Interim / Quarterly Report • Sep 19, 2016
Interim / Quarterly Report
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Privileged Information July 28, 2016
Turnover: 105.7 M€ (112.9 M€ in 6M15)
EBITDA: 7.2 M€ (7.7 M€ in 6M15)
Net Profit: 2.8 M€ (3.5 M€ in 6M15)
Net Cash: 8.2 M€ (11.3 M€ in 12M15)
"The results of the 1st half are aligned with the strategic guidelines set for 2016. Operations in Europe continued to grow and accounts for 57% of the international business. By segment, 60% of the Business Solutions area activity is already outside Portugal.
As previous disclosed, and as a result of the discontinuation of some offers that added lower value and our policy to limit the exposure to emerging markets, Turnover and EBITDA decreased by 6% and 7%, respectively. Net Profit fell 20%, reflecting, via non-controlling interests, the positive performance of international operations.
In Business Solutions area, profitability was constrained by the domestic market. On the other hand, the increased incorporation of services and focus on more differentiated solutions positively impacted the profitability in Infrastructures & Managed Services area.
In the 2nd half we will strengthen restrictions on activity in geographies with higher pressure of currency depreciation, maintaining internationalization as our first priority. Despite the new risks and uncertainties that have arisen in international markets, we remain committed to achieve the goals set for the year."
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 (M€)
EBITDA (M€)
EBITDA within the range of the annual Guidance, decreases 7% YoY.
Net Profit (M€)
Earnings per share (EPS) in 6M16 reached 0.09 euros per share, registering a decrease of 20% towards the EPS from the previous year of 0.11 euros per share.
Evolution of Noncontrolling interests penalizes Net Profit.
Cash generation of 1.9 M€ in 6M16, excluding the payment of dividends to Shareholders and Non-controlling interests.
The Financial Results were positive in 0.4 M€, an increase of 0.8 M€, fundamentally based on the evolution of the financial instruments used to reduce the exposure to foreign exchange risks.
Non-controlling interests in 6M16 amounted to -1.6 M€, which compares to 0.04 M€ in 6M15. This variation is mainly due to the positive evolution of the results of international subsidiaries.
Net Cash (M€)
Net cash
In the 6M16, Novabase shows a negative evolution in cash generation.
Novabase ended the 6M16 with 8.2 M€ in net cash, which compares to 11.3 M€ in the 12M15. However, considering the last 12 months, we observe a positive trend, with a generation of 1.9 M€.
On May 16, 2016, Novabase paid its shareholders a total amount of 3.8 M€ (0.12€/share). Additionally, on May 2016, occurred the payment of 1.2 M€ to Noncontrolling interests.
O i International activity in line with the annual goal of 45% and services responsible for 5/6 of the total business.
Novabase opens First Case Management Competency Centre in Portugal.
Novabase IMS receives international certifications.
Novabase enters US market with the Watson of IBM.
The first half of 2016 was marked by the good results in terms of internationalization and specialization of the offerings, reflecting the strategic goals set for the year, with the weight of the international activity accounting for 46% of the total Turnover, and services representing 83% of total business.
Compared to the same period of last year, Turnover decreased by 6%, due to the limitation of our exposure to some emerging markets where we operate, according to the strategic options anticipated in the end of last year, however achieving an EBITDA margin of 6.8%, equal to the one recorded in the 6M15. Towards the Guidance, the results of the first half of 2016 were in line on Turnover and within the EBITDA range.
Highlights include the opening of the first Case Management Competency Centre in Portugal, in the first quarter of 2016. All of the work in Novabase's Case Management Competency Centre will be done using Design Thinking, an innovative methodology that Novabase uses in its projects, and within 5 years, is expected this space to have more than 100 dedicated employees. This Centre brings to the market a streamlined case management solution, and is aligned with Novabase's internationalization and differentiation of the offerings strategic options.
To highlight also that Novabase IMS has successfully completed the certification process for its IT Service Management (ISO 20000) and Information Security Management (ISO 27001) Systems for the domestic and international markets. These recently-acquired certifications are part of Novabase's service quality standards policy, and open new doors for the company, positioning it among the world's biggest players in the sector.
With regard to distinctions, highlight the Winner's Circle Excellence award, which was given by Cisco to Novabase IMS, in Miami. Likewise, Novabase IMS received the distinction of Cisco Commercial Partner of the Year, at the Cisco Partner Summit 2016 held in San Diego, USA. The IMS is thus recognized as the largest partner in Portugal and in the region of southern Europe as well in the Commercial segment, one of the leading sectors for Cisco.
Additionally, Novabase was highlighted in the IBM PartnerWorld Leadership Conference 2016 in Orlando, USA, being the only Portuguese company that has created technology based on IBM's Watson supercomputer - the most advanced in the world and one of the keys to enter the "cognitive era" with artificial intelligence. This is a milestone in the history of Novabase, because it is a direct entry into the United States with our own solution, and comes to recognize the work done by our Financial Services area.
Still in regard to innovative solutions, in the 2nd quarter of 2016, Novabase GTE Business Solutions' Healthcare Insight solution was in the spotlight at the third edition of Healthcare Excellence 2016, where the ten project finalists were presented, and the best three in terms of improving patient services received distinctions.
In the Venture Capital area, Collab has been mentioned in the "Magic Quadrant for Customer Engagement Centre 2015" of Gartner, the world's foremost opinionmaker in market analysis and research in the area of technology, being the only company who successfully moved up in the areas of "execution capacity" and "future vision". To mention also that Collab won "App Throwdown" at SugarCRM's contest, with "Facebook Bot Messenger" app, which took place in San Francisco, USA.
World reference events reflect Novabase's focus on innovation and provide excellent showcases for the dissemination of its offerings.
Finally, highlight that Celfocus was in attendance at Mobile World Congress 2016, the world's biggest mobile technology fair, showcasing the latest novelties of its omni-channel solution for telecommunications operators. Novabase was also present with its Rely solution in the RFIx conferences, the world's main event in the area of factoring, that bring together financial institutions, technology innovators, companies and specialists for an in-depth discussion on the industry's future.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M16, is as follows:
The services rendered represent 83% in 6M16, which compares to 79% in 6M15, in line with Novabase strategic goal to increase the added value of its offerings.
