Unaudited pro forma combined financial statements as of March 31, 2015 and the year ended December 31, 2014
Exhibit 99.4
Unaudited pro forma combined financial statements as of March 31, 2015 and the year ended December 31, 2014
On May 14, 2015, QIWI plc (“QIWI” or the “Company”) entered into the Subscription Agreement in Respect of Shares in QIWI plc (the “Subscription Agreement”) with Otkritie Investment Cyprus Limited (“Otkritie”) to acquire 100% ownership of the Contact money transfer system (“Contact”) and the Rapida payment processing system (“Rapida”) by acquiring all of the outstanding interests in CIHRUS LLC (“CIHRUS”), the holding company that held those two businesses. Under the terms of the Subscription Agreement, QIWI agreed to issue 5,593,041 class B shares to Otkritie in exchange for all of the outstanding interests in CIHRUS in two separate closings.
On June 2 and June 30, 2015, the Company acquired 70% and 30%, respectively, of the outstanding interests in CIHRUS (the “Acquisition”). The main activities of the CIHRUS and its subsidiaries, including Attenium LLC, Gikor LLC, Rapida LTD, Processingovyi Tsentr Rapida LLC (together, the “CIHRUS Group”), are operating the Contact money transfer system and the Rapida payment processing system.
The following unaudited combined pro forma statement of financial position as of March 31, 2015 gives effect to the Acquisition as if it had been completed as of March 31, 2015. The Acquisition was accounted for under the acquisition method of accounting pursuant to IFRS 3—Business Combinations. Accordingly, the assets acquired and liabilities assumed have been recorded at their estimated fair values at the date of the Acquisition. The purchase price has been allocated to the assets acquired and the liabilities assumed based upon estimates of their respective fair values, which are subject to adjustment. The following unaudited combined pro forma statements of comprehensive income for the year ended December 31, 2014 and for the three months ended March 31, 2015, give effect to the Acquisition as if it had been completed on January 1, 2014.
The unaudited combined pro forma financial statements included herein have been derived from the following sources:
• | Financial information for the Company under the column titled “QIWI” has been derived without adjustment from the audited consolidated financial statements of QIWI plc as of and for the year ended December 31, 2014, included in the Annual Report on Form 20-F filed by QIWI plc with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2015 and unaudited financial results of QIWI plc as of and for the three months ended March 31, 2015, included as Exhibit 99.2 to the Report of a Foreign Issuer on Form 6-K of QIWI plc furnished with the SEC on May 14, 2015. |
• | Financial information for CIHRUS Group under the column titled “CIHRUS” has been derived from financial statements listed below: |
i) Unaudited interim condensed consolidated financial statements of XXXXXX as of and for the three months ended March 31, 2015; and
ii) Audited consolidated financial statements of XXXXXX as of and for the year ended December 31, 2014,
((i) and (ii) together, the “CIHRUS Financial Statements”)).
The audited consolidated financial statements of CIHRUS as of and for the year ended December 31, 2014 do not include financial results of Attenium LLC (which holds the Rapida payment processing business) for the first half of 2014 as CIHRUS consolidated Attenium LLC using pooling of interest method as both entities (CIHRUS LLC and Attenium LLC) were under common control of Otkritie since June 30, 2014. In addition, the CIHRUS Financial Statements do not include financial results of the Contact money transfer business prior October 2014, the month in which Attenium LLC acquired the Contact business and started to consolidate it into the financial statements of CIHRUS.
In order to show the reader the effect of the xxxxxx impact of the Acquisition, Appendix 1 provides supplemental pro forma information, including certain non-IFRS adjusted financial information, that had been prepared to show the effect of the Acquisition as if the Rapida business (Attenium LLC) had been acquired by XXXXXX on January 1, 2014. Because Contact business was acquired through business acquisition by Otkritie in October 2014 for which no previous financial statements existed, supplemental pro forma information in respect of the Contact business prior to October 2014 cannot be provided.
