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Novabase SGPS

Interim / Quarterly Report Aug 21, 2012

1943_ir_2012-08-21_356c173b-c563-4419-8c59-586f5e81dba0.pdf

Interim / Quarterly Report

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REPORT AND ACCOUNTS - 1ST HALF 2012

I - Management Report

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

II - Consolidated Financial Statements

III - 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

Consolidated Results 6M12

Privileged Information July 26, 2012

Highlights:

Turnover: 108.6 M€ (119.1 M€ in 6M11)

EBITDA: 10.3 M€ (8.2 M€ in 6M11)

Net Profit: 4.5 M€ (3.5 M€ in 6M11)

Net Cash: 25.1 M€ (14.7 M€ in 12M11)

Message from the CEO - Luís Paulo Salvado

"The results of the first half are strongly positive, reflecting a significant progress in the Novabase's strategic priorities.

1/3 of the total business is generated outside Portugal, as a result of the significant growth of the international business by 72%. Likewise, the services already accounts for more than 2/3 of the total business, thanks to a 10% increase. EBITDA increased by 25% and Net Profit grew 30%. Also positive was the evolution of cash, with a generation above 10 M€ since the beginning of the year.

These results show that the measures implemented by the end of the previous year, in order to adapt the company to current market challenges, are proving to be very effective.

However, the current macroeconomic environment has adversely impacted our domestic business, especially in the components where we have less strategic control. Thus, the business of third party products declined by 33%, leading to a decrease of 9% in total Turnover.

To continue to maximize synergies between businesses, we decided to reorganize Digital TV operations. In order to increase operating efficiency, we will integrate the solutions for TV operators in the Infrastructures & Managed Services business. On the other hand, the solutions System-in-Package (SIP), strongly supported in R&D investments and intellectual property, will be transferred to the Venture Capital business, where they will have a more suitable platform for its future development.

2012 continues proving to be a challenging year, but these results allow us to confirm our commitment to compliance with the Guidance and reaffirm our priorities for the future."

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

Report available on website : www.novabase.pt

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

1. Key Indicators Evolution

Turnover (M€)

Turnover below the annual Guidance linearized (-9.5%), due to the contraction of business in Portugal in the product component.

EBITDA (M€)

Earnings per share (EPS) in 6M12 reached 0.15 euros per share, registering an increase of 28.8% towards the EPS from the previous year of 0.11 euros per share.

EBITDA above the annual Guidance linearized of 16- 19 M€ and 7.3%: +17.3% above the middle of the range (+2.2 points %).

Significant improvement of profitability as a result of the measures adopted in the

end of 2011.

From EBITDA to Net Profit 6M12 Vs 6M11 (M€)

Non-controlling interests in 6M12 amounted to -0.9 M€, which compares to -0.4 M€ in 6M11. This variation is mainly due to the positive evolution of the results of subsidiaries Collab and Celfocus compared to the same period of the prior year.

In the 6M12, Novabase shows a positive performance in cash generation. Novabase ended the 6M12 with 25.1 M€ in net cash, which compares to 14.7 M€ in the 12M11.

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

Cash generation of 10.5 M€ in the first half of 2012.

2. Short Summary of the Activity

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

Thus, the results of the first half of 2012 are below the Turnover Guidance (-9.5%), but remained above the middle of the range of the EBITDA Guidance (+17.3%). Compared to 2011, Turnover decreased 8.9%, however, services grew 9.9% and international business represented 33.2% of the total business. EBITDA raised 25.2% and Net Profit reached 4.5 M€.

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

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

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

Also worthy of note in this first half of 2012, is the distinction of Novabase as Best System Integrator in 2011, in the National Conference of IBM Business Partners. Additionally, Collab has received three awards at the Conference Beyond 2013, attributed by the Portuguese Association of Contact Centers (APCC) to the organizations that had a key role in their Customer Relations Centres in 2012: Best IVR Platform 2012, Best Workforce Management Platform 2012 and Best Agent Front End (CRM) 2012.

The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M12, is as follows:

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

9.9% rise in services, in line with Novabase strategic orientation to increase the added value of its offers.

International business increased 71.5%, reflecting a strong focus on markets

outside Portugal.

Of the overall Turnover generated in 6M12, the services rendered represents 67.4%, which compares to 55.9% in 6M11.

Of the 108.6 M€ Turnover, 33.2% is generated outside Portugal, that is 36.1 M€, which compares to the 21.0 M€ registered in 6M11.

Turnover by geography 6M11 Turnover by geography 6M12

Business outside Portugal generated in the Business Solutions area increased to 29.8% of the respective invoicing (16.2% in 6M11). In the IMS business area, the international business in 6M12 increased to 34.5% (22.0% in 6M11) and in the Digital TV area increased to 36.4% (13.7% in 6M11).

Novabase had on average, in the 6M12, 2,134 employees, which represents an increase of 0.4% compared to the 6M11 (2,125) and of 1.2% compared to FY11 (2,109).

Employee breakdown by business area, in 6M12, is as follows:

Average Number of Employees

Average number of employees evolution includes the talent renovation by the recruitment of 161 university graduates through Novabase Academy program.

Average Number of Employees by geography 6M11

Average Number of Employees by geography 6M12

2.1. Business Solutions

Turnover Business Solutions (M€)

BS Turnover evolution reflects the significant growth of the international component (2x vs. 6M11).

EBITDA Business Solutions (M€)

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

2.2. Infrastructures & Managed Services

IMS evolution is mainly due to the pressure on prices in the product sales component in Portugal, despite the growth in services (+11.5%) and international sales (+24.1%). However, this area should be analysed for more extended periods of time.

2.3. Digital TV

The negative evolution of DTV area is explained by the strong contraction of business in Portugal, despite the international business growth (+92.2%).

EBITDA Digital TV (M€)

With effect from the second half of the year, it was decided to reorganize the DTV area in order to maximize synergies between businesses and to increase operating efficiency.

2.4. Venture Capital

Global Turnover in this area reached 1.9 M€, which represents an increase of 169.3% compared to 6M11.