From the total Turnover, 48.5 M€ were generated outside Portugal, which compares to 50.1 M€ registered in 6M15.
Business outside Portugal generated in the Business Solutions area increased to 60% of the respective Turnover (54% in 6M15). In the IMS business area, the international business in 6M16 decreased to 26% (33% in 6M15), due to the strategy to limit the exposure to emerging markets, and in the Venture Capital area decreased to 34% (61% in 6M15).
Novabase had on average, in the 6M16, 2447 employees, which represents an increase of 2% compared to the 6M15 (2390).
Europe was the continent with greater expression in 6M16, rising to 57% of international business.
Employee breakdown by business area, in 6M16, is as follows:
13% growth in the average number of international employees, in line with Novabase' focus on markets outside Portugal.
BS evolution reflects the continuation of international growth (+15%) and the pressure in the domestic market.
IMS evolution results from the strategy to limit the exposure to emerging markets and focus in higher added value projects in Portugal. However, this area should be analysed for longer time periods.
Turnover Venture Capital (M€)
VC area with limited significance. However, this area should be analysed for longer time periods.
Excluding the shareholder remuneration, Novabase share price would have registered a depreciation of 1%.
Novabase share price in 6M16 lost 6%, comparing to a 16% loss in the PSI20 Index and a 10% loss in the EuroStoxx Technology Index.
In this period, a dividend of 0.12€/share was distributed.
The evolution of Novabase share prices compared to other companies in the IT sector in Europe, in 6M16, was as follows:
The average price target disclosed by the analysts who cover Novabase is 2.83 euros.
Rotation in 6M16 represented 3% of the capital and 1.1 million shares were traded, below the values in 6M15 (rotation of 13% of the capital and 4.2 million shares traded).
| Summary | 2Q16 | 1Q16 | 4Q15 | 3Q15 | 2Q15 |
|---|---|---|---|---|---|
| Minimum price (€) | 1.970 | 1.879 | 2.070 | 2.100 | 2.310 |
| Maximum price (€) | 2.150 | 2.130 | 2.319 | 2.535 | 2.619 |
| Volume weighted average price (€) | 2.063 | 2.000 | 2.190 | 2.329 | 2.414 |
| Closing price at the end of the Quarter (€) | 1.980 | 2.090 | 2.114 | 2.148 | 2.500 |
| Nr. of shares traded | 441,436 | 651,101 | 958,535 | 573,164 | 2,848,400 |
| Market cap in the last day (M€) | 62.2 | 65.6 | 66.4 | 67.5 | 78.5 |
In the end of the second quarter of 2016, Novabase presented a Price to Sales multiple of 0.28x and a Price to Earnings multiple of 8.60x, which represents a discount of 71% and 47%, respectively, compared to the average of other companies in the sector in Europe (source: Reuters, ttm values at 30/06).
Average upside of 43%, according to the analysts who cover Novabase.
The results of this semester reflect the strategic options set for 2016: focus on internationalization taking into account the specific risks of the geographies where we operate.
Volume weighted average price (€) 2.063 2.000 2.190 2.329 2.414
Closing price at the end of the Quarter (€) 1.980 2.090 2.114 2.148 2.500
Nr. of shares traded 441,436 651,101 958,535 573,164 2,848,400
International business accounts for 46% of the total Turnover, with Europe consolidating its position as the leading market, contributing with 57%. The weight of services amounted to 83%. EBITDA margin for this period was 6.8%, due to the positive impact of the specialized offerings with greater added value in the IMS business, thereby offsetting the pressure felt in the domestic market in the Business Solutions area.
We reaffirm the goal of sustainable international growth. Despite the uncertainty in some of the markets where we operate and the continuing challenging conditions in the domestic market, we are committed to compliance with the Guidance for FY16:
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 nonbank 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 6M16 and prior periods, is analysed as follows:
| 6M14 | 6M15 | 6M16 | |
|---|---|---|---|
| Cash and cash equivalents | 20,911 | 19,588 | 18,572 |
| Held-to-maturity investments - Non-current | - | 4,409 | 6,337 |
| Held-to-maturity investments - Current | - | - | 4,492 |
| Treasury shares held by the Company (*) | 204 | 30 | 17 |
| Bank borrowings - Non-current | (10,677) (12,790) (16,277) | ||
| Bank borrowings - Current | (5,583) | (4,883) | (4,915) |
| Net Cash | 4,855 | 6,354 | 8,226 |
(*) 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:
| 6M14 | 6M15 | 6M16 | |
|---|---|---|---|
| Treasury shares held by the Company (thousands) | 57.006 | 11.957 | 8.615 |
| Closing price on the last tradable day (€) | 3.580 | 2.500 | 1.980 |
| Treasury shares held by the Company (EUR thousand) | 204 | 30 | 17 |
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.
