[Financial Results and Key Operating Metrics](index=3&type=section&id=FINANCIAL%20RESULTS%20AND%20KEY%20OPERATING%20METRICS) [Key Metrics Summary](index=3&type=section&id=Key%20Metrics%20Summary) For the six months ended December 31, 2023, the company saw GMV increase to €423.2 million and net sales to €384.8 million, but profitability significantly declined with gross profit falling by 7.2% and Adjusted EBITDA decreasing by 76.7% to €7.1 million | Metric | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Gross Merchandise Value (GMV) | €413.7 million | €423.2 million | 2.3% | | Active Customers (LTM) | 814 thousand | 856 thousand | 5.1% | | Total Orders Shipped (LTM) | 1,876 thousand | 2,037 thousand | 8.6% | | Net Sales | €366.0 million | €384.8 million | 5.1% | | Gross Profit | €192.0 million | €178.1 million | (7.2%) | | Gross Profit Margin | 52.5% | 46.3% | (620 basis points) | | Operating Income (Loss) | €2.6 million | €(17.5) million | (764.3%) | | Net Loss | €(4.3) million | €(17.3) million | 304.8% | | Adjusted EBITDA | €30.4 million | €7.1 million | (76.7%) | | Adjusted EBITDA Margin | 8.3% | 1.8% | (650 basis points) | [Reconciliation of Non-IFRS Measures](index=4&type=section&id=Reconciliation%20of%20Non-IFRS%20Measures) The company provides reconciliations for non-IFRS measures to their closest IFRS equivalents, with the net loss of €17.3 million for the six months ended December 31, 2023, adjusted to an Adjusted Net Income of €0.1 million Reconciliation of Net Loss to Adjusted EBITDA (Six Months Ended) | (in € millions) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Net loss | €(4.3) | €(17.3) | | Finance costs, net | €0.8 | €2.2 | | Income tax expense (benefit) | €6.1 | €(2.5) | | Depreciation and amortization | €5.3 | €7.2 | | **EBITDA** | **€8.0** | **€(10.3)** | | Other transaction-related, certain legal and other expenses | €3.2 | €6.1 | | Share-based compensation | €19.2 | €11.3 | | **Adjusted EBITDA** | **€30.4** | **€7.1** | Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Loss) (Six Months Ended) | (in € millions) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Operating Income (Loss) | €2.6 | €(17.5) | | Other transaction-related, certain legal and other expenses | €3.2 | €6.1 | | Share-based compensation | €19.2 | €11.3 | | **Adjusted Operating Income (Loss)** | **€25.1** | **€(0.2)** | Reconciliation of Net Loss to Adjusted Net Income (Six Months Ended) | (in € millions) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Net loss | €(4.3) | €(17.3) | | Other transaction-related, certain legal and other expenses | €3.2 | €6.1 | | Share-based compensation | €19.2 | €11.3 | | **Adjusted Net Income** | **€18.2** | **€0.1** | [Unaudited Interim Condensed Consolidated Financial Statements](index=6&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Statements of Profit and Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Profit%20and%20Comprehensive%20Income) For the six months ended December 31, 2023, net sales increased to €384.8 million, but a higher cost of sales led to a decrease in gross profit to €178.1 million, resulting in an operating loss of €17.5 million and a net loss of €17.3 million Consolidated Statement of Profit (Six Months Ended) | (in € thousands) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Net sales | 365,983 | 384,807 | | Gross profit | 191,963 | 178,134 | | Operating income (loss) | 2,640 | (17,538) | | Net loss | (4,268) | (17,276) | | Basic & diluted earnings per share | €(0.05) | €(0.20) | [Statements of Financial Position](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Financial%20Position) As of December 31, 2023, total assets increased to €720.1 million, primarily driven by a rise in inventories, while total liabilities also increased to €278.8 million and total shareholders' equity slightly decreased to €441.3 million Consolidated Statement of Financial Position | (in € thousands) | June 30, 2023 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Inventories | 360,262 | 409,995 | | Cash and cash equivalents | 30,136 | 6,437 | | **Total assets** | **693,971** | **720,068** | | **Liabilities & Equity** | | | | Trade and other payables | 71,085 | 103,277 | | **Total liabilities** | **246,541** | **278,752** | | **Total shareholders' equity** | **447,430** | **441,317** | [Statements of Changes in Equity](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) For the six months ended December 31, 2023, total shareholders' equity decreased by €6.1 million to €441.3 million, primarily due to a net loss partially offset by share-based compensation - Total shareholders' equity decreased from **€447.4 million** on July 1, 2023, to **€441.3 million** on December 31, 2023[26](index=26&type=chunk) - The decrease was driven by a net loss of **€17.3 million**, which was partly offset by **€11.3 million** recognized for share-based compensation[26](index=26&type=chunk) [Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended December 31, 2023, net cash used in operating activities significantly improved to €14.8 million, while cash and cash equivalents at period-end fell to €6.4 million Consolidated Statement of Cash Flows (Six Months Ended) | (in € thousands) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | (46,952) | (14,770) | | Net cash (used in) investing activities | (12,396) | (4,551) | | Net cash inflow (outflow) from financing activities | (2,190) | (4,316) | | **Net decrease in cash and cash equivalents** | **(61,538)** | **(23,638)** | | Cash and cash equivalents at end of the period | 51,880 | 6,437 | [Notes to the Financial Statements](index=11&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed information supporting the financial statements, covering accounting policies, segment performance, geographical sales, goodwill impairment testing, share-based compensation, and financial risk management [Note 2: Basis of Preparation](index=11&type=section&id=2.%20Basis%20of%20preparation) The financial statements are prepared on a going concern basis, with management confident in securing new financing and implementing mitigating actions to ensure sufficient liquidity for the next twelve months - The company is in the final steps of securing a syndicated loan agreement, expected to be signed in **March 2024**, which will replace the existing Revolving Credit Facilities[38](index=38&type=chunk) - Existing Revolving Credit Facilities were increased from **€60 million** to **€90 million**, with **€85.1 million** un-utilized as of December 31, 2023[37](index=37&type=chunk) - Management has identified mitigating actions, including selling excess inventory, to optimize cash flow and liquidity if needed, concluding there are no material uncertainties regarding the going concern assumption[41](index=41&type=chunk) [Note 6: Segment Information](index=14&type=section&id=6.%20Segment%20information) The Online segment is the primary driver of the business, accounting for €377.1 million in net sales for the six months ended December 31, 2023, significantly outweighing the Retail Stores segment Segment Performance (Six Months Ended Dec 31, 2023) | (in € thousands) | Online | Retail Stores | Total | | :--- | :--- | :--- | :--- | | Net Sales | 377,136 | 7,671 | 384,807 | | Segment EBITDA | 12,003 | 2,599 | 14,603 | Segment Performance (Six Months Ended Dec 31, 2022) | (in € thousands) | Online | Retail Stores | Total | | :--- | :--- | :--- | :--- | | Net Sales | 357,653 | 8,330 | 365,983 | | Segment EBITDA | 35,997 | 3,235 | 39,232 | [Note 7: Net Sales and Geographic Information](index=16&type=section&id=7.%20Net%20Sales%20and%20geographic%20information) For the six months ended December 31, 2023, Europe (excluding Germany) remained the largest market, while the United States showed strong growth, becoming the second-largest market Net Sales by Geographic Location (Six Months Ended) | Region | 2022 Net Sales (€k) | 2022 % | 2023 Net Sales (€k) | 2023 % | | :--- | :--- | :--- | :--- | :--- | | Germany | 62,649 | 17.1% | 62,071 | 16.1% | | United States | 61,470 | 16.8% | 75,393 | 19.6% | | Europe (ex-Germany) | 141,907 | 38.8% | 152,186 | 39.5% | | Rest of the world | 99,957 | 27.3% | 95,158 | 24.7% | | **Total** | **365,983** | **100.0%** | **384,807** | **100.0%** | [Note 11: Intangible Assets and Goodwill](index=18&type=section&id=11.%20Intangible%20assets%20and%20goodwill) The company performed a goodwill impairment test as of December 31, 2023, recognizing no impairment loss for either CGU, though the headroom for the Online CGU was lower than in the prior period - An impairment test was carried out as of **December 31, 2023**, due to internal and external factors, including market uncertainty and share price declines[87](index=87&type=chunk) - The estimated recoverable amount of the online CGU exceeded its carrying amount by more than **10%**, while the retail store CGU exceeded its carrying amount by more than **71%**; no impairment was recorded[89](index=89&type=chunk) - The headroom for the Online CGU was lower as of **December 31, 2023**, compared to **June 30, 2023**, due to changes in judgments and assumptions[90](index=90&type=chunk) [Note 14: Share-Based Compensation](index=22&type=section&id=14.