UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-40986
Cian PLC
(Translation of registrant’s name into
English)
64 Agiou Georgiou Makri
Anna Maria Lena Court, Flat 201
Larnaca, 6037
Cyprus
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
On November 21, 2023, Cian PLC issued press announcing the third
quarter and nine months 2023 financial results. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report
on Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Cian PLC |
| |
|
|
| Date: November 21, 2023 |
By: |
/s/ Dmitriy Grigoriev |
| |
|
Dmitriy Grigoriev |
| |
|
Chief Executive Officer |
Exhibit
99.1
Cian
PLC Announces Third Quarter and Nine Months 2023 Financial Results
Larnaca, Cyprus,
November 21, 2023 – Cian PLC (MOEX: CIAN) (“Cian”, the “Group” or the “Company”),
a leading online real estate classifieds platform in Russia, today announced its financial results for the third quarter and nine months
ended September 30, 2023.
Third Quarter
2023 Key Financial and Operational Highlights1
| · | Revenue increased by 44% Y-o-Y to RUB 3,238 million
($33.2 million). |
| · | Profit for the period amounted to RUB 812 million
($8.3 million). |
| · | Adjusted EBITDA2
increased by 98% Y-o-Y and reached RUB 1,086 million ($11.1 million). |
| · | Adjusted EBITDA Margin2 increased
by 9.0 pp Y-o-Y to 33.5%. |
| · | Core Business revenue increased by 40% Y-o-Y
to RUB 3,036 million ($31.2 million). |
Nine Months 2023
Key Financial and Operational Highlights1
| · | Revenue increased by 41% Y-o-Y to RUB 8,301 million
($85.2 million). |
| · | Profit for the period amounted to RUB 1,427 million
($14.6 million). |
| · | Adjusted EBITDA2 increased by 87%
Y-o-Y and reached RUB 2,029 million ($20.8 million). |
| · | Adjusted EBITDA Margin2 increased
by 5.9 pp and amounted to 24.4%. |
| · | Core Business revenue increased by 41% Y-o-Y
to RUB 7,894 million ($81 million). |
Dmitriy Grigoriev, Chief Executive Officer of
Cian PLC, commented: “Our company demonstrated solid performance of its Core Business and transactional services even in the challenging
macroeconomic environment. Cian maintains its focus on the growth supported by robust profitability. Q3 results proved once again that
our business can be characterized as counter-cyclical: while content generally decreases during periods of high activity in the secondary
market, pay-for-action verticals, such as primary real estate and mortgage marketplace, have been growing quite actively. We continued
strengthening our transactional business by acquiring 100% of SmartDeal – a leading player in the Russian market for e-registration
of property deals.”
NYSE Delisting
On March 15, 2023, the Company received a
written notice from the staff of the New York Stock Exchange Regulation notifying the Company that it has determined to delist the Company’s
American depositary shares (ADSs) from the NYSE. The Company utilized its right to a review of the determination and, accordingly, filed
an appeal to this decision. Following an appeal process that included the delivery of written submissions as well as an oral presentation
before a Committee of the Board of Directors of the NYSE, the Company was notified on July 21, 2023 that the Committee had reached
a final decision to uphold the delisting determination.
1
U.S. Dollar translations throughout this release are included solely for the convenience of the reader and were calculated
at the exchange rate quoted by the Central Bank of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00)
2
Adjusted EBITDA and Adjusted EBITDA Margin are non-IFRS measures. See “Non-IFRS Financial Measures and Supplemental
Financial Information” elsewhere in this release for a description of these measures and their reconciliation from the most directly
comparable IFRS financial measures.
The removal of the Company’s ADSs from listing
on the NYSE became effective on July 31, 2023. The Company does not expect the delisting to have any immediate effect on the terms
of the ADSs under its ADS program, which will continue to exist in their current form. The trading of the Company’s ADSs on the
Moscow Exchange is unaffected and continues as usual.
On September 20, 2023, the Company filed
a Form 15F with the Securities and Exchange Commission (the “SEC”) for termination of its registration of the ADSs with
the SEC, initiating an immediate suspension of the Company’s reporting obligations under the Exchange Act. Deregistration with the
SEC and termination of the Company’s reporting obligations under the Exchange Act are expected to become effective 90 days after
its filing of Form 15F with the SEC. Notwithstanding the deregistration, the Company currently intends to continue to publicly disclose
financial information on a regular basis subject to applicable laws and regulations.
