.8 % | | Net loss | (5.8) | (4.7) | 19.3 % | | Adjusted EBITDA | 7.5 | 16.2 | 114.8 % | | Adjusted EBITDA margin | 3.8 % | 7.3 % | 350 BPs | | Adjusted Operating income (loss) | 3.7 | 12.2 | 232.0 % | | Adjusted Operating income (loss) margin | 1.9 % | 5.5 % | 360 BPs | | Adjusted Net income (loss) | 2.7 | 10.6 | 299.6 % | | Adjusted Net income (loss) margin | 1.3 % | 4.8 % | 350 BPs | Key Operating and Financial Metrics (Six Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | Change (%) / BPs | |:---|:---|:---|:---| | Gross Merchandise Value (GMV) | 422.5 | 461.2 | 9.2 % | | Active customer (LTM in thousand) | 856 | 843 | (1.5)% | | Total orders shipped (LTM in thousand) | 2,037 | 2,089 | 2.5 % | | Net sales | 384.1 | 424.7 | 10.6 % | | Gross profit | 177.4 | 202.2 | 14.0 % | | Gross profit margin | 46.2 % | 47.6 % | 140 BPs | | Operating loss | (18.2) | (32.6) | (78.5)% | | Net loss | (18.0) | (28.2) | (56.8)% | | Adjusted EBITDA | 6.4 | 19.1 | 199.6 % | | Adjusted EBITDA margin | 1.7 % | 4.5 % | 280 BPs | | Adjusted Operating income (loss) | (0.9) | 11.1 | 1389.3 % | | Adjusted Operating income (loss) margin | (0.2)% | 2.6 % | 280 BPs | | Adjusted Net income (loss) | (0.6) | 16.0 | 2767.1 % | | Adjusted Net income (loss) margin | (0.2)% | 3.8 % | 400 BPs | [Reconciliation of Non-IFRS Measures](index=4&type=section&id=Reconciliation%20of%20Non-IFRS%20Measures) This section provides detailed reconciliations of net loss to Adjusted EBITDA, operating loss to Adjusted Operating income, and net loss to Adjusted Net income, highlighting the impact of key adjustments like transaction-related expenses and share-based compensation Reconciliation of Net Loss to Adjusted EBITDA (Three Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | Change (%) | |:---|:---|:---|:---| | Net loss | (5.8) | (4.7) | 19.3 % | | Finance costs, net | 1.2 | 2.0 | 63.2 % | | Income tax expense (benefit) | (0.2) | 0.2 | 218.9 % | | Depreciation and amortization | 3.8 | 3.9 | 2.3 % | | EBITDA | (0.9) | 1.4 | 248.3 % | | Other transaction-related, certain legal and other expenses | 3.6 | 9.6 | 167.2 % | | Share-based compensation | 4.9 | 5.1 | 6.0 % | | Adjusted EBITDA | 7.5 | 16.2 | 114.8 % | | Adjusted EBITDA margin | 3.8 % | 7.3 % | 350 BPs | Reconciliation of Operating Loss to Adjusted Operating Income (Loss) (Three Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | Change (%) | |:---|:---|:---|:---| | Operating loss | (4.8) | (2.5) | 46.8 % | | Other transaction-related, certain legal and other expenses | 3.6 | 9.6 | 167.2 % | | Share-based compensation | 4.9 | 5.1 | 6.0 % | | Adjusted Operating income (loss) | 3.7 | 12.2 | 232.0 % | | Adjusted Operating income (loss) margin | 1.9 % | 5.5 % | 360 BPs | Reconciliation of Net Loss to Adjusted Net Income (Loss) (Three Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | Change (%) | |:---|:---|:---|:---| | Net loss | (5.8) | (4.7) | 19.3 % | | Other transaction-related, certain legal and other expenses | 3.6 | 10.1 | 181.1 % | | Share-based compensation | 4.9 | 5.1 | 6.0 % | | Adjusted Net income (loss) | 2.7 | 10.6 | 299.6 % | | Adjusted Net income margin | 1.3 % | 4.8 % | 350 BPs | [Unaudited Interim Condensed Consolidated Financial Statements](index=6&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the unaudited interim condensed consolidated financial statements, including statements of profit & loss, financial position, changes in equity, cash flows, and accompanying notes [Index to Financial Statements](index=6&type=section&id=Index%20to%20Financial%20Statements) This index outlines the unaudited condensed consolidated interim financial statements, encompassing the Statements of Profit & Loss, Financial Position, Changes in Equity, Cash Flows, and their corresponding Notes [Unaudited Condensed Consolidated Statements of Profit & Loss and Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Profit%20%26%20Loss%20and%20Comprehensive%20Income) For the six months ended December 31, 2024, Mytheresa Group reported a net loss of €28.2 million and a widened operating loss of €32.6 million, despite net sales growth to €424.7 million, with basic and diluted earnings per share decreasing to €(0.32) Consolidated Statements of Profit & Loss and Comprehensive Income (Six Months Ended December 31) | Metric | 2023 (€ thousand) | 2024 (€ thousand) | |:---|:---|:---| | Net sales | 384,096 | 424,685 | | Cost of sales, exclusive of depreciation and amortization | (206,673) | (222,467) | | Gross profit | 177,423 | 202,219 | | Shipping and payment cost | (60,825) | (63,058) | | Marketing expenses | (47,157) | (55,069) | | Selling, general and administrative expenses | (80,439) | (104,739) | | Depreciation and amortization | (7,238) | (11,057) | | Other income (expense), net | (13) | (876) | | Operating loss | (18,249) | (32,580) | | Finance costs, net | (2,205) | (3,174) | | Loss before income taxes | (20,455) | (35,753) | | Income tax (expense) benefit | 2,468 | 7,542 | | Net loss | (17,987) | (28,211) | | Comprehensive loss | (18,160) | (30,484) | | Basic & diluted earnings per share | €(0.21) | €(0.32) | [Unaudited Condensed Consolidated Statements of Financial Position](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Financial%20Position) As of December 31, 2024, total assets increased to €715.8 million, driven by current assets, while total shareholders' equity decreased to €414.7 million and total liabilities rose to €301.1 million due to increased current borrowings Consolidated Statements of Financial Position (as of December 31, 2024) | Metric | June 30, 2024 (€ thousand) | December 31, 2024 (€ thousand) | |:---|:---|:---| | **Assets** | | | | Total non-current assets | 253,643 | 254,064 | | Total current assets | 442,867 | 461,776 | | **Total assets** | **696,511** | **715,840** | | **Shareholders' equity and liabilities** | | | | Total shareholders' equity | 435,643 | 414,736 | | Total non-current liabilities | 43,282 | 41,695 | | Total current liabilities | 217,585 | 259,410 | | **Total liabilities** | **260,867** | **301,105** | | **Total shareholders' equity and liabilities** | **696,511** | **715,840** | [Unaudited Condensed Consolidated Statements of Changes in Equity](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total shareholders' equity decreased from €435.6 million to €414.7 million for the six months ended December 31, 2024, primarily due to a net loss and other comprehensive loss, partially offset by share-based compensation Consolidated Statements of Changes in Equity (Six Months Ended December 31, 2024) | Metric | Balance as of July 1, 2024 (€ thousand) | Net loss (€ thousand) | Other comprehensive loss (€ thousand) | Share-based compensation (€ thousand) | Balance as of December 31, 2024 (€ thousand) | |:---|:---|:---|:---|:---|:---| | Subscribed capital | 1 | — | — | — | 1 | | Capital reserve | 546,913 | — | — | 9,642 | 556,489 | | Accumulated Deficit | (112,767) | (28,211) | — | — | (140,978) | | Accumulated other comprehensive income | 1,496 | — | (2,273) | — | (777) | | **Total