Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF A FOREIGN ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For May 14, 2015

 

 

QIWI plc

 

 

12-14 Kennedy Ave.

Kennedy Business Centre, 2nd Floor, Office 203

1087 Nicosia Cyprus

(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   x             Form 40-F   ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨             No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-190918) OF QIWI PLC AND IN THE OUTSTANDING PROSPECTUS CONTAINED IN SUCH REGISTRATION STATEMENT.

 

 

 


Exhibits

 

99.1 “QIWI Announces Acquisition of Contact and Rapida” press release dated May 14, 2015
99.2 “QIWI Announces First-Quarter 2015 Results” press release dated May 14, 2015


SIGNATURES

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

 

QIWI PLC (Registrant)
Date: May 14, 2015 By:

/s/ Alexander Karavaev

Alexander Karavaev
Chief Financial Officer
EX-99.1

Exhibit 99.1

QIWI Announces Acquisition of Contact and Rapida

MOSCOW, RUSSIA – May 14, 2015 – QIWI plc (Nasdaq: QIWI, MOEX: QIWI) (“QIWI” or the “Company”) today announced that it has entered into an agreement with Otkritie Financial Group (“Otkritie”) to acquire 100% ownership of the Contact money transfer system and the Rapida payment processing system. Under the terms of the agreement, QIWI will issue 5,593,041 class B shares to Otkritie in exchange for all of the outstanding interests in Contact and Rapida. In addition, in connection with the acquisition, QIWI and Otkritie intend to enter into a cooperation agreement for the introduction of new products and services in the financial services market vertical.

“We are very pleased to announce the acquisition of Contact and Rapida. Money remittance is one of the key market verticals for QIWI, and, with this transaction, we believe that there will be an opportunity to grow our market share and leverage the ecosystem that we have built to date,” said Sergey Solonin, chief executive officer of QIWI. “With this acquisition, not only are we becoming a significant player in the money remittance market, but we are also becoming a strategic partner of one of the largest Russian financial institutions, Otkritie. We view this partnership as mutually beneficial and expect it to contribute to strengthening our position in the financial services market vertical through the introduction of new products and services,” Mr. Solonin continued.

“We attach great importance to our strategic partnership with QIWI,” noted Ruben Aganbegyan, Chairman of Otkritie Holding’s Management Board. “As a result, QIWI will emerge establishing itself as a leader in all money transfer segments. Capitalizing on the competencies and experience of Otkritie and QIWI, our prospective strategic partnership will develop and implement new hi-tech solutions for electronic finance to even better meet our clients’ needs.”

The Company expects that the acquisition of Contact and Rapida will contribute between approximately 15% and 20% in annualized terms to both QIWI’s adjusted net revenue and adjusted net profit in 2015 following closing, which is expected to occur in two instalments by mid-September 2015, and is subject to customary closing conditions, including regulatory approvals.

Conference Call and Audio Webcast

QIWI will host a conference call to discuss the acquisition and its first-quarter 2015 financial results at 8:30 a.m. ET. Hosting the call will be Sergey Solonin, chief executive officer, and Alexander Karavaev, chief financial officer. The conference call can be accessed live over the phone by dialing +1 (877) 407-3982 or for international callers by dialing +1 (201) 493-6780. A replay will be available at 11:30 a.m. ET and can be accessed by dialing +1 (877) 870-5176 or +1 (858) 384-5517 for international callers; the pin number is 13608949. The replay will be available until Thursday, May 21, 2015. The call will be webcast live from the Company’s website at https://www.qiwi.ru under the Corporate Investor Relations section or directly at http://investor.qiwi.com/.


About QIWI

QIWI is a leading provider of next generation payment services in Russia and the CIS. It has an integrated proprietary network that enables payment services across physical, online and mobile channels. It has deployed over 17.3 million virtual wallets, over 177,000 kiosks and terminals, and enabled merchants to accept over RUB 50 billion cash and electronic payments monthly from over 70 million consumers using its network at least once a month. QIWI’s consumers can use cash, stored value and other electronic payment methods to order and pay for goods and services across physical or online environments interchangeably.

