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Novabase SGPS

Quarterly Report Nov 25, 2011

1943_10-q_2011-11-25_8a7eda80-d2b4-4b7b-b010-4c460ad5724d.pdf

Quarterly Report

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REPORT AND ACCOUNTS - 3RD QUARTER 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 - Condensed Consolidated Accounts

Consolidated Results 9M11

Privileged Information

November 8, 2011

Highlights:

Turnover: 172.6 M€ (179.5 M€ in 9M10)

EBITDA: 11.7 M€ (16.6 M€ in 9M10)

Net Profit: 4.7 M€ (9.3 M€ in 9M10)

Net Cash: 3.1 M€ (21.1 M€ in 12M10)

Message from the CEO - Luís Paulo Salvado

"The accumulated results as of September confirm the trends we had already observed in the first half of the year and are in line with the revised guidance for 2011.

Turnover decreased 4% compared to the same period of last year, strongly penalized by the contraction of business in Portugal and in the product component. On the other hand, the international business grew an impressive 44%, already accounting for nearly 19% of the total business, and services also maintained a positive path.

EBITDA decreased 30% compared to the same period of last year, maintaining the trend of the first semester. This degradation of margin, in part already anticipated from the costs associated to internationalization, was aggravated by intense competitive pressure which affected mainly the profitability in product sales.

Net Profit was about half of that obtained in the same period last year, primarily penalized by financial results. The degradation of the DSO (Days Sales Outstanding) indicator largely explains the consumption, since the beginning of the year, of 12.2 M € in cash, excluding dividends.

The results now disclosed clearly show that internationalization is on track and the business in Portugal is having a performance below the expected.

To face the increasingly challenging context, it is essential we continue to focus on international growth, and simultaneously to improve our domestic competitiveness. Until the end of 2011 we are focused on achieving these goals in order to begin next year with a renewed ambition."

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 in line with the linearized annual Guidance.

EBITDA (M€)

EBITDA in line with the linearized annual Guidance of 14-17 M€ and 6.7%.

Net Profit (M€)

Earnings per share (EPS) in 9M11 reached 0.15 euros per share, registering a decrease of 51.6% towards the EPS from the previous year of 0.31 euros per share.

The Financial Results reached a net negative value of 0.7 M€, below the net positive value of 0.01 M€ registered in the same period of the prior year, especially due to the foreign exchange differences recorded (-0.06 M€ in 9M11 which compares to 0.8 M€in 9M10).

In the 9M11, Novabase shows a negative performance in cash generation, although without use of factoring since 6M09. Novabase ended the 9M11 with 3.1 M€ in net cash, which compares to 21.1 M€ in the 12M10.

On June 6th 2011, Novabase paid its annual dividend amounting to 4.0 M€ (0.13€/share). Additionally, this quarter, occurred the payment of 1.8 M€ to Noncontrolling interests.

Cash use of 12.2 M€ (excluding the dividends paid to Shareholders and Non-controlling interests) for investment in working capital and some acquisitions.

Results 9M11 Page 3 of 9 .

2. Short Summary of the Activity

The first nine months of 2011 were marked by a worsening of the macroeconomic environment, which 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.

A new offer structure was implemented, which is more differentiated and closer to the needs of our customers. Novabase's activity is 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 9M09 9M10
Turnover (M€) 6.000 5.529
EBITDA (M€) 0.747 0.606

The company's activity in the nine months of 2011 was also marked by new strategic partnerships and entry 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.

This quarter, Novabase was distinguished by its activity in several technologies and services. To be noted, the worldwide acknowledgment as Partner of the Year by Microsoft, for excellence in innovation, and awards by Cisco in the Datacenter, Video and Avant Garde areas.

Also in the nine months of 2011, Novabase strengthened its focus on the Aerospace industry with acquisition of 100% stake in Evolvespace Solutions, which majority of 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 ES Ventures (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 9M11, is as follows:

1.2% rise in services, in line with Novabase strategic orientation to increase the added value of its offers.

International business increased 44.0%, reflecting a strong focus on markets outside Portugal.

Of the overall Turnover generated in 9M11, the services rendered represents 56.7%, which compares to 53.9% in 9M10.

Of the 172.6 M€ Turnover, 18.7% is generated outside Portugal, that is 32.3 M€, which compares to the 22.4 M€ registered in 9M10.

