Interim / Quarterly Report • Sep 27, 2018
Interim / Quarterly Report
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Privileged Information
July 26, 2018
| Turnover: 69.1 M€ | (72.4 M€ in 6M17) |
|---|---|
| EBITDA: 3.3 M€ | (5.4 M€ in 6M17) |
| Net Profit: 1.4 M€ | (3.9 M€ or 1.2 M€ without Disc. Operations in 6M17) |
| Net Cash: 52.0 M€ | (56.8 M€ in 12M17) |
"As I address the shareholders and the general market as CEO of Novabase for the first time, please allow me a word of gratitude and a reiteration of our commitment to creating value. Gratefulness for the continuing trust you have placed in our company and, personally, for the honour and privilege of being able to perform these duties. It is precisely in our everyday contacts with our customers that we perceive the quality of our portfolio and sense the commitment and the excellence of our 2044 employees, who reinforce our dedication to you.
The Consolidated Results for the first six months of 2018 are in line with our expectations for Turnover and Net Profit, with the EBITDA being below expectations. Novabase presented a strong balance sheet and the cash generation reached 14 M€ in the last 12 months, after deducting the remuneration of shareholders distributed over that period.
The Portuguese business sector has improved in recent months, which has led to a 10% increase in domestic Turnover. This positive performance counterbalanced the 35% Turnover drop in Africa and the 10% drop in Europe. Since the rupture in Africa was expected, in Europe it was due to operational hindrances confined to a specific project. The EBITDA of the 1H18 is less than half of the value stated as the annual guidance. This difference is explained by the project's implementation deviations, based on a closed-price model for an international client.
It is important to underline that the Venture Capital Unit of Novabase registered a growth in Turnover of 38% impelled by the investment in marketing and international sales structure of one of its participated companies. Therefore, we presented an EBITDA of -0.8 M€, already included in the annual guidance.
Novabase has invested in the development of licensable software and in other intellectual property rights that allow for a more efficient replication of knowledge, thus optimizing the sales effort and improving project risk profiles. This business model obliges us to anticipate costs by investing in R&D, Marketing and Sales. In the first semester, there were opportunities in the financial sector, in telecommunications and in the public sector which validated this investment in intellectual property. In the future, we will continue in this path of reinforcing investment in the most commercially successful offers."
INVESTOR RELATIONS OFFICE: María Gil Marín Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]
Report available on website : www.novabase.pt
Novabase SGPS, S.A. Public Company . Euronext code: NBA.AM . Registered in TRO of Lisbon and Corporate Tax Payer nº 502.280.182 . Share Capital: 15,700,697.00 € . Head Office: Av. D. João II, 34, 1998-031 Lisbon - PORTUGAL
annual Guidance linearized of 140 M€ (-1%).
EBITDA (M€)
EBITDA below the annual Guidance linearized (-18% in value and -1.0 percentage points).
Earnings per share (EPS) in 6M18 reached 0.05 euros per share, registering a decrease of 64% towards the EPS from the previous year of 0.13 euros per share.
Net Profit increases 15% excluding the effect of the adjustment to the gain on the sale of IMS business, registered in 2017.
The Financial Results reached a net negative value of 0.9 M€, a decrease of 0.7 M€ compared to the same period of last year, especially due to the gains from financial investments recorded in 2017.
The gain on the net monetary position, amounting to 0.2 M€, derives from the application of IAS 29 to the financial statements of the subsidiary in Angola, after this economy being considered as a hyperinflationary economy in accordance with that standard since December 2017.
Results from discontinued operations in 6M18 are nil, which compares with 2.7 M€ in 6M17, value that corresponds fully to the adjustment on the gain generated by the sale of the IMS business, resulting from the final calculation of working capital and net debt, as established in the purchase and sale agreement.
Non-controlling interests in 6M18 amounted to 0.5 M€, which compares to -1.4 M€ in 6M17. This variation is mainly due to the evolution of the results of subsidiaries focused on international expansion.
Net cash
In the 6M18, Novabase shows a negative evolution in cash generation. Novabase ended the 6M18 with 52.0 M€ in net cash, which compares to 56.8 M€ in the 12M17 and 59.2 M€ in 6M17. Thus, cash generation in the last 12 months, excluding the effect of shareholder remuneration and dividends paid to noncontrolling interests, amounted to 14.2 M€.
On June 5, 2018, Novabase paid its shareholders a total amount of 4.7 M€ (0.15 €/share).
Cash use of 4.9 M€ includes the payment of dividends.
Evolution partially anticipated in the Management plans for 2018.
João Nuno Bento has been appointed Novabase Chief Executive Officer (CEO) and Luís Paulo Salvado remains as Non-Executive Chairman of the Board of Directors.
Novabase strengthens its position as a key player with a portfolio of innovative solutions, addressing the challenges of digital transformation.
The results for the first half of 2018 were in line with expectations in terms of Top Line, however, we saw a deterioration in profitability mainly due to operational difficulties in an international project in the BS area.
Compared to the same period of last year, EBITDA decreased by 39% to 3.3 M€. Domestic Turnover registered a 10% growth, YoY, with the weight of the international business accounting for 54% of the total. Europe continues to lead as the major market, with operations in this geography representing 2/3 of the non-domestic activity. Net Results reached 1.4 M€, a 15% increase over the first half of 2017, if we exclude the impact of the adjustment to the gain on sale of the IMS Business registered in that period.
Towards the Guidance, the first half results stood in line in Turnover (-1%) and below in EBITDA (-18% in absolute terms and -0.1% in percentage points).
The first half of 2018 marks the beginning of a new cycle in the Novabase Group, with João Nuno Bento taking over the chair of the executive committee for the mandate corresponding to the 2018-2020 triennium. João Nuno Bento replaces Luís Paulo Salvado, at a time when Novabase intends to develop a transformation strategy, in order to be a solid leverage to the digitalization of the customers' businesses.
We highlight in the first half of 2018, as part of this strategic focus on innovative solutions:
• The Symetria product was chosen by multiple Financial Institutions as a reporting tool for Banco de Portugal's new Credit Responsibility Central. This solution simplifies reporting and compliance obligations by ensuring that obligations are met under the new regulatory framework, while also providing risk management and analysis tools;
• Novabase was the company in charge of developing account opening system with authentication by video call for two Portuguese Banks, using Wizzio. We recall that this Digital Platform, developed by the Financial Services area of Novabase, was presented at the 2017 Web Summit, considered one of the most important worldwide events in the area of entrepreneurship, technology and innovation;
• Novabase developed the solution that supports the Escola 360 project, whose objective is to centralize in a single platform all the modules of management of pre-school, basic and secondary school students, within the scope of the new paradigms for Education resulting from Digital Transformation in course.
Given the importance of Talent in technological innovation process, Novabase has taken several initiatives aimed at enhancing People and Knowledge.
On the one hand, Novabase has hired 83 university graduates in the first half of 2018, through its Novabase Academy Program. Since its creation in 2006, more than 1200 young people have been hired under the Novabase Academy, which has also been held in two more countries outside of Portugal.
Several initiatives aimed at strengthening Talent and innovation.
On the other hand, and in addition to this program, Novabase now has strong ties with universities and scientific ecosystems, with strategic partnerships and involvement in numerous joint initiatives. To highlight, in this period:
• Novabase joined the Data Science Portugal group by supporting the meetups promoted by this community of Data Science enthusiasts. The goal is to share knowledge on topics such as Data Science, Machine Learning and Artificial Intelligence;
• Novabase was the main sponsor of IMSHARE, the largest Portuguese conference on data management and analysis. With four speakers on the panel, Novabase shared over the three-day conference, knowledge on topics such as Security, IOT and AI, among others;
• Novabase Academy was at FCT-UNL's Hackathon, where about 15 teams worked worked 24 hours straight with the goal of developing projects focused on desktop, web and mobile platforms;
• Additionally, Novabase is on the list of companies that are part of the Instituto Superior Técnico Network of Partnerships, a program whose objective is to coordinate the actions of the institution with some of the more relevant organizations of the Portuguese business community.
With regard to the promotion of the offerings, Novabase participated in the Receivables Finance International (RFIx) conference, in the context of the "Intelligent Receivables - The Rise of AI" panel and presented its Rely solution. The RFIx, held in London, is one of the the world's main event in the area of banking, that bring together financial institutions, companies and specialists for an in-depth discussion about the industry's future.
