UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

August 17, 2023

 

YANDEX N.V.

 

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands.

Tel: +31 202 066 970

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F      Form 40-F 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 


EXPLANATORY NOTE

Filed as Exhibit 99.1 to this Report on Form 6-K is a copy of the unaudited condensed consolidated financial statements of Yandex N.V. as of and for the three and six months ended June 30, 2023.

INCORPORATION BY REFERENCE

Exhibit 99.1 to this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Nos. 333-177622 and 333-213317) and Form F-3ASR (No. 333-239391) of Yandex N.V. (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.


SIGNATURES

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

 

 

YANDEX N.V.

 

 

 

 

 

 

Date: August 17, 2023

By:

/s/ Alexander Balakhnin

 

 

Alexander Balakhnin

 

 

Chief Financial Officer




YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of Russian rubles (“RUB”) and U.S. dollars (“$”), except share and per share data)

d

As of

    

Notes

    

December 31,
2022*

    

June 30,
2023

    

June 30,
2023

RUB

RUB

$

ASSETS

Cash and cash equivalents

4

83,131

71,885

825.9

Trade accounts receivable, less allowance for doubtful accounts of RUB 4,169 and RUB 5,279, respectively

    

4

58,014

64,928

746.0

Sales financing receivable

5,738

5,720

65.7

Prepaid expenses

16,968

20,277

233.0

Inventory

28,220

23,519

270.2

Funds receivable

8,290

6,220

71.5

VAT reclaimable

22,602

24,829

285.3

Other current assets

4

16,971

20,750

238.4

Total current assets

239,934

238,128

2,736.0

Property and equipment

6

127,706

147,415

1,693.8

Operating lease right-of-use assets

7

28,646

28,847

331.4

Intangible assets

8

31,766

36,227

416.2

Content assets

10

16,844

18,856

216.7

Goodwill

8

143,778

142,784

1,640.6

Equity method investments

2,118

2,518

28.9

Investments in non-marketable equity securities

6,746

8,362

96.1

Deferred tax assets

3,904

6,436

73.9

Other non-current assets

4

15,277

22,402

257.4

Total non-current assets

376,785

413,847

4,755.0

TOTAL ASSETS

616,719

651,975

7,491.0

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable, accrued and other liabilities

4

122,816

139,970

1,608.2

Debt, current portion

12

21,306

68,764

790.1

Income and non-income taxes payable

4

28,137

31,124

357.6

Deferred revenue

15,585

18,482

212.4

Total current liabilities

187,844

258,340

2,968.3

Debt, non-current portion

12

29,885

23,883

274.4

Deferred tax liabilities

5,473

7,222

83.0

Operating lease liabilities

7

17,609

17,391

199.8

Finance lease liabilities

7

21,185

25,201

289.6

Other accrued liabilities

16,545

24,772

284.6

Total non-current liabilities

90,697

98,469

1,131.4

Total liabilities

278,541

356,809

4,099.7

Commitments and contingencies

10,11

Shareholders’ equity:

Priority share: €1 par value; 1 share authorized, issued and outstanding

Ordinary shares: par value (Class A €0.01, Class B €0.10 and Class C €0.09); shares authorized (Class A: 500,000,000, Class B: 37,138,658 and Class C: 37,748,658); shares issued (Class A: 326,342,270, Class B: 35,698,674, and Class C: 10,000 and nil, respectively); shares outstanding (Class A: 325,783,607, Class B: 35,698,674 and Class C: nil)

    

282

282

3.2

Treasury shares at cost (Class A: 558,663)

(1,393)

(1,393)

(16.0)

Additional paid-in capital

119,464

81,505

936.5

Accumulated other comprehensive income

24,258

22,550

259.1

Retained earnings

173,697

192,206

2,208.4

Total equity attributable to Yandex N.V.

