Interim / Quarterly Report • Sep 17, 2020
Interim / Quarterly Report
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Privileged Information
This presentation includes sector and forward-looking statements involving uncertainties that could cause actual data to differ materially from those indicated.

CEO
"These last 6 Months were crucial for Novabase.
We have closed two important divestments and acquired the remaining shares of Celfocus, the Core Asset in our Next-Gen Strategy.
Whilst we were busy putting all these pieces together, the Covid-19 raised the challenge level, forcing us to adapt overnight and operate in new and uncharted territory.
Adding up the operational performance, the 6M20 execution was indeed a great leap towards achieving our strategic objectives:
There is still significant effort and investment to deliver on our transformation roadmap, but the most critical hurdles are now behind us.

Getting to the numbers:
Although Covid-19 did not impact significantly our performance in the 6M20, we remain cautious about new challenges to acquire clients under the current travel restrictions. This may influence our growth prospects in 2021. As of today, we cannot precise the potential impacts.
Also, the M&A initiatives we are pursuing will probably suffer delays due to the present volatility in the market.
Nevertheless, we will keep on working towards our strategic targets, and we are convicted our company will come out much stronger from this crisis.
Thank You All for your support!" 5
Value
Portfolio:
Strategy
Next-Gen strengthened with the acquisition of Vodafone Portugal's equity stake in Celfocus for an initial price of 20 M€, subject to adjustments.
Full ownership of Celfocus is key to Novabase's strategy of becoming an "Next-Gen IT Services Company", enabling the Group to allocate resources and explore synergies in a more efficient way.
(1) Accounted in FY19.
(2) Baseline FY18 (previous to Strategic Update 2019+).
(3) Subsequent event to 6M20.
Next-Gen: Strategy 2019+ Execution
2019+ Execution Press Zone
Novabase continues to successfully deliver on its strategy, with the sales of Collab and GTE Business (1), which combined represent a divestment of over 60% of its Value Portfolio segment revenue (2):
Resources Portugal Magazine, for the 2nd year in a row. 6

There may be an additional price adjustment of 7.5 M€, to be paid for in services, which could raise the final purchase price to a maximum of 27.5 M€, as a result of possible annual adjustments until 2023 related to service hiring guarantees of 10 M€ per year for three years given by Vodafone.
Due to the importance of this transaction for the execution of the strategy and given Novabase's financial robustness, the Board of Directors approved the acquisition, despite the current context of uncertainty. This transaction does not require any significant guidance reframing regarding the Strategic Update 2019+.

As such, the consideration obtained by Novabase after these events is 39.3 M€ corresponding to the sum of the price initially agreed of 33 M€, the earnout of 3 M€ and the net adjustment of the remainder.
Considering the above mentioned, the estimated capital gain is now 14.9 M€, however, some additional adjustments to the purchase price may still occur until the ninth month after the date of completion of the sale, under the terms of the Agreement.

• Of the agreed initial purchase price, 1.5 M€ was temporarily held by the purchaser, as foreseen in the sale and purchase agreement. The agreed purchase price is also subject to positive or negative price adjustment clauses agreed between the parties.
• However, the pandemic uncertainty imposes a cautious treasury management in order to keep the company's financial resilience. In this context, the Board of Directors decided to revert its initial intention of proposing to the 2020 GMS a 0.85 €/share remuneration, maintaining the Strategic Update 2019+ commitment of distributing 1.5 €/share in 2019-2023.
Turnover and EBITDA do not include GTE Business nor Collab, qualified as discontinued operations according to IFRS 5, for all periods in this presentation.


Turnover
0
10
20
30
40
50
60
70
No relevant impacts were observed this semester due to the Covid-19 pandemic, both in Next-Gen and in Value Portfolio segments.


EBITDA

2.0
4.0
6.0
8.0
10.0
12.0
14.0

Next-Gen Segment
Working on strategic initiatives towards the goal for 2023.
EBITDA

0
10
20
30
40
50
60
70
80
90

0
2
4
6
8
10
12
14
-50.0%
70.0%

Next-Gen Segment
Targeting clients with ambition to transform, with 6M20 still focused on Telco.

International Turnover grows 11% YoY.
63% of Next-Gen Turnover generated outside Portugal.
Europe & ME accounts for 88% of international operations, registering an increase of 6% YoY.


Next-Gen Segment
Large accounts increase, both in number…
14 18 6M19 6M20
Total number of clients in 6M20 increased to 107 (105 in 6M19).
(1) Top Tier clients (>1 M€) considers the Trailing 12 months.
…and in Revenues (9% YoY).

16

Value Portfolio Segment
40% of Value Portfolio Turnover is generated outside Portugal.
.00
2.00
4.00
6.00
8.00
10.00
12.00
14.00
16.00
18.00
20.00
-200%
-80%
40%
160%
Resilient performance
Business performance observed in 2Q20 (coincidental with the major lockdowns).
in Value Portfolio
Some Covid-effect on IT Staffing

6M19).
EBITDA to Net Profit
Financial results decreased 1.2 M€ YoY, fundamentally due to the accounting of exchange differences in foreign operations.
Discontinued operations – meaning results attributable to GTE Business and Collab – reached 3.2 M€ in 6M20, which comprises 2.9 M€ of adjustment to the capital gain of GTE Business disposal and 0.2 M€ of gain on the sale of Collab.
Evolution of NCI is mainly explained by full ownership of Celfocus since April.


Net Cash
Comfortable liquidity situation to pursue the Strategy 2019+ objectives and win the Covid-19 pandemic context.

Cash generation of 16.6 M€ in 6M20, highlighting:
From the 50.7 M€, 4.5 M€ refers to Noncontrolling Interests.
19

Talent

Next-Gen Value Portfolio (2)
(1) Excluding GTE Business and Collab.
(2) Including holding / shared services representing 84 employees in 6M20 (89 in 6M19).
Talent pool decreased 1% YoY in line with the expected synergies and management overhaul (1761 in 6M19).
Next-Gen Turnover per employee increased 16% YoY.
Attrition rate of Next-Gen was 6.7% in 6M20 (9.7% in 6M19).

... as it celebrates its 20th anniversary on the Euronext (listed since 4 July 2000).
PSI20 Index decreased 16% and EuroStoxx Technology Index increased 5%.

Novabase re-entered to the main index of the Lisbon stock exchange, the PSI20, as of March, 23.
Due to the current context of great uncertainty of the Covid-19 pandemic, the Board decided to revert its initial intention of proposing to the 2020 GMS a remuneration of 0.85 €/share.
In this period, Novabase acquired 234,464 shares (under the buy-back programme), holding as at June, 30, a total of 611,075 own shares (1.95% of the Company's share capital).
The average price target disclosed by the research that covers Novabase is 4.63 €, and the average upside is 49%.
Market Capitalization at the end of 6M20 is 97.7 M€, implying a ttm Price to Sales of 0.83x.
Free Float Velocity in 6M20 represented 39% (21% in 6M19) with a free float of 40%(1) in both periods.

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 ability to meet its 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 6M20 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.
| FY19 | 6M20 | |
|---|---|---|
| Cash and cash equivalents | 48,755 | 74,949 |
| Debt securities - Non-Current | 403 | - |
| Debt securities - Current | 2,793 | - |
| Treasury shares held by the Company (1) | 972 | 1,900 |
| Bank borrowings - Non-Current | (13,600) (19,400) | |
| Bank borrowings - Current | (5,194) (6,706) | |
| Net Cash (Euro thousands) | 34,129 | 50,743 |
| FY19 | 6M20 | |
| Treasury shares held by the Company | 376,611 | 611,075 |
| Closing price @ last tradable day (€) | 2.580 | 3.110 |
| Treasury shares held by the Company (Euro thousands) |
972 | 1,900 |
(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. 22

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.pt
Roadshows: Kepler Cheuvreux Autumn Conference: 7th September JB Capital Markets: 24th September
Trading Update 9M20 Thursday, November 5, 2020 (after market closure)
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| 30.06.20 | 31.12.19 | 30.06.20 | 30.06.19 (*) | Var. % | |
|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | ||||
| Other operating income | 479 | 84 | |||
| Employee benefit expense | (40,277) | (35,485) | |||
| Net impairm. losses on financ. assets | 18 | 38 | |||
| Net Profit before taxes (EBT) | 2,077 | 1,927 | 7.8 % | ||
| Non-controlling interests | (254) | (622) | |||
| 30.06.20 | 31.12.19 | 30.06.20 | 30.06.19 (*) | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| ASSETS | ||||||
| CONTINUING OPERATIONS | ||||||
| Tangible assets | 2,257 | 2,180 | Sale of goods | - | 196 | |
| Intangible assets | 12,064 | 12,967 | Cost of goods sold | - | (131) | |
| Right-of-use assets | 7,786 | 9,785 | ||||
| Financial investments | 12,426 | 12,344 | Gross margin | - | 65 | -100.0 % |
| Debt securities | - | 403 | ||||
| Deferred income tax assets | 9,062 | 9,585 | Other income | |||
| Other non-current assets | 2,338 | 1,908 | Services rendered | 63,668 | 55,832 | |
| Total Non-Current Assets | 45,933 | 49,172 | Supplementary income and subsidies | 572 | 79 | |
| Other operating income | 479 | 84 | ||||
| Inventories | 30 | 34 | ||||
| Trade debtors and accrued income | 40,086 | 40,247 | 64,719 | 55,995 | ||
| Other debtors and prepaid expenses | 13,296 | 50,403 | ||||
| Derivative financial instruments | 14 | 24 | 64,719 | 56,060 | ||
| Debt securities | - | 2,793 | ||||
| Cash and cash equivalents | 74,949 | 48,755 | Other expenses | |||
| Total Current Assets | 128,375 | 142,256 | External supplies and services | (20,519) | (16,701) | |
| Employee benefit expense | (40,277) | (35,485) | ||||
| Assets for continuing operations | 174,308 | 191,428 | (Provisions) / Provisions reversal | 1,733 | 100 | |
| Net impairm. losses on financ. assets | 18 | 38 | ||||
| Assets for discontinued operations | 451 | 460 | Other operating expenses | (213) | (297) | |
| Total Assets | 174,759 | 191,888 | (59,258) | (52,345) | ||
| EQUITY | Gross Net Profit (EBITDA) | 5,461 | 3,715 | 47.0 % | ||
| Share capital | 54,638 | 54,638 | Restructuring costs | - | - | |
| Treasury shares | (1,063) | (655) | Operating Gross Net Profit | 5,461 | 3,715 | 47.0 % |
| Share premium | 226 | 226 | Depreciation and amortisation | (2,174) | (1,796) | |
| Reserves and retained earnings | (3,154) | (5,318) | ||||
| Net profit | 4,819 | 20,400 | Operating Profit (EBIT) | 3,287 | 1,919 | 71.3 % |
| Total Shareholders' Equity | 55,466 | 69,291 | Financial results | (1,210) | (119) | |
| Non-controlling interests | 9,036 | 18,329 | Gain on net monetary position | - | 127 | |
| Total Equity | 64,502 | 87,620 | ||||
| Net Profit before taxes (EBT) | 2,077 | 1,927 | 7.8 % | |||
| LIABILITIES | Income tax expense | (206) | (439) | |||
| Bank borrowings | 19,400 | 13,600 | Net Profit from continuing operations | 1,871 | 1,488 | 25.7 % |
| Lease liabilities | 6,079 | 7,681 | ||||
| Provisions | 6,717 | 8,623 | DISCONTINUED OPERATIONS | |||
| Other non-current liabilities | 4,145 | 770 | Net Profit from discont. operations | 3,202 | 778 | 311.6 % |
| Total Non-Current Liabilities | 36,341 | 30,674 | ||||
| Non-controlling interests | (254) | (622) | ||||
| Bank borrowings | 6,706 | 5,194 | ||||
| Lease liabilities | 3,083 | 3,887 | Attributable Net Profit | 4,819 | 1,644 | 193.1 % |
| Trade payables | 5,211 | 8,215 | ||||
| Other creditors and accruals | 32,895 | 32,732 | ||||
| Derivative financial instruments | - | 17 | ||||
| Deferred income | 17,647 | 14,854 |
| Total Current Liabilities | 65,542 | 64,899 | |||
|---|---|---|---|---|---|
| Total Liabilities for cont. operations | 101,883 | 95,573 | |||
| Total Liabilities for discont. operations | 8,374 | 8,695 | |||
| Total Liabilities | 110,257 | 104,268 | Other information: | ||
| Total Equity and Liabilities | 174,759 | 191,888 | Turnover EBITDA margin |
63,668 8.6 % |
56,028 6.6 % |
| EBT % on Turnover | 3.3 % | 3.4 % | |||
| Turnover | 63,668 | 56,028 | 13.6 % | |||
|---|---|---|---|---|---|---|
| Total Equity and Liabilities | 174,759 | 191,888 | EBITDA margin | 8.6 % | 6.6 % | |
| EBT % on Turnover | 3.3 % | 3.4 % | ||||
| Net Cash | 50,743 | 34,129 | Net profit % on Turnover | 7.6 % | 2.9 % |
* Comparatives were restated to show continuing operations separately from discontinued operations (GTE Business & Collab).
| 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 |

