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Sonaecom SGPS
Quarterly Report • Nov 28, 2022
1921_10-q_2022-11-28_e1624388-6dbe-4b31-a531-729ddc822c9a.pdf
Quarterly Report
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MANAGEMENT REPORT & ACCOUNTS 9M22
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 International Accounting Standards Board (IASB), as adopted by the European Union.
Table of contents
| I - MANAGEMENT REPORT | |
|---|---|
| 1. 3Q'22 Highlights | 2 |
|---|---|
| 2. Sonaecom Consolidated Results | ട |
| 3. Subsequent events | の |
| 4. Portfolio Information | 10 |
| 5. Statement of the Board of Directors | 14 |
| II - FINANCIAL STATEMENTS | |
| 6. Financial Information | 16 |
| 6.1. Sonaecom condensed consolidated financial statements | 16 |
| 6.2. Notes to the condensed consolidated financial statements of Sonaecom | 21 |
I - MANAGEMENT REPORT
MANAGEMENT REPORT & ACCOUNTS 2022
1. 3Q'22 Highlights
KEY PERFORMANCE INDICATORS
Direct Results increased 32.4% to €23.4m in 3Q22, mainly explained by the improvement of NOS equity method contribution to Sonaecom results. In 9M22, Direct Results improved 35.3% yoy to \$51.1m.
Indirect Results of €11.6m in 3Q22, reflecting Bright Pixel's portfolio positive revaluation. In 9M22, Indirect Results reached €31.3m, a 6.2% improvement from last year.
Net Income (Group Share) of €35.2m in 3Q22, reaching €83.3m in 9M22, a 22.7% growth from the €67.9m posted last year driven by both direct and indirect results growth.
NAV of Bright Pixel portfolio registered a positive evolution and reached €457m.
Capital Structure remains strong with a net cash position of €223.8m.
PORTFOLIO MANAGEMENT ACTIVITY
During the quarter, Sonaecom has proceeded with the termination of the Shareholders' Agreement that governed the relations between the shareholders of ZOPT, SGPS, S.A. - Sonaecom itself, Unitel International Holdings, BV and Kento Holding Limited. Pursuant to the resolution taken at ZOPT Shareholders' General Meeting held on September 28th, it was decided to proceed with the amortization of Sonaecom's Shareholding in ZOPT and with the reimbursement of the supplementary contributions made by Sonaecom, in exchange for the delivery of shares representing 26.075% of the NOS share capital that are not seized, and an amount in cash.
As a result of the aforementioned resolution, Sonaecom is no longer a shareholder of ZOPT and a shareholding of 26.075% of the NOS share capital is now attributable to Sonaecom, and will be directly held by the Company once the legal and regulatory procedures are concluded. Sonaecom will continue to ensure a framework of shareholder stability at NOS allowing the company to develop its important project in the telecommunications sector.
Bright Pixel's 3Q22 was marked by further portfolio expansion, with two new investments in the Retail Tech segment, and by relevant achievements in some portfolio companies, namely in (i) IriusRisk, with a series B financing round of \$28.7m led by Paladin Capital Group; (ii) Probe.ly, with a series A financing round of £7.7m co-led by Iberis Capital and Semapa Next; (iii) Didimo, with a series A financing round of \$7.1m led by Armilar Venture Partners. Bright Pixel participated in all these rounds.
Already in October, Bright Pixel, and remaining shareholders, have completed the sale of the total share capital and voting rights of Maxive - Cybersecurity, SGPS, S.A., to Thales Europe, S.A.S following the agreement reached in May, 17th, 2022. This transaction had an underlying Enterprise Value of the target of €120m and will have a positive impact on Sonaecom consolidated results amounting to approximately €64.8m.
Since May, the 2022 Maxive balance sheet figures were classified as held for sale and all comparative periods were restated to include Maxive results as a discontinued operation in the profit and loss statement.
2. Consolidated Results
KEY DATA
| €m | 3021R | 3Q22 | yoy | 9M21 R | 9M22 | yoy |
|---|---|---|---|---|---|---|
| urnover | 4.1 | 4.3 | 5.2% | 12.0 | 13.1 | 8.8% |
| EBITDA | 18.7 | 22.5 | 20.6% | 41.4 | 52.7 | 27.2% |
| o.w. Equity method" | 11.0 | 25.4 | 129.9% | 28.6 | 43.8 | 53.4% |
| o.w. Capital Gains | 10.5 | 0.0 | -100.0% | 22.9 | 17.7 | -22.4% |
| Direct Results | 17.7 | 23.4 | 32.4% | 37.8 | 51.1 | 35.3% |
| Indirect Results(2) | 10.5 | 11.6 | 10.8% | 29.5 | 31.3 | 6.2% |
| Net Income Group Share | 27.9 | 35.2 | 26.0% | 67.9 | 83.3 | 22.7% |
| Net Debt | -204.6 | -223.8 | -9.4% - | -204.6 | -223.8 | -9.4% |
R - Restated according with introductory note;
I ncludes the 50% holding in Unipress, the 50% holding in SIRS, the 26.075% holding in NOS and the 13.07% holding in Probe.ly;
(2) Includes equity method and fair value adjustments related with AVP funds and other minority stakes, net of taxes.
Consolidated turnover in 3Q22 reached €4.3m, increasing 5.2%, when compared to 3Q21R. This positive evolution was driven by both Media and Bright Pixel, the latter presenting a 34.2% yoy growth. Consequently, turnover grew 8.8% and reached €13.1m in 9M22.
EBITDA increased €3.9m to €22.5m in 3Q22, mainly explained by the contribution from equity method consolidated companies which increased to €25.4m (€11.0m in 3Q21R) and being mostly driven by NOS. In 9M22 EBITDA reached €52.7m, a 27.2% growth from 9M21R, due to €43.8m from equity method contributions (+53.4% vs. 9M21R) and non-recurrent items of €17.8m, mainly driven by the capital gains generated with the sale of CiValue, Beamy and Cellwize.
As such, Direct Results increased to €23.4m in 3Q22, from €17.7m in 3Q21R, mainly explained by higher EBITDA level and net financial results, which also justifies the performance in 9M22 in which Direct Result increased 35.3% yoy to €51.1m.
Indirect Results reached €11.6m in 3Q22 and €31.3m in 9M22, both positively impacted by portfolio fair value adjustments.
Net income group share stood at €35.2m in 3Q22, above the €27.9m presented in 3Q21R, while in 9M22 increased 22.7% to €83.3m.
The net cash position excluding leasing responsibilities, stood at €230.6m, €51.0m below December 2021 (excluding the impact of cash allocated to assets held for sale), mainly driven by the €16.3m of positive net inflow from investment activity offset by the €59.3m of dividends distribution and the negative operating cash-flow, financial cost and taxes of €8.1m.
BRIGHT PIXEL - Technology
During the last quarter, corporate venture arm continued very active, investing more than €20m in portfolio expansion and follow-ons.
Two new companies in the Retail Tech segment were added to the portfolio and relevant financing rounds occurred in some portfolio companies, including a \$28.7m series B financing round at Iriusrisk, a \$7.1m series A financing round at Didimo and a €7.7m series A financing round at Probe.ly. Bright Pixel participated in all these rounds, reinforcing its investment and improving the value of its previous stakes.
At the end of 9M22, the cash invested in the active portfolio reached €192m, +12.0% QQ and +14.5% vs YE21.
On the exit side and during 3Q22, Bright Pixel received the cash proceeds of €23.5m from the sale of its minority stake in Cellwize. Already in October, with cash impacts in 4Q22, the company concluded the sale of Maxive, and its subsidiaries S21sec and Excellium, to Thales Europe (with a capital gain of €64.8m).
Overall, active NAV stood at €457m at the end of 9M22, implying +9.8% QoQ and +15.8% vs YE21, which clearly reflects the impact of the recent acquisitions, as well as the positive evolution in the value of our historical investments.
NOS - Telecommunications
NOS published its 3Q22 results on October 24th. This was another quarter of positive operational performance, with the growth from the telco business and the continued improvement from the cinema activity.
3Q22 turnover increased 4.1% yoy to €381.5m, with Telco +3.0% and Audiovisuals & Cinema +22.8%, totalling €1.1bn at the end of 9M22 (+7.5% yoy). Regarding profitability, 3Q22 EBITDA grew 3.9% yoy to €178m, with +5.1% yoy in the telco business and totalling €500m in 9M22, +€22m yoy with a 44.5% margin.
This positive operational performance, combined with a capital gain of €74.7m from the sale of a portfolio of towers to Cellnex, as agreed and announced in April 2022, led Net income to more than double in 3Q22 vs last year, to €106m. This implied an equity method contribution to Sonae's results of €25m in the quarter (+€14m vs last year) and reaching €44m in 9M22.
Total capex stood at €120m in 3Q22 impacted by NOS '5G deployment programme and its FttH' network expansion.
FCF, strongly impacted by the cash proceeds from the sale of towers, (ex-dividend, financial investments and own shares), achieved €149m in 3Q22 and €183m in 9M22, with a very positive yoy performance.
Finally, regarding the capital structure, after the above-mentioned cash-in from the towers' sale, net financial debt/EBITDA after lease payments stood at 1.85x, slightly below NOS' target. The all-in average cost of debt stood in line with last year (1.3%) and the average maturity profile stood at 2.5 years at the end of the period.
MEDIA
Público, a reference Portuguese speaking news organization focused on a digital strategy that combines quality of journalism with an innovative and digital image restated its leadership position on the daily Portuguese newspaper sector, and on the digital subscription market. The positive performance of online subscriptions, newspaper and contents resulted into an overall 2.5% yoy revenue increase in 3Q22 (+7.2% in 9M22). The quarter was also marked by a strong increase in direct costs, mainly from paper resulting in a slightly decrease on profitability, when compared to 3Q21.