Finally, we also highlight in the first half of 2018, that Novabase was again distinguished as an innovative European company by Euronext, to join the Tech 40, an index which distinguishes European listed companies for their focus on innovation and development. The companies that integrate this restricted group have access to a special roadshows program and greater visibility in some world reference events in the sector.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M18, is as follows:
Novabase remains in the Euronext Tech 40 index, which brings together European companies that stand out for innovation.
Evolution of international business reflects Novabase's strategy to limit its activity in geographies with greater volatility.
Europe consolidate its leadership as the major market, accounting for 2/3 of international business.
From the total Turnover, 37.2 M€ were generated outside Portugal, which compares to 43.4 M€ registered in 6M17.
Europe was the continent with greater expression in 6M18, accounting for 67% of international business, and the African geography registered a reduction of 35%.
Business outside Portugal generated in the Business Solutions area decreased to 53% of the respective Turnover (60% in 6M17) and in the Venture Capital area increased to 70% (62% in 6M17).
Novabase had on average, in the 6M18, 2044 employees, which represents a decrease of 1% compared to the 6M17 (2074) and an increase of 1% compared to FY17 (2032).
Average number of employee's breakdown by business area, during 6M18, was as follows:
Worthy of note is that international employees represent 11% of the total number in 6M18 (224), a growth of 4% YoY, in line with Novabase's focus on markets outside Portugal.
Novabase share price in 6M18 lost 11%, comparing to a 3% gain in the PSI20 Index and a 7% gain in the EuroStoxx Technology Index. Excluding the shareholder remuneration, Novabase share price would have registered a depreciation of 6%.
In this period, a dividend of 0.15 €/share was distributed.
The annual review of the composition of the PSI20 Index, in March 2018, established the exit of Novabase as of March, 19, where it was trading since March 20, 2017.
Also to be noted that, on April 2018, Euronext has once again chosen Novabase to join the Tech 40, an index which distinguishes European listed companies for their focus on innovation and development.
The evolution of Novabase share prices compared to other companies in the IT sector in Europe, in 6M18, was as follows:
In the end of the first half of 2018, Novabase presented a Price to Sales multiple of 0.62x, which represents a discount of 43% compared to the average of other companies in the sector in Europe (source: Reuters, ttm values at 30/06).
7% is the average upside according to the analysts who cover Novabase.
The average price target disclosed by the analysts who cover Novabase is 2.90 euros.
Rotation in 6M18 represented 9% of the capital and 2.8 million shares were traded, about 1/3 below the values recorded in 6M17 (rotation of 14% of the capital and 4.3 million shares traded).
| Summary | 1H16 | 2H16 | 1H17 | 2H17 | 1H18 |
|---|---|---|---|---|---|
| Minimum price (€) | 1.879 | 1.910 | 2.480 | 2.926 | 2.690 |
| Maximum price (€) | 2.150 | 2.490 | 3.397 | 3.639 | 3.170 |
| Volume weighted average price (€) | 2.026 | 2.220 | 2.962 | 3.324 | 2.926 |
| Closing price at the end of the period (€) | 1.980 | 2.490 | 3.200 | 3.049 | 2.720 |
| Nr. of shares traded | 1,092,537 1,736,117 4,287,838 3,939,572 2,812,743 | ||||
| Market cap in the last day (M€) | 62.2 | 78.2 | 100.5 | 95.7 | 85.4 |
The first half of 2018 results are overall in line with the expectations in terms of Turnover, but reflect some additional degradation in operating margins.
The international business accounts for 54% of the total activity, with Europe consolidating its position as the major market, contributing with 67%. In this period, EBITDA margin was 4.7% and Net Profit reached 2.0%.
Novabase remains committed to the compliance of the Guidance for 2018, which is challenging:
We reaffirm the priority of the transformation of the business, especially in relation to investments in offerings to enable future access to higher-quality, more sustainable businesses.
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 6M18 and prior periods, is analysed as follows:
| 6M16 | 6M17 | 6M18 | |
|---|---|---|---|
| Cash and cash equivalents | 18,572 | 67,109 | 50,786 |
| Held-to-maturity invest. / Investment securities - Non-current (*) | 6,337 | 866 | 11,841 |
| Held-to-maturity investments / Investment securities - Current (*) | 4,492 | 6,298 | 1,907 |
| Treasury shares held by the Company (**) | 17 | 1,205 | 1,024 |
| Bank borrowings - Non-current | (16,277) (11,532) | (8,429) | |
| Bank borrowings - Current | (4,915) | (4,745) | (5,166) |
| Net Cash | 8,226 | 59,201 | 51,963 |
(*) The Group adopted IFRS 9 on 1/1/2018 in accordance with the modified retrospective approach, and therefore the amounts of the comparative period are not restated. Accordingly, the amounts currently shown in the caption "Investment securities" in the comparative are shown under the heading "Held-to-maturity investments".
(**) 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:
| 6M16 | 6M17 | 6M18 | |
|---|---|---|---|
| Treasury shares held by the Company (thousands) | 8.615 | 376.611 | 376.611 |
| Closing price on the last tradable day (€) | 1.980 | 3.200 | 2.720 |
| Treasury shares held by the Company (EUR thousand) | 17 | 1,205 | 1,024 |
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.
| 30.06.18 (Thousands of Euros) |
31.12.17 | 30.06.18 | 30.06.17 (Thousands of Euros) |
Var. % | ||
|---|---|---|---|---|---|---|
| ASSETS | CONTINUING OPERATIONS | |||||
| Tangible assets | 9,332 | 10,019 | Sale of goods | 115 | 1,295 | |
| Intangible assets | 16,578 | 17,162 | Cost of goods sold | (83) | (661) | |
| Financial investments | 3,154 | 3,110 | ||||
| Held-to-maturity investments | - | 7,713 | Gross margin | 32 | 634 | -95.0 % |
| Investment securities | 11,841 | - | ||||
| Deferred income tax assets | 11,098 | 10,448 | Other income | |||
| Other non-current assets | 2,022 | 3,256 | Services rendered | 68,960 | 71,073 | |
| Total Non-Current Assets | 54,025 | 51,708 | Supplementary income and subsidies | 189 | 913 | |
| Other operating income | 398 | 354 | ||||
| Inventories | 38 | 46 | ||||
| Trade debtors and accrued income | 46,131 | 61,642 | 69,547 | 72,340 | ||
| Other debtors and prepaid expenses | 12,102 | 7,323 | ||||
| Derivative financial instruments | 46 | 18 | 69,579 | 72,974 | ||
| Held-to-maturity investments | - | 7,353 | ||||
| Investment securities | 1,907 | - | Other expenses | |||
| Cash and cash equivalents | 50,786 | 56,136 | External supplies and services | (26,112) | (30,472) | |
| Total Current Assets | 111,010 | 132,518 | Employee benefit expense | (40,562) | (43,453) | |
| Provisions reversal | 678 | 6,794 | ||||
| Assets for continuing operations | 165,035 | 184,226 | Other operating expenses | (315) | (470) | |
| Assets for discontinued operations | - | - | (66,311) | (67,601) | ||
| Total Assets | 165,035 | 184,226 | Gross Net Profit (EBITDA) | 3,268 | 5,373 | -39.2 % |
| Restructuring costs | - | - | ||||
| EQUITY | Operating Gross Net Profit | 3,268 | 5,373 | -39.2 % | ||
| Share capital | 15,701 | 15,701 | Depreciation and amortization | (1,299) | (1,533) | |
| Treasury shares | (188) | (188) | ||||
| Share premium | 43,560 | 43,560 | Operating Profit (EBIT) | 1,969 | 3,840 | -48.7 % |