| (Thousands of Euros) | Value Portfolio |
Next-Gen | NOVABASE |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sale of goods | - | - | - |
| Cost of goods sold | - | - | - |
| Gross margin | - | - | - |
| Other income | - | - | - |
| Services rendered | 18,101 | 45,567 | 63,668 |
| Supplementary income and subsidies Other operating income |
508 422 |
64 57 |
572 479 |
| 19,031 | 45,688 | 64,719 | |
| - 19,031 |
- 45,688 |
- 64,719 |
|
| Other expenses | - | - | - |
| External supplies and services | (547) | (19,972) | (20,519) |
| Employee benefit expense | (16,068) | (24,209) | (40,277) |
| (Provisions) / Provisions reversal | 88 | 1,645 | 1,733 |
| Net impairm. losses on financ. assets | 27 | (9) | 18 |
| Other operating expenses | (64) | (149) | (213) |
| - (16,564) |
- (42,694) |
- (59,258) |
|
| Gross Net Profit (EBITDA) | - 2,467 |
- 2,994 |
- 5,461 |
| Depreciation and amortisation | - (1,283) |
- (891) |
- (2,174) |
| Operating Profit (EBIT) | 1,184 | 2,103 | 3,287 |
| Financial results Gain on net monetary position |
- (781) - |
- (429) - |
- (1,210) - |
| Net Profit / (Loss) before Taxes (EBT) | 403 | 1,674 | 2,077 |
| Income tax expense | - - |
- (206) |
- (206) |
| Net Profit / (Loss) from cont. operations | 403 | 1,468 | 1,871 |
-
| Net Profit from discontinued operations | 3,202 | - | 3,202 |
|---|---|---|---|
| Non-controlling interests | 147 | (401) | (254) |
| Attributable Net Profit / (Loss) | 3,752 - |
1,067 - |
4,819 - |
Other information :
| Turnover | 18,101 | 45,567 | 63,668 |
|---|---|---|---|
| EBITDA | 2,467 | 2,994 | 5,461 |
| EBITDA % on Turnover | 13.6% | 6.6% | 8.6% |
| EBT % on Turnover | 2.2% | 3.7% | 3.3% |
Pursuant to the terms and for the purposes of paragraph 1 c) of article 9.º of the Portuguese Securities Commission Regulation no. 5/2008, Novabase informs about Qualifying Stakes as at 30 June 2020 (with the detail of the number of shares held and the corresponding percentage of voting rights, computed under the terms of paragraph 1 of article 20.º of the Portuguese Securities Code):
| Shareholder | % Share capital and voting rights |
||
|---|---|---|---|
| HNB - S.G.P.S., S.A. 1 | 10,501,589 | 33.44% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 6.68% | |
| Luís Paulo Cardoso Salvado 1 | 1 | 0.00% | |
| João Nuno da Silva Bento 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 | 12,599,206 | 40.12% | |
| Partbleu, Sociedade Gestora de Participações Sociais, S.A. 3 | 3,180,444 | 10.13% | |
| IBIM2 Limited | 3,144,217 | 10.01% | |
| Lazard Frères Gestion SAS | 1,570,870 | 5.00% | |
| Fundo de Investimento Mobiliário Aberto Santander Ações Portugal | 1,476,905 | 4.70% | |
| Fundo de Investimento Mobiliário Aberto Poupança Ações Santander PPA | 34,537 | 0.11% | |
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, S.A. 4 | 1,511,442 | 4.81% | |
| Maria Manuela de Oliveira Marques | 1,043,924 | 3.32% | |
| Total | 23,050,103 | 73.40% |
2 The total holding is attributed to José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, João Nuno da Silva 1 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are the only shareholders of HNB – S.G.P.S., S.A., and have entered into a shareholders agreement concerning the whole of HNB – S.G.P.S., S.A.'s share capital.
Bento 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 Partbleu, Sociedade Gestora de Participações Sociais, S.A. was indirectly held in 72% by Mr. Miguel Pais do Amaral, and therefore the corresponding voting rights were attributed to him.
4 When Novabase was notified of this holding, it was informed that the funds identified above were managed by Santander Asset Management – Sociedade Gestora de Fundos de Investimento Mobiliário, S.A..
The holdings identified above correspond to the last positions notified to the Company with reference to 30 June 2020 or a previous date.
There are no categories of shares with special rights.
Pursuant to the terms and for the purposes of paragraph 5 of article 447.º of the Portuguese Commercial Companies Code, Novabase informs about the stakes held by members of the Board of Directors and Supervisory Bodies in the company's capital as at 30 June 2020:
| Holder 1 | % Share capital and voting rights |
||
|---|---|---|---|
| Pedro Miguel Quinteiro Marques de Carvalho (Non-Executive member of the Board of Directors) | 2,097,613 | 6.68% | |
| Manuel Saldanha Tavares Festas (Deputy member of the Audit Board) | 74,986 | 0.24% | |
| Francisco Paulo de Figueiredo Morais Antunes (Executive member of the Board of Directors and CFO) | 30,335 | 0.10% | |
| María del Carmen Gil Marín (Executive member of the Board of Directors) | 23,001 | 0.07% | |
| Luís Paulo Cardoso Salvado 2 (Chairman of the Board of Directors) |
1 | 0.00% | |
| João Nuno da Silva Bento 2 (Executive member of the Board of Directors and CEO) |
1 | 0.00% | |
| Álvaro José da Silva Ferreira 2 (Executive member of the Board of Directors) |
1 | 0.00% | |
| José Afonso Oom Ferreira de Sousa 2 (Non-Executive member of the Board of Directors) |
1 | 0.00% | |
| Paulo Jorge de Barros Pires Trigo (Executive member of the Board of Directors) | 0 | 0.00% | |
| Marta Isabel dos Reis da Graça Rodrigues do Nascimento (Non-Executive member of the Board of Directors) | 0 | 0.00% | |
| Álvaro José Barrigas do Nascimento (Chairman of the Audit Board) | 0 | 0.00% | |
| Fátima do Rosário Piteira Patinha Farinha (Effective member of the Audit Board) | 0 | 0.00% | |
| Miguel Tiago Perestrelo Ribeiro Ferreira (Effective Member of the Audit Board) | 0 | 0.00% | |
| KPMG & Associados – S.R.O.C., represented by Paulo Alexandre Martins Quintas Paixão (Effective Chartered | |||
| Accountant) | 0 | 0.00% | |
| Maria Cristina Santos Ferreira (Deputy Chartered Accountant) | 0 | 0.00% | |
| Total | 2,225,939 | 7.09% |
1 The shareholding of each of these members of the corporate and supervisory board corresponds to the last position notified to the Company in reference to 30 June 2020 or a previous date.
2 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are shareholders of HNB - S.G.P.S., S.A., where they hold management positions. HNB - S.G.P.S., S.A. holds 10,501,589 shares representing 33.44% of Novabase's share capital and respective voting rights.
Novabase SGPS, S.A. Public Company - Euronext Code: PTNBA0AM0006 Head Office: Av. D. João II, n.º 34, Parque das Nações, 1998-031 Lisboa Share Capital: 54,638,425.56 Euros Corporate Tax Payer nº 502.280.182

Pursuant to the terms and for the purposes of article 248.-B of the Portuguese Securities Code, Novabase informs that:
Novabase reports as directors the company HNB - S.G.P.S., S.A. and the members of the board of directors of the Company.
During the first half of 2020, there were no management transactions.
Novabase SGPS, S.A. Public Company - Euronext Code: PTNBA0AM0006 Head Office: Av. D. João II, n.º 34, Parque das Nações, 1998-031 Lisboa Share Capital: 54,638,425.56 Euros Corporate Tax Payer nº 502.280.182
Pursuant to the terms and for the purposes of paragraph 5 d) of article 66.º of the Portuguese Commercial Companies Code, Novabase informs that:
At 31 December 2019, Novabase S.G.P.S. held 376,611 own shares, representing 1.20% of its share capital.
During the first half of 2020, the company acquired on the market 234,464 own shares at the average net price of 2.87 Euros. Thus, at 30 June 2020, Novabase S.G.P.S. held 611,075 own shares, representing 1.95% of its share capital.
The acquisition of own shares was carried out in the context of the own shares buy-back program ("Buy-back Program"), pursuant to the terms and limitations set forth in the Extraordinary General Meeting of Shareholders of Novabase, that took place on the 26th of September 2019.
During the period, Novabase S.G.P.S. shares always had a nominal value of € 1.74.
Own shares transactions are described below:
| Transaction | Date | Location | No. Shares | Price per Share (€) |
|---|---|---|---|---|
| Acquisition | 14/01/2020 | Euronext Lisbon | 460 | 2.650 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 340 | 2.680 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 297 | 2.660 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 20 | 2.660 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 783 | 2.660 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 521 | 2.650 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 279 | 2.650 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 521 | 2.650 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 279 | 2.650 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 200 | 2.650 |
| Acquisition | 14/01/2020 | Euronext Lisbon | 500 | 2.650 |
| Acquisition Acquisition |
14/01/2020 15/01/2020 |
Euronext Lisbon Euronext Lisbon |
500 1,097 |
2.630 2.650 |
| Acquisition | 15/01/2020 | Euronext Lisbon | 1,000 | 2.650 |
| Acquisition | 20/01/2020 | Euronext Lisbon | 286 | 2.700 |
| Acquisition | 21/01/2020 | Euronext Lisbon | 500 | 2.710 |
| Acquisition | 22/01/2020 | Euronext Lisbon | 200 | 2.730 |
| Acquisition | 22/01/2020 | Euronext Lisbon | 200 | 2.700 |
| Acquisition | 23/01/2020 | Euronext Lisbon | 2,000 | 2.700 |
| Acquisition | 23/01/2020 | Euronext Lisbon | 1,000 | 2.680 |
| Acquisition | 23/01/2020 | Euronext Lisbon | 261 | 2.670 |
| Acquisition | 24/01/2020 | Euronext Lisbon | 800 | 2.700 |
| Acquisition | 24/01/2020 | Euronext Lisbon | 163 | 2.700 |
| Acquisition | 24/01/2020 | Euronext Lisbon | 2,135 | 2.700 |
| Acquisition | 24/01/2020 | Euronext Lisbon | 550 | 2.700 |
| Acquisition | 27/01/2020 | Euronext Lisbon | 400 | 2.670 |
| Acquisition | 27/01/2020 | Euronext Lisbon | 500 | 2.680 |
| Acquisition | 27/01/2020 | Euronext Lisbon | 438 | 2.670 |
| Acquisition Acquisition |
27/01/2020 28/01/2020 |
Euronext Lisbon Euronext Lisbon |
1,062 2 |
2.670 2.690 |
| Acquisition | 29/01/2020 | Euronext Lisbon | 150 | 2.700 |
| Acquisition | 03/02/2020 | Euronext Lisbon | 300 | 2.710 |
| Acquisition | 03/02/2020 | Euronext Lisbon | 700 | 2.700 |
| Acquisition | 05/02/2020 | Euronext Lisbon | 800 | 2.760 |
| Acquisition | 05/02/2020 | Euronext Lisbon | 179 | 2.750 |
| Acquisition | 06/02/2020 | Euronext Lisbon | 1,500 | 2.770 |
| Acquisition | 06/02/2020 | Euronext Lisbon | 500 | 2.760 |
| Acquisition | 12/02/2020 | Euronext Lisbon | 1,000 | 2.810 |
| Acquisition | 14/02/2020 | Euronext Lisbon | 665 | 2.740 |
| Acquisition | 17/02/2020 | Euronext Lisbon | 150 | 2.760 |
| Acquisition | 17/02/2020 | Euronext Lisbon | 650 | 2.770 |
| Acquisition | 24/02/2020 | Euronext Lisbon | 5,000 | 3.330 |
| Acquisition | 24/02/2020 | Euronext Lisbon | 187 | 3.300 |
| Acquisition | 24/02/2020 | Euronext Lisbon | 925 | 3.310 |
| Acquisition Acquisition |
24/02/2020 24/02/2020 |
Euronext Lisbon Euronext Lisbon |
537 2,990 |
3.300 3.300 |
| Acquisition | 24/02/2020 | Euronext Lisbon | 361 | 3.300 |
| Acquisition | 25/02/2020 | Euronext Lisbon | 300 | 3.240 |
| Acquisition | 25/02/2020 | Euronext Lisbon | 1,000 | 3.240 |
| Acquisition | 25/02/2020 | Euronext Lisbon | 300 | 3.250 |
| Acquisition | 25/02/2020 | Euronext Lisbon | 2,000 | 3.260 |
| Acquisition | 26/02/2020 | Euronext Lisbon | 87 | 3.260 |
| Acquisition | 26/02/2020 | Euronext Lisbon | 135 | 3.260 |
| Acquisition | 26/02/2020 | Euronext Lisbon | 33 | 3.260 |
| Acquisition | 26/02/2020 | Euronext Lisbon | 345 | 3.260 |
| Acquisition | 27/02/2020 | Euronext Lisbon | 2,500 | 3.240 |
| Acquisition | 27/02/2020 | Euronext Lisbon | 999 | 3.210 |
| Acquisition | 27/02/2020 | Euronext Lisbon | 1,501 | 3.210 |
| Acquisition | 27/02/2020 | Euronext Lisbon | 2,500 | 3.160 |
| Acquisition | 27/02/2020 | Euronext Lisbon | 11 | 3.160 |
| Acquisition Acquisition |
27/02/2020 27/02/2020 |
Euronext Lisbon Euronext Lisbon |
716 537 |
3.160 3.160 |
| Acquisition | 27/02/2020 | Euronext Lisbon | 431 | 3.160 |