On October 3, 2023, the Company reported
that it has filed for registration with the Central Bank of Russia a Prospectus of Foreign Securities in relation to the Company’s
American Depositary Shares, each representing one Ordinary Share of Cian PLC, as well as other documents required by applicable law for
listing on the Moscow Exchange. These measures have been taken with the intention to maintain trading of the Company's ADSs on the Moscow
Exchange in the ordinary course of business.
Acquisition of SmartDeal
In Q3, the Company obtained regulatory approvals
in line with the preliminary agreement entered into by the parties in April 2023, and announced closing the main part of the transaction
to acquire 100% of SmartDeal's share capital.
The acquisition of SmartDeal will help develop
Cian’s integrated online transaction platform and improve product value proposition for B2B and B2C customers alike by enhancing
online transaction services and expanding the Company's B2B product portfolio for real estate agents, developers, and banks.
Third Quarter and Nine Months 2023 Results
Factors affecting year-over-year trends and
comparisons
We believe that trends in the real estate market
in the first nine months of 2023 were particularly characterized by the following events: (i) in December 2022, the subsidized
government mortgage was prolonged until July 2024. However, the interest rate for mortgages in this program increased from 7% to
8%. At the same time, the requirements of the government subsidized program for families were eased (the interest rate in this program
is 6%). These changes put additional pressure on the mortgage market and led to crossflow of demand between subsidized programs; (ii) the
Bank of Russia continued to raise the key interest rate. There were three consecutive increases in July-September 2023 that resulted
in an aggregate increase of the key interest rate from 7.5% to 13.0%. This contributed to a decrease in demand in the secondary market
and an increase in demand in the primary market, where subsidized government mortgage programs remain; (iii) in September 2023,
the down payment for government subsidized mortgage programs was increased from 15% to 20%. The increase contributed to the growth of
demand as people were motivated to close deals before the new regulation came into force.
After the reporting date, on October 27,
2023, following high inflation and continued sharp depreciation of the ruble, the key interest rate was increased to 15%.
Third Quarter 2023 Results
Revenue
Revenue for the three months ended September 30,
2023 amounted to RUB 3,238 million compared to RUB 2,241 million for the three months ended September 30, 2022, an increase of RUB
997 million, or 44%. The revenue increase was driven by growth in the Core Business segment.
The following table outlines a breakdown of revenue
by segment and type for the periods indicated (in millions of RUB and USD):
| | |
Three
months ended | |
| | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | | |
Y-o-Y
growth | |
| | |
RUB | | |
RUB | | |
USD
(1) | | |
| |
| Total
Revenue | |
| 2,241 | | |
| 3,238 | | |
| 33.2 | | |
| 44 | % |
| Core
Business | |
| 2,166 | | |
| 3,036 | | |
| 31.2 | | |
| 40 | % |
| Transactional
Business | |
| 75 | | |
| 202 | | |
| 2.1 | | |
| 169 | % |
1 U.S. Dollar translations throughout
this release are included solely for the convenience of the reader and were calculated at the exchange rate quoted by the Central Bank
of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
Core Business segment revenue
Core Business revenue reached RUB 3,036 million
for the three months ended September 30, 2023, an increase of 40% from RUB 2,166 million for the three months ended September 30,
2022. Core Business revenue growth was driven by strong performance across all key revenue streams – listing revenue, lead generation
and display advertising revenue.
Transactional Business segment revenue
We have consolidated our former operating segments
mortgage marketplace, valuation and analytics and end-to-end offerings under a single “Transactional Business” operating segment.
Prior period comparisons represent an aggregation of these former three segments. Transactional Business revenue amounted to RUB 202 million
for the three months ended September 30, 2023 compared to RUB 75 million for the same period of the prior year, corresponding to
an increase of RUB 127 million or 169%. The increase was primarily a result of revenue growth from mortgage marketplace and online transaction.