shareholders' equity** | **435,643** | **(28,211)** | **(2,273)** | **9,642** | **414,736** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2024, net cash outflow from operating activities increased to €32.6 million, largely offset by a €32.9 million net cash inflow from financing activities due to higher revolving credit facility utilization Consolidated Statements of Cash Flows (Six Months Ended December 31) | Metric | 2023 (€ thousand) | 2024 (€ thousand) | |:---|:---|:---| | Net loss | (17,987) | (28,211) | | Net cash used in operating activities | (14,770) | (32,607) | | Net cash (used in) investing activities | (4,551) | (1,708) | | Net cash inflow (outflow) from financing activities | (4,316) | 32,911 | | Net decrease in cash and cash equivalents | (23,638) | (1,404) | | Cash and cash equivalents at end of the period | 6,437 | 13,836 | [Notes to the Interim Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) These notes detail corporate information, accounting policies, economic impacts, segment performance, revenue, share-based compensation, the pending YNAP acquisition, and the revision of comparative figures due to an IFRS 15 error [Corporate Information](index=11&type=section&id=Corporate%20information) MYT Netherlands Parent B.V. operates Mytheresa Group, a global luxury fashion digital platform, offering curated products and personalized shopping, controlled by MYT Holding LLC, USA - MYT Netherlands Parent B.V. is a holding company operating Mytheresa Group, a global luxury fashion digital platform, through its subsidiary Mytheresa Group GmbH (MGG)[31](index=31&type=chunk) - Mytheresa Group offers a highly curated selection of luxury products, exclusive capsule collections, in-house content, and a personalized shopping experience[31](index=31&type=chunk) - As of December 31, 2024, MYT Holding LLC, USA, held **77.5%** of the company's shares, with MYT Ultimate Parent LLC, USA, as the ultimate controlling party[32](index=32&type=chunk) [Basis of Preparation](index=11&type=section&id=Basis%20of%20preparation) Interim condensed consolidated financial statements are prepared under IAS 34 and IFRS, on a historical cost basis in Euro, with a fiscal year ending June 30, assuming a going concern - Interim financial statements are prepared according to IAS 34 and IFRS, on a historical cost basis, presented in Euro, with a fiscal year ending June 30[33](index=33&type=chunk)[35](index=35&type=chunk) - The financial statements are prepared under the going concern assumption, with management believing adequate resources exist for foreseeable operations[36](index=36&type=chunk) [Impacts to Financial Statements due to Economic Uncertainties](index=11&type=section&id=Impacts%20to%20the%20consolidated%20financial%20statements%20due%20to%20economic%20recession%2C%20inflation%20and%20war%20in%20Ukraine%20as%20well%20as%20in%20the%20Middle%20East.) Global economic uncertainties, including geopolitical conflicts and inflation, negatively impacted Mytheresa Group's business and sales for the three and six months ended December 31, 2024, though management anticipates no long-term adverse effects - Operational stability maintained, but global economic uncertainties (war in Ukraine/Middle East, geopolitical factors) may impact business activities and future sales[38](index=38&type=chunk) - Inflationary pressures affect customer prices and increase cost inflation across the business model, despite the luxury market's resilience to demand shifts[39](index=39&type=chunk) - Negative effects of economic uncertainties were visible in Q3 and H1 FY2025 and are expected to continue, but management does not anticipate long-term adverse effects[41](index=41&type=chunk) [Significant Accounting Policies](index=13&type=section&id=Significant%20accounting%20policies) Accounting policies applied in these interim condensed consolidated financial statements align with those used in the company's fiscal year 2024 annual consolidated financial statements - Accounting policies in interim statements are consistent with fiscal year 2024 annual consolidated financial statements[42](index=42&type=chunk) [Critical Accounting Judgments and Key Estimates and Assumptions](index=13&type=section&id=Critical%20accounting%20judgments%20and%20key%20estimates%20and%20assumptions) Financial statement preparation involves management judgments, estimates, and assumptions impacting reported amounts, which remain consistent with those applied in the fiscal year 2024 consolidated financial statements - Preparation of financial statements involves management judgments, estimates, and assumptions affecting reported amounts[43](index=43&type=chunk) - Significant judgments and key estimation uncertainties are consistent with those in the fiscal year 2024 consolidated financial statements[44](index=44&type=chunk) [Revision of Comparative Figures](index=13&type=section&id=Revision%20of%20comparative%20figures) Comparative figures for the three and six months ended December 31, 2023, were revised due to an immaterial IFRS 15 error in customer voucher breakage, impacting net sales, gross profit, and net loss, but not EPS - Comparative figures for Q3 and H1 FY2024 (ended Dec 31, 2023) were revised due to an immaterial error in IFRS 15 application for customer voucher breakage amounts[45](index=45&type=chunk) - The revision led to decreases in net sales and gross profit by **€399 thousand** and **€711 thousand** respectively for the three and six months ended December 31, 2023, and corresponding increases in operating loss and net loss[47](index=47&type=chunk) - Accumulated deficit and total shareholders' equity decreased by **€4,002 thousand** as of July 1, 2023, and by **€4,713 thousand** as of December 31, 2023, with no impact on basic and diluted EPS[47](index=47&type=chunk) [Segment Information](index=13&type=section&id=Segment%20information) Mytheresa Group's two operating segments, online and retail stores, are assessed by Segment EBITDA, with online net sales of €416.9 million and retail stores at €7.8 million for the six months ended December 31, 2024 - Operating segments are identified as online operations and retail stores, with performance measured by Segment EBITDA (operating income excluding depreciation and amortization)[45](index=45&type=chunk)[46](index=46&type=chunk) Segment Net Sales and EBITDA (Six Months Ended December 31, 2024) | Segment | Net Sales (€ thousand) | Segment EBITDA (€ thousand) | |:---|:---|:---| | Online | 416,927 | 25,800 | | Retail Stores | 7,759 | 2,461 | | Segments total | 424,685 | 28,261 | | Reconciliation adjustments | — | (49,784) | | IFRS consolidated Net loss | 424,685 | (28,211) | - Reconciliation adjustments for the six months ended December 31, 2024, included **€9.2 million** in corporate administrative expenses, **€31.0 million** in other transaction-related/legal expenses, and **€9.6 million** in share-based compensation expenses[50](index=50&type=chunk) [Net Sales and Geographic