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 | Six Months Ended | ||||||||||||||||
December 31, | December 31, | Change | December 31, | December 31, | Change | ||||||||||||
| 2023 |
| 2024 |
| in % / BPs |
| 2023 |
| 2024 |
| in % / BPs | ||||||
(in millions) (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
| |||||
Gross Merchandise Value (GMV) (1) | € | 218.7 | € | 244.7 | 11.9 | % | € | 422.5 | € | 461.2 | 9.2 | % | |||||
Active customer (LTM in thousands) (1), (2) |
| 856 | 843 | (1.5) | % | 856 |
| 843 |
| (1.5) | % | ||||||
Total orders shipped (LTM in thousands) (1), (2) |
| 2,037 | 2,089 | 2.5 | % | 2,037 | 2,089 |
| 2.5 | % | |||||||
Net sales | € | 196.6 | € | 223.0 | 13.4 | % | € | 384.1 | € | 424.7 | 10.6 | % | |||||
Gross profit | € | 97.9 | € | 113.6 | 16.0 | % | € | 177.4 | € | 202.2 | 14.0 | % | |||||
Gross profit margin (3) | 49.8 | % | 50.9 | % | 110 | BPs | 46.2 | % | 47.6 | % | 140 | BPs | |||||
Operating loss | € | (4.8) | € | (2.5) | 46.8 | % | € | (18.2) | € | (32.6) | (78.5) | % | |||||
Operating loss margin (3) | (2.4) | % | (1.1) | % | 130 | BPs | (4.8) | % | (7.7) | % | (290) | BPs | |||||
Net loss | € | (5.8) | € | (4.7) | 19.3 | % | € | (18.0) | € | (28.2) | (56.8) | % | |||||
Net loss margin (3) | (3.0) | % | (2.1) | % | 90 | BPs | (4.7) | % | (6.6) | % | (190) | BPs | |||||
Adjusted EBITDA (4) | € | 7.5 | € | 16.2 | 114.8 | % | € | 6.4 | € | 19.1 | 199.6 | % | |||||
Adjusted EBITDA margin (3) | 3.8 | % | 7.3 | % | 350 | BPs | 1.7 | % | 4.5 | % | 280 | BPs | |||||
Adjusted Operating income (loss) (4) | € | 3.7 | € | 12.2 | 232.0 | % | € | (0.9) | € | 11.1 | 1389.3 | % | |||||
Adjusted Operating income (loss) margin (3) | 1.9 | % | 5.5 | % | 360 | BPs | (0.2) | % | 2.6 | % | 280 | BPs | |||||
Adjusted Net income (loss) (4) | € | 2.7 | € | 10.6 | 299.6 | % | € | (0.6) | € | 16.0 | 2767.1 | % | |||||
Adjusted Net income (loss) margin (3) | 1.3 | % | 4.8 | % | 350 | BPs | (0.2) | % | 3.8 | % | 400 | BPs |
(1) | Definition of GMV, Active customer and Total orders shipped can be found on page 29. |
(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 (loss) and adjusted net income (loss) are measures not defined under IFRS. For further information about how we calculate these measures and limitations of its use, see page 30. |
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 | Six Months Ended | ||||||||||||||||
December 31, | December 31, | Change |
| December 31, | December 31, | Change | |||||||||||
| 2023 |
| 2024 |
| in % |
| 2023 |
| 2024 |
| in % | ||||||
(in millions) (unaudited) | |||||||||||||||||
Net loss | € | (5.8) | € | (4.7) | 19.3 | % | € | (18.0) | € | (28.2) | (56.8) | % | |||||
Finance costs, net | € | 1.2 | € | 2.0 | 63.2 | % | € | 2.2 | € | 3.2 | 43.9 | % | |||||
Income tax expense (benefit) | € | (0.2) | € | 0.2 | 218.9 | % | € | (2.5) | € | (7.5) | (205.7) | % | |||||
Depreciation and amortization | € | 3.8 | € | 3.9 | 2.3 | % | € | 7.2 | € | 11.1 | 52.8 | % | |||||
thereof depreciation of right-of use assets | € | 2.4 | € | 2.4 | 3.3 | % | € | 4.7 | € | 4.8 | 2.4 | % | |||||
thereof impairment loss on property & equipment (3) | — | — | N/A | — | € | 3.1 | N/A | ||||||||||
EBITDA | € | (0.9) | € | 1.4 | 248.3 | % | € | (11.0) | € | (21.5) | (95.5) | % | |||||
Other transaction-related, certain legal and other expenses (1) | € | 3.6 | € | 9.6 | 167.2 | % | € | 6.1 | € | 31.0 | 412.0 | % | |||||
Share-based compensation(2) | € | 4.9 | € | 5.1 | 6.0 | % | € | 11.3 | € | 9.6 | (14.9) | % | |||||
Adjusted EBITDA | € | 7.5 | € | 16.2 | 114.8 | % | € | 6.4 | € | 19.1 | 199.6 | % | |||||
Reconciliation to Adjusted EBITDA Margin | |||||||||||||||||
Net sales | € | 196.6 | € | 223.0 | 13.4 | % | € | 384.1 | € | 424.7 | 10.6 | % | |||||
Adjusted EBITDA margin | 3.8 | % | 7.3 | % | 350 | BPs | 1.7 | % | 4.5 | % | 280 | BPs |
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | Change | December 31, | December 31, | Change | ||||||||||||
| 2023 |
| 2024 |
| in % |
| 2023 |
| 2024 |
| in % | ||||||
(in millions) (unaudited) | |||||||||||||||||
Operating loss |
| € | (4.8) |
| € | (2.5) |
| 46.8 | % | € | (18.2) | € | (32.6) | (78.5) | % | ||
Other transaction-related, certain legal and other expenses(1) | € | 3.6 | € | 9.6 | 167.2 | % | € | 6.1 | € | 31.0 | 412.0 | % | |||||
Share-based compensation(2) |
| € | 4.9 |
| € | 5.1 |
| 6.0 | % | € | 11.3 | € | 9.6 | (14.9) | % | ||
Impairment loss on property & equipment (3) | — | — | N/A | — | € | 3.1 | N/A | ||||||||||
Adjusted Operating income (loss) |
| € | 3.7 |
| € | 12.2 |
| 232.0 | % | € | (0.9) | € | 11.1 | 1389.3 | % | ||
Reconciliation to Adjusted Operating income (loss) Margin | |||||||||||||||||
Net sales | € | 196.6 | € | 223.0 | 13.4 | % | € | 384.1 | € | 424.7 | 10.6 | % | |||||
Adjusted Operating income (loss) margin |
| 1.9 | % | 5.5 | % | 360 | BPs | (0.2) | % | 2.6 | % | 280 | BPs |
4
MYT Netherlands Parent B.V.
Financial Results and Key Operating Metrics
(Amounts in € millions)
Three Months Ended | Six Months Ended | ||||||||||||||||
December 31, | December 31, | Change | December 31, | December 31, | Change | ||||||||||||
| 2023 |
| 2024 |
| in % |
| 2023 |
| 2024 |
| in % | ||||||
(in millions) (unaudited) | |||||||||||||||||
Net loss |
| € | (5.8) |
| € | (4.7) | 19.3 | % | € | (18.0) |
| € | (28.2) | (56.8) | % | ||
Other transaction-related, certain legal and other expenses(1) | € | 3.6 | € | 10.1 | 181.1 | % | € | 6.1 | € | 31.5 | 420.3 | % | |||||
Share-based compensation(2) |
| € | 4.9 |
| € | 5.1 | 6.0 | % | € | 11.3 |
| € | 9.6 | (14.9) | % | ||
Impairment loss on property & equipment (3) | — | — | N/A | — | € | 3.1 | N/A | ||||||||||
Adjusted Net income (loss) |
| € | 2.7 |
| € | 10.6 | 299.6 | % | € | (0.6) |
| € | 16.0 | 2767.1 | % | ||
Reconciliation to Adjusted Net income Margin | |||||||||||||||||
Net sales | € | 196.6 | € | 223.0 | 13.4 | % | € | 384.1 | € | 424.7 | 10.6 | % | |||||
Adjusted Net income margin | 1.3 | % | 4.8 | % | 350 | BPs | (0.2) | % | 3.8 | % | 400 | 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, (iii) other non-recurring expenses incurred in connection with the costs of closing distribution center in Heimstetten, Germany and (iv) finance costs in the form of RCF amendment fees. |
(2) | Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. Our methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA, Adjusted Operating income and Adjusted Net income includes both share-based compensation expense connected to the IPO and share-based compensation expense recognized in connection with grants under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management members and share-based compensation expense due to Supervisory Board Members Plans. We do not consider share-based compensation expense to be indicative of our core operating performance. For further information about how we calculate these measures and limitations of its use, see our annual report on Form 20-F filed on September 12, 2024. |
(3) | Included in depreciation and amortization is an impairment loss recognized, in accordance with IAS 36, on property plant and equipment utilized in the Heimstetten distribution center, which was closed in August 2024. |
5
MYT NETHERLANDS PARENT B.V. – UNAUDITED CONDENSED CONSOLIDATED
INTERIM FINANICAL STATEMENTS
INDEX
6
MYT Netherlands Parent B.V.
