November 15, 2022 – Ozon Holdings PLC (NASDAQ and MOEX: “OZON”, thereafter referred to
as “we”, “us”, “our”, “Ozon” or the “Company”), an operator of the leading
Russian e-commerce platform, announces its unaudited financial results for the third quarter ended September 30, 2022.
Third Quarter 2022
Operating and Financial Highlights
- GMV incl. services increased by 74% year-on-year to RUB 188.1 billion in Q3 2022, underpinned by solid growth of 104% year-on-year in the Ozon Marketplace (3P) GMV1 to RUB 147.1 billion, despite a tough base effect and the negative one-off impact of a fire at our fulfillment center in the Moscow region.
- Total revenue grew by 48% year-on-year to RUB 61.4 billion, supported by strong growth in service revenue, which was partly offset by a decline in revenue from sales of goods.
- Gross profit improved significantly, increasing by 135% year-on-year to RUB 36.6 billion and expanding by 5.1 p.p. year-on-year to 19.5% as a percentage of GMV incl. services, driven by a substantial increase in revenue from marketplace commissions, advertising, and fintech services.
- Ozon achieved positive adjusted EBITDA of RUB 1.6 billion in Q3 2022, compared to negative RUB 11.3 billion in Q3 2021, supported by stronger gross profit, operating leverage and cost control initiatives. A marked step-up in adjusted EBITDA for two consecutive quarters demonstrates our commitment to improving profitability while maintaining healthy growth rates.
- Loss for the period was RUB 20.7 billion in Q3 2022, compared to RUB 14.0 billion in Q3 2021, due to a one-off increase in operating expenses of RUB 10.8 billion resulting from the aforementioned fire incident.
- Net cash generated from operating activities improved to RUB 7.8 billion in Q3 2022, compared to RUB 9.1 billion used in operating activities in Q3 2021, due to an improvement in our operating profitability combined with an increase in trade accounts payable.
- Free cash flow was positive RUB 0.9 billion in Q3 2022 compared to negative RUB 14.6 billion in Q3 2021, driven by the increase in net cash generated from operating activities.
- Cash, cash equivalents and short-term deposits amounted to RUB 65.6 billion (an equivalent of 1.1 billion in USD terms2) as of September 30, 2022, compared to RUB 56.7 billion (an equivalent of 1.1 billion in USD terms2) as of June 30, 2022, primarily due to cash generated from operating activities and net inflows from borrowings.
Summary: Key Operating and
Financial Metrics
The following table sets
forth a summary of the key operating and financial information for the three
and nine months ended September 30, 2022 and 2021, which has not been audited
by the Company’s auditors.

Note that Contribution
Profit / (Loss),
Adjusted EBITDA and Free cash flow are non-IFRS
financial measures. See “Presentation of Financial and Other Information”
section of this press release for a definition of such non-IFRS measures, a
discussion of the limitations on their use, and reconciliations of the non-IFRS
measures to the applicable IFRS measures. See the definitions of metrics such
as GMV incl. services, Gross Profit, number of orders, number of active buyers,
number of active sellers and share of Marketplace GMV in the “Other Key
Operating Measures” section of this press release.
Key Business Developments
Ozon Marketplace
In Q3 2022, Ozon
Marketplace (3P) GMV reached 78% as a percentage of GMV incl.
services, compared to 66.7% in Q3 2021, due to rapid growth in the number of new
sellers and a greater volume of sales by existing merchants.
- Number of orders demonstrated substantial growth of 91% year-on-year in Q3 2022, driven by a larger and more engaged customer base. Moreover, our high season got off to a strong start so far with the order growth during four days of the 11.11 campaign reaching 98% year-on-year on accepted order basis.
- Number of active buyers reached 32.7 million in Q3 2022, with an acceleration in organic traffic growth. Customer engagement continued to improve, with annual order frequency reaching 11.7 as of September 30, 2022, growing by 56% year-on-year from 7.5 orders per annum as of September 30, 2021.
- Number of active sellers more than tripled year-on-year, exceeding 180,000 active sellers trading on our platform as of September 30, 2022, as access to a large customer audience attracted new sellers to the platform.
