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Novabase SGPS

Interim / Quarterly Report Sep 5, 2008

1943_ir_2008-09-05_7741318e-e728-45b7-bfa5-4dfed44040d2.pdf

Interim / Quarterly Report

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Report and Accounts

1st Half of 2008

Report & Accounts

  • I Board of Directors Report and Consolidated Results
  • 1 Key Indicators
  • 2 Short Summary of the Activity
  • 3 Economical-Financial Analysis
  • 4 Stock Performance
  • II Consolidated Financial Statements
  • III Annex to the Board of Directors' Report
  • IV Consolidated Accounts

( IFRS/IAS )

July 29, 2008

Turnover reaches 147.3 M€ ( 129.5 M€ in 6M07)

EBITDA reaches 13.6 M€ ( 10.8 M€ in 6M07)

Net profit from continuing operations: 6.7 M€ (4.5 M€ in 6M07)

Phase out cost of the Mobility Solutions business: -8.8 M€

Net Profit (after phase out costs): -2.1 M€ (3.9 M€ in 6M07)

1.Key Indicators

On March 14 we announced the closure of the Mobility Solutions area. The EBITDA and turnover consider the new consolidation perimeter with the comparable values in the prior periods. Net results recorded are for continuing operations and final net results considering closure costs.

1.1. Turnover

Turnover in the 6M08 reached 147.3M€ (million euros), which represents an increase of 13.7% vs. the 129.5 M€ in 6M07.

Novabase SGPS, S.A. Public Company Code Euronext: NBA.AM Tax Payer nr. 502.280.182 Capital: 15 700 697.00 € Head Office: Av. D. João II, Lote 1.03.2.3., 1998-031 Lisboa - PORTUGAL

Manuel Tavares Festas Investor Relations Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]

1.2. EBITDA

EBITDA reached 13.6 M€ in 6M08 which represents an increase of 26.0% compared to the 10.8 M€ in the 6M07.

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

The EBITDA margin in 6M08 was 9.2%, compared to 8.3% in 6M07 in linewith the goal of increasing business profitability.

1.3. Net Profit

Operating earnings reached 10.6 M€, reflecting an increase of 30.4% compared to 6M07 (8.1 M€).

EBTM reached 9.3 M€ in the period, registering an increase of 20.7% Vs the 7.7 M€ booked on the 6M07.

The Consolidated Net Results, costs with the closure of the Mobility Solutions business (-8.8 M€), were at a loss of -2.1 M€ in the period, showing a decrease vs the 3.9 M€ in 6M07. However without this effect they would have increased by 71.9% to 6.7 M €.

2. Short Summary of the Activity

In the 6M08 Novabase business was marked by two relevant facts. On the one hand, the closure of the Mobility Solutions business and on the other hand the launch of Novabase IMS (Infrastructures and Managed Services), merging the IT Infrastructures and Outsourcing areas and also including the Ticketing area.

A provision of 8.8 M€ was recorded for the closure of the Mobility Solutions area. This provision includes all risks and costs involved in the closure of the activity. The implementation of the closure plan has been carried out as forecasted.

The Mobility Solutions area, closed on 1Q08, generated the following EBITDA and turnover in the prior periods of 6M06 and 6M07:

Mobility Solutions 6M06 6M07
Turnover (M€) 18.6 21.5
EBITDA (M€) 0.8 -0.3

The business offer of IMS (Infrastructures and Managed Services) includes the IT Infrastructures business (which already included Infrastructure Outsourcing), the Ticketing area (previously within Novabase Engineering) and Application Outsourcing (previously within Novabase Consulting).

The chart shows the values included in 2007 within Novabase Consulting and in 2008 included within Novbase IMS perimeter:

Outsourcing Aplicacional 6M06 6M07 6M08
Turnover (M€) 2.6 2.8 3.1
EBITDA (M€) 0.6 0.6 0.7

Therefore, in the chart below are the turnover, EBITDA (with variation compared to the prior period) and EBITDA margins for each current Novabase business.

Turnover EBITDA
Value (M€) YoY (%) Value (M€) YoY (%) EBITDA (%)
Novabase Consulting 36.6 6.4% 5.8 -2.7% 15.8%
Novabase IMS 44.4 1.6% 4.0 86.5% 9.1%
Novabase Digital TV 66.3 28.9% 3.8 41.0% 5.7%
Total 147.3 13.7% 13.6 26.0% 9.2%

The Novabase Consulting business in 6M08 reached an EBITDA margin of 15.8% (compared to 17.3% in 6M07).

The Novabase Digital TV business registered na EBITDA margin of 5.7% (compared to 5.2% in 6M07).

The Novabase IMS business reached na EBITDA margin of 9.1% (above the 4.9% in 6M07). The IT Infrastructures and Outsourcing areas showed a good performance while the Ticketing area showed signs of recovery.

The percentage breakdown of EBITDA and turnover by the different businesses, in 6M08, is the following:

In 6M08 an excellent performance in cash generation was maintained. Novabase ended the 6M08 with 22.9 M€ of cash, which includes 14.1 M€ of factoring (compared to13.8 M€ in 6M07which included 20.3 M€ of factoring).

Of the 147.3 M€ turnover, 34.1% is generated outside Portugal, this is 50.2 M€ which represents a positive growth of 14.6% compared to the 43.8 M€ registered in 6M07. In percentage terms it remained around 34% of turnover.

Growth abroad was registered fundamentally in the Digital TV area.

In terms of Human Resources Novabase had, on average in the 6M08 1724 employees, which represents an increase of 13.1% compared to the 6M07 1524, in line with the increase in turnover.

The distribution by business area is as follows:

Average Number of Employees

2.1. Novabase Consulting

Novabase Consulting today has 949 consultants. This area accounts for 25% of Novabase overall turnover and 42% of the global EBITDA generated in the 6M08.

Novabase Consulting operates fundamentally in four market areas:

  • Banking and Financial Services, including the areas of Banking, Insurance and financial services in general;

  • Telecommunications, including the telecom operators as main customers;

  • Government, including public administration, local and regional, as well as the defense and healthcare markets

This business area, which no longer includes the Application Outsourcing business, recorded a 6.4% growth in the 6M08, above the 2.3% growth recorded in the 3M08.

Novabase Consulting EBITDA decreased 2.7% from 6.0 to 5.8 M€ compared to the prior period, reaching an EBITDA margin of 15.8%.

EBITDA Novabase Consulting

2.2. Novabase IMS

This area, with 353 employees, accounts for 30% of Novabase overall turnover and 30% of the global EBITDA in the 6M08.

This area includes three lines of business:

  • Outsourcing: this area merges Application Outsourcing previously included within Novabase Consulting and Infrastructure Outsourcing within Novabase Engineering (IT Infrastructures);

  • IT Infrastructures: unified corporate communication solutions spanning from video conference and telepresence to video surveillance;

  • 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 44.4 M€, which represents an increase of 1.6% compared to 6M07.

EBITDA of Novabase IMS increased 86.5% in 6M08 compared to 6M07. This increase is essentially due to a different business mix, with na increased service component, resulting from the inclusion of Application Outsourcing and the recovery in margin in the Ticketing business.

2.3. Novabase Digital TV

The Novabase Digital TV area currently has 319 employees and accounts for 45% of Novabase overall turnover and 28% of global EBITDA generated in the 6M08.

The Novabase Digital TV business continues to show strong growth, in 6M08 it registered a turnover of 66.3 M€, 28.9% above 6M07.

Turnover Novabase Digital TV

EBITDA of Novabase Digital TV in 6M08 increased 41.0% compared to 6M07, reaching 3.8 M€.

EBITDA Novabase Digital TV

3. Economical-Financial Analysis

The reconciliation between EBITDA and Net Profit is as follows:

From EBITDA to Net Profit 6M08 Vs 6M07

EBITDA reached 13.6 M€, reflecting na increase of 26.0% compared to 6M07 (10.8 M€). Thus the EBITDA is increasing at a faster pace than the turnover, as a result of the adopted strategy of increased focus on profitability.

Depreciation increased by 12.3% reaching 3.0 M€ as a result of the increase in capital expenditure related to the move to the new head-offices.

EBIT, in the amount of 10.6 M€, increased 30.4% compared to the 6M07 (8.1 M€).

Financial Results registered a loss of 1.4 M€, affected by FX losses and loan interests of the Digital TV business in Germany wich is currently locally funded.

Current Tax amounted to 1.8 M€.

Net Profit from continuing operations reached to 6.7 M€ above the 4.5 M€ recorded in 6M07.

The discontinued operations charge corresponds to a 8.8 M€ loss, resulting from the phase out cost of the Mobility Solutions business.

Net Consolidated Results, after minority interests and results from discontinued operations, reached to a loss of -2.1 M€ in the period, representing a decrease when compared to a profit of 3.9 M€ in the 6M07.

The Earnings per Share decreased from 0.124 to '-0.067 euros per share, due to the acknowledgement of the phase out cost. Without this effect they would have grown 71.9% to 0.213 per share.

Earnings per share (EPS)

4. Stock Performance

The 6M08 was marked by a loss in the PSI20 and in the EuroStoxx Index, which lost 30.9% and 26.8% correspondingly.

The Novabase share lost 28.8% in the period, showing recovery compared to the 40.2% decrease in the 12M07 (comparing to a 2.4% decrease in the EuroStoxx Technology and a 16.0% increase in the PSI20.

In the 6M08 rotation represented 50.4% of the capital and 15.8 million shares were traded, in line with the 6M07 (rotation represented 48.8% and 15.3 million shares were traded).

When comparing Novabase share prices with other companies in the IT sector in Europe, we verify that Novabase share performance at 6M08 is above the values of the average performance of other IT, showing recovery from the end of January onwards.

Novabase and other TMT

The average price, weighted by volume, of Novabase shares during 6M08, was 3.65 euros per share. Approximately 15.8 million shares were traded in all the 126 Stock Exchange sessions in the 6M08, corresponding to a transaction value of '57.8 M€.

The average daily number of shares traded was approximately 125.5 thousand shares, corresponding to a daily average value of approximately 0.5 M€.