About Otkritie Financial Group

Otkritie Financial Group is a full-service financial group offering retail, corporate and institutional clients a wide range of banking, investment and insurance solutions. Otkritie’s total assets exceed RUB 4 trillion. Otkritie’s banking business ranks first among Russian major private banks and fourth among Russian banking groups by assets. The banking business comprises Otkritie FC Bank, Khanty-Mansiysk Otkritie Bank and Petrocommerce Bank (the latter to complete its integration into the Group before the end of 2015). Trust Bank will also join the Group through financial rehabilitation. Otkritie’s banking network includes approximately 700 branches of various formats and 4,000 ATMs across 60 key regions of Russia. Otkritie employs more than 22,000 people serving 4 million individuals and 186,000 legal entities.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding completion of the acquisition of Contact and Rapida and the expected benefits therefrom and QIWI’s relationship with Otkritie. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of QIWI to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to, the failure to obtain necessary regulatory approvals, the satisfaction of other conditions to the closing of the transaction, the possibility that the length of time necessary to consummate this transaction may be longer than anticipated, the achievement of the expected benefits of the transaction, risks associated with integrating the businesses of QIWI, Contact and Rapida, competition, a decline in average net revenue yield, fees levied on QIWI’s consumers, regulation, QIWI’s ability to grow physical and virtual distribution channels, QIWI’s ability to expand geographically and other risks identified under the Caption “Risk Factors” in QIWI’s Annual Report on Form 20-F and in other reports QIWI files with the U.S. Securities and Exchange Commission. QIWI undertakes no obligation to revise any forward-looking statements or to report future events that may affect such forward-looking statements unless QIWI is required to do so by law.

 

2


Contact

 

Yakov Barinskiy

Head of M&A and Investor Relations

+7.499.709.0192

ir@qiwi.com

Varvara Kiseleva

Investor Relations

+7.499.709.0192

ir@qiwi.com

 

3

EX-99.2

Exhibit 99.2

 

LOGO

QIWI ANNOUNCES FIRST-QUARTER RESULTS

First-Quarter Total Adjusted Net Revenue Increases 34% to RUB 2,515 Million

Adjusted Net Profit Increases 42% to RUB 1,117 Million or RUB 20.29 per diluted share

QIWI acquires 100% in Contact and Rapida

QIWI reiterates 2015 Guidance

Board of Directors Approves Dividend of 25 cents per share

MOSCOW, RUSSIA – May 14, 2015 – QIWI plc, (NASDAQ: QIWI) (“QIWI” or the “Company”) today announced results for the first-quarter ended March 31, 2015.

First-Quarter 2015 Operating and Financial Highlights

 

    Total Adjusted Net Revenue increased 34% to RUB 2,515 million ($43.0 million)

 

    Adjusted EBITDA increased 50% to RUB 1,600 million ($27.4 million)

 

    Adjusted Net Profit increased 42% to RUB 1,117 million ($19.1 million), or RUB 20.29 per diluted share

 

    Total payment volume increased 6% to RUB 158.4 billion ($2.7 billion)

“I am very pleased with our solid first-quarter results,” said Sergey Solonin, QIWI’s chief executive officer. “Despite the general macroeconomic slowdown we continued to deliver strong financial and operational results. We see plenty of opportunities ahead, especially in gaining market share in the key verticals, and will continue to focus on our core market verticals and execute our strategy.”

First-Quarter 2015 Results

Revenues: Total Adjusted Net Revenue for the quarter ended March 31, 2015 was RUB 2,515 million ($43.0 million), an increase of 34% compared with RUB 1,877 million in the prior year.

Payment Adjusted Net Revenue was RUB 1,840 million ($31.5 million), an increase of 35% compared with RUB 1,362 million in the prior year. Payment Adjusted Net Revenue growth was predominantly driven by an increase in payment volume in the E-commerce and Money Remittances market verticals and net revenue yield in the E-commerce, Financial Services and Money Remittances market. Payment Adjusted Net Revenue was slightly offset by a decrease in payment volume in Financial Services and net revenue yield in the Telecom market vertical.

Other Adjusted Net Revenue, which is principally composed of revenue from inactivity fees, interest revenue and gain from currency swaps and overdrafts provided to agents, revenue from rent of space for kiosks and sale of kiosks, cash and settlement services and advertising, was RUB 675 million ($11.5 million), an increase of 31% compared with RUB 515 million in the prior year. The growth in the first-quarter was mainly due to increase in revenue from sales of kiosks, interest revenue from deposits and overdrafts provided to agents, slightly offset by a decrease in gain from currency swaps.


