Management Reports • Aug 11, 2022
Management Reports
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The consolidated financial information disclosed in this report is based on unaudited financial statements, prepared in accordance with the International
Financial Reporting Standards (IAS/IFRS), issued by the Internationa
| I MANAGEMENT REPORT | |
|---|---|
| 1. Main Highlights | 2 |
| 2. Sonaecom Consolidated Results | 2 |
| 2.1 Telecommunications | 3 |
| 2.2 Technology | 4 |
| 2.3 Media | 6 |
| 3. Appendix | 7 |
| 4. Qualified Shareholdings | 9 |
| 5. Statement of the Board of Directors | 10 |
| II FINANCIAL STATEMENTS | |
| 6. Financial Information | 12 |
| 6.1. Sonaecom condensed consolidated financial statements | 12 |
| 6.2. Notes to the condensed consolidated financial statements of Sonaecom | 17 |
MANAGEMENT REPORT & ACCOUNTS 2022
Consolidated Turnover increasing 10.6% to 8.7 million euros, with positive contributions from all areas.
EBITDA achieving 30.1 million euros, explained by the capital gain generated with asset sales at Technology area and the improvement of ZOPT equity results.
NOS presenting a robust operational performance in Telco and a continued recovery in cinema activity.
Indirect Results of 19.7 million euros, reflecting a portfolio valuation improvement at Technology area.
Capital Structure remains strong with a net cash position of 222.0 million euros.
Introductory note:
In the 1H22, and following the agreement signed with Thales Europe, SA. to sell the entire share capital and voting rights of Maxive -Cybersecurity, SGPS, S.A., which was announced on May 17th, Maxive was considered a discontinued operation. The 2022 Maxive balance figures were classified as held for sale and all comparative periods were restated to include Maxive results as a discontinued operation in the profit and loss statement.
Telecommunications area, which includes a 50% stake in ZOPT - consolidated through the equity method - which owns 52.15% stake in NOS, presented a semester marked by a continued strength of telco operation and a recovery in Audiovisuals and Cinema activity. The focus on technological leadership and customer experience drove strong operational and financial performance in Telco business. Continued recovery in cinema activity, as a result of the launch of blockbuster movies without the restrictions of social distancing, drove strong revenues in exhibition and movie distribution.
Regarding Technology area, 1H22 was a period marked by:
Coupled with this evolution on portfolio structure, the semester was also marked by relevant achievements in some portfolio companies, namely in (i) Cybersixgill, with a financing round of 35 million dollars led by More Provident and Pension Funds and REV Venture Partners; (ii) Sales Layer, with a financing round of 25 million dollars led by PeakSpan and (iii) Portainer, that closed a 6.2 million dollar round led by Movac. Bright Pixel participated in all these rounds.
Consolidated turnover in 1H22 reached 8.7 million euros, increasing 10.6%, when compared to 1H21. This positive evolution was driven by both Media and Technology area, the latter presenting a growth of 25.5% y.o.y..
Operating costs amounted to 13.4 million euros, 20.5% above 1H21. Emplouee benefits expenses increased 20.0% and Commercial costs increased 44.4% to 1.4 million euros, mainly driven by the higher Marketing & Sales costs. Other expenses increased 15.4% to 4.8 million euros.
Total EBITDA increased 7.4 million euros to 30.1 million euros, mainly explained by non-recurrent itens and equity results. Non-recurrent itens stood at 17.8 million euros, driven by the capital gains generated with the sale of CiValue, Beamy and Cellwize. Equity results increased to 18.5 million euros, mostly driven by ZOPT contribution which, in turn, depends on NOS net income evolution. Underlying EBITDA stood at negative 4.1 million euros, below the negative 2.7 million euros presented in 1H21.
Sonaecom's EBIT increased to 29.2 million euros, from 21.9 million euros in 1H21, explained by the higher level of EBITDA. Sonaecom's earnings before tax (EBT) increased from 22.8 million to 31.7 million euros, driven by the higher EBIT and financial results. Indirect results reached 19.7 million euros, positively impacted by portfolio fair value adjustments, specially at Cybersixgill and Sales Layer. The amount of 19.0 million euros in 1H21, was mainly related with the upwards revisions at Armilar Venture Funds. Net results group share stood at 48.1 million euros, above the 39.9 million euros presented in 1H21.
The net cash position stood at 222.0 million euros, and excluding the decrease generated by the amount of liquidity already allocated to assets held for sale (Maxive) stood 46.8 million euros below the level of December 2021. Excluding leasings, net cash position stood at 229.2 million euros, 52.4 million euros below December 2021 (excluding the impact of cash allocated to assets held for sale), mainly driven by the 12.5 million euros of positive net inflow from investment activity offset by the 59.3 million euros of dividends distribution and the negative operating cash-flow, financials and taxes of 5.9 million euros.
NOS operating revenues were 742.0 million euros in 1H22, increasing 9.4% y.o.y..
EBITDA reached 322.2 million euros, increasing 5.1% when compared to 1H21 and representing a 43.4% EBITDA margin.
CAPEX excluding leasings, spectrum license & other contractual rights amounted to 244.0 million euros in 1H22, an increase of 21.9% y.o.y. As a consequence of EBITDA and CAPEX evolution, EBITDA-CAPEX decreased 26.5%.
At the end of 1H22, total net debt including leasings and long-term contracts (according to IFRS 16) amounted to 1,670.6 million euros. Net Financial Debt/EBITDA after lease payments (last 4 quarters) stood at 2.15x EBITDA, and with an average maturity of 2.7 years.
NOS published its 1H22 results on 20th July 2022, which are available at www.nos.pt.
During 1H22, NOS share price increased 12.5% from €3.410 to €3.836, whilst PSI20 increased by 8.5%.
| Operational Indicators ('000) | 02. | A 2272° | 1.0.a. | H2 | ||||
|---|---|---|---|---|---|---|---|---|
| Total RGUs | 9999.3 | 10523.6 | 5.2% | 10393.3 | 1.3% | 9 999.3 | 10523.6 | 5.2% |
| Convergent + Integrated RGUs | 5060.5 | 5 417.9 | 7.1% | 5 319.6 | 1.8% | 5 060.5 | 5417.9 | 7.1% |
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| NOS HIGHLIGHTS | 2021 | 2022 | $\triangle$ 22/21 | 1Q22 | q.o.q. | 1H 21 | 1H22 | ∆ 22/21 |
| Operating Revenues | 341.0 | 368.6 | 8.1% | 373.4 | $-1.3%$ | 678.5 | 742.0 | $9.4\%$ |
| EBITDA | 154.4 | 162.8 | 5.4% | 159.4 | 2.1% | 306.6 | 322.2 | 5.1% |
| EBITDA margin (%) | 45.3% | 44.2% | $-1.1$ pp | 42.7% | 1.5 pp | 45.2% | 43.4% | $-1.8$ pp |
| Net Income | 43.3 | 44.2 | 2.0% | 41.1 | 7.5% | 73.9 | 85.3 | 15.5% |
| CAPEX excluding Leasings, Spectrum License & Other Contractual Rights |
104.1 | 112.6 | 8.1% | 131.4 | $-14.3%$ | 200.1 | 244.0 | 21.9% |
| EBITDA-CAPEX excluding Leasings, Spectrum License & Other Contractual Rights |
50.3 | 50.3 | 0.0% | 28.0 | 79.6% | 106.5 | 78.3 | $-26.5%$ |
The Technology area aims to build and manage a portfolio of technology businesses around retail and telecommunications, as well as cybersecurity, with an international scale. This area currently comprises, alongside with minority stakes, Bright Pixel, Bright Vector I and Bright Tech Innovation funds, three controlled companies - S21Sec and Excellium (together the Maxive Cybersecurity Group) and Inovretail.
Maxive Cybersecurity is the strategic holding company that combines two of the leading cybersecurity pure players in Europe and is positioned as one of the largest MSSPs (Managed Security Services Provider) pure players both in terms of business and specialized personnel offering its customers a wide set of services combining best practices and capabilities from both S21sec and Excellium:
S21Sec is a reference multinational MSSP, focused on the delivery of cyber security services and development of proprietary supporting technologies, with a global customer base, leveraging its teams in Spain and Portugal. Since June 2018, with the integration of Nextel, S21Sec is the most relevant "pure player" (company specializing exclusively in the cubersecurity sector) in Spain and Portugal in terms of turnover and number of cubersecurity experts.
Excellium is a market-leading managed security services provider from Luxembourg, with presence in Belgium and counting with more than 100 experts.
The significant European scale and cross-country presence of this group of cybersecurity companies will be key to address the increasingly challenging needs of all organizations and specially the requirements of those large and multi-national companies operating in the European space, while ensuring agile and fast response from specialized teams close to the customer.
InovRetail is a retail innovation company that provides data science solutions and digital tools that deliver quantifiable insights and actionable recommendations with direct and sustainable impact on retailer's key metrics. The company's main product is the Staff Empowerment Solution, a SaaS based solution that help retailers in three key areas like Sales Performance Enhancement, Customer Experience Optimisation and Advanced Planning & Scheduling. Currently, the company is launching a new omnichannel solution to create a fully personalized shopping experience.
Armilar Venture Funds are the 3 Venture Capital funds in which Bright Pixel owns participation units acquired to Novo Banco. With this transaction, concluded in December 2016, Bright Pixel reinforced its portfolio with sizeable stakes in leading edge companies such as Outsystems and Feedzai, both consistently presenting meaningful and sustainable levels of growth.
Arctic Wolf, a US based company, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. Bright Pixel, jointly with US technology investors Lightspeed Venture Partners and Redpoint, entered in the company's cap table in 2017 in a series B round. Since then, the Company closed a 45 million dollars series C round in 2018, a 60 million dollars Series D round at the end of 2019, a 200 million dollars Series E round in October 2020 funding at a valuation of 1.3 billion dollars and, in 2021, a 150 million dollars, held by existing and new investors, at an underlying valuation of 4.3 billion dollars.
Stylesage is a strategic analytics SaaS platform that helps fashion, home and beauty retailers and brands with critical pre, in and post season decisions globally. Every day, StyleSage pulls product data from competitors' ecommerce websites from around the world. Then, with groundbreaking technology in machine learning and visual recognition, StyleSage cleans, organizes, and analyzes the massive amounts of collected data into a cloud-based dashboard that empowers brands and retailers to make informed, data-driven decisions in areas such line planning, markdown optimization, and global expansion.
Ometria is a London based AI powered customer marketing platform with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the Series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was reinforced during series B and C rounds.
Reblaze is an Israeli company that provides proprietary security technologies in a unified platform, shielding assets from threats found on the Internet. The company raised a Series A round in which Bright Pixel led jointly with JAL Ventures and Data Point Capital.
Visenze is a Singapore-based company that delivers intelligent image recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSenze to convert images into immediate product search opportunities, improving conversion rates. Media companies use ViSenze to turn any image or video into an engagement opportunity, driving incremental revenue. Bright Pixel co-led, with Gobi Partners, a 20 million dollars Series C round to enable the artificial intelligence company to further invest in its penetration among smartphone manufacturers, as well as with consumer and social communication applications.
