Farfetch Announces Fourth Quarter and Full Year 2021 Results

• Record 2021 Gross Merchandise Value (“GMV”) of $4.2 billion, up 33% year-over-year and up 98% compared to 2019

• 2021 Revenue increases 35% year-over-year to $2.3 billion

• Q4 2021 GMV and Digital Platform GMV each increase 22% year-over-year to $1.3 billion and $1.1 billion, respectively

• Q4 2021 Revenue increases 23% year-over-year to $666 million

• Q4 2021 Gross Profit Margin of 47.1%; Digital Platform Order Contribution Margin of 32.4%

• Q4 2021 Profit After Tax of $97 million includes $217 million non-cash benefit arising from impact of lower share price on items held at fair value and remeasurements

• Delivers $36 million Adjusted EBITDA in Q4 2021 for positive Adjusted EBITDA for full-year 2021

LONDON--(BUSINESS WIRE)--Farfetch Limited (NYSE: FTCH), the leading global platform for the luxury fashion industry, today reported financial results for the fourth quarter and full year ended December 31, 2021.

José Neves, Farfetch Founder, Chairman and CEO said: “Our fourth quarter results clearly demonstrate the strong momentum behind the Farfetch platform. We exit the year having once again delivered market share capturing GMV growth in 2021 along with our first year of Adjusted EBITDA profitability. This positions Farfetch for an incredible 2022 focused on continuing to lead the online luxury fashion industry, growing faster than the runner-ups, and expanding profitability.

“As we enter a post-pandemic environment, I am proud of the support Farfetch has provided to our partners across the global luxury community during this unprecedented time as we advanced our mission to be the connector between the curators, creators and consumers of the luxury fashion industry. Moreover, we are positioned to emerge stronger than ever, as an industry leader delivering strategic value to brand partners and an unmatched proposition for consumers. And the accelerated digitization of the luxury industry highlights the opportunity to leverage the unique capabilities of the Farfetch platform, to extend our track record of capturing market share while delivering further profitability.”

Elliot Jordan, CFO of Farfetch, said: “I am delighted with our fourth quarter 2021 results which demonstrate strong execution that delivered Digital Platform GMV growth at the high end of our expectations, and improved profitability margins. This completes a milestone year for Farfetch in which we added over $1bn in GMV, growing 33% year-over-year, and achieved our first full-year of profitability at the Adjusted EBITDA level. Our investments continue to deliver significant operating cost leverage and we are well positioned for further market share capture and profitability gains in the year ahead.”

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

	Three months ended December 31,						Year ended December 31,
	2020 ^(1)			2021			2020 ^(1)			2021
Consolidated Group:
Gross Merchandise Value (“GMV”)	$	1,056,990		$	1,289,145		$	3,187,014		$	4,229,874
Revenue		540,105			665,651			1,673,922			2,256,608
Adjusted Revenue ^(2)		464,887			571,095			1,460,694			1,924,104
Gross profit		249,148			313,380			770,928			1,016,511
Gross profit margin	46.1%			47.1%			46.1%			45.0%
(Loss)/profit after tax ^(1)	$	(2,263,587	)	$	96,890		$	(3,315,623	)	$	1,470,611
Adjusted EBITDA ^(2)		10,376			36,104			(47,432	)		1,638
Adjusted EBITDA Margin ^(2)	2.2%			6.3%			(3.2)%			0.1%
Basic (Loss)/earnings per share (“EPS”) ^(1)	$	(6.47	)	$	0.27		$	(9.69	)	$	4.02
Diluted EPS		(6.47	)		(0.23	)		(9.69	)		(1.07	)
Adjusted EPS ^(1) ^(2)		(0.00	)		(0.03	)		(0.60	)		(0.55	)
Digital Platform:
Digital Platform GMV	$	939,444		$	1,146,153		$	2,759,476		$	3,677,988
Digital Platform Services Revenue		347,341			431,469			1,033,156			1,385,678
Digital Platform Gross Profit		189,102			229,885			560,206			730,253
Digital Platform Gross Profit Margin	54.4%			53.3%			54.2%			52.7%
Digital Platform Order Contribution ^(2)	$	121,844		$	139,909		$	361,419		$	438,432
Digital Platform Order Contribution Margin ^(2)	35.1%			32.4%			35.0%			31.6%
Active Consumers (in thousands)		3,024			3,687			3,024			3,687
Average Order Value (“AOV”) - Marketplace	$	626		$	635		$	568		$	612
AOV - Stadium Goods		308			288			316			308
Brand Platform:
Brand Platform GMV	$	103,880		$	117,178		$	390,014		$	467,505
Brand Platform Revenue		103,880			117,178			390,014			467,505
Brand Platform Gross Profit		51,857			69,257			190,804			241,516
Brand Platform Gross Profit Margin	49.9%			59.1%			48.9%			51.7%

1. See “Revisions to Previously Reported Financial Information” in Notes and Disclosures on page 21
2. See “Non-IFRS and Other Financial and Operating Metrics” on page 24 for reconciliations of non-IFRS measures to IFRS measures.

Recent Business Highlights

Digital Platform

• Third-party transactions generated 85% of Digital Platform GMV at a take rate of 30.4% in fourth quarter 2021
• The Farfetch Marketplace continued to offer customers the most extensive selection of in-season luxury fashion on a global platform from over 1,400 sellers, as supply from both multi-brand retailers and e-concession partners continued to increase year-over-year to total stock units of nearly 10 million in fourth quarter 2021
• Generated third consecutive quarter of record media solutions revenue and partnered with brands to launch innovative showcases of their collections to Farfetch Marketplace visitors, including:
  • Balmain X Netflix collaboration coinciding with the release of the movie ‘The Harder They Fall’, leveraging innovation features such as photo-real 3D visuals
  • Burberry outerwear campaign, utilizing Farfetch’s digital fashion capabilities to feature models dressed with digital assets
  • Zegna ‘Working With Words’ film content series in collaboration with Port Magazine, poet Seán Hewitt and musician Azekel
  • Tasaki Atelier high jewelry pearl and colored gemstone collection, available exclusively on the Farfetch Marketplace
• In January 2022, ahead of the planned launch of beauty on the Farfetch Marketplace later in the year, announced the acquisition of cult favorite luxury beauty destination Violet Grey

New Guards

• Launched Tmall Luxury Pavilion storefronts for Off-White, Palm Angels and Ambush in January 2022
• New Guards’ portfolio continued to focus on direct-to-consumer channels while creating culturally relevant collections:
  • Off-White released ‘Off-White x Air Jordan 2 Low’ and capsule collection for lunar new year in January 2022
  • Palm Angels launched ‘8 Moncler Palm Angels’ collaboration and opened a new directly operated store in Las Vegas
  • Heron Preston released its third drop in collaboration with Calvin Klein and launched HERON01, the first fully 3D printed sneaker, in collaboration with technology company Zellerfeld
  • Alanui launched ‘Alanui x The Rolling Stones’ capsule collection dedicated the legendary band in celebration of their 60^th anniversary
• In February 2022, New Guards further expanded its portfolio of brands with the signing of agreements with Authentic Brands Group to become the exclusive partner to curate, create and bring to market Reebok’s luxury collaborations, as well as a core operating partner for the brand across Europe and distributor of premium Reebok products in the United States, Canada, Europe and certain other key markets.

