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Novabase SGPS

Interim / Quarterly Report Sep 28, 2021

1943_ir_2021-09-28_da98f501-a391-43d8-b660-b014a268aec5.pdf

Interim / Quarterly Report

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REPORT AND ACCOUNTS 1st half 2021

  • Management Report
  • Consolidated Financial Statements
  • Annexes to the Management Report
    • I. Corporate Bodies
    • II. List of Shareholders with Qualifying Stakes
    • III. Information concerning Stakes held by Members of the Board of Directors and Supervisory Bodies
    • IV. Management Transactions
    • V. Own Shares Transactions
  • Condensed Consolidated Accounts
  • Statement of Compliance

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Privileged Information

NEXT-GEN IT SERVICES COMPANY

Disclaimer

  • This presentation includes sector and forward-looking statements involving risks and uncertainties that could cause actual data to differ materially from those expressed or implied by such statements. The risks and uncertainties, which have increased as a result of the Covid-19 pandemic, relate to factors that are beyond Novabase' ability to control or estimate precisely, and include but are not limited to, general economic conditions, actions taken by governmental authorities to address Covid-19 effects and their impacts over the economy, credit markets, among others.
    • Statements in this release relate only to this presentation date.
    • Financial reporting terms used in this Report are mostly in accordance with International Financial Reporting Standards (IFRS) but will include certain non-IFRS financial measures of our performance (APMs). APMs used by Novabase are intended to provide additional information, more comprehensive and relevant to users, and are applied consistently in all periods reflected in this release. Reconciliation of each of these APMs to its most directly comparable IFRS financial measure can be found in the end of this Report. All amounts in this presentation are expressed in million Euros, except otherwise stated.
  • This presentation is provided for informational purposes only and does not constitute a document for the offer of securities, and its distribution or use by any person or entity is forbidden without prior authorization from Novabase.

6M21 Outlook

Chairman and CEO

Message from Luís Paulo Salvado

"Novabase's businesses had a strong performance in the semester, confirming the trends of the last quarter.

Next-Gen grew 11% overall and a remarkable 16% in our target geographies - Europe and Middle East - rising the nondomestic business to almost 2/3 of its Turnover. These results show that our competencies and offerings in the Digital and Cognitive areas have an excellent acceptance in the most competitive markets.

Value Portfolio continued its recovery trend, growing for the 2nd consecutive quarter, but not yet reaching the 1H2020 figures.

Consolidated profitability also improved: EBITDA rose 15% and Net Profit from continuing operations soared 75%.

We also face numerous challenges. The pandemic situation, which continues to drag on and cause great uncertainty, has slowed down our M&A initiative and the acquisition of new leading international clients. The increasingly fierce competition for talent is also very challenging, even though we managed to increase Next-Gen's headcount by 14% YoY.

Although cautious about the uncertain context, we trust the strategic direction we have set and our teams to execute it successfully."

6M21 in Review

Next-Gen started the year with great momentum…

… and is on a strong operational course. Current portfolio is performing well, benefitting from a focus on resilient sectors and larger-sized customers.

While M&A initiatives are delayed, Next-Gen is making good progress with the Transformation and continues to thrive in its organic growth strategy.

Value Portfolio's improved its performance for the 2nd consecutive quarter…

… as a promising sign that indicates 2021 can be a year of recovery after the pandemic impacts (mainly in the Spanish market).

As global economies continue to open, Value Portfolio is well positioned for continued growth and to generate further value to fund Next-Gen strategy.

Novabase in the News (1)

  • Novabase has a new brand architecture || www.novabase.com.
  • Celfocus with eyes set on talent || Celfocus engaged in multiple initiatives, e.g. SINFO tech conference and SET - Business and Technology Week, with one goal: having the best by its side.
  • Neotalent's New Digital Talent Ecosystem || A R&D project using AI and blockchain, in partnership with ISCTE and Instituto Pedro Nunes, that is intended to transform the talent market.
  • Trust – before and after Covid (2) || Novabase Chairman Luís Paulo Salvado's opinion article on the findings of the Edelman Trust Barometer, one of the world's most important reports.
  • Novabase once again at PWIT || Novabase is one of the sponsors of Portuguese Women in Tech and has two of its coworkers among the finalists.
  • Innovative talent || The Human Resources Portugal magazine distinguished Novabase as the most innovative company in managing people for the 3rd year in a row.
  • Bankinter's Digital Home Loans by Celfocus || Celfocus was chosen to deploy a pioneer digital home loan solution.
  • Santander Portugal chooses Celfocus eSign solution || The solution will be used in all processes of collecting digital signatures from the bank's applications.
  • New governing bodies for the 2021/2023 triennium || Luís Paulo Salvado and Álvaro Ferreira were nominated as directors with delegated powers, and María Gil Marín, as director with special responsibilities.
  • 6 ▪ PWN Lisbon partnered with Novabase || With the aim at promoting female talent and increase its representation in the areas of STEM (Science, Technology, Engineering and Mathematics).

(1) Until this presentation date.

(2) Executive Digest magazine no. 178 of January 2021.

Covid-19

In compliance with ESMA guidelines

Update on impacts

2021 began under a wave of new infections by Covid-19. Portugal witnessed the worsening of the pandemic crisis at the beginning of the year, with a new general confinement imposed and intermittent lockdowns in Europe, but from the middle of the 2nd quarter, the pandemic situation started to improve.

The Group's Pandemic Task Force continued to support the operations, while taking all necessary health measures to protect the entire community. The analysis of the evolution of the outbreak is constant and implementation of new measures is / will be carried out whenever necessary.

There was no material impact on the direct operating conditions during 6M21, since our teams have been working remotely since the beginning of the pandemic. Our Nearshore Agile Delivery Model enabled customer operations to continue seamlessly and smoothly.

In terms of financial impacts, no relevant negative Covid-19 effects were observed. On the contrary, Next-Gen started the year with

great momentum and the IT Staffing Business abroad, on the Value Portfolio segment, which had experienced some Covid-effects especially over 2H20, was able to clock improvements in both quarters of 2021.

Other impacts include delays in the M&A initiatives and in winning new clients of size, above all in Europe, due to travel restrictions, although advances in global vaccination and the recently approved EU Digital COVID Certificate bring positive perspectives.

The 6M21 figures, the robust liquidity position, and our well-defined objectives are reassuring, reinforcing Novabase's confidence in its strategic roadmap. Nevertheless, Covid-19 pandemic is still spreading globally, with Delta variant becoming dominant and Europe experiencing the 4th wave of the pandemic, so the international landscape remains complex and with a highlevel of uncertainty.

Financial Highlights

6M21 performance: Strong first-half 2021

  • Turnover grew 6% YoY, with Next-Gen representing ¾ of Total
  • 58% of Turnover is generated outside Portugal, with Next-Gen growing at double-digits, +13% YoY
  • Europe & ME accounts for 90% of Next-Gen's International Turnover
  • 86% of Next-Gen Revenues captured from Top Tier clients
  • EBITDA of 6.3 M€, leveraged by Next-Gen
  • Net Profit from continuing operations increased 75% YoY, to 3.3 M€
  • Solid Net Cash position of 51.9 M€
  • Next-Gen Talent Pool increased 14% YoY
  • NBA price gained 30% during 6M21, outperforming the reference indexes
  • No relevant impacts booked in 6M21 due to Covid-19 pandemic

Turnover

Turnover grew by 6% YoY, with Next-Gen representing ¾ of Total

Turnover

No relevant impacts were observed in 6M21 due to the Covid-19 pandemic, both in Next-Gen and in Value Portfolio segments, despite nationwide lockdowns in Portugal and all over Europe for a good part of this semester.

Breakdown by Geography (%) (1)

0

10

20

30

40

50

60

70

80

57.9% Vs. 56.3%

Breakdown by Segment (%)

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

(2) Value Portfolio includes holding / shared services.

EBITDA

EBITDA increased 15% YoY, leveraged by Next-Gen

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

Next-Gen Segment

Next-Gen logs doubledigit Topline growth, +11% YoY

Fully organic growth and mainly driven by international operations.

EBITDA margin increased 160 bps

Working on strategic initiatives for 2023 goals.

0

2

4

6

8

10

12

-90.0%

30.0%

Next-Gen Segment

Half-year record high in international Revenues

Next-Gen focused on Telco in 6M21 and working on its Multi Industry approach, delayed due to the pandemic.

Next-Gen international Turnover grew 13% YoY standing for 64% of the total Next-Gen Turnover in 6M21.

Operations in Europe & ME – which account for 90% of this segment's international business (88% in 6M20) – increased 16% YoY. Exposure to Africa declined by 10% YoY.

% of Revenue by Industry Revenue by Geography

Next-Gen Segment

Top Tier clients Revenues grew by 11% YoY

As a result of Next-Gen's focus on building long-term relationships.

Total number of clients in 6M21 increased to 114 (107 in 6M20).

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

Value Portfolio Segment

Value Portfolio's Topline increased for the 2nd consecutive quarter…

... +4% QoQ since Q4 2020, confirming the positive signs of recovery observed in Q1, but 6M21 still below YoY (-6%).

Turnover EBITDA

0.0

5.0

10.0

15.0

20.0

Sound EBITDA margin despite YoY decline

6M21 of pandemic context, in contrast with 2020, which was mainly affected during the second half of the year.

-200.0%

-80.0%

40.0%

160.0%

Net Profit from continuing operations increased 75% YoY

Financial results improved 1.0 M€ YoY, fundamentally due to the exchange differences recorded in foreign operations. Discontinued operations decreased 3.2 M€ YoY, owing to the capital gains recorded in 6M20 on the GTE Business and Collab disposals. In 6M21, this heading reflects the capital gain adjustment related to the First Additional Purchase Price on the sale of Collab, as set out in the agreement.

Evolution of NCI, of +0.2 M€ YoY, essentially explained by the full ownership of Celfocus since April 2020.

Total EPS reached 0.11 € (0.16 € in 6M20).

EBITDA to Net Profit

Net Cash

Solid Net Cash position of 51.9 M€

Comfortable liquidity situation to support investments in 2019+ Strategy and face the Covid-19 pandemic context.

