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Novabase SGPS

Interim / Quarterly Report Aug 29, 2011

1943_ir_2011-08-29_7be262d3-ec82-4383-ac94-5a98bcfe9758.pdf

Interim / Quarterly Report

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REPORT AND ACCOUNTS - 1ST HALF 2011

I - Management Report

  • 1. Key Indicators Evolution
  • 2. Short Summary of the Activity
  • 3. Stock Performance
  • 4. Outlook 2011

II - Consolidated Financial Statements

III - Annexes to the Management Report

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

IV - Consolidated Accounts

V - Statement of Compliance

Consolidated Results 6M11

Privileged Information July 28, 2011

Highlights:

Turnover: 119.1 M€ (122.8 M€ in 6M10)

EBITDA: 8.2 M€ (11.6 M€ in 6M10)

Net Profit: 3.5 M€ (7.2 M€ in 6M10)

Net Cash: 13.5 M€ (21.1 M€ in 12M10)

Message from the CEO - Luís Paulo Salvado

"We set as priorities for 2011 international growth and the preservation of our position in the domestic market. Novabase's results in the first half of 2011 show that we are on the right track in terms of internationalization, but that our domestic business performance is below what we anticipated, due to the worsening of economic conditions in Portugal in recent months.

Turnover was 119 M€, 3% below the amount registered in the same period of the prior year. International growth was significant but failed to compensate for the decrease of the business in the domestic market. Still, outside of Portugal we operated in over 30 countries and grew an impressive 68%. Our international business now accounts for nearly 18% of the total business. In services we also had a positive performance, with an increase of 5%.

On the other hand, EBITDA reached 8.2 M€, a decrease of 30% compared to the same period of last year. This degradation of margin, in part already anticipated from the costs associated to internationalization, is due to the tremendous competitive pressure that continues to affect mainly the product components.

Net Profit stood at 3.5 M€, a 51% decrease compared to the same period of the prior year, primarily penalized by financial results. Cash generation was negative in 7.6 M€, 4 M€ of which were allocated to the dividend paid in June.

Given the significant deterioration in the economic environment in Portugal and the uncertainties as to its evolution, and based on the results now presented, we decided to downgrade our Guidance for 2011. Thus, the new Guidance indicates a Turnover of around 230 M€, with an EBITDA between 14 and 17 M€.

Despite the difficulties that we know that lie ahead, we will remain committed to the priorities outlined for 2011. We will continue to focus on international growth, allocating significant resources to this priority, and to give our best to preserve the domestic business. We feel confident that, in the medium term, this path will maximize the creation of value for the company."

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€)

EBITDA (M€)

EBITDA above the linearized revised annual Guidance of 14-17 M€ and 6.7%: +5.8% above the middle of the range (+0.1 points %).

Net Profit (M€)

Earnings per share (EPS) in 6M11 reached 0.11 euros per share, registering a decrease towards the EPS from the previous year of 0.24 euros per share.

From EBITDA to Net Profit 6M11 Vs 6M10 (M€)

Financial Results reached a net negative value of 0.3 M€, below the net positive value of 0.5 M€ registered in the same period of the prior year, especially due to the recording in 6M11 of foreign exchange gains below those recorded in 6M10 (0.03 M€ which compares to 0.9 M€).

Cash use of 7.6 M€, considering dividends payment, investment in working capital and some acquisitions.

Net cash

In the 6M11, Novabase shows a negative performance in cash generation, although without use of factoring since 6M09. Novabase ended the 6M11 with 13.5 M€ in net cash, which compares to 21.1 M€ in the 12M10.

However, it is to be noted that this cash amount reflects the payment of dividends in the amount of 4.0 M€.

2. Short Summary of the Activity

The first half of 2011 was marked by a worsening of the macroeconomic environment in Portugal, which has affected investments in both the public and private sector. The consequences of the economic crisis showed more intensely and led to a degradation of the operating performance of Novabase.

Novabase's management was focused on internationalization and the development of new industries, continuing the effort to maintain the position in the domestic market and to mitigate the conjunctural effects.

In this semester a new offer structure was defined which is even more differentiated and closer to the needs of our customers. Novabase's activity is now structured around six industries (Telecoms & Media, Financial Services, Government & Healthcare, Energy & Utilities, Aerospace & Transportation and Manufacturing & Services) and aggregated into four business areas (Business Solutions - BS, Infrastructures & Managed Services - IMS, Digital TV - DTV - and Venture Capital - VC).

Business Solutions now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services (application outsourcing area) previously considered within Novabase IMS. The table below shows the Turnover and EBITDA for 2009 and 2010 included in Novabase IMS, which moved to the perimeter of Business Solutions in 2011:

Ticketing & Managed Services 6M09 6M10
Turnover (M€) 4.104 4.181
EBITDA (M€) 0.457 0.234

The company's activity in the first half of 2011 was also marked by new strategic partnerships and entries on new businesses.

Noteworthy is the partnership that Novabase established with Microsoft, under which the two companies will now deliver a joint offering of productivity solutions for large enterprises, in a cloud computing model. Also, Novabase signed a partnership with FICO (American multinational company specialising in decision support and predictive information analysis technology) to provide top solutions for decision support in Portugal.

Also in the first half of 2011, Novabase strengthened its focus on the Aerospace industry with acquisition of 100% stake in Evolvespace Solutions, which majority business is international in countries such as Germany, UK, France and Italy.

With regard to Venture Capital, it was decided to establish a new venture capital fund 'Novabase Capital Inovação e Internacionalização', up to a total of 11.36 M€. The referred fund will have two specific provisions, with a contribution from the COMPETE Program of 5.0 M€ and the POR Lisboa Program (focused on the Early Stage phase) of 0.5 M€. This initiative is integrated in the NSRF and is cofinanced by the European Union via the ERDF.

Investment in Evolvespace Solutions fits into the internationalization and growth strategy for the Aerospace & Transportation industry.

Investment in Feedzai reinforces the focus on innovative national companies, with strong perspectives of international growth.

Additionally, Novabase announced an investment of 330 thousand euros in FeedZai, being the first project for the new Venture Capital Fund of Novabase. FeedZai was incorporated in 2008 at the University of Coimbra, and it's a Spin-Off of the Carnegie Mellon University - Portugal program, in which Novabase participates as reference industrial partner and co-financier. Financing is made jointly with the venture capital company Ventures ES (Espirito Santo Group). Of the total invested by Novabase, 163.37 thousand euros will come from the COMPETE program, integrated in the NSRF and financed by the European Union via the ERDF.

The percentage breakdown of Turnover and EBITDA by the different businesses, in the 6M11, is as follows:

4.9% rise in services, in line with Novabase strategic orientation to increase the added value of its offers.

International business increased 68.4%, reflecting a strong focus on markets outside Portugal.

Of the overall Turnover generated in 6M11, the services rendered represents 55.9%, which compares to 51.7% in 6M10.