Adjusted EBITDA: For the quarter ended March 31, 2015, Adjusted EBITDA was RUB 1,600 million ($27.4 million), an increase of 50% compared with RUB 1,068 million in the prior year. Adjusted EBITDA growth was mainly driven by revenue growth and continued operating leverage in the business as well as bad debt recovery of RUB 67 million as compared to bad debt provision of RUB 62 million in the first quarter of 2014. Adjusted EBITDA margin (Adjusted EBITDA as a percentage of Total Adjusted Net Revenue) was 63.6% compared with 56.9% in the prior year.

Adjusted Net Profit: For the quarter ended March 31, 2015, Adjusted Net Profit was RUB 1,117 million ($19.1 million), an increase of 42% compared with RUB 785 million in the prior year. The increase in Adjusted Net Profit was primarily driven by the same factors impacting Adjusted EBITDA, with exception of transaction foreign exchange effect.

Other Operating Data: For the quarter ended March 31, 2015, total payment volume was RUB 158.4 billion ($2.7 billion), an increase of 6% compared with RUB 149.6 billion in the prior year. Payment volume increased across all verticals except for financial services which demonstrated a 26% decrease caused by the general situation in retail loans segment. Average payment net revenue yield was 1.16%, an increase of 25 bps compared with 0.91% in the prior year. The increase in payment volume and average payment net revenue yield in the first-quarter was mainly driven by strong growth in the E-commerce and Money Remittances market verticals.

The total average Net Revenue Yield was 1.59%, an increase of 33 bps as compared with 1.26% in the prior year.

The number of active kiosks and terminals was 177,448, an increase of 6% compared with the prior year. The number of active Visa Qiwi Wallet accounts was 17.3 million in the first-quarter 2015, an increase of 1.7 million, or 11%, as compared with 15.6 million in the first-quarter 2014.

Recent Developments

Dividend: QIWI announces that following the determination of first-quarter 2015 financial results its Board of Directors recommended a dividend of USD 25 cents per share. The dividend record date is 26 May 2015, and the Company intends to pay the dividend on 28 May, 2015. The holders of ADSs will receive the dividend shortly thereafter.

Acquisition of Contact and Rapida: as announced separately today QIWI has entered into an agreement with Otkritie Financial Corporation to acquire 100% ownership of the Contact money transfer system and the Rapida payment processing system. Under the terms of the agreement, QIWI will issue 5,593,041 class B shares to Otkritie Financial Corporation in exchange for all of the outstanding interests in Contact and Rapida. The Company expects that the acquisition of Contact and Rapida will contribute between approximately 15% and 20% in annualized terms to both QIWI’s adjusted net revenue and adjusted net profit acquisition in 2015 following closing, which is expected to occur in two installments by mid-September 2015, and is subject to customary closing conditions, including regulatory approvals.

2015 Guidance1

QIWI reiterates its guidance in respect of 2015 outlook:

 

    Total Adjusted Net Revenue is expected to increase by 12% to 16% over 2014

 

    Adjusted Net Profit is expected to increase by 12% to 16% over 2014

 

1  Guidance is provided in Russian rubles


We have started to note the effects of the macroeconomic slowdown in Russia in the second half of 2014 and especially in Q4, which we believe can be long lasting and could have a significant negative effect on both consumer spending and the banking system in Russia and, accordingly, on our business in the future. The extent of the slowdown, and if that were to result in a full scale banking crisis, is yet to be assessed. We, therefore, do not currently have enough visibility on our Total Adjusted Net Revenue and Adjusted Net Profit in 2015. We reiterate the 2015 guidance based on our current understanding of the macroeconomic situation, which is subject to change. We reserve the right to revisit our 2015 guidance in case we see the situation changing throughout the year. Expected growth of Adjusted Net Profit equals to the expected growth of Adjusted Net Revenue as a consequence of our desire and commitment to invest into new products and gain market share in 2015.

Earnings Conference Call and Audio Webcast

QIWI will host a conference call to discuss first-quarter 2015 financial results today at 8:30 a.m. ET. Hosting the call will be Sergey Solonin, chief executive officer, and Alexander Karavaev, chief financial officer. The conference call can be accessed live over the phone by dialing +1 (877) 407-3982 or for international callers by dialing +1 (201) 493-6780. A replay will be available at 11:30 a.m. ET and can be accessed by dialing +1 (877) 870-5176 or +1 (858) 384-5517 for international callers; the pin number is 13608949. The replay will be available until Thursday, May 21, 2015. The call will be webcast live from the Company’s website at https://www.qiwi.ru under the Corporate Investor Relations section or directly at http://investor.qiwi.com/.


