Farfetch Announces Second Quarter 2021 Results

• Gross Merchandise Value (“GMV”) exceeds $1 billion, up 40% year-over-year and more than double compared to Q2 2019
• Full-price sales growth of 90% drives Q2 2021 Digital Platform GMV increases of 40% year-over-year and 89% compared to Q2 2019
• Q2 2021 Revenue increases 43% year-over-year to $523 million
• Q2 2021 Gross Profit Margin improves by 30 bps year-over-year to 44%; Digital Platform Order Contribution Margin declines 90 bps year-over-year to 34%
• Q2 2021 Profit After Tax of $88 million includes $246 million non-cash benefit arising from impact of lower share price on items held at fair value and remeasurements
• Q2 2021 Adjusted EBITDA improves to $(21) million, from $(25) million in Q2 2020

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

José Neves, Farfetch Founder, Chairman and CEO said: “I am truly impressed with the resilience of the luxury industry, which after an unprecedented period, is already back to growth with even stronger fundamentals. I am very proud that Farfetch was a close partner for both retailers and brands in this time, delivering strong growth to our sellers, and as a result doubling our GMV in the last 24 months.

“Our strong performance in second quarter 2021 reflects powerful flywheel dynamics in play at full force. Our stronger Farfetch brand is drawing marketing partnerships and even greater supply from brands to drive a 90% increase in full-price sales year-over-year from the highly valuable luxury audience we have attracted. All this boosts our progress towards becoming the global platform for luxury, as we continue to advance our initiatives in China, Farfetch Platform Solutions, Farfetch Connected Retail and our Luxury New Retail vision.”

Elliot Jordan, CFO of Farfetch, said: “I am very pleased with Farfetch’s results in second quarter 2021. We executed across the platform to deliver high quality top line growth, significantly increasing our full-price mix and generating record media solutions revenue. This in combination with further efficiencies in demand generation and operating costs resulted in strong Adjusted EBITDA margin performance, which positions us well to achieve our full-year Adjusted EBITDA profitability target through the continued sustainable growth of our platform.”

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

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

Recent Business Highlights

Digital Platform

• Strong Digital Platform GMV growth of 40% year-over-year, driven by 90% growth of full-price sales and increased mix of demand from existing customers on the Farfetch Marketplace
• Third-party transactions, including a record level of media solutions revenue, generated 83% of Digital Platform GMV at a take rate of 30.3% in second quarter 2021
• First-party transactions grew 64% year-over-year, supported by First-Party Original which generated 4% of Digital Platform GMV in second quarter 2021
• The Farfetch Marketplace continued to offer customers an exceptionally broad selection of luxury fashion with more than 390,000 SKUs from nearly 1,400 sellers, as supply from both multi-brand retailers and e-concession partners continued to increase
  • Top 10 third-party e-concession partners expanded available stock units more than 70% year-over-year and saw a more than doubling of sales over the same period
• Partnered with brands to showcase their products and collections to our nearly 3.4 million active consumers on the Marketplace, with campaigns featuring:
  • Exclusive immersive 3D shopping experience for the launch of Burberry’s ‘Olympia’ bag
  • Launch of Chopard’s ‘Happy Sport’ collection with interactive virtual try-on capabilities
  • Second installment of year-long ‘Imagined Futures’ partnership with Gucci titled ‘Fluid Futures’, launching Gucci’s 25 Eschatology collection
• Continued to roll-out and enhance platform capabilities available to Farfetch Platform Solutions clients, such as live chat, improved personalization, and re-purchase capabilities for pre-owned products, among others
• In August 2021, initiated Farfetch Connected Retail technology pilot with select retail partners, which will enable omni-channel, personalized experiences for Farfetch consumers and drive footfall to retailers' physical locations
• Launched kidswear on Brownsfashion.com in July 2021, offering collections from luxury brands including Balmain, Fendi, and Givenchy along with exclusive capsules from newer to kidswear brands such as Off-White and Palm Angels

