Interim / Quarterly Report • Aug 25, 2015
Interim / Quarterly Report
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Privileged Information July 30, 2015
Turnover: 112.9 M€ (105.9 M€ in 6M14)
EBITDA: 7.7 M€ (6.4 M€ in 6M14)
Net Profit: 3.5 M€ (1.9 M€ in 6M14)
Net Cash: 6.4 M€ (6.9 M€ in 12M14)
"The results of the first half are in line with the goals set for 2015 and, once again, confirm the success of the international expansion. All key performance indicators showed good evolutions.
International operations increased by 30%, strongly driven by the growth in Europe, which has consolidated its leading position as the main destination of the non-domestic activity.
The services expanded 25%, accounting for almost 80% of the total Turnover. The Infrastructures & Managed Services business is now mostly services, reaching a positioning that we pursued for a long time.
In profitability indicators, we recorded a 20% increase in EBITDA and a 78% growth in Net profit, due to the measures implemented for the improvement of operating competitiveness in late 2014.
We intensified the internationalization efforts, through investments in the differentiation of our offerings and in new capacity initiatives of our talent, to whom I make a special acknowledgment. Novabase' employees, with their great commitment, motivation and skills, are the main responsible for these results.
We maintain our confidence in the compliance with the Guidance for 2015, despite the uncertainty prevailing in some of the markets where we operate and the particularly challenging context of the current economic condition."
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
EBITDA within the range of the annual Guidance, and registering a 20% growth, YoY.
Earnings per share (EPS) in 6M15 reached 0.11 euros per share, registering an increase of 76% towards the EPS from the previous year of 0.06 euros per share.
Profitability improved as a result of the measures adopted in the end of 2014.
The Amortizations and the Financial Results registered an increase of 0.4 M€.
Results from discontinued operations are null in 6M15, compared to 0.2 M€ in 6M14. Note that, that gain reflected the completion of the closure process of the 'Mobility Solutions' area with a value lower than the one provisioned.
Non-controlling interests in 6M15 amounted to 0.04 M€, which compares to -0.6 M€ in 6M14. This variation is mainly due to evolution of the results of international subsidiaries.
Net cash
Novabase ended the 6M15 with 6.4 M€ in net cash, which compares to 6.9 M€ in the 12M14. However, considering the last 12 months, we observed a positive trend, with a generation of 1.5 M€.
On May 29, 2015, Novabase paid its shareholders a total amount of 0.9 M€ (0.03€/share). Additionally, this quarter, occurred the payment of 0.4 M€ to Noncontrolling interests.
Cash use of 0.5 M€ in 6M15 includes the payment of dividends to Shareholders and Noncontrolling interests.
O p These good results reflect the focus in international expansion and differentiation of the offerings.
Europe was the continent with greater expression in 6M15, representing more than half of international business.
New partnerships falls under Novabase's international expansion strategy.
The first half of 2015 was marked by a significant increase in international activity, in line with the expectations set for the year, and by an expressive growth in services, which now accounts for approximately 4/5 of the total business.
Overall, compared to the same period of last year, Turnover increased by 7%, due to the significant 30% growth in the international business, which now accounts for 44% of the total business (in line with the annual goal of 40-45%). The services continued to rise and its weight is 79% of the total activity. It was also registered an operational improvement, with EBITDA increasing by 20%, which already reflects the measures implemented in late 2014 (restructuring aiming to improve competitiveness in the domestic operations and freeing resources to the effort of internationalization).
Given the Guidance, the results of the first six months of 2015 were in line on Turnover, and within the range of the EBITDA (-1% in value and -0.1 percentage points, comparing to the middle of the range).
To highlight, in this period, that Novabase won several managed services contracts for EPO - European Patent Office. These contracts, led by Novabase, are included in the framework agreement signed in consortium with another European company.
With regard to new partnerships, Novabase IMS is since the beginning of 2015, Gold partner of EMC, the Storage and Backup market leader in Portugal. Also, Novabase Angola became Silver partner of EMC. In the second quarter, Novabase and OutSystems signed a strategic partnership to offer new joint products and services in the markets where they do business. Likewise, Novabase and SAP strengthened their partnership, to resell SAP products and solutions in Africa. Note that Novabase has been a recognized SAP partner for more than 15 years, and received certification as a SAP Channel Partner in 2013.
In the Venture Capital area, the Venture Capital Fund Novabase Capital Inovação e Internacionalização sold part of its investment in the company Feedzai, in a round of a venture capital investment, led by Oak HC/FT, a leading world venture capital firm in the area of fintech. Feedzai works in the area of data science and is one of the references of innovation in Novabase Capital' portfolio.
Also worthy of note, is the distinction of Novabase with the 2014 Innovation Partner award from IBM, at the National Business Partners' Conference, which acknowledges the work being done by our Financial Services area. Additionally, Novabase IMS has been recognized by Microsoft as Gold Partner, with the Cloud Productivity competency. On the other hand, the subsidiary Collab won the award for "Best Global Customer Satisfaction" technology company in 2015, at the Portuguese Association of Contact Centers event.
Finally, highlight that Novabase was honoured with an "Excellence at Work" award, in the category "large companies" with more than 1,000 employees, which distinguish best practices in managing people at companies, by surveying employees.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M15, is as follows:
The services rendered increased by 25% in 6M15, in line with Novabase strategy to increase the added value of its offerings.
From the total Turnover, 50.1 M€ were generated outside Portugal, which compares to 38.4 M€ registered in 6M14.
Business outside Portugal generated in the Business Solutions area increased to 54% of the respective invoicing (38% in 6M14). In the IMS business area, the international business in 6M15 decreased to 33% (34% in 6M14) and in the Venture Capital area increased to 61% (55% in 6M14).
Novabase had on average, in the 6M15, 2390 employees, which represents an increase of 4% compared to the 6M14 (2293).
Employee breakdown by business area, in 6M15, is as follows:
Average number of employees increased due to international expansion and services growth. Worthy of note is the recruitment of 102 new university graduates through Novabase Academy program.
by geography 6M14
IMS evolution reflects a change in the mix products / services, with a strong growth in services (46%). This area should be analysed for longer
time periods.
3. Stock Performance
Novabase share price in 6M15 gained 13%, comparing to a 16% gain in the PSI20 Index and a 9% gain in the EuroStoxx Technology Index.
In this period, a dividend of 0.03€/share was distributed.
Also to be noted that, on May 2015, Novabase was chosen to be part of the recently-created Tech 40, Euronext's new international technology index whose purpose is to distinguish innovative listed European companies.
The evolution of Novabase share prices compared to other companies in the IT sector in Europe, in 6M15, was as follows:
-7%
0%
40%
In the end of the second quarter of 2015, Novabase presented a Price to Sales multiple of 0.43x and a Price to Earnings multiple of 24.36x, which represents a discount of 54% and 34%, respectively, compared to the average of other companies in the sector in Europe (source: Reuters, ttm values at 30/06).
Average upside of 28%, according to the analysts who cover Novabase.
The average price target disclosed by the analysts who cover Novabase is 3.20 euros.