Environmental, Social and Governance (“ESG”)

• In December 2021, acquired Luxclusif, a business-to-business service provider that enables the acquisition, authentication and sale of second-hand luxury goods, with the aim to significantly accelerate our pre-owned platform capabilities

Fourth Quarter and Full Year 2021 Results Summary

Gross Merchandise Value (in thousands):

	Three months ended December 31,				Year ended December 31,
	2020		2021		2020		2021
Digital Platform GMV	$	939,444	$	1,146,153		2,759,476		3,677,988
Brand Platform GMV		103,880		117,178		390,014		467,505
In-Store GMV		13,666		25,814		37,524		84,381
GMV	$	1,056,990	$	1,289,145	$	3,187,014	$	4,229,874

GMV increased by $232.2 million from $1,057.0 million in fourth quarter 2020 to $1,289.1 million in fourth quarter 2021, representing year-over-year growth of 22.0%. Digital Platform GMV increased by $206.7 million from $939.4 million in fourth quarter 2020 to $1,146.2 million in fourth quarter 2021, representing year-over-year growth of 22.0%. Excluding the impact of changes in foreign exchange rates, Digital Platform GMV would have increased by 22.5%.

GMV growth was driven by our Digital Platform segment performance. Fourth quarter 2021 Digital Platform GMV growth reflects order growth across the Marketplace and an increase in AOV from $626 to $635, which was driven by increases in full-priced item mix and number of items per order, partially offset by a higher mix of lower-priced items.

Brand Platform GMV increased by 12.8% to $117.2 million driven by demand for new collections launched during the quarter, and was impacted by a change in the timing of shipments compared to the prior year, in addition to delays arising from the migration to a new warehouse.

In-Store GMV increased by 88.9% to $25.8 million, driven by additional New Guards brands stores opened in the last twelve months as well as growth from existing stores.

Revenue (in thousands):

	Three months ended December 31,				Year ended December 31,
	2020		2021		2020		2021
Digital Platform Services third-party revenue	$	209,332	$	270,817	$	637,568	$	845,941
Digital Platform Services first-party revenue		138,009		160,652		395,588		539,737
Digital Platform Services Revenue		347,341		431,469		1,033,156		1,385,678
Digital Platform Fulfilment Revenue		75,218		94,556		213,228		332,504
Brand Platform Revenue		103,880		117,178		390,014		467,505
In-Store Revenue		13,666		22,448		37,524		70,921
Revenue	$	540,105	$	665,651	$	1,673,922	$	2,256,608

Revenue increased by $125.5 million year-over-year from $540.1 million in fourth quarter 2020 to $665.7 million in fourth quarter 2021, representing growth of 23.2%. The increase was primarily driven by 24.5% growth in Digital Platform Revenue to $526.0 million and 12.8% growth in Brand Platform Revenue to $117.2 million.

Digital Platform Services Revenue increased by 24.2% ahead of the 22.0% overall growth in Digital Platform GMV, driven by third-party revenue, which increased 29.4%, reflecting measures implemented to share recent cost increases with our partners.

Third-party revenue growth was offset by slower growth in Digital Platform Services first-party revenue, which includes first-party original, of 16.4%, with strong performance of Browns’ products on the Digital Platform offset by slower growth in first-party original products following a strategic decision to control markdowns.

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 25.7% year-over-year, above Digital Platform GMV growth of 22.0%, as we have been able to pass-through more of these costs to consumers in the current quarter.

Cost of Revenue (in thousands):

	Three months ended December 31,				Year ended December 31,
	2020		2021		2020		2021
Digital Platform Services third-party cost of revenue	$	70,451	$	88,440	$	208,518	$	288,286
Digital Platform Services first-party cost of revenue		87,788		113,144		264,432		367,139
Digital Platform Services cost of revenue		158,239		201,584		472,950		655,425
Digital Platform Fulfilment cost of revenue		75,218		94,556		213,228		332,504
Brand Platform cost of revenue		52,022		47,921		199,208		225,989
In-Store cost of goods sold		5,478		8,210		17,608		26,179
Cost of revenue	$	290,957	$	352,271	$	902,994	$	1,240,097

Cost of revenue increased by $61.3 million, or 21.1%, year-over-year from $291.0 million in fourth quarter 2020 to $352.3 million in fourth quarter 2021, at a slightly lower rate than revenue growth. The increase was driven by growth in Digital Platform 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 driven by an increase in first party costs of goods sold due to a year-over-year increase in stock clearance activity.

Gross profit (in thousands):

	Three months ended December 31,				Year ended December 31,
	2020		2021		2020		2021
Digital Platform third-party gross profit	$	138,881	$	182,377	$	429,050	$	557,655
Digital Platform first-party gross profit		50,221		47,508		131,156		172,598
Digital Platform Gross Profit		189,102		229,885		560,206		730,253
Brand Platform Gross Profit		51,858		69,257		190,806		241,516
In-Store Gross Profit		8,188		14,238		19,916		44,742
Gross profit	$	249,148	$	313,380	$	770,928	$	1,016,511

Gross profit increased by $64.2 million, or 25.8%, year-over-year, faster than revenue growth, to $313.4 million in fourth quarter 2021. Gross profit margin increased 95 bps year-over-year to 47.1% from 46.1%, driven by strong margin expansion in Brand Platform, partially offset by a decrease in Digital Platform Gross Profit Margin.

Digital Platform Gross Profit Margin decreased 116 bps to 53.3% in fourth quarter 2021 from 54.4% in fourth quarter 2020, 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 full-price mix.

Brand Platform Gross Profit Margin increased 918 bps year-over-year to 59.1% driven by a higher sell-through of Off-White products, non-recurring discounts received from vendors, and 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):

	Three months ended December 31,				Year ended December 31,
	2020		2021		2020		2021
Demand generation expense	$	67,258	$	89,976	$	198,787	$	291,821
Technology expense		29,827		30,746		115,227		131,408
Share-based payments		121,118		49,344		291,633		196,167
Depreciation and amortization		60,135		69,679		217,223		251,198
General and administrative		141,687		156,554		504,346		591,644
Other items		17,080		7,077		24,267		18,730
Selling, general and administrative expense	$	437,105	$	403,376	$	1,351,483	$	1,480,968

Demand generation expense increased $22.7 million year-over-year to $90.0 million in fourth quarter 2021 and increased as a percentage of Digital Platform Service Revenue from 19.4% to 20.9%. This was driven by our investment in acquiring and engaging customers in paid channels, including our redistribution of spend as we continue to implement measures in response to the impact of Apple's recent iOS privacy measures, which exhibited higher unit costs, on average.

Technology expense primarily relates to maintenance and operations of our platform features and services, as well as software, hosting and infrastructure expenses, which includes three globally distributed data centers, including one in Shanghai, which support the processing of our growing base of transactions. Technology expense increased by $0.9 million, or 3.1%, in fourth quarter 2021 year-over-year driven by an increase in technology staff headcount and software and hosting costs to support growth.

Fourth quarter 2021 technology expense continued to scale as a percentage of Adjusted Revenue, decreasing from 6.4% to 5.4% year-over-year as we continue to leverage our existing infrastructure and organization.

Our total investment in technology, which includes investments in longer term development projects which are treated as capital items, was 11.3% of Adjusted Revenue in fourth quarter 2021, as compared to 12.2% in fourth quarter 2020.

Depreciation and amortization expense increased by $9.5 million, or 15.9%, year-over-year from $60.1 million in fourth quarter 2020 to $69.7 million in fourth quarter 2021. Amortization expense increased principally due to increased technology investments, where qualifying technology development costs are capitalized and amortized over their useful lives. Depreciation expense increased primarily as a result of new stores and office leases entered into within the last twelve months.

Share-based payments decreased by $71.8 million, or (59.3)% year-over-year in fourth quarter 2021 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 $14.9 million, or 10.5%, year-over-year in fourth quarter 2021, reflecting investments made to support longer-term strategic initiatives including brand campaigns.

