Investor Presentation • Sep 28, 2021
Investor Presentation
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"Novabase's businesses had a strong performance in the semester, confirming the trends of the last quarter.
Next-Gen grew 11% overall and a remarkable 16% in our target geographies - Europe and Middle East - rising the nondomestic business to almost 2/3 of its Turnover. These results show that our competencies and offerings in the Digital and Cognitive areas have an excellent acceptance in the most competitive markets.
Value Portfolio continued its recovery trend, growing for the 2nd consecutive quarter, but not yet reaching the 1H2020 figures.
Consolidated profitability also improved: EBITDA rose 15% and Net Profit from continuing operations soared 75%.
We also face numerous challenges. The pandemic situation, which continues to drag on and cause great uncertainty, has slowed down our M&A initiative and the acquisition of new leading international clients. The increasingly fierce competition for talent is also very challenging, even though we managed to increase Next-Gen's headcount by 14% YoY.
Although cautious about the uncertain context, we trust the strategic direction we have set and our teams to execute it successfully."
… and is on a strong operational course. Current portfolio is performing well, benefitting from a focus on resilient sectors and larger-sized customers.
While M&A initiatives are delayed, Next-Gen is making good progress with the Transformation and continues to thrive in its organic growth strategy.
… as a promising sign that indicates 2021 can be a year of recovery after the pandemic impacts (mainly in the Spanish market).
As global economies continue to open, Value Portfolio is well positioned for continued growth and to generate further value to fund Next-Gen strategy.

(1) Until this presentation date.
(2) Executive Digest magazine no. 178 of January 2021.
2021 began under a wave of new infections by Covid-19. Portugal witnessed the worsening of the pandemic crisis at the beginning of the year, with a new general confinement imposed and intermittent lockdowns in Europe, but from the middle of the 2nd quarter, the pandemic situation started to improve.
The Group's Pandemic Task Force continued to support the operations, while taking all necessary health measures to protect the entire community. The analysis of the evolution of the outbreak is constant and implementation of new measures is / will be carried out whenever necessary.
There was no material impact on the direct operating conditions during 6M21, since our teams have been working remotely since the beginning of the pandemic. Our Nearshore Agile Delivery Model enabled customer operations to continue seamlessly and smoothly.
In terms of financial impacts, no relevant negative Covid-19 effects were observed. On the contrary, Next-Gen started the year with
great momentum and the IT Staffing Business abroad, on the Value Portfolio segment, which had experienced some Covid-effects especially over 2H20, was able to clock improvements in both quarters of 2021.
Other impacts include delays in the M&A initiatives and in winning new clients of size, above all in Europe, due to travel restrictions, although advances in global vaccination and the recently approved EU Digital COVID Certificate bring positive perspectives.
The 6M21 figures, the robust liquidity position, and our well-defined objectives are reassuring, reinforcing Novabase's confidence in its strategic roadmap. Nevertheless, Covid-19 pandemic is still spreading globally, with Delta variant becoming dominant and Europe experiencing the 4th wave of the pandemic, so the international landscape remains complex and with a highlevel of uncertainty.

Turnover
Turnover
No relevant impacts were observed in 6M21 due to the Covid-19 pandemic, both in Next-Gen and in Value Portfolio segments, despite nationwide lockdowns in Portugal and all over Europe for a good part of this semester.
Breakdown by Geography (%) (1)

0
10
20
30
40
50
60
70
80
57.9% Vs. 56.3%
Breakdown by Segment (%)

(1) Turnover by Geography is computed based on the location of the client where the project is delivered.
(2) Value Portfolio includes holding / shared services.

EBITDA

2.0
4.0
6.0
8.0
10.0
12.0
14.0
16.0

Next-Gen Segment
Fully organic growth and mainly driven by international operations.

Working on strategic initiatives for 2023 goals.

0
2
4
6
8
10
12
-90.0%
30.0%

Next-Gen Segment
Next-Gen focused on Telco in 6M21 and working on its Multi Industry approach, delayed due to the pandemic.

Next-Gen international Turnover grew 13% YoY standing for 64% of the total Next-Gen Turnover in 6M21.
Operations in Europe & ME – which account for 90% of this segment's international business (88% in 6M20) – increased 16% YoY. Exposure to Africa declined by 10% YoY.
% of Revenue by Industry Revenue by Geography


Next-Gen Segment
As a result of Next-Gen's focus on building long-term relationships.

Total number of clients in 6M21 increased to 114 (107 in 6M20).
(1) Top Tier clients (>1 M€) considers the Trailing 12 months.

Value Portfolio Segment
... +4% QoQ since Q4 2020, confirming the positive signs of recovery observed in Q1, but 6M21 still below YoY (-6%).
0.0
5.0
10.0
15.0
20.0
6M21 of pandemic context, in contrast with 2020, which was mainly affected during the second half of the year.

-200.0%
-80.0%
40.0%
160.0%

Financial results improved 1.0 M€ YoY, fundamentally due to the exchange differences recorded in foreign operations. Discontinued operations decreased 3.2 M€ YoY, owing to the capital gains recorded in 6M20 on the GTE Business and Collab disposals. In 6M21, this heading reflects the capital gain adjustment related to the First Additional Purchase Price on the sale of Collab, as set out in the agreement.
Evolution of NCI, of +0.2 M€ YoY, essentially explained by the full ownership of Celfocus since April 2020.
Total EPS reached 0.11 € (0.16 € in 6M20).

EBITDA to Net Profit

Net Cash
Comfortable liquidity situation to support investments in 2019+ Strategy and face the Covid-19 pandemic context.

Primarily driven by solid net cash provided by operating activities and effective working capital management.
Cash generation of 0.4 M€ in 6M21 also includes a 1.0 M€ payment to NCI, as a result of amounts released following the share capital reduction of Novabase Capital I&I venture capital Fund.
Thus, 2.9 M€ of Net Cash refers to Noncontrolling Interests (Vs. 4.3 M€ in FY20).
Net Cash increased YoY impacted by the M&A cash flows, totalling +0.8 M€ (proceeds from the Collab disposal: holdback amount in Q4 2020 and firstyear earn-out in Q2 2021).


Talent pool increased 4% YoY (1742 in 6M20). The breakdown by segment shows a 14% growth in Next-Gen, which already represents 60% of Total, in line with the strategic objectives.
Next-Gen Turnover per employee slightly below 6M20 level, reflecting a shift in mix from subcontracting to talent acquisition.
Annualised attrition rate (2) of Next-Gen is 20.8% in 6M21 (13.2% in 6M20), which we believe to be a correction towards the unusually low figures recorded in 2020, also reflecting the new labour dynamics. (1) Including holding / shared services representing 78

The annual review of the PSI20, in March 2021, determined no changes in the composition of the index, meaning Novabase stays in the main index of the Lisbon stock exchange for the 2nd consecutive year.

Novabase outperformed the reference indexes, PSI20 and EuroStoxx Technology, which increased 3% and 20%, respectively.
Due to the Covid-19 pandemic and high level of uncertainty affecting the business environment, the Board of Directors decided not to propose any shareholder remuneration on the ordinary 2021 GMS, held on May 25. The commitment to distribute 1.5 €/share in 2019-2023 (1) was reaffirmed.
The average price target disclosed by Novabase's analysts is 5.50 €, with unanimous recommendation to buy. The average upside is 32%.
Market Capitalization at the end of 6M21 is 130.6 M€, implying a ttm Price to Sales of 1.04x.
Free Float Velocity (2) represented 33% (39% in 6M20).

Net Cash provides information on the level of cash and other bank deposits and marketable securities, after discounting the debts to financial institutions, assisting in the analysis of the company's liquidity and its ability to meet non-bank commitments.
The caption "Cash and cash equivalents" is simultaneously the item of the consolidated statement of financial position more directly reconcilable and more relevant to this APM.
The detail and breakdown of Net Cash, as well as the reconciliation in 6M21 and prior period, is analysed in the table on the right.
This APM and all its components contain no estimates or judgments made by Management.
| FY20 | 6M21 | |
|---|---|---|
| Cash and cash equivalents |
71 929 , |
68 510 , |
| (1) Company Treasury shares held by the |
2 172 , |
2 815 , |
| Bank borrowings - Non-Current |
(16 200) , |
(13 500) , |
| borrowings - Current Bank |
(6 400) , |
(5 900) , |
| Cash (Euro thousands) Net |
51 501 , |
51 925 , |
| FY20 | 6M21 | |
|---|---|---|
| Company Treasury shares held by the |
676 611 , |
676 611 , |
| Closing price @ last tradable day (€) |
3 210 |
4 160 |
| Treasury shares held by the Company (Euro thousands) |
2 172 , |
2 815 , |
(1) Is determined by multiplying the number of treasury shares held by the Company at the end of the period by the share price on the last tradable day.

