6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO SECTION 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-39880

MYT NETHERLANDS PARENT B.V.

(Exact Name of Registrant as Specified in its Charter)

Einsteinring 9
85609 Aschheim/Munich
Germany
+49 89 127695-614
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                                Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

On May 15, 2024, MYT Netherlands Parent B.V. will hold a conference call regarding its unaudited financial results for the third fiscal quarter ended March 31, 2024. A copy of the quarterly report for the third quarter of fiscal 2024 is furnished as Exhibit 99.1 hereto.

Exhibit No.	Description
99.1	Interim Report for the Three and Nine Months Ended March 31, 2024.
99.2	Q3, FY 2024 Earnings Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MYT Netherlands Parent B.V.
By:	/s/ Martin Beer
Name:	Dr. Martin Beer
Title:	Chief Financial Officer

Date: May 15, 2024

EX-99.1

Exhibit 99.1

INTERIM REPORT

For the three and nine months ended March 31, 2024

MYT Netherlands Parent B.V. 

Einsteinring 9 

85609 Aschheim/Munich 

Germany

INDEX

FINANCIAL RESULTS AND KEY OPERATING METRICS	3
UNAUDITED INTERIM CONDENSED CONSOLIDATED Financial Statements	6
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	26
Quantitative and Qualitative Disclosures about Market Risk	45
Legal Proceedings	45

MYT Netherlands Parent B.V.

Financial Results and Key Operating Metrics 

(Amounts in € millions)

We review a number of operating and financial metrics, including the following business and non-IFRS metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.

We present Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income, and their corresponding margins as a percentage of net sales, because they are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items that are outside the control of management or not reflective of our ongoing operations and performance.

Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income have limitations, because they exclude certain types of expenses. Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures.

We use Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Income, and their corresponding margins, as additional information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for additional analysis.

	Three Months Ended			Nine months Ended
(in millions) (unaudited)	March 31, 2023	March 31, 2024	Change in % / BPs	March 31, 2023	March 31, 2024	Change in % / BPs
Gross Merchandise Value (GMV) (1)	€219.8	€252.2	14.7%	€633.6	€675.4	6.6%
Active customer (LTM in thousands) (1), (2)	838	862	2.8%	838	862	2.8%
Total orders shipped (LTM in thousands) (1), (2)	1.970	2,065	4.8%	1.970	2,065	4.8%
Net sales	€198.9	€233.9	17.6%	€564.9	€618.7	9.5%
Gross profit	€90.7	€101.6	12.0%	€282.7	€279.7	(1.1%)
Gross profit margin(3)	45.6%	43.4%	(220 BPs)	50.0%	45.2%	(480 BPs)
Operating Loss	€(6.4)	€(1.8)	(72.3%)	€(3.8)	€(19.3)	411.2%
Operating Loss margin(3)	(3.2%)	(0.8%)	240 BPs	(0.7%)	(3.1%)	(240 BPs)
Net Loss	€(5.1)	€(3.0)	(41.7%)	€(9.4)	€(20.3)	115.6%
Net Loss margin(3)	(2.6%)	(1.3%)	130 BPs	(1.7%)	(3.3%)	(160 BPs)
Adjusted EBITDA(4)	€3.2	€9.2	183.8%	€33.7	€16.3	(51.6%)
Adjusted EBITDA margin(3)	1.6%	3.9%	230 BPs	6.0%	2.6%	(340 BPs)
Adjusted Operating Income(4)	€0.1	€5.3	4675.1%	€25.2	€5.2	(79.5%)
Adjusted Operating Income margin(3)	0.1%	2.3%	220 BPs	4.5%	0.8%	(370 BPs)
Adjusted Net Income (4)	€1.4	€4.1	193.9%	€19.6	€4.2	(78.5%)
Adjusted Net Income margin(3)	0.7%	1.8%	110 BPs	3.5%	0.7%	(280 BPs)

(1) Definition of GMV, Active customer and Total orders shipped can be found on page 27.

(2) Active customers and total orders shipped are calculated based on orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.

(3) As a percentage of net sales.

(4) EBITDA, adjusted EBITDA, adjusted Operating Income, adjusted net income are measures not defined under IFRS. For further information about how we calculate these measures and limitations of its use, see page 27.

3 

MYT Netherlands Parent B.V.

Financial Results and Key Operating Metrics 

(Amounts in € millions)

The following tables set forth the reconciliations of net loss to EBITDA to adjusted EBITDA, operating loss to adjusted operating income (loss) and net loss to adjusted net income (loss), and their corresponding margins as a percentage of net sales:

	Three Months Ended			Nine months Ended
(in millions) (unaudited)	March 31, 2023	March 31, 2024	Change in %	March 31, 2023	March 31, 2024	Change in %
Net loss	€(5.1)	€(3.0)	(41.7%)	€(9.4)	€(20.3)	115.6%
Finance costs, net	€0.7	€1.3	80.9%	€1.5	€3.5	132.4%
Income tax expense (benefit)	€(2.0)	€(0.1)	(96.6%)	€4.1	€(2.5)	(161.5%)
Depreciation and amortization	€3.1	€3.9	24.1%	€8.5	€11.1	31.2%
thereof depreciation of right-of use assets	€2.3	€2.4	3.7%	€6.1	€7.1	16.2%
EBITDA	€(3.3)	€2.1	(164.1%)	€4.7	€(8.2)	(274.3%)
Other transaction-related, certain legal and other expenses (1)	€0.4	€4.1	815.9%	€3.7	€10.2	177.1%
Share-based compensation (2)	€6.1	€3.0	(50.9%)	€25.3	€14.3	(43.4%)
Adjusted EBITDA	€3.2	€9.2	183.8%	€33.7	€16.3	(51.6%)
Reconciliation to Adjusted EBITDA Margin
Net Sales	€198.9	€233.9	17.6%	€564.9	€618.7	9.5%
Adjusted EBITDA margin	1.6%	3.9%	230 BPs	6.0%	2.6%	(340 BPs)

	Three Months Ended			Nine months Ended
(in millions) (unaudited)	March 31, 2023	March 31, 2024	Change in %	March 31, 2023	March 31, 2024	Change in %
Operating Loss	€(6.4)	€(1.8)	(72.3%)	€(3.8)	€(19.3)	411.2%
Other transaction-related, certain legal and other expenses (1)	€0.4	€4.1	815.9%	€3.7	€10.2	177.1%
Share-based compensation (2)	€6.1	€3.0	(50.9%)	€25.3	€14.3	(43.4%)
Adjusted Operating Income	€0.1	€5.3	4675.1%	€25.2	€5.2	(79.5%)
Reconciliation to Adjusted Operating Income Margin
Net Sales	€198.9	€233.9	17.6%	€564.9	€618.7	9.5%
Adjusted Operating Income margin	0.1%	2.3%	220 BPs	4.5%	0.8%	(370 BPs)

4 

MYT Netherlands Parent B.V.

Financial Results and Key Operating Metrics 

(Amounts in € millions)

	Three Months Ended			Nine months Ended
(in millions) (unaudited)	March 31, 2023	March 31, 2024	Change in %	March 31, 2023	March 31, 2024	Change in %
Net loss	€(5.1)	€(3.0)	(41.7%)	€(9.4)	€(20.3)	115.6%
Other transaction-related, certain legal and other expenses (1)	€0.4	€4.1	815.9%	€3.7	€10.2	177.1%
Share-based compensation (2)	€6.1	€3.0	(50.9%)	€25.3	€14.3	(43.4%)
Adjusted Net Income	€1,4	€4.1	193.9%	€19,6	€4.2	(78.5%)
Reconciliation to Adjusted Net Income Margin
Net Sales	€198.9	€233.9	17.6%	€564.9	€618.7	9.5%
Adjusted Net Income margin	0.7%	1.8%	110 BPs	3.5%	0.7%	(280 BPs)

(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.

(2) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.

5 

MYT NETHERLANDS PARENT B.V. – UNAUDITED CONDENSED CONSOLIDATED

INTERIM FINANICAL STATEMENTS

INDEX	Page
Unaudited Condensed Consolidated Statements of Profit and Comprehensive Income	7
Unaudited Condensed Consolidated Statements of Financial Position	8
Unaudited Condensed  Consolidated Statements of Changes in Equity	9
Unaudited Condensed Consolidated Statements of Cash Flows	10
Notes to the Interim Condensed Consolidated Financial Statements	11

6 

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Profit and Comprehensive Income 

(Amounts in € thousands, except share and per share data)

		Three Months Ended						Nine months Ended
(in € thousands)	Note	March 31, 2023			March 31, 2024			March 31, 2023			March 31, 2024
Net sales	7		198,883			233,896			564,866			618,703
Cost of sales, exclusive of depreciation and amortization	8		(108,137	)		(132,290	)		(282,157	)		(338,964	)
Gross profit			90,746			101,605			282,708			279,739
Shipping and payment cost			(31,497	)		(39,296	)		(83,810	)		(100,121	)
Marketing expenses			(25,729	)		(23,090	)		(79,885	)		(70,247	)
Selling, general and administrative expenses			(36,189	)		(37,124	)		(112,922	)		(117,563	)
Depreciation and amortization			(3,132	)		(3,885	)		(8,480	)		(11,124	)
Other expense (income), net			(618	)		12			(1,390	)		(1	)
Operating loss			(6,419	)		(1,778	)		(3,779	)		(19,317	)
Finance income			98			2			345			3
Finance costs			(807	)		(1,285	)		(1,846	)		(3,491	)
Finance costs, net	9		(709	)		(1,283	)		(1,501	)		(3,488	)
Loss before income taxes			(7,128	)		(3,061	)		(5,280	)		(22,805	)
Income tax (expense) benefit	10		1,994			69			(4,122	)		2,537
Net loss			(5,134	)		(2,992	)		(9,402	)		(20,268	)
Cash Flow Hedge			(650	)		(287	)		1,051			(482	)
Income Taxes related to Cash Flow Hedge			181			80			(293	)		134
Foreign currency translation			(11	)		21			16			(12	)
Other comprehensive income (loss)			(480	)		(186	)		774			(360	)
Comprehensive loss			(5,614	)		(3,178	)		(8,628	)		(20,627	)
Basic & diluted earnings per share		€	(0.06	)	€	(0.03	)	€	(0.11	)	€	(0.23	)
Weighted average ordinary shares outstanding (basic and diluted) – in millions (1)			86.6			86.8			86.6			86.8

(1) In accordance with IAS 33, includes contingently issuable shares that are fully vested and can be converted at any time for no consideration. For further details, refer to note 13.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

7 

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Financial Position 

(Amounts in € thousands)

(in € thousands)	Note	June 30, 2023			March 31, 2024
Assets
Non-current assets
Intangible assets and goodwill			155,283			154,925
Property and equipment	11		37,227			42,982
Right-of-use assets			54,797			47,773
Deferred tax assets			59			1,259
Other non-current assets	12		6,573			6,927
Total non-current assets			253,939			253,866
Current assets
Inventories			360,262			364,657
Trade and other receivables			7,521			13,980
Other assets	12		42,113			37,842
Cash and cash equivalents			30,136			10,587
Total current assets			440,031			427,067
Total assets			693,971			680,932
Shareholders’ equity and liabilities
Subscribed capital			1			1
Capital reserve	13		529,775			544,096
Accumulated Deficit			(83,855	)		(104,123	)
Accumulated other comprehensive income			1,509			1,149
Total shareholders’ equity			447,430			441,124
Non-current liabilities
Provisions			2,646			2,750
Lease liabilities			49,518			42,796
Deferred tax liabilities			726			-
Total non-current liabilities			52,889			45,546
Current liabilities
Borrowings			-			26,066
Tax liabilities			24,073			9,349
Lease liabilities			8,155			9,155
Contract liabilities			11,414			9,016
Trade and other payables			71,085			49,915
Other liabilities			78,924			90,763
Total current liabilities			193,652			194,262
Total liabilities			246,541			239,808
Total shareholders’ equity and liabilities			693,971			680,932

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

8 

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Changes in Equity 

(Amounts in € thousands)