%20Share-based%20compensation) The company recognized €11.3 million in share-based compensation expense for the six months ended December 31, 2023, with new LTI awards granted to key management tied to service and performance conditions Share-Based Compensation Expense Recognized | (in € thousands) | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2023 | | :--- | :--- | :--- | | **Total Expense** | **19,226** | **11,336** | - As of **July 1, 2023**, new LTI awards were granted, including **3,113,125 RSUs** and **2,923,280 stock options** to key management, with vesting over three years based on time and performance metrics like GMV growth and adjusted EBITDA margin[109](index=109&type=chunk)[111](index=111&type=chunk) - An Employee Share Purchase Program (ESPP) was launched on **May 29, 2023**, resulting in the issuance of **29,641 shares**[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) [Overview](index=31&type=section&id=Overview) Mytheresa operates as a leading global luxury e-commerce platform, with its performance in the first half of fiscal year 2024 impacted by ongoing global economic uncertainties, inflationary pressures, and geopolitical factors - Mytheresa is a leading luxury e-commerce platform shipping to over **130 countries**, offering products from over **200 luxury brands**[136](index=136&type=chunk) - The company's business activities and future sales may be impacted by global economic uncertainties, exacerbated by wars and other geopolitical factors[137](index=137&type=chunk) - The negative effects of these economic uncertainties were visible in the results for the three and six months ended **December 31, 2023**, and are expected to continue or potentially increase[139](index=139&type=chunk) [Factors Affecting our Performance](index=37&type=section&id=Factors%20Affecting%20our%20Performance) The company's performance is influenced by macroeconomic trends, brand relationships, online luxury penetration, category expansion, inventory management, and strategic infrastructure investments - Overall economic trends, including inflation and recession, have a significant impact on consumer spending and the company's business[155](index=155&type=chunk) - Growth is dependent on maintaining relationships with top luxury brands and capitalizing on the expected increase in online penetration of luxury goods, projected to reach **33% by 2025**[157](index=157&type=chunk)[158](index=158&type=chunk) - Strategic initiatives include expanding into Men's, Kidswear, and Life categories, and leveraging the Curated Platform Model (CPM) to improve capital efficiency and product access[160](index=160&type=chunk)[163](index=163&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) For the six months ended December 31, 2023, net sales grew 5.1% to €384.8 million, but gross profit declined 7.2% to €178.1 million due to margin pressures, leading to an operating loss of €17.5 million - GMV increased by **2.3%** for the six months ended **Dec 31, 2023**, driven by active customer growth but tempered by negative economic trends[177](index=177&type=chunk) - Gross profit margin for the six months ended **Dec 31, 2023** decreased by **620 basis points**, primarily due to promotion-driven margin slippage, an exceptional provision for inventory depreciation, and financial effects from brand mix[181](index=181&type=chunk) - Marketing expenses as a percentage of GMV decreased for the six months ended **Dec 31, 2023**, as the company reduced promotional activity and focused on top customer acquisition and retention[186](index=186&type=chunk) - Adjusted SG&A expenses as a percentage of GMV increased from **13.1%** to **15.0%** for the six months ended **Dec 31, 2023**, due to higher personnel, travel, and energy costs[192](index=192&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily sourced from cash from operations and Revolving Credit Facilities, with a new syndicated loan expected in March 2024 to replace current facilities, ensuring sufficient resources for the next twelve months - As of **December 31, 2023**, cash and cash equivalents amounted to **€6.4 million**[201](index=201&type=chunk) - The company's Revolving Credit Facilities were increased from **€60 million** to **€90 million**, and a new syndicated loan is expected to be signed in **March 2024**[203](index=203&type=chunk)[204](index=204&type=chunk) Consolidated Statement of Cash Flow Data (Six Months Ended) | (in € thousands) | Dec 31, 2022 | Dec 31, 2023 | | :--- | :--- | :--- | | Net cash outflow from operating activities | (46,952) | (14,770) | | Net cash outflow from investing activities | (12,396) | (4,551) | | Net cash outflow from financing activities | (2,190) | (4,316) | [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) [Market Risk](index=47&type=section&id=Market%20Risk) The company's primary market risk is foreign exchange exposure from significant U.S. Dollar and Pound Sterling sales versus Euro-denominated costs, which is partially mitigated through hedging contracts - The company faces foreign exchange risk due to significant sales denominated in **U.S. Dollars** and **Pound Sterling**, while approximately **90%** of purchases are in Euros[218](index=218&type=chunk) - To reduce foreign currency exposure, the company hedges its risk in **five major currencies**, with contracts typically having a duration of less than one year[219](index=219&type=chunk) - Interest rate risk is not expected to have a material impact on the company's results of operations[217](index=217&type=chunk) [Legal Proceedings](index=47&type=section&id=LEGAL%20PROCEEDINGS) [Legal Proceedings Summary](index=47&type=section&id=Legal%20Proceedings%20Summary) The company is involved in ordinary course legal proceedings, none of which are expected to have a material adverse effect on its business, financial condition, or results of operations - The company is not currently party to any legal proceedings which are expected to have a material adverse effect on its business, operating results, cash flows or financial condition[222](index=222&type=chunk)

Financial Data and Key Metrics Changes - The company reported a GMV growth of 14.5% for the full fiscal year 2023, reaching EUR 855.8 million compared to EUR 747.3 million in the prior year, exceeding market expectations [99] - Net sales increased by 11.4% to EUR 768.6 million for the full fiscal year 2023, up from EUR 689.8 million in the previous year [101] - Adjusted EBITDA for Q4 was EUR 7.4 million, with an adjusted EBITDA margin of 3.6%, while for the full fiscal year, adjusted EBITDA was EUR 41.1 million, representing a margin of 5.3% [77][78] - Gross profit for the full fiscal year was EUR 382.6 million, growing at 7.8%, with a gross profit margin of 49.8% [103][106] Business Line Data and Key Metrics Changes - The average order value (AOV) increased by 4.5% to a record high of EUR 654 for the full fiscal year 2023 [43] - The number of top customers grew by 25% for the full fiscal year, with GMV per top customer increasing by 4.3% [99] - The business with top customers grew by 28.7% in terms of GMV compared to Q4 of fiscal year 2022 [41] Market Data and Key Metrics Changes - The U.S. market saw a GMV growth of 40.8% in Q4 compared to the same quarter in the previous year, accounting for 19.1% of total business [40][58] - The company experienced double-digit GMV growth in Mainland China, although the market remains uncertain [36][58] - The share of top customers in total GMV increased from 32.6% in fiscal year 2021 to 38.5% in fiscal year 2023 [59] Company Strategy and Development Direction - The company focuses on high-spending wardrobe-building customers, which has proven effective in driving growth even in challenging economic conditions [38][55] - A successful transition to a new technology stack and the opening of a new distribution center at Leipzig Airport are expected to enhance operational efficiencies and customer service [39][64] - The company aims to maintain a full-price selling strategy to attract the right customer segments while managing inventory levels effectively [79][81] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism for fiscal year 2024, expecting GMV growth of 8% to 13% despite ongoing macroeconomic uncertainties [68][81] - The company anticipates a stronger second half of fiscal year 2024 compared to the first half, driven by improved operational efficiencies and a reduction in promotional pressures [115] - Management highlighted the importance of maintaining brand relationships and preventing inventory aging as key strategies moving forward [79] Other Important Information - The company ended fiscal year 2023 with no bank debt and EUR 30.1 million in cash, indicating strong financial health [111][113] - Marketing expenses rose to EUR 32.1 million in Q4, reflecting increased efforts to engage top customers [108] Q&A Session Summary Question: What are the drivers of regional strengths in the U.S.? - Management noted that the focus on high-end customers has mitigated the slowdown in aspirational customer spending, contributing to strong growth in the U.S. market [119] Question: How does the new distribution center fit into the roadmap? - The new distribution center in Leipzig is expected to enhance customer service and operational efficiencies, with plans for regional distribution centers in the U.S. as growth continues [124] Question: What is the outlook for gross profit margin in H2? - Management expressed confidence in a positive trend for gross profit margins in H2, driven by the company's high-end positioning and full-price focus [134]

Exhibit 99.1 Q4 and Full FY23 Results: Mytheresa reports excellent results with 15% GMV growth and strong profitability for full fiscal year 2023 MUNICH, Germany (September 14, 2023) – MYT Netherlands Parent B.V. (NYSE: MYTE) ("Mytheresa" or the "Company"), the parent company of Mytheresa Group GmbH, today announced financial results for its fourth quarter and full fiscal year 2023 ended June 30, 2023. The luxury multi-brand digital platform reported excellent financial performance both for the fourth quart ...

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, 2023 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 ...

We are not able to forecast net income (loss) on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect net income (loss), including, but not limited to, Income taxes and Interest expense and, as a result, are unable to provide a reconciliation to forecasted Adjusted EBITDA. Our Business Highlights Q3 FY23 • Good customer satisfaction with Net Promoter Score of 72.1% in Q3 FY23 +28.5% +12.7% +27.4% Q1 FY23 Q2 FY23 Q3 FY23 15.4% ...