The price in the stock Exchange in the last tradable day of the period (June 30, 2008), was 4.20 euros, which represents a gain of approximately 28.4% compared to the 3.27euros which was Novabase's share price at the end of 2007.

The maximum closing price which took place during 6M08 was 4.79 euros, while the minimum price registered was 3.40 euros. The market capitalization at the end of was 131.9 M€.

Summary 2Q08 1Q08 1Q07 3Q07 2Q07
Mínimum price (€) 3.40 2.10 3.27 4.04 4.58
Máximum price (€) 4.79 3.48 4.56 5.05 5.24
Volume weighted
average price (€)
4.27 2.85 4.09 4.78 5.01
Closing price at the
end of the Quarter
(€)
4.20 3.16 3.27 4.04 4.73
Nr. of shares traded 8 941 091 6 871 753 1 882 456 2 968 043 5 064 311
Market cap in the
last day of the period
(M€)
131.9 99.2 102.7 126.9 148.5

Consolidated Balance Sheet Consolidated Income Statement as at 30 June 2008 for the period of 6 Months Ended 30 June 2008

30.06.08 30.06.07 30.06.08 30.06.07 Var. %
(Thousands of Euros) (Thousands of Euros)
Assets CONTINUING OPERATIONS
Tangible assets 8 483 6 226 Sale of goods 89 163 75 269
Intangible assets 34 610 35 629 Cost of goods sold (75 590) (65 909)
Financial investments 2 762 4 025
Deferred tax assets 9 604 10 035 Gross margin 13 573 9 360 45.0 %
Total Non-Current Assets 55 459 55 915 Other income
Services rendered 58 141 54 277
Inventories 24 325 22 227 Supplementary income 501 406
Trade debtors and accrued income 120 259 94 176 Other operating income 475 316
Other debtors and prepaid expenses 11 631 14 754
Cash and deposits 32 690 38 662 59 117 54 999
Total Current Assets 188 905 169 819 72 690 64 359
Other expenses
Assets for continuing operations 244 364 225 734 External suppliers and services (24 395) (21 143)
Personnel expenses (33 719) (30 013)
Assets for descontinued operations 6 529 - Provisions (512) (1 832)
Total Assets 250 893 225 734 Other operating expenses (476) (586)
(59 102) (53 574)
Shareholders' Equity
Share capital 15 701 15 701 Gross Net Profit (EBITDA) 13 588 10 785 26.0 %
Treasury stock (186) (150) Depreciation and amortization (2 966) (2 642)
Share premium 49 213 49 213
Reserves and retained earnings 34 532 29 322 Operating Profit (EBIT) 10 622 8 143 30.4 %
Consolidated net income (2 111) 3 893 Financial Gains / (Losses) (1 371) (479)
Total Shareholders' Equity 97 149 97 979 Net Profit / (Loss) before Taxes 9 251 7 664 20.7 %
Income tax expense (1 774) (1 404)
Minority interests 10 438 11 678
Total Equity 107 587 109 657 Net Profit from continuing operations 7 477 6 260 19.4 %
DESCONTINUED OPERATIONS
Liabilities Net Profit from descontinued operation (8 806) (617) -1327.2 %
Long term borrowings 2 844 6 050
Creditors of fixed assets 991 1 430 Minority interests (783) (1 750)
Provisions 1 952 1 365
Deferred tax liabilities 483 100
Total Non-Current Liabilities 6 270 8 945 Attributable Net Profit / (Loss) (2 112) 3 893 -154.3 %
Short term borrowings 8 516 21 185 Other information:
Trade creditors 68 130 41 631
Other creditors and accruals 38 967 33 265 Turnover 147 304 129 546 13.7 %
Deferred income 11 750 11 051 EBITDA margin 9.2 % 8.3 %
Total Current Liabilities 127 363 107 132
Total Liabilities for cont. operations 133 633 116 077 Net profit % on Turnover 6.3 % 5.9 %
Total Liabilities for descont. operations 9 673 -
Total Liabilities 143 306 116 077 Net Cash 22 889 13 780
250 893 225 734
(Thousands of Euros) (Thousands of Euros)
Assets CONTINUING OPERATIONS
Tangible assets 8 483 6 226 Sale of goods 89 163 75 269
Intangible assets 34 610 35 629 Cost of goods sold (75 590) (65 909)
Financial investments 2 762 4 025
Deferred tax assets 9 604 10 035 Gross margin 13 573 9 360 45.0 %
Total Non-Current Assets 55 459 55 915 Other income
Services rendered 58 141 54 277
Inventories 24 325 22 227 Supplementary income 501 406
Trade debtors and accrued income 120 259 94 176 Other operating income 475 316
Other debtors and prepaid expenses 11 631 14 754
Cash and deposits 32 690 38 662 59 117 54 999
Total Current Assets 188 905 169 819 72 690 64 359
Other expenses
Assets for continuing operations 244 364 225 734 External suppliers and services (24 395) (21 143)
Personnel expenses (33 719) (30 013)
Assets for descontinued operations 6 529 - Provisions (512) (1 832)
Other operating expenses (476) (586)
Total Assets 250 893 225 734
(59 102) (53 574)
Shareholders' Equity
Share capital 15 701 15 701 Gross Net Profit (EBITDA) 13 588 10 785 26.0 %
Treasury stock (186) (150) Depreciation and amortization (2 966) (2 642)
Share premium 49 213 49 213
Reserves and retained earnings 34 532 29 322 Operating Profit (EBIT) 10 622 8 143 30.4 %
Consolidated net income (2 111) 3 893 Financial Gains / (Losses) (1 371) (479)
Total Shareholders' Equity 97 149 97 979 Net Profit / (Loss) before Taxes 9 251 7 664 20.7 %
Minority interests 10 438 11 678 Income tax expense (1 774) (1 404)
Net Profit from continuing operations 7 477 6 260 19.4 %
Total Equity 107 587 109 657
DESCONTINUED OPERATIONS
Liabilities Net Profit from descontinued operation (8 806) (617) -1327.2 %
Long term borrowings 2 844 6 050
Creditors of fixed assets 991 1 430 Minority interests (783) (1 750)
Provisions 1 952 1 365
Deferred tax liabilities 483 100 Attributable Net Profit / (Loss) (2 112) 3 893 -154.3 %
Total Non-Current Liabilities 6 270 8 945
Short term borrowings 8 516 21 185 Other information:
Trade creditors 68 130 41 631
Other creditors and accruals 38 967 33 265 Turnover 147 304 129 546 13.7 %
Deferred income 11 750 11 051 EBITDA margin
9.2 % 8.3 %
Total Current Liabilities 127 363 107 132
Total Liabilities for cont. operations 133 633 116 077 Net profit % on Turnover 6.3 % 5.9 %
Total Liabilities for descont. operations 9 673 - Net Cash 22 889 13 780
Total Liabilities 143 306 116 077
250 893 225 734

Head-office Av. D. João II, Lote 1.03.2.3, Parque das Nações, 1998-031 Lisbon, PORTUGAL

Novabase S.G.P.S., S.A. Sociedade Aberta - Stock Code BVL: NBA.IN Share Capital 15 700 697.00 Euros - Corporate Registration CRCL N.º 1495, Fiscal Identity N.º 502 280 1

Consolidated Financial Statements by BUSINESS SEGMENT

for the period of 6 Months Ended 30 June 2008

(Thousands of Euros) Digital
Consulting IMS Mobile TV NOVABASE
Sale of goods 24 28 573 - 60 566 89 163
Cost of goods sold -12 -24 442 - -51 136 -75 590
Gross margin 12 4 131 - 9 430 13 573
Other income - - - - -
Services rendered 36 621 15 813 - 5 707 58 141
Supplementary income and subsidies 378 19 - 104 501
Other operating income 169 113 - 193 475
37 168 15 945 - 6 004 59 117
-
37 180
-
20 076
-
-
-
15 434
-
72 690
Other expenses - - - - -
External suppliers and services -11 511 -6 934 - -5 950 -24 395
Personnel expenses -19 130 -9 017 - -5 572 -33 719
Provisions -488 -78 - 54 -512
Other operating expenses -256
-
-30
-
-
-
-190
-
-476
-
-31 385
-
-16 059
-
-
-
-11 658
-
-59 102
-
Gross Net Profit (EBITDA) 5 795 4 017 - 3 776 13 588
Depreciation and amortization -
-1 606
-
-506
-
-
-
-854
-
-2 966
Operating Profit (EBIT) 4 189 3 511 - 2 922 10 622
Financial Gains / (Losses) -
659
-
-463
-
-
-
-1 567
-
-1 371
Net Profit before Taxes 4 848 3 048 - 1 355 9 251
Income tax expense -
-530
-
-775
-
-
-
-469
-
-1 774
Net Profit 4 318 2 273 - 886 7 477
DESCONTINUED OPERATIONS
Net Profit from descontinued operations
-
-
- -8 806 - -8 806
Minority interests -210 -45 16 -544 -783
Attributable Net Profit 4 108
-
2 228
-
-8 790
-
342
-
-2 112
-
Other information :
Turnover 36 645 44 386 - 66 273 147 304
EBITDA 5 795 4 017 - 3 776 13 588
EBITDA % on Turnover 15.8% 9.1% - 5.7% 9.2%
Income before taxes % on Turnover 13.2% 6.9% - 2.0% 6.3%

Public Company - Code BVL: NBA.IN

Corporate Tax Payer nº 502.280.182

Capital: 15.700.697,00 euros

Head Office: Av. D. João II, Lote 1.03.2.3 Parque das Nações 1998-031 Lisboa

Annex to the Board of Directors' Report June 30, 2008

Publication of Shareholding of Members of the Corporate Boards (point 5 of Article 447 of the Company Code)

