Farfetch Ltd.

11/14/2019 | Press release | Distributed by Public on 11/14/2019 15:39

Farfetch Announces Third Quarter 2019 Results

  • Exceeds Q3 2019 Guidance - Beats on Both Digital Platform GMV and Adjusted EBITDA Margin
  • Strong Outlook for Q4 2019 - Raises Expectations for Adjusted EBITDA and Reiterates Platform GMV Growth Rate
  • Continued to Expand Share of Online Luxury Market - Q3 2019 Digital Platform GMV of $420 million, Up 37% Year-Over-Year, or approximately 40% on Constant Currency Basis
  • Stronger Unit Economics - Digital Platform Order Contribution Margin Up to 31% and Gross Margin to 45% in Q3 2019, From 28% and 41%, Respectively, in Q2 2019
  • Adjusted EBITDA Loss Margin Improved to (16)% from (29)%, Loss After Tax Margin Improved to (33)% from (57)% Year-Over-Year
  • Expands Direct Brand and Boutique Network to More Than 1,200 Partners, Maintains 100% Retention of Top 100 Brand Partners Over Past Three Years
  • New Guards Group Contributes to Q3 Financial Performance, Integrations with Marketplace and Farfetch Platform Solutions Underway

LONDON--(BUSINESS WIRE)-- Farfetch Limited (NYSE: FTCH), the leading global technology platform for the luxury fashion industry, today reported financial results for the third quarter ended September 30, 2019.

José Neves, Farfetch Founder, CEO and Co-Chair said: 'I am very pleased with our continued progress in building the global platform for luxury. We had a fantastic Q3, beating all our expectations, and continuing to capture market share at a rapid pace. With $1.8 billion of Digital Platform GMV and 1.9 million Active Consumers over the last twelve months, Farfetch is firmly established as the #1 in-season luxury player online. Through our revolutionary technology, services and reach, we will continue to deliver an amazing service to our community of over 1,200 brands and boutiques, while also delighting fashion lovers around the world. We also remain focused on driving the cultural relevance of the Farfetch brand, and in that context I am delighted with our initial progress in integrating New Guards Group. A huge congratulations to all the brilliant Farfetchers who have worked so relentlessly across our global business to achieve these remarkable results.'

Elliot Jordan, CFO of Farfetch, said: 'Our third quarter 2019 results demonstrate focused execution against our core strategy, which resulted in strong digital platform GMV growth of 37% year-over-year, extending our market leading position, balanced with Order Contribution Margin increasing quarter-over-quarter to 31.3%. We are also pleased by the early strategic and financial benefits from the acquisition of New Guards Group, which, coupled with the stronger unit economics and continued operating leverage in our digital platform, have contributed to a significant year-over-year improvement in EBITDA margin.'

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

Three months ended September 30,

2018

2019

Consolidated Group:

Gross Merchandise Value ('GMV')

$

309,973

$

492,014

Revenue

134,541

255,481

Adjusted Revenue

112,742

228,227

Gross Profit

67,387

115,139

Gross Profit Margin

50.1%

45.1%

Loss After Tax

$

(77,255

)

$

(85,457

)

Adjusted EBITDA

(32,311

)

(35,638

)

Adjusted EBITDA Margin

(28.7)%

(15.6)%

Earnings Per Share ('EPS')

$

(0.30

)

$

(0.28

)

Adjusted EPS

(0.15

)

(0.18

)

Digital Platform:

Digital Platform GMV

$

305,884

$

420,266

Digital Platform Services Revenue

108,652

156,479

Digital Platform Gross Profit

65,487

83,294

Digital Platform Gross Profit Margin

60.3%

53.2%

Digital Platform Order Contribution

$

43,384

$

48,973

Digital Platform Order Contribution Margin

39.9%

31.3%

Active Consumers

1,240

1,889

Average Order Value ('AOV') - Marketplace

$

585

$

582

AOV - Stadium Goods

-

327

Brand Platform:

Brand Platform GMV

$

-

$

62,671

Brand Platform Revenue

-

62,671

Brand Platform Gross Profit

-

27,464

Brand Platform Gross Profit Margin

-

43.8%

See 'Metrics Definitions' on page 17 for further explanations, including the renaming of previous 'Platform' metrics to 'Digital Platform' metrics. See 'Non-IFRS and Other Financial and Operating Metrics' for reconciliations of non-IFRS measures to IFRS measures.