Of the 119.1 M€ Turnover, 17.6% is generated outside Portugal, that is 21.0 M€, which compares to the 12.5 M€ registered in 6M10.

Turnover by geography 6M10

Turnover by geography 6M11

Business outside Portugal generated in the Business Solutions area increased to 16.2% of the respective invoicing. In the IMS business area, international sales in 6M11 increased to 22.0% of the respective invoicing. The Digital TV area increased its international business, which represents 13.7% of the respective invoicing.

Average number of

support the services

growth.

Novabase had on average, in the 6M11, 2,125 employees, which represents an increase of 9.0% compared to the 6M10 (1,950) and of 6.1% compared to FY10 (2,003).

Employee breakdown by business area, in 6M11, is as follows:

2.1. Business Solutions

Turnover Business Solutions (M€)

BS evolution reflects the conjunctural pressure on prices and, occasionally, the reduction in the allocation rates.

2.2. Infrastructures & Managed Services

IMS evolution is mainly due to the pressure on prices, despite the growth in services and international sales. This area should be analysed for more extended periods of time.

2.3. Digital TV

Turnover Digital TV (M€)

DTV evolution reflects the pressure on prices in the product sales component in Portugal, partially offset by the international business growth and by the execution of projects with higher added value. This area should be analysed for more extended periods of time.

EBITDA Digital TV (M€)

2.4. Venture Capital

Global Turnover in this area reached 0.7 M€, which represents a decrease of 54.3% compared to 6M10.

Venture Capital EBITDA in 6M11 decreased 330.7% year on year (from -0.1 M€ to -0.6 M€), reaching an EBITDA margin of -83.4%.

3. Stock Performance

Novabase share price in 6M11 lost 5.2%, comparing to a 3.5% loss in the PSI20 Index and a 0.1% loss in the EuroStoxx Technology Index.

In this period, a dividend of 0.13€/share was distributed.

Novabase and the Market

to the performance of the subsidiary Collab.

VC results are primarily due

Excluding the dividends payment, the depreciation of Novabase share price would be 0.7%.

When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance in 6M11 was in line with the values of the average performance of other IT.

Novabase and other TMT

Average upside of 66.1%, according to the analysts that cover Novabase.

The average price target disclosed by the analysts that cover Novabase is 4.57 euros, with unanimous recommendation to buy.

Rotation in 6M11 represented 10.7% of the capital and 3.4 million shares were traded, below the values that have occurred in 6M10 (rotation of 13.1% of the capital and 4.1 million shares traded).

Summary 2Q11 1Q11 4Q10 3Q10 2Q10
Minimum price (€) 2.58 2.66 2.79 3.17 3.34
Maximum price (€) 3.10 3.21 3.37 3.46 4.45
Volume weighted average price (€) 2.80 2.96 3.05 3.30 3.91
Closing price at the end of the Quarter (€) 2.75 3.10 2.90 3.20 3.44
Nr. of shares traded 1,491,268 1,883,117 1,948,307 1,000,218 2,194,905
Market cap in the last day (M€) 86.4 97.3 91.1 100.5 108.0

4. Outlook 2011

This half-year results reflect Novabase' strategic options in internationalization and development of new industries. International growth was expressive, but a substantial degradation of the operating profit occurred given the current context of recession in the domestic market.

Novabase informed the market of the review of Guidance for the year 2011, which is now:

  • Turnover of 230 M€
  • EBITDA between 14 and 17 M€

This decision was based on the significant worsening of economic conditions in Portugal, with the consequent impact on results of 6M11, and the uncertainty as to the conjuncture evolution.

Novabase maintains as priorities for 2011 international growth and the preservation of its position in the domestic market.

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 June 2011 for the period of 6 months ended 30 June 2011

30.06.11 31.12.10 30.06.11 30.06.10
(Th
(Thousands of Euros)
d
f E
)
(Th
d
(Thousands of Euros)
f E
)
Assets
Tangible assets 10,023 9,836 Sale of goods 52,551 59,307
Intangible assets 31,392 31,229 Cost of goods sold (47,690) (51,820)
Financial investments 1,893 1,697
Deferred income tax assets 10,553 10,396 Gross margin 4,861 7,487
Other non-current assets 72 69
Other income
Total Non-Current Assets 53,933 53,227 Services rendered 66,577 63,489
S
upplementary income
l
t
i
101 365
Inventories 8,353 10,403 Other operating income 140 74
Trade debtors and accrued income 103,628 92,432
Other debtors and prepaid expenses 13,537 12,100 66,818 63,928
Derivative financial instruments 345 197
Cash and cash equivalents 21,919 28,088 71,679 71,415
Total Current Assets 147,782 143,220 Other expenses
External supplies and services (24,898) (22,927)
Assets for continuing operations
Assets for continuing operations
201 715 201,715 196 447 196,447 Employee benefit expense
Employee benefit expense
(38 686) (38,686) (36 916) (36,916)
(Provisions) / Provisions reversal 614 461
Assets for discontinued operations 65 49 Other operating expenses (511) (385)
Total Assets 201,780 196,496 (63,481) (59,767)
Shareholders' Equity Gross Net Profit (EBITDA) 8,198 11,648
Share capital 15,701 15,701 Depreciation and amortization (2,910) (2,627)
Treasury shares (490) (603)
Share premium 43,560 43,560 Operating Profit (EBIT) 5,288 9,021
Reserves and retained earnings 30,949 21,063 Financial Gains / (Losses) (341) 463
Net profit 3,480 13,053 Net Profit before taxes (EBT) 4,947 9,484
Total Shareholders' Equity 93,200 92,774 Income tax expense (1,087) (1,888)
Non-controlling interests 6,108 5,724 Non-controlling interests (380) (445)
Total Equity 99,308 98,498
Liabilities Attributable Net Profit 3,480 7,151
Non-current borrowings 6,004 6,200
Finance lease liabilities 1,896 1,679
Provisions 1,276 1,633
Deferred income tax liabilities 100 909 Other information:
Other non-current liabilities 308 927
Total Non-Current Liabilities 9,584 11,348 Turnover 119,128 122,796
EBITDA margin 6.9 % 9.5 %
Current borrowings
Current borrowings
5 067 , 4 272 , EBT % on Turnover
EBT % on
42% . 77% .
Trade payables 29,427 20,183 Net profit % on Turnover 2.9 % 5.8 %
Other creditors and accruals 36,888 38,290
Derivative financial instruments 199 353
Deferred income 20,584 22,807
Total Current Liabilities 92,165 85,905
Total Liabilities for cont. operations 101,749 97,253
Total Liabilities for discont. operations 723 745
Total Liabilities 102,472 97,998
Total Equity and Liabilities 201,780 196,496
Net Cash 13,544 21,115
30.06.11 31.12.10 30.06.11 30.06.10 Var. %
(Th
(Thousands of Euros)
d
f E
)
(Th
(Thousands of Euros)
d
f E
)
Assets
Tangible assets 10,023 9,836 Sale of goods 52,551 59,307
Intangible assets 31,392 31,229 Cost of goods sold (47,690) (51,820)
Financial investments 1,893 1,697
Deferred income tax assets 10,553 10,396 Gross margin 4,861 7,487 -35.1 %
Other non-current assets 72 69
Other income
Total Non-Current Assets 53,933 53,227 Services rendered 66,577 63,489
S
upplementary income
l
t
i
101 365
Inventories 8,353 10,403 Other operating income 140 74
Trade debtors and accrued income 103,628 92,432
Other debtors and prepaid expenses 13,537 12,100 66,818 63,928
Derivative financial instruments 345 197
Cash and cash equivalents 21,919 28,088 71,679 71,415
Total Current Assets 147,782 143,220 Other expenses
External supplies and services (24,898) (22,927)
Assets for continuing operations
Assets for continuing operations
201 715 201,715 196 447 196,447 Employee benefit expense
Employee benefit expense
(38 686) (38,686) (36 916) (36,916)
(Provisions) / Provisions reversal 614 461
Assets for discontinued operations 65 49 Other operating expenses (511) (385)
Total Assets 201,780 196,496 (63,481) (59,767)
Shareholders' Equity Gross Net Profit (EBITDA) 8,198 11,648 -29.6 %
Share capital 15,701 15,701 Depreciation and amortization (2,910) (2,627)
Treasury shares (490) (603)
Share premium 43,560 43,560 Operating Profit (EBIT) 5,288 9,021 -41.4 %
Reserves and retained earnings 30,949 21,063 Financial Gains / (Losses) (341) 463
Net profit 3,480 13,053
Net Profit before taxes (EBT) 4,947 9,484 -47.8 %
Total Shareholders' Equity 93,200 92,774 Income tax expense (1,087) (1,888)
Non-controlling interests 6,108 5,724 Non-controlling interests (380) (445)
Total Equity 99,308 98,498
Attributable Net Profit 3,480 7,151 -51.3 %
Liabilities
Non-current borrowings 6,004 6,200
Finance lease liabilities 1,896 1,679
Provisions 1,276 1,633
Deferred income tax liabilities 100 909 Other information:
Other non-current liabilities 308 927
Total Non-Current Liabilities 9,584 11,348 Turnover 119,128 122,796 -3.0 %
EBITDA margin 6.9 % 9.5 %
Current borrowings
Current borrowings
5 067 , 4 272 , EBT % on Turnover
EBT % on
42% . 77% .
Trade payables 29,427 20,183 Net profit % on Turnover 2.9 % 5.8 %
Other creditors and accruals 36,888 38,290
Derivative financial instruments 199 353
Deferred income 20,584 22,807
Total Current Liabilities 92,165 85,905
Total Liabilities for cont. operations 101,749 97,253
Total Liabilities for discont. operations 723 745
Total Liabilities 102,472 97,998