Operating expenses
Total operating expenses increased by 25% to RUB
2,378 million in the three months ended September 30, 2023 compared with RUB 1,897 million in the three months ended September 30,
2022. This increase was primarily driven by growth of marketing expenses.
The following table sets forth a breakdown of
our operating expenses for the periods indicated (in millions of RUB and USD):
| | |
Three months ended | |
| | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | | |
Y-o-Y
growth | |
| | |
RUB | | |
RUB | | |
USD (1) | | |
| |
| Operating expenses | |
| 1,897 | | |
| 2,378 | | |
| 24.4 | | |
| 25 | % |
| Marketing expenses | |
| 647 | | |
| 965 | | |
| 9.9 | | |
| 49 | % |
| Employee-related expenses | |
| 911 | | |
| 1,054 | | |
| 10.8 | | |
| 16 | % |
| IT expenses | |
| 148 | | |
| 144 | | |
| 1.5 | | |
| -3 | % |
| Depreciation and amortization | |
| 65 | | |
| 68 | | |
| 0.7 | | |
| 5 | % |
| Other operating expenses | |
| 126 | | |
| 147 | | |
| 1.5 | | |
| 17 | % |
1 U.S. Dollar translations throughout
this release are included solely for the convenience of the reader and were calculated at the exchange rate quoted by the Central Bank
of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
Profit for the period
Profit for the three months ended September 30,
2023 was RUB 812 million compared to a RUB 380 million for the three months ended September 30, 2022. The change for the period
was driven by the revenue growth outpacing the growth of operating expenses.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA for the three months ended September 30,
2023 reached RUB 1,086 million compared to RUB 549 million for the three months ended September 30, 2022. The increase in Adjusted
EBITDA was primarily driven by the revenue growth.
Adjusted EBITDA
Margin grew by 9.0 pp to 33.5% for the three months ended September 30, 2023.
Nine Months 2023 Results
Revenue
Revenue for the nine months ended September 30,
2023 amounted to RUB 8,301 million compared to RUB 5,872 million for the nine months ended September 30, 2022, demonstrating an increase
of RUB 2,429 million, or 41%. The revenue growth was mainly driven by growth of the Core Business segment.
Core Business segment revenue
Core Business revenue reached RUB 7,894 million
for the nine months ended September 30, 2023, increasing by 41% compared to RUB 5,608 million for the nine months ended September 30,
2022. Similar to the third quarter, Core Business revenue growth was driven by a positive performance across all key revenue streams.
Core Business revenue in Moscow and the Moscow
region for the nine months ended September 30, 2023 reached RUB 5,795 million, showing an increase of RUB 1,669 million, or 40%,
compared to RUB 4,126 million for the prior year. Core Business revenue in other Russian regions for the nine months ended September 30,
2023 was RUB 2,099 million, an increase of RUB 617 million, or 42%, as compared to RUB 1,482 million for the prior year.
Transactional Business segment revenue
Transactional Business revenue amounted to RUB
407 million for the nine months ended September 30, 2023 compared to RUB 264 million for the prior year, representing an increase
of RUB 143 million, or 54%. The increase was primarily a result of revenue growth from mortgage marketplace and online transaction.
Operating expenses
Total operating expenses increased by 28% to RUB
7,003 million in the nine months ended September 30, 2023 from RUB 5,484 million in the nine months ended September 30,
2022, primarily driven by an increase in marketing expenses.
The following table sets forth a breakdown of
our operating expenses for the periods indicated (in millions of RUB and USD):
| | |
Nine months | |
| | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | | |
Y-o-Y
growth | |
| | |
RUB | | |
RUB | | |
USD (1) | | |
| |
| Operating expenses | |
| 5,484 | | |
| 7,003 | | |
| 71.9 | | |
| 28 | % |
| Marketing expenses | |
| 1,730 | | |
| 2,717 | | |
| 27.9 | | |
| 57 | % |
| Employee-related expenses | |
| 2,701 | | |
| 3,206 | | |
| 32.9 | | |
| 19 | % |
| IT expenses | |
| 410 | | |
| 457 | | |
| 4.7 | | |
| 11 | % |
| Depreciation and amortization | |
| 204 | | |
| 188 | | |
| 1.9 | | |
| -8 | % |
| Other operating expenses | |
| 439 | | |
| 435 | | |
| 4.5 | | |
| -1 | % |
1 U.S. Dollar translations throughout
this release are included solely for the convenience of the reader and were calculated at the exchange rate quoted by the Central Bank
of Russia as of September 30, 2023 (RUB 97,4147 to USD 1.00)
Employee-related expenses
Employee-related expenses increased by 19% to
RUB 3,206 million in the nine months ended September 30, 2023 from RUB 2,701 million in the nine months ended September 30,
2022 mostly due to the growth of wages, salaries and related taxes. Wages, salaries and related taxes and other employee-related expenses
were a total of RUB 2,553 million for the nine months ended September 30, 2023 compared to RUB 2,131 million for the nine
months ended September 30, 2022. This increase was primarily due to salary growth in line with the market level, while headcount
growth was moderate.
