Interim / Quarterly Report • Aug 26, 2014
Interim / Quarterly Report
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Privileged Information July 30, 2014
Turnover: 105.9 M€ (113.7 M€ in 6M13)
EBITDA: 6.4 M€ (8.1 M€ in 6M13)
Net Profit: 1.9 M€ (3.6 M€ in 6M13)
Net Cash: 4.9 M€ (20.3 M€ in 12M13)
"The results of the first half reflect the very challenging conditions in the domestic market and are aligned with our strategic priorities. Services represent over 2/3 of the total business and the international business accounts for 36%. Excluding the Digital TV/SIP business, sold in 2013, international growth exceeded 38%, which we classify as highly positive.
However, the domestic business experienced a contraction of 12% and has maintained a high pressure on the margins with significant impact on EBITDA and Net Profit, -21% and -45%, respectively. The cash position declined by 15 M€, mainly due to investment in working capital and shareholder remuneration.
Novabase's share price has appreciated 37% in the first half, clearly above the indexes we follow as a reference, PSI 20 and Eurostoxx Technology.
For the second half we do not anticipate significant changes in the market. We foresee that the current domestic context will remain adverse - which is proving tougher than we had anticipated earlier in the year. In the international business, we are confident in achieving our commercial pipeline, reaffirming that this is our first priority. The annual guidance appears now more challenging, although at this time there is no significant elements to revise it."
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, Lote 1.03.2.3., 1998-031 Lisbon - PORTUGAL
EBITDA below the range of the annual Guidance linearized of 14-17 M€ and 6.4%-7.7% of margin: -17.3% below the middle of the range (-0.9 points %).
Earnings per share (EPS) in 6M14 reached 0.06 euros per share, registering a decrease of 45.9% towards the EPS from the previous year of 0.12 euros per share.
Evolution of profitability penalized by the degradation of margins in the domestic market and by the reinforcement of the international expansion strategy.
The Financial Results reached a net negative value of 0.5 M€, a decrease of 0.4 M€, fundamentally based on the decline in the short term bank deposits gains compared to the same period of last year.
Results from discontinued operations in 6M14 reached a 0.2 M€ profit. This figure reflects the completion of the closure process of the 'Mobility Solutions' area, discontinued during 2008, with a value lower than the one provisioned.
Non-controlling interests in 6M14 amounted to -0.6 M€, which compares to -0.4 M€ in 6M13. This variation is mainly due to the positive evolution of the results of subsidiaries focused on international expansion.
investment in working capital.
Cash use of 15.4 M€ in the first half of 2014, includes the payment of
In the 6M14, Novabase shows a negative evolution in cash generation. Novabase ended the 6M14 with 4.9 M€ in net cash, which compares to 20.3 M€ in the 12M13.
On June 5, 2014, Novabase paid its shareholders a total amount of 6.3 M€ (0.20€/share).
The first half of 2014 was marked by a signifivant increase of the international business considering the same perimeter, however, we also observed a relevant contraction of business in Portugal.
Overall, compared to the same period of last year, the Turnover decreased by 6.9%, due to the sale of the Digital TV/SIP area. Removing this effect, the international business grew 38.3%, and now accounts for 36.3% of the total business, in line with the annual goal of 35%. In the six months of 2014, the weight of services increased to 67.3%. EBITDA registered a decrease of 20.6%, due to the strong pressure on prices in the domestic market and the costs associated to the reinforcement of the international expansion strategy.
The results of the six months of 2014, are below the Turnover Guidance (-3.7%), and below the range of the EBITDA Guidance (-17.3% in value and -0.9 percentage points, comparing to the middle of the range).
Following the transaction of sale of non-strategic assets of Digital TV/SIP, in the end of 2013, the table below shows the Turnover and EBITDA generated by this business in 6M12 and 6M13 , which are included in the Venture Capital area:
| Digital TV/SIP business | 6M12 | 6M13 |
|---|---|---|
| Turnover (M€) | 7.028 | 8.999 |
| EBITDA (M€) | -0.962 | -0.523 |
Highlights include the opening of the new logistics centre of Novabase Angola, in Talatona, in the first quarter of 2014, to support local operations more efficiently and on a larger scale.
In the second quarter of 2014, the subsidiary of Novabase, Celfocus, opened a new Delivery and R&D (research and development) centre in the UPTEC science and technology park's at Oporto University. This unit reflects the continued strategic investment of Novabase in R&D for the specialization of its offerings.
In the Venture Capital area, the Venture Capital Fund Novabase Capital Inovação e Internacionalização invested in the companies Wizdee, a company specializing in the development of Business Intelligence self-service solutions through natural language, and City Pulse, a company with differentiated expertise in the areas of mobility and smart-cities.
| PME INVESTIMENTOS | Finove prime Por FUNDO DE APOIO AO FINANCIAMENTO A PAYANCAO |
Programa de Incentivos à Modemização da Economia |
$-1$ SBOA | COMPETE | -0 HARLO EUROPEIA |
|
|---|---|---|---|---|---|---|
| -------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------- | ----------- | ---------------- | -- | ----------------------------- |
This new infrastructure will keep pace with Novabase Angola's recent growth, and is in line with the company's international expansion strategy.
These investments reflect the strengthening of Novabase's strategic commitment to innovative technology-based SMEs, with complementary offerings.
Results 6M14 Page 4 of 9 .
Also worthy of note, is the distinction of Novabase IMS which was given the "Growth" award in the Enterprise Group category, during the annual gala HP Partners Awards 2014. This award highlights Novabase IMS for being the partner who grew the most in the business areas of Systems, Storage, Networking and Services. Additionally, is the distinction of Collab by the Portuguese Association of Contact Centers (APCC), in the Gold category, for four out of five awards: ACD Technologies, Call Recorder Technologies, CTI + IVR + Dialler Technologies and the Global Customer Satisfaction Technologies Award.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M14, is as follows:
Rise in services, in line with Novabase strategic orientation to increase the added value of its offers.
Of the overall Turnover generated in 6M14, the services rendered represent 67.3%, which compares to 60.2% in 6M13.
Of the 105.9 M€ Turnover, 36.3% is generated outside Portugal, that is 38.4 M€, which compares to the 36.7 M€ registered in 6M13.
However, it is to be noted that in 6M13 the Digital TV/SIP business was still being consolidated, which contributed with 9.1 M€, that is 24.7% of total Turnover generated outside of Portugal.
Business outside Portugal generated in the Business Solutions area increased to 38.1% of the respective invoicing (32.3% in 6M13). In the IMS business area, the international business in 6M14 increased to 33.8% (19.0% in 6M13) and in the Venture Capital area decreased to 55.4% (96.4% in 6M13 but 74.7% in 6M13 without Digital TV/SIP business).
International Turnover increased by 38.3%, removing the effect of the sale of the Digital TV/SIP business.
Novabase had on average, in the 6M14, 2293 employees, which represents an increase of 6.1% compared to the 6M13 (2161).
Employee breakdown by business area, in 6M14, is as follows:
IMS evolution is due to the significant international growth (+80.9%), which partially offset the difficulties experienced in the domestic market. However, this area should be analysed for longer time periods.
Results 6M14 Page 7 of 9 .
VC performance typical of the development stage of the investments of the Funds. The YoY evolution primarily reflects the exit of the Digital TV/SIP business.
Novabase share price in 6M14 gained 37.2%, comparing to a 3.7% gain in the PSI20 Index and a 3.2% loss in the EuroStoxx Technology Index.