Indra Cap Gemini Atos Origin Novabase Alten Tietoenator
27/05/15: ex-shareholder remuneration 0.03 €/share
J F M A M J
Rotation in 6M15 represented 13% of the capital and 4.2 million shares were traded, similar to the values in 6M14 (rotation of 10% of the capital and 3.2 million shares traded).
| Summary | 2Q15 | 1Q15 | 4Q14 | 3Q14 | 2Q14 |
|---|---|---|---|---|---|
| Minimum price (€) | 2.310 | 2.170 | 2.090 | 2.421 | 3.551 |
| Maximum price (€) | 2.619 | 2.580 | 2.530 | 3.520 | 4.100 |
| Volume weighted average price (€) | 2.414 | 2.337 | 2.165 | 3.089 | 3.892 |
| Closing price at the end of the Quarter (€) | 2.500 | 2.360 | 2.214 | 2.421 | 3.580 |
| Nr. of shares traded | 2,848,400 1,344,259 1,324,176 1,417,140 1,283,056 | ||||
| Market cap in the last day (M€) | 78.5 | 74.1 | 69.5 | 76.0 | 112.4 |
This half-year results reflect the success of Novabase' strategic options in internationalization and differentiation of its offerings. Turnover increased, strongly driven by the international business, which now accounts for 44% of total business. Likewise, the weight of services increased to 79%. EBITDA grew by 20%, as a result of the measures implemented in the end of 2014 for the improvement of operating competitiveness and already considering the international expansion effort.
Novabase maintain its confidence in the goals set for 2015, despite the uncertainty in some of the markets where it operates, reaffirming as priority the international expansion.
| 30.06.15 | 31.12.14 | 30.06.15 | 30.06.14 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| Assets | CONTINUING OPERATIONS | |||||
| Tangible assets | 5,571 | 5,570 | Sale of goods | 23,444 | 34,598 | |
| Intangible assets | 29,613 | 30,663 | Cost of goods sold | (20,884) | (30,568) | |
| Financial investments | 3,400 | 2,415 | ||||
| Held-to-maturity investments | 4,409 | - | Gross margin | 2,560 | 4,030 | -36.5 % |
| Deferred income tax assets | 16,157 | 17,228 | ||||
| Other non-current assets | 7,410 | 7,770 | Other income | |||
| Services rendered | 89,471 | 71,311 | ||||
| Total Non-Current Assets | 66,560 | 63,646 | Supplementary income and subsidies | 277 | 119 | |
| Other operating income | 667 | 944 | ||||
| Inventories | 4,910 | 4,943 | ||||
| Trade debtors and accrued income | 98,579 | 103,821 | 90,415 | 72,374 | ||
| Other debtors and prepaid expenses | 16,444 | 17,242 | ||||
| Derivative financial instruments | 162 | 88 | 92,975 | 76,404 | ||
| Cash and cash equivalents | 19,588 | 20,714 | ||||
| Other expenses | ||||||
| Total Current Assets | 139,683 | 146,808 | External supplies and services | (39,064) | (26,976) | |
| Employee benefit expense | (46,526) | (44,178) | ||||
| Total Assets | 206,243 | 210,454 | Provisions reversal | 796 | 2,470 | |
| Other operating expenses | (491) | (1,307) | ||||
| Shareholders' Equity | ||||||
| Share capital | 15,701 | 15,701 | (85,285) | (69,991) | ||
| Treasury shares | (6) | (29) | ||||
| Share premium | 43,560 | 43,560 | Gross Net Profit (EBITDA) | 7,690 | 6,413 | 19.9 % |
| Reserves and retained earnings | 22,995 | 24,493 | Depreciation and amortization | (2,654) | (2,937) | |
| Net profit | 3,462 | 3,112 | ||||
| Operating Profit (EBIT) | 5,036 | 3,476 | 44.9 % | |||
| Total Shareholders' Equity | 85,712 | 86,837 | Financial results | (351) | (460) | |
| Non-controlling interests | 10,603 | 12,431 | Net Profit before taxes (EBT) | 4,685 | 3,016 | 55.3 % |
| Income tax expense | (1,266) | (697) | ||||
| Total Equity | 96,315 | 99,268 | Net Profit from continuing operations | 3,419 | 2,319 | 47.4 % |
| Liabilities | DISCONTINUED OPERATIONS | |||||
| Bank borrowings | 12,790 | 8,376 | Net Profit from discont. operations | - | 219 | -100.0 % |
| Finance lease liabilities | 1,500 | 1,613 | ||||
| Provisions | 1,871 | 3,638 | Non-controlling interests | 43 | (589) | |
| Other non-current liabilities | 70 | 70 | ||||
| Attributable Net Profit | 3,462 | 1,949 | 77.6 % |
| 30.06.15 | 31.12.14 | 30.06.15 | 30.06.14 | ||
|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | ||||
| Assets | CONTINUING OPERATIONS | ||||
| Tangible assets | 5,571 | 5,570 | Sale of goods | 23,444 | 34,598 |
| Intangible assets | 29,613 | 30,663 | Cost of goods sold | (20,884) | (30,568) |
| Financial investments | 3,400 | 2,415 | |||
| Held-to-maturity investments | 4,409 | - | Gross margin | 2,560 | 4,030 |
| Deferred income tax assets | 16,157 | 17,228 | |||
| Other non-current assets | 7,410 | 7,770 | Other income | ||
| Services rendered | 89,471 | 71,311 | |||
| Total Non-Current Assets | 66,560 | 63,646 | Supplementary income and subsidies | 277 | 119 |
| Other operating income | 667 | 944 | |||
| Inventories | 4,910 | 4,943 | |||
| Trade debtors and accrued income | 98,579 | 103,821 | 90,415 | 72,374 | |
| Other debtors and prepaid expenses | 16,444 | 17,242 | |||
| Derivative financial instruments | 162 | 88 | 92,975 | 76,404 | |
| Cash and cash equivalents | 19,588 | 20,714 | |||
| Other expenses | |||||
| Total Current Assets | 139,683 | 146,808 | External supplies and services | (39,064) | (26,976) |
| Employee benefit expense | (46,526) | (44,178) | |||
| Total Assets | 206,243 | 210,454 | Provisions reversal | 796 | 2,470 |
| Other operating expenses | (491) | (1,307) | |||
| Shareholders' Equity | |||||
| Share capital | 15,701 | 15,701 | (85,285) | (69,991) | |
| Treasury shares | (6) | (29) | |||
| Share premium | 43,560 | 43,560 | Gross Net Profit (EBITDA) | 7,690 | 6,413 |
| Reserves and retained earnings | 22,995 | 24,493 | Depreciation and amortization | (2,654) | (2,937) |
| Net profit | 3,462 | 3,112 | |||
| Operating Profit (EBIT) | 5,036 | 3,476 | |||
| Total Shareholders' Equity | 85,712 | 86,837 | Financial results | (351) | (460) |
| Non-controlling interests | 10,603 | 12,431 | Net Profit before taxes (EBT) | 4,685 | 3,016 |
| Income tax expense | (1,266) | (697) | |||
| Total Equity | 96,315 | 99,268 | Net Profit from continuing operations | 3,419 | 2,319 |
| Liabilities | DISCONTINUED OPERATIONS | ||||
| Bank borrowings | 12,790 | 8,376 | Net Profit from discont. operations | - | 219 |
| Finance lease liabilities | 1,500 | 1,613 | |||
| Provisions | 1,871 | 3,638 | Non-controlling interests | 43 | (589) |
| Other non-current liabilities | 70 | 70 | |||
| Attributable Net Profit | 3,462 | 1,949 | |||
| Total Non-Current Liabilities | 16,231 | 13,697 | |||
| Bank borrowings | 4,883 | 5,561 | |||
| Trade payables | 14,170 | 21,849 | |||
| Other creditors and accruals | 43,696 | 39,092 | |||
| Derivative financial instruments | 915 | 1,323 | |||
| Deferred income | 30,033 | 29,664 | |||
| Other information: | |
|---|---|
| Total Current Liabilities | 93,697 | 97,489 | |||
|---|---|---|---|---|---|
| Other information: | |||||
| Total Liabilities | 109,928 | 111,186 | Turnover | 112,915 | 105,909 |
| Gross margin from sales % | 10.9 % | 11.6 % | |||