Marketing expenses
Marketing expenses increased to RUB 2,717 million
in the nine months ended September 30, 2023 from RUB 1,730 million in the nine months ended September 30, 2022. The increase
was primarily a result of an anomalously low amount in the comparative period, as we significantly reduced marketing spending in the first
nine months of 2022 due to high uncertainty in the market.
Marketing expenses as a percentage of revenue
increased from 29.5% for the nine months ended September 30, 2022 to 32.7% for the nine months ended September 30, 2023.
IT expenses
IT expenses increased by 11% to RUB 457 million
in the nine months ended September 30, 2023 from RUB 410 million in the nine months ended September 30, 2022. This increase
was primarily driven by hosting and call-tracking costs.
Other operating expenses
Other operating expenses decreased by 1% to RUB
435 million in the nine months ended September 30, 2023 from RUB 439 million in the nine months ended September 30,
2022.
Profit for the period
Profit for the nine months ended September 30,
2023 was RUB 1,427 million compared to a loss of RUB 9 million for the nine months ended September 30, 2022. The change in profit
for the period was driven primarily by a faster growth rate of revenue compared to growth rate of expenses.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA for the nine months ended September 30,
2023 reached RUB 2,029 million, compared to RUB 1,085 million for the nine months ended September 30, 2022. The increase in Adjusted
EBITDA was primarily driven by the revenue growth.
Adjusted EBITDA
Margin increased by 5.9 pp to 24.4% for the nine months ended September 30, 2023.
Third Quarter and Nine Months 2023 Financial
Results Conference Call
Considering the existing uncertainty and market
volatility, the Company will not be conducting its third quarter and nine months 2023 conference call. Investors, analysts, and media
are welcome to send their inquiries to the Company using the contact details provided in this release.
About Cian
Cian is a leading
online real estate classifieds platform in the large, underpenetrated and growing Russian real estate classifieds market, with a strong
presence across Russia and leading positions in the country’s key metropolitan areas. The Company ranks among the top twelve most
popular online real estate classifieds globally in terms of traffic (based on SimilarWeb traffic data for October 2023). Cian’s
networked real estate platform connects millions of real estate buyers and renters to millions of high-quality real estate listings of
all types — residential and commercial, primary and secondary, urban and suburban. In the nine months of 2023, the Company had 1.9
million listings available through its platform and monthly audience with an average UMV of 19.4 million. Through its technology-driven
platform and deep insights into the Russian real estate market the Company provides an end-to-end experience for its customers and users
and helps them address multiple pain points on their journey to a new home or place to work.
Source: Cian PLC
Forward-Looking Statements
This press release contains forward-looking statements.
Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking
statements, including, without limitation, statements regarding our financial outlook for 2023 and long-term growth strategy, as well
as statements that include the words “target,” “believe,” “expect,” “aim,” “intend,
intend,” may,” “anticipate,” “estimate,” “plan,” “project,” “will,”
“can have,” “likely,” “should,” “would,” “could” and other words and terms
of similar meaning or the negative thereof. Forward-looking statements are neither promises nor guarantees, but involve known and unknown
risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: the
negative impact on the Russian economy of the ongoing military actions between Russia and Ukraine, any negative effects of sanctions,
export controls and similar measures targeting Russia as well as other responses to the military conflict in Ukraine; our ability to maintain
our leading market positions, particularly in Moscow, St. Petersburg and certain other regions, and our ability to achieve and maintain
leading market position in certain other regions; our ability to compete effectively with existing and new industry players in the Russian
real estate classifieds market; our heavy dependence on our brands and reputation; any potential failure to adapt to any substantial shift
in real estate transactions from, or demand for services in, certain Russian geographic markets; any downturns in the Russian real estate
market and general economic conditions in Russia; any effect on our operations due to cancellation of, or any changes to, the Russian
mortgage subsidy program or other government support programs; further widespread impacts of the COVID-19 pandemic, or other public health
crises, natural disasters or other catastrophic events which may limit our ability to conduct business as normal; our ability to establish
and maintain important relationships with our customers and certain other parties; any failure to establish and maintain proper and effective
internal control over financial reporting; any failure to remediate existing deficiencies we have identified in our internal controls
over financial reporting, including our information technology general controls; any new or existing government regulation in the area
of data privacy, data protection or other areas and other important factors discussed under the caption “Risk Factors” in
Cian’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on April 27,
2023.
