Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2020

Commission File Number: 001-38882

 

 

HeadHunter Group PLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

9/10 Godovikova St.

Moscow, 129085, Russia

+7 495 974 6427

(Address of 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):  ☐

On March 13, 2020, HeadHunter Group PLC issued a press release, a copy of which is furnished herewith as Exhibit 99.1 to this report on Form 6-K.

 

 

 


Exhibit

    No.    

  

Description

99.1    Press Release of HeadHunter Group PLC, dated March 13, 2020


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HeadHunter Group PLC
Date: March 13, 2020     By:  

/s/ Mikhail Zhukov

      Mikhail Zhukov
      Chief Executive Officer
EX-99.1

Exhibit 99.1

HeadHunter Group PLC Announces Fourth Quarter and Full-Year 2019 Financial Results

MOSCOW, Russia, March 13, 2020 – HeadHunter Group PLC (Nasdaq: HHR) announced today its financial results for the quarter and the full year ended December 31, 2019. As used below, references to “we,” “our,” “us” or the “Company” or similar terms shall mean HeadHunter Group PLC.

Fourth Quarter 2019 Financial and Operational Highlights

 

(in millions of RUB(1) and USD(2))    Three months
ended
December 31,
2019
    Three months
ended
December 31,
2018
    Change(3)     Three months
ended
December 31,
2019
 
   RUB     RUB           USD(4)  

Revenue

     2,066       1,683       22.8     33.4  

Russia Segment Revenue

     1,914       1,565       22.3     30.9  

Net Income

     496       389       27.7     8.0  

Net Income Margin, %

     24.0     23.1     0.9 ppts    

Adjusted EBITDA(5)

     1,023       838       22.1     16.5  

Adjusted EBITDA Margin, %(5)

     49.5     49.8     (0.3) ppts    

Adjusted Net Income(5)

     713       494       44.2     11.5  

Adjusted Net Income Margin, %(5)

     34.5     29.4     5.1 ppts    

 

(1)

“RUB” or “P” denote Russian Ruble throughout this release.

(2)

“USD” or “$” denote U.S. Dollar throughout this release.

(3)

Percentage movements and certain other figures in this release may not recalculate exactly due to rounding. This is because percentages and/or figures contained herein are calculated based on actual numbers and not the rounded numbers presented.

(4)

Dollar translations are included solely for the convenience of the reader and were calculated at the exchange rate quoted by the Central Bank of Russia as of December 31, 2019 (RUB 61.9057 to USD 1). The rate as of this date was relatively low compared to the average rate for the fourth quarter 2019 (RUB 63.7449 to USD 1).

(5)

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin are non-IFRS 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.

 

   

Revenue is up 22.8% primarily due to the increase in revenue in our Russia segment. The Russia segment revenue is up 22.3%, mainly driven by an increase of 17.2% in the number of paying customers in Small and Medium Accounts and an increase of 17.3% in the average revenue per customer (“ARPC”) in Key Accounts in Moscow and St. Petersburg. Revenue growth in the fourth quarter 2019 was adversely affected by the cancellation of free product offering from October 1, 2018, not occurring in this year.

 

   

Net Income is up to P496 million from P389 million, mainly driven by the increase in revenue.

 

   

Adjusted EBITDA is up 22.1% primarily due to an increase in revenue. Adjusted EBITDA Margin remained relatively flat, primarily as a result of an increase in marketing expenses as a percentage of revenue due to the allocation of online marketing expenses in the fourth quarter and an increase in net foreign exchange loss that was partly offset by a decrease in office rent and maintenance expenses as a percentage of revenue.

 

   

Adjusted Net Income is up 44.2% primarily due to the increase in revenue, and Adjusted Net Income Margin is up to 34.5% from 29.4% as our effective tax rate decreased.

 

(in millions of RUB and USD)    As of
December 31,
2019
     As of
December 31,
2018
     Change     As of
December 31,
2019
 
   RUB      RUB            USD  

Net Working Capital(1)

     (2,994      (2,623      14.1     (48.4

Net Debt(1)

     3,040        3,577        (15.0 )%      49.1  

Net Debt to Adjusted EBITDA Ratio(1)

     0.8 x        1.3x       

 

(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.


   

Net Working Capital as of December 31, 2019 decreased by P371 million, or 14.1%, primarily due to increase in contract liabilities over the twelve months ended December 31, 2019 by 14.2% due to an increase in sales. The growth in contract liabilities for the year ended December 31, 2019 was adversely affected by our decision not to offer customers an opportunity to renew a contract for the same price if they paid us before January 1, 2020, the effective date of our new price list, as we did in the year ended December 31, 2018. This resulted in a substantial amount of prepayments shifting from the fourth quarter of 2019 to the first quarter of 2020.

 

   

Net Debt decreased by P537 million, or 15%, as cash generated from operating activities was partly offset by dividend payments, acquisition of a 25.01% ownership interest in LLC “Skilaz”, a Russian HR technology company which automates routine recruiting processes, for P235 million, capital expenditures on renovation of our office premises of P197 million, and the effect of exchange rate fluctuations on cash.

 

   

Net Debt to Adjusted EBITDA Ratio declined from 1.3x to 0.8x, mainly due to an increase in Adjusted EBITDA.