General and administrative expense decreased as a percentage of Adjusted Revenue to 27.4% compared to 30.5% in fourth quarter 2020 as we continued to leverage our operations base to efficiently grow Adjusted Revenue.

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

	Three months ended December 31,					Year ended December 31,
	2020			2021		2020			2021
Remeasurement (losses)/gains on put and call option liabilities	$	(166,702	)	$	59,013	$	(288,853	)	$	384,122
Fair value (losses)/gains on embedded derivative liabilities		(1,890,604	)		157,949		(2,354,720	)		1,639,621
(Losses)/gains on items held at fair value and remeasurements	$	(2,057,306	)	$	216,962	$	(2,643,573	)	$	2,023,743

The $157.9 million of fair value gains on embedded derivative liabilities in fourth quarter 2021 were primarily driven by the decrease in our share price during the period. The fair value gains on embedded derivative liabilities in fourth quarter 2021 is comprised of the following revaluation gains on our convertible senior notes: (i) $22.4 million fair value gains related to $250 million 5.00% notes due 2025 (the “February 2020 Notes”); (ii) $92.1 million fair value gains related to $400 million 3.75% notes due 2027 (the “April 2020 Notes”); and, (iii) $43.4 million fair value gains related to $600 million 0.00% notes due 2030 (the “November 2020 Notes”). These notes have provided strong liquidity to fund ongoing capital needs and invest in various growth initiatives.

The $1,890.6 million of fair value losses on embedded derivative liabilities in fourth quarter 2020 were primarily driven by the increase in our share price during the period. The fair value losses on embedded derivatives in fourth quarter 2020 were comprised of $749.0 million fair value revaluation losses related to the February 2020 Notes; $869.1 million fair value revaluation losses related to the April 2020 Notes; and $272.5 million fair value losses related to the November 2020 Notes.

The $59.0 million of remeasurement gains on put and call option liabilities in fourth quarter 2021 related to $61.1 million gains on the put and call option resulting from the November 2020 strategic agreement with Alibaba Group Holding Limited (“Alibaba Group”) and Compagnie Financiere Richemont SA (“Richemont”), $7.2 million remeasurement gains in connection with Chalhoub Group’s put option over their non-controlling interest in Farfetch International Limited, and $0.7 million gains on the put and call option over the non-controlling interest in Alanui S.r.l., partially offset by $10.0 million losses on the put and call option that New Guards holds over the acquisition of the remaining 40% share capital in Palm Angels.

The $166.7 million of remeasurement losses in fourth quarter 2020 primarily related to the remeasurement losses in connection with the Chalhoub Group’s put option over the non-controlling interest in Farfetch International Limited.

Impairment losses on tangible and intangible assets (in thousands):

	Three months ended December 31,						Year ended December 31,
	2020			2021			2020			2021
Impairment losses on right-of-use asset	$	(699	)	$	-		$	(2,234	)	$	-
Impairment losses on property, plant and equipment		-			-			(757	)		-
Impairment losses on tangible assets	$	(699	)	$	-		$	(2,991	)	$	-
Impairment losses on intangible assets	$	(36,269	)	$	(11,779	)	$	(36,269	)	$	(11,779	)
Impairment losses on intangible assets	$	(36,269	)	$	(11,779	)	$	(36,269	)	$	(11,779	)

Impairment losses of $11.8 million on intangible assets in fourth quarter 2021 are related to a reduction in the carrying value of a small intangible brand asset associated with New Guards brand portfolio.

The impairment charge of $36.3 million on intangible assets and $0.7 million on tangible assets in fourth quarter 2020 is primarily comprised of a $30.5 million charge related to a reduction in the carrying value of one of the smaller intangible brand assets within New Guards portfolio, as well as a $0.7 million reduction in the carrying value of the corporate right-of-use assets associated with that same brand. The remaining $5.8 million impairment charge on intangible assets related to the closure of our direct consumer-facing channels on JD.com and the associated intangible asset held for the Farfetch Level 1 access button.

Profit / (loss) After Tax

Profit after tax increased by $2,360.5 million year-over-year from a loss of $(2,263.6) million to a profit of $96.9 million in fourth quarter 2021. The increase was primarily driven by gains on items held at fair value and remeasurements, which increased $2,274.3 million year-over-year.

EPS and Diluted EPS

Fourth quarter 2021 basic EPS was $0.27 and diluted EPS was $(0.23). Diluted EPS assumes a full conversion of the convertible notes into shares, and that the settlement of the Chalhoub liability and Farfetch China Holdings Ltd (“Farfetch China”) liability held on the statement of financial position at December 31, 2021 would have been in shares, with both transactions occurring at the beginning of the fourth quarter, 2021. As such, diluted EPS excludes the gains on items held at fair value and interest costs related to the Chalhoub liability, Farfetch China liability and the convertible notes, net of any applicable tax, while including all outstanding equity instruments that have a dilutive impact.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA improved by $25.7 million to $36.1 million in fourth quarter 2021 as a result of our growth, improved gross profit margins, and scaling of the operating cost base. Adjusted EBITDA Margin improved from 2.2% to 6.3% year-over-year, primarily reflecting declines in both general and administrative expenses and in technology expense as percentage of Adjusted Revenue.

Liquidity

At December 31, 2021, cash and cash equivalents were $1,363.1 million, a decrease of $210.3 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, cash payments for business acquisitions, and $100 million short-term variable Net Asset Value investments. This was partially offset by $500 million cash proceeds related to the investment in Farfetch China by Alibaba Group and Richemont in August 2021.

Post Balance Sheet Events

On February 1, 2022, the Group completed the acquisition of Violet Grey Inc., a luxury beauty online retailer, for consideration of approximately $44.4 million, subject to customary completion accounts price adjustments, comprised of $43.5 million in cash and $0.9 million in Farfetch shares based on the Farfetch share price as at the acquisition date. The share consideration includes service conditions in respect of certain members of the Violet Grey Inc. management team remaining with the Group after the acquisition.

On February 22, 2022, New Guards Group entered into a commercial agreement with Authentic Brands Group LLC for the distribution rights of Reebok footwear and apparel ranges within certain countries in the European region. The agreement becomes effective upon the completed transfer of ownership of the Reebok brand to ABG, which is expected to close in the first quarter. As part of the arrangement, the Group is committed to minimum royalty payments of approximately $374 million (€329.9 million) over the 11 year life of the agreement.

Outlook

The following forward-looking statements reflect Farfetch’s expectations as of February 24, 2022.

For Full Year 2022:

• Digital Platform GMV growth of 28% to 32% year-over-year
• Brand Platform GMV growth of 20% to 25% year-over-year
• Adjusted EBITDA margin of 1% to 2%

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 will host a conference call today, February 24, 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.