About QIWI plc.

QIWI is a leading provider of next generation payment services in Russia and the CIS. It has an integrated proprietary network that enables payment services across physical, online and mobile channels. It has deployed over 17.3 million virtual wallets, over 177,000 kiosks and terminals, and enabled merchants to accept over RUB 50 billion cash and electronic payments monthly from over 70 million consumers using its network at least once a month. QIWI’s consumers can use cash, stored value and other electronic payment methods to order and pay for goods and services across physical or online environments interchangeably.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of, and subject to the protection of, the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the closing and expected benefits from the acquisition of Contact and Rapida, expected total adjusted net revenue, adjusted net profit and net revenue yield, dividend payments, payment volume growth, and growth of physical and virtual distribution channels. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of QIWI plc. to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to, the failure to obtain necessary regulatory approvals for the acquisition of Contact and Rapida, the satisfaction of other conditions to the closing of the acquisition of Contact and Rapida, the possibility that the length of time necessary to consummate the acquisition of Contact and Rapida may be longer than anticipated, the achievement of the expected benefits of the acquisition of Contact and Rapida, risks associated with integrating the businesses of QIWI, Contact and Rapida, competition, a decline in average net revenue yield, fees levied on QIWI’s consumers, regulation, QIWI’s ability to grow physical and virtual distribution channels, QIWI’s ability to expand geographically and other risks identified under the Caption “Risk Factors” in QIWI’s Annual Report on Form 20-F and in other reports QIWI files with the U.S. Securities and Exchange Commission. QIWI undertakes no obligation to revise any forward-looking statements or to report future events that may affect such forward-looking statements unless QIWI is required to do so by law.

Contact

 

Yakov Barinskiy

Head of M&A and Investor Relations

+7.499.709.0192

ir@qiwi.com

Varvara Kiseleva

Investor Relations

+7.499.709.0192

ir@qiwi.com


QIWI plc.

Consolidated Statement of Financial Position

(in thousands)

 

     As of December 31,     As of March 31,     As of March 31,  
     2014     2015 (unaudited)     2015 (unaudited)  
     RUB     RUB     USD(1)  

Assets

      

Non-current assets

      

Property and equipment

     379,943        363,781        6,222   

Goodwill and other intangible assets

     2,367,623        2,326,613        39,796   

Long-term debt instruments

     1,806,295        2,312,855        39,560   

Long-term loans

     52,648        49,783        852   

Other non-current assets

     42,455        54,208        927   

Deferred tax assets

     239,571        230,227        3,938   
  

 

 

   

 

 

   

 

 

 

Total non-current assets

  4,888,535      5,337,467      91,295   
  

 

 

   

 

 

   

 

 

 

Current assets

Trade and other receivables

  5,305,275      3,042,247      52,036   

Short-term loans

  31,588      23,901      409   

Short-term debt instruments

  2,132,887      1,725,966      29,522   

Prepaid income tax

  89,239      82,500      1,411   

VAT and other taxes receivable

  51,078      94,219      1,612   

Cash and cash equivalents

  17,079,965      11,612,312      198,623   

Other current assets

  345,688      318,297      5,444   
  

 

 

   

 

 

   

 

 

 

Total current assets

  25,035,720      16,899,442      289,057   
  

 

 

   

 

 

   

 

 

 

Assets of disposal group classified as held for sale

  125,867      117,464      2,009   
  

 

 

   

 

 

   

 

 

 

Total assets

  30,050,122      22,354,373      382,361   
  

 

 

   

 

 

   

 

 

 

Equity and liabilities

Equity attributable to equity holders of the parent

Share capital

  963      965      17   

Additional paid-in capital

  1,876,104      1,876,104      32,090   

Share premium

  3,044,303      3,044,303      52,071   

Other reserve

  764,243      785,017      13,427   

Retained earnings

  2,683,805      3,991,941      68,280   

Translation reserve

  204,337      240,667      4,116   
  

 

 

   

 

 

   

 

 

 

Total equity attributable to equity holders of the parent

  8,573,755      9,938,997      170,002   

Non-controlling interest

  (239,385   (271,957   (4,652
  

 

 

   

 

 

   

 

 

 

Total equity

  8,334,370      9,667,040      165,350   
  

 

