Interim / Quarterly Report • Sep 19, 2017
Interim / Quarterly Report
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Privileged Information July 27, 2017
Turnover: 72.4 M€ (64.1 M€ in 6M16)
EBITDA: 5.4 M€ (4.1 M€ in 6M16)
Net Profit: 3.9 M€ (2.8 M€ in 6M16)
Net Cash: 59.2 M€ (25.7 M€ in 12M16)
"The results from the first half of the year bear out the success of our internationalization strategy, and are in line with the goals laid out for the year.
60% of our business is now done outside of Portugal. International Turnover was up 15%, with Europe accounting for around two thirds of non-domestic business.
EBITDA and Net Profit were up 33% and 41%, respectively.
Cash also saw extremely positive progress, generating 33 M€ in the past six months, benefiting from proceeds from the sale of the Infrastructures & Managed Services business. In the past 12 months, 51 M€ of Cash was generated.
The first half of the year was also marked by Novabase's return to the PSI20, the Euronext Lisbon's main index. This re-entry strengthens our stock's visibility and liquidity. During the same time period, Novabase almost quadrupled its transaction volume over the previous year, with its stock price up 29%.
Through the end of the year, we will keep our strategic focuses, namely reinforced investments in R&D and more selectivity in the offerings with which we work. Despite ongoing uncertainties in the markets where we do business, we remain confident in the targets laid out for 2017."
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
Turnover shows a 13% rise YoY, and is above the annual Guidance (+3%). Highlights include the international growth (15%), in line with the strategic focus.
Turnover and EBITDA comparatives were restated, and do not include the Infrastructures & Managed Services business, discontinued in 4Q16.
EBITDA (M€)
EBITDA above the annual Guidance (+7%), and registering a 33% growth, YoY.
Earnings per share (EPS) in 6M17 reached 0.13 euros per share, registering an increase of 43% towards the EPS from the previous year of 0.09 euros per share.
The Financial Results were negative in 0.2 M€, an increase of 0.6 M€, fundamentally due to the increase in the short term bank deposits and held-tomaturity gains compared to the same period of last year.
Results from discontinued operations in 6M17 reached a 2.7 M€ profit (3.0 M€ in 6M16) and correspond to the results attributable to IMS segment. In 6M17, this figure corresponds fully to the adjustment on the gain generated by the sale of the business, resulting from the final calculation of working capital and net debt, as established in the purchase and sale agreement.
Net Cash (M€)
Net cash
In the 6M17, Novabase shows a positive evolution in cash generation. Novabase ended the 6M17 with 59.2 M€ in net cash, which compares to 25.7 M€ in the 12M16.
This evolution mainly reflects the cash inflow from IMS Business disposal, in the amount of 41.1 M€. Additionally, on May 29, 2017, Novabase paid its shareholders a total amount of 4.7 M€ (0.15 €/share).
Increase of 33.5 M€ in the cash position, in the first
half of 2017.
The first half results are aligned with the expectations laid out for the year, and confirm the sale of the Infrastructures & Managed Services (IMS) business as a crucial step in the repositioning that Novabase has been doing to focus and strengthen its internationalization strategy.
International business shows a 15% rise. Europe maintains its leadership as the major market.
In the new perimeter, Turnover increased by 13%, and the weight of international business grew to 60% of the total. Operations in Europe expanded 13% YoY, and accounts for approximately 2/3 of non-domestic activity. Likewise, an improvement of operating competitiveness was verified, with EBITDA margin rising 33% up to 5.4 M€ and Net Profit reaching 3.9 M€.
Towards the Guidance, the six months of 2017 results stood above both in Turnover (+3%) and EBITDA (+7% in absolute terms and +0.3% in percentage points).
The table below contains the Infrastructures & Managed Services area Turnover and EBITDA in 6M15 and 6M16, which were disregarded from the comparatives to show continuing operations separately from discontinued operations, following the IMS Business sale:
| IMS | 6M15 | 6M16 |
|---|---|---|
| Turnover (M€) | 51.270 | 41.566 |
| International Turnover (M€) | 16.668 | 10.876 |
| EBITDA (M€) | 2.761 | 3.100 |
In the first year-half, highlights include that Novabase was once again the platinum sponsor of the Receivables Finance International 2017 (RFIx) conference, held in London. The RFIx conferences are the main event in the area of factoring, gathering banks, financial institutions, companies and specialists for an in-depth discussion on the financial industry's future.
Also, Celfocus was in attendance at the Mobile World Congress, considered the telecommunications sector's most important trade show on a worldwide scale, with its Celfocus Omnichannel solution.
In the Venture Capital area, Collab has been awarded the Gold Award in Global Technology by Associação Portuguesa de Contact Centers (Portuguese Association of Contract Centres). The award was announced at the 13th International Conference of the association, an event that brings together the Portuguese contact centre industry.
With regard to new partnerships, Novabase has signed a protocol with Instituto Superior Técnico (IST) to join its network of strategic partners. This agreement will allow Novabase to support the transfer of knowledge and innovation, resulting from the research activity of the University to the Industry and vice versa, and fall under Novabase's strategy to specialise its offerings and make them more suitable for the most sophisticated markets.
Highlights also include the re-entry of Novabase to the main index of the Lisbon stock exchange. The return to PSI20 increases the visibility of Novabase and may lead to an increase of the liquidity of its stock, which recorded a 29% appreciation during the first six months.
World reference events reflect Novabase's focus on innovation and provide excellent showcases for the dissemination of its offerings.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M17, is as follows:
From the total Turnover, 43.4 M€ were generated outside Portugal, which compares to 37.6 M€ registered in 6M16.
This growth confirms the repositioning that Novabase has been operating in recent years to consolidate its internationalization, evolving from a geographic leadership with a broad offer to a strategy of specialised offers to the global market.
Business outside Portugal generated in the Business Solutions area remained in 60% of the respective Turnover (60% in 6M16) and in the Venture Capital area increased to 62% (34% in 6M16).
Novabase had 2074 employees on average in the 6M17, a decrease of 15% compared to the 6M16 (2447), reflecting the exit of the IMS Business companies employees, sold at the end of 2016.
Average number of employee's breakdown by business area, during 6M17, was as follows:
Europe was the continent with greater expression in 6M17, accounting for 64% of international business.
Worthy of note is that international employees represent 10% of the total number in 6M17 (216), and the recruitment of 95 new university graduates through Novabase Academy program.
BS evolution reflects topline growth, both internationally (+14%) and in the domestic market (+12%), and a positive performance of the businesses.