Unaudited interim condensed consolidated statement of operations
for the three months ended December 31
(in $ thousands, except share and per share data)
	2020 ^(1)			2021
Revenue		540,105			665,651
Cost of revenue		(290,957	)		(352,271	)
Gross profit		249,148			313,380
Selling, general and administrative expenses		(437,105	)		(403,376	)
Impairment losses on tangible assets		(699	)		-
Impairment losses on intangible assets		(36,269	)		(11,779	)
Operating loss		(224,925	)		(101,775	)
(Losses)/gains on items held at fair value and remeasurements		(2,057,306	)		216,962
Share of results of associates		66			(20	)
Finance income		20,065			863
Finance costs ^(1)		(17,191	)		(17,419	)
(Loss)/profit before tax		(2,279,291	)		98,611
Income tax benefit/(expense)		15,704			(1,721	)
(Loss)/profit after tax		(2,263,587	)		96,890
(Loss)/profit after tax attributable to:
Equity holders of the parent		(2,267,145	)		101,431
Non-controlling interests		3,558			(4,541	)
		(2,263,587	)		96,890
(Loss)/earnings per share attributable to equity holders of the parent
Basic		(6.47	)		0.27
Diluted		(6.47	)		(0.23	)
Weighted-average shares outstanding
Basic		349,603,548			378,260,245
Diluted		349,603,548			472,844,249

Unaudited interim condensed consolidated statement of comprehensive (loss) / income
for the three months ended December 31
(in $ thousands)
	2020 ^(1)			2021
(Loss)/profit after tax ^(1)		(2,263,587	)		96,890
Other comprehensive income/(loss):
Items that may be subsequently reclassified to the consolidated statement of operations (net of tax):
Exchange gain/(loss) on translation of foreign operations		1,639			(4,483	)
Gain on cash flow hedges recognized in equity		9,775			2,804
Loss/(gain) on cash flow hedges reclassified and reported in net (loss)/profit		2,563			1,296
Gain/(loss) on cash flow hedges recognized in equity - time value		6,145			(1	)
Items that will not be subsequently reclassified to the consolidated statement of operations (net of tax):
Remeasurement loss on severance plan		(21	)		(77	)
Other comprehensive income/(loss) for the period, net of tax		20,101			(461	)
Total comprehensive (loss)/income for the period, net of tax		(2,243,486	)		96,429
Total comprehensive (loss)/income attributable to:
Equity holders of the parent		(2,247,376	)		103,001
Non-controlling interests		3,890			(6,572	)
		(2,243,486	)		96,429

Unaudited condensed consolidated statement of operations
for the year ended December 31
(in $ thousands, except share and per share data)
	2020 ^(1)			2021
Revenue		1,673,922			2,256,608
Cost of revenue		(902,994	)		(1,240,097	)
Gross profit		770,928			1,016,511
Selling, general and administrative expenses		(1,351,483	)		(1,480,968	)
Impairment losses on tangible assets		(2,991	)		-
Impairment losses on intangible assets		(36,269	)		(11,779	)
Operating loss		(619,815	)		(476,236	)
(Losses)/gains on items held at fair value and remeasurements		(2,643,573	)		2,023,743
Share of results of associates		(74	)		(52	)
Finance income		24,699			12,599
Finance costs ^(1)		(91,294	)		(86,441	)
(Loss)/profit before tax		(3,330,057	)		1,473,613
Income tax benefit/(expense)		14,434			(3,002	)
(Loss)/profit after tax		(3,315,623	)		1,470,611
(Loss)/profit after tax attributable to:
Equity holders of the parent		(3,333,171	)		1,466,487
Non-controlling interests		17,548			4,124
		(3,315,623	)		1,470,611
(Loss)/earnings per share attributable to owners of the company
Basic		(9.69	)		4.02
Diluted		(9.69	)		(1.07	)
Weighted-average shares outstanding
Basic		343,829,481			364,696,712
Diluted		343,829,481			472,357,995

Unaudited condensed consolidated statement of comprehensive (loss) / income
for the year ended December 31
(in $ thousands)
	2020 ^(1)			2021
(Loss)/profit after tax for the year ^(1)		(3,315,623	)		1,470,611
Other comprehensive income/(loss):
Items that may be subsequently reclassified to the consolidated statement of operations (net of tax):
Exchange gain/(loss) on translation of foreign operations		23,903			(20,017	)
Loss on cash flow hedges recognized in equity		(4,227	)		(12,825	)
Loss/(gain) on cash flow hedges reclassified and reported in net (loss)/profit		17,612			(11,951	)
Gain/(loss) on cash flow hedges recognized in equity - time value		2,552			(2,552	)
Items that will not be subsequently reclassified to the consolidated statement of operations (net of tax):
Remeasurement loss on severance plan		(24	)		(77	)
Other comprehensive income/(loss) for the year, net of tax		39,816			(47,422	)
Total comprehensive (loss)/income for the year, net of tax		(3,275,807	)		1,423,189
Total comprehensive (loss)/income attributable to:
Equity holders of the parent		(3,293,687	)		1,421,809
Non-controlling interests		17,880			1,380
		(3,275,807	)		1,423,189

Unaudited condensed consolidated statement of financial position
(in $ thousands)
	December 31, 2020 ^(1)			December 31, 2021
Non-current assets
Other receivables		58,081			31,225
Deferred tax assets		13,556			13,334
Intangible assets		1,279,328			1,359,657
Property, plant and equipment		89,082			97,063
Right-of-use assets		179,227			195,549
Investments		8,278			17,937
Investments in associates		2,319			69
Total non-current assets		1,629,871			1,714,834
Current assets
Inventories		145,309			255,664
Trade and other receivables		209,946			374,706
Current tax assets		2,082			10,201
Short-term investments		-			99,971
Derivative financial assets		30,242			8,010
Cash and cash equivalents		1,573,421			1,363,128
Total current assets		1,961,000			2,111,680
Total assets		3,590,871			3,826,514
Liabilities and (deficit)/equity
Non-current liabilities
Provisions		129,113			60,545
Deferred tax liabilities		182,463			156,025
Lease liabilities		165,275			180,915
Employee benefit obligations		26,116			12,948
Derivative financial liabilities		2,996,220			872,428
Borrowings ^(1)		617,789			515,804
Put and call option liabilities		348,937			836,609
Other financial liabilities		4,853			13,367
Total non-current liabilities		4,470,766			2,648,641
Current liabilities
Trade and other payables		666,144			806,406
Provisions		27,146			14,585
Current tax liability		3,098			5,189
Lease liabilities		26,128			33,594
Employee benefit obligations		38,286			8,296
Derivative financial liabilities		17,427			21,118
Put and call option liabilities		-			8,321
Other financial liabilities		518			9,748
Total current liabilities		778,747			907,257
Total liabilities		5,249,513			3,555,898
(Deficit)/equity
Share capital		14,168			15,231
Share premium		927,931			1,641,674
Merger reserve		783,529			783,529
Foreign exchange reserve		(7,271	)		(24,544	)
Other reserves		447,753			39,708
Accumulated losses ^(1)		(3,993,308	)		(2,366,990	)
(Deficit)/equity attributable to owners of the parent		(1,827,198	)		88,608
Non-controlling interests		168,556			182,008
Total (deficit)/equity		(1,658,642	)		270,616
Total (deficit)/equity and liabilities		3,590,871			3,826,514