Unaudited Condensed Consolidated Statements of Profit & Loss and Comprehensive Income
(Amounts in € thousands, except share and per share data)
Three Months Ended | Six Months Ended | |||||||||||||
December 31, | December 31, | December 31, | December 31, | |||||||||||
(in € thousands) |
| Note |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||||
Net sales |
| 7,8 |
| |
| |
| | | |||||
Cost of sales, exclusive of depreciation and amortization |
| 9 |
| ( |
| ( |
| ( | ( | |||||
Gross profit |
| |
| |
| | | |||||||
Shipping and payment cost |
| ( |
| ( |
| ( | ( | |||||||
Marketing expenses |
| ( |
| ( |
| ( | ( | |||||||
Selling, general and administrative expenses |
|
| ( |
| ( |
| ( | ( | ||||||
Depreciation and amortization |
|
| ( |
| ( |
| ( | ( | ||||||
Other income (expense), net |
|
| ( |
| |
| ( | ( | ||||||
Operating loss |
| ( |
| ( |
| ( | ( | |||||||
Finance income |
|
| — |
| — |
| | — | ||||||
Finance costs | ( | ( | ( | ( | ||||||||||
Finance costs, net | 10 | ( | ( | ( | ( | |||||||||
Loss before income taxes |
| ( |
| ( |
| ( | ( | |||||||
Income tax (expense) benefit |
| 11 |
| |
| ( |
| | | |||||
Net loss |
| ( |
| ( |
| ( | ( | |||||||
Cash Flow Hedge | | ( | ( | ( | ||||||||||
Income Taxes related to Cash Flow Hedge | ( | | | | ||||||||||
Foreign currency translation | ( | | ( | | ||||||||||
Other comprehensive income (loss) |
| |
| ( |
| ( | ( | |||||||
Comprehensive loss |
| ( |
| ( |
| ( | ( | |||||||
Basic & diluted earnings per share |
| € | ( | € | ( | € | ( | € | ( | |||||
Weighted average ordinary shares outstanding (basic and diluted) – in millions (1) |
| |
| |
| | |
(1) |
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, 2024 | December 31, 2024 | |||
Assets | ||||||
Non-current assets | ||||||
Intangible assets and goodwill | | | ||||
Property and equipment |
| 12 |
| | | |
Right-of-use assets |
|
| | | ||
Deferred tax assets |
|
| | | ||
Other non-current assets | 13 | | | |||
Total non-current assets |
| | | |||
Current assets |
|
| ||||
Inventories |
|
| | | ||
Trade and other receivables |
|
| | | ||
Other assets |
| 13 |
| | | |
Cash and cash equivalents |
| | | |||
Total current assets |
| | | |||
Total assets |
| | | |||
|
| |||||
Shareholders’ equity and liabilities |
|
| ||||
Subscribed capital |
|
| | | ||
Capital reserve |
| 14 |
| | | |
Accumulated Deficit |
| ( | ( | |||
Accumulated other comprehensive income |
| | ( | |||
Total shareholders’ equity |
| | | |||
|
| |||||
Non-current liabilities |
|
| ||||
Provisions |
|
| | | ||
Lease liabilities |
|
| | | ||
Deferred tax liabilities |
|
| | | ||
Total non-current liabilities |
| | | |||
Current liabilities | ||||||
Borrowings | 10 | — | | |||
Tax liabilities | | | ||||
Lease liabilities |
|
| | | ||
Contract liabilities |
|
| | | ||
Trade and other payables |
| | | |||
Other liabilities |
|
| | | ||
Total current liabilities |
| | | |||
Total liabilities |
| | | |||
Total shareholders’ equity and liabilities |
| | |
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)
|
|
|
| Foreign |
| |||||||
currency | Total | |||||||||||
Subscribed | Capital | Accumulated | Hedging | translation | shareholders’ | |||||||
(in € thousands) | capital | reserve | deficit | reserve | reserve | equity | ||||||
Balance as of July 1, 2023 |
| |
| |
| ( |
| — | |
| | |
Net loss |
| — |
| — |
| ( |
| — | — |
| ( | |
Other comprehensive income |
| — |
| — |
| — |
| ( | ( |
| ( | |
Comprehensive loss |
| — |
| — |
| ( |
| ( | ( |
| ( | |
Share-based compensation |
| — | | — | — | — | | |||||
Balance as of December 31, 2023 |
| |
| |
| ( |
| ( | |
| | |
Balance as of July 1, 2024 | | |
| ( |
| — | |
| | |||
Net loss | — |
| — |
| ( |
| — | — |
| ( | ||
Other comprehensive loss | — |
| — |
| — |
| ( | |
| ( | ||
Comprehensive loss | — |
| — |
| ( |
| ( | |
| ( | ||
Reclassification due to cash settlement of share-based compensation | — | ( | — | — | — | ( | ||||||
Share-based compensation | — | | — | — | — | | ||||||
Balance as of December 31, 2024 | | | ( | ( | | |
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)
Six months ended December 31, | ||||||
(in € thousands) |
| Note |
| 2023 | 2024 | |
Net loss | ( |
| ( | |||
Adjustments for |
|
|
| |||
Depreciation and amortization |
|
| | | ||
Finance costs, net |
|
| | | ||
Share-based compensation |
|
| | | ||
Income tax benefit |
|
| ( | ( | ||
Change in operating assets and liabilities |
|
|
| |||
Increase in inventories |
|
| ( | ( | ||
Decrease (increase) in trade and other receivables |
| ( | | |||
Decrease in other assets |
|
| | | ||
Increase in other liabilities |
|
| | | ||
(Decrease) increase in contract liabilities |
| | ( | |||
(Decrease) increase in trade and other payables |
| | ( | |||
Income taxes paid |
| ( | ( | |||
Net cash used in operating activities |
| ( | ( | |||
Expenditure for property and equipment and intangible assets |
| ( | ( | |||
Net cash (used in) investing activities |
| ( | ( | |||
Interest paid |
|
| ( | ( | ||
Proceeds from borrowings | | | ||||
Cash settlement of share-based compensation | — | ( | ||||
Payment of lease liabilities | ( | ( | ||||
Net cash inflow (outflow) from financing activities |
| ( | | |||
Net decrease in cash and cash equivalents |
| ( | ( | |||
Cash and cash equivalents at the beginning of the period |
| | | |||
Effects of exchange rate changes on cash and cash equivalents |
| ( | | |||
Cash and cash equivalents at end of the period |
| | |
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 a holding company. Through its subsidiary Mytheresa Group GmbH (“MGG”), Mytheresa Group operates a digital platform for the global luxury fashion 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 December 31, 2024,
The interim consolidated financial statements of Mytheresa Group were authorized for issue by the Management Board on February 11, 2025.
2.Basis of preparation
These interim condensed consolidated financial statements as of and for the three months and six months ended December 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, 2024, 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.
The comparative information is revised on account of revision of comparative figures. Please see Note 6.
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 have affected customer prices, and Mytheresa Group considers 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 high interest rates and customer uncertainties may contribute to a potential recession in certain markets, leading to a temporary negative impact on overall customer demand.
11
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 was visible in the three and six months ended December 31, 2024 and is expected to continue. 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 2024.