Shareholders Nº of Shares % Capital % Voting
Rights
José Afonso Oom Ferreira de Sousa 2 514 947 8.01% 8.10%
Pedro Miguel Quinteiro Marques de Carvalho 2 498 697 7.96% 8.05%
Rogério dos Santos Carapuça 1 884 787 6.00% 6.07%
Luís Paulo Cardoso Salvado 1 803 040 5.74% 5.81%
João Nuno da Silva Bento 1 799 793 5.73% 5.80%
Álvaro José da Silva Ferreira 821 116 2.61% 2.65%
Manuel Saldanha Fortes Tavares Festas 74 946 0.24% 0.24%
Manuel Alves Monteiro 9 000 0.03% 0.03%
Total 11 406 326 36.32% 36.76%

Publication of Shareholding (point 4 of Article 448 of the Company Code)

Shareholders Partial Nº Nº of Shares % Capital % Voting
Rights
ES TECH VENTURES, SGPS, SA 1 792 144
Other Group Companies 1 192 395
Corporate Board Members 40
Grupo Banco Espírito Santo, SA (point 1 of Article 20 of CVM) 2 984 579 9.50% 9.62%
José Afonso Oom Ferreira de Sousa 2 514 947 8.01% 8.10%
Pedro Miguel Quinteiro Marques de Carvalho 2 498 697 7.96% 8.05%
Rogério dos Santos Carapuça 1 884 787 6.00% 6.07%
Luís Paulo Cardoso Salvado 1 803 040 5.74% 5.81%
João Nuno da Silva Bento 1 799 793 5.73% 5.80%
Credit Suisse Securities (Europe) Limited 1 605 154 5.11% 5.17%
Fundo Millennium Acções Portugal 539 835
Fundo Millennium PPA 410 336
Millenniumbcp-Gestão de Fundos, SA (point 1 of Article 20 of CVM) 950 171 3.03% 3.06%
Álvaro José da Silva Ferreira 821 116 2.61% 2.65%
Manuel Saldanha Fortes Tavares Festas 74 946 0.24% 0.24%
Total 16 937 230 53.94% 54.58%

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Condensed Consolidated Interim Financial Statements for the 30 June 2008 six months ended

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INDEX

I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the six months ended 30 June 2008 5
Condensed Consolidated Interim Balance Sheet as at 30 June 2008 6
Condensed Consolidated Interim Income Statement for the 6 months ended 30 June 2008 7
Condensed Consolidated Interim Cash Flow Statement for the 6 months ended 30 June 2008 8
Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2008 9
Selected Notes to the Condensed Consolidated Interim Financial Statements for the 6 months ended 30 June 2008 10
Note 1. General Information 10
Note 2. Basis of Preparation 10
Note 3. Accounting Policies 10
Note 4. Segment information 11
Note 5. Companies included in consolidation 12
Note 6. Property plant and equipment 13
Note 7. Intangible assets 14
Note 8. Investments in associates 15
Note 9. Deferred income tax assets and liabilities 15
Note 10. Inventories 16
Note 11. Trade and other receivables 17
Note 12. Cash and cash equivalents 17
Note 13. Share capital, share premium, treasury shares and share options 17
Note 14. Minority interest 18
Note 15. Borrowings 19
Note 16. Trade and other payables 20
Note 17. Employee benefit expense 20
Note 18. Other losses 20
Note 19. Income tax expense 21
Note 20. Earnings per share 21
Note 21. Commitments 22
Note 22. Related-party transactions 22
Note 23. Discontinued operations 23
Note 24. Other Information 24
Note 25. Subsequent events 25
II. INTERIM FINANCIAL INFORMATION SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONDENSED CONSOLIDATED 27
Report and Opinion of the Audit Committee on the consolidated financial statements 29
Limited Review Report on the Consolidated Half Year Information 31
III. MEMBERS SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY THE BOARD 33
Detail of securities issued by the company and other group companies, held by board members as at 30 June 2008 35

(Page left intentionally blank)

I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the six months ended 30 June 2008

Condensed Consolidated Interim Balance Sheet as at 30 June 2008

(Amounts expressed in thousands of Euros) Note 30.06.08 31.12.07 Assets Non Current Assets Property plant and equipment 6 8 483 8 447 Intangible assets 7 34 610 34 737 Investments in associates 8 2 762 4 925 Deferred income tax assets 9 9 604 11 111 Total Non Current Assets 59 220 55 459 Current Assets Inventories 10 24 325 20 864 Trade and other receivables 11 107 439 120 155 Income tax receivable 1 486 1 378 Accrued income 14 357 19 605 Other current assets 3 180 3 468 Cash and cash equivalents 12 32 690 38 335 Total Current Assets 198 377 188 905 Assets for discontinued operations 23 6 529 - Total Assets 257 597 250 893 Equity Share capital 13 15 701 15 701 Treasury shares 13 (186) (249) Share premium 13 49 213 49 213 Reserves and retained earnings 34 532 29 199 (Loss)/Profit for the period attributable to equity holders (2 111) 6 997 100 861 97 149 Minority interest 14 10 438 13 641 Total Equity 114 502 107 587 Liabilities Non Current Liabilities Borrowings 15 3 835 5 762 Provisions 1 662 1 952 Deferred income tax liabilities 9 483 392 Total Non Current Liabilities 7 816 6 270 Current Liabilities Borrowings 15 9 482 12 692 Trade and other payables 16 105 176 105 409 Income tax payable 131 955 Deferred income and other current liabilities 11 750 17 047 Total Current Liabilities 135 279 127 363 Total Liabilities 143 095 133 633 Liabilities for discontinued operations 23 9 673 - Total Equity and Liabilities 250 893 257 597 Total Equity attributable to the company's equity holders

for the 6 months ended 30 June 2008 Condensed Consolidated Interim Income Statement

6 M * 6 M *
Note 30.06.08 30.06.07
4 89 163 75 269
4 58 141 54 277
(75 590) (65 909)
(24 395) (21 143)
17 (33 719) (30 013)
18 (12) (1 696)
( 2 966) ( 2 642)
10 622 8 143
2 139 1 686
(3 514) (2 185)
4 20
9 251 7 664
19 (1 774) (1 404)
7 477 6 260
23 (8 806) (617)
(1 329) 5 643
3 893
1 750
5 643
0.12 euros
20 0.22 euros 0.14 euros
14
20
(2 112)
783
(1 329)
(0.07) euros

6 M * - period of 6 months ended

The Accountant The Board of Directors

Condensed Consolidated Interim Cash Flow Statement for the 6 months ended 30 June 2008

(Amounts expressed in thousands of Euros)
6 M * 6 M *
Note 30.06.08 30.06.07
Cash flows from operating activities
Cash receipts from customers 138 064 119 443
Cash paid to suppliers and employees (127 251) (115 953)
Cash Generated from Operations 10 813 3 490
Income taxes paid (842) (412)
Other operating payments (889) (931)
(1 731) (1 343)
Net Cash generated in operating activities from continuing operations 9 082 2 147
Net Cash used in operating activities from discontinued operations 23 (1 504) (5 328)
Cash flows from investing activities
Receipts:
Sale of subsidiary, net of cash acquired 266 -
Interest received 714 765
980 765
Payments:
Acquisition of subsidiary
(1 507) (1 575)
Purchases of Property plant and equipment (1 830) (1 093)
Purchases of Intangible assets (1 130) (593)
(4 467) (3 261)
Net Cash used in investing activities from continuing operations (3 487) (2 496)
Net Cash used in investing activities from discontinued operations 23 (3) (144)
Cash flows from financing activities
Receipts:
Proceeds from borrowings 15 5 096 723
Proceeds from sale of treasury shares 13 45 110
5 141 833
Payments:
Repayments of borrowings
Interests and similar costs
15 (11 769)
(2 017)
(3 375)
(1 052)
Purchase of treasury shares 13 (965) -
(14 751) (4 427)
Net Cash used in financing activities from continuing operations (9 610) (3 594)
Net Cash generated in financing activities from discontinued operations 23 402 6 037
Cash and bank overdrafts from continuing operations - net (4 015) (3 943)
Cash and bank overdrafts from discontinued operations - net 23 (1 105) 565
Cash and bank overdrafts at the beginning of the period 31 278 31 152
Cash and bank overdrafts at the end of the period 12 27 263 27 774

6 M * - period of 6 months ended

Condensed Consolidated Interim Statement of Changes in Equity for the 6 months ended 30 June 2008

(Amounts expressed in thousands of Euros)

Attributable to equity holders of the Company
Note Share
Capital
Share
premium
Treasury
shares
reserves Fair value
Legal () adjust. () and
other reserves reserves (*)
Stock
Options
Retained
earnings
Minority
Interest
Total
Equity
Balance at January 1, 2007 15 701 49 213 (260) 1 276 229 518 28 036 11 211 105 924
Profit for the period - - - - - - 3 893 1 750 5 643
Total recognized income / (expense) - - - - - - 3 893 1 750 5 643
Treasury shares movements 13 - - 110 - - - - - 110
Stock Options 13 - - - - - 84 - - 84
Sale of available-for-sale financial assets - - - - (229) - - - (229)
Acquisitions to minority interests 14 - - - - - - (592) (804) (1 396)
Changes in consolidation universe 5 and 14 - - - - - - - (479) (479)
Balance at 30 June 2007 15 701 49 213 (150) 1 276 - 602 31 337 11 678 109 657
Balance at January 1, 2008 15 701 49 213 (249) 1 276 - 686 34 234 13 641 114 502
Profit for the period - - - - - - (2 112) 783 (1 329)
Total recognized income / (expense) - - - - - - (2 112) 783 (1 329)
Treasury shares movements 13 - - 63 - - - 791 - 854
Stock Options 13 - - - - - 84 - - 84
Acquisitions to minority interests 14 - - - - - - (2 538) (4 241) (6 779)
Changes in consolidation universe 5 and 14 - - - - - - - 255 255
Balance at 30 June 2008 15 701 49 213 (186) 1 276 - 770 30 375 10 438 107 587

(*) These reserves cannot be distributed to equity holders

NOVABASE S.G.P.S., S.A. Selected Notes to the Condensed Consolidated Interim Financial Statements for the 6 months ended 30 June 2008

1. General Information

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

The group operates in the IT sector and, during the period of 6 months ended 30 June 2008 developed its activity in three distinct business areas 'Consulting', 'Infrastructures and Managed Services (IMS)' and 'Digital TV'.

