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Sonae SGPS

Earnings Release May 17, 2023

1901_iss_2023-05-17_e9a2de80-ee35-4fc0-9c39-f305c1c3ea50.pdf

Earnings Release

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Results Report 1Q23

1Q23 Highlights

Key Financial Indicators

  • Consolidated turnover reached €1.9bn in the 1Q23, +12% yoy mainly impacted by the strong performances of MC and Worten.
  • Underlying EBITDA (uEBITDA) followed the top line trend and improved to €137m, representing a slightly lower margin than last year, sustained by continued efforts to absorb inflationary pressures in our businesses, especially in the food retail formats.
  • Net result (group share) amounted to €26m, significantly decreasing yoy, as the relevant reduction in energy costs was more than offset by increased funding costs, higher tax expenses, asset impairments and an increase in depreciations, due to the investment in the expansion and digitalization of our businesses.
  • Free Cash flow before dividend payment stood at €181m (L12M) and net debt slightly reduced yoy to €922m. Our financial position remains solid with a low level of leverage, significant available liquidity, and a good debt maturity profile.
  • Our portfolio NAV, based on market references, stood at €4.1bn, a +2.6% growth vs. YE22 figure, mainly fuelled by the solid performance of our businesses and some portfolio moves. At the holding level, LTV stood at 7.4%, 1.2pps below last year's level.

Portfolio Management Activity

  • Sonae acquired the remaining 10% stake in Sierra for €89m, a c.10% discount to NAV, following the put option exercise by Grosvenor. Sonae now holds 100% of Sierra.
  • Sonae agreed with Bankinter Consumer Finance a 50/50 partnership for the creation of a leading consumer credit operator in Portugal.
  • Bright Pixel continued its portfolio management activity with three new investments.
  • The voluntary general tender offer for the acquisition of Sonaecom SGPS, SA shares occurred between March 15th and April 14th 2023 and results were disclosed on April 17th . Sonae now owns 88.837% of share capital and 90.456% of voting rights of Sonaecom.
  • Already in 2Q23, Sonae together with Balaiko Firaja Invest S.L. notified JD Sports Fashion Plc ("JD Group") of their decision to exercise a Buy or Sell Option, foreseen in the existing shareholders' agreement of Iberian Sports Retail Group, SL.

CEO letter

The macroeconomic and geopolitical context remains complex and volatile in 2023. The lingering inflationary trends and increasing interest rates continued to pressure the disposable income of households, forcing consumers to adapt their spending habits. In Portugal, food inflation reached an abnormal level of 20.5% in the 1Q23 and represented a key concern for our teams. We continued to work hard to mitigate the impacts of this situation on our communities, namely by absorbing a significant part of these inflationary pressures in retail prices to customers .

Amidst this demanding environment, our retail banners maintained their focus on delivering great quality at the lowest prices, while continuing to excel in their operational efficiency. Our real estate business, Sierra, saw tenant sales outpace pre -pandemic levels, showing the resilience and high quality of its assets, while continuing to expand its service activity. NOS also grew supported by both telco and cinemas businesses, and positively impacted Sonae results.

As such, in the 1Q23, consolidated turnover increased by 12% yoy to €1.9bn and EBITDA grew 9% yoy to €161m, although with a n impact on margin ( -0.3pps) as the lower energy costs were not sufficient to offset the abovementioned price investments in our retail operations .

Regarding our portfolio management activity, during the 1Q23, Sonae reached an agreement with Bankinter Consumer Finance for the creation of a leading consumer credit player in Portugal and acquired the remaining 10% in Sierra, now owning 100%, and Bright Pixel, our corporate venture arm, made 3 new minority investments.

All in all, the Group's operational performance, combined with the portfolio management activity , led to a FCF of €181m in the last 12 months, implying a further yoy net debt reduction. Already in April, our shareholders approved a dividend payment of 0.0537 euro per share, corresponding to a 5% yoy increase, aligned with our defined dividend policy.

Going forward, I know that our people will remain committed to our purpose, quickly adapting to respond to emerging risks and opportunities. Sonae will continue to provide shareholder support to its businesses, while future -proofing its investment portfolio and searching for new growth avenues to unlock long term value.

