UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
May 23, 2023
YANDEX N.V.
Schiphol Boulevard 165
1118 BG, Schiphol, the Netherlands.
Tel: +31 202 066 970
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
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 ⌧ Form 40-F ◻
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ◻
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ◻
EXPLANATORY NOTE
Filed as Exhibit 99.1 to this Report on Form 6-K is a copy of the unaudited condensed consolidated financial statements of Yandex N.V. as of and for the three months ended March 31, 2023.
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Nos. 333-177622 and 333-213317) and Form F-3ASR (No. 333-239391) of Yandex N.V. (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YANDEX N.V. | |
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Date: May 23, 2023 | By: | /s/ Svetlana Demyashkevich |
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| Svetlana Demyashkevich |
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| Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No. | Description |
99.1 | |
EXHIBIT 99.1
YANDEX N.V.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Page |
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2023 | F-2 |
F-3 | |
F-4 | |
F-5 | |
F-7 | |
Notes to the Unaudited Condensed Consolidated Financial Statements | F-9 |
F-1
YANDEX N.V.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions of Russian rubles (“RUB”) and U.S. dollars (“$”), except share and per share data)
d
| | | | As of | ||||
|
| Notes |
| December 31, |
| March 31, |
| March 31, |
| | | | RUB | | RUB | | $ |
ASSETS | | | | | | | | |
Cash and cash equivalents | | 3 | | 83,131 | | 119,398 | | 1,548.9 |
Term deposits | | | | 154 | | — | | — |
Trade accounts receivable, less allowance for doubtful accounts of RUB 4,169 and RUB 4,745, respectively |
| 3 | | 58,014 | | 60,302 | | 782.3 |
Sales financing receivable | | | | 5,738 | | 4,359 | | 56.5 |
Prepaid expenses | | | | 16,968 | | 17,565 | | 227.9 |
Inventory | | | | 28,220 | | 27,907 | | 362.0 |
Funds receivable | | | | 8,290 | | 5,962 | | 77.3 |
VAT reclaimable | | | | 22,602 | | 21,917 | | 284.3 |
Other current assets | | 3 | | 16,817 | | 17,991 | | 233.4 |
Total current assets | | | | 239,934 | | 275,401 | | 3,572.6 |
Property and equipment | | 5 | | 127,706 | | 133,643 | | 1,733.7 |
Operating lease right-of-use assets | | 6 | | 28,646 | | 28,666 | | 371.9 |
Intangible assets | | 7 | | 31,766 | | 30,678 | | 398.0 |
Content assets | | 9 | | 16,844 | | 17,516 | | 227.2 |
Goodwill | | 7 | | 143,778 | | 143,845 | | 1,866.0 |
Long-term prepaid expenses | | | | 3,998 | | 4,088 | | 53.0 |
Equity method investments | | | | 2,118 | | 2,349 | | 30.5 |
Investments in non-marketable equity securities | | | | 6,746 | | 7,402 | | 96.0 |
Deferred tax assets | | | | 3,904 | | 5,966 | | 77.4 |
Other non-current assets | | 3 | | 11,279 | | 13,584 | | 176.2 |
Total non-current assets | | | | 376,785 | | 387,737 | | 5,029.9 |
TOTAL ASSETS | | | | 616,719 | | 663,138 | | 8,602.5 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | |
Accounts payable, accrued and other liabilities | | 3 | | 122,816 | | 137,569 | | 1,784.6 |
Debt, current portion | | 11 | | 21,306 | | 41,681 | | 540.7 |
Income and non-income taxes payable | | 3 | | 28,137 | | 28,615 | | 371.2 |
Deferred revenue | | | | 15,585 | | 16,372 | | 212.4 |
Total current liabilities | | | | 187,844 | | 224,237 | | 2,908.9 |
Debt, non-current portion | | 11 | | 29,885 | | 29,883 | | 387.7 |
Deferred tax liabilities | | | | 5,473 | | 6,016 | | 78.0 |
Operating lease liabilities | | 6 | | 17,609 | | 16,821 | | 218.2 |
Finance lease liabilities | | 6 | | 21,185 | | 24,066 | | 312.2 |
Other accrued liabilities | | | | 16,545 | | 18,587 | | 241.1 |