Venture Capital EBITDA in 6M12 increased, year on year, from -0.6 M€ to 0.7 M€, reaching an EBITDA margin of 34.2%.

3. Stock Performance

Novabase share price in 6M12 lost 9.1%, comparing to a 14.5% loss in the PSI20 Index and a 0.5% gain in the EuroStoxx Technology Index.

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

Novabase and the Market

Excluding the shareholder remuneration, the

depreciation of Novabase share price would be 7.7%.

VC results are primarily due to the improvement of the performance of subsidiary

Collab.

When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance in 6M12 was in line with the values of the average performance of other IT.

Novabase and other TMT

Average upside of 93.0%, according to the analysts who cover Novabase.

The average price target disclosed by the analysts who cover Novabase is 3.67 euros.

Rotation in 6M12 represented 8.1% of the capital and 2.5 million shares were traded, below the values in 6M11 (rotation of 10.7% of the capital and 3.4 million shares traded).

Summary 2Q12 1Q12 4Q11 3Q11 2Q11
Minimum price (€) 1.89 1.99 1.70 2.26 2.58
Maximum price (€) 2.30 2.32 2.38 2.75 3.10
Volume weighted average price (€) 2.03 1.92 1.99 2.55 2.80
Closing price at the end of the Quarter (€) 1.90 2.32 2.09 2.45 2.75
Nr. of shares traded 1,826,016 717,461 833,186 1,284,390 1,491,268
Market cap in the last day (M€) 59.7 72.9 65.6 76.9 86.4

4. Outlook 2012

The results of the first half of 2012 are positive, 17.3% above the middle of the range of the EBITDA Guidance, as a result of the measures implemented in the end of 2011 for the improvement of operating competitiveness. International business now accounts for 33.2% of total business and the weight of services increased to 67.4%. However, we experienced a strong pressure in the product component in Portugal, which explains the negative evolution of Turnover in this semester.

In order to maximize synergies and to increase operating efficiency of the businesses, Novabase decided to reorganize the Digital TV area, by integrating their offerings in the IMS and VC businesses, from the second half of the year. We believe this new model will be able to better meet the specific characteristics of each business, and is more suited to the nature of these operations, maturities and investment needs.

Despite the macroeconomic context, that remains difficult and uncertain, Novabase is committed to compliance with the Guidance for 2012, which in terms of Turnover we consider more challenging, reaffirming as its priorities the international focus and the preservation of the position in the domestic market.

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 June 2012 for the period of 6 months ended 30 June 2012

(Thousands of Euros)
(Thousands of
Assets
Tangible assets
7,693
9,000
Sale of goods
Intangible assets
30,335
31,127
Cost of goods sold
(Thousands of Euros)
(Thousands of
35,369
52,551
(30,697)
(47,690)
4,672
4,861
Financial investments
1,974
1,786
Deferred income tax assets
11,980
12,387
Gross margin
Other non-current assets
30
-
Other income
Total Non-Current Assets
52,012
54,300
Services rendered
73,184
66,577
Supplementary income
Supplementary income
63
101
Inventories
6,776
6,909
Other operating income
Trade debtors and accrued income
87,834
99,168
345
140
Other debtors and prepaid expenses
22,870
18,523
73,592
66,818
Derivative financial instruments
178
245
Available-for-sale financial assets
9,953
-
Cash and cash equivalents
26,105
27,157
78,264
71,679
Total Current Assets
153,716
152,002
Other expenses
External supplies and services (
) 28 572)
,
(
) 24 898)
,
Assets for continuing operations
205,728
206,302
Employee benefit expense
(38,502)
(38,686)
(Provisions) / Provisions reversal (701)
614
Assets for discontinued operations
-
-
Other operating expenses
(223)
(511)
Total Assets
205,728
206,302
(67,998)
(63,481)
Shareholders' Equity
Gross Net Profit (EBITDA)
10,266
8,198
Share capital
15,701
15,701
Depreciation and amortization
(2,870)
(2,910)
Treasury shares
(371)
(490)
Share premium
43,560
43,560
Operating Profit (EBIT)
7,396
5,288
Reserves and retained earnings
33,679
31,206
Financial Gains / (Losses)
(390)
(341)
Net profit
4,514
2,651
Net Profit before taxes (EBT) 7,006
4,947
Total Shareholders' Equity
97,083
92,628
Income tax expense
(1,578)
(1,087)
Non-controlling interests
10,752
9,811
Non-controlling interests
(914)
(380)
Total Equity
107,835
102,439
Attributable Net Profit
Attributable Net Profit
4 514 ,
3 480 ,
Liabilities
Non-current borrowings
8,425
10,500
Finance lease liabilities
1,202
1,528
Provisions
2,257
1,721
Deferred income tax liabilities
100
100
Other information:
Other non-current liabilities
70
308
Total Non-Current Liabilities
12,054
14,157
Turnover
108,553
119,128
Gross margin from sales %
Gross margin from sales
Current borrowings
3,909
4,053
EBITDA margin
13 2 % .
93% .
9.5 %
6.9 %
Trade payables
24,292
26,165
EBT % on Turnover
6.5 %
4.2 %
Other creditors and accruals
34,841
36,013
Net profit % on Turnover
4.2 %
2.9 %
Derivative financial instruments
243
461
Deferred income
22,209
22,669
Total Current Liabilities
85,494
89,361
Total Liabilities for cont. operations
97,548
103,518
Total Liabilities for discont. operations
345
345
Total Liabilities
97,893
103,863
Total Equity and Liabilities
205,728
206,302
Net Cash
25,134
14,653
30.06.12 31.12.11 30.06.12 30.06.11 Var. %
(Thousands of (Thousands of Euros) (Thousands of (Thousands of Euros)
Assets
Tangible assets 7,693 9,000 Sale of goods 35,369 52,551
Intangible assets 30,335 31,127 Cost of goods sold (30,697) (47,690)
Financial investments 1,974 1,786
Deferred income tax assets 11,980 12,387 Gross margin 4,672 4,861 -3.9 %
Other non-current assets 30 -
Other income
Total Non-Current Assets 52,012 54,300 Services rendered 73,184 66,577
Supplementary income
Supplementary income
63 101
Inventories 6,776 6,909 Other operating income 345 140
Trade debtors and accrued income 87,834 99,168
Other debtors and prepaid expenses 22,870 18,523 73,592 66,818
Derivative financial instruments 178 245
Available-for-sale financial assets 9,953 -
Cash and cash equivalents 26,105 27,157 78,264 71,679
Total Current Assets 153,716 152,002 Other expenses
External supplies and services (
) 28 572)
,
(
) 24 898)
,
Assets for continuing operations 205,728 206,302 Employee benefit expense (38,502) (38,686)
(Provisions) / Provisions reversal (701) 614
Assets for discontinued operations - - Other operating expenses (223) (511)
Total Assets 205,728 206,302 (67,998) (63,481)
Shareholders' Equity Gross Net Profit (EBITDA) 10,266 8,198 25.2 %
Share capital 15,701 15,701 Depreciation and amortization (2,870) (2,910)
Treasury shares (371) (490)
Share premium 43,560 43,560 Operating Profit (EBIT) 7,396 5,288 39.9 %
Reserves and retained earnings 33,679 31,206 Financial Gains / (Losses) (390) (341)
Net profit 4,514 2,651
Net Profit before taxes (EBT) 7,006 4,947 41.6 %
Total Shareholders' Equity 97,083 92,628 Income tax expense (1,578) (1,087)
Non-controlling interests 10,752 9,811 Non-controlling interests (914) (380)
Total Equity 107,835 102,439
Attributable Net Profit
Attributable Net Profit
4 514 , 3 480 , 29 7 % .
Liabilities
Non-current borrowings 8,425 10,500
Finance lease liabilities 1,202 1,528
Provisions 2,257 1,721
Deferred income tax liabilities 100 100 Other information:
Other non-current liabilities 70 308
Total Non-Current Liabilities 12,054 14,157 Turnover 108,553 119,128 -8.9 %
Gross margin from sales %
Gross margin from sales
13 2 % . 93% .
Current borrowings 3,909 4,053 EBITDA margin 9.5 % 6.9 %
Trade payables 24,292 26,165 EBT % on Turnover 6.5 % 4.2 %

