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Novabase SGPS

Interim / Quarterly Report Aug 26, 2014

1943_ir_2014-08-26_f1b271eb-0939-4a49-9da1-2d7343754762.pdf

Interim / Quarterly Report

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REPORT AND ACCOUNTS - 1ST HALF 2014

I - Management Report

  • 1. Key Indicators Evolution
  • 2. Short Summary of the Activity
  • 3. Stock Performance
  • 4. Outlook 2014

II - Consolidated Financial Statements

III - Annexes to the Management Report

  • I Shareholding Structure and Qualified Holdings
  • II Management Transactions
  • III Own Shares Transactions

IV - Condensed Consolidated Accounts

V - Statement of Compliance

(Page left intentionally blank)

Consolidated Results 6M14

Privileged Information July 30, 2014

Highlights:

Turnover: 105.9 M€ (113.7 M€ in 6M13)

EBITDA: 6.4 M€ (8.1 M€ in 6M13)

Net Profit: 1.9 M€ (3.6 M€ in 6M13)

Net Cash: 4.9 M€ (20.3 M€ in 12M13)

Message from the CEO - Luís Paulo Salvado

"The results of the first half reflect the very challenging conditions in the domestic market and are aligned with our strategic priorities. Services represent over 2/3 of the total business and the international business accounts for 36%. Excluding the Digital TV/SIP business, sold in 2013, international growth exceeded 38%, which we classify as highly positive.

However, the domestic business experienced a contraction of 12% and has maintained a high pressure on the margins with significant impact on EBITDA and Net Profit, -21% and -45%, respectively. The cash position declined by 15 M€, mainly due to investment in working capital and shareholder remuneration.

Novabase's share price has appreciated 37% in the first half, clearly above the indexes we follow as a reference, PSI 20 and Eurostoxx Technology.

For the second half we do not anticipate significant changes in the market. We foresee that the current domestic context will remain adverse - which is proving tougher than we had anticipated earlier in the year. In the international business, we are confident in achieving our commercial pipeline, reaffirming that this is our first priority. The annual guidance appears now more challenging, although at this time there is no significant elements to revise it."

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

EBITDA below the range of the annual Guidance linearized of 14-17 M€ and 6.4%-7.7% of margin: -17.3% below the middle of the range (-0.9 points %).

Earnings per share (EPS) in 6M14 reached 0.06 euros per share, registering a decrease of 45.9% towards the EPS from the previous year of 0.12 euros per share.

Evolution of profitability penalized by the degradation of margins in the domestic market and by the reinforcement of the international expansion strategy.

From EBITDA to Net Profit 6M14 Vs 6M13 (M€) 8.1 -2.7 5.4 -0.1 5.3 -1.2 4.0 0.0 -0.4 3.6 6.4 -2.9 3.5 -0.5 3.0 -0.7 2.3 0.2 -0.6 1.9 EBITDA Deprec. and amort. EBIT Financial results EBT Income tax Net Profit cont. oper. Res. discont. oper. Non-controlling interests Net Profit 6M13 6M14

The Financial Results reached a net negative value of 0.5 M€, a decrease of 0.4 M€, fundamentally based on the decline in the short term bank deposits gains compared to the same period of last year.

Results from discontinued operations in 6M14 reached a 0.2 M€ profit. This figure reflects the completion of the closure process of the 'Mobility Solutions' area, discontinued during 2008, with a value lower than the one provisioned.

Non-controlling interests in 6M14 amounted to -0.6 M€, which compares to -0.4 M€ in 6M13. This variation is mainly due to the positive evolution of the results of subsidiaries focused on international expansion.

investment in working capital.

Cash use of 15.4 M€ in the first half of 2014, includes the payment of

In the 6M14, Novabase shows a negative evolution in cash generation. Novabase ended the 6M14 with 4.9 M€ in net cash, which compares to 20.3 M€ in the 12M13.

On June 5, 2014, Novabase paid its shareholders a total amount of 6.3 M€ (0.20€/share).

2. Short Summary of the Activity

The first half of 2014 was marked by a signifivant increase of the international business considering the same perimeter, however, we also observed a relevant contraction of business in Portugal.

Overall, compared to the same period of last year, the Turnover decreased by 6.9%, due to the sale of the Digital TV/SIP area. Removing this effect, the international business grew 38.3%, and now accounts for 36.3% of the total business, in line with the annual goal of 35%. In the six months of 2014, the weight of services increased to 67.3%. EBITDA registered a decrease of 20.6%, due to the strong pressure on prices in the domestic market and the costs associated to the reinforcement of the international expansion strategy.

The results of the six months of 2014, are below the Turnover Guidance (-3.7%), and below the range of the EBITDA Guidance (-17.3% in value and -0.9 percentage points, comparing to the middle of the range).

Following the transaction of sale of non-strategic assets of Digital TV/SIP, in the end of 2013, the table below shows the Turnover and EBITDA generated by this business in 6M12 and 6M13 , which are included in the Venture Capital area:

Digital TV/SIP business 6M12 6M13
Turnover (M€) 7.028 8.999
EBITDA (M€) -0.962 -0.523

Highlights include the opening of the new logistics centre of Novabase Angola, in Talatona, in the first quarter of 2014, to support local operations more efficiently and on a larger scale.

In the second quarter of 2014, the subsidiary of Novabase, Celfocus, opened a new Delivery and R&D (research and development) centre in the UPTEC science and technology park's at Oporto University. This unit reflects the continued strategic investment of Novabase in R&D for the specialization of its offerings.

In the Venture Capital area, the Venture Capital Fund Novabase Capital Inovação e Internacionalização invested in the companies Wizdee, a company specializing in the development of Business Intelligence self-service solutions through natural language, and City Pulse, a company with differentiated expertise in the areas of mobility and smart-cities.

PME INVESTIMENTOS Finove prime Por
FUNDO DE APOIO AO FINANCIAMENTO
A PAYANCAO
Programa de Incentivos à
Modemização da Economia
$-1$ SBOA COMPETE -0
HARLO EUROPEIA
-------------------------- --------------------------------------------------------------------------------- ----------------------------------------------------- ----------- ---------------- -- -----------------------------

This new infrastructure will keep pace with Novabase Angola's recent growth, and is in line with the company's international expansion strategy.

These investments reflect the strengthening of Novabase's strategic commitment to innovative technology-based SMEs, with complementary offerings.

Results 6M14 Page 4 of 9 .

Also worthy of note, is the distinction of Novabase IMS which was given the "Growth" award in the Enterprise Group category, during the annual gala HP Partners Awards 2014. This award highlights Novabase IMS for being the partner who grew the most in the business areas of Systems, Storage, Networking and Services. Additionally, is the distinction of Collab by the Portuguese Association of Contact Centers (APCC), in the Gold category, for four out of five awards: ACD Technologies, Call Recorder Technologies, CTI + IVR + Dialler Technologies and the Global Customer Satisfaction Technologies Award.

The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M14, is as follows:

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

Of the overall Turnover generated in 6M14, the services rendered represent 67.3%, which compares to 60.2% in 6M13.