| 30.06.16 | 31.12.15 | 30.06.16 | 30.06.15 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| Assets | CONTINUING OPERATIONS | |||||
| Tangible assets | 9,607 | 9,704 | Sale of goods | 18,449 | 23,444 | |
| Intangible assets | 28,302 | 29,304 | Cost of goods sold | (14,978) | (20,884) | |
| Financial investments | 3,758 | 3,786 | ||||
| Held-to-maturity investments | 6,337 | 4,554 | Gross margin | 3,471 | 2,560 | 35.6 % |
| Deferred income tax assets | 15,753 | 16,352 | ||||
| Other non-current assets | 7,478 | 7,478 | Other income | |||
| Services rendered | 87,213 | 89,471 | ||||
| Total Non-Current Assets | 71,235 | 71,178 | Supplementary income and subsidies | 223 | 277 | |
| Other operating income | 579 | 667 | ||||
| Inventories | 1,551 | 2,824 | ||||
| Trade debtors and accrued income | 108,719 | 109,332 | 88,015 | 90,415 | ||
| Other debtors and prepaid expenses | 16,033 | 14,001 | ||||
| Derivative financial instruments | 24 | 168 | 91,486 | 92,975 | ||
| Held-to-maturity investments | 4,492 | 845 | ||||
| Cash and cash equivalents | 18,572 | 24,293 | Other expenses | |||
| External supplies and services | (37,611) | (39,064) | ||||
| Total Current Assets | 149,391 | 151,463 | Employee benefit expense | (47,061) | (46,526) | |
| Provisions reversal | 913 | 796 | ||||
| Total Assets | 220,626 | 222,641 | Other operating expenses | (572) | (491) | |
| Equity | (84,331) | (85,285) | ||||
| Share capital | 15,701 | 15,701 | ||||
| Treasury shares | (4) | (6) | Gross Net Profit (EBITDA) | 7,155 | 7,690 | -7.0 % |
| Share premium | 43,560 | 43,560 | Restructuring costs | - | - | |
| Reserves and retained earnings | 16,069 | 14,792 | Operating Gross Net Profit | 7,155 | 7,690 | -7.0 % |
| Net profit | 2,776 | 7,425 | Depreciation and amortization | (2,251) | (2,654) | |
| Total Shareholders' Equity | 78,102 | 81,472 | Operating Profit (EBIT) | 4,904 | 5,036 | -2.6 % |
| Financial results | 405 | (351) | ||||
| Non-controlling interests | 7,868 | 8,194 | ||||
| Net Profit before taxes (EBT) | 5,309 | 4,685 | 13.3 % | |||
| Total Equity | 85,970 | 89,666 | Income tax expense | (910) | (1,266) | |
| Net Profit from continuing operations | 4,399 | 3,419 | 28.7 % | |||
| Liabilities | ||||||
| Bank borrowings | 16,277 | 14,387 | DISCONTINUED OPERATIONS | |||
| Finance lease liabilities | 4,752 | 5,247 | Net Profit from discont. operations | - | - | |
| Provisions | 10,091 | 11,497 | ||||
| Other non-current liabilities | - | 271 | Non-controlling interests | (1,623) | 43 | |
| Total Non-Current Liabilities | 31,120 | 31,402 | Attributable Net Profit | 2,776 | 3,462 | -19.8 % |
| Bank borrowings | 4,915 | 3,992 | ||||
| Finance lease liabilities | 1,772 | 1,576 |
| Financial investments | 3,758 | 3,786 | |
|---|---|---|---|
| Deferred income tax assets | 15,753 | 16,352 | |
| Other non-current assets | 7,478 | 7,478 | Other income |
| Inventories | 1,551 | 2,824 | |
| Other debtors and prepaid expenses | 16,033 | 14,001 | |
| Held-to-maturity investments | 4,492 | 845 | |
| Cash and cash equivalents | 18,572 | 24,293 | Other expenses |
| Share capital | 15,701 | 15,701 | |
| Non-controlling interests | 7,868 | 8,194 | |
| Liabilities | |||
| Bank borrowings | 16,277 | 14,387 | DISCONTINUED OPERATIONS |
| Provisions | 10,091 | 11,497 | |
| Bank borrowings | 4,915 | 3,992 |
Trade payables 11,114 17,038 Other creditors and accruals 44,697 41,186
| Derivative financial instruments | 59 | 160 | |||
|---|---|---|---|---|---|
| Deferred income | 40,979 | 37,621 | |||
| Total Current Liabilities | 103,536 | 101,573 | |||
| Other information: | |||||
| Total Liabilities | 134,656 | 132,975 | Turnover | 105,662 | 112,915 |
| Gross margin from sales % | 18.8 % | 10.9 % | |||
| Total Equity and Liabilities | 220,626 | 222,641 | EBITDA margin | 6.8 % | 6.8 % |
| EBT % on Turnover | 5.0 % | 4.1 % | |||
| Net Cash | 8,226 | 11,338 | Net profit % on Turnover | 2.6 % | 3.1 % |
| Total Liabilities | 134,656 | 132,975 | Turnover | 105,662 | 112,915 | -6.4 % |
|---|---|---|---|---|---|---|
| Gross margin from sales % | 18.8 % | 10.9 % | ||||
| Total Equity and Liabilities | 220,626 | 222,641 | EBITDA margin | 6.8 % | 6.8 % | |
| EBT % on Turnover | 5.0 % | 4.1 % | ||||
| Net Cash | 8,226 | 11,338 | Net profit % on Turnover | 2.6 % | 3.1 % |
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 |
IMS | Venture Capital |
NOVABASE | |
|---|---|---|---|---|
| Sale of goods | 104 | 18,345 | - | 18,449 |
| Cost of goods sold | (69) | (14,909) | - | (14,978) |
| Gross margin | 35 | 3,436 | - | 3,471 |
| Other income | - | - | - | - |
| Services rendered | 61,888 | 23,221 | 2,104 | 87,213 |
| Supplementary income and subsidies | 182 | 41 | - | 223 |
| Other operating income | 317 | 201 | 61 | 579 |
| 62,387 | 23,463 | 2,165 | 88,015 | |
| - 62,422 |
- 26,899 |
- 2,165 |
- 91,486 |
|
| Other expenses | - | - | - | - |
| External supplies and services | (20,767) | (15,888) | (956) | (37,611) |
| Employee benefit expense | (37,495) | (8,387) | (1,179) | (47,061) |
| (Provisions) / Provisions reversal | 305 | 712 | (104) | 913 |
| Other operating expenses | (322) | (236) | (14) | (572) |
| - (58,279) |
- (23,799) |
- (2,253) |
- (84,331) |
|
| Gross Net Profit (EBITDA) | - 4,143 |
- 3,100 |
- (88) |
- 7,155 |
| Depreciation and amortization | - (1,483) |
- (465) |
- (303) |
- (2,251) |
| Operating Profit (EBIT) | 2,660 | 2,635 | (391) | 4,904 |
| Financial results | - (824) |
- 1,175 |
- 54 |
- 405 |
| Net Profit / (Loss) before Taxes (EBT) | 1,836 | 3,810 | (337) | 5,309 |
| Income tax expense Non-controlling interests |
- (193) (795) |
- (818) (918) |
- 101 90 |
- (910) (1,623) |
| Attributable Net Profit / (Loss) | 848 | 2,074 | (146) | 2,776 |
Other information :
| Turnover | 61,992 | 41,566 | 2,104 | 105,662 |
|---|---|---|---|---|
| EBITDA | 4,143 | 3,100 | (88) | 7,155 |
| EBITDA % on Turnover | 6.7% | 7.5% | -4.2% | 6.8% |
| EBT % on Turnover | 3.0% | 9.2% | -16.0% | 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 | 8,321,019 | 26.50% |
| 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 | 50,282 | 0.16% |
| Luís Paulo Cardoso Salvado 1 | 50,282 | 0.16% |
| José Afonso Oom Ferreira de Sousa 1 | 10,057 | 0.03% |
| Number of shares attributable to signatories of the Novabase Shareholders' Agreement (under the terms of article 20, paragraph 1 of the Securities Code) |
12,520,467 | 39.87% |
| 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 | 1,535,399 | 4.89% |
| Fundo de Investimento Mobiliário Aberto Poupança Ações Santander PPA | 71,135 | 0.23% |
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (under the terms of article 20, paragraph 1 of the Securities Code) |
1,606,534 | 5.12% |
| Caixagest Acções Portugal | 3 | 1.91% |
| Caixagest PPA | 3 | 0.14% |
| Caixagest — Técnicas de Gestão de Fundos, SA (under the terms of article 20, paragraph 1 of the Securities Code) |
646,288 | 2.06% |
| IBIM2 Limited | 1,610,145 | 5.13% |
| Total | 22,182,822 | 70.64% |
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.