1 FttH - Fiber to the Home
Consolidated P&L
| əm | 3021 R | 3022 | VOV | 9M21 R | 9 M22 | VOV |
|---|---|---|---|---|---|---|
| lurnover | 4.1 | 4.3 | 5.2% | 12.0 | 13.1 | 8.8% |
| EBITDA | 18.7 | 22.5 | 20.6% | 41.4 | 52.7 | 27.2% |
| Underlying EBITDA® | -1.5 | -1.5 | -3.6% | -4.1 | -5.7 | -37.0% |
| Non recurrent itens | 10.4 | 0.0 | -100.0% | 21.2 | 17.8 | -16.0% |
| Equity method 2/ | 11.0 | 25.4 | 129.9% | 28.6 | 43.8 | 53.4% |
| Discontinued Operations 37 | -1.3 | -1.3 | 0.2% | -4.3 | -3.4 | 21.6% |
| Depreciation & Amortization | 0.4 | 0.5 | 15.7% | 1.2 | 1.4 | 15.1% |
| FBIT | 18.2 | 22.0 | 20.8% | 40.2 | 51.2 | 27.6% |
| Net Financial Results | 0.3 | 1.3 | 1.2 | 3.8 | ||
| EBT | 18.6 | 23.3 | 25.5% | 41.4 | 55.0 | 32.9% |
| Tax results | -0.9 | 0.1 | -3.6 | -3.9 | -8.1% | |
| Direct Results | 17.7 | 23.4 | 32.4% | 37.8 | 51.1 | 35.3% |
| Indirect Results(4) | 10.5 | 11.6 | 10.8% | 29.5 | 31.3 | 6.2% |
| Net Income | 28.2 | 35.1 | 24.4% | 67.3 | 82.4 | 22.5% |
| Group Share | 27.9 | 35.2 | 26.0% | 67.9 | 83.3 | 22.7% |
| Attributable to Non-Controlling Interests | 0.3 | -0.1 | -0.6 | -0.9 | -38.9% |
R - Restated acording with introductor not;
(1) holudes the bolly onestidatedy Sonaeon;
(2) holdes the Dolly in Unipess, the Off, in SR, the 20.07% holing in USB and the mino
Consolidated Balance Sheet
| em | 30.09.2021 R | 30.06.2022 | 30.09.2022 |
|---|---|---|---|
| Total Net Assets | 1,249.1 | 1,309.8 | 1,351.4 |
| Non Current Assets | 984.3 | 985.8 | 1,014.4 |
| Tangible and Intangible Assets and Rights of Use | 18.4 | 7.2 | 7.0 |
| Goodwill | 14.5 | 1.2 | 1.2 |
| Investments | 928.4 | 958.8 | 988.2 |
| Deferred Tax Assets | 16.2 | 11.9 | 11.4 |
| Others | 6.7 | 6.7 | 6.6 |
| Current Assets | 264.9 | 265.0 | 280.1 |
| Trade Receivables | 10.0 | 3.2 | 3.2 |
| Liquidity | 222.8 | 229.2 | 230.6 |
| Others | 32.1 | 32.7 | 46.4 |
| Assets held for sale | 59.1 | 56.8 | |
| Shareholders' Funds | 1,152.7 | 1,198.7 | 1,240.5 |
| Group Share | 1.141.4 | 1,191.3 | 1,233.2 |
| Non-Controlling Interests | 11.2 | 7.4 | 7.3 |
| Total Liabilities | 96.5 | 111.1 | 110.9 |
| Non Current Liabilities | 45.5 | 48.0 | 51.1 |
| Loans | 1.4 | 0.0 | 0.0 |
| Provisions | 0.6 | 0.5 | 0.4 |
| Others | 43.4 | 47.5 | 50.6 |
| Current Liabilities | 51.0 | 28.9 | 27.0 |
| Loans | 3.5 | 0.0 | 0.0 |
| Trade Payables | 7.6 | 1.1 | 1.0 |
| Others | 39.9 | 27.8 | 26.0 |
| Liabilities directly associated with the assets held for sale | 34.2 | 32.8 | |
| Operating CAPEX(1) | 0.8 | 0.8 | 1.2 |
| Operating CAPEX as % of Turnover | 6.9% | 9.5% | 9.3% |
| Total CAPEX | 11.8 | 27.1 | 47.4 |
| Underlying EBITDA - Operating CAPEX | -5.0 | -5.0 | -6.9 |
| Gross Debt | 18.2 | 7.2 | 6.8 |
| Net Debt | -204.6 | -222.0 | -223.8 |
R - Restated according with introductory note;
(1) Operating CAPEX excludes Financial Investments.
Consolidated FCF
| em | 3021 R | 3Q22 | yov | 9M21 R | 9M22 | yov |
|---|---|---|---|---|---|---|
| Underlying EBITDA-Operating CAPEX | -1.8 | -1.9 | -7.5% | -5.0 | -6.9 -38.6% | |
| Change in WC | -7.9 | 22.1 | -2.5 | 45.2 | ||
| Non Cash Items & Other | 3.3 | -23.8 | 0.8 | -41.5 | ||
| Operating Cash Flow | -6.3 | -3.6 | 42.8% | -6.6 | -3.2 | 51.9% |
| Investments | 3.4 | 3.8 | 9.9% | 34.9 | 16.3 | -53.4% |
| Financial results | 5.3 | 1.1 | -79.2% | 7.3 | 3.9 | -45.9% |
| Income taxes | -0.7 | 0.3 | -6.7 | -8.8 | -32.0% | |
| FCF(1) | 1.7 | 1.6 | -9.8% | 28.9 | 8.2 -71.6% |
R - Restated according with introductory note;
(1) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs.
3. Subsequent events
On October 11th, Sonaecom's subsidiary, Sonae Investment - Software and Technology, SGPS, S.A. (Bright Pixel Capital) and remaining shareholders have completed the sale of the total share capital and voting rights of Maxive - Cybersecurity, SGPS, S.A., to Thales Europe, S.A.S further the agreement reached with the latter on May, 17th, 2022.
The transaction has an underlying Enterprise Value of the target of €120m and has a positive impact on the consolidated results of Sonaecom amounting to approximately €64.8m.
4. Portfolio Information
(Non-exhaustive)
InovRetail'is a retail innovation company that provides data science solutions and digital tools that deliver quantifiable insights and actionable recommendations with direct and sustainable impact on retailer's key metrics. The company's main product is the Staff Empowerment Solution, a SaaS based solution that help retailers in three key areas like Sales Performance Enhancement, Customer Experience Optimisation and Advanced Planning & Scheduling. Currently, the company is launching a new omnichannel solution to create a fully personalized shopping experience.
Armilar Venture Funds are the 3 Venture Capital funds in which Bright Pixel owns participation units acquired to Novo Banco. With this transaction, concluded in December 2016, Bright Pixel reinforced its portfolio with sizeable stakes in leading edge companies such as Outsystems and Feedzai, both consistently presenting meaningful and sustainable levels of growth.
Arctic Wolf, a US based company, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. Bright Pixel, jointly with US technology investors Lightspeed Venture Partners and Redpoint, entered in the company's cap table in 2017 in a series B round. Since then, the Company closed a \$45m series C round in 2018, a \$60m Series D round at the end of 2019, a \$200m Series E round in October 2020 funding at a valuation of \$1.3bn and, in 2021, a \$150m, held by existing and new investors, at an underlying valuation of \$4.3bn.
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 prom 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 Al powered customer marketing platform with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the Series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was reinforced during series B and C rounds.
Reblaze is an Israeli company that provides proprietary security technologies in a unified platform, shielding assets from threats found on the Internet. The company raised a Series A round in which Bright Pixel led jointly with JAL Ventures and Data Point Capital.
Visenze is a Singapore-based company that delivers intelligent image recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSenze to convert images into immediate product search opportunities, improving conversion rates use ViSenze to turn any image or video into an engagement opportunity, driving incremental revenue. Bright Pixel co-led, with Gobi Partners, a \$20m Series C round to enable the artificial intelligence company to further invest in its penetration among smartphone manufacturers, as well as with consumer and social communication applications.
Daisy Intelligence is an Al-powered platform for retail merchandising teams focused on optimizing promotional product and price mixes for dramatically improved business results. Bright Pixel partnered with Framework Venture Partners invested in a C\$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 \$10m Series A round led by London and Amsterdam based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Bright Pixel and existing investor Nauta Capital. The new financing was to be used to accelerate product development and double the size of the team, as it grows internationally.
Cybersixgill is a market leader in deep and dark web cyber threat intelligence. The company helps Fortune 500 companies, financial institutions, governments, and law enforcement agencies protect their finances, networks and reputations from cyberthreats that lurk in the deep, dark and surface webs. The advanced cyber threat intelligence platform automates all phases of the intelligence cycle – collection, analysis and dissemination of data - providing organizations with unparalleled information and actionable insights to protect their various assets in the ever-evolving cyber threatscape. Bright Pixel co-led its series B \$15m round and participated in its new \$35m round raised in 2022 led by More Provident and Pension Funds and REV Venture Partners.
IriusRisk (previously named Continuum Security) is a Spanish based company with an application security platform to address vulnerabilities early in the development process. In order their international growth plans, the company has raised an investment round of €1.5m, which was led by Swanlaab Venture Factory and joined by JME Venture Capital and Bright Pixel. In September 2020, the company raised a series A round of \$6.7m participated by Paladin, 360 CP, Swanlaab, JME Venture Capital and Bright Pixel In August 2022, IriusRisk raised a Series B round of \$28.7m led by Paladin Capital Group with the participation from existing investors Bright Pixel, Swanlaab Venture Factory, 360 Capital and Inveready.
Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). In 2018, the company raised a \$2.3m in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the Company raised €10m in a series A with the participation of Ace Capital Partners.
Probe.ly, having started as an internal project of Bright Pixel, won the Caixa Capital Empreender Award 2017, has stepped from MVP (Minimum Valuable Product) to an independent Web Application Security startup. In June 2022, the company raised a series A round of €7.7m co-led by Iberis Capital and Semapa Next and with the participation of Bright Pixel, TIIN Capital | Dutch Security Tech Fund, Caixa Capital, Portugal Ventures and EDP Ventures.
Sales Layer is a Spanish based company with a cloud-based Product Information Management (PIM) platform, helping brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Bright Pixel led its series A round and recently participated in its series B round.
Deepfence is a leading US-based cloud-native workload protection platform that aims to provide a unified security platform for kubernetes, virtual machines and serverless workloads. Deepfence ensures business continuity in the face of persistent threats by detecting and disrupting sophisticated attacks targeting cloud-native technologies, the "glue" that keeps the current world connected. Deepfence raised \$9.5m in
Series A financing led by AllegisCyber, with participation from Bright Pixel, and existing investor Chiratae Ventures.
Weaveworks is a US company that helps teams to adopt cloud native computing, managing cloud native infrastructure and applications quickly, reliably and at scale. Weaveworks raised a \$36.65m Series C funding round led by some of the world's leading public cloud and telecommunications companies, including first-time investors Amazon Web Services (AWS), Ericsson, Orange Ventures, Bright Pixel and Telekom Investment Pool (TIP). The round also included follow-on investments from Accel, GV, and Redline Capital.
Sellforte, based in Helsinki, Finland, is a SaaS platform for Retailers, Brands and Telcos, which uses proprietary data science and Al to measure the effectiveness of online and offline marketing investments.
Portainer.io, based in New Zealand, is one of the most popular container management platforms globally. Portainer's universal tool unleashes the power of containerized applications for everyone.
Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables seamless global commerce at scale by connecting the world's businesses with more than 100+ mobile wallets, local and alternative payment methods. Citcon raised \$30m in Series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.
Safebreach, pioneer in the Breach and Attack Simulation (BAS) market, is the world's most widely used continuous security validation platform. The patented platform automatically and safely executes thousands of attack methods to validate network, endpoint, cloud, container and email security controls against its Hacker's Playbook™, the world's largest collection of attack data broken down by methods, tactics and threat actors. SafeBreach raised \$53.5m in Series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.
Experify, is the first platform to enable a truly authentic product review experience by connecting prospective buyers with purchasers. Experify raised \$4m seed round, led by Vertex Ventures US, with the participation of Bright Pixel and the Berkeley SkyDeck Fund.
Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensively collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a €12m funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.
Didimo, a leading creator of high-fidelity digital humans with 3D technology. Didimo enables anyone to quickly and easily create lifelike digital models that businesses and individuals can use to interact and to provide or enjoy services online. In 2020, Didimo announced €1m in funding from new investors led by Armilar Venture Partners along with Bright Pixel and PME Investimentos in cooperation with the 200M Co-Investment Fund. In August 2022, Didimo raised \$7.1m in Series A funding led by Armilar Venture Partners, with the participation of Bright Pixel, Portugal Ventures and Techstars.