In March 14, 2008, by decision of the Board of Directors, the group has decided to initiate the legal procedures to the cessation of activity of the 'Mobility Solutions' business, which activity is the supply of systems and solutions in the mobile communications area. This was considered an inevitable decision in the present strategic and financial conditions of the business, consequently, the net loss of this business was presented, in the consolidated financial statements, in the heading 'Discontinued operations' in the income statement and in separate headings in assets and liabilities in the consolidated balance sheet.

Novabase is listed on the Euronext Lisbon.

These condensed consolidated interim financial statements were authorized by the Board of Directors on July 29, 2008. The Board of directors believes that these financial statements fairly present the group operations, as well as its financial position, financial performance, and cash flows.

2. Basis of Preparation

These condensed consolidated interim financial statements for the 6 months ended 30 June 2008 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 2007, which have been prepared in accordance with IFRSs.

These financial statements are presented in thousands of Euros.

3. Accounting Policies

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2007, as described in those annual financial statements.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

a) There are new standards, amendments to standards and interpretations that have been issued but are mandatory only for periods beginning on or after 1 July 2008, and have not been early adopted by the Group:

• IFRS 8, 'Operating segments' (effective for annual periods beginning on or after 1 January 2009). IFRS 8 replaces IAS 14 and aligns segment reporting with the requirements of the US standard SFAS 131. The impact of the adoption is being assessed by management.

• IAS 23 (amendment), 'Borrowing costs' (effective for annual periods beginning from 1 January 2009). This amendment is not relevant to the Group.

• IFRS 2 (amendment), 'Share based payments' (effective for annual periods beginning on or after 1 January 2009). The impact of the adoption is being assessed by management.

• IFRS 3 (amendment), 'Business combinations' and IAS 27 (amendment), 'Consolidated and separate financial statements' (effective for annual periods beginning on or after 1 July 2009). This amendment might have impact in Group's future business acquisitions.

• IAS 1 (amendment), 'Presentation of financial statements' (effective for annual periods beginning on or after 1 January 2009). This amendment has not been yet adopted by the European Union (EU). The impact of the adoption is being assessed by management.

• IAS 32 (amendment), 'Financial instruments: presentation' and consequential amendments to IAS 1, 'Presentation of financial statements' (effective for annual periods beginning on or after 1 January 2009). This amendment has not been yet adopted by the European Union (EU). The fundamental principle of IAS 32 is that a financial instrument should be classified as either a financial liability or an equity instrument according to the substance of the contract, not its legal form. The impact of the adoption is being assessed by management.

• IFRS 1 (amendment), 'First-time adoption of financial international reporting standards' and consequential amendments to IAS 27, 'Consolidated and separate financial statements' (effective for annual periods beginning on or after 1 January 2009). This amendment will not have an impact in the financial statements of the Group.

• IFRIC 13, 'Customer loyalty programmes' (effective for annual periods beginning on or after 1 July 2008). The effect of the adoption of this standard is not relevant for the Group.

• IFRIC 15, 'Agreements for the Construction of Real Estate' (effective for annual periods beginning on or after 1 January 2009). This interpretation will not have an impact in the financial statements of the Group.

• IFRIC 16, 'Hedges of a Net Investment in a Foreign Operation' (effective for annual periods beginning on or after 1 October 2008). This interpretation will not have an impact in the financial statements of the Group.

b) The following interpretations are mandatory for annual periods beginning on or after 1 January 2008, however, the Group has not early adopted them because they haven't yet been adopted by the European Union (EU):

• IFRIC 12, 'Service concession arrangements'. IFRIC 12 applies to contractual arrangements whereby a private sector operator participates in the development, financing, operation and maintenance of infrastructure for public sector services. IFRIC 12 is not relevant to the group's operations.

• IFRIC 14, 'The limit on a defined benefits asset, minimum funding requirements and their interaction' (effective for annual periods beginning on or after 1 January 2008). At the present date, this interpretation is not relevant for the Group.

c) The impact of the adoption of new standards and interpretations that became mandatory for annual periods beginning on 1 January 2008, is as follows:

• IFRIC 11, IFRS 2, 'Group and treasury share transactions'. Its adoption had no impact in the group's financial statements.

4. Segment information

Novabase business was marked, in the first half 2008, by two relevant facts: (i) the discontinuation of the Mobility Solutions business and, (ii) the launch of Novabase IMS (Infrastructures and Managed Services), business segment that merge the IT Infrastructures and Ticketing areas (previously within 'Engineering' business segment) and Outsourcing area (previously within 'Consulting' business segment). The business offer of IMS (Infrastructures and Managed Services) includes the IT Infrastructures business (which already included Infrastructure Outsourcing), the Ticketing area and Applicational Outsourcing (previously within Novabase Consulting).

Due to this reorganization, the 'Engineering' business segment (that, beside the areas mentioned above, also included the Mobility Solutions business) disappeared.

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

Therefore, as at 30 June 2008, for business segment report, the Group is organized as follows:

  • Consulting
  • IMS
  • Digital TV
  • Other

The business segment results for the 1st Half of 2007, are as follows:

Digital Novabase Disc. Operat.
Consulting IMS TV Other Group Mobile
Total Sales and Services rendered of the segment 38 289 44 504 53 932 77 136 802 21 547
Sales and Services rendered inter-segment (3 920) (802) (2 534) - (7 256) (26)
Sales and Services rendered 34 369 43 702 51 398 77 129 546 21 521
Operating profit 4 771 1 560 2 062 (250) 8 143 (346)

The business segment results for the 1st Half of 2008, are as follows:

Digital Novabase Disc. Operat.
Consulting IMS TV Other Group Mobile
Total Sales and Services rendered of the segment 41 047 54 655 60 996 263 156 961 11 148
Sales and Services rendered inter-segment (4 511) (10 269) 5 277 (154) (9 657) (73)
Sales and Services rendered 36 536 44 386 66 273 109 147 304 11 075
Operating profit 4 286 3 511 2 922 (97) 10 622 (7 022)

5. Companies included in consolidation

The companies consolidated by full method on 30 June 2008 were the following:

Shareholding %
Holding company, Head Office Share Capital
Subsidiaries and Associates and Country 30.06.08 30.06.08 31.12.07
Parent company - Group holding :
Novabase S.G.P.S. Lisbon - Portugal € 15 700 697 - -
Consulting:
(i)
Novabase Consulting, S.A.
Lisbon - Portugal € 2 041 000 100.0% 96.3%
(i)
Novabase B. I., S.A.
Lisbon - Portugal € 250 000 100.0% 96.3%
Novabase Core Fin. Software Sol., S.A. Lisbon - Portugal € 100 000 100.0% 100.0%
(i)
NBO Recursos em TI
Lisbon - Portugal € 50 000 100.0% 96.3%
(i)
Novabase A. C. D., S.A.
Lisbon - Portugal € 750 000 97.0% 93.4%
(i)
Novabase Consulting SGPS, S.A.
Lisbon - Portugal € 10 675 498 100.0% 96.3%
(i)
Novabase E. A., S.A.
Lisbon - Portugal € 150 000 100.0% 96.3%
(i)
CelFocus, S.A.
Lisbon - Portugal € 100 000 55.0% 53.0%
Mentor, S.A. Lisbon - Portugal € 50 000 100.0% 100.0%
(i)
COLLAB – Sol. I. Com. e Colab., S.A.
Lisbon - Portugal € 61 333 52.4% 50.7%
(i)
SAF, S.A.
Lisbon - Portugal € 325 000 90.0% 86.7%
Novabase International Solutions BV Amsterd. - Netherl. € 18 000 90.0% 90.0%
Nbase International Investments B.V. Amsterd. - Netherl. € 1 220 800 100.0% 100.0%
(iv) NB Solutions Middle East FZ-LLC Dubai - UAE 2 700 000 AED 90.5% -
IMS:
(ii) Novabase Infraestruturas, SGPS, S.A. Lisbon - Portugal € 50 000 100.0% 87.3%
(ii) Novabase IIS, S.A. Lisbon - Portugal € 70 500 100.0% 87.3%
Novabase Consulting Espanha, S.A. Madrid - Spain € 1 000 000 100.0% 100.0%
Octal - Engenharia de Sistemas, S.A. Lisbon - Portugal € 3 000 000 100.0% 100.0%
Gedotecome, Lda. Lisbon - Portugal € 25 000 100.0% 100.0%
(iv) Contactless SBCA Lisbon - Portugal € 500 000 63.7% -
(v) Novabase SRL Bucharest - Romania 35 920 RON 100.0% -
(vi) Ficedula SP Z O.O. Warsaw - Poland 50 000 PLN 100.0% -
Mobile:
Novabase Infr. Integracion S. Inf., S. A. Madrid - Spain € 120 202 100.0% 100.0%
Octal 2 Mobile (c) Lisbon - Portugal € 2 050 000 99.5% 80.0%
Digital TV:
Techno Trend Holding NV (a) Amsterd. - Netherl. € 97 295 39.5% 39.5%
Techno Trend AG (b) Erfurt - Germany € 5 263 320 39.5% 39.5%
Novabase Interactive TV (b) Lisbon - Portugal € 278 125 39.5% 39.5%
(iii) Octal TV , S.A. (b) Lisbon - Portugal € 250 000 51.6% 31.6%
OnTV, S.A. (b) Lisbon - Portugal € 100 000 39.5% 39.5%
(vii) TVLab, S.A. Lisbon - Portugal € 525 000 100.0% -
Capital:
Novabase Capital SGCR, S.A. Lisbon - Portugal € 2 500 000 100.0% 100.0%
Novabase Shared Services:
Novabase Serviços, S.A. Lisbon - Portugal € 250 000 100.0% 100.0%

(a) The Group has the power to govern the financial and operating policies of Techno Trend Holding NV.

(b) This company is controlled by Techno Trend Holding NV.

(c) The increase of the % shareholding in this company is due to a share capital increase subscribed.

The following changes occurred in the consolidation perimeter, in the 1st Half of 2008:

a) Acquisitions to minority interests

(iii)

(i) Acquisition of 3.69% of Novabase Consulting SGPS (sub-holding company of the Group for the Consulting area) (see note 14).