FY 2019 Financial and Operational Highlights

 

(in millions of RUB(6) and USD(7))    Twelve months
ended
December 31,
2019
    Twelve months
ended
December 31,
2018
    Change(8)     Twelve months
ended
December 31,
2019
 
   RUB     RUB           USD(9)  

Revenue

     7,789       6,118       27.3     125.8  

Russia Segment Revenue

     7,212       5,700       26.5     116.5  

Net Income

     1,581       1,033       53.1     25.5  

Net Income Margin, %

     20.3     16.9     3.4 ppts    

Adjusted EBITDA(10)

     3,931       2,855       37.7     63.5  

Adjusted EBITDA Margin, %(10)

     50.5     46.7     3.8 ppts    

Adjusted Net Income(10)

     2,409       1,538       56.6     38.9  

Adjusted Net Income Margin, %(10)

     30.9     25.1     5.8 ppts    

 

(6)

“RUB” or “P” denote Russian Ruble throughout this release.

(7)

“USD” or “$” denote U.S. Dollar throughout this release.

(8)

Percentage movements and certain other figures in this release may not recalculate exactly due to rounding. This is because percentages and/or figures contained herein are calculated based on actual numbers and not the rounded numbers presented.

(9)

Dollar translations are included solely for the convenience of the reader and were calculated at the exchange rate quoted by the Central Bank of Russia as of December 31, 2019 (RUB 61.9057 to USD 1).

(10)

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income Margin are non-IFRS 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.

 

   

Revenue is up 27.3% primarily due to the increase in revenue in our Russia segment. The Russia segment revenue is up 26.5%, mainly driven by an increase of 28.0% in the number of paying customers in Small and Medium Accounts and an increase of 20.6% in the average revenue per customer (“ARPC”) in Key Accounts in Moscow and St. Petersburg.

 

   

Net Income is up to P1,581 million from P1,033 million, mainly driven by the increase in revenue.

 

   

Adjusted EBITDA is up 37.7% primarily due to an increase in revenue, and Adjusted EBITDA Margin is up to 50.5% from 46.7% as our personnel expenses (excluding equity-settled share-based compensations), marketing expenses, and general and administrative expenses (excluding IPO-related costs) declined as a percentage of revenue.


   

Adjusted Net Income is up 56.6% primarily due to the increase in revenue, and Adjusted Net Income Margin is up to 30.9% from 25.1% as our expenses declined as a percentage of revenue and our effective tax rate decreased.

CEO quote

“Against a backdrop of global economic turbulence and in a period when it has been especially important for us to build the trust and long-term relationships with the investor community, we have posted remarkable financial and operational results in our first year post IPO” said Mikhail Zhukov, Chief Executive Officer of HeadHunter Group PLC.

We have delivered on all the major pillars of our expansive growth strategy, such as penetration into areas outside of Moscow and Saint-Petersburg and the extension of our offering to blue collars and SMAs, and we have proven that HeadHunter’s client acquisition model is effective and robust even in difficult economic situations.

Besides volume growth, we are satisfied with the way that our monetization strategy has unfolded, where we have demonstrated our ability to drive up the average check of our clients via a combination of consumption growth and consistent price increase. To support our monetization efforts we had been able to concurrently enhance the efficiency of our products across all platforms. As a notable example, we spent sizable resources this year on an AI-driven search and recommendation engine leading to an increase in the average number of applications per vacancy by ca. 20%. The vast majority of that efficiency is derived from organic traffic flows which provides us with an incredible competitive advantage, which in turn strengthens our market position even at a time when our competitors are intensifying their investments in marketing.

We have shown our abilities to manage resources in an efficient way and scale up the business faster than the cost base, which has resulted in substantial operational margin expansion during 2019. In times of uncertainty around future economic development we believe it’s especially important for us to stay flexible, fully tech-enabled and a highly cash-generative business.

Overall, whilst we are happy with our results to date, we stay cautious on the impact of the COVID-19 virus. We hope that stability will return in the near future leading to a consequent acceleration in the economy in general and the recruitment market in particular.

Finally, we’re very pleased to reward our shareholders with a significant share of the 2019 net profits to be paid in dividends.

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 P2 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 P2 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 our revenue remains 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 2017 to 2019. In 2019, the total number of working days is the same as in 2018, but there is 1 business day more, 2 business days less, and 1 business day more in the first quarter, second quarter, and third quarter, respectively, and the same number of business days in the fourth quarter:

 

     Number of business
days
     As % of total business days
per year
 
     2019      2018      2017      2019     2018     2017  

First quarter

     57        56        57        23.1     22.7     23.1

Second quarter

     59        61        61        23.9     24.7     24.7

Third quarter

     66        65        65        26.7     26.3     26.3

Fourth quarter

     65        65        64        26.3     26.3     25.9
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Year

     247        247        247        100.0     100.0     100.0

Therefore, in the fourth quarter of 2019, there was no impact on our revenue and revenue growth rate from the number of business days.


Operating costs and expenses (exclusive of depreciation and amortization)

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.

Fourth quarter segment external expenses in our Russia segment in 2018 and 2019 were 25.8% and 26.8%, 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 and 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 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 P2,107 million, P2,041 million, P1,971 million, and P2,367 million, respectively.

The growth in contract liabilities for the year ended December 31, 2019 was adversely affected by our decision not to offer customers an opportunity to renew a contract for the same price if they pay us before January 1, 2020, the effective date of our new price list, as we did in the year ended December 31, 2018. This resulted in a substantial amount of prepayments shifting from the fourth quarter of 2019 to the first quarter of 2020.

