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6-K 1 tm2513918d1_6k.htm FORM 6-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER 

PURSUANT TO SECTION 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2025

 

Commission File Number: 001-39880

 

 

 

LUXEXPERIENCE B.V.
(formerly MYT Netherlands Parent B.V.)

(Exact Name of Registrant as Specified in its Charter)

 

 

 

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

 

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

 

Form 20-F x                                Form 40-F ¨

 

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

 

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

 

 

 


 

On May 14, 2025, LuxExperience B.V. will hold a conference call regarding its unaudited financial results for the third fiscal quarter ended March 31, 2025. A copy of the quarterly report for the third quarter of fiscal 2025 is furnished as Exhibit 99.1 hereto.

 

Exhibit No.   Description
     
99.1   Interim Report for the Three and Nine Months Ended March 31, 2025.
99.2   Q3, FY 2025 Earnings Press Release

 

 


 

SIGNATURE

 

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

 

  LuxExperience B.V.
     
  By: /s/ Martin Beer
  Name: Dr. Martin Beer
  Title: Chief Financial Officer

 

Date: May 14, 2025

 

 

 

EX-99.1 2 tm2513918d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

INTERIM REPORT

 

For the three and nine months ended March 31, 2025

 

LuxExperience B.V.

(formerly known as MYT Netherlands Parent B.V.)

Einsteinring 9

85609 Aschheim/Munich

Germany

 

 


 

INDEX

 

FINANCIAL RESULTS AND KEY OPERATING METRICS 3
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 26
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 42
LEGAL PROCEEDINGS 42

 

 


 

LuxExperience B.V.

 

Financial Results and Key Operating Metrics

(Amounts in € millions)

 

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

 

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

 

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

 

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

 

    Three months ended   Nine months ended
(in millions) (unaudited)   March 31, 2024   March 31, 2025   Change
in % /
BPs
  March 31, 2024   March 31, 2025   Change
in % /
BPs
Gross Merchandise Value (GMV) (1)   € 251.9   € 261.3   3.8%   € 674.3   € 722.6   7.2%
Active customer (LTM in thousands) (1), (2)   862   837   (2.9%)   862   837   (2.9%)
Total orders shipped (LTM in thousands) (1), (2)   2,065   2,055   (0.5%)   2,065   2,055   (0.5%)
Net sales   € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Gross profit   € 101.3   € 108.5   7.2%   € 278.7   € 310.8   11.5%
Gross profit margin(3)   43.4%   44.8%   140 BPs   45.1%   46.6%   150 BPs
Operating loss   € (2.1)   € (5.4)   (155.6%)   € (20.4)   € (38.0)   (86.6%)
Operating loss margin(3)   (0.9%)   (2.2%)   (130 BPs)   (3.3%)   (5.7%)   (240 BPs)
Net loss   € (3.3)   € (5.5)   (65.4%)   € (21.3)   € (33.7)   (58.2%)
Net loss margin(3)   (1.4%)   (2.3%)   (90 BPs)   (3.4%)   (5.1%)   (170 BPs)
Adjusted EBITDA(4)   € 8.9   € 9.3   5.5%   € 15.2   € 28.4   86.7%
Adjusted EBITDA margin(3)   3.8%   3.9%   10 BPs   2.5%   4.3%   180 BPs
Adjusted Operating income(4)   € 5.0   € 5.5   9.7%   € 4.1   € 16.6   303.2%
Adjusted Operating income margin(3)   2.1%   2.3%   20 BPs   0.7%   2.5%   180 BPs
Adjusted Net income (4)   € 3.8   € 5.4   42.7%   € 3.2   € 21.4   572.9%
Adjusted Net income margin(3)   1.6%   2.2%   60 BPs   0.5%   3.2%   270 BPs

 

(1) GMV, Active customer and Total orders shipped are defined on page 30.

(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 and adjusted Net income are measures not defined under IFRS. For further information about how we calculate these measures and limitations of its use, see page 30 & page 31.

 

3 


 

LuxExperience 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 and net loss to adjusted net income, and their corresponding margins as a percentage of net sales:

 

    Three months ended   Nine months ended
(in millions) (unaudited)   March 31,
2024
  March 31,
2025
  Change
in %
  March 31,
2024
  March 31,
2025
  Change
in %
Net loss   € (3.3)   € (5.5)   (65.4%)   € (21.3)   € (33.7)   (58.2%)
Finance costs, net   € 1.3   € 1.0   (24.4%)   € 3.5   € 4.1   18.8%
Income tax benefit   € (0.1)   € (0.9)   (973.5%)   € (2.6)   € (8.4)   (230.6%)
Depreciation and amortization   € 3.9   € 3.9   0.2%   € 11.1   € 14.9   34.4%
thereof depreciation of right-of use assets   € 2.4   € 2.4   0.5%   € 7.1   € 7.2   1.7%
thereof impairment loss on property & equipment (3)   -   -   N/A   -   € 3.1   N/A
EBITDA   € 1.8   € (1.5)   (186.8%)   € (9.2)   € (23.1)   (149.3%)
Other transaction-related, certain legal and other expenses (1)   € 4.1   € 7.4   79.2%   € 10.2   € 38.3   277.4%
Share-based compensation (2)   € 3.0   € 3.5   17.7%   € 14.3   € 13.2   (8.1%)
Adjusted EBITDA   € 8.9   € 9.3   5.5%   € 15.2   € 28.4   86.7%
                         
Reconciliation to Adjusted EBITDA Margin                        
Net sales   € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Adjusted EBITDA margin   3.8%   3.9%   10 BPs   2.5%   4.3%   180 BPs
                         
    Three months ended   Nine months ended
(in millions) (unaudited)   March 31,
2024
  March 31,
2025
  Change
in %
  March 31,
2024
  March 31,
2025
  Change
in %
Operating loss   € (2.1)   € (5.4)   (155.6%)   € (20.4)   € (38.0)   (86.6%)
Other transaction-related, certain legal and other expenses (1)   € 4.1   € 7.4   79.2%   € 10.2   € 38.3   277.4%
Share-based compensation (2)   € 3.0   € 3.5   17.7%   € 14.3   € 13.2   (8.1%)
Impairment loss on property & equipment (3)   -   -   N/A   -   € 3.1   N/A
Adjusted Operating income   € 5.0   € 5.5   9.7%   € 4.1   € 16.6   303.2%
                         
Reconciliation to Adjusted Operating income Margin                        
Net sales   € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Adjusted Operating income margin   2.1%   2.3%   20 BPs   0.7%   2.5%   180 BPs

 

4 


 

LuxExperience B.V.

 

Financial Results and Key Operating Metrics

(Amounts in € millions)

 

    Three months ended   Nine months ended
(in millions) (unaudited)   March 31,
2024
  March 31,
2025
  Change
in %
  March 31,
2024
  March 31,
2025
  Change
in %
Net loss   € (3.3)   € (5.5)   (65.4%)   € (21.3)   € (33.7)   (58.2%)
Other transaction-related, certain legal and other expenses (1)   € 4.1   € 7.4   79.2%   € 10.2   € 38.8   282.3%
Share-based compensation (2)   € 3.0   € 3.5   17.7%   € 14.3   € 13.2   (8.1%)
Impairment loss on property & equipment (3)   -   -   N/A   -   € 3.1   N/A
Adjusted Net income   € 3.8   € 5.4   42.7%   € 3.2   € 21.4   572.9%
                         
Reconciliation to Adjusted Net income Margin                        
Net sales   € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Adjusted Net income margin   1.6%   2.2%   60 BPs   0.5%   3.2%   270 BPs

 

(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential & completed 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 (applicable only to adjusted net income reconciliation).

 

(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 LuxExperience 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 page 30 & page 31.

 

(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 


 

LUXEXPERIENCE B.V. – UNAUDITED CONDENSED CONSOLIDATED

 

INTERIM FINANICAL STATEMENTS

 

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

 

6 


 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Profit & Loss and Comprehensive Income

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

 

          Three months ended     Nine months ended  
(in € thousands)   Note     March 31, 2024     March 31, 2025     March 31, 2024     March 31, 2025  
Net sales   8,9       233,568       242,508       617,664       667,194  
Cost of sales, exclusive of depreciation and amortization   10       (132,290 )     (133,976 )     (338,964 )     (356,443 )
Gross profit           101,277       108,532       278,700       310,751  
Shipping and payment cost           (39,296 )     (36,613 )     (100,121 )     (99,671 )
Marketing expenses           (23,090 )     (26,525 )     (70,247 )     (81,594 )
Selling, general and administrative expenses   11       (37,124 )     (44,890 )     (117,563 )     (149,628 )
Depreciation and amortization   14       (3,885 )     (3,892 )     (11,124 )     (14,949 )
Other income (expense), net           12       (2,035 )     (1 )     (2,916 )
Operating loss           (2,106 )     (5,422 )     (20,355 )     (38,006 )
Finance income           2       0       3       (0 )
Finance costs           (1,285 )     (969 )     (3,491 )     (4,143 )
Finance costs, net   12       (1,283 )     (969 )     (3,488 )     (4,143 )
Loss before income taxes           (3,389 )     (6,391 )     (23,843 )     (42,149 )
Income tax benefit   13       69       898       2,537       8,445  
Net loss           (3,320 )     (5,493 )     (21,307 )     (33,704 )
Cash Flow Hedge           (287 )     2,807       (482 )     (371 )
Income Taxes related to Cash Flow Hedge           80       (783 )     134       104  
Foreign currency translation           21       21       (12 )     39  
Other comprehensive income (loss)           (186 )     2,044       (360 )     (229 )
Comprehensive loss           (3,506 )     (3,449 )     (21,666 )     (33,933 )
                                       
Basic & diluted earnings per share         (0.04 )   (0.06 )   (0.25 )   (0.39 )

Weighted average ordinary shares outstanding (basic and diluted) – in millions(1)

          86.8       87.4       86.8       87.3  

 

(1) In accordance with IAS 33, includes contingently issuable shares that are fully vested and can be converted at any time for no consideration. For further details, refer to note 16.