As at October 12, 2016, Novabase has entered into a purchase and sale agreement with VINCI Energies Portugal, SGPS, S.A., to sell its Infrastructures & Managed Services business ("IMS Business"), by the agreed price of 38.365 million euros, which was substantially completed by the end of the year, therefore a gain amounting to 17.6 M€ was recorded in 2016 accounts.
Final price calculation generated an additional gain of 2.7 M€.
In the first half of 2017, the final calculation of working capital and net debt as established in the purchase and sale agreement took place, and the final price was revised to 41.061 million euros, resulting in an adjustment to the gain generated by the sale of the IMS business in the amount of 2.7 M€.
VC area with limited significance, typical of the development stage of its investments.
| 6M15 | 6M16 | 6M17 | |||
|---|---|---|---|---|---|
| 0.0 | |||||
| -83% | -0.1 | -127% | -0.2 | ||
| -2.3% | -4.2% | -9.1% | EBITDA % |
Excluding the shareholder remuneration, the appreciation of Novabase share price would have been 34%.
Novabase share price in 6M17 gained 29%, comparing to a 10% gain in the PSI20 Index and a 12% gain in the EuroStoxx Technology Index.
In this period, a dividend of 0.15 €/share was distributed.
Also to be noted the re-entry of Novabase to the main index of the Lisbon stock exchange, the PSI20, as of March, 20.
The evolution of Novabase share prices compared to other companies in the IT sector in Europe, in 6M17, was as follows:
9% is the average upside according to the analysts who cover Novabase.
The average price target disclosed by the analysts who cover Novabase is 3.48 euros.
Rotation in 6M17 represented 14% of the capital and 4.3 million shares were traded, about four times higher than the values recorded in 6M16 (rotation of 3% of the capital and 1.1 million shares traded).
| Summary | 1H15 | 2H15 | 1H16 | 2H16 | 1H17 |
|---|---|---|---|---|---|
| Minimum price (€) | 2.170 | 2.070 | 1.879 | 1.910 | 2.480 |
| Maximum price (€) | 2.619 | 2.535 | 2.150 | 2.490 | 3.397 |
| Volume weighted average price (€) | 2.389 | 2.242 | 2.026 | 2.220 | 2.962 |
| Closing price at the end of the period (€) | 2.500 | 2.114 | 1.980 | 2.490 | 3.200 |
| Nr. of shares traded | 4,192,659 1,531,699 1,092,537 1,736,117 4,287,838 | ||||
| Market cap in the last day (M€) | 78.5 | 66.4 | 62.2 | 78.2 | 100.5 |
These half-year results are in line with the strategic objectives set for the year.
The international activity accounts for 60% of the total business, and Europe consolidates its position as the major market, representing 64% of total. In this period, EBITDA margin was 7.4% and Net Profit reached 5.4%.
Novabase maintains confidence in the goals set for 2017:
We reaffirm the priority of sustainable international growth, with focus on the differentiation of our offerings for the most sophisticated markets.
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 6M17 and prior periods, is analysed as follows:
| 6M15 | 6M16 | 6M17 | |
|---|---|---|---|
| Cash and cash equivalents | 19,588 | 18,572 | 67,109 |
| Held-to-maturity investments - Non-current | 4,409 | 6,337 | 866 |
| Held-to-maturity investments - Current | - | 4,492 | 6,298 |
| Treasury shares held by the Company (*) | 30 | 17 | 1,205 |
| Bank borrowings - Non-current | (12,790) (16,277) (11,532) | ||
| Bank borrowings - Current | (4,883) | (4,915) | (4,745) |
| Net Cash | 6,354 | 8,226 | 59,201 |
(*) 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:
| 6M15 | 6M16 | 6M17 | |
|---|---|---|---|
| Treasury shares held by the Company (thousands) | 11.957 | 8.615 | 376.611 |
| Closing price on the last tradable day (€) | 2.500 | 1.980 | 3.200 |
| Treasury shares held by the Company (EUR thousand) | 30 | 17 | 1,205 |
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": costs related to specific processes implemented with the aim to improve the competitiveness of the operations). For the periods presented in this release, this item is null.
APMs used by Novabase are Net Cash and EBITDA.
| 30.06.17 (Thousands of Euros) |
31.12.16 | 30.06.17 | 30.06.16 * (Thousands of Euros) |
Var. % | ||
|---|---|---|---|---|---|---|
| ASSETS | CONTINUING OPERATIONS | |||||
| Tangible assets | 8,914 | 8,899 | Sale of goods | 1,295 | 104 | |
| Intangible assets | 17,613 | 18,104 | Cost of goods sold | (661) | (69) | |
| Financial investments | 4,800 | 4,928 | ||||
| Held-to-maturity investments | 866 | 4,859 | Gross margin | 634 | 35 | 1711.4 % |
| Deferred income tax assets | 9,256 | 9,545 | ||||
| Other non-current assets | 5,132 | 5,132 | Other income | |||
| Total Non-Current Assets | 46,581 | 51,467 | Services rendered | 71,073 | 63,992 | |
| Supplementary income and subsidies | 913 | 182 | ||||
| Inventories | 65 | 486 | Other operating income | 354 | 378 | |
| Trade debtors and accrued income | 53,680 | 64,120 | ||||
| Other debtors and prepaid expenses | 10,338 | 48,953 | 72,340 | 64,552 | ||
| Derivative financial instruments | 68 | 19 | ||||
| Held-to-maturity investments | 6,298 | 4,441 | 72,974 | 64,587 | ||
| Cash and cash equivalents | 67,109 | 35,703 | ||||
| Total Current Assets | 137,558 | 153,722 | Other expenses | |||
| External supplies and services | (30,472) | (21,723) | ||||
| Assets for continuing operations | 184,139 | 205,189 | Employee benefit expense | (43,453) | (38,674) | |
| Provisions reversal | 6,794 | 201 | ||||
| Assets for discontinued operations | - | - | Other operating expenses | (470) | (336) | |