Net cash generated from operating activities

Our net cash generated from operating activities is affected by seasonal fluctuations of 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 are usually highest in the fourth quarter, our net working capital is usually lowest in the fourth quarter. For example, our net working capital of March 31, June 30, September 30, and December 31, 2019 was P(2,672) million, P(2,697) million, P(2,588) million, and P(2,994) million, respectively.


Fourth Quarter 2019 Results

Our revenue was P2,066 million for the three months ended December 31, 2019 compared to P1,683 million for the three months ended December 31, 2018. Revenue for the three months ended December 31, 2019 increased by P384 million, or 22.8%, compared to the three months ended December 31, 2018, primarily due to an increase in revenue in our Russia segment. Revenue in our Russia segment was P1,914 million for the three months ended December 31, 2019 compared to P1,565 million for the three months ended December 31, 2018. Revenue in our Russia segment increased by P349 million, or 22.3%. This was primarily due to a 21.4% growth in the number of paying Small and Medium Accounts in the other regions of Russia and by 12.3% in Moscow and St. Petersburg, coupled with an increase of 17.3% in the ARPC in Key Accounts in Moscow and St. Petersburg, driven by price increases and an increase in the usage of our services by this type of customer.

The following table breaks down revenue by product:

 

     For the three months ended
December 31,
    For the twelve months ended
December 31,
 
(in thousands of RUB)    2019      2018      Change     2019      2018      Change  

Bundled Subscriptions

     581,484        521,409        11.5     2,223,951        1,946,379        14.3

CV Database Access

     448,931        354,309        26.7     1,761,728        1,401,538        25.7

Job Postings

     821,930        626,753        31.1     3,112,188        2,227,926        39.7

Other value-added services

     214,013        180,157        18.8     690,874        541,930        27.5
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total revenue

     2,066,358        1,682,628        22.8     7,788,741        6,117,773        27.3
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 


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

 

     For the three months ended
December 31,
    For the twelve months ended
December 31,
 
(in thousands of RUB)    2019      2018      Change     2019      2018      Change  

Key Accounts in Russia

                

Moscow and St. Petersburg

     537,981        469,944        14.5     1,981,959        1,695,823        16.9

Other regions of Russia

     200,631        163,908        22.4     664,649        547,710        21.4
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Sub-total

     738,612        633,852        16.5     2,646,608        2,243,533        18.0
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Small and Medium Accounts in Russia

                

Moscow and St. Petersburg

     649,335        552,657        17.5     2,579,517        2,150,685        19.9

Other regions of Russia

     418,479        308,186        35.8     1,614,359        1,036,346        55.8
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Sub-total

     1,067,814        860,843        24.0     4,193,876        3,187,031        31.6
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Other customers in Russia

     102,358        64,784        58.0     329,893        238,353        38.4

Foreign customers of Russia segment

     5,259        5,186        1.4     41,385        31,507        31.4
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total for “Russia” operating segment

     1,914,043        1,564,665        22.3     7,211,762        5,700,424        26.5

Other segments

     152,315        117,963        29.1     576,979        417,349        38.2
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total revenue

     2,066,358        1,682,628        22.8     7,788,741        6,117,773        27.3
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 


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

 

     For the three months ended
December 31,
    For the twelve months ended
December 31,
 
     2019      2018      Change     2019      2018      Change  

Number of paying customers

                

Russia segment

                

Key Accounts

                

Moscow and St. Petersburg

     4,506        4,616        (2.4 )%      5,368        5,538        (3.1 )% 

Other regions of Russia

     4,657        4,306        8.2     5,757        5,198        10.8
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Key Accounts, total

     9,163        8,922        2.7     11,125        10,736        3.6

Small and Medium Accounts

                

Moscow and St. Petersburg

     61,275        54,557        12.3     123,295        109,498        12.6

Other regions of Russia

     75,491        62,184        21.4     162,005        113,345        42.9
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Small and Medium Accounts, total

     136,766        116,741        17.2     285,300        222,843        28.0

Foreign customers of Russia segment

     533        945        (43.6 )%      1,253        1,937        (35.3 )% 
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total for “Russia” operating segment

     146,462        126,608        15.7     297,678        235,516        26.4

Other segments, total

     12,846        10,221        25.7     24,715        17,437        41.7
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total number of paying customers

     159,308        136,829        16.4     322,393        252,953        27.5
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

ARPC (in RUB)

                

Russia segment

                

Key Accounts

                

Moscow and St. Petersburg

     119,392        101,808        17.3     369,217        306,216        20.6

Other regions of Russia

     43,082        38,065        13.2     115,451        105,369        9.6
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Key Accounts, total

     80,608        71,044        13.5     237,897        208,973        13.8

Small and Medium Accounts

                

Moscow and St. Petersburg

     10,597        10,130        4.6     20,922        19,641        6.5

Other regions of Russia

     5,543        4,956        11.9     9,965        9,143        9.0
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Small and Medium Accounts, total

     7,808        7,374        5.9     14,700        14,302        2.8

Other segments, total

     11,857        11,541        2.7     23,345        23,935        (2.5 )% 

 

   

Our customer base has continued to expand, as our penetration into the online recruitment in Russian regions outside of Moscow and St. Petersburg and Small and Medium Accounts continues to grow. Growth in the number of paying customers in our Small and Medium Accounts in Other regions of Russia was affected by the cancellation of free product offering from October 1, 2018 not occurring in this year.