 

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

 

7 


 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Financial Position

(Amounts in € thousands)

 

(in € thousands)   Note     June 30, 2024     March 31, 2025  
Assets                      
Non-current assets                      
Intangible assets and goodwill           154,951       155,259  
Property and equipment   14       43,653       37,892  
Right-of-use assets           45,468       40,493  
Deferred tax assets   13       1,999       9,395  
Other non-current assets   15       7,572       7,573  
Total non-current assets         253,643       250,612  
Current assets                      
Inventories           370,635       372,823  
Trade and other receivables           11,819       13,607  
Other assets   15       45,306       45,263  
Cash and cash equivalents           15,107       14,240  
Total current assets           442,867       445,934  
Total assets           696,511       696,546  
                       
Shareholders’ equity and liabilities                      
Subscribed capital           1       1  
Capital reserve   16       546,913       561,150  
Accumulated Deficit           (112,767 )     (146,471 )
Accumulated other comprehensive income           1,496       1,268  
Total shareholders’ equity           435,643       415,948  
                       
Non-current liabilities                      
Provisions           2,789       2,909  
Lease liabilities           40,483       37,094  
Deferred tax liabilities           11       63  
Total non-current liabilities           43,282       40,066  
Current liabilities                      
Borrowings   12       -       25,000  
Tax liabilities           10,643       466  
Lease liabilities           9,282       7,929  
Contract liabilities           17,104       21,011  
Trade and other payables           85,322       69,712  
Other liabilities   11       95,235       116,415  
Total current liabilities           217,585       240,532  
Total liabilities           260,867       280,598  
Total shareholders’ equity and liabilities           696,511       696,546  

 

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

 

8 


 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Changes in Equity

(Amounts in € thousands)

 

(in € thousands)   Note   Subscribed
capital
    Capital
reserve
    Accumulated
deficit
    Hedging
reserve
    Foreign
currency
translation
reserve
    Total
shareholders’
equity
 
Balance as of July 1, 2023         1       529,775       (87,856 )     -       1,509       443,429  
Net loss         -       -       (21,307 )     -       -       (21,307 )
Other comprehensive income         -       -       -       (347 )     (12 )     (360 )
Comprehensive loss         -       -       (21,307 )     (347 )     (12 )     (21,666 )
Share-based compensation         -       14,321       -       -       -       14,321  
Balance as of March 31, 2024         1       544,096       (109,163 )     (347 )     1,496       436,083  
                                                     
Balance as of July 1, 2024         1       546,913       (112,767 )     -       1,496       435,643  
Net loss         -       -       (33,704 )     -       -       (33,704 )
Other comprehensive loss         -       -       -       (268 )     39       (229 )
Comprehensive loss         -       -       (33,704 )     (268 )     39       (33,933 )
Exercise of share options   16             1,148                               1,148  
Reclassification due to cash settlement of share-based compensation                           (66 )                             (66 )
Share-based compensation   16     -       13,155       -       -       -       13,155  
Balance as of March 31, 2025         1       561,150       (146,471 )     (268 )     1,535       415,948  

 

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

 

9 


 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Cash Flows

(Amounts in € thousands)

 

          Nine months ended March 31,  
(in € thousands)   Note     2024     2025  
Net loss           (21,307 )     (33,704 )
Adjustments for                      
   Depreciation and amortization           11,124       14,949  
   Finance costs, net   12       3,488       4,143  
   Share-based compensation   16       14,184       13,155  
   Income tax benefit   13       (2,537 )     (8,445 )
Change in operating assets and liabilities                      
   Increase in inventories           (4,396 )     (2,188 )
   Increase in trade and other receivables           (6,455 )     (1,964 )
   Decrease in other assets           5,013       3,084  
   Increase in other liabilities           11,376       20,757  
   (Decrease) increase in contract liabilities           (1,359 )     3,907  
   Decrease in trade and other payables           (21,171 )     (15,600 )
Income taxes paid           (14,349 )     (11,975 )
Net cash used in operating activities           (26,389 )     (13,881 )
Expenditure for property and equipment and intangible assets           (9,411 )     (2,261 )
Net cash (used in) investing activities           (9,411 )     (2,261 )
Interest paid           (4,133 )     (3,993 )
Proceeds from borrowings           26,066       25,000  
Proceeds from exercise of share options   16               1,148  
Cash settlement of share-based compensation           -       (66 )
Payment of lease liabilities           (5,703 )     (6,882 )
Net cash inflow (outflow) from financing activities           16,230       15,208  
Net decrease in cash and cash equivalents           (19,570 )     (934 )
Cash and cash equivalents at the beginning of the period           30,136       15,107  
Effects of exchange rate changes on cash and cash equivalents           21       68  
Cash and cash equivalents at end of the period           10,587       14,240  

 

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

 

10 


 

1. Corporate information

 

Effective May 1, 2025, the Company changed its legal name from MYT Netherlands Parent B.V. to LuxExperience B.V.

 

LuxExperience B.V. (the “Company”, together with its subsidiaries, “LuxExperience Group”) is a private company with limited liability incorporated 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 (together with its subsidiaries, “Mytheresa”), LuxExperience 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 started as one of the first multi-brand luxury boutiques in Germany and launched its online business in 2006. Mytheresa provides customers with a highly curated selection of products, access to exclusive capsule collections, in-house produced content, and a personalized, memorable shopping experience.

 

As of March 31, 2025, 77.0% of the shares of the Company were held by MYT Holding LLC, USA. The ultimate controlling party of the Group is MYT Ultimate Parent LLC, USA. These interim consolidated financial statements were authorized for issue by the Management Board on May 14, 2025.

 

2. Basis of preparation

 

These interim condensed consolidated financial statements as of and for the three months and nine months ended March 31, 2024 and 2025 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”).

 

LuxExperience 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 LuxExperience 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 LuxExperience 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 7.

 

3. Trade policy and tariff risk

 

Changes or perceived shifts in trade policies, treaties and tariffs—including the imposition of new duties, quotas or retaliatory measures—could increase our operating costs, strain cross-border commerce, disrupt our supply chain and weaken our financial condition. These developments may also dampen customer sentiment, reduce demand for our products and disrupt logistics and distribution channels in key markets.

 

Further escalation of trade tensions—such as the adoption of additional trade restrictions or a full-scale trade war—could precipitate a broader economic slowdown or recession; such an outcome would place significant additional pressure on sales performance, cash flows and overall results of operations, and may undermine investor confidence.

 

11 


 

4. 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 LuxExperience 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 our brand partners, customers, and other business activities. The negative effect of these economic uncertainties was visible in the three and nine months ended March 31, 2025 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.

 

5. Significant accounting policies

 

The accounting policies applied by LuxExperience Group in these interim condensed consolidated financial statements are the same as those applied by LuxExperience Group in its consolidated financial statements for fiscal year 2024.

 

6. Critical accounting judgments and key estimates and assumptions

 

The preparation of LuxExperience 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 LuxExperience 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.

 

7. 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 nine months ended March 31, 2024 have been revised as follows:

 

· In the consolidated statements of loss and comprehensive loss for the three and nine months ended March 31, 2024, net sales and gross profit decreased by €328 thousand and €1,038 thousand respectively. Operating loss, net loss and the respective comprehensive loss increased by €328 thousand and €1,038 thousand respectively. Basic and diluted earnings per share (“EPS”) for the three and nine months ended March 31, 2024 decreased by €0.01 and €0.02 respectively.

 

· In the consolidated statements of changes in equity, accumulated deficit and accordingly, total shareholders’ equity as of July 1, 2023 decreased by €4,002 thousand. Accumulated deficit and accordingly, total shareholders’ equity as of March 31, 2024, decreased by €5,040 thousand.

 

· In the consolidated statements of cashflow for the nine months ended March 31, 2024 Net loss increased by €1,038 thousand. The effect on net loss is offset by a corresponding increase in contract liabilities of €1,038 thousand as of March 31, 2024.

 

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8. Segment information

 

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

 

Segment EBITDA is defined as operating income excluding depreciation and amortization. Assets are not allocated to the different business segments for internal reporting purposes.

 

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

 

    Three months ended March 31, 2024  
(in € thousands)   Online     Retail Stores     Segments total     Reconciliation(1)     IFRS
consolidated
 
Net sales     230,452       3,115       233,568       -       233,568  
Segment EBITDA     11,565       937       12,502       (10,723 )     1,779  
Depreciation and amortization                                     (3,885 )
Finance costs, net                                     (1,283 )
Income tax benefit                                     69  
Net loss                                     (3,320 )

 

    Nine months ended March 31, 2024  
(in € thousands)   Online     Retail Stores     Segments total     Reconciliation(1)     IFRS
consolidated
 
Net sales     606,878       10,786       617,664       -       617,664  
Segment EBITDA     22,859       3,536       26,395       (35,626 )     (9,231 )
Depreciation and amortization                                     (11,124 )
Finance costs, net                                     (3,488 )
Income tax benefit                                     2,537  
Net loss                                     (21,307 )

 

    Three months ended March 31, 2025  
(in € thousands)   Online     Retail Stores     Segments total     Reconciliation(2)     IFRS
consolidated
 
Net sales     239,363       3,145       242,508       -       242,508  
Segment EBITDA     13,844       712       14,556       (16,087 )     (1,531 )
Depreciation and amortization                                     (3,892 )
Finance costs, net                                     (969 )
Income tax benefit                                     898  
Net loss                                     (5,493 )

 

    Nine months ended March 31, 2025  
(in € thousands)   Online     Retail Stores     Segments total     Reconciliation(2)     IFRS
consolidated
 
Net sales     656,290       10,904       667,194       -       667,194  
Segment EBITDA     39,640       3,172       42,812       (65,870 )     (23,058 )
Depreciation and amortization                                     (14,949 )
Finance costs, net                                     (4,143 )
Income tax benefit                                     8,445  
Net loss                                     (33,704 )

 

 

 

(1) During the three and nine months ended March 31, 2024, there were €3,628 thousand and €11,143 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Additionally, there were €4,110 thousand and €10,161 thousand in expenses related to Other transaction-related, certain legal and other expenses. Share-based compensation expenses amount to €2,985 thousand and €14,321 thousand.
(2) During the three and nine months ended March 31, 2025, there were €5,205 thousand and €14,365 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Additionally, there were €7,367 thousand and €38,350 thousand in expenses related to Other transaction-related, certain legal and other expenses. Share-based compensation expenses amount to €3,513 thousand and €13,155 thousand.

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9. Net sales and geographic information

 

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

 

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

 

    For the three months ended March 31,  
(in € thousands)(1)   2024     2025  
Germany     32,209       13.8 %     31,429       13.0 %
United States     52,529       22.5 %     54,589       22.5 %
Europe (excluding Germany) (*)     88,382       37.8 %     98,943       40.8 %
Rest of the world     60,447       25.9 %     57,547       23.7 %
      233,568       100.0 %     242,508       100.0 %

 

    For the nine months ended March 31,  
(in € thousands)(1)   2024     2025  
Germany     94,165       15.2 %     90,668       13.6 %
United States     127,783       20.7 %     141,614       21.2 %
Europe (excluding Germany) (*)     240,287       38.9 %     277,774       41.6 %
Rest of the world     155,429       25.2 %     157,138       23.6 %
      617,664       100.0 %     667,194       100.0 %

 

 

 

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

 

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

 

The application of hedge accounting resulted in a decrease in sales of €461 thousand and €770 thousand for the three and nine months ended March 31, 2024, respectively. For the three and nine months ended March 31, 2025, sales decreased by €1,182 thousand and €1,935 thousand, respectively.

