Farfetch Announces First Quarter 2022 Results

• Q1 2022 Gross Merchandise Value ("GMV") and Digital Platform GMV increase 1.7% and 2.5% year-over-year, respectively, to $930.8 million and $809.5 million, respectively

• Q1 2022 Revenue increases 6.1% year-over-year to $514.8 million

• Q1 2022 Gross Profit Margin of 44.8% and Digital Platform Order Contribution Margin of 32.7%

• Q1 2022 Profit after Tax of $728.8 million (includes non-cash benefit arising from impact of lower share price on items held at fair value and remeasurements)

• Q1 2022 Adjusted EBITDA of $(35.8) million

LONDON, May 26, 2022--(BUSINESS WIRE)--Farfetch Limited (NYSE: FTCH), the leading global platform for the luxury fashion industry, today reported financial results for the first quarter ended March 31, 2022.

José Neves, Farfetch Founder, Chairman and CEO, said: "Our core business remains very strong, in spite of the macro events in China and ceasing operations in Russia, which impacted our performance and outlook. We are galvanized by the opportunity to focus our efforts in 2022 to further rationalize our business, aligning our fixed cost profile with lower near-term growth, which I believe will enable us to exit 2022 from a position of strength. Outside these external factors, we saw strong marketplace growth in the Americas and the Middle East, in first quarter 2022, our customer and luxury brand relations are going from strength to strength, and we continue to make progress towards our mission of building the global platform for luxury."

Elliot Jordan, CFO of Farfetch, said: "I am pleased that the first quarter 2022 results of Farfetch demonstrate our underlying strength and ability to adapt to the changing macro environment whilst building on the momentum we have achieved over recent years. We have navigated unprecedented challenges, grown Digital Platform GMV 64% on a two-year basis, and continue to operate at scale in the global luxury market. In light of the current environment we will be tailoring our resource allocation with an eye towards leveraging the platform model advantage we have to increase market share, while also positioning ourselves to expand our profitability to deliver shareholder value."

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

1. 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

• Third-party transactions generated 83% of Digital Platform GMV at a take rate of 32.0% in first quarter 2022

• The Farfetch Marketplace continued to offer the most extensive selection of online luxury fashion to consumers from over 1,400 sellers, with both brand partners and multi-brand retailers increasing the stock units year-over-year to nearly 12 million units in first quarter 2022

• In April 2022, launched Beauty on the Marketplace, Browns and Off-White, offering consumers in Europe and the United States a crossover between fashion and beauty, with a curated selection of the industry’s most sought-after beauty brands including CHANEL, Gucci and Tom Ford, among others

• Launched #YourChoiceYourFARFETCH brand campaign, which partnered with iconic celebrities, including Kim Cattrall and Josh Hartnett and renowned personalities to highlight unique fashion choices offered by the Marketplace

• Continued to partner with brands on campaigns highlighting their collections on the Marketplace including:

  • Dolce & Gabbana for the launch of their new ‘Renaissance’ collection for womenswear and men's streetwear drops

  • Valentino Act 2 x Nataal featuring musician Priya Ragu for International Women’s Day

  • Exclusive partnership with Boghossian which embedded 3D viewing technology in editorial content for the first time on the marketplace, bringing to life their high jewelry collection

• Announced global strategic partnership and investment into Neiman Marcus Group (NMG), which encompasses:

  • Re-platforming the Bergdorf Goodman website and mobile application on Farfetch Platform Solutions (FPS)

  • Neiman Marcus and Bergdorf Goodman joining the Farfetch Marketplace

  • The adoption of selected FPS services by Neiman Marcus including foundational international services

  • Farfetch's $200 million investment in NMG earmarked for digital growth and innovation initiatives

• In May 2022, FPS continued to expand its client roster with launch of Jacob Cohen's global monobrand e-commerce site

• In April 2022, acquired Wanna, a virtual try-on technology company, with the aim of expanding and scaling virtual try-on capabilities on the platform

• Stadium Goods launched two technology products aimed at increasing supply - ‘STADIUMSUPPLY’ app and ‘SOURCE by Stadium Goods’ - which enable consignors to streamline their operations, as well as list and sell products

New Guards

• Appointed editor-in-chief of Dazed, Ibrahim Kamara, as Art & Image Director for Off-White, to join a collective of creatives in overseeing the artistic direction of the brand

