Press release

Farfetch Announces First Quarter 2019 Results

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Farfetch Limited (NYSE: FTCH), the leading global technology platform
for the luxury fashion industry, today reported financial results for
the first quarter ended March 31, 2019.

José Neves, Farfetch Founder, CEO and Co-Chair said: “Farfetch enjoyed
excellent growth in first quarter 2019, with Platform GMV rising 44% to
$415 million, or approximately 50% growth on a constant currency basis.
This outpaced both our expectations and, by some distance, growth in the
online personal luxury goods sector as we continued to gain market share.

In addition to strong operational execution, we reached some important
strategic milestones that position us for continued strong growth in
2020 and beyond. This included launching the Augmented Retail pilot in
Chanel’s new Paris flagship boutique at 19 Rue Cambon. We are also
thrilled to be entering the sneaker resale market, and launching
Farfetch on JD.com’s platform through our recent acquisitions of Stadium
Goods and Toplife, both of which are on pace to be operationally
integrated ahead of schedule.

Overall, we are very well-positioned to continue capturing share of the
significant opportunity in the online personal luxury goods market.”

Elliot Jordan, CFO of Farfetch, said: “I am very pleased with the strong
start we have made to the year, with the first quarter 2019 results
demonstrating a well-executed quarter. Our rapid growth, which far
exceeds the growth of the online luxury industry, enables our continued
investment in both nearer-term customer engagement and longer-term
platform development, underpinning our continued future growth.
Moreover, we also delivered Adjusted EBITDA margin in line with
expectations.”

Consolidated Financial Summary and Key Operating Metrics (in
thousands, except per share data or as otherwise stated):

   
Three months ended March 31,
2018     2019
Consolidated Group:
Gross Merchandise Value (“GMV”) $ 292,692 $ 419,273
Revenue 125,617 174,064
Adjusted Revenue 103,082 146,374
Loss After Tax (50,727 ) (109,275 )
Adjusted EBITDA (23,657 ) (30,236 )
Adjusted EBITDA Margin

(22.9%)

 

(20.7%)

 

Earnings Per Share (“EPS”) $ (0.20 ) $ (0.36 )
Adjusted EPS $ (0.18 ) $ (0.22 )
Platform:
Platform GMV $ 288,671 $ 414,737
Platform Services Revenue 99,061 141,838
Platform Gross Profit 59,365 80,941
Platform Order Contribution 40,002 49,518
Platform Order Contribution Margin

40.4%

 

34.9%

 

Active Consumers1 1,034.4 1,699.3
Average Order Value (“AOV”) – Marketplace (actual) $ 647.1 $ 601.0
Average Order Value – Stadium Goods (actual) $ $ 299.7
   

1

  See “Revision to our Operating Metrics Definitions” below for an
explanation regarding changes to the previously reported metrics.
 

Recent Business Highlights

  • Continued to add breadth & depth to the Marketplace offering with new
    brands and boutiques:

    • Added new fashion labels, Jil Sander, Etro, and Mulberry
      as direct brand partners
    • Expanded direct supply with several existing top brands including Versace,
      Maison Margiela, Valentino, Phillip Plein, Zegna,
      and Pucci, among others
    • Added 30 new boutique partners including category specialists in
      fine jewelry & watches, and kidswear; and our first boutique
      partner in Puerto Rico
    • Expanded department store relationships, adding On Pedder and
      Joyce of the Lane Crawford Joyce Group, the premier luxury
      department store group in Greater China
  • Launched Farfetch Communities to inspire and help customers
    find things they love by showcasing bespoke editorial content created
    by Farfetch’s fashion-loving creators, curators and consumers,
    featuring their influential tastes, collections and fashion viewpoints
  • Completed the global rollout of Farfetch’s Access loyalty
    program, enabling all eligible customers to take advantage of a
    portfolio of benefits designed to reward frequent and increased spend
  • Launched its first Store of the Future augmented retail pilot for
    shareholder, Chanel, in its new Paris flagship boutique just 15 months
    after entering an exclusive partnership
  • Farfetch Platform Solutions launched a site for fashion label, 3.1
    Phillip Lim
    , on its white-label platform, providing the brand with
    an e-commerce solution with the same technology, features, and ongoing
    innovations as the Farfetch Marketplace
  • Launched a localized Farfetch site in Denmark, expanding Farfetch’s
    global reach to include 22 localized sites in 15 different languages
  • Introduced Positively Farfetch, Farfetch’s mission to become
    the global platform for good in the luxury fashion industry. In
    conjunction with this initiative:

    • Began piloting Second Life buyback program enabling
      customers to trade their designer handbags for credit towards
      future Farfetch purchases
    • Dream Assembly, Farfetch’s technology accelerator, turned the full
      focus of its second cohort to sustainability as it welcomed
      for-profit startups focused on making fashion a “force for good”,
      in partnership with Stella McCartney and Burberry
    • Partnered with Kiva to empower Farfetchers to provide financial
      support to entrepreneurs in need across more than 80 countries

First Quarter 2019 Results Summary

Gross Merchandise Value and Platform GMV

Gross Merchandise Value (“GMV”) increased by $126.6 million from $292.7
million to $419.3 million in first quarter 2019, representing
year-over-year growth of 43.2%. Platform GMV increased by $126.1 million
from $288.7 million to $414.7 million, representing year-over-year
growth of 43.7%. Excluding the impact of changes in foreign exchange
rates, Platform GMV would have increased by approximately 50%.