(ii) Acquisition of 12.73% of Novabase Infraestruturas SGPS, SA (see note 14).

b) Entries in the consolidation perimeter

(iv) The companies NB Solutions Middle East and Contactless, although have been incorporated in December 2007, started their activities only in 2008, and therefore were included by its fair value in 2007 accounts.

(v) The company Novabase SRL was incorporated in 2008.

Acquisition of 20% of Octal TV, S.A. (see note 14).

(vi) The company Ficedula SP Z O.O. was acquired in 2008.

(vii) Novabase acquired, in the first half of 2008, a holding of 55% in this company, and has now the power to govern the financial and operating policies. The companies consolidated using the equity method on 30 June 2008 were the following:

Holding company Head Office Shareholding %
and Country 30.06.08 31.12.07
Superemprego, S. A. Lisbon - Portugal 36.25% 36.25%
Mind, S.A. Lisbon - Portugal 50.0% 50.0%
Sapi 2 ci, Consultadoria Informática, S.A. (*) Oporto - Portugal 50.0% 50.0%
Sapi 2 pi, Projectos Informáticos, Lda (*) Oporto - Portugal 50.0% 50.0%
Fundo Capital Risco Lisbon - Portugal 30.0% 30.0%
Key Lab Lisbon - Portugal - 15.0%
Globaleda - Tel. e Sist. Informação, S.A. Ponta Delg. - Portugal 25.1% -

(*) In July 2008, it was celebrated a sale and purchase agreement of this financial holding, by the amount of EUR 390 thousand (see note 25).

6. Property plant and equipment

The detail of Property plant and equipment is analyzed as follows:

30.06.08 31.12.07
Accumulated Net book Accumulated Net book
Cost depreciation value Cost depreciation value
Buildings and other constructions 3 101 380 2 721 2 072 222 1 850
Basic equipment 4 909 2 330 2 579 5 017 2 151 2 866
Transport equipment 4 593 3 082 1 511 4 715 2 687 2 028
Tools and utensils 685 488 197 632 440 192
Furniture, fittings and equipment 2 464 995 1 469 2 415 911 1 504
Other tangible fixed assets 12 6 6 19 12 7
15 764 7 281 8 483 14 870 6 423 8 447

During 2007, movements on Property plant and equipment were as follows:

Change in
01.01.07 Acquisitions Consolidation Discontinued 31.12.07
Balance / Increases Disposals Transfers Universe Operations Balance
Cost :
Buildings and other constructions 1 361 1 805 (1 070) - (24) - 2 072
Basic equipment 3 968 1 851 (729) 243 (316) - 5 017
Transport equipment 5 331 1 027 (1 235) - (408) - 4 715
Tools and utensils 502 130 - - - - 632
Furniture, fittings and equipment 1 513 1 201 (208) - (91) - 2 415
Other tangible fixed assets 12 29 (22) - - - 19
12 687 6 043 (3 264) 243 (839) - 14 870
Accumulated Depreciation :
Buildings and other constructions 427 527 (710) - (22) - 222
Basic equipment 2 163 989 (695) - (306) - 2 151
Transport equipment 2 729 1 362 (1 056) - (348) - 2 687
Tools and utensils 364 76 - - - - 440
Furniture, fittings and equipment 909 286 (203) - (81) - 911
Other tangible fixed assets 4 30 (22) - - - 12
6 596 3 270 (2 686) - (757) - 6 423

During the 1st Half of 2008, movements on Property plant and equipment were as follows:

Change in
01.01.08 Acquisitions Consolidation Discontinued 30.06.08
Balance / Increases Disposals Transfers Universe Operations Balance
Cost :
Buildings and other constructions 2 072 1 029 - - - - 3 101
Basic equipment 5 017 732 (290) (400) 72 (222) 4 909
Transport equipment 4 715 5 (9) - - (118) 4 593
Tools and utensils 632 48 - - 5 - 685
Furniture, fittings and equipment 2 415 150 (57) - - (44) 2 464
Other tangible fixed assets 19 - (7) - - - 12
14 870 1 964 (363) (400) 77 (384) 15 764
Accumulated Depreciation :
Buildings and other constructions 222 158 - - - - 380
Basic equipment 2 151 578 (286) (70) 7 (50) 2 330
Transport equipment 2 687 469 (9) - - (65) 3 082
Tools and utensils 440 46 - - 2 - 488
Furniture, fittings and equipment 911 151 (56) - - (11) 995
Other tangible fixed assets 12 - (6) - - - 6
6 423 1 402 (357) (70) 9 (126) 7 281

Property plant and equipment increases in the 1st Half of 2008 refers essentially to the construction works in the new headquarter of the group and equipment acquired for it.

Buildings and other constructions includes assets in the amount of EUR 2 532 thousand installed on third party premises.

The heading 'Transport Equipment' includes the finance lease contracts, as detailed below:

30.06.08 31.12.07
Acquisition cost 4 572 4 686
Accumulated depreciation (3 068) (2 668)
Net book value 1 504 2 018
30.06.08 30.06.07
Depreciation charge 465 609

7. Intangible assets

Intangible assets are analyzed as follows:

30.06.08 31.12.07
Cost Accumulated
Amortisation
Net book
value
Cost Accumulated
Amortisation
Net book
value
Internally generated intangible assets 4 908 2 400 2 508 4 226 1 637 2 589
Industrial property and other rights 12 580 7 232 5 348 11 792 6 563 5 229
Work in progress 397 - 397 516 - 516
Goodwill 26 357 - 26 357 26 403 - 26 403
44 242 9 632 34 610 42 937 8 200 34 737

During 2007, movements on Intangible assets were as follows:

Change in
01.01.07 Acquisitions Impairment ch. Consolidation Discontinued 31.12.07
Balance / Increases Disposals Transfers Universe Operations Balance
Cost :
Internally generated intangible assets 3 891 707 (1 229) 857 - - 4 226
Industrial property and other rights 11 699 116 (23) - - - 11 792
Work in progress 1 177 439 - (1 100) - - 516
Goodwill 26 750 - - - (347) - 26 403
43 517 1 262 (1 252) (243) (347) - 42 937
Accumulated Amortisation
Internally generated intangible assets 1 230 1 636 (1 229) - - - 1 637
Industrial property and other rights 5 328 1 258 (23) - - - 6 563
6 558 2 894 (1 252) - - - 8 200

During the 1st Half of 2008, movements on Intangible assets were as follows:

01.01.08 Acquisitions Impairment ch. Consolidation Discontinued 30.06.08
Balance / Increases Disposals Transfers Universe Operations Balance
Cost :
Internally generated intangible assets 4 226 711 (244) - 215 - 4 908
Industrial property and other rights 11 792 58 (103) 855 - (22) 12 580
Work in progress 516 359 (23) (455) - - 397
Goodwill 26 403 2 - - - (48) 26 357
42 937 1 130 (370) 400 215 (70) 44 242
Accumulated Amortisation
Internally generated intangible assets 1 637 888 (245) - 120 - 2 400
Industrial property and other rights 6 563 676 (57) 70 - (20) 7 232
8 200 1 564 (302) 70 120 (20) 9 632

8. Investments in associates

This heading is analyzed as follows:

Shareholding % Acquisition Cost
30.06.08 31.12.07 30.06.08 31.12.07
(i) Plano B 75% 75% 9 9
WRC 4% 4% 15 15
Tape 1% 1% 4 4
Intelcart 10% 10% 2 2
(ii) TV Lab (see note 5) - 45% - 49
(iii) Key Lab - 15% - 1 325
Fundo Capital Risco 30% 30% 2 128 2 128
(iv) SAPi2 50% 50% 432 432
(v) NB Middle East (see note 5) - 91% - 700
(v) Contactless (see note 5) - 62% - 245
Globaleda 25% - 159 -
Other 13 16
2 762 4 925

(i) This company is dormant and therefore was excluded from consolidation.

(ii) In the 1st Half of 2008, with the acquisition of an additional holding of 55%, the Group has the power to govern the financial and operating policies of this company, and therefore included this subsidiary in the consolidation by full method (see notes 5 and 14).

(iii) Due to the decision of discontinuation of the 'Mobility Solutions' business, the Board of Directors decided to sell this financial holding in March 2008, which represented a loss of EUR 800 thousand, entirely recognized in the income statement in the 'Discontinued operations' heading.

(iv) Novabase does not have the power to control the operational and financial policies of this company. In July 2008, it was celebrated a sale and purchase agreement of this financial holding, by the amount of EUR 390 thousand (see note 25).

(v) Companies incorporated in December 2007, that started their activities only in 2008, and therefore, were included in the consolidation by full method in the 1st Half of 2008.

9. Deferred income tax assets and liabilities

Novabase Group recognizes the tax effects on timing differences that arose between the tax basis of assets and liabilities and their carrying amount in the Consolidated Financial Statements, in accordance with the International Accounting Standard 12 - Income Taxes.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts can be presented as follows:

30.06.08 31.12.07
Deferred tax assets:
To be recovered within 12 months 2 247 1 531
To be recovered after more than 12 months 7 357 9 580
9 604 11 111
Deferred tax liabilities:
To be recovered within 12 months - -
To be recovered after more than 12 months 483 392
483 392

Selected notes to the Condensed Consolidated Interim Financial Statements

The movement in the deferred income tax is as follows:

30.06.08 31.12.07
Balance at 1 January 11 111 9 829
Discontinued operations (1 449) -
Transfers 178 256
Income statement charge (236) 1 026
Balance at the end of the period 9 604 11 111

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 Accelerated Tax
losses Amortisation incentives Provisions Total
Balance at 1 January 2007 6 129 206 2 923 571 9 829
Charged to the income statement 268 (113) 716 155 1 026
Transfers 256 - - - 256
Balance at 31 December 2007 6 653 93 3 639 726 11 111
Charged to the income statement (584) (93) 285 156 (236)
Transfers 247 - (44) (25) 178
Discontinued operations (1 334) - (15) (100) (1 449)
Balance at 30 June 2008 4 982 - 3 865 757 9 604

10. Inventories

This heading is analyzed as follows:

30.06.08 31.12.07
Merchandise 6 506 9 652
Finished products 1 365 2 085
Raw materials, subsidiary goods and consumables 18 754 12 448
Inventory impairment 26 625
(2 300)
24 185
(3 321)
24 325 20 864

Movements in inventory impairment are analyzed as follows:

30.06.08 31.12.07
Balance at 1 January 3 321 2 017
Change in consolidation universe 42 -
Impairment 294 2 868
Impairment reversal (98) (1 023)
Discontinued operations (1 259) -
Write-offs - (541)
2 300 3 321

11. Trade and other receivables

This heading is analyzed as follows:

30.06.08 31.12.07
Trade receivables 102 954 117 359
Impairment of trade receivables (2 300) (3 291)
100 654 114 068
Prepayments to suppliers 2 773 1 940
Employees 345 264
Taxes 1 004 936
Subsidies from European Social Fund 100 102
Related parties debtors 517 517
Financial investments disposals 263 22
Other 1 783 2 306
6 785 6 087
107 439 120 155

The heading 'Taxes' refers essentially to the Value Added Tax (V.A.T.) receivable.