Total non-current liabilities | | | | 90,697 | | 95,373 | | 1,237.2 |
Total liabilities | | | | 278,541 | | 319,610 | | 4,146.1 |
Commitments and contingencies | | 9,10 | | | | | | |
Shareholders’ equity: | | | | | | | | |
Ordinary shares: par value (Class A €0.01, Class B €0.10 and Class C €0.09); shares authorized (Class A: 500,000,000, Class B: 37,138,658 and Class C: 37,748,658); shares issued (Class A: 326,342,270, Class B: 35,698,674, and Class C: 10,000 and nil, respectively); shares outstanding (Class A: 325,783,607, Class B: 35,698,674 and Class C: nil) |
| | | 282 | | 282 | | 3.7 |
Treasury shares at cost (Class A: 558,663) | | | | (1,393) | | (1,393) | | (18.1) |
Additional paid-in capital | | | | 119,464 | | 120,171 | | 1,558.9 |
Accumulated other comprehensive income | | | | 24,258 | | 23,107 | | 299.8 |
Retained earnings | | | | 173,697 | | 177,977 | | 2,308.8 |
Total equity attributable to Yandex N.V. | | | | 316,308 | | 320,144 | | 4,153.1 |
Noncontrolling interests | | | | 21,870 | | 23,384 | | 303.3 |
Total shareholders’ equity | | | | 338,178 | | 343,528 | | 4,456.4 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | 616,719 |
| 663,138 |
| 8,602.5 |
| | | | | | | | |
* Derived from audited consolidated financial statements | | | | | | | | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-2
YANDEX N.V.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions of Russian rubles and U.S. dollars, except share and per share data)
| | | | Three months ended March 31, | ||||
| | Notes | | 2022 | | 2023 | | 2023 |
|
| |
| RUB |
| RUB | | $ |
Revenues | | 3 | | 106,010 | | 163,275 | | 2,118.1 |
Operating costs and expenses: | | | | | | | | |
Cost of revenues(1) | | | | 51,011 | | 77,539 | | 1,005.9 |
Product development(1) | | | | 19,161 | | 22,304 | | 289.3 |
Sales, general and administrative(1) | | | | 40,805 | | 53,175 | | 689.8 |
Depreciation and amortization | | | | 7,467 | | 8,287 | | 107.5 |
Total operating costs and expenses | | | | 118,444 | | 161,305 | | 2,092.5 |
Income/(loss) from operations | | | | (12,434) | | 1,970 | | 25.6 |
Interest income | | | | 1,362 | | 1,215 | | 15.8 |
Interest expense | | | | (620) | | (1,173) | | (15.2) |
Loss from equity method investments | | | | (365) | | (132) | | (1.7) |
Other income, net | | 3 | | 1,538 | | 5,857 | | 75.9 |
Net income/(loss) before income taxes | | | | (10,519) | | 7,737 | | 100.4 |
Income tax expense |
| 8 | | 2,518 | | 1,952 | | 25.4 |
Net income/(loss) | | | | (13,037) | | 5,785 | | 75.0 |
Net income attributable to noncontrolling interests | | | | (1,386) | | (1,503) | | (19.5) |
Net income/(loss) attributable to Yandex N.V. | | | | (14,423) | | 4,282 | | 55.5 |
Net income/(loss) per Class A and Class B share: | | | | | | | | |
Basic |
| 2 | | (39.56) | | 11.55 | | 0.15 |
Diluted |
| 2 | | (39.56) | | 11.50 | | 0.15 |
Weighted average number of Class A | | | | | | | | |
Basic |
| 2 | | 364,570,692 | | 370,855,749 | | 370,855,749 |
Diluted |
| 2 | | 364,570,692 | | 372,239,857 | | 372,239,857 |
(1) | These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation expenses of: |
Cost of revenues |
| | | 151 |
| 164 | | 2.1 |
Product development |
| | | 3,540 |
| 3,281 | | 42.6 |
Sales, general and administrative |
| | | 2,574 |
| 2,355 | | 30.5 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-3
YANDEX N.V.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(In millions of Russian rubles and U.S. dollars)
| | Three months ended March 31, | ||||
|
| 2022 | | 2023 | | 2023 |
| | RUB | | RUB | | $ |
Net income/(loss) | | (13,037) | | 5,785 | | 75.0 |
Foreign currency translation, net of tax of nil | | (5,809) | | (1,140) | | (14.7) |
Total comprehensive income/(loss) | | (18,846) | | 4,645 | | 60.3 |
Total comprehensive income attributable to noncontrolling interests | | (1,357) | | (1,514) | | (19.7) |