| Total Assets | 184,139 | 205,189 | (67,601) | (60,532) | ||
| EQUITY | Gross Net Profit (EBITDA) | 5,373 | 4,055 | 32.5 % | ||
| Share capital | 15,701 | 15,701 | Restructuring costs | - | - | |
| Treasury shares | (188) | (4) | Operating Gross Net Profit | 5,373 | 4,055 | 32.5 % |
| Share premium | 43,560 | 43,560 | Depreciation and amortization | (1,533) | (1,786) | |
| Reserves and retained earnings | 19,546 | 16,071 | ||||
| Net profit | 3,924 | 9,577 | Operating Profit (EBIT) | 3,840 | 2,269 | 69.2 % |
| Total Shareholders' Equity | 82,543 | 84,905 | Financial results | (246) | (770) | |
| Non-controlling interests | 8,868 | 8,151 | ||||
| Total Equity | 91,411 | 93,056 | Net Profit before taxes (EBT) | 3,594 | 1,499 | 139.8 % |
| Income tax expense | (938) | (92) | ||||
| LIABILITIES | Net Profit from continuing operations | 2,656 | 1,407 | 88.8 % | ||
| Bank borrowings | 11,532 | 13,907 | ||||
| Finance lease liabilities | 5,385 | 4,990 | DISCONTINUED OPERATIONS | |||
| Provisions | 6,876 | 9,109 | Net Profit from discont. operations | 2,696 | 2,992 | -9.9 % |
| Other non-current liabilities | - | - | ||||
| Total Non-Current Liabilities | 23,793 | 28,006 | Non-controlling interests | (1,428) | (1,623) | |
| Bank borrowings | 4,745 | 5,376 | Attributable Net Profit | 3,924 | 2,776 | 41.4 % |
| Finance lease liabilities | 1,531 | 1,540 | ||||
| Trade payables | 5,366 | 7,242 | ||||
Other creditors and accruals 32,875 40,178 Derivative financial instruments 1 82 Deferred income 22,417 27,709
| Total Current Liabilities | 66,935 | 82,127 | |||
|---|---|---|---|---|---|
| Total Liabilities for cont. operations | 90,728 | 110,133 | |||
| Total Liabilities for discont. operations | 2,000 | 2,000 | |||
| Other information: | |||||
| Total Liabilities | 92,728 | 112,133 | Turnover | 72,368 | 64,096 |
| Gross margin from sales % | 49.0 % | 33.7 % | |||
| Total Equity and Liabilities | 184,139 | 205,189 | EBITDA margin | 7.4 % | 6.3 % |
| EBT % on Turnover | 5.0 % | 2.3 % | |||
| Net Cash | 59,201 | 25,741 | Net profit % on Turnover | 5.4 % | 4.3 % |
| Total Liabilities | 92,728 | 112,133 | Turnover | 72,368 | 64,096 | 12.9 % |
|---|---|---|---|---|---|---|
| Gross margin from sales % | 49.0 % | 33.7 % | ||||
| Total Equity and Liabilities | 184,139 | 205,189 | EBITDA margin | 7.4 % | 6.3 % | |
| EBT % on Turnover | 5.0 % | 2.3 % | ||||
| Net Cash | 59,201 | 25,741 | Net profit % on Turnover | 5.4 % | 4.3 % |
* Comparatives were restated to show continuing operations separately from discontinued operations (IMS Business).
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 | Venture | |||
|---|---|---|---|---|
| Solutions | IMS | Capital | NOVABASE | |
| CONTINUING OPERATIONS Sale of goods |
1,295 | - | - | 1,295 |
| Cost of goods sold | (661) | - | - | (661) |
| Gross margin | 634 | - | - | 634 |
| - | - | - | - | |
| Other income | ||||
| Services rendered | 68,880 | - | 2,193 | 71,073 |
| Supplementary income and subsidies | 903 | - | 10 | 913 |
| Other operating income | 293 | - | 61 | 354 |
| 70,076 | - | 2,264 | 72,340 | |
| - 70,710 |
- - |
- 2,264 |
- 72,974 |
|
| Other expenses | - | - | - | - |
| External supplies and services | (29,301) | - | (1,171) | (30,472) |
| Employee benefit expense | (42,171) | - | (1,282) | (43,453) |
| (Provisions) / Provisions reversal | 6,788 | - | 6 | 6,794 |
| Other operating expenses | (453) | - | (17) | (470) |
| - (65,137) |
- - |
- (2,464) |
- (67,601) |
|
| Gross Net Profit (EBITDA) | - 5,573 |
- - |
- (200) |
- 5,373 |
| Depreciation and amortization | - (1,352) |
- - |
- (181) |
- (1,533) |
| Operating Profit (EBIT) | 4,221 | - | (381) | 3,840 |
| Financial results | - (126) |
- - |
- (120) |
- (246) |
| Net Profit / (Loss) before Taxes (EBT) | 4,095 | - | (501) | 3,594 |
| Income tax expense | - (676) |
- - |
- (262) |
- (938) |
| Net Profit / (Loss) from cont. operations | 3,419 | - | (763) | 2,656 |
| Net Profit from discontinued operations | - | 2,696 | - | 2,696 |
|---|---|---|---|---|
| Non-controlling interests | (1,615) | - | 187 | (1,428) |
| Attributable Net Profit / (Loss) | 1,804 - |
2,696 - |
(576) - |
3,924 - |
| Other information : | ||||
| Turnover | 70,175 | - | 2,193 | 72,368 |
| EBITDA | 5,573 | - | (200) | 5,373 |
| EBITDA % on Turnover | 7.9% | -9.1% | 7.4% | |
| EBT % on Turnover | 5.8% | -22.8% | 5.0% |
List of Shareholders with Qualifying Stakes (under the terms of paragraph 4 of Article 448º of the Portuguese Commercial Companies Code and Article 16º of the Portuguese Securities Code - 'CVM')
| Shareholder | Number of Shares |
% Share capital with voting rights |
|---|---|---|
| HNB - SGPS, SA 1 | 8,461,637 | 26.95% |
| R.S.C. Invest, SGPS, SA 2 | 235,000 | 0.75% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,289,068 | 7.29% |
| Rogério dos Santos Carapuça | 1,079,122 | 3.44% |
| João Nuno da Silva Bento 1 | 485,637 | 1.55% |
| 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 1 of the Securities Code) |
12,550,467 | 39.97% |
| Partbleu, Sociedade Gestora de Participações Sociais, SA | 3,180,444 | 10.13% |
| Maria Manuela de Oliveira Marques | 1,043,924 | 3.32% |
| Fernando Fonseca Santos | 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, SA (under the terms of article 20, paragraph 1 of the Securities Code) |
1,511,442 | 4.81% |
| IBIM2 Limited | 1,610,145 | 5.13% |
| Lazard Frères Gestion SAS | 669,122 | 2.13% |
| Total | 22,140,564 | 70.51% |
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 R.S.C. INVEST, SGPS, S.A. is controlled by Rogério dos Santos Carapuça.
