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Эмитент Аналитик Раскрытие
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HeadHunter Group PLC объявила сегодня свои финансовые результаты за квартал, закончившийся 30 сентября 2020 г.

Headhunter Group PLC
23.11.2020 08:07


1. Общие сведения

1.1. Полное фирменное наименование эмитента (для некоммерческой организации – наименование) Headhunter Group PLC

1.2. Сокращенное фирменное наименование эмитента Headhunter Group PLC

1.3. Место нахождения эмитента Dositheou 42, Strovolos, 2028, Nicosia Cyprus

1.4. Регистрационный номер эмитента HE332806

1.5. Номер налогоплательщика эмитента 12332806G

1.6. Уникальный код эмитента, присвоенный регистрирующим органом не применимо

1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации http://www.e-disclosure.ru/portal/company.aspx?id=38250

1.8. Дата наступления события (существенного факта), о котором составлено сообщение (если применимо) 21.11.2020

2. Содержание сообщения

(in millions of RUB and USD)

As of

September 30, 2020 As of

December 31, 2019 Change As of

September 30, 2020

RUB RUB USD

Net Working Capital(1) (3,111) (2,994) 3.9% (39.0)

Net Debt(1) (2) 3,102 3,040 2.0% 38.9

Net Debt to Adjusted EBITDA Ratio(1) 0.8x 0.8x

(1) Net Working Capital, Net Debt, and Net Debt to Adjusted EBITDA Ratio are non-IFRS financial measures. See “Use of Non-IFRS Financial Measures” elsewhere in this release for a description of these measures and a reconciliation to the nearest IFRS measure.

(2) For the purposes of calculation of this ratio as of September 30, 2020, Adjusted EBITDA is calculated on the last twelve months basis. See calculation of the Adjusted EBITDA on the last twelve months basis elsewhere in this release.

Net Working Capital as of September 30, 2020 decreased by ?117 million, or 3.9%, primarily due to an increase in trade and other payables and decrease in advances paid, caused by (i) deferral of annual D&O insurance policy prepayment to the fourth quarter of 2020; (ii) SPO-related professional services rendered in the third quarter of 2020 not paid as of the quarter-end, and (iii) an increase in payables attributable to on-line advertisement due to the timing of incurring these expenses in the period.

Net Debt increased by ?62 million, or 2.0%, primarily due to cash generated from operating activities (see “Cash Flows”), which was partly offset by decrease in loans and borrowings as of September 30, 2020, due to repayments to PJSC ‘VTB Bank’ in accordance with the repayment schedule.

Net Debt to Adjusted EBITDA Ratio as of September 30, 2020 was 0.8x, flat compared to December 31, 2019, as our Net Debt and Adjusted EBITDA on a last twelve months basis remained flat.

“Solid performance in the third quarter confirmed the continuous recovery trend observed since April, with improved KPIs translating into revenue growth across all client and product categories” said Mikhail Zhukov, Chief Executive Officer of HeadHunter Group PLC.

“We see meaningful opportunities arising in the transforming labor market, on the back of heightened digitalization of employment patterns. While this trend has already become increasingly prevalent across the industry in recent years, the lockdown has highlighted an importance and efficiency of remote solutions and accelerated the structural transition from offline to online recruitment channels.

Whilst the final outcome remains unclear, to date we have seen the second spike of the COVID-19 disrupting business activity to a much lower extent compared to the beginning of the pandemic. Employers and job seekers seem to have at least partially adapted to the ‘new reality’ whilst the Russian Government has managed to combat the spreading of the virus without imposing harsh restrictions on the economy. As a result, we have not observed any particular negative effect on our operational and financial metrics from the second spike to date and expect to keep further growing our resilient business.”

Impact of COVID-19 on Our Operations and Financial Position

In March 2020, the World Health Organization declared the spread of COVID-19 virus a global pandemic.

We observed no specific impact of COVID-19 on our financial position as of September 30, 2020. However, our financial results for the second and the third quarter of 2020 were significantly affected. A decrease in the number of job postings and the number of new CV database subscriptions resulted in a decrease in revenues in the second quarter of 2020. As a response to a decrease in revenue, we implemented various cost-cutting initiatives, including putting all non-essential hiring on hold. In the third quarter of 2020, we saw our KPIs and revenues gradually recovering. Accordingly, we removed most of our cost-saving restrictions in the third quarter of 2020.

Our liquidity analysis based on our recent performance and current estimates shows that we have adequate resources to finance our operations for the foreseeable future. As at September 30, 2020, we were compliant with all financial and other covenants per our bank loan agreement. Based on current projections on our future performance, we expect to remain compliant with these covenants for at least 12 months from the date when this financial information was authorised for issue. In compliance with the recommendations of the authorities, we migrated to working from home from mid-March 2020, and have remained fully operational during the pandemic.

Our financial position, results and liquidity may be affected in the future by any further adverse developments related to COVID-19.

Operating Segments

For management purposes, we are organized into operating segments based on the geography of our operations. Our operating segments include “Russia,” “Belarus,” “Kazakhstan” and other countries. As each segment, other than Russia, individually comprises less than 10% of our revenue, for reporting purposes we combine all segments other than Russia into the “Other segments” category.

Customers

We sell our services predominantly to businesses that are looking for job seekers to fill vacancies inside their organizations. We refer to such businesses as “customers.” In Russia, we divide our customers into (i) Key Accounts and (ii) Small and Medium Accounts, based on their annual revenue and employee headcount. We define “Key Accounts” as customers who, according to the Spark-Interfax database, have an annual revenue of ?2 billion or more or a headcount of 250 or more employees and have not marked themselves as recruiting agencies on their page on our website, and we define “Small and Medium Accounts” as customers who, according to the Spark-Interfax database, have both an annual revenue of less than ?2 billion and a headcount of less than 250 employees and have not marked themselves as recruiting agencies on their page on our website. Our website allows several legal entities and/or natural persons to be registered, each with a unique identification number, under a single account page (e.g., a group of companies). Each legal entity registered under a single account is defined as a separate customer and is included in the number of paying customers metric. Natural persons registered under a single account are assumed to be employees of the legal entities of that account and thus, are not considered separate customers and are not included in the number of paying customers metric. However, in a specific reporting period, if only natural persons used our services under such account, they are collectively included in the number of paying customers as one customer.

Seasonality

Revenue

We generally do not experience seasonal fluctuations in demand for our services and prior to COVID-19 our revenue remained relatively stable throughout each quarter. However, our customers are predominately businesses and, therefore, use our services mostly on business days. As a result, our quarterly revenue is affected by the number of business days in a quarter, with the exception of our services that represent “stand-ready” performance obligations, such as subscriptions to access our curriculum vitae (“CV”) database, which are satisfied over the period of subscription, including weekends and holidays.