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 2024.
6.Revision of comparative figures
In the company’s application of IFRS 15 Revenue from Contracts with Customers, the measurement of the breakage amount for certain vouchers issued to customers was incorrectly determined for the periods 2021, 2022 and 2023. To correct for the effects of this error, which is immaterial for all prior periods, the comparative figures for the three and six months ended December 31, 2023 have been revised as follows:
● | In the consolidated statements of loss and comprehensive loss for the three and six months ended December 31, 2023, net sales and decreased by € |
● | In the consolidated statements of changes in equity, accumulated deficit and accordingly, total shareholders’ as of July 1, 2023 decreased by € |
● | In the consolidated statements of cashflow for the six months ended December 31, 2023 Net loss increased by € |
7.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.
12
The following is a reconciliation of the Company’s segment EBITDA to consolidated net income.
| Three months ended December 31, 2023 | |||||||||
(in € thousands) |
| Online |
| Retail Stores |
| Segments total |
| Reconciliation(1) |
| IFRS consolidated |
Net sales |
| |
| |
| |
| — |
| |
Segment EBITDA |
| |
| |
| |
| ( |
| ( |
Depreciation and amortization |
|
|
|
|
|
|
| ( | ||
Finance costs, net |
|
|
|
|
|
|
| ( | ||
Income tax benefit |
|
|
|
|
|
|
| | ||
Net loss |
|
|
|
|
|
|
| ( |
| Six months ended December 31, 2023 | |||||||||
(in € thousands) |
| Online |
| Retail Stores |
| Segments total |
| Reconciliation(1) |
| IFRS consolidated |
Net sales |
| |
| |
| |
| — |
| |
Segment EBITDA |
| |
| |
| |
| ( |
| ( |
Depreciation and amortization |
|
|
|
|
|
|
| ( | ||
Finance costs, net |
|
|
|
|
|
|
|
| ( | |
Income tax benefit |
|
|
|
|
|
|
|
|
| |
Net loss |
|
|
|
|
|
|
| ( |
| Three months ended December 31, 2024 | |||||||||
(in € thousands) |
| Online |
| Retail Stores |
| Segments total |
| Reconciliation(2) |
| IFRS consolidated |
Net sales |
| |
| |
| |
| — |
| |
Segment EBITDA |
| |
| |
| |
| ( |
| |
Depreciation and amortization |
|
|
|
|
|
|
|
| ( | |
Finance costs, net |
|
|
|
|
|
|
|
| ( | |
Income tax benefit |
|
|
|
|
|
|
|
| ( | |
Net loss |
|
|
|
|
|
|
|
| ( |
| Six months ended December 31, 2024 | |||||||||
(in € thousands) |
| Online |
| Retail Stores |
| Segments total |
| Reconciliation(2) |
| IFRS consolidated |
Net sales |
| |
| |
| |
| — |
| |
Segment EBITDA |
| |
| |
| |
| ( |
| ( |
Depreciation and amortization |
| ( | ||||||||
Finance costs, net |
| ( | ||||||||
Income tax benefit |
|
|
|
|
|
|
| | ||
Net loss |
|
|
|
|
|
|
| ( |
(1) | During the three and six months ended December 31, 2023, there were € |
(2) | During the three and six months ended December 31, 2024, there were € |
13
8.Net sales and geographic information
Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the
The following table provides Mytheresa Group’s net sales by geographic location:
For the three months ended December 31, |
| ||||||||
(in € thousands) |
| 2023 |
| 2024 |
| ||||
Germany | |
| | % | |
| | % | |
United States |
| |
| | % | |
| | % |
Europe (excluding Germany) (*) |
| |
| | % | |
| | % |
Rest of the world |
| |
| | % | |
| | % |
| |
| | % | |
| | % |
For the six months ended December 31, |
| ||||||||
(in € thousands) |
| 2023 |
| 2024 |
| ||||
Germany |
| |
| | % | |
| | % |
United States |
| |
| | % | |
| | % |
Europe (excluding Germany) (*) |
| |
| | % | |
| | % |
Rest of the world |
| |
| | % | |
| | % |
| |
| | % | |
| | % |
(1)
(*)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
Application of hedge accounting resulted in €
9.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 December 31, |
| Six Months Ended December 31, | |||||
(in € thousands) |
| 2023 |
| 2024 |
| 2023 |
| 2024 |
Inventory write-downs |
| ( |
| ( |
| ( |
| ( |
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.
14
10.Finance costs, net
The following table provides Mytheresa Group’s Finance costs, net:
Three Months Ended December 31, | Six Months Ended December 31, | |||||||
(in € thousands) |
| 2023 |
| 2024 |
| 2023 | 2024 | |
Interest expenses on revolving credit facilities |
| ( |
| ( |
| ( | ( | |
Interest expenses on leases |
| ( |
| ( |
| ( | ( | |
Total finance costs |
| ( |
| ( |
| ( | ( | |
Other interest income | — | — | | — | ||||
Total finance income |
| — |
| — |
| | — | |
Finance costs, net |
| ( |
| ( |
| ( | ( |
Mytheresa Group utilized €
11.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 original best estimate of the effective rate.
| Three Months Ended December 31, |
| Six Months Ended December 31, |
| |||||
(in %) |
| 2023 |
| 2024 |
| 2023 |
| 2024 |
|
Effective tax rate |
| | % | ( | % | | % | | % |
The change in the effective tax rate and tax expense for the three and six months ended December 31, 2023, and 2024, was primarily driven by share-based compensation (SBC) expenses, which are non-deductible for tax purposes. For the three months ended December 31, 2024, a Loss before income taxes was reported; however, excluding the impact of SBC, the result would have been a Profit before income taxes. This resulted in a tax expense despite the reported loss, leading to a negative effective tax rate for the period.
12.Property and equipment
Property and equipment decreased from €
15
13.Other assets
Details of other assets consist of the following:
(in € thousands) |
| June 30, 2024 |
| December 31, 2024 |
Right of return assets |
| |
| |
Current VAT receivables | — | | ||
Prepaid expenses |
| |
| |
Receivables against payment service providers | | | ||
Advanced payments | |
| | |
Deposits | | | ||
DDP duty drawbacks (1) | | | ||
Other current assets (2) | | | ||
| |
| |
(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 other non-current assets consist of the following:
(in € thousands) |
| June 30, 2024 |
| December 31, 2024 |
Other non-current receivables | | | ||
Non-current deposits | | | ||
Non-current prepaid expenses (1) | | | ||
| |
(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. |
14.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, 2023 and 2024 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 and on July 1, 2024 certain stock options were granted to selected key management members under the new 2023 Omnibus Incentive Compensation Plan on the 8th of November 2023. 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.