| Total Equity and Liabilities | 206,243 | 210,454 | EBITDA margin | 6.8 % | 6.1 % |
| EBT % on Turnover | 4.1 % | 2.8 % | |||
| Net Cash | 6,354 | 6,903 | Net profit % on Turnover | 3.1 % | 1.8 % |
| Total Liabilities | 109,928 | 111,186 | Turnover | 112,915 | 105,909 | 6.6 % |
|---|---|---|---|---|---|---|
| Gross margin from sales % | 10.9 % | 11.6 % | ||||
| Total Equity and Liabilities | 206,243 | 210,454 | EBITDA margin | 6.8 % | 6.1 % | |
| EBT % on Turnover | 4.1 % | 2.8 % | ||||
| Net Cash | 6,354 | 6,903 | Net profit % on Turnover | 3.1 % | 1.8 % |
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 | NOVABASE | ||
|---|---|---|---|---|
| Solutions | IMS | Capital | ||
| Sale of goods | 36 | 23,408 | - | 23,444 |
| Cost of goods sold | (15) | (20,869) | - | (20,884) |
| Gross margin | 21 | 2,539 | - | 2,560 |
| Other income | - | - | - | - |
| Services rendered | 59,501 | 27,862 | 2,108 | 89,471 |
| Supplementary income and subsidies | 232 | 33 | 12 | 277 |
| Other operating income | 582 | 85 | - | 667 |
| 60,315 | 27,980 | 2,120 | 90,415 | |
| - 60,336 |
- 30,519 |
- 2,120 |
- 92,975 |
|
| Other expenses | - | - | - | - |
| External supplies and services | (19,369) | (18,625) | (1,070) | (39,064) |
| Employee benefit expense | (36,149) | (9,291) | (1,086) | (46,526) |
| Provisions reversal | 480 | 312 | 4 | 796 |
| Other operating expenses | (321) | (154) | (16) | (491) |
| - (55,359) |
- (27,758) |
- (2,168) |
- (85,285) |
|
| Gross Net Profit (EBITDA) | - 4,977 |
- 2,761 |
- (48) |
- 7,690 |
| Depreciation and amortization | - (1,780) |
- (731) |
- (143) |
- (2,654) |
| Operating Profit (EBIT) | 3,197 | 2,030 | (191) | 5,036 |
| Financial results | - 62 |
- (605) |
- 192 |
- (351) |
| Net Profit / (Loss) before Taxes (EBT) | 3,259 | 1,425 | 1 | 4,685 |
| Income tax expense | - (891) |
- (346) |
- (29) |
- (1,266) |
| Non-controlling interests | (172) | 315 | (100) | 43 |
| Attributable Net Profit / (Loss) | 2,196 | 1,394 | (128) | 3,462 |
Other information :
| Turnover | 59,537 | 51,270 | 2,108 | 112,915 |
|---|---|---|---|---|
| EBITDA | 4,977 | 2,761 | (48) | 7,690 |
| EBITDA % on Turnover | 8.4% | 5.4% | -2.3% | 6.8% |
| EBT % on Turnover | 5.5% | 2.8% | 0.0% | 4.1% |
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 | # Partial Shares |
# 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 2 | 1,314,122 | 4.18% | |
| João Nuno da Silva Bento 1 | 489,780 | 1.56% | |
| 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 | 12,759,610 | 40.63% | |
| of article 20, paragraph 1 of the Securities Code) | |||
| 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 Santander Acções Portugal | 1,535,399 | 4.89% | |
| Fundo Santander PPA Santander Asset Management - Soc. Gestora de |
71,135 | 0.23% | |
| 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 | 601,102 | 1.91% | |
| Caixagest PPA | 45,186 | 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 Ltd | 1,610,145 | 5.13% | |
| Total | 22,421,965 | 71.40% |
1 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are the only shareholders of HNB - 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 a date before 30 June 2015.
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 | # Shares |
% Share capital with voting rights |
|
|---|---|---|---|
| HNB - SGPS, SA | 8,321,019 | 26.50% | |
| 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% | |
| Total | 10,700,761 | 34.08% |
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 2015.
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.
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
(Summary of the management transactions reported in the 1st half of 2015, under the terms of paragraphs 6 and 7 of Article 14º of the Portuguese Securities Market Commission – CMVM – Regulation n.º 5/2010)
| Director 1 | Transaction Date | Location | # | € Shares Share price |
|
|---|---|---|---|---|---|
| João Nuno Bento | Disposal | 27-02-2015 | Euronext Lisbon | 476 | 2.460 |
| João Nuno Bento | Disposal | 27-02-2015 | Euronext Lisbon | 918 | 2.452 |
| João Nuno Bento | Disposal | 27-02-2015 | Euronext Lisbon | 200 | 2.451 |
| João Nuno Bento | Disposal | 27-02-2015 | Euronext Lisbon | 6,500 | 2.450 |
| João Nuno Bento | Disposal | 02-03-2015 | Euronext Lisbon | 127,406 | 2.450 |
| ES Tech Ventures, SGPS, SA (a) Disposal | 16-03-2015 | Euronext Lisbon | 2,550 | 2.510 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 17-03-2015 | Euronext Lisbon | 104,450 | 2.400 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 18-03-2015 | Euronext Lisbon | 693 | 2.390 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 19-03-2015 | Euronext Lisbon | 500 | 2.370 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 20-03-2015 | Euronext Lisbon | 1,388 | 2.360 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 23-03-2015 | Euronext Lisbon | 4,500 | 2.350 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 24-03-2015 | Euronext Lisbon | 10,000 | 2.380 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 25-03-2015 | Euronext Lisbon | 2,000 | 2.350 | |
| Carmo Palma | Acquisition | 08-04-2015 | Over-the-Counter | 11,999 | 2.350 |
| Paulo Trigo | Acquisition | 08-04-2015 | Over-the-Counter | 4,924 | 2.350 |
| ES Tech Ventures, SGPS, SA (a) Disposal | 08-04-2015 | Euronext Lisbon | 4,133 | 2.360 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 09-04-2015 | Euronext Lisbon | 1,784 | 2.400 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 13-04-2015 | Euronext Lisbon | 285,185 | 2.350 | |
| ES Tech Ventures, SGPS, SA (a) Disposal | 14-04-2015 | Euronext Lisbon | 4,815 | 2.350 | |
| João Nuno Bento | Acquisition | 15-04-2015 | Euronext Lisbon | 200 | 2.347 |
| ES Tech Ventures, SGPS, SA (a) Disposal | 15-04-2015 | Euronext Lisbon | 6,200 | 2.350 | |
| R.S.C. Invest, SGPS, S.A. (b) | Acquisition | 16-04-2015 | Euronext Lisbon | 226,852 | 2.350 |
| R.S.C. Invest, SGPS, S.A. (b) | Acquisition | 16-04-2015 | Euronext Lisbon | 1,984 | 2.429 |
| R.S.C. Invest, SGPS, S.A. (b) | Acquisition | 16-04-2015 | Euronext Lisbon | 5,000 | 2.430 |
| R.S.C. Invest, SGPS, S.A. (b) | Acquisition | 16-04-2015 | Euronext Lisbon | 1,164 | 2.440 |
| ES Tech Ventures, SGPS, SA (a) Disposal | 16-04-2015 | Euronext Lisbon | 1,071,802 | 2.350 | |
| Luís Paulo Salvado (c) | Acquisition | 27-05-2015 | Over-the-Counter | 50,281 | 2.401 |
| Francisco Antunes (c) | Acquisition | 27-05-2015 | Over-the-Counter | 60,335 | 2.401 |
| José Afonso de Sousa (c) | Acquisition | 27-05-2015 | Over-the-Counter | 10,056 | 2.401 |
| Pedro Marques de Carvalho (c) | Acquisition | 27-05-2015 | Over-the-Counter | 10,056 | 2.401 |
| Francisco Antunes | Disposal | 02-06-2015 | Euronext Lisbon | 30,000 | 2.600 |
1 Transactions on Novabase' shares by the persons referred to in Article 447 of the Commercial Companies Code ("CSC") on the date of the mentioned transaction.