Recent Business Highlights

  • Continued to add breadth and depth to the Farfetch Marketplace offering through expanded partnerships with luxury brands and retailers:
    • Top 10 brands supply more than doubled year-over-year as of the end of third quarter 2019; also increased supply points with existing brand partner, Saint Laurent, in the US, Canada and Mexico
    • Signed new e-concessions with Golden Goose and Sunglass Hut, among others, bringing total brand partner count to just under 500,and maintained 100% retention of top 100 direct brand partners over past three years
    • Integrated New Guards Group on the Marketplace - all New Guards Group brands including Off-White and Marcelo Burlon County of Milan now leveraging Fulfilment by Farfetch and selling directly on the Marketplace as e-concessions
    • Grew boutique network to more than 700 retailers, bringing total direct brand and retail partners to more than 1,200
  • Further distinguished Farfetch's Marketplace as a premium destination for global luxury consumers while also helping advance Prada's direct-to-consumer distribution initiative as their exclusive third-party partner in offering its Linea Rossa collection for Autumn/Winter 2019
  • In August 2019, extended the Farfetch platform with the completion of the acquisition of New Guards Group, a luxury fashion platform with a proven track record of launching culturally relevant and profitable brands including Palm Angels, Heron Preston, Marcelo Burlon County of Milan, and Off-White, which was recently ranked #1 Hottest Brand in Q3 2019 by The Lyst Index. Addition of New Guards Group further elevates Farfetch's Marketplace proposition for fashion lovers worldwide with the broadest selection and exclusive access to capsule collections from their portfolio of brands, and brings expertise to launch new brands
  • Along with 55 other leaders in the fashion industry including Kering, Chanel, Hermes, Burberry and Stella McCartney, signed The Fashion Pact, aimed at setting practical objectives for reducing the industry's impact on the environment. Also furthered Farfetch's Positively Farfetch focus on sustainability with the launch of two new initiatives:
    • A new Positively Conscious destination on Farfetch.com offers an inspirational way to discover and shop the broadest selection of sustainable luxury products
    • Extended our Positively Circular initiative by partnering with Dream Assembly alumnus, Thrift+, to offer UK customers an on-demand clothing donation service through which they can earn Farfetch credits

Third Quarter 2019 Results Summary

Gross Merchandise Value (in thousands):

Three months ended September 30,

2018

2019

Digital Platform GMV

305,883

420,266

Brand Platform GMV

-

62,671

In-Store GMV

4,090

9,077

GMV

$

309,973

$

492,014

Gross Merchandise Value ('GMV') increased by $182.0 million from $310.0 million in third quarter 2018 to $492.0 million in third quarter 2019, representing year-over-year growth of 58.7%. Digital Platform GMV increased by $114.4 million from $305.9 million in third quarter 2018 to $420.3 million in third quarter 2019, representing year-over-year growth of 37.4%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have increased by approximately 39.7%.

The increase in GMV primarily reflects the growth in Digital Platform GMV and the addition of $62.7 million of Brand Platform GMV from New Guards Group which we acquired in August 2019. The increase in Digital Platform GMV was primarily driven by increases in Active Consumers to 1.9 million and average number of orders, partially offset by decreases in Average Order Values. Other contributing factors included an increase in the number of clients supported by Farfetch Platform Solutions, growth in transactions through our managed websites and the addition of Stadium Goods, our premier sneaker and streetwear Marketplace.

Revenue (in thousands):

Three months ended September 30,

2018

2019

Digital Platform Services Revenue

$

108,652

$

156,479

Digital Platform Fulfilment Revenue

21,799

27,254

Brand Platform Revenue

-

62,671

In-Store Revenue

4,090

9,077

Revenue

$

134,541

$

255,481

Revenue increased by $121.0 million year-over-year from $134.5 million in third quarter 2018 to $255.5 million in third quarter 2019, representing growth of 89.9%. The increase was primarily driven by 44.0% growth in Digital Platform Services Revenue to $156.5 million and the addition of Brand Platform Revenue from New Guards Group. In-Store Revenue increased by 121.9% to $9.1 million primarily due to the addition of revenue from New Guards Group's directly-operated stores and growth in Browns stores.

The increase in Digital Platform Services Revenue of 44.0% was driven by 37.4% growth in Digital Platform GMV, partially offset by a decline in Third-Party Take Rate to 31.2% in third quarter 2019, from 32.1% in the prior year quarter. Digital Platform Services Revenue was also boosted by growth in first-party GMV, which nearly doubled year-on-year and is included in Digital Platform Services Revenue at 100% of the GMV.

Digital Platform Fulfilment Revenue represents the pass-through of delivery and duties charges incurred by our global logistics solutions, net of any customer promotions and incentives funded by the Company. Whilst Digital Platform Fulfilment Revenue would be expected to grow in line with the cost of delivery and duties, which increase as Digital Platform GMV and order volumes grow, an increase in the level of promotions and incentives funded by the company will decrease Digital Platform Fulfilment Revenue. In third quarter 2019, Digital Platform Fulfilment Revenue increased 25.0%, a slower rate as compared to the cost of shipping and duties, primarily due to an increase in customer promotions year-over-year in response to the market environment. However, the impact of promotions in the quarter was lower than that in second quarter 2019, reflecting our strategic decision to reduce promotional activity.

Cost of Revenue (in thousands)

Three months ended September 30,

2018

2019

Digital Platform Services cost of revenue

$

43,166

$

73,185

Digital Platform Fulfilment cost of revenue

21,799

27,254

Brand Platform cost of revenue

-

35,208

In-Store cost of goods sold

2,189

4,695

Cost of Revenue

$

67,154

$

140,342

Cost of revenue increased by $73.2 million, or 109.0% year-over-year from $67.2 million in third quarter 2018 to $140.3 million in third quarter 2019. The increase was primarily driven by growth in first-party GMV and the associated cost of goods, delivery costs associated with order fulfilment, duties incurred on cross-border transactions, cost of goods sold related to our In-Store revenue and the addition of Brand Platform cost of revenue related to New Guards Group.