 

   

 

 

   

 

 

 

Non-current liabilities

Long-term borrowings

  41,981      42,080      720   

Long-term deferred revenue

  8,394      6,464      111   

Long-term accounts payable

  987      862      15   

Deferred tax liabilities

  37,758      73,182      1,252   
  

 

 

   

 

 

   

 

 

 

Total non-current liabilities

  89,120      122,588      2,097   
  

 

 

   

 

 

   

 

 

 

Current liabilities

Short-term borrowings

  1,061      439      8   

Trade and other payables

  20,179,673      11,027,405      188,619   

Amounts due to customers and amounts due to banks

  1,001,286      997,538      17,062   

Income tax payable

  11,290      11,786      202   

VAT and other taxes payable

  127,733      197,626      3,380   

Deferred revenue

  52,008      24,033      411   

Other current liabilities

  56      10,665      182   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

  21,373,107      12,269,492      209,864   
  

 

 

   

 

 

   

 

 

 

Liabilities directly associated with the assets of a disposal group classified as held for sale

  253,525      295,253      5,050   
  

 

 

   

 

 

   

 

 

 

Total equity and liabilities

  30,050,122      22,354,373      382,361   
  

 

 

   

 

 

   

 

 

 

 

(1) Calculated using a ruble to U.S. dollar exchange rate of RUB 58.4643 to U.S. $1.00, which the official exchange rate was quoted by the Central Bank of the Russian Federation as of March 31, 2015.


QIWI plc.

Consolidated Statement of Comprehensive Income

(in thousands, except per share data)

 

     Three months ended (unaudited)  
     March 31, 2014     March 31, 2015     March 31, 2015  
     RUB     RUB     USD(1)  

Revenue

     3,259,462        3,971,476        67,930   

Operating costs and expenses:

      

Cost of revenue (exclusive of depreciation and amortization)

     1,688,133        1,740,016        29,762   

Selling general and administrative expenses

     582,188        652,203        11,156   

Depreciation and amortization

     84,294        102,130        1,747   

Profit from operations

     904,847        1,477,127        25,266   
  

 

 

   

 

 

   

 

 

 

Other income

  375      4,995      85   

Other expenses

  (5,006   (1,159   (20

Foreign exchange gain

  146,980      447,720      7,658   

Foreign exchange loss

  (149,033   (343,986   (5,884

Share of loss of associates

  (7,311   —        —     

Impairment of investment in associates

  (2,903   —        —     

Interest income

  712      556      10   

Interest expense

  (10,572   (13,331   (228
  

 

 

   

 

 

   

 

 

 

Profit before tax

  878,089      1,571,922      26,887   

Income tax expense

  (189,912   (293,210   (5,015
  

 

 

   

 

 

   

 

 

 

Net profit

  688,177      1,278,712      21,872   
  

 

 

   

 

 

   

 

 

 

Attributable to:

Equity holders of the parent

  704,335      1,308,136      22,375   

Non-controlling interests

  (16,158   (29,424   (503

Other comprehensive income

Exchange differences on translation of foreign operations

  (3,012   33,182      568   
  

 

 

   

 

 

   

 

 

 

Total comprehensive income net of tax attributable to:

  685,165      1,311,894      22,439   
  

 

 

   

 

 

   

 

 

 

Equity holders of the parent

  710,123      1,344,466      22,996   

Non-controlling interests

  (24,958   (32,572   (557

Earnings per share:

Basic profit attributable to ordinary equity holders of the parent

  13.50      23.98      0.41   

Diluted profit attributable to ordinary equity holders of the parent

  13.27      23.77      0.41   

 

(1) Calculated using a ruble to U.S. dollar exchange rate of RUB 58.4643 to U.S. $1.00, which the official exchange rate was quoted by the Central Bank of the Russian Federation as of March 31, 2015.


QIWI plc.