(in € thousands)	Subscribed capital		Capital reserve			Accumulated deficit			Hedging reserve			Foreign currency translation reserve			Total shareholders’ equity
Balance as of July 1, 2022		1		498,872			(68,734	)		-			1,528			431,667
Net loss		-		-			(9,402	)		-			-			(9,402	)
Other comprehensive income		-		-			-			758			16			774
Comprehensive loss		-		-			(9,402	)		758			16			(8,628	)
Share options exercised		-		1,077			-			-			-			1,077
Share-based compensation		-		25,307			-			-			-			25,307
Reclassification due to cash-settlement of Share-based compensation (1)		-		(57	)		-			-			-			(57	)
Balance as of March 31, 2023		1		525,199			(78,136	)		758			1,544			449,366
Balance as of July 1, 2023		1		529,775			(83,855	)		-			1,509			447,430
Net loss		-		-			(20,268	)		-			-			(20,268	)
Other comprehensive loss		-		-			-			(347	)		(12	)		(360	)
Comprehensive loss		-		-			(20,268	)		(347	)		(12	)		(20,627	)
Share-based compensation		-		14,321			-			-			-			14,321
Balance as of March 31, 2024		1		544,096			(104,123	)		(347	)		1,496			441,124

(1) For further details, refer to note 13.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

9 

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Cash Flows 

(Amounts in € thousands)

		Nine months ended March 31,
(in € thousands)	Note	2023			2024
Net loss			(9,402	)		(20,268	)
Adjustments for
Depreciation and amortization			8,480			11,124
Finance costs, net			1,501			3,488
Share-based compensation			25,250			14,184
Income tax expense (benefit)			4,122			(2,537	)
Change in operating assets and liabilities
Increase in inventories			(95,726	)		(4,396	)
Decrease (increase) in trade and other receivables			2,257			(6,455	)
Decrease in other assets			12,784			5,013
(Decrease) increase in other liabilities			(16,023	)		11,376
(Decrease) in contract liabilities			(2,806	)		(2,398	)
(Decrease) increase in trade and other payables			(8,665	)		(21,171	)
Income taxes paid			(4,772	)		(14,349	)
Net cash used in operating activities			(83,000	)		(26,389	)
Expenditure for property and equipment and intangible assets			(18,897	)		(9,411	)
Proceeds from sale of property and equipment and intangible assets			2			-
Net cash used in investing activities			(18,895	)		(9,411	)
Interest paid			(1,501	)		(4,133	)
Proceeds from borrowings			4,899			26,066
Proceeds from exercise of option awards			1,077			-
Payment of lease liabilities			(3,026	)		(5,703	)
Net cash inflow from financing activities			1,449			16,230
Net decrease in cash and cash equivalents			(100,446	)		(19,570	)
Cash and cash equivalents at the beginning of the period			113,507			30,136
Effects of exchange rate changes on cash and cash equivalents			(120	)		21
Cash and cash equivalents at end of the period			12,940			10,587

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

10 

1. Corporate information

MYT Netherlands Parent B.V. (the “Company”, together with its subsidiaries, “Mytheresa Group”) is a private company with limited liability incorporated by MYT Holding LLC under the laws of the Netherlands on May 31, 2019. The statutory seat of the Company is in Amsterdam, the Netherlands. The registered office address of the Company is Einsteinring 9, 85609 Aschheim, Germany. The Company is registered at the trade register of the German Chamber of Commerce under number 261084.

The Company is an operating holding company. Through its subsidiary Mytheresa Group GmbH (“MGG”), Mytheresa Group operates a digital platform for the global luxury consumer, in addition to its flagship retail store and men’s location in Munich. Mytheresa Group started as one of the first multi-brand luxury boutiques in Germany and launched its online business in 2006. Mytheresa Group provides customers with a highly curated selection of products, access to exclusive capsule collections, in-house produced content, and a personalized, memorable shopping experience.

As of March 31, 2024, 78.1% of the shares of the Company were held by MYT Holding LLC, USA. The ultimate controlling party of Mytheresa Group is MYT Ultimate Parent LLC, USA as of March 31, 2024.

The interim consolidated financial statements of Mytheresa Group were authorized for issue by the Management Board on May 15, 2024.

2. Basis of preparation

These interim condensed consolidated financial statements as of and for the three and nine months ended March 31, 2023 and 2024 were prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the International Accounting Standards Board (“IASB”). The interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial and notes thereto included in the Company’s Annual Report on Form 20-F for the year ended June 30, 2023, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, taking into account the recommendations of the International Financial Reporting Standards Interpretations Committee (“IFRIC”).

Mytheresa Group’s fiscal year ends June 30. All intercompany transactions are eliminated during the preparation of the interim condensed consolidated financial statements.

The interim condensed consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated. The interim condensed consolidated financial statements are presented in Euro (“€”), which is Mytheresa Group’s functional currency. All amounts are rounded to the nearest thousands, except when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.

The interim condensed consolidated financial statements are prepared under the assumption that the business will continue as a going concern. Management believes that Mytheresa Group has adequate resources to continue operations for the foreseeable future, as discussed in the section titled, “Liquidity and Capital Resources”.

11 

3. Impacts to the consolidated financial statements due to economic recession, inflation and war in Ukraine as well as in the Middle East.

As of the reporting date, the Group has maintained operational stability, experiencing no major disruptions in its supply chain, logistics, or partnerships. The global economic uncertainties, exacerbated by the war in Ukraine and Middle East and other geopolitical factors, may impact the Group's business activities and future sales.

The inflationary pressures are affecting customer prices, and Mytheresa Group considers expected increases in recommended retail prices from suppliers in its pricing strategy. Despite the luxury product market showing resilience to inflation-induced demand shifts, the Group is not immune to increased cost inflation in various aspects of its business model. Furthermore, macro-economic factors such as rising interest rates may contribute to a potential recession in certain markets, leading to a temporary negative impact on overall customer demand and sentiment.

These economic uncertainties, coupled with the effects of geopolitical events, may pose challenges to Mytheresa Group's brand partners, customers, and other business activities. The negative effect of these economic uncertainties were visible in the three and nine months ended March 31, 2024 and are expected to continue or might even increase. Nevertheless, the current stance is that the management does not anticipate any long-term adverse effects from the ongoing uncertainties in the global economy, although vigilance and adaptability remain crucial in navigating these complex conditions.

4. Significant accounting policies

The accounting policies applied by Mytheresa Group in these interim condensed consolidated financial statements are the same as those applied by Mytheresa Group in its consolidated financial statements for fiscal year 2023.

5. Critical accounting judgments and key estimates and assumptions

The preparation of Mytheresa Group’s interim condensed consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of net sales, expenses, assets and liabilities, and the accompanying note disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and underlying assumptions are subject to continuous review.

In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying Mytheresa Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for fiscal year 2023.

12 

6. Segment information

In line with the management approach, the operating segments were identified on the basis of Mytheresa Group’s internal reporting and how our chief operating decision maker (CODM), assesses the performance of the business. Mytheresa Group collectively identifies its Chief Executive Officer and Chief Financial Officer as the CODM. On this basis, Mytheresa Group identifies its online operations and retail store as separate operating segments. Segment EBITDA is used to measure performance, because management believes that this information is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business.

Segment EBITDA is defined as operating income excluding depreciation and amortization.

Assets are not allocated to the different business segments for internal reporting purposes.

The following is a reconciliation of the Company’s segment EBITDA to consolidated net income.

	Three months ended March 31, 2023 (restated)*
(in € thousands)	Online		Retail Stores		Segments total		Reconciliation(1)			IFRS consolidated
Net Sales		195,939		2,944		198,883		-			198,883
Segment EBITDA		5,957		903		6,860		(10,147	)		(3,288	)
Depreciation and amortization											(3,132	)
Finance costs, net											(709	)
Income tax benefit											1,994
Net loss											(5,134	)

	Nine months ended March 31, 2023 (restated)*
(in € thousands)	Online		Retail Stores		Segments total		Reconciliation(1)			IFRS consolidated
Net Sales		553,592		11,274		564,866		-			564,866
Segment EBITDA		41,954		4,137		46,091		(41,390	)		4,701
Depreciation and amortization											(8,480	)
Finance costs, net											(1,501	)
Income tax expense											(4,122	)
Net loss											(9,402	)

(1) During the three and nine months ended March 31, 2023, there were €3,617 thousand and €12,415 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Additionally, there were €449 thousand and €3,667 thousand related to Other transaction-related, certain legal and other expenses and Share-based compensation expenses totaling €6,082 thousand and €25,307 thousand.

* Prior to fiscal year 2024, certain Other transaction-related expenses were allocated to the Online and Retail Stores segments. Starting in fiscal year 2024, these expenses are now included within the reconciliation column, as they are not assigned to either the online operations or retail stores. Management has restated prior year amounts. The effect on the Online Segment EBITDA was an increase of €457 thousand and €3,367 thousand for the three and nine months ended March 31, 2023, respectively. The effect on the Retail Stores Segment EBITDA was a decrease of €25 thousand for the nine months ended March 31, 2023. All Other transaction-related expenses are now included within the Reconciliation column.

13 

	Three months ended March 31, 2024
(in € thousands)	Online		Retail Stores		Segments total		Reconciliation(1)			IFRS consolidated
Net Sales		230,780		3,115		233,896		-			233,896
Segment EBITDA		11,893		937		12,830		(10,723	)		2,107
Depreciation and amortization											(3,885	)
Finance costs, net											(1,283	)
Income tax benefit											69
Net loss											(2,992	)

	Nine months ended March 31, 2024
(in € thousands)	Online		Retail Stores		Segments total		Reconciliation(1)			IFRS consolidated
Net Sales		607,917		10,786		618,703		-			618,703
Segment EBITDA		23,897		3,536		27,433		(35,626	)		(8,193	)
Depreciation and amortization											(11,124	)
Finance costs, net											(3,488	)
Income benefit											2,537
Net loss											(20,268	)

(1) During the three and nine months ended March 31, 2024, there were €3,628 thousand and €11,143 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Additionally, there were €4,110 thousand and €10,161 thousand in expenses related to Other transaction-related, certain legal and other expenses. Share-based compensation expenses amounts to €2,985 thousand and €14,321 thousand.

14 

7. Net Sales and geographic information

Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the two retail stores is earned in Germany. Geographic location of online revenue is determined based on the location of delivery to the end customer. Mytheresa Group generates revenue from the sale of merchandise shipped to customers as well as from commissions for the rendering of services in connection with the Curated Platform Model (CPM).

The following table provides Mytheresa Group's net sales by geographic location:

	For the three months ended March 31,
(in € thousands)	2023				2024
Germany		32,279	16.2	%		32,254	13.8	%
United States		36,376	18.3	%		52,603	22.5	%
Europe (excluding Germany) (*)		78,241	39.3	%		88,506	37.8	%
Rest of the world		51,988	26.1	%		60,532	25.9	%
		198,883	100.0	%		233,896	100.0	%

	For the nine months ended March 31,
(in € thousands)	2023				2024
Germany		94,928	16.8	%		94,326	15.2	%
United States		97,846	17.3	%		127,996	20.7	%
Europe (excluding Germany) (*)		220,147	39.0	%		240,692	38.9	%
Rest of the world		151,945	26.9	%		155,690	25.2	%
		564,866	100.0	%		618,703	100.0	%

(1) No individual country other than Germany and the United States accounted for more than 10% of net sales. 

(*) Including United Kingdom.

All amounts classified within net sales are derived from the sale of luxury goods and rendering of services. Net sales related to rendering of services is below 10% of total net sales. No single customer accounted for more than 10% of Mytheresa Group’s net sales in any of the periods presented. Substantially, all long-lived assets are located in Germany.

Net sales recognized from contract liabilities were €1,148 thousand for the nine months ended March 31, 2024 and €3,204 thousand for the nine months ended March 31, 2023.

Application of hedge accounting for the nine months ended March 31, 2024 resulted in a €770 thousand decrease to net sales and for the nine months ended March 31, 2023 an increase of €792 thousand.

8. Cost of sales, exclusive of depreciation and amortization

The following table provides Mytheresa Group's inventory write-downs classified as Cost of sales, exclusive of depreciation and amortization:

	Three Months Ended March 31,						Nine months Ended March 31,
(in € thousands)	2023			2024			2023			2024
Inventory write-downs		(2,780	)		(819	)		(3,269	)		(5,361	)

Inventory is written down when its net realizable value is below its carrying amount. Mytheresa Group estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in selling prices due to seasonality, less estimated costs necessary to complete the sale. The increase in inventory write-downs in fiscal year 2024 mirrors the slowing development of sales to inventory ratio, especially in Q1 of fiscal year 2024.