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

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 2012

(Thousands of Euros)

Business Digital Venture
Solutions IMS TV Capital NOVABASE
Sale of goods 282 21,259 13,828 - 35,369
Cost of goods sold (107) (18,616) (11,974) - (30,697)
G
i ross margin
175 2 643 , 1 854 , - 4 672 ,
Other income - - - - -
Services rendered 50,015 15,233 5,989 1,947 73,184
Supplementary income and subsidies 61 - - 2 63
Other operating income 282 51 11 1 345
50,358 15,284 6,000 1,950 73,592
-
50 533 ,
-
17 927 ,
-
7 854 ,
-
1 950 ,
-
78 264 ,
Other expenses - - - - -
External supplies and services (16,295) (8,090) (3,706) (481) (28,572)
Employee benefit expense (27,281) (6,694) (3,734) (793) (38,502)
(Provisions) / Provisions reversal 31 (199) (533) - (701)
Other operating expenses (106) (96) (11) (10) (223)
-
(43,651)
-
(15,079)
-
(7,984)
-
(1,284)
-
(67,998)
Gross Net Profit (EBITDA) -
6,882
-
2,848
-
(130)
-
666
-
10,266
Depreciation and amortization -
(1,797)
-
(675)
-
(313)
-
(85)
-
(2,870)
Operating Profit (EBIT) 5,085 2,173 (443) 581 7,396
Financial Gains / (Losses) -
(190)
-
(204)
-
(32)
-
36
-
(390)
Net Profit / (Loss) before Taxes (EBT) 4,895 1,969 (475) 617 7,006
Income tax expense -
(894)
-
(663)
-
91
-
(112)
-
(1,578)
Non-controlling interests (692) (76) - (146) (914)
Attributable Net Profit / (Loss) 3,309
-
1,230
-
(384)
-
359
-
4,514
-
Other information :
Turnover 50,297 36,492 19,817 1,947 108,553
EBITDA 6,882 2,848 (130) 666 10,266
EBITDA % on Turnover 13.7% 7.8% -0.7% 34.2% 9.5%
EBT % on Turnover 9.7% 5.4% -2.4% 31.7% 6.5%

30 June 2012 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

# %
Shareholders Shares Capital and
voting
rights
José Afonso Oom Ferreira de Sousa 2,514,947 8.01%
Pedro Miguel Quinteiro Marques de Carvalho 2,170,679 6.91%
Luís Paulo Cardoso Salvado 2,079,592 6.62%
João Nuno da Silva Bento 1,899,799 6.05%
Rogério dos Santos Carapuça 1,884,787 6.00%
Álvaro José da Silva Ferreira 1,370,969 4.37%
Nuno Carlos Dias dos Santos Fórneas 122,757 0.39%
Paulo Jorge de Barros Pires Trigo 50,000 0.16%
Manuel Alves Monteiro 9,000 0.03%
Luís Mira Amaral 6,305 0.02%
João Luís Correia Duque 500 0.00%
Total 12,109,335 38.56%

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

# # %
Shareholders Shares partial Shares Capital and
voting
rights
Partbleu, Sociedade Gestora de Participações Sociais, SA 3,180,444 10.13%
ES TECH VENTURES, SGPS, SA
Espírito Santo Fundo de Pensões, SA
Members of the Corporate Boards
1,792,144
1,050,000
60
Grupo Banco Espírito Santo, SA (pursuant to Article 20/1 of CVM) 2,842,204 9.05%
José Afonso Oom Ferreira de Sousa 2,514,947 8.01%
Pedro Miguel Quinteiro Marques de Carvalho 2,170,679 6.91%
Luís Paulo Cardoso Salvado 2,079,592 6.62%
João Nuno da Silva Bento 1,899,799 6.05%
Rogério dos Santos Carapuça 1,884,787 6.00%
Fernando Fonseca Santos 1,575,020 5.02%
Fundo Santander Acções Portugal
Fundo Santander PPA
Fundo Santander
Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário,
1,413,967
138 786 138,786
SA (pursuant to Article 20/1 of CVM) 1,552,753 4.94%
Álvaro José da Silva Ferreira 1,370,969 4.37%
Caixagest Acções Portugal
Caixagest PPA
209,382
467,332
Caixagest — Técnicas de Gestão de Fundos, SA (pursuant to Article 20/1 of CVM) 676,714 2.16%
IBIM2 Ltd 648,486 2.07%
Total 22,396,394 71.32%

