Farfetch Announces Third Quarter 2021 Results

• Digital Platform Gross Merchandise Value (“GMV”) two-year growth accelerates to 97% in Q3 2021; Generates $828 million Digital Platform GMV, up 23% year-over-year
• Group GMV exceeds $1 billion, up 28% year-over-year and more than double compared to Q3 2019
• Q3 2021 Revenue increases 33% year-over-year to $583 million
• Q3 2021 Gross Profit Margin of 43%; Digital Platform Order Contribution Margin of 27%
• Q3 2021 Profit After Tax of $769 million includes $901 million non-cash benefit arising from impact of lower share price on items held at fair value and remeasurements
• Q3 2021 Adjusted EBITDA improves to $5 million from $(10) million in Q3 2020

Farfetch Limited (NYSE: FTCH), the leading global platform for the luxury fashion industry, today reported financial results for the third quarter ended September 30, 2021.

José Neves, Farfetch Founder, Chairman and CEO said: “I’m thrilled by Farfetch’s continued track record of delivering aggressive market share capture as we accelerated two-year stack Digital Platform GMV growth to 97% in the third quarter, and remain on track to achieve our goal of full year Adjusted EBITDA profitability and GMV growth above our long-term 30% CAGR target.

“We are seeing strong industry traction behind our platform strategy. Over 1,400 brands and retailers are not only listing more luxury products than ever, but also driving record media solutions revenue in recognition of our highly valuable customers. And with accelerating interest in our Luxury New Retail vision, Farfetch Platform Solutions is shaping up to revolutionize the digitization of the luxury experience and unlock significant potential for Farfetch.”

Elliot Jordan, CFO of Farfetch, said: “I am very pleased by Farfetch’s performance across the third quarter, with GMV more than doubling on a two-year basis and achieving profitability at the Adjusted EBITDA level. Our performance shows that we are navigating an unprecedented market environment, and we continue to deliver on actions to sustain Adjusted EBITDA profitability moving forwards.”

Consolidated Financial Summary and Key Operating Metrics (in $ thousands, except per share data, Average Order Value, Active Consumers or otherwise stated):

See “Notes and Disclosures” on page 19 for further explanations. See “Non-IFRS and Other Financial and Operating Metrics” on page 19 for reconciliations of non-IFRS measures to IFRS measures.

Recent Business Highlights

Digital Platform

• Digital Platform GMV growth on a two-year basis accelerated sequentially from 89% in Q2 2021 to 97% in Q3 2021, led by key luxury markets including the United States, Mainland China, United Kingdom, Middle East, Germany and Russia, which more than doubled in two years
• Third-party transactions generated 82% of Digital Platform GMV at a take rate of 30.1% in third quarter 2021
• First-party transactions grew 26% year-over-year, supported by First-Party Original which generated 4% of Digital Platform GMV in third quarter 2021
• The Farfetch Marketplace continued to offer customers an exceptionally broad selection of luxury fashion from over 1,400 sellers, as supply from both multi-brand retailers and e-concession partners continued to increase
  • Top 20 third-party e-concession partners expanded available stock units more than 75% year-over-year, in aggregate, contributing to the more than 10 million available stock units in third quarter 2021
  • Maintained 100% retention of top 100 brand and boutique partners in last three years
• Continued to partner with brands to showcase their collections to Farfetch Marketplace visitors, generating record level of media solutions revenue for the second consecutive quarter, campaigns featured:
  • ‘The Language of Prada’, highlighting Prada’s new collection, the first of a two-part partnership
  • ‘Future Fantasy’ digital landscape campaign highlighting Balenciaga’s Autumn-Winter 2021 collection utilizing virtual try-on, 3D-design and Instagram filters
  • First-time partner, Miu Miu, highlighting their Autumn-Winter 2021 collection
  • Dolce & Gabbana’s exclusive capsule collection, presented in comic format in partnership with creative magazine, Kaleidoscope
  • Livestream event for Moncler’s latest Genius capsule collection

• Farfetch Platform Solutions (“FPS”) expanded its e-concession-as-a-service integrations to include Gucci, now live for Harrods; also launched a global e-commerce site for Moonboot
• Stadium Goods partnered with BAPE in October 2021 for its first branded sneaker collaboration