Such pro forma financial information is derived from:
i) | The audited consolidated financial statements of Attenium LLC as of and for the year ended December 31, 2014; |
ii) | The unaudited standalone financial statements of CIHRUS LLC as of and for the year ended December 31, 2014. |
The unaudited combined pro forma financial statements have been prepared voluntarily following Article 11 of Regulation S-X. The unaudited combined pro forma financial statements are presented for illustrative purposes only and may not be indicative of the results that actually would have occurred had the transaction been in effect on the dates indicated, nor does it purport to indicate the results that may be obtained in the future. These unaudited combined pro forma financial statements are based on provisional amounts allocated by management to various assets and liabilities acquired, which amounts may be different when finalized than those currently presented.
The pro forma information should be read in conjunction with the financial statements and notes thereto of CIHRUS and Attenium LLC included as Exhibits 99.1, 99.2 and 99.3 to the Company’s Report of a Foreign Private Issuer on Form 6-K furnished to the SEC on December 22, 2015, and the Company’s financial statements and notes included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2014, filed on March 12, 2015 and unaudited financial results of QIWI plc as of and for the three months ended March 31, 2015, included as Exhibit 99.2 to the Report of a Foreign Issuer on Form 6-K of QIWI plc furnished to the SEC on May 14, 2015.
The unaudited combined pro forma financial statements do not give effect to any synergies and/or cost savings related to the Acquisition.
2
Unaudited Combined Pro Forma Statement of Financial Position as of March 31, 2015
(in thousands Rubles)
QIWI | CIHRUS | Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
Assets |
||||||||||||||||||
Non-current assets |
||||||||||||||||||
Property and equipment |
363,781 | 23,673 | 387,454 | |||||||||||||||
Goodwill and other intangible assets |
2,326,613 | 5,353,973 | 4,300,726 | (a) | 11,981,312 | |||||||||||||
Long-term debt instruments |
2,312,855 | — | 2,312,855 | |||||||||||||||
Long-term loans |
49,783 | — | 49,783 | |||||||||||||||
Other non-current assets |
54,208 | — | 54,208 | |||||||||||||||
Deferred tax assets |
230,227 | 14,045 | 33,842 | (a) | 278,114 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Total non-current assets |
5,337,467 | 5,391,691 | 4,334,568 | 15,063,726 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Current assets |
||||||||||||||||||
Trade and other receivables |
3,042,247 | 1,387,410 | 4,429,657 | |||||||||||||||
Short-term loans |
23,901 | 4,173 | 28,074 | |||||||||||||||
Short-term debt instruments |
1,725,966 | — | 1,725,966 | |||||||||||||||
Prepaid income tax |
82,500 | 3,563 | 86,063 | |||||||||||||||
VAT and other taxes receivable |
94,219 | — | 94,219 | |||||||||||||||
Cash and cash equivalents |
11,612,312 | 3,388,155 | 15,000,467 | |||||||||||||||
Other current assets |
318,297 | 344,344 | 153,841 | (b) | 816,482 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Total current assets |
16,899,442 | 5,127,645 | 153,841 | 22,180,928 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Assets of disposal group classified as held for sale |
117,464 | — | 117,464 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total assets |
22,354,373 | 10,519,336 | 4,488,409 | 37,362,118 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Equity and liabilities |
||||||||||||||||||
Equity attributable to equity holders of the parent |
||||||||||||||||||
Share capital |
965 | — | 965 | |||||||||||||||
Additional paid-in capital |
1,876,104 | — | 1,876,104 | |||||||||||||||
Share premium |
3,044,303 | — | 9,024,129 | (a) | 12,068,432 | |||||||||||||
Other reserve |
785,017 | — | 785,017 | |||||||||||||||
Retained earnings |
3,991,941 | — | 3,991,941 | |||||||||||||||
Translation reserve |
240,667 | — | 240,667 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total equity attributable to equity holders of the parent |
9,938,997 | — | 9,024,129 | 18,963,126 | ||||||||||||||
Non-controlling interest |