Company Information Investors Relations Next Events
Novabase SGPS, S.A. Public Company Euronext code: PTNBA0AM0006 Registered in TRO of Lisbon and Corporate Tax Payer no. 502.280.182 Share Capital: 54,638,425.56 € Head Office: Av. D. João II, 34, 1998-031 Lisbon - PORTUGAL
María Gil Marín Chief Investors Officer Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]
Report available on website: www.novabase.com
Roadshows: Kepler Cheuvreux Autumn Conference: September 13-15 ODDO BHF – IBERIAN FORUM: October 6-7 JB Capital Iberian Conference: November 9-10
Trading Update 9M21 November 4 (after market closure)
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| Supplementary income and subsidies | 52 | 572 | ||
|---|---|---|---|---|
| External supplies and services | (20,080) | (20,519) | ||
| (Provisions) / Provisions reversal | 77 | 1,733 | ||
| Other operating expenses | (215) | (213) | ||
| (61,471) | (59,258) | |||
| 30.06.21 | 31.12.20 | 30.06.21 | 30.06.20 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| ASSETS | CONTINUING OPERATIONS | |||||
| Tangible assets | 1,878 | 1,963 | Sale of goods | - | - | |
| Intangible assets | 11,891 | 12,063 | Cost of goods sold | - | - | |
| Right-of-use assets | 5,345 | 7,132 | ||||
| Financial investments | 12,826 | 12,824 | Gross margin | - | - | - |
| Deferred income tax assets | 7,829 | 7,947 | ||||
| Other non-current assets | 2,025 | 2,025 | Other income | |||
| Total Non-Current Assets | 41,794 | 43,954 | Services rendered | 67,644 | 63,668 | |
| Supplementary income and subsidies | 52 | 572 | ||||
| Inventories | 10 | 10 | Other operating income | 53 | 479 | |
| Trade debtors and accrued income | 44,590 | 38,880 | ||||
| Other debtors and prepaid expenses | 13,735 | 14,614 | 67,749 | 64,719 | ||
| Derivative financial instruments | 20 | 64 | ||||
| Cash and cash equivalents | 68,510 | 71,929 | 67,749 | 64,719 | ||
| Total Current Assets | 126,865 | 125,497 | Other expenses | |||
| External supplies and services | (20,080) | (20,519) | ||||
| Assets for continuing operations | 168,659 | 169,451 | Employee benefit expense | (41,187) | (40,277) | |
| (Provisions) / Provisions reversal | 77 | 1,733 | ||||
| Assets for discontinued operations | 339 | 342 | Net impairm. losses on financ. assets | (66) | 18 | |
| Other operating expenses | (215) | (213) | ||||
| Total Assets | 168,998 | 169,793 | ||||
| (61,471) | (59,258) | |||||
| EQUITY | ||||||
| Share capital | 54,638 | 54,638 | Gross Net Profit (EBITDA) | 6,278 | 5,461 | 15.0 % |
| Treasury shares | (1,177) | (1,177) | Depreciation and amortisation | (1,798) | (2,174) | |
| Share premium | 226 | 226 | ||||
| Reserves and retained earnings | 3,383 | (4,124) | Operating Profit (EBIT) | 4,480 | 3,287 | 36.3 % |
| Net profit | 3,277 | 7,486 | Financial results | (223) | (1,210) | |
| Total Shareholders' Equity | 60,347 | 57,049 | ||||
| Non-controlling interests | 9,051 | 10,047 | Net Profit before taxes (EBT) | 4,257 | 2,077 | 105.0 % |
| Total Equity | 69,398 | 67,096 | Income tax expense | (975) | (206) | |
| LIABILITIES | Net Profit from continuing operations | 3,282 | 1,871 | 75.4 % | ||
| Bank borrowings | 13,500 | 16,200 | ||||
| Lease liabilities | 3,742 | 5,293 | DISCONTINUED OPERATIONS | |||
| Provisions | 5,156 | 5,233 | Net Profit from discont. operations | 46 | 3,202 | -98.6 % |
| Other non-current liabilities | 2,099 | 3,705 | ||||
| Total Non-Current Liabilities | 24,497 | 30,431 | Non-controlling interests | (51) | (254) | |
| Bank borrowings | 5,900 | 6,400 | Attributable Net Profit | 3,277 | 4,819 | -32.0 % |
| Lease liabilities | 2,794 | 3,032 | ||||
| Trade payables | 3,952 | 5,621 | ||||
| Other creditors and accruals | 37,147 | 34,745 | ||||
| Derivative financial instruments | 73 | 9 | ||||
| Deferred income | 19,634 | 16,148 | ||||
| Total Current Liabilities | 69,500 | 65,955 | ||||
| Total Liabilities for cont. operations | 93,997 | 96,386 | |||
|---|---|---|---|---|---|
| Total Liabilities for discont. operations | 5,603 | 6,311 | |||
| Total Liabilities | 99,600 | 102,697 | Other information : | ||
| Turnover | 67,644 | 63,668 | |||
| Total Equity and Liabilities | 168,998 | 169,793 | EBITDA margin | 9.3 % | 8.6 % |
| EBT % on Turnover | 6.3 % | 3.3 % | |||
| Net Cash | 51,925 | 51,501 | Net profit % on Turnover | 4.8 % | 7.6 % |
| Turnover | 67,644 | 63,668 | 6.2 % |
|---|---|---|---|
| EBT % on Turnover | 6.3 % | 3.3 % | |
Novabase S.G.P.S., S.A. Public Company - Euronext code: PTNBA0AM0006 Share Capital 54,638,425.56 Euros - Corporate Registration CRCL N.º 1495
Head-office: Av. D. João II, 34, Parque das Nações, 1998-031 Lisbon, Portugal Corporate Tax Payer N.º 502 280 182