Public holidays in Russia predominantly fall during the first quarter of each year, which results in lower business activity in that quarter. Accordingly, our first quarter revenue is typically slightly lower than in the other quarters. For example, our first quarter revenue in our Russia segment in 2018 and 2019 was 20.9% and 21.6%, respectively.

The number of business days in a quarter may also be affected by calendar layout in a specific year. In addition, the Government of Russia decides on an annual basis how public holidays that occur on weekends will be reallocated to business days throughout the year as a requirement of the Labor Code of Russia. As a result, the number of business days in a quarter may be different in each year (while the total number of business days in a year usually remains the same). Therefore, the comparability of our quarterly results, including with respect to our revenue growth rate, may be affected by this variance. In addition, when a calendar layout in a specific year provides for several consecutive holidays or a small number of business days between holidays or holidays adjacent to weekends, HR managers of our customers may take short vacations, further contributing to the decrease in business activities in these periods.

The following table illustrates the number of business days by quarter for the years 2018 to 2020. In 2020 there is 1 business day more in the second quarter and in the total year and the same number of business days in the first, third and fourth quarters, meaning that the calendar layout in 2020 is substantially the same as in 2019, allowing for good comparability of our quarterly results:

Number of business days As % of total business days per year

2020 2019 2018 2020 2019 2018

First quarter 57 57 56 23.0 % 23.1 % 22.7 %

Second quarter 60 59 61 24.2 % 23.9 % 24.7 %

Third quarter 66 66 65 26.6 % 26.7 % 26.3 %

Fourth quarter 65 65 65 26.2 % 26.3 % 26.3 %

Year 248 247 247 100.0 % 100.0 % 100.0 %

On March 25, 2020, in response to the COVID-19 pandemic, the period from March 30, 2020 to May 11, 2020 was announced a ‘period of non-working days’ in Russia. As a result, two and 22 working days formally became non-working in the first and second quarter of 2020, respectively. However, at least some level of business activity was retained during this period, as remote work was encouraged and some sectors such as banking were functioning with limited capacity.

Operating costs and expenses (exclusive of depreciation and amortization)

Our operating costs and expenses (exclusive of depreciation and amortization) consist primarily of personnel and marketing expenses. Personnel and marketing expenses, in total, accounted for 76.3% and 77.4% of our total operating costs and expenses (exclusive of depreciation and amortization) for the years ended December 31, 2019 and December 31, 2018, respectively. Most of our marketing and personnel expenses are fixed and not directly tied to our revenue.

Marketing expenses are more volatile in terms of allocation to quarters and are affected by our decisions on how we realize our strategy in a particular year, which can differ from year to year. Therefore, total marketing expenses as a percentage of revenue for a particular quarter may not be fully representative of the whole year. Personnel expenses are relatively stable over the year; however, they are also affected by other dynamics, such as our hiring decisions. Some costs and expenses, such as share-based compensation or foreign exchange gains or losses, can be significantly concentrated in a particular quarter.

As an example, the third quarter segment external expenses in our Russia segment in 2018 and 2019 were 24.7% and 26.4%, respectively, of total Russia segment external expenses for the year.

Net income and Adjusted EBITDA

Even though our revenue remains relatively stable throughout each quarter, seasonal revenue fluctuations, as described above, affect our net income. As a result of revenue seasonality, our profitability in the first quarter is usually lower than in other quarters and for the full year, because our expenses as a percentage of revenue are usually higher in the first quarter due to lower revenue. For example, our Adjusted EBITDA margin was 46.1% for the first quarter of 2019, compared to 50.5% for the full year 2019. Our profitability is also affected by our decisions on timing of expenses, again as described above.

Contract liabilities

Our contract liabilities are affected by the annual subscriptions’ renewal cycle in our Key Accounts customer segment. A substantial number of our Key Accounts renew their subscriptions in the first quarter but prepay us in the fourth quarter of a previous year, as per our normal payment terms. As a result, we receive substantial prepayments from our customers in the fourth quarter which causes a consequential increase in our contract liabilities at the end of that quarter. For example, our contract liabilities as of March 31, June 30, September 30, and December 31, 2019 were ?2,107 million, ?2,041 million, ?1,971 million, and ?2,367 million, respectively.

Net cash generated from operating activities

Our net cash generated from operating activities is affected by seasonal fluctuations in business activity as explained in “Revenue” and by substantial prepayments from our customers (see “Contract liabilities”), as well as by our decisions in regard to timing of expenses (see “Operating expenses (exclusive of depreciation and amortization)”), and to a lesser extent by payment terms provided to us by our largest suppliers, such as TV advertising agencies and others.

Net Working Capital

Our Net Working Capital is primarily affected by changes in our contract liabilities as discussed above. As our contract liabilities have usually been highest in the fourth quarter, our Net Working Capital has usually been lowest in the fourth quarter. For example, our Net Working Capital of March 31, June 30, September 30, and December 31, 2019 was ?(2,672) million, ?(2,697) million, ?(2,588) million, and ?(2,994) million, respectively. However, for 2020 we decided not to offer customers an opportunity to renew a contract for the same price if they paid us before January 1, 2020, which was the effective date of our new price list. This resulted in some customers shifting their payments from the fourth quarter of 2019 to the first quarter of 2020 and accordingly there were lower than expected contact liabilities as of December 31, 2019. In the future, our Net Working Capital pattern will depend on whether we offer such an opportunity to our customers.

Third Quarter 2020 Results

Our revenue was ?2,308 million for the three months ended September 30, 2020 compared to ?2,142 million for the three months ended September 30, 2019. Revenue for the three months ended September 30, 2020 increased by ?166 million, or 7.7%, compared to the three months ended September 30, 2019 primarily due to an increase the number of paying customers in our Russia segment. In our Other segment, revenue for the three months ended September 30, 2020 decreased by ?15 million, or 9.4%, compared to the three months ended September 30, 2019 on the back of political turmoil in Belarus.