3 When Novabase was notified of this holding, it was informed that the funds identified above were managed by Caixagest – Técnicas de Gestão de Fundos, S.A., however it was not disclosed the actual number of shares held by each fund.
The holdings identified above correspond to the last positions notified to the Company with reference to a date before 30 June 2016.
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 | 10,057 | 0.03% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,289,068 | 7.29% |
| Luís Paulo Cardoso Salvado 2 | 50,282 | 0.16% |
| 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% |
| 2,379,742 | 7.58% |
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 a date before 30 June 2016.
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 8,321,019 shares representing 26.50% of Novabase's share capital and respective voting rights.
Under the terms of paragraphs 6 and 7 of Article 14º of the Portuguese Securities Market Commission – CMVM – Regulation n.º 5/2010, Novabase informs that there were no management transactions in the 1st half of 2016.
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)
| Transaction | # | € | ||
|---|---|---|---|---|
| Date | Location | Shares | Share price | |
| Acquisition | 08/03/2016 | Euronext Lisbon | 118 | 1.979 |
| Acquisition | 08/03/2016 | Euronext Lisbon | 949 | 1.979 |
| Acquisition | 08/03/2016 | Euronext Lisbon | 15,419 | 1.980 |
| Acquisition | 08/03/2016 | Euronext Lisbon | 253 | 1.980 |
| Acquisition | 08/03/2016 | Euronext Lisbon | 3,261 | 1.980 |
| Disposal | 06/04/2016 | Over-the-Counter | 8,086 | 2.150 |
| Disposal | 06/04/2016 | Over-the-Counter | 1,797 | 2.150 |
| Disposal | 06/04/2016 | Over-the-Counter | 13,459 | 2.150 |
At 31 December 2015, Novabase S.G.P.S. held 11,957 own shares, representing 0.04% of its share capital.
Own shares acquisitions were performed because they were considered as best interest to society.
The 23,342 own shares disposed were used for the settlement of bonuses to employees.
At 30 June 2016, Novabase S.G.P.S. held 8,615 own shares, representing 0.03% 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
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| 2016 | 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 2016 | 6 | |
| ● | Condensed Consolidated Interim Statement of Profit and Loss for the period of 6 months ended 30 June 2016 | 7 |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2016 | 8 | |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2016 | 9 | |
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2016 | 10 | |
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2016 | 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 income 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-party transactions | 18 | |
| Note 21. Contingencies | 18 | |
| Note 22. Events after the reporting period | 18 | |
| Note 23. Note added for translation | 18 | |
| SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 19 | |
| ● | Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. | 21 |
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2016
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| Note | 30.06.16 | 31.12.15 | ||
| Assets | ||||
| Non-Current Assets | ||||
| Property, plant and equipment | 6 | 9,607 | 9,704 | |
| Intangible assets | 6 | 28,302 | 29,304 | |
| Investments in associates | 582 | 621 | ||
| Financial assets at fair value through profit or loss | 3,176 | 3,165 | ||
| Held-to-maturity investments | 6,337 | 4,554 | ||
| Deferred income tax assets | 7 | 15,753 | 16,352 | |
| Other non-current assets | 20 | 7,478 | 7,478 | |
| Total Non-Current Assets | 71,235 | 71,178 | ||
| Current Assets | ||||
| Inventories | 1,551 | 2,824 | ||
| Trade and other receivables | 8 | 78,254 | 94,519 | |
| Accrued income | 37,733 | 21,592 | ||
| Income tax receivable | 2,372 | 2,479 | ||
| Derivative financial instruments | 24 | 168 | ||
| Other current assets | 6,393 | 4,743 | ||
| Held-to-maturity investments | 4,492 | 845 | ||
| Cash and cash equivalents | 9 | 18,572 | 24,293 | |
| Total Current Assets | 149,391 | 151,463 | ||
| Total Assets | 220,626 | 222,641 | ||
| Equity | ||||
| Share capital | 15,701 | 15,701 | ||
| Treasury shares | (4) | (6) | ||
| Share premium | 43,560 | 43,560 | ||
| Reserves and retained earnings | 16,069 | 14,792 | ||
| Profit for the period | 2,776 | 7,425 | ||
| Total Equity attributable to owners of the parent | 78 ,102 |
81,472 | ||
| Non-controlling interests | 11 | 7,868 | 8,194 | |
| Total Equity | 85,970 | 89,666 | ||
| Liabilities | ||||
| Non-Current Liabilities | ||||
| Borrowings | 12 | 21,029 | 19,634 | |
| Provisions | 13 | 10,091 | 11,497 | |
| Other non-current liabilities | - | 271 | ||
| Total Non-Current Liabilities | 31,120 | 31,402 | ||
| Current Liabilities | ||||
| Borrowings | 12 | 6,687 | 5,568 | |
| Trade and other payables | 14 | 55,805 | 58,200 | |
| Income tax payable | 6 | 24 | ||
| Derivative financial instruments | 59 | 160 | ||
| Deferred income and other current liabilities | 40,979 | 37,621 | ||
| Total Current Liabilities | 103,536 | 101,573 | ||
| Total Liabilities | 134,656 | 132,975 | ||
| Total Equity and Liabilities | 220,626 | 222,641 | ||
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 2016