Daisy Intelligence is an AI-powered platform for retail merchandising teams focused on optimizing promotional product and price mixes for dramatically improved business results. Bright Pixel partnered with Framework Venture Partners invested in a 10 million canadian dollars (circa 7 million euros) series A round.
Nextail is a Spanish company that has developed a cloud-based platform that combines artificial intelligence and prescriptive analytics to upgrade retailers' inventory management processes and store operations. The company raised a 10 million dollars Series A round led
by London and Amsterdam based venture capital firm KEEN Venture Partners LLP ("KEEN"), t investor Nauta Capital. The new financing was to be used to accelerate product development and double the size of the team, as it grows internationally.
Cybersixgill is a market leader in deep and dark web cyber threat intelligence. The company helps Fortune 500 companies, financial institutions, governments, and law enforcement agencies protect their finances, networks and reputations from cuberthreats that lurk in the deep, dark and surface webs. The advanced cuber threat intelligence platform automates all phases of the intelligence cucle collection, analysis and dissemination of data - providing organizations with unparalleled information and actionable insights to protect their various assets in the ever-evolving cyber threatscape. Bright Pixel co-led its series B15 million dollars round and participated in its new 35 million dollar round raised in 2022 led by More Provident and Pension Funds and REV Venture Partners.
IriusRisk (previously named Continuum Security) is a Spanish based company with an application security platform to address vulnerabilities early in the development process. In order to realise their international growth plans, the company has raised an investment round of 1.5 million euros, which was led by Swanlaab Venture Factory and joined by JME Venture Capital and Bright Pixel. In September 2020, the company raised a series A round of 6.7 million dollars participated by Paladin, 360 CP, Swanlaab JME Venture Capital and Bright Pixel.
Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). In 2018, the company raised a 2.3 million dollars in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the Company raised 10 million euros in a series A with the participation of Ace Capital Partners.
Probe.ly, having started as an internal project of Bright Pixel, won the Caixa Capital Empreender Award 2017, has stepped from MVP (Minimum Valuable Product) to an independent Web Application Security startup.
Sales Layer is a Spanish based company with a cloud-based Product Information Management (PIM) platform, helping brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Bright Pixelled its series A round and recently participated in its series B round.
Deepfence is a leading US-based cloud-native workload protection platform that aims to provide a unified security platform for kubernetes, virtual machines and serverless workloads. Deepfence ensures business continuity in the face of persistent threats by detecting and disrupting sophisticated attacks targeting cloud-native technologies, the "glue" that keeps the current world connected. Deepfence raised 9.5 million dollars in Series A financing led by AllegisCyber, with participation from Bright Pixel, and existing investor Chiratae Ventures.
Weaveworks is a US company that helps teams to adopt cloud native computing, managing cloud native infrastructure and applications quickly, reliably and at scale. Weaveworks raised a 36.65 million dollars Series C funding round led by some of the world's leading public cloud and telecommunications companies, including first-time investors Amazon Web Services (AWS), Ericsson, Orange Ventures, Bright Pixel and Telekom Investment Pool (TIP). The round also included follow-on investments from Accel, GV, and Redline Capital.
Sellforte, based in Helsinki, Finland, is a SaaS platform for Retailers, Brands and Telcos, which uses proprietary data science and AI to measure the effectiveness of online and offline marketing investments.
Portainer.io, based in New Zealand, is one of the most popular container management platforms globally. Portainer's universal tool unleashes the power of containerized applications for everyone.
Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables seamless global commerce at scale by connecting the world's businesses with more than 100+ mobile wallets, local and alternative paument methods. Citcon raised 30 million dollars in Series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.
Safebreach, pioneer in the Breach and Attack Simulation (BAS) market, is the world's most widely used continuous security validation platform. The patented platform automatically and safely executes thousands of attack methods to validate network, endpoint, cloud, container and email security controls against its Hacker's Playbook™, the world's largest collection of attack data broken down bu methods, tactics and threat actors. SafeBreach raised 53.5 million dollars in Series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.
Experify, is the first platform to enable a truly authentic product review experience by connecting prospective buyers with purchasers. Experify raised 4 million dollars seed round, led by Vertex Ventures US, with the participation of Bright Pixel and the Berkeley SkyDeck Fund.
Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensively collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a 12 million euros funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.
Público, a reference Portuguese speaking news organization focused on a digital strategy that combines quality of journalism with an innovative and digital image, continued to reinforce its digital presence and the value of its brand in the advertising market. During the first months of the year, besides the leader position on the daily Portuguese newspapers, Público achieved the leadership position on the digital subscription market. The positive performance of online subscriptions, newspaper and advertising sales, translated into an overall 10.2% revenue increase, when compared to 1H21.
| 2Q21R | 2022 | $\triangle$ 22/21 | 1Q22 R | q.o.q. | 1H21 R | 1H22 | $\triangle$ 22/21 |
|---|---|---|---|---|---|---|---|
| 4.4 | 5.0 | 15.6% | 3.7 | 36.4% | 7.9 | 8.7 | 10.6% |
| 2.5 | 3.3 | 31.6% | 2.2 | 54.4% | 4.5 | 5.5 | 22.2% |
| 1.8 | 1.7 | $-6.9%$ | 1.5 | 10.7% | 3.4 | 3.2 | $-4.8%$ |
| 0.3 | $-10.0%$ | 0.2 | 47.9% | 0.5 | $-6.9%$ | ||
| 7.5 | 22.9% | 28.9% | $11.1\,$ | 13.4 | 20.5% | ||
| 3.2 | 3.9 | 20.4% | 3.3 | 16.7% | 6.0 | 7.2 | 20.0% |
| 0.6 | 1.0 | 68.3% | 0.4 | 147.0% | 1.0 | 1.4 | 44.4% |
| 2.3 | 2.6 | 14.7% | 2.1 | 25.3% | 4.1 | 4.8 | 15.4% |
| 18.2 | 20.7 | 13.8% | 9.5 | 118.5% | 22.7 | 30.1 | 32.6% |
| $-1.4$ | $-2.2$ | $-53.2%$ | $-1.9$ | $-12.7%$ | $-2.7$ | $-4.1$ | $-55.2%$ |
| 10.8 | 14.5 | 34.4% | 3.3 | 10.8 | 17.8 | 65.1% | |
| 10.7 | 9.6 | $-9.8%$ | 8.9 | 8.4% | 17.6 | 18.5 | 5.3% |
| $-1.9$ | $-1.3$ | 32.1% | $-0.8$ | $-63.1%$ | $-3.0$ | $-2.0$ | 31.3% |
| $-33.0%$ | $-43.7%$ | $-10.7$ pp | $-52.8%$ | 9.2 pp | $-33.9%$ | $-47.5%$ | $-13.7$ pp |
| 0.4 | 0.5 | 21.9% | 0.5 | $-2.8%$ | 0.8 | 0.9 | 14.8% |
| 17.8 | 20.2 | 13.6% | 9.0 | 124.9% | 21.9 | 29.2 | 33.3% |
| 0.5 | 1.9 | 0.6 | 0.9 | 2.5 | 180.9% | ||
| $-0.2$ | 2.0 | 0.7 | 169.6% | 0.4 | 2.7 | ||
| $-0.6$ | 0.1 | 0.2 | $-51.7%$ | $-0.5$ | 0.2 | ||
| 18.3 | 22.1 | 21.1% | 9.6 | 131.2% | 22.8 | 31.7 | 38.9% |
| $-3.0$ | $-3.9$ | $-30.8%$ | $-0.1$ | $-2.7$ | $-4.0$ | $-47.3%$ | |
| 15.3 | 18.2 | 19.2% | 9.5 | 91.8% | 20.1 | 27.7 | 37.8% |
| 13.6 | 8.6 | $-36.6%$ | 11.1 | $-22.5%$ | 19.0 | 19.7 | 3.6% |
| 28.8 | 26.8 | $-7.0%$ | 20.6 | 30.2% | 39.1 | 47.4 | 21.2% |
| 29.4 | 27.2 | $-7.3%$ | 20.9 | 30.5% | 39.9 | 48.1 | 20.3% |
| $-0.6$ | $-0.4$ | 17.6% | |||||
| 0.3 6.1 |
5.8 | 0.6 | $-0.3$ $-0.7$ 22.9% $-51.6%$ $-0.9$ |
H- Hestatedactording with introductory inotes
(1) Commercial Costs = COGS + Mktg & SalesCosts;
(2) Includes the businesses fully consolidated by Sonaecom;
(3) Includes the 50% holding in Unipress, the 50% holding in SIRS,
| CONSOLIDATED BALANCE SHEET | 2021R | 2022 | $\triangle$ 22/21 | 1022 R | q.o.q. | 1H21 R | 1H22 | $\triangle$ 22/21 |
|---|---|---|---|---|---|---|---|---|
| Total Net Assets | 1231.9 | 1309.8 | 6.3% | 1338.0 | $-2.1%$ | 1231.9 | 1309.8 | 6.3% |
| Non Current Assets | 955.9 | 985.8 | 3.1% | 985.5 | 0.0% | 955.9 | 985.8 | 3.1% |
| Tangible and Intangible Assets and Rights of Use | 18.0 | 7.2 | $-60.1%$ | 18.6 | $-61.5%$ | 18.0 | 7.2 | $-60.1%$ |
| Goodwill | 14.5 | 1.2 | $-92.0%$ | 14.5 | $-92.0%$ | 14.5 | 1.2 | $-92.0%$ |
| Investments | 900.6 | 958.8 | 6.5% | 930.6 | 3.0% | 900.6 | 958.8 | 6.5% |
| Deferred Tax Assets | 16.3 | 11.9 | $-26.7%$ | 15.8 | $-24.5%$ | 16.3 | 11.9 | $-26.7%$ |
| Others | 6.6 | 6.7 | 1.8% | 5.9 | 13.2% | 6.6 | 6.7 | 1.8% |
| Current Assets | 256.0 | 265.0 | 3.5% | 352.5 | $-24.8%$ | 256.0 | 265.0 | 3.5% |
| Trade Receivables | 11.1 | 3.2 | $-71.5%$ | 12.0 | $-73.7%$ | 11.1 | 3.2 | $-71.5%$ |
| Liquiditu | 221.7 | 229.2 | 3.4% | 309.5 | $-25.9%$ | 221.7 | 229.2 | 3.4% |
| Others | 23.2 | 32.7 | 40.8% | 31.0 | 5.4% | 23.2 | 32.7 | 40.8% |
| Assets held for sale | 20.0 | 59.1 | 195.7% | 20.0 | 59.1 | 195.7% | ||
| Shareholders' Funds | 1124.1 | 1198.7 | 6.6% | 1230.2 | $-2.6%$ | 1124.1 | 1198.7 | 6.6% |
| Group Share | 1111.9 | 1191.3 | 7.1% | 1222.3 | $-2.5%$ | 1111.9 | 1191.3 | 7.1% |
| Non-Controlling Interests | 12.2 | 7.4 | $-39.4%$ | 7.9 | $-6.3%$ | 12.2 | 7.4 | $-39.4%$ |
| Total Liabilities | 107.8 | 111.1 | 3.1% | 107.8 | 3.1% | 107.8 | 111.1 | 3.1% |
| Non Current Liabilities | 42.8 | 48.0 | 12.2% | 52.9 | $-9.1%$ | 42.8 | 48.0 | 12.2% |
| Loans | 1.6 | 0.0 | $-100.0%$ | 1.0 | $-100.0\%$ | 1.6 | 0.0 | $-100.0%$ |
| Provisions | 0.7 | 0.5 | $-22.3%$ | 0.6 | $-14.4%$ | 0.7 | 0.5 | $-22.3%$ |
| Others | 40.5 | 47.5 | 17.2% | 51.2 | $-7.3%$ | 40.5 | 47.5 | 17.2% |
| Current Liabilities | 50.4 | 28.9 | $-42.7%$ | 55.0 | $-47.5%$ | 50.4 | 28.9 | $-42.7%$ |
| Loans | 2.8 | 0.0 | 3.7 | 2.8 | 0.0 | |||
| Trade Payables | 8.6 | 1.1 | $-87.5%$ | 10.4 | $-89.6%$ | 8.6 | 1.1 | $-87.5%$ |
| Others | 39.0 | 27.8 | $-28.8%$ | 40.9 | $-32.0%$ | 39.0 | 27.8 | $-28.8%$ |
| Liabilities directly associated with the assets held for sale | 14.6 | 34.2 | 135.2% | 14.6 | 34.2 | 135.2% | ||
| Operating CAPEX (1) | 0.1 | 0.3 | 0.5 | $-35.7%$ | 0.5 | 0.8 | 57.2% | |
| Operating CAPEX as % of Turnover | 2.3% | 6.5% | 4.1pp | 13.7% | $-7.3$ pp | 6.7% | 9.5% | 2.8 pp |
| Total CAPEX | 1.9 | 18.2 | 8.9 | 104.3% | 5.2 | 27.1 | ||
| Underlying EBITDA - Operating CAPEX | $-1.5$ | $-2.5$ | $-64.2%$ | $-2.5$ | $-2.7%$ | $-3.2$ | $-5.0$ | $-55.6%$ |
| Gross Debt | 17.4 | 7.2 | $-58.7%$ | 17.0 | $-57.8%$ | 17.4 | 7.2 | $-58.7%$ |
| Net Debt | $-204.3$ | $-222.0$ | $-8.7%$ | $-292.4$ | 24.1% | $-204.3$ | $-222.0$ | $-8.7%$ |
R - Restatedaccording with introductory note;
(1) Operating CAPEX excludesFinancial Investments.