• New Guards’ brand portfolio continued to create culturally relevant collections:

  • Showcased Fall-Winter 2022 collection for Off-White on runway show during Paris fashion week, and for Palm Angels and Ambush during Milan fashion week

  • Off-White released ‘Paperwork’, its first beauty collection, which includes genderless fragrances, face and body solid pigments, and nail polishes

  • Off-White partnered with footwear brand Church’s to re-imagine their classic Burnwood brogues

  • Palm Angels launched collaboration with rapper, Gunna

  • Ambush launched its inaugural NFT collection, casting its POW! jewelry design in NFT form

Environmental, Social and Governance

• Donated $250,000 to the UN Refugee Agency (UNHCR) to support its humanitarian efforts in Ukraine

• Beginning in 2022, developed criteria for our curated Conscious Beauty edit to enable consumers to make conscious choices

First Quarter 2022 Results Summary

Gross Merchandise Value (in thousands):

GMV increased by $15.2 million from $915.6 million in first quarter 2021 to $930.8 million in first quarter 2022, representing year-over-year growth of 1.7%. Digital Platform GMV increased by $19.5 million from $790.0 million in first quarter 2021 to $809.5 million in first quarter 2022, representing year-over-year growth of 2.5%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have decreased 0.7% year-over-year.

First quarter 2022 Digital Platform GMV growth reflects order growth across the Marketplace, an increase in AOV from $618 to $632, driven by increases in full-priced item mix and number of items per order, as well as strong growth in the Americas, Middle East and Korea. This was offset by softer demand in other key markets including Russia, where trade was suspended from March 2022 with no indication of when trade might resume, and China, where continuing local COVID-19 restrictions continue to impact orders in Mainland China.

Brand Platform GMV decreased by 11.2% to $99.7 million, due to continued delays in order shipments and resulting cancelations arising from the migration to a new warehouse partner. The transition was completed in May 2022, however, delayed shipments could negatively impact margins into second quarter 2022. The GMV decrease also includes a 4.5% decline due to changes in foreign exchange rates.

In-Store GMV increased by 62.0% to $21.5 million, driven by additional openings of New Guards brands stores in the last twelve months as well as growth from existing stores.

Revenue (in thousands):

Revenue increased by $29.7 million year-over-year from $485.1 million in first quarter 2021 to $514.8 million in first quarter 2022, representing growth of 6.1%. The increase was primarily driven by 9.3% growth in Digital Platform Revenue to $395.6 million and a 74.8% growth in In-Store Revenue, offset by a 10.5% decrease in Brand Platform Revenue to $100.5 million.

Digital Platform Services Revenue increased by 10.8% ahead of the 2.5% overall growth in Digital Platform GMV, driven by first-party revenue, which increased 16.1%. Digital Platform Services third-party revenue increased ahead of GMV growth at 7.8% reflecting a higher take rate and higher growth in advertising revenue.

Digital Platform Fulfilment Revenue represents the pass-through to consumers of delivery and duties charges incurred by our global logistics solutions, net of any Farfetch-funded consumer promotions, subsidized shipping and incentives. Digital Platform Fulfilment Revenue increased 3.5% year-over-year, slightly above Digital Platform GMV growth of 2.5%, reflecting an increased pass-through of such costs to consumers in first quarter 2022.

Brand Platform Revenue decreased 10.5% primarily reflecting the decrease in Brand Platform GMV, partially offset by the addition of revenue from the Reebok partnership which commenced in March 2022.

Cost of Revenue (in thousands):

Cost of revenue increased by $20.1 million, or 7.6%, year-over-year from $264.2 million in first quarter 2021 to $284.3 million in first quarter 2022. The increase was driven by growth in Digital Platform Services cost of revenue, partially offset by a decrease in Brand Platform cost of revenue.

Digital Platform Services cost of revenue increased at a higher rate than Digital Platform Services Revenue primarily due to an increased mix of first-party revenue.

Gross profit (in thousands):

Gross profit increased by $9.6 million, or 4.4%, year-over-year, to $230.5 million in first quarter 2022. Gross profit margin decreased 70 bps year-over-year to 44.8%, primarily driven by a reduction in Brand Platform Gross Profit Margin and mix, and a small decrease in Digital Platform Gross Profit Margin.

