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Novabase SGPS

Quarterly Report Nov 26, 2010

1943_10-q_2010-11-26_7f129c0d-31e8-493e-ba5c-66ac1c871285.pdf

Quarterly Report

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Report and Accounts

3rd Quarter 2010 Q

Report & Accounts

I - Board of Directors Report and Consolidated Results

  • 1 Key Indicators
  • 2 Short Summary of the Activity
  • 3 Stock Performance

II - Consolidated Financial Statements Consolidated Financial

III - Condensed Consolidated Accounts

Consolidated Results on September 30, 2010

Privileged Information (IFRS/IAS)

November 4, 2010

Turnover reaches 179.5 M€ (180.4 M€ in 9M09)

EBITDA reaches 16.6 M€ (16.7 M€ in 9M09)

Net Profit: 9.3 M€ (9.3 M€ in 9M09)

1. Key Indicators

The turnover and EBITDA consider the TV business in Germany only in the first nine months of 2008 (last period considered in the consolidation perimeter).

1.1. Turnover

The Consolidated Sales and Services rendered in 3rd quarter of 2010 (9M10) reached 179.5 M€ (million euros), which represents a decrease of 0.5% vs. the 180.4 M€ in 9M09.

The chart below shows Turnover variation compared to the prior periods.

Turnover (M€)

Without Digital TV Germany

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

María Gil Marín Investor Relations Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]

1.2. EBITDA

EBITDA reached 16.6 M€ in 9M10 which represents a decrease of 0.7% compared to the 16.7 M€ in the 9M09.

The chart below shows EBITDA variation compared to the prior periods.

EBITDA margin in 9M10 was 9.2%, below the 9.3% margin in 9M09.

1.3. Net Profit

The Consolidated Net Results, after Non-controlling interests and results from discontinued operations, reached 9.3 M€, showing an increase of 0.5% vs. the 9.3 M€ in 9M09.

From EBITDA to Net Profit 9M10 Vs 9M09 (M€) 16.7 -3.7 13.0 -1.1 11.9 -2.7 9.2 0.1 9.3 16.6 -4.1 12.5 0.0 12.5 -2.5 10.0 -0.7 9.3 9M09 9M10

The reconciliation between EBITDA and Net Profit is as follows:

Depreciation and amortization reached -4.1 M€, above the amount registered in 9M09 (-3.7 M€).

Operating profit (EBIT), in the amount of 12.5 M€, decreased 3.9% compared to 9M09 (13.0 M€).

The Financial results reached a net positive value of 0.01 M€, above the net negative value of 1.1 M€ registered in the same period of the prior year. Foreign exchange gains in the amount of 0.8 M€ were recorded in 9M10.

EBT reached 12.5 M€ in this period, registering an increase of 5.1% vs. the 11.9 M€ booked in the same period of the prior year.

Income tax expense in the 9M10 reached -2.5 M€, above the -2.7 M€ in 9M09.

Non-controlling interests in 9M10 amounted to -0.7 M€, which compares to 0.1 M€ in 9M09. This evolution is due to the improvement of the results of subsidiaries Collab and Celfocus comparatively to the same period of the prior year.

Earnings per share (EPS) increased 0.7%, from 0.307 to 0.309 euros per share.

1.4. Cash

In the 9M10 Novabase shows a negative performance in cash generation, although without use of factoring for the sixth consecutive quarter. Novabase ended the 9M10 with 10.2 M€ in net cash which compares to 25.7 M€ in the 12M09.

However, it is to be noted that this cash reflects the payment of dividends in the amount of 9.7 M€ and the payment of the amounts freed as a result of the share capital reduction in the amount of 5.4 M€. Removing this effect, Novabase would have ended the 9M10 with 25.3 M€ in net cash.

This evolution also reflects a significant investment in working capital.

2. Short Summary of the Activity

The nine months of 2010 show a positive performance given the current economic context. These results reflect the value-oriented management and the preparation for a new phase of growth with strategic stakes for the future.

The percentage breakdown of turnover and EBITDA by the different businesses in the 9M10 is as follows:

Of the overall turnover generated in 9M10, the services rendered represents 53.9%, which compares to 50.0% in 9M09, in line with Novabase strategic focus to increase the added value of its offers.

Of the 179.5 M€ turnover, 12.5% is generated outside Portugal, that is 22.4 M€, which represents an increase of 13.6% towards the 19.8 M€ registered in 9M09. This evolution reflects the strategic orientation of Novabase to reinforce its international presence.

Business outside Portugal is generated mainly in the Novabase Consulting business area, with international sales representing 14.6% of the respective turnover, and in the Novabase IMS business area, with international sales in 9M10 representing 12.7% of the respective turnover. Novabase Digital TV area increased the relative weight of the international business, which represents 6.2% of the respective turnover (compared to 4.1% in 9M09).

In terms of Human Resources, Novabase had on average in the 9M10, 1,974 employees, which represents an increase of 7.2% compared to the 9M09 (1,842) and an increase of 6.1% compared to FY09 (1,861), in line with the services growth.

Employee breakdown by business area is as follows:

Average Number of Employees

2.1. Novabase Consulting

Novabase Consulting is organized around the following competency areas:

  • Business & IT Consulting
  • Advanced Custom Development
  • Business Intelligence
  • Enterprise Applications & Integration
  • IT Contracting

Global turnover in this business area reached 60.5 M€, which represents a growth of 0.4% compared to 9M09.

Novabase Consulting EBITDA in 9M10 decreased 4.9% year on year (from 9.1 M€ to 8.6 M€), reaching an EBITDA margin of 14.2% (which compares to 15.0% in 9M09 and

a margin of 14.6% in FY09).

This evolution results from a reduction in the average allocation rate of employees. However, operational profitability of this area is above the comparables in the sector internationally and considered positive in the current market conditions.

2.2. Novabase IMS

Novabase IMS includes three lines of business:

  • Outsourcing: including Application Outsourcing and Infrastructure Outsourcing;

  • IT Infrastructures: solutions including IT infrastructures ranging from physical components (cabling, routers, etc.) to business communications services, including videoconferencing and video on demand;

  • Ticketing and Transport Solutions: core product and service offer for transports, covering the devices and systems for the whole ticket lifecycle, from production to back office revenue accounting.

Global turnover in this business area reached 76.1 M€, which represents an increase of 17.4% compared to 9M09.

