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Sonaecom SGPS

Quarterly Report May 29, 2020

1921_10-q_2020-05-29_9b88ab36-b13e-4968-b1ec-64c6152cedd7.pdf

Quarterly Report

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SUMMECOM

MANAGEMENT REPORT & ACCOUNTS 1020

The consolidated financial information disclosed in this report is based on unaudited financial statements, prepared in accordance with the International Financial Reporting Standards (AS/IFRS), issued by the International Accounting Standards Board (IASB), as adopted by the European Union.

Table of contents

I MANAGEMENT REPORT
1. Main Highlights 3
2. Sonaecom Consolidated Results 3
2.1 Telecommunications 4
2.2 Technology 5
23 Media 8
3. Subsequent Events 9
4. Appendix 10
II FINANCIAL STATEMENTS
5. Financial Information 13
5.1. Sonaecom condensed consolidated financial statements 13
5.2. Notes to the condensed consolidated financial statements of Sonaecom 18

I – MANAGEMENT REPORT

MANAGEMENT REPORT & ACCOUNTS 2020

1. Main Highlights

Service revenues increasing 10.8% y.o.y., partially offsetting the decrease on technology resale, and with positive profitability evolution

Negative Net Income at NOS due to COVID-19 pandemic impacts, namely the significant non-recurrent itens recorded

Solid growth of cybersecurity services in the Technology area

2. Sonaecom Consolidated Results

Introductory note:

Since its emergence in Europe, at the beginning of 2020, and pational lock-cown declared on 18th March, the Board of Directors has followed in detail and with great concern related to the Covid-19 pandemic, following closely the position of the competent international entities, namely the World Health Organization and the European Centre for Disease Prevention and Control, as well as the Portuguese Directorate-General of Health.

Considering the level of existent risk, a self-government model was developed to manage this crisis, in alignment with the various businesses, depending on the level of risk defined at each moment. Prevention/contingency plans were triggered, defined and developed, covering the entire organization, from operations to central structures and a set of risk mitigation measures were identified.

In this sense and considering the high risk of contagion and spread of the virus, mandatory actions were defined and communicated, as well as recommendations for all employees, such as the prohibition of all trips; advising against realization in congresses, fairs, exhibitions and extended training; disclosure of care to be taken in hand hygiene and respiratory etiquette work procedures, ensuring for that purpose – and depending on the existence of portable computers and internet access for employees, among many others.

So far, the Group's business operations have been affected in very different levels:

  • The technology area did not feel significant impacts from this situation on its 1Q20 results, but we know that the magnitude and degree of uncertainty that an event of this nature involves may have negative impacts in the coming quarters, namely on Professional Services revenues, on Technology Reselling (either due to a reduction in demand or a drop in supply) and on the value of some minority stake
  • · At NOS, the main operating impacts of the pandemic in 1020 revenues were felt namely in: i) Cinemas and Audiovisuals: complete closure of NOS theatres on 16 March and postponement of a number of movie premieres; ii) Roaming and international calls: traffic and revenues impacted by restrictional travel; iii) Premium sport channels: reduction in revenues with subscriptions being offered for free given the absence of live sports events; and iv) Equipment: fall in sales of all nonessential retail activity namely in shopping centres and to general restrictions to circulation.
  • · Publico's activity was materially impacted, namely in offline newspaper sales, with the close of the majority of sale, and in advertising revenues.

The spread of COVID-19 has caused historic falls in the capital market and instability in asset values on all world stock exchanges.

The potential impact that this situation may have depends on the virus, making projections difficult. However, at this stage, given the progressive easing of restrictive measures in Europe, we still expect a challenging Q2 but hopefully a gradually more normalized Q3 and Q4. Importantly, given the significant amount in cash and bank deposits and a low amount of remunerated debt, no material changes in the Company's liquidity are expected. Furthue to implement all measures deemed appropriate to mine with the recommendation of the competent entities and in the best interest of all our stakeholders.

Telecommunications area, which includes a 50% stake in ZDPT - consolidated through the equity method - which owns 52.15% stake in NDS, presented negative results due to the impacts from CDVD-19 pandemic, namely, the register of significative non-recurrent items and the slowdown in activity, in particular in the Cinema and Audiovisuals and Wholesale segments.

During 1020, Technology area continued to entering in the capital of a new retail tech company and reinforcing its investment in some portfolio companies.

Turnover

Consolidated turnover in 1Q20 reached 29.4 million euros, decreasing 14.7%, when compared to 1Q19. This negative evolution was driven by both Media and Technology areas, the latter particularly driven by third party products.

Operating costs

Operating costs amounted to 32.0 million euros, 14.2% below 1019. Personnel costs decreased 30.8% to 14.6 million euros, mainly driven by the lower cost of goods sold, aligned with the lower level of sales. Other operating costs increased 19.6%, mainly explained by the higher level of Outsourcing costs.

EBITDA

Total EBITDA, despite the slight improvement of underlying EBITDA, decreased and stood at negative 3.3 million euros, explained by the decrease on equity results and non-recurrent items.

In 1Q19, the non-recurrent items stood at 5.2 million euros, driven by the capital gain generated by Saphety's sale.

The equity results, mostly driven by ZDPT contribution which, in turn, depends on NOS net income evolution, decreased to negative 1.1 million euros.

Net results

Sonaecom's EBIT decreased to negative 5.5 million in 1019, explained by the lower level of EBITDA and the higher level of depreciations.

Sonaecom's earnings before tax (EBT) decreased from 9.6 million euros, driven by the lower EBIT and financial results.

Indirect results reached 0.2 million euros with 0.1 million euros in 1019, impacted by Armilar Venture Funds' portfolio fair value adjustments.

Net results group share stood at negative 4.5 million euros, below the positive 11.1 million euros presented in 1Q19.

Operating CAPEX

Sonaecom's operating CAPEX decreased to 1.3 million euros, reaching 4.5 p.p. below 1019. Excluding the IFRS 16 impact, operating CAPEX would be 0.7 million euros, 0.5 million euros below 1Q19.

Capital structure

The net cash position stood at 232.5 million euros since December 2019. Excluding IFRS 16 impacts, Net cash position stood at 246.7 million euros, 4.0 million below December 2019, mainly driven by 3.7 million euros of investments.

2.1 Telecommunications

evolution, EBITDA- CAPEX decreased 11.5%.

NOS operating revenues were 345.4 million euros in 1Q20, decreasing 3.0% y.o.y.. EBITDA reached 152.7 million euros, decreasing 4.6% when compared to 1019 and representing a 44.2% EBITDA margin. CAPEX excluding leasings amounted to 88.2 million euros in 1020, an increase of 1.1% y.o.y. As a consequence of EBITDA and CAPEX

At the end of 1Q20, total net debt including leasings and long-term contracts (according to IFRS 16) amounted to 1,311.1 million euros. Net Financial Debt/EBITDA after lease payments (last 4 quarters) now stands at 1.9x EBITDA, and with an average maturity of 3.0 years.

NOS published its 1Q20 results on 6th May 2020, which are available at www.nos.pt.

During 1Q20, NOS share price decreased 36.4% from €4.800 to €3.052, whilst PS120 decreased by 22.0%.

36.2

78.1%

Operational Indicators

Million euros
Operational Indicators ('000) 1019 1020 A 20/19 4019 d.o.d.
Total RGUs 9,508.5 9,707.9 21% 9.687.3 0.2%
Convergent + Integrated RGUs 4.521.0 4.753.7 5.1% 4,704.5 1.0%
Financial indicators
Million euros
NOS HIGHLIGHTS 1019 1020 A 20/19 4019 q.o.q.
Operating Revenues 355 9 345.4 -3.0% 366.4 -5.7%
EBITDA 160.2 152.7 -4.6% 135.9 124%
EBITDA margin (%) 45.0% 44.7% -0.8pp 37.1% 7.1pp
Net Income 425 -10.4 5.4
CAPEX excluding Leasings 87.3 88.2 1.1% 99.7 -115%

EBITDA-CAPEX excluding Leasings * 2019 and 1Q20 accounts are adjusted to reflect the announcement of the sale of NCS on 1 April 2020, which is still pending regulatory approval

72.9

2.2 Technology

The Technology area aims to build and manage a portfolio of technology businesses around retail and telecommunications, as well as cubersecurity, with an international scale. This area currently compide with minority stakes, Bright Pixel and Vector I fund, four controlled companies – S21Sec, Bizdirect, hovretail and Excellium- that generated circa 44.6% of its revenues outside the Portuguese market with 71.8% out of the total 677 employees based abroad.

64.5

-11.5%

Controlled Companies

S21Sec is a reference multinational MSSP (Managed Security Services Provider), focused on the delivery of cyber security services and development of proprietary supporting technologies, with a global customer base, leveraging its teams in Spain, Portugal and Mexico. Since June 2018, with the integration of Nextel, S21Sec is the most relevant "pure player" (company specializing exclusively in the cybersecurity sector) in Spain and Portugal in terms of turnover and number of cybersecurity experts.

Excellium is a market-leading managed security services provider from Luxembourg, with presence in Belgium and counting with more than 100 experts. Sonae IM investment, at the end of 2018, was aimed both at accelerating growth through a capital raise and acquisition of a majoritų stake.

This investment, together with the stake on 521security group as one of the most relevant cybersecurity services pure players in Europe, counting with more than 500 professionals and direct presence in 13 cities across 6 countries.

The significant European scale and cross-country presence of this group of cybersecurity companies will be key to address the increasing(y challenging needs of all organizations and specially the requirements of those companies operating in the European space, while ensuring agile and fast response from specialized teams close to the customer.

Bizdirect is a technology company specialization, commercialization, consulting and management of corporate software licensing contracts and Microsoft solutions integration.

During 1Q20, the cloud business unit continued to improve its presences in digital transformation and the solutions business unit achieved important new customer Competence Center, in Viseu, contributed to the international revenues that already represent 4.6% of total revenues.

InovRetail is a retail innovation company that provide data science solutions and deliver quantifiable insights and actionable recommendations with direct and sustainable impact on retrics. 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 Experience Optimisation and Advanced Planning & Scheduling.

Bright Pixel is a company builder studio whose goal is to transform the way companies address inovation. Bright Pixel is managing a venture lifecycle going from experimentation and lab phases that have the objects that should be brewed in its incubation program. Bright Pixel invests and supports of internally brewed projects as well as assisting their first batch of invited startups in their product development roadmap and market rollout.

Bright Pixel is also investing in events, like its activity to the tech community as well as promoting a close relationship with its partners, by developing quick proof of concepts aimed at resolving technology and business needs in themes such as retail, media, cyber-security and telecommunications.