Digital Platform Gross Profit Margin decreased 40 bps to 54.3% in first quarter 2022 from 54.7% in first quarter 2021, as Digital Platform Services cost of revenue increased at a higher rate than Digital Platform Services Revenue. An increase in Digital Platform third-party gross profit margin was offset by a decrease in first-party gross profit margin primarily due to a lower mix of full-price items and an increase in stock clearance activity on Browns products resulting from 2022 season stock purchases in anticipation of higher levels of consumer demand.

Brand Platform Gross Profit Margin decreased 250 bps year-over-year to 48.9%, driven by a shift in product mix, additional inventory provisioning related to delayed deliveries, partially offset by the elimination of Palm Angels royalty costs from Brand Platform cost of revenue following the acquisition of 60% of the outstanding equity interests of Palm Angels S.r.l ("Palm Angels") the owner of the Palm Angels trademark.

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

Demand generation expense increased $6.3 million year-over-year to $68.2 million in first quarter 2022 and remained relatively flat as a percentage of Digital Platform Services Revenue at 21.5% compared to 21.6% in first quarter 2021. This was driven by our investment in acquiring and engaging customers in paid channels, and reflects continued cost inflation in digital marketing channels and our redistribution of spend as we continue to implement measures in response to the impact of Apple's recent iOS privacy measures, to channels which exhibited higher unit costs, on average.

Technology expense primarily relates to maintenance and operations of our platform features and services, as well as software, hosting and infrastructure expenses, which includes three globally distributed data centers, including one in Shanghai, which support the processing of our growing base of transactions. Technology expense increased by $0.6 million, or 1.7%, in first quarter 2022 year-over-year driven by an increase in technology staff headcount and software and hosting costs to support growth.

Our total investment in technology, which includes investments in longer term development projects which are treated as capital items, was 14.9% of Adjusted Revenue in first quarter 2022, as compared to 14.0% in first quarter 2021, reflecting our investment in Beauty, which launched during the first quarter 2022.

Depreciation and amortization expense increased by $27.5 million, or 50.9%, year-over-year from $54.0 million in first quarter 2021 to $81.5 million in first quarter 2022. Amortization expense increased principally due to increased technology investments, where qualifying technology development costs are capitalized and amortized over their useful lives, as well as amortization of the $364.1 million intangible asset recognized in relation to the Reebok partnership beginning in March 2022. The Reebok partnership intangible asset, and a corresponding financial liability for the same amount, will be amortized over the 11-year life of the agreement. Depreciation expense increased primarily as a result of new stores and office leases entered into within the last twelve months.

Share-based payments decreased by $5.1 million, or 12.6% year-over-year in first quarter 2022 due to the decreased cost of employment related taxes and cash-settled awards, primarily as a result of the share price movement, partially offset by grants of equity-settled awards, including the performance-based restricted share unit ("PSU") award granted to the Company's Founder, Chairman and CEO, José Neves in May 2021.

General and administrative expense increased by $19.3 million, or 13.3%, year-over-year in first quarter 2022, reflecting investments made towards our longer-term strategic initiatives including marketing initiatives to support Farfetch brand marketing and New Guards brands through campaigns and shows, which were not incurred in the prior year period due to COVID-19 restrictions. This was alongside an increase in warehousing costs as we scale our operations to support our Fulfilment by Farfetch strategy and the launch of Beauty, as well as market pressures on employee compensation which, also impacted technology expense. This was partially offset by a $25.2 million gain arising on settlement of our 2022 foreign exchange hedges, which were in position to cover our future receipts of Russian rubles, but were closed out as we no longer expect to receive rubles for the foreseeable future.

General and administrative expense increased as a percentage of Adjusted Revenue to 37.6% compared to 35.4% in first quarter 2021 primarily driven by slower growth in Adjusted Revenue in addition to investments towards our strategic initiatives to build our brand and launch our Beauty category.

Gains on items held at fair value and remeasurements (in thousands):

The $365.9 million of remeasurement gains on put and call option liabilities in first quarter 2022 related to $271.4 million gain on the remeasurement of the put and call option resulting from the November 2020 strategic agreement with Alibaba Group Holding Limited ("Alibaba Group") and Compagnie Financiere Richemont SA ("Richemont"), a $105.8 million remeasurement gain in connection with Chalhoub Group’s put option over their non-controlling interest in Farfetch International Limited, partially offset by a $6.1 million loss on the remeasurement of the put and call option over the 40% of the share capital in Palm Angels not owned by New Guards and a $5.1 million loss on the remeasurement of the put option over Alanui. S.r.l.

