Interim / Quarterly Report • Aug 31, 2020
Interim / Quarterly Report
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SUNACOM
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 Union.
| I MANAGEMENT REPORT | |
|---|---|
| 1. Main Highlights | 3 |
| 2. Sonaecom Consolidated Results | 3 |
| 2.1 Telecommunications | 4 |
| 2.2 Technology | 5 |
| 2.3 Media | 8 |
| 3. Subsequent Events | 9 |
| 4. Appendix | 10 |
| 5. Qualified Shareholdings | $12 \overline{ }$ |
| II FINANCIAL STATEMENTS | |
| 6. Financial Information | 14 |
| 6.1. Sonaecom condensed consolidated financial statements | 14 |
| 6.2. Notes to the condensed consolidated financial statements of Sonaecom | 19 |
MANAGEMENT REPORT & ACCOUNTS 2020
Service revenues increasing 6.5% y.o.y., partially offsetting the decrease on technology resale
Improved performance in 2Q with revenue growing 37.1% q.o.g., and EBITDA keeping the positive evolution
At NOS, the financial impacts of the COVID-19 pandemic were more significant on the Cinemas and Audiovisuals division but with
negative impacts in all business divisions
Solid growth and profitability improvements of cybersecurity services in the Technology area
The 1H20 was marked by COVID 19 emergence in Europe and the subsequent formal national lock-down declared on 18th March. Gradual easing of restrictions have been announced since mid-May but under a challenging economic environment.
The financial and operational impacts are uneven in different segments and, so far, the Group's business operations have been affected in very different levels:
The potential impact that this situation may still have depends on the level of evolution and contagion of the virus, making projections difficult. However, at this stage, and despite the progressive easing of restrictive measures in Europe, the possibility of a second lock-down and the consequent financial crisis, still predict a challenging second half.
However, given the company's capital structure, with a significant amount in cash and bank deposits and a low amount of remunerated debt, no material changes in the Company's liquidity are expected. Furthermore, we will continue to implement all measures deemed appropriate to minimize their impacts, in line with the recommendation of the competent entities and in the best interest of all our stakeholders.
Telecommunications area, which includes a 50% stake in ZOPT - consolidated through the equity method - which owns 52.15% stake in NOS, presented negative results due to the impacts from COVID-19 pandemic, namely, the register of significative non-recurrent items and the slowdown in activity, in particular in the Cinema and Audiovisuals segment. Telecom revenues were down impacted primarily by suspended premium sport channel revenues in April and May, the significant reduction of roaming traffic and B2B sales. However, much of the revenue decline was compensated by lower OPEX decreasing the magnitude of EBITDA decrease.
During 1H20, Technology area continued to enlarge its portfolio, reinforcing its investment in some portfolio companies and entering in the capital of two new companies.
Consolidated turnover in 1H2O reached 69.6 million euros, decreasing 6.6%, when compared to 1H19.
This negative evolution was driven by both Media and Technology areas, the latter fully driven by transactional business of third-party products.
Operating costs amounted to 73.5 million euros, 7.8% below 1H19. Personnel costs grew 0.1% and Commercial costs decreased 14.5% to 39.8 million euros, mainly driven by the lower cost of goods sold, aligned with the lower level of sales. Other operating costs increased 4.7%, mainly explained by the higher level of Outsourcing costs.
Despite the improvement of underlying EBITDA, total EBITDA, explained by the decrease on equity results and non-recurrent items, decreased and stood at 7.6 million euros.
In 1H19, the non-recurrent items stood at 5.2 million euros, driven by the capital gain generated by Saphety's sale.
The equity results, mostly driven by ZOPT contribution which, in turn, depends on NOS net income evolution, decreased to 10.4 million euros.
Sonaecom's EBIT decreased to 3.1 million euros, from 15.8 million in 1H19, mainly explained by the lower level of EBITDA but also by the higher level of depreciations.
Sonaecom's earnings before tax (EBT) decreased from 15.9 million to 2.6 million euros, driven by the lower EBIT and financial results.
Indirect results reached negative 0.2 million euros, that compare with negative 0.8 million euros in 1H19, impacted by Armilar Venture Funds' portfolio fair value adjustments.
Net results group share stood at 4.9 million euros, below the 17.5 million euros presented in 1H19.
Sonaecom's operating CAPEX decreased to 2.5 million euros, reaching 3.6% of turnover, 2.6 p.p. below 1H19. Excluding the IFRS 16 impact, operating CAPEX would be 1.8 million euros, 0.4 million euros below 1H19.
The net cash position stood at 204.6 million euros, decreasing 31.8 million euros since December 2019. Excluding IFRS 16 impacts, Net cash position stood at 218.0 million euros, 32.7 million below December 2019, mainly driven by 6.6 million euros of investment cash-out, the negative operating cash-flow of 5.9 million euros, the 4.0 million euros received as capital subscription in a new investment vehicle and the 25.4 million euros of dividends distribution.
NOS operating revenues were 666.6 million euros in 1H2O, decreasing 7.6% y.o.y.. EBITDA reached 310.6 million euros, decreasing 6.3% when compared to 1H19 and representing a 46.6% EBITDA margin. CAPEX excluding leasings amounted to 171.8 million euros in 1H2O, a decrease of 5.8% y.o.y. As a consequence of EBITDA and CAPEX evolution, EBITDA- CAPEX decreased 6.8%.
At the end of 1H20, total net debt including leasings and long-term contracts (according to IFRS 16) amounted to 1,220.2 million euros. Net Financial Debt/EBITDA after lease payments (last 4 quarters) now stands at 1.8x EBITDA, and with an average maturity of 2.7 years.
NOS published its 1H2O results on 22nd July 2020, which are available at www.nos.pt.
During 1H20, NOS share price decreased 19.1% from €4.800 to €3.884, whilst PSI20 decreased by 15.8%.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Operational Indicators ('000) | 2019. | 2020 | $\triangle$ 20/19 | 1020 | q.o.q. | IH19 | IH20 | ∆ 20/19 |
| Total RGUs | 9.537.5 | 9.760.7 | 2.3% | 9.707.9 | 0.5% | 9.537.5 | 9.760.7 | 2.3% |
| Convergent + Integrated RGUs | 4.574.7 | 4.823.9 | 5.4% | 4.754.6 | 1.5% | 4.574.7 | 4.823.9 | 5.4% |
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| NOS HIGHLIGHTS | 2019 | 2020 | $\triangle$ 20/19 | 1020 | q.o.q. | 1H19 | 1H20 | $\triangle$ 20/19 |
| Operating Revenues | 365.6 | 321.3 | $-12.1%$ | 345.4 | $-7.0%$ | 721.5 | 666.6 | $-7.6%$ |
| EBITDA | 171.2 | 157.9 | $-7.8%$ | 152.7 | 3.4% | 331.4 | 310.6 | $-6.3%$ |
| EBITDA margin (%) | 46.8% | 49.1% | 2.3 pp | 44.2% | 4.9pp | 45.9% | 46.6% | 0.7 pp |
| Net Income | 47.7 | 45.3 | $-5.0%$ | $-10.4$ | 90.2 | 35.0 | $-61.2%$ | |
| CAPEX excluding Leasings | 95.2 | 83.5 | $-12.2%$ | 88.2 | $-5.3%$ | 182.4 | 171.8 | $-5.8%$ |
| EBITDA-CAPEX excluding Leasings | 76.1 | 74.3 | $-2.3%$ | 64.5 | 15.3% | 149.0 | 138.8 | $-6.8%$ |
* 2019 and 1H2O accounts are adjusted to reflect the announcement of the sale of NICS on 1 April 2020, which was approved by Competition Authority at the end of June.
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, Vector I fund and Bright Innovation fund, four controlled companies - S21Sec, Excellium, Bizdirect and Inovretail-that generated circa 38.1% of its revenues outside the Portuguese market with 70.6% out of the total 654 employees based abroad.
S21Sec is a reference multinational MSSP (Managed Security Services Provider), focused on the delivery of cyber security services and development of proprietary supporting technologies, with a global customer base, leveraging its teams in Spain, Portugal and Mexico. Since June 2018, with the integration of Nextel, S21Sec is the most relevant "pure player" (company specializing exclusively in the cybersecurity sector) in Spain and Portugal in terms of turnover and number of cybersecurity experts.
Excellium is a market-leading managed security services provider from Luxembourg, with presence in Belgium and counting with more than 100 experts.
This investment, together with the stake on S21sec, turns Sonae IM's cybersecurity group as one of the most relevant cybersecurity services pure players in Europe, counting with more than 500 professionals and direct presence in 13 cities across 6 countries.
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.
Bizdirect is a technology company specialized in IT solutions commercialization, consulting and management of corporate software licensing contracts and Microsoft solutions integration.
The cloud business unit continued to improve its presence on helping customers in digital transformation and the solutions business unit achieved important new customer references. Bizdirect Competence Center, in Viseu, contributed to the international revenues that already represent 5.0% of total revenues.
InovRetail is a retail innovation company that provide 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.
Bright Pixel is the early stage investor of Sonae IM group focused on emerging technologies but prioritizing links to retail, telco and cubersecurity.
Armilar Venture Funds are the 3 Venture Capital funds in which Sonae IM owns participation units acquired to Novo Banco. With this transaction, concluded in December 2016, Sonae IM reinforced its portfolio with sizeable stakes in leading edge companies such as Outsystems and Feedzai, both consistently presenting meaningful and sustainable levels of growth.
ArcticWolf, a US based campany, 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. US technology investors Lightspeed Venture Partners and Redpoint were joined by Sonae IM and Knollwood Investment Advisory in the series B round. During 2018, the Company closed a \$45M series C round and, at the end of 2019, the Company launched a \$60M Series D round, which was closed in the beginning of 2020, at a significant higher valuation. Sonae IM participated in both rounds, reinforcing its stake.
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 Sonae IM in the Series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was recently reinforced during series B round.
CB4 is a company based in Israel that provides a patented AI software solution for brick and mortar retailers to identify and correct critical operational issues at store, product level. The investment was part of a series B \$16M round, led by Octopus Ventures with Sonae IM joining. Existing investors Sequoia Capital and Pereg Ventures also participated in the round.
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 Sonae IM 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. Sonae IM co-led, with Gobi Partners, a \$20M Series C round that will 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 Al-powered platform for retail merchandising teams focused on optimizing promotional product and price mixes for dramatically improved business results. Sonae IM partnered with Framework Venture Partners invested in a CS 10M (circa €7M) 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 \$10.0 million Series A round led by London and Amsterdam based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Sonae IM and existing investor Nauta Capital. The new financing is being used to accelerate product development and double the size of the team, as it grows internationally.
Sixgill is a market leader in deep and dark web cyber threat intelligence. Sixgill 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 cuber 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. Sixgill raised \$15M in a second round led by Sonae IM and REV Venture Partners with participation by Our Crowd. Previous investors Elron and Terra Venture Partners also participate in the round.