(a) This communication results from the fact that Joaquim Sérvulo Rodrigues is simultaneously director at Espírito Santo Tech Ventures, SGPS, S.A. and Novabase.
(b) The company R.S.C. Invest, SGPS, S.A. ("RSC"), which is controlled by the director of Novabase Rogério Carapuça (and, therefore, this company is an entity closely related to a manager of Novabase, under article 248-B, no. 3 and 4, of the Portuguese Securities Code).
(c) The acquisitions mentioned resulted of the exercise of stock allotment options pursuant to the terms and conditions set out in the respective options plan, which was previously disclosed to the market.
At 30 June 2015, only Luís Paulo Salvado, José Afonso de Sousa, Pedro Marques de Carvalho and Francisco Antunes qualify as directors of Novabase, pursuant to the terms and for the purposes of article 248-B of the Portuguese Securities Code. As a result of such transactions, those directors now hold the following shareholdings in the Company's share capital:
| # | % | |
|---|---|---|
| Director | Shares (held directly and indirectly) |
Share capital and voting rights |
| Luís Paulo Salvado | 50,282 | 0.16% |
| José Afonso de Sousa | 10,057 | 0.03% |
| Pedro Marques de Carvalho | 2,289,068 | 7.29% |
| 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)
| # | € | |||
|---|---|---|---|---|
| Transaction | Date | Location | Shares | Share price |
| Disposal | 08-04-2015 | Over-the-Counter | 11,999 | 2.350 |
| Disposal | 08-04-2015 | Over-the-Counter | 3,984 | 2.350 |
| Disposal | 08-04-2015 | Over-the-Counter | 2,463 | 2.350 |
| Disposal | 08-04-2015 | Over-the-Counter | 23,598 | 2.350 |
| Disposal | 08-04-2015 | Over-the-Counter | 4,924 | 2.350 |
| Acquisition | 16-04-2015 | Euronext Lisbon | 300,000 | 2.352 |
| Acquisition | 17-04-2015 | Euronext Lisbon | 30,000 | 2.392 |
| Disposal | 27-05-2015 | Over-the-Counter | 35,197 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 50,281 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 50,281 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 50,281 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 32,682 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 28,912 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 60,335 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 10,056 | 2.401 |
| Disposal | 27-05-2015 | Over-the-Counter | 10,056 | 2.401 |
At 31 December 2014, Novabase S.G.P.S. held 57,006 own shares, representing 0.18% of its share capital.
During the first half of 2015, the company acquired on the market 330,000 own shares at the average price of 2.356 euros and disposed 375,049 own shares at the average price of 2.395 euros, of which 46,968 own shares at the average price of 2.350 euros and 328,081 own shares at the average price of 2.401 euros.
Own shares acquisitions were performed because they were considered as best interest to society.
The 46,968 own shares disposed were used for the settlement of bonuses to employees.
The 328,081 own shares disposals resulted of the exercise of stock allotment options pursuant to the terms and conditions set out in the respective plan, which was previously disclosed to the market.
At 30 June 2015, Novabase S.G.P.S. held 11,957 own shares, representing 0.04% 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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| 2015 | 5 | |
|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2015 | 6 | |
| ● | Condensed Consolidated Interim Statement of Profit and Loss and Other Comprehensive Income for the period of 6 months | |
| ended 30 June 2015 | 7 | |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2015 | 8 | |
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2015 | 9 | |
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2015 | 10 |
| Note 1. General information | 10 | |
| Note 2. Significant accounting policies | 10 | |
| Note 3. Critical accounting estimates and judgements | 10 | |
| Note 4. Seasonality | 10 | |
| Note 5. Segment information | 11 | |
| Note 6. Property, plant and equipment and intangible assets | 11 | |
| Note 7. Deferred income tax assets and liabilities | 12 | |
| Note 8. Trade and other receivables | 12 | |
| Note 9. Cash and cash equivalents | 13 | |
| Note 10. Reserves and retained earnings | 13 | |
| Note 11. Non-controlling interests | 13 | |
| Note 12. Borrowings | 13 | |
| Note 13. Provisions | 14 | |
| Note 14. Trade and other payables | 15 | |
| Note 15. Other gains/(losses) - net | 15 | |
| Note 16. Finance income | 15 | |
| Note 17. Finance costs | 15 | |
| Note 18. Income tax expense | 16 | |
| Note 19. Earnings per share | 16 | |
| Note 20. Related-party transactions | 16 | |
| Note 21. Contingencies | 17 | |
| Note 22. Events after the reporting period | 17 | |
| Note 23. Note added for translation | 17 | |
| 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. and of | |
| other group companies | 21 |
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2015
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.15 | 31.12.14 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 5,571 | 5,570 |
| Intangible assets | 6 | 29,613 | 30,663 |
| Investments in associates | 629 | 871 | |
| Financial assets at fair value through profit or loss | 2,771 | 1,544 | |
| Held-to-maturity investments | 4,409 | - | |
| Deferred income tax assets | 7 | 16,157 | 17,228 |
| Other non-current assets | 20 | 7,410 | 7,770 |
| Total Non-Current Assets | 66,560 | 63,646 | |
| Current Assets | |||
| Inventories | 4,910 | 4,943 | |
| Trade and other receivables | 8 | 71,477 | 91,645 |
| Accrued income | 34,452 | 22,047 | |
| Income tax receivable | 2,257 | 2,223 | |
| Derivative financial instruments | 162 | 88 | |
| Other current assets | 6,837 | 5,148 | |
| Cash and cash equivalents | 9 | 19,588 | 20,714 |
| Total Current Assets | 139,683 | 146,808 | |
| Total Assets | 206,243 | 210,454 | |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (6) | (29) | |
| Share premium | 43,560 | 43,560 | |
| Reserves and retained earnings | 10 | 22,995 | 24,493 |
| Profit for the period | 3,462 | 3,112 | |