| (Amounts expressed in thousands of Euros) | ||||||
|---|---|---|---|---|---|---|
| 6 M * | 3 M * | |||||
| Note | 30.06.16 | 30.06.15 | 30.06.16 | 30.06.15 | ||
| Continuing Operations | ||||||
| Sales | 5 | 18,449 | 23,444 | 11,776 | 11,227 | |
| Services rendered | 5 | 87,213 | 89,471 | 46,822 | 47,565 | |
| Cost of sales | (14,978) | (20,884) | (9,640) | (9,473) | ||
| External supplies and services | (37,611) | (39,064) | (22,802) | (22,807) | ||
| Employee benefit expense | (47,061) | (46,526) | (23,213) | (23,283) | ||
| Other gains/(losses) - net | 15 | 1,143 | 1,249 | 34 | 433 | |
| Depreciation and amortisation | (2,251) | (2,654) | (1,074) | (1,305) | ||
| Operating Profit | 4,904 | 5,036 | 1,903 | 2,357 | ||
| Finance income | 16 | 2,159 | 4,330 | 814 | 2,766 | |
| Finance costs | 17 | (1,716) | (4,489) | (766) | (2,340) | |
| Share of loss of associates | (38) | (192) | (19) | (173) | ||
| Profit Before Income Tax | 5,309 | 4,685 | 1,932 | 2,610 | ||
| Income tax expense | 18 | (910) | (1,266) | (327) | (812) | |
| Profit from continuing operations | 4,399 | 3,419 | 1,605 | 1,798 | ||
| Discontinued operations | ||||||
| Profit from discontinued operations | - | - | - | - | ||
| Profit for the period | 4,399 | 3,419 | 1,605 | 1,798 | ||
| Profit attributable to: | ||||||
| Owners of the parent | 2,776 | 3,462 | 1,085 | 1,535 | ||
| Non-controlling interests | 11 | 1,623 | (43) | 520 | 263 | |
| 4,399 | 3,419 | 1,605 | 1,798 | |||
| Earnings per share | ||||||
| attributable to owners of the parent (Euros per share) | ||||||
| Basic earnings per share | ||||||
| From continuing operations | 19 | 0.09 Euros | 0.11 Euros | 0.03 Euros | 0.05 Euros | |
| From discontinued operations | 19 | Zero Euros | Zero Euros | Zero Euros | Zero Euros | |
| Basic earnings per share | 19 | 0.09 Euros | 0.11 Euros | 0.03 Euros | 0.05 Euros | |
| Diluted earnings per share | ||||||
| From continuing operations | 19 | 0.09 Euros | 0.11 Euros | 0.03 Euros | 0.05 Euros | |
| From discontinued operations | 19 | Zero Euros | Zero Euros | Zero Euros | Zero Euros | |
| Diluted earnings per share | 19 | 0.09 Euros | 0.11 Euros | 0.03 Euros | 0.05 Euros | |
| 6 M * - period of 6 months ended 3 M * - period of 3 months ended |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
for the period of 6 months ended 30 June 2016
| (Amounts expressed in thousands of Euros) | |||||
|---|---|---|---|---|---|
| 6 M * | 3 M * | ||||
| Note | 30.06.16 | 30.06.15 | 30.06.16 | 30.06.15 | |
| Profit for the period | 4,399 | 3,419 | 1,605 | 1,798 | |
| Other comprehensive income for the period | |||||
| Exchange differences on foreign operations | (3,754) | (4,374) | (1,634) | (4,561) | |
| Other comprehensive income for the period | (3,754) | (4,374) | (1,634) | (4,561) | |
| Total comprehensive income for the period | 645 | (955) | (29) | (2,763) | |
| Total comprehensive income attributable to: | |||||
| Owners of the parent | 386 | 461 | (114) | (888) | |
| Non-controlling interests | 259 | (1,416) | 85 | (1,875) | |
| 645 | (955) | (29) | (2,763) |
3 M * - period of 3 months ended
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock reserves |
Reserves options and retained -controlling earnings |
Non interests |
Total Equity |
|
| Balance at 1 January, 2015 | 15,701 | (29) | 43,560 | 3,140 | 154 | 24,311 | 12,431 | 99,268 | |
| Restatement accordingly IAS 8 | - | - | - | - | - | (5,680) | (576) | (6,256) | |
| Restated Balance at 1 January, 2015 | 15,701 | (29) | 43,560 | 3,140 | 154 | 18,631 | 11,855 | 93,012 | |
| Profit for the period | - | - | - | - | - | 3,462 | (43) | 3,419 | |
| Other comprehensive income for the period | - | - | - | - | - | (3,001) | (1,373) | (4,374) | |
| Total comprehensive income for the period | - | - | - | - | - | 461 | (1,416) | (955) | |
| Transactions with owners | |||||||||
| Dividends | 10, 11 | - | - | - | - | - | (936) | (412) | (1,348) |
| Treasury shares movements | - | (141) | - | - | - | (525) | - | (666) | |
| Share-based payments - stock options exercise | - | 164 | - | - | (170) | 6 | - | - | |
| Share-based payments | - | - | - | - | 16 | - | - | 16 | |
| Transactions with owners | - | 23 | - | - | (154) | (1,455) | (412) | (1,998) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 30 June, 2015 | 15,701 | (6) | 43,560 | 3,140 | - | 17,637 | 10,027 | 90,059 | |
| 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 |
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) | |||||
|---|---|---|---|---|---|
| 6 M * | 3 M * | ||||
| Note | 30.06.16 | 30.06.15 | 30.06.16 | 30.06.15 | |
| Cash flows from operating activities | |||||
| Net Cash generated / (used) in operating activities | 4,390 | 6,205 | (1,554) | (3,651) | |
| Cash flows from investing activities | |||||
| Receipts: | |||||
| Proceeds on disposal of subsidiaries and associates | 73 | 1,265 | 56 | 1,265 | |
| Loan repayments received from associates | - | 36 | - | 36 | |
| Proceeds on disposal of property, plant and equipment | 10 | 6 | 9 | - | |
| Interest received | 442 | 201 | 320 | 103 | |
| 525 | 1,508 | 385 | 1,404 | ||
| Payments: | |||||
| Acquisition of subsidiaries and associates | - | (72) | - | (72) | |
| Loans granted to associates Settlement of derivatives |
- - |
(1,000) (1,906) |
- - |
(1,000) (917) |
|