Turnover by geography 9M10

Turnover by geography 9M11

Business outside Portugal generated in the Business Solutions area increased to 16.6% of the respective invoicing (13.6% in 9M10). Also, in the IMS business area, the international business in 9M11 increased to 22.5% (13.4% in 9M10) and in the Digital TV area increased to 16.6% (6.2% in 9M10).

Novabase had on average, in the 9M11, 2,120 employees, which represents an increase of 7.4% compared to the 9M10 (1,974) and of 5.8% compared to FY10 (2,003).

Employee breakdown by business area, in 9M11, is as follows:

Average Number of Employees

2.1. Business Solutions

Turnover Business Solutions (M€)

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

2.2. Infrastructures & Managed Services

IMS evolution is mainly due to the pressure on prices, despite the growth in services (+5.3%) and international sales (+53.1%).

EBITDA IMS (M€)

2.3. Digital TV

Turnover Digital TV (M€)

DTV evolution reflects the international business growth (~3x), despite the pressure on prices in the product sales component.

EBITDA Digital TV (M€)

2.4. Venture Capital

Global Turnover in this area reached 1.0 M€, which represents a decrease of 55.8% compared to 9M10.

Venture Capital EBITDA in 9M11 decreased, year on year, from -0.002 M€ to -1.0 M€, reaching an EBITDA margin of -100.3%.

3. Stock Performance

Novabase share price in 9M11 lost 15.5%, comparing to a 22.4% loss in the PSI20 Index and a 15.8% loss in the EuroStoxx Technology Index.

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

Novabase and the Market

When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance in 9M11 was above the average performance of other IT.

to the performance of the subsidiary Collab.

VC results are primarily due

Excluding the dividends payment, the depreciation of Novabase share price would be 11.2%.

Average upside of 66.7%, according to the analysts that cover Novabase.

The average price target disclosed by the analysts that cover Novabase is 4.08 euros, with unanimous recommendation to buy.

Rotation in 9M11 represented 14.8% of the capital and 4.7million shares were traded, below the values that have occurred in 9M10 (rotation of 16.3% of the capital and 5.1 million shares traded).

Summary 3Q11 2Q11 1Q11 4Q10 3Q10
Minimum price (€) 2.26 2.58 2.66 2.79 3.17
Maximum price (€) 2.75 3.10 3.21 3.37 3.46
Volume weighted average price (€) 2.55 2.80 2.96 3.05 3.30
Closing price at the end of the Quarter (€) 2.45 2.75 3.10 2.90 3.20
Nr. of shares traded 1,284,390 1,491,268 1,883,117 1,948,307 1,000,218
Market cap in the last day (M€) 76.9 86.4 97.3 91.1 100.5

4. Outlook 2011

In July 2011, Novabase informed the market of the annual Guidance:

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

The results now disclosed confirm the trends of the first half of the year and are in line with the Guidance. The internationalization strategy is producing good results. The domestic business, however, is under pressure by the current economic situation.

In this context, we will strengthen the focus on international growth and on improvement of competitiveness in the operations in Portugal. Nevertheless, a high degree of uncertainty regarding the evolution of the macroeconomic conditions still remains.

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 September 2011 for the period of 9 months ended 30 September 2011