15 

9. Finance costs, net

The following table provides Mytheresa Group's Finance income (costs), net:

	Three Months Ended March 31,						Nine months Ended March 31,
(in € thousands)	2023			2024			2023			2024
Interest expenses on revolving credit facilities		(47	)		(566	)		(207	)		(1,268	)
Interest expenses on leases		(760	)		(719	)		(1,639	)		(2,224	)
Total finance costs		(807	)		(1,285	)		(1,846	)		(3,491	)
Other interest income		98			2			345			3
Total finance income		98			2			345			3
Finance costs, net		(709	)		(1,283	)		(1,501	)		(3,488	)

As of March 31, 2024, Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving Credit Facilities. The new Revolving Credit Facility has a maturity until September 2026. For the three and nine months ended March 31, 2024 transaction costs of €666 thousand related to the new Revolving Credit Facility have been allocated to both long and short-term prepaid expenses and will be amortized based on the maturity until September 2026.

10. Income taxes

In accordance with IAS 34 (Interim Financial Reporting) income tax expense for the condensed consolidated interim financial statements is calculated on the basis of the average annual tax rate that is expected for the entire fiscal year, adjusted for the tax effect of certain items recognized in the full interim period. As such, the effective tax rate in the interim financial statements may differ from management’s best estimate of the effective rate.

	Three Months Ended March 31,						Nine months Ended March 31,
(in %)	2023			2024			2023			2024
Effective tax rate (expense) benefit		28.0	%		2.2	%		(78.1	%)		11.1	%

The change in effective tax rate and amount for the three and nine months ended March 31, 2023 and 2024 results mostly from share-based payments programs for which the expenses are non-deductible for tax purposes. In accordance with German tax law, it is anticipated that there will be a positive annual income before income taxes. The resulting positive tax rate will be applied to the loss before income taxes for the three and nine months ended March 31, 2024, leading to a calculated tax income.

16

11. Property and equipment

Property and equipment increased from €37,227 thousand as of June 30, 2023 by €5,755 thousand to €42,982 thousand as of March 31, 2024 mainly due to our new warehouse in Leipzig, Germany. Operation in the warehouse in Leipzig started in September 2023. €35 million assets have been placed in service. Mytheresa Group expects to incur additional capital expenditure to purchase equipment of around €3 million. These commitments are expected to be settled in fiscal year 2024.

12. Other assets and non-current assets

Details of other assets consist of the following:

(in € thousands)	June 30, 2023		March 31, 2024
Right of return assets		11,301		8,921
Current VAT receivables		1,446		-
Prepaid expenses		3,788		3,988
Receivables against payment service providers		662		1,067
Advanced payments		2,347		1,851
DDP duty drawbacks (1))		16,520		14,664
Other current assets (2)		6,049		7,351
		42,113		37,842

(1) The position is related to DDP duty drawbacks for international customs.

(2) Other current assets consist mostly of creditors with debit balances.

Details of non-current assets consist of the following:

(in € thousands)	June 30, 2023		March 31, 2024
Other non-current receivables		30		35
Non-current deposits		552		504
Non-current prepaid expenses (1)		5,990		6,388
		6,573		6,927

(1) This amount relates mostly to prepayments made to Climate Partner, an organization that invests in certain Gold Standard Projects, to offset our carbon emissions and reduce our overall carbon footprint.

17

13. Share-based compensation

a) Description of share-based compensation arrangements

In connection with the Initial Public Offering (“IPO”) of MYT Netherlands Parent B.V. in January 2021, we adopted the 2020 Plan (MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisory board members on January 20, 2021. Selected key management members were granted an IPO related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about a Long-Term Incentive Plan (LTI). As of July 1, 2021, 2022 and 2023 the LTI was granted to certain key management members consisting of restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July 1, 2023 certain stock options were granted to selected key management members. Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees. Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share.

i) IPO Related One-Time Award Package

Alignment Grant

Under this share-based payment program, options were granted to selected key management members. The options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021). After vesting, each option grants the right to purchase one American Depositary Share (each, an “ADS”) at a predefined exercise price per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varying exercise prices. Overall, 6,478,761 options were granted to 21 key management members. The amount recognized as share-based compensation expense under this program is based on a weighted average historical share price of 31 USD. Please also refer to the section titled, “b) Measurement of fair values”.

Restoration Grant

Under this share-based payment program, phantom shares were granted to selected key management members. Each phantom share represents the right of the grantee to receive one ADS in exchange for a phantom share. The granted phantom share vested immediately on the grant date and can be converted into an ADS at any time but are subject to transfer restrictions after conversion. Up to 25% of the granted phantom shares can be transferred after conversion at any time after the second anniversary of the grant date. The remaining 75% of the granted phantom shares can be transferred after conversion if certain conditions are met or at the fourth anniversary of the grant date at latest. The phantom shares can be converted into ADSs up to 10 years after the grant date. Overall, 1,875,677 phantom shares were granted to 21 key management members. The amount recognized as share-based compensation expense under this program is based on a weighted average historical share price of 31 USD. Please also refer to b) Measurement of fair values.

The following table summarizes the main features of the one-time award package:

Type of arrangement	Alignment Award	Restoration Award
Type of Award	Share Options	Phantom Shares
Date of first grant	January 20, 2021	January 20, 2021
Number granted	6,478,761	1,875,677
Vesting conditions	25% graded vesting of the granted share options in each of the next four years of service from grant date	The restoration awards are fully vested on the Grant Date.

18

ii) Annual Plan

Supervisory Board Members Plan

As of July 1, 2022, one Supervisory Board Member has been granted a certain number of restricted share awards. The ADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vested on June 30, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date.

As of May 8, 2023, 67,264 RSUs were granted to four Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on May 8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closing share price of the grant date.

As of September 5, 2023, 11,478 RSUs were granted to one Supervisory Board Member. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on September 5, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.63, the closing share price of the grant date.

As of November 8, 2023, 149,147 RSUs were granted to five Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on November 8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.52, the closing share price of the day before the grant date.

The following table summarizes the main features of the annual plan:

Type of arrangement	Supervisory Board Members plan
Type of Award	Restricted Shares / Restricted Share Units
Date of first grant	January 20, 2021	July 1, 2021	February 9, 2022	July 1, 2022	May 8, 2023	September 5, 2023	November 8, 2023
Number granted	15,384	7,393	22,880	11,467	67,264	11,478	149,147
Vesting conditions	The restricted shares vested in full on December 31, 2021.	The restricted shares vested in full on June 30, 2022.	The restricted shares vested in full on February 8, 2023.	The restricted shares vested in full on June 30, 2023	The restricted shares Units are scheduled to vest in full on May 8, 2024	The restricted shares Units are scheduled to vest in full on September 5, 2024	The restricted shares Units are scheduled to vest in full on November 8, 2024

19

Long-Term Incentive Plan

As of July 1, 2022, 674,106 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date.

Out of the granted RSUs, 255,754 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 418,352 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.

The non-market performance RSUs will vest after 3 years on June 30, 2025 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 9.68 for 674,106 RSUs.

As of July 1, 2023, 3,113,125 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. As the LTI awarded on July 1, 2023 was subject to approval by the shareholders, the grant date was the date of the Annual General Meeting (AGM) when approval was obtained on November 8, 2023. Out of the granted RSUs, 1,696,022 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 1,417,103 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2024, June 30, 2025 and June 30, 2026, subject to continued service on such vesting dates.

The non-market performance RSUs will vest after 3 years on June 30, 2026 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. Potential award levels range from 25-200% of the grant depending on the achievement of a GMV growth and an adjusted EBITDA margin target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.41 for 3,113,125 RSUs, which was approved in the AGM on November 8, 2023.

2,923,280 stock options were granted to selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries of the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vested options can be exercised up to 10 years after the service commencement date. The granted options are divided into three different tranches which have varying grant date fair value. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the date of the AGM when approval was obtained on November 8, 2023.

Additionally, On December 15, 2023 further 682,021 stock options were granted, with service commencement date July 1, 2023 on similar terms to same selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries of the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vested options can be exercised up to 10 years after the service commencement date. The granted options are divided into three different tranches which have varying grant date fair value. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the time of communication on December 15, 2023 after approval of the AGM.

20

The following table summarizes the main features of the annual plan:

Type of arrangement	Key Management Members Long-Term Incentive Plan
Type of Award	Time-vesting RSUs	Non-market performance RSUs	Time-vesting RSUs	Non-market performance RSUs	Time-vesting RSUs	Non-market performance RSUs	Stock Options	Stock Options
Service commencement date	July 1, 2021	July 1, 2021	July 1, 2022	July 1, 2022	July 1, 2023	July 1, 2023	July 1, 2023	July 1, 2023
Grant date	July 1, 2021	July 1, 2021	July 1, 2022	July 1, 2022	November 8, 2023	November  8, 2023	November  8, 2023	December 15, 2023
Number granted	62,217	108,947	255,754	418,352	1,696,022	1,417,103	2,923,280	682,021
Vesting conditions	Graded vesting of 1/3 of the time vesting RSUs over the next three years.	3 year’s services from grant date and achievement of a certain level of cumulative gross profit.	Graded vesting of 1/3 of the time vesting RSUs over the next three years.	3 year’s services from grant date and achievement of a certain level of cumulative gross profit.	Graded vesting of 1/3 of the time vesting RSUs over the next three years.	3 year’s services from service commencement date and achievement of a certain level of cumulative GMV growth and adjusted EBITDA margin.	Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date	Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date

Employee Share Purchase Program (ESPP)

On May 29, 2023, the Company commenced its first open enrollment period for its Employee Share Purchase Program (“ESPP”), which was approved by the shareholders on October 27, 2022, at the Company’s annual general meeting. The objective of the ESPP is to allow employees of the Company (or any of its subsidiaries) to participate in the growth of the Company and to promote long-term corporate engagement by offering eligible employees the opportunity to acquire American Depositary Shares representing shares in the capital of the Company, at a discount, subject to the terms of the ESPP. The discount is fixed to one-fourth of the investment by the participant. The discount is implemented by increasing the number of shares with one-third (e.g. a participant receives four ADSs for the price of three ADSs). The expense that was recorded in equity, displaying the contribution of Mytheresa to the employees, amounted to €28 thousand. 29,641 shares were issued in the program. The grant date fair value amounts to USD 4.00.

21

b) Measurement of fair values

Alignment Grant

The fair value of the employee share options has been measured using the Black-Scholes formula. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows.

Black Scholes Model - Weighted Average Values	Tranche I			Tranche II			Tranche III
Weighted average fair value	$	25.42		$	22.93		$	20.68
Exercise price	$	5.79		$	8.68		$	11.58
Weighted average share price	$	31.00		$	31.00		$	31.00
Expected volatility		60	%		60	%		60	%
Expected life		2.32 years			2.32 years			2.32 years
Risk free rate		0.0	%		0.0	%		0.0	%
Expected dividends		-			-			-

Expected volatility has been based on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensurate with the expected term.

Stock Options from Long-Term Incentive Plan

The fair value of the employee share options has been measured using the Black-Scholes formula. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plans were as follows.

Black Scholes Model - Weighted Average Values	Grant date November 8, 2023			Grant date December 15, 2023
Weighted average fair value	$	0.76		$	0.65
Exercise price	$	4.00		$	4.00
Weighted average share price	$	3.41		$	3.55
Expected volatility		47.54	%		45.32	%
Expected life		1.65 years			1.55 years
Risk free rate		2.98	%		2.37	%
Expected dividends		-			-

Expected volatility has been based on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensurate with the expected term.

Restoration Grant

As the phantom shares granted under the Restoration Award are not subject to an exercise price, the grant date fair value amounts to USD 31, the closing share price on the first trading day.

22

c) Share-based compensation expense recognized

Amounts recognized for share based payment programs were as follows:

	Nine months Ended March 31,
(in € thousands)	2023		2024
Classified within capital reserve (beginning of year)		128,628		158,453
Expense related to:		25,250		14,321
Share Options (Alignment Grant)		21,975		10,506
Share Options (LTI)		-		680
Restricted Shares		276		-
Restricted Share Units		2,999		3,135
Classified within capital reserve (end of year)		153,878		172,775

d) Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the share option programs described under the Alignment award were as follows.