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 2011

(Thousands of Euros)

Business Digital Venture
Solutions IMS TV Capital NOVABASE
Sale of goods
Cost of goods sold
565
(335)
32,580
(28,976)
19,406
(18,379)
-
-
52,551
(47,690)
Gross margin 230 3,604 1,027 - 4,861
Other income - - - - -
Services rendered 44,081 13,660 8,113 723 66,577
Supplementary income and subsidies 93 - - 8 101
Other operating income 79 41 20 - 140
44,253 13,701 8,133 731 66,818
-
44,483
-
17,305
-
9,160
-
731
-
71,679
Other expenses - - - - -
External supplies and services (12,063) (8,353) (4,219) (263) (24,898)
Employee benefit expense (26,852) (6,905) (3,868) (1,061) (38,686)
(Provisions) / Provisions reversal (53) 520 147 - 614
Other operating expenses (160) (222) (119) (10) (511)
-
(39,128)
-
-
(14,960)
-
-
(8,059)
-
-
(1,334)
-
-
(63,481)
-
Gross Net Profit (EBITDA) 5,355 2,345 1,101 (603) 8,198
Depreciation and amortization -
(1,791)
-
(677)
-
(348)
-
(94)
-
(2,910)
Operating Profit (EBIT) 3,564 1,668 753 (697) 5,288
Financial Gains / (Losses) -
44
-
(271)
-
(75)
-
(39)
-
(341)
Net Profit / (Loss) before Taxes (EBT) 3,608 1,397 678 (736) 4,947
Income tax expense -
(450)
-
(1,577)
-
873
-
67
-
(1,087)
Non-controlling interests (549) (11) - 180 (380)
Attributable Net Profit / (Loss) 2,609
-
(191)
-
1,551
-
(489)
-
3,480
-
Other information :
Turnover 44,646 46,240 27,519 723 119,128
EBITDA 5,355 2,345 1,101 (603) 8,198
EBITDA % on Turnover 12.0% 5.1% 4.0% -83.4% 6.9%

EBT % on Turnover 8.1% 3.0% 2.5% -101.8% 4.2%

30 June 2011 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 1,918,040 6.11%
Rogério dos Santos Carapuça 1,884,787 6.00%
João Nuno da Silva Bento 1,799,793 5.73%
Álvaro José da Silva Ferreira 953,100 3.04%
Nuno Carlos Dias dos Santos Fórneas 103,324 0.33%
Manuel Alves Monteiro 9,000 0.03%
Luís Mira Amaral 6,305 0.02%
João Luís Correia Duque 500 0.00%
Total 11,360,475 36.18%

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
1,157,395
100
G
Grupo Banco Espírito Santo, SA (pursuant to Article 20/1 of
B
E
í it
S
t
SA (
t t
A ti l
20/1
f CVM)
2 949 639
2,949,639
9 39%
9.39%
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 1,918,040 6.11%
Rogério dos Santos Carapuça 1,884,787 6.00%
João Nuno da Silva Bento 1,799,793 5.73%
Fernando Fonseca Santos 1,575,020 5.02%
Fundo Santander Acções Portugal
Fundo Santander PPA
Fundo Santander Acç
p ões Europa
Fundo Santander Selecção Acções
1,234,775
191,663
79,128
65,000
Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário,
SA (pursuant to Article 20/1 of CVM)
1,570,566 5.00%
Álvaro José da Silva Ferreira 953,100 3.04%
Caixagest Acções Portugal
Caixagest PPA
Caixagest — Técnicas de Gestão de Fundos, SA (pursuant to Article 20/1 of CVM)
209,382
467,332
676,714 2.16%
Total 21,193,729 67.49%

1 Shareholding of each Shareholder corresponds to the last position disclosed to the Company before 30 June 2011.

30 June 2011 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
Nuno Carlos Dias dos Santos Fórneas Acquisition 30-03-2011 - Over-the-Counter 15,405 2.94
Nuno Carlos Dias dos Santos Fórneas Acquisition 13-04-2011 - Over-the-Counter 2,389 2.96
Nuno Carlos Dias dos Santos Fórneas Acquisition 18-05-2011 - Over-the-Counter 4,513 2.90
Total 22,307