16
i) | IPO Related One-Time Award Package |
Alignment Grant
Under 2020 Omnibus Incentive Compensation Plan share-based payment program, options were granted to selected key management members. The options vest and become exercisable with respect to
Restoration Grant
Under 2020 Omnibus Incentive Compensation Plan share-based payment program, phantom shares were granted to selected key management members. Each phantom share represents the right of the grantee to receive
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 |
| | | |
Vesting conditions |
| The restoration awards are fully vested on the Grant Date. |
ii) | Annual Plan |
Supervisory Board Members Plan
On May 8, 2023,
On September 5, 2023,
On November 8, 2023,
17
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 | May 8, 2023 |
| September 5, 2023 |
| November 8, 2023 | |
Number granted |
| |
| |||
Vesting conditions |
| The restricted share Units vested in full on May 8, 2024 | The restricted share Units are vested in full on September 5, 2024 |
| The restricted share Units are vested in full on November 8, 2024 |
Long-Term Incentive Plan
On July 1, 2021,
The non-market performance RSUs vested after
On July 1, 2022,
The non-market performance RSUs will vest after
On July 1, 2023,
The non-market performance RSUs will vest after
18
On July 1,2023,
Additionally, on December 15, 2023,
On July 1, 2024,
The non-market performance RSUs will vest after
On July 1, 2024,
On October 1, 2024,
The following table summarizes the main features of time-vesting RSUs under the annual plan:
Type of | Key Management Members | |||||||||
arrangement |
| Long-Term Incentive Plan | ||||||||
Type of Award | Time-vesting RSUs | |||||||||
Service commencement date | July 1, 2021 |
| July 1, 2022 |
| July 1, 2023 |
| July 1, 2024 |
| Oct. 1, 2024 | |
Grant date | July 1, 2021 | July 1, 2022 | Nov. 8, 2023 | July 1, 2024 | Oct. 1, 2024 | |||||
Number granted | | | ||||||||
Vesting conditions | Graded vesting of of the time vesting RSUs over the next | Graded vesting of of the time vesting RSUs over the next | Graded vesting of of the time vesting RSUs over the next | Graded vesting of of the time vesting RSUs over the next | Vest in full on July 1, 2025 |
19
The following table summarizes the main features non-market performance RSUs and stock option awards under the annual plan:
Type of |
| Key Management Members | ||||||||||
arrangement | Long-Term Incentive Plan | |||||||||||
Type of Award |
| Non-market performance RSUs |
| Stock options | ||||||||
Service commencement date | July 1, 2021 |
| July 1, 2022 |
| July 1, 2023 |
| July 1, 2024 |
| July 1, 2023 |
| July 1, 2024 | |
Grant date | July 1, 2021 | July 1, 2022 | Nov. 8, 2023 | July 1, 2024 | Various dates1 | July 1, 2024 | ||||||
Number granted | | | | | | | ||||||
Vesting conditions | Graded vesting of of the granted share options in each of the next | Graded vesting of of the granted share options in each of the next |
(1) | The award is composed of 2 separate grants: |
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
On May 17, 2024 the Company commenced its second open enrollment period for its Employee Share Purchase Program. The expense that was recorded in equity, displaying the contribution of Mytheresa to the employees, amounted to €
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 | $ | | $ | | $ | | ||||
Exercise price | $ | | $ | | $ | | ||||
Weighted average share price | $ | | $ | | $ | | ||||
Expected volatility |
| | % |
| | % |
| | % | |
Expected life |
| | years |
| | years |
| | years | |
Risk free rate |
| % |
| % |
| % | ||||
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.
20
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.
| Grant date |
| Grant date |
| Grant date |
| ||||
Black Scholes Model - Weighted Average Values | November 8, 2023 | December 15, 2023 |
| July 1, 2024 |
| |||||
Weighted average fair value | $ | | $ | | $ | | ||||
Exercise price | $ | | $ | | $ | | ||||
Weighted average share price | $ | | $ | | $ | | ||||
Expected volatility |
| | % |
| | % |
| | % | |
Expected life |
| | years |
| | years |
| | years | |
Risk free rate |
| | % |
| | % |
| | % | |
Expected dividends |
| — |
| — |
| — |
For the options granted before June 30, 2024, 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.
For the options granted after June 30, 2024, expected volatility has been based on an evaluation of the historical volatility of the Company’s own shares, 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
c)Share-based compensation expense recognized
Amounts recognized for share based payment programs were as follows:
Six Months Ended | ||||
December 31, | ||||
(in € thousands) |
| 2023 |
| 2024 |
Classified within capital reserve (beginning of year) |
| |
| |
Expense related to: |
| |
| |
Share Options (Alignment Grant) |
| |
| |
Share Options (LTI) | | | ||
Restricted Shares |
| — |
| |
Restricted Share Units |
| |
| |
Classified within capital reserve (end of year) |
| |
| |
During the six months ended December 31, 2024, the Company withheld
21
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 | ||||
Wtd. Average | ||||
Options | Exercise Price (USD) | |||
June 30, 2023 |
| |
| |
forfeited |
| — |
| N/A |
exercised |
| — |
| N/A |
December 31, 2023 |
| |
| |
June 30, 2024 |
| |
| |
forfeited |
| ( |
| |
exercised |
| — |
| N/A |
December 31, 2024 |
| |
| |
The range of exercise prices for the share options outstanding as of December 31, 2024 is between
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 | ||||
Wtd. Average | ||||
Options | Exercise Price (USD) | |||
June 30, 2023 |
| — |
| — |
forfeited |
| — |
| N/A |
granted | | | ||
December 31, 2023 | | | ||
June 30, 2024 | | | ||
exercised | ( | | ||
granted |
| |
| |
December 31, 2024 |
| |
| |
The range of exercise prices for the share options outstanding as of December 31, 2024 is between
22
15.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, 2024 were as follows:
| Year ended June 30, 2024 | |||||||||
|
| Categories |
| Category in |
|
| Fair value | |||
Carrying | outside of | accordance | Fair | hierarchy | ||||||
(in € thousands) | amount | IFRS 9 | with IFRS 9 | value | level | |||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
Non-current financial assets |
|
|
|
|
|
|
|
|
|
|
Non-current deposits | | — | Amortized cost | — | — | |||||
Current financial assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
| |
| — |
| Amortized cost |
| — |
| — |
Cash and cash equivalents |
| |
| — |
| Amortized cost |
| — |
| — |
Other assets |
| |
| |
|
|
|
|
| |
thereof deposits |
| |
| — |
| Amortized cost |
| — |
| — |
thereof other financial assets |
| |
| — |
| Amortized cost |
| — |
| — |
Financial liabilities |
| |||||||||
Non-current financial liabilities |
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
| |
| |
| N/A |
| — |
| — |
Current financial liabilities |
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
| |
| |
| N/A |
| — |
| — |
Trade and other payables |
| |
| — |
| Amortized cost |
| — |
| — |
Other liabilities |
| |
| |
|
|
|
|
| |
thereof other financial liabilities |
| |
| — |
| Amortized cost |
| — |
| — |
23
Financial instruments as of December 31, 2024 were as follows:
| December 31, 2024 | |||||||||
|
| Categories |
| Category in |
|
| Fair value | |||
Carrying | outside of | accordance | Fair | hierarchy | ||||||
(in € thousands) | amount | IFRS 9 | with IFRS 9 | value | level | |||||
Financial assets |
|
|
|
|
|
|
|
|
|
|
Non-current financial assets | ||||||||||
Non-current deposits | | — | Amortized cost | — | — | |||||
Current financial assets |
|
|
|
|
|
|
|
|
|
|
Trade and other receivables |
| |
| — |
| Amortized cost |
| — |
| — |
Cash and cash equivalents |
| |
| — |
| Amortized cost |
| — |
| — |
Other assets |
| |
| |
|
| — |
| — | |
thereof deposits |
| |
| — |
| Amortized cost |
| — |
| — |
thereof derivatives (hedge accounting) | | N/A | | Level 2 | ||||||
thereof other financial assets |
| |
| — |
| Amortized cost |
| — |
| — |
Financial liabilities |
| |||||||||
Non-current financial liabilities |
|
|
|
|
|
|
|
|
|
|
Lease liabilities |
| |
| |
| N/A |
| — |
| — |
Current financial liabilities |
|
|
|
|
|
|
|
|
|
|
Borrowings | | — | Amortized cost | — | — | |||||
Lease liabilities |
| |
| |
| N/A |
| — |
| — |
Trade and other payables |
| |
| — |
| Amortized cost |
| — |
| — |
Other liabilities |
| |
| |
|
|
|
|
| |
thereof derivatives (hedge accounting) | | N/A | | Level 2 | ||||||
thereof other financial liabilities |
| |
| — |
| 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
As Mytheresa Group does
As of December 31, 2024, Mytheresa Group has recorded €
24
16.Business combinations
Pending acquisition of YNAP
On October 7, 2024, the Company (Mytheresa) and Richemont Italia Holding S.P.A signed an agreement for Mytheresa to acquire
● | Richemont Italia Holding S.P.A will sell YNAP to Mytheresa with a cash position of € |
● | Mytheresa will issue shares to Richemont Italia Holding S.P.A representing |
● | Richemont International Holding S.A. will provide YNAP with a |
● | The transaction remains subject to regulatory approvals and other customary closing conditions, and the parties expect to complete the acquisition in the 1st half of calendar year 2025. |
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 12, 2024 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 12, 2024. 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 multi-brand digital platform for the global luxury consumer shipping to over 130 countries. We offer one of the finest edits in luxury, curated from up to 250 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. We are more than just a luxury e-commerce platform. We build a community for luxury enthusiasts and create desirability with digital and physical experiences. Our more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global leader in the luxury multi-brand digital sector.