30.09.11 31.12.10 30.09.11 30.09.10
(Th
(Thousands of Euros)
d
f E
)
(Th
(Thousands of Euros)
d
f E
)
Assets
Tangible assets 9,543 9,836 Sale of goods 74,634 82,726
Intangible assets 31,279 31,229 Cost of goods sold (67,588) (71,847)
Financial investments 2,247 1,697
Deferred income tax assets 10,702 10,396 Gross margin 7,046 10,879
Other non-current assets - 69
Other income
Total Non-Current Assets 53,771 53,227 Services rendered 97,916 96,726
S
upplementary income
l
t
i
187 675
Inventories 7,895 10,403 Other operating income 233 228
Trade debtors and accrued income 101,410 92,432
Other debtors and prepaid expenses 13,792 12,100 98,336 97,629
Derivative financial instruments 220 197
Cash and cash equivalents 9,587 28,088 105,382 108,508
Total Current Assets 132,904 143,220 Other expenses
External supplies and services (36,111) (36,814)
Assets for continuing operations
Assets for continuing operations
186 675 186,675 196 447 196,447 Employee benefit expense
Employee benefit expense
(57 760) (57,760) (55 619) (55,619)
(Provisions) / Provisions reversal 819 1,011
Assets for discontinued operations 65 49 Other operating expenses (650) (500)
Total Assets 186,740 196,496 (93,702) (91,922)
Shareholders' Equity Gross Net Profit (EBITDA) 11,680 16,586
Share capital 15,701 15,701 Depreciation and amortization (4,459) (4,067)
Treasury shares (490) (603)
Share premium 43,560 43,560 Operating Profit (EBIT) 7,221 12,519
Reserves and retained earnings 31,111 21,063 Financial Gains / (Losses) (706) 10
Net profit 4,657 13,053
Net Profit before taxes (EBT) 6,515 12,529
Total Shareholders' Equity 94,539 92,774 Income tax expense (1,473) (2,509)
Non-controlling interests 4,394 5,724 Non-controlling interests (385) (687)
Total Equity 98,933 98,498
Attributable Net Profit 4,657 9,333
Liabilities
Non-current borrowings 5,443 6,200
Finance lease liabilities 1,736 1,679
Provisions 1,197 1,633
Deferred income tax liabilities 100 909 Other information:
Other non-current liabilities 308 927
Total Non-Current Liabilities 8,784 11,348 Turnover 172,550 179,452
EBITDA margin 6.8 % 9.2 %
Current borrowings
Current borrowings
3 410 , 4 272 , EBT % on Turnover
EBT % on
38% . 70% .
Trade payables 23,415 20,183 Net profit % on Turnover 2.7 % 5.2 %
Other creditors and accruals 32,146 38,290
Derivative financial instruments 316 353
Deferred income 19,014 22,807
Total Current Liabilities 78,301 85,905
Total Liabilities for cont. operations 87,085 97,253
Total Liabilities for discont. operations 722 745
Total Liabilities 87,807 97,998
Total Equity and Liabilities 186,740 196,496
Net Cash 3,136 21,115
30.09.11 31.12.10 30.09.11 30.09.10 Var. %
(Th
(Thousands of Euros)
d
f E
)
(Th
(Thousands of Euros)
d
f E
)
Assets
Tangible assets 9,543 9,836 Sale of goods 74,634 82,726
Intangible assets 31,279 31,229 Cost of goods sold (67,588) (71,847)
Financial investments 2,247 1,697
Deferred income tax assets 10,702 10,396 Gross margin 7,046 10,879 -35.2 %
Other non-current assets - 69
Other income
Total Non-Current Assets 53,771 53,227 Services rendered 97,916 96,726
S
upplementary income
l
t
i
187 675
Inventories 7,895 10,403 Other operating income 233 228
Trade debtors and accrued income 101,410 92,432
Other debtors and prepaid expenses 13,792 12,100 98,336 97,629
Derivative financial instruments 220 197
Cash and cash equivalents 9,587 28,088 105,382 108,508
Total Current Assets 132,904 143,220 Other expenses
External supplies and services (36,111) (36,814)
Assets for continuing operations
Assets for continuing operations
186 675 186,675 196 447 196,447 Employee benefit expense
Employee benefit expense
(57 760) (57,760) (55 619) (55,619)
(Provisions) / Provisions reversal 819 1,011
Assets for discontinued operations 65 49 Other operating expenses (650) (500)
Total Assets 186,740 196,496 (93,702) (91,922)
Shareholders' Equity Gross Net Profit (EBITDA) 11,680 16,586 -29.6 %
Share capital 15,701 15,701 Depreciation and amortization (4,459) (4,067)
Treasury shares (490) (603)
Share premium 43,560 43,560 Operating Profit (EBIT) 7,221 12,519 -42.3 %
Reserves and retained earnings 31,111 21,063 Financial Gains / (Losses) (706) 10
Net profit 4,657 13,053
Net Profit before taxes (EBT) 6,515 12,529 -48.0 %
Total Shareholders' Equity 94,539 92,774 Income tax expense (1,473) (2,509)
Non-controlling interests 4,394 5,724 Non-controlling interests (385) (687)
Total Equity 98,933 98,498 Attributable Net Profit 4,657 9,333 -50.1 %
Liabilities
Non-current borrowings 5,443 6,200
Finance lease liabilities 1,736 1,679
Provisions 1,197 1,633
Deferred income tax liabilities 100 909 Other information:
Other non-current liabilities 308 927
Total Non-Current Liabilities 8,784 11,348 Turnover 172,550 179,452 -3.8 %
EBITDA margin 6.8 % 9.2 %
Current borrowings
Current borrowings
3 410 , 4 272 , EBT % on Turnover
EBT % on
38% . 70% .
Trade payables 23,415 20,183 Net profit % on Turnover 2.7 % 5.2 %
Other creditors and accruals 32,146 38,290
Derivative financial instruments 316 353
Deferred income 19,014 22,807
Total Current Liabilities 78,301 85,905
Total Liabilities for cont. operations 87,085 97,253
Total Liabilities for discont. operations 722 745
Total Liabilities 87,807 97,998