Minority Stakes (non-exhaustive)

Armilar Venture Funds are the 3 Venture Capital funds in which Sonae IM owns participation units acquired to Novo Banco. With this transaction, concluded in December 2016, Sonae IM reinforced its portfolio with sizeable stakes in leading edge companies such as Outsystems and Feedzai, both consistently presenting meaningful and sustainable levels of growth.

ArcticWolf, a US based campany, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. US technology investors Lightsped Venture Partners and Redpoint were joined by Sonae IM and Knollwood Investment Advisory in the series B round. During 2018, the Company closed a \$45M series C round and, at the end of 2019, the Company launched a \$60M Series D round, which was closed in the beginning of 2020, at a significant higher valuation. Sonae IM participated in both rounds, reinforcing its stake.

Stylesage is a strategic analytics SaaS platform that helps fashion, home and beauty retailers and brands with critical pre, in and post season decisions globally. Every day, StyleSage pulls product data from competitors' ecommerce websites from around the world. Then, with groundbreaking technology in machine and visual recognition, StyleSage cleans, organizes, and analyzes the massive amounts of collected data into a cloud-based dashboard thands and retailers to make informed, data-diven decisions in areas such line planning, markdown optimization, and global expansion.

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 customent was done by Sonae IM in the Series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was recently reinforced during series B round.

CB4 is a company based in Israel that provides a patented Al software solution for brick and mortar critical operational issues at store, product level. The investment was part of a series B \$16M round, led by Joining. Existing investors Sequoia Capital and Pereg Ventures also participated in the round.

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 Sonae IM led jointly with JAL Ventures and Data Point Capital.

Visenze is a Singapore-ased company that deligent image recognition solutions that shorten the pation as consumers search and discover on the visual web. Retailers use Visenze to convert images into immediate improving conversion rates. Media companies use Viseo any image or video into an engagement opportunity, driving incremental revenue. Sonae IM co-led, with Gobi Partners, a \$20M Series C round that will enable the artificial intelligence company to further invest in its penetration among smartphone manufacturers, as well as with consumer and social communications.

Daisy Intelligence is an Al-powered platform for retail merchandising teams focused on optimizing promotional product and price mixes for dramatically improved business results. Sonae IM partners invested in a C\$ 10M (circa E7M) series A round.

Nextail is a Spanish company that has developed a cloud-cased platform that combines and prescriptive analytics to upgrade retailers' inventory management processes and store operations. The company raised a \$10.0 million Series A round led by London and Amsterdam based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Sonae IM and Capital. The new financing is being used to accelerate product development and double the size of the team, as it grows internationally.

Sixgill is a market leader in deep and dark web cyder threat intelligence. Sixgill helps Fortune institutions, governments, and law enforcement agencies protect their finances, networks and reputations from cuperthreats 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 organization with unparalleled insights to protect their various assets in the ever evolving cyber threatscape. Sixgill raised \$15M in a second round led by Sonae IM and REV Venture with participation by Our Crowd. Previous investors Elron and Terra Venture Partners also participate in the round.

Case on IT is a Spanish company that has developed Medux, a machine learning solution for the measurement, prediction and analysis of landline, mobile and television services the customer experience in markets that collectively seve over 600 million users worldwide. The company raised a Series B round of international fund with Sonae IM.

CiValue is an Israeli company with offices in New York, Paris, and Tel Aviv, is a disruptive provider of cloud-based Precision Marketing and Supplier Advertising Platforms for Retailers. Sonae IM, coupled with Nielsen, led a \$6M Series A investment.

Cellwize is a leading provider of Mobile Network Automation solutions for telco, based in Israel. Cellwize offers modular solutions for an agle adoption of 'zero-touch' network automation capabilities on top of a virtualized service orchestration platform. It supports network operations, especially given the increase in network driven by 55 adoption. Sonae IM invested in a series B round of \$15M led by Deutsche Telekom Capital Partners.

Secucloud is a Germany based company that provides a cloud security all devices (subscriber endpoints) and operating systems with no installation required, offered to Telcos & ISPs as a white label solution. Sonae M totally subscribed the multi million Series B financing round.

Continuum Security is a Spanish based company with an application to address vulnerabilities early in the development process. In order to realise their international growth plans, the company has raised an investment round of 1.5million euros, which was led by Swaanlaab Venture Factory and joined by JME Venture Capital and Sonae IM.

lscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (lavascript code). The company raised a 2.3 million dollars in a series A financing round that was led by Sonae IM with the co-investment of Portugal Ventures.

Probe.ly, having started as an internal project of Bright Pixel, won the Coixo Copital Empreender Award 2017, has stepped from MVP (minimum valuable product) to an independent Web Application Security startup.

Sales Layer is a Spanish based company with a cloud-based Product Information Management (PM) platform, helping bo transform their catalogs into a digital, enriched and multichannel control center. Sonae IM recently led its series A round.

Million euros
TECHNOLOGY AREA 1019 (B) 1020 4 20/19 4019 0.0.0.
Turnover 30.7 25.7 -16.2% 25.5 0.8%
Service Revenues ਰ ਰ 11.0 11.6% 105 4.7%
Sales 20.8 14.7 -293% 15.0 -19%
Other Revenues 0.4 0.3 -33.4% 0.6 -57.7%
Operating Costs 32.6 275 -15.4% 28.4 -3.2%
Personnel Costs 8.6 8.9 4.3% 93 -4.3%
Commercial Costs(1) 20.3 14.0 -31.2% 13.8 1.0%
Other Operating Costs(4) 3.6 4.6 26.6% 5.3 -12.0%
Underlying EBITDA(3) -15 -15 3.0% -0.2
Underlying EBITDA Margin (%) -4.9% -5.7% -0.8pp -0.9% -4.8pp
Operating CAPEX(4) 2.4 1.1 -54.8% 2.8 -62.5%
Operating CAPEX as % of Turnover 7.7% 4.1% -3.5pp 11.1% -7.0pp
Underlying EBITDA - Operating CAPEX -3.9 -25 34.5% -3.1 17.7%
Total CAPEX ਰ ਰ 4.8 -513% 12.5 -61.5%

Financial indicators

(1) Commercial Costs = COGS + Mktg & Sales; (2) Other Operating Services + G&A + Provisions + others; (3) Includes the businesses fully consolidated at Technology area; (4) Derating CAPEX excludes Financial Investments; R) The values were restated in order to reflect Sonaecom structure after Saphety and WeDo sale.

Turnover

Turnover decreased 16.2% y.o.y explained by the decrease on the transactional business of third-party products. Service revenues, mainly cybersecurity services, with a double-digit growth when compared to 1Q19.

Operating costs

Operating costs decreased 15.4% to 27.5 million euros mainly explained by the 31.2% decline at Commercial costs, aligned with the lower level of sales. Other operating costs increased 26.6%, mainly explained by the higher level of Outsourcing Costs.

Underlying EBITDA

Underlying EBITDA stood at negative 1.5 million euros, 3.0% better than 1019.

Underlying EBITDA-operating CAPEX

Underlying EBITDA-operating CAPEX stood at negative 2.5 million euros, increasing when compared to the lower level of Operating CAPEX but also driven by the slightly higher EBITDA. Excluding the IFRS 16 impacts, operating CAPEX would have reached 0.5 million euros, 0.5 million euros below 1019.

2.3 Media

During 1020, Público continued to pursue its digital competencies and presence in online platforms and continued to implement important initiatives aimed at strengthening Público as the reference Portuguese speaking news organisation.

The beginning of the year was marked by a relevant improvement on online business and a stable performance in offline. Since the start of the pandemic and the related restrictive measures, Público's activity was materially in offline newspaper sales, with the close of the majority of points of sale, and in advertising revenues, with the cut on marketing expenses.

The positive performance of online subscriptions and enough to mitigate the negative evolution of offline revenues which translated into an overall 3.8% revenue decrease, when compared to 1Q19.

3. Subsequent Events

Preventive Seizure of 26,075% of the share capital of NOS, SGPS, SA

On April 4th , 2020, SONAECOM, SGPS, S.A., was informed by its affiliate ZOPT that a notice has been received from the Tribunal Central de lnstrução Criminal de Lisboa (hereinafter the "Court") to carry out the preventive seizure ("arresto preventivo") of 26,075% of the share capital of NOS, SGPS, SA (hereinafter NOS), corresponding held by ZOPT in the share capital of NOS, "and, indirectly, by the companies Unitel International Holding Limited", both controlled by Isabel dos Santos. In accordance with such decision, the shares preventively seized are deprived of its voting rights and of the right to receive dividends, and the latter shall be deposited in Caxa Geral de Depósitos, S.A., by order of the remaining half of ZOPT's shareholding in NDS, corresponding to the same percentage of 26.075% – and which, at least in line with the criteria used by the Court, embodies the 50% shareholding held in ZOPT by SONAECOM -- was not seized and its inherent rights were not subject to any limitation whatsoever.

Although ZDPT was not notified of the preventive seizure, based on the preliminary information available, the Bard of Directors of both ZOPT and SONAECOM consider that, not only such preventive seizure is illegitimate and offends several fundamental rights of ZOPT, as it is not legally likely to determine the deprivation of voting rights, or even to inhibit the holder of the arrested shares from continuing to exercise these rights. We understand that such deprivation is null and shall produce no effect. For this reason, the Board of Directors of both ZOPT and SONAECOM conditions of control of ZOPT over NOS are met, and that this seizure shall have no material effects on the control of this company.

ZOPT will take all the necessary procedures to revert and terminate the seizure and has already presented its opposition (embargos de terceiro).

NOS International Carrier Services (NICS) sale to Tofane Global (1 April 2020)

NOS announced it had reached an agreement with Tofane Global, S.A.S. to sell all of NOS International Carier Services S.A.'s share capital to iBasis, TOFA owned subsidiary and to supply NOS group companies with wholesale international voice and SMS services, which were previously provided by NOS ICS. Completion of this agreement is subject to non-opposition Authority, Considering the approval of the transaction before 31 March 2020, accounts have been restated accordingly for 1Q20 and for FY19.

NOS Tower Sale

NOS announced it had reached an agreement to sell 100% of the share capital of NOS Towering S.A. to Cellnex, encompassing the disposal of approximately 2,000 sites (towers and rooftops). The parties also signed a long-term agreement whereby Cellnex will provide NOS Group with active network hosting over the passive infor acquired, for a period of 15 years which renews automatically for equal periods. In addition, this agreement foreses a perimeter increase of up to 400 additional sites over the next 6 years. The execution of these agreements is subject to the verification of this type of transaction, notably, if applicable, the non-cposition by the Competition Authority. This operation, will be accounted as a sale and lease back transaction, was approved after 31 March 2020.