- An expanding seller base further enhanced product assortment resulting in a larger selection of goods at more competitive prices. Assortment exceeded 150 million SKUs as of September 30, 2022, compared to 46 million SKUs as of September 30, 2021. Apparel is a strategic focus for Ozon. The number of SKUs in this category grew by 3.7x year-on-year and exceeded 43 million as of September 30, 2022.
Ozon Global attracts new international sellers
to the platform so that our customers can purchase goods from abroad. Ozon
Global is currently actively working with more than 12,000 active sellers from
45 countries, including China, Turkey, India, South Korea, Kazakhstan, Belarus, Israel, and
Thailand. In Q3 2022 we launched Ozon Partner Delivery for goods from Turkey and China, and our Marketplace
introduced direct sales of popular clothing and footwear brands by merchants
through the Ozon Global platform. In October 2022, we established a sales office
in Turkey to attract new local sellers, further expand our product assortment
and improve delivery time.
Fulfillment and Logistics
Ozon remains one of the
leading last-mile delivery network operators in Russia. Our branded pick-up network, including pick-up
points and parcel lockers, was comprised of more than 23,000 locations as of
September 30, 2022, covering more than 50% of the population in Russia. Our total warehouse
capacity amounted to approximately 1.2 million square
meters as of September 30, 2022, following launches of new fulfillment
centers in Moscow and Nizhny Novgorod. This enables Ozon to store goods closer to the
consumer and improve assortment
availability.
Fire Incident
On August 3, 2022, a fire broke out at the Company’s fulfillment center
in the Moscow region, spreading to an area of 55,000 square meters and affecting two blocks of
the three-block warehouse complex.
In September 2022,
Ozon paid the major portion of the total expected compensation to the sellers
whose goods were damaged in the fire. Payments to the remaining sellers affected
by the incident should be distributed before the year end.
In connection with the incident, the
Company incurred losses of RUB 10.8 billion, which included estimated damages
to the Company’s merchandise, losses related to disposal, impairment and
derecognition of the Company’s property and equipment, and an estimate of third
parties’ claims and other expenses.
The Company had
insurance policies in place for the goods and other assets stored at the affected
premises, as well as liability for death, injury, or third-party property
damage. The Company is currently in discussions with insurance companies over compensation
for sustained losses. Such compensation, if granted, may not be commensurate
with the losses sustained. The Group did not recognize any insurance recoveries
in the nine months ended September 30, 2022.
The Company continued to
accept goods from sellers and to ship customer orders to its clients from its
other fulfillment
facilities in an orderly fashion. To ensure uninterrupted supply, Ozon
accelerated new warehouse launches in Moscow and Nizhny Novgorod. The Company
also launched a drop-off / pickup service offering acceptance of seller's goods
at any pickup point to further support its sellers.
Ozon Financial Services
Ozon Financial Services continues to develop its
B2B and B2C services to improve user engagement and customer loyalty while maintaining
focus on product economics.
Fintech B2B Initiatives
Ozon Flexible Payment Plan enables sellers to
improve working capital management and tailor their payment schedule to their
individual business needs. More than 17,000 sellers adopted this tool as of September 30, 2022.
Ozon
Invest provides unique lending solutions to our sellers that enable them to
obtain financing within two days. Ozon Invest leverages machine learning
methods to facilitate more precise credit scoring and more accurate credit risk
assessment.
Fintech B2C Initiatives
Ozon.Card offers customers higher
cashback and facilitates instant refunds. In Q3 2022 it became one
of the top two most popular payment methods on our platform with its turnover share
in Ozon’s GMV incl. services exceeding 35% in Q3 2022. More than 10.7 million customers are active users of Ozon.Card. Ozon also offers BNPL service
to its customers, thereby stimulating order frequency and sales growth.
Ozon CIS
Our business in the CIS region continues to gain
traction. To ensure uninterrupted supply of goods and better service, Ozon is actively
developing its operations in Belarus and Kazakhstan. We have launched our own
logistics and sorting facilities, as well as pick-up locations, and started to
build a digital payment infrastructure in the region. In June 2022, Ozon opened
a fulfillment center in Minsk. We believe that these steps will significantly
reduce barriers to entry for local entrepreneurs planning to sell goods in
Russia.
Convertible Bonds and
Debt Financing
As a result of the Delisting Event, as of
September 30, 2022, the holders of the Bonds were entitled to require the
Company to redeem USD 750 million in aggregate principal amount of 1.875%
senior unsecured convertible bonds due 2026 at par (the “Bonds”) at the
principal amount together with accrued interest on the redemption date, which
was May 31, 2022.