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
Nuno Carlos Dias dos Santos Fórneas 103,324 0.33%

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 2011 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 28-03-2011 Over-the-Counter 26,018 2.94
Transfer 28-03-2011 Over-the-Counter 24,539 2.94
Transfer 28-03-2011 Over-the-Counter 24,170 2.94
Transfer 28-03-2011 Over-the-Counter 15,405 2.94
Transfer 28-03-2011 Over-the-Counter 4,312 3.83
Transfer 28-03-2011 Over-the-Counter 4,312 3.83
Transfer 28-03-2011 Over-the-Counter 2,173 3.83
Transfer 28-03-2011 Over-the-Counter 5,493 3.83
Transfer 28-03-2011 Over-the-Counter 1,831 3.83
Transfer 28-03-2011 Over-the-Counter 24,826 3.71
Transfer 28-03-2011 Over-the-Counter 12,413 3.71
Transfer 28-03-2011 Over-the-Counter 12,413 3.71
Transfer 28-03-2011 Over-the-Counter 12,413 3.71
Transfer 13-04-2011 Over-the-Counter 4,035 2.96
Transfer 13-04-2011 Over-the-Counter 3,806 2.96
Transfer 13-04-2011 Over-the-Counter 3,749 2.96
Transfer 13-04-2011 Over-the-Counter 2,389 2.96
Transfer 13-04-2011 Over-the-Counter 669 3.83
Transfer 13-04-2011 Over-the-Counter 669 3.83
Transfer 13-04-2011 Over-the-Counter 337 3.83
Transfer 13-04-2011 Over-the-Counter 852 3.83
Transfer 13-04-2011 Over-the-Counter 284 3.83
Transfer 13-04-2011 Over-the-Counter 3,850 3.74
Transfer 13-04-2011 Over-the-Counter 1,925 3.74
Transfer 13-04-2011 Over-the-Counter 1,925 3.74
Transfer 13-04-2011 Over-the-Counter 1,925 3.74
Transfer 18-05-2011 Over-the-Counter 6,447 2.90
Transfer 18-05-2011 Over-the-Counter 4,513 2.90
Transfer 18-05-2011 Over-the-Counter 5,364 2.90
Transfer 18-05-2011 Over-the-Counter 6,447 2.90
Transfer 18-05-2011 Over-the-Counter 5,926 2.90
Transfer 18-05-2011 Over-the-Counter 686 2.90
Total 226,116

At 31 December 2010, Novabase S.G.P.S. held 1,206,643 own shares, representing 3.84% of its share capital.

During 1st half 2011, the company transferred 226,116 own shares at the average price of 3.26 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 2011, Novabase S.G.P.S. held 980,527 own shares, representing 3.12% of its share capital.

(Page left intentionally blank)

Condensed Consolidated Interim Financial Statements 1st half 2011

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

(Page left intentionally blank)

INDEX

I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June
2011
5
● Condensed Consolidated Interim Statement of Financial Position as at 30 June 2011
● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2011
6
7
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2011 8
● Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2011 9
● Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2011 10
Note 1. General information 10
Note 2. Significant accounting policies 10
Note 3. Critical accounting estimates and judgements 12
Note 4. Seasonality 12
Note 5. Segment information
Note 6. Business combinations
Business
12
12
Note 7. Property, plant and equipment and intagible assets 13
Note 8. Deferred income tax assets and liabilities 14
Note 9. Trade and other receivables 14
Note 10. Cash and cash equivalents 15
Note 11. Reserves and retained earnings 15
Note 12. Non-controlling interests 15
Note 13. Borrowings 16
Note 14. Provisions 17
Note 15 Note 15. Trade and other payables
Trade and other
Note 16. Other gains/(losses) - net
17
17
Note 17. Income tax expense 18
Note 18. Earnings per share 18
Note 19. Related-party transactions 18
Note 20. Contingencies 19
Note 21. Events after the reporting period 20
Note 22. Note added for translation 20
II. SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED INTERIM
SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED
FINANCIAL INFORMATION

Opinion of the Audit Committee on the Consolidated Financial Information

Limited Review Report on the Consolidated Half Year Information
21
23
25
III. SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS 27

Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of
ot e g oup co
her group companies
pa es
29
9

(Page left intentionally blank)

I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2011

Condensed Consolidated Interim Statement of Financial Position as at 30 June 2011

(Amounts expressed in thousands of Euros)
Note 30.06.11 31.12.10
Assets
Non-Current Assets
Property, plant and equipment 7 10,023 9,836
Intangible assets 7 31,392 31,229
Investments in associates 1,642 1,676
Available-for-sale financial assets 251 21
Deferred income tax assets 8 10,553 10,396
Other non-current assets 72 69
Total Non-Current Assets 53,933 53,227
Current Assets
Inventories 8,353 10,403
Trade and other receivables 9 85,710 83,285
Accrued income 23,126 14,035
Income tax receivable 2,233 3,378
Derivative financial instruments 345 197
Other current assets 6,096 3,834
Cash and cash equivalents 10 21,919 28,088
Total Current Assets 147,782 143,220
Assets for discontinued operations 65 49
Total Assets 201,780 196,496
Equity
Share capital 15,701 15,701
Treasury shares (490) (603)
Share premium 43,560 43,560
R
Reserves and retained earnings
d
ti
d
i
11 30 949 , 21 063 ,
Profit for the period 3,480 13,053
Total Equity attributable to owners of the parent 93,200 92,774
Non-controlling interests 12 6,108 5,724
Total Equity 99,308 98,498
Liabilities
Non-Current Liabilities
Borrowings 13 7,900 7,879
Provisions 14 1,276 1,633
Deferred income tax liabilities 8 100 909
Other non-current liabilities 308 927
Total Non-Current Liabilities 9,584 11,348
Current Liabilities
Borrowings 13 6,240 5,333
Trade and other payables 15 65,123 57,101
Income tax payable 19 311
Derivative financial instruments 199 353
Deferred income and other current liabilities 20,584 22,807
Total Current Liabilities 92,165 85,905
Liabilities for discontinued operations 723 745
Total Liabilities 102,472 97,998
Total Equity and Liabilities 201,780 196,496
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 2011

(Amounts expressed in thousands of Euros)

