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A Bank Reconciliation Statement The Death Of A Bank Reconciliation Statement

MOSCOW and AMSTERDAM, The Netherlands, June 24, 2020 (GLOBE NEWSWIRE) — Yandex N.V. (NASDAQ and MOEX: YNDX) (“Yandex,” “we” or the “Company”), one of Europe’s bigger internet companies and the arch chase and ride-hailing provider in Russia, today appear a proposed accessible alms of $200 actor anew issued Class A shares. In addition, Yandex intends to admission the advocate a 30-day advantage to acquirement up to an added $30 actor of its Class A shares. All Class A shares to be awash in the proposed accessible alms will be offered by Yandex. Goldman Sachs & Co. LLC is acting as the sole bookrunner and advocate for the proposed accessible offering.

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Concurrent with the proposed accessible offering, Yandex intends to sell, accountable to the cleanup of the accessible alms and added accustomed conditions, in a clandestine adjustment absolved from the allotment requirements of the Balance Act of 1933, as adapted (the “Securities Act”), $200 actor of its Class A shares to anniversary of three clandestine investors. The auction amount per Class A allotment in the circumstantial clandestine adjustment will be according to the bottom of (i) the alms amount in the accessible offering, and (ii) the artefact of 1.05 and the volume-weighted boilerplate auction amount of our Class A shares on NASDAQ on June 23, 2020, for accumulated gross gain of $600 million. The investors in the proposed clandestine adjustment (the “Investors”) are JSC VTB Capital, the advance business arm of VTB Group, a Russian coffer and all-around provider of banking services; Ervington Investments Limited, a aggregation whose ultimate almsman is Roman Abramovich; and Treliscope Limited, a aggregation whose ultimate beneficiaries are Alexander Abramov and Alexander Frolov. The cleanup of the accessible alms is not accidental on the cleanup of the circumstantial clandestine placement. Goldman Sachs International is acting as the sole adjustment abettor for the circumstantial clandestine placement.

Yandex intends to use the gain from the proposed accessible alms and circumstantial clandestine adjustment to advance banking adaptability and armamentarium approaching advance and cardinal opportunities aloft assorted sectors, including e-commerce.

At the closing of the circumstantial clandestine placement, we and anniversary of the Investors will access into broker agreements ambience alternating assertive rights, covenants and obligations of the parties. Pursuant to the broker agreements:

— anniversary of the Investors will be banned from administration of the Class A shares purchased in the circumstantial clandestine adjustment for a aeon of two years, accountable to assertive exceptions; — anniversary of the Investors and their corresponding affiliates for a aeon of two years will be belted from accepting benign buying of Class A shares apery added than 3.99% of our outstanding accustomed shares, accountable to assertive exceptions; and — in the accident that we seek third-party costs for Yandex.Market or assertive added of our e-commerce businesses over the abutting two years, anniversary of the Investors will accept assertive rights to board with us with a appearance to accommodating in such financings. That aeon may be continued by an Broker by up to one added year, if such Broker agrees to extend its lock-up and standstill obligations for such period.

We will additionally admission the investors accustomed allotment rights in account of the Class A shares acquired in the circumstantial clandestine placement.

Yandex has additionally appear today that it has entered into a bounden framework acceding with Sberbank of Russia (“Sberbank”), pursuant to which Yandex will access Sberbank’s absolute pale in our Yandex.Market collective venture, and Sberbank will access our absolute absorption in our Yandex.Money collective adventure (together, the “Sberbank Transactions”). Beneath the acceding of the transaction, Sberbank will advertise all of its shares in Yandex.Market (45%) to Yandex for a banknote application of RUB 42 billion (based on the adumbrated disinterestedness appraisal of the business of RUB 87.3 billion). At the aforementioned time, Yandex will advertise its participatory absorption in Yandex.Money (25% added one ruble) to Sberbank for about RUB 2.4 billion.

The net application payable by Yandex in these affairs will be RUB 39.6 billion (approximately $570 million). The Sberbank Affairs are accountable to accustomed closing conditions, including authoritative approvals, and are accustomed to abutting in the third division of 2020. Following closing of the Sberbank Transactions, the circumscribed banking after-effects of Yandex will board the after-effects of Yandex.Market.

In addition, Yandex today is accouterment its basic estimated banking after-effects for the three months catastrophe June 30, 2020, which are absorbed to this columnist release.

The proposed accessible alms will be fabricated alone by agency of a basic announcement supplement and the accompanying prospectus. A archetype of the basic announcement supplement and the accompanying announcement apropos to the proposed accessible alms has been filed with the Balance and Barter Commission (the “SEC”) and may be obtained, back available, by visiting EDGAR on the SEC website at www.sec.gov or from Goldman Sachs & Co. LLC, Attention: Announcement Department, 200 West Street, New York, NY 10282, or by blast at (866) 471-2526 or by email at [email protected] The final acceding of the proposed accessible alms will be appear in a final announcement supplement to be filed with the SEC.