The following table breaks down revenue by product:

For the three months

ended September 30, For the nine months

ended September 30,

(in thousands of RUB) 2020 2019 Change 2020 2019 Change

Bundled Subscriptions 616,501 584,492 5.5 % 1,718,711 1,642,467 4.6 %

CV Database Access 504,234 493,409 2.2 % 1,321,800 1,312,798 0.7 %

Job Postings 973,618 879,272 10.7 % 2,260,150 2,290,258 (1.3 )%

Other value-added

services 213,848 185,149 15.5 % 531,784 476,860 11.5 %

Total revenue 2,308,201 2,142,322 7.7 % 5,832,445 5,722,383 1.9 %

The following table sets forth the revenue broken down by type of customer and region:

For the three months ended

September 30, For the nine months ended

September 30,

(in thousands of RUB) 2020 2019 Change 2020 2019 Change

Key Accounts in Russia

Moscow and St. Petersburg 564,798 515,281 9.6 % 1,493,220 1,443,978 3.4 %

Other regions of Russia 214,301 178,432 20.1 % 578,475 464,018 24.7 %

Sub-total 779,099 693,713 12.3 % 2,071,695 1,907,996 8.6 %

Small and Medium Accounts in

Russia

Moscow and St. Petersburg 735,865 731,744 0.6 % 1,779,545 1,930,182 (7.8 )%

Other regions of Russia 539,058 461,140 16.9 % 1,288,564 1,195,879 7.8 %

Sub-total 1,274,923 1,192,884 6.9 % 3,068,109 3,126,061 (1.9 )%

Foreign customers of Russia

segment 14,283 6,098 134.2 % 42,014 36,128 16.3 %

Other customers in Russia 96,949 91,774 5.6 % 243,153 227,535 6.9 %

Total for “Russia” operating

segment 2,165,254 1,984,469 9.1 % 5,424,971 5,297,720 2.4 %

Other segments 142,947 157,853 (9.4 )% 407,474 424,663 (4.0 )%

Total revenue 2,308,201 2,142,322 7.7 % 5,832,445 5,722,383 1.9 %

The following table sets forth the number of paying customers and ARPC for the periods indicated:

For the three months ended

September 30, For the nine months ended

September 30,

2020 2019 Change 2020 2019 Change

Number of paying customers

Russia segment

Key Accounts

Moscow and St. Petersburg 4,716 4,517 4.4 % 5,280 5,144 2.6 %

Other regions of Russia 5,222 4,570 14.3 % 5,938 5,340 11.2 %

Key Accounts, total 9,938 9,087 9.4 % 11,218 10,484 7.0 %

Small and Medium Accounts

Moscow and St. Petersburg 72,313 68,376 5.8 % 106,793 107,066 (0.3 )%

Other regions of Russia 101,253 85,525 18.4 % 150,950 138,743 8.8 %

Small and Medium Accounts, total 173,566 153,901 12.8 % 257,743 245,809 4.9 %

Foreign customers of Russia segment 700 493 42.0 % 1,297 990 31.0 %

Total for “Russia” operating segment 184,204 163,481 12.7 % 270,258 257,283 5.0 %

Other segments, total 11,237 14,013 (19.8 )% 19,049 21,665 (12.1 )%

Total number of paying customers 195,441 177,494 10.1 % 289,307 278,948 3.7 %

ARPC (in RUB)

Russia segment

Key Accounts

Moscow and St. Petersburg 119,762 114,076 5.0 % 282,807 280,711 0.7 %

Other regions of Russia 41,038 39,044 5.1 % 97,419 86,895 12.1 %

Key Accounts, total 78,396 76,341 2.7 % 184,676 181,991 1.5 %

Small and Medium Accounts

Moscow and St. Petersburg 10,176 10,702 (4.9 )% 16,663 18,028 (7.6 )%

Other regions of Russia 5,324 5,392 (1.3 )% 8,536 8,619 (1.0 )%

Small and Medium Accounts,

total 7,345 7,751 (5.2 )% 11,904 12,717 (6.4 )%

Other segments, total 12,721 11,265 12.9 % 21,391 19,601 9.1 %

Lifting of COVID-19 related restrictions resulted in gradual recovery in business activity during the third quarter of 2020, and the increase in the number of paying customers in all customer segments.

Our ARPC dynamics in the third quarter of 2020 reflects our price increases effective from 2020, as well as reduced consumption on the back of COVID-19.

? The increase in the ARPC in our Key Accounts by 2.7% was due to an increase in the average price per unit (e.g. by 13.0% and 10.2% on average for CV database and bundled subscriptions in Moscow and St. Petersburg and Other regions, respectively, and by 21.4% and 18.4% on average for job postings in Moscow and St. Petersburg and Other regions, respectively), that was partly offset by a decline in the number of units per customer (e.g. by 7.2% and 5.8% on average for CV database and bundled subscriptions in Moscow and St. Petersburg and Other regions, respectively, and by 6.7% on average for job postings in Moscow and St. Petersburg).

? The decrease in the ARPC in our Small and Medium Accounts by 5.2% was mostly driven by a decline in the number of units per customer (e.g. by 23.0% and 15.6% on average for CV and bundled subscriptions in Moscow and St. Petersburg and Other regions, respectively, and by 3.9% on average for job postings in Other regions), partly offset by an increase in the average price per unit (e.g. by 14.1% and 11.7% on average for CV database and bundled subscriptions in Moscow and St. Petersburg and Other regions, respectively, and by 10.2% on average for job postings in Other regions).

In both Key Accounts and Small and Medium Accounts, our customers in the Other regions of Russia were evidently less impacted by the COVID-19 pandemic, as restrictive measures in the regions were less severe than in Moscow and St. Petersburg.

Operating Costs and Expenses (exclusive of depreciation and amortization)

Operating costs and expenses (exclusive of depreciation and amortization) were ?1,183 million for the three months ended September 30, 2020 compared to ?1,092 million for the three months ended September 30, 2019, representing an increase by ?91 million, or 8.4%.

(in thousands of RUB) For the three months ended

September 30, For the nine months ended

September 30,

2020 2019 Change 2020 2019 Change

Personnel expenses (649,869 ) (557,037 ) 16.7 % (1,771,614 ) (1,629,293 ) 8.7 %

Marketing expenses (234,768 ) (292,801 ) (19.8 )% (787,028 ) (772,404 ) 1.9 %

Other general and

administrative expenses:

Subcontractors and other expenses related

to provision of services (52,873 ) (47,398 ) 11.6 % (130,701 ) (126,854 ) 3.0 %

Office rent and maintenance (42,390 ) (48,625 ) (12.8 )% (122,425 ) (148,352 ) (17.5 )%

Professional services (128,178 ) (50,865 ) 152.0 % (245,048 ) (295,592 ) (17.1 )%

Insurance expense (46,354 ) (43,624 ) 6.3 % (133,397 ) (68,797 ) 93.9 %

Hosting and other web-site maintenance (11,960 ) (10,893 ) 9.8 % (34,543 ) (28,703 ) 20.3 %

Other operating

expenses (16,428 ) (40,392 ) (59.3 )% (47,748 ) (87,148 ) (45.2 )%

Total other general and administrative

expenses (298,183 ) (241,797 ) 23.3 % (713,862 ) (755,446 ) (5.5 )%

Operating costs and expenses

(exclusive of depreciation and amortization) (1,182,820 ) (1,091,635 ) 8.4 % (3,272,504 ) (3,157,143 ) 3.7 %

Operating costs and expenses (exclusive of depreciation and amortization) as percentage of revenue:

For the three months ended

September 30, For the nine months ended

September 30,

2020 2019 Change 2020 2019 Change

Personnel expenses 28.2 % 26.0 % 2.2 % 30.4 % 28.5 % 1.9 %

Marketing expenses 10.2 % 13.7 % (3.5 )% 13.5 % 13.5 % 0.0 %

Other general and

administrative expenses:

Subcontractors and other

expenses related to

provision of services 2.3 % 2.2 % 0.1 % 2.2 % 2.2 % 0.0 %

Office rent and maintenance 1.8 % 2.3 % (0.4 )% 2.1 % 2.6 % (0.5 )%

Professional services 5.6 % 2.4 % 3.2 % 4.2 % 5.2 % (1.0 )%

Insurance expense 2.0 % 2.0 % 0.0 % 2.3 % 1.2 % 1.1 %

Hosting and other web-site

maintenance 0.5 % 0.5 % 0.0 % 0.6 % 0.5 % 0.1 %

Other operating expenses 0.7 % 1.9 % (1.2 )% 0.8 % 1.5 % (0.7 )%

Total other general and

administrative

expenses 12.9 % 11.3 % 1.6 % 12.2 % 13.2 % (1.0 )%

Operating costs and expenses

(exclusive of depreciation and amortization) 51.2 % 51.0 % 0.3 % 56.1 % 55.2 % 0.9 %

Personnel expenses

Personnel expenses for the three months ended September 30, 2020 increased by ?93 million, or 16.7%, compared to the three months ended September 30, 2019 primarily due to: (i) an increase in salaries due to indexation of wages effective from the beginning of 2020 and an increase in headcount from 758 as of September 30, 2019 to 800 as of September 30, 2020, and (ii) cash bonus and cash-settled share-based awards related to the SPO transaction in July 2020.

Personnel expenses increased as a percentage of revenue from 26.0% in the third quarter 2019 to 28.2% in the third quarter of 2020. Personnel expenses excluding share-based compensations and expenses related to SPO transaction in July 2020 were 24.3% of our revenue in the third quarter of 2020, flat compared to 23.9% in the third quarter of 2019. See “Use of Non-IFRS Financial Measures” elsewhere in this release for a reconciliation to the nearest IFRS measure.

Marketing expenses

Marketing expenses for the three months ended September 30, 2020 decreased by ?58 million, or 19.8%, compared to the three months ended September 30, 2019 primarily due to the allocation of our TV advertisement and other expenses.

Marketing expenses as percentage of revenue decreased to 10.2% in the third quarter of 2020 from 13.7% in the third quarter of 2019, due to allocation of expenses.

Other general and administrative expenses

Our other general and administrative expenses consist primarily of professional services, insurance costs and office rent and maintenance costs. Our total other general and administrative expenses for the three months ended September 30, 2020 increased by ?56 million, or 23.3%, compared to the three months ended September 30, 2019, due to mainly SPO-related professional costs in the third quarter of 2020 not occurring in the third quarter 2019, partly offset by a decrease in other operating expenses mostly due to decline in business travelling expenses on the back of COVID-19 pandemic.

Our other general and administrative expenses as a percentage of revenue increased to 12.9% in the third quarter of 2020 from 11.3% in the third quarter 2019, due to the increase in expenses related to the SPO transaction in July 2020. Excluding other financing and transactional costs and insurance cover related to IPO, our other general and administrative expenses were 9.0% of our revenue in the third quarter of 2020, relatively flat compared to 9.5% in the third quarter 2019. See “Use of Non-IFRS Financial Measures” elsewhere in this release for a reconciliation to the nearest IFRS measure.

Net foreign exchange gain

Net foreign exchange loss was ?10 million for the three months ended September 30, 2020 compared to ?11 million gain for the three months ended September 30, 2019. The net foreign exchange loss for the three months ended September 30, 2020 reflects mostly the foreign exchange loss on USD-denominated dividend payable, partly offset by the foreign exchange gain on the USD-denominated cash balances.

Depreciation and amortization

Depreciation and amortization were ?187 million for the three months ended September 30, 2020 were relatively flat compared to ?172 million for the three months ended September 30, 2019. The increase mainly relates to capital expenditures incurred in the renovation of office premises and the related acquisition of furniture and equipment.

Finance income and costs

Our finance income was ?15 million for the three months ended September 30, 2020 compared to ?12 million for the three months ended September 30, 2019, primarily due to a modification gain of ?5 million caused by a change in the terms of the loan issued by PJSC ‘VTB Bank’ that was partly offset by a decrease in income from cash deposits.

Finance costs were ?93 million for the three months ended September 30, 2020 compared to ?145 million for the three months ended September 30, 2019. Finance costs for the three months ended September 30, 2020 decreased by ?53 million, or 36.4%, compared to the three months ended September 30, 2019 primarily due to a gradual decrease in the Key Rate of the Central Bank of Russia over the last 12 months from 7% as of September 30, 2019 to 4.25% as of September 30, 2020 that resulted in a decrease in the interest charge accrued on our bank loan.

Income tax expense

Income tax expense for the three months ended September 30, 2020 increased by ?73 million, or 37.9%, compared to the three months ended September 30, 2019 primarily due to increase in the effective tax rate coupled with an increase in the taxable profit.

The effective tax rate has increased to 31.1% for the three months ended September 30, 2020 from 25.1% for the three months ended September 30, 2019 mainly due to (a) non-deductible SPO-related expense occurred in the three months ended September 30, 2020 not occurring in the three months ended September 30, 2019, and (b) the reversal of provision for uncertain tax positions in the third quarter of 2019. Without the effect from the reversal in prior year and effect from non-deductible SPO-related expense in current year, the effective tax rate for the three months ended September 30, 2019 would have been 28.4% and the effective tax rate for the three months ended September 30, 2020 would have been 28.0%, respectively.

Net income, Adjusted EBITDA and Adjusted Net Income

In the three months ended September 30, 2020 compared to the three months ended September 30, 2019, our net income has increased by 2.6% to ?585 million, our Adjusted EBITDA has increased by 19.0% to ? 1,363 million, and our Adjusted Net Income has increased by 26.1% to ?922 million, primarily due to the reasons described above.