The increases in GMV and Platform GMV were primarily driven by an
increase of 64.3% in Active Consumers to 1.7 million, and increases in
average number of orders per Active Consumer and total number of orders
on the Farfetch Marketplace. Other contributing factors include an
increase in the number of clients supported by our white-label solution,
growth in transactions through these managed websites, and the addition
of Stadium Goods, our sneaker and streetwear marketplace.

Revenue

Revenue increased by $48.4 million year-over-year from $125.6 million in
first quarter 2018 to $174.1 million in first quarter 2019, representing
growth of 38.6%. The increase was primarily driven by 43.2% growth in
Platform Services Revenue to $141.8 million, 22.9% growth in Platform
Fulfilment Revenue to $27.7 million and 12.8% growth in In-Store Revenue
to $4.5 million.

The increase in Platform Services Revenue was driven by 43.7% growth in
Platform GMV, partially offset by lower Third-Party Take Rate; as well
as growth in first-party GMV, which is included in Platform Services
Revenue at 100% of the GMV.

Platform Fulfillment Revenue is derived from the pass-through of
delivery and duties charges incurred by our global logistics solutions.
The growth of Platform Fulfillment Revenue represents the increase
year-over-year of these costs due to the increase in the number of
orders, offset by an increase in the number of orders qualifying for
free-shipping through our customer incentives.

Revenue by type of good or service (in thousands):

   
Three months ended March 31,
2018     2019
Platform Services Revenue $ 99,061 $ 141,838
Platform Fulfilment Revenue 22,535 27,690
In-Store Revenue   4,021   4,536
Revenue $ 125,617 $ 174,064
 

Cost of Revenue

Cost of revenue increased by $26.3 million, or 40.9% year-over-year from
$64.4 million in first quarter 2018 to $90.8 million in first quarter
2019. The increase was primarily driven by the increases in delivery,
packaging and transaction processing expenditures incurred as a result
of an increased number of orders as well as an increase in cost of goods
associated with first-party sales.

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

   
Three months ended March 31,
2018     2019
Demand generation expense $ 19,363 $ 31,423
Technology expense 13,896 20,159
Depreciation and amortization 4,875 14,106
Share based payments 6,567 38,714
General and administrative 51,571 61,945
Other items     2,493
Selling, general and administrative expense $ 96,272 $ 168,840
 

First quarter 2019 demand generation expense increased 62.3%
year-over-year to $31.4 million, or 22.2% of Platform Services Revenue.
The increase in spend has contributed to the increased number of orders
and Active Consumers as described above as we continued to invest in
customer acquisition and retention efforts to support our continued
growth in Platform GMV and Platform Services Revenue.

Technology expense, which is primarily related to research and
development and operations of our platform features and services,
increased by $6.3 million, or 45.1%, year-over-year in first quarter
2019, primarily driven by a 28.3% increase in technology staff
headcount, as well as higher software, hosting and infrastructure
expenses, to support the continued growth of the business. We currently
operate three globally distributed data centers, which support the
processing of our growing base of transactions, including one in
Shanghai dedicated to serving our Chinese customers.

Depreciation and amortization expense increased by $9.2 million or
189.4% year-over-year from $4.9 million to $14.1 million in first
quarter 2019. Amortization expense increased principally due to our
continued technology investment, in which we capitalize qualifying
technology development costs and amortize them over a three-year period,
as well as the additional amortization recognized on intangible assets
acquired in recent acquisitions. The increase in depreciation expense
was driven by the first-time adoption of the new leasing accounting
standard, IFRS 16, on January 1, 2019, whereby $4.3 million of
depreciation related to right-of-use assets was recognized in first
quarter 2019. In first quarter 2018, the comparative expense for
operating leases was included in general and administrative expense.

Share based payments increased by $32.1 million, or 489.5%,
year-over-year in first quarter 2019, primarily due to the fair value
re-measurement of our cash-settled share based payment awards and
provision for employment related taxes on share based payment awards.
Other contributing factors include the award of employee incentives
following the Stadium Goods acquisition, key-contributor grants as part
of the Farfetch annual compensation scheme as well as employment tax
expenses related to option exercises.

General and administrative expense increased by $10.4 million, or 20.1%,
year-over-year in first quarter 2019, primarily driven by a 29.8%
increase in non-technology headcount across a number of areas to support
the expansion of the business. General and administrative costs as a
percentage of Adjusted Revenue decreased from 50.0% in first quarter
2018 to 42.3% in first quarter 2019, reflecting improved efficiency of
our semi-variable and fixed costs as well as the impact of adopting IFRS
16 in first quarter 2019, as described above.