| Purchases of financial assets held for trading | (4,717) | (4,468) | (2,551) | (238) | |
| Purchases of property, plant and equipment | (795) | (795) | (409) | (476) | |
| Purchases of intangible assets | (174) | (444) | (170) | (248) | |
| (5,686) | (8,685) | (3,130) | (2,951) | ||
| Net Cash used in investing activities | (5,161) | (7,177) | (2,745) | (1,547) | |
| Cash flows from financing activities | |||||
| Receipts: | |||||
| Proceeds from borrowings | 4,989 | 9,000 | 3,994 | 9,000 | |
| 4,989 | 9,000 | 3,994 | 9,000 | ||
| Payments: | |||||
| Repayments of borrowings | (2,117) | (6,420) | (725) | (4,394) | |
| Dividends paid | 10, 11 | (4,976) | (1,341) | (4,976) | (1,341) |
| Payment of finance lease liabilities | (520) | (558) | (262) | (291) | |
| Interest paid | (553) | (565) | (291) | (308) | |
| Purchase of treasury shares | (40) | (778) | - | (778) | |
| (8,206) | (9,662) | (6,254) | (7,112) | ||
| Net Cash (used) / generated in financing activities | (3,217) | (662) | (2,260) | 1,888 | |
| Cash, cash equivalents and bank overdrafts at beg. of period | 9 | 24,293 | 20,714 | 26,120 | 22,590 |
| Net decrease in cash, cash equivalents and bank overdratfs | (3,988) | (1,634) | (6,559) | (3,310) | |
| Effect from exchange rate fluctuations on cash held | (1,733) | (648) | (989) | (848) | |
| Cash, cash equivalents and bank overdrafts at end of period | 9 | 18,572 | 18,432 | 18,572 | 18,432 |
| 6 M * - period of 6 months ended |
3 M * - period of 3 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 (hereunder 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 25, 2016. 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 2016 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 2015, 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 2015, 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 2016.
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 2015.
The activity of Business Solutions and IMS is usually lower in 3rd quarter due to holiday period.
| Business | Venture | |||
|---|---|---|---|---|
| Solutions | IMS | Capital | NOVABASE | |
| At 30 June 2015 | ||||
| Total segment Sales and services rendered | 87,675 | 59,223 | 2,407 | 149,305 |
| Inter-segment Sales and services rendered | 28,138 | 7,953 | 299 | 36,390 |
| Sales and services rendered | 59,537 | 51,270 | 2,108 | 112,915 |
| Depreciation and amortisation | (1,780) | (731) | (143) | (2,654) |
| Operating profit/(loss) | 3,197 | 2,030 | (191) | 5,036 |
| Finance costs – net | 62 | (605) | 384 | (159) |
| Share of loss of associates | - | - | (192) | (192) |
| Income tax expense | (891) | (346) | (29) | (1,266) |
| Profit/(Loss) from operations | 2,368 | 1,079 | (28) | 3,419 |
| Other information: | ||||
| (Provisions) / Provisions reversal | 480 | 312 | 4 | 796 |
| Business | Venture | |||
| Solutions | IMS | Capital | NOVABASE | |
| At 30 June 2016 | ||||
| Total segment Sales and services rendered | 87,423 | 45,886 | 2,492 | 135,801 |
| Total segment Sales and services rendered | 87,423 | 45,886 | 2,492 | 135,801 |
|---|---|---|---|---|
| Inter-segment Sales and services rendered | 25,431 | 4,320 | 388 | 30,139 |
| Sales and services rendered | 61,992 | 41,566 | 2,104 | 105,662 |
| Depreciation and amortisation | (1,483) | (465) | (303) | (2,251) |
| Operating profit/(loss) | 2,660 | 2,635 | (391) | 4,904 |
| Finance costs – net | (824) | 1,175 | 92 | 443 |
| Share of loss of associates | - | - | (38) | (38) |
| Income tax expense | (193) | (818) | 101 | (910) |
| Profit/(Loss) from operations | 1,643 | 2,992 | (236) | 4,399 |
| Other information: | ||||
| (Provisions) / Provisions reversal | 305 | 712 | (104) | 913 |
During the periods ended at 30 June 2016 and 30 June 2015, 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 2015 | 5,570 | 30,663 | |
| Acquisitions / increases | 1,303 | 444 | |
| Write-offs / disposals | (126) | - | |
| Exchange differences | (16) | - | |
| Depreciation and amortisation | (1,160) | (1,494) | |
| Net book value at 30 June 2015 | 5,571 | 29,613 | |
| 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 |
The movement in the deferred income tax assets was as follows:
| 30.06.16 | 31.12.15 | |
|---|---|---|
| Balance at 1 January | 16,352 | 17,228 |
| Exchange differences | (428) | (833) |
| Profit or loss charge | (171) | (43) |
| Balance at the end of the period | 15,753 | 16,352 |
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 2015 | 2,371 | 12,570 | 2,287 | 17,228 |
| Profit or loss charge Exchange differences |
2,455 (833) |
(2,703) - |
205 - |
(43) (833) |
| Balance at 31 December 2015 | 3,993 | 9,867 | 2,492 | 16,352 |
| Profit or loss charge Exchange differences |
(930) (428) |
458 - |
301 - |
(171) (428) |
| Balance at 30 June 2016 | 2,635 | 10,325 | 2,793 | 15,753 |
| 30.06.16 | 31.12.15 | |
|---|---|---|
| Trade receivables | 76,998 | 93,503 |
| Allowance for impairment of trade receivables | (6,012) | (5,763) |
| 70,986 | 87,740 | |
| Prepayments to suppliers | 695 | 982 |
| Employees | 167 | 128 |
| Value added tax | 3,850 | 3,240 |
| Receivables from related parties (note 20) | 15 | 15 |
| Financial investments disposal | 67 | 67 |
| Receivables from financed projects | 1,511 | 1,537 |
| Other receivables | 4,307 | 4,166 |
| Allowance for impairment of other receivables | (3,344) | (3,356) |
| 7,268 | 6,779 | |