The $542.5 million of fair value gains on embedded derivative liabilities in first quarter 2022 were primarily driven by the decrease in our share price during the period. The fair value gains on embedded derivative liabilities in first quarter 2022 is comprised of the following revaluation gains on our convertible senior notes: (i) $65.5 million fair value gains related to $250 million 5.00% notes due in 2025 (the "February 2020 Notes"); (ii) $362.1 million fair value gains related to $400 million 3.75% notes due in 2027 (the "April 2020 Notes"); and, (iii) $115.0 million fair value gains related to $600 million 0.00% notes due in 2030 (the "November 2020 Notes"). These notes have provided strong liquidity to fund ongoing capital needs and invest in various growth initiatives.

The $630.4 million fair value gains on embedded derivative liabilities in first quarter 2021 were primarily driven by the decrease in our share price during the period. The fair value gains on embedded derivative liabilities in first quarter 2021 were comprised of $214.3 million fair value gains related to the February 2020 Notes; $256.4 million fair value gains related to the April 2020 Notes; and $159.6 million fair value gains related to the November 2020 Notes.

The $28.7 million of remeasurement gains in first quarter 2021 related to the remeasurement gain in connection with the Chalhoub Group’s put option over the non-controlling interest in Farfetch International Limited.

Profit After Tax

Profit after tax increased by $212.1 million year-over-year from $516.7 million to $728.8 million in first quarter 2022. The increase was primarily driven by gains on items held at fair value and remeasurements, which increased $248.4 million year-over-year.

EPS and Diluted EPS

First quarter 2022 basic EPS was $1.93 and diluted EPS was $(0.37). Diluted EPS assumes a full conversion of the convertible notes into shares, and that the Chalhoub liability and Farfetch China Holdings Ltd ("Farfetch China") liability held on the statement of financial position at March 31, 2022 would have been settled in shares at the beginning of the first quarter 2022. As such, diluted EPS excludes the gains on items held at fair value and interest costs related to the Chalhoub liability, Farfetch China liability and the convertible notes, net of any applicable tax, while including all outstanding equity instruments that have a dilutive impact.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA declined by $16.6 million to $(35.8) million and Adjusted EBITDA Margin declined from (4.7)% to (8.2)% in first quarter 2022 driven by the decline in Brand Platform Revenue.

Liquidity

At March 31, 2022, cash and cash equivalents were $938.0 million, a decrease of $425.1 million compared to $1,363.1 million at December 31, 2021. The decrease in cash and cash equivalents was primarily related to funding working capital and cash payments for business acquisitions.

Post Balance Sheet Events

On April 5, 2022, Farfetch completed the acquisition of Wannaby Inc., trading under the name of Wanna, which provides immersive augmented reality and virtual try on technology for the luxury fashion industry at scale. Total consideration of $29.4 million comprised $24.5 million in cash, subject to closing accounting adjustments, and $4.9 million in shares, based on the Farfetch share price as at the acquisition date. The share consideration is subject to service conditions for certain management team members and employees of Wannaby Inc. remaining with the Company after the acquisition.

On April 5, 2022, Farfetch announced a global strategic partnership with Neiman Marcus Group, the largest omnichannel luxury retailer in the U.S. and the parent of brands including Neiman Marcus and Bergdorf Goodman. The partnership builds on Farfetch's Luxury New Retail vision and advances NMG's pioneering strategy to revolutionize integrated luxury retail. As part of its commitment to the partnership, Farfetch will make a minority common equity investment of up to $200.0 million in NMG.

Outlook

The following forward-looking statements reflect Farfetch’s expectations as of May 26, 2022.

For Full Year 2022:

• Digital Platform GMV growth of 5% to 10% year-over-year

• Brand Platform GMV growth of 10% to 15% year-over-year

• Adjusted EBITDA margin of 0% to 1%

Uncertainties resulting from the impact of the COVID-19 pandemic, macroeconomic factors and geopolitical turmoil, including the war in Ukraine, could have material impacts on our future performance and projections. These factors 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; and

• reduced demand for our offerings and services.

Conference Call Information

Farfetch Limited will host a conference call today, May 26, 2022, 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.