4. Appendix

Consolidated income statement

Million euros
CONSOLIDATED INCOME STATEMENT 1019 (R) 1020 A 20/19 4019 q.o.q.
Turnover 34.4 29.4 -14.7% 29.8 -1.5%
Service Revenues 115 12.7 10.8% 123 3.8%
Sales 229 16.6 -27.5% 175 -5.2%
Other Revenues 0.5 0.4 -24.0% 0 d -53.7%
Operating Costs 37.3 32.0 -14.2% 34.0 -5.8%
Personnel Costs 11.2 11 4 21% 12.1 -5.4%
Commercial Costs(1) 21.1 14.6 -30.8% 14.9 -1.8%
Other Operating Costs (2) 5.0 6.0 19.6% 7.0 -14.9%
EBITDA 11.5 -3.3 -6.8 51.4%
Underlying EBITDA(3) -23 -21 9.1% -1.2 -80.0%
Non recurrent itens(4) 5.2 -01 -21 94.1%
Equity method(5) 93 -11 -3.6 69.5%
Discontinued Operations(b) -0.6 0.0 100.0% 0.0 -100.0%
Underlying EBITDA Margin (%) -6.8% -7.2% -0.4pp -3.9% -3.3pp
Depreciation & Amortization 21 2.2 4.4% 39 -43.8%
EBIT 94 -5.5 -10.8 48.7%
Net Financial Results 0.1 -0.5 -0.1
Financial Income 05 0.7 34.9% 0.8 -120%
Financial Expenses 0.4 1.2 09 36.1%
EBT 9.6 -6.0 -10.8 44.4%
Tax results 11 0.7 -34.0% -0.1
Direct Results 10.6 -5.3 -10.9 51.2%
Indirect Results() 0.1 0.2 117.0% 27.7 -99.3%
Net Income 10.7 -5.1 16.8
Group Share 11.1 -4.5 17.6
Attributable to Non-Controlling Interests -0.3 -0.6 -88.8% -0.8 24.9%

ക്ല സമ്മില്ലിക്കുന്നത്.
ജി വിലമാണ് പ്രോസ്റ്റ് എന്നിവർ പ്രാമ്പ്യം പ്രവേശം പ്രവേശം പ്രവേശം
ക്രിപ്പിക്കുന്നത് പ്രവേശങ്ങളുടെ പ്രവേശം പ്രവേശം നായ നടത്തു പ്രവേശം
ക്രിസ്റ്റ് പ്രാമ്

Consolidated balance sheet

Million euros

CONSOLIDATED BALANCE SHEET 1019 (B) 1020 4 20/19 4019 q.o.q.
Total Net Assets 1,219.4 1,195.7 -1.9% 1,203.0 -0.6%
Non Current Assets 921.1 898.5 -2.5% 897.4 0.1%
Tangible and Intangible Assets and Rights of Use 45.7 21.9 -52.0% 23.0 -4.6%
Goodwill 36.6 145 -60.3% 145 0.0%
Investments 823.4 848.7 3.1% 847.6 0.1%
Deferred Tax Assets 10.6 4.2 -60.6% 4.3 -1.2%
Others 47 91 93.8% 8.0 13.6%
Current Assets 298.3 297.2 -0.4% 305.6 -2.7%
Trade Debtors 42.0 20.1 -52.0% 27.2 -26.0%
Liquidity 224.2 2510 120% 2559 -1.9%
Others 32 1 26.1 -18.8% 225 15.9%
Shareholders' Funds 1,079.6 1,067.1 -1.2% 1,072.5 -0.5%
Group Share 1,079.7 1,068.2 -1.1% 1,073.1 -0.5%
Non-Controlling Interests -0.1 -1.0 -0.6 -63.8%
Total Liabilities 139.8 128.6 -8.0% 130.5 -1.4%
Non Current Liabilities 61.1 71.3 16.7% 71.7 -0.6%
Bank Loans 2.7 31 13.4% 3.3 -7.1%
Provisions for Other Liabilities and Charges 23.3 30.8 32.2% 30.8 -0.1%
Others 35.1 37.4 6.7% 37.6 -0.4%
Current Liabilities 78.7 57.3 -27.2% 58.8 -2.5%
Loans 3.3 1.0 -70.6% 1.5 -37.0%
Trade Creditors 19.7 191 -2.8% 19.0 0.3%
Others 55.8 37.2 -33.2% 38.2 -2.5%
Operating CAPEX(1) 3.2 13 -59.1% 4.7 -723%
Operating CAPEX as % of Turnover 9.3% 4.5% -4.9pp 15.9% -11.4pp
Total CAPEX 10.7 5.1 -52.9% 144 -64.8%
Underlying EBITDA - Operating CAPEX -5.5 -3.4 38.2% -59 42.0%
Gross Debt 23.5 18.5 -21.2% 194 -4.8%
Net Debt -200.7 -2325 -15.8% -236.5 1.7%

(1) Qperating CAPEX excludes Financial nestments;
(R) The values were restatedin order to reflect Sonaecom structureafter Sapherusn web or and one in FRS3.
The Balance Sheet

Consolidated levered FCF

Million euros

LEVERED FREE CASH FLOW 1019 (B) 1020 4 20/19 4019 0.0.0.
Underlying EBITDA-Operating CAPEX -5.5 -3.4 37.9% -5.9 41.8%
Change in WC 0.3 3.1 0.1
Non Cash Items & Other 12 0.3 -73.6% 6.5 -95.3%
Uperating Cash Flow -4.1 -0.1 98.4% 0.6
Investments 16 -3.7 -11-3 66.9%
Dividends 0.0 0.0 0.0
Financial results 0.3 -0.1 -0.1 121%
Income taxes 0.5 0.7 398% 0.8 -191%
FCF(1) -1.7 -3.2 -89.0% -9.9 67.5%

'1) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs;
[R) The values were restated in order to reflect Sonaecom structure a

II FINANCIAL STATEMENTS

MANAGEMENT REPORT & ACCOUNTS 2020

5. Condensed Financial Information

5.1. Sonaecom condensed consolidated financial statements

Condensed consolidated statement of financial position

For periods ended on 31 March 2020 and 31 December 2019

(Amounts expressed in Euro) Notes March 2020
(not audited)
December 2019
Assets
Non-current assets
Tangible assets 2,468,547 2,140,056
Intangible assets 10,000,706 10,467,620
Right of use 9,474,640 10,403,459
Goodwill 14,520,952 14,520,952
lnvestments in associated companies and companies jointly controlled 787,699,851 789,256,422
Financial assets at fair value through other comprehensive income 7 61,042,380 58,567,022
Deferred tax assets 4,199,532 4,251,266
Other non-current assets 9,089,341 8,003,913
Total non-current assets 898,495,949 897,410,710
Current assets
Inventories 282,599 240,361
Trade debtors 20,144,073 27,227,731
Other current debtors 8,176,901 8,289,211
Income tax receivable 1,778,624 1,717,566
Other current assets 15,813,380 12,238,902
Cash and cash equivalents 251,024,830 255,877,001
Total current assets 297,220,407 305,590,772
Total assets 1,195,716,356 1,203,001,482
Shareholders' funds and liabilities
Shareholders' funds
Share capital 230,391,627 230,391,627
Own shares (7,686,952) (7,686,952)
Reserves 849,947,920 798,881,018
Consolidated net income/(loss) for the period (4,499,225) 51,562,881
1,068,153,370 1,073,148,574
Non-controlling interests (1,042,029) (636,155)
Total Shareholders' funds 1,067,111,341 1,072,512,419
Liabilities
Non-current liabilities
Non-current loans net of current position 3,055,588 3,289,931
Non-current lease liabilities 10,984,783 11,156,725
Provisions for other liabilities and charges 30,819,450 30,848,948
Deferred tax liabilities 22,277,609 22,211,615
Other non-current liabilities 4,179,041 4,150,043
Total non-current liabilities 71,316,471 /1,125,522
Current liabilities
Current loans and other loans 961,445 1,525,122
Trade creditors 19,098,259 19,041,965
Current lease liabilities 3,484,576 3,448,361
Other creditors 11,470,299 11,935,197
Income tax payable 106,660 90,458
Other current liabilities 22,167,305 22,724,638
Total current liabilities 57,288,544 58,765,741
Total liabilities 128,605,015 130,489,063
Total Shareholders' funds and liabilities 1,195,716,356 1,203,001,482

The notes are an integral part of the condensed consolidated financial statements.

The Certified Accountant

Condensed consolidated income statement by nature

For periods of 3 months ended on 31 March 2020 and 2019 (restated -Note 3)

(Amountsexpressed in Euro) Notes March 2020
(not audited)
March 2019
(not audited and
restated)
Sales 8 16,624,813 22,932,814
Services rendered 8 12,731,744 11,485,661
Other operating revenues 409,952 539,682
29,766,509 34,958,157
Cost of sales (14,110,262) (20,350,544)
External supplies and services (6,296,653) (5,716,876)
Staff expenses (11,425,442) (11,190,243)
Depreciation and amortisation (2,203,747) (2,110,972)
Provisions (104,743) 83,284
impairment losses 1,973
Other operating costs (64,217) (105,344)
(34,205,064) (39,388,722)
Gains and losses in associated companies and companies jointly controlled (820,227) 9,468,949
Other financial expenses (1,220,047) (389,701)
Other financial income 717,744 532,111
Current income / (loss) (5,761,085) 5,180,794
Income taxation 639,469 1,030,792
Consolidated net income/(loss) for the period of continued operations (5,121,616) 6,211,586
Consolidated net income/(loss) for the period of discontinued operations 4,514,747
Consolidated net income/(loss) for the period (5,121,616) 10,726,333
Attributed to:
Shareholders of parent company (4,499,225) 11,056,073
Non-controlling interests (622,391) (554,979)
Non-controlling interests (discontinued operations) 225,239
Earnings per share
Including discontinued operations
Basic (0.01) 0.04
Diluted (0.01) 0.04
Excluding discontinued operations
Basic (0.01) 0.04
Diluted (0.01) 0.04

The notes are an integral part of the condensed consolidated financial statements.