1 Shareholding of each Shareholder corresponds to the last position disclosed to the Company before 30 June 2012.

30 June 2012 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 Time Location Shares Share price
Álvaro José da Silva Ferreira Acquisition 16-02-2012 10:08:04 Euronext Lisbon 20,000 2.17
Nuno Carlos Dias dos Santos Fórneas Acquisition 02-04-2012 - Over-the-Counter 15,405 2.79
Nuno Carlos Dias dos Santos Fórneas Acquisition 02-04-2012 - Over-the-Counter 4,028 2.32
Luís Paulo Cardoso Salvado Acquisition 11-05-2012 16:29:08 Euronext Lisbon 12,500 2.15
Luís Paulo Cardoso Salvado Acquisition 14-05-2012 15:27:15 Euronext Lisbon 14,045 2.13
Luís Paulo Cardoso Salvado Acquisition 15-05-2012 09:50:15 Euronext Lisbon 35,000 2.16
Álvaro José da Silva Ferreira Acquisition 11-05-2012 16:29:08 Euronext Lisbon 12,500 2.15
Álvaro José da Silva Ferreira Acquisition 14-05-2012 15:27:15 Euronext Lisbon 14,046 2.13
Álvaro José da Silva Ferreira Acquisition 15-05-2012 09:50:15 Euronext Lisbon 35,000 2.16
Álvaro José da Silva Ferreira Acquisition 22-06-2012 15:52:34 Euronext Lisbon 100,000 1.91
Total 262,524

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 2,079,592 6.62%
Álvaro José da Silva Ferreira 1,370,969 4.37%
Nuno Carlos Dias dos Santos Fórneas 122,757 0.39%

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 2012 Annex III - Management Report

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 02-04-2012 Over-the-Counter 26,018 2.79
Transfer 02-04-2012 Over-the-Counter 24,539 2.79
Transfer 02-04-2012 Over-the-Counter 24,170 2.79
Transfer 02-04-2012 Over-the-Counter 15,405 2.79
Transfer 02-04-2012 Over-the-Counter 4,348 3.81
Transfer 02-04-2012 Over-the-Counter 4,348 3.81
Transfer 02-04-2012 Over-the-Counter 348 3.81
Transfer 02-04-2012 Over-the-Counter 5,493 3.81
Transfer 02-04-2012 Over-the-Counter 1,831 3.81
Transfer 02-04-2012 Over-the-Counter 24,826 3.68
Transfer 02-04-2012 Over-the-Counter 12,413 3.68
Transfer 02-04-2012 Over-the-Counter 12,413 3.68
Transfer 02-04-2012 Over-the-Counter 12,413 3.68
Transfer 02-04-2012 Over-the-Counter 6,804 2.32
Transfer 02-04-2012 Over-the-Counter 6,417 2.32
Transfer 02-04-2012 Over-the-Counter 6,321 2.32
Transfer 02-04-2012 Over-the-Counter 4,028 2.32
Transfer 02-04-2012 Over-the-Counter 1,137 2.32
Transfer 02-04-2012 Over-the-Counter 1,137 2.32
Transfer 02-04-2012 Over-the-Counter 91 2.32
Transfer 02-04-2012 Over-the-Counter 1,436 2.32
Transfer 02-04-2012 Over-the-Counter 478 2.32
Transfer 02-04-2012 Over-the-Counter 6,493 2.32
Transfer 02-04-2012 Over-the-Counter 3,246 2.32
Transfer 02-04-2012 Over-the-Counter 3,246 2.32
Transfer 02-04-2012 Over-the-Counter 3,246 2.32
Transfer 02-04-2012 Over-the-Counter 3,606 2.32
Transfer 02-04-2012 Over-the-Counter 3,005 2.32
Transfer 02-04-2012 Over-the-Counter 3,606 2.32
Transfer 02-04-2012 Over-the-Counter 10,852 2.32
Transfer 25-05-2012 Over-the-Counter 594 2.07
Transfer 25-05-2012 Over-the-Counter 2,971 2.07
Transfer 25-05-2012 Over-the-Counter 155 2.07
Transfer 25-05-2012 Over-the-Counter 777 2.07
Total 238,211

At 31 December 2011, Novabase S.G.P.S. held 980,527 own shares, representing 3.12% of its share capital.

During 1st half 2012, the company transferred 238,211 own shares at the average price of 2.95 euros.

Own shares transfers were used in the settlement of acquisitions to non-controlling interests occurred in 2008 and in 2010 and as bonuses to employees.

At 30 June 2012, Novabase S.G.P.S. held 742,316 own shares, representing 2.36% of its share capital.

