Interim / Quarterly Report • Aug 29, 2011
Interim / Quarterly Report
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V - Statement of Compliance
Privileged Information July 28, 2011
Turnover: 119.1 M€ (122.8 M€ in 6M10)
EBITDA: 8.2 M€ (11.6 M€ in 6M10)
Net Profit: 3.5 M€ (7.2 M€ in 6M10)
Net Cash: 13.5 M€ (21.1 M€ in 12M10)
"We set as priorities for 2011 international growth and the preservation of our position in the domestic market. Novabase's results in the first half of 2011 show that we are on the right track in terms of internationalization, but that our domestic business performance is below what we anticipated, due to the worsening of economic conditions in Portugal in recent months.
Turnover was 119 M€, 3% below the amount registered in the same period of the prior year. International growth was significant but failed to compensate for the decrease of the business in the domestic market. Still, outside of Portugal we operated in over 30 countries and grew an impressive 68%. Our international business now accounts for nearly 18% of the total business. In services we also had a positive performance, with an increase of 5%.
On the other hand, EBITDA reached 8.2 M€, a decrease of 30% compared to the same period of last year. This degradation of margin, in part already anticipated from the costs associated to internationalization, is due to the tremendous competitive pressure that continues to affect mainly the product components.
Net Profit stood at 3.5 M€, a 51% decrease compared to the same period of the prior year, primarily penalized by financial results. Cash generation was negative in 7.6 M€, 4 M€ of which were allocated to the dividend paid in June.
Given the significant deterioration in the economic environment in Portugal and the uncertainties as to its evolution, and based on the results now presented, we decided to downgrade our Guidance for 2011. Thus, the new Guidance indicates a Turnover of around 230 M€, with an EBITDA between 14 and 17 M€.
Despite the difficulties that we know that lie ahead, we will remain committed to the priorities outlined for 2011. We will continue to focus on international growth, allocating significant resources to this priority, and to give our best to preserve the domestic business. We feel confident that, in the medium term, this path will maximize the creation of value for the company."
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 (M€)
EBITDA (M€)
EBITDA above the linearized revised annual Guidance of 14-17 M€ and 6.7%: +5.8% above the middle of the range (+0.1 points %).
Net Profit (M€)
Earnings per share (EPS) in 6M11 reached 0.11 euros per share, registering a decrease towards the EPS from the previous year of 0.24 euros per share.
Financial Results reached a net negative value of 0.3 M€, below the net positive value of 0.5 M€ registered in the same period of the prior year, especially due to the recording in 6M11 of foreign exchange gains below those recorded in 6M10 (0.03 M€ which compares to 0.9 M€).
Cash use of 7.6 M€, considering dividends payment, investment in working capital and some acquisitions.
Net cash
In the 6M11, Novabase shows a negative performance in cash generation, although without use of factoring since 6M09. Novabase ended the 6M11 with 13.5 M€ in net cash, which compares to 21.1 M€ in the 12M10.
However, it is to be noted that this cash amount reflects the payment of dividends in the amount of 4.0 M€.
The first half of 2011 was marked by a worsening of the macroeconomic environment in Portugal, which has affected investments in both the public and private sector. The consequences of the economic crisis showed more intensely and led to a degradation of the operating performance of Novabase.
Novabase's management was focused on internationalization and the development of new industries, continuing the effort to maintain the position in the domestic market and to mitigate the conjunctural effects.
In this semester a new offer structure was defined which is even more differentiated and closer to the needs of our customers. Novabase's activity is now structured around six industries (Telecoms & Media, Financial Services, Government & Healthcare, Energy & Utilities, Aerospace & Transportation and Manufacturing & Services) and aggregated into four business areas (Business Solutions - BS, Infrastructures & Managed Services - IMS, Digital TV - DTV - and Venture Capital - VC).
Business Solutions now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services (application outsourcing area) previously considered within Novabase IMS. The table below shows the Turnover and EBITDA for 2009 and 2010 included in Novabase IMS, which moved to the perimeter of Business Solutions in 2011:
| Ticketing & Managed Services | 6M09 | 6M10 |
|---|---|---|
| Turnover (M€) | 4.104 | 4.181 |
| EBITDA (M€) | 0.457 | 0.234 |
The company's activity in the first half of 2011 was also marked by new strategic partnerships and entries on new businesses.
Noteworthy is the partnership that Novabase established with Microsoft, under which the two companies will now deliver a joint offering of productivity solutions for large enterprises, in a cloud computing model. Also, Novabase signed a partnership with FICO (American multinational company specialising in decision support and predictive information analysis technology) to provide top solutions for decision support in Portugal.
Also in the first half of 2011, Novabase strengthened its focus on the Aerospace industry with acquisition of 100% stake in Evolvespace Solutions, which majority business is international in countries such as Germany, UK, France and Italy.
With regard to Venture Capital, it was decided to establish a new venture capital fund 'Novabase Capital Inovação e Internacionalização', up to a total of 11.36 M€. The referred fund will have two specific provisions, with a contribution from the COMPETE Program of 5.0 M€ and the POR Lisboa Program (focused on the Early Stage phase) of 0.5 M€. This initiative is integrated in the NSRF and is cofinanced by the European Union via the ERDF.
Investment in Evolvespace Solutions fits into the internationalization and growth strategy for the Aerospace & Transportation industry.
Investment in Feedzai reinforces the focus on innovative national companies, with strong perspectives of international growth.
Additionally, Novabase announced an investment of 330 thousand euros in FeedZai, being the first project for the new Venture Capital Fund of Novabase. FeedZai was incorporated in 2008 at the University of Coimbra, and it's a Spin-Off of the Carnegie Mellon University - Portugal program, in which Novabase participates as reference industrial partner and co-financier. Financing is made jointly with the venture capital company Ventures ES (Espirito Santo Group). Of the total invested by Novabase, 163.37 thousand euros will come from the COMPETE program, integrated in the NSRF and financed by the European Union via the ERDF.
The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M11, is as follows:
4.9% rise in services, in line with Novabase strategic orientation to increase the added value of its offers.
International business increased 68.4%, reflecting a strong focus on markets outside Portugal.
Of the overall Turnover generated in 6M11, the services rendered represents 55.9%, which compares to 51.7% in 6M10.
Of the 119.1 M€ Turnover, 17.6% is generated outside Portugal, that is 21.0 M€, which compares to the 12.5 M€ registered in 6M10.
Turnover by geography 6M10
Turnover by geography 6M11
Business outside Portugal generated in the Business Solutions area increased to 16.2% of the respective invoicing. In the IMS business area, international sales in 6M11 increased to 22.0% of the respective invoicing. The Digital TV area increased its international business, which represents 13.7% of the respective invoicing.
Average number of
support the services
growth.
Novabase had on average, in the 6M11, 2,125 employees, which represents an increase of 9.0% compared to the 6M10 (1,950) and of 6.1% compared to FY10 (2,003).
Employee breakdown by business area, in 6M11, is as follows:
BS evolution reflects the conjunctural pressure on prices and, occasionally, the reduction in the allocation rates.
IMS evolution is mainly due to the pressure on prices, despite the growth in services and international sales. This area should be analysed for more extended periods of time.
DTV evolution reflects the pressure on prices in the product sales component in Portugal, partially offset by the international business growth and by the execution of projects with higher added value. This area should be analysed for more extended periods of time.
EBITDA Digital TV (M€)
Global Turnover in this area reached 0.7 M€, which represents a decrease of 54.3% compared to 6M10.
Venture Capital EBITDA in 6M11 decreased 330.7% year on year (from -0.1 M€ to -0.6 M€), reaching an EBITDA margin of -83.4%.
Novabase share price in 6M11 lost 5.2%, comparing to a 3.5% loss in the PSI20 Index and a 0.1% loss in the EuroStoxx Technology Index.