| LEVERED FREE CASH FLOW | 2021R | 2022 | $\triangle$ 22/21 | 1022 R | q.o.q. | 1H21 R | 1H22 | $\triangle$ 22/21 |
|---|---|---|---|---|---|---|---|---|
| Underlying EBITDA-Operating CAPEX | $-1.5$ | -2.5 | $-64.2%$ | $-2.5$ | $-2.7%$ | $-3.2$ | $-5.0$ | $-55.6%$ |
| Change in WC | 6.9 | 7.4 | 6.7% | 15.7 | $-53.0%$ | 5.4 | 23.1 | $\sim$ |
| Non Cash Items & Other | $-2.6$ | $-2.0$ | 22.8% | $-15.7$ | 87.1% | $-2.6$ | $-17.7$ | |
| Operating Cash Flow | 2.8 | 2.8 | 2.7% | $-2.4$ | $-0.3$ | 04 | ||
| Investments | 34.3 | $-12.4$ | 24.9 | 31.5 | 12.5 | $-60.2%$ | ||
| Financial results | 1.6 | $-0.9$ | 3.8 | ۰ | 2.0 | 2.8 | 44.9% | |
| Income taxes | $-6.4$ | $-4.7$ | 26.6% | $-4.5$ | $-4.4%$ | $-6.0$ | $-9.1$ | $-52.6%$ |
| $FCF^{(1)}$ | 32.3 | $-15.1$ | $\overline{\phantom{0}}$ | 21.8 | 27.1 | 6.6 | $-75.5%$ |
R - Restatedaccording with introductory note;
R - Restatedaccording with introductory note;
(1) FCF Levered after Financial Expenses but before CapitalFlows and Financing related up-front Costs.
In compliance with the Article 9º, Paragraph 1, subparagraph c) of the Securities and Exchange Commission Regulation nº 05/2008, and according to the notifications received by the Company, the qualified shareholdings repre Sonaecom, SGPS, S.A., indicating the number of shares held and the percentage of voting rights, calculated in accordance with article 20 of the Portuguese Securities Code, on 30 June 2022, are described as follows:
| Shareholder | Number of shares | % of Share capital | % Share capital and voting rights* |
% of exercisable voting rights** |
|---|---|---|---|---|
| Efanor Investimentos, SGPS, S.A. (1) | 275,086,083 | 88.36% | 88.36% | 89.97% |
| Sontel BV (company controlled by Sonae SGPS) | 194,063,119 | 62.33% | 62.33% | 63.47% |
| Sonae - SGPS, S.A. (company controlled by Efanor SGPS, S.A) | 81.022.964 | 26.02% | 26.02% | 26.50% |
| Discerene Group LP | 8.694.396 | 2.79% | 2.79% | 2.84% |
(1) Sonaecom SGPS, S.A. is a company indirectly controlled by Efanor Investimentos SGPS, SA ('Efanor'), as Efanor indirectly controls Sonae SGPS, SA and Sontel BV. With effects as from 29th November 2017, Efanor ceased to have a controlling shareholder, under the terms of articles 20º and 21º of the Portuguese Securities Code.
* Voting rights calculated based on the Company's share capital with voting rights, as per subparagraph b) of paragraph 3 of article 16 of the Portuguese Securities Code ** Voting rights calculated based on the Company's share capital with voting rights that are not subject to suspension of exercise
In compliance with Article 246º, Paragraph 1, subparagraph c) of the Portuguese Securities Code, the signatories individually declare
that, to their knowledge, the Condensed Financial Statements and the mid-term Management were prepared meeting the standards of the applicable, giving a truthful (fairly) and appropriate image, in all material respects, of the
assets and liabilities, financial position and the results of the issuer and that th business evolution and position of the issuer and of the companies included in the consolidation perimeter for the first six months of 2022 and contains a description of the major risks and uncertainties with which they are confronted.
The Board of Directors,
Ângelo Gabriel Ribeirinho dos Santos Paupério
Maria Cláudia Teixeira de Azevedo
João Pedro Magalhães da Silva Torres Dolores
Eduardo Humberto dos Santos Piedade
Cristina Maria de Araújo Freitas Novais
For periods ended on 30 June 2022 and 31 December 2021
| (Amounts expressed in Euro) | Notes | June 2022 (not audited) |
December 2021 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 839,764 | 1,914,103 | |
| Intangible assets | 2,570,842 | 7,409,063 | |
| Right of use | 3,762,006 | 9,149,777 | |
| Goodwill | 1,165,721 | 14,520,952 | |
| Investments in joint ventures and associated companies | 6 | 753,777,775 | 767,681,204 |
| Financial assets at fair value through other comprehensive income | 7 | 8,107,561 | 7,998,756 |
| Financial assets at fair value through profit or loss | 8 | 196,874,986 | 158,924,575 |
| Deferred tax assets | 11,942,040 | 15,954,811 | |
| Other non-current assets | 6,709,725 | 7,132,346 | |
| Total non-current assets | 985,750,420 | 990,685,587 | |
| Current assets | |||
| Inventories | 315,908 | 229,658 | |
| Trade receivables | 3,159,034 | 14,484,834 | |
| Other receivables | 28,165,981 | 7,673,126 | |
| Income tax assets | 3,055,457 | 1,500,778 | |
| Other current assets | 1,119,769 | 12,952,648 | |
| Cash and cash equivalents | 229,201,548 | 289,333,311 | |
| Total current assets | 265,017,697 | 326,174,355 | |
| Assets held for sale | 9 | 59,060,316 | - |
| Total assets | 1,309,828,433 | 1,316,859,942 | |
| Shareholders' funds and liabilities | |||
| Shareholders' funds | |||
| Share capital | 230,391,627 | 230,391,627 | |
| Own shares | (7,686,952) | (7,686,952) | |
| Reserves and retained earnings | 920,531,581 | 852,439,043 | |
| Consolidated net income/(loss) for the period | 48,071,368 | 120,725,659 | |
| 1,191,307,624 | 1,195,869,377 | ||
| Non-controlling interests | 7,398,231 | 10,945,381 | |
| 1,198,705,855 | 1,206,814,758 | ||
| Liabilities | |||
| Non-current liabilities | |||
| Loans | - | 1,277,194 | |
| Lease liabilities | 5,615,865 | 9,579,107 | |
| Provisions | 536,639 | 554,386 | |
| Deferred tax liabilities | 41,437,478 | 44,742,126 | |
| Other non-current liabilities | 432,748 | 543,792 | |
| Total non-current liabilities | 48,022,730 | 56,696,605 | |
| Current liabilities | |||
| Loans | 2,977,614 | ||
| - 1,075,134 |
12,065,852 | ||
| Trade payables | |||
| Lease liabilities | 1,576,414 | 3,209,810 | |
| Other payables Income tax liabilties |
18,526,701 | 11,634,825 | |
| - | 4,781 | ||
| Other current liabilities | 7,700,640 | 23,455,697 | |
| Total current liabilities | 28,878,889 | 53,348,579 | |
| Liabilities directly associated with the assets held for sale | 34,220,959 | - | |
| Total Liabilities | 111,122,578 | 110,045,184 | |
| 1,309,828,433 | 1,316,859,942 |
The notes are an integral part of the condensed consolidated financial statements.