(271,957 | ) | — | (271,957 | ) | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Total equity |
9,667,040 | — | 9,024,129 | 18,691,169 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Non-current liabilities |
||||||||||||||||||
Long-term borrowings |
42,080 | — | 42,080 | |||||||||||||||
Long-term deferred revenue |
6,464 | — | 6,464 | |||||||||||||||
Other non-current liabilities |
862 | — | 862 | |||||||||||||||
Deferred tax liabilities |
73,182 | 688,915 | 401,867 | (a) | 1,163,964 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Total non-current liabilities |
122,588 | 688,915 | 401,867 | 1,213,370 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Current liabilities |
||||||||||||||||||
Net asset attributable to participants |
— | 4,937,587 | (4,937,587 | ) | (a) | — | ||||||||||||
Short-term borrowings |
439 | 876,500 | 876,939 | |||||||||||||||
Trade and other payables |
11,027,405 | 2,680,861 | 13,708,266 | |||||||||||||||
Amounts due to customers and amounts due to banks |
997,538 | 999,227 | 1,996,765 | |||||||||||||||
Income tax payable |
11,786 | 188,594 | 200,380 | |||||||||||||||
VAT and other taxes payable |
197,626 | 4,789 | 202,415 | |||||||||||||||
Deferred revenue |
24,033 | 4,001 | 28,034 | |||||||||||||||
Financial instruments |
— | 137,693 | 137,693 | |||||||||||||||
Other current liabilities |
10,665 | 1,169 | 11,834 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total current liabilities |
12,269,492 | 9,830,421 | (4,937,587 | ) | 17,162,326 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Liabilities directly associated with the assets of a disposal group classified as held for sale |
295,253 | — | 295,253 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total equity and liabilities |
22,354,373 | 10,519,336 | 4,488,409 | 37,362,118 | ||||||||||||||
|
|
|
|
|
|
3
Unaudited Combined Pro Forma Statement of Comprehensive Income for three months ended March 31, 2015
(in thousands Rubles, except per share data)
QIWI | CIHRUS | Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
Revenue |
3,971,476 | 1,545,760 | 5,517,236 | |||||||||||||||
Cost of revenue (exclusive of depreciation and amortization) |
1,740,016 | 1,057,211 | 2,797,227 | |||||||||||||||
Selling general and administrative expenses |
652,203 | 137,170 | 789,373 | |||||||||||||||
Depreciation and amortization |
102,130 | 81,238 | 23,778 | (b) | 207,146 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Profit from operations |
1,477,127 | 270,141 | (23,778 | ) | 1,723,490 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Distribution to participants |
— | (22,349 | ) | (22,349 | ) | |||||||||||||
Other income |
4,995 | 231 | 5,226 | |||||||||||||||
Other expenses |
(1,159 | ) | (105 | ) | (1,264 | ) | ||||||||||||
Foreign exchange gain |
447,720 | 16,235 | 463,955 | |||||||||||||||
Foreign exchange loss |
(343,986 | ) | (21,371 | ) | (365,357 | ) | ||||||||||||
Change in fair value of financial instruments |
— | (105,639 | ) | (105,639 | ) | |||||||||||||
Interest income |
556 | 97 | 653 | |||||||||||||||
Interest expense |
(13,331 | ) | (12 | ) | (13,343 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||||
Profit before tax |
1,571,922 | 137,228 | (23,778 | ) | 1,685,372 | |||||||||||||
Income tax expense |
(293,210 | ) | (77,832 | ) | 31,173 | (c) | (339,869 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||||
Net profit |
1,278,712 | 59,396 | 7,395 | 1,345,503 | ||||||||||||||
Attributable to: |
||||||||||||||||||
Equity holders of the parent |
1,308,136 | 59,396 | 7,395 | 1,374,927 | ||||||||||||||
Non-controlling interests |
(29,424 | ) | — | — | (29,424 | ) | ||||||||||||
Other comprehensive income |
||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||
Exchange differences on translation of foreign operations |
33,182 | — | — | 33,182 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total comprehensive income net of tax |
1,311,894 | 59,396 | 7,395 | 1,378,685 | ||||||||||||||
|
|
|
|
|
|
|||||||||||||
Attributable to: |
||||||||||||||||||
Equity holders of the parent |
1,344,466 | 59,396 | 7,395 | 1,411,257 | ||||||||||||||
Non-controlling interests |
(32,572 | ) | — | — | (32,572 | ) | ||||||||||||
Number of shares |
||||||||||||||||||
|
|
|
|
|||||||||||||||
basic |