| Transaction | Date | Location | No. Shares | Price per Share (€) |
|---|---|---|---|---|
| Acquisition | 27/02/2020 | Euronext Lisbon | 431 | 3.160 |
| Acquisition Acquisition |
27/02/2020 28/02/2020 |
Euronext Lisbon Euronext Lisbon |
374 989 |
3.160 3.050 |
| Acquisition | 28/02/2020 | Euronext Lisbon | 3,500 | 3.050 |
| Acquisition | 28/02/2020 | Euronext Lisbon | 765 | 3.050 |
| Acquisition | 28/02/2020 | Euronext Lisbon | 246 | 3.050 |
| Acquisition | 28/02/2020 | Euronext Lisbon | 3,500 | 3.020 |
| Acquisition | 02/03/2020 | Euronext Lisbon | 393 | 3.100 |
| Acquisition | 02/03/2020 | Euronext Lisbon | 607 | 3.100 |
| Acquisition | 03/03/2020 | Euronext Lisbon | 630 | 3.130 |
| Acquisition Acquisition |
03/03/2020 03/03/2020 |
Euronext Lisbon Euronext Lisbon |
57 1,000 |
3.140 3.140 |
| Acquisition | 03/03/2020 | Euronext Lisbon | 943 | 3.140 |
| Acquisition | 03/03/2020 | Euronext Lisbon | 370 | 3.130 |
| Acquisition | 03/03/2020 | Euronext Lisbon | 89 | 3.120 |
| Acquisition | 04/03/2020 | Euronext Lisbon | 796 | 3.170 |
| Acquisition | 04/03/2020 | Euronext Lisbon | 32 | 3.170 |
| Acquisition | 04/03/2020 | Euronext Lisbon | 572 | 3.170 |
| Acquisition | 04/03/2020 | Euronext Lisbon | 2,600 | 3.160 |
| Acquisition Acquisition |
05/03/2020 05/03/2020 |
Euronext Lisbon Euronext Lisbon |
300 1,700 |
3.150 3.150 |
| Acquisition | 05/03/2020 | Euronext Lisbon | 1,000 | 3.140 |
| Acquisition | 05/03/2020 | Euronext Lisbon | 1,000 | 3.100 |
| Acquisition | 05/03/2020 | Euronext Lisbon | 1,000 | 3.120 |
| Acquisition | 06/03/2020 | Euronext Lisbon | 2,000 | 3.050 |
| Acquisition | 06/03/2020 | Euronext Lisbon | 2,000 | 3.000 |
| Acquisition | 06/03/2020 | Euronext Lisbon | 2,000 | 3.000 |
| Acquisition | 09/03/2020 | Euronext Lisbon | 150 | 2.850 |
| Acquisition Acquisition |
09/03/2020 09/03/2020 |
Euronext Lisbon Euronext Lisbon |
850 177 |
2.850 2.850 |
| Acquisition | 09/03/2020 | Euronext Lisbon | 250 | 2.800 |
| Acquisition | 09/03/2020 | Euronext Lisbon | 1,000 | 2.810 |
| Acquisition | 09/03/2020 | Euronext Lisbon | 1,000 | 2.820 |
| Acquisition | 09/03/2020 | Euronext Lisbon | 823 | 2.850 |
| Acquisition | 09/03/2020 | Euronext Lisbon | 750 | 2.800 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 721 | 2.960 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 93 | 2.960 |
| Acquisition Acquisition |
10/03/2020 10/03/2020 |
Euronext Lisbon Euronext Lisbon |
23 96 |
2.960 2.960 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 67 | 2.960 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 561 | 2.960 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 121 | 2.960 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 1,000 | 2.960 |
| Acquisition | 10/03/2020 | Euronext Lisbon | 318 | 2.960 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 250 | 2.950 |
| Acquisition Acquisition |
11/03/2020 11/03/2020 |
Euronext Lisbon Euronext Lisbon |
1,250 196 |
2.910 2.900 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 304 | 2.900 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 1,000 | 2.870 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 92 | 2.860 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 408 | 2.860 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 259 | 2.850 |
| Acquisition | 11/03/2020 | Euronext Lisbon | 241 | 2.850 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 250 | 2.740 |
| Acquisition Acquisition |
12/03/2020 12/03/2020 |
Euronext Lisbon Euronext Lisbon |
500 250 |
2.720 2.700 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 1,000 | 2.680 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 495 | 2.650 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 2,000 | 2.690 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 453 | 2.680 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 52 | 2.680 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 500 | 2.650 |
| Acquisition | 12/03/2020 | Euronext Lisbon | 500 | 2.640 |
| Acquisition Acquisition |
13/03/2020 13/03/2020 |
Euronext Lisbon Euronext Lisbon |
477 16 |
2.650 2.650 |
| Acquisition | 13/03/2020 | Euronext Lisbon | 137 | 2.650 |
| Acquisition | 13/03/2020 | Euronext Lisbon | 870 | 2.650 |
| Acquisition | 13/03/2020 | Euronext Lisbon | 1,500 | 2.650 |
| Acquisition | 13/03/2020 | Euronext Lisbon | 167 | 2.640 |
| Acquisition | 13/03/2020 | Euronext Lisbon | 833 | 2.640 |
| Acquisition | 16/03/2020 | Euronext Lisbon | 800 | 2.340 |
| Acquisition | 16/03/2020 | Euronext Lisbon | 197 | 2.340 |
| Acquisition Acquisition |
16/03/2020 16/03/2020 |
Euronext Lisbon Euronext Lisbon |
615 388 |
2.340 2.340 |
| Acquisition | 16/03/2020 | Euronext Lisbon | 1,057 | 2.300 |

| Transaction | Date | Location | No. Shares | Price per Share (€) |
|---|---|---|---|---|
| Acquisition | 16/03/2020 | Euronext Lisbon | 943 | 2.300 |
| Acquisition Acquisition |
16/03/2020 16/03/2020 |
Euronext Lisbon Euronext Lisbon |
8 992 |
2.250 2.200 |
| Acquisition | 17/03/2020 | Euronext Lisbon | 2,986 | 2.310 |
| Acquisition | 18/03/2020 | Euronext Lisbon | 651 | 2.550 |
| Acquisition | 20/03/2020 | Euronext Lisbon | 2,000 | 2.790 |
| Acquisition | 20/03/2020 | Euronext Lisbon | 1,000 | 2.740 |
| Acquisition | 20/03/2020 | Euronext Lisbon | 2,000 | 2.690 |
| Acquisition Acquisition |
23/03/2020 23/03/2020 |
Euronext Lisbon Euronext Lisbon |
199 301 |
2.850 2.850 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 400 | 2.820 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 200 | 2.820 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 502 | 2.800 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 398 | 2.800 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 150 | 2.750 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 90 | 2.750 |
| Acquisition Acquisition |
23/03/2020 23/03/2020 |
Euronext Lisbon Euronext Lisbon |
637 2,123 |
2.750 2.750 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 308 | 2.720 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 1,692 | 2.720 |
| Acquisition | 23/03/2020 | Euronext Lisbon | 2,000 | 2.700 |
| Acquisition | 24/03/2020 | Euronext Lisbon | 232 | 2.800 |
| Acquisition | 24/03/2020 | Euronext Lisbon | 368 | 2.800 |
| Acquisition | 25/03/2020 | Euronext Lisbon | 800 | 2.830 |
| Acquisition | 25/03/2020 | Euronext Lisbon | 2,000 | 2.790 |
| Acquisition | 25/03/2020 | Euronext Lisbon | 569 | 2.810 |
| Acquisition Acquisition |
25/03/2020 25/03/2020 |
Euronext Lisbon Euronext Lisbon |
297 164 |
2.800 2.800 |
| Acquisition | 25/03/2020 | Euronext Lisbon | 1,660 | 2.800 |
| Acquisition | 25/03/2020 | Euronext Lisbon | 310 | 2.800 |
| Acquisition | 26/03/2020 | Euronext Lisbon | 1,048 | 2.810 |
| Acquisition | 26/03/2020 | Euronext Lisbon | 620 | 2.800 |
| Acquisition | 27/03/2020 | Euronext Lisbon | 991 | 2.810 |
| Acquisition | 27/03/2020 | Euronext Lisbon | 715 | 2.810 |
| Acquisition | 27/03/2020 | Euronext Lisbon | 94 | 2.790 |
| Acquisition Acquisition |
30/03/2020 31/03/2020 |
Euronext Lisbon Euronext Lisbon |
800 1,127 |
2.800 2.670 |
| Acquisition | 31/03/2020 | Euronext Lisbon | 1,873 | 2.660 |
| Acquisition | 31/03/2020 | Euronext Lisbon | 140 | 2.670 |
| Acquisition | 31/03/2020 | Euronext Lisbon | 4,566 | 2.670 |
| Acquisition | 01/04/2020 | Euronext Lisbon | 481 | 2.650 |
| Acquisition | 01/04/2020 | Euronext Lisbon | 372 | 2.640 |
| Acquisition | 01/04/2020 | Euronext Lisbon | 347 | 2.640 |
| Acquisition | 02/04/2020 | Euronext Lisbon | 294 | 2.680 |
| Acquisition Acquisition |
02/04/2020 02/04/2020 |
Euronext Lisbon Euronext Lisbon |
1,306 1,500 |
2.670 2.600 |
| Acquisition | 02/04/2020 | Euronext Lisbon | 1,400 | 2.620 |
| Acquisition | 03/04/2020 | Euronext Lisbon | 167 | 2.550 |
| Acquisition | 03/04/2020 | Euronext Lisbon | 764 | 2.550 |
| Acquisition | 03/04/2020 | Euronext Lisbon | 369 | 2.540 |
| Acquisition | 03/04/2020 | Euronext Lisbon | 1,000 | 2.580 |
| Acquisition | 03/04/2020 | Euronext Lisbon | 1,000 | 2.570 |
| Acquisition | 03/04/2020 | Euronext Lisbon | 913 | 2.540 |
| Acquisition Acquisition |
06/04/2020 06/04/2020 |
Euronext Lisbon Euronext Lisbon |
1,807 1,000 |
2.580 2.560 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 483 | 2.590 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 30 | 2.590 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 1,298 | 2.580 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 116 | 2.570 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 510 | 2.570 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 52 | 2.560 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 487 | 2.560 |
| Acquisition Acquisition |
07/04/2020 07/04/2020 |
Euronext Lisbon Euronext Lisbon |
1,000 374 |
2.560 2.560 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 150 | 2.560 |
| Acquisition | 07/04/2020 | Euronext Lisbon | 400 | 2.530 |
| Acquisition | 09/04/2020 | Euronext Lisbon | 500 | 2.560 |
| Acquisition | 14/04/2020 | Euronext Lisbon | 1,400 | 2.660 |
| Acquisition | 15/04/2020 | Euronext Lisbon | 442 | 2.710 |
| Acquisition | 15/04/2020 | Euronext Lisbon | 771 | 2.690 |
| Acquisition | 15/04/2020 | Euronext Lisbon | 147 | 2.710 |
| Acquisition Acquisition |
15/04/2020 16/04/2020 |
Euronext Lisbon Euronext Lisbon |
130 184 |
2.710 2.710 |
| Acquisition | 16/04/2020 | Euronext Lisbon | 76 | 2.710 |
| Acquisition | 16/04/2020 | Euronext Lisbon | 1,000 | 2.690 |