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Condensed Consolidated Accounts 1st half 2012

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

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INDEX

I. 2012 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 5
● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2012 6
● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2012 7
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2012 8
● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2012 9
Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2012 10
Note 1. General information 10
Note 2. Significant accounting policies 10
Note 3. Critical accounting estimates and judgements 11
Note 4. Seasonality 11
Note 5. Segment information 11
Note 6 Note 6. Business
Business combinations
11
Note 7. Property, plant and equipment and intagible assets 12
Note 8. Deferred income tax assets and liabilities 12
Note 9. Trade and other receivables 13
Note 10. Cash and cash equivalents 14
Note 11. Reserves and retained earnings 14
Note 12. Non-controlling interests 14
Note 13. Borrowings 14
Note 14. Provisions 15
Note 15 Note 15. Trade and other payables
Trade and other
16
Note 16. Other gains/(losses) - net 16
Note 17. Income tax expense 16
Note 18. Earnings per share 17
Note 19. Related-party transactions 17
Note 20. Contingencies 17
Note 21. Events after the reporting period 18
Note 22. Note added for translation 18
II. SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS 19
Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of
other group companies 21

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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2012

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

(Amounts expressed in thousands of Euros)
Note 30.06.12 31.12.11
Assets
Non-Current Assets
Property, plant and equipment 7 7,693 9,000
Intangible assets 7 30,335 31,127
Investments in associates 1,809 1,621
Available-for-sale financial assets 165 165
Deferred income tax assets 8 11,980 12,387
Other non-current assets 30 -
Total Non-Current Assets 52,012 54,300
Current Assets
Inventories 6,776 6,909
Trade and other receivables 9 80,127 92,830
Accrued income 19,902 16,414
Income tax receivable 2,633 3,211
Derivative financial instruments 178 245
Other current assets 8,042 5,236
Available-for-sale financial assets 9,953 -
Cash and cash equivalents
Cash and cash
Total Current Assets
10 26 105 ,
153,716
27 157 ,
152,002
Assets for discontinued operations - -
Total Assets 205,728 206,302
Equity
Share capital 15,701 15,701
Treasury shares (371) (490)
Sh
i are premium
43 560 , 43 560 ,
Reserves and retained earnings
Profit for the period
11 33,679
4,514
31,206
2,651
Total Equity attributable to owners of the parent 97,083 92,628
Non-controlling interests 12 10,752 9,811
Total Equity 107,835 102,439
Liabilities
Non-Current Liabilities
Borrowings 13 9,627 12,028
Provisions 14 2,257 1,721
Deferred income tax liabilities 8 100 100
Other non-current liabilities 70 308
Total Non-Current Liabilities 12,054 14,157
Current Liabilities
Borrowings 13 5,010 5,279
Trade and other payables 15 57,999 60,935
Income tax payable 33 17
Derivative financial instruments 243 461
Deferred income and other current liabilities 22,209 22,669
Total Current Liabilities 85,494 89,361
Liabilities for discontinued operations 345 345
T t l Li biliti
Total Liabilities
97 893 , 103 863 103,863
Total Equity and Liabilities 205,728 206,302

THE ACOUNTANT THE BOARD OF DIRECTORS

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

Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2012

(Amounts expressed in thousands of Euros)
6 M * 3 M *
Note 30.06.12 30.06.11 30.06.12 30.06.11
Sales 5 35,369 52,551 16,946 26,740
Services rendered 5 73,184 66,577 37,937 33,087
Cost of sales (30,697) (47,690) (13,487) (24,464)
External supplies and services (28,572) (24,898) (16,859) (13,496)
Employee benefit expense (38,502) (38,686) (18,854) (19,044)
Other gains/(losses) - net 16 (516) 344 (676) 524
Depreciation and amortisation (2,870) (2,910) (1,419) (1,501)
Operating Profit 7,396 5,288 3,588 1,846
Finance income 2,640 2,187 1,709 1,135
Finance costs (2,888) (2,494) (1,829) (1,511)
Share of (loss)/profit of associates (142) (34) (46) 12
Profit Before Income Tax 7,006 4,947 3,422 1,482
Income tax expense 17 (1,578) (1,087) (757) (324)
Profit for the period 5,428 3,860 2,665 1,158
Other comprehensive income for the period - - - -
Total comprehensive income for the period 5,428 3,860 2,665 1,158
Profit attributable to:
Owners of the parent 4,514 3,480 2,002 1,238
Non-controlling interests 12 914 380 663 (80)
5,428 3,860 2,665 1,158
Total comprehensive income attributable to:
Owners of the parent 4,514 3,480 2,002 1,238
Non-controlling interests 12 914 380 663 (80)
5,428 3,860 2,665 1,158
Earning
p ser share
attributable to owners of the parent (Euros per share)
Basic earnings per share 18 0.15 Euros 0.11 Euros 0.07 Euros 0.04 Euros
Diluted earnings per share 18 0.15 Euros 0.11 Euros 0.07 Euros 0.04 Euros
6 M * - period of 6 months ended
3 M * - period of 3 months ended

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2012

(Amounts expressed in thousands of Euros)

Attributable to owners of the parent
Note Stock Reserves Non
Share Treasury Share Legal options and retained-controlling Total
capital shares premium reserves reserves earnings interests Equity
Balance at 1 January, 2011 15,701 (603) 43,560 2,365 1,076 30,675 5,724 98,498
Total comprehensive income for the period - - - - - 3,480 380 3,860
Transactions with owners
Dividends 11 - - - - - (3,955) - (3,955)
Legal reserve - - - 140 - (140) - -
Treasury shares movements - 113 - - - 625 - 738
Share-based payments - - - - 166 - - 166
Foreign currency translation reserve - - - - - 4 4 8
Transactions with owners - 113 - 140 166 (3,466) 4 (3,043)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - (7) - (7)
Balance at 30 June, 2011 15,701 (490) 43,560 2,505 1,242 30,682 6,108 99,308
Balance at 1 January, 2012 15,701 (490) 43,560 2,505 1,407 29,945 9,811 102,439
Total comprehensive income for the period - - - - - 4,514 914 5,428
Transactions with owners
Dividends 11 - - - - - (920) - (920)
Legal reserve - - - 537 - (537) - -
Treasury shares movements - 119 - - - 584 - 703
Share-based payments (a) - - - - (1,459) 1,459 - -
Share-based payments - - - - 133 - - 133
Foreign currency translation reserve - - - - - 25 27 52
Transactions with owners - 119 - 537 (1,326) 611 27 (32)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - - - -
Balance at 30 June, 2012 15,701 (371) 43,560 3,042 81 35,070 10,752 107,835

