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    SEC Form 6-K filed by PropertyGuru Group Limited

    11/21/23 6:23:19 AM ET
    $PGRU
    EDP Services
    Technology
    Get the next $PGRU alert in real time by email
    6-K 1 q3_fy2023_second_6k_fina.htm 6-K 6-K

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

     

    FORM 6-K

     

    REPORT OF FOREIGN PRIVATE ISSUER

    PURSUANT TO RULE 13a-16 OR 15d-16

    OF THE SECURITIES EXCHANGE ACT OF 1934

    For the month of November 2023

    Commission File Number: 001-41330

    PropertyGuru Group Limited

    Paya Lebar Quarter 1

    Paya Lebar Link

    #12-01/04

    Singapore 408533

    (Address of principal executive office)

     

    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 ☐

     

     

     


    The information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-265252) and registration statement on Form F-3 (Registration No. 333-264294).

     


     

     

    PROPERTYGURU GROUP LIMITED AND ITS SUBSIDIARIES

    UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

     

     

    For the Three Months Ended September 30,

     

     

    For the Nine Months Ended September 30,

     

     

    2023

     

     

    2022**

     

     

    2023

     

     

    2022**

     

     

    (S$ in thousands, except share and per share data)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

     

     

    39,121

     

     

     

    34,565

     

     

     

    108,629

     

     

     

    95,828

     

    Other income

     

     

    2,262

     

     

     

    684

     

     

     

    5,962

     

     

     

    1,453

     

    Other gains/(losses) - net

     

     

    953

     

     

     

    (1,527

    )

     

     

    1,009

     

     

     

    21,226

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Expenses

     

     

     

     

     

     

     

     

     

     

     

     

    Sales commission

     

     

    (2,027

    )

     

     

    (2,283

    )

     

     

    (6,329

    )

     

     

    (8,469

    )

    Referral fees

     

     

    (607

    )

     

     

    (565

    )

     

     

    (1,757

    )

     

     

    (1,536

    )

    Merchant fees

     

     

    (1,110

    )

     

     

    (777

    )

     

     

    (2,609

    )

     

     

    (1,936

    )

    Awards and events costs

     

     

    (1,185

    )

     

     

    (748

    )

     

     

    (2,153

    )

     

     

    (1,399

    )

    Advertising and platform fees

     

     

    (748

    )

     

     

    (609

    )

     

     

    (1,696

    )

     

     

    (1,850

    )

    Salary and staff costs

     

     

    (17,896

    )

     

     

    (18,040

    )

     

     

    (58,017

    )

     

     

    (54,166

    )

    Marketing expenses

     

     

    (3,442

    )

     

     

    (4,233

    )

     

     

    (9,660

    )

     

     

    (12,023

    )

    Technology expenses

     

     

    (3,482

    )

     

     

    (2,847

    )

     

     

    (9,831

    )

     

     

    (8,148

    )

    Legal and professional

     

     

    (1,767

    )

     

     

    (1,425

    )

     

     

    (4,905

    )

     

     

    (4,593

    )

    Share grant and option expenses

     

     

    (2,067

    )

     

     

    (1,398

    )

     

     

    (5,127

    )

     

     

    (4,433

    )

    Depreciation and amortization

     

     

    (6,073

    )

     

     

    (4,913

    )

     

     

    (17,717

    )

     

     

    (15,747

    )

    Reversal of impairment/(Impairment) loss on financial assets

     

     

    158

     

     

     

    (83

    )

     

     

    (519

    )

     

     

    83

     

    Impairment of intangible assets

     

     

    —

     

     

     

    —

     

     

     

    (5,469

    )

     

     

    —

     

    Reversal of impairment/(Impairment) of plant, equipment and right-of-use assets

     

     

    177

     

     

     

    —

     

     

     

    (73

    )

     

     

    —

     

    Finance cost

     

     

    (118

    )

     

     

    (240

    )

     

     

    (366

    )

     

     

    (2,251

    )