The fair value of trade receivables balance approximates it's carrying amount.

12. Cash and cash equivalents

With reference to the consolidated Cash Flow Statement, the detail and description of Cash and bank overdrafts is analyzed as follows:

30.06.08 31.12.07
- Cash 7 5
- Short term bank deposits 32 683 38 330
Cash and cash equivalents 32 690 38 335
- 'Overdrafts' (5 427) (7 057)
27 263 31 278

The fair value of Cash and cash equivalents balance approximates it's carrying amount.

There is a bank deposit of EUR 1 500 thousand given as collateral related to a EUR 10 000 thousand factoring line from Coface to Techno Trend AG.

13. Share capital, share premium, treasury shares and share options

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 2007 31 401 15 701 49 213 (260) 64 654
Treasury shares disposed - - - 11 11
Balance at 31 December 2007 31 401 15 701 49 213 (249) 64 665
Treasury shares purchased - - - (183) (183)
Treasury shares transferred - - - 241 241
Treasury shares disposed - - - 5 5
Balance at 30 June 2008 31 401 15 701 49 213 (186) 64 728

The number of treasury shares held by Novabase S.G.P.S. on 30.06.08 is under the limits established by its statutory rules (10% of share capital) and in accordance with the Portuguese commercial law.

At 31 December 2007 Novabase S.G.P.S. held 497 408 treasury shares, representing 1.58% of it's share capital.

During the 1st Half of 2008, the company purchased on the stock market 365 229 shares at the average price of EUR 2.64, transferred 480 355 shares at the average price of EUR 3.7, and 10 974 shares were disposed by the exercise of stock options, at the average price of EUR 4.09.

At 30 June 2008, Novabase S.G.P.S. held 371 308 treasury shares, representing 1.18% of total share capital.

Stock Options Plan

There are several Stock Options Plans in force approved in distinct Shareholders General Meetings.

The Stock Options attributed will automatically expire, whenever the employee is no longer working in any of the Group companies, or ceases functions as Administrator.

All active plans as at 30 June 2008 will be settled with shares of the company.

Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:

30.06.08 31.12.07
Average exercise
price in EUR
per share
Average exercise
price in EUR
per share
Options
(thousands)
Balance at 1 January 2 442 4 725
Granted 4.09 33 - -
Exercised 4.09 (11) 4.91 (23)
Lapsed 6.03 (854) 5.74 (2 260)
Balance at the end of the period 1 610 2 442

Share options outstanding (in thousands) at the end of the period have the following expiry date and exercise prices:

Exercise Shares (thousands)
Expiry date price 30.06.08 31.12.07
2008 6.03 - 854
2009 6.39 1 588 1 588
2010 4.09 22 -
1 610 2 442

In the income statement, under 'Employee benefit expense' heading, is booked a cost of EUR 79 thousand (2007: EUR 77 thousand), and in the 'Discontinued operations' heading is included a cost of EUR 5 thousand (2007: EUR 7 thousand).

14. Minority interest

This heading is analyzed as follows:

30.06.08 31.12.07
Balance at 1 January 13 641 11 211
Acquisitions of minority by the group (4 241) (1 082)
Costs of issuance of ordinary shares of a subsidiary - (469)
Change in consolidation universe (*) 255 687
Minority interest in profit for the period 783 3 294
10 438 13 641

(*) 2007: Collab share capital issue (EUR 877 thousand), NB Int. Sol. (EUR 13 thousand), SAPi2 (EUR -203 thousand); 2008: Contactless (EUR 255 thousand).

As referred in note 5, in the 1st Half of 2008, the Group made three operations of acquisitions to minorities, as detailed below:

Acquisition % share of the Acquisition
Company % Cost Equity value Difference
NB Consulting SGPS, S.A. 3.69% 2 721 1 700 1 021
NBIIS SGPS, S.A. (*) 12.73% 1 186 2 036 (849)
Octal TV, S.A. 20.00% 2 871 505 2 366
Total 6 778 4 241 2 538

(*) The acquisition cost has been estimated as the total amount to pay related to the acquisition of this financial holding depends on the achievement of future goals by the subsidiary.

Part of the acquisitions to minorities of Novabase Consulting SGPS and Novabase IIS SGPS were paid in cash, and part with the transfer of treasury shares of Novabase SGPS. The treasury shares transferred were valued at its tradable price in stock Exchange in the day the acquisition occurred.

In the operations described above, as the financial holdings were acquired to minorities in which the group already had control, 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 2 538 thousand.

These operations had an impact in minority interest, which decreased EUR 4 241 thousand.

15. Borrowings

This heading is analyzed as follows:

30.06.08 31.12.07
Non current
Bank borrowings 2 844 4 325
Finance lease liabilities 991 1 437
3 835 5 762
Current
Bank borrowings 8 516 11 584
Finance lease liabilities 966 1 108
9 482 12 692
Total borrowings 13 317 18 454

The fair value of Non current liabilities balance approximates it's carrying amount.

The exposure of the Group's current borrowings to the contractual repricing dates are as follows:

6 months or
less
6-12 months Total
At 31 December 2007 10 120 1 464 11 584
At 30 June 2008 7 035 1 481 8 516
The maturity of non current borrowings is as follows:
30.06.08 31.12.07
Between 1 and 2 years 2 162 2 979
Between 2 and 5 years 682 1 346
2 844 4 325
The effective interest rates at the balance sheet date were as follows:
30.06.08 31.12.07
Bank borrowings 6.186% 5.622%

Bank overdrafts 5.467% 4.921%

30.06.08 31.12.07
Finance lease liabilities – minimum lease payments:
Not later than 1 year 966 1 108
Between 1 and 5 years 991 1 437
1 957 2 545
Future finance charges of finance leases 653 852
Present value of finance lease liabilities 2 610 3 397
The present value of finance lease liabilities can be analyzed as follows:
30.06.08 31.12.07
Not later than 1 year 1 264 1 474
Between 1 and 5 years 1 346 1 923
Present value of finance lease liabilities 2 610 3 397

16. Trade and other payables

This heading is analyzed as follows:

30.06.08 31.12.07
Trade payables 67 164 59 081
Marketing 9 54
Personnel - remuneration, vacation and vacation subsidies 9 542 6 866
Bonus 3 533 6 184
Projects in progress 5 256 8 906
VAT 7 523 8 461
Social security contributions 868 1 528
Income tax withholding 742 1 053
Employees 983 432
Subscribers of share capital in subsidiaries 537 537
Retirement benefit obligations 357 357
Prepayments from clients 188 269
Other accruals 3 455 5 398
Other payables 5 019 6 283
105 176 105 409

The fair value of Trade and other payables balance approximates it's carrying amount.

17. Employee benefit expense

This heading is analyzed as follows:

30.06.08 30.06.07
Board members remuneration 3 447 3 322
Salaries and wages 25 351 22 356
Social security charges 4 259 3 694
Stock options attributed 79 77
Other personnel expenses 583 564
33 719 30 013

Average number of personnel is analyzed as follows:

30.06.08 30.06.07
'Consulting' 949 859
'IMS' 353 290
'Digital TV' 319 292
'Capital' : 2 1
'Shared services' 101 82
1 724 1 524

18. Other losses

This heading is analysed as follows:

30.06.08 30.06.07
Gain on financial participation disposals 19 -
Client impairment and reversal of client impairment (319) (52)
Inventories impairment and reversal of inventories impairment (196) (1 422)
Warranties provisions 26 (391)
Other Provisions (23) 33
Subsidies 315 200
Other 166 (64)
(12) (1 696)

19. Income tax expense

This heading is analyzed as follows:

30.06.08 30.06.07
Current tax 1 538 1 633
Deferred tax due to timing differences 236 (229)
1 774 1 404

Group income tax for the year differs from that obtained when using the holding company's country average tax rate as a result of:

30.06.08 30.06.07
Profit before tax 9 251 7 664
Income tax at nominal rate 2 313 1 916
Fiscal benefits from work creation (142) (98)
Provisions and amortisations not considered for fiscal purposes 156 93
Autonomous taxation 152 171
Losses in companies where no deferred tax is recognized 146 18
Expenses not deductible for tax purposes 256 60
R&D fiscal benefits (1 145) (903)
Income tax adjustment 169 177
Other (131) (30)
Income tax 1 774 1 404

20. Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company (Note 13).

Diluted

Each share diluted result is calculated by adjusting the average weighted number of ordinary shares, in order to consider the conversion of all the potentials dilutive ordinary shares. Novabase has just one type of potential ordinary dilutive shares: stock options. It was decided that the number of shares to be acquired at its fair value by the weighted average of the Novabase shares market price. This number of shares was compared with the number of shares that would be issued if all the options were exercised.