In this period, a dividend of 0.20€/share was distributed.
Excluding the shareholder remuneration, the appreciation of Novabase share price would have been 44.8%.
The evolution of Novabase share prices compared to other companies in the IT sector in Europe, in 6M14, was as follows:
-12%
0%
57%
In the end of the second quarter of 2014, Novabase presented a Price to Sales multiple of 0.53x and a Price to Earnings multiple of 16.23x, which represents a discount of 38% and 20%, respectively, compared to the average of other companies in the sector in Europe (source: Reuters, ttm values at 30/6).
Average upside of 18.2%, according to the analysts who cover Novabase.
The average price target disclosed by the analysts who cover Novabase is 4.23 euros.
Indra Cap Gemini Atos Origin Novabase Alten Tietoenator
02/06/14: ex-shareholder remuneration 0.20 €/share
J F M A M J
Rotation in 6M14 represented 10.1% of the capital and 3.2 million shares were traded, below the values in 6M13 (rotation of 13.0% of the capital and 4.1 million shares traded).
| Summary | 2Q14 | 1Q14 | 4Q13 | 3Q13 | 2Q13 |
|---|---|---|---|---|---|
| Minimum price (€) | 3.55 | 2.79 | 2.61 | 2.31 | 2.35 |
| Maximum price (€) | 4.10 | 3.94 | 3.11 | 3.08 | 2.90 |
| Volume weighted average price (€) | 3.89 | 3.45 | 2.87 | 2.74 | 2.67 |
| Closing price at the end of the Quarter (€) | 3.58 | 3.92 | 2.61 | 3.08 | 2.49 |
| Nr. of shares traded | 1,283,056 1,898,155 2,314,482 1,929,789 1,864,279 | ||||
| Market cap in the last day (M€) | 112.4 | 123.1 | 82.0 | 96.7 | 78.2 |
The results of the first half of 2014 are in line with the management priorities set for the year. Thus, the international business accounts for 36.3% of the total business, and the weight of services grew to 67.3%. Turnover declined by 6.9%, affected by the exit of the Digital TV/SIP business. EBITDA decreased by 20.6%, year on year, primarily due to the strong pressure on prices in the domestic market and the costs associated to the reinforcement of the international expansion strategy.
For the second half we anticipate that the domestic context remains adverse, reaffirming as strategic focus the intensification of the international expansion. In light of the degradation of the business indicators, the annual guidance appears now more challenging, although at this time there is no significant elements to revise it.
| 30.06.14 | 31.12.13 | 30.06.14 | 30.06.13 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| Assets | CONTINUING OPERATIONS | |||||
| Tangible assets | 5,912 | 6,120 | ||||
| Intangible assets | 30,795 | 32,095 | Sale of goods | 34,598 | 45,244 | |
| Financial investments | 2,380 | 2,217 | Cost of goods sold | (30,568) | (40,105) | |
| Deferred income tax assets | 15,242 | 14,901 | ||||
| Other non-current assets | 6,278 | 4,868 | Gross margin | 4,030 | 5,139 | -21.6 % |
| Total Non-Current Assets | 60,607 | 60,201 | Other income | |||
| Services rendered | 71,311 | 68,505 | ||||
| Inventories | 3,593 | 8,925 | Supplementary income and subsidies | 119 | 107 | |
| Trade debtors and accrued income | 88,669 | 85,296 | Other operating income | 944 | 714 | |
| Other debtors and prepaid expenses | 17,753 | 21,806 | ||||
| Derivative financial instruments | 107 | 514 | 72,374 | 69,326 | ||
| Financial assets held for trading | - | 5,015 | ||||
| Cash and cash equivalents | 20,911 | 32,942 | 76,404 | 74,465 | ||
| Total Current Assets | 131,033 | 154,498 | Other expenses | |||
| External supplies and services | (26,976) | (27,291) | ||||
| Assets for continuing operations | 191,640 | 214,699 | Employee benefit expense | (44,178) | (40,079) | |
| Provisions reversal | 2,470 | 1,426 | ||||
| Assets for discontinued operations | - | - | Other operating expenses | (1 ,307) |
(444) | |
| Total Assets | 191,640 | 214,699 | (69,991) | (66,388) | ||
| Shareholders' Equity | Gross Net Profit (EBITDA) | 6,413 | 8,077 | -20.6 % | ||
| Share capital | 15,701 | 15,701 | Depreciation and amortization | (2,937) | (2,701) | |
| Treasury shares | (29) | (295) | ||||
| Share premium | 43,560 | 43,560 | Operating Profit (EBIT) | 3,476 | 5,376 | -35.3 % |
| Reserves and retained earnings | 24,627 | 23,756 | Financial results | (460) | (126) | |
| Net profit | 1,949 | 7,510 | ||||
| Net Profit before taxes (EBT) | 3,016 | 5,250 | -42.6 % | |||
| Total Shareholders' Equity | 85,808 | 90,232 | Income tax expense | (697) | (1,232) | |
| Net Profit from continuing operations | 2,319 | 4,018 | -42.3 % | |||
| Non-controlling interests | 10,749 | 11,522 | ||||
| DISCONTINUED OPERATIONS | ||||||
| Total Equity | 96,557 | 101,754 | Net Profit from discont. operations | 219 | - | |
| Liabilities | Non-controlling interests | (589) | (447) | |||
| Bank borrowings | 10,677 | 13,024 | ||||
| Finance lease liabilities | 1,038 | 1,007 | Attributable Net Profit | 1,949 | 3,571 | -45.4 % |
| Provisions | 1,937 | 4,386 | ||||
| Deferred income tax liabilities | - | 100 | ||||
| Other non-current liabilities | 70 | 70 | ||||
| Total Non-Current Liabilities | 13,722 | 18,587 | ||||
| Bank borrowings | 5,583 | 6,202 | ||||
| Trade payables | 18,983 | 22,268 | ||||
| Other creditors and accruals | 33,503 | 40,736 | ||||
| Derivative financial instruments | 60 | 77 | ||||
| Deferred income | 23,131 | 24,755 | Other information: Turnover |
105,909 | 113,749 | -6.9 % |
| Total Current Liabilities | 81,260 | 94,038 | Gross margin from sales % | 11.6 % | 11.4 % | |
| EBITDA margin | 6.1 % | 7.1 % | ||||
| Total Liabilities for cont. operations | 94,982 | 112,625 | EBT % on Turnover | 2.8 % | 4.6 % | |
| Total Liabilities for discont. operations | 101 | 320 | Net profit % on Turnover | 1.8 % | 3.1 % | |
| Total Liabilities | 95,083 | 112,945 | ||||