Novabase IMS EBITDA in 9M10 increased 10.3% year on year (from 5.7 M€ to 6.3 M€), reaching an EBITDA margin of 8.3% (which compares to 8.8% in 9M09 and a margin of 8.0% in FY09).

This reflects a strategy of focusing on projects with higher technological complexity and higher added value as a measure to offset the adverse economic situation and consequent pressure on prices.

2.3. Novabase Digital TV

The business of Novabase Digital TV has a profound know-how and an offer oriented to the operators business, complemented with licensing solutions and Chips-on-board (COB).

Global turnover in this business area reached 40.7 M€, which represents a 25.0% decrease compared to 9M09.

Turnover Novabase Digital TV (M€)

Novabase Digital TV EBITDA in 9M10 decreased 38.2% year on year (from 2.7 M€ to 1.7 M€), reaching an EBITDA margin of 4.1% (which compares to 4.9% in 9M09 and a margin of 4.5% in FY09).

This evolution is mainly due to the standard offer maturity stage and the development of new technologies for the Chip-on-board / System-in-package business.

Without Digital TV Germany

2.4. Novabase Capital

This area of Novabase operates in Corporate Venture Capital and supports strategic and M&A projects of the Group.

Global turnover in this area reached 2.2 M€, which represents an increase of 103.5% compared to 9M09.

Novabase Capital EBITDA in 9M10 increased 99.7% year on year (from -0.8 M€ to -0.002 M€) reaching an EBITDA margin of -0.1%.

3. Stock Performance

The nine months of 2010 were marked by a gain in the EuroStoxx Technology Index of 6.9%.

Novabase share price in 9M10 lost 27.9%, comparing with a 11.3% loss in the PSI20 Index. In this period, a dividend of €0.32/share was distributed and the payment of the amounts related to the share capital reduction of €0.18/share occurred.

Rotation in 9M10 represented 16.3% of the capital and 5.1 million shares were traded, below the values that have occurred in 9M09 (rotation of 20.9% of the capital and 6.6 million shares traded), reflecting the current negative situation in the stock market.

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 9M10 was lower than the performance of other IT.

The average price, weighted by volume, of Novabase shares during 9M10, was 3.96 euros per share. Approximately 5.1 million shares were traded in all the 192 Stock Exchange sessions in the 9M10, corresponding to a transaction value of 20.3 M€.

The average daily number of shares traded in 9M10 was approximately 26.6 thousand shares, corresponding to a daily average value of approximately 0.1 M€.

The price in the stock Exchange in the last tradable day of the 9M10, September 30, 2010, was 3.20 euros, which represents a loss of approximately 27.9% compared to the 4.44 euros which was Novabase's share price at the end of 2009.

The maximum closing price which took place during 3Q10 was 3.46 euros, while the minimum price registered was 3.17 euros. The market capitalization at the end of 9M10 was 100.5 M€.

Summary 3Q10 2Q10 1Q10 4Q09 3Q09
Minimum price (€) 3.17 3.34 3.90 4.33 4.46
Maximum price (€) 3.46 4.45 4.63 4.96 4.90
Volume weighted average price (€) 3.30 3.91 4.38 4.65 4.63
Closing price at the end of the Quarter (€) 3.20 3.44 4.30 4.44 4.80
Nr. of shares traded 1,000,218 2,194,905 1,916,989 1,925,349 1,390,806
Market cap in the last day of the period (M€) 100.5 108.0 135.0 139.4 150.7

Consolidated Statement of Financial Position Consolidated Income Statement

30.09.10 31.12.09 30.09.10 30.09.09
(Thousands of Euros) of (Thousands of Euros) of
Assets
Tangible assets 9,403 8,721 Sale of goods 82,726 90,231
Intangible assets 30,265 28,778 Cost of goods sold (71,847) (81,035)
Financial investments 1,836 1,939
Deferred income tax assets 8,315 8,341 Gross margin 10,879 9,196
Other non-current assets 81 134
Other income
Total Non-Current Assets 49,900 47,913 Services rendered 96,726 90,166
Supplementary income
Supplementary income
675 263
Inventories 17,523 8,593 Other operating income 228 546
Trade debtors and accrued income 88,648 99,183
Other debtors and prepaid expenses 13,672 13,219 97,629 90,975
Derivative financial instruments 452 58
Cash and cash equivalents 11,803 24,972 108,508 100,171
Total Current Assets 132,098 146,025 Other expenses
External supplies and services (36,814) (32,153)
Assets for continuing operations
Assets for continuing operations
181,998 181,998 193,938 Employee benefit expense
Employee benefit expense
(55,619) (55,619) (51,060)
(Provisions) / Provisions reversal 1,011 68
Assets for discontinued operations 90 826 Other operating expenses (500) (321)
Total Assets 182,088 194,764 (91,922) (83,466)
Shareholders' Equity Gross Net Profit (EBITDA) 16,586 16,705
Share capital 15,701 15,701 Depreciation and amortization (4,067) (3,673)
Treasury shares (603) (723)
Share premium 43,560
,
49,213
,
Op
erating Profit (EBIT)
g
(
)
12,519
,
13,032
,
Reserves and retained earnings 20,563 16,425 Financial Gains / (Losses) 10 (1,111)
Net profit 9,333 12,882
Net Profit before taxes (EBT) 12,529 11,921
Total Shareholders' Equity 88,554 93,498 Income tax expense (2,509) (2,747)
Non-controlling interests 5,775 5,644 Non-controlling interests (687) 112
Total Equity 94,329 99,142
Attributable Net Profit 9,333 9,286
Liabilities
Non-current borrowings 3,000 2,500
Finance lease liabilities 1,576 1,468
Provisions 1,947 2,245
Deferred income tax liabilities 100 100 Other information:
Other non-current liabilities 927 1,123
Total Non-Current Liabilities 7,550 7,436 Turnover 179,452 180,397
EBITDA margin 9.2 % 9.3 %
Current borrowings
Current borrowings
2 479 , 3 162 , EBT % on Turnover
EBT
Turnover
70% . 66% .
Trade payables 25,145 28,852 Net profit % on Turnover 5.2 % 5.1 %
Other creditors and accruals 36,020 35,552
Derivative financial instruments 808 139
Deferred income 14,913 19,662
Total Current Liabilities 79,365 87,367
Total Liabilities for cont. operations 86,915 94,803
Total Liabilities for discont. operations 844 819
Total Liabilities 87,759 95,622
Total Equity and Liabilities 182,088 194,764
Net Cash 10,185 25,730