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.
Inflationary pressures have affected customer prices, and Mytheresa Group considers 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 high interest rates and customer uncertainties may contribute to a potential recession in certain markets, leading to a temporary negative impact on overall customer demand.
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 was visible in the three and six months ended December 31, 2024 and is expected to continue. Nevertheless, the current stance is that the management does not
26
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.
Fluctuations in the results of operations for the three and six months ended December 31, 2023 and 2024 may be related to seasonality in Mytheresa Group’s business, such as shifts in overall sale seasons. Seasonality in Mytheresa Group’s business thus does not follow that of traditional retailers, such as the typical concentration of net sales in the holiday quarter since the business is worldwide.
Pending Acquisition of YNAP
On the 7th of October, 2024, Mytheresa announced that it had entered into a definitive agreement with Richemont Italia Holding S.P.A to acquire YOOX Net-a-Porter Group S.p.A (“YNAP”). Under the terms of the agreement:
● | Richemont Italia Holding S.P.A will sell YNAP to Mytheresa with a cash position of €555 million and no financial debt, subject to customary closing adjustments. |
● | Mytheresa will issue shares to Richemont representing 33% of Mytheresa’s fully diluted share capital as consideration for the transaction. |
● | Richemont International Holding S.A. will provide a €100 million revolving credit facility (RCF) to YNAP. |
● | The transaction remains subject to regulatory approvals and other customary closing conditions, with an expected completion in the 1st half of calendar year 2025. |
Since the disclosure in our Form 6-K filed on November 19, 2024, the acquisition process has progressed as planned. Mytheresa continues to engage with regulatory authorities and other stakeholders to fulfil all closing conditions. The Company remains focused on integration planning, ensuring that once the transaction is finalized, the combined entity is well-positioned to drive long-term growth and operational synergies. We will provide further updates as material developments occur.
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 | Six Months Ended |
| |||||||||||
December 31, | December 31, | December 31, | December 31, |
| |||||||||
(in millions) |
| 2023(4) |
| 2024 |
| 2023(4) |
| 2024 |
| ||||
Gross Merchandise Value (GMV) (1) |
| € | 218.7 |
| € | 244.7 |
| € | 422.5 |
| € | 461.2 | |
Active customer (LTM in thousands)(2) |
| 856 |
| 843 |
| 856 |
| 843 | |||||
Total orders shipped (LTM in thousands)(2) |
| 2,037 |
| 2,089 |
| 2,037 |
| 2,089 | |||||
Average order value (LTM)(2) |
| 672 |
| 736 |
| 672 |
| 736 | |||||
Net sales |
| € | 196.6 |
| € | 223.0 |
| € | 384.1 |
| € | 424.7 | |
Gross profit |
| € | 97.9 |
| € | 113.6 |
| € | 177.4 |
| € | 202.2 | |
Gross profit margin |
| 49.8 | % | 50.9 | % | 46.2 | % | 47.6 | % | ||||
Operating Loss |
| € | (4.8) |
| € | (2.5) |
| € | (18.2) |
| € | (32.6) | |
Operating Loss margin |
| (2.4) | % | (1.1) | % | (4.8) | % | (7.7) | % | ||||
Net Loss |
| € | (5.8) |
| € | (4.7) |
| € | (18.0) |
| € | (28.2) | |
Net Loss margin |
| (3.0) | % | (2.1) | % | (4.7) | % | (6.6) | % | ||||
Adjusted EBITDA(3) |
| € | 7.5 |
| € | 16.2 |
| € | 6.4 |
| € | 19.1 | |
Adjusted EBITDA margin(3) |
| 3.8 | % | 7.3 | % | 1.7 | % | 4.5 | % | ||||
Adjusted Operating income (loss)(3) |
| € | 3.7 |
| € | 12.2 |
| € | (0.9) |
| € | 11.1 | |
Adjusted Operating income (loss) margin(3) |
| 1.9 | % | 5.5 | % | (0.2) | % | 2.6 | % | ||||
Adjusted Net income (loss)(3) |
| € | 2.7 |
| € | 10.6 |
| € | (0.6) |
| € | 16.0 | |
Adjusted Net income (loss) margin(3) |
| 1.3 | % | 4.8 | % | (0.2) | % | 3.8 | % |
(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. |
27
(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. |
(4) | The comparative information is revised on account of revision of comparative figures. Please see Note 6. |
The following tables set forth the reconciliations of net loss to EBITDA and adjusted EBITDA, operating income (loss) to adjusted operating income (loss) and net loss to adjusted net income and their corresponding margins as a percentage of net sales:
Three Months Ended | Six Months Ended |
| |||||||||||
December 31, | December 31, | December 31, | December 31, |
| |||||||||
(in € millions) |
| 2023(4) |
| 2024 |
| 2023(4) |
| 2024 |
| ||||
Net Loss | € | (5.8) | € | (4.7) | € | (18.0) | € | (28.2) | |||||
Finance costs, net | € | 1.2 | € | 2.0 | € | 2.2 | € | 3.2 | |||||
Income tax expense (benefit) | € | (0.2) | € | 0.2 | € | (2.5) | € | (7.5) | |||||
Depreciation and amortization | € | 3.8 | € | 3.9 | € | 7.2 | € | 11.1 | |||||
thereof depreciation of right-of use assets | € | 2.4 | € | 2.4 | € | 4.7 | € | 4.8 | |||||
thereof impairment loss on property plant and equipment(3) | — | — | — | € | 3.1 | ||||||||
EBITDA | € | (0.9) | € | 1.4 | € | (11.0) | € | (21.5) | |||||
Other transaction-related, certain legal and other expenses(1) | € | 3.6 | € | 9.6 | € | 6.1 | € | 31.0 | |||||
Share-based compensation(2) | € | 4.9 | € | 5.1 | € | 11.3 | € | 9.6 | |||||
Adjusted EBITDA | € | 7.5 | € | 16.2 | € | 6.4 | € | 19.1 | |||||
Reconciliation to Adjusted EBITDA Margin |
|
|
|
| |||||||||
Net sales | € | 196.6 | € | 223.0 | € | 384.1 | € | 424.7 | |||||
Adjusted EBITDA margin | 3.8 | % | 7.3 | % | 1.7 | % | 4.5 | % |
Three Months Ended | Six Months Ended |
| |||||||||||
December 31, | December 31, | December 31, | December 31, |
| |||||||||
(in € millions) |
| 2023(4) |
| 2024 |
| 2023(4) |
| 2024 |
| ||||
Operating loss | € | (4.8) | € | (2.5) |
| € | (18.2) | € | (32.6) | ||||
Other transaction-related, certain legal and other expenses(1) | € | 3.6 | € | 9.6 |
| € | 6.1 | € | 31.0 | ||||
Share-based compensation(2) | € | 4.9 | € | 5.1 |
| € | 11.3 | € | 9.6 | ||||
Impairment loss on property and equipment (3) |
| — |
| — |
| — | € | 3.1 | |||||
Adjusted Operating income (loss) | € | 3.7 | € | 12.2 |
| € | (0.9) | € | 11.1 | ||||
Reconciliation to Adjusted Operating income Margin |
|
|
|
|
|
|
|
| |||||
Net sales | € | 196.6 | € | 223.0 |
| € | 384.1 | € | 424.7 | ||||
Adjusted Operating income (loss) margin |
| 1.9 | % |
| 5.5 | % | (0.2) | % |
| 2.6 | % |
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Three Months Ended | Six Months Ended |
| |||||||||||
December 31, | December 31, | December 31, | December 31, | ||||||||||
(in € thousands) |
| 2023(4) |
| 2024 |
| 2023(4) |
| 2024 |
| ||||
Net Loss | € | (5.8) | € | (4.7) |
| € | (18.0) | € | (28.2) | ||||
Other transaction-related, certain legal and other expenses (1) | € | 3.6 | € | 10.1 |
| € | 6.1 | € | 31.5 | ||||
Share-based compensation (2) | € | 4.9 | € | 5.1 |
| € | 11.3 | € | 9.6 | ||||
Impairment loss on property and equipment (3) |
| — |
| — |
| — | € | 3.1 | |||||
Adjusted Net income (loss) | € | 2.7 | € | 10.6 |
| € | (0.6) | € | 16.0 | ||||
Reconciliation to Adjusted Net income Margin |
|
|
|
|
|
|
|
| |||||
Net sales | € | 196.6 | € | 223.0 |
| € | 384.1 | € | 424.7 | ||||
Adjusted Net income margin |
| 1.3 | % |
| 4.8 | % | (0.2) | % |
| 3.8 | % |
(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, (iii) other non-recurring expenses incurred in connection with the costs of closing distribution center in Heimstetten, Germany and (iv) finance costs in the form of RCF amendment fees. |
(2) | Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. Our methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA, Adjusted Operating income and Adjusted Net income includes both share-based compensation expense connected to the IPO and share-based compensation expense recognized in connection with grants under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management members and share-based compensation expense due to Supervisory Board Members Plans. We do not consider share-based compensation expense to be indicative of our core operating performance. For further information about how we calculate these measures and limitations of its use, see our annual report on Form 20-F filed on September 12, 2024. |
(3) | Included in depreciation and amortization is an impairment loss recognized, in accordance with IAS 36, on property plant and equipment utilized in the Heimstetten distribution center, which was closed in August 2024. |
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 fiscal year 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 fiscal year 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.