| Total Equity attributable to owners of the parent | 85,712 | 86,837 | |
| Non-controlling interests | 11 | 10,603 | 12,431 |
| Total Equity | 96,315 | 99,268 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 12 | 14,290 | 9,989 |
| Provisions | 13 | 1,871 | 3,638 |
| Other non-current liabilities | 70 | 70 | |
| Total Non-Current Liabilities | 16,231 | 13,697 | |
| Current Liabilities | |||
| Borrowings | 12 | 5,887 | 6,418 |
| Trade and other payables | 14 | 56,727 | 59,117 |
| Income tax payable | 135 | 967 | |
| Derivative financial instruments | 915 | 1,323 | |
| Deferred income and other current liabilities | 30,033 | 29,664 | |
| Total Current Liabilities | 93,697 | 97,489 | |
| Total Liabilities | 109,928 | 111,186 | |
| Total Equity and Liabilities | 206,243 | 210,454 | |
THE 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 2015
| (Amounts expressed in thousands of Euros) | |||||||
|---|---|---|---|---|---|---|---|
| Note | 6 M * 30.06.15 |
30.06.14 | 3 M * 30.06.15 |
30.06.14 | |||
| Continuing Operations | |||||||
| Sales | 5 | 23,444 | 34,598 | 11,227 | 17,168 | ||
| Services rendered | 5 | 89,471 | 71,311 | 47,565 | 37,191 | ||
| Cost of sales | (20,884) | (30,568) | (9,473) | (15,123) | |||
| External supplies and services | (39,064) | (26,976) | (22,807) | (14,896) | |||
| Employee benefit expense | (46,526) | (44,178) | (23,283) | (22,208) | |||
| Other gains/(losses) - net | 15 | 1,249 | 2,226 | 433 | 653 | ||
| Depreciation and amortisation | (2,654) | (2,937) | (1,305) | (1,657) | |||
| Operating Profit | 5,036 | 3,476 | 2,357 | 1,128 | |||
| Finance income | 16 | 4,330 | 513 | 2,766 | 181 | ||
| Finance costs | 17 | (4,489) | (926) | (2,340) | (454) | ||
| Share of loss of associates | (192) | (47) | (173) | (30) | |||
| Profit Before Income Tax | 4,685 | 3,016 | 2,610 | 825 | |||
| Income tax expense | 18 | (1,266) | (697) | (812) | (352) | ||
| Profit from continuing operations | 3,419 | 2,319 | 1,798 | 473 | |||
| Discontinued operations | |||||||
| Profit from discontinued operations | 5 | - | 219 | - | 219 | ||
| Profit for the period | 3,419 | 2,538 | 1,798 | 692 | |||
| Other comprehensive income for the period | - | - | - | - | |||
| Total comprehensive income for the period | 3,419 | 2,538 | 1,798 | 692 | |||
| Profit attributable to: | |||||||
| Owners of the parent | 3,462 | 1,949 | 1,535 | 387 | |||
| Non-controlling interests | 11 | (43) | 589 | 263 | 305 | ||
| 3,419 | 2,538 | 1,798 | 692 | ||||
| Total comprehensive income attributable to: | |||||||
| Owners of the parent | 3,462 | 1,949 | 1,535 | 387 | |||
| Non-controlling interests | 11 | (43) | 589 | 263 | 305 | ||
| 3,419 | 2,538 | 1,798 | 692 | ||||
| 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 | 0.11 Euros | 0.06 Euros | 0.05 Euros | 0.01 Euros | ||
| From discontinued operations | 19 | Zero Euros | 0.01 Euros | Zero Euros | 0.01 Euros | ||
| From profit for the year | 19 | 0.11 Euros | 0.06 Euros | 0.05 Euros | 0.01 Euros | ||
| Diluted earnings per share | |||||||
| From continuing operations | 19 | 0.11 Euros | 0.06 Euros | 0.05 Euros | 0.01 Euros | ||
| From discontinued operations | 19 | Zero Euros | 0.01 Euros | Zero Euros | 0.01 Euros | ||
| From profit for the year | 19 | 0.11 Euros | 0.06 Euros | 0.05 Euros | 0.01 Euros | ||
| 6 M * - period of 6 months ended 3 M * - period of 3 months ended |
|||||||
| THE 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, 2014 | 15,701 | (295) | 43,560 | 3,140 | 326 | 27,800 | 11,522 | 101,754 | |
| Total comprehensive income for the period | - | - | - | - | - | 1,949 | 589 | 2,538 | |
| Transactions with owners | |||||||||
| Dividends | 10, 11 | - | - | - | - | - | (6,269) | (1,394) | (7,663) |
| Treasury shares movements | - | (20) | - | - | - | (132) | - | (152) | |
| Share-based payments - stock options exercise | - | 286 | - | - | (278) | (8) | - | - | |
| Share-based payments | 20 | - | - | - | - | 53 | - | - | 53 |
| Foreign currency translation reserve | - | - | - | - | - | (5) | 32 | 27 | |
| Transactions with owners | - | 266 | - | - | (225) | (6,414) | (1,362) | (7,735) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 30 June, 2014 | 15,701 | (29) | 43,560 | 3,140 | 101 | 23,335 | 10,749 | 96,557 | |
| Balance at 1 January, 2015 | 15,701 | (29) | 43,560 | 3,140 | 154 | 24,311 | 12,431 | 99,268 | |
| Total comprehensive income for the period | - | - | - | - | - | 3,462 | (43) | 3,419 | |
| 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 | 20 | - | - | - | - | 16 | - | - | 16 |
| Foreign currency translation reserve | - | - | - | - | - | (3,001) | (1,373) | (4,374) | |
| Transactions with owners | - | 23 | - | - | (154) | (4,456) | (1,785) | (6,372) | |
| 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 | - | 23,317 | 10,603 | 96,315 |
THE ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | |||||
|---|---|---|---|---|---|
| 6 M * | 3 M * | ||||
| Note | 30.06.15 | 30.06.14 | 30.06.15 | 30.06.14 | |
| Cash flows from operating activities | |||||
| Net Cash generated / (used) in operating activities | 6,205 | (9,407) | (3,651) | (7,829) | |
| Cash flows from investing activities | |||||
| Receipts: | |||||
| Proceeds on disposal of subsidiaries and associates | 1,265 | 2,079 | 1,265 | - | |
| Loan repayments received from associates | 36 | 3,343 | 36 | - | |
| Disposal of financial assets held for trading / held-to-maturity Proceeds on disposal of property, plant and equipment |
- 6 |
10,034 4 |
- - |
5,019 4 |
|
| Interest received | 201 | 571 | 103 | 142 | |
| 1,508 | 16,031 | 1,404 | 5,165 | ||
| Payments: | |||||
| Acquisition of subsidiaries and associates | (72) | (210) | (72) | (210) | |
| Loans granted to associates | (1,000) | (1,410) | (1,000) | (1,410) | |
| Settlement of derivatives | (1,906) | - | (917) | - | |
| Purchases of financial assets held for trading / held-to-maturity Purchases of property, plant and equipment |
(4,468) (795) |
(5,019) (571) |
(238) (476) |
- (262) |
|
| Purchases of intangible assets | (444) | (460) | (248) | (175) | |
| (8,685) | (7,670) | (2,951) | (2,057) | ||