New Guards

• Launched sustainable, digital-only brand There Was One, available exclusively on the Farfetch Marketplace. The brand features conscious and certified materials across collections, and is delivered in minimal packaging, which is recyclable and compostable, with limited drops to minimize overproduction
• New Guards’ portfolio continued to focus on direct-to-consumer channels, which contributed to Off-White and Palm Angels’ positions within the top 10 brands on the Farfetch Marketplace, while creating culturally relevant collections:
  • Off-White released Off-White x Nike Dunk Low 'The 50' Collection and launched ‘I Support All Forms of Love’ initiative with Trinice McNally, with all proceeds from the collection being donated to the Black LGBTQIA+ Migrant Project
  • Palm Angels opened store in Miami, its first directly operated store, and released first-ever beauty collaboration, with launch of fragrance collection in with 19-69

Environmental, Social and Governance (“ESG”)

• Extended Second Life service to the Middle East, enabling customers in the U.A.E., Kuwait and Saudi Arabia to trade luxury handbags for credit on the Marketplace
• Launched pre-order on the Marketplace, enabling customer to preview and order items several weeks before commercial availability, enabling brands to minimize overproduction
• Launched pilot with Patch, a carbon removal marketplace, in November 2021 aimed at enabling the neutralization of carbon emissions for FPS clients
• Published Farfetch’s first 2020 ESG report, highlighting initiatives and progress made towards our 2030 sustainability goals

   

Third Quarter 2021 Results Summary

Gross Merchandise Value (in thousands):

GMV increased by $219.5 million from $797.8 million in third quarter 2020 to $1,017.3 million in third quarter 2021, representing year-over-year growth of 27.5%. While GMV growth accelerated on a two-year basis, it increased at a lower year-over-year rate than the first half of 2021, reflecting strong comparative growth delivered in Q3 2020. Digital Platform GMV increased by $154.4 million from $674.1 million in third quarter 2020 to $828.5 million in third quarter 2021, representing year-over-year growth of 22.9%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have increased by 20.8%.

GMV growth reflects the performance across our three reportable segments. Digital Platform GMV reflects both order growth and an increase in AOV from $574 to $593 across the Marketplace, due to a higher full-price mix and higher average selling price. Growth in Brand Platform GMV was driven by strong demand for New Guards’ brands Autumn-Winter 2021 collections as well as a greater mix of shipments in Q3 2021 compared to the prior year. Growth in In-Store GMV was driven by additional New Guards stores opened in the last twelve months as well as strong growth from existing stores.

Revenue (in thousands):

Revenue increased by $144.9 million year-over-year from $437.7 million in third quarter 2020 to $582.6 million in third quarter 2021, representing growth of 33.1%. The increase was primarily driven by 26.5% growth in Digital Platform Revenue to $397.1 million and year-over-year growth in Brand Platform Revenue of 47.2% to $165.3 million.

Digital Platform Services Revenue increased 21.4%, driven by 22.9% overall growth in Digital Platform GMV with Digital Platform Services first-party GMV, which includes First-Party Original, increasing 26.3% year-over-year to $133.7 million. Digital Platform Services first-party revenue growth was primarily driven by strong performance of Browns’ products on the Marketplace, in addition to high demand for New Guards brands on the Marketplace and their respective websites. This first-party revenue growth was partially offset by slower growth in third-party revenue, of 18.0%, which was primarily driven by a shift in third-party seller mix from boutique to brand partner which historically have had a lower take rate, on average.

Digital Platform Fulfilment Revenue represents the pass-through of delivery and duties charges incurred by our global logistics solutions, net of any Farfetch-funded consumer promotions and incentives. Digital Platform Fulfilment Revenue increased 53.0% year-over-year, above Digital Platform GMV growth of 22.9%. This was driven by increased pass-through costs resulting from higher duties due to a shift in regional mix of sales and continued impacts of Brexit, which we expect to be ongoing.

Brand Platform Revenue increased by 47.2% to $165.3 million due to the same factors driving Brand Platform GMV growth.

In-Store Revenue increased by 76.6% to $20.2 million due to the same factors driving In-Store GMV growth.

Cost of Revenue (in thousands):

Cost of revenue increased by $101.7 million, or 44.5%, year-over-year from $228.7 million in third quarter 2020 to $330.4 million in third quarter 2021. This was at a higher rate than revenue growth and was driven by growth in Digital Platform cost of revenue and Brand Platform cost of revenue.

Digital Platform Services cost of revenue increased at a higher rate than Digital Platform Services Revenue driven by an increase in subsidized shipping and higher duties costs, as well as an increase in first party costs of goods sold driven by the growth of the first-party business.

