Interim / Quarterly Report • Sep 5, 2008
Interim / Quarterly Report
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Report and Accounts
1st Half of 2008
( IFRS/IAS )
July 29, 2008
Turnover reaches 147.3 M€ ( 129.5 M€ in 6M07)
EBITDA reaches 13.6 M€ ( 10.8 M€ in 6M07)
Net profit from continuing operations: 6.7 M€ (4.5 M€ in 6M07)
Phase out cost of the Mobility Solutions business: -8.8 M€
Net Profit (after phase out costs): -2.1 M€ (3.9 M€ in 6M07)
On March 14 we announced the closure of the Mobility Solutions area. The EBITDA and turnover consider the new consolidation perimeter with the comparable values in the prior periods. Net results recorded are for continuing operations and final net results considering closure costs.
Turnover in the 6M08 reached 147.3M€ (million euros), which represents an increase of 13.7% vs. the 129.5 M€ in 6M07.
Novabase SGPS, S.A. Public Company Code Euronext: NBA.AM Tax Payer nr. 502.280.182 Capital: 15 700 697.00 € Head Office: Av. D. João II, Lote 1.03.2.3., 1998-031 Lisboa - PORTUGAL
Manuel Tavares Festas Investor Relations Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]
EBITDA reached 13.6 M€ in 6M08 which represents an increase of 26.0% compared to the 10.8 M€ in the 6M07.
The chart below shows EBITDA variation compared to the prior periods.
The EBITDA margin in 6M08 was 9.2%, compared to 8.3% in 6M07 in linewith the goal of increasing business profitability.
Operating earnings reached 10.6 M€, reflecting an increase of 30.4% compared to 6M07 (8.1 M€).
EBTM reached 9.3 M€ in the period, registering an increase of 20.7% Vs the 7.7 M€ booked on the 6M07.
The Consolidated Net Results, costs with the closure of the Mobility Solutions business (-8.8 M€), were at a loss of -2.1 M€ in the period, showing a decrease vs the 3.9 M€ in 6M07. However without this effect they would have increased by 71.9% to 6.7 M €.
In the 6M08 Novabase business was marked by two relevant facts. On the one hand, the closure of the Mobility Solutions business and on the other hand the launch of Novabase IMS (Infrastructures and Managed Services), merging the IT Infrastructures and Outsourcing areas and also including the Ticketing area.
A provision of 8.8 M€ was recorded for the closure of the Mobility Solutions area. This provision includes all risks and costs involved in the closure of the activity. The implementation of the closure plan has been carried out as forecasted.
The Mobility Solutions area, closed on 1Q08, generated the following EBITDA and turnover in the prior periods of 6M06 and 6M07:
| Mobility Solutions | 6M06 | 6M07 |
|---|---|---|
| Turnover (M€) | 18.6 | 21.5 |
| EBITDA (M€) | 0.8 | -0.3 |
The business offer of IMS (Infrastructures and Managed Services) includes the IT Infrastructures business (which already included Infrastructure Outsourcing), the Ticketing area (previously within Novabase Engineering) and Application Outsourcing (previously within Novabase Consulting).
The chart shows the values included in 2007 within Novabase Consulting and in 2008 included within Novbase IMS perimeter:
| Outsourcing Aplicacional | 6M06 | 6M07 | 6M08 |
|---|---|---|---|
| Turnover (M€) | 2.6 | 2.8 | 3.1 |
| EBITDA (M€) | 0.6 | 0.6 | 0.7 |
Therefore, in the chart below are the turnover, EBITDA (with variation compared to the prior period) and EBITDA margins for each current Novabase business.
| Turnover | EBITDA | |||||
|---|---|---|---|---|---|---|
| Value (M€) | YoY (%) | Value (M€) | YoY (%) | EBITDA (%) | ||
| Novabase Consulting | 36.6 | 6.4% | 5.8 | -2.7% | 15.8% | |
| Novabase IMS | 44.4 | 1.6% | 4.0 | 86.5% | 9.1% | |
| Novabase Digital TV | 66.3 | 28.9% | 3.8 | 41.0% | 5.7% | |
| Total | 147.3 | 13.7% | 13.6 | 26.0% | 9.2% |
The Novabase Consulting business in 6M08 reached an EBITDA margin of 15.8% (compared to 17.3% in 6M07).
The Novabase Digital TV business registered na EBITDA margin of 5.7% (compared to 5.2% in 6M07).
The Novabase IMS business reached na EBITDA margin of 9.1% (above the 4.9% in 6M07). The IT Infrastructures and Outsourcing areas showed a good performance while the Ticketing area showed signs of recovery.
The percentage breakdown of EBITDA and turnover by the different businesses, in 6M08, is the following:
In 6M08 an excellent performance in cash generation was maintained. Novabase ended the 6M08 with 22.9 M€ of cash, which includes 14.1 M€ of factoring (compared to13.8 M€ in 6M07which included 20.3 M€ of factoring).
Of the 147.3 M€ turnover, 34.1% is generated outside Portugal, this is 50.2 M€ which represents a positive growth of 14.6% compared to the 43.8 M€ registered in 6M07. In percentage terms it remained around 34% of turnover.
Growth abroad was registered fundamentally in the Digital TV area.
In terms of Human Resources Novabase had, on average in the 6M08 1724 employees, which represents an increase of 13.1% compared to the 6M07 1524, in line with the increase in turnover.
The distribution by business area is as follows:
Novabase Consulting today has 949 consultants. This area accounts for 25% of Novabase overall turnover and 42% of the global EBITDA generated in the 6M08.
Novabase Consulting operates fundamentally in four market areas:
Banking and Financial Services, including the areas of Banking, Insurance and financial services in general;
Telecommunications, including the telecom operators as main customers;
Government, including public administration, local and regional, as well as the defense and healthcare markets
This business area, which no longer includes the Application Outsourcing business, recorded a 6.4% growth in the 6M08, above the 2.3% growth recorded in the 3M08.
Novabase Consulting EBITDA decreased 2.7% from 6.0 to 5.8 M€ compared to the prior period, reaching an EBITDA margin of 15.8%.
EBITDA Novabase Consulting
This area, with 353 employees, accounts for 30% of Novabase overall turnover and 30% of the global EBITDA in the 6M08.
This area includes three lines of business:
Outsourcing: this area merges Application Outsourcing previously included within Novabase Consulting and Infrastructure Outsourcing within Novabase Engineering (IT Infrastructures);
IT Infrastructures: unified corporate communication solutions spanning from video conference and telepresence to video surveillance;
Ticketing and Transport Solutions: core product and service offer for transports, covering the devices and systems for the whole ticket lifecycle, from production to back office revenue accounting.
Global turnover in this business area reached 44.4 M€, which represents an increase of 1.6% compared to 6M07.
EBITDA of Novabase IMS increased 86.5% in 6M08 compared to 6M07. This increase is essentially due to a different business mix, with na increased service component, resulting from the inclusion of Application Outsourcing and the recovery in margin in the Ticketing business.
The Novabase Digital TV area currently has 319 employees and accounts for 45% of Novabase overall turnover and 28% of global EBITDA generated in the 6M08.
The Novabase Digital TV business continues to show strong growth, in 6M08 it registered a turnover of 66.3 M€, 28.9% above 6M07.
EBITDA of Novabase Digital TV in 6M08 increased 41.0% compared to 6M07, reaching 3.8 M€.
The reconciliation between EBITDA and Net Profit is as follows:
EBITDA reached 13.6 M€, reflecting na increase of 26.0% compared to 6M07 (10.8 M€). Thus the EBITDA is increasing at a faster pace than the turnover, as a result of the adopted strategy of increased focus on profitability.
Depreciation increased by 12.3% reaching 3.0 M€ as a result of the increase in capital expenditure related to the move to the new head-offices.
EBIT, in the amount of 10.6 M€, increased 30.4% compared to the 6M07 (8.1 M€).
Financial Results registered a loss of 1.4 M€, affected by FX losses and loan interests of the Digital TV business in Germany wich is currently locally funded.
Current Tax amounted to 1.8 M€.
Net Profit from continuing operations reached to 6.7 M€ above the 4.5 M€ recorded in 6M07.
The discontinued operations charge corresponds to a 8.8 M€ loss, resulting from the phase out cost of the Mobility Solutions business.
Net Consolidated Results, after minority interests and results from discontinued operations, reached to a loss of -2.1 M€ in the period, representing a decrease when compared to a profit of 3.9 M€ in the 6M07.
The Earnings per Share decreased from 0.124 to '-0.067 euros per share, due to the acknowledgement of the phase out cost. Without this effect they would have grown 71.9% to 0.213 per share.
The 6M08 was marked by a loss in the PSI20 and in the EuroStoxx Index, which lost 30.9% and 26.8% correspondingly.
The Novabase share lost 28.8% in the period, showing recovery compared to the 40.2% decrease in the 12M07 (comparing to a 2.4% decrease in the EuroStoxx Technology and a 16.0% increase in the PSI20.
In the 6M08 rotation represented 50.4% of the capital and 15.8 million shares were traded, in line with the 6M07 (rotation represented 48.8% and 15.3 million shares were traded).
When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance at 6M08 is above the values of the average performance of other IT, showing recovery from the end of January onwards.
The average price, weighted by volume, of Novabase shares during 6M08, was 3.65 euros per share. Approximately 15.8 million shares were traded in all the 126 Stock Exchange sessions in the 6M08, corresponding to a transaction value of '57.8 M€.
The average daily number of shares traded was approximately 125.5 thousand shares, corresponding to a daily average value of approximately 0.5 M€.
The price in the stock Exchange in the last tradable day of the period (June 30, 2008), was 4.20 euros, which represents a gain of approximately 28.4% compared to the 3.27euros which was Novabase's share price at the end of 2007.