Codacy, is a PT-based automated code review and engineering productivity tool. It provides intelligence for software engineering teams to reach their full potential. Codacy raised a \$15m Series B funding round led by Bright Pixel Capital, also backed by existing investors Armilar Venture Partners, Join Capital, Caixa Capital, Faber Ventures and Iberis Capital.
Afresh, is a US-based leading Al-powered fresh food technology provider. Afresh's Al-powered solutions optimize critical functions in fresh food, including ordering, merchandising, and operations. Afresh significantly reduces food waste, improves its partners' profitability, and makes fresher, healthier food more accessible to all. Afresh announced a \$115m Series B funding round led by Spark Capital and with participation from Insight Partners, VMG Partners, and Bright Pixel Capital.
5. Statement of the Board of Directors
In compliance with Article 246°, Paragraph 1, subparagraph c) of the Portuguese Securities Code, the signatories individually declare that, to their knowledge, the Condensed Financial Statements and the midterm Management Report referring to the first nine months of 2022 were prepared meeting the standards of the applicable, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the results of the issuer and that the mid-term Management Report faithfully describes the business evolution and position of the issuer and of the companies included in the consolidation perimeter for the first nine months of 2022 and contains a description of the major risks and uncertainties with which they are confronted.
The Board of Directors,
Angelo Gabriel Ribeirinho dos Santos Paupério
Maria Cláudia Teixeira de Azevedo
João Pedro Magalhães da Silva Torres Dolores
Eduardo Humberto dos Santos Piedade
Cristina Maria de Araújo Freitas Novais
II - FINANCIAL STATEMENTS
6. Condensed Financial Information
6.1. Sonaecom condensed consolidated financial statements
Condensed consolidated statement of financial position
For periods ended on 30 September 2022 and 31 December 2021
| (Amounts expressed in Euro) | Notes | September 2022 (not audited) |
December 2021 |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 828,628 | 1,914,103 | |
| Intangible assets | 2,575,950 | 7,409,063 | |
| Right of use | 3,575,007 | 9,149,777 | |
| Goodwill | 1,165,721 | 14,520,952 | |
| Investments in joint ventures and associated companies | റ | 750,752,934 | 767,681,204 |
| Financial assets at fair value through other comprehensive income | 7 | 14,107,300 | 7,998,756 |
| Financial assets at fair value through profit or loss | 8 | 223,378,898 | 158,924,575 |
| Deferred tax assets | 11,394,559 | 15,954,811 | |
| Other non-current assets | 6,640,861 | 7,132,346 | |
| Total non-current assets | 1,014,419,858 | 990,685,587 | |
| Current assets | |||
| Inventories | 364,311 | 229,658 | |
| Trade receivables | 3,155,249 | 14,484,834 | |
| Other receivables | 41,839,541 | 7,673,126 | |
| Income tax assets | 2,998,068 | 1,500,778 | |
| Other current assets | 1,186,329 | 12,952,648 | |
| Cash and cash equivalents | 230,604,298 | 289,333,311 | |
| Total current assets | 280,147,796 | 326,174,355 | |
| Assets held for sale | ರಿ | 56,838,812 | |
| Total assets | 1,351,406,466 | 1,316,859,942 | |
| Shareholders' funds and liabilities | |||
| Shareholders' funds | |||
| Share capital | 230,391,627 | 230,391,627 | |
| Own shares | (7,686,952) | (7,686,952) | |
| Reserves and retained earnings | 927,229,821 | 852,439,043 | |
| Consolidated net income/(loss) for the period | 83,285,711 | 120,725,659 | |
| 1,233,220,207 | 1,195,869,377 | ||
| Non-controlling interests | 7,251,101 | 10,945,381 | |
| Total Shareholders' funds | 1,240,471,308 | 1,206,814,758 | |
| Liabilities | |||
| Non-current liabilities | |||
| Loans | 1,277,194 | ||
| Lease liabilities | 5,226,158 | 9,579,107 | |
| Provisions | 430,532 | 554,386 | |
| Deferred tax liabilities | 45,041,239 | 44,742,126 | |
| Other non-current liabilities | 365,809 | 543,792 | |
| Total non-current liabilities | 51,063,738 | 56,696,605 | |
| Current liabilities | |||
| Loans | 2,977,614 | ||
| Trade payables | 1,008,587 | 12,065,852 | |
| Lease liabilities | 1,559,195 | 3,209,810 | |
| Other payables | 17,137,933 | 11,634,825 | |
| Income tax liabilties | |||
| 4,181 | |||
| Other current liabilities | 7,335,454 | 23,455,697 | |
| Total current liabilities | 27,041,169 | 53,348,579 | |
| Liabilities directly associated with the assets held for sale | 32,830,251 | ||
| Total Liabilities Total Shareholders' funds and liabilities |
110,935,158 | 110,045,184 | |
| 1,351,406,466 | 1,316,859,942 |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
Condensed consolidated income statement by nature
For periods ended on 30 September 2022 and 2021 (restated - note 3)
| (Amounts expressed in Euro) | Notes | September 2022 (not audited) |
September 2021 (not audited and restated) |
|---|---|---|---|
| Sales | 10 | 4,942,430 | 5,127,475 |
| Services rendering | 10 | 8,126,808 | 6,889,471 |
| Other income | 1,020,675 | 813,708 | |
| 14,089,913 | 12,830,654 | ||
| Cost of sales | (844,645) | (868,232) | |
| External supplies and services | (7,930,390) | (6,546,686) | |
| Employee benefits expense | (10,438,767) | (10,983,345) | |
| Amortisation and depreciation | (1,431,254) | (1,243,047) | |
| Provisions | (133,125) | (66,150) | |
| Other expenses | (301,425) | (112,428) | |
| (21,079,606) | (19,819,888) | ||
| Gains and losses in joint ventures and associated companies | ნ | 46,324,827 | 59,999,463 |
| Gains and losses on assets at fair value through profit or loss | 8 | 50,867,109 | 23,847,179 |
| Financial expenses | (347,864) | (296,008) | |
| Financial income | 4,111,116 | 1,515,163 | |
| Current income / (loss) | 93,965,495 | 78,076,563 | |
| Income taxation | (8,174,494) | (11,914,778) | |
| Consolidated net income/(loss) for the period of continued operations | 85,791,001 | 66,161,785 | |
| Consolidated net income/(loss) for the period of discontinued operations | 11 | (3,371,106) | 1,102,942 |
| Consolidated net income/(loss) for the period | 82,419,895 | 67,264,727 | |
| Attributed to: | |||
| Shareholders of parent company | 83,285,711 | 67,888,047 | |
| Non-controlling interests | 65,157 | 578,367 | |
| Non-controlling interests (discontinued operations) | (930,973) | (1,201,687) | |
| Earnings per share | |||
| Including discontinued operations | |||
| Basic | 0.27 | 0.22 | |
| Diluted | 0.27 | 0.22 | |
| Excluding discontinued operations | |||
| Basic | 0.28 | 0.21 | |
| Diluted | 0.28 | 0.21 | |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
Condensed consolidated statement of comprehensive income
For periods of 9 months ended on 30 September 2022 and 2021
| (Amounts expressed in Euro) | Notes | September 2022 (not audited) |
September 2021 (not audited) |
|---|---|---|---|
| Consolidated net income / (loss) for the period | 82,419,895 | 67,264,727 | |
| 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 | ട | 9,220,000 | 1,895,548 |
| Changes in currency translation reserve and other | (5,382) | (11,529) | |
| Components of other consolidated comprehensive income, net of tax, that will not be reclassified subsequently to profit or loss: |
|||
| Changes in reserves resulting from the application of equity method | 6 | (1,673,216) | (419,547) |
| Changes in fair value of financial assests at fair value through other comprehensive income net of taxes | 3,092,658 | 274,775 | |
| Other consolidated net income / (loss) for the period | 10.634.060 | 1,739,247 | |
| Consolidated comprehensive income for the period | 93,053,955 | 69,003,974 | |
| Attributed to: | |||
| Shareholders of parent company | 93,921,075 | 69.609.982 | |
| Non-controlling interests | (867,120) | (606,008) |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
Condensed consolidated statement of changes in equity
For periods of 9 months ended on 30 September 2022 and 2021
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares Share premium Legal reserves | Reserves of own shares |
Other reserves | Total reserves | Non-controlling interests |
Net income / (loss) |
Total | ||
| 2022 Balance on 31 December 2021 Appropriation of the consolidated net result of 2021 |
230.391.627 | (7.686.952) | 775.290.377 | 20,837.737 | 7.686.952 | 48.623.977 | 852.439.043 | 10,945,381 | 120.725.659 | 1.206,814,758 |
| Transfers to other reserves Dividend Distribution |
- | 2.327.148 | 118.398.511 (59,319,190) |
120.725.659 (59.319.190) |
(120,725,659) | (59,319,190) | ||||
| Percentage change in subsidiaries Consolidated comprehensive income for the period ended on 30 September 2022 |
2,764.260 10,635,364 |
2,764,260 10.635.364 |
(2.764.260) (867.120) |
83.285.711 | 93.053.955 | |||||
| Other changes Balance on 30 September 2022 |
230.391.627 | (7.686.952) | 775.290.377 | 23.164.885 | 7.686.952 | (15,315) 121.087.607 |
(15.315) 927.229.821 |
(62,900) 7,251,101 |
83,285,711 | (78.215) 1.240.471.308 |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts expressed in Euro) | Share capital | Own shares | Share premium | Legal reserves | Reserves of own shares |
Other reserves | Total reserves | Non-controlling interests |
Net income / (loss) |
Total |
| 2021 Balance on 31 December 2020 Appropriation of the consolidated net result of 2020 |
230.391.627 | (7.686.952) | 775.290.377 | 20.683.925 | 7.686.952 | 14.928.257 | 818.589.511 | 13.080.206 | 60.125.890 | 1.114.500.282 |
| Transfers to other reserves Dividend Distribution |
153.812 | 59.972.078 (29.659.595) |
60.125.890 (29.659.595) |
(60,125,890) | (29.659.595) | |||||
| Percentage change in subsidiaries Consolidated comprehensive income for the period ended on 30 September 2021 |
1.721.935 | 1.721.935 | (1.241.726) (606.008) |
67.888.047 | (1.241.726) 69.003.974 |
|||||
| Other changes Balance on 30 September 2021 |
230.391.627 | (7.686.952) | 775.290.377 | 20.837.737 | 7.686.952 | 60.641 47.023.316 |
60.641 850.838.382 |
1.879 11,234,351 |
67.888.047 | 62.520 1.152.665.455 |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
Condensed consolidated cash flow statement
For periods of 9 months ended on 30 September 2022 and 2021
| (Amounts expressed in Euro) | September 2022 (not audited) |
September 2021 (not audited) |
||
|---|---|---|---|---|
| Operating activities | ||||
| Receipts from trade debtors | 59,251,748 | 77,689,038 | ||
| Payments to trade creditors | (31,680,089) | (46,036,022) | ||
| Payments to employees | (37,597,609) | (37,167,967) | ||
| Cash flows generated by operations | (10,025,950) | (5,514,951) | ||
| Payments / receipts relating to income taxes | 772,295 | (623,870) | ||
| Other receipts / payments relating to operating activities | 1,409,938 | (2,504,051) | ||
| Cash flows from operating activities (1) | (7,843,717) | (8,642,872) | ||
| Investing activities | ||||
| Receipts from: | ||||
| Financial investmens | 29,597,962 | 37,755,532 | ||
| Tangible assets | 125,560 | 25.759 | ||
| Intangible assets | 75,998 | |||
| Dividends | 12 | 50 | ||
| Other | 33,899,480 | 1,499,916 | ||
| Pavments for: | ||||
| Financial investments | (45,949,501) | (9,539,098) | ||
| Tangible assets | (653,283) | (478,799) | ||
| Intangible assets | (667,236) | (425,301) | ||
| Cash flows from investing activities (2) | 17,513,250 | 29,186,198 | ||
| Financing activities | ||||
| Receipts from: | ||||
| Loans obtained | 817,224 | 6,812,652 | ||
| Payments for: | ||||
| Leasing | (3,009,275) | (2,711,833) | ||
| Interest and similar expenses | (204,683) | (289,265) | ||
| Dividends | (59,319,190) | (29,659,595) | ||
| Loans obtained | (784,458) | 5,621,628 | ||
| Cash flows from financing activities (3) | (62,500,382) | (20,226,413) | ||
| Net cash flows (4)=(1)+(2)+(3) | (52,830,849) | 316,913 | ||
| Effect of the foreign exchanges | (1,176) | 7,042 | ||
| Effect of the assets and liabilities held for sale (Note 9) | (5,896,988) | |||
| Cash and cash equivalents at the beginning of the period | 289,333,311 | 233,707,494 | ||
| Cash and cash equivalents at the end of the period | 230,604,298 | 234,031,449 |
The notes are an integral part of the condensed consolidated financial statements.