| Reserves and retained earnings | 2,850 | 3,722 | Financial results | (924) | (246) | |
| Net profit | 1,415 | 4,774 | Gain on net monetary position | 172 | - | |
| Total Shareholders' Equity | 63,338 | 67,569 | ||||
| Non-controlling interests | 12,740 | 13,597 | Net Profit before taxes (EBT) | 1,217 | 3,594 | -66.1 % |
| Total Equity | 76,078 | 81,166 | Income tax expense | (277) | (938) | |
| Net Profit from continuing operations | 940 | 2,656 | -64.6 % | |||
| LIABILITIES | ||||||
| Bank borrowings | 8,429 | 10,563 | DISCONTINUED OPERATIONS | |||
| Finance lease liabilities | 6,208 | 6,274 | Net Profit from discont. operations | - | 2,696 | -100.0 % |
| Provisions | 10,119 | 10,369 | ||||
| Other non-current liabilities | 406 | 744 | Non-controlling interests | 475 | (1,428) | |
| Total Non-Current Liabilities | 25,162 | 27,950 | ||||
| Attributable Net Profit | 1,415 | 3,924 | -63.9 % | |||
| Bank borrowings | 5,166 | 4,963 |
Finance lease liabilities 1,298 1,944 Trade payables 4,978 5,616
| Other creditors and accruals | 31,681 | 36,581 | |||
|---|---|---|---|---|---|
| Derivative financial instruments | 143 | - | |||
| Deferred income | 19,626 | 25,103 | |||
| Total Current Liabilities | 62,892 | 74,207 | |||
| Total Liabilities for cont. operations | 88,054 | 102,157 | |||
| Total Liabilities for discont. operations | 903 | 903 | |||
| Total Liabilities | 88,957 | 103,060 | Other information: | ||
| Turnover | 69,075 | 72,368 | |||
| Total Equity and Liabilities | 165,035 | 184,226 | EBITDA margin | 4.7 % | 7.4 % |
| EBT % on Turnover | 1.8 % | 5.0 % | |||
| Net Cash | 51,963 | 56,824 | Net profit % on Turnover | 2.0 % | 5.4 % |
| Turnover | 69,075 | 72,368 | -4.6 % | |||
|---|---|---|---|---|---|---|
| Total Equity and Liabilities | 165,035 | 184,226 | EBITDA margin | 4.7 % | 7.4 % | |
| EBT % on Turnover | 1.8 % | 5.0 % | ||||
| Net Cash | 51,963 | 56,824 | Net profit % on Turnover | 2.0 % | 5.4 % |
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) | ||||
|---|---|---|---|---|
| Business Solutions |
Discont. op. IMS |
Venture Capital |
NOVABASE | |
| CONTINUING OPERATIONS | ||||
| Sale of goods | 115 | - | - | 115 |
| Cost of goods sold | (83) | - | - | (83) |
| Gross margin | 32 | - | - | 32 |
| Other income | - | - | - | - |
| Services rendered | 65,938 | - | 3,022 | 68,960 |
| Supplementary income and subsidies | 188 | - | 1 | 189 |
| Other operating income | 329 | - | 69 | 398 |
| 66,455 | - | 3,092 | 69,547 | |
| - 66,487 |
- - |
- 3,092 |
- 69,579 |
|
| Other expenses | - | - | - | - |
| External supplies and services | (24,166) | - | (1,946) | (26,112) |
| Employee benefit expense | (38,693) | - | (1,869) | (40,562) |
| (Provisions) / Provisions reversal | 708 | - | (30) | 678 |
| Other operating expenses | (290) - |
- - |
(25) - |
(315) - |
| (62,441) - |
- - |
(3,870) - |
(66,311) - |
|
| Gross Net Profit (EBITDA) | 4,046 | - | (778) | 3,268 |
| Depreciation and amortization | - (1,103) |
- - |
- (196) |
- (1,299) |
| Operating Profit (EBIT) | 2,943 | - | (974) | 1,969 |
| Financial results | - (879) |
- - |
- (45) |
- (924) |
| Gain on net monetary position | 172 | - | - | 172 |
| Net Profit / (Loss) before Taxes (EBT) | 2,236 | - | (1,019) | 1,217 |
| Income tax expense | - (413) |
- - |
- 136 |
- (277) |
Net Profit / (Loss) from cont. operations 1,823 - (883) 940
| Non-controlling interests | 250 | - | 225 | 475 |
|---|---|---|---|---|
| Attributable Net Profit / (Loss) | 2,073 - |
- - |
(658) - |
1,415 - |
| Other information : | ||||
| Turnover | 66,053 | - | 3,022 | 69,075 |
| EBITDA | 4,046 | - | (778) | 3,268 |
| EBITDA % on Turnover | 6.1% | -25.7% | 4.7% | |
| EBT % on Turnover | 3.4% | -33.7% | 1.8% |
List of Shareholders with Qualifying Stakes (under the terms of paragraph 1 c) of Article 9º of the Portuguese Securities Commission Regulation no. 5/2008, with the detail of the number of shares held and the corresponding percentage of voting rights, computed under the terms of paragraph 3 b) and Article 16º of the Portuguese Securities Code - 'CVM')
| Shareholder | Number of Shares |
% Share capital with voting rights |
|---|---|---|
| HNB - SGPS, S.A. 1 | 10,261,395 | 32.68% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 6.68% |
| João Nuno da Silva Bento 1 | 1 | 0.00% |
| Álvaro José da Silva Ferreira 1 | 1 | 0.00% |
| Luís Paulo Cardoso Salvado 1 | 1 | 0.00% |
| José Afonso Oom Ferreira de Sousa 1 | 1 | 0.00% |
| Number of shares attributable to signatories of the Novabase | ||
| Shareholders' Agreement (under the terms of article 20, paragraph | 12,359,012 | 39.36% |
| 1 of the Securities Code) 2 | ||
| Partbleu, Sociedade Gestora de Participações Sociais, S.A. 3 | 3,180,444 | 10.13% |
| Maria Manuela de Oliveira Marques | 1,043,924 | 3.32% |
| Fernando Fonseca Santos (a) | 1,575,020 | 5.02% |
| 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. (under the terms of article 20, | 1,511,442 | 4.81% |
| paragraph 1 of the Securities Code) 4 | ||
| IBIM2 Limited | 3,144,217 | 10.01% |
| Lazard Frères Gestion SAS | 669,122 | 2.13% |
| Total (a) | 23,483,181 | 74.78% |
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 - SGPS, S.A., having signed a shareholder's agreement for all of this company's share capital.
2 The entire holding is attributable to shareholders José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, João Nuno da Silva Bento and Pedro Miguel Quinteiro Marques de Carvalho, pursuant to the Novabase Shareholders' Agreement.
3 At the time of receiving notice of the qualified holding, Novabase was informed that 72% of this company was indirectly held by Miguel Pais do Amaral, thereby allocating these voting rights to him.
4 At the time of receiving notice of the qualified holding, Novabase was informed that the above funds are 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 2018 or before.
(a) On September 26, 2018, the shareholder Fernando Fonseca Santos reported to the Company that he sold all of its shares until 26/01/18, reason why on June 30, 2018 he does not hold any shares of Novabase. Accordingly, qualifying holdings total 21,908,161 shares, which represent 69.77% of the share capital and respective voting rights, as at June 30, 2018.
Information concerning stakes held in the company by members of the board of directors and supervisory boards (under the terms of paragraph 5 of Article 447º of the Portuguese Commercial Companies Code)
| Holders | Number of Shares 1 |
% Share capital with voting rights |
|---|---|---|
| 1 | 0.00% | |
| 1 | 0.00% | |
| 2,097,613 | 6.68% | |
| Luís Paulo Cardoso Salvado 2 | 1 | 0.00% |
| Álvaro José da Silva Ferreira 2 | 1 | 0.00% |
| Francisco Paulo Figueiredo Morais Antunes | 30,335 | 0.10% |
| María del Carmen Gil Marín | 23,001 | 0.07% |
| Marta Isabel dos Reis da Graça Rodrigues do Nascimento | 0 | 0.00% |
| Álvaro José Barrigas do Nascimento (Chairman of the Audit Board) | 0 | 0.00% |
| Miguel Tiago Perestrelo Ribeiro Ferreira (Member of the Audit Board) | 0 | 0.00% |
| Maria de Fátima Piteira Patinha Farinha (Member of the Audit Board) | 0 | 0.00% |
| Manuel Saldanha Tavares Festas (substitute Member of the Audit Board) | 74,986 | 0.24% |
| KPMG & Associados – SROC, represented by Paulo Alexandre Martins | ||
| Quintas Paixão (acting Statutory Auditor and representative) | 0 | 0.00% |
| Maria Cristina Santos Ferreira (substitute Statutory Auditor) | 0 | 0.00% |
| José Afonso Oom Ferreira de Sousa 2 João Nuno da Silva Bento 2 Pedro Miguel Quinteiro Marques de Carvalho 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 2018 or before.