Cash Flows

The following table sets forth the summary cash flow statements for the periods indicated:

(in thousands of RUB) For the nine months ended September 30,

2020 2019 Change

Net cash generated from operating activities 1,948,946 1,569,252 379,694

Net cash used in investing activities (180,524 ) (493,824 ) 313,300

Net cash used in financing activities (2,735,530 ) (2,334,096 ) (401,434 )

Net increase/(decrease) in cash and cash equivalents (967,108 ) (1,258,668 ) 291,560

Cash and cash equivalents, beginning of period 2,089,215 2,861,110 (771,895 )

Effect of exchange rate changes on cash 197,821 (63,035 ) 260,856

Cash and cash equivalents, end of period 1,319,928 1,539,407 (219,479 )

Net cash generated from operating activities

For the nine months ended September 30, 2020, net cash generated from operating activities was ?1,949 million compared to ?1,569 million for the nine months ended September 30, 2019. The change between the periods of ?380 million was primarily driven by: (i) a decrease in interest paid due to decreases in the Key Rate of Central Bank of Russia, (ii) decrease in income tax paid, and (iii) decrease in advances paid, primarily due to the deferral of the annual D&O insurance policy prepayment to the fourth quarter of 2020.

Net cash used in investing activities

For the nine months ended September 30, 2020, net cash used in investing activities was P181 million compared to ?494 million for the nine months ended September 30, 2019. The change between the periods of ?313 million was mainly due to the acquisition of a 25.01% ownership interest in LLC “Skilaz” for ?232 million in the first quarter of 2019.

Net cash used in financing activities

For the nine months ended September 30, 2020, net cash used in financing activities was ?2,736 million compared to ?2,334 million for the nine months ended September 30, 2019. Change between the periods in cash used in financing activities by ?401 was due to increase in dividends paid to shareholders in September 2020, that was partly offset by repayment of the loan to an associate of the non-controlling shareholder in March 2019.

Capital Expenditures

Our additions to property and equipment and intangible assets for the nine months ended September 30, 2020 were ?213 million, a decrease of ?124 million compared to ?337 million for the nine months ended September 30, 2019, primarily due to a decrease in the office renovation expenses, as we completed our office renovation project in Moscow in the second quarter of 2020, and our cost savings initiatives.

Third Quarter 2020 Financial Results Conference Call

Conference Call Information

We will host a conference call and webcast to discuss results at 9:00 a.m. U.S. Eastern Time (5:00 p.m. Moscow time, 2:00 p.m. London time) on November 20, 2020.

We recommend using the dial-in option only if you would like to ask questions. In this case please dial in at least 15 minutes prior to the call start time and clearly state the requested information. For listen only mode, please use the webcast link.

To participate in the conference call, please use the following details:

Standard International: +44 (0) 2071 928338

UK (local): +44 (0) 8444 819752

UK (toll free): 0800 279 6619

USA (local): +1 646 741 3167

USA (toll free): +1 877 870 9135

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Russian Federation (toll free): 810 800 2114 4011

Conference ID: 2992016

Webcast:

https://edge.media-server.com/mmc/p/xcs64ueg

Contacts:

Investor Inquiries:

Roman Safiyulin

Phone: +7 966 005-17-82

E-mail: r.safiyulin@hh.ru

Media Inquiries:

Alexander Dzhabarov

Phone: +7 926 687-2624

E-mail: a.dzhabarov@hh.ru

About HeadHunter Group PLC

HeadHunter is the leading online recruitment platform in Russia and the Commonwealth of Independent States focused on providing comprehensive talent acquisition services, such as access to extensive CV database, job postings (jobs classifieds platform) and a portfolio of value-added services.

USE OF NON-IFRS FINANCIAL MEASURES

To supplement our consolidated financial statements, which is prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board (“IASB”), we present the following non-IFRS1 financial measures: Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin. The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with IFRS. For more information on these non-IFRS financial measures, please see the tables captioned “Reconciliations of non-IFRS financial measures to the nearest comparable IFRS measures”, included following the accompanying financial tables. We define the various non-IFRS financial measures we use as follows:

“Adjusted EBITDA” as net income (loss) plus: (1) income tax expense; (2) net interest expense/(income); (3) depreciation and amortization; (4) transaction costs related to business combinations; (5) (gain)/loss on the disposal of subsidiary; (6) transaction costs related to disposal of subsidiary; (7) expenses related to equity-settled awards, including related social taxes; (8) IPO-related costs and other income/(loss) not related to underlying business activity; (9) insurance expenses related to the IPO; (10) (income) from the depositary; (11) one-off litigation settlement and related legal costs; and (12) share of (profit)/loss of equity-accounted investees; (13) other financing and transactional costs.

“Adjusted Net Income” as net income (loss) plus: (1) transaction costs related to business combinations; (2) (gain)/loss on the disposal of subsidiary; (3) transaction costs related to the disposal of subsidiary; (4) expenses related to equity-settled awards, including related social taxes; (5) IPO-related costs and other income/(loss) not related to underlying business activity; (6) insurance expenses related to IPO; (7) (income) from the depositary; (8) one-off litigation settlement and related legal costs; (9) share of (profit)/loss of equity-accounted investees; (10) amortization of intangible assets recognized upon the acquisition by HeadHunter Group PLC of the outstanding equity interests of HeadHunter FSU Limited from Mail.Ru Group Limited; (11) the tax effect of the adjustment described in (10); (12) (gain) or loss related to the remeasurement and expiration of a tax indemnification asset; (13) net (gain) or loss on financial assets measured at fair value through profit and loss; (14) other financing and transactional costs

“Adjusted EBITDA Margin” as Adjusted EBITDA divided by revenue.

“Adjusted Net Income Margin” as Adjusted Net Income divided by revenue.

Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin are used by our management to monitor the underlying performance of the business and its operations. Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin as reported by us to Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin as reported by other companies. Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin are unaudited and have not been prepared in accordance with IFRS or any other generally accepted accounting principles.

Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin are not measurements of performance under IFRS or any other generally accepted accounting principles, and you should not consider Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin or Adjusted Net Income Margin as alternatives to net income, operating profit or other financial measures determined in accordance with IFRS or other generally accepted accounting principles. Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations are:

________________________

1 Denotes International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).

Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments,

Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin do not reflect changes in, or cash requirements for, our working capital needs, and

the fact that other companies in our industry may calculate Adjusted EBITDA, Adjusted Net Income, Adjusted EBITDA Margin and Adjusted Net Income Margin differently than we do, which limits their usefulness as comparative measures.

The tables at the end of this release provide detailed reconciliations of each non-IFRS financial measure we use to the most directly comparable IFRS financial measure.

We provide earnings guidance on a non-IFRS basis and do not provide earnings guidance on an IFRS basis. A reconciliation of our Adjusted EBITDA Margin 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 depreciation and amortization, expenses related to equity-settled awards and the other adjustments reflected in our reconciliation of historical non-IFRS financial measures, the amounts of which, could be material.