The Certified Accountant
6.2. Notes to the condensed consolidated financial statements of Sonaecom
1. Introductory note
SONAECOM, SGPS, S.A. (hereinafter referred to as the Company' or 'Sonacom') 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 1 June 2000, the company was admitted to trading on Euronext Lisbon, however, with effect from 24 February 2014, it was excluded from the PSI-20.
Sonaecom SGPS, S.A. is owned directly by Sontel BV and Sonae SGPS, SA and Efanor Investimentos SGPS, S.A. is the ultimate controlling company.
In addition to the holding activity, the Group's businesses essentially consist of media and technology activities. The Group operates in Portugal and has subsidiaries from the information systems operating in about 4 countries.
The condensed consolidated financial statements are presented in euros, rounded to the unit, except when were referred, being the Group's main currency. Foreign currency transactions are translated into the functional currency of each entity at the exchange rate on the date of the transaction. The financial statements of subsidiaries with another currency have been converted into euros using the average exchange rates at the reporting date.
2. Main accounting policies and basis of presentation
The condensed consolidated financial statements for the period ended on 30 September 2022, were prepared in accordance with IAS 34 - Interim Financial Reporting, these financial statements do not include all the information required by the International Financial Reporting Standards (IFRS), so they should be read with the consolidated financial statements for the year end on 31 December 2021. The accounting policies and measurement criteria, adopted by the Group on 30 June 2022 are consistent with those used in the preparation of 31 December 2021 financial statements, except for the calculation of tax on the period, in accordance with IAS 34.
The condensed consolidated financial statements of Sonaecom Group were prepared on the assumption of continuity of operations, based on the books and accounting records of the 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.
3. Change in accounting policies and comparability of consolidated financial statements
During the period there were no changes in accounting policies, except for the adoption of new standards whose application became effective on 1 January 2022 which had no material impact on the Group's condensed financial statements.
The following standards, interpretations, amendments and revisions have been approved (endorsed) by the European Union, and have mandatory application to the financial periods beginning on or after 1 January 2022 and were first adopted in the period ended on 30 September 2022:
- · Amendment to IFRS 3 Reference to the Conceptual framework: This amendment updates the references to the Conceptual Framework without changing the accounting requirements for business combinations.
- · Amendment to IAS 16 Proceeds before intended use: This amendment changes the accounting treatment of the proceeds obtained from the sale of products that resulted from the production test phase of property, plant and equipment, prohibiting their deduction to the acquisition cost of assets.
- · Amendment to IAS 37 Onerous Contracts Cost of fulfilling a contract: This amendment specifies that when assessing whether a contract is onerous or not. Only expenses directly related to the performance of the contract can be considered.
- · Annual Improvements 2018 2020 provides improvements to: IFRS 1 (Subsidiary as first-time IFRS adopter), FRS 9 (Derecognition of liabilities), IFRS 16 (Leasing incentives) and IAS 41 (Taxation and measurement of fair value). This amendment is applied prospectively.
The Group concluded that the application of these standards didn't produce materially relevant impacts on financial statements.
The following standards, interpretations, with mandatory application in future financial periods, have, until 30 September 2022, been approved ('endorsed') by the European Union:
- · Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: The changes require companies to disclose their material accounting policy information instead of their significant accounting policies. The amendments to the practical file of FRS 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.
- · Amendments to IAS 8 Disclosure of accounting estimates: Introduction of accounting estimate and how it is distinguished from changes in accounting policies.
- · IFRS 17- Insurance Contracts (including Amendments to IFRS 17): This new standard replaces IFRS 4 which becomes mandatory since 2004. IFRS 17 is applicable to all entities issuing insurance contracts and investment contracts with discretionary participation characteristics.
- Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a single transaction: This amends will require that the companies record deferred tax on certain specific transactions, when their initial recognition originated equal amounts of taxable temporary differences and deductible temporary differences.
- · Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information This amendment only applies to insurance entities in their transition to IFRS 17, allowing the adoption of an "overlay" in the classification of a financial asset for which the insurance company does not apply retrospectively, within the scope of IFRS 9.
The Group did not apply any of these standards in the financial statements for the year ended on 30 September 2022.
The following standards, interpretations were not, until 30 September 2022, approved ('endorsed') by the European Union:
- · Amendments to IAS 1 Classification of Liabilities as Current This amendment intends to clarify that liabilities are classified as either current balances depending on the rights that an entity has to defer its payment, at the end of each reporting period.
- · Amendments to IFRS 16 Lease liabilities in a Sale and Leaseback transaction: Clarification on how a seller-lesse subsequently measures Sale and Leaseback transactions.
To ensure the comparability of the financial statements, the condensed catements for the period ended 30 September 2021 were restatedby the effect described below:
Restatement of consolidated financial statements
In the period ended on 30 September 2022, following the agreement signed with Thales Europe, S.A. for the entire share capital and voting rights of Maxive – Cybersecurity, SGPS, S.A., announced on 17 May, Maxive (72.03% held by Bright Pixel, 10.68% by Nexthold, S.L., 7.88% by Pragmail Conseil, S.A. and 7.88% by Vincens, S.A.), was considered a discontinued operating unit.
According to IFRS 5, assets and liabilities of Maxive and subsidiaries as at 30 September 2022 were classified as held for sale. In the Consolidated Income Statements by nature, the net income/(loss) for the period ended on 30 September 2022 has been classified as 'Net income/(loss) for the period of discontinued operative period was restated to reflect a single item, in the income statement, the after-tax profit or loss of discontinued operations.
The impacts of restating the consolidated accounts in accordance with the changes described above for the period ended on 30 September 2021 can be summarised as follows:
| (Amounts expressed in Euro) | September 21 (reported) |
Restatement of Maxive's contribution to discontinued units |
September 21 (restated) |
|---|---|---|---|
| INCOME STATEMENT | |||
| Total Revenues | 55,249,778 | (42,419,124) | 12,830,654 |
| Cost of sales | (10.083.656) | 9,215.424 | (868,232) |
| External supplies and services | (15,810,174) | 9.263.488 | (6,546,686) |
| Employee benefits expense | (33,709,448) | 22,726,103 | (10,983,345) |
| Depreciation and amortisation | (5,341,661) | 4,098,614 | (1,243,047) |
| Provisions | (66,150) | (66.150) | |
| Impairment losses | (108,346) | 108,346 | |
| Other expenses | (611,596) | 499,168 | (112,428) |
| Financial expenses | (1,510,216) | 1,214,208 | (296,008) |
| Financial income | 1.667.708 | (152,545) | 1.515.163 |
| Gains and losses in joint ventures and associated companies (note 6) | 59,999,463 | 59,999,463 | |
| Gains and losses on assets at fair value through profit or loss (note 8) | 23,847.179 | 23,847.179 | |
| Income taxation | (11,529,262) | (385,516) | (11,914,778) |
| Consolidated net income/(loss) for the period of continued operations | 61,993,619 | 4,168,166 | 66,161,785 |
| Consolidated net income/(loss) for the period of discontinued operations | 5,271.108 | (4,168,166) | 1,102,942 |
| Non-controlling interests | (590,615) | 1,168,982 | 578,367 |
| Non-controlling interests (discontinued operations) | (32,705) | (1,168,982) | (1,201,687) |
4. Companies included in the consolidation
Group companies included in the consolidation method, their head offices, main activities, shareholders and percentage of share capital held on 30 September 2022 and 2021, are as follows:
| Percentage of Share Capital Tield | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| 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. |
Bright Pixel | 100% | 100% | 100% | 100% |
| Bright Ventures Capital, SCR, S.A. (Bright VC) | Lisbon | Realization of investment in venture capital, management of venture capital funds and investment in venture capital fund Bright units. |
100% | 100% | 100% | 100% | |
| Digitmarket - Sistemas de Informação, S.A. ('Digitmarket' - using the brand 'Bizdirect') (a) |
Maia | Development of management platforms and commercialisation of products, services and information, with Bright Pixel the internet as its main support. |
Alienated | Alienated | |||
| Excellium Group, S.A. ('Excellium') (b) | Contern | Excellium assist enterprises to perform business and risk assessments, define security policies and procedures, respond to security incidents and deliver computer forensics services. |
Maxive | 100% | 72.03% | 59.20% | 59.20% |
| Excellium Services, S.A. ('Excellium Services') | Contern | Provide services within the IT and cibersecurity domain mainly to Luxembourgish institutions, banks and insurance companies. |
Excellium | 100% | 72.03% | 100% | 59.20% |
| Excellium Services Belgium, S.A. ('Excellium Services Belgium') |
Wavre | Provide services within the IT and cibersecurity domain mainly to Belgium institutions, banks and insurance companies. |
Excellium | 100% | 72.03% | 100% | 59.20% |
| Excellium Factory SARL ('Excellium Factory') (c) | Raouad- Ariana |
Vehicle for the Excellium product development in Africa. | Excellium | Liquidated | Liquidated | ||
| Inovretail, S.A. | Oporto | Industry and trade of electronic equipment and software; development, installation, implementation, training and maintenance of systems and software products; rental equipment, sale of software use license; consulting business, advisory in retail segments, industry and services. |
Bright Pixel | 100% | 100% | 100% | 100% |
| Inovretail España, SL ("Inovretail España") | Madrid | Industry and trade of electronic equipment and software; development, installation, implementation, training and maintenance of systems and software products; rental equipment, sale of software use license; consulting business, advisory in retail segments, industry and services. |
Inovretail | 100% | 100% | 100% | 100% |
| Fundo Bright Vector I ('Bright Vector I') (d) | Lisbor | Venture Capital Fund | Bright Pixel | 50.13% | 50.13% | 50.13% | 50.13% |
| Fundo Bright Tech Innovation I - ('Bright Tech Innovation I') (d) |
Maia | Venture Capital Fund | Sonaecom Bright Pixel Bright PCJ Sonaecom SP |
10% 10% 10% 10% 10% |
50% | 10% 10% 10% 10% 10% |
50% |
| Maxive- Cybersecutiry, SGPS.S.A ("Maxive") (b) | Maia | Management of shareholdings. | Bright Pixel | 72.03% | 72.03% | 100% | 100% |
| Mxtel, S.A. de CV (Mxtel) (e) | Mexico City | Rendering of engineering and IT consulting services specializing in information security and management of telecommunications services. |
S21 Sec Gestion | Liquidated | 99.93% | 80.90% | |
| PCJ - Público, Comunicação e Jornalismo, S.A. ('PCJ') | Maia | Editing, composition and publication of periodical and non- periodical material and the exploration of radio and TV stations and studios. |
Sonaecom | 100% | 100% | 100% | 100% |
| Praesidium Services Limited ('Praesidium Services') | Berkshire | Rendering of consultancy services in the area of information systems. |
Bright Pixel | 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% | 72.03% | 100% | 80.90% |
| Grupo S21Sec Gestión, S.A.U. ('S21 Sec Gestion') (b) | Guipuzcoa | Consulting, advisory, audit and maintenance of all types of facilities and advanced communications services and security systems. Purchase and installation of advanced communications and security systems produced by others. |
Maxive | 100% | 72.03% | 80.90% | 80.90% |
| S21Sec Information Security Labs, S.L.U. ('S21 Sec Labs') |
Navarra | Research, development and innovation, as well as consulting, maintenance and audit for products, systems, facilities and S21 Sec Gestion communication and security services. |
100% | 72.03% | 100% | 80.90% |
* Sonaecom effective participation
(a) On 16 July 2021, Bright Pixel share esarial and voling the entire share capital of S21 Gestion and Ecollium. With this restructing, Maxive is aso owned
by the minority shareholders of S21 Gestion and Excellium in 27,97%; (c) In June 2021, the liquidation process of subsidiary Excellium Factory was completed;
(d) The venture capital Lunds Fund Bright Tech Includion I have Bright Ventures Capital SCR as their nanagement company, which performs their performs their performs their pe
(e) In December 2021, the liquidation process of subsidiary Mxtel was completed.