The maximum closing price which took place during 6M08 was 4.79 euros, while the minimum price registered was 3.40 euros. The market capitalization at the end of was 131.9 M€.
| Summary | 2Q08 | 1Q08 | 1Q07 | 3Q07 | 2Q07 |
|---|---|---|---|---|---|
| Mínimum price (€) | 3.40 | 2.10 | 3.27 | 4.04 | 4.58 |
| Máximum price (€) | 4.79 | 3.48 | 4.56 | 5.05 | 5.24 |
| Volume weighted average price (€) |
4.27 | 2.85 | 4.09 | 4.78 | 5.01 |
| Closing price at the end of the Quarter (€) |
4.20 | 3.16 | 3.27 | 4.04 | 4.73 |
| Nr. of shares traded | 8 941 091 | 6 871 753 | 1 882 456 | 2 968 043 | 5 064 311 |
| Market cap in the last day of the period (M€) |
131.9 | 99.2 | 102.7 | 126.9 | 148.5 |
| 30.06.08 | 30.06.07 | 30.06.08 | 30.06.07 | Var. % | ||
|---|---|---|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | |||||
| Assets | CONTINUING OPERATIONS | |||||
| Tangible assets | 8 483 | 6 226 | Sale of goods | 89 163 | 75 269 | |
| Intangible assets | 34 610 | 35 629 | Cost of goods sold | (75 590) | (65 909) | |
| Financial investments | 2 762 | 4 025 | ||||
| Deferred tax assets | 9 604 | 10 035 | Gross margin | 13 573 | 9 360 | 45.0 % |
| Total Non-Current Assets | 55 459 | 55 915 | Other income | |||
| Services rendered | 58 141 | 54 277 | ||||
| Inventories | 24 325 | 22 227 | Supplementary income | 501 | 406 | |
| Trade debtors and accrued income | 120 259 | 94 176 | Other operating income | 475 | 316 | |
| Other debtors and prepaid expenses | 11 631 | 14 754 | ||||
| Cash and deposits | 32 690 | 38 662 | 59 117 | 54 999 | ||
| Total Current Assets | 188 905 | 169 819 | 72 690 | 64 359 | ||
| Other expenses | ||||||
| Assets for continuing operations | 244 364 | 225 734 | External suppliers and services | (24 395) | (21 143) | |
| Personnel expenses | (33 719) | (30 013) | ||||
| Assets for descontinued operations | 6 529 | - | Provisions | (512) | (1 832) | |
| Total Assets | 250 893 | 225 734 | Other operating expenses | (476) | (586) | |
| (59 102) | (53 574) | |||||
| Shareholders' Equity | ||||||
| Share capital | 15 701 | 15 701 | Gross Net Profit (EBITDA) | 13 588 | 10 785 | 26.0 % |
| Treasury stock | (186) | (150) | Depreciation and amortization | (2 966) | (2 642) | |
| Share premium | 49 213 | 49 213 | ||||
| Reserves and retained earnings | 34 532 | 29 322 | Operating Profit (EBIT) | 10 622 | 8 143 | 30.4 % |
| Consolidated net income | (2 111) | 3 893 | Financial Gains / (Losses) | (1 371) | (479) | |
| Total Shareholders' Equity | 97 149 | 97 979 | Net Profit / (Loss) before Taxes | 9 251 | 7 664 | 20.7 % |
| Income tax expense | (1 774) | (1 404) | ||||
| Minority interests | 10 438 | 11 678 | ||||
| Total Equity | 107 587 | 109 657 | Net Profit from continuing operations | 7 477 | 6 260 | 19.4 % |
| DESCONTINUED OPERATIONS | ||||||
| Liabilities | Net Profit from descontinued operation | (8 806) | (617) | -1327.2 % | ||
| Long term borrowings | 2 844 | 6 050 | ||||
| Creditors of fixed assets | 991 | 1 430 | Minority interests | (783) | (1 750) | |
| Provisions | 1 952 | 1 365 | ||||
| Deferred tax liabilities | 483 | 100 | ||||
| Total Non-Current Liabilities | 6 270 | 8 945 | Attributable Net Profit / (Loss) | (2 112) | 3 893 | -154.3 % |
| Short term borrowings | 8 516 | 21 185 | Other information: | |||
| Trade creditors | 68 130 | 41 631 | ||||
| Other creditors and accruals | 38 967 | 33 265 | Turnover | 147 304 | 129 546 | 13.7 % |
| Deferred income | 11 750 | 11 051 | EBITDA margin | 9.2 % | 8.3 % | |
| Total Current Liabilities | 127 363 | 107 132 | ||||
| Total Liabilities for cont. operations | 133 633 | 116 077 | Net profit % on Turnover | 6.3 % | 5.9 % | |
| Total Liabilities for descont. operations | 9 673 | - | ||||
| Total Liabilities | 143 306 | 116 077 | Net Cash | 22 889 | 13 780 | |
| 250 893 | 225 734 |
| (Thousands of Euros) | (Thousands of Euros) | |||||
|---|---|---|---|---|---|---|
| Assets | CONTINUING OPERATIONS | |||||
| Tangible assets | 8 483 | 6 226 | Sale of goods | 89 163 | 75 269 | |
| Intangible assets | 34 610 | 35 629 | Cost of goods sold | (75 590) | (65 909) | |
| Financial investments | 2 762 | 4 025 | ||||
| Deferred tax assets | 9 604 | 10 035 | Gross margin | 13 573 | 9 360 | 45.0 % |
| Total Non-Current Assets | 55 459 | 55 915 | Other income | |||
| Services rendered | 58 141 | 54 277 | ||||
| Inventories | 24 325 | 22 227 | Supplementary income | 501 | 406 | |
| Trade debtors and accrued income | 120 259 | 94 176 | Other operating income | 475 | 316 | |
| Other debtors and prepaid expenses | 11 631 | 14 754 | ||||
| Cash and deposits | 32 690 | 38 662 | 59 117 | 54 999 | ||
| Total Current Assets | 188 905 | 169 819 | 72 690 | 64 359 | ||
| Other expenses | ||||||
| Assets for continuing operations | 244 364 | 225 734 | External suppliers and services | (24 395) | (21 143) | |
| Personnel expenses | (33 719) | (30 013) | ||||
| Assets for descontinued operations | 6 529 | - | Provisions | (512) | (1 832) | |
| Other operating expenses | (476) | (586) | ||||
| Total Assets | 250 893 | 225 734 | ||||
| (59 102) | (53 574) | |||||
| Shareholders' Equity | ||||||
| Share capital | 15 701 | 15 701 | Gross Net Profit (EBITDA) | 13 588 | 10 785 | 26.0 % |
| Treasury stock | (186) | (150) | Depreciation and amortization | (2 966) | (2 642) | |
| Share premium | 49 213 | 49 213 | ||||
| Reserves and retained earnings | 34 532 | 29 322 | Operating Profit (EBIT) | 10 622 | 8 143 | 30.4 % |
| Consolidated net income | (2 111) | 3 893 | Financial Gains / (Losses) | (1 371) | (479) | |
| Total Shareholders' Equity | 97 149 | 97 979 | Net Profit / (Loss) before Taxes | 9 251 | 7 664 | 20.7 % |
| Minority interests | 10 438 | 11 678 | Income tax expense | (1 774) | (1 404) | |
| Net Profit from continuing operations | 7 477 | 6 260 | 19.4 % | |||
| Total Equity | 107 587 | 109 657 | ||||
| DESCONTINUED OPERATIONS | ||||||
| Liabilities | Net Profit from descontinued operation | (8 806) | (617) | -1327.2 % | ||
| Long term borrowings | 2 844 | 6 050 | ||||
| Creditors of fixed assets | 991 | 1 430 | Minority interests | (783) | (1 750) | |
| Provisions | 1 952 | 1 365 | ||||
| Deferred tax liabilities | 483 | 100 | Attributable Net Profit / (Loss) | (2 112) | 3 893 | -154.3 % |
| Total Non-Current Liabilities | 6 270 | 8 945 | ||||
| Short term borrowings | 8 516 | 21 185 | Other information: | |||
| Trade creditors | 68 130 | 41 631 | ||||
| Other creditors and accruals | 38 967 | 33 265 | Turnover | 147 304 | 129 546 | 13.7 % |
| Deferred income | 11 750 | 11 051 | EBITDA margin | |||
| 9.2 % | 8.3 % | |||||
| Total Current Liabilities | 127 363 | 107 132 | ||||
| Total Liabilities for cont. operations | 133 633 | 116 077 | Net profit % on Turnover | 6.3 % | 5.9 % | |
| Total Liabilities for descont. operations | 9 673 | - | Net Cash | 22 889 | 13 780 | |
| Total Liabilities | 143 306 | 116 077 | ||||
| 250 893 | 225 734 |
Head-office Av. D. João II, Lote 1.03.2.3, Parque das Nações, 1998-031 Lisbon, PORTUGAL
Novabase S.G.P.S., S.A. Sociedade Aberta - Stock Code BVL: NBA.IN Share Capital 15 700 697.00 Euros - Corporate Registration CRCL N.º 1495, Fiscal Identity N.º 502 280 1
for the period of 6 Months Ended 30 June 2008
| (Thousands of Euros) | Digital | ||||
|---|---|---|---|---|---|
| Consulting | IMS | Mobile | TV | NOVABASE | |
| Sale of goods | 24 | 28 573 | - | 60 566 | 89 163 |
| Cost of goods sold | -12 | -24 442 | - | -51 136 | -75 590 |
| Gross margin | 12 | 4 131 | - | 9 430 | 13 573 |
| Other income | - | - | - | - | - |
| Services rendered | 36 621 | 15 813 | - | 5 707 | 58 141 |
| Supplementary income and subsidies | 378 | 19 | - | 104 | 501 |
| Other operating income | 169 | 113 | - | 193 | 475 |
| 37 168 | 15 945 | - | 6 004 | 59 117 | |
| - 37 180 |
- 20 076 |
- - |
- 15 434 |
- 72 690 |
|
| Other expenses | - | - | - | - | - |
| External suppliers and services | -11 511 | -6 934 | - | -5 950 | -24 395 |
| Personnel expenses | -19 130 | -9 017 | - | -5 572 | -33 719 |
| Provisions | -488 | -78 | - | 54 | -512 |
| Other operating expenses | -256 - |
-30 - |
- - |
-190 - |
-476 - |
| -31 385 - |
-16 059 - |
- - |
-11 658 - |
-59 102 - |
|
| Gross Net Profit (EBITDA) | 5 795 | 4 017 | - | 3 776 | 13 588 |
| Depreciation and amortization | - -1 606 |
- -506 |
- - |
- -854 |
- -2 966 |
| Operating Profit (EBIT) | 4 189 | 3 511 | - | 2 922 | 10 622 |
| Financial Gains / (Losses) | - 659 |
- -463 |
- - |
- -1 567 |
- -1 371 |
| Net Profit before Taxes | 4 848 | 3 048 | - | 1 355 | 9 251 |
| Income tax expense | - -530 |
- -775 |
- - |
- -469 |
- -1 774 |
| Net Profit | 4 318 | 2 273 | - | 886 | 7 477 |
| DESCONTINUED OPERATIONS Net Profit from descontinued operations |
- - |
- | -8 806 | - | -8 806 |
| Minority interests | -210 | -45 | 16 | -544 | -783 |
| Attributable Net Profit | 4 108 - |
2 228 - |
-8 790 - |
342 - |
-2 112 - |
| Other information : | |||||
| Turnover | 36 645 | 44 386 | - | 66 273 | 147 304 |
| EBITDA | 5 795 | 4 017 | - | 3 776 | 13 588 |
| EBITDA % on Turnover | 15.8% | 9.1% | - | 5.7% | 9.2% |
| Income before taxes % on Turnover | 13.2% | 6.9% | - | 2.0% | 6.3% |
Public Company - Code BVL: NBA.IN
Corporate Tax Payer nº 502.280.182
Capital: 15.700.697,00 euros
Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa
Publication of Shareholding of Members of the Corporate Boards (point 5 of Article 447 of the Company Code)
| Shareholders | Nº of Shares | % Capital | % Voting Rights |
|---|---|---|---|
| José Afonso Oom Ferreira de Sousa | 2 514 947 | 8.01% | 8.10% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2 498 697 | 7.96% | 8.05% |
| Rogério dos Santos Carapuça | 1 884 787 | 6.00% | 6.07% |
| Luís Paulo Cardoso Salvado | 1 803 040 | 5.74% | 5.81% |
| João Nuno da Silva Bento | 1 799 793 | 5.73% | 5.80% |
| Álvaro José da Silva Ferreira | 821 116 | 2.61% | 2.65% |
| Manuel Saldanha Fortes Tavares Festas | 74 946 | 0.24% | 0.24% |
| Manuel Alves Monteiro | 9 000 | 0.03% | 0.03% |
| Total | 11 406 326 | 36.32% | 36.76% |
Publication of Shareholding (point 4 of Article 448 of the Company Code)