Gross Profit (in thousands)

Three months ended September 30,

2018

2019

Digital Platform Gross Profit

$

65,487

$

83,294

Brand Platform Gross Profit

-

27,464

In-Store Gross Profit

1,900

4,381

Gross Profit

$

67,387

$

115,139

Gross profit increased by $47.8 million, or 70.9% year-over-year from $67.4 million in third quarter 2018 to $115.1 million in third quarter 2019, primarily due to the growth in our Digital Platform Services Revenue and the addition of New Guards Group's Brand Platform operations. Gross profit margin decreased from 50.1% to 45.1% year-over-year, primarily driven by a lower Digital Platform Gross Profit Margin, due to an increase in promotions year-over-year, and the introduction of Brand Platform, which has a lower gross profit margin. The impacts were partially offset by an increase of In-Store gross profit margin.

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

Three months ended September 30,

2018

2019

Demand generation expense

$

22,103

$

34,321

Technology expense

19,034

22,322

Depreciation and amortization

6,014

35,097

Share based payments

38,475

31,760

General and administrative

58,561

94,134

Other items

-

(22,225

)

Selling, general and administrative expense

$

144,187

$

195,409

Third quarter 2019 demand generation expense increased 55.3% year-over-year to $34.3 million, or to 21.9% of Digital Platform Services Revenue, reflecting investments in customer acquisition and retention efforts to support the continued growth of Digital Platform GMV and Digital Platform Services Revenue. This increase contributed to the higher number of orders and Active Consumers as described above.

Technology expense, which is primarily related to development and operations of our platform features and services, and also includes software, hosting and infrastructure expenses, increased by $3.3 million, or 17.3%, year-over-year in third quarter 2019, driven by a 21.6% increase in technology staff headcount, which was partially offset by infrastructure cost efficiencies. We continue to 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 $29.1 million or 483.6% year-over-year from $6.0 million in third quarter 2018 to $35.1 million in third quarter 2019. Amortization expense increased principally due to amortization recognized on intangible assets acquired in recent acquisitions and continued technology investments, where qualifying technology development costs are capitalized and amortized over a three-year period. Depreciation expense also increased, driven by the first-time adoption of the new leasing accounting standard, IFRS 16, on January 1, 2019. We recognized $4.6 million of depreciation related to right-of-use assets in third quarter 2019. In third quarter 2018, the comparative expense for operating leases was included in general and administrative expense.

Share based payments decreased by $6.7 million or 17.5% year-over-year in third quarter 2019. This impact was due to a $44.6 million year-over-year increase in share based payment expense for equity settled awards, which was driven by a $27.4 million increase related to additional employee awards and $17.2 million from long-term employee incentives related to the acquisitions of Stadium Goods and New Guards Group. The $44.6 million increase was more than offset by a $51.4 million year-over-year difference between the quarterly adjustments to provisions for cash-settled payment awards, which are remeasured to their fair value based on our share price, and the related employment taxes. The year-over-year difference was driven by an increase in our share price during third quarter 2018, which resulted in a $32.0 million increase to the provision for the period, as compared to a decrease in our share price during third quarter 2019, which reduced our provision by $19.4 million for the current period.

General and administrative expense increased by $35.6 million, or 60.7%, year-over-year in third quarter 2019, reflecting the additional expenses related to Stadium Goods and New Guards Group, which both acquired during 2019, and an increase in non-technology headcount across a number of areas to support the expansion of our business. This was partially offset by a lower total employee cost per person and the impact of adopting IFRS 16 on January 1, 2019. General and administrative costs as a percentage of Adjusted Revenue decreased from 51.9% in third quarter 2018 to 41.2% in third quarter 2019, reflecting improved efficiency of our semi-variable and fixed costs, the addition of New Guards Group, which has a lower percentage of revenue, and the impact of adopting IFRS 16.

Other items totaled $22.2 million in third quarter 2019, primarily consisting of a net gain of $32.3 million related to the revaluation of liabilities held at fair value and impacted by movements in our share price, partially offset by $5.1 million of transaction-related legal and advisory expenses and $5.0 million loss on impairment of investments carried at fair value. The $32.3 million net gain described above resulted from a $53.8 million fair value revaluation gain from our partnership with Chalhoub Group, due to the remeasurement of the fair value of the non-cash consideration due to Chalhoub following the July 2019 completion of our previously announced partnership, partially offset by a $21.5 million fair value remeasurement charge for shares issued in the acquisition of New Guards Group. There were no such items in third quarter 2018.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA loss increased by $3.3 million, or 10.3%, year-over-year in third quarter 2019, to $35.6 million, for the reasons described above. Adjusted EBITDA Margin improved from (28.7)% to (15.6)% over the same period, primarily reflecting lower Technology and General and Administrative expenses as percentages of Adjusted Revenue, as well as the impact of adopting IFRS 16 on January 1, 2019, as described above, and was partially offset by lower Gross Profit Margin and higher demand generation expense as a percentage of Adjusted Revenue.

Loss After Tax

Loss after tax increased by $8.2 million, or 10.6% year-over-year, in third quarter 2019 to $85.5 million. The increase was largely driven by the movements in Adjusted EBITDA, Depreciation and Amortization Expense, Share Based Payments and Other Items, as explained above, resulting in an increase in the operating loss from $76.8 million to $79.9 million, and the impact of unrealized foreign exchange losses on revaluation of non-United States Dollar denominated receivables and payables.