2 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 - SGPS, S.A., where they hold management positions. HNB - SGPS, S.A. holds 10,261,395 shares representing 32.68% of Novabase's share capital and respective voting rights.
(Summary of the transactions on Novabase shares reported in the 1st half of 2018, pursuant to the terms and for the purposes of articles 248-B of the Portuguese Securities Code and of paragraph 7 of the article 14 of the Portuguese Securities Commission Regulation no. 5/2008, and of the Commission Implementing Regulation (EU) 2016/523 of 10 March 2016)
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 period, the management transactions were as follows:
| Director / Closely associated person |
Transaction Date | Location | # Shares Share price |
€ | |
|---|---|---|---|---|---|
| Pedro Marques de Carvalho | Disposal | 04-01-2018 | Over-the-Counter | 191,455 | 3.130 |
At 30 June 2018, as a result of such transactions, the referred director held the following shareholding in the Company's share capital:
| # | % | |
|---|---|---|
| Director / Closely associated person |
Shares (held directly and indirectly) |
Share capital and voting rights |
| Pedro Marques de Carvalho | 2,097,613 | 6.68% |
(Under the terms of paragraph 5 d) of Article 66º of the Portuguese Commercial Companies Code)
At 31 December 2017, Novabase S.G.P.S. held 376,611 own shares, representing 1.20% of its share capital.
During the first half of 2018, there were no own shares transactions.
Thus, at 30 June 2018, Novabase S.G.P.S. held 376,611 own shares, representing 1.20% of its share capital.
During the period, Novabase S.G.P.S. shares always had a nominal value of € 0.5.
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)
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| 2018 | 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 2018 | 6 | |
| ● | Condensed Consolidated Interim Statement of Profit and Loss for the period of 6 months ended 30 June 2018 | 7 |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2018 | 8 | |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2018 | ||
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2018 | 10 | |
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2018 | 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. Property, plant and equipment and intangible assets | 16 | |
| Note 6. Deferred tax assets and liabilities | 16 | |
| Note 7. Trade and other receivables | 17 | |
| Note 8. Cash and cash equivalents | 17 | |
| Note 9. Reserves and retained earnings | 17 | |
| Note 10. Non-controlling interests | 18 | |
| Note 11. Borrowings | 18 | |
| Note 12. Provisions | 19 | |
| Note 13. Trade and other payables | 20 | |
| Note 14. Other gains/(losses) - net | 20 | |
| Note 15. Finance income | 20 | |
| Note 16. Finance costs | 20 | |
| Note 17. Income tax expense | 21 | |
| Note 18. Earnings per share | 21 | |
| Note 19. Related parties | 21 | |
| Note 20. Discontinued operations | 23 | |
| Note 21. Contingencies | 23 | |
| Note 22. Events after the reporting period | 23 23 |
|
| Note 23. Note added for translation | ||
| SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 25 | |
| ● | Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. | 27 |
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2018
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.18 | 31.12.17 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 5 | 9,332 | 10,019 |
| Intangible assets | 5 | 16,578 | 17,162 |
| Investments in associates | 285 | 314 | |
| Financial assets at fair value through profit or loss | 2,869 | 2,796 | |
| Held-to-maturity investments | 2 | - | 7,713 |
| Investment securities | 2 | 11,841 | - |
| Deferred tax assets | 6 | 11,098 | 10,448 |
| Other non-current assets | 2,022 | 3,256 | |
| Total Non-Current Assets | 54,025 | 51,708 | |
| Current Assets | |||
| Inventories | 38 | 46 | |
| Trade and other receivables | 7 | 39,657 | 49,745 |
| Accrued income | 12,340 | 16,356 | |
| Income tax receivable | 1,681 | 1,318 | |
| Derivative financial instruments | 46 | 18 | |
| Other current assets | 4,555 | 1,546 | |
| Held-to-maturity investments | 2 | - | 7,353 |
| Investment securities Cash and cash equivalents |
2 8 |
1,907 50,786 |
- 56,136 |
| Total Current Assets | 111,010 | 132,518 | |
| Assets from discontinued operations Total Assets |
20 | - 165,035 |
- 184,226 |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (188) | (188) | |
| Share premium | 43,560 | 43,560 | |
| Reserves and retained earnings | 2,850 | 3,722 | |
| Profit for the period | 1,415 | 4,774 | |
| Total Equity attributable to owners of the parent | 63,338 | 67,569 | |
| Non-controlling interests | 10 | 12,740 | 13,597 |
| Total Equity | 76,078 | 81,166 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 11 | 14,637 | 16,837 |
| Provisions | 12 | 10,119 | 10,369 |
| Other non-current liabilities | 406 | 744 | |
| Total Non-Current Liabilities | 25,162 | 27,950 | |
| Current Liabilities | |||
| Borrowings | 11 | 6,464 | 6,907 |
| Trade and other payables | 13 | 36,199 | 41,619 |
| Income tax payable | 460 | 578 | |
| Derivative financial instruments | 143 | - | |
| Deferred income and other current liabilities | 19,626 | 25,103 | |
| Total Current Liabilities | 62,892 | 74,207 | |
| Liabilities from discontinued operations | 20 | 903 | 903 |
| Total Liabilities | 88,957 | 103,060 | |
| Total Equity and Liabilities | 165,035 | 184,226 | |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
The accompanying notes are an integral part of these condensed consolidated interim financial statements
for the period of 6 months ended 30 June 2018
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 6 M * | |||
| Note | 30.06.18 | 30.06.17 | |
| Continuing operations | |||
| Sales | 4 | 115 | 1,295 |
| Services rendered | 4 | 68,960 | 71,073 |
| Cost of sales | (83) | (661) | |
| External supplies and services | (26,112) | (30,472) | |
| Employee benefit expense | (40,562) | (43,453) | |
| Other gains/(losses) - net | 14 | 950 | 7,591 |
| Depreciation and amortisation | (1,299) | (1,533) | |
| Operating Profit | 1,969 | 3,840 | |
| Finance income | 15 | 820 | 1,568 |
| Finance costs | 16 | (1,715) | (1,780) |
| Share of loss of associates | (29) | (34) | |
| Gain on net monetary position | 172 | - | |
| Profit Before Income Tax | 1,217 | 3,594 | |
| Income tax expense | 17 | (277) | (938) |
| Profit from continuing operations | 940 | 2,656 | |
| Discontinued operations | |||
| Profit from discontinued operations | 20 | - | 2,696 |
| Profit for the period | 940 | 5,352 | |
| Profit attributable to: | |||
| Owners of the parent | 1,415 | 3,924 | |
| Non-controlling interests | 10 | (475) | 1,428 |
| 940 | 5,352 | ||
| Earnings per share from continuing and discontinued operations attributable to owners of the parent (Euros per share) |
|||
| Basic earnings per share | |||
| From continuing operations | 18 | 0.05 Euros | 0.04 Euros |
| From discontinued operations | 18 | ||
| Zero Euros | 0.09 Euros | ||
| From profit for the period Diluted earnings per share |
18 | 0.05 Euros | 0.13 Euros |
| From continuing operations | 18 | 0.05 Euros | 0.04 Euros |
| From discontinued operations | 18 | Zero Euros | 0.09 Euros |
| From profit for the period | 18 | 0.05 Euros | 0.13 Euros |
| 6 M * - period of 6 months ended |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
for the period of 6 months ended 30 June 2018
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.18 | 30.06.17 | ||
| Profit for the period | 940 | 5,352 | ||
| Other comprehensive income for the period Items that may be reclassified to profit or loss |
||||
| Exchange differences on foreign operations, net of tax | 6 | 916 | (1,333) | |
| Other comprehensive income for the period | 916 | (1,333) | ||
| Total comprehensive income for the period | 1,856 | 4,019 | ||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 1,883 | 3,302 | ||
| Non-controlling interests | (27) | 717 | ||
| 1,856 | 4,019 |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Exchange dif. Reserves | Non | ||||||||
| Note | Share | Treasury | Share | Legal | on foreign and retained -controlling | Total | |||
| capital | shares | premium | reserves | operations | earnings | interests | Equity | ||
| Balance at 1 January, 2017 | 15,701 | (4) | 43,560 | 3,140 | (8,656) | 31,164 | 8,151 | 93,056 | |