| Shareholders | Partial Nº | Nº of Shares | % Capital | % Voting Rights |
|---|---|---|---|---|
| ES TECH VENTURES, SGPS, SA | 1 792 144 | |||
| Other Group Companies | 1 192 395 | |||
| Corporate Board Members | 40 | |||
| Grupo Banco Espírito Santo, SA (point 1 of Article 20 of CVM) | 2 984 579 | 9.50% | 9.62% | |
| José Afonso Oom Ferreira de Sousa | 2 514 947 | 8.01% | 8.10% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2 498 697 | 7.96% | 8.05% | |
| Rogério dos Santos Carapuça | 1 884 787 | 6.00% | 6.07% | |
| Luís Paulo Cardoso Salvado | 1 803 040 | 5.74% | 5.81% | |
| João Nuno da Silva Bento | 1 799 793 | 5.73% | 5.80% | |
| Credit Suisse Securities (Europe) Limited | 1 605 154 | 5.11% | 5.17% | |
| Fundo Millennium Acções Portugal | 539 835 | |||
| Fundo Millennium PPA | 410 336 | |||
| Millenniumbcp-Gestão de Fundos, SA (point 1 of Article 20 of CVM) | 950 171 | 3.03% | 3.06% | |
| Álvaro José da Silva Ferreira | 821 116 | 2.61% | 2.65% | |
| Manuel Saldanha Fortes Tavares Festas | 74 946 | 0.24% | 0.24% | |
| Total | 16 937 230 | 53.94% | 54.58% |
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Condensed Consolidated Interim Financial Statements for the 30 June 2008 six months ended
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| I. | CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the six months ended 30 June 2008 | 5 | |
|---|---|---|---|
| ● | Condensed Consolidated Interim Balance Sheet as at 30 June 2008 | 6 | |
| ● | Condensed Consolidated Interim Income Statement for the 6 months ended 30 June 2008 | 7 | |
| ● | Condensed Consolidated Interim Cash Flow Statement for the 6 months ended 30 June 2008 | 8 | |
| ● | Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2008 | 9 | |
| ● | Selected Notes to the Condensed Consolidated Interim Financial Statements for the 6 months ended 30 June 2008 | 10 | |
| Note 1. | General Information | 10 | |
| Note 2. | Basis of Preparation | 10 | |
| Note 3. | Accounting Policies | 10 | |
| Note 4. | Segment information | 11 | |
| Note 5. | Companies included in consolidation | 12 | |
| Note 6. | Property plant and equipment | 13 | |
| Note 7. | Intangible assets | 14 | |
| Note 8. | Investments in associates | 15 | |
| Note 9. | Deferred income tax assets and liabilities | 15 | |
| Note 10. | Inventories | 16 | |
| Note 11. | Trade and other receivables | 17 | |
| Note 12. | Cash and cash equivalents | 17 | |
| Note 13. | Share capital, share premium, treasury shares and share options | 17 | |
| Note 14. | Minority interest | 18 | |
| Note 15. | Borrowings | 19 | |
| Note 16. | Trade and other payables | 20 | |
| Note 17. | Employee benefit expense | 20 | |
| Note 18. | Other losses | 20 | |
| Note 19. | Income tax expense | 21 | |
| Note 20. | Earnings per share | 21 | |
| Note 21. | Commitments | 22 | |
| Note 22. | Related-party transactions | 22 | |
| Note 23. | Discontinued operations | 23 | |
| Note 24. | Other Information | 24 | |
| Note 25. | Subsequent events | 25 | |
| II. | INTERIM FINANCIAL INFORMATION | SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED | 27 |
| ● | Report and Opinion of the Audit Committee on the consolidated financial statements | 29 | |
| ● | Limited Review Report on the Consolidated Half Year Information | 31 | |
| III. | MEMBERS | SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY THE BOARD | 33 |
| ● | Detail of securities issued by the company and other group companies, held by board members as at 30 June 2008 | 35 |
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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the six months ended 30 June 2008
(Amounts expressed in thousands of Euros) Note 30.06.08 31.12.07 Assets Non Current Assets Property plant and equipment 6 8 483 8 447 Intangible assets 7 34 610 34 737 Investments in associates 8 2 762 4 925 Deferred income tax assets 9 9 604 11 111 Total Non Current Assets 59 220 55 459 Current Assets Inventories 10 24 325 20 864 Trade and other receivables 11 107 439 120 155 Income tax receivable 1 486 1 378 Accrued income 14 357 19 605 Other current assets 3 180 3 468 Cash and cash equivalents 12 32 690 38 335 Total Current Assets 198 377 188 905 Assets for discontinued operations 23 6 529 - Total Assets 257 597 250 893 Equity Share capital 13 15 701 15 701 Treasury shares 13 (186) (249) Share premium 13 49 213 49 213 Reserves and retained earnings 34 532 29 199 (Loss)/Profit for the period attributable to equity holders (2 111) 6 997 100 861 97 149 Minority interest 14 10 438 13 641 Total Equity 114 502 107 587 Liabilities Non Current Liabilities Borrowings 15 3 835 5 762 Provisions 1 662 1 952 Deferred income tax liabilities 9 483 392 Total Non Current Liabilities 7 816 6 270 Current Liabilities Borrowings 15 9 482 12 692 Trade and other payables 16 105 176 105 409 Income tax payable 131 955 Deferred income and other current liabilities 11 750 17 047 Total Current Liabilities 135 279 127 363 Total Liabilities 143 095 133 633 Liabilities for discontinued operations 23 9 673 - Total Equity and Liabilities 250 893 257 597 Total Equity attributable to the company's equity holders
| 6 M * | 6 M * | |
|---|---|---|
| Note | 30.06.08 | 30.06.07 |
| 4 | 89 163 | 75 269 |
| 4 | 58 141 | 54 277 |
| (75 590) | (65 909) | |
| (24 395) | (21 143) | |
| 17 | (33 719) | (30 013) |
| 18 | (12) | (1 696) |
| ( 2 966) | ( 2 642) | |
| 10 622 | 8 143 | |
| 2 139 | 1 686 | |
| (3 514) | (2 185) | |
| 4 | 20 | |
| 9 251 | 7 664 | |
| 19 | (1 774) | (1 404) |
| 7 477 | 6 260 | |
| 23 | (8 806) | (617) |
| (1 329) | 5 643 | |
| 3 893 | ||
| 1 750 | ||
| 5 643 | ||
| 0.12 euros | ||
| 20 | 0.22 euros | 0.14 euros |
| 14 20 |
(2 112) 783 (1 329) (0.07) euros |
6 M * - period of 6 months ended
The Accountant The Board of Directors
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 6 M * | 6 M * | ||
| Note | 30.06.08 | 30.06.07 | |
| Cash flows from operating activities | |||
| Cash receipts from customers | 138 064 | 119 443 | |
| Cash paid to suppliers and employees | (127 251) | (115 953) | |
| Cash Generated from Operations | 10 813 | 3 490 | |
| Income taxes paid | (842) | (412) | |
| Other operating payments | (889) | (931) | |
| (1 731) | (1 343) | ||
| Net Cash generated in operating activities from continuing operations | 9 082 | 2 147 | |
| Net Cash used in operating activities from discontinued operations | 23 | (1 504) | (5 328) |
| Cash flows from investing activities | |||
| Receipts: | |||
| Sale of subsidiary, net of cash acquired | 266 | - | |
| Interest received | 714 | 765 | |
| 980 | 765 | ||
| Payments: Acquisition of subsidiary |
(1 507) | (1 575) | |
| Purchases of Property plant and equipment | (1 830) | (1 093) | |
| Purchases of Intangible assets | (1 130) | (593) | |
| (4 467) | (3 261) | ||
| Net Cash used in investing activities from continuing operations | (3 487) | (2 496) | |
| Net Cash used in investing activities from discontinued operations | 23 | (3) | (144) |
| Cash flows from financing activities | |||
| Receipts: | |||
| Proceeds from borrowings | 15 | 5 096 | 723 |
| Proceeds from sale of treasury shares | 13 | 45 | 110 |
| 5 141 | 833 | ||
| Payments: | |||
| Repayments of borrowings Interests and similar costs |
15 | (11 769) (2 017) |
(3 375) (1 052) |
| Purchase of treasury shares | 13 | (965) | - |
| (14 751) | (4 427) | ||
| Net Cash used in financing activities from continuing operations | (9 610) | (3 594) | |
| Net Cash generated in financing activities from discontinued operations | 23 | 402 | 6 037 |
| Cash and bank overdrafts from continuing operations - net | (4 015) | (3 943) | |
| Cash and bank overdrafts from discontinued operations - net | 23 | (1 105) | 565 |
| Cash and bank overdrafts at the beginning of the period | 31 278 | 31 152 | |
| Cash and bank overdrafts at the end of the period | 12 | 27 263 | 27 774 |
6 M * - period of 6 months ended
(Amounts expressed in thousands of Euros)
| Attributable to equity holders of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Share Capital |
Share premium |
Treasury shares |
reserves | Fair value Legal () adjust. () and other reserves reserves (*) |
Stock Options |
Retained earnings |
Minority Interest |
Total Equity |
|
| Balance at January 1, 2007 | 15 701 | 49 213 | (260) | 1 276 | 229 | 518 | 28 036 | 11 211 | 105 924 | |
| Profit for the period | - | - | - | - | - | - | 3 893 | 1 750 | 5 643 | |
| Total recognized income / (expense) | - | - | - | - | - | - | 3 893 | 1 750 | 5 643 | |
| Treasury shares movements | 13 | - | - | 110 | - | - | - | - | - | 110 |
| Stock Options | 13 | - | - | - | - | - | 84 | - | - | 84 |
| Sale of available-for-sale financial assets | - | - | - | - | (229) | - | - | - | (229) | |
| Acquisitions to minority interests | 14 | - | - | - | - | - | - | (592) | (804) | (1 396) |
| Changes in consolidation universe | 5 and 14 | - | - | - | - | - | - | - | (479) | (479) |
| Balance at 30 June 2007 | 15 701 | 49 213 | (150) | 1 276 | - | 602 | 31 337 | 11 678 | 109 657 | |
| Balance at January 1, 2008 | 15 701 | 49 213 | (249) | 1 276 | - | 686 | 34 234 | 13 641 | 114 502 | |
| Profit for the period | - | - | - | - | - | - | (2 112) | 783 | (1 329) | |
| Total recognized income / (expense) | - | - | - | - | - | - | (2 112) | 783 | (1 329) | |
| Treasury shares movements | 13 | - | - | 63 | - | - | - | 791 | - | 854 |
| Stock Options | 13 | - | - | - | - | - | 84 | - | - | 84 |
| Acquisitions to minority interests | 14 | - | - | - | - | - | - | (2 538) | (4 241) | (6 779) |
| Changes in consolidation universe | 5 and 14 | - | - | - | - | - | - | - | 255 | 255 |
| Balance at 30 June 2008 | 15 701 | 49 213 | (186) | 1 276 | - | 770 | 30 375 | 10 438 | 107 587 |
(*) These reserves cannot be distributed to equity holders
Novabase, S.G.P.S., SA (hereunder referred to as Novabase or the company), with head-office in Av. D. João II, Lote 1.03.2.3, Parque das Nações – 1998- 031 Lisboa - Portugal, holds and manages the financial holdings in all Group companies as an indirect way of doing business, being the Group's Holding Company.