as at 30 September 2010 for the period of 9 Months ended 30 September 2010

30.09.10 31.12.09 30.09.10 30.09.09 Var. %
(Thousands of Euros) of (Thousands of Euros) of
Assets
Tangible assets 9,403 8,721 Sale of goods 82,726 90,231
Intangible assets 30,265 28,778 Cost of goods sold (71,847) (81,035)
Financial investments 1,836 1,939
Deferred income tax assets 8,315 8,341 Gross margin 10,879 9,196 18.3 %
Other non-current assets 81 134
Other income
Total Non-Current Assets 49,900 47,913 Services rendered 96,726 90,166
Supplementary income
Supplementary income
675 263
Inventories 17,523 8,593 Other operating income 228 546
Trade debtors and accrued income 88,648 99,183
Other debtors and prepaid expenses 13,672 13,219 97,629 90,975
Derivative financial instruments 452 58
Cash and cash equivalents 11,803 24,972 108,508 100,171
Total Current Assets 132,098 146,025 Other expenses
External supplies and services (36,814) (32,153)
Assets for continuing operations
Assets for continuing operations
181,998 181,998 193,938 Employee benefit expense
Employee benefit expense
(55,619) (55,619) (51,060)
(Provisions) / Provisions reversal 1,011 68
Assets for discontinued operations 90 826 Other operating expenses (500) (321)
Total Assets 182,088 194,764 (91,922) (83,466)
Shareholders' Equity Gross Net Profit (EBITDA) 16,586 16,705 -0.7 %
Share capital 15,701 15,701 Depreciation and amortization (4,067) (3,673)
Treasury shares (603) (723)
Share premium 43,560
,
49,213
,
Op
erating Profit (EBIT)
g
(
)
12,519
,
13,032
,
-3.9 %
Reserves and retained earnings 20,563 16,425 Financial Gains / (Losses) 10 (1,111)
Net profit 9,333 12,882
Net Profit before taxes (EBT) 12,529 11,921 5.1 %
Total Shareholders' Equity 88,554 93,498 Income tax expense (2,509) (2,747)
Non-controlling interests 5,775 5,644 Non-controlling interests (687) 112
Total Equity 94,329 99,142
Liabilities Attributable Net Profit 9,333 9,286 0.5 %
Total Non-Current Liabilities 7,550 7,436 Turnover 179,452 180,397 -0.5 %
EBITDA margin 9.2 % 9.3 %
Current borrowings
Current borrowings
2 479 , 3 162 , EBT % on Turnover
EBT
Turnover
70% . 66% .
Trade payables 25,145 28,852 Net profit % on Turnover 5.2 % 5.1 %

Novabase S.G.P.S., S.A. Sociedade Aberta - Stock Code BVL: NBA.IN Share Capital 15,700,697.00 Euros - Corporate Re p pgistration CRCL N.º 1495 Head-office Av. D. João II, Lote 1.03.2.3, Parque das Nações, 1998-031 Lisbon, PORTUGAL Fiscal Identity N.º 502 280 182

Consolidated Income Statement by SEGMENTS for the period of 9 Months ended 30 September 2010

(Thousands of Euros)

Digital Novabase
Consulting IMS TV Capital NOVABASE
Sale of goods 1,274 52,011 29,441 - 82,726
Cost of goods sold g (,
) 1273
(
) 44552
,
(
) 26022
,
- (
)71847
,
Gross margin 1 7,459 3,419 - 10,879
Other income - - - - -
Services rendered 59,198 24,063 11,253 2,212 96,726
Supplementary income and subsidies 262 2 175 236 675
Other operating income 26 104 98 - 228
59,486 24
24,169
11
11,526
2
2,448
97
97,629
-
59,487
-
31,628
-
14,945
-
2,448
-
108,508
Other expenses - - - - -
External supplies and services (14,898) (13,446) (7,837) (633) (36,814)
Employee benefit expense (36,072) (12,207) (5,538) (1,802) (55,619)
(Provisions) / Provisions reversal 281 544 186 - 1,011
Other operating expenses (184) (203) (98) (15) (500)
-
(50 873) (50,873)
-
-
(25 312) (25,312)
-
-
(13 287) (13,287)
-
-
(2 450) (2,450)
-
-
(91 922) (91,922)
-
Gross Net Profit (EBITDA) 8,614 6,316 1,658 (2) 16,586
Depreciation and amortization -
(2,363)
-
(1,117)
-
(538)
-
(49)
-
(4,067)
Operating Profit (EBIT) 6,251 5,199 1,120 (51) 12,519
Fi
Financial Gains
i l G i
/ (L
(Losses)
)
-
(182)
-
(6)
(6)
-
318
318
-
(120)
-
10
Net Profit / (Loss) before Taxes (EBT) 6,069 5,193 1,438 (171) 12,529
Income tax expense -
(1,515)
-
(1,497)
-
444
-
59
-
(2,509)
Non-controlling interests (624) (44) - (19) (687)
Attributable Net Profit
Attributable Net Profit / (Loss)
3,930 3
3,652
1
1,882
(131) 9
9,333
Other information : - - - - -
Turnover 60,472 76,074 40,694 2,212 179,452
EBITDA 8,614 6,316 1,658 (2) 16,586
EBITDA % on Turnover 14.2% 8.3% 4.1% -0.1% 9.2%
EBT % on Turnover 10.0% 6.8% 3.5% -7.7% 7.0%

Condensed Consolidated Interim Financial Statements (Unaudited) for the 3rd quarter 2010

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

(Page left intentionally blank)