This item is analyzed as follows:

30.06.08 30.06.07
Weighted average number of ordinary shares in issue 29 931 362 31 189 522
Stock options adjustment - -
Adjusted weighted average number of ordinary shares in issue 29 931 362 31 189 522
(Loss)/Profit attributable to equity holders of the Company (2 112) 3 893
Basic earnings per share (euro per share) (0.07) euros 0.12 euros
Diluted earnings per share (euro per share) (0.07) euros 0.12 euros
Loss from continuing operations attributable to equity holders of the Company 6 694 4 510
Basic earnings per share (euro per share) 0.22 euros 0.14 euros
Diluted earnings per share (euro per share) 0.22 euros 0.14 euros
Profit from discontinued operations attributable to equity holders of the Company (8 806) (617)
Basic earnings per share (euro per share) (0.29) euros (0.02) euros
Diluted earnings per share (euro per share) (0.29) euros (0.02) euros

21. Commitments

The financial commitments not included in the balance sheet are bank guarantees provided to third parties for ongoing projects, and are detailed as follows:

Bank 30.06.08 31.12.07
Novabase S.G.P.S. BPI 170 101
Novabase S.G.P.S. BES 3 000 5 500
Novabase S.G.P.S. SANTANDER 1 000 -
Novabase Consulting, S.A. BPI 2 071 1 734
Novabase Consulting, S.A. BES 5 333 5 004
Novabase B. I., S.A. BPI 3 5
NBO Recursos em TI BPI 523 523
Novabase A. C. D., S.A. BES 976 -
Novabase Serviços, S.A. BPI 405 405
Novabase Serviços, S.A. BES 371 371
SAF, S.A. BPI 8 10
Novabase Core Fin. Software Sol., S.A. BPI 2 2
COLLAB – Sol. I. Com. e Colab., S.A. BPI 152 152
Octal - Engenharia de Sistemas, S.A. BCP 1 159 1 159
Octal - Engenharia de Sistemas, S.A. BES 21 21
Novabase IIS, S.A. BES 1 090 1 205
Novabase IIS, S.A. BCP 18 13
Novabase Infr. Integracion S. Inf., S. A. BESSA 280 224
Gedotecome, Lda. BCP 18 19
Octal TV , S.A. BCP 8 26
Octal TV , S.A. BBVA 237 237
Novabase Consulting Espanha, S.A. BESSA 10 11
Octal 2 Mobile BBVA 4 500 4 500
21 355 21 222

The commitments detailed above includes bank guarantees in the amount of EUR 3 000 thousand issued from Novabase S.G.P.S. to the associated TT AG, in order to guarantee the loans made by this company.

In the 1st Half of 2008, the Group had the following grouped credit lines contracted:

Credit line
Group of companies (Millions €)
NB SGPS; NB Serviços; NB IIS; Octal 2 Mobile; NB IDTV; Octal; NB Consulting 10.0
NB SGPS; NB Consulting; NB EA; Octal; NB Serviços; NB BI; NB ACD; NBO NB Capital 7.0
NB IIS; Octal 2 Mobile; Octal; TV Lab 4.5
NB SGPS; Octal; NB IIS; Octal2Mobile 5.0

With the intention to stabilize its cash flows, the group uses full factoring transactions. As at 30.06.08, the amount transferred to factoring companies was EUR 14 104 thousand.

22. Related-party transactions

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

i) Sales of goods and services

30.06.08 30.06.07
BES group 6 075 6 616
6 075 6 616
The above identified transactions were performed at arms length.
ii)
Purchases of goods and services
30.06.08 30.06.07
30.06.08 30.06.07
96 72
96 72
30.06.08 30.06.07
3 447 3 311
11
3 447 3 322
-

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

30.06.08 31.12.07
Receivables from related parties:
BES group 5 823 7 796
5 823 7 796
Payables from related parties:
BES group - 19
- 19

At 30 June 2008 and 31 December 2007, no provisions for loans provided to associates were considered necessary.

v) Acquisitions of financial holdings to related parties

30.06.08 31.12.07
Minority interest NB Consulting SGPS, S.A. 2 701 -
Minority interest Novabase Infraestruturas SGPS, S.A. 1 186 -
Minority interest Octal TV, S.A. 2 871 -
6 758 -
vi) Loans from related parties
30.06.08 31.12.07
BES group 2 550 3 400
vii) Bank deposits and finance investments (including 'overdrafts')
30.06.08 31.12.07
BES group 141 1 084
viii) Interests paid on loans to related parties
30.06.08 30.06.07
BES group 110 144

23. Discontinued operations

In March 14, 2008, by decision of the Board of Directors, the group has decided to initiate the legal procedures to the cessation of activity in 'Mobility Solutions' business, which activity is the supply of systems and solutions in the mobile communications area. This was considered an inevitable decision in the present strategic and financial conditions of the business. A provision of EUR 8.8 Millions was booked for the closure of the Mobility Solutions area, which already includes all risks and costs involved in the closure of the activity. The implementation of the closure plan has been carried out as forecasted.

The balance sheet for discontinued operations is detailed as follows

30.06.08
Total Non Current Assets 290
Total Current Assets 6 239
Assets for discontinued operations 6 529
Total Non Current Liabilities 249
Total Current Liabilities 9 424
Liabilities for discontinued operations 9 673

The income statement for discontinued operations is detailed as follows

30.06.08 30.06.07
Sales 10 845 21 380
Services rendered 230 141
Cost of goods sold (10 726) (19 204)
External supplies and services (1 937) (2 120)
Employee benefit expense (549) (855)
Provisions (4 862) 273
Other operating expenses (14) (53)
Depreciation and amortisation (35) (32)
Other operating income 26 124
Operating Loss (7 022) (346)
Financial Losses (335) (373)
Income tax expense (1 449) 102
Loss from discontinued operations (8 806) (617)

In the heading 'Provisions' is booked an amount of approximately EUR 5 Million which include the costs not yet incurred with impairment of some trade receivables, impairment of other assets (inventories and/or fixed assets) and other costs directly related to the closure of the activity.

The cash flows for discontinued operations is detailed as follows:

30.06.08 30.06.07
Cash flows from operating activities (1 504) (5 328)
Cash flows from investing activities (3) (144)
Cash flows from financing activities 402 6 037
Cash and bank overdrafts from discontinued operations - net (1 105) 565

24. Other Information

On 30 June 2008 the Group was part intervenient in the following processes:

  • (i) Court procedure brought by the company Drink In – Companhia de Indústria de Bebidas e Alimentação, S.A. against one of Novabase's subsidiaries (Novabase Enterprise Applications – Sistemas de Informação de Gestão Empresarial, S. A.), under which the plaintiff claims the payment of approximately EUR 716 thousand allegedly for the application of penalties for the delay in implementing and installing a computer system. Under the same proceedings, Novabase's subsidiary in question filed a reply and a counterclaim in the amount of approximately EUR 297 thousand concerning unpaid invoices in the same project. This lawsuit is at the hearing stage.
  • (ii) Two labour Court actions are pending against a subsidiary of Novabase (Novabase Businnes Intelligence – Sistemas de Informação de Suporte à Decisão, Qualidade de Dados e Geo-Referênciação, S. A.), the amount of potential liability under the aggregate of these actions amounts approximately to EUR 7.5 thousand, added of (i) interests accrued and to be accrued until full payment, (ii) the payment of the salaries accrued and to be accrued until the Courts decision (res judicata) and (iii) the payment of a compensation to be determined by the Judge (between 15 and 45 days of salary for each year of seniority). In one of the referred actions a decision against the company may imply readmission of the worker. Both these cases await final hearing.
  • (iii) A labour court action is pending against Novabase Sociedade Gestora de Participações Sociais, S. A. and its subsidiary SAF, S.A., brought forward by Patrícia Talhinhas Pita formerly a services renderer of SAF SA, who claims the existence of an employment contract with this subsidiary of Novabase. Novabase was called by the plaintiff as solitarily responsible for the payments due by its subsidiary should the latter fail in complying with court orders. The total amount of potential liability under this action is EUR 23 thousand, added of (i) interests accrued and to be accrued until full payment, (ii) the payment of the salaries accrued and to be accrued until the Courts decision (res judicata) and (iii) the payment of a compensation to be determined by the Judge (between 15 and 45 days of salary for each year of seniority). In one of the referred actions a decision against the company may imply readmission of the worker. This case awaits final hearing.
  • (iv) Court procedure brought by the plaintiff Carlos António Pinto Eliseu Baptista Lopes against two subsidiaries of the Novabase Group (Novabase, Sociedade Gestora de Participações Sociais, S. A. and Novabase Capital, Sociedade Gestora de Capital de Risco, S. A.) t under which the plaintiff claims the payment of EUR 905 thousand, plus interests accrued until full payment, as well as the payment of the damages it suffered in a value yet to be established within the procedure. This lawsuit is awaiting ruling. In the event of an unfavorable decision for Novabase, Sociedade Gestora de Participações Sociais, S. A. and Novabase Capital, Sociedade Gestora de Capital de Risco, S. A. these companies may have to support the payment of approximately EUR 905 thousand plus interests accrued until payment in full and the payment of an amount for the damages suffered in a value yet to be established.
  • (v) Court procedure brought by the company Altitude Software, S.A., against a subsidiary of Novabase (Collab – Soluções Informáticas de Comunicações e Colaboração, S. A.), under which the plaintiff claims (i) the seizure of the software, respective documentation and source-code, (ii) that the defendant be restricted from reproducing and commercializing the same software; as well as claims (iii) the payment of moral damages in the amount of EUR 500 thousand, (iv) the payment of pecuniary damages to be determined at the time of enforcement of the action; and (v) the application of a compulsory penalty, in the amount of EUR 1 thousand per day, for non-compliance of the defendant with a possible court decision in its favour. Novabase's subsidiary has presented a Reply to this action and under the same proceedings has requested that a fine be imposed to the plaintiff on account of litigation on bad faith. The preliminary hearing was postponed sine die due to the judge's illness.