Total comprehensive income/(loss) attributable to Yandex N.V. | | (20,203) | | 3,131 | | 40.6 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-4
YANDEX N.V.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of Russian rubles and U.S. dollars)
| | | | Three months ended March 31, | ||||
|
| Notes | | 2022 | | 2023 | | 2023 |
| | | | RUB | | RUB | | $ |
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES: | | | | | | | | |
Net income/(loss) | | | | (13,037) | | 5,785 | | 75.0 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | | | | | | | | |
Depreciation of property and equipment | | 5 | | 5,791 | | 6,181 | | 80.2 |
Amortization of intangible assets | | 7 | | 1,676 | | 2,106 | | 27.3 |
Amortization of content assets | | 9 | | 2,302 | | 2,380 | | 30.9 |
Operating lease right-of-use assets amortization and the lease liability accretion | | 6 | | 4,226 | | 3,300 | | 42.8 |
Share-based compensation expense (excluding cash settled awards of nil and | | 12 | | 6,265 | | 707 | | 9.2 |
RUB 5,093, respectively) | | | | | | | | |
Deferred income tax benefit | | | | (38) | | (855) | | (11.1) |
Foreign exchange gains | | 3 | | (1,672) | | (5,924) | | (76.8) |
Loss from equity method investments | | | | 365 | | 132 | | 1.7 |
Impairment of long-lived assets | | | | 904 | | — | | — |
Provision for expected credit losses | | | | 637 | | 1,731 | | 22.5 |
Other | | | | 294 | | (293) | | (3.8) |
Changes in operating assets and liabilities excluding the effect of acquisitions: | | | | | | | | |
Accounts receivable | | | | 4,257 | | (2,579) | | (33.5) |
Prepaid expenses | | | | (681) | | (965) | | (12.5) |
Inventory | | | | (3,664) | | 569 | | 7.4 |
Accounts payable, accrued and other liabilities and non-income taxes payable | | 3 | | (10,462) | | 8,978 | | 116.5 |
Deferred revenue | | | | (216) | | 663 | | 8.6 |
Other assets | | | | (711) | | (519) | | (6.8) |
VAT reclaimable | | | | (122) | | 1,027 | | 13.3 |
Funds receivable | | | | 2,948 | | 2,472 | | 32.1 |
Sales financing receivable | | | | (100) | | 433 | | 5.6 |
Content assets | | 9 | | (3,182) | | (3,016) | | (39.1) |
Content liabilities | | | | 171 | | 206 | | 2.7 |
Net cash provided by/(used in) operating activities | | | | (4,049) | | 22,519 | | 292.2 |
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES: | | | | | | | | |
Purchases of property and equipment and intangible assets |
| | | (17,983) | | (6,748) | | (87.5) |
Purchase of assets to be leased | | | | — | | (2,806) | | (36.5) |
Proceeds from sale of marketable equity securities | | | | 5,859 | | — | | — |
Investments in non-marketable equity securities | | | | (251) | | (171) | | (2.2) |
Acquisitions of businesses, net of cash acquired | | | | (820) | | — | | — |
Investments in term deposits | | | | (2,000) | | (6) | | (0.1) |
Maturities of term deposits | | | | 23,769 | | 160 | | 2.1 |
Loans granted | | | | (12) | | (369) | | (4.8) |
Proceeds from repayments of loans | | | | 439 | | 722 | | 9.4 |
Other investing activities | | | | 113 | | 120 | | 1.6 |
Net cash provided by/(used in) investing activities | | | | 9,114 | | (9,098) | | (118.0) |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-5
YANDEX N.V.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In millions of Russian rubles and U.S. dollars)
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
F-6
YANDEX N.V.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions of Russian rubles and U.S. dollars, except share and per share data)
| | Three months ended March 31, 2022 | ||||||||||||||||||||
| | Priority Share | | Ordinary Shares | | | | | | Accumulated | | | | | | | | Redeemable | ||||
| | Issued and | | Issued and | | Treasury | | Additional | | Other | | | | Non- | | |
| non- | ||||