Of the 105.9 M€ Turnover, 36.3% is generated outside Portugal, that is 38.4 M€, which compares to the 36.7 M€ registered in 6M13.

However, it is to be noted that in 6M13 the Digital TV/SIP business was still being consolidated, which contributed with 9.1 M€, that is 24.7% of total Turnover generated outside of Portugal.

Business outside Portugal generated in the Business Solutions area increased to 38.1% of the respective invoicing (32.3% in 6M13). In the IMS business area, the international business in 6M14 increased to 33.8% (19.0% in 6M13) and in the Venture Capital area decreased to 55.4% (96.4% in 6M13 but 74.7% in 6M13 without Digital TV/SIP business).

International Turnover increased by 38.3%, removing the effect of the sale of the Digital TV/SIP business.

Novabase had on average, in the 6M14, 2293 employees, which represents an increase of 6.1% compared to the 6M13 (2161).

Employee breakdown by business area, in 6M14, is as follows:

Average Number of Employees

EBITDA Business Solutions (M€)

2.2. Infrastructures & Managed Services

IMS evolution is due to the significant international growth (+80.9%), which partially offset the difficulties experienced in the domestic market. However, this area should be analysed for longer time periods.

EBITDA IMS (M€)

Results 6M14 Page 7 of 9 .

2.3. Venture Capital

Turnover Venture Capital (M€)

VC performance typical of the development stage of the investments of the Funds. The YoY evolution primarily reflects the exit of the Digital TV/SIP business.

EBITDA Venture Capital (M€)

3. Stock Performance

Novabase share price in 6M14 gained 37.2%, comparing to a 3.7% gain in the PSI20 Index and a 3.2% loss in the EuroStoxx Technology Index.

In this period, a dividend of 0.20€/share was distributed.

Excluding the shareholder remuneration, the appreciation of Novabase share price would have been 44.8%.

The evolution of Novabase share prices compared to other companies in the IT sector in Europe, in 6M14, was as follows:

Novabase and other TMT

-12%

0%

57%

In the end of the second quarter of 2014, Novabase presented a Price to Sales multiple of 0.53x and a Price to Earnings multiple of 16.23x, which represents a discount of 38% and 20%, respectively, compared to the average of other companies in the sector in Europe (source: Reuters, ttm values at 30/6).

Average upside of 18.2%, according to the analysts who cover Novabase.

The average price target disclosed by the analysts who cover Novabase is 4.23 euros.

Indra Cap Gemini Atos Origin Novabase Alten Tietoenator

02/06/14: ex-shareholder remuneration 0.20 €/share

J F M A M J

Rotation in 6M14 represented 10.1% of the capital and 3.2 million shares were traded, below the values in 6M13 (rotation of 13.0% of the capital and 4.1 million shares traded).

Summary 2Q14 1Q14 4Q13 3Q13 2Q13
Minimum price (€) 3.55 2.79 2.61 2.31 2.35
Maximum price (€) 4.10 3.94 3.11 3.08 2.90
Volume weighted average price (€) 3.89 3.45 2.87 2.74 2.67
Closing price at the end of the Quarter (€) 3.58 3.92 2.61 3.08 2.49
Nr. of shares traded 1,283,056 1,898,155 2,314,482 1,929,789 1,864,279
Market cap in the last day (M€) 112.4 123.1 82.0 96.7 78.2

4. Outlook 2014

The results of the first half of 2014 are in line with the management priorities set for the year. Thus, the international business accounts for 36.3% of the total business, and the weight of services grew to 67.3%. Turnover declined by 6.9%, affected by the exit of the Digital TV/SIP business. EBITDA decreased by 20.6%, year on year, primarily due to the strong pressure on prices in the domestic market and the costs associated to the reinforcement of the international expansion strategy.

For the second half we anticipate that the domestic context remains adverse, reaffirming as strategic focus the intensification of the international expansion. In light of the degradation of the business indicators, the annual guidance appears now more challenging, although at this time there is no significant elements to revise it.

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 June 2014 for the period of 6 months ended 30 June 2014

30.06.14 31.12.13 30.06.14 30.06.13 Var. %
(Thousands of Euros) (Thousands of Euros)
Assets CONTINUING OPERATIONS
Tangible assets 5,912 6,120
Intangible assets 30,795 32,095 Sale of goods 34,598 45,244
Financial investments 2,380 2,217 Cost of goods sold (30,568) (40,105)
Deferred income tax assets 15,242 14,901
Other non-current assets 6,278 4,868 Gross margin 4,030 5,139 -21.6 %
Total Non-Current Assets 60,607 60,201 Other income
Services rendered 71,311 68,505
Inventories 3,593 8,925 Supplementary income and subsidies 119 107
Trade debtors and accrued income 88,669 85,296 Other operating income 944 714
Other debtors and prepaid expenses 17,753 21,806
Derivative financial instruments 107 514 72,374 69,326
Financial assets held for trading - 5,015
Cash and cash equivalents 20,911 32,942 76,404 74,465
Total Current Assets 131,033 154,498 Other expenses
External supplies and services (26,976) (27,291)
Assets for continuing operations 191,640 214,699 Employee benefit expense (44,178) (40,079)
Provisions reversal 2,470 1,426
Assets for discontinued operations - - Other operating expenses (1
,307)
(444)
Total Assets 191,640 214,699 (69,991) (66,388)
Shareholders' Equity Gross Net Profit (EBITDA) 6,413 8,077 -20.6 %
Share capital 15,701 15,701 Depreciation and amortization (2,937) (2,701)
Treasury shares (29) (295)
Share premium 43,560 43,560 Operating Profit (EBIT) 3,476 5,376 -35.3 %
Reserves and retained earnings 24,627 23,756 Financial results (460) (126)
Net profit 1,949 7,510
Net Profit before taxes (EBT) 3,016 5,250 -42.6 %
Total Shareholders' Equity 85,808 90,232 Income tax expense (697) (1,232)
Net Profit from continuing operations 2,319 4,018 -42.3 %
Non-controlling interests 10,749 11,522
DISCONTINUED OPERATIONS
Total Equity 96,557 101,754 Net Profit from discont. operations 219 -
Liabilities Non-controlling interests (589) (447)
Bank borrowings 10,677 13,024
Finance lease liabilities 1,038 1,007 Attributable Net Profit 1,949 3,571 -45.4 %
Provisions 1,937 4,386
Deferred income tax liabilities - 100
Other non-current liabilities 70 70
Total Non-Current Liabilities 13,722 18,587
Bank borrowings 5,583 6,202
Trade payables 18,983 22,268
Other creditors and accruals 33,503 40,736
Derivative financial instruments 60 77
Deferred income 23,131 24,755 Other information:
Turnover
105,909 113,749 -6.9 %
Total Current Liabilities 81,260 94,038 Gross margin from sales % 11.6 % 11.4 %
EBITDA margin 6.1 % 7.1 %
Total Liabilities for cont. operations 94,982 112,625 EBT % on Turnover 2.8 % 4.6 %
Total Liabilities for discont. operations 101 320 Net profit % on Turnover 1.8 % 3.1 %
Total Liabilities 95,083 112,945
Total Equity and Liabilities 191,640 214,699
Net Cash 4,855 20,271
30.06.14 31.12.13 30.06.14 30.06.13 Var. %
(Thousands of Euros) (Thousands of Euros)
Assets CONTINUING OPERATIONS
Tangible assets 5,912 6,120
Intangible assets 30,795 32,095 Sale of goods 34,598 45,244
Financial investments 2,380 2,217 Cost of goods sold (30,568) (40,105)
Deferred income tax assets 15,242 14,901
Other non-current assets 6,278 4,868 Gross margin 4,030 5,139 -21.6 %
Total Non-Current Assets 60,607 60,201 Other income
Services rendered 71,311 68,505
Inventories 3,593 8,925 Supplementary income and subsidies 119 107
Trade debtors and accrued income 88,669 85,296 Other operating income 944 714
Other debtors and prepaid expenses 17,753 21,806
Derivative financial instruments 107 514 72,374 69,326
Financial assets held for trading - 5,015
Cash and cash equivalents 20,911 32,942 76,404 74,465
Total Current Assets 131,033 154,498 Other expenses
External supplies and services (26,976) (27,291)
Assets for continuing operations 191,640 214,699 Employee benefit expense (44,178) (40,079)
Provisions reversal 2,470 1,426
Assets for discontinued operations - - Other operating expenses (1
,307)
(444)
Total Assets 191,640 214,699 (69,991) (66,388)
Shareholders' Equity Gross Net Profit (EBITDA) 6,413 8,077 -20.6 %
Share capital 15,701 15,701 Depreciation and amortization (2,937) (2,701)
Treasury shares (29) (295)
Share premium 43,560 43,560 Operating Profit (EBIT) 3,476 5,376 -35.3 %
Reserves and retained earnings 24,627 23,756 Financial results (460) (126)
Net profit 1,949 7,510
Net Profit before taxes (EBT) 3,016 5,250 -42.6 %
Total Shareholders' Equity 85,808 90,232 Income tax expense (697) (1,232)
Net Profit from continuing operations 2,319 4,018 -42.3 %
Non-controlling interests 10,749 11,522
DISCONTINUED OPERATIONS
Total Equity 96,557 101,754 Net Profit from discont. operations 219 -
Liabilities Non-controlling interests (589) (447)
Bank borrowings 10,677 13,024
Turnover 105,909 113,749 -6.9 %
EBITDA margin 6.1 % 7.1 %
Net profit % on Turnover 1.8 % 3.1 %