Unaudited condensed consolidated statement of cash flows
for the year ended December 31
(in $ thousands)
	2020			2021
Cash flows from operating activities
Operating loss		(619,815	)		(476,236	)
Adjustments to reconcile operating loss to net cash inflow/(outflow) from operating activities:
Depreciation		39,366			49,564
Amortization		177,857			201,634
Non-cash employee benefits expense		168,347			219,932
Impairment losses on tangible assets		2,991			-
Impairment losses on intangible assets		36,269			11,779
Impairment of investments		235			134
Change in working capital
Increase in receivables		(15,833	)		(164,656	)
Increase in inventories		(16,471	)		(104,838	)
Increase in payables		280,454			115,025
Change in other assets and liabilities
(Increase)/decrease in non-current receivables		(1,453	)		13,551
Increase/(decrease) in other liabilities		59,640			(44,227	)
Increase/(decrease) in provisions		85,001			(68,128	)
(Decrease)/increase in derivative financial instruments		(15,052	)		5,663
Income taxes paid		(65,221	)		(41,351	)
Net cash inflow/(outflow) from operating activities		116,315			(282,154	)
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired		(12,016	)		(27,295	)
Payments for property, plant and equipment		(26,839	)		(28,854	)
Payments for intangible assets		(94,105	)		(167,707	)
Payments for investments		(2,872	)		(9,794	)
Investment in short-term investments		-			(100,000	)
Interest received		3,131			2,994
Dividends received from associate		60			-
Net cash outflow from investing activities		(132,641	)		(330,656	)
Cash flows from financing activities
Repayment of the principal elements of lease payments		(19,051	)		(26,251	)
Interest paid and fees paid on loans		(54,154	)		(32,791	)
Transaction costs paid relating to capital contribution from non-controlling interest		-			(25,000	)
Dividends paid to holders of non-controlling interests		(20,515	)		(23,016	)
Acquisition of non-controlling interests		-			(18,514	)
Settlement of equity-based awards		-			(6,119	)
Proceeds from issue of shares, net of issue costs		50,000			-
Proceeds from exercise of employee share-based awards		62,899			36,833
Proceeds from borrowings, net of issue costs		1,241,861			-
Capital contribution from non-controlling interest		-			500,000
Net cash inflow from financing activities		1,261,040			405,142
Net increase/(decrease) in cash and cash equivalents		1,244,714			(207,668	)
Cash and cash equivalents at the beginning of the period		322,429			1,573,421
Effects of exchange rate changes on cash and cash equivalents		6,278			(2,625	)
Cash and cash equivalents at end of period		1,573,421			1,363,128

Unaudited condensed consolidated statement of changes in (deficit)/equity
(in $ thousands)
	Share capital		Share premium		Merger reserve		Foreign exchange reserve			Other reserves			Accumulated losses			Equity/ (deficit) attributable to owners of the parent			Non- controlling interests			Total equity/ (deficit)
Balance at December 31, 2019		13,584		878,007		783,529		(30,842	)		349,463			(826,135	)		1,167,606			170,226			1,337,832
Changes in equity/(deficit)
(Loss)/profit after tax for the period		-		-		-		-			-			(3,333,171	)		(3,333,171	)		17,548			(3,315,623	)
Other comprehensive income		-		-		-		23,571			15,913			-			39,484			332			39,816
Total comprehensive income/(loss) for the period, net of tax		-		-		-		23,571			15,913			(3,333,171	)		(3,293,687	)		17,880			(3,275,807	)
Gain on cashflow hedge transferred to inventory		-		-		-		-			(1,213	)		-			(1,213	)		-			(1,213	)
Issue of share capital, net of transaction costs		584		49,924		-		-			4,808			-			55,316			-			55,316
Share-based payment – equity settled		-		-		-		-			52,690			165,998			218,688			-			218,688
Share-based payment – reverse vesting shares	-		-			-	-				26,092		-				26,092			-			26,092
Acquisition of non-controlling interest	-		-		-		-			-			-				-			965			965
Dividends paid to non-controlling interests		-		-		-		-			-		-				-			(20,515	)		(20,515	)
Balance at December 31, 2020 ^(1)		14,168		927,931		783,529		(7,271	)		447,753			(3,993,308	)		(1,827,198	)		168,556			(1,658,642	)
Balance at December 31, 2020 (as previously reported)		14,168		927,931		783,529		(7,271	)		447,753			(4,010,756	)		(1,844,646	)		168,556			(1,676,090	)
Correction of misstatement ^(1)		-		-		-		-			-			17,448			17,448			-			17,448
Revised balance at December 31, 2020		14,168		927,931		783,529		(7,271	)		447,753			(3,993,308	)		(1,827,198	)		168,556			(1,658,642	)
Changes in equity/(deficit)
Profit after tax for the period		-		-		-		-			-			1,466,487			1,466,487			4,124			1,470,611
Other comprehensive loss		-		-		-		(17,273	)		(27,405	)		-			(44,678	)		(2,744	)		(47,422	)
Total comprehensive (loss)/income for the period, net of tax		-		-		-		(17,273	)		(27,405	)		1,466,487			1,421,809			1,380			1,423,189
Loss on cashflow hedge transferred to inventory	-		-		-		-				2,066		-				2,066			-			2,066
Issue of share capital, net of transaction costs		333	-		-		-			-			-				333			-			333
Early conversion of convertible loan notes		653		630,976		-		-			-			-			631,629			-			631,629
Share-based payment – equity settled	-		-		-		-				61,282			159,831			221,113			-			221,113
Share-based payment – reverse vesting shares		51		54,626	-		-				(24,486	)	-				30,191			-			30,191
Acquisition of non-controlling interest	-		-		-		-				(11,613	)	-				(11,613	)		(6,901	)		(18,514	)
Dividends paid to non-controlling interests	-		-		-		-				-		-				-			(23,016	)		(23,016	)
Non-controlling interest arising on purchase of asset		20		23,767	-		-				-		-				23,787			50,453			74,240
Share issued on purchase of subsidiary		6		4,374		-		-			-			-			4,380			-			4,380
Step acquisition	-		-		-		-				-		-				-			2,434			2,434
Non-controlling interest put option	-		-		-		-				(150,070	)	-				(150,070	)		-			(150,070	)
Farfetch China Holdings Ltd put call option	-		-		-		-				(744,163	)	-				(744,163	)		-			(744,163	)
Capital contribution from non-controlling interests, net of transaction costs	-		-		-		-				488,863		-				488,863			(13,875	)		474,988
Other	-		-		-		-				(2,519	)		-			(2,519	)		2,977			458
Balance at December 31, 2021		15,231		1,641,674		783,529		(24,544	)		39,708			(2,366,990	)		88,608			182,008			270,616

Supplemental Metrics ^(1) ^(2)	2020
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter ^(2)			Full Year ^(2)
	(in thousands, except per share data or otherwise stated)
Consolidated Group:
Gross Merchandise Value (“GMV”)	$	610,874		$	721,310		$	797,840		$	1,056,990		$	3,187,014
Revenue		331,437			364,680			437,700			540,105			1,673,922
Adjusted Revenue		301,152			307,877			386,778			464,887			1,460,694
In-Store Revenue		8,516			3,926			11,416			13,666			37,524
Gross profit		153,376			159,375			209,029			249,148			770,928
Gross profit margin	46.3%			43.7%			47.8%			46.1%			46.1%
Demand generation expense	$	(37,966	)	$	(47,378	)	$	(46,185	)	$	(67,258	)	$	(198,787	)
Technology expense		(26,307	)		(29,284	)		(29,809	)		(29,827	)		(115,227	)
Share-based payments		(26,760	)		(61,915	)		(81,840	)		(121,118	)		(291,633	)
Depreciation and amortization		(51,323	)		(51,758	)		(54,007	)		(60,135	)		(217,223	)
General and administrative		(111,422	)		(107,888	)		(143,349	)		(141,687	)		(504,346	)
Other items		(5,025	)		(1,302	)		(860	)		(17,080	)		(24,267	)
Impairment losses on tangible assets		(2,292	)		-			-			(699	)		(2,991	)
Impairment losses on intangible assets		-			-			-			(36,269	)		(36,269	)
Gains / (losses) on items held at fair value and remeasurements		65,434			(278,622	)		(373,079	)		(2,057,306	)		(2,643,573	)
Loss after tax ^(2)		(79,177	)		(435,899	)		(536,960	)		(2,263,587	)		(3,315,623	)
Adjusted EBITDA		(22,319	)		(25,175	)		(10,314	)		10,376			(47,432	)
Adjusted EBITDA Margin	(7.4)%			(8.2)%			(2.7)%			2.2%			(3.2)%
Basic (loss)/earnings per share (“EPS”) ^(2)	$	(0.24	)	$	(1.29	)	$	(1.58	)	$	(6.47	)	$	(9.69	)
Diluted EPS		(0.24	)		(1.29	)		(1.58	)		(6.47	)		(9.69	)
Adjusted EPS ^(2)		(0.24	)		(0.20	)		(0.17	)		(0.00	)		(0.60	)
Digital Platform:
Digital Platform GMV	$	494,899		$	651,036		$	674,097		$	939,444		$	2,759,476
Digital Platform Services Revenue		185,177			237,603			263,035			347,341			1,033,156
Digital Platform Fulfilment Revenue		30,285			56,803			50,922			75,218			213,228
Digital Platform Gross Profit		97,207			130,579			143,318			189,102			560,206
Digital Platform Gross Profit Margin	52.5%			55.0%			54.5%			54.4%			54.2%
Digital Platform Order Contribution	$	59,241		$	83,201		$	97,133		$	121,844		$	361,419
Digital Platform Order Contribution Margin	32.0%			35.0%			36.9%			35.1%			35.0%
Active Consumers (in thousands)		2,149			2,524			2,742			3,024			3,024
AOV - Marketplace	$	571		$	493		$	574		$	626		$	568
AOV - Stadium Goods		314			304			340			308			316
Brand Platform:
Brand Platform GMV	$	107,459		$	66,348		$	112,327		$	103,880		$	390,014
Brand Platform Revenue		107,459			66,348			112,327			103,880			390,014
Brand Platform Gross Profit		52,480			27,729			58,738			51,857			190,804
Brand Platform Gross Profit Margin	48.8%			41.8%			52.3%			49.9%			48.9%