| Transaction | Date | Location | No. Shares | Price per Share (€) |
|---|---|---|---|---|
| Acquisition | 16/04/2020 | Euronext Lisbon | 2,040 | 2.650 |
| Acquisition Acquisition |
17/04/2020 20/04/2020 |
Euronext Lisbon Euronext Lisbon |
600 9 |
2.680 2.680 |
| Acquisition | 20/04/2020 | Euronext Lisbon | 373 | 2.670 |
| Acquisition | 20/04/2020 | Euronext Lisbon | 127 | 2.650 |
| Acquisition | 20/04/2020 | Euronext Lisbon | 191 | 2.650 |
| Acquisition | 20/04/2020 | Euronext Lisbon | 300 | 2.650 |
| Acquisition | 20/04/2020 | Euronext Lisbon | 500 | 2.650 |
| Acquisition Acquisition |
21/04/2020 22/04/2020 |
Euronext Lisbon Euronext Lisbon |
1,300 500 |
2.640 2.630 |
| Acquisition | 22/04/2020 | Euronext Lisbon | 1,000 | 2.640 |
| Acquisition | 22/04/2020 | Euronext Lisbon | 500 | 2.640 |
| Acquisition | 22/04/2020 | Euronext Lisbon | 1,000 | 2.650 |
| Acquisition | 22/04/2020 | Euronext Lisbon | 3,000 | 2.600 |
| Acquisition | 22/04/2020 | Euronext Lisbon | 2,000 | 2.590 |
| Acquisition | 23/04/2020 | Euronext Lisbon | 500 | 2.600 |
| Acquisition Acquisition |
23/04/2020 23/04/2020 |
Euronext Lisbon Euronext Lisbon |
120 380 |
2.580 2.580 |
| Acquisition | 23/04/2020 | Euronext Lisbon | 220 | 2.570 |
| Acquisition | 24/04/2020 | Euronext Lisbon | 500 | 2.580 |
| Acquisition | 24/04/2020 | Euronext Lisbon | 1,000 | 2.560 |
| Acquisition | 24/04/2020 | Euronext Lisbon | 272 | 2.580 |
| Acquisition | 24/04/2020 | Euronext Lisbon | 228 | 2.580 |
| Acquisition | 24/04/2020 | Euronext Lisbon | 533 | 2.570 |
| Acquisition | 24/04/2020 | Euronext Lisbon | 967 | 2.570 |
| Acquisition Acquisition |
24/04/2020 24/04/2020 |
Euronext Lisbon Euronext Lisbon |
664 69 |
2.560 2.560 |
| Acquisition | 27/04/2020 | Euronext Lisbon | 1,000 | 2.580 |
| Acquisition | 27/04/2020 | Euronext Lisbon | 300 | 2.560 |
| Acquisition | 27/04/2020 | Euronext Lisbon | 500 | 2.530 |
| Acquisition | 27/04/2020 | Euronext Lisbon | 300 | 2.530 |
| Acquisition | 28/04/2020 | Euronext Lisbon | 172 | 2.590 |
| Acquisition | 28/04/2020 | Euronext Lisbon | 615 | 2.580 |
| Acquisition Acquisition |
28/04/2020 04/05/2020 |
Euronext Lisbon Euronext Lisbon |
945 500 |
2.620 2.690 |
| Acquisition | 04/05/2020 | Euronext Lisbon | 1,292 | 2.670 |
| Acquisition | 04/05/2020 | Euronext Lisbon | 164 | 2.660 |
| Acquisition | 05/05/2020 | Euronext Lisbon | 500 | 2.700 |
| Acquisition | 05/05/2020 | Euronext Lisbon | 66 | 2.690 |
| Acquisition | 06/05/2020 | Euronext Lisbon | 50 | 2.670 |
| Acquisition | 06/05/2020 | Euronext Lisbon | 351 | 2.660 |
| Acquisition Acquisition |
06/05/2020 06/05/2020 |
Euronext Lisbon Euronext Lisbon |
526 805 |
2.690 2.690 |
| Acquisition | 06/05/2020 | Euronext Lisbon | 744 | 2.690 |
| Acquisition | 08/05/2020 | Euronext Lisbon | 1,081 | 2.720 |
| Acquisition | 11/05/2020 | Euronext Lisbon | 95 | 2.700 |
| Acquisition | 12/05/2020 | Euronext Lisbon | 69 | 2.720 |
| Acquisition | 14/05/2020 | Euronext Lisbon | 31 | 2.650 |
| Acquisition | 14/05/2020 | Euronext Lisbon | 129 | 2.650 |
| Acquisition Acquisition |
14/05/2020 14/05/2020 |
Euronext Lisbon Euronext Lisbon |
739 261 |
2.660 2.660 |
| Acquisition | 14/05/2020 | Euronext Lisbon | 739 | 2.660 |
| Acquisition | 15/05/2020 | Euronext Lisbon | 116 | 2.820 |
| Acquisition | 15/05/2020 | Euronext Lisbon | 884 | 2.820 |
| Acquisition | 18/05/2020 | Euronext Lisbon | 298 | 2.860 |
| Acquisition | 18/05/2020 | Euronext Lisbon | 524 | 2.850 |
| Acquisition | 19/05/2020 | Euronext Lisbon | 500 | 2.900 |
| Acquisition Acquisition |
19/05/2020 20/05/2020 |
Euronext Lisbon Euronext Lisbon |
500 70 |
2.900 2.860 |
| Acquisition | 20/05/2020 | Euronext Lisbon | 163 | 2.860 |
| Acquisition | 20/05/2020 | Euronext Lisbon | 378 | 2.850 |
| Acquisition | 21/05/2020 | Euronext Lisbon | 344 | 2.840 |
| Acquisition | 21/05/2020 | Euronext Lisbon | 690 | 2.840 |
| Acquisition | 21/05/2020 | Euronext Lisbon | 104 | 2.840 |
| Acquisition | 21/05/2020 | Euronext Lisbon | 3 | 2.840 |
| Acquisition Acquisition |
21/05/2020 21/05/2020 |
Euronext Lisbon Euronext Lisbon |
20 130 |
2.840 2.840 |
| Acquisition | 21/05/2020 | Euronext Lisbon | 709 | 2.840 |
| Acquisition | 25/05/2020 | Euronext Lisbon | 74 | 2.930 |
| Acquisition | 25/05/2020 | Euronext Lisbon | 926 | 2.930 |
| Acquisition | 27/05/2020 | Euronext Lisbon | 181 | 3.160 |
| Acquisition | 27/05/2020 | Euronext Lisbon | 1,779 | 3.150 |
| Acquisition | 29/05/2020 | Euronext Lisbon | 443 | 3.240 |
| Acquisition | 01/06/2020 | Euronext Lisbon | 1,100 | 3.310 |
| Acquisition | 01/06/2020 | Euronext Lisbon | 508 | 3.310 |