Consolidated Statement of Cash Flows

(in thousands)

 

     Three months ended (unaudited)  
     March 31, 2014     March 31, 2015     March 31, 2015  
     RUB     RUB     USD(1)  

Cash flows from operating activities

      

Profit before tax

     878,089        1,571,922        26,887   
  

 

 

   

 

 

   

 

 

 

Adjustments to reconcile profit before income tax to net cash flow used in operating activities

Depreciation and amortization

  84,294      102,130      1,747   

Foreign exchange loss (gain), net

  2,053      (103,734   (1,774

Interest income, net

  (63,733   (189,877   (3,248

Bad debt expense/(recovery), net

  62,435      (67,289   (1,151

Share of loss of associates

  7,311      —        —     

Impairment of investment in associates

  2,903      —        —     

Share-based payments

  78,933      20,774      355   

Other

  2,324      588      10   
  

 

 

   

 

 

   

 

 

 

Operating profit before changes in working capital

  1,054,609      1,334,514      22,826   
  

 

 

   

 

 

   

 

 

 

Decrease in trade and other receivables

  526,911      2,298,756      39,319   

Decrease/(increase) in other assets

  (31,221   39,419      674   

Decrease in amounts due to customers and amounts due to banks

  (72,468   (3,748   (64

Decrease in accounts payable and accruals

  (5,655,583   (9,109,181   (155,808

Decrease/(increase) in loans issued from banking operations

  (4,004   5,089      87   
  

 

 

   

 

 

   

 

 

 

Cash used in operations

  (4,181,756   (5,435,151   (92,966
  

 

 

   

 

 

   

 

 

 

Interest received

  73,103      202,037      3,456   

Interest paid

  (6,575   (7,496   (128

Income tax paid

  (160,806   (241,214   (4,126
  

 

 

   

 

 

   

 

 

 

Net cash flow used in operating activities

  (4,276,034   (5,481,824   (93,764
  

 

 

   

 

 

   

 

 

 

Cash flows (used in)/generated from investing activities

Contribution to associates without change in ownership

  (10,214   —        —     

Payment for assignment of loans

  (8,471   —        —     

Purchase of available-for-sale investments

  —        (5,628   (96

Purchase of property and equipment

  (66,032   (12,326   (211

Purchase of intangible assets

  (14,799   (33,365   (571

Loans issued

  (11,325   (14,314   (245

Repayment of loans issued

  720      —        —     

Purchase of debt instruments

  (706,846   (499,876   (8,550

Proceeds from settlement of debt instruments

  1,242,313      400,000      6,842   
  

 

 

   

 

 

   

 

 

 

Net cash flow (used in)/generated from investing activities

  425,346      (165,509   (2,831
  

 

 

   

 

 

   

 

 

 

Cash flows generated from financing activities

Exercise of options

  5,168      —        —     

Proceeds from borrowings

  336,206      26,131      447   

Repayment of borrowings

  (672   (778   (13

Net cash flow generated from financing activities

  340,702      25,353      434   
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  747      154,327      2,640   
  

 

 

   

 

 

   

 

 

 

Net decrease in cash and cash equivalents

  (3,509,239   (5,467,653   (93,522
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the beginning of the period

  11,636,913      17,079,965      292,145   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

  8,127,674      11,612,312      198,623   
  

 

 

   

 

 

   

 

 

 

 

(1) Calculated using a ruble to U.S. dollar exchange rate of RUB 58.4643 to U.S. $1.00, which the official exchange rate was quoted by the Central Bank of the Russian Federation as of March 31, 2015.


Non-IFRS Financial Measures and Supplemental Financial Information

This release presents Total Adjusted Net Revenue, Payment Adjusted Net Revenue, Other Adjusted Net Revenue, Adjusted EBITDA, Adjusted EBITDA margin, 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 EBITDA; and 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. For more information regarding Total Adjusted Net Revenue, Payment Adjusted Net Revenue, Other Adjusted Net Revenue, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Profit, and Adjusted Net Profit per share, including a quantitative reconciliation of Total Adjusted Net Revenue, Payment Adjusted Net Revenue, Other Adjusted Net Revenue, Adjusted EBITDA and Adjusted Net Profit to the most directly comparable IFRS financial performance measure, which is revenue in the case of Total Adjusted Net Revenue, payment revenue in the case of Payment Adjusted Net Revenue, other revenue in the case of Other Adjusted Net Revenue and net profit in the case of Adjusted EBITDA and Adjusted Net Profit, see Reconciliation of IFRS to Non-IFRS Operating Results in this earnings release.