| | Outstanding | | Outstanding | | shares at | | Paid-In | | Comprehensive | | Retained | | controlling | | |
| controlling | ||||
| | Shares | | Amount | | Shares | | Amount | | cost | | Capital | | Income | | Earnings | | interests | | Total |
| interests |
|
| |
| RUB |
| |
| RUB | | RUB | | RUB | | RUB | | RUB | | RUB |
| RUB |
| RUB |
Balance as of December 31, 2021 | | 1 | | — | | 358,703,352 | | 281 | | (2,728) | | 112,942 | | 16,193 | | 131,488 | | 13,880 | | 272,056 | | 869 |
Effect of adoption of ASU 2020-06 | | — | | — | | — | | — | | — | | (8,573) | | — | | 2,511 | | — | | (6,062) | | — |
Adjusted balance as of January 1, 2022 | | 1 | | — | | 358,703,352 | | 281 | | (2,728) | | 104,369 | | 16,193 | | 133,999 | | 13,880 | | 265,994 | | 869 |
Share-based compensation expense |
| — | | — | | — | | — | | — | | 2,617 | | — | | — | | — | | 2,617 | | — |
Exercise of share options |
| — | | — | | 237,138 | | — | | — | | — | | — | | — | | — | | — | | — |
Tax withholding related to exercise of share awards | | — | | — | | — | | — | | — | | (25) | | — | | — | | — | | (25) | | — |
Reissue of shares for options exercised |
| — | | — | | — | | — | | 1,335 | | (1,335) | | — | | — | | — | | — | | — |
Repurchase of share options | | — | | — | | — | | — | | — | | 53 | | — | | (93) | | — | | (40) | | (430) |
Foreign currency translation adjustment | | — | | — | | — | | — | | — | | — | | (5,780) | | — | | (29) | | (5,809) | | — |
Change in redemption value of redeemable noncontrolling interests |
| — | | — | | — | | — | | — | | — | | — | | 4 | | — | | 4 | | (4) |
Net income / (loss) | | — | | — | | — | | — | | — | | — | | — | | (14,423) | | 1,386 | | (13,037) | | — |
Other | | — | | — | | — | | — | | — | | (79) | | — | | (1) | | 80 | | — | | — |
Balance as of March 31, 2022 | | 1 | | — | | 358,940,490 | | 281 | | (1,393) | | 105,600 | | 10,413 | | 119,486 | | 15,317 | | 249,704 | | 435 |
| | Three months ended March 31, 2023 | | | ||||||||||||||||||
| | Priority Share | | Ordinary Shares | | | | | | Accumulated | | | | | | | | | ||||
| | Issued and | | Issued and | | Treasury | | Additional | | Other | | | | Non- | | | | | ||||
| | Outstanding | | Outstanding | | shares at | | Paid-In | | Comprehensive | | Retained | | controlling | | | | | ||||
| | Shares | | Amount | | Shares | | Amount | | cost | | Capital | | Income | | Earnings | | interests | | Total | | |
|
| |
| RUB |
| |
| RUB | | RUB | | RUB | | RUB | | RUB | | RUB |
| RUB | | |
Balance as of December 31, 2022 |
| 1 |
| — |
| 361,482,281 |
| 282 | | (1,393) | | 119,464 | | 24,258 | | 173,697 | | 21,870 |
| 338,178 | | |
Share-based compensation expense | | — | | — | | — | | — | | — | | 707 | | — | | — | | — | | 707 | | |
Foreign currency translation adjustment | | — | | — | | — | | — | | — | | — | | (1,151) | | — | | 11 | | (1,140) | | |
Net income | | — | | — | | — | | — | | — | | — | | — | | 4,282 | | 1,503 | | 5,785 | | |
Other | | — | | — | | — | | — | | — | | — | | — | | (2) | | — | | (2) | | |
Balance as of March 31, 2023 | | 1 | | — | | 361,482,281 | | 282 | | (1,393) | | 120,171 | | 23,107 | | 177,977 | | 23,384 | | 343,528 | | |
Balance as of March 31, 2023, $ |
| | | — | | | | 3.7 | | (18.1) | | 1,558.9 | | 299.8 | | 2,308.8 | | 303.3 | | 4,456.4 | | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements
F-7
YANDEX N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In millions of Russian rubles and U.S. dollars, except share and per share data)
1. | DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Description of Business
Yandex N.V., the parent company (the “Company”), together with its consolidated subsidiaries (collectively “Yandex” or the “Group”), is a technology company that builds intelligent products and services powered by machine learning and other technologies. Yandex is one of Europe's largest internet businesses and the leading search and ride-hailing provider in Russia.