Case on IT is a Spanish company that has developed Medux, a machine learning solution for the measurement, prediction and analysis of landline, mobile and television services quality. Medux measures the customer experience in markets that collectively serve over 600 million users worldwide. The company raised a Series B round of international fund with Sonae IM.
CiValue is an Israeli company with offices in New York, Paris, and Tel Aviv, is a disruptive provider of cloud-based Precision Marketing and Supplier Advertising Platforms for Retailers. Sonae IM, coupled with Nielsen, led a S6M Series A investment.
Cellwize is a leading provider of Mobile Network Automation and Orchestration solutions for telco, based in Israel. Cellwize offers modular solutions for an agile adoption of 'zero-touch' network automation capabilities on top of a virtualized service orchestration platform. It supports network operations, especially given the increase in network density and complexity driven by 5G adoption. Sonae IM invested in a series B round of \$15M led by Deutsche Telekom Capital Partners.
Secucloud is a Germany based company that provides a cloud security platform for protecting all devices (subscriber endpoints) and operating sustems with no installation required, offered to Telcos & ISPs as a white label solution. Sonae IM totally subscribed the multi million Series B financing round.
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 1.5million euros, which was led by Swaanlaab Venture Factory and joined by JME Venture Capital and Sonae IM.
Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). The company raised a 2.3 million dollars in a series A financing round that was led by Sonae IM with the co-investment of Portugal Ventures.
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 Lauer 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. Sonae IM recently led its series A round.
| Financial indicators | |
|---|---|
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| TECHNOLOGY AREA | 2Q19 (R) | 2020 | $\triangle$ 20/19 | 1020 | q.o.q. | $1H19^{(R)}$ | 1H20 | $\triangle$ 20/19 |
| Turnover | 35.6 | 37.2 | 43% | 25.7 | 44.6% | 66.3 | 62.9 | $-5.2%$ |
| Service Revenues | 10.4 | 11.4 | 9.1% | 11.0 | 3.4% | 20.3 | 22.4 | 10.4% |
| Sales | 25.2 | 25.8 | 2.3% | 14.7 | 75.5% | 46.0 | 40.5 | $-12.0%$ |
| Other Revenues | 0.3 | $0.5\,$ | 113.0% | 0.3 | 110.8% | 0.6 | 0.8 | 24.7% |
| Operating Costs | 37.4 | 37.6 | 0.4% | 27.5 | 36.4% | 70.0 | 65.1 | $-6.9%$ |
| Personnel Costs | 8.9 | 8.5 | $-4.2%$ | 8.9 | $-4.9%$ | 17.4 | 17.4 | 0.0% |
| Commercial Costs (1) | 24.5 | 24.9 | 1.8% | 14.0 | 78.1% | 44.8 | 38.9 | $-13.2%$ |
| Other Operating Costs (2) | 4.1 | 4.2 | 1.6% | 4.6 | $-10.1%$ | 7.7 | 8.8 | 13.4% |
| Underlying $EBITDA(3)$ | $-1.6$ | 0.2 | $-1.5$ | $-3.1$ | $-1.3$ | 58.1% | ||
| Underlying EBITDA Margin (%) | $-4.4%$ | 0.5% | 4.9 pp | $-5.7%$ | 6.2pp | $-4.7%$ | $-2.1%$ | 2.6pp |
| Operating CAPEX (4) | 1.0 | 1.0 | $-1.4%$ | 1.1 | $-10.4%$ | 3.3 | 2.0 | $-39.2%$ |
| Operating CAPEX as % of Turnover | 2.7% | 2.6% | $-0.1$ pp | 4.1% | $-1.6$ pp | 5.0% | 3.2% | $-1.8$ pp |
| Underlying EBITDA - Operating CAPEX | $-2.5$ | $-0.8$ | 69.3% | $-2.5$ | 69.1% | $-6.4$ | $-3.3$ | 48.3% |
| Total CAPEX | 7.2 | 1.6 | $-78.3%$ | 4.8 | $-67.6%$ | 17.0 | 6.4 | $-62.6%$ |
(1) Commercial Costs = COGS + Mktg& Sales; (2) Other Operating Costs = Outsourcing Services + G&A + Provisions + others; (3) Includes the businesses fully consolidated at Technology area; (4)
Operating CAPEX excludes Finan
Turnover decreased 5.2% y.o.y explained by the decrease on the transactional business of third-party products, but with an improved performance in the quarter presenting a 44.6% g.o.g and a 4.3% you growth.
Service revenues, mainly cybersecurity services, presented a double-digit growth when compared to 1H19.
Operating costs decreased 6.9% to 65.1 million euros mainly explained by the 13.2% decline at Commercial costs, aligned with the lower level of sales. Other operating costs increased 13.4%, mainly explained by the higher level of Outsourcing Costs.
Underluing EBITDA stood at negative 1.3 million euros, but significantly better than 1H19 (+58.1%) and positive on the 2Q.
Underlying EBITDA-operating CAPEX stood at negative 3.3 million euros, increasing when compared to 1H19, mainly explained by the higher EBITDA but also driven by the lower level of Operating CAPEX. Excluding the IFRS 16 impacts, operating CAPEX would have reached 1.4 million euros, 0.3 million euros below 1H19.
During 1H20, Público continued to pursue its digital strategy reinforcing digital competencies and presence in online platforms and continued to implement important initiatives aimed at strengthening Publico as the reference Portuguese speaking news organisation.
Since the start of the pandemic and the related restrictive measures, Público's activity was materially impacted, namely in offline newspaper sales, with the temporary close of the majority of points of sale, and in advertising revenues, with the cut on marketing expenses implemented across all companies. However, the new context benefited the online business that recorded relevant improvements on online subscriptions and online advertising revenues.
The positive performance of online business was not enough to mitigate the negative evolution of offline revenues which translated into an overall 18.5% revenue decrease, when compared to 1H19.
At the beginning of 3Q20, the Portuguese Competition Authority announced its non opposition to the agreement signed in April between NOS Comunicações and Cellnex to sell 100% of NOS Towering to the latter, which encompasses around 2,000 sites (towers and rooftops), for
an upfront consideration of approximately 375 million euros, to be received on final had signed a long-term agreement whereby Cellnex will provide NOS Group with active network hosting over the passive infrastructure acquired, for a period of 15 years which renews automatically for equal periods. This agre additional sites over the next 6 years. The total potential value of the agreements to be received over a 6-year period is 550 million euros.
| Million euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED INCOME STATEMENT | 2Q19 $^{(R)}$ | 2020 | $\triangle$ 20/19 | 1020 | q.o.q. | 1H19 (R) | 1H20 | $\triangle$ 20/19 |
| Turnover | 40.1 | 40.3 | 0.3% | 29.4 | 37.1% | 74.5 | 69.6 | $-6.6%$ |
| Service Revenues | 12.7 | 13.1 | 2.6% | 12.7 | 2.6% | 24.2 | 25.8 | 6.5% |
| Sales | 27.4 | 27.2 | $-0.7%$ | 16.6 | 63.5% | 50.3 | 43.8 | $-12.9%$ |
| Other Revenues | 0.4 | 0.7 | 60.7% | 0.4 | 66.4% | 1.0 | 1.1 | 13.3% |
| Operating Costs | 42.4 | 41.5 | $-2.2%$ | 32.0 | 29.7% | 79.7 | 73.5 | $-7.8%$ |
| Personnel Costs | $11.2\,$ | 11.0 | $-2.0%$ | 11.4 | $-3.8%$ | 22.4 | 22.4 | $0.1\%$ |
| Commercial Costs (1) | 25.5 | 25.2 | $-1.0%$ | 14.6 | 72.6% | 46.6 | 39.8 | $-14.5%$ |
| Other Operating Costs (2) | 5.8 | 5.3 | $-8.2%$ | 6.0 | $-11.4%$ | 10.8 | 11.3 | 4.7% |
| EBITDA | 8.5 | 10.9 | 29.3% | $-3.3$ | $\overline{a}$ | 20.0 | 7.6 | $-61.9%$ |
| Underlying EBITDA (3) | $-2.0$ | $-0.5$ | 72.7% | $-2.1$ | 74.6% | $-4.3$ | $-2.6$ | 38.2% |
| Non recurrent itens (4) | 0.1 | 0.0 | $-0.1$ | 79.7% | 5.2 | $-0.1$ | ||
| Equity method (5) | 10.8 | 11.5 | 6.2% | $-1.1$ | 20.2 | 10.4 | $-48.4%$ | |
| Discontinued Operations (6) | $-0.5$ | 0.0 | 100.0% | 0.0 | $-1.1$ | 0.0 | 100.0% | |
| Underlying EBITDA Margin (%) | $-4.9%$ | $-1.3%$ | 3.6pp | $-7.2%$ | 5.9 pp | $-5.7%$ | $-3.8%$ | 1.9 pp |
| Depreciation & Amortization | 2.1 | 2.3 | 11.0% | 2.2 | 3.8% | 4.2 | 4.5 | 7.7% |
| EBIT | 6.4 | 8.7 | 35.2% | $-5.5$ | 15.8 | 3.1 | $-80.2%$ | |
| Net Financial Results | $-0.1$ | 0.0 | $-0.5$ | 0.0 | $-0.5$ | |||
| Financial Income | 0.4 | 0.9 | 149.3% | 0.7 | 30.0% | 0.9 | 1.7 | 82.1% |
| Financial Expenses | 0.5 | 0.9 | 87.7% | 1.2 | $-23.6%$ | 0.9 | 2.2 | 142.8% |
| EBT | 6.3 | 8.7 | 37.8% | $-6.0$ | 15.9 | 2.6 | $-83.4%$ | |
| Tax results | 0.4 | 0.8 | 132.7% | 0.7 | 19.5% | 1.4 | 1.5 | 8.2% |
| Direct Results | 6.6 | 9.5 | 42.9% | $-5.3$ | 17.3 | 4.2 | $-75.9%$ | |
| Indirect Results (7) | $-0.9$ | $-0.4$ | 58.6% | 0.2 | $\sim$ | $-0.8$ | $-0.2$ | |