| Total Equity and Liabilities | 191,640 | 214,699 | ||||
| Net Cash | 4,855 | 20,271 |
| 30.06.14 | 31.12.13 | 30.06.14 | 30.06.13 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| Assets | CONTINUING OPERATIONS | |||||
| Tangible assets | 5,912 | 6,120 | ||||
| Intangible assets | 30,795 | 32,095 | Sale of goods | 34,598 | 45,244 | |
| Financial investments | 2,380 | 2,217 | Cost of goods sold | (30,568) | (40,105) | |
| Deferred income tax assets | 15,242 | 14,901 | ||||
| Other non-current assets | 6,278 | 4,868 | Gross margin | 4,030 | 5,139 | -21.6 % |
| Total Non-Current Assets | 60,607 | 60,201 | Other income | |||
| Services rendered | 71,311 | 68,505 | ||||
| Inventories | 3,593 | 8,925 | Supplementary income and subsidies | 119 | 107 | |
| Trade debtors and accrued income | 88,669 | 85,296 | Other operating income | 944 | 714 | |
| Other debtors and prepaid expenses | 17,753 | 21,806 | ||||
| Derivative financial instruments | 107 | 514 | 72,374 | 69,326 | ||
| Financial assets held for trading | - | 5,015 | ||||
| Cash and cash equivalents | 20,911 | 32,942 | 76,404 | 74,465 | ||
| Total Current Assets | 131,033 | 154,498 | Other expenses | |||
| External supplies and services | (26,976) | (27,291) | ||||
| Assets for continuing operations | 191,640 | 214,699 | Employee benefit expense | (44,178) | (40,079) | |
| Provisions reversal | 2,470 | 1,426 | ||||
| Assets for discontinued operations | - | - | Other operating expenses | (1 ,307) |
(444) | |
| Total Assets | 191,640 | 214,699 | (69,991) | (66,388) | ||
| Shareholders' Equity | Gross Net Profit (EBITDA) | 6,413 | 8,077 | -20.6 % | ||
| Share capital | 15,701 | 15,701 | Depreciation and amortization | (2,937) | (2,701) | |
| Treasury shares | (29) | (295) | ||||
| Share premium | 43,560 | 43,560 | Operating Profit (EBIT) | 3,476 | 5,376 | -35.3 % |
| Reserves and retained earnings | 24,627 | 23,756 | Financial results | (460) | (126) | |
| Net profit | 1,949 | 7,510 | ||||
| Net Profit before taxes (EBT) | 3,016 | 5,250 | -42.6 % | |||
| Total Shareholders' Equity | 85,808 | 90,232 | Income tax expense | (697) | (1,232) | |
| Net Profit from continuing operations | 2,319 | 4,018 | -42.3 % | |||
| Non-controlling interests | 10,749 | 11,522 | ||||
| DISCONTINUED OPERATIONS | ||||||
| Total Equity | 96,557 | 101,754 | Net Profit from discont. operations | 219 | - | |
| Liabilities | Non-controlling interests | (589) | (447) | |||
| Bank borrowings | 10,677 | 13,024 | ||||
| Turnover | 105,909 | 113,749 | -6.9 % |
|---|---|---|---|
| EBITDA margin | 6.1 % | 7.1 % | |
| Net profit % on Turnover | 1.8 % | 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, Lote 1.03.2.3, Parque das Nações, 1998-031 Lisbon, PORTUGAL Corporate Tax Payer N.º 502 280 182
(Thousands of Euros)
| Business | Venture | Discontin. | |||
|---|---|---|---|---|---|
| Solutions | IMS | Capital | Operations | NOVABASE | |
| CONTINUING OPERATIONS | |||||
| Sale of goods | 178 | 34,101 | 319 | - | 34,598 |
| Cost of goods sold | (176) | (30,136) | (256) | - | (30,568) |
| Gross margin | 2 | 3,965 | 63 | - | 4,030 |
| Other income | - | - | - | - | - |
| Services rendered | 50,365 | 19,080 | 1,866 | - | 71,311 |
| Supplementary income and subsidies | 72 | 47 | - | - | 119 |
| Other operating income | 617 | 21 | 306 | - | 944 |
| 51,054 | 19,148 | 2,172 | - | 72,374 | |
| - 51,056 |
- 23,113 |
- 2,235 |
- - |
- 76,404 |
|
| Other expenses | - | - | - | - | - |
| External supplies and services | (14,183) | (11,697) | (1,096) | - | (26,976) |
| Employee benefit expense | (32,733) | (10,321) | (1,124) | - | (44,178) |
| Provisions reversal | 1,022 | 893 | 555 | - | 2,470 |
| Other operating expenses | (248) | (240) | (819) | - | (1,307) |
| - (46,142) |
- (21,365) |
- (2,484) |
- - |
- (69,991) |
|
| Gross Net Profit (EBITDA) | - 4,914 |
- 1,748 |
- (249) |
- - |
- 6,413 |
| Depreciation and amortization | - (2,123) |
- (671) |
- (143) |
- - |
- (2,937) |
| Operating Profit (EBIT) | 2,791 | 1,077 | (392) | - | 3,476 |
| Financial results | - (514) |
- 34 |
- 20 |
- - |
- (460) |
| Net Profit / (Loss) before Taxes (EBT) | 2,277 | 1,111 | (372) | - | 3,016 |
| Income tax expense | - 138 |
- (944) |
- 109 |
- - |
- (697) |
| Net Profit / (Loss) from cont. operations | 2,415 | 167 | (263) | - | 2,319 |
| DISCONTINUED OPERATIONS | - | ||||
| Net Profit from discontinued operations | - | - | - | 219 | 219 |
| Non-controlling interests | (332) | (228) | (29) | - | (589) |
| Attributable Net Profit / (Loss) | 2,083 - |
(61) - |
(292) - |
219 - |
1,949 - |
| Other information : | |||||
| Turnover | 50,543 | 53,181 | 2,185 | - | 105,909 |
| EBITDA | 4,914 | 1,748 | (249) | - | 6,413 |
EBITDA % on Turnover 9.7% 3.3% -11.4% 6.1% EBT % on Turnover 4.5% 2.1% -17.0% 2.8%
| # | % | |
|---|---|---|
| Owner | Capital and voting rights |
|
| Pedro Miguel Quinteiro Marques de Carvalho | 2,279,012 | 7.26% |
| Rogério dos Santos Carapuça | 2,087,849 | 6.65% |
| João Nuno da Silva Bento 2 | 699,799 | 2.23% |
| Álvaro José da Silva Ferreira 2 | 1 | 0.00% |
| Luís Paulo Cardoso Salvado 2 | 1 | 0.00% |
| José Afonso Oom Ferreira de Sousa 2 | 1 | 0.00% |
| Nuno Carlos Dias dos Santos Fórneas | 205,718 | 0.66% |
| Paulo Jorge de Barros Pires Trigo | 150,912 | 0.48% |
| Maria do Carmo do Brito Palma | 26,235 | 0.08% |
| Manuel Alves Monteiro | 9,000 | 0.03% |
| Luís Mira Amaral | 6,305 | 0.02% |
| João Luís Correia Duque | 500 | 0.00% |
| Total | 5,465,333 | 17.40% |
1 The shareholding of each of these corporate board members corresponds to the last position notified to the Company in reference to a date before 30 June 2014.
2 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are shareholders of HNB - 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.