Primarily driven by solid net cash provided by operating activities and effective working capital management.

Cash generation of 0.4 M€ in 6M21 also includes a 1.0 M€ payment to NCI, as a result of amounts released following the share capital reduction of Novabase Capital I&I venture capital Fund.

Thus, 2.9 M€ of Net Cash refers to Noncontrolling Interests (Vs. 4.3 M€ in FY20).

Net Cash increased YoY impacted by the M&A cash flows, totalling +0.8 M€ (proceeds from the Collab disposal: holdback amount in Q4 2020 and firstyear earn-out in Q2 2021).

Talent

Talent Pool of 1806 employees in 6M21

Average Number of Employees

Next-Gen Value Portfolio (1) Value Portfolio (1)

  • employees in 6M21 (84 in 6M20).
  • (2) Is determined by the formula: number of leaves at the employee's initiative ÷ average number of employees.

Talent pool increased 4% YoY (1742 in 6M20). The breakdown by segment shows a 14% growth in Next-Gen, which already represents 60% of Total, in line with the strategic objectives.

Next-Gen Turnover per employee slightly below 6M20 level, reflecting a shift in mix from subcontracting to talent acquisition.

Annualised attrition rate (2) of Next-Gen is 20.8% in 6M21 (13.2% in 6M20), which we believe to be a correction towards the unusually low figures recorded in 2020, also reflecting the new labour dynamics. (1) Including holding / shared services representing 78

Stock Market

NBA price increased 30% in 6M21, and 34% over the last twelve months

The annual review of the PSI20, in March 2021, determined no changes in the composition of the index, meaning Novabase stays in the main index of the Lisbon stock exchange for the 2nd consecutive year.

Novabase outperformed the reference indexes, PSI20 and EuroStoxx Technology, which increased 3% and 20%, respectively.

Due to the Covid-19 pandemic and high level of uncertainty affecting the business environment, the Board of Directors decided not to propose any shareholder remuneration on the ordinary 2021 GMS, held on May 25. The commitment to distribute 1.5 €/share in 2019-2023 (1) was reaffirmed.

The average price target disclosed by Novabase's analysts is 5.50 €, with unanimous recommendation to buy. The average upside is 32%.

Market Capitalization at the end of 6M21 is 130.6 M€, implying a ttm Price to Sales of 1.04x.

Free Float Velocity (2) represented 33% (39% in 6M20).

  • (1) According to Strategic Update 2019+, from which 0.65 €/share were already paid.
  • (2) Considering a free float of 40% for both periods, calculated according to Euronext criteria.

APMs

Alternative Performance Measures

Net Cash

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.

The caption "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 6M21 and prior period, is analysed in the table on the right.

This APM and all its components contain no estimates or judgments made by Management.

FY20 6M21
Cash
and
cash
equivalents
71
929
,
68
510
,
(1)
Company
Treasury
shares
held
by
the
2
172
,
2
815
,
Bank
borrowings
- Non-Current
(16
200)
,
(13
500)
,
borrowings
- Current
Bank
(6
400)
,
(5
900)
,
Cash
(Euro
thousands)
Net
51
501
,
51
925
,
FY20 6M21
Company
Treasury
shares
held
by
the
676
611
,
676
611
,
Closing
price
@
last
tradable
day
(€)
3
210
4
160
Treasury
shares
held
by
the
Company
(Euro
thousands)
2
172
,
2
815
,

(1) Is 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.

About NOVABASE

NEXT-GEN IT SERVICES COMPANY

Company Information Investors Relations Next Events

Novabase SGPS, S.A. Public Company Euronext code: PTNBA0AM0006 Registered in TRO of Lisbon and Corporate Tax Payer no. 502.280.182 Share Capital: 54,638,425.56 € 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

Roadshows: Kepler Cheuvreux Autumn Conference: September 13-15 ODDO BHF – IBERIAN FORUM: October 6-7 JB Capital Iberian Conference: November 9-10

Trading Update 9M21 November 4 (after market closure)

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Consolidated Statement of Financial Position Consolidated Income Statement as at 30 June 2021 for the period of 6 months ended 30 June 2021

Supplementary income and subsidies 52 572
External supplies and services (20,080) (20,519)
(Provisions) / Provisions reversal 77 1,733
Other operating expenses (215) (213)
(61,471) (59,258)
30.06.21 31.12.20 30.06.21 30.06.20 Var. %
(Thousands of Euros) (Thousands of Euros)
ASSETS CONTINUING OPERATIONS
Tangible assets 1,878 1,963 Sale of goods - -
Intangible assets 11,891 12,063 Cost of goods sold - -
Right-of-use assets 5,345 7,132
Financial investments 12,826 12,824 Gross margin - - -
Deferred income tax assets 7,829 7,947
Other non-current assets 2,025 2,025 Other income
Total Non-Current Assets 41,794 43,954 Services rendered 67,644 63,668
Supplementary income and subsidies 52 572
Inventories 10 10 Other operating income 53 479
Trade debtors and accrued income 44,590 38,880
Other debtors and prepaid expenses 13,735 14,614 67,749 64,719
Derivative financial instruments 20 64
Cash and cash equivalents 68,510 71,929 67,749 64,719
Total Current Assets 126,865 125,497 Other expenses
External supplies and services (20,080) (20,519)
Assets for continuing operations 168,659 169,451 Employee benefit expense (41,187) (40,277)
(Provisions) / Provisions reversal 77 1,733
Assets for discontinued operations 339 342 Net impairm. losses on financ. assets (66) 18
Other operating expenses (215) (213)
Total Assets 168,998 169,793
(61,471) (59,258)
EQUITY
Share capital 54,638 54,638 Gross Net Profit (EBITDA) 6,278 5,461 15.0 %
Treasury shares (1,177) (1,177) Depreciation and amortisation (1,798) (2,174)
Share premium 226 226
Reserves and retained earnings 3,383 (4,124) Operating Profit (EBIT) 4,480 3,287 36.3 %
Net profit 3,277 7,486 Financial results (223) (1,210)
Total Shareholders' Equity 60,347 57,049
Non-controlling interests 9,051 10,047 Net Profit before taxes (EBT) 4,257 2,077 105.0 %
Total Equity 69,398 67,096 Income tax expense (975) (206)
LIABILITIES Net Profit from continuing operations 3,282 1,871 75.4 %
Bank borrowings 13,500 16,200
Lease liabilities 3,742 5,293 DISCONTINUED OPERATIONS
Provisions 5,156 5,233 Net Profit from discont. operations 46 3,202 -98.6 %
Other non-current liabilities 2,099 3,705
Total Non-Current Liabilities 24,497 30,431 Non-controlling interests (51) (254)
Bank borrowings 5,900 6,400 Attributable Net Profit 3,277 4,819 -32.0 %
Lease liabilities 2,794 3,032
Trade payables 3,952 5,621
Other creditors and accruals 37,147 34,745
Derivative financial instruments 73 9
Deferred income 19,634 16,148
Total Current Liabilities 69,500 65,955
Total Liabilities for cont. operations 93,997 96,386
Total Liabilities for discont. operations 5,603 6,311
Total Liabilities 99,600 102,697 Other information :
Turnover 67,644 63,668
Total Equity and Liabilities 168,998 169,793 EBITDA margin 9.3 % 8.6 %
EBT % on Turnover 6.3 % 3.3 %
Net Cash 51,925 51,501 Net profit % on Turnover 4.8 % 7.6 %
Turnover 67,644 63,668 6.2 %
EBT % on Turnover 6.3 % 3.3 %

Novabase S.G.P.S., S.A. Public Company - Euronext code: PTNBA0AM0006 Share Capital 54,638,425.56 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 2021

(Thousands of Euros) Value
Portfolio
Next-Gen NOVABASE
CONTINUING OPERATIONS
Turnover 17,093 50,551 67,644
Gross Net Profit (EBITDA) -
2,149
-
4,129
-
6,278
Depreciation and amortisation -
(1,065)
-
(733)
-
(1,798)
Operating Profit (EBIT) 1,084 3,396 4,480
Financial results -
(163)
-
(60)
-
(223)
Net Profit / (Loss) before Taxes (EBT) 921 3,336 4,257
Income tax expense -
(139)
-
(836)
-
(975)
Net Profit / (Loss) from cont. operations 782
-
2,500 3,282
DISCONTINUED OPERATIONS
Net Profit from discontinued operations 46 - 46
Non-controlling interests (51) - (51)
Attributable Net Profit / (Loss) 777
-
2,500
-
3,277
-
Other information :
EBITDA % on Turnover 12.6% 8.2% 9.3%
EBT % on Turnover 5.4% 6.6% 6.3%
Net profit % on Turnover 4.5% 4.9% 4.8%

ANNEXES TO THE MANAGEMENT REPORT 1st half 2021

I. CORPORATE BODIES

The 2021 General Meeting of Shareholders, held on 25 May, resolved the election of the members of the corporate bodies and of the Remunerations Committee for the term of office 2021/2023, as well as the election of the effective and deputy Statutory Auditor. Therefore, under the terms resolved, the corporate bodies and the Remuneration Committee of Novabase have the following composition for the 2021/2023 triennium:

BOARD OF DIRECTORS

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: José Sancho García Non-Executive member of the Board of Directors: Pedro Miguel Quinteiro Marques de Carvalho 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 business area related with Novabase Capital and for the investors' relations, marketing and communication and information technologies areas): María del Carmen Gil Marín Non-Executive member of the Board of Directors: Rita Wrem Viana Branquinho Lobo Carvalho Rosado

OFFICERS OF THE GENERAL MEETING

Chairman: António Manuel da Rocha e Menezes Cordeiro Secretary: Catarina Maria Marante Granadeiro

AUDIT BOARD

Member: Fátima do Rosário Piteira Patinha Farinha Chairman: Álvaro José Barrigas do Nascimento Deputy: Manuel Saldanha Tavares Festas Member: João Luís Correia Duque

STATUTORY AUDITOR

Effective: KPMG & Associados – S.R.O.C., S.A., represented by Paulo Alexandre Martins Quintas Paixão Deputy: Maria Cristina Santos Ferreira

REMUNERATIONS COMMITTEE

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, which was also held on 25 May, it was resolved to appoint the secretary of Novabase for the 2021/2023 term of office, in accordance with the following terms:

COMPANY'S SECRETARY

Deputy: Carolina Duarte Simões Pereira Barrueca Effective: Marta Isabel dos Reis da Graça Rodrigues do Nascimento

II. LIST OF SHAREHOLDERS WITH QUALIFYING STAKES

(Under the terms of section c) of paragraph 1 of article 9 of the Portuguese Securities Market Commission - CMVM – Regulation no. 5/2008, with the identification of the respective allocation of voting rights in accordance with paragraph 1 of article 20 of the Portuguese Securities Code)

The holdings identified below correspond to the last positions notified to the Company with reference to 30 June 2021 or a previous date.