Acquisition of New Guards Group

In August 2019, we completed the acquisition of 100% of the outstanding shares of New Guards Group for a total enterprise value of $675 million. The consideration was split equally between cash and Farfetch shares. Net of $102.8 million of acquired cash, total consideration included $256.1 million and 16.8 million shares. Pursuant to the sales and purchase agreement, an additional 10.7 million shares were issued in September 2019 to reflect a remeasurement of the initial estimated share consideration, resulting in a $21.5 million charge to other items. Purchase price allocations are expected to be completed in first quarter 2020, following customary adjustments. As of September 30, 2019, based on an initial analysis, we recognized goodwill of $183.5 million and Brand intangibles of $830.2 million, along with other assets of $90.2 million offset by liabilities of $241.4 million and minority non-controlling interests of $158.4 million. Goodwill is not subject to amortization and Brand intangibles will be amortized over an eight-year weighted average period.

Outlook

The following forward-looking statement reflects Farfetch's expectations for fourth quarter 2019 as of November 14, 2019:

  • Digital Platform GMV growth of 30% to 35% year-over-year
  • Brand Platform GMV of $80 million to $90 million
  • Adjusted EBITDA loss of approximately $(21) million to $(31) million

The expected Adjusted EBITDA loss for the period includes 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, November 14, 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 statements of operations

for the three months ended September 30

(in $ thousands, except share and per share data)

2018

2019

Revenue

134,541

255,481

Cost of revenue

(67,154

)

(140,342

)

Gross profit

67,387

115,139

Selling, general and administrative expenses

(144,187

)

(195,409

)

Share of results of associates

(5

)

371

Operating loss

(76,805

)

(79,899

)

Finance income

1,770

1,672

Finance cost

(1,037

)

(7,334

)

Loss before tax

(76,072

)

(85,561

)

Income tax (expense)/benefit

(1,183

)

104

Loss after tax

(77,255

)

(85,457

)

(Loss)/profit after tax attributable to:

Owners of the company

(77,255

)

(90,250

)

Non-controlling interests

-

4,793

(77,255

)

(85,457

)

Loss per share attributable to owners of the company

Basic and diluted

(0.30

)

(0.28

)

Weighted-average ordinary shares outstanding

Basic and diluted

256,163,135

322,226,776

Unaudited interim condensed consolidated statements of comprehensive loss

for the three months ended September 30

(in $ thousands, except share and per share data)

2018

2019

Loss for the period

(77,255

)

(85,457

)

Other comprehensive (loss)/income:

Items that may be subsequently reclassified to consolidated

statement of operations (net of tax):

Exchange differences on translation of foreign operations

(7,702

)

3,287

Loss on cash flow hedges

-

(3,082

)

Items that will not be subsequently reclassified to consolidated statement of operations (net of tax):

Impairment loss on investments

-

(100

)

Remeasurement loss on defined benefit plans

-

(31

)

Other comprehensive (loss)/income for the period, net of tax

(7,702

)

75

Total comprehensive loss for the period, net of tax

(84,957

)

(85,382

)

Total comprehensive (loss)/income attributable to:

Owners of the company

(84,957

)

(90,175

)

Non-controlling interests

-

4,793

(84,957

)

(85,382

)

Unaudited interim condensed consolidated statements of operations

for the nine months ended September 30

(in $ thousands, except share and per share data)

2018

2019

Revenue

406,851

638,805

Cost of revenue

(202,598

)

(355,096

)

Gross profit

204,253

283,709

Selling, general and administrative expenses

(352,989

)

(545,374

)

Share of profits of associates

19

404

Operating loss

(148,717

)

(261,261

)

Finance income

22,798

10,873

Finance cost

(17,847

)

(32,697

)

Loss before tax

(143,766

)

(283,085

)

Income tax expense

(1,897

)

(1,270

)

Loss after tax

(145,663

)

(284,355

)

(Loss)/profit after tax attributable to:

Owners of the company

(145,663

)

(289,183

)

Non-controlling interests

-

4,828

(145,663

)

(284,355

)

Loss per share attributable to owners of the company

Basic and diluted

(0.58

)

(0.93

)

Weighted-average ordinary shares outstanding

Basic and diluted

252,572,520

311,858,726

Unaudited interim condensed consolidated statements of comprehensive loss

for the nine months ended September 30

(in $ thousands)

2018

2019

Loss for the period

(145,663

)

(284,355

)

Other comprehensive (loss)/income:

Items that may be subsequently reclassified to consolidated

statement of operations (net of tax):

Exchange differences on translation of foreign operations

(16,836

)

18,507

Losses on cash flow hedges

-

(8,162

)

Items that will not be subsequently reclassified to consolidated
statement of operations (net of tax):

Impairment loss on investments

-

(100

)

Remeasurement loss on defined benefit plans

-

(31

)

Other comprehensive (loss)/income for the period, net of tax

(16,836

)

10,214

Total comprehensive loss for the period, net of tax

(162,499

)

(274,141

)

Total comprehensive (loss)/income attributable to:

Owners of the company

(162,499

)

(278,969

)

Non-controlling interests

-

4,828

(162,499

)

(274,141

)

Unaudited interim condensed consolidated statements of financial position

(in $ thousands)

December 31,

2018

September 30,

2019

Non-current assets

Trade and other receivables

10,458

17,248

Intangible assets

103,345

1,382,481

Property, plant and equipment

37,528

66,930

Right-of-use assets

-

99,374

Investments

566

15,289

Investments in associates

86

2,454

Total non-current assets

151,983

1,583,776

Current assets

Inventories

60,954

105,130

Trade and other receivables

93,670

153,541

Cash and cash equivalents

1,044,786

318,375

Total current assets

1,199,410

577,046

Total assets

1,351,393

2,160,822

Equity and liabilities

Equity

Share capital

11,994

13,570

Share premium

772,300

876,444

Merger reserve

783,529

783,529

Foreign exchange reserve

(23,509

)

