X5 REPORTS 12.4% REVENUE GROWTH IN Q3 2019

X5 REPORTS 12.4% REVENUE GROWTH IN Q3 2019

ADJUSTED EBITDA MARGIN UNder IAS 17 REACHES 7.1%

ü X5 delivered revenue growth of 12.4% year-on-year (y-o-y), driven by: 3.9% increase in like-for-like (LFL) sales and 8.5% sales growth contribution from a 13.9% rise in selling space.

ü Gross margin under IAS 17 decreased by 10 b.p. y-o-y to 24.5% (24.9% under IFRS 16) in Q3 2019, mainly due to targeted price investments.

ü SG&A expenses under IAS 17 (excl. D&A&I, LTI, share-based payments and impact from Karusel transformation) increased by 35 b.p. y-o-y to 18.2% of revenue, mainly due to further investments in staff costs to align compensation to market benchmarks and reduce staff turnover.

ü Adjusted EBITDA(1) margin under IAS 17 totalled 7.1% (12.4% under IFRS 16).

ü Adjusted net profit(2) margin under IAS 17 totalled 1.8% (1.1% under IFRS 16). Net profit in Q3 2019 included a one-off adjustment of RUB 5.3 bln related to the Karusel transformation (mainly due to impairment of non-current assets).

ü The net debt/EBITDA ratio under IAS 17 was 1.75x as of 30 September 2019.

Amsterdam, 22 October 2019 - X5 Retail Group N.V. ("X5" or the "Company"), a leading Russian food retailer (LSE and MOEX ticker: FIVE), today released the Company's unaudited condensed consolidated interim financial information for the three months (Q3) and nine months (9M) ended 30 September 2019, in accordance with International Financial Reporting Standards as adopted by the European Union.

Profit and loss statement highlights(3)

* For more details on the impact of IFRS 16 please refer to page 7.

Note: The financial measures under IAS 17 are used in this press release as upon adoption of IFRS 16 management continued to apply IAS 17 for leases for performance assessment purposes mainly due to the absence of comparatives under IFRS 16. The reconciliation of IAS 17 and IFRS 16 figures is presented further in Section "Effect of IFRS 16 on X5 Retail Group's financial statements".

Net retail sales

Total net retail sales growth reached 12.8% y-o-y in Q3 2019, driven by positive like-for-like (LFL) sales(5) dynamics and selling space expansion.

Selling space by format, square meters (sq. m) 

Q3 & 9M 2019 LFL store performance by format, % change y-o-y

In Q3 2019, LFL sales performance remained strong at 3.9% y-o-y.

For more details on net retail sales growth please refer to X5's Q3 2019 Trading Update.

Gross profit margin

The gross profit margin under IAS 17 decreased by 10 b.p. y-o-y to 24.5% in Q3 2019. The decrease was due to decline in the commercial margin as a result of targeted price investments, which was partially offset by successful measures to decrease shrinkage levels and better logistics efficiency.

Selling, general and administrative (SG&A) expenses (excl. D&A&I and impact from Karusel transformation)

* For more details on the impact of IFRS 16 please refer to page 7.

In Q3 2019, SG&A expenses excluding D&A&I, LTI, share-based payments and impact from Karusel transformation under IAS 17 as a percentage of revenue increased by 35 b.p. to 18.2%, mainly due to growth in staff costs and other expenses.

Staff costs (excluding LTI, share-based payments and impact from Karusel transformation) as a percentage of revenue increased by 31 b.p. y-o-y in Q3 2019 to 8.1%.

LTI and share-based payments expenses amounted to RUB 270 mln in Q3 2019.

Lease expenses under IAS 17 as a percentage of revenue in Q3 2019 increased by 6 b.p.y-o-y due to the growing share of leased space in X5's total real estate portfolio, which accounted for 79% as of 30 September 2019, compared to 75% as of 30 September 2018.

Third party services expenses under IAS 17 as a percentage of revenue in Q3 2019 decreased by 22 b.p. y-o-y to 0.7% as a result of lower marketing expenses due to operating leverage effect.

Other expenses (excluding impact from Karusel transformation) under IAS 17 as a percentage of revenue in Q3 2019 increased by 24 b.p. y-o-y to 1.2% primarily due to the reclassification as of 1 January 2019 of proceeds from the sale of recyclable materials to other income and an increase in acquiring costs driven by increasing penetration of card payments.

In 9M 2019, SG&A expenses excluding D&A&I, LTI, share-based payments and impact from Karusel transformation under IAS 17 as a percentage of revenue increased by 30 b.p. to 17.9%, mainly due to increased staff costs and other expenses.