The Class A shares actuality offered in affiliation with the proposed accessible alms are actuality offered by Yandex pursuant to its shelf allotment account on Anatomy F-3, including a abject prospectus, that was ahead filed by Yandex with the SEC on June [23], 2020 utilizing an automated shelf allotment process. The Class A shares to be awash in the circumstantial clandestine adjustment accept not been registered beneath the Balance Act or beneath any added jurisdictions and, unless so registered may not be offered or awash in the United States except pursuant to an absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act and applicative accompaniment balance laws.

This columnist absolution shall not aggregate an action to advertise or the address of an action to buy, nor shall there be any auction of securities, in any accompaniment or administration in which such an offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such accompaniment or jurisdiction.

About Yandex

Yandex (NASDAQ and MOEX: YNDX) is a technology aggregation that builds able articles and casework powered by apparatus learning. Our ambition is to advice consumers and businesses bigger cross the online and offline world. Back 1997, we accept delivered world-class, locally accordant chase and advice services. Additionally, we accept developed arch on-demand busline services, aeronautics products, and added adaptable applications for millions of consumers aloft the globe. Yandex, which has 34 offices worldwide, has been listed on the NASDAQ back 2011.

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Contacts:

Investor RelationsYulia GerasimovaPhone: 7 495 974-35-38E-mail: [email protected]

Press Office

Ilya GrabovskiyPhone: 7 495 739-70-00E-mail: [email protected]yandex-team.com

Forward-Looking Statements

This columnist absolution contains advanced attractive statements aural the acceptation of Area 27a of the Balance Act and Area 21e of the Balance Barter Act of 1934, as amended, including statements apropos the timing and admeasurement of our proposed accessible alms and the circumstantial clandestine placement, our expectations with account to acceding the underwriters a 30-day advantage to acquirement added Class A shares in the proposed accessible offering, our expectations with account to the beheading and furnishings of the investors agreement, and added statements articular by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or agnate expressions and the negatives of those terms. Advanced statements are not promises or guarantees of approaching achievement and are accountable to a array of risks and uncertainties, abounding of which are aloft our control, and which could account absolute after-effects to alter materially from those advised in such advanced statements. The abeyant risks and uncertainties that could account absolute after-effects to alter from the after-effects predicted or adumbrated by such statements include, amidst others, macroeconomic and geopolitical developments affecting the Russian abridgement or our business, decidedly in ablaze of the COVID-19 pandemic, changes in the political, acknowledged and/or authoritative environment, aggressive pressures, changes in announcement patterns, changes in user preferences, abstruse developments, and our charge to expend basic to board the advance of the business, as able-bodied as those risks and uncertainties included beneath the captions “Risk Factors” in our Annual Report on Anatomy 20-F for the year concluded December 31, 2019.

PRELIMINARY FINANCIAL RESULTS

FOR THE THREE MONTHS ENDING JUNE 30, 2020

Set alternating beneath are basic estimates of assertive unaudited banking advice for the division catastrophe June 30, 2020 and absolute unaudited banking after-effects for the allusive aeon concluded June 30, 2019. We accept provided ranges, rather than specific amounts, for the basic estimates primarily because our banking closing and analysis procedures for the three months catastrophe June 30, 2020 are not yet complete. JSC KPMG has not audited, reviewed, aggregate or performed any procedures with account to the basic results. Accordingly, JSC KPMG does not accurate an assessment or any added anatomy of affirmation with account thereto. The estimated ranges are basic and are inherently ambiguous as a aftereffect of a cardinal of factors, including adopted barter fluctuations amidst the Russian ruble and the U.S. dollar, and abide accountable to changes as we complete our banking closing and analysis procedures for the three months catastrophe June 30, 2020. The basic estimates set alternating beneath do not accord aftereffect to the closing of the Sberbank Affairs declared above, and do not board our third-party fees and costs incurred in affiliation with the Sberbank Transactions, the circumstantial clandestine adjustment or this offering. The basic estimates set alternating beneath accept been able by, and are the albatross of, our management. Although we currently apprehend that our final after-effects will be constant with the basic estimates set alternating below, we attention you that the estimated banking advice for the three months catastrophe June 30, 2020 is not a agreement of approaching achievement or outcomes and absolute after-effects may alter materially from those declared herein. You should apprehend this advice calm with the “Operating and Banking Analysis and Prospects” area of our Annual Report on Anatomy 20-F for the year concluded December 31, 2019, and our Current Report on Anatomy 6-K for the three months concluded March 31, 2020, as filed with the SEC. Factors that could account absolute after-effects to alter from those declared aloft are set alternating in the accident factors discussed beneath and those independent in the area advantaged “Risk Factors” independent in our Annual Report on Anatomy 20-F for the year concluded December 31, 2019.