 

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10. Cost of sales, exclusive of depreciation and amortization

 

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

 

    Three months ended     Nine months ended  
(in € thousands)   March 31,
2024
    March 31,
2025
    March 31,
2024
    March 31,
2025
 
Inventory write-downs     (819 )     (1,772 )     (5,361 )     (7,107 )

 

Inventory is written down when its net realizable value is below its carrying amount. LuxExperience Group estimates net realizable value as the amount at which inventories are expected to be sold less estimated costs necessary to complete the sale.

 

11. Selling, general and administrative expenses

 

 

The total selling, general and administrative (SG&A) expenses increased by €7,766 thousand for the three months ended March 31, 2025 and by €32,065 thousand for the nine months ended March 31, 2025 compared to the prior year periods. Included in the SG&A expenses are other transaction-related, certain legal and other expenses to the amount of €7,367 thousand and €38,256 thousand for the three and nine months ended March 31, 2025 respectively. These transaction-related expenses also contributed to the increase in other liabilities.

 

 

12. Finance costs, net

 

The following table provides LuxExperience Group's Finance costs, net:

 

    Three months ended March 31,     Nine months ended March 31,  
(in € thousands)   2024     2025     2024     2025  
Interest expenses on revolving credit facilities     (566 )     (337 )     (1,268 )     (2,157 )
Interest expenses on leases     (719 )     (632 )     (2,224 )     (1,986 )
Total finance costs     (1,285 )     (969 )     (3,491 )     (4,143 )
                                 
Other interest income     2       0       3       (0 )
Total finance income     2       0       3       (0 )
Finance costs, net     (1,283 )     (969 )     (3,488 )     (4,143 )

 

As of March 31, 2025, LuxExperience Group had drawn €25.0 million in cash under the €75.0 million RCF. In addition, €8.6 million of the credit line was utilized in the form of guarantees issued under the same facility.

 

13. 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 March 31,     Nine months ended March 31,  
(in %)   2024     2025     2024     2025  
Effective tax rate     2.0 %     14.1 %     10.6 %     20.0 %

 

Income tax benefit for the nine months ended March 31, 2025 is largely driven by the deferred tax benefit of €7.2 million and current tax benefit of €1.2 million.

 

The change in the effective tax rate and tax expense for the three and nine months ended March 31, 2024, and 2024, was primarily driven by share-based compensation (SBC) expenses, which are non-deductible for tax purposes. In accordance with German tax law, it is anticipated that there will be a positive annual income before income taxes. The resulting positive tax rate will be applied to the loss before income taxes for the three and nine months ended March 31, 2025, leading to a calculated tax income.

 

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14. Property and equipment

 

Property and equipment decreased from €43,653 thousand as of June 30, 2024 by €5,761 thousand to €37,892 thousand as of March 31, 2025. Included in depreciation and amortization is an impairment loss of €3.1 million recognized, in accordance with IAS 36, on property plant and equipment utilized in the Heimstetten distribution center which was closed in August 2024. The recoverable amount for these assets, as defined by IAS 36, was assessed to be zero.

 

15. Other assets

 

Details of other assets consist of the following:

 

(in € thousands)   June 30, 2024     March 31, 2025  
Right of return assets     13,205       11,962  
Current VAT receivables     -       968  
Prepaid expenses     4,233       4,625  
Receivables against payment service providers     1,086       1,114  
Advanced payments     2,582       5,350  
Deposits     152       30  
DDP duty drawbacks (1)     14,352       7,619  
Other current assets (2)     9,696       13,597  
      45,306       45,263  

 

(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     March 31, 2025  
Other non-current receivables     29       1  
Non-current deposits     1,431       1,583  
Non-current prepaid expenses (1)     6,112       5,990  
      7,572       7,573  

 

(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.

 

16. 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. LuxExperience 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.

 

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

 

Restoration Grant

 

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

 

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

 

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

 

ii) Annual Plan

 

Supervisory Board Members Plan

 

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

 

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

 

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

 

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On November 12, 2024, 85,502 RSUs were granted to five Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on November 12, 2025. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 6.14, the closing share price of the grant date.

 

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

 

Type of arrangement   Supervisory Board Members plan
Type of Award   Restricted Shares / Restricted Share Units
Date of first grant   May 8, 2023   September 5, 2023     November 8, 2023     November 12, 2024  
Number granted   67,264     11,478       149,147       85,502  
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       The restricted share units vest in full on November 12, 2025  

 

Long-Term Incentive Plan

 

On July 1, 2021, 171,164 restricted share units (“RSUs”) were granted to selected key management members. RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. Out of the granted RSUs, 62,217 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 108,947 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded vested in substantially equal installments on each of June 30, 2022, June 30, 2023 and June 30, 2024, subject to continued service on such vesting dates.

 

The non-market performance RSUs vested after 3 years on June 30, 2024 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 30.68 for 170,221 RSUs and USD 22.38 for 943 RSUs, the closing share price of the grant date.

 

On July 1, 2022, 674,106 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. Out of the granted RSUs, 255,754 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 418,352 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.

 

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

 

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

 

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

 

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

 

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

 

On July 1, 2024, 2,295,434 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. Out of the granted RSUs, 1,252,241 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 1,043,193 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June 30, 2025, June 30, 2026 and June 30, 2027, subject to continued service on such vesting dates.

 

The non-market performance RSUs will vest after 3 years on June 30, 2027 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. Potential award levels range from 25-200% of the grant depending on the achievement of a GMV growth and an adjusted EBITDA margin target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 5.07 for 2,295,434 RSUs.

 

On July 1, 2024, 3,277,477 stock options were granted to selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries of the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 5.07. The vested options can be exercised up to 10 years after the service commencement date. The granted options are divided into three different tranches which have varying grant date fair values.

 

On October 1, 2024, 102,740 time-vesting RSUs were granted to selected key management member. Each RSU represents the right to receive an ADS (and the ordinary shares represented thereby) of LuxExperience B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’s will vest on July 1, 2025. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.65, the closing share price of the day before the grant date.

 

The following table summarizes the main features of time-vesting RSUs under the annual plan:

 

Type of
arrangement
  Key Management Members
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   62,217     255,754       1,696,022       1,252,241       102,740  
Vesting conditions    Graded vesting of 1/3 of the time vesting RSUs over the next three years.     Graded vesting of 1/3 of the time vesting RSUs over the next three years.       Graded vesting of 1/3 of the time vesting RSUs over the next three years.       Graded vesting of 1/3 of the time vesting RSUs over the next three years.       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
arrangement
  Key Management Members
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   108,947     418,352       1,417,103       1,043,193     3,605,301     3,277,477  
Vesting conditions   3 year’s services from grant date and achievement of a certain level of cumulative gross profit.     3 year’s services from grant date and achievement of a certain level of cumulative gross profit.       3 year’s services from service commencement date and achievement of a certain level of cumulative GMV growth and adjusted EBITDA margin.       3 year’s services from service commencement date and achievement of a certain level of cumulative GMV growth and adjusted EBITDA margin.     Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date.     Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date.  

 

(1) The award is composed of 2 separate grants: 2,923,280 options granted and approved on November 8, 2023 and additional 682,021 options granted on December 15, 2023. Both grants are part of the same award and subject to the same conditions.

 

Employee Share Purchase Program (ESPP)

 

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

 

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 €18 thousand. 13,149 shares were issued in the program. The grant date fair value amounts to USD 6.00.

 

b) Measurement of fair values

 

Alignment Grant

 

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

 

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

 

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

 

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.

 

Black Scholes Model - Weighted Average
Values
  Grant date
November 8, 2023
    Grant date
December 15, 2023
    Grant date
July 1, 2024
 
Weighted average fair value   $ 0.64     $ 0.65     $ 1.82  
Exercise price   $ 4.00     $ 4.00     $ 5.07  
Weighted average share price   $ 3.41     $ 3.55     $ 5.07  
Expected volatility     45.83 %     45.32 %     64.47 %
Expected life     1.65 years       1.55 years       1.97 years  
Risk free rate     3.00 %     2.37 %     2.88 %
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 31, the closing share price on the first trading day.

 

c) Share-based compensation expense recognized

 

Amounts recognized for share based payment programs were as follows:

 

    Nine months ended
March 31,
 
(in € thousands)   2024     2025  
Classified within capital reserve (beginning of year)     158,453       175,591  
Expense related to:     14,321       13,090  
Share Options (Alignment Grant)     10,506       4,178  
Share Options (LTI)     680       2,722  
Restricted Shares     -       371  
Restricted Share Units     3,135       5,819  
Classified within capital reserve (end of year)     172,775       188,681  

 

During the nine months ended March 31, 2025, the Company withheld 13,787 shares to cover tax obligations related to the vesting of RSUs. The total value of the shares withheld was €66 thousand which was based on the market price of the Company’s shares on the vesting date.

 

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  
      Options     Wtd. Average
Exercise Price (USD)
 
June 30, 2023     6,197,415     8.55  
forfeited     64,787     8.30  
exercised     -     N/A  
March 31, 2024     6,132,628     8.63  
               
June 30, 2024     6,063,090     8.57  
forfeited     215,529     11.58  
exercised     134,271     5.79  
March 31, 2025     5,713,290     8.52  

 

The range of exercise prices for the share options outstanding as of March 31, 2025 is between 5.79 USD and 11.58 USD. The average remaining contractual life is 5.81 years.

 

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

 

      Share Options under the Long-Term
Incentive Plan
 
      Options     Wtd. Average
Exercise Price (USD)
 
June 30, 2023     -     -  
forfeited     219,433     4.00  
granted     3,605,301     4.00  
March 31, 2024     3,385,868     4.00  
               
June 30, 2024     3,309,066     4.00  
forfeited     12,997     4.53  
exercised     107,082     4.00  
granted     3,277,477     5.07  
March 31, 2025     6,466,464     4.54  

 

The range of exercise prices for the share options outstanding as of March 31, 2025 is between 4.00 USD and 5.07 USD. The average remaining contractual life is 8.76 years.

