Mail Stop 3561
July 27,
2018
Jos Neves
Chief Executive Officer
Farfetch Limited
The Bower
211 Old Street
London EC1V 9NR, UK
Re: Farfetch Limited
Amendment No. 1 to Draft Registration Statement on Form
F-1
Submitted July 11, 2018
CIK No. 0001740915
Dear Mr. Neves:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Growth and Quality of our Luxury Supply, page 70
1. We note your response to comment 8 and your explanation
concerning the difference
between retailers and brands. In the appropriate place in your
disclosure, please provide
a brief discussion of the difference between retailers and
brands, as you provided in your
response.
Cost of Consumer Acquisition and Engagement, page 72
2. We note your response to comment 10 and your revised disclosure.
Please augment your
disclosure to provide additional narrative guidance on how
readers should interpret
Jos Neves
Farfetch Limited
July 27, 2018
Page 2
LTV/CAC ratios metrics by providing the amounts that are used to
calculate the
disclosed ratios. Also, as previously requested, please explain how
readers should
interpret these metrics by disclosing the conclusions you are drawing
from these results.
3. We note your response to comment 13 and your explanation of terms of the
commissions
you generate on sales; especially, the term "blended commissions." In
the appropriate
place in your disclosure, please provide a brief discussion of the terms
of your
commissions as you did in your written response.
Demand Generation Expense, page 80
4. We note your response to comment 15 and your explanation in your
response on how you
achieved additional efficiencies. In an appropriate place in your
disclosure, please
elaborate on how you achieved additional efficiencies as you did in your
response.
Applications, page 94
5. We note your response to comment 17 and your explanation of the status
of Farfetch
Black & White Solutions and how it has been monetized. In an appropriate
place in your
disclosures, please provide additional details on the status of these
services and how it
has been monetized as you did in your response.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Products, page 101
6. We note your explanation of how your app's contribution to your GMV has
increased
from 13% to 27% in response to comment 18. Please further explain in
your discussion
if and how increased use of the app by consumers causes increased total
GMV. Please
ensure your revised discussion addresses the causal relationship between
app users and
GMV.
Consolidated Financial Statements
7. We note your response to comment 21. If you continue to believe that the
audited balance
sheet and related footnotes of the registrant are not required under
Rule 3-01(a) of
Regulation S-X, please disclose within the footnotes to the
predecessor's financial
statements the reason that the registrant's financial statements have
been excluded. In
doing so, please clearly disclose, if true, that Farfetch Limited has no
operations, nominal
assets and liabilities, and no contingencies prior to the Reorganization
Transactions.
Contingent liabilities and commitments should be described in sufficient
detail.
Jos Neves
Farfetch Limited
July 27, 2018
Page 3
Notes to the consolidated financial statements
Note 2.3. Summary of significant accounting policies
e) Revenue recognition, page F-12
8. We note your response to comment 22 along with your disclosures here and
in Note
4. We have the following comments:
We note your disclosure on page F-21 that you have two
performance obligations
for platform services. You disclose that the first performance
obligation is
facilitating the transaction between sellers and consumers.
Please describe us,
and revise to clarify, the nature of the second performance
obligation.
We note your statement on page F-12 that non-delivery services
are not
considered to be distinct. Please tell us, and revise to
clarify, if the non-delivery
services are not distinct from each other or if the non-delivery
services are not
distinct from the commission amount.
We note that you accept returns of goods. Please further explain
to us your role in
accepting returns and how you have considered such terms in your
conclusion that
you act as a commercial intermediary between sellers and end
consumers.
Reference B37(b) if IFRS 15.
Please contact Lisa Sellars, Staff Accountant, at (202) 551-3348 or
James Allegretto,
Senior Assistant Chief Accountant, at (202) 551-3849 if you have questions
regarding comments
on the financial statements and related matters. Please contact Scott Anderegg,
Attorney Adviser,
at (202) 551-3342, or me at (202) 551-3720 if you have questions regarding the
comments.
Sincerely,
James Allegretto
for
Mara L. Ransom
Assistant
Director
Office of
Consumer Products