Information](index=16&type=section&id=Net%20sales%20and%20geographic%20information) Mytheresa Group's worldwide online revenue is geographically determined by customer delivery, with Europe (excluding Germany) contributing 42.1% of net sales for the six months ended December 31, 2024 - Revenue is earned worldwide through online operations, with retail store revenue in Germany. Geographic online revenue is based on customer delivery location[51](index=51&type=chunk) Net Sales by Geographic Location (Six Months Ended December 31) | Geographic Location | 2023 (€ thousand) | 2023 (%) | 2024 (€ thousand) | 2024 (%) | |:---|:---|:---|:---|:---| | Germany | 61,956 | 16.1 % | 59,238 | 13.9 % | | United States | 75,253 | 19.6 % | 87,025 | 20.5 % | | Europe (excluding Germany) | 151,905 | 39.5 % | 178,830 | 42.1 % | | Rest of the world | 94,982 | 24.7 % | 99,591 | 23.5 % | | **Total** | **384,096** | **100.0 %** | **424,685** | **100.0 %** | - Net sales are primarily from luxury goods sales and rendering of services (below **10%** of total net sales). No single customer accounts for more than **10%** of net sales[53](index=53&type=chunk) [Cost of Sales, exclusive of Depreciation and Amortization](index=16&type=section&id=Cost%20of%20sales%2C%20exclusive%20of%20depreciation%20and%20amortization) Inventory write-downs, classified under Cost of sales, exclusive of depreciation and amortization, significantly increased for both three and six months ended December 31, 2024, reflecting instances where net realizable value fell below carrying amount Inventory Write-downs (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (716) | (1,751) | | Six Months Ended December 31, | (4,542) | (5,335) | - Inventory is written down when its net realizable value is below its carrying amount, considering selling prices and estimated costs to complete the sale[55](index=55&type=chunk) [Finance Costs, Net](index=17&type=section&id=Finance%20costs%2C%20net) Total finance costs, net, increased to €1,953 thousand and €3,174 thousand for the three and six months ended December 31, 2024, respectively, primarily due to higher interest expenses on revolving credit facilities Finance Costs, Net (€ thousand) | Metric | Three Months Ended Dec 31, 2023 | Three Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | |:---|:---|:---|:---|:---| | Interest expenses on revolving credit facilities | (446) | (1,227) | (701) | (1,820) | | Interest expenses on leases | (752) | (675) | (1,505) | (1,354) | | Total finance costs | (1,197) | (1,953) | (2,206) | (3,174) | | Other interest income | — | — | 1 | — | | Total finance income | — | — | 1 | — | | Finance costs, net | (1,197) | (1,953) | (2,205) | (3,174) | - Mytheresa Group utilized **€40.6 million** and provided **€8.3 million** in guarantees under the **€75.0 million** Revolving Credit Facility as of December 31, 2024[56](index=56&type=chunk) [Income Taxes](index=17&type=section&id=Income%20taxes) The effective tax rate for the three months ended December 31, 2024, was negative (4.3)%, primarily due to non-deductible share-based compensation expenses, which also caused a tax expense despite a net loss Effective Tax Rate (%) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 2.7 % | (4.3)% | | Six Months Ended December 31, | 12.1 % | 21.1 % | - Change in effective tax rate and tax expense primarily driven by non-deductible share-based compensation (SBC) expenses[58](index=58&type=chunk) - For Q3 FY2025 (ended Dec 31, 2024), a tax expense was reported despite a net loss, because excluding SBC, the result would have been a profit before income taxes, leading to a negative effective tax rate[58](index=58&type=chunk) [Property and Equipment](index=17&type=section&id=Property%20and%20equipment) Property and equipment decreased by €4.8 million to €38.9 million as of December 31, 2024, including a €3.1 million impairment loss on the closed Heimstetten distribution center - Property and equipment decreased by **€4,752 thousand** to **€38,901 thousand** as of December 31, 2024, from **€43,653 thousand** as of June 30, 2024[59](index=59&type=chunk) - Included in depreciation and amortization is an impairment loss of **€3.1 million** on property, plant, and equipment at the Heimstetten distribution center, which closed in August 2024, with a recoverable amount of zero[59](index=59&type=chunk) [Other Assets](index=18&type=section&id=Other%20assets) Total current other assets decreased to €34.0 million as of December 31, 2024, primarily due to reduced right of return assets and DDP duty drawbacks, while non-current other assets remained stable Current Other Assets (€ thousand) | Metric | June 30, 2024 | December 31, 2024 | |:---|:---|:---| | Right of return assets | 13,205 | 9,658 | | Current VAT receivables | — | 968 | | Prepaid expenses | 4,233 | 3,361 | | Receivables against payment service providers | 1,086 | 1,123 | | Advanced payments | 2,582 | 1,984 | | Deposits | 152 | 31 | | DDP duty drawbacks | 14,352 | 8,463 | | Other current assets | 9,696 | 8,396 | | **Total** | **45,306** | **33,983** | Non-Current Other Assets (€ thousand) | Metric | June 30, 2024 | December 31, 2024 | |:---|:---|:---| | Other non-current receivables | 29 | 1 | | Non-current deposits | 1,431 | 1,593 | | Non-current prepaid expenses | 6,112 | 6,136 | | **Total** | **7,572** | **7,730** | - Non-current prepaid expenses primarily relate to prepayments made to Climate Partner for carbon emission offsets[63](index=63&type=chunk) [Share-based Compensation](index=18&type=section&id=Share-based%20compensation) Mytheresa Group utilizes various share-based compensation arrangements, including IPO-related awards, annual plans, a Long-Term Incentive Plan, and an Employee Share Purchase Program, all influencing recognized compensation expense [Description of Share-based Compensation Arrangements](index=18&type=section&id=Description%20of%20share-based%20compensation%20arrangements) The company's share-based compensation encompasses IPO-related awards, annual Restricted Share Units for Supervisory Board Members, a Long-Term Incentive Plan for key management, and an Employee Share Purchase Program, each with distinct vesting conditions - IPO-related awards include the 'Alignment Grant' (share options vesting over four years) and the 'Restoration Grant' (phantom shares fully vested on grant date, subject to transfer restrictions)[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Annual plans include RSUs for Supervisory Board Members (vesting after one year) and a Long-Term Incentive Plan (LTI) for key management, comprising time-vesting RSUs and non-market performance RSUs (vesting over three years, with performance conditions based on gross profit, GMV growth, and adjusted EBITDA margin)[68](index=68&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - Stock options under the LTI plan for key management vest over three years and have exercise prices of **USD 4.00** or **USD 5.07**[79](index=79&type=chunk)[80](index=80&type=chunk)[83](index=83&type=chunk) - The Employee Share Purchase