Interim / Quarterly Report • Sep 21, 2023
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
(Page left intentionally blank)
(Page left intentionally blank)

"Novabase's first half 2023 results validate the successful execution of our strategy and our ability to capitalize on the current market conditions.
Global turnover has increased by 17%, driven by a remarkable growth of 33% in our international operations, which now account for nearly two-thirds of our business.
EBITDA and Net Income have grown by 10% and 4% respectively, influenced by largerscale internationalization, wage inflation, and investments in key offerings.
The first half was also marked by a Public Offer for the Acquisition of our own shares, with the purchase of 11% of the capital and the payment of a dividend of €0.42 per share. Together, these operations represented an investment of €28 million,
placing our net cash position at €17 million. Discounting the previous effect, operations generated €6 million during this period.
The outlook for this year continues to be shrouded in considerable uncertainty, and we have been witnessing a deterioration in expectations. While we cannot predict what will happen in the market, we trust in the value of our team, to whom I extend my gratitude for their dedication and hard work."
Next-Gen: 2019+ Strategy Execution
Value Portfolio: 2019+ Strategy Execution
Next-Gen grew organically at double-digit YoY, and international business grew strongly, with revenues up 36%. Profitability near the two-digit goal, despite the still delivery challenges in ME.
Next-Gen focused on Cognitive, Digital and Agile DevOps offers to propel its growth strategy, while working on its talent engine.
Value Portfolio turnover grew at double-digit YoY, and IT Staffing profitability grew more than 20% YoY.
Value Portfolio is well positioned for sustained growth and to generate further value.
1 Until this presentation date.
Press Zone
2 Formula Student team of University of Lisbon's Instituto Superior Técnico. 3 Forum of ISCTE School of Technology and Architecture. 4 Engineering & Tech Talks.

1H23 Performance

Driven by both Next-Gen and IT Staffing businesses. International business grew strongly, with revenues up 33% YoY.

(1) Turnover by Geography is computed based on the location of the client where the project is delivered.
EBITDA

2.0
4.0
6.0
8.0
10.0
12.0
14.0

EBITDA up 17% YoY, Vs. 5.4 M€ in adj. 1H22 (1)
International scale-up costs, wage inflation, delivery challenges in ME, and investments in key offerings pressured profitability.


Next-Gen Segment
Entry into new clients of other industries with strategic offers, but still Telco dominance. International Turnover showed an outstanding 36% growth YoY and stands for 72% of Next-Gen's Turnover.
Target markets of Europe & ME totalled 96% of the segment's international Ops, +40% YoY.


... as a result of commercial wins in new flagship clients with Cognitive, Digital and DevOps offerings.


(1) Top Tier clients (>1 M€) considers the Trailing 12 Months.

Mainly driven by international operations (+22% YoY).
EBITDA of 2.0 M€, Vs. 2.1 M€ in adj. 1H22 (1)
IT Staffing (2) EBITDA grew 22% YoY but central structure negatively impacted profitability.


EBITDA to Net Profit
Net Profit increased as a result of higher EBITDA, partially offset by lower Financial Results and Discontinued Operations Results, and higher D&A and Income Tax.
Total EPS reached 0.15 € (0.13 € in 1H22).


Net Cash
Cash generation of 6.0 M€ in 1H23, excluding the cash outflows from shareholder remuneration (10.8 M€) and acquisition of own shares in the context of the Public Offer (17.3 M€).

Considering the last 12 months, payments related to shareholder's remuneration initiatives amounted to 41.1 M€.
2.9 M€ of Net Cash refers to Non-Controlling Interests (Vs. 3.2 M€ in FY22).

Talent

Talent pool grew 4% YoY (2076 in 1H22).
Breakdown by segment, shows a 2% increase YoY LFL (1) in Next-Gen, which represents 60% of Total, in line with the strategic objectives.
TTM attrition rate (2) of Next-Gen dropped to 14.4% (21.5% in 1H22), in a downward trend since 1H22, as a result of proactive management of our pool and evolving market context.

Main stock markets performed well in 1H23 ending on a high note in June, despite investor's concerns over rising interest rates, slowing economic growth and persistently high inflation.
NBA stock price increased 8% in 1H23 (or 18% adjusting the shareholder remuneration), whilst EuroStoxx Technology Index increased 25% and PSI All-Share Index decreased 0.3%.

In 1H23 Novabase launched a Public Offer over own shares, creating an additional remuneration opportunity for shareholders. As a result, Novabase acquired 3,558,550 shares for 4.85 €/share.
Also in this period, Novabase paid 0.42 €/share to shareholders, thus fulfilling the intention to pay a total of 1.50 €/share in 2019-2023 (1) .
Excluding shares acquired in the context of the Offer (cancelled afterwards to reduce share capital), Novabase acquired 18k shares in 1H23, and holds 2,065,207 own shares (2) (7.42% of its share capital) at 30 June 2023.
Average price target disclosed by Novabase's analysts is 5.75 €. Average upside is 31%.
16 Market Cap at the end of 1H23 is 122.0 M€, with a ttm Price to Sales of 0.76x.

Novabase is exposed to several financial risks as well as operational and business risks, detailed in 2022 Report and Accounts, which are monitored and mitigated throughout the year.
During the first half of 2023 we have witness a deterioration in market conditions. By one hand, the persistent inflation and rising interest rates, which touch all aspects of an entity's business, including increasing costs, namely wages. By the other hand, the Russian invasion of Ukraine and the imposition of international sanction continue to have a pervasive economic impact.
Although global market conditions have affected market confidence, Novabase considers that there were no material changes during the first six months of 2023 that could significantly change the assessment of the risks to which the Group is exposed to.
However, in order to provide useful information to the users of this Report, we highlight the main changes in this period:
▪ Interest rate risk
Group's exposition to this risk increased due to the negotiation of two new floating-rate loans and to the renegotiation of the term of the headquarters' lease contract, considering the current market conditions, where interest reference rates have been increasing, and are currently at the highest level since 2001. The covenants associated to new bank borrowings are the ratio Net Debt/ EBITDA <= 3.5x. The Group considers that compliance with this covenant is ensured.
• Liquidity risk
The Group's liquidity reserve decreased this semester due to the payment of the shareholder remuneration and acquisition of own shares in the context of the Public Offer. Despite that, the Group continues to maintain a solid cash position and to finance itself through cash flows generated by its operations, having sufficient undrawn financing facilities to service its operating activities and ongoing investments.

Recruitment and talent retention continue to be a top priority and one of the main challenges currently. Nonetheless several news of layoffs in the first months of 2023 in IT market, and an apparent cooling compared to 2022, the demand for IT competencies continues to outstrip supply. Still, Novabase managed to increase its talent pool and decrease its attrition rate this semester, as a result of proactive management and policies aimed at retaining talent.
• Delivery risk
The delivery challenges in the Middle East due to the fast international expansion of Next-Gen segment in 2022 causing delays in some projects, continued to exist in the first semester and are expected to maintain in the second half of 2023, as previously anticipated.
• Strategic and contextual risks
Despite the geopolitical and macroeconomic
context, Novabase registered no impacts at the level of demand, and was able to capitalize on the current market conditions. Companies have been awakening to the digital world, especially since the COVID-19 pandemic, so decisions to cut or delay investments in this area are usually the last to come. The Group continues well positioned to increase its revenues through its differentiated and innovative technological offers.
Novabase's main target-markets are going through a difficult context and the outlook continue to be surrounded by great uncertainty, particularly with regard to the duration of the war in Europe and the continuation of interest rate hikes by the ECB, with possible consequences in the contraction of demand and economic slowdown.

APMs used by Novabase in this presentation are: EBITDA and Net Cash.
EBITDA allows to evaluate the profitability of the business and the company's capacity to generate resources through its operating activities. EBITDA is defined as operating profit excluding depreciation and amortisation and (if any) non-operating costs (e.g. restructuring costs). "Operating Profit" is simultaneously the item of the consolidated income statement, which is an integral part of this Report, more directly reconcilable and more relevant to this APM.
Net Cash provides information on the level of cash and other bank deposits and marketable securities, after discounting the debts to financial institutions, assisting in the analysis of the company's liquidity and its ability to meet non-bank commitments. "Cash and cash equivalents" is simultaneously the item of the consolidated statement of financial position more directly reconcilable and more relevant to this APM.
The detail and breakdown of Net Cash, as well as the reconciliation in 1H23 and prior period, is analysed in the table below.
| FY22 | 1H23 | |
|---|---|---|
| Cash and cash equivalents |
40 617 , |
28 136 , |
| (1) shares held by the Company Treasury |
8 272 , |
9 046 , |
| Bank borrowings - Non-Current |
(5 200) , |
(12 824) , |
| Bank borrowings - Current |
(4 200) , |
(6 947) , |
| Cash thousands) Net (Euro |
39 489 , |
17 411 , |
| FY22 | 1H23 | |
|---|---|---|
| shares held by the Treasury Company |
2 047 413 , , |
2 065 207 , , |
| Closing last tradable day price (€) @ |
4 040 |
4 380 |
| shares held by the Treasury Company thousands) (Euro |
8 272 , |
9 046 , |
(1) Determined by multiplying the number of treasury shares held by the Company at the end of the period by the share price on the last tradable day.

Novabase SGPS, S.A. Euronext code: PTNBA0AM0006 Registered in TRO of Lisbon and Corporate Tax Payer no. 502.280.182 Share Capital: 795,829.11 € Head Office: Av. D. João II, 34, 1998-031 Lisbon - PORTUGAL