Novabase S.G.P.S., S.A. Public Company - Stock Code BVL: NBA.IN Share Capital 15,700,697.00 Euros - Corporate Registration CRCL N.º 1495 Head-office Av. D. João II, Lote 1.03.2.3, Parque das Nações, 1998-031 Lisbon, PORTUGAL Corporate Tax Payer N.º 502 280 182

Consolidated Income Statement by SEGMENTS for the period of 6 months ended 30 June 2014

(Thousands of Euros)

Business Venture Discontin.
Solutions IMS Capital Operations NOVABASE
CONTINUING OPERATIONS
Sale of goods 178 34,101 319 - 34,598
Cost of goods sold (176) (30,136) (256) - (30,568)
Gross margin 2 3,965 63 - 4,030
Other income - - - - -
Services rendered 50,365 19,080 1,866 - 71,311
Supplementary income and subsidies 72 47 - - 119
Other operating income 617 21 306 - 944
51,054 19,148 2,172 - 72,374
-
51,056
-
23,113
-
2,235
-
-
-
76,404
Other expenses - - - - -
External supplies and services (14,183) (11,697) (1,096) - (26,976)
Employee benefit expense (32,733) (10,321) (1,124) - (44,178)
Provisions reversal 1,022 893 555 - 2,470
Other operating expenses (248) (240) (819) - (1,307)
-
(46,142)
-
(21,365)
-
(2,484)
-
-
-
(69,991)
Gross Net Profit (EBITDA) -
4,914
-
1,748
-
(249)
-
-
-
6,413
Depreciation and amortization -
(2,123)
-
(671)
-
(143)
-
-
-
(2,937)
Operating Profit (EBIT) 2,791 1,077 (392) - 3,476
Financial results -
(514)
-
34
-
20
-
-
-
(460)
Net Profit / (Loss) before Taxes (EBT) 2,277 1,111 (372) - 3,016
Income tax expense -
138
-
(944)
-
109
-
-
-
(697)
Net Profit / (Loss) from cont. operations 2,415 167 (263) - 2,319
DISCONTINUED OPERATIONS -
Net Profit from discontinued operations - - - 219 219
Non-controlling interests (332) (228) (29) - (589)
Attributable Net Profit / (Loss) 2,083
-
(61)
-
(292)
-
219
-
1,949
-
Other information :
Turnover 50,543 53,181 2,185 - 105,909
EBITDA 4,914 1,748 (249) - 6,413

EBITDA % on Turnover 9.7% 3.3% -11.4% 6.1% EBT % on Turnover 4.5% 2.1% -17.0% 2.8%

30 June 2014 Annex I - Management Report

Shareholding Structure and Qualified Holdings

Shareholdings of Members of the Corporate and Supervisory Boards (pursuant to Article 447/5 of the Company Code) 1

# %
Owner Capital and
voting
rights
Pedro Miguel Quinteiro Marques de Carvalho 2,279,012 7.26%
Rogério dos Santos Carapuça 2,087,849 6.65%
João Nuno da Silva Bento 2 699,799 2.23%
Álvaro José da Silva Ferreira 2 1 0.00%
Luís Paulo Cardoso Salvado 2 1 0.00%
José Afonso Oom Ferreira de Sousa 2 1 0.00%
Nuno Carlos Dias dos Santos Fórneas 205,718 0.66%
Paulo Jorge de Barros Pires Trigo 150,912 0.48%
Maria do Carmo do Brito Palma 26,235 0.08%
Manuel Alves Monteiro 9,000 0.03%
Luís Mira Amaral 6,305 0.02%
João Luís Correia Duque 500 0.00%
Total 5,465,333 17.40%

1 The shareholding of each of these corporate board members corresponds to the last position notified to the Company in reference to a date before 30 June 2014.

2 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are shareholders of HNB - SGPS, S.A., where they hold management positions. HNB - SGPS, S.A. holds 8,321,019 shares representing 26.50% of Novabase's share capital and respective voting rights.