INDEX

September 2010 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 9 Months ended 30 5
● Condensed Consolidated Interim Statement of Financial Position as at 30 September 2010
Condensed Consolidated Interim
of Financial Position as at 30 September 2010
6
● Condensed Consolidated Interim Statement of Comprehensive Income for the period of 9 Months ended 30 September 2010 7
● Condensed Consolidated Interim Statement of Changes in Equity for the period of 9 Months ended 30 September 2010 8
● Condensed Consolidated Interim Statement of Cash Flows for the period of 9 Months ended 30 September 2010 9
● Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 9 Months ended 30 September 2010 10
Note 1. General Information 10
Note 2. Accounting Policies 10
Note 3. Segment information 12
Note 4. Companies included in consolidation
p
12
Note 5. Deferred income tax assets 12
Note 6. Trade and other receivables 13
Note 7. Cash and cash equivalents 13
Note 8. Share capital, share premium and treasury shares 14
Note 9. Reserves and retained earnings 14
Note 10. Non-controlling interests 15
Note 11. Borrowings 15
Note 12. Provisions 16
Note 13. Trade and other payables p y 16
Note 14. Other gains/(losses) - net 16
Note 15. Income tax expense 17
Note 16. Earnings per share 17
Note 17. Related-party transactions 17
Note 18. Contingencies 19
Note 19. Seasonality 19

(Page left intentionally blank)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 9 Months ended 30 September 2010

Condensed Consolidated Interim Statement of Financial Position as at 30 September 2010

(Amounts expressed in thousands of Euros)
Note 30.09.10 31.12.09
Assets
Non-current assets
Property, plant and equipment quipment 9
9,403
8,721
8
Intangible assets 30,265 28,778
Investments in associates 1,811 1,914
Available-for-sale financial assets 25 25
Deferred income tax assets 5 8,315 8,341
Other non-current assets 81 134
Total non-current assets 49,900 47,913
Current assets
Current
Inventories 17,523 8,593
Trade and other receivables 6 76,249 94,060
Accrued income 19,081 11,055
Income tax receivable 3,084 4,802
Derivative financial instruments 452 58
Other current assets 3,906 2,485
Cash and cash equivalents 7 11,803 24,972
Total current assets
current
132,098 132,098 146,025
146
Assets for discontinued operations 90 826
Total assets 182,088 194,764
Equity
Share capital 8 15,701 15,701
Treasury shares 8 (603) (723)
Share premium 8 43,560 49,213
Reserves and retained earnings 9 20,563 16,425
Profit for the period attributable to equity holders 9,333 12,882
Equity attributable to the company's equity holders 88,554 93,498
Non-controlling interests 10 5,775 5,644
Total equity 94,329 99,142
Liabilities
Non current liabilities
Non-current
Borrowings 11 4,576 3,968
Provisions 12 1,947 2,245
Deferred income tax liabilities 100 100
Other non-current liabilities 927 1,123
Total non-current liabilities 7,550 7,436
Current liabilities
Borrowings 11 3 454 , 4 502 ,
Trade and other payables 13 59,931 62,774
Income tax payable 259 290
Derivative financial instruments 808 139
Deferred income and other current liabilities 14,913 19,662
Total current liabilities 79,365 87,367
Liabilities for discontinued operations 844 819
Total liabilities
Total
87,759 95,622
95
Total equity and liabilities 182,088 194,764

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 2010

(Amounts expressed in thousands of Euros)
9 M * 3 M *
Note 30.09.10 30.09.09 30.09.10 30.09.09
Sales 3 82,726 90,231 23,419 31,186
Services rendered 3 96,726 90,166 33,237 29,344
Cost of sales (71,847) (81,035) (20,027) (28,226)
External supplies and services (36,814) (32,153) (13,887) (10,902)
Employee benefit expense (55,619) (51,060) (18,703) (16,974)
Other gains/(losses) - net 14 1,414 556 899 236
Depreciation and amortisation (4,067) (3,673) ( 1 440) ( 1 295)
Operating profit 12 519 , 13 032 , 3 498 , 3 369 ,
Finance income 4,947 2,410 496 464
Finance costs (4,817) (3,197) (839) (613)
Share of (loss)/profit of associates (120) (324) (110) 91
Profit before income tax 12,529 11,921 3,045 3,311
Income tax expense 15 (2,509) (2,747) (621) (1,014)
Profit for the period
Profit for the
10 020 , 9 174 , 2 424 , 2 297 ,
Other comprehensive income - - - -
Total comprehensive income for the period 10,020 9,174 2,424 2,297
Profit attributable to:
Equity holders of the Company 9,333 9,286 2,182 2,290
Non-controlling interests
Non-controlling interests
10 687 (112) 242 7
10,020 9,174 2,424 2,297
Total comprehensive income attributable to:
Equity holders of the Company 9,333 9,286 2,182 2,290
Non-controlling interests 10 687 (112) 242 7
10,020 9,174 2,424 2,297
Earnings per share
attributable to the equity holders of the Company (expressed in EUR per share)
Basic earnings per share 16 0.31 euros 0.31 euros 0.10 euros 0.08 euros
Diluted earnings per share 16 0.31 euros 0.31 euros 0.10 euros 0.08 euros
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

Condensed Consolidated Interim Statement of Changes in Equity for the period of 9 Months ended 30 September 2010

(Amounts expressed in thousands of Euros)

Attributable to equity holders of the Company
Note Share
Capital
Treasury
shares
Share
premium
Legal
reserves
Stock
Options
reserves
earnings Non
Retained -controlling
Interests
Total
Equity
Balance at January 1, 2009 15,701 (429) 49,213 1,276 854 16,818 5,165 88,598
Total comprehensive income for the period - - - - - 9,286 (112) 9,174
Transactions with owners
Legal reserve - - - 282 - (282) - -
Treasury shares movements - (159) - - - (1,326) - (1,485)
Share-based payments - - - - 142 - - 142
Changes in consolidation universe - - - - - - (142) (142)
Transactions with owners - (159) - 282 142 (1,608) (142) (1,485)
Changes in ownership interests in subsidiaries that do not result in a loss of control
Transactions with non-controlling interests - - - - - 77 (272) (195)
Balance at September 30, 2009 15,701 (588) 49,213 1,558 996 24,573 4,639 96,092
Balance at January 1, 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 8 (5,652) - - - - 217 - (5,435)
Share capital increase 8 5,652 - (5,652) - - - - -
Dividends to equity holders - - - - - (9,662) - (9,662)
Legal reserve - - - 807 - (807) - -
Treasury shares movements - 120 - - - 816 - 936
Share-based payments - - - - 426 - - 426
Changes in consolidation universe 10 - - - - - - 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 9 and 10 - - - - - (549) (742) (1,291)
Balance at September 30, 2010 15,701 (603) 43,560 2,365 805 26,726 5,775 94,329

THE ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 9 Months ended 30 September 2010

(Amounts expressed in thousands of Euros)
9 M * 3 M *
Note 30.09.10 30.09.09 30.09.10 30.09.09
Cash flows from operating activities
Net Cash generated in operating activities 8,793 20,511 7,334 7,886
Cash flows from investing activities
Receipts:
Proceeds on disposal of subsidiaries 78 78 78 78
Cash of Novabase Angola consolidated for the 1st time 349 - - -
Loan repayments received from associates
Interest received
529
152
229
726
529
31
-
141
1,108 1,033 638 219
Payments:
Acquisition of subsidiaries
(430) (3,245) - -
Dissolution of subsidiary - (215) - (215)
Loans granted to associates (185) (547) - (32)
Loans received from associates - (1,505) - (1,505)
Purchases of property, plant and equipment (2,614) (690) (1,167) (173)
Purchases of intangible assets (2,902) (1,903) (1,303) (685)
(6,131) (8,105) (2,470) (2,610)
Net Cash used in investing activities (5,023) (7,072) (1,832) (2,391)
Cash flows from financing activities
Receipts:
Proceeds from borrowings 1,018 3,000 1,018 -
Proceeds from sale of treasury shares 8 - 45 - -
1,018 3,045 1,018 -
Payments:
Repayments of borrowings (1,445) (3,424) (674) (704)
Dividends paid (9,662) - - -
Share capital reduction
Payment of finance lease liabilities
(5,435)
(1,336)
-
(1,264)
(5,435)
(472)
-
(446)
Interest paid (351) (709) (124) (99)
Purchase of treasury shares 8 - (2,448) - -
(18,229) (7,845) (6,705) (1,249)
Net Cash used in financing activities (17,211) (4,800) (5,687) (1,249)
Cash, cash equivalents and bank overdrafts at beginning of period 24,026 19,796 10,837 24,189
Net increase / (decrease) of cash, cash equivalents and bank overdrafts (13,441) 8,639 (185) 4,246
Effect of exchange rate fluctuations on cash held 28 - (39) -
Cash, cash equivalents and bank overdrafts at end of period 7 10,613 28,435 10,613 28,435

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 2010

1. General Information

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

Novabase is listed on the Euronext Lisbon.

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on November 25, 2010. 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. Accounting Policies

These condensed consolidated interim financial statements for the period of nine months ended September 30, 2010 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 2009, which have been prepared in accordance with IFRSs, as adopted by the European Union (EU).

These financial statements are presented in thousands of Euros.

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 2009, 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 2010.

a) The impacts of the adoption of standards and amendments to standards that became effective at 1 January 2010, are the following:

Standards

IFRS 1 (amendment), 'First-time Adoption of International Financial Reporting Standards'. This amendment exempt entities that use the full cost method for oil and gas properties from retrospective application of IFRSs. It also exempts entities with existing leasing contracts from reassessing the classification of those contracts in accordance with IFRIC 4, 'Determining whether an arrangement contains a lease', as long as the earlier assessment in accordance with the previous GAAP would have resulted in the same outcome. This amendment had no impact on the Group's financial statements, as Novabase is already reporting under IFRSs.

IFRS 3 (revised), 'Business combinations'. The revised standard continues to apply the acquisition method to business combinations but with some significant changes. For example, all payments to purchase a business are recorded at fair value. There is a choice on an acquisition-byacquisition basis to measure the non-controlling interest in the acquiree either at the non-controlling interest's proportionate share of the acquiree's net assets or at fair value of the assets and liabilities acquired. All acquisition-related costs are expensed. There have been no business combinations until the reporting date.

IAS 27 (revised), 'Consolidated and separate financial statements'. IAS 27 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains or losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. There have been transactions with non-controlling interests as disclosed in note 9.

IFRS 5 (2008 improvement), 'Non-current assets held for sale and discontinued operations'. This improvement clarifies that all of a subsidiary's assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosures should be made if the subsidiary described above is a disposal group meeting the definition of a discontinued operation. There have been no disposal or partial disposal of any subsidiary until the reporting date.

IFRS 2 (amendment), 'Group cash-settled share-based payment transactions'. This amendment incorporate IFRIC 8, 'Scope of IFRS 2' and IFRIC 11, 'IFRS 2 - Group and Treasury Share Transactions', and address the classification of group arrangements, in which the entity that receive goods or services in a share-based payment transaction settled by the Group, is not responsible for any payment. The amended IFRS 2 had no impact on the Group's financial statements.

IAS 39 (amendment), 'Financial instruments - Eligible hedged items'. This amendment clarifies on what principles to apply in specific situations to determine whether a hedged risk or a portion of cash-flows is eligible to be designated as "hedging". This amendment had no impact on the Group's financial statements.

Annual Improvements to IFRSs – 2009. As part of the 'annual improvements project', the IASB decided to improve some standards with the objective to clarify areas of inconsistency in IFRSs. The more significant improvements refers to the amendments to standards IAS 17, IAS 36 and IAS 38. The adoption of these 2009 improvements had no impact on the Group's financial statements.

Interpretations

IFRIC 12, 'Service concession arrangements'. IFRIC 12 addresses how service concession operators should apply existing International Financial Reporting Standards (IFRSs) to account for the obligations they undertake and rights they receive in service concession arrangements. This interpretation had no impact on the Group's financial statements.

IFRIC 15, 'Agreements for construction of real estates'. IFRIC 15 clarifies whether IAS 18, 'Revenue', or IAS 11, 'Construction contracts', should be applied to particular transactions, resulting that a wider range of transactions will qualify for the application of IAS 18, 'Revenue'. This interpretation had no impact on the Group's financial statements.

IFRIC 16, 'Hedges on a net investment in a foreign operation'. IFRIC 16 is applied to group's that hedges the currency risks resulted from investments in foreign operations and clarifies the conditions that should be satisfied in order to classify it as an accounting hedge. This interpretation also clarifies the amounts that should be reclassified from foreign currency reserve in equity to profit or loss, when the investment in a foreign operation is disposed. IFRIC 16 had no impact on the Group's financial statements.

IFRIC 17, 'Distributions of non-cash assets to owners'. This interpretation clarifies that: (a) a dividend payable should be recognised when the dividend is appropriately authorised and is no longer at the discretion of the entity; (b) an entity should measure the dividend payable at the fair value of the net assets to be distributed; (c) an entity should recognise the difference between the dividend paid and the carrying amount of the net assets distributed in profit or loss. IFRIC 17 had no impact on the Group's financial statements.