In September 2022, the Company and the Ad Hoc
Committee of holders of the Bonds reached an agreement with respect to the
terms of a restructuring of the Bonds (the “Restructuring). The terms of the
restructuring can be found in the consent solicitation memorandum dated
September 23, 2022. On October 25, 2022, holders of the Bonds of over 75% in
principal amount of Bonds outstanding voted in favor of the resolutions and
approved certain consents and amendments to the terms and conditions of the
Bonds to implement the Restructuring. The holders of the Bonds waived in full
any and all events of default, potential events of default or any other
breaches by the Company under the Trust Deed or the conditions of the Bonds.
For further disclosure related to the Restructuring, please refer to the
Company’s website https://ir.ozon.com/restructuring.
The Company intends to fund the redemption
primarily by upstreaming funds from its Russian subsidiaries and the Company
has obtained the approvals from the Ministry of Finance of the Russian
Federation to allow such upstreaming for the purposes of the Restructuring. As
of the date of this press release, the Company has sufficient financing to
facilitate the Restructuring.
In September 2022, the Company entered into an
agreement for a debt financing of up to a total amount of RUB 60 billion and
with a final maturity date in 4 years of the signing date. The debt facility is
intended for capital and financing of operating expenditures.
Ozon
Third Quarter Financial Results
The
following table sets forth financial information for the three and nine months ended
September 30, 2022 and 2021, which has not been audited by the Company’s
auditors. The unaudited interim financial information includes all normal
recurring adjustments that we consider necessary for a fair statement of the
information shown.

Ozon demonstrated solid progress in monetizing
its platform in Q3 2022 as service revenue increased by 145% year-on-year due to higher advertising
revenues and a greater contribution from Marketplace commissions.
- Our take rate4 increased by 2.4 p.p. year-on-year to 17.6%, due to the sales mix effect and an increase in marketplace commissions effective since March 2022. Marketplace commissions grew by 135% year-on-year, driven by the expanding seller base and changes in the commissions structure.
- Advertising revenue increased by 176% year-on-year to RUB 6.7 billion and by 1.4 p.p. year-on-year to 3.6% as a percentage of GMV incl. services, driven by greater usage of advertising services by sellers, as over 60% of our sellers actively used our advertising services. Our advertising tools enable merchants to promote their goods and analyze market trends and consumer behavior, leading to approximately 4.6x higher GMV on average for sellers who use our promotion algorithms.
Stellar growth in service revenue was partly
offset by a slight decline in sales of goods (Ozon’s 1P operations) of 2%
year-on-year, due to inventory supply disruption and the negative impact of the
fire incident, and as a result total revenue increased by 48% year-on-year.
Gross Profit increased substantially both in Ruble terms,
growing 135% year-on-year to RUB 36.6 billion, and as a percentage of GMV incl.
services, increasing by 5.1 p.p. to 19.5% in Q3 2022, driven by a significant
increase in service revenue.
Operating expenses grew by 15% year-on-year in Q3,
excluding the one-off effect of the fire incident. For two consecutive
quarters, operating expenses per order and as a percentage of GMV incl.
services demonstrated a significant improvement year-on-year and
quarter-on-quarter due to cost optimization and benefits of scale.

Cost of sales decreased by 4%, mainly due to the subdued
performance of our 1P operations and lower sales resulting from the fire
incident.
Fulfillment and delivery expenses grew by 43% year-on-year in Q3
2022 due to GMV growth and the opening of new fulfilment centers in
Moscow and Nizhny Novgorod, with this growth partially offset by lower acquiring fees up
to September 2022. Fulfillment and delivery costs as a percentage
of GMV incl. services declined by 3.0 p.p. year-on-year to 14.3% in Q3 2022,
due to the higher utilization of previously launched warehouse facilities and
savings from cost reduction projects aimed at more effective sorting and
fulfilment processes, as well as optimization of last-mile delivery and pick-up points’ tariffs.
Sales and marketing costs decreased by 16% year-on-year
in Q3 2022, falling by 2.9 p.p. as a percentage of GMV incl. services to 2.8%, due
to strong
growth in organic traffic and reduced marketing
spending on digital channels.