Shareholdings and Qualified Holdings (pursuant to Article 448/4 of the Company Code and Article 16 of the Securities Code - 'CVM') 1

# # %
Shareholder Partial Shares Shares Capital and
voting
rights
HNB - SGPS, SA 8,321,019 26.50%
Pedro Miguel Quinteiro Marques de Carvalho 2,279,012 7.26%
Rogério dos Santos Carapuça 2,087,849 6.65%
João Nuno da Silva Bento 2 699,799 2.23%
Álvaro José da Silva Ferreira 2 1 0.00%
Luís Paulo Cardoso Salvado 2 1 0.00%
José Afonso Oom Ferreira de Sousa 2 1 0.00%
Number of shares attributable to signatories of the Novabase Shareholders' Agreement
(under the terms of article 20, paragraph 1 of the Securities Code) 13,387,682 42.63%
Partbleu, Sociedade Gestora de Participações Sociais, SA 3,180,444 10.13%
ES TECH VENTURES, SGPS, SA
Banco Espírito Santo de Investimento, SA
Members of the Corporate Boards
Grupo Banco Espírito Santo, SA (under the terms of article 20, paragraph 1 of the
1,792,144
66,929
60
Securities Code) 1,859,133 5.92%
Fernando Fonseca Santos 1,575,020 5.02%
Fundo Santander Acções Portugal
Fundo Santander PPA
Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA
(under the terms of article 20, paragraph 1 of the Securities Code)
1,535,399
71,135
1,606,534 5.12%
Total 21,608,813 68.81%

1 The shareholding of each of these shareholders corresponds to the last position notified to the Company in reference to a date before 30 June 2014.

2 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and João Nuno da Silva Bento are the only shareholders of HNB - SGPS, S.A., having signed a shareholder's agreement for all of this company's share capital.

Novabase SGPS, S.A. Public Company - Euronext Code: NBA.AM Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa Share Capital: 15,700,697.00 Euros Corporate Tax Payer nº 502.280.182

30 June 2014 Annex II - Management Report

Management Transactions

List of Management Transactions (pursuant to Article 14/6 and 14/7 of the Portuguese Securities Commission Regulation nº 5/2008)

#
Director Transaction Date Location Shares Share price
Maria do Carmo do Brito Palma Acquisition 02-04-2014 Over-the-Counter 14,415 3.94
Paulo Jorge de Barros Pires Trigo Acquisition 02-04-2014 Over-the-Counter 4,235 3.940
Rogério dos Santos Carapuça Acquisition 26-05-2014 Over-the-Counter 94,729 3.858
Luís Paulo Cardoso Salvado Acquisition 26-05-2014 Over-the-Counter 67,663 3.858
Luís Paulo Cardoso Salvado Disposal 26-05-2014 Over-the-Counter 81,264 3.858
José Afonso Oom Ferreira de Sousa Acquisition 26-05-2014 Over-the-Counter 13,532 3.858
José Afonso Oom Ferreira de Sousa Disposal 26-05-2014 Over-the-Counter 16,252 3.858
Pedro Miguel Quinteiro Marques de Carvalho Acquisition 26-05-2014 Over-the-Counter 27,064 3.858
João Nuno da Silva Bento Acquisition 26-05-2014 Over-the-Counter 135,325 3.858
João Nuno da Silva Bento Disposal 26-05-2014 Over-the-Counter 135,325 3.858
Álvaro José da Silva Ferreira Acquisition 26-05-2014 Over-the-Counter 67,663 3.858
Álvaro José da Silva Ferreira Disposal 26-05-2014 Over-the-Counter 81,264 3.858
Nuno Carlos Dias dos Santos Fórneas Acquisition 26-05-2014 Over-the-Counter 87,961 3.858
Paulo Jorge de Barros Pires Trigo Acquisition 26-05-2014 Over-the-Counter 77,813 3.86
Pedro Miguel Quinteiro Marques de Carvalho Disposal 26-05-2014 Euronext Lisbon 9,603 3.94
HNB - SGPS, SA Acquisition 26-05-2014 Over-the-Counter 81,264 3.858
HNB - SGPS, SA Acquisition 26-05-2014 Over-the-Counter 16,252 3.858
HNB - SGPS, SA Acquisition 26-05-2014 Over-the-Counter 135,325 3.858
HNB - SGPS, SA Acquisition 26-05-2014 Over-the-Counter 81,264 3.858
Pedro Miguel Quinteiro Marques de Carvalho Disposal 27-05-2014 Euronext Lisbon 8,897 3.94
Pedro Miguel Quinteiro Marques de Carvalho Disposal 28-05-2014 Euronext Lisbon 8,564 4.020
Nuno Carlos Dias dos Santos Fórneas Disposal 30-06-2014 Euronext Lisbon 5,000 3.720
Total 1,250,674

The above mentioned directors, as a result of such transactions, hold the following shareholdings in the Company's share capital:

# %
Director Shares Capital and
voting
rights
Luís Paulo Cardoso Salvado 1 0.00%
Álvaro José da Silva Ferreira 1 0.00%
João Nuno da Silva Bento 699,799 2.23%
José Afonso Oom Ferreira de Sousa 1 0.00%
Pedro Miguel Quinteiro Marques de Carvalho 2,279,012 7.26%
Rogério dos Santos Carapuça 2,087,849 6.65%
Paulo Jorge de Barros Pires Trigo 150,912 0.48%
Nuno Carlos Dias dos Santos Fórneas 205,718 0.66%
Maria do Carmo do Brito Palma 26,235 0.08%
HNB - SGPS, SA 8,321,019 26.50%

Novabase SGPS, S.A. Public Company - Euronext Code: NBA.AM Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa Share Capital: 15,700,697.00 Euros Corporate Tax Payer nº 502.280.182

Annex III - Management Report 30 June 2014

Own Shares Transactions

Information of transactions on own shares (pursuant to Article 66/5 d) of the Company Code)

#
Transaction Date Location Shares Share price
Transfer 02-04-2014 Over-the-Counter 14,415 3.94
Transfer 02-04-2014 Over-the-Counter 6,828 3.94
Transfer 02-04-2014 Over-the-Counter 6,195 3.94
Transfer 02-04-2014 Over-the-Counter 29,525 3.94
Transfer 02-04-2014 Over-the-Counter 4,235 3.94
Acquisition 08-04-2014 Euronext Lisbon 748 3.909
Acquisition 08-04-2014 Euronext Lisbon 260 3.910
Acquisition 08-04-2014 Euronext Lisbon 665 3.910
Acquisition 08-04-2014 Euronext Lisbon 48,327 3.910
Acquisition 08-04-2014 Euronext Lisbon 50,000 3.930
Disposal 26-05-2014 Over-the-Counter 94,729 3.858
Disposal 26-05-2014 Over-the-Counter 67,663 3.858
Disposal 26-05-2014 Over-the-Counter 135,325 3.858
Disposal 26-05-2014 Over-the-Counter 67,663 3.858
Disposal 26-05-2014 Over-the-Counter 87,961 3.858
Disposal 26-05-2014 Over-the-Counter 77,813 3.858
Disposal 26-05-2014 Over-the-Counter 13,532 3.858
Disposal 26-05-2014 Over-the-Counter 27,064 3.858
Total 732,948

At 31 December 2013, Novabase S.G.P.S. held 589,954 own shares, representing 1.88% of its share capital.

During the first half of 2014, the company acquired on the market 100,000 own shares at the average price of 3.92 euros, transferred 61,198 own shares at the average price of 3.94 euros and disposed 571,750 own shares at the average price of 3.858 euros.

Own shares acquisitions were performed because they were considered as best interest to society.

Own shares transfers were used for the settlement of bonuses to employees.

Own shares disposals resulted of the exercise of stock allotment options by directors Rogério Carapuça, Luís Paulo Salvado, José Afonso Sousa, Pedro Marques Carvalho, João Nuno Bento, Álvaro Ferreira, Nuno Fórneas and Paulo Trigo, and, pursuant to the terms and conditions set out in the respective options plan, which was previously disclosed to the market.