Supplemental Metrics ^(1)	2021
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Consolidated Group:
Gross Merchandise Value (“GMV”)	$	915,604		$	1,007,811		$	1,017,314		$	1,289,145		$	4,229,874
Revenue		485,079			523,313			582,565			665,651			2,256,608
Adjusted Revenue		408,851			439,488			504,670			571,095			1,924,104
In-Store Revenue		10,675			17,635			20,163			22,448			70,921
In-Store GMV		13,275			21,739			23,553			25,814			84,381
Gross profit		220,869			230,082			252,180			313,380			1,016,511
Gross profit margin	45.5%			44.0%			43.3%			47.1%			45.0%
Demand generation expense	$	(61,867	)	$	(65,888	)	$	(74,090	)	$	(89,976	)	$	(291,821	)
Technology expense		(33,532	)		(34,545	)		(32,585	)		(30,746	)		(131,408	)
Share-based payments		(40,516	)		(60,173	)		(46,134	)		(49,344	)		(196,167	)
Depreciation and amortization		(53,992	)		(62,720	)		(64,807	)		(69,679	)		(251,198	)
General and administrative		(144,666	)		(150,229	)		(140,195	)		(156,554	)		(591,644	)
Other items		(4,721	)		(6,828	)		(104	)		(7,077	)		(18,730	)
Impairment losses on tangible assets		-			-			-			-			-
Impairment losses on intangible assets		-			-			-			(11,779	)		(11,779	)
Gains on items held at fair value and remeasurements		659,870			245,738			901,173			216,962			2,023,743
Profit after tax		516,667			87,925			769,129			96,890			1,470,611
Adjusted EBITDA		(19,196	)		(20,579	)		5,310			36,104			1,638
Adjusted EBITDA Margin	(4.7)%			(4.7)%			1.1%			6.3%			0.1%
Basic earnings/(loss) per share ("EPS")	$	1.44		$	0.24		$	2.09		$	0.27		$	4.02
Diluted EPS		(0.28	)		(0.31	)		(0.25	)		(0.23	)		(1.07	)
Adjusted EPS		(0.22	)		(0.17	)		(0.14	)		(0.03	)		(0.55	)
Digital Platform:
Digital Platform GMV	$	790,014		$	913,350		$	828,471		$	1,146,153		$	3,677,988
Digital Platform Services Revenue		285,861			349,131			319,217			431,469			1,385,678
Digital Platform Fulfilment Revenue		76,228			83,825			77,895			94,556			332,504
Digital Platform Gross Profit		156,333			184,999			159,036			229,885			730,253
Digital Platform Gross Profit Margin	54.7%			53.0%			49.8%			53.3%			52.7%
Digital Platform Order Contribution	$	94,466		$	119,111		$	84,946		$	139,909		$	438,432
Digital Platform Order Contribution Margin	33.0%			34.1%			26.6%			32.4%			31.6%
Active Consumers (in thousands)		3,272			3,394			3,593			3,687			3,687
AOV - Marketplace	$	618		$	599		$	593		$	635		$	612
AOV - Stadium Goods		326			335			294			288			308
Brand Platform:
Brand Platform GMV	$	112,315		$	72,722		$	165,290		$	117,178		$	467,505
Brand Platform Revenue		112,315			72,722			165,290			117,178			467,505
Brand Platform Gross Profit		57,735			34,252			80,272			69,257			241,516
Brand Platform Gross Profit Margin	51.4%			47.1%			48.6%			59.1%			51.7%

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 expectations in relation to New Guards’ strategic partnership with Authentic Brands Group, the anticipated launch of our beauty offering, expectations regarding our pre-owned platform capabilities, the continued impact of Brexit, the ongoing impact of COVID-19, future financial or operating performance, actions we are taking in relation to Apple’s iOS privacy measures, planned activities and objectives, anticipated growth resulting therefrom, strategic initiatives, our growth and expected performance for full year 2022, statements regarding our profitability, as well as statements that include the words “expect,” “intend,” “plan,” “aim,” “enable,” “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; the effect of the COVID-19 global pandemic on our business and results of operations; 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 luxury sellers for the supply of products on our Marketplace; our reliance on luxury sellers 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; New Guards’ dependence on its production, inventory management and fulfilment processes and systems; the operation of retail stores subjects us to numerous risks, some of which are beyond our control; our ability to acquire or retain consumers and to promote and sustain the Farfetch brand; our reliance on highly complex software, which may contain undetected errors; 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 reliance on information technologies and our ability to adapt to technological developments; our reliance on third-party providers to host certain websites and applications; our ability to successfully utilize our data; our ability to manage our growth effectively; the increased focus on social, environmental and sustainability matters could increase our costs, harm our reputation and adversely affect our financial results, and our ability to implement our environmental, sustainability, responsible sourcing, social and inclusion and diversity goals; 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”) for the fiscal year ended December 31, 2020, as such factors may be updated from time to time in our other filings with the SEC, including our Annual Report on Form 20-F for the fiscal year ended December 31, 2021, to be filed with the SEC (the “2021 20-F”), accessible on the SEC’s website at www.sec.gov and on our website at http://farfetchinvestors.com. 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.

NOTES AND DISCLOSURES

Revisions to Previously Reported Financial Information

We have revised previously reported finance cost, loss after tax, loss per share, and non-current borrowings for both the fourth quarter and annual periods ended December 31, 2020. The revision had no impact on the Company’s results for previously reported fourth quarter 2020 or the current quarter. Refer to our Form 6-K furnished with the SEC on May 13, 2021, and Note 3, Significant accounting policies, within our Consolidated financial statements included in our 2021 20-F to be filed with the SEC, for further information.

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 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. See the “Definitions” section below for a further explanation of these terms.

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 benefit/(expense) or the amounts necessary to pay our taxes;
• although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for such replacements; and
• other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Due to these limitations, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Revenue should not be considered as measures of discretionary cash available to us to invest in the growth of our business and are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS. In addition, the Non-IFRS 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 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 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”) issued by the IASB. 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 the historical non-IFRS measures presented in this press release to their most directly comparable IFRS measures are included in the accompanying tables.