Payment Adjusted Net Revenue is the Adjusted Net Revenue consisting of the merchant and consumer fees collected for the payment transactions. E-commerce payment adjusted net revenue consists of fees charged to customers and merchants that buy and sell products and services online, including online games, social networks, online stores, game developers, software producers, coupon websites, tickets and numerous other merchants. Financial Services payment adjusted net revenue primarily consists of fees charged for payments accepted on behalf of our bank partners and microfinance companies. Money Remittances payment adjusted net revenue primarily consists of fees charged for transferring funds via money remittance companies. Telecom payment adjusted net revenue primarily consists of fees charged for payments to MNOs, internet services providers and pay television providers. Other payment adjusted net revenue consists of consumer and merchant fees charged for a variety of payments including multi-level-marketing, utility bills, government payments, education services and many others. Other Adjusted Net Revenue is principally composed of revenue from inactivity fees, interest revenue and gain from currency swaps and overdrafts provided to agents, revenue from rent of space for kiosks and sale of kiosks, cash and settlement services and advertising.


QIWI plc.

Reconciliation of IFRS to Non-IFRS Operating Results

(in millions, except per share data)

 

     Three months ended  
     March 31, 2014     March 31, 2015     March 31, 2015  
     RUB     RUB     USD(1)  

Revenue

     3,259        3,971        67.9   

Minus: Cost of revenue (exclusive of depreciation and amortization)

     1,688        1,740        29.8   

Plus: Compensation to employees and related taxes

     306        283        4.8   
  

 

 

   

 

 

   

 

 

 

Total Adjusted Net Revenue

  1,877      2,515      43.0   
  

 

 

   

 

 

   

 

 

 

Payment Revenue(2)

  2,628      3,011      51.5   

Minus: Cost of payment revenue (exclusive of depreciation and amortization)(3)

  1,513      1,387      23.7   

Plus: Compensation to employees and related taxes allocated to payment revenue(4)

  247      215      3.7   
  

 

 

   

 

 

   

 

 

 

Payment Adjusted Net Revenue

  1,362      1,840      31.5   
  

 

 

   

 

 

   

 

 

 

Other Revenue(5)

  631      960      16.4   

Minus: Cost of other revenue (exclusive of depreciation and amortization)(6)

  175      354      6.0   

Plus: Compensation to employees and related taxes allocated to other revenue(4)

  59      69      1.2   
  

 

 

   

 

 

   

 

 

 

Other Adjusted Net Revenue

  515      675      11.5   
  

 

 

   

 

 

   

 

 

 

Payment Adjusted Net Revenue

  1,362      1,840      31.5   

E-commerce

  380      734      12.6   

Financial services

  375      397      6.8   

Money remittances

  184      321      5.5   

Telecom

  312      245      4.2   

Other

  111      142      2.4   

Other Adjusted Net Revenue

  515      675      11.5   
  

 

 

   

 

 

   

 

 

 

Total Adjusted Net Revenue

  1,877      2,515      43.0   
  

 

 

   

 

 

   

 

 

 

Net Profit

  688      1,279      21.9   
  

 

 

   

 

 

   

 

 

 

Plus:

Depreciation and amortization

  84      102      1.7   

Other income

  (0   (5   (0.1

Other expenses

  5      1      0.0   

Foreign exchange gain

  (147   (448   (7.7

Foreign exchange loss

  149      344      5.9   

Share of loss of associates

  7      —        —     

Impairment of investment in associates

  3      —        —     

Interest income

  (1   (1   (0.0

Interest expenses

  11      13      0.2   

Income tax expenses

  190      293      5.0   

Share-based payments expenses

  79      21      0.4   
  

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  1,068      1,600      27.4   
  

 

 

   

 

 

   

 

 

 

Adjusted EBITDA margin

  56.9   63.6   63.6

Net profit

  688      1,279      21.9   

Amortization of fair value adjustments

  22      16      0.3   

Share-based payments expenses

  79      21      0.4   

Effect of taxation of the above items

  (4   (3   (0.1

Net effect of foreign exchange gains and losses on June 2014 SPO funds(7)

  —        (196   (3.3
  

 

 

   

 

 

   

 

 

 

Adjusted Net Profit

  785      1,117      19.1   
  

 

 

   

 

 

   

 

 

 

Adjusted Net Profit per share:

Basic

  15.04      20.47      0.35   

Diluted

  14.78      20.29      0.35   

Shares used in computing Adjusted Net Profit per share

Basic

  52,177      54,543      54,543   

Diluted

  53,078      55,031      55,031   


 