María Gil Marín Chief Investors Officer Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]
Report available on website: www.novabase.com
Next Events
2023 Full Year Results (tbd)
| 30.06.23 | 31.12.22 | 30.06.23 | 30.06.22 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| ASSETS | CONTINUING OPERATIONS | |||||
| Tangible assets | 1,645 | 1,918 | Operating income | |||
| Intangible assets | 11,970 | 11,935 | Services rendered | 88,911 | 76,073 | |
| Right-of-use assets | 8,983 | 3,253 | Supplementary income and subsidies | 56 | 69 | |
| Financial investments | 14,309 | 13,961 | Other operating income | 73 | 99 | |
| Deferred income tax assets | 8,757 | 8,826 | ||||
| Other non-current assets | 1,526 | 1,706 | 89,040 | 76,241 | ||
| Total Non-Current Assets | 47,190 | 41,599 | Operating expenses | |||
| External supplies and services | (28,043) | (22,535) | ||||
| Inventories | - | - | Employee benefit expense | (52,859) | (46,510) | |
| Trade debtors and accrued income | 54,652 | 55,528 | (Provisions) / Provisions reversal | (14) | 418 | |
| Other debtors and prepaid expenses | 11,109 | 10,866 | Net impairm. losses on financ. assets | 311 | 87 | |
| Derivative financial instruments | 74 | 763 | Other operating expenses | (193) | (228) | |
| Cash and cash equivalents | 28,136 | 40,617 | ||||
| Total Current Assets | 93,971 | 107,774 | (80,798) | (68,768) | ||
| Assets for continuing operations | 141,161 | 149,373 | Gross Net Profit (EBITDA) | 8,242 | 7,473 | 10.3 % |
| Depreciation and amortisation | (1,753) | (1,690) | ||||
| Assets for discontinued operations | - | 268 | ||||
| Operating Profit (EBIT) | 6,489 | 5,783 | 12.2 % | |||
| Total Assets | 141,161 | 149,641 | Financial results | (552) | (482) | |
| EQUITY | Net Profit before taxes (EBT) | 5,937 | 5,301 | 12.0 % | ||
| Share capital | 835 | 32,971 | Income tax expense | (1,361) | (1,191) | |
| Treasury shares | (62) | (2,150) | ||||
| Share premium | 226 | 226 | Net Profit from continuing operations | 4,576 | 4,110 | 11.3 % |
| Reserves and retained earnings | 27,324 | 16,436 | ||||
| Net profit | 4,125 | 8,917 | DISCONTINUED OPERATIONS | |||
| Total Shareholders' Equity | 32,448 | 56,400 | Net Profit from discont. operations | (190) | 6 | -3266.7 % |
| Non-controlling interests | 11,546 | 10,827 | ||||
| Total Equity | 43,994 | 67,227 | Non-controlling interests | (261) | (133) | |
| LIABILITIES | Attributable Net Profit | 4,125 | 3,983 | 3.6 % | ||
| Bank borrowings | 12,824 | 5,200 | ||||
| Lease liabilities | 7,851 | 1,114 | ||||
| Provisions | 3,061 | 3,047 | ||||
| Other non-current liabilities | 291 | 363 | ||||
| Total Non-Current Liabilities | 24,027 | 9,724 | ||||
| Bank borrowings | 6,947 | 4,200 | ||||
| Lease liabilities | 1,694 | 2,737 | ||||
| Trade payables | 4,304 | 7,015 | ||||
| Other creditors and accruals | 33,523 | 36,503 | ||||
| Derivative financial instruments | 77 | 260 | ||||
| Deferred income | 25,448 | 20,007 | ||||
| Total Current Liabilities | 71,993 | 70,722 |
| Total Liabilities for cont. operations | 96,020 | 80,446 | ||||
|---|---|---|---|---|---|---|
| Total Liabilities for discont. operations | 1,147 | 1,968 | ||||
| Total Liabilities | 97,167 | 82,414 | Other information : | |||
| Total Equity and Liabilities | 141,161 | 149,641 | Turnover EBITDA margin |
88,911 9.3 % |
76,073 9.8 % |
16.9 % |
| EBT % on Turnover | 6.7 % | 7.0 % | ||||
| Net Cash | 17,411 | 39,489 | Net profit % on Turnover | 4.6 % | 5.2 % | |
| Novabase S.G.P.S., S.A. | Euronext code: PTNBA0AM0006 | Share Capital 795,829.11 Euros - Corporate Registration CRCL N.º 1495 |
|---|---|---|
| Head-office: Av. D. João II, 34, Parque das Nações, 1998-031 Lisbon, Portugal | Corporate Tax Payer N.º 502 280 182 |