| Percentage of share capital held | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Company (Commercial brand) | Head office | Main activity | Shareholder | Direct Effective* | Direct Effective* | ||
| S21 Sec, S.A. de CV ('S21 Sec, S.A. de CV') (f) | Mexico Citv | Computer consulting services | S21 Sec Gestion S21 Sec Labs |
Alienated | 99.9996% 0.0004% |
80.90% | |
| Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') Maia | Support, management consulting and administration, particularly in the areas of accounting, taxation, administrative procedures, logistics, human resources and training. |
Sonaecom | 100% | 100% | 100% | 100% | |
| Sonae Investment Management - Software and Technology, SGPS, S.A. ('Sonae IM' - using the brand 'Bright Pixel') |
Maia | Management of shareholdings in the area of corporate ventures and joint ventures. |
Sonaecom | 100% | 100% | 100% | 100% |
* Sonaecom effective participation
(f) On 31 December 2021, S21 Sec Gestion and S21Sec Labs sold the entire share capital and voting rights of S21 Sec, S.A. de CV.
The companies listed above were included in the consolidation in accordance with the full consolidation method under the terms of IFRS 10 - 'Consolidated Financial Statements'.
5. Changes in the group
During the periods ended on 30 September 2022 and 2021, the following changes occurred in the Group:
a) Acquisitions
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2022 | ||
| Bright Pixel | Experify Inc. ('Experify') (note 8) | Jan-22 |
| Bright Pixel | Hackuity SAS ('Hackuity') (note 8) | Feb-22 |
| Bright Pixel | Cybersixgill Ltd ('Sixgill') (note 8) - increase | Mar-22 |
| Bright Pixel | Sales Layer SL ('Sales Layer') (note 8) - increase | May-22 |
| Bright Pixel | Portainer.io Limited ('Portainer.io') (note 8) - increase | May-22 |
| Bright Tech Innovation I | Reckon.Al, S.A. ('Reckon.Al') (note 8) - increase | May-22 |
| Bright Pixel | Mayan Group. Inc ('Mayan') (note 8) | Jun-22 |
| Bright Tech Innovation I | Qamine Portugal, S.A. ('Codacy Group') (note 8) | Jun-22 |
| Bright VC | Codacy, S.A. ('Codacy Group') (note 8) | Jun-22 |
| Bright Pixel | Afresh Technologies, Inc. ('Afresh')(note 8) | Jul-22 |
| Bright Tech Innovation | Didimo, S.A. ('Didimo') (note 8) | Aug-22 |
| Bright Pixel | Chord Commerce, Inc. ('Chord') (note 8) | Sep-22 |
| Shareholder | Subsidiary , | Date |
|---|---|---|
| 2021 | ||
| Bright Vector I | Automaise, SA ('Automaise') (note 8) - increase | Jan-21 |
| Bright Pixel | Sellforte Solutions Oy ( Sellforte ) (note 8) | Feb-21 |
| Bright Pixel | Aryaka Networks ( Aryaka ) (note 8) | Apr-21 |
| Bright Pixel | Portainer.io Limited ( Portainer ) (note 8) | Apr-21 |
| Bright Vector I | Habit Analytics PT ('Habit') (note 8) - increase | Jul-21 |
| Bright Vector I | Taikai, Lda. ("Taikai") (note 8) | Aug-21 |
| Bright Tech Innovation I | Reckon.Al, S.A. ('Reckon.Al') (note 8) | Aug-21 |
| Bright Pixel | Citcon Limited ('Citcon') (note 8) | Aug-21 |
| Bright Pixel | Jscrambler, S.A. ('Jscrambler') (note 8) - increase | Sep-21 |
| Bright Pixel | Replai (note 8) | Sep-21 |
The acquisitions described above refer to financial assets held at fair value.
b) Alienations
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2022 | ||
| Excellium | Suricate Solutions (note 9) | Mar-22 |
| Excellium | Alfaros (note 9) | Mar-22 |
| Bright Pixel | CiValue Systems Ltd. ('ciValue') (note 8)* | Mar-22 |
| Bright | Beamy SAS ('Beamy') (note 8)* | Apr-22 |
| Bright Pixel | Cellwize Wireless Technologies Ltd. ('Cellwize') (note 8)* | Jun-22 |
| * Financial accete hold at fair value |
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2021 | ||
| Bright Pixel | Secucloud GmbH | Apr-21 |
| Bright Pixel | Digitmarket - Sistemas de Informação S.A ('Digitmarket') (note 10) | Jul-21 |
| Bright Pixel | Context-Based 4 Casting (C-B4) LTD ('CB4') (note 8)* | Sep-21 |
* Financial assets held at fair value
c) Discontinued
| Shareholder | Subsidiary | Date |
|---|---|---|
| 2021 | ||
| Excellium | Excellium Factory SARL ('Excellium Factory') | Jun-21 |
6. Investments in joint ventures and associated companies
The associated companies and the joint ventures, their head of ownership and value in profit and loss statement on 30 September 2022 and 2021 are as follows:
| Percentage of ownership | Value in profit and loss statement | ||||||
|---|---|---|---|---|---|---|---|
| 30 September 2022 | 30 September 2021 | 30 September | 30 September | ||||
| Head Office | Direct | Total | Direct | Total | 2022 | 2021 | |
| ZOPT SGPS, S.A. ('ZOPT') (a) | Oporto | 50.00% | 50.00% | 43,862,016 | 28,629,776 | ||
| NOS, SGPS, S.A. ("NOS") (a) | Oporto | 26.07% | 26.07% | ||||
| Unipress - Centro Gráfico, Lda. ("Unipress") |
Vila Nova de Gaia | 50.00% | 50.00% | 50.00% | 50.00% | 40,754 | 826 |
| SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. ('Rádio Nova') |
Oporto | 50.00% | 50.00% | 50.00% | 50.00% | (29,826) | (16,490) |
| Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) |
Lisboa | 44.33% | 44.33% | 44.33% | 44.33% | 825,139 | 556,630 |
| Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) (b) |
Lisboa | 45.52% | 45.52% | 42.80% | 42.80% | 1,596,040 | 27.799.549 |
| Fundo de Capital de Risco Armilar Venture Partners Inovação e Internacionalização (Armilar I+I) |
Lisboa | 38.25% | 38.25% | 38.25% | 38.25% | 62,680 | 2,984,734 |
| Secucloud Network GmbH ('Secucloud') (c) |
Hamburg | Alienated | Alienated | 70,511 | |||
| Probe.ly (d) | Lisbon | 13.07% | 13.07% | 21.21% | 21.21% | (31,976) | (26,073) |
| Total | 46,324,827 | 59,999,463 |
(a) Includes the incorporation of the results of the subsidiaries in proportion to the capital held.
(b) Increase of percentage related to the extinction of Participating Units of this Fund
(c) Participation sold in April 2021.
(d) Reduction in percentage related to the last investment round
(e) Participation sold in March 2022.
In situations of investments in associates that are venture capital organizations, IAS 28 contains an option to keep these investments held by them measured at fair value. The Group made this option, applying the equity method to Armilar Funds.
In accordance with the IFRS 11, the classification of investments is determined based on the existence of an agreement that clearly demonstrate and regulate the joint control. On 30 September 2022, the Group held associated and joint ventures companies, as decomposed below.
The division by company of the amount included in the investments in associated companies and joint ventures on 30 September 2022 and 31 December 2021 is as follows:
| 30 September 2022 | 31 December 2021 | ||||||
|---|---|---|---|---|---|---|---|
| Ownership value | Goodwill | Total investment | Ownership value | Goodwill | Total investment | ||
| Investments in joint ventures | |||||||
| ZOPT | 535,480,691 | 87,527,500 | 623,008,191 | ||||
| Unipress | 409,282 | 321,700 | 730,982 | 368,531 | 321,700 | 690,231 | |
| SIRS | 3,382 | 3,382 | 33,209 | 33,209 | |||
| 412,664 | 321,700 | 734,364 | 535,882,431 | 87,849,200 | 623,731,631 | ||
| Investments in associated companies | |||||||
| NOS | 549,264,055 | 87,527,500 | 636,791,555 | ||||
| Armilar II | 77,679,158 | 77,679,158 | 76.854.019 | 76.854.019 | |||
| Armilar III | 19,280,537 | 19,280,537 | 51,583,976 | 51,583,976 | |||
| Armilar I+I | 15,425,525 | 15,425,525 | 15,362,845 | 15,362,845 | |||
| Probe.ly | 544,627 | 297,168 | 841,795 | (188,397) | 297,168 | 108,771 | |
| Suricate Solutions | 25,993 | 25,993 | |||||
| Alfaros SARL | 13,969 | 13,969 | |||||
| 662,193,902 | 87,824,668 | 750,018,570 | 143,652,405 | 297.168 | 143,949,573 | ||
| Total | 695.133.741 | 92.566.110 | 750.752.934 | 679.534.836 | 88.146.368 | 767.681.204 |
In the period ended on 30 September 2022, the change in the value of the ownership value in Armilar III Fund is essentially related to the distribution of capital made following the sale of a stake held by that fund.