Financial Data and Key Metrics Changes - The company reported a GMV of €219.8 million in Q3 2023, growing 17.8% compared to €186.6 million in the prior year quarter, with a constant currency growth of 15.4% [56] - Net sales increased by €29.4 million or 17.3% to €198.9 million, influenced by brands transitioning to the Curated Platform Model [57] - Gross profit margin in Q3 was 45.6%, a decrease of 320 basis points from 48.8% in the prior year, attributed to increased promotional intensity by competitors [28][49] - Adjusted EBITDA margin was 1.6%, down from 6.4% in the prior year quarter, primarily due to lower gross profit margin [64] Business Line Data and Key Metrics Changes - The top customer base grew by 28.1% compared to Q3 of fiscal year 2022, with average spend per top customer increasing by 6.7% [11][26] - Overall business with top customers grew by 36.8% in GMV compared to Q3 of fiscal year 2022, accounting for 36.0% of total GMV [11][12] - The average last 12 months order value increased by 3.9% in Q3 2023 compared to fiscal year 2022, driven by expansion across luxury categories [16] Market Data and Key Metrics Changes - In the United States, GMV growth was 27.4% compared to Q3 of fiscal year 2022, with the U.S. share of total GMV increasing to 17.7% [15] - Europe experienced a GMV growth of 19.2% compared to Q3 of fiscal year 2022, while Greater China was still impacted by COVID-19 [46][121] - The company reported a 44% share of net sales outside Europe for fiscal year-to-date 2023, up from 41% in the previous year [58] Company Strategy and Development Direction - The company remains focused on high-end wardrobe-building customers and luxury brand partnerships, positioning itself to benefit from ongoing growth in the luxury sector [4][25] - The company is committed to full-price selling and excellence in operations, despite aggressive promotional activities from competitors [3][24] - Recent milestones include the launch of exclusive collaborations with luxury brands and the expansion into new luxury categories, such as pre-owned watches [20][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience and ability to achieve growth despite macroeconomic headwinds and competitive pressures [8][25] - The company anticipates a recovery in the Chinese luxury consumer market, supported by recent marketing activations [50][121] - Management views current promotional pressures as transitory and expects to return to normalized inventory levels without excessive clearance activities [60][80] Other Important Information - The company ended Q3 with cash and cash equivalents of €13 million, no long-term bank debt, and an equity ratio of 69%, providing flexibility compared to competitors [86] - Adjusted SG&A expenses increased to €29.7 million, with a ratio of 13.5% of GMV, reflecting higher personnel costs and energy expenses [32] Q&A Session Summary Question: Trends in U.S. luxury demand - Management noted that aspirational customers are slowing down their consumption, while high-end customers continue to show strong demand [70][90] Question: Medium or long-term EBITDA margin targets - Management confirmed that current profitability levels remain stable despite macro challenges, and they are focused on maintaining a strong performance [72][91] Question: Competitive landscape and inventory management - Management highlighted that platforms with a high share of aspirational buyers are facing challenges, while Mytheresa's focus on high-end customers positions it well [93][122] Question: Expectations for China and inventory levels - Management acknowledged that Greater China was still recovering from COVID impacts but noted positive signs of recovery following recent marketing efforts [77][121] Question: Strategy on promotionality and inventory management - Management reiterated their commitment to full-price selling and cautious inventory management, emphasizing the importance of maintaining gross profit margins [125][126]

[Financial Results and Key Operating Metrics](index=3&type=section&id=FINANCIAL%20RESULTS%20AND%20KEY%20OPERATING%20METRICS) This section outlines key operating and non-IFRS financial metrics for business evaluation, performance measurement, and strategic decision-making, with data for the three and nine months ended March 31, 2022 and 2023 [Key Operating and Financial Metrics Overview](index=3&type=section&id=Key%20Operating%20and%20Financial%20Metrics%20Overview) This overview details the company's key operating and non-IFRS financial metrics, providing data for the three and nine months ended March 31, 2022 and 2023, to assess performance and trends - The company uses **Adjusted EBITDA**, **Adjusted Operating Income**, and **Adjusted Net Income**, along with their respective net sales percentage margins, as they are widely used by analysts, investors, and other stakeholders to evaluate companies in the industry. These metrics help highlight operating performance trends by excluding items beyond management's control or not reflective of ongoing operations and performance[6](index=6&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk) Key Operating and Financial Metrics (Three Months Ended March 31) | Metric | 2022 (€ million) | 2023 (€ million) | Change (%) | | :-------------------------- | :---------------- | :---------------- | :--------- | | Gross Merchandise Value (GMV) | 186.6 | 219.8 | 17.8% | | Active Customers (LTM, thousands) | 755 | 838 | 11.0% | | Total Orders Shipped (LTM, thousands) | 1,703 | 1,970 | 15.7% | | Net Sales | 169.5 | 198.9 | 17.3% | | Gross Profit | 82.8 | 90.7 | 9.6% | | Gross Margin | 48.8% | 45.6% | (320 BPs) | | Operating Income | (2.0) | (6.4) | 225.0% | | Net Income (Loss) | (4.3) | (5.3) | 23.2% | | Adjusted EBITDA | 10.8 | 3.2 | (70.0%) | | Adjusted Operating Income | 8.5 | 0.1 | (98.7%) | | Adjusted Net Income | 6.2 | 1.4 | (77.5%) | Key Operating and Financial Metrics (Nine Months Ended March 31) | Metric | 2022 (€ million) | 2023 (€ million) | Change (%) | | :-------------------------- | :---------------- | :---------------- | :--------- | | Gross Merchandise Value (GMV) | 550.6 | 633.6 | 15.1% | | Active Customers (LTM, thousands) | 755 | 838 | 11.0% | | Total Orders Shipped (LTM, thousands) | 1,703 | 1,970 | 15.7% | | Net Sales | 514.9 | 564.9 | 9.7% | | Gross Profit | 260.2 | 282.7 | 8.7% | | Gross Margin | 50.5% | 50.0% | (50 BPs) | | Operating Income | 3.6 | (3.8) | (205.7%) | | Net Income (Loss) | (9.5) | (9.6) | 0.4% | | Adjusted EBITDA | 54.3 | 33.7 | (38.0%) | | Adjusted Operating Income | 47.6 | 25.2 | (47.1%) | | Adjusted Net Income | 34.5 | 19.6 | (43.2%) | [Reconciliation of Non-IFRS Financial Measures](index=4&type=section&id=Reconciliation%20of%20Non-IFRS%20Financial%20Measures) This section provides detailed reconciliation tables for Net Income (Loss) to Adjusted EBITDA, Operating Income (Loss) to Adjusted Operating Income, and Net Income (Loss) to Adjusted Net Income, including margins, for the three and nine months ended March 31, 2022 and 2023 Reconciliation of Net Loss to Adjusted EBITDA (Three Months Ended March 31) | (€ million) | 2022 | 2023 | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | | Net Loss | (4.3) | (5.1) | 18.9% | | Finance costs, net | 0.3 | 0.7 | 125.8% | | Income tax expense (benefit) | 2.0 | (2.0) | (198.3%) | | Depreciation and amortization | 2.3 | 3.1 | 37.1% | | EBITDA | 0.3 | (3.3) | (1,162.5%) | | Other transaction-related, specific legal and other expenses | 0.3 | 0.4 | 59.0% | | Share-based compensation expense | 10.2 | 6.1 | (40.5%) | | Adjusted EBITDA | 10.8 | 3.2 | (70.0%) | | Adjusted EBITDA Margin | 6.4% | 1.6% | (480 BPs) | Reconciliation of Operating Income (Loss) to Adjusted Operating Income (Three Months Ended March 31) | (€ million) | 2022 | 2023 | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | | Operating Income (Loss) | (2.0) | (6.4) | 225.0% | | Other transaction-related, specific legal and other expenses | 0.3 | 0.4 | 59.0% | | Share-based compensation expense | 10.2 | 6.1 | (40.5%) | | Adjusted Operating Income | 8.5 | 0.1 | (98.7%) | | Adjusted Operating Income Margin | 5.0% | 0.1% | (490 BPs) | Reconciliation of Net Loss to Adjusted Net Income (Nine Months Ended March 31) | (€ million) | 2022 | 2023 | Change (%) | | :------------------------------------------ | :----- | :----- | :--------- | | Net Loss | (9.5) | (9.4) | (1.5%) | | Other transaction-related, specific legal and other expenses | 1.3 | 3.7 | 175.3% | | Share-based compensation expense | 42.7 | 25.3 | (40.7%) | | Adjusted Net Income | 34.5 | 19.6 | (43.2%) | | Adjusted Net Income Margin | 6.7% | 3.5% | (320 BPs) | [Unaudited Interim Condensed Consolidated Financial Statements](index=6&type=section&id=UNAUDITED%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This part presents the unaudited interim condensed consolidated financial statements, including statements of profit, financial position, changes in equity, cash flows, and detailed notes [Unaudited Condensed Consolidated Statements of Profit and Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Profit%20and%20Comprehensive%20Income) This table details net sales, cost of sales, gross profit, operating expenses, finance costs, income tax, net loss, and other comprehensive income for the three and nine months ended March 31, 2022 and 2023 Condensed Consolidated Statements of Profit and Comprehensive Income (Three Months Ended March 31) | (€ thousand) | 2022 | 2023 | | :------------------------------------------ | :----- | :----- | | Net sales | 169,512 | 198,883 | | Cost of sales (exclusive of depreciation and amortization) | (86,747) | (108,137) | | Gross profit | 82,765 | 90,746 | | Operating income (loss) | (1,975) | (6,419) | | Net loss | (4,317) | (5,134) | | Comprehensive loss | (3,979) | (5,614) | | Basic and diluted earnings per share | (0.05) | (0.06) | Condensed Consolidated Statements of Profit and Comprehensive Income (Nine Months Ended March 31) | (€ thousand) | 2022 | 2023 | | :------------------------------------------ | :----- | :----- | | Net sales | 514,914 | 564,866 | | Cost of sales (exclusive of depreciation and amortization) | (254,716) | (282,157) | | Gross profit | 260,199 | 282,708 | | Operating income (loss) | 3,574 | (3,779) | | Net loss | (9,546) | (9,402) | | Comprehensive loss | (10,827) | (8,628) | | Basic and diluted earnings per share | (0.11) | (0.11) | [Unaudited Condensed Consolidated Statements of Financial Position](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Financial%20Position) This table presents the company's assets, liabilities, and shareholders' equity as of June 30, 2022, and March 31, 2023, highlighting changes in asset and liability categories Condensed Consolidated Statements of Financial Position (As of March 31 and June 30, 2022) | (€ thousand) | June 30, 2022 | March 31, 2023 | | :------------------------------------------ | :------------ | :------------- | | Total non-current assets | 200,975 | 258,872 | | Total current assets | 413,801 | 387,792 | | Total assets | 614,776 | 646,664 | | Total equity | 431,667 | 449,366 | | Total non-current