54,543 | 5,593 | 60,136 | |||||||||||||||
|
|
|
|
|||||||||||||||
diluted |
55,031 | 5,593 | 60,624 | |||||||||||||||
|
|
|
|
|||||||||||||||
Earnings per share: |
||||||||||||||||||
Basic profit attributable to ordinary equity holders of the parent |
23.98 | 22.86 | ||||||||||||||||
Diluted profit attributable to ordinary equity holders of the parent |
23.77 | 22.68 |
4
Unaudited Combined Pro Forma Statement of Comprehensive Income for the year ended December 31, 2014
(in thousands Rubles, except per share data)
QIWI | CIHRUS | Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
Revenue |
14,718,727 | 2,288,673 | (19,622 | ) | (d) | 16,987,778 | ||||||||||||
Cost of revenue (exclusive of depreciation and amortization) |
7,273,099 | 1,823,980 | 805 | (d) | 9,097,884 | |||||||||||||
Selling general and administrative expenses |
3,082,177 | 198,087 | (18,706 | ) | (d) | 3,261,558 | ||||||||||||
Depreciation and amortization |
353,400 | 113,074 | 261,351 | (b), (d) | 727,825 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Profit from operations |
4,010,051 | 153,532 | (263,072 | ) | 3,900,511 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Distribution to participants |
— | (319,545 | ) | (319,545 | ) | |||||||||||||
Other income |
42,253 | 18,987 | (46 | ) | (d) | 61,194 | ||||||||||||
Other expenses |
(29,572 | ) | (310 | ) | 29 | (d) | (29,853 | ) | ||||||||||
Foreign exchange gain |
3,359,207 | 127,358 | 3,486,565 | |||||||||||||||
Foreign exchange loss |
(1,428,478 | ) | (156,593 | ) | (1,585,071 | ) | ||||||||||||
Share of loss of associates |
(26,583 | ) | — | (26,583 | ) | |||||||||||||
Impairment of investment in associates |
(24,634 | ) | — | (24,634 | ) | |||||||||||||
Change in fair value of financial instruments |
— | (7,037 | ) | (7,037 | ) | |||||||||||||
Gain from disposal of subsidiary |
— | 15,213 | (15,213 | ) | (d) | — | ||||||||||||
Interest income |
1,692 | 2,103 | 3,795 | |||||||||||||||
Interest expense |
(41,513 | ) | (462 | ) | 188 | (d) | (41,787 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||||
Profit before tax |
5,862,423 | (166,754 | ) | (278,114 | ) | 5,417,555 | ||||||||||||
|
|
|||||||||||||||||
Income tax expense |
(894,506 | ) | (125,107 | ) | 113,855 | (c), (d) | (905,758 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net profit |
4,967,917 | (291,861 | ) | (164,259 | ) | 4,511,797 | ||||||||||||
|
|
|||||||||||||||||
Attributable to: |
||||||||||||||||||
Equity holders of the parent |
5,024,140 | (291,861 | ) | (164,259 | ) | 4,568,020 | ||||||||||||
Non-controlling interests |
(56,223 | ) | — | — | (56,223 | ) | ||||||||||||
Other comprehensive income |
||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||
Exchange differences on translation of foreign operations |
105,789 | 105,789 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total comprehensive income net of tax |
5,073,706 | (291,861 | ) | (164,259 | ) | 4,617,586 | ||||||||||||
|
|
|
|
|
|
|||||||||||||
Attributable to: |
||||||||||||||||||
Equity holders of the parent |
5,217,720 | (291,861 | ) | (164,259 | ) | 4,761,600 | ||||||||||||
Non-controlling interests |
(144,014 | ) | — | — | (144,014 | ) | ||||||||||||
Number of shares |
||||||||||||||||||
|
|
|
|
|||||||||||||||
basic |
53,396 | 5,593 | 58,989 | |||||||||||||||
|
|
|
|
|||||||||||||||
diluted |
54,179 | 5,593 | 59,772 | |||||||||||||||
|
|
|
|
|||||||||||||||
Earnings per share: |
||||||||||||||||||
Basic profit attributable to ordinary equity holders of the parent |
94.09 | 77.44 | ||||||||||||||||
Diluted profit attributable to ordinary equity holders of the parent |
92.73 | 76.42 |
5
Notes to Unaudited Pro Forma Combined Financial Information
Note 1 - Basis of presentation
The unaudited combined pro forma statement of financial position as of March 31, 2015 gives effect to the acquisition as if it had been completed as of March 31, 2015. The acquisition has been accounted for using the acquisition method. Accordingly, the assets acquired and liabilities assumed have been recorded at their estimated fair values at the date of the Acquisition. The purchase price has been allocated to the assets acquired and the liabilities assumed based upon estimates of their respective fair values, which are subject to adjustment.