| Net Income | 5.8 | 9.1 | $\blacksquare$ | $-5.1$ | $\blacksquare$ | 16.5 | 4.0 | $-75.7%$ |
| Group Share | 6.4 | 9.4 | 46.4% | $-4.5$ | 17.5 | 4.9 | $-72.0%$ | |
| Attributable to Non-Controlling Interests | $-0.6$ | $-0.3$ | 58.9% | $-0.6$ | 57.4% | $-1.0$ | $-0.9$ | 8.9% |
The values the control of the Sales Costs;
(2) Commercial Costs = COGS + Mktg& Sales Costs;
(2) Official Costs = COGS + Mktg& Sales Costs;
(2) Includes the contraspone in appreciated by Sonaecom;
(3) Includes the SO% holdi
| 11llion erin | ||
|---|---|---|
| CONSOLIDATED BALANCE SHEET | 2019 (R) | 2020 | $\triangle$ 20/19 | 1020 | q.o.q. | $1H19$ (R) | 1H20 | $\triangle$ 20/19 |
|---|---|---|---|---|---|---|---|---|
| Total Net Assets | 1,189.6 | 1,190.0 | 0.0% | 1,195.7 | $-0.5%$ | 1,189.6 | 1,190.0 | 0.0% |
| Non Current Assets | 896.7 | 905.0 | 0.9% | 898.5 | 0.7% | 896.7 | 905.0 | 0.9% |
| Tangible and Intangible Assets and Rights of Use | 44.2 | 20.2 | $-54.2%$ | 21.9 | $-7.8%$ | 44.2 | 20.2 | $-54.2%$ |
| Goodwill | 36.1 | 14.5 | $-59.7%$ | 14.5 | 0.0% | 36.1 | 14.5 | $-59.7%$ |
| Investments | 799.6 | 855.7 | 7.0% | 848.7 | 0.8% | 799.6 | 855.7 | 7.0% |
| Deferred Tax Assets | 11.0 | 4.7 | $-57.6%$ | 4.2 | 11.0% | 11.0 | 4.7 | $-57.6%$ |
| Others | 5.8 | 9.9 | 70.1% | 9.1 | 9.0% | 5.8 | 9.9 | 70.1% |
| Current Assets | 292.8 | 284.9 | $-2.7%$ | 297.2 | $-4.1%$ | 292.8 | 284.9 | $-2.7%$ |
| Trade Debtors | 48.7 | 34.7 | $-28.8%$ | 20.1 | 72.3% | 48.7 | 34.7 | $-28.8%$ |
| Liquidity | 211.0 | 222.3 | 5.4% | 251.0 | $-11.4%$ | 211.0 | 222.3 | 5.4% |
| Others | 33.1 | 27.9 | $-15.7%$ | 26.1 | 7.2% | 33.1 | 27.9 | $-15.7%$ |
| Shareholders' Funds | 1,048.6 | 1,051.9 | 0.3% | 1,067.1 | $-1.4%$ | 1,048.6 | 1,051.9 | 0.3% |
| Group Share | 1.048.4 | 1.047.3 | $-0.1%$ | 1.068.2 | $-2.0%$ | 1,048.4 | 1.047.3 | $-0.1%$ |
| Non-Controlling Interests | 0.2 | 4.6 | $-1.0$ | 0.2 | 4.6 | |||
| Total Liabilities | 140.9 | 138.0 | $-2.1%$ | 128.6 | 7.3% | 140.9 | 138.0 | $-2.1%$ |
| Non Current Liabilities | 59.6 | 66.0 | 10.7% | 71.3 | $-7.5%$ | 59.6 | 66.0 | 10.7% |
| Bank Loans | 2.7 | 2.4 | $-11.3%$ | 3.1 | $-22.1%$ | 2.7 | 2.4 | $-11.3%$ |
| Provisions for Other Liabilities and Charges | 22.4 | 30.4 | 35.4% | 30.8 | $-1.4%$ | 22.4 | 30.4 | 35.4% |
| Others | 34.4 | 33.2 | $-3.6%$ | 37.4 | $-11.4%$ | 34.4 | 33.2 | $-3.6%$ |
| Current Liabilities | 81.4 | 72.1 | $-11.4%$ | 57.3 | 25.8% | 81.4 | 72.1 | $-11.4%$ |
| Loans | 4.0 | 1.6 | $-59.5%$ | 1.0 | 69.9% | 4.0 | 1.6 | $-59.5%$ |
| Trade Creditors | 23.8 | 26.9 | 13.1% | 19.1 | 41.1% | 23.8 | 26.9 | 13.1% |
| Others | 53.5 | 43.5 | $-18.7%$ | 37.2 | 16.9% | 53.5 | 43.5 | $-18.7%$ |
| Operating CAPEX (1) | 1.3 | 1.2 | $-13.1%$ | 1.3 | $-11.9%$ | 4.5 | 2.5 | $-45.6%$ |
| Operating CAPEX as % of Turnover | 3.3% | 2.9% | $-0.4$ pp | 4.5% | $-1.6$ pp | 6.1% | 3.6% | $-2.6$ pp |
| Total CAPEX | 7.5 | 1.8 | $-76.6%$ | 5.1 | $-65.1%$ | 18.3 | 6.8 | $-62.6%$ |
| Underlying EBITDA - Operating CAPEX | $-3.3$ | $-1.7$ | 48.6% | $-3.4$ | 50.6% | $-8.8$ | $-5.1$ | 42.0% |
| Gross Debt | 23.9 | 17.7 | $-26.2%$ | 18.5 | $-4.4%$ | 23.9 | 17.7 | $-26.2%$ |
| Net Debt (1) Onerating CAPEX excludes Financial Investments: |
$-187.0$ | $-204.6$ | $-9.4%$ | $-232.5$ | 12.0% | $-187.0$ | $-204.6$ | $-9.4%$ |
(I) Uperating LAPEX excludes Financial Investments;
(R) The values were restated in order to reflect Sonaecom structure after Saphety and WeDo sale.
Million euros
| LEVERED FREE CASH FLOW | 2Q19 (R) | 2020 | $\triangle$ 20/19 | 1020 | q.o.q. | 1H19 (R) | 1H20 | $\triangle$ 20/19 |
|---|---|---|---|---|---|---|---|---|
| Underlying EBITDA-Operating CAPEX | $-3.3$ | $-1.7$ | 48.6% | $-3.4$ | 50.6% | $-8.8$ | $-5.1$ | 42.0% |
| Change in WC | $-4.2$ | $-6.6$ | $-57.3%$ | 3.1 | $-3.9$ | -3.5 | 9.7% | |
| Non Cash Items & Other | 0.9 | 2.4 | 158.2% | 0.3 | Z., | 2.7 | 29.4% | |
| Operating Cash Flow | -6.6 | -5.9 | 10.4% | $-0.1$ | $-10.6$ | $-5.9$ | 44.2% | |
| Investments | $-6.3$ | $-2.9$ | 53.9% | $-3.7$ | 22.5% | $-4.7$ | $-6.6$ | $-41.4%$ |
| Dividends | 35.5 | 0.0 | $-100.0\%$ | 0.0 | 35.5 | 0.0 | $-100.0\%$ | |
| Financial results | $-0.2$ | 0.0 | - | $-0.1$ | 0.2 | $-0.1$ | ||
| Income taxes | 0.2 | $\overline{\phantom{0}}$ | 0.7 | 6.4% | 0.7 | 1.4 | 98.3% | |
| $FCF^{(1)}$ | 22.8 | $-8.0$ | -3.2 | $-147.8%$ | 21.0 | $-11.2$ | $\sim$ |
.
1) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs;
1,H) The values were restated in order to reflect Sonaecom structure after Saphety and WeDo sale.
In compliance with the Article 9, paragraph 1, subparagraph (c) of the Securities and Exchange Commission Regulation 05/2008, and according to the notifications received by the Company, the qualified shareholdings representing at least 2% of the share capital of 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, at 30 June 2020, 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) | ||||
| Directly | 275 086 083 | 88.36% | 88.36% | 89.97% |
| Sontel BV | 194 063 119 | 62.33% | 62.33% | 63.47% |
| Sonae-SGPS, S.A. | 81 022 964 | 26.02% | 26.02% | 26.50% |
| Discerene Group, LP | 8 6 9 4 3 9 6 | 2.79% | 2.79% | 2.84% |
| Azvalor Asset Management S.G.I.I.C. S.A. | 6 340 147 | 2.04% | 2.04% | 2.07% |
(1) Sonaecom, SGPS, S.A. is a company indirectly controlled by Efanor Investimentos, SGPS, S.A. ("Efanor"), as Efanor indirectly controls Sonae SGPS, S.A. 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.Investimentos, SGPS, SA and the latter indirectly owns Sonae - SGPS S.A. and Sontel BV.
* 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
MANAGEMENT REPORT & ACCOUNTS 2020
For periods ended on 30 June 2020 and 31 December 2019
| (Amounts expressed in Euro) | Notes | June 2020 (not audited) |
December 2019 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Tangible assets | 2,034,328 | 2,140,056 | |
| Intangible assets | 8,326,827 | 10.467.620 | |
| Right of use | 9,873,249 | 10.403.459 | |
| Goodwill | 14,520,952 | 14,520,952 | |
| Investments in associated companies and companies jointly controlled | 6 | 796,112,386 | 789.256.422 |
| Financial assets at fair value through other comprehensive income | $\overline{7}$ | 59,583,495 | 58.367.022 |
| Deferred tax assets | 4,660,006 | 4.251.266 | |
| Other non-current assets | 9,909,055 | 8,003,913 | |
| Total non-current assets | 905,020,298 | 897,410,710 | |
| Current assets | |||
| Inventories | 302,671 | 240.361 | |
| Trade debtors | 34,715,584 | 27,227,731 | |
| Other current debtors | 9,867,152 | 8,289,211 | |
| Income tax receivable | 1,783,958 | 1,717,566 | |
| Other current assets | 15,977,649 | 12,238,902 | |
| Cash and cash equivalents | 222,292,986 | 255,877,001 | |
| Total current assets | 284,940,000 | 305.590.772 | |
| Total assets | 1,189,960,298 | 1,203,001,482 | |
| Shareholders' funds and liabilities | |||
| Shareholders' funds | |||
| Share capital | 230,391,627 | 230,391,627 | |
| Own shares | (7,686,952) | (7,686,952) | |
| Reserves | 819,711,705 | 798.881,018 | |
| Consolidated net income/(loss) for the period | 4,894,957 | 51,562,881 | |
| 1,047,311,337 | 1,073,148,574 | ||
| Non-controlling interests | 4,612,244 | (636,155) | |
| Total Shareholders' funds | 1,051,923,581 | 1,072,512,419 | |
| Liabilities | |||
| Non-current liabilities | |||
| Loans | 2,380,456 | 3.289.931 | |
| Lease liabilities | 10,287,306 | 11.156.725 | |
| Provisions | 30.384.307 | 30,848,948 | |
| Deferred tax liabilities | 22.680.262 | 22,277,675 | |
| Other non-current liabilities | 220,999 | 4.150.043 | |
| Total non-current liabilities | 65,953,330 | 71,723,322 | |
| Current liabilities | |||
| Loans | 1,633,516 | 1,525,122 | |
| Trade creditors | 26,944,713 | 19.041.965 | |
| Lease liabilities | 3,371,859 | 3,448,361 | |
| Other creditors | 14,842,687 | 11,935,197 | |
| Income tax payable | 139,078 | 90,458 | |
| Other current liabilities | 25,151,534 | 22.724.638 | |
| Total current liabilities | 72,083,387 | 58.765.741 | |
| Total liabilities | 138,036,717 | 130.489.063 | |
| Total Shareholders' funds and liabilities | 1,189,960,298 | 1,203,001,482 | |
The notes are an integral part of the condensed consolidated financial statements.