| Transaction | Date | Location | No. Shares | Price per Share (€) |
|---|---|---|---|---|
| Acquisition | 01/06/2020 | Euronext Lisbon | 592 | 3.310 |
| Acquisition | 03/06/2020 | Euronext Lisbon | 82 | 3.290 |
| Acquisition | 03/06/2020 | Euronext Lisbon | 1,718 | 3.290 |
| Acquisition | 05/06/2020 | Euronext Lisbon | 919 | 3.350 |
| Acquisition | 05/06/2020 | Euronext Lisbon | 1,909 | 3.350 |
| Acquisition | 08/06/2020 | Euronext Lisbon | 2,403 | 3.320 |
| Acquisition | 08/06/2020 | Euronext Lisbon | 298 | 3.310 |
| Acquisition | 08/06/2020 | Euronext Lisbon | 952 | 3.320 |
| Acquisition | 09/06/2020 | Euronext Lisbon | 750 | 3.320 |
| Acquisition | 09/06/2020 | Euronext Lisbon | 250 | 3.300 |
| Acquisition | 09/06/2020 | Euronext Lisbon | 400 | 3.300 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 380 | 3.240 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 520 | 3.240 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 120 | 3.230 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 1,580 | 3.230 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 624 | 3.230 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 400 | 3.230 |
| Acquisition | 11/06/2020 | Euronext Lisbon | 1,480 | 3.230 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 2,141 | 3.190 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 1,900 | 3.200 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 642 | 3.200 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 1,342 | 3.200 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 1,016 | 3.190 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 559 | 3.180 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 479 | 3.190 |
| Acquisition | 12/06/2020 | Euronext Lisbon | 1,921 | 3.150 |
| Acquisition | 15/06/2020 | Euronext Lisbon | 500 | 3.130 |
| Acquisition | 15/06/2020 | Euronext Lisbon | 429 | 3.130 |
| Acquisition | 16/06/2020 | Euronext Lisbon | 305 | 3.160 |
| Acquisition | 16/06/2020 | Euronext Lisbon | 695 | 3.190 |
| Acquisition | 16/06/2020 | Euronext Lisbon | 700 | 3.180 |
| Acquisition | 18/06/2020 | Euronext Lisbon | 1,000 | 3.270 |
| Acquisition | 18/06/2020 | Euronext Lisbon | 424 | 3.250 |
| Acquisition | 19/06/2020 | Euronext Lisbon | 600 | 3.200 |
| Acquisition | 23/06/2020 | Euronext Lisbon | 250 | 3.200 |
| Acquisition | 23/06/2020 | Euronext Lisbon | 115 | 3.180 |
| Acquisition | 25/06/2020 | Euronext Lisbon | 250 | 3.100 |
| Acquisition | 25/06/2020 | Euronext Lisbon | 250 | 3.110 |
| Acquisition | 26/06/2020 | Euronext Lisbon | 44 | 3.150 |
| Acquisition | 26/06/2020 | Euronext Lisbon | 82 | 3.160 |
| Acquisition | 26/06/2020 | Euronext Lisbon | 674 | 3.150 |
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(Unaudited)
NOVABASE S.G.P.S., S.A.
(Page left intentionally blank)
| 2020 | ||
|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2020 | ||
| ● | Condensed Consolidated Interim Statement of Profit and Loss for the period of 6 months ended 30 June 2020 | |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2020 | ||
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2020 | ||
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2020 | 10 | |
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2020 | 11 |
| Note 1. Activity | 11 | |
| Note 2. Significant accounting policies | 11 | |
| Note 3. Critical accounting estimates and judgements | 12 | |
| Note 4. Segment information | 12 | |
| Note 5. Companies included in consolidation | 14 | |
| 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. Share Capital, share premium and treasury shares | 18 | |
| Note 12. Reserves and retained earnings | 18 | |
| Note 13. Non-controlling interests | 19 | |
| Note 14. Borrowings | 19 | |
| Note 15. Provisions | ||
| Note 16. Other non-current liabilities | 20 | |
| Note 17. Trade and other payables | 21 | |
| Note 18. Other gains/(losses) - net | 21 | |
| Note 19. Finance income | 21 | |
| Note 20. Finance costs | 21 | |
| Note 21. Income tax expense | 22 | |
| Note 22. Earnings per share | 22 | |
| Note 23. Related parties | 22 | |
| Note 24. Discontinued operations | 24 | |
| Note 25. Contingencies | 25 | |
| Note 26. Events after the reporting period | 25 | |
| Note 27. Note added for translation | 25 | |
| SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 27 | |
(Page left intentionally blank)
I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2020
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.20 | 31.12.19 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 10,043 | 11,965 |
| Intangible assets | 7 | 12,064 | 12,967 |
| Investments in associates | 245 | 169 | |
| Financial assets at fair value through profit or loss | 12,181 | 12,175 | |
| Debt securities | - | 403 | |
| Deferred tax assets | 8 | 9,062 | 9,585 |
| Other non-current assets | 2,338 | 1,908 | |
| Total Non-Current Assets | 45,933 | 49,172 | |
| Current Assets | |||
| Inventories | 30 | 34 | |
| Trade and other receivables | 9 | 42,230 | 78,428 |
| Accrued income | 5,130 | 3,843 | |
| Income tax receivable | 2,161 | 2,168 | |
| Derivative financial instruments | 14 | 24 | |
| Other current assets | 3,861 | 6,211 | |
| Debt securities | - | 2,793 | |
| Cash and cash equivalents | 10 | 74,949 | 48,755 |
| Total Current Assets | 128,375 | 142,256 | |
| Assets from discontinued operations | 24 | 451 | 460 |
| Total Assets | 174,759 | 191,888 | |
| Equity | |||
| Share capital | 11 | 54,638 | 54,638 |
| Treasury shares | 11 | (1,063) | (655) |
| Share premium | 11 | 226 | 226 |
| Reserves and retained earnings | 12 | (3,154) | (5,318) |
| Profit for the period | 4,819 | 20,400 | |
| Total Equity attributable to owners of the parent | 55,466 | 69,291 | |
| Non-controlling interests | 13 | 9,036 | 18,329 |
| Total Equity | 64,502 | 87,620 | |
| Liabilities | |||
| Non-Current Liabilities Borrowings |
14 | 25,479 | 21,281 |
| Provisions | 15 | 6,717 | 8,623 |
| Other non-current liabilities | 16 | 4,145 | 770 |
| Total Non-Current Liabilities | 36,341 | 30,674 | |
| Current Liabilities | |||
| Borrowings Trade and other payables |
14 17 |
9,789 36,152 |
9,081 39,635 |
| Income tax payable | 1,954 | 1,312 | |
| Derivative financial instruments | - | 17 | |
| Deferred income and other current liabilities | 17,647 | 14,854 | |
| Total Current Liabilities | 65,542 | 64,899 | |
| Liabilities from discontinued operations | 24 | 8,374 | 8,695 |
| Total Liabilities | 110,257 | 104,268 | |
| Total Equity and Liabilities | 174,759 | 191,888 | |
| THE CERTIFIED ACOUNTANT | THE BOARD OF DIRECTORS |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
| 6 M * | |||
|---|---|---|---|
| Note | 30.06.20 | 30.06.19 (*) | |
| 196 | |||
| 55,832 | |||
| - | (131) | ||
| (20,519) | (16,701) | ||
| (40,277) | (35,485) | ||
| 9 | 18 | 38 | |
| 18 | 2,571 | (34) | |
| (2,174) | (1,796) | ||
| 3,287 | 1,919 | ||
| 703 | |||
| (794) | |||
| (28) | |||
| - | 127 | ||
| 2,077 | 1,927 | ||
| 21 | (206) | (439) | |
| 1,871 | 1,488 | ||
| 24 | 3,202 | 778 | |
| 5,073 | 2,266 | ||
| 1,644 | |||
| 254 | 622 | ||
| 5,073 | 2,266 | ||
| 22 | 0.05 Euros | 0.03 Euros | |
| 0.10 Euros | 0.03 Euros | ||
| 0.16 Euros | 0.05 Euros | ||
| 0.05 Euros | 0.03 Euros | ||
| 0.10 Euros | 0.03 Euros | ||
| 0.16 Euros | 0.05 Euros | ||
| 4 4 19 20 Earnings per share from continuing and discontinued operations 22 22 22 22 22 |
(Amounts expressed in thousands of Euros) - 63,668 650 (1,831) (29) 4,819 |
(*) Restated to reflect continuing operations separately from discontinued operations (GTE Business and Collab) - see note 24.
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.20 | 30.06.19 | ||
| Profit for the period | 5,073 | 2,266 | ||
| Other comprehensive income for the period Items that may be reclassified to profit or loss |
||||
| Exchange differences on foreign operations, net of tax | 592 | (64) | ||
| Other comprehensive income for the period | 592 | (64) | ||
| Total comprehensive income for the period | 5,665 | 2,202 | ||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 5,124 | 1,612 | ||
| Non-controlling interests | 541 | 590 | ||
| 5,665 | 2,202 |
6 M * - period of 6 months ended
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock options reserves |
Exchange dif. Reserves operations |
on foreign and retained -controlling earnings |
Non interests |
Total Equity |
|
| Balance at 1 January 2019 | 15,701 | (188) | 43,560 | 3,140 | - | (7,830) | 12,443 | 13,754 | 80,580 | |
| Adjustment on initial application of IFRS 16 (net of tax) |
- | - | - | - | - | - | (1,084) | (47) | (1,131) | |
| Restated balance at 1 January 2019 | 15,701 | (188) | 43,560 | 3,140 | - | (7,830) | 11,359 | 13,707 | 79,449 | |
| Profit for the period | - | - | - | - | - | - | 1,644 | 622 | 2,266 | |
| Other comprehensive income for the period | - | - | - | - | - | (159) | 127 | (32) | (64) | |
| Total comprehensive income for the period | - | - | - | - | - | (159) | 1,771 | 590 | 2,202 | |
| Transactions with owners | ||||||||||
| Dividends | 12 | - | - | - | - | - | - | (4,654) | - | (4,654) |
| Transactions with owners | - | - | - | - | - | - | (4,654) | - | (4,654) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | ||||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | - | |
| Balance at 30 June 2019 | 15,701 | (188) | 43,560 | 3,140 | - | (7,989) | 8,476 | 14,297 | 76,997 | |
| 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 | 12, 13 | - | - | - | - | - | 305 | - | 287 | 592 |
| Total comprehensive income for the period | - | - | - | - | - | 305 | 4,819 | 541 | 5,665 | |
| Transactions with owners | ||||||||||
| Treasury shares movements | 11, 12 | - | (408) | - | - | - | - | (265) | - | (673) |
| Share-based payments | 12 | - | - | - | - | 12 | - | - | - | 12 |
| Change in consolidation perimeter | 13 | - | - | - | - | - | - | - | (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 | 12, 13 | - | - | - | - | - | 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 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
9
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.20 | 30.06.19 | ||
| Cash flows from operating activities | ||||
| Net cash from operating activities | 2,934 | 1,350 | ||
| Cash flows from investing activities | ||||
| Proceeds: | ||||
| Sale of subsidiaries, net of cash disposed of | 24 | 40,225 | - | |
| Sale of associates and other participated companies | 4 | 4 | ||
| Disposal of debt securities | 3,026 | - | ||
| Sale of property, plant and equipment | 64 | 2 | ||
| Interest received | 66 | 482 | ||
| Dividends received | 43 | - | ||
| 43,428 | 488 | |||
| Payments: | ||||
| Acquisition of subsidiaries | 24 | (3,456) | - | |
| Acquisition of assoc. and other participated companies | - | (381) | ||
| Loans granted to associates and participated companies | - | (99) | ||
| Acquisition of property, plant and equipment | (431) | (336) | ||
| Acquisition of intangible assets | (59) | (257) | ||
| (3,946) | (1,073) | |||
| Net cash from (used in) investing activities | 39,482 | (585) | ||
| Cash flows from financing activities | ||||
| Proceeds: | ||||
| Proceeds from borrowings | 14 (a) | 10,250 | 310 | |
| Transactions with non-controlling interests | - | 12 | ||
| 10,250 | 322 | |||
| Payments: | ||||
| Repayment of borrowings | 14 (a) | (2,938) | (2,134) | |
| Dividends paid and share capital reductions Transactions with non-controlling interests |
12 12 |
- (20,000) |
(4,654) - |
|
| Payment of lease liabilities | 14 (a) | (2,000) | (1,495) | |
| Interest paid | (590) | (485) | ||
| Purchase of treasury shares | 11, 12 | (673) | - | |
| (26,201) | (8,768) | |||
| Net cash used in financing activities | (15,951) | (8,446) | ||
| Cash and cash equivalents at 1 January | 10 | 48,782 | 63,643 | |
| Net increase (decrease) of cash and cash equivalents | 26,465 | (7,681) | ||
| Effect of exchange rate changes on cash and cash equiv. | (238) | (656) | ||
| Cash and cash equivalents at 30 June | 10 | 75,009 | 55,306 | |
| 6 M * - period of 6 months ended |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
10
Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2020
Novabase, Sociedade Gestora de Participações Sociais, S.A. - Public Company (hereinafter referred to as Novabase, Novabase Group or Group), with its 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.
The first half of 2020 was marked by the success in the execution of some M&A operations relevant to Novabase's 2019+ Strategy, of becoming a "Next-Gen IT Services Company":
(i) Acquisition of Vodafone Portugal, S.A.'s equity stake in Celfocus - Full ownership of Celfocus is a key element to the strategy, enabling the Group to allocate resources and explore synergies in a more efficient way;
(ii) Sale of Novabase's equity stake in Collab to the Swedish Netadmin System I Sverige AB - The divestment of this non-strategic asset in the Value Portfolio segment allows Novabase to generate value to fund Next-Gen strategy;
(iii) Adjustment to consideration on the sale of GTE Business to VINCI Energies Portugal, S.A. - The consideration obtained with this sale, concluded at the end of 2019, after price adjustments and the verification of the earn-out under the terms defined in the contract, increased to EUR 39.3 Million, generating an additional financial inflow to finance the Strategy and an adjustment to the capital gain of EUR 2.9 Million.
The 1st semester was also marked by the spread of Covid-19, the disease caused by the new coronavirus, declared as a pandemic by the World Health Organization on 11 March 2020. Since its inception, the Group has been monitoring carefully and permanently all developments related to the pandemic, having created a Contingency Coordinating Group for the management of this crisis, led by the CFO in alignment with the Management of each business. A contingency plan based on concrete and concerted actions was implemented, covering the entire organization, from the operational areas to the central structures, in all the Group's businesses, with 3 priorities defined:
(i) Ensure safety, health and well-being conditions for all individuals in the Novabase Community - Initially, all the bureaucratic processes were adapted in order to eliminate or minimise travel, and infrastructures were reinforced, which provided conditions for nearly 100% of employees to work remotely, ensuring both employee's safety and clients business operations continuity. More recently, Novabase offices were awarded with the COVID OUT by ISQ, after months of adaptation to respond to the new challenges of the Covid-19 pandemic context, and reopened to a limited number of people for a safe return;
(ii) Preserve the company's financial strength - Novabase has a solid customer base and a robust liquidity position. However, the pandemic uncertainty imposes a cautious treasury management in order to keep the company's financial resilience. In this context, the Board of Directors decided to revert its initial intention of proposing to the 2020 General Meeting of Shareholders a 0.85 €/share remuneration, maintaining the Strategic Update 2019+ commitment of distributing 1.5 €/share in 2019-2023;
(iii) Prepare the future - Novabase believes that difficulties also present opportunities, so it is also time to prepare for the future and to think what it takes to win in the "new normal", where digital economy is expected to play a relevant role.
In terms of human resources, since the beginning of the pandemic and until the present date, the number of confirmed cases within our workers is very limited, with a total of 14 confirmed cases, of which 12 already recovered, which gives us comfort that the protection measures that have been implemented were effective. In terms of financial performance, there were no relevant Covid-19 impacts to be noted in the 1st half of 2020.