(5,004

)

Other reserves

67,474

408,000

Accumulated losses

(483,357

)

(731,118

)

Equity attributable to owners of the company

1,128,431

1,345,421

Non-controlling interests

-

62,133

Total equity

1,128,431

1,407,554

Non-current liabilities

Provisions

13,462

22,421

Lease liabilities

-

82,553

Deferred tax liabilities

-

227,520

Other liabilities

15,342

19,456

Contingent consideration liabilities

-

47,498

Total non-current liabilities

28,804

399,448

Current liabilities

Trade and other payables

194,158

334,829

Lease liabilities

-

18,023

Other current financial liabilities

-

968

Total current liabilities

194,158

353,820

Total liabilities

222,962

753,268

Total equity and liabilities

1,351,393

2,160,822

Unaudited interim condensed consolidated statements of cash flows

for the nine months ended September 30

(in $ thousands)

2018

2019

Cash flows from operating activities

Loss before tax

(143,766

)

(283,085

)

Adjustments for:

Depreciation

4,952

19,533

Amortization

10,581

43,993

Non-cash employee benefits expense

16,692

75,525

Merger relief reserve

-

(7,370

)

Net loss on sale of non-current assets

1,045

5

Share of results of associates

(18

)

(404

)

Net finance (income)/ expense

(4,880

)

21,824

Net exchange differences

3,145

(1,966

)

Impairment of investments

-

5,000

Change in the fair value of derivatives

1,889

-

Change in the fair value of put option

-

(47,498

)

Change in working capital

Increase in receivables

(93,563

)

(2,124

)

Increase in inventories

(17,678

)

(6,746

)

Increase in payables

34,684

5,824

Change in other assets and liabilities

Increase in non-current receivables

(4,667

)

(2,558

)

Increase in other liabilities

38,947

39,519

Decrease in deferred tax liability

-

(5,011

)

Interest received

4,948

10,701

Interest paid

(68

)

(2,256

)

Income taxes paid

(780

)

(1,947

)

Net cash outflow from operating activities

(148,537

)

(139,041

)

Cash flows from investing activities

Acquisition of subsidiary, net of cash acquired

-

(461,690

)

Payments for property, plant and equipment

(18,014

)

(38,013

)

Payments for intangible assets

(31,208

)

(58,497

)

Payments for investments

-

(18,733

)

Net cash outflow from investing activities

(49,222

)

(576,933

)

Cash flows from financing activities

Proceeds from issue of shares, net of issue costs

859,525

8,249

Repayment of the principal elements of lease payments

-

(13,597

)

Interest paid on loan note

(551

)

Net cash inflow from financing activities

859,525

(5,899

)

Net increase/(decrease) in cash and cash equivalents

661,766

(721,873

)

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

(2,259

)

(4,538

)

Cash and cash equivalents at end of period

1,043,509

318,375

Unaudited interim condensed consolidated statements of changes in equity

(in $ thousands)

Share
capital

Share
premium

Merger
reserve

Foreign
exchange
reserve

Other
reserves

Accumulated
losses

Equity
attributable
to
the parent

Non-
controlling
interest

Total
equity

Balance at January 1, 2018

9,298

677,674

-

633

38,475

(329,177

)

396,903

-

396,903

Changes in equity

Capital reorganization

652

(677,674

)

783,529

-

-

-

106,507

-

106,507

Total comprehensive loss

-

-

-

(16,836

)

-

(145,663

)

(162,499

)

-

(162,499

)

Issue of share capital

2,030

773,045

-

-

-

-

775,075

-

775,075

Share based payment - equity settled

-

-

-

-

16,692

-

16,692

-

16,692

Balance at September 30, 2018

11,980

773,045

783,529

(16,203

)

55,167

(474,840

)

1,132,678

-

1,132,678

Balance at January 1, 2019

11,994

772,300

783,529

(23,509

)

67,474

(483,357

)

1,128,431

-

1,128,431

Changes in equity

Total comprehensive loss

-

-

-

18,505

(8,292

)

(289,182

)

(278,969

)

4,828

(274,141

)

Issue of share capital

1,576

104,144

-

-

389,879

-

495,599

-

495,599

Share based payment - equity settled

-

-

-

-

51,364

45,743

97,107

-

97,107

Share based payment - reverse
vesting shares

-

-

-

-

(92,425

)

-

(92,425

)

-

(92,425

)

Transactions with non-controlling interests

-

-

-

-

-

-

-

158,616

158,616

Non-controlling interest arising from
a business combination

-

-

-

-

-

-

-

(101,311

)

(101,311

)

Non-controlling interest put option

-

-

-

-

-

(4,322

)

(4,322

)

-

(4,322

)

Balance at September 30, 2019

13,570

876,444

783,529

(5,004

)

408,000

(731,118

)

1,345,421

62,133

1,407,554

Supplemental Metrics

2018

2019

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

(in thousands, except per share data or otherwise stated)

Consolidated Group:

Gross Merchandise Value ('GMV')