In this period, a dividend of 0.13€/share was distributed.
to the performance of the subsidiary Collab.
VC results are primarily due
Excluding the dividends payment, the depreciation of Novabase share price would be 0.7%.
When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance in 6M11 was in line with the values of the average performance of other IT.
Average upside of 66.1%, according to the analysts that cover Novabase.
The average price target disclosed by the analysts that cover Novabase is 4.57 euros, with unanimous recommendation to buy.
Rotation in 6M11 represented 10.7% of the capital and 3.4 million shares were traded, below the values that have occurred in 6M10 (rotation of 13.1% of the capital and 4.1 million shares traded).
| Summary | 2Q11 | 1Q11 | 4Q10 | 3Q10 | 2Q10 |
|---|---|---|---|---|---|
| Minimum price (€) | 2.58 | 2.66 | 2.79 | 3.17 | 3.34 |
| Maximum price (€) | 3.10 | 3.21 | 3.37 | 3.46 | 4.45 |
| Volume weighted average price (€) | 2.80 | 2.96 | 3.05 | 3.30 | 3.91 |
| Closing price at the end of the Quarter (€) | 2.75 | 3.10 | 2.90 | 3.20 | 3.44 |
| Nr. of shares traded | 1,491,268 1,883,117 1,948,307 1,000,218 2,194,905 | ||||
| Market cap in the last day (M€) | 86.4 | 97.3 | 91.1 | 100.5 | 108.0 |
This half-year results reflect Novabase' strategic options in internationalization and development of new industries. International growth was expressive, but a substantial degradation of the operating profit occurred given the current context of recession in the domestic market.
Novabase informed the market of the review of Guidance for the year 2011, which is now:
This decision was based on the significant worsening of economic conditions in Portugal, with the consequent impact on results of 6M11, and the uncertainty as to the conjuncture evolution.
Novabase maintains as priorities for 2011 international growth and the preservation of its position in the domestic market.
| 30.06.11 | 31.12.10 | 30.06.11 | 30.06.10 | ||
|---|---|---|---|---|---|
| (Th (Thousands of Euros) d |
f E ) |
(Th d |
(Thousands of Euros) f E ) |
||
| Assets | |||||
| Tangible assets | 10,023 | 9,836 | Sale of goods | 52,551 | 59,307 |
| Intangible assets | 31,392 | 31,229 | Cost of goods sold | (47,690) | (51,820) |
| Financial investments | 1,893 | 1,697 | |||
| Deferred income tax assets | 10,553 | 10,396 | Gross margin | 4,861 | 7,487 |
| Other non-current assets | 72 | 69 | |||
| Other income | |||||
| Total Non-Current Assets | 53,933 | 53,227 | Services rendered | 66,577 | 63,489 |
| S upplementary income l t i |
101 | 365 | |||
| Inventories | 8,353 | 10,403 | Other operating income | 140 | 74 |
| Trade debtors and accrued income | 103,628 | 92,432 | |||
| Other debtors and prepaid expenses | 13,537 | 12,100 | 66,818 | 63,928 | |
| Derivative financial instruments | 345 | 197 | |||
| Cash and cash equivalents | 21,919 | 28,088 | 71,679 | 71,415 | |
| Total Current Assets | 147,782 | 143,220 | Other expenses | ||
| External supplies and services | (24,898) | (22,927) | |||
| Assets for continuing operations Assets for continuing operations |
201 715 201,715 | 196 447 196,447 | Employee benefit expense Employee benefit expense |
(38 686) (38,686) | (36 916) (36,916) |
| (Provisions) / Provisions reversal | 614 | 461 | |||
| Assets for discontinued operations | 65 | 49 | Other operating expenses | (511) | (385) |
| Total Assets | 201,780 | 196,496 | (63,481) | (59,767) | |
| Shareholders' Equity | Gross Net Profit (EBITDA) | 8,198 | 11,648 | ||
| Share capital | 15,701 | 15,701 | Depreciation and amortization | (2,910) | (2,627) |
| Treasury shares | (490) | (603) | |||
| Share premium | 43,560 | 43,560 | Operating Profit (EBIT) | 5,288 | 9,021 |
| Reserves and retained earnings | 30,949 | 21,063 | Financial Gains / (Losses) | (341) | 463 |
| Net profit | 3,480 | 13,053 | Net Profit before taxes (EBT) | 4,947 | 9,484 |
| Total Shareholders' Equity | 93,200 | 92,774 | Income tax expense | (1,087) | (1,888) |
| Non-controlling interests | 6,108 | 5,724 | Non-controlling interests | (380) | (445) |
| Total Equity | 99,308 | 98,498 | |||
| Liabilities | Attributable Net Profit | 3,480 | 7,151 | ||
| Non-current borrowings | 6,004 | 6,200 | |||
| Finance lease liabilities | 1,896 | 1,679 | |||
| Provisions | 1,276 | 1,633 | |||
| Deferred income tax liabilities | 100 | 909 | Other information: | ||
| Other non-current liabilities | 308 | 927 | |||
| Total Non-Current Liabilities | 9,584 | 11,348 | Turnover | 119,128 | 122,796 |
| EBITDA margin | 6.9 % | 9.5 % | |||
| Current borrowings Current borrowings |
5 067 , | 4 272 , | EBT % on Turnover EBT % on |
42% . | 77% . |
| Trade payables | 29,427 | 20,183 | Net profit % on Turnover | 2.9 % | 5.8 % |
| Other creditors and accruals | 36,888 | 38,290 | |||
| Derivative financial instruments | 199 | 353 | |||
| Deferred income | 20,584 | 22,807 | |||
| Total Current Liabilities | 92,165 | 85,905 | |||
| Total Liabilities for cont. operations | 101,749 | 97,253 | |||
| Total Liabilities for discont. operations | 723 | 745 | |||
| Total Liabilities | 102,472 | 97,998 | |||
| Total Equity and Liabilities | 201,780 | 196,496 | |||
| Net Cash | 13,544 | 21,115 | |||
| 30.06.11 | 31.12.10 | 30.06.11 | 30.06.10 | Var. % | ||
|---|---|---|---|---|---|---|
| (Th (Thousands of Euros) d |
f E ) |
(Th (Thousands of Euros) d |
f E ) |
|||
| Assets | ||||||
| Tangible assets | 10,023 | 9,836 | Sale of goods | 52,551 | 59,307 | |
| Intangible assets | 31,392 | 31,229 | Cost of goods sold | (47,690) | (51,820) | |
| Financial investments | 1,893 | 1,697 | ||||
| Deferred income tax assets | 10,553 | 10,396 | Gross margin | 4,861 | 7,487 | -35.1 % |
| Other non-current assets | 72 | 69 | ||||
| Other income | ||||||
| Total Non-Current Assets | 53,933 | 53,227 | Services rendered | 66,577 | 63,489 | |
| S upplementary income l t i |
101 | 365 | ||||