New Guards

• Increased ownership position of Palm Angels operating company to 100%, and interest in the Palm Angels trademark to 60% in July 2021, bringing New Guards majority ownership of its largest growth contributor
• New Guards’ portfolio continued to create culturally relevant collections, focusing on full-price sales and direct-to-consumer channels, which contributed to Off-White and Palm Angels’ positions within the top 10 brands on the Farfetch Marketplace:
  • Off-White released first kidswear collection, launched ‘Lemonade’ Off-White x Air Force 1 sneakers, collaborated with Pioneer for the release of a limited-edition capsule titled ‘Sound Engineering’ and presented its Fall-Winter 2021 collection in Paris in a show titled ‘Laboratory of Fun’
  • Palm Angelslaunched first kidswear collection, as well as capsule collections with Missoni and Vilebrequin
  • Ambushreleased the third drop of its sneaker collaboration with Nike and partnered with Porter & Stanley for a capsule collection

Environmental, Social and Governance (“ESG”)

• Partnered with thredUP to expand Farfetch Donate to consumers in the United States
• Farfetch Marketplace spotlighted Positively Farfetch offerings throughout June, highlighting the different services available to our consumers such as Second Life, Farfetch Donate and Farfetch Fix
• Furthered alignment with shareholder interests through long-term equity award granted to Company's Founder, Chairman and CEO, which provides compensation solely in the form of share price performance-based restricted share units
  
  

Second Quarter 2021 Results Summary

Gross Merchandise Value (in thousands):

GMV increased by $286.5 million from $721.3 million in second quarter 2020 to $1,007.8 million in second quarter 2021, representing year-over-year growth of 39.7%. Digital Platform GMV increased by $262.3 million from $651.0 million in second quarter 2020 to $913.4 million in second quarter 2021, representing year-over-year growth of 40.3%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have increased by 33.3%.

The increase in GMV primarily reflects the growth in Digital Platform GMV driven by order growth and an increase in Marketplace AOV from $493 to $599. This increase in AOV is due to a higher full-price mix and higher average selling price as customers shifted back to higher-priced category items. During second quarter 2021, we also saw year-over-year growth in transactions through websites managed by Farfetch Platform Solutions, primarily driven by strong growth within first-party businesses, including Off---White.com, and BrownsFashion.com.

Revenue (in thousands):

Revenue increased by $158.6 million year-over-year from $364.7 million in second quarter 2020 to $523.3 million in second quarter 2021, representing growth of 43.5%. The increase was primarily driven by 47.1% growth in Digital Platform Revenue to $433.0 million with overall growth impacted by comparatively lower Brand Platform Revenue year-over-year growth of 9.6%.

The increase in Digital Platform Services Revenue of 46.9% was driven by 40.3% overall growth in Digital Platform GMV with Digital Platform Services first-party GMV, which is comprised of our sales of owned-inventory including First-Party Original, and included in Digital Platform Services Revenue at 100% of the GMV, increasing 63.9% year-over-year to $140.5 million. Digital Platform Services first-party revenue growth was primarily driven by our continued strategic focus on growing New Guards direct-to-consumer sales on the Marketplace and the respective websites of the New Guards portfolio brands, as well as strong full-price performance through Browns’ sales on the marketplace and Brownsfashion.com.

Digital Platform Fulfilment Revenue represents the pass-through of delivery and duties charges incurred by our global logistics solutions, net of any Farfetch-funded consumer promotions and incentives. Whilst Digital Platform Fulfilment Revenue would be expected to grow as Digital Platform GMV and order volumes increase, in second quarter 2021, Digital Platform Fulfilment Revenue increased 47.6% year-over-year, above Digital Platform GMV growth of 40.3%. This was driven by increased pass-through costs resulting from higher duties due to a shift in regional mix of sales and impacts of Brexit. As we are transitioning our inventory to our Netherlands warehouse, we could continue to see this impact in the interim.

In-Store Revenue increased by 349.2% to $17.6 million and was primarily driven by revenue from additional New Guards portfolio brand stores opened within the last twelve months, as well as strong year-over-year growth due to temporary store closures in second quarter 2020, related to COVID-19 restrictions.

Cost of Revenue (in thousands):

Cost of revenue increased by $87.9 million, or 42.8%, year-over-year from $205.3 million in second quarter 2020 to $293.2 million in second quarter 2021 at a slightly lower rate than Revenue growth. The increase was driven by growth in Digital Platform cost of revenue and In-Store cost of goods sold.

Digital Platform Services cost of revenue increased at a higher rate than Digital Platform Services Revenue primarily due to an increase in subsidized shipping, for the benefit of customers, a shift in country mix to higher shipping cost regions and the recognition of European Digital Services Tax which was previously included within Selling, general and administrative expenses through second quarter 2020.