For periods of 6 months ended on 30 June 2020 and 2019 (restated -Note 3)
| (Amounts expressed in Euro) | Notes | June 2020 (not audited) |
June 2019 (not audited and restated) |
|---|---|---|---|
| Sales | 8 | 43,810,725 | 50,312,697 |
| Services rendered | 8 | 25,799,481 | 24,219,290 |
| Other operating revenues | 1,092,017 | 964.104 | |
| 70,702,223 | 75.496.091 | ||
| Cost of sales | (39, 137, 678) | (44,897,669) | |
| External supplies and services | (11, 645, 381) | (12, 129, 974) | |
| Staff expenses | (22, 418, 651) | (22,402,413) | |
| Depreciation and amortisation | (4,490,466) | (4,170,175) | |
| Provisions | (102, 789) | (42, 812) | |
| impairment losses | (14, 289) | (39,313) | |
| Other operating costs | (178, 865) | (201, 386) | |
| (77,988,119) | (83,883,742) | ||
| Gains and losses in associated companies and companies jointly controlled | 6 | 10,216,032 | 19,180,865 |
| Other financial expenses | (2,151,672) | (886,150) | |
| Other financial income | 1,650,734 | 906.362 | |
| Current income / (loss) | 2,429,198 | 10,813,426 | |
| Income taxation | 1,578,418 | 1,641,364 | |
| Consolidated net income/(loss) for the period of continued operations | 4,007,616 | 12,454,790 | |
| Consolidated net income/(loss) for the period of discontinued operations | 4.041.952 | ||
| Consolidated net income/(loss) for the period | 4,007,616 | 16,496,742 | |
| Attributed to: | |||
| Shareholders of parent company | 4,894,957 | 17,471,145 | |
| Non-controlling interests | (887, 341) | (1,199,642) | |
| Non-controlling interests (discontinued operations) | 225,239 | ||
| Earnings per share | |||
| Including discontinued operations | |||
| Basic | 0.02 | 0.06 | |
| Diluted | 0.02 | 0.06 | |
| Excluding discontinued operations | |||
| Basic | 0.02 | 0.06 | |
| Diluted | 0.02 | 0.06 |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
For periods of 6 months ended on 30 June 2020 and 2019 (restated -Note 3)
| (Amounts expressed in Euro) | Notes | June 2020 (not audited) |
June 2019 (not audited and restated) |
|---|---|---|---|
| Consolidated net income / (loss) for the period | 4.007.616 | 16,496.742 | |
| 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 | (2,668,501) | (1,911,544) |
| Changes in currencu translation reserve and other | 123.079 | 328.320 | |
| 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 | ь | (676, 907) | (1,688,496) |
| Fair value of investments | (2,058,885) | ||
| Consolidated comprehensive income for the period | (1, 273, 598) | 13,225,022 | |
| Attributed to: | |||
| Shareholders of parent company | (386, 257) | 14.199.425 | |
| Non-controlling interests | (887, 341) | (974,403) |
The notes are an integral part of the condensed consolidated financial statements.
For periods of 6 months ended on 30 June 2020 and 2019 (restated -Note 3)
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | Share premium | Legal reserves | Reserves of own shares |
Other reserves | $Non-$ Total reserves - controlling interests |
Net income / (loss) |
Total | |
| 2020 Balance at 31 December 2019 |
230,391,627 | (7,686,952) | 775,290,377 | 18,545,192 | 7,686,952 | (2,641,503) | 798,881,018 | (636, 155) | 51,562,881 | 1,072,512,419 |
| Appropriation of the consolidated net result of 2019 Transfers to other reserves Dividend Distribution |
2.138.733 | 49.424.148 (25,378,829) |
51,562,881 (25.378.829) |
(175,000) | (51, 562, 881) | (25, 553, 829) | ||||
| Deferred tax liabilitu of fair value of investments Increase in share capital in subsidiaries |
(160, 712) | (160, 712) | 6,000,000 | (160, 712) 6,000,000 |
||||||
| Consolidated comprehensive income for the period ended at 30June 2020 Other changes |
(5,383,893) 191.240 |
(5,383,893) 191.240 |
(887, 341) 310.740 |
4,894,957 | (1, 376, 277) 501.980 |
|||||
| Balance at 30 June 2020 | 230,391,627 | (7,686,952) | 775,290,377 | 20,683,925 | 7,686,952 | 16,050,451 | 819,711,705 | 4,612,244 | 4,894,957 | 1,051,923,58 |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | Share premium | Legal reserves | Reserves of own shares |
Other reserves | Non- Total reserves - controlling interests |
Net income / (loss) |
Total | |
| 2019 Balance at 31 December 2018 (restated) Appropriation of the consolidated net result of 2018 |
230.391.627 | (7,686,952) | 775290.377 | 17.701.887 | 7,686,952 | (23,955,767) | 776.723.449 | 668,928 | 69,035,562 | 1,069,132,614 |
| Transfers to other reserves Dividend Distribution |
843.305 | 68.192.257 (34,246,131) |
69.035.562 (34,246,131) |
(110,000) | (69,035,562) | (34,356,131) | ||||
| Consolidated comprehensive income for the period ended at 30June 2019 (restated) Impacts of fair value adjustments in Goodwill (restated) Other changes |
(3271720) | (3.271.720) | (974, 403) 657.737 (25.535) |
17.471.145 | 13225.022 657,737 (25.535) |
|||||
| Balance at 30 June 2019 | 230.391.627 | (7,686,952) | 775290.377 | 18.545.192 | 7.686.952 | 6.718.639 | 808.241.160 | 216.727 | 17.471.145 | 1.048.633.70 |
The notes are an integral part of the condensed consolidated financial statements.
For periods of 6 months ended on 30 June 2020 and 2019 (restated -Note 3)
| (Amounts expressed in Euro) | June 2020 (not audited) |
June 2019 (not audited) |
||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debtors | 63.414.977 | 97,403,169 | ||
| Pauments to trade creditors | (45, 420, 826) | (59,817,266) | ||
| Pauments to emplouees | (22, 566, 254) | (44,027,471) | ||
| Cash flows generated by operations | (4, 572, 103) | (6,441,568) | ||
| Payments / receipts relating to income taxes | (112, 260) | (1,338,066) | ||
| Other receipts / payments relating to operating activities | (1,500,978) | 436,667 | ||
| Cash flows from operating activities (1) | (6, 185, 341) | (7,342,967) | ||
| Investing activities | ||||
| Receipts from: | ||||
| Financial investmens | 8,323,096 | |||
| Tangible assets | 20,586 | 34.583 | ||
| Intangible assets | 686,176 | (7,203) | ||
| Interest and similar income | 323,984 | 284,532 | ||
| Payments for: | ||||
| Financial investments | (4,329,572) | (13,250,434) | ||
| Tangible assets | (545, 794) | (912, 342) | ||
| Intangible assets | (813, 617) | (493, 879) | ||
| Cash flows from investing activities (2) | (4,908,169) | 29,470,140 | ||
| Financing activities | ||||
| Receipts from: | ||||
| Capital increases, supplementary capital and share premium | 6.000.000 | |||
| Loans obtained | 500,000 | |||
| Payments for: | ||||
| Leasing | (1,957,818) | (2,644,016) | ||
| Interest and similar expenses | (140, 120) | (519,513) | ||
| Loans obtained | (1,306,717) | (1,527,194) | ||
| Cash flows from financing activities (3) | (22, 458, 484) | (39,046,854) | ||
| Net cash flows $(4)=(1)+(2)+(3)$ | (33,551,994) | (16, 919, 681) | ||
| Effect of the foreign exchanges | (31, 985) | 14,968 | ||
| Cash and cash equivalents at the beginning of the period | 255,876,965 | 228,550,322 | ||
| Cash and cash equivalents at the end of the period | 222,292,986 | 210,969,333 |
The notes are an integral part of the condensed consolidated financial statements.
SONAECOM, SGPS, S.A. (hereinafter referred to as 'the Company' or 'Sonaecom') was established on 6 June 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 ('the Group').
On June 1, 2000, the company was admitted to trading on Euronext Lisbon, however, with effect from February 24, 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 currencu have been converted into euros using the average exchange rates at the reporting date.
The condensed consolidated financial statements for the period ended at 30 June 2020, 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 31 December 2019. The accounting policies and measurement criteria, adopted by the group at 31 March 2020 are consistent with those used in the preparation of 31 December 2019 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 2020 which had no material impact on the Group's condensed financial statements.
No material errors from previous periods have been corrected.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union, and have mandatory application to the financial years beginning on or after 1 January 2020 and were first adopted in the period ended at 30 June 2020:
IFRS 3 (amendment): Business combinations (Amendment to the definition of business)
IFRS 9, IAS 39 and IFRS 7 (amendment): Reform of the reference interest rates (Introduction of exemptions to hedge accounting in order that the reform of the reference interest rates does not determine the cessation of hedge accounting)
-IAS 19 (amendment): Employee benefits (Requires to use updated assumptions to calculate the remaining liabilities after updating, cutting or settling benefits, with an impact on the income statement, except for the reduction of any excess falling under the scope of "asset ceiling")
-IAS 1 and IAS 8 (amendment): Presentation of the financial statements and accounting policies, changes in accounting estimates and errors (Update of the definition of material, when applying the standards to the financial statements as a whole). Conceptual structure - Changes in the reference to other IFRS (Change to some IFRS in relation to cross-references and clarifications on the application of the new definitions of assets / liabilities and expenses / income).
Regarding the new standards that became effective in the financial years beginning on or after 1 January 2020, the Group concluded that the application of these standards did not have a materially effect on the financial statements.
During the period ended at 30 June 2020, to ensure the comparability of the financial statements, the condensed consolidated financial statements for the period ended at 30 June 2019 were restated by the effects described below:
In July 2019, the We Do Group composed by We Do Consulting – Sistemas de Informação, S.A. (with a share capital held of 100% by Sonae Investment Management - Software and Technology, SGPS, S.A.), Cape Technologies Limited (100% owned by We Do Consulting - Sistemas de Informação, S.A.), Wedo do Brasil Soluções Informáticas, Ltda (99.91% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies Americas, Inc (100% owned by Cape Technologies Limited), We Do Technologies BV (100% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies BV - Malaysian Branch (100% owned by We Do Technologies BV), We Do Chile (100% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies Egypt LLC (90% owned by We Do Technologies BV and 10% by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies España - Sistemas de Informação, S.L. (100% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies (UK) Limited (100% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies Mexico, S de R.L. (99.999% owned bu We Do Technologies BV and 0.001% by We Do Consulting - Sistemas de Informação, S.A.) and by Tecnológica Telecomunicações, LTDA. (99.99% owned by Wedo do Brasil Soluções Informáticas, Ltda) was sold to Mobileum Inc. The Group was classified, for presentation purposes, as a discontinued operation.
As envisaged by IFRS 5, changes were made in the Consolidated Statements of Income by nature for the period ended at 30 June 2019 to reflect in a single item ('Net income for the period of discontinued operations'), on the income statement, the after-tax profits or losses of the discontinued operations.
In December 2018 with the acquisition of Excellium Group, a Goodwill was recorded although the allocation of the purchase price is subject to changes until the completion of the one year period from the date of acquisition, as permitted by IFRS 3 Business Concentrations.