At 30 June 2014, Novabase S.G.P.S. held 57,006 own shares, representing 0.18% of its share capital.

Novabase SGPS, S.A. Public Company - Euronext Code: NBA.AM Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa Share Capital: 15,700,697.00 Euros Corporate Tax Payer nº 502.280.182

Condensed Consolidated Accounts 1st half 2014

(Unaudited)

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

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INDEX

2014
● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2014

ended 30 June 2014
Condensed Consolidated Interim Statement of Profit and Loss and Other Comprehensive Income for the period of 6 months
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2014
● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2014
Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2014
Note 1. General information
Note 2. Significant accounting policies
Note 3. Critical accounting estimates and judgements
Note 4. Seasonality
Note 5. Segment information
Note 6. Property, plant and equipment and intangible assets
Note 7. Deferred income tax assets and liabilities
Note 8. Trade and other receivables
Note 9. Cash and cash equivalents
Note 10. Reserves and retained earnings
Note 11. Non-controlling interests
Note 12. Borrowings
Note 13. Provisions
Note 14. Trade and other payables
Note 15. Other gains/(losses) - net
Note 16. Income tax expense
Note 17. Earnings per share
Note 18. Related-party transactions
Note 19. Contingencies
Note 20. Events after the reporting period
Note 21. Note added for translation
SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS
Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of

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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2014

Condensed Consolidated Interim Statement of Financial Position as at 30 June 2014

(Amounts expressed in thousands of Euros)
Note 30.06.14 31.12.13
Assets
Non-Current Assets
Property, plant and equipment 6 5,912 6,120
Intangible assets 6 30,795 32,095
Investments in associates 914 961
Financial assets at fair value through profit or loss 1,466 1,256
Deferred income tax assets 7 15,242 14,901
Other non-current assets 18 6,278 4,868
Total Non-Current Assets 60,607 60,201
Current Assets
Inventories 3,593 8,925
Trade and other receivables 8 75,712 87,975
Accrued income 23,318 12,421
Income tax receivable 2,068 2,236
Derivative financial instruments 107 514
Other current assets 5,324 4,470
Financial assets held for trading - 5,015
Cash and cash equivalents 9 20,911 32,942
Total Current Assets 131,033 154,498
Assets for discontinued operations - -
Total Assets 191,640 214,699
Equity
Share capital 15,701 15,701
Treasury shares (29) (295)
Share premium 43,560 43,560
Reserves and retained earnings 10 24,627 23,756
Profit for the period 1,949 7,510
Total Equity attributable to owners of the parent 85
,808
90,232
Non-controlling interests 11 10,749 11,522
Total Equity 96,557 101,754
Liabilities
Non-Current Liabilities
Borrowings 12 11,715 14,031
Provisions 13 1,937 4,386
Deferred income tax liabilities 7 - 100
Other non-current liabilities 70 70
Total Non-Current Liabilities 13,722 18,587
Current Liabilities
Borrowings 12 6,330 7,353
Trade and other payables 14 51,709 61,764
Income tax payable 30 89
Derivative financial instruments 60 77
Deferred income and other current liabilities 23,131 24,755
Total Current Liabilities 81,260 94,038
Liabilities for discontinued operations 101 320
Total Liabilities 95,083 112,945
Total Equity and Liabilities 191,640 214,699

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 Profit and Loss and Other Comprehensive Income for the period of 6 months ended 30 June 2014

(Amounts expressed in thousands of Euros)
6 M * 3 M *
Note 30.06.14 30.06.13 30.06.14 30.06.13
Continuing Operations
Sales 5 34,598 45,244 17,168 24,539
Services rendered 5 71,311 68,505 37,191 34,771
Cost of sales (30,568) (40,105) (15,123) (20,688)
External supplies and services (26,976) (27,291) (14,896) (15,227)
Employee benefit expense (44,178) (40,079) (22,208) (20,519)
Other gains/(losses) - net 15 2,226 1,803 653 1,255
Depreciation and amortisation (2,937) (2,701) (1,657) (1,425)
Operating Profit 3,476 5,376 1,128 2,706
Finance income 513 1,410 181 529
Finance costs (926) (1,520) (454) (539)
Share of loss of associates (47) (16) (30) (16)
Profit Before Income Tax 3,016 5,250 825 2,680
Income tax expense 16 (697) (1,232) (352) (643)
Profit from continuing operations 2,319 4,018 473 2,037
Discontinued operations
Profit from discontinued operations 219 - 219 -
Profit for the period 2,538 4,018 692 2,037
Other comprehensive income for the period - - - -
Total comprehensive income for the period 2,538 4,018 692 2,037
Profit attributable to:
Owners of the parent 1,949 3,571 387 1,620
Non-controlling interests 11 589 447 305 417
2,538 4,018 692 2,037
Total comprehensive income attributable to:
Owners of the parent 1,949 3,571 387 1,620
Non-controlling interests 11 589 447 305 417
2,538 4,018 692 2,037
Earnings per share from continuing and discontinued operations
attributable to owners of the parent (Euros per share)
Basic earnings per share
From continuing operations 17 0.06 Euros 0.12 Euros 0.01 Euros 0.05 Euros
From discontinued operations 17 0.01 Euros Zero Euros 0.01 Euros Zero Euros
From profit for the year 17 0.06 Euros 0.12 Euros 0.01 Euros 0.05 Euros
Diluted earnings per share
From continuing operations 17 0.06 Euros 0.11 Euros 0.01 euros 0.05 euros
From discontinued operations 17 0.01 Euros Zero Euros 0.01 euros Zero euros
From profit for the year 17 0.06 Euros 0.11 Euros 0.01 Euros 0.05 Euros
6 M * - period of 6 months ended
3 M * - period of 3 months ended

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 Changes in Equity for the period of 6 months ended 30 June 2014

(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, 2013 15,701 (371) 43,560 3,042 130 38,215 10,613 110,890
Total comprehensive income for the period - - - - - 3,571 447 4,018
Transactions with owners
Dividends 10 - - - - - (3,080) - (3,080)
Legal reserve - - - 98 - (98) - -
Treasury shares movements - 72 - - - 364 - 436
Share-based payments 18 - - - - 98 - - 98
Foreign currency translation reserve - - - - - 48 47 95
Transactions with owners - 72 - 98 98 (2,766) 47 (2,451)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - - - -
Balance at 30 June, 2013 15,701 (299) 43,560 3,140 228 39,020 11,107 112,457
Balance at 1 January, 2014 15,701 (295) 43,560 3,140 326 27,800 11,522 101,754
Total comprehensive income for the period - - - - - 1,949 589 2,538
Transactions with owners
Dividends 10, 11 - - - - - (6,269) (1,394) (7,663)
Treasury shares movements - (20) - - - (132) - (152)
Share-based payments - stock options exercise - 286 - - (278) (8) - -
Share-based payments 18 - - - - 53 - - 53
Foreign currency translation reserve - - - - - (5) 32 27
Transactions with owners - 266 - - (225) (6,414) (1,362) (7,735)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - - - -
Balance at 30 June, 2014 15,701 (29) 43,560 3,140 101 23,335 10,749 96,557