$

310,718

$

292,692

$

338,543

$

309,973

$

466,490

$

419,273

$

488,475

$

492,014

Revenue

126,482

125,617

146,693

134,541

195,533

174,064

209,260

255,481

Adjusted Revenue

102,486

103,082

118,677

112,742

170,089

146,374

180,738

228,227

In-Store Revenue

3,764

4,021

3,170

4,090

4,314

4,536

4,220

9,077

Gross Profit

64,729

61,173

75,693

67,387

94,197

83,291

85,280

115,139

Gross Profit Margin

51.2%

48.7%

51.6%

50.1%

48.2%

47.9%

40.8%

45.1%

Demand Generation Expense

$

(23,255

)

$

(19,363

)

$

(21,895

)

$

(22,103

)

$

(33,934

)

$

(31,423

)

$

(34,444

)

$

(34,321

)

Technology Expense

(12,148

)

(13,896

)

(17,135

)

(19,034

)

(18,159

)

(20,159

)

(19,073

)

(22,322

)

Share Based Payments

(7,715

)

(6,567

)

(5,957

)

(38,475

)

(2,821

)

(38,714

)

(45,710

)

(31,760

)

Depreciation and Amortization

(3,029

)

(4,875

)

(5,463

)

(6,014

)

(7,185

)

(14,106

)

(14,323

)

(35,097

)

General and Administrative

(52,735

)

(51,571

)

(62,080

)

(58,561

)

(56,679

)

(61,945

)

(69,339

)

(94,134

)

Other Items

(126

)

-

-

-

-

(2,493

)

1,764

22,225

Loss After Tax

(54,816

)

(50,727

)

(17,681

)

(77,255

)

(9,912

)

(109,275

)

(89,623

)

(85,457

)

Adjusted EBITDA

(23,409

)

(23,657

)

(25,417

)

(32,311

)

(14,575

)

(30,236

)

(37,576

)

(35,638

)

Adjusted EBITDA Margin

(22.8)%

(22.9)%

(21.4)%

(28.7)%

(8.6)%

(20.7)%

(20.8)%

(15.6)%

Earnings Per Share ('EPS')

$

(0.25

)

$

(0.20

)

$

(0.07

)

$

(0.30

)

$

(0.03

)

$

(0.36

)

$

(0.29

)

$

(0.28

)

Adjusted EPS

(0.21

)

(0.18

)

(0.05

)

(0.15

)

(0.02

)

(0.22

)

(0.15

)

(0.18

)

Digital Platform:

Digital Platform GMV

$

306,954

$

288,671

$

335,373

$

305,884

$

462,176

$

414,737

$

484,255

$

420,266

Digital Platform Services Revenue

98,722

99,061

115,507

108,652

165,775

141,838

176,518

156,479

Digital Platform Fulfilment Revenue

23,996

22,535

28,016

21,799

25,444

27,690

28,522

27,254

Digital Platform Gross Profit

62,829

59,365

74,222

65,487

92,632

80,941

84,106

83,294

Digital Platform Gross Profit Margin

63.6%

59.9%

64.3%

60.3%

55.9%

57.1%

47.6%

53.2%

Digital Platform Order Contribution

39,574

40,002

52,327

43,384

58,698

49,518

49,662

48,973

Digital Platform Order Contribution Margin

40.1%

40.4%

45.3%

39.9

%

35.4%

34.9%

28.1%

31.3%

Active Consumers

951

1,034

1,139

1,240

1,382

1,699

1,773

1,889

AOV - Marketplace (actual)

$

670

$

647

$

602

$

585

$

637

$

601

$

600

$

582

AOV - Stadium Goods (actual)

-

-

-

-

-

300

336

327

Brand Platform:

Brand Platform GMV

-

-

-

-

-

-

-

$

62,671

Brand Platform Revenue

-

-

-

-

-

-

-

62,671

Brand Platform Gross Profit

-

-

-

-

-

-

-

27,464

Brand Platform Gross Profit Margin

-

-

-

-

-

-

-

43.8%

1 See 'Metrics Definitions' on page 18 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 fourth quarter of 2019 and fiscal year ending December 31, 2019, the expected benefits and synergies from our acquisition and integration of New Guards Group, 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 acquisition and integration of other companies or technologies, for example, Stadium Goods and New Guards Group, could divert management's attention and otherwise disrupt our operations and harm our operating results; we may be unsuccessful in integrating any acquired businesses or realizing any anticipated benefits of such acquisitions; 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.

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. Active Consumers does not currently include those generated from New Guards Group owned and operated sites.

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 have presented these as separate metrics from January 4, 2019, being the acquisition date of Stadium Goods.

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.

Following our acquisition of New Guards Group in August 2019 and its inclusion in our consolidated results, we are reporting metrics related to our Brand Platform operations. Brand Platform GMV and Brand Platform Revenue include revenue related to the New Guards Group operations less revenue from New Guards Group's owned e-commerce websites, direct to consumer channel via Farfetch marketplaces and directly operated stores. Revenue realized from Brand Platform is equal to GMV, as such sales are not commission based. As we acquired New Guards Group in August 2019, our third quarter 2019 results only reflect two months of New Guards Group's performance.

The introduction of the term 'Digital Platform', with reference to GMV, Revenue and other metrics is intended to distinguish between activities that occurred through our owned and operated e-commerce platforms (e.g. Farfetch.com, BrownsFashion.com, off---white.com) and the Brand Platform operations of New Guards Group, where GMV and Revenue are derived from the Company's transactions with independent third party retailers or wholesalers. Such metrics were previously referred to as 'Platform.' No changes have been made to how we calculate the Digital Platform metrics from how we calculated Platform metrics.