In June 2019, the fair value of the identifiable assets acquired, and liabilities assumed was measured.
As provided in IFRS 3, the provisional amounts recognised at the acquisition date were retrospectively adjusted to reflect the new information obtained on facts and circumstances that existed at the acquisition date and that, if known, would have affected the measurement of the recognised amounts in this date.
The impacts of restating the consolidated accounts in accordance with the changes described above for the period ended on 30 June
2019 can be summarised as follows:
| (Amounts expressed in Euro) | June 2019 (reported) |
Goodwill Excellium's fair value adjustments |
Restatement of We Do Group's contribution to discontinued units |
June 2019 (restated) |
|---|---|---|---|---|
| BALANCE SHEET | ||||
| Non-current assets | ||||
| Goodwill | 36,302,376 | (229, 904) | 36.072.472 | |
| Current assets | ||||
| Other current assets | 20,596,696 | 581,219 | 21,177,915 | |
| Shareholders' funds | ||||
| Non-controlling interests | 501,562 | (284, 835) | 216,727 | |
| Non-current liabilities | ||||
| Deferred tax Liabilities | 13,706,204 | 591,839 | 14,298,043 | |
| Other non-current liabilities | 6,869,847 | (650, 346) | 6,219,501 | |
| Current liabilities | ||||
| Other current liabilities | 34,501,599 | 687,504 | 35,189,103 | |
| STATEMENT OF COMPREHENSIVE INCOME | ||||
| Total Revenues | 101.978.464 | (687,506) | (25,794,867) | 75,496,091 |
| External supplies and services | (20,123,004) | 581,219 | 7,411,811 | (12, 129, 974) |
| Other operating costs | (82,735,871) | 15,152,278 | (67, 583, 593) | |
| Depreciation and amortisation | (7,517,595) | 3,347,420 | (4,170,175) | |
| Gains and losses in associated companies and companies jointly controlled | 19,180,865 | 19,180,865 | ||
| Other financial expenses | (2,142,205) | 1,256,055 | (886,150) | |
| Other financial income | 1734,281 | (827,919) | 906,362 | |
| Income taxation | 881,211 | 118,368 | 641,785 | 1,641,364 |
| Net income/(loss) for the year of continued operations | 11,256,146 | 12,081 | 1,186,563 | 12,454,790 |
| Net income/(loss) for the year of discontinued operations | 5,228,516 | (1, 186, 563) | 4,041,952 | |
| Non-controlling interests | (1,204,570) | 4,928 | (1, 199, 642) | |
| Non-controlling interests (discontinued operations) | 225,239 | 225,239 |
Group companies included in the consolidation through full consolidation method, their head offices, main activities, shareholders and
percentage of share capital held at 30 June 2020 and 2019, are as follows:
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct | Effective* | Direct | Effective* |
| Parent company SONAECOM, S.G.P.S., S.A. ('Sonaecom') |
Maia | Management of shareholdings. | |||||
| Subsidiaries | |||||||
| 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. |
Sonae IM | 100% | 100% | 100% | 100% |
| Bright Ventures Capital, SCR, S.A. | Lisbon | Realization of investment in venture capital, management of venture capital funds and investment in venture capital fund units. |
Bright | 100% | 100% | 100% | 100% |
| Cape Technologies Limited ('Cape Technologies') (b) | Dublin | Rendering of consultancy services in the area of information systems. | We Do | Alienated | 100% | 100% | |
| Digitmarket - Sistemas de Informação, S.A. ('Digitmarket' - using the brand 'Bizdirect') |
Maia | Development of management platforms and commercialisation of products, services and information, with the internet as its main support. |
Sonae IM | 75.00% | 75.00% | 75.00% | 75.00% |
| Excellium Group, S.A. ('Excellium') | Contern | Excellium assist enterprises to perform business and risk assessments, define security policies and procedures, respond to security incidents and deliver computer forensics services. |
Sonaecom CSI | 59.20% | 59.20% | 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. |
Sonaecom CSI | 59.20% | 59.20% | 59.20% | 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. |
Sonaecom CSI | 59.20% | 59.20% | 59.20% | 59.20% |
| Excellium Factory SARL ('Excellium Factory') | Raouad-Ariana | Vehicle for the Excellium product development in Africa. | Sonaecom CSI | 80.00% | 47.36% | 80.00% | 47.36% |
| 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. |
Sonae IM | 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') | Lisbon | Venture Capital Fund | Sonae IM | 50.13% | 50.13% | 50.13% | 50.13% |
| Maia | Sonae IM | 25% | 25% | ||||
| Fundo Bright Tech Innovation I - ('Bright Tech Innovation I') (c) | Venture Capital Fund | Sonaecom | 25% | 25% | $\sim$ | ||
| 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% |
| Praesidium Services Limited ('Praesidium Services') | Berkshire | Rendering of consultancy services in the area of information systems. | Sonae IM | 100% | 100% | 100% | 100% |
| Público - Comunicação Social, S.A. ('Público') | 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% | 80.90% | 100% | 80.90% |
| S21 Sec Gestion, S.A. ('S21 Sec Gestion') | 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. |
Sonaecom CSI | 80.90% | 80.90% | 80.90% | 80.90% |
| S21 Sec Information Security Labs, S.L. ('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% | 80.90% | 100% | 80.90% |
| S21 Sec, S.A. de CV ('S21 Sec, S.A. de CV') | Mexico City | Computer consulting services | S21 Sec Gestion S21 Sec Labs |
99.9996% 0.0004% |
80.90% | 99.9996% 0.0004% |
80.90% |
| Sonaecom - Cyber Security and Intelligence, SGPS, S.A. ('Sonaecom CSI') |
Maia | Management of shareholdings. | Sonae IM | 100% | 100% | 100% | 100% |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') | Maia | Support, management consulting and administration, particularly in the areas of accounting, taxation, administrative procedures, logistics, human Sonaecom resources and training. |
100% | 100% | 100% | 100% |
* Sonaecom effective participation
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||
| Company (Commercial brand) | Head office | Main activitu | Shareholder | Direct | Effective* | Direct | Effective* |
| Sonae Investment Management - Software and Technology, SGPS, S.A. ('SonaelM') |
Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% |
| Taikai, LTDA ('Taikai') (a) | Oporto | Research, design and development of products and services in the field of information technologies, as well as investment and training related to the development of new business information sustems. |
Bright | 99.01% | 99.01% | ||
| Tecnológica Telecomunicações, LTDA. ('Tecnológica') (b) | Rio de Janeiro | Rendering of consultancy and technical assistance in the area of IT sustems and telecommunications. |
We Do Brasil | Alienated | 99.99% | 99.90% | |
| We Do Consulting - Sistemas de Informação, S.A. ('We Do') (b) | Maia | Rendering of consultancy services in the area of information systems. | Sonae IM | Alienated | 100% | 100% | |
| Wedo do Brasil Soluções Informáticas, Ltda. ('We Do Brasil') (b) | Rio de Janeiro | Commercialisation of software and hardware; rendering of consultancy and technical assistance related to information technology and data processing. |
We Do | Alienated | 99.91% | 99.91% | |
| We Do Technologies Americas, Inc ('We Do USA') (b) | Delaware | Rendering of consultancy services in the area of information systems. | We Do | Alienated | 100% | 100% | |
| We Do Technologies BV ('We Do BV') (b) | Amsterdam | Management of shareholdings. | We Do | Alienated | 100% | 100% | |
| We Do Technologies BV - Malaysian Branch ('We Do Malásia') (b) | Kuala Lumpur | Rendering of consultancy services in the area of information systems. | We Do BV | Alienated | 100% | 100% | |
| We Do Chile ('We Do Chile') (b) | Santiago do Chile |
Rendering of consultancy services in the area of information systems. | We Do | Alienated | 100% | 100% | |
| We Do Technologies Egypt LLC ('We Do Egypt') (b) | Cairo | Rendering of consultancu services in the area of information sustems. | We Do BV Alienated We Do |
90% 10% |
100% | ||
| We Do Technologies España - Sistemas de Informação, S.L. ('We Do España') (b) |
Madrid | Rendering of consultancy services in the area of information systems. | We Do | Alienated | 100% | 100% | |
| We Do Technologies (UK) Limited ('We Do UK') (b) | Berkshire | Rendering of consultancy services in the area of information systems. | We Do | Alienated | 100% | 100% | |
| We Do Technologies Mexico, S de R.L. ('We Do México') (b) | Mexico Citu | Rendering of consultancy services in the area of information systems. | We Do We Do BV |
Alienated | 0.001% 99.999% |
100% | |
* Sonaecom effective participation
-somecommencement purcuppies
(a) In November 2019, a capital increase was made at Taikai, which Sonae IM did not subscribe to, resulting in the dilution of its participation and consequent loss of control and significant i
During the periods ended at 30 June 2020 and 2019, the following changes occurred in the composition of the Group:
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2020 | ||
| Sonae IM | Sales Layer Tech, S.L. ('Sales Layer') (note 7) | Mar-20 |
| Fundo Bright Vector I | Portugate S.A. ('Replai') (note 7) | Jun-20 |
| Shareholder | Subsidiaru | Date |
|---|---|---|
| 2019 | ||
| Sonae IM | Fundo de Capital de Risco Armilar Venture Partners Inovação e Internacionalização ('Armilar I+I') - increase (note 6) |
$Jan-19$ |
| Sonae IM | ViSenze Pte. Ltd ('ViSenze') (note 7) | Feb-19 |
| Sonae IM | Case on IT, S.L. ('Case on IT') (note 7) | Feb-19 |
| Sonae IM | CB-4, Ltd ('CB-4') (note 7) | Feb-19 |
| Fundo Bright Vector I | Automaise, Lda ('Automaise') (note 7) | Mar-19 |
| Fundo Bright Vector I | Social Disruption Marketing Agency, Lda ('Sway') (note 7) | Apr-19 |
| Sonae IM | Cellwize Wireless Technologies Ltd. ('Cellwise') (note 7) | $May-19$ |
| Bright | Fude, Inc. ('Fude') (note 7) | Jun-19 |
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2020 | ||
| Sonae IM and Sonaecom | Bright Tech Innovation I | Jun-20 |
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2019 | ||
| Sonae IM | Saphetu | Mar-19 |
| Saphety Saphety |
Saphety Brasil | Mar-19 |
| Saphety Colombia | Mar-19 |
In March 2019, the companies that are part of the Saphety Group were alienated by the amount of EUR 8,580,809 (includes the amount of EUR 2,723,878 related to loans) to its management team, supported by Oxy Capital. As a result of the value of sale and the derecognition of the Saphety Group, an add value of EUR 4,933,947 was registered, as detailed below:
| Saphety Group | |
|---|---|
| (Amounts expressed in Euro) | March 2019 |
| Derecognised assets | |
| Tangible assets | (280,044) |
| Intangible assets | (2,303,459) |
| Rights of use | (1,487,795) |
| Deferred tax assets | (123, 408) |
| Trade debtors | (2,725,770) |
| Other current debtors | (209, 344) |
| Other current assets | (831, 324) |
| Cash and cash equivalents | (257, 712) |
| (8,218,856) | |
| Derecognised liabilities | |
| Loans obtained | 154,202 |
| Trade creditors | 662,099 |
| Other current creditors | 597,649 |
| Other current liabilities | 2,484,972 |
| 3,898,922 | |
| Total net assets derecognised | 4,319,934 |
| Total net assets derecognised of non-controlling interests | (571, 288) |
| Exchange reserves | (101, 784) |
| Total net assets derecognised after non-controlling interests | 3,646,862 |
| Amount received | 8,580,809 |
| Gain / (loss) resulting from the sale | 4,933,947 |
| Shareholder | Subsidiarı | Date |
|---|---|---|
| 2019 | ||
| Sonae IM | We Do Australia | Mar-19 |
| S21 Sec Gestion | S21 Sec Brasil | $Jun-19$ |
In May 2019 an absorption merger proceeded between the incorporating company S21 Sec Gestion, S.A. and the incorporated company Nextel, S.A., which the S21 Sec Gestion, SA incorporated, with retroactive accounting effects as from 1 January 2019, this company's entire operating activity, as well as Nextel's global transfer of its assets to book value. This merger had no impact on Sonaecom's consolidated accounts for the period ended at 30 June 2019.