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

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

Consolidated Income Statement by SEGMENTS for the period of 9 months ended 30 September 2011

(Thousands of Euros)

Business Digital Venture
Solutions IMS TV Capital NOVABASE
Sale of goods
Cost of goods sold
919
(356)
44,264
(39,005)
29,451
(28,227)
-
-
74,634
(67,588)
Gross margin 563 5,259 1,224 - 7,046
Other income - - - - -
Services rendered 64,643 20,308 11,988 977 97,916
Supplementary income and subsidies 118 - 61 8 187
Other operating income 119 89 25 - 233
64,880 20,397 12,074 985 98,336
-
65,443
-
25,656
-
13,298
-
985
-
105,382
Other expenses - - - - -
External supplies and services (17,472) (12,271) (6,039) (329) (36,111)
Employee benefit expense (40,179) (10,381) (5,579) (1,621) (57,760)
(Provisions) / Provisions reversal 127 531 161 - 819
Other operating expenses (284) (223) (128) (15) (650)
-
(57,808)
-
-
(22,344)
-
-
(11,585)
-
-
(1,965)
-
-
(93,702)
-
Gross Net Profit (EBITDA) 7,635 3,312 1,713 (980) 11,680
Depreciation and amortization -
(2,736)
-
(1,029)
-
(555)
-
(139)
-
(4,459)
Operating Profit (EBIT) 4,899 2,283 1,158 (1,119) 7,221
Financial Gains / (Losses) -
35
-
(564)
-
(124)
-
(53)
-
(706)
Net Profit / (Loss) before Taxes (EBT) 4,934 1,719 1,034 (1,172) 6,515
Income tax expense -
(604)
-
(1,876)
-
832
-
175
-
(1,473)
Non-controlling interests (702) 69 - 248 (385)
Attributable Net Profit / (Loss) 3,628
-
(88)
-
1,866
-
(749)
-
4,657
-
Other information :
Turnover 65,562 64,572 41,439 977 172,550
EBITDA 7,635 3,312 1,713 (980) 11,680
EBITDA % on Turnover 11.6% 5.1% 4.1% -100.3% 6.8%

EBT % on Turnover 7.5% 2.7% 2.5% -120.0% 3.8%

(Page left intentionally blank)

Condensed Consolidated Accounts 3rd quarter 2011

(Unaudited)

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

(Page left intentionally blank)

INDEX

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 9 months ended 30
September 2011

5

● Condensed Consolidated Interim Statement of Financial Position as at 30 September 2011 6
● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 9 months ended 30 September 2011 7
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 9 months ended 30 September 2011 8
● Condensed Consolidated Interim Statement of Cash Flows for the period of 9 months ended 30 September 2011 9
Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 9 months ended 30 September
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 Note 5. Segment
Segment information
12
Note 6. Business combinations 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 Note 14. Provisions 17
Note 15. Trade and other payables 17
Note 16. Other gains/(losses) - net 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

(Page left intentionally blank)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 9 months ended 30 September 2011