Any forward-looking
statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such
statements. We disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this press release,
whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
Investor contacts:
Daria Fadeeva
ir@cian.ru
Media contacts:
Olga Podoliaka
pr@cian.ru
Consolidated
Statement of Profit or Loss and Other Comprehensive Income (in millions of RUB and USD, except share and per share amounts)
| | |
Three months ended | |
| | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | |
| | |
RUB | | |
RUB | | |
USD(1) | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Revenue | |
| 2,241 | | |
| 3,238 | | |
| 33.2 | |
| | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Marketing expenses | |
| (647 | ) | |
| (965 | ) | |
| (9.9 | ) |
| Employee-related expenses | |
| (911 | ) | |
| (1,054 | ) | |
| (10.8 | ) |
| IT expenses | |
| (148 | ) | |
| (144 | ) | |
| (1.5 | ) |
| Depreciation and amortization | |
| (65 | ) | |
| (68 | ) | |
| (0.7 | ) |
| Other operating expenses | |
| (126 | ) | |
| (147 | ) | |
| (1.5 | ) |
| Total operating expenses | |
| (1,897 | ) | |
| (2,378 | ) | |
| (24 | ) |
| | |
| | | |
| | | |
| | |
| Operating profit | |
| 344 | | |
| 860 | | |
| 8.8 | |
| Finance costs | |
| (7 | ) | |
| (2 | ) | |
| (0.0 | ) |
| Finance income | |
| 35 | | |
| 91 | | |
| 0.9 | |
| Foreign currency exchange gain, net | |
| 127 | | |
| 183 | | |
| 1.9 | |
| Other income | |
| 12 | | |
| (60 | ) | |
| (0.6 | ) |
| Profit before income tax | |
| 511 | | |
| 1,072 | | |
| 11.0 | |
| Income tax expense | |
| (131 | ) | |
| (260 | ) | |
| (2.7 | ) |
| Profit for the period | |
| 380 | | |
| 812 | | |
| 8.3 | |
| Total comprehensive income for the period | |
| 380 | | |
| 812 | | |
| 8.3 | |
| | |
| | | |
| | | |
| | |
| Profit per share, in RUB | |
| | | |
| | | |
| | |
| Basic profit per share attributable to ordinary equity holders of the parent | |
| 5.43 | | |
| 11.61 | | |
| 0.12 | |
| Diluted profit per share attributable to ordinary equity holders of the parent | |
| 5.32 | | |
| 11.18 | | |
| 0.11 | |
1
U.S. Dollar translations throughout this release are included solely for the convenience of the reader and were calculated at the exchange
rate quoted by the Central Bank of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
Consolidated Statement of Profit or Loss and
Other Comprehensive Income (in millions of RUB and USD, except share and per share amounts)
| | |
Nine months ended | |
| | |
September 30, 2022 | | |
September 30, 2023 | | |
September 30, 2023 | |
| | |
RUB | | |
RUB | | |
USD(1) | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Revenue | |
| 5,872 | | |
| 8,301 | | |
| 85.2 | |
| | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Marketing expenses | |
| (1,730 | ) | |
| (2,717 | ) | |
| (27.9 | ) |
| Employee-related expenses | |
| (2,701 | ) | |
| (3,206 | ) | |
| (32.9 | ) |
| IT expenses | |
| (410 | ) | |
| (457 | ) | |
| (4.7 | ) |
| Depreciation and amortization | |
| (204 | ) | |
| (188 | ) | |
| (1.9 | ) |
| Other operating expenses | |
| (439 | ) | |
| (435 | ) | |
| (4.5 | ) |
| Total operating expenses | |
| (5,484 | ) | |
| (7,003 | ) | |
| (72 | ) |
| | |
| | | |
| | | |
| | |
| Operating profit | |
| 388 | | |
| 1,298 | | |
| 13.3 | |
| Finance costs | |
| (17 | ) | |
| (14 | ) | |
| (0.1 | ) |
| Finance income | |
| 66 | | |
| 198 | | |
| 2.0 | |
| Foreign currency exchange gain / (loss), net | |
| (351 | ) | |
| 482 | | |
| 4.9 | |
| Other income | |
| 33 | | |
| (36 | ) | |
| (0.4 | ) |
| Profit before income tax | |
| 119 | | |
| 1,928 | | |
| 19.8 | |
| Income tax expense | |
| (128 | ) | |
| (501 | ) | |