 

   

In our Key Accounts, ARPC has increased by 17.3% in Moscow and St. Petersburg and by 13.2% in Other regions of Russia. Increase in the ARPC in Moscow and St. Petersburg was driven by (1) the increase in prices effective January 1, 2019 (e.g. 10% on average for subscriptions and 18% for a single “Standard” type job posting), (2) a reduction in discounts, and (3) the increase in the usage of service, which was driven by the increase in the average number of job postings per customer, while the average number of subscription days per customer (total for Bundled Subscriptions and CV Database access) remained flat.

 

   

In our Small and Medium Accounts, ARPC has increased by 4.6% in Moscow and St. Petersburg and by 11.9% in Other regions of Russia. ARPC dynamic in these customer segments was impacted by the acquisition of new customers, who initially have a lower ARPC, while the ARPC of the cohort of customers acquired before January 1, 2018 has increased by 15.7% in Moscow and St. Petersburg and 19.8% in Other regions of Russia, in both cases primarily driven by the increase in the average number of job postings per customer. ARPC in Small and Medium Accounts in Other regions of Russia was positively affected by the slowdown in new paying customers’ intake, as compared to earlier of the year.


Operating Costs and Expenses (exclusive of depreciation and amortization)

Operating costs and expenses (exclusive of depreciation and amortization) were P1,143 million for the three months ended December 31, 2019 compared to P864 million for the three months ended December 31, 2018, representing an increase of P279 million, or 32.3%.

 

(in thousands of RUB)    For the three months ended
December 31,
    For the twelve months ended
December 31,
 
     2019     2018     Change     2019     2018     Change  

Personnel expenses

     (605,016     (447,637     35.2     (2,234,309     (1,717,467     30.1

Marketing expenses

     (274,274     (207,986     31.9     (1,046,678     (939,717     11.4

Other general and administrative expenses:

            

Subcontractors and other expenses related to provision of services

     (59,483     (65,468     (9.1 )%      (186,337     (188,499     (1.1 )% 

Office rent and maintenance

     (58,149     (70,557     (17.6 )%      (206,501     (241,434     (14.5 )% 

Professional services

     (52,371     (46,760     12.0     (347,963     (255,362     36.3

Insurance costs

     (42,454     —         n/m       (111,251     —         n/m  

Hosting and other web-site maintenance

     (11,718     (8,905     31.6     (40,421     (32,825     23.1

Other operating expenses

     (39,655     (16,669     137.9     (126,803     (57,556     120.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses (exclusive of depreciation and amortization)

     (1,143,120     (863,982     32.3     (4,300,263     (3,432,860     25.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Our personnel expenses, marketing expenses and insurance costs have increased as a percentage of revenue for the three months ended December 31, 2019 compared to the three months ended December 31, 2018. Other general and administrative expenses were flat or decreased as a percentage of revenue (see table below). The increase in personnel expenses was primarily driven by the increase in share-based compensation (see “Personnel Expenses” below), while our personnel expenses excluding share-based compensation remain relatively flat. The increase in marketing expenses was due to higher annual budget allocation for the fourth quarter 2019 as compared to the fourth quarter of 2018. The insurance costs were incurred due to the purchase of insurance cover related to the IPO (see “Other general and administrative expenses”).


     For the three months ended
December 31,
    For the twelve months ended
December 31,
 
     2019     2018     Change     2019     2018     Change  

Personnel expenses

     29.3     26.6     2.7     28.7     28.1     0.6

Marketing expenses

     13.3     12.4     0.9     13.4     15.4     (1.9 )% 

Other general and administrative expenses:

            

Subcontractors and other expenses related to provision of services

     2.9     3.9     (1.0 )%      2.4     3.1     (0.7 )% 

Office rent and maintenance

     2.8     4.2     (1.4 )%      2.7     3.9     (1.3 )% 

Professional services

     2.5     2.8     (0.2 )%      4.5     4.2     0.3

Insurance services

     2.1     —         2.1     1.4     —         1.4

Hosting and other web-site maintenance

     0.6     0.5     0.1     0.5     0.5     —    

Other operating expenses

     1.9     1.0     0.9     1.6     0.9     0.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating costs and expenses (exclusive of depreciation and amortization)

     55.3     51.3     4.0     55.2     56.1     (0.9 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Personnel expenses

Personnel expenses increased by P157 million, or 35.2%, for the three months ended December 31, 2019 compared to the three months ended December 31, 2018. The main factors that contributed to the increase in personnel expenses are: (i) an increase in share-based compensation by P51 million, primarily due to the grant of new options under the 2016 Unit Option Plan and 2018 Unit Option Plan in the second quarter of 2019; (ii) 80 new employee hires during 2019, primarily in the development, sales and production teams in our Russia segment, thus increasing headcount in the Russia segment to 698 people as of December 31, 2019; and (iii) the indexation of wages effective from the first quarter of 2019.

Marketing expenses

Marketing expenses increased by P66 million, or 31.9%, for the three months ended December 31, 2019 compared to the three months ended December 31, 2018, primarily due to increase in online marketing expenses as the result of a higher share of the total annual online marketing budget allocated to the fourth quarter this year.

Other general and administrative expenses

Our insurance costs have increased by P42.5 million for the three months ended December 31, 2019 compared to the three months ended December 31, 2018, due to purchase of insurance cover related to the IPO.