The associated companies and the companies jointly controlled, their head offices, percentage of ownership and value in profit and loss statement at 30 June 2020 and 2019 are as follows:
| Percentage of ownership | Value in profit and loss statement | ||||||
|---|---|---|---|---|---|---|---|
| 30 June 2020 | 30 June 2019 | 30 June 2020 | 30 June 2019 | ||||
| Head Office | Direct | Total | Direct | Total | |||
| ZOPT, SGPS, S.A. ('ZOPT') (a) | Oporto | 50.00% | 50.00% | 50.00% | 50.00% | 10,555,528 | 20,656,000 |
| Unipress - Centro Gráfico, Lda. ('Unipress') | Vila Nova de Gaia | 50.00% | 50.00% | 50.00% | 50.00% | (17, 591) | 47,247 |
| SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. ('Rádio Nova') |
Oporto | 50.00% | 50.00% | 50.00% | 50.00% | (34, 819) | 25,411 |
| Intelligent Big Data, S.L. ('Big Data') (b) | Gipuzcoa | 50.00% | 50.00% | 50.00% | 50.00% | (526) | (113) |
| Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) |
Lisboa | 50.74% | 50.74% | 50.74% | 50.74% | 137,923 | 135,627 |
| Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) (c) |
Lisboa | 42.80% | 42.80% | 42.73% | 42.73% | 328,922 | (869,035) |
| Fundo de Capital de Risco Armilar Venture Partners Inovação e Internacionalização (Armilar Lisboa $ + $ |
38.25% | 38.25% | 38.25% | 38.25% | (666, 862) | (264, 496) | |
| Secucloud Network GmbH ('Secucloud') | Hamburg | 27.45% | 27.45% | 27.45% | 27.45% | (90, 928) | (524, 314) |
| Probe.lu | Lisbon | 21.21% | 21.21% | 21.21% | 21.21% | 4,385 | (8,071) |
| Suricate Solutions | Luxembourg | 20.00% | 11.84% | 20.00% | 11.84% | (16, 356) | |
| Alfaros SAR | Tunisia | 40.00% | 23.68% | 40.00% | 23.68% | (1,035) | |
| Total | 10,216,032 | 19,180,865 |
(a) Includes the incorporation of the results of the subsidiaries in proportion to the capital held.
(b) Company directly owned by S21 Sec Gestion
(b) Company directly owned by S21 Sec Gestion
(c) In November 2019 a capital increase of EUR 206,295 respectively was subscribed, resulting in a variation of the effective part
As a result of the Funds' legislation, Sonaecom does not have control over them, since it does not have control over its management entity.
In accordance with the IFRS 11, the classification of investments in companies jointly controlled is determined based on the existence of an agreement that clearly demonstrate and regulate the joint control. The Group held associated and jointly controlled companies, as decomposed below.
The division by company of the amount included in the investments in associated companies and join controlled at 30 June 2020 and 31 December 2019 is as follows:
| 30 June 2020 | 31 December 2019 | |||||
|---|---|---|---|---|---|---|
| Ownership value | Goodwill | Total investment | Ownership value | Goodwill | Total investment | |
| Investments in companies jointly controlled | ||||||
| Zopt | 561.906.864 | 87.527.500 | 649,434,364 | 554.696.744 | 87,527,500 | 642,224,244 |
| Unipress | 462.726 | 321,700 | 784.426 | 480,317 | 321,700 | 802,017 |
| SIRS | 14,626 | 14,626 | 14.626 | 14,626 | ||
| 553,392,312 | 87,849,200 | 650,233,416 | 555191,687 | 87,849,200 | 643,040,887 | |
| Investments in associated companies | ||||||
| Armilar II | 94,349,319 | 94,349,319 | 94,176,915 | 94,176,915 | ||
| Armilar III | 33,119,007 | $\overline{\phantom{a}}$ | 33,119,007 | 32,707,854 | 32,707,854 | |
| Armilar I+I | 16,223,368 | 16,223,368 | 17,056,946 | 17,056,946 | ||
| Secucloud | (2,450,566) | 4,419,742 | 1,969,176 | (2,359,638) | 4,419,742 | 2,060,104 |
| Probe.lu | (115, 287) | 297,168 | 181,881 | (119,672) | 297,168 | 177,496 |
| Suricate Solutions | 31,281 | 31,281 | 4,942 | 4,942 | ||
| Alfaros SARL | 4,938 | 4,938 | 31,278 | 31,278 | ||
| 141,741,429 | 4,716,910 | 145,878,970 | 141,498,625 | 4,716,910 | 146,215,535 | |
| Total | 695,133,741 | 92,566,110 | 796,112,386 | 696,690,312 | 92,566,110 | 789,256,422 |
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 this context of uncertainty regarding the level of evolution and contagion of the COVID-19, strong economic slowdown and estimated changes to the consumption pattern of the Portuguese, the business plans prepared in the year of 2019, are under review in face of the new reality. Regarding the ZOPT's participation, it has already been negatively impacted due to the negative impacts verified in some business areas as described below.
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, it is not expected to have relevant consequences for the operational management of companies, in addition to restrictions on the distribution of dividends in these companies.
At 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT of the communication received from the Lisbon Central Criminal Instruction Court ('Court') to proceed to the preventive arrest of 26.075% of NOS' share capital, corresponding to half the shareholding 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. at the order of the court. The other half of ZOPT's participation in NOS' share capital, corresponding to an identical percentage of 26.075% - 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. At 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.
In the beginning of April, NOS announced that it had entered into an agreement with Tofane Global, SAS for the sale of the entire share capital of NOS International Carrier Services SA to iBasis, a wholly-owned subsidiary of Tofane and another, for the provision of Group companies. NOS for international voice and SMS wholesale services, which were previously provided by NOS ICS. The conclusion of this agreement was subject to non-opposition by the Competition Authority. Completion of this agreement occurred on 29 June 2020. The sale price amounts to 9.6 million euros and the receipt of 5.5 million euros will take place over 5 years.
During the period ended at 30 June 2020, resulting from the sale of NOS ICS and the respective classification of the company as a discontinued operating unit, the comparative periods, in the consolidated income statement, were restated.
The evolution in provisions occurred during the first quarter of 2020 compared to 31 December 2019 was as follows:
At the beginning of March 2020, the parties were notified of the scheduled judicial due diligence for 17 April 2020, with a view to scheduling the acts to be carried out at the final hearing, establishing the number of sessions and their likely duration, as well as the designation of the respective dates and, also, attempted conciliation. However, in view of the contingency period in which we find ourselves, this judicial process was cancelled. It is the understanding of the Board of Directors, corroborated by the 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, however, it is not possible to determine the outcome of the action.
The process has already been redistributed and the previous hearing was scheduled for April 2020. However, in view of the contingency period in which we find ourselves, the above mentioned judicial procedure was cancelled and and rescheduled for September 2020. The Board of Directors is convinced that the arguments used by the author are not justified, which is why it is believed that the outcome of the proceeding should not result in significant impacts for the Group's financial statements.
In 2020, due to the foreseeable sharp reduction in the collection of these penalties, as a direct consequence of the slowdown in the Portuguese economy due to the measures adopted to combat the new coronavirus COVID-19, NOS recognised expected credits losses to all penalties billed to customers and not provisioned, in the amount of approximately EUR 7.0 million.
At 30 June 2020, the amounts billed and to be received from these indemnities amount to EUR 110.7 million.
In the period ended on 30 June 2020, with the cancellation of the 2nd football league as a result of the pandemic Covid-19, the payment to these clubs, in the amount of EUR 0.7 million, is suspended.
At 14 April 2020, NOS Comunicações, SA and Cellnex Telecom, SA entered into an agreement whose purpose is to transfer to Cellnex the shares representing the entire share capital of NOS Towering, SA, encompassing the disposal of approximately 2,000 sites (towers and rooftops).
On the same date, the parties entered into a long-term agreement to whereby Cellnex will provide the NOS Group with active network hosting over the passive infrastructure acquired, for a period of 15 years, automatically renewed for equal periods. In addition, this agreement foresees a perimeter increase of up to 400 additional sites over the next 6 years.
The execution of these agreements is subject to the verification of the usual conditions in this type of transaction, notably, if applicable, the non-opposition by the Competition Authority.
The potential value of the agreements to be reached over a 6-year period is EUR 550 million, with an upfront payment of approximately EUR 375 million. The expected impact on pro forma operating cash flow for NOS in year 1 is approximately 22 million euros.
This agreement will enable NOS to continuously optimize and expand its state-of-the-art mobile network, while reinforcing its ability to invest in the long-term value of the company. By joining forces with Cellnex in Portugal, through this strategic partnership, NOS ensures the supply of current and future needs of its passive mobile infrastructure. In addition to this agreement, NOS will continue to pursue other investment efficiency opportunities.
The approval of this transaction, which constitutes a sale and lease back.
With the emergence, spread and infection of the new coronavirus (COVID-19), several measures were taken to contain the virus with very significant estimated impacts on the Portuguese economy, as well as in other economies, namely, limitations on travel rights and closure of several facilities and establishments.
This is a situation of uncertainty and very dynamic, which makes it extremely difficult to estimate impacts, which always have to consider several scenarios and countless variables. Evidence of this difficulty is the historical drops and sharp volatility of exchanges, all over the world.