liabilities | 21,237 | 60,754 | | Total current liabilities | 161,872 | 136,544 | | Total liabilities | 183,109 | 197,298 | | Total equity and liabilities | 614,776 | 646,664 | [Unaudited Condensed Consolidated Statements of Changes in Equity](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) This table outlines changes in equity components for the periods ended March 31, 2022 and 2023, covering share capital, capital reserves, accumulated losses, and other reserves Condensed Consolidated Statements of Changes in Equity (As of March 31 and July 1, 2022) | (€ thousand) | July 1, 2022 | March 31, 2023 | | :------------------------------------------ | :----------- | :------------- | | Total equity (beginning of period) | 431,667 | 431,667 | | Net loss | (9,402) | (9,402) | | Other comprehensive income | - | 774 | | Comprehensive loss | (8,628) | (8,628) | | Exercise of share options | 1,077 | 1,077 | | Share-based compensation expense | 25,307 | 25,307 | | Reclassification due to cash settlement of share-based compensation | (57) | (57) | | Total equity (end of period) | 431,667 | 449,366 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This table summarizes cash flows from operating, investing, and financing activities for the nine months ended March 31, 2022 and 2023, showing a shift to net cash outflow from operations Condensed Consolidated Statements of Cash Flows (Nine Months Ended March 31) | (€ thousand) | 2022 | 2023 | | :------------------------------------------ | :----- | :----- | | Net cash inflow (outflow) from operating activities | 22,875 | (83,000) | | Net cash outflow from investing activities | (1,702) | (18,895) | | Net cash outflow from financing activities | (4,367) | 1,449 | | Net increase (decrease) in cash and cash equivalents | 16,806 | (100,446) | | Cash and cash equivalents at end of period | 93,526 | 12,940 | [Notes to the Interim Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and classifications for financial statement items, including corporate information, accounting policies, segment reporting, and financial instruments [1. Corporate information](index=11&type=section&id=1.%20Corporate%20information) MYT Netherlands Parent B.V. operates a global luxury digital platform via Mytheresa Group GmbH, with MYT Ultimate Parent LLC, USA, as the ultimate controlling party - MYT Netherlands Parent B.V. operates a global luxury digital platform through its subsidiary Mytheresa Group GmbH, with a flagship retail store and a menswear store in Munich[34](index=34&type=chunk) - As of March 31, 2023, MYT Holding LLC, USA, holds **78.3%** of the company's shares, with MYT Ultimate Parent LLC, USA, being the ultimate controlling party of Mytheresa Group[35](index=35&type=chunk) [2. Basis of preparation](index=11&type=section&id=2.%20Basis%20of%20preparation) These interim condensed consolidated financial statements are prepared under IAS 34 and IFRS, using historical cost in Euros, with a June 30 fiscal year-end and a going concern assumption - These interim condensed consolidated financial statements are prepared in accordance with IAS 34 'Interim Financial Reporting' and International Financial Reporting Standards (IFRS)[36](index=36&type=chunk) - Mytheresa Group's fiscal year-end is **June 30**[37](index=37&type=chunk) - The financial statements are prepared under the going concern assumption, with management believing Mytheresa Group has sufficient resources to continue operations for the foreseeable future[39](index=39&type=chunk) [3. Impacts to the consolidated financial statements due to Covid-19 pandemic, cost inflation, significant promotional activities by competitors and other global uncertainties in the markets](index=11&type=section&id=3.%20Impacts%20to%20the%20consolidated%20financial%20statements%20due%20to%20Covid-19%20pandemic%2C%20cost%20inflation%2C%20significant%20promotional%20activities%20by%20competitors%20and%20other%20global%20uncertainties%20in%20the%20markets.) While COVID-19 had no major impact, macroeconomic factors like inflation, rising interest rates, and competitor promotions affected net sales growth and gross margin for the periods ended March 31, 2023 - Despite the ongoing COVID-19 pandemic, Mytheresa Group has not experienced significant revenue declines, deterioration of net assets, or other material adverse effects, nor have there been significant supply chain or logistics disruptions[41](index=41&type=chunk)[42](index=42&type=chunk) - Net sales growth for the three and nine months ended March 31, 2023, was impacted by ongoing inflation, rising interest rate uncertainties, potential recession, economic developments, and new uncertainties regarding the robustness of the financial sector in the US and Europe, which affected customer sentiment[45](index=45&type=chunk) - The decline in gross margin was due to macroeconomic headwinds and significant promotional activities by competitors to clear excess inventory, resulting in a lower-than-expected share of full-price sales for the company, putting pressure on gross margin[46](index=46&type=chunk) [4. Significant accounting policies](index=12&type=section&id=4.%20Significant%20accounting%20policies) Accounting policies in these interim statements align with FY2022, with share-based compensation now including cash-settled transactions since December 31, 2022 - The company in these interim condensed consolidated financial statements are consistent with those in the 2022 fiscal year consolidated financial statements. Since **December 31, 2022**, the company has extended its share-based compensation policy to include cash-settled transactions[47](index=47&type=chunk) [5. Critical accounting judgments and key estimates and assumptions](index=12&type=section&id=5.%20Critical%20accounting%20judgments%20and%20key%20estimates%20and%20assumptions) Critical accounting judgments and key estimates for these interim statements are consistent with those applied in the 2022 fiscal year consolidated financial statements - In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying Mytheresa Group's accounting policies and the key sources of estimation uncertainty are consistent with those applied in the 2022 fiscal year consolidated financial statements[50](index=50&type=chunk) [6. Segment information](index=13&type=section&id=6.%20Segment%20information) Mytheresa Group identifies online and retail as operating segments, measuring performance via segment EBITDA, with certain corporate expenses unallocated - Mytheresa Group identifies online business and retail stores as separate operating segments based on internal reporting and how the Chief Operating Decision Maker (CODM) assesses business performance[52](index=52&type=chunk) - Segment EBITDA is defined as operating income exclusive of depreciation and amortization, used to measure performance[53](index=53&type=chunk) Segment EBITDA (Three Months Ended March 31) | (€ thousand) | 2022 (Online) | 2022 (Retail Store) | 2023 (Online) | 2023 (Retail Store) | | :--------------- | :------------ | :------------ | :------------ | :------------ | | Net sales | 166,405 | 3,107 | 195,939 | 2,944 | | Segment EBITDA | 12,935 | 907 | 5,500 | 903 | [7. Net Sales and geographic information](index=14&type=section&id=7.%20Net%20Sales%20and%20geographic%20information) Mytheresa Group generates global revenue through online business and CPM commissions, with net sales increasing for the periods ended March 31, 2023, driven by the US market - Mytheresa Group earns revenue globally through its online business and commissions for services under the Curated Platform Model (CPM)[59](index=59&type=chunk) Net Sales by Geographic Location (Three Months Ended March 31) | (€ thousand) | 2022 | % | 2023 | % | | :--------------- | :----- | :---- | :----- | :---- | | Germany | 30,292 | 17.9% | 32,279 | 16.2% | | United States | 28,342 | 16.7% | 36,376 | 18.3% | | Europe (excluding Germany) | 66,906 | 39.5% | 78,241 | 39.3% | | Rest of World | 43,971 | 25.9% | 51,988 | 26.1% | | Total | 169,512 | 100.0% | 198,883 | 100.0% | Net Sales by Geographic Location (Nine Months Ended March 31) | (€ thousand) | 2022 | % | 2023 | % | | :--------------- | :----- | :---- | :----- | :---- | | Germany | 95,712 | 18.6% | 94,928 | 16.8% | | United States | 81,578 | 15.8% | 97,846 | 17.3% | | Europe (excluding Germany) | 206,035 | 40.0% | 220,147 | 39.0% | | Rest of World | 131,589 | 25.6% | 151,945 | 26.9% | | Total | 514,914 | 100.0% | 564,866 | 100.0% | [8. Cost of sales, exclusive of depreciation and amortization](index=15&type=section&id=8.%20Cost%20of%20sales%2C%20exclusive%20of%20depreciation%20and%20amortization) Inventory impairment, included in cost of sales, increased for the three months but decreased for the nine months ended March 31, 2023, reflecting net realizable value changes Inventory Impairment (€ thousand) | Period | 2022 | 2023 | | :---------------- | :------- | :------- | | Three months ended March 31 | (1,551) | (2,780) | | Nine months ended March 31 | (4,544) | (3,269) | [9. Finance income (costs), net](index=15&type=section&id=9.%20Finance%20income%20(costs)%2C%20net) Net finance costs increased for the periods ended March 31, 2023, mainly due to higher lease interest expenses, with €4.9 million utilized from the revolving credit facility Finance Income (Costs), Net (€ thousand) | Period | 2022 | 2023 | | :-------------------------------- | :----- | :----- | | Three months ended March 31: | | | | Total finance costs | (314) | (807) | | Total finance income | 0 | 98 | | Finance costs, net | (314) | (709) | | Nine months ended March 31: | | | | Total finance costs | (702) | (1,846) | | Total finance income | 0 | 345 | | Finance costs, net | (702) | (1,501) | - As of March 31, 2023, Mytheresa Group utilized **€4.9 million** in cash from its **€60 million** revolving credit facility[65](index=65&type=chunk) [10. Income taxes](index=15&type=section&id=10.%20Income%20taxes) The effective tax rate fluctuated due to non-deductible share-based compensation, with a tax benefit for the three months ended March 31, 2023, from a German tax group formation Effective Tax Rate | Period | 2022 | 2023 | | :---------------- | :------- | :------- | | Three months ended March 31 | (88.6)% | 28.0% | | Nine months ended March 31 | 432.4% | (78.1)% | - The change in the effective tax rate is due to the expenses from share-based compensation plans not being tax-deductible[68](index=68&type=chunk) - A tax benefit of **€1,944 thousand** was recognized for the three months ended March 31, 2023, due to the formation of a German tax group through a profit and loss transfer agreement with Mytheresa Group GmbH[69](index=69&type=chunk) [11. Property and equipment](index=16&type=section&id=11.%20Property%20and%20equipment) Property and equipment increased due to leasehold improvements for a new Leipzig warehouse, with further capital expenditures anticipated in FY2023 and FY2024 - As of March 31, 2023, property and equipment increased by **€16,362 thousand** to **€34,053 thousand** from **€17,691 thousand** as of June 30, 2022, primarily due to increased leasehold improvements for a new warehouse in Leipzig, Germany[70](index=70&type=chunk) - Mytheresa Group expects to incur additional capital expenditures of approximately **€14 million to €17 million** for equipment purchases in fiscal years 2023 and 2024[70](index=70&type=chunk) [12. Leases](index=16&type=section&id=12.