316,308

295,150

3,391.2

Noncontrolling interests

21,870

16

0.1

Total shareholders’ equity

338,178

295,166

3,391.3

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

616,719

    

651,975

    

7,491.0

* Derived from audited consolidated financial statements

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-2


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Three months ended June 30,

Six months ended June 30,

Notes

2022

2023

2023

2022

2023

2022

    

    

RUB

    

RUB

$

RUB

    

RUB

    

$

Revenues

4

117,748

182,495

2,096.8

223,758

345,770

3,972.8

Operating costs and expenses:

Cost of revenues(1)

48,721

79,120

909.1

99,732

156,659

1,800.0

Product development(1)

16,826

23,911

274.7

35,987

46,215

531.0

Sales, general and administrative(1)

35,742

57,498

660.6

76,547

110,673

1,271.5

Depreciation and amortization

7,713

9,336

107.3

15,180

17,623

202.5

Goodwill impairment

8

1,136

13.1

1,136

13.1

Total operating costs and expenses

109,002

171,001

1,964.8

227,446

332,306

3,818.1

Income/(loss) from operations

8,746

11,494

132.0

(3,688)

13,464

154.7

Interest income

1,037

1,108

12.7

2,399

2,323

26.7

Interest expense

(1,109)

(1,973)

(22.7)

(1,729)

(3,146)

(36.1)

Gain on restructuring of convertible debt

9,305

9,305

Loss from equity method investments

(86)

(109)

(1.3)

(451)

(241)

(2.8)

Other income/(loss), net

4

(6,105)

9,020

103.8

(4,567)

14,877

170.9

Net income before income taxes

11,788

19,540

224.5

1,269

27,277

313.4

Income tax expense

 

9

3,732

4,909

56.4

6,250

6,861

78.8

Net income/(loss)

8,056

14,631

168.1

(4,981)

20,416

234.6

Net income attributable to noncontrolling interests

(2,290)

(402)

(4.6)

(3,676)

(1,905)

(21.9)

Net income/(loss) attributable to Yandex N.V.

5,766

14,229

163.5

(8,657)

18,511

212.7

Net income/(loss) per Class A and Class B share:

Basic

 

2

15.54

38.37

0.44

(23.53)

49.92

0.57

Diluted

 

2

(7.03)

38.23

0.44

(45.86)

49.74

0.57

Weighted average number of Class A
and Class B shares used in per share computation

Basic

 

2

371,106,744

370,823,163

370,823,163

367,856,773

370,839,366

370,839,366

Diluted

 

2

376,105,159

372,224,647

372,224,647

370,832,165

372,169,479

372,169,479


(1)These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation expenses of:

Cost of revenues

    

129

 

177

2.0

280

 

341

3.9

Product development

 

3,926

 

3,188

36.6

7,466

 

6,469

74.3

Sales, general and administrative

 

2,440

 

2,134

24.6

5,014

 

4,489

51.6

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-3


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In millions of Russian rubles and U.S. dollars)

Three months ended June 30,

Six months ended June 30,

    

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Net income/(loss)

8,056

14,631

168.1

(4,981)

20,416

234.6

Foreign currency translation, net of tax of nil

12,662

(2,254)

(25.9)

6,853

(3,394)

(39.0)

Total comprehensive income

20,718

12,377

142.2

1,872

17,022

195.6

Total comprehensive income attributable to noncontrolling interests

(2,061)

(351)

(4.1)

(3,418)

(1,865)

(21.4)

Total comprehensive income/(loss) attributable to Yandex N.V.

18,657

12,026

138.1

(1,546)

15,157

174.2

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-4


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Russian rubles and U.S. dollars)

Six months ended June 30,

    

Notes

2022

2023

2023

RUB

RUB

$

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

Net income/(loss)

(4,981)

20,416

234.6

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

Depreciation of property and equipment

6

11,649

12,922

148.5

Amortization of intangible assets

8

3,531

4,701

54.0

Amortization of content assets

10

4,626

4,540

52.2

Operating lease right-of-use assets amortization and the lease liability accretion

7

7,711

6,794

78.1

Amortization of debt discount and issuance costs

585

Share-based compensation expense (excluding cash settled awards of RUB 9,208 and RUB 8,319, respectively)

3,552

2,980

34.2

Deferred income tax expense/(benefit)

315

(377)

(4.3)

Foreign exchange losses/(gains)

4

4,231

(14,878)

(170.9)

Loss from equity method investments

451

241

2.8

Gain on restructuring of convertible debt

(9,305)

Impairment of long-lived assets

3,644

1,199

13.8

Provision for expected credit losses

1,038

2,263

26.0

Other

481

806

9.2

Changes in operating assets and liabilities excluding the effect of acquisitions:

Accounts receivable

4,540

(6,999)

(80.4)

Prepaid expenses

(2,395)

(1,722)

(19.9)

Inventory

(6,065)

4,260

48.9

Accounts payable, accrued and other liabilities and non-income taxes payable

4

(1,108)

5,223

59.9

Deferred revenue

694

2,554

29.3

Other assets

(194)

(2,853)

(32.8)