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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 and GMV.
Adjusted Operating income and Adjusted Operating income margin
Adjusted Operating income is a non-IFRS financial measure that we calculate as operating income, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Operating income margin is a non-IFRS financial measure which is calculated in relation to net sales and GMV.
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 and GMV.
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 in relation to establishing our new distribution center in Leipzig, Germany. Adjusted shipping and payment cost ratio is a non-IFRS measure which is calculated in relation to net sales and 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 net sales and GMV.
Adjusted depreciation and amortization
Adjusted depreciation and amortization is a non-IFRS financial measure that we calculate as depreciation and amortization adjusted to exclude impairment losses recognized on property and equipment. Adjusted Depreciation ratio is a non-IFRS measure which is calculated in relation to net sales and GMV.
Adjusted finance costs, net
Adjusted finance costs, net is a non-IFRS financial measure that we calculate as finance cost, net adjusted to exclude Other transaction-related, certain legal and other expenses which include RCF amendment fees. Adjusted finance cost, net ratio is a non-IFRS measure which is calculated in relation to net sales and 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’’.
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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, 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 physical money-can’t-buy experiences, develop exclusive capsule collections with some of the most luxurious brands and produce 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.
Growth of Online Luxury
According to the 2024 Bain Study, the online penetration of luxury personal goods is expected to increase from 20% to 33% from 2023 to 2030. 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 online shift, 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 €460-500 billion by 2030, more than double its size in 2020, according to Bain & Company’s Luxury Goods Worldwide Market Monitor (Fall 2024) (the “2024 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. In the fourth quarter of fiscal year 2023 we introduced certified pre - owned luxury watches in collaboration with Bucherer and extension of fine jewelry assortment. 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.
31
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 distribution center in Leipzig, and infrastructure 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.
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 Mytheresa Group distribution center; 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.
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 and monetization revenues 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.
32
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, and other personnel-related costs for all departments within the Company, including fulfillment and marketing operations, creative content production, IT, buying, and general corporate functions. General and administrative expenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, Share-based compensation expense 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, amortization of technology and other intangible assets and impairment losses recognized in accordance with IAS 36.
Other income (expense), net
principally consists of gains or losses from foreign currency fluctuations, gains or losses on disposal of property and equipment and other miscellaneous expenses and income.
Finance costs, net
in fiscal year 2024 consists of our finance costs related to interest expense on our leases as well as on our Revolving Credit Facilities.
Finance costs, net in fiscal year 2025 consists of our finance costs related to interest expense on our leases as well as on our Revolving Credit Facility with have with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P. Morgan Chase SE. As at December 31, 2024 we utilized €40.6 million and provided guarantees of €8.3 million under the €75.0 million Revolving Credit Facility.
33
Results of Operations
Three Months Ended | Six Months Ended | |||||||
(in € thousands) |
| December 31, 2023 |
| December 31, 2024 |
| December 31, 2023 |
| December 31, 2024 |
Net sales |
| 196,630 |
| 222,985 |
| 384,096 |
| 424,685 |
Cost of sales, exclusive of depreciation and amortization |
| (98,695) |
| (109,399) |
| (206,673) |
| (222,467) |
Gross profit |
| 97,935 |
| 113,585 |
| 177,423 |
| 202,219 |
Shipping and payment cost |
| (32,513) |
| (33,698) |
| (60,825) |
| (63,058) |
Marketing expenses |
| (23,458) |
| (30,076) |
| (47,157) |
| (55,069) |
Selling, general and administrative expenses |
| (42,012) |
| (48,726) |
| (80,439) |
| (104,739) |
Depreciation and amortization |
| (3,842) |
| (3,929) |
| (7,238) |
| (11,057) |
Other expense, net |
| (887) |
| 302 |
| (13) |
| (876) |
Operating loss |
| (4,777) |
| (2,543) |
| (18,249) |
| (32,580) |
Finance costs, net |
| (1,197) |
| (1,953) |
| (2,205) |
| (3,174) |
Loss before income taxes |
| (5,974) |
| (4,496) |
| (20,455) |
| (35,753) |
Income tax (expense) benefit |
| 161 |
| (193) |
| 2,468 |
| 7,542 |
Net loss |
| (5,813) |
| (4,689) |
| (17,987) |
| (28,211) |
Three Months Ended | Six Months Ended | ||||||||||||||||
(in € thousands) |
| December 31, 2023 |
| December 31, 2024 |
| December 31, 2023 |
| December 31, 2024 | |||||||||
Gross Merchandise Value (GMV) | 218,699 | 100.0 | % | 244,678 | 100.0 | % | 422,453 | 100.0 | % | 461,234 | 100.0 | % | |||||
|
|
|
|
|
|
|
| ||||||||||
Net sales | 196,630 | 89.9 | % | 222,985 | 91.1 | % | 384,096 | 90.9 | % | 424,685 | 92.1 | % | |||||
Cost of sales, exclusive of depreciation and amortization | (98,695) | (45.1) | % | (109,399) | (44.7) | % | (206,673) | (48.9) | % | (222,467) | (48.2) | % | |||||
Gross profit | 97,935 | 49.8 | % | 113,585 | 50.9 | % | 177,423 | 46.2 | % | 202,219 | 47.6 | % | |||||
Adjusted Shipping and payment cost | (32,179) | (14.7) | % | (33,698) | (13.8) | % | (60,491) | (14.3) | % | (62,964) | (13.7) | % | |||||
Marketing expenses | (23,458) | (10.7) | % | (30,076) | (12.3) | % | (47,157) | (11.2) | % | (55,069) | (11.9) | % | |||||
Adjusted Selling, general and administrative expenses | (33,879) | (15.5) | % | (33,933) | (13.9) | % | (63,386) | (15.0) | % | (64,207) | (13.9) | % | |||||
Adjusted Depreciation and amortization | (3,842) | (1.8) | % | (3,929) | (1.6) | % | (7,238) | (1.7) | % | (7,986) | (1.7) | % | |||||
Other expense, net | (887) | (0.4) | % | 301 | 0.1 | % | (13) | 0.0 | % | (876) | (0.2) | % | |||||
Adjusted Operating income (loss) | 3,690 | 1.9 | % | 12,250 | 5.5 | % | (862) | (0.2) | % | 11,116 | 2.6 | % |
Percentages are in relation to GMV; Gross Profit and Adjusted Operating income (loss) percentages are in relation to Net sales.
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Gross Merchandise Value (GMV)
(in € thousands) | Three Months Ended | Six Months Ended | ||||||
December 31, | December 31, | December 31, | December 31, | |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 | |
Gross Merchandise Value (GMV) | 218,699 | 244,678 | 422,453 | 461,234 |
GMV increased by €26.0 million, or 11.9% for the three months ended December 31, 2024 and by €38.8 million or 9.2% for the six months ended December 31, 2024 compared to prior year periods. Growth in GMV was primarily driven by an increase in our average order value (AOV). 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
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Net sales | 196,630 | 222,985 | 384,096 | 424,685 | |||||
Gross Merchandise Value (GMV) |
| 218,699 |
| 244,678 |
| 422,453 |
| 461,234 | |
Net sales percentage of GMV |
| 89.9 | % | 91.1 | % | 90.9 | % | 92.1 | % |
Net sales increased by €26.4 million, or 13.4% for the three months ended December 31, 2024 and by €40.6 million, or 10.6% for the six months December 31, 2024 compared to prior year periods. The higher net sales growth compared to the GMV growth in the three and six months ended December 31, 2024, 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 December 31, 2024 and 2023.