Shareholdings and Qualified Holdings (pursuant to Article 448/4 of the Company Code and Article 16 of the Securities Code - 'CVM') 1
| # | # | % | |
|---|---|---|---|
| Shareholder | Partial Shares | Shares | Capital and voting rights |
| HNB - SGPS, SA | 8,321,019 | 26.50% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,279,012 | 7.26% | |
| Rogério dos Santos Carapuça | 2,087,849 | 6.65% | |
| João Nuno da Silva Bento 2 | 699,799 | 2.23% | |
| Álvaro José da Silva Ferreira 2 | 1 | 0.00% | |
| Luís Paulo Cardoso Salvado 2 | 1 | 0.00% | |
| José Afonso Oom Ferreira de Sousa 2 | 1 | 0.00% | |
| Number of shares attributable to signatories of the Novabase Shareholders' Agreement | |||
| (under the terms of article 20, paragraph 1 of the Securities Code) | 13,387,682 | 42.63% | |
| Partbleu, Sociedade Gestora de Participações Sociais, SA | 3,180,444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA Banco Espírito Santo de Investimento, SA Members of the Corporate Boards Grupo Banco Espírito Santo, SA (under the terms of article 20, paragraph 1 of the |
1,792,144 66,929 60 |
||
| Securities Code) | 1,859,133 | 5.92% | |
| Fernando Fonseca Santos | 1,575,020 | 5.02% | |
| Fundo Santander Acções Portugal Fundo Santander PPA Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (under the terms of article 20, paragraph 1 of the Securities Code) |
1,535,399 71,135 |
1,606,534 | 5.12% |
| Total | 21,608,813 | 68.81% |
1 The shareholding of each of these shareholders corresponds to the last position notified to the Company in reference to a date before 30 June 2014.
2 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are the only shareholders of HNB - SGPS, S.A., having signed a shareholder's agreement for all of this company's share capital.
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
List of Management Transactions (pursuant to Article 14/6 and 14/7 of the Portuguese Securities Commission Regulation nº 5/2008)
| # | € | ||||
|---|---|---|---|---|---|
| Director | Transaction | Date | Location | Shares | Share price |
| Maria do Carmo do Brito Palma | Acquisition | 02-04-2014 | Over-the-Counter | 14,415 | 3.94 |
| Paulo Jorge de Barros Pires Trigo | Acquisition | 02-04-2014 | Over-the-Counter | 4,235 | 3.940 |
| Rogério dos Santos Carapuça | Acquisition | 26-05-2014 | Over-the-Counter | 94,729 | 3.858 |
| Luís Paulo Cardoso Salvado | Acquisition | 26-05-2014 | Over-the-Counter | 67,663 | 3.858 |
| Luís Paulo Cardoso Salvado | Disposal | 26-05-2014 | Over-the-Counter | 81,264 | 3.858 |
| José Afonso Oom Ferreira de Sousa | Acquisition | 26-05-2014 | Over-the-Counter | 13,532 | 3.858 |
| José Afonso Oom Ferreira de Sousa | Disposal | 26-05-2014 | Over-the-Counter | 16,252 | 3.858 |
| Pedro Miguel Quinteiro Marques de Carvalho | Acquisition | 26-05-2014 | Over-the-Counter | 27,064 | 3.858 |
| João Nuno da Silva Bento | Acquisition | 26-05-2014 | Over-the-Counter | 135,325 | 3.858 |
| João Nuno da Silva Bento | Disposal | 26-05-2014 | Over-the-Counter | 135,325 | 3.858 |
| Álvaro José da Silva Ferreira | Acquisition | 26-05-2014 | Over-the-Counter | 67,663 | 3.858 |
| Álvaro José da Silva Ferreira | Disposal | 26-05-2014 | Over-the-Counter | 81,264 | 3.858 |
| Nuno Carlos Dias dos Santos Fórneas | Acquisition | 26-05-2014 | Over-the-Counter | 87,961 | 3.858 |
| Paulo Jorge de Barros Pires Trigo | Acquisition | 26-05-2014 | Over-the-Counter | 77,813 | 3.86 |
| Pedro Miguel Quinteiro Marques de Carvalho | Disposal | 26-05-2014 | Euronext Lisbon | 9,603 | 3.94 |
| HNB - SGPS, SA | Acquisition | 26-05-2014 | Over-the-Counter | 81,264 | 3.858 |
| HNB - SGPS, SA | Acquisition | 26-05-2014 | Over-the-Counter | 16,252 | 3.858 |
| HNB - SGPS, SA | Acquisition | 26-05-2014 | Over-the-Counter | 135,325 | 3.858 |
| HNB - SGPS, SA | Acquisition | 26-05-2014 | Over-the-Counter | 81,264 | 3.858 |
| Pedro Miguel Quinteiro Marques de Carvalho | Disposal | 27-05-2014 | Euronext Lisbon | 8,897 | 3.94 |
| Pedro Miguel Quinteiro Marques de Carvalho | Disposal | 28-05-2014 | Euronext Lisbon | 8,564 | 4.020 |
| Nuno Carlos Dias dos Santos Fórneas | Disposal | 30-06-2014 | Euronext Lisbon | 5,000 | 3.720 |
| Total | 1,250,674 |
The above mentioned directors, as a result of such transactions, hold the following shareholdings in the Company's share capital:
| # | % | |
|---|---|---|
| Director | Shares | Capital and voting rights |
| Luís Paulo Cardoso Salvado | 1 | 0.00% |
| Álvaro José da Silva Ferreira | 1 | 0.00% |
| João Nuno da Silva Bento | 699,799 | 2.23% |
| José Afonso Oom Ferreira de Sousa | 1 | 0.00% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,279,012 | 7.26% |
| Rogério dos Santos Carapuça | 2,087,849 | 6.65% |
| Paulo Jorge de Barros Pires Trigo | 150,912 | 0.48% |
| Nuno Carlos Dias dos Santos Fórneas | 205,718 | 0.66% |
| Maria do Carmo do Brito Palma | 26,235 | 0.08% |
| HNB - SGPS, SA | 8,321,019 | 26.50% |
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
Information of transactions on own shares (pursuant to Article 66/5 d) of the Company Code)
| # | € | |||
|---|---|---|---|---|
| Transaction | Date | Location | Shares | Share price |
| Transfer | 02-04-2014 | Over-the-Counter | 14,415 | 3.94 |
| Transfer | 02-04-2014 | Over-the-Counter | 6,828 | 3.94 |
| Transfer | 02-04-2014 | Over-the-Counter | 6,195 | 3.94 |
| Transfer | 02-04-2014 | Over-the-Counter | 29,525 | 3.94 |
| Transfer | 02-04-2014 | Over-the-Counter | 4,235 | 3.94 |
| Acquisition | 08-04-2014 | Euronext Lisbon | 748 | 3.909 |
| Acquisition | 08-04-2014 | Euronext Lisbon | 260 | 3.910 |
| Acquisition | 08-04-2014 | Euronext Lisbon | 665 | 3.910 |
| Acquisition | 08-04-2014 | Euronext Lisbon | 48,327 | 3.910 |
| Acquisition | 08-04-2014 | Euronext Lisbon | 50,000 | 3.930 |
| Disposal | 26-05-2014 | Over-the-Counter | 94,729 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 67,663 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 135,325 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 67,663 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 87,961 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 77,813 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 13,532 | 3.858 |
| Disposal | 26-05-2014 | Over-the-Counter | 27,064 | 3.858 |
| Total | 732,948 |
At 31 December 2013, Novabase S.G.P.S. held 589,954 own shares, representing 1.88% of its share capital.
During the first half of 2014, the company acquired on the market 100,000 own shares at the average price of 3.92 euros, transferred 61,198 own shares at the average price of 3.94 euros and disposed 571,750 own shares at the average price of 3.858 euros.
Own shares acquisitions were performed because they were considered as best interest to society.
Own shares transfers were used for the settlement of bonuses to employees.
Own shares disposals resulted of the exercise of stock allotment options by directors Rogério Carapuça, Luís Paulo Salvado, José Afonso Sousa, Pedro Marques Carvalho, João Nuno Bento, Álvaro Ferreira, Nuno Fórneas and Paulo Trigo, and, pursuant to the terms and conditions set out in the respective options plan, which was previously disclosed to the market.