| (Thousands of Euros) | Value Portfolio |
Next-Gen | NOVABASE |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Turnover | 17,093 | 50,551 | 67,644 |
| Gross Net Profit (EBITDA) | - 2,149 |
- 4,129 |
- 6,278 |
| Depreciation and amortisation | - (1,065) |
- (733) |
- (1,798) |
| Operating Profit (EBIT) | 1,084 | 3,396 | 4,480 |
| Financial results | - (163) |
- (60) |
- (223) |
| Net Profit / (Loss) before Taxes (EBT) | 921 | 3,336 | 4,257 |
| Income tax expense | - (139) |
- (836) |
- (975) |
| Net Profit / (Loss) from cont. operations | 782 - |
2,500 | 3,282 |
| DISCONTINUED OPERATIONS | |||
| Net Profit from discontinued operations | 46 | - | 46 |
| Non-controlling interests | (51) | - | (51) |
| Attributable Net Profit / (Loss) | 777 - |
2,500 - |
3,277 - |
| Other information : | |||
| EBITDA % on Turnover | 12.6% | 8.2% | 9.3% |
| EBT % on Turnover | 5.4% | 6.6% | 6.3% |
| Net profit % on Turnover | 4.5% | 4.9% | 4.8% |
The 2021 General Meeting of Shareholders, held on 25 May, resolved the election of the members of the corporate bodies and of the Remunerations Committee for the term of office 2021/2023, as well as the election of the effective and deputy Statutory Auditor. Therefore, under the terms resolved, the corporate bodies and the Remuneration Committee of Novabase have the following composition for the 2021/2023 triennium:
Chairman and Director with delegated powers: Luís Paulo Cardoso Salvado Director with delegated powers: Álvaro José da Silva Ferreira Non-Executive member of the Board of Directors: José Sancho García Non-Executive member of the Board of Directors: Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board of Directors: José Afonso Oom Ferreira de Sousa Non-Executive member of the Board of Directors: Madalena Paz Ferreira Perestrelo de Oliveira Director with special responsibilities (responsible for the business area related with Novabase Capital and for the investors' relations, marketing and communication and information technologies areas): María del Carmen Gil Marín Non-Executive member of the Board of Directors: Rita Wrem Viana Branquinho Lobo Carvalho Rosado
Chairman: António Manuel da Rocha e Menezes Cordeiro Secretary: Catarina Maria Marante Granadeiro
Member: Fátima do Rosário Piteira Patinha Farinha Chairman: Álvaro José Barrigas do Nascimento Deputy: Manuel Saldanha Tavares Festas Member: João Luís Correia Duque
Effective: KPMG & Associados – S.R.O.C., S.A., represented by Paulo Alexandre Martins Quintas Paixão Deputy: Maria Cristina Santos Ferreira
Member: João Francisco Ferreira de Almada e Quadros Saldanha Chairman: Francisco Luís Murteira Nabo Member: Pedro Miguel Duarte Rebelo de Sousa
At the meeting of the Board of Directors of Novabase, which was also held on 25 May, it was resolved to appoint the secretary of Novabase for the 2021/2023 term of office, in accordance with the following terms:
Deputy: Carolina Duarte Simões Pereira Barrueca Effective: Marta Isabel dos Reis da Graça Rodrigues do Nascimento
(Under the terms of section c) of paragraph 1 of article 9 of the Portuguese Securities Market Commission - CMVM – Regulation no. 5/2008, with the identification of the respective allocation of voting rights in accordance with paragraph 1 of article 20 of the Portuguese Securities Code)
The holdings identified below correspond to the last positions notified to the Company with reference to 30 June 2021 or a previous date.
There are no categories of shares with special rights.
| % share capital and voting |
|||
|---|---|---|---|
| Holders | No. shares | rights | |
| HNB – S.G.P.S., S.A. (1) | 10,810,823 | 34.43% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 6.68% | |
| Luís Paulo Cardoso Salvado (1) | 1 | 0.00% | |
| Álvaro José da Silva Ferreira (1) | 1 | 0.00% | |
| José Afonso Oom Ferreira de Sousa (1) | 1 | 0.00% | |
| Holding under the Shareholders Agreement concerning NOVABASE (2) | 12,908,439 | 41.11% | |
| Partbleu, Sociedade Gestora de Participações Sociais, S.A. (3) | 3,180,444 | 10.13% | |
| IBI - Information Business Integration, A.G. (4) | 4,430,935 | 14.11% | |
| Lazard Frères Gestion SAS | 1,570,870 | 5.00% | |
| Walter Rey | 748,000 | 2.38% | |
| Santander Small Caps España, FI (5) | 694,649 | 2.21% | |
| Total | 23,533,337 | 74.94% |
(1) José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB – S.G.P.S., S.A., having executed a shareholders agreement concerning the entirety of the share capital of this company.
(2) The total holding is attributed to José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and Pedro Miguel Quinteiro Marques de Carvalho, under the terms of the Shareholders Agreement concerning Novabase.
(3) When Novabase was notified of this holding, it was informed that this company was indirectly held in 72% by Mr. Miguel Pais do Amaral, and therefore the corresponding voting rights were attributed to him.
(4) When Novabase received communication of this holding, it was informed that (i) José Sancho García is the controlling shareholder of this company, and therefore the corresponding voting rights are attributed to him, and (ii) José Sancho García is also the direct holder of 3,704 Novabase shares representing 0.011% of the voting rights. Thus, the voting rights attributable to Mr. José Sancho García in Novabase are 14.121%.
(5) When Novabase was notified of this holding, it was informed that the fund identified was managed by Santander Asset Management, S.A., S.G.I.I.C..
(Under the terms of paragraph 5 of article 447 of the Portuguese Commercial Companies Code)
The shareholding of each of these members of the corporate bodies corresponds to the last position notified to the Company with reference to 30 June 2021 or a previous date. The functions of each of these corporate bodies are described in Annex I of this Report.
| % share capital | |||
|---|---|---|---|
| Holders | No. shares | and voting rights |
|
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 6.68% | |
| Manuel Saldanha Tavares Festas | 74,986 | 0.24% | |
| María del Carmen Gil Marín | 23,001 | 0.07% | |
| José Sancho García (1) | 3,704 | 0.01% | |
| João Luís Correia Duque | 500 | 0.00% | |
| Luís Paulo Cardoso Salvado (2) | 1 | 0.00% | |
| Álvaro José da Silva Ferreira (2) | 1 | 0.00% | |
| José Afonso Oom Ferreira de Sousa (2) | 1 | 0.00% | |
| Rita Wrem Viana Branquinho Lobo Carvalho Rosado | 0 | 0.00% | |
| Madalena Paz Ferreira Perestrelo de Oliveira | 0 | 0.00% | |
| Álvaro José Barrigas do Nascimento | 0 | 0.00% | |
| Fátima do Rosário Piteira Patinha Farinha | 0 | 0.00% | |
| KPMG & Associados – S.R.O.C., represented by Paulo Alexandre Martins Quintas Paixão | 0 | 0.00% | |
| Maria Cristina Santos Ferreira | 0 | 0.00% | |
| Total | 2,199,807 | 7.01% |
(1) José Sancho García is the controlling shareholder of IBI - Information Business Integration, A.G., company that held 4,430,935 shares representing 14.11% of Novabase's share capital and respective voting rights at 30 June 2021.
(2) Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are shareholders of HNB – S.G.P.S., S.A., where they hold management positions. HNB – S.G.P.S., S.A. held 10,810,823 shares representing 34.43% of Novabase's share capital and respective voting rights at 30 June 2021.
In addition to those mentioned to in this document (at the management transactions item), no encumbrances or other acquisitions or changes in the ownership of shares representing the Company's share capital (or of a company in a control or group relationship with the Company) were undertaken by the Members of the Board of Directors and Supervisory Bodies, nor any promissory, option or repurchase agreements, nor other agreements with similar effects on such shares.
No other transactions of the type described above were likewise carried out by any person falling under the scope of paragraphs 2 a) to d) of article 447 of the Portuguese Companies Code.
Finally, it should be clarified that neither the Company nor any company in a control or group relationship with it is an issuer of bonds.
(Under the terms of article 248-B of the Portuguese Securities Code)
During the period, the following transactions on Novabase's ordinary shares were carried out by the persons falling under the scope article 447 of the Portuguese Companies Code:
| Director / closely associated person |
Transaction | Date | Location | No. shares | Price per share (€) |
|---|---|---|---|---|---|
| HNB – S.G.P.S., S.A. | Acquisition | 01/13/2021 | Outside regulated market |
650,924 | 3.300 |
| HNB – S.G.P.S., S.A. | Acquisition (1) | 05/28/2021 | Outside regulated market |
1,025,070 | 3.715 |
| IBI - Information Business Integration, A.G. |
Acquisition (1) | 06/24/2021 | Outside regulated market |
341,690 | 3.715 |
(1) Following purchase and sale agreements of Novabase shares entered into with Mediaries - Serviços de Consultoria e Gestão, Lda., company held and controlled by the previous Novabase Director João Nuno da Silva Bento, being his spouse - Paulina Cecília Carriço Leite da Cunha Bento - also a controlling associate and manager of the said company.
(Under the terms of section d) of paragraph 5 of article 66.º of the Portuguese Commercial Companies Code)
At 31 December 2020, Novabase S.G.P.S. held 676,611 own shares, representing 2.15% of its share capital.
During the 1st half of 2021, there were no own shares transactions.
Thus, at 30 June 2021, Novabase S.G.P.S. held 676,611 own shares, representing 2.15% of the share capital and voting rights to which the own shares held would correspond.
During the period, Novabase S.G.P.S. shares always had a nominal value of € 1.74.
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(Unaudited)
NOVABASE S.G.P.S., S.A.
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| ● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2021 | 6 | |
|---|---|---|
| ● | Condensed Consolidated Interim Statement of Profit or Loss for the period of 6 months ended 30 June 2021 | 7 |
| ● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2021 | 8 | |
| ● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2021 | 9 | |
| ● | ● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2021 Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2021 |
10 11 |
| Note 1. General information and activity | 11 | |
| Note 2. Significant accounting policies | 12 | |
| Note 3. Critical accounting estimates and judgements | 13 | |
| Note 4. Segment information | 13 | |
| Note 5. Companies included in consolidation | 15 | |
| Note 6. Property, plant and equipment | 15 | |
| Note 7. Intangible assets | 16 | |
| Note 8. Deferred tax assets | 16 | |
| Note 9. Trade and other receivables | 17 | |
| Note 10. Cash and cash equivalents | 17 | |
| Note 11. Reserves and retained earnings | 18 | |
| Note 12. Non-controlling interests | 18 | |
| Note 13. Borrowings | 18 | |
| Note 14. Provisions | 20 | |
| Note 15. Other non-current liabilities | 20 | |
| Note 16. Trade and other payables | 20 | |
| Note 17. Deferred income and other current liabilities | 20 | |
| Note 18. Employee benefit expense | 21 | |
| Note 19. Other gains/(losses) - net | 21 | |
| Note 20. Finance income | 21 | |
| Note 21. Finance costs | 21 | |
| Note 22. Income tax expense | 22 | |
| Note 23. Earnings per share | 22 | |
| Note 24. Related parties | 22 | |
| Note 25. Discontinued operations | 23 | |
| Note 26. Fair value measurement of financial instruments | 25 | |
| Note 27. Contingencies | 27 | |
| Note 28. Events after the reporting period | 27 | |
| Note 29. Note added for translation | 27 | |
| Securities held by Corporate Bodies | 29 | |
| ● | Securities issued by the Company and Companies in a control or group relationship with Novabase S.G.P.S., held by members | 31 |
| of the corporate bodies of Novabase S.G.P.S. |
These condensed consolidated interim financial statements does not include all the notes of the type normally included in an annual financial statements. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020 and any public announcements made by NOVABASE during the interim reporting period.
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2021
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 30.06.21 | 31.12.20 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 6 | 7,223 | 9,095 |
| Intangible assets | 7 | 11,891 | 12,063 |
| Investments in associates | 193 | 223 | |
| Financial assets at fair value through profit or loss Deferred tax assets |
26 8 |
12,633 7,829 |
12,601 7,947 |
| Other non-current assets | 2,025 | 2,025 | |
| Total Non-Current Assets | 41,794 | 43,954 | |
| Current Assets | |||
| Inventories | 10 | 10 | |
| Trade and other receivables Accrued income |
9 | 44,690 4,349 |
42,660 3,556 |
| Income tax receivable | 2,600 | 2,988 | |
| Derivative financial instruments | 26 | 20 | 64 |
| Other current assets | 6,686 | 4,290 | |
| Cash and cash equivalents | 10 | 68,510 | 71,929 |
| Total Current Assets | 126,865 | 125,497 | |
| Assets from discontinued operations | 25 | 339 | 342 |
| Total Assets | 168,998 | 169,793 | |
| Equity | |||
| Share capital | 54,638 | 54,638 | |
| Treasury shares | (1,177) | (1,177) | |
| Share premium | 226 | 226 | |
| Reserves and retained earnings | 11 | 3,383 | (4,124) |
| Profit for the period | 3,277 | 7,486 | |
| Total Equity attributable to owners of the parent | 60,347 | 57,049 | |
| Non-controlling interests | 12 | 9,051 | 10,047 |
| Total Equity | 69,398 | 67,096 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 13 | 17,242 | 21,493 |
| Provisions | 14 | 5,156 | 5,233 |
| Other non-current liabilities | 15 | 2,099 | 3,705 |
| Total Non-Current Liabilities | 24,497 | 30,431 | |
| Current Liabilities | |||
| Borrowings | 13 | 8,694 | 9,432 |
| Trade and other payables | 16 | 41,017 | 40,313 |
| Income tax payable | 82 | 53 | |
| Derivative financial instruments | 26 | 73 | 9 |
| Deferred income and other current liabilities | 17 | 19,634 | 16,148 |
| Total Current Liabilities | 69,500 | 65,955 | |
| Liabilities from discontinued operations | 25 | 5,603 | 6,311 |
| Total Liabilities | 99,600 | 102,697 | |
| Total Equity and Liabilities | 168,998 | 169,793 | |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.21 | 30.06.20 | ||
| Continuing operations | ||||
| Services rendered | 4 | 67,644 | 63,668 | |
| External supplies and services | (20,080) | (20,519) | ||
| Employee benefit expense | 18 | (41,187) | (40,277) | |
| Net impairment losses on trade and other receivables | 9 | (66) | 18 | |
| Other gains/(losses) - net | 19 | (33) | 2,571 | |
| Depreciation and amortisation | (1,798) | (2,174) | ||
| Operating Profit | 4,480 | 3,287 | ||
| Finance income | 20 | 366 | 650 | |
| Finance costs | 21 | (559) | (1,831) | |
| Share of loss of associates | (30) | (29) | ||
| Earnings Before Taxes (EBT) | 4,257 | 2,077 | ||
| Income tax expense | 22 | (975) | (206) | |
| Profit from continuing operations | 3,282 | 1,871 | ||
| Discontinued operations | ||||
| Profit from discontinued operations | 25 | 46 | 3,202 | |
| Profit for the period | 3,328 | 5,073 | ||
| Profit attributable to: | ||||
| Owners of the parent | 3,277 | 4,819 | ||
| Non-controlling interests | 51 | 254 | ||
| 3,328 | 5,073 | |||
| Earnings per share from continuing and discontinued operations | ||||
| attributable to owners of the parent (Euros per share) | ||||
| Basic earnings per share | ||||
| From continuing operations | 23 | 0.11 Euros | 0.05 Euros | |
| From discontinued operations | 23 | Zero Euros | 0.10 Euros | |
| From profit for the period | 23 | 0.11 Euros | 0.16 Euros | |
| Diluted earnings per share | ||||
| From continuing operations | 23 | 0.10 Euros | 0.05 Euros | |
| From discontinued operations From profit for the period |
23 23 |
Zero Euros | 0.10 Euros | |
| 0.11 Euros | 0.16 Euros | |||
| 6 M * - period of 6 months ended | ||||
| THE CERTIFIED ACOUNTANT | THE BOARD OF DIRECTORS |

| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.21 | 30.06.20 | ||
| Profit for the period | 3,328 | 5,073 | ||
| Other comprehensive income for the period Items that may be reclassified to profit or loss |
||||
| Exchange differences on foreign operations, net of tax | (2) | 592 | ||
| Other comprehensive income for the period | (2) | 592 | ||
| Total comprehensive income for the period | 3,326 | 5,665 | ||
| Total comprehensive income attributable to: | ||||
| Owners of the parent | 3,263 | 5,124 | ||
| Non-controlling interests | 63 | 541 | ||
| 3,326 | 5,665 |
6 M * - period of 6 months ended
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock options reserves |
Exchange dif. Reserves operations |
on foreign and retained -controlling earnings |
Non interests |
Total Equity |
|
| Balance at 1 January 2020 | 54,638 | (655) | 226 | 3,140 | 7 | (4,521) | 16,456 | 18,329 | 87,620 | |
| Profit for the period | - | - | - | - | - | - | 4,819 | 254 | 5,073 | |
| Other comprehensive income for the period | - | - | - | - | - | 305 | - | 287 | 592 | |
| Total comprehensive income for the period | - | - | - | - | - | 305 | 4,819 | 541 | 5,665 | |
| Transactions with owners | ||||||||||
| Treasury shares movements | - | (408) | - | - | - | - | (265) | - | (673) | |
| Share-based payments | - | - | - | - | 12 | - | - | - | 12 | |
| Change in consolidation perimeter | - | - | - | - | - | - | - | (672) | (672) | |
| Transactions with owners | - | (408) | - | - | 12 | - | (265) | (672) | (1,333) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | ||||||||||
| Transactions with non-controlling interests | - | - | - | - | - | 145 | (18,433) | (9,162) | (27,450) | |
| Balance at 30 June 2020 | 54,638 | (1,063) | 226 | 3,140 | 19 | (4,071) | 2,577 | 9,036 | 64,502 | |
| Balance at 1 January 2021 | 54,638 | (1,177) | 226 | 3,140 | 41 | (4,914) | 5,095 | 10,047 | 67,096 | |
| Profit for the period | - | - | - | - | - | - | 3,277 | 51 | 3,328 | |
| Other comprehensive income for the period | 11, 12 | - | - | - | - | - | (14) | - | 12 | (2) |
| Total comprehensive income for the period | - | - | - | - | - | (14) | 3,277 | 63 | 3,326 | |
| Transactions with owners | ||||||||||
| Share-based payments | 11 | - | - | - | - | 16 | - | - | - | 16 |
| Transactions with owners | - | - | - | - | 16 | - | - | - | 16 | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | ||||||||||
| Transactions with non-controlling interests | 11, 12 | - | - | - | - | - | - | 19 | (1,059) | (1,040) |
| Balance at 30 June 2021 | 54,638 | (1,177) | 226 | 3,140 | 57 | (4,928) | 8,391 | 9,051 | 69,398 |
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 6 M * | ||||
| Note | 30.06.21 | 30.06.20 | ||
| Cash flows from operating activities | ||||
| Net cash from operating activities | 2,390 | 2,934 | ||
| Cash flows from investing activities | ||||
| Proceeds: | ||||
| Sale of subsidiaries (i) | 25 | 46 | 42,082 | |
| Sale of associates and other participated companies Disposal of debt securities |
4 - |
4 3,026 |
||
| Sale of property, plant and equipment | 8 | 64 | ||
| Interest received | 1 | 66 | ||
| Dividends received | 20 | 90 | 43 | |
| 149 | 45,285 | |||
| Payments: | ||||
| Acquisition of subsidiaries Acquisition of property, plant and equipment |
25 | - (280) |
(3,456) (431) |
|
| Acquisition of intangible assets | (2) | (59) | ||
| (282) | (3,946) | |||
| Net cash from / (used in) investing activities | (133) | 41,339 | ||
| Cash flows from financing activities | ||||
| Proceeds: Proceeds from borrowings |
13 (a) | - | 10,250 | |
| - | 10,250 | |||
| Payments: | ||||
| Repayment of borrowings | 13 (a) | (3,200) | (2,938) | |
| Transactions with non-controlling interests | 11 | (1,040) | (20,000) | |
| Payment of lease liabilities Interest paid |
13 (a) | (1,269) (410) |
(2,000) (590) |
|
| Purchase of treasury shares | - | (673) | ||
| (5,919) | (26,201) | |||
| Net cash used in financing activities | (5,919) | (15,951) | ||
| Cash and cash equivalents at 1 January | 10 | 71,948 | 48,782 | |
| Net increase (decrease) of cash and cash equivalents | (3,662) | 28,322 | ||
| Effects of change in consolidation perimeter (i) | 25 | - | (1,857) | |
| Effect of exchange rate changes on cash and cash equivalents | 250 | (238) | ||
| Cash and cash equivalents at 30 June | 10 | 68,536 | 75,009 |
6 M * - period of 6 months ended
(i) The amount presented in the condensed consolidated interim statement of cash flows for the 6 months of 2020 (under 'Sale of subsidiaries, net of cash disposed of' caption) has been disaggregated in these condensed financial statements, in order to distinguish between the consideration received from the sale of subsidiaries and the effect on the Group's cash and cash equivalents of such disposals (see note 25).
For cash flows of discontinued operations see note 25.
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Novabase, Sociedade Gestora de Participações Sociais, S.A. - Public Company, with head office in Av. D. João II, 34, Parque das Nações, 1998- 031 Lisbon, Portugal, holds and manages financial holdings in other companies as an indirect way of doing business, being the Holding Company of Novabase Group. Novabase Group (hereinafter referred to as Novabase Group, Group or Novabase) refers to Novabase S.G.P.S., S.A. and the companies included in the respective consolidation perimeter, which are detailed and disclosed in note 6 in the consolidated financial statements of the 2020 Annual Report (see also note 5).
Novabase's activity is aggregated into 2 operating segments:
(i) Next-Gen (NG) - This area, which operates under the Celfocus commercial brand according to Novabase's new brand architecture, develops activities of IT consulting and services with technology offerings that tend to be more advanced and targeted mainly to the Financial Services (Banks, Insurance and Capital Markets) and Telecommunications (Operators) industries, and to the most competitive markets (Europe and Middle East);
(ii) Value Portfolio (VP) - This area of Novabase, where the Neotalent commercial brand operates, develops activities of IT consulting and services of IT Staffing. It also develops a venture capital activity through Novabase Capital, S.C.R., S.A..
Novabase is listed on the Euronext Lisbon.
The share capital is represented by 31,401,394 shares (31.12.20: 31,401,394 shares), with all shares having a nominal value of 1.74 Euros each during all the period. At 30 June 2021, Novabase held 676,611 own shares representing 2.15% of its share capital, with no own shares transactions occurred in the semester.
The 2021 General Meeting of Shareholders held on 25 May appointed new corporate bodies for the 2021/2023 triennium. It should be noted that the executive team is now comprised of Luís Paulo Salvado and Álvaro Ferreira as directors with delegated powers, and María Gil Marín as director with special responsibilities.
These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on 28 September 2021.
Following a 2020 marked by the success on the execution of some M&A operations relevant to the Group's strategy, namely the acquisition of the remaining stake in Celfocus – the core asset of Novabase's 2019+ Strategy of becoming a "Next-Gen IT Services Company", the adjustment to the consideration on the sale of GTE Business and the disposal of the subsidiary Collab, the 1st half of 2021 was characterised by intense operational activity and strong performance of the businesses, and no changes occurred in the composition of the Group or the reportable segments nor were recorded operations or items considered unusual:
• Next-Gen started the year with great momentum, grewing at double-digits, +11% compared to the same period of last year, a fully organic growth and mainly driven by international operations (+13%). In the target geographies – Europe and Middle East – Next-Gen grew 16%, rising the non-domestic business to almost 2/3 of its Turnover. Next-Gen's profitability also improved, with the EBITDA margin increasing 160 basis points YoY, to 8.2%;
• Value Portfolio had an upward trajectory, growing its Turnover in the two quarters of 2021 at a rhythm of 4% per quarter, but not yet reaching the 1H2020 figures. This growth suggests a recovery trend, after some Covid-effects observed, especially during the second half of 2020, in the Spanish market of IT Staffing. Value Portfolio presented an EBITDA margin of 12.6%, a resilient performance despite the YoY decline.
As in most of the year 2020, the 1st half of 2021 continued to be marked by the Covid-19 pandemic. Portugal witnessed the worsening of the pandemic crisis at the beginning of the first quarter of the year, with a new wave of infections and a new general confinement being imposed. In Europe, lockdowns were intermittent. As of the middle of the second quarter, the pandemic situation started to improve, with the consequent lifting of some restrictive measures in Portugal and throughout Europe. The impacts on the Group arising from the pandemic can be summarised as follows:
• Operating - There was no material impact on the direct operating conditions during the first-half of 2021, since Novabase's teams have been working remotely since the beginning of the pandemic. The Nearshore Agile delivery model enabled customer operations to continue seamlessly and smoothly. The Group's Pandemic Task Force continued to support the operations, while taking all necessary health measures to protect the entire community;
• Financial - No relevant negative impacts were observed either. Contrariwise, and as mentioned before, Next-Gen performed well and is on a strong operational course, benefitting from a focus on resilient sectors and larger-sized customers. Value Portfolio showed a recovery trend, and is well positioned for continued growth and to generate further value to fund Next-Gen strategy, as economies gradually open;
• Strategy - Impacts include delays in the foreseen M&A initiatives and in winning new clients of size, above all in Europe, due to travel restrictions.
Covid-19 pandemic is currently still spreading globally, with Delta variant becoming dominant and many countries experiencing the fourth wave of the pandemic, so the economic landscape remains complex and with a high-level of uncertainty. However, considering the events that have taken place so far, it is not expected that the effects of the pandemic could jeopardize the Novabase's strategic objectives nor the continuity of its operations. The Group will continue monitoring the pandemic's evolution and giving priority to the implementation of all measures considered adequate to mitigate the impacts of this adverse context, in line with the recommendations of the authorities and on all stakeholders' best interest.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2020, as described in those financial statements, except for the adoption of new standards, amendments and interpretations, effective as of 1 January 2021 (see note 2.2.). The accounting standards, amendments and interpretations recently issued, but which have not yet come into force, can also be analysed in note 2.2.
As mentioned in note 3 - Financial risk management policy in the consolidated financial statements of the 2020 Annual Report, the Group is exposed to several risks as a result of its normal activity, which are monitored and mitigated throughout the year. During the first six months of 2021, and despite the Covid-19 pandemic context, there were no material changes that could significantly change the assessment of the risks to which the Group is exposed to.
The condensed consolidated interim financial statements for the period of six months ended 30 June 2021 have been prepared in accordance with IAS 34 – 'Interim financial reporting'. These condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2020, which have been prepared in accordance with IFRS's, as adopted by the European Union (EU).
These consolidated financial statements were prepared and structured to present fairly the Group's operations, as well as its financial position, financial performance and cash flows. Focusing on the relevance of information, the financial statements include essentially an explanation of the significant events and transactions for an understanding of the major changes to the financial position and performance of the Group since the last annual financial report. Some of the notes from the 2020 Annual Report are omitted because no changes occurred, or they are not materially relevant for an understanding of the interim financial statements. Similarly, some information required by IAS 34 was moved to the back of the notes because it was considered not to be immediately relevant for an understanding of the major changes during the interim period, namely the information about the valuation of financial instruments.
The Group's condensed consolidated financial statements were prepared on a going concern basis, based on the historical cost principle, except for assets and liabilities measured at fair value, that is, the financial assets at fair value through profit or loss and the derivative financial instruments.
These financial statements are presented in thousands of Euros (EUR thousand), rounded to the nearest thousand, except otherwise stated.
These financial statements have not been audited.
A number of amended standards became applicable for the current reporting period:
| Standard, amendment or interpretation | Description | Issued in: | Mandatory application on or after: |
|---|---|---|---|
| Amendments to IFRS 4 – 'Insurance contracts - Extension of the temporary exemption from applying IFRS 9' |
These amendments aim to address the temporary accounting consequences of the different effective dates of IFRS 9 and the new standard for insurance contracts replacing IFRS 4 (IFRS 17). These amendments change the fixed date of the temporary exemption in IFRS 4 from applying IFRS 9 - 'Financial Instruments' until 1 January 2023. |
25/Jun/20 | 1/Jan/21 |
| Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – 'Interest rate benchmark reform - phase 2' |
These amendments address issues that arise during the reform of an interest rate benchmark, including the replacement of one benchmark with an alternative one. |
27/Aug/20 | 1/Jan/21 |
| Amendment to IFRS 16 – 'Leases - Covid-19-related rent concessions beyond 30 June 2021' |
The March 2021 amendment extends the applicable period of the practical expedient provided for in IFRS 16 – 'Leases - Covid-19-related rent concessions' from 30 June 2021 to 30 June 2022. |
31/Mar/21 | 1/Apr/21 (1) |
(1) Pending endorsement by the European Union.
Except for the amendments to IFRS 4, which affect only insurance companies and therefore had no impact on the Group's financial statements, none of the amended standards applied by the Group for the first time in this period had a significant impact on the financial statements, nor retrospective adjustments were made as a result of its adoption.
In addition to new standards, interpretations and amended standards published until 31 December 2020, not yet effective in this reporting period and which the Group decided not to early adopt, as described in the 2020 annual financial statements, a number of amendments to existing standards were issued before 30 June 2021 with an effective date beginning on or after 1 July 2021 as set out below:
| Standard, amendment or interpretation | Description | Issued in: | Mandatory application on or after: 1/Jan/23 |
|
|---|---|---|---|---|
| Amendment to IAS 1 – 'Presentation of financial statements - Disclosure of accounting policies' |
The amendment to IAS 1 requires companies to disclose their material accounting policy information rather than their significant accounting policies. To provide guidance on how to apply the concept of materiality to accounting policy disclosures, the IASB also amended IFRS Practice Statement 2 – 'Making Materiality Judgements'. |
12/Feb/21 | ||
| Amendment to IAS 8 – 'Accounting policies, changes in accounting estimates and errors - Definition of accounting estimates' |
This amendment introduces the definition of accounting estimates and clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. |
12/Feb/21 | 1/Jan/23 | |
| Amendment to IAS 12 – 'Income taxes - Deferred tax related to assets and liabilities arising from a single transaction' |
This amendment clarifies how companies account for deferred tax on transactions such as leases and decommissioning obligations. |
7/May/21 | 1/Jan/23 |
The Management is currently evaluating the impact of adopting these amendments to existing standards, and so far does not expect a significant impact on the Group's consolidated financial statements.
The preparation of interim financial statements requires Management to use judgement, and to make estimates and follow assumptions that impact the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Consequently, 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 applied to the consolidated financial statements for the year ended 31 December 2020, considering the below mentioned about the Covid-19 pandemic.
Considering the mentioned in note 1 - General information and activity above, and the information disclosed in note 4 - Critical accounting estimates and judgements in the consolidated financial statements of the 2020 Annual Report, the Group does not anticipate, at this date, changes in the most relevant estimates, namely in what concerns to goodwill impairment, fair value of financial instruments, impairment of financial assets and provisions.
_________
Novabase's activity is aggregated into two operating segments, Next-Gen and Value Portfolio, and no changes occurred in this interim period in the basis of segmentation or in the basis of measurement of segment's profit or loss in relation to the last annual financial statements.
Novabase's activity does not have, on a biannual basis, any significant seasonality.
Operating segments are reported consistently with the internal reporting that is provided to the Management, based on which it evaluates the performance of each segment and allocates the available resources.
The amounts reported in each operating segment result from the aggregation of the subsidiaries defined in each segment perimeter1 and the elimination of transactions between companies of the same segment. All inter-segment revenues correspond to market prices.
1 The companies considered in each operating segment are presented in note 6 in the consolidated financial statements of the 2020 Annual Report. For the purposes of segment reporting, Novabase S.G.P.S., S.A. and Novabase Serviços, S.A. (companies including the Group's top management and shared services, respectively) are considered to be an integral part of the Value Portfolio segment.
Revenues from operating segments, as well as other measures of profit or loss and material items within the consolidated statement of profit or loss, can be analysed as follows:
| Value | |||
|---|---|---|---|
| Portfolio | Next-Gen | Novabase | |
| 1st half of 2020 | |||
| Total segment revenues1 | 23,089 | 46,208 | 69,297 |
| Sales and services rendered - inter-segment | 4,988 | 641 | 5,629 |
| Sales and services rendered - external customers | 18,101 | 45,567 | 63,668 |
| Operating Profit | 1,184 | 2,103 | 3,287 |
| Finance results | (752) | (429) | (1,181) |
| Share of loss of associates | (29) | - | (29) |
| Income tax expense | - | (206) | (206) |
| Profit from continuing operations | 403 | 1,468 | 1,871 |
| Profit from discontinued operations (note 25) | 3,202 | - | 3,202 |
| Other information: | |||
| Depreciation and amortisation | (1,283) | (891) | (2,174) |
| (Provisions) / Provisions reversal | 88 | 1,645 | 1,733 |
| Net impairment losses on trade and other receivables | 27 | (9) | 18 |
| Value | |||
|---|---|---|---|
| Portfolio | Next-Gen | Novabase | |
| 1st half of 2021 | |||
| Total segment revenues1 | 22,469 | 50,686 | 73,155 |
| Sales and services rendered - inter-segment | 5,376 | 135 | 5,511 |
| Sales and services rendered - external customers | 17,093 | 50,551 | 67,644 |
| Operating Profit | 1,084 | 3,396 | 4,480 |
| Finance results | (133) | (60) | (193) |
| Share of loss of associates | (30) | - | (30) |
| Income tax expense | (139) | (836) | (975) |
| Profit from continuing operations | 782 | 2,500 | 3,282 |
| Profit from discontinued operations (note 25) | 46 | - | 46 |
| Other information: | |||
| Depreciation and amortisation | (1,065) | (733) | (1,798) |
| (Provisions) / Provisions reversal | 77 | - | 77 |
| Net impairment losses on trade and other receivables | 27 | (93) | (66) |
1 Net of intra-segment revenues (in the 1st half of 2020: EUR 8,406 thousand, of which EUR 3,761 thousand in Value Portfolio and EUR 4,645 thousand in Next-Gen, and in the 1st half of 2021: EUR 7,994 thousand, of which EUR 2,510 thousand in Value Portfolio and EUR 5,484 thousand in Next-Gen).
As part of the control of the strategic plan execution, Management monitors Turnover by geography, based on the location of the client where the project is delivered, being this geographical criterion also used for the disaggregation of revenue in investors presentations.
Sales and services rendered by geography are analysed as follows:
| Value | |||
|---|---|---|---|
| Portfolio | Next-Gen | Novabase | Total % |
| 100.0% | |||
| 43.7% | |||
| 49.6% | |||
| 763 | 3,451 | 4,214 | 6.6% |
| Total % | |||
| 100.0% | |||
| 10,271 | 18,202 | 28,473 | 42.1% |
| 6,283 | 29,036 | 35,319 | 52.2% |
| 18,101 10,828 6,510 Value Portfolio 17,093 |
45,567 17,016 25,100 Next-Gen 50,551 |
63,668 27,844 31,610 Novabase 67,644 |
In the 1st half of 2021, no entries nor exits from the consolidation perimeter occurred, thus the composition of the Group remains unchanged compared to that disclosed in note 6 in the 2020 annual financial statements. Worthy of note during this period is the 0.2% increase (to 51.8%) of the Group's interest in the subsidiary FCR NB Capital Inovação e Internacionalização, in the Value Portfolio segment, following a return of share capital of the referred Fund to its Participants (see notes 11 and 12).
The amounts presented under 'Property, plant and equipment' heading comprise own assets and right-of-use assets. The movement in the net book value of property, plant and equipment, during the 1st half of 2021, was as follows:
| Buildings and | Basic | Transport | Furniture, fit. Other tangible | |||
|---|---|---|---|---|---|---|
| other constr. | equipment | equipment | and equip. | assets | Total | |
| Cost Accumulated depreciation |
28,660 (21,699) |
7,442 (6,111) |
1,864 (1,297) |
1,731 (1,496) |
12 (11) |
39,709 (30,614) |
| Net book value at 31 December 2020 | 6,961 | 1,331 | 567 | 235 | 1 | 9,095 |
| 1st half of 2021 | ||||||
| Net book value at 1 January Acquisitions / increases |
6,961 - |
1,331 280 |
567 209 |
235 - |
1 - |
9,095 489 |
| Write-offs / disposals Depreciation |
(688) (1,152) |
(8) (285) |
(41) (159) |
- (28) |
- - |
(737) (1,624) |
| Net book value at the end of the period | 5,121 | 1,318 | 576 | 207 | 1 | 7,223 |
| Cost Accumulated depreciation |
27,592 (22,471) |
7,671 (6,353) |
1,632 (1,056) |
1,732 (1,525) |
12 (11) |
38,639 (31,416) |
| Net book value at 30 June 2021 | 5,121 | 1,318 | 576 | 207 | 1 | 7,223 |
Acquisitions of property, plant and equipment refer to 'Basic equipment' for the operations, mainly comprised of laptops, and right-of-use assets of 'Transport equipment' (see detail below).
The amount of depreciation recognised in profit or loss and included in 'Depreciation and amortisation' amounts to EUR 1,624 thousand (30.06.20: EUR 1,976 thousand). No amounts were included in 'Profit from discontinued operations' for both periods.
The net book value of right-of-use assets by class of underlying asset, as well as movements during the period, are detailed as follows:
| Buildings and other constr. |
Transport equipment |
Total | |
|---|---|---|---|
| Cost Accumulated depreciation |
25,343 (18,778) |
1,814 (1,247) |
27,157 (20,025) |
| Net book value at 31 December 2020 | 6,565 | 567 | 7,132 |
| 1st half of 2021 | |||
| Net book value at 1 January Acquisitions / increases Write-offs Depreciation |
6,565 - (688) (1,108) |
567 209 (41) (159) |
7,132 209 (729) (1,267) |
| Net book value at the end of the period | 4,769 | 576 | 5,345 |