    Legal and professional fee incurred for IPO

     

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    (16,570

    )

    Share listing expense

     

     

    —

     

     

     

    —

     

     

     

    —

     

     

     

    (104,950

    )

    Other expenses

     

     

    (1,664

    )

     

     

    (2,467

    )

     

     

    (5,212

    )

     

     

    (3,905

    )

    Total expenses

     

     

    (41,851

    )

     

     

    (40,628

    )

     

     

    (131,440

    )

     

     

    (241,893

    )

    Profit/(Loss) before income tax

     

     

    485

     

     

     

    (6,906

    )

     

     

    (15,840

    )

     

     

    (123,386

    )

    Tax expense

     

     

    (173

    )

     

     

    (536

    )

     

     

    (529

    )

     

     

    (583

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net income/(loss) for the period

     

     

    312

     

     

     

    (7,442

    )

     

     

    (16,369

    )

     

     

    (123,969

    )

    Other comprehensive income/(loss):

     

     

     

     

     

     

     

     

     

     

     

     

    Items that may be reclassified subsequently to profit or loss:

     

     

     

     

     

     

     

     

     

     

     

     

    Currency translation differences arising from consolidation

     

     

    2,347

     

     

     

    7,467

     

     

     

    (6,721

    )

     

     

    9,912

     

    Items that will not be reclassified subsequently to profit or loss:

     

     

     

     

     

     

     

     

     

     

     

     

    Actuarial gain/(loss) from post-employment benefits obligation

     

     

    8

     

     

     

    (1

    )

     

     

    —

     

     

     

    (2

    )

    Other comprehensive income/(loss) for the period, net of tax

     

     

    2,355

     

     

     

    7,466

     

     

     

    (6,721

    )

     

     

    9,910

     

    Total comprehensive income/(loss) for the period

     

     

    2,667

     

     

     

    24

     

     

     

    (23,090

    )

     

     

    (114,059

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

    Earnings/(loss) per share for income/(loss) attributable to equity holders of the Group

     

     

     

     

     

     

     

     

     

     

     

     

    Basic and diluted earnings/(loss) per share for the period

     

     

    0.00

     

     

     

    (0.05

    )

     

     

    (0.10

    )

     

     

    (0.81

    )

     

    **Certain amounts in the prior year have been reclassified to conform to the current year presentation.

    1


     

     

    PROPERTYGURU GROUP LIMITED AND ITS SUBSIDIARIES

    UNAUDITED CONDSOLIDATED BALANCE SHEETS

     

     

    As of September 30, 2023

     

     

    As of December 31, 2022

     

     

     

    (S$ in thousands)

     

     

     

     

     

     

     

     

    ASSETS

     

     

     

     

     

     

    Current assets

     

     

     

     

     

     

    Cash and cash equivalents

     

     

    316,571

     

     

     

    309,233

     

    Trade and other receivables

     

     

    17,139

     

     

     

    18,145

     

     

     

    333,710

     

     

     

    327,378

     

    Non-current assets

     

     

     

     

     

     

    Trade and other receivables

     

     

    3,350

     

     

     

    4,559

     

    Intangible assets

     

     

    382,513

     

     

     

    393,450

     

    Plant and equipment

     

     

    1,861

     

     

     

    2,535

     

    Right-of-use assets

     

     

    9,744

     

     

     

    11,475

     

     

     

    397,468

     

     

     

    412,019

     

    Total assets

     

     

    731,178

     

     

     

    739,397

     

    LIABILITIES

     

     

     

     

     

     

    Current liabilities

     

     

     

     

     

     

    Trade and other payables

     

     

    29,454

     

     

     

    29,737

     

    Lease liabilities

     

     

    4,713

     

     

     

    4,104

     

    Deferred revenue

     

     

    65,237

     

     

     

    50,753

     

    Provisions

     

     

    109

     

     

     

    280

     

    Current income tax liabilities

     

     

    4,242

     

     

     

    4,302

     

     

