Impresa SGPS S A : Annual Report and Accounts 2023

IMPRESA - Sociedade Gestora de Participações Sociais, S.A.

Share Capital: 84,000,000 euros

Head Office: Rua Calvet de Magalhães, 242, 2770-022 Paço de Arcos

NIPC 502 437 464

Commercial Registry Office of Lisbon

European single electronic reporting format (ESEF) and PDF version. This document is an unofficial and unaudited PDF version of the Annual Report 2023 of IMPRESA - SGPS, S.A.. This version does not contain ESEF information as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available on the CMVM website. This document is a true copy of the aforementioned financial information. In case of discrepancies between this version and the official ESEF package, the latter prevails.

MANAGEMENT REPORT 2023

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MANAGEMENT REPORT 2023

C O N T E N T S

I.

MANAGEMENT REPORT

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1. HIGHLIGHTS
2. CONSOLIDATED ACCOUNTS
3. SEGMENTS
4. IMPRESA GROUP SECURITIES
5. IMPRESA MERIT
6. OUTLOOK
7. INDIVIDUAL ACCOUNTS
8. ACTIVITY OF THE NON-EXECUTIVE DIRECTORS
9. ACKNOWLEDGEMENTS

II.

INDIVIDUAL FINANCIAL STATEMENTS AND NOTES

22

III.

STATUTORY AUDITOR'S CERTIFICATION AND	53
AUDIT REPORT OF THE INDIVIDUAL ACCOUNTS

IV.

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES	61

V.

STATUTORY AUDITOR'S CERTIFICATION AND

AUDIT REPORT OF THE CONSOLIDATED ACCOUNTS	121

VI.

SECURITIES HELD BY MEMBERS OF THE MANAGEMENT	133
AND SUPERVISORY BODIES

VII.

AUDIT COMMITTEE REPORT	138

VIII.

CORPORATE GOVERNANCE REPORT

147

IX.

SUSTAINABILITY REPORT

246

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I.

MANAGEMENT REPORT

MANAGEMENT REPORT 2023

Impresa's Adjusted Net Income reached

1.4 million euros in 2023

	SIC
	was audience
	leader
€182	with a share of 15.3%
and recorded a
million
Recurring EBITDA of
	€18.9 million	Expresso
€18.8		was the best-selling
	newspaper in Portugal
million
	and Impresa Publishing
		recorded a Recurring
		EBITDA of
		€2.5 million
Consolidated
Revenues Impresa	Television
Recurring
EBITDA
Impresa
		Publishing

1. HIGHLIGHTS

The Impresa Group's total revenues reached €182m, reflecting a decrease of 1.8% relative to the previous year.

Operating costs, despite inflationary pressures, fell by 1.1%. If restructuring costs are excluded, operating costs fell by 1.8%.

The Group's EBITDA came to €15.4m, registering a decrease of 8% in relation to 2022. Without restructuring costs, recurring EBITDA came to €18.8m, i.e. 1.3% lower than in 2022.

Impresa recorded a net loss of €2m, compared to the net profit of €1.1m in the same period of the previous year. The net income adjusted for restructuring costs was €1.4m.

Impresa's net remunerated debt stood at €115.5m at the close of 2023. Compared to 2022, this indicator increased by €8.2m, but, nevertheless, this is the second lowest level of indebtedness since 2005, when Impresa became the sole shareholder of SIC.

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MANAGEMENT REPORT 2023

1.1. Impresa Brands

• SIC maintained audience leadership for the fifth consecutive year, having reached an average share of 15.3% in the universe of generalist channels, in terms of consolidated data, in 2023.
• SIC generalist and thematic channels, as a whole, closed the year with a market share of 19.3% and as leaders in the commercial targets - A/B C D 15/54, A/B C D 25/54 and A/B C D 25/64.
• SIC represented 48.3% of the market share of advertising investment among generalist channels.
• SIC's websites recorded an average monthly reach of 3.1 million Unique Visitors.
• SIC Notícias was relaunched with a new image, new content and an app.
• Opto's Praxx series won silver in the Streaming category of the New York Festivals TV & Film Awards, as well as the distinction in the Best Cinematography in a TV Series or Telefilm category of the AIP Cinema Awards.
• In the year in which it celebrated its 50th anniversary, with various commemorative events including a travelling exhibition throughout the country, Expresso was the best-selling newspaper in Portugal in 2023, for the seventh consecutive year, with an average of 91,000 copies per edition, according to APCT data.
• The newspaper's digital strategy was reflected in an average of
  51,000 copies per edition in paid digital circulation, representing the majority of Expresso's copies sold in 2023.
• The universe of Expresso brand websites reached a monthly average of 2.4 million Unique Visitors.
• The Impresa Group is continuing to focus on audio, with the launch of 26 new podcasts throughout 2023, which resulted in 29 million downloads and a significant 77% increase in accumulated annual downloads compared to the previous year. Among the podcasts with the highest volume of downloads, the following stand out: Programa Cujo Nome Estamos Legalmente Impedidos de Dizer (5m), Expresso da Manhã (3m), Eixo do Mal (2.2m), Isto É Gozar Com Quem Trabalha (2m), and A Noite da Má Língua (1.4m).