Results Information by SEGMENTS for the period of 6 months ended 30 June 2023
| (Thousands of Euros) | |||
|---|---|---|---|
| Value Portfolio | Next-Gen | NOVABASE | |
| CONTINUING OPERATIONS | |||
| Turnover | 23,776 | 65,135 | 88,911 |
| Gross Net Profit (EBITDA) | - 1,953 |
- 6,289 |
- 8,242 |
| Depreciation and amortisation | - (163) |
- (1,590) |
- (1,753) |
| Operating Profit (EBIT) | 1,790 | 4,699 | 6,489 |
| Financial results | - (162) |
- (390) |
- (552) |
| Net Profit / (Loss) before Taxes (EBT) | 1,628 | 4,309 | 5,937 |
| Income tax expense | - (238) |
- (1,123) |
- (1,361) |
| Net Profit / (Loss) from cont. operations | 1,390 - |
3,186 | 4,576 |
| DISCONTINUED OPERATIONS | |||
| Net Profit from discontinued operations | (190) | - | (190) |
| Non-controlling interests | (261) | - | (261) |
| Attributable Net Profit / (Loss) | 939 | 3,186 | 4,125 |
| Other information : | - | - | - |
| EBITDA % on Turnover | 8.2% | 9.7% | 9.3% |
| EBT % on Turnover | 6.8% | 6.6% | 6.7% |
| Net profit % on Turnover | 3.9% | 4.9% | 4.6% |
(Page left intentionally blank)
In accordance with the resolutions of the 2021 and 2022 Novabase's General Meetings, held on 25 May and 24 May, respectively, Novabase's corporate bodies and Remuneration Committee for the 2021/2023 term of office have the following composition:
Chairman and Director with delegated powers: Luís Paulo Cardoso Salvado Director with delegated powers: Álvaro José da Silva Ferreira Non-Executive member of the Board of Directors: Rita Wrem Viana Branquinho Lobo Carvalho Rosado Non-Executive member of the Board of Directors: Benito Vázquez Blanco Director with special responsibilities (responsible for the business area related to Novabase Capital, investors relations area, marketing and communication area and information technologies area): María del Carmen Gil Marín Non-Executive member of the Board of Directors: José Afonso Oom Ferreira de Sousa Non-Executive member of the Board of Directors: Madalena Paz Ferreira Perestrelo de Oliveira Director with special responsibilities (responsible for the logistics, finance and tax and legal areas): Francisco Paulo Figueiredo Morais Antunes1 Non-Executive member of the Board of Directors: Pedro Miguel Quinteiro Marques de Carvalho
Chairman: António Manuel da Rocha e Menezes Cordeiro Secretary: Catarina Maria Marante Granadeiro
Member: Fátima do Rosário Piteira Patinha Farinha Chairman: Álvaro José Barrigas do Nascimento Deputy: Manuel Saldanha Tavares Festas Member: João Luís Correia Duque
Deputy: Maria Cristina Santos Ferreira Effective: KPMG & Associados – S.R.O.C., S.A., represented by Susana de Macedo Melim de Abreu Lopes
Member: João Francisco Ferreira de Almada e Quadros Saldanha Chairman: Francisco Luís Murteira Nabo Member: Pedro Miguel Duarte Rebelo de Sousa
At the meeting of the Board of Directors of Novabase, held on 25 May 2021, it was resolved to appoint the secretary of Novabase for the 2021/2023 term of office, in accordance with the following terms:
Effective: Marta Isabel dos Reis da Graça Rodrigues do Nascimento Deputy: Diogo Leónidas Ferreira da Rocha
(Under the terms of paragraph 5 of article 447 of the Portuguese Commercial Companies Code)
The shareholding of each of these members of the Corporate Bodies corresponds to the last position notified to the Company with reference to 30 June 2023 or a previous date. The functions of each of these Corporate Bodies are described in Annex I of this Report.
| % share capital | |||
|---|---|---|---|
| Holders | No. shares | and voting rights |
|
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 7.53% | |
| Manuel Saldanha Tavares Festas | 74,986 | 0.27% | |
| Francisco Paulo Figueiredo Morais Antunes | 30,335 | 0.11% | |
| María del Carmen Gil Marín | 23,001 | 0.08% | |
| João Luís Correia Duque | 500 | 0.00% | |
| Luís Paulo Cardoso Salvado (1) | 1 | 0.00% | |
| Álvaro José da Silva Ferreira (1) | 1 | 0.00% | |
| José Afonso Oom Ferreira de Sousa (1) | 1 | 0.00% | |
| Rita Wrem Viana Branquinho Lobo Carvalho Rosado | 0 | 0.00% | |
| Madalena Paz Ferreira Perestrelo de Oliveira | 0 | 0.00% | |
| Benito Vázquez Blanco | 0 | 0.00% | |
| Álvaro José Barrigas do Nascimento | 0 | 0.00% | |
| Fátima do Rosário Piteira Patinha Farinha | 0 | 0.00% | |
| KPMG & Associados – S.R.O.C., represented by Susana de Macedo Melim de Abreu Lopes | 0 | 0.00% | |
| Maria Cristina Santos Ferreira | 0 | 0.00% | |
| Total | 2,226,438 | 8.00% |
(1) Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are shareholders of HNB – S.G.P.S., S.A., where they hold management positions. HNB – S.G.P.S., S.A. held 11,438,851 shares representing 41.08% of Novabase's share capital and respective voting rights at 30 June 2023.
In addition to those mentioned to in this document (at the management transactions item), no encumbrances or other acquisitions or changes in the ownership of shares representing the Company's share capital (or of a company in a control or group relationship with the Company) were undertaken by the Members of the Board of Directors and Supervisory Bodies, nor any promissory, option or repurchase agreements, nor other agreements with similar effects on such shares.
No other transactions of the type described above were likewise carried out by any person falling under the scope of paragraphs 2 a) to d) of article 447 of the Portuguese Commercial Companies Code.
Finally, it should be clarified that neither the Company nor any company in a control or group relationship with it is an issuer of bonds.
(Under the terms of European Union market abuse regulation)
During the first half of 2023, there were no transactions carried out by the persons falling under the scope of article 447 of the Portuguese Commercial Companies Code.
(Under the terms of section d) of paragraph 5 of article 66 of the Portuguese Commercial Companies Code)
At 31 December 2022, Novabase held 2,047,413 own shares, representing 6.52% of its share capital, from which 962,194 shares, representing 3.06% of the share capital, were held through Novabase Consulting S.G.P.S., S.A..
During the first half of 2023, Novabase acquired on the market 17,794 own shares, in the context of the own shares buy-back programme ("Buyback Programme"), at the average net price of 4.169 Euros.
Additionally, Novabase acquired 3,558,550 shares for 4.85 Euros per share following the Public Offer over own shares, which were cancelled within the scope of a share capital reduction.
It should also be noted that Novabase S.G.P.S., S.A. acquired 212,194 shares from Novabase Consulting S.G.P.S., S.A. for 4.85 Euros per share in the first half of the year.
At 30 June 2023, Novabase held 2,065,207 own shares, representing 7.42% of the share capital. It is further informed that of this total, 750,000 shares, representing 2.69% of the share capital, were held through Novabase Consulting S.G.P.S., S.A..
The Company's Buy-Back Programme, started on 29 September 2021 and that meanwhile suspended following the publication by the Company on 16 February 2023 of the preliminary announcement for a public tender offer over own shares, was concluded on 27 April 2023.
At 30 June 2023, the nominal value of all shares representing the share capital of Novabase was 0.03 Euros (31 December 2022: 1.05 Euros), as a result of the share capital reduction approved by the Extraordinary General Meeting of Shareholders held on 13 March 2023.
It is further noted that Novabase completed, although after 30 June 2023, the reduction of the share capital through cancellation of 1,315,207 own shares, in compliance with the resolutions taken by the Annual General Meeting of 24 May, and following the acquisition of 212,194 own shares by Novabase S.G.P.S. from Novabase Consulting S.G.P.S., S.A..
Own shares transactions carried out on the stock exchange during the first half of 2023 are detailed below:
| Price per share | ||||
|---|---|---|---|---|
| Transaction | Date | Location | No. shares | (€) |
| Acquisition | 02/01/2023 | Euronext Lisbon | 400 | 4.080 |
| Acquisition | 03/01/2023 | Euronext Lisbon | 100 | 4.090 |
| Acquisition | 03/01/2023 | Euronext Lisbon | 692 | 4.090 |
| Acquisition | 04/01/2023 | Euronext Lisbon | 300 | 4.130 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 100 | 4.180 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 150 | 4.160 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 100 | 4.130 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 300 | 4.120 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 176 | 4.130 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 674 | 4.130 |
| Acquisition | 09/01/2023 | Euronext Lisbon | 100 | 4.100 |
| Acquisition | 10/01/2023 | Euronext Lisbon | 51 | 4.170 |
| Acquisition | 10/01/2023 | Euronext Lisbon | 99 | 4.170 |
| Acquisition | 10/01/2023 | Euronext Lisbon | 1,400 | 4.100 |
| Acquisition | 11/01/2023 | Euronext Lisbon | 200 | 4.180 |
| Acquisition | 11/01/2023 | Euronext Lisbon | 200 | 4.180 |
| Acquisition | 11/01/2023 | Euronext Lisbon | 100 | 4.180 |
| Acquisition | 12/01/2023 | Euronext Lisbon | 700 | 4.190 |
| Acquisition | 12/01/2023 | Euronext Lisbon | 200 | 4.190 |
| Acquisition | 12/01/2023 | Euronext Lisbon | 300 | 4.190 |
| Acquisition | 16/01/2023 | Euronext Lisbon | 7 | 4.180 |
| Acquisition | 16/01/2023 | Euronext Lisbon | 187 | 4.200 |
| Acquisition | 16/01/2023 | Euronext Lisbon | 113 | 4.200 |
| Acquisition | 17/01/2023 | Euronext Lisbon | 1,000 | 4.200 |
| Acquisition | 17/01/2023 | Euronext Lisbon | 700 | 4.200 |
| Acquisition | 17/01/2023 | Euronext Lisbon | 10 | 4.180 |
| Acquisition | 17/01/2023 | Euronext Lisbon | 200 | 4.180 |
| Acquisition | 19/01/2023 | Euronext Lisbon | 142 | 4.180 |
| Acquisition | 19/01/2023 | Euronext Lisbon | 358 | 4.180 |
| Price per share | ||||
|---|---|---|---|---|
| Transaction | Date | Location | No. shares | (€) |
| Acquisition | 20/01/2023 | Euronext Lisbon | 150 | 4.180 |
| Acquisition | 20/01/2023 | Euronext Lisbon | 282 | 4.180 |
| Acquisition | 20/01/2023 | Euronext Lisbon | 1,218 | 4.180 |
| Acquisition | 24/01/2023 | Euronext Lisbon | 295 | 4.180 |
| Acquisition | 24/01/2023 | Euronext Lisbon | 98 | 4.180 |
| Acquisition | 24/01/2023 | Euronext Lisbon | 232 | 4.180 |
| Acquisition | 24/01/2023 | Euronext Lisbon | 150 | 4.150 |
| Acquisition | 25/01/2023 | Euronext Lisbon | 300 | 4.120 |
| Acquisition | 26/01/2023 | Euronext Lisbon | 662 | 4.140 |
| Acquisition | 27/01/2023 | Euronext Lisbon | 100 | 4.140 |
| Acquisition | 30/01/2023 | Euronext Lisbon | 400 | 4.150 |
| Acquisition | 31/01/2023 | Euronext Lisbon | 300 | 4.120 |
| Acquisition | 01/02/2023 | Euronext Lisbon | 28 | 4.150 |
| Acquisition | 01/02/2023 | Euronext Lisbon | 472 | 4.150 |
| Acquisition | 02/02/2023 | Euronext Lisbon | 141 | 4.120 |
| Acquisition | 02/02/2023 | Euronext Lisbon | 159 | 4.150 |
| Acquisition | 03/02/2023 | Euronext Lisbon | 1,000 | 4.150 |
| Acquisition | 03/02/2023 | Euronext Lisbon | 147 | 4.140 |
| Acquisition | 03/02/2023 | Euronext Lisbon | 453 | 4.140 |
| Acquisition | 03/02/2023 | Euronext Lisbon | 200 | 4.140 |
| Acquisition | 06/02/2023 | Euronext Lisbon | 200 | 4.140 |
| Acquisition | 06/02/2023 | Euronext Lisbon | 100 | 4.140 |
| Acquisition | 09/02/2023 | Euronext Lisbon | 125 | 4.130 |
| Acquisition | 13/02/2023 | Euronext Lisbon | 500 | 4.320 |
| Acquisition | 14/02/2023 | Euronext Lisbon | 250 | 4.360 |
| Acquisition | 15/02/2023 | Euronext Lisbon | 300 | 4.380 |
| Acquisition | 15/02/2023 | Euronext Lisbon | 323 | 4.340 |
| Acquisition | 16/02/2023 | Euronext Lisbon | 150 | 4.380 |
(Page left intentionally blank)
(Unaudited)
(Page left intentionally blank)
| I. | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2023 | 5 |
|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2023 | 6 | |
| Condensed Consolidated Interim Statement of Profit or Loss for the period of 6 months ended 30 June 2023 ● |
7 | |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2023 | 8 | |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2023 | 9 | |
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2023 | 10 | |
| Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2023 ● |
11 | |
| Note 1. General information | 11 | |
| Note 2. Significant accounting policies | 11 | |
| Note 3. Critical accounting estimates and judgements | 13 | |
| Note 4. Segment information | 13 | |
| Note 5. Companies included in consolidation | 14 | |
| Note 6. Property, plant and equipment | 14 | |
| Note 7. Intangible assets | 15 | |
| Note 8. Deferred tax assets | 15 | |
| Note 9. Trade and other receivables | 16 | |
| Note 10. Cash and cash equivalents | 16 | |
| Note 11. Share Capital, share premium and treasury shares | 17 | |
| Note 12. Reserves and retained earnings | 17 | |
| Note 13. Non-controlling interests | 18 | |
| Note 14. Borrowings | 18 | |
| Note 15. Provisions | 19 | |
| Note 16. Trade and other payables | 20 | |
| Note 17. Deferred income and other current liabilities | 20 | |
| Note 18. External supplies and services | 20 | |
| Note 19. Employee benefit expense | 20 | |
| Note 20. Other gains/(losses) - net | 21 | |
| Note 21. Finance income | 21 | |
| Note 22. Finance costs | 21 | |
| Note 23. Income tax expense | 21 | |
| Note 24. Earnings per share | 22 | |
| Note 25. Dividends per share | 22 | |
| Note 26. Related parties | 22 | |
| Note 27. Discontinued operations | 23 | |
| Note 28. Fair value measurement of financial instruments | 24 | |
| Note 29. Contingencies | 26 | |
| Note 30. Events after the reporting period | 26 | |
| Note 31. Note added for translation | 26 | |
| II. | SECURITIES HELD BY CORPORATE BODIES | 27 |
| Securities issued by the Company and Companies in a control or group relationship with Novabase S.G.P.S., held by members of ● |
||
| the corporate bodies of Novabase S.G.P.S. | 29 |
These condensed consolidated interim financial statements does not include all the notes of the type normally included in an annual financial statements. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2022 and any public announcements made by NOVABASE during the interim reporting period.
(Page left intentionally blank)
I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2023
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.23 | 31.12.22 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 10,628 | 5,171 |
| Intangible assets | 7 | 11,970 | 11,935 |
| Financial assets at fair value through profit or loss | 28 | 14,309 | 13,961 |
| Deferred tax assets | 8 | 8,757 | 8,826 |
| Other non-current assets | 26 iii) | 1,526 | 1,706 |
| Total Non-Current Assets | 47,190 | 41,599 | |
| Current Assets | |||
| Trade and other receivables | 9 | 53,177 | 54,366 |
| Accrued income | 6,217 | 6,095 | |
| Income tax receivable | 1,450 | 1,970 | |
| Derivative financial instruments | 28 | 74 | 763 |
| Other current assets | 4,917 | 3,963 | |
| Cash and cash equivalents | 10 | 28,136 | 40,617 |
| Total Current Assets | 93,971 | 107,774 | |
| Assets from discontinued operations | 27 | - | 268 |
| Total Assets | 141,161 | 149,641 | |
| Equity and Liabilities Equity |
|||
| Share capital | 11 | 835 | 32,971 |
| Treasury shares | 11 | (62) | (2,150) |
| Share premium | 11 | 226 | 226 |
| Reserves and retained earnings | 12 | 27,324 | 16,436 |
| Profit for the period | 4,125 | 8,917 | |
| Total Equity attributable to owners of the parent | 32,448 | 56,400 | |
| Non-controlling interests | 13 | 11,546 | 10,827 |
| Total Equity | 43,994 | 67,227 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 14 | 20,675 | 6,314 |
| Provisions | 15 | 3,061 | 3,047 |
| Other non-current liabilities | 291 | 363 | |
| Total Non-Current Liabilities | 24,027 | 9,724 | |
| Current Liabilities | |||
| Borrowings | 14 | 8,641 | 6,937 |
| Trade and other payables | 16 | 37,767 | 43,153 |
| Income tax payable | 60 | 365 | |
| Derivative financial instruments | 28 | 77 | 260 |
| Deferred income and other current liabilities | 17 | 25,448 | 20,007 |
| Total Current Liabilities | 71,993 | 70,722 | |
| Liabilities from discontinued operations | 27 | 1,147 | 1,968 |
| Total Liabilities | 97,167 | 82,414 | |
| Total Equity and Liabilities | 141,161 | 149,641 | |
| THE CERTIFIED ACOUNTANT | THE BOARD OF DIRECTORS |

| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.23 | 30.06.22 | ||
| Continuing operations | ||||
| Services rendered | 4 | 88,911 | 76,073 | |
| External supplies and services | 18 | (28,043) | (22,535) | |
| Employee benefit expense | 19 | (52,859) | (46,510) | |
| Net impairment losses on trade and other receivables | 9 | 311 | 87 | |
| Other gains/(losses) - net | 20 | (78) | 358 | |
| Depreciation and amortisation | (1,753) | (1,690) | ||
| Operating Profit | 6,489 | 5,783 | ||
| Finance income | 21 | 506 | 542 | |
| Finance costs | 22 | (1,058) | (1,005) | |
| Share of loss of associates | - | (19) | ||
| Earnings Before Taxes (EBT) | 5,937 | 5,301 | ||
| Income tax expense | 23 | (1,361) | (1,191) | |
| Profit from continuing operations | 4,576 | 4,110 | ||
| Discontinued operations | ||||
| Results from discontinued operations | 27 | (190) | 6 | |
| Profit for the period | 4,386 | 4,116 | ||
| Profit attributable to: | ||||
| Owners of the parent | 4,125 | 3,983 | ||
| Non-controlling interests | 13 | 261 | 133 | |
| 4,386 | 4,116 | |||
| Earnings per share from continuing and discontinued operations | ||||
| attributable to owners of the parent (Euros per share) | ||||
| Basic earnings per share | ||||
| From continuing operations | 24 | 0.16 Euros | 0.13 Euros | |
| From discontinued operations | 24 | (0.01) Euros | Zero Euros | |
| From profit for the period | 24 | 0.15 Euros | 0.13 Euros | |
| Diluted earnings per share | ||||
| From continuing operations | 24 | 0.15 Euros | 0.13 Euros | |
| From discontinued operations | 24 | (0.01) Euros | Zero Euros | |
| From profit for the period | 24 | 0.14 Euros | 0.13 Euros | |
| 6 M * - 6-month period ended |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.23 | 30.06.22 | ||
| Profit for the period | 4,386 | 4,116 | ||
| Other comprehensive income for the period Items that may be reclassified to profit or loss |
||||
| Exchange differences on foreign operations, net of tax | (605) | 313 | ||
| Other comprehensive income for the period | (605) | 313 | ||
| Total comprehensive income for the period | 3,781 | 4,429 | ||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 3,820 | 4,143 | ||
| Non-controlling interests | (39) | 286 | ||
| 3,781 | 4,429 | |||
6 M * - 6-month period ended
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