There are no categories of shares with special rights.

% share capital
and voting
Holders No. shares rights
HNB – S.G.P.S., S.A. (1) 10,810,823 34.43%
Pedro Miguel Quinteiro Marques de Carvalho 2,097,613 6.68%
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%
Holding under the Shareholders Agreement concerning NOVABASE (2) 12,908,439 41.11%
Partbleu, Sociedade Gestora de Participações Sociais, S.A. (3) 3,180,444 10.13%
IBI - Information Business Integration, A.G. (4) 4,430,935 14.11%
Lazard Frères Gestion SAS 1,570,870 5.00%
Walter Rey 748,000 2.38%
Santander Small Caps España, FI (5) 694,649 2.21%
Total 23,533,337 74.94%

(1) 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 shareholders agreement concerning the entirety of the share capital of this company.

(2) The total holding is attributed to José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and Pedro Miguel Quinteiro Marques de Carvalho, under the terms of the Shareholders Agreement concerning Novabase.

(3) When Novabase was notified of this holding, it was informed that this company was indirectly held in 72% by Mr. Miguel Pais do Amaral, and therefore the corresponding voting rights were attributed to him.

(4) When Novabase received communication of this holding, it was informed that (i) José Sancho García is the controlling shareholder of this company, and therefore the corresponding voting rights are attributed to him, and (ii) José Sancho García is also the direct holder of 3,704 Novabase shares representing 0.011% of the voting rights. Thus, the voting rights attributable to Mr. José Sancho García in Novabase are 14.121%.

(5) When Novabase was notified of this holding, it was informed that the fund identified was managed by Santander Asset Management, S.A., S.G.I.I.C..

III. INFORMATION CONCERNING STAKES HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BODIES

(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 2021 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 6.68%
Manuel Saldanha Tavares Festas 74,986 0.24%
María del Carmen Gil Marín 23,001 0.07%
José Sancho García (1) 3,704 0.01%
João Luís Correia Duque 500 0.00%
Luís Paulo Cardoso Salvado (2) 1 0.00%
Álvaro José da Silva Ferreira (2) 1 0.00%
José Afonso Oom Ferreira de Sousa (2) 1 0.00%
Rita Wrem Viana Branquinho Lobo Carvalho Rosado 0 0.00%
Madalena Paz Ferreira Perestrelo de Oliveira 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 Paulo Alexandre Martins Quintas Paixão 0 0.00%
Maria Cristina Santos Ferreira 0 0.00%
Total 2,199,807 7.01%

(1) José Sancho García is the controlling shareholder of IBI - Information Business Integration, A.G., company that held 4,430,935 shares representing 14.11% of Novabase's share capital and respective voting rights at 30 June 2021.

(2) 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 10,810,823 shares representing 34.43% of Novabase's share capital and respective voting rights at 30 June 2021.

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 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.

IV. MANAGEMENT TRANSACTIONS

(Under the terms of article 248-B of the Portuguese Securities Code)

During the period, the following transactions on Novabase's ordinary shares were carried out by the persons falling under the scope article 447 of the Portuguese Companies Code:

Director / closely associated
person
Transaction Date Location No. shares Price per share
(€)
HNB – S.G.P.S., S.A. Acquisition 01/13/2021 Outside regulated
market
650,924 3.300
HNB – S.G.P.S., S.A. Acquisition (1) 05/28/2021 Outside regulated
market
1,025,070 3.715
IBI - Information Business
Integration, A.G.
Acquisition (1) 06/24/2021 Outside regulated
market
341,690 3.715

(1) Following purchase and sale agreements of Novabase shares entered into with Mediaries - Serviços de Consultoria e Gestão, Lda., company held and controlled by the previous Novabase Director João Nuno da Silva Bento, being his spouse - Paulina Cecília Carriço Leite da Cunha Bento - also a controlling associate and manager of the said company.

V. OWN SHARES TRANSACTIONS

(Under the terms of section d) of paragraph 5 of article 66.º of the Portuguese Commercial Companies Code)

At 31 December 2020, Novabase S.G.P.S. held 676,611 own shares, representing 2.15% of its share capital.

During the 1st half of 2021, there were no own shares transactions.

Thus, at 30 June 2021, Novabase S.G.P.S. held 676,611 own shares, representing 2.15% of the share capital and voting rights to which the own shares held would correspond.

During the period, Novabase S.G.P.S. shares always had a nominal value of € 1.74.

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CONDENSED CONSOLIDATED ACCOUNTS 1st half 2021

(Unaudited)

NOVABASE S.G.P.S., S.A.

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INDEX

● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2021 6
Condensed Consolidated Interim Statement of Profit or Loss for the period of 6 months ended 30 June 2021 7
● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2021 8
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2021 9
● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2021
Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2021
10
11
Note 1. General information and activity 11
Note 2. Significant accounting policies 12
Note 3. Critical accounting estimates and judgements 13
Note 4. Segment information 13
Note 5. Companies included in consolidation 15
Note 6. Property, plant and equipment 15
Note 7. Intangible assets 16
Note 8. Deferred tax assets 16
Note 9. Trade and other receivables 17
Note 10. Cash and cash equivalents 17
Note 11. Reserves and retained earnings 18
Note 12. Non-controlling interests 18
Note 13. Borrowings 18
Note 14. Provisions 20
Note 15. Other non-current liabilities 20
Note 16. Trade and other payables 20
Note 17. Deferred income and other current liabilities 20
Note 18. Employee benefit expense 21
Note 19. Other gains/(losses) - net 21
Note 20. Finance income 21
Note 21. Finance costs 21
Note 22. Income tax expense 22
Note 23. Earnings per share 22
Note 24. Related parties 22
Note 25. Discontinued operations 23
Note 26. Fair value measurement of financial instruments 25
Note 27. Contingencies 27
Note 28. Events after the reporting period 27
Note 29. Note added for translation 27
Securities held by Corporate Bodies 29
Securities issued by the Company and Companies in a control or group relationship with Novabase S.G.P.S., held by members 31
of the corporate bodies of Novabase S.G.P.S.

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 2020 and any public announcements made by NOVABASE during the interim reporting period.

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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2021

Condensed Consolidated Interim Statement of Financial Position as at 30 June 2021

(Amounts expressed in thousands of Euros)
Note 30.06.21 31.12.20
Assets
Non-Current Assets
Property, plant and equipment 6 7,223 9,095
Intangible assets 7 11,891 12,063
Investments in associates 193 223
Financial assets at fair value through profit or loss
Deferred tax assets
26
8
12,633
7,829
12,601
7,947
Other non-current assets 2,025 2,025
Total Non-Current Assets 41,794 43,954
Current Assets
Inventories 10 10
Trade and other receivables
Accrued income
9 44,690
4,349
42,660
3,556
Income tax receivable 2,600 2,988
Derivative financial instruments 26 20 64
Other current assets 6,686 4,290
Cash and cash equivalents 10 68,510 71,929
Total Current Assets 126,865 125,497
Assets from discontinued operations 25 339 342
Total Assets 168,998 169,793
Equity
Share capital 54,638 54,638
Treasury shares (1,177) (1,177)
Share premium 226 226
Reserves and retained earnings 11 3,383 (4,124)
Profit for the period 3,277 7,486
Total Equity attributable to owners of the parent 60,347 57,049
Non-controlling interests 12 9,051 10,047
Total Equity 69,398 67,096
Liabilities
Non-Current Liabilities
Borrowings 13 17,242 21,493
Provisions 14 5,156 5,233
Other non-current liabilities 15 2,099 3,705
Total Non-Current Liabilities 24,497 30,431
Current Liabilities
Borrowings 13 8,694 9,432
Trade and other payables 16 41,017 40,313
Income tax payable 82 53
Derivative financial instruments 26 73 9
Deferred income and other current liabilities 17 19,634 16,148
Total Current Liabilities 69,500 65,955
Liabilities from discontinued operations 25 5,603 6,311
Total Liabilities 99,600 102,697
Total Equity and Liabilities 168,998 169,793

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Profit or Loss for the period of 6 months ended 30 June 2021

(Amounts expressed in thousands of Euros)
6 M *
Note 30.06.21 30.06.20
Continuing operations
Services rendered 4 67,644 63,668
External supplies and services (20,080) (20,519)
Employee benefit expense 18 (41,187) (40,277)
Net impairment losses on trade and other receivables 9 (66) 18
Other gains/(losses) - net 19 (33) 2,571
Depreciation and amortisation (1,798) (2,174)
Operating Profit 4,480 3,287
Finance income 20 366 650
Finance costs 21 (559) (1,831)
Share of loss of associates (30) (29)
Earnings Before Taxes (EBT) 4,257 2,077
Income tax expense 22 (975) (206)
Profit from continuing operations 3,282 1,871
Discontinued operations
Profit from discontinued operations 25 46 3,202
Profit for the period 3,328 5,073
Profit attributable to:
Owners of the parent 3,277 4,819
Non-controlling interests 51 254
3,328 5,073
Earnings per share from continuing and discontinued operations
attributable to owners of the parent (Euros per share)
Basic earnings per share
From continuing operations 23 0.11 Euros 0.05 Euros
From discontinued operations 23 Zero Euros 0.10 Euros
From profit for the period 23 0.11 Euros 0.16 Euros
Diluted earnings per share
From continuing operations 23 0.10 Euros 0.05 Euros
From discontinued operations
From profit for the period
23
23
Zero Euros 0.10 Euros
0.11 Euros 0.16 Euros
6 M * - period of 6 months ended
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2021