The Certified Accountant

Condensed consolidated statement of comprehensive income

For periods of 3 months ended on 31 March 2020 and 2019 (restated -Note 3)

(Amounts expressed in Euro) Notes March 2020
(not audited)
March 2019
(not audited and restated)
Consolidated net income / (loss) for the period (5,121,616) 10,726,333
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 б (879,584) (50,898)
Changes in currency translation reserve and other 311,899 178,148
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 б 71,706 85.005
Fair value of investments
Consolidated comprehensive income for the period (5,617,595) 10,938,588
Attributed to:
Shareholders of parent company (4,995,204) 11,268,328
Non-controlling interests (622,391) (329,740)

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 3 months ended on 31 March 2020 and 2019 (restated -Note 3)

Reserves
(Amounts expressed in Euro) Share capital Own shares Share premium Legal reserves Reserves of own
shares
Other reserves Total reserves Non
-controlling
Net
income / (loss)
Total
2019
Balance at 31 December 2019
230,391,627 (7,686,952) 775,290,377 18.545.192 7.686.952 (2,641,503) 798.881.018 (636,155) 51.562.881 1,072,512,419
Appropriation of the consolidated net result of 2019
Transfers to other reserves
51,562,881 51,562,881 (51,562,881)
Consolidated comprehensive income for the period ended at 31 March 2020
Other changes
(495,979) (495,979) (622,391)
216,517
(4,499,225) (5,617,595)
216.517
Balance at 31 March 2020 230,391,627 (7,686,952) 775.290.377 18,545,192 7.686.952 48.425,399 849,947,920 (1,042,029) (4,499,225) 1,067,111,341
Reserves
Reserves of own Non Net
(Amounts expressed in Euro) Share capital Own shares Share premium Legal reserves shares Other reserves Total reserves -controlling income / (loss) Total
2019
Balance at 31 December 2018 (restated)
Appropriation of the consolidated net result of 2018
230.391.627 (7,686,952) 775,290,377 17,701,887 7.686,952 (25,551,890) 775.127.326 (816,390) 69,963,887 1,066,979,498
Transfers to other reserves 69,963,887 69,963,887 (69,963,887)
Dividend Distribution (110,000) (110,000)
Consolidated comprehensive income for the period ended at 31 March 2019 (restated) 212,255 212,255 (189,373) 11,056,073 11,078,955
Impacts of fair value adjustments in Goodwill (restated)
Other changes
681,518 681,518 1041467
(64,039)
1,722,985
(64.039)
Balance at 31 March 2019 230,391,627 (7,686,952) 775,290,377 17,701,887 7,686,952 45,305,770 845,984,986 (138,335) 11,056,073 1,079,607,399

The notes are an integral part of the condensed consolidated financial statements.

The Certified Accountant

Condensed consolidated cash flow statement

For periods of 3 months ended on 31 March 2020 and 2019 (restated -Note 3)

(Amounts expressed in Euro) March 2020
(not audited)
March 2019
(not audited )
Operating activities
Receipts from trade debtors 51,587,728
Payments to trade creditors 36,522,557
(22,912,390)
(30,137,962)
Payments to employees (11,331,906) (21,036,640)
Cash flows generated by operations 2,278,261 413,126
Payments / receipts relating to income taxes (88,172) (1,037,321)
Other receipts / payments relating to operating activities (1,033,795) (638,778)
Cash flows from operating activities (1) 1,156,294 (1,262,973)
Investing activities
Receipts from:
Financial investmens 8,323,096
Tangible assets 596 32,213
Intangible assets (7,203)
Interest and similar income 163,220 150,517
Payments for:
Financial investments (3,721,300) (6,997,566)
Tangible assets (342,015) (595,439)
Intangible assets (47,428) (254,648)
Cash flows from investing activities (2) (3,946,927) 650,970
Financing activities
Receipts from:
Loans obtained 4,525
Payments for:
Leasing (1,015,824) (1,306,647)
Interest and similar expenses (237,631) (151,211)
Loans obtained (794,070) (2,560,632)
Cash flows from financing activities (3) (2,043,000) (4,018,490)
Net cash flows (4)=(1)+(2)+(3) (4,833,633) (4,630,493)
Effect of the foreign exchanges (18,493) 3,280
Cash and cash equivalents at the beginning of the period 255,876,956 228,550,322
Cash and cash equivalents at the end of the period 251,024,830 223,923,109

The notes are an integral part of the condensed consolidated financial statements.

The Certified Accountant

5.2. Notes to the condensed consolidated financial statements of Sonaecom

1. Introductory note

SONAECOM, SGPS, S.A. (hereinafter referred to as 'the Company' or 'Sonaecom') was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal. It is the parent company of the Group of companies listed in note 4 and 5 ('the Group').

On June 1, 2000, the company was admitted to trading on Euronext Lisbon, however, with effect from February 24, 2014, it was excluded from the PSI-20.

Sonaecom SGPS, S.A. is owned directly by Sontel BV and Sonae SGPS, SA and Efanor Investimentos SGPS, S.A. is the ultimate controlling company.

In addition to the holding activity, the group's businesses essentially consist of media and technology activities. The Group operates in Portugal and has subsidiaries from the information systems consultancy segment operating in about 4 countries.

The condensed consolidated financial statements are presented in euros, rounded to the unit, except when were referred, being the group's main currency. Foreign currency 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 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 31 March 2020, were prepared in accordance with IAS 34 -Interim Financial Reporting. Consequently, these financial statements do not include all the informational Financial Reporting Standards (IFRS'), so they should be read with the consolidated financial statements for the year end 31 December 2019. The accounting policies and measurement criteria, adopted by the group at 31 March 2020 are consistent with those used in the preparation of 31 December 2019 financial statements, except for the period, in accordance with IAS 34.

The condensed consolidated financial statements of Sonaecom Group were prepared on the assumption of operations, based on the books and accounting records of the companies included in the consolidation, which were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted and effective in the European Union and, based on historical cost, except for the revaluation of certain financial instruments.

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 2020 which had no material impact on the group's condensed financial errors from previous periods have been corrected.

The following standards, interpretations, and revisions have been approved (endorsed) by the European Union, and have mandatory application to the financial years beginning on or after 1 January 2020 and were first adopted in the period ended at 31 March 2020:

  • IFRS 3 (amendment): Business combinations (Amendment to the definition of business)

-IFRS 9, IAS 39 and IFRS 7 (amendment): Reform of the reference interest rates (Introduction of exemptions to hedge accounting in order that the reform of the reference interest rates does not determine the cessation of hedge accounting)

-IAS 19 (amendment): Employee benefits (Requires to use updated assumptions to calculate the remaining liabilities after updating, cutting or settling benefits, with an impact on the income statement, except for the reduction of any excess falling under the scope of " asset ceiling ")

-IAS 1 and IAS 8 (amendment): Presentation of the financial statements and accounting policies, changes in accounting estimates and errors (Update of the definition of material, when applying the standards to the financial statements as a whole). Conceptual structure - Changes in the reference to other IFRS (Change to some IFRS in relation to cross-references and clarification of the new definitions of assets / liabilities and expenses / income.

Regarding the new standards that became effective in the financial years beginning on or after 1 January 2020, the Group concluded that the application of these standards did not have a materially effect on the financial statements.

During the period ended at 31 March 2020, to ensure the financial statements, the condensed consolidated financial statements for the period ended at 31 March 2019 were restated by the effects described below:

Restatement of the impacts of the alienation of the We Do Group

In July 2019, the We Do Group composed by We Do Consulting – Sistemas de Informação, S.A. (with a share capital held of 100% by Sonae Investment Management - Software and Technology, SGPS, S.A.), Cape Technologies Limited (100% owned by We Do Consulting – Sistemas de Informação, S.A.), Wedo do Brasil Soluções Informáticas, Ltda (99,91% owned by We Do Consulting – Sistemas de Informação, S.A.), We Do Technologies Americas, Inc (100% owned by Cape Technologies BV (100% owned by We Do Consulting – Sistemas de Informação, S.A.), We Do Technologies BV – Malaysian Branch (100% owned by We Do Technologies BV), We Do Chile (100% owned by We Do Consulting-Sistemas de Informação, S.A.), We Do Technologies Egyet LLC (90% owned by We Do Technologies BV and 10% by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies España - Sistemas de Informação, S.L. (100% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies (UK) Limited (100% owned by We Do Consulting - Sistemas de Informação, S.A.), We Do Technologies Mexico, S de R.L. (99,999% owned by We Do Technologies BV and 0,001% by We Do Consulting - Sistemação, S.A.) and by Tecnológica Telecomunicações, LTDA. (99,99% owned by Wedo do Brasil Soluções Informáticas, Ltda) was sold to Mobileum Inc.(note 3.c). The Group was classified, for presentation purposes, as a discontinued operation.

As envisaged by IFRS 5, changes were made in the Consolidated Statements of Income by nature for the period ended at 31 March 2019 to reflect in a single item (Net income for the period of discontinued operations'), on the income statement, the after-tax profits or losses of the discontinued operations.

Goodwill restatement

In December 2018 with the acquisition of Excellium Group, a Goodwill was recorded although the allocation of the purchase price is subject to changes until the completion of the one year period from the date of acquisition, as permitted by IFRS 3 Business Concentrations.

In June 2019, the fair value of the identifiable assets acquired, and liabilities assumed was measured.

As provided in IFRS 3, the provisional amounts recognistion date were retrospectively adjusted to reflect the new information obtained on facts and circumstances that existed at that, if known, would have affected the measurement of the recognised amounts in this date.