| (Amounts expressed in thousands of Euros) Attributable to owners of the parent |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock options reserves |
Exch. dif. on foreign operations |
Other res. earnings |
Non & retained -controlling interests |
Total Equity |
|
| Balance at 1 January 2022 | 54,638 | (1,217) | 226 | 3,140 | 216 | (5,164) | 13,749 | 10,361 | 75,949 | |
| Profit for the period | - | - | - | - | - | - | 3,983 | 133 | 4,116 | |
| Other comprehensive income for the period 12, 13 | - | - | - | - | - | 160 | - | 153 | 313 | |
| Total comprehensive income for the period | - | - | - | - | - | 160 | 3,983 | 286 | 4,429 | |
| Transactions with owners | ||||||||||
| Share capital reduction | 11, 12 | (21,667) | 579 | - | - | - | - | 7,585 | - | (13,503) |
| Dividends and reserves paid | 12, 25 | - | - | - | - | - | - | - | - | - |
| Treasury shares movements | 11, 12 | - | (416) | - | - | - | - | (1,094) | - | (1,510) |
| Share-based payments | 12 | - | - | - | - | 139 | - | - | - | 139 |
| Change in consolidation perimeter | 13 | - | - | - | - | - | - | - | - | - |
| Transactions with owners Changes in ownership interests in subsidiaries that do not result in a loss of control |
(21,667) | 163 | - | - | 139 | - | 6,491 | - | (14,874) | |
| Transactions with non-controlling interests | 12, 13 | - | - | - | - | - | - | - | - | - |
| Balance at 30 June 2022 | 32,971 | (1,054) | 226 | 3,140 | 355 | (5,004) | 24,223 | 10,647 | 65,504 | |
| Balance at 1 January 2023 | 32,971 | (2,150) | 226 | 3,140 | 784 | (5,111) | 26,540 | 10,827 | 67,227 | |
| Profit for the period | - | - | - | - | - | - | 4,125 | 261 | 4,386 | |
| Other comprehensive income for the period 12, 13 | - | - | - | - | - | (305) | - | (300) | (605) | |
| Total comprehensive income for the period | - | - | - | - | - | (305) | 4,125 | (39) | 3,781 | |
| Transactions with owners | ||||||||||
| Share capital reduction | 11, 12 | (32,136) | 2,214 | - | (2,952) | - | - | 32,874 | - | - |
| Dividends and reserves paid | 12, 25 | - | - | - | - | - | - | (10,827) | - | (10,827) |
| Treasury shares movements | 11, 12 | - | (126) | - | - | - | - | (17,207) | - | (17,333) |
| Share-based payments | 12 | - | - | - | - | 388 | - | - | - | 388 |
| Change in consolidation perimeter | 13 | - | - | - | - | - | - | - | 758 | 758 |
| Transactions with owners Changes in ownership interests in subsidiaries that do not result in a loss of control |
(32,136) | 2,088 | - | (2,952) | 388 | - | 4,840 | 758 | (27,014) | |
| Transactions with non-controlling interests | 12, 13 | - | - | - | - | - | - | - | - | - |
| Balance at 30 June 2023 | 835 | (62) | 226 | 188 | 1,172 | (5,416) | 35,505 | 11,546 | 43,994 |

| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 6 M * | |||
| Note | 30.06.23 | 30.06.22 | |
| Cash flows from operating activities | |||
| Net cash from operating activities | 7,321 | 854 | |
| Cash flows from investing activities | |||
| Proceeds: Sale of subsidiaries |
27 | 220 | - |
| Sale of associates and other participated companies | - | 19 | |
| Sale of property, plant and equipment | 5 | 5 | |
| Interest received | 81 | 7 | |
| Dividends received | 21 | - | 3 |
| 306 | 34 | ||
| Payments: Acquisition of subsidiaries |
27 | (215) | - |
| Acquisition of property, plant and equipment | 6 | (159) | (230) |
| Acquisition of intangible assets | 7 | (66) | (103) |
| (440) | (333) | ||
| Net cash used in investing activities | (134) | (299) | |
| Cash flows from financing activities Proceeds: |
|||
| Proceeds from borrowings | 14 | 12,471 | - |
| 12,471 | - | ||
| Payments: | |||
| Repayment of borrowings | 14 | (2,100) | (2,700) |
| Dividends and reserves paid and share capital reductions | 12, 25 | (10,827) | - |
| Payment of lease liabilities Interest paid |
14 | (1,330) (566) |
(1,315) (336) |
| Purchase of treasury shares | 11, 12 | (17,338) | (1,510) |
| (32,161) | (5,861) | ||
| Net cash used in financing activities | (19,690) | (5,861) | |
| Cash and cash equivalents at 1 January | 10 | 40,620 | 68,433 |
| Net increase (decrease) of cash and cash equivalents | (12,503) | (5,306) | |
| Effects of change in consolidation perimeter | 27 | (3) | - |
| Effect of exchange rate changes on cash and cash equivalents | 24 | (158) | |
| Cash and cash equivalents at 30 June | 10 | 28,138 | 62,969 |
| 6 M * - 6-month period ended |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Novabase, Sociedade Gestora de Participações Sociais, S.A., with head office in Av. D. João II, 34, Parque das Nações, 1998-031 Lisbon, Portugal, holds and manages financial holdings in other companies as an indirect way of doing business, being the Holding Company of Novabase Group. Novabase Group (hereinafter referred to as Novabase Group, Group or Novabase) refers to Novabase S.G.P.S., S.A. and the companies included in the respective consolidation perimeter, which are detailed and disclosed in note 6 in the consolidated financial statements of the 2022 Annual Report (see also note 5).
(i) Next-Gen (NG) - This area, which operates under the Celfocus commercial brand according to Novabase's brand architecture, develops activities of IT consulting and services with technology offerings that tend to be more advanced and targeted mainly to the Financial Services (Banks, Insurance and Capital Markets) and Telecommunications (Operators) industries, and to the most competitive markets (Europe and Middle East);
(ii) Value Portfolio (VP) - This area of Novabase, where the Neotalent commercial brand operates, develops activities of IT consulting and services of IT Staffing. It also develops a venture capital activity through Novabase Capital, S.C.R., S.A..
The share capital is represented by 27,842,844 shares (31.12.22: 31,401,394 shares), with all shares having a nominal value of 0.03 Euros each (31.12.22: 1.05 Euros). At 30 June 2023, Novabase held 2,065,207 own shares representing 7.42% of its share capital (31.12.22: 2,047,413 own shares representing 6.52% of the share capital).
These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on 21 September 2023.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2022, as described in those financial statements, except for the adoption of new standards, amendments and interpretations, effective at 1 January 2023 (see note 2.2.). The accounting standards, amendments and interpretations recently issued, but not yet effective, can also be analysed in note 2.2..
As mentioned in note 3 - Financial risk management policy in the consolidated financial statements of the 2022 Annual Report, the Group is exposed to several risks as a result of its normal activity, which are monitored and mitigated throughout the year. During the first six months of 2023, there were no material changes that could significantly change the assessment of the risks to which the Group is exposed to (for further information, please refer to Management Report, which is an integral part of this Condensed Consolidated Report and Accounts). Similarly, the Group has not identified significant changes on its exposure to climate-related and other emerging risks, since the last annual reporting period up until 30 June 2023.
The condensed consolidated interim financial statements for the period of six months ended 30 June 2023 have been prepared in accordance with IAS 34 – 'Interim financial reporting'. These condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2022, which have been prepared in accordance with IFRS's, as adopted by the European Union (EU).
These consolidated financial statements were prepared and structured to present fairly the Group's operations, as well as its financial position, financial performance and cash flows. Focusing on the relevance of information, the financial statements include essentially an explanation of the significant events and transactions for an understanding of the major changes to the financial position and performance of the Group since the last annual financial report. Some of the notes from the 2022 Annual Report are omitted because no changes occurred, or they are not materially relevant for an understanding of the interim financial statements.
The Group's condensed consolidated financial statements were prepared on a going concern basis, based on the historical cost principle, except for assets and liabilities measured at fair value, that is, the financial assets at fair value through profit or loss and the derivative financial instruments.
Novabase Group's activity does not have, on a biannual basis, any significant seasonality.
These condensed financial statements are presented in thousands of Euros (EUR thousand), rounded to the nearest thousand, except otherwise stated.
These financial statements have not been audited.
2.2. IASB new standards and amendments or IFRIC interpretations
A number of amended standards became applicable for the current reporting period:
| Standard, amendment or interpretation | Brief description | Issued in | Effective date |
|---|---|---|---|
| Amendment to IAS 1 – 'Disclosure of accounting policies' |
The amendment to IAS 1 requires companies to disclose their material accounting policy information rather than their significant accounting policies. To provide guidance on how to apply the concept of materiality to accounting policy disclosures, the IASB also amended IFRS Practice Statement 2 – 'Making Materiality Judgements'. |
12/Feb/21 | 1/Jan/23 |
| Amendment to IAS 8 – 'Definition of accounting estimates' |
This amendment introduces the definition of accounting estimates and clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. |
12/Feb/21 | 1/Jan/23 |
| Amendment to IAS 12 – 'Deferred tax related to assets and liabilities arising from a single transaction' |
This amendment clarifies how companies account for deferred tax on transactions such as leases and decommissioning obligations. |
7/May/21 | 1/Jan/23 |
None of the amended standards applied by the Group for the first time in this period produced materially relevant impacts on the financial statements, nor retrospective adjustments were made as a result of its adoption.
A number of amended standards of mandatory application in this or future financial years are published up to the date of issue of this report, but have not yet been endorsed by the EU, so the Group did not early adopt them:
| Standard, amendment or interpretation | Brief description | Issued in | Effective date |
|
|---|---|---|---|---|
| Amendment to IFRS 16 – 'Lease liability in a sale and leaseback' |
This amendment introduces guidelines for the subsequent measurement of lease liabilities in a sale and leaseback transaction that qualify as a sale in accordance with IFRS 15. |
22/Sep/22 | 1/Jan/24 | |
| Amendment to IAS 1 – 'Classification of liabilities as current or non-current' |
This amendment clarifies on the classification of liabilities as current or non-current balances depending on entity's right to defer its settlement for at least twelve months after the reporting period. |
23/Jan/20 | 1/Jan/24 (1) | |
| Amendment to IAS 1 – 'Non-current liabilities with covenants' |
This amendment clarifies that covenants that an entity is required to comply with on or before the reporting date would affect classification as current or non-current, even if the covenant is only assessed after the entity's reporting date. |
31/Oct/22 | 1/Jan/24 | |
| Amendment to IAS 12 – 'International Tax Reform: Pillar Two Model Rules' |
This amendment constitutes the IASB's response to stakeholders' concerns about the potential implications of the imminent implementation of the OECD's Global Anti-Base Erosion (GloBE) rules on the accounting for income taxes. |
23/May/23 | 1/Jan/23 (2) | |
| Amendments to IAS 7 and IFRS 7 – 'Supplier Finance Arrangements' |
The amendments require an entity to make qualitative and quantitative additional disclosures about its supplier finance arrangements. |
25/May/23 | 1/Jan/24 | |
| Amendment to IAS 21 – 'Lack of exchangeability' | This amendment contains guidance to specify when a currency is exchangeable, and how to determine the exchange rate when it is not. |
15/Aug/23 | 1/Jan/25 |
(1) The effective date of this amendment, issued in January 2020 and partially amended in October 2022, has been postponed by one year for annual periods beginning on or after 1 January 2024, as a result of the COVID-19 pandemic.
(2) Companies can benefit from the temporary exception immediately but are required to provide the disclosures for annual reporting periods beginning on or after 1 January 2023.
No significant impacts on the Group's consolidated financial statements resulting from their adoption are estimated.
The preparation of interim financial statements requires Management to use judgement, and to make estimates and follow assumptions that impact the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Consequently, actual results may differ from these estimates.
The critical accounting estimates and judgments made in preparing these condensed consolidated interim financial statements are the same as those applied to the consolidated financial statements for the year ended 31 December 2022.
Novabase's activity is aggregated into two operating segments, Next-Gen and Value Portfolio, and no changes occurred in this interim period in the basis of segmentation or in the basis of measurement of segment's profit or loss in relation to the last annual financial statements.
Operating segments are reported consistently with the internal reporting that is provided to the Management, based on which it evaluates the performance of each segment and allocates the available resources.
The amounts reported in each operating segment result from the aggregation of the subsidiaries defined in each segment perimeter and the elimination of transactions between companies of the same segment.
The companies considered in each operating segment are presented in note 6 in the consolidated financial statements of the 2022 Annual Report. For the purposes of segment reporting, Novabase S.G.P.S., S.A. (company including the Group's top management) and, until its merger into Celfocus, S.A., Novabase Serviços, S.A. (company including the Group's shared services) are considered to be an integral part of the Value Portfolio segment.
During 2022 Novabase Serviços, S.A. merged into Celfocus, S.A., company in the Next-Gen segment. Given that this merger was only recorded in August 2022, the comparative information disclosed below still shows Value Portfolio segment including the shared services. In order to provide useful information to the users of the financial statements, information on this subsidiary's contribution to revenues and key performance indicators in the 1st half of 2022, included in the Value Portfolio, is provided here: i) Sales and services rendered - external customers: EUR 9 thousand; ii) Operating Profit: EUR +69 thousand; and iii) Profit from continuing operations: EUR +2 thousand.
Revenues from operating segments, as well as other measures of profit or loss and material items within the consolidated statement of profit or loss, can be analysed as follows:
| Value | |||
|---|---|---|---|
| Portfolio | Next-Gen | Novabase | |
| 1st half of 2022 | |||
| (i) Total segment revenues | 26,222 | 55,277 | 81,499 |
| Sales and services rendered - inter-segment | 5,197 | 229 | 5,426 |
| Sales and services rendered - external customers | 21,025 | 55,048 | 76,073 |
| Operating Profit | 2,010 | 3,773 | 5,783 |
| Finance results | (131) | (332) | (463) |
| Share of loss of associates | (19) | - | (19) |
| Income tax expense | (832) | (359) | (1,191) |
| Profit from continuing operations | 1,028 | 3,082 | 4,110 |
| Profit from discontinued operations (note 27) | 6 | - | 6 |
| Other information: | |||
| Depreciation and amortisation | (1,139) | (551) | (1,690) |
| (Provisions) / Provisions reversal | 61 | 357 | 418 |
| Net impairment losses on trade and other receivables | (57) | 144 | 87 |
| Value | |||
| Portfolio | Next-Gen | Novabase | |
| 1st half of 2023 | |||
| (i) Total segment revenues | 27,546 | 66,771 | 94,317 |
| Sales and services rendered - inter-segment | 3,770 | 1,636 | 5,406 |
| Sales and services rendered - external customers | 23,776 | 65,135 | 88,911 |
| Operating Profit | 1,790 | 4,699 | 6,489 |
| Finance results | (162) | (390) | (552) |
| Income tax expense | (238) | (1,123) | (1,361) |
| Profit from continuing operations | 1,390 | 3,186 | 4,576 |
| Profit from discontinued operations (note 27) | (190) | - | (190) |