The unaudited combined pro forma statements of comprehensive income for the three months ended March 31, 2015 and the unaudited combined pro forma statements of comprehensive income for the year ended December 31, 2014 give effect to the acquisition as if it had been completed on January 1, 2014.
Note 2 — Preliminary purchase price allocation
On June 2 and June 30, 2015, the Company acquired 70% and 30%, respectively, of the outstanding interests in CIHRUS. The Company financed the acquisition through the issuance of 5,593,041 class B shares of QIWI. The unaudited pro forma combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of CIHRUS based on management’s best estimates of fair value. The final purchase price allocation may vary based on final appraisals, valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes.
The following table shows the preliminary allocation of the purchase price for CIHRUS to the acquired identifiable assets, liabilities assumed and pro forma goodwill:
(in thousands Rubles)
Fair value of 3,915,129 class B shares transferred for 70% |
6,410,868 | |||
Fair value of 1,677,912 class B shares transferred for 30% |
2,613,261 | |||
|
|
|||
Total purchase consideration transferred |
9,024,129 | |||
|
|
|||
Net assets acquired: |
||||
Property and equipment |
24,279 | |||
Intangible assets (provisional) |
5,560,776 | |||
Deferred tax assets |
53,430 | |||
Accounts receivable |
2,352,154 | |||
Cash and cash equivalents |
3,200,275 | |||
Prepaid income tax |
51,204 | |||
Other current assets |
480,514 | |||
Deferred tax liabilities |
(1,089,522 | ) | ||
Short-term borrowings |
(1,246,398 | ) | ||
Trade and other payables |
(3,951,076 | ) | ||
Income tax payable |
(218,024 | ) | ||
Amounts due to customers and amounts due to banks |
(832,818 | ) | ||
Other current liabilities |
(14,494 | ) | ||
|
|
|||
Total identifiable net assets at fair value as at June 2, 2015 |
4,370,300 | |||
|
|
|||
Goodwill |
4,653,829 | |||
|
|
6
Note 3 — Pro forma adjustments
Adjustments to the pro forma combined statement of financial position
(a) | Reflects: |
• | the adjustment of historical intangible assets acquired by the Company to their estimated fair value |
• | goodwill associated with the acquisition |
• | the effect of issuance of shares |
• | the effect of the deferred tax assets and liabilities resulting from the acquisition |
• | the elimination of the historical net assets attributable to participants of CIHRUS as part of the consolidation (see Note 2). |
(b) | Accrual of indemnification asset, as the share purchase agreement commits the seller to unconditionally and irrevocably indemnify and reimburse in full all direct or indirect losses incurred, suffered or sustained by the Company in respect of this matter during the three years from the date of the agreement. |
Adjustments to the pro forma statements of comprehensive income
(a) | Distributions to participants treated by the Company as dividends and eliminated upon consolidation. |
(b) | Reflects the estimated amortization (including: customer and partner relationships, trademarks and computer software with useful life of 15, 6 and 5 years correspondingly and bank license with indefinite useful life) and depreciation expense related to the acquired intangible assets, property and equipment discussed in Notes 2 and 3(a) (adjustments to the pro forma combined statement of financial position), respectively. |
(c) | Reversal of the income tax expense as a result of accrual of indemnification, as the share purchase agreement commits the seller to unconditionally and irrevocably indemnify and reimburse in full all direct or indirect losses incurred, suffered or sustained by the Company in respect of this matter during the three years from the date of the agreement. |