Taking into account the events that have taken place so far, and even though the next few months remain surrounded by uncertainty regarding the evolution of the epidemiological situation and the measures implemented in the various countries, the Board of Directors considers that, the liquidity situation and the capital levels will be sufficient to continue Group's activity. Novabase remains confident due to its financial strength, talent and strategy, but cautious due to the uncertainty on the time of the pandemic and shape of the economic recovery. As far as we are able to anticipate, the M&A initiatives foreseen in the Strategic Plan are likely to be delayed due to current market volatility and attracting new customers may be more challenging due to the current travel restrictions, which could influence our prospects for growth in 2021. To this date, it is not possible to estimate the potential impacts on the Group's accounts. The key priority continues to be the implementation of all measures considered adequate to minimise the negative effects on the Group's operations, in line with the recommendations of the authorities and on all stakeholders' best interest.
Novabase is listed on the Euronext Lisbon.
These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors on 17 September 2020. In the opinion of the Board of Directors these financial statements fairly present the Group operations, as well as its financial position, financial performance and cash flows.
The condensed consolidated interim financial statements for the period of six months ended 30 June 2020 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 2019, which have been prepared in accordance with IFRS's, as adopted by the European Union (EU).
These financial statements are presented in thousands of euros (EUR thousand).
These financial statements have not been audited.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2019, as described in those financial statements, except for the adoption of new standards, amendments and interpretations, effective as of 1 January 2020, and including an explanation of the events and relevant changes for the understanding of variations in the financial position and Group performance since the last annual report. Thus, some of the notes from the 2019 annual report are omitted because no changes occurred, or they are not materially relevant for the understanding of the interim financial statements.
Novabase Group's activity does not have, on a biannual basis, any significant seasonality.
As mentioned in the consolidated financial statements of the 2019 annual report, note 3 - Financial risk management policy, the Group, as a result of its normal activity, is exposed to several risks which are monitored and mitigated throughout the year. During the first six months of 2020, and despite the context of the Covid-19 pandemic, there were no material changes in addition to the notes detailed below, that could significantly change the assessment of the risks to which the Group is exposed to.
| IASB Standard or IFRIC Interpretation endorsed by EU | Issued in | EU Regulat. |
|---|---|---|
| Conceptual Framework, 'Amendments for Financial Reporting (IFRS)'; Changes to various | ||
| standards and interpretations: IFRS 2, IFRS 3, IFRS 6, IAS 1, IAS 8, IAS 34, IAS 37, IAS 38, | ||
| IFRIC 12, IFRIC 19, IFRIC 20, IFRIC 22, SIC 32 | 29/Mar/18 No. 2075/2019 | |
| IAS 1 and IAS 8 (amendment), 'Definition of material' | 31/Oct/18 No. 2104/2019 | |
| IFRS 9, IAS 39 and IFRS 7 (amendment), 'Interest rate benchmark reform' | 26/Sep/19 | No. 34/2020 |
| IFRS 3 (amendment), 'Definition of a business' | 22/Oct/18 | No. 551/2020 |
No standard, interpretation or amendment to existing standard applied by the Group for the first time in this period had a significant impact on its financial statements.
The preparation of interim financial statements requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. 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 that applied to the consolidated financial statements for the year ended 31 December 2019, considering the below mentioned about the Covid-19 pandemic.
On the present date, and taking into account the information in Note 1 - Activity and in Note 4 - Critical accounting estimates and judgements disclosed in the consolidated financial statements of the 2019 annual report, the Group does not foresee any changes in the most relevant estimates, namely in what concerns to goodwill impairment, fair value of financial instruments, impairment of financial assets and provisions.
Novabase's activity is aggregated into 2 operating segments:
As described in note 1 - Activity, in the 1st half of 2020, Novabase sold its equity stake in Collab to the Swedish Netadmin System I Sverige AB. By the end of 2019, Novabase had disposed its GTE Business to VINCI Energies Portugal, S.G.P.S., S.A.. The sales of Collab and GTE Business fall within the scope of the 2019+ Strategy, and combined represented a divestment of over 60% of Value Portfolio segment Turnover (based on 2018 accounts). Thus, the figures presented in the 1st semester of 2019 were restated to reflect continuing operations separately from discontinued operations, as follows:
| Value | GTE | Value | |
|---|---|---|---|
| Portfolio | and Collab | Portfolio | |
| At 30 June 2019 | (disclosed) | (restated) | |
| Total segment sales and services rendered | 46,971 | 19,301 | 27,670 |
| Inter-segment sales and services rendered | 13,042 | 594 | 12,448 |
| Sales and services rendered | 33,929 | 18,707 | 15,222 |
| Depreciation and amortisation | (1,482) | (243) | (1,239) |
| Operating Profit / (Loss) | 2,246 | 1,025 | 1,221 |
| Finance results | - | (31) | 31 |
| Share of loss of associates | (28) | - | (28) |
| Gain on net monetary position | 127 | - | 127 |
| Income tax expense | (665) | (216) | (449) |
| Profit/(Loss) from operations | 1,680 | 778 | 902 |
| Other information: | |||
| (Provisions) / Provisions reversal | 397 | 297 | 100 |
| Net impairment losses on trade and other receivables | 138 | 105 | 33 |
Revenues from operating segments, as well as other measures of profit or loss and material items within the consolidated statement of profit and loss, can be analysed as follows:
| Value | |||
|---|---|---|---|
| Portfolio | Next-Gen | Novabase | |
| At 30 June 2019 | (restated) | (restated) | |
| Total segment sales and services rendered | 27,670 | 50,450 | 78,120 |
| Inter-segment sales and services rendered | 12,448 | 9,644 | 22,092 |
| Sales and services rendered | 15,222 | 40,806 | 56,028 |
| Depreciation and amortisation | (1,239) | (557) | (1,796) |
| Operating Profit / (Loss) | 1,221 | 698 | 1,919 |
| Finance results | 31 | (122) | (91) |
| Share of loss of associates | (28) | - | (28) |
| Gain on net monetary position | 127 | - | 127 |
| Income tax expense | (449) | 10 | (439) |
| Profit from continuing operations | 902 | 586 | 1,488 |
| Profit from discontinued operations (note 24) | 778 | - | 778 |
| Other information: | |||
| (Provisions) / Provisions reversal | 100 | - | 100 |
| Net impairment losses on trade and other receivables | 33 | 5 | 38 |
| Value | |||
| Portfolio | Next-Gen | Novabase | |
| At 30 June 2020 | |||
| Total segment sales and services rendered | 26,850 | 50,853 | 77,703 |
| Inter-segment sales and services rendered | 8,749 | 5,286 | 14,035 |
| Sales and services rendered | 18,101 | 45,567 | 63,668 |
| Depreciation and amortisation | (1,283) | (891) | (2,174) |
| Operating Profit / (Loss) | 1,184 | 2,103 | 3,287 |
| Finance results | (752) | (429) | (1,181) |
| Share of loss of associates | (29) | - | (29) |
| Gain on net monetary position | - | - | - |
| Income tax expense | - | (206) | (206) |
| Profit from continuing operations | 403 | 1,468 | 1,871 |
| Profit from discontinued operations (note 24) | 3,202 | - | 3,202 |
| Other information: | |||
|---|---|---|---|
| (Provisions) / Provisions reversal | 88 | 1,645 | 1,733 |
| Net impairment losses on trade and other receivables | 27 | (9) | 18 |
Management monitors Turnover by geography. These amounts are calculated based on the location of the client where the project is delivered.
Sales and services rendered, by geography, in 1st half of 2019, are analysed as follows:
| Europe & | ||||
|---|---|---|---|---|
| Portugal | Middle East | Others | Novabase | |
| Sales and services rendered | 23,567 | 29,890 | 2,571 | 56,028 |
Sales and services rendered, by geography, in 1st half of 2020, are analysed as follows:
| Portugal | Middle East | Others | Novabase | |
|---|---|---|---|---|
| Sales and services rendered | 27,844 | 31,610 | 4,214 | 63,668 |
The companies consolidated by the full method, as at 30 June 2020, were the following:
| Holding Company | Principal place Share capital |
% Interest held | ||
|---|---|---|---|---|
| and Subsidiaries | of business | 30.06.20 | 30.06.20 | 31.12.19 |
| Parent company: | ||||
| Novabase S.G.P.S., S.A. | Portugal | 54,638,426 € | - | - |
| Next-Gen: | ||||
| Novabase E.A., S.A. | Portugal | 150,000 € | 100.0% | 100.0% |
| (a1) CelFocus, S.A. | Portugal | 100,000 € | 100.0% | 55.0% |
| Novabase Solutions Middle East FZ-LLC | Dubai | 699,670 € | 100.0% | 100.0% |
| (a1) Celfocus B. T. T. H. T. Limited Ş. | Turkey | 100,000 TRY | 100.0% | 55.0% |
| (a1) Celfocus LTD | UK | 15,000 GBP | 100.0% | 55.0% |
| (a1) Celfocus B.V. | The Netherlands | 20,000 € | 100.0% | 55.0% |
| Novabase Business Solutions, S.A. | Portugal | 3,366,000 € | 100.0% | 100.0% |
| Binómio, Lda. | Portugal | 2,626 € | 100.0% | 100.0% |
| Value Portfolio: | ||||
| (*) NBMSIT, Sist. de Inf. e Tecnol., S.A. |
Mozambique | 8,235,000 MZN | 74.0% | 74.0% |
| Novabase Neotalent, S.A. | Portugal | 52,630 € | 95.0% | 95.0% |
| (b1) Novabase Neotalent España S.A.U | Spain | 1,000,000 € | 95.0% | 95.0% |
| NBASIT-Sist. de Inf. e Telecomunic., S.A. | Angola | 47,500,000 AOA | 49.4% | 49.4% |
| Novabase Capital S.C.R., S.A. | Portugal | 2,500,000 € | 100.0% | 100.0% |
| FCR NB Capital Inovação e Internacionalização | - | 11,360,000 € | 51.6% | 51.6% |
| FCR Novabase Capital +Inovação | - | 7,021,278 € | 53.1% | 53.1% |
| (c1) COLLAB – Sol. I. Com. e Colab., S.A. | Portugal | - | 77.8% | |
| Novabase Consulting S.G.P.S., S.A. | Portugal | 11,629,475 € | 100.0% | 100.0% |
| NBASE S.G.P.S., S.A. | Portugal | 328,125 € | 100.0% | 100.0% |
| NOVABASE IMS 2, S.A. | Portugal | 220,500 € | 100.0% | 100.0% |
| TVLab, S.A. | Portugal | 52,517 € | 70.0% | 70.0% |
| Nbase International Investments B.V. | The Netherlands | 1,220,800 € | 100.0% | 100.0% |
| Novabase Shared Services: | ||||
| Novabase Serviços, S.A. | Portugal | 50,000 € | 100.0% | 100.0% |
(*) Novabase discontinued the activity in this subsidiary since late 2019, following the sale agreement of its GTE Business to VINCI Energies Portugal, S.G.P.S., S.A. (note 24).
In the 1st half of 2020, the following changes occurred in the consolidation perimeter:
(a1) Acquisition of the remaining financial holding of 45.003% in CelFocus, S.A. and, consequently, of the remaining financial holding in Celfocus B. T. T. H. T. Limited Ş., in Celfocus LTD and in Celfocus B.V..
(b1) In 2019, this company had the designation of Novabase Sistemas de Informacion, S.A..
(c1) Following the sale and purchase agreement entered into with Netadmin System i Sverige AB on 19 March 2020 (see note 24), the Group sold all shares representing COLLAB - Sol. I. Com. And Colab., S.A. share capital, held in 72.45% by Novabase Business Solutions, S.A. and in 17.75% by Fundo Capital Risco NB Capital.
The company included in the consolidation using the equity method, as at 30 June 2020, under the Value Portfolio segment, was the following:
| Associates | Principal placeShare capital | % Interest held | Net Profit | |||
|---|---|---|---|---|---|---|
| of business | 30.06.20 | 30.06.20 | 31.12.19 | 30.06.20 | 30.06.20 | |
| Fundo Capital Risco NB Capital | Portugal | 7,142,857 € | 30.0% | 30.0% | 856 | 254 |
The amounts presented under 'Property, plant and equipment' caption 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 2020, was as follows:
| Buildings and | Basic Transport |
Furniture, fit. Other tangible | |||||
|---|---|---|---|---|---|---|---|
| other constr. | equipment | equipment | and equip. | assets | Total | ||
| Cost | 31,090 | 7,661 | 2,728 | 1,771 | 11 | 43,261 | |
| Accumulated depreciation | (22,064) | (6,083) | (1,624) | (1,514) | (11) | (31,296) | |
| Net book value at 31 December 2019 | 9,026 | 1,578 | 1,104 | 257 | - | 11,965 | |
| 1st half of 2020 | |||||||
| Net book value at 1 January | 9,026 | 1,578 | 1,104 | 257 | - | 11,965 | |
| Acquisitions / increases | 687 | 367 | 92 | 36 | 1 | 1,183 | |
| Write-offs / disposals | (763) | (53) | (404) | (5) | - | (1,225) | |
| Transfers | 73 | - | - | 28 | - | 101 | |
| Change in consolidation perimeter (note 24) | - | - | - | (3) | - | (3) | |
| Exchange differences | - | - | - | (2) | - | (2) | |
| Depreciation | (1,431) | (329) | (183) | (33) | - | (1,976) | |
| Balance at the end of the period | 7,592 | 1,563 | 609 | 278 | 1 | 10,043 | |
| Cost | 31,051 | 7,763 | 1,829 | 1,773 | 12 | 42,428 | |
| Accumulated depreciation | (23,459) | (6,200) | (1,220) | (1,495) | (11) | (32,385) | |
| Net book value at 30 June 2020 | 7,592 | 1,563 | 609 | 278 | 1 | 10,043 |
In the first half of 2020, the acquisitions of property, plant and equipment are essentially of right-of-use assets (see details in the following table) and basic equipment. The acquisitions of right-of-use assets are mainly of 'Buildings and other constructions', in the amount of EUR 660 thousand, and refer to a new lease agreement with an estimated lease term of 60 months, in the amount of EUR 616 thousand, being the remaining amount related to the remeasurement of existing contracts that depend on an index or rate.
The write-offs are essentially of right-of-use assets, in the amount of EUR 1,168 thousand, of which EUR 763 thousand in 'Buildings and other constructions' and EUR 405 thousand in 'Transport equipment'. The first are related to the change of the term in 2 offices lease agreements with termination options without penalties, and the second with vehicles previously allocated to the GTE Business and Collab.
Depreciation recognised in profit and loss and included in 'Depreciation and amortisation' amounts to EUR 1,976 thousand (30.06.19: EUR 1,727 thousand), and included in 'Profit from discontinued operations' amounts to EUR 0 thousand (30.06.19: EUR 92 thousand).
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 |
27,858 (19,178) |
2,621 (1,516) |
30,479 (20,694) |
| Net book value at 31 December 2019 | 8,680 | 1,105 | 9,785 |
| 1st half of 2020 | |||
| Net book value at 1 January Acquisitions / increases Write-offs Depreciation |
8,680 660 (763) (1,400) |
1,105 92 (405) (183) |
9,785 752 (1,168) (1,583) |
| Balance at the end of the period | 7,177 | 609 | 7,786 |
| Cost Accumulated depreciation |
27,720 (20,543) |
1,767 (1,158) |
29,487 (21,701) |
| Net book value at 30 June 2020 | 7,177 | 609 | 7,786 |
The movement in the net book value of intangible assets, during the 1st half of 2020, was as follows:
| Intern. gener. Ind. prop. and | Work in | ||||
|---|---|---|---|---|---|
| intang. assets other rights | progress | Goodwill | Total | ||
| Cost Accumulated amortisation |
13,622 (12,790) |
11,439 (11,077) |
272 - |
11,501 - |
36,834 (23,867) |
| Net book value at 31 December 2019 | 832 | 362 | 272 | 11,501 | 12,967 |
| 1st half of 2020 | |||||
| Net book value at 1 January Acquisitions / increases Transfers Change in consolidation perimeter (note 24) Amortisation |
832 - - (429) (137) |
362 - - - (112) |
272 59 (101) (183) - |
11,501 - - - - |
12,967 59 (101) (612) (249) |
| Balance at the end of the period | 266 | 250 | 47 | 11,501 | 12,064 |
| Cost Accumulated amortisation |
10,549 (10,283) |
11,439 (11,189) |
47 - |
11,501 - |
33,536 (21,472) |
| Net book value at 30 June 2020 | 266 | 250 | 47 | 11,501 | 12,064 |
The amount of amortisation recognised in profit and loss and included in 'Depreciation and amortisation' is EUR 198 thousand (30.06.19: EUR 69 thousand), and included in 'Profit from discontinued operations' is EUR 51 thousand (30.06.19: EUR 151 thousand).
Movements in the deferred tax assets were as follows:
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Balance at 1 January | 9,585 | 10,048 |
| Adjustment on initial application of IFRS 16 | - | 301 |
| Profit or loss charge | 657 | 438 |
| Other comprehensive income charge | - | 136 |
| Exchange differences | - | (4) |
| Tax related to net invest. in foreign entities of discont. op. | - | 829 |
| Change in consolidation perimeter (note 24) | (1,180) | (2,163) |
| Balance at the end of the period | 9,062 | 9,585 |
The amount recognised in profit and loss and included in 'Income tax expense' is EUR 664 thousand (30.06.19: EUR -551 thousand), and included in 'Profit from discontinued operations' is EUR -7 thousand (30.06.19: EUR 201 thousand).
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 2019 | (781) | 9,516 | 1,313 | 10,048 |
| Adjustment on initial application of IFRS 16 Profit or loss charge |
301 (487) |
- 599 |
- 326 |
301 438 |
| Other comprehensive income charge | 136 | - | - | 136 |
| Exchange differences | (4) | - | - | (4) |
| Tax related to net invest. in foreign entities of discont. op. | 829 | - | - | 829 |
| Change in consolidation perimeter | 2 | (2,047) | (118) | (2,163) |
| Balance at 31 December 2019 | (4) | 8,068 | 1,521 | 9,585 |
| Profit or loss charge | 908 | (12) | (239) | 657 |
| Change in consolidation perimeter | - | (1,059) | (121) | (1,180) |
| Balance at 30 June 2020 | 904 | 6,997 | 1,161 | 9,062 |
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Trade receivables | 36,018 | 37,558 |
| Impairment allowance for trade receivables | (1,062) | (1,154) |
| 34,956 | 36,404 | |
| Financial holdings disposal (note 24) | 655 | 36,000 |
| Capital subscribers of 'Fundo de Capital de Risco NB Capital +Inovação' | 2,469 | 2,469 |
| Value added tax | 2,325 | 1,789 |
| Receivables from financed projects | 1,586 | 1,663 |
| Prepayments to suppliers | 406 | 159 |
| Employees | 124 | 64 |
| Other receivables | 766 | 941 |
| Impairment allowance for other receivables | (1,057) | (1,061) |
| 7,274 | 42,024 | |
| 42,230 | 78,428 |
Movements in impairment allowances for trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.20 | 31.12.19 | 30.06.20 | 31.12.19 | 30.06.20 | 31.12.19 | |
| Balance at 1 January | 1,154 | 2,212 | 1,061 | 1,142 | 2,215 | 3,354 |
| Impairment | 81 | 285 | - | - | 81 | 285 |
| Impairment reversal | (103) | (794) | (4) | (9) | (107) | (803) |
| Exchange differences | (33) | (100) | - | (25) | (33) | (125) |
| Write-offs | (8) | (62) | - | (47) | (8) | (109) |
| Change in consolidation perimeter | (29) | (387) | - | - | (29) | (387) |
| Balance at the end of the period | 1,062 | 1,154 | 1,057 | 1,061 | 2,119 | 2,215 |
Impairment and impairment reversal of trade and other receivables recognised in profit and loss and included in 'Net impairment losses on trade and other receivables' is EUR 18 thousand (30.06.19: EUR 38 thousand), and included in 'Profit from discontinued operations' is EUR 8 thousand (30.06.19: EUR 105 thousand).
With reference to the statement of cash flows, the detail and description of cash and cash equivalents is analysed as follows:
| 30.06.20 | 31.12.19 | |
|---|---|---|
| - Cash | 13 | 15 |
| - Short-term bank deposits | 74,996 | 48,767 |
| Cash and cash equivalents at the end of period | 75,009 | 48,782 |
| - Impairment allowance of short-term bank deposits | (60) | (27) |
| Cash and cash equivalents | 74,949 | 48,755 |
Movements in impairment allowance of short-term bank deposits are analysed as follows:
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Balance at 1 January | 27 | 29 |
| Impairment (note 20) | 52 | 10 |
| Impairment reversal (note 19) | (19) | (12) |
| Balance at the end of the period | 60 | 27 |
The Impairment allowance of short-term bank deposits recognised in profit and loss and included in 'Finance costs' is EUR 52 thousand (30.06.19: EUR 5 thousand), and included in 'Profit from discontinued operations' is EUR 0 thousand (30.06.19: EUR 0 thousand). The impairment reversal recognised in profit and loss and included in 'Finance income' is EUR -19 thousand (30.06.19: EUR -4 thousand), and included in 'Profit from discontinued operations' is EUR 0 thousand (30.06.19: EUR -4 thousand).
The share capital at 30 June 2020, fully subscribed and paid of 54,638,425.56 Euros, is represented by 31,401,394 shares with a nominal value of 1.74 Euros each.
| No. Shares (thousands) |
Share capital |
Treasury shares |
Share premium |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2019 | 31,401 | 15,701 | (188) | 43,560 | 59,073 |
| Share capital reduction | - | (4,397) | - | - | (4,397) |
| Share capital increase | - | 43,334 | (467) | (43,334) | (467) |
| Balance at 31 December 2019 | 31,401 | 54,638 | (655) | 226 | 54,209 |
| Treasury shares purchased | - | - | (408) | - | (408) |
| Balance at 30 June 2020 | 31,401 | 54,638 | (1,063) | 226 | 53,801 |
At 31 December 2019, Novabase S.G.P.S. held 376,611 treasury shares, representing 1.20% of its share capital.
On 14 January 2020, Novabase started trading in the context of the own shares buy-back program ("Buy-back Program"), pursuant to the terms and limitations set forth in the Extraordinary General Meeting of Shareholders of Novabase, that took place on the 26th of September 2019. During the 1st half of 2020, under this programme, the Company acquired on the market 234,464 own shares at the average price of 2.87 Euros. As a result of these acquisitions, at 30 June 2020, Novabase S.G.P.S. held 611,075 treasury shares, representing approximately 1.95% of its share capital.
The movements in the reserves and retained earnings are analysed as follows:
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Balance at 1 January | (5,318) | 3,016 |
| Adjustment on initial application of IFRS 16 (net of tax) | - | (1,084) |
| Profit for the previous year | 20,400 | 4,737 |
| Share capital reduction | - | 53 |
| Share capital increase | - | 467 |
| Payment of dividends / shareholder remuneration | - | (15,823) |
| Exchange differences on foreign operations | 305 | 293 |
| Purchase and sale of treasury shares | (265) | - |
| Share-based payments | 12 | 7 |
| Transactions with non-controlling interests | (18,288) | - |
| Transfer of the exchange difference on foreign operations to profit from disc. operations | - | 3,016 |
| Balance at the end of the period | (3,154) | (5,318) |
On 30 March 2020, the Board of Directors has decided to revert its initial intention, disclosed to the market on 20 February 2020, of proposing to the Annual General Meeting of 2020 the distribution of approximately EUR 26,691 thousand to the shareholders by means of the reduction of the share capital of Novabase in the same amount, which would represent a remuneration of 0.85 Euros per share, as a prevention measure that aim at ensuring the financial resilience of the Company and its competitiveness during and after the Covid-19 pandemic. The commitment assumed towards the shareholders, on 25 July 2019 upon disclosure of the Novabase Strategic Update 2019+, of distributing 1.5€/share in the period 2019-2023(*) remains but was postponed to a more suitable moment.
(*) Including amounts paid since 01.01.2019.
| 30.06.20 | 30.06.19 | |
|---|---|---|
| Payment of dividends / shareholders remuneration | - | 4,654 |
| Remuneration of the treasury shares held by the Company | - | 56 |
| - | 4,710 |
In the 1st half of 2020, the Group performed transactions with non-controlling interests (NCI), with the following impact:
| 30.06.20 | |||
|---|---|---|---|
| Total purchase consideration |
Carrying amount of NCI acquired |
Impact on equity attrib. to owners of the parent |
|
| Acquisition of 45.003% in CelFocus, S.A. | 27,450 | (9,162) | (18,288) |
| 27,450 | (9,162) | (18,288) |
On 24 April 2020, Novabase has entered into a sale and purchase agreement with Vodafone Portugal, S.A. ("Vodafone") to buy the shares representing Vodafone's equity stake in Celfocus, S.A., increasing its ownership from 55% to 100% (see note 5). The agreed purchase price for Vodafone's entire shareholding was EUR 20 Million. There may be an additional price adjustment of EUR 7.5 Million, to be paid for in services, which could raise the final purchase price to a maximum of EUR 27.5 Million, as a result of possible annual adjustments until 2023 related to service hiring guarantees of EUR 10 Million per year for three years given by Vodafone.
The carrying amount of Celfocus's net assets on the date of acquisition was EUR 20.4 Million. The agreed purchase price was fully paid on April, 30. The fair value of the contingent consideration arrangement, of EUR 7,450 thousand, was estimated calculating the present value of the future expected cash flows, based on a discount rate of 2.3% and assuming a probability of 100%. From this amount, the portion with a maturity of more than 12 months is included in 'Other non-current liabilities' (see note 16), and the remainder is recognised in 'Trade and other payables' (see note 17).
As the operation described above was a transaction with non-controlling interests in a subsidiary already controlled by the Group, the difference between the total consideration and the carrying amount of the net assets acquired was recorded in Equity attributable to owners of the parent, in the amount of EUR -18,288 thousand. The non-controlling interests decreased by EUR 9,162 thousand (note 13). To be noted that these amounts already include the transfer of the exchange difference on foreign operations regarding the subsidiaries Celfocus B. T. T. H. T. Limited Ş. and Celfocus LTD, from NCI to Equity attributable to owners of the parent, in the amount of EUR 145 thousand.
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Balance at 1 January | 18,329 | 13,754 |
| Adjustment on initial application of IFRS 16 (net of tax) | - | (47) |
| Transactions with non-controlling interests (note 12) | (9,162) | - |
| Distribution of dividends to non-controlling interests | - | (548) |
| Exchange differences on foreign operations | 287 | 322 |
| Profit attributable to non-controlling interests | 254 | 5,576 |
| Change in consolidation perimeter | (672) | (728) |
| Balance at the end of the period | 9,036 | 18,329 |
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 19,400 | 13,600 |
| Lease liabilities | 6,079 | 7,681 |
| 25,479 | 21,281 | |
| Current | ||
| Bank borrowings | 6,706 | 5,194 |
| Lease liabilities | 3,083 | 3,887 |
| 9,789 | 9,081 | |
| Total borrowings | 35,268 | 30,362 |
| 6 months or less |
6 to 12 months |
1 to 2 years |
2 to 5 years |
Over 5 years |
Total | |
|---|---|---|---|---|---|---|
| Bank borrowings | 2,937 | 2,257 | 4,400 | 9,200 | - | 18,794 |
| Lease liabilities | 2,069 | 1,818 | 3,301 | 4,380 | - | 11,568 |
| Balance at 31 December 2019 | 5,006 | 4,075 | 7,701 | 13,580 | - | 30,362 |
| Bank borrowings | 3,506 | 3,200 | 5,900 | 13,500 | - | 26,106 |
| Lease liabilities | 1,668 | 1,415 | 2,583 | 3,496 | - | 9,162 |
| Balance at 30 June 2020 | 5,174 | 4,615 | 8,483 | 16,996 | - | 35,268 |
The weighted average effective interest rate of bank borrowings at the reporting date is 1.497% (31.12.19: 1.546%). In what concerns to the responsibilities associated with leases, these are presented above discounted of the future finance charges, amounting to EUR 704 thousand as at 30 June 2020 (31.12.19: EUR 1,041 thousand).
During the 1st half of 2020, the Group negotiated a new loan, in the amount of EUR 10 Million. In addition, loan repayments with other banking institutions in this period amounted to EUR 2.9 Million.
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Cash and cash equivalents (amount before impairment losses) | 75,009 | 48,782 |
| Borrowings - repayable within one year (including overdrafts) | (9,789) | (9,081) |
| Borrowings - repayable after one year | (25,479) | (21,281) |
| Net debt | 39,741 | 18,420 |
| Cash and cash equivalents |
Bank borrow. Bank borrow. due within 1 year |
due after 1 year |
Lease liabilities due within 1 year |
Lease liabilities due after 1 year |
Net debt |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2019 | 63,643 | (4,959) | (6,294) | (1,361) | (7,066) | 43,963 |
| Cash flows Acquisitions - lease liabilities Effect of exchange rate changes Change in consolidation perimeter Other non-cash movements |
(5,747) - (2,179) (6,935) - |
4,959 - - - (5,194) |
(12,500) - - - 5,194 |
3,406 - - - (5,932) |
- (4,138) - - 3,523 |
(9,882) (4,138) (2,179) (6,935) (2,409) |
| Balance at 31 December 2019 | 48,782 | (5,194) | (13,600) | (3,887) | (7,681) | 18,420 |
| Cash flows Acquisitions - lease liabilities Effect of exchange rate changes Other non-cash movements |
26,465 - (238) - |
2,938 - - (4,450) |
(10,250) - - 4,450 |
2,000 (120) - (1,076) |
- (632) - 2,234 |
21,153 (752) (238) 1,158 |
| Balance at 30 June 2020 | 75,009 | (6,706) | (19,400) | (3,083) | (6,079) | 39,741 |
Movements in provisions for other risks and charges are analysed as follows:
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Balance at 1 January | 8,623 | 8,252 |
| Additional provisions (note 18) | - | 3,244 |
| Reversals / utilisations (note 18) | (1,733) | (2,844) |
| Exchange differences | - | (4) |
| Change in consolidation perimeter (note 24) | (173) | (25) |
| Balance at the end of the period | 6,717 | 8,623 |
In the 1st half of 2020, the Group reversed provisions for costs resulting from the alignment of labour capacity to the Strategy 2019+, in the amount of EUR 1,733 thousand. The related costs, of equal amount, were recognised in 'Employee benefit expense'.
The amount of provisions for other risks and charges recognised in profit and loss and included in 'Other gains/(losses) - net' is EUR -1,733 thousand (30.06.19: EUR 100 thousand), and included in 'Profit from discontinued operations' is EUR -31 thousand (30.06.19: EUR 297 thousand).
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Acquisition of financial interests | 3,380 | - |
| Research and development grants | 765 | 770 |
| 4,145 | 770 |
The caption 'Acquisition of financial interests' includes the portion of the contingent consideration for the acquisition of Celfocus S.A. with a maturity of more than 12 months (see note 12), in the amount of EUR 2,950 thousand. It also includes EUR 430 thousand related to a part of the consideration for the acquisition of the non-controlling interests of Novabase Digital, S.A., which preceded the sale of 100% of the GTE Business, whose payment is linked to the proceeds, of that same amount, from the buyer, as set out in the agreement (see note 24).
| 30.06.20 | 31.12.19 | |
|---|---|---|
| Trade payables | 5,211 | 8,215 |
| Remunerations, holiday and holiday and Christmas allowances | 10,436 | 7,531 |
| Bonus | 6,581 | 8,819 |
| Acquisition of financial holdings | 4,500 | 3,564 |
| Ongoing projects | 3,118 | 2,138 |
| Value added tax | 1,233 | 2,070 |
| Social security contributions | 1,323 | 2,123 |
| Income tax withholding | 1,041 | 1,404 |
| Employees | 172 | 105 |
| Stock options plan | 51 | 16 |
| Amount to be paid to non-controlling interests | 1 | 2 |
| Prepayments from trade receivables | 2 | 2 |
| Other accrued expenses | 2,358 | 3,364 |
| Other payables | 125 | 282 |
| 36,152 | 39,635 |
At 30 June 2020, the caption 'Acquisition of financial holdings' refers to the contingent consideration for the acquisition of Celfocus S.A. with a maturity of 12 months or less (see note 12).
| 30.06.20 | 30.06.19 | |
|---|---|---|
| Provisions for other risks and charges (note 15) Other operating income and expense |
1,733 838 |
100 (134) |
| 2,571 | (34) |
In the 1st half of 2020, the caption 'Other operating income and expense' includes EUR 409 thousand related to the receipt of the final amount claimed of unpaid invoices and compensation for breach of prior notice for termination of contract, within the scope of an old judicial process filed by the Group against the company Qimonda Portugal S.A..
| 30.06.20 | 30.06.19 | |
|---|---|---|
| Interest received | 101 | 103 |
| Foreign exchange gains | 349 | 545 |
| Fair value of financial assets adjustment | - | 11 |
| Dividends of financial assets (*) |
43 | - |
| Reversal of impairment losses on bank balances (note 10) | 19 | 4 |
| Reversal of impairment losses on debt securities | 138 | 40 |
| 650 | 703 |
(*) Dividends received on the investment in Globaleda, S.A..
| 30.06.20 | 30.06.19 |
|---|---|
| Interest expenses | |
| - Borrowings (223) |
(111) |
| - Lease liabilities (251) |
(217) |
| - Other interest | (1) (1) |
| Bank guarantees charges | (16) (14) |
| Bank services and commissions | (69) (67) |
| Foreign exchange losses (1,202) |
(349) |
| Fair value of financial assets adjustment | - (30) |
| Provisions for loans to related parties | - - |
| Impairment losses on bank balances (note 10) | (52) (5) |
| Other financial losses | (17) - |
| (1,831) | (794) |
'Financial costs' caption evolution in the first half of 2020 mainly reflects the increase of foreign exchange losses on a year-on-year basis. However, it is to be noted that, in the 1st half of 2019, the Group was still applying the net investment in foreign entities to its subsidiaries with a functional currency other than the Euro, having stopped this accounting from the 2nd half onwards, as disclosed in Note 2.5. of the consolidated financial statements for the year ended 31 December 2019.
The tax on the Group's earnings before taxes differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the consolidated entities as follows:
| 30.06.20 | 30.06.19 | |
|---|---|---|
| Earnings before taxes | 2,077 | 1,927 |
| Income tax expense at nominal rate (21% in 2020 and 2019) | 436 | 405 |
| Recognition of tax on the events of previous years | - | 6 |
| Dividends | (9) | - |
| Associates' results reported net of tax | 6 | 6 |
| Autonomous taxation | 172 | 210 |
| Results in companies where no deferred tax is recognised | 179 | 167 |
| Expenses not deductible for tax purposes | (704) | 230 |
| Differential tax rate on companies located abroad | (32) | (7) |
| Research & Development tax benefit | 11 | (859) |
| Municipal surcharge and State surcharge | 117 | 69 |
| Impairment of SIFIDE R&D | - | 200 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 30 | 12 |
| Income tax expense | 206 | 439 |
| Effective tax rate | 9.9% | 22.8% |
| 30.06.20 | 30.06.19 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,890,446 | 31,024,783 |
| Stock options adjustment | 150,466 | - |
| Adjusted weighted average number of ordinary shares in issue | 31,040,912 | 31,024,783 |
| Profit attributable to owners of the parent | 4,819 | 1,644 |
| Basic earnings per share (Euros per share) | 0.16 Euros | 0.05 Euros |
| Diluted earnings per share (Euros per share) | 0.16 Euros | 0.05 Euros |
| Profit from continuing operations attributable to owners of the parent | 1,617 | 866 |
| Basic earnings per share (Euros per share) | 0.05 Euros | 0.03 Euros |
| Diluted earnings per share (Euros per share) | 0.05 Euros | 0.03 Euros |
| Profit from discontinued operations attributable to owners of the parent | 3,202 | 778 |
| Basic earnings per share (Euros per share) | 0.10 Euros | 0.03 Euros |
| Diluted earnings per share (Euros per share) | 0.10 Euros | 0.03 Euros |
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, and companies related to them that provide management services to the Group (Autonomy Mastery and Purpose, S.A. and Groovesnore Investimentos Imobiliários, Lda.).
Remuneration assigned to the Board of Directors, other key management personnel and related companies providing management services to the Group, during the periods ended 30 June 2020 and 2019 (*), are as follows:
| 30.06.20 | 30.06.19 | |
|---|---|---|
| Short-term employee benefits | 763 | 1,288 |
| Other long-term benefits | 1,145 | 407 |
| Stock options granted | 47 | - |
| 1,955 | 1,695 |
(*) Towards the balance presented in June 2019, EUR 156 thousand were considered as part of discontinued operations, as such they were not included in this note.
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 2,126 thousand (31.12.19: EUR 1,542 thousand).
In addition, there are outstanding current account balances with key management personnel in the amount of EUR 13 thousand at 30 June 2020 (31.12.19: EUR 3 thousand).
Balances and transactions (**) with related parties are as follows:
| Trade and other receivables |
Trade and other payables |
|||
|---|---|---|---|---|
| 30.06.20 | 31.12.19 | 30.06.20 | 31.12.19 | |
| Associates | 47 | 142 | - | - |
| Other participated companies | 20 | 141 | - | - |
| Shareholders and other entities | - | - | - | - |
| 67 | 283 | - | - | |
| Impairment allowances for trade and other receivables | - | - |
| 67 | 283 | |||||
|---|---|---|---|---|---|---|
| Services rendered | Supplementary income | Purchases | ||||
| 30.06.20 | 30.06.19 | 30.06.20 | 30.06.19 | 30.06.20 | 30.06.19 | |
| Associates | 91 | 45 | - | - | - | - |
| Other participated companies | 70 | 43 | - | 6 | - | 35 |
| Shareholders and other entities | - | - | - | - | - | - |
| 161 | 88 | - | 6 | - | 35 |
(**) The transactions with related parties from the prior period were restated and reflect solely the transactions of continuing operations. In view of the amounts presented in June 2019, the following amounts with other participated companies were considered as part of the discontinued operations (therefore excluded from this note): EUR 122 thousand of Services rendered and EUR 600 thousand of Purchases.
In addition to the balances and transactions described in the tables above and below, no other balances or transactions exist with the Group's related parties.
| Non-current | |||
|---|---|---|---|
| 30.06.20 | 31.12.19 | ||
| 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 | |
| Shareholders and other entities | |||
| Loans to other shareholders | - | - | |
| 5,033 | 5,033 | ||
| Provisions for impairment of loans to related parties | (3,125) | (3,125) | |
| 1,908 | 1,908 |
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 "Application and Data Analytics" business for the Government, Transport and Energy ("GTE Business"), through the sale of the shares representing the entire share capital of Novabase Digital, S.A.. The agreed purchase price was of EUR 33 Million, to be paid on the completion date and subject to any eventual adjustments as foreseen in the agreement, to which a potential annual earn-out of EUR 3 Million might be accreted, depending on the final performance of the GTE Business in the financial year of 2019. The sale was substantially completed at the end of 2019 and, as a result, Novabase recorded, as at 31 December 2019, the gain on the sale of GTE Business to VEP, in the amount of EUR 11,956 thousand.
In the 1st half of 2020, the parties confirmed a net adjustment to the price initially paid by the purchaser and the verification of the earn-out. As such, the consideration obtained by Novabase after these events raised to EUR 39,252 thousand, resulting in an adjustment to the capital gain of EUR 2,939 thousand. The consideration obtained with the sale (revised) as well as the consideration to be paid by the Group for the previous acquisition of the 9.9% equity stake in Novabase Digital S.A. (condition precedent to the business), was entirely received and paid in this period, except for EUR 430 thousand retained by VINCI (and linked to the NCI acquisition), as established in the agreement. These balances, receivable and payable on equal amounts, were included in 'Other non-current assets' and 'Other non-current liabilities' (see note 16), respectively.
Additionally, on 19 March 2020, Novabase and Netadmin System i Sverige AB entered into a sale and purchase agreement for all shares representing COLLAB – Soluções Informáticas de Comunicação e Colaboração, S.A. share capital, subsidiary held in 72.45% by Novabase Business Solutions, S.A. and in 17.75% by Fundo Capital Risco NB Capital. The agreed initial purchase price was EUR 6 Million, to which a potential annual earn-out may be accreted, up to a maximum of three annual periods, depending on COLLAB's performance, as set out in the agreement.
The completion of the sale and purchase also occurred on this date, with the delivery of the shares against payment of part of the price (EUR 1,500 thousand were temporarily held by the purchaser, as foreseen in the sale and purchase agreement). Thus, Novabase recorded, in the 1st half of 2020, a gain on this transaction amounting to EUR 243 thousand, still subject to adjustments due to positive or negative price adjustment clauses agreed between the parties (see item E. for the details on this disposal).
The sales of Collab and GTE Business combined represented a divestment of over 60% of the Value Portfolio segment revenue (see note 4). Consequently, the comparatives were restated to reflect continuing operations separately from discontinuing operations.
Financial information relating to the discontinued operations for the 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 2019.
| 30.06.20 | 30.06.19 | |||
|---|---|---|---|---|
| GTE | COLLAB | GTE | COLLAB | |
| Revenue Expenses |
132 (131) |
1,025 (1,005) |
16,282 (14,654) |
2,560 (3,194) |
| Results from operating activities | 1 | 20 | 1,628 | (634) |
| Income tax | (1) | - | (309) | 93 |
| Results from operating activities, net of tax | - | 20 | 1,319 | (541) |
| Gain on sale of Business Income tax on gain on sale of Business |
2,939 - |
243 - |
- - |
- - |
| Profit from discontinued operations, net of tax | 2,939 | 263 | 1,319 | (541) |
Towards 31 December 2019, the following movements occurred in assets and liabilities from discontinued operations:
Additionally, the assets of the Mozambican subsidiary decreased to EUR 451 thousand (31.12.19: EUR 460 thousand) and the liabilities decreased to EUR 352 thousand (31.12.19: EUR 364 thousand).
| 30.06.19 | |||||
|---|---|---|---|---|---|
| GTE | COLLAB | IMS | Disc. Operat. | ||
| Net cash used in operating activities | (3,406) | (148) | - | (3,554) | |
| Net cash used in investing activities | (48) | (76) | - | (124) | |
| Net cash used in financing activities | (127) | (25) | - | (152) | |
| Net cash flow for the period | (3,581) | (249) | - | (3,830) |
| 30.06.20 | ||||
|---|---|---|---|---|
| GTE | COLLAB | IMS | Disc. Operat. | |
| Net cash used in operating activities | (1,561) | (395) | - | (1,956) |
| Net cash from investing activities | 35,366 | 1,403 | - | 36,769 |
| Net cash used in financing activities | (32) | (1) | (8) | (41) |
| Net cash flow for the period | 33,773 | 1,007 | (8) | 34,772 |
At 30 June 2020, Net cash from investing activities corresponds to the cash inflow from the sales of GTE Business and subsidiary Collab (net of cash disposed of).
| 30.06.20 | |
|---|---|
| Property, plant and equipment (note 6) | (3) |
| Intangible assets (note 7) | (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 15) | 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 | 3,260 |
| Cash to be received, net of estimated price adjustments (note 9) | 655 |
| Fair value of contingent consideration | - |
| Total disposal consideration | 3,915 |
| Carrying amount of net assets sold | (2,197) |
| Provision for Reps & Warranties | (1,580) |
| Gain on sale of the equity stake held by Fundo Capital Risco NB Capital | 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 will be receivable. At the time of the sale, no amount was considered for this contingent consideration.
Towards 31 December 2019, there were no significant changes in the judicial processes.
No events worthy of note happened until the date of conclusion of this report.
These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
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| Share Capital | Total Number of Shares / Quotas |
Number of Shares / Quotas held by Board Members at 31.12.19 |
Transactions | Number of Shares / Quotas held by Board Members at 30.06.20 |
% held by Board Members at 30.06.20 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 54,638,426 € | 31,401,394 | 12,652,542 | 0 | 12,652,542 | 40.3% |
| HNB - S.G.P.S., S.A. (a) | 10,501,589 | 0 | 10,501,589 | 33.4% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 0 | 2,097,613 | 6.7% | ||
| Francisco Paulo Figueiredo Morais Antunes | 30,335 | 0 | 30,335 | 0.1% | ||
| María del Carmen Gil Marín | 23,001 | 0 | 23,001 | 0.1% | ||
| Luís Paulo Cardoso Salvado | 1 | 0 | 1 | 0.0% | ||
| João Nuno da Silva Bento | 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% | ||
| Paulo Jorge de Barros Pires Trigo | 0 | 0 | 0 | 0.0% | ||
| Marta Isabel dos Reis da Graça Rodrigues do Nascimento | 0 | 0 | 0 | 0.0% | ||
| NBASIT - Sist. Inf e Telecomunicações, S.A. 47,500,000 AOA | 100,000 | 800 | 0 | 800 | 0.8% | |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| Luís Paulo Cardoso Salvado | 200 | 0 | 200 | 0.2% | ||
| Francisco Paulo Figueiredo Morais Antunes | 200 | 0 | 200 | 0.2% | ||
| CelFocus, S.A. | 100,000 € | 100,000 | 2 | (2) | 0 | 0.0% |
| José Afonso Oom Ferreira de Sousa | 1 | (1) | 0 | 0.0% | ||
| Paulo Jorge de Barros Pires Trigo | 1 | (1) | 0 | 0.0% | ||
| FeedZai, S.A. | 170,154 € | 21,768,183 | 112,500 | 0 | 112,500 | 0.5% |
| Pedro Miguel Quinteiro Marques de Carvalho | 112,500 | 0 | 112,500 | 0.5% |
Novabase reports as directors the company HNB - S.G.P.S., S.A. and the members of the board of directors of the Company.
(a) José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are the only shareholders of HNB - S.G.P.S., S.A., where they hold management positions.
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NOVABASE S.G.P.S., S.A.
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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 of Novabase, Sociedade Gestora de Participações Sociais, S.A., below identified declare, in the quality and scope of their duties as referred to therein, that, to the best of their knowledge and based on the information to which they had access within the Board of Directors:
(i) the information contained in the condensed consolidated interim financial statements and all other accounting documentation required by law or regulation, regarding the period of six months ended 30 June 2020, 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, 17 September 2020
Chairman of the Board of Directors Luís Paulo Cardoso Salvado
João Nuno Bento Executive member of the Board of Directors and CEO
Executive member of the Board of Directors and Value Portfolio COO Álvaro José da Silva Ferreira
Francisco Paulo Figueiredo Morais Antunes Executive member of the Board of Directors and CFO
María del Carmen Gil Marín Executive member of the Board of Directors and Value Portfolio COO
Paulo Jorge de Barros Pires Trigo Executive member of the Board of Directors and Next-Gen COO
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board of Directors
Non-Executive member of the Board of Directors Pedro Miguel Quinteiro Marques de Carvalho
Marta Isabel dos Reis da Graça Rodrigues do Nascimento Non-Executive member of the Board of Directors
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