6 M * 3 M * (Unaudited)
Note 30.06.11 30.06.10 30.06.11 30.06.10
Sales 5 52,551 59,307 26,740 32,660
Services rendered 5 66,577 63,489 33,087 32,133
Cost of sales (47,690) (51,820) (24,464) (28,990)
External supplies and services (24,898) (22,927) (13,496) (12,057)
Employee benefit expense (38,686) (36,916) (19,044) (18,486)
Other gains/(losses) - net 16 344 515 524 221
Depreciation and amortisation (2,910) (2,627) ( 1 501) ( 1 432)
Operating Profit
Operating Profit
5 288 , 9 021 , 1 846 , 4 049 ,
Finance income 2,187 4,451 1,135 2,535
Finance costs (2,494) (3,978) (1,511) (2,470)
Share of (loss)/profit of associates (34) (10) 12 8
Profit Before Income Tax 4,947 9,484 1,482 4,122
Income tax expense 17 (1,087) (1,888) (324) (733)
Profit for the period
Profit for the period
3,860 7,596 1,158 3,389
Other comprehensive income for the period - - - -
Total comprehensive income for the period 3,860 7,596 1,158 3,389
Profit attributable to:
Owners of the parent 3,480 7,151 1,238 3,129
Non-controlling interests 12 380 445 (
) 80
260
3,860 7,596 1,158 3,389
Total comprehensive income attributable to:
Owners of the parent 3,480 7,151 1,238 3,129
Non-controlling interests 12 380 445 (80) 260
3,860 7,596 1,158 3,389
Earnings per share
attributable to owners of the parent (Euros per share)
Basic earnings per share 18 0.11 Euros 0.24 Euros 0.04 Euros 0.10 Euros
Diluted earnings per share 18 0.11 Euros 0.24 Euros 0.04 Euros 0.10 Euros

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 2011

(Amounts expressed in thousands of Euros)

Attributable to owners of the parent
Note Share
capital
Treasury
shares
Share
premium
Legal
reserves
Stock
reserves
Reserves
options and retained-controlling
earnings
Non
interests
Total
Equity
Balance at 1 January, 2010 15,701 (723) 49,213 1,558 379 27,370 5,644 99,142
Total comprehensive income for the period - - - - - 7,151 445 7,596
Transactions with owners
Share capital reduction (5,652) - - - - 217 - (5,435)
Share capital increase 5,652 - (5,652) - - - - -
Dividends to equity holders 11 - - - - - (9,662) - (9,662)
Legal reserve - - - 807 - (807) - -
Treasury shares movements - 120 - - - 816 - 936
Share-based payments - - - - 284 - - 284
Changes in consolidation universe - - - - - - 176 176
Foreign currency translation reserve - - - - - 32 34 66
Transactions with owners - 120 (5,652) 807 284 (9,404) 210 (13,635)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests 12 - - - - - (549) (742) (1,291)
Balance at 30 June, 2010 15,701 (603) 43,560 2,365 663 24,568 5,557 91,811
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 to equity holders 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

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2011

(Amounts expressed in thousands of Euros)
6 M * 3 M * (Unaudited)
Note 30.06.11 30.06.10 30.06.11 30.06.10
Cash flows from operating activities
Net Cash generated / (used) in operating activities 396 1,459 (1,625) (3,349)
Cash flows from investing activities
Receipts:
Proceeds on disposal of subsidiaries and associates 3 - 3 -
Cash of Novabase Angola consolidated for the 1st time - 349 - 349
Loan repayments received from associates 414 - 414 -
Interest received 393 121 180 28
810 470 597 377
Payments:
Acquisition of subsidiaries and associates (338) (430) (264) (430)
Loans granted to associates (94) (185) - (120)
Purchases of property, plant and equipment (940) (1,447) (385) (781)
Purchases of intangible assets (1,290) (1,599) (1,207) (826)
(2,662) (3,661) (1,856) (2,157)
Net Cash used in investing activities (1,852) (3,191) (1,259) (1,780)
Cash flows from financing activities
Receipts:
Proceeds from borrowings 2,393 - 2,081 -
2,393 - 2,081 -
Payments:
Repayments of borrowings (1,320) (771) (815) (47)
Dividends paid 11 (3,955) (9,662) (3,955) (9,662)
Payment of finance lease liabilities (886) (864) (483) (455)
Interest paid (430) (227) (181) (69)
(6,591) (11,524) (5,434) (10,233)
Net Cash used in financing activities (4,198) (11,524) (3,353) (10,233)
Cash, cash equivalents and bank overdrafts at beginning of period 27,057 24,026 27,618 26,132
Net decrease in cash, cash equivalents and bank overdratfs (5,654) (13,256) (6,237) (15,362)
Effect from exchange rate fluctuations on cash held (29) 67 (7) 67
Cash, cash equivalents and bank overdrafts at end of period 10 21,374 10,837 21,374 10,837

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 2011

1. General information

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

In the first half of 2011, a new offer structure was defined which is even more differentiated and closer to the needs of the customers, aggregated into four business areas:

(i) Business Solutions - now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services (application outsourcing area) previously considered within Novabase IMS.

(ii) Infrastructures & Managed Services (IMS)

(iii) Digital TV

(iv) Venture Capital

Novabase is listed on the Euronext Lisbon.

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on July 25, 2011. 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 2011 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 2010, 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).

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2010, 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 2011.

Standards and interpretations that became effective as of 1 January 2011:

IAS 32 (amendment), 'Financial instruments: Presentation – classification of rights issue'. This amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. If such rights are issued pro rata to an Entity's existing shareholders for a fixed amount of any currency, it is considered a transaction with shareholders and classified as equity. Otherwise, it should be accounted for as derivative liabilities. This amendment does not have impact on the Group's financial statements.

IFRS 1 (amendment), 'First time adoption of IFRS'. This amendment provides first-time adopters with the same transition provisions as included in the amendment to IFRS 7 - 'Financial Instruments: Disclosures', according to which, existing IFRS preparers were granted relief from presenting comparative information for fair value new three-level classification disclosures required by IFRS 7, if comparative period end before 31 December 2009. This amendment does not have impact on the Group's financial statements, as Novabase is already reporting under IFRSs.

IAS 24 (amendment), 'Related party disclosure'. The amended standard removes the general disclosure requirements for Government-related entities, being mandatory the disclosure of the relationship with the Government and any significant transaction occurred with the Government or other Government-related entities. Additionally, related party definition was amended to eliminate inconsistencies in identification and disclosures of related parties. This amendment does not have impact on the Group's financial statements.

Annual Improvements to IFRSs – 2010, generally effective for annual periods beginning on or after 1 January 2011. The 2010 annual improvements affects: IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34 and IFRIC 13. These improvements were adopted by the Group, when applicable, not resulting in significant impacts on the Group's financial statements.

IFRIC 14 (amendment), 'IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction'. IFRIC 14 clarifies that when asset surplus is a consequence of voluntary prepayments done on account of future minimum funding contribution, the surplus can be recognised as an asset. This interpretation has no impact on Group's financial statements.

IFRIC 19, 'Extinguishing financial liabilities with equity instruments'. This interpretation clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished through the debtor issuing its own equity instruments (shares) to the creditor. A gain or loss is recognised in the profit and loss account based on the fair value of the equity instruments compared to the carrying amount of the debt. Simple reclassification of debt amount to equity is not allowed.

New standards and amendments to existing standards, that although have been published, are only mandatory for annual periods beginning on or after 1 July 2011:

IFRS 1 (amendment), 'First time adoption of IFRS' (effective for annual periods beginning on or after 1 July 2011). This amendment is still subject to endorsement by European Union. This amendment creates an additional exemption when an entity that has been subject to severe hyperinflation presents for the first time, financial statements in accordance with IFRSs. The exemption allows an entity to elect to measure certain assets and liabilities at fair value; and to use that fair value as the deemed cost in the opening IFRS statement of financial position. Another change refers to the replacement of references to a fixed date with "the date of transition to IFRS" for retrospective adoption exemptions. This amendment will not have an impact on the Group's financial statements.