Technology and content expenses increased in
Ruble terms by 33% year-on-year in Q3 2022 due to further investments in
product and talent acquisition, both of which are critical to the development
of our core e-commerce business and new verticals. At the same time, costs declined as a percentage of GMV incl. services by 0.9 p.p. to 2.9% in
Q3 2022 due to benefits of scale.
General and administrative expenses increased by 50%
year-on-year in Q3 2022 due to higher employee related costs and depreciation
and amortization expenses. General and administrative expenses as a percentage of GMV incl.
services decreased by 0.4 p.p. to 2.7% in Q3 2022, due to ongoing cost control and efficiency gain
initiatives, including staff cost optimization projects.
Operating loss amounted
to RUB 16.8 billion, including the one-off RUB 10.8 billion expense related to
the fire incident in Q3 2022 compared to RUB 16.9 billion in Q3 2021. Excluding
the one-off expense, the operating loss was RUB 6.0 billion, representing a
significant improvement year-on-year due to cost reduction and efficiency
gains.
Non-operating expenses amounted to RUB 3.9 billion in Q3 2022 compared to non-operating
income of RUB 2.9 billion in Q3 2021 primarily due to bond
liability revaluation, higher interest expense and foreign exchange loss.
Loss for the period was RUB 20.7 billion in Q3 2022 compared
to RUB 14.0 billion in Q3 2021, including one-off expenses related to the fire
incident.
Total number of shares issued and outstanding was 216,413,735 (comprised of 216,413,733 ordinary
shares and two Class A shares) as of September 30, 2022.
Net Cash Generated from Operating Activities was RUB 7.8 billion in Q3 2022, compared to RUB 9.1 billion used in Q3 2021, driven by an improvement in operating profitability
combined with working
capital inflows. Our working capital
is predominantly comprised of trade and other payables and inventory. A
significant year-on-year improvement in working capital dynamics is mainly
attributable to an increase in trade accounts payable related to growth of our
Marketplace operations.
Net Cash Used in Investing activities was RUB 4.4 billion in Q3 2022, compared to RUB 7.4 billion used in Q3 2021 with the difference attributed to the placement of bank
deposits in Q3 2021.
Capital Expenditures amounted to RUB 4.7 billion in Q3 2022, compared to RUB 4.6 billion in Q3 2021. The majority of investments were related to equipment
purchases for our newly launched infrastructure facilities, while IT capital investments decreased year-on-year as
the Company had accelerated its planned purchases of server and other IT equipment
in the first half of 2022 to ensure uninterrupted supply.
Net Cash Generated from Financing activities was RUB 2.5 billion in Q3 2022,
compared to RUB 9.3 billion generated in
Q3 2021, as primarily reflecting the refinancing of an existing bank loan
received in Q3 2021.
Free Cash Flow was positive RUB 0.9 billion in Q3 2022, compared to negative
RUB 14.6 billion in Q3 2021, mostly due to stronger net cash
generated from operating activities, which was partly offset by higher payments
of the principal portion of lease liabilities related to new fulfillment
centers and expansion of warehouse capacity.
Lease Liabilities and Commitments
Ozon lease liabilities amounted to RUB 62.9 billion as of September 30, 2022, compared to RUB 42.5 billion as of December 31, 2021. Our lease liabilities are primarily comprised of contracts
for leases of office premises, fulfillment and sorting centers, vehicles and premises
for pickup points. These lease liabilities are mostly denominated in Russian
Rubles with a wide maturity range varying from one to 13 years.
The Company entered into lease contracts for offices, fulfillment and
sorting centers that have not yet commenced as of September 30, 2022. Ozon’s lease
commitments amounted to RUB 35.9 billion as of September 30, 2022, compared to RUB 87.4 billion as of December 31, 2021.
Risk and Uncertainties Related to Current Environment
The Company’s primary market of operations is Russia. As a result, the Company’s
business and the results of its operations are dependent on the economic
conditions in Russia. Over the last two decades, the Russian economy has
experienced or continues to experience at various times significant volatility
in its GDP, high levels of inflation, increases in, or high, interest rates,
sudden price declines in oil and other natural resources and instability in the
local currency market.