  • (vi) Court procedure brought by the company CES - Comércio de Equipamentos de Escritório, S.A. under which a Subsidiary of Novabase (Novabase IIS – Infraestrutura e Integração de Sistemas Informáticos, S. A.) is a co-defendant and whereby the plaintiff claims (i) the restitution of equipment and furniture that was installed in the premises of the co-defendant of the Subsidiary of Novabase and that belongs to it and (ii) the payment of an indemnity for de damages it suffered to be determined at the time of enforcement of the decision. Under the same proceedings, Novabase's subsidiary in question filled a reply and a counterclaim in the amount of approximately EUR 176 thousand regarding amounts unlawfully paid to the Plaintiff. The preliminary hearing has already taken place. The procedure awaits scheduling of the final hearing.

  • (vii) Court procedure brought by the company Digisat – Digital Satélite, Lda., under which a subsidiary of Novabase (Octal TV – Engenharia de Sistemas para a TV Interactiva, S. A.) is co-Defendant and has presented its reply. The Court requested the Plaintiff to rectify the terms of the claim in order to clarify the action value (approximately EUR 40 thousand) and the amount of the claim (approximately EUR 100 thousand). The action awaits the pronunciation of the Plaintiff, meanwhile the Plaintiff's lawyer has foregone its power of attorney.
  • (viii) A subsidiary of Novabase (Octal TV – Engenharia de Sistemas para a TV Interactiva, S. A.) is a defendant in a proceeding brought against it by Wisi Comunicaciones, S.A., the latter is claiming the payment of approximately EUR 24 thousand. The company presented a reply to this action. The procedure awaits final hearing.
  • (ix) A Subsidiary of Novabase (Gedotecome – Informática, Lda.) is a defendant in a Court action brought against it by CCBS – Multimédia Lda., the latter is claiming payment of EUR 37 thousand. The Defendant presented its reply and has requested that a fine be imposed to the plaintiff on account of litigation on bad faith. The procedure awaits final hearing.
  • (x) A Subsidiary of Novabase (Gedotecome – Informática, Lda.) is a defendant in a Court action brought against it by Pararede Tecnologias de Informação, S. A., the latter is claiming the payment of EUR 158 thousand. The Defendant presented reply and a counterclaim against the Plaintiff in the amount of approximately EUR 7thousand regarding amounts unlawfully paid to the Plaintiff. The procedure awaits final hearing.
  • (xi) A subsidiary of Novabase (Novabase Consulting, SGPS, S. A.) is a defendant in a proceeding brought against it by Fidelidade Mundial, S. A., the latter is claiming the payment of approximately EUR 518 for non-payment of insurance premium. The company presented a reply to this action. The procedure awaits final hearing.
  • (xii) A subsidiary of Novabase (Novabase IIS - Infraestrutura e Integração de Sistemas Informáticos, S. A.) hás a claim against Haironville Portugal, Ind. Perfilados S.A.. to recover an amount of EUR 10 thousand plus interest in late payment. The defendant brought forward a counter-claim to recover fifteen thousand euros. The procedure awaits the scheduling of the final hearing.
  • (xiii) Corrections project brought by DGCI – Direcção Geral de Contribuições e Impostos (Portuguese Tax Authority) to the tax profit assessed concerning the years 2003, 2004 and 2005, with an estimated impact of EUR 3 534 thousand to the taxable income and EUR 1 060 thousands on the income tax. Novabase presented reply and a counterclaim, with solid arguments to the base of all the proposed corrections, and therefore considered a provision of EUR 383 thousand concerning the risk of an income tax potential adjustment.

25. Subsequent events

It was celebrated a sale and purchase agreement of 50% of the financial holding in Sapi 2 ci, Consultadoria Informática, S.A., by the amount of EUR 390 thousand. In the second half of 2008, this sale agreement will became effective and the Group will no longer have any financial holding in the referred company.

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

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Opinion of the Audit Committee on the Consolidated Financial Information

Dear Shareholders,

Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code, we now present a brief summary of our supervisory activities, together with our opinion on the Half Year Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the period of 6 month ended 30 June 2008.

Over the course of the six month period ended June 30 2008, the Audit Committee held various formal meetings, informal ad-hoc meetings and meetings with Novabase management to supervise the following:

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

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

The Consolidated Report accurately, clearly and fully reflects the most significant aspects of the Company's business and financial situation; similarly, all existing risks of both an operational and financial nature have been duly identified; and

0

The Consolidated Financial Statements and corresponding Annex truly and fairly reflect the Company's financial situation.

Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Limited Review Report on the Consolidated half year Financial Information, it is our opinion that:

  • The Consolidated Half Year Report be approved;
  • The Consolidated Financial Statements be approved.

Lisbon, 28 August 2008

The Audit Committee

Luis Mira Amaral (Chairman)

João Quadros Saldanha (Member)

Manuel Alves Monteiro (Member)

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Palácio Sottomayor Rua Sousa Martins, 1 - 3º 1069-316 Lisboa Portugal Tel +351 213 599 000 Fax +351 213 599 999

Limited Review Report on the Consolidated Half Year Financial Information

(Free Translation from the original in Portuguese)

Introduction

1 As required by the Portuguese Securities Market Code ("Código dos Valores Mobiliários") we hereby present our Limited Review Report on the consolidated condensed information for the period of six months ended 30 June 2008, of Novabase SGPS, S.A., included in: the interim Directors' Report, consolidated balance sheet (which shows a total of euros 250.893 thousand, a total shareholders' equity of euros 107.587 thousand including minority interests of euros 10.438 thousand, including a loss for the period of euros 2.111 thousand), consolidated statement of income, consolidated statement of changes in equity and consolidated cash flow statements for the period then ended and the respective condensed notes.

2 The amounts in the consolidated financial statements, as well as the financial information, were obtained from the accounting records.

Responsibilities

3 The Company's board of Directors is responsible for: (a) the preparation of consolidated financial information that present a true and fair view of the financial position of the companies included in the consolidation and the consolidated results of their operations; (b) the preparation of historical financial information in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU that is complete, true, timely, clear, objective and licit, as required by the Securities Market Code ("Código dos Valores Mobiliários"); (c) to adopt adequate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any relevant matters which have influenced their activity, financial position or results.

4 Our responsibility is to verify the financial information included in the above mentioned documents, namely if, it is complete, true, timely, clear, objective and licit, as required by the Securities Market Code ("Código dos Valores Mobiliários"), and to issue a professional and independent report based on our work.

Novabase SGPS, SA

Scope

5 Our work was performed, with the objective of obtaining moderate assurance about whether the financial information referred to above is free of material misstatement. Our work, which was performed in accordance with the Standard and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted: (a) mainly of enquiries and analytical procedures to review: (i) the reliability of the assertions included in the financial information; (ii) the adequacy of the accounting policies adopted considering the circumstances and their consistent application; (iii) the applicability, or otherwise, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) if, the consolidated financial information is complete, true, timely, clear, objective and licit; and (b) in substantive tests to the unusual significant transactions.

6 Our work also covered verification of the consistency of the consolidated condensed financial information included in the Directors' Report with the remaining documents referred to above.

7 We believe that our work provides a reasonable basis for issuing this report on the half yearly consolidated financial information.

Conclusion

8 Based on our work, which was performed with the objective of obtaining moderate assurance, nothing came to our attention that leads us to believe that the consolidated condensed financial information for the period of six months ended 30 June 2008 is not free of material misstatements that affects its conformity with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU and that it is not complete, true, timely, clear, objective and licit.

Lisbon, 28 August 2008

PricewaterhouseCoopers & Associados, SROC, Lda. represented by:

[This is a translation not to be signed]

Abdul Nasser Abdul Sattar, R.O.C.

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

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Detail on securities issued by the company and other group companies, held by board members as at 30.06.08

Share
Capital
Total nº of
shares
Shares held by
board members at
31.12.07
Transactions Shares held by
board members at
30.06.08
% of shares
held by board
members
30.06.08
Novabase SGPS, S.A. 15 700 697 31 401 394 11 337 395 68 931 11 406 326 36.3%
José Afonso Oom Ferreira de Sousa 2 498 746 16 201 2 514 947 8.0%
Pedro Miguel Quinteiro M. de Carvalho 2 498 697 0 2 498 697 8.0%
Rogério dos Santos Carapuça 1 884 787 0 1 884 787 6.0%
Luís Paulo Cardoso Salvado 1 786 790 16 250 1 803 040 5.7%
João Nuno da Silva Bento 1 783 563 16 230 1 799 793 5.7%
Álvaro José da Silva Ferreira 804 866 16 250 821 116 2.6%
Manuel Saldanha Tavares Festas 74 946 0 74 946 0.2%
Manuel Alves Monteiro 5 000 4 000 9 000 0.0%
CelFocus 100 000 100 000 3 0 3 0.0%
Paulo Jorge Barros Pires Trigo 1 0 1 0.0%
Francisco Manuel Martins Pereira do Valle 1 0 1 0.0%
José Afonso Oom Ferreira de Sousa 1 0 1 0.0%
COLLAB – Sol. I. Com. e Colab., S.A. 61 333 61 333 18 750 0 18 750 30.6%
Pedro Cabrita Quintas 3 750 0 3 750 6.1%
Manuel Amaral Beja 15 000 0 15 000 24.5%
NB Advanced Custom Development, S.A. 750 000 750 000 8 753 0 8 753 1.2%
João Pedro Silva 8 753 0 8 753 1.2%
Novabase Consulting SGPS, S.A. 10 675 498 10 675 498 394 117 (394 117) 0 0.0%
João Rafael Leitão Ivo da Silva 105 687 (105 687) 0 0.0%
Luís Miguel Mota da Cunha Lobo 107 299 (107 299) 0 0.0%
Nuno Carlos Dias Santos Fórneas 67 362 (67 362) 0 0.0%
Pedro Miguel Correia Vala Chagas 113 769 (113 769) 0 0.0%
Novabase Infraestruturas, SGPS, S.A. 50 000 5 000 000 419 993 (419 993) 0 0.0%
Miguel Vicente 381 812 (381 812) 0 0.0%
Luís Dias 38 181 (38 181) 0 0.0%
Novabase International Solutions, B.V. 18 000 18 000 1 080 0 1 080 6.0%
Paulo Jorge Barros Pires Trigo 720 0 720 4.0%
Jamie Bridel 360 0 360 2.0%
SAF 325 000 325 000 24 375 0 24 375