| Inventories | 8,353 | 10,403 | Other operating income | 140 | 74 | |
| Trade debtors and accrued income | 103,628 | 92,432 | ||||
| Other debtors and prepaid expenses | 13,537 | 12,100 | 66,818 | 63,928 | ||
| Derivative financial instruments | 345 | 197 | ||||
| Cash and cash equivalents | 21,919 | 28,088 | 71,679 | 71,415 | ||
| Total Current Assets | 147,782 | 143,220 | Other expenses | |||
| External supplies and services | (24,898) | (22,927) | ||||
| Assets for continuing operations Assets for continuing operations |
201 715 201,715 | 196 447 196,447 | Employee benefit expense Employee benefit expense |
(38 686) (38,686) | (36 916) (36,916) | |
| (Provisions) / Provisions reversal | 614 | 461 | ||||
| Assets for discontinued operations | 65 | 49 | Other operating expenses | (511) | (385) | |
| Total Assets | 201,780 | 196,496 | (63,481) | (59,767) | ||
| Shareholders' Equity | Gross Net Profit (EBITDA) | 8,198 | 11,648 | -29.6 % | ||
| Share capital | 15,701 | 15,701 | Depreciation and amortization | (2,910) | (2,627) | |
| Treasury shares | (490) | (603) | ||||
| Share premium | 43,560 | 43,560 | Operating Profit (EBIT) | 5,288 | 9,021 | -41.4 % |
| Reserves and retained earnings | 30,949 | 21,063 | Financial Gains / (Losses) | (341) | 463 | |
| Net profit | 3,480 | 13,053 | ||||
| Net Profit before taxes (EBT) | 4,947 | 9,484 | -47.8 % | |||
| Total Shareholders' Equity | 93,200 | 92,774 | Income tax expense | (1,087) | (1,888) | |
| Non-controlling interests | 6,108 | 5,724 | Non-controlling interests | (380) | (445) | |
| Total Equity | 99,308 | 98,498 | ||||
| Attributable Net Profit | 3,480 | 7,151 | -51.3 % | |||
| Liabilities | ||||||
| Non-current borrowings | 6,004 | 6,200 | ||||
| Finance lease liabilities | 1,896 | 1,679 | ||||
| Provisions | 1,276 | 1,633 | ||||
| Deferred income tax liabilities | 100 | 909 | Other information: | |||
| Other non-current liabilities | 308 | 927 | ||||
| Total Non-Current Liabilities | 9,584 | 11,348 | Turnover | 119,128 | 122,796 | -3.0 % |
| EBITDA margin | 6.9 % | 9.5 % | ||||
| Current borrowings Current borrowings |
5 067 , | 4 272 , | EBT % on Turnover EBT % on |
42% . | 77% . | |
| Trade payables | 29,427 | 20,183 | Net profit % on Turnover | 2.9 % | 5.8 % | |
| Other creditors and accruals | 36,888 | 38,290 | ||||
| Derivative financial instruments | 199 | 353 | ||||
| Deferred income | 20,584 | 22,807 | ||||
| Total Current Liabilities | 92,165 | 85,905 | ||||
| Total Liabilities for cont. operations | 101,749 | 97,253 | ||||
| Total Liabilities for discont. operations | 723 | 745 | ||||
| Total Liabilities | 102,472 | 97,998 | ||||
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
| Business | Digital | Venture | |||
|---|---|---|---|---|---|
| Solutions | IMS | TV | Capital | NOVABASE | |
| Sale of goods Cost of goods sold |
565 (335) |
32,580 (28,976) |
19,406 (18,379) |
- - |
52,551 (47,690) |
| Gross margin | 230 | 3,604 | 1,027 | - | 4,861 |
| Other income | - | - | - | - | - |
| Services rendered | 44,081 | 13,660 | 8,113 | 723 | 66,577 |
| Supplementary income and subsidies | 93 | - | - | 8 | 101 |
| Other operating income | 79 | 41 | 20 | - | 140 |
| 44,253 | 13,701 | 8,133 | 731 | 66,818 | |
| - 44,483 |
- 17,305 |
- 9,160 |
- 731 |
- 71,679 |
|
| Other expenses | - | - | - | - | - |
| External supplies and services | (12,063) | (8,353) | (4,219) | (263) | (24,898) |
| Employee benefit expense | (26,852) | (6,905) | (3,868) | (1,061) | (38,686) |
| (Provisions) / Provisions reversal | (53) | 520 | 147 | - | 614 |
| Other operating expenses | (160) | (222) | (119) | (10) | (511) |
| - (39,128) - |
- (14,960) - |
- (8,059) - |
- (1,334) - |
- (63,481) - |
|
| Gross Net Profit (EBITDA) | 5,355 | 2,345 | 1,101 | (603) | 8,198 |
| Depreciation and amortization | - (1,791) |
- (677) |
- (348) |
- (94) |
- (2,910) |
| Operating Profit (EBIT) | 3,564 | 1,668 | 753 | (697) | 5,288 |
| Financial Gains / (Losses) | - 44 |
- (271) |
- (75) |
- (39) |
- (341) |
| Net Profit / (Loss) before Taxes (EBT) | 3,608 | 1,397 | 678 | (736) | 4,947 |
| Income tax expense | - (450) |
- (1,577) |
- 873 |
- 67 |
- (1,087) |
| Non-controlling interests | (549) | (11) | - | 180 | (380) |
| Attributable Net Profit / (Loss) | 2,609 - |
(191) - |
1,551 - |
(489) - |
3,480 - |
| Other information : | |||||
| Turnover | 44,646 | 46,240 | 27,519 | 723 | 119,128 |
| EBITDA | 5,355 | 2,345 | 1,101 | (603) | 8,198 |
| EBITDA % on Turnover | 12.0% | 5.1% | 4.0% | -83.4% | 6.9% |
EBT % on Turnover 8.1% 3.0% 2.5% -101.8% 4.2%
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 | 1,918,040 | 6.11% |
| Rogério dos Santos Carapuça | 1,884,787 | 6.00% |
| João Nuno da Silva Bento | 1,799,793 | 5.73% |
| Álvaro José da Silva Ferreira | 953,100 | 3.04% |
| Nuno Carlos Dias dos Santos Fórneas | 103,324 | 0.33% |
| Manuel Alves Monteiro | 9,000 | 0.03% |
| Luís Mira Amaral | 6,305 | 0.02% |
| João Luís Correia Duque | 500 | 0.00% |
| Total | 11,360,475 | 36.18% |
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 1,157,395 100 |
||
| G Grupo Banco Espírito Santo, SA (pursuant to Article 20/1 of B E í it S t SA ( t t A ti l 20/1 f CVM) |
2 949 639 2,949,639 |
9 39% 9.39% |
|
| 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 | 1,918,040 | 6.11% | |
| Rogério dos Santos Carapuça | 1,884,787 | 6.00% | |
| João Nuno da Silva Bento | 1,799,793 | 5.73% | |
| Fernando Fonseca Santos | 1,575,020 | 5.02% | |
| Fundo Santander Acções Portugal Fundo Santander PPA Fundo Santander Acç p ões Europa Fundo Santander Selecção Acções |
1,234,775 191,663 79,128 65,000 |
||
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (pursuant to Article 20/1 of CVM) |
1,570,566 | 5.00% | |
| Álvaro José da Silva Ferreira | 953,100 | 3.04% | |
| Caixagest Acções Portugal Caixagest PPA Caixagest — Técnicas de Gestão de Fundos, SA (pursuant to Article 20/1 of CVM) |