Lease/sublease and other income

As a percentage of revenue, the Company's income from lease, sublease and other operations under IAS 17 totalled 0.8%, an increase of 13 b.p. y-o-y in Q3 2019, driven by the reclassification of income from sale of recyclable materials from SG&A expenses(6).

EBITDA and EBITDA margin

* For more details on IFRS 16 impact please refer to page 7.

D&A&I

Depreciation, amortisation and impairment costs under IAS 17 in Q3 2019 totalled RUB 17,842 mln, (RUB 44,154 mln for 9M 2019), increasing as a percentage of revenue by 95 b.p. y-o-y to 4.2% (for 9M 2019: increase by 34 b.p. to 3.5%). This was due to impairment of non-current assets related to Karusel transformation.

The negative impact on net profit from Karusel transformation under IAS 17 totalled RUB 5,334 mln in Q3 2019. As announced on 26 September 2019, the Company plans to transform its hypermarket format by transferring 34 stores to Perekrestok by early 2021 and closing 20 hypermarkets by 2022, while the remaining stores that continue to operate as Karusel hypermarkets will be further evaluated before a final decision is made.

Non-operating gains and losses

* For more details on IFRS 16 impact please refer to page 7.

Net finance costs under IAS 17 in Q3 2019 decreased by 2.6% y-o-y to RUB 4,394 mln due to lower gross debt and a decrease in the weighted average effective interest rate on X5's total debt as a result of declining interest rates in Russian capital markets, as well as actions by X5 to minimise interest expenses.

In Q3 2019, income tax expense under IAS 17 increased by 53.6% y-o-y to RUB 4,190 mln due to an impairment related to Karusel transformation.

Consolidated cash flow statement highlights

* For more details on IFRS 16 impact please refer to page 7.

In Q3 2019, the Company's net cash from operating activities before changes in working capital under IAS 17 increased by RUB 1,737 mln, or 6.3% y-o-y, and totalled RUB 29,403 mln. The negative change in working capital under IAS 17 of RUB 17,564 mln in Q3 2019 compared to positive RUB 8,475 mln in Q3 2018 was mainly due to an increase in accounts payable (calendarisation effect) and inventories (low base effect due to stock optimisation last year). Inventory turnover days or payment terms with suppliers during Q3 2019 did not change materially.

Net interest and income tax paid under IAS 17 in Q3 2019 increased by RUB 1,408 mln, or 17.6% y-o-y, and totalled RUB 9,402 mln. Income tax paid under IAS 17 increased y-o-y due to higher tax accrual in Q2 2019 following strong operating performance.

As a result, in Q3 2019, net cash flows generated from operating activities under IAS 17 totalled RUB 2,437 mln, down 91.3% from RUB 28,147 mln in Q3 2018.

In 9M 2019, net cash flows generated from operating activities under IAS 17 totalled RUB 51,468 mln, down 7.7% from RUB 55,779 mln for the same period of 2018.

Net cash used in investing activities under IAS 17, which generally consists of payments for property, plant and equipment, increased to RUB 23,003 mln in Q3 2019 from RUB 19,533 mln in Q3 2018 mainly due to M&A. For 9M 2019, net cash used in investing activities under IAS 17 decreased to RUB 58,562 mln from RUB 68,986 mln in 9M 2018.

Net cash generated from financing activities under IAS 17 totalled RUB 14,496 mln in Q3 2019 compared to net cash used in financing activities of RUB 7,012 mln in Q3 2018.

Liquidity update

As of 30 September 2019, the Company's total debt under IAS 17 amounted to RUB 226,586 mln and comprised 32.2% short-term debt and 67.8% long-term debt. The Company's net debt/EBITDA ratio under IAS 17 was 1.75x as of 30 September 2019.

The Company's debt is 100% denominated in Russian Roubles.

As of 30 September 2019, the Company had access to RUB 358,455 million in available credit limits with major Russian and international banks.

Effect of IFRS 16 on X5 Retail Group's financial statements

Effect on gross profit

Gross profit and gross margin are higher by RUB 1,655 mln and 39 b.p. under IFRS 16 compared to IAS 17 in Q3 2019 (RUB 4,937 mln and 39 b.p. in 9M 2019), respectively, due to the lease for distribution centers, which was previously part of cost of sales, but has been excluded from the gross profit calculation.

Effect on EBITDA, operating profit and finance costs

Lease expenses, other store costs, third party services and other expenses in the total amount of RUB 20,379 mln have been excluded from SG&A expenses in Q3 2019 (RUB 59,686 mln in 9M 2019) under the new standard. Additional depreciation of RUB 15,937 mln related to leased assets has been added under operating costs in Q3 2019 (RUB 44,823 mln in 9M 2019) under IFRS 16.