Other items comprises $2.5 million of acquisition-related expenses.
There were no such items in first quarter 2018.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA loss increased by $6.6 million, or 27.8%, year-over-year
in first quarter 2019, to $30.2 million. Adjusted EBITDA Margin improved
from (22.9%) to (20.7%) over the same period, primarily due to the
impact of adopting IFRS 16 in first quarter 2019, as described above.

Loss After Tax

Loss after tax increased by $58.5 million, or 115.4% year-over-year in
first quarter 2019 to $109.3 million. This was largely driven by a
year-over-year increase in the operating loss from $35.1 million to
$85.5 million combined with an increase in unrealized foreign exchange
losses primarily driven by the impact of a stronger U.S. dollar on the
revaluation of our foreign currency-denominated balances in first
quarter 2019.

Outlook

The following forward-looking statement reflects Farfetch’s expectations
as of May 15, 2019:

For second quarter 2019, Platform GMV is expected to grow approximately
40% – 42% year-over-year, and Adjusted EBITDA Margin is expected to be
approximately (19%) – (21%).

For full year 2019, Platform GMV is expected to grow approximately 41%,
and Adjusted EBITDA Margin is expected to be approximately (16%) – (17%).

The expected Adjusted EBITDA Margin for both periods include the
estimated impact from the adoption of IFRS 16, which became effective on
January 1, 2019.

Conference Call Information

Farfetch will host a conference call today, May 15, 2019 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 30 days.

 
Unaudited interim condensed consolidated statement of operations
for the three months ended March 31
(in $ thousands, except share and per share data)
       
2018 2019
Revenue 125,617 174,064
 
Cost of revenue (64,444 ) (90,773 )
Gross profit 61,173 83,291
 
Selling, general and administrative expenses (96,272 ) (168,840 )
Share of results of associates   15  
Operating loss (35,099 ) (85,534 )
 
Net finance expense (15,101 ) (23,181 )
Loss before tax (50,200 ) (108,715 )
 
Income tax expense (527 ) (560 )
Loss after tax (50,727 ) (109,275 )
 
Earnings per share attributable to owners of the parent
Basic and diluted (0.20 ) (0.36 )
 
Weighted-average ordinary shares outstanding
Basic and diluted 249,791,183 304,444,601
 
 
Unaudited interim condensed consolidated statement of
comprehensive loss
for the three months ended March 31
(in $ thousands, except share and per share data)
       
2018 2019
Loss for the period (50,727 ) (109,275 )
 
Other comprehensive income/(expense):

Items that may be subsequently reclassified to consolidated
statement of operations (net of tax):

Exchange differences on translation of foreign operations 19,798 29,448
Loss on cash flow hedges   (267 )
 
Other comprehensive income for the period, net of tax 19,798   29,181  
Total comprehensive loss for the period, net of tax (30,929 ) (80,094 )
 
 
Unaudited interim condensed consolidated statement of financial
position
(in $ thousands)
       
December 31, March 31,
2018 2019
Non-current assets
Trade and other receivables 10,458 12,145
Intangible assets 103,345 305,426
Property, plant and equipment 37,528 39,024
Right-of-use assets 94,224
Investments 566 6,086
Investments in associates 86   104  
Total non-current assets 151,983   457,009  
Current assets
Inventories 60,954 76,751
Trade and other receivables 93,670 109,598
Cash and cash equivalents 1,044,786   794,658  
Total current assets 1,199,410   981,007  
Total assets 1,351,393   1,438,016  
 
Equity and liabilities
Equity
Share capital 11,994 12,283
Share premium 772,300 824,275
Merger reserve 783,529 783,529
Foreign exchange reserve (23,509 ) 5,939
Other reserves 67,474 48,875
Accumulated losses (483,357 ) (588,297 )
Total equity 1,128,431   1,086,604  
 
Non-current liabilities
Provisions 13,462 31,298
Lease liabilities 80,210
Other liabilities 15,342   25,444  
Total non-current liabilities 28,804   136,952  
 
Current liabilities
Trade and other payables 194,158 199,610
Lease liabilities   14,850  
Total current liabilities 194,158   214,460  
Total liabilities 222,962   351,412  
Total equity and liabilities 1,351,393   1,438,016  
 
 
Unaudited interim condensed consolidated statement of cash flows
for the three months ended March 31
(in $ thousands)
       
2018 2019
Cash flows from operating activities
Loss before tax (50,200 ) (108,715 )
Adjustments for:
Depreciation 1,453 6,136
Amortization 3,422 7,970
Non-cash employee benefits expense 6,567 24,064
Net loss on sale of non-current assets 84
Share of results of associates (15 )
Net finance expense 15,101 23,181
Net exchange differences 340 (5 )
Change in the fair value of derivatives (6 ) 776
Change in working capital
Increase in receivables (32,169 ) (11,375 )
Increase in inventories (6,829 ) (15,255 )
Decrease in payables (19,849 ) (734 )
Change in other assets and liabilities
Increase in non-current receivables (513 ) (1,443 )
Interest paid (95 )
Income taxes paid   (295 )
Net cash outflow from operating activities (82,683 ) (75,721 )
 