5

Cláudia Azevedo, CEO

Overview Key Data

€m 31.03.22 30.06.22 30.09.22 31.12.22 31.03.23
NAV 1 4,080 3,848 3,966 3,974 4,079
Market capitalization 2,084 2,342 1,649 1,870 2,010
Net Debt 931 1,103 1,022 540 922
€m 1Q22 R 1Q23 yoy L12M 22 R L12M 23 yoy
Turnover 1,669 1,873 12.2% 7,039 7,897 12.2%
Underlying EBITDA 124 137 10.9% 615 657 6.9%
Underlying EBITDA margin 7.4% 7.3% -0.1 p.p. 8.7% 8.3% -0.4 p.p.
EBITDA 147 161 9.0% 754 940 24.6%
Direct Result 42 32 -24.2% 300 439 46.3%
Net result group share 42 26 -38.3% 309 325 5.3%
Sale of assets 35 0 - 693 266 -61.6%
M&A capex -110 -114 -4.4% -220 -282 -28.3%
Free cash flow before dividends paid -378 -384 -1.4% 627 181 -71.0%
Dividends paid - - - -96 -169 -76.4%
1Y 3Y 5Y 10Y
Total Shareholder return 2 2% 27% 4% 8%

1 Based on market references 2 Source: Bloomberg.

R - Restated as Universo was considered as asset held for sale and all periods in 2022 were restated to consider this asset as discontinued operation.

Sonae's NAV, based on market references, amounted to €4.1bn at the end of the 1Q23, 2.6% above YE22 figure, mainly due to the increased shareholding in Sierra (+10%) at a discount from YE22 NAV and NOS' share price performance that more than offset the increase in average net debt.

In terms of operational performance and during 1Q23, Sonae's businesses continued to face a challenging macroeconomic environment with sharply rising inflation and cost pressure, notably from salaries. Nevertheless, Sonae's portfolio showed again a strong resilience reflected by improved performance, with total consolidated turnover of €1.9bn, +12% yoy and uEBITDA of €137m (+11% yoy), with a margin of 7.3%, just -9bps yoy.

Net result (group share) to €26m, in the

portfolio generated €133m during the last 12 months, implying an increase when compared to last year, mainly driven by the working capital variation in MC due to anticipation of

In terms of operational cash flow, our

1Q23.

Equity method consolidated businesses delivered an improved contribution yoy, mainly fuelled by NOS and consolidated EBITDA reached €161m at the end of 1Q23 (+9% yoy). Despite the improved operational performance of our portfolio, higher financial costs coupled with higher level of D&A driven by our businesses' store network expansion, led Direct Result to decrease to €32m and in www.sonae.pt.

NAV (€m) YE22 1Q23 Var %
Retail 2,249 2,242 -0.3%
Real estate 875 991 13.3%
Telco and technology 962 1,041 8.2%
Other businesses 121 121 0.0%
Holding -232 -315 -35.8%
o.w. net debt -248 -325 -30.9%
NAV 3,974 4,079 2.6%

Note: NAV based on market references and for more detail please see Investor Kit

€m L12M
March 22
L12M
March 23
EBITDA (inc. rents and taxes) 411 3
421
Working cap. and others -27 89
Operational capex -296 -377
Operational cash flow 88 133
Net financial activity -27 -26
M&A capex -220 -282
Sale of assets 693 266
Dividends received 91 90
FCF bef. dividends paid 627 181

payments to suppliers in 2021, in spite of higher investment levels, resuming to pre-pandemic levels, mainly from MC, Sierra and Worten. M&A capex exceeded cash-in from asset sales, and FCF before dividends payment reached €181m in the last 12 months. Therefore, even after dividends paid, consolidated net debt slightly decreased yoy to €922m.

Portfolio

Retail

MC – food retail

75% stake, fully consolidated

During 1Q23, the Portuguese food retail market remained challenging with consumer demand highly pressured by food inflation (20.5%) that continued to erode households' purchasing power. MC adapted its offer to respond to the evolving consumption backdrop, aiming to provide the best value at the lowest prices, through reinforced assortments, new savings opportunities and loyalty card promotions.