The holdings identified above correspond to the last positions notified to the Company with reference to 30 June 2017 or before.
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 1 | Number of Shares |
% Share capital with voting rights |
|---|---|---|
| José Afonso Oom Ferreira de Sousa 2 | 1 | 0.00% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,289,068 | 7.29% |
| Luís Paulo Cardoso Salvado 2 | 1 | 0.00% |
| Francisco Paulo Figueiredo Morais Antunes | 30,335 | 0.10% |
| Paulo Soares de Pinho (member of the Supervisory Board) | 0 | 0.00% |
| Maria de Fátima Piteira Patinha Farinha (member of the Supervisory Board) | 0 | 0.00% |
| Nuno Miguel Dias Pires (member of the Supervisory Board) | 0 | 0.00% |
| KPMG & Associados – SROC, represented by | ||
| Paulo Alexandre Martins Quintas Paixão (effective Statutory Auditor) | 0 | 0.00% |
| Maria Cristina Santos Ferreira (surrogate Statutory Auditor) | 0 | 0.00% |
| 2,319,405 | 7.39% |
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 2017 or before.
2 José Afonso Oom Ferreira de Sousa and Luís Paulo Cardoso Salvado (along with Álvaro José da Silva Ferreira and João Nuno da Silva Bento) are shareholders of HNB - SGPS, S.A., where they hold management positions. HNB - SGPS, S.A. holds 8,461,637 shares representing 26.95% of Novabase's share capital and respective voting rights.
(Summary of the transactions on Novabase shares reported in the 1st half of 2017, pursuant to the terms and for the purposes of articles 248-B of the Portuguese Securities Code and 14 of the Portuguese Securities Commission Regulation no. 5/2010, and of the Commission Implementing Regulation (EU) 2016/523 of 10 March 2016)
| Director / | Transaction Date | # | € | |||
|---|---|---|---|---|---|---|
| Closely associated person | Location | Shares Share price | ||||
| Francisco Antunes | Acquisition | 19-04-2017 | Euronext Lisbon | 1,500 | 3.100 | |
| Francisco Antunes | Acquisition | 19-04-2017 | Euronext Lisbon | 1,300 | 3.100 | |
| Francisco Antunes | Acquisition | 20-04-2017 | Euronext Lisbon | 10,000 | 3.100 | |
| Francisco Antunes | Acquisition | 21-04-2017 | Euronext Lisbon | 2,200 | 3.100 | |
| Francisco Antunes | Disposal | 19-04-2017 | Euronext Lisbon | 1,100 | 3.100 | |
| Francisco Antunes | Disposal | 20-04-2017 | Euronext Lisbon | 13,900 | 3.100 | |
| Luís Paulo Salvado | Disposal | 21-04-2017 | Over-the-Counter | 14,999 | 3.100 | |
| José Afonso de Sousa | Disposal | 24-04-2017 | Over-the-Counter | 10,056 | 3.100 | |
| HNB - SGPS, SA (a) | Acquisition | 21-04-2017 | Over-the-Counter | 14,999 | 3.100 | |
| HNB - SGPS, SA (a) | Acquisition | 24-04-2017 | Over-the-Counter | 10,056 | 3.100 | |
| Luís Paulo Salvado | Disposal | 02-05-2017 | Over-the-Counter | 50,282 | 3.100 | |
| HNB - SGPS, SA (a) | Acquisition | 02-05-2017 | Over-the-Counter | 50,282 | 3.100 | |
| HNB - SGPS, SA (a) | Acquisition | 04-05-2017 | Over-the-Counter | 65,281 | 3.100 | |
(a) The company HNB - SGPS, SA, have José Afonso Oom Ferreira de Sousa and Luís Paulo Cardoso Salvado (along with Álvaro José da Silva Ferreira and João Nuno da Silva Bento) as shareholders, therefore, it is considered as a closely associated person to a director of Novabase, under article 248-B, no. 3 and 4, of the Portuguese Securities Code.
At 30 June 2017, as a result of such transactions, the referred directors and closely associated person hold the following shareholdings in the Company's share capital:
| # | % | |
|---|---|---|
| Director / Closely associated person |
Shares (held directly and indirectly) |
Share capital and voting rights |
| Luís Paulo Salvado | 1 | 0.00% |
| José Afonso de Sousa | 1 | 0.00% |
| Pedro Marques de Carvalho | 2,289,068 | 7.29% |
| HNB - SGPS, SA | 8,461,637 | 26.95% |
| Francisco Antunes | 30,335 | 0.10% |
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
(Under the terms of section d) of paragraph 5 of Article 66º of the Portuguese Commercial Companies Code)
| Shares | Share price |
|---|---|
| 1,379 | 2.744 |
| 108,621 | 2.745 |
| 207,000 | 2.660 |
| 1,000 | 2.660 |
| 49,996 | 3.100 |
At 31 December 2016, Novabase S.G.P.S. held 8,615 own shares, representing 0.03% of its share capital.
During the first half of 2017, the company acquired on the market 367,996 own shares at the average price of 2.745 euros.
Own shares acquisitions were performed because they were considered as best interest to society.
At 30 June 2017, 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.