The impacts of restating the consolidated accounts in accordance with the changes described above for the period ended March 31,
2019 can be summarised as follows:

(Amounts expressed in Euro) March 2019
(reported)
Goodwill Excellium's fair
value adjustments
Restatement of We Do
Group's contribution to
discontinued units
March 2019
(restated)
BALANCE SHEET
Non-current assets
Tangible assets 3,334,625 (13,484) 3,321,141
Intangible assets 22,762,981 3,637,883 26,400,864
Goodwill 37,852,644 (1,253,002) 36,599,642
Investments in associated companies and companies jointly controlled
Current assets
789,113,093 (8,103) 789,104,990
Trade debtors 41,993,048 15,248 42,008,296
Other current debtors 8,671,635 28,000 8,699,635
Other current assets 18,004,206 1,690,294 19,694,500
Cash and cash equivalents 1,956 1956
Shareholders' funds
Reserves 845,303,445 681,541 845,984,986
Non-controlling interests (1,179,802) 1,041,467 (138,335)
Non-current liabilities
Deferred tax Liabilities 13,957,969 651,023 14,608,992
Other non-current liabilities 7,057,006 (219,704) 6,837,302
Current liabilities
Trade creditors 19,641,010 10,153 19,651,163
Other creditors 14,404,971 56,400 14,461,371
Other current liabilities 34,583,166 2,081,581 36,664,747
STATEMENT OF COMPREHENSIVE INCOME
Total Revenues 48,486,987 (476,145) (13,052,685) 34,958,157
External supplies and services (9,824,997) 401,725 3,706,396 (5,716,876)
Other operating costs (39,571,889) 8,011,015 (31,560,874)
Depreciation and amortisation (3,394,402) (328,799) 1,612,229 (2,110,972)
Gains and losses in associated companies and companies jointly controlled 9,468,949 9,468,949
Other financial expenses (1,027,760) 638,059 (389,701)
Other financial income 1,090,143 (558,032) 532,111
Income taxation 614,822 59,184 356,786 1,030,792
Net income/(loss) for the period of continued operations 5,841,853 (344,035) 713,768 6,211,586
Net income/(loss) for the period of discontinued operations 5,228,516 (713,768) 4,514,747
Non-controlling interests (414,612) (140,367) (554,979)
Non-controlling interests (discontinued operations) 225,239 225,239

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 at 31 March 2020 and 2019, are as follows:

Percentage of share capital held
Company (Commercial brand) Head office Main activity Shareholder 2020
Direct Effective*
2019
Direct Effective*
Parent company
SONAECOM, S.G.P.S., S.A. ('Sonaecom') Maia Management of shareholdings.
Subsidiaries
Bright Developement Studio, S.A. ('Bright')
Lisbon Research, development and commercialization of projects and
service solutions in the area of information technology,
communications and retail, and consulting activities for
business and management.
Sonae IM 100% 100% 100% 100%
Bright Ventures Capital, SCR, S.A. Lisbon Realization of investment in venture capital, management of
venture capital funds and investment in venture capital fund
units
Bright 100% 100% 100% 100%
Cape Technologies Limited ('Cape Technologies') (d) Dublin Rendering of consultancy services in the area of information
systems.
We Do Alienated 100% 100%
Digitmarket - Sistemas de Informação, S.A. ('Digitmarket'
- using the brand 'Bizdirect')
Maia Development of management platforms and
commercialisation of products, services and information, with
the internet as its main support.
Sonae IM 75.00% 75.00% 75.00% 75.00%
Excellium Group, S.A. ('Excellium') Contern Excellium assist enterprises to perform business and risk
assessments, define security policies and procedures, respond Sonae IM
to security incidents and deliver computer forensics services.
59.20% 59.20% 59.20% 59.20%
Excellium Services, S.A. ('Excellium Services') Lontern Provide services within the IT and cibersecurity domain mainly
to Luxembourgish institutions, banks and insurance
companies.
Sonae IM 59.20% 59.20% 59.20% 59.20%
Excellium Services Belgium, S.A. ('Excellium Services
Belgium')
Wavre Provide services within the IT and cibersecurity domain mainly
to Belgium institutions, banks and insurance companies
Sonae IM 59.20% 59.20% 59.20% 59.20%
Excellium Factory SARL ('Excellium Factory') Raouad-
Ariana
Vehicle for the Excellium product development in Africa. Sonae IM 80% 47.36% 80.00% 47.36%
Inovretail, S.A. Uporto Industry and coméricio of electronic equipment and software;
development, installation, implementation, training and
maintenance of systems and software products; rental
equipment, sale of software use license; consulting business,
advisory in retail segments, industry and services.
Sonae IM 100% 100% 100% 100%
Inovretail España, SL ("Inovretail España") Madrid Industry and coméricio of electronic equipment and software;
development, installation, implementation, training and
maintenance of systems and software products; rental
equipment, sale of software use license; consulting business,
advisory in retail segments, industry and services.
Inovretail 100% 100% 100% 100%
Fundo Bright Vector I ('Bright Vector I') Lisbon Venture Capital Fund Sonae IM 50.13% 50.13% 2013% 50.13%
Nextel, S.A. (Nextel) (a) Bilbao Rendering of engineering and IT consulting services specializing
in information security and management of
telecommunications services.
S21 Sec Gestion Merged with S21 Sec
Gestion
100% 80.90%
Mxtel, S.A. de LV (Mxtel) Mexico Lity Rendering of engineering and IT consulting services specializing
in information security and management of
telecommunications services.
S21 Sec Gestion 99.93% 80.90% ਰੇਰੇ ਰੇਤੇ ਕੇਤੇ ਕੇ ਕੇ ਕੇ ਕੇ ਕੇ ਕੇ ਕੇ ਕੇ ਕੇ ਇੱਕ ਸਾਂਝ ਦੀ ਸਾਂਝੀ ਦੇ ਸਾਂ ਦੀ ਸਾਂ ਦੀ ਸਾਂ ਦੀ ਸਾਂ ਉੱਤੇ ਕਿ ਇੱਕ ਸਾਂਝੀ ਦੇ ਸਾਂ ਵਿੱਚ ਇੱਕ ਸਾਂਝੀ ਦੇ ਸਾਂ ਵਿੱਚ ਕੀਤੀ ਹੈ। ਇਹ ਕਿ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ 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.
Sonae IM 100% 100% 100% 100%
Público - Comunicação Social, S.A. ("Público') Uporto Editing, composition and publication of periodical and non-
periodical material
Sonaecom 100% 100% 100% 100%
S21Sec Portugal Cybersecurity Services, S.A.('S21Sec
Portugal')
Maia Commercialization of products and management services,
implementation and consulting in information systems and
technologies areas.
521 Sec Gestion 100% 80.90% 100% 80.90%
S21 Sec Brasil, Ltda ('S21 Sec Brasil') (b) São Paulo Consulting in information technology. Development and
licensing of customizable computer programs. Development of S21 Sec Gestion
custom computer programs. Technical support, maintenance
and other services in information technology.
S21 Sec Labs Discontinued ರಿದ್ಧಿ ಇದನ್ನು
0,01%
80.90%
521 Sec Gestion, S.A. ('S21 Sec Gestion') Guipuzcoa Consulting, advisory, audit and maintenance of all types of
facilities and advanced communications services and security
systems. Purchase and installation of advanced
communications and security systems produced by others.
Sonaecom CSI 80.90% 80.90% 80.90% 80.90%
S21 Sec Information Security Labs, S.L. ('S21 Sec Labs') Navarra Research, development and innovation, as well as consulting,
maintenance and audit for products, systems, facilities and
communication and security services.
S21 Sec Gestion 100% 80.90% 100% 80.90%
521 Sec, S.A. de CV ('S21 Sec, S.A. de CV') Mexico City Computer consulting services S21 Sec Gestion
S21 Sec Labs
99,9996%
0,0004%
80.90% 99,9996%
0,0004%
80.90%
* Sonaecom effective narticination

Percentage of share capital held
Company (Commercial brand) Head office Main activity Shareholder Direct 2020
Effective *
Direct 2019
Effective*
Sonaecom - Cyber Security and Intelligence, SGPS, S.A.
("Sonaecom CSI")
Maia Management of shareholdings. Sonae IM 100% 100% 100% 100%
Sonaecom - Serviços Partilhados, S.A. ('Sonaecom SP') Maia Support, management consulting and administration,
particularly in the areas of accounting, taxation, administrative
procedures, logistics, human resources and training.
Sonaecom 100% 100% 100% 100%
Sonae Investment Management - Software and
Technology, SGPS, S.A. ('SonaeIM')
Maia Management of shareholdings in the area of corporate
ventures and joint ventures.
Sonaecom 100% 100% 100% 100%
Taikai, LTDA ('Taikai') (c) Oporto Research, design and development of products and services in
the field of information technologies, as well as investment and
training related to the development of new business
information systems.
Bright 99.01% 99.01%
Tecnológica Telecomunicações, LTDA. ('Tecnológica')
(d)
Rio de Janeiro Rendering of consultancy and technical assistance in the area
of IT systems and telecommunications.
We Do Brasil Alienated ad aa aa aa 99.90%
We Do Consulting-Sistemas de Informação, S.A. ('We
Do') (d)
Maia Rendering of consultancy services in the area of information
systems.
Sonae IM Alienated 100% 100%
Wedo do Brasil Soluções Informáticas, Ltda. (*We Do
Brasil') (d)
Commercialisation of software and hardware; rendering of
Rio de Janeiro consultancy and technical assistance related to information
technology and data processing,
We Do Alienated gg 91% ﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭﻭ
We Do Technologies Americas, Inc (We Do USA') (d) Delaware Rendering of consultancy services in the area of information
systems.
We Do Alienated 100% 100%
We Do Technologies BV ("We Do BV") (d) Amsterdam Management of shareholdings. We Do Alienated 100% 100%
We Do Technologies BV - Malaysian Branch ('We Do
Malásia') (d)
Kuala Lumpur Rendering of consultancy services in the area of information
systems.
We Do BV Alienated 100% 100%
We Do Chile ('We Do Chile') (d) Santiago do
Chile
Rendering of consultancy services in the area of information
systems.
We Do Alienated 100% 100%
We Do Technologies Egypt LLC ('We Do Egypt') (d) Cairo Rendering of consultancy services in the area of information
systems.
We Do BV
We Do
Alienated 90%
10%
100%
We Do Technologies España - Sistemas de Informação,
S.L. ("We Do España") (d)
Madrid Rendering of consultancy services in the area of information
systems.
We Do Alienated 100% 100%
We Do Technologies (UK) Limited ('We Do UK') (d) Berkshire Rendering of consultancy services in the area of information
sustems.
We Do Alienated 100% 100%
We Do Technologies Mexico, S de R.L. ('We Do México')
(d)
Mexico City Rendering of consultancy services in the area of information
systems.
We Do
We Do BV
Alienated 0.001%
ag gggw
100%

* Sonaecom effective participation

(a) In May 2019, with reference to 1 January 2019, Nextel merged into S21Sec Gestion.