At 30 June 2014, Novabase S.G.P.S. held 57,006 own shares, representing 0.18% of its share capital.
Novabase SGPS, S.A. Public Company - Euronext Code: NBA.AM Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa Share Capital: 15,700,697.00 Euros Corporate Tax Payer nº 502.280.182
(Unaudited)
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| 2014 | ||
|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2014 | ||
| ● ended 30 June 2014 |
Condensed Consolidated Interim Statement of Profit and Loss and Other Comprehensive Income for the period of 6 months | |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2014 | ||
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2014 | ||
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2014 | |
| Note 1. General information | ||
| Note 2. Significant accounting policies | ||
| Note 3. Critical accounting estimates and judgements | ||
| Note 4. Seasonality | ||
| Note 5. Segment information | ||
| Note 6. Property, plant and equipment and intangible assets | ||
| Note 7. Deferred income tax assets and liabilities | ||
| Note 8. Trade and other receivables | ||
| Note 9. Cash and cash equivalents | ||
| Note 10. Reserves and retained earnings | ||
| Note 11. Non-controlling interests | ||
| Note 12. Borrowings | ||
| Note 13. Provisions | ||
| Note 14. Trade and other payables | ||
| Note 15. Other gains/(losses) - net | ||
| Note 16. Income tax expense | ||
| Note 17. Earnings per share | ||
| Note 18. Related-party transactions | ||
| Note 19. Contingencies | ||
| Note 20. Events after the reporting period | ||
| Note 21. Note added for translation | ||
| SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | ||
| ● | Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of |
(Page left intentionally blank)
I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2014
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.14 | 31.12.13 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 5,912 | 6,120 |
| Intangible assets | 6 | 30,795 | 32,095 |
| Investments in associates | 914 | 961 | |
| Financial assets at fair value through profit or loss | 1,466 | 1,256 | |
| Deferred income tax assets | 7 | 15,242 | 14,901 |
| Other non-current assets | 18 | 6,278 | 4,868 |
| Total Non-Current Assets | 60,607 | 60,201 | |
| Current Assets | |||
| Inventories | 3,593 | 8,925 | |
| Trade and other receivables | 8 | 75,712 | 87,975 |
| Accrued income | 23,318 | 12,421 | |
| Income tax receivable | 2,068 | 2,236 | |
| Derivative financial instruments | 107 | 514 | |
| Other current assets | 5,324 | 4,470 | |
| Financial assets held for trading | - | 5,015 | |
| Cash and cash equivalents | 9 | 20,911 | 32,942 |
| Total Current Assets | 131,033 | 154,498 | |
| Assets for discontinued operations | - | - | |
| Total Assets | 191,640 | 214,699 | |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (29) | (295) | |
| Share premium | 43,560 | 43,560 | |
| Reserves and retained earnings | 10 | 24,627 | 23,756 |
| Profit for the period | 1,949 | 7,510 | |
| Total Equity attributable to owners of the parent | 85 ,808 |
90,232 | |
| Non-controlling interests | 11 | 10,749 | 11,522 |
| Total Equity | 96,557 | 101,754 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 12 | 11,715 | 14,031 |
| Provisions | 13 | 1,937 | 4,386 |
| Deferred income tax liabilities | 7 | - | 100 |
| Other non-current liabilities | 70 | 70 | |
| Total Non-Current Liabilities | 13,722 | 18,587 | |
| Current Liabilities | |||
| Borrowings | 12 | 6,330 | 7,353 |
| Trade and other payables | 14 | 51,709 | 61,764 |
| Income tax payable | 30 | 89 | |
| Derivative financial instruments | 60 | 77 | |
| Deferred income and other current liabilities | 23,131 | 24,755 | |
| Total Current Liabilities | 81,260 | 94,038 | |
| Liabilities for discontinued operations | 101 | 320 | |
| Total Liabilities | 95,083 | 112,945 | |
| Total Equity and Liabilities | 191,640 | 214,699 | |
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) | |||||
|---|---|---|---|---|---|
| 6 M * | 3 M * | ||||
| Note | 30.06.14 | 30.06.13 | 30.06.14 | 30.06.13 | |
| Continuing Operations | |||||
| Sales | 5 | 34,598 | 45,244 | 17,168 | 24,539 |
| Services rendered | 5 | 71,311 | 68,505 | 37,191 | 34,771 |
| Cost of sales | (30,568) | (40,105) | (15,123) | (20,688) | |
| External supplies and services | (26,976) | (27,291) | (14,896) | (15,227) | |
| Employee benefit expense | (44,178) | (40,079) | (22,208) | (20,519) | |
| Other gains/(losses) - net | 15 | 2,226 | 1,803 | 653 | 1,255 |
| Depreciation and amortisation | (2,937) | (2,701) | (1,657) | (1,425) | |
| Operating Profit | 3,476 | 5,376 | 1,128 | 2,706 | |
| Finance income | 513 | 1,410 | 181 | 529 | |
| Finance costs | (926) | (1,520) | (454) | (539) | |
| Share of loss of associates | (47) | (16) | (30) | (16) | |
| Profit Before Income Tax | 3,016 | 5,250 | 825 | 2,680 | |
| Income tax expense | 16 | (697) | (1,232) | (352) | (643) |
| Profit from continuing operations | 2,319 | 4,018 | 473 | 2,037 | |
| Discontinued operations | |||||
| Profit from discontinued operations | 219 | - | 219 | - | |
| Profit for the period | 2,538 | 4,018 | 692 | 2,037 | |
| Other comprehensive income for the period | - | - | - | - | |
| Total comprehensive income for the period | 2,538 | 4,018 | 692 | 2,037 | |
| Profit attributable to: | |||||
| Owners of the parent | 1,949 | 3,571 | 387 | 1,620 | |
| Non-controlling interests | 11 | 589 | 447 | 305 | 417 |
| 2,538 | 4,018 | 692 | 2,037 | ||
| Total comprehensive income attributable to: | |||||
| Owners of the parent | 1,949 | 3,571 | 387 | 1,620 | |
| Non-controlling interests | 11 | 589 | 447 | 305 | 417 |
| 2,538 | 4,018 | 692 | 2,037 | ||
| Earnings per share from continuing and discontinued operations | |||||
| attributable to owners of the parent (Euros per share) | |||||
| Basic earnings per share | |||||
| From continuing operations | 17 | 0.06 Euros | 0.12 Euros | 0.01 Euros | 0.05 Euros |
| From discontinued operations | 17 | 0.01 Euros | Zero Euros | 0.01 Euros | Zero Euros |
| From profit for the year | 17 | 0.06 Euros | 0.12 Euros | 0.01 Euros | 0.05 Euros |
| Diluted earnings per share | |||||
| From continuing operations | 17 | 0.06 Euros | 0.11 Euros | 0.01 euros | 0.05 euros |
| From discontinued operations | 17 | 0.01 Euros | Zero Euros | 0.01 euros | Zero euros |
| From profit for the year | 17 | 0.06 Euros | 0.11 Euros | 0.01 Euros | 0.05 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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Stock | Reserves | Non | |||||||
| Note | Share | Treasury | Share | Legal | options and retained -controlling | Total | |||
| capital | shares | premium | reserves | reserves | earnings | interests | Equity | ||
| Balance at 1 January, 2013 | 15,701 | (371) | 43,560 | 3,042 | 130 | 38,215 | 10,613 | 110,890 | |
| Total comprehensive income for the period | - | - | - | - | - | 3,571 | 447 | 4,018 | |
| Transactions with owners | |||||||||
| Dividends | 10 | - | - | - | - | - | (3,080) | - | (3,080) |
| Legal reserve | - | - | - | 98 | - | (98) | - | - | |
| Treasury shares movements | - | 72 | - | - | - | 364 | - | 436 | |
| Share-based payments | 18 | - | - | - | - | 98 | - | - | 98 |
| Foreign currency translation reserve | - | - | - | - | - | 48 | 47 | 95 | |
| Transactions with owners | - | 72 | - | 98 | 98 | (2,766) | 47 | (2,451) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 30 June, 2013 | 15,701 | (299) | 43,560 | 3,140 | 228 | 39,020 | 11,107 | 112,457 | |