	Alignment award
	Options		Wtd. Average Exercise Price (USD)
June 30, 2022		6,407,675		8.36
forfeited		-		N/A
exercised		210,260		5.79
March 31, 2023		6,197,415		8.55
June 30, 2023		6,197,415		8.55
forfeited		64,787		8.30
exercised		-		N/A
March 31, 2024		6,132,628		8.63

The range of exercise prices for the share options outstanding as of March 31, 2024 is between 5.79 USD and 11.58 USD. The average remaining contractual life is 6.75 years.

The number and weighted-average exercise prices of share options under the share option programs described in Long-Term Incentive Plan for share options were as follows.

	Share Options under the Long-Term Incentive Plan
	Options		Wtd. Average Exercise Price (USD)
June 30, 2023		-		-
forfeited		219,433		4.00
Granted		3,605,301		4.00
March 31, 2024		3,385,868		4.00

23

14. Financial instruments and financial risk management

Additional disclosures on financial instruments

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The table excludes fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount reasonably approximates fair value.

Financial instruments as of June 30, 2023 were as follows:

	Year ended June 30, 2023
(in € thousands)	Carrying amount		Categories outside of IFRS 9		Category in accordance with IFRS 9	Fair value		Fair value hierarchy level
Financial assets
Trade and other receivables		7,521		-	Amortized cost		-		-
Cash and cash equivalents		30,136		-	Amortized cost		-		-
Other assets		42,113		19,474
thereof deposits		15		-	Amortized cost		-		-
thereof other financial assets		22,623		-	Amortized cost		-
Financial liabilities
Non-current financial liabilities
Lease liabilities		49,518		49,518	N/A		-		-
Current financial liabilities
Lease liabilities		8,155		8,155	N/A		-		-
Trade and other payables		71,085		-	Amortized cost		-		-
Other liabilities		78,924		59,345
thereof other financial liabilities		19,580		-	Amortized cost		-

Financial instruments as of March 31, 2024 were as follows:

	March 31, 2024
(in € thousands)	Carrying amount		Categories outside of IFRS 9		Category in accordance with IFRS 9	Fair value		Fair value hierarchy level
Financial assets
Trade and other receivables		13,980		-	Amortized cost		-		-
Cash and cash equivalents		10,587		-	Amortized cost		-		-
Other assets		37,842		14,985
thereof deposits		14		-	Amortized cost		-		-
thereof Derivatives (Hedge Accounting)		84		Level 2	N/A		84		Level 2
thereof other financial assets		22,759		-	Amortized cost		-		-
Financial liabilities
Non-current financial liabilities
Lease liabilities		42,796		42,796	N/A		-		-
Current financial liabilities
Borrowings		26,066			Amortized cost		-		-
Lease liabilities		9,155		9,155	N/A		-		-
Trade and other payables		49,915		-	Amortized cost		-		-
Other liabilities		90,763		73,374
thereof Derivatives (Hedge Accounting)		566		-	N/A		566		Level 2
thereof other financial liabilities		16,823		-	Amortized cost		-		-

Foreign exchange forwards are valued according to their present value of future cash flows based on forward exchange rates at the balance sheet date. The fair values of these instruments are also considered as level 2 fair values.

There were no transfers between the different levels of the fair value hierarchy as of June 30, 2023 and March 31, 2024. Mytheresa Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

24

There are no financial positions that meet the criteria for offsetting, therefore no financial instruments are netted.

As of March 31, 2024, Mytheresa Group has recorded €360 thousand net in cash flow hedge reserve. Would hedge accounting not have been applied, the amount would have been recorded in profit or loss immediately. The remaining portion of other comprehensive income is related to translation differences of balance sheet items denominated in foreign currencies in prior periods. For more details please refer to Mytheresa Group’s annual consolidated financial statements for fiscal 2023.

25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and related notes that are included elsewhere in this report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under ‘‘Risk Factors’’ in the annual report on Form 20-F filed on September 14, 2023 and in other parts of this report. Our fiscal year ends on June 30. Throughout this report, all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted.

Special Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements that involve risks, uncertainties, and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report that are not purely historical, including without limitation statements in the following discussion and analysis of financial condition and results of operations regarding our projected financial position and results, business strategy, plans, and objectives of our management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included in the annual report on Form 20-F filed on September 14, 2023. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Overview

Mytheresa is a leading luxury e-commerce platform for the global luxury consumer shipping to over 130 countries. We offer one of the finest edits in luxury, curated from more than 200 of the world’s most coveted brands of womenswear, menswear, kidswear and lifestyle products. Our story began over three decades ago with the opening of Theresa, in Munich, one of the first multi-brand luxury boutiques in Germany, followed by the launch of the digital platform Mytheresa in 2006. Today, we provide a unique digital experience that combines exclusive product and content offerings with a differentiated global customer service, leading technology and analytical platforms, as well as high quality service operations. Our more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Burberry, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global authority in luxury goods.

26

As of the reporting date, the Group has maintained operational stability, experiencing no major disruptions in its supply chain, logistics, or partnerships. The global economic uncertainties, exacerbated by the war in Ukraine and Middle East and other geopolitical factors, may impact the Group's business activities and future sales.

The inflationary pressures are affecting customer prices, and Mytheresa Group considers expected increases in recommended retail prices from suppliers in its pricing strategy. Despite the luxury product market showing resilience to inflation-induced demand shifts, the Group is not immune to increased cost inflation in various aspects of its business model. Furthermore, macro-economic factors such as rising interest rates may contribute to a potential recession in certain markets, leading to a temporary negative impact on overall customer demand and sentiment.

These economic uncertainties, coupled with the effects of geopolitical events, may pose challenges to Mytheresa Group's brand partners, customers, and other business activities. The negative effect of these economic uncertainties were visible in the three and nine months ended March 31, 2024 and are expected to continue or might even increase. Nevertheless, the current stance is that the management does not anticipate any long-term adverse effects from the ongoing uncertainties in the global economy, although vigilance and adaptability remain crucial in navigating these complex conditions.

Key Operating and Financial Metrics

We use the following operating and financial metrics to assess the progress of our business, make decisions on where to allocate time and investments and assess the near-term and longer-term performance of our business:

	Three Months Ended		Nine months Ended
(in thousands)	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Gross Merchandise Value (GMV) (1)	€ 219,831	€ 252,193	€ 633,567	€ 675,357
Active customer (LTM in thousands)(2)	838	862	838	862
Total orders shipped (LTM in thousands)(2)	1,970	2,065	1,970	2,065
Average order value (LTM)(2)	641	692	641	692
Net sales	€ 198,883	€ 233,896	€ 564,866	€ 618,703
Gross profit	€ 90,746	€ 101,605	€ 282,708	€ 279,739
Gross profit margin	45.6%	43.4%	50.0%	45.2%
Operating Loss	€ (6,419)	€ (1,778)	€ (3,779)	€ (19,317)
Operating Loss margin	(3.2%)	(0.8%)	(0.7%)	(3.1%)
Net Loss	€ (5,134)	€ (2,992)	€ (9,402)	€ (20,268)
Net Loss margin	(2.6%)	(1.3%)	(1.7%)	(3.3%)
Adjusted EBITDA(3)	€ 3,243	€ 9,202	€ 33,676	€ 16,290
Adjusted EBITDA margin(3)	1.6%	3.9%	6.0%	2.6%
Adjusted Operating Income(3)	€ 111	€ 5,317	€ 25,196	€ 5,166
Adjusted Operating Income margin(3)	0.1%	2.3%	4.5%	0.8%
Adjusted Net Income(3)	€ 1,396	€ 4,103	€ 19,573	€ 4,215
Adjusted Net Income margin(3)	0.7%	1.8%	3.5%	0.7%

(1) Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us.

(2) Active customers, total orders shipped and average order value are calculated based on the GMV of orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.

(3) Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Net Income, and their corresponding margins as a percentage of net sales, are measures that are not defined under IFRS. We use these financial measures to evaluate the performance of our business. We present Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Net Income, and their corresponding margins, because they are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items, that are outside the control of management or not reflective of our ongoing core operations and performance. Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Net Income have limitations, because they exclude certain types of expenses. Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures. We use Adjusted EBITDA, Adjusted Operating Income (Loss) and Adjusted Net Income, and their corresponding margins, as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis.

27

The following tables set forth the reconciliations of net loss to EBITDA and adjusted EBITDA, operating loss to adjusted operating income and net loss to adjusted net income and their corresponding margins as a percentage of net sales:

	Three Months Ended		Nine months Ended
(in € thousands)	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Net Loss	(5,134)	(2,992)	(9,402)	(20,268)
Finance costs, net	709	1,283	1,501	3,488
Income tax expense (benefit)	(1,994)	(69)	4,122	(2,537)
Depreciation and amortization	3,132	3,885	8,480	11,124
thereof depreciation of right-of use assets	2,288	2,373	6,121	7,110
EBITDA	(3,288)	2,107	4,701	(8,193)
Other transaction-related, certain legal and other expenses(1)	449	4,110	3,667	10,161
Share-based compensation(2)	6,082	2,985	25,307	14,321
Adjusted EBITDA	3,243	9,202	33,676	16,290
Reconciliation to Adjusted EBITDA Margin
Net Sales	198,883	233,896	564,866	618,703
Adjusted EBITDA margin	1.6%	3.9%	6.0%	2.6%

	Three Months Ended		Nine months Ended
(in € thousands)	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Operating Loss	(6,419)	(1,778)	(3,779)	(19,317)
Other transaction-related, certain legal and other expenses(1)	449	4,110	3,667	10,161
Share-based compensation(2)	6,082	2,985	25,307	14,321
Adjusted Operating Income	110	5,317	25,196	5,166
Reconciliation to Adjusted Operating Income Margin
Net Sales	198,883	233,896	564,866	618,703
Adjusted Operating Income (Loss) margin	0.1%	2.3%	4.5%	0.8%

28

	Three Months Ended		Nine months Ended
(in € thousands)	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Net Loss	(5,134)	(2,992)	(9,402)	(20,268)
Other transaction-related, certain legal and other expenses (1)	449	4,110	3,667	10,161
Share-based compensation (2)	6,082	2,985	25,307	14,321
Adjusted Net Income	1,396	4,103	19,573	4,215
Reconciliation to Adjusted Net Income Margin
Net Sales	198,883	233,896	564,866	618,703
Adjusted Net Income margin	0.7%	1.8%	3.5%	0.7%

________________________________________

(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.

(2) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.

29

Gross Merchandise Value (GMV)

GMV is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV.

Active Customers

We define an active customer as a unique customer account from which an online purchase was made across our sites at least once in the preceding twelve-month period. In any particular period, we determine our number of active customers by counting the total number of unique customers who have made at least one purchase across our sites in the preceding twelve-month period, measured from the last date of such period. We view the number of active customers as a key indicator of our growth, the reach of our website, consumer awareness of our value proposition and the desirability of our product assortment. We believe our number of active customers drives both net sales and our appeal to brand partners.

Total Orders Shipped

We define total orders shipped as an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customers during the twelve months ended on the last day of the period presented. We view total orders as a key indicator of the velocity of our business and an indication of the desirability of our products. Total orders shipped and total orders recognized as net sales in any given period may differ slightly due to orders that are in transit at the end of any particular period.

Average Order Value

We define average order value as an operating metric used by management, which is calculated as our total GMV from online orders shipped from our sites during the twelve months ended on the last day of the period presented divided by the total online orders shipped during the same twelve-month period. We believe our consistent high average order value reflects our commitment to price integrity and the luxury nature of our products. Average order value may fluctuate due to a number of factors, including merchandise mix and new product categories.

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales.

Adjusted Operating Income (Loss) and Adjusted Operating Income margin

Adjusted Operating Income (Loss) is a non-IFRS financial measure that we calculate as operating income (Loss), adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Operating Income margin is a non-IFRS financial measure which is calculated in relation to net sales.

Adjusted Net Income and Adjusted Net Income margin

Adjusted Net Income is a non-IFRS financial measure that we calculate as net Loss, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expenses. Adjusted Net Income margin is a non-IFRS financial measure which is calculated in relation to net sales.