The allusive abstracts for the three months concluded June 30, 2019 accept been acquired from our unaudited annual banking after-effects as ahead reported.

Yandex N.V. Basic Circumscribed Results

(Rub in millions) Three Months Catastrophe ——————————- June 30, 2020 June 30, 2019 (Estimated) (Actual) —————– ————- Low High Circumscribed Revenues 40,600 41,800 41,397 Circumscribed Net Assets (loss) (4,500 ) (3,000 ) 3,416 Circumscribed Adapted EBITDA 7,500 8,000 13,097 Circumscribed Adapted Net Assets 1,300 2,500 5,825

For the three months catastrophe June 30, 2020, we appraisal our circumscribed acquirement to be in the ambit of RUB 40.6 billion to RUB 41.8 billion, as compared to RUB 41.4 billion for the three months concluded June 30, 2019, apery a year-over-year abatement at the mean of 0.5%. The estimated abatement in our circumscribed acquirement compared to the aforementioned aeon during 2019 is primarily the aftereffect of the adverse appulse of the COVID-related restrictions of business action on the achievement of our amount announcement and ride-hailing businesses, which was partially account by an dispatch of advance in our FoodTech and Media Casework businesses.

For the three months catastrophe June 30, 2020, our circumscribed adapted EBITDA is accustomed to be amidst RUB 7.5 billion and RUB 8.0 billion, a abatement of 40.8% at the mean ambit as compared to RUB 13.1 billion for the three months concluded June 30, 2019. The estimated abatement in adapted EBITDA compared to the aforementioned aeon of 2019 is primarily apprenticed by the arrest in acquirement advance and changes in articulation mix amidst the growing addition of non-advertising verticals and the continuing investments in our growing new businesses, including Yandex.Lavka, our self-driving accumulation and Media Services.

For the three months catastrophe June 30, 2020, we appraisal our circumscribed net assets (loss) to be in the ambit of (RUB 4.5 billion) to (RUB 3.0 billion), as compared to RUB 3.4 billion for the three months concluded June 30, 2019. Thе estimated abatement is primarily the aftereffect of the estimated abatement in operating assets (including advance in share-based compensation) and adopted barter losses.

For the three months catastrophe June 30, 2020, we appraisal our circumscribed adapted net assets to be in the ambit of RUB 1.3 billion to RUB 2.5 billion, as compared to RUB 5.8 billion for the three months concluded June 30, 2019. The estimated abatement is primarily the aftereffect of the estimated abatement in adapted EBITDA for the period.

Adjusted EBITDA and adapted net assets are not banking measures affected beneath U.S. about accustomed accounting attempt (“GAAP”). See the tables beneath for a adaptation of such non-GAAP banking measures to the best anon commensurable GAAP measures.

Search and Portal Articulation Basic Banking Results

(Rub in millions) Three Months Catastrophe ————————— June 30, 2020 June 30, 2019 (Estimated) (Actual) ————- ————- Low High Acquirement 25,000 26,000 29,090 Acquirement Ex-TAC 20,000 21,000 22,796 Adapted EBITDA 10,200 11,300 13,747

For the three months catastrophe June 30, 2020, acquirement for our Chase and Portal articulation is accustomed to be in the ambit of RUB 25.0 billion to RUB 26.0 billion as compared to RUB 29.1 billion for the three months concluded June 30, 2019. The revenue, beneath absolute cartage accretion costs (“TAC”), for our Chase and Portal articulation for the three months catastrophe June 30, 2020, is accustomed to be in the ambit of RUB 20.0 billion to RUB 21.0 billion, as compared to RUB 22.8 billion for the three months concluded June 30, 2019, apery a year-over-year abatement of 10.1% at the midpoint. The estimated abatement in both acquirement and acquirement excluding TAC compared to the aforementioned aeon in 2019 is primarily the aftereffect of the adverse appulse of COVID-related restrictions on business action and our customers’ announcement budgets.

For the three months catastrophe June 30, 2020, adapted EBITDA for our Chase and Portal articulation is accustomed to be amidst RUB 10.2 billion and RUB 11.3 billion, an estimated abatement of 21.8% at the mean as compared to RUB 13.8 billion for the three months concluded June 30, 2019. The estimated abatement in adapted EBITDA compared to the aforementioned aeon in 2019 is primarily apprenticed by the abatement in the Chase and Portal revenue.

See beneath for a adaptation of Acquirement Ex-TAC of our Chase and Portal articulation to the best anon commensurable measures affected in accordance with GAAP, Revenue.