| 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 | 18 | - | - | - | - | 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 |
THE ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | ||||||
|---|---|---|---|---|---|---|
| 6 M * | 3 M * | |||||
| Note | 30.06.14 | 30.06.13 | 30.06.14 | 30.06.13 | ||
| Cash flows from operating activities | ||||||
| Net Cash used in operating activities | (9,407) | (6,617) | (7,829) | (810) | ||
| Cash flows from investing activities | ||||||
| Receipts: | ||||||
| Proceeds on disposal of subsidiaries and associates Loan repayments received from associates |
2,079 3,343 |
- 444 |
- - |
- 413 |
||
| Proceeds on disposal of financial assets held for trading | 10,034 | - | 5,019 | - | ||
| Proceeds on disposal of property, plant and equipment | 4 | 41 | 4 | 40 | ||
| Interest received | 571 | 652 | 142 | 220 | ||
| 16,031 | 1,137 | 5,165 | 673 | |||
| Payments: | ||||||
| Acquisition of subsidiaries and associates | (210) | (87) | (210) | (62) | ||
| Loans granted to associates | (1,410) | (2,910) | (1,410) | (1,527) | ||
| Purchases of financial assets held for trading | (5,019) | (5,000) | - | (5,000) | ||
| Purchases of property, plant and equipment Purchases of intangible assets |
(571) (460) |
(1,148) (590) |
(262) (175) |
(568) (385) |
||
| (7,670) | (9,735) | (2,057) | (7,542) | |||
| Net Cash generated / (used) in investing activities | 8,361 | (8,598) | 3,108 | (6,869) | ||
| Cash flows from financing activities | ||||||
| Receipts: Proceeds from borrowings |
100 | 6,493 | - | 5,143 | ||
| Capital contribution by non-controlling interests (i) | 35 | 2,000 | 35 | - | ||
| 135 | 8,493 | 35 | 5,143 | |||
| Payments: | ||||||
| Repayments of borrowings | (3,067) | (2,201) | (1,584) | (1,395) | ||
| Dividends paid | 10 | (6,269) | (3,080) | (6,269) | (3,080) | |
| Payment of finance lease liabilities | (662) | (747) | (325) | (389) | ||
| Interest paid | (727) | (676) | (341) | (376) | ||
| Purchase of treasury shares | (392) | - | (392) | - | ||
| (11,117) | (6,704) | (8,911) | (5,240) | |||
| Net Cash (used) / generated in financing activities | (10,982) | 1,789 | (8,876) | (97) | ||
| Cash, cash equivalents and bank overdrafts at beg. of period | 9 | 32,942 | 40,452 | 34,501 | 34,820 | |
| Net decrease in cash, cash equivalents and bank overdratfs | (12,028) | (13,426) | (13,597) | (7,776) | ||
| Effect from exchange rate fluctuations on cash held | (3) | 11 | 7 | (7) | ||
| Cash, cash equivalents and bank overdrafts at end of period | 9 | 20,911 | 27,037 | 20,911 | 27,037 | |
6 M * - period of 6 months ended 3 M * - period of 3 months ended
(i) In 2014: NBMSIT, Sist. De Inf. E Tecnol., S.A. (Mozambique). In 2013: FCR NB Capital Inovação e Internacionalização.
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, Lote 1.03.2.3, Parque das Nações – 1998-031 Lisboa - 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 24, 2014. 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 2014 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 2013, 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 2013, as described in those financial statements.
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 2014.
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 2013.
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 2013 | |||||
| Total segment Sales and services rendered | 83,631 | 57,966 | 13,327 | 154,924 | |
| Inter-segment Sales and services rendered | 32,857 | 5,813 | 2,505 | 41,175 | |
| Sales and services rendered | 50,774 | 52,153 | 10,822 | 113,749 | |
| Depreciation and amortisation | (1,844) | (549) | (308) | (2,701) | |
| Operating profit/(loss) | 4,487 | 1,325 | (436) | 5,376 | |
| Finance costs – net | (10) | (91) | (9) | (110) | |
| Share of loss of associates | - | - | (16) | (16) | |
| Income tax expense | (748) | (832) | 348 | (1,232) | |
| Profit/(Loss) from operations | 3,729 | 402 | (113) | 4,018 | |
| Other information: | |||||
| (Provisions) / Provisions reversal | (145) | 1,257 | 314 | 1,426 | |
| 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 | - |
The amount of discontinued operations reflects the completion of the closure process of the 'Mobility Solutions' area, discontinued during 2008, with a value lower than the one provisioned.
During the periods ended at 30 June 2014 and 30 June 2013, 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 2013 | 7,101 | 31,660 |
| Acquisitions / increases | 1,682 | 590 |
| Write off's / disposals | (95) | - |
| Exchange differences | 10 | - |
| Depreciation and amortisation | (1,363) | (1,338) |
| Net book value at 30 June 2013 | 7,335 | 30,912 |
| Net book value at 1 January 2014 | 6,120 | 32,095 |
| Acquisitions / increases | 1,037 | 460 |
| Write off's / disposals | (67) | - |
| Exchange differences | (1) | - |
| Depreciation and amortisation | (1,177) | (1,760) |
| Net book value at 30 June 2014 | 5,912 | 30,795 |
The movement in the deferred income tax assets was as follows:
| 30.06.14 | 31.12.13 | |
|---|---|---|
| Balance at 1 January | 14,901 | 12,249 |
| Exchange differences | (11) | (16) |
| Profit or loss charge | 352 | 2,668 |
| Balance at the end of the period | 15,242 | 14,901 |
| The movement in the deferred income tax liabilities was as follows: | ||
| 30.06.14 | 31.12.13 | |
| Balance at 1 January | 100 | 100 |
| Profit or loss charge | (100) | - |
| Balance at the end of the period | - | 100 |
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 2013 | 1,300 | 8,491 | 2,458 | 12,249 |
| Profit or loss charge Exchange differences |
(581) (16) |
2,963 - |
286 - |
2,668 (16) |
| Balance at 31 December 2013 | 703 | 11,454 | 2,744 | 14,901 |
| Profit or loss charge Exchange differences |
1,060 (11) |
181 - |
(889) - |
352 (11) |
| Balance at 30 June 2014 | 1,752 | 11,635 | 1,855 | 15,242 |
| 30.06.14 | 31.12.13 | |
|---|---|---|
| Trade receivables | 69,942 | 77,309 |
| Allowance for impairment of trade receivables | (4,591) | (4,434) |
| 65,351 | 72,875 | |
| Prepayments to suppliers | 1,260 | 503 |
| Employees | 277 | 125 |
| Value added tax | 2,538 | 3,012 |
| Receivables from related parties (note 18) | 806 | 4,788 |
| Financial investments disposal | 67 | 67 |
| Disposal of Digital TV international business | 400 | 2,478 |
| Receivables from financed projects | 3,906 | 2,963 |
| Other receivables | 4,439 | 4,547 |
| Allowance for impairment of other receivables | (3,332) | (3,383) |
| 10,361 | 15,100 | |
| 75,712 | 87,975 |
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.14 | 31.12.13 | 30.06.14 | 31.12.13 | 30.06.14 | 31.12.13 | |
| Balance at 1 January | 4,434 | 4,809 | 3,383 | 4,121 | 7,817 | 8,930 |
| Impairment | 205 | 2,805 | - | 234 | 205 | 3,039 |
| Impairment reversal | (50) | (2,703) | (52) | (735) | (102) | (3,438) |
| Exchange differences | 2 | (25) | 1 | (4) | 3 | (29) |
| Write off's | - | (452) | - | (233) | - | (685) |
| Balance at the end of the period | 4,591 | 4,434 | 3,332 | 3,383 | 7,923 | 7,817 |
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 30.06.14 | 31.12.13 | |
|---|---|---|
| - Cash | 21 | 16 |
| - Short term bank deposits | 20,890 | 32,926 |
| Cash and cash equivalentsxa Caixa e equivalentes a cai |
20,911 | 32,942 |
| - Overdrafts | - | - |
| 20,911 | 32,942 |
In the Annual General Meeting of Shareholders held on May 2014, it was approved the payment to shareholders of an amount of EUR 6,280 thousand, corresponding to 0.20 Euros per share. The payment occurred in June, 2014.