MC's top line grew 13.5% yoy to €1.5bn, with LfL standing at +11.8%, driven by MC's hypers and supers' turnover increasing by 8.9% and

17.4% yoy, respectively. Online sales also grew in the quarter, as Continente maintained its strong e-commerce leadership position in the Portuguese market.

In terms of profitability, the margin continued to be impacted by (i) MC's partial absorption of the inflationary price pressure, (ii) product mix and aggravated trading down movements, and (iii) increases in operational costs mainly due to inflation. However, the company's top line performance, as well as the results of its efficiency enhancing actions and the yoy reduction in energy costs (due to lower prices and increased efficiency), enabled MC to deliver a stable margin at 8.4% with uEBITDA increasing by 14% yoy to €124m in the 1Q23.

Capex in the period reached €49m, mainly related with the expansion and refurbishment of the store network and the optimization of technological and logistics capabilities. FCF stood at -€86m, in line with 1Q22 and resulting from the usual 1Q seasonal effect.

At the end of the 1Q23, MC's capital structure remained solid, with a net financial debt of €494m, a ratio of total net debt to uEBITDA of 2.8x (vs 2.9x in 1Q22) and an average maturity profile of more than 4 years.

Worten – electronics retail

100% stake, fully consolidated

In 1Q23, Worten's turnover reached €284m, increasing by 9.0% yoy and +7.5% LfL, in a context of high pressure on households' purchasing power.

This solid sales performance resulted from market share gains in core categories, coupled with the continued growth in both new product categories, including through Worten's marketplace, and services.

All channels performed positively in the quarter, with the online

channel continuing to post impressive growth when compared with the pre-pandemic period and reaching more than 15% of total sales, ensuring Worten's leadership position in the market both offline and online.

Profitability remained almost in line with last year, notwithstanding the higher pressure on operational costs, driven by inflation and the ongoing digital transformation, that more than offset energy efficiency gains in the period. In 1Q23, uEBITDA margin stood at 4.3%.

ISRG – sports retail

30% stake, equity consolidated

For ISRG, the L3M 22 (Nov-Jan) were characterized by the reduction of the supply chain constraints and stronger promotional activity. The company delivered a strong sales performance of +24% yoy to €449m, benefiting from both offline and online channels, with the latter representing c.18% of total turnover in the period.

Despite this remarkable top line evolution, EBITDA decreased by €3.5m to €30m in the quarter with a margin of 6.8%, mainly fuelled by higher operational costs and longer sales period. ISRG's

contribution to Sonae's results reached €4.8m in the quarter (vs. €6.6m in 1Q22).

All in all, and during ISRG's fiscal year, turnover surpassed €1.3bn and its EBITDA reached €124m.

Zeitreel – fashion retail

100% stake, fully consolidated

Zeitreel delivered a resilient sales performance, maintaining top line aligned with last year at €96m, despite continued headwinds on discretionary consumption, as households' disposable income continued to be negatively impacted by high inflation and interest rates. This performance was mostly driven by positive sales period, during which all Zeitreel brands were able to deliver top line growth.

Regarding profitability, the extended sales period, alongside an increased pressure on the cost base, resulted in a lower uEBITDA margin (c. 2.7%).

Real estate

Sierra

100% stake, fully consolidated

Sierra continued to deliver on its strategy execution, with positive operational momentum on shopping centre and service areas.

Regarding the shopping centre portfolio, tenant sales in the European portfolio increased by 21% yoy (LfL), reflecting the strong resilience and dynamic of Sierra's portfolio. Occupancy rates in Europe improved 0.9pps yoy to 97.8%, with 99% in Portugal (+0.3pps yoy).

Sierra continued to see a positive dynamic across all its other business lines, with emphasis to i) Investment Management (IM) which has completed the acquisition of 7 supermarkets on its German food retail investment fund (totalling now 12), and is developing a strong pipeline of future investment vehicles; and ii) the developments business which is continuing to progress the construction of a prime mixed use building and the third office tower at Colombo, but also executing other development milestones of its remaining pipeline. Already in Q2, Sierra announced the conclusion of a new innovative partnership with CTT for its property portfolio, which covers around 400 logistics, retail and mixed-use properties across Portugal.

All in all, considering the company's positive operational performance and that Sierra does not appraise its assets in Q1, total Net Result increased by 58% yoy (+€6m) to €16m at the end of the 1Q23. This net result performance positively impacted Sierra's NAV which rose 2% to €991m at the end of 1Q23.

