Interim / Quarterly Report • Aug 21, 2012
Interim / Quarterly Report
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V - Statement of Compliance
Privileged Information July 26, 2012
Turnover: 108.6 M€ (119.1 M€ in 6M11)
EBITDA: 10.3 M€ (8.2 M€ in 6M11)
Net Profit: 4.5 M€ (3.5 M€ in 6M11)
Net Cash: 25.1 M€ (14.7 M€ in 12M11)
"The results of the first half are strongly positive, reflecting a significant progress in the Novabase's strategic priorities.
1/3 of the total business is generated outside Portugal, as a result of the significant growth of the international business by 72%. Likewise, the services already accounts for more than 2/3 of the total business, thanks to a 10% increase. EBITDA increased by 25% and Net Profit grew 30%. Also positive was the evolution of cash, with a generation above 10 M€ since the beginning of the year.
These results show that the measures implemented by the end of the previous year, in order to adapt the company to current market challenges, are proving to be very effective.
However, the current macroeconomic environment has adversely impacted our domestic business, especially in the components where we have less strategic control. Thus, the business of third party products declined by 33%, leading to a decrease of 9% in total Turnover.
To continue to maximize synergies between businesses, we decided to reorganize Digital TV operations. In order to increase operating efficiency, we will integrate the solutions for TV operators in the Infrastructures & Managed Services business. On the other hand, the solutions System-in-Package (SIP), strongly supported in R&D investments and intellectual property, will be transferred to the Venture Capital business, where they will have a more suitable platform for its future development.
2012 continues proving to be a challenging year, but these results allow us to confirm our commitment to compliance with the Guidance and reaffirm our priorities for the future."
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
Turnover below the annual Guidance linearized (-9.5%), due to the contraction of business in Portugal in the product component.
EBITDA (M€)
Earnings per share (EPS) in 6M12 reached 0.15 euros per share, registering an increase of 28.8% towards the EPS from the previous year of 0.11 euros per share.
EBITDA above the annual Guidance linearized of 16- 19 M€ and 7.3%: +17.3% above the middle of the range (+2.2 points %).
Significant improvement of profitability as a result of the measures adopted in the
end of 2011.
Non-controlling interests in 6M12 amounted to -0.9 M€, which compares to -0.4 M€ in 6M11. This variation is mainly due to the positive evolution of the results of subsidiaries Collab and Celfocus compared to the same period of the prior year.
In the 6M12, Novabase shows a positive performance in cash generation. Novabase ended the 6M12 with 25.1 M€ in net cash, which compares to 14.7 M€ in the 12M11.
On June 4th 2012, Novabase paid its shareholders a total amount of 0.9 M€ (0.03€/share).
Cash generation of 10.5 M€ in the first half of 2012.
The first half of 2012 was marked by strong pressure on prices in the third party product component in Portugal, but also by significant improvement of the operating performance, which already reflects the measures adopted in the end of 2011 (restructuring process with the double objective of decreasing the average production cost and enabling the company to increase international growth).
Thus, the results of the first half of 2012 are below the Turnover Guidance (-9.5%), but remained above the middle of the range of the EBITDA Guidance (+17.3%). Compared to 2011, Turnover decreased 8.9%, however, services grew 9.9% and international business represented 33.2% of the total business. EBITDA raised 25.2% and Net Profit reached 4.5 M€.
Novabase's management was focused on strengthening internationalization, the great challenge of the company for 2012, continuing the effort to maintain the position in the domestic market, which is proving extremely challenging.
Noteworthy is the inauguration of Parque Oriente Operations Centre in the first quarter of 2012. The new space, which occupies more than 3,000 m2 and is designed to operate 24 hours a day, 7 days a week, incorporates all of the expertise needed to design and deploy large-scale technology infrastructure projects. This new Operations Centre at Parque Oriente will allow us to reinforce outsourcing and managed services in Portugal and the rest of the world.
In the second quarter of the year, Novabase strengthened its focus on the Financial sector with the acquisition of 100% stake in Binómio, a company specialising in financial assets management solutions, that holds a paramount position in Portugal with insurance and pension management companies and also has customers in the PALOPs (African Portuguese Speaking Countries), namely in Angola.
Also worthy of note in this first half of 2012, is the distinction of Novabase as Best System Integrator in 2011, in the National Conference of IBM Business Partners. Additionally, Collab has received three awards at the Conference Beyond 2013, attributed by the Portuguese Association of Contact Centers (APCC) to the organizations that had a key role in their Customer Relations Centres in 2012: Best IVR Platform 2012, Best Workforce Management Platform 2012 and Best Agent Front End (CRM) 2012.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M12, is as follows:
This investment is part of Novabase's growth and internationalization strategy for the Financial Services sector.
9.9% rise in services, in line with Novabase strategic orientation to increase the added value of its offers.
International business increased 71.5%, reflecting a strong focus on markets
outside Portugal.
Of the overall Turnover generated in 6M12, the services rendered represents 67.4%, which compares to 55.9% in 6M11.
Of the 108.6 M€ Turnover, 33.2% is generated outside Portugal, that is 36.1 M€, which compares to the 21.0 M€ registered in 6M11.
Turnover by geography 6M11 Turnover by geography 6M12
Business outside Portugal generated in the Business Solutions area increased to 29.8% of the respective invoicing (16.2% in 6M11). In the IMS business area, the international business in 6M12 increased to 34.5% (22.0% in 6M11) and in the Digital TV area increased to 36.4% (13.7% in 6M11).
Novabase had on average, in the 6M12, 2,134 employees, which represents an increase of 0.4% compared to the 6M11 (2,125) and of 1.2% compared to FY11 (2,109).
Employee breakdown by business area, in 6M12, is as follows:
Average number of employees evolution includes the talent renovation by the recruitment of 161 university graduates through Novabase Academy program.
BS Turnover evolution reflects the significant growth of the international component (2x vs. 6M11).
EBITDA Business Solutions (M€)
BS positive evolution reflects the measures adopted for the improvement of operating competitiveness.
IMS evolution is mainly due to the pressure on prices in the product sales component in Portugal, despite the growth in services (+11.5%) and international sales (+24.1%). However, this area should be analysed for more extended periods of time.
The negative evolution of DTV area is explained by the strong contraction of business in Portugal, despite the international business growth (+92.2%).
EBITDA Digital TV (M€)
With effect from the second half of the year, it was decided to reorganize the DTV area in order to maximize synergies between businesses and to increase operating efficiency.
Global Turnover in this area reached 1.9 M€, which represents an increase of 169.3% compared to 6M11.
Venture Capital EBITDA in 6M12 increased, year on year, from -0.6 M€ to 0.7 M€, reaching an EBITDA margin of 34.2%.
Novabase share price in 6M12 lost 9.1%, comparing to a 14.5% loss in the PSI20 Index and a 0.5% gain in the EuroStoxx Technology Index.
In this period, a dividend of 0.03€/share was distributed.
Excluding the shareholder remuneration, the
depreciation of Novabase share price would be 7.7%.
VC results are primarily due to the improvement of the performance of subsidiary
Collab.
When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance in 6M12 was in line with the values of the average performance of other IT.
Average upside of 93.0%, according to the analysts who cover Novabase.
The average price target disclosed by the analysts who cover Novabase is 3.67 euros.
Rotation in 6M12 represented 8.1% of the capital and 2.5 million shares were traded, below the values in 6M11 (rotation of 10.7% of the capital and 3.4 million shares traded).
| Summary | 2Q12 | 1Q12 | 4Q11 | 3Q11 | 2Q11 |
|---|---|---|---|---|---|
| Minimum price (€) | 1.89 | 1.99 | 1.70 | 2.26 | 2.58 |
| Maximum price (€) | 2.30 | 2.32 | 2.38 | 2.75 | 3.10 |
| Volume weighted average price (€) | 2.03 | 1.92 | 1.99 | 2.55 | 2.80 |
| Closing price at the end of the Quarter (€) | 1.90 | 2.32 | 2.09 | 2.45 | 2.75 |
| Nr. of shares traded | 1,826,016 | 717,461 | 833,186 | 1,284,390 1,491,268 | |
| Market cap in the last day (M€) | 59.7 | 72.9 | 65.6 | 76.9 | 86.4 |
The results of the first half of 2012 are positive, 17.3% above the middle of the range of the EBITDA Guidance, as a result of the measures implemented in the end of 2011 for the improvement of operating competitiveness. International business now accounts for 33.2% of total business and the weight of services increased to 67.4%. However, we experienced a strong pressure in the product component in Portugal, which explains the negative evolution of Turnover in this semester.
In order to maximize synergies and to increase operating efficiency of the businesses, Novabase decided to reorganize the Digital TV area, by integrating their offerings in the IMS and VC businesses, from the second half of the year. We believe this new model will be able to better meet the specific characteristics of each business, and is more suited to the nature of these operations, maturities and investment needs.
Despite the macroeconomic context, that remains difficult and uncertain, Novabase is committed to compliance with the Guidance for 2012, which in terms of Turnover we consider more challenging, reaffirming as its priorities the international focus and the preservation of the position in the domestic market.
| (Thousands of Euros) (Thousands of Assets Tangible assets 7,693 9,000 Sale of goods Intangible assets 30,335 31,127 Cost of goods sold |
(Thousands of Euros) (Thousands of 35,369 52,551 (30,697) (47,690) 4,672 4,861 |
|---|---|
| Financial investments 1,974 1,786 |
|
| Deferred income tax assets 11,980 12,387 Gross margin |
|
| Other non-current assets 30 - |
|
| Other income | |
| Total Non-Current Assets 52,012 54,300 Services rendered |
73,184 66,577 |
| Supplementary income Supplementary income |
63 101 |
| Inventories 6,776 6,909 Other operating income Trade debtors and accrued income 87,834 99,168 |
345 140 |
| Other debtors and prepaid expenses 22,870 18,523 |
73,592 66,818 |
| Derivative financial instruments 178 245 |
|
| Available-for-sale financial assets 9,953 - |
|
| Cash and cash equivalents 26,105 27,157 |
78,264 71,679 |
| Total Current Assets 153,716 152,002 Other expenses |
|
| External supplies and services | ( ) 28 572) , ( ) 24 898) , |
| Assets for continuing operations 205,728 206,302 Employee benefit expense |
(38,502) (38,686) |
| (Provisions) / Provisions reversal | (701) 614 |
| Assets for discontinued operations - - Other operating expenses |
(223) (511) |
| Total Assets 205,728 206,302 |
(67,998) (63,481) |
| Shareholders' Equity Gross Net Profit (EBITDA) |
10,266 8,198 |
| Share capital 15,701 15,701 Depreciation and amortization |
(2,870) (2,910) |
| Treasury shares (371) (490) |
|
| Share premium 43,560 43,560 Operating Profit (EBIT) |
7,396 5,288 |
| Reserves and retained earnings 33,679 31,206 Financial Gains / (Losses) |
(390) (341) |
| Net profit 4,514 2,651 |
|
| Net Profit before taxes (EBT) | 7,006 4,947 |
| Total Shareholders' Equity 97,083 92,628 Income tax expense |
(1,578) (1,087) |
| Non-controlling interests 10,752 9,811 Non-controlling interests |
(914) (380) |
| Total Equity 107,835 102,439 Attributable Net Profit Attributable Net Profit |
4 514 , 3 480 , |
| Liabilities | |
| Non-current borrowings 8,425 10,500 |
|
| Finance lease liabilities 1,202 1,528 |
|
| Provisions 2,257 1,721 |
|
| Deferred income tax liabilities 100 100 Other information: |
|
| Other non-current liabilities 70 308 |
|
| Total Non-Current Liabilities 12,054 14,157 Turnover |
108,553 119,128 |
| Gross margin from sales % Gross margin from sales Current borrowings 3,909 4,053 EBITDA margin |
13 2 % . 93% . 9.5 % 6.9 % |
| Trade payables 24,292 26,165 EBT % on Turnover |
6.5 % 4.2 % |
| Other creditors and accruals 34,841 36,013 Net profit % on Turnover |
4.2 % 2.9 % |
| Derivative financial instruments 243 461 |
|
| Deferred income 22,209 22,669 |
|
| Total Current Liabilities 85,494 89,361 |
|
| Total Liabilities for cont. operations 97,548 103,518 |
|
| Total Liabilities for discont. operations 345 345 |
|
| Total Liabilities 97,893 103,863 |
|
| Total Equity and Liabilities 205,728 206,302 |
|
| Net Cash 25,134 14,653 |
| 30.06.12 | 31.12.11 | 30.06.12 | 30.06.11 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of | (Thousands of Euros) | (Thousands of | (Thousands of Euros) | |||
| Assets | ||||||
| Tangible assets | 7,693 | 9,000 | Sale of goods | 35,369 | 52,551 | |
| Intangible assets | 30,335 | 31,127 | Cost of goods sold | (30,697) | (47,690) | |
| Financial investments | 1,974 | 1,786 | ||||
| Deferred income tax assets | 11,980 | 12,387 | Gross margin | 4,672 | 4,861 | -3.9 % |
| Other non-current assets | 30 | - | ||||
| Other income | ||||||
| Total Non-Current Assets | 52,012 | 54,300 | Services rendered | 73,184 | 66,577 | |
| Supplementary income Supplementary income |
63 | 101 | ||||
| Inventories | 6,776 | 6,909 | Other operating income | 345 | 140 | |
| Trade debtors and accrued income | 87,834 | 99,168 | ||||
| Other debtors and prepaid expenses | 22,870 | 18,523 | 73,592 | 66,818 | ||
| Derivative financial instruments | 178 | 245 | ||||
| Available-for-sale financial assets | 9,953 | - | ||||
| Cash and cash equivalents | 26,105 | 27,157 | 78,264 | 71,679 | ||
| Total Current Assets | 153,716 | 152,002 | Other expenses | |||
| External supplies and services | ( ) 28 572) , |
( ) 24 898) , |
||||
| Assets for continuing operations | 205,728 | 206,302 | Employee benefit expense | (38,502) | (38,686) | |
| (Provisions) / Provisions reversal | (701) | 614 | ||||
| Assets for discontinued operations | - | - | Other operating expenses | (223) | (511) | |
| Total Assets | 205,728 | 206,302 | (67,998) | (63,481) | ||
| Shareholders' Equity | Gross Net Profit (EBITDA) | 10,266 | 8,198 | 25.2 % | ||
| Share capital | 15,701 | 15,701 | Depreciation and amortization | (2,870) | (2,910) | |
| Treasury shares | (371) | (490) | ||||
| Share premium | 43,560 | 43,560 | Operating Profit (EBIT) | 7,396 | 5,288 | 39.9 % |
| Reserves and retained earnings | 33,679 | 31,206 | Financial Gains / (Losses) | (390) | (341) | |
| Net profit | 4,514 | 2,651 | ||||
| Net Profit before taxes (EBT) | 7,006 | 4,947 | 41.6 % | |||
| Total Shareholders' Equity | 97,083 | 92,628 | Income tax expense | (1,578) | (1,087) | |
| Non-controlling interests | 10,752 | 9,811 | Non-controlling interests | (914) | (380) | |
| Total Equity | 107,835 | 102,439 | ||||
| Attributable Net Profit Attributable Net Profit |
4 514 , | 3 480 , | 29 7 % . | |||
| Liabilities | ||||||
| Non-current borrowings | 8,425 | 10,500 | ||||
| Finance lease liabilities | 1,202 | 1,528 | ||||
| Provisions | 2,257 | 1,721 | ||||
| Deferred income tax liabilities | 100 | 100 | Other information: | |||
| Other non-current liabilities | 70 | 308 | ||||
| Total Non-Current Liabilities | 12,054 | 14,157 | Turnover | 108,553 | 119,128 | -8.9 % |
| Gross margin from sales % Gross margin from sales |
13 2 % . | 93% . | ||||
| Current borrowings | 3,909 | 4,053 | EBITDA margin | 9.5 % | 6.9 % | |
| Trade payables | 24,292 | 26,165 | EBT % on Turnover | 6.5 % | 4.2 % | |
Novabase S G P S S A Public Company Stock Code BVL: NBA IN Novabase S.G.P.S., S.A. Public Company - Stock Code BVL: NBA.INShare Capital 15 700 697 00 Euros Corporate Registration CRCL N º 1495 Share Capital 15,700,697.00 Euros - Corporate Registration CRCL N.º
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
| Business | Digital | Venture | ||||
|---|---|---|---|---|---|---|
| Solutions | IMS | TV | Capital | NOVABASE | ||
| Sale of goods | 282 | 21,259 | 13,828 | - | 35,369 | |
| Cost of goods sold | (107) | (18,616) | (11,974) | - | (30,697) | |
| G i ross margin |
175 | 2 643 , | 1 854 , | - | 4 672 , | |
| Other income | - | - | - | - | - | |
| Services rendered | 50,015 | 15,233 | 5,989 | 1,947 | 73,184 | |
| Supplementary income and subsidies | 61 | - | - | 2 | 63 | |
| Other operating income | 282 | 51 | 11 | 1 | 345 | |
| 50,358 | 15,284 | 6,000 | 1,950 | 73,592 | ||
| - 50 533 , |
- 17 927 , |
- 7 854 , |
- 1 950 , |
- 78 264 , |
||
| Other expenses | - | - | - | - | - | |
| External supplies and services | (16,295) | (8,090) | (3,706) | (481) | (28,572) | |
| Employee benefit expense | (27,281) | (6,694) | (3,734) | (793) | (38,502) | |
| (Provisions) / Provisions reversal | 31 | (199) | (533) | - | (701) | |
| Other operating expenses | (106) | (96) | (11) | (10) | (223) | |
| - (43,651) |
- (15,079) |
- (7,984) |
- (1,284) |
- (67,998) |
||
| Gross Net Profit (EBITDA) | - 6,882 |
- 2,848 |
- (130) |
- 666 |
- 10,266 |
|
| Depreciation and amortization | - (1,797) |
- (675) |
- (313) |
- (85) |
- (2,870) |
|
| Operating Profit (EBIT) | 5,085 | 2,173 | (443) | 581 | 7,396 | |
| Financial Gains / (Losses) | - (190) |
- (204) |
- (32) |
- 36 |
- (390) |
|
| Net Profit / (Loss) before Taxes (EBT) | 4,895 | 1,969 | (475) | 617 | 7,006 | |
| Income tax expense | - (894) |
- (663) |
- 91 |
- (112) |
- (1,578) |
|
| Non-controlling interests | (692) | (76) | - | (146) | (914) | |
| Attributable Net Profit / (Loss) | 3,309 - |
1,230 - |
(384) - |
359 - |
4,514 - |
|
| Other information : | ||||||
| Turnover | 50,297 | 36,492 | 19,817 | 1,947 | 108,553 | |
| EBITDA | 6,882 | 2,848 | (130) | 666 | 10,266 | |
| EBITDA % on Turnover | 13.7% | 7.8% | -0.7% | 34.2% | 9.5% | |
| EBT % on Turnover | 9.7% | 5.4% | -2.4% | 31.7% | 6.5% |
Shareholdings of Members of the Corporate and Supervisory Boards (pursuant to Article 447/5 of the Company Code) 1
| # | % | |
|---|---|---|
| Shareholders | Shares | Capital and voting rights |
| José Afonso Oom Ferreira de Sousa | 2,514,947 | 8.01% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 6.91% |
| Luís Paulo Cardoso Salvado | 2,079,592 | 6.62% |
| João Nuno da Silva Bento | 1,899,799 | 6.05% |
| Rogério dos Santos Carapuça | 1,884,787 | 6.00% |
| Álvaro José da Silva Ferreira | 1,370,969 | 4.37% |
| Nuno Carlos Dias dos Santos Fórneas | 122,757 | 0.39% |
| Paulo Jorge de Barros Pires Trigo | 50,000 | 0.16% |
| Manuel Alves Monteiro | 9,000 | 0.03% |
| Luís Mira Amaral | 6,305 | 0.02% |
| João Luís Correia Duque | 500 | 0.00% |
| Total | 12,109,335 | 38.56% |
Shareholdings and Qualified Holdings (pursuant to Article 448/4 of the Company Code and Article 16 of the Securities Code - 'CVM') 1
| # | # | % | |
|---|---|---|---|
| Shareholders | Shares partial | Shares | Capital and voting rights |
| Partbleu, Sociedade Gestora de Participações Sociais, SA | 3,180,444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA Espírito Santo Fundo de Pensões, SA Members of the Corporate Boards |
1,792,144 1,050,000 60 |
||
| Grupo Banco Espírito Santo, SA (pursuant to Article 20/1 of CVM) | 2,842,204 | 9.05% | |
| José Afonso Oom Ferreira de Sousa | 2,514,947 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2,079,592 | 6.62% | |
| João Nuno da Silva Bento | 1,899,799 | 6.05% | |
| Rogério dos Santos Carapuça | 1,884,787 | 6.00% | |
| Fernando Fonseca Santos | 1,575,020 | 5.02% | |
| Fundo Santander Acções Portugal Fundo Santander PPA Fundo Santander Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, |
1,413,967 138 786 138,786 |
||
| SA (pursuant to Article 20/1 of CVM) | 1,552,753 | 4.94% | |
| Álvaro José da Silva Ferreira | 1,370,969 | 4.37% | |
| Caixagest Acções Portugal Caixagest PPA |
209,382 467,332 |
||
| Caixagest — Técnicas de Gestão de Fundos, SA (pursuant to Article 20/1 of CVM) | 676,714 | 2.16% | |
| IBIM2 Ltd | 648,486 | 2.07% | |
| Total | 22,396,394 | 71.32% |
1 Shareholding of each Shareholder corresponds to the last position disclosed to the Company before 30 June 2012.
List of Management Transactions (pursuant to Article 14/6 and 14/7 of the Portuguese Securities Commission Regulation nº 5/2008)
| Director | # | € | ||||
|---|---|---|---|---|---|---|
| Transaction | Date | Time | Location | Shares | Share price | |
| Álvaro José da Silva Ferreira | Acquisition | 16-02-2012 | 10:08:04 | Euronext Lisbon | 20,000 | 2.17 |
| Nuno Carlos Dias dos Santos Fórneas | Acquisition | 02-04-2012 | - | Over-the-Counter | 15,405 | 2.79 |
| Nuno Carlos Dias dos Santos Fórneas | Acquisition | 02-04-2012 | - | Over-the-Counter | 4,028 | 2.32 |
| Luís Paulo Cardoso Salvado | Acquisition | 11-05-2012 | 16:29:08 | Euronext Lisbon | 12,500 | 2.15 |
| Luís Paulo Cardoso Salvado | Acquisition | 14-05-2012 | 15:27:15 | Euronext Lisbon | 14,045 | 2.13 |
| Luís Paulo Cardoso Salvado | Acquisition | 15-05-2012 | 09:50:15 | Euronext Lisbon | 35,000 | 2.16 |
| Álvaro José da Silva Ferreira | Acquisition | 11-05-2012 | 16:29:08 | Euronext Lisbon | 12,500 | 2.15 |
| Álvaro José da Silva Ferreira | Acquisition | 14-05-2012 | 15:27:15 | Euronext Lisbon | 14,046 | 2.13 |
| Álvaro José da Silva Ferreira | Acquisition | 15-05-2012 | 09:50:15 | Euronext Lisbon | 35,000 | 2.16 |
| Álvaro José da Silva Ferreira | Acquisition | 22-06-2012 | 15:52:34 | Euronext Lisbon | 100,000 | 1.91 |
| Total | 262,524 |
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 | 2,079,592 | 6.62% |
| Álvaro José da Silva Ferreira | 1,370,969 | 4.37% |
| Nuno Carlos Dias dos Santos Fórneas | 122,757 | 0.39% |
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 | 02-04-2012 | Over-the-Counter | 26,018 | 2.79 |
| Transfer | 02-04-2012 | Over-the-Counter | 24,539 | 2.79 |
| Transfer | 02-04-2012 | Over-the-Counter | 24,170 | 2.79 |
| Transfer | 02-04-2012 | Over-the-Counter | 15,405 | 2.79 |
| Transfer | 02-04-2012 | Over-the-Counter | 4,348 | 3.81 |
| Transfer | 02-04-2012 | Over-the-Counter | 4,348 | 3.81 |
| Transfer | 02-04-2012 | Over-the-Counter | 348 | 3.81 |
| Transfer | 02-04-2012 | Over-the-Counter | 5,493 | 3.81 |
| Transfer | 02-04-2012 | Over-the-Counter | 1,831 | 3.81 |
| Transfer | 02-04-2012 | Over-the-Counter | 24,826 | 3.68 |
| Transfer | 02-04-2012 | Over-the-Counter | 12,413 | 3.68 |
| Transfer | 02-04-2012 | Over-the-Counter | 12,413 | 3.68 |
| Transfer | 02-04-2012 | Over-the-Counter | 12,413 | 3.68 |
| Transfer | 02-04-2012 | Over-the-Counter | 6,804 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 6,417 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 6,321 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 4,028 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 1,137 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 1,137 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 91 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 1,436 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 478 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 6,493 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 3,246 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 3,246 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 3,246 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 3,606 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 3,005 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 3,606 | 2.32 |
| Transfer | 02-04-2012 | Over-the-Counter | 10,852 | 2.32 |
| Transfer | 25-05-2012 | Over-the-Counter | 594 | 2.07 |
| Transfer | 25-05-2012 | Over-the-Counter | 2,971 | 2.07 |
| Transfer | 25-05-2012 | Over-the-Counter | 155 | 2.07 |
| Transfer | 25-05-2012 | Over-the-Counter | 777 | 2.07 |
| Total | 238,211 |
At 31 December 2011, Novabase S.G.P.S. held 980,527 own shares, representing 3.12% of its share capital.
During 1st half 2012, the company transferred 238,211 own shares at the average price of 2.95 euros.
Own shares transfers were used in the settlement of acquisitions to non-controlling interests occurred in 2008 and in 2010 and as bonuses to employees.
At 30 June 2012, Novabase S.G.P.S. held 742,316 own shares, representing 2.36% of its share capital.
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NOVABASE S.G.P.S., S.A.
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| I. | 2012 | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June | 5 |
|---|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2012 | 6 | ||
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2012 | 7 | ||
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2012 | 8 | ||
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2012 | 9 | ||
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2012 | 10 | |
| Note 1. General information | 10 | ||
| Note 2. Significant accounting policies | 10 | ||
| Note 3. Critical accounting estimates and judgements | 11 | ||
| Note 4. Seasonality | 11 | ||
| Note 5. Segment information | 11 | ||
| Note 6 | Note 6. Business Business combinations |
11 | |
| Note 7. Property, plant and equipment and intagible assets | 12 | ||
| Note 8. Deferred income tax assets and liabilities | 12 | ||
| Note 9. Trade and other receivables | 13 | ||
| Note 10. Cash and cash equivalents | 14 | ||
| Note 11. Reserves and retained earnings | 14 | ||
| Note 12. Non-controlling interests | 14 | ||
| Note 13. Borrowings | 14 | ||
| Note 14. Provisions | 15 | ||
| Note 15 Note 15. Trade and other payables Trade and other |
16 | ||
| Note 16. Other gains/(losses) - net | 16 | ||
| Note 17. Income tax expense | 16 | ||
| Note 18. Earnings per share | 17 | ||
| Note 19. Related-party transactions | 17 | ||
| Note 20. Contingencies | 17 | ||
| Note 21. Events after the reporting period | 18 | ||
| Note 22. Note added for translation | 18 | ||
| II. | 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 2012
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.12 | 31.12.11 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 7 | 7,693 | 9,000 |
| Intangible assets | 7 | 30,335 | 31,127 |
| Investments in associates | 1,809 | 1,621 | |
| Available-for-sale financial assets | 165 | 165 | |
| Deferred income tax assets | 8 | 11,980 | 12,387 |
| Other non-current assets | 30 | - | |
| Total Non-Current Assets | 52,012 | 54,300 | |
| Current Assets | |||
| Inventories | 6,776 | 6,909 | |
| Trade and other receivables | 9 | 80,127 | 92,830 |
| Accrued income | 19,902 | 16,414 | |
| Income tax receivable | 2,633 | 3,211 | |
| Derivative financial instruments | 178 | 245 | |
| Other current assets | 8,042 | 5,236 | |
| Available-for-sale financial assets | 9,953 | - | |
| Cash and cash equivalents Cash and cash Total Current Assets |
10 | 26 105 , 153,716 |
27 157 , 152,002 |
| Assets for discontinued operations | - | - | |
| Total Assets | 205,728 | 206,302 | |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (371) | (490) | |
| Sh i are premium |
43 560 , | 43 560 , | |
| Reserves and retained earnings Profit for the period |
11 | 33,679 4,514 |
31,206 2,651 |
| Total Equity attributable to owners of the parent | 97,083 | 92,628 | |
| Non-controlling interests | 12 | 10,752 | 9,811 |
| Total Equity | 107,835 | 102,439 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 13 | 9,627 | 12,028 |
| Provisions | 14 | 2,257 | 1,721 |
| Deferred income tax liabilities | 8 | 100 | 100 |
| Other non-current liabilities | 70 | 308 | |
| Total Non-Current Liabilities | 12,054 | 14,157 | |
| Current Liabilities | |||
| Borrowings | 13 | 5,010 | 5,279 |
| Trade and other payables | 15 | 57,999 | 60,935 |
| Income tax payable | 33 | 17 | |
| Derivative financial instruments | 243 | 461 | |
| Deferred income and other current liabilities | 22,209 | 22,669 | |
| Total Current Liabilities | 85,494 | 89,361 | |
| Liabilities for discontinued operations | 345 | 345 | |
| T t l Li biliti Total Liabilities |
97 893 , | 103 863 103,863 | |
| Total Equity and Liabilities | 205,728 | 206,302 |
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 | 30.06.12 | 30.06.11 | 30.06.12 | 30.06.11 | |
| Sales | 5 | 35,369 | 52,551 | 16,946 | 26,740 |
| Services rendered | 5 | 73,184 | 66,577 | 37,937 | 33,087 |
| Cost of sales | (30,697) | (47,690) | (13,487) | (24,464) | |
| External supplies and services | (28,572) | (24,898) | (16,859) | (13,496) | |
| Employee benefit expense | (38,502) | (38,686) | (18,854) | (19,044) | |
| Other gains/(losses) - net | 16 | (516) | 344 | (676) | 524 |
| Depreciation and amortisation | (2,870) | (2,910) | (1,419) | (1,501) | |
| Operating Profit | 7,396 | 5,288 | 3,588 | 1,846 | |
| Finance income | 2,640 | 2,187 | 1,709 | 1,135 | |
| Finance costs | (2,888) | (2,494) | (1,829) | (1,511) | |
| Share of (loss)/profit of associates | (142) | (34) | (46) | 12 | |
| Profit Before Income Tax | 7,006 | 4,947 | 3,422 | 1,482 | |
| Income tax expense | 17 | (1,578) | (1,087) | (757) | (324) |
| Profit for the period | 5,428 | 3,860 | 2,665 | 1,158 | |
| Other comprehensive income for the period | - | - | - | - | |
| Total comprehensive income for the period | 5,428 | 3,860 | 2,665 | 1,158 | |
| Profit attributable to: | |||||
| Owners of the parent | 4,514 | 3,480 | 2,002 | 1,238 | |
| Non-controlling interests | 12 | 914 | 380 | 663 | (80) |
| 5,428 | 3,860 | 2,665 | 1,158 | ||
| Total comprehensive income attributable to: | |||||
| Owners of the parent | 4,514 | 3,480 | 2,002 | 1,238 | |
| Non-controlling interests | 12 | 914 | 380 | 663 | (80) |
| 5,428 | 3,860 | 2,665 | 1,158 | ||
| Earning p ser share |
|||||
| attributable to owners of the parent (Euros per share) | |||||
| Basic earnings per share | 18 | 0.15 Euros | 0.11 Euros | 0.07 Euros | 0.04 Euros |
| Diluted earnings per share | 18 | 0.15 Euros | 0.11 Euros | 0.07 Euros | 0.04 Euros |
| 6 M * - period of 6 months ended 3 M * - period of 3 months ended |
THE ACOUNTANT THE BOARD OF DIRECTORS
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Stock | Reserves | Non | ||||||
| Share | Treasury | Share | Legal | options and retained-controlling | Total | ||||
| capital | shares | premium | reserves | reserves | earnings | interests | Equity | ||
| Balance at 1 January, 2011 | 15,701 | (603) | 43,560 | 2,365 | 1,076 | 30,675 | 5,724 | 98,498 | |
| Total comprehensive income for the period | - | - | - | - | - | 3,480 | 380 | 3,860 | |
| Transactions with owners | |||||||||
| Dividends | 11 | - | - | - | - | - | (3,955) | - | (3,955) |
| Legal reserve | - | - | - | 140 | - | (140) | - | - | |
| Treasury shares movements | - | 113 | - | - | - | 625 | - | 738 | |
| Share-based payments | - | - | - | - | 166 | - | - | 166 | |
| Foreign currency translation reserve | - | - | - | - | - | 4 | 4 | 8 | |
| Transactions with owners | - | 113 | - | 140 | 166 | (3,466) | 4 | (3,043) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | (7) | - | (7) | |
| Balance at 30 June, 2011 | 15,701 | (490) | 43,560 | 2,505 | 1,242 | 30,682 | 6,108 | 99,308 | |
| Balance at 1 January, 2012 | 15,701 | (490) | 43,560 | 2,505 | 1,407 | 29,945 | 9,811 | 102,439 | |
| Total comprehensive income for the period | - | - | - | - | - | 4,514 | 914 | 5,428 | |
| Transactions with owners | |||||||||
| Dividends | 11 | - | - | - | - | - | (920) | - | (920) |
| Legal reserve | - | - | - | 537 | - | (537) | - | - | |
| Treasury shares movements | - | 119 | - | - | - | 584 | - | 703 | |
| Share-based payments (a) | - | - | - | - | (1,459) | 1,459 | - | - | |
| Share-based payments | - | - | - | - | 133 | - | - | 133 | |
| Foreign currency translation reserve | - | - | - | - | - | 25 | 27 | 52 | |
| Transactions with owners | - | 119 | - | 537 | (1,326) | 611 | 27 | (32) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 30 June, 2012 | 15,701 | (371) | 43,560 | 3,042 | 81 | 35,070 | 10,752 | 107,835 |
(a) Transfer of the balance of share options fully vested.
THE ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | ||||||
|---|---|---|---|---|---|---|
| 6 M * | 3 M * | |||||
| Note | 30 06 12 30.06.12 | 30 06 11 30.06.11 | 30 06 12 30.06.12 | 30 06 11 30.06.11 | ||
| Cash flows from operating activities | ||||||
| Net Cash generated / (used) in operating activities | 15,798 | 396 | 8,894 | (1,625) | ||
| Cash flows from investing activities | ||||||
| Receipts: | ||||||
| Proceeds on disposal of subsidiaries and associates | - | 3 | - | 3 | ||
| Loan repayments received from associates | 243 | 414 | 228 | 414 | ||
| Proceeds on disposal of property, plant and equipment Interest received Interest received |
1 408 |
- 393 |
1 204 |
- 180 |
||
| 652 | 810 | 433 | 597 | |||
| Payments: Acquisition of subsidiaries and associates |
(460) | (338) | (460) | (264) | ||
| Loans granted to associates | (1,972) | (94) | (1,595) | - | ||
| Purchases of available-for-sale financial assets | (9,953) | - | (9,953) | - | ||
| Purchases of property, plant and equipment | (354) | (940) | (282) | (385) | ||
| Purchases of intangible assets | (233) | (1,290) | (182) | (1,207) | ||
| (12,972) | (2,662) | (12,472) | (1,856) | |||
| Net Cash used in investing activities | (12,320) | (1,852) | (12,039) | (1,259) | ||
| Cash flows from financing activities | ||||||
| Receipts: | ||||||
| Proceeds from borrowings | - | 2,393 | - | 2,081 | ||
| - | 2,393 | - | 2,081 | |||
| Payments: | ||||||
| Repayments of borrowings | (2,219) | (1,320) | (1,204) | (815) | ||
| Dividends paid Dividends |
11 | (920) | (3,955) (3,955) | (920) | (3,955) | |
| Payment of finance lease liabilities | (837) | (886) | (419) | (483) | ||
| Interest paid | (553) | (430) | (260) | (181) | ||
| (4,529) | (6,591) | (2,803) | (5,434) | |||
| Net Cash used in financing activities | (4,529) | (4,198) | (2,803) | (3,353) | ||
| Cash, cash equivalents and bank overdrafts at beginning of period | 27,157 | 27,057 | 32,032 | 27,618 | ||
| Net decrease in cash, q cash equivalents and bank overdratfs |
(, ) 1 051 |
(, ) 5 654 |
(, ) 5 948 |
(, ) 6 237 |
||
| Effect from exchange rate fluctuations on cash held | (1) | (29) | 21 | (7) | ||
| Cash, cash equivalents and bank overdrafts at end of period | 10 | 26,105 | 21,374 | 26,105 | 21,374 | |
| 6 M * - period of 6 months ended |
3 M * - period of 3 months ended
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 23, 2012. 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 2012 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 2011, 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 2011, 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 2012.
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 2011.
The activity of Business Solutions and IMS is usually lower in 3rd quarter due to holiday period.
| Business | Digital | Venture | |||
|---|---|---|---|---|---|
| Solutions | IMS | TV | Capital | NOVABASE | |
| At 30 June 2011 | |||||
| Total segment Sales and services rendered | 74,582 | 52,340 | 29,414 | 1,266 | 157,602 |
| Inter-segment Sales and services rendered | 29,936 | 6,100 | 1,895 | 543 | 38,474 |
| Sales and services rendered | 44,646 | 46,240 | 27,519 | 723 | 119,128 |
| Depreciation and amortisation | (1,791) | (677) | (348) | (94) | (2,910) |
| Operating profit/(loss) | 3,564 | 1,668 | 753 | (697) | 5,288 |
| Finance costs – net | 57 | (271) | (75) | (18) | (307) |
| Share of (loss)/profit of associates | (13) | - | - | (21) | (34) |
| Income tax expense | (450) | (1,577) | 873 | 67 | (1,087) |
| Profit/(Loss) from operations | 3,158 | (180) | 1,551 | (669) | 3,860 |
| Other information: | |||||
| (Provisions) / Provisions reversal | (53) | 520 | 147 | - | 614 |
| At 30 June 2012 | |||||
| Total segment Sales and services rendered | 83,525 | 43,226 | 21,359 | 2,484 | 150,594 |
| Inter-segment Sales and services rendered | 33,228 | 6,734 | 1,542 | 537 | 42,041 |
| Sales and services rendered | 50,297 | 36,492 | 19,817 | 1,947 | 108,553 |
| Depreciation and amortisation | (1,797) | (675) | (313) | (85) | (2,870) |
| Operating profit/(loss) | 5,085 | 2,173 | (443) | 581 | 7,396 |
| Finance costs – net | (70) | (204) | (32) | 58 | (248) |
| Share of (loss)/profit of associates | (120) | - | - | (22) | (142) |
| Income tax expense | (894) | (663) | 91 | (112) | (1,578) |
| Profit/(Loss) from operations | 4,001 | 1,306 | (384) | 505 | 5,428 |
| Other information: | |||||
| (Provisions) / Provisions reversal | 31 | (199) | (533) | - | (701) |
In the end of the 1st half of 2012, the Group acquired 100% of the share capital of Binómio, a company specialising in financial assets management solutions, for an amount indexed to its future performance. This investment is part of Novabase's growth strategy for the Financial Services sector. Binómio holds a paramount position in Portugal with insurance and pension management companies. It also has customers in the PALOPs (African Portuguese Speaking Countries), namely in Angola. This company was included in consolidation by full method, and affecting Business Solutions segment.
The total consideration of EUR 206 thousand corresponds to a contingent consideration, with an initial advanced payment of EUR 136 thousand, paid in cash, and an amount of EUR 70 thousand to be paid until 2017, depending on future goals to be achieved by the subsidiary in terms of Free Cash Flow.
The goodwill arising from this acquisition, of EUR 249 thousand, is attributable mainly to access to the highly skilled workforce of Binómio in that market.
The consideration paid for Binómio, and the amounts of assets acquired and liabilities assumed recognised at the acquisition date, are detailed as follows:
| Jun-12 | |
|---|---|
| Consideration | |
| Advanced payment in cash | 136 |
| Remaining contingent consideration | 70 |
| Total consideration | 206 |
| Fair value | |
| Recognised amounts of identifiable assets acquired and liabilities assumed | |
| Property, plant and equipment and Intangible assets | 30 |
| Deferred income tax assets | 15 |
| Trade and other receivables | 84 |
| Accrued income | 7 |
| Cash and cash equivalents | 6 |
| Trade and other payables | (153) |
| Deferred income | (32) |
| Total identifiable net assets | (43) |
| Goodwill | 249 |
| 206 |
During the periods ended at 30 June 2012 and 30 June 2011, the movements in the net book value of property, plant and equipment and intagible assets, were as follows:
| Property, plant Intangible |
||
|---|---|---|
| and equipment | assets | |
| Net book value at 1 January 2011 | 9,836 | 31,229 |
| Acquisitions / increases | 1,957 | 1,382 |
| Write off's / disposals | (71) | - |
| Change in consolidation universe | 7 | - |
| Exchange differences | (15) | - |
| Depreciation and amortisation | (1,691) | (1,219) |
| Net book value at 30 June 2011 | 10,023 | 31,392 |
| Net book value at 1 January 2012 | 9,000 | 31,127 |
| Acquisitions / increases | 540 | 481 |
| Write off's / disposals | (283) | - |
| Change in consolidation universe | 27 | 3 |
| Exchange differences | 3 | - |
| Depreciation and amortisation | (1,594) | (1,276) |
| Net book value at 30 June 2012 | 7,693 | 30,335 |
The movement in the deferred income tax assets was as follows:
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January | 12,387 | 10,396 |
| Change in consolidation universe | 15 | 19 |
| Reclassifications | - | (30) |
| Exchange differences | (6) | 2 |
| Discontinued operations | - | 592 |
| Profit or loss charge | (416) | 1,408 |
| Balance at the end of the period | 11,980 | 12,387 |
The movement in the deferred income tax liabilities was as follows:
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January Profit or loss charge |
100 - |
909 (809) |
| Balance at the end of the period | 100 | 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 2011 | 2,372 | 6,350 | 1,674 | 10,396 |
| Profit or loss charge | (51) | 1,340 | 119 | 1,408 |
| Reclassifications | (30) | - | - | (30) |
| Change in consolidation universe | 19 | - | - | 19 |
| Exchange differences | 2 | - | - | 2 |
| Discontinued operations | 592 | - | - | 592 |
| Balance at 31 December 2011 | 2,904 | 7,690 | 1,793 | 12,387 |
| Profit or loss charge | (546) | 125 | 5 | (416) |
| Change in consolidation universe | 15 | - | - | 15 |
| Exchange differences | (6) | - | - | (6) |
| Balance at 30 June 2012 | 2,367 | 7,815 | 1,798 | 11,980 |
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Trade receivables | 70,970 | 85,608 |
| Allowance for impairment of trade receivables | (3,038) | (2,854) |
| 67,932 | 82,754 | |
| Prepayments to suppliers | 689 | 546 |
| Employees | 272 | 133 |
| Value added tax | 327 | 650 |
| Receivables from related parties (note 19) | 2,356 | 597 |
| Financial investments disposal | 149 | 146 |
| Receivables from financed projects | 3,004 | 3,040 |
| Capital subscribers of FCR NB Capital Inovação e Internacionalização | 3,850 | 3,850 |
| Other receivables | 5,153 | 4,775 |
| Allowance for impairment of other receivables | (3,605) | (3,661) |
| 12,195 | 10,076 | |
| 80,127 | 92,830 |
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.12 | 31.12.11 | 30.06.12 | 31.12.11 | 30.06.12 | 31.12.11 | |
| Balance at 1 January | 2,854 | 2,012 | 3,661 | 3,442 | 6,515 | 5,454 |
| Change in consolidation universe | 7 | 62 | - | - | 7 | 62 |
| Impairment | 256 | 988 | - | 218 | 256 | 1,206 |
| Impairment reversal | (4) | (208) | (55) | - | (59) | (208) |
| Recovery of bad debts | - | - | - | 1 | - | 1 |
| Exchange differences | - | - | (1) | - | (1) | - |
| Write off's | (75) | - | - | - | (75) | - |
| 3,038 | 2,854 | 3,605 | 3,661 | 6,643 | 6,515 |
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 30.06.12 | 31.12.11 | |
|---|---|---|
| - Cash | 39 | 24 |
| - Short term bank deposits | 26,066 | 27,133 |
| Cash and cash equivalents | 26,105 | 27,157 |
| - Overdrafts | - | - |
| 26,105 | 27,157 |
In the annual General Meeting of Shareholders held on 3 May 2012, 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 June, 2012.
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Payment to shareholders Remuneration of the treasury shares held by the Company |
920 22 |
3,955 127 |
| 942 | 4,082 |
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January | 9,811 | 5,724 |
| (*) Change in consolidation universe |
- | 5,500 |
| Dividends paid by Celfocus to non-controlling interests | - | (1,800) |
| Foreign currency translation differences for foreign operations | 27 | 98 |
| Profit attributable to non-controlling interests | 914 | 289 |
| Balance at the end of the period | 10,752 | 9,811 |
(*) In 2011, FCR NB Capital Inovação e Internacionalização was incorporated.
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 8,425 | 10,500 |
| Finance lease liabilities | 1,202 | 1,528 |
| 9,627 | 12,028 | |
| Current | ||
| Bank borrowings | 3,909 | 4,053 |
| Finance lease liabilities | 1,101 | 1,226 |
| 5,010 | 5,279 | |
| Total borrowings | 14,637 | 17,307 |
The periods in which the current bank borrowings will be paid are as follows:
| 30.06.12 | 31.12.11 | |
|---|---|---|
| 6 months or less | 1,834 | 2,269 |
| 6 to 12 months | 2,075 | 1,784 |
| 3,909 | 4,053 |
The maturity of non-current bank borrowings is as follows:
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Between 1 and 2 years Between 2 and 5 years Over 5 years |
3,150 5,275 - |
3,650 6,775 75 |
| 8,425 | 10,500 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.12 | 31.12.11 | |
| Bank borrowings Bank overdrafts |
5.320% N/A |
5.359% N/A |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.12 | 31.12.11 | |
| No later than 1 year | 1,471 | 1,672 |
| Between 1 and 5 years | 1,557 | 2,004 |
| 3,028 | 3,676 | |
| Future finance charges on finance leases | (725) | (922) |
| Present value of finance lease liabilities | 2,303 | 2,754 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 30.06.12 | 31.12.11 | |
| No later than 1 year | 1,101 | 1,226 |
| Between 1 and 5 years | 1,202 | 1,528 |
| 2,303 | 2,754 | |
Movements in provisions are analysed as follows:
| Legal | Other Risks | |||
|---|---|---|---|---|
| Warranties | Claims | and Charges | Total | |
| Balance at 1 January 2011 | 380 | 484 | 769 | 1,633 |
| Additional provisions | 198 | - | 518 | 716 |
| Reversals | (177) | (244) | (727) | (1,148) |
| Reclassifications | 500 | - | - | 500 |
| Change in consolidation universe | - | - | 20 | 20 |
| Balance at 31 December 2011 | 901 | 240 | 580 | 1,721 |
| Additional provisions | 111 | - | 860 | 971 |
| Reversals | (160) | - | (273) | (433) |
| Exchange differences | - | - | (2) | (2) |
| Balance at 30 June 2012 | 852 | 240 | 1,165 | 2,257 |
| 30.06.12 | 31.12.11 | |
|---|---|---|
| Trade payables | 23,191 | 24,939 |
| Remunerations, vacations and vacation and Christmas subsidies | 11,843 | 8,147 |
| Restructuring costs not yet paid | 441 | 546 |
| Bonus | 6,410 | 7,442 |
| Ongoing projects | 5,178 | 3,727 |
| Value added tax | 4,103 | 7,263 |
| Social security contributions | 1,137 | 2,026 |
| Income tax withholding | 1,030 | 1,590 |
| Employees | 121 | 288 |
| Prepayments from trade receivables | 134 | - |
| Acquisition of financial interests to related parties (note 19) | 205 | 714 |
| Acquisition of financial interest in Evolvespace Solutions | 151 | 86 |
| Other accrued expenses | 3,984 | 4,027 |
| Other payables | 71 | 140 |
| 57,999 | 60,935 |
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | (197) | (146) |
| Impairment and impairment reversal of inventories | 34 | 383 |
| Warranties provision | 49 | 25 |
| Provisions for other risks and charges | (587) | 352 |
| Operating subsidies | - | 52 |
| Other operating income and expense | 185 | (322) |
| (516) | 344 |
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:
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Profit before income tax | 7,006 | 4,947 |
| Income tax expense at nominal rate (25%) | 1,752 | 1,237 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (234) | (255) |
| Provisions and amortisations not considered for tax purposes | 104 | 104 |
| Associates' results reported net of tax | 35 | 8 |
| Autonomous taxation | 323 | (220) |
| Losses in companies where no deferred tax is recognised | (154) | (78) |
| Expenses not deductible for tax purposes | (11) | 53 |
| Differential tax rate on companies located abroad | 62 | (48) |
| Research & Development tax benefit | (469) | (4) |
| Municipal surcharge and State surcharge | 99 | 80 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 70 | 208 |
| Other | 1 | 2 |
| Income tax expense | 1,578 | 1,087 |
| 30.06.12 | 30.06.11 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,539,223 | 30,331,298 |
| Stock options adjustment | - | - |
| Adjusted weighted average number of ordinary shares in issue | 30,539,223 | 30,331,298 |
| Profit attributable to owners of the parent | 4,514 | 3,480 |
| Basic earnings per share (Euros per share) | 0.15 Euros | 0.11 Euros |
| Diluted earnings per share (Euros per share) | 0.15 Euros | 0.11 Euros |
For reporting purposes, related-party consider subsidiaries, associates, shareholders with management influence and key elements in the Group management.