209,382 467,332 |
676,714 | 2.16% |
| Total | 21,193,729 | 67.49% |
1 Shareholding of each Shareholder corresponds to the last position disclosed to the Company before 30 June 2011.
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 |
| Nuno Carlos Dias dos Santos Fórneas | Acquisition | 30-03-2011 | - | Over-the-Counter | 15,405 | 2.94 |
| Nuno Carlos Dias dos Santos Fórneas | Acquisition | 13-04-2011 | - | Over-the-Counter | 2,389 | 2.96 |
| Nuno Carlos Dias dos Santos Fórneas | Acquisition | 18-05-2011 | - | Over-the-Counter | 4,513 | 2.90 |
| Total | 22,307 |
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 |
| Nuno Carlos Dias dos Santos Fórneas | 103,324 | 0.33% |
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 | 28-03-2011 | Over-the-Counter | 26,018 | 2.94 |
| Transfer | 28-03-2011 | Over-the-Counter | 24,539 | 2.94 |
| Transfer | 28-03-2011 | Over-the-Counter | 24,170 | 2.94 |
| Transfer | 28-03-2011 | Over-the-Counter | 15,405 | 2.94 |
| Transfer | 28-03-2011 | Over-the-Counter | 4,312 | 3.83 |
| Transfer | 28-03-2011 | Over-the-Counter | 4,312 | 3.83 |
| Transfer | 28-03-2011 | Over-the-Counter | 2,173 | 3.83 |
| Transfer | 28-03-2011 | Over-the-Counter | 5,493 | 3.83 |
| Transfer | 28-03-2011 | Over-the-Counter | 1,831 | 3.83 |
| Transfer | 28-03-2011 | Over-the-Counter | 24,826 | 3.71 |
| Transfer | 28-03-2011 | Over-the-Counter | 12,413 | 3.71 |
| Transfer | 28-03-2011 | Over-the-Counter | 12,413 | 3.71 |
| Transfer | 28-03-2011 | Over-the-Counter | 12,413 | 3.71 |
| Transfer | 13-04-2011 | Over-the-Counter | 4,035 | 2.96 |
| Transfer | 13-04-2011 | Over-the-Counter | 3,806 | 2.96 |
| Transfer | 13-04-2011 | Over-the-Counter | 3,749 | 2.96 |
| Transfer | 13-04-2011 | Over-the-Counter | 2,389 | 2.96 |
| Transfer | 13-04-2011 | Over-the-Counter | 669 | 3.83 |
| Transfer | 13-04-2011 | Over-the-Counter | 669 | 3.83 |
| Transfer | 13-04-2011 | Over-the-Counter | 337 | 3.83 |
| Transfer | 13-04-2011 | Over-the-Counter | 852 | 3.83 |
| Transfer | 13-04-2011 | Over-the-Counter | 284 | 3.83 |
| Transfer | 13-04-2011 | Over-the-Counter | 3,850 | 3.74 |
| Transfer | 13-04-2011 | Over-the-Counter | 1,925 | 3.74 |
| Transfer | 13-04-2011 | Over-the-Counter | 1,925 | 3.74 |
| Transfer | 13-04-2011 | Over-the-Counter | 1,925 | 3.74 |
| Transfer | 18-05-2011 | Over-the-Counter | 6,447 | 2.90 |
| Transfer | 18-05-2011 | Over-the-Counter | 4,513 | 2.90 |
| Transfer | 18-05-2011 | Over-the-Counter | 5,364 | 2.90 |
| Transfer | 18-05-2011 | Over-the-Counter | 6,447 | 2.90 |
| Transfer | 18-05-2011 | Over-the-Counter | 5,926 | 2.90 |
| Transfer | 18-05-2011 | Over-the-Counter | 686 | 2.90 |
| Total | 226,116 |
At 31 December 2010, Novabase S.G.P.S. held 1,206,643 own shares, representing 3.84% of its share capital.
During 1st half 2011, the company transferred 226,116 own shares at the average price of 3.26 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 2011, Novabase S.G.P.S. held 980,527 own shares, representing 3.12% of its share capital.
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NOVABASE S.G.P.S., S.A.
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| I. | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2011 |
5 |
|---|---|---|
| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2011 ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2011 |
6 7 |
|
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2011 | 8 | |
| ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2011 | 9 | |
| ● Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2011 | 10 | |
| Note 1. General information | 10 | |
| Note 2. Significant accounting policies | 10 | |
| Note 3. Critical accounting estimates and judgements | 12 | |
| Note 4. Seasonality | 12 | |
| Note 5. Segment information Note 6. Business combinations Business |
12 12 |
|
| Note 7. Property, plant and equipment and intagible assets | 13 | |
| Note 8. Deferred income tax assets and liabilities | 14 | |
| Note 9. Trade and other receivables | 14 | |
| Note 10. Cash and cash equivalents | 15 | |
| Note 11. Reserves and retained earnings | 15 | |
| Note 12. Non-controlling interests | 15 | |
| Note 13. Borrowings | 16 | |
| Note 14. Provisions | 17 | |
| Note 15 Note 15. Trade and other payables Trade and other Note 16. Other gains/(losses) - net |
17 17 |
|
| Note 17. Income tax expense | 18 | |
| Note 18. Earnings per share | 18 | |
| Note 19. Related-party transactions | 18 | |
| Note 20. Contingencies | 19 | |
| Note 21. Events after the reporting period | 20 | |
| Note 22. Note added for translation | 20 | |
| II. | SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED INTERIM SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED FINANCIAL INFORMATION |
|
| ● Opinion of the Audit Committee on the Consolidated Financial Information ● Limited Review Report on the Consolidated Half Year Information |
21 23 25 |
|
| III. | SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 27 |
| ● Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of ot e g oup co her group companies pa es |
29 9 |
|
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2011
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.11 | 31.12.10 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 7 | 10,023 | 9,836 |
| Intangible assets | 7 | 31,392 | 31,229 |
| Investments in associates | 1,642 | 1,676 | |
| Available-for-sale financial assets | 251 | 21 | |
| Deferred income tax assets | 8 | 10,553 | 10,396 |
| Other non-current assets | 72 | 69 | |
| Total Non-Current Assets | 53,933 | 53,227 | |
| Current Assets | |||
| Inventories | 8,353 | 10,403 | |
| Trade and other receivables | 9 | 85,710 | 83,285 |
| Accrued income | 23,126 | 14,035 | |
| Income tax receivable | 2,233 | 3,378 | |
| Derivative financial instruments | 345 | 197 | |
| Other current assets | 6,096 | 3,834 | |
| Cash and cash equivalents | 10 | 21,919 | 28,088 |
| Total Current Assets | 147,782 | 143,220 | |
| Assets for discontinued operations | 65 | 49 | |
| Total Assets | 201,780 | 196,496 | |
| Equity | |||
| Share capital | 15,701 | 15,701 | |
| Treasury shares | (490) | (603) | |
| Share premium | 43,560 | 43,560 | |
| R Reserves and retained earnings d ti d i |
11 | 30 949 , | 21 063 , |
| Profit for the period | 3,480 | 13,053 | |
| Total Equity attributable to owners of the parent | 93,200 | 92,774 | |
| Non-controlling interests | 12 | 6,108 | 5,724 |
| Total Equity | 99,308 | 98,498 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 13 | 7,900 | 7,879 |
| Provisions | 14 | 1,276 | 1,633 |
| Deferred income tax liabilities | 8 | 100 | 909 |
| Other non-current liabilities | 308 | 927 | |
| Total Non-Current Liabilities | 9,584 | 11,348 | |
| Current Liabilities | |||
| Borrowings | 13 | 6,240 | 5,333 |
| Trade and other payables | 15 | 65,123 | 57,101 |
| Income tax payable | 19 | 311 | |
| Derivative financial instruments | 199 | 353 | |
| Deferred income and other current liabilities | 20,584 | 22,807 | |
| Total Current Liabilities | 92,165 | 85,905 | |
| Liabilities for discontinued operations | 723 | 745 | |
| Total Liabilities | 102,472 | 97,998 | |
| Total Equity and Liabilities | 201,780 | 196,496 | |
| THE ACOUNTANT | THE BOARD OF DIRECTORS |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
for the period of 6 months ended 30 June 2011
(Amounts expressed in thousands of Euros)
| 6 M * | 3 M * (Unaudited) | ||||
|---|---|---|---|---|---|
| Note | 30.06.11 | 30.06.10 | 30.06.11 | 30.06.10 | |
| Sales | 5 | 52,551 | 59,307 | 26,740 | 32,660 |
| Services rendered | 5 | 66,577 | 63,489 | 33,087 | 32,133 |
| Cost of sales | (47,690) | (51,820) | (24,464) | (28,990) | |
| External supplies and services | (24,898) | (22,927) | (13,496) | (12,057) | |
| Employee benefit expense | (38,686) | (36,916) | (19,044) | (18,486) | |
| Other gains/(losses) - net | 16 | 344 | 515 | 524 | 221 |
| Depreciation and amortisation | (2,910) | (2,627) | ( 1 501) | ( 1 432) | |