Our office rent and maintenance expenses decreased by P12.4 million, or 17.6%, for the three months ended December 31, 2019 compared to the three months ended December 31, 2018. At January 1, 2019, we initially adopted IFRS 16, the new accounting standard that introduced a single, on-balance sheet accounting model for lessees. As a result, we, as a lessee, have recognized right-of-use assets representing our rights to use the underlying assets and lease liabilities representing our obligation to make lease payments. We have applied IFRS 16 using the modified retrospective approach. Accordingly, the comparative information presented for 2018 has not been restated and is presented, as previously reported, under IAS 17 and related interpretations. We have recognized P18.7 million of depreciation charges and P7.7 million of interest costs from the leases in the fourth quarter of 2019.


Our other operating expenses increased by P23 million, mainly due to: (i) certain additional valuation allowances for value-added tax receivables provided in the fourth quarter of 2019; and (ii) an increase of travel expenses.

Net foreign exchange loss

Net foreign exchange loss was P22 million for the three months ended December 31, 2019, an increase of P19 million, compared to a P3 million loss for the three months ended December 31, 2018. The net foreign exchange loss for the three months ended December 31, 2019 reflects mostly the foreign exchange loss on USD-denominated cash balances.

Depreciation and amortization

Depreciation and amortization were P177.8 million for the three months ended December 31, 2019, compared to P146.7 million for the three months ended December 31, 2018. Depreciation and amortization increased by P31.1 million, or 21%, primarily due to a depreciation charge of P18.7 million related to right-of-use assets recognized as of January 1, 2019 under the new standard IFRS 16 “Leases.” (See “Other general and administrative expenses”).

Finance income and costs

Finance income was P19 million for the three months ended December 31, 2019 compared to P26 million for the three months ended December 31, 2018, primarily due to a decrease in available cash balances that were deposited, as we used cash to pay dividends to shareholders for the year 2018 in July 2019.

Finance costs were P133 million for the three months ended December 31, 2019, compared to P160 million for the three months ended December 31, 2018. Finance costs decreased by P27 million, primarily due to a decrease of loans and borrowings balance by P1,309 million from December 31, 2018 to December 31, 2019, partly offset by interest expense of P7.7 million related to lease liabilities recognized as of January 1, 2019 under the new standard IFRS 16 “Leases.”

Income tax expense

Income tax expense was P102 million for the three months ended December 31, 2019 compared to P146 million for the three months ended December 31, 2018. The effective tax rate was 17.0% for the three months ended December 31, 2019 and 27.3% for the three months ended December 31, 2018.

The decrease in income tax expense by P44 million was affected by the increase in the reversal of provision for uncertain tax positions in the fourth quarter of 2019 by P64 million as compared to the three months ended December 31, 2018.

Net income

Net income was P496 million for the three months ended December 31, 2019 compared to P389 million for the three months ended December 31, 2018. Net income increased by P108 million compared with the three months ended December 31, 2018, primarily due to the reasons described above.

Adjusted EBITDA

Adjusted EBITDA was P1,023 million for the three months ended December 31, 2019 compared to P838 million for the three months ended December 31, 2018, and it increased by P185 million primarily due to the increase in revenue.


Adjusted Net Income

Adjusted Net Income was P713 million for the three months ended December 31, 2019 compared to P494 million for the three months ended December 31, 2018. Adjusted Net Income increased by P219 million compared with the three months ended December 31, 2018, 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 twelve months ended December 31,  
     2019      2018      Change  

Net cash generated from operating activities

     2,611,054        2,096,688        514,366  

Net cash used in investing activities

     (637,117      (174,548      (462,569

Net cash used in financing activities

     (2,653,440      (497,629      (2,155,811

Net (decrease)/increase in cash and cash equivalents

     (679,503      1,424,511        (2,104,014
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents, beginning of period

     2,861,110        1,416,008        1,445,102  

Cash and cash equivalents included in assets held for sale, beginning of period

     —          10,801        (10,801

Effect of exchange rate changes on cash

     (92,392      9,790        (102,182
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents, end of period

     2,089,215        2,861,110        (771,895
  

 

 

    

 

 

    

 

 

 

Net cash generated from operating activities

For the twelve months ended December 31, 2019, net cash generated from operating activities was P2,611 million compared to P2,097 million for the twelve months ended December 31, 2018. The change between the periods of P514 million was primarily driven by an increase in sales, which resulted in an increase in net income (adjusted for non-cash items and items not affecting cash flow from operating activities), and depositary income received, partially offset by an increase in income tax paid due to an increased tax base, the advance payment for the insurance cover related to IPO and a decrease in the movement of contract liabilities for the year ended December 31, 2019 due to timing of customer advances in this year (See “Contract Liabilities”).

Net cash used in investing activities

For the twelve months ended December 31, 2019, net cash used in investing activities was P637 million compared to P175 million for the twelve months ended December 31, 2018. The change between the periods of P463 million was primarily due to the acquisition of a 25.01% ownership interest in LLC “Skilaz” for P235 million, and an increase in capital expenditures.

Net cash used in financing activities

For the twelve months ended December 31, 2019, net cash used in financing activities was P2,653 million compared to P498 million for the twelve months ended December 31, 2018. The change between the periods was primarily due to the dividends paid to shareholders of a P1,134, a receipt of a P270 million loan from the associate of a non-controlling shareholder during the twelve months ended December 31, 2018 and its repayment during the twelve months ended December 31, 2019, an increase of a loan repayment to VTB Bank by P365 million in accordance with the repayment schedule, a repayment of lease liabilities of P61 million and an increase in the dividends paid to non-controlling shareholders by P54 million as net income of our subsidiaries in Belarus and Kazakhstan has increased.