%20Leases) New lease agreements for a Leipzig warehouse, Munich offices, and London offices significantly increased right-of-use assets and lease liabilities - For the nine months ended March 31, 2023, Mytheresa Group entered into a **10-year** lease agreement for a new warehouse in Leipzig, Germany, recognizing **€25,661 thousand** in right-of-use assets and **€23,816 thousand** in lease liabilities[71](index=71&type=chunk) - In January 2023, the company entered into the seventh lease addendum for its existing offices in Aschheim/Munich, recognizing **€9,953 thousand** in right-of-use assets and corresponding lease liabilities[72](index=72&type=chunk) - In December 2022, the company entered into a **three-year** lease agreement for new offices in London, UK, recognizing **€2,197 thousand** in right-of-use assets and lease liabilities[73](index=73&type=chunk) [13. Other assets and non-current financial assets](index=17&type=section&id=13.%20Other%20assets%20and%20non-current%20financial%20assets) This section details current other assets and non-current financial assets, noting decreased brand partner receivables and increased DDP duty refunds Other Assets Details (€ thousand) | (€ thousand) | June 30, 2022 | March 31, 2023 | | :-------------------------------- | :------------ | :------------- | | Return assets | 10,096 | 6,697 | | Current VAT receivables | - | 4,401 | | Prepaid expenses | 5,609 | 5,308 | | Receivables from payment service providers | 371 | 1,337 | | Prepayments | 1,465 | 2,441 | | Deposits | 414 | 201 | | Receivables from brand partners | 33,611 | 371 | | DDP duty refunds | 5,261 | 12,787 | | Other current assets | 5,047 | 9,421 | | Total | 61,874 | 42,963 | Non-Current Financial Assets Details (€ thousand) | (€ thousand) | June 30, 2022 | March 31, 2023 | | :-------------------------------- | :------------ | :------------- | | Other non-current receivables | - | 30 | | Non-current deposits | 294 | 506 | | Non-current prepaid expenses | - | 6,935 | | Total | 294 | 7,471 | - As of March 31, 2023, the decrease in receivables from brand partners was primarily due to settlement payments from certain brand partners[74](index=74&type=chunk) [14. Share-based compensation](index=18&type=section&id=14.%20Share-based%20compensation) This section details share-based compensation arrangements, including IPO-related awards, one-time RSU awards, and annual plans, with a reconciliation of outstanding options and recognized expenses - IPO-related one-time awards include 'Alignment Awards' (options granted to key management members, vesting **25% annually over four years**) and 'Catch-up Awards' (phantom shares granted to key management members, vesting immediately on the grant date)[76](index=76&type=chunk)[81](index=81&type=chunk) - Annual plans include the 'Supervisory Board Member Plan' (restricted shares granted to supervisory board members) and the 'Long-Term Incentive Plan' (LTI, restricted stock units granted to key management members, with time-based and non-market performance vesting conditions)[85](index=85&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) Share-based Compensation Expense Recognized (€ thousand) | Period | 2022 | 2023 | | :-------------------------------- | :----- | :----- | | Three months ended March 31 | 10,228 | 6,082 | | Nine months ended March 31 | 42,701 | 25,307 | [15. Financial instruments and financial risk management](index=24&type=section&id=15.%20Financial%20instruments%20and%20financial%20risk%20management) This section discloses carrying and fair values of financial assets and liabilities under IFRS 9, noting no fair value hierarchy transfers and a net cash flow hedge reserve Financial Instruments (As of March 31, 2023) | (€ thousand) | Carrying amount | IFRS 9 category | Fair value | Fair value hierarchy | | :------------------------------------------ | :-------------- | :------------------------------- | :--------- | :----------------------- | | Non-current deposits | 506 | Amortized cost | - | - | | Other non-current receivables | 30 | Amortized cost | - | - | | Non-current prepaid expenses | 6,935 | Amortized cost | - | - | | Trade and other receivables | 6,019 | Amortized cost | - | - | | Cash and cash equivalents | 12,940 | Amortized cost | - | - | | Derivative instruments (hedge accounting) | 1,051 | - | 1,051 | Level 2 | | Borrowings | 4,899 | Amortized cost | - | - | | Tax liabilities | 21,729 | Amortized cost | - | - | | Trade and other payables | 36,534 | Amortized cost | - | - | - There were no transfers between fair value hierarchies as of June 30, 2022, and March 31, 2023[104](index=104&type=chunk) - As of March 31, 2023, Mytheresa Group has recorded a net amount of **€758 thousand** in the cash flow hedge reserve[106](index=106&type=chunk) [16. Events after the reporting period](index=26&type=section&id=16.%20Events%20after%20the%20reporting%20period) The company will launch its first Employee Stock Purchase Plan (ESPP) on May 29, 2023, enabling eligible employees to purchase ADSs at a discount - The company will launch the open enrollment period for its first Employee Stock Purchase Plan (ESPP) on **May 29, 2023**[107](index=107&type=chunk) - The ESPP aims to foster long-term employee relationships by offering eligible employees the opportunity to purchase American Depositary Shares (ADSs) at a discount (one-quarter of the investment amount)[107](index=107&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=27&type=section&id=MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's discussion and analysis of the company's financial condition and results of operations, covering key metrics, influencing factors, and liquidity [Overview](index=27&type=section&id=Overview) Mytheresa is a leading global luxury e-commerce platform, acknowledging increased global economic uncertainties and cost inflation despite no significant COVID-19 revenue impact - Mytheresa is a leading global luxury e-commerce platform, shipping to over **130 countries** and offering a curated selection of over **200 top-tier brands** across women's, men's, kids', and lifestyle products[110](index=110&type=chunk) - Despite the ongoing COVID-19 pandemic, Mytheresa Group has not experienced significant revenue declines, deterioration of net assets, or other material adverse effects, nor have there been significant supply chain or logistics disruptions[111](index=111&type=chunk)[112](index=112&type=chunk) - Mytheresa faces increased cost inflation across energy, logistics, labor, and other parts of its business model, with macroeconomic factors potentially leading to a recession in certain markets, continuously negatively impacting overall customer demand[114](index=114&type=chunk) [Key Operating and Financial Metrics](index=28&type=section&id=Key%20Operating%20and%20Financial%20Metrics) This section details key operating and financial metrics, including GMV, active customers, net sales, and adjusted non-IFRS measures, with definitions and reconciliation tables Key Operating and Financial Metrics (Three Months Ended March 31) | (€ thousand) | 2022 | 2023 | | :-------------------------- | :----------------- | :----------------- | | Gross Merchandise Value (GMV) | 186,583 | 219,831 | | Active Customers (LTM, thousands) | 755 | 838 | | Total Orders Shipped (LTM, thousands) | 1,703 | 1,970 | | Average Order Value (LTM) | 617 | 641 | | Net Sales | 169,512 | 198,883 | | Gross Profit | 82,765 | 90,746 | | Gross Margin | 48.8% | 45.6% | | Operating Expenses (Income) | (1,975) | (6,419) | | Net Loss | (4,317) | (5,134) | | Adjusted EBITDA | 10,819 | 3,243 | | Adjusted Operating Income | 8,536 | 111 | | Adjusted Net Income | 6,192 | 1,396 | Key Operating and Financial Metrics (Nine Months Ended March 31) | (€ thousand) | 2022 | 2023 | | :-------------------------- | :----------------- | :----------------- | | Gross Merchandise Value (GMV) | 550,623 | 633,567 | | Active Customers (LTM, thousands) | 755 | 838 | | Total Orders Shipped (LTM, thousands) | 1,703 | 1,970 | | Average Order Value (LTM) | 617 | 641 | | Net Sales | 514,914 | 564,866 | | Gross Profit | 260,199 | 282,708 | | Gross Margin | 50.5% | 50.0% | | Operating Expenses (Income) | 3,574 | (3,779) | | Net Loss | (9,546) | (9,402) | | Adjusted EBITDA | 54,334 | 33,676 | | Adjusted Operating Income | 47,606 | 25,196 | | Adjusted Net Income | 34,487 | 19,573 | - GMV is an operational measure of the total Euro value of processed orders, including product value, shipping, and duties, net of returns, VAT, applicable sales taxes, and cancellations. Active customers are unique customer accounts that have made at least one online purchase in the preceding twelve months. Total orders shipped represents the total number of online customer orders shipped in the preceding twelve months. Average order value is the total GMV of online orders divided by the total number of online orders in the preceding twelve months[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) [Factors Affecting our Performance](index=33&type=section&id=Factors%20Affecting%20our%20Performance) This section discusses key performance factors, including economic trends, brand awareness, luxury brand partnerships, online market growth, category expansion, inventory management, and CPM - Overall economic conditions and changes in consumer behavior significantly impact the business, with positive economic conditions encouraging customer spending, while economic weakness can have a negative effect[132](index=132&type=chunk) - The company will continue to invest in brand marketing campaigns to expand brand awareness, attract new customers, and develop in-house product content[133](index=133&type=chunk) - The business model relies on offering customers a curated selection of top luxury brands, and long-standing relationships with leading luxury fashion brands are a competitive advantage[134](index=134&type=chunk) - Online penetration for luxury personal goods is projected to increase from **22% in 2021 to 34% by 2030**, with the company maintaining a leading position through brand partnerships and exclusive products[135](index=135&type=chunk) - The company has expanded into Mytheresa Kids (**2019**), Mytheresa Men (**2020**), and Life (**May 2022**) categories to capture these underserved markets[136](index=136&type=chunk) - The company leverages customer data and collaboration with brand partners to optimize inventory, predicting demand by analyzing customer feedback and real-time purchasing behavior, thereby reducing portfolio risk and increasing sell-through rates[137](index=137&type=chunk) - The company will continue to invest in operations and infrastructure, including the new Leipzig warehouse, to support growth, improve efficiency, localize offerings, and enter new markets[138](index=138&type=chunk) - The Curated Platform