(b) h une 2009, the lequistion process of the schools of the clicition of the diution of the clicition and consequent by so f control and spiricant influence in the company The investment in this company at 31 December 2019 is now recorded in Investment at fairvalue through other comprehensive income.
(d) On 13 August 2019, Sonae IM soldits part

5. Changes in the group

During the periods ended at 31 March 2020 and 2019, the following changes occurred in the Group:

a) Acquisitions

Shareholder Subsidiary Date
2020
Sonae IM Sales Layer Tech, S.L. (note 7) Mar-20
Shareholder Subsidiary / Date
2019
Sonae IM Fundo de Capital de Risco Armilar Venture Partners Inovação e Internacionalização
('Armilar I + I') (note 6)
Jan-19
Sonae IM ViSenze Pte. Ltd ('ViSenze') (note 7) Feb-19
Sonae IM Case on IT, S.L. ('Case on IT') (note 7) Feb-19
Sonae IM CB-4, Ltd ('CB-4') (note 7) Feb-19
Fundo Bright Vector I Automaise, Lda ('Automaise') (note 7) Mar-19

b) Alienations

Shareholder Subsidiary Date
2019
Sonae IM Saphety Mar-19
Saphety Saphety Brasil Mar-19
Saphety Saphety Colombia Mar-19

Effects of the alienation of subsidiaries in the condensed consolidated financial statements

In March 2019, the companies that are part of the Saphety Group were alienated by the amount of Euro 8,580,809 (includes the amount of Euro 2,723,878 related to loans) to its management team, supported by Oxy Capital. As a result of the value of sale and the derecognition of the Saphety Group, an add value of Euro 4,933,947 was registered, as detailed below:

Saphety Group
(Amounts expressed in Euro) March 2019
Acquired assets
Tangible assets (280,044)
Intangible assets (2,303,459)
Rights of use (1,487,795)
Deferred tax assets (123,408)
Trade debtors (2,725,770)
Other current debtors (209,344)
Other current assets (831,324)
Cash and cash equivalents (257,712)
(8,218,856)
Acquired liabilities
Loans obtained 154,202
Trade creditors 662,099
Other current creditors 597,649
Other current liabilities 2,484,972
3,898,922
Total net assets derecognised 4,319,934
Total net assets of non-controlling interests derecognised (571,288)
Exchange reserves (101,784)
Total net assets after non-controlling interests derecognised 3,646,862
Amount received 8,580,809
Gain / (loss) resulting from the sale 4,933,947

6. Investments in associated companies and companies jointly controlled

The associated companies and the companies jointly controlled, their head offices, percentage of ownership and loss statement at 31 March 2020 and 2019 are as follows:

Percentage of ownership Value in profit and loss statement
31 March 2020 31 March 2019 31 March 2020 31 March 2019
ZOPT, SGPS, S.A. ('ZOPT') (a) Head Office
Oporto
Direct
50.00%
Tota
50.00%
Direct
50.00%
Tota
50.00%
(restated)
9,587,522
(1,000,368)
Unipress - Centro Gráfico, Lda. ("Unipress") Vila Nova de Gaia 50.00% 50.00% 50.00% 50.00% 8,871 36,471
SIRS - Sociedade Independente de Oporto 50.00% 50.00% 50.00% 50.00% (17,001) 11.967
Radio difusão Sonora, S.A. ('Rádio Nova')
Intelligent Big Data, S.L. ('Big Data') (b) Gipuzcoa 50.00% 50.00% 50.00% 50.00% (448)
Fundo de Capital de Risco Armilar Venture
Partners II (Armilar II)
Lisboa 50.74% 50.74% 50.74% 50.74% 42,774 47,767
Fundo de Capital de Risco Armilar Venture
Partners III (Armilar III) ( c)
Lisboa 42.80% 42.80% 42.68% 42.68% 231,626 74,296
Fundo de Capital de Risco Armilar Venture
Partners Inovação e Internacionalização
(Armilar I+I)
Lisboa 38.25% 38.25% 38.25% 38.25% (11,651) (1,007)
Secucloud Network GmbH ("Secucloud") Hamburg 27.45% 27.45% 27.45% 27.45% (85,001) (262,157
Probe.ly Lisbon 21.21% 2121% 2121% 2121% (631) (8,071)
Suricate Solutions Luxembourg 20.00% 11.84% 20.00% 11.84% 12,727 (16,356)
Alfaros SAR unisia 40.00% 23.68% 40.00% 23.68% (1,573) (1,035)
Total (820,227) 9,468,949

(a) Includes the incorporation of the results of the subsidiares in proportion to the capital held.

(b) Company directly owned by S21 Sec Gestion

(c) In Am2019 and November 2019 a captalincesse of Euro 206,295 respectively was subscribed, resulting in avaition of 0.2%

As a result of the Funds' legislation, Sonaecom does not have control over them, since it does not have control over its management entity.

In accordance with the IFRS 11, the classification of investments in companies jointly controlled is determined based on the existence of an agreement that clearly demonstrate and regulate the joint control. The Group held associated companies, as decomposed below.

The division by company of the amount included in the investments in associated companies and join controlled at 31 March 2020 and 31 December 2019 is as follows:

31 March 2020 31 December 2019
Ownership value Goodwill Total investment Ownership value Goodwil Total investment
Investments in companies jointly controlled
Zopt 552.888.498 87,527,500 640.415.998 554,696,744 87,527,500 642,224,244
Unipress 489.188 321,700 810.888 480.317 321,700 802.017
ടിപ്പ് ട 14.626 14.626 14.626 14.626
553.392.312 87.849.200 641.241.512 555.191.687 87.849,200 643.040.887
Investments in associated companies
Armilar I 94,230,382 94,230,382 94.176.915 94,176,915
Armilar III 32.997.387 32.997.387 32,707,854 32.707.854
Armilar + 17.042.382 17.042.382 17.056.946 17.056.946
Secucloud (2.444.639) 4.419.742 1.975,103 (2,359,638) 4,419,742 2,060,104
Probe.ly (120,303) 297,168 176.865 (119,672) 297,168 177,496
Suricate Solutions 31,278 31,278 4.942 4,942
Alfaros SARL 4.942 4.942 31.278 31,278
141.741.429 4.716.910 146.458.339 141.498.625 4,716,910 146.215.535
Total 695,133,741 92.566.110 787.699.851 696,690,312 92.566.110 789,256,422

The value on the income statement related to Zopt results from net income of Zopt and the impact on results of the process of allocating the fair value to the assets and liabilities acquired by Zopt.

As at 31 March 2020, it was understood that the impairment tests carried out in 2019 did not have significant variations.

With regard to ZOPT's financial participations in Finstar consolidated), the Board of Directors of ZDPT is certain that the patrimony seizure to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar and ZAP Media (where she holds 70% of the capital), does not change the control as defined in IFRS 11, it is not expected to have relevant consequences for the operational management of companies, in addition to restrictions of dividends in these companies.

In February 2020, ZOPT became aware that, with the exception of the Caixa Geral de Depósitos account (in which NDS' shares are deposited), its bank accounts are unavailable, which may have resulted from requests for international judicial cooperation issued by the Angolan State. Such apprehensions were not even legally notified to ZDPT, and no action was taken by the Company, namely for the purpose of eventual pronouncement. Without prejudice to this, on 27 March, the arrest of ZOPT bank accounts was lifted, by court order, which was informed that most of its bank accounts were already available again.

In the beginning of April, NOS announced that it had entered into an agreement with Tofane Global, SAS for the share capital of NOS International Carrier Services SA to Basis, a wholly-owned subsidiary of Tofane and another, for the provision of Group companies. NOS for international voice and SMS wholesale services, which were previously provided by NOS ICS. The conclusion of this agreement is subject to non-opposition Authority. Considering that the approval of the transaction ocurred before 31 March 2020, NOS' accounts were restated for the period ended in March 2020 and for the year 2019.

As described in Note 11, on 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT about the communication received from the Central Criminal Investigation Court of Lisbon to proceed to the preventive arrest of 26.075% of NOS share capital.

ZOPT Group provisions

The evolution in provisions occurred during the first quarter of 2020 compared to 31 December 2019 was as follows:

  1. Actions by MEO against NOS S.A., NOS Madeira and NOS Açores and by NOS S.A. against MEO

· At the beginning of March 2020, the parties were notified of the scheduled judicial due diligence for 17 April 2020, with a view to scheduling the acts to be carried out at the final hearing, establishing the number of sessions and their likely duration, as well as the designation of the respective dates and, also, attempted conciliation. However, in view of the contingency period in which we find ourselves, this judicial process was cancelled. It is the understanding of the Board of Directors, corroborated by the attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM, however, it is not possible to determine the outcome of the action.

2. Action brought by DECO

The process has already been redistributed and the previous hearing was scheduled for 23 April 2020 the contingency period in which we find ourselves, the above mentioned judicial procedure was cancelled. The Board of Directors is convinced that the arguments used by the author are not justified which is why it is believed that the proceeding should not result in significant impacts for the Group's financial statements.

3. Contractual Penalties

In 2020, due to the foreseable sharp reduction of these penalties, as a direct consequence of the slowdown in the Portuguese economy due to the measures adopted to combat the new coronavirus COVID-19, NOS recognised expected creaits losses to all penalties billed to customers and not provisioned, in the amount of approximately 7.0 million.

Another subjects

With the emergence, spread and infection of the new coronavirus COVID-19, several measures were taken to contain the virus with very significant estimated impacts on the Portuguese economics, namely, limitations on travelrights and closure of several facilities and establishments.

This is a situation of uncertainty and very dynamic, which makes it extremely difficult to estimate impacts, which always have to consider several scenarios and countless variables. Evidence of this difficulty is the historical drops and sharp volatility of exchanges, all over the world.

The impacts on ZOPT through participation in NOS were already felt in the results of the first quarter of 2020, with a drop in consolidated EBITDA of 4.6%, which show a reduction in activity in:

  • i. the debut of several titles;
  • ii. negative impact, both in revenues, in roaming and international traffic costs;
  • iii. and equipment, which is partially offset by the increase in online sales (in the long run there may be a positive effect on the evolution customer take-up of digital channels);
  • iv. Mobile data revenues: quarantine and isolations imply an increase in the use of wireless networks, reducing the use of mobile data; and,
  • Drop in revenue related to premium sports and advertising content. V.

NOS is committed to supporting its customers during the current public health crisis CDVD-19. At a time when many Portugueses are changing their habits and routines and working remotely, keeping our customers connected is the main objective of NOS. To this end, we facilitate access to services, through data offers, suspension of monthly payment of premium sports channels, reinforcement of the ability to implement business services and guaranteeing a safe and secure service in our stores, in order to safeguard our customers, employees and partners. The NOS Telecommunications Network supports a set of basic services of our society, which include our National Health System. In this context of global health emergency, the maintenance of Portuguese communications is a fundamental task

Thus, as a result of the negative impacts estimated with the spread of the new Covid-19 coronavirus, the following impacts were recognized in the first quarter of 2020 in NOS accounts:

  • i. investment of Sport TV in the amount of 3.9 million euros;
  • ii. taking into account also the negative impacts estimated with the spread of the new coronavirus COVID-19 plus the destabilisation of the Angolan economy with the drop in demand for oil, impairments were recognised for the value of dividends and other accounts receivable from the subsidiary Angolan Finstar, in the amount of 4.6 million euros;
  • iii. a review of the impairment tests was also caried out, not having been concluded due to any indication of impairment, either in Goodwill or in other types of assets;
  • iv. reinforcement of expected credit losses from accounts receivable, in the amount of approximately 21.2 million euros, resulting from the incorporation, in the projection model of future collections, of the new projections released by Banco de Portugal for growth GDP and unemployment rate for the next 3 years, and identification of customers particularly affected by the current crisis, namely, in the cinema business;
  • v. 7.0 million euros, as a consequence of the foreseeable sharp reduction in their collection;
  • vi.
  • vii. amount of approximately 1.6 million euros;

ln terms of the projection of future impacts, these will depend on the extent, namely timing, of the virus and the respective containment measures, making it difficult to predict the scale of the impact, in the knowledge, however, that it will occur in the areas mentioned above. NOS 'capital structure is within the 2x Net Financial Debt / EBITDA After Leasings Payments (Capital and Interest)) threshold, so the Board of Directors believes that the negative impacts caused by this crisis, without jeopardizing business continuity.