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

(Amounts expressed in thousands of Euros)
Note 30.09.11 31.12.10
Assets
Non-Current Assets
Property, plant and equipment 7 9,543 9,836
Intangible assets 7 31,279 31,229
Investments in associates 1,596 1,676
Available-for-sale financial assets 651 21
Deferred income tax assets 8 10,702 10,396
Other non-current assets - 69
Total Non-Current Assets 53,771 53,227
Current Assets
Inventories 7,895 10,403
Trade and other receivables 9 85,023 83,285
Accrued income 22,605 14,035
Income tax receivable 2,470 3,378
Derivative financial instruments 220 197
Other current assets 5,104 3,834
Cash and cash equivalents 10 9,587 28,088
Total Current Assets 132,904 143,220
Assets for discontinued operations 65 49
Total Assets 186,740 196,496
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 31 111 , 21 063 ,
Profit for the period 4,657 13,053
Total Equity attributable to owners of the parent 94,539 92,774
Non-controlling interests 12 4,394 5,724
Total Equity 98,933 98,498
Liabilities
Non-Current Liabilities
Borrowings 13 7,179 7,879
Provisions 14 1,197 1,633
Deferred income tax liabilities 8 100 909
Other non-current liabilities 308 927
Total Non-Current Liabilities 8,784 11,348
Current Liabilities
Borrowings 13 4,631 5,333
Trade and other payables 15 54,331 57,101
Income tax payable 9 311
Derivative financial instruments 316 353
Deferred income and other current liabilities 19,014 22,807
Total Current Liabilities 78,301 85,905
Liabilities for discontinued operations 722 745
Total Liabilities 87,807 97,998
Total Equity and Liabilities 186,740 196,496
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 9 months ended 30 September 2011

(Amounts expressed in thousands of Euros)

9 M * 3 M *
Note 30.09.11 30.09.10 30.09.11 30.09.10
Sales 5 74,634 82,726 22,083 23,419
Services rendered 5 97,916 96,726 31,339 33,237
Cost of sales (67,588) (71,847) (19,898) (20,027)
External supplies and services (36,111) (36,814) (11,213) (13,887)
Employee benefit expense (57,760) (55,619) (19,074) (18,703)
Other gains/(losses) - net 16 589 1,414 245 899
Depreciation and amortisation (4,459) (4,067) (1,549) (1,440)
Operating Profit
Operating Profit
7 221 , 12 519 , 1 933 , 3 498 ,
Finance income 2,454 4,947 267 496
Finance costs (3,080) (4,817) (586) (839)
Share of loss of associates (80) (120) (46) (110)
Profit Before Income Tax 6,515 12,529 1,568 3,045
Income tax expense 17 (1,473) (2,509) (386) (621)
Profit for the period
Profit for the period
5,042 10,020 1,182 2,424
Other comprehensive income for the period - - - -
Total comprehensive income for the period 5,042 10,020 1,182 2,424
Profit attributable to:
Owners of the parent 4,657 9,333 1,177 2,182
Non-controlling interests 12 385 687 5 242
5,042 10,020 1,182 2,424
Total comprehensive income attributable to:
Owners of the parent
4,657 9,333 1,177 2,182
Non-controlling interests 12 385 687 5 242
5,042 10,020 1,182 2,424
Earnings per share
attributable to owners of the parent (Euros per share)
Basic earnings per share 18 0.15 Euros 0.31 Euros 0.04 Euros 0.10 Euros
Diluted earnings per share 18 0.15 Euros 0.31 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 9 months ended 30 September 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 - - - - - 9,333 687 10,020
Transactions with owners
Share capital reduction (5,652) - - - - 217 - (5,435)
Share capital increase 5,652 - (5,652) - - - - -
Dividends 11 - - - - - (9,662) - (9,662)
Legal reserve - - - 807 - (807) - -
Treasury shares movements - 120 - - - 816 - 936
Share-based payments - - - - 426 - - 426
Changes in consolidation universe - - - - - - 176 176
Foreign currency translation reserve - - - - - 8 10 18
Transactions with owners - 120 (5,652) 807 426 (9,428) 186 (13,541)
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 September, 2010 15,701 (603) 43,560 2,365 805 26,726 5,775 94,329
Balance at 1 January, 2011 15,701 (603) 43,560 2,365 1,076 30,675 5,724 98,498
Total comprehensive income for the period - - - - - 4,657 385 5,042
Transactions with owners
Dividends 11, 12 - - - - - (3,955) (1,800) (5,755)
Legal reserve - - - 140 - (140) - -
Treasury shares movements - 113 - - - 625 - 738
Share-based payments - - - - 249 - - 249
Foreign currency translation reserve - - - - - 83 85 168
Transactions with owners - 113 - 140 249 (3,387) (1,715) (4,600)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests 12 - - - - - (7) - (7)
Balance at 30 September, 2011 15,701 (490) 43,560 2,505 1,325 31,938 4,394 98,933