| (Amounts expressed in Euro) | Notes | June 2022 (not audited) |
June 2021 (not audited and restated) |
|---|---|---|---|
| Sales | 10 | 3,208,810 | 3,371,534 |
| Services rendering | 10 | 5,510,701 | 4,509,720 |
| Other income | 525,246 | 564,207 | |
| 9,244,757 | 8,445,461 | ||
| Cost of sales | (502,228) | (570,407) | |
| External supplies and services | (5,270,675) | (4,300,196) | |
| Employee benefits expense | (7,125,805) | (7,565,779) | |
| Amortisation and depreciation | (934,544) | (813,788) | |
| Provisions | (237,763) | (133,292) | |
| Other expenses | (159,688) | (94,992) | |
| (14,230,703) | (13,478,454) | ||
| Gains and losses in joint ventures and associated companies | 6 | 16,128,072 | 41,265,897 |
| Gains and losses on assets at fair value through profit or loss | 8 | 41,297,761 | 13,499,571 |
| Financial expenses | (153,504) | (240,439) | |
| Financial income | 2,618,900 | 1,117,985 | |
| Current income / (loss) | 54,905,283 | 50,610,021 | |
| Income taxation | (5,525,418) | (8,585,310) | |
| Consolidated net income/(loss) for the period of continued operations | 49,379,865 | 42,024,711 | |
| Consolidated net income/(loss) for the period of discontinued operations | (2,028,024) | (2,953,327) | |
| Consolidated net income/(loss) for the period | 47,351,841 | 39,071,384 | |
| Attributed to: | |||
| Shareholders of parent company | 48,071,368 | 39,945,124 | |
| Non-controlling interests | (164,174) | (77,761) | |
| Non-controlling interests (discontinued operations) | (555,353) | (795,979) | |
| Earnings per share | |||
| Including discontinued operations | |||
| Basic | 0.16 | 0.13 | |
| Diluted | 0.16 | 0.13 | |
| Excluding discontinued operations | |||
| Basic | 0.16 | 0.14 | |
| Diluted | 0.16 | 0.14 |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
| (Amounts expressed in Euro) | Notes | June 2022 (not audited) |
June 2021 (not audited) |
|---|---|---|---|
| Consolidated net income / (loss) for the period | 47,351,841 | 39,071,384 | |
| Components of other consolidated comprehensive income, net of tax, that will be reclassified | |||
| subsequently to profit or loss: | |||
| Changes in reserves resulting from the application of equity method | 6 | 5,206,274 | 445,428 |
| Changes in currency translation reserve and other | (1,995) | (66,414) | |
| Components of other consolidated comprehensive income, net of tax, that will not be reclassified | |||
| subsequently to profit or loss: | |||
| Changes in reserves resulting from the application of equity method | 6 | (1,463,329) | (419,547) |
| Changes in fair value of financial assests at fair value through other comprehensive income net of taxes | 7 | 122,339 | 193,272 |
| Other consolidated net income / (loss) for the period | 3,863,289 | 152,739 | |
| Consolidated comprehensive income for the period | 51,215,130 | 39,224,123 | |
| Attributed to: | |||
| Shareholders of parent company | 51,935,120 | 40,090,766 | |
| Non-controlling interests | (719,990) | (866,643) |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
For periods of 6 months ended on 30 June 2022 and 2021
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | Share premium | Legal reserves | Reserves of own shares |
Other reserves | Total reserves | Non-controlling interests |
Net income / (loss) |
Total |
| 2022 | ||||||||||
| Balance on 31 December 2021 | 230,391,627 | (7,686,952) | 775,290,377 | 20,837,737 | 7,686,952 | 48,623,977 | 852,439,043 | 10,945,381 | 120,725,659 | 1,206,814,758 |
| Appropriation of the consolidated net result of 2021 | ||||||||||
| Transfers to other reserves | - | - | - | 2,327,148 | - | 118,398,511 | 120,725,659 | - | (120,725,659) | - |
| Dividend Distribution | - | - | - | - | - | (59,319,190) | (59,319,190) | - | - | (59,319,190) |
| Percentage change in subsidiaries | - | - | - | - | - | 2,764,260 | 2,764,260 | (2,764,260) | - | - |
| Consolidated comprehensive income for the period ended on 30 June 2022 | - | - | - | - | - | 3,863,752 | 3,863,752 | (719,990) | 48,071,368 | 51,215,130 |
| Other changes | - | - | - | - | - | 58,057 | 58,057 | (62,900) | - | (4,843) |
| Balance on 30 June 2022 | 230,391,627 | (7,686,952) | 775,290,377 | 23,164,885 | 7,686,952 | 114,389,367 | 920,531,581 | 7,398,231 | 48,071,368 | 1,198,705,855 |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | Share premium | Legal reserves | Reserves of own shares |
Other reserves | Total reserves | Non-controlling interests |
Net income / (loss) |
Total |
| 2021 | ||||||||||
| Balance on 31 December 2020 | 230,391,627 | (7,686,952) | 775,290,377 | 20,683,925 | 7,686,952 | 14,928,257 | 818,589,511 | 13,080,206 | 60,125,890 | 1,114,500,282 |
| Appropriation of the consolidated net result of 2020 | ||||||||||
| Transfers to other reserves | - | - | - | 153,812 | - | 59,972,078 | 60,125,890 | - | (60,125,890) | - |
| Dividend Distribution | - | - | - | - | - | (29,659,595) | (29,659,595) | - | - | (29,659,595) |
| Consolidated comprehensive income for the period ended on 30 June 2021 | - | - | - | - | - | 145,642 | 145,642 | (866,643) | 39,945,124 | 39,224,123 |
| Other changes | - | - | - | - | - | 14,941 | 14,941 | (97) | - | 14,844 |
| Balance on 30 June 2021 | 230,391,627 | (7,686,952) | 775,290,377 | 20,837,737 | 7,686,952 | 45,401,323 | 849,216,389 | 12,213,466 | 39,945,124 | 1,124,079,654 |
The notes are an integral part of the condensed consolidated financial statements.
| (Amounts expressed in Euro) | June 2022 (not audited) |
June 2021 (not audited) |
||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debtors | 37,774,768 | 59,714,251 | ||
| Payments to trade creditors | (20,940,326) | (36,761,798) | ||
| Payments to employees | (25,583,468) | (26,582,492) | ||
| Cash flows generated by operations | (8,749,026) | (3,630,039) | ||
| Payments / receipts relating to income taxes | (461,622) | (149,890) | ||
| Other receipts / payments relating to operating activities | 1,703,837 | (3,463,333) | ||
| Cash flows from operating activities (1) | (7,506,811) | (7,243,262) | ||
| Investing activities | ||||
| Receipts from: | ||||
| Financial investmens | 6,105,767 | 36,417,920 | ||
| Tangible assets | 17,144 | 25,289 | ||
| Dividends | 12 | 50 | ||
| Interest and similar income | 609,318 | 290,759 | ||
| Other | 33,899,479 | 918,548 | ||
| Payments for: | ||||
| Financial investments | (26,180,432) | (3,256,335) | ||
| Tangible assets | (308,565) | (285,037) | ||
| Intangible assets | (456,114) | (220,576) | ||
| Cash flows from investing activities (2) | 13,686,609 | 33,890,618 | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | 801,225 | 1,359,950 | ||
| Payments for: | ||||
| Leasing | (1,850,325) | (1,882,938) | ||
| Interest and similar expenses | (145,228) | (22,420) | ||
| Dividends | (59,319,190) | (29,659,595) | ||
| Loans obtained | (663,301) | (678,710) | ||
| Cash flows from financing activities (3) | (61,176,819) | (30,883,713) | ||
| Net cash flows (4)=(1)+(2)+(3) | (54,997,021) | (4,236,357) | ||
| Effect of the foreign exchanges | (574) | 9,887 | ||
| Effect of the assets and liabilities held for sale (Note 9) | (5,134,168) | (7,789,491) | ||
| Cash and cash equivalents at the beginning of the period | 289,333,311 | 233,707,494 | ||
| Cash and cash equivalents at the end of the period | 229,201,548 | 221,691,533 |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
1988, under the name Sonae Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia Portugal. It is the parent company of the Group of companies listed in note 4 and 5
On 1June 2000, the company was admitted to trading on Euronext Lisbon, however, with effect from 24 February 2014, it was excluded from the PSI-20.
Sonaecom SGPS, S.A. is owned directly by Sontel BV and Sonae SGPS, SA and Efanor Investimentos SGPS, S.A. is the ultimate controlling company.
In addition to the holding activity, the Group's businesses essentially consist of media and technology activities. The Group operates in Portugal and has subsidiaries from the information systems consultancy segment operating in about 4 countries.
The condensed consolidated financial statements are presented in euros, rounded to the unit, except when were referred, being the Group's main currency. Foreign currency transactions are translated into the functional currency of each entity at the exchange rate on the date of the transaction. The financial statements of subsidiaries with another currency have been converted into euros using the average exchange rates at the reporting date.
The condensed consolidated financial statements for the period ended on 30 June 2022, were prepared in accordance with IAS 34 - Interim Financial Reporting. Consequently, these financial statements do not include all the information required by the International Financial Reporting Standards ('IFRS'), so they should be read with the consolidated financial statements for the year end on 31 December 2021. The accounting policies and measurement criteria, adopted by the Group on 30 June 2022 are consistent with those used in the preparation of 31 December 2021 financial statements, except for the calculation of tax on the period, in accordance with IAS 34.
The condensed consolidated financial statements of Sonaecom Group were prepared on the assumption of continuity of operations, based on the books and accounting records of the companies included in the consolidation, which were prepared in accordance with the International Financial Reporting Standards ('IFRS') as adopted and effective in the European Union and, based on historical cost, except for the revaluation of certain financial instruments.
During the period there were no changes in accounting policies, except for the adoption of new standards whose application became effective on 1 January 2022 which had no material impact on the Group's condensed financial statements.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union, and have mandatory application to the financial periods beginning on or after 1 January 2022 and were first adopted in the period ended on 30 June 2022:
Amendment to IAS 16 Proceeds before intended use: This amendment changes the accounting treatment of the proceeds obtained from the sale of products that resulted from the production test phase of property, plant and equipment, prohibiting their deduction to the acquisition cost of assets.
Amendment to IAS 37 Onerous Contracts Cost of Fulfilling a Contract: This amendment specifies that when assessing whether a contract is onerous or not. Only expenses directly related to the performance of the contract can be considered.
The Group concluded that the application of these standards didn´t produce materially relevant impacts on financial statements.
The following standards, interpretations, amendments and revisions, with mandatory application in future financial periods, have, until 30 June 2022, been approved ('endorsed') by the European Union:
The Group did not apply any of these standards in early application in the financial statements for the year ended on 30 June 2022.
The following standards, interpretations, amendments and revisions were not, until 30 June 2022, approved ('endorsed') by the European Union:
To ensure the comparability of the financial statements, the condensed consolidated financial statements for the period ended on 30 June 2021 were restated by the effects described below:
In the period ended on 30 June 2022, following the agreement signed with Thales Europe, S.A. for the sale of the entire share capital and voting rights of Maxive Cybersecurity, SGPS, S.A., announced on 17 May, Maxive (72.03% held by Bright Pixel, 10.68% by Nexthold, S.L., 7.88% by Pragmail Conseil, S.A. and 7.88% by Vincens, S.A.), was considered a discontinued operating unit.
According to IFRS 5, the 2022 assets and liabilities of Maxive and subsidiaries were classified as held for sale. In the Consolidated Income Statements by nature, the net income/(loss) for the period ended on 30 June 2021 has been classified as 'Net income/(loss) for the period of discontinued operations and the comparative period was restated to reflect a single item, on the face of the income statement, the after-tax profit or loss of discontinued operations.