7. Financial assets at fair value through other comprehensive income

At 31 March 2020 and 31 December 2019, this caption was composed as follows:

31 March 2020 31 December 2019
Arctic wolf 12,101,193 12,101,193
Ometria 8,095,987 8,095,987
Sixgill 5,415,162 5,415,162
Cellwize 5,357,593 5,357,593
ViSenze 5,260,238 5,260,238
CB4 4,368,720 4,368,720
Case on IT 2,930,744 2,930,744
Daisy Intelligence 2,406,623 2,406,623
Reblaze 2,352,438 2,352,438
Nextail 2,300,000 2,300,000
Sales Layer 2,500,358
ciValue 1,970,097 1,970,097
StyleSage 1,848,578 1,848,578
Jscrambler 1,250,000 1,250,000
Whitefantasy 640,804 640,804
Fyde 443,687 443,687
Others 1,800,158 1,625,158
61,042,380 58,367,022

At 31 March 2020, these investments correspond to shareholdings in which the Group has no significant influence.

According to IFRS 9 these investments at fair value through other consolidated compehensive income' as they are held as long-term strategic investments and there investments will be sold in the short and medium term, and, so, were irrevocably designetd as investments at fair comprehensive income. For investments with a maturity of less than a year the acquisidered as a reasonable approximation of their fair value. For investments with a maturity greater than a year the subsequent changes in fair consolidated comprehensive income.

In the periods ended at 31 March 2020 and 2019, the change in investments at fair comprehensive income was as follows:

31 March 2020 31 March 2019
Opening balance 58.367.022 28.101.682
Acquisitions/Capital Increases 2,675,358 6,194,891
Closing balance 61.042.380 34.296.573

Arctic Wolf

Arctic Wolf, a US based company, is a global pioneer in the SOC-as-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. American technology investors Lightspeed Venture Partners and Redpoint joined Sonae IM and Knolwood Investment Advisory in the Series B financing round. During 2018, the company closed in USD 45 million Series C financing round and at the end of 2019, launched a new USD 60 million Series Dround, which ended in the beginning of 2020 with a significantly higher appreciation. Sonae IM participated in both rounds, reinforcing its participation.

Ometria

Ometria is an English based company Al powered custom with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was made by Sonae IM in 2017 in a Series A financing round, together with several strategic including Summit Action, the Summit Series VC fund) and was reinforced in 2019 during a Series B financing round.

Sixgill

In December 2019, Sonae M invested in Sixgill which is a leader in the cybersecurity intelligence market in the deep and dark web. Sixgill helps Fortune 500 companies, financial institutions, governments and law enforcement authorities to protect their networks and their reputation for cyber attacks that exist on deep, dark and surface technology platform manages to automate all phases of the intelligence cycle - data collection - providing organizations with unique and actionable information to protect their assets from various cuber threat scenarios, which are constantly evolving . The USD 15 million financing round was led by Sonae IM and REV Venture Partners, with the participation of Our Crowd, with previous investors, Elron and Terra Venture Partners, also participating in the investment round.

Cellwize

Cellwize provides network orchestration solutions for global telecom operators, located in Israel. Cellwize, through a virtualised service orchestration platform, offers modular solution of capabilities tor 'zero-touch' automation on the network. Supports network operations, especially due to the increase in network driven by the adoption of 55. ISonae IM invested in a USD 15 million lled by Deutsche Telekom Capital Partners.

ViSenze

ViSenze is a company that delivers intelligent image recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSenze to convert images into immediate product search opportunities, improving conversion rates. Media companies use ViSenze to turn any image or video into a retention opportunity, generating additional revenue. In November 2018, Sonae IM co-led a USD 20 million Series C financing round with Gobi Partners that will allow the artificial intelligence company to further invest in penetration among smartphone manufacturers, as well as consumer applications and social communication.

CB4

CB4 provides a patented artificial intelligence software solutional retailers to identify and correct critical in-store operational problems. The investment was made in February 2019, as part of a USD 16 million Series B financing round led by Octopus Ventures and with the participation of Sonae IM. Existing investors Sequoia Capital and Pereg Ventures also participated in the round.

Case on IT

The product of the company called Medice learning solution for the measurement, prediction and analysis of landline, mobile and television services quality. Medux measures the cogether serve more than 600 million users worldwide. The company launched a Series B investment round with Sonae IM.

Daisy Intelligence

The company develops an Artificial Intelligence (Al) platform for retail and insurance companies in order to improve their management and risk management performance. In 2019, Sonae IM, together with Framework Venture Partners, invested in a Series A financing round of CAD 10 million (about Euro 7 million).

Reblaze

The company provides propriety security technologies in a unified platform, shielding assets from threat. In 2018, the company launched a Series A investment round, led by Sonae IM together with JAL Ventures and Data Point Capital.

Nextail

This company developed a cloud-based platform that combines artificial intelligence and prescriptive analytics to upgrade retailers' inventory management processes and store operations. In 2018, the company launched a USD 10.0 million Series A investment round, led by London and Amsterdam-based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Sonae IM and the current investor Nauta Capital. The new funding is being used to accelerate product development and double the size of the team as it grows internationally.

ciValue

ciValue is a disruptive provider of cloud-based Precision Marketing Platforms for Retailers. In 2018, Sonae IM, together with Nielsen, led a USD 6 million Series A investment round.

Sales Layer

Sales Layer is a company based in Spain with a cloud based product information management solution (Product Information Management or PM), which helps brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Sonae IM recently led its Series A investment round.

Style Sage

The company is a strategic analytics SaaSplatform that helps fashion, home and brands with critical pre, in and post season decisions globally. Stylesage daily extracts product data from websites of e-commerce competitors around the world. Then, with innovative technology in machine learning and visual recognition, Stylesage treats, organizes the huge amounts of data collected in a cloud-based dashboard that allows brands and retailers to make informed and targeted decisions in areas such as line planning. , price optimization and global expansion.

Jsrambler

The main activity of the company is develop a security solution to procect Web and Mobile Apications (Javascript code). In 2018, the company launched a Series A investment round in the amount of USD 2.3 million, which was led by Sonae M, with Portugal Ventures as a co-investor.

Whitefantasy

The company develops digital solutions and dedicates its activity to computer programming activities.

Fyde

The Fyde app allows users to securely surf the internet and access on any device with performance optimised over traditional solutions like VPN, SWG or NAC.

8. Sales and services rendered

At 31 March 2020 and 2019, this caption was composed as follows:

2020 2019
Information Systems 25,631,403 30,693,321
Multimedia and others 3,725,154 3,725,154
29,356,557 34.418.475

The detail of unrecognised revenue related to performance obligations of contracts with customers not satisfied in the period ended at 31 March 2020, by type of contract and according to its duration, is as follows:

Contract with customer duration
2020 2021 2022 >2022 Total
Technologies:
Cybersecurity 5.037.870 5,519,703 2.989.285 2.002.121 15.548.979
Others 23.559 23.559 47,118
Total revenue from contracts with customers 5,061,429 5,543,262 2,989,285 2,002,121 15,596,097

9. Segment information

In the periods ended at 31 March 2020 and 2019, the following business segments were identified:

– Media;

  • Technologies; and
  • Holding activities.

These segments were identified taking into consideration the fact of being group units that develop activities where we can separately identify revenues and expenses, for which financial is separately developed and their operating results are regulary reviewed by management and over which decisions are made. For example, decision of resources, for having similar products/services and also taking into consideration the shold (in accordance with IFRS 8).

The segment 'Holding activities' includes the operations of the Group companies that have as their main activity the management of shareholdings.

Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.

lnter-segment transactions during the years ended on 31 March 2020 and 2019 were eliminated in the consolidation process. All these transactions were made at market prices.

Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.