The following tables reconcile Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS financial performance measure, which are profit/(loss) after tax and profit/(loss) after tax margin, respectively:

(in $ thousands, except as otherwise noted)
	2020
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter ^(1)			Full Year ^(1)
Loss after tax ^(1)	$	(79,177	)	$	(435,899	)	$	(536,960	)	$	(2,263,587	)	$	(3,315,623	)
Net finance expense ^(1)		34,355			20,751			14,363			(2,874	)		66,595
Income tax benefit / (expense)		2,506			(4,118	)		2,882			(15,704	)		(14,434	)
Depreciation and amortization		51,323			51,758			54,007			60,135			217,223
Share-based payments ^(2)		26,760			61,915			81,840			121,118			291,633
(Gains)/losses on items held at fair value and remeasurements ^(3)		(65,434	)		278,622			373,079			2,057,306			2,643,573
Other items ^(4)		5,025			1,302			860			17,080			24,267
Impairment losses on tangible assets		2,292			-			-			699			2,991
Impairment losses on intangible assets		-			-			-			36,269			36,269
Share of results of associates		31			494			(385	)		(66	)		74
Adjusted EBITDA	$	(22,319	)	$	(25,175	)	$	(10,314	)	$	10,376		$	(47,432	)
Revenue	$	331,437		$	364,680		$	437,700		$	540,105		$	1,673,922
Loss after tax margin ^(1)	(23.9)%			(119.5)%			(122.7)%			(419.1)%			(198.1)%
Adjusted Revenue	$	301,152		$	307,877		$	386,778		$	464,887		$	1,460,694
Adjusted EBITDA Margin	(7.4)%			(8.2)%			(2.7)%			2.2%			(3.2)%

(in $ thousands, except as otherwise noted)
	2021
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Profit after tax	$	516,667		$	87,925		$	769,129		$	96,890		$	1,470,611
Net finance expense		24,660			10,726			21,901			16,555			73,842
Income tax benefit / (expense)		49			(3,195	)		4,427			1,721			3,002
Depreciation and amortization		53,992			62,720			64,807			69,679			251,198
Share-based payments ^(2)		40,516			60,173			46,134			49,344			196,167
Gains on items held at fair value and remeasurements ^(3)		(659,870	)		(245,738	)		(901,173	)		(216,962	)		(2,023,743	)
Other items ^(4)		4,721			6,828			104			7,077			18,730
Impairment losses on tangible assets		-			-			-			-			-
Impairment losses on intangible assets		-			-			-			11,779			11,779
Share of results of associates		69			(18	)		(19	)		20			52
Adjusted EBITDA	$	(19,196	)	$	(20,579	)	$	5,310		$	36,103		$	1,638
Revenue	$	485,079		$	523,313		$	582,565		$	665,651		$	2,256,608
Profit after tax margin	106.5%			16.8%			132.0%			14.6%			65.2%
Adjusted Revenue	$	408,851		$	439,488		$	504,670		$	571,095		$	1,924,104
Adjusted EBITDA Margin	(4.7)%			(4.7)%			1.1%			6.3%			0.1%

1. Refer to “Revisions to Previously Reported Financial Information” in Notes and Disclosures on page 21.
2. Represents share-based payment expense.
3. Represents (gains)/losses on items held at fair value and remeasurements. See “gains/(losses) on items held at fair value and remeasurements” on page 27 for a breakdown of these items.
4. Represents other items, which are outside the normal scope of our ordinary activities. See “other items” on page 28 for a breakdown of these expenses. “Other items” is included within selling, general and administrative expenses.

The following tables reconcile Adjusted Revenue to the most directly comparable IFRS financial performance measure, which is revenue:

(in $ thousands, except as otherwise noted)
	2020
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Revenue	$	331,437		$	364,680		$	437,700		$	540,105		$	1,673,922
Less: Digital Platform Fulfilment Revenue		(30,285	)		(56,803	)		(50,922	)		(75,218	)		(213,228	)
Adjusted Revenue	$	301,152		$	307,877		$	386,778		$	464,887		$	1,460,694

(in $ thousands, except as otherwise noted)
	2021
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Revenue	$	485,079		$	523,313		$	582,565		$	665,651		$	2,256,608
Less: Digital Platform Fulfilment Revenue		(76,228	)		(83,825	)		(77,895	)		(94,556	)		(332,504	)
Adjusted Revenue	$	408,851		$	439,488		$	504,670		$	571,095		$	1,924,104

The following tables reconcile Digital Platform Order Contribution and Digital Platform Order Contribution Margin to the most directly comparable IFRS financial performance measure, which are Digital Platform Gross Profit and Digital Platform Gross Profit Margin, respectively:

(in $ thousands, except as otherwise noted)
	2020
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Digital Platform Gross Profit	$	97,207		$	130,579		$	143,318		$	189,102		$	560,206
Less: Demand generation expense		(37,966	)		(47,378	)		(46,185	)		(67,258	)		(198,787	)
Digital Platform Order Contribution	$	59,241		$	83,201		$	97,133		$	121,844		$	361,419
Digital Platform Services Revenue	$	185,177		$	237,603		$	263,035		$	347,341		$	1,033,156
Digital Platform Gross Profit Margin	52.5%			55.0%			54.5%			54.4%			54.2%
Digital Platform Order Contribution Margin	32.0%			35.0%			36.9%			35.1%			35.0%

(in $ thousands, except as otherwise noted)
	2021
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Digital Platform Gross Profit	$	156,333		$	184,999		$	159,036		$	229,885		$	730,253
Less: Demand generation expense		(61,867	)		(65,888	)		(74,090	)		(89,976	)		(291,821	)
Digital Platform Order Contribution	$	94,466		$	119,111		$	84,946		$	139,909		$	438,432
Digital Platform Services Revenue	$	285,861		$	349,131		$	319,217		$	431,469		$	1,385,678
Digital Platform Gross Profit Margin	54.7%			53.0%			49.8%			53.3%			52.7%
Digital Platform Order Contribution Margin	33.0%			34.1%			26.6%			32.4%			31.6%

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

(per share amounts)
	2020
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter ^(1)			Full Year ^(1)
(Loss)/earnings per share ^(1)	$	(0.24	)	$	(1.29	)	$	(1.58	)	$	(6.47	)	$	(9.69	)
Share-based payments ^(2)		0.08			0.18			0.24			0.35			0.85
Amortization of acquired intangible assets		0.09			0.09			0.09			0.09			0.36
(Gains)/losses on items held at fair value and remeasurements ^(3)		(0.19	)		0.82			1.08			5.88			7.69
Other items ^(4)		0.01			0.00			0.00			0.05			0.07
Impairment losses on tangible assets		0.01			-			-			-			0.01
Impairment losses on intangible assets		-			-			-			0.10			0.11
Share of results of associates		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Adjusted (Loss)/earnings per share	$	(0.24	)	$	(0.20	)	$	(0.17	)	$	(0.00	)	$	(0.60	)

(per share amounts)
	2021
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Earnings per share	$	1.44		$	0.24		$	2.09		$	0.27		$	4.02
Share-based payments ^(2)		0.11			0.17			0.13			0.13			0.54
Amortization of acquired intangible assets		0.08			0.09			0.10			0.09			0.36
Gains on items held at fair value and remeasurements ^(3)		(1.86	)		(0.69	)		(2.46	)		(0.57	)		(5.55	)
Other items ^(4)		0.01			0.02			0.00			0.02			0.05
Impairment losses on tangible assets		-			-			-			-			-
Impairment losses on intangible assets		0.00			0.00			0.00			0.03			0.03
Share of results of associates		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Adjusted (Loss)/earnings per share	$	(0.22	)	$	(0.17	)	$	(0.14	)	$	(0.03	)	$	(0.55	)

1. Refer to “Revisions to Previously Reported Financial Information” in Notes and Disclosures on page 21.
2. Represents share-based payment expense on a per share basis.
3. Represents (gains)/losses on items held at fair value and remeasurements on a per share basis. See “gains/(losses) on items held at fair value and remeasurements” on page 27 for a breakdown of these items.
4. Represents other items on a per share basis, which are outside the normal scope of our ordinary activities. See “other items” on page 28 for a breakdown of these expenses. “Other items” is included within selling, general and administrative expenses.