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 9 months ended 30 September 2011

(Amounts expressed in thousands of Euros)
9 M * 3 M *
Note 30.09.11 30.09.10 30.09.11 30.09.10
Cash flows from operating activities
Net Cash generated / (used) in operating activities (6,065) 8,793 (6,461) 7,334
Cash flows from investing activities
Receipts:
Proceeds on disposal of subsidiaries and associates 81 78 78 78
Cash of Novabase Angola consolidated for the 1st time - 349 - -
Loan repayments received from associates 414 529 - 529
Proceeds on disposal of property, plant and equipment 4 - 4 -
Interest received 482 152 89 31
981 1,108 171 638
Payments:
Acquisition of subsidiaries and associates
(738) (430) (400) -
Loans granted to associates (330) (185) (236) -
Purchases of property, plant and equipment (1,147) (2,614) (207) (1,167)
Purchases of intangible assets (1,808) (2,902) (518) (1,303)
(4,023) (6,131) (1,361) (2,470)
Net Cash used in investing activities (3,042) (5,023) (1,190) (1,832)
Cash flows from financing activities
Receipts:
Proceeds from borrowings 2,489 1,018 96 1,018
2,489 1,018 96 1,018
Payments:
Repayments of borrowings (3,092) (1,445) (1,772) (674)
Dividends paid
11, 12
(5,755) (9,662) (1,800) -
Share capital reduction - (5,435) - (5,435)
Payment of finance lease liabilities
Interest paid
(1,365)
(636)
(1,336)
(351)
(479)
(206)
(472)
(124)
(10,848) (18,229) (4,257) (6,705)
Net Cash used in financing activities (8,359) (17,211) (4,161) (5,687)
Cash, cash equivalents and bank overdrafts at beginning of period 27,057 24,026 21,374 10,837
Net decrease in cash, cash equivalents and bank overdratfs (17,466) (13,441) (11,812) (185)
Effect from exchange rate fluctuations on cash held (7) 28 22 (39)
Cash, cash equivalents and bank overdrafts at end of period
10
9,584 10,613 9,584 10,613

9 M * - period of 9 months ended 3 M * - period of 3 months ended

THE ACOUNTANT THE BOARD OF DIRECTORS

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

Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 9 months ended 30 September 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 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 November 24, 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 nine months ended 30 September 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).

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 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 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 September 2010, which moved into Business Solutions segment in 2011.

Ticketing & Business Ticketing &
Consulting (*)Managed Serv. Solutions IMS (*) Managed Serv. IMS
At 30 September 2010
Sales and services rendered 60,472 5,529 66,001 76,074 (5,529) 70,545
Operating profit/(loss) 6,251 384 6,635 5,199 (384) 4,815
Finance costs – net (161) (39) (200) (6) 39 33
Share of loss of associates (21) - (21) - - -
Income tax expense (1,515) 166 (1,349) (1,497) (166) (1,663)
Profit/(Loss) from operations 4,554 511 5,065 3,696 (511) 3,185

(*) Amounts disclosed in the Report and Accounts for the 3 rd quarter 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
66,001 70,545 40,694 2,212 179,452
6,635 4,815 1,120 (51) 12,519
(200) 33 318 (21) 130
(21) - - (99) (120)
(1,349) (1,663) 444 59 (2,509)
5,065 3,185 1,882 (112) 10,020
65,562 64,572 41,439 977 172,550
4,899 2,283 1,158 (1,119) 7,221
84 (564) (124) (22) (626)
(49) - - (31) (80)
(604) (1,876) 832 175 (1,473)
4,330 (157) 1,866 (997) 5,042

6. Business combinations

In April 2011, the Group acquired 100% of the share capital of Evolvespace Solutions, Lda, a company incorporated in 2004 specialising in providing IT services for aerospace industry, and which majority of 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 September 2011 included in the consolidated financial statements and consolidated profit, amount to EUR 160 thousand and EUR 31 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 September 2011 and 30 September 2010, the movements in the net book value of property, plant and equipment and intagible assets, were as follows: qp g