| Profit for the period | - | - | - | - | - | 3,924 | 1,428 | 5,352 | |
| Other comprehensive income for the period | 10 | - | - | - | - | (622) | - | (711) | (1,333) |
| Total comprehensive income for the period | - | - | - | - | (622) | 3,924 | 717 | 4,019 | |
| Transactions with owners | |||||||||
| Dividends | 9, 10 | - | - | - | - | - | (4,654) | - | (4,654) |
| Treasury shares movements | - | (184) | - | - | - | (826) | - | (1,010) | |
| Transactions with owners | - | (184) | - | - | - | (5,480) | - | (5,664) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 30 June, 2017 | 15,701 | (188) | 43,560 | 3,140 | (9,278) | 29,608 | 8,868 | 91,411 | |
| 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) |
2 | - | - | - | - | - | (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 | 10 | - | - | - | - | 503 | (35) | 448 | 916 |
| Total comprehensive income for the period | - | - | - | - | 503 | 1,380 | (27) | 1,856 | |
| Transactions with owners | |||||||||
| Dividends | 9, 10 | - | - | - | - | - | (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 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
9
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 6 M * | |||
| Note | 30.06.18 | 30.06.17 | |
| Cash flows from operating activities | |||
| Net Cash from / (used in) operating activities | 1,789 | (1,962) | |
| Cash flows from investing activities | |||
| Proceeds: Sale of subsidiaries, associates and other partic. companies Loans granted to associates and participated companies Disposal of investment securities / held-to-maturity investments Sale of property, plant and equipment Interest received |
4 165 5,824 54 624 |
41,063 750 1,426 96 526 |
|
| 6,671 | 43,861 | ||
| Payments: Purchases of investment securities / held-to-maturity investments Purchases of property, plant and equipment Purchases of intangible assets |
(4,680) (382) (29) |
- (231) (156) |
|
| (5,091) | (387) | ||
| Net Cash from investing activities | 1,580 | 43,474 | |
| Cash flows from financing activities | |||
| Proceeds: Proceeds from borrowings Capital contribution by non-controlling interests (i) |
11 (a) | 200 (60) |
- - |
| Payments: Repayments of borrowings Dividends paid Payment of finance lease liabilities |
11 (a) 9, 10 11 (a) |
140 (2,131) (4,654) (384) |
- (2,927) (4,654) (502) |
| Interest paid Purchase of treasury shares |
(461) - |
(409) (1,010) |
|
| (7,630) | (9,502) | ||
| Net Cash used in financing activities | (7,490) | (9,502) | |
| Cash and cash equivalents at the beginning of period | 8 | 56,136 | 35,703 |
| Net increase / (decrease) of cash and cash equivalents | (4,121) | 32,010 | |
| Effects of exchange rate changes on cash and cash equiv. | (1,229) | (604) | |
| Cash and cash equivalents at the end of period | 8 | 50,786 | 67,109 |
| 6 M * - period of 6 months ended |
(i) Refund of capital contribution made in excess by the NCI of the Venture Capital Fund created in 2017: FCR NB Capital + Inovação.
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
for the period of 6 months ended 30 June 2018
Novabase, Sociedade Gestora de Participações Sociais, SA (hereinafter referred to as Novabase 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.
These condensed consolidated interim financial statements were approved and authorized for issuance by the Board of Directors on July 26, 2018. 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.
These condensed consolidated interim financial statements for the period of six months ended 30 June 2018 have been prepared in accordance with IAS 34, 'Interim financial reporting'. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with IFRSs, 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.
Except as described below in note 2.2., the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2017, as described in those financial statements. No other standard, interpretation or amendment to existing standards that became effective in this period is material for the Group.
At 1 January 2018, IFRS 9 - Financial Instruments and IFRS 15 - Revenue from contracts with customers came into force, being adopted by Novabase in these financial statements for June 2018.
The following table summarises the impacts, net of tax, of transition to IFRS 9 and IFRS 15 on reserves and retained earnings and noncontrolling interests, and on the financial position of the Group.
| IFRS 9 | IFRS 15 | Total | |
|---|---|---|---|
| Reserves and retained earnings | |||
| Services rendered | - | (1,473) | (1,473) |
| Recognition of expected credit losses | (375) | - | (375) |
| Related tax | 79 | 309 | 388 |
| Impact at 1 January 2018 | (296) | (1,164) | (1,460) |
| Non-controlling interests | |||
| Services rendered | - | (667) | (667) |
| Recognition of expected credit losses | (384) | - | (384) |
| Related tax | 81 | 140 | 221 |
| Impact at 1 January 2018 | (303) | (527) | (830) |
| IFRS 9 | IFRS 15 | Total | |
|---|---|---|---|
| Assets | |||
| Non-Current Assets | (229) | 449 | 220 |
| Current Assets | (370) | (1,963) | (2,333) |
| Total Assets | (599) | (1,514) | (2,113) |
| Equity | |||
| Equity attributable to owners of the parent | (296) | (1,164) | (1,460) |
| Non-controlling interests | (303) | (527) | (830) |
| Total Equity | (599) | (1,691) | (2,290) |
| Liabilities | |||
| Non-Current Liabilities | - | - | - |
| Current Liabilities | - | 177 | 177 |
| Liabilities from discontinued operations | - | - | - |
| Total Liabilities | - | 177 | 177 |
| Total Equity and Liabilities | (599) | (1,514) | (2,113) |
The following tables summarise the impacts of adopting IFRS 9 and IFRS 15 on the Group's Condensed Consolidated Interim Statement of Financial Position as at 30 June 2018 and its Condensed Consolidated Interim Statements of Profit and Loss for the six months ended 30 June 2018. There was no material impact on the Condensed Consolidated Interim Statement of Cash Flows for the six month period ended 30 June 2018.
| Amounts without | ||||
|---|---|---|---|---|
| As reported | adoption of | |||
| 30.06.18 | IFRS 9 | IFRS 15 | IFRS 9 and 15 | |
| Assets | ||||
| Non-Current Assets | 54,025 | (505) | 343 | 54,187 |
| Current Assets | 111,010 | (107) | (805) | 111,922 |
| Total Assets | 165,035 | (612) | (462) | 166,109 |
| Equity | ||||
| Equity attributable to owners of the parent | 63,338 | (302) | (945) | 64,585 |
| Non-controlling interests | 12,740 | (310) | (348) | 13,398 |
| Total Equity | 76,078 | (612) | (1,293) | 77,983 |
| Liabilities | ||||
| Non-Current Liabilities | 25,162 | - | - | 25,162 |
| Current Liabilities | 62,892 | - | 831 | 62,061 |
| Liabilities from discontinued operations | 903 | - | - | 903 |
| Total Liabilities | 88,957 | - | 831 | 88,126 |
| Total Equity and Liabilities | 165,035 | (612) | (462) | 166,109 |
| Amounts without | ||||
|---|---|---|---|---|
| As reported | adoption of | |||
| 6 M * | IFRS 9 | IFRS 15 | IFRS 9 and 15 | |
| Continuing operations | ||||
| Services rendered | 68,960 | - | 2,725 | 66,235 |
| External supplies and services | (26,112) | - | (888) | (25,224) |
| Employee benefit expense | (40,562) | - | (1,333) | (39,229) |
| Operating Profit | 1,969 | - | 504 | 1,465 |
| Profit Before Income Tax | 1,217 | (16) | 504 | 729 |
| Income tax expense | (277) | 3 | (106) | (174) |
| Profit from continuing operations | 940 | (13) | 398 | 555 |
| Profit for the period | 940 | (13) | 398 | 555 |
| Profit attributable to: | ||||
| Owners of the parent | 1,415 | (6) | 219 | 1,202 |
| Non-controlling interests | (475) | (7) | 179 | (647) |
** Line items that were not affected by the changes have not been here included. As a result, the sub-totals and totals disclosed cannot be recalculated from the numbers provided.
The adoption of these standards led to several changes in the Group accounting policies, models and procedures, as well as in disclosures.
IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items, replacing IAS 39 Financial Instruments: Recognition and Measurement.
This standard brings together all three aspects of the accounting for financial instruments: classification and measurement, impairment of financial assets and hedge accounting.
Novabase has adopted IFRS 9 on the required effective date, i.e. 1 January 2018, and has not restated comparative information, as provided by the standard.