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

Gross profit (in thousands):

Gross profit increased by $70.7 million, or 44.4%, year-over-year, slightly above Revenue growth, to $230.1 million in second quarter 2021. Gross profit margin increased 30 bps year-over-year to 44.0% from 43.7%, due to Digital Platform Services first-party and In-Store growth.

Digital Platform Gross Profit Margin decreased 200 bps to 53.0% in second quarter 2021, from 55.0% in second quarter 2020 primarily driven by Digital Platform Services cost of revenue increasing at a higher rate than Digital Platform Services Revenue. This decrease reflects a decrease in Digital Platform third-party gross profit margin due to an increase in subsidized shipping and a shift in country mix to higher shipping cost regions, which was partially offset by an increase in Digital Platform first-party gross profit margin driven by an increase in the mix of full-price sales, and more sales in higher profit margin products from New Guards brands.

Brand Platform Gross Profit Margin increased 530 bps year-over-year to 47.1% primarily driven by optimizing cost improvements as well as consultancy income, with minimal related cost of revenue.

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

Demand generation expense increased $18.5 million year-over-year to $65.9 million in second quarter 2021. As a percentage of Digital Platform Service Revenue, second quarter 2021 demand generation expense decreased from 19.9% to 18.9%. The improvement reflects our underlying strategy to gain efficiencies in demand generation spend by leveraging data insights to drive more targeted digital marketing, and visits from lower cost channels and from existing customers.

Technology expense primarily relates to maintenance and operations of our platform features and services, as well as software, hosting and infrastructure expenses, which includes three globally distributed data centers, including one in Shanghai, which support the processing of our growing base of transactions. Technology expense increased by $5.3 million, or 18.0%, in second quarter 2021 year-over-year. The increase was mainly driven by an increase in technology staff headcount as well as software and hosting costs to support growth.

Second quarter 2021 technology expense continued to scale as a percentage of Adjusted Revenue, decreasing from 9.5% to 7.9% year-over-year as Adjusted Revenue growth outpaced growth of our underlying technology costs.

Depreciation and amortization expense increased by $11.0 million, or 21.2%, year-over-year from $51.8 million in second quarter 2020 to $62.7 million in second quarter 2021. Amortization expense increased principally due to increased technology investments, where qualifying technology development costs are capitalized and amortized over their useful lives. Depreciation expense primarily increased as a result of new stores and office leases entered into within the last twelve months.

Share-based payments decreased by $1.7 million or (2.8%) year-over-year in second quarter 2021 due to the reduced cost of cash-settled awards and employment related taxes, primarily as a result of the share price movement and quarterly revaluation, partially offset by additional grants of equity-settled awards, including the performance-based restricted share unit (“PSU”) award granted to the Company’s Founder, Chairman and CEO, José Neves. Refer to “Notes and Disclosure” on Page 19 for more details.

General and administrative expense increased by $42.3 million, or 39.2%, year-over-year in second quarter 2021, primarily due to an increase in costs related to our platform, across a number of areas to support longer-term strategic initiatives including brand campaign investments and an increase in non-technology headcount. General and administrative expense decreased as a percentage of Adjusted Revenue to 34.2% compared to 35.0% in second quarter 2020 as we continued to leverage our operations base to efficiently grow Adjusted Revenue.

Other items of $6.8 million in second quarter 2021 primarily reflect transaction-related legal and advisory expenses.

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

The $206.9 million fair value gains on embedded derivative liabilities in second quarter 2021 was primarily driven by the decrease in our share price during the period. The fair value gains on embedded derivative liabilities in second quarter 2021 is comprised of the following revaluation gains on our convertible senior notes: (i) $88.4 million fair value gain related to $250 million 5.00% notes due 2025 (the “February 2020 Notes”); (ii) $69.0 million fair value gain related to $400 million 3.75% notes due 2027; and (iii) $49.4 million fair value gain related to $600 million 0.00% notes due 2030. These notes have provided strong liquidity to fund ongoing capital needs and invest in various growth initiatives. The $212.9 million fair value losses on embedded derivative liabilities in second quarter 2020 was primarily driven by the increase in our share price during the period. The fair value losses on embedded derivatives in second quarter 2020 comprised a $135.1 million fair value revaluation loss related to $250 million 5.00% convertible senior notes issued in February 2020, and a $77.8 million fair value revaluation loss related to $400 million 3.75% convertible senior notes issued in April 2020.