As we continue to rely on third parties to provide shipping services, changes in their operations due to the ongoing impacts of COVID-19, as well as supply and demand for delivery services as online adoption accelerates across industries, and global supply chain challenges, may further impact our cost of revenue, and may in the future impact our growth or service levels.

Gross profit (in thousands):

Gross profit increased by $43.2 million, or 20.6%, year-over-year, slower than revenue growth, to $252.2 million in third quarter 2021. Gross profit margin decreased 450 bps year-over-year to 43.3% from 47.8%, due to the softening of gross profit growth in both Digital Platform and Brand Platform.

Digital Platform Gross Profit Margin decreased 470 bps to 49.8% in third quarter 2021 from 54.5% in third quarter 2020, as Digital Platform Services cost of revenue increased at a higher rate than Digital Platform Services Revenue. This was driven by a decrease in Digital Platform third-party gross profit margin due to an increase in subsidized shipping and higher duties costs. This was combined with a decrease in Digital Platform first-party gross profit margin driven by a shorter full-price window.

Brand Platform Gross Profit Margin decreased 370 bps year-over-year to 48.6% primarily due to the implementation of sustainable production processes.

Selling, general and administrative expenses by type (in thousands):

Demand generation expense increased $27.9 million year-over-year to $74.1 million in third quarter 2021 and increased as a percentage of Digital Platform Service Revenue from 17.6% to 23.2%. This was driven by our investment in acquiring and engaging customers in paid channels, including our redistribution of spend in response to the impact of Apple's recent iOS privacy measures, which exhibited higher unit costs, on average.

Technology expense primarily relates to maintenance and operations of our platform features and services, as well as software, hosting and infrastructure expenses, which includes three globally distributed data centers, including one in Shanghai, which support the processing of our growing base of transactions. Technology expense increased by $2.8 million, or 9.3%, in third quarter 2021 year-over-year. The increase was mainly driven by an increase in technology staff headcount as well as software and hosting costs to support growth.

Third quarter 2021 technology expense continued to scale as a percentage of Adjusted Revenue, decreasing from 7.7% to 6.5% year-over-year as we continue to leverage our existing infrastructure and organization.

Depreciation and amortization expense increased by $10.8 million, or 20.0%, year-over-year from $54.0 million in third quarter 2020 to $64.8 million in third quarter 2021. Amortization expense increased principally due to increased technology investments, where qualifying technology development costs are capitalized and amortized over their useful lives. Depreciation expense increased primarily as a result of new stores and office leases entered into within the last twelve months.

Share-based payments decreased by $35.7 million, or (43.6)% year-over-year in third quarter 2021 due to the reduced cost of employment related taxes and cash-settled awards, primarily as a result of the share price movement and quarterly revaluation, partially offset by additional grants of equity-settled awards, including the performance-based restricted share unit ("PSU") award granted to the Company's Founder, Chairman and CEO, José Neves in May 2021.

General and administrative expense decreased by $3.2 million, or (2.2)%, year-over-year in third quarter 2021, primarily due to a lower total employee cost per person, which was partially offset by costs of actions taken across a number of areas to support longer-term strategic initiatives including brand campaign investments and an increase in non-technology headcount. General and administrative expense decreased as a percentage of Adjusted Revenue to 27.8% compared to 37.1% in third quarter 2020 as we continued to leverage our operations base to efficiently grow Adjusted Revenue.

(Losses)/gains on items held at fair value and remeasurements (in thousands):

The $643.6 million of fair value gains on embedded derivative liabilities in third quarter 2021 were primarily driven by the decrease in our share price during the period. The fair value gains on embedded derivative liabilities in third quarter 2021 is comprised of the following revaluation gains on our convertible senior notes: (i) $159.4 million fair value gains related to $250 million 5.00% notes due 2025 (the “February 2020 Notes”); (ii) $307.1 million fair value gains related to $400 million 3.75% notes due 2027; and (iii) $177.2 million fair value gains related to $600 million 0.00% notes due 2030. These notes have provided strong liquidity to fund ongoing capital needs and invest in various growth initiatives. The $295.3 million of fair value losses on embedded derivative liabilities in third quarter 2020 were primarily driven by the increase in our share price during the period. The fair value losses on embedded derivatives in third quarter 2020 comprised a $138.2 million fair value revaluation losses related to $250 million 5.00% convertible senior notes issued in February 2020, and a $157.1 million fair value revaluation losses related to $400 million 3.75% convertible senior notes issued in April 2020.