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired (148,522 )
Payments for property, plant and equipment (5,168 ) (5,082 )
Payments for intangible assets (8,681 ) (16,721 )
Interest received 1,273 2,554
Payments for equity investments   (5,520 )
Net cash outflow from investing activities (12,576 ) (173,291 )
 
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs 82,269 1,013
Principal elements of lease payments   (3,683 )
Net cash inflow/ (outflow) from financing activities 82,269   (2,670 )
 
Net decrease in cash and cash equivalents (12,990 ) (251,682 )
Cash and cash equivalents at the beginning of the period 384,002 1,044,786
Effects of exchange rate changes on cash and cash equivalents 332   1,554  
Cash and cash equivalents at end of period 371,344   794,658  
 
 
Unaudited interim condensed consolidated statement of changes in
equity
(in $ thousands)
                           
Foreign
Share Share Merger exchange Other Accumulated
capital premium reserve reserve reserves losses Total equity
Balance at January 1, 2018 9,298 677,674 633 38,475 (329,177 ) 396,903
Changes in equity
Issue of share capital 340 81,928 82,268
Total comprehensive income/ (loss) 19,798 (50,727 ) (30,929 )
Share based payment – equity settled   5,737     5,737  
Balance at March 31, 2018 9,638 759,602 20,431   44,212   (379,904 ) 453,979  
 
Balance at January 1, 2019 11,994 772,300 783,529 (23,509 ) 67,474   (483,357 ) 1,128,431  
Changes in equity
Issue of share capital 289 51,975 26,920 79,184
Share based payment – reverse vesting shares (48,839 ) (48,839 )
Total comprehensive income/ (loss) 29,448 (267 ) (109,275 ) (80,094 )
Share based payment – equity settled   3,587   4,335   7,922  
Balance at March 31, 2019 12,283 824,275 783,529 5,939   48,875   (588,297 ) 1,086,604  
 
 
Farfetch Limited
Supplemental Metrics
    2017     2018     2019
Second     Third     Fourth First     Second     Third     Fourth First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
(in thousands, except per share data or otherwise stated)
Consolidated Group:
Gross Merchandise Value (“GMV”) $ 217,806 $ 204,601 $ 310,718 $ 292,692 $ 338,543 $ 309,973 $ 466,490 $ 419,273
Revenue 93,146 86,913 126,482 125,617 146,693 134,541 195,533 174,064
Adjusted Revenue 75,514 70,487 102,486 103,082 118,677 112,742 170,089 146,374
In-Store Revenue 3,616 4,339 3,764 4,021 3,170 4,090 4,314 4,536
Demand Generation Expense (16,694 ) (16,824 ) (23,255 ) (19,363 ) (21,895 ) (22,103 ) (33,934 ) (31,423 )
Technology Expense (6,050 ) (8,335 ) (12,148 ) (13,896 ) (17,135 ) (19,034 ) (18,159 ) (20,159 )
Share Based Payments (4,752 ) (5,249 ) (7,715 ) (6,567 ) (5,956 ) (38,475 ) (2,821 ) (38,714 )
Depreciation and Amortization (2,706 ) (2,932 ) (3,029 ) (4,875 ) (5,463 ) (6,014 ) (7,185 ) (14,106 )
General and Administrative (38,610 ) (41,150 ) (52,735 ) (51,571 ) (62,080 ) (58,561 ) (56,679 ) (61,945 )
Other Items (3,823 ) (126 ) (2,493 )
Loss After Tax (19,947 ) (28,179 ) (54,816 ) (50,727 ) (17,681 ) (77,255 ) (9,912 ) (109,275 )
Adjusted EBITDA (9,860 ) (20,620 ) (23,409 ) (23,657 ) (25,417 ) (32,311 ) (14,575 ) (30,236 )
Adjusted EBITDA Margin (13.1 %) (29.3 %) (22.8 %) (22.9 %) (21.4 %) (28.7 %) (8.6 %) (20.7 %)
Earnings Per Share (“EPS”) $ (0.10 ) $ (0.13 ) $ (0.25 ) $ (0.20 ) $ (0.07 ) $ (0.30 ) $ (0.03 ) $ (0.36 )
Adjusted EPS $ (0.05 ) $ (0.10 ) $ (0.21 ) $ (0.18 ) $ (0.05 ) $ (0.15 ) $ (0.02 ) $ (0.22 )
Platform:
Platform GMV $ 214,190 $ 200,263 $ 306,954 $ 288,671 $ 335,373 $ 305,884 $ 462,176 $ 414,737
Platform Services Revenue 71,898 66,148 98,722 99,061 115,507 108,652 165,775 141,838
Platform Fulfilment Revenue 17,632 16,426 23,996 22,535 28,016 21,799 25,444 27,690
Platform Gross Profit 49,735 43,258 62,829 59,365 74,222 65,487 92,632 80,941
Platform Order Contribution 33,041 26,434 39,574 40,002 52,327 43,384 58,698 49,518
Platform Order Contribution Margin 46.0 % 40.0 % 40.1 % 40.4 % 45.3 % 39.9 % 35.4 % 34.9 %
Active Consumers1 804.7 866.3 950.5 1,034.4 1,138.7 1,240.1 1,381.9 1,699.3
AOV – Marketplace (actual) $ 600.4 $ 605.2 $ 670.4 $ 647.1 $ 602.4 $ 584.6 $ 637.3 $ 601.0
AOV – Stadium Goods (actual) $ $ $ $ $ $ $ $ 299.7
    1   See “Revision to our definition of Active Consumers and use of
Farfetch Marketplace Operating Metrics” below for an explanation
regarding changes to the previously reported metrics.
 