The impacts of restating the consolidated accounts in accordance with the changes described above for the period ended on 30 June 2021 can be summarised as follows:
| (Amounts expressed in Euro) | June 21 (reported) |
Restatement of Maxive's contribution to discontinued units |
June 21 (restated) |
|---|---|---|---|
| INCOME STATEMENT | |||
| Total Revenues | 36,807,422 | (28,361,961) | 8,445,461 |
| Cost of sales | (6,713,916) | 6,143,509 | (570,407) |
| External supplies and services | (10,593,402) | 6,293,206 | (4,300,196) |
| Employee benefits expense | (22,631,081) | 15,065,302 | (7,565,779) |
| Depreciation and amortisation | (3,719,464) | 2,905,676 | (813,788) |
| Provisions | (133,292) | - | (133,292) |
| Impairment losses | (107,926) | 107,926 | - |
| Other expenses | (474,406) | 379,414 | (94,992) |
| Financial expenses | (866,068) | 625,629 | (240,439) |
| Financial income | 1,103,485 | 14,500 | 1,117,985 |
| Gains and losses in joint ventures and associated companies (note 6) | 41,265,897 | - | 41,265,897 |
| Gains and losses on assets at fair value through profit or loss (note 8) | 13,499,571 | - | 13,499,571 |
| Income taxation | (8,234,617) | (350,693) | (8,585,310) |
| Consolidated net income/(loss) for the period of continued operations | 39,202,203 | 2,822,508 | 42,024,711 |
| Consolidated net income/(loss) for the period of discontinued operations | (130,819) | (2,822,508) | (2,953,327) |
| Non-controlling interests | (841,035) | 763,274 | (77,761) |
| Non-controlling interests (discontinued operations) | (32,705) | (763,274) | (795,979) |
Group companies included in the consolidation through full consolidation method, their head offices, main activities, shareholders and percentage of share capital held on 30 June 2022 and 2021, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Parent company | |||||||
| Subsidiaries | Maia | Management of shareholdings. | - | - | - | - | - |
| Bright Developement Studio, S.A. ('Bright') | Lisbon | Research, development and commercialization of projects and service solutions in the area of information technology, communications and retail, and consulting activities for business and management. |
Bright Pixel | 100% | 100% | 100% | 100% |
| Bright Ventures Capital, SCR, S.A. (Bright VC) | Lisbon | Realization of investment in venture capital, management of venture capital funds and investment in venture capital fund units. |
Bright | 100% | 100% | 100% | 100% |
| Maia | Development of management platforms and commercialisation of products, services and information, with the internet as its main support. Bright Pixel |
Alienated | 75% | 75% | |||
| Excellium Group, S.A. ('Excellium') (b) | Contern | Excellium assist enterprises to perform business and risk assessments, define security policies and procedures, respond to security incidents and deliver computer forensics services. |
Maxive | 100% | 72.03% | 59.20% | 59.20% |
| Excellium Services, S.A. ('Excellium Services') | Contern | Provide services within the IT and cibersecurity domain mainly to Luxembourgish institutions, banks and insurance companies. |
Excellium | 100% | 72.03% | 100% | 59.20% |
| Excellium Services Belgium, S.A. ('Excellium Services Belgium') | Wavre | Provide services within the IT and cibersecurity domain mainly to Belgium institutions, banks and insurance companies. |
Excellium | 100% | 72.03% | 100% | 59.20% |
| Excellium Factory SARL ('Excellium Factory') (c) | Raouad-Ariana Vehicle for the Excellium product development in Africa. | Excellium | Liquidated | Liquidated | |||
| Inovretail, S.A. | Oporto | Industry and trade of electronic equipment and software; development, installation, implementation, training and maintenance of systems and software products; rental equipment, sale of software use license; consulting business, advisory in retail segments, industry and services. |
Bright Pixel | 100% | 100% | 100% | 100% |
| Inovretail España, SL ('Inovretail España') | Madrid | Industry and trade of electronic equipment and software; development, installation, implementation, training and maintenance of systems and software products; rental equipment, sale of software use license; consulting business, advisory in retail segments, industry and services. |
Inovretail | 100% | 100% | 100% | 100% |
| Fundo Bright Vector I ('Bright Vector I') (d) | Lisbon | Venture Capital Fund | Bright Pixel | 50.13% | 50.13% | 50.13% | 50.13% |
| Fundo Bright Tech Innovation I - ('Bright Tech Innovation I') (d) | Maia | Venture Capital Fund | Sonaecom Bright Pixel Bright PCJ Sonaecom SP |
10% 10% 10% 10% 10% |
50% | 10% 10% 10% 10% 10% |
50% |
| Maxive- Cybersecutiry, SGPS.S.A ('Maxive') (b) | Maia | Management of shareholdings. | Bright Pixel | 72.03% | 72.03% | 100% | 100% |
| Mxtel, S.A. de CV (Mxtel) (e) | Mexico City | Rendering of engineering and IT consulting services specializing in information security and management of telecommunications services. S21 Sec Gestion |
Liquidated | 100% | 80.90% | ||
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') | Maia | Editing, composition and publication of periodical and non-periodical material and the exploration of radio and TV stations and studios. |
Sonaecom | 100% | 100% | 100% | 100% |
| Berkshire | Rendering of consultancy services in the area of information systems. | Bright Pixel | 100% | 100% | 100% | 100% | |
| Oporto | Editing, composition and publication of periodical and non-periodical material. |
Sonaecom | 100% | 100% | 100% | 100% | |
| S21Sec Portugal Cybersecurity Services, S.A.('S21 Sec Portugal') | Maia | Commercialization of products and management services, implementation and consulting in information systems and technologies areas. |
S21 Sec Gestion | 100% | 72.03% | 100% | 80.90% |
| Grupo S21Sec Gestión, S.A.U. ('S21 Sec Gestion') (b) | Guipuzcoa | Consulting, advisory, audit and maintenance of all types of facilities and advanced communications services and security systems. Purchase and installation of advanced communications and security systems produced by others. |
Maxive | 100% | 72.03% | 80.90% | 80.90% |
| S21Sec Information Security Labs, S.L.U. ('S21 Sec Labs') | Navarra | Research, development and innovation, as well as consulting, maintenance and audit for products, systems, facilities and communication and security services. |
S21 Sec Gestion | 100% | 72.03% | 100% | 80.90% |
* Sonaecom effective participation
(a) On 16 July 2021, Bright Pixel sold the entire share capital and voting right of Digitmarket;
(b) In February 2022, a Corporate Reorganization was carried out, with Maxive now holding the entire share capital of S21 Gestion and Excellium. With thies restructuring, Maxive is also owned by the minority shareholders of S21 Gestion and Excellium;
(c) In June 2021, the liquidation process of subsidiary Excellium Factory was completed;
(d) The venture capital funds Fundo Bright Vector I and Fundo Bright Tech Innovation I have Bright Ventures Capital SCR as their management company, which performs their operational management.
(e) In December 2021, the liquidation process of subsidiary Mxtel was completed.
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| S21 Sec, S.A. de CV ('S21 Sec, S.A. de CV') (f) | Mexico City | Computer consulting services | S21 Sec Gestion S21 Sec Labs |
Alienated | 99.9996% 0.0004% |
80.90% | |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') | Maia | Support, management consulting and administration, particularly in the areas of accounting, taxation, administrative procedures, logistics, human resources and training. |
Sonaecom | 100% | 100% | 100% | 100% |
| Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% | |
| * Sonaecom effective participation |
(f) On 31 December 2021, S21 Sec Gestion and S21Sec Labs sold the entire share capital and voting rights of S21 Sec, S.A. de CV.
All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IFRS 10
During the periods ended on 30 June 2022 and 2021, the following changes occurred in the composition of the Group:
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2022 | ||
| Bright Pixel | Experify Inc. ('Experify') (note 8) | Jan-22 |
| Bright Pixel | Hackuity SAS ('Hackuity') (note 8) | Feb-22 |
| Bright Pixel | Cybersixgill Ltd ('Sixgill') (note 8) - increase | Mar-22 |
| Bright Pixel | Sales Layer SL ('Sales Layer') (note 8) - increase | May-22 |
| Bright Pixel | Portainer.io Limited ('Portainer.io') (note 8) - increase | May-22 |
| Bright Tech Innovation I | Reckon.AI, S.A. ('Reckon.AI') (note 8) - increase | May-22 |
| Bright Pixel | Mayan Group. Inc ('Mayan') (note 8) | Jun-22 |
| Bright Tech Innovation I | Qamine Portugal, S.A. ('Codacy Group') (note 8) | Jun-22 |
| Bright VC | Codacy, S.A. ('Codacy Group') (note 8) | Jun-22 |
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2021 | ||
| Bright Vector I | Automaise, SA ('Automaise') (note 8) - increase | Jan-21 |
| Bright Pixel | Sellforte Solutions Oy (´Sellforte´) (note 8) | Feb-21 |
| Bright Pixel | Aryaka Networks (´Aryaka´) (note 8) | Apr-21 |
| Bright Pixel | Portainer.io Limited (´Portainer´) (note 8) | Apr-21 |
The acquisitions described above refer to financial assets held at fair value.
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2022 | ||
| Excellium | Suricate Solutions (note 9) | Mar-22 |
| Excellium | Alfaros (note 9) | Mar-22 |
| Bright Pixel | CiValue Systems Ltd. ('ciValue') (note 8)* | Mar-22 |
| Bright | Beamy SAS ('Beamy') (note 8)* | Apr-22 |
| Bright Pixel | Cellwize Wireless Technologies Ltd. ('Cellwize') (note 8)* | Jun-22 |
* Financial assets held at fair value
| Shareholder Subsidiary |
Date | |
|---|---|---|
| 2021 | ||
| Bright Pixel | Secucloud GmbH | Apr-21 |
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2021 | ||
| Excellium | Excellium Factory SARL ('Excellium Factory') | Jun-21 |
The associated companies and the joint ventures, their head offices, percentage of ownership and value in profit and loss statement on 30 June 2022 and 2021 are as follows:
| Percentage of ownership | Value in profit and loss statement | |||||
|---|---|---|---|---|---|---|
| 30 June 2022 | 30 June 2021 | 30 June 2021 | ||||
| Head Office | Direct | Total | Direct | Total | ||
| Oporto | 50.00% | 50.00% | 18,518,474 | 17,599,433 | ||
| Vila Nova de Gaia | 50.00% | 50.00% | 18,828 | (24,964) | ||
| Oporto | 50.00% | 50.00% | (22,901) | (19,771) | ||
| Lisboa | 44.33% | 44.33% | (3,867,852) | 733,883 | ||
| 20,028,537 | ||||||
| Lisboa | 38.25% | 38.25% | 69,378 | 2,875,094 | ||
| Hamburg | - | 70,511 | ||||
| Lisbon | 16.43% | 16.43% | (31,976) | 3,174 | ||
| 16,128,072 | 41,265,897 | |||||
| Lisboa | 45.52% | 45.52% Alienated |
50.00% 50.00% 50.00% 44.33% 42.80% 38.25% 27.45% 21.21% |
30 June 2022 50.00% 50.00% 50.00% 44.33% 42.80% 1,444,121 38.25% 27.45% 21.21% |
(a) Includes the incorporation of the results of the subsidiaries in proportion to the capital held.
(b) Increase of percentage related to the extinction of Participating Units of this Fund
(c) Participation sold in April 2021.
(d) Reduction in percentage related to the last investment round
In the case of investments in associates that are venture capital organizations, IAS 28 contains an option to keep these investments held by them measured at fair value. The Group made this option, applying the equity method to Armilar Funds.
In accordance with the IFRS 11, the classification of investments in joint ventures is determined based on the existence of an agreement that clearly demonstrate and regulate the joint control. On 30 June 2022, the Group held associated and joint ventures companies, as decomposed below.