According to the analysis performed, the main impacts on Novabase Group from the adoption of IFRS 9 were as follows:
Under IFRS 9, the classification and measurement of financial assets shall be based on the business model used to manage them ("business model test") and on the characteristics of their contractual cash flows ("SPPI test"). In this context, a financial asset is measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, being the remain financial assets measured at fair value recognised through other comprehensive income (if there is also an intention to sell the assets) or through profit or loss (if they are not classified in any of the previous models and are, for example, managed on the basis of their fair value). Regarding the classification and measurement of financial liabilities, the changes to IAS 39 introduced by IFRS 9 are residual.
Except for the following paragraph, Novabase had no impacts on applying the classification and measurement requirements of IFRS 9. On the one hand, the Group continues to measure at fair value all the financial assets that were already measured at fair value in accordance with IAS 39. On the other hand, since loans and trade receivables are held to collect contractual cash flows and these cash flows represent only payments of principal and interest, they meet the criteria for amortised cost measurement under IFRS 9.
Comparing with the previous standard, the category of "Held-to-maturity investments" ceases to exist. Accordingly, the amounts recorded under this caption as at 31 December 2017 were reclassified to "Investment securities".
IFRS 9 establishes a new impairment model based on the expected credit losses (ECL), which replaces the previous impairment model based on the incurred credit losses set out in IAS 39. This model is the basis for the recognition of impairment losses on held debt instruments that are measured at amortised cost or at fair value through other comprehensive income (which includes, namely, trade receivables and debt securities).
As soon as the loss event occurs (what is previous defined in IAS 39 as 'objective evidence of impairment'), the impairment allowance would be allocated directly to financial asset affected, which provide the same accounting treatment, from that point, similar to the previous IAS 39.
One of the main amendments resulting from the adoption of this standard is the recognition of impairment on the exposure to securities, bank deposits and other financial applications which was not required under IAS 39, except if there was objective evidence of impairment.
Regarding to the trade receivables, Novabase applies the simplified approach and record lifetime expected losses. These losses were determined based on actual credit loss experience over a period that, per business or type of customers, was considered statistically relevant and representative of the specific characteristics of the underlying credit risk. The application of this model had no impact on the recognition of additional impairments.
For investment securities, impairments are calculated by assigning (i) a probability of default that derives from the rating of the issuer, and (ii) a Loss Given Default (LGD) that results from market parameters. Unless there is objective evidence of impairment, exposure is treated as stage 1, which means the impairment losses are calculated for 12 months. The application of the new standard had a negative impact on total equity at 1 January 2018 in the amount of EUR 599 thousand.
As at 30 June 2018, the Group reassessed its exposure to securities, the probability of default and LGD, and recognised an additional loss (net of tax) of EUR 13 thousand.
Novabase uses derivative financial instruments ("forwards ") to hedge exchange rate risk to which is exposed to. These instruments do not meet the requirements of hedge accounting. In this sense, there were no impacts to the Novabase Group arising from this component.
The revenue recognition model according to IFRS 15 is based on a five step model in order to determine when the revenue should be recognised and the amount:
According to this model, the revenue recognition depends on whether the performance obligations are satisfied over the period or, on the contrary, the control of the goods or services is transferred to the customer at a given point in time. The revenue should be recognised for the amount that the company expects to be entitled to receive as consideration for the delivery of these goods or services.
Novabase adopted IFRS 15 using the modified retrospective approach, with the cumulative effect of the initial application of the standard recognised in Equity at the date of initial application, i.e. 1 January 2018, therefore the amounts of the comparative period were not restated. Under this approach, Novabase applied IFRS 15 retrospectively only to contracts that were not completed at the date of initial application.
By the application of the new standard, the Group registered a decrease on shareholders' equity at 1 January 2018 of EUR 1,164 thousand.
According to the analysis performed, the main impacts on the Novabase Group from the adoption of IFRS 15 were as follows:
Before the adoption of this new standard, the revenue was recognised in the accounting period in which the services were rendered.
According to IFRS 15, revenue inherent to the services continues to be recognised over time, given that the customer simultaneously receives and consumes the benefits provided. In cases where it is verified that the customer does not receive or consume goods and services over time, Novabase does not recognise any revenue, only recognising when the performance obligation is met.
Before the adoption of this new standard, the Group recognised income and costs associated with turn-key projects contracts, on an individual basis, according to the percentage of completion method, even if receipt of the total consideration was conditional on successful completion of the rendered services.
Under IFRS 15, the revenue is recognised only when the performance obligation is satisfied. Earned consideration that is conditional to the completion of the services rendered is recognised as a contract asset (included in 'Accrued income' caption) rather than a receivable. Additionally, by the evaluation of the allocation of the transaction price to each performance obligation in accordance with IFRS 15 (which is made based on the stand-alone selling prices, therefore with impacts in the amount and timing of revenue recognition), the Group registered a slight deferral of revenue and its margin in some projects.
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 2017, except for new significant judgements and key sources of estimation uncertainty related to the application of IFRS 9 and IFRS 15, which are described in note 2.2.
Novabase activity is aggregated into two operating segments:
Revenues from operating segments, as well as other measures of profit or loss and material items within the consolidated income statement, can be analysed as follows:
| Business | Venture | Disc. operations | ||
|---|---|---|---|---|
| Solutions | Capital | NOVABASE | IMS | |
| At 30 June 2017 | ||||
| Total segment sales and services rendered | 90,561 | 2,595 | 93,156 | - |
| Inter-segment sales and services rendered | 20,386 | 402 | 20,788 | - |
| Sales and services rendered | 70,175 | 2,193 | 72,368 | - |
| Depreciation and amortisation | (1,352) | (181) | (1,533) | - |
| Operating profit/(loss) | 4,221 | (381) | 3,840 | 2,696 |
| Finance costs – net | (126) | (86) | (212) | - |
| Share of loss of associates | - | (34) | (34) | - |
| Income tax expense | (676) | (262) | (938) | - |
| Profit/(Loss) from operations | 3,419 | (763) | 2,656 | 2,696 |
| Other information: | ||||
| (Provisions) / Provisions reversal | 2,233 | - | 2,233 | - |
| Impairment of receivables | 4,513 | 6 | 4,519 | - |
| Inventory impairment | 42 | - | 42 | - |
| Business | Venture | Disc. operations | |||
|---|---|---|---|---|---|
| Solutions | Capital | NOVABASE | IMS | ||
| At 30 June 2018 | |||||
| Total segment sales and services rendered | 90,120 | 3,371 | 93,491 | - | |
| Inter-segment sales and services rendered | 24,067 | 349 | 24,416 | - | |
| Sales and services rendered | 66,053 | 3,022 | 69,075 | - | |
| Depreciation and amortisation | (1,103) | (196) | (1,299) | - | |
| Operating profit/(loss) | 2,943 | (974) | 1,969 | - | |
| Finance costs – net | (879) | (16) | (895) | - | |
| Share of loss of associates | - | (29) | (29) | - | |
| Gain on net monetary position | 172 | - | 172 | - | |
| Income tax expense | (413) | 136 | (277) | - | |
| Profit/(Loss) from operations | 1,823 | (883) | 940 | - | |
| Other information: | |||||
| (Provisions) / Provisions reversal | 249 | 1 | 250 | - | |
| Impairment of receivables | 459 | (31) | 428 | - | |
| Inventory impairment | - | - | - | - |
In 2017, the amount recorded in results from discontinued operations reflects the adjustment on the gain generated by the sale of IMS Business (see note 20).