| Cost Accumulated depreciation |
24,274 (19,505) |
1,580 (1,004) |
25,854 (20,509) |
| Net book value at 30 June 2021 | 4,769 | 576 | 5,345 |
Acquisitions and write-offs of right-of-use assets of 'Transport equipment' are part of the usual renewal of the Group's fleet. Write-offs of rights-ofuse assets of 'Buildings and other constructions' refer to the repeal without penalties of an office and parking lease agreement with an original term in 2024.
Information on the movements that occurred during the period in lease liabilities related to these right-of-use assets, namely, interest expense and lease payments, can be found in note 13.
The movement in the net book value of intangible assets, during the 1st half of 2021, was as follows:
| Intern. gener. Ind. prop. and intang. assets other rights |
Work in progress |
Goodwill | Total | ||
|---|---|---|---|---|---|
| Cost Accumulated amortisation |
10,549 (10,325) |
9,882 (9,738) |
194 - |
11,501 - |
32,126 (20,063) |
| Net book value at 31 December 2020 | 224 | 144 | 194 | 11,501 | 12,063 |
| 1st half of 2021 | |||||
| Net book value at 1 January Acquisitions / increases Amortisation |
224 - (78) |
144 2 (96) |
194 - - |
11,501 - - |
12,063 2 (174) |
| Net book value at the end of the period | 146 | 50 | 194 | 11,501 | 11,891 |
| Cost Accumulated amortisation |
10,549 (10,403) |
9,884 (9,834) |
194 - |
11,501 - |
32,128 (20,237) |
| Net book value at 30 June 2021 | 146 | 50 | 194 | 11,501 | 11,891 |
The amount of amortisation recognised in profit or loss and included in 'Depreciation and amortisation' is EUR 174 thousand (30.06.20: EUR 198 thousand), and included in 'Profit from discontinued operations' is EUR zero thousand (30.06.20: EUR 51 thousand).
The movement in deferred tax assets was as follows:
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Balance at 1 January | 7,947 | 9,585 |
| Profit or loss charge | (118) | (458) |
| Change in consolidation perimeter (note 25) | - | (1,180) |
| Balance at the end of the period | 7,829 | 7,947 |
The amount recognised in profit or loss and included in 'Income tax expense' is EUR -118 thousand (30.06.20: EUR 664 thousand), and included in 'Profit from discontinued operations' is EUR zero thousand (30.06.20: EUR -7 thousand).
For Novabase Group, the movement in deferred tax assets during the period without considering the offsetting of balances within the same tax jurisdiction is as follows:
| Tax Losses / | Tax | Provisions / | ||
|---|---|---|---|---|
| Other | Incentives | Adjustments | Total | |
| Balance at 1 January 2020 | (4) | 8,068 | 1,521 | 9,585 |
| Profit or loss charge | 4 | 44 | (506) | (458) |
| Change in consolidation perimeter | - | (1,059) | (121) | (1,180) |
| Balance at 31 December 2020 | - | 7,053 | 894 | 7,947 |
| Profit or loss charge | - | (304) | 186 | (118) |
| Balance at 30 June 2021 | - | 6,749 | 1,080 | 7,829 |
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Trade receivables Impairment allowance for trade receivables |
41,193 (952) |
36,200 (876) |
| 40,241 | 35,324 | |
| Financial holdings disposal | 215 | 215 |
| Capital subscribers of FCR Novabase Capital +Inovação | 1,898 | 1,898 |
| Value added tax | 1,540 | 3,990 |
| Receivables from financed projects | 1,401 | 1,491 |
| Prepayments to suppliers | 117 | 156 |
| Employees | 13 | 6 |
| Other receivables | 365 | 684 |
| Impairment allowance for other receivables | (1,100) | (1,104) |
| 4,449 | 7,336 | |
| 44,690 | 42,660 |
Movements in impairment allowances for trade and other receivables are analysed as follows:
| Trade receivables Other receivables |
Total | |||||
|---|---|---|---|---|---|---|
| 30.06.21 | 31.12.20 | 30.06.21 | 31.12.20 | 30.06.21 | 31.12.20 | |
| Balance at 1 January | 876 | 1,154 | 1,104 | 1,061 | 1,980 | 2,215 |
| Impairment | 178 | 146 | - | 51 | 178 | 197 |
| Impairment reversal | (108) | (125) | (4) | (8) | (112) | (133) |
| Exchange differences | 6 | (64) | - | - | 6 | (64) |
| Write-offs | - | (206) | - | - | - | (206) |
| Change in consolidation perimeter | - | (29) | - | - | - | (29) |
| Balance at the end of the period | 952 | 876 | 1,100 | 1,104 | 2,052 | 1,980 |
Impairment and impairment reversal for trade and other receivables recognised in profit or loss and included in 'Net impairment losses on trade and other receivables' is EUR -66 thousand (30.06.20: EUR 18 thousand), and included in 'Profit from discontinued operations' is EUR zero thousand (30.06.20: EUR 8 thousand).
With reference to the statement of cash flows, the detail and description of cash and cash equivalents is analysed as follows:
| 30.06.21 | 31.12.20 | |
|---|---|---|
| - Cash | 14 | 28 |
| - Short-term bank deposits | 68,522 | 71,920 |
| Cash and cash equivalents at the end of period | 68,536 | 71,948 |
| - Impairment allowance for short-term bank deposits | (26) | (19) |
| Cash and cash equivalents | 68,510 | 71,929 |
| Movements in impairment allowance for short-term bank deposits are analysed as follows: |
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Balance at 1 January | 19 | 27 |
| Impairment (note 21) | 18 | 5 |
| Impairment reversal (note 20) | (11) | (13) |
| Balance at the end of the period | 26 | 19 |
The impairment allowance for short-term bank deposits recognised in 'Finance costs' is EUR 18 thousand (30.06.20: EUR 52 thousand) and the impairment reversal recognised in 'Finance income' is EUR -11 thousand (30.06.20: EUR -19 thousand). No amounts were included in 'Profit from discontinued operations' for both periods.
Movements in 'Reserves and retained earnings' are analysed as follows:
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Balance at 1 January | (4,124) | (5,318) |
| Profit for the previous year | 7,486 | 20,400 |
| Exchange differences on foreign operations | (14) | (538) |
| Purchase and sale of treasury shares | - | (368) |
| Share-based payments | 16 | 34 |
| Transactions with non-controlling interests | 19 | (18,334) |
| Balance at the end of the period | 3,383 | (4,124) |
In 2021 and 2020, no amounts were distributed to shareholders.
In the 1st half of 2021, the Group performed a transaction with non-controlling interests (NCI) with the following impact:
| 30.06.21 | ||||
|---|---|---|---|---|
| Payment to NCI |
(Decrease) / increase of NCI |
Impact on Equity attrib. to owners of the parent |
||
| (i) | Increase of interest in FCR NB Capital Inovação e Internacionalização | 1,040 | (1,059) | 19 |
| 1,040 | (1,059) | 19 | ||
(i) Following a FCR NB Capital Inovação e Internacionalização share capital return to its Participants (distribution of excess cash), the Group increased its interest in the referred Fund by 0.2% (see notes 5 and 12). The correspondent payment to NCI is included in the 'Transactions with non-controlling interest' heading, in Cash flows from financing activities of the Condensed Consolidated Interim Statement of Cash Flows.
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Balance at 1 January | 10,047 | 18,329 |
| Transactions with non-controlling interests (notes 5 and 11) | (1,059) | (9,010) |
| Exchange differences on foreign operations | 12 | 560 |
| Profit attributable to non-controlling interests | 51 | 840 |
| Change in consolidation perimeter | - | (672) |
| Balance at the end of the period | 9,051 | 10,047 |
| 13. Borrowings | ||
| 30.06.21 | 31.12.20 | |
| Non-current | ||
| Bank borrowings | 13,500 | 16,200 |
| Lease liabilities | 3,742 | 5,293 |
| 17,242 | 21,493 | |
|---|---|---|
| Current | ||
| Bank borrowings | 5,900 | 6,400 |
| Lease liabilities | 2,794 | 3,032 |
| 8,694 | 9,432 | |
| Total borrowings | 25,936 | 30,925 |
The exposure of the Group's current bank borrowings to the contractual repricing dates are as follows:
| 6 months or less |
6 to 12 months |
Between 1 and 2 years |
Between 2 and 5 years |
Over 5 years |
Total | |
|---|---|---|---|---|---|---|
| Bank borrowings | 3,200 | 3,200 | 6,800 | 9,400 | - | 22,600 |
| Lease liabilities | 1,452 | 1,580 | 2,511 | 2,782 | - | 8,325 |
| At 31 December 2020 | 4,652 | 4,780 | 9,311 | 12,182 | - | 30,925 |
| Bank borrowings | 3,200 | 2,700 | 6,200 | 7,300 | - | 19,400 |
| Lease liabilities | 1,578 | 1,216 | 2,169 | 1,573 | - | 6,536 |
| At 30 June 2021 | 4,778 | 3,916 | 8,369 | 8,873 | - | 25,936 |
The weighted average effective interest rate of bank borrowings at the reporting date is 1.473% (31.12.20: 1.485%). Lease liabilities are presented after discounting the future finance charges, which amounts to EUR 457 thousand at 30 June 2021 (31.12.20: EUR 606 thousand). The weighted average incremental borrowing rate used when determining the present value of future lease payments is 2.489% (31.12.20: 2.484%).
During the 1st half of 2021, loan repayments with banking institutions amounted to EUR 3.2M€ (30.06.20: 2.9M€). No new loans were contracted in the period, nor were renegotiated the conditions or covenants in relation to the loans existing on 31 December 2020.
At 30 June 2021, the Group was complying with all contractual covenants, including the solvability ratio greater than 40% from BPI, which was not being complied with on 31 December 2020, but for which a waiver had been received regarding its applicability in 2020.
Movements in lease liabilities are as follows:
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Balance at 1 January | 8,325 | 11,568 |
| Increases | 209 | 1,598 |
| Termination of lease contracts | (729) | (1,056) |
| Interest expense (note 21) | 166 | 491 |
| Lease payments | (1,435) | (4,276) |
| Balance at the end of the period | 6,536 | 8,325 |
Note 6 provides information on the right-of-use assets of the Group related to these lease liabilities.
This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Cash and cash equivalents (amount before impairment losses) | 68,536 | 71,948 |
| Borrowings - repayable within one year (including overdrafts) | (8,694) | (9,432) |
| Borrowings - repayable after one year | (17,242) | (21,493) |
| Net debt | 42,600 | 41,023 |
| Cash and cash equivalents |
due within 1 year |
Bank borrow. Bank borrow. due after 1 year |
Lease liabilities due within 1 year |
Lease liabilities due after 1 year |
Net debt |
|
|---|---|---|---|---|---|---|
| At 1 January 2020 | 48,782 | (5,194) | (13,600) | (3,887) | (7,681) | 18,420 |
| Cash flows Acquisitions - lease liabilities Effect of exchange rate changes Change in consolidation perimeter Other non-cash movements |
25,234 - (211) (1,857) - |
6,194 - - - (7,400) |
(10,000) - - - 7,400 |
3,785 - - - (2,930) |
- (1,598) - - 3,986 |
25,213 (1,598) (211) (1,857) 1,056 |
| At 31 December 2020 | 71,948 | (6,400) | (16,200) | (3,032) | (5,293) | 41,023 |
| Cash flows Acquisitions - lease liabilities Effect of exchange rate changes Other non-cash movements |
(3,662) - 250 - |
3,200 - - (2,700) |
- - - 2,700 |
1,269 - - (1,031) |
- (209) - 1,760 |
807 (209) 250 729 |
| At 30 June 2021 | 68,536 | (5,900) | (13,500) | (2,794) | (3,742) | 42,600 |
Movements in provisions for other risks and charges are analysed as follows:
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Balance at 1 January | 5,233 | 8,623 |
| Additional provisions (note 19) | - | 475 |
| Reversals / charge-off (note 19) | (77) | (3,692) |
| Change in consolidation perimeter (note 25) | - | (173) |
| Balance at the end of the period | 5,156 | 5,233 |
The amount of provisions for other risks and charges recognised in profit or loss and included in 'Other gains/(losses) - net' is EUR -77 thousand (30.06.20: EUR -1,733 thousand). It is recalled that the comparative figure referred to the use of provisions for the reorganisation of the management provided for in the 2019+ Strategy, with the majority of the related costs being recognised in 'Employee benefit expense' heading of the same period.
| 30.06.21 | 31.12.20 | ||
|---|---|---|---|
| (*) | Acquisition of financial holdings Research and development grants |
1,682 417 |
3,165 540 |
| 2,099 | 3,705 |
(*) 'Acquisition of financial holdings' caption decreased EUR 1,483 thousand in the 1st half of 2021, against an increase of the caption under the same designation in 'Trade and other payables' (see note 16), reflecting the classification as current - meaning, with a maturity of up to 12 months at the reporting date - of part of the consideration for the acquisition of Celfocus S.A..