The impacts on ZOPT through participation in NOS were already felt in the results of the first semester of 2020, with a drop in revenues, consolidated EBITDA and operational cash-flows of - 7.6% (EUR -54.9 million); - 6.3% (EUR - 20.8 million) and - 6.6% (EUR -7.5 million), respectively, which shows a reduction in activity in:
NOS is committed to support their customers during the current COVID-19 public health crisis. At a time when many Portugueses are changing their habits and routines and working remotely, keeping customers connected is the main objective of NOS. To this end, NOS facilitate access to services, through data offers, suspension of monthly payment of premium sports channels, reinforcement of the ability to implement business services and guaranteeing a safe and secure service in our stores, in order to safeguard customers, employees and partners. The NOS Telecommunications Network supports a set of basic services of our society, which include our National Health System. In this context of global health emergency, the maintenance of Portuguese communications is a fundamental task.
On the other hand, the projections made for the Portuguese economy, led to a reassessment of projections and estimates, resulted in the following impacts recognised in the first quarter of 2020:
Prudent liquidity risk management implies maintaining an adequate level of cash and cash equivalents to meet assumed liabilities, associated with the negotiation of credit lines with financial institutions.
For this reason, during the first quarter of 2020, NOS contracted EUR 280 million in new credit lines, of which EUR 100 million were used to settle credit lines that were due in 2020, subsequently refinanced, and EUR 180 million reinforced the availability of liquidity.
At 30 June 2020, the average maturity of the group's financing is 2.7 years, with no non-compliance with the covenants due to the reduction in results projected for this year, being expected.
Credit risk is essentially related to credit for services provided to customers, monitored on a regular business basis and for which expected credit losses are determined considering: i) the customer's risk profile; ii) the average receipt period; iii) the client's financial condition; and iv) future perspective of the evolution of the collections.
In the semester ended at 30 June 2020, as a direct consequence of the slowdown in the Portuguese economy due to the measures adopted to combat the new coronavirus COVID-19, the company recognized extraordinary expected credit losses of EUR 28.2 million, incorporating, in the projection model of future collections, the new projections released by Banco de Portugal for GDP growth and Unemployment rate for the next 3 years.
In terms of the projection of future impacts at NOS, these will depend on the extent, namely timing, of the spread of the virus and the respective containment measures, making it difficult to predict the scale of the impact, in the knowledge, however, that it will occur in the areas mentioned above. NOS 'capital structure is within the 2x Net Financial Debt / EBITDA After Leasings Payments (EBITDA -Leasings Payments (Capital and Interest)) threshold, so the Board of Directors of NOS believes that the company will overcome the negative impacts caused by this crisis, without jeopardizing business continuity, this conviction is demonstrated with the maintenance of the shareholders' remuneration policy with the payment of dividends on 3 July 2020.
At 30 June 2020 and 31 December 2019, this caption was composed as follows:
| 30 June 2020 | 31 December 2019 | |
|---|---|---|
| Arctic wolf | 12,101,193 | 12,101,193 |
| Ometria | 8,095,987 | 8,095,987 |
| Sixgill | 5,415,162 | 5,415,162 |
| Cellwize | 5,357,593 | 5,357,593 |
| CB4 | 4,368,720 | 4,368,720 |
| ViSenze | 3,459,140 | 5,260,238 |
| Case on IT | 2,930,744 | 2,930,744 |
| Daisy Intelligence | 2,406,623 | 2,406,623 |
| Reblaze | 2,352,438 | 2,352,438 |
| Nextail | 2,300,000 | 2,300,000 |
| Sales Layer | 2,500,358 | $\overline{\phantom{a}}$ |
| ciValue | 1,970,097 | 1,970,097 |
| StyleSage | 1,848,578 | 1,848,578 |
| Jscrambler | 1,250,000 | 1,250,000 |
| Whitefantasy | 640,804 | 640,804 |
| Replai | 600,000 | $\overline{\phantom{a}}$ |
| Fyde | $\overline{\phantom{a}}$ | 443,687 |
| Others | 1,986,058 | 1,625,158 |
| 59,583,495 | 58,367,022 |
At 30 June 2020, these investments correspond to shareholdings in unlisted companies in which the Group has no significant influence.
According to IFRS 9 these investment are defined as 'Investments at fair value through other consolidated comprehensive income' as they are held 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 designetd as investments at fair value trough other comprehensive income. For investments with a maturity of less than a year the acquision 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 consolidated comprehensive income.
In the periods ended at 30 June 2020 and 2019, the change in investments at fair value through other comprehensive income was as follows:
| 30 June 2020 | 30 June 2019 | |
|---|---|---|
| Opening balance | 58,367,022 | 28,101,682 |
| Acquisitions/Capital Increases | 3,275,358 | 12,016,171 |
| Fair value | (2,058,885) | |
| Closing balance | 59,583,495 | 40,117,853 |
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. American technology investors Lightspeed Venture Partners and Redpoint joined Sonae IM and Knollwood Investment Advisory in the Series B financing round. During 2018, the company closed in USD 45 million Series C financing round and at the end of 2019, launched a new USD 60 million Series D round, which ended in the beginning of 2020 with a significantly higher appreciation. Sonae IM participated in both rounds, reinforcing its participation.
Ometria is an English company with a customer marketing platform powered by Artificial Intelligence and with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was made by Sonae IM in 2017 in a Series A financing round, together with several strategic investors (including Summit Action, the Summit Series VC fund) and was reinforced in 2019 during a Series B financing round.
In December 2019, Sonae IM invested in Sixgill which is a leader in the cybersecurity intelligence market in the deep and dark web. Sixgill helps Fortune 500 companies, financial institutions, governments and law enforcement authorities to protect their finances, their networks and their reputation for cuber attacks that exist on deep, dark and surface webs. Its advanced technologu platform manages to automate all phases of the intelligence cycle - data collection, analysis and dissemination - providing organizations with unique and actionable information to protect their assets from various cuber threat scenarios, which are constantly evolving. The USD 15 million financing round was led by Sonae IM and REV Venture Partners, with the participation of Our Crowd, with previous investors, Elron and Terra Venture Partners, also participating in the investment round.
Cellwize provides network orchestration and automation solutions for global telecom operators, located in Israel. Cellwize, through a virtualised service orchestration platform, offers modular solutions for agile adoption of capabilities for 'zero-touch' automation on the network. Supports network operations, especially due to the increase in network density and complexity, driven by the adoption of 5G. ISonae IM invested in a USD 15 million lled by Deutsche Telekom Capital Partners.
ViSenze is a 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 a retention opportunity, generating additional revenue. In November 2018, Sonae IM co-led a USD 20 million Series C financing round with Gobi Partners that will allow the artificial intelligence company to further invest in penetration among smartphone manufacturers, as well as consumer applications and social communication.
CB4 is a company located in Israel that provides a patented artificial intelligence software solution for traditional retailers to identify and correct critical in-store operational problems. The investment was made in February 2019, as part of a USD 16 million Series B financing round led by Octopus Ventures and with the participation of Sonae IM. Existing investors Sequoia Capital and Pereg Ventures also participated in the round.
Case on IT is a Spanish company that developed a product called MedUx that is machine learning solution for the measurement, prediction and analysis of landline, mobile and television services quality. Medux measures the customer experience in markets that together serve more than 600 million users worldwide. The company launched a Series B investment round with Sonae IM.
The company develops an Artificial Intelligence (AI) platform for retail and insurance companies in order to improve their management and risk management performance. In 2019, Sonae IM, together with Framework Venture Partners, invested in a Series A financing round of CAD 10 million (about Euro 7 million).
Reblaze is a company located in Israel that provides propriety security technologies in a unified platform, shielding assets from threats found on the Internet. In 2018, the company launched a Series A investment round, led by Sonae IM together with JAL Ventures and Data Point Capital.
This Spanish company developed a cloud-based platform that combines artificial intelligence and prescriptive analytics to upgrade retailers' inventory management processes and store operations. In 2018, the company launched a USD 10.0 million Series A investment round, led by London and Amsterdam-based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Sonae IM and the current investor Nauta Capital. The new funding is being used to accelerate product development and double the size of the team as it grows internationally.
ciValue is a company located in Israel with offices in New York, Paris and Tel Aviv and is a disruptive provider of cloud-based Precision Marketing and Supplier Advertising Platforms for Retailers. In 2018, Sonae IM, together with Nielsen, led a USD 6 million Series A investment round.
Sales Layer is a company based in Spain with a cloud based product information management solution (Product Information Management or PIM), which helps brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Sonae IM recently led its Series A investment round.
The company is a strategic analytics SaaS platform that helps fashion, home and beaty retailers and brands with critical pre, in and post season decisions globally. Stylesage daily extracts product data from websites of e-commerce competitors around the world. Then, with innovative technology in machine learning and visual recognition, Stylesage treats, organizes and analyzes the huge amounts of data collected in a cloud-based dashboard that allows brands and retailers to make informed and targeted decisions in areas such as line planning., price optimization and global expansion.
Iscrambler is a Portuguese startup company and its main activity is develop a security solution to protect Web and Mobile Aplications (Javascript code). In 2018, the company launched a Series A investment round in the amount of USD 2.3 million, which was led by Sonae IM, with Portugal Ventures as a co-investor.
The company develops digital solutions and dedicates its activity to computer programming activities.
Replai is an artificial intelligence based tech company that uses algorithms to put together a set of highlights from any livestream competition, creating custom-made clips for each social network to maximise audiences and generating revenue for sponsors and advertisers.
At 30 June 2020 and 2019, this caption was composed as follows:
| 2020 | 2019 | |
|---|---|---|
| Technologies | 62,671,085 | 66,514,711 |
| Media and others | 6,939,121 | 8,017,276 |
| 69,610,206 | 74,531,987 |
The detail of unrecognised revenue related to performance obligations of contracts with customers not satisfied in the period ended at 30 June 2020, by type of contract and according to its duration, is as follows:
| Contract with customer duration | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 2020 2021 >2022 |
|||||||||
| Technologies: | |||||||||
| Cybersecurity | 4,050,587 | 6,442,612 | 3,563,265 | 2.316.799 | 16,373,263 | ||||
| Others | 23,559 23,559 |
47,118 | |||||||
| Total revenue from contracts with customers | 4,074,146 | 6,466,171 | 3,563,265 | 2,316,799 | 16,420,381 |
During the periods ended at 30 June 2020 and 2019, 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 most significant balances and transactions with related parties during the periods ended at 30 June 2020 and 2019 were as follows:
| Balances at 30 June 2020 |
||||||
|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications | Other assets | Other liabilities | Loans granted | |
| Parent Company (Sonae SGPS) | 3.881.303 | 4,797,055 | 914,598 | 11,948 | ||
| Companies jointly controlled | 6.056.754 | 407.894 | 4.700 | 13.355 | 211,323 | |
| Associated companies | 1,372,295 | |||||
| Others related parties | 9.257.430 | 88,382 | 3.564.535 | 102.350 | 611,716 | |
| 19.195.488 | 5,293,331 | 4,700 | 5.864.783 | 325,622 | 611,716 |
| Balances at 30 June 2019 |
||||||
|---|---|---|---|---|---|---|
| Accounts receivable | Accounts payable | Treasury applications | Other assets | Other liabilities | Loans granted | |
| Parent Company (Sonae SGPS) | 2.382.736 | 7.033.321 | 1,458.849 | 46.003 | ||
| Companies jointly controlled | 7.239.653 | 475.212 | 4.700 | 141.989 | 3.728.538 | |
| Associated companies | 1,300,351 | |||||
| Others related parties | 11.605.175 | 182.476 | 1.708.870 | 818.188 | ||
| 21,227,564 | 7,691,009 | 4.700 | 4,610,058 | 4,592,729 |
| Transactions at | |||||
|---|---|---|---|---|---|
| 30 June 2020 | |||||
| Sales and services | Supplies and services | Interest and similar | Interest and similar | Supplementary | |
| rendered | received | income | expense | income | |
| Parent Company (Sonae SGPS) | 18.191 | 158.011 | 314.212 | ||
| Companies jointly controlled | 6.526.046 | 376.438 | 81 | 127,000 | |
| Associated companies | 31.018 | 1,668 | |||
| Others related parties | 11.547.637 | 343,125 | 64,800 | 6,996 | 49,869 |
| 18.091.875 | 877.574 | 410,112 | 6,996 | 178.537 |
| Transactions at 30 June 2019 |
|||||
|---|---|---|---|---|---|
| Sales and services | Supplies and services | Interest and similar | Interest and similar | Supplementary | |
| rendered | received | income | expense | income | |
| Parent Company (Sonae SGPS) | 1411 | 47.015 | 175.760 | ||
| Companies jointly controlled | 9.375.325 | 685.324 | 83 | 147,000 | |
| Associated companies | 414 | 15.416 | $\overline{\phantom{a}}$ | ||
| Others related parties | 14,047,493 | 479,160 | 24,603 | 65 | 99,007 |
| 23,424,229 | 1,211,913 | 215,863 | -65 | 246,007 |
During the period ended on 30 June 2020, the company distributed as dividends the amount of EUR 6,724,906 to Sonae (EUR 9,074,572 in 2019) and EUR 16,107,239 to Sontel BV (EUR 21,735,069 in 2019).