IFRS 7 (amendment), 'Financial instruments: Disclosures - transfers of financial assets' (effective for annual periods beginning on or after 1 July 2011). This amendment is still subject to endorsement by European Union. This amendment requires greater transparency in the reporting of asset's transfer transactions, regarding risk exposures and the effect of those risks on an entity's financial position, particularly those involving securitisation of financial assets. This amendment will not have an impact on the Group's financial statements.

IAS 12 (amendment), 'Income taxes' (effective for annual periods beginning on or after 1 January 2012). This amendment is still subject to endorsement by European Union. This amendment requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale, except for the investment properties measured at fair value model. The amendments also incorporate into IAS 12 the guidance previously contained in SIC 21, which is accordingly withdrawn. This amendment will not have an impact on the Group's financial statements.

IAS 1 (amendment), 'Presentation of financial statements' (effective for annual periods beginning on or after 1 July 2012). This amendment is still subject to endorsement by European Union. This amendment changes the disclosure of items presented in other comprehensive income (OCI), requiring entities to separate items in OCI on whether or not they may be recycled to profit or loss in the future and the related tax amount if OCI items presented before tax. This amendment will not have an impact on the Group's financial statements.

IFRS 9 (new), 'Financial instruments - classification and measurement' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 9 refers to the first part of financial instruments new standard and comprises two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss. The Group will apply IFRS 9 in the period it becomes effective.

IFRS 10 (new), 'Consolidated financial statements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 10 replaces all the guidance on control and consolidation in IAS 27 and SIC 12, changing the definition of control and the criteria applied to determine control. The core principal that a consolidated entity presents a parent and its s bsidiaries as a single entit remain nchanged The Gro p ill appl IFRS 10 in the period it becomes effecti e subsidiaries as a single entity remain unchanged. The Group will apply IFRS 10 in the period it becomes effective.

IFRS 11 (new), 'Joint arrangements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 11, focus on the rights and obligations of the arrangements rather than its legal form. Joint arrangements can be Joint operations (rights to the assets and obligations) or Joint ventures (rights to net assets, applying equity method). Proportional consolidation of joint venture is no longer allowed. The Group will apply IFRS 11 in the period it becomes effective.

IFRS 12 (new), 'Disclosure of interest in other entities' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. This standard sets out the required disclosures for all forms of interests in other entities, including joint arrangements, associates and special purpose vehicles, to allow the evaluation of the nature, risks and financial effects associated with entity's interests. An entity can provide any or all of the disclosures without having to apply IFRS 12 in its entirety or IFRS 10 or 11, or amended IAS 27 or 28. The Group will apply this standard in the period it becomes effective.

IFRS 13 (new), 'Fair value measurement and disclosure' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IFRS 13 aims to improve consistency by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The Group will apply this standard in the period it becomes effective.

IAS 27 (revised 2011), 'Separate financial statements' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IAS 27 was revised after the issuance of IFRS 10 and contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when the entity prepares separate financial statements. The Group will apply this standard in the period it becomes effective.

IAS 28 (revised 2011), 'Investments in associates and joint ventures' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to endorsement by European Union. IAS 28 was revised after the issuance of IFRS 11 and prescribes the accounting for investments in associates and sets out the requirements for the application of equity method. The Group will apply this standard in the period it becomes effective.

IAS 19 (amendment), 'Employee benefits' (effective for annual periods beginning on or after 1 January 2013). This amendment is still subject to endorsement by European Union. This amendment makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits and to the disclosures for all employee benefits. Actuarial gains and losses are recognised immediately, and only in OCI (no corridor approach allowed). Finance cost for funded benefit plans are calculated on a net funding basis. The Group will apply this standard in the period it becomes effective.

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 2010.

4. Seasonality

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

5. Segment information

In the first half of 2011, a new offer structure was defined aggregated into four business areas: (i) Business Solutions (BS); (ii) Infrastructures & Managed Services (IMS); (iii) Digital TV and (iv) Venture Capital. BS segment now includes the business of Novabase Consulting and the areas of Ticketing and Managed Services previously considered in IMS segment.

The table below shows the amounts of Ticketing and Managed Services areas, included in IMS segment for the period ended 30 June 2010, which moved into Business Solutions segment in 2011.

Ticketing & Business Ticketing &
Consulting (*)Managed Serv. Solutions IMS (*) Managed Serv. IMS
At 30 June 2010
Sales and services rendered 41,392 4,181 45,573 51,752 (4,181) 47,571
Operating profit/(loss) 4,660 89 4,749 3,807 (89) 3,718
Finance costs – net 30 (26) 4 195 26 221
Share of (loss)/profit of associates (10) - (10) - - -
Income tax expense (1,292) 224 (1,068) (917) (224) (1,141)
Profit/(Loss) from operations 3,388 287 3,675 3,085 (287) 2,798

(*) Amounts disclosed in the Report and Accounts for the 1st half of 2010.

The segment results presented below consider the new internal reporting organization, with the comparable values in the prior periods represented.

Business Digital Venture
Solutions IMS TV Capital Novabase
At 30 June 2010
Sales and services rendered 45,573 47,571 28,070 1,582 122,796
Operating profit/(loss) 4,749 3,718 727 (173) 9,021
Finance costs – net 4 221 262 (14) 473
Share of (loss)/profit of associates (10) - - - (10)
Income tax expense (1,068) (1,141) 231 90 (1,888)
Profit/(Loss) from operations 3,675 2,798 1,220 (97) 7,596
At 30 June 2011
Sales and services rendered 44,646 46,240 27,519 723 119,128
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

6. Business combinations

In April 2011, the Group acquired 100% of the share capital of Evolvespace Solutions, Lda, a company incorporated in 2004 dedicated to providing aerospace services, and which majority business is international in countries such as Germany, UK, France and Italy, with the purpose of strengthening its focus on the Aerospace & Transportation industry and increase its international presence. This company was included in consolidation by full method, and affecting Business Solutions segment.

The total consideration of EUR 251 thousand corresponds to an initial investment of EUR 100 thousand, paid in cash, and to a contingent consideration of EUR 151 thousand to be paid in 2012 and 2013, depending on future goals to be achieved by the subsidiary in terms of operating performance.

The goodwill arising from this acquisition, of EUR 92 thousand, is attributable mainly to access to the highly skilled workforce of Evolvespace Solutions in that market.

The Group incurred in an acquisition-related cost of EUR 2 thousand. These costs are related to the due diligence process and have been recognised in the statement of comprehensive income, under 'External supplies and services' heading.