(d) | Deconsolidation of Contact Tsentr LLC and the effect of its sale as Contact Tsentr LLC was not part of the Acquisition. |
7
Unaudited Combined Pro Forma of non-IFRS adjusted metrics for three months ended March 31, 2015
These unaudited pro forma combined financial statements presents Total Adjusted Net Revenue, Payment Adjusted Net Revenue, Other Adjusted Net Revenue, Adjusted Net Profit and Adjusted Net Profit per share, which are non-IFRS financial measures. You should not consider these non-IFRS financial measures as substitutes for or superior to revenue, in the case of Total Adjusted Net Revenue, Payment Adjusted Net Revenue and Other Adjusted Net Revenue; Net Profit, in the case of Adjusted Net Profit, or earnings per share, in the case of Adjusted Net Profit per share, each prepared in accordance with IFRS. Furthermore, because these non-IFRS financial measures are not determined in accordance with IFRS, they are susceptible to varying calculations and may not be comparable to other similarly titled measures presented by other companies. QIWI encourages investors and others to review our financial information in its entirety and not rely on a single financial measure.
Payment Adjusted Net Revenue is the Adjusted Net Revenue consisting of the merchant and consumer fees collected for the payment transactions. Other Adjusted Net Revenue is principally composed of revenue from inactivity fees, interest revenue and revenue from overdrafts provided to agents.
For the three months ended March 31, 2015
(in million Rubles, except per share basis)
QIWI | Rapida | Contact | Other and Eliminations |
Total | ||||||||||||||||
Volume (billion) |
158.4 | 92.9 | 55.8 | — | 307.1 | |||||||||||||||
Total Adjusted Net Revenue |
2,515 | 233 | 338 | 16 | 3,102 | |||||||||||||||
Payment Adjusted Net Revenue |
1,840 | 158 | 322 | — | 2,320 | |||||||||||||||
Other Adjusted Net Revenue |
675 | 75 | 16 | 16 | 782 | |||||||||||||||
Adjusted Net Profit |
1,117 | 61 | 193 | 12 | 1,383 | |||||||||||||||
Payment Net Revenue Yield |
1.16 | % | 0.17 | % | 0.58 | % | 0.76 | % | ||||||||||||
Adjusted Net Profit per share: |
||||||||||||||||||||
Basic |
20.47 | 23.00 | ||||||||||||||||||
Diluted |
20.29 | 22.81 |
• | Adjusted net revenue is calculated by subtracting cost of revenue from revenue and adding back compensation to employees and related taxes. Adjusted net revenue is also referred to as segment net revenue in the financial statements of XXXXXX as of and for the three months ended March 31, 2015. Please refer to note 4 of the financial statements of XXXXXX as of and for the three months ended March 31, 2015. |
• | Adjusted net profit is defined as net profit excluding amortization of fair value adjustments, share-based payment expenses, and foreign exchange gain from revaluation of cash proceeds from secondary public offering, change in fair value of financial instruments and the effects of taxation on those excluded items. Adjusted net profit for Rapida and Contact is calculated by deducting taxes (in an amount of RUB 14 million for Rapida and RUB 46 million for Contact) from segment profit before tax of Rapida and Contact. Please refer to note 4 of the financial statements of XXXXXX as of and for the three months ended March 31, 2015. |
• | For a reconciliation of adjusted net revenue and adjusted net profit of QIWI for the three months ended March 31, 2015, please refer to exhibit 99.2 to QIWI’s Report of a Foreign Private Issuer on Form 6-K for the three months ended March 31, 2015, filed with the U.S. Securities and Exchange Commission on May 14, 2015. |