Program (ESPP) allows eligible employees to acquire ADSs at a discount (one-fourth of investment, effectively receiving four ADSs for the price of three), with **29,641 shares** issued in 2023 and **13,149** in 2024[87](index=87&type=chunk)[88](index=88&type=chunk) [Measurement of Fair Values](index=24&type=section&id=Measurement%20of%20fair%20values) Fair values for Alignment Grant and LTI share options are determined using the Black-Scholes formula, while Restoration Grant phantom shares and RSUs are valued based on the closing share price at grant date - Fair value of Alignment Grant share options is measured using the Black-Scholes formula, with expected volatility based on historical volatility of peer companies[89](index=89&type=chunk)[90](index=90&type=chunk) - Fair value of LTI stock options is measured using the Black-Scholes formula, with expected volatility based on historical volatility of peer companies (before June 30, 2024) and the Company's own shares (after June 30, 2024)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - Restoration Grant phantom shares and RSUs have grant date fair values based on the closing share price, as they are not subject to an exercise price[94](index=94&type=chunk) [Share-based Compensation Expense Recognized](index=25&type=section&id=Share-based%20compensation%20expense%20recognized) Total share-based compensation expense recognized for the six months ended December 31, 2024, was €9,576 thousand, a decrease from the prior year, with 13,787 shares withheld to cover RSU vesting tax obligations Share-based Compensation Expense Recognized (Six Months Ended December 31, € thousand) | Metric | 2023 | 2024 | |:---|:---|:---| | Expense related to: | 11,336 | 9,576 | | Share Options (Alignment Grant) | 8,790 | 3,787 | | Share Options (LTI) | 478 | 1,805 | | Restricted Shares | — | 181 | | Restricted Share Units | 2,068 | 3,803 | | Classified within capital reserve (end of year) | 169,789 | 185,167 | - During the six months ended December 31, 2024, **13,787 shares** were withheld to cover tax obligations related to RSU vesting, with a total value of **€66 thousand**[95](index=95&type=chunk) [Reconciliation of Outstanding Share Options](index=26&type=section&id=Reconciliation%20of%20outstanding%20share%20options) As of December 31, 2024, Alignment award share options decreased to 6,041,925, while LTI share options significantly increased to 6,580,035 due to new grants, each with distinct average exercise prices and remaining contractual lives Alignment Award Share Options Outstanding | Period | Options | Wtd. Average Exercise Price (USD) | |:---|:---|:---|\ | June 30, 2023 | 6,197,415 | 8.55 | | December 31, 2023 | 6,197,415 | 8.55 | | June 30, 2024 | 6,063,090 | 8.57 | | Forfeited | (21,165) | 11.58 | | December 31, 2024 | 6,041,925 | 8.56 | | Average remaining contractual life (Dec 31, 2024) | | 6.06 years | LTI Share Options Outstanding | Period | Options | Wtd. Average Exercise Price (USD) | |:---|:---|:---|\ | June 30, 2023 | — | — | | Granted | 3,597,828 | 4.00 | | December 31, 2023 | 3,597,828 | 4.00 | | June 30, 2024 | 3,309,066 | 4.00 | | Exercised | (6,508) | 4.00 | | Granted | 3,277,477 | 5.07 | | December 31, 2024 | 6,580,035 | 4.53 | | Average remaining contractual life (Dec 31, 2024) | | 9 years | [Financial Instruments and Financial Risk Management](index=27&type=section&id=Financial%20instruments%20and%20financial%20risk%20management) As of December 31, 2024, financial instruments are primarily measured at amortized cost, with derivatives at fair value (Level 2), resulting in a negative net cash flow hedge reserve of €2,291 thousand Financial Instruments (as of December 31, 2024, € thousand) | Category | Carrying amount | Fair value | Fair value hierarchy level | |:---|:---|:---|:---| | **Financial assets** | | | | | Non-current deposits | 1,593 | — | — | | Trade and other receivables | 9,387 | — | — | | Cash and cash equivalents | 13,836 | — | — | | Other assets (deposits) | 31 | — | — | | Other assets (derivatives) | 73 | 73 | Level 2 | | Other assets (other financial assets) | 15,665 | — | — | | **Financial liabilities** | | | | | Non-current lease liabilities | 38,795 | — | — | | Borrowings | 40,594 | — | — | | Current lease liabilities | 8,561 | — | — | | Trade and other payables | 71,923 | — | — | | Other liabilities (derivatives) | 3,251 | 3,251 | Level 2 | | Other liabilities (other financial liabilities) | 17,480 | — | — | - Foreign exchange forwards are valued at present value of future cash flows based on forward exchange rates, classified as Level 2 fair values[103](index=103&type=chunk) - As of December 31, 2024, Mytheresa Group recorded **€2,291 thousand** in negative net cash flow hedge reserve; without hedge accounting, this amount would have been recorded in profit or loss[106](index=106&type=chunk) [Business Combinations (Pending acquisition of YNAP)](index=29&type=section&id=Business%20combinations) On October 7, 2024, Mytheresa agreed to acquire YNAP from Richemont, involving YNAP's €555 million cash position, Mytheresa issuing 33% of its shares, and a €100 million RCF, with closing expected in H1 2025 - On October 7, 2024, Mytheresa agreed to acquire **100%** of YOOX Net-a-Porter Group S.p.A (YNAP) from Richemont Italia Holding S.P.A[108](index=108&type=chunk) - YNAP will be sold with a **€555 million** cash position and no financial debt[108](index=108&type=chunk) - Mytheresa will issue shares representing **33%** of its fully diluted share capital to Richemont as consideration[108](index=108&type=chunk) - Richemont International Holding S.A. will provide YNAP with a 6-year **€100 million** revolving credit facility (RCF)[108](index=108&type=chunk) - The transaction is subject to regulatory approvals and customary closing conditions, with an expected completion in the first half of calendar year 2025[108](index=108&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on Mytheresa Group's financial condition, liquidity, and results of operations, including forward-looking statements and key performance drivers [Special Note Regarding Forward-Looking Statements](index=30&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions that the report contains forward-looking statements subject to risks and uncertainties, which may cause actual results to differ materially, and the company undertakes no obligation to update them - The report contains forward-looking statements subject to risks and uncertainties, which may cause actual results to differ materially from projections[110](index=110&type=chunk) - Forward-looking statements are identified by words like 'anticipate,' 'believe,' 'expect,' and are based on management's current beliefs and assumptions[110](index=110&type=chunk) - The company undertakes no obligation to update forward-looking statements beyond the report date, except as required by law[110](index=110&type=chunk) [Overview](index=30&type=section&id=Overview) Mytheresa is a leading global luxury multi-brand digital platform offering