The remeasurement gains on put and call option liabilities in second quarter 2021 related to a $38.9 million remeasurement gain in connection with Chalhoub Group’s put option over non-controlling interest in Farfetch International Limited, compared to a $65.8 million remeasurement losses in second quarter 2020.

Profit After Tax

Profit after tax increased by $523.8 million year-over-year from a loss of $435.9 million to a profit of $87.9 million in second quarter 2021. The increase was primarily driven by gains on items held at fair value and remeasurements, which increased $524.4 million year-over-year.

EPS and Diluted EPS

Second quarter 2021 basic EPS was $0.24 and diluted EPS was $(0.31). Diluted EPS assumes a full conversion of the convertible notes into shares, and that the settlement of the Chalhoub liability held on the statement of financial position at June 30, 2021 would have been in shares, with both transactions occurring at the beginning of 2021. As such, diluted EPS excludes the gains on items held at fair value and interest costs related to the Chalhoub liability and the convertible notes, net of any applicable tax, while including all outstanding equity instruments that have a dilutive impact.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA improved by $4.6 million, to $(20.6) million in second quarter 2021 as a result of our growth and scaling of the fixed cost base. Adjusted EBITDA Margin improved from (8.2)% to (4.7)% year-over-year, primarily reflecting declines in both general and administrative expenses and in technology expense as percentage of Adjusted Revenue.

Conversion of 5.00% Convertible Senior Notes due 2025 (“5.00% Notes”)

In May 2021, Dragoneer elected to convert $39.1 million aggregate principal amount of 5.00% Notes. We elected to physically settle the conversion of the notes in shares, resulting in the issuance of 3.2 million Class A ordinary shares. Refer to “Post Balance Sheet Events” below on Page 9 for disclosure of additional conversions of 5.00% Notes.

Liquidity

At June 30, 2021, cash and cash equivalents were $1,048.7 million, a decrease of $524.7 million compared to $1,573.4 million at December 31, 2020. The decrease in cash and cash equivalents was primarily related to funding working capital and a $100 million short-term investment in variable money market instruments.

Post Balance Sheet Events

On July 20, 2021, New Guards completed the acquisition of 60% of the outstanding equity interests of Palm Angels S.r.l, the owner of the Palm Angels trademark. Palm Angels is a luxury fashion label based in Italy that has experienced growth in revenue and profitability since the acquisition of New Guards by the Company in 2019. In addition, New Guards agreed to a put and call option with the remaining shareholders of Palm Angels S.r.l, which would require New Guards to purchase the remaining 40% of outstanding equity interests of Palm Angels S.r.l in 2026, to the extent either the put or call option was exercised. In conjunction with this transaction, New Guards also increased total ownership of Palm Angels’ operating company to 100% through the acquisition of the remaining 31% of the outstanding equity interests of Venice S.r.l.

On August 2, 2021, the Company formally signed an agreement to enter into a global strategic partnership with Alibaba Group and Richemont, which was initially announced on November 5, 2020. The partnership aims to provide luxury fashion brands with enhanced access to the China market as well as accelerate the digitization of the global luxury industry. As part of the global partnership, Alibaba and Richemont invested $500 million ($250 million each) in Farfetch China, taking a combined 25% stake (12.5% each) in Farfetch China Holdings Ltd and its subsidiaries, the group through which Farfetch’s marketplace operations in the China region are conducted.

On August 6, 2021, Dragoneer elected to convert its remaining $85.9 million aggregate principal amount of 5.00% Notes. We elected to physically settle this conversion in shares, resulting in the issuance of 7 million Class A ordinary shares on August 10, 2021.

Outlook

The following forward-looking statements reflect Farfetch’s expectations as of August 19, 2021.

For Full Year 2021:

• Digital Platform GMV growth of 35% to 40% year-over-year
• Adjusted EBITDA margin of 1% to 2%

For Third Quarter 2021:

• Digital Platform GMV growth of approximately 30% year-over-year
• Brand Platform GMV growth of approximately 45% year-over-year
• Adjusted EBITDA of approximately $10 million

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

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

Conference Call Information

Farfetch Limited (the “Company” or “Farfetch”) will host a conference call today, August 19, 2021 at 4:30 p.m. Eastern Time to discuss the Company’s results as well as expectations about Farfetch’s business. Listeners may access the live conference call via audio webcast at http://farfetchinvestors.com, where listeners can also access Farfetch’s earnings press release and slide presentation. Following the call, a replay of the webcast will be available at the same website for at least 30 days.

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