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MANAGEMENT REPORT 2023

2. CONSOLIDATED ACCOUNTS

2.1. Income Statement

(values in M€)	2023	2022	var %
Total Revenues	182.0	185.2	-1.8%
Television	156.0	159.9	-2.4%
Publishing	24.7	24.4	1.3%
Infoportugal	1.5	1.2	25.8%
Intersegments & Others	-0.3	-0.2	-35.3%
Operating Costs (1)	166.6	168.5	-1.1%
Total EBITDA	15.4	16.8	-8.0%
EBITDA Margin	8.5%	9.1%
Total Recurring EBITDA	18.8	19.0	-1.3%
Recurring EBITDA Margin	10.3%	10.3%
Depreciation	4.5	4.8	-7.6%
EBIT	11.0	11.9	-8.2%
EBIT Margin	6.0%	6.4%
Financial Results	-11.0	-8.7	-27.0%
Provisions	0.0	0.2	-72.0%
Res. Bef Taxes & Minorities	-0.1	3.1	-102.8%
Income Tax (IRC)(-)	1.9	2.0	-4.7%
Net Income	-2.0	1.1	-277.7%
Adjusted Net Income	1.4	3.4	-59.6%

Notes:

1. Does not consider Amortisation and Depreciation, Provisions and Impairment Losses on non-current assets. EBITDA = Operating Results + Amortisations and Depreciation + Provisions + Impairment in non-current assets. Recurring EBITDA = EBITDA adjusted for restructuring costs.
   Adjusted Net Income = Net Income adjusted for restructuring costs.

In 2023, Impresa achieved consolidated revenues of €182m. Despite the growth in Expresso's revenues and the sale of content by SIC and Opto, the drop in the free-to-air advertising market - which the SIC generalist led with a share of 48.3% - led to a 1.8% reduction in revenues relative to 2022.

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MANAGEMENT REPORT 2023

Operating costs, without considering amortisation, depreciation, provisions and impairment losses in non-current assets, despite the necessary response to the challenges of inflation, were down 1.1% on the previous year. Without restructuring costs, operating costs fell by 1.8%, to which optimisation of the management of the television programming grid contributed.

EBITDA came to €15.4m, a decrease of 8% relative to 2022. Without restructuring costs, recurring EBITDA was €18.8m, down 1.3% relative to 2022.

Considering the Group's current financing structure, the financial results reflect a less marked upward trend than the average increase in the main index rates in 2023.

Net income at the end of 2023 was negative by €2m. Excluding restructuring costs, the adjusted net income was positive by €1.4m.

2.2. Indebtedness

(values in M€)	2023	2022	var %
Net Debt (M€)	115.5	107.2	7.7%

Net remunerated debt reached €115.5m. Despite the 7.7% increase on the previous year, this figure corresponds to the second lowest year of indebtedness since 2005, when Impresa became the sole shareholder of SIC.

Since 2011, the Group has reduced its net remunerated debt by more than 50%, or €116m:

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MANAGEMENT REPORT 2023

3. SEGMENTS

3.1. Television

(values in M€)	2023	2022	var %
Revenues	156.0	159.9	-2.4%
Operating Costs (1)	139.5	142.8	-2.3%
EBITDA	16.6	17.1	-2.8%
EBITDA Margin (%)	10.6%	10.7%
Recurring EBITDA	18.9	18.1	4.2%
Recurring EBITDA Margin (%)	12.1%	11.3%

Notes:

1. Does not consider Amortisation and Depreciation, Provisions and Impairment Losses on non-current assets. EBITDA = Operating Results + Amortisations and Depreciation + Provisions + Impairment in non-currentassets. Recurring EBITDA = EBITDA adjusted for restructuring costs.

SIC recorded total revenues of €156m, which represents a decrease of 2.4%, mainly due to the fall in the of free-to-air advertising market, in which the generalist SIC was leader with a market share of 48.3%. The growth in content sales had a positive impact on SIC's annual revenue.

Operating costs, despite inflationary pressures, fell by 2.3%, and without accounting for restructuring costs, the reduction amounted to 3.2%, to which the optimisation of the management of the television programming grid throughout the year contributed.

The Recurring EBITDA margin, which does not take into account restructuring costs, increased from 11.3% to 12.1%.

SIC's Recurring EBITDA increased by 4.2% in 2023, to 18.9 million euros.

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