VAT reclaimable

165

(956)

(11.0)

Funds receivable

949

2,413

27.7

Sales financing receivable

(735)

(977)

(11.2)

Content assets

10

(6,199)

(6,424)

(73.8)

Content liabilities

(353)

(57)

(0.7)

Net cash provided by operating activities

16,827

36,069

414.2

CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:

Purchases of property and equipment and intangible assets

 

(25,687)

(25,169)

(289.2)

Purchase of assets to be leased

(8,589)

(98.7)

Acquisitions of businesses, net of cash acquired

(820)

Proceeds from sale of marketable equity securities

5,859

Investments in term deposits

(2,000)

(6)

(0.1)

Maturities of term deposits

25,769

160

1.8

Loans granted

(25)

(997)

(11.4)

Proceeds from repayments of loans

480

1,198

13.8

Other investing activities

(106)

181

2.1

Net cash provided by/(used in) investing activities

3,470

(33,222)

(381.7)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-5


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions of Russian rubles and U.S. dollars)

Six months ended June 30,

    

Notes

2022

2023

2023

RUB

RUB

$

CASH FLOWS USED IN FINANCING ACTIVITIES:

Proceeds from issuance of debt

12

46,781

81,681

938.5

Repayment of debt

12

(45,832)

(40,335)

(463.4)

Repayments of overdraft borrowings

(2,940)

Purchase of non-redeemable noncontrolling interests

3

(57,337)

(658.8)

Payment of contingent consideration and holdback amount

(69)

(77)

(0.9)

Payment for finance leases

(719)

(1,455)

(16.7)

Other financing activities

(1,156)

(5,674)

(65.1)

Net cash used in financing activities

(3,935)

(23,197)

(266.4)

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents

(19,893)

8,531

98.2

Net change in cash and cash equivalents, and restricted cash and cash equivalents

(3,531)

(11,819)

(135.7)

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

79,398

84,441

970.1

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

75,867

72,622

834.4

RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:

Cash and cash equivalents, beginning of period

79,274

83,132

955.2

Restricted cash and cash equivalents, beginning of period

124

1,309

14.9

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

79,398

84,441

970.1

Cash and cash equivalents, end of period

75,592

71,885

825.9

Restricted cash and cash equivalents, end of period

275

737

8.5

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

75,867

72,622

834.4

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

Cash paid for income taxes

5,990

9,659

 

111.0

Cash paid for acquisitions

1,031

 

Convertible notes coupon paid

439

Interest paid for finance leases

561

1,220

14.0

Interest paid on loans

87

1,915

22.0

Operating cash flows from operating leases

6,375

7,168

82.4

Non-cash operating activities:

Increase of right-of-use assets due to new operating lease and lease modification

3,217

5,719

65.7

Non-cash investing activities:

Acquired property and equipment and intangible assets not yet paid for

2,733

11,826

135.9

Non-cash financing activities:

Increase of right-of-use assets due to new finance lease and lease modification

1,322

6,446

74.1

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-6


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Three months ended June 30, 2022

Priority Share

Ordinary Shares

Accumulated

Redeemable

Issued and

Issued and

Treasury

Additional

Other

Non-

 

non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

 

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

 

interests

    

    

RUB

    

    

RUB

RUB

RUB

RUB

RUB

RUB

    

RUB

    

RUB

Balance as of March 31, 2022

1

358,940,490

281

(1,393)

105,600

10,413

119,486

15,317

249,704

435

Share-based compensation expense

 

1,010

1,010

Restructuring of convertible debt

 

9,941

9,941

Repurchase of share options

 

(58)

(12)

(70)

(44)

Foreign currency translation adjustment

12,891

(229)

12,662

Change in redemption value of redeemable noncontrolling interests

 

53

53

(53)

Net income

5,766

2,290

8,056

Other

141

(141)

Balance as of June 30, 2022

1

358,940,490

281

(1,393)

116,634

23,304

125,293

17,237

281,356

338

Three months ended June 30, 2023

Priority Share

Ordinary Shares

Accumulated

Issued and

Issued and

Treasury

Additional

Other

Non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

    

    

RUB

    

    

RUB

RUB

RUB

RUB

RUB

RUB

    

RUB

Balance as of March 31, 2023

 

1

    

    

361,482,281

    

282

(1,393)

120,171

23,107

177,977

23,384

 

343,528

Share-based compensation expense

2,273

2,273

Transaction with Uber (Note 3)

(35,459)