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 2017, are analysed as follows:
| Portugal | Europe | Others | Novabase | |
|---|---|---|---|---|
| Sales and services rendered | 29,010 | 27,846 | 15,512 | 72,368 |
Sales and services rendered to external clients, by destination geography, in 1st Half of 2018, are analysed as follows:
| Portugal | Europe | Others | Novabase | |
|---|---|---|---|---|
| Sales and services rendered | 31,894 | 24,990 | 12,191 | 69,075 |
During the periods ended at 30 June 2018 and 30 June 2017, 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 2017 | 8,899 | 18,104 |
| Acquisitions / increases | 1,573 | 156 |
| Write-offs / disposals | (680) | - |
| Exchange differences | 8 | - |
| Depreciation and amortisation | (886) | (647) |
| Net book value at 30 June 2017 | 8,914 | 17,613 |
| 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 |
The movement in the deferred tax assets was as follows:
| 30.06.18 | 31.12.17 | |
|---|---|---|
| Balance at 1 January | 10,448 | 9,545 |
| Exchange differences | 6 | 23 |
| Other comprehensive income charge | 566 | 302 |
| Profit or loss charge | 78 | 578 |
| Balance at the end of the period | 11,098 | 10,448 |
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 2017 | 128 | 6,400 | 3,017 | 9,545 |
| Profit or loss charge | (1,276) | 3,354 | (1,500) | 578 |
| Other comprehensive income charge | 302 | - | - | 302 |
| Exchange differences | 23 | - | - | 23 |
| Balance at 31 December 2017 | (823) | 9,754 | 1,517 | 10,448 |
| Profit or loss charge | (417) | 706 | (211) | 78 |
| Other comprehensive income charge | 566 | - | - | 566 |
| Reclassifications | 600 | (600) | - | - |
| Exchange differences | 6 | - | - | 6 |
| Balance at 30 June 2018 | (68) | 9,860 | 1,306 | 11,098 |
| 30.06.18 | 31.12.17 | |
|---|---|---|
| Trade receivables | 35,863 | 48,088 |
| Provision for impairment of trade receivables | (2,072) | (2,802) |
| 33,791 | 45,286 | |
| Prepayments to suppliers | 375 | 419 |
| Employees | 104 | 86 |
| Value added tax | 1,753 | 1,409 |
| Receivables from related parties (note 19 iii) | 15 | 15 |
| Receivables from financed projects | 1,660 | 1,660 |
| Capital subscribers of Fundo de Capital de Risco NB Capital +Inovação | 2,468 | 1,174 |
| Other receivables | 653 | 901 |
| Provision for impairment of other receivables | (1,162) | (1,205) |
| 5,866 | 4,459 | |
| 39,657 | 49,745 |
Movements in provisions for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.18 | 31.12.17 | 30.06.18 | 31.12.17 | 30.06.18 | 31.12.17 | |
| Balance at 1 January | 2,802 | 11,160 | 1,205 | 1,131 | 4,007 | 12,291 |
| Impairment | 80 | 885 | - | 91 | 80 | 976 |
| Impairment reversal | (504) | (8,639) | (4) | - | (508) | (8,639) |
| Exchange differences | (300) | (115) | (39) | (17) | (339) | (132) |
| Write-offs | (6) | (489) | - | - | (6) | (489) |
| Balance at the end of the period | 2,072 | 2,802 | 1,162 | 1,205 | 3,234 | 4,007 |
With reference to the consolidated statement of cash flows, the detail and description of Cash and cash equivalents is analysed as follows:
| 30.06.18 | 31.12.17 | |
|---|---|---|
| - Cash | 27 | 13 |
| - Short term bank deposits | 50,759 | 56,123 |
| Cash and cash equivalents Caixa e equivalentes a caixa |
50,786 | 56,136 |
| - Overdrafts | - | - |
| 50,786 | 56,136 |
In the General Meeting of Shareholders held on May 2018, 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 2018.
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Payment to shareholders Remuneration of the treasury shares held by the Company |
4,654 56 |
4,654 56 |
| 4,710 | 4,710 |
| 30.06.18 | 31.12.17 | ||
|---|---|---|---|
| Balance at 1 January | 13,597 | 8,151 | |
| Impact accordingly IAS 29 | - | (710) | |
| Adjustment on initial application of IFRS 9 and IFRS 15 (net of tax) - see note 2 | (830) | - | |
| (*) | Change in consolidation perimeter | - | 3,292 |
| (**) | Distribution of dividends to non-controlling interests | - | (1,272) |
| Exchange differences on foreign operations | 448 | (226) | |
| Profit/(loss) attributable to non-controlling interests | (475) | 4,362 | |
| Balance at the end of the period | 12,740 | 13,597 |
(*) In 2017, it was established a new venture capital fund, 'FCR Novabase Capital +Inovação'.
(**) In 2017, CelFocus, S.A. approved dividends to its shareholders. These dividends were paid in the year of their attribution.
| 30.06.18 | 31.12.17 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 8,429 | 10,563 |
| Finance lease liabilities | 6,208 | 6,274 |
| 14,637 | 16,837 | |
| Current | ||
| Bank borrowings | 5,166 | 4,963 |
| Finance lease liabilities | 1,298 | 1,944 |
| 6,464 | 6,907 | |
| Total borrowings | 21,101 | 23,744 |
| The periods in which the current bank borrowings will be paid are as follows: | ||
| 30.06.18 | 31.12.17 | |
| 6 months or less 6 to 12 months |
3,032 2,134 |
2,831 2,132 |
| 5,166 | 4,963 | |
| The maturity of non-current bank borrowings is as follows: | ||
| 30.06.18 | 31.12.17 | |
| Between 1 and 2 years | 4,273 | 4,269 |
| Between 2 and 5 years | 4,156 | 6,294 |
| 8,429 | 10,563 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.18 | 31.12.17 | |
| Bank borrowings | 2.099% | 2.092% |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.18 | 31.12.17 | |
| No later than 1 year | 1,497 | 2,182 |
| Between 1 and 5 years | 6,565 | 6,947 |
| 8,062 | 9,129 | |
| Future finance charges on finance leases | (556) | (911) |
| Present value of finance lease liabilities | 7,506 | 8,218 |
The present value of finance lease liabilities is analysed as follows:
| 30.06.18 | 31.12.17 | |
|---|---|---|
| No later than 1 year Between 1 and 5 years |
1,298 6,208 |
1,944 6,274 |
| 7,506 | 8,218 |
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| 30.06.18 | 31.12.17 | |
|---|---|---|
| Cash and cash equivalents | 50,786 | 56,136 |
| Borrowings - repayable within one year (including overdrafts) | (6,464) | (6,907) |
| Borrowings - repayable after one year | (14,637) | (16,837) |
| Net debt | 29,685 | 32,392 |
| Cash and Cash equivalents |
due within 1 year |
Bank borrow. Bank borrow. due after 1 year |
Finance lease liab. due within 1 year |
Finance lease liab. due after 1 year |
Net debt |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2017 | 35,703 | (5,376) | (13,907) | (1,540) | (4,990) | 9,890 |
| Cash flows Acquisitions - finance lease liabilities Exchange rate changes Change in consolidation perimeter Other non-cash movements |
21,210 - (777) - - |
413 - - - - |
3,218 - 126 - - |
788 - - - (1,192) |
- (3,706) - - 2,422 |
25,629 (3,706) (651) - 1,230 |
| Balance at 31 December 2017 | 56,136 | (4,963) | (10,563) | (1,944) | (6,274) | 32,392 |
| Cash flows Acquisitions - finance lease liabilities Exchange rate changes Change in consolidation perimeter Other non-cash movements |
(4,121) - (1,229) - - |
1,931 - - - (2,134) |
- - - - 2,134 |
384 - - - 262 |
- (1,787) - - 1,853 |
(1,806) (1,787) (1,229) - 2,115 |
| Balance at 30 June 2018 | 50,786 | (5,166) | (8,429) | (1,298) | (6,208) | 29,685 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | ||
|---|---|---|---|
| Claims | and Charges | Total | |
| Balance at 1 January 2017 | 130 | 8,979 | 9,109 |
| Additional provisions | - | 4,917 | 4,917 |
| Reversals / utilisations | (130) | (3,527) | (3,657) |
| Balance at 31 December 2017 | - | 10,369 | 10,369 |
| Additional provisions | - | 178 | 178 |
| Reversals / utilisations | - | (428) | (428) |
| Balance at 30 June 2018 | - | 10,119 | 10,119 |
| 30.06.18 | 31.12.17 | |
|---|---|---|
| Trade payables | 4,978 | 5,616 |
| Remunerations, holiday and holiday and Christmas allowances | 11,784 | 8,062 |
| Bonus | 5,011 | 9,684 |
| Ongoing projects | 3,531 | 3,841 |
| Value added tax | 1,609 | 3,394 |
| Social security contributions | 1,285 | 2,040 |
| Income tax withholding | 1,046 | 1,334 |
| Amount to be paid to non-controlling interests | 3 | 5 |
| Employees | 29 | 320 |
| Prepayments from trade receivables | 21 | 13 |
| Other accrued expenses | 6,771 | 6,943 |
| Other payables | 131 | 367 |
| 36,199 | 41,619 |
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | 428 | 4,519 |
| Impairment and impairment reversal of inventories | - | 42 |
| Legal claims provision | - | 130 |
| Provisions for other risks and charges | 250 | 2,103 |
| Other operating income and expense | 272 | 797 |
| 950 | 7,591 |
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Interest received | 51 | 753 |