Financial costs increased by RUB 9,803 mln under the new standard compared to IAS 17 due to the interest expense on lease liabilities in Q3 2019 (RUB 28,357 mln in 9M 2019).

The implementation of IFRS 16 increases the Company's EBITDA significantly, as lease expenditure previously recognised in the income statement is excluded. Adjusted EBITDA margin is 530 b.p. higher under the new standard compared to IAS 17 in Q3 2019 (515 b.p. in 9M 2019). Interest expense on liabilities is recognised in finance costs, below the EBITDA level.

Effect on net profit

The negative net FX result is RUB 163 mln higher under IFRS 16 compared to IAS 17 in Q3 2019 (positive RUB 1,400 mln in 9M 2019) due to revaluation of foreign currency liabilities resulting from lease contracts denominated in foreign currencies.

IFRS 16 resulted in lower income tax expense due to lower profit before tax. The effective tax rate under the new standard is 97.3% in Q3 2019 and 35.0% in 9M 2019.

Net profit and net profit margin are impacted by the IFRS 16 standard as a result of additional depreciation and interest, and are lower by RUB 2,136 mln and 51 b.p. under the new standard compared to IAS 17 in Q3 2019 (RUB 4,629 mln and 37 b.p. in 9M 2019).

Effect on cash flow statement

The implementation of the new standard affects cash flow statement presentation but not the net change in cash result, as principal payments on leases will be classified as financing activities, prepayments are classified as investing activities, and interest payments are considered interest paid in operating activities.

(1) Adjusted EBITDA is EBITDA before costs related to the LTI programme, share-based payments, other one-off remuneration payments expense and one-off impact from Karusel transformation.

(2) Adjusted net profit is net profit before one-off impact from Karusel transformation.

(3) Please note that in this and other tables, and in the text of this press release, immaterial deviations in the calculation of % changes, subtotals and totals are due to rounding.

(4) Net retail sales represent revenue from the operations of X5-managed stores net of VAT. This number differs from revenue, which includes proceeds from wholesale operations, direct franchisees (royalty payments) and other revenue.

(5) LFL comparisons of retail sales between two periods are comparisons of retail sales in local currency (including VAT) generated by the relevant stores. The stores that are included in LFL comparisons are those that have operated for at least 12 full months. Their sales are included in the LFL calculation starting from the day of the store's opening. We include all stores that fit our LFL criteria in each reporting period.

(6) The Company made a decision to reclassify income from sale of recyclable materials from other expenses (SG&A) to lease/sublease and other income as of 1 January 2019. Other expenses include acquiring and encashment costs, property tax, travel costs, etc.

Note to Editors:

X5 Retail Group N.V. (LSE and MOEX: FIVE, Fitch - 'BB+', Moody's - 'Ba1', S&P - 'BB', RAEX - 'ruAA') is a leading Russian food retailer. The Company operates several retail formats: the chain of proximity stores under the Pyaterochka brand, the supermarket chain under the Perekrestok brand and the hypermarket chain under the Karusel brand.

As of 30 September 2019, X5 had 15,752 Company-operated stores. It has the leading market position in both Moscow and St Petersburg and a significant presence in the European part of Russia. Its store base includes 14,850 Pyaterochka proximity stores, 811 Perekrestok supermarkets and 91 Karusel hypermarkets. The Company operates 43 DCs and 4,029 Company-owned trucks across the Russian Federation.

For the full year 2018, revenue totalled RUB 1,532,537 mln (USD 24,439 mln), Adjusted EBITDA reached RUB 109,871 mln (USD 1,752 mln), and net profit for the period amounted to RUB 28,642 mln (USD 457 mln). In 9M 2019, revenue totalled RUB 1,265,130 mln (USD 19,440 mln), adjusted EBITDA reached RUB 95,975 mln (USD 1,475 mln), and net profit amounted to RUB 25,043 mln (USD 385 mln).

X5's Shareholder structure is as follows: CTF Holdings S.A. - 47.86%, Intertrust Trustees Ltd (Axon Trust) - 11.43%, X5 Directors - 0.08%, treasury shares - 0.01%, Shareholders with less than 3% - 40.62%.

Forward looking statements:

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal", "believe", or other words of similar meaning.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond X5 Retail Group N.V.'s control. As a result, actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements.

Any forward-looking statements made by or on behalf of X5 Retail Group N.V. speak only as of the date of this announcement. Save as required by any applicable laws or regulations, X5 Retail Group N.V. undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document.

Elements of this press release contain or may contain inside information about X5 Retail Group N.V. within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU).