Interim / Quarterly Report • Sep 19, 2019
Interim / Quarterly Report
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Privileged Information
Novabase © 2019 – All rights reserved
This presentation includes sector and forward-looking statements involving uncertainties that could cause actual data to differ materially from those indicated.
These statements relate only to this date of presentation, and Novabase assumes no obligation to update the information or to notify in the event that any question changes or is identified as incorrect, except when required by law or specific regulation.
Thus, neither Novabase, nor any of its subsidiaries, its administrators, members of the other corporate bodies or employees, make any declaration or commitment on the accuracy or completeness of the information and do not assume, therefore, any type of obligation or responsibility.
Financial reporting terms used in this Report are mostly in accordance with International Financial Reporting Standards (IFRS) but will include certain non-IFRS financial measures of our performance. Reconciliation of each of these non-IFRS financial measures to its most directly comparable IFRS financial measure can be found in the earnings release which is posted on the investor relations section of our website.
This presentation is provided for informational purposes only and does not constitute a document for the offer of securities, and its distribution or use by any person or entity is forbidden without prior authorization from Novabase.

Highlights 6M2019


High growth in Next-Gen IT creating huge opportunities worldwide
Unrealized business potential due to workforce shortage in the most developed economies (2020-2030)

(1) CAGR 2018-2013 Sources: Leading Strategic Consultant analysis through IDC, Gartner and Expert Interviews. 2018 State of European Tech Report - Atomico
IT needs The lack of IT resources in the market is a great opportunity for those who know how to attract, retain and train IT talent and master emerging technologies.

Portugal is a great source that doesn't absorb all the available talent for domestic

Novabase is the domestic leader – highly capable of attracting and retaining the most valuable IT talent

NEXT-GEN IT
Design & UX Insights Through Data Cloud native & scalable Digital Architecture API Exposure AI / Analytics Test Automation & Engineering Continuous Delivery Intelligent Operations
Focus on Europe and Middle East Multi Industry (starting with Telecom and Banking) Committed to Digital Looking for long term partnerships

Turnover: 148.7 M€ International: 54.4% EBITDA: 10.3 M€ (6.9%) NET Cash: 62 M€
Value Portfolio Next-Gen 35.5% International EBITDA: 6.8 M€ 9.5% Turnover: 76.6 M€ 72.4 % International EBITDA: 3.5 M€ 4.5%
(1) 12M2018 accounts. Include the transition to IFRS 15 with a one-time impact on Turnover and EBITDA (+6.5 MEur in Turnover 12M18 and +2.1MEur in EBITDA 12M18).
NEXT-GEN SEGMENT
Bulk of Transformation until 2021
90% international business in 2023
Double-digit EBITDA margin in 2023
Generate funds to support Next-Gen growth

Board of Directors to be enlarged with new executive member
João Nuno Bento Chief Executive Officer

Francisco Antunes Chief Financial Officer & Chief Legal Officer
Executive Board Members

Álvaro Ferreira Chief Operating Officer Value Portfolio

María Gil Chief Operating Officer Value Portfolio Chief Investors Officer & Chief Information Security Officer

Paulo Trigo (subject to proposal and approval @ Shareholders General Meeting) Chief Operating Officer Next-Gen

Focused on increasing visibility
Full disclosed half year reports enhanced with quarterly trading updates, with two P&L segments (Value Portfolio and Next-Gen)
Open webcasts to communicate relevant information
Proactive relation with capital market stakeholders (sell-side, buy-side,…)
Driven through value alignment
Management alignment through stock option plan supported by share buyback programme to be proposed and approved @ Shareholders General Meeting
Committed to shareholder remuneration
Dividends-policy cancelled by the Board in order to support growth in the Next-Gen segment…
But expected shareholder remuneration of 1.5 €/sh in 2019-2023(1) due to initial cash position and the rationale of sustainable growth & risk return for this transformation
Compelling Equity Story
(1) Including values payed from 01.01.2019 (0.15 €/sh paid in 03.06.2019 and 0.50 €/sh to be proposed to the Shareholders General Meeting.in 2019.


In the context of the new strategy for 2019+, Novabase reorganised its activities in 2019 in two new operating segments (Next-Gen and Value Portfolio). Therefore, the YoY information was restated for reporting and comparability purposes.
As of 1 January 2019, Novabase adopted IFRS16 – Leases, and has not restated comparative information, as provided by the standard. The main impacts of the adoption are disclosed in this presentation.
Total Turnover with 8% growth YoY led by Next-Gen segment (+14% YoY)
66% of Next-Gen Turnover generated outside Portugal
EBITDA increased 52% YoY, 13% excluding the positive effect of IFRS16
Net Profit increased 16% YoY
Net Cash of 55.7 M€
Talent pool of 2247 employees
Market capitalization at the end of 6M19 of 75.4 M€ implying a ttm Price to Sales of 0.48x

Segment growth rate 6M19 vs. 6M18


Next-Gen Segment
Value Portfolio Segment
Segment growth rate 6M19 vs. 6M18
EBI

in Next-Gen and 0.9 M€ in Value Portfolio).

Net Profit %
From EBITDA to Net Profit, to highlight:
Earnings per share (EPS) in 6M19 reached 0.05 euros per share.
(1) Negative effect of IFRS16 in 6M19 of 1.1 M€ in depreciation expense and 0.1 M€ in financial results.

Net Cash generation of 9.2 M€ in the last twelve months excluding shareholders remuneration and the payment of dividends to Non-controlling interests:
On June 3, 2019, Novabase paid its shareholders a total amount of 4.7 M€ (0.15 €/share) and 0.8 M€ to Non-controlling interests on December 2018.

Talent pool increased 10% YoY (2044 in 6M18).
Novabase Academy Program, the company's initiative focused on selecting and developing best talent from universities, contributed with 70 recent graduates in 6M19.
(1) Including holding / shared services representing 89 employees in 6M19

. .
In compliance with ESMA/2015/141en issued by European Securities and Markets Authority.
APMs used by Novabase are intended to provide additional information, more comprehensive and relevant to users, regarding the position and financial performance of the company. These APMs are applied consistently in all periods reflected in this release.
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 6M19 and prior period, is analysed as follows:
| 6M18 | 6M19 | |
|---|---|---|
| Cash and cash equivalents | 50,786 | 55,281 |
| Investment securities - Non-current | 11,841 | 7,742 |
| Investment securities - Current | 1,907 | 1,233 |
| Treasury shares held by the Company (*) | 1,024 | 904 |
| Bank borrowings - Non-current | (8,429) | (4,156) |
| Bank borrowings - Current | (5,166) | (5,273) |
| Net Cash | 51,963 | 55,731 |
(*) 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:
| 6M18 | 6M19 | |
|---|---|---|
| Treasury shares held by the Company (thousands) | 376.611 | 376.611 |
| Closing price on the last tradable day (€) | 2.720 | 2.400 |
| Treasury shares held by the Company (EUR thousand) | 1,024 | 904 |
This APM and all its components contain no estimates or judgments made by Management.
EBITDA provides information on the company's ability to generate resources through its operations, without taking into account the financial effects, taxes and other non-operational items, assisting in the analysis of the business performance.
Operating profit (EBIT) is simultaneously the item of the consolidated income statement more directly reconcilable and more relevant to this APM. Given that EBITDA is directly identifiable from the referred financial statement, no reconciliation is presented here.
The detail and breakdown of EBITDA is analysed as follows: EBIT - Depreciation and amortization - Restructuring costs
This APM includes a component that may require the use of estimates and judgments made by Management on future results ("Restructuring costs"). For the periods presented in this release, this item is null.
APMs used by Novabase are Net Cash and EBITDA.
| 30.06.19 | 31.12.18 | 30.06.19 | 30.06.18 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| ASSETS | CONTINUING OPERATIONS | |||||
| Tangible assets | 2,069 | 10,235 | Sale of goods | 320 | 115 | |
| Intangible assets | 16,102 | 16,065 | Cost of goods sold | (255) | (83) | |
| Right-of-use assets | 9,127 | - | ||||
| Financial investments | 4,536 | 4,120 | Gross margin | 65 | 32 | 103.1 % |
| Investment securities | 7,742 | 7,680 | ||||
| Deferred income tax assets | 10,037 | 10,048 | Other income | |||
| Other non-current assets | 1,743 | 1,644 | Services rendered | 74,415 | 68,960 | |
| Total Non-Current Assets | 51,356 | 49,792 | Supplementary income and subsidies | 85 | 189 | |
| Inventories | 30 | 33 | Other operating income | 213 | 398 | |
| Trade debtors and accrued income | 41,529 | 45,727 | 74,713 | 69,547 | ||
| Other debtors and prepaid expenses | 12,803 | 11,865 | ||||
| Derivative financial instruments | 20 | 26 | 74,778 | 69,579 | ||
| Investment securities | 1,233 | 1,198 | ||||
| Cash and cash equivalents | 55,281 | 63,614 | Other expenses | |||
| Total Current Assets | 110,896 | 122,463 | External supplies and services | (23,740) | (26,112) | |
| Employee benefit expense | (46,239) | (40,562) | ||||
| Assets for continuing operations | 162,252 | 172,255 | (Provisions) / Provisions reversal | 397 | 250 | |
| Net impairm. losses on financ. assets | 143 | 428 | ||||
| Assets for discontinued operations | - | - | Other operating expenses | (356) | (315) | |
| Total Assets | 162,252 | 172,255 | (69,795) | (66,311) | ||
| EQUITY | Gross Net Profit (EBITDA) | 4,983 | 3,268 | 52.5 % | ||
| Share capital | 15,701 | 15,701 | Restructuring costs | - | - | |
| Treasury shares | (188) | (188) | Operating Gross Net Profit | 4,983 | 3,268 | 52.5 % |
| Share premium | 43,560 | 43,560 | Depreciation and amortisation | (2,039) | (1,299) | |
| Reserves and retained earnings | 1,983 | 3,016 | ||||
| Net profit | 1,644 | 4,737 | Operating Profit (EBIT) | 2,944 | 1,969 | 49.5 % |
| Total Shareholders' Equity | 62,700 | 66,826 | Financial results | (150) | (924) | |
| Non-controlling interests | 14,297 | 13,754 | Gain on net monetary position | 127 | 172 | |
| Total Equity | 76,997 | 80,580 | Net Profit before taxes (EBT) | 2,921 | 1,217 | 140.0 % |
| LIABILITIES | Income tax expense | (655) | (277) | |||
| Bank borrowings | 4,156 | 6,294 | Net Profit from continuing operations | 2,266 | 940 | 141.1 % |
| Finance lease liabilities | - | 7,066 | ||||
| Lease liabilities | 7,634 | - | DISCONTINUED OPERATIONS | |||
| Provisions | 7,852 | 8,252 | Net Profit from discont. operations | - | - | |
| Other non-current liabilities | 1,317 | 990 | ||||
| Total Non-Current Liabilities | 20,959 | 22,602 | Non-controlling interests | (622) | 475 | |
| Bank borrowings | 5,273 | 4,959 | Attributable Net Profit | 1,644 | 1,415 | 16.2 % |
| Finance lease liabilities | - | 1,361 | ||||
| Lease liabilities | 3,175 | - | ||||
| Trade payables | 4,876 | 5,469 | ||||
| Other creditors and accruals | 32,091 | 34,930 | ||||
| Derivative financial instruments | 7 | 24 | ||||
| Deferred income | 18,811 | 22,267 | ||||
| Total Current Liabilities | 64,233 | 69,010 | ||||
| Total Liabilities for cont. operations | 85,192 | 91,612 | ||||
| Total Liabilities for discont. operations | 63 | 63 | ||||
| Total Liabilities | 85,255 | 91,675 | Other information: | |||
| Total Equity and Liabilities | 162,252 | 172,255 | Turnover EBITDA margin |
74,735 6.7 % |
69,075 4.7 % |
8.2 % |
| Net Cash | 55,731 | 62,000 | EBT % on Turnover Net profit % on Turnover |
3.9 % 2.2 % |
1.8 % 2.0 % |
|
| ASSETS CONTINUING OPERATIONS Tangible assets 2,069 10,235 Sale of goods 320 115 Intangible assets 16,102 16,065 Cost of goods sold (255) (83) Right-of-use assets 9,127 - Gross margin 65 32 103.1 % Financial investments 4,536 4,120 Investment securities 7,742 7,680 Deferred income tax assets 10,037 10,048 Other income Other non-current assets 1,743 1,644 Services rendered 74,415 68,960 Total Non-Current Assets 51,356 49,792 Supplementary income and subsidies 85 189 Other operating income 213 398 Inventories 30 33 74,713 69,547 Trade debtors and accrued income 41,529 45,727 Other debtors and prepaid expenses 12,803 11,865 74,778 69,579 Derivative financial instruments 20 26 Investment securities 1,233 1,198 |
(Thousands of Euros) | (Thousands of Euros) | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 55,281 | 63,614 | Other expenses | |||
| Total Current Assets 110,896 122,463 External supplies and services (23,740) (26,112) |
||||||
| Employee benefit expense (46,239) (40,562) |
||||||
| Assets for continuing operations 162,252 172,255 (Provisions) / Provisions reversal 397 250 |
||||||
| Net impairm. losses on financ. assets 143 428 |
||||||
| Assets for discontinued operations - - Other operating expenses (356) (315) |
||||||
| 162,252 172,255 (69,795) (66,311) Total Assets |
||||||
| Gross Net Profit (EBITDA) 4,983 3,268 52.5 % |
EQUITY | |||||
| Share capital 15,701 15,701 Restructuring costs - - |
||||||
| Treasury shares (188) (188) Operating Gross Net Profit 4,983 3,268 52.5 % |
||||||
| Share premium 43,560 43,560 Depreciation and amortisation (2,039) (1,299) |
||||||
| Reserves and retained earnings 1,983 3,016 |
||||||
| Operating Profit (EBIT) 2,944 1,969 49.5 % Net profit 1,644 4,737 |
||||||
| Total Shareholders' Equity 62,700 66,826 Financial results (150) (924) |
||||||
| Non-controlling interests 14,297 13,754 Gain on net monetary position 127 172 |
||||||
| Total Equity 76,997 80,580 |
||||||
| Net Profit before taxes (EBT) 2,921 1,217 140.0 % |
||||||
| Income tax expense (655) (277) |
LIABILITIES | |||||
| Net Profit from continuing operations 2,266 940 141.1 % Bank borrowings 4,156 6,294 |
||||||
| Finance lease liabilities - 7,066 |
||||||
| DISCONTINUED OPERATIONS Lease liabilities 7,634 - |
||||||
| Provisions 7,852 8,252 Net Profit from discont. operations - - |
||||||
| Other non-current liabilities 1,317 990 |
||||||
| Total Non-Current Liabilities 20,959 22,602 Non-controlling interests (622) 475 |
||||||
| Attributable Net Profit 1,644 1,415 16.2 % Bank borrowings 5,273 4,959 |
||||||
| Finance lease liabilities - 1,361 |
| Total Liabilities | 85,255 | 91,675 | Other information: | |||
|---|---|---|---|---|---|---|
| Total Equity and Liabilities | 162,252 | 172,255 | Turnover EBITDA margin |
74,735 6.7 % |
69,075 4.7 % |
8.2 % |
| EBT % on Turnover | 3.9 % | 1.8 % | ||||
| Net Cash | 55,731 | 62,000 | Net profit % on Turnover | 2.2 % | 2.0 % |
Novabase S.G.P.S., S.A. Public Company - Stock Code BVL: NBA.IN Share Capital 15,700,697.00 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 | |
|---|---|---|---|
| Sale of goods | 125 | 195 | 320 |
| Cost of goods sold | (124) | (131) | (255) |
| Gross margin | 1 | 64 | 65 |
| Other income | - | - | - |
| Services rendered | 33,804 | 40,611 | 74,415 |
| Supplementary income and subsidies Other operating income |
85 174 |
- 39 |
85 213 |
| 34,063 | 40,650 | 74,713 | |
| - 34,064 |
- 40,714 |
- 74,778 |
|
| Other expenses | - | - | - |
| External supplies and services | (5,507) | (18,233) | (23,740) |
| Employee benefit expense | (25,156) | (21,083) | (46,239) |
| (Provisions) / Provisions reversal | 397 | - | 397 |
| Net impairm. losses on financ. assets | 138 | 5 | 143 |
| Other operating expenses | (208) - (30,336) |
(148) - (39,459) |
(356) - (69,795) |
| Gross Net Profit (EBITDA) | - 3,728 |
- 1,255 |
- 4,983 |
| Depreciation and amortisation | - (1,482) |
- (557) |
- (2,039) |
| Operating Profit (EBIT) | 2,246 | 698 | 2,944 |
| Financial results Gain on net monetary position |
- (28) 127 |
- (122) - |
- (150) 127 |
| Net Profit / (Loss) before Taxes (EBT) | 2,345 | 576 | 2,921 |
| Income tax expense | - (665) |
- 10 |
- (655) |
| Non-controlling interests | 68 | (690) | (622) |
| Attributable Net Profit / (Loss) | 1,748 - |
(104) - |
1,644 - |
Other information :
| Turnover | 33,929 | 40,806 | 74,735 |
|---|---|---|---|
| EBITDA | 3,728 | 1,255 | 4,983 |
| EBITDA % on Turnover | 11.0% | 3.1% | 6.7% |
| EBT % on Turnover | 6.9% | 1.4% | 3.9% |
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 2019 (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 | Number of Shares |
% 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% |
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. 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
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. Bento and Pedro Miguel Quinteiro Marques de Carvalho, under the terms of the Shareholders Agreement concerning Novabase.
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 2019 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 2019:
| Holder1 | % 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% |
| 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 2019 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.

Pursuant to the terms and for the purposes of article 248.º-B of the Portuguese Securities Code, Novabase informs that:
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:
Novabase SGPS, S.A. Public Company - Euronext Code: NBA.AM Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa Share Capital: 15,700,697.00 Euros Corporate Tax Payer nº 502.280.182
(Unaudited)
NOVABASE S.G.P.S., S.A.
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| I. | 2019 | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June | 5 |
|---|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2019 | 6 | ||
| ● | Condensed Consolidated Interim Statement of Profit and Loss for the period of 6 months ended 30 June 2019 | 7 | |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2019 | 8 | ||
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2019 | 9 | ||
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2019 | 10 | ||
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2019 | 11 | |
| Note 1. General information | 11 | ||
| Note 2. Significant accounting policies | 11 | ||
| Note 3. Critical accounting estimates and judgements | 14 | ||
| Note 4. Segment information | 15 | ||
| Note 5. Companies included in consolidation | 16 | ||
| Note 6. Property, plant and equipment and intangible assets | 17 | ||
| Note 7. Financial assets at fair value through profit or loss | 17 | ||
| Note 8. Deferred tax assets | 18 | ||
| Note 9. Trade and other receivables | 18 | ||
| Note 10. Cash and cash equivalents | 19 | ||
| Note 11. Reserves and retained earnings | 19 | ||
| Note 12. Non-controlling interests | 19 | ||
| Note 13. Borrowings | 20 | ||
| Note 14. Provisions | 21 | ||
| Note 15. Trade and other payables | 21 | ||
| Note 16. Other gains/(losses) - net | 21 | ||
| Note 17. Finance income | 22 | ||
| Note 18. Finance costs | 22 | ||
| Note 19. Income tax expense | 22 | ||
| Note 20. Earnings per share | 23 | ||
| Note 21. Related parties | 23 | ||
| Note 22. Discontinued operations | 24 | ||
| Note 23. Contingencies | 24 | ||
| Note 24. Events after the reporting period | 24 | ||
| Note 25. Note added for translation | 25 | ||
| II. | SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 27 | |
| ● | Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. | 29 |
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2019
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.19 | 31.12.18 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 11,196 | 10,235 |
| Intangible assets | 6 | 16,102 | 16,065 |
| Investments in associates | 224 | 252 | |
| Financial assets at fair value through profit or loss | 7 | 4,312 | 3,868 |
| Investment securities | 7,742 | 7,680 | |
| Deferred tax assets | 8 | 10,037 | 10,048 |
| Other non-current assets | 21 iii) | 1, 743 |
1,644 |
| Total Non-Current Assets | 51,356 | 49,792 | |
| Current Assets | |||
| Inventories | 30 | 33 | |
| Trade and other receivables | 9 | 38,406 | 45,658 |
| Accrued income | 9,594 | 5,464 | |
| Income tax receivable | 2,841 | 2,619 | |
| Derivative financial instruments | 20 | 26 | |
| Other current assets | 3,491 | 3,851 | |
| Investment securities | 1,233 | 1,198 | |
| Cash and cash equivalents | 10 | 55,281 | 63,614 |
| Total Current Assets | 110,896 | 122,463 | |
| Assets from discontinued operations | 22 | - | - |
| Total Assets | 162,252 | 172,255 | |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (188) | ( 188) | |
| Share premium | 43,560 | 43,560 | |
| Reserves and retained earnings | 1,983 | 3,016 | |
| Profit for the period | 1,644 | 4,737 | |
| Total Equity attributable to owners of the parent | 62,700 | 66,826 | |
| Non-controlling interests | 12 | 14,297 | 13,754 |
| Total Equity | 76,997 | 80,580 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 13 | 11,790 | 13,360 |
| Provisions | 14 | 7,852 | 8,252 |
| Other non-current liabilities | 1,317 | 990 | |
| Total Non-Current Liabilities | 20,959 | 22,602 | |
| Current Liabilities | |||
| Borrowings | 13 | 8,448 | 6,320 |
| Trade and other payables | 15 | 36,950 | 40,399 |
| Income tax payable | 17 | - | |
| Derivative financial instruments Deferred income and other current liabilities |
7 18,811 |
24 22,267 |
|
| Total Current Liabilities | 64,233 | 69,010 | |
| Liabilities from discontinued operations | 22 | 63 | 63 |
| Total Liabilities | 85,255 | 91,675 | |
| Total Equity and Liabilities | 162,252 | 172,255 | |
| THE CERTIFIED ACOUNTANT | THE BOARD OF DIRECTORS |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
| 6 M * | ||
|---|---|---|
| Note | 30.06.19 | 30.06.18 |
| 115 | ||
| 68,960 | ||
| (83) | ||
| (23,740) | (26, 112) | |
| (46,239) | (40, 562) | |
| 9 | 143 | 428 |
| 16 | 339 | 522 |
| (2,039) | (1, 299) |
|
| 2,944 | 1,969 | |
| 820 | ||
| 18 | (973) | (1, 715) |
| (28) | (29) | |
| 127 | 172 | |
| 2,921 | 1,217 | |
| 19 | (655) | ( 277) |
| 2,266 | 940 | |
| 22 | - | - |
| 2,266 | 940 | |
| 1,415 | ||
| 12 | 622 | ( 475) |
| 2,266 | 940 | |
| 0.05 Euros | ||
| Zero Euros | ||
| 0.05 Euros | 0.05 Euros | |
| 0.05 Euros | 0.05 Euros | |
| 20 | Zero Euros | Zero Euros |
| 0.05 Euros | 0.05 Euros | |
| 4 4 17 20 20 20 20 |
320 74,415 (255) 851 1,644 0.05 Euros Zero Euros |
6 M * - period of 6 months ended
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.19 | 30.06.18 | ||
| Profit for the period | 2,266 | 940 | ||
| Other comprehensive income for the period Items that may be reclassified to profit or loss |
||||
| Exchange differences on foreign operations, net of tax | (64) | 916 | ||
| Other comprehensive income for the period | (64) | 916 | ||
| Total comprehensive income for the period | 2,202 | 1,856 | ||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 1,612 | 1,883 | ||
| Non-controlling interests | 590 | (27) | ||
| 2,202 | 1,856 |
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Exchange dif. Reserves | Non | ||||||||
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
operations | on foreign and retained -controlling earnings |
interests | Total Equity |
|
| Balance at 1 January 2018 | 15,701 | (188) | 43,560 | 3,140 | (8,897) | 14,253 | 13,597 | 81,166 | |
| Adjustment on initial application of IFRS 9 and IFRS 15 (net of tax) |
- - | - | - | - | (1,460) | (830) | (2,290) | ||
| Restated balance at 1 January 2018 | 15,701 | (188) | 43,560 | 3,140 | (8,897) | 12,793 | 12,767 | 78,876 | |
| Profit for the period | - | - | - | - | - | 1,415 | (475) | 940 | |
| Other comprehensive income for the period | - | - | - | - | 503 | (35) | 448 | 916 | |
| Total comprehensive income for the period | - | - | - | - | 503 | 1,380 | (27) | 1,856 | |
| Transactions with owners | |||||||||
| Dividends | 11 | - | - | - | - | - | (4,654) | - | (4,654) |
| Treasury shares movements | - | - | - | - | - | - | - | - | |
| 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 2018 | 15,701 | (188) | 43,560 | 3,140 | (8,394) | 9,519 | 12,740 | 76,078 | |
| 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) |
2.2. | - | - | - | - | - | (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 | 12 | - | - | - | - | (159) | 127 | (32) | (64) |
| Total comprehensive income for the period | - | - | - | - | (159) | 1,771 | 590 | 2,202 | |
| Transactions with owners | |||||||||
| Dividends | 11 | - | - | - | - | - | (4,654) | - | (4,654) |
| Treasury shares movements | - | - | - | - | - | - | - | - | |
| 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 |
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.19 | 30.06.18 | ||
| Cash flows from operating activities | ||||
| Net cash flows from operating activities | 1,350 | 1,789 | ||
| Cash flows from investing activities | ||||
| Proceeds: Sale of subsidiaries, associates and other partic. companies |
4 | 4 | ||
| Loans granted to associates and participated companies | - | 165 | ||
| Disposal of investment securities Sale of property, plant and equipment |
- 2 |
5,824 54 |
||
| Interest received | 482 | 624 | ||
| 488 | 6,671 | |||
| Payments: Acquisition of subsidiaries, assoc. and other partic. companies |
7 | (381) | - | |
| Loans granted to associates and participated companies | 21 iii) | (99) | - | |
| Purchases of investment securities | - | (4,680) | ||
| Purchases of property, plant and equipment Purchases of intangible assets |
(336) (257) |
(382) (29) |
||
| (1,073) | (5,091) | |||
| Net cash flows from investing activities | (585) | 1,580 | ||
| Cash flows from financing activities | ||||
| Proceeds: | ||||
| Proceeds from borrowings Capital contribution by non-controlling interests |
13 (a) | 310 - |
200 (60) |
|
| Transactions with non-controlling interests | 9 | 12 | - | |
| 322 | 140 | |||
| Payments: Repayments of borrowings |
13 (a) | (2,134) | (2,131) | |
| Dividends paid | 11 | (4,654) | (4,654) | |
| Payment of lease liabilities (i) | 13 (a) | (1,495) | (384) | |
| Interest paid | (485) | (461) | ||
| (8,768) | (7,630) | |||
| Net cash flows from financing activities | (8,446) | (7,490) | ||
| Cash and cash equivalents at 1 January | 10 | 63,643 | 56,136 | |
| Net increase / (decrease) of cash and cash equivalents | (7,681) | (4,121) | ||
| Effects of exchange rate changes on cash and cash equiv. | (656) | (1,229) | ||
| Cash and cash equivalents at the end of period | 10 | 55,306 | 50,786 | |
6 M * - period of 6 months ended
(i) With reference to 1 January 2019, the Group adopted IFRS 16, whereby the amounts presented under 'Payment of lease liabilities' caption corresponded, in 2018, only to finance lease liabilities (see note 2.2.).
Novabase, Sociedade Gestora de Participações Sociais, SA (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. Novabase is listed on the Euronext Lisbon.
The first half of 2019 was marked by the culmination of a period of strategic reflection by Novabase and the consequent update of the strategic plan for the 2019-2023 horizon. Therefore, the Executive Committee reorganised the operating segments in order to be aligned with this new view, with effect from 1 January 2019. Novabase's activity is now aggregated into 2 operating segments:
(i) Next-Gen (NG) - This area of Novabase develops an activity of IT consulting and services with technology offerings that tend to be more advanced and targeted mainly to the Financial Services (Banks, Insurance and Capital Markets) and Telecommunications (Operators) industries.
(ii) Value Portfolio (VP) - This area of Novabase develops an activity of IT consulting and services with offerings targeted to the Government, Transportation and Energy industries, and IT Staffing. This segment also develops a venture capital activity through Novabase Capital, S.C.R., S.A..
Despite of this change in the composition of the segments, Novabase Group has not identified any significant changes in key assumptions used in impairment tests performed in the end of 2018, which could indicate that an asset may be impaired.
These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors on September 19, 2019. 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 2019 have been prepared in accordance with IAS 34, 'Interim financial reporting'. These condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2018, 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) and have not been audited.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2018, as described in those financial statements, except for the adoption of new standards, amendments and interpretations, effective as of 1 January 2019, 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 2018 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.
Although there are indicators that Angola economy will no longer be considered a hyperinflationary economy, Novabase has opted to continue to apply IAS 29 in its 2019 half-year accounts. This matter will be revaluated at the end of the 2019 financial year with the actual data from the Angolan economy.
As mentioned in the Consolidated Financial Statements of the 2018 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 2019, there was no material changes in addition to the notes detailed below, that could significantly change the assessment of the risks that the Group is exposed to.
New standards, amendments and interpretations that became effective as of 1 January 2019
| IASB Standard or IFRIC Interpretation endorsed by EU | Issued in | EU Regulat. |
|---|---|---|
| IFRS 9 (amendment), 'Prepayment features with negative compensation' | 12/oct/17 | N.º 498/2018 |
| IFRS 16 (new), 'Leases' | 13/jan/16 | N.º 1986/2017 |
| IAS 19 (amendment), 'Employee benefits: plan amendment, curtailment or settlement' | 07/feb/18 | N.º 402/2019 |
| IAS 28 (amendment), 'Long-term interests in associates and joint ventures' | 12/oct/17 | N.º 237/2019 |
| 2015 – 2017 Annual cycle of improvements (amendments) to IFRS's: IFRS 3 'Business combinations'; IFRS 11 'Joint arrangements'; IAS 12 'Income Taxes' and IAS 23 'Borrowing |
||
| costs' | 12/dec/17 | N.º 412/2019 |
| IFRIC 23 (new), 'Uncertainty over income tax treatments' | 07/jun/17 | N.º 1595/2018 |
Except for the changes described in note 2.2., no other standard, amendment or interpretation applied by the Group for the first time in this period had a significant impact on its financial statements.
At 1 January 2019, IFRS 16 – 'Leases' came into force, being adopted by Novabase in these condensed consolidated interim financial statements.
IFRS 16 supersedes IAS 17 'Leases' and its associated interpretative guidance. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet model. Lessor accounting under IFRS 16 is substantially unchanged from IAS 17.
As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. The Group has no contracts in which acts as a lessor.
Novabase adopted IFRS 16 on the required effective date, i.e. 1 January 2019, using the modified retrospective approach, with the cumulative effect of the initial application of the standard recognised in Equity, and has not restated comparative information, as provided by the standard.
The adoption of this standard led to several changes in the Group accounting policies, detailed below.
Previously, the Group determined at contract inception whether an arrangement was or contained a lease under IFRIC 4 - 'Determining whether an arrangement contains a Lease'. The Group now assesses whether a contract is or contains a lease based on the new definition of a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to use an identified asset for a period of time in exchange for consideration.
On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. It applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed to determine whether a lease exists. Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after 1 January 2019.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices.
The Group leases many assets, including properties and transport equipment. According to the previous standard, property leases were classified as operating leases and transport equipment leases as finance leases. This classification was based on the Group's assessment of whether the lease transferred substantially all of the risks and rewards of ownership of the underlying asset.
Under IFRS 16, the Group recognises right-of-use assets and lease liabilities for most leases - i.e. these leases are on-balance sheet. However, the Group has elected not to recognise right-of-use assets and lease liabilities for some short-term leases (properties). In such cases, the Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Novabase presents right-of-use assets in 'Property, plant and equipment', the same line item as it presents underlying assets of the same nature that it owns. Lease liabilities are presented under 'Borrowings' in the statement of financial position. The carrying amounts of right-of-use assets and lease liabilities, as well as movements during the period, are as follows:
| Right-of-use assets | Lease | |||
|---|---|---|---|---|
| Buildings | Transp. equip. | Total | Liabilities | |
| Balance at 31 December 2018 | - | - | - | - |
| Recognition of operating leases | 7,968 | - | 7,968 | 9,400 |
| Reassignment of finance leases | - | 8,084 | 8,084 | 8,427 |
| Restated balance at 1 January 2019 | 7,968 | 8,084 | 16,052 | 17,827 |
| Acquisitions | 1,040 | 412 | 1,452 | 1,452 |
| Write-offs | - | (68) | (68) | (68) |
| Changes in estimates of residual value garantees | - | (6,907) | (6,907) | (6,907) |
| Depreciation | (1,112) | (290) | (1,402) | - |
| Interest expense | - | - | - | 250 |
| Lease payments | - | - | - | (1,745) |
| Balance at 30 June 2019 | 7,896 | 1,231 | 9,127 | 10,809 |
Set out below are the new accounting policies of the Group upon adoption of IFRS 16:
The Group recognises a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). The right-ofuse asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase or renewal options reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. Subsequently, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, the revised lease payments are discounted using an unchanged discount rate, and a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
If there is a lease modification that do not qualifies to be accounted as a separate lease, Novabase remeasures the liability (and adjusts the corresponding right-of-use assets) by discounting the revised lease payments, using a revised discount rate at the effective date of the modification.
• Short-term leases and leases of low-value assets
Novabase applies the short-term lease recognition exemption to its short-term leases of facilities that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense under the straight-line method over the lease term. The Group has no low-value assets leases.
Previously, the Group classified property leases as operating leases under IAS 17. These leases refer mainly to the lease of the Company's headquarter and to lease agreements of other facilities where Novabase operates. The initial term of these contracts is between 1 and 5 years, with renewal options after this period. Payments are updated annually, reflecting inflation and/or market valuation.
At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate as at 1 January 2019. Right-of-use assets were measured at their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the Group's incremental borrowing rate at the date of initial application.
Novabase used the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:
• Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term at the date of initial application.
The Group also leases several items of transport equipment. These leases were classified as finance leases under IAS 17. For these finance leases, the carrying amount of the right-of-use asset and the lease liability at 1 January 2019 were determined at the carrying amount of the lease asset and lease liability under IAS 17 immediately before that date.
• Impacts on transition
On transition to IFRS 16, the Group recognised additional right-of-use assets and lease liabilities, recognising the difference in Equity. The impact on transition can be analysed as follows:
| 1 January | |
|---|---|
| 2019 | |
| Right-of-use assets (included in 'Property, plant and equipment') | 7,968 |
| Deferred tax assets | 301 |
| Lease liabilities (included in 'Borrowings') | 9,400 |
| Equity attributable to owners of the parent | (1,084) |
| Non-controlling interests | (47) |
When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019. The weightedaverage rate applied was 2.48%.
| 1 January 2019 |
|
|---|---|
| Operating lease commitments at 31 December 2018, as disclosed in the Group's consolidated financial statements |
9,261 |
| Discounted using the incremental borrowing rate at 1 January 2019 | 8,752 |
| Finance lease libilities recognised as at 31 December 2018 | 8,427 |
| - Recognition exemption for short-term leases | (41) |
| - Extension options reasonably certain to be exercised | 689 |
| Lease liabilities recognised at 1 January 2019 | 17,827 |
| From which: Non-current Current |
14,141 3,686 |
• Impacts for the period
As a result of initially applying IFRS 16, in relation to the leases that were previously classified as operating leases, the Group recognised EUR 6,917 thousand of right-of-use assets and EUR 8,279 thousand of lease liabilities as at 30 June 2019.
Still in relation to those leases, under IFRS 16, the Group has recognised depreciation and interest costs, instead of rent expense. The impact on the Condensed Consolidated Interim Statement of Profit and Loss, as well as on segment information, for the period of 6 months ended 30 June 2019, can be analysed as follows:
| Value Portfolio |
Next-Gen | NOVABASE | |
|---|---|---|---|
| Rent expense (included in 'External supplies and services') | (812 ) |
(417) | (1,229) |
| Depreciation expense of right-of-use assets (included in 'Depreciation and amortisation') |
677 | 374 | 1,051 |
| Operating Profit | (135) | (43) | (178) |
| Interest expense on lease liabilities (included in 'Finance costs') | 93 | 15 | 108 |
| Income tax expense | 9 | 6 | 15 |
| Profit for the period | (33) | (22) | (55) |
| Profit attributable to: | |||
| Owners of the parent | (33) | (12) | (45) |
| Non-controlling interests | - | (10) | (10) |
For leases considered in the short-term exemption at the date of initial application, the Group recognised in this period the amount of EUR 42 thousand under 'External supplies and services' caption.
Lastly, regarding cash flows, the Group registered an increase in cash flows from operating activities and a decline in cash flows from financing activities, as repayments of the principal and interest of the lease liabilities are now classified as cash flows from financing activities. The impact can be analysed as follows:
| 30 June | |
|---|---|
| 2019 | |
| Net cash flows from operating activities | 1,229 |
| Net cash flows from financing activities | (1,229) |
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 2018, except for new significant judgements and key sources of estimation uncertainty related to the application of IFRS 16, which are described below.
a) Leases
The Group applies judgement to determine the lease term for some lease contracts that include renewal options, that is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.
The Group also applies judgement to determine the incremental borrowing rate to apply to each portfolio of leases identified and to measure residual value guarantees, which forms part of lease payments. In this case, according to IFRS 16, the Management considers in the measurement of the lease liabilities the amount that it expects to pay under a residual value guarantee, instead of the maximum amount of the residual value guaranteed, which had to be included in the minimum lease payments under IAS 17.
In the 1st half of 2019, Novabase reorganised its activity into two new segments, which were identified based on the main guidelines of the future strategy: becoming a "Next-Gen IT Services Company". Therefore, as at 30 June 2019, in what concerns to operating segments, the Group is organised as follows:
The "Next-Gen" segment comprise the assets held in Financial Services and Telecommunications. This segment aims to achieve an accelerated growth through focus on Next-Gen IT (Design & UX, Insights Through Data, Cloud native & scalable, Digital Architecture, API Exposure, AI / Analytics, Test Automation & Engineering, Continuous Delivery, Intelligent Operations) for the Telco and Financial Services industries and in Europe and Middle East geographies. This segment derives its revenues from time and materials consulting projects, turn-key consulting projects and outsourcing and maintenance projects, and may also include a small component of sales.
"Value Portfolio" segment comprise the assets held in Government, Transportation and Energy sectors, as well as IT Staffing, Novabase Capital and Collab. The main goal of this segment is to maximise its operating profitability in order to generate the necessary funds to support the focus on "Next-Gen" growth. This segment derives its revenues from time and materials consulting projects, turn-key consulting projects and outsourcing and maintenance projects, and may also include a small component of sales. Regarding the venture capital activity, this segment revenues also derives from the valuation and sale of Venture Capital Fund's investees and advisory services in purchase and sale and M&A processes.
Operating segments are reported consistently with the internal reporting that is provided to the Management, based on which it evaluates the performance of each segment and allocates the available resources.
The companies considered in each operating segment are presented in note 5. Novabase S.G.P.S., S.A. and Novabase Serviços, S.A. appear isolated in the referred note, to highlight the Parent Company which includes the top management of the Group and the company that includes the Group's shared services, respectively. However, for the purposes of preparing segment information, both belong to "Value Portfolio" segment.
Revenues from operating segments below presented, as well as other measures of profit or loss and material items within the consolidated statement of profit and loss, consider the new internal reporting organisation, with the comparatives restated.
| Value | |||
|---|---|---|---|
| Portfolio | Next-Gen | NOVABASE | |
| At 30 June 2018 | |||
| Total segment sales and services rendered | 44,546 | 48,945 | 93,491 |
| Inter-segment sales and services rendered | 11,182 | 13,234 | 24,416 |
| Sales and services rendered | 33,364 | 35,711 | 69,075 |
| Depreciation and amortisation | (931) | (368) | (1,299) |
| Operating Profit / (Loss) | 2,354 | (385) | 1,969 |
| Finance results | (699) | (196) | (895) |
| Share of loss of associates | (29) | - | (29) |
| Gain on net monetary position | 172 | - | 172 |
| Income tax expense | 165 | (442) | (277) |
| Profit / (loss) for the period | 1,963 | (1,023) | 940 |
| Other information: | |||
| (Provisions) / Provisions reversal | 159 | 91 | 250 |
| Net impairment losses on trade and other receivables | 331 | 97 | 428 |
| Value | |||
| Portfolio | Next-Gen | NOVABASE | |
| At 30 June 2019 | |||
| Total segment sales and services rendered | 46,971 | 50,450 | 97,421 |
| Inter-segment sales and services rendered | 13,042 | 9,644 | 22,686 |
| Sales and services rendered | 33,929 | 40,806 | 74,735 |
| Depreciation and amortisation | (1,482) | (557) | (2,039) |
| Operating Profit / (Loss) * | 2,246 | 698 | 2,944 |
| Finance results | - | (122) | (122) |
| Share of loss of associates | (28) | - | (28) |
| Gain on net monetary position | 127 | - | 127 |
| Income tax expense | (665) | 10 | (655) |
| Profit / (loss) for the period * | 1,680 | 586 | 2,266 |
| Other information: |
* As of 1 January 2019, Novabase adopted IFRS 16 – 'Leases', and has not restated comparative information, as provided by the standard. The impact of IFRS 16 on segment information, during this period, is detailed in note 2.2. (d).
Net impairment losses on trade and other receivables 138 5 143
Management monitors Turnover in countries outside Portugal. These amounts are generally obtained through Portugal-based subsidiaries.
Sales and services rendered to external clients, by destination geography, in 1st half of 2018, are analysed as follows:
| Europe & | ||||
|---|---|---|---|---|
| Portugal | Middlle East | Others | NOVABASE | |
| Sales and services rendered | 31,894 | 26,943 | 10,238 | 69,075 |
Sales and services rendered to external clients, by destination geography, in 1st half of 2019, are analysed as follows:
| Europe & | |||||
|---|---|---|---|---|---|
| Portugal | Middlle East | Others | NOVABASE | ||
| Sales and services rendered | 36,808 | 31,770 | 6,157 | 74,735 |
The companies consolidated by the full method, as at 30 June 2019, were the following:
| Holding company | Principal place | Share capital | % Interest held | ||
|---|---|---|---|---|---|
| and Subsidiaries | of business | 30.06.19 | 30.06.19 | 31.12.18 | |
| Parent company: | |||||
| Novabase S.G.P.S., S.A. | Portugal | 15,700,697 € | - | - | |
| Next-Gen: | |||||
| Novabase E.A., S.A. | Portugal | 150,000 € | 100.0% | 100.0% | |
| CelFocus, S.A. | Portugal | 100,000 € | 55.0% | 55.0% | |
| Novabase Solutions Middle East FZ-LLC | Dubai | 699,670 € | 100.0% | 100.0% | |
| Celfocus B. T. T. H. T. Limited Ş. | Turkey | 100,000 TRY | 55.0% | 55.0% | |
| Celfocus LTD | UK | 15,000 GBP | 55.0% | 55.0% | |
| (i) | Celfocus B.V. | The Netherlands | 20,000 € | 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: | |||||
| Novabase Digital, S.A. | Portugal | 500,000 € | 90.1% | 90.1% | |
| 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% | |
| Novabase Sistemas de Informacion, S.A. | 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% | |
| COLLAB – Sol. I. Com. e Colab., S.A. | Portugal | 63,833 € | 77.8% | 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% | |
| Evolvespace Solutions, Lda. | Portugal | 5,000 € | 100.0% | 100.0% | |
| Novabase Shared Services: | |||||
| Novabase Serviços, S.A. | Portugal | 50,000 € | 100.0% | 100.0% |
In the 1st half of 2019, the following changes occurred in the consolidation perimeter:
(i) Celfocus, B.V., with official seat in Amsterdam, The Netherlands, was incorporated. This company is dedicated to develop, to commercialize and to give training in the field of information systems for the Telecommunications industry.
The company included in the consolidation using the equity method, as at 30 June 2019, under the Value Portfolio segment, was the following:
| Associates | Principal place Share capital | % Interest held | Equity | Net Profit | ||
|---|---|---|---|---|---|---|
| of business | 30.06.19 | 30.06.19 | 31.12.18 | 30.06.19 | 30.06.19 | |
| Fundo Capital Risco NB Capital | Portugal | 7,142,857 € | 30.0% | 30.0% | 784 | (95) |
During the periods ended at 30 June 2019 and 30 June 2018, the movements in the net book value of property, plant and equipment and intangible assets, were as follows:
| Property, plant | Intangible | |
|---|---|---|
| and equipment | assets | |
| Net book value at 1 January 2018 | 10,019 | 17,162 |
| Acquisitions / increases | 2,169 | 29 |
| Write-offs / disposals | (2,168) | - |
| Application of IAS 29 | 1 | - |
| Exchange differences | (3) | - |
| Depreciation and amortisation | (686) | (613) |
| Net book value at 30 June 2018 | 9,332 | 16,578 |
| Net book value at 1 January 2019 | 10,235 | 16,065 |
| Adjustment on initial application of IFRS 16 (see note 2.2.) | 7,96 8 |
- |
| Acquisitions / increases | 1,788 | 257 |
| Write-offs / disposals | (69) | - |
| Change in estimates under IFRS 16 | (6,907) | - |
| Application of IAS 29 | 1 | - |
| Exchange differences | (1) | - |
| Depreciation and amortisation | (1,819) | (220) |
| Net book value at 30 June 2019 | 11,196 | 16,102 |
With reference to 1 January 2019, the Group adopted IFRS 16 in accordance with the modified retrospective approach, and therefore the amounts of the comparative period were not restated (see note 2.2.). Accordingly, the amounts presented in 'Property, plant and equipment' comprise, as of 1 January 2019, owned and leased assets.
The carrying amounts of right-of-use assets included in 'Property, plant and equipment' by class of underlying asset, as well as movements during the period, are detailed in note 2.2. (b).
In the 1st half of 2019, the acquisitions / increases of 'Property, plant and equipment' include right-of-use assets of 'Buildings', in the amount of EUU 1,040 thousand, which refers to a new facility lease agreement with a lease term of 5 years. Still in this period, the Management reviewed its estimate of residual value guarantees relating to car leases (which were previously classified as finance leases under IAS 17), given that one of the factors that determined this classification was the existence of a residual value guaranteed, which was accumulated by its maximum amount. Consequently, that amount was reduced in EUR 6,907 thousand to reflect the Group's reasonable expectation of the amount that will be paid, causing a corresponding decrease in right-of-use assets (see also note 13).
| % Interest held directly | Amount | |||||
|---|---|---|---|---|---|---|
| 30.06.19 | 31.12.18 | 30.06.19 | 31.12.18 | |||
| Feedzai, S.A. | 1.7% | 1.7% | 1,926 | 1,926 | ||
| Globaleda, S.A. | 25.1% | 25.1% | 598 | 598 | ||
| FCR IStart I | 11.6% | 11.6% | 432 | 459 | ||
| CB Talents Global, S.A. | 13.3% | 13.3% | 200 | 200 | ||
| Aixtel Technologies, S.A. | 5.7% | 5.7% | 188 | 188 | ||
| Probely, Lda. | 3.3% | 3.3% | 75 | 75 | ||
| Bright Innovation, Lda. ("BI") | 90.0% | 90.0% | - | - | ||
| Powergrid, Lda. | 88.9% | 88.9% | - | - | ||
| (i) | Glarevision, S.A. | 3.3% | - | 60 | - | |
| (ii) | Habit Analytics PT, Lda. | 4.6% | - | 321 | - | |
| Other | 512 | 422 | ||||
| 4,312 | 3,868 |
(i) Company, held by Fundo de Capital de Risco Novabase Capital +Inovação, focused on developing solutions based on augmented reality for industrial maintenance.
(ii) Company, held by Fundo de Capital de Risco Novabase Capital +Inovação, focused on developing a real-time data platform that aggregates and analyses multiple sources of data, from Internet of Things ('IoT') devices.
Movements in this caption were as follows:
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Balance at 1 January | 3,868 | 2,796 |
| Acquisitions / share capital increase | 459 | 531 |
| Net fair value adjustments (see notes 17 and 18) | (15) | 541 |
| Balance at the end of the period | 4,312 | 3,868 |
In the 1st half of 2019, the change in this caption is mainly due to the investments made by 'FCR Novabase Capital +Inovação' in the companies Glarevision, S.A. and Habit Analytics PT, Lda., in the total amount of EUR 381 thousand. This amount was fully paid in this period.
Movements in the deferred tax assets were as follows:
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Balance at 1 January | 10,048 | 10,448 |
| Adjustment on initial application of IFRS 9 and IFRS 15 | - | 662 |
| Adjustment on initial application of IFRS 16 (see note 2.2.) | 301 | - |
| Exchange differences | (4) | (4) |
| Other comprehensive income charge | 42 | (147) |
| Profit or loss charge | (350) | (911) |
| Balance at the end of the period | 10,037 | 10,048 |
The movement in deferred tax assets during the period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Tax Losses / | Tax | Provisions / | ||
|---|---|---|---|---|
| Other | Incentives | Adjustments | Total | |
| Balance at 1 January 2018 | (823) | 9,754 | 1,517 | 10,448 |
| Adjustment on initial application of IFRS 9 and IFRS 15 | 662 | - | - | 662 |
| Profit or loss charge | (1,069) | 362 | (204) | (911) |
| Other comprehensive income charge | (147) | - | - | (147) |
| Reclassifications | 600 | (600) | - | - |
| Exchange differences | (4) | - | - | (4) |
| Balance at 31 December 2018 | (781) | 9,516 | 1,313 | 10,048 |
| Adjustment on initial application of IFRS 16 | 301 | - | - | 301 |
| Profit or loss charge | (805) | 226 | 229 | (350) |
| Other comprehensive income charge | 42 | - | - | 42 |
| Exchange differences | (4) | - | - | (4) |
| Balance at 30 June 2019 | (1,247) | 9,742 | 1,542 | 10,037 |
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Trade receivables | 33,962 | 42,475 |
| Impairment allowance of trade receivables | (2,027) | (2,212) |
| 31,935 | 40,263 | |
| Prepayments to suppliers | 352 | 167 |
| Employees | 106 | 87 |
| Value added tax | 1,994 | 1,298 |
| Amount receivable from non-controlling interests | - | 12 |
| Receivables from financed projects | 2,114 | 1,946 |
| Capital subscribers of 'Fundo de Capital de Risco NB Capital +Inovação' | 2,469 | 2,469 |
| Other receivables | 568 | 558 |
| Impairment allowance of other receivables | (1,132) | (1,142) |
| 6,471 | 5,395 | |
| 38,406 | 45,658 |
Movements in impairment allowances of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.19 | 31.12.18 | 30.06.19 | 31.12.18 | 30.06.19 | 31.12.18 | |
| Balance at 1 January | 2,212 | 2,802 | 1,142 | 1,205 | 3,354 | 4,007 |
| Adjustment on initial application of IFRS 9 | - | 542 | - | - | - | 542 |
| Impairment | 466 | 490 | - | - | 466 | 490 |
| Impairment reversal | (605) | (1,267) | (4) | (8) | (609) | (1 ,275) |
| Recovery of bad debts | - | 12 | - | - | - | 12 |
| Exchange differences | (32) | (361) | (6) | (55) | (38) | ( 416) |
| Write-offs | (14) | (6) | - | - | (14) | (6) |
| Balance at the end of the period | 2,027 | 2,212 | 1,132 | 1,142 | 3,159 | 3,354 |
With reference to the statement of cash flows, the detail and description of cash and cash equivalents is analysed as follows:
| 30.06.19 | 31.12.18 | |
|---|---|---|
| - Cash | 29 | 35 |
| - Short-term bank deposits | 55,277 | 63,608 |
| Cash and cash equivalents at the end of period | 55,306 | 63,643 |
| - Impairment allowance of short-term bank deposits | (25) | (29) |
| Cash and cash equivalents | 55,281 | 63,614 |
Movements in impairment allowance of short-term bank deposits are analysed as follows:
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Balance at 1 January | 29 | - |
| Adjustment on initial application of IFRS 9 | - | 36 |
| Impairment (note 18) | 4 | 7 |
| Impairment reversal (note 17) | (8) | (14) |
| Balance at the end of the period | 25 | 29 |
In the General Meeting of Shareholders held on May 2019, it was approved the payment to shareholders of an amount of EUR 4,710 thousand, corresponding to 0.15 Euros per share. The payment occurred in June 2019.
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Payment to shareholders | 4,654 | 4,654 |
| Remuneration of the treasury shares held by the Company | 56 | 56 |
| 4,710 | 4,710 | |
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Balance at 1 January | 13,754 | 13,597 |
| Adjustment on initial application of IFRS 9 and IFRS 15 (net of tax) | - | (736) |
| Adjustment on initial application of IFRS 16 (net of tax) - see note 2.2. | (47) | - |
| Transactions with non-controlling interests | - | 629 |
| (*) Distribution of dividends to non-controlling interests |
- | (821) |
| Exchange differences on foreign operations | (32) | 808 |
| Profit attributable to non-controlling interests | 622 | 277 |
| Balance at the end of the period | 14,297 | 13,754 |
(*) In 2018, CelFocus, S.A. approved dividends to its shareholders. These dividends were paid in the year of their attribution.
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 4,156 | 6,294 |
| Finance lease liabilities | - | 7,066 |
| Lease liabilities | 7,634 | - |
| 11,790 | 13,360 | |
| Current | ||
| Bank borrowings | 5,273 | 4,959 |
| Finance lease liabilities | - | 1,361 |
| Lease liabilities | 3,175 | - |
| 8,448 | 6,320 | |
| Total borrowings | 20,238 | 19,680 |
With reference to 1 January 2019, the Group adopted IFRS 16 in accordance with the modified retrospective approach, and therefore the amounts of the comparative period were not restated (see note 2.2.). Accordingly, Novabase recognised additional lease liabilities in the amount of EUR 9,400 thousand regarding the leases that were previously classified as operating leases under IAS 17.
Additionally, for leases that were previously classified as finance leases under IAS 17, Novabase recognised lease liabilities at the date of initial application by the carrying amount of the lease liabilities immediately before that date, having transferred the amounts from 'Finance lease liabilities' caption to 'Lease liabilities' caption, in the total amount of EUR 8,427 thousand. The measurement principles in IFRS 16 are only applied after that date. This resulted in measurement adjustments of EUR -6,907 thousand for residual value guarantees. The remeasurements to the lease liabilities were recognised as adjustments to the related right-of-use assets immediately after the date of initial application (see note 6).
Movements during the period in lease liabilities are detailed in note 2.2. (b).
The maturity of 'Borrowings' is as follows:
| 6 months or less |
6 to 12 months |
1 to 2 years |
2 to 5 years |
Over 5 years |
Total | |
|---|---|---|---|---|---|---|
| Bank borrowings | 2,824 | 2,135 | 3,594 | 2,700 | - | 11,253 |
| Finance lease liabilities | 633 | 728 | 1,221 | 5,845 | - | 8,427 |
| Balance at 31 December 2018 | 3,457 | 2,863 | 4,815 | 8,545 | - | 19,680 |
| Bank borrowings | 3,136 | 2,137 | 2,856 | 1,300 | - | 9,429 |
| Lease liabilities | 1,614 | 1,561 | 2,518 | 5,108 | 8 | 10,809 |
| Balance at 30 June 2019 | 4,750 | 3,698 | 5,374 | 6,408 | 8 | 20,238 |
The weighted average effective interest rate of bank borrowings at the reporting date is 2.101% (31.12.18: 2.112%). In what concerns to the responsibilities associated with leases, these are presented above discounted of the future finance charges, amounting to EUR 1,084 thousand as at 30 June 2019 (31.12.18: EUR 593 thousand).
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Cash and cash equivalents (amount before impairment losses) | 55,3 06 |
63,643 |
| Borrowings - repayable within one year (including overdrafts) | (8 ,448) |
(6,320) |
| Borrowings - repayable after one year | (11,790) | (13,360) |
| Net debt | 35,068 | 43,963 |
| Cash and cash equivalents |
due within 1 year |
Bank borrow. Bank borrow. due after 1 year |
with leases due within 1 year |
Resp. assoc. Resp. assoc. with leases due after 1 year |
Net debt |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2018 | 56,136 | (4,963) | (10,563) | (1,944) | (6,274) | 32,392 |
| Cash flows Acquisitions - finance lease liabilities Exchange rate changes Other non-cash movements |
9,560 - (2,053) - |
4,273 - - (4,269) |
- - - 4,269 |
805 - - (222) |
- (3,478) - 2,686 |
14,638 (3 ,478) (2 ,053) 2,464 |
| Balance at 31 December 2018 | 63,643 | (4,959) | (6,294) | (1,361) | (7,066) | 43,963 |
| Cash flows Acquisitions - lease liabilities Exchange rate changes Other non-cash movements |
(7,681) - (656) - |
1,824 - - (2,138) |
- - - 2,138 |
1,495 (371) - (2,938) |
- (1,081) - 513 |
(4 ,362) (1 ,452) ( 656) (2 ,425) |
| Balance at 30 June 2019 | 55,306 | (5,273) | (4,156) | (3,175) | (7,634) | 35,068 |
Movements in provisions for other risks and charges are analysed as follows:
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Balance at 1 January | 8,252 | 10,369 |
| Additional provisions (note 16) | - | 1,464 |
| Reversals / utilisations (note 16) | (397) | (3,581) |
| Exchange differences | (3) | - |
| Balance at the end of the period | 7,852 | 8,252 |
| 30.06.19 | 31.12.18 | |
|---|---|---|
| Trade payables | 4,876 | 5,469 |
| Remunerations, holiday and holiday and Christmas allowances | 13,1 86 |
8,997 |
| Bonus | 5,219 | 8,256 |
| Ongoing projects | 3,885 | 4,551 |
| Value added tax | 1,414 | 3,106 |
| Social security contributions | 1,467 | 2,389 |
| Income tax withholding | 1,057 | 1,518 |
| Employees | 50 | 130 |
| Amount to be paid to non-controlling interests | 2 | 2 |
| Prepayments from trade receivables | 12 | 2 |
| Other accrued expenses | 5,694 | 5,748 |
| Other payables | 88 | 231 |
| 36,950 | 40,399 |
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Provisions for other risks and charges (note 14) Other operating income and expense |
397 (58) |
250 272 |
| 339 | 522 |
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Interest received | 162 | 51 |
| Foreign exchange gains | 626 | 764 |
| Fair value of financial assets adjustment (note 7) | 15 | - |
| Reversal of impairment losses on bank balances (note 10) | 8 | - |
| Reversal of impairment losses on debt securities | 40 | - |
| Other financial gains | - | 5 |
| 851 | 820 | |
| 18. Finance costs |
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (111) | (157) |
| - Lease liabilities (*) | (250) | (137) |
| - Other interest | (2) | - |
| Bank guarantees charges | (47) | (55) |
| Bank services | (76) | (119) |
| Foreign exchange losses | (453) | (1,247) |
| Fair value of financial assets adjustment (note 7) | (30) | - |
| Impairment losses on bank balances (note 10) | (4) | - |
| (973) | (1,715) |
(*) The increase of this caption in 2019 relates to the adoption of IFRS 16, which started to include the interest expenses (unwinding of discount) calculated on the liabilities regarding the rents due from lease contracts measured at present value (see note 2.2.).
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:
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Earnings before taxes | 2,921 | 1,217 |
| Income tax expense at nominal rate (21% in 2019 and 2018) | 613 | 256 |