1,646

(23,524)

(57,337)

Foreign currency translation adjustment

(2,203)

(51)

(2,254)

Net income

14,229

402

14,631

Other

(5,480)

(195)

(5,675)

Balance as of June 30, 2023

1

361,482,281

282

(1,393)

81,505

22,550

192,206

16

295,166

Balance as of June 30, 2023, $

 

3.2

(16.0)

936.5

259.1

2,208.4

0.1

3,391.3

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-7


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Six months ended June 30, 2022

Priority Share

Ordinary Shares

Accumulated

Redeemable

Issued and

Issued and

Treasury

Additional

Other

Non-

 

non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

 

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

 

interests

    

    

RUB

    

    

RUB

    

RUB

    

RUB

    

RUB

    

RUB

RUB

    

RUB

    

RUB

Balance as of December 31, 2021

    

1

358,703,352

281

(2,728)

112,942

16,193

131,488

13,880

272,056

869

Effect of adoption of ASU 2020-06

(8,573)

2,511

(6,062)

Adjusted balance as of January 1, 2022

1

358,703,352

281

(2,728)

104,369

16,193

133,999

13,880

265,994

869

Share-based compensation expense

 

3,627

3,627

Exercise of share options

237,138

Tax withholding related to exercise of share awards

(25)

(25)

Reissue of shares for options exercised

 

1,335

(1,335)

Restructuring of convertible debt

9,941

9,941

Repurchase of share options

(5)

(105)

(110)

(474)

Change in redemption value of redeemable noncontrolling interests

57

57

(57)

Foreign currency translation adjustment

7,111

(258)

6,853

Net (loss)/income

(8,657)

3,676

(4,981)

Other

62

(1)

(61)

Balance as of June 30, 2022

 

1

358,940,490

281

(1,393)

116,634

23,304

125,293

17,237

281,356

338

Six months ended June 30, 2023

Priority Share

Ordinary Shares

Accumulated

Issued and

Issued and

Treasury

Additional

Other

Non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

    

    

RUB

    

RUB

RUB

RUB

RUB

RUB

RUB

    

RUB

Balance as of December 31, 2022

1

361,482,281

282

(1,393)

119,464

24,258

173,697

21,870

 

338,178

Share-based compensation expense

2,980

2,980

Transaction with Uber (Note 3)

(35,459)

1,646

(23,524)

(57,337)

Foreign currency translation adjustment

(3,354)

(40)

(3,394)

Net income

18,511

1,905

20,416

Other

(5,480)

(2)

(195)

(5,677)

Balance as of June 30, 2023

1

361,482,281

282

(1,393)

81,505

22,550

192,206

16

295,166

Balance as of June 30, 2023, $

 

3.2

(16.0)

936.5

259.1

2,208.4

0.1

3,391.3

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-8


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions of Russian rubles and U.S. dollars, except share and per share data)

1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Yandex N.V., the parent company (the “Company”), together with its consolidated subsidiaries (collectively “Yandex” or the “Group”), is a technology company that builds intelligent products and services powered by machine learning and other technologies. Yandex is one of Europe's largest internet businesses and the leading search and ride-hailing provider in Russia.

Yandex N.V. was incorporated under the laws of the Netherlands in June 2004 and is the holding company of a number of subsidiaries globally.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. As such, the information included in these unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 20-F for the year ended December 31, 2022.

In the opinion of the Group, the accompanying unaudited condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary for a fair statement of its financial position as of
June 30, 2023, and its results of operations, comprehensive income/(loss), cash flows and change in equity for the periods presented. The condensed consolidated balance sheet as of December 31, 2022, was derived from the consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2022.

The results for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results expected for the year ending December 31, 2023 or any other future period. The potential risks and uncertainties that could cause actual results to differ from the operating results expected include, among others, geopolitical and macroeconomic developments affecting the Russian economy or the Group’s business, operations or governance; changes in the political, legal and/or regulatory environment; competitive pressures; changes in advertising patterns; changes in user preferences; technological developments; and the Group’s need to expend capital to accommodate the growth of the business in addition to other risks and uncertainties included under “Risk Factors” in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022.

There have been no material changes in the Group’s significant accounting policies and estimates as compared to those described in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022, except for an update of accounting policy in relation to the net investment in the lease.