| (5.1 | ) |
| Profit / (loss) for the period | |
| (9 | ) | |
| 1,427 | | |
| 14.6 | |
| Total comprehensive income / (loss) for the period | |
| (9 | ) | |
| 1,427 | | |
| 14.6 | |
| | |
| | | |
| | | |
| | |
| Profit / (loss) per share, in RUB | |
| | | |
| | | |
| | |
| Basic profit / (loss) per share attributable to ordinary equity holders of the parent | |
| (0.13 | ) | |
| 20.40 | | |
| 0.21 | |
| Diluted profit / (loss) per share attributable to ordinary equity holders of the parent | |
| (0.13 | ) | |
| 19.63 | | |
| 0.20 | |
1
U.S. Dollar translations throughout this release are included solely for the convenience of the reader and were calculated at the exchange
rate quoted by the Central Bank of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
Consolidated Statement
of Financial Position (in millions of RUB and USD)
| | |
As of | |
| | |
December 31,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | |
| | |
RUB | | |
RUB | | |
USD(1) | |
| | |
(audited) | | |
(unaudited) | | |
(unaudited) | |
| Assets | |
| | | |
| | | |
| | |
| Non-current assets | |
| | | |
| | | |
| | |
| Property and equipment | |
| 68 | | |
| 73 | | |
| 0.7 | |
| Right-of-use assets | |
| 74 | | |
| 42 | | |
| 0.4 | |
| Goodwill | |
| 785 | | |
| 933 | | |
| 9.6 | |
| Intangible assets | |
| 1,077 | | |
| 1,574 | | |
| 16.2 | |
| Deferred tax assets | |
| 137 | | |
| 140 | | |
| 1.4 | |
| Other non-current assets | |
| 8 | | |
| 7 | | |
| 0.1 | |
| Total non-current assets | |
| 2,149 | | |
| 2,769 | | |
| 28.4 | |
| | |
| | | |
| | | |
| | |
| Current assets | |
| | | |
| | | |
| | |
| Inventories | |
| 30 | | |
| 28 | | |
| 0.3 | |
| Advances paid and prepaid expenses | |
| 99 | | |
| 110 | | |
| 1.1 | |
| Trade and other receivables | |
| 414 | | |
| 793 | | |
| 8.1 | |
| Prepaid income tax | |
| 3 | | |
| 10 | | |
| 0.1 | |
| Cash and cash equivalents | |
| 4,110 | | |
| 6,328 | | |
| 65.0 | |
| Other current assets | |
| 169 | | |
| 192 | | |
| 2.0 | |
| Total current assets | |
| 4,825 | | |
| 7,461 | | |
| 76.6 | |
| Total assets | |
| 6,974 | | |
| 10,230 | | |
| 105.0 | |
| | |
| | | |
| | | |
| | |
| Equity and liabilities | |
| | | |
| | | |
| | |
| Equity | |
| | | |
| | | |
| | |
| Share capital | |
| 2 | | |
| 2 | | |
| 0.0 | |
| Share premium | |
| 7,702 | | |
| 7,702 | | |
| 79.1 | |
| Equity-settled employee benefits reserves | |
| 648 | | |
| 1,028 | | |
| 10.6 | |
| Accumulated losses | |
| (3,343 | ) | |
| (1,917 | ) | |
| (19.7 | ) |
| Total equity | |
| 5,009 | | |
| 6,815 | | |
| 70.0 | |
| | |
| | | |
| | | |
| | |
| Liabilities | |
| | | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Lease liabilities | |
| 28 | | |
| 12 | | |
| 0.1 | |
| Deferred tax liabilities | |
| 127 | | |
| 117 | | |
| 1.2 | |
| Deferred income | |
| 108 | | |
| — | | |
| — | |
| Trade and other payables | |
| — | | |
| 98 | | |
| 1 | |
| Total non-current liabilities | |
| 263 | | |
| 227 | | |
| 2.3 | |
| | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Contract liabilities | |
| 554 | | |
| 705 | | |
| 7.2 | |
| Trade and other payables | |
| 642 | | |
| 1,695 | | |
| 17.4 | |
| Income tax payable | |
| 66 | | |
| 117 | | |
| 1.2 | |
| Other taxes payable | |
| 366 | | |
| 495 | | |
| 5.1 | |
| Employee share-based payment liability | |
| — | | |
| 150 | | |
| 1.5 | |
| Lease liabilities | |
| 41 | | |
| 26 | | |
| 0.3 | |
| Deferred income | |
| 33 | | |
| — | | |
| — | |
| Total current liabilities | |
| 1,702 | | |
| 3,188 | | |
| 32.7 | |
| Total liabilities | |
| 1,965 | | |
| 3,415 | | |
| 35.1 | |
| Total liabilities and equity | |
| 6,974 | | |
| 10,230 | | |
| 105.0 | |
1