Capital Expenditures

Our additions to property and equipment and intangible assets in the twelve months ended December 31, 2019 were P492 million, an increase of P237 million compared to P255 million for the twelve months ended December 31, 2018, primarily due to P197 million in office renovation costs during the twelve months ended December 31, 2019, as we have redesigned our office in Yaroslavl and part of our office in Moscow.

Financial Outlook

The following forward-looking statement reflects our expectations as of March 13, 2020:

We currently expect our revenue to grow in the range of 21% to 25% in the year 2020 compared to the year 2019 and our Adjusted EBITDA Margin to be between 50% and 52% for the year 2020.

This outlook reflects our current view, based on the trends that we see at this time, and may change in light of market and economic developments in the business sectors and jurisdictions in which we operate. For instance, our expectations do not include possible impact of COVID-19, as it is hard to estimate at this point whether such impact will occur, and its extent and duration.

Dividend

Our Board of Directors has approved payment of an interim dividend in 2020 of $0.50 per share, representing approximately 75% of our Adjusted Net Income for the year ended December 31, 2019. The dividend record date is March 27, 2020, and we intend to pay the dividend on or before April 20, 2020.

As a Russian tax resident, we are subject to the Russian Tax Code requirements and withhold a tax on dividends at a generally applicable rate of 15%.

A holder of our ADSs may apply for a lower tax rate under a double taxation treaty (“DTT”) in effect, signed between a country of a shareholder and the Russian Federation. In order to apply for a lower tax rate, a shareholder will need to provide us with certain documents confirming ownership of our ADSs, its tax residence and other documents. Detailed analysis of the application of withholding tax rates for different types of shareholders is available at https://investor.hh.ru/static-files/dd2e1e70-de48-444d-84aa-4c5bbff30a8c. The procedure to apply for reduced tax rates by foreign legal entities pursuant to DTT provisions is available at https://investor.hh.ru/static-files/8fbd58ba-9e85-47f3-8196-bdaa13c7d47c. Further information regarding the reduced rates on dividend payments under DTTs is available at https://investor.hh.ru/static-files/363cbeae-4797-42f8-b17a-11e5b0e025a9. Please review this information carefully and follow the instructions therein if you believe you are eligible for a reduced withholding tax rate. Please note that provisions of a DTT may include limitations on application of DTT benefits, which you shall clarify with your tax advisor.

The cut-off time to provide the Company with documents evidencing the right to receive tax relief under the Russian law or the applicable DTT is 11:59 pm Moscow time on April 12, 2020.

Conference Call Information

We will host a conference call and webcast to discuss our results at 08:00 a.m. U.S. Eastern Time (4:00 p.m. Moscow time, 1:00 p.m. London time) the same day.

Fourth Quarter and Full-Year 2019 Financial Results Conference Call

Friday, March 13, 2020.

9:00 a.m. U.S. Eastern Time (4:00 p.m. Moscow time, 1:00 p.m. London time) the same day.


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

 

Standard International:    +44 (0) 2071 928000
UK (local):    +44 (0) 844 571 8892
UK (toll free):    0800 376 7922
USA (local):    +1631 510 7495
USA (toll free):    1866 966 1396
Russian Federation (local):    +7 495 249 9849
Russian Federation (toll free):    810 800 235 75011
Conference ID:    5966416

Webcast:

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

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; (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.

 

 

“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; (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 (the “Acquisition”); (11) the tax effect of the adjustment described in (10); (12) (gain)/loss related to the remeasurement and expiration of a tax indemnification asset;

 

 

“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.

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, 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, 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 prospectus pursuant to Rule 424(b) filed with the SEC on May 9, 2019 as such factors may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (“SEC”), 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.


Consolidated Statement of Income and Comprehensive Income

For the three and twelve months ended

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

 

     For the three months
ended December 31,
    For the twelve months
ended December 31,
 
     2018*     2019     2019     2018*     2019     2019  
     RUB     RUB     USD     RUB     RUB     USD  

Revenue

     1,682,628       2,066,358       33,379       6,117,773       7,788,741       125,816  

Operating costs and expenses (exclusive of depreciation and amortization)

     (863,982     (1,143,120     (18,466     (3,432,860     (4,300,263     (69,465

Depreciation and amortization

     (146,699     (177,786     (2,872     (586,131     (683,317     (11,038
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     671,947       745,452       12,042       2,098,782       2,805,161       45,313  

Finance income

     25,911       19,041       308       90,602       76,764       1,240  

Finance costs

     (160,305     (133,120     (2,150     (644,326     (603,280     (9,745

Other income

     —         10,309       167       —         23,853       385  

Gain on disposal of subsidiary

     —         —         —         6,131       —         —    

Net foreign exchange loss

     (2,976     (21,778     (352     (8,742     (46,508     (751

Share of loss of equity-accounted investees (net of income tax)

     —         (21,958     (355     —         (30,542     (493
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit before income tax

     534,577       597,946       9,659       1,542,447       2,225,448       35,949  

Income tax expense

     (145,726     (101,504     (1,640     (509,602     (644,422     (10,410
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income for the period

     388,851       496,442       8,019       1,032,845       1,581,026       25,539  

Attributable to:

            

Owners of the Company

     363,386       465,926       7,526       949,307       1,448,018       23,391  

Non-controlling interest

     25,465       30,516       493       83,538       133,008       2,149  

Comprehensive income/(loss)

            

Items that are or may be reclassified subsequently to profit or loss:

            

Foreign currency translation differences

     6,136       (16,227     (262     25,205       (41,818     (676
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income, net of tax

     394,987       480,215       7,757       1,058,050       1,539,208       24,864  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Attributable to:

            

Owners of the Company

     369,473       450,442       7,276       974,756       1,408,597       22,754  

Non-controlling interest

     25,514       29,773       481       83,294       130,611       2,110  

Earnings per share

            

Basic (in Russian Roubles per share)

     7.27       9.32       0.15       18.99       28.96       0.47  

Diluted (in Russian Roubles per share)

     7.27       9.04       0.15       18.99       28.42       0.46  

 

*

The Company has initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under the approach, comparative information is not restated.