Telco and technology

NOS

37% stake, equity consolidated1

NOS reported its results to the market on April 26th showing a good start to the year with accelerated growth and very positive momentum in its core Telco business.

The company consolidated revenues grew 2.2% yoy to €381m and EBITDA reached €174m, +8.8% yoy. In terms of bottom line, it

declined yoy following higher D&A due to strong capex levels in 2021 and 2022, coupled with higher financial costs, leading Net result

attributable to its shareholders to €35m in the 1Q23. For Sonae's accounts, the increased stake in the company over the

last 12 months more than offset the decrease of the company's net result, implying a higher contribution to equity method results of +€3.1m (from €8.9m in 1Q22 to €11.9m in 1Q23).

Already in April, NOS' held its Annual General Meeting and its shareholders approved an ordinary dividend payment of €0.278 per share, in line with last year, plus an extraordinary dividend of €0.152 per share, linked to the capital gain and FCF generated by the tower sale transaction closed in 2022. Payment of the total dividend was made on April 21st and for Sonae, this led to net cash-in of €62m.

Bright Pixel

90% stake, fully consolidated

In the beginning of 2023, our corporate venture arm continued to expand its portfolio at a good pace, investing in the digital infrastructure and cybersecurity sectors.

The company invested €14m in the 1Q23 in 3 different minority holdings, namely in Seldon, a data-centric machine learning operations platform for the deployment, management, monitoring and explain ability of machine learning models, through a series B financing round of \$20m, and in Picnic, a human attack surface management platform, through a series A financing round of \$20m.

These investments in 1Q23 led to an increase in NAV and Cash Invested in the active portfolio to €316m and €148m, respectively.

Other businesses

Universo

100% stake, consolidated as a discontinued operation2

Universo maintained its customer base aligned with the YE22, with production increasing by 6.2% yoy and reaching €239m in the 1Q23. Consequently, turnover grew by 45% yoy and profitability improved according to expectations. The credit stock at the end of the 1Q23 reached €386m. Universo remains fully committed to preparing the new JV with Bankinter Consumer Finance.

1 26.07% stake through Sonaecom and 11.3% direct stake. For more information, please see NOS results in www.nos.pt

2 Following the 50/50 partnership agreement with Bankinter Consumer Finance for the creation of a leading consumer credit operator in Portugal.

Corporate Information

Main announcements during 1Q23 are published in www.sonae.pt and www.cmvm.pt (market regulator) .

Subsequent events

April 1 7th: Results of the general tender offer for the acquisition of shares representing the share capital of Sonaecom SGPS, SA.

April 28th: Sonae SGPS, SA informed on resolutions taken at Annual General Meeting, including the approval of the proposal of the shareholder Efanor Investimentos SGPS SE for the appointment of the members of the Company's governing bodies for the four -year mandate 2023 -2026 , and dividend payment.

May 9th: Sonae SGPS, SA informed about notification to JD Sports Fashion Plc of the exercise of the buy or sell option regarding ISRG .

May 12th: Sonae SGPS, SA informed about appointment of members of several positions: Chair of the Board of Directors, Executive Committee, Company Secretary and Representative for Market Relations .

10

Turnover 1,669 1,873 12.2%
Underlying EBITDA 124 137 10.9%
margin 7.4% 7.3% -0.1
p.p.
Equity method results* 21 25 22.7%
Sierra 10 11 11.7%
NOS 9 12 34.7%
ISRG 7 5 -27.3%
Non-recurrent items 3 -2 -
EBITDA 147 161 9.0%
margin 8.8% 8.6% -0.3
p.p.
D&A and Provisions and Imp. -85 -94 -10.5%
EBIT 62 67 6.8%
Net Financial results -23 -29 -28.2%
Taxes 2 -6 -
Direct result 42 32 -24.2%
Indirect result 9 1 -90.9%
Net result 51 33 -36.0%
Non-controlling interests -9 -7 25.1%
Net result group share 42 26 -38.3%

R - Restated as Universo was considered as asset held for sale and all periods in 2022 were restated to consider this asset as discontinued operation.