Model (CPM) integrates Mytheresa Group's direct retail business with brand partners, offering opportunities to source high-demand products at scale, improve capital efficiency, and increase revenue and profit[139](index=139&type=chunk) [Components of our Results of Operations](index=35&type=section&id=Components%20of%20our%20Results%20of%20Operations) This section explains key components of financial performance, including net sales, cost of sales, gross profit, operating expenses, and finance income (costs), net - Net sales include revenue from sales of apparel, bags, shoes, accessories, fine jewelry, and other categories, as well as shipping fees and delivery duties, net of promotional discounts and returns; platform fees generated by the Curated Platform Model (CPM) are also included in net sales[141](index=141&type=chunk) - Cost of sales (exclusive of depreciation and amortization) includes the cost of goods sold (net of trade discounts), as well as inventory impairment and product delivery costs from brand partners; for CPM revenue, no cost of sales is incurred[142](index=142&type=chunk) - Gross profit equals net sales less cost of sales (exclusive of depreciation and amortization)[143](index=143&type=chunk) - Shipping and payment costs primarily include shipping fees paid to fulfillment service providers, packaging costs, delivery duties for international sales, and payment processing fees paid to third parties[144](index=144&type=chunk) - Marketing expenses primarily include online advertising costs aimed at acquiring new customers, marketing to existing customers, and other marketing costs such as event production, communication, and creative content development[145](index=145&type=chunk) - Selling, general and administrative (SG&A) expenses include personnel costs (salaries, benefits, and other personnel-related costs) and other general and administrative expenses (IT expenses, uncapitalized lease rents, consulting services, insurance costs, share-based compensation expenses, and other transaction-related, specific legal, and other expenses)[146](index=146&type=chunk) - Depreciation and amortization include property and equipment (including right-of-use assets capitalized under IFRS 16), leasehold improvements, and amortization of technology and other intangible assets[147](index=147&type=chunk) - Other expenses (income), net primarily include gains and losses from foreign currency fluctuations, gains and losses from the disposal of property, plant, and equipment, and other miscellaneous expenses and income[149](index=149&type=chunk) - Finance income (costs), net for fiscal years 2022 and 2023 primarily relates to lease interest expenses and the revolving credit facilities with Commerzbank Aktiengesellschaft and UniCredit Bank AG[150](index=150&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance for the three and nine months ended March 31, 2023, covering GMV, net sales, cost of sales, gross profit, and operating expenses - Gross Merchandise Value (GMV) increased by **17.8% to €219.8 million** for the three months ended March 31, 2023, and by **15.1% to €633.6 million** for the nine months, primarily driven by growth in active customers and increased GMV per active customer[154](index=154&type=chunk) - Net sales increased by **17.3% to €198.9 million** for the three months ended March 31, 2023, and by **9.7% to €564.9 million** for the nine months. Net sales growth lagged GMV primarily due to brands shifting from a wholesale model to the Curated Platform Model (CPM), where only platform fees are recognized in net sales[155](index=155&type=chunk) - Cost of sales (exclusive of depreciation and amortization) increased by **€21.4 million to €108.1 million** for the three months ended March 31, 2023, and by **€27.4 million to €282.2 million** for the nine months. As a percentage of GMV, it increased from **46.5% to 49.2%** for the three months but decreased from **46.3% to 44.5%** for the nine months, the latter primarily benefiting from increased CPM revenue and the impact of competitor promotional activities[156](index=156&type=chunk) - Gross profit increased by **9.6% to €90.7 million** for the three months ended March 31, 2023, and by **8.7% to €282.7 million** for the nine months. Gross margin decreased from **48.8% to 45.6%** for the three months and from **50.5% to 50.0%** for the nine months, primarily impacted by macroeconomic headwinds and competitor promotional activities[157](index=157&type=chunk) - Shipping and payment costs increased by **25.3% to €31.5 million** for the three months ended March 31, 2023, and by **18.7% to €83.8 million** for the nine months, primarily due to an increase in total orders shipped and a higher share of international sales[158](index=158&type=chunk) - Marketing expenses increased to **€25.7 million** for the three months ended March 31, 2023, and to **€79.9 million** for the nine months. As a percentage of GMV, it decreased from **12.5% to 11.7%** for the three months and remained at **12.6%** for the nine months, primarily attributable to a continued focus on high lifetime value customers and strong performance from the existing customer base[159](index=159&type=chunk) - Total selling, general and administrative (SG&A) expenses increased by **5.8% to €36.2 million** for the three months ended March 31, 2023, and by **1.4% to €112.9 million** for the nine months. Adjusted SG&A expenses as a percentage of GMV increased in both periods, primarily due to higher personnel expenses, travel expenses, energy costs, and IT expenditures[161](index=161&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) - Depreciation and amortization expenses increased to **€3.1 million** for the three months ended March 31, 2023, and to **€8.5 million** for the nine months, primarily due to increased depreciation of right-of-use assets for the new Leipzig warehouse in Germany[167](index=167&type=chunk) - Net finance costs increased to **€709 thousand** for the three months ended March 31, 2023, and to **€1,501 thousand** for the nine months, primarily due to increased lease interest expenses[168](index=168&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses liquidity sources, including cash from operations and credit facilities, noting a shift to net cash outflow from operating activities and increased investing activities - The company's primary sources of liquidity and capital are cash generated from operating activities, available cash and cash equivalents, and a revolving credit facility totaling **€60 million**[170](index=170&type=chunk) - As of March 31, 2023, the company's cash and cash equivalents amounted to **€12.9 million**[171](index=171&type=chunk) - As of March 31, 2023, the company was in compliance with all covenant terms of its revolving credit facility[172](index=172&type=chunk) Condensed Consolidated Cash Flow Data (Nine Months Ended March 31) | (€ thousand) | 2022 | 2023 | | :------------------------------------------ | :----- | :----- | | Net cash outflow from operating activities | 22,907 | (83,000) | | Net cash outflow from investing activities | (1,702) | (18,895) | | Net cash outflow from financing activities | (4,400) | (319) | - For the nine months ended March 31, 2023, net cash outflow from operating activities decreased by **€105.9 million to €83.0 million**, primarily due to a seasonal increase in inventory of **€95.7 million**[175](index=175&type=chunk) - For the nine months ended March 31, 2023, cash outflow from investing activities increased by **€17.2 million to €18.9 million**, primarily related to the new Leipzig warehouse in Germany[177](index=177&type=chunk) - For the nine months ended March 31, 2023, net cash outflow from financing activities decreased by **€5.8 million**, primarily due to the utilization of **€4.9 million** in bank borrowings from the revolving credit facility[178](index=178&type=chunk) [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=43&type=section&id=QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section provides quantitative and qualitative disclosures about market risks, specifically addressing interest rate risk and foreign exchange risk [Interest Rate Risk](index=43&type=section&id=Interest%20Rate%20Risk) Interest rate fluctuations are not expected to materially impact operating results due to the short-term nature of the company's cash and cash equivalents - The fair value of the company's cash and cash equivalents is not significantly affected by increases or decreases in interest rates due to the short-term nature of these instruments[180](index=180&type=chunk) [Foreign Exchange Risk](index=43&type=section&id=Foreign%20Exchange%20Risk) Mytheresa Group faces foreign exchange risk from multi-currency revenue, mitigating it with hedging strategies for five major currencies, though not fully eliminating it - The company generates revenue in **eight currencies**, with most sales denominated in Euros, but also significant sales in US Dollars and British Pounds, making revenue susceptible to foreign exchange rate fluctuations[181](index=181&type=chunk) - To mitigate foreign exchange risk, the company hedges **five major currencies**, including USD and GBP, but hedging contracts typically have a term of less than one year and do not fully eliminate foreign exchange risk[182](index=182&type=chunk) [Recent Accounting Pronouncements](index=43&type=section&id=Recent%20Accounting%20Pronouncements) For a detailed discussion of recent accounting pronouncements, refer to the company's consolidated financial statements - For a detailed discussion of recent accounting pronouncements, refer to the company's consolidated financial statements[183](index=183&type=chunk) [LEGAL PROCEEDINGS](index=43&type=section&id=LEGAL%20PROCEEDINGS) This section outlines the company's legal proceedings, asserting that no current litigation is expected to have a material adverse effect on its financial condition [Legal Proceedings Overview](index=43&type=section&id=Legal%20Proceedings%20Overview) The company is involved in routine legal proceedings and claims, but believes no current litigation will materially adversely affect its business or financial condition - The company is involved in legal proceedings and claims arising in the ordinary course of business from time to time[185](index=185&type=chunk) - The company believes there are currently no legal proceedings that, if determined adversely, would individually or in the aggregate have a material adverse effect on its business, operating results, cash flows, or financial condition[185](index=185&type=chunk)

Matthew Boss Michael Kliger Oliver Chen Your next question comes from the line of Liwei Hou with CIBC. Matthew Boss This is Dan Silverstein on for Michael. Just firstly, it was nice to see top customer growth in the number of firsttime buyers accelerated in the quarter. Given the pressure cited on the intermittent luxury shopper, what are you doing today to turn recent customer adds into top customers? And can you speak to any positive indicators within recent cohorts, which kind of show the evolution of tu ...