| Other information: | |||
| Depreciation and amortisation | (163) | (1,590) | (1,753) |
| (Provisions) / Provisions reversal | - | (14) | (14) |
| Net impairment losses on trade and other receivables | 44 | 267 | 311 |
(i) Net of intra-segment revenues (in the 1st half of 2022: EUR 7,006 thousand, of which EUR 2,170 thousand in Value Portfolio and EUR 4,836 thousand in Next-Gen, and in the 1st half of 2023: EUR 5,148 thousand, of which EUR 222 thousand in Value Portfolio and EUR 4,926 thousand in Next-Gen).
As part of the control of the strategic plan execution, Management monitors Turnover by geography, based on the location of the client where the project is delivered, being this geographical criterion also used for the disaggregation of revenue in investors presentations.
Sales and services rendered by geography are analysed as follows:
| Value | ||||
|---|---|---|---|---|
| Portfolio | Next-Gen | Novabase | Total % | |
| 1st half of 2022 | ||||
| Sales and services rendered - external customers | 21,025 | 55,048 | 76,073 | 100.0% |
| Portugal | 12,086 | 20,560 | 32,646 | 42.9% |
| Europe and Middle East | 7,919 | 32,026 | 39,945 | 52.5% |
| Rest of the World | 1,020 | 2,462 | 3,482 | 4.6% |
| Value | ||||
| Portfolio | ||||
| 1st half of 2023 | Next-Gen | Novabase | Total % | |
| Sales and services rendered - external customers | 23,776 | 65,135 | 88,911 | 100.0% |
| Portugal Europe and Middle East |
12,882 9,784 |
18,236 44,860 |
31,118 54,644 |
35.0% 61.5% |
During the 1st half of 2023, the following changes occurred in the Novabase Group consolidation perimeter:
At the end of the first quarter, the Group sold its 74.0% stake in NBMSIT, Sist. de Inf. e Tecnol., S.A., the Mozambican subsidiary whose activity had been discontinued since late 2019, following the sale agreement of the GTE Business to VINCI Energies Portugal, S.G.P.S., S.A.. The sale generated a loss of EUR 190 thousand (see note 27).
The amounts presented under 'Property, plant and equipment' heading comprise own assets and right-of-use assets. The movement in the net book value of property, plant and equipment, during the 1st half of 2023, was as follows:
| Buildings and | Basic | Transport | Furniture, fit.Other tangible | |||
|---|---|---|---|---|---|---|
| other constr. | equipment | equipment | and equip. | assets | Total | |
| Cost Accumulated depreciation |
27,792 (25,070) |
8,603 (7,196) |
1,862 (1,043) |
1,823 (1,600) |
12 (12) |
40,092 (34,921) |
| Net book value at 31 December 2022 | 2,722 | 1,407 | 819 | 223 | - | 5,171 |
| 1st half of 2023 | ||||||
| Net book value at 1 January Acquisitions / increases Write-offs / disposals Depreciation |
2,722 6,445 - (1,114) |
1,407 156 (4) (331) |
819 586 (7) (244) |
223 3 - (33) |
- - - - |
5,171 7,190 (11) (1,722) |
| Net book value at the end of the period | 8,053 | 1,228 | 1,154 | 193 | - | 10,628 |
| Cost Accumulated depreciation |
34,237 (26,184) |
8,691 (7,463) |
2,213 (1,059) |
1,820 (1,627) |
12 (12) |
46,973 (36,345) |
| Net book value at 30 June 2023 | 8,053 | 1,228 | 1,154 | 193 | - | 10,628 |
Acquisitions of property, plant and equipment mainly refer to 'Basic equipment' for the operations, particularly laptops, and right-of-use assets of 'Buildings and other constructions' and 'Transport equipment' (see detail below).
Depreciation is included in 'Depreciation and amortisation' heading in the statement of profit or loss.
The net book value of right-of-use assets by class of underlying asset, as well as movements during the period, are detailed as follows:
| Buildings and other constr. |
Transport equipment |
Total | |
|---|---|---|---|
| Cost Accumulated depreciation |
24,373 (21,939) |
1,787 (968) |
26,160 (22,907) |
| Net book value at 31 December 2022 | 2,434 | 819 | 3,253 |
| 1st half of 2023 | |||
| Net book value at 1 January Acquisitions / increases Write-offs Depreciation |
2,434 6,445 - (1,050) |
819 586 (7) (244) |
3,253 7,031 (7) (1,294) |
| Net book value at the end of the period | 7,829 | 1,154 | 8,983 |
| Cost Accumulated depreciation |
30,818 (22,989) |
2,169 (1,015) |
32,987 (24,004) |
| Net book value at 30 June 2023 | 7,829 | 1,154 | 8,983 |
Acquisitions of rights-of-use assets of 'Buildings and other constructions' comprise the extension of the term of the lease contract of 'Edifício Caribe', Novabase's headquarters, in the amount of EUR 6,429 thousand, and the remeasurement of an existing contract dependent on an index or rate in the amount of EUR 16 thousand.
Acquisitions and write-offs of right-of-use assets of 'Transport equipment' are part of the usual renewal of the Group's fleet.
Information on the movements that occurred during the period in lease liabilities related to these right-of-use assets, namely, interest expense and lease payments, can be found in note 14.
The movement in the net book value of intangible assets, during the 1st half of 2023, was as follows:
| Intern. gener.Ind. prop. and | Work in | |||
|---|---|---|---|---|
| progress | Goodwill | Total | ||
| 2,961 (2,777) |
388 (369) |
231 - |
11,501 - |
15,081 (3,146) |
| 184 | 19 | 231 | 11,501 | 11,935 |
| 184 - (21) |
19 - (10) |
231 66 - |
11,501 - - |
11,935 66 (31) |
| 163 | 9 | 297 | 11,501 | 11,970 |
| 2,961 (2,798) |
388 (379) |
297 - |
11,501 - |
15,147 (3,177) |
| 163 | 9 | 297 | 11,501 | 11,970 |
| intang. assets other rights |
Amortisation is included in 'Depreciation and amortisation' heading in the statement of profit or loss.
Deferred taxes are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred tax assets and liabilities relate to the same tax authority. The deferred tax liability offset at 30 June 2023 amounts to EUR 950 thousand (31.12.22: EUR 926 thousand).
The movement in deferred tax assets was as follows:
| 30.06.23 | 31.12.22 |
|---|---|
| 8,826 | 9,443 |
| (69) | (617) |
| 8,757 | 8,826 |
For Novabase Group, the movement in deferred tax assets during the period after the offsetting of balances within the same tax jurisdiction is as follows:
| Tax | Provisions / | ||
|---|---|---|---|
| Credits | Adjustments | Total | |
| Balance at 1 January 2022 Profit or loss charge |
8,782 374 |
661 (991) |
9,443 (617) |
| Balance at 31 December 2022 Profit or loss charge |
9,156 (20) |
(330) (49) |
8,826 (69) |
| Balance at 30 June 2023 | 9,136 | (379) | 8,757 |
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Trade receivables Impairment allowance for trade receivables |
49,058 (623) |
50,227 (794) |
| 48,435 | 49,433 | |
| Financial holdings disposal (note 27) | - | 215 |
| Capital subscribers of FCR Novabase Capital +Inovação | 1,898 | 1,898 |
| Value added tax | 2,132 | 2,084 |
| Receivables from financed projects | 1,036 | 1,412 |
| Prepayments to suppliers | 153 | 40 |
| Employees | 75 | 12 |
| Other receivables | 264 | 310 |
| Impairment allowance for other receivables | (816) | (1,038) |
| 4,742 | 4,933 | |
| 53,177 | 54,366 |
Movements in impairment allowances for trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.23 | 31.12.22 | 30.06.23 | 31.12.22 | 30.06.23 | 31.12.22 | |
| Balance at 1 January | 794 | 901 | 1,038 | 1,058 | 1,832 | 1,959 |
| Impairment | 122 | 295 | - | - | 122 | 295 |
| Impairment reversal | (211) | (380) | (222) | (20) | (433) | (400) |
| Exchange differences | (82) | 29 | - | - | (82) | 29 |
| Write-offs | - | (51) | - | - | - | (51) |
| Balance at the end of the period | 623 | 794 | 816 | 1,038 | 1,439 | 1,832 |
With reference to the statement of cash flows, the detail and description of cash and cash equivalents is analysed as follows:
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Cash | 19 | 34 |
| Short-term bank deposits | 28,119 | 40,586 |
| Cash and cash equivalents at the end of period | 28,138 | 40,620 |
| Impairment allowance for short-term bank deposits | (2) | (3) |
| Cash and cash equivalents | 28,136 | 40,617 |
The evolution of 'Cash and cash equivalents' in the period includes the payment of dividends and the distribution of free reserves to shareholders, in the total amount of EUR 10,827 thousand (see note 12).
Movements in impairment allowance for short-term bank deposits are analysed as follows:
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Balance at 1 January | 3 | 2 |
| Impairment (note 22) | 1 | 3 |
| Impairment reversal (note 21) | (2) | (2) |
| Balance at the end of the period | 2 | 3 |
11. Share Capital, share premium and treasury shares
| No. Shares (thousands) |
Share capital |
Treasury shares |
Share premium |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2022 | 31,401 | 54,638 | (1,217) | 226 | 53,647 |
| Share capital reduction | - | (21,667) | 578 | - | (21,089) |
| Treasury shares purchased | - | - | (1,511) | - | (1,511) |
| Balance at 31 December 2022 | 31,401 | 32,971 | (2,150) | 226 | 31,047 |
| Share capital reduction | (3,558) | (32,136) | 2,214 | - | (29,922) |
| Treasury shares purchased | - | - | (126) | - | (126) |
| Balance at 30 June 2023 | 27,843 | 835 | (62) | 226 | 999 |
The 1st half of 2023 was marked by a Public Offer ("Offer") for the Acquisition of Novabase's own shares. Announced on 16 February, this Offer covered a maximum of 6,280,279 shares, that is 20% of the share capital, by a consideration of 4.85 Euros per share. As a result, Novabase acquired 3,558,550 shares representing 11.33% of its share capital.
During this semester, two share capital reductions were registered:
(a) a reduction of the nominal value of all 31,401,394 shares representing the share capital of Novabase, from 1.05 Euros per share to 0.03 Euros per share (EUR -32,029 thousand), in compliance with the resolutions taken by the Extraordinary General Meeting held on 13 March 2023, with the purpose of release excessive capital for the Offer;
(b) a reduction of share capital through the cancellation of the 3,558,550 own shares acquired in the context of the referred Offer, according to the resolutions taken by the General Meeting held on 24 May 2023.
It is further noted that, up to the end of June, a third reduction of the share capital through cancellation of 1,315,207 own shares was not completed (see note 30), in compliance with the resolutions taken by the Annual General Meeting of 24 May, and following the meanwhile occurred acquisition of 212,194 own shares by Novabase S.G.P.S. to Novabase Consulting S.G.P.S., S.A..
As a result of the share capital reduction referred to in a), 'Treasury shares' caption was adjusted in the amount of EUR 2,107 thousand against reserves (see note 12), to reflect the number of shares held by the Company at the new nominal value after this operation.
At 31 December 2022, Novabase held 2,047,413 treasury shares, representing 6.52% of its share capital, from which 962,194 shares, representing 3.06% of the share capital, were held through Novabase Consulting S.G.P.S., S.A.. During the 1st half of 2023, up to the launch of the Offer, Novabase acquired 17,794 own shares on the stock market, at an average net price of 4.169 Euros, within the scope of the Company's own shares buy-back programme ("Buy-Back Programme"). At 30 June 2023, Novabase held 2,065,207 treasury shares, representing 7.42% of its share capital. From this total, 750,000 shares representing 2.69% of the share capital are held through Novabase Consulting S.G.P.S., S.A..
Finally, the Buy-Back Programme, started on 29 September 2021 and meanwhile suspended on 16 February 2023 following the preliminary announcement of the public offer for acquisition of own shares, was concluded on 27 April, due to having been reached the estimated number of shares required to settle the options granted under the Company's Stock Option Plan, which was the objective of this Programme.
Movements in 'Reserves and retained earnings' are analysed as follows:
| 30.06.23 | 31.12.22 | ||
|---|---|---|---|
| Balance at 1 January | 16,436 | 3,235 | |
| Profit for the previous year | 8,917 | 8,706 | |
| (*) | Share capital reduction (note 11) | 29,922 | 8,026 |
| Payment of dividends / shareholder remuneration | (10,827) | - | |
| Exchange differences on foreign operations | (305) | 53 | |
| (**) | Purchase and sale of treasury shares (note 11) | (17,207) | (4,152) |
| Share-based payments | 388 | 568 | |
| Balance at the end of the period | 27,324 | 16,436 |
(*) Corresponds to the amount of the share capital reduction by reduction of the nominal value of all shares representing the share capital aimed at releasing excessive capital for the Offer (EUR 32,029 thousand), plus the related 'Treasury shares' caption adjustment to the new nominal value (EUR -2,107 thousand).
(**) Corresponds to the premium between the acquisition cost and the par value regarding the own shares acquired on the market until the suspension of Novabase's own shares buy-back programme (EUR 55 thousand), and in the context of the Public Offer (EUR 17,152 thousand).
The Annual General Meeting held on 24 May 2023 approved the payment of a dividend per share of 0.10 Euros as related to the total number of shares issued (see note 25). It was also approved the payment to shareholders of EUR 8,909,710.08 thousand, by way of distribution of free reserves, corresponding to 0.32 Euros per share. Thus, the global amount of the distribution to shareholders reached EUR 11,694 thousand, corresponding to 0.42 Euros per share. The payment, occurred in June 2023, totalled EUR 10,827 thousand, with the difference standing for the remuneration of treasury shares held by the Company, which remained in Novabase.
With the payment of the referred amounts, the intention expressed by Novabase's Board of Directors under the terms of the Strategy Update 2019+, to pay to the shareholders a total of 1.50 Euros per share between the period of 2019 and 2023, was deemed as fulfilled.
| 30.06.23 | 31.12.22 | ||
|---|---|---|---|
| Balance at 1 January | 10,827 | 10,361 | |
| Exchange differences on foreign operations | (300) | 28 | |