Yandex N.V. was incorporated under the laws of the Netherlands in June 2004 and is the holding company of a number of subsidiaries globally.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. As such, the information included in these unaudited condensed consolidated financial statements for the three months ended March 31, 2023 should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 20-F for the year ended December 31, 2022.
In the opinion of the Group, the accompanying unaudited condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary for a fair statement of its financial position as of
March 31, 2023, and its results of operations, comprehensive income/(loss), cash flows and change in equity for the periods presented. The condensed consolidated balance sheet as of December 31, 2022, was derived from the consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2022.
There have been no material changes in the Group’s significant accounting policies and estimates as compared to those described in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022.
The results for the three months ended March 31, 2023 are not necessarily indicative of the operating results expected for the year ending December 31, 2023 or any other future period. The potential risks and uncertainties that could cause actual results to differ from the operating results expected include, among others, geopolitical and macroeconomic developments affecting the Russian economy or the Group’s business, operations or governance; changes in the political, legal and/or regulatory environment; competitive pressures; changes in advertising patterns; changes in user preferences; technological developments; and the Group’s need to expend capital to accommodate the growth of the business in addition to other risks and uncertainties included under “Risk Factors” in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and amounts of revenues and expenses for the reporting period. The Group bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Convenience Translation
Translations of amounts from RUB into U.S. dollars for the convenience of the reader have been made at the exchange rate of RUB 77.0863 to $1.00, the exchange rate as of March 31, 2023 (except as otherwise stated). No representation is made that the RUB amounts could have been, or could be, converted into U.S. dollars at such rate.
Recently Adopted Accounting Pronouncements
In September 2022, the FASB issued ASU No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs. The standard
F-9
YANDEX N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions of Russian rubles and U.S. dollars, except share and per share data)
does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this ASU are effective for reporting periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for periods beginning after December 15, 2023. The Group adopted the standard effective on January 1, 2023, without significant impact on the unaudited condensed consolidated financial statements.
2. | NET INCOME/(LOSS) PER SHARE |
Basic net income/(loss) per Class A and Class B ordinary share for the three months ended March 31, 2022 and 2023 is computed on the basis of the weighted average number of ordinary shares outstanding using the two-class method. Basic net income/(loss) per share is computed using the weighted average number of ordinary shares outstanding during the period and including vested restricted share units and shares that will be delivered as part of the restructuring of the convertible debt in June 2022. Diluted net income/(loss) per ordinary share is computed using the dilutive effect of share-based awards calculated using the “treasury stock” method.