The division by company of the amount included in the investments in associated companies and joint ventures on 30 June 2022 and 31 December 2021 is as follows:
| 30 June 2022 | 31 December 2021 | |||||
|---|---|---|---|---|---|---|
| Ownership value | Goodwill | Total investment | Ownership value | Goodwill | Total investment | |
| Investments in joint ventures | ||||||
| Zopt | 557,742,109 | 87,527,500 | 645,269,609 | 535,480,691 | 87,527,500 | 623,008,191 |
| Unipress | 387,356 | 321,700 | 709,056 | 368,531 | 321,700 | 690,231 |
| SIRS | 10,307 | - | 10,307 | 33,209 | - | 33,209 |
| 558,139,772 | 87,849,200 | 645,988,972 | 535,882,431 | 87,849,200 | 623,731,631 | |
| Investments in associated companies | ||||||
| Armilar II | 72,986,167 | - | 72,986,167 | 76,854,019 | - | 76,854,019 |
| Armilar III | 19,128,618 | - | 19,128,618 | 51,583,976 | - | 51,583,976 |
| Armilar I+I | 15,432,223 | - | 15,432,223 | 15,362,845 | - | 15,362,845 |
| Probe.ly | (55,373) | 297,168 | 241,795 | (188,397) | 297,168 | 108,771 |
| Suricate Solutions | - | - | - | 25,993 | - | 25,993 |
| Alfaros SARL | - | - | - | 13,969 | - | 13,969 |
| 107,491,635 | 297,168 | 107,788,803 | 143,652,405 | 297,168 | 143,949,573 | |
| Total | 695,133,741 | 92,566,110 | 753,777,775 | 679,534,836 | 88,146,368 | 767,681,204 |
In the period ended on 30 June 2022, the change in the value of the proportion of equity in Armilar III Fund is essentially related to the distribution of capital made following the sale of a stake held by that fund.
In the period ended on 30 June 2022, the change in the proportion of Probely's equity is related to a capital increase (EUR 165,000) through the conversion of a loan.
The value on the income statement related to ZOPT results from net income of NOS, the net income of ZOPT and the impact on results of the process of allocating the fair value to the assets and liabilities acquired by ZOPT.
In the period ended on 30 June 2022, it was considered that the assumptions made in the impairment tests carried out in 2021 did not have significant variations.
With regard to ZOPT's financial participations in Finstar and ZAP Media (Finstar consolidated), the Board of Directors of NOS and ZOPT is certain that the patrimony seizure to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar and ZAP Media (where she holds 70% of the capital), does not change the control profile, in this case joint control as defined in IFRS 11.
In January 2022, the Public Ministry (MP) with the National Service for the Recovery of Assets of the PGR, on behalf of the Angolan State, requested, in the Country Court of Luanda, i) the replacement of the current trustees of Finstar and ZAP companies Media (current Boards of Directors of the companies) by the Ministry of Telecommunications, Information Technologies and Social erred. We await the final decision and the developments of this decision, in order to understand the impacts on the management of the business, being is currently a conviction of the Board of Directors of NOS - based on the statements that have been made by the new trustee, o MTTICS that the activity of companies will continue to develop normally.
On 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT of the communication received from the Lisbon Central Criminal Instruction Court ('Court') to proceed in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited , controlled by Mrs. Isabel dos Santos. Under the terms of the communication, the arrested shares (134,322,268.5 shares) are deprived of the right to vote and the right to receive dividends, which must be deposited with Caixa Geral de Depósitos, S.A. (CGD) at the order of the court. The other half - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to arrest, nor the rights attached to it were subject to any limitation.
Although ZOPT has not been notified of the grounds for preventive arrest, based on the preliminary information they have, it is the understanding of the board of directors of ZOPT and SONAECOM that the measure of arrest imposed is illegitimate and offends several fundamental rights of ZOPT, no being legally liable to determine the deprivation of voting rights, not even to inhibit the holder of the arrested shares from continuing to exercise those rights, which deprivation we understand for this reason, be null and without any effect. Thereafter, ZOPT has deducted third-party embargoes.
On 12 June 2020, ZOPT was notified of the order issued by the Lisbon Central Criminal Investigation Court, which authorizes it to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the aforementioned Court order. For this reason, the Boards of Directors of ZOPT and SONAECOM consider that the conditions of control of ZOPT over NOS are met, and the measure does not have material effects on the control of this company.
Still in June 2020, the Investigating Judge rejected the thirdinability to assess and decide upon them. This decision, having been appealed by ZOPT, was revoked by the Court of Appeal already in 2021. By judgment decision on 25 November 2021, the Investigating Judge dismissed the embargoes and maintained the preventive arrest. ZOPT appealed against that decision to the Lisbon Court of Appeal. On June 2022, ZOPT was notified of the decision that dismissed the appeal, which was the subject of a nullity claim. Further developments are awaited.
On 19 August 2020, Sonaecom communicated the intention of the shareholders of ZOPT (Sonaecom, Unitel International Holdings, BV and Kento Holding Limited) to liquidate the company, maintaining Sonaecom as the reference shareholder of NOS. To date, the efforts to dissolve the ZOPT have not yet been carried out.
During 2020 and 2021, ZOPT was notified of a series of court decisions that affect ZOPT shares held by Kento and Unitel International Holdings and the respective right to receive dividends, specifically the following: (i) preventive arrest in case no. 210/20.4TELSB, of the Central Criminal Investigation Court, Single Section, which covers 32.65% of the capital of ZOPT held by Unitel International Holdings and 124,234,675 shares of ZOPT held by Kento, with deprivation the exercise of voting rights and the right to receive dividends; (ii) arrest decreed in case No. 14012/20.4T8PRT, by Judge 6 of the Central Civil Court of Póvoa de Varzim, on ZOPT shares held by Unit International Holdigs, with all the respective rights of an equity nature, including the right to receive dividends; (iii) pledge decreed in case no. 7418/21.3T8LSB, by Judge 2 of the Lisbon Enforcement Court of 124,234,675 ZOPT shares held by Kento in ZOPT's capital and dividends from these shares; (iv) arrest decreed in case no. 17561/21.3T8LSB-A, of Judge 12 of the Central Civil Court of Lisbon, on the ZOPT shares held by Kento and Unitel International Holdings and on dividends that have not yet been distributed or that may be decided upon. Regarding the pledge, identified in subparagraph (iii), ZOPT was also notified by Caixa Geral de Depósitos (CGD), as the beneficiary of the pledge of the shares held by Kento in ZOPT, stating that it has the right to exercise the rights of voting rights inherent to the Shares, and all other inherent rights, and that Kento was deprived of exercising such rights without the prior, express and written authorization of CGD. It is the understanding of the Board of Directors of ZOPT that whenever the protection of the economic value of the shares is not at stake, in the exercise of voting rights, CGD, as a pledge creditor of Kento, must act in accordance with its instructions, which means voting in the sense defined by Kento.
Despite the facts described above considering that, there has been no change in the Board of Directors of ZOPT and that decisions on the operating activity of the investee company continue to be taken in accordance with what was being done, we concluded that the profile of joint control over the ZOPT has not changed.
The evolution in provisions occurred during the first 6 months of 2022 compared to 31 December 2021 was as follows:
Annual Fee of Activity (for 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020 and 2021) as Electronic Communications Services Networks Supplier, and furthermore the refund of the amounts that meanwhile were paid within the scope of the mentioned acts of settlement was requested. Also, t of payment of the Annual Fee of Activity for 2020 and 2021.
The settlement amounts are, respectively, as follows:
During the course of the 2003 to 2022 financial years, some companies of the NOS Group were the subject of tax inspections for the 2001 to 2020 financial years. Following these inspections, NOS SGPS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications unpaid is about EUR 37 million, added interest, and charges. These settlement notes, which totally were contested, are the respective lawsuits in progress.
After the judgment was carried out, in May 2022, the court partially accepted NOS, condemning MEO to pay 7.9 million euros, a decision that has not yet become final. It is understanding of the Board of Directors, corroborated by attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM.
In March 2018, NOS was notified of a lawsuit brought by DECO against NOS, MEO and NOWO, in which a declaration of nullity of the obligation to pay the price increases imposed on customers at the end of 2016 is requested.
After the discussion and judgment sessions were held in June 2022, the conclusion of the proc allegations, which were scheduled for September 2022. The Board of Directors is convinced that the arguments used by the author are not justified, cial statements.
On 30 June 2022, accounts receivable and accounts payable include EUR 37,139,253 and EUR 43,475,093, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO Serviços de Comunicação e Multimédia, S.A. (previously named TMN Telecomunicações Móveis Nacionais, S.A.), in relation to the non-definition of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final.
On 30 June 2022 and 31 December 2021, this caption was composed as follows:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Deepfence | 2,406,850 | 2,207,300 |
| Style Sage | 2,037,760 | 1,868,807 |
| Nextail | 1,628,760 | 1,628,760 |
| Iriusrisk | 1,416,514 | 1,416,514 |
| Sensei | 405,900 | 405,900 |
| Eat Tasty | - | 259,696 |
| Others | 211,777 | 211,779 |
| 8,107,561 | 7,998,756 |
On 30 June 2022, these investments correspond to shareholdings in unlisted companies in which the Group has no significant influence.
According to IFRS 9 these investments as long-term strategic investments and there is no expectation that these investments will be sold in the short and medium term, and, so, were irrevocably designated as investments at fair value through other comprehensive income. For investments with a maturity of less than a year, the acquisition costs were considered as a reasonable approximation of their fair value. For investments with a maturity greater than a year, the subsequent changes in fair value are presented through other comprehensive income. The fair value of the investments is calculated in the currency of the country of the investment and converted to euros at the end of the reporting period.
In the periods ended on 30 June 2022 and 2021, the change in investments at fair value through other comprehensive income was as follows:
| 30 June 2022 31 March 2021 | 30 June 2021 | |
|---|---|---|
| Opening balance | 7,998,756 | 7,299,791 |
| Fair value | 108,805 | 208,201 |
| Closing balance | 8,107,561 | 7,507,992 |
Stylesage is a strategic analytics SaaS platform that helps fashion, home and beauty retailers and brands with critical pre, in and post . Then, with groundbreaking technology in machine learning and visual recognition, StyleSage cleans, organizes, and analyzes the massive amounts of collected data into a cloud-based dashboard that empowers brands and retailers to make informed, data-driven decisions in areas such line planning, markdown optimization, and global expansion.
Nextail is a Spanish company that has developed a cloud-based platform that combines artificial intelligence and prescriptive analytics USD 10 million Series A round led g investor Nauta Capital. The new financing was to be used to accelerate product development and double the size of the team, as it grows internationally.
IriusRisk (previously named Continuum Security) is a Spanish based company with an application security platform to address vulnerabilities early in the development process. In order to realise their international growth plans, the company has raised an investment round of EUR 1.5 million, which was led by Swanlaab Venture Factory and joined by JME Venture Capital and Bright Pixel. In September 2020, the company raised a series A round of USD 6.7 million participated by Paladin, 360 CP, Swanlaab JME Venture Capital and Bright Pixel.