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2014

(Amounts expressed in thousands of Euros)
6 M * 3 M *
Note 30.06.14 30.06.13 30.06.14 30.06.13
Cash flows from operating activities
Net Cash used in operating activities (9,407) (6,617) (7,829) (810)
Cash flows from investing activities
Receipts:
Proceeds on disposal of subsidiaries and associates
Loan repayments received from associates
2,079
3,343
-
444
-
-
-
413
Proceeds on disposal of financial assets held for trading 10,034 - 5,019 -
Proceeds on disposal of property, plant and equipment 4 41 4 40
Interest received 571 652 142 220
16,031 1,137 5,165 673
Payments:
Acquisition of subsidiaries and associates (210) (87) (210) (62)
Loans granted to associates (1,410) (2,910) (1,410) (1,527)
Purchases of financial assets held for trading (5,019) (5,000) - (5,000)
Purchases of property, plant and equipment
Purchases of intangible assets
(571)
(460)
(1,148)
(590)
(262)
(175)
(568)
(385)
(7,670) (9,735) (2,057) (7,542)
Net Cash generated / (used) in investing activities 8,361 (8,598) 3,108 (6,869)
Cash flows from financing activities
Receipts:
Proceeds from borrowings
100 6,493 - 5,143
Capital contribution by non-controlling interests (i) 35 2,000 35 -
135 8,493 35 5,143
Payments:
Repayments of borrowings (3,067) (2,201) (1,584) (1,395)
Dividends paid 10 (6,269) (3,080) (6,269) (3,080)
Payment of finance lease liabilities (662) (747) (325) (389)
Interest paid (727) (676) (341) (376)
Purchase of treasury shares (392) - (392) -
(11,117) (6,704) (8,911) (5,240)
Net Cash (used) / generated in financing activities (10,982) 1,789 (8,876) (97)
Cash, cash equivalents and bank overdrafts at beg. of period 9 32,942 40,452 34,501 34,820
Net decrease in cash, cash equivalents and bank overdratfs (12,028) (13,426) (13,597) (7,776)
Effect from exchange rate fluctuations on cash held (3) 11 7 (7)
Cash, cash equivalents and bank overdrafts at end of period 9 20,911 27,037 20,911 27,037

6 M * - period of 6 months ended 3 M * - period of 3 months ended

(i) In 2014: NBMSIT, Sist. De Inf. E Tecnol., S.A. (Mozambique). In 2013: FCR NB Capital Inovação e Internacionalização.

THE ACOUNTANT

THE BOARD OF DIRECTORS

Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2014

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.

Novabase is listed on the Euronext Lisbon.

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on July 24, 2014. 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 six months ended 30 June 2014 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 2013, 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 2013, 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 2014.

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 2013.

4. Seasonality

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

5. Segment information

Business Venture
Solutions IMS Capital NOVABASE
At 30 June 2013
Total segment Sales and services rendered 83,631 57,966 13,327 154,924
Inter-segment Sales and services rendered 32,857 5,813 2,505 41,175
Sales and services rendered 50,774 52,153 10,822 113,749
Depreciation and amortisation (1,844) (549) (308) (2,701)
Operating profit/(loss) 4,487 1,325 (436) 5,376
Finance costs – net (10) (91) (9) (110)
Share of loss of associates - - (16) (16)
Income tax expense (748) (832) 348 (1,232)
Profit/(Loss) from operations 3,729 402 (113) 4,018
Other information:
(Provisions) / Provisions reversal (145) 1,257 314 1,426
Business Venture Discontinued
Solutions IMS Capital NOVABASE operations
At 30 June 2014
Total segment Sales and services rendered 80,760 63,244 2,563 146,567 -
Inter-segment Sales and services rendered 30,217 10,063 378 40,658 -
Sales and services rendered 50,543 53,181 2,185 105,909 -
Depreciation and amortisation (2,123) (671) (143) (2,937) -
Operating profit/(loss) 2,791 1,077 (392) 3,476 219
Finance costs – net (514) 34 67 (413) -
Share of loss of associates - - (47) (47) -
Income tax expense 138 (944) 109 (697) -
Profit/(Loss) from operations 2,415 167 (263) 2,319 219
Other information:
(Provisions) / Provisions reversal 1,022 893 555 2,470 -

The amount of discontinued operations reflects the completion of the closure process of the 'Mobility Solutions' area, discontinued during 2008, with a value lower than the one provisioned.

6. Property, plant and equipment and intangible assets

During the periods ended at 30 June 2014 and 30 June 2013, 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 2013 7,101 31,660
Acquisitions / increases 1,682 590
Write off's / disposals (95) -
Exchange differences 10 -
Depreciation and amortisation (1,363) (1,338)
Net book value at 30 June 2013 7,335 30,912
Net book value at 1 January 2014 6,120 32,095
Acquisitions / increases 1,037 460
Write off's / disposals (67) -
Exchange differences (1) -
Depreciation and amortisation (1,177) (1,760)
Net book value at 30 June 2014 5,912 30,795

7. Deferred income tax assets and liabilities

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

30.06.14 31.12.13
Balance at 1 January 14,901 12,249
Exchange differences (11) (16)
Profit or loss charge 352 2,668
Balance at the end of the period 15,242 14,901
The movement in the deferred income tax liabilities was as follows:
30.06.14 31.12.13
Balance at 1 January 100 100
Profit or loss charge (100) -
Balance at the end of the period - 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 2013 1,300 8,491 2,458 12,249
Profit or loss charge
Exchange differences
(581)
(16)
2,963
-
286
-
2,668
(16)
Balance at 31 December 2013 703 11,454 2,744 14,901
Profit or loss charge
Exchange differences
1,060
(11)
181
-
(889)
-
352
(11)
Balance at 30 June 2014 1,752 11,635 1,855 15,242

8. Trade and other receivables

30.06.14 31.12.13
Trade receivables 69,942 77,309
Allowance for impairment of trade receivables (4,591) (4,434)
65,351 72,875
Prepayments to suppliers 1,260 503
Employees 277 125
Value added tax 2,538 3,012
Receivables from related parties (note 18) 806 4,788
Financial investments disposal 67 67
Disposal of Digital TV international business 400 2,478
Receivables from financed projects 3,906 2,963
Other receivables 4,439 4,547
Allowance for impairment of other receivables (3,332) (3,383)
10,361 15,100
75,712 87,975

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

Trade receivables Other receivables Total
30.06.14 31.12.13 30.06.14 31.12.13 30.06.14 31.12.13
Balance at 1 January 4,434 4,809 3,383 4,121 7,817 8,930
Impairment 205 2,805 - 234 205 3,039
Impairment reversal (50) (2,703) (52) (735) (102) (3,438)
Exchange differences 2 (25) 1 (4) 3 (29)
Write off's - (452) - (233) - (685)
Balance at the end of the period 4,591 4,434 3,332 3,383 7,923 7,817

9. 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:

30.06.14 31.12.13
- Cash 21 16
- Short term bank deposits 20,890 32,926
Cash and cash equivalentsxa
Caixa e equivalentes a cai
20,911 32,942
- Overdrafts - -
20,911 32,942

10. Reserves and retained earnings

In the Annual General Meeting of Shareholders held on May 2014, it was approved the payment to shareholders of an amount of EUR 6,280 thousand, corresponding to 0.20 Euros per share. The payment occurred in June, 2014.