(Unaudited)
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| CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2017 |
5 |
|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2017 | 6 |
| ● Condensed Consolidated Interim Statement of Profit and Loss for the period of 6 months ended 30 June 2017 |
7 |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2017 | 8 |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2017 | 9 |
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2017 | 10 |
| ● Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2017 |
11 |
| Note 1. General information | 11 |
| Note 2. Significant accounting policies | 11 |
| Note 3. Critical accounting estimates and judgements | 11 |
| Note 4. Seasonality | 11 |
| Note 5. Segment information | 12 |
| Note 6. Property, plant and equipment and intangible assets | 12 |
| Note 7. Deferred tax assets and liabilities | 13 |
| Note 8. Trade and other receivables | 13 |
| Note 9. Cash and cash equivalents | 14 |
| Note 10. Reserves and retained earnings | 14 |
| Note 11. Non-controlling interests | 14 |
| Note 12. Borrowings | 14 |
| Note 13. Provisions | 15 |
| Note 14. Trade and other payables | 16 |
| Note 15. Other gains/(losses) - net | 16 |
| Note 16. Finance income | 16 |
| Note 17. Finance costs | 16 |
| Note 18. Income tax expense | 17 |
| Note 19. Earnings per share | 17 |
| Note 20. Related parties | 17 |
| Note 21. Discontinued operations | 18 |
| Note 22. Contingencies | 19 |
| Note 23. Events after the reporting period | 19 |
| Note 24. Note added for translation | 19 |
| SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 21 |
| ● Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. |
23 |
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2017
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.17 | 31.12.16 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 8,914 | 8,899 |
| Intangible assets | 6 | 17,613 | 18,104 |
| Investments in associates | 541 | 575 | |
| Financial assets at fair value through profit or loss | 4,259 | 4,353 | |
| Held-to-maturity investments Deferred tax assets |
7 | 866 9,256 |
4,859 9,545 |
| Other non-current assets | 20 | 5,132 | 5,132 |
| Total Non-Current Assets | 46,581 | 51,467 | |
| Current Assets | |||
| Inventories | 65 | 486 | |
| Trade and other receivables | 8 | 38,186 | 92,712 |
| Accrued income | 20,224 | 15,081 | |
| Income tax receivable | 3,568 | 3,394 | |
| Derivative financial instruments | 68 | 19 | |
| Other current assets | 2,040 | 1,886 | |
| Held-to-maturity investments | 6,298 | 4,441 | |
| Cash and cash equivalents | 9 | 67,109 | 35,703 |
| Total Current Assets | 137,558 | 153,722 | |
| Assets from discontinued operations | 21 | - | - |
| Total Assets | 184,139 | 205,189 | |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (188) | (4) | |
| Share premium | 43,560 | 43,560 | |
| Reserves and retained earnings | 19,546 | 16,071 | |
| Profit for the period | 3,924 | 9,577 | |
| Total Equity attributable to owners of the parent | 82,543 | 84,905 | |
| Non-controlling interests | 11 | 8,868 | 8,151 |
| Total Equity | 91,411 | 93,056 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 12 | 16,917 | 18,897 |
| Provisions | 13 | 6,876 | 9,109 |
| Total Non-Current Liabilities | 23,793 | 28,006 | |
| Current Liabilities | |||
| Borrowings | 12 | 6,276 | 6,916 |
| Trade and other payables | 14 | 38,235 | 47,414 |
| Income tax payable | 6 | 6 | |
| Derivative financial instruments | 1 | 82 | |
| Deferred income and other current liabilities | 22,417 | 27,709 | |
| Total Current Liabilities | 66,935 | 82,127 | |
| Liabilities from discontinued operations | 21 | 2,000 | 2,000 |
| Total Liabilities | 92,728 | 112,133 | |
| Total Equity and Liabilities | 184,139 | 205,189 | |
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 2017
| (Amounts expressed in thousands of Euros) 6 M * |
|||
|---|---|---|---|
| Note | 30.06.17 | 30.06.16 (*) | |
| Continuing Operations | |||
| Sales | 5 | 1,295 | 104 |
| Services rendered | 5 | 71,073 | 63,992 |
| Cost of sales | (661) | (69) | |
| External supplies and services | (30,472) | (21,723) | |
| Employee benefit expense | (43,453) | (38,674) | |
| Other gains/(losses) - net | 15 | 7,591 | 425 |
| Depreciation and amortisation | (1,533) | (1,786) | |
| Operating Profit | 3,840 | 2,269 | |
| Finance income | 16 | 1,568 | 411 |
| Finance costs | 17 | (1,780) | (1,143) |
| Share of (loss)/profit of associates | (34) | (38) | |
| Profit Before Income Tax | 3,594 | 1,499 | |
| Income tax expense | 18 | (938) | (92) |
| Profit from continuing operations | 2,656 | 1,407 | |
| Discontinued operations | |||
| Profit from discontinued operations | 21 | 2,696 | 2,992 |
| Profit for the period | 5,352 | 4,399 | |
| Profit attributable to: | |||
| Owners of the parent | 3,924 | 2,776 | |
| Non-controlling interests | 11 | 1,428 | 1,623 |
| 5,352 | 4,399 | ||
| Earnings per share from continuing and discontinued operations | |||
| attributable to owners of the parent (Euros per share) | |||
| Basic earnings per share | |||
| From continuing operations | 19 | 0.04 Euros | (0.01) Euros |
| From discontinued operations | 19 | 0.09 Euros | 0.10 Euros |
| From profit for the period | 19 | 0.13 Euros | 0.09 Euros |
| Diluted earnings per share | |||
| From continuing operations | 19 | 0.04 Euros | (0.01) Euros |
| From discontinued operations | 19 | 0.09 Euros | 0.10 Euros |
| From profit for the period | 19 | 0.13 Euros | 0.09 Euros |
(*) Restated to show continuing operations separately from discontinued operations (IMS Business) - see note 21.
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
for the period of 6 months ended 30 June 2017
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.17 | 30.06.16 | ||
| Profit for the period | 5,352 | 4,399 | ||
| Other comprehensive income for the period | ||||
| Exchange differences on foreign operations | (1,333) | (3,754) | ||
| Other comprehensive income for the period | (1,333) | (3,754) | ||
| Total comprehensive income for the period | 4,019 | 645 | ||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 3,302 | 386 | ||
| Non-controlling interests | 717 | 259 | ||
| 4,019 | 645 | |||
6 M * - period of 6 months ended
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
The accompanying notes are an integral part of these condensed consolidated interim financial statements
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock reserves |
Reserves options and retained -controlling earnings |
Non interests |
Total Equity |
|
| Balance at 1 January, 2016 | 15,701 | (6) | 43,560 | 3,140 | - | 19,077 | 8,194 | 89,666 | |
| Profit for the period | - | - | - | - | - | 2,776 | 1,623 | 4,399 | |
| Other comprehensive income for the period | - | - | - | - | - | (2,390) | (1,364) | (3,754) | |
| Total comprehensive income for the period | - | - | - | - | - | 386 | 259 | 645 | |
| Transactions with owners | |||||||||
| Dividends | 10, 11 | - | - | - | - | - | (3,767) | (585) | (4,352) |
| Treasury shares movements | - | 2 | - | - | - | 9 | - | 11 | |
| Transactions with owners | - | 2 | - | - | - | (3,758) | (585) | (4,341) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 30 June, 2016 | 15,701 | (4) | 43,560 | 3,140 | - | 15,705 | 7,868 | 85,970 | |
| Balance at 1 January, 2017 | 15,701 | (4) | 43,560 | 3,140 | - | 22,508 | 8,151 | 93,056 | |
| Profit for the period | - | - | - | - | - | 3,924 | 1,428 | 5,352 | |