| 30.06.14 | 30.06.13 | |
|---|---|---|
| Payment to shareholders | 6,269 | 3,080 |
| Remuneration of the treasury shares held by the Company | 11 | 60 |
| 6,280 | 3,140 | |
| 11. Non-controlling interests | ||
| 30.06.14 | 31.12.13 | |
| Balance at 1 January | 11,522 | 10,613 |
| Transactions with non-controlling interests | - | (431) |
| Dividends paid by Celfocus to non-controlling interests - see note 14 | (1,394) | - |
| Foreign currency translation differences for foreign operations | 32 | (398) |
| Profit attributable to non-controlling interests | 589 | 1,738 |
| Balance at the end of the period | 10,749 | 11,522 |
| 30.06.14 | 31.12.13 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 10,677 | 13,024 |
| Finance lease liabilities | 1,038 | 1,007 |
| 11,715 | 14,031 | |
| Current | ||
| Bank borrowings | 5,583 | 6,202 |
| Finance lease liabilities | 747 | 1,151 |
| 6,330 | 7,353 | |
| Total borrowings | 18,045 | 21,384 |
The periods in which the current bank borrowings will be paid are as follows:
| 30.06.14 | 31.12.13 | |
|---|---|---|
| 6 months or less 6 to 12 months |
3,236 2,347 |
3,237 2,965 |
| 5,583 | 6,202 |
The maturity of non-current bank borrowings is as follows:
| 30.06.14 | 31.12.13 | |
|---|---|---|
| Between 1 and 2 years | 4,716 | 4,701 |
| Between 2 and 5 years | 5,961 | 8,323 |
| Over 5 years | - | - |
| 10,677 | 13,024 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.14 | 31.12.13 | |
| Bank borrowings | 5.248% | 5.325% |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.14 | 31.12.13 | |
| No later than 1 year | 1,033 | 1,386 |
| Between 1 and 5 years | 1,411 | 1,338 |
| 2,444 | 2,724 | |
| Future finance charges on finance leases | (659) | (566) |
| Present value of finance lease liabilities | 1,785 | 2,158 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 30.06.14 | 31.12.13 | |
| No later than 1 year | 747 | 1,151 |
| Between 1 and 5 years | 1,038 | 1,007 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | |||
|---|---|---|---|---|
| Warranties | Claims | and Charges | Total | |
| Balance at 1 January 2013 | 747 | 240 | 1,449 | 2,436 |
| Additional provisions Reversals |
45 (147) |
472 - |
3,009 (1,429) |
3,526 (1,576) |
| Balance at 31 December 2013 | 645 | 712 | 3,029 | 4,386 |
| Additional provisions Reversals |
12 (549) |
- (457) |
68 (1,523) |
80 (2,529) |
| Balance at 30 June 2014 | 108 | 255 | 1,574 | 1,937 |
2,158 1,785
| 30.06.14 | 31.12.13 | |
|---|---|---|
| Trade payables | 18,236 | 21,117 |
| Remunerations, vacations and vacation and Christmas subsidies | 11,102 | 8,481 |
| Bonus | 4,971 | 9,127 |
| Ongoing projects | 4,247 | 4,849 |
| Value added tax | 3,216 | 7,198 |
| Social security contributions | 1,312 | 1,839 |
| Income tax withholding | 1,596 | 1,488 |
| Amount to be paid to non-controlling interests - see note 11 | 1,394 | - |
| Employees | 184 | 277 |
| Prepayments from trade receivables | 956 | 756 |
| Acquisition of financial interest in FCR Istart I | 72 | 72 |
| Other accrued expenses | 4,216 | 6,282 |
| Other payables | 207 | 278 |
| 51,709 | 61,764 |
| 30.06.14 | 30.06.13 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | (103) | 332 |
| Impairment and impairment reversal of inventories | 124 | 77 |
| Warranties provision | 537 | 14 |
| Legal claims provision | 457 | - |
| Provisions for other risks and charges | 1,455 | 1,003 |
| Other operating income and expense | (244) | 377 |
| 2,226 | 1,803 |
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:
| 30.06.14 | 30.06.13 | |
|---|---|---|
| Profit before income tax | 3,016 | 5,250 |
| Income tax expense at nominal rate (25% in 2013, 23% in 2014) | 694 | 1,313 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (171) | (205) |
| Provisions and amortisations not considered for tax purposes | 32 | 35 |
| Recognition of tax on the events of previous years | (63) | (129) |
| Associates' results reported net of tax | 11 | 4 |
| Autonomous taxation | 462 | 370 |
| Losses in companies where no deferred tax is recognised | 86 | (7) |
| Expenses not deductible for tax purposes | (329) | (106) |
| Differential tax rate on companies located abroad | 88 | (19) |
| Research & Development tax benefit | (351) | (339) |
| Municipal surcharge and State surcharge | 48 | 94 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 190 | 221 |
| Income tax expense | 697 | 1,232 |
| 30.06.14 | 30.06.13 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,982,622 | 30,721,492 |
| Stock options adjustment | 294,939 | 358,081 |
| Adjusted weighted average number of ordinary shares in issue | 31,277,561 | 31,079,573 |
| Profit attributable to owners of the parent | 1,949 | 3,571 |
| Basic earnings per share (Euros per share) | 0.06 Euros | 0.12 Euros |
| Diluted earnings per share (Euros per share) | 0.06 Euros | 0.11 Euros |
| Profit from continuing operations attributable to owners of the parent | 1,730 | 3,571 |
| Basic earnings per share (Euros per share) | 0.06 Euros | 0.12 Euros |
| Diluted earnings per share (Euros per share) | 0.06 Euros | 0.11 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 | ||
|---|---|---|---|
| 30.06.14 | 30.06.13 | ||
| Salaries and other short-term employee benefits | 1,824 | 2,398 | |
| Stock options granted | 53 | 98 | |
| 1,877 | 2,496 | ||
| ii) | Acquisition and merger of financial interests with related parties | ||
| 30.06.14 | 31.12.13 | ||
| Acquisitions to former shareholders of Collab | - | (151) | |
| Merger of Techno Trend GmbH into TV Lab | - | 422 | |
| - | 271 |
iii) Other balances with related parties
| Non-current | Current (note 8) | |||
|---|---|---|---|---|
| 30.06.14 | 31.12.13 | 30.06.14 | 31.12.13 | |
| Loan to NB Digital TV GmbH | - | - | - | 2,800 |
| Loan to Globaleda, S.A. | - | - | 784 | 784 |
| Loan to Powergrid, Lda | 2,050 | 2,050 | - | - |
| Loan to DTV Research, Lda | - | - | - | 1,182 |
| 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 | 1,410 | - | - | - |
| Loans to other shareholders | - | - | 22 | 22 |
| 6,278 | 4,868 | 806 | 4,788 | |
(*) New investment made by FCR NB Capital Inovação e Internacionalização.