30

Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income and their corresponding margins as a percentage of net sales are key measures used by management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income facilitates operating performance comparisons on a period-to-period basis and excludes items that we do not consider to be indicative of our core operating performance.

Adjusted shipping and payment costs and Adjusted shipping and payment cost ratio

Adjusted shipping and payment costs is a non-IFRS financial measure that we calculate as shipping and payment costs adjusted to exclude Other transaction-related, certain legal and other expenses. Adjusted shipping and payment cost ratio is a non-IFRS measure which is calculated in relation to GMV.

Adjusted selling, general and administrative and Adjusted selling, general and administrative cost ratio

Adjusted selling, general and administrative is a non-IFRS financial measure that we calculate as selling, general and administrative adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted selling, general and administrative cost ratio is a non-IFRS measure which is calculated in relation to GMV.

Factors Affecting our Performance

To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below. While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of our annual report on the Form 20-F titled ‘‘Risk Factors’’.

Overall Economic Trends

The overall economic environment and related changes in consumer behavior have a significant impact on our business. Though it is generally more muted in our high net worth customer cohort versus a broader demographic, positive conditions in the broader economy promote customer spending on our website, while economic weakness, which generally results in a reduction of customer spending, may have a negative effect on customer spend. Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations, availability of credit, inflation, recession, interest rates and fuel, regional military conflicts and energy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.

Growth in Brand Awareness

We will continue to invest in brand marketing activities to expand brand awareness. As we build our customer base, we will launch additional brand marketing campaigns, host events and develop in-house product content to attract new customers to our platform. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.

Luxury Brand Partners

Our business model relies on providing our customers access to a curated assortment of top luxury brands. We believe our longstanding relationships with top luxury fashion brands represent a competitive advantage. We employ a rigorous framework and deep buying expertise, informed by customer data, to meticulously buy and curate an exclusive assortment on our website. As we grow, we strive to maintain our exclusive relationships while forming new relationships with up and coming brands to the extent there is customer demand for such brands. However, if we are unsuccessful in maintaining these relationships or developing new relationships, our business and results of operations may be adversely affected.

31 

Growth of Online Luxury

According to the 2023 Bain Study, the online penetration of luxury personal goods is expected to increase from 21% to 33% from 2021 to 2025. The growth in online will be driven by online platforms taking share from traditional retailers, driven by consumer preference for online shopping and the ease afforded by multibrand sites. In response to the shift online, the luxury market is innovating and evolving with new niche collections and customization options. Mytheresa has a long history of being at the forefront of this dialogue experimenting with brand partners through relevant brand collaborations and exclusive product offerings. However, if we fail to capture the future online spending shift with relevant product or if our competitors engage in promotional activity over multiple seasons, our customer growth may decelerate and our results of operations may be adversely affected. The global luxury market, inclusive of luxury apparel, accessories, beauty and hard goods, is expected to accelerate further reaching €540-580 billion by 2030, more than double its size in 2020, according to Bain & Company’s Luxury Goods Worldwide Market Monitor (Fall 2023) (the “2023 Bain Study”).

Growth in Men’s, Kidswear and Life

In 2019 we launched Mytheresa Kids, and in January 2020, we launched Mytheresa Men to expand our curated offering to these large and underserved categories. We believe there is a lack of curated online multi-brand offerings in both categories which we can capture through our differentiated value proposition. We have built out full buying, marketing and merchandising teams, leveraged our brand relationships and are supporting these categories with exclusive capsules, experiences and content. We believe we can curate and assort collections for men, as we have done with women’s, expanding our value proposition to these new categories. We launched the new category Life in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes. Being the only curated luxury online platform to combine womenswear, menswear, kidswear and now lifestyle products, makes us a truly unique and engaging destination for luxury shoppers. In the fourth quarter of fiscal 2023 we launched an exclusive partnership with Bucherer.

Inventory Management

We utilize our customer data and collaborate with brand partners to assort a highly relevant assortment of products for our customers. The expertise of our buyers and our data help us gauge demand and product architecture to optimize our inventory position. Through analyzing customer feedback and real-time customer purchase behavior, we are able to efficiently predict demand, sizing and colorways beyond the insights of our buyers. This minimizes our portfolio risk and increases our sell-through. As we scale, our buying process will be further enhanced through the growth in our global data repository and our ability to leverage data science as part of the buying process. Additionally, our investments in different facets of our inventory offering fluctuate alongside shifting consumer trends and the fundamental needs of our business.

Investment in our Operations and Infrastructure

As we enhance our offering and grow our customer base, we will incur additional expenses. Our future investments in operations, like our investments in the new warehouse in Leipzig, and infrastructure like our new IT platform will be informed by our understanding of global luxury trends and the needs of our platform. As we continue to scale, we will be required to support our online offering with additional personnel. We will invest capital in inventory, fulfillment capabilities, and logistics infrastructure as we drive efficiencies in our business, localize our offering, enter new categories and partner with new brands. We will also actively monitor our fulfillment capacity needs, investing in capacity and automation in a selective manner.

32 

Curated Platform Model (CPM)

CPM integrates Mytheresa Group with brand partners’ direct retail operations which provides access to highly desirable products at scale, improves capital efficiency and is accretive to top- and bottom-line. The products are selected by Mytheresa Group out of a much larger brand retail collection. Through the CPM, we are able to directly maintain the customer relationship and manage the fulfilment of the order up to the shipment to the end customer. Early season deliveries are aligned with retail channels. In addition, Mytheresa receives regular in-season replenishment of core as well as seasonal products. The product is delivered to the Mytheresa Group warehouse; however, the inventory is owned by the brand partner until it is delivered to a customer. Unsold merchandise will either be returned to the brand partner by the end of the season or carried forward for the new season. Mytheresa Group acts as an agent, with the CPM platform fees recorded as net sales.

33 

Components of our Results of Operations

Net sales

consist of revenues earned from sales of clothing, bags, shoes, accessories, fine jewelry and other categories through our sites and our flagship retail store and our recently opened men´s store, as well as shipping revenue and delivery duties paid when applicable, net of promotional discounts and returns. The platform fees originating from the curated platform model are also included in our net sales. Revenue is generally recognized upon delivery to the end customer. Changes in our reported net sales are mainly driven by growth in the number of our active customers, changes in average order value, the total number of orders shipped and fees in relation to our curated platform model.

Cost of sales, exclusive of depreciation and amortization

includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners. These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incur cost of sales as the purchase price of the goods sold is borne by the CPM brand partner.

Gross profit

as a percentage of our net sales is referred to as gross profit margin. Gross Profit is equal to our net sales reduced by cost of sales, exclusive of depreciation and amortization. The gross profit margin may fluctuate with the degree of promotional intensity in the industry.

Shipping and payment costs

consist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment processing fees paid to third parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales. General increases are due to a higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, for example in the USA.

Marketing expenses

primarily consist of online advertising costs aimed towards acquiring new customers, including fees paid to our advertising affiliates, marketing to existing customers, and other marketing costs, which include events productions, communication, and development of creative content. We expect marketing expenses to stay stable as a percentage of net sales and GMV in the medium term.

Selling, general and administrative expenses

include personnel costs and other types of general and administrative expenses. Personnel costs, which constitute the largest percentage of selling, general and administrative expenses, include salaries, benefits, Share-based compensation expense and other personnel-related costs for all departments within the Mytheresa Group. General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, travel costs, insurance costs, as well as Other transaction-related, certain legal and other expenses. Although selling, general and administrative expenses will increase as we grow, we expect these expenses to decrease as a percentage of net sales or GMV in the medium term.

Depreciation and amortization

include the depreciation of property and equipment, including right-of-use assets capitalized under IFRS 16, leasehold improvements, and amortization of technology and other intangible assets.

Other income (expense), net

principally consists of gains or losses from foreign currency fluctuations, gains or losses on disposal of property, plant, and equipment and other miscellaneous expenses and income.

Finance cost (income), net

in fiscal 2023 and fiscal 2024 consist of our finance costs related to interest expense on our leases as well as on our old Revolving Credit Facilities with Commerzbank Aktiengesellschaft (“Commerzbank”) and UniCredit Bank AG (“UniCredit”) (together, our “Revolving Credit Facilities”) and new Revolving Credit Facility with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P. Morgan SE (together, our “new Revolving Credit Facility”). As of March 31, 2024, Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving Credit Facilities. €26.1 million cash under the new €75.0 million Revolving Credit Facility have been used.

34 

Results of Operations

	Three Months Ended						Nine months Ended
(in € thousands)	March 31, 2023			March 31, 2024			March 31, 2023			March 31, 2024
Net sales		198,883			233,896			564,866			618,703
Cost of sales, exclusive of depreciation and amortization		(108,137	)		(132,290	)		(282,157	)		(338,964	)
Gross profit		90,746			101,605			282,708			279,739
Shipping and payment cost		(31,497	)		(39,296	)		(83,810	)		(100,121	)
Marketing expenses		(25,729	)		(23,090	)		(79,885	)		(70,247	)
Selling, general and administrative expenses		(36,189	)		(37,124	)		(112,922	)		(117,563	)
Depreciation and amortization		(3,132	)		(3,885	)		(8,480	)		(11,124	)
Other expense (income), net		(618	)		12			(1,390	)		(1	)
Operating loss		(6,419	)		(1,778	)		(3,779	)		(19,317	)
Finance costs, net		(709	)		(1,283	)		(1,501	)		(3,488	)
Income (loss) before income taxes		(7,128	)		(3,061	)		(5,280	)		(22,805	)
Income tax (expense) benefit		1,994			69			(4,122	)		2,537
Net loss		(5,134	)		(2,992	)		(9,402	)		(20,268	)

	Three Months Ended										Nine months Ended
(in € thousands)	March 31, 2023					March 31, 2024					March 31, 2023					March 31, 2024
Gross Merchandise Value (GMV)		219,831		100.0	%		252,193		100.0	%		633,567		100.0	%		675,357		100.0	%
Net sales		198,883		90.5	%		233,896		92.7	%		564,866		89.2	%		618,703		91.6	%
Cost of sales, exclusive of depreciation and amortization		(108,137	)	(49.2	%)		(132,290	)	(52.5	%)		(282,157	)	(44.5	%)		(338,964	)	(50.2	%)
Gross profit		90,746		45.6	%		101,605		43.4	%		282,708		50.0	%		279,739		45.2	%
Adjusted Shipping and payment cost		(31,497	)	(14.3	%)		(38,502	)	(15.3	%)		(83,810	)	(13.2	%)		(98,993	)	(14.7	%)
Marketing expenses		(25,729	)	(11.7	%)		(23,090	)	(9.2	%)		(79,885	)	(12.6	%)		(70,247	)	(10.4	%)
Adjusted Selling, general and administrative expenses		(29,659	)	(13.5	%)		(30,822	)	(12.2	%)		(83,947	)	(13.2	%)		(94,208	)	(13.9	%)
Depreciation and amortization		(3,132	)	(1.4	%)		(3,885	)	(1.5	%)		(8,480	)	(1.3	%)		(11,124	)	(1.6	%)
Other expense, net		(618	)	(0.3	%)		12		0.0	%		(1,390	)	(0.2	%)		(1	)	0.0	%
Adjusted Operating Income		111		0.1	%		5,317		2.3	%		25,196		4.5	%		5,166		0.8	%

Percentages are in relation to GMV; Gross Profit and Adjusted Operating Income are in relation to Net Sales.

35 

Gross Merchandise Value (GMV)

	Three Months Ended				Nine months Ended
(in € thousands)	March 31, 2023		March 31, 2024		March 31, 2023		March 31, 2024
Gross Merchandise Value (GMV)		219,831		252,193		633,567		675,357

GMV increased by €32.4 million, or 14.7% from €219.8 million to €252.2 million for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 and for the nine months ended March 31, 2024 by €41.8 million, or 6.6% from €633.6 million to €675.4 million. The reason for the growth in GMV is primarily due to the fact that we were able to grow our active customers on the base of strong customer retention, top customer growth and overall strong increase in AOV. For the last twelve months, our total orders shipped increased from 1.9 million to 2.1 million, or 10%. Nevertheless, the GMV growth for the nine months ended March 31, 2024 was affected by overall economic trends, such as inflation, recessionary trends as well as political tension all around the world. GMV indicates the total amount of merchandise that our customers transact on our platform, and it reveals the depth of our customer relationships.