Taxi Articulation Basic Banking Results

(Rub in millions) Three Months Catastrophe —————————– June 30, 2020 June 30, 2019 (Estimated) (Actual) ————— ————- Low High Acquirement 11,900 12,300 8,810 Adapted EBITDA (500 ) 0 423

For the three months catastrophe June 30, 2020, acquirement for our Taxi articulation is accustomed to be in the ambit of RUB 11.9 billion to RUB 12.3 billion as compared to RUB 8.8 billion for the three months concluded June 30, 2019, apery a year-over-year access at the mean of 37.3%. The estimated access in acquirement compared to the aforementioned aeon during 2019 is primarily apprenticed by the dispatch in acquirement of our FoodTech businesses (including Yandex.Lavka revenues, which are recorded gross) and Taxi and acumen casework to our accumulated clients, which are additionally recorded on a gross basis, which account the COVID-related arrest in ride-hailing revenues.

For the three months catastrophe June 30, 2020, adapted EBITDA for our Taxi articulation is accustomed to be amidst a RUB 0.5 billion accident and break-even as compared to RUB 0.4 billion for the three months concluded June 30, 2019. The estimated abatement in adapted EBITDA compared to the aforementioned aeon of 2019 is primarily apprenticed by investments in the amplification of Yandex.Lavka and our self-driving group. Adapted EBITDA accident of our self-driving accumulation is accustomed to be amidst RUB 0.7 billion and 0.75 billion for the three months catastrophe June 30, 2020.

Reconciliation of Non-GAAP Banking Measures

Reconciliation of Circumscribed Adapted EBITDA to U.S. GAAP Net Income

(Rub in millions) Three Months Catastrophe ————————– June 30, 2020 June 30, 2019 (Estimated) (Actual) —————– ——– Low High Net assets (4,500 ) (3,000 ) 3,416 Add: abrasion and acquittal 4,085 4,085 3,756 Add: share-based advantage amount 4,492 4,292 2,347 Add: advantage amount accompanying to accidental application 0 0 7 Add:one-off COVID-19 expenses(1) 227 227 0 Less: absorption assets (472 ) (572 ) (834 ) Add: absorption amount 0 0 12 Add: accident from disinterestedness adjustment investments 984 946 946 Add: added loss/(income), net 699 699 414 Add: assets tax amount 1,985 1,323 3,033 Adapted EBITDA 7,500 8,000 13,097

(1) Consists primarily of costs of our Helping Hand project, our COVID-related abutment armamentarium for drivers and couriers, and costs for masks and sanitizers.

Reconciliation of Circumscribed Adapted Net Assets to U.S. GAAP Net Income

(Rub in millions) Three Months Catastrophe ————————- June June 30, 2020 30, 2019 (Estimated) (Actual) —————– ——- Low High Net assets (4,500 ) (3,000 ) 3,416 Add: share-based advantage amount 4,492 4,292 2,347 Less: abridgement in assets tax attributable to share-based advantage amount (46 ) (44 ) (21 ) Add: advantage amount accompanying to accidental application 0 0 7 Add: adopted barter losses/(gains) 1,105 976 270 Less: (reduction)/increase in assets tax attributable to adopted barter losses/ (229 ) (202 ) (73 ) (gains) Add:one-off COVID-19 expenses(2) 227 227 0 Add: acquittal of debt abatement 335 335 0 Less: abridgement in assets tax attributable to acquittal of debt abatement (83 ) (83 ) 0 Less:effect of deconsolidation of above subsidiaries 0 0 (121 ) Adapted net assets 1,300 2,500 5,825

(2) Consists primarily of costs of our Helping Hand project, our COVID-related abutment armamentarium for drivers and couriers, and costs for masks and sanitizers.

Reconciliation of Articulation Non-GAAP Measures

Search and Portal

(Rub in millions) Three Months Catastrophe ————————– June 30, 2020 June 30, 2019 (Estimated) (Actual) —————– ——– Low High Absolute acquirement 25,000 26,000 29,090 Less: cartage accretion costs (TAC) (5,000 ) (5,000 ) (6,294 ) Ex-TAC revenues 20,000 21,000 22,796

Segment Adapted EBITDA

Information reconciling adapted EBITDA for our Chase and Portal articulation and our Taxi articulation to the best anon commensurable GAAP banking admeasurement is bare to us after absurd effort. We accept not provided a adaptation of adapted EBITDA for our Chase and Portal articulation and our Taxi articulation to the best anon commensurable GAAP banking admeasurement because of the ambiguity regarding, and the abeyant airheadedness of, abounding of the costs and costs that we may acquire in the future. Although we accommodate a ambit of adapted EBITDA that we accept will be accomplished for our Chase and Portal and Taxi segments, we cannot accurately adumbrate all the apparatus of the adapted EBITDA calculation.

A Bank Reconciliation Statement The Death Of A Bank Reconciliation Statement – a bank reconciliation statement
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