| Profit attributable to non-controlling interests | 261 | 438 | |
| (*) | Change in consolidation perimeter | 758 | - |
| Balance at the end of the period | 11,546 | 10,827 |
(*) In March 2023 the subsidiary NBMSIT, Sist. de Inf. e Tecnol., S.A. was sold (see notes 5 and 27).
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 12,824 | 5,200 |
| Lease liabilities | 7,851 | 1,114 |
| 20,675 | 6,314 | |
| Current | ||
| Bank borrowings | 6,947 | 4,200 |
| Lease liabilities | 1,694 | 2,737 |
| 8,641 | 6,937 | |
| Total borrowings | 29,316 | 13,251 |
The exposure of the Group's current bank borrowings to the contractual repricing dates are as follows:
| 6 months or less |
6 to 12 months |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years | Total | |
|---|---|---|---|---|---|---|
| Bank borrowings Lease liabilities |
2,100 1,420 |
2,100 1,317 |
4,200 769 |
1,000 345 |
- - |
9,400 3,851 |
| At 31 December 2022 | 3,520 | 3,417 | 4,969 | 1,345 | - | 13,251 |
| Bank borrowings Lease liabilities |
3,709 1,264 |
3,238 430 |
5,375 1,634 |
7,449 6,217 |
- - |
19,771 9,545 |
| At 30 June 2023 | 4,973 | 3,668 | 7,009 | 13,666 | - | 29,316 |
The weighted average effective interest rate of bank borrowings at the reporting date is 5.132% (31.12.22: 4.088%). Lease liabilities are presented after discounting the future finance charges, which amounts to EUR 1,745 thousand at 30 June 2023 (31.12.22: EUR 430 thousand). The weighted average incremental borrowing rate used when determining the present value of future lease payments is 4.407% (31.12.22: 2.630%).
During the 1st half of 2023, the Group negotiated two new loans, in the total amount of EUR 12.0 Million, and used EUR 0.5 Million of a shortterm credit line. In addition, an increase in the ceiling of a short-term credit line with a financial institution was also negotiated, from EUR 0.5 Million to EUR 5.0 Million. Loan repayments with banking institutions amounted to EUR 2.1 Million (30.06.22: 2.7M€).
The new loans are denominated in Euros and were negotiated at floating rates. Both loans were entered into for a 60-month period, repayable in ten semestral installments, commencing in October 2023. One of the borrowings has the following covenant: ratio Net Debt / EBITDA <= 3.5x.
At 30 June 2023, the debt covenants were being complied with, with the exception of the solvability ratio greater than 35% in relation to one of the financing contracts, where the next calculation of the ratio will only take place at 31 December 2023. It should also be noted that Novabase's covenants include the non-reduction of capital in significant amounts, which is why in 2023 Novabase communicated to the banks the capital reduction precedent to the Public Offer, having received their formal consent.
Movements in lease liabilities are as follows:
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Balance at 1 January | 3,851 | 5,800 |
| Increases (i) | 7,031 | 969 |
| Termination of lease contracts | (7) | (41) |
| Interest expense (ii) | 221 | 276 |
| Lease payments (iii) | (1,551) | (3,153) |
| Balance at the end of the period | 9,545 | 3,851 |
(i) Includes new lease contracts, remeasurement of leases that depend on an index or rate and lease modifications that are not accounted for as a separate lease (lease term).
(ii) Included in 'Finance costs' (see note 22).
(iii) Classified as 'Cash flows from financing activities' in the Condensed Consolidated Interim Statement of Cash Flows.
Note 6 provides information on the right-of-use assets of the Group related to these lease liabilities.
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Cash and cash equivalents (amount before impairment losses) | 28,138 | 40,620 |
| Borrowings - repayable within one year (including overdrafts) | (8,641) | (6,937) |
| Borrowings - repayable after one year | (20,675) | (6,314) |
| Net debt | (1,178) | 27,369 |
| Cash and cash equivalents |
Bank borrow. Bank borrow. due within 1 year |
due after 1 year |
Lease liabilities due within 1 year |
Lease liabilities due after 1 year |
Net debt |
|
|---|---|---|---|---|---|---|
| At 1 January 2022 | 68,433 | (6,800) | (9,400) | (2,783) | (3,017) | 46,433 |
| Cash flows Acquisitions - lease liabilities Effect of exchange rate changes Other non-cash movements |
(26,750) - (1,063) - |
6,800 - - (4,200) |
- - - 4,200 |
2,877 - - (2,831) |
- (969) - 2,872 |
(17,073) (969) (1,063) 41 |
| At 31 December 2022 | 40,620 | (4,200) | (5,200) | (2,737) | (1,114) | 27,369 |
| Cash flows Acquisitions - lease liabilities Effect of exchange rate changes Change in consolidation perimeter Other non-cash movements |
(12,503) - 24 (3) - |
2,100 - - - (4,847) |
(12,471) - - - 4,847 |
1,330 - - - (287) |
- (7,031) - - 294 |
(21,544) (7,031) 24 (3) 7 |
| At 30 June 2023 | 28,138 | (6,947) | (12,824) | (1,694) | (7,851) | (1,178) |
Movements in provisions for other risks and charges are analysed as follows:
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Balance at 1 January | 3,047 | 3,391 |
| Charge for the period (note 20) | 14 | 984 |
| Reversals / charge-off (note 20) | - | (1,328) |
| Balance at the end of the period | 3,061 | 3,047 |
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Trade payables | 4,304 | 7,015 |
| Remunerations, holiday and holiday and Christmas allowances | 15,686 | 10,993 |
| Bonus | 5,705 | 9,701 |
| Acquisition of financial holdings | - | 1,691 |
| Ongoing projects | 3,650 | 4,103 |
| Value added tax | 1,358 | 1,585 |
| Social security contributions | 1,601 | 2,636 |
| Income tax withholding | 1,287 | 1,707 |
| Employees | 60 | 90 |
| Stock options plan | 1,624 | 1,177 |
| Amount to be paid to non-controlling interests | 1 | 2 |
| Prepayments from trade receivables | 2 | 2 |
| Other accrued expenses | 2,198 | 2,155 |
| Other payables | 291 | 296 |
| 37,767 | 43,153 |
The decrease of 'Acquisition of financial holdings' caption reflects the settlement of the following amounts: (i) EUR 1,476 thousand of the contingent consideration associated to service hiring guarantees on the acquisition of Celfocus, S.A., which came to an end, and (ii) EUR 215 thousand regarding the consideration for the acquisition of the non-controlling interests of Novabase Digital, S.A. - which preceded the sale of 100% of the GTE Business (see note 27).
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Consulting projects Research and development grants |
25,243 205 |
19,815 192 |
| 25,448 | 20,007 |
The balances with consulting projects refer to differences between the progress of projects and contractual invoicing times. This framework is typical of this industry.
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Subcontracts | 21,128 | 17,272 |
| Commissions and consultancy fees | 1,150 | 1,066 |
| Transportation, travel and accommodation expenses | 1,983 | 1,149 |
| Specialised services and rents | 2,129 | 1,465 |
| Advertising and promotion | 132 | 176 |
| Water, electricity and fuel | 296 | 259 |
| Communications | 70 | 138 |
| Insurance | 327 | 174 |
| Utensils, office supplies and technical documentation | 556 | 480 |
| Other supplies and services | 272 | 356 |
| 28,043 | 22,535 |
The analysis of the combined value of subcontracts (amounts incurred for services rendered by external entities used by the Group to support projects for clients) and 'Employee benefit expense' (note 19) allows us to conclude that its evolution in 1st half of 2023 followed the revenue growth, staying slightly below. Additionally, there was an increase in spending on travel and accommodation to pre-pandemic levels (June 2019) and an increase in specialised services.
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Key management personnel compensation (note 26 i) | 860 | 914 |
| Wages and salaries of the employees | 42,464 | 35,725 |
| Employees social security contributions | 7,831 | 6,891 |
| Stock options granted (note 26 i) | 835 | 471 |
| Other employee expenses | 869 | 2,509 |
| 52,859 | 46,510 |
The year-on-year increase of 'Employee benefit expense' plus subcontracts (note 18) stood in line with the Turnover growth.
In the semesters ended 30 June 2023 and 2022 the average number of employees of the companies included in the consolidation was 2160 and 2076, respectively.
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Provisions and provisions reversal for other risks and charges (note 15) Other operating income and expense |
(14) (64) |
418 (60) |
| (78) | 358 | |
| 21. Finance income | ||
| 30.06.23 | 30.06.22 | |
| Interest received | 157 | 11 |
| Foreign exchange gains | 237 | 470 |
| Fair value of financial assets adjustment (note 28) | 110 | 58 |
| Dividends of financial assets | - | 3 |
| Reversal of impairment losses on bank balances (note 10) | 2 | - |
| 506 | 542 |
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (329) | (114) |
| - Lease liabilities (note 14) | (221) | (140) |
| - Other interest | (3) | (4) |
| Bank guarantees charges | (48) | (8) |
| Bank services and commissions | (115) | (57) |
| Foreign exchange losses | (341) | (675) |
| Fair value of financial assets adjustment (note 28) | - | - |
| Impairment losses on bank balances (note 10) | (1) | (7) |
| (1,058) | (1,005) |
The Group's income tax expense for the period differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the country of the Parent-Company due to the following:
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Earnings before taxes | 5,937 | 5,301 |
| Income tax expense at nominal rate (21% in 2023 and 2022) | 1,247 | 1,113 |
| Autonomous taxation | 170 | 164 |
| Results in companies where no deferred tax is recognised | 110 | (74) |
| Expenses not deductible for tax purposes | (556) | (70) |
| Differential tax rate on companies located abroad | (22) | 67 |
| Research & Development tax benefit | - | (778) |
| Municipal Surcharge and State Surcharge | 204 | 105 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 188 | 204 |
| Other | 20 | 460 |
| Income tax expense | 1,361 | 1,191 |
| Effective tax rate | 22.9% | 22.5% |
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Weighted average number of ordinary shares | 27,557,670 | 30,575,241 |
| Stock options adjustment | 961,566 | 427,541 |
| Adjusted weighted average number of ordinary shares | 28,519,236 | 31,002,782 |
| Profit attributable to owners of the parent | 4,125 | 3,983 |
| Basic earnings per share (Euros per share) | 0.15 Euros | 0.13 Euros |
| Diluted earnings per share (Euros per share) | 0.14 Euros | 0.13 Euros |
| Profit from continuing operations attributable to owners of the parent | 4,315 | 3,977 |
| Basic earnings per share (Euros per share) | 0.16 Euros | 0.13 Euros |
| Diluted earnings per share (Euros per share) | 0.15 Euros | 0.13 Euros |
| Profit from discontinued operations attributable to owners of the parent | (190) | 6 |
| Basic earnings per share (Euros per share) | (0.01) Euros | - |
| Diluted earnings per share (Euros per share) | (0.01) Euros | - |
In the 1st half of 2023, the amount of EUR 2,784 thousand was distributed to shareholders by way of dividends, corresponding to 0.10 Euros per share as related to the total number of ordinary shares issued. This amount differs from the one shown in the Condensed Consolidated Interim Statement of Cash Flows due to the distribution of free reserves also occurred in this period and to the remuneration of treasury shares held by the Company (see note 12).
For reporting purposes, related parties include subsidiaries and associates, other participated companies classified as financial assets at fair value through profit or loss, shareholders and key elements in the management of the Group.
Remuneration assigned to the Board of Directors and other key management personnel, during the periods ended 30 June 2023 and 2022, are as follows:
| 30.06.23 | 30.06.22 | |
|---|---|---|
| Short-term employee benefits | 830 | 884 |
| Other long-term benefits | 30 | 30 |
| Stock options granted | 835 | 471 |
| 1,695 | 1,385 |
The total variable remuneration assigned to the Board of Directors of Novabase S.G.P.S. and other key management elements of the Group, regardless the year of allocation, which payment is deferred, amounts to EUR 407 thousand (31.12.22: EUR 1,095 thousand).
At 30 June 2023, there are current receivable balances outstanding with key management personnel in the amount of EUR 10 thousand (31.12.22: EUR 4 thousand). There are no payable balances at this date (31.12.22: EUR 10 thousand).
ii) Balances and transactions with related parties
Balances and transactions with related parties are as follows:
| Trade and other receivables |
Trade and other payables |
|||
|---|---|---|---|---|
| 30.06.23 | 31.12.22 | 30.06.23 | 31.12.22 | |
| Associates | - | - | - | - |
| Other participated companies | - | 1 | - | - |
| - | 1 | - | - | |
| Impairment allowances for trade and other receivables | - | - | ||
| - | 1 |
| Services rendered | Supplementary income | Interest received | ||||
|---|---|---|---|---|---|---|
| 30.06.23 | 30.06.22 | 30.06.23 | 30.06.22 | 30.06.23 | 30.06.22 | |
| Associates | - | 45 | - | - | - | - |
| Other participated companies | - | - | - | 3 | 7 | 3 |
| - | 45 | - | 3 | 7 | 3 |
| Non-current | |||
|---|---|---|---|
| 30.06.23 | 31.12.22 | ||
| Associates | - | - | |
| Other participated companies | |||
| Loan to Powergrid, Lda. | 2,050 | 2,050 | |
| Loan to Bright Innovation, Lda. | 1,477 | 1,477 | |
| Loan to Radical Innovation, Lda. | 994 | 994 | |
| Loan to Power Data, Lda. | 1,242 | 1,242 | |
| Loan to Glarevision, S.A. (note 28, B) | - | 180 | |
| 5,763 | 5,943 | ||
| Impairment allowance for loans to related parties | (4,262) | (4,262) | |
| 1,501 | 1,681 |
These loans take the legal form of quasi-equity supplementary payments.
Besides balances and transactions described in the tables above, no other balances or transactions exist with the Group's related parties.