U.S. Dollar translations throughout this release are included solely for the convenience of the reader and were calculated at the exchange
rate quoted by the Central Bank of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
Consolidated
Statement of Cash Flows (in millions of RUB and USD)
| | |
Nine months ended | |
| | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | |
| | |
RUB | | |
RUB | | |
USD(1) | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Cash flows from operating activities | |
| | | |
| | | |
| | |
| Profit before income tax | |
| 119 | | |
| 1 928 | | |
| 19.8 | |
| Adjusted for: | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 204 | | |
| 188 | | |
| 1.9 | |
| Employee share-based payment expense | |
| 493 | | |
| 543 | | |
| 5.6 | |
| Finance income | |
| (66 | ) | |
| (198 | ) | |
| (2.0 | ) |
| Finance costs | |
| 17 | | |
| 14 | | |
| 0.1 | |
| Foreign currency exchange (gain) / loss, net | |
| 351 | | |
| (482 | ) | |
| (4.9 | ) |
| Reversal of allowance for expected credit losses | |
| (16 | ) | |
| (1 | ) | |
| (0.0 | ) |
| Other non-cash items | |
| (2 | ) | |
| — | | |
| — | |
| Working capital changes: | |
| | | |
| | | |
| | |
| (Increase) / decrease in trade and other receivables | |
| 1 | | |
| (320 | ) | |
| (3.3 | ) |
| Decrease in advances paid and prepaid expenses | |
| 20 | | |
| 1 | | |
| 0.0 | |
| (Increase) / decrease in other assets | |
| 140 | | |
| (16 | ) | |
| (0.2 | ) |
| Increase / (decrease) in trade and other payables | |
| (141 | ) | |
| 297 | | |
| 3.0 | |
| Increase in contract liabilities and deferred income | |
| 81 | | |
| (48 | ) | |
| (0.5 | ) |
| Increase in other liabilities | |
| 116 | | |
| 126 | | |
| 1.3 | |
| Cash generated from operating activities | |
| 1,317 | | |
| 2,032 | | |
| 20.9 | |
| Income tax paid | |
| (75 | ) | |
| (467 | ) | |
| (4.8 | ) |
| Interest received | |
| 65 | | |
| 197 | | |
| 2.0 | |
| Interest paid | |
| (5 | ) | |
| (4 | ) | |
| (0.0 | ) |
| Net cash generated from operating activities | |
| 1,302 | | |
| 1,758 | | |
| 18.0 | |
| | |
| | | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | | |
| | |
| Acquisition of a subsidiary, net of cash acquired | |
| — | | |
| 64 | | |
| 0.7 | |
| Purchase of property and equipment | |
| (40 | ) | |
| (27 | ) | |
| (0.3 | ) |
| Purchase of intangible assets | |
| (40 | ) | |
| (60 | ) | |
| (0.6 | ) |
| Net cash used in investing activities | |
| (80 | ) | |
| (23 | ) | |
| (0.2 | ) |
| | |
| | | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | | |
| | |
| Payment of principal portion of lease liabilities | |
| (32 | ) | |
| (31 | ) | |
| (0.3 | ) |
| Net cash used in financing activities | |
| (32 | ) | |
| (31 | ) | |
| (0.3 | ) |
| | |
| | | |
| | | |
| | |
| Net increase in cash and cash equivalents | |
| 1,190 | | |
| 1,704 | | |
| 17.5 | |
| Cash and cash equivalents at the beginning of the period | |
| 2,419 | | |
| 4,110 | | |
| 42.2 | |
| Effect of exchange rate changes on cash and cash equivalents | |
| (323 | ) | |
| 514 | | |
| 5.3 | |
| Reversal of allowance for expected credit losses | |
| 13 | | |
| — | | |
| — | |
| Cash and cash equivalents at the end of the period | |
| 3,299 | | |
| 6,328 | | |
| 65.0 | |
1
U.S. Dollar translations throughout this release are included solely for the convenience of the reader and were calculated at the exchange
rate quoted by the Central Bank of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
Non-IFRS
Financial Measures and Supplemental Financial Information
Use of Non-IFRS Financial Measures
We use Adjusted EBITDA and Adjusted EBITDA Margin
as non-IFRS financial measure in assessing our operating performance and in our financial communications.