The following tables represent gains/(losses) on items held at fair value and remeasurements:

(in $ thousands, except as otherwise noted)
	2020
	First Quarter		Second Quarter			Third Quarter			Fourth Quarter			Full Year
Fair value remeasurements:
$250 million 5.00% Notes due 2025 embedded derivative	$	44,014	$	(135,093	)	$	(138,171	)	$	(749,004	)	$	(978,254	)
$400 million 3.75% Notes due 2027 embedded derivative		-		(77,758	)		(157,108	)		(869,078	)		(1,103,944	)
$600 million 0.00% Notes due 2030 embedded derivative		-		-			-			(272,522	)		(272,522	)
Present value remeasurements:
Chalhoub put option		21,420		(65,771	)		(77,800	)		(165,776	)		(287,927	)
CuriosityChina call option		-		-			-			(926	)		(926	)
Gains / (losses) on items held at fair value and remeasurements	$	65,434	$	(278,622	)	$	(373,079	)	$	(2,057,306	)	$	(2,643,573	)
Farfetch share price (end of day)	$	7.90	$	17.27		$	25.16		$	63.81		$	63.81

(in $ thousands, except as otherwise noted)
	2021
	First Quarter		Second Quarter		Third Quarter			Fourth Quarter			Full Year
Fair value remeasurements:
$250 million 5.00% Notes due 2025 embedded derivative	$	214,345	$	88,393	$	159,377		$	22,414		$	484,529
$400 million 3.75% Notes due 2027 embedded derivative		256,438		69,047		307,059			92,146			724,690
$600 million 0.00% Notes due 2030 embedded derivative		159,607		49,434		177,188			43,389			429,618
FV remeasurement of previously held equity interest		784		-		-			-			784
												-
Present value remeasurements:												-
Chalhoub put option		28,696		38,864		81,272			7,240			156,072
CuriosityChina call option		-		-		-			-			-
Palm Angels put call option and earn-out		-		-		(4,153	)		(10,037	)		(14,190	)
Alibaba and Richemont put option		-		-		184,985			61,120			246,105
Alanui put option		-		-		(4,555	)		690			(3,865	)
Gains on items held at fair value and remeasurements	$	659,870	$	245,738	$	901,173		$	216,962		$	2,023,743
Farfetch share price (end of day)	$	53.02	$	50.36	$	37.48		$	33.43		$	33.43

The following tables represent other items:

(in $ thousands, except as otherwise noted)
	2020
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Transaction-related legal and advisory expenses	$	(4,925	)	$	(1,799	)	$	(860	)	$	(17,014	)	$	(24,598	)
Loss on impairment of investments carried at fair value		(100	)		(69	)		-			(66	)		(235	)
Other		-			566			-			-			566
Other items	$	(5,025	)	$	(1,302	)	$	(860	)	$	(17,080	)	$	(24,267	)

(in $ thousands, except as otherwise noted)
	2021
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
Transaction-related legal and advisory expenses	$	(4,654	)	$	(6,828	)	$	(71	)	$	(7,043	)	$	(18,596	)
Loss on impairment of investments carried at fair value		(67	)		-			(33	)		(34	)		(134	)
Other		-			-			-			-			-
Other items	$	(4,721	)	$	(6,828	)	$	(104	)	$	(7,077	)	$	(18,730	)

Definitions

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 or on third party websites or platforms on which we operate. A consumer is deemed to be active if they made a purchase within the last twelve-month period, irrespective of cancellations or returns. Active Consumers includes the Farfetch Marketplace, BrownsFashion.com, Stadium Goods, and the New Guards-owned sites operated by Farfetch Platform Solutions plus third-party websites or platforms on which we operate, including Amazon.com and Tmall Luxury Pavilion. Due to limitations in the data we are provided by certain third-party websites or platforms on which we operate, a limited number of consumers who transact on such websites or platforms and on our directly owned and operated sites and related apps, may be duplicated in the number of Active Consumers we report. The number of Active Consumers is an indicator of our ability to attract and retain our consumer base to our platform and of our ability to convert platform visits into sale orders.

“Adjusted EBITDA” means net income/(loss) after taxes before net finance expense/(income), income tax expense/(benefit) and depreciation and amortization, further adjusted for share based compensation expense, share of results of associates and items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets). 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 other companies.

“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, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) 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 operations less revenue from New Guards’: (i) owned e-commerce websites, (ii) direct to consumer channel via our 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 centrally Farfetch-funded 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 U.S. Securities and Exchange Commission (“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. We provide fulfilment services to Marketplace consumers and receive revenue from the provision of these services, which is primarily a pass-through cost with no economic benefit to us. Therefore, we calculate our Digital Platform Gross Profit Margin, including Digital Platform third-party and first-party gross profit margin, excluding Digital Platform Fulfilment Revenue.

“Digital Platform 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” 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 Revenue less Digital Platform Fulfilment Revenue, In-Store Revenue and Brand Platform Revenue. Digital Platform Services Revenue is driven by our Digital Platform GMV, including commissions from third-party sales and revenue from first-party sales. Digital Platform Services Revenue was also referred to as Adjusted Platform Revenue or Platform Services Revenue in previous filings with the SEC.

“Digital Platform Services third-party revenues” represent commissions and other income generated from the provision of services to sellers in their transactions with consumers conducted on our technology platforms, as well as fees for services provided to brands and retailers.

“Digital Platform Services first-party revenues” represents sales of owned-product, including first-party original through our digital platform. The revenue realized from first-party sales is equal to the GMV of such sales because we act as principal in these transactions and, therefore, related sales are not commission based. Digital Platform Services first-party revenues represent sales net of promotional incentives, such as free shipping and promotional codes, where these incentives are not designated as Farfetch-funded.

“Digital Platform Services third-party cost of revenues” and “Digital Platform Services first-party cost of revenues" include packaging costs, credit card fees, and incremental shipping costs provided in relation to the provision of these services. Digital Platform Services first-party cost of revenues also includes the cost of goods sold of the owned products.

“First-Party Original” refers to brands developed by New Guards and sold direct to consumers on the digital platform.

“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. First-party GMV is also net of promotions. 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’ directly operated stores. Revenue realized from In-Store sales for Browns and New Guards’ directly operated stores is equal to GMV of such sales because such sales are not commission based. Revenue realized from In-store sales for Stadium Goods does not equal GMV of such sales as a certain portion of those sales are third-party and are commission based.

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

“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 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 and territories with items from more than 50 countries and over 1,400 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 global platform. Farfetch’s additional businesses include Browns and Stadium Goods, which offer luxury products to consumers, and New Guards Group, a platform for the development of global fashion brands. Farfetch offers its broad range of consumer-facing channels and enterprise level solutions to the luxury industry under its Luxury New Retail initiative. The Luxury New Retail initiative also encompasses Farfetch Platform Solutions, which services enterprise clients with e-commerce and technology capabilities, and Future Retail, which develops innovations such as our Connected Retail solutions.

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