* Equity method results: include direct income by equity method results from Sierra statutory accounts, income related to investments consolidated by the equity method (mainly NOS and ISRG) and discontinued operations results.

Consolidated P&L Consolidated Balance Sheet €m 1Q22 R 1Q23 yoy

€m 31.03.22 31.12.22 31.03.23
Investment properties 321 343 350
Net fixed assets 2,153 2,198 2,190
Right of Use assets 1,012 1,028 1,068
Financial investments 1,941 2,033 2,103
Goodwill 704 664 664
Working capital -853 -1,198 -949
Invested capital 5,277 5,067 5,427
Equity & minorities 3,170 3,320 3,252
Net debt 931 540 922
Net financial debt 960 565 990
Net shareholder loans -29 -25 -68
Lease liabilities 1,176 1,207 1,252
Sources of financing 5,277 5,067 5,427
Glossary
Capex Investments in tangible and intangible assets and investments in acquisitions. For
NOS it includes right of use.
Cash on cash ratio Exit value of the investment divided by the initial investment
Direct result Results before non-controlling interests excluding contributions to indirect results.
(Direct) EBIT Direct EBT -
financial results.
EBITDA Underlying EBITDA + equity method results + non-recurrent items.
EBITDA margin EBITDA / turnover.
EoP End of period.
Indirect results Includes Sierra's results, net of taxes, arising from: (i) investment property
valuations; (ii) capital gains (losses) on the sale of financial investments, joint
ventures or associates; (iii) impairment losses of non-current assets (including
goodwill) and (iv) provision for assets at risk. Additionally and concerning the
remaining Sonae's portfolio, it incorporates: (i) impairments in retail real estate
properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible
future liabilities and impairments related with non-core financial investments,
businesses, assets that were discontinued (or in the process of being
discontinued/repositioned); (iv) results from mark-to-market methodology of
other current investments that will be sold or exchanged in the near future
and from other related income (including dividends); and (v) other non-relevant
issues.
Investment
properties
Shopping centres in operation owned and co-owned by Sierra.
Lease Liabilities Net present value of payments to use the asset.
Like for Like sales
(LfL)
Sales made by omnichannel stores that operated in both periods under the
same conditions. Excludes stores opened, closed or which suffered major
upgrade works in one of the periods.
Loan to Value (LTV) -
Holding
Holding net debt (average) / NAV of the investment portfolio plus Holding net
debt (average).
Loan to Value (LTV) –
Sierra
Total debt / (Investment properties + properties under development), on a
proportional basis.
INREV NAV Sierra Open market value attributable to Sierra -
net debt -
minorities + deferred tax
liabilities.
Net asset value
(NAV) of the
investment portfolio
Market value of each Sonae's businesses –
average net debt –
minorities (book
value). Sonae's NAV is based on market references, such as trading multiples of
comparable peers, external valuations, funding rounds and market capitalisations.
Valuation methods and details per business unit are available in Sonae's Investor Kit
at www.sonae.pt.
Net debt Bonds + bank loans + other loans + shareholder loans -
cash -
bank deposits -
current investments -
other long-term financial applications.
Net financial debt Net debt excluding shareholders' loans.
Net invested capital Total net debt + total shareholders' funds.
Open market Value
(OMV)
Fair value of properties in operation (% of ownership), provided by independent
international entities and book value of development properties (% of ownership).
Other loans Bonds and derivatives.
Right of use (RoU) Lease liability at the beginning of the lease adjusted for, initial direct costs, advance
rent payments and possible lease discounts.
RoIC Return on invested capital.
Total Net Debt Net Debt + lease liabilities
Total Shareholder
Return (TSR)
Profit or loss from net share price change, plus any dividends received over a given
period.
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation
method.
Underlying EBITDA
margin
Underlying EBITDA / turnover.

SAFE HARBOUR

This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that should not be regarded as 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, industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all 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 projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.

Media and Investor Contacts

Ricardo Figueiredo da Rocha Head of Investor Relations [email protected] +351 22 010 4794

Maria João Oliveira External Communication [email protected] +351 22 010 4000

Sonae

Lugar do Espido Via Norte 4471-909 Maia, Portugal +351 22 948 7522

www.sonae.pt

Sonae is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SON PL

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