| Operating Profit Operating Profit |
5 288 , | 9 021 , | 1 846 , | 4 049 , | |
| Finance income | 2,187 | 4,451 | 1,135 | 2,535 | |
| Finance costs | (2,494) | (3,978) | (1,511) | (2,470) | |
| Share of (loss)/profit of associates | (34) | (10) | 12 | 8 | |
| Profit Before Income Tax | 4,947 | 9,484 | 1,482 | 4,122 | |
| Income tax expense | 17 | (1,087) | (1,888) | (324) | (733) |
| Profit for the period Profit for the period |
3,860 | 7,596 | 1,158 | 3,389 | |
| Other comprehensive income for the period | - | - | - | - | |
| Total comprehensive income for the period | 3,860 | 7,596 | 1,158 | 3,389 | |
| Profit attributable to: | |||||
| Owners of the parent | 3,480 | 7,151 | 1,238 | 3,129 | |
| Non-controlling interests | 12 | 380 | 445 | ( ) 80 |
260 |
| 3,860 | 7,596 | 1,158 | 3,389 | ||
| Total comprehensive income attributable to: | |||||
| Owners of the parent | 3,480 | 7,151 | 1,238 | 3,129 | |
| Non-controlling interests | 12 | 380 | 445 | (80) | 260 |
| 3,860 | 7,596 | 1,158 | 3,389 | ||
| Earnings per share | |||||
| attributable to owners of the parent (Euros per share) | |||||
| Basic earnings per share | 18 | 0.11 Euros | 0.24 Euros | 0.04 Euros | 0.10 Euros |
| Diluted earnings per share | 18 | 0.11 Euros | 0.24 Euros | 0.04 Euros | 0.10 Euros |
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 | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock reserves |
Reserves options and retained-controlling earnings |
Non interests |
Total Equity |
|
| Balance at 1 January, 2010 | 15,701 | (723) | 49,213 | 1,558 | 379 | 27,370 | 5,644 | 99,142 | |
| Total comprehensive income for the period | - | - | - | - | - | 7,151 | 445 | 7,596 | |
| Transactions with owners | |||||||||
| Share capital reduction | (5,652) | - | - | - | - | 217 | - | (5,435) | |
| Share capital increase | 5,652 | - | (5,652) | - | - | - | - | - | |
| Dividends to equity holders | 11 | - | - | - | - | - | (9,662) | - | (9,662) |
| Legal reserve | - | - | - | 807 | - | (807) | - | - | |
| Treasury shares movements | - | 120 | - | - | - | 816 | - | 936 | |
| Share-based payments | - | - | - | - | 284 | - | - | 284 | |
| Changes in consolidation universe | - | - | - | - | - | - | 176 | 176 | |
| Foreign currency translation reserve | - | - | - | - | - | 32 | 34 | 66 | |
| Transactions with owners | - | 120 | (5,652) | 807 | 284 | (9,404) | 210 | (13,635) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | 12 | - | - | - | - | - | (549) | (742) | (1,291) |
| Balance at 30 June, 2010 | 15,701 | (603) | 43,560 | 2,365 | 663 | 24,568 | 5,557 | 91,811 | |
| 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 to equity holders | 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 |
THE ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | |||||
|---|---|---|---|---|---|
| 6 M * | 3 M * (Unaudited) | ||||
| Note | 30.06.11 | 30.06.10 | 30.06.11 | 30.06.10 | |
| Cash flows from operating activities | |||||
| Net Cash generated / (used) in operating activities | 396 | 1,459 | (1,625) | (3,349) | |
| Cash flows from investing activities | |||||
| Receipts: | |||||
| Proceeds on disposal of subsidiaries and associates | 3 | - | 3 | - | |
| Cash of Novabase Angola consolidated for the 1st time | - | 349 | - | 349 | |
| Loan repayments received from associates | 414 | - | 414 | - | |
| Interest received | 393 | 121 | 180 | 28 | |
| 810 | 470 | 597 | 377 | ||
| Payments: | |||||
| Acquisition of subsidiaries and associates | (338) | (430) | (264) | (430) | |
| Loans granted to associates | (94) | (185) | - | (120) | |
| Purchases of property, plant and equipment | (940) | (1,447) | (385) | (781) | |
| Purchases of intangible assets | (1,290) | (1,599) | (1,207) | (826) | |
| (2,662) | (3,661) | (1,856) | (2,157) | ||
| Net Cash used in investing activities | (1,852) | (3,191) | (1,259) | (1,780) | |
| Cash flows from financing activities | |||||
| Receipts: | |||||
| Proceeds from borrowings | 2,393 | - | 2,081 | - | |
| 2,393 | - | 2,081 | - | ||
| Payments: | |||||
| Repayments of borrowings | (1,320) | (771) | (815) | (47) | |
| Dividends paid | 11 | (3,955) | (9,662) | (3,955) | (9,662) |
| Payment of finance lease liabilities | (886) | (864) | (483) | (455) | |
| Interest paid | (430) | (227) | (181) | (69) | |
| (6,591) | (11,524) | (5,434) | (10,233) | ||
| Net Cash used in financing activities | (4,198) | (11,524) | (3,353) | (10,233) | |
| Cash, cash equivalents and bank overdrafts at beginning of period | 27,057 | 24,026 | 27,618 | 26,132 | |
| Net decrease in cash, cash equivalents and bank overdratfs | (5,654) | (13,256) | (6,237) | (15,362) | |
| Effect from exchange rate fluctuations on cash held | (29) | 67 | (7) | 67 | |
| Cash, cash equivalents and bank overdrafts at end of period | 10 | 21,374 | 10,837 | 21,374 | 10,837 |
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.
In the first half of 2011, a new offer structure was defined which is even more differentiated and closer to the needs of the customers, aggregated into four business areas:
(i) Business Solutions - now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services (application outsourcing area) previously considered within Novabase IMS.
(iii) Digital TV
These condensed consolidated interim financial statements were approved for issue by the Board of Directors on July 25, 2011. 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 2011 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 2010, 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).
Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2010, 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 2011.
• IAS 32 (amendment), 'Financial instruments: Presentation – classification of rights issue'. This amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. If such rights are issued pro rata to an Entity's existing shareholders for a fixed amount of any currency, it is considered a transaction with shareholders and classified as equity. Otherwise, it should be accounted for as derivative liabilities. This amendment does not have impact on the Group's financial statements.
• IFRS 1 (amendment), 'First time adoption of IFRS'. This amendment provides first-time adopters with the same transition provisions as included in the amendment to IFRS 7 - 'Financial Instruments: Disclosures', according to which, existing IFRS preparers were granted relief from presenting comparative information for fair value new three-level classification disclosures required by IFRS 7, if comparative period end before 31 December 2009. This amendment does not have impact on the Group's financial statements, as Novabase is already reporting under IFRSs.
• IAS 24 (amendment), 'Related party disclosure'. The amended standard removes the general disclosure requirements for Government-related entities, being mandatory the disclosure of the relationship with the Government and any significant transaction occurred with the Government or other Government-related entities. Additionally, related party definition was amended to eliminate inconsistencies in identification and disclosures of related parties. This amendment does not have impact on the Group's financial statements.
• Annual Improvements to IFRSs – 2010, generally effective for annual periods beginning on or after 1 January 2011. The 2010 annual improvements affects: IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34 and IFRIC 13. These improvements were adopted by the Group, when applicable, not resulting in significant impacts on the Group's financial statements.
• IFRIC 14 (amendment), 'IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction'. IFRIC 14 clarifies that when asset surplus is a consequence of voluntary prepayments done on account of future minimum funding contribution, the surplus can be recognised as an asset. This interpretation has no impact on Group's financial statements.