In the third quarter of 2022, Sonaecom has proceeded with the resolution of the Shareholders Agreement the relations between the shareholders of ZOPT, SGPS, S.A. - Sonaecom, Unitel International Holding Limited. At the General Meeting of ZOPT, held on 28 September 2022, it was decided to proceed with the amortization of Sonaecom's stake in that company, and the refund of additional payments made by it, for a consideration that includes the delivery of shares representing 26.07% of the share capital of NOS, that are not encumbered, and other net monetary means.
According to the decision deliberated, Sonaecom is no longer shareholder in ZOPT, and now holds a direct stake in NOS corresponding to 26.07% of the share capital. This operation is subject to deadlines and legal constraints - namely those associated with the protection of the company in question, ZOPT, and the notification of the operation to the Competition Authority - however, the Board of Directors is convinced that there will be no opposition to the transaction. This way, in accordance with International Reporting Standards, the operation is already reflected in the financial statements for the period ended 30 September 2022.
Since its inception, ZOPT has an only object that has been the ownership and management of the stake in NOS and the execution of the shareholder agreement between that established joint control, the company having had no other operational activity since its inorporation. Given the merely instrumental character of ZOPT in substance, a stake in NOS, with the resolution of the shareholder agreement and the deliberations above mentioned, Sonaecom ceased to hold joint control over NOS and began to exercise significant influence over this subsidiary. In this case and according to IAS 28, because the equity method and the Sonaecom consolidated perimeter stays equal, there was no remeasurement of the investment to fair value in the consolidated financial statements on 30 September 2022. After this date, the investment held in NOS will be measured by applying the equity method.
NOS consolidated financial information, used to apply the equity method includes adjustments arising from the allocation of prices to assets and liabilities identified in the 2013 merger operation.
On 30 September 2022 the impairment tests carried out in 2021 were not updated. This update will be carried out at the end of the year.
Regardless to NOS financial holdings in Finstar and ZAP Media (consolidated Finstar), the Board of Directors believes that the seizure of assets 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.
On January 2022, the Public Prosecutor's Office with the PGR's National Asset Recovery Service, on behalf of the Angolan State, requested, at the District Court of Luanda, i) the replacement of the companies Finstar and ZAP Media (current Boards of Directors of the companies) by the Ministry of Telecommunications, Information Technologies and Social Communication (MTTICS), as well as, ii) the inhibition of voting rights by Eng. " equests that the Court granted.
Walting for the final decision and the decision in order to understand the impacts on business management. The conviction of the NOS Board of Directors - based on the statements that have been made by the new trustee, MTTICS – that the activity of companies will continue to develop normally.
NOS Group provisions
The evolution in provisions occurred during the first 9 months of 2022 compared to 31 December 2021 was as follows:
1. Legal actions with regulators and Competition Authority (AdC)
NOS SA, NOS Acores and NOS Madeira brought actions for judicial review of ANACOM's decisions in respect of the payment of the Annual Fee of Activity (for 2009, 2010, 2012, 2013, 2014, 2017, 2018, 2019, 2020 and 2021) as Electronic Communications Services Networks Supplier, and furthermore the refund of the meanwhile were paid within the scope of the mentioned acts of settlement was requested. Also, NOS Wholesale brought action for judicial review of ANACOM's decision in respect of payment of the Annual Fee of Activity for 2020 and 2021.
The settlement amounts are, respectively, as follows:
- NOS SA: 2009: EUR 1,861 thousand, 2010: EUR 3,808 thousand, 2011: EUR 6,049 thousand, 2012: EUR 6,283 thousand, 2013: EUR 7,270 thousand, 2014: EUR 7,426 thousand, 2015: EUR 7,253 thousand, 2016: EUR 8,242 thousand, 2017: EUR 9,099 thousand, 2018: EUR 10,303 thousand, 2019: EUR 10,184 thousand; 2020: EUR 10,184 thousand and 2021: EUR 9,653 thousand.
- NOS Açores: 2009: EUR 29 thousand, 2011: EUR 60 thousand, 2011: EUR 95 thousand, 2013: EUR 104 thousand, 2014: EUR 107 thousand, 2015: EUR 98 thousand, 2016: EUR 105 thousand, 2017: EUR 104 thousand, 2018: EUR 111 thousand, 2019: EUR 107 thousand, 2020: EUR 120 thousand and 2021: EUR 123 thousand.
- NOS Madeira: 2009: EUR 40 thousand, 2011: EUR 83 thousand, 2011: EUR 130 thousand, 2012: EUR 132 thousand, 2013: EUR 149 thousand, 2014: EUR 165 thousand, 2015: EUR 161 thousand, 2016: EUR 177 thousand, 2017: EUR 187 thousand, 2018: EUR 205 thousand, 2019: EUR 195 thousand, 2020: EUR 202 thousand and 2021: EUR 223 thousand.
- · NOS Wholesale: 2020: EUR 36 thousand and 2021: EUR 110 thousand.
2. Tax authorities
During 2003 to 2022 financial years, some companies of the NOS Group were the subject of the 2001 to 2020 financial years. Following these inspections, NOS SGPS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and sthe payments related to the corrections made to the above exercises. The total amount of the notifications unpaid is about EUR 36 million, added interest, and charges. These which totally were contested, are the respective lawsuits in progress.
3. Actions by MEO against NOS S.A., NOS Madeira and NOS Acores and by NOS S.A. against MEO
After the judgment was carried out, in May 2022, the court partially accepted NOS, condemning MEO to pay 7.9 million euros, contested by MEO and NOS by submitting appeals in October 2022. It is understanding of the Board of Directors, corroborated by attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be lawsuit, due to MEO already having been convicted for the same offences by ANACOM.
4. Action brought by DECO
After the discussion and trial sessions were held in 2022, the parties are now awaiting the court's decision. It is the conviction of the Board of Directors of NOS that the arguments used by the author are unfounded, which is why it is believed that the outcome of the process should not result in significant impacts on the Group's financial statements.
5. Interconnection tariffs
On 30 September 2022, accounts receivable include EUR 37,139,253 and EUR 43,475,093, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO - Servicos de Comunicação e Multimédia, S.A. (previously named TMN - Telecomunicações Móveis Nacionais, S.A.), in relation of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final.
7. Financial assets at fair value through other comprehensive income
On 30 September 2022 and 31 December 2021, this caption was composed as follows:
| 30 September 2022 | 31 December 2021 | |
|---|---|---|
| Deepfence | 2,564,625 | 2,207,300 |
| Style Sage | 2,171,341 | 1.868.807 |
| Nextail | 1,628,760 | 1,628,760 |
| Iriusrisk | 7,124,896 | 1,416,514 |
| Sensei | 405,900 | 405,900 |
| Eat Tasty | 259,696 | |
| Others | 211,778 | 211,779 |
| 14,107,300 | 7.998.756 |
On 30 September 2022, these investments correspond to shareholdings in which the Group has no significant influence.
According to IFRS 9 these investments at fair value through other 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 designated as investments at fair comprehensive income. For investments with a maturity of less than a year, the acquisition costs were considered as a reasonable approximation of their fair value. For investments with a maturity greater than a year, the subsequent changes in fair value are presented through other comprehensive income. The fair value of the investments is calculated in the country of the investment and converted to euros at the end of the reporting period.
In the periods ended on 30 September 2022 and 2021, the change in investments at fair value through other comprehensive income was as follows:
| 30 September 2022 | 30 September 2021 | |
|---|---|---|
| Opening balance | 7,998,756 | 7,299,791 |
| Acquisitions/Capital Increases | 2,205,850 | |
| Fair value | 3,902,694 | 302.169 |
| Others | (101) | |
| Closing balance | 14,107,300 | 7,601,859 |
StyleSage
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 competitions from around the world. Then, with groundbreaking technology in machine learnition, StyleSage cleans, organizes, and analyzes the massive amounts of collected data into a cloud-based that empowers brands and retailers to make informed, data-driven decisions in areas such line planning, markdown optimization, and global expansion.
Nextail
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 USD 10 million Series A round led by London and Amsterdam based venture Partners LLP ("KEEN"), together with Bright Pixel and existing investor Nauta Capital. The new financing was to be used to accelerate product development and double the size of the team, as it grows internationally.
IriusRisk
IriusRisk (previously named Continuum Security) is a Spanish based company with an application to address vulnerabilities early in the development process. In order their international growth plans, the company has raised an investment round of EUR 1.5 million, which was led by Swanlaab Venture Factory and joined by JME Venture Capital and Bright Pixel. In September 2020, the company raised a series A round of USD 6.7 million participated by Paladin, 360 CP, Swanlaab JME Venture Capital and Bright Pixel. In August 2022, IriusRisk raised a Series B round of \$28.7m led by Paladin Capital Group with the participation from existing investors Bright Pixel, Swanlaab Venture Factory, 360 Capital and Inveready.
Deepfence
Deepfence is a leading US-based cloud-native workload protection platform that aims to provide a unified security platform for kubernetes, virtual machines workloads. Deepfence ensures business continuity in the face of persistent threats by detecting and disrupting sophisticated attacks targeting cloud-native technologies, the current world connected. Deepfence raised USD 9.5 million in Series A financing led by AllegisCyber, with participation from Bright Pixel, and existing investor Chiratae Ventures.
8. Financial assets at fair value through profit or loss
On 30 September 2022 and 31 December 2021, this caption was composed as follows:
| 30 September 2022 | 31 December 2021 | |
|---|---|---|
| Arctic Wolf | 86,174,795 | 74,168,202 |
| Ometria | 20,951,265 | 22,016,496 |
| Cybersixgill | 20,279,985 | 5,297,520 |
| SafeBreach | 15,470,662 | 13,315,160 |
| Sales Layer | 9,714,017 | 2,500,358 |
| Codacy Group | 8,000,005 | - |
| Chord | 6,155,100 | - |
| Hackuity | 6,000,000 | - |
| Citcon | 5,129,249 | 4,414,600 |
| Weaveworks | 5,129,248 | 4,414,599 |
| Mayan | 5,129,248 | - |
| Afresh | 5,129,241 | |
| Visenze | 4,738,199 | 4,078,033 |
| Jscrambler | 3,828,724 | 3,828,724 |
| Didimo | 2,980,189 | |
| Reblaze | 2,821,088 | 2,428,030 |
| Sellforte | 2,500,003 | 2,500,003 |
| Taikai | 1,836,895 | 1,836,895 |
| Replai | 1,800,887 | 1,800,887 |
| Daisy Intelligence | 1,237,529 | 1,153,213 |
| Experify | 1,333,605 | |
| CiValue | 1,977,741 | |
| Cellwise | 8,641,594 | |
| Others | 7,038,964 | 4,552,520 |
| 223.378.898 | 158.924.575 |
In accordance with IFRS 9, Investments not designated, in the initial recognition as 'Investments at fair value for other comprehensive income', are classified as 'Investment at fair value through profit or loss'. Are also included in this caption the investments in associated companies, held by a venture capital or equivalent, in which the Group opted, in the initial recognition for, to measure at fair value through results in accordance with IFRS 9. In the investments of less than 1 year, their acquisition cost was considered a reasonable approximation of their respective fair value. For investments over 1 year, subsequent changes in fair value are presented through profit or loss. The investments is calculated in the currency of the country of the investment and converted to euros at the end of the reporting period.