30.06.14 30.06.13
Payment to shareholders 6,269 3,080
Remuneration of the treasury shares held by the Company 11 60
6,280 3,140
11. Non-controlling interests
30.06.14 31.12.13
Balance at 1 January 11,522 10,613
Transactions with non-controlling interests - (431)
Dividends paid by Celfocus to non-controlling interests - see note 14 (1,394) -
Foreign currency translation differences for foreign operations 32 (398)
Profit attributable to non-controlling interests 589 1,738
Balance at the end of the period 10,749 11,522

12. Borrowings

30.06.14 31.12.13
Non-current
Bank borrowings 10,677 13,024
Finance lease liabilities 1,038 1,007
11,715 14,031
Current
Bank borrowings 5,583 6,202
Finance lease liabilities 747 1,151
6,330 7,353
Total borrowings 18,045 21,384

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

30.06.14 31.12.13
6 months or less
6 to 12 months
3,236
2,347
3,237
2,965
5,583 6,202

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

30.06.14 31.12.13
Between 1 and 2 years 4,716 4,701
Between 2 and 5 years 5,961 8,323
Over 5 years - -
10,677 13,024
The effective interest rates at the reporting date were as follows:
30.06.14 31.12.13
Bank borrowings 5.248% 5.325%
Gross finance lease liabilities – minimum lease payments:
30.06.14 31.12.13
No later than 1 year 1,033 1,386
Between 1 and 5 years 1,411 1,338
2,444 2,724
Future finance charges on finance leases (659) (566)
Present value of finance lease liabilities 1,785 2,158
The present value of finance lease liabilities is analysed as follows:
30.06.14 31.12.13
No later than 1 year 747 1,151
Between 1 and 5 years 1,038 1,007

13. Provisions

Movements in provisions are analysed as follows:

Legal Other Risks
Warranties Claims and Charges Total
Balance at 1 January 2013 747 240 1,449 2,436
Additional provisions
Reversals
45
(147)
472
-
3,009
(1,429)
3,526
(1,576)
Balance at 31 December 2013 645 712 3,029 4,386
Additional provisions
Reversals
12
(549)
-
(457)
68
(1,523)
80
(2,529)
Balance at 30 June 2014 108 255 1,574 1,937

2,158 1,785

14. Trade and other payables

30.06.14 31.12.13
Trade payables 18,236 21,117
Remunerations, vacations and vacation and Christmas subsidies 11,102 8,481
Bonus 4,971 9,127
Ongoing projects 4,247 4,849
Value added tax 3,216 7,198
Social security contributions 1,312 1,839
Income tax withholding 1,596 1,488
Amount to be paid to non-controlling interests - see note 11 1,394 -
Employees 184 277
Prepayments from trade receivables 956 756
Acquisition of financial interest in FCR Istart I 72 72
Other accrued expenses 4,216 6,282
Other payables 207 278
51,709 61,764

15. Other gains/(losses) - net

30.06.14 30.06.13
Impairment and impairment reversal of trade and other receivables (103) 332
Impairment and impairment reversal of inventories 124 77
Warranties provision 537 14
Legal claims provision 457 -
Provisions for other risks and charges 1,455 1,003
Other operating income and expense (244) 377
2,226 1,803

16. 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:

30.06.14 30.06.13
Profit before income tax 3,016 5,250
Income tax expense at nominal rate (25% in 2013, 23% in 2014) 694 1,313
Tax benefit on the net creation of employment for young and long term unemployed people (171) (205)
Provisions and amortisations not considered for tax purposes 32 35
Recognition of tax on the events of previous years (63) (129)
Associates' results reported net of tax 11 4
Autonomous taxation 462 370
Losses in companies where no deferred tax is recognised 86 (7)
Expenses not deductible for tax purposes (329) (106)
Differential tax rate on companies located abroad 88 (19)
Research & Development tax benefit (351) (339)
Municipal surcharge and State surcharge 48 94
Impairment of Special Payment on Account, tax losses and withholding taxes 190 221
Income tax expense 697 1,232

17. Earnings per share

30.06.14 30.06.13
Weighted average number of ordinary shares in issue 30,982,622 30,721,492
Stock options adjustment 294,939 358,081
Adjusted weighted average number of ordinary shares in issue 31,277,561 31,079,573
Profit attributable to owners of the parent 1,949 3,571
Basic earnings per share (Euros per share) 0.06 Euros 0.12 Euros
Diluted earnings per share (Euros per share) 0.06 Euros 0.11 Euros
Profit from continuing operations attributable to owners of the parent 1,730 3,571
Basic earnings per share (Euros per share) 0.06 Euros 0.12 Euros
Diluted earnings per share (Euros per share) 0.06 Euros 0.11 Euros
Profit from discontinued operations attributable to owners of the parent 219 -
Basic earnings per share (Euros per share) 0.01 Euros -
Diluted earnings per share (Euros per share) 0.01 Euros -

18. Related-party transactions

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

i) Key management compensation
30.06.14 30.06.13
Salaries and other short-term employee benefits 1,824 2,398
Stock options granted 53 98
1,877 2,496
ii) Acquisition and merger of financial interests with related parties
30.06.14 31.12.13
Acquisitions to former shareholders of Collab - (151)
Merger of Techno Trend GmbH into TV Lab - 422
- 271

iii) Other balances with related parties

Non-current Current (note 8)
30.06.14 31.12.13 30.06.14 31.12.13
Loan to NB Digital TV GmbH - - - 2,800
Loan to Globaleda, S.A. - - 784 784
Loan to Powergrid, Lda 2,050 2,050 - -
Loan to DTV Research, Lda - - - 1,182
Loan to Bright Innovation, Lda 1,477 1,477 - -
Loan to SmartGeo Solutions, Lda 99 99 - -
Loan to Radical Innovation, Lda 994 994 - -
Loan to Power Data, Lda 248 248 - -
Loan to City Pulse, Lda 1,410 - - -
Loans to other shareholders - - 22 22
6,278 4,868 806 4,788

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

19. Contingencies

Given the disclosed in the annual financial statements for the year 2013, the significant changes in the judicial processes are the following:

In the court procedures brought by former collaborators of the company Novabase Digital TV claiming payment of credits due referring to the years they were in service prior to 2012 (and petitioned the Court to recognize the existence of a formal employment contract rather than a services agreement and have petitioned the Company to be condemned to the payment of credits in an amount totaling EUR 270 thousand), an Agreement has been reached in seven of the eight pending procedures, wherein Novabase paid the Plaintiffs an amount equal to 56% of the amount initially claimed and the Plaintiffs dropped all claims against Novabase.

20. Events after the reporting period

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

21. 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.

II. SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS

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DETAIL ON SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS OF NOVABASE S.G.P.S. AND OF OTHER GROUP COMPANIES

Share Capital Total
Number of
Shares
Number of
shares held
by Board
Members at
31.12.13
Transactions Number of
shares held
by Board
Members at
30.06.14
% of shares
held by
Board
Members at
30.06.14
Novabase S.G.P.S., S.A. 15,700,697 € 31,401,394 5,221,102 244,231 5,465,333 17.4%
José Afonso Oom Ferreira de Sousa 2,721 (2,720) 1 0.0%
Pedro Miguel Quinteiro Marques de Carvalho 2,279,012 0 2,279,012 7.3%
Luís Paulo Cardoso Salvado 13,602 (13,601) 1 0.0%
João Nuno da Silva Bento 699,799 0 699,799 2.2%
Rogério dos Santos Carapuça 1,993,120 94,729 2,087,849 6.6%
Álvaro José da Silva Ferreira 13,602 (13,601) 1 0.0%
Nuno Carlos dos Santos Fórneas 122,757 82,961 205,718 0.7%
Paulo Jorge de Barros Pires Trigo 68,864 82,048 150,912 0.5%
Maria do Carmo do Brito Palma 11,820 14,415 26,235 0.1%
Manuel Fernando Macedo Alves Monteiro 9,000 0 9,000 0.0%
Luís Fernando de Mira Amaral 6,305 0 6,305 0.0%
João Luís Correia Duque 500 0 500 0.0%
NBASIT - Sist. Inf. e Telecomunicações, S.A. 47,500,000 AOA 100,000 800 0 800 0.8%
Álvaro José da Silva Ferreira 400 0 400 0.4%
Francisco Paulo Figueiredo Morais Antunes 200 0 200 0.2%
Luís Paulo Cardoso Salvado 200 0 200 0.2%
CelFocus, S.A. 100,000 € 100,000 2 0 2 0.0%
Paulo Jorge de Barros Pires Trigo 1 0 1 0.0%
José Afonso Oom Ferreira de Sousa 1 0 1 0.0%
COLLAB – Sol. I. Com. e Colab., S.A. 61,333 € 61,333 3,750 0 3,750 6.1%
Pedro Cabrita Quintas 3,750 0 3,750 6.1%
FeedZai, S.A. 108,068 € 10,806,750 5,649,000 0 5,649,000 52.3%
Nuno Jorge da Cruz Sebastião 1,749,500 0 1,749,500 16.2%
Paulo Jorge Pimenta Marques 1,724,750 0 1,724,750 16.0%
Pedro Gustavo Santos Rodrigues Bizarro 1,724,750 0 1,724,750 16.0%
Pedro Miguel Quinteiro Marques de Carvalho 450,000 0 450,000 4.2%
PowerGrid, Lda 450,000 € 450,000 50,000 0 50,000 11.1%
Vitor Manuel Spinola Prisca 50,000 0 50,000 11.1%
Dosapac, Automação de Edifícios, S.A. (a) 50,000 € 50,000 35,000 0 0 0.0%
José da Conceição Martins da Mota 35,000 0 N/A -
Bright Innovation, Lda 25,000 € 25,000 2,500 0 2,500 10.0%
Patrícia Delgado Tavares Nunes G. Costa 2,500 0 2,500 10.0%
NBMSIT, Sist. de Inf. e Tecnol., S.A. 8.235.000 MZN 27,450 4,941 0 4,941 18.0%
Lucas Fazine Chacine 4,941 0 4,941 18.0%
DTV Research, Lda (b) 200,000 € 200,000 10,000 0 0 0.0%
Humberto João da Silva dos Santos Abel 10,000 0 N/A -
Power Data, Lda 10,000 € 10,000 2,000 0 2,000 20.0%
Vitor Manuel Spinola Prisca 2,000 0 2,000 20.0%
Radical Innovation, Lda 10,000 € 10,000 2,000 0 2,000 20.0%
Patrícia Delgado Tavares Nunes G. Costa 2,000 0 2,000 20.0%
Smartgeo Solutions Lda 5,000 € 5,000 3,750 0 3,750 75.0%
Sandra Maria Loureiro Bernardo 1,000 0 1,000 20.0%
Pedro Manuel Gonçalves Reino 1,000 0 1,000 20.0%
Victor José Luz Ramos 1,000 0 1,000 20.0%
Nuno Miguel Sousa 250 0 250 5.0%
Carlos Eduardo Vieira Caçador 250 0 250 5.0%
João Negrão Antunes 250 0 250 5.0%
City Pulse, Lda (c) 100,000 € 100,000 0 10,000 10,000 10.0%
Manuel Maximiano Relvas do Nascimento N/A 10,000 10,000 10.0%
Wizdee, S.A. (c) 122,325 € 12,232,498 0 9,359,092 9,359,092 76.5%
Bruno Emanuel Machado Antunes N/A 4,679,546 4,679,546 38.3%
Paulo Jorge de Sousa Gomes N/A 4,679,546 4,679,546 38.3%

(a) Financial holding disposed in 2014.

(b) Financial holding disposed in 2013. Formally, the shares were transferred only at 01/31/2014.

(c) Company incorporated in 2014.

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STATEMENT OF COMPLIANCE

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

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Statement of the Board of Directors

(Free translation from the original version in Portuguese)

Under the terms of sub-paragraph c) paragraph 1 of article 246 of the Portuguese Securities Code, the members of the Board of Directors of Novabase S.G.P.S., S.A., below identified declare that to the extent of their knowledge:

(i) the information contained in the condensed consolidated interim financial statements and all other accounting documentation required by law or regulation, regarding the period of six months ended 30 June 2014, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and

(ii) the interim management report faithfully states the evolution of the businesses, of the performance and of the position of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter, containing namely an accurate description of the main risks and uncertainties which they face.

Lisbon, July 24, 2014

(Non-Executive Member, Chairman of the Board of Directors) Rogério dos Santos Carapuça

(Executive Member, Chairman of the Executive Committee - CEO) Luís Paulo Cardoso Salvado

José Afonso Oom Ferreira de Sousa (Non-Executive Member)

(Non-Executive Member) Pedro Miguel Quinteiro Marques de Carvalho

João Nuno da Silva Bento (Executive Member, Member of the Executive Committee)

Álvaro José da Silva Ferreira (Executive Member, Member of the Executive Committee)

Joaquim Manuel Jordão Sérvulo Rodrigues (Non-Executive Member)

Luís Fernando de Mira Amaral (Non-Executive Member, Independent, Chairman of the Audit Committee)

Manuel Fernando de Macedo Alves Monteiro (Non-Executive Member, Independent, Member of the Audit Committee)

(Executive Member, Member of the Executive Committee - CFO) Francisco Paulo Figueiredo Morais Antunes

João Luís Correia Duque (Non-Executive Member, Independent, Member of the Audit Committee)

Nuno Carlos Dias dos Santos Fórneas (Executive Member, Member of the Executive Committee)

Paulo Jorge de Barros Pires Trigo (Non-Executive Member)

Maria do Carmo do Brito Palma (Executive Member, Member of the Executive Committee)

Pedro Miguel Gonçalves Afonso (Executive Member, Member of the Executive Committee) (Page left intentionally blank)

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