Consolidated Statement of Financial Position

As at

 

(in thousands of RUB and USD)    December 31,
2018*
    December 31,
2019
    December 31,
2019
 
     RUB     RUB     USD  

Non-current assets

      

Goodwill

     6,989,255       6,954,183       112,335  

Intangible assets

     3,154,605       2,733,417       44,155  

Property and equipment

     133,810       429,744       6,942  

Equity-accounted investees

     —         178,847       2,889  

Right-of-use assets

     —         279,249       4,511  

Deferred tax assets

     92,094       149,835       2,420  

Other financial assets

     —         25,341       409  

Other non-current assets

     3,304       22,134       358  
  

 

 

   

 

 

   

 

 

 

Total non-current assets

     10,373,068       10,772,750       174,019  

Current assets

      

Trade and other receivables

     40,718       57,908       935  

Prepaid expenses and other current assets

     64,386       119,249       1,926  

Cash and cash equivalents

     2,861,110       2,089,215       33,748  
  

 

 

   

 

 

   

 

 

 

Total current assets

     2,966,214       2,266,372       36,610  
  

 

 

   

 

 

   

 

 

 

Total assets

     13,339,282       13,039,122       210,629  
  

 

 

   

 

 

   

 

 

 

Equity

      

Share capital

     8,547       8,547       138  

Share premium

     1,729,400       1,863,877       30,108  

Foreign currency translation reserve

     (66,957     (105,191     (1,699

Retained earnings

     1,302,981       1,587,697       25,647  
  

 

 

   

 

 

   

 

 

 

Total equity attributable to owners of the Company

     2,973,971       3,354,930       54,194  

Non-controlling interest

     29,449       33,263       537  
  

 

 

   

 

 

   

 

 

 

Total equity

     3,003,420       3,388,193       54,732  

Non-current liabilities

      

Loans and borrowings

     5,203,692       4,064,501       65,656  

Lease liabilities

     —         230,802       3,728  

Deferred tax liabilities

     1,070,240       512,804       8,284  

Trade and other payables

     13,967       4,239       68  

Provisions

     —         19,498       315  

Other non-current liabilities

     —         126,828       2,049  
  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     6,287,899       4,958,672       80,100  

Current liabilities

      

Contract liabilities

     2,072,640       2,367,416       38,242  

Trade and other payables

     655,877       780,219       12,603  

Loans and borrowings (current portion)

     1,233,924       1,064,554       17,196  

Lease liabilities (current portion)

     —         59,816       966  

Income tax payable

     85,522       369,974       5,976  

Provisions

     —         26,398       426  

Other current liabilities

     —         23,880       386  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     4,047,963       4,692,257       75,797  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     10,335,862       9,650,929       155,897  
  

 

 

   

 

 

   

 

 

 

Total equity and liabilities

     13,339,282       13,039,122       210,629  
  

 

 

   

 

 

   

 

 

 

 

*

The Group has initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under the approach, comparative information is not restated.


Consolidated Statement of Cash Flows

For the twelve months ended

 

(in thousands of RUB and USD)       
     December 31,     December 31,     December 31,  
     2018*     2019     2019  
     RUB     RUB     USD  

OPERATING ACTIVITIES:

      

Net income for the period

     1,032,845       1,581,026       25,539  

Adjusted for non-cash items and items not affecting cash flow from operating activities:

      

Depreciation and amortization

     586,131       683,317       11,038  

Net finance costs

     553,724       526,516       8,505  

Net foreign exchange loss

     8,742       46,508       751  

Gain on disposal of subsidiary

     (6,131     —         —    

Other non-cash items

     1,616       5,690       92  

Management incentive agreement, including social taxes

     78,648       196,993       3,182  

Share grant to Board

     —         12,842       207  

Share of profit of equity-accounted investees, net of income tax

     —         30,542       493  

Income tax expense

     509,602       644,422       10,410  

Change in trade receivables and other operating assets

     (8,029     (90,218     (1,457

Change in contract liabilities

     600,469       307,388       4,965  

Change in trade and other payables

     56,877       76,418       1,234  

Change in other liabilities

     —         147,685       2,386  

Income tax paid

     (693,803     (975,655     (15,760

Interest paid

     (624,003     (582,420     (9,408
  

 

 

   

 

 

   

 

 

 

Net cash generated from operating activities

     2,096,688       2,611,054       42,178  

INVESTING ACTIVITIES:

      

Acquisition of equity-accounted investment

     —         (234,730     (3,792

Proceeds from disposal of subsidiary, net of cash disposed of

     (10,847     —         —    

Acquisition of intangible assets

     (134,702     (97,818     (1,580

Acquisition of property and equipment

     (119,942     (381,648     (6,165

Interest received

     90,943       77,079       1,245  
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (174,548     (637,117     (10,292

FINANCING ACTIVITIES:

      

Bank and other loans received

     270,000       —         —    

Bank and other loans repaid

     (690,000     (1,325,000     (21,404

Payment for lease liabilities

     —         (61,376     (991

Dividends paid to shareholders

     —         (1,133,501     (18,310

Dividends paid to non-controlling interest

     (77,629     (131,456     (2,123

Acquisition of non-controlling interest

     —         (2,107     (34
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (497,629     (2,653,440     (42,863

Net increase/(decrease) in cash and cash equivalents

     1,424,511       (679,503     (10,976

Cash and cash equivalents, beginning of period

     1,416,008       2,861,110       46,217  

Cash and cash equivalents included in assets held for sale, beginning of period

     10,801       —         —    

Effect of exchange rate changes on cash

     9,790       (92,392     (1,492
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

     2,861,110       2,089,215       33,748  
  

 

 

   

 

 

   

 

 

 

 

*

The Group has initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under the approach, comparative information is not restated.