The group operates in the IT sector and, during the period of 6 months ended 30 June 2008 developed its activity in three distinct business areas 'Consulting', 'Infrastructures and Managed Services (IMS)' and 'Digital TV'.
In March 14, 2008, by decision of the Board of Directors, the group has decided to initiate the legal procedures to the cessation of activity of the 'Mobility Solutions' business, which activity is the supply of systems and solutions in the mobile communications area. This was considered an inevitable decision in the present strategic and financial conditions of the business, consequently, the net loss of this business was presented, in the consolidated financial statements, in the heading 'Discontinued operations' in the income statement and in separate headings in assets and liabilities in the consolidated balance sheet.
Novabase is listed on the Euronext Lisbon.
These condensed consolidated interim financial statements were authorized by the Board of Directors on July 29, 2008. The Board of directors believes that these financial statements fairly present the group operations, as well as its financial position, financial performance, and cash flows.
These condensed consolidated interim financial statements for the 6 months ended 30 June 2008 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 2007, which have been prepared in accordance with IFRSs.
These financial statements are presented in thousands of Euros.
Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2007, as described in those annual financial statements.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
a) There are new standards, amendments to standards and interpretations that have been issued but are mandatory only for periods beginning on or after 1 July 2008, and have not been early adopted by the Group:
• IFRS 8, 'Operating segments' (effective for annual periods beginning on or after 1 January 2009). IFRS 8 replaces IAS 14 and aligns segment reporting with the requirements of the US standard SFAS 131. The impact of the adoption is being assessed by management.
• IAS 23 (amendment), 'Borrowing costs' (effective for annual periods beginning from 1 January 2009). This amendment is not relevant to the Group.
• IFRS 2 (amendment), 'Share based payments' (effective for annual periods beginning on or after 1 January 2009). The impact of the adoption is being assessed by management.
• IFRS 3 (amendment), 'Business combinations' and IAS 27 (amendment), 'Consolidated and separate financial statements' (effective for annual periods beginning on or after 1 July 2009). This amendment might have impact in Group's future business acquisitions.
• IAS 1 (amendment), 'Presentation of financial statements' (effective for annual periods beginning on or after 1 January 2009). This amendment has not been yet adopted by the European Union (EU). The impact of the adoption is being assessed by management.
• IAS 32 (amendment), 'Financial instruments: presentation' and consequential amendments to IAS 1, 'Presentation of financial statements' (effective for annual periods beginning on or after 1 January 2009). This amendment has not been yet adopted by the European Union (EU). The fundamental principle of IAS 32 is that a financial instrument should be classified as either a financial liability or an equity instrument according to the substance of the contract, not its legal form. The impact of the adoption is being assessed by management.
• IFRS 1 (amendment), 'First-time adoption of financial international reporting standards' and consequential amendments to IAS 27, 'Consolidated and separate financial statements' (effective for annual periods beginning on or after 1 January 2009). This amendment will not have an impact in the financial statements of the Group.
• IFRIC 13, 'Customer loyalty programmes' (effective for annual periods beginning on or after 1 July 2008). The effect of the adoption of this standard is not relevant for the Group.
• IFRIC 15, 'Agreements for the Construction of Real Estate' (effective for annual periods beginning on or after 1 January 2009). This interpretation will not have an impact in the financial statements of the Group.
• IFRIC 16, 'Hedges of a Net Investment in a Foreign Operation' (effective for annual periods beginning on or after 1 October 2008). This interpretation will not have an impact in the financial statements of the Group.
b) The following interpretations are mandatory for annual periods beginning on or after 1 January 2008, however, the Group has not early adopted them because they haven't yet been adopted by the European Union (EU):
• IFRIC 12, 'Service concession arrangements'. IFRIC 12 applies to contractual arrangements whereby a private sector operator participates in the development, financing, operation and maintenance of infrastructure for public sector services. IFRIC 12 is not relevant to the group's operations.
• IFRIC 14, 'The limit on a defined benefits asset, minimum funding requirements and their interaction' (effective for annual periods beginning on or after 1 January 2008). At the present date, this interpretation is not relevant for the Group.
c) The impact of the adoption of new standards and interpretations that became mandatory for annual periods beginning on 1 January 2008, is as follows:
• IFRIC 11, IFRS 2, 'Group and treasury share transactions'. Its adoption had no impact in the group's financial statements.
Novabase business was marked, in the first half 2008, by two relevant facts: (i) the discontinuation of the Mobility Solutions business and, (ii) the launch of Novabase IMS (Infrastructures and Managed Services), business segment that merge the IT Infrastructures and Ticketing areas (previously within 'Engineering' business segment) and Outsourcing area (previously within 'Consulting' business segment). The business offer of IMS (Infrastructures and Managed Services) includes the IT Infrastructures business (which already included Infrastructure Outsourcing), the Ticketing area and Applicational Outsourcing (previously within Novabase Consulting).
Due to this reorganization, the 'Engineering' business segment (that, beside the areas mentioned above, also included the Mobility Solutions business) disappeared.
The business segment results presented below consider the new internal reporting organization, with the comparable values in the prior periods represented.
Therefore, as at 30 June 2008, for business segment report, the Group is organized as follows:
The business segment results for the 1st Half of 2007, are as follows:
| Digital | Novabase | Disc. Operat. | |||||
|---|---|---|---|---|---|---|---|
| Consulting | IMS | TV | Other | Group | Mobile | ||
| Total Sales and Services rendered of the segment | 38 289 | 44 504 | 53 932 | 77 | 136 802 | 21 547 | |
| Sales and Services rendered inter-segment | (3 920) | (802) | (2 534) | - | (7 256) | (26) | |
| Sales and Services rendered | 34 369 | 43 702 | 51 398 | 77 | 129 546 | 21 521 | |
| Operating profit | 4 771 | 1 560 | 2 062 | (250) | 8 143 | (346) |
The business segment results for the 1st Half of 2008, are as follows:
| Digital | Novabase | Disc. Operat. | ||||
|---|---|---|---|---|---|---|
| Consulting | IMS | TV | Other | Group | Mobile | |
| Total Sales and Services rendered of the segment | 41 047 | 54 655 | 60 996 | 263 | 156 961 | 11 148 |
| Sales and Services rendered inter-segment | (4 511) | (10 269) | 5 277 | (154) | (9 657) | (73) |
| Sales and Services rendered | 36 536 | 44 386 | 66 273 | 109 | 147 304 | 11 075 |
| Operating profit | 4 286 | 3 511 | 2 922 | (97) | 10 622 | (7 022) |
The companies consolidated by full method on 30 June 2008 were the following:
| Shareholding % | |||||
|---|---|---|---|---|---|
| Holding company, | Head Office | Share Capital | |||
| Subsidiaries and Associates | and Country | 30.06.08 | 30.06.08 | 31.12.07 | |
| Parent company - Group holding : | |||||
| Novabase S.G.P.S. | Lisbon - Portugal | € 15 700 697 | - | - | |
| Consulting: | |||||
| (i) Novabase Consulting, S.A. |
Lisbon - Portugal | € 2 041 000 | 100.0% | 96.3% | |
| (i) Novabase B. I., S.A. |
Lisbon - Portugal | € 250 000 | 100.0% | 96.3% | |
| Novabase Core Fin. Software Sol., S.A. | Lisbon - Portugal | € 100 000 | 100.0% | 100.0% | |
| (i) NBO Recursos em TI |
Lisbon - Portugal | € 50 000 | 100.0% | 96.3% | |
| (i) Novabase A. C. D., S.A. |
Lisbon - Portugal | € 750 000 | 97.0% | 93.4% | |
| (i) Novabase Consulting SGPS, S.A. |
Lisbon - Portugal | € 10 675 498 | 100.0% | 96.3% | |
| (i) Novabase E. A., S.A. |
Lisbon - Portugal | € 150 000 | 100.0% | 96.3% | |
| (i) CelFocus, S.A. |
Lisbon - Portugal | € 100 000 | 55.0% | 53.0% | |
| Mentor, S.A. | Lisbon - Portugal | € 50 000 | 100.0% | 100.0% | |
| (i) COLLAB – Sol. I. Com. e Colab., S.A. |
Lisbon - Portugal | € 61 333 | 52.4% | 50.7% | |
| (i) SAF, S.A. |
Lisbon - Portugal | € 325 000 | 90.0% | 86.7% | |
| Novabase International Solutions BV | Amsterd. - Netherl. | € 18 000 | 90.0% | 90.0% | |
| Nbase International Investments B.V. | Amsterd. - Netherl. | € 1 220 800 | 100.0% | 100.0% | |
| (iv) NB Solutions Middle East FZ-LLC | Dubai - UAE | 2 700 000 AED | 90.5% | - | |
| IMS: | |||||
| (ii) Novabase Infraestruturas, SGPS, S.A. | Lisbon - Portugal | € 50 000 | 100.0% | 87.3% | |
| (ii) Novabase IIS, S.A. | Lisbon - Portugal | € 70 500 | 100.0% | 87.3% | |
| Novabase Consulting Espanha, S.A. | Madrid - Spain | € 1 000 000 | 100.0% | 100.0% | |
| Octal - Engenharia de Sistemas, S.A. | Lisbon - Portugal | € 3 000 000 | 100.0% | 100.0% | |
| Gedotecome, Lda. | Lisbon - Portugal | € 25 000 | 100.0% | 100.0% | |
| (iv) Contactless SBCA | Lisbon - Portugal | € 500 000 | 63.7% | - | |
| (v) Novabase SRL | Bucharest - Romania | 35 920 RON | 100.0% | - | |
| (vi) Ficedula SP Z O.O. | Warsaw - Poland | 50 000 PLN | 100.0% | - | |
| Mobile: | |||||
| Novabase Infr. Integracion S. Inf., S. A. | Madrid - Spain | € 120 202 | 100.0% | 100.0% | |
| Octal 2 Mobile (c) | Lisbon - Portugal | € 2 050 000 | 99.5% | 80.0% | |
| Digital TV: | |||||
| Techno Trend Holding NV (a) | Amsterd. - Netherl. | € 97 295 | 39.5% | 39.5% | |
| Techno Trend AG (b) | Erfurt - Germany | € 5 263 320 | 39.5% | 39.5% | |
| Novabase Interactive TV (b) | Lisbon - Portugal | € 278 125 | 39.5% | 39.5% | |
| (iii) Octal TV , S.A. (b) | Lisbon - Portugal | € 250 000 | 51.6% | 31.6% | |
| OnTV, S.A. (b) | Lisbon - Portugal | € 100 000 | 39.5% | 39.5% | |
| (vii) TVLab, S.A. | Lisbon - Portugal | € 525 000 | 100.0% | - | |
| Capital: | |||||
| Novabase Capital SGCR, S.A. | Lisbon - Portugal | € 2 500 000 | 100.0% | 100.0% | |
| Novabase Shared Services: | |||||
| Novabase Serviços, S.A. | Lisbon - Portugal | € 250 000 | 100.0% | 100.0% |
(a) The Group has the power to govern the financial and operating policies of Techno Trend Holding NV.
(b) This company is controlled by Techno Trend Holding NV.
(c) The increase of the % shareholding in this company is due to a share capital increase subscribed.
The following changes occurred in the consolidation perimeter, in the 1st Half of 2008:
a) Acquisitions to minority interests
(iii)
(i) Acquisition of 3.69% of Novabase Consulting SGPS (sub-holding company of the Group for the Consulting area) (see note 14).
(ii) Acquisition of 12.73% of Novabase Infraestruturas SGPS, SA (see note 14).
b) Entries in the consolidation perimeter
(iv) The companies NB Solutions Middle East and Contactless, although have been incorporated in December 2007, started their activities only in 2008, and therefore were included by its fair value in 2007 accounts.
(v) The company Novabase SRL was incorporated in 2008.
Acquisition of 20% of Octal TV, S.A. (see note 14).
(vi) The company Ficedula SP Z O.O. was acquired in 2008.
(vii) Novabase acquired, in the first half of 2008, a holding of 55% in this company, and has now the power to govern the financial and operating policies. The companies consolidated using the equity method on 30 June 2008 were the following:
| Holding company | Head Office | Shareholding % | |||
|---|---|---|---|---|---|
| and Country | 30.06.08 | 31.12.07 | |||
| Superemprego, S. A. | Lisbon - Portugal | 36.25% | 36.25% | ||
| Mind, S.A. | Lisbon - Portugal | 50.0% | 50.0% | ||
| Sapi 2 ci, Consultadoria Informática, S.A. (*) | Oporto - Portugal | 50.0% | 50.0% | ||
| Sapi 2 pi, Projectos Informáticos, Lda (*) | Oporto - Portugal | 50.0% | 50.0% | ||
| Fundo Capital Risco | Lisbon - Portugal | 30.0% | 30.0% | ||
| Key Lab | Lisbon - Portugal | - | 15.0% | ||
| Globaleda - Tel. e Sist. Informação, S.A. | Ponta Delg. - Portugal | 25.1% | - |
(*) In July 2008, it was celebrated a sale and purchase agreement of this financial holding, by the amount of EUR 390 thousand (see note 25).
The detail of Property plant and equipment is analyzed as follows:
| 30.06.08 | 31.12.07 | ||||||
|---|---|---|---|---|---|---|---|
| Accumulated | Net book | Accumulated | Net book | ||||
| Cost | depreciation | value | Cost | depreciation | value | ||
| Buildings and other constructions | 3 101 | 380 | 2 721 | 2 072 | 222 | 1 850 | |
| Basic equipment | 4 909 | 2 330 | 2 579 | 5 017 | 2 151 | 2 866 | |
| Transport equipment | 4 593 | 3 082 | 1 511 | 4 715 | 2 687 | 2 028 | |
| Tools and utensils | 685 | 488 | 197 | 632 | 440 | 192 | |
| Furniture, fittings and equipment | 2 464 | 995 | 1 469 | 2 415 | 911 | 1 504 | |
| Other tangible fixed assets | 12 | 6 | 6 | 19 | 12 | 7 | |
| 15 764 | 7 281 | 8 483 | 14 870 | 6 423 | 8 447 |
During 2007, movements on Property plant and equipment were as follows:
| Change in | |||||||
|---|---|---|---|---|---|---|---|
| 01.01.07 | Acquisitions | Consolidation Discontinued | 31.12.07 | ||||
| Balance | / Increases | Disposals | Transfers | Universe | Operations | Balance | |
| Cost : | |||||||
| Buildings and other constructions | 1 361 | 1 805 | (1 070) | - | (24) | - | 2 072 |
| Basic equipment | 3 968 | 1 851 | (729) | 243 | (316) | - | 5 017 |
| Transport equipment | 5 331 | 1 027 | (1 235) | - | (408) | - | 4 715 |
| Tools and utensils | 502 | 130 | - | - | - | - | 632 |
| Furniture, fittings and equipment | 1 513 | 1 201 | (208) | - | (91) | - | 2 415 |
| Other tangible fixed assets | 12 | 29 | (22) | - | - | - | 19 |
| 12 687 | 6 043 | (3 264) | 243 | (839) | - | 14 870 | |
| Accumulated Depreciation : | |||||||
| Buildings and other constructions | 427 | 527 | (710) | - | (22) | - | 222 |
| Basic equipment | 2 163 | 989 | (695) | - | (306) | - | 2 151 |
| Transport equipment | 2 729 | 1 362 | (1 056) | - | (348) | - | 2 687 |
| Tools and utensils | 364 | 76 | - | - | - | - | 440 |
| Furniture, fittings and equipment | 909 | 286 | (203) | - | (81) | - | 911 |
| Other tangible fixed assets | 4 | 30 | (22) | - | - | - | 12 |
| 6 596 | 3 270 | (2 686) | - | (757) | - | 6 423 |
During the 1st Half of 2008, movements on Property plant and equipment were as follows:
| Change in | |||||||
|---|---|---|---|---|---|---|---|
| 01.01.08 | Acquisitions | Consolidation Discontinued | 30.06.08 | ||||
| Balance | / Increases | Disposals | Transfers | Universe | Operations | Balance | |
| Cost : | |||||||
| Buildings and other constructions | 2 072 | 1 029 | - | - | - | - | 3 101 |
| Basic equipment | 5 017 | 732 | (290) | (400) | 72 | (222) | 4 909 |
| Transport equipment | 4 715 | 5 | (9) | - | - | (118) | 4 593 |
| Tools and utensils | 632 | 48 | - | - | 5 | - | 685 |
| Furniture, fittings and equipment | 2 415 | 150 | (57) | - | - | (44) | 2 464 |
| Other tangible fixed assets | 19 | - | (7) | - | - | - | 12 |
| 14 870 | 1 964 | (363) | (400) | 77 | (384) | 15 764 | |
| Accumulated Depreciation : | |||||||
| Buildings and other constructions | 222 | 158 | - | - | - | - | 380 |
| Basic equipment | 2 151 | 578 | (286) | (70) | 7 | (50) | 2 330 |
| Transport equipment | 2 687 | 469 | (9) | - | - | (65) | 3 082 |
| Tools and utensils | 440 | 46 | - | - | 2 | - | 488 |
| Furniture, fittings and equipment | 911 | 151 | (56) | - | - | (11) | 995 |
| Other tangible fixed assets | 12 | - | (6) | - | - | - | 6 |
| 6 423 | 1 402 | (357) | (70) | 9 | (126) | 7 281 |
Property plant and equipment increases in the 1st Half of 2008 refers essentially to the construction works in the new headquarter of the group and equipment acquired for it.
Buildings and other constructions includes assets in the amount of EUR 2 532 thousand installed on third party premises.
The heading 'Transport Equipment' includes the finance lease contracts, as detailed below:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Acquisition cost | 4 572 | 4 686 |
| Accumulated depreciation | (3 068) | (2 668) |
| Net book value | 1 504 | 2 018 |
| 30.06.08 | 30.06.07 | |
| Depreciation charge | 465 | 609 |
Intangible assets are analyzed as follows:
| 30.06.08 | 31.12.07 | ||||||
|---|---|---|---|---|---|---|---|
| Cost | Accumulated Amortisation |
Net book value |
Cost | Accumulated Amortisation |
Net book value |
||
| Internally generated intangible assets | 4 908 | 2 400 | 2 508 | 4 226 | 1 637 | 2 589 | |
| Industrial property and other rights | 12 580 | 7 232 | 5 348 | 11 792 | 6 563 | 5 229 | |
| Work in progress | 397 | - | 397 | 516 | - | 516 | |
| Goodwill | 26 357 | - | 26 357 | 26 403 | - | 26 403 | |
| 44 242 | 9 632 | 34 610 | 42 937 | 8 200 | 34 737 |
During 2007, movements on Intangible assets were as follows:
| Change in | |||||||
|---|---|---|---|---|---|---|---|
| 01.01.07 | Acquisitions Impairment ch. | Consolidation Discontinued | 31.12.07 | ||||
| Balance | / Increases | Disposals | Transfers | Universe | Operations | Balance | |
| Cost : | |||||||
| Internally generated intangible assets | 3 891 | 707 | (1 229) | 857 | - | - | 4 226 |
| Industrial property and other rights | 11 699 | 116 | (23) | - | - | - | 11 792 |
| Work in progress | 1 177 | 439 | - | (1 100) | - | - | 516 |
| Goodwill | 26 750 | - | - | - | (347) | - | 26 403 |
| 43 517 | 1 262 | (1 252) | (243) | (347) | - | 42 937 | |
| Accumulated Amortisation | |||||||
| Internally generated intangible assets | 1 230 | 1 636 | (1 229) | - | - | - | 1 637 |
| Industrial property and other rights | 5 328 | 1 258 | (23) | - | - | - | 6 563 |
| 6 558 | 2 894 | (1 252) | - | - | - | 8 200 |
During the 1st Half of 2008, movements on Intangible assets were as follows:
| 01.01.08 | Acquisitions Impairment ch. | Consolidation Discontinued | 30.06.08 | ||||
|---|---|---|---|---|---|---|---|
| Balance | / Increases | Disposals | Transfers | Universe | Operations | Balance | |
| Cost : | |||||||
| Internally generated intangible assets | 4 226 | 711 | (244) | - | 215 | - | 4 908 |
| Industrial property and other rights | 11 792 | 58 | (103) | 855 | - | (22) | 12 580 |
| Work in progress | 516 | 359 | (23) | (455) | - | - | 397 |
| Goodwill | 26 403 | 2 | - | - | - | (48) | 26 357 |
| 42 937 | 1 130 | (370) | 400 | 215 | (70) | 44 242 | |
| Accumulated Amortisation | |||||||
| Internally generated intangible assets | 1 637 | 888 | (245) | - | 120 | - | 2 400 |
| Industrial property and other rights | 6 563 | 676 | (57) | 70 | - | (20) | 7 232 |
| 8 200 | 1 564 | (302) | 70 | 120 | (20) | 9 632 |
This heading is analyzed as follows:
| Shareholding % | Acquisition Cost | ||||
|---|---|---|---|---|---|
| 30.06.08 | 31.12.07 | 30.06.08 | 31.12.07 | ||
| (i) | Plano B | 75% | 75% | 9 | 9 |
| WRC | 4% | 4% | 15 | 15 | |
| Tape | 1% | 1% | 4 | 4 | |
| Intelcart | 10% | 10% | 2 | 2 | |
| (ii) | TV Lab (see note 5) | - | 45% | - | 49 |
| (iii) | Key Lab | - | 15% | - | 1 325 |
| Fundo Capital Risco | 30% | 30% | 2 128 | 2 128 | |
| (iv) | SAPi2 | 50% | 50% | 432 | 432 |
| (v) | NB Middle East (see note 5) | - | 91% | - | 700 |
| (v) | Contactless (see note 5) | - | 62% | - | 245 |
| Globaleda | 25% | - | 159 | - | |
| Other | 13 | 16 | |||
| 2 762 | 4 925 |
(i) This company is dormant and therefore was excluded from consolidation.