During the period ended at 30 June 2019, the company recognised the amount of EUR 35,491,559, referring to dividends from Zopt.
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 at 30 June 2019 and 2018, no impairment losses have been recognised as accounts receivables of related parties.
In the periods ended at 30 June 2020 and 2019, the following business segments were identified:
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).
The segment 'Holding activities' includes 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 at 30 June 2020 and 2019 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 at 30 June 2020 and 2019, prepared in accordance with the same accounting policies and measurement criteria adopted
in the preparation of the consolidated financial statements, can b
| Media | Technologies | Holding Activities | Subtotal | Eliminations and others | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 2020 | June 2019 | June 2020 | June 2019 (restated) |
June 2020 | June 2019 | June 2020 | June 2019 (restated) |
June 2020 | June 2019 (restated) |
June 2020 | June 2019 (restated) |
|
| Revenues: | ||||||||||||
| Sales and services rendered (restated) | 6.482.561 | 7,951,258 | 62,870,853 | 66,306,182 | 171.250 | 179,537 | 69.524.664 | 74,436,977 | 85.542 | 95,010 | 69.610.206 | 74,531,987 |
| Other operating revenues (restated) | 224,480 | 316.607 | 801,927 | 642,987 | 19,925 | 1,066 | 1,090.840 | 1,112,401 | 151,344 | (134, 890) | 1,092,017 | 964,104 |
| Total revenues | 6,707,041 | 8,267,865 | 63,672,780 | 66.949.169 | 191,175 | 180,603 | 70,570,996 | 75,397,637 | 236,886 | (39,880) | 70,702,223 | 75,496,091 |
| Depreciation and amortisation (restated) | (596,079) | (507,061) | (3,669,176) | (3,435,884) | (15, 701) | (16, 871) | (4,280,956) | (3,959,816) | (209, 510) | (210, 359) | (4,490,466) | (4,170,175) |
| Provisions and impairment losses (restated) | (52, 939) | (59, 341) | (64, 139) | (22, 784) | (117,078) | (82, 125) | (117,078) | (82, 125) | ||||
| Net operating income / (loss) for the segment | (1, 917, 544) | (1,405,662) | (5,110,970) | (6,457,477) | (696, 821) | (679, 432) | (7,725,335) | (8,542,571) | 439,439 | 154,920 | (7,285,896) | (8,387,651) |
| Interest income (restated) Interest expenses (restated) |
9,436 | 2,664 | 93,084 | 173,495 | 488,123 | 456,428 | 590,643 | 632,587 | (159, 763) | (215, 475) | 430.880 | 417,112 |
| (8,394) | (13, 197) | (409,782) | (568, 713) | (984) | (1,560) | (419,160) | (583, 470) | 100.210 | 237,930 | (318,950) | (345,540) | |
| Gains and losses in associated companies and joint ventures (restated) |
(52, 410) | 72,657 | (287,086) | (1,547,792) | 10.555.528 | 20,656,000 | 10.216.032 | 19,180,865 | $\overline{\phantom{a}}$ | 10.216.032 | 19,180,865 | |
| Other financial results (restated) | (5,638) | (2,075) | (567,203) | (27,670) | (1,643,188) | 201,464 | (2,216,029) | 171.719 | 1,603,161 | (223,079) | (612, 868) | (51, 360) |
| Income taxation (restated) | 433.001 | 471,303 | 1.084.107 | 910,046 | 50,535 | 47,372 | 1,567,643 | 1,428,721 | 10.775 | 212,643 | 1,578.418 | 1,641,364 |
| Consolidated net income/(loss) for the period (restated) | (1,541,549) | (874, 310) | (5,197,850) | (7,518,111) | 8,753,193 | 20,680,272 | 2.013.794 | 12,287,851 | 1,993.822 | 166,939 | 4.007.616 | 12,454,790 |
| Consolidated net income/(loss) for the period of discontinued operations |
$\sim$ | $\overline{\phantom{a}}$ | $\sim$ | 3,794,325 | ٠ | 3,794,325 | $\sim$ | 247.627 | $\overline{\phantom{a}}$ | 4,041,952 | ||
| Attributable to: | ||||||||||||
| Shareholders of parent company (restated) | (1,541,549) | (874, 310) | (4,322,829) | (2,705,043) | 8.753.193 | 20,680,272 | 2,888,815 | 17,100,919 | 2.006.142 | 370,226 | 4,894,957 | 17,471,145 |
| Non-controlling interests (restated) | (875, 021) | (1,018,743) | (875, 021) | (1,018,743) | (12, 320) | 44,340 | (887, 341) | (974, 403) | ||||
| June 2020 December 2019 | June 2020 December 2019 | June 2020 December 2019 | June 2020 December 2019 | June 2020 | December 2019 | June 2020 December 2019 | ||||||
| Assets: | ||||||||||||
| Tangible and intangible assets and goodwill | 912.651 | 1,085,100 | 30.982.370 | 33,439,077 | 83.480 | 99,182 | 31,978,501 | 34,623,359 | 2,776.855 | 2,908,728 | 34.755.356 | 37,532,087 |
| Inventories | 254.194 | 230.916 | 48.477 | 9,445 | 302.671 | 240,361 | $\overline{\phantom{a}}$ | 302.671 | 240,361 | |||
| Investments in associated companies and joint ventures | 746,106 | 781,401 | 145,878,970 | 146,215,537 | 649,434,364 | 642,224,244 | 796,059,440 | 789,221,182 | 52,946 | 35,240 | 796,112,386 | 789,256,422 |
| Financial assets at fair value through other comprehensive income |
47,947 | 47,947 | 59,535,548 | 58,319,075 | 59,583,495 | 58,367,022 | $\overline{\phantom{a}}$ | 59,583,495 | 58,367,022 | |||
| Other non-current assets and deferred tax assets | 484,405 | 155,743 | 10,717,322 | 8,652,419 | 89,319,836 | 82,520,603 | 100,521,562 | 91,328,765 | (85,952,501) | (79,073,586) | 14,569,061 | 12,255,179 |
| Other current assets of the segment | 10.567.307 | 10,261,294 | 70,311,580 | 47,853,751 | 202,227,966 | 238,142,387 | 283,106,853 | 296,257,432 | 1,530,476 | 9,092,979 | 284,637,329 | 305,350,411 |
| Liabilities: | ||||||||||||
| Liabilities of the segment | 7,904,595 | 7,704,711 | 145,127,796 | 102,200,346 | 1,859,470 | 2,412,829 | 154,891,861 | 112,449,845 | (16,855,144) | 18,039,218 | 138,036,717 | 130,489,063 |
| CAPEX | 429,457 | 482,128 | 6,358,005 | 17,019,247 | 12,292,246 | 13,881,839 | 19,079,708 | 31,383,214 | (12, 259, 992) | (13, 128, 844) | 6,819,716 | 18,254,370 |
During the period ended at 30 June 2020 and 2019, the inter-segments sales and services were as follows:
| Media | Technologies | Holding Activities | |
|---|---|---|---|
| 2020 | |||
| Media | 143,617 | ||
| Technologies | 80,000 | ||
| Holding Activities | 1,453 | $\overline{\phantom{a}}$ | |
| External trade debtors | 6,482,561 | 62,725,783 | 91,250 |
| 6,482,561 | 62,870,853 | 171,250 | |
| 2019 | |||
| Media | 119,672 | ||
| Technologies | 35,000 | 79,905 | |
| Holding Activities | 2,709 | $\overline{\phantom{a}}$ | |
| External trade debtors | 7,916,258 | 66,183,801 | 99,632 |
| 7,951,258 | 66,306,182 | 179,537 |
During the periods ended at 30 June 2020, and 2019 sales and services rendered in the Media and Holding Activities segments were obtained predominantly in the Portuguese market, with this market representing approximately 97% and 100% of revenue, respectively.
During the period ended at 30 June 2020, for the Technologies segment, the Portuguese market is also dominant, representing 61.9% of revenue (65.6% in 2019) followed by the Spanish market representing 22.94% of revenue (18.87% in 2019).
The 1H20 was marked by COVID19 emergence in Europe and the subsequent formal national lock-down declared on 18th March. Gradual easing of restrictions have been announced since mid-May but under a difficult and challenging economic environment.
The financial and operational impacts are uneven in different segments and, so far, the Group's business operations have been affected in very different levels:
The potential impact that this situation may have depends on the level of evolution and contagion of the virus, so making projections difficult. However, at this stage, given the progressive easing of restrictive measures in Europe, the possibility of a second lock-down and the consequent financial crisis, still predict a challenging second half.
However, given the company's capital structure, with a significant amount in cash and bank deposits and a reduced amount of interestbearing debt, no material changes in the Company's liquidity are expected. Furthermore, Sonaecom will continue to implement all measures deemed appropriate to minimize their impacts, in line with the recommendation of the competent entities and in the best interest of all our stakeholders.
Disposal of NOS Towering, S.A.
At 7 July 2020, the Competition Authority communicated its non-opposition to the agreement signed in April between NOS
Comunicações and Cellnex for the sale of 100% of NOS Towering (note 6).
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. Forwa "future" or similar expressions.
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 are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause
actual results and developments to differ materially from those expressed in, or implied or project
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