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Trade payables | 3,952 | 5,621 |
| Remunerations, holiday and holiday and Christmas allowances | 11,604 | 7,842 |
| Bonus | 8,184 | 11,546 |
| Acquisition of financial holdings (note 15) | 6,198 | 4,715 |
| Ongoing projects | 4,960 | 2,463 |
| Value added tax | 1,473 | 2,542 |
| Social security contributions | 1,304 | 2,090 |
| Income tax withholding | 1,272 | 1,389 |
| Employees | 106 | 82 |
| Amount to be paid to non-controlling interests | 1 | 1 |
| Prepayments from trade receivables | 2 | 2 |
| Other accrued expenses | 1,757 | 1,869 |
| Other payables | 204 | 151 |
| 41,017 | 40,313 |
| 30.06.21 | 31.12.20 | |
|---|---|---|
| Consulting projects | 19,322 | 15,884 |
| Research and development grants | 312 | 242 |
| Training grants | - | 22 |
| 19,634 | 16,148 |
| 30.06.21 | 30.06.20 | |
|---|---|---|
| Key management personnel compensation (note 24 i) | 1,542 | 1,955 |
| Wages and salaries of the employees | 31,731 | 29,478 |
| Employees social security contributions | 6,055 | 5,723 |
| Stock options granted (note 24 i) | 16 | 47 |
| Other employee expenses | 1,843 | 3,074 |
| 41,187 | 40,277 |
The year-on-year increase of 'Employee benefit expense', of approximately EUR 2.6 Million excluding the costs related with the execution of management overhaul provided for in the 2019+ Strategy recorded in the six months of 2020 (see note 14), is justified by Novabase's investment on Talent acquisition and is in line with the Turnover growth.
| 30.06.21 | 30.06.20 | ||
|---|---|---|---|
| Provisions for other risks and charges (note 14) | 77 | 1,733 | |
| (*) | Other operating income and expense | (110) | 838 |
| (33) | 2,571 |
(*) The decrease of 'Other operating income and expense', in year-on-year terms, is mainly explained by: (i) in the 1st half of 2020, a higher level of supplementary income was recognised, related to back-office services which continued to be provided in the subsidiaries sold Novabase Digital, S.A. and Collab (note 25); and (ii) also in the 1st half of 2020, a non-recurring gain was booked, in the amount of EUR 409 thousand, regarding the outcome of an old judicial process.
| 30.06.21 | 30.06.20 | ||
|---|---|---|---|
| Interest received | 5 | 101 | |
| Foreign exchange gains | 234 | 349 | |
| Fair value of financial assets adjustment (note 26) | 26 | - | |
| (*) | Dividends of financial assets | 90 | 43 |
| Reversal of impairment losses on bank balances (note 10) | 11 | 19 | |
| Reversal of impairment losses on debt securities | - | 138 | |
| 366 | 650 |
| 30.06.21 | 30.06.20 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (164) | (223) |
| - Lease liabilities (note 13) | (166) | (251) |
| - Other interest | - | (1) |
| Bank guarantees charges | (24) | (16) |
| Bank services and commissions | (42) | (69) |
| Foreign exchange losses | (136) | (1,202) |
| Fair value of financial assets adjustment (note 26) | (9) | - |
| Impairment losses on bank balances (note 10) | (18) | (52) |
| Other financial losses | - | (17) |
| (559) | (1,831) |
The decrease of 'Finance costs' heading, in year-on-year terms, was fundamentally driven by lower foreign exchange losses recognised in this period on foreign operations, as a result of the decrease of the exposure to economies with greater volatility that the Group has been operating.
The Group's income tax expense for the period differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the country of the Parent-Company due to the following:
| 30.06.21 | 30.06.20 | |
|---|---|---|
| Earnings before taxes | 4,257 | 2,077 |
| Income tax expense at nominal rate (21% in 2021 and 2020) | 894 | 436 |
| Recognition of tax on the events of previous years | 151 | - |
| Dividends | (19) | (9) |
| Associates' results reported net of tax | 6 | 6 |
| Autonomous taxation | 142 | 172 |
| Results in companies where no deferred tax is recognised | 29 | 179 |
| Expenses not deductible for tax purposes | (99) | (704) |
| Differential tax rate on companies located abroad | 19 | (32) |
| Research & Development tax benefit | (350) | 11 |
| Municipal Surcharge and State Surcharge | 149 | 117 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 53 | 30 |
| Income tax expense | 975 | 206 |
| Effective tax rate | 22.9% | 9.9% |
| 30.06.21 | 30.06.20 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,724,783 | 30,890,446 |
| Stock options adjustment | 91,539 | 150,466 |
| Adjusted weighted average number of ordinary shares in issue | 30,816,322 | 31,040,912 |
| Profit attributable to owners of the parent | 3,277 | 4,819 |
| Basic earnings per share (Euros per share) | 0.11 Euros | 0.16 Euros |
| Diluted earnings per share (Euros per share) | 0.11 Euros | 0.16 Euros |
| Profit from continuing operations attributable to owners of the parent | 3,231 | 1,617 |
| Basic earnings per share (Euros per share) | 0.11 Euros | 0.05 Euros |
| Diluted earnings per share (Euros per share) | 0.10 Euros | 0.05 Euros |
| Profit from discontinued operations attributable to owners of the parent | 46 | 3,202 |
| Basic earnings per share (Euros per share) | - | 0.10 Euros |
| Diluted earnings per share (Euros per share) | - | 0.10 Euros |
For reporting purposes, related parties include subsidiaries and associates, other participated companies classified as financial assets at fair value through profit or loss, shareholders and key elements in the management of the Group.
i) Key management personnel compensation
Remuneration assigned to the Board of Directors and other key management personnel, during the periods ended 30 June 2021 and 2020, are as follows:
| 30.06.21 | 30.06.20 | |
|---|---|---|
| Short-term employee benefits | 1,217 | 810 |
| Other long-term benefits | 325 | 1,145 |
| Stock options granted | 16 | 47 |
| 1,558 | 2,002 |
The total variable remuneration assigned to the Board of Directors of Novabase S.G.P.S. and other key management elements of the Group, regardless the year of allocation, which payment is deferred, amounts to EUR 2,019 thousand (31.12.20: EUR 2,104 thousand).
In addition, there are current receivable balances outstanding with key management personnel in the net amount of EUR 6 thousand at 30 June 2021 (31.12.20: EUR 10 thousand payable balances).
| Trade and other receivables |
Trade and other payables |
||||
|---|---|---|---|---|---|
| 30.06.21 | 31.12.20 | 30.06.21 | 31.12.20 | ||
| Associates | 47 | 47 | - | - | |
| Other participated companies | 1 | 40 | - | - | |
| 48 | 87 | - | - | ||
| Impairment allowances for trade and other receivables | - | - | |||
| 48 | 87 | ||||
| Services rendered | Interest received |
| 30.06.21 | 30.06.20 | 30.06.21 | 30.06.20 | ||
|---|---|---|---|---|---|
| Associates | 91 | 91 | - | - | |
| Other participated companies | 30 | 70 | 3 | - | |
| 121 | 161 | 3 | - |
| Non-current | ||||
|---|---|---|---|---|
| 30.06.21 | 31.12.20 | |||
| Associates | - | - | ||
| Other participated companies | ||||
| Loan to Powergrid, Lda. | 2,050 | 2,050 | ||
| Loan to Bright Innovation, Lda. | 1,477 | 1,477 | ||
| Loan to Radical Innovation, Lda. | 994 | 994 | ||
| Loan to Power Data, Lda. | 248 | 248 | ||
| Loan to Glarevision, S.A. | 180 | 180 | ||
| Loan to Probe.ly, Lda. | 75 | 75 | ||
| Loan to Habit Analytics, Inc. | 9 | 9 | ||
| 5,033 | 5,033 | |||
| Impairment allowance for loans to related parties | (3,223) | (3,223) | ||
| 1,810 | 1,810 |
Besides balances and transactions described in the tables above, no other balances or transactions exist with the Group's related parties.
On 4 November 2019, Novabase has entered into a sale and purchase agreement with VINCI Energies Portugal, S.G.P.S., S.A. ("VEP") to sell its GTE Business, through the sale of all shares representing the share capital of Novabase Digital, S.A., held in 90.1% by Novabase Consulting S.G.P.S., S.A.. The sale was substantially completed at the end of 2019, with the agreed purchase price paid on 9 January 2020.
In the 1st half of 2020, the parties confirmed a net adjustment to the price initially paid by VEP and the verification of the earn-out as set out in the agreement. As such, the consideration obtained with the sale increased to EUR 39,252 thousand, resulting in an adjustment to the capital gain of EUR 2,939 thousand.
Additionally, on 19 March 2020, Novabase and Netadmin System i Sverige AB ("Netadmin") entered into a sale and purchase agreement for all shares representing the share capital of the subsidiary Collab, held in 72.45% by Novabase Business Solutions, S.A. (and also held by the associate Fundo Capital Risco NB Capital in 17.75%). The subsidiary was sold on the date of this Agreement and was reported in the financial statements for the period ending 30 June 2020 as a discontinued operation.
On 28 June 2021, Novabase was informed by Netadmin of the First Additional Purchase Price (first-year earn-out) calculation, in the amount of EUR 63 thousand. The payment occurred at 30 June 2021. Since no amount was considered in 2020 for this contingent consideration, according to the Management estimate at the time of the sale, the Group recognised, in the 1st half of 2021, a capital gain adjustment in the amount of EUR 46 thousand. Notwithstanding, an arbitration procedure between the parties regarding the 'Holdback amount' paid by the purchaser in November 2020 is still ongoing.
Financial information relating to the discontinued operations for this period and comparative period is set out below. For further information about the discontinued operations, please refer to note 41 in the Group's annual financial statements for the year ended 31 December 2020.
| 30.06.20 | ||||
|---|---|---|---|---|
| COLLAB | GTE | Total | ||
| Revenue Expenses |
1,025 (1,005) |
132 (131) |
1,157 (1,136) |
|
| Results from operating activities | 20 | 1 | 21 | |
| Income tax | - | (1) | (1) | |
| Results from operating activities, net of tax | 20 | - | 20 | |
| Gain on sale of Business Income tax on gain on sale of Business |
243 - |
2,939 - |
3,182 - |
|
| Profit from discontinued operations, net of tax | 263 | 2,939 | ||
| 30.06.21 | ||||
| COLLAB | GTE | Total | ||
| Revenue Expenses |
- - |
- - |
- - |
|
| Results from operating activities | - | - | - | |
| Income tax | - | - | - | |
| Results from operating activities, net of tax | - | - | - | |
| Gain on sale of Business | 46 | - | 46 |
In the 1st half of 2021, the following movements occurred in assets and liabilities from discontinued operations:
The assets from discontinued operations, which correspond fully to the assets held in the Mozambican subsidiary NBMSIT, Sist. de Inf. e Tecnol., S.A. (discontinued following the GTE Business sale), decreased to EUR 339 thousand (31.12.20: EUR 342 thousand).
Income tax on gain on sale of Business - - -
Profit from discontinued operations, net of tax 46 - 46
| 30.06.20 | ||||
|---|---|---|---|---|
| COLLAB | GTE | IMS | Total | |
| Net cash used in operating activities | (395) | (1,561) | - | (1,956) |
| Net cash from investing activities | 3,260 | 35,366 | - | 38,626 |
| Net cash used in financing activities | (1) | (32) | (8) | (41) |
| Net cash flow for the period | 2,864 | 33,773 | (8) | 36,629 |
| Effects of change in consolidation perimeter | (1,857) | - | - | (1,857) |
| 30.06.21 | |||||
|---|---|---|---|---|---|
| COLLAB | GTE | IMS | Total | ||
| Net cash used in operating activities Net cash from investing activities Net cash used in financing activities |
(11) 46 - |
(690) - (4) |
- - - |
(701) 46 (4) |
|
| Net cash flow for the period | 35 | (694) | - | (659) | |
| Effects of change in consolidation perimeter | - | - | - | - |
At 30 June 2021, Net cash from investing activities corresponds to the cash inflow of the first-year earn-out on the sale of Collab. At 30 June 2020 corresponded to the financial inflow of the consideration obtained from GTE Business disposal (net of the amount paid for the acquisition to NCI of the remaining interest in the sold company, a condition precedent to the Business) and the receipt of the initial price agreed on the sale of Collab (excludes 'Holdback Amount').
| 30.06.20 | |
|---|---|