• IFRIC 19, 'Extinguishing financial liabilities with equity instruments'. This interpretation clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished through the debtor issuing its own equity instruments (shares) to the creditor. A gain or loss is recognised in the profit and loss account based on the fair value of the equity instruments compared to the carrying amount of the debt. Simple reclassification of debt amount to equity is not allowed.
• IFRS 1 (amendment), 'First time adoption of IFRS' (effective for annual periods beginning on or after 1 July 2011). This amendment is still subject to endorsement by European Union. This amendment creates an additional exemption when an entity that has been subject to severe hyperinflation presents for the first time, financial statements in accordance with IFRSs. The exemption allows an entity to elect to measure certain assets and liabilities at fair value; and to use that fair value as the deemed cost in the opening IFRS statement of financial position. Another change refers to the replacement of references to a fixed date with "the date of transition to IFRS" for retrospective adoption exemptions. This amendment will not have an impact on the Group's financial statements.
• IFRS 7 (amendment), 'Financial instruments: Disclosures - transfers of financial assets' (effective for annual periods beginning on or after 1 July 2011). This amendment is still subject to endorsement by European Union. This amendment requires greater transparency in the reporting of asset's transfer transactions, regarding risk exposures and the effect of those risks on an entity's financial position, particularly those involving securitisation of financial assets. This amendment will not have an impact on the Group's financial statements.
• IAS 12 (amendment), 'Income taxes' (effective for annual periods beginning on or after 1 January 2012). This amendment is still subject to endorsement by European Union. This amendment requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale, except for the investment properties measured at fair value model. The amendments also incorporate into IAS 12 the guidance previously contained in SIC 21, which is accordingly withdrawn. This amendment will not have an impact on the Group's financial statements.
• IAS 1 (amendment), 'Presentation of financial statements' (effective for annual periods beginning on or after 1 July 2012). This amendment is still subject to endorsement by European Union. This amendment changes the disclosure of items presented in other comprehensive income (OCI), requiring entities to separate items in OCI on whether or not they may be recycled to profit or loss in the future and the related tax amount if OCI items presented before tax. This amendment will not have an impact on the Group's financial statements.
• IFRS 9 (new), 'Financial instruments - classification and measurement' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 9 refers to the first part of financial instruments new standard and comprises two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss. The Group will apply IFRS 9 in the period it becomes effective.
• IFRS 10 (new), 'Consolidated financial statements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 10 replaces all the guidance on control and consolidation in IAS 27 and SIC 12, changing the definition of control and the criteria applied to determine control. The core principal that a consolidated entity presents a parent and its s bsidiaries as a single entit remain nchanged The Gro p ill appl IFRS 10 in the period it becomes effecti e subsidiaries as a single entity remain unchanged. The Group will apply IFRS 10 in the period it becomes effective.
• IFRS 11 (new), 'Joint arrangements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 11, focus on the rights and obligations of the arrangements rather than its legal form. Joint arrangements can be Joint operations (rights to the assets and obligations) or Joint ventures (rights to net assets, applying equity method). Proportional consolidation of joint venture is no longer allowed. The Group will apply IFRS 11 in the period it becomes effective.
• IFRS 12 (new), 'Disclosure of interest in other entities' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. This standard sets out the required disclosures for all forms of interests in other entities, including joint arrangements, associates and special purpose vehicles, to allow the evaluation of the nature, risks and financial effects associated with entity's interests. An entity can provide any or all of the disclosures without having to apply IFRS 12 in its entirety or IFRS 10 or 11, or amended IAS 27 or 28. The Group will apply this standard in the period it becomes effective.
• IFRS 13 (new), 'Fair value measurement and disclosure' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 13 aims to improve consistency by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The Group will apply this standard in the period it becomes effective.
• IAS 27 (revised 2011), 'Separate financial statements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IAS 27 was revised after the issuance of IFRS 10 and contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when the entity prepares separate financial statements. The Group will apply this standard in the period it becomes effective.
• IAS 28 (revised 2011), 'Investments in associates and joint ventures' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IAS 28 was revised after the issuance of IFRS 11 and prescribes the accounting for investments in associates and sets out the requirements for the application of equity method. The Group will apply this standard in the period it becomes effective.
• IAS 19 (amendment), 'Employee benefits' (effective for annual periods beginning on or after 1 January 2013). This amendment is still subject to endorsement by European Union. This amendment makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits and to the disclosures for all employee benefits. Actuarial gains and losses are recognised immediately, and only in OCI (no corridor approach allowed). Finance cost for funded benefit plans are calculated on a net funding basis. The Group will apply this standard in the period it becomes effective.
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 2010.
The activity of Business Solutions and IMS is usually lower in 3rd quarter due to holiday period.
In the first half of 2011, a new offer structure was defined aggregated into four business areas: (i) Business Solutions (BS); (ii) Infrastructures & Managed Services (IMS); (iii) Digital TV and (iv) Venture Capital. BS segment now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services previously considered in IMS segment.
The table below shows the amounts of Ticketing and Managed Services areas, included in IMS segment for the period ended 30 June 2010, which moved into Business Solutions segment in 2011.
| Ticketing & | Business | Ticketing & | ||||
|---|---|---|---|---|---|---|
| Consulting (*)Managed Serv. | Solutions | IMS (*) | Managed Serv. | IMS | ||
| At 30 June 2010 | ||||||
| Sales and services rendered | 41,392 | 4,181 | 45,573 | 51,752 | (4,181) | 47,571 |
| Operating profit/(loss) | 4,660 | 89 | 4,749 | 3,807 | (89) | 3,718 |
| Finance costs – net | 30 | (26) | 4 | 195 | 26 | 221 |
| Share of (loss)/profit of associates | (10) | - | (10) | - | - | - |
| Income tax expense | (1,292) | 224 | (1,068) | (917) | (224) | (1,141) |
| Profit/(Loss) from operations | 3,388 | 287 | 3,675 | 3,085 | (287) | 2,798 |
(*) Amounts disclosed in the Report and Accounts for the 1st half of 2010.
The segment results presented below consider the new internal reporting organization, with the comparable values in the prior periods represented.
| Business | Digital | Venture | |||
|---|---|---|---|---|---|
| Solutions | IMS | TV | Capital | Novabase | |
| At 30 June 2010 | |||||
| Sales and services rendered | 45,573 | 47,571 | 28,070 | 1,582 | 122,796 |
| Operating profit/(loss) | 4,749 | 3,718 | 727 | (173) | 9,021 |
| Finance costs – net | 4 | 221 | 262 | (14) | 473 |
| Share of (loss)/profit of associates | (10) | - | - | - | (10) |
| Income tax expense | (1,068) | (1,141) | 231 | 90 | (1,888) |
| Profit/(Loss) from operations | 3,675 | 2,798 | 1,220 | (97) | 7,596 |
| At 30 June 2011 | |||||
| Sales and services rendered | 44,646 | 46,240 | 27,519 | 723 | 119,128 |
| 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 |
In April 2011, the Group acquired 100% of the share capital of Evolvespace Solutions, Lda, a company incorporated in 2004 dedicated to providing aerospace services, and which majority business is international in countries such as Germany, UK, France and Italy, with the purpose of strengthening its focus on the Aerospace & Transportation industry and increase its international presence. This company was included in consolidation by full method, and affecting Business Solutions segment.
The total consideration of EUR 251 thousand corresponds to an initial investment of EUR 100 thousand, paid in cash, and to a contingent consideration of EUR 151 thousand to be paid in 2012 and 2013, depending on future goals to be achieved by the subsidiary in terms of operating performance.
The goodwill arising from this acquisition, of EUR 92 thousand, is attributable mainly to access to the highly skilled workforce of Evolvespace Solutions in that market.
The Group incurred in an acquisition-related cost of EUR 2 thousand. These costs are related to the due diligence process and have been recognised in the statement of comprehensive income, under 'External supplies and services' heading.