 

22 


 

17. 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:

 

    June 30, 2024  
(in € thousands)   Carrying
amount
    Categories
outside of
IFRS 9
    Category in
accordance with
IFRS 9
  Fair
value
    Fair value
hierarchy
level
 
Financial assets                                    
Non-current financial assets                                    
Non-current deposits     1,431             Amortized cost     -       -  
Current financial assets                                    
Trade and other receivables     11,819       -      Amortized cost     -       -  
Cash and cash equivalents     15,107       -      Amortized cost     -       -  
Other assets     45,306       22,265                      
thereof deposits     152       -      Amortized cost     -       -  
thereof other financial assets     22,889             Amortized cost     -          
Financial liabilities                                    
Non-current financial liabilities                                    
Lease liabilities     40,483       40,483      N/A     -                 -  
Current financial liabilities                                    
Lease liabilities     9,282       9,282      N/A     -       -  
Trade and other payables     85,322       -     Amortized cost     -       -  
Other liabilities     95,235       74,171                      
thereof other financial liabilities     21,064       -     Amortized cost     -          

 

Financial instruments as of March 31, 2025 were as follows:

 

    March 31, 2025  
(in € thousands)   Carrying
amount
    Categories
outside of
IFRS 9
    Category in
accordance
with IFRS 9
  Fair
value
    Fair value
hierarchy
level
 
Financial assets                                    
Non-current financial assets                                    
Non-current deposits     1,583       -     Amortized cost     -       -  
Current financial assets                                    
Trade and other receivables     13,607       -     Amortized cost     -       -  
Cash and cash equivalents     14,240       -     Amortized cost     -       -  
Other assets     45,263       28,154           -       -  
thereof deposits     30       -     Amortized cost     -       -  
thereof derivatives (hedge accounting)     189             N/A     189       Level 2  
thereof other financial assets     16,891             Amortized cost     -          
Financial liabilities                                    
Non-current financial liabilities                                    
Lease liabilities     37,094       37,094      N/A     -       -  
Current financial liabilities                                    
Borrowings     25,000       -     Amortized cost     -       -  
Lease liabilities     7,929       7,929      N/A     -       -  
Trade and other payables     69,712       -     Amortized cost     -       -  
Other liabilities     116,415       96,064                      
thereof derivatives (hedge accounting)     560             N/A     560       Level 2  
thereof other financial liabilities     19,791       -     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.

 

23 


 

There were no transfers between the different levels of the fair value hierarchy as of June 30, 2024 and March 31, 2025. LuxExperience Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

 

As LuxExperience Group does not meet the criteria for offsetting, no financial instruments are netted.

 

As of March 31, 2025, LuxExperience Group has recorded €268 thousand in negative net cash flow hedge reserve. Had hedge accounting not been applied, the amount would have been recorded in profit or loss immediately. The remaining portion of other comprehensive income is related to translation differences of balance sheet items denominated in foreign currencies in prior periods. For more details please refer to LuxExperience Group’s annual consolidated financial statements for the fiscal year 2024.

 

18. Events after reporting period

 

Closing of the acquisition of YOOX Net-a-Porter Group S.p.A. ("YNAP")

 

On 23 April 2025, LuxExperience (formerly MYT Netherlands Parent B.V.) completed the acquisition of 100% of the equity interests in YOOX Net-a-Porter Group S.p.A. (“YNAP”) from Richemont Italia Holding S.p.A (“Richemont”). The acquisition included all voting and non-voting equity interests, executed via a share-for-share transaction, whereby Richemont received 49,741,342 newly issued shares (“Consideration Shares”) in LuxExperience, representing 33% of the acquirer’s fully diluted share capital post issuance of the Consideration Shares. At the time of closing, YNAP had a net cash position of €555 million and no financial debt. The net cash position is subject to post-closing adjustments. In addition, Richemont International Holding S.A. has provided YNAP with a €100 million revolving credit facility, maturing in six years. (“the Transaction”)

 

The fair value of the consideration on the date of acquisition was €364.7 million. The fair value of the consideration is considered as level 1 fair value in accordance with IFRS 13. The closing LuxExperience stock price on the acquisition date was $7.93 and the official USD / EUR exchange rate was 1.0815.

 

As part of the Transaction, it was agreed that Richemont may nominate one individual to serve as a member of the Supervisory Board subject to, and with effect from, completion of the Transaction, i.e., upon completion of the sale and purchase of the shares in YNAP. In view of this, Richemont nominated, Mr. Burkhart Grund and the nomination was approved during the extraordinary general meeting of shareholders (EGM) held on March 6, 2025.

 

YNAP is a global luxury e-commerce business operating a portfolio of digital fashion platforms, including NET-A-PORTER, MR PORTER, YOOX, and THE OUTNET. With this acquisition, LuxExperience aims to achieve synergies by integrating complementary business models, supported by a shared digital infrastructure and enhanced operational scale.

 

24 


 

The acquisition date was after the reporting period end of 31 March 2025, and as such, YNAP’s financial results are not included in the consolidated financial statements for the quarter ended 31 March 2025.

 

At the time of authorization of these financial statements, the initial accounting for the business combination remains in progress. As a result, the Group is not yet able to provide the disclosures required by IFRS 3 paragraph B64 (e), (h), (i), (j), (k), (n) and (q), including details regarding the fair value of identifiable assets acquired and liabilities assumed, goodwill or gain from a bargain purchase, and the impact on consolidated revenue and profit or loss since the acquisition date. These disclosures will be provided in a subsequent financial report once the necessary information becomes available and the initial accounting has been finalized.

 

Change of company name and ticker symbol

 

Following the acquisition, the Company announced that MYT Netherlands Parent B.V. will be renamed LuxExperience B.V. Effective May 1, 2025, the Company continued to be listed on the New York Stock Exchange under the new trade name "LuxExperience" with the ticker symbol "LUXE". This renaming reflects the vision of creating the leading global luxury multi-brand digital platform.

 

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

 

LuxExperience Group is a holding company. Through its subsidiary Mytheresa Group GmbH (together with its subsidiaries, “Mytheresa”), LuxExperience Group operates a digital platform for the global luxury consumer shipping to over 130 countries. Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear, kidswear as well as lifestyle products and fine jewelry. The highly curated edit of up to 250 brands focuses on true luxury brands such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row, Valentino, and many more. Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations.

 

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.

 

Changes or perceived shifts in trade policies, treaties and tariffs—including the imposition of new duties, quotas or retaliatory measures—could increase our operating costs, strain cross-border commerce, disrupt our supply chain and weaken our financial condition. These developments may also dampen customer sentiment, reduce demand for our products and disrupt logistics and distribution channels in key markets.

 

Further escalation of trade tensions—such as the adoption of additional trade restrictions or a full-scale trade war—could precipitate a broader economic slowdown or recession; such an outcome would place significant additional pressure on sales performance, cash flows and overall results of operations, and may undermine investor confidence.

 

Inflationary pressures have affected customer prices, and we consider increases in recommended retail prices from suppliers in our 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.

 

26 


 

These economic uncertainties, coupled with the effects of geopolitical events, may pose challenges to our brand partners, customers, and other business activities. The negative effect of these economic uncertainties was visible in the three and nine months ended March 31, 2025 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.

 

Fluctuations in the results of operations for the three and nine months ended March 31, 2024 and 2025 may be related to seasonality in LuxExperience Group’s business, such as shifts in overall sale seasons. Seasonality in LuxExperience 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.

 

Acquisition of YNAP

 

On April 23, 2025, LuxExperience B.V completed its acquisition of YOOX Net-a-Porter Group S.p.A. ("YNAP") from Richemont Italia Holding S.P.A., following receipt of all required regulatory approvals. YNAP was transferred with a net cash position of €555 million and no financial debt. The net cash position is subject to post-closing adjustments. As consideration, LuxExperience B.V. issued 49,741,342 ordinary shares to Richemont, representing 33% of the fully diluted share capital. Richemont International Holding S.A. also provided a six-year €100 million revolving credit facility to support YNAP’s operations. YNAP is now a wholly-owned subsidiary of LuxExperience B.V. and will be fully consolidated from the acquisition date.

 

Change of company name and ticker symbol

 

Following the acquisition, the Company announced that MYT Netherlands Parent B.V. will be renamed LuxExperience B.V. Effective May 1, 2025, the Company continued to be listed on the New York Stock Exchange under the new trade name "LuxExperience" with the ticker symbol "LUXE". This renaming reflects the vision of creating the leading global luxury multi-brand digital platform.

 

Appointment of new senior leadership team

 

Coinciding with the receipt of anti-trust clearance for the transaction, the Company announced a new senior leadership team for the combined group to execute its transformation strategy and drive growth and profitability across its iconic brand portfolio—Mytheresa, NET-A-PORTER, MR PORTER, YOOX, and THE OUTNET. Details of the new leadership structure were announced in a press release and Form 6-K dated April 11, 2025.

 

27 


 

Key Operating and Financial Metrics

 

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

 

    Three months ended   Nine months ended  
(in millions)   March 31,
2024(4)
  March 31,
2025
  March 31,
2024(4)
  March 31,
2025
 
Gross Merchandise Value (GMV) (1)   € 251.9   € 261.3   € 674.3   € 722.6  
Active customer (LTM in thousands)(2)   862   837   862   837  
Total orders shipped (LTM in thousands)(2)   2,065   2,055   2,065   2,055  
Average order value (LTM)(2)   692   753   692   753  
Net sales   € 233.6   € 242.5   € 617.7   € 667.2  
Gross profit   € 101.3   € 108.5   € 278.7   € 310.8  
Gross profit margin   43.4%   44.8%   45.1%   46.6%  
Operating Loss   € (2.1)   € (5.4)   € (20.4)   € (38.0)  
Operating Loss margin   (0.9%)   (2.2%)   (3.3%)   (5.7%)  
Net Loss   € (3.3)   € (5.5)   € (21.3)   € (33.7)  
Net Loss margin   (1.4%)   (2.3%)   (3.4%)   (5.1%)  
Adjusted EBITDA(3)   € 8.9   € 9.3   € 15.2   € 28.4  
Adjusted EBITDA margin(3)   3.8%   3.9%   2.5%   4.3%  
Adjusted Operating income(3)   € 5.0   € 5.5   € 4.1   € 16.6  
Adjusted Operating income margin(3)   2.1%   2.3%   0.7%   2.5%  
Adjusted Net income(3)   € 3.8   € 5.4   € 3.2   € 21.4  
Adjusted Net income margin(3)   1.6%   2.2%   0.5%   3.2%  

 

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

 

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

 

(3) Adjusted EBITDA, Adjusted Operating income 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 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. For further information about how we calculate these measures and limitations of its use, see page 30 & page 31.

 

(4) The comparative information is revised on account of revision of comparative figures. Please see Note 7.