     

    103,755

     

     

     

    89,176

     

    Non-current liabilities

     

     

     

     

     

     

    Trade and other payables

     

     

    456

     

     

     

    296

     

    Lease liabilities

     

     

    6,287

     

     

     

    8,339

     

    Deferred income tax liabilities

     

     

    1,694

     

     

     

    1,879

     

    Provisions

     

     

    839

     

     

     

    672

     

    Warrant liabilities

     

     

    1,471

     

     

     

    4,775

     

     

     

    10,747

     

     

     

    15,961

     

    Total liabilities

     

     

    114,502

     

     

     

    105,137

     

     

     

     

     

     

     

     

    Net assets

     

     

    616,676

     

     

     

    634,260

     

     

     

     

     

     

     

     

    SHAREHOLDERS' EQUITY

     

     

     

     

     

     

    Capital and reserves attributable to equity holders of the Group

     

     

     

     

     

     

     

     

     

     

     

     

     

    Share capital

     

     

    1,089,615

     

     

     

    1,081,320

     

    Share reserve

     

     

    14,903

     

     

     

    17,692

     

    Capital reserve

     

     

    785

     

     

     

    785

     

    Translation reserve

     

     

    (23,682

    )

     

     

    (16,961

    )

    Accumulated losses

     

     

    (464,945

    )

     

     

    (448,576

    )

    Total Shareholders' Equity

     

     

    616,676

     

     

     

    634,260

     

     

    2


     

     

    PROPERTYGURU GROUP LIMITED AND ITS SUBSIDIARIES

    UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

     

     

    For the Nine Months Ended September 30

     

     

    2023

     

     

    2022

     

     

    (S$ in thousands)

     

     

     

     

     

     

     

     

    Cash flows from operating activities

     

     

     

     

     

     

    Loss for the period

     

     

    (16,369

    )

     

     

    (123,969

    )

    Adjustments for:

     

     

     

     

     

     

    - Tax expense

     

     

    529

     

     

     

    583

     

    - Employee share grant and option expense

     

     

    4,586

     

     

     

    2,866

     

    - Non-executive director share grant and option expense

     

     

    541

     

     

     

    1,701

     

    - Depreciation and amortization

     

     

    17,717

     

     

     

    15,747

     

    - Impairment of intangible assets

     

     

    5,469

     

     

     

    —

     

    - Impairment of plant, equipment and right-of-use assets

     

     

    73

     

     

     

    —

     

    - (Gain)/Loss on disposal of plant and equipment and intangible assets

     

     

    (2

    )

     

     

    100

     

    - Loss/(Gain) on lease modification

     

     

    12

     

     

     

    (194

    )

    - Impairment/(Reversal of impairment) loss on financial assets

     

     

    519

     

     

     

    (83

    )

    - Interest income

     

     

    (5,716

    )

     

     

    (481

    )

    - Finance cost

     

     

    366

     

     

     

    2,251

     

    - Unrealised currency translation loss*

     

     

    1,741

     

     

     

    7,420

     

    - Fair value gain on warrant liabilities

     

     

    (3,338

    )

     

     

    (22,691

    )

    - Share listing expense

     

     

    —

     

     

     

    104,950

     

     

     

    6,128

     

     

     

    (11,800

    )

    Change in working capital, net of effects from acquisition

     

     

     

     

     

     

    and disposal of subsidiaries:

     

     

     

     

     

     

    - Trade and other receivables

     

     

    2,290

     

     

     

    716

     

    - Trade and other payables*

     

     

    (288

    )

     

     

    (11,322

    )

    - Deferred revenue

     

     

    14,484

     

     

     

    6,683

     

    Cash provided by/(used in) operations*

     

     

    22,614

     

     

     

    (15,723

    )

    Interest received

     

     

    5,123

     

     

     

    276

     

    Income tax paid

     

     

    (549

    )

     

     

    (848

    )

    Net cash provided by/(used in) operating activities*

     

     

    27,188

     