MYT Netherlands Parent B.V. (NYSE:MYTE) Q1 2023 Results Conference Call November 8, 2022 8:00 AM ET Company Participants Martin Beer - CFO Michael Kliger - CEO Conference Call Participants Oliver Chen - Cowen Matthew Boss - JPMorgan Michael Binetti - Credit Suisse Kunal Madhukar - UBS Flavio Cereda-Parini - Jefferies Lauren Schenk - Morgan Stanley Abhinav Sinha - Societe General Operator Ladies and gentlemen, greetings, and welcome to the Mytheresa First Quarter of Fiscal 2023 Earnings Conference Call [Oper ...

[Dutch Statutory Directors and Supervisory Board Report](index=3&type=section&id=DUTCH%20STATUTORY%20DIRECTORS%20AND%20SUPERVISORY%20BOARD%20REPORT) [Introduction](index=3&type=section&id=1.%20Introduction) This section details the annual report's preparation basis, defines key performance indicators, and includes a forward-looking statements disclaimer - The annual report has been prepared by management and approved by the management and supervisory boards, complying with the Dutch Civil Code (DCC) and International Financial Reporting Standards (IFRS) as adopted by the EU[7](index=7&type=chunk) - The report defines several key performance indicators used by management, such as "active customer," "**Adjusted EBITDA**," "**Gross Merchandise Value (GMV)**," and "**lifetime value (LTV)**," which are crucial for understanding the company's performance analysis[8](index=8&type=chunk)[9](index=9&type=chunk) - The report contains forward-looking statements that involve risks and uncertainties. Key risk factors mentioned include industry competition, consumer demand shifts, the impact of health epidemics like COVID-19, and general economic conditions[10](index=10&type=chunk)[12](index=12&type=chunk) [Company and Business Overview](index=6&type=section&id=2.%20Company%20and%20Business%20Overview) This section outlines Mytheresa's history, corporate structure, and operations as a leading luxury e-commerce platform, detailing its value proposition, strengths, and growth strategies - Mytheresa is a leading luxury e-commerce platform shipping to over 130 countries, offering curated products from more than 200 coveted brands. It originated from the Theresa boutique in Munich, founded over 30 years ago, and launched its digital platform in 2006[20](index=20&type=chunk) Fiscal 2022 Performance Highlights | Metric | FY 2022 | Growth vs FY 2021 | | :--- | :--- | :--- | | Net Sales | €689.8 million | 12.7% | | Gross Merchandise Value (GMV) | €747.3 million | 21.3% | | Active Customers | 781,000 | 16.4% | | Adjusted Net Income | €44.5 million | 38.6% | | Adjusted EBITDA | €66.4 million | 20.7% | - The company targets high-income, time-constrained luxury consumers. In fiscal 2022, approximately **3% of customers**, part of the "Top Customer program," generated about **35% of the company's GMV**[21](index=21&type=chunk) - Mytheresa's growth strategies include profitably acquiring new customers, expanding share of wallet with existing customers, and accessing new complementary categories such as **Kidswear** (launched 2019), **Menswear** (launched 2020), and **Life** (launched 2022)[59](index=59&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk)[64](index=64&type=chunk)[66](index=66&type=chunk) [Financial Overview](index=18&type=section&id=3.%20Financial%20Overview) This section provides a detailed financial review for FY2022, including key metrics, non-IFRS reconciliations, management's analysis of operations, and impacts from global events [Selected financial data](index=18&type=section&id=3.1.%20Selected%20financial%20data) Key Performance and Financial Metrics (FY2020-FY2022) | Metric | FY 2020 | FY 2021 | FY 2022 | FY22 vs FY21 Change | | :--- | :--- | :--- | :--- | :--- | | Gross Merchandise Value (GMV) (in € millions) | €449.5 | €616.1 | €747.3 | 21.3% | | Active customers (LTM, in thousands) | 486 | 671 | 781 | 16.4% | | Total orders shipped (LTM, in thousands) | 1,092 | 1,505 | 1,765 | 17.2% | | Average order value (LTM, in €) | 600 | 595 | 626 | 5.2% | | Net sales (in € millions) | €449.5 | €612.1 | €689.8 | 12.7% | | Gross profit margin | 46.7% | 46.9% | 51.5% | 460 BPs | | Adjusted EBITDA margin | 7.9% | 9.0% | 9.6% | 60 BPs | | Adjusted Net Income (in € millions) | €19.3 | €32.1 | €44.5 | 38.6% | Reconciliation of Net Income to Adjusted EBITDA (in € thousands) | Line Item | FY 2020 | FY 2021 | FY 2022 | | :--- | :--- | :--- | :--- | | **Net income (loss)** | **6,350** | **(32,604)** | **(7,898)** | | Finance income (expenses), net | 11,119 | (15,091) | 998 | | Income tax expense | 3,441 | 15,534 | 11,734 | | Depreciation and amortization | 7,885 | 8,232 | 9,088 | | **EBITDA** | **28,795** | **(23,929)** | **13,922** | | IPO preparation and transaction costs | 5,206 | 6,984 | - | | Other transaction-related, legal and other expenses | - | - | 2,493 | | IPO related share-based compensation | 65 | 71,889 | 49,919 | | **Adjusted EBITDA** | **35,400** | **54,944** | **66,334** | Reconciliation of Net Income to Adjusted Net Income (in € thousands) | Line Item | FY 2020 | FY 2021 | FY 2022 | | :--- | :--- | :--- | :--- | | **Net Income (loss)** | **6,350** | **(32,604)** | **(7,898)** | | IPO preparation and transaction costs | 5,206 | 6,984 | - | | Other transaction-related, legal and other expenses | - | - | 2,493 | | IPO related share-based compensation | 65 | 71,889 | 49,919 | | Finance expense (income) on shareholder loans | 9,645 | (16,224) | - | | Income tax effect | (3,306) | 2,073 | - | | **Adjusted Net Income** | **19,294** | **32,118** | **44,514** | [Management's discussion and analysis of financial condition and results of operations](index=23&type=section&id=3.2.%20Management's%20discussion%20and%20analysis%20of%20financial%20condition%20and%20results%20of%20operations) - Net sales grew **12.6% to €689.8 million** in FY2022, while net loss decreased from **€32.6 million to €7.9 million**. Adjusted Net Income improved to **€44.5 million** from **€32.1 million** in the prior year[93](index=93&type=chunk) - Customer acquisition and engagement are key performance drivers, measured by Customer Acquisition Cost (CAC) and Lifetime Value (LTV). The fiscal 2016 cohort demonstrated a **3.2x 6-year LTV to CAC ratio**, indicating efficient marketing spend and long-term customer profitability[98](index=98&type=chunk)[101](index=101&type=chunk)[104](index=104&type=chunk) - The company maintained strong customer loyalty, with approximately **83% of net sales** from prior year cohorts retained in fiscal 2022. Cohorts from 2019 and earlier showed net sales retention **greater than 100%**, indicating increased spending from loyal customers over time[109](index=109&type=chunk)[110](index=110&type=chunk) - The Curated Platform Model (CPM) is a key strategic initiative that integrates with brand partners' retail operations. Under CPM, Mytheresa acts as an agent, earning platform fees recorded as net sales, which improves capital efficiency but affects the comparison between GMV and net sales growth in the short term[118](index=118&type=chunk)[120](index=120&type=chunk) Consolidated Statement of Operations (in € thousands) | Line Item | FY 2021 | FY 2022 | | :--- | :--- | :--- | | Net sales | 612,096 | 689,750 | | Gross profit | 287,043 | 354,992 | | Operating income (loss) | (32,162) | 4,834 | | Net income (loss) | (32,604) | (7,898) | - Gross profit margin increased from **46.9%** in FY2021 to **51.5%** in FY2022, primarily driven by the growing share of CPM revenue, for which no cost of sales is recognized by the company[134](index=134&type=chunk) [Impacts to the consolidated financial statements due to Covid-19 pandemic, cost inflation, sanctions on Russia and war in Ukraine](index=37&type=section&id=3.3.%20Impacts%20to%20the%20consolidated%20financial%20statements%20due%20to%20Covid-19%20pandemic,%20cost%20inflation,%20sanctions%20on%20Russia%20and%20war%20in%20Ukraine) - The company has not experienced material declines in revenue or significant supply chain disruptions from the COVID-19 pandemic, although China continues to be affected by local lockdowns[175](index=175&type=chunk)[176](index=176&type=chunk) - Net sales growth was lower in fiscal 2022 compared to 2021, partially due to the war in Ukraine, sanctions on Russia, and COVID-related effects in Asia, which impacted customer sentiment for luxury products. The company has stopped all services to Russia, Belarus, and Ukraine[182](index=182&type=chunk) - The company is exposed to cost inflation on energy, logistics, and labor, but notes that demand for luxury products has been less affected by inflation than other industries[181](index=181&type=chunk) [Risk Management and Risk Factors](index=38&type=section&id=4.%20Risk%20Management%20and%20Risk%20Factors) This section details the company's risk management framework and key risk factors, including competition, consumer spending, brand relationships, and regulatory compliance [Controls and Procedures](index=39&type=section&id=4.1.%20Controls%20and%20Procedures) - Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of June 30, 2022[188](index=188&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of June 30, 2022, based on the criteria from the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework[189](index=189&type=chunk) [Risk Factors](index=40&type=section&id=4.2.