(Amounts expressed in thousands of Euros)
6 M *
Note 30.06.21 30.06.20
Profit for the period 3,328 5,073
Other comprehensive income for the period
Items that may be reclassified to profit or loss
Exchange differences on foreign operations, net of tax (2) 592
Other comprehensive income for the period (2) 592
Total comprehensive income for the period 3,326 5,665
Total comprehensive income attributable to:
Owners of the parent 3,263 5,124
Non-controlling interests 63 541
3,326 5,665

6 M * - period of 6 months ended

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2021

(Amounts expressed in thousands of Euros)

Attributable to owners of the parent
Note Share
capital
Treasury
shares
Share
premium
Legal
reserves
Stock
options
reserves
Exchange dif. Reserves
operations
on foreign and retained -controlling
earnings
Non
interests
Total
Equity
Balance at 1 January 2020 54,638 (655) 226 3,140 7 (4,521) 16,456 18,329 87,620
Profit for the period - - - - - - 4,819 254 5,073
Other comprehensive income for the period - - - - - 305 - 287 592
Total comprehensive income for the period - - - - - 305 4,819 541 5,665
Transactions with owners
Treasury shares movements - (408) - - - - (265) - (673)
Share-based payments - - - - 12 - - - 12
Change in consolidation perimeter - - - - - - - (672) (672)
Transactions with owners - (408) - - 12 - (265) (672) (1,333)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - 145 (18,433) (9,162) (27,450)
Balance at 30 June 2020 54,638 (1,063) 226 3,140 19 (4,071) 2,577 9,036 64,502
Balance at 1 January 2021 54,638 (1,177) 226 3,140 41 (4,914) 5,095 10,047 67,096
Profit for the period - - - - - - 3,277 51 3,328
Other comprehensive income for the period 11, 12 - - - - - (14) - 12 (2)
Total comprehensive income for the period - - - - - (14) 3,277 63 3,326
Transactions with owners
Share-based payments 11 - - - - 16 - - - 16
Transactions with owners - - - - 16 - - - 16
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests 11, 12 - - - - - - 19 (1,059) (1,040)
Balance at 30 June 2021 54,638 (1,177) 226 3,140 57 (4,928) 8,391 9,051 69,398

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2021

(Amounts expressed in thousands of Euros)
6 M *
Note 30.06.21 30.06.20
Cash flows from operating activities
Net cash from operating activities 2,390 2,934
Cash flows from investing activities
Proceeds:
Sale of subsidiaries (i) 25 46 42,082
Sale of associates and other participated companies
Disposal of debt securities
4
-
4
3,026
Sale of property, plant and equipment 8 64
Interest received 1 66
Dividends received 20 90 43
149 45,285
Payments:
Acquisition of subsidiaries
Acquisition of property, plant and equipment
25 -
(280)
(3,456)
(431)
Acquisition of intangible assets (2) (59)
(282) (3,946)
Net cash from / (used in) investing activities (133) 41,339
Cash flows from financing activities
Proceeds:
Proceeds from borrowings
13 (a) - 10,250
- 10,250
Payments:
Repayment of borrowings 13 (a) (3,200) (2,938)
Transactions with non-controlling interests 11 (1,040) (20,000)
Payment of lease liabilities
Interest paid
13 (a) (1,269)
(410)
(2,000)
(590)
Purchase of treasury shares - (673)
(5,919) (26,201)
Net cash used in financing activities (5,919) (15,951)
Cash and cash equivalents at 1 January 10 71,948 48,782
Net increase (decrease) of cash and cash equivalents (3,662) 28,322
Effects of change in consolidation perimeter (i) 25 - (1,857)
Effect of exchange rate changes on cash and cash equivalents 250 (238)
Cash and cash equivalents at 30 June 10 68,536 75,009

6 M * - period of 6 months ended

(i) The amount presented in the condensed consolidated interim statement of cash flows for the 6 months of 2020 (under 'Sale of subsidiaries, net of cash disposed of' caption) has been disaggregated in these condensed financial statements, in order to distinguish between the consideration received from the sale of subsidiaries and the effect on the Group's cash and cash equivalents of such disposals (see note 25).

For cash flows of discontinued operations see note 25.

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2021

1. General information and activity

Novabase, Sociedade Gestora de Participações Sociais, S.A. - Public Company, 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 2020 Annual Report (see also note 5).

Novabase's activity is aggregated into 2 operating segments:

(i) Next-Gen (NG) - This area, which operates under the Celfocus commercial brand according to Novabase's new 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..

Novabase is listed on the Euronext Lisbon.

The share capital is represented by 31,401,394 shares (31.12.20: 31,401,394 shares), with all shares having a nominal value of 1.74 Euros each during all the period. At 30 June 2021, Novabase held 676,611 own shares representing 2.15% of its share capital, with no own shares transactions occurred in the semester.

The 2021 General Meeting of Shareholders held on 25 May appointed new corporate bodies for the 2021/2023 triennium. It should be noted that the executive team is now comprised of Luís Paulo Salvado and Álvaro Ferreira as directors with delegated powers, and María Gil Marín as director with special responsibilities.

These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on 28 September 2021.

Following a 2020 marked by the success on the execution of some M&A operations relevant to the Group's strategy, namely the acquisition of the remaining stake in Celfocus – the core asset of Novabase's 2019+ Strategy of becoming a "Next-Gen IT Services Company", the adjustment to the consideration on the sale of GTE Business and the disposal of the subsidiary Collab, the 1st half of 2021 was characterised by intense operational activity and strong performance of the businesses, and no changes occurred in the composition of the Group or the reportable segments nor were recorded operations or items considered unusual:

• Next-Gen started the year with great momentum, grewing at double-digits, +11% compared to the same period of last year, a fully organic growth and mainly driven by international operations (+13%). In the target geographies – Europe and Middle East – Next-Gen grew 16%, rising the non-domestic business to almost 2/3 of its Turnover. Next-Gen's profitability also improved, with the EBITDA margin increasing 160 basis points YoY, to 8.2%;

• Value Portfolio had an upward trajectory, growing its Turnover in the two quarters of 2021 at a rhythm of 4% per quarter, but not yet reaching the 1H2020 figures. This growth suggests a recovery trend, after some Covid-effects observed, especially during the second half of 2020, in the Spanish market of IT Staffing. Value Portfolio presented an EBITDA margin of 12.6%, a resilient performance despite the YoY decline.

As in most of the year 2020, the 1st half of 2021 continued to be marked by the Covid-19 pandemic. Portugal witnessed the worsening of the pandemic crisis at the beginning of the first quarter of the year, with a new wave of infections and a new general confinement being imposed. In Europe, lockdowns were intermittent. As of the middle of the second quarter, the pandemic situation started to improve, with the consequent lifting of some restrictive measures in Portugal and throughout Europe. The impacts on the Group arising from the pandemic can be summarised as follows:

• Operating - There was no material impact on the direct operating conditions during the first-half of 2021, since Novabase's teams have been working remotely since the beginning of the pandemic. The Nearshore Agile delivery model enabled customer operations to continue seamlessly and smoothly. The Group's Pandemic Task Force continued to support the operations, while taking all necessary health measures to protect the entire community;

• Financial - No relevant negative impacts were observed either. Contrariwise, and as mentioned before, Next-Gen performed well and is on a strong operational course, benefitting from a focus on resilient sectors and larger-sized customers. Value Portfolio showed a recovery trend, and is well positioned for continued growth and to generate further value to fund Next-Gen strategy, as economies gradually open;

• Strategy - Impacts include delays in the foreseen M&A initiatives and in winning new clients of size, above all in Europe, due to travel restrictions.

Covid-19 pandemic is currently still spreading globally, with Delta variant becoming dominant and many countries experiencing the fourth wave of the pandemic, so the economic landscape remains complex and with a high-level of uncertainty. However, considering the events that have taken place so far, it is not expected that the effects of the pandemic could jeopardize the Novabase's strategic objectives nor the continuity of its operations. The Group will continue monitoring the pandemic's evolution and giving priority to the implementation of all measures considered adequate to mitigate the impacts of this adverse context, in line with the recommendations of the authorities and on all stakeholders' best interest.

2. Significant accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2020, as described in those financial statements, except for the adoption of new standards, amendments and interpretations, effective as of 1 January 2021 (see note 2.2.). The accounting standards, amendments and interpretations recently issued, but which have not yet come into force, can also be analysed in note 2.2.

As mentioned in note 3 - Financial risk management policy in the consolidated financial statements of the 2020 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 2021, and despite the Covid-19 pandemic context, there were no material changes that could significantly change the assessment of the risks to which the Group is exposed to.

2.1. Basis of preparation

The condensed consolidated interim financial statements for the period of six months ended 30 June 2021 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 2020, 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 2020 Annual Report are omitted because no changes occurred, or they are not materially relevant for an understanding of the interim financial statements. Similarly, some information required by IAS 34 was moved to the back of the notes because it was considered not to be immediately relevant for an understanding of the major changes during the interim period, namely the information about the valuation of financial instruments.

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.

These 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

New standards, amendments to existing standards and interpretations that became effective as of 1 January 2021

A number of amended standards became applicable for the current reporting period:

Standard, amendment or interpretation Description Issued in: Mandatory
application
on or after:
Amendments to IFRS 4 – 'Insurance contracts -
Extension of the temporary exemption from applying
IFRS 9'
These amendments aim to address the temporary
accounting consequences of the different effective dates
of IFRS 9 and the new standard for insurance contracts
replacing IFRS 4 (IFRS 17). These amendments change
the fixed date of the temporary exemption in IFRS 4 from
applying IFRS 9 - 'Financial Instruments' until 1 January
2023.
25/Jun/20 1/Jan/21
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4
and IFRS 16 – 'Interest rate benchmark reform -
phase 2'
These amendments address issues that arise during the
reform of an interest rate benchmark, including the
replacement of one benchmark with an alternative one.
27/Aug/20 1/Jan/21
Amendment to IFRS 16 – 'Leases - Covid-19-related
rent concessions beyond 30 June 2021'
The March 2021 amendment extends the applicable
period of the practical expedient provided for in IFRS 16 –
'Leases - Covid-19-related rent concessions' from 30 June
2021 to 30 June 2022.
31/Mar/21 1/Apr/21 (1)

(1) Pending endorsement by the European Union.