Investment in the finance lease consists of sales-type leases of cars and represents net unpaid rentals. The terms of the sales-type leases are from 3 to 5 years, with the possibility of early redemption and secured by a collateral of the leased assets. The Group recognizes net investment in the lease and derecognizes the assets to be leased. Net investment in the lease is calculated as the aggregate of minimum lease payments net of reimbursable expenses, representing the amounts guaranteed by the lessee and any unguaranteed residual value (together - gross investment in the lease), discounted at the interest rate implicit in the lease. The interest rate implicit in the lease is the discount rate that, at the inception of the lease, causes the present value of the gross investment in the lease to be equal to the fair value of the leased assets. The difference between the gross investment in the lease and the net investment in the lease represents unearned finance income. Unearned finance income is recognized as finance lease income over the lease term in a manner that produces a constant rate of return on the net investment in the lease based on the implicit interest rate.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and amounts of revenues and expenses for the reporting

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YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

period. The Group bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Convenience Translation

Translations of amounts from RUB into U.S. dollars for the convenience of the reader have been made at the exchange rate of RUB 87.0341 to $1.00, the exchange rate as of June 30, 2023 (except as otherwise stated). No representation is made that the RUB amounts could have been, or could be, converted into U.S. dollars at such rate. After the balance sheet date, the ruble has been experiencing a period of significant volatility.

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs. The standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this ASU are effective for reporting periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for periods beginning after December 15, 2023. The Group adopted the standard effective on January 1, 2023, without a significant impact on the unaudited condensed consolidated financial statements.

2.NET INCOME/(LOSS) PER SHARE

Basic net income/(loss) per Class A and Class B ordinary share for the three and six months ended June 30, 2022 and 2023 is computed on the basis of the weighted average number of ordinary shares outstanding using the two class method. Basic net income/(loss) per share is computed using the weighted average number of ordinary shares outstanding during the period and including vested restricted share units and shares that will be delivered as part of the restructuring of the convertible debt in June 2022. Diluted net income/(loss) per ordinary share is computed using the dilutive effect of share-based awards calculated using the “treasury stock” method and the dilutive effect of convertible debt restructuring under the if-converted method.

The computation of the diluted net income/(loss) per Class A share assumes the conversion of Class B shares, while the diluted net income/(loss) per Class B share does not assume the conversion of those shares. The net income/(loss) per share amounts are the same for Class A and Class B shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. The number of share-based awards excluded from the diluted net income/(loss) per ordinary share computation, because their effect was anti-dilutive for the three months ended June 30, 2022 and 2023, was 15,105,542 and 5,606,909, respectively and for the six months ended June 30, 2022 and 2023, was 18,459,412 and 5,610,944, respectively.

In June 2022, the Group completed a purchase of 93.2% in aggregate principal amount of the Group’s 0.75% convertible notes due to March 3, 2025 (the “Notes”) and accounted for the modification of all the Notes. The Group has to date purchased more than 99% in aggregate principal amount of the Notes originally issued. Prior to the modification, the convertible debt is included in the calculation of diluted net income per share under the if-converted method.

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YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The components of basic and diluted net income/(loss) per share were as follows:

Three Months ended June 30,

2022

2023

Class A

Class B

Class A

Class A

Class B

Class B

    

RUB

    

RUB

    

RUB

    

$

    

RUB

    

$

Net income, allocated for basic

5,211

555

12,859

147.8

1,370

15.7

Reallocation of net income as a result of conversion of Class B to Class A shares

555

1,370

15.7

Reallocation of net loss to Class B shares

(806)

(5)

Effect of convertible debt restructuring, net of tax

(8,405)

Dilution in Classifieds

(3)

Net (loss)/income, allocated for diluted

(2,642)

(251)

14,229

163.5

1,365

15.7

Weighted average ordinary shares used in per share
computation— basic

 

335,408,070

 

35,698,674

 

335,124,489

 

335,124,489

 

35,698,674

 

35,698,674

Effect of:

 

Conversion of Class B to Class A shares

35,698,674

35,698,674

35,698,674

Incremental shares under the if-converted method

4,998,415

Share-Based Awards

1,401,484

1,401,484

Weighted average ordinary shares used in per share
computation—diluted

 

376,105,159

 

35,698,674

 

372,224,647

 

372,224,647

 

35,698,674

 

35,698,674

Net income/(loss) per share attributable to ordinary shareholders:

Basic

 

15.54

 

15.54

 

38.37

 

0.44

 

38.37

 

0.44

Diluted

 

(7.03)

 

(7.03)

 

38.23

 

0.44

 

38.23

 

0.44

<

Six Months ended June 30,