Property, plant Intangible
and equipment assets
Net book value at 1 January 2010 8,721 28,778
Acquisitions / increases 3,357 3,147
Write off's / disposals (96) -
Transfers - (172)
Depreciation and amortisation (2,579) (1,488)
Net book value at 30 September 2010 9,403 30,265
Net book value at 1 January 2011 9,836 31,229
Acquisitions / increases 2,426 1,900
Write off's / disposals (115) -
Change in consolidation universe 7 -
Exchange differences (2) -
Depreciation and amortisation (2,609) (1,850)
Net book value at 30 September 2011 9,543 31,279

8. Deferred income tax assets and liabilities

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

30.09.11 31.12.10
Balance at 1 January 10,396 8,341
Change in consolidation universe 19 -
Transfers - (12)
Exchange differences (2) 9
Profit or loss charge 289 2,058
Balance at the end of the period 10,702 10,396
The movement in the deferred income tax liabilities was as follows:
30.09.11 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 335 305 (351) 289
Change in consolidation universe 19 - - 19
Exchange differences (2) - - (2)
Balance at 30 September 2011 2,724 6,655 1,323 10,702

9. Trade and other receivables

30.09.11 31.12.10
Trade receivables 80,704 80,409
Allowance for impairment of trade receivables (1,899) (2,012)
78,805 78,397
Prepayments to suppliers 829 537
Employees 246 73
Value added tax 579 693
Receivables from related parties (note 19) 694 753
Financial investments disposal 145 150
Receivables from financed projects 2,804 2,113
Other receivables 4,552 4,011
Allowance for impairment of other receivables (3,631) (3,442)
6,218 4,888
85,023 83,285

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

Trade receivables Other receivables Total
30.09.11 31.12.10 30.09.11 31.12.10 30.09.11 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 21 203 189 29 210 232
Impairment reversal (196) (1,033) - (216) (196) (1,249)
Transfers - 79 - 32 - 111
Recovery of bad debts - 16 - - - 16
Write off's - (705) - (158) - (863)
1,899 2,012 3,631 3,442 5,530 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:

30.09.11 31.12.10
- Cash 23 7
- Short term bank deposits 9,564 28,081
Cash and cash equivalents 9,587 28,088
- Overdrafts (3) (1,031)
9,584 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.

30.09.11 30.09.10
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

30.09.11 31.12.10
Balance at 1 January 5,724 5,644
Transactions with non-controlling interests - (742)
Changes in consolidation universe - 173
(*) Dividends paid to non-controlling interests (1,800) -
Foreign currency translation differences for foreign operations 85 10
Profit attributable to non-controlling interests 385 639
Balance at the end of the period 4,394 5,724

(*) In 2011, Celfocus paid dividends to its shareholders.

13. Borrowings

30.09.11 31.12.10
Non-current
Bank borrowings 5,443 6,200
Finance lease liabilities 1,736 1,679
7,179 7,879
Current
Bank borrowings 3,410 4,272
Finance lease liabilities 1,221 1,061
4,631 5,333
Total borrowings 11,810 13,212

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

30.09.11 31.12.10
6 months or less 1,818 3,097
6 to 12 months 1,592 1,175
3,410 4,272
The maturity of non-current bank borrowings is as follows:
30.09.11 31.12.10
Between 1 and 2 years 2,768 2,450
Between 2 and 5 years 2,563 3,600
Over 5 years 112 150
5,443 6,200
The effective interest rates at the reporting date were as follows:
30.09.11 31.12.10
Bank borrowings 4.058% 4.299%
Bank overdrafts
Bank
N/A 1 568%
1.568%
Gross finance lease liabilities – minimum lease payments:
30.09.11 31.12.10
No later than 1 year 1,676 1,526
Between 1 and 5 years 2,287 2,264
3,963 3,790
Future finance charges on finance leases (1,006) (1,050)
Present value of finance lease liabilities 2,957 2,740
The present value of finance lease liabilities is analysed as follows:
30.09.11 31.12.10
No later than 1 year 1,221 1,061
Between 1 and 5 years 1,736 1,679
2,957 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 124 - 209 333
Used during the period (143) - (644) (787)
Transfers - - (2) (2)
Changes in consolidation universe - - 20 20
Balance at 30 September 2011 361 484 352 1,197