Given the disclosed in the annual financial statements for the year 2013, the significant changes in the judicial processes are the following:
In the court procedures brought by former collaborators of the company Novabase Digital TV claiming payment of credits due referring to the years they were in service prior to 2012 (and petitioned the Court to recognize the existence of a formal employment contract rather than a services agreement and have petitioned the Company to be condemned to the payment of credits in an amount totaling EUR 270 thousand), an Agreement has been reached in seven of the eight pending procedures, wherein Novabase paid the Plaintiffs an amount equal to 56% of the amount initially claimed and the Plaintiffs dropped all claims against Novabase.
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 |
Number of shares held by Board Members at 31.12.13 |
Transactions | Number of shares held by Board Members at 30.06.14 |
% of shares held by Board Members at 30.06.14 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 31,401,394 | 5,221,102 | 244,231 | 5,465,333 | 17.4% |
| José Afonso Oom Ferreira de Sousa | 2,721 | (2,720) | 1 | 0.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,279,012 | 0 | 2,279,012 | 7.3% | ||
| Luís Paulo Cardoso Salvado | 13,602 | (13,601) | 1 | 0.0% | ||
| João Nuno da Silva Bento | 699,799 | 0 | 699,799 | 2.2% | ||
| Rogério dos Santos Carapuça | 1,993,120 | 94,729 | 2,087,849 | 6.6% | ||
| Álvaro José da Silva Ferreira | 13,602 | (13,601) | 1 | 0.0% | ||
| Nuno Carlos dos Santos Fórneas | 122,757 | 82,961 | 205,718 | 0.7% | ||
| Paulo Jorge de Barros Pires Trigo | 68,864 | 82,048 | 150,912 | 0.5% | ||
| Maria do Carmo do Brito Palma | 11,820 | 14,415 | 26,235 | 0.1% | ||
| Manuel Fernando Macedo Alves Monteiro | 9,000 | 0 | 9,000 | 0.0% | ||
| Luís Fernando de Mira Amaral | 6,305 | 0 | 6,305 | 0.0% | ||
| João Luís Correia Duque | 500 | 0 | 500 | 0.0% | ||
| NBASIT - Sist. Inf. e Telecomunicações, S.A. | 47,500,000 AOA | 100,000 | 800 | 0 | 800 | 0.8% |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| 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. | 108,068 € | 10,806,750 | 5,649,000 | 0 | 5,649,000 | 52.3% |
| Nuno Jorge da Cruz Sebastião | 1,749,500 | 0 | 1,749,500 | 16.2% | ||
| Paulo Jorge Pimenta Marques | 1,724,750 | 0 | 1,724,750 | 16.0% | ||
| Pedro Gustavo Santos Rodrigues Bizarro | 1,724,750 | 0 | 1,724,750 | 16.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 450,000 | 0 | 450,000 | 4.2% | ||
| PowerGrid, Lda | 450,000 € | 450,000 | 50,000 | 0 | 50,000 | 11.1% |
| Vitor Manuel Spinola Prisca | 50,000 | 0 | 50,000 | 11.1% | ||
| Dosapac, Automação de Edifícios, S.A. (a) | 50,000 € | 50,000 | 35,000 | 0 | 0 | 0.0% |
| José da Conceição Martins da Mota | 35,000 | 0 | N/A | - | ||
| 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% | ||
| DTV Research, Lda (b) | 200,000 € | 200,000 | 10,000 | 0 | 0 | 0.0% |
| Humberto João da Silva dos Santos Abel | 10,000 | 0 | N/A | - | ||
| 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 | 3,750 | 0 | 3,750 | 75.0% |
| 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% | ||
| Nuno Miguel Sousa | 250 | 0 | 250 | 5.0% | ||
| Carlos Eduardo Vieira Caçador | 250 | 0 | 250 | 5.0% | ||
| João Negrão Antunes | 250 | 0 | 250 | 5.0% | ||
| City Pulse, Lda (c) | 100,000 € | 100,000 | 0 | 10,000 | 10,000 | 10.0% |
| Manuel Maximiano Relvas do Nascimento | N/A | 10,000 | 10,000 | 10.0% | ||
| Wizdee, S.A. (c) | 122,325 € | 12,232,498 | 0 | 9,359,092 | 9,359,092 | 76.5% |
| Bruno Emanuel Machado Antunes | N/A | 4,679,546 | 4,679,546 | 38.3% | ||
| Paulo Jorge de Sousa Gomes | N/A | 4,679,546 | 4,679,546 | 38.3% |
(a) Financial holding disposed in 2014.
(b) Financial holding disposed in 2013. Formally, the shares were transferred only at 01/31/2014.
(c) Company incorporated in 2014.
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NOVABASE S.G.P.S., S.A.
(Page left intentionally blank)
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 2014, 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 24, 2014
(Non-Executive Member, Chairman of the Board of Directors) Rogério dos Santos Carapuça
(Executive Member, Chairman of the Executive Committee - CEO) Luís Paulo Cardoso Salvado
José Afonso Oom Ferreira de Sousa (Non-Executive Member)
(Non-Executive Member) Pedro Miguel Quinteiro Marques de Carvalho
João Nuno da Silva Bento (Executive Member, Member of the Executive Committee)
Álvaro José da Silva Ferreira (Executive Member, Member of the Executive Committee)
Joaquim Manuel Jordão Sérvulo Rodrigues (Non-Executive Member)
Luís Fernando de Mira Amaral (Non-Executive Member, Independent, Chairman of the Audit Committee)
Manuel Fernando de Macedo Alves Monteiro (Non-Executive Member, Independent, Member of the Audit Committee)
(Executive Member, Member of the Executive Committee - CFO) Francisco Paulo Figueiredo Morais Antunes
João Luís Correia Duque (Non-Executive Member, Independent, Member of the Audit Committee)
Nuno Carlos Dias dos Santos Fórneas (Executive Member, Member of the Executive Committee)
Paulo Jorge de Barros Pires Trigo (Non-Executive Member)
Maria do Carmo do Brito Palma (Executive Member, Member of the Executive Committee)
Pedro Miguel Gonçalves Afonso (Executive Member, Member of the Executive Committee) (Page left intentionally blank)
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