 

28 


 

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   Nine months ended  
(in € millions)   March 31,
2024(4)
  March 31,
2025
  March 31,
2024(4)
  March 31,
2025
 
Net Loss   € (3.3)   € (5.5)   € (21.3)   € (33.7)  
Finance costs, net   € 1.3   € 1.0   € 3.5   € 4.1  
Income tax benefit   € (0.1)   € (0.9)   € (2.6)   € (8.4)  
Depreciation and amortization   € 3.9   € 3.9   € 11.1   € 14.9  
thereof depreciation of right-of use assets   € 2.4   € 2.4   € 7.1   € 7.2  
thereof impairment loss on property plant and equipment(3)   -   -   -   € 3.1  
EBITDA   € 1.8   € (1.5)   € (9.2)   € (23.1)  

Other transaction-related, certain legal and other expenses(1)

  € 4.1   € 7.4   € 10.2   € 38.3  
Share-based compensation(2)   € 3.0   € 3.5   € 14.3   € 13.2  
Adjusted EBITDA   € 8.9   € 9.3   € 15.2   € 28.4  
                   
Reconciliation to Adjusted EBITDA Margin                  
Net sales   € 233.6   € 242.5   € 617.7   € 667.2  
Adjusted EBITDA margin   3.8%   3.9%   2.5%   4.3%  

 

    Three months ended   Nine months ended  
(in € millions)   March 31,
2024(4)
  March 31,
2025
  March 31,
2024(4)
  March 31,
2025
 
Operating loss   € (2.1)   € (5.4)   € (20.4)   € (38.0)  

Other transaction-related, certain legal and other expenses(1)

  € 4.1   € 7.4   € 10.2   € 38.3  
Share-based compensation(2)   € 3.0   € 3.5   € 14.3   € 13.2  
Impairment loss on property and equipment (3)   -   -   -   € 3.1  
Adjusted Operating income (loss)   € 5.0   € 5.5   € 4.1   € 16.6  
                   
Reconciliation to Adjusted Operating income Margin                  
Net sales   € 233.6   € 242.5   € 617.7   € 667.2  
Adjusted Operating income margin   2.1%   2.3%   0.7%   2.5%  

 

    Three months ended   Nine months ended  
(in € millions)   March 31,
2024(4)
  March 31,
2025
  March 31,
2024(4)
  March 31,
2025
 
Net Loss   € (3.3)   € (5.5)   € (21.3)   € (33.7)  

Other transaction-related, certain legal and other expenses (1)

  € 4.1   € 7.4   € 10.2   € 38.8  
Share-based compensation (2)   € 3.0   € 3.5   € 14.3   € 13.2  
Impairment loss on property and equipment (3)   -   -   -   € 3.1  
Adjusted Net income   € 3.8   € 5.4   € 3.2   € 21.4  
                   
Reconciliation to Adjusted Net income Margin                  
Net sales   € 233.6   € 242.5   € 617.7   € 667.2  
Adjusted Net income margin   1.6%   2.2%   0.5%   3.2%  

 

 

 

(1) Other transaction- related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential & completed 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 (applicable only to adjusted net income reconciliation).

 

(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 LuxExperience 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 page 30 & page 31.

 

(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.

 

(4) The comparative information is revised on account of revision of comparative figures. Please see Note 7.

 

29 


 

Gross Merchandise Value (GMV)

 

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

 

Active Customers

 

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

 

Total Orders Shipped

 

We define total orders shipped as an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customers during the 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.

 

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 (EBITDA), 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.

 

30 


 

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 revolving credit facility 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’’.

 

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 and policies (including tariffs), 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.

 

31 


 

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, lifestyle products and fine jewelry, makes us a truly unique and engaging destination for luxury shoppers.

 

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.

 

32 


 

Curated Platform Model (CPM)

 

CPM integrates Mytheresa 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 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 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 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.

 

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.

 

33 


 

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 (“RCF”).

 

Finance costs, net in fiscal year 2025 consists of our finance costs related to interest expense on our leases as well as on our RCF with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P. Morgan Chase SE. As of March 31, 2025, LuxExperience Group had drawn €25.0 million in cash under the €75.0 million RCF. In addition, €8.6 million of the credit line was utilized in the form of guarantees issued under the same facility.

 

Results of Operations

 

    Three months ended     Nine months ended  
(in € thousands)   March 31,
2024
    March 31,
2025
    March 31,
2024
    March 31,
2025
 
Net sales     233,568       242,508       617,664       667,194  
Cost of sales, exclusive of depreciation and amortization     (132,290 )     (133,976 )     (338,964 )     (356,443 )
Gross profit     101,277       108,532       278,700       310,751  
Shipping and payment cost     (39,296 )     (36,613 )     (100,121 )     (99,671 )
Marketing expenses     (23,090 )     (26,525 )     (70,247 )     (81,594 )
Selling, general and administrative expenses     (37,124 )     (44,890 )     (117,563 )     (149,628 )
Depreciation and amortization     (3,885 )     (3,892 )     (11,124 )     (14,949 )
Other expense, net     12       (2,035 )     (1 )     (2,916 )
Operating loss     (2,106 )     (5,422 )     (20,355 )     (38,006 )
Finance costs, net     (1,283 )     (969 )     (3,488 )     (4,143 )
Loss before income taxes     (3,389 )     (6,391 )     (23,843 )     (42,149 )
Income tax (expense) benefit     69       898       2,537       8,445  
Net loss     (3,320 )     (5,493 )     (21,307 )     (33,704 )

 

34 


 

    Three months ended     Nine months ended  
(in € thousands)   March 31, 2024     March 31, 2025     March 31, 2024     March 31, 2025  
Gross Merchandise Value (GMV)     251,865       100.0 %     261,317       100.0 %     674,318       100.0 %     722,551       100.0 %
                                                                 
Net sales     233,568       92.7 %     242,508       92.8 %     617,664       91.6 %     667,194       92.3 %
Cost of sales, exclusive of depreciation and amortization     (132,290 )     (52.5 %)     (133,976 )     (51.3 %)     (338,964 )     (50.3 %)     (356,443 )     (49.3 %)
Gross profit     101,277       43.4 %     108,532       44.8 %     278,700       45.1 %     310,751       46.6 %
Adjusted Shipping and payment cost     (38,502 )     (15.3 %)     (36,613 )     (14.0 %)     (98,993 )     (14.7 %)     (99,577 )     (13.8 %)
Marketing expenses     (23,090 )     (9.2 %)     (26,525 )     (10.2 %)     (70,247 )     (10.4 %)     (81,594 )     (11.3 %)
Adjusted Selling, general and administrative expenses     (30,822 )     (12.2 %)     (34,010 )     (13.0 %)     (94,208 )     (14.0 %)     (98,218 )     (13.6 %)
Adjusted Depreciation and amortization     (3,885 )     (1.5 %)     (3,892 )     (1.5 %)     (11,124 )     (1.6 %)     (11,878 )     (1.6 %)
Other income (expense), net     12       0.0 %     (2,035 )     (0.8 %)     (1 )     0.0 %     (2,916 )     (0.4 %)
Adjusted Operating income (loss)     4,990       2.1 %     5,458       2.3 %     4,127       0.7 %     16,569       2.5 %

 

Percentages are in relation to GMV; Gross Profit and Adjusted Operating income (loss) percentages are in relation to Net sales.

 

Gross Merchandise Value (GMV)

 

  Three months ended     Nine months ended  
(in € thousands)   March 31, 2024     March 31, 2025     March 31, 2024     March 31, 2025  
Gross Merchandise Value (GMV)     251,865       261,317       674,318       722,551  

 

GMV increased by €9.5 million, or 3.8% for the three months ended March 31, 2025 and by €48.2 million or 7.2% for the nine months ended March 31, 2025 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

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Net sales   233,568   242,508   617,664   667,194
Gross Merchandise Value (GMV)   251,865   261,317   674,318   722,551
Net sales percentage of GMV   92.7%   92.8%   91.6%   92.3%

 

Net sales increased by €8.9 million, or 3.8% for the three months ended March 31, 2025 and by €49.5 million, or 8.0% for the nine months ended March 31, 2025 compared to prior year periods. The higher net sales growth compared to the GMV growth in the nine months ended March 31, 2025, is due to several wholesale brands performing better than individual CPM brands. Performance of CPM brands is only reflected with the commission we receive in net sales. The share of commission from the CPM is below 10% of net sales. Seven fashion brands had switched from the wholesale model to CPM as of March 31, 2025 and 2024.

 

35 


 

Cost of sales, exclusive of depreciation and amortization

 

  Three months ended   Nine months ended
(in € thousands)   March 31,
2024
  March 31,
2025
  March 31,
2024
  March 31,
2025
Cost of sales, exclusive of depreciation and amortization   (132,290)   (133,976)   (338,964)   (356,443)
Percentage of Net sales   (56.6%)   (55.2%)   (54.9%)   (53.4%)
Percentage of GMV   (52.5%)   (51.3%)   (50.3%)   (49.3%)

 

Cost of sales, exclusive of depreciation and amortization increased by €1.7 million, or 1.3% for the three months ended March 31, 2025 and by €17.5 million, or 5.2% for the nine months ended March 31, 2025 compared to prior year periods. The increase during the periods presented is aligned with GMV and net sales developments, although GMV and net sales show higher growth rates leading to an increase in gross profit margin.

 

Gross profit

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Gross profit   101,277   108,532   278,700   310,751
Percentage of Net sales   43.4%   44.8%   45.1%   46.6%
Percentage of GMV   40.2%   41.5%   41.3%   43.0%

 

Gross profit increased by €7.3 million, or 7.2% for the three months ended March 31, 2025, and by €32.1 million, or 11.5% for the nine months ended March 31, 2025 compared to prior year periods. The gross margin improved by 140 basis points in the three-month period ended March 31, 2025 and by 150 basis points in the nine-month period ended March 31, 2025, driven by a higher share of full-price sales compared to the prior year periods.

 

Shipping and payment costs

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Shipping and payment cost   (39,296)   (36,613)   (100,121)   (99,671)
Percentage of Net sales   (16.8%)   (15.1%)   (16.2%)   (14.9%)
Percentage of GMV   (15.6%)   (14.0%)   (14.8%)   (13.8%)

 

Shipping and payment costs decreased by €2.7 million, or 6.8% for the three months ended March 31, 2025 and decreased by €0.5 million, or 0.4% for the nine months ended March 31, 2025 compared to prior year periods. The shipping and payment cost ratio in relation to GMV decreased from 15.6% to 14.0% for the three months ended March 31, 2025 and from 14.8% to 13.8% for the nine months ended March 31, 2025, mostly driven by an increase in AOV compared to the prior year periods.

 

36 


 

  Three months ended   Nine months ended
(in € thousands)   March 31,
2024
  March 31,
2025
  March 31,
2024
  March 31,
2025
Shipping and payment cost   (39,296)   (36,613)   (100,121)   (99,671)

Other transaction-related, certain legal and other expenses (1)

  794   -   1,127   94
Adjusted Shipping and payment cost   (38,502)   (36,613)   (98,993)   (99,577)
Percentage of Net sales   (16.5%)   (15.1%)   (16.0%)   (14.9%)
Percentage of GMV   (15.3%)   (14.0%)   (14.7%)   (13.8%)

 

 

 

(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 and (iii) other non-recurring expenses incurred in connection with the costs of establishing our new distribution center in Leipzig, Germany.

 

Marketing expenses

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Marketing expenses   (23,090)   (26,525)   (70,247)   (81,594)
Percentage of Net sales   (9.9%)   (10.9%)   (11.4%)   (12.2%)
Percentage of GMV   (9.2%)   (10.2%)   (10.4%)   (11.3%)

 

Marketing expenses increased by €3.4 million, or 14.9% for the three months ended March 31, 2025 and by €11.3 million, or 16.2% for the nine months ended March 31, 2025 compared to the prior year periods.