Except for the amendments to IFRS 4, which affect only insurance companies and therefore had no impact on the Group's financial statements, none of the amended standards applied by the Group for the first time in this period had a significant impact on the financial statements, nor retrospective adjustments were made as a result of its adoption.

New standards, amendments to existing standards and interpretations issued in 2021, still subject to endorsement by the EU

In addition to new standards, interpretations and amended standards published until 31 December 2020, not yet effective in this reporting period and which the Group decided not to early adopt, as described in the 2020 annual financial statements, a number of amendments to existing standards were issued before 30 June 2021 with an effective date beginning on or after 1 July 2021 as set out below:

Standard, amendment or interpretation Description Issued in: Mandatory
application
on or after:
1/Jan/23
Amendment to IAS 1 – 'Presentation of financial
statements - 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
Amendment to IAS 8 – 'Accounting policies,
changes in accounting estimates and errors -
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 – 'Income taxes - 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

The Management is currently evaluating the impact of adopting these amendments to existing standards, and so far does not expect a significant impact on the Group's consolidated financial statements.

3. Critical accounting estimates and judgements

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.

In preparing these condensed consolidated interim financial statements, the significant estimates and judgments made are the same as those applied to the consolidated financial statements for the year ended 31 December 2020, considering the below mentioned about the Covid-19 pandemic.

Considering the mentioned in note 1 - General information and activity above, and the information disclosed in note 4 - Critical accounting estimates and judgements in the consolidated financial statements of the 2020 Annual Report, the Group does not anticipate, at this date, changes in the most relevant estimates, namely in what concerns to goodwill impairment, fair value of financial instruments, impairment of financial assets and provisions.

4. Segment information

_________

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.

Novabase's activity does not have, on a biannual basis, any significant seasonality.

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 perimeter1 and the elimination of transactions between companies of the same segment. All inter-segment revenues correspond to market prices.

1 The companies considered in each operating segment are presented in note 6 in the consolidated financial statements of the 2020 Annual Report. For the purposes of segment reporting, Novabase S.G.P.S., S.A. and Novabase Serviços, S.A. (companies including the Group's top management and shared services, respectively) are considered to be an integral part of the Value Portfolio segment.

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 2020
Total segment revenues1 23,089 46,208 69,297
Sales and services rendered - inter-segment 4,988 641 5,629
Sales and services rendered - external customers 18,101 45,567 63,668
Operating Profit 1,184 2,103 3,287
Finance results (752) (429) (1,181)
Share of loss of associates (29) - (29)
Income tax expense - (206) (206)
Profit from continuing operations 403 1,468 1,871
Profit from discontinued operations (note 25) 3,202 - 3,202
Other information:
Depreciation and amortisation (1,283) (891) (2,174)
(Provisions) / Provisions reversal 88 1,645 1,733
Net impairment losses on trade and other receivables 27 (9) 18
Value
Portfolio Next-Gen Novabase
1st half of 2021
Total segment revenues1 22,469 50,686 73,155
Sales and services rendered - inter-segment 5,376 135 5,511
Sales and services rendered - external customers 17,093 50,551 67,644
Operating Profit 1,084 3,396 4,480
Finance results (133) (60) (193)
Share of loss of associates (30) - (30)
Income tax expense (139) (836) (975)
Profit from continuing operations 782 2,500 3,282
Profit from discontinued operations (note 25) 46 - 46
Other information:
Depreciation and amortisation (1,065) (733) (1,798)
(Provisions) / Provisions reversal 77 - 77
Net impairment losses on trade and other receivables 27 (93) (66)

1 Net of intra-segment revenues (in the 1st half of 2020: EUR 8,406 thousand, of which EUR 3,761 thousand in Value Portfolio and EUR 4,645 thousand in Next-Gen, and in the 1st half of 2021: EUR 7,994 thousand, of which EUR 2,510 thousand in Value Portfolio and EUR 5,484 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 %
100.0%
43.7%
49.6%
763 3,451 4,214 6.6%
Total %
100.0%
10,271 18,202 28,473 42.1%
6,283 29,036 35,319 52.2%
18,101
10,828
6,510
Value
Portfolio
17,093
45,567
17,016
25,100
Next-Gen
50,551
63,668
27,844
31,610
Novabase
67,644

5. Companies included in consolidation

In the 1st half of 2021, no entries nor exits from the consolidation perimeter occurred, thus the composition of the Group remains unchanged compared to that disclosed in note 6 in the 2020 annual financial statements. Worthy of note during this period is the 0.2% increase (to 51.8%) of the Group's interest in the subsidiary FCR NB Capital Inovação e Internacionalização, in the Value Portfolio segment, following a return of share capital of the referred Fund to its Participants (see notes 11 and 12).

6. Property, plant and equipment

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 2021, was as follows:

Buildings and Basic Transport Furniture, fit. Other tangible
other constr. equipment equipment and equip. assets Total
Cost
Accumulated depreciation
28,660
(21,699)
7,442
(6,111)
1,864
(1,297)
1,731
(1,496)
12
(11)
39,709
(30,614)
Net book value at 31 December 2020 6,961 1,331 567 235 1 9,095
1st half of 2021
Net book value at 1 January
Acquisitions / increases
6,961
-
1,331
280
567
209
235
-
1
-
9,095
489
Write-offs / disposals
Depreciation
(688)
(1,152)
(8)
(285)
(41)
(159)
-
(28)
-
-
(737)
(1,624)
Net book value at the end of the period 5,121 1,318 576 207 1 7,223
Cost
Accumulated depreciation
27,592
(22,471)
7,671
(6,353)
1,632
(1,056)
1,732
(1,525)
12
(11)
38,639
(31,416)
Net book value at 30 June 2021 5,121 1,318 576 207 1 7,223

Acquisitions of property, plant and equipment refer to 'Basic equipment' for the operations, mainly comprised of laptops, and right-of-use assets of 'Transport equipment' (see detail below).

The amount of depreciation recognised in profit or loss and included in 'Depreciation and amortisation' amounts to EUR 1,624 thousand (30.06.20: EUR 1,976 thousand). No amounts were included in 'Profit from discontinued operations' for both periods.

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
25,343
(18,778)
1,814
(1,247)
27,157
(20,025)
Net book value at 31 December 2020 6,565 567 7,132
1st half of 2021
Net book value at 1 January
Acquisitions / increases
Write-offs
Depreciation
6,565
-
(688)
(1,108)
567
209
(41)
(159)
7,132
209
(729)
(1,267)
Net book value at the end of the period 4,769 576 5,345
Cost
Accumulated depreciation
24,274
(19,505)
1,580
(1,004)
25,854
(20,509)
Net book value at 30 June 2021 4,769 576 5,345

Acquisitions and write-offs of right-of-use assets of 'Transport equipment' are part of the usual renewal of the Group's fleet. Write-offs of rights-ofuse assets of 'Buildings and other constructions' refer to the repeal without penalties of an office and parking lease agreement with an original term in 2024.

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 13.

7. Intangible assets

The movement in the net book value of intangible assets, during the 1st half of 2021, was as follows:

Intern. gener. Ind. prop. and
intang. assets other rights
Work in
progress
Goodwill Total
Cost
Accumulated amortisation
10,549
(10,325)
9,882
(9,738)
194
-
11,501
-
32,126
(20,063)
Net book value at 31 December 2020 224 144 194 11,501 12,063
1st half of 2021
Net book value at 1 January
Acquisitions / increases
Amortisation
224
-
(78)
144
2
(96)
194
-
-
11,501
-
-
12,063
2
(174)
Net book value at the end of the period 146 50 194 11,501 11,891
Cost
Accumulated amortisation
10,549
(10,403)
9,884
(9,834)
194
-
11,501
-
32,128
(20,237)
Net book value at 30 June 2021 146 50 194 11,501 11,891

The amount of amortisation recognised in profit or loss and included in 'Depreciation and amortisation' is EUR 174 thousand (30.06.20: EUR 198 thousand), and included in 'Profit from discontinued operations' is EUR zero thousand (30.06.20: EUR 51 thousand).

8. Deferred tax assets

The movement in deferred tax assets was as follows:

30.06.21 31.12.20
Balance at 1 January 7,947 9,585
Profit or loss charge (118) (458)
Change in consolidation perimeter (note 25) - (1,180)
Balance at the end of the period 7,829 7,947

The amount recognised in profit or loss and included in 'Income tax expense' is EUR -118 thousand (30.06.20: EUR 664 thousand), and included in 'Profit from discontinued operations' is EUR zero thousand (30.06.20: EUR -7 thousand).

For Novabase Group, the movement in deferred tax assets during the period without considering the offsetting of balances within the same tax jurisdiction is as follows:

Tax Losses / Tax Provisions /
Other Incentives Adjustments Total
Balance at 1 January 2020 (4) 8,068 1,521 9,585
Profit or loss charge 4 44 (506) (458)
Change in consolidation perimeter - (1,059) (121) (1,180)
Balance at 31 December 2020 - 7,053 894 7,947
Profit or loss charge - (304) 186 (118)
Balance at 30 June 2021 - 6,749 1,080 7,829

9. Trade and other receivables

30.06.21 31.12.20
Trade receivables
Impairment allowance for trade receivables
41,193
(952)
36,200
(876)
40,241 35,324
Financial holdings disposal 215 215
Capital subscribers of FCR Novabase Capital +Inovação 1,898 1,898
Value added tax 1,540 3,990
Receivables from financed projects 1,401 1,491
Prepayments to suppliers 117 156
Employees 13 6
Other receivables 365 684
Impairment allowance for other receivables (1,100) (1,104)
4,449 7,336
44,690 42,660

Movements in impairment allowances for trade and other receivables are analysed as follows:

Trade receivables
Other receivables
Total
30.06.21 31.12.20 30.06.21 31.12.20 30.06.21 31.12.20
Balance at 1 January 876 1,154 1,104 1,061 1,980 2,215
Impairment 178 146 - 51 178 197
Impairment reversal (108) (125) (4) (8) (112) (133)
Exchange differences 6 (64) - - 6 (64)
Write-offs - (206) - - - (206)
Change in consolidation perimeter - (29) - - - (29)
Balance at the end of the period 952 876 1,100 1,104 2,052 1,980

Impairment and impairment reversal for trade and other receivables recognised in profit or loss and included in 'Net impairment losses on trade and other receivables' is EUR -66 thousand (30.06.20: EUR 18 thousand), and included in 'Profit from discontinued operations' is EUR zero thousand (30.06.20: EUR 8 thousand).