Adjusted EBITDA and
Adjusted EBITDA Margin are financial measures that are not calculated in accordance with IFRS. These non-IFRS financial measures should
not be considered in isolation or as an alternative or a substitute to loss for the period, which is the most directly comparable IFRS
measure, or any other measure of financial performance calculated and presented in accordance with IFRS. Adjusted EBITDA and Adjusted
EBITDA Margin have limitations as analytical tools. Some of these limitations are:
| · | they exclude depreciation and amortization expense
and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future, increasing our cash requirements; |
| · | they do not reflect foreign currency exchange
loss (gain), which reduces (increases) cash available to us; |
| · | they do not reflect income tax payments that
reduce cash available to us; |
| · | they do not reflect share-based compensation
expenses and, therefore, do not include all of our employee-related expenses; and |
| · | other companies, including companies in our industry,
may calculate those measures differently, which reduces their usefulness as comparative measures. |
The tables below provide
detailed reconciliations of each non-IFRS financial measure we use from the most directly comparable IFRS financial measure.
Reconciliation of
Adjusted EBITDA from profit for the period, the most directly comparable IFRS financial measure (in millions of RUB and USD)
| | |
Three months ended | |
| | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2023 | |
| | |
RUB | | |
RUB | | |
USD(1) | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Profit for the period | |
| 380 | | |
| 812 | | |
| 8.3 | |
| Income tax expense | |
| 131 | | |
| 260 | | |
| 2.7 | |
| Profit before income tax | |
| 511 | | |
| 1,072 | | |
| 11.0 | |
| Depreciation and amortization | |
| 65 | | |
| 68 | | |
| 0.7 | |
| Finance income, net(2) | |
| (28 | ) | |
| (89 | ) | |
| (0.9 | ) |
| Foreign currency exchange gain, net | |
| (127 | ) | |
| (183 | ) | |
| (1.9 | ) |
| Share-based payment expenses | |
| 140 | | |
| 158 | | |
| 1.6 | |
| Income / (loss) from the depositary | |
| (12 | ) | |
| 60 | | |
| 0.6 | |
| Adjusted EBITDA(3) | |
| 549 | | |
| 1,086 | | |
| 11.1 | |
| Adjusted EBITDA Margin(4) | |
| 24.5 | % | |
| 33.5 | % | |
| 33.5 | % |
| | |
Nine months ended | |
| | |
September 30, 2022 | | |
September 30, 2023 | | |
September 30, 2023 | |
| | |
RUB | | |
RUB | | |
USD(1) | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Profit / (loss) for the period | |
| (9 | ) | |
| 1,427 | | |
| 14.6 | |
| Income tax expense | |
| 128 | | |
| 501 | | |
| 5.1 | |
| Profit before income tax | |
| 119 | | |
| 1,928 | | |
| 19.8 | |
| Depreciation and amortization | |
| 204 | | |
| 188 | | |
| 1.9 | |
| Finance income, net(2) | |
| (49 | ) | |
| (184 | ) | |
| (1.9 | ) |
| Foreign currency exchange (gain) / loss, net | |
| 351 | | |
| (482 | ) | |
| (4.9 | ) |
| Share-based payment expenses | |
| 493 | | |
| 543 | | |
| 5.6 | |
| Income / (loss) from the depositary | |
| (33 | ) | |
| 36 | | |
| 0.4 | |
| Adjusted EBITDA(3) | |
| 1,085 | | |
| 2,029 | | |
| 20.8 | |
| Adjusted EBITDA Margin(4) | |
| 18.5 | % | |
| 24.4 | % | |
| 24.4 | % |
1 U.S. Dollar translations throughout this release are included solely for the convenience of the reader and were calculated
at the exchange rate quoted by the Central Bank of Russia as of September 30, 2023 (RUB 97.4147 to USD 1.00).
2
Comprises finance costs and finance income for the respective periods.
3
Defined as profit / (loss) for the period adjusted to exclude income tax (benefit) / expense, finance costs, finance income,
foreign currency exchange loss / (gain), net, depreciation and amortization, share-based payments under equity-based and cash-based incentive
programs and income / (loss) from the depository.
4
Defined as Adjusted EBITDA divided by revenue for the respective periods.
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