15. Trade and other payables

30.09.11 31.12.10
Trade payables 22,194 19,122
Remunerations, vacations and vacation and Christmas subsidies 9,831 8,240
Bonus 6,957 10,160
Ongoing projects 2,916 3,008
Value added tax 4,577 6,954
Social security contributions 1,117 1,954
Income tax withholding 908 1,391
Employees 70 181
Prepayments from trade receivables - 24
Acquisition of financial interests 800 683
Other accrued expenses 4,254 4,524
Other payables 707 860
54,331 57,101

16. Other gains/(losses) - net

30.09.11 30.09.10
Impairment and impairment reversal of trade and other receivables (14) 839
Impairment and impairment reversal of inventories 379 (126)
Warranties provision 19 328
Legal claims provision - 15
Provisions for other risks and charges 435 (45)
Operating subsidies 113 565
Other operating income and expense (343) (162)
589 1,414

17. Income tax expense

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

30.09.11 30.09.10
Profit before income tax 6,515 12,529
Income tax expense at nominal rate (25%) 1,629 3,132
Tax benefit on the net creation of employment for young and long term unemployed people (391) (264)
Provisions and amortisations not considered for tax purposes 226 160
Associates' results reported net of tax 20 30
Autonomous taxation 7 438
Losses in companies where no deferred tax is recognised 42 (51)
Expenses not deductible for tax purposes 21 93
Differential tax rate on companies located abroad (84) (3)
Research & Development tax benefit (335) (1,409)
Municipal surcharge and State surcharge 137 299
Impairment of Special Payment on Account and tax losses 208 97
Other (7) (13)
Income tax expense 1,473 2,509

18. Earnings per share

30.09.11 30.09.10
Weighted average number of ordinary shares in issue
Stock options adjustment
30,361,154
-
30,119,868
-
Adjusted weighted average number of ordinary shares in issue 30,361,154 30,119,868
Profit attributable to owners of the parent 4,657 9,333
Basic earnings per share (Euros per share) 0.15 Euros 0.31 Euros
Diluted earnings per share (Euros per share) 0.15 Euros 0.31 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

30.09.11 30.09.10
BES Group 7,036 8,835
7,036 8,835
ii) Purchases of goods and services
30.09.11 30.09.10
BES Group 596 373
596 373
iii) Key management compensation
30.09.11 30.09.10
Salaries and other short-term employee benefits 3,694 6,116
Stock options granted 249 426
3,943 6,542

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

30.09.11 31.12.10
Receivables from related parties
BES Group 1,477 3,835
1,477 3,835
Payables from related parties
BES Group - 68
- 68
v) Acquisition of financial interests to related parties
30.09.11 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
30.09.11 31.12.10 30.09.11 31.12.10 30.09.11 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

30.09.11 31.12.10
Loan to Mind 259 259
Loan to Forward 22 22
Loan to Novabase Atlântico 366 450
L
Loans to other shareholders
t
th
h
h ld
47 22
Receivables from related parties (note 9) 694 753
Provisions for loans granted to related parties (259) (259)
435 494
viii) Bank deposits and finance investments (including overdrafts)
30.09.11 31.12.10

BES Group 11,351 6,209

20. Contingencies

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

  • In the procedure brought forward by the company Altitude Software, S.A. against Collab, following the conclusion of experts' analysis of the software, the plaintiff requested the file to be archived, which has been formally determined by a ruling of the judge.
  • In the claim brought forward by Instituto de Gestão Financeira da Segurança Social against Collab regarding the alleged absence of payment of social security contributions in the amount of EUR 39 thousand, part of the amount allegedly due was cancelled and the procedure awaits decision regarding the remaining amount.
  • Novabase Digital TV agreed, in the final hearing, to pay to the company Wisi Comunicaciones, S.A. the amount of EUR 20 thousand in 2 installments, the first until December 2011 of EUR 1 thousand and the second of EUR 19 thousand until January 31, 2012.
  • In the procedure brought forward by Novabase IMS against Arcelomittal, the appeals court has issued its decision maintaining the first ruling in favour of IMS. The defendant paid the amount due plus interest, totaling approximately EUR 24 thousand.
  • 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.

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