The $257.5 million of remeasurement gains on put and call option liabilities in third quarter 2021 related to a $81.3 million remeasurement gains in connection with Chalhoub Group’s put option over non-controlling interest in Farfetch International Limited, and a $185.0 million gain on the put and call option resulting from the November 2020 strategic agreement with Alibaba Group Holding Limited (“Alibaba Group”) and Compagnie Financiere Richemont SA (“Richemont”), partially offset by a $4.6 million loss on the put and call option over the non-controlling interest in Alanui S.r.l. and a $4.2 million loss on the put and call option that New Guards holds over the acquisition of the remaining 40% share capital in Palm Angels S.r.l (“Palm Angels”). The $77.8 million of remeasurement losses in third quarter 2020 related to the remeasurement gains in connection with the Chalhoub Group’s put option over the non-controlling interest in Farfetch International Limited.

Profit After Tax

Profit after tax increased by $1,306.1 million year-over-year from a loss of $537.0 million to a profit of $769.1 million in third quarter 2021. The increase was primarily driven by gains on items held at fair value and remeasurements, which increased $1,274.3 million year-over-year.

EPS and Diluted EPS

Third quarter 2021 basic EPS was $2.09 and diluted EPS was $(0.25). Diluted EPS assumes a full conversion of the convertible notes into shares, and that the settlement of the Chalhoub liability and Farfetch China Holdings Ltd (“Farfetch China”) liability held on the statement of financial position at September 30, 2021 would have been in shares, with both transactions occurring at the beginning of the third quarter, 2021. As such, diluted EPS excludes the gains on items held at fair value and interest costs related to the Chalhoub liability, Farfetch China liability and the convertible notes, net of any applicable tax, while including all outstanding equity instruments that have a dilutive impact.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA improved by $15.6 million to $5.3 million in third quarter 2021 as a result of our growth and scaling of the fixed cost base. Adjusted EBITDA Margin improved from (2.7)% to 1.1% year-over-year, primarily reflecting declines in both general and administrative expenses and in technology expense as percentage of Adjusted Revenue.

Liquidity

At September 30, 2021, cash and cash equivalents were $1,349.7 million, a decrease of $223.7 million compared to $1,573.4 million at December 31, 2020. The decrease in cash and cash equivalents was primarily related to funding working capital, payments for intangible assets and $100 million short-term variable Net Asset Value investments. This was partially offset by $500 million cash proceeds related to the investment in Farfetch China by Alibaba Group and Richemont in August 2021.

Post Balance Sheet Events

On October 1, 2021, Tencent Holdings Limited elected to convert $75.0 million aggregate principal amount of 5.00% February 2020 Notes. We elected to physically settle the conversion of the notes in shares, resulting in the issuance of approximately 6.1 million Class A ordinary shares on October 5, 2021.

Outlook

The following forward-looking statements reflect Farfetch’s expectations as of November 18, 2021.

For Full Year 2021:

• Digital Platform GMV growth of approximately 33% year-over-year
• Adjusted EBITDA of approximately $5 million

For Fourth Quarter 2021:

• Digital Platform GMV growth of 18% to 22% year-over-year
• Brand Platform GMV growth of 20% to 25% year-over-year
• Adjusted EBITDA of approximately $40 million

Uncertainties resulting from the COVID-19 pandemic and the evolving nature of the situation, could have material impacts on our future performance and projections. Factors involving COVID-19 that could potentially impact our future performance include, among others:

• disruptions to our operations, fulfilment network, and shipments
• weakened consumer sentiment and discretionary income arising from various macro-economic conditions
• increased costs to support our operations
• slowing e-commerce consumer activity as vaccinations gain acceptance and populations resume to pre-pandemic activities and lifestyles

Conference Call Information

Farfetch Limited (the “Company” or “Farfetch”) will host a conference call today, November 18, 2021 at 4:30 p.m. Eastern Time to discuss the Company’s results as well as expectations about Farfetch’s business. Listeners may access the live conference call via audio webcast at http://farfetchinvestors.com, where listeners can also access Farfetch’s earnings press release and slide presentation. Following the call, a replay of the webcast will be available at the same website for at least 30 days.

⁽¹⁾ Refer to “Revisions to Previously Reported Financial Information” in Notes and Disclosures on page 19.