Forward Looking Statements

This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements
contained in this release that do not relate to matters of historical
fact should be considered forward-looking statements, including, without
limitation, statements regarding our expected financial performance and
operational performance for the second quarter of 2019 and fiscal year
ending December 31, 2019, as well as statements that include the words
“expect,” “intend,” “plan,” “believe,” “project,” “forecast,”
“estimate,” “may,” “should,” “anticipate” and similar statements of a
future or forward-looking nature. These forward-looking statements are
based on management’s current expectations. These statements are neither
promises nor guarantees, but involve known and unknown risks,
uncertainties and other important factors that may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to: purchasers of
luxury products may not choose to shop online in sufficient numbers; our
ability to generate sufficient revenue to be profitable or to generate
positive cash flow on a sustained basis; the volatility and difficulty
in predicting the luxury fashion industry; our reliance on a limited
number of retailers and brands for the supply of products on our
Marketplace; our reliance on retailers and brands to anticipate,
identify and respond quickly to new and changing fashion trends,
consumer preferences and other factors; our reliance on retailers and
brands to make products available to our consumers on our Marketplace
and to set their own prices for such products; fluctuation in foreign
exchange rate; our reliance on information technologies and our ability
to adapt to technological developments; our ability to acquire or retain
consumers and to promote and sustain the Farfetch brand; our ability or
the ability of third parties to protect our sites, networks and systems
against security breaches, or otherwise to protect our confidential
information; our ability to successfully launch and monetize new and
innovative technology; our dependence on highly skilled personnel,
including our senior management, data scientists and technology
professionals, and our ability to hire, retain and motivate qualified
personnel; José Neves, our chief executive officer, has considerable
influence over important corporate matters due to his ownership of us,
and our dual-class voting structure will limit your ability to influence
corporate matters, including a change of control; and the other
important factors discussed under the caption “Risk Factors” in our
Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission (“SEC”) on March 1, 2019 as such factors may be updated from
time to time in our other filings with the SEC, which are accessible on
the SEC’s website at www.sec.gov.
In addition, we operate in a very competitive and rapidly changing
environment. New risks emerge from time to time. It is not possible for
our management to predict all risks, nor can we assess the impact of all
factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements that we may make.
In light of these risks, uncertainties and assumptions, the
forward-looking events and circumstances discussed in this release are
inherently uncertain and may not occur, and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statements. Accordingly, you should not rely upon
forward-looking statements as predictions of future events. In addition,
the forward-looking statements made in this release relate only to
events or information as of the date on which the statements are made in
this release. Except as required by law, we undertake no obligation to
update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, after the date on
which the statements are made or to reflect the occurrence of
unanticipated events.

Revisions to our Operating Metrics Definitions

We previously defined Active Consumers as active consumers on the
Farfetch Marketplace. Following the acquisition of Stadium Goods on
January 4, 2019, which is now included in our consolidated results, we
have multiple marketplaces within our consolidated group. As a result,
Stadium Goods is now included in Active Consumers, and for completeness
we now include BrownsFashion.com, a directly owned and operated site,
within Active Consumers as well. We have revised our previously reported
Active Consumers disclosure to include BrownsFashion.com Active
Consumers for all reported periods.

We also believe it is more useful to present AOV for both Farfetch
Marketplace and Stadium Goods, as they operate at two different price
points. We will present these as separate metrics from the first quarter
of 2019.

In addition, we no longer believe “Number of Orders” on the Farfetch
Marketplace provides a meaningful view of business performance, and we
will not report this metric going forward.

Consolidated Statement of Operations Reclassification

We have revised previously reported revenues and cost of revenues for
each of the first three quarters of 2018 to reflect certain sales
originally reported on a third party basis (i.e. net revenue
presentation), as being on a first party basis (i.e. gross revenue
presentation). These revisions had no impact on gross profit or loss
after tax in those periods, and had no impact on any of our unaudited
condensed consolidated statements of financial position, changes in
equity or cash flows during 2018. The Group has determined that these
revisions are immaterial to the previously reported financial
information, and there is no impact on any previously issued annual
financial statements. There was no impact to other prior periods.

Non-IFRS and Other Financial and Operating Metrics

This release includes certain financial measures and metrics not based
on IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted
EPS, Adjusted Revenue, Platform Services Revenue, Platform Gross Profit,
Platform Order Contribution, and Platform Order Contribution Margin, as
well as operating metrics, including GMV, Platform GMV, Active Consumers
and Average Order Value.

Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS,
Adjusted Revenue, Platform Services Revenue, Platform Gross Profit,
Platform Order Contribution, and Platform Order Contribution Margin:

  • as measurements of operating performance because they assist us in
    comparing our operating performance on a consistent basis, as they
    remove the impact of items not directly resulting from our core
    operations;
  • for planning purposes, including the preparation of our internal
    annual operating budget and financial projections;
  • to evaluate the performance and effectiveness of our strategic
    initiatives; and
  • to evaluate our capacity to fund capital expenditures and expand our
    business.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Adjusted Revenue,
Platform Services Revenue, Platform Gross Profit, Platform Order
Contribution and Platform Order Contribution Margin may not be
comparable to similar measures disclosed by other companies, because not
all companies and analysts calculate these measures in the same manner.
We present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS,
Adjusted Revenue, Platform Services Revenue, Platform Gross Profit,
Platform Order Contribution and Platform Order Contribution Margin
because we consider them to be important supplemental measures of our
performance, and we believe they are frequently used by securities
analysts, investors and other interested parties in the evaluation of
companies. Management believes that investors’ understanding of our
performance is enhanced by including these non-IFRS financial measures
as a reasonable basis for comparing our ongoing results of operations.
Many investors are interested in understanding the performance of our
business by comparing our results from ongoing operations period over
period and would ordinarily add back non-cash expenses such as
depreciation, amortization and items that are not part of normal
day-to-day operations of our business. By providing these non-IFRS
financial measures, together with reconciliations to IFRS, we believe we
are enhancing investors’ understanding of our business and our results
of operations, as well as assisting investors in evaluating how well we
are executing our strategic initiatives.

Items excluded from these non-IFRS measures are significant components
in understanding and assessing financial performance. Adjusted EBITDA,
Adjusted EBITDA Margin, Adjusted EPS, Adjusted Revenue and Platform
Services Revenue have limitations as analytical tools and should not be
considered in isolation, or as an alternative to, or a substitute for
loss after tax, revenue or other financial statement data presented in
our consolidated financial statements as indicators of financial
performance. Some of the limitations are:

  • such measures do not reflect revenue related to fulfilment, which is
    necessary to the operation of our business;
  • such measures do not reflect our expenditures, or future requirements
    for capital expenditures or contractual commitments;
  • such measures do not reflect changes in our working capital needs;
  • such measures do not reflect our share based payments, income tax
    expense or the amounts necessary to pay our taxes;
  • although depreciation and amortization are eliminated in the
    calculation of Adjusted EBITDA, the assets being depreciated and
    amortized will often have to be replaced in the future and such
    measures do not reflect any costs for such replacements; and
  • other companies may calculate such measures differently than we do,
    limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA, Adjusted EBITDA Margin,
Adjusted EPS, Adjusted Revenue and Platform Services Revenue should not
be considered as measures of discretionary cash available to us to
invest in the growth of our business and are in addition to, not a
substitute for or superior to, measures of financial performance
prepared in accordance with IFRS. In addition, the non-IFRS financial
measures we use may differ from the non-IFRS financial measures used by
other companies, and are not intended to be considered in isolation or
as a substitute for the financial information prepared and presented in
accordance with IFRS. Furthermore, not all companies or analysts may
calculate similarly titled measures in the same manner. We compensate
for these limitation by relying primarily on our IFRS results and using
these non-IFRS measures only as supplemental measures.

Platform Gross Profit, Platform Order Contribution and Platform Order
Contribution Margin are not measurements of our financial performance
under IFRS and do not purport to be alternatives to gross profit or loss
after tax derived in accordance with IFRS. We believe that Platform
Gross Profit, Platform Order Contribution and Platform Order
Contribution Margin are useful measures in evaluating our operating
performance because they take into account demand generation expense and
are used by management to analyze the operating performance of our
platform for the periods presented. We also believe that Platform Gross
Profit, Platform Order Contribution and Platform Order Contribution
Margin are useful measures in evaluating our operating performance
within our industry because they permit the evaluation of our platform
productivity, efficiency and performance.

Farfetch reports under International Financial Reporting Standards
(“IFRS”). Farfetch provides earnings guidance on a non-IFRS basis and
does not provide earnings guidance on an IFRS basis. A reconciliation of
the Company’s Adjusted EBITDA guidance to the most directly comparable
IFRS financial measure cannot be provided without unreasonable efforts
and is not provided herein because of the inherent difficulty in
forecasting and quantifying certain amounts that are necessary for such
reconciliations, including adjustments that are made for future changes
in the fair value of cash-settled share based payment liabilities;
foreign exchange gains/(losses) and the other adjustments reflected in
our reconciliation of historical non-IFRS financial measures, the
amounts of which, could be material.

Reconciliations of these non-IFRS measures to the most directly
comparable IFRS measure are included in the accompanying tables.