     

     

    (16,295

    )

     

     

     

     

     

     

     

    Cash flows from investing activities

     

     

     

     

     

     

    Additions to plant and equipment

     

     

    (554

    )

     

     

    (1,224

    )

    Additions of intangible assets

     

     

    (19,913

    )

     

     

    (15,490

    )

    Proceeds from disposal of plant and equipment

     

     

    4

     

     

     

    31

     

    Net cash used in investing activities

     

     

    (20,463

    )

     

     

    (16,683

    )

     

     

     

     

     

     

     

    Cash flows from financing activities

     

     

     

     

     

     

    Interest paid

     

     

    (345

    )

     

     

    (750

    )

    Principal payment of lease liabilities

     

     

    (3,243

    )

     

     

    (3,174

    )

    Repayment of borrowings

     

     

    —

     

     

     

    (18,389

    )

    Proceeds from reorganisation

     

     

    —

     

     

     

    142,145

     

    Proceeds from the shares issued to PIPE investors

     

     

    —

     

     

     

    178,653

     

    Transaction cost in relation to issuance of PIPE shares

     

     

    —

     

     

     

    (7,664

    )

    Proceeds from issuance of ordinary shares

     

     

    379

     

     

     

    1,269

     

    Net cash (used in)/provided by financing activities

     

     

    (3,209

    )

     

     

    292,090

     

     

     

     

     

     

     

     

    Net increase in cash and cash equivalents

     

     

    3,516

     

     

     

    259,112

     

     

     

     

     

     

     

     

    Cash and cash equivalents

     

     

     

     

     

     

    Beginning of the nine months ended 30 September

     

     

    309,233

     

     

     

    70,236

     

    Effects of currency translation on cash and cash equivalents*

     

     

    3,822

     

     

     

    10,281

     

    End of the nine months ended 30 September

     

     

    316,571

     

     

     

    339,629

     

     

    *Certain amounts in the prior year have been revised to conform to the current year presentation.

     

     

    3


     

     

    Financial Highlights – Third Quarter 2023

    •
    Total revenue increased 13% year over year to S$39 million in the third quarter.
    •
    Marketplaces revenues increased 13% year over year to S$38 million in the third quarter as continued strength in Singapore helped to offset ongoing challenges in Vietnam.
    •
    Revenue by segment:
    o
    Singapore Marketplaces revenue increased 24% year over year to S$23 million, as the number of agents and the Average Revenue Per Agent (“ARPA”) grew in the quarter. Quarterly ARPA was up 23% in the third quarter to S$1,279 as compared to the prior year quarter and the number of agents in Singapore was up over 200 to 16,309 from the second quarter of 2023. The renewal rate was 85% in the quarter.
    o
    Malaysia Marketplaces revenue increased 5% year over year to S$7 million, driven by the ongoing benefit from the Company’s dual brand strategy, offset by macro headwinds. Revenue on a Singapore Dollar basis was negatively impacted by depreciation of the Malaysian Ringgit. On a local currency basis, year over year growth was 11%.
    o
    Vietnam Marketplaces revenue decreased 33% year over year to S$4 million, as a reduction in the number of listings was partially offset by an increase in the average revenue per listing (“ARPL”). The number of listings was down 41% to 1.2 million in the third quarter compared to the prior year quarter and ARPL was up 16% to S$3.37 from the third quarter of 2022.
    o
    Fintech & Data services revenue increased 23% to S$2 million.
    •
    At quarter-end, cash and cash equivalents were S$317 million.

     

    4


     

     

    Information regarding our operating segments is presented below. It is noted that in 2023 the Company is no longer removing the ongoing cost of being a listed entity when calculating Adjusted EBITDA. As such the 2022 comparatives have been restated.