| Net Cash generated / (used) in investing activities | (7,177) | 8,361 | (1,547) | 3,108 | |
| Cash flows from financing activities | |||||
| Receipts: | |||||
| Proceeds from borrowings | 9,000 | 100 | 9,000 | - | |
| Capital contribution by non-controlling interests (i) | - | 35 | - | 35 | |
| 9,000 | 135 | 9,000 | 35 | ||
| Payments: Repayments of borrowings |
(6,420) | (3,067) | (4,394) | (1,584) | |
| Dividends paid | 10, 11 | (1,341) | (6,269) | (1,341) | (6,269) |
| Payment of finance lease liabilities | (558) | (662) | (291) | (325) | |
| Interest paid | (565) | (727) | (308) | (341) | |
| Purchase of treasury shares | (778) | (392) | (778) | (392) | |
| (9,662) | (11,117) | (7,112) | (8,911) | ||
| Net Cash (used) / generated in financing activities | (662) | (10,982) | 1,888 | (8,876) | |
| Cash, cash equivalents and bank overdrafts at beg. of period | 9 | 20,714 | 32,942 | 22,590 | 34,501 |
| Net decrease in cash, cash equivalents and bank overdratfs | (1,634) | (12,028) | (3,310) | (13,597) | |
| Effect from exchange rate fluctuations on cash held | (648) | (3) | (848) | 7 | |
| Cash, cash equivalents and bank overdrafts at end of period | 9 | 18,432 | 20,911 | 18,432 | 20,911 |
| 6 M * - period of 6 months ended |
3 M * - period of 3 months ended
(i) 2014: NBMSIT, Sist. De Inf. E Tecnol., S.A. (Mozambique).
THE ACOUNTANT THE BOARD OF DIRECTORS
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 23, 2015. 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 2015 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 2014, 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 2014, as described in those financial statements. A number of standards and interpretations became effective in this period and are not 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 2015.
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 2014.
The activity of Business Solutions and IMS is usually lower in 3rd quarter due to holiday period.
| Business | Venture | Discontinued | |||
|---|---|---|---|---|---|
| Solutions | IMS | Capital | NOVABASE | Operations | |
| At 30 June 2014 | |||||
| Total segment Sales and services rendered | 80,760 | 63,244 | 2,563 | 146,567 | - |
| Inter-segment Sales and services rendered | 30,217 | 10,063 | 378 | 40,658 | - |
| Sales and services rendered | 50,543 | 53,181 | 2,185 | 105,909 | - |
| Depreciation and amortisation | (2,123) | (671) | (143) | (2,937) | - |
| Operating profit/(loss) | 2,791 | 1,077 | (392) | 3,476 | 219 |
| Finance costs – net | (514) | 34 | 67 | (413) | - |
| Share of loss of associates | - | - | (47) | (47) | - |
| Income tax expense | 138 | (944) | 109 | (697) | - |
| Profit/(Loss) from operations | 2,415 | 167 | (263) | 2,319 | 219 |
| Other information: | |||||
| (Provisions) / Provisions reversal | 1,022 | 893 | 555 | 2,470 | - |
| Business | Venture |
| Solutions | IMS | Capital | NOVABASE |
|---|---|---|---|
| 149,305 | |||
| 36,390 | |||
| 59,537 | 51,270 | 2,108 | 112,915 |
| (1,780) | (731) | (143) | (2,654) |
| 3,197 | 2,030 | (191) | 5,036 |
| 62 | (605) | 384 | (159) |
| - | - | (192) | (192) |
| (891) | (346) | (29) | (1,266) |
| 2,368 | 1,079 | (28) | 3,419 |
| 480 | 312 | 4 | 796 |
| 87,675 28,138 |
59,223 7,953 |
2,407 299 |
During the periods ended at 30 June 2015 and 30 June 2014, 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 2014 | 6,120 | 32,095 |
| Acquisitions / increases | 1,037 | 460 |
| Write-offs / disposals | (67) | - |
| Exchange differences | (1) | - |
| Depreciation and amortisation | (1,177) | (1,760) |
| Net book value at 30 June 2014 | 5,912 | 30,795 |
| 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 |
The movement in the deferred income tax assets was as follows:
| 30.06.15 | 31.12.14 | |
|---|---|---|
| Balance at 1 January | 17,228 | 14,901 |
| Exchange differences | (296) | (1) |
| Profit or loss charge | (775) | 2,328 |
| Balance at the end of the period | 16,157 | 17,228 |
| The movement in the deferred income tax liabilities was as follows: | ||
| 30.06.15 | 31.12.14 | |
| Balance at 1 January | - | 100 |
| Profit or loss charge | - | (100) |
| Balance at the end of the period | - | - |
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 2014 | 703 | 11,454 | 2,744 | 14,901 |
| Profit or loss charge Exchange differences |
1,669 (1) |
1,116 - |
(457) - |
2,328 (1) |
| Balance at 31 December 2014 | 2,371 | 12,570 | 2,287 | 17,228 |
| Profit or loss charge Exchange differences |
(129) (296) |
(194) - |
(452) - |
(775) (296) |
| Balance at 30 June 2015 | 1,946 | 12,376 | 1,835 | 16,157 |
| 30.06.15 | 31.12.14 | |
|---|---|---|
| Trade receivables | 69,541 | 86,262 |
| Allowance for impairment of trade receivables | (5,414) | (4,488) |
| 64,127 | 81,774 | |
| Prepayments to suppliers | 708 | 684 |
| Employees | 296 | 640 |
| Value added tax | 3,397 | 4,725 |
| Receivables from related parties (note 20) | 118 | 799 |
| Financial investments disposal | 67 | 67 |
| Receivables from financed projects | 1,922 | 2,889 |
| Other receivables | 4,165 | 4,126 |
| Allowance for impairment of other receivables | (3,323) | (4,059) |
| 7,350 | 9,871 | |
| 71,477 | 91,645 |
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.15 | 31.12.14 | 30.06.15 | 31.12.14 | 30.06.15 | 31.12.14 | |
| Balance at 1 January | 4,488 | 4,434 | 4,059 | 3,383 | 8,547 | 7,817 |
| Impairment | 1,724 | 577 | - | 681 | 1,724 | 1,258 |
| Impairment reversal | (781) | (144) | (716) | (52) | (1,497) | (196) |
| Exchange differences | (17) | (23) | (20) | 47 | (37) | 24 |
| Write-offs | - | (356) | - | - | - | (356) |
| Balance at the end of the period | 5,414 | 4,488 | 3,323 | 4,059 | 8,737 | 8,547 |
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 30.06.15 | 31.12.14 | |
|---|---|---|
| - Cash - Short term bank deposits |
29 19,559 |
15 20,699 |
| Cash and cash equivalents Caixa e equivalentes a caixa |
19,588 | 20,714 |
| - Overdrafts | (1,156) | - |
| 18,432 | 20,714 |
In the Annual General Meeting of Shareholders held on April 2015, it was approved the payment to shareholders of an amount of EUR 942 thousand, corresponding to 0.03 Euros per share. The payment occurred in May, 2015.