The revenue and profit of Evolvespace Solutions from the acquisition date to 30 June 2011 included in the consolidated financial statements and consolidated profit, amount to EUR 110 thousand and EUR 26 thousand, respectively. If Evolvespace Solutions had been consolidated since 1 January 2011, the Group estimates that total consolidated revenues would increase by EUR 127 thousand and the consolidated profit would decrease by EUR 60 thousand.

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

Apr-11
Consideration
Cash 100
Contingent consideration 151
Total consideration 251
Fair value
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment 7
Trade and other receivables 349
Trade and other payables (183)
Provisions (20)
Borrowings (13)
Deferred income tax assets 19
Total identifiable net assets 159
Goodwill 92
251

7. Property, plant and equipment and intagible assets

During the periods ended at 30 June 2011 and 30 June 2010, the movements in the net book value of property, plant and equipment and intagible assets, were as follows: g

Property, plant Intangible
and equipment assets
Net book value at 1 January 2010 8,721 28,778
Acquisitions / increases 2,469 1,843
Write off's / disposals (125) -
Transfers - (172)
Depreciation and amortisation (1,657) (970)
Net book value at 30 June 2010 9,408 29,479
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

8. Deferred income tax assets and liabilities

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

30.06.11 31.12.10
Balance at 1 January 10,396 8,341
Change in consolidation universe 19 -
Transfers - (12)
Exchange differences (20) 9
Profit or loss charge 158 2,058
Balance at the end of the period 10,553 10,396
The movement in the deferred income tax liabilities was as follows:
30.06.11 31.12.10
Balance at 1 January 909 100
Profit or loss charge (809) 809
Balance at the end of the period 100 909

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 2010 3,314 3,414 1,613 8,341
Profit or loss charge (939) 2,936 61 2,058
Transfers (12) - - (12)
Exchange differences 9 - - 9
Balance at 31 December 2010 2,372 6,350 1,674 10,396
Profit or loss charge (50) 374 (166) 158
Change in consolidation universe 19 - - 19
Exchange differences (20) - - (20)
Balance at 30 June 2011 2,321 6,724 1,508 10,553

9. Trade and other receivables

30.06.11 31.12.10
Trade receivables 82,535 80,409
Allowance for impairment of trade receivables (2,033) (2,012)
80,502 78,397
Prepayments to suppliers 912 537
Employees 144 73
Value added tax 271 693
Receivables from related parties (note 19) 459 753
Financial investments disposal 149 150
Receivables from financed projects 2,714 2,113
Other receivables 4,188 4,011
Allowance for impairment of other receivables (3,629) (3,442)
5,208 4,888
85,710 83,285

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

Trade receivables Other receivables Total
30.06.11 31.12.10 30.06.11 31.12.10 30.06.11 31.12.10
Balance at 1 January 2,012 3,452 3,442 3,755 5,454 7,207
Change in consolidation universe 62 - - - 62 -
Impairment 21 203 187 29 208 232
Impairment reversal (62) (1,033) - (216) (62) (1,249)
Transfers - 79 - 32 - 111
Recovery of bad debts - 16 - - - 16
Write off's - (705) - (158) - (863)
2,033 2,012 3,629 3,442 5,662 5,454

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:

30.06.11 31.12.10
- Cash 30 7
- Short term bank deposits 21,889 28,081
Cash and cash equivalents 21,919 28,088
- Overdrafts (545) (1,031)
21,374 27,057

11. Reserves and retained earnings

In the annual General Meeting of Shareholders held on 5 May 2011, it was approved the payment of dividends to shareholders in the amount of EUR 4,082 thousand, corresponding to 0.13 Euros per share. The payment ocurred in June.

30.06.11 30.06.10
Payment to shareholders 3,955 9,662
Remuneration of the treasury shares held by the Company 127 386
4,082 10,048

12. Non-controlling interests

30.06.11 31.12.10
Balance at 1 January 5,724 5,644
Transactions with non-controlling interests - (742)
Changes in consolidation universe (*) - 173
Foreign currency translation differences for foreign operations 4 10
Profit attributable to non-controlling interests 380 639
Balance at the end of the period 6,108 5,724

(*) In 2010, NBASIT - Sistema de Informação e Telecomunicações, S.A. (Angola) was incorporated.

13. Borrowings

30.06.11 31.12.10
Non-current
Bank borrowings 6,004 6,200
Finance lease liabilities 1,896 1,679
7,900 7,879
Current
Bank borrowings 5,067 4,272
Finance lease liabilities 1,173 1,061
6,240 5,333
Total borrowings 14,140 13,212

The periods in which the current bank borrowings will be paid and negotiated with different conditions are as follows:

30.06.11 31.12.10
6 months or less 3,512 3,097
6 to 12 months 1,555 1,175
5,067 4,272
The maturity of non-current bank borrowings is as follows:
30.06.11 31.12.10
Between 1 and 2 years 2,879 2,450
Between 2 and 5 years 2,925 3,600
Over 5 years 200 150
6,004 6,200
The effective interest rates at the reporting date were as follows:
30.06.11 31.12.10
Bank borrowings 5.080% 4.299%
Bank overdrafts
Bank
1 445%
1.445%
1 568%
1.568%
Gross finance lease liabilities – minimum lease payments:
30.06.11 31.12.10
No later than 1 year 1,636 1,526
Between 1 and 5 years 2,507 2,264
4,143 3,790
Future finance charges on finance leases (1,074) (1,050)
Present value of finance lease liabilities 3,069 2,740
The present value of finance lease liabilities is analysed as follows:
30.06.11 31.12.10
No later than 1 year 1,173 1,061
Between 1 and 5 years 1,896 1,679
3,069 2,740

14. Provisions

Movements in provisions are analysed as follows:

Legal Other Risks
Warranties Claims and Charges Total
Balance at 1 January 2010 790 499 956 2,245
Additional provisions 178 - 425 603
Used during the year (588) (15) (612) (1,215)
Balance at 31 December 2010 380 484 769 1,633
Additional provisions 65 - 245 310
Used during the period (90) - (597) (687)
Changes in consolidation universe - - 20 20
Balance at 30 June 2011 355 484 437 1,276

15. Trade and other payables

30.06.11 31.12.10
Trade payables 28,254 19,122
Remunerations, vacations and vacation and Christmas subsidies 11,721 8,240
Bonus 6,735 10,160
Ongoing projects 3,636 3,008
Value added tax 6,168 6,954
Social security contributions 1,171 1,954
Income tax withholding 1,039 1,391
Employees 48 181
Prepayments from trade receivables 28 24
Acquisition of financial interests 800 683
Other accrued expenses 4,636 4,524
Other payables 887 860
65,123 57,101

16. Other gains/(losses) - net

30.06.11 30.06.10
Impairment and impairment reversal of trade and other receivables (146) 428
Impairment and impairment reversal of inventories 383 (118)
Warranties provision 25 292
Legal claims provision - 15
Provisions for other risks and charges 352 (156)
Operating subsidies 52 290
Other operating income and expense (322) (236)
344 515

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:

30.06.11 30.06.10
Profit before income tax 4,947 9,484
Income tax expense at nominal rate (25%) 1,237 2,371
Tax benefit on the net creation of employment for young and long term unemployed people (255) (184)
Provisions and amortisations not considered for tax purposes 104 109
Associates' results reported net of tax 8 3
Autonomous taxation (220) 281
Losses in companies where no deferred tax is recognised (78) (65)
Expenses not deductible for tax purposes 53 142
Differential tax rate on companies located abroad (48) -
Research & Development tax benefit (4) (1,089)
Municipal surcharge and State surcharge 80 230
Impairment of Special Payment on Account and tax losses 208 97
Other 2 (7)
Income tax expense 1,087 1,888

18. Earnings per share

30.06.11 30.06.10
Weighted average number of ordinary shares in issue 30,331,298 30,082,427
Stock options adjustment - 42,706
Adjusted weighted average number of ordinary shares in issue 30,331,298 30,125,133
Profit attributable to owners of the parent 3,480 7,151
Basic earnings per share (Euros per share) 0.11 Euros 0.24 Euros
Diluted earnings per share (Euros per share) 0.11 Euros 0.24 Euros

19. Related-party transactions

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

The transactions with related parties below identified were performed at arm's length, and are detailed as follows:

i) Sales of goods and services rendered

30.06.11 30.06.10
BES Group 5,383 6,659
5,383 6,659
ii) Purchases of goods and services
30.06.11 30.06.10
BES Group 356 216
356 216
iii) Key management compensation
30.06.11 30.06.10
Salaries and other short-term employee benefits
Stock options granted
2,335
166
4,125
284
2,501 4,409

iv) Balances arising from purchases / sales of goods and services

30.06.11 31.12.10
Receivables from related parties
BES Group 2,072 3,835
2,072 3,835
Payables from related parties
BES Group 34 68
34 68
v) Acquisition of financial interests to related parties
30.06.11 31.12.10
Acquisitions to former shareholders of Novabase Infraestruturas, SGPS 7 214
Acquisitions to former shareholders of Novabase Digital TV, S.A. - (246)
Acquisitions to former shareholders of Novabase International Solutions B.V. - 1,093
7 1,061

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

Non-current Current Total
30.06.11 31.12.10 30.06.11 31.12.10 30.06.11 31.12.10
Novabase Consulting SGPS - 306 306 307 306 613
Novabase A.C.D. 78 157 109 78 187 235
SAF 32 65 33 32 65 97
Novabase International Solutions B.V. 133 399 266 266 399 665
243 927 714 683 957 1,610

vii) Other balances with related parties

30.06.11 31.12.10
Loan to Mind 259 259
Loan to Forward 22 22
Loan to Novabase Atlântico 131 450
L
Loans to other shareholders
t
th
h
h ld
47 22
Receivables from related parties (note 9) 459 753
Provisions for loans granted to related parties (259) (259)
200 494
viii) Bank deposits and finance investments (including overdrafts)
30.06.11 31.12.10

BES Group 11,351 14,227

20. Contingencies

Given the disclosed in the annual financial statements for the year 2010, the significant changes in the judicial processes are the following:

  • The claim brought forward by Instituto de Gestão Financeira da Segurança Social against Celfocus regarding the alleged absence of payment of social security contributions (in the amount of EUR 61 thousand) was closed, with the cancellation of almost all the amounts allegedly missing and the payment of 100 Euros.
  • NBO has been served with a claim brought forward by the Instituto de Gestão Financeira da Segurança Social regarding the alleged absence of payment of social security contributions for the months of January, February and March 2010, in the amount of EUR 439 thousand. The company has filed opposition regarding the allegations demonstrating compliance with applicable laws, payment of all amounts due and providing documents to that respect, as well as the prescription of amounts allegedly owed. The procedure awaits decision by the competent organism (Centro Distrital da Segurança Social de Lisboa).

21. Events after the reporting period

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

22. Note added for translation

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

II. SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION CONDENSED CONSOLIDATED INTERIM FINANCIAL

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À

Audit Committee

Opinion of the Audit Committee on the Consolidated Financial Information

(Free translation from the original version in Portuguese)

Dear Shareholders,

Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code and nº of Article 508-D of the same code, we now present a brief summary of our supervisory activities, together with our opinion on the half year Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the 6 month period ended 30 June 2011.

Over the course of this period the Audit Committee held 5 formal meetings and several informal meetings to supervise the following:

  • Company management, in terms of compliance with the law, the memorandum of association and other regulations in force, as well as in relation to management activities, policies pursued and the transparency, diligence and credibility of conduct;
  • The efficacy of risk management systems and internal control and auditing activities; and
  • Mechanisms, procedures and activities employed in preparing and disclosing financial information and reviewing the accuracy of the accounting documentation and accounting policies used by the Company, to ensure that these entail an accurate assessment of the Company's financial status and results.

Audit Committee

Under the powers given to us, we have confirmed that:

  • The Consolidated Report accurately, clearly and fully reflects the most significant aspects of the Company's business and financial situation; similarly, all existing risks of both an operational and financial nature have been duly identified; and
  • The Consolidated Financial Statements and corresponding Annex truly and fairly reflect the Company's financial situation.

Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Statutory Auditors on the Limited Review Report which deserved our agreement, it is our opinion that:

  • The half year Report be approved;
  • The Consolidated Financial Statements be approved.

Lisbon, 17th August 2011

The Audit Committee

Luis Mira Amaral (Chairman)

Manuel Alves Monteiro (Member)

João Luís Duque (Member)

III. 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
31.12.10
Transactions Number of
shares held
by Board
Members at
30.06.11
% of shares
held by
Board
Members at
30.06.11
Novabase S.G.P.S., S.A. 15,700,697 € 31,401,394 11,338,168 22,307 11,360,475 36.2%
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 1,918,040 0 1,918,040 6.1%
Rogério dos Santos Carapuça 1,884,787 0 1,884,787 6.0%
João Nuno da Silva Bento 1,799,793 0 1,799,793 5.7%
Álvaro José da Silva Ferreira 953,100 0 953,100 3.0%
Nuno Carlos dos Santos Fórneas 81,017 22,307 103,324 0.3%
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 3 0 3 0.0%
Paulo Jorge Barros Pires Trigo 1 0 1 0.0%
Francisco Manuel Martins Pereira do Valle 1 0 1 0.0%
José Afonso Oom Ferreira de Sousa 1 0 1 0.0%
COLLAB – Sol. I. Com. e Colab., S.A. 61,333 € 61,333 3,750 0 3,750 6.1%
Pedro Cabrita Quintas 3,750 0 3,750 6.1%
Forward, S.A. 250,000 € 250,000 200,000 0 150,000 60.0%
Bernardo Gomes Pinto 50,000 0 50,000 20.0%
Carlos Costa Brito (*) 50,000 0 N/A -
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%

(*) Ceases to belong to the Corporate Boards.

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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 2011, 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 25, 2011

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)

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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