     

    For the Three Months Ended September 30,

     

     

    2023

     

     

    2022

     

     

    YoY Growth

     

     

    (S$ in thousands except percentages)

     

     

     

     

     

     

     

     

     

     

     

    Revenue

     

     

    39,121

     

     

     

    34,565

     

     

     

    13.2

    %

    Marketplaces

     

     

    37,561

     

     

     

    33,297

     

     

     

    12.8

    %

    Singapore

     

     

    22,513

     

     

     

    18,139

     

     

     

    24.1

    %

    Vietnam

     

     

    4,141

     

     

     

    6,171

     

     

     

    -32.9

    %

    Malaysia

     

     

    6,815

     

     

     

    6,524

     

     

     

    4.5

    %

    Other Asia

     

     

    4,092

     

     

     

    2,463

     

     

     

    66.1

    %

    Fintech and data services

     

     

    1,560

     

     

     

    1,268

     

     

     

    23.0

    %

    Adjusted EBITDA

     

     

    5,153

     

     

     

    2,012

     

     

     

     

    Marketplaces

     

     

    22,734

     

     

     

    18,189

     

     

     

     

    Singapore

     

     

    17,332

     

     

     

    13,554

     

     

     

     

    Vietnam

     

     

    261

     

     

     

    1,942

     

     

     

     

    Malaysia

     

     

    3,727

     

     

     

    3,169

     

     

     

     

    Other Asia

     

     

    1,414

     

     

     

    (476

    )

     

     

     

    Fintech and data services

     

     

    (2,175

    )

     

     

    (1,873

    )

     

     

     

    Corporate*

     

     

    (15,406

    )

     

     

    (14,304

    )

     

     

     

    Adjusted EBITDA Margin (%)

     

     

    13.2

    %

     

     

    5.8

    %

     

     

     

    Marketplaces

     

     

    60.5

    %

     

     

    54.6

    %

     

     

     

    Singapore

     

     

    77.0

    %

     

     

    74.7

    %

     

     

     

    Vietnam

     

     

    6.3

    %

     

     

    31.5

    %

     

     

     

    Malaysia

     

     

    54.7

    %

     

     

    48.6

    %

     

     

     

    Other Asia

     

     

    34.6

    %

     

     

    -19.3

    %

     

     

     

    Fintech and data services

     

     

    -139.4

    %

     

     

    -147.7

    %

     

     

     

     

     

    For the Nine Months Ended September 30,

     

     

    2023

     

     

    2022

     

     

    YoY Growth

     

     

    (S$ in thousands except percentages)

     

     

     

     

     

     

     

     

     

     

     

    Revenue

     

     

    108,629

     

     

     

    95,828

     

     

     

    13.4

    %

    Marketplaces

     

     

    104,129

     

     

     

    92,511

     

     

     

    12.6

    %

    Singapore

     

     

    62,894

     

     

     

    50,436

     

     

     

    24.7

    %

    Vietnam

     

     

    12,543

     

     

     

    18,170

     

     

     

    -31.0

    %

    Malaysia

     

     

    20,235

     

     

     

    17,857

     

     

     

    13.3

    %

    Other Asia

     

     

    8,457

     

     

     

    6,048

     

     

     

    39.8

    %

    Fintech and data services

     

     

    4,500

     

     

     

    3,317

     

     

     

    35.7

    %

    Adjusted EBITDA

     

     

    9,984

     

     

     

    2,822

     

     

     

     

    Marketplaces

     

     

    59,804

     

     

     

    44,805

     

     

     

     

    Singapore

     

     

    47,899

     

     

     

    36,185

     

     

     

     

    Vietnam

     

     

    188

     

     

     

    4,748

     

     

     

     

    Malaysia

     

     

    11,195

     

     

     

    6,779

     

     

     

     

    Other Asia

     

     

    522

     

     

     

    (2,907

    )

     

     

     

    Fintech and data services

     

     

    (7,037

    )

     

     

    (5,404

    )

     

     

     

    Corporate*

     

     

    (42,783

    )

     

     

    (36,579

    )

     

     

     

    Adjusted EBITDA Margin (%)

     

     

    9.2

    %

     

     

    2.9

    %

     