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Payment to shareholders Remuneration of the treasury shares held by the Company |
936 6 |
6,269 11 |
| 942 | 6,280 | |
| 11. Non-controlling interests | ||
| 30.06.15 | 31.12.14 |
| Balance at 1 January | 12,431 | 11,522 | |
|---|---|---|---|
| (*) | Change in consolidation universe | - | 16 |
| (**) | Distribution of dividends to non-controlling interests | (412) | (1,394) |
| Foreign currency translation differences for foreign operations | (1,373) | 590 | |
| Profit/(loss) attributable to non-controlling interests | (43) | 1,697 | |
| Balance at the end of the period | 10,603 | 12,431 |
(*) In 2014, Celfocus Turquia was established.
(**) In 2015, NBASIT (Angola) distributed dividends to its shareholders, from which 7 thousand are still to be settled - see note 14. In 2014, Celfocus distributed dividends to its shareholders.
| 30.06.15 | 31.12.14 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 12,790 | 8,376 |
| Finance lease liabilities | 1,500 | 1,613 |
| 14,290 | 9,989 | |
| Current | ||
| Bank borrowings | 4,883 | 5,561 |
| Finance lease liabilities | 1,004 | 857 |
| 5,887 | 6,418 | |
| Total borrowings | 20,177 | 16,407 |
The periods in which the current bank borrowings will be paid are as follows:
| 30.06.15 | 31.12.14 | |
|---|---|---|
| 6 months or less | 3,017 | 3,203 |
| 6 to 12 months | 1,866 | 2,358 |
| 4,883 | 5,561 |
The maturity of non-current bank borrowings is as follows:
| 30.06.15 | 31.12.14 | |
|---|---|---|
| Between 1 and 2 years | 4,321 | 4,556 |
| Between 2 and 5 years | 7,469 | 3,820 |
| Over 5 years | 1,000 | - |
| 12,790 | 8,376 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.15 | 31.12.14 | |
| Bank borrowings | 4.513% | 5.007% |
| Bank overdrafts | 2.259% | N/A |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.15 | 31.12.14 | |
| No later than 1 year | 1,307 | 1,184 |
| Between 1 and 5 years | 1,889 | 2,059 |
| 3,196 | 3,243 | |
| Future finance charges on finance leases | (692) | (773) |
| Present value of finance lease liabilities | 2,504 | 2,470 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 30.06.15 | 31.12.14 | |
| No later than 1 year | 1,004 | 857 |
| Between 1 and 5 years | 1,500 | 1,613 |
| 2,504 | 2,470 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | ||||
|---|---|---|---|---|---|
| Warranties | Claims | Restructuring and Charges | Total | ||
| Balance at 1 January 2014 | 645 | 712 | - | 3,029 | 4,386 |
| Additional provisions Reversals / utilisations |
108 (587) |
- (647) |
1,403 - |
756 (1,781) |
2,267 (3,015) |
| Balance at 31 December 2014 | 166 | 65 | 1,403 | 2,004 | 3,638 |
| Additional provisions Reversals / utilisations |
112 (137) |
- (15) |
- (792) |
- (935) |
112 (1,879) |
| Balance at 30 June 2015 | 141 | 50 | 611 | 1,069 | 1,871 |
| 30.06.15 | 31.12.14 | |
|---|---|---|
| Trade payables | 13,166 | 20,992 |
| Remunerations, vacations and vacation and Christmas subsidies | 11,934 | 8,939 |
| Bonus | 5,998 | 7,843 |
| Ongoing projects | 10,784 | 4,837 |
| Value added tax | 3,725 | 5,878 |
| Social security contributions | 1,308 | 2,040 |
| Income tax withholding | 1,473 | 1,680 |
| Amount to be paid to non-controlling interests - see note 11 | 7 | - |
| Employees | 66 | 320 |
| Prepayments from trade receivables | 335 | 820 |
| Acquisition of financial interest in FCR Istart I | 72 | 72 |
| Other accrued expenses | 7,733 | 5,529 |
| Other payables | 126 | 167 |
| 56,727 | 59,117 |
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | (227) | (103) |
| Impairment and impairment reversal of inventories | 48 | 124 |
| Warranties provision | 25 | 537 |
| Legal claims provision | 15 | 457 |
| Provisions for other risks and charges | 935 | 1,455 |
| Other operating income and expense | 453 | (244) |
| 1,249 | 2,226 |
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Interest received | 196 | 193 |
| Positive exchange differences | 2,010 | 232 |
| Fair value of financial assets adjustment | 1,014 | - |
| Disposal of financial assets (*) | 1,110 | - |
| Other financial gains | - | 88 |
| 4,330 | 513 |
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (348) | (491) |
| - Finance lease liabilities | (158) | (172) |
| - Other interest | (47) | (18) |
| Bank guarantees charges | (81) | (74) |
| Bank services | (124) | (108) |
| Negative exchange differences | (1,936) | (51) |
| Fair value of financial assets adjustment | (1,795) | - |
| Other financial costs | - | (12) |
| (4,489) | (926) |
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:
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Profit before income tax | 4,685 | 3,016 |
| Income tax expense at nominal rate (23% in 2014, 21% in 2015) | 984 | 694 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (138) | (171) |
| Provisions and amortisations not considered for tax purposes | - | 32 |
| Recognition of tax on the events of previous years | (33) | (63) |
| Associates' results reported net of tax | 40 | 11 |
| Autonomous taxation | 428 | 462 |
| Losses in companies where no deferred tax is recognised | (17) | 86 |
| Expenses not deductible for tax purposes | (224) | (329) |
| Differential tax rate on companies located abroad | (377) | 88 |
| Research & Development tax benefit | 501 | (351) |
| Municipal surcharge and State surcharge | 85 | 48 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 17 | 190 |
| Income tax expense | 1,266 | 697 |
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 31,312,232 | 30,982,622 |
| Stock options adjustment | - | 294,939 |
| Adjusted weighted average number of ordinary shares in issue | 31,312,232 | 31,277,561 |
| Profit attributable to owners of the parent | 3,462 | 1,949 |
| Basic earnings per share (Euros per share) | 0.11 Euros | 0.06 Euros |
| Diluted earnings per share (Euros per share) | 0.11 Euros | 0.06 Euros |
| Profit from continuing operations attributable to owners of the parent | 3,462 | 1,730 |
| Basic earnings per share (Euros per share) | 0.11 Euros | 0.06 Euros |
| Diluted earnings per share (Euros per share) | 0.11 Euros | 0.06 Euros |
| Profit from discontinued operations attributable to owners of the parent | - | 219 |
| Basic earnings per share (Euros per share) | - | 0.01 Euros |
| Diluted earnings per share (Euros per share) | - | 0.01 Euros |
For reporting purposes, related-party considers subsidiaries, associates, shareholders with management influence and key elements in the Group management.