10. Cash and cash equivalents

With reference to the statement of cash flows, the detail and description of cash and cash equivalents is analysed as follows:

30.06.21 31.12.20
- Cash 14 28
- Short-term bank deposits 68,522 71,920
Cash and cash equivalents at the end of period 68,536 71,948
- Impairment allowance for short-term bank deposits (26) (19)
Cash and cash equivalents 68,510 71,929
Movements in impairment allowance for short-term bank deposits are analysed as follows:
30.06.21 31.12.20
Balance at 1 January 19 27
Impairment (note 21) 18 5
Impairment reversal (note 20) (11) (13)
Balance at the end of the period 26 19

The impairment allowance for short-term bank deposits recognised in 'Finance costs' is EUR 18 thousand (30.06.20: EUR 52 thousand) and the impairment reversal recognised in 'Finance income' is EUR -11 thousand (30.06.20: EUR -19 thousand). No amounts were included in 'Profit from discontinued operations' for both periods.

11. Reserves and retained earnings

Movements in 'Reserves and retained earnings' are analysed as follows:

30.06.21 31.12.20
Balance at 1 January (4,124) (5,318)
Profit for the previous year 7,486 20,400
Exchange differences on foreign operations (14) (538)
Purchase and sale of treasury shares - (368)
Share-based payments 16 34
Transactions with non-controlling interests 19 (18,334)
Balance at the end of the period 3,383 (4,124)

In 2021 and 2020, no amounts were distributed to shareholders.

In the 1st half of 2021, the Group performed a transaction with non-controlling interests (NCI) with the following impact:

30.06.21
Payment
to
NCI
(Decrease)
/ increase
of NCI
Impact on
Equity attrib.
to owners
of the parent
(i) Increase of interest in FCR NB Capital Inovação e Internacionalização 1,040 (1,059) 19
1,040 (1,059) 19

(i) Following a FCR NB Capital Inovação e Internacionalização share capital return to its Participants (distribution of excess cash), the Group increased its interest in the referred Fund by 0.2% (see notes 5 and 12). The correspondent payment to NCI is included in the 'Transactions with non-controlling interest' heading, in Cash flows from financing activities of the Condensed Consolidated Interim Statement of Cash Flows.

12. Non-controlling interests

30.06.21 31.12.20
Balance at 1 January 10,047 18,329
Transactions with non-controlling interests (notes 5 and 11) (1,059) (9,010)
Exchange differences on foreign operations 12 560
Profit attributable to non-controlling interests 51 840
Change in consolidation perimeter - (672)
Balance at the end of the period 9,051 10,047
13. Borrowings
30.06.21 31.12.20
Non-current
Bank borrowings 13,500 16,200
Lease liabilities 3,742 5,293
17,242 21,493
Current
Bank borrowings 5,900 6,400
Lease liabilities 2,794 3,032
8,694 9,432
Total borrowings 25,936 30,925

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 3,200 3,200 6,800 9,400 - 22,600
Lease liabilities 1,452 1,580 2,511 2,782 - 8,325
At 31 December 2020 4,652 4,780 9,311 12,182 - 30,925
Bank borrowings 3,200 2,700 6,200 7,300 - 19,400
Lease liabilities 1,578 1,216 2,169 1,573 - 6,536
At 30 June 2021 4,778 3,916 8,369 8,873 - 25,936

The weighted average effective interest rate of bank borrowings at the reporting date is 1.473% (31.12.20: 1.485%). Lease liabilities are presented after discounting the future finance charges, which amounts to EUR 457 thousand at 30 June 2021 (31.12.20: EUR 606 thousand). The weighted average incremental borrowing rate used when determining the present value of future lease payments is 2.489% (31.12.20: 2.484%).

During the 1st half of 2021, loan repayments with banking institutions amounted to EUR 3.2M€ (30.06.20: 2.9M€). No new loans were contracted in the period, nor were renegotiated the conditions or covenants in relation to the loans existing on 31 December 2020.

At 30 June 2021, the Group was complying with all contractual covenants, including the solvability ratio greater than 40% from BPI, which was not being complied with on 31 December 2020, but for which a waiver had been received regarding its applicability in 2020.

Movements in lease liabilities are as follows:

30.06.21 31.12.20
Balance at 1 January 8,325 11,568
Increases 209 1,598
Termination of lease contracts (729) (1,056)
Interest expense (note 21) 166 491
Lease payments (1,435) (4,276)
Balance at the end of the period 6,536 8,325

Note 6 provides information on the right-of-use assets of the Group related to these lease liabilities.

(a) Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

30.06.21 31.12.20
Cash and cash equivalents (amount before impairment losses) 68,536 71,948
Borrowings - repayable within one year (including overdrafts) (8,694) (9,432)
Borrowings - repayable after one year (17,242) (21,493)
Net debt 42,600 41,023
Cash
and cash
equivalents
due within
1 year
Bank borrow. Bank borrow.
due after
1 year
Lease
liabilities
due within
1 year
Lease
liabilities
due after
1 year
Net
debt
At 1 January 2020 48,782 (5,194) (13,600) (3,887) (7,681) 18,420
Cash flows
Acquisitions - lease liabilities
Effect of exchange rate changes
Change in consolidation perimeter
Other non-cash movements
25,234
-
(211)
(1,857)
-
6,194
-
-
-
(7,400)
(10,000)
-
-
-
7,400
3,785
-
-
-
(2,930)
-
(1,598)
-
-
3,986
25,213
(1,598)
(211)
(1,857)
1,056
At 31 December 2020 71,948 (6,400) (16,200) (3,032) (5,293) 41,023
Cash flows
Acquisitions - lease liabilities
Effect of exchange rate changes
Other non-cash movements
(3,662)
-
250
-
3,200
-
-
(2,700)
-
-
-
2,700
1,269
-
-
(1,031)
-
(209)
-
1,760
807
(209)
250
729
At 30 June 2021 68,536 (5,900) (13,500) (2,794) (3,742) 42,600

14. Provisions

Movements in provisions for other risks and charges are analysed as follows:

30.06.21 31.12.20
Balance at 1 January 5,233 8,623
Additional provisions (note 19) - 475
Reversals / charge-off (note 19) (77) (3,692)
Change in consolidation perimeter (note 25) - (173)
Balance at the end of the period 5,156 5,233

The amount of provisions for other risks and charges recognised in profit or loss and included in 'Other gains/(losses) - net' is EUR -77 thousand (30.06.20: EUR -1,733 thousand). It is recalled that the comparative figure referred to the use of provisions for the reorganisation of the management provided for in the 2019+ Strategy, with the majority of the related costs being recognised in 'Employee benefit expense' heading of the same period.

15. Other non-current liabilities

30.06.21 31.12.20
(*) Acquisition of financial holdings
Research and development grants
1,682
417
3,165
540
2,099 3,705

(*) 'Acquisition of financial holdings' caption decreased EUR 1,483 thousand in the 1st half of 2021, against an increase of the caption under the same designation in 'Trade and other payables' (see note 16), reflecting the classification as current - meaning, with a maturity of up to 12 months at the reporting date - of part of the consideration for the acquisition of Celfocus S.A..

16. Trade and other payables

30.06.21 31.12.20
Trade payables 3,952 5,621
Remunerations, holiday and holiday and Christmas allowances 11,604 7,842
Bonus 8,184 11,546
Acquisition of financial holdings (note 15) 6,198 4,715
Ongoing projects 4,960 2,463
Value added tax 1,473 2,542
Social security contributions 1,304 2,090
Income tax withholding 1,272 1,389
Employees 106 82
Amount to be paid to non-controlling interests 1 1
Prepayments from trade receivables 2 2
Other accrued expenses 1,757 1,869
Other payables 204 151
41,017 40,313

17. Deferred income and other current liabilities

30.06.21 31.12.20
Consulting projects 19,322 15,884
Research and development grants 312 242
Training grants - 22
19,634 16,148

18. Employee benefit expense

30.06.21 30.06.20
Key management personnel compensation (note 24 i) 1,542 1,955
Wages and salaries of the employees 31,731 29,478
Employees social security contributions 6,055 5,723
Stock options granted (note 24 i) 16 47
Other employee expenses 1,843 3,074
41,187 40,277

The year-on-year increase of 'Employee benefit expense', of approximately EUR 2.6 Million excluding the costs related with the execution of management overhaul provided for in the 2019+ Strategy recorded in the six months of 2020 (see note 14), is justified by Novabase's investment on Talent acquisition and is in line with the Turnover growth.

19. Other gains/(losses) - net

30.06.21 30.06.20
Provisions for other risks and charges (note 14) 77 1,733
(*) Other operating income and expense (110) 838
(33) 2,571

(*) The decrease of 'Other operating income and expense', in year-on-year terms, is mainly explained by: (i) in the 1st half of 2020, a higher level of supplementary income was recognised, related to back-office services which continued to be provided in the subsidiaries sold Novabase Digital, S.A. and Collab (note 25); and (ii) also in the 1st half of 2020, a non-recurring gain was booked, in the amount of EUR 409 thousand, regarding the outcome of an old judicial process.