Consolidated Statement of Operations Reclassifications

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. We 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 not based on IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EPS, Adjusted Revenue, Digital Platform Services Revenue, Digital Platform Gross Profit, Digital Platform Gross Profit Margin, Digital Platform Order Contribution, and Digital Platform Order Contribution Margin (together, the 'Non-IFRS Measures'), as well as operating metrics, including GMV, Digital Platform GMV, Brand Platform GMV, In-Store GMV, Active Consumers and Average Order Value.

Management uses the Non-IFRS Measures:

  • 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.

The Non-IFRS Measures 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 the Non-IFRS Measures 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 the Non-IFRS 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 the Non-IFRS 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 the Non-IFRS Measures are significant components in understanding and assessing financial performance. The Non-IFRS Measures 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 the Non-IFRS Measures 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 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 limitations by relying primarily on our IFRS results and using the Non-IFRS Measures only as supplemental measures.

Digital Platform Gross Profit, Digital Platform Gross Profit Margin, Digital Platform Order Contribution and Digital 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 Digital Platform Gross Profit, Digital Platform Gross Profit Margin, Digital Platform Order Contribution and Digital Platform Order Contribution Margin are useful measures in evaluating our operating performance within our industry because they permit the evaluation of our digital platform productivity, efficiency and performance. We also believe that Digital Platform Order Contribution and Digital 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 digital platform for the periods presented.

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

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Loss after tax

$

(54,816

)

$

(50,727

)

$

(17,681

)

$

(77,255

)

$

(9,912

)

$

(109,275

)

$

(89,623

)

$

(85,457

)

Net finance (income)/expense

20,171

15,101

(19,319

)

(733

)

(14,915

)

23,181

(7,018

)

5,662

Income tax expense

374

527

187

1,183

261

560

813

(104

)

Depreciation and amortization

3,029

4,875

5,463

6,014

7,185

14,106

14,323

35,097

Share based payments (a)

7,715

6,567

5,957

38,475

2,821

38,714

45,710

31,760

Other items (b)

126

-

-

-

-

2,493

(1,764

)

(22,225

)

Share of results of associates

(8

)

-

(24

)

5

(15

)

(15

)

(17

)

(371

)

Adjusted EBITDA

$

(23,409

)

$

(23,657

)

$

(25,417

)

$

(32,311

)

$

(14,575

)

$

(30,236

)

$

(37,576

)

$

(35,638

)

(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 legal fees directly related to acquisitions of $126,000 in fourth quarter 2017. There were no other such items in 2018. In 2019, there were transaction-related legal and advisory expenses of $2.5 million in first quarter 2019, $2.2 million in second quarter 2019 and $5.1 million in third quarter 2019. There was a release of $4.0 million of provisions related to taxes in second quarter 2019. There was also a net gain in third quarter 2019 of $32.3 million recognized on the revaluation of liabilities held at fair value and impacted by movements in our share price. This net gain comprised of the fair value revaluation gain of $53.8 million in respect of our partnership with Chalhoub Group, partially offset by a charge in respect of the fair value remeasurement ($21.5 million) of shares issued following the acquisition of New Guards Group as described above. Other items in third quarter 2019 also included a $5 million loss on impairment of investments carried at fair value. Other items is included within selling, general and administrative expenses.

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

(in $ thousands, except as otherwise noted)

2017

2018

2019

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Revenue

$

126,482

$

125,617

$

146,693

$

134,541

$

195,533

$

174,064

$

209,260

$

255,481

Less: Digital Platform Fulfilment Revenue

(23,996

)

(22,535

)

(28,016

)

(21,799

)

(25,444

)

(27,690

)

(28,522

)

(27,254

)

Adjusted Revenue

102,486

103,082

118,677

112,742

170,089

146,374

180,738

228,227

Less: Brand Platform Revenue

-

-

-

-

-

-

-

(62,671

)

Less: In-Store Revenue

(3,764

)

(4,021

)

(3,170

)

(4,090

)

(4,314

)

(4,536

)

(4,220

)

(9,077

)

Digital Platform Services

Revenue

$

98,722

$

99,061

$

115,507

$

108,652

$

165,775

$

141,838

$

176,518

$

156,479

The following table reconciles Digital Platform Gross Profit and Digital 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

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Gross profit

$

64,729

$

61,173

$

75,693

$

67,387

$

94,197

$

83,291

$

85,280

$

115,139

Less: Brand Platform Gross Profit

-

-

-

-

-

-

-

(27,464

)

Less: In-Store Gross Profit

(1,900

)

(1,808

)

(1,471

)

(1,900

)

(1,565

)

(2,350

)

(1,174

)

(4,381

)

Digital Platform Gross Profit

62,829

59,365

74,222

65,487

92,632

80,941

84,106

83,294

Less: Demand generation expense

(23,255

)

(19,363

)

(21,895

)

(22,103

)

(33,934

)

(31,423

)

(34,444

)

(34,321

)

Digital Platform Order

Contribution

$

39,574

$

40,002

$

52,327

$

43,384

$

58,698

$

49,518

$

49,662

$

48,973

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

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

First
Quarter

Second
Quarter

Third
Quarter

Earnings per share

$

(0.25

)

$

(0.20

)

$

(0.07

)

$

(0.30

)

$

(0.03

)

$

(0.36

)

$

(0.29

)

$

(0.28

)

Share based payments (a)

0.04

0.02

0.02

0.15

0.01

0.13

0.15

0.11

Amortization of acquired intangible assets

-

-

-

-

-

0.01

0.01

0.06

Other items (b)

(0.00

)

-

-

-

-

0.01

(0.01

)

(0.07

)

Share of results of associates

(0.00

)

-

(0.00

)

0.00

(0.00

)

(0.00

)

(0.00

)

(0.00

)

Adjusted EPS

$

(0.21

)

$

(0.18

)

$

(0.05

)

$

(0.15

)

$

(0.02

)

$

(0.21

)

$

(0.14

)

$

(0.18

)

(a)

Represents share-based payment expense on a per share basis.