(ii) In the 1st Half of 2008, with the acquisition of an additional holding of 55%, the Group has the power to govern the financial and operating policies of this company, and therefore included this subsidiary in the consolidation by full method (see notes 5 and 14).
(iii) Due to the decision of discontinuation of the 'Mobility Solutions' business, the Board of Directors decided to sell this financial holding in March 2008, which represented a loss of EUR 800 thousand, entirely recognized in the income statement in the 'Discontinued operations' heading.
(iv) Novabase does not have the power to control the operational and financial policies of this company. In July 2008, it was celebrated a sale and purchase agreement of this financial holding, by the amount of EUR 390 thousand (see note 25).
(v) Companies incorporated in December 2007, that started their activities only in 2008, and therefore, were included in the consolidation by full method in the 1st Half of 2008.
Novabase Group recognizes the tax effects on timing differences that arose between the tax basis of assets and liabilities and their carrying amount in the Consolidated Financial Statements, in accordance with the International Accounting Standard 12 - Income Taxes.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts can be presented as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Deferred tax assets: | ||
| To be recovered within 12 months | 2 247 | 1 531 |
| To be recovered after more than 12 months | 7 357 | 9 580 |
| 9 604 | 11 111 | |
| Deferred tax liabilities: | ||
| To be recovered within 12 months | - | - |
| To be recovered after more than 12 months | 483 | 392 |
| 483 | 392 | |
The movement in the deferred income tax is as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Balance at 1 January | 11 111 | 9 829 |
| Discontinued operations | (1 449) | - |
| Transfers | 178 | 256 |
| Income statement charge | (236) | 1 026 |
| Balance at the end of the period | 9 604 | 11 111 |
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 | Accelerated | Tax | |||
|---|---|---|---|---|---|
| losses | Amortisation | incentives | Provisions | Total | |
| Balance at 1 January 2007 | 6 129 | 206 | 2 923 | 571 | 9 829 |
| Charged to the income statement | 268 | (113) | 716 | 155 | 1 026 |
| Transfers | 256 | - | - | - | 256 |
| Balance at 31 December 2007 | 6 653 | 93 | 3 639 | 726 | 11 111 |
| Charged to the income statement | (584) | (93) | 285 | 156 | (236) |
| Transfers | 247 | - | (44) | (25) | 178 |
| Discontinued operations | (1 334) | - | (15) | (100) | (1 449) |
| Balance at 30 June 2008 | 4 982 | - | 3 865 | 757 | 9 604 |
This heading is analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Merchandise | 6 506 | 9 652 |
| Finished products | 1 365 | 2 085 |
| Raw materials, subsidiary goods and consumables | 18 754 | 12 448 |
| Inventory impairment | 26 625 (2 300) |
24 185 (3 321) |
| 24 325 | 20 864 |
Movements in inventory impairment are analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Balance at 1 January | 3 321 | 2 017 |
| Change in consolidation universe | 42 | - |
| Impairment | 294 | 2 868 |
| Impairment reversal | (98) | (1 023) |
| Discontinued operations | (1 259) | - |
| Write-offs | - | (541) |
| 2 300 | 3 321 |
This heading is analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Trade receivables | 102 954 | 117 359 |
| Impairment of trade receivables | (2 300) | (3 291) |
| 100 654 | 114 068 | |
| Prepayments to suppliers | 2 773 | 1 940 |
| Employees | 345 | 264 |
| Taxes | 1 004 | 936 |
| Subsidies from European Social Fund | 100 | 102 |
| Related parties debtors | 517 | 517 |
| Financial investments disposals | 263 | 22 |
| Other | 1 783 | 2 306 |
| 6 785 | 6 087 | |
| 107 439 | 120 155 |
The heading 'Taxes' refers essentially to the Value Added Tax (V.A.T.) receivable.
The fair value of trade receivables balance approximates it's carrying amount.
With reference to the consolidated Cash Flow Statement, the detail and description of Cash and bank overdrafts is analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| - Cash | 7 | 5 |
| - Short term bank deposits | 32 683 | 38 330 |
| Cash and cash equivalents | 32 690 | 38 335 |
| - 'Overdrafts' | (5 427) | (7 057) |
| 27 263 | 31 278 |
The fair value of Cash and cash equivalents balance approximates it's carrying amount.
There is a bank deposit of EUR 1 500 thousand given as collateral related to a EUR 10 000 thousand factoring line from Coface to Techno Trend AG.
The Share Capital, fully subscribed and paid of EUR 15 700 697 is represented by 31 401 394 shares with a nominal value of EUR 0.5 each.
| Number of shares (thousands) |
Ordinary shares |
Share premium |
Treasury shares |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2007 | 31 401 | 15 701 | 49 213 | (260) | 64 654 |
| Treasury shares disposed | - | - | - | 11 | 11 |
| Balance at 31 December 2007 | 31 401 | 15 701 | 49 213 | (249) | 64 665 |
| Treasury shares purchased | - | - | - | (183) | (183) |
| Treasury shares transferred | - | - | - | 241 | 241 |
| Treasury shares disposed | - | - | - | 5 | 5 |
| Balance at 30 June 2008 | 31 401 | 15 701 | 49 213 | (186) | 64 728 |
The number of treasury shares held by Novabase S.G.P.S. on 30.06.08 is under the limits established by its statutory rules (10% of share capital) and in accordance with the Portuguese commercial law.
At 31 December 2007 Novabase S.G.P.S. held 497 408 treasury shares, representing 1.58% of it's share capital.
During the 1st Half of 2008, the company purchased on the stock market 365 229 shares at the average price of EUR 2.64, transferred 480 355 shares at the average price of EUR 3.7, and 10 974 shares were disposed by the exercise of stock options, at the average price of EUR 4.09.
At 30 June 2008, Novabase S.G.P.S. held 371 308 treasury shares, representing 1.18% of total share capital.
There are several Stock Options Plans in force approved in distinct Shareholders General Meetings.
The Stock Options attributed will automatically expire, whenever the employee is no longer working in any of the Group companies, or ceases functions as Administrator.
All active plans as at 30 June 2008 will be settled with shares of the company.
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
| 30.06.08 | 31.12.07 | ||||
|---|---|---|---|---|---|
| Average exercise price in EUR per share |
Average exercise price in EUR per share |
Options (thousands) |
|||
| Balance at 1 January | 2 442 | 4 725 | |||
| Granted | 4.09 | 33 | - | - | |
| Exercised | 4.09 | (11) | 4.91 | (23) | |
| Lapsed | 6.03 | (854) | 5.74 | (2 260) | |
| Balance at the end of the period | 1 610 | 2 442 |
Share options outstanding (in thousands) at the end of the period have the following expiry date and exercise prices:
| Exercise | Shares (thousands) | ||
|---|---|---|---|
| Expiry date | price | 30.06.08 | 31.12.07 |
| 2008 | 6.03 | - | 854 |
| 2009 | 6.39 | 1 588 | 1 588 |
| 2010 | 4.09 | 22 | - |
| 1 610 | 2 442 |
In the income statement, under 'Employee benefit expense' heading, is booked a cost of EUR 79 thousand (2007: EUR 77 thousand), and in the 'Discontinued operations' heading is included a cost of EUR 5 thousand (2007: EUR 7 thousand).
This heading is analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Balance at 1 January | 13 641 | 11 211 |
| Acquisitions of minority by the group | (4 241) | (1 082) |
| Costs of issuance of ordinary shares of a subsidiary | - | (469) |
| Change in consolidation universe (*) | 255 | 687 |
| Minority interest in profit for the period | 783 | 3 294 |
| 10 438 | 13 641 |
(*) 2007: Collab share capital issue (EUR 877 thousand), NB Int. Sol. (EUR 13 thousand), SAPi2 (EUR -203 thousand); 2008: Contactless (EUR 255 thousand).
As referred in note 5, in the 1st Half of 2008, the Group made three operations of acquisitions to minorities, as detailed below:
| Acquisition % share of the | Acquisition | |||
|---|---|---|---|---|
| Company | % | Cost | Equity value | Difference |
| NB Consulting SGPS, S.A. | 3.69% | 2 721 | 1 700 | 1 021 |
| NBIIS SGPS, S.A. (*) | 12.73% | 1 186 | 2 036 | (849) |
| Octal TV, S.A. | 20.00% | 2 871 | 505 | 2 366 |
| Total | 6 778 | 4 241 | 2 538 |
(*) The acquisition cost has been estimated as the total amount to pay related to the acquisition of this financial holding depends on the achievement of future goals by the subsidiary.
Part of the acquisitions to minorities of Novabase Consulting SGPS and Novabase IIS SGPS were paid in cash, and part with the transfer of treasury shares of Novabase SGPS. The treasury shares transferred were valued at its tradable price in stock Exchange in the day the acquisition occurred.
In the operations described above, as the financial holdings were acquired to minorities in which the group already had control, Economic Entity Model Method was applied, and the difference between the acquisition cost and the net assets value of the subsidiaries acquired has been booked in Equity, in the total amount of EUR 2 538 thousand.
These operations had an impact in minority interest, which decreased EUR 4 241 thousand.