 

The increase in the marketing cost ratio in relation to net sales and GMV was mostly driven by an uptick in marketing campaigns and events aimed at attracting high-potential new customers and retaining our existing top customers.

 

Selling, general and administrative expenses

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Selling, general and administrative expenses   (37,124)   (44,890)   (117,563)   (149,628)
Percentage of Net sales   (15.9%)   (18.5%)   (19.0%)   (22.4%)
Percentage of GMV   (14.7%)   (17.2%)   (17.4%)   (20.7%)

 

The total selling, general and administrative (SG&A) expenses increased by €7.8 million, or 20.9% for the three months ended March 31, 2025 and by €32.1 million, or 27.3% for the nine months ended March 31, 2025 compared to the prior year periods. The increase was primarily driven by other transaction-related, certain legal and other expenses which stood at €7.4 million and €38.3 million for the three and nine months ended March 31, 2025 respectively.

 

37 


 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Personnel expenses   (29,751)   (29,346)   (93,686)   (96,260)
thereof fulfilment personnel expense   6,757   7,065   20,017   19,379
Percentage of Net sales   (12.7%)   (12.1%)   (15.2%)   (14.4%)
Percentage of GMV   (11.8%)   (11.2%)   (13.9%)   (13.3%)
                 
General and administrative expenses   (7,373)   (15,544)   (23,877)   (53,369)
Percentage of Net sales   (3.2%)   (6.4%)   (3.9%)   (8.0%)
Percentage of GMV   (2.9%)   (5.9%)   (3.5%)   (7.4%)
Selling, general and administrative expenses   (37,124)   (44,890)   (117,563)   (149,628)

 

General and administrative expenses increased by €8.2 million, or 110.8% for the three months ended March 31, 2025 and by €29.5 million, or 123.5% for the nine months ended March 31, 2025 compared to prior year periods, mainly due to other transaction-related, certain legal and other expenses.

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Selling, general and administrative expenses   (37,124)   (44,890)   (117,563)   (149,628)
Share-based compensation (1)   2,985   3,513   14,321   13,155

Other transaction-related, certain legal and other expenses (2)

  3,316   7,367   9,034   38,256
Adjusted SG&A   (30,822)   (34,010)   (94,208)   (98,218)
Percentage of Net sales   (13.2%)   (14.0%)   (15.3%)   (14.7%)
Percentage of GMV   (12.2%)   (13.0%)   (14.0%)   (13.6%)

 

 

 

(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 LuxExperience 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 & completed 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 increased for the three months ended March 31, 2025 from 12.2% to 13.0% and for the nine months ended March 31, 2025 decreased from 14.0% to 13.6% compared to the prior year periods.

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Personnel expenses   (29,751)   (29,346)   (93,686)   (96,260)
Share-based compensation   2,985   3,513   14,321   13,155
Total Personel expenses excl. SBC   (26,766)   (25,832)   (79,365)   (83,104)
Percentage of Net sales   (11.5%)   (10.7%)   (12.8%)   (12.5%)
Percentage of GMV   (10.6%)   (9.9%)   (11.8%)   (11.5%)

 

38 


 

     Excluding share-based compensation, personnel expenses decreased by €0.9 million, or 3.5% for the three months ended March 31, 2025 and increased by €3.7 million, or 4.7% for the nine months ended March 31, 2025 compared to the prior year periods. Overall, personnel expenses excluding share-based compensation as a percentage of net sales decreased from 10.6% to 9.9% for the three months ended March 31, 2025 and from 11.8% to 11.5% for the nine months ended March 31, 2025.

 

Depreciation and amortization

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Depreciation and amortization   (3,885)   (3,892)   (11,124)   (14,949)
Percentage of Net sales   (1.7%)   (1.6%)   (1.8%)   (2.2%)
Percentage of GMV   (1.5%)   (1.5%)   (1.6%)   (2.1%)

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Depreciation and amortization   (3,885)   (3,892)   (11,124)   (14,949)
Impairment loss on property and equipment   -   -   -   3,071
Adjusted Depreciation and amortization   (3,885)   (3,892)   (11,124)   (11,878)
Percentage of Net sales   (1.7%)   (1.6%)   (1.8%)   (1.8%)
Percentage of GMV   (1.5%)   (1.5%)   (1.6%)   (1.6%)

 

Depreciation and amortization expenses remained constant for the three months ended March 31, 2025 and increased by €3.8 million, or 34.4% for the nine months ended March 31, 2025 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

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Interest expenses on revolving credit facilities    (566)    (337)    (1,268)    (2,157)
Interest expenses on leases    (719)    (632)    (2,224)    (1,986)
Total Finance costs    (1,285)    (969)    (3,491)    (4,143)
                 
Other interest income   2   -   3   -
Total Finance income   2   -    3   -
Finance costs, net    (1,283)    (969)    (3,488)    (4,143)
Percentage of Net sales   (0.5%)   (0.4%)   (0.6%)   (0.6%)
Percentage of GMV   (0.5%)   (0.4%)   (0.5%)   (0.6%)

  

39 


 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Finance costs, net   (1,283)   (969)   (3,488)   (4,143)

Other transaction-related, certain legal and other expenses

  -   -   -   500
Adjusted finance costs, net   (1,283)   (969)   (3,488)   (3,643)
Percentage of Net sales   (0.5%)   (0.4%)   (0.6%)   (0.5%)
Percentage of GMV   (0.5%)   (0.4%)   (0.5%)   (0.5%)

 

Finance costs, net decreased by €0.3 million, or 24.4% for the three months ended March 31, 2025 and increased by €0.7 million, or 18.8% for the nine months ended March 31, 2025 compared to prior year periods. Finance costs, net for the nine months ended March 31, 2025 were higher as we had higher utilization of the revolving credit facility (“RCF”) over the duration of these periods compared to prior year periods.

 

Included in Other transaction-related, certain legal and other expenses for the nine months ended March 31, 2025 are costs to the amount of €0.5 million which were incurred in order to 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

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Income tax (expense) benefit   69   898   2,537   8,445
Percentage of Net sales   0.0%   0.4%   0.4%   1.3%
Percentage of GMV   0.0%   0.3%   0.4%   1.2%

 

Income tax benefit for the nine months ended March 31, 2025 is driven by the deferred tax benefit of €7.2 million and current tax benefit of €1.2 million.

 

The change in the effective tax rate and tax expense for the three and nine months ended March 31, 2024, and 2024, was primarily driven by share-based compensation (SBC) expenses, which are non-deductible for tax purposes. In accordance with German tax law, it is anticipated that there will be a positive annual income before income taxes. The resulting positive tax rate will be applied to the loss before income taxes for the three and nine months ended March 31, 2025, leading to a calculated tax income.

 

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 (“RCF”), which has a combined credit line of €75 million. We typically utilize our RCF when needed to manage seasonal fluctuations in our business. As of March 31, 2025, LuxExperience Group had drawn €25.0 million in cash under the €75.0 million RCF. In addition, €8.6 million of the credit line was utilized in the form of guarantees issued under the same facility.

 

As of March 31, 2025, our cash and cash equivalents were €14.2 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.

 

40 


 

As of March 31, 2024, LuxExperience Group has entered into a new RCF agreement totaling €75.0 million that replaced the existing RCF. The new RCF has a maturity until September 2026.

 

The interest rate is based on Euribor 3-months plus applicable margin for the RCF, 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 RCF agreement with an interest rate based on Euribor 3-months plus applicable margin.

 

Under the RCF, we have financial covenants related to working capital, as a borrowing base and a maximum group net debt leverage ratio. During the nine months ended March 31, 2025, we were in compliance with all covenants of the RCF.

 

Our ability to make principal and interest payments on our RCF, 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 RCF, 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 nine months ended March 31, 2024 and 2025:

 

  Three months ended   Nine months ended
(in € thousands)   March 31, 2024   March 31, 2025   March 31, 2024   March 31, 2025
Consolidated Statement of Cash Flow Data:                
Net cash flow from operating activities   (11,622)   18,726   (26,389)   (13,881)
Net cash outflow from investing activities   (4,855)   (553)   (9,411)   (2,261)
Net cash flow from financing activities   20,546   (17,703)   16,230   15,208

 

Net cash flow from operating activities

 

The cash flow from operating activities has changed from €11.6 million cash ouflow for the three months ended March 31, 2024 to a €18.7 million cash inflow for the three months ended March 31, 2025. This in mainly driven by a decrease in net working capital for the three months ended March 31, 2025.

 

During the nine months ended March 31, 2025, net cash outflow from operating activities decreased by €12.5 million compared to the prior year period. The decrease in cash outflow was mainly driven by an increase in other current liabilities for the nine months ended March 31, 2025 compared to prior year period.

 

Net cash outflow from investing activities

 

Cash outflow from investing activities decreased by €4.3 million for the three months ended March 31, 2025 and by €7.1 million for the nine months ended March 31, 2025 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 cash flow from financing activities has changed from a €20.5 million cash inflow for the three months ended March 31, 2024 to a €17.7 million cash outflow for the three months ended March 31, 2025. This difference is largely attributable to our RCF. During the three months period ended March 31, 2024 we drew €24.7 million of additional borrowing under the RCF, while for the three months ended March 31, 2025 we repaid €15.6 million.

 

During the nine months ended March 31, 2025, cash inflow from financing activities decreased by €1.0 million compared to the prior year period.

 

41 


 

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.

 

42

 

EX-99.2 3 tm2513918d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

 

 

 

Q3 FY25 Results:

LuxExperience reports solid Net Sales growth of 4% and
continued strong adjusted EBITDA profitability at a 4% margin for the legacy Mytheresa
standalone business

 

 

· Solid Net Sales growth of +4% in Q3 FY25 vs. Q3 FY24

· Extraordinary GMV growth per Top Customer at +17.9% in Q3 FY25 vs. Q3 FY24

· Outstanding Average Order Value increasing by +8.8% to €753 LTM in Q3 FY25 vs. Q3 FY24

· Continued Gross Profit Margin increase of 140bps to 45% in Q3 FY25 vs. Q3 FY24 in line with preceding two quarters

· Strong profitability with adjusted EBITDA margin of 4% in Q3 FY25 vs. Q3 FY24

 

MUNICH, Germany (May 14, 2025) – LuxExperience B.V. (NYSE:LUXE) (the “Company”), today announced its financial results for the legacy Mytheresa standalone business for its third quarter fiscal year 2025 ended March 31, 2025. The luxury multi-brand digital platform reported solid growth and continued Adj. EBITDA profitability in a tough market environment.

 

The Company’s third quarter highlights include an outstanding Average Order Value, continued gross margin expansion, decrease in return rates, record-high NPS and strong profitability.