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

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2012

(Amounts expressed in thousands of Euros)
6 M * 3 M *
Note 30 06 12 30.06.12 30 06 11 30.06.11 30 06 12 30.06.12 30 06 11 30.06.11
Cash flows from operating activities
Net Cash generated / (used) in operating activities 15,798 396 8,894 (1,625)
Cash flows from investing activities
Receipts:
Proceeds on disposal of subsidiaries and associates - 3 - 3
Loan repayments received from associates 243 414 228 414
Proceeds on disposal of property, plant and equipment
Interest received
Interest received
1
408
-
393
1
204
-
180
652 810 433 597
Payments:
Acquisition of subsidiaries and associates
(460) (338) (460) (264)
Loans granted to associates (1,972) (94) (1,595) -
Purchases of available-for-sale financial assets (9,953) - (9,953) -
Purchases of property, plant and equipment (354) (940) (282) (385)
Purchases of intangible assets (233) (1,290) (182) (1,207)
(12,972) (2,662) (12,472) (1,856)
Net Cash used in investing activities (12,320) (1,852) (12,039) (1,259)
Cash flows from financing activities
Receipts:
Proceeds from borrowings - 2,393 - 2,081
- 2,393 - 2,081
Payments:
Repayments of borrowings (2,219) (1,320) (1,204) (815)
Dividends paid
Dividends
11 (920) (3,955) (3,955) (920) (3,955)
Payment of finance lease liabilities (837) (886) (419) (483)
Interest paid (553) (430) (260) (181)
(4,529) (6,591) (2,803) (5,434)
Net Cash used in financing activities (4,529) (4,198) (2,803) (3,353)
Cash, cash equivalents and bank overdrafts at beginning of period 27,157 27,057 32,032 27,618
Net decrease in cash,
q cash equivalents and bank overdratfs
(,
) 1 051
(,
) 5 654
(,
) 5 948
(,
) 6 237
Effect from exchange rate fluctuations on cash held (1) (29) 21 (7)
Cash, cash equivalents and bank overdrafts at end of period 10 26,105 21,374 26,105 21,374
6 M * - period of 6 months ended

3 M * - period of 3 months ended

THE ACOUNTANT THE BOARD OF DIRECTORS

Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2012

1. General information

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

Novabase is listed on the Euronext Lisbon.

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on July 23, 2012. In the opinion of the Board of Directors these financial statements fairly present the Group operations, as well as its financial position, financial performance and cash flows.

2. Significant accounting policies

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

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

These financial statements have not been audited.

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

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

3. Critical accounting estimates and judgements

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

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

4. Seasonality

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

5. Segment information

Business Digital Venture
Solutions IMS TV Capital NOVABASE
At 30 June 2011
Total segment Sales and services rendered 74,582 52,340 29,414 1,266 157,602
Inter-segment Sales and services rendered 29,936 6,100 1,895 543 38,474
Sales and services rendered 44,646 46,240 27,519 723 119,128
Depreciation and amortisation (1,791) (677) (348) (94) (2,910)
Operating profit/(loss) 3,564 1,668 753 (697) 5,288
Finance costs – net 57 (271) (75) (18) (307)
Share of (loss)/profit of associates (13) - - (21) (34)
Income tax expense (450) (1,577) 873 67 (1,087)
Profit/(Loss) from operations 3,158 (180) 1,551 (669) 3,860
Other information:
(Provisions) / Provisions reversal (53) 520 147 - 614
At 30 June 2012
Total segment Sales and services rendered 83,525 43,226 21,359 2,484 150,594
Inter-segment Sales and services rendered 33,228 6,734 1,542 537 42,041
Sales and services rendered 50,297 36,492 19,817 1,947 108,553
Depreciation and amortisation (1,797) (675) (313) (85) (2,870)
Operating profit/(loss) 5,085 2,173 (443) 581 7,396
Finance costs – net (70) (204) (32) 58 (248)
Share of (loss)/profit of associates (120) - - (22) (142)
Income tax expense (894) (663) 91 (112) (1,578)
Profit/(Loss) from operations 4,001 1,306 (384) 505 5,428
Other information:
(Provisions) / Provisions reversal 31 (199) (533) - (701)

6. Business combinations

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

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

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

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

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

7. Property, plant and equipment and intagible assets

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

Property, plant
Intangible
and equipment assets
Net book value at 1 January 2011 9,836 31,229
Acquisitions / increases 1,957 1,382
Write off's / disposals (71) -
Change in consolidation universe 7 -
Exchange differences (15) -
Depreciation and amortisation (1,691) (1,219)
Net book value at 30 June 2011 10,023 31,392
Net book value at 1 January 2012 9,000 31,127
Acquisitions / increases 540 481
Write off's / disposals (283) -
Change in consolidation universe 27 3
Exchange differences 3 -
Depreciation and amortisation (1,594) (1,276)
Net book value at 30 June 2012 7,693 30,335

8. Deferred income tax assets and liabilities

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

30.06.12 31.12.11
Balance at 1 January 12,387 10,396
Change in consolidation universe 15 19
Reclassifications - (30)
Exchange differences (6) 2
Discontinued operations - 592
Profit or loss charge (416) 1,408
Balance at the end of the period 11,980 12,387

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

30.06.12 31.12.11
Balance at 1 January
Profit or loss charge
100
-
909
(809)
Balance at the end of the period 100 100

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

Tax Tax
Provisions /
Losses Incentives Adjustments Total
Balance at 1 January 2011 2,372 6,350 1,674 10,396
Profit or loss charge (51) 1,340 119 1,408
Reclassifications (30) - - (30)
Change in consolidation universe 19 - - 19
Exchange differences 2 - - 2
Discontinued operations 592 - - 592
Balance at 31 December 2011 2,904 7,690 1,793 12,387
Profit or loss charge (546) 125 5 (416)
Change in consolidation universe 15 - - 15
Exchange differences (6) - - (6)
Balance at 30 June 2012 2,367 7,815 1,798 11,980