This heading is analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Non current | ||
| Bank borrowings | 2 844 | 4 325 |
| Finance lease liabilities | 991 | 1 437 |
| 3 835 | 5 762 | |
| Current | ||
| Bank borrowings | 8 516 | 11 584 |
| Finance lease liabilities | 966 | 1 108 |
| 9 482 | 12 692 | |
| Total borrowings | 13 317 | 18 454 |
The fair value of Non current liabilities balance approximates it's carrying amount.
The exposure of the Group's current borrowings to the contractual repricing dates are as follows:
| 6 months or less |
6-12 months | Total | |
|---|---|---|---|
| At 31 December 2007 | 10 120 | 1 464 | 11 584 |
| At 30 June 2008 | 7 035 | 1 481 | 8 516 |
| The maturity of non current borrowings is as follows: |
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Between 1 and 2 years | 2 162 | 2 979 |
| Between 2 and 5 years | 682 | 1 346 |
| 2 844 | 4 325 | |
| The effective interest rates at the balance sheet date were as follows: | ||
| 30.06.08 | 31.12.07 | |
| Bank borrowings | 6.186% | 5.622% |
Bank overdrafts 5.467% 4.921%
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Finance lease liabilities – minimum lease payments: | ||
| Not later than 1 year | 966 | 1 108 |
| Between 1 and 5 years | 991 | 1 437 |
| 1 957 | 2 545 | |
| Future finance charges of finance leases | 653 | 852 |
| Present value of finance lease liabilities | 2 610 | 3 397 |
| The present value of finance lease liabilities can be analyzed as follows: | ||
| 30.06.08 | 31.12.07 |
| Not later than 1 year | 1 264 | 1 474 |
|---|---|---|
| Between 1 and 5 years | 1 346 | 1 923 |
| Present value of finance lease liabilities | 2 610 | 3 397 |
This heading is analyzed as follows:
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Trade payables | 67 164 | 59 081 |
| Marketing | 9 | 54 |
| Personnel - remuneration, vacation and vacation subsidies | 9 542 | 6 866 |
| Bonus | 3 533 | 6 184 |
| Projects in progress | 5 256 | 8 906 |
| VAT | 7 523 | 8 461 |
| Social security contributions | 868 | 1 528 |
| Income tax withholding | 742 | 1 053 |
| Employees | 983 | 432 |
| Subscribers of share capital in subsidiaries | 537 | 537 |
| Retirement benefit obligations | 357 | 357 |
| Prepayments from clients | 188 | 269 |
| Other accruals | 3 455 | 5 398 |
| Other payables | 5 019 | 6 283 |
| 105 176 | 105 409 |
The fair value of Trade and other payables balance approximates it's carrying amount.
This heading is analyzed as follows:
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Board members remuneration | 3 447 | 3 322 |
| Salaries and wages | 25 351 | 22 356 |
| Social security charges | 4 259 | 3 694 |
| Stock options attributed | 79 | 77 |
| Other personnel expenses | 583 | 564 |
| 33 719 | 30 013 |
| 30.06.08 | 30.06.07 | |
|---|---|---|
| 'Consulting' | 949 | 859 |
| 'IMS' | 353 | 290 |
| 'Digital TV' | 319 | 292 |
| 'Capital' : | 2 | 1 |
| 'Shared services' | 101 | 82 |
| 1 724 | 1 524 |
This heading is analysed as follows:
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Gain on financial participation disposals | 19 | - |
| Client impairment and reversal of client impairment | (319) | (52) |
| Inventories impairment and reversal of inventories impairment | (196) | (1 422) |
| Warranties provisions | 26 | (391) |
| Other Provisions | (23) | 33 |
| Subsidies | 315 | 200 |
| Other | 166 | (64) |
| (12) | (1 696) |
This heading is analyzed as follows:
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Current tax | 1 538 | 1 633 |
| Deferred tax due to timing differences | 236 | (229) |
| 1 774 | 1 404 |
Group income tax for the year differs from that obtained when using the holding company's country average tax rate as a result of:
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Profit before tax | 9 251 | 7 664 |
| Income tax at nominal rate | 2 313 | 1 916 |
| Fiscal benefits from work creation | (142) | (98) |
| Provisions and amortisations not considered for fiscal purposes | 156 | 93 |
| Autonomous taxation | 152 | 171 |
| Losses in companies where no deferred tax is recognized | 146 | 18 |
| Expenses not deductible for tax purposes | 256 | 60 |
| R&D fiscal benefits | (1 145) | (903) |
| Income tax adjustment | 169 | 177 |
| Other | (131) | (30) |
| Income tax | 1 774 | 1 404 |
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company (Note 13).
Each share diluted result is calculated by adjusting the average weighted number of ordinary shares, in order to consider the conversion of all the potentials dilutive ordinary shares. Novabase has just one type of potential ordinary dilutive shares: stock options. It was decided that the number of shares to be acquired at its fair value by the weighted average of the Novabase shares market price. This number of shares was compared with the number of shares that would be issued if all the options were exercised.
This item is analyzed as follows:
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 29 931 362 | 31 189 522 |
| Stock options adjustment | - | - |
| Adjusted weighted average number of ordinary shares in issue | 29 931 362 | 31 189 522 |
| (Loss)/Profit attributable to equity holders of the Company | (2 112) | 3 893 |
| Basic earnings per share (euro per share) | (0.07) euros | 0.12 euros |
| Diluted earnings per share (euro per share) | (0.07) euros | 0.12 euros |
| Loss from continuing operations attributable to equity holders of the Company | 6 694 | 4 510 |
| Basic earnings per share (euro per share) | 0.22 euros | 0.14 euros |
| Diluted earnings per share (euro per share) | 0.22 euros | 0.14 euros |
| Profit from discontinued operations attributable to equity holders of the Company | (8 806) | (617) |
| Basic earnings per share (euro per share) | (0.29) euros | (0.02) euros |
| Diluted earnings per share (euro per share) | (0.29) euros | (0.02) euros |
The financial commitments not included in the balance sheet are bank guarantees provided to third parties for ongoing projects, and are detailed as follows:
| Bank | 30.06.08 | 31.12.07 | |
|---|---|---|---|
| Novabase S.G.P.S. | BPI | 170 | 101 |
| Novabase S.G.P.S. | BES | 3 000 | 5 500 |
| Novabase S.G.P.S. | SANTANDER | 1 000 | - |
| Novabase Consulting, S.A. | BPI | 2 071 | 1 734 |
| Novabase Consulting, S.A. | BES | 5 333 | 5 004 |
| Novabase B. I., S.A. | BPI | 3 | 5 |
| NBO Recursos em TI | BPI | 523 | 523 |
| Novabase A. C. D., S.A. | BES | 976 | - |
| Novabase Serviços, S.A. | BPI | 405 | 405 |
| Novabase Serviços, S.A. | BES | 371 | 371 |
| SAF, S.A. | BPI | 8 | 10 |
| Novabase Core Fin. Software Sol., S.A. | BPI | 2 | 2 |
| COLLAB – Sol. I. Com. e Colab., S.A. | BPI | 152 | 152 |
| Octal - Engenharia de Sistemas, S.A. | BCP | 1 159 | 1 159 |
| Octal - Engenharia de Sistemas, S.A. | BES | 21 | 21 |
| Novabase IIS, S.A. | BES | 1 090 | 1 205 |
| Novabase IIS, S.A. | BCP | 18 | 13 |
| Novabase Infr. Integracion S. Inf., S. A. | BESSA | 280 | 224 |
| Gedotecome, Lda. | BCP | 18 | 19 |
| Octal TV , S.A. | BCP | 8 | 26 |
| Octal TV , S.A. | BBVA | 237 | 237 |
| Novabase Consulting Espanha, S.A. | BESSA | 10 | 11 |
| Octal 2 Mobile | BBVA | 4 500 | 4 500 |
| 21 355 | 21 222 |
The commitments detailed above includes bank guarantees in the amount of EUR 3 000 thousand issued from Novabase S.G.P.S. to the associated TT AG, in order to guarantee the loans made by this company.
In the 1st Half of 2008, the Group had the following grouped credit lines contracted:
| Credit line | |
|---|---|
| Group of companies | (Millions €) |
| NB SGPS; NB Serviços; NB IIS; Octal 2 Mobile; NB IDTV; Octal; NB Consulting | 10.0 |
| NB SGPS; NB Consulting; NB EA; Octal; NB Serviços; NB BI; NB ACD; NBO NB Capital | 7.0 |
| NB IIS; Octal 2 Mobile; Octal; TV Lab | 4.5 |
| NB SGPS; Octal; NB IIS; Octal2Mobile | 5.0 |
With the intention to stabilize its cash flows, the group uses full factoring transactions. As at 30.06.08, the amount transferred to factoring companies was EUR 14 104 thousand.
For reporting purposes, related party consider subsidiaries, associated companies, shareholders with management influence and key elements in the Group management.
i) Sales of goods and services
| 30.06.08 | 30.06.07 | |
|---|---|---|
| BES group | 6 075 | 6 616 |
| 6 075 | 6 616 | |
| The above identified transactions were performed at arms length. ii) Purchases of goods and services |
||
| 30.06.08 | 30.06.07 | |
| 30.06.08 | 30.06.07 |
|---|---|
| 96 | 72 |
| 96 | 72 |
| 30.06.08 | 30.06.07 |
| 3 447 | 3 311 11 |
| 3 447 | 3 322 |
| - |
iv) Balances arising from sales/purchases of goods/services
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Receivables from related parties: | ||
| BES group | 5 823 | 7 796 |
| 5 823 | 7 796 | |
| Payables from related parties: | ||
| BES group | - | 19 |
| - | 19 |
At 30 June 2008 and 31 December 2007, no provisions for loans provided to associates were considered necessary.
v) Acquisitions of financial holdings to related parties
| 30.06.08 | 31.12.07 | |
|---|---|---|
| Minority interest NB Consulting SGPS, S.A. | 2 701 | - |
| Minority interest Novabase Infraestruturas SGPS, S.A. | 1 186 | - |
| Minority interest Octal TV, S.A. | 2 871 | - |
| 6 758 | - | |
| vi) Loans from related parties | ||
| 30.06.08 | 31.12.07 | |
| BES group | 2 550 | 3 400 |
| vii) Bank deposits and finance investments (including 'overdrafts') | ||
| 30.06.08 | 31.12.07 | |
| BES group | 141 | 1 084 |
| viii) Interests paid on loans to related parties | ||
| 30.06.08 | 30.06.07 | |
| BES group | 110 | 144 |
In March 14, 2008, by decision of the Board of Directors, the group has decided to initiate the legal procedures to the cessation of activity in 'Mobility Solutions' business, which activity is the supply of systems and solutions in the mobile communications area. This was considered an inevitable decision in the present strategic and financial conditions of the business. A provision of EUR 8.8 Millions was booked for the closure of the Mobility Solutions area, which already includes all risks and costs involved in the closure of the activity. The implementation of the closure plan has been carried out as forecasted.