 

Michael Kliger, Chief Executive Officer of LuxExperience, said, ”The results of the third quarter demonstrate once again the strength of the Mytheresa business model. Solid GMV growth, higher top customer spend, continued product margin expansion and strong profitability show the health and resilience of the Mytheresa business despite macro headwinds.”

 

Kliger continued, “The strong results of the Mytheresa business model underline the fantastic prospects for the recently acquired YOOX NET-A-PORTER business. We continue to demonstrate our ability to execute well and achieve strong results under macro uncertainties where other players fail. Combined we will create the leader in global digital, multi-brand luxury with strong profitability and growth. Our medium-term ambition is to reach around €4bn in net sales per year and 7% to 9% in adjusted EBITDA margin.”

 

FINANCIAL HIGHLIGHTS FOR THE THIRD QUARTER ENDED MARCH 31, 2025

 

· Net sales increase of +3.8% year-over-year to €242.5 million as compared to €233.6 million in Q3 FY24 and in FYTD 25 +8.0% vs. FYTD 24

· GMV growth of 3.8% to €261.3 million in Q3 FY25 as compared to €251.9 million in the prior year period

· Outstanding Average Order Value increasing by +8.8% to €753 LTM in Q3 FY25 vs. Q3 FY24

· Gross Profit margin of 44.8%, an increase of 140 BPs year-over-year

· Adjusted EBITDA of €9.3 million and adjusted EBITDA margin of 3.9% - FYTD 25 Adjusted EBITDA margin at 4.3%

· Positive Operating Cash Flow of €18.7 million in Q3 FY25

 

 


 

 

 

KEY BUSINESS HIGHLIGHTS

 

· Expansion of partnership with Prada to global distribution rights including the United States

· Successful two-week immersive Aspen Après-Ski experience in cooperation with Bemelmans in Aspen, with strong acquisition of new high-net-worth customers

· Launch of exclusive capsule collections and pre-launches in collaboration with Loewe, Etro, Balenciaga, Manolo Blahnik, Saint Laurent, Bottega Veneta, Valentino Garavani, Toteme, Tod’s and many more

· Impactful Top Customer events around the globe and “money-can´t buy” experiences in partnership with luxury brands, including an exclusive dinner with Christopher Esber in Paris, an exclusive event with Alaïa in Venice and a cocktail party with Pucci in Austin

· Outstanding customer satisfaction with Net Promoter Score of 86.0% in Q3 FY25

 

Given the recent uncertainties on tariffs and their effects on customer sentiment we now expect for GMV and Net Sales growth the lower end of our given guidance of 7% to 13% for the full fiscal year ending June 30, 2025 for the legacy Mytheresa standalone business. Given our continuous focus on profitability we confirm our guidance for Adjusted EBITDA margin in the range of 3% and 5%.

 

The acquisition of YOOX Net-A-Porter in the fourth quarter of our FY 25 is expected to add another €300-350 million Net Sales and an Adjusted EBITDA loss of -€20 million to -€30 million to the legacy Mytheresa standalone business FY 25 numbers, ending on June 30, 2025.

 

With the successful closing of the acquisition of YOOX NET-A-PORTER we are very excited for the medium- and long-term outlook of the combined business. With our proven ability to execute and to show strong results we confirm our medium-term outlook for the combined business to achieve around 4bn net sales per year and an adjusted EBITDA margin of 7-9%.

 

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

 

ACQUISITION OF YOOX NET-A-PORTER

 

On April 23, 2025, LuxExperience (formerly Mytheresa) successfully closed its acquisition of YOOX NET-A-PORTER from Richemont, through its subsidiary Richemont Italia Holding S.P.A., following the fulfillment of all conditions including receipt of all unconditional approvals from the relevant regulatory authorities.

 

· The Company is now the sole shareholder of NET-A-PORTER, MR PORTER, YOOX and THE OUTNET, which it will fully consolidate under the LuxExperience B.V. umbrella.

· In exchange for all shares of YOOX NET-A-PORTER and a net cash position of €555m and no financial debt, Richemont has received 49,741,342 shares in LuxExperience, representing 33% of the Company’s fully diluted share capital post issuance of the consideration shares.

· Richemont International Holding S.A. to provide a €100m revolving credit facility to YOOX NET-A-PORTER

 

Beginning in the fourth quarter for fiscal year 2025, the Company will be reporting in three operating segments: Luxury - Mytheresa (which is the legacy Mytheresa standalone business), Luxury – NAP & MRP (which is comprised of the NET-A-PORTER and MR PORTER businesses of YOOX NET-A-PORTER), and Off-Price (which is comprised of the YOOX and THE OUTNET businesses of YOOX NET-A-PORTER).

 

 


 

 

 

CONFERENCE CALL AND WEBCAST INFORMATION

 

LuxExperience will host a conference call to discuss Mytheresa´s third quarter of fiscal year 2025 financial results on May 14, 2025 at 8:00am Eastern Time. Those wishing to participate via webcast should access the call through LuxExperience´s Investor Relations website at https://investors.luxexperience.com. Those wishing to participate via the telephone may dial in at +1 (800) 715-9871 (USA).

 

The participant access code will be 7531135. The conference call replay will be available via webcast through LuxExperience´s Investor Relations website. The telephone replay will be available from 11:00am Eastern Time on May 14, 2025, through May 21, 2025, by dialing +1 (800) 770-2030 (USA). The replay passcode will be 7531135. For specific international dial-ins please see here.

 

LuxExperience Strategic Update Call

 

Following the successful acquisition of YNAP, management of LuxExperience will host a strategic update call before the U.S. market open at 8:00am Eastern Time on May 15, 2025, to provide more details on the newly formed group structure of LuxExperience, key strategic initiatives, financial details, as well as management’s plans and strategic direction moving forward.

 

Those wishing to participate via webcast should access the call through LuxExperience´s Investor Relations website at https://investors.luxexperience.com. Those wishing to participate via the telephone may dial in at +1 (800) 715-9871 (USA). The participant access code will be 9261939. The conference call replay will be available via webcast through LuxExperience´s Investor Relations website. The telephone replay will be available from May 15, 2025, through May 22, 2025, by dialing +1 (800) 770-2030 (USA). The replay passcode will be 9261939. For specific international dial-ins please see here.

 

FORWARD LOOKING STATEMENTS

 

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

 

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

 

 


 

 

 

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

 

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

 

Further information on these and other factors that could affect our financial results is included in filings we make with the U.S. Securities and Exchange Commission (“SEC”) from time to time, including the section titled “Risk Factors” included in the Form 20-F filed on September 12, 2024. These documents are available on the SEC’s website at www.sec.gov and on the SEC Filings section of the Investor Relations section of our website at: https://investors.luxexperience.com.

 

ABOUT NON-IFRS FINANCIAL MEASURES AND OPERATING METRICS

 

Our non-IFRS financial measures include:

 

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

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

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

 

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

 

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

 

 


 

 

 

ABOUT MYTHERESA

 

Mytheresa is a leading luxury multi-brand digital platform. Founded as a boutique in 1987, Mytheresa launched online in 2006 and offers ready-to-wear, shoes, bags and accessories for womenswear, menswear, kidswear as well as lifestyle products and fine jewelry. The highly curated edit of up to 250 brands focuses on true luxury brands such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row, Valentino, and many more. Mytheresa’s unique digital experience is based on a sharp focus on high-end luxury shoppers, exclusive product and content offerings, leading technology and analytical platforms as well as high quality service operations. Mytheresa is part of LuxExperience, the leading digital, multi-brand luxury group and reported €913.6 million GMV in fiscal year 2024.

 

ABOUT LUXEXPERIENCE

 

LuxExperience is the leading digital, multi-brand luxury group and the online shopping destination for luxury enthusiasts worldwide. LuxExperience operates a portfolio of some of the most distinguished store brands in digital luxury and creates communities for luxury enthusiasts with unique digital and physical experiences. Mytheresa, NET-A-PORTER and MR PORTER offer highly curated edits of the most prestigious luxury brands across the world, featuring womenswear, menswear, kidswear, fine jewelry & watches, and lifestyle products. YOOX and THE OUTNET are the leading destinations for multi-brand off-season online luxury shopping. The NYSE listed group operates in key markets worldwide.

 

For more information, please visit https://investors.luxexperience.com.

 

Investor Relations Contact
LuxExperience B.V.

Stefanie Muenz

phone: +49 89 127695-1919

email: investors@luxexperience.com

 

 

 

Media Contact for public relations

Sandra Romano

mobile: +49 152 54725178

email: sandra.romano@mytheresa.com

 

Media Contact for business press

Lisa Schulz

mobile: +49 151 11216490

email: lisa.schulz@luxexperience.com

 

 

Source: LuxExperience B.V.

 

 


 

 

 

LuxExperience B.V.

 

Financial Results and Key Operating Metrics

(Amounts in € millions)

 

  Three Months Ended   Nine months ended
                       
   March 31, 2024   March 31, 2025   Change
in % / BPs
  March 31, 2024   March 31, 2025   Change
in % / BPs
(in millions) (unaudited)                      
Gross Merchandise Value (GMV) (1) € 251.9   € 261.3   3.8%   € 674.3   € 722.6   7.2%
Active customer (LTM in thousands) (1), (2) 862   837   (2.9%)   862   837   (2.9%)
Total orders shipped (LTM in thousands) (1), (2) 2,065   2,055   (0.5%)   2,065   2,055   (0.5%)
Net sales € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Gross profit € 101.3   € 108.5   7.2%   € 278.7   € 310.8   11.5%
Gross profit margin(3) 43.4%   44.8%   140 BPs   45.1%   46.6%   150 BPs
Operating loss € (2.1)   € (5.4)   (155.6%)   € (20.4)   € (38.0)   (86.6%)
Operating loss margin(3) (0.9%)   (2.2%)   (130 BPs)   (3.3%)   (5.7%)   (240 BPs)
Net loss € (3.3)   € (5.5)   (65.4%)   € (21.3)   € (33.7)   (58.2%)
Net loss margin(3) (1.4%)   (2.3%)   (90 BPs)   (3.4%)   (5.1%)   (170 BPs)
Adjusted EBITDA(4) € 8.9   € 9.3   5.5%   € 15.2   € 28.4   86.7%
Adjusted EBITDA margin(3) 3.8%   3.9%   10 BPs   2.5%   4.3%   180 BPs
Adjusted Operating income (4) € 5.0   € 5.5   9.7%   € 4.1   € 16.6   303.2%
Adjusted Operating income margin(3) 2.1%   2.3%   20 BPs   0.7%   2.5%   180 BPs
Adjusted Net income  (4) € 3.8   € 5.4   42.7%   € 3.2   € 21.4   572.9%
Adjusted Net income margin(3) 1.6%   2.2%   60 BPs   0.5%   3.2%   270 BPs

 

(1) Definition of GMV, Active customer and Total orders shipped can be found on page 30 in our quarterly report.