The revenue and profit of Evolvespace Solutions from the acquisition date to 30 June 2011 included in the consolidated financial statements and consolidated profit, amount to EUR 110 thousand and EUR 26 thousand, respectively. If Evolvespace Solutions had been consolidated since 1 January 2011, the Group estimates that total consolidated revenues would increase by EUR 127 thousand and the consolidated profit would decrease by EUR 60 thousand.
The consideration paid for Evolvespace Solutions, and the amounts of assets acquired and liabilities assumed recognised at the acquisition date, are detailed as follows:
| Apr-11 | |
|---|---|
| Consideration | |
| Cash | 100 |
| Contingent consideration | 151 |
| Total consideration | 251 |
| Fair value | |
| Recognised amounts of identifiable assets acquired and liabilities assumed | |
| Property, plant and equipment | 7 |
| Trade and other receivables | 349 |
| Trade and other payables | (183) |
| Provisions | (20) |
| Borrowings | (13) |
| Deferred income tax assets | 19 |
| Total identifiable net assets | 159 |
| Goodwill | 92 |
| 251 |
During the periods ended at 30 June 2011 and 30 June 2010, the movements in the net book value of property, plant and equipment and intagible assets, were as follows: g
| Property, plant | Intangible | |
|---|---|---|
| and equipment | assets | |
| Net book value at 1 January 2010 | 8,721 | 28,778 |
| Acquisitions / increases | 2,469 | 1,843 |
| Write off's / disposals | (125) | - |
| Transfers | - | (172) |
| Depreciation and amortisation | (1,657) | (970) |
| Net book value at 30 June 2010 | 9,408 | 29,479 |
| 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 |
The movement in the deferred income tax assets was as follows:
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January | 10,396 | 8,341 |
| Change in consolidation universe | 19 | - |
| Transfers | - | (12) |
| Exchange differences | (20) | 9 |
| Profit or loss charge | 158 | 2,058 |
| Balance at the end of the period | 10,553 | 10,396 |
| The movement in the deferred income tax liabilities was as follows: | ||
| 30.06.11 | 31.12.10 | |
| Balance at 1 January | 909 | 100 |
| Profit or loss charge | (809) | 809 |
| Balance at the end of the period | 100 | 909 |
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 2010 | 3,314 | 3,414 | 1,613 | 8,341 |
| Profit or loss charge | (939) | 2,936 | 61 | 2,058 |
| Transfers | (12) | - | - | (12) |
| Exchange differences | 9 | - | - | 9 |
| Balance at 31 December 2010 | 2,372 | 6,350 | 1,674 | 10,396 |
| Profit or loss charge | (50) | 374 | (166) | 158 |
| Change in consolidation universe | 19 | - | - | 19 |
| Exchange differences | (20) | - | - | (20) |
| Balance at 30 June 2011 | 2,321 | 6,724 | 1,508 | 10,553 |
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Trade receivables | 82,535 | 80,409 |
| Allowance for impairment of trade receivables | (2,033) | (2,012) |
| 80,502 | 78,397 | |
| Prepayments to suppliers | 912 | 537 |
| Employees | 144 | 73 |
| Value added tax | 271 | 693 |
| Receivables from related parties (note 19) | 459 | 753 |
| Financial investments disposal | 149 | 150 |
| Receivables from financed projects | 2,714 | 2,113 |
| Other receivables | 4,188 | 4,011 |
| Allowance for impairment of other receivables | (3,629) | (3,442) |
| 5,208 | 4,888 | |
| 85,710 | 83,285 |
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.11 | 31.12.10 | 30.06.11 | 31.12.10 | 30.06.11 | 31.12.10 | |
| Balance at 1 January | 2,012 | 3,452 | 3,442 | 3,755 | 5,454 | 7,207 |
| Change in consolidation universe | 62 | - | - | - | 62 | - |
| Impairment | 21 | 203 | 187 | 29 | 208 | 232 |
| Impairment reversal | (62) | (1,033) | - | (216) | (62) | (1,249) |
| Transfers | - | 79 | - | 32 | - | 111 |
| Recovery of bad debts | - | 16 | - | - | - | 16 |
| Write off's | - | (705) | - | (158) | - | (863) |
| 2,033 | 2,012 | 3,629 | 3,442 | 5,662 | 5,454 |
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 30.06.11 | 31.12.10 | |
|---|---|---|
| - Cash | 30 | 7 |
| - Short term bank deposits | 21,889 | 28,081 |
| Cash and cash equivalents | 21,919 | 28,088 |
| - Overdrafts | (545) | (1,031) |
| 21,374 | 27,057 | |
In the annual General Meeting of Shareholders held on 5 May 2011, it was approved the payment of dividends to shareholders in the amount of EUR 4,082 thousand, corresponding to 0.13 Euros per share. The payment ocurred in June.
| 30.06.11 | 30.06.10 | |
|---|---|---|
| Payment to shareholders | 3,955 | 9,662 |
| Remuneration of the treasury shares held by the Company | 127 | 386 |
| 4,082 | 10,048 | |
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Balance at 1 January | 5,724 | 5,644 |
| Transactions with non-controlling interests | - | (742) |
| Changes in consolidation universe (*) | - | 173 |
| Foreign currency translation differences for foreign operations | 4 | 10 |
| Profit attributable to non-controlling interests | 380 | 639 |
| Balance at the end of the period | 6,108 | 5,724 |
(*) In 2010, NBASIT - Sistema de Informação e Telecomunicações, S.A. (Angola) was incorporated.