9. Trade and other receivables

30.06.12 31.12.11
Trade receivables 70,970 85,608
Allowance for impairment of trade receivables (3,038) (2,854)
67,932 82,754
Prepayments to suppliers 689 546
Employees 272 133
Value added tax 327 650
Receivables from related parties (note 19) 2,356 597
Financial investments disposal 149 146
Receivables from financed projects 3,004 3,040
Capital subscribers of FCR NB Capital Inovação e Internacionalização 3,850 3,850
Other receivables 5,153 4,775
Allowance for impairment of other receivables (3,605) (3,661)
12,195 10,076
80,127 92,830

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

Trade receivables Other receivables Total
30.06.12 31.12.11 30.06.12 31.12.11 30.06.12 31.12.11
Balance at 1 January 2,854 2,012 3,661 3,442 6,515 5,454
Change in consolidation universe 7 62 - - 7 62
Impairment 256 988 - 218 256 1,206
Impairment reversal (4) (208) (55) - (59) (208)
Recovery of bad debts - - - 1 - 1
Exchange differences - - (1) - (1) -
Write off's (75) - - - (75) -
3,038 2,854 3,605 3,661 6,643 6,515

10. Cash and cash equivalents

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

30.06.12 31.12.11
- Cash 39 24
- Short term bank deposits 26,066 27,133
Cash and cash equivalents 26,105 27,157
- Overdrafts - -
26,105 27,157

11. Reserves and retained earnings

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

30.06.12 30.06.11
Payment to shareholders
Remuneration of the treasury shares held by the Company
920
22
3,955
127
942 4,082

12. Non-controlling interests

30.06.12 31.12.11
Balance at 1 January 9,811 5,724
(*)
Change in consolidation universe
- 5,500
Dividends paid by Celfocus to non-controlling interests - (1,800)
Foreign currency translation differences for foreign operations 27 98
Profit attributable to non-controlling interests 914 289
Balance at the end of the period 10,752 9,811

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

13. Borrowings

30.06.12 31.12.11
Non-current
Bank borrowings 8,425 10,500
Finance lease liabilities 1,202 1,528
9,627 12,028
Current
Bank borrowings 3,909 4,053
Finance lease liabilities 1,101 1,226
5,010 5,279
Total borrowings 14,637 17,307

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

30.06.12 31.12.11
6 months or less 1,834 2,269
6 to 12 months 2,075 1,784
3,909 4,053

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

30.06.12 31.12.11
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
3,150
5,275
-
3,650
6,775
75
8,425 10,500
The effective interest rates at the reporting date were as follows:
30.06.12 31.12.11
Bank borrowings
Bank overdrafts
5.320%
N/A
5.359%
N/A
Gross finance lease liabilities – minimum lease payments:
30.06.12 31.12.11
No later than 1 year 1,471 1,672
Between 1 and 5 years 1,557 2,004
3,028 3,676
Future finance charges on finance leases (725) (922)
Present value of finance lease liabilities 2,303 2,754
The present value of finance lease liabilities is analysed as follows:
30.06.12 31.12.11
No later than 1 year 1,101 1,226
Between 1 and 5 years 1,202 1,528
2,303 2,754

14. Provisions

Movements in provisions are analysed as follows:

Legal Other Risks
Warranties Claims and Charges Total
Balance at 1 January 2011 380 484 769 1,633
Additional provisions 198 - 518 716
Reversals (177) (244) (727) (1,148)
Reclassifications 500 - - 500
Change in consolidation universe - - 20 20
Balance at 31 December 2011 901 240 580 1,721
Additional provisions 111 - 860 971
Reversals (160) - (273) (433)
Exchange differences - - (2) (2)
Balance at 30 June 2012 852 240 1,165 2,257

15. Trade and other payables

30.06.12 31.12.11
Trade payables 23,191 24,939
Remunerations, vacations and vacation and Christmas subsidies 11,843 8,147
Restructuring costs not yet paid 441 546
Bonus 6,410 7,442
Ongoing projects 5,178 3,727
Value added tax 4,103 7,263
Social security contributions 1,137 2,026
Income tax withholding 1,030 1,590
Employees 121 288
Prepayments from trade receivables 134 -
Acquisition of financial interests to related parties (note 19) 205 714
Acquisition of financial interest in Evolvespace Solutions 151 86
Other accrued expenses 3,984 4,027
Other payables 71 140
57,999 60,935

16. Other gains/(losses) - net

30.06.12 30.06.11
Impairment and impairment reversal of trade and other receivables (197) (146)
Impairment and impairment reversal of inventories 34 383
Warranties provision 49 25
Provisions for other risks and charges (587) 352
Operating subsidies - 52
Other operating income and expense 185 (322)
(516) 344

17. Income tax expense

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

30.06.12 30.06.11
Profit before income tax 7,006 4,947
Income tax expense at nominal rate (25%) 1,752 1,237
Tax benefit on the net creation of employment for young and long term unemployed people (234) (255)
Provisions and amortisations not considered for tax purposes 104 104
Associates' results reported net of tax 35 8
Autonomous taxation 323 (220)
Losses in companies where no deferred tax is recognised (154) (78)
Expenses not deductible for tax purposes (11) 53
Differential tax rate on companies located abroad 62 (48)
Research & Development tax benefit (469) (4)
Municipal surcharge and State surcharge 99 80
Impairment of Special Payment on Account, tax losses and withholding taxes 70 208
Other 1 2
Income tax expense 1,578 1,087

18. Earnings per share

30.06.12 30.06.11
Weighted average number of ordinary shares in issue 30,539,223 30,331,298
Stock options adjustment - -
Adjusted weighted average number of ordinary shares in issue 30,539,223 30,331,298
Profit attributable to owners of the parent 4,514 3,480
Basic earnings per share (Euros per share) 0.15 Euros 0.11 Euros
Diluted earnings per share (Euros per share) 0.15 Euros 0.11 Euros