20. Finance income

30.06.21 30.06.20
Interest received 5 101
Foreign exchange gains 234 349
Fair value of financial assets adjustment (note 26) 26 -
(*) Dividends of financial assets 90 43
Reversal of impairment losses on bank balances (note 10) 11 19
Reversal of impairment losses on debt securities - 138
366 650

(*) Investment in Globaleda, S.A..

21. Finance costs

30.06.21 30.06.20
Interest expenses
- Borrowings (164) (223)
- Lease liabilities (note 13) (166) (251)
- Other interest - (1)
Bank guarantees charges (24) (16)
Bank services and commissions (42) (69)
Foreign exchange losses (136) (1,202)
Fair value of financial assets adjustment (note 26) (9) -
Impairment losses on bank balances (note 10) (18) (52)
Other financial losses - (17)
(559) (1,831)

The decrease of 'Finance costs' heading, in year-on-year terms, was fundamentally driven by lower foreign exchange losses recognised in this period on foreign operations, as a result of the decrease of the exposure to economies with greater volatility that the Group has been operating.

22. Income tax expense

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:

30.06.21 30.06.20
Earnings before taxes 4,257 2,077
Income tax expense at nominal rate (21% in 2021 and 2020) 894 436
Recognition of tax on the events of previous years 151 -
Dividends (19) (9)
Associates' results reported net of tax 6 6
Autonomous taxation 142 172
Results in companies where no deferred tax is recognised 29 179
Expenses not deductible for tax purposes (99) (704)
Differential tax rate on companies located abroad 19 (32)
Research & Development tax benefit (350) 11
Municipal Surcharge and State Surcharge 149 117
Impairment of Special Payment on Account, tax losses and withholding taxes 53 30
Income tax expense 975 206
Effective tax rate 22.9% 9.9%

23. Earnings per share

30.06.21 30.06.20
Weighted average number of ordinary shares in issue 30,724,783 30,890,446
Stock options adjustment 91,539 150,466
Adjusted weighted average number of ordinary shares in issue 30,816,322 31,040,912
Profit attributable to owners of the parent 3,277 4,819
Basic earnings per share (Euros per share) 0.11 Euros 0.16 Euros
Diluted earnings per share (Euros per share) 0.11 Euros 0.16 Euros
Profit from continuing operations attributable to owners of the parent 3,231 1,617
Basic earnings per share (Euros per share) 0.11 Euros 0.05 Euros
Diluted earnings per share (Euros per share) 0.10 Euros 0.05 Euros
Profit from discontinued operations attributable to owners of the parent 46 3,202
Basic earnings per share (Euros per share) - 0.10 Euros
Diluted earnings per share (Euros per share) - 0.10 Euros

24. Related parties

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.

i) Key management personnel compensation

Remuneration assigned to the Board of Directors and other key management personnel, during the periods ended 30 June 2021 and 2020, are as follows:

30.06.21 30.06.20
Short-term employee benefits 1,217 810
Other long-term benefits 325 1,145
Stock options granted 16 47
1,558 2,002

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 2,019 thousand (31.12.20: EUR 2,104 thousand).

In addition, there are current receivable balances outstanding with key management personnel in the net amount of EUR 6 thousand at 30 June 2021 (31.12.20: EUR 10 thousand payable balances).

ii) Balances and transactions with related parties

Balances and transactions with related parties are as follows:

Trade and
other receivables
Trade and
other payables
30.06.21 31.12.20 30.06.21 31.12.20
Associates 47 47 - -
Other participated companies 1 40 - -
48 87 - -
Impairment allowances for trade and other receivables - -
48 87
Services rendered Interest received
30.06.21 30.06.20 30.06.21 30.06.20
Associates 91 91 - -
Other participated companies 30 70 3 -
121 161 3 -

iii) Other balances with related parties

Non-current
30.06.21 31.12.20
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. 248 248
Loan to Glarevision, S.A. 180 180
Loan to Probe.ly, Lda. 75 75
Loan to Habit Analytics, Inc. 9 9
5,033 5,033
Impairment allowance for loans to related parties (3,223) (3,223)
1,810 1,810

Besides balances and transactions described in the tables above, no other balances or transactions exist with the Group's related parties.

25. Discontinued operations

On 4 November 2019, Novabase has entered into a sale and purchase agreement with VINCI Energies Portugal, S.G.P.S., S.A. ("VEP") to sell its GTE Business, through the sale of all shares representing the share capital of Novabase Digital, S.A., held in 90.1% by Novabase Consulting S.G.P.S., S.A.. The sale was substantially completed at the end of 2019, with the agreed purchase price paid on 9 January 2020.

In the 1st half of 2020, the parties confirmed a net adjustment to the price initially paid by VEP and the verification of the earn-out as set out in the agreement. As such, the consideration obtained with the sale increased to EUR 39,252 thousand, resulting in an adjustment to the capital gain of EUR 2,939 thousand.

Additionally, on 19 March 2020, Novabase and Netadmin System i Sverige AB ("Netadmin") entered into a sale and purchase agreement for all shares representing the share capital of the subsidiary Collab, held in 72.45% by Novabase Business Solutions, S.A. (and also held by the associate Fundo Capital Risco NB Capital in 17.75%). The subsidiary was sold on the date of this Agreement and was reported in the financial statements for the period ending 30 June 2020 as a discontinued operation.

On 28 June 2021, Novabase was informed by Netadmin of the First Additional Purchase Price (first-year earn-out) calculation, in the amount of EUR 63 thousand. The payment occurred at 30 June 2021. Since no amount was considered in 2020 for this contingent consideration, according to the Management estimate at the time of the sale, the Group recognised, in the 1st half of 2021, a capital gain adjustment in the amount of EUR 46 thousand. Notwithstanding, an arbitration procedure between the parties regarding the 'Holdback amount' paid by the purchaser in November 2020 is still ongoing.

Financial information relating to the discontinued operations for this period and comparative period is set out below. For further information about the discontinued operations, please refer to note 41 in the Group's annual financial statements for the year ended 31 December 2020.

A. Results of discontinued operations

30.06.20
COLLAB GTE Total
Revenue
Expenses
1,025
(1,005)
132
(131)
1,157
(1,136)
Results from operating activities 20 1 21
Income tax - (1) (1)
Results from operating activities, net of tax 20 - 20
Gain on sale of Business
Income tax on gain on sale of Business
243
-
2,939
-
3,182
-
Profit from discontinued operations, net of tax 263 2,939
30.06.21
COLLAB GTE Total
Revenue
Expenses
-
-
-
-
-
-
Results from operating activities - - -
Income tax - - -
Results from operating activities, net of tax - - -
Gain on sale of Business 46 - 46

B. Assets and liabilities from discontinued operations

In the 1st half of 2021, the following movements occurred in assets and liabilities from discontinued operations:

The assets from discontinued operations, which correspond fully to the assets held in the Mozambican subsidiary NBMSIT, Sist. de Inf. e Tecnol., S.A. (discontinued following the GTE Business sale), decreased to EUR 339 thousand (31.12.20: EUR 342 thousand).

Income tax on gain on sale of Business - - -

Profit from discontinued operations, net of tax 46 - 46

  • On the liabilities from discontinued operations side, the provision for Representations and Warranties ("R&W") associated with Collab's disposal was used in the amount of EUR 11 thousand, reducing it to EUR 1,117 thousand.
  • It was also recorded an additional use of the provision for R&W associated with the GTE Business disposal in the amount of EUR 694 thousand, which was reduced to EUR 3,430 thousand.
  • Also regarding the GTE Business, the provision for risks associated with the ongoing closure of activity of the Mozambican subsidiary stands at EUR 773 thousand, an increase of EUR 23 thousand in the period. Additionally, this subsidiary's liabilities decreased to EUR 251 thousand (31.12.20: EUR 277 thousand).
  • The provision for R&W of the IMS Business remained unchanged towards 31 December 2020, at EUR 32 thousand.

C. Cash flows for discontinued operations

30.06.20
COLLAB GTE IMS Total
Net cash used in operating activities (395) (1,561) - (1,956)
Net cash from investing activities 3,260 35,366 - 38,626
Net cash used in financing activities (1) (32) (8) (41)
Net cash flow for the period 2,864 33,773 (8) 36,629
Effects of change in consolidation perimeter (1,857) - - (1,857)
30.06.21
COLLAB GTE IMS Total
Net cash used in operating activities
Net cash from investing activities
Net cash used in financing activities
(11)
46
-
(690)
-
(4)
-
-
-
(701)
46
(4)
Net cash flow for the period 35 (694) - (659)
Effects of change in consolidation perimeter - - - -

At 30 June 2021, Net cash from investing activities corresponds to the cash inflow of the first-year earn-out on the sale of Collab. At 30 June 2020 corresponded to the financial inflow of the consideration obtained from GTE Business disposal (net of the amount paid for the acquisition to NCI of the remaining interest in the sold company, a condition precedent to the Business) and the receipt of the initial price agreed on the sale of Collab (excludes 'Holdback Amount').

D. Effect of Collab's disposal on the financial position of the Group

30.06.20
Property, plant and equipment (3)
Intangible assets (612)
Financial assets at fair value through profit or loss (20)
Deferred tax assets (note 8) (1,180)
Trade and other receivables (1,846)
Accrued income (888)
Income tax receivable (256)
Derivative financial assets (2)
Other current assets (50)
Cash and cash equivalents (1,857)
Provisions (note 14) 173
Trade and other payables 2,412
Derivative financial liabilities 1
Deferred income and other current liabilities 1,268
Net assets (2,860)

E. Details of the sale of Collab

30.06.20
Consideration received or receivable:
Cash received
Cash to be received, net of estimated price adjustments
Fair value of contingent consideration
3,260
655
-
Total disposal consideration 3,915
Carrying amount of net assets sold
Provision for Reps & Warranties
Gain on sale of the equity stake held by Fundo Capital Risco NB Capital
(2,197)
(1,580)
105
Gain on sale before income tax 243
Income tax expense on gain -
Gain on sale after income tax 243

In the event the operations of the subsidiary sold achieve certain performance criteria, in terms of net recurring revenue, during three annual periods, as specified in the 'additional purchase price' clause of the agreement, additional cash consideration is applicable. At the time of the sale, no amount was considered for this contingent consideration.