     

     

    Marketplaces

     

     

    57.4

    %

     

     

    48.4

    %

     

     

     

    Singapore

     

     

    76.2

    %

     

     

    71.7

    %

     

     

     

    Vietnam

     

     

    1.5

    %

     

     

    26.1

    %

     

     

     

    Malaysia

     

     

    55.3

    %

     

     

    38.0

    %

     

     

     

    Other Asia

     

     

    6.2

    %

     

     

    -48.1

    %

     

     

     

    Fintech and data services

     

     

    -156.4

    %

     

     

    -162.9

    %

     

     

     

     

    *Corporate consists of headquarters costs, which are not allocated to the segments. Headquarters costs are costs of PropertyGuru’s personnel that are based predominantly in its Singapore headquarters and certain key personnel in Malaysia and Thailand, and that service PropertyGuru’s group as a whole, consisting of its executive officers and its group marketing, technology, product, human resources, finance and operations teams, as well as platform IT costs (hosting, licensing, domain fees), workplace facilities costs, corporate public relations retainer costs and professional fees such as audit, legal and consultant fees. A portion of the cost of being a listed entity is also included.

    5


     

     

     

    As of September 30, 2023, PropertyGuru continued its Engagement Market Share1 leadership in Singapore, Vietnam, Malaysia, and Thailand.

     

    Singapore: 83% – 6.2x the closest peer

     

    Malaysia: 92% – 12.8x the closest peer

    Vietnam: 80% – 4.0x the closest peer

     

    Thailand: 51% – 1.7x the closest peer

     

     

     

     

     

    1 Based on SimilarWeb data between April 2023 and September 2023.

     

    6


     

     

    Key Performance Metrics and Non-IFRS Financial Measures

    Our priority markets comprise Singapore, Vietnam, Malaysia and Thailand. Our core markets comprise Singapore, Vietnam, Malaysia, and Thailand.

     

    Engagement Market Share is the average monthly engagement for websites owned by PropertyGuru as compared to average monthly engagement for a basket of peers calculated over the relevant period. Engagement is calculated as the number of visits to a website during a period multiplied by the total amount of time spent on that website for the same period, in each case based on data from SimilarWeb. Engagement Market Share is based on the prevailing SimilarWeb algorithm on the date the Company first filed or furnished such information to the U.S. Securities and Exchange Commission (“SEC”).

     

    Number of agents in all core markets except Vietnam is calculated for a period as the sum of the number of agents with a valid 12-month subscription package at the end of each month in a period divided by the number of months in such period. In Vietnam, number of agents is calculated as the average monthly number of agents who credit money into their account within the relevant period. When counting in aggregate across the PropertyGuru group, in markets where PropertyGuru operates more than one property portal, an agent with subscriptions to more than one portal is only counted once.

     

    Number of real estate listings is calculated as the average number of listings created monthly during the period for Vietnam and the average number of monthly listings available in the period for other markets.

     

    Average revenue per agent (“ARPA”) is calculated as agent revenue for a period divided by the average number of agents in that period, which is calculated as the sum of the number of total agents at the end of each month in a period divided by the number of months in such period.

     

    Number of listings in Vietnam is calculated as the sum of all listings created in each month over the relevant period (other than listings from promotional accounts). Number of listings is used to calculate average revenue per listing, which is described below.

     

    Average revenue per listing ("ARPL”) is calculated as revenue for a period divided by the number of listings in such period.

     

    Renewal rate is calculated as the number of agents that successfully renew their annual package during a period divided by the number of agents whose packages are up for renewal (at the end of their twelve-month subscription) during that period.

     

    This document also includes references to non-IFRS financial measures, namely Adjusted EBITDA, Adjusted EBITDA Margin and incremental Adjusted EBITDA over incremental revenue. PropertyGuru uses these measures, collectively, to evaluate ongoing operations and for internal planning and forecasting purposes. PropertyGuru believes that non-IFRS information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and may assist in comparisons with other companies to the extent that such other companies use similar non-IFRS measures to supplement their IFRS or GAAP results. These non-IFRS measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS, and may be different from similarly titled non-IFRS measures used by other companies. Accordingly, non-IFRS measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of other IFRS financial measures, such as net loss and loss before income tax.