Adjusted Operating Costs and Expenses (Exclusive of Depreciation and Amortization)

Adjusted Operating Costs and Expenses (Exclusive of Depreciation and Amortization) is a financial measure not defined under IFRS. We believe that Adjusted Operating Costs and Expenses (Exclusive of Depreciation and Amortization) is a useful metric to assess our operating activities. We excluded expenses incurred in connection with potential financing and strategic transactions, including IPO and SPO- related expenses that are not indicative of our ongoing expenses. We also excluded equity-settled awards as these are non-cash expenses and highly dependent on our share price at the time of equity award grants. Therefore, we believe that it is useful for investors and analysts to see operating costs and expenses financial measures excluding the impact of these charges in order to obtain a clearer picture of our operating activity . Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. See the tables at the end of this release providing the calculation of Adjusted Operating Costs and Expenses (Exclusive of Depreciation and Amortization).

Net Working Capital

Net Working Capital is a financial measure not defined under IFRS. We believe that Net Working Capital is a useful metric to assess our ability to service debt, fund new investment opportunities, distribute dividends to our shareholders and assess our working capital requirements. Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. See the tables at the end of this release providing the calculation of Net Working Capital.

Net Debt and Net Debt to Adjusted EBITDA Ratio

Net Debt and Net Debt to Adjusted EBITDA Ratio are financial measure not defined under IFRS. We believe that Net Debt and Net Debt to Adjusted EBITDA Ratio are important measures that indicate our ability to repay outstanding debt. These measures should not be considered in isolation or as a substitute for any standardized measure under IFRS. Other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures. See the tables at the end of this release providing the calculation of Net Debt and discussion of Net Debt to Adjusted EBITDA Ratio.

FORWARD-LOOKING STATEMENTS

This press 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 expected financial performance and operational performance for the year ending December 31, 2020, the anticipated impact of the COVID-19 pandemic on our business and results of operations, the sufficiency of our resources and our ability to finance our operations for the foreseeable future, as well as statements that include the words “expect,” “intend,” “plan,” “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. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others, significant competition in our markets, our ability to maintain and enhance our brand, our ability to improve our user experience and product offerings, our ability to respond to industry developments, our reliance on Russian Internet infrastructure, macroeconomic and global geopolitical developments affecting the Russian economy or our business, including the impact of the COVID-19 pandemic, changes in the political, legal and/or regulatory environment, privacy and data protection concerns and our need to expend capital to accommodate the growth of the business, as well as those risks and uncertainties included under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019 and our prospectus pursuant to Rule 424(b) filed with the SEC on July 16, 2020, as such factors may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (“SEC”), each of which is on file with the SEC and is available on the SEC website at www.sec.gov. 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.

Unaudited Condensed Consolidated Interim Statement of Income and Comprehensive Income

(in thousands of RUB and USD, except per share amounts)

For the three months ended September 30, For the nine months ended September 30,

2020 2019 2020 2020 2019 2020

RUB RUB USD RUB RUB USD

Revenue 2,308,201 2,142,322 28,967 5,832,445 5,722,383 73,194

Operating costs and expenses (exclusive of depreciation and amortization) (1,182,820 ) (1,091,635 ) (14,844 ) (3,272,504 ) (3,157,143 ) (41,068 )

Depreciation and

amortization (187,187 ) (171,704 ) (2,349 ) (555,497 ) (505,531 ) (6,971 )

Operating income 938,194 878,983 11,774 2,004,444 2,059,709 25,155

Finance income 14,667 12,031 184 42,437 57,723 533

Finance costs (92,569 ) (145,481 ) (1,162 ) (320,066 ) (470,160 ) (4,017 )

Net foreign exchange

(loss)/gain (10,294 ) 11,398 168 84,474 (24,730 ) 426

Share of loss of equity-accounted

investees (net of income tax) (14,030 ) (3,536 ) (129 ) (38,776 ) (8,584 ) 1,060

Other income 13,358 8,613 (176 ) 33,954 13,544 (487 )

Profit before income

tax 849,326 762,008 10,659 1,806,467 1,627,502 22,670

Income tax expense (263,987 ) (191,435 ) (3,313 ) (570,446 ) (542,918 ) (7,159 )

Net income for the

period 585,339 570,573 7,346 1,236,021 1,084,584 15,511

Attributable to:

Owners of the

Company 545,198 531,399 6,842 1,127,945 982,092 14,155

Non-controlling

interest 40,141 39,174 504 108,076 102,492 1,356

Comprehensive

income/(loss)

Items that are or may

be reclassified

subsequently to profit or loss:

Foreign currency translation differences 25,484 1,331 320 42,024 (25,591 ) 527

Total comprehensive

income, net of tax 610,823 571,904 7,666 1,278,045 1,058,993 16,039

Attributable to:

Owners of the

Company 568,013 532,754 7,128 1,164,721 958,155 14,617

Non-controlling

interest 42,810 39,150 537 113,324 100,838 1,422

Earnings per share

Basic (in Russian Roubles per share) 10.8 10.6 0.14 22.5 19.6 0.28

Diluted (in Russian Roubles per share) 10.6 10.3 0.13 21.9 19.3 0.27

Unaudited Condensed Consolidated Interim Statement of Financial Position

As at

(in thousands of Russian Roubles)

September 30, 2020 December 31, 2019 September 30, 2020

RUB RUB USD

Non-current assets

Goodwill 6,981,576 6,954,183 87,615

Intangible assets 2,408,527 2,733,417 30,226

Property and equipment 467,754 429,744 5,870

Equity-accounted investees 140,070 178,847 1,758

Right-of-use assets 223,757 279,249 2,808

Deferred tax assets 154,833 149,835 181

Loans issued to equity-accounted

investees 14,426 – 1,943

Other financial assets 16,917 25,341 212

Other non-current assets 21,817 22,134 274

Total non-current assets 10,429,677 10,772,750 130,887

Current assets

Trade and other receivables 73,486 57,908 922

Prepaid expenses and other current assets 65,205 119,249 818

Loans issued to equity-accounted

investees (current portion) 4,809 – 60

Cash and cash equivalents 1,319,928 2,089,215 16,565

Total current assets 1,463,428 2,266,372 18,365

Total assets 11,893,105 13,039,122 149,252

Equity

Share capital 8,597 8,547 108

Share premium 1,958,087 1,863,877 24,573

Foreign currency translation reserve (68,415 ) (105,191 ) (859 )

Retained earnings 915,122 1,587,697 11,484

Total equity attributable to owners of

the Company 2,813,391 3,354,930 35,307

Non-controlling interest 43,505 33,263 546

Total equity 2,856,896 3,388,193 35,853

Non-current liabilities

Loans and borrowings 3,947,986 4,064,501 49,545

Lease liabilities 176,859 230,802 2,219

Deferred tax liabilities 450,436 512,804 5,653

Trade and other payables 6,722 4,239 84

Provisions 48,537 19,498 609

Other non-current liabilities 105,622 126,828 1,326

Total non-current liabilities 4,736,162 4,958,672 59,436

Current liabilities

Contract liabilities 2,323,073 2,367,416 29,153

Trade and other payables 900,958 780,219 11,307

Loans and borrowings (current portion) 473,571 1,064,554 5,943

Lease liabilities (current portion) 72,877 59,816 915

Income tax payable 434,505 369,974

Provisions (current portion) 69,377 26,398

Other current liabilities 25,686 23,880 322

Total current liabilities 4,300,047 4,692,257 53,963

Total liabilities 9,036,209 9,650,929 113,400

Total equity and liabilities 11,893,105 13,039,122 149,252

Unaudited Condensed Consolidated Interim Statement of Cash Flows

For the nine months ended

(in thousands of Russian Roubles)