26. Fair value measurement of financial instruments

The Group's financial assets and liabilities measured at fair value are the following:

Derivative financial instruments (assets and liabilities) – Refer to the forward foreign exchange contracts ("FX Forwards") used to manage the Group's exposure to foreign exchange risk, which arise from transactions in currencies different from Euro performed by some of the subsidiaries, primarily in U.S. Dollars, but also from the Group's presence in several markets, namely in Angola. Although contracted to hedge foreign exchange risks according to the Group's financial risk management policies, changes in fair value of these derivatives are included in the consolidated statement of profit or loss, since the instruments do not comply with all the requirements of IAS 39 to qualify for hedge accounting.

Financial assets at fair value through profit or loss – This category includes certain interests of the Group in companies mainly held through its Venture Capital Funds, NB Capital Inovação e Internacionalização and Novabase Capital +Inovação, and the participation units held in FCT - Labour Compensation Fund (the full list of these assets can be found in note 10 in the consolidated financial statements of the 2020 Annual Report).

The Group classifies its financial instruments into the three Levels of fair value hierarchy prescribed under the accounting standards:

  • Level 1: The fair value of financial instruments is based on quoted prices in active and liquid markets at the reporting date.
  • Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Main inputs used on these valuation models are based on observable market data.
  • Level 3: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques, and the main inputs are not based on observable market data.

At 30 June 2021 and 31 December 2020, the Group's financial assets and financial liabilities measured and recognised at fair value on a recurring basis are as follows:

30.06.21 31.12.20
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 592 - 12,041 577 - 12,024
Derivative financial instruments - 20 - - 64 -
592 20 12,041 577 64 12,024
Financial liabilities at fair value
Derivative financial instruments - 73 - - 9 -
- 73 - - 9 -

The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 June 2021.

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 2021, 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.

A. Valuation techniques

Specific valuation techniques used to determine fair values of financial instruments include:

  • For FCT participation units – fair value is based on the observable quote of the Participation Units (PU's) at the reporting date (Level 1 in the fair value hierarchy).
  • For derivative financial instruments (namely the FX Forwards) – fair value is calculated by using the Market-to-Market (MtM) quotes provided by the dealers with whom those transactions were entered with. Those valuations represent the dealers current estimate of the value of the transaction or instrument as at the specified date (Level 2 in the fair value hierarchy).
  • For other financial instruments (where FCR NB Capital Inovação e Internacionalização and FCR Novabase Capital +Inovação' participated companies are included) – fair value is determined using valuation models and financial theories in which the significant inputs are unobservable (Level 3 in the fair value hierarchy). The discounted cash flow method is used, considering a 5-year business plan forecasted by Management.

B. Fair value measurements using significant unobservable inputs (Level 3)

The following table presents the changes in Level 3 instruments for the half-year ended 30 June 2021:

Financial
assets
at fair value
through P&L
Balance at 1 January
Net fair value adjustments (notes 20 and 21)
12,024
17
Balance at the end of the period 12,041

Net fair value adjustments recorded in this period refer to an appreciation of the investment in Globaleda, S.A., partially offset by the devaluation of the investment in FCR Istart I. Positive fair value adjustments were recognised in profit or loss and included in 'Finance income' (see note 20), while negative fair value adjustments were recognised in profit or loss and included in 'Finance costs' (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 2021. There were also no changes made to any of the valuation techniques applied as of 31 December 2020.

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 88% of these instruments at 30 June 2021, 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 2021, as the Group considered that no material changes occurred in the first-half 2021, that could significantly affect the inputs used in the valuation. The inputs will be evaluated/reviewed with reference to 31 December 2021.

Feedzai
Discount rate (post-tax) 16.0%
Perpetual growth rate 0.5%
Annual average growth rate of turnover 50.9%

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 -819 thousand and EUR +940 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 +277 thousand and EUR -260 thousand, respectively.

The Group has a team responsible for the Level 3 fair value measurements of the companies held by 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:

  • Discount rates: These are determined by calculating the weighted average cost of capital ("WACC") for each participated company in each Fund. To calculate the cost of capital, the return on the risk-free asset corresponds to the average yield of the 10-year Portuguese Bonds for the 12 months previous to valuation (risk-free), plus the risk premium for Portugal (Market Risk Premium) at the time of valuation, where the risk factor referring to the participated company (beta) is obtained through the average of comparable companies listed in the stock markets. Finally, a conservative risk premium (alpha) is added to the cost of capital. To calculate the cost of the financial debt of each participated company, the risk-free cost of capital is used, to which a spread is added depending on the risk rating of the participated company to be evaluated, all adjusted by the corporate tax rate to be paid.
  • Growth rates of Turnover: The evolution of this indicator is made individually for each participated company after an in-depth analysis of the evolution of each company's business as well as its growth prospects. The growth prospects of the market as a whole in which the participated company operates are also taken into account, considering not only the growth of the market itself but also the evolution of the company's product and its fit in the market and prospects for expansion into new markets.
  • Perpetual growth rates: In all participated companies, the perpetual growth rate is +0.5%, reflecting a real growth in operations of 0.25% and an inflation of 0.25%.
  • Risk adjustments specific to the counterparties (including assumptions about credit default rates): Adjustments for risks specific to the counterparties are mostly reflected in the discount rates calculated for each participated company. Novabase's valuation team analyses the several risks of each company individually, reflecting the necessary adjustments to the WACC, whenever justified.

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.

27. Contingencies

At 30 June 2021, Novabase has no contingencies to disclose.

28. Events after the reporting period

In the second half of 2021 and up to the date of issue of this report, the following material events occurred:

Transactions by persons closely associated to a director

On 4 August 2021, Novabase received communications from the companies Rent Profit, S.L., Joint Account and Information Business Integration, persons closely associated to the director of Novabase José Sancho García, regarding the following:

  • (i) Disposal by Rent Profit, S.L. of 10 ordinary shares of Novabase, representing 0.00% of the Novabase's share capital and corresponding voting rights;
  • (ii) Disposal by Joint Account of 3,704 ordinary shares of Novabase, representing 0.01% of the Novabase's share capital and corresponding voting rights;
  • (iii) Acquisition by IBI - Information Business Integration, A.G. of 3,714 ordinary shares of Novabase, representing 0.01% of the Novabase's share capital and corresponding voting rights.

The communications further clarifies that these transactions took place in the Euronext Lisbon market and they are not linked to the exercise of a stock options programme.

29. Note added for translation

These financial statements are a free translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.

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II. Securities held by Corporate Bodies

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Share capital Total
number of
shares /
quotas
No. of
shares /
quotas held
by corporate
bodies at
31.12.20
Transactions No. of shares /
quotas held by
corporate
bodies at
30.06.21
% held by
corporate
bodies at
30.06.21
Novabase S.G.P.S., S.A. 54,638,426 € 31,401,394 12,727,528 2,017,684 17,441,565 55.5%
HNB - S.G.P.S., S.A. (a) 9,134,829 1,675,994 10,810,823 34.4%
IBI - Information Business Integration, A.G. (b) N/A 341,690 4,430,935 14.1%
Pedro Miguel Quinteiro Marques de Carvalho 2,097,613 0 2,097,613 6.7%
Manuel Saldanha Tavares Festas 74,986 0 74,986 0.2%
María del Carmen Gil Marín 23,001 0 23,001 0.1%
José Sancho García (c) N/A 0 3,704 0.0%
João Luís Correia Duque (c) N/A 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%
Rita Wrem Viana Branquinho Lobo Carvalho Rosado (c) N/A 0 0 0.0%
Madalena Paz Ferreira Perestrelo de Oliveira (c) N/A 0 0 0.0%
Álvaro José Barrigas do Nascimento 0 0 0 0.0%
Fátima do Rosário Piteira Patinha Farinha 0 0 0 0.0%
KPMG & Associados – S.R.O.C., represented by Paulo
Alexandre Martins Quintas Paixão 0 0 0 0.0%
Maria Cristina Santos Ferreira 0 0 0 0.0%
João Nuno da Silva Bento (d) 1,366,761 0 N/A -
Francisco Paulo Figueiredo Morais Antunes (d) 30,335 0 N/A -
Paulo Jorge de Barros Pires Trigo (d) 0 0 N/A -
Marta Isabel dos Reis da Graça Rodrigues do Nascimento (d) 0 0 N/A -
Miguel Tiago Perestrelo da Câmara Ribeiro Ferreira (d) 0 0 N/A -
NBASIT - Sist. Inf e Telecomunicações, S.A. 47,500,000 AOA 100,000 800 0 600 0.6%
Álvaro José da Silva Ferreira 400 0 400 0.4%
Luís Paulo Cardoso Salvado 200 0 200 0.2%
Francisco Paulo Figueiredo Morais Antunes (d) 200 0 N/A -

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.

(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 entirety of the share capital of this company.

(b) José Sancho García is the controlling shareholder of IBI - Information Business Integration, A.G., therefore this holding and corresponding voting rights is attributable to him.

(d) No longer belongs to the Company's corporate bodies as of 25 May 2021.

(c) Designated as member of the Company's corporate bodies as of 25 May 2021.

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.

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STATEMENT OF COMPLIANCE

NOVABASE S.G.P.S., S.A.

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Statement of the Board of Directors and persons responsible within Novabase (Free translation from the original version in Portuguese) SIGNED ON THE ORIGINAL

Pursuant to the terms of sub-paragraph c), paragraph 1 of article 246 of the Portuguese Securities Code, the members of the Board of Directors and persons responsible within 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:

(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 2021, 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, 28 September 2021

Chairman and Director with delegated powers (CEO) Luís Paulo Cardoso Salvado

Director with delegated powers Álvaro José da Silva Ferreira

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

Non-Executive member of the Board Pedro Miguel Quinteiro Marques de Carvalho

José Sancho García Non-Executive member of the Board

Francisco Paulo Figueiredo Morais Antunes Chief Financial Officer (CFO) and Director of several companies of Novabase Group

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www.novabase.com

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