curated products and a unique digital experience, though recent performance has been impacted by global economic uncertainties and inflation, with no long-term adverse effects anticipated - Mytheresa is a leading luxury multi-brand digital platform shipping to over **130 countries**, offering a curated selection from up to **250 coveted brands** across various categories[111](index=111&type=chunk) - The company provides a unique digital experience combining exclusive products, content, differentiated global customer service, and leading technology, building a community for luxury enthusiasts[111](index=111&type=chunk) - Global economic uncertainties, including geopolitical conflicts and inflation, have negatively impacted business activities and sales in the three and six months ended December 31, 2024, but management does not anticipate long-term adverse effects[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [Pending Acquisition of YNAP](index=32&type=section&id=Pending%20Acquisition%20of%20YNAP) Mytheresa's definitive agreement to acquire YNAP from Richemont, announced October 7, 2024, involves YNAP's €555 million cash, Mytheresa issuing 33% of its shares, and a €100 million RCF, with closing expected in H1 2025 - Mytheresa entered a definitive agreement on October 7, 2024, to acquire YOOX Net-a-Porter Group S.p.A (YNAP) from Richemont Italia Holding S.P.A[118](index=118&type=chunk)[120](index=120&type=chunk) - YNAP will be sold with a **€555 million** cash position and no financial debt; Mytheresa will issue shares representing **33%** of its fully diluted share capital to Richemont[120](index=120&type=chunk) - Richemont International Holding S.A. will provide YNAP with a **€100 million** revolving credit facility (RCF)[120](index=120&type=chunk) - The acquisition is subject to regulatory approvals and customary closing conditions, with an expected completion in the first half of calendar year 2025[120](index=120&type=chunk) [Key Operating and Financial Metrics](index=32&type=section&id=Key%20Operating%20and%20Financial%20Metrics%20%28MD%26A%29) Mytheresa Group assesses performance using key operating and financial metrics, reporting GMV growth of 9.2% to €461.2 million and net sales growth of 10.6% to €424.7 million for the six months ended December 31, 2024, with Adjusted EBITDA increasing substantially to €19.1 million Key Operating and Financial Metrics (Six Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | |:---|:---|:---| | Gross Merchandise Value (GMV) | 422.5 | 461.2 | | Active customer (LTM in thousand) | 856 | 843 | | Total orders shipped (LTM in thousand) | 2,037 | 2,089 | | Average order value (LTM) | 672 | 736 | | Net sales | 384.1 | 424.7 | | Gross profit | 177.4 | 202.2 | | Gross profit margin | 46.2 % | 47.6 % | | Operating Loss | (18.2) | (32.6) | | Net Loss | (18.0) | (28.2) | | Adjusted EBITDA | 6.4 | 19.1 | | Adjusted EBITDA margin | 1.7 % | 4.5 % | | Adjusted Operating income (loss) | (0.9) | 11.1 | | Adjusted Operating income (loss) margin | (0.2)% | 2.6 % | | Adjusted Net income (loss) | (0.6) | 16.0 | | Adjusted Net income (loss) margin | (0.2)% | 3.8 % | - Adjusted EBITDA, Adjusted Operating income (loss), and Adjusted Net income are non-IFRS measures used by management, analysts, and investors to evaluate performance by excluding non-core operational items[123](index=123&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (Six Months Ended December 31) | Metric | 2023 (€ million) | 2024 (€ million) | |:---|:---|:---| | Net Loss | (18.0) | (28.2) | | Finance costs, net | 2.2 | 3.2 | | Income tax expense (benefit) | (2.5) | (7.5) | | Depreciation and amortization | 7.2 | 11.1 | | EBITDA | (11.0) | (21.5) | | Other transaction-related, certain legal and other expenses | 6.1 | 31.0 | | Share-based compensation | 11.3 | 9.6 | | Adjusted EBITDA | 6.4 | 19.1 | | Adjusted EBITDA margin | 1.7 % | 4.5 % | [Non-IFRS Financial Measures Definitions](index=37&type=section&id=Non-IFRS%20Financial%20Measures%20Definitions) This section defines Mytheresa Group's non-IFRS financial measures, such as Adjusted EBITDA and Adjusted Net income, which are calculated by adjusting IFRS figures to exclude non-recurring expenses for a clearer view of core operating performance - Adjusted EBITDA is 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[132](index=132&type=chunk) - Adjusted Operating income is operating income, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense[133](index=133&type=chunk) - Adjusted Net income is net Loss, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expenses[134](index=134&type=chunk) - Other adjusted non-IFRS measures include Adjusted shipping and payment costs, Adjusted selling, general and administrative, Adjusted depreciation and amortization, and Adjusted finance costs, net, all designed to exclude non-core operational impacts[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) [Factors Affecting our Performance](index=37&type=section&id=Factors%20Affecting%20our%20Performance) Mytheresa Group's performance is shaped by economic trends, brand awareness, luxury brand partnerships, online luxury growth, category expansion, inventory management, infrastructure investments, and the capital-efficient Curated Platform Model [Overall Economic Trends](index=39&type=section&id=Overall%20Economic%20Trends) Overall economic conditions, including employment, inflation, interest rates, and geopolitical conflicts, significantly impact Mytheresa's business and customer spending, potentially leading to higher labor costs during low unemployment periods - Overall economic environment and consumer behavior changes significantly impact business, with positive conditions promoting spending and weakness having a negative effect[141](index=141&type=chunk) - Global macroeconomic factors like employment rates, inflation, interest rates, and regional military conflicts affect customer spending patterns[141](index=141&type=chunk) - Low unemployment periods generally lead to higher labor costs[141](index=141&type=chunk) [Growth in Brand Awareness](index=39&type=section&id=Growth%20in%20Brand%20Awareness) Mytheresa plans continued investment in brand marketing activities to expand awareness and attract new customers, recognizing that ineffective promotion could negatively impact net sales growth and profitability - Company invests in brand marketing activities (campaigns, physical experiences, exclusive collections, in-house content) to expand brand awareness and attract new customers[142](index=142&type=chunk) - Failure to cost-effectively promote the brand or convert impressions into new customers may adversely affect net sales growth and profitability[142](index=142&type=chunk) [Luxury Brand Partners](index=39&type=section&id=Luxury%20Brand%20Partners) Mytheresa's business relies on curated luxury brand assortments and strong partner relationships, which are crucial for competitive advantage; failure to maintain these could adversely affect operations - Business relies on access to