For the nine months ended

September 30, 2020 For the nine months ended

September 30, 2019 For the nine months ended

September 30, 2020

RUB RUB USD

OPERATING ACTIVITIES:

Net income for the period 1,236,021 1,084,584 15,511

Adjusted for non-cash items and items not affecting cash

flow from operating activities:

Depreciation and amortization 555,497 505,531 6,971

Net finance costs 277,629 412,437 3,484

Net foreign exchange (gain)/loss (84,474 ) 24,730 (1,060 )

Other non-cash items (4,307 ) 3,834 (54 )

Management incentive agreement,

including social taxes 179,009 147,243 2,247

Share grant to the Board of Directors 16,259 7,524 204

Share of loss of equity-accounted investees,

net of income tax 38,776 8,584 487

Income tax expense 570,446 542,918 7,159

Change in trade receivables and other operating assets 40,568 (146,335 ) 509

Change in contract liabilities (52,575 ) (94,972 ) (660 )

Change in trade and other payables 65,716 85,000 825

Change in other liabilities (29,141 ) 156,236 (366 )

Income tax paid (570,906 ) (710,947 ) (7,165 )

Interest paid (289,572 ) (457,115 ) (3,634 )

Net cash generated from operating activities 1,948,946 1,569,252 24,458

INVESTING ACTIVITIES:

Acquisition of equity-accounted investee – (234,729 ) –

Acquisition of intangible assets (57,570 ) (71,251 ) (722 )

Acquisition of property and equipment (140,255 ) (245,500 ) (1,760 )

Loans issued to equity-accounted investees (19,235 ) – (241 )

Interest received 36,536 57,656 458

Net cash used in investing activities (180,524 ) (493,824 ) (2,265 )

FINANCING ACTIVITIES:

Bank loan received 4,615,000 – 57,916

Bank loan restructuring fees (52,762 ) – (662 )

Bank and other loans repaid (5,276,447 ) (1,055,000 ) (66,217 )

Payment for lease liabilities (41,710 ) (38,632 ) (523 )

Dividends paid to shareholders (1,885,441 ) (1,133,501 ) (23,662 )

Dividends paid to non-controlling interest (94,214 ) (106,963 ) (1,183 )

Contribution from non-controlling interest 44 1

Net cash used in financing activities (2,735,530 ) (2,334,096 ) (34,330 )

Net increase/(decrease) in cash and cash equivalents (967,108 ) (1,258,668 ) (12,137 )

Cash and cash equivalents, beginning of period 2,089,215 2,861,110 26,219

Effect of exchange rate changes on cash 197,821 (63,035 ) 2,482

Cash and cash equivalents, end of period 1,319,928 1,539,407 16,564

Reconciliations of non-IFRS financial measures to the nearest comparable IFRS measures

Reconciliation of net income to EBITDA and Adjusted EBITDA, the most directly comparable IFRS financial measure:

(in thousands of RUB) For the three months ended September 30, For the nine months ended September 30,

2020 2019 2020 2019

Net income 585,339 570,573 1,236,021 1,084,584

Add the effect of:

Income tax expense 263,987 191,435 570,446 542,918

Net interest costs 77,902 133,450 277,629 412,437

Depreciation and amortization 187,187 171,704 555,497 505,531

EBITDA 1,114,415 1,067,162 2,639,593 2,545,470

Add the effect of:

Equity-settled awards,

including social taxes(1) 56,929 43,956 166,963 117,062

IPO-related costs(2) – – – 188,294

Insurance cover related to IPO(3) – 39,064 54,772 61,874

Income from depository(4) (11,637 ) (8,613 ) (29,141 ) (13,544 )

Other financing and transactional costs(5) 122,235 – 155,697 –

Share of loss of equity-accounted

investees(6) 14,030 3,536 38,776 8,584

Adjusted EBITDA 1,295,973 1,145,105 3,026,660 2,907,740

(1) Represents non-cash expenses related to equity-settled awards issued in accordance with the Management Incentive Agreement, and equity-settled share-based awards issued to board members and related social taxes, which are payable as a result of us becoming Russian tax resident in June 2019.

(2) In connection with our initial public offering in May 2019, we incurred expenses related to legal, accounting and other professional fees that are not indicative of our ongoing expenses.

(3) Subsequent to and in connection with our IPO, in May 2019 we purchased a one-year D&O insurance policy for $2.7 million, of which we allocated $2.4 million to the cover related to our IPO, which we believe does not relate to our ordinary course of business, and $250 thousand to directors’ and officers’ insurance in the ordinary course of business, based on the estimate of our insurance provider. The cost of this insurance policy is expensed over the policy term on a pro-rata time basis and thus recurs in the reporting periods during its term. We have recently renewed the policy for the second 12-month period. Due to a decrease in IPO-related risks over time, we believe that our D&O insurance expense in the second 12-month period mostly relates to our ordinary course of business.

(4) In connection with our IPO, we have signed the Deposit Agreement, in accordance with which we shall receive income from our depositary over the five-year period from the date of the IPO, provided that we meet certain covenants as specified in the Deposit Agreement. We believe that this income does not relate to our ordinary course of business.

(5) Reflects legal, accounting and other professional fees incurred in connection with potential financing and strategic transactions that are not indicative of our ongoing expenses. In the third quarter of 2020, our other financing and transactional costs primarily consist of professional services and personnel expenses related to our SPO occurred in July 2020.

(6) On May 6, 2019, we acquired a 25.01% equity-accounted investee, LLC “Skilaz”. We believe that share of profit or loss in equity-accounted investees is not indicative of our core operating performance.

