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Novabase SGPS

Quarterly Report Nov 23, 2012

1943_10-q_2012-11-23_f55c729d-66b0-4076-9808-e58b2f1567c1.pdf

Quarterly Report

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REPORT AND ACCOUNTS - 3RD QUARTER 2012

I - Management Report

  • 1. Key Indicators Evolution
  • 2. Short Summary of the Activity
  • 3. Stock Performance
  • 4. Outlook 2012

II - Consolidated Financial Statements

III - Condensed Consolidated Accounts

Consolidated Results 9M12

Privileged Information October 30, 2012

Highlights:

Turnover: 155.6 M€ (172.6 M€ in 9M11)

EBITDA: 14.2 M€ (11.7 M€ in 9M11)

Net Profit: 6.0 M€ (4.7 M€ in 9M11)

Net Cash: 28.4 M€ (14.7 M€ in 12M11)

Message from the CEO - Luís Paulo Salvado

"The accumulated results as of September confirm the trends we had already observed in the first half of the year and show a good execution of the strategy we set for this year.

International business grew 43%, representing 30% of the total business. The services maintain a growth trend, contributing to the net creation of over two hundred highly-skilled jobs. EBITDA and Net Profit increased by 22% and 29%, respectively. Also positive was the evolution of cash, with a generation near 14 M€ since the beginning of the year.

These results reflect that our stakes on international expansion and offerings with higher added value have succeeded. However, the domestic context has remained adverse, negatively impacting the components where we have less strategic control, therefore the business of third party products declined by 28%, leading to a decrease of 10% in total Turnover.

We are quite comfortable in the compliance of the Guidance for 2012 regarding profitability and international market share, but the goal that we have drawn for Turnover proves far more challenging. The coming months reveal themselves as very difficult and uncertain in the domestic market. Nevertheless, the results now released renew our confidence in the strategy outlined and in the ability to execute it. We will maintain focus on internationalization and growth of our more distinctive offerings."

INVESTOR RELATIONS OFFICE: María Gil Marín Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]

Report available on website : www.novabase.pt

Novabase SGPS, S.A. Public Company . Euronext code: NBA.AM . Registered in TRO of Lisbon and Corporate Tax Payer nº 502.280.182 . Share Capital: 15,700,697.00 € . Head Office: Av. D. João II, Lote 1.03.2.3., 1998-031 Lisbon - PORTUGAL

1. Key Indicators Evolution

Turnover (M€)

Turnover below the annual Guidance linearized (-13.6%), due to the contraction of business in Portugal in the product component.

Earnings per share (EPS) in 9M12 reached 0.20 euros per share, registering an increase of 28.3% towards the EPS from the previous year of 0.15 euros per share.

Significant improvement of profitability as a result of the measures adopted in the end of 2011.

From EBITDA to Net Profit 9M12 Vs 9M11 (M€) Non-controlling interests in 9M12 amounted to -1.2 M€, which compares to 11.7 -4.5 7.2 -0.7 6.5 -1.5 -0.4 4.7 14.2 -4.3 9.9 -0.5 9.4 -2.2 -1.2 6.0 EBITDA Deprec. and amort. EBIT Financial results EBT Income tax Non-controlling interests Net Profit 9M11 9M12

-0.4 M€ in 9M11. This variation is mainly due to the positive evolution of the results of subsidiaries Celfocus, Collab and NBASIT, in Angola, compared to the same period of the prior year.

Cash generation of 13.8 M€ in the first nine months of 2012. 10.2

In the 9M12, Novabase shows a positive performance in cash generation.

Novabase ended the 9M12 with 28.4 M€ in net cash, which compares to 14.7 M€ in the 12M11.

On June 4th 2012, Novabase paid its shareholders a total amount of 0.9 M€ (0.03€/share).

2. Short Summary of the Activity

The first nine months of 2012 were marked by strong pressure on prices in the third party product component in Portugal, but also by significant improvement of the operating performance, which already reflects the measures adopted in the end of 2011 (restructuring process with the double objective of decreasing the average production cost and enabling the company to increase international growth).

Thus, the results of the nine months of 2012 are below the Turnover Guidance (-13.6%), but remained above the middle of the range of the EBITDA Guidance (+8.5%). Compared to 2011, Turnover decreased 9.8%, however, services grew 4.1% and international business represented 29.7% of the total business. EBITDA raised 22.0% and Net Profit reached 6.0 M€.

Novabase's management was focused on strengthening internationalization, the great challenge of the company for 2012, remaining committed to maintain the position in the domestic market, which is proving extremely challenging.

With the aim of maximizing synergies between all of its businesses, Novabase has decided to reorganize its Digital TV operations with effect from the second half of the year. Solutions geared toward TV operators were included in the Infrastructures & Managed Services (IMS) business. On the other hand, the System-in-Package (SIP) solutions, strongly supported by R&D and intellectual property investments, were transferred to the Venture Capital business.

The table below shows the Turnover and EBITDA for 9M10 and 9M11 related to each of the offerings, which were included in Digital TV area, and that were incorporated in 2012 into the IMS and VC segments:

TV operators Solutions SIP Solutions
9M10
9M11
9M10 9M11
Turnover (M€) 38.367 34.634 2.327 6.805
EBITDA (M€) 3.817 2.878 -2.159 -1.165

Noteworthy is the inauguration of Parque Oriente Operations Centre in the first quarter of 2012. The new space, which occupies more than 3,000 m2 and is designed to operate 24 hours a day, 7 days a week, incorporates all of the expertise needed to design and deploy large-scale technology infrastructure projects. This new Operations Centre at Parque Oriente will allow us to reinforce outsourcing and managed services in Portugal and the rest of the world.

In the second quarter of the year, Novabase strengthened its focus on the Financial sector with the acquisition of 100% stake in Binómio, a company specialising in financial assets management solutions, who holds a paramount position in Portugal with insurance and pension management companies and also has customers in the PALOPs (African Portuguese Speaking Countries), namely in Angola.

Also worthy of note in these first nine months of 2012, is the distinction of Novabase as Best System Integrator in 2011, in the National Conference of IBM Business Partners. Collab has received three awards at the Conference Beyond 2013, attributed by the Portuguese Association of Contact Centers (APCC) to the organizations that stood out most in their Centres Customer Relationship in 2012: Best IVR Platform 2012, Best Workforce Management Platform 2012 and Best Agent Front End (CRM) 2012. Additionally, Microsoft Portugal distinguished Novabase as the best partner for Cloud Services.

This investment is part of Novabase's growth and internationalization strategy for the Financial Services sector.

The percentage breakdown of Turnover and EBITDA by the different businesses, in the 9M12, is as follows:

4.1% rise in services, in line with Novabase strategic orientation to increase the added value of its offers.

Of the overall Turnover generated in 9M12, the services rendered represents 65.5%, which compares to 56.7% in 9M11.

Of the 155.6 M€ Turnover, 29.7% is generated outside Portugal, that is 46.2 M€, which compares to the 32.3 M€ registered in 9M11.

81.3% Abroad

18.7%

Portugal

Abroad 29.7%

International business increased 43.0%, reflecting a strong focus on markets outside Portugal.

Business outside Portugal generated in the Business Solutions area increased to 26.7% of the respective invoicing (16.6% in 9M11). In the IMS business area, the international business in 9M12 increased to 24.6% (14.7% in 9M11) and in the

Portugal 70.3%

Novabase had on average, in the 9M12, 2150 employees, which represents an increase of 1.4% compared to the 9M11 (2120) and of 1.9% compared to FY11 (2109).

Venture Capital area decreased to 85.2% (87.8% in 9M11).

renovation by the

Employee breakdown by business area, in 9M12, is as follows:

Average Number of Employees

Average Number of Employees by geography 9M11

Average Number of Employees by geography 9M12

2.1. Business Solutions

BS Turnover evolution reflects the significant growth of the international component (76.1% vs. 9M11).

EBITDA Business Solutions (M€)

BS positive evolution reflects the measures adopted for the improvement of operating competitiveness.

2.2. Infrastructures & Managed Services

IMS evolution reflects the strong pressure in the product component in Portugal, despite the international growth (+23.5%).

EBITDA IMS (M€)

2.3. Venture Capital

Turnover Venture Capital (M€)

-47.6% -27.6% -9.7%

EBITDA Venture Capital (M€)

VC EBITDA reflects the EBITDA % development stadium, strongly supported by R&D investments. However, remarkable improvement of profitability, primarily due to subsidiary Collab.

Excluding the shareholder remuneration, the depreciation of Novabase

share price would be 1.5%.

-2.2 -2.1 -1.0 9M10 9M11 9M12 9M12 0.7% 52.1%

3. Stock Performance

Novabase share price in 9M12 lost 2.9%, comparing to a 5.3% loss in the PSI20 Index and a 9.4% gain in the EuroStoxx Technology Index.

In this period, a dividend of 0.03€/share was distributed.

Novabase and the Market

When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance in 9M12 was below the average.

Novabase shows an EV/EBITDA multiple of 3.85x and an EV/Revenue multiple of 0.29x, which represents a discount of 36% and 51%, respectively, compared to the average of other companies in the IT sector in Europe.

Average upside of 92.9%, according to the analysts who cover Novabase.

The average price target disclosed by the analysts who cover Novabase is 3.92 euros, with unanimous recommendation to buy.

Rotation in 9M12 represented 11.6% of the capital and 3.7 million shares were traded, below the values in 9M11 (rotation of 14.8% of the capital and 4.7 million shares traded).

Summary 3Q12 2Q12 1Q12 4Q11 3Q11
Minimum price (€) 1.66 1.89 1.99 1.70 2.26
Maximum price (€) 2.03 2.30 2.32 2.38 2.75
Volume weighted average price (€) 1.92 2.03 2.15 1.99 2.55
Closing price at the end of the Quarter (€) 2.03 1.90 2.32 2.09 2.45
Nr. of shares traded 1,113,951 1,826,016 717,461 833,186 1,284,390
Market cap in the last day (M€) 63.7 59.7 72.9 65.6 76.9

4. Outlook 2012

The results of the 9M12 are positive, 8.5% above the middle of the range of the EBITDA Guidance, as a result of the measures implemented for the improvement of operating competitiveness. International business now accounts for 29.7% of total business and the weight of services increased to 65.5%. However, we experienced a strong pressure in the product component in Portugal, which explains the negative evolution of Turnover in this period.

We maintain our confidence in the compliance of the Guidance for 2012 regarding profitability and international market share. However, in light of the economic difficulties in Portugal, the target set initially for 2012 Turnover seems to us overly ambitious.

We believe that the results of this period are encouraging and motivate us to reaffirm the commitment to the strategic priorities defined: international growth and focus on the most distinctive added value offerings.

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 September 2012 for the period of 9 months ended 30 September 2012

30.09.12 31.12.11 30.09.12 30.09.11
(Thousands of Euros)
(Thousands of
(Thousands of (Thousands of Euros)
Assets
Tangible assets 7,275 9,000 Sale of goods 53,677 74,634
Intangible assets 29,786 31,127 Cost of goods sold (47,503) (67,588)
Financial investments 1,960 1,786
Deferred income tax assets 11,878 12,387 Gross margin 6,174 7,046
Other non-current assets 15 -
Other income
Total Non-Current Assets 50,914 54,300 Services rendered 101,921 97,916
Supplementary income
Supplementary income
62 187
Inventories 6,505 6,909 Other operating income 3,155 233
Trade debtors and accrued income 87,522 99,168
Other debtors and prepaid expenses 20,941 18,523 105,138 98,336
Derivative financial instruments 104 245
Available-for-sale financial assets 9,788 -
Cash and cash equivalents 28,844 27,157 111,312 105,382
Total Current Assets 153,704 152,002 Other expenses
External supplies and services (38,467) (36,111)
Assets for continuing operations 204,618 206,302 Employee benefit expense (57,868) (57,760)
(Provisions) / Provisions reversal (409) 819
Assets for discontinued operations - - Other operating expenses (322) (650)
Total Assets 204,618 206,302 (97,066) (93,702)
Shareholders' Equity Gross Net Profit (EBITDA) 14,246 11,680
Share capital 15,701 15,701 Depreciation and amortization (4,325) (4,459)
Treasury shares (371) (490)
Share premium 43,560 43,560 Operating Profit (EBIT) 9,921 7,221
Reserves and retained earnings 33,724 31,206 Financial Gains / (Losses) (515) (706)
Net profit 6,019 2,651
Total Shareholders' Equity 98,633 92,628 Net Profit before taxes (EBT)
Income tax expense
9,406
(2,181)
6,515
(1,473)
Non-controlling interests 10,966 9,811 Non-controlling interests (1,206) (385)
Total Equity 109,599 102,439
Attributable Net Profit
Attributable Net Profit
6 019 , 4 657 ,
Liabilities
Bank borrowings 7,638 10,500
Finance lease liabilities 1,065 1,528
Provisions 2,122 1,721
Deferred income tax liabilities 100 100 Other information:
Other non-current liabilities 70 308
Total Non-Current Liabilities 10,995 14,157 Turnover 155,598 172,550
Gross margin from sales % 11.5 % 9.4 %
Bank borrowings 4,097 4,053 EBITDA margin 9.2 % 6.8 %
Trade payables 20,918 26,165 EBT % on Turnover 6.0 % 3.8 %
Other creditors and accruals 37,249 36,013 Net profit % on Turnover 3.9 % 2.7 %
Derivative financial instruments 70 461
Deferred income 21,370 22,669
Total Current Liabilities 83,704 89,361
Total Liabilities for cont. operations 94,699 103,518
Total Liabilities for discont. operations 320 345
Total Liabilities 95,019 103,863
Total Equity and Liabilities 204,618 206,302
Net Cash 28,404 14,653
30.09.12 31.12.11 30.09.12 30.09.11 Var. %
(Thousands of Euros)
(Thousands of
(Thousands of (Thousands of Euros)
Assets
Tangible assets 7,275 9,000 Sale of goods 53,677 74,634
Intangible assets 29,786 31,127 Cost of goods sold (47,503) (67,588)
Financial investments 1,960 1,786
Deferred income tax assets 11,878 12,387 Gross margin 6,174 7,046 -12.4 %
Other non-current assets 15 -
Other income
Total Non-Current Assets 50,914 54,300 Services rendered 101,921 97,916
Supplementary income
Supplementary income
62 187
Inventories 6,505 6,909 Other operating income 3,155 233
Trade debtors and accrued income 87,522 99,168
Other debtors and prepaid expenses 20,941 18,523 105,138 98,336
Derivative financial instruments 104 245
Available-for-sale financial assets 9,788 -
Cash and cash equivalents 28,844 27,157 111,312 105,382
Total Current Assets 153,704 152,002 Other expenses
External supplies and services (38,467) (36,111)
Assets for continuing operations 204,618 206,302 Employee benefit expense (57,868) (57,760)
(Provisions) / Provisions reversal (409) 819
Assets for discontinued operations - - Other operating expenses (322) (650)
Total Assets 204,618 206,302 (97,066) (93,702)
Shareholders' Equity Gross Net Profit (EBITDA) 14,246 11,680 22.0 %
Share capital 15,701 15,701 Depreciation and amortization (4,325) (4,459)
Treasury shares (371) (490)
Share premium 43,560 43,560 Operating Profit (EBIT) 9,921 7,221 37.4 %
Reserves and retained earnings 33,724 31,206 Financial Gains / (Losses) (515) (706)
Net profit 6,019 2,651
Net Profit before taxes (EBT) 9,406 6,515 44.4 %
Total Shareholders' Equity 98,633 92,628 Income tax expense (2,181) (1,473)
Non-controlling interests 10,966 9,811 Non-controlling interests (1,206) (385)
Total Equity 109,599 102,439 Attributable Net Profit
Attributable Net Profit
6 019 , 4 657 , 29 2 % .
Liabilities
Bank borrowings 7,638 10,500
Finance lease liabilities 1,065 1,528
Provisions 2,122 1,721
Deferred income tax liabilities 100 100 Other information:
Other non-current liabilities 70 308
Total Non-Current Liabilities 10,995 14,157 Turnover 155,598 172,550 -9.8 %
Gross margin from sales % 11.5 % 9.4 %
Bank borrowings 4,097 4,053 EBITDA margin 9.2 % 6.8 %
Trade payables 20,918 26,165 EBT % on Turnover 6.0 % 3.8 %

Head-office Av. D. João II, Lote 1.03.2.3, Parque das Nações, 1998-031 Lisbon, PORTUGAL Corporate Tax Payer N.º 502 280 182

Novabase S G P S S A Public Company Stock Code BVL: NBA IN Novabase S.G.P.S., S.A. Public Company - Stock Code BVL: NBA.INShare Capital 15 700 697 00 Euros Corporate Registration CRCL N Share Capital 15,700,697.00 Euros - Corporate Registration CRCL N. º 1495

Consolidated Income Statement by SEGMENTS for the period of 9 months ended 30 September 2012

(Thousands of Euros)

Business
Solutions
IMS Venture
Capital
NOVABASE
Sale of goods 1,624 44,317 7,736 53,677
Cost of goods sold (1,192) (40,400) (5,911) (47,503)
G
i ross margin
432
-
3 917 ,
-
1 825 ,
-
6 174 ,
-
Other income
Services rendered 70,066 29,010 2,845 101,921
Supplementary income and subsidies 60 - 2 62
Other operating income 3,086 55 14 3,155
73,212 29,065 2,861 105,138
-
73 644 ,
-
32 982 ,
-
4 686 ,
-
111 312 111,312
Other expenses - - - -
External supplies and services (21,998) (14,048) (2,421) (38,467)
Employee benefit expense (41,384) (13,419) (3,065) (57,868)
(Provisions) / Provisions reversal 147 (352) (204) (409)
Other operating expenses (174)
-
(125)
-
(23)
-
(322)
-
(63,409)
-
(27,944)
-
(5,713)
-
(97,066)
-
Gross Net Profit (EBITDA) 10,235 5,038 (1,027) 14,246
Depreciation and amortization -
(2,702)
-
(1,209)
-
(414)
-
(4,325)
Operating Profit (EBIT) 7,533 3,829 (1,441) 9,921
Financial Gains / (Losses) -
116
-
(437)
-
(194)
-
(515)
Net Profit / (Loss) before Taxes (EBT) 7,649 3,392 (1,635) 9,406
Income tax expense -
(1,603)
-
(494)
-
(84)
-
(2,181)
Non-controlling interests (816) (276) (114) (1,206)
Attributable Net Profit / (Loss) 5,230
-
2,622
-
(1,833)
-
6,019
-
Other information :
Turnover 71,690 73,327 10,581 155,598
EBITDA 10,235 5,038 (1,027) 14,246
EBITDA % on Turnover 14.3% 6.9% -9.7% 9.2%
EBT % on Turnover 10.7% 4.6% -15.5% 6.0%

Condensed Consolidated Accounts 3rd quarter 2012

(Unaudited)

NOVABASE S.G.P.S., S.A.

(Page left intentionally blank)

INDEX

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 9 months ended 30
September 2012

5

● Condensed Consolidated Interim Statement of Financial Position as at 30 September 2012 6
● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 9 months ended 30 September 2012 7
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 9 months ended 30 September 2012 8
● Condensed Consolidated Interim Statement of Cash Flows for the period of 9 months ended 30 September 2012 9
Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 9 months ended 30 September
2012 10
Note 1. General information 10
Note 2. Significant accounting policies 10
Note 3. Critical accounting estimates and judgements 11
Note 4. Seasonality 11
Note 5 Note 5. Segment
Segment information
11
Note 6. Business combinations 12
Note 7. Property, plant and equipment and intangible assets 13
Note 8. Deferred income tax assets and liabilities 13
Note 9. Trade and other receivables 14
Note 10. Cash and cash equivalents 14
Note 11. Reserves and retained earnings 14
Note 12. Non-controlling interests 15
Note 13. Borrowings 15
Note 14. Note Provisions 16
Note 15. Trade and other payables 16
Note 16. Other gains/(losses) - net 16
Note 17. Income tax expense 17
Note 18. Earnings per share 17
Note 19. Related-party transactions 17
Note 20. Contingencies 18
Note 21. Events after the reporting period 18
Note 22. Note added for translation 18

(Page left intentionally blank)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 9 months ended 30 September 2012

Condensed Consolidated Interim Statement of Financial Position as at 30 September 2012

(Amounts expressed in thousands of Euros)
Note 30.09.12 31.12.11
Assets
Non-Current Assets
Property, plant and equipment 7 7,275 9,000
Intangible assets 7 29,786 31,127
Investments in associates 1,795 1,621
Available-for-sale financial assets 165 165
Deferred income tax assets 8 11,878 12,387
Other non-current assets 15 -
Total Non-Current Assets 50,914 54,300
Current Assets
Inventories 6,505 6,909
Trade and other receivables 9 83,208 92,830
Accrued income 17,388 16,414
Income tax receivable 1,577 3,211
Derivative financial instruments 104 245
Other current assets 6,290 5,236
Available-for-sale financial assets 9,788 -
Cash and cash equivalents
Cash and cash
10 28 844 , 27 157 ,
Total Current Assets 153,704 152,002
Assets for discontinued operations - -
Total Assets 204,618 206,302
Equity
Share capital 15,701 15,701
Treasury shares (371) (490)
Sh
i are premium
43 560 , 43 560 ,
Reserves and retained earnings 11 33,724 31,206
Profit for the period 6,019 2,651
Total Equity attributable to owners of the parent 98,633 92,628
Non-controlling interests 12 10,966 9,811
Total Equity 109,599 102,439
Liabilities
Non-Current Liabilities
Borrowings 13 8,703 12,028
Provisions 14 2,122 1,721
Deferred income tax liabilities
Other non-current liabilities
8 100
70
100
308
Total Non-Current Liabilities 10,995 14,157
Current Liabilities
Borrowings 13 5,127 5,279
Trade and other payables 15 56,554 60,935
Income tax payable 583 17
Derivative financial instruments 70 461
Deferred income and other current liabilities 21,370 22,669
Total Current Liabilities 83,704 89,361
Liabilities for discontinued operations 320 345
T t l Li biliti
Total Liabilities
95 019 , 103 863 103,863
Total Equity and Liabilities 204,618 206,302

THE ACOUNTANT THE BOARD OF DIRECTORS

The accompanying notes are an integral part of these condensed consolidated interim financial statements

Condensed Consolidated Interim Statement of Comprehensive Income for the period of 9 months ended 30 September 2012

(Amounts expressed in thousands of Euros)
9 M * 3 M *
Note 30.09.12 30.09.11 30.09.12 30.09.11
Sales 5 53,677 74,634 18,308 22,083
Services rendered 5 101,921 97,916 28,737 31,339
Cost of sales (47,503) (67,588) (16,806) (19,898)
External supplies and services (38,467) (36,111) (9,895) (11,213)
Employee benefit expense (57,868) (57,760) (19,366) (19,074)
Other gains/(losses) - net 16 2,486 589 3,002 245
Depreciation and amortisation (4,325) (4,459) (1,455) (1,549)
Operating Profit 9,921 7,221 2,525 1,933
Finance income 3,400 2,454 760 267
Finance costs (3,675) (3,080) (787) (586)
Share of loss of associates (240) (80) (98) (46)
Profit Before Income Tax 9,406 6,515 2,400 1,568
Income tax expense 17 (2,181) (1,473) (603) (386)
Profit for the period 7,225 5,042 1,797 1,182
Other comprehensive income for the period - - - -
Total comprehensive income for the period 7,225 5,042 1,797 1,182
Profit attributable to:
Owners of the parent 6,019 4,657 1,505 1,177
Non-controlling interests 12 1,206 385 292 5
7,225 5,042 1,797 1,182
Total comprehensive income attributable to:
Owners of the parent 6,019 4,657 1,505 1,177
Non-controlling interests 12 1,206 385 292 5
7,225 5,042 1,797 1,182
Earning
p ser share
attributable to owners of the parent (Euros per share)
Basic earnings per share 18 0.20 Euros 0.15 Euros 0.05 Euros 0.04 Euros
Diluted earnings per share 18 0.20 Euros 0.15 Euros 0.05 Euros 0.04 Euros
9 M * - period of 9 months ended
3 M * - period of 3 months ended

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Changes in Equity for the period of 9 months ended 30 September 2012

(Amounts expressed in thousands of Euros)

Attributable to owners of the parent
Stock Reserves Non
Note Share Treasury Share Legal options and retained-controlling Total
capital shares premium reserves reserves earnings interests Equity
Balance at 1 January, 2011 15,701 (603) 43,560 2,365 1,076 30,675 5,724 98,498
Total comprehensive income for the period - - - - - 4,657 385 5,042
Transactions with owners
Dividends 11, 12 - - - - - (3,955) (1,800) (5,755)
Legal reserve - - - 140 - (140) - -
Treasury shares movements - 113 - - - 625 - 738
Share-based payments - - - - 249 - - 249
Foreign currency translation reserve - - - - - 83 85 168
Transactions with owners - 113 - 140 249 (3,387) (1,715) (4,600)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - (7) - (7)
Balance at 30 September, 2011 15,701 (490) 43,560 2,505 1,325 31,938 4,394 98,933
Balance at 1 January, 2012 15,701 (490) 43,560 2,505 1,407 29,945 9,811 102,439
Total comprehensive income for the period - - - - - 6,019 1,206 7,225
Transactions with owners
Dividends 11 - - - - - (920) - (920)
Legal reserve - - - 537 - (537) - -
Treasury shares movements - 119 - - - 584 - 703
Share-based payments (a) - - - - (1,459) 1,459 - -
Share-based payments - - - - 256 - - 256
Foreign currency translation reserve - - - - - (53) (51) (104)
Transactions with owners - 119 - 537 (1,203) 533 (51) (65)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - - - -
Balance at 30 September, 2012 15,701 (371) 43,560 3,042 204 36,497 10,966 109,599

(a) Transfer of the balance of share options fully vested.

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 9 months ended 30 September 2012

(Amounts expressed in thousands of Euros)
9 M * 3 M *
Note 30 09 12 30.09.12 30 09 11 30.09.11 30 09 12 30.09.12 30 09 11 30.09.11
Cash flows from operating activities
Net Cash generated / (used) in operating activities 20,215 (6,065) 4,370 (6,461)
Cash flows from investing activities
Receipts:
Proceeds on disposal of subsidiaries and associates
Capital contribution by non-controlling interests of FCR II
81
1,500
81
-
81
1,500
78
-
Loan repayments received from associates 277 414 34 -
Proceeds on disposal of property plant and equipment
Proceeds on disposal of property, plant and equipment
Interest received
1
617
4
482
-
209
4
89
2,476 981 1,824 171
Payments:
Acquisition of subsidiaries and associates
Loans granted to associates
Purchases of available-for-sale financial assets
(543)
(3,642)
(10,000)
(738)
(330)
-
(83)
(1,670)
-
(400)
(236)
-
Purchases of property, plant and equipment
Purchases of intangible assets
(605)
(356)
(1,147)
(1,808)
(251)
(123)
(207)
(518)
(15,146) (4,023) (2,127) (1,361)
Net Cash used in investing activities (12,670) (3,042) (303) (1,190)
Cash flows from financing activities
Receipts:
Proceeds from borrowings - 2,489 - 96
- 2,489 - 96
Payments:
Repayments of borrowings
Repayments of borrowings
Dividends paid
11, 12
Payment of finance lease liabilities
Interest paid
(2,822) (2,822)
(920)
(1,287)
(823)
(3,092) (3,092)
(5,755)
(1,365)
(636)
(603)
-
(450)
(270)
(1,772)
(1,800)
(479)
(206)
(5,852) (10,848) (1,323) (4,257)
Net Cash used in financing activities (5,852) (8,359) (1,323) (4,161)
Cash, cash equivalents and bank overdrafts at beginning of period 27,157 27,057 26,105 21,374
Net increase / (decrease) of cash, cash equivalents and bank overdrafts 1,693 (17,466) 2,744 (11,812)
Effect from exchange rate fluctuations on cash held (10) (7) (9) 22
Cash, cash equivalents and bank overdrafts at end of period
10
28,840 9,584 28,840 9,584

9 M * - period of 9 months ended

3 M * - period of 3 months ended

THE ACOUNTANT THE THE BOARD OF DIRECTORS THE BOARD OF

Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 9 months ended 30 September 2012

1. General information

Novabase, Sociedade Gestora de Participações Sociais, SA (hereunder referred to as Novabase or Group), with its head office in Av. D. João II, Lote 1.03.2.3, Parque das Nações – 1998-031 Lisboa - Portugal, holds and manages financial holdings in other companies as an indirect way of doing business, being the Holding Company of Novabase Group.

In the second half of 2012, Novabase reorganized its Digital TV operations. Solutions geared toward TV operators were included in the Infrastructures & Managed Services business. These businesses have similar operations and maturity levels and therefore their integration will lead to an increase in overall efficiency. On the other hand, the System-in-Package (SIP) solutions were transferred to the Venture Capital business. These offers, strongly supported by R&D and intellectual property investments, will find the appropriate platform for their future development in Novabase Capital, including creation of strategic partnerships and international distribution channels. These changes came into force at the start of the second half of 2012. Accordingly, Novabase will disclose its results in the following business areas: i) Business Solutions (BS), ii) Infrastructures & Managed Services (IMS) and iii) Venture Capital (VC).

Novabase is listed on the Euronext Lisbon.

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on October 25, 2012. In the opinion of the Board of Directors these financial statements fairly present the Group operations, as well as its financial position, financial performance and cash flows.

2. Significant accounting policies

These condensed consolidated interim financial statements for the period of nine months ended 30 September 2012 have been prepared in accordance with IAS 34, 'Interim financial reporting'. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2011, which have been prepared in accordance with IFRSs, as adopted by the European Union (EU).

These financial statements are presented in thousands of euros (EUR thousand).

These financial statements have not been audited.

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2011, as described in those financial statements.

Taxes on income in this interim period were accrued using the tax rate that would be applicable to expected total annual earnings for the year 2012.

3. Critical accounting estimates and judgements

The preparation of interim financial statements requires Management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant estimates and judgments made are the same as those that applied to the consolidated financial statements for the year ended 31 December 2011.

4. Seasonality

The activity of Business Solutions and IMS is usually lower in 3rd quarter due to holiday period.

5. Segment information

In the second half of 2012, Novabase reorganized its Digital TV (DTV) operations. Solutions geared toward TV operators were included in the IMS business. The System-in-Package (SIP) solutions were transferred to the VC business.

The table below shows the amounts of each of the offerings that have been disclosed in DTV segment, in 2011, and were transferred to IMS and VC segments in 2012.

Units of Units of
IMS (*) former DTV IMS VC (*) former DTV VC
At 30 September 2011
Total segment Sales and services rendered 75,013 35,867 110,880 1,896 7,640 9,536
Inter-segment Sales and services rendered 10,441 1,233 11,674 919 835 1,754
Sales and services rendered 64,572 34,634 99,206 977 6,805 7,782
Depreciation and amortisation (1,029) (431) (1,460) (139) (124) (263)
Operating profit/(loss) 2,283 1,897 4,180 (1,119) (739) (1,858)
Finance costs – net (564) (102) (666) (22) (22) (44)
Share of loss of associates - - - (31) - (31)
Income tax expense (1,876) 832 (1,044) 175 - 175
Profit/(Loss) from operations (157) 2,627 2,470 (997) (761) (1,758)
Other information:
(Provisions) / Provisions reversal 531 132 663 - 29 29

(*) Amounts disclosed in the Report and Accounts for the 3 rd quarter of 2011.

The segment results presented below consider the new internal reporting organization, with the comparatives restated.

Business Venture
Solutions IMS Capital NOVABASE
At 30 September 2011
Total segment Sales and services rendered 111,031 110,880 9,536 231,447
Inter-segment Sales and services rendered 45,469 11,674 1,754 58,897
Sales and services rendered 65,562 99,206 7,782 172,550
Depreciation and amortisation (2,736) (1,460) (263) (4,459)
Operating profit/(loss) 4,899 4,180 (1,858) 7,221
Finance costs – net 84 (666) (44) (626)
Share of loss of associates (49) - (31) (80)
Income tax expense (604) (1,044) 175 (1,473)
Profit/(Loss) from operations 4,330 2,470 (1,758) 5,042
Other information:
(Provisions) / Provisions reversal 127 663 29 819
Business Venture
Solutions IMS Capital NOVABASE
At 30 September 2012
Total segment Sales and services rendered 119,730 85,102 12,898 217,730
Inter-segment Sales and services rendered 48,040 11,775 2,317 62,132
Sales and services rendered 71,690 73,327 10,581 155,598
Depreciation and amortisation (2,702) (1,209) (414) (4,325)
Operating profit/(loss) 7,533 3,829 (1,441) 9,921
Finance costs – net 251 (437) (89) (275)
Share of loss of associates (135) - (105) (240)
Income tax expense (1,603) (494) (84) (2,181)
Profit/(Loss) from operations 6,046 2,898 (1,719) 7,225
Other information:
(Provisions) / Provisions reversal 147 (352) (204) (409)

6. Business combinations

In the end of the 1st half of 2012, the Group acquired 100% of the share capital of Binómio, a company specialising in financial assets management solutions, for an amount indexed to its future performance. This investment is part of Novabase's growth strategy for the Financial Services sector. Binómio holds a paramount position in Portugal with insurance and pension management companies. It also has customers in the PALOPs (African Portuguese Speaking Countries), namely in Angola. This company was included in consolidation by full method, and affecting Business Solutions segment.

The total consideration of EUR 206 thousand corresponds to a contingent consideration, with an initial advanced payment of EUR 136 thousand, paid in cash, and an amount of EUR 70 thousand to be paid until 2017, depending on future goals to be achieved by the subsidiary in terms of Free Cash Flow.

The Goodwill arising from this acquisition, of EUR 249 thousand, is attributable mainly to access to the highly skilled workforce of Binómio in that market.

The consideration paid for Binómio, and the amounts of assets acquired and liabilities assumed recognised at the acquisition date, are detailed as follows:

Jun-12
Consideration
Advanced payment in cash 136
Remaining contingent consideration 70
Total consideration 206
Fair value
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment and intangible assets 30
Deferred income tax assets 15
Trade and other receivables 84
Accrued income 7
Cash and cash equivalents 6
Trade and other payables (153)
Deferred income (32)
Total identifiable net assets (43)
Goodwill 249
206

7. Property, plant and equipment and intangible assets

During the periods ended at 30 September 2012 and 30 September 2011, the movements in the net book value of property, plant and equipment and intangible assets, were as follows:

Property, plant Intangible
and equipment assets
Net book value at 1 January 2011 9,836 31,229
Acquisitions / increases 2,426 1,900
Write off's / disposals (115) -
Change in consolidation universe 7 -
Exchange differences (2) -
Depreciation and amortisation (2,609) (1,850)
Net book value at 30 September 2011 9,543 31,279
Net book value at 1 January 2012 9,000 31,127
Acquisitions / increases 966 606
Write off's / disposals (337) -
Change in consolidation universe 27 3
Exchange differences (6) -
Depreciation and amortisation (2,375) (1,950)
Net book value at 30 September 2012 7,275 29,786

8. Deferred income tax assets and liabilities

The movement in the deferred income tax assets was as follows:

30.09.12 31.12.11
Balance at 1 January 12,387 10,396
Change in consolidation universe 15 19
Reclassifications - (30)
Exchange differences (7) 2
Discontinued operations - 592
Profit or loss charge (517) 1,408
Balance at the end of the period 11,878 12,387
The movement in the deferred income tax liabilities was as follows:
30.09.12 31.12.11
Balance at 1 January 100 909
Profit or loss charge - (809)
Balance at the end of the period 100 100

The movement in deferred tax assets during the period, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

Tax Tax Provisions /
Losses Incentives Adjustments Total
Balance at 1 January 2011 2,372 6,350 1,674 10,396
Profit or loss charge (51) 1,340 119 1,408
Reclassifications (30) - - (30)
Change in consolidation universe 19 - - 19
Exchange differences 2 - - 2
Discontinued operations 592 - - 592
Balance at 31 December 2011 2,904 7,690 1,793 12,387
Profit or loss charge (597) 227 (147) (517)
Change in consolidation universe 15 - - 15
Exchange differences (7) - - (7)
Balance at 30 September 2012 2,315 7,917 1,646 11,878

9. Trade and other receivables

30.09.12 31.12.11
Trade receivables 73,002 85,608
Allowance for impairment of trade receivables (2,868) (2,854)
70,134 82,754
Prepayments to suppliers 1,334 546
Employees 163 133
Value added tax 812 650
Receivables from related parties (note 19) 4,026 597
Financial investments disposal 68 146
Receivables from financed projects 2,990 3,040
Capital subscribers of FCR NB Capital Inovação e Internacionalização 2,350 3,850
Other receivables 4,936 4,775
Allowance for impairment of other receivables (3,605) (3,661)
13,074 10,076
83,208 92,830

Movements in allowances for impairment of trade and other receivables are analysed as follows:

Trade receivables Other receivables Total
30.09.12 31.12.11 30.09.12 31.12.11 30.09.12 31.12.11
Balance at 1 January 2,854 2,012 3,661 3,442 6,515 5,454
Change in consolidation universe 7 62 - - 7 62
Impairment 207 988 - 218 207 1,206
Impairment reversal (125) (208) (55) - (180) (208)
Recovery of bad debts - - - 1 - 1
Exchange differences - - (1) - (1) -
Write off's (75) - - - (75) -
2,868 2,854 3,605 3,661 6,473 6,515

10. Cash and cash equivalents

With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:

30.09.12 31.12.11
- Cash 45 24
- Short term bank deposits 28,799 27,133
Cash and cash equivalents 28,844 27,157
- Overdrafts (4) -
28,840 27,157

11. Reserves and retained earnings

In the annual General Meeting of Shareholders held on 3 May 2012, it was approved the payment to shareholders of an amount of EUR 942 thousand, corresponding to 0.03 Euros per share. The payment occurred in June, 2012.

30.09.12 30.09.11
Payment to shareholders 920 3,955
Remuneration of the treasury shares held by the Company 22 127
942 4,082

12. Non-controlling interests

30.09.12 31.12.11
Balance at 1 January 9,811 5,724
(*)
Change in consolidation universe
- 5,500
Dividends paid by Celfocus to non-controlling interests - (1,800)
Foreign currency translation differences for foreign operations (51) 98
Profit attributable to non-controlling interests 1,206 289
Balance at the end of the period 10,966 9,811

(*) In 2011, FCR NB Capital Inovação e Internacionalização was incorporated.

13. Borrowings

30.09.12 31.12.11
Non-current
Bank borrowings 7,638 10,500
Finance lease liabilities 1,065 1,528
8,703 12,028
Current
Bank borrowings 4,097 4,053
Finance lease liabilities 1,030 1,226
5,127 5,279
Total borrowings 13,830 17,307

The periods in which the current bank borrowings will be paid are as follows:

30.09.12 31.12.11
6 months or less
6 to 12 months
2,022
2,075
2,269
1,784
4,097 4,053

The maturity of non-current bank borrowings is as follows:

30.09.12 31.12.11
Between 1 and 2 years 3,150 3,650
Between 2 and 5 years 4,488 6,775
Over 5 years - 75
7,638 10,500

The effective interest rates at the reporting date were as follows:

Bank borrowings 5.260% 5.359%
Bank overdrafts 1.474% N/A

30.09.12 31.12.11

Gross finance lease liabilities – minimum lease payments:

30.09.12 31.12.11
No later than 1 year 1,370 1,672
Between 1 and 5 years 1,381 2,004
2,751 3,676
Future finance charges on finance leases (656) (922)
Present value of finance lease liabilities 2,095 2,754

The present value of finance lease liabilities is analysed as follows:

30.09.12 31.12.11
No later than 1 year 1,030 1,226
Between 1 and 5 years 1,065 1,528
2,095 2,754

14. Provisions

Movements in provisions are analysed as follows:

Legal Other Risks
Warranties Claims and Charges Total
Balance at 1 January 2011 380 484 769 1,633
Additional provisions 198 - 518 716
Reversals (177) (244) (727) (1,148)
Reclassifications 500 - - 500
Change in consolidation universe - - 20 20
Balance at 31 December 2011 901 240 580 1,721
Additional provisions 145 - 1,386 1,531
Reversals (283) - (834) (1,117)
Exchange differences - - (13) (13)
Balance at 30 September 2012 763 240 1,119 2,122

15. Trade and other payables

30.09.12 31.12.11
Trade payables 19,888 24,939
Remunerations, vacations and vacation and Christmas subsidies 10,066 8,147
Restructuring costs not yet paid 335 546
Bonus 7,763 7,442
Ongoing projects 4,079 3,727
Value added tax 4,838 7,263
Social security contributions 1,126 2,026
Income tax withholding 959 1,590
Employees 292 288
Prepayments from trade receivables 1,287 -
Acquisition of financial interests to related parties (note 19) 205 714
Acquisition of financial interest in Evolvespace Solutions 151 86
Other accrued expenses 5,348 4,027
Other payables 217 140
56,554 60,935

16. Other gains/(losses) - net

30.09.12 30.09.11
Impairment and impairment reversal of trade and other receivables (27) (14)
Impairment and impairment reversal of inventories 32 379
Warranties provision 138 19
Provisions for other risks and charges (552) 435
Operating subsidies (4) 113
Compensation paid to Novabase - Electronic School Card 2,697 -
Other operating income and expense 202 (343)
2,486 589

17. Income tax expense

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the consolidated entities as follows:

30.09.12 30.09.11
Profit before income tax 9,406 6,515
Income tax expense at nominal rate (25%) 2,352 1,629
Tax benefit on the net creation of employment for young and long term unemployed people (350) (391)
Provisions and amortisations not considered for tax purposes 155 226
Associates' results reported net of tax 60 20
Autonomous taxation 487 7
Losses in companies where no deferred tax is recognised (119) 42
Expenses not deductible for tax purposes (121) 21
Differential tax rate on companies located abroad 115 (84)
Research & Development tax benefit (864) (335)
Municipal surcharge and State surcharge 136 137
Impairment of Special Payment on Account, tax losses and withholding taxes 179 208
Other 151 (7)
Income tax expense 2,181 1,473

18. Earnings per share

30.09.12 30.09.11
Weighted average number of ordinary shares in issue 30,579,175 30,361,154
Stock options adjustment - -
Adjusted weighted average number of ordinary shares in issue 30,579,175 30,361,154
Profit attributable to owners of the parent 6,019 4,657
Basic earnings per share (Euros per share) 0.20 Euros 0.15 Euros
Diluted earnings per share (Euros per share) 0.20 Euros 0.15 Euros

19. Related-party transactions

For reporting purposes, related-party consider subsidiaries, associates, shareholders with management influence and key elements in the Group management.

i) Key management compensation

30.09.12 30.09.11
Salaries and other short-term employee benefits 4,208 3,694
Stock options granted 256 249
4,464 3,943
ii) Acquisition of financial interests to related parties
30.09.12 31.12.11
Acquisitions to former shareholders of Novabase Infraestruturas, SGPS - 7
- 7

iii) Balances arising from acquisitions of financial interests to related parties (former shareholders)

Non-current Current (note 15) Total
30.09.12 31.12.11 30.09.12 31.12.11 30.09.12 31.12.11
Novabase Consulting SGPS - - - 306 - 306
Novabase A.C.D. - 78 40 109 40 187
SAF - 32 32 33 32 65
Novabase International Solutions B.V. - 133 133 266 133 399
- 243 205 714 205 957

iv) Other balances with related parties

30.09.12 31.12.11
Loan to Novabase Atlântico, SI, S.A. (associate) 642 550
Loan to Powergrid, Lda (associate) 550 -
(*) Loan to DTV Research, Lda (associate) 1,310 -
(*) Loan to Bright Innovation, Lda (associate) 1,477 -
Loans to other shareholders 47 47
Receivables from related parties (note 9) 4,026 597

(*) New investment from FCR NB Capital Inovação e Internacionalização.

20. Contingencies

Given the disclosed in the annual financial statements for the year 2011, the significant changes in the judicial processes are the following:

  • It was cancelled the procedures brought forward by the Instituto de Gestão Financeira da Segurança Social to Novabase E.A. regarding the alleged absence of payment of social security contributions in the years 2004, 2005, 2006 and 2007, in the amount of EUR 42 thousand and EUR 20 thousand.
  • Court procedure brought against Novabase S.G.P.S. and Novabase Capital, under which the plaintiff claims the payment of EUR 905 thousand, plus interests accrued until full payment, as well as the payment of the damages it suffered in a value yet to be established within the procedure. Final ruling has been issued by the Court which was totally in favour of the defendants. The Plaintiff has filed an appeal on the decision. The Appeals Court decided in favour of Novabase, wherein the plaintiff filed an appeal to the Supreme Court of Justice. The procedure awaits decision on this appeal.
  • It was cancelled the procedure brought forward by the Instituto de Gestão Financeira da Segurança Social to Novabase Business Solutions S.A. regarding the alleged absence of payment of social security contributions in the years 2004, 2005, 2006 and 2007, in the amount of EUR 131 thousand.
  • The claims brought forward by the Instituto de Gestão Financeira da Segurança Social to NBO regarding the alleged absence of payment of social security contributions (in the amount of EUR 85 thousand and EUR 438 thousand) were cancelled.
  • It was cancelled the procedure brought forward by the Instituto de Gestão Financeira da Segurança Social to Octal regarding to alleged absence of payment of social security contributions in the years 2006 to 2010, in the amount of EUR 20 thousand.
  • The judge issued final ruling in the procedure brought forward by a shareholder of Manchete where Fundo Capital Risco NB Capital (which is managed by the subsidiary Novabase Capital) is co-defendant, in which the Plaintiff was claiming violation of the Shareholders Agreement and requested (i) payment of a compensation in the amount of EUR 446 thousand in lieu of remunerations he would have received for the remaining period that the Shareholders Agreement would remain in force; (ii) an amount equal to 8.5% of company results before tax related to the years 2010 and further until final decision on the proceeding is issued; (iii) that the defendants were ordered to buy the plaintiff's shares for the price of EUR 750 thousand. The judge issued final ruling in favour of the Defendants, considering that the Plaintiff had not observed certain essential contractual formalities before bringing the issue to Court.
  • IMS has filed insolvency procedure against Alfasom, claiming credits in the amount of approximately EUR 88 thousand. After creditor's Assembly, the Judge issued a ruling determining the dissolution and sale of assets to pay the Creditor's.
  • It was closed the procedure brought by Fazenda Nacional do Brazil (Brazilian Tax Authority) against Forward Brasil Tecnologias de Informação Ltda (previously named Novabase Brasil, Ldta), referring to tax liabilities concerning the years of 2002 and 2003.

21. Events after the reporting period

No events worthy of note happened until the date of conclusion of this report.

22. Note added for translation

These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.

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