IFRIC 18, 'Transfers of assets from customers'. This interpretation clarifies the accounting for arrangements where an item of property, plant and equipment, which is provided by the customer, is used to provide an ongoing service. This is particularly relevant to the utility sector by involving services such as gas or electricity. IFRIC 18 had no impact on the Group's financial statements.

b) There are new standards, amendments and interpretations to existing standards, that although have been published, are only mandatory for annual periods beginning on or after 1 February 2010, and have not been early adopted by the Group:

Standards

IAS 32 (amendment), 'Financial instruments: presentation - classification of rights issues' (effective for annual periods beginning on or after 1 February 2010). The amendment to IAS 32 addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. If the rights are issued pro rata to all existing shareholders for a fixed amount in any currency, then these rights should be classified as equity instruments. Otherwise, should be accounted for as a derivative liability.

IFRS 1 (amendment), 'First time adoption of IFRS' (effective for annual periods beginning on or after 1 July 2010, in EU). This amendment provides first-time adopters with the same transition provisions as included in amendment to IFRS 7,'Financial instruments: Disclosures', regarding comparative information for the three level classification disclosures required by IFRS 7.

IAS 24 (amendment), 'Related party disclosures' (effective for annual periods beginning on or after 1 January 2011). The amended standard eliminates general requirements in respect of certain related party disclosures for public-sector entities, but requires providing information about the relationship of the entity with the Government and significant transactions with the Government or other Government-related entities. Additionally, the definition of a related party has been amended to remove some inconsistencies in the identification and disclosure of related parties.

IFRS 9 (new), 'Financial Instruments: recognition and measurement' (effective for annual periods beginning on or after 1 January 2013). This standard is still subject to the adoption process by EU. IAS 39 establishes 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 objective is to collect contractual cash flows and the cash flows are solely payments of principal and interest on principal. Otherwise, all debt instruments are measured at fair value through profit or loss.

Annual Improvements to IFRSs – 2010, generally applicable for annual periods beginning on or after 1 January 2011. These improvements to several standards have not been yet adopted by EU. The annual improvements process provides a vehicle for making non-urgent but necessary amendments to IFRSs and affect six standards and one IFRIC: IFRS 1, IFRS 3, IFRS 7, IAS 1, IAS 27, IAS 34 and IFRIC 13.

Standards

IFRIC 14 (amendment), 'The limit on a defined benefit asset, minimum funding requirements and their interaction' (effective for annual periods beginning on or after 1 January 2011). IFRIC 14 clarifies that when an asset is consequence of pre-payment of minimum funding contributions in respect of future service, the surplus can be recognised as an asset.

IFRIC 19, 'Extinguishing financial liabilities with equity' (effective for annual periods beginning on or after 1 July 2010). IFRIC 19 clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished by the debtor issuing its own equity instruments to the creditor. A gain or loss is recognised in profit or loss, based on the fair value of the equity instruments issued and comparing to the carrying amount of the financial liability. The simple reclassification of the financial liability to equity is not allowed.

3. Segment information

Digital Novabase
Consulting IMS TV Capital Novabase
At 30 September 2009
Sales and services rendered 60,239 64,795 54,276 1,087 180,397
Operating profit/(loss) 6,943 4,790 2,110 (811) 13,032
Finance costs – net 741 (370) (1,134) (24) (787)
Share of (loss)/profit of associates (3) - - (321) (324)
Income tax expense (1,349) (1,370) (265) 237 (2,747)
Profit/(Loss) from operations 6,332 3,050 711 (919) 9,174
At 30 September 2010
Sales and services rendered 60,472 76,074 40,694 2,212 179,452
Operating profit/(loss) 6,251 5,199 1,120 (51) 12,519
Finance costs – net (161) (6) 318 (21) 130
Share of (loss)/profit of associates (21) - - (99) (120)
Income tax expense (1,515) (1,497) 444 59 (2,509)
Profit/(Loss) from operations 4,554 3,696 1,882 (112) 10,020

4. Companies included in consolidation

In the first half of 2010, NBASIT - Sistema de Informação e Telecomunicações, S.A. (Angola) and Novabase Digital TV EURL (France) were incorporated, to strengthening activities in the IMS and Digital TV business areas, respectively, and the international presence of the Group.

5. Deferred income tax assets

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

30.09.10 31.12.09
Opening balance 8,341 10,092
Transfers (24) 224
Profit or loss charge (2) (1,975)
Balance at the end of the period 8,315 8,341

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
losses
Tax
incentives
Provisions Total
Balance at 1 January 2009 4,121 4,380 1,591 10,092
Profit or loss charge (1,026) (966) 17 (1,975)
Transfers 219 - 5 224
Balance at 31 December 2009 3,314 3,414 1,613 8,341
Profit or loss charge (809) 183 624 (2)
Transfers (12) - (12) (24)
Balance at 30 September 2010 2,493 3,597 2,225 8,315

6. Trade and other receivables

30.09.10 31.12.09
Trade receivables 71,674 91,580
Allowance for impairment of trade receivables (2,107) (3,452)
69,567 88,128
Prepayments to suppliers 1,645 1,011
Employees 176 151
V.A.T. 661 2,167
Receivables from related parties (note 17) 518 896
Financial investments disposal 148 149
Receivables from funded projects 2,229 1,206
Other receivables 4,853 4,107
Allowance for impairment of other receivables (3,548) (3,755)
6,682 5,932
76,249 94,060

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

Trade receivables Other receivables Total
30.09.10 31.12.09 30.09.10 31.12.09 30.09.10 31.12.09
Balance at 1 January 3,452 2,693 3,755 3,960 7,207 6,653
Impairment 100 978 8 66 108 1,044
Impairment reversal (891) (219) (56) (225) (947) (444)
Transfers 111 - - (232) 111 (232)
Recovery of bad debts 16 - - - 16 -
Write-offs (681) - (159) 186 (840) 186
2,107 3,452 3,548 3,755 5,655 7,207

7. 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:

30.09.10 31.12.09
- Cash 15 4
- Short term bank deposits 11,788 24,968
Cash and cash equivalents 11,803 24,972
- Overdrafts (1,190) (946)
10,613 24,026

8. Share capital, share premium and treasury shares

The share capital, fully subscribed and paid of EUR 15,700,697, is represented by 31,401,394 shares with a nominal value of EUR 0.5 each.