(1) Calculated using a ruble to U.S. dollar exchange rate of RUB 58.4643 to U.S. $1.00, which the official exchange rate was quoted by the Central Bank of the Russian Federation as of March 31, 2015.
(2) Payment revenue primarily consists of the merchant and consumer fees charged for the payment transactions.
(3) Cost of payment revenue (exclusive of depreciation and amortization) primarily consists of transaction costs to acquire payments from our customers payable to agents, mobile operators, international payment systems and other parties.
(4) The Company does not record the compensation to employees and related taxes within cost of revenue separately for payment revenue and other revenue, therefore it has been allocated between payment revenue and other revenue in proportion to the relevant revenue amounts for the purposes of the reconciliation presented above.
(5) Other revenue is principally composed of revenue from inactivity fees, interest revenue and gain from currency swaps and overdrafts provided to agents, revenue from rent of space for kiosks and sale of kiosks, cash and settlement services and advertising.
(6) Cost of other revenue (exclusive of depreciation and amortization) primarily consists of direct costs associated with other revenue and other costs, including but not limited to: compensation to employees and related taxes allocated to other revenue, costs of call-centers and advertising commissions.
(7) Net effect of foreign exchange gains and losses on June 2014 SPO funds as presented in the reconciliation of Net Profit to Adjusted Net Profit differs from the Foreign exchange loss/(gain), net in the reconciliation of Net Profit to Adjusted EBITDA as the latter includes all the foreign exchange losses/(gains) for the period, while the former only include the foreign exchange gain on the SPO US dollar denominated funds.


QIWI plc.

Other Operating Data

 

     Three months ended  
     March 31, 2014     March 31, 2015     March 31, 2015  
     RUB     RUB     USD (1)  

Payment volume (billion)(2)

     149.6        158.4        2.7   
  

 

 

   

 

 

   

 

 

 

E-commerce

  17.4      20.7      0.4   

Financial services

  47.3      34.8      0.6   

Money remittances

  13.1      18.9      0.3   

Telecom

  58.4      60.9      1.0   

Other

  13.2      23.1      0.4   
  

 

 

   

 

 

   

 

 

 

Payment adjusted net revenue (million)(3)

  1,362.3      1,839.5      31.5   
  

 

 

   

 

 

   

 

 

 

E-commerce

  379.7      733.9      12.6   

Financial services

  375.4      397.0      6.8   

Money remittances

  184.2      321.3      5.5   

Telecom

  312.3      245.1      4.2   

Other

  110.7      142.1      2.4   
  

 

 

   

 

 

   

 

 

 

Payment average net revenue yield

  0.91   1.16   1.16
  

 

 

   

 

 

   

 

 

 

E-commerce

  2.18   3.54   3.54

Financial services

  0.79   1.14   1.14

Money remittances

  1.40   1.70   1.70

Telecom

  0.53   0.40   0.40

Other

  0.84   0.62   0.62
  

 

 

   

 

 

   

 

 

 

Total average Net Revenue Yield

  1.26   1.59   1.59

Active kiosks and terminals (units)

  167,713      177,448      177,448   

Active Qiwi Wallet accounts(4)

  15.6      17.3      17.3   

 

(1) Calculated using a ruble to U.S. dollar exchange rate of RUB 58.4643 to U.S. $1.00, which the official exchange rate was quoted by the Central Bank of the Russian Federation as of March 31, 2015.
(2) Payment volume by market verticals and consolidated payment volume consist of the amounts paid by our customers to merchants included in each of those market verticals less intra-group eliminations. The methodology of payment volumes allocation between different market verticals in QIWI’s international operations (including Kazakhstan) may differ from the methodology used by QIWI’s Russian operations. We therefore retain the right to restate the presented volumes, net revenues and net revenue yields data in case the methodology of QIWI’s international operations will be brought in conformity with the methodology of QIWI’s Russian operations.
(3) Payment Adjusted Net Revenue is calculated as the difference between Payment Gross Revenue and Payment Costs. Payment Gross Revenue primarily consists of merchant and consumer fees. Payment Costs primarily consist of commission to agents.
(4) We measure the numbers of our kiosks and terminals on a daily basis, with only those kiosks and terminals being taken into calculation through which at least one payment has been processed during the day, which we refer to as active kiosks and terminals. The period end numbers of our kiosks and terminals are calculated as an average of the amount of active kiosks and terminals for the last 30 days of the respective reporting period.
(5) Active Visa Qiwi Wallet accounts calculated on a yearly basis, i.e. an active account is an account that had at least one transaction within the last 12 months from the reporting date.