| 78,254 | 94,519 |
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | |||||
|---|---|---|---|---|---|---|---|
| 30.06.16 | 31.12.15 | 30.06.16 | 31.12.15 | 30.06.16 | 31.12.15 | ||
| Balance at 1 January | 5,763 | 4,488 | 3,356 | 4,059 | 9,119 | 8,547 | |
| Impairment | 748 | 2,296 | - | 67 | 748 | 2,363 | |
| Impairment reversal | (401) | (851) | - | (716) | (401) | (1,567) | |
| Exchange differences | (91) | (170) | (12) | (54) | (103) | (224) | |
| Write-offs | (7) | - | - | - | (7) | - | |
| Balance at the end of the period | 6,012 | 5,763 | 3,344 | 3,356 | 9,356 | 9,119 |
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 30.06.16 | 31.12.15 | |
|---|---|---|
| - Cash | 20 | 18 |
| - Short term bank deposits | 18,552 | 24,275 |
| Cash and cash equivalentsxa Caixa e equivalentes a cai |
18,572 | 24,293 |
| - Overdrafts | - | - |
| 18,572 | 24,293 |
In the General Meeting of Shareholders held on May, 2016, it was approved the distribution to the shareholders of reserves and retained earnings in the amount of EUR 3,768 thousand, corresponding to 0.12 Euros per share. The payment occurred in May, 2016.
| 30.06.16 | 30.06.15 | ||
|---|---|---|---|
| Payment to shareholders | 3,767 | 936 | |
| Remuneration of the treasury shares held by the Company | 1 | 6 | |
| 3,768 | 942 | ||
| 11. Non-controlling interests | |||
| 30.06.16 | 31.12.15 | ||
| Balance at 1 January | 8,194 | 11,855 | |
| (*) | Change in consolidation universe | - | 9 |
| (**) | Distribution of dividends to non-controlling interests | (585) | (1,036) |
| Exchange differences on foreign operations | (1,364) | (3,615) | |
| Profit attributable to non-controlling interests | 1,623 | 981 | |
| Balance at the end of the period | 7,868 | 8,194 |
(*) In 2015, Celfocus UK was established.
(**) In 2016, Celfocus distributed dividends to its shareholders. In 2015, NBASIT (Angola) and Celfocus distributed dividends to its shareholders, from which EUR 5 thousand are still to be settled - see note 14.
| 30.06.16 | 31.12.15 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 16,277 | 14,387 |
| Finance lease liabilities | 4,752 | 5,247 |
| 21,029 | 19,634 | |
| Current | ||
| Bank borrowings | 4,915 | 3,992 |
| Finance lease liabilities | 1,772 | 1,576 |
| 6,687 | 5,568 | |
| Total borrowings | 27,716 | 25,202 |
The periods in which the current bank borrowings will be paid are as follows:
| 30.06.16 | 31.12.15 | |
|---|---|---|
| 6 months or less 6 to 12 months |
1,961 2,954 |
1,744 2,248 |
| 4,915 | 3,992 |
The maturity of non-current bank borrowings is as follows:
| 30.06.16 | 31.12.15 | |
|---|---|---|
| Between 1 and 2 years | 4,744 | 4,079 |
| Between 2 and 5 years | 10,233 | 8,808 |
| Over 5 years | 1,300 | 1,500 |
| 16,277 | 14,387 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.16 | 31.12.15 | |
| Bank borrowings | 3.140% | 3.080% |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.16 | 31.12.15 | |
| No later than 1 year | 2,019 | 1,865 |
| Between 1 and 5 years | 4,992 | 5,563 |
| 7,011 | 7,428 | |
| Future finance charges on finance leases | (487) | (605) |
| Present value of finance lease liabilities | 6,524 | 6,823 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 30.06.16 | 31.12.15 | |
| No later than 1 year | 1,772 | 1,576 |
| Between 1 and 5 years | 4,752 | 5,247 |
| 6,524 | 6,823 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | ||||
|---|---|---|---|---|---|
| Warranties | Claims | Restructuring and Charges | Total | ||
| Balance at 1 January 2015 | 166 | 65 | 1,403 | 8,260 | 9,894 |
| Additional provisions | 237 | - | - | 5,807 | 6,044 |
| Reversals / utilisations | (204) | (15) | (1,343) | (2,878) | (4,440) |
| Exchange differences | - | - | - | (1) | (1) |
| Balance at 31 December 2015 | 199 | 50 | 60 | 11,188 | 11,497 |
| Additional provisions | 2 | - | - | 101 | 103 |
| Reversals / utilisations | (89) | - | (60) | (1,359) | (1,508) |
| Exchange differences | - | - | - | (1) | (1) |
| Balance at 30 June 2016 | 112 | 50 | - | 9,929 | 10,091 |
| 30.06.16 | 31.12.15 | |
|---|---|---|
| Trade payables | 11,114 | 17,038 |
| Remunerations, vacations and vacation and Christmas subsidies | 12,770 | 9,522 |
| Bonus | 5,560 | 8,691 |
| Ongoing projects | 11,858 | 5,088 |
| Value added tax | 3,000 | 5,910 |
| Social security contributions | 1,405 | 2,067 |
| Income tax withholding | 1,483 | 1,571 |
| Amount to be paid to non-controlling interests - see note 11 | 5 | 630 |
| Employees | 343 | 217 |
| Prepayments from trade receivables | 6 | 72 |
| Other accrued expenses | 7,722 | 7,273 |
| Other payables | 539 | 121 |
| 55,805 | 58,200 |
| 30.06.16 | 30.06.15 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | (347) | (227) |
| Impairment and impairment reversal of inventories | (85) | 48 |
| Warranties provision | 87 | 25 |
| Legal claims provision | - | 15 |
| Provisions for other risks and charges | 1,258 | 935 |
| Other operating income and expense | 230 | 453 |
| 1,143 | 1,249 |
| 30.06.16 | 30.06.15 | |
|---|---|---|
| Interest received | 406 | 196 |
| Positive exchange differences | 1,667 | 2,010 |
| Fair value of financial assets adjustment | 84 | 1,014 |
| Gain on disposal of financial assets (*) | - | 1,110 |
| Other financial gains | 2 | - |
| 2,159 | 4,330 |
(*) Partial sale of the investment in Feedzai, Lda.