Deepfence is a leading US-based cloud-native workload protection platform that aims to provide a unified security platform for kubernetes, virtual machines and serverless workloads. Deepfence ensures business continuity in the face of persistent threats by detecting and disrupting sophisticated attacks targeting cloud-Deepfence raised USD 9.5 million in Series A financing led by AllegisCyber, with participation from Bright Pixel, and existing investor Chiratae Ventures.
On 30 June 2022 and 31 December 2021, this caption was composed as follows:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Arctic Wolf | 80,873,346 | 74,168,202 |
| Ometria | 21,556,771 | 22,016,496 |
| Cybersixgill | 19,032,366 | 5,297,520 |
| SafeBreach | 14,518,911 | 13,315,160 |
| Sales Layer | 9,714,017 | 2,500,358 |
| Group Codacy | 8,000,005 | - |
| Citcon | 4,842,995 | 4,414,600 |
| Weaveworks | 4,813,699 | 4,414,599 |
| Mayan | 4,813,698 | - |
| Visenze | 4,446,706 | 4,078,033 |
| Jscrambler | 3,828,724 | 3,828,724 |
| Hackuity | 3,000,000 | - |
| Sellforte | 2,500,003 | 2,500,003 |
| Reblaze | 2,647,535 | 2,428,030 |
| Taikai | 1,836,895 | 1,836,895 |
| Replai | 1,800,887 | 1,800,887 |
| Daisy Intelligence | 1,235,326 | 1,153,213 |
| Experify | 1,251,562 | - |
| CiValue | - | 1,977,741 |
| Cellwise | - | 8,641,594 |
| Others | 6,161,540 | 4,552,520 |
| 196,874,986 | 158,924,575 |
Investments not irrevocably designated in the initial recognition as nvestments at fair value for other comprehensive income are . Are also included in this caption the investments in associated companies, held by a venture capital organization or equivalent, in which the Group opted, in the initial recognition for, to measure at fair value through results in accordance with IFRS 9. In the case of the investments of less than 1 year, their acquisition cost was considered a reasonable approximation of their respective fair value. For investments over 1 year, subsequent changes in fair value are presented through profit or loss. The fair value of the investments is calculated in the currency of the country of the investment and converted to euros at the end of the reporting period.
In the periods ended on 30 June 2022 and 2021, the change in investments at fair value through other comprehensive income was as follows:
| 30 June 2022 | 30 June 2021 | |
|---|---|---|
| Opening balance | 158,924,575 | 92,324,063 |
| Acquisitions/Capital Increases | 25,189,787 | 4,404,499 |
| Fair value | 23,555,678 | 1,220,291 |
| Exits | (10,795,054) | (24,138,640) |
| Closing balance | 196,874,986 | 73,810,213 |
In the period ended on 30 June 2022, the caption 'Exits' EUR 5.3 million, which generated a capital gain of EUR 3.3 million, the sale of the stake in Cellwize for EUR 22.7 million, which generated a capital gain of EUR 13.9 million and the sale of Bright's stake in Beamy, which generated a capital gain of EUR 667 thousand.
Arctic Wolf, a US based company, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. Bright Pixel, a series B round. Since then, the Company closed a USD 45 million series C round in 2018, a USD 60 million Series D round at the end of 2019, a USD 200 million Series E round in October 2020 funding at a valuation of USD 1.3 billion and, in 2021, a USD 150 million, held by existing and new investors, at an underlying valuation of USD 4.3 billion.
Ometria is a London based AI powered customer marketing platform with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the Series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was reinforced during series B and C rounds.
Reblaze is an Israeli company that provides proprietary security technologies in a unified platform, shielding assets from threats found on the Internet. The company raised a Series A round in which Bright Pixel led jointly with JAL Ventures and Data Point Capital.
Visenze is a Singapore-based company that delivers intelligent image recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSenze to convert images into immediate product search opportunities, improving conversion rates. Media companies use ViSenze to turn any image or video into an engagement opportunity, driving incremental revenue. Bright Pixel co-led, with Gobi Partners, a USD 20 million Series C round to enable the artificial intelligence company to further invest in its penetration among smartphone manufacturers, as well as with consumer and social communication applications.
Daisy Intelligence is an AI-powered platform for retail merchandising teams focused on optimizing promotional product and price mixes for dramatically improved business results. Bright Pixel partnered with Framework Venture Partners invested in a CAD 10 million (circa EUR 7 million) series A round.
Cybersixgill is a market leader in deep and dark web cyber threat intelligence. The company helps Fortune 500 companies, financial institutions, governments, and law enforcement agencies protect their finances, networks and reputations from cyberthreats that lurk in the deep, dark and surface webs. The advanced cyber threat intelligence platform automates all phases of the intelligence cycle collection, analysis and dissemination of data providing organizations with unparalleled information and actionable insights to protect their various assets in the ever-evolving cyber threatscape. Bright Pixel co-led its series B USD 15 million round and participated in its new USD 35 million round raised in 2022 led by More Provident and Pension Funds and REV Venture Partners.
Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). In 2018, the company raised a USD 2.3 million in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the Company raised EUR 10 million in a series A with the participation of Ace Capital Partners.
Sales Layer is a Spanish based company with a cloud-based Product Information Management (PIM) platform, helping brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Bright Pixel led its series A round and recently participated in its series B round.
Weaveworks is a US company that helps teams to adopt cloud native computing, managing cloud native infrastructure and applications quickly, reliably and at scale. Weaveworks raised a USD cloud and telecommunications companies, including first-time investors Amazon Web Services (AWS), Ericsson, Orange Ventures, Bright Pixel and Telekom Investment Pool (TIP). The round also included follow-on investments from Accel, GV, and Redline Capital.
Sellforte, based in Helsinki, Finland, is a SaaS platform for Retailers, Brands and Telcos, which uses proprietary data science and AI to measure the effectiveness of online and offline marketing investments.
tool unleashes the power of containerized applications for everyone.
Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables seamless global commerce at scale ised USD 30 million in Series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.
idation platform. The patented platform automatically and safely executes thousands of attack methods to validate network, endpoint, cloud, wn by methods, tactics and threat actors. SafeBreach raised USD 53.5 million in Series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.
Experify, is the first platform to enable a truly authentic product review experience by connecting prospective buyers with purchasers. Experify raised USD 4 million seed round, led by Vertex Ventures US, with the participation of Bright Pixel and the Berkeley SkyDeck Fund.
Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensively collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a EUR 12 million funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.
In the period ended on 30 June 2022, assets and liabilities held for sale include the assets and liabilities of Maxive and its subsidiaries, in accordance with IFRS 5.
The details of Assets and Liabilities held for sale can be detailed as follows:
| (Amounts expressed in Euro) | June 2022 |
|---|---|
| Assets | |
| Non-current assets | |
| Property, plant and equipment,intangible assets and Right of use | 24,524,330 |
| Deferred tax assets | 3,499,981 |
| Other non-current assets | 112,880 |
| Total non-current assets | 28,137,191 |
| Current assets | |
| Trade receivables | 10,666,321 |
| Other current assets | 15,122,636 |
| Cash and cash equivalents | 5,134,168 |
| Total current assets | 30,923,125 |
| Assets held for sale | 59,060,316 |
| Liabilities | |
| Non-current liabilities | |
| Loans | (877,249) |
| Lease liabilities | (3,133,002) |
| Provisions | (348,898) |
| Total non-current liabilities | (4,359,149) |
| Current liabilities | |
| Loans | (3,528,566) |
| Trade payables | (8,435,922) |
| Lease liabilities | (1,642,107) |
| Other current liabilities | (16,255,215) |
| Total current liabilities | (29,861,810) |
| Liabilities directly associated with the assets held for sale | (34,220,959) |
ncludes the allocation to assets held for sale of the liquidity applied in the Group in the amount of EUR 4,090,000.
In the periods ended 30 June 2022 and 2021, the amounts of Maxive's income statement and its subsidiaries were recorded under the Consolidated net income/(loss) for the period of discontinued operations
On 30 June 2022 and 2021, this caption was composed as follows:
| 2022 | 2021 (restated) |
|
|---|---|---|
| Technologies | 862,622 | 799,882 |
| Media and others | 7,856,889 | 7,081,372 |
| 8,719,511 | 7,881,254 |
In the periods ended 30 June 2022 and 2021, the net income and cash flows from discontinued operations can be detailed as follows:
| (Amounts expressed in Euro) | June 2022 | June 2021 |
|---|---|---|
| Sales | 7,634,081 | 7,319,773 |
| Services rendered | 23,197,490 | 21,501,194 |
| Other income | 2,088,153 | 2,013,198 |
| 32,919,724 | 30,834,165 | |
| Cost of sales | (6,492,526) | (6,143,509) |
| External supplies and services | (9,014,579) | (8,724,435) |
| Employee benefits expense | (16,492,424) | (15,106,289) |
| Provisions | (104,334) | (107,926) |
| Depreciation and amortisation | (2,007,232) | (2,905,677) |
| Other expenses | (139,424) | (379,404) |
| (34,250,519) | (33,367,240) | |
| Other financial expenses | (1,329,031) | (1,690,836) |
| Other financial income | 484,705 | 1,050,708 |
| Current income / (loss) | (2,175,121) | (3,173,203) |
| Income taxation | 147,097 | 350,694 |
| Consolidated net income/(loss) for the period of discontinued operations | (2,028,024) | (2,822,509) |
| Attributed to: | ||
| Non-controlling interests (discontinued operations) | (555,353) | (763,274) |
| Cash flows from operating activities (1) | (738,636) | 649,664 |
| Cash flows from investment activities (2) | (463,154) | (161,713) |
| Cash flows from financing activities (3) | 1,113,035 | 868,188 |
| Net cash flows (4)=(1)+(2)+(3) | (88,755) | 1,356,139 |
The net income and cash flows from discontinued operations can be detailed as follows:
| (Amounts expressed in Euro) | June 2021 | December 2020 |
|---|---|---|
| Sales | 20,678,415 | 54,800,449 |
| Services rendered | 2,574,960 | 5,594,274 |
| Other income | 10,861 | 4,812 |
| 23,264,236 | 60,399,535 | |
| Cost of sales | (19,715,473) | (53,002,996) |
| External supplies and services | (1,773,679) | (3,100,707) |
| Employee benefits expense | (1,780,393) | (3,264,752) |
| Impairment losses | - | (50,113) |
| Depreciation and amortisation | (150,359) | (321,481) |
| Other expenses | (5,823) | (7,222) |
| (23,425,727) | (59,747,271) | |
| Other financial expenses | (15,575) | (58,602) |
| Other financial income | 18,685 | 34,507 |
| Current income / (loss) | (158,381) | 628,169 |
| Income taxation | 27,562 | (157,643) |
| Consolidated net income/(loss) for the period of discontinued operations | (130,819) | 470,526 |
| Attributed to: | ||
| Non-controlling interests (discontinued operations) | (32,705) | 117,631 |
| Cash flows from operating activities (1) | (903,596) | 2,900,451 |
| Cash flows from investment activities (2) | (14,112) | (31,844) |
| Cash flows from financing activities (3) | (118,474) | (944,607) |
| Net cash flows (4)=(1)+(2)+(3) | (1,036,181) | 1,924,000 |
During the periods ended on 30 June 2022 and 2021, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group and to the concession and obtainment of loans.