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

(3) As a percentage of net sales.

(4) EBITDA, adjusted EBITDA, adjusted Operating income, adjusted net income are measures not defined under IFRS. For further information about how we calculate these measures and limitations of its use, see page 30 in our quarterly report.

 

 


 

 

 

LuxExperience B.V.

 

Financial Results and Key Operating Metrics

(Amounts in € millions)

 

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

 

  Three Months Ended   Nine Months Ended
                       
   March 31,
2024
  March 31,
2025
  Change
in %
  March 31,
2024
  March 31,
2025
  Change
in %
(in millions) (unaudited)                      
Net loss € (3.3)   € (5.5)   (65.4%)   € (21.3)   € (33.7)   (58.2%)
Finance costs, net € 1.3   € 1.0   (24.4%)   € 3.5   € 4.1   18.8%
Income tax expense (benefit) € (0.1)   € (0.9)   (973.5%)   € (2.6)   € (8.4)   (230.6%)
Depreciation and amortization € 3.9   € 3.9   0.2%   € 11.1   € 14.9   34.4%
thereof depreciation of
right-of use assets
€ 2.4   € 2.4   0.5%   € 7.1   € 7.2   1.7%
thereof impairment loss on
property & equipment (3)
-   -   N/A   -   € 3.1   N/A
EBITDA € 1.8   € (1.5)   (186.8%)   € (9.2)   € (23.1)   (149.3%)
Other transaction-related,
certain legal and other expenses (1)
€ 4.1   € 7.4   79.2%   € 10.2   € 38.3   277.4%

Share-based compensation (2)

€ 3.0   € 3.5   17.7%   € 14.3   € 13.2   (8.1%)
Adjusted EBITDA € 8.9   € 9.3   5.5%   € 15.2   € 28.4   86.7%
                       
Reconciliation to Adjusted EBITDA Margin                      
Net sales € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Adjusted EBITDA margin 3.8%   3.9%   10 BPs   2.5%   4.3%   180 BPs

 

  Three Months Ended   Nine Months Ended
                       
   March 31,
2024
  March 31,
2025
  Change
in %
  March 31,
2024
  March 31,
2025
  Change
in %
(in millions) (unaudited)                      
Operating loss € (2.1)   € (5.4)   (155.6%)   € (20.4)   € (38.0)   (86.6%)
Other transaction-related,
certain legal and other expenses (1)
€ 4.1   € 7.4   79.2%   € 10.2   € 38.3   277.4%
Share-based compensation (2) € 3.0   € 3.5   17.7%   € 14.3   € 13.2   (8.1%)
Impairment loss on property &
equipment (3)
-   -   N/A   -   € 3.1   N/A
Adjusted Operating income (loss) € 5.0   € 5.5   9.7%   € 4.1   € 16.6   303.2%
                       
Reconciliation to Adjusted Operating income margin                      
Net sales € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Adjusted Operating income (loss) margin 2.1%   2.3%   20 BPs   0.7%   2.5%   180 BPs

 

 


 

 

 

  Three Months Ended   Nine Months Ended
                       
   March 31,
2024
  March 31,
2025
  Change
in %
  March 31,
2024
  March 31,
2025
  Change
in %
(in millions) (unaudited)                      
Net loss € (3.3)   € (5.5)   (65.4%)   € (21.3)   € (33.7)   (58.2%)
Other transaction-related,
certain legal and other expenses (1)
€ 4.1   € 7.4   79.2%   € 10.2   € 38.8   282.3%
Share-based compensation (2) € 3.0   € 3.5   17.7%   € 14.3   € 13.2   (8.1%)
Impairment loss on property
& equipment (3)
-   -   N/A   -   € 3.1   N/A
Adjusted Net income € 3.8   € 5.4   42.7%   € 3.2   € 21.4   572.9%
                       
Reconciliation to Adjusted Net income Margin                      
Net sales € 233.6   € 242.5   3.8%   € 617.7   € 667.2   8.0%
Adjusted Net income margin 1.6%   2.2%   60 BPs   0.5%   3.2%   270 BPs

 

(1) Other transaction-related, certain legal and other expenses represent (i) professional fees, including advisory and accounting fees, related to potential  & completed 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 (applicable only to adjusted net income reconciliation).

 

(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 LuxExperience 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 page 29 & page 30 in our quarterly report.

 

(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.

 

 


 

 

 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Profit & Loss and Comprehensive Income

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

 

      Three Months Ended   Nine Months Ended
               
(in € thousands)     March 31,
2024
  March 31,
2025
  March 31,
2024
  March 31,
2025
                   
Net sales     233,568   242,508   617,664   667,194
Cost of sales, exclusive of depreciation and amortization     (132,290)   (133,976)   (338,964)   (356,443)
Gross profit     101,277   108,532   278,700   310,751
Shipping and payment cost     (39,296)   (36,613)   (100,121)   (99,671)
Marketing expenses     (23,090)   (26,525)   (70,247)   (81,594)
Selling, general and administrative expenses     (37,124)   (44,890)   (117,563)   (149,628)
Depreciation and amortization     (3,885)   (3,892)   (11,124)   (14,949)
Other income (expense), net     12   (2,035)   (1)   (2,916)
Operating loss     (2,106)   (5,422)   (20,355)   (38,006)
Finance income     2   0   3   (0)
Finance costs     (1,285)   (969)   (3,491)   (4,143)
Finance costs, net     (1,283)   (969)   (3,488)   (4,143)
Loss before income taxes     (3,389)   (6,391)   (23,843)   (42,149)
Income tax (expense) benefit     69   898   2,537   8,445
Net loss     (3,320)   (5,493)   (21,307)   (33,704)
Cash Flow Hedge     (287)   2,807   (482)   (371)
Income Taxes related to Cash Flow Hedge     80   (783)   134   104
Foreign currency translation     21   21   (12)   39
Other comprehensive income (loss)     (186)   2,044   (360)   (229)
Comprehensive loss     (3,506)   (3,449)   (21,666)   (33,933)
                   
Basic & diluted earnings per share   € (0.04)   € (0.06)   € (0.25)   € (0.39)

Weighted average ordinary shares outstanding (basic and diluted) – in millions (1)

(basic and diluted) – in millions

    86.8   87.4   86.8   87.3

 

 

(1) In accordance with IAS 33, includes contingently issuable shares that are fully vested and can be converted at any time for no consideration. For further details, refer to note 15 in our quarterly report.

 

 


 

 

 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Financial Position

(Amounts in € thousands)

 

(in € thousands)     June 30, 2024   March 31, 2025
Assets          
Non-current assets          
Intangible assets and goodwill     154,951   155,259
Property and equipment     43,653   37,892
Right-of-use assets     45,468   40,493
Deferred tax assets     1,999   9,395
Other non-current assets     7,572   7,573
Total non-current assets     253,643   250,612
Current assets          
Inventories     370,635   372,823
Trade and other receivables     11,819   13,607
Other assets     45,306   45,263
Cash and cash equivalents     15,107   14,240
Total current assets     442,867   445,934
Total assets     696,511   696,546
           
Shareholders’ equity and liabilities          
Subscribed capital     1   1
Capital reserve     546,913   561,150
Accumulated Deficit     (112,767)   (146,471)
Accumulated other comprehensive income     1,496   1,268
Total shareholders’ equity     435,643   415,948
           
Non-current liabilities          
Provisions     2,789   2,909
Lease liabilities     40,483   37,094
Deferred tax liabilities     11   63
Total non-current liabilities     43,282   40,066
Current liabilities          
Borrowings     -   25,000
Tax liabilities     10,643   466
Lease liabilities     9,282   7,929
Contract liabilities     17,104   21,011
Trade and other payables     85,322   69,712
Other liabilities     95,235   116,415
Total current liabilities     217,585   240,532
Total liabilities     260,867   280,598
Total shareholders’ equity and liabilities     696,511   696,546

 

 


 

 

 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Changes in Equity

(Amounts in € thousands)

 

(in € thousands)   Subscribed
capital
  Capital
reserve
  Accumulated
deficit
  Hedging
reserve
  Foreign
currency
translation
reserve
  Total
shareholders’
equity
Balance as of July 1, 2023   1   529,775   (87,856)   -   1,509   443,429
Net loss   -   -   (21,307)   -   -   (21,307)
Other comprehensive income   -   -   -   (347)   (12)   (360)
Comprehensive loss   -   -   (21,307)   (347)   (12)   (21,666)
Share-based compensation   -   14,321   -   -   -   14,321
Balance as of March 31, 2024   1   544,096   (109,163)   (347)   1,496   436,083
                         
Balance as of July 1, 2024   1   546,913   (112,767)   -   1,496   435,643
Net loss   -   -   (33,704)   -   -   (33,704)
Other comprehensive loss   -   -   -   (268)   39   (229)
Comprehensive loss   -   -   (33,704)   (268)   39   (33,933)
Exercise of share options       1,148               1,148
Reclassification due to cash settlement of share-based compensation       (66)               (66)
Share-based compensation   -   13,155   -   -   -   13,155
Balance as of March 31, 2025   1   561,150   (146,471)   (268)   1,535   415,948

 

 


 

 

 

LuxExperience B.V.

 

Unaudited Condensed Consolidated Statements of Cash Flows

(Amounts in € thousands)

 

    Nine months ended March 31,
(in € thousands)   2024   2025
         
Net loss   (21,307)   (33,704)
Adjustments for        
Depreciation and amortization   11,124   14,949
Finance costs, net   3,488   4,143
Share-based compensation   14,184   13,155
Income tax benefit   (2,537)   (8,445)
Change in operating assets and liabilities        
Increase in inventories   (4,396)   (2,188)
Decrease (increase) in trade and other receivables   (6,455)   (1,964)
Decrease in other assets   5,013   3,084
Increase in other liabilities   11,376   20,757
(Decrease) increase in contract liabilities   (1,359)   3,907
(Decrease) increase in trade and other payables   (21,171)   (15,600)
Income taxes paid   (14,349)   (11,975)
Net cash used in operating activities   (26,389)   (13,881)
Expenditure for property and equipment and intangible assets   (9,411)   (2,261)
Net cash (used in) investing activities   (9,411)   (2,261)
Interest paid   (4,133)   (3,993)
Proceeds from borrowings   26,066   25,000
Proceeds from exercise of share options       1,148
Cash settlement of share-based compensation   -   (66)
Payment of lease liabilities   (5,703)   (6,882)
Net cash inflow (outflow) from financing activities   16,230   15,208
Net decrease in cash and cash equivalents   (19,570)   (934)
Cash and cash equivalents at the beginning of the period   30,136   15,107
Effects of exchange rate changes on cash and cash equivalents   21   68
Cash and cash equivalents at end of the period   10,587   14,240