| 30.06.16 | 30.06.15 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (324) | (348) |
| - Finance lease liabilities | (138) | (158) |
| - Other interest | (18) | (47) |
| Bank guarantees charges | (49) | (81) |
| Bank services | (106) | (124) |
| Negative exchange differences | (1,081) | (1,936) |
| Fair value of financial assets adjustment | - | (1,795) |
| (1,716) | (4,489) |
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:
| 30.06.16 | 30.06.15 | |
|---|---|---|
| Profit before income tax | 5,309 | 4,685 |
| Income tax expense at nominal rate (21% in 2016 and 2015) | 1,115 | 984 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (164) | (138) |
| Recognition of tax on the events of previous years | (12) | (33) |
| Associates' results reported net of tax | 8 | 40 |
| Autonomous taxation | 414 | 428 |
| Losses in companies where no deferred tax is recognised | (183) | (17) |
| Expenses not deductible for tax purposes | 172 | (224) |
| Differential tax rate on companies located abroad | (65) | (377) |
| Research & Development tax benefit | (429) | 501 |
| Municipal surcharge and State surcharge | 49 | 85 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 5 | 17 |
| Income tax expense | 910 | 1,266 |
| Effective tax rate | 17.1% | 27.0% |
| 30.06.16 | 30.06.15 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 31,387,775 | 31,312,232 |
| Stock options adjustment | - | - |
| Adjusted weighted average number of ordinary shares in issue | 31,387,775 | 31,312,232 |
| Profit attributable to owners of the parent | 2,776 | 3,462 |
| Basic earnings per share (Euros per share) | 0.09 Euros | 0.11 Euros |
| Diluted earnings per share (Euros per share) | 0.09 Euros | 0.11 Euros |
| Profit from continuing operations attributable to owners of the parent | 2,776 | 3,462 |
| Basic earnings per share (Euros per share) | 0.09 Euros | 0.11 Euros |
| Diluted earnings per share (Euros per share) | 0.09 Euros | 0.11 Euros |
| Profit from discontinued operations attributable to owners of the parent | - | - |
| Basic earnings per share (Euros per share) | - | - |
| Diluted earnings per share (Euros per share) | - | - |
For reporting purposes, related-party considers subsidiaries, associates, shareholders with management influence and key elements in the Group management.
| i) | Key management compensation | ||
|---|---|---|---|
| 30.06.16 | 30.06.15 | ||
| Wages and other short-term employee benefits Stock options granted |
2,228 - |
2,207 16 |
|
| 2,228 | 2,223 |
ii) Other balances with related parties
| Non-current | Current (note 8) | ||
|---|---|---|---|
| 30.06.16 | 31.12.15 | 30.06.16 | 31.12.15 |
| 2,050 | 2,050 | - | - |
| 1,477 | 1,477 | - | - |
| 99 | 99 | - | - |
| 994 | 994 | - | - |
| 248 | 248 | - | - |
| 2,410 | 2,410 | - | - |
| 2,492 | 2,492 | - | - |
| - | - | 15 | 15 |
| 9,770 | 9,770 | 15 | 15 |
| (2,292) | (2,292) | - | - |
| 7,478 | 7,478 | 15 | 15 |
Given the disclosed in the annual financial statements for the year 2015, 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 prevails.
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| Share Capital | Total Number of Shares / Quotas |
Number of Shares / Quotas held by Board Members at 31.12.15 |
Transactions | Number of Shares / Quotas held by Board Members at 30.06.16 |
% held by Board Members at 30.06.16 |
|
|---|---|---|---|---|---|---|
| Novabase SGPS, S.A. | 15,700,697 € | 31,401,394 | 10,700,761 | 0 | 10,700,761 | 34.1% |
| José Afonso Oom Ferreira de Sousa | 10,057 | 0 | 10,057 | 0.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,289,068 | 0 | 2,289,068 | 7.3% | ||
| Luís Paulo Cardoso Salvado | 50,282 | 0 | 50,282 | 0.2% | ||
| Francisco Antunes | 30,335 | 0 | 30,335 | 0.1% | ||
| HNB - SGPS, SA (a) | 8,321,019 | 0 | 8,321,019 | 26.5% | ||
| 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. | 150,855 € | 18,444,594 | 225,001 | 0 | 225,001 | 1.2% |
| Pedro Miguel Quinteiro Marques de Carvalho | 225,001 | 0 | 225,001 | 1.2% |
(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 245 of the Portuguese Securities Code, the undersigned, as members of the Board of Directors of Novabase S.G.P.S., S.A., below identified declare that to the best 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 2016, 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 25, 2016
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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