The balance sheet for discontinued operations is detailed as follows
| 30.06.08 | |
|---|---|
| Total Non Current Assets | 290 |
| Total Current Assets | 6 239 |
| Assets for discontinued operations | 6 529 |
| Total Non Current Liabilities | 249 |
| Total Current Liabilities | 9 424 |
| Liabilities for discontinued operations | 9 673 |
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Sales | 10 845 | 21 380 |
| Services rendered | 230 | 141 |
| Cost of goods sold | (10 726) | (19 204) |
| External supplies and services | (1 937) | (2 120) |
| Employee benefit expense | (549) | (855) |
| Provisions | (4 862) | 273 |
| Other operating expenses | (14) | (53) |
| Depreciation and amortisation | (35) | (32) |
| Other operating income | 26 | 124 |
| Operating Loss | (7 022) | (346) |
| Financial Losses | (335) | (373) |
| Income tax expense | (1 449) | 102 |
| Loss from discontinued operations | (8 806) | (617) |
In the heading 'Provisions' is booked an amount of approximately EUR 5 Million which include the costs not yet incurred with impairment of some trade receivables, impairment of other assets (inventories and/or fixed assets) and other costs directly related to the closure of the activity.
The cash flows for discontinued operations is detailed as follows:
| 30.06.08 | 30.06.07 | |
|---|---|---|
| Cash flows from operating activities | (1 504) | (5 328) |
| Cash flows from investing activities | (3) | (144) |
| Cash flows from financing activities | 402 | 6 037 |
| Cash and bank overdrafts from discontinued operations - net | (1 105) | 565 |
On 30 June 2008 the Group was part intervenient in the following processes:
(v) Court procedure brought by the company Altitude Software, S.A., against a subsidiary of Novabase (Collab – Soluções Informáticas de Comunicações e Colaboração, S. A.), under which the plaintiff claims (i) the seizure of the software, respective documentation and source-code, (ii) that the defendant be restricted from reproducing and commercializing the same software; as well as claims (iii) the payment of moral damages in the amount of EUR 500 thousand, (iv) the payment of pecuniary damages to be determined at the time of enforcement of the action; and (v) the application of a compulsory penalty, in the amount of EUR 1 thousand per day, for non-compliance of the defendant with a possible court decision in its favour. Novabase's subsidiary has presented a Reply to this action and under the same proceedings has requested that a fine be imposed to the plaintiff on account of litigation on bad faith. The preliminary hearing was postponed sine die due to the judge's illness.
(vi) Court procedure brought by the company CES - Comércio de Equipamentos de Escritório, S.A. under which a Subsidiary of Novabase (Novabase IIS – Infraestrutura e Integração de Sistemas Informáticos, S. A.) is a co-defendant and whereby the plaintiff claims (i) the restitution of equipment and furniture that was installed in the premises of the co-defendant of the Subsidiary of Novabase and that belongs to it and (ii) the payment of an indemnity for de damages it suffered to be determined at the time of enforcement of the decision. Under the same proceedings, Novabase's subsidiary in question filled a reply and a counterclaim in the amount of approximately EUR 176 thousand regarding amounts unlawfully paid to the Plaintiff. The preliminary hearing has already taken place. The procedure awaits scheduling of the final hearing.
It was celebrated a sale and purchase agreement of 50% of the financial holding in Sapi 2 ci, Consultadoria Informática, S.A., by the amount of EUR 390 thousand. In the second half of 2008, this sale agreement will became effective and the Group will no longer have any financial holding in the referred company.
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II. SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
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Dear Shareholders,
Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code, we now present a brief summary of our supervisory activities, together with our opinion on the Half Year Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the period of 6 month ended 30 June 2008.
Over the course of the six month period ended June 30 2008, the Audit Committee held various formal meetings, informal ad-hoc meetings and meetings with Novabase management to supervise the following:
The Consolidated Report accurately, clearly and fully reflects the most significant aspects of the Company's business and financial situation; similarly, all existing risks of both an operational and financial nature have been duly identified; and
The Consolidated Financial Statements and corresponding Annex truly and fairly reflect the Company's financial situation.
Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Limited Review Report on the Consolidated half year Financial Information, it is our opinion that:
Lisbon, 28 August 2008
Luis Mira Amaral (Chairman)
João Quadros Saldanha (Member)
Manuel Alves Monteiro (Member)
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Palácio Sottomayor Rua Sousa Martins, 1 - 3º 1069-316 Lisboa Portugal Tel +351 213 599 000 Fax +351 213 599 999
(Free Translation from the original in Portuguese)
1 As required by the Portuguese Securities Market Code ("Código dos Valores Mobiliários") we hereby present our Limited Review Report on the consolidated condensed information for the period of six months ended 30 June 2008, of Novabase SGPS, S.A., included in: the interim Directors' Report, consolidated balance sheet (which shows a total of euros 250.893 thousand, a total shareholders' equity of euros 107.587 thousand including minority interests of euros 10.438 thousand, including a loss for the period of euros 2.111 thousand), consolidated statement of income, consolidated statement of changes in equity and consolidated cash flow statements for the period then ended and the respective condensed notes.
2 The amounts in the consolidated financial statements, as well as the financial information, were obtained from the accounting records.
3 The Company's board of Directors is responsible for: (a) the preparation of consolidated financial information that present a true and fair view of the financial position of the companies included in the consolidation and the consolidated results of their operations; (b) the preparation of historical financial information in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU that is complete, true, timely, clear, objective and licit, as required by the Securities Market Code ("Código dos Valores Mobiliários"); (c) to adopt adequate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any relevant matters which have influenced their activity, financial position or results.
4 Our responsibility is to verify the financial information included in the above mentioned documents, namely if, it is complete, true, timely, clear, objective and licit, as required by the Securities Market Code ("Código dos Valores Mobiliários"), and to issue a professional and independent report based on our work.
Novabase SGPS, SA
5 Our work was performed, with the objective of obtaining moderate assurance about whether the financial information referred to above is free of material misstatement. Our work, which was performed in accordance with the Standard and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted: (a) mainly of enquiries and analytical procedures to review: (i) the reliability of the assertions included in the financial information; (ii) the adequacy of the accounting policies adopted considering the circumstances and their consistent application; (iii) the applicability, or otherwise, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) if, the consolidated financial information is complete, true, timely, clear, objective and licit; and (b) in substantive tests to the unusual significant transactions.
6 Our work also covered verification of the consistency of the consolidated condensed financial information included in the Directors' Report with the remaining documents referred to above.
7 We believe that our work provides a reasonable basis for issuing this report on the half yearly consolidated financial information.
8 Based on our work, which was performed with the objective of obtaining moderate assurance, nothing came to our attention that leads us to believe that the consolidated condensed financial information for the period of six months ended 30 June 2008 is not free of material misstatements that affects its conformity with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU and that it is not complete, true, timely, clear, objective and licit.
Lisbon, 28 August 2008
PricewaterhouseCoopers & Associados, SROC, Lda. represented by:
[This is a translation not to be signed]
Abdul Nasser Abdul Sattar, R.O.C.
III. SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY THE BOARD MEMBERS
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| Share Capital |
Total nº of shares |
Shares held by board members at 31.12.07 |
Transactions | Shares held by board members at 30.06.08 |
% of shares held by board members 30.06.08 |
|
|---|---|---|---|---|---|---|
| Novabase SGPS, S.A. | 15 700 697 | 31 401 394 | 11 337 395 | 68 931 | 11 406 326 | 36.3% |
| José Afonso Oom Ferreira de Sousa | 2 498 746 | 16 201 | 2 514 947 | 8.0% | ||
| Pedro Miguel Quinteiro M. de Carvalho | 2 498 697 | 0 | 2 498 697 | 8.0% | ||
| Rogério dos Santos Carapuça | 1 884 787 | 0 | 1 884 787 | 6.0% | ||
| Luís Paulo Cardoso Salvado | 1 786 790 | 16 250 | 1 803 040 | 5.7% | ||
| João Nuno da Silva Bento | 1 783 563 | 16 230 | 1 799 793 | 5.7% | ||
| Álvaro José da Silva Ferreira | 804 866 | 16 250 | 821 116 | 2.6% | ||
| Manuel Saldanha Tavares Festas | 74 946 | 0 | 74 946 | 0.2% | ||
| Manuel Alves Monteiro | 5 000 | 4 000 | 9 000 | 0.0% | ||
| CelFocus | 100 000 | 100 000 | 3 | 0 | 3 | 0.0% |
| Paulo Jorge Barros Pires Trigo | 1 | 0 | 1 | 0.0% | ||
| Francisco Manuel Martins Pereira do Valle | 1 | 0 | 1 | 0.0% | ||
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| COLLAB – Sol. I. Com. e Colab., S.A. | 61 333 | 61 333 | 18 750 | 0 | 18 750 | 30.6% |
| Pedro Cabrita Quintas | 3 750 | 0 | 3 750 | 6.1% | ||
| Manuel Amaral Beja | 15 000 | 0 | 15 000 | 24.5% | ||
| NB Advanced Custom Development, S.A. | 750 000 | 750 000 | 8 753 | 0 | 8 753 | 1.2% |
| João Pedro Silva | 8 753 | 0 | 8 753 | 1.2% | ||
| Novabase Consulting SGPS, S.A. | 10 675 498 | 10 675 498 | 394 117 | (394 117) | 0 | 0.0% |
| João Rafael Leitão Ivo da Silva | 105 687 | (105 687) | 0 | 0.0% | ||
| Luís Miguel Mota da Cunha Lobo | 107 299 | (107 299) | 0 | 0.0% | ||
| Nuno Carlos Dias Santos Fórneas | 67 362 | (67 362) | 0 | 0.0% | ||
| Pedro Miguel Correia Vala Chagas | 113 769 | (113 769) | 0 | 0.0% | ||
| Novabase Infraestruturas, SGPS, S.A. | 50 000 | 5 000 000 | 419 993 | (419 993) | 0 | 0.0% |
| Miguel Vicente | 381 812 | (381 812) | 0 | 0.0% | ||
| Luís Dias | 38 181 | (38 181) | 0 | 0.0% | ||
| Novabase International Solutions, B.V. | 18 000 | 18 000 | 1 080 | 0 | 1 080 | 6.0% |
| Paulo Jorge Barros Pires Trigo | 720 | 0 | 720 | 4.0% | ||
| Jamie Bridel | 360 | 0 | 360 | 2.0% | ||
| SAF | 325 000 | 325 000 | 24 375 | 0 | 24 375 | 7.5% |
| Mário Jacinto S. Oliveira L. Figueira | 24 375 | 0 | 24 375 | 7.5% | ||
| Tecnhotrend Holding, B.V. | 97 295 | 9 729 470 | 4 247 391 | 0 | 4 247 391 | 43.7% |
| Heiko Kieser | 3 689 684 | 0 | 3 689 684 | 37.9% | ||
| Michael Pauli | 407 707 | 0 | 407 707 | 4.2% | ||
| Miguel Rolo | 150 000 | 0 | 150 000 | 1.5% |
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