In the periods ended on 30 September 2022 and 2021, the change in investments at fair value through other comprehensive income was as follows:
| 30 September 2022 | 30 september 2021 | |
|---|---|---|
| Opening balance | 158,924,575 | 92,324,063 |
| Acquisitions/Capital Increases | 42.124.387 | 10.687.262 |
| Fair value | 33.124.990 | 6.469.315 |
| Exits | (10,795,054) | (27,550,065) |
| Closing balance | 223,378,898 | 81.930.575 |
In the period ended on 30 September 2022, the caption 'Exits' refers to the sale in CiValue for EUR 5.3 million, which generated a capital gain of EUR 3.3 million, the sale of the stake in Cellwize for EUR 22.7 million, which generated a capital gain of EUR 13.9 million and the sale of thestake in Beamy, which generated a capital gain of EUR 667 thousand.
ArcticWolf
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 to quickly detect and contain threats. Bright Pixel, jointly with US technology investors Lightspeed Venture Partners and Redpoint, entered in the company's cap table in 2017 in a series B round. Since then, the Company closed a USD 45 million series C round in 2018, a USD 60 million Series D round at the end of 2019, a USD 200 million Series E round in October 2020 funding at a valuation of USD 1.3 billion and, in 2021, a USD 150 million, held by existing and new investors, at an underlying valuation of USD 4.3 billion.
Ometria
Ometria is a London based Al powered custom with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the Series A round, alongside several strategic investors (including Summit Scries) and was reinforced during series B and C rounds.
Reblaze
Reblaze is an Israeli company that proprietary security technologies in a unified platform, shielding assets from threats found on the Internet. The company raised a Series A round in which Bright Pixel led jointly with JAL Ventures and Data Point Capital.
ViSenze
Visenze is a Singapore-based company that delivers inage recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSerze to convert images into inmediate product search opportunities, improving conversion rates. Media companies use ViSenze to turn any image or video into an engagement opportunity, driving incremental revenue. Bright Pixel co-led, with Gobi Partners, a USD 20 million Series C round to enable the artificial intelligence company to further in its penetration among smartphone manufacturers, as well as with consumer and social communication applications.
Daisy Intelligence
Daisy Intelligence is an Al-powered platform for retail merchandising promotional product and price mixes for dramatically improved business results. Bright Pixel partnere Partners invested in a CAD 10 million (circa EUR 7 million) series A round.
CyberSixgill
Cybersixgill is a market leader in deeb cyber threat intelligence. The company helps Fortune 500 companies, financial institutions, government agencies protect their finances, networks and reputations from cyberthreats that lurk in the deep, dark and surface webs. The advanced cyber threat intelligence platform automates all phases of the intelligence cycle - collection, analysis and dissemination of data - providing organizations with unparalleled information and actionable insights to protect their various assets in the ever-evolving cyber threatscape. Bright Pixel co-led its series B USD 15 million round and participated in its new USD 35 million round raised in 2022 led by More Provident and Pension Funds and RFV Venture Partners.
Jscrambler
Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code), In 2018, the company raised a USD 2.3 million in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the Company raised EUR 10 million in a series A with the participation of Ace Capital Partners.
Sales Layer
Sales Layer is a Spanish based company with a cloud-based Product Information Management (PM) platform, helping brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Bright Pixel led its series A round and recently participated in its series B round.
Weaveworks
Weaveworks is a US company that helps teams to adopt cloud native infrastructure and applications quickly, reliably and at scale. Weaveworks raised a USD 36.65 million round led by some of the world's leading public cloud and telecommunications companies, including first-time investors AMS), Ericsson, Orange Ventures, Bright Pixel and Telekom Investment Pool (TIP). The round also included follow-on investments from Accel, GV, and Redline Capital.
Sellforte
Selforte, based in Helsinki, Finland, is a Saas platform for Retailers, which uses proprietary data science and Al to measure the effectiveness of online and offline marketing investments.
Portainer.io
Portainer.io, based in New Zealand, is one of the most popular container management platforms universal tool unleashes the power of containerized applications for everyone.
Citcon
Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables global commerce at scale by connecting the world's businesses with more than 100+ mobile wallers, local and alternative payment methods. Citcon raised USD 30 million in Series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.
SafeBreach
Safebreach, pioneer in the Breach and Attack Simulation (BAS) market, is the world's most widely used continuous security validation platform. The patented platform automatically and safely executes of attack methods to validate network, endpoint, cloud, container and email security controls against its Hacker's Playbook™, the world's largest collection of attack data broken down by methods, tactics and threat actors. SafeBreach raised USD 53.5 million in Series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.
Experify
Experify, is the first platform to enable a truly autheric product review experience by connecting prospective buyers with purchasers. Experify raised USD 4 million seed round, led by Vertex Ventures US, with the participation of Bright Pixel and the Berkeley SkyDeck Fund.
Hackuity
Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensvely collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a EUR 12 million funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.
Didimo
Dididimo, a leading creator of high-fidelity digital humans with 3D technology. Didimo enables anyone to quickly and easily create lifelike digital models that businesses and interact and to provide or enjoy services online. In 2020, Didimo announced €1m in funding from new investors led by Armilar Venture Partners along with Bright Pixel and PME Investmentos in cooperation with the 200M Co-Investment Fund. In August 2022, Didimo raised \$7.1m in Series A funding led by Armilar Venture Partners, with the participation of Bright Pixel, Portugal Ventures and Techstars.
Codacy
Codacy, is a PT-based automated code review and engineering productivity tool. It provides intelligence for software engineering teams to reach their full potential. Codacy raised a \$15m Series B funding round led by Bright Pixel Capital, also backed by existing investors Armilar Venture Partners, Join Capital, Caixa Capital, Faber Ventures and Iberis Capital.
Afresh
Afresh, is a US-based leading Al-powered frod technology provider. Afresh's Al-powered solutions optimize critical functions in fresh food, including ordering, inventory, and operations. Afresh significantly reduces food waste, improves its
partners' profitability, and makes fresher, healthier food more accessible to all. Afresh announced a \$115m Series B funding round led by Spark Capital and with participation from Insight Partners, and Bright Pixel Capital.
9. Assets and liabilities held for sale
In the period ended on 30 September 2022, assets and liabilities held for sale include the assets and liabilities of Maxive and its subsidiaries, in accordance with IFRS 5.
The details of Assets and Liabilities held for sale can be detailed as follows:
| (Amounts expressed in Euro) | September 2022 |
|---|---|
| Assets | |
| Non-current assets | |
| Property, plant and equipment,intangible assets and Right of use | 23,521,981 |
| Deferred tax assets | 3,304,458 |
| Other non-current assets | 35,190 |
| Total non-current assets | 26,861,629 |
| Current assets | |
| Trade receivables | 9,038,682 |
| Other current assets | 15,041,513 |
| Cash and cash equivalents | 5,896,988 |
| Total current assets | 29,977,183 |
| Assets held for sale | 56,838,812 |
| Liabilities | |
| Non-current liabilities | |
| Loans | (848,381) |
| Lease liabilities | (1,799,965) |
| Provisions | (122,790) |
| Total non-current liabilities | (2,771,136) |
| Current liabilities | |
| Loans | (3,456,444) |
| Trade payables | (9,026,489) |
| Lease liabilities | (1,540,482) |
| Other current liabilities | (16,035,700) |
| Total current liabilities | (30,059,115) |
| Liabilities directly associated with the assets held for sale | (32,830,251) |
The item "Cash and cash equivalents" includes the allocation to assets held for sale of the Group in the amount of EUR 3,215,000.
In the periods ended 30 September 2022 and 2021, the amounts in the income statement of Maxive and its subsidiaries were recorded under the caption "Consolidated net income/(loss) for the period of discontinued operations" (Note 11), in accordance with IFRS 5.
10. Sales and services rendering
On 30 September 2022 and 2021, this caption was composed as follows:
| 2022 | 2021 (restated) |
|
|---|---|---|
| Technologies | 1,407,283 | 1.262.068 |
| Media and others | 11,661,955 | 10,754,878 |
| 13,069,238 | 12,016,946 |
11. Discontinued units
Maxive Group
In the periods ended 30 September 2022 and 2021, the net income and cash flows from discontinued operations can be detailed as follows:
| (Amounts expressed in Euro) | September 2022 | September 2021 |
|---|---|---|
| Services rendered | 34,808,182 | 32,143,433 |
| Other income | 3,451,922 | 3,054,448 |
| 51,106,888 | 46,083,147 | |
| Cost of sales | (10,978,871) | (9,215,424) |
| External supplies and services | (13,798,414) | (12,867,561) |
| Employee benefits expense | (25,002,074) | (22,785,720) |
| Provisions | (27,548) | |
| Impairment losses | (32,739) | (108,346) |
| Depreciation and amortisation | (3,179,739) | (4,098,614) |
| Other expenses | (234,253) | 499,502) |
| (53,253,638) | (49,575,167) | |
| Other financial expenses | (2,067,066) | (2,833,115) |
| Other financial income | 744,528 | 1.771.453 |
| Current income / (loss) | (3,469,288) | (4,553,682) |
| Income taxation | 98,182 | 385,516 |
| Consolidated net income/(loss) for the period of discontinued operations | (3,371,106) | (4,168,166) |
| Attributed to: | ||
| Non-controlling interests (discontinued operations) | (930,973) | (1,168,982) |
| Cash flows from operating activities (1) | 645,660 | (239.540) |
| Cash flows from investment activities (2) | (595,302) | (437,574) |
| Cash flows from financing activities (3) | 623,765 | 697.067 |
| Net cash flows (4)=(1)+(2)+(3) | 674,123 | 19,953 |
Digitmarket
The net income and cash flows from discontinued operations can be detailed as follows:
| Sales 20,678,415 Services rendered 2,574,960 Other income 10,861 23,264,236 Cost of sales (19,715,473) (1,773,679) External supplies and services Employee benefits expense (1,780,393) Impairment losses (150,359) Depreciation and amortisation (5,823) Other expenses (23,425,727) (15,575) Other financial expenses Other financial income 18,685 |
|---|
| Current income / (loss) (158,381) |
| Income taxation 27,562 |
| Consolidated net income/(loss) for the period of discontinued operations (130,819) |
| Attributed to: |
| Non-controlling interests (discontinued operations) (32,705) |
| (903,596) Cash flows from operating activities (1) |
| (14,112) Cash flows from investment activities (2) |
| Cash flows from financing activities (3) (118,474) |
| Net cash flows (4)=(1)+(2)+(3) (1,036,181) |
Net income for the period ended 30 June 2021 corresponds to the net income generated by Digitmarket in the amount of negative EUR 130,819 and the gain resulting from its disposal in the amount of 5,401,927 euros.
12. Related parties
During the periods ended on 30 September 2022 and 2021, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group and to the concession and obtainment of loans.