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 December 31,
     For the twelve months
ended December 31,
 
     2018      2019      2018      2019  

Net income

     388,851        496,442        1,032,845        1,581,026  

Add the effect of:

           

Income tax expense

     145,726        101,504        509,602        644,422  

Net interest costs

     134,394        114,079        553,724        526,516  

Depreciation and amortization

     146,699        177,786        586,131        683,317  
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA

     815,670        889,811        2,682,302        3,435,281  

Add the effect of:

           

Gain on disposal of subsidiary(1)

     —          —          (6,131      —    

Equity-settled awards, including related social taxes(2)

     13,015        61,891        68,776        178,953  

IPO-related costs(3)

     9,168        1,990        110,043        190,284  

Insurance cover related to IPO(4)

     —          38,175        —          100,048  

Income from depository(5)

     —          (8,551      —          (22,095

One-off litigation settlements and legal costs(6)

     —          17,734        —          17,734  

Share of loss of equity-accounted investees(7)

     —          21,958        —          30,542  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     837,853        1,023,008        2,854,990        3,930,747  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

On April 26, 2018, we sold our 51% subsidiary, HeadHunter LLC (Ukraine), to minority shareholders and recognized a gain on disposal.

(2)

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.

(3)

In connection with our IPO, we incurred expenses related to legal, accounting and other professional fees that are not indicative of our ongoing expenses.

(4)

Subsequent to and in connection with our IPO, we purchased a one-year 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 may renew the policy, including the IPO-related cover, for an additional year or more.

(5)

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.

(6)

Represents one-off litigation costs related to administrative proceeding with the Federal Antimonopoly Service of Russia.

(7)

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 Net Income, the most directly comparable IFRS financial measure:

 

     For the three months
ended December 31,
     For the twelve months
ended December 31,
 
     2018      2019      2018      2019  

Net income

     388,851        496,442        1,032,845        1,581,026  

Add the effect of:

           

Gain on disposal of subsidiary(1)

     —          —          (6,131      —    

Equity-settled awards (2)

     13,015        61,891        68,776        178,953  

IPO-related costs(3)

     9,168        1,990        110,043        190,284  

Insurance cover related to IPO(4)

     —          38,175        —          100,048  

Income from depositary(5)

     —          (8,551      —          (22,095

One-off litigation settlements and legal costs(6)

     —          17,734        —          17,734  

Share of loss of equity-accounted investees(7)

     —          21,958        —          30,542  

Amortization of intangible assets recognized upon the Acquisition(8)

     103,947        103,947        415,787        415,787  

Tax effect on adjustments(9)

     (20,789      (20,789      (83,157      (83,157
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted Net Income

     494,192        712,797        1,538,163        2,409,122  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

On April 26, 2018, we sold our 51% subsidiary, HeadHunter LLC (Ukraine), to minority shareholders and recognized a gain on disposal.

(2)

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.

(3)

In connection with our IPO, we incurred expenses related to legal, accounting and other professional fees that are not indicative of our ongoing expenses.

(4)

Subsequent to and in connection with our IPO, we purchased a one-year 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 may renew the policy, including the IPO-related cover, for an additional year or more.

(5)

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.

(6)

Represents one-off litigation costs related to administrative proceeding with the Federal Antimonopoly Service of Russia.

(7)

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.

(8)

As a result of the Acquisition, we recognized the following intangible assets: (i) trademark and domain names in the amount of P1,634,306 thousand, (ii) non-contractual customer relationships in the amount of P2,064,035 thousand and (iii) CV database in the amount of P618,601 thousand, which have a useful life of 10 years, 5-10 years and 10 years, respectively.

(9)

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

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)    December 31,
2019
     December 31,
2018
 

Trade and other receivables

     57,908        40,718  

Prepaid expenses and other current assets

     119,249        64,386  

Contract liabilities

     (2,367,416      (2,072,640

Trade and other payables

     (780,219      (655,877

Other current liabilities

     (23,880      —    
  

 

 

    

 

 

 

Net Working Capital

     (2,994,358      (2,623,413
  

 

 

    

 

 

 


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)    December 31,
2019
     December 31,
2018
 

Loans and borrowings

     4,064,501        5,203,692  

Loans and borrowings (current portion)

     1,064,554        1,233,924  

Cash and cash equivalents

     (2,089,215      (2,861,110
  

 

 

    

 

 

 

Net Debt

     3,039,840        3,576,506  
  

 

 

    

 

 

 

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

 

     December 31,
2019
     December 31,
2018
 

Net Debt

     3,039,840        3,576,506  

Adjusted EBITDA

     3,930,747        2,854,990  

Net Debt to Adjusted EBITDA Ratio

     0.8        1.3