| Other comprehensive income for the period | - | - | - | - | - | (622) | (711) | (1,333) | |
| Total comprehensive income for the period | - | - | - | - | - | 3,302 | 717 | 4,019 | |
| Transactions with owners | |||||||||
| Dividends | 10, 11 | - | - | - | - | - | (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 | - | 20,330 | 8,868 | 91,411 |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 6 M * | |||
| Note | 30.06.17 | 30.06.16 | |
| Cash flows from operating activities | |||
| Net Cash from / (used in) operating activities | (1,962) | 4,390 | |
| Cash flows from investing activities | |||
| Receipts: | |||
| Proceeds from sale of subsidiaries, associates and other partic. companies Proceeds from loans granted to associates and participated companies |
41,063 750 |
73 - |
|
| Disposal of financial assets held-to-maturity | 1,426 | - | |
| Proceeds from sale of property, plant and equipment | 96 | 10 | |
| Interest received | 526 | 442 | |
| 43,861 | 525 | ||
| Payments: | |||
| Purchases of financial assets held-to-maturity Purchases of property, plant and equipment |
- (231) |
(4,717) (795) |
|
| Purchases of intangible assets | (156) | (174) | |
| (387) | (5,686) | ||
| Net Cash from / (used in) investing activities | 43,474 | (5,161) | |
| Cash flows from financing activities | |||
| Receipts: | |||
| Proceeds from borrowings | - | 4,989 | |
| - | 4,989 | ||
| Payments: | |||
| Repayments of borrowings | (2,927) | (2,117) | |
| Dividends paid 10, 11 |
(4,654) | (4,976) | |
| Payment of finance lease liabilities Interest paid |
(502) (409) |
(520) (553) |
|
| Purchase of treasury shares | (1,010) | (40) | |
| (9,502) | (8,206) | ||
| Net Cash from / (used in) financing activities | (9,502) | (3,217) | |
| Cash, cash equivalents and bank overdrafts at beg. of period 9 |
35,703 | 24,293 | |
| Net increase / (decrease) of cash, cash equivalents and bank overdrafts | 32,010 | (3,988) | |
| Effect from exchange rate fluctuations on cash held | (604) | (1,733) | |
| Cash, cash equivalents and bank overdrafts at end of period 9 |
67,109 | 18,572 | |
| 6 M * - period of 6 months ended |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
The accompanying notes are an integral part of these condensed consolidated interim financial statements
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 for issue by the Board of Directors on July 27, 2017. 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 2017 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 2016, 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, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2016, as described in those financial statements. No standard or interpretation that became effective in this period is material for the Group.
Taxes on income in this interim period were accrued using the tax rate that would be applicable to expected total annual earnings for the year 2017.
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 2016.
The activity of Business Solutions is usually lower in 3rd quarter due to holiday period.
At the end of 2016, as the result of the sale agreement of Infrastructures & Managed Services business entered into with VINCI Energies Portugal SGPS, S.A. (see note 21), the IMS Business was discontinued. This situation led to the restatement of the figures presented in June 2016.
| Business | Venture | Disc. operations | ||||
|---|---|---|---|---|---|---|
| Solutions | Capital | NOVABASE | IMS | |||
| At 30 June 2016 | ||||||
| Total segment Sales and services rendered | 87,423 | 2,492 | 89,915 | 45,886 | ||
| Inter-segment Sales and services rendered | 25,431 | 388 | 25,819 | 4,320 | ||
| Sales and services rendered | 61,992 | 2,104 | 64,096 | 41,566 | ||
| Depreciation and amortisation | (1,483) | (303) | (1,786) | (465) | ||
| Operating profit/(loss) | 2,660 | (391) | 2,269 | 2,635 | ||
| Finance costs – net | (824) | 92 | (732) | 1,175 | ||
| Share of (loss)/profit of associates | - | (38) | (38) | - | ||
| Income tax expense | (193) | 101 | (92) | (818) | ||
| Profit/(Loss) from operations | 1,643 | (236) | 1,407 | 2,992 | ||
| Other information: | ||||||
| (Provisions) / Provisions reversal | 305 | (104) | 201 | 712 | ||
| 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)/profit of associates | - | (34) | (34) | - | ||
| Income tax expense | (676) | (262) | (938) | - | ||
| Profit/(Loss) from operations | 3,419 | (763) | 2,656 | 2,696 | ||
| Other information: |
During the periods ended at 30 June 2017 and 30 June 2016, 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 2016 | 9,704 | 29,304 | |
| Acquisitions / increases | 1,229 | 174 | |
| Write-offs / disposals | (228) | - | |
| Exchange differences | (23) | - | |
| Depreciation and amortisation | (1,075) | (1,176) | |
| Net book value at 30 June 2016 | 9,607 | 28,302 | |
| 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 |
The movement in the deferred tax assets was as follows:
| 30.06.17 | 31.12.16 | |
|---|---|---|
| Balance at 1 January | 9,545 | 16,352 |
| Change in consolidation perimeter | - | (542) |
| Exchange differences | 35 | (478) |
| Profit or loss charge | (324) | (5,787) |
| Balance at the end of the period | 9,256 | 9,545 |
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 | Tax | Provisions / | ||
|---|---|---|---|---|
| Losses | Incentives | Adjustments | Total | |
| Balance at 1 January 2016 | 3,993 | 9,867 | 2,492 | 16,352 |
| Profit or loss charge Change in consolidation perimeter |
(2,845) (542) |
(3,467) - |
525 - |
(5,787) (542) |
| Exchange differences | (478) | - | - | (478) |
| Balance at 31 December 2016 | 128 | 6,400 | 3,017 | 9,545 |
| Profit or loss charge Exchange differences |
1,508 35 |
(95) - |
(1,737) - |
(324) 35 |
| Balance at 30 June 2017 | 1,671 | 6,305 | 1,280 | 9,256 |
| 30.06.17 | 31.12.16 | |
|---|---|---|
| Trade receivables | 39,762 | 60,199 |
| Allowance for impairment of trade receivables | (6,306) | (11,160) |
| 33,456 | 49,039 | |
| Prepayments to suppliers | 539 | 562 |
| Employees | 115 | 95 |
| Value added tax | 2,316 | 2,297 |
| Receivables from related parties | 465 | 1,215 |
| Financial holdings disposal | - | 38,365 |
| Receivables from financed projects | 1,427 | 1,449 |
| Other receivables | 988 | 821 |
| Allowance for impairment of other receivables | (1,120) | (1,131) |
| 4,730 | 43,673 | |
| 38,186 | 92,712 |
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.17 | 31.12.16 | 30.06.17 | 31.12.16 | 30.06.17 | 31.12.16 | |
| Balance at 1 January | 11,160 | 5,763 | 1,131 | 3,356 | 12,291 | 9,119 |
| Change in consolidation perimeter | - | (1,835) | - | (5) | - | (1,840) |
| Impairment | 1,249 | 10,306 | - | 992 | 1,249 | 11,298 |
| Impairment reversal | (5,768) | (2,088) | - | - | (5,768) | (2,088) |
| Exchange differences | (246) | (2) | (11) | (6) | (257) | (8) |
| Write-offs | (89) | (984) | - | (3,206) | (89) | (4,190) |
| Balance at the end of the period | 6,306 | 11,160 | 1,120 | 1,131 | 7,426 | 12,291 |
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 30.06.17 | 31.12.16 | |
|---|---|---|
| - Cash | 29 | 8 |
| - Short term bank deposits | 67,080 | 35,695 |
| Cash and cash equivalents Caixa e equivalentes a caixa |
67,109 | 35,703 |
| - Overdrafts | - | - |
| 67,109 | 35,703 |
A short-term bank deposit in the amount of USD 613 thousand is captive and was given as collateral until July 31, 2017.