Dverall information by business segment at 31 March 2029, 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
March 2020 March 2019 March 2020 March 2019
(restated)
March 2020 March 2019 March 2020 March 2019
restated)
March 2020 March 2019
(restated)
March 2020 March 2019
(restated)
Revenues:
Sales and services rendered (restated) 3,452,887 3,588,051 25,700,308 30,658,705 85,625 89,769 29,238,820 34,336,525 117,737 81,950 29,356,557 34.418.475
Other operating revenues (restated) 106,806 149,590 258.000 387,641 19.410 552 428,724 689,524 131,395 (136,435) 409,952 539.682
Total revenues 3,559,693 3,737,641 25,958,308 31,046,346 105,035 90,321 29,623,036 34,874,308 249,132 (54,485) 29,766,509 34,958,157
Depreciation and amortisation (restated) (278,902) (253,259) (1,810,333) (1,744,691) (7,852) (8,441) (2,097,087) (2,006,391) (106,660) (104,581) (2,203,747) (2,110,972)
Provisions and impairment losses (restated) (40,604) 1,973 (64'139) 83,284 (104,743) 85,257 (104,743) 85,257
Net operating income / (loss) for the segment (964,968) (865,083) (3,399,483) (3,251,892) (345,724) (350,854) (4,710,175) (4,467,829) 271,620 37,264 (4,438,555) (4,430,565)
Interest income (restated) 4,700 1,388 41,653 101,870 238,321 243,442 284,674 346,700 (72,619) (116,144) 212,055 230.556
Interest expenses (restated) (4,294) (6,045) (209,994) (277,605) (216) (808) (214,804) (284,458) 9,767 146,094 (205,037) (138,364)
Gains and losses in associated companies and joint ventures (re (8,130) 48,438 188,271 (166,563) (1,000,368) 9.417.183 (820,227) 9.299.058 (426) (820,227) 9,298,632
Other financial results (restated) (3,273) (937) (389,510) 60,203 (419,279) (353,266) (812,062) (294,000) 302,741 344,218 (509,321) 50,218
Income taxation (restated) 232,899 289,197 384,519 525,612 42,948 20,582 660,366 835,391 (20,897) 195,401 639,469 1,030,792
Consolidated net income/(loss) for the period (restated) (743,066) (533,042) (3,298,912) (3,008,375) (1,570,250) 8,976,279 (5,612,228) 5,434,862 490,612 612,048 (5,121,616) 6,041,269
Consolidated net income/(loss) for the period of discontinued
operations
4,278,434 4,278,434 236,313 4,514,747
Attributable to:
Shareholders of parent company (restated) (743,066) (533,042) (2,690,055) 897,628 (1,570,250) 8,976,279 (5,003,371) 9,340,865 (740,636) 885,411 (5,744,007) 10.226.276
Non-controlling interests (restated) (608,857) 372.431 (608,857) 372,431 1,231,248 (42,691) 622,391 329.740
March 2020 December 2019 March 2020 December 2019 March 2020 December 2019 March 2020 December 2019 March 2020 December 2019 March 2020 December 2019
Assets:
Tangible and intangible assets, Right of use and goodwill 37,532,087
(restated) 1,040,772 1,085,100 32,468,035 33,439,077 a1,330 99,182 33,600,137 34,623,359 2,864,708 2,908,728 36,464,845
Inventories 225,118 230,916 57,481 9,445 282,599 240,361 282,599 240,361
Investments in associated companies and joint ventures
(restated)
825,514 781,401 146,458,339 146,215,537 640,415,998 642,224,244 787,699,851 789,221,182 35,240 787,699,851 789,256,422
Financial assets at fair value through other comprehensive
income (restated)
47,947 30,242 60,994,433 58,319,075 59,632,613 61,042,380 117,981,930 (59,614,908) 61,042,380 58,367,022
Other non-current assets and deferred tax assets (restated) 158,746 155,743 9,647,140 8,652,419 90.566.936 89,366,779 100.372.822 98,174,941 (87,082,645) (85,919,762) 13.290.177 12.255.179
Other current assets of the segment (restated) 9,887,353 10,261,294 43,107,211 47,853,751 236,613,940 238,142,387 289,608,504 296,257,432 7,329,304 9,092,979 296,937,808 305,350,411
Liabilities:
Liabilities of the segment (restated) 8,450,927 7,704,711 100,322,653 102,200,346 2,323,534 (2,412,829) 111,097,114 107,492,228 17,507,901 22,996,835 128,605,015 130,489,063
CAPEX 237,428 137.712 4,802,850 9,860,476 3,721,464 6,696,258 8.761.743 16.694.446 (3,705,104) (5,967,547) 5,056,639 10,726,899

During the period ended at 31 March 2020 and 2019, the inter-segments sales and services were as follows:

Multimedia Information Systems Holding Activities
2020
Multimedia - 19,621 -
Information Systems 40,000
Holding Activities 8,750 -
External trade debtors 3.452.887 25,671,937 45,625
3,452,887 25,700,308 85,625
2019
Multimedia 36,560 -
Information Systems 30,000 ਤੇ ਰੋਜ਼ ਦੇ ਤੋਂ ਉੱਤੇ ਵੱਡ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ
Holding Activities 109
External trade debtors 3,558,051 30,622,036 49,816
3,588,051 30,658,705 89,769

During the periods ended on 31 March 2020, and 2019 sales and services rendered in the Multimedia and Holding Activities segments were obtained predominantly in the Portuguese market, with this market representing approximately 97% and 100% of revenue, respectively.

During the periodended on 31 March 2020, for the Technologies market is also dominant, representing 55.4% of revenue (61.4% in 2019) followed by the Spanish market representing 26.51% of revenue (22.78% in 2019).

10. Related parties

During the periods ended at 31 March 2020 and 2019, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group and to the concession and obtainment of loans.

The most significant balances and transactions with relisted in the appendix to this report, during the periods ended at 31 March 2020 and 2019 were as follows:

Balances at
31 March 2020
Accounts receivable Accounts payable Treasury applications Other assets Other liabilities Loans granted
Parent Company (Sonae SGPS) 4.010.845 5,013,576 2,522,623 5.476
Companies jointly controlled 672.968 497.150 4.700 14.472 67.597
Associated companies 1,356,786 375.137
Others related parties 3,543,328 341.608 318,821 60.423
8.227.141 5,852,333 4.700 4,212,702 133,496 375,137
Balances at
31 March 2019
Accounts receivable Accounts payable Treasury applications Other assets Other liabilities Loans granted
Parent Company (Sonae SGPS) 3.521.724 7.487.210 617,550 20.936
Companies jointly controlled 3.235.299 694.262 4.700 150183 3.947.930
Associated companies 1,292,052
Others related parties 5,587,205 293.427 317,964 746.041
12,344,228 8,474,900 4.700 2,377,748 4,714,907 -
Transactions at
31 March 2020
Sales and services Supplies and services Interest and similar Interest and similar Supplementary
rendered received income expense income
Parent Company (Sonae SGPS) 12.635 114.807 158.255
Companies jointly controlled 919,536 216,394 41 48,500
Associated companies 15.509 1,668
Others related parties 2.647.511 235.694 27.561 3,551 49,869
3,579,683 566,895 201,365 3,551 100,037
Transactions at
31 March 2019
Sales and services Supplies and services Interest and similar Interest and similar Supplementary
rendered received income expense income
Parent Company (Sonae SGPS) 1,411 50,000 94,622
Companies jointly controlled 2,446,447 374,052 42 - 68,500
Associated companies 207 6,911 -
Others related parties 4,454,242 311,833 1,902 - 80,551
6,902,100 736,091 103.477 - 149.051

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 31 March 2020, no impairment losses have been recognised as accounts receivables of related parties.

11. Other Matters

Since the emergence of Covid-19 in Europe, in early 2020, and in particular since the national formal confinement declared on 18 March, that the Board of Directors has followed in detail and with great concern all developments related to the Covid- 19, carefully following the position of the competent international entities, namely the World Health Organisation and the European Center for Disease Prevention and Control, as well as the Portuguese General Directorate of Health.

Considering the level of risk that exists, a specific government model was developed to manage this crisis, in line with the various businesses, depending on the level of risk defined at each moment. Prevention / contingency plans were triggered, defined or developed, covering the entire organization, from operations to central structures and a set of risk mitigation measures were identified.

In this sense and considering the high isk of contagion and spread of the virus, mandatory actions were defined and communicated, as well as recommendations for all employees, such as the prohibition of all trips; advising in congresses, fairs, exhibitions and extended training; disclosure of care to be taken in hand hygiene and respiratory etiquette measures; teleworking / remote work procedures, ensuring for that purpose - and according to the identified criticality - the existence of portable computers and internet access for employees, among many others.

Until now, the Group's business operations have been affected at very different levels:

  • The technology area did not feel any significant impacts resulting from this situation in the results for the period ended on March 2020, but we know that the magnitude and degree of uncertainty that an event of this nature involves may have a negative impact in the coming quarters, namely in revenue from Professional Services, in the resale of technology (either by reducing demand or by the drop in supply) and in the value of some minority stakes.
  • · At NOS, the main operational impacts of the pandemic on revenues for the period ended on March 2020 were felt in particular in: i) Cinema and Audiovisual Exhibition: complete closure of NOS cinemas on 16 March and postponement of several film premieres; ii) Roaming and international calls: traffic and revenues were impacted by restrictions on international travel; ii) Premium sports channels: reduction in revenues, due to the provision of monthly fees, given the absence of live sports events; and iv) Equipment: drop in sales due to the closure of all retail activity, namely shopping centrestrictions on circulation.
  • Publico's activity was materially impacted, namely the sale of newspapers, with the closure of sale, and advertising revenues.

The spread of COVID-19 has caused historical falls in the capital market and instability in the value of assets on all world exchanges.

The potential impact that this situation may have depends on the level of evolution and contagion of the virus, so making projections difficult. However, at this stage, given the progressive easing of restrictive measures in Europe, we still expect a challenging second quarter, but with hope for a gradually more normalised third and fourth quarter. Given the company's capital structure, with a significant amount in cash and bank deposits and a reduced amount of interest-bearing debt, no material changes in the Company's liquidity are expected. In addition, we will continue to implement all measures deemed appropriate to minimize impacts, in line with the recommendation of the competent entities and in the best interest of all our stakeholders.

12. Subsequent Events

Disposal of NOS Towering, S.A.

NOS announced that it has entered into an agreement for the sale of 100% of the share capital of NOS Towering S.A. to Cellnex, comprising the sale of approximately 2,000 sites (towers and rooftops). The parts also entered into a long-term agreement that concerns the provision, by Cellnex, of hosting services for NOS 'active network in the passive infrastructures acquired, for a period of 15 uears, renewable automatically for equal periods. Additionally, the agreement provides for a perimeter increase of up to 400 additional sites over the next & years. The execution of these agreements is subject to the usual conditions in this type of transaction, namely, if applicable, the non-opposition Authority, This transaction, which wil be accounted for as a sale and subsequent lease transaction, was approved after 31 March 2020.

Preventive arrest of 26.075% of the share capital of NOS, SGPS, S.A.

On 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT of the communication received from the Lisbon Central Criminal Instruction Court (Tribuna') to proceed to the preventive arrest of 26.075% of NOS share capital, corresponding to half the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holding, Limited , controlled by Eng. Isabel dos Santos. Under the communication, the arrested shares (134 322 268.5 shares) are deprived of the right to vote and the right to receive dividends, which must be deposited with Caixa Geral de Depositos, S.A. at the order of the court. The other half of ZDPT's participation in NOS' share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to arrest, nor the rights attached to it were subject to any limitation.

Although ZDPT has not been notified of the grounds for preventive arrest, based on the preliminary information they have, it is the understanding of the board of directors of ZDPT and SONAECOM that the measure of arrest imposed is illegitimate and offends several fundamental rights of ZOPT, no being legally liable to determine the deprivation of voting rights, not even to inhibit the holder of the arrested shares from continuing to exercise those rights, which deprivation we understand for this reason, be null and without any effect. For this reason, the boards of directors of ZOPT and SONAECOM consider that the conditions of control of ZOPT over NOS are met, and the measure does not have material effects on the control of this company.

ZOPT is, therefore, adopting the necessary procedures for lifting the aready deducted third party embargoes within the scope of the referred process.

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 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", "intends", "should", "seeks", "estimates", "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors, 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.

Report available on Sonaecom's corporate website www.sonae.com

Investor Relations Contacts [email protected] Tlf: +351 22 013 23 49

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