19. Related-party transactions

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

i) Key management compensation

30.06.12 30.06.11
2,724 2,335
166
2,857 2,501
30.06.12 31.12.11
- 7
- 7
133

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

Non-current Current (note 15) Total
30.06.12 31.12.11 30.06.12 31.12.11 30.06.12 31.12.11
Novabase Consulting SGPS - - - 306 - 306
Novabase A.C.D. - 78 40 109 40 187
SAF - 32 32 33 32 65
Novabase International Solutions B.V. - 133 133 266 133 399
- 243 205 714 205 957

iv) Other balances with related parties

30.06.12 31.12.11
Loan to Novabase Atlântico, SI, S.A. (associate) 449 550
Loan to Powergrid, Lda (associate) 550 -
(*) Loan to DTV Research, Lda (associate) 1,310 -
Loans to other shareholders 47 47
Receivables from related parties (note 9) 2,356 597

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

20. Contingencies

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

  • It was cancelled the procedures brought forward by the Instituto de Gestão Financeira da Segurança Social to Novabase E.A. regarding the alleged absence of payment of social security contributions in the years 2004, 2005, 2006 and 2007, in the amount of EUR 42 thousand and EUR 20 thousand.
  • Court procedure brought against Novabase S.G.P.S. and Novabase Capital, under which the plaintiff claims the payment of EUR 905 thousand, plus interests accrued until full payment, as well as the payment of the damages it suffered in a value yet to be established within the procedure. Final ruling has been issued by the Court which was totally in favour of the defendants. The Plaintiff has filed an appeal on the decision. The Appeals Court decided in favour of Novabase, wherein the plaintiff filed an appeal to the Supreme Court of Justice. The procedure awaits decision on this appeal.

  • It was cancelled the procedure brought forward by the Instituto de Gestão Financeira da Segurança Social to Novabase Business Solutions S.A. regarding the alleged absence of payment of social security contributions in the years 2004, 2005, 2006 and 2007, in the amount of EUR 131 thousand.

  • The claims brought forward by the Instituto de Gestão Financeira da Segurança Social to NBO regarding the alleged absence of payment of social security contributions (in the amount of EUR 85 thousand and EUR 438 thousand) were cancelled.
  • It was cancelled the procedure brought forward by the Instituto de Gestão Financeira da Segurança Social to Octal regarding to alleged absence of payment of social security contributions in the years 2006 to 2010, in the amount of EUR 20 thousand.
  • The judge issued final ruling in the procedure brought forward by a shareholder of a Manchete where Fundo Capital Risco NB Capital (which is managed by the subsidiary Novabase Capital) is co-defendant in which the Plaintiff was claiming violation of the Shareholders Agreement and requested (i) payment of a compensation in the amount of EUR 446 thousand in lieu of remunerations he would have received for the remaining period that the Shareholders Agreement would remain in force; (ii) an amount equal to 8.5% of company results before tax related to the years 2010 and further until final decision on the proceeding is issued; (iii) that the defendants were ordered to buy the plaintiff's shares for the price of EUR 750 thousand. The judge issued final ruling in favour of the Defendants, considering that the Plaintiff had not observed certain essential contractual formalities before bringing the issue to Court.
  • IMS has filed insolvency procedure against Alfasom, claiming credits in the amount of approximately EUR 88 thousand. Creditor's Assembly will take place on September 10.

21. Events after the reporting period

Novabase reorganizes its Digital TV business

With the aim of maximizing synergies between all of its businesses, Novabase has decided to reorganize its Digital TV operations. Solutions geared toward TV operators will therefore be included in the Infrastructures & Managed Services (IMS) business. These businesses have similar operations and maturity levels and therefore their integration will lead to an increase in overall efficiency. The System-in-Package (SIP) solutions, however, will be transferred to the Venture Capital business. These offers, strongly supported by R&D and intellectual property investments, will find the appropriate platform for their future development in Novabase Capital, including creation of strategic partnerships and international distribution channels. These changes will come into force at the start of the second half of 2012. Accordingly, Novabase will disclose its results for Business Solutions, Infrastructures & Managed Services and Venture Capital as of the third quarter.

22. Note added for translation

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

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
31.12.11
Transactions Number of
shares held
by Board
Members at
30.06.12
% of shares
held by
Board
Members at
30.06.12
Novabase S.G.P.S., S.A. 15,700,697 € 31,401,394 11,796,811 312,524 12,109,335 38.6%
José Afonso Oom Ferreira de Sousa 2,514,947 0 2,514,947 8.0%
Pedro Miguel Quinteiro Marques de Carvalho 2,170,679 0 2,170,679 6.9%
Luís Paulo Cardoso Salvado 2,018,047 61,545 2,079,592 6.6%
João Nuno da Silva Bento 1,899,799 0 1,899,799 6.1%
Rogério dos Santos Carapuça 1,884,787 0 1,884,787 6.0%
Álvaro José da Silva Ferreira 1,189,423 181,546 1,370,969 4.4%
Nuno Carlos dos Santos Fórneas 103,324 19,433 122,757 0.4%
Paulo Jorge de Barros Pires Trigo 0 50,000 50,000 0.2%
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%
Forward, S.A. 250,000 € 250,000 100,000 0 100,000 40.0%
Miguel Leite Fragoso 50,000 0 50,000 20.0%
Nuno Baião dos Santos 50,000 0 50,000 20.0%
Manchete, S.A. 150,000 € 150,000 37,501 0 37,501 25.0%
Mª de Fátima da Silva Rebelo 37,501 0 37,501 25.0%
FeedZai, S.A. 90,000 € 9,000,000 5,359,615 190,385 5,550,000 61.7%
Nuno Jorge da Cruz Sebastião 1,700,000 0 1,700,000 18.9%
Paulo Jorge Pimenta Marques 1,700,000 0 1,700,000 18.9%
Pedro Gustavo Santos Rodrigues Bizarro 1,700,000 0 1,700,000 18.9%
Pedro Miguel Quinteiro Marques de Carvalho 259,615 190,385 450,000 5.0%
PowerGrid, Lda 450,000 € 450,000 50,000 0 50,000 11.1%
Nelson David Ferreira Teodoro 50,000 0 50,000 11.1%

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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 2012, 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 23, 2012

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

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

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

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

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

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

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

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

Paulo Jorge de Barros Pires Trigo (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)

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

João Luís Correia Duque (Non-Executive Member, Independent, Member of the Audit Committee) (Page left intentionally blank) À

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