On March 2023 the Group sold its 74.0% stake in the Mozambican subsidiary NBMSIT, Sist. de Inf. e Tecnol., S.A. (see note 5) to Lucas Fazine Chacine, director and shareholder of this Company with 18% of the share capital.
The consideration agreed was EUR 5 thousand, to be paid at the signing date of the Agreement, not subject to further price adjustments. On the same date, along with the sale of the financial holding, the subsidiaries Novabase Business Solutions, S.A. and Novabase IMS 2, S.A. recognising the difficulty in collecting the credits held on NBMSIT for services rendered under the Group's previous policy of incentives for entering and developing the Mozambican market, carried out the definitive transfer of credits by an amount of EUR 10 thousand, not being the said transfer subject to any adjustment or reversal due to the effective collection of assigned credits.
Thus, with effect from 1 April 2023, Novabase recorded a loss on the sale in the amount of EUR -190 thousand, which can be analysed as follows: i) Consideration received in cash on the sale of the financial holding: EUR +5 thousand; ii) Carrying amount of net assets sold (including payable balances to the Group companies): EUR +2.915 thousand; iii) Derecognition of Non-controlling interests (note 13): EUR -758 thousand; iv) Loss on the transfer of credits held on NBMSIT (net of cash received): EUR -3.159 thousand; and v) Use of the existing provision (in 'Liabilities from discontinued operations') relating to the Mozambican subsidiary: EUR +807 thousand.
Also worthy of note are the following situations regarding the Group's discontinued operations:
The cash flows of discontinued operations are as follows:
| 30.06.22 | ||||
|---|---|---|---|---|
| COLLAB | GTE | IMS | Novabase | |
| Net cash from operating activities | - | (420) | 9 | (411) |
| Net cash from investing activities | - | - | - | - |
| Net cash from financing activities | - | (5) | - | (5) |
| - | (425) | 9 | (416) | |
| 30.06.23 | ||||
|---|---|---|---|---|
| COLLAB | GTE | IMS | Novabase | |
| Net cash from operating activities | - | 5 | 9 | 14 |
| Net cash from investing activities | - | 5 | - | 5 |
| Net cash from financing activities | - | - | - | - |
| - | 10 | 9 | 19 |
The Group's financial assets and liabilities measured at fair value are the following:
The Group classifies its financial instruments into the three Levels of fair value hierarchy prescribed under the accounting standards:
At 30 June 2023 and 31 December 2022, the Group's financial assets and financial liabilities measured and recognised at fair value on a recurring basis are as follows:
| 30.06.23 | 31.12.22 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets at fair value | ||||||
| Financial assets at fair value through profit or loss | 776 | - | 13,533 | 746 | - | 13,215 |
| Derivative financial instruments | - | 74 | - | - | 763 | - |
| 776 | 74 | 13,533 | 746 | 763 | 13,215 | |
| Financial liabilities at fair value | ||||||
| Derivative financial instruments | - | 77 | - | - | 260 | - |
| - | 77 | - | - | 260 | - |
The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 June 2023.
The Group also has a number of financial instruments which are not measured at fair value in the statement of financial position. At 30 June 2023, the fair values of these instruments are not materially different to their carrying amounts, since the interest receivable / payable is either close to current market rates or the instruments are short-term in nature.
Specific valuation techniques used to determine fair values of financial instruments include:
The following table presents the movements in Level 3 instruments for the half-year ended 30 June 2023:
| 30.06.23 | 31.12.22 | |
|---|---|---|
| Balance at 1 January | 13,215 | 12,925 |
| Acquisitions | 208 | 87 |
| Disposals | - | (63) |
| Net fair value adjustments (notes 21 and 22) | 110 | 266 |
| Balance at the end of the period | 13,533 | 13,215 |
Acquisitions in the 1st half of 2023 refer to the investment in Glarevision, S.A., following the conversion of quasi-equity supplementary payments, plus interest, into equity (see note 26, iii).
Net fair value adjustments of Level 3 instruments recorded in the period refer to an appreciation of the investment in FCR Istart I. The positive fair value adjustment was recognised in profit or loss and included in 'Finance income' (see note 21).
There were no transfers between the Levels 3 and 2 for the purposes of fair value measurement in the 1st half of 2023. There were also no changes made to any of the valuation techniques applied as of 31 December 2022.
The quantitative information about the significant unobservable inputs used in Level 3 fair value measurement of Feedzai, S.A., the main asset in this category representing approximately 85% of these instruments at 30 June 2023, as well as the relationship of some of those unobservable inputs to fair value (for illustrative purposes only) is set out below. No changes were made to the inputs used in Feedzai's valuation at 30 June 2023, as the Group considered that no material changes occurred in the 1st half of 2023, that could significantly affect the inputs used in the valuation. The inputs will be evaluated/reviewed with reference to 31 December 2023.
| Feedzai | |
|---|---|
| Discount rate (post-tax) | 13.7% |
| Perpetual growth rate | 0.5% |
| Annual average growth rate of turnover | 32.6% |
According to sensitivity analyses performed, a possible increase or decrease of 1 percentage point in WACC would result in a Feedzai's fair value change of approximately EUR -870 thousand and EUR +1,023 thousand, respectively. As for a possible increase or decrease of 0.5 percentage point in the perpetual growth rate implicit in the calculation of the Terminal Value of the valuation, with all other variables held constant, would result in a fair value change of approximately EUR +345 thousand and EUR -319 thousand, respectively.
The Group has a team responsible for the Level 3 fair value measurements of the companies held mainly by the funds NB Capital Inovação e Internacionalização and Novabase Capital +Inovação, which reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every six months, in line with the Group's half-yearly reporting periods to the market.
The main Level 3 inputs used by the Group in measuring the fair value of financial instruments are derived and evaluated as follows:
Changes in Level 2 and 3 fair values are analysed at the end of each reporting period during the half-yearly valuation discussion between the CFO and the valuation team. As part of this discussion, it is considered whether the inputs of the models initially used in its measurement became, for instance, observable and whether they have adherence to the financial instrument under analysis. If the inputs are observable and representative, Novabase changes the category from Level 3 to Level 2.
Towards 31 December 2022, the following changes occurred in the judicial processes:
In the ongoing lawsuit in the Ghana High Circuit Court - Commercial Division, filed by Rhema Systems Associates Ltd, Novabase's partner in Ghana, for the payment of amounts that it considers to be due for profit sharing in the scope of some business contracts signed with customers, in the global amount of USD 1,568,801.76, the judicial process has been resumed as the mediation procedure initiated by the parties ended without any agreement being reached. The judicial procedure is pending decision by the Court on existing requests from the parties prior to the presentation of defence.
Additionally, following a claim filed by Novabase Neotalent S.A. against Ambisig S.A. for payment of overdue invoices in the amount of 112,004.20 Euros, plus interest, the defendant was served and filed opposition, under which a counterclaim in the amount of 98,759.32 Euros was made. Neotalent answered the counterclaim on 13 January 2023, and the case is awaiting further proceedings.
After 30 June 2023 and up to the date of issue of this report, the following material events occurred:
Share Capital Reduction
On 5 July it was registered before the Lisbon Commercial Registry Office a share capital reduction through the cancellation of 1,315,207 own shares, in compliance with the resolutions taken by the Annual General Meeting held on 24 May 2023, and following the acquisition of 212,194 own shares by Novabase S.G.P.S. to Novabase Consulting S.G.P.S., S.A.. As a result of the registration of said operation, the share capital of Novabase was reduced to 795,829.11 Euros, being represented by 26,527,637 ordinary shares with a nominal value of 0.03 Euros each.
In July 2023, the Third (and final) Additional Purchase Price for the sale of COLLAB, S.A., considered as a contingent asset in the 2022 Annual Report, was determined in the amount of EUR 236 thousand. The adjustment to the gain on the sale to be recognised in the second half of 2023 is estimated in EUR 183 thousand.
In July 2023, 1,050 thousand stock options, corresponding to the total options over Novabase shares outstanding as at 31 December 2022, were exercised, from which 450 thousand options were attributed in 2021 and 600 thousand options were attributed in 2022. The average exercise price per share was 4.813 Euros. The options exercised resulted in the payment to the managing directors and directors with special duties of a total amount of EUR 1,800 thousand and in the allotment of 373,919 ordinary shares, which will be retained by Novabase for a 3 year period, according to the terms and conditions of the Stock Options Plan Regulation. The impact in profit or loss, to be recognised in the 2nd half of 2023, is estimated in approximately EUR 176 thousand, with the difference to the cash outflow standing for the annulment of the liability of EUR 1,624 thousand (see note 16).
These financial statements are a free translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
(Page left intentionally blank)
| Share capital | Total number of shares / quotas |
No. shares / quotas held by corporate bodies at 31.12.22 |
Transactions | No. shares / quotas held by corporate bodies at 30.06.23 |
% held by corporate bodies at 30.06.23 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 835,285 € | 27,842,844 | 13,665,289 | 0 | 13,665,289 | 49.1% |
| HNB - S.G.P.S., S.A. (a) | 11,438,851 | 0 | 11,438,851 | 41.1% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 0 | 2,097,613 | 7.5% | ||
| Manuel Saldanha Tavares Festas | 74,986 | 0 | 74,986 | 0.3% | ||
| Francisco Paulo Figueiredo Morais Antunes | 30,335 | 0 | 30,335 | 0.1% | ||
| María del Carmen Gil Marín | 23,001 | 0 | 23,001 | 0.1% | ||
| João Luís Correia Duque | 500 | 0 | 500 | 0.0% | ||
| Luís Paulo Cardoso Salvado | 1 | 0 | 1 | 0.0% | ||
| Álvaro José da Silva Ferreira | 1 | 0 | 1 | 0.0% | ||
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| Benito Vázquez Blanco | 0 | 0 | 0 | 0.0% | ||
| Rita Wrem Viana Branquinho Lobo Carvalho Rosado | 0 | 0 | 0 | 0.0% | ||
| Madalena Paz Ferreira Perestrelo de Oliveira | 0 | 0 | 0 | 0.0% | ||
| Álvaro José Barrigas do Nascimento | 0 | 0 | 0 | 0.0% | ||
| Fátima do Rosário Piteira Patinha Farinha KPMG & Associados – S.R.O.C., represented by |
0 | 0 | 0 | 0.0% | ||
| Susana de Macedo Melim de Abreu Lopes | 0 | 0 | 0 | 0.0% | ||
| Maria Cristina Santos Ferreira | 0 | 0 | 0 | 0.0% | ||
| NBASIT - Sist. Inf e Telecomunicações, S.A. | 47,500,000 AOA | 100,000 | 800 | 0 | 800 | 0.8% |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| Luís Paulo Cardoso Salvado | 200 | 0 | 200 | 0.2% | ||
| Francisco Paulo Figueiredo Morais Antunes | 200 | 0 | 200 | 0.2% |
Novabase reports in the above table the securities held directly by members of the board of directors and supervisory bodies of the Company or by the persons closely associated to them.
(a) José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB - S.G.P.S., S.A., having executed a shareholder's agreement concerning the total share capital of this company.
(Page left intentionally blank)
NOVABASE S.G.P.S., S.A.
(Page left intentionally blank)
Pursuant to the terms of section c) of paragraph 1 of article 29-J of the Portuguese Securities Code, the members of the Board of Directors of Novabase, Sociedade Gestora de Participações Sociais, S.A., below identified declare, in the quality and scope of their duties as referred to therein, that to the best of their knowledge and based on the information to which they had access within the Board of Directors:
(i) the information contained in the condensed consolidated interim financial statements and all other accounting documentation required by law or regulation, regarding the period of six months ended 30 June 2023, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and
(ii) the interim management report faithfully states the evolution of the businesses, of the performance and of the position of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter, containing namely an accurate description of the main risks and uncertainties which they face.
Lisbon, 21 September 2023
Luís Paulo Cardoso Salvado Chairman and Director with delegated powers (CEO)
Álvaro José da Silva Ferreira Director with delegated powers
Francisco Paulo Figueiredo Morais Antunes Director with special responsibilities
María del Carmen Gil Marín Director with special responsibilities
Rita Wrem Viana Branquinho Lobo Carvalho Rosado Non-Executive member of the Board
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board
Madalena Paz Ferreira Perestrelo de Oliveira Non-Executive member of the Board
Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board
Benito Vázquez Blanco Non-Executive member of the Board
(Page left intentionally blank)
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.