The computation of the diluted net income/(loss) per Class A share assumes the conversion of Class B shares, while the diluted net income/(loss) per Class B share does not assume the conversion of those shares. The net income/(loss) per share amounts are the same for Class A and Class B shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. The number of share-based awards excluded from the diluted net income/(loss) per ordinary share computation, because their effect was anti-dilutive for the three months ended March 31, 2022 and 2023, was 18,287,953 and 7,723,032, respectively.
In June 2022, the Group completed the repurchase of 93.2% in aggregate principal amount of the Group’s 0.75% convertible notes due to March 3, 2025 (the “Notes”) and accounted for the modification of all the Notes. The Group has to date purchased more than 99% in aggregate principal amount of the Notes originally issued. Prior to the modification, the convertible debt is included in the calculation of diluted net income per share under the if-converted method.
The components of basic and diluted net income/(loss) per share were as follows:
3. | UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DETAILS |
Cash and Cash Equivalents
Cash and cash equivalents as of December 31, 2022 and March 31, 2023 consisted of the following:
|
| December 31, |
| March 31, |
| March 31, |
| | RUB | | RUB | | $ |
Cash |
| 48,682 | | 59,646 |
| 773.8 |
Cash equivalents: | | | | | | |
Bank deposits |
| 34,346 | | 59,693 | | 774.4 |
Other cash equivalents | | 103 | | 59 | | 0.7 |
Total cash and cash equivalents |
| 83,131 | | 119,398 | | 1,548.9 |
F-10
YANDEX N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions of Russian rubles and U.S. dollars, except share and per share data)
Current expected credit losses for cash, cash equivalents, term deposits, funds receivable and other financial assets were immaterial for the three months ended March 31, 2022 and 2023. All of the Group’s cash is held at financial institutions that management believes to be of high credit quality.
Allowance for current expected credit losses on trade receivables
Movements in the allowance for current expected credit losses on trade receivables for the three months ended March 31, 2022 and 2023 were as follows:
The Group’s past due receivables exceeding one year were in the amount of RUB 2,595 ($33.7) as of March 31, 2023.
Other Current Assets
Other current assets as of December 31, 2022 and March 31, 2023 consisted of the following:
|
| December 31, |
| March 31, |
| March 31, |
| | RUB | | RUB | | $ |
Prepaid income tax | | 3,328 | | 5,983 | | 77.6 |
Other receivables | | 7,588 | | 4,898 | | 63.5 |
Loans granted | | 2,322 | | 1,976 | | 25.6 |
Contract assets | | 1,456 | | 1,582 | | 20.5 |
Investments in debt securities |
| 305 | | 1,407 | | 18.2 |
Net investment in lease | | 455 | | 1,158 | | 15.0 |
Restricted cash | | 643 | | 230 | | 3.0 |
Prepaid other taxes | | 114 | | 93 | | 1.2 |
Interest receivable | | 77 | | 76 | | 1.1 |
Other | | 529 | | 588 | | 7.7 |
Total other current assets |
| 16,817 |
| 17,991 | | 233.4 |
Other Non-current Assets
Other non-current assets as of December 31, 2022 and March 31, 2023 consisted of the following:
|
| December 31, |
| March 31, |
| March 31, |
| | RUB | | RUB | | $ |
Loans granted | | 6,523 | | 6,727 | | 87.3 |
Net investment in lease | | 979 | | 2,970 | | 38.5 |
Contract assets | | 1,292 | | 1,294 | | 16.8 |
Indemnification assets | | 1,031 | | 1,128 | | 14.6 |
VAT reclaimable | | 603 |
| 557 | | 7.2 |
Restricted cash | | 666 | | 510 | | 6.6 |
Bank deposits and loans to customers | | 133 | | 345 | | 4.5 |
Other receivables | | 52 |
| 53 | | 0.7 |
Total other non-current assets |
| 11,279 |
| 13,584 |
| 176.2 |
F-11
YANDEX N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions of Russian rubles and U.S. dollars, except share and per share data)
Accounts Payable, Accrued and Other Liabilities
Accounts payable, accrued and other liabilities as of December 31, 2022 and March 31, 2023 comprised the following:
|
| December 31, |
| March 31, |
| March 31, |