Cost of sales, exclusive of depreciation and amortization
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Cost of sales, exclusive of depreciation and amortization | (98,695) | (109,399) | (206,673) | (222,467) | |||||
Percentage of Net sales |
| (50.2) | % | (49.1) | % | (53.8) | % | (52.4) | % |
Percentage of GMV |
| (45.1) | % | (44.7) | % | (48.9) | % | (48.2) | % |
Cost of sales, exclusive of depreciation and amortization increased by €10.7 million, or 10.8% for the three months ended December 31, 2024 and by €15.8 million, or 7.6% for the six months ended December 31, 2024 compared to prior year periods. The increase during the periods presented is aligned with GMV and net sales developments.
Gross profit
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
| December 31, |
| December 31, |
| December 31, |
| December 31, |
| |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Gross profit |
| 97,935 |
| 113,585 |
| 177,423 |
| 202,219 | |
Percentage of Net sales |
| 49.8 | % | 50.9 | % | 46.2 | % | 47.6 | % |
Percentage of GMV |
| 44.8 | % | 46.4 | % | 42.0 | % | 43.8 | % |
Gross profit increased by €15.7 million, or 16.0% for the three months ended December 31, 2024, and by €24.8 million, or 14.0% for the six months ended December 31, 2024 compared to prior year periods. The gross margin improved by 110 basis points in the three-month period ended December 31, 2024 and by 140 basis points in the six-month period ended December 31, 2024, driven by a higher share of full-price sales compared to the prior year periods.
35
Shipping and payment costs
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
| December 31, |
| December 31, |
| December 31, |
| December 31, |
| |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Shipping and payment cost |
| (32,513) |
| (33,698) |
| (60,825) |
| (63,058) | |
Percentage of Net sales |
| (16.5) | % | (15.1) | % | (15.8) | % | (14.8) | % |
Percentage of GMV |
| (14.9) | % | (13.8) | % | (14.4) | % | (13.7) | % |
Shipping and payment costs increased by €1.2 million, or 3.6% for the three months ended December 31, 2024 and by €2.2 million, or 3.7% for the six months ended December 31, 2024 compared to prior year periods. The shipping and payment cost ratio in relation to GMV decreased from 14.9% to 13.8% for the three months ended December 31, 2024 and from 14.4% to 13.7% for the six months ended December 31, 2024 driven by an increase in AOV, compared to the prior year periods.
(in € thousands) |
| Three Months Ended |
| Six Months Ended |
| ||||
| December 31, |
| December 31, |
| December 31, |
| December 31, |
| |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Shipping and payment cost | (32,513) |
| (33,698) | (60,825) |
| (63,058) | |||
Other transaction-related, certain legal and other expenses (1) | 334 |
| — | 334 |
| 94 | |||
Adjusted Shipping and payment cost | (32,179) |
| (33,698) | (60,491) |
| (62,964) | |||
Percentage of Net sales | (16.4) | % | (15.1) | % | (15.7) | % | (14.8) | % | |
Percentage of GMV | (14.7) | % | (13.8) | % | (14.3) | % | (13.7) | % |
(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 distribution center in Leipzig, Germany. |
Marketing expenses
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
| December 31, |
| December 31, |
| December 31, |
| December 31, |
| |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Marketing expenses |
| (23,458) |
| (30,076) |
| (47,157) |
| (55,069) | |
Percentage of Net sales |
| (11.9) | % | (13.5) | % | (12.3) | % | (13.0) | % |
Percentage of GMV |
| (10.7) | % | (12.3) | % | (11.2) | % | (11.9) | % |
Marketing expenses increased by €6.6 million, or 28.2% for the three months ended December 31, 2024 and by €7.9 million, or 16.8% for the six months ended December, 2024 compared to the prior year periods.
The increase in the marketing cost ratio in relation to net sales and GMV was driven mainly by an uptick in marketing campaigns and events aimed at attracting high-potential new customers.
Selling, general and administrative expenses
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
| December 31, |
| December 31, |
| December 31, |
| December 31, |
| |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Selling, general and administrative expenses |
| (42,012) |
| (48,726) |
| (80,439) |
| (104,739) | |
Percentage of Net sales |
| (21.4) | % | (21.9) | % | (20.9) | % | (24.7) | % |
Percentage of GMV |
| (19.2) | % | (19.9) | % | (19.0) | % | (22.7) | % |
36
The total selling, general and administrative (SG&A) expenses increased by €6.7 million, or 16.0% for the three months ended December 31, 2024 and by €24.3 million, or 30.2% for the six months ended December, 2024 compared to the prior year periods. The increase was primarily driven by other transaction-related, certain legal and other expenses which stood at €9.6 million and €30.9 million for the mentioned periods respectively.
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
| December 31, |
| December 31, |
| December 31, |
| December 31, |
| |
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Personnel expenses |
| (32,869) |
| (33,181) |
| (63,935) |
| (66,914) | |
thereof fulfilment personnel expense |
| 6,739 |
| 6,536 |
| 13,260 |
| 12,313 | |
Percentage of Net sales |
| (16.7) | % | (14.9) | % | (16.6) | % | (15.8) | % |
Percentage of GMV |
| (15.0) | % | (13.6) | % | (15.1) | % | (14.5) | % |
General and administrative expenses |
| (9,142) |
| (15,546) |
| (16,504) |
| (37,825) | |
Percentage of Net sales |
| (4.6) | % | (7.0) | % | (4.3) | % | (8.9) | % |
Percentage of GMV |
| (4.2) | % | (6.4) | % | (3.9) | % | (8.2) | % |
Selling, general and administrative expenses |
| (42,012) |
| (48,726) |
| (80,439) |
| (104,739) |
General and administrative expenses increased by €6.4 million, or 70.0% for the three months ended December 31, 2024 and by €21.3 million, or 129.2% for the six months ended December 31, 2024 compared to prior year periods, mainly due to other transaction-related, certain legal and other expenses.
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Selling, general and administrative expenses |
| (42,012) |
| (48,726) |
| (80,439) |
| (104,739) | |
Share-based compensation (1) |
| 4,857 |
| 5,147 |
| 11,336 |
| 9,642 | |
Other transaction-related, certain legal and other expenses (2) |
| 3,276 |
| 9,645 |
| 5,718 |
| 30,889 | |
Adjusted SG&A |
| (33,879) |
| (33,933) |
| (63,386) |
| (64,207) | |
Percentage of Net sales |
| (17.2) | % | (15.2) | % | (16.5) | % | (15.1) | % |
Percentage of GMV |
| (15.5) | % | (13.9) | % | (15.0) | % | (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. Our methodology to adjust for share-based compensation and subsequently calculate Adjusted EBITDA, Adjusted Operating income and Adjusted Net income includes both share-based compensation expense connected to the IPO and share-based compensation expense recognized in connection with grants under the Long-Term Incentive Plan (LTI) for the Mytheresa Group key management members and share-based compensation expense due to Supervisory Board Members Plans. We do not consider share-based compensation expense to be indicative of our core operating performance. For further information about how we calculate these measures and limitations of its use, see below. |
(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 our new distribution center in Leipzig. |
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 December 31, 2024 from 15.5% to 13.9% and for the six months ended December 31, 2024 from 15.0% to 13.9% compared to the prior year periods.