curated top luxury brands, leveraging long-standing relationships and data-informed buying expertise[143](index=143&type=chunk) - Maintaining existing and developing new brand relationships is a competitive advantage; failure to do so could adversely affect business and results[143](index=143&type=chunk) [Growth of Online Luxury](index=39&type=section&id=Growth%20of%20Online%20Luxury) Online luxury penetration is projected to reach 33% by 2030, a shift Mytheresa aims to capture through product offerings and collaborations, though competitive activity could adversely affect customer growth - Online penetration of luxury personal goods is expected to increase from **20%** to **33%** by 2030, driven by consumer preference for online shopping and multi-brand sites[144](index=144&type=chunk) - Mytheresa aims to capture this online spending shift through brand collaborations and exclusive product offerings[144](index=144&type=chunk) - Failure to capture the online shift or competitive promotional activity could adversely affect customer growth and results of operations[144](index=144&type=chunk) [Growth in Men's, Kidswear and Life](index=39&type=section&id=Growth%20in%20Men%27s%2C%20Kidswear%20and%20Life) Mytheresa expanded into men's, kidswear, and lifestyle categories, including pre-owned luxury watches and fine jewelry, leveraging brand relationships and exclusive content to capture underserved markets and deepen customer engagement - Mytheresa launched Mytheresa Kids (2019) and Mytheresa Men (2020) to expand into underserved categories, leveraging brand relationships and exclusive content[145](index=145&type=chunk) - The 'Life' category launched in May 2022, extending luxury lifestyle offerings to home décor and other products, deepening customer relationships[145](index=145&type=chunk) - Introduced certified pre-owned luxury watches and expanded fine jewelry assortment in Q4 FY2023, making Mytheresa a unique multi-category luxury destination[145](index=145&type=chunk) [Inventory Management](index=41&type=section&id=Inventory%20Management) Mytheresa employs customer data and brand collaboration for inventory optimization, using demand prediction and product insights to minimize risk and increase sell-through, with future enhancements from data science integration - Customer data and brand collaboration are used to curate product assortment and optimize inventory position[146](index=146&type=chunk) - Data-driven insights predict demand, sizing, and colorways, minimizing portfolio risk and increasing sell-through[146](index=146&type=chunk) - Buying process will be enhanced by growth in global data repository and leveraging data science[146](index=146&type=chunk) [Investment in our Operations and Infrastructure](index=41&type=section&id=Investment%20in%20our%20Operations%20and%20Infrastructure) Mytheresa plans future investments in operations and infrastructure, including a new distribution center, to enhance inventory, fulfillment, and logistics, supporting expansion into new categories and brand partnerships - Future investments in operations (e.g., new distribution center in Leipzig) and infrastructure will support offering enhancement and customer base growth[147](index=147&type=chunk) - Capital will be invested in inventory, fulfillment capabilities, and logistics infrastructure to drive efficiencies, localize offerings, and support new categories/brands[147](index=147&type=chunk) - The company will selectively invest in fulfillment capacity and automation[147](index=147&type=chunk) [Curated Platform Model (CPM)](index=41&type=section&id=Curated%20Platform%20Model%20%28CPM%29) The Curated Platform Model (CPM) integrates Mytheresa with brand partners, enhancing capital efficiency and growth by providing product access, with Mytheresa managing fulfillment while brand partners retain inventory ownership until customer delivery - CPM integrates Mytheresa with brand partners' direct retail operations, offering access to desirable products, improving capital efficiency, and boosting top- and bottom-line[148](index=148&type=chunk) - Mytheresa maintains customer relationships and manages fulfillment, but inventory is owned by the brand partner until customer delivery[148](index=148&type=chunk) - Unsold merchandise is returned to the brand partner or carried forward; CPM platform fees are recorded as net sales[148](index=148&type=chunk) [Components of our Results of Operations](index=41&type=section&id=Components%20of%20our%20Results%20of%20Operations) This section defines Mytheresa Group's key operational components, including Net sales, Cost of sales, Gross profit, Shipping and payment costs, Marketing expenses, Selling, general and administrative expenses, Depreciation and amortization, Other income (expense), net, and Finance costs, net - Net sales include revenue from merchandise sales, shipping, duties, and platform fees from the Curated Platform Model (CPM), recognized upon delivery to the end customer[149](index=149&type=chunk) - Cost of sales includes merchandise cost, inventory write-offs, and delivery costs from brand partners; for CPM revenue, no cost of sales is incurred as the brand partner bears the purchase price[150](index=150&type=chunk) - Gross profit is net sales minus cost of sales, with gross profit margin fluctuating based on industry promotional intensity[151](index=151&type=chunk) - Shipping and payment costs cover delivery fees, packaging, international duties, and payment processing, increasing with international sales and higher AOV[152](index=152&type=chunk) - Marketing expenses include online advertising, marketing to existing customers, events, communication, and creative content development, expected to remain stable as a percentage of net sales/GMV[153](index=153&type=chunk) - Selling, general and administrative expenses comprise personnel costs (salaries, benefits) and general administrative expenses (IT, rent, consulting, insurance, share-based compensation, transaction-related costs), expected to decrease as a percentage of net sales/GMV in the medium term[154](index=154&type=chunk) - Depreciation and amortization include depreciation of property and equipment, right-of-use assets, and amortization of intangible assets, plus impairment losses[155](index=155&type=chunk) - Other income (expense), net, consists of foreign currency gains/losses, gains/losses on asset disposal, and miscellaneous items[156](index=156&type=chunk) - Finance costs, net, include interest expense on leases and revolving credit facilities[157](index=157&type=chunk)[158](index=158&type=chunk) [Results of Operations Analysis](index=44&type=section&id=Results%20of%20Operations) Mytheresa Group's six-month results ended December 31, 2024, show net sales growth to €424.7 million and improved gross profit, but operating loss widened to €32.6 million due to increased marketing and SG&A expenses, partially offset by a deferred tax benefit [Gross Merchandise Value (GMV)](index=45&type=section&id=Gross%20Merchandise%20Value%20%28GMV%29%20Analysis) GMV