Number of
shares
(thousands)
Ordinary
shares
Share
premium
Treasury
shares
Total
Balance at 1 January 2009 31,401 15,701 49,213 (429) 64,485
Treasury shares purchased - - - (416) (416)
Treasury shares transferred - - - 117 117
Treasury shares disposed - - - 5 5
Balance at 31 December 2009 31,401 15,701 49,213 (723) 64,191
Share capital reduction - (5,652) - - (5,652)
Share capital increase - 5,652 (5,652) - -
Treasury shares transferred - - - 120 120
Balance at 30 September 2010 31,401 15,701 43,560 (603) 58,658

In the annual General Meeting of Shareholders held on April 29, 2010, it was approved:

(i) The reduction of the share capital to EUR 10,048,446, to be carried out by means of a reduction of the nominal value of all the shares representing the share capital. Each share will have the nominal value of EUR 0.32 and the freed amount of EUR 5,652,251 shall be directly allocated to shareholders, corresponding to EUR 0.18 per share; and

(ii) The increase of the share capital to EUR 15,700,697 by incorporation of EUR 5,652,251 from share premium reserve, to be carried out by means of an increase of the nominal value of all the shares representing the share capital in the amount of EUR 0.18. As a result of the share capital increase, each share will have the nominal value of EUR 0.50.

As a result of the registration of these operations, the nominal value of all shares representing Novabase's share capital is EUR 0.50, as prior to the execution of such operations.

9. Reserves and retained earnings

In 2010, the Group performed operations of acquisitions to non-controlling interests, with the following impact (see note 17):

30.09.10 31.12.09
Acquisition / % share of the Acquisition / % share of the
disposal equity acquired Acquisition disposal equity acquired Acquisition
cost / (disposed) Difference cost / (disposed) Difference
(i) Acquisition of 12.73% of NB Infraestruturas 214 - 214 180 - 180
(i) Acquisition of the business of Digital TV (16) - (16) (206) - (206)
(ii) Reorganization of Novabase EA - - - - (727) 727
Acquisition of 24.5% of Collab - - - 15 272 (257)
(iii) Acquisition of 10% of NB Internat.Solutions 1,093 742 351 - - -
1,291 742 549 (11) (455) 444

(i) In the sequence of the transactions with non-controlling interests occurred in 2008, the acquisition cost was reviewed, in 2009 and 2010, based on the achievement of goals by the subsidiary.

(ii) Internal reorganization of Novabase EA with dilution effect in the Group share.

(iii) Acquisition of 10% of NB International Solutions and, consequently, of the remaining financial holding of NB Solutions Middle East and Novabase EA, and of 5.5% of Celfocus.

In the operations described above, as the financial holdings were acquired to non-controlling interests in which the Group already had control, the Economic Entity Model Method was applied, and the difference between the acquisition cost and the net assets value of the subsidiaries acquired has been booked in Equity, in the total amount of EUR 549 thousand. The non-controlling interests decreased by EUR 742 thousand.

10. Non-controlling interests

30.09.10 31.12.09
Balance at 1 January 5,644 5,165
Transactions with non-controlling interests - see note 9 (742) 455
Change in consolidation universe (*) 176 (142)
Foreign currency translation differences for foreign operations 10 -
Profit attributable to non-controlling interests 687 166
5,775 5,644

(*) In 2009, Contactless was dissolved, being lapsed the balance of non-controlling interests (EUR 142 thousand). In 2010, NBASIT - Sistema de Informação e Telecomunicações, S.A. (Angola) was incorporated.

11. Borrowings

30.09.10 31.12.09
Non-current
Bank borrowings 3,000 2,500
Finance lease liabilities 1,576 1,468
4,576 3,968
Current
Bank borrowings 2,479 3,162
Finance lease liabilities 975 1,340
3,454 4,502
Total borrowings 8,030 8,470

The contractual repricing dates of the current bank borrowings at the end of the reporting period are as follows:

30.09.10 31.12.09
6 months or less 1,979 1,980
6 to 12 months 500 1,182
2,479 3,162

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

30.09.10 31.12.09
Between 1 and 2 years 1,200 1,000
Between 2 and 5 years 1,600 1,500
Over 5 years 200 -
3,000 2,500

The effective interest rates at the reporting date were as follows:

30.09.10 31.12.09
Bank borrowings 2.905% 2.658%
Bank overdrafts 1.517% 2.016%

Gross finance lease liabilities – minimum lease payments:

30.09.10 31.12.09
No later than 1 year 1,403 1,817
Between 1 and 5 years 2,122 1,989
3,525 3,806
Future finance charges on finance leases (974) (998)
Present value of finance lease liabilities 2,551 2,808

The present value of finance lease liabilities is as follows:

30.09.10 31.12.09
No later than 1 year 975 1,340
Between 1 and 5 years 1,576 1,468
2,551 2,808

12. Provisions

Movements in Provisions are analyzed as follows:

Warranties Legal
claims
Other risks
and charges
Total
Balance at 1 January 2009 791 100 959 1,850
Additional provisions 626 15 460 1,101
Used during the year (627) - (300) (927)
Transfers - 384 (163) 221
Balance at 31 December 2009 790 499 956 2,245
Additional provisions 142 - 402 544
Used during the period (470) (15) (357) (842)
Balance at 30 September 2010 462 484 1,001 1,947

13. Trade and other payables

30.09.10 31.12.09
Trade payables 24,170 27,512
Remunerations, vacations and vacation and Christmas subsidies 9,833 7,468
Bonus 7,580 10,413
Ongoing projects 5,271 1,959
V.A.T. 4,208 7,000
Social security contributions 1,083 1,704
Income tax withholding 881 1,050
Employees 518 122
Prepayments from trade receivables 35 205
Acquisition of financial interests to non-controlling interests (note 17) 913 646
Other accrued expenses 4,649 4,099
Other payables 790 596
59,931 62,774

14. Other gains/(losses) - net

30.09.10 30.09.09
Impairment and impairment reversal of trade and other receivables 839 (112)
Impairment and impairment reversal of inventories (126) 6
Warranties provision 328 70
Legal claims provision 15 -
Provisions for other risks and charges (45) 104
Operating subsidies 565 150
Other (162) 338
1,414 556