| | RUB | | RUB | | $ |
Trade accounts payable and accrued liabilities |
| 72,635 |
| 71,276 |
| 924.7 |
Liabilities under the reverse factoring program |
| 20,702 |
| 23,585 |
| 306.0 |
Salary and other compensation expenses payable/accrued to employees | | 11,424 | | 21,972 | | 285.0 |
Operating lease liabilities, current (Note 6) | | 10,963 | | 11,648 | | 151.1 |
Content liabilities | | 3,353 | | 3,838 | | 49.8 |
Finance lease liability, current (Note 6) | | 2,788 | | 3,357 | | 43.6 |
Bank deposits and liabilities | | 578 | | 1,556 | | 20.1 |
Accounts payable for acquisition of businesses | | 373 | | 337 | | 4.3 |
Total accounts payable, accrued and other liabilities |
| 122,816 |
| 137,569 |
| 1,784.6 |
The Group established a reverse factoring program with certain banks whereby a bank acts as the Group’s paying agent and pays the Group’s marketplace sellers on the date the payables are due. There are no assets pledged or other forms of guarantees provided as security under the program. Liabilities accrued under reverse factoring programs are included in the accounts payable, accrued and other liabilities line in the unaudited condensed consolidated balance sheets, because the program does not significantly extend payment terms beyond the normal terms agreed with other of the Group’s marketplace sellers that are not participating. The Group’s payments made under the program are reflected in cash flow from operating activities in the unaudited condensed consolidated statements of cash flows.
Other Income, Net
Other income, net includes foreign exchange gains in the amount of RUB 1,672 and RUB 5,924 ($76.8) for the three months ended March 31, 2022 and 2023, respectively.
Income and Non-income Taxes Payable
Income and non-income taxes payable in the unaudited condensed consolidated balance sheets include income taxes payable in the amount of RUB 2,511 and RUB 1,529 ($19.8) as of December 31, 2022 and March 31, 2023, respectively.
Revenues
Revenues in the unaudited condensed consolidated statements of operations includes revenues related to sales of goods in the amount of RUB 18,914 and RUB 33,054 ($428.8) for the three months ended March 31, 2022 and 2023, respectively.
4. | FAIR VALUE MEASUREMENTS |
The fair value of assets and liabilities as of December 31, 2022 and March 31, 2023, including those measured at fair value on a recurring basis and excluding those which fair value approximates carrying value, consisted of the following:
| | As of December 31, 2022 | | As of March 31, 2023 | ||||||||||||||
|
| Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 |
| Level 2 |
| Level 3 |
| Total |
| Total |
| | RUB |
| RUB |
| RUB |
| RUB | | RUB | | RUB | | RUB | | RUB | | $ |
Assets: | | | | | | | | | | | | | | | | | | |
Loans granted (Note 3) |
| — | | 9,067 | | — | | 9,067 | | — | | 8,669 | | — | | 8,669 | | 112.5 |
|
| — | | 9,067 | | — | | 9,067 | | — | | 8,669 | | — | | 8,669 | | 112.5 |
Liabilities: | | | | | | | | | | | | | | | | | | |
Loans (Note 11) | | — | | — | | 46,134 | | 46,134 | | — | | — | | 67,723 | | 67,723 | | 878.5 |
|
| — | | — | | 46,134 | | 46,134 | | — | | — | | 67,723 | | 67,723 | | 878.5 |
F-12
YANDEX N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions of Russian rubles and U.S. dollars, except share and per share data)
The carrying amount and the fair value of loans received and loans granted as of December 31, 2022 and March 31, 2023 were as follows:
| December 31, 2022 | | March 31, 2023 | ||||||||
| Carrying | | Fair | | Carrying | | Fair | ||||
| RUB | | RUB | | RUB |
| $ |
| RUB |
| $ |
Assets: | | | | | | | | | | | |
Loans granted (Note 3) | 8,845 | | 9,067 | | 8,703 | | 112.9 | | 8,669 | | 112.5 |
| 8,845 | | 9,067 | | 8,703 | | 112.9 | | 8,669 | | 112.5 |
Liabilities: | | | | | | | | | | | |
Loans (Note 11) | 50,669 | | 46,134 | | 70,992 | | 921.0 | | 67,723 | | 878.5 |
| 50,669 | | 46,134 | | 70,992 | | 921.0 | | 67,723 | | 878.5 |
There were no transfers of financial assets and liabilities between the levels of the fair value hierarchy for the three months ended March 31, 2022 and 2023.