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Personnel expenses |
| (32,869) |
| (33,181) |
| (63,935) |
| (66,914) | |
Share-based compensation |
| 4,857 |
| 5,147 |
| 11,336 |
| 9,642 | |
Total Personel expenses excl. SBC |
| (28,012) |
| (28,033) |
| (52,599) |
| (57,272) | |
Percentage of Net sales |
| (14.2) | % | (12.6) | % | (13.7) | % | (13.5) | % |
Percentage of GMV |
| (12.8) | % | (11.5) | % | (12.5) | % | (12.4) | % |
37
Excluding share-based compensation, personnel expenses remained constant for the three months ended December 31, 2024 and increased by €4.7 million, or 8.9% for the six months ended December 31, 2024 compared to the prior year periods. Overall, personnel expenses excluding share-based compensation as a percentage of net sales decreased from 14.2% to 12.6% for the three months ended December 31, 2024 and from 13.7% to 13.5% for the six months ended December 31, 2024.
Depreciation and amortization
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Depreciation and amortization |
| (3,842) |
| (3,929) |
| (7,238) |
| (11,057) | |
Percentage of Net sales |
| (2.0) | % | (1.8) | % | (1.9) | % | (2.6) | % |
Percentage of GMV |
| (1.8) | % | (1.6) | % | (1.7) | % | (2.4) | % |
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 | ||
Depreciation and amortization |
| (3,842) |
| (3,929) |
| (7,238) |
| (11,057) | |
Impairment loss on property and equipment |
| — |
| — |
| — |
| 3,071 | |
Adjusted Depreciation and amortization |
| (3,842) |
| (3,929) |
| (7,238) |
| (7,986) | |
Percentage of Net sales |
| (2.0) | % | (1.8) | % | (1.9) | % | (1.9) | % |
Percentage of GMV |
| (1.8) | % | (1.6) | % | (1.7) | % | (1.7) | % |
Depreciation and amortization expenses increased by €0.1 million, or 2.3% for the three months ended December 31, 2024 and by €3.8 million, or 52.8% for the six months ended December 31, 2024 compared to prior year periods. The €3.8 million increase is largely driven by an impairment loss recognized, in accordance with IAS 36, on property plant and equipment utilized in the Heimstetten distribution center, which was closed in August 2024.
Finance costs, net
The following table provides Mytheresa Group’s Finance income (costs), net:
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Interest expenses on revolving credit facilities |
| (446) |
| (1,277) |
| (701) |
| (1,820) | |
Interest expenses on leases |
| (752) |
| (675) |
| (1,505) |
| (1,354) | |
Total Finance costs |
| (1,197) |
| (1,953) |
| (2,206) |
| (3,174) | |
Other interest income |
| — |
| — |
| 1 |
| — | |
Total Finance income |
| — |
| — |
| 1 |
| — | |
Finance costs, net |
| (1,197) |
| (1,953) |
| (2,205) |
| (3,174) | |
Percentage of Net sales |
| (0.6) | % | (0.9) | % | (0.6) | % | (0.7) | % |
Percentage of GMV |
| (0.5) | % | (0.8) | % | (0.5) | % | (0.7) | % |
(in € thousands) |
| Three Months Ended |
| Six Months Ended |
| ||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Finance costs, net | (1,197) |
| (1,953) | (2,205) |
| (3,174) | |||
Other transaction-related, certain legal and other expenses | — |
| 500 | — |
| 500 | |||
Adjusted finance costs, net | (1,197) |
| (1,453) | (2,205) |
| (2,674) | |||
Percentage of Net sales | (0.6) | % | (0.7) | % | (0.6) | % | (0.6) | % | |
Percentage of GMV | (0.5) | % | (0.6) | % | (0.5) | % | (0.6) | % |
38
Finance costs, net increased by €0.8 million, or 63.2% for the three months ended 31 December 2024 and by €1.0 million, or 43.9% for the six months ended December 31, 2024 compared to prior year periods. Finance costs, net for the three months ended 31 December 2024 and six months ended 31 December 2024 were higher as we had utilized bank borrowings amounting to €40.6 million at the end of the period compared to €4.9 million as at December 31, 2023.
Included in Other transaction-related, certain legal and other expenses for the six months ended 31 December 2024 are costs to the amount of €0.5 million which were incurred in order amend the RCF agreement, to allow for a business combination. These fees were classified as finance costs and expensed as incurred.
Income tax (expense) benefit
(in € thousands) | Three Months Ended | Six Months Ended |
| ||||||
December 31, | December 31, | December 31, | December 31, |
| |||||
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| |
Income tax (expense) benefit |
| 161 |
| (193) |
| 2,468 |
| 7,542 | |
Percentage of Net sales |
| 0.1 | % | (0.1) | % | 0.6 | % | 1.8 | % |
Percentage of GMV |
| 0.1 | % | (0.1) | % | 0.6 | % | 1.6 | % |
Income tax benefit for the six months ended December 31, 2024 is driven by the deferred tax benefit of €6.5 million and current tax benefit of €1.1 million.
The change in the effective tax rate and tax expense for the three and six months ended December 31, 2023, and 2024, was primarily driven by share-based compensation (SBC) expenses, which are non-deductible for tax purposes. For the three months ended December 31, 2024, a Loss before income taxes was reported; however, excluding the impact of SBC, the result would have been a Profit before income taxes. This resulted in a tax expense despite the reported loss, leading to a negative effective tax rate for the period.
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 distribution center in Leipzig, capital improvements to our facilities and headquarters and IT licenses.
Our primary sources of liquidity are cash generated from our operations, available cash and cash equivalents, and our Revolving Credit Facility, which has a combined credit line of €75 million. We typically utilize our Revolving Credit Facility when needed to manage seasonal fluctuations in our business. As of December 31, 2024, we had drawn €40.6 million under our Revolving Credit Facility for working capital and general corporate purposes. In addition, Mytheresa Group had provided guarantees totaling €8.3 million under the €75.0 million facility as of December 31, 2024.
As of December 31, 2024, our cash and cash equivalents were €13.8 million, and approximately 85% of our cash and cash equivalents were held in Germany, of which approximately 5%, and 3% were denominated in U.S. Dollars and Swiss Francs, respectively. No other currency held in Germany accounted for more than 10 % of our cash and cash equivalents. Approximately 15% 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.
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.
Under the Revolving Credit Facility, we have financial covenants related to working capital, as a borrowing base and a maximum group net debt leverage ratio. During the six months ended December 31, 2024, we were in compliance with all covenants of the Revolving Credit Facility.
39
Our ability to make principal and interest payments on our 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.
The following table shows summary of consolidated cash flow information for the three and six months ended December 31, 2023 and 2024:
(in € thousands) | Three Months Ended | Six Months Ended | ||||||
| December 31, | December 31, | December 31, | December 31, | ||||
| 2023 |
| 2024 |
| 2023 |
| 2024 | |
Consolidated Statement of Cash Flow Data: |
|
|
|
|
|
|
|
|
Net cash flow from operating activities |
| 18,547 |
| (5,952) |
| (14,770) |
| (32,607) |
Net cash outflow from investing activities |
| (1,444) |
| (413) |
| (4,551) |
| (1,708) |
Net cash flow from financing activities |
| (18,056) |
| 11,010 |
| (4,316) |
| 32,911 |
Net cash flow from operating activities
The cash flow from operating activities has changed from €18.5 million cash inflow for the three months ended December 31, 2023 to a €6.0 million cash outflow for the three months ended December 31, 2024. This in mainly driven by a decrease in other current liabilities during the three months ended December 31, 2024.
During the six months ended December 31, 2024, net cash outflow from operating activities increased by €17.8 million compared to the prior year period. This was mainly driven by a decrease in other current liabilities for the six months ended December 31, 2024 compared to prior year period.
Net cash outflow from investing activities
Cash outflow from investing activities decreased by €1.0 million for the three months ended December 31, 2024 and by €2.8 million for the six months ended December 31, 2024 compared to the prior year periods. This decrease resulted from lower expenditure on property plant and equipment and intangible assets.
Net cash outflow from financing activities
The main driver of the cash in flow from financing activities is the higher utilization of Revolving Credit Facility during the three and six months ended December 31, 2024 compared to prior year periods. As at December 31, 2024 we utilized bank borrowings amounting to €40.6 million compared to €4.9 million as at December 31, 2023.
40
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The fair value of our cash and cash equivalents 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 Pounds 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 Pounds Sterling. Our foreign exchange risk is less pronounced for Cost of sales, exclusive of depreciation and amortization and operating expenses. Approximately 90% of our purchases are denominated in Euros and approximately 95% 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.
41