increased by 11.9% to €244.7 million for the three months and 9.2% to €461.2 million for the six months ended December 31, 2024, primarily driven by higher average order value Gross Merchandise Value (GMV) (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 218,699 | 244,678 | | Six Months Ended December 31, | 422,453 | 461,234 | - GMV increased by **11.9%** for the three months and **9.2%** for the six months ended December 31, 2024, primarily driven by an increase in average order value (AOV)[162](index=162&type=chunk) [Net sales](index=45&type=section&id=Net%20sales%20Analysis) Net sales increased by 13.4% to €223.0 million and 10.6% to €424.7 million for the three and six months ended December 31, 2024, respectively, with higher growth than GMV attributed to wholesale brand performance Net Sales (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 196,630 | 222,985 | | Six Months Ended December 31, | 384,096 | 424,685 | Net Sales Percentage of GMV | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 89.9 % | 91.1 % | | Six Months Ended December 31, | 90.9 % | 92.1 % | - Higher net sales growth compared to GMV growth is due to better performance of wholesale brands versus individual CPM brands, where only commissions are reflected in net sales[163](index=163&type=chunk) [Cost of sales, exclusive of depreciation and amortization](index=45&type=section&id=Cost%20of%20sales%2C%20exclusive%20of%20depreciation%20and%20amortization%20Analysis) Cost of sales, exclusive of depreciation and amortization, increased by 10.8% to €109.4 million and 7.6% to €222.5 million for the three and six months ended December 31, 2024, respectively, aligning with GMV and net sales growth Cost of Sales, exclusive of depreciation and amortization (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (98,695) | (109,399) | | Six Months Ended December 31, | (206,673) | (222,467) | Cost of Sales as Percentage of Net Sales | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (50.2)% | (49.1)% | | Six Months Ended December 31, | (53.8)% | (52.4)% | - Increase in cost of sales is aligned with GMV and net sales developments[164](index=164&type=chunk) [Gross profit](index=45&type=section&id=Gross%20profit%20Analysis) Gross profit increased by 16.0% to €113.6 million and 14.0% to €202.2 million for the three and six months ended December 31, 2024, respectively, with margins improving due to a higher share of full-price sales Gross Profit (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 97,935 | 113,585 | | Six Months Ended December 31, | 177,423 | 202,219 | Gross Profit Margin (Percentage of Net Sales) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 49.8 % | 50.9 % | | Six Months Ended December 31, | 46.2 % | 47.6 % | - Gross margin improved by **110 BPs** (three months) and **140 BPs** (six months) due to a higher share of full-price sales[165](index=165&type=chunk) [Shipping and payment costs](index=47&type=section&id=Shipping%20and%20payment%20costs%20Analysis) Shipping and payment costs increased to €33.7 million and €63.1 million for the three and six months ended December 31, 2024, respectively, but the cost ratio to GMV decreased due to higher average order value Shipping and Payment Costs (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (32,513) | (33,698) | | Six Months Ended December 31, | (60,825) | (63,058) | Shipping and Payment Cost Ratio (Percentage of GMV) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (14.9)% | (13.8)% | | Six Months Ended December 31, | (14.4)% | (13.7)% | - Shipping and payment cost ratio decreased due to an increase in Average Order Value (AOV)[166](index=166&type=chunk) [Marketing expenses](index=47&type=section&id=Marketing%20expenses%20Analysis) Marketing expenses significantly increased to €30.1 million and €55.1 million for the three and six months ended December 31, 2024, respectively, driven by increased campaigns targeting new customers, leading to a higher marketing cost ratio Marketing Expenses (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (23,458) | (30,076) | | Six Months Ended December 31, | (47,157) | (55,069) | Marketing Expense Ratio (Percentage of Net Sales / GMV) | Period | 2023 (Net Sales) | 2024 (Net Sales) | 2023 (GMV) | 2024 (GMV) | |:---|:---|:---|:---|:---| | Three Months Ended December 31, | (11.9)% | (13.5)% | (10.7)% | (12.3)% | | Six Months Ended December 31, | (12.3)% | (13.0)% | (11.2)% | (11.9)% | - Increase in marketing cost ratio driven by an uptick in marketing campaigns and events targeting high-potential new customers[169](index=169&type=chunk) [Selling, general and administrative expenses](index=47&type=section&id=Selling%2C%20general%20and%20administrative%20expenses%20Analysis) Total SG&A expenses increased to €48.7 million and €104.7 million for the three and six months ended December 31, 2024, respectively, primarily due to transaction-related costs, though adjusted SG&A as a percentage of GMV decreased Selling, General and Administrative Expenses (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (42,012) | (48,726) | | Six Months Ended December 31, | (80,439) | (104,739) | - Increase in SG&A primarily driven by 'other transaction-related, certain legal and other expenses' (**€9.6 million** for three months, **€30.9 million** for six months ended Dec 31, 2024)[171](index=171&type=chunk) Adjusted SG&A Expenses (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Adjusted SG&A | (33,879) | (33,933) | | Adjusted SG&A Percentage of GMV | (15.5)% | (13.9)% | - Excluding share-based compensation and other transaction-related costs, adjusted SG&A expenses as a percentage of GMV decreased for both three and six months ended December 31, 2024, compared to prior year periods[175](index=175&type=chunk) [Depreciation and amortization](index=49&type=section&id=Depreciation%20and%20amortization%20Analysis) Depreciation and amortization expenses increased to €3.9 million and €11.1 million for the three and six months ended December 31, 2024, respectively, with the six-month increase largely due to a €3.1 million impairment loss on the Heimstetten distribution center Depreciation and Amortization (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (3,842) | (3,929) | | Six Months Ended December 31, | (7,238) | (11,057) | - The **€3.8 million** increase for the six months ended December 31, 2024, is largely driven by an impairment loss of **€3.1 million** on property, plant, and equipment at the Heimstetten distribution center, which closed in August 2024[178](index=178&type=chunk) [Finance costs, net](index=49&type=section&id=Finance%20costs%2C%20net%20Analysis) Finance costs, net, increased to €1.95 million and €3.17 million for the three and six months ended December 31, 2024, respectively, primarily due to higher utilization of bank borrowings and RCF amendment costs Finance Costs, Net (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | (1,197) | (1,953) | | Six Months Ended December 31, | (2,205) | (3,174) | - Finance