     

    Adjusted EBITDA is a non-IFRS financial measure defined as net profit/loss for year/period adjusted for changes in fair value of preferred shares, warrant liability and embedded derivatives, finance costs, depreciation and amortization, tax expenses or credits, impairments when the impairment is the result of an isolated, non-recurring event, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation profit or loss, fair value profit or loss on lease modifications and contingent consideration, business acquisition transaction and integration cost (including contingent consideration), the cost of listing or IPO activities.

    7


     

     

     

    Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue.

     

    Incremental Adjusted EBITDA over incremental revenue is calculated as the increase in Adjusted EBITDA over the period divided by the increase in revenue over the same period.

     

    A reconciliation of net (loss)/income to Adjusted EBITDA is provided as follows. It is noted that in 2023 the Company is no longer removing the ongoing cost of being a listed entity when calculating Adjusted EBITDA. As such, the 2022 comparative has been restated.

     

     

    For the Three Months Ended September 30,

     

    2023

     

    2022

     

    (S$ in thousands)

     

     

     

     

     

    Net income/(loss)

     

    312

     

    (7,442)

    Adjustments:

     

     

     

     

    Changes in fair value of preferred shares, warrant liability and embedded derivatives

     

    (3,228)

     

    325

    Finance income - net

     

    (2,033)

     

    (48)

    Depreciation and amortization expense

     

    6,073

     

    4,913

    Reversal of impairment

     

    (177)

     

    —

    Share grant and option expenses

     

    2,067

     

    1,398

    Other losses - net

     

    2,275

     

    1,203

    Business acquisition transaction and integration cost*

     

    (316)

     

    1,127

    Restructuring cost**

     

    7

     

    —

    Tax expense

     

    173

     

    536

    Adjusted EBITDA

     

    5,153

     

    2,012

     

     

    For the Nine Months Ended September 30,

     

    2023

     

    2022

     

    (S$ in thousands)

     

     

     

     

     

    Net loss

     

    (16,369)

     

    (123,969)

    Adjustments:

     

     

     

     

    Changes in fair value of preferred shares, warrant liability and embedded derivatives

     

    (3,338)

     

    (22,691)

    Finance (income)/costs - net

     

    (5,350)

     

    1,770

    Depreciation and amortization expense

     

    17,717

     

    15,747

    Impairment

     

    5,542

     

    —

    Share grant and option expenses

     

    5,127

     

    4,433

    Other losses - net

     

    2,329

     

    1,466

    Business acquisition transaction and integration cost*

     

    1,724

     

    3,963

    Legal and professional fees incurred for IPO

     

    —

     

    16,570

    Share listing expense

     

    —

     

    104,950

    Restructuring cost**

     

    2,073

     

    —

    Tax expense

     

    529

     

    583

    Adjusted EBITDA

     

    9,984

     

    2,822

    *Certain amounts in the prior year have been adjusted to conform to the current year presentation.

    **The restructuring cost is in regard to the phase out of the Indonesia marketplace.

     

    Industry and Market Data

    This document contains information, estimates and other statistical data derived from third party sources and/or industry or general publications, including estimated insights from SimilarWeb and Google Analytics. Such information involves a number of assumptions and limitations, and you are cautioned not to place undue weight on such estimates. PropertyGuru has not independently verified such third-party information, and makes no representation as to the accuracy of such third-party information.

    8


     

    SIGNATURE

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

     

     

     

     

     

     

     

     

     

    PROPERTYGURU GROUP LIMITED

    Date: November 21, 2023

     

    By:

    /s/ Joe Dische

     

     

     

    Name: Joe Dische

     

     

     

    Title: Chief Financial Officer

     

     


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