i) Key management compensation
| 30.06.15 | 30.06.14 | |
|---|---|---|
| Wages and other short-term employee benefits Stock options granted |
2,207 16 |
1,824 53 |
| 2,223 | 1,877 |
ii) Other balances with related parties
| Non-current | Current (note 8) | |||
|---|---|---|---|---|
| 30.06.15 | 31.12.14 | 30.06.15 | 31.12.14 | |
| Loan to Globaleda, S.A. | - | - | 103 | 784 |
| 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 | 1,410 | - | - |
| Loan to Livian Technologies, Lda | 1,492 | 1,492 | - | - |
| Loans to other shareholders | - | - | 15 | 15 |
| 8,770 | 7,770 | 118 | 799 | |
| Provisions for loans granted to related parties | (1,360) | - | - | - |
| 7,410 | 7,770 | 118 | 799 | |
Given the disclosed in the annual financial statements for the year 2014, the significant changes in the judicial processes are the following:
The company Qimonda Portugal S.A. has filed for insolvency, whereby NBO has claimed credits in the amount of approximately EUR 980 thousand corresponding to the unpaid invoices and compensation for breach of prior notice for termination of contract. General Creditors Assembly has voted the Recovery Plan for the company and process is in place to start making payments to creditors. Of the total amount claimed, Quimonda has paid a total amount of EUR 487 thousand in accordance to the amounts accepted and payment terms agreed upon in creditors assembly.
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 31.12.14 |
Transactions | Number of Shares / Quotas held by Board Members at 30.06.15 |
% held by Board Members at 30.06.15 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | € 15,700,697 | 31,401,394 | 5,354,232 | (754,220) | 4,584,207 | 14.6% |
| José Afonso Oom Ferreira de Sousa | 1 | 10,056 | 10,057 | 0.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,279,012 | 10,056 | 2,289,068 | 7.3% | ||
| Luís Paulo Cardoso Salvado | 1 | 50,281 | 50,282 | 0.2% | ||
| Francisco Paulo Figueiredo Morais Antunes | 0 | 30,335 | 30,335 | 0.1% | ||
| Álvaro José da Silva Ferreira (a) | 1 | 50,281 | 50,282 | 0.2% | ||
| Paulo Jorge de Barros Pires Trigo (a) | 74,811 | 33,836 | 108,647 | 0.3% | ||
| João Nuno da Silva Bento (a) | 699,799 | (210,019) | 489,780 | 1.6% | ||
| Rogério dos Santos Carapuça (a) | 2,087,849 | (773,727) | 1,314,122 | 4.2% | ||
| Nuno Carlos dos Santos Fórneas (a) | 170,718 | 32,682 | 203,400 | 0.6% | ||
| Maria do Carmo do Brito Palma (a) | 26,235 | 11,999 | 38,234 | 0.1% | ||
| Manuel Fernando Macedo Alves Monteiro (b) | 9,000 | 0 | N/A | - | ||
| Luís Fernando de Mira Amaral (b) | 6,305 | 0 | N/A | - | ||
| João Luís Correia Duque (b) | 500 | 0 | N/A | - | ||
| NBASIT - Sist. Inf. e Telecomunicações, S.A. | 47.500.000 AOA | 100,000 | 800 | 0 | 800 | 0.8% |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| 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 | 2 | 0 | 2 | 0.0% |
| Paulo Jorge de Barros Pires Trigo | 1 | 0 | 1 | 0.0% | ||
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| COLLAB – Sol. I. Com. e Colab., S.A. | € 61,333 | 61,333 | 3,750 | 0 | 3,750 | 6.1% |
| Pedro Cabrita Quintas | 3,750 | 0 | 3,750 | 6.1% | ||
| FeedZai, S.A. | € 150,855 | 18,444,594 | 5,355,612 | (670,056) | 4,685,556 | 25.4% |
| Nuno Jorge da Cruz Sebastião | 1,651,704 | (148,353) | 1,503,351 | 8.2% | ||
| Paulo Jorge Pimenta Marques | 1,626,954 | (148,352) | 1,478,602 | 8.0% | ||
| Pedro Gustavo Santos Rodrigues Bizarro | 1,626,954 | (148,352) | 1,478,602 | 8.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho (a) | 450,000 | (224,999) | 225,001 | 1.2% | ||
| PowerGrid, Lda | € 450,000 | 450,000 | 50,000 | 0 | 50,000 | 11.1% |
| Vitor Manuel Spinola Prisca | 50,000 | 0 | 50,000 | 11.1% | ||
| Bright Innovation, Lda | € 25,000 | 25,000 | 2,500 | 0 | 2,500 | 10.0% |
| Patrícia Delgado Tavares Nunes G. Costa | 2,500 | 0 | 2,500 | 10.0% | ||
| NBMSIT, Sist. de Inf. e Tecnol., S.A. | 8.235.000 MZN | 27,450 | 4,941 | 0 | 4,941 | 18.0% |
| Lucas Fazine Chacine | 4,941 | 0 | 4,941 | 18.0% | ||
| Power Data, Lda | € 10,000 | 10,000 | 2,000 | 0 | 2,000 | 20.0% |
| Vitor Manuel Spinola Prisca | 2,000 | 0 | 2,000 | 20.0% | ||
| Radical Innovation, Lda | € 10,000 | 10,000 | 2,000 | 0 | 2,000 | 20.0% |
| Patrícia Delgado Tavares Nunes G. Costa | 2,000 | 0 | 2,000 | 20.0% | ||
| Smartgeo Solutions Lda | € 5,000 | 5,000 | 3,472 | 0 | 3,472 | 69.4% |
| Sandra Maria Loureiro Bernardo | 1,000 | 0 | 1,000 | 20.0% | ||
| Pedro Manuel Gonçalves Reino | 1,000 | 0 | 1,000 | 20.0% | ||
| Victor José Luz Ramos | 1,000 | 0 | 1,000 | 20.0% | ||
| Carlos Simões | 472 | 0 | 472 | 9.4% | ||
| City Pulse, Lda | € 100,000 | 100,000 | 10,000 | 0 | 10,000 | 10.0% |
| Manuel Maximiano Relvas do Nascimento | 10,000 | 0 | 10,000 | 10.0% | ||
| Wizdee, S.A. | € 155,985 | 15,598,487 | 9,359,092 | 0 | 9,359,092 | 60.0% |
| Bruno Emanuel Machado Antunes | 4,679,546 | 0 | 4,679,546 | 30.0% | ||
| Paulo Jorge de Sousa Gomes | 4,679,546 | 0 | 4,679,546 | 30.0% | ||
| Livian Technologies, Lda | € 10,000 | 10,000 | 2,000 | 0 | 2,000 | 20.0% |
| Pedro Luís Gaspar | 2,000 | 0 | 2,000 | 20.0% |
(a) Ceased to belong to the Corporate Boards of this company, but remains in the Corporate Boards of other Group companies. (b) Ceased to belong to the Corporate Boards of this company.
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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 2015, 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 23, 2015
Chairman and CEO Luís Paulo Cardoso Salvado
CFO Francisco Paulo Figueiredo Morais Antunes
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board
Non-Executive member of the Board Pedro Miguel Quinteiro Marques de Carvalho
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