%20Risk%20Factors) - The online luxury sector is highly competitive and fragmented. Competition from global multi-brand retailers, mono-brand retailers, and department stores could lead to pricing pressure and loss of customers or brand partners[194](index=194&type=chunk)[196](index=196&type=chunk) - The business is reliant on discretionary consumer spending, which can be adversely affected by economic downturns, inflation, and geopolitical events like the war in Ukraine[222](index=222&type=chunk) - A significant portion of net sales comes from a limited number of brand partners. Any deterioration in these relationships could limit the supply of merchandise and adversely affect the business[214](index=214&type=chunk)[225](index=225&type=chunk) - The company's ability to deliver merchandise depends on a single distribution facility in Heimstetten, Germany, creating a risk of disruption. A new facility is under construction in Leipzig to mitigate this[251](index=251&type=chunk) - The business is subject to complex and evolving data privacy regulations globally, including GDPR in Europe, CCPA in California, and PIPL in China. Non-compliance could result in significant fines, reputational damage, and operational changes[297](index=297&type=chunk)[299](index=299&type=chunk)[301](index=301&type=chunk)[305](index=305&type=chunk) - The company is exposed to risks from international trade laws, including tariffs (such as U.S. Section 301 duties on Chinese goods), customs duties, and regulations related to forced labor (like the U.S. UFLPA), which could increase costs and disrupt the supply chain[338](index=338&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) [Corporate Governance](index=97&type=section&id=5.%20Corporate%20Governance) This section describes the company's two-tiered corporate governance structure, board responsibilities, committee functions, and deviations from the Dutch Corporate Governance Code - The company has a two-tiered board structure consisting of a Management Board for day-to-day operations and a Supervisory Board for oversight and advice[506](index=506&type=chunk) - The Supervisory Board has two committees: the Audit Committee, which oversees financial reporting and internal controls, and the Nominating, Governance and Compensation Committee, which handles board appointments, governance policies, and executive compensation[531](index=531&type=chunk)[533](index=533&type=chunk)[535](index=535&type=chunk) - The company does not fully comply with all best practices of the Dutch Corporate Governance Code, citing the need to align with NYSE and U.S. market practices. Key deviations relate to the independence of some Supervisory Board members and the remuneration of board members with share grants[552](index=552&type=chunk)[556](index=556&type=chunk)[560](index=560&type=chunk) - The company has adopted a Code of Business Conduct & Ethics covering conflicts of interest, compliance, and corporate policies like diversity and inclusion[564](index=564&type=chunk) [Compensation Report](index=110&type=section&id=6.%20Compensation%20Report) This section outlines the Management Board's compensation policy, comprising base salary, STI cash bonuses, and LTI equity awards, detailing FY2022 compensation amounts - The compensation for Management Board members consists of three main elements: base salary, an annual short-term incentive (STI) cash bonus, and a long-term incentive (LTI) of equity-based awards[571](index=571&type=chunk) - The annual STI award is based on two performance goals: a gross profit goal and an adjusted EBITDA goal, set annually by the Supervisory Board[575](index=575&type=chunk) - In connection with the IPO, the company adopted the 2020 Omnibus Incentive Compensation Plan, which includes an "Alignment Grant" (stock options) and a "Restoration Grant" (phantom shares) for key management[569](index=569&type=chunk)[584](index=584&type=chunk) Total Compensation for FY 2022 (in € thousands) | Group | Total Compensation | Share-Based Compensation Component | | :--- | :--- | :--- | | Management Board | €43,716 | €39,680 | | Supervisory Board | €1,162 | €524 | [Related Party Disclosures](index=114&type=section&id=7.%20Related%20Party%20Disclosures) This section refers to detailed related party transactions in financial notes, confirms no material conflicts of interest, and notes board indemnification agreements - Details on related party transactions for fiscal 2022 can be found in Note 26 of the Consolidated Financial Statements[599](index=599&type=chunk) - No material transactions involving a conflict of interest with members of the management or supervisory boards occurred in fiscal 2022[599](index=599&type=chunk) - The company has entered into indemnification agreements with its management and supervisory board members, as required by its articles of association[601](index=601&type=chunk) [Protective Measures](index=115&type=section&id=8.%20Protective%20Measures) This section describes protective measures in the company's articles of association, including binding board nominations and board-approved proposals for key shareholder resolutions - The company's articles include protective measures allowed under Dutch law to safeguard company interests[603](index=603&type=chunk) - Board members can only be appointed via a binding nomination from the supervisory board, which can only be overturned by a two-thirds majority vote representing at least half of the issued share capital[605](index=605&type=chunk) - Material resolutions, such as issuing shares, amending articles, or mergers, can only be adopted by the General Meeting upon a proposal from the management board that has been approved by the supervisory board[605](index=605&type=chunk) [Financial Statements Fiscal Year 2022](index=118&type=section&id=FINANCIAL%20STATEMENTS%20FISCAL%20YEAR%202022) [Consolidated Financial Statements as of June 30, 2022](index=118&type=section&id=9.%20Consolidated%20Financial%20Statements%20as%20of%20June%2030,%202022) This section presents the audited consolidated financial statements for FY2022, including profit and loss, financial position, equity, and cash flow statements, with detailed notes on accounting policies and disclosures Consolidated Statement of Profit and Loss (in € thousands) | Line Item | FY 2021 | FY 2022 | | :--- | :--- | :--- | | Net sales | 612,096 | 689,750 | | Gross profit | 287,043 | 354,992 | | Operating income (loss) | (32,162) | 4,834 | | Net income (loss) | (32,604) | (7,898) | | Basic and diluted earnings per share (€) | (0.42) | (0.09) | Consolidated Statement of Financial Position (in € thousands) | Line Item | June 30, 2021 | June 30, 2022 | | :--- | :--- | :--- | | **Total Assets** | **521,941** | **614,776** | | Inventories | 247,054 | 230,144 | | Cash and cash equivalents | 76,760 | 113,507 | | **Total Shareholders' Equity** | **385,718** | **431,667** | | **Total Liabilities** | **136,223** | **183,109** | Consolidated Statement of Cash Flows (in € thousands) | Line Item | FY 2021 | FY 2022 | | :--- | :--- | :--- | | Net cash (outflow) inflow from operating activities | (16,486) | 54,840 | | Net cash outflow from investing activities | (2,894) | (11,923) | | Net cash (outflow) inflow from financing activities | 86,790 | (6,095) | | **Net increase (decrease) in cash** | **67,411** | **36,822** | - In fiscal 2022, share-based compensation expense recognized was **€52.3 million**, primarily related to the IPO Alignment Grant (**€49.8 million**). This is a decrease from the **€75.3 million** recognized in fiscal 2021[863](index=863&type=chunk) [Separate Financial Statements as of June 30, 2022](index=169&type=section&id=10.%20Separate%20Financial%20Statements%20as%20of%20June%2030,%202022) This section presents the separate financial statements for MYT Netherlands Parent B.V. for FY2022, including the statement of financial position and profit and loss, with notes on accounting principles and intercompany balances Separate Statement of Financial Position (in € thousands) | Line Item | June 30, 2021 | June 30, 2022 | | :--- | :--- | :--- | | **Total Assets** | **395,464** | **458,414** | | Participating interest in group companies | 385,847 | 430,188 | | **Total Shareholders' Equity** | **385,290** | **431,313** | | **Total Liabilities** | **10,174** | **27,101** | Separate Statement of Profit and Loss (in € thousands) | Line Item | FY 2021 | FY 2022 | | :--- | :--- | :--- | | Share in results from participating interests, after taxation | 43,452 | 33,426 | | Other income and expenses, after taxation | (76,056) | (41,324) | | **Net result** | **(32,604)** | **(7,898)** | - The parent company's financial fixed assets consist primarily of its participating interest in group companies, which is accounted for using the equity method. The value increased from **€385.8 million** in FY2021 to **€430.2 million** in FY2022, driven by the subsidiary's profit and capital contributions related to share-based compensation[902](index=902&type=chunk)[907](index=907&type=chunk) [Other Information](index=183&type=section&id=OTHER%20INFORMATION) [Other Information](index=183&type=section&id=11.%20Other%20information) This section outlines the rules for profit appropriation as per the Articles of Association, detailing requirements for distributions from equity exceeding legal reserves - Under the company's Articles of Association, distributions can be made from equity that exceeds legally required reserves[961](index=961&type=chunk) - Resolutions to make distributions can be made by the management board with supervisory board approval, or by the general meeting based on a proposal from the management board that has been approved by the supervisory board[962](index=962&type=chunk)[963](index=963&type=chunk) [Independent Auditor's Report](index=183&type=section&id=12.%20Independent%20auditor's%20report) This section presents KPMG's unqualified auditor's report for FY2022, confirming true and fair financial statements and highlighting revenue recognition as a key audit matter - The independent auditor, KPMG Accountants N.V., issued an unqualified opinion on both the consolidated and separate financial statements for the year ended June 30, 2022[968](index=968&type=chunk) - The materiality for the financial statements as a whole was determined to be **€4.6 million**, based on **0.66% of net sales**[972](index=972&type=chunk)[973](index=973&type=chunk) - The key audit matter identified was the "Correct cut-off of revenue recognition." This was significant due to the presumed fraud risk related to management override of controls and the judgment required in estimating returns and determining when control of goods is transferred to the customer at year-end[972](index=972&type=chunk)[993](index=993&type=chunk)[994](index=994&type=chunk) - The auditor concluded that the other information in the annual report is consistent with the financial statements and does not contain material misstatements[1001](index=1001&type=chunk)