i) Key management compensation
| 30.06.12 | 30.06.11 |
|---|---|
| 2,724 | 2,335 166 |
| 2,857 | 2,501 |
| 30.06.12 | 31.12.11 |
| - | 7 |
| - | 7 |
| 133 |
iii) Balances arising from acquisitions of financial interests to related parties (former shareholders)
| Non-current | Current (note 15) | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.12 | 31.12.11 | 30.06.12 | 31.12.11 | 30.06.12 | 31.12.11 | |
| Novabase Consulting SGPS | - | - | - | 306 | - | 306 |
| Novabase A.C.D. | - | 78 | 40 | 109 | 40 | 187 |
| SAF | - | 32 | 32 | 33 | 32 | 65 |
| Novabase International Solutions B.V. | - | 133 | 133 | 266 | 133 | 399 |
| - | 243 | 205 | 714 | 205 | 957 |
| 30.06.12 | 31.12.11 | ||
|---|---|---|---|
| Loan to Novabase Atlântico, SI, S.A. (associate) | 449 | 550 | |
| Loan to Powergrid, Lda (associate) | 550 | - | |
| (*) | Loan to DTV Research, Lda (associate) | 1,310 | - |
| Loans to other shareholders | 47 | 47 | |
| Receivables from related parties (note 9) | 2,356 | 597 |
(*) New investment from FCR NB Capital Inovação e Internacionalização.
Given the disclosed in the annual financial statements for the year 2011, the significant changes in the judicial processes are the following:
Court procedure brought against Novabase S.G.P.S. and Novabase Capital, under which the plaintiff claims the payment of EUR 905 thousand, plus interests accrued until full payment, as well as the payment of the damages it suffered in a value yet to be established within the procedure. Final ruling has been issued by the Court which was totally in favour of the defendants. The Plaintiff has filed an appeal on the decision. The Appeals Court decided in favour of Novabase, wherein the plaintiff filed an appeal to the Supreme Court of Justice. The procedure awaits decision on this appeal.
It was cancelled the procedure brought forward by the Instituto de Gestão Financeira da Segurança Social to Novabase Business Solutions S.A. regarding the alleged absence of payment of social security contributions in the years 2004, 2005, 2006 and 2007, in the amount of EUR 131 thousand.
With the aim of maximizing synergies between all of its businesses, Novabase has decided to reorganize its Digital TV operations. Solutions geared toward TV operators will therefore be included in the Infrastructures & Managed Services (IMS) business. These businesses have similar operations and maturity levels and therefore their integration will lead to an increase in overall efficiency. The System-in-Package (SIP) solutions, however, will be transferred to the Venture Capital business. These offers, strongly supported by R&D and intellectual property investments, will find the appropriate platform for their future development in Novabase Capital, including creation of strategic partnerships and international distribution channels. These changes will come into force at the start of the second half of 2012. Accordingly, Novabase will disclose its results for Business Solutions, Infrastructures & Managed Services and Venture Capital as of the third quarter.
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 31.12.11 |
Transactions | Number of shares held by Board Members at 30.06.12 |
% of shares held by Board Members at 30.06.12 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 31,401,394 | 11,796,811 | 312,524 | 12,109,335 | 38.6% |
| José Afonso Oom Ferreira de Sousa | 2,514,947 | 0 | 2,514,947 | 8.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 0 | 2,170,679 | 6.9% | ||
| Luís Paulo Cardoso Salvado | 2,018,047 | 61,545 | 2,079,592 | 6.6% | ||
| João Nuno da Silva Bento | 1,899,799 | 0 | 1,899,799 | 6.1% | ||
| Rogério dos Santos Carapuça | 1,884,787 | 0 | 1,884,787 | 6.0% | ||
| Álvaro José da Silva Ferreira | 1,189,423 | 181,546 | 1,370,969 | 4.4% | ||
| Nuno Carlos dos Santos Fórneas | 103,324 | 19,433 | 122,757 | 0.4% | ||
| Paulo Jorge de Barros Pires Trigo | 0 | 50,000 | 50,000 | 0.2% | ||
| 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% | ||
| Forward, S.A. | 250,000 € | 250,000 | 100,000 | 0 | 100,000 | 40.0% |
| Miguel Leite Fragoso | 50,000 | 0 | 50,000 | 20.0% | ||
| Nuno Baião dos Santos | 50,000 | 0 | 50,000 | 20.0% | ||
| Manchete, S.A. | 150,000 € | 150,000 | 37,501 | 0 | 37,501 | 25.0% |
| Mª de Fátima da Silva Rebelo | 37,501 | 0 | 37,501 | 25.0% | ||
| FeedZai, S.A. | 90,000 € | 9,000,000 | 5,359,615 | 190,385 | 5,550,000 | 61.7% |
| Nuno Jorge da Cruz Sebastião | 1,700,000 | 0 | 1,700,000 | 18.9% | ||
| Paulo Jorge Pimenta Marques | 1,700,000 | 0 | 1,700,000 | 18.9% | ||
| Pedro Gustavo Santos Rodrigues Bizarro | 1,700,000 | 0 | 1,700,000 | 18.9% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 259,615 | 190,385 | 450,000 | 5.0% | ||
| PowerGrid, Lda | 450,000 € | 450,000 | 50,000 | 0 | 50,000 | 11.1% |
| Nelson David Ferreira Teodoro | 50,000 | 0 | 50,000 | 11.1% |
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NOVABASE S.G.P.S., S.A.
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Under the terms of sub-paragraph c) paragraph 1 of article 246 of the Portuguese Securities Code, the members of the Board of Directors of Novabase S.G.P.S., S.A., below identified declare that to the extent of their knowledge:
(i) the information contained in the condensed consolidated interim financial statements and all other accounting documentation required by law or regulation, regarding the period of six months ended 30 June 2012, 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, 2012
Rogério dos Santos Carapuça (Non-Executive Member, Chairman of the Board of Directors)
Luís Paulo Cardoso Salvado (Executive Member, Chairman of the Executive Committee - CEO)
José Afonso Oom Ferreira de Sousa (Non-Executive Member)
Pedro Miguel Quinteiro Marques de Carvalho (Non-Executive Member)
João Nuno da Silva Bento (Executive Member, Member of the Executive Committee)
Álvaro José da Silva Ferreira (Executive Member, Member of the Executive Committee)
Nuno Carlos Dias dos Santos Fórneas (Executive Member, Member of the Executive Committee)
Francisco Paulo Figueiredo Morais Antunes (Executive Member, Member of the Executive Committee - CFO)
Paulo Jorge de Barros Pires Trigo (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)
(Non-Executive Member, Independent, Member of the Audit Committee) Manuel Fernando Macedo Alves Monteiro
João Luís Correia Duque (Non-Executive Member, Independent, Member of the Audit Committee) (Page left intentionally blank) À
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