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Non-current | ||
| Bank borrowings | 6,004 | 6,200 |
| Finance lease liabilities | 1,896 | 1,679 |
| 7,900 | 7,879 | |
| Current | ||
| Bank borrowings | 5,067 | 4,272 |
| Finance lease liabilities | 1,173 | 1,061 |
| 6,240 | 5,333 | |
| Total borrowings | 14,140 | 13,212 |
The periods in which the current bank borrowings will be paid and negotiated with different conditions are as follows:
| 30.06.11 | 31.12.10 | |
|---|---|---|
| 6 months or less | 3,512 | 3,097 |
| 6 to 12 months | 1,555 | 1,175 |
| 5,067 | 4,272 | |
| The maturity of non-current bank borrowings is as follows: | ||
| 30.06.11 | 31.12.10 | |
| Between 1 and 2 years | 2,879 | 2,450 |
| Between 2 and 5 years | 2,925 | 3,600 |
| Over 5 years | 200 | 150 |
| 6,004 | 6,200 | |
| The effective interest rates at the reporting date were as follows: | ||
| 30.06.11 | 31.12.10 | |
| Bank borrowings | 5.080% | 4.299% |
| Bank overdrafts Bank |
1 445% 1.445% |
1 568% 1.568% |
| Gross finance lease liabilities – minimum lease payments: | ||
| 30.06.11 | 31.12.10 | |
| No later than 1 year | 1,636 | 1,526 |
| Between 1 and 5 years | 2,507 | 2,264 |
| 4,143 | 3,790 | |
| Future finance charges on finance leases | (1,074) | (1,050) |
| Present value of finance lease liabilities | 3,069 | 2,740 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 30.06.11 | 31.12.10 | |
| No later than 1 year | 1,173 | 1,061 |
| Between 1 and 5 years | 1,896 | 1,679 |
| 3,069 | 2,740 |
Movements in provisions are analysed as follows:
| Legal | Other Risks | |||
|---|---|---|---|---|
| Warranties | Claims | and Charges | Total | |
| Balance at 1 January 2010 | 790 | 499 | 956 | 2,245 |
| Additional provisions | 178 | - | 425 | 603 |
| Used during the year | (588) | (15) | (612) | (1,215) |
| Balance at 31 December 2010 | 380 | 484 | 769 | 1,633 |
| Additional provisions | 65 | - | 245 | 310 |
| Used during the period | (90) | - | (597) | (687) |
| Changes in consolidation universe | - | - | 20 | 20 |
| Balance at 30 June 2011 | 355 | 484 | 437 | 1,276 |
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Trade payables | 28,254 | 19,122 |
| Remunerations, vacations and vacation and Christmas subsidies | 11,721 | 8,240 |
| Bonus | 6,735 | 10,160 |
| Ongoing projects | 3,636 | 3,008 |
| Value added tax | 6,168 | 6,954 |
| Social security contributions | 1,171 | 1,954 |
| Income tax withholding | 1,039 | 1,391 |
| Employees | 48 | 181 |
| Prepayments from trade receivables | 28 | 24 |
| Acquisition of financial interests | 800 | 683 |
| Other accrued expenses | 4,636 | 4,524 |
| Other payables | 887 | 860 |
| 65,123 | 57,101 |
| 30.06.11 | 30.06.10 | |
|---|---|---|
| Impairment and impairment reversal of trade and other receivables | (146) | 428 |
| Impairment and impairment reversal of inventories | 383 | (118) |
| Warranties provision | 25 | 292 |
| Legal claims provision | - | 15 |
| Provisions for other risks and charges | 352 | (156) |
| Operating subsidies | 52 | 290 |
| Other operating income and expense | (322) | (236) |
| 344 | 515 |
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:
| 30.06.11 | 30.06.10 | |
|---|---|---|
| Profit before income tax | 4,947 | 9,484 |
| Income tax expense at nominal rate (25%) | 1,237 | 2,371 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (255) | (184) |
| Provisions and amortisations not considered for tax purposes | 104 | 109 |
| Associates' results reported net of tax | 8 | 3 |
| Autonomous taxation | (220) | 281 |
| Losses in companies where no deferred tax is recognised | (78) | (65) |
| Expenses not deductible for tax purposes | 53 | 142 |
| Differential tax rate on companies located abroad | (48) | - |
| Research & Development tax benefit | (4) | (1,089) |
| Municipal surcharge and State surcharge | 80 | 230 |
| Impairment of Special Payment on Account and tax losses | 208 | 97 |
| Other | 2 | (7) |
| Income tax expense | 1,087 | 1,888 |
| 30.06.11 | 30.06.10 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,331,298 | 30,082,427 |
| Stock options adjustment | - | 42,706 |
| Adjusted weighted average number of ordinary shares in issue | 30,331,298 | 30,125,133 |
| Profit attributable to owners of the parent | 3,480 | 7,151 |
| Basic earnings per share (Euros per share) | 0.11 Euros | 0.24 Euros |
| Diluted earnings per share (Euros per share) | 0.11 Euros | 0.24 Euros |
For reporting purposes, related-party consider subsidiaries, associates, shareholders with management influence and key elements in the Group management.
The transactions with related parties below identified were performed at arm's length, and are detailed as follows:
| 30.06.11 | 30.06.10 | ||
|---|---|---|---|
| BES Group | 5,383 | 6,659 | |
| 5,383 | 6,659 | ||
| ii) | Purchases of goods and services | ||
| 30.06.11 | 30.06.10 | ||
| BES Group | 356 | 216 | |
| 356 | 216 | ||
| iii) | Key management compensation | ||
| 30.06.11 | 30.06.10 | ||
| Salaries and other short-term employee benefits Stock options granted |
2,335 166 |
4,125 284 |
|
| 2,501 | 4,409 |
iv) Balances arising from purchases / sales of goods and services
| 30.06.11 | 31.12.10 | ||
|---|---|---|---|
| Receivables from related parties | |||
| BES Group | 2,072 | 3,835 | |
| 2,072 | 3,835 | ||
| Payables from related parties | |||
| BES Group | 34 | 68 | |
| 34 | 68 | ||
| v) | Acquisition of financial interests to related parties | ||
| 30.06.11 | 31.12.10 | ||
| Acquisitions to former shareholders of Novabase Infraestruturas, SGPS | 7 | 214 | |
| Acquisitions to former shareholders of Novabase Digital TV, S.A. | - | (246) | |
| Acquisitions to former shareholders of Novabase International Solutions B.V. | - | 1,093 | |
| 7 | 1,061 |
vi) Balances arising from acquisitions of financial interests to related parties (former shareholders)
| Non-current | Current | Total | ||||
|---|---|---|---|---|---|---|
| 30.06.11 | 31.12.10 | 30.06.11 | 31.12.10 | 30.06.11 | 31.12.10 | |
| Novabase Consulting SGPS | - | 306 | 306 | 307 | 306 | 613 |
| Novabase A.C.D. | 78 | 157 | 109 | 78 | 187 | 235 |
| SAF | 32 | 65 | 33 | 32 | 65 | 97 |
| Novabase International Solutions B.V. | 133 | 399 | 266 | 266 | 399 | 665 |
| 243 | 927 | 714 | 683 | 957 | 1,610 |
| 30.06.11 | 31.12.10 | |
|---|---|---|
| Loan to Mind | 259 | 259 |
| Loan to Forward | 22 | 22 |
| Loan to Novabase Atlântico | 131 | 450 |
| L Loans to other shareholders t th h h ld |
47 | 22 |
| Receivables from related parties (note 9) | 459 | 753 |
| Provisions for loans granted to related parties | (259) | (259) |
| 200 | 494 | |
| viii) Bank deposits and finance investments (including overdrafts) | ||
| 30.06.11 | 31.12.10 |
BES Group 11,351 14,227
Given the disclosed in the annual financial statements for the year 2010, the significant changes in the judicial processes are the following:
No events worthy of note happened until the date of conclusion of this report.
These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
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À
Audit Committee
(Free translation from the original version in Portuguese)
Dear Shareholders,
Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code and nº of Article 508-D of the same code, we now present a brief summary of our supervisory activities, together with our opinion on the half year Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the 6 month period ended 30 June 2011.
Over the course of this period the Audit Committee held 5 formal meetings and several informal meetings to supervise the following:
Audit Committee
Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Statutory Auditors on the Limited Review Report which deserved our agreement, it is our opinion that:
Lisbon, 17th August 2011
Luis Mira Amaral (Chairman)
Manuel Alves Monteiro (Member)
João Luís Duque (Member)
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| Share Capital | Total Number of Shares |
Number of shares held by Board Members at 31.12.10 |
Transactions | Number of shares held by Board Members at 30.06.11 |
% of shares held by Board Members at 30.06.11 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 31,401,394 | 11,338,168 | 22,307 | 11,360,475 | 36.2% |
| 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 | 1,918,040 | 0 | 1,918,040 | 6.1% | ||
| Rogério dos Santos Carapuça | 1,884,787 | 0 | 1,884,787 | 6.0% | ||
| João Nuno da Silva Bento | 1,799,793 | 0 | 1,799,793 | 5.7% | ||
| Álvaro José da Silva Ferreira | 953,100 | 0 | 953,100 | 3.0% | ||
| Nuno Carlos dos Santos Fórneas | 81,017 | 22,307 | 103,324 | 0.3% | ||
| 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 | 3 | 0 | 3 | 0.0% |
| Paulo Jorge Barros Pires Trigo | 1 | 0 | 1 | 0.0% | ||
| Francisco Manuel Martins Pereira do Valle | 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 | 200,000 | 0 | 150,000 | 60.0% |
| Bernardo Gomes Pinto | 50,000 | 0 | 50,000 | 20.0% | ||
| Carlos Costa Brito (*) | 50,000 | 0 | N/A | - | ||
| 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% |
(*) Ceases to belong to the Corporate Boards.
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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 2011, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and
(ii) the interim management report faithfully states the evolution of the businesses, of the performance and of the position of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter, containing namely an accurate description of the main risks and uncertainties which they face.
Lisbon, July 25, 2011
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)
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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