8
Appendix 1
Financial information in the pro forma format representing full year consolidation of Attenium LLC and standalone financial statements of CIHRUS LLC for the year ended December 31, 2014
(in thousands Rubles, except per share data)
QIWI | CIHRUS1 | Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
Revenue |
14,718,727 | 3,503,381 | 18,222,108 | |||||||||||||||
Cost of revenue (exclusive of depreciation and amortization) |
7,273,099 | 2,867,568 | 10,140,667 | |||||||||||||||
Selling general and administrative expenses |
3,082,177 | 275,760 | 3,357,937 | |||||||||||||||
Depreciation and amortization |
353,400 | 57,998 | 321,806 | (b) | 733,204 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Profit from operations |
4,010,051 | 302,055 | (321,806 | ) | 3,990,300 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Distribution to participants |
— | (293,321 | ) | 293,321 | (a) | — | ||||||||||||
Other income |
42,253 | 19,579 | 61,832 | |||||||||||||||
Other expenses |
(29,572 | ) | (7,380 | ) | (36,952 | ) | ||||||||||||
Foreign exchange gain |
3,359,207 | 127,458 | 3,486,665 | |||||||||||||||
Foreign exchange loss |
(1,428,478 | ) | (156,620 | ) | (1,585,098 | ) | ||||||||||||
Share of loss of associates |
(26,583 | ) | — | (26,583 | ) | |||||||||||||
Impairment of investment in associates |
(24,634 | ) | — | (24,634 | ) | |||||||||||||
Interest income |
1,692 | 2,314 | 4,006 | |||||||||||||||
Interest expense |
(41,513 | ) | (273 | ) | (41,786 | ) | ||||||||||||
|
|
|
|
|
|
|||||||||||||
Profit before tax |
5,862,423 | (6,188 | ) | (28,485 | ) | 5,827,750 | ||||||||||||
Income tax expense |
(894,506 | ) | (204,611 | ) | 174,676 | (c) | (924,441 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||||
Net profit |
4,967,917 | (210,799 | ) | 146,191 | 4,903,309 | |||||||||||||
Attributable to: |
||||||||||||||||||
Equity holders of the parent |
5,024,140 | (210,799 | ) | 146,191 | 4,959,532 | |||||||||||||
Non-controlling interests |
(56,223 | ) | (56,223 | ) | ||||||||||||||
Other comprehensive income |
||||||||||||||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: |
||||||||||||||||||
Exchange differences on translation of foreign operations |
105,789 | 105,789 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||
Total comprehensive income net of tax |
5,073,706 | (210,799 | ) | 146,191 | 5,009,098 | |||||||||||||
|
|
|
|
|
|
|||||||||||||
Attributable to: |
||||||||||||||||||
Equity holders of the parent |
5,217,720 | (210,799 | ) | 146,191 | 5,153,112 | |||||||||||||
Non-controlling interests |
(144,014 | ) | — | (144,014 | ) | |||||||||||||
Number of shares |
||||||||||||||||||
|
|
|
|
|||||||||||||||
basic |
53,396 | 5,593 | 58,989 | |||||||||||||||
|
|
|
|
|||||||||||||||
diluted |
54,179 | 5,593 | 59,772 | |||||||||||||||
|
|
|
|
|||||||||||||||
Earnings per share: |
||||||||||||||||||
Basic profit attributable to ordinary equity holders of the parent |
94.09 | 84.08 | ||||||||||||||||
Diluted profit attributable to ordinary equity holders of the parent |
92.73 | 82.97 |
(1) | See “Reconciliation to Financial Statements of CIHRUS (unaudited)”. |
9
1Reconciliation to Financial Statements of CIHRUS (unaudited)
(in thousands Rubles)
Attenium LLC (audited) 2014 |
+
|
CIHRUS Standalone (unaudited) 2014 |
=
|
CIHRUS (unaudited) 2014 |
||||||||||||
Revenue |
3,425,782 | 77,599 | 3,503,381 | |||||||||||||
Cost of revenue (exclusive of depreciation and amortization) |
2,858,710 | 8,858 | 2,867,568 | |||||||||||||
Selling general and administrative expenses |