Net sales

	Three Months Ended		Nine months Ended
(in € thousands)	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Net sales	198,883	233,896	564,866	618,703
Gross Merchandise Value (GMV)	219,831	252,193	633,567	675,357
Net sales percentage of GMV	90.5%	92.7%	89.2%	91.6%

Net sales increased by €35 million, or 17.6% from €198.9 million for the three months ended March 31, 2023 to €233.9 million for the three months ended March 31, 2024 and by €53.8 million, or 9.5%, from €564.9 million for the nine months ended March 31, 2023 to €618.7 million for the nine months ended March 31, 2024. The higher net sales growth in the three and nine months ended March 31, 2024, compared to the GMV growth is due to several wholesale brands performing better than individual CPM brands. Performance of CPM brands is only reflected with the commission we receive in net sales. The share of commission from the CPM is below 10% of net sales. Seven fashion brands had switched from the wholesale model to CPM as of March 31, 2023 and 2024.

Cost of sales, exclusive of depreciation and amortization

	Three Months Ended		Nine months Ended
(in € thousands)	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Cost of sales, exclusive of depreciation and amortization	(108,137)	(132,290)	(282,157)	(338,964)
Percentage of Net sales	(54.4%)	(56.6%)	(50.0%)	(54.8%)
Percentage of GMV	(49.2%)	(52.5%)	(44.5%)	(50.2%)

Cost of sales, exclusive of depreciation and amortization increased by €24.2 million, from €108.1 million for the three months ended March 31, 2023 to €132.3 million for the three months ended March 31, 2024. For the nine months ended March 31, 2024 Cost of sales, exclusive of depreciation and amortization increased by €56.8 million to €339 million compared to the nine months ended March 31, 2023. The increase during the periods presented resulted mostly from an increase in GMV and a lower gross profit margin achieved on those orders.

36 

Gross profit

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Gross profit	90,746	101,605	282,708	279,739
Percentage of Net sales	45.6%	43.4%	50.0%	45.2%
Percentage of GMV	41.3%	40.3%	44.6%	41.4%

Gross profit amounted to €101.6 million for the three months ended March 31, 2024, which represents an increase of 12.0% from €90.7 million compared to the three months ended March 31, 2023. For the nine months ended March 31, 2024 gross profit was at €279.7 million, a decrease of €3.0 million or 1.1%. The gross profit margin in relation to net sales decreased in the three months ended March 31, 2024 from 45.6% to 43.4% and in the nine months ended March 31, 2024 from 50.0% to 45.2%. This decrease was mostly due to promotion driven operative gross profit margin slippage and financial effects driven mostly by a stronger performance of several wholesale brands in relation to individual CPM brands. If certain wholesale brands perform better than individual CPM brands, then the gross margin decreases mathematically as only the commission with CPM brands is accounted for in net sales with a 100% gross profit margin. We still experience a high level of promotions as competitors are trying to balance their inventory levels. Consequently, our full price share in relation to our sale activities continues to be lower than in the preceding year’s periods.

Shipping and payment costs

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Shipping and payment cost	(31,497)	(39,296)	(83,810)	(100,121)
Percentage of Net sales	(15.8%)	(16.8%)	(14.8%)	(16.2%)
Percentage of GMV	(14.3%)	(15.6%)	(13.2%)	(14.8%)

Shipping and payment costs increased by €7.8 million or 24.8% from €31.5 million for the three months ended March 31, 2023 to €39.3 million for the three months ended March 31, 2024 and €16.3 million, or 19.5%, from €83.8 million for the nine months ended March 31, 2023 to €100.1 million for the nine months ended March 31, 2024. The increase in the shipping and payment cost ratio in relation to net sales from 15.8% to 16.8% for the three months ended March 31, 2024 and from 14.8% to 16.2% nine months ended March 31, 2024 results from an increasing share of countries where we pay all the duties for the customer and our growing sales presence outside Europe.

37 

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Shipping and payment cost	(31,497)	(39,296)	(83,810)	(100,121)
Other transaction-related, certain legal and other expenses (1)	-	794	-	1,127
Adjusted Shipping and payment cost	(31,497)	(38,502)	(83,810)	(98,993)
Percentage of Net sales	(15.8%)	(16.5%)	(14.8%)	(16.0%)
Percentage of GMV	(14.3%)	(15.3%)	(13.2%)	(14.7%)

(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.

During the three and nine months ended March 31, 2024, €794 thousand and €1,127 thousand were excluded from shipping and payment costs in our ongoing process of establishing our new central warehouse in Leipzig, Germany.

Marketing expenses

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Marketing expenses	(25,729)	(23,090)	(79,885)	(70,247)
Percentage of Net sales	(12.9%)	(9.9%)	(14.1%)	(11.4%)
Percentage of GMV	(11.7%)	(9.2%)	(12.6%)	(10.4%)

Marketing expenses decreased from €25.7 million for the three months ended March 31, 2023 to €23.1 million for the three months ended March 31, 2024 and decreased by €9.6 million from €79.9 million to €70.2 million for the nine months ended March 31, 2024 compared to the prior year period.

The marketing cost ratio in relation to GMV decreased significantly as we reduced promotional activity towards aspirational customers, to focus on continuing our marketing efforts on the most promising new customer acquisition and top customer retention strategies and aligned our marketing efforts with the overall market sentiment.

38 

Selling, general and administrative expenses

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Selling, general and administrative expenses	(36,189)	(37,124)	(112,922)	(117,563)
Percentage of Net sales	(18.2%)	(15.9%)	(20.0%)	(19.0%)
Percentage of GMV	(16.5%)	(14.7%)	(17.8%)	(17.4%)

The total selling, general and administrative (SG&A) expenses increased by €0.9 million from €36.2 million in three months ended March 31, 2023 to €37.1 million in three months ended March 31, 2024 and increased by €4.6 million from €112.9 million to €117.6 million for the nine months ended December, 2023 compared to the prior year period, mainly due increases in FTE’s, travel expenses, energy costs and other operating expenditures, in the period.

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Personnel expenses	(30,112)	(29,751)	(91,967)	(93,686)
thereof fulfilment personnel expense	6,681	6,757	17,254	20,017
Percentage of Net sales	(15.1%)	(12.7%)	(16.3%)	(15.1%)
Percentage of GMV	(13.7%)	(11.8%)	(14.5%)	(13.9%)
General and administrative expenses	(6,078)	(7,373)	(20,955)	(23,877)
Percentage of Net sales	(3.1%)	(3.2%)	(3.7%)	(3.9%)
Percentage of GMV	(2.8%)	(2.9%)	(3.3%)	(3.5%)
Selling, general and administrative expenses	(36,189)	(37,124)	(112,922)	(117,563)

General and administrative expenses increased from €6.1 million during the three months ended March 31, 2023 to €7.4 million during the three months ended March 31, 2024 and increased for the nine months ended March 31, 2023 from €21.0 million to €23.9 million for the nine months ended March 31, 2024 respectively, mainly due to travel expenses, energy costs and other operating expenditures, in the period.

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Selling, general and administrative expenses	(36,189)	(37,124)	(112,922)	(117,563)
Share-based compensation (1)	6,082	2,985	25,307	14,321
Other transaction-related, certain legal and other expenses (2)	449	3,316	3,667	9,034
Adjusted SG&A	(29,659)	(30,822)	(83,947)	(94,208)
Percentage of Net sales	(14.9%)	(13.2%)	(14.9%)	(15.2%)
Percentage of GMV	(13.5%)	(12.2%)	(13.2%)	(13.9%)

(1) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.

(2) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.

39 

Excluding the Share-based compensation expenses and other transaction-related costs, certain legal and other expenses, the adjusted SG&A expenses as a percentage of GMV decreased for the three months ended March 31, 2024 from 13.5% to 12.2%, and increased for the nine months ended March 31, 2024 from 13.2% to 13.9% compared to the prior year period.

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Personnel expenses	(30,112)	(29,751)	(91,967)	(93,686)
Share-based compensation	6,082	2,985	25,307	14,321
Total Personel expenses excl. SBC	(24,030)	(26,766)	(66,659)	(79,365)
Percentage of Net sales	(12.1%)	(11.4%)	(11.8%)	(12.8%)
Percentage of GMV	(10.9%)	(10.6%)	(10.5%)	(11.8%)

The decrease in personnel expenses for the three months ended March 31, 2024 is mainly driven by lower share-based compensation expenses. The increase in personnel expenses for the nine months ended March 31, 2024 is mainly driven by an increase of fulfilment personnel expenses. Overall, personnel expenses excluding share-based compensation expense as a percentage of net sales decreased from 12.1% to 11.4% for the three months ended March 31, 2024 and increased from 11.8% to 12.8% for the nine months ended March 31, 2024.

40 

Depreciation and amortization

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Depreciation and amortization	(3,132)	(3,885)	(8,480)	(11,124)
Percentage of Net sales	(1.6%)	(1.7%)	(1.5%)	(1.8%)
Percentage of GMV	(1.4%)	(1.5%)	(1.3%)	(1.6%)

Depreciation and amortization expenses increased from €3.1 million for the three months ended March 31, 2023 to €3.9 million for the three months ended March 31, 2024 and from €8.5 million for the nine months ended March 31, 2023 to €11.2 million for the nine months ended March 31, 2024, due to higher depreciation in right of use assets related to the new warehouse in Leipzig, Germany.

Finance costs, net

The following table provides Mytheresa Group's Finance income (costs), net:

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Interest expenses on revolving credit facilities	(47)	(566)	(207)	(1,268)
Interest expenses on leases	(760)	(719)	(1,639)	(2,224)
Total Finance costs	(807)	(1,285)	(1,846)	(3,491)
Other interest income	98	2	345	3
Total Finance income	98	2	345	3
Finance costs, net	(709)	(1,283)	(1,501)	(3,488)
Percentage of Net sales	(0.4%)	(0.5%)	(0.3%)	(0.6%)
Percentage of GMV	(0.3%)	(0.5%)	(0.2%)	(0.5%)

Finance costs, net increased from €0.7 million for the three months ended March 31, 2023 to €1.3 million for the three months ended March 31, 2024 and from €1.5 million for the nine months ended March 31, 2023 to €3.5 million for the nine months ended March 31, 2024, mainly due to increased interest on our revolving credit facilities and increased interest in leases related to the warehouse in Leipzig, Germany.

Income tax (expense) benefit

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Income tax (expense) benefit	1,994	69	(4,122)	2,537
Percentage of Net sales	1.0%	0.0%	(0.7%)	0.4%
Percentage of GMV	0.9%	0.0%	(0.7%)	0.4%

Income tax benefit results mainly from positive IAS 12 current income taxes of €69 thousand for the three months ended March 31, 2024 and €2,5 million for the nine months ended March 31, 2024.

41 

The change in effective tax rate and amount for the three and nine months ended March 31, 2023 and 2024 results mostly from share-based payments programs for which the expenses are non-deductible for tax purposes. In accordance with German tax law, it is anticipated that there will be a positive annual income before income taxes. The resulting positive tax rate will be applied to the loss before income taxes for the three and nine months ended March 31, 2024, leading to a calculated tax income.

42 

Liquidity and Capital Resources

Our primary requirements for liquidity and capital are to finance working capital, capital expenditures and general corporate purposes, including income taxes. Our capital expenditures consist primarily of investments in our new warehouse in Leipzig, capital improvements to our facilities and headquarters and IT licenses.

Our primary sources of liquidity are cash generated from our operations, respective cash and cash equivalents and our new Revolving Credit Facility.

As of March 31, 2024, our cash and cash equivalents amounted to €10.6 million. As of March 31, 2024, approximately 81% of our cash and cash equivalents were held in Germany, primarily in Euro. No other currency accounted for more than 10% in Germany of our cash and cash equivalents. Approximately 19% of our cash and cash equivalents were held outside of Germany, with the majority held in the United States in US Dollars and in the United Kingdom in British Pounds.

As of March 31, 2024, Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving Credit Facilities. The new Revolving Credit Facility has a maturity until September 2026.