(b)

Represents other items, which are outside the normal scope of our ordinary activities or non-cash items, including legal fees directly related to acquisitions of $126,000 in fourth quarter 2017. There were no other such items in 2018. In 2019, there were transaction-related legal and advisory expenses of $2.5 million in first quarter 2019, $2.2 million in second quarter 2019 and $5.1 million in third quarter 2019. There was a release of $4.0 million of provisions related to taxes in second quarter 2019. There was also a net gain in third quarter 2019 of $32.3 million recognized on the revaluation of liabilities held at fair value and impacted by movements in our share price. This net gain comprised of the fair value revaluation gain of $53.8 million in respect of our partnership with Chalhoub Group, partially offset by a charge in respect of the fair value remeasurement ($21.5 million) of shares issued following the acquisition of New Guards Group as described above. Other items in third quarter 2019 also included a $5 million loss on impairment of investments carried at fair value. Other items is included within selling, general and administrative.

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 is unable to fully de-dupe Stadium Goods consumers from Farfetch Marketplace or BrownsFashion.com consumers. Active Consumers does not currently include those generated from New Guards Group owned and operated sites. 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 Digital 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.

'Brand Platform Gross Profit' means Brand Platform Revenue less the direct cost of goods sold relating to Brand Platform Revenue.

'Brand Platform GMV' and 'Brand Platform Revenue' mean revenue relating to the New Guards Group operations less revenue from New Guards Group's: (i) owned e-commerce websites, (ii) direct to consumer channel via Farfetch marketplaces and (iii) directly operated stores. Revenue realized from Brand Platform is equal to GMV as such sales are not commission based.

'Digital Platform Fulfilment Revenue' means revenue from shipping and customs clearing services that we provide to our digital consumers, net of consumer promotional incentives, such as free shipping and promotional codes. Digital Platform Fulfilment Revenue was referred to as Platform Fulfilment Revenue in previous filings with the SEC.

'Digital Platform GMV' means GMV excluding In-Store GMV and Brand Platform GMV. Digital Platform GMV was referred to as Platform GMV in previous filings with the SEC.

'Digital Platform Gross Profit' means gross profit excluding In-Store Gross Profit and Brand Platform Gross Profit. Digital Platform Gross Profit was referred to as Platform Gross Profit in previous filings with the SEC.

'Digital Platform Gross Profit Margin' means Digital Platform Gross Profit calculated as a percentage of Digital Platform Services Revenue.

'Digital Platform Order Contribution' or 'Order Contribution' means Digital Platform Gross Profit after deducting demand generation expense, which includes fees that we pay for our various marketing channels. Digital Platform Order Contribution provides an indicator of our ability to extract digital consumer value from our demand generation expense, including the costs of retaining existing consumers and our ability to acquire new consumers. Digital Platform Order Contribution was referred to as Platform Order Contribution in previous filings with the SEC.

'Digital Platform Order Contribution Margin' or 'Order Contribution Margin' means Digital Platform Order Contribution calculated as a percentage of Digital Platform Services Revenue. Digital Platform Order Contribution Margin was referred to as Platform Order Contribution Margin in previous filings with the SEC.

'Digital Platform Revenue' means the sum of Digital Platform Services Revenue and Digital Platform Fulfilment Revenue. Digital Platform Revenue was referred to as Platform Revenue in previous filings with the SEC.

'Digital Platform Services Revenue' means Adjusted Revenue less In-Store Revenue and Brand Platform Revenue. Digital Platform Services Revenue is driven by our Digital 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. Digital Platform Services Revenue was also referred to as Adjusted Platform Revenue or Platform Services Revenue in previous filings with the SEC.

'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 GMV' and 'In-Store Revenue' mean revenue generated in our retail stores which include Browns, Stadium Goods and New Guards Group's directly operated stores. Revenue realized from In-Store sales is equal to GMV of such sales because such sales are not commission based.

'Third-Party Take Rate' means Digital Platform Services Revenue excluding revenue from first-party sales, as a percentage of Digital Platform GMV excluding GMV from first-party sales and Digital 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 Marketplace connects customers in over 190 countries with items from more than 50 countries and over 1,200 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. Farfetch's additional businesses include Farfetch Platform Solutions, which services enterprise clients with e-commerce and technology capabilities; Browns and Stadium Goods, which offer luxury products to consumers; and New Guards Group, a platform for the development of global fashion brands. Farfetch also invests in innovations such as its Store of the Future augmented retail solution, and develops key technologies, business solutions, and services for the luxury fashion industry.

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20191114005853/en/

Investor Relations Contact:
Alice Ryder
VP Investor Relations
[email protected]

Media Contacts:
Susannah Clark
VP Communications, Global
[email protected]
+44 7788 405224

Brunswick Group
[email protected]
US: +1 (212) 333 3810
UK: +44 (0) 207 404 5959

Source: Farfetch Limited