costs, net, increased due to higher utilization of bank borrowings (**€40.6 million** as of Dec 31, 2024, vs. **€4.9 million** in prior year)[180](index=180&type=chunk) - Included in Other transaction-related, certain legal and other expenses for the six months ended Dec 31, 2024, are **€0.5 million** costs to amend the RCF agreement for a business combination, classified as finance costs[181](index=181&type=chunk) [Income tax (expense) benefit](index=50&type=section&id=Income%20tax%20%28expense%29%20benefit%20Analysis) For the six months ended December 31, 2024, the company reported an income tax benefit of €7.5 million, driven by deferred and current tax benefits, while the three-month effective tax rate was negative (4.3)% due to non-deductible share-based compensation Income Tax (Expense) Benefit (€ thousand) | Period | 2023 | 2024 | |:---|:---|:---| | Three Months Ended December 31, | 161 | (193) | | Six Months Ended December 31, | 2,468 | 7,542 | - Income tax benefit for the six months ended December 31, 2024, is driven by a deferred tax benefit of **€6.5 million** and a current tax benefit of **€1.1 million**[182](index=182&type=chunk) - The negative effective tax rate for the three months ended December 31, 2024, resulted from non-deductible share-based compensation expenses, which caused a tax expense despite a reported loss before income taxes[183](index=183&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Mytheresa Group's liquidity, sourced from operations, cash, and a €75 million RCF, totaled €13.8 million in cash and equivalents as of December 31, 2024, with management confident in sufficient resources for the next twelve months despite operating cash outflow [Overview of Liquidity and Capital](index=50&type=section&id=Overview%20of%20Liquidity%20and%20Capital) Mytheresa's liquidity comprises cash from operations, existing cash and equivalents (€13.8 million), and a €75 million RCF, with €40.6 million drawn as of December 31, 2024, and management affirming sufficient resources and RCF covenant compliance - Primary liquidity sources are cash from operations, available cash and cash equivalents, and a **€75 million** Revolving Credit Facility (RCF)[185](index=185&type=chunk) - As of December 31, 2024, **€40.6 million** was drawn under the RCF, and **€8.3 million** in guarantees were provided[185](index=185&type=chunk) - Cash and cash equivalents were **€13.8 million** as of December 31, 2024, with a new RCF agreement (maturity September 2026) in place[186](index=186&type=chunk)[187](index=187&type=chunk) - Management believes existing cash balances, expected cash flows, and RCF are sufficient for operating requirements for at least the next twelve months, and all RCF covenants were in compliance[189](index=189&type=chunk)[190](index=190&type=chunk) [Cash Flow Information](index=52&type=section&id=Cash%20Flow%20Information) For the six months ended December 31, 2024, net cash outflow from operating activities increased to €32.6 million, while net cash inflow from financing activities significantly rose to €32.9 million due to higher RCF utilization Consolidated Statement of Cash Flow Data (€ thousand) | Metric | Three Months Ended Dec 31, 2023 | Three Months Ended Dec 31, 2024 | Six Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2024 | |:---|:---|:---|:---|:---| | Net cash flow from operating activities | 18,547 | (5,952) | (14,770) | (32,607) | | Net cash outflow from investing activities | (1,444) | (413) | (4,551) | (1,708) | | Net cash flow from financing activities | (18,056) | 11,010 | (4,316) | 32,911 | - Net cash outflow from operating activities increased for the six months ended December 31, 2024, mainly due to a decrease in other current liabilities[193](index=193&type=chunk) - Net cash outflow from investing activities decreased due to lower expenditure on property and equipment and intangible assets[194](index=194&type=chunk) - Net cash inflow from financing activities was driven by higher utilization of the Revolving Credit Facility (**€40.6 million** utilized as of Dec 31, 2024, vs. **€4.9 million** in prior year)[195](index=195&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses Mytheresa Group's exposure to market risks, including interest rate risk and foreign exchange risk, and the strategies employed to manage these exposures [Interest Rate Risk](index=53&type=section&id=Interest%20Rate%20Risk) Mytheresa Group's cash and cash equivalents are not significantly impacted by interest rate fluctuations, and no material effect on results of operations is anticipated - Fair value of cash and cash equivalents (short-term deposits) not significantly affected by interest rate changes[197](index=197&type=chunk) - No material impact of interest rates on results of operations is expected[197](index=197&type=chunk) [Foreign Exchange Risk](index=53&type=section&id=Foreign%20Exchange%20Risk) Mytheresa Group's revenue, generated in eight currencies including USD and GBP, is subject to foreign exchange risk, which is partially hedged through short-term contracts, though not entirely eliminated - Revenue generated in eight currencies, with significant sales in U.S. Dollars and Pound Sterling, leading to foreign exchange risk[198](index=198&type=chunk) - Foreign exchange risk is less pronounced for cost of sales and operating expenses, as most purchases (**90%**) are in Euros and most employees (**95%**) are in Eurozone countries[198](index=198&type=chunk) - The company hedges foreign currency exposure in five major currencies (including USD and GBP) with contracts typically less than one year, but this does not eliminate all risk[199](index=199&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) Detailed information regarding recent accounting pronouncements is available within the company's consolidated financial statements - Detailed discussion on recent accounting pronouncements can be found in the consolidated financial statements[200](index=200&type=chunk) [Legal Proceedings](index=53&type=section&id=LEGAL%20PROCEEDINGS) This section outlines Mytheresa Group's involvement in legal proceedings and claims arising in the ordinary course of business, and management's assessment of their potential impact [Overview of Legal Proceedings](index=53&type=section&id=Overview%20of%20Legal%20Proceedings) Mytheresa Group is involved in ordinary course legal proceedings, which management believes will not materially adversely affect business, operating results, cash flows, or financial condition, though future litigation may be necessary - Company is involved in legal proceedings and claims in the ordinary course of business[202](index=202&type=chunk) - Management believes no current legal proceedings would have a material adverse effect on business, operating results, cash flows, or financial condition[202](index=202&type=chunk) - Additional litigation may be necessary in the future to enforce intellectual property and contractual rights or protect confidential information[202](index=202&type=chunk)