Under the new Revolving Credit Facility, we have financial covenants relating to working capital as a borrowing base and a maximum group net debt leverage ratio. During the three and nine months ended March 31, 2024, we were in compliance with all covenants for the new Revolving Credit Facility.

As of March 31, 2024, cash used under the new Revolving Credit Facility amounted to €26.1 million. As of March 31, 2024, the Company had cash and cash equivalents of €10.6 million.

The interest rate is based on Euribor 3-months plus applicable margin for the Revolving Credit Facility, if used as basic short-term borrowings. Additionally, we use when needed money market loans with a usual duration of one to six months under the Revolving Credit Facility agreement with an interest rate based on Euribor 3-months plus applicable margin.

Our ability to make principal and interest payments on our new Revolving Credit Facility, in addition to funding planned capital expenditures, will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations we believe that our existing cash balances and expected cash flows generated from operations, as well as our financing arrangements under the Revolving Credit Facility, are sufficient to meet our operating requirements for at least the next twelve months.

43 

The following table shows summary consolidated cash flow information for the three and nine months ended March 31, 2023 and 2023:

(in € thousands)	Three Months Ended		Nine months Ended
	March 31, 2023	March 31, 2024	March 31, 2023	March 31, 2024
Consolidated Statement of Cash Flow Data:
Net cash flow from operating activities	(36,047)	(11,622)	(83,000)	(26,389)
Net cash flow from investing activities	(6,499)	(4,855)	(18,895)	(9,411)
Net cash flow from financing activities	(3,638)	20,546	1,449	16,230

Net cash (outflow) inflow from operating activities

During the three months ended March 31, 2024, and the same period in 2023, cash used in operating activities was €12.3 million and €36,0 million. This reduction in operating cash outflow was mainly due to lower inventory purchases offset by a decrease in trade payables.

During the nine months ended March 31, 2024, net cash outflow from operating activities decreased to €27.0 million from €83.0 million in the previous year period, a decrease of €56.0 million. This decrease was largely due to a €91.3 million decrease in inventory purchase volume compared to the same period last year. This was partly offset by a decrease of €8.4 million in other assets, a reduction of €12.5 million in trade and other payables and a €27.4 million decrease in other liabilities, primarily because of the timing of payments to CPM brand partners in the preceding year.

Net cash outflow from investing activities

For the quarter ending March 31, 2024, cash used on investing activities amounted to €4.9 million, a decrease from €6.5 million during the same period in 2023. Over the nine months ending March 31, 2024, the total cash used in investing activities was €9.4 million, significantly lower than the €18.9 million in the corresponding period of 2023. This reduction in investment outflow in fiscal year 2024 was primarily directed towards lower capital expenditures for the new warehouse in Leipzig, Germany.

Net cash outflow from financing activities

For the three months ended March 31, 2024, Mytheresa Group recorded a net cash inflow from financing activities of €20.5 million, compared to a cash outflow of €3.6 million during the same period in 2023. Over the nine months ending March 31, 2024, the cash inflow from financing activities was €16.2 million compared to the outflow of €1.4 million recorded in the previous year period.

44 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

The fair value of our cash and cash equivalents as well as borrowings that were held primarily in cash deposits would not be significantly affected by either an increase or decrease in interest rates due to the short-term nature of these instruments. We do not expect that interest rates will have a material impact on our results of operations.

Foreign Exchange Risk

We generate revenues in eight currencies, including the Euro, U.S. Dollar and Pound Sterling. While most of our sales are dominated in Euros, we have a significant amount of sales denominated in U.S. Dollars and Pound Sterling. As a result, our revenue may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in U.S. Dollars and Pound Sterling. Our foreign exchange risk is less pronounced for Cost of sales, exclusive of depreciation and amortization and operating expenses. Approximately 93% of our purchases are denominated in Euros and approximately 98% of our employees are located in Germany or other Eurozone countries.

To reduce our foreign currency exposure risk, we hedge our foreign currency exposure in five major currencies, including the U.S. Dollar and Pound Sterling. Our hedging strategy does not eliminate our foreign currency risk entirely and our hedging contracts typically have a duration of less than one year.

Recent Accounting Pronouncements

For detailed discussion on recent accounting pronouncements, see our consolidated financial statements.

LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, we believe we are not currently party to any legal proceedings which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. We also pursue litigation to protect our legal rights and additional litigation may be necessary in the future to enforce our intellectual property and our contractual rights, to protect our confidential information or to determine the validity and scope of the proprietary rights of others.

45 

EX-99.2

Exhibit 99.2

Q3 FY24 Results:

Mytheresa posts +18% Net Sales growth and a significantly improved Adjusted EBITDA margin compared to the previous year quarter

· Excellent top-line growth with Net Sales growing +17.6% and GMV +14.7% in Q3 FY24

· Mytheresa US business outperformance with record GMV growth of +41.6% and +48.3% growth of US Top Customers in Q3 FY24

· Continued strong global Top Customers growth with number of Top Customers growing by +17.0% in Q3 FY24

· Significant growth of Average Order Value LTM increasing by +8.0% to a record high of €692 in Q3 FY24

· Significantly improved profitability on adjusted EBITDA level during the quarter as compared to the prior year period

MUNICH, Germany (May 15, 2024) – MYT Netherlands Parent B.V. (NYSE: MYTE) (“Mytheresa” or the “Company”), today announced financial results for its third quarter fiscal year 2024 ended March 31, 2024. The leading luxury multi-brand digital platform reported excellent financials posting double-digit growth and improved profitability clearly outperforming the overall market.

Mytheresa’s third quarter performance exhibits highly accelerated top-line growth, strong expansion of Top Customer revenues and significantly improved profitability. The business in the United States continues to be a significant growth driver with highest regional growth, increased share of total business and record number of Top Customers in the third quarter of fiscal year 2024.

Michael Kliger, Chief Executive Officer of Mytheresa, said, “We are very pleased with the strong performance in the third quarter. Double-digit revenue growth, double-digit Top Customer growth and a very high growth US business underscore that Mytheresa is not just a luxury e-commerce platform. We build a community for luxury enthusiasts and create desirability through digital and physical experiences.”

Kliger continued, “We see ourselves as one of the few winners in an otherwise still tough market environment. We clearly gain market share with our above average growth rates. We are benefiting from the consolidating landscape of luxury e-commerce players in a market that has huge growth prospects based on changing customer preferences favoring digital channels.”

FINANCIAL HIGHLIGHTS FOR THE THIRD QUARTER ENDED MARCH 31, 2024

· Net sales increase +17.6% year-over-year to €233.9 million

· GMV growth of +14.7% to €252.2 million in Q3 FY24 as compared to €219.8 million in the prior year period

· Gross Profit growth of 12% to €101.6 million with 43.4% Gross Profit margin

· Significantly improved Adjusted EBITDA margin of 3.9% as compared to Q3 FY23

· Lower inventory growth in Q3 FY24 of 11.9% - significantly below topline growth

· Successful conversion of the Revolving Credit Facility into a new multi-year agreement securing financing for our continuous growth strategy

KEY BUSINESS HIGHLIGHTS

· Launch of exclusive capsule collections and pre-launches in collaboration with Gucci, Bottega Veneta, Saint Laurent, Loewe, Givenchy, Brunello Cucinelli and many more

· High-impact top customer activations and truly “money can’t buy” experiences held in Europe, the US and Asia, including a VIC dinner in collaboration with Khaite (Paris)

· A 24-hour brand and customer experience with three events together with Courrèges at Shanghai Fashion Week, featuring an exhibition, designer talk and VIC & press dinner

· Excellent customer satisfaction with a much improved Net Promoter Score of 80.6% in Q3 FY24

· Launch of Mytheresa Retail Media services to provide selected brand partners with paid media placements

· Continued ramp-up of new distribution center in Leipzig with more than 60% of all customer orders processed at the end of March

For the full fiscal year ending June 30, 2024, we expect total Gross Profit to be on last year’s level and we confirm our guidance for the top- and bottom-line at the lower end of the ranges:

· GMV and Net Sales growth in the range of 8% to 13%

· Adjusted EBITDA margin in the range of 3% and 5%

The foregoing forward-looking statements reflect Mytheresa’s expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. Mytheresa does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.

CONFERENCE CALL AND WEBCAST INFORMATION

Mytheresa will host a conference call to discuss its third quarter of fiscal year 2024 financial results on May 15, 2024 at 8:00am Eastern Time. Those wishing to participate via webcast should access the call through Mytheresa’s Investor Relations website at https://investors.mytheresa.com. Those wishing to participate via the telephone may dial in at +1 (800) 715-9871 (USA).

The participant access code will be 7531135. The conference call replay will be available via webcast through Mytheresa’s Investor Relations website. The telephone replay will be available from 11:00am Eastern Time on May 15, 2024, through May 22, 2024, by dialing +1 (800) 770-2030 (USA). The replay passcode will be 7531135. For specific international dial-ins please see here.

FORWARD LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to financing activities, the impact of the COVID-19 global pandemic; the impact of restrictions on use of identifiers for advertisers (IDFA); future sales, expenses, and profitability; future development and expected growth of our business and industry; our ability to execute our business model and our business strategy; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and projected capital spending. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below.

We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made.

Further information on these and other factors that could affect our financial results is included in filings we make with the U.S. Securities and Exchange Commission (“SEC”) from time to time, including the section titled “Risk Factors” included in the form 20-F filed on September 14, 2022 under Rule 424(b)(4) of the Securities Act. These documents are available on the SEC’s website at www.sec.gov and on the SEC Filings section of the Investor Relations section of our website at: https://investors.mytheresa.com.

ABOUT NON-IFRS FINANCIAL MEASURES AND OPERATING METRICS

Our non-IFRS financial measures include:

· Adjusted EBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA Margin is a non-IFRS financial measure which is calculated in relation to net sales.

· Adjusted Operating Income is a non-IFRS financial measure that we calculate as operating income, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Operating Income Margin is a non-IFRS financial measure which is calculated in relation to net sales.

· Adjusted Net Income is a non-IFRS financial measure that we calculate as net income, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Net Income Margin is a non-IFRS financial measure which is calculated in relation to net sales.

We are not able to forecast net income (loss) on a forward-looking basis without unreasonable efforts due to the high variability and difficulty in predicting certain items that affect net income (loss), including, but not limited to, Income taxes and Interest expense and, as a result, are unable to provide a reconciliation to forecasted Adjusted EBITDA.

Gross Merchandise Value (GMV) is an operative measure and means the total Euro value of orders processed. GMV is inclusive of merchandise value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV.

ABOUT MYTHERESA

Mytheresa is one of the leading global luxury e-commerce platforms shipping to over 130 countries. Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear and kidswear. In 2022, Mytheresa expanded its luxury offering to home décor and lifestyle products with the launch of the category “Life”. The highly curated edit of over 200 brands focuses on true luxury brands such as Bottega Veneta, Burberry, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more. Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations. The NYSE listed company reported €855.8 million GMV in fiscal year 2023 (+15% vs. FY22).

For more information and updated Mytheresa campaign imagery, please visit https://investors.mytheresa.com.

Investor Relations Contacts
Mytheresa.com GmbH Stefanie Muenz phone: +49 89 127695-1919 email: investors@mytheresa.com   Media Contacts for public relations Mytheresa.com GmbH Sandra Romano mobile: +49 152 54725178 email: sandra.romano@mytheresa.com     Media Contacts for business press Mytheresa.com GmbH Lisa Schulz mobile: +49 151 11216490 email: lisa.schulz@mytheresa.com  

Source: MYT Netherlands Parent B.V.

MYT Netherlands Parent B.V.