5. | PROPERTY AND EQUIPMENT |
Property and equipment, net of accumulated depreciation, as of December 31, 2022 and March 31, 2023 consisted of the following:
|
| December 31, |
| March 31, |
| March 31, |
| | RUB | | RUB | | $ |
Servers and network equipment |
| 98,446 | | 106,754 | | 1,384.8 |
Finance lease right-of-use assets |
| 26,674 | | 30,788 | | 399.4 |
Land, land rights and buildings |
| 19,096 | | 19,849 | | 257.5 |
Infrastructure systems |
| 19,120 | | 20,465 | | 265.5 |
Office furniture and equipment |
| 11,923 | | 12,668 | | 164.3 |
Other equipment |
| 10,063 | | 10,561 | | 137.0 |
Leasehold improvements | | 4,507 | | 4,554 | | 59.1 |
Assets not yet in use |
| 42,170 | | 40,422 | | 524.4 |
Total |
| 231,999 |
| 246,061 | | 3,192.0 |
Less: accumulated depreciation |
| (104,293) | | (112,418) | | (1,458.3) |
Total property and equipment |
| 127,706 |
| 133,643 | | 1,733.7 |
Assets not yet in use primarily represent building construction, server and network equipment, infrastructure systems, other equipment and assets under installation, including related prepayments, and comprise the cost of the assets and other direct costs applicable to purchase and installation. Leasehold improvements included in assets not yet in use amounted to RUB 364 and RUB 380 ($4.9) as of December 31, 2022 and March 31, 2023, respectively.
Depreciation expenses related to property and equipment for the three months ended March 31, 2022 and 2023 amounted to RUB 5,791 and RUB 6,181 ($80.2), respectively.
6. | LEASES |
The Group has operating leases for corporate offices, warehouses, sorting centers, cars and parking spots. The Group’s leases have remaining lease terms of 1 to 9 years, some of which include options to terminate the leases within 1 year.
The Group has finance leases for warehouses, call centers, sorting centers and cars. The Group’s leases have remaining lease terms of 1 to 19 years, some of which include options to terminate the leases within 1 year.
The components of lease expense comprise of the operating lease cost, which is disclosed in the unaudited condensed consolidated statements of cash flows, and the following costs:
F-13
YANDEX N.V.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In millions of Russian rubles and U.S. dollars, except share and per share data)
Variable lease payments mainly related to car leases for the carsharing business and represent mileage-based payments.
Supplemental balance sheet information related to leases was as follows:
| | December 31, | | March 31, | | March 31, |
| | RUB | | RUB | | $ |
Operating leases |
| | | | | |
Operating lease right-of-use assets | | 28,646 | | 28,666 | | 371.9 |
Operating lease liabilities, current (Note 3) | | 10,963 | | 11,648 | | 151.1 |
Operating lease liabilities, non-current | | 17,609 | | 16,821 | | 218.2 |
Total operating lease liabilities | | 28,572 | | 28,469 | | 369.3 |
| | | | | | |
Finance lease liability, current (Note 3) | | 2,788 | | 3,357 | | 43.6 |
Finance lease liability, non-current |