In the General Meeting of Shareholders held on May 2017, it was approved the distribution to the shareholders of EUR 4,710 thousand, corresponding to 0.15 Euros per share. The payment occurred in May 2017.
| 30.06.17 | 30.06.16 | ||
|---|---|---|---|
| Payment to shareholders | 4,654 | 3,767 | |
| Remuneration of the treasury shares held by the Company | 56 | 1 | |
| 4,710 | 3,768 | ||
| 11. Non-controlling interests | 30.06.17 | 31.12.16 | |
| Balance at 1 January | 8,151 | 8,194 | |
| (*) | Distribution of dividends to non-controlling interests | - | (585) |
| Exchange differences on foreign operations | (711) | (929) | |
| Profit attributable to non-controlling interests | 1,428 | 1,471 | |
| Balance at the end of the period | 8,868 | 8,151 | |
(*) In 2016, Celfocus distributed dividends to its shareholders.
| 30.06.17 | 31.12.16 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 11,532 | 13,907 |
| Finance lease liabilities | 5,385 | 4,990 |
| 16,917 | 18,897 | |
| Current | ||
| Bank borrowings | 4,745 | 5,376 |
| Finance lease liabilities | 1,531 | 1,540 |
| 6,276 | 6,916 | |
| Total borrowings | 23,193 | 25,813 |
The periods in which the current bank borrowings will be paid are as follows:
| 30.06.17 | 31.12.16 | |
|---|---|---|
| 6 months or less 6 to 12 months |
2,370 2,375 |
3,006 2,370 |
| 4,745 | 5,376 | |
| The maturity of non-current bank borrowings is as follows: | ||
| 30.06.17 | 31.12.16 | |
| Between 1 and 2 years Between 2 and 5 years Over 5 years |
3,832 7,700 - |
4,407 9,100 400 |
| 11,532 | 13,907 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.17 | 31.12.16 | |
| Bank borrowings | 2.347% | 3.124% |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.17 | 31.12.16 | |
| No later than 1 year Between 1 and 5 years |
1,745 5,760 |
1,770 5,224 |
| 7,505 | 6,994 | |
| Future finance charges on finance leases | (589) | (464) |
| Present value of finance lease liabilities | 6,916 | 6,530 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 30.06.17 | 31.12.16 | |
| No later than 1 year Between 1 and 5 years |
1,531 5,385 |
1,540 4,990 |
| 6,916 | 6,530 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | ||||
|---|---|---|---|---|---|
| Warranties | Claims | Restructuring and Charges | Total | ||
| Balance at 1 January 2016 | 199 | 50 | 60 | 11,188 | 11,497 |
| Additional provisions | 4 | 130 | - | 2,475 | 2,609 |
| Reversals / utilisations | (148) | (50) | (60) | (4,373) | (4,631) |
| Change in consolidation perimeter | (55) | - | - | (312) | (367) |
| Exchange differences | - | - | - | 1 | 1 |
| Balance at 31 December 2016 | - | 130 | - | 8,979 | 9,109 |
| Additional provisions | - | - | - | 2 | 2 |
| Reversals / utilisations | - | (130) | - | (2,105) | (2,235) |
| Exchange differences | - | - | - | - | - |
| Balance at 30 June 2017 | - | - | - | 6,876 | 6,876 |
| 30.06.17 | 31.12.16 | |
|---|---|---|
| Trade payables | 5,366 | 7,242 |
| Remunerations, holiday and holiday and Christmas allowances | 11,137 | 8,567 |
| Bonus | 6,421 | 8,583 |
| Ongoing projects | 3,856 | 3,335 |
| Value added tax | 1,114 | 3,334 |
| Social security contributions | 1,231 | 2,051 |
| Income tax withholding | 1,166 | 1,579 |
| Amount to be paid to non-controlling interests | 5 | 5 |
| Employees | 615 | 528 |
| Prepayments from trade receivables | 37 | 5 |
| Other accrued expenses | 6,649 | 6,835 |
| Other payables | 638 | 5,350 |
| 38,235 | 47,414 |
| 30.06.17 | 30.06.16 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | 4,519 | (74) |
| Impairment and impairment reversal of inventories | 42 | (1) |
| Warranties provision | - | - |
| Legal claims provision | 130 | - |
| Provisions for other risks and charges | 2,103 | 276 |
| Other operating income and expense | 797 | 224 |
| 7,591 | 425 |
| 30.06.17 | 30.06.16 | |
|---|---|---|
| Interest received | 753 | 225 |
| Positive exchange differences | 815 | 102 |
| Fair value of financial assets adjustment | - | 84 |
| 1,568 | 411 |
| 30.06.17 | 30.06.16 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (249) | (250) |
| - Finance lease liabilities | (130) | (82) |
| - Other interest | - | (6) |
| Bank guarantees charges | (93) | (41) |
| Bank services | (59) | (72) |
| Negative exchange differences | (1,157) | (692) |
| Fair value of financial assets adjustment | (84) | - |
| Loss on disposal of financial assets | (8) | - |
| (1,780) | (1,143) |
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:
| 30.06.17 | 30.06.16 | |
|---|---|---|
| Profit before income tax | 3,594 | 1,499 |
| Income tax expense at nominal rate (21% in 2017 and 2016) | 755 | 315 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (156) | (139) |
| Provisions and amortisations not considered for tax purposes | 210 | - |
| Recognition of tax on the events of previous years | 51 | (12) |
| Associates' results reported net of tax | 7 | 8 |
| Autonomous taxation | 296 | 313 |
| Losses in companies where no deferred tax is recognised | (324) | - |
| Expenses not deductible for tax purposes | (90) | 98 |
| Differential tax rate on companies located abroad | 221 | (113) |
| Research & Development tax benefit | (120) | (429) |
| Municipal surcharge and State surcharge | 54 | 46 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 34 | 5 |
| Income tax expense | 938 | 92 |
| Effective tax rate | 26.1% | 6.1% |
| 19. Earnings per share | ||
| 30.06.17 | 30.06.16 | |
| Weighted average number of ordinary shares in issue | 31,049,781 | 31,387,775 |
|---|---|---|
| Stock options adjustment | - | - |
| Adjusted weighted average number of ordinary shares in issue | 31,049,781 | 31,387,775 |