The balances and transactions with related parties during the periods ended on 30 September 2022 and 2021 were as follows:
| Balances on 30 September 2022 |
||||
|---|---|---|---|---|
| Accounts receivable | Accounts payable | Other assets | Other liabilities | |
| Parent Company (Sonae SGPS) | 1.561.385 | 15.001.828 | 408.453 | 67.395 |
| Companies jointly controlled | 9.457 | 42.848 | ||
| Associated companies | 332.924 | 251.103 | 635.047 | 221.375 |
| Others related parties | 1.356.783 | 373.290 | 235.633 | 657.984 |
| 3,260,549 | 15,669,069 | 1.279.133 | 946,754 |
| Balances on 30 September 2021 |
||||
|---|---|---|---|---|
| Accounts receivable | Accounts payable | Other assets | Other liabilities | |
| Parent Company (Sonae SGPS) | 2.724.611 | 9.612.009 | 380.730 | 18.420 |
| Companies jointly controlled | 493.749 | 317.088 | 260.245 | 217.619 |
| Associated companies | 152.385 | 8.250 | 2.055.918 | 1.362.137 |
| Others related parties | 2.450.402 | 90.627 | 137.245 | 236,128 |
| 5.821.147 | 10.027.975 | 2,834,138 | 1,834,304 |
| Transactions on 30 September 2022 |
||||
|---|---|---|---|---|
| Sales and | Supplies and | Interest and | Supplementary | |
| services rendered | services received | similar income | income | |
| Parent Company (Sonae SGPS) | 29,174 | 299.404 | 451,839 | |
| Companies jointly controlled | 12.989 | 213.217 | 157,650 | |
| Associated companies | 7.500 | 230.761 | 59.559 | |
| Others related parties | 1.472.750 | 607.954 | ||
| 1,522,413 | 1,351,336 | 511,398 | 157,650 |
| Transactions on 30 September 2021 (restated) |
||||
|---|---|---|---|---|
| Sales and | Supplies and | Interest and | Supplementary | |
| services rendered | services received | similar income | income | |
| Parent Company (Sonae SGPS) | 75 | 247.083 | 320.569 | |
| Companies jointly controlled | 11.748 | 506,260 | 165,072 | |
| Associated companies | 38.370 | |||
| Others related parties | 1.086.062 | 524.734 | ||
| 1,097,886 | 1,278,077 | 358.939 | 165,072 |
During the period ended 30 September 2022, the Company distributed as dividends the amount of EUR 15,718,455 to Sonae (EUR 7,859,228 in 2021) and EUR 37,648,245 to Sontel BV (EUR 18,824,123 in 2021).
The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.
All the above transactions were made at market prices.
Both accounts receivable and payable with related parties will be paid in cash and have no guaranties attached.
During the periods ended on 30 September 2022 and 2021, no impairment losses have been recognised as accounts receivables of related parties.
13. Segment information
In the periods ended on 30 September 2022 and 2021, the following business segments were identified:
- Media;
- Technologies; and
- Holding activities.
These segments were identified taking into considerations: 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 considerative threshold (in accordance with IFRS 8).
The segment "Holding activities' includes all the operations of the have as their main activity the management of shareholdings.
Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.
Inter-segment transactions during the years ended on 30 September 2022 and 2021 were eliminated in the consolidation process. All these transactions were made at market prices.
Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.
Overall information by business segment on 30 September 2021, prepared in accordance with the same accounting policies and measurement criteria adopted in the preparation of the consolidated financial statements, can be summarised as follows:
| Media | Technologies | Holding Activities | Subtotal | Eliminations and others | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sep/22 | Sep/21 | Sep/22 | Sep/21 (restated) |
Sep/22 | Sep/21 | Sep/22 | Sep/21 (restated) |
Sep/22 | Sep/21 (restated) |
Sep/22 | Sep/21 (restated) |
|
| Revenues: | ||||||||||||
| Sales and services rendering | 11,442,288 | 10,577,319 | 1.407.283 | 1.093.319 | 228,375 | 292.500 | 13,077,946 | 11,963,138 | (8,708) | 53,808 | 13.069.238 | 12.016.946 |
| Other operating revenues | 634,159 | 406,581 | 140,535 | 268,354 | 235,815 | 128,283 | 1,010,509 | 803,218 | 10,166 | 10,490 | 1,020,675 | 813,708 |
| Total revenues | 12,076,447 | 10,983,900 | 1,547,818 | 1,361.673 | 464,190 | 420,783 | 14,088,455 | 12,766,356 | 1,458 | 64,298 | 14,089,913 | 12.830.654 |
| Depreciation and amortisation | (633.959) | (509,346) | (513,213) | (453.247) | (19,648) | (26,476) | (1,166,820) | (989,069) | (264,434) | (253,978) | (1,431,254) | (1,243,047) |
| Provisions and impairment losses | (70.000) | (63,125) | (54.070) | (12.080) | (133,125) | (66.150) | (133.125) | (66.150) | ||||
| Net operating income / (loss) for the segment | (1,941,290) | (1,702,949) | (4,184,757) | (4,060,268) | (972,868) | 1,290,157) | (7,098,915) | (7,053,374) | 109,222 | 64.140 | (6,989,693) | (6,989,234) |
| Gains and losses on financial assets at fair value through profit or loss |
50,867,109 | 23,847,179 | 50,867,109 | 23,847,179 | 50,867,109 | 23,847,179 | ||||||
| 10,929 | (15,664) | 2,451,882 | 31,385,351 | 43,862,016 | 28.629.776 | 46,324,827 | 59.999.463 | 46,324,827 | 59.999.463 | |||
| Gains and losses in associated companies and joint ventures Other financial results |
(24.000) | 1,961,802 | ||||||||||
| Income taxation | (17,263) 573,505 |
531,101 | 2,259,076 (8,594,981) |
509.144 (12,622,564) |
(1.009.660) (149,077) |
(1.227.791) 103,776 |
1,232,153 (8,170,553) |
(742,647) (11,987,687) |
2,531.099 (3,941) |
72,909 | 3,763,252 (8,174,494) |
1.219.155 (11,914,778) |
| Consolidated net income/(loss) for the period | (1,374,119) | (1,211,512) | 42,798,329 | 39,058,842 | 41,730,411 | 26,215,604 | 83,154,621 | 64,062,934 | 2,636,380 | 2,098,851 | 85,791,001 | 66,161,785 |
| Consolidated net income/(loss) for the period of | ||||||||||||
| discontinued operations | (3,387,957) | 1.074.528 | (3,387,957) | 1.074.528 | 16,851 | 28.414 | (3,371,106) | 1.102.942 | ||||
| Attributable to: | ||||||||||||
| Shareholders of parent company | (1,374,119) | (1,211,512) | 40.418.332 | 40,910,806 | 41,730,411 | 26.215.604 | 80.774.624 | 65.914.898 | 2.511.087 | 1,973,149 | 83,285,711 | 67.888.047 |
| Non-controlling interests | (72,636) | 427,155 | (72,636) | 427,155 | 137,793 | 151,212 | 65.157 | 578,367 | ||||
| Non-controlling interests (discontinued operations) | (935,324) | (1,204,591) | (935,324) | (1,204,591) | 4,351 | 2,904 | (930,973) | (1,201,687) | ||||
| Sep/22 | Sep/21 | Sep/22 | Sep/21 (restated) |
Sep/22 | Sep/21 | Sep/22 | Sep/21 (restated) |
Sep/22 | Sep/21 (restated) |
Sep/22 | Sep/21 (restated) |
|
| Assets: | ||||||||||||
| Tangible and intangible assets and goodwill | 2,978,183 | 3,004,027 | 3.094.688 | 27,605,182 | 30,869 | 69.959 | 6,103,740 | 30.679.168 | 2,041,566 | 2.314.727 | 8,145,306 | 32,993,895 |
| Inventories | 364.311 | 229.658 | 364,311 | 229,658 | 364.311 | 229.658 | ||||||
| Investments in associated companies and joint ventures | 681,423 | 670,494 | 113,227,012 | 143.949.575 | 636.791.555 | 623.008.191 | 750,699,990 | 767,628,260 | 52.944 | 52.944 | 750,752,934 | 767,681,204 |
| Financial assets at fair value through other comprehensive inc Financial assets at fair value through profit or loss |
3,047,947 | 3,047,947 | 14,059,353 223.378.898 |
7.950.809 158.924.575 |
17,107,300 223,378,898 |
10,998,756 158.924.575 |
(3,000,000) | (3,000,000) | 14,107,300 223,378,898 |
7,998,756 158,924,575 |
||
| Other non-current assets and deferred tax assets | 2,794,916 | 2,849,492 | 9.352,567 | 13.373.355 | 122,467,923 | 132,711.666 | 134,615,406 | 148,934,513 | (116,579,986) | (125.847,356) | 18,035,420 | 23,087,157 |
| Other current assets of the segment | 10,789,094 | 12,796,640 | 21,950,416 | 63,456,171 | 240.884.013 | 244,055,884 | 273,623,523 | 320,308,695 | 6,159,962 | 5.636.002 | 279,783,485 | 325,944,697 |
| Assets held for sale | 56.853.363 | 56,853,363 | (14.551) | 56,838,812 | ||||||||
| Liabilities: | ||||||||||||
| Liabilities of the segment | 10,212,631 | 10,791,006 | 81,314,118 | 119,020,901 | 2,033,772 | 2,482,611 | 93,560,521 | 132,294.518 | (15,455,614) | (22,249,334) | 78,104,907 | 110.045.184 |
| Liabilities directly associated with the assets held for sale | 33,684,221 | 33,684,221 | (853,970) | 32,830,251 | ||||||||
| CAPEX (dec/21 restated) | 609,345 | 777.124 | 46,683,163 | 29.924.086 | 29.642.656 | 31,967,595 | 76.935.164 | 62.668.805 | (29,578,319) | (31,412,114) | 47,356,845 | 31,256,691 |
During the period ended on 30 September 2022 and 2021, the inter-segments sales and services were as follows:
| Media | Information Systems | Holding Activities | |
|---|---|---|---|
| 2022 | |||
| Technologies | 54,000 | ||
| External trade debtors | 11,442,288 | 1,407,283 | 174,375 |
| 11,442,288 | 1,407,283 | 228,375 | |
| Media | Information Systems (reexpresso) |
Holding Activities | |
| 2021 | |||
| Technologies | 56,250 | ||
| External trade debtors | 10,577,319 | 1,093,319 | 236,250 |
| 10,577,319 | 1.093.319 | 292,500 |
During the periods ended on 30 September 2022 and 2021, sales and services rendering in the Media segment were obtained predominantly in Portuguese market representing 94% of revenue (95% in 2021) and in the Holding Activities segment were obtained totally in Portuguese market, 100% in 2022 and 2021.
During the periods ended on 30 September 2022 and 2021, for the Technologies segment, the Portuguese market is dominant, representing 98% of revenue (83% in 2021).
14. Subsequent events
On 11 October, Sonaecom's subsidiary, Sonae Investment - Software and Technology, SGPS, S.A. (Bright Pixel Capital) and other shareholders, made the sale of all share capital and voting rights of Maxive – Cybersecurity, SGPS, S.A., to Thales Europe, S.A.S. following the agreement reached with Maxive on May 17, 2022.
The transaction underlies an Enterprise Value target of €120m and results in a positive impact on Sonacon's consolidated results of around €64,8m.
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.
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 are not historical facts.
These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, the telecommunications industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "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 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.
SONAECOM_RESULTS ANNOUNCEMENT 15
Report available on Sonaecom's corporate website www.sonaecom.pt
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