The balances and transactions with related parties during the periods ended on 30 June 2022 and 2021 were as follows:
| Balances on 30 June 2022 |
||||
|---|---|---|---|---|
| Accounts receivable | Accounts payable | Other assets | Other liabilities | |
| Parent Company (Sonae SGPS) | 1,942,008 | 16,207,907 | 434,027 | 48,352 |
| Companies jointly controlled | 203,534 | 206,395 | 282,619 | 46,536 |
| Associated companies | 12,678 | 31,289 | 826,407 | 217,447 |
| Others related parties | 1,523,277 | 128,243 | 311,969 | 571,849 |
| 3,681,498 | 16,573,834 | 1,855,022 | 884,184 | |
| Balances on | ||||
| 30 June 2021 | ||||
| Accounts receivable | Accounts payable | Other assets | Other liabilities | |
| Parent Company (Sonae SGPS) | 2,474,186 | 8,384,215 | 380,785 | 11,877 |
Companies jointly controlled 836,285 270,760 303,570 375,160 Associated companies - 6,750 2,123,076 10,600 Others related parties 6,386,834 75,056 60,164 645,968
9,697,305 8,736,781 2,867,594 1,043,605
| Transactions on 30 June 2022 |
||||
|---|---|---|---|---|
| Sales and | Supplies and | Interest and | Supplementary | |
| services rendered | services received | similar income | income | |
| Parent Company (Sonae SGPS) | 20,449 | 216,776 | 346,884 | - |
| Companies jointly controlled | 13,583 | 291,059 | - | 105,100 |
| Associated companies | - | - | 32,835 | - |
| Others related parties | 926,251 | 399,689 | - | - |
| 960,282 | 907,523 | 379,719 | 105,100 | |
| Transactions on 30 June 2021 (restated) |
||||
|---|---|---|---|---|
| Sales and | Supplies and | Interest and | Supplementary | |
| services rendered | services received | similar income | income | |
| Parent Company (Sonae SGPS) | 7 5 | 182,655 | 252,657 | - |
| Companies jointly controlled | 7,992 | 311,973 | - | 112,522 |
| Associated companies | - | - | 25,366 | - |
| Others related parties | 666,317 | 347,819 | - | - |
| 674,385 | 842,447 | 278,023 | 112,522 |
During the period ended 30 June 2022, the Company distributed as dividends the amount of EUR 15,718,455 to Sonae (EUR 7,859,228 in 2021) and EUR 37,648,245 to Sontel BV (EUR 18,824,123 in 2021).
The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.
All the above transactions were made at market prices.
Both accounts receivable and payable with related parties will be paid in cash and have no guaranties attached.
During the periods ended on 30 June 2022 and 2021, no impairment losses have been recognised as accounts receivables of related parties.
In the periods ended on 30 June 2022 and 2021, the following business segments were identified:
Media;
These segments were identified taking into consideration the following criteria/conditions: the fact of being Group units that develop activities where we can separately identify revenues and expenses, for which financial information is separately developed and their operating results are regularly reviewed by management and over which decisions are made. For example, decisions about allocation of resources, for having similar products/services and also taking into consideration the quantitative threshold (in accordance with IFRS 8).
all the operations of the parent company that have as their main activity the management of shareholdings.
Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.
Inter-segment transactions during the years ended on 30 June 2022 and 2021 were eliminated in the consolidation process. All these transactions were made at market prices.
Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.
Overall information by business segment on 30 June 2022 and 2021, prepared in accordance with the same accounting policies and measurement criteria adopted in the preparation of the consolidated financial statements, can be summarised as follows:
| Media Technologies |
Holding Activities | Subtotal | Eliminations and others | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 2022 | June 2021 | June 2022 | June 2021 (restated) |
June 2022 | June 2021 | June 2022 | June 2021 (restated) |
June 2022 | June 2021 (restated) |
June 2022 | June 2021 (restated) |
|
| Revenues: | ||||||||||||
| Sales and services rendering | 7,710,622 | 6,959,487 | 862,622 | 687,382 | 157,250 | 195,000 | 8,730,494 | 7,841,869 | (10,983) | 39,385 | 8,719,511 | 7,881,254 |
| Other operating revenues | 378,453 | 290,819 | 125,163 | 137,947 | 11,017 | 126,140 | 514,633 | 554,906 | 10,613 | 9,301 | 525,246 | 564,207 |
| Total revenues | 8,089,075 | 7,250,306 | 987,785 | 825,329 | 168,267 | 321,140 | 9,245,127 | 8,396,775 | (370) | 48,686 | 9,244,757 | 8,445,461 |
| Depreciation and amortisation | (409,398) | (317,153) | (339,341) | (308,532) | (13,253) | (18,179) | (761,992) | (643,864) | (172,552) | (169,924) | (934,544) | (813,788) |
| Provisions and impairment losses | (70,000) | - | (167,763) | (122,788) | - | (10,504) | (237,763) | (133,292) | - | - | (237,763) | (133,292) |
| Net operating income / (loss) for the segment | (1,115,911) | (1,070,362) | (3,074,156) | (3,105,318) | (892,981) | (886,735) | (5,083,048) | (5,062,415) | 97,102 | 29,421 | (4,985,946) | (5,032,994) |
| Gains and losses on financial assets at fair value through profit or loss | - | - | 41,297,761 | 13,499,571 | - | - | 41,297,761 | 13,499,571 | - | - | 41,297,761 | 13,499,571 |
| Gains and losses in associated companies and joint ventures | (4,073) | (44,735) | (2,386,330) | 23,711,199 | 18,518,475 | 17,599,433 | 16,128,072 | 41,265,897 | - | - | 16,128,072 | 41,265,897 |
| Other financial results | (7,857) | (15,135) | 1,470,593 | 372,230 | (764,420) | (615,101) | 698,316 | (258,006) | 1,767,080 | 1,135,552 | 2,465,396 | 877,546 |
| Income taxation | 372,685 | 332,721 | (5,895,941) | (9,037,107) | (39,590) | 75,042 | (5,562,846) | (8,629,344) | 37,428 | 44,034 | (5,525,418) | (8,585,310) |
| Consolidated net income/(loss) for the period | (755,156) | (797,511) | 31,411,927 | 25,440,575 | 16,821,484 | 16,172,639 | 47,478,255 | 40,815,703 | 1,901,610 | 1,209,007 | 49,379,865 | 42,024,710 |
| Consolidated net income/(loss) for the period of discontinued | ||||||||||||
| operations | - | - | (2,039,528) | (2,961,704) | - | - | (2,039,528) | (2,961,704) | 11,504 | 8,377 | (2,028,024) | (2,953,327) |
| Attributable to: | ||||||||||||
| Shareholders of parent company | (755,156) | (797,511) | 30,186,412 | 23,454,767 | 16,821,484 | 16,172,639 | 46,252,740 | 38,829,895 | 1,818,628 | 1,115,228 | 48,071,368 | 39,945,123 |
| Non-controlling interests | - | - | (255,804) | (178,180) | - | - | (255,804) | (178,180) | 91,630 | 100,419 | (164,174) | (77,761) |
| Non-controlling interests (discontinued operations) | - | - | (558,209) | (797,716) | - | - | (558,209) | (797,716) | 2,856 | 1,737 | (555,353) | (795,979) |
| June 2022 | December 2021 | June 2022 | December 2021 | June 2022 | December 2021 | June 2022 | December 2021 | June 2022 | December 2021 | June 2022 | December 2021 | |
| Assets: | ||||||||||||
| Tangible and intangible assets and goodwill | 2,945,333 | 3,004,027 | 3,159,822 | 27,605,182 | 37,263 | 69,959 | 6,142,418 | 30,679,168 | 2,195,915 | 2,314,727 | 8,338,333 | 32,993,895 |
| Inventories | 315,908 | 229,658 | - | - | - | - | 315,908 | 229,658 | - | - | 315,908 | 229,658 |
| Investments in associated companies and joint ventures | 666,421 | 670,494 | 107,788,800 | 143,949,575 | 645,269,610 | 623,008,191 | 753,724,831 | 767,628,260 | 52,944 | 52,944 | 753,777,775 | 767,681,204 |
| Financial assets at fair value through other comprehensive income | 3,047,947 | 3,047,947 | 8,072,435 | 7,950,809 | - | - | 11,120,382 | 10,998,756 | (3,012,821) | (3,000,000) | 8,107,561 | 7,998,756 |
| Financial assets at fair value through profit or loss | - | - | 196,874,986 | 158,924,575 | - | - | 196,874,986 | 158,924,575 | - | - | 196,874,986 | 158,924,575 |
| Other non-current assets and deferred tax assets | 2,892,498 | 2,849,492 | 9,480,231 | 13,373,355 | 123,286,674 | 132,711,666 | 135,659,403 | 148,934,513 | (117,007,638) | (125,847,356) | 18,651,765 | 23,087,157 |
| Other current assets of the segment | 12,056,934 | 12,796,640 | 47,363,291 | 63,456,171 | 203,094,257 | 244,055,884 | 262,514,482 | 320,308,695 | 2,187,307 | 5,636,002 | 264,701,789 | 325,944,697 |
| Assets held for sale | - | - | 59,073,137 | - | - | - | 59,073,137 | - | (12,821) | - | 59,060,316 | - |
| Liabilities: | ||||||||||||
| Liabilities of the segment | 10,872,946 | 10,791,006 | 83,733,082 | 119,020,901 | 2,259,987 | 2,482,611 | 96,866,015 | 132,294,518 | (19,964,396) | (22,249,334) | 76,901,619 | 110,045,184 |
| Liabilities directly associated with the assets held for sale | - | - | 35,049,294 | - | - | - | 35,049,294 | - | (828,335) | - | 34,220,959 | - |
| CAPEX | 358,074 | 777,124 | 26,689,919 | 34,761,707 | 13,345,113 | 31,967,595 | 40,393,106 | 67,506,426 | (13,302,535) | (31,412,114) | 27,090,571 | 36,094,312 |
During the period ended on 30 June 2022 and 2021, the inter-segments sales and services were as follows:
During the periods ended on 30 June 2022 and 2021, sales and services rendering in the Media segment were obtained predominantly in Portuguese market, with this market representing 93% of revenue (95% in 2021) and in the Holding Activities segment were obtained totally in Portuguese market, 100% in 2022 and 2021.
During the periods ended on 30 June 2022 and 2021, for the Technologies segment, the Portugues market is dominant, representing 98% of revenue (94% in 2021).
Sonaecom SGPS is listed on the Euronext Stock Exchange. Information is available on Reuters under the symbol SNC.LS and on Bloomberg under the symbol SNC:PL.
This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that are not historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, the telecommunications industry and economic conditions; and the effects of competition. Forward-looking statements may be identified
by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "see
Although these statements reflect our current expectations, which we believe are reasonable, investors, analysts and, generally, the recipients of this document are cautioned that forward-looking information and statements to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.
Report available on Sonaecom's corporate website www.sonaecom.pt
Investor Relations Contacts [email protected] Tlf: +351 22 013 23 49
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