| Profit attributable to owners of the parent | 3,924 | 2,776 |
| Basic earnings per share (Euros per share) | 0.13 Euros | 0.09 Euros |
| Diluted earnings per share (Euros per share) | 0.13 Euros | 0.09 Euros |
| Profit from continuing operations attributable to owners of the parent | 1,228 | (216) |
| Basic earnings per share (Euros per share) | 0.04 Euros | (0.01) Euros |
| Diluted earnings per share (Euros per share) | 0.04 Euros | (0.01) Euros |
| Profit from discontinued operations attributable to owners of the parent | 2,696 | 2,992 |
| Basic earnings per share (Euros per share) | 0.09 Euros | 0.10 Euros |
| Diluted earnings per share (Euros per share) | 0.09 Euros | 0.10 Euros |
For reporting purposes, related parties include subsidiaries, associates, shareholders with management influence, key elements in the Group management and entities that provide management services to the Group (Autonomy Mastery and Purpose, S.A. and Groovesnore Investimentos Imobiliários, Lda).
| i) | Key management compensation | ||
|---|---|---|---|
| 30.06.17 | 30.06.16 | ||
| (*) | Wages and other short-term employee benefits Stock options granted |
2,920 - |
2,069 - |
| 2,920 | 2,069 |
(*) Regarding the balance presented in June 2016, EUR 159 thousand were considered as part of discontinued operations, therefore were not included in this note.
| Non-current | Current (note 8) | |||
|---|---|---|---|---|
| 30.06.17 | 31.12.16 | 30.06.17 | 31.12.16 | |
| Loan to Powergrid, Lda | 2,050 | 2,050 | - | - |
| Loan to Bright Innovation, Lda | 1,477 | 1,477 | - | - |
| Loan to SmartGeo Solutions, Lda | 99 | 99 | - | - |
| Loan to Radical Innovation, Lda | 994 | 994 | - | - |
| Loan to Power Data, Lda | 248 | 248 | - | - |
| Loan to City Pulse, Lda | 2,410 | 2,410 | - | - |
| Loan to Livian Technologies, Lda | 1,292 | 1,292 | 450 | 1,200 |
| Loans to other shareholders | - | - | 15 | 15 |
| 8,570 | 8,570 | 465 | 1,215 | |
| Provisions for loans granted to related parties | (3,438) | (3,438) | - | - |
| 5,132 | 5,132 | 465 | 1,215 | |
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"), through the sale of the shares representing the whole share capital of Novabase IMS (further to the carve-out of the assets which were not part of the IMS Business), and two other companies to which the IMS Business developed by Novabase Digital TV and by Novabase Serviços would be transferred. The price agreed was 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. As a result, Novabase recorded, with reference to December 31, 2016, the gain generated by the sale of the IMS Business to VEP, in the amount of EUR 17,567 thousand.
In the first half of 2017, the final calculation of working capital and net debt as established in the purchase and sale agreement took place, and the final price was revised to EUR 41,061 thousand, resulting in an adjustment to the gain generated by the sale of the IMS business in the amount of EUR 2,696 thousand.
In the statement of profit and loss, comparatives were restated to show continuing operations separately from discontinued operations.
| 30.06.17 | 30.06.16 | |
|---|---|---|
| Revenue | - | 41,808 |
| Expenses | - | (37,998) |
| Results from operating activities | - | 3,810 |
| Income tax | - | (818) |
| Results from operating activities, net of tax | - | 2,992 |
| Gain on sale of IMS Business | 2,696 | - |
| Income tax on gain on sale of IMS Business | - | - |
| Profit from discontinued operations, net of tax | 2,696 | 2,992 |
| B. Cash flows from (used in) discontinued operations |
Also, there is a provision of EUR 2 Million recorded for responsibilities associated to the disposal of IMS Business, under the 'Liabilities from discontinued operations' caption in the consolidated statement of financial position. During the first half of 2017, the provision was not used.
Given the disclosed in the annual financial statements for the year 2016, the significant changes in the judicial processes are the following:
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 31.12.16 |
Transactions | Number of Shares / Quotas held by Board Members at 30.06.17 |
% held by Board Members at 30.06.17 |
|
|---|---|---|---|---|---|---|
| Novabase SGPS, S.A. | 15,700,697 € | 31,401,394 | 10,715,761 | 65,281 | 10,781,042 | 34.3% |
| José Afonso Oom Ferreira de Sousa | 10,057 | (10,056) | 1 | 0.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,289,068 | 0 | 2,289,068 | 7.3% | ||
| Luís Paulo Cardoso Salvado | 65,282 | (65,281) | 1 | 0.0% | ||
| Francisco Antunes | 30,335 | 0 | 30,335 | 0.1% | ||
| HNB - SGPS, SA (a) | 8,321,019 | 140,618 | 8,461,637 | 26.9% | ||
| NBASIT - Sist. Inf e Telecomunicações, S.A. 47,500,000 AOA | 100,000 | 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. | 154,377 € | 20,316,971 | 225,001 | 0 | 225,001 | 1.1% |
| Pedro Miguel Quinteiro Marques de Carvalho | 225,001 | 0 | 225,001 | 1.1% |
(a) José Afonso Oom Ferreira de Sousa and Luís Paulo Cardoso Salvado are shareholders of this company.
Novabase reports as directors the company HNB - S.G.P.S., S.A. and the board members of the Company.
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(Unaudited)
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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 2017, 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 27, 2017
Luís Paulo Cardoso Salvado Chairman and CEO
Francisco Paulo Figueiredo Morais Antunes CFO
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board
Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board
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