| Property, plant and equipment | (3) |
| Intangible assets | (612) |
| Financial assets at fair value through profit or loss | (20) |
| Deferred tax assets (note 8) | (1,180) |
| Trade and other receivables | (1,846) |
| Accrued income | (888) |
| Income tax receivable | (256) |
| Derivative financial assets | (2) |
| Other current assets | (50) |
| Cash and cash equivalents | (1,857) |
| Provisions (note 14) | 173 |
| Trade and other payables | 2,412 |
| Derivative financial liabilities | 1 |
| Deferred income and other current liabilities | 1,268 |
| Net assets | (2,860) |
| 30.06.20 | |
|---|---|
| Consideration received or receivable: Cash received Cash to be received, net of estimated price adjustments Fair value of contingent consideration |
3,260 655 - |
| Total disposal consideration | 3,915 |
| Carrying amount of net assets sold Provision for Reps & Warranties Gain on sale of the equity stake held by Fundo Capital Risco NB Capital |
(2,197) (1,580) 105 |
| Gain on sale before income tax | 243 |
| Income tax expense on gain | - |
| Gain on sale after income tax | 243 |
In the event the operations of the subsidiary sold achieve certain performance criteria, in terms of net recurring revenue, during three annual periods, as specified in the 'additional purchase price' clause of the agreement, additional cash consideration is applicable. At the time of the sale, no amount was considered for this contingent consideration.
The Group's financial assets and liabilities measured at fair value are the following:
Derivative financial instruments (assets and liabilities) – Refer to the forward foreign exchange contracts ("FX Forwards") used to manage the Group's exposure to foreign exchange risk, which arise from transactions in currencies different from Euro performed by some of the subsidiaries, primarily in U.S. Dollars, but also from the Group's presence in several markets, namely in Angola. Although contracted to hedge foreign exchange risks according to the Group's financial risk management policies, changes in fair value of these derivatives are included in the consolidated statement of profit or loss, since the instruments do not comply with all the requirements of IAS 39 to qualify for hedge accounting.
Financial assets at fair value through profit or loss – This category includes certain interests of the Group in companies mainly held through its Venture Capital Funds, NB Capital Inovação e Internacionalização and Novabase Capital +Inovação, and the participation units held in FCT - Labour Compensation Fund (the full list of these assets can be found in note 10 in the consolidated financial statements of the 2020 Annual Report).
The Group classifies its financial instruments into the three Levels of fair value hierarchy prescribed under the accounting standards:
At 30 June 2021 and 31 December 2020, the Group's financial assets and financial liabilities measured and recognised at fair value on a recurring basis are as follows:
| 30.06.21 | 31.12.20 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets at fair value | ||||||
| Financial assets at fair value through profit or loss | 592 | - | 12,041 | 577 | - | 12,024 |
| Derivative financial instruments | - | 20 | - | - | 64 | - |
| 592 | 20 | 12,041 | 577 | 64 | 12,024 | |
| Financial liabilities at fair value | ||||||
| Derivative financial instruments | - | 73 | - | - | 9 | - |
| - | 73 | - | - | 9 | - |
The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 June 2021.
The Group also has a number of financial instruments which are not measured at fair value in the statement of financial position. At 30 June 2021, the fair values of these instruments are not materially different to their carrying amounts, since the interest receivable / payable is either close to current market rates or the instruments are short-term in nature.
Specific valuation techniques used to determine fair values of financial instruments include:
The following table presents the changes in Level 3 instruments for the half-year ended 30 June 2021:
| Financial assets at fair value through P&L |
|
|---|---|
| Balance at 1 January Net fair value adjustments (notes 20 and 21) |
12,024 17 |
| Balance at the end of the period | 12,041 |
Net fair value adjustments recorded in this period refer to an appreciation of the investment in Globaleda, S.A., partially offset by the devaluation of the investment in FCR Istart I. Positive fair value adjustments were recognised in profit or loss and included in 'Finance income' (see note 20), while negative fair value adjustments were recognised in profit or loss and included in 'Finance costs' (see note 21).
There were no transfers between the Levels 3 and 2 for the purposes of fair value measurement in the 1st half of 2021. There were also no changes made to any of the valuation techniques applied as of 31 December 2020.
The quantitative information about the significant unobservable inputs used in Level 3 fair value measurement of Feedzai, S.A., the main asset in this category representing approximately 88% of these instruments at 30 June 2021, as well as the relationship of some of those unobservable inputs to fair value (for illustrative purposes only) is set out below. No changes were made to the inputs used in Feedzai's valuation at 30 June 2021, as the Group considered that no material changes occurred in the first-half 2021, that could significantly affect the inputs used in the valuation. The inputs will be evaluated/reviewed with reference to 31 December 2021.
| Feedzai | |
|---|---|
| Discount rate (post-tax) | 16.0% |
| Perpetual growth rate | 0.5% |
| Annual average growth rate of turnover | 50.9% |
According to sensitivity analyses performed, a possible increase or decrease of 1 percentage point in WACC would result in a Feedzai's fair value change of approximately EUR -819 thousand and EUR +940 thousand, respectively. As for a possible increase or decrease of 0.5 percentage point in the perpetual growth rate implicit in the calculation of the Terminal Value of the valuation, with all other variables held constant, would result in a fair value change of approximately EUR +277 thousand and EUR -260 thousand, respectively.
The Group has a team responsible for the Level 3 fair value measurements of the companies held by NB Capital Inovação e Internacionalização and Novabase Capital +Inovação, which reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every six months, in line with the Group's half-yearly reporting periods to the market.
The main Level 3 inputs used by the Group in measuring the fair value of financial instruments are derived and evaluated as follows:
Changes in Level 2 and 3 fair values are analysed at the end of each reporting period during the half-yearly valuation discussion between the CFO and the valuation team. As part of this discussion, it is considered whether the inputs of the models initially used in its measurement became, for instance, observable and whether they have adherence to the financial instrument under analysis. If the inputs are observable and representative, Novabase changes the category from Level 3 to Level 2.
At 30 June 2021, Novabase has no contingencies to disclose.
In the second half of 2021 and up to the date of issue of this report, the following material events occurred:
On 4 August 2021, Novabase received communications from the companies Rent Profit, S.L., Joint Account and Information Business Integration, persons closely associated to the director of Novabase José Sancho García, regarding the following:
The communications further clarifies that these transactions took place in the Euronext Lisbon market and they are not linked to the exercise of a stock options programme.
These financial statements are a free translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
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II. Securities held by Corporate Bodies
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| Share capital | Total number of shares / quotas |
No. of shares / quotas held by corporate bodies at 31.12.20 |
Transactions | No. of shares / quotas held by corporate bodies at 30.06.21 |
% held by corporate bodies at 30.06.21 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 54,638,426 € | 31,401,394 | 12,727,528 | 2,017,684 | 17,441,565 | 55.5% |
| HNB - S.G.P.S., S.A. (a) | 9,134,829 | 1,675,994 | 10,810,823 | 34.4% | ||
| IBI - Information Business Integration, A.G. (b) | N/A | 341,690 | 4,430,935 | 14.1% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,097,613 | 0 | 2,097,613 | 6.7% | ||
| Manuel Saldanha Tavares Festas | 74,986 | 0 | 74,986 | 0.2% | ||
| María del Carmen Gil Marín | 23,001 | 0 | 23,001 | 0.1% | ||
| José Sancho García (c) | N/A | 0 | 3,704 | 0.0% | ||
| João Luís Correia Duque (c) | N/A | 0 | 500 | 0.0% | ||
| Luís Paulo Cardoso Salvado | 1 | 0 | 1 | 0.0% | ||
| Álvaro José da Silva Ferreira | 1 | 0 | 1 | 0.0% | ||
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| Rita Wrem Viana Branquinho Lobo Carvalho Rosado (c) | N/A | 0 | 0 | 0.0% | ||
| Madalena Paz Ferreira Perestrelo de Oliveira (c) | N/A | 0 | 0 | 0.0% | ||
| Álvaro José Barrigas do Nascimento | 0 | 0 | 0 | 0.0% | ||
| Fátima do Rosário Piteira Patinha Farinha | 0 | 0 | 0 | 0.0% | ||
| KPMG & Associados – S.R.O.C., represented by Paulo | ||||||
| Alexandre Martins Quintas Paixão | 0 | 0 | 0 | 0.0% | ||
| Maria Cristina Santos Ferreira | 0 | 0 | 0 | 0.0% | ||
| João Nuno da Silva Bento (d) | 1,366,761 | 0 | N/A | - | ||
| Francisco Paulo Figueiredo Morais Antunes (d) | 30,335 | 0 | N/A | - | ||
| Paulo Jorge de Barros Pires Trigo (d) | 0 | 0 | N/A | - | ||
| Marta Isabel dos Reis da Graça Rodrigues do Nascimento (d) | 0 | 0 | N/A | - | ||
| Miguel Tiago Perestrelo da Câmara Ribeiro Ferreira (d) | 0 | 0 | N/A | - | ||
| NBASIT - Sist. Inf e Telecomunicações, S.A. 47,500,000 AOA | 100,000 | 800 | 0 | 600 | 0.6% | |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| Luís Paulo Cardoso Salvado | 200 | 0 | 200 | 0.2% | ||
| Francisco Paulo Figueiredo Morais Antunes (d) | 200 | 0 | N/A | - |
(a) José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB - S.G.P.S., S.A., having executed a shareholder's agreement concerning the entirety of the share capital of this company.
(b) José Sancho García is the controlling shareholder of IBI - Information Business Integration, A.G., therefore this holding and corresponding voting rights is attributable to him.
(d) No longer belongs to the Company's corporate bodies as of 25 May 2021.
(c) Designated as member of the Company's corporate bodies as of 25 May 2021.
Novabase reports in the above table the securities held directly by members of the board of directors and supervisory bodies of the Company or by the persons closely associated to them.
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NOVABASE S.G.P.S., S.A.
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Pursuant to the terms of sub-paragraph c), paragraph 1 of article 246 of the Portuguese Securities Code, the members of the Board of Directors and persons responsible within Novabase, Sociedade Gestora de Participações Sociais, S.A., below identified declare, in the quality and scope of their duties as referred to therein, that, to the best of their knowledge and based on the information to which they had access:
(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 2021, 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, 28 September 2021
Chairman and Director with delegated powers (CEO) Luís Paulo Cardoso Salvado
Director with delegated powers Álvaro José da Silva Ferreira
María del Carmen Gil Marín Director with special responsibilities
Rita Wrem Viana Branquinho Lobo Carvalho Rosado Non-Executive member of the Board
José Afonso Oom Ferreira de Sousa Non-Executive member of the Board
Madalena Paz Ferreira Perestrelo de Oliveira Non-Executive member of the Board
Non-Executive member of the Board Pedro Miguel Quinteiro Marques de Carvalho
José Sancho García Non-Executive member of the Board
Francisco Paulo Figueiredo Morais Antunes Chief Financial Officer (CFO) and Director of several companies of Novabase Group
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