15. 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:

30.09.10 30.09.09
Profit before income tax 12,529 11,921
Income tax expense at nominal rate 3,132 2,980
Tax benefit on the net creation of employment for young and long term unemployed people (264) (300)
Provisions and amortisations not considered for tax purposes 160 158
Recognition of tax on the events of previous years 5 2
Non taxable gains arising from financial holdings disposals - (23)
Associates' results reported net of tax 30 104
Autonomous taxation 438 400
Losses in companies where no deferred tax is recognised (51) 99
Expenses not deductible for tax purposes 93 (87)
Differential tax rate on companies located abroad (3) (4)
Research & Development tax benefit (1,409) (828)
Municipal surcharge 299 266
Impairment of Special Payment on Account 97 -
Other (18) (20)
Income tax expense 2,509 2,747

16. Earnings per share

30.09.10 30.09.09
Weighted average number of ordinary shares in issue 30,119,868 30,327,594
Stock options adjustment - -
Adjusted weighted average number of ordinary shares in issue 30,119,868 30,327,594
Profit attributable to equity holders of the Company 9,333 9,286
Basic earnings per share (euro per share) 0.31 euros 0.31 euros
Diluted earnings per share (euro per share) 0.31 euros 0.31 euros

17. Related-party transactions

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

The following transactions were carried out with related parties:

i) Sales of goods and services rendered

30.09.10 30.09.09
BES Group 8,835 19,203
8,835 19,203

The above identified transactions were performed at arm's length.

ii) Purchases of goods and services

30.09.10 30.09.09
BES Group 373 159
373 159

iii) Key management compensation

30.09.10 30.09.09
Salaries and other short-term employee benefits 6,116 5,696
Stock options granted 426 -
6,542 5,696
iv) Advanced payments / loans to key management
30.09.10 31.12.09
Advanced payments - 98
- 98
v) Balances arising from purchases/sales of goods and services
30.09.10 31.12.09
Receivables from related parties
BES Group 2,100 6,607
2,100 6,607
Payables from related parties
BES Group 100 -
100 -
vi) Acquisition of financial interests to related parties (see note 9)
30.09.10 31.12.09
Former shareholders of Novabase Infraestruturas, SGPS 214 180
Former shareholders of NB Digital TV, S.A. (16) (206)
Former shareholders of Collab
Former shareholders of in Novabase International Solutions B.V.
-
1,093
15
-
1,291 (11)

vii) Balances arising from acquisitions of financial interests to related parties

Non-current Current (note 13) Total
30.09.10 31.12.09 30.09.10 31.12.09 30.09.10 31.12.09
Former shareholders of NB C. SGPS 306 612 307 307 613 919
Former shareholders of NB Infraestr. - - - 50 - 50
Former shareholders of DTV, ITV and OnTV - 179 230 178 230 357
Former shareholders of NB ACD. 157 235 78 78 235 313
Former shareholders of SAF 65 97 32 33 97 130
Former shareholders of NB Int. Sol. 399 - 266 - 665 -
927 1,123 913 646 1,840 1,769

viii) Other balances with related parties

30.09.10 31.12.09
Loan to Mind 259 259
Loan to Forward 22 22
Loan to NB Atlântico 215 559
Loans to other associates 22 56
Receivables from related parties (note 6) 518 896
Provisions for loans provided to associates (259) (259)
259 637

ix) Bank deposits and finance investments (including overdrafts)

30.09.10 31.12.09
BES Group 6,838 7,692

18. Contingencies

Given the disclosed in the annual financial statements for the year 2009, the material changes in the judicial processes are the following:

  • Court procedure brought by the company Drink In and counter-claim by Novabase EA. The hearing has finished and final ruling has been issued by the Court considering unfounded the Plaintiff's arguments thereby ruling in favour of Novabase and in addition considering the amounts claimed by Novabase concerning unpaid invoices and interests accrued and to be accrued to be due. The company Drink In has filed for insolvency whereby Novabase EA has claimed credits in the amount of approximately EUR 404 thousand concerning unpaid invoices. By Court ruling dated February 8th 2010, the Judge has called off the Creditor's Assembly and determined that the Insolvency administrator should decide on the proposal from the spanish group Damm to buy the industrial unit of Drink In, who decided for the cession of the plant' operations. The proceedings of the sale are being inventoried for payment of creditors.
  • A labour court action brought forward by a former employee of SAF, in which the plaintiff claimed the existence of an employment contract and requested the payment of compensation by seniority and the payment of wage credits accrued and to be accrued - Novabase Consulting and the plaintiff have reached a settlement according to which Novabase will pay the plaintiff an amount of EUR 20 thousand as compensation for moral damages and for termination of the contract.
  • Court procedure brought by Novabase IMS against Arcelomittal to recover an amount of EUR 10 thousand plus interest in late payment and counter-claim brought forward by the defendant in the amount of EUR 15 thousand - final ruling on this procedure has been issued by the Court, condemning the plaintiff in the amount petitioned by Novabase and absolving Novabase of the plaintiff's counter-claim.
  • TV Lab has filed a claim against Pelicano requesting payment of the amount EUR 212 thousand - TV Lab and the plaintiff have reached a settlement whereby the plaintiff will pay TV Lab the amount of EUR 71 thousand, payable in 10 monthly installments, beginning on October 2010.
  • The Capital Fund for Qualified Investors Novabase/FCR FIQ, which is managed by the subsidiary Novabase Capital, is co-defendant in a procedure brought forward by a shareholder of a Manchete against the other two shareholders, the Fund and another individual shareholder. The Plaintiff is claiming violation of the Shareholders Agreement and requests (i) payment of a compensation in the amount of EUR 446 thousand in lieu of remunerations he would have received for the remaining period that the Shareholders Agreement would remain in force; (ii) an amount equal to 8.5% of company results before tax related to the years 2010 and further until final decision on the proceeding is issued; (iii) that the defendants are ordered to buy the plaintiff's shares for the price of EUR 750 thousand. The defendants have filed their opposition and the procedure awaits its ulterior terms.
  • Novabase Serviços has been served regarding a procedure brought forward by the Instituto de Gestão Financeira da Segurança Social which refers to alleged absence of payment of social security contributions in the years 2005, 2006, 2007, 2008 and 2009, in the amount of EUR 103 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.

19. Seasonality

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

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