The following table reconciles Adjusted EBITDA to the most directly
comparable IFRS financial performance measure, which is loss after tax:

 
(in $ thousands, except as otherwise noted)
                               
2017 2018 2019
Second Third Fourth First Second Third Fourth First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Loss after tax $ (19,947 ) $ (28,179 ) $ (54,816 ) $ (50,727 ) $ (17,681 ) $ (77,255 ) $ (9,912 ) $ (109,275 )
Net finance expense/(income) (605 ) (839 ) 20,171 15,101 (19,319 ) (733 ) (14,915 ) 23,181
Income tax expense/(credit) (581 ) 225 374 527 187 1,183 261 560

Depreciation and amortization

2,706 2,932 3,029 4,875 5,463 6,014 7,185 14,106
Share based payments(a) 4,752 5,249 7,715 6,567 5,956 38,475 2,821 38,714
Other items(b) 3,823 126 2,493

Share of results of associates

  (8 )   (8 )   (8 )       (23 )   5     (15 )   (15 )
Adjusted EBITDA $ (9,860 ) $ (20,620 ) $ (23,409 ) $ (23,657 ) $ (25,417 ) $ (32,311 ) $ (14,575 ) $ (30,236 )
  (a)   Represents share based payment expense.
(b) Represents other items, which are outside the normal scope of our
ordinary activities or non-cash items, including fair value
remeasurement of contingent consideration of $3.3 million in second
quarter 2017 and legal fees directly related to acquisitions of
$126,000 in fourth quarter 2017. There were no other such items in
2018. In 2019, $2.5 million related to legal and advisory fees in
respect of acquisitions in first quarter 2019. Other items is
included within selling, general and administrative expenses.
 

The following table reconciles Adjusted Revenue and Platform Services
Revenue to the most directly comparable IFRS financial performance
measure, which is revenue:

 
(in $ thousands, except as otherwise noted)
                               
2017 2018 2019
Second Third Fourth First Second Third Fourth First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Revenue $ 93,146 $ 86,913 $ 126,482 $ 125,617 $ 146,693 $ 134,541 $ 195,533 $ 174,064
Less: Platform Fulfilment Revenue (17,632 ) (16,426 ) (23,996 ) (22,535 ) (28,016 ) (21,799 ) (25,444 ) (27,690 )
Adjusted Revenue 75,514 70,487 102,486 103,082 118,677 112,742 170,089 146,374
Less: In-Store Revenue   (3,616 )   (4,339 )   (3,764 )   (4,021 )   (3,170 )   (4,090 )   (4,314 )   (4,536 )

Platform Services Revenue

$ 71,898   $ 66,148   $ 98,722   $ 99,061   $ 115,507   $ 108,652   $ 165,775   $ 141,838  
 

Platform Gross Profit, Platform Order Contribution and Platform Order
Contribution Margin are not measurements of our financial performance
under IFRS and do not purport to be alternatives to gross profit or loss
after tax derived in accordance with IFRS. We believe that Platform
Gross Profit, Platform Order Contribution and Platform Order
Contribution Margin are useful measures in evaluating our operating
performance because they take into account demand generation expense and
are used by management to analyze the operating performance of our
platform for the periods presented. We also believe that Platform Gross
Profit, Platform Order Contribution and Platform Order Contribution
Margin are useful measures in evaluating our operating performance
within our industry because they permit the evaluation of our platform
productivity, efficiency and performance.

The following table reconciles Platform Gross Profit and Platform Order
Contribution to the most directly comparable IFRS financial performance
measure, which is gross profit:

 
(in $ thousands, except as otherwise noted)
                               
2017 2018 2019
Second Third Fourth First Second Third Fourth First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Gross profit $ 51,494 $ 45,689 $ 64,729 $ 61,173 $ 75,693 $ 67,387 $ 94,197 $ 83,291
Less: In-Store Gross Profit(a)   (1,759 )   (2,431 )   (1,900 )   (1,808 )   (1,471 )   (1,900 )   (1,565 )   (2,350 )
Platform Gross Profit 49,735 43,258 62,829 59,365 74,222 65,487 92,632 80,941
Less: Demand generation expense   (16,694 )   (16,824 )   (23,255 )   (19,363 )   (21,895 )   (22,103 )   (33,934 )   (31,423 )

Platform Order Contribution

$ 33,041   $ 26,434   $ 39,574   $ 40,002   $ 52,327   $ 43,384   $ 58,698   $ 49,518  

(a) In-Store Gross Profit is In-Store Revenue less the direct cost
of goods sold relating to In-Store Revenue

 

The following table reconciles Adjusted EPS to the most directly
comparable IFRS financial performance measure, which is Earnings per
share:

 
(per share amounts)
                               
2017 2018 2019
Second Third Fourth First Second Third Fourth First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
Earnings per share $ (0.10 ) $ (0.13 ) $ (0.25 ) $ (0.20 ) $ (0.07 ) $ (0.30 ) $ (0.03 ) $ (0.36 )
Share based payments (a) 0.03 0.03 0.04 0.02 0.02 0.15 0.01 0.12
Amortization of acquired intangible assets 0.01
Other items (b) 0.02 0.01
Share of results of associates
Tax effect of adjustments                                        
Adjusted EPS $ (0.05 )   $ (0.10 )   $ (0.21 )   $ (0.18 )   $ (0.05 ) $ (0.15 ) $ (0.02 ) $ (0.22 )
(a)   Represents share based payment expense on a per share basis.
(b) Represents other items on a per share basis, which are outside the
normal scope of our ordinary activities or non-cash items, including
fair value remeasurement of contingent consideration of $3.3 million
in second quarter 2017 and legal fees directly related to
acquisitions of $126,000 in fourth quarter 2017. There were no other
such items in 2018. In 2019, $2.5 million related to legal and
advisory fees in respect of acquisitions in first quarter 2019.
Other items is included within selling, general and administrative
expenses.
 