| Foreign exchange gains | 764 | 815 |
| Other financial gains | 5 | - |
| 820 | 1,568 |
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (157) | (249) |
| - Finance lease liabilities | (137) | (130) |
| Bank guarantees charges | (55) | (93) |
| Bank services | (119) | (59) |
| Foreign exchange losses | (1,247) | (1,157) |
| Fair value of financial assets adjustment | - | (84) |
| Loss on disposal of financial assets | - | (8) |
| (1,715) | (1,780) |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the consolidated entities as follows:
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Profit before income tax | 1,217 | 3,594 |
| Income tax expense at nominal rate (21% in 2018 and 2017) | 256 | 755 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (137) | (156) |
| Provisions and amortisations not considered for tax purposes | - | 210 |
| Recognition of tax on the events of previous years | - | 51 |
| Associates' results reported net of tax | 6 | 7 |
| Autonomous taxation | 268 | 296 |
| Losses in companies where no deferred tax is recognised | 120 | (324) |
| Expenses not deductible for tax purposes | 341 | (90) |
| Differential tax rate on companies located abroad | 44 | 221 |
| Research & Development tax benefit | (706) | (120) |
| Municipal surcharge and State surcharge | 36 | 54 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 49 | 34 |
| Income tax expense | 277 | 938 |
| Effective tax rate | 22.8% | 26.1% |
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 31,024,783 | 31,049,781 |
| Profit attributable to owners of the parent | 1,415 | 3,924 |
| Basic earnings per share (Euros per share) | 0.05 Euros | 0.13 Euros |
| Diluted earnings per share (Euros per share) | 0.05 Euros | 0.13 Euros |
| Profit from continuing operations attributable to owners of the parent | 1,415 | 1,228 |
| Basic earnings per share (Euros per share) | 0.05 Euros | 0.04 Euros |
| Diluted earnings per share (Euros per share) | 0.05 Euros | 0.04 Euros |
| Profit from discontinued operations attributable to owners of the parent | - | 2,696 |
| Basic earnings per share (Euros per share) | - | 0.09 Euros |
| Diluted earnings per share (Euros per share) | - | 0.09 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 2018 and 30 June 2017, are as follows:
| 30.06.18 | 30.06.17 | |
|---|---|---|
| Short-term employee benefits | 337 | 2,222 |
| Other long-term benefits | 980 | 698 |
| 1,317 | 2,920 |
Of the total amount of short-term employee benefits, which includes remuneration, social security charges and other costs, EUR 445 thousand were recognised in 'Employee benefit expense' (30.06.17: EUR 2,261 thousand) and EUR 872 thousand in 'External supplies and services' (30.06.17: EUR 659 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 1,751 thousand (30.06.17: EUR 1,661 thousand).
At 30 June 2018, there are no outstanding current account balances with key management personnel (30.06.17: EUR 2 thousand).
ii) Balances and transactions with related parties
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 of Group Companies with related parties are as follows:
| Trade and other receivables |
Trade and other payables |
|||
|---|---|---|---|---|
| 30.06.18 | 31.12.17 | 30.06.18 | 31.12.17 | |
| Associates | 47 | 47 | - | - |
| Other participated companies | 425 | 886 | 465 | 409 |
| Shareholders and other entities | - | - | - | - |
| 472 | 933 | 465 | 409 | |
| Provision for impairment of trade and other receivables | - | - | ||
| 472 | 933 |
| Services rendered | Supplementary income | Interest received | ||||
|---|---|---|---|---|---|---|
| 30.06.18 | 30.06.17 | 30.06.18 | 30.06.17 | 30.06.18 | 30.06.17 | |
| Associates | 91 | 107 | - | - | - | - |
| Other participated companies | 186 | 25 | - | 6 | - | 17 |
| Shareholders and other entities | - | - | - | - | - | - |
| 277 | 132 | - | 6 | - | 17 | |
| Purchases (*) | ||||||
| 30.06.18 | 30.06.17 | |||||
| Associates | - | - | ||||
| Other participated companies | 1,293 | 1,389 | ||||
| Shareholders and other entities | - | - |
(*) In the 6 months ended 30 June 2018, purchases include 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.
1,293 1,389
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 | Current (note 7) | |||
|---|---|---|---|---|
| 30.06.18 | 31.12.17 | 30.06.18 | 31.12.17 | |
| 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 | - | - |
| Shareholders and other entities | ||||
| Loans to other shareholders | - | - | 15 | 15 |
| 4,769 | 4,769 | 15 | 15 | |
| Provisions for impairment of loans to related parties | (2,747) | (2,747) | - | - |
| 2,022 | 2,022 | 15 | 15 |
At October 12, 2016, Novabase has entered into a sale and purchase agreement with VINCI Energies Portugal, SGPS, S.A. ("VINCI Energies") to sell its Infrastructures & Managed Services business ("IMS Business") by the amount of EUR 38,365 thousand, to be paid on the date of completion of the transaction, subject to certain adjustments, as established in the sale and purchase agreement. The sale was substantially completed, namely through the approval of the Competition Authority, at the end of 2016, and a gain of EUR 17,567 thousand was recognised in that year. In the first half of 2017, the final price was revised to EUR 41,061 thousand, with the final calculation of working capital and net debt under the terms of the agreement, resulting in a EUR 2,696 thousand adjustment to the gain generated by the sale of the IMS business.
At the end of 2016, it was also recorded a provision of EUR 2 Million for responsibilities associated with the disposal of the IMS Business, under the caption 'Liabilities from discontinued operations' in the consolidated statement of financial position, which was partially used in 2017, being reduced to the amount of EUR 0.9 thousand. During the first half of 2018, there were no additional uses of the provision.
Given the disclosed in the annual financial statements for the year 2017, there are 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 will prevail.
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| Share Capital | Total Number of Shares / Quotas |
Number of Shares / Quotas held by Board Members at 31.12.17 |
Transactions | Number of Shares / Quotas held by Board Members at 30.06.18 |
% held by Board Members at 30.06.18 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 31,401,394 | 12,603,803 | (191,455) | 12,412,348 | 39.5% |
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| João Nuno da Silva Bento (a) | 1 | 0 | 1 | 0.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,289,068 | (191,455) | 2,097,613 | 6.7% | ||
| Luís Paulo Cardoso Salvado | 1 | 0 | 1 | 0.0% | ||
| Álvaro José da Silva Ferreira (a) | 1 | 0 | 1 | 0.0% | ||
| Francisco Paulo Figueiredo Morais Antunes | 30,335 | 0 | 30,335 | 0.1% | ||
| María del Carmen Gil Marín (a) | 23,001 | 0 | 23,001 | 0.1% | ||
| Marta Isabel dos Reis da Graça Rodrigues do Nascimento (a) | 0 | 0 | 0 | 0.0% | ||
| HNB - S.G.P.S., S.A. (b) | 10,261,395 | 0 | 10,261,395 | 32.7% | ||
| NBASIT - Sist. Inf e Telecomunicações, S.A. 47,500,000 AOA | 100,000 | 800 | 0 | 800 | 0.8% | |
| Álvaro José da Silva Ferreira (a) | 400 | 0 | 400 | 0.4% | ||
| Francisco Paulo Figueiredo Morais Antunes | 200 | 0 | 200 | 0.2% | ||
| Luís Paulo Cardoso Salvado | 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) Designated as a board of directors member of the Company as of May 10, 2018.
Novabase reports as directors the company HNB - S.G.P.S., S.A. and the members of the board of directors of the Company.
(b) 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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Under 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 S.G.P.S., S.A., below identified declare that to the extent of their knowledge:
(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 2018, 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, July 26, 2018
Luís Paulo Cardoso Salvado Chairman
João Nuno Bento Executive member of the Board and CEO
Álvaro José da Silva Ferreira Executive member of the Board
Francisco Paulo Figueiredo Morais Antunes CFO
María del Carmen Gil Marín Executive member of the Board
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board
Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board
Marta Isabel dos Reis da Graça Rodrigues do Nascimento Non-Executive member of the Board
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