239,382 | 36,378 | 275,760 | |||||||||||||
Depreciation and amortization |
45,221 | 12,777 | 57,998 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Profit from operations |
282,469 | 19,586 | 302,055 | |||||||||||||
|
|
|
|
|
|
|||||||||||
Distribution to participants |
(293,321 | ) | — | (293,321 | ) | |||||||||||
Other income |
19,567 | 12 | 19,579 | |||||||||||||
Other expenses |
(7,269 | ) | (111 | ) | (7,380 | ) | ||||||||||
Foreign exchange gain |
127,419 | 39 | 127,458 | |||||||||||||
Foreign exchange loss |
(156,620 | ) | — | (156,620 | ) | |||||||||||
Interest income |
1,300 | 1,014 | 2,314 | |||||||||||||
Interest expense |
(92 | ) | (181 | ) | (273 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Profit before tax |
(26,547 | ) | 20,359 | (6,188 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Income tax expense |
(202,186 | ) | (2,425 | ) | (204,611 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net profit |
(228,733 | ) | 17,934 | (210,799 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Attributable to: |
||||||||||||||||
Equity holders of the parent |
(228,733 | ) | 17,934 | (210,799 | ) | |||||||||||
Total comprehensive income net of tax of 0 |
(228,733 | ) | 17,934 | (210,799 | ) | |||||||||||
Attributable to: |
||||||||||||||||
Equity holders of the parent |
(228,733 | ) | 17,934 | (210,799 | ) |
10
Non-IFRS adjusted metrics for the year ended December 31, 2014
For the year ended December 31, 2014
(in million Rubles, except per share basis)
QIWI | Rapida | Contact | Other and Eliminations |
Total | ||||||||||||||||
Volume (billion) |
645.4 | 442.5 | 58.7 | — | 1,146.6 | |||||||||||||||
Total Adjusted Net Revenue |
8,836 | 523 | 223 | 81 | 9,663 | |||||||||||||||
Payment Adjusted Net Revenue |
6,515 | 566 | 241 | — | 7,322 | |||||||||||||||
Other Adjusted Net Revenue |
2,321 | (43 | ) | (18 | ) | 81 | 2,341 | |||||||||||||
Adjusted Net Profit |
3,496 | 101 | 86 | 31 | 3,714 | |||||||||||||||
Payment Net Revenue Yield |
1.01 | % | 0.13 | % | 0.41 | % | 0.64 | % | ||||||||||||
Adjusted Net Profit per share: |
||||||||||||||||||||
Basic |
65.48 | 62.97 | ||||||||||||||||||
Diluted |
64.54 | 62.14 |
• | Adjusted net revenue is calculated by subtracting cost of revenue from revenue and adding back compensation to employees and related taxes. Adjusted net revenue is also referred to as segment net revenue in the financial statements of Attenium LLC as of and for the year ended December 31, 2014. Please refer to note 7 of the financial statements of Attenium LLC as of and for the year ended December 31, 2014. |
• | Adjusted net profit is defined as net profit excluding amortization of fair value adjustments, share-based payment expenses, and foreign exchange gain from revaluation of cash proceeds from secondary public offering, change in fair value of financial instruments and the effects of taxation on those excluded items. Adjusted net profit for Rapida and Contact is calculated by deducting taxes (in an amount of RUB 47 million for Rapida and RUB 65 million for Contact) from segment profit before tax of Rapida and Contact. Please refer to note 7 of the financial statements of Attenium LLC as of and for the year ended December 31, 2014 for Rapida and to note 7 of the financial statements of XXXXXX as of and for the year end December 31, 2014 for Contact. |
• | For a reconciliation of adjusted net revenue and adjusted net profit of QIWI for the year ended December 31, 2014, please refer to Item3. Key Information of QIWI’s Annual Report on Form 20-F for the year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission. |
11