The sanctions imposed on Russia and Russian persons by a number of
countries in connection with the geopolitical crisis surrounding Ukraine, along
with further regulatory counter-measures taken by the Russian Government, have
had a significant, and in many cases unprecedented, impact on companies
operating in Russia. In response to the geopolitical crisis surrounding
Ukraine, the United States, the European Union, the United Kingdom and other
countries imposed severe sanctions targeting Russian financial institutions,
including a prohibition on transactions with the Central Bank of Russia, the
blocking of assets and cutting off certain Russian banks from SWIFT; individual
sanctions against businessmen and their assets; and sanctions targeting oil,
defense and other state-owned companies, as well as export and import
restrictions. In response, Russia identified a number of states, including the
United States, all European Union member states and the United Kingdom, as
“hostile” and introduced a number of economic measures in connection with their
actions, as well as economic measures aimed at ensuring financial stability in
Russia.
Due to restrictions tied to recently enacted Russian capital controls
and protection measures, the Company is currently restricted from upstreaming
cash funds from the Company’s Russian subsidiaries to the Company. Further, the
Company’s two banking legal entities were included in a list of entities for
which a Russian Presidential Decree restricts transactions with equity
instruments without specific permission from the President of the Russian
Federation. As of September 30, 2022, net assets of these two banking entities
amounted to RUB 4,014 million.
As the potential global and economic impacts of the geopolitical crisis
surrounding Ukraine continue to rapidly evolve, in a manner that is unpredictable
and beyond the Company’s control, it is difficult to accurately predict the
full impact of the sanctions that have been introduced, as well as that of any
measures taken by the Russian Government in response to these sanctions.
About OZON
Ozon is a leading multi-category e-commerce
platform and one of the largest internet companies in Russia. Its fulfillment
infrastructure and delivery network have some of the widest coverage among
e-commerce players in the country, enabling Ozon to provide Russian population
with fast and convenient delivery via couriers, pick-up points or parcel
lockers. Its extensive logistics footprint and fast-developing marketplace
platform allow thousands of entrepreneurs to sell their products across
Russia’s 11 time zones and offer millions of customers one of the widest
selections of goods across multiple product categories. Ozon actively seeks to
expand its value-added services such as fintech and other new verticals such as
Ozon fresh online grocery delivery. For more information, please visit https://corp.ozon.com/.
1 Ozon Marketplace (3P) GMV as the total value of 3P orders processed through our Marketplace platform, inclusive of value added taxes, net of discounts, returns and cancellations. 3P GMV includes only the value of goods processed through our platform and does not include services revenue.
2 The USD equivalent was calculated as RUB amounts of Cash, cash equivalents and short-term deposits converted from RUB using the exchange rate as of the end of the respective reporting period: RUB 51.1580 per 1 USD as of June 30, 2022 and RUB 57.413 per 1 USD as of September 30, 2022 (source: the Central Bank of the Russian Federation).
3 During the nine months ended September 30, 2022, we
revised the presentation of expenses related to maintenance of content on our
marketplace platform, which resulted in a corresponding reclassification of RUB
650 million for the nine months and RUB 285 million for the three months ended
September 30, 2021 from sales and marketing expenses to technology and content
expenses, and RUB 159 million for the nine months and RUB 91 million for the
three months ended September 30, 2021 from general and administrative expenses
to technology and content expenses as compared to the amounts reported during
2021. In the fourth quarter of 2021, we revised the presentation of costs of
certain packaging materials, which resulted in a corresponding reclassification
of RUB 232 million in the three months ended September 30, 2021 from cost of
sales to fulfillment and delivery expenses as compared to the amounts reported
during 2021.
4 Take
rate as Marketplace commission as a percentage of 3P GMV in a given period.
5 During
the nine months ended September 30, 2022, we revised the presentation of
expenses related to maintenance of content on our marketplace platform, which
resulted in a corresponding reclassification of RUB 650 million for the nine
months and RUB 285 million for the three months ended September 30, 2021 from
sales and marketing expenses to technology and content expenses, and RUB 159
million for the nine months and RUB 91 million for the three months ended
September 30, 2021 from general and administrative expenses to technology and
content expenses as compared to the amounts reported during 2021. In the fourth
quarter of 2021, we revised the presentation of costs of certain packaging
materials, which resulted in a corresponding reclassification of RUB 232
million in the three months ended September 30, 2021 from cost of sales to
fulfillment and delivery expenses as compared to the amounts reported during
2021.