We define our non-IFRS and other financial and operating metrics as
follows:

“Active Consumers” means active consumers on our directly owned and
operated sites and related apps. A consumer is deemed to be active if
they made a purchase within the last 12-month period, irrespective of
cancellations or returns. Active Consumers includes Farfetch
Marketplace, BrownsFashion.com and Stadium Goods. Due to technical
limitations, Active Consumers does not de-dupe Stadium Goods consumers
from Farfetch Marketplace or BrownsFashion.com consumers. The number of
Active Consumers is an indicator of our ability to attract and retain an
increasingly large consumer base to our platform and of our ability to
convert platform visits into sale orders.

“Adjusted EBITDA” means loss after taxes before net finance expense/
(income), income tax (credit)/expense and depreciation and amortization,
further adjusted for share based compensation expense, other items
(represents items outside the normal scope of our ordinary activities)
and share of results of associates. Adjusted EBITDA provides a basis for
comparison of our business operations between current, past and future
periods by excluding items that we do not believe are indicative of our
core operating performance. Adjusted EBITDA may not be comparable to
other similarly titled metrics of others.

“Adjusted EBITDA Margin” means Adjusted EBITDA calculated as a
percentage of Adjusted Revenue.

“Adjusted EPS” means earnings per share further adjusted for share based
payments, amortization of acquired intangible assets, other items
(outside the normal scope of our ordinary activities), share of results
of associates and the related tax effects of these adjustments. Adjusted
EPS provides a basis for comparison of our business operations between
current, past and future periods by excluding items that we do not
believe are indicative of our core operating performance. Adjusted EPS
may not be comparable to other similarly titled metrics of other
companies.

“Adjusted Revenue” means revenue less Platform Fulfilment Revenue.

“Average Order Value” (“AOV”) means the average value of all orders
excluding value added taxes placed on either the Farfetch Marketplace or
the Stadium Goods Marketplace, as indicated.

“Gross Merchandise Value” (“GMV”) means the total dollar value of orders
processed. 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, although GMV and revenue are correlated.

“In-Store Gross Profit” means In-Store Revenue less the direct cost of
goods sold relating to In-Store Revenue.

“In-Store Revenue” means revenue generated in our retail stores which
include Browns and Stadium Goods.

“Platform Fulfilment Revenue” means revenue from shipping and customs
clearing services that we provide to our consumers, net of consumer
promotional incentives, such as free shipping and promotional codes.

“Platform GMV” means GMV excluding In-Store Revenue.

“Platform Gross Profit” means gross profit excluding In-Store Gross
Profit.

“Platform Order Contribution” means gross profit after deducting demand
generation expense, which includes fees that we pay for our various
marketing channels. Platform Order Contribution provides an indicator of
our ability to extract consumer value from our demand generation
expense, including the costs of retaining existing consumers and our
ability to acquire new consumers.

“Platform Order Contribution Margin” means Platform Order Contribution
calculated as a percentage of Platform Services Revenue.

“Platform Services Revenue” means Adjusted Revenue less In-Store
Revenue. Platform Services Revenue is driven by our Platform GMV,
including revenue from first-party sales, and commissions from
third-party sales. The revenue realized from first-party sales is equal
to the GMV of such sales because we act as principal in these
transactions, and thus related sales are not commission based. Platform
Services Revenue was also referred to as Adjusted Platform Revenue in
previous filings with the SEC.

“Third-Party Take Rate” means Platform Services Revenue excluding
revenue from first-party sales, as a percentage of GMV excluding GMV
from first-party sales and Platform Fulfilment Revenue. Revenue from
first-party sales, which is equal to GMV from first-party sales, means
revenue derived from sales on our platform of inventory purchased by us.

Certain figures in the release may not recalculate exactly due to
rounding. This is because percentages and/or figures contained herein
are calculated based on actual numbers and not the rounded numbers
presented.

About Farfetch

Farfetch Limited is the leading global technology platform for the
luxury fashion industry. Founded in 2007 by José Neves for the love of
fashion, and launched in 2008, Farfetch began as an e-commerce
marketplace for luxury boutiques around the world. Today the
Farfetch.com Marketplace connects customers in over 190 countries with
items from more than 50 countries and over 1,000 of the world’s best
brands, boutiques and department stores, delivering a truly unique
shopping experience and access to the most extensive selection of luxury
on a single platform. Through its business units, which also include
Farfetch Platform Solutions (incorporating Store of The Future and
Farfetch Black & White Solutions), as well as Browns and Stadium Goods,
Farfetch continues to invest in innovation and develop key technologies,
business solutions, and services for the luxury fashion industry.

For more information, please visit www.farfetch.com.