| Tax benefit on the net creation of employment for young and long term unemployed people | - | (137) |
| Recognition of tax on the events of previous years | 6 | - |
| Associates' results reported net of tax | 6 | 6 |
| Autonomous taxation | 289 | 268 |
| Losses in companies where no deferred tax is recognised | 193 | 120 |
| Expenses not deductible for tax purposes | 304 | 341 |
| Differential tax rate on companies located abroad | (14) | 44 |
| Research & Development tax benefit | (1,169) | (706) |
| Municipal surcharge and State surcharge | 92 | 36 |
| Impairment of SIFIDE R&D | 200 | - |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 135 | 49 |
| Income tax expense | 655 | 277 |
| Effective tax rate | 22.4% | 22.8% |
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 31,024,783 | 31,024,783 |
| Profit attributable to owners of the parent | 1,644 | 1,415 |
| Basic earnings per share (Euros per share) | 0.05 Euros | 0.05 Euros |
| Diluted earnings per share (Euros per share) | 0.05 Euros | 0.05 Euros |
| Profit from continuing operations attributable to owners of the parent | 1,644 | 1,415 |
| Basic earnings per share (Euros per share) | 0.05 Euros | 0.05 Euros |
| Diluted earnings per share (Euros per share) | 0.05 Euros | 0.05 Euros |
| Profit from discontinued operations attributable to owners of the parent | - | - |
| Basic earnings per share (Euros per share) | - | - |
| Diluted earnings per share (Euros per share) | - | - |
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 2019 and 30 June 2018, are as follows:
| 30.06.19 | 30.06.18 | |
|---|---|---|
| Short-term employee benefits | 1,428 | 337 |
| Other long-term benefits | 423 | 980 |
| 1,851 | 1,317 |
From the total amount of key management personnel compensation, which includes remuneration, social security charges and other costs, EUR 1,851 thousand were recognised in 'Employee benefit expense' (30.06.18: EUR 445 thousand) and EUR 345 thousand in 'External supplies and services' (30.06.18: EUR 872 thousand).
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 1,633 thousand (31.12.18: EUR 1,751 thousand).
In addition, there are outstanding current account balances with key management personnel in the amount of EUR 25 thousand at 30 June 2019 (31.12.18: EUR 14 thousand).
Group companies have commercial relations with each other that qualify as related parties transactions. All of these transactions are performed on an arm's length basis, meaning, the transaction value corresponds to prices that would be applicable between non-related parties.
In consolidation, all of these transactions are eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as if they were a single entity.
Balances and transactions with related parties are as follows:
| Trade and other receivables |
Trade and other payables |
|||
|---|---|---|---|---|
| 30.06.19 | 31.12.18 | 30.06.19 | 31.12.18 | |
| Associates Other participated companies Shareholders and other entities |
- 166 - |
- 489 - |
- 218 - |
- 95 - |
| 166 | 489 | 218 | 95 | |
| Provision for impairment of trade and other receivables | - | (31) | ||
| 166 | 458 |
| Services rendered | Supplementary income | Purchases (*) | ||||
|---|---|---|---|---|---|---|
| 30.06.19 | 30.06.18 | 30.06.19 | 30.06.18 | 30.06.19 | 30.06.18 | |
| Associates | 45 | 91 | - | - | - | - |
| Other participated companies | 165 | 183 | 6 | 3 | 635 | 1,293 |
| Shareholders and other entities | - | - | - | - | - | - |
| 210 | 274 | 6 | 3 | 635 | 1,293 |
(*) In the 1st half of 2018, purchases included EUR 1,034 thousand of passing-through invoicing on behalf of Globaleda S.A. to external client. Once the Group acted as an agent on behalf of the principal, the purchases (and the associated turnover) were eliminated in the consolidated financial statements. In the 1st half of 2019 this situation ceased to exist.
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.
Outstanding balances of accounts receivable and payable between Group Companies and related parties will be cash settled and are not covered by any guarantees.
| Non-current | |||
|---|---|---|---|
| 30.06.19 | 31.12.18 | ||
| 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. | 90 | - | |
| Loan to Habit Analytics, Inc. | 9 | - | |
| Shareholders and other entities | |||
| Loans to other shareholders | - | - | |
| 4,868 | 4,769 | ||
| Provisions for impairment of loans to related parties | (3,125) | (3,125) | |
| 1,743 | 1,644 |
Towards 31 December 2018, there were no changes to the information disclosed about discontinued operations.
Towards 31 December 2018, there were no significant changes in the judicial processes.
In the second half of 2019, until the issuance of this report, have occurred the following material events:
Novabase has executed, on July 2019, a liquidity contract with CAIXA – Banco de Investimento, S.A., aiming at increasing the liquidity of Novabase's shares traded in the regulated market of Euronext Lisbon. The transactions are limited to a daily net limit of 5,000 shares and to a global net cap of 10,000 shares of Novabase or 20,000.00 Euros. For the purposes of the contract, no shares representing Novabase's share capital or cash were placed at the financial intermediary's disposal.
Following the disclosure to the market, on July 2019, of the strategic update for 2019 and following years ("Strategic Update 2019+"), Novabase informed that it was decided by its Board of Directors to cease to apply the shareholder remuneration policy currently in force, of yearly distribution of an amount corresponding to, at least, 30% of Novabase's Group consolidated net income recorded in each fiscal year, with the aim of ensuring the flexibility to optimize the allocation of the available financial resources, at the service of the 2019+ Strategic Update's initiatives.
Novabase also informed that it was resolved by the Board of Directors to request to the Chairman of the General Meeting the convening of a Shareholders' General Meeting to resolve, notably, on the following:
A proposal to distribute to the shareholders reserves and retained earnings in the total amount of 11,304,501.84 Euros, corresponding to 0.36 Euros per share;
A proposal to reduce the capital in the amount of 4,396,195.16 Euros, with the attribution of 0.14 Euros per share to the shareholders, followed by a capital increase by incorporation of share issuance premiums in the amount of 43,333,923.72 Euros. After these operations, the share capital of Novabase will be set at 54,638,425.56 Euros, represented by shares with the nominal value of 1.74 Euros each;
A proposal of a Stock Options Plan to the members of the Board of Directors of Novabase and employees of Novabase or other companies of the Novabase Group, concerning up to 10% of the Company's current share capital;
A proposal for a Own Shares Buyback Programme for the purposes of complying with the settlement obligations of the options to be granted under the aforementioned Stock Options Plan, in case it is approved, under which shares may be purchased up to an amount of 10,000,000 Euros.
IBIM2 Limited, as a shareholder holding a qualifying holding of more than 10% in Novabase's share capital, requested the inclusion of a new item on the agenda of the extraordinary general meeting scheduled for September 26, to deliberate on the election of a new member to Novabase's Board of Directors. Accordingly, the shareholders will vote at the extraordinary GM the appointment of Jose Sancho García, chairman of Altitude Software and Bkool, to the Board of Directors.
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 31.12.18 |
Transactions | Number of Shares / Quotas held by Board Members at 30.06.19 |
% held by Board Members at 30.06.19 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 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% | ||
| 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 | 1 | 0 | 1 | 0.0% |
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 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% |
(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.
Novabase reports as directors the company HNB - S.G.P.S., S.A. and the members of the board of directors of the Company.
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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 2019, 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, September 19, 2019
Luís Paulo Cardoso Salvado Chairman of the Board of Directors
João Nuno Bento Executive member of the Board of Directors and CEO
Álvaro José da Silva Ferreira Executive member of the Board of Directors
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
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board of Directors
Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board of Directors
Marta Isabel dos Reis da Graça Rodrigues do Nascimento Non-Executive member of the Board of Directors
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