Reconciliation of net income to Adjusted N Income, the most directly comparable IFRS financial measure:

For the three months ended September 30, For the nine months ended September 30,

2020 2019 2020 2019

Net income 585,339 570,573 1,236,021 1,084,584

Add the effect of:

Equity-settled awards,

including social taxes(1) 56,929 43,956 166,963 117,062

IPO-related costs(2) – – – 188,294

Insurance cover related to IPO(3) – 39,064 54,772 61,874

Income from depositary(4) (11,637 ) (8,613 ) (29,141 ) (13,544 )

Other financing and transactional costs(5) 122,235 – 155,697 –

Share of loss of equity-accounted

investees(6) 14,030 3,536 38,776 8,584

Amortization of intangible assets

recognized upon the Acquisition(7) 103,947 103,947 311,840 311,841

Tax effect on adjustments(8) (20,789 ) (20,789 ) (62,368 ) (62,368 )

Net (gain)/loss on financial assets

measured at fair value through

profit and loss(9) 5,782 – 8,424 –

Adjusted Net Income 855,836 731,674 1,880,985 1,696,327

(1) Represents non-cash expenses related to equity-settled awards issued in accordance with the Management Incentive Agreement, and equity-settled share-based awards issued to board members and related social taxes, which are payable as a result of us becoming Russian tax resident in June 2019.

(2) In connection with our initial public offering in May 2019, we incurred expenses related to legal, accounting and other professional fees that are not indicative of our ongoing expenses.

(3) Subsequent to and in connection with our IPO, in May 2019 we purchased a one-year D&O insurance policy for $2.7 million, of which we allocated $2.4 million to the cover related to our IPO, which we believe does not relate to our ordinary course of business, and $250 thousand to directors’ and officers’ insurance in the ordinary course of business, based on the estimate of our insurance provider. The cost of this insurance policy is expensed over the policy term on a pro-rata time basis and thus recurs in the reporting periods during its term. We have recently renewed the policy for the second 12-month period. Due to a decrease in IPO-related risks over time, we believe that our D&O insurance expense in the second 12-month period mostly relates to our ordinary course of business.

(4) In connection with our IPO, we have signed the Deposit Agreement, in accordance with which we shall receive income from our depositary over the five-year period from the date of the IPO, provided that we meet certain covenants as specified in the Deposit Agreement. We believe that this income does not relate to our ordinary course of business.

(5) Reflects legal, accounting and other professional fees incurred in connection with potential financing and strategic transactions that are not indicative of our ongoing expenses. In the third quarter of 2020, our other financing and transactional costs primarily consist of professional services and personnel expenses related to our SPO occurred in July 2020.

(6) On May 6, 2019, we acquired a 25.01% equity-accounted investee, LLC “Skilaz”. We believe that share of profit or loss in equity-accounted investees is not indicative of our core operating performance.

(7) As a result of the Acquisition, we recognized the following intangible assets: (i) trademark and domain names in the amount of ?1,634,306 thousand, (ii) non-contractual customer relationships in the amount of ?2,064,035 thousand and (iii) CV database in the amount of ?618,601 thousand, which have a useful life of 10 years, 5-10 years and 10 years, respectively.

(8) Calculated by applying the statutory Russian tax rate of 20% to amortization of the assets recognized upon the Acquisition.

(9) We believe that the movements in fair values of financial assets measured at fair value through profit and loss are not indicative of our underlying business performance.

Reconciliation of operating costs and expenses (exclusive of depreciation and amortization) to Adjusted Operating Costs and Expenses (Exclusive of Depreciation and Amortization), the most directly comparable IFRS financial measure:

For the three months ended September 30, 2020 For the three months ended September 30, 2019

Personnel

expenses Marketing

expenses Other general

and

administrative

expenses Total Personnel

expenses Marketing

expenses Other general

and

administrative

expenses Total

Operating costs and expenses

(exclusive of depreciation and amortization) (649,869 ) (234,768 ) (298,183 ) (1,182,820 ) (557,037 ) (292,801 ) (241,797 ) (1,091,635 )

Add the effect of:

Equity-settled awards, including social taxes(1) 56,929 – – 56,929 43,956 – – 43.956

Insurance cover related to IPO(2) – – – – – – 39,064 39,064

Other financing and transactional costs(3) 31,984 – 90,251 122,235 – – – –

Adjusted Operating Costs and Expenses

(Exclusive of Depreciation and Amortization) (560,956 ) (234,768 ) (207,932 ) (1,003,656 ) (513,081 ) (292,801 ) (202,733 ) (1,008,615 )

(1) Represents non-cash expenses related to equity-settled awards issued in accordance with the Management Incentive Agreement, and equity-settled share-based awards issued to board members and related social taxes, which are payable as a result of us becoming Russian tax resident in June 2019.

(2) Subsequent to and in connection with our IPO, in May 2019 we purchased a one-year D&O insurance policy for $2.7 million, of which we allocated $2.4 million to the cover related to our IPO, which we believe does not relate to our ordinary course of business, and $250 thousand to directors’ and officers’ insurance in the ordinary course of business, based on the estimate of our insurance provider. The cost of this insurance policy is expensed over the policy term on a pro-rata time basis and thus recurs in the reporting periods during its term. We have recently renewed the policy for the second 12-month period. Due to a decrease in IPO-related risks over time, we believe that our D&O insurance expense in the second 12-month period mostly relates to our ordinary course of business.

(3) Reflects legal, accounting and other professional fees incurred in connection with potential financing and strategic transactions that are not indicative of our ongoing expenses. In the third quarter of 2020, our other financing and transactional costs primarily consist of professional services and personnel expenses related to our SPO occurred in July 2020.

We believe that Net Working Capital is a useful metric to assess our ability to service debt, fund new investment opportunities, distribute dividends to our shareholders and assess our working capital requirements.

Calculation of our Net Working Capital is presented in the table below:

(in thousands of RUB) September 30, 2020 December 31, 2019

Trade and other receivables 73,486 57,908

Prepaid expenses and other current assets 65,205 119,249

Contract liabilities (2,323,073) (2,367,416)

Trade and other payables (900,958) (780,219)

Other current liabilities (25,686) (23,880)

Net Working Capital (3,111,026) (2,994,358)

We believe that Net Debt and Net Debt to Adjusted EBITDA Ratio are important measures that indicate our ability to repay outstanding debt.

Calculation of our net debt is presented in the table below:

(in thousands of RUB) September 30, 2020 December 31, 2019

Loans and borrowings 3,947,986 4,064,501

Loans and borrowings (current portion) 473,571 1,064,554

Cash and cash equivalents (1,319,928) (2,089,215)

Net Debt 3,101,629 3,039,840

We calculate our Net Debt to Adjusted EBITDA Ratio by dividing Net Debt by Adjusted EBITDA.

Calculation of Adjusted EBITDA on the last twelve months basis as of September 30, 2020:

(in thousands of RUB) RUB

Adjusted EBITDA for the year ended December 31, 2019 3,930,747

Less Adjusted EBITDA for the nine months ended September 30, 2019 (2,907,740 )

Add Adjusted EBITDA for the nine months ended September 30, 2020 (3,026,660 )

Adjusted EBITDA on the last twelve months basis 4,049,667

3. Подпись

3.1. Наименование должности

уполномоченного лица эмитента Жуков М.А.

(подпись) (И.О. Фамилия)

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