Financial Results and Key Operating Metrics

(Amounts in € millions)

	Three Months Ended			Nine months Ended
	March 31, 2023	March 31, 2024	Change in % / BPs	March 31, 2023	March 31, 2024	Change in % / BPs
(in millions) (unaudited)
Gross Merchandise Value (GMV) (1)	€ 219.8	€ 252.2	14.7%	€ 633.6	€ 675.4	6.6%
Active customer (LTM in thousands) (1), (2)	838	862	2.8%	838	862	2.8%
Total orders shipped (LTM in thousands) (1), (2)	1.970	2,065	4.8%	1.970	2,065	4.8%
Net sales	€ 198.9	€ 233.9	17.6%	€ 564.9	€ 618.7	9.5%
Gross profit	€ 90.7	€ 101.6	12.0%	€ 282.7	€ 279.7	(1.1%)
Gross profit margin(3)	45.6%	43.4%	(220 BPs)	50.0%	45.2%	(480 BPs)
Operating Loss	€ (6.4)	€ (1.8)	(72.3%)	€ (3.8)	€ (19.3)	411.2%
Operating Loss margin(3)	(3.2%)	(0.8%)	240 BPs	(0.7%)	(3.1%)	(240 BPs)
Net Loss	€ (5.1)	€ (3.0)	(41.7%)	€ (9.4)	€ (20.3)	115.6%
Net Loss margin(3)	(2.6%)	(1.3%)	130 BPs	(1.7%)	(3.3%)	(160 BPs)
Adjusted EBITDA(4)	€ 3.2	€ 9.2	183.8%	€ 33.7	€ 16.3	(51.6%)
Adjusted EBITDA margin(3)	1.6%	3.9%	230 BPs	6.0%	2.6%	(340 BPs)
Adjusted Operating Income(4)	€ 0.1	€ 5.3	4675.1%	€ 25.2	€ 5.2	(79.5%)
Adjusted Operating Income margin(3)	0.1%	2.3%	220 BPs	4.5%	0.8%	(370 BPs)
Adjusted Net Income (4)	€ 1.4	€ 4.1	193.9%	€ 19.6	€ 4.2	(78.5%)
Adjusted Net Income margin(3)	0.7%	1.8%	110 BPs	3.5%	0.7%	(280 BPs)

(1)	Definition of GMV, Active customer and Total orders shipped can be found on page 27 in our quarterly report.
(2)	Active customers and total orders shipped are calculated based on orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.
(3)	As a percentage of net sales.
(4)	EBITDA, adjusted EBITDA, adjusted Operating Income, adjusted net income are measures not defined under IFRS. For further information about how we calculate these measures and limitations of its use, see page 27.

MYT Netherlands Parent B.V.

Financial Results and Key Operating Metrics

(Amounts in € millions)

The following tables set forth the reconciliations of net loss to EBITDA to adjusted EBITDA, operating loss to adjusted operating income (loss) and net loss to adjusted net income (loss), and their corresponding margins as a percentage of net sales:

	Three Months Ended			Nine months Ended
	March 31, 2023	March 31, 2024	Change in %	March 31, 2023	March 31, 2024	Change in %
(in millions) (unaudited)
Net loss	€ (5.1)	€ (3.0)	(41.7%)	€ (9.4)	€ (20.3)	115.6%
Finance costs, net	€ 0.7	€ 1.3	80.9%	€ 1.5	€ 3.5	132.4%
Income tax expense (benefit)	€ (2.0)	€ (0.1)	(96.6%)	€ 4.1	€ (2.5)	(161.5%)
Depreciation and amortization	€ 3.1	€ 3.9	24.1%	€ 8.5	€ 11.1	31.2%
thereof depreciation of right-of use assets	€ 2.3	€ 2.4	3.7%	€ 6.1	€ 7.1	16.2%
EBITDA	€ (3.3)	€ 2.1	(164.1%)	€ 4.7	€ (8.2)	(274.3%)
Other transaction-related, certain legal and other expenses (1)	€ 0.4	€ 4.1	815.9%	€ 3.7	€ 10.2	177.1%
Share-based compensation (2)	€ 6.1	€ 3.0	(50.9%)	€ 25.3	€ 14.3	(43.4%)
Adjusted EBITDA	€ 3.2	€ 9.2	183.8%	€ 33.7	€ 16.3	(51.6%)
Reconciliation to Adjusted EBITDA Margin
Net Sales	€ 198.9	€ 233.9	17.6%	€ 564.9	€ 618.7	9.5%
Adjusted EBITDA margin	1.6%	3.9%	230 BPs	6.0%	2.6%	(340 BPs)

	Three Months Ended			Nine months Ended
	March 31, 2023	March 31, 2024	Change in %	March 31, 2023	March 31, 2024	Change in %
(in millions) (unaudited)
Operating Loss	€ (6.4)	€ (1.8)	(72.3%)	€ (3.8)	€ (19.3)	411.2%
Other transaction-related, certain legal and other expenses (1)	€ 0.4	€ 4.1	815.9%	€ 3.7	€ 10.2	177.1%
Share-based compensation(2)	€ 6.1	€ 3.0	(50.9%)	€ 25.3	€ 14.3	(43.4%)
Adjusted Operating Income	€ 0.1	€ 5.3	4675.1%	€ 25.2	€ 5.2	(79.5%)
Reconciliation to Adjusted Operating Income Margin
Net Sales	€ 198.9	€ 233.9	17.6%	€ 564.9	€ 618.7	9.5%
Adjusted Operating Income margin	0.1%	2.3%	220 BPs	4.5%	0.8%	(370 BPs)

	Three Months Ended			Nine months Ended
	March 31, 2023	March 31, 2024	Change in %	March 31, 2023	March 31, 2024	Change in %
(in millions) (unaudited)
Net loss	€ (5.1)	€ (3.0)	(41.7%)	€ (9.4)	€ (20.3)	115.6%
Other transaction-related, certain legal and other expenses (1)	€ 0.4	€ 4.1	815.9%	€ 3.7	€ 10.2	177.1%
Share-based compensation (2)	€ 6.1	€ 3.0	(50.9%)	€ 25.3	€ 14.3	(43.4%)
Adjusted Net Income	€ 1,4	€ 4.1	193.9%	€ 19,6	€ 4.2	(78.5%)
Reconciliation to Adjusted Net Income Margin
Net Sales	€ 198.9	€ 233.9	17.6%	€ 564.9	€ 618.7	9.5%
Adjusted Net Income margin	0.7%	1.8%	110 BPs	3.5%	0.7%	(280 BPs)

(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential transactions, (ii) certain legal and other expenses incurred outside the ordinary course of our business and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new central warehouse in Leipzig, Germany.

(2) Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Profit and Comprehensive Income

(Amounts in € thousands, except share and per share data)

		Three Months Ended				Nine months Ended
(in € thousands)		March 31, 2023		March 31, 2024		March 31, 2023		March 31, 2024
Net sales		198,883		233,896		564,866		618,703
Cost of sales, exclusive of depreciation and amortization		(108,137)		(132,290)		(282,157)		(338,964)
Gross profit		90,746		101,605		282,708		279,739
Shipping and payment cost		(31,497)		(39,296)		(83,810)		(100,121)
Marketing expenses		(25,729)		(23,090)		(79,885)		(70,247)
Selling, general and administrative expenses		(36,189)		(37,124)		(112,922)		(117,563)
Depreciation and amortization		(3,132)		(3,885)		(8,480)		(11,124)
Other expense (income), net		(618)		12		(1,390)		(1)
Operating loss		(6,419)		(1,778)		(3,779)		(19,317)
Finance income		98		2		345		3
Finance costs		(807)		(1,285)		(1,846)		(3,491)
Finance costs, net		(709)		(1,283)		(1,501)		(3,488)
Loss before income taxes		(7,128)		(3,061)		(5,280)		(22,805)
Income tax (expense) benefit		1,994		69		(4,122)		2,537
Net loss		(5,134)		(2,992)		(9,402)		(20,268)
Cash Flow Hedge		(650)		(287)		1,051		(482)
Income Taxes related to Cash Flow Hedge		181		80		(293)		134
Foreign currency translation		(11)		21		16		(12)
Other comprehensive income (loss)		(480)		(186)		774		(360)
Comprehensive loss		(5,614)		(3,178)		(8,628)		(20,627)
Basic & diluted earnings per share	€	(0.06)	€	(0.03)	€	(0.11)	€	(0.23)
Weighted average ordinary shares outstanding (basic and diluted) – in millions (1)		86.6		86.8		86.6		86.8

(1) In accordance with IAS 33, includes contingently issuable shares that are fully vested and can be converted at any time for no consideration. For further details, refer to note 13 of our quarterly report.

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Financial Position

(Amounts in € thousands)

(in € thousands)	June 30, 2023	March 31, 2024
Assets
Non-current assets
Intangible assets and goodwill	155,283	154,925
Property and equipment	37,227	42,982
Right-of-use assets	54,797	47,773
Deferred tax assets	59	1,259
Other non-current assets	6,573	6,927
Total non-current assets	253,939	253,866
Current assets
Inventories	360,262	364,657
Trade and other receivables	7,521	13,980
Other assets	42,113	37,842
Cash and cash equivalents	30,136	10,587
Total current assets	440,031	427,067
Total assets	693,971	680,932
Shareholders’ equity and liabilities
Subscribed capital	1	1
Capital reserve	529,775	544,096
Accumulated Deficit	(83,855)	(104,123)
Accumulated other comprehensive income	1,509	1,149
Total shareholders’ equity	447,430	441,124
Non-current liabilities
Provisions	2,646	2,750
Lease liabilities	49,518	42,796
Deferred tax liabilities	726	-
Total non-current liabilities	52,889	45,546
Current liabilities
Borrowings	-	26,066
Tax liabilities	24,073	9,349
Lease liabilities	8,155	9,155
Contract liabilities	11,414	9,016
Trade and other payables	71,085	49,915
Other liabilities	78,924	90,763
Total current liabilities	193,652	194,262
Total liabilities	246,541	239,808
Total shareholders’ equity and liabilities	693,971	680,932

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Changes in Equity

(Amounts in € thousands)

(in € thousands)	Subscribed capital	Capital reserve	Accumulated deficit	Hedging reserve	Foreign currency translation reserve	Total shareholders’ equity
Balance as of July 1, 2022	1	498,872	(68,734)	-	1,528	431,667
Net loss	-	-	(9,402)	-	-	(9,402)
Other comprehensive income	-	-	-	758	16	774
Comprehensive loss	-	-	(9,402)	758	16	(8,628)
Share options exercised	-	1,077	-	-	-	1,077
Share-based compensation	-	25,307	-	-	-	25,307
Reclassification due to cash-settlement of Share-based compensation (1)	-	(57)	-	-	-	(57)
Balance as of March 31, 2023	1	525,199	(78,136)	758	1,544	449,366
Balance as of July 1, 2023	1	529,775	(83,855)	-	1,509	447,430
Net loss	-	-	(20,268)	-	-	(20,268)
Other comprehensive loss	-	-	-	(347)	(12)	(360)
Comprehensive loss	-	-	(20,268)	(347)	(12)	(20,627)
Share-based compensation	-	14,321	-	-	-	14,321
Balance as of March 31, 2024	1	544,096	(104,123)	(347)	1,496	441,124

(1) For further details, refer to note 13 in our quarterly report.

MYT Netherlands Parent B.V.

Unaudited Condensed Consolidated Statements of Cash Flows

(Amounts in € thousands)

	Nine months ended March 31,
(in € thousands)	2023	2024
Net loss	(9,402)	(20,268)
Adjustments for
Depreciation and amortization	8,480	11,124
Finance costs, net	1,501	3,488
Share-based compensation	25,250	14,184
Income tax expense (benefit)	4,122	(2,537)
Change in operating assets and liabilities
Increase in inventories	(95,726)	(4,396)
Decrease (increase) in trade and other receivables	2,257	(6,455)
Decrease in other assets	12,784	5,013
(Decrease) increase in other liabilities	(16,023)	11,376
(Decrease) in contract liabilities	(2,806)	(2,398)
(Decrease) increase in trade and other payables	(8,665)	(21,171)
Income taxes paid	(4,772)	(14,349)
Net cash used in operating activities	(83,000)	(26,389)
Expenditure for property and equipment and intangible assets	(18,897)	(9,411)
Proceeds from sale of property and equipment and intangible assets	2	-
Net cash used in investing activities	(18,895)	(9,411)
Interest paid	(1,501)	(4,133)
Proceeds from borrowings	4,899	26,066
Proceeds from exercise of option awards	1,077	-
Payment of lease liabilities	(3,026)	(5,703)
Net cash inflow from financing activities	1,449	16,230
Net decrease in cash and cash equivalents	(100,446)	(19,570)
Cash and cash equivalents at the beginning of the period	113,507	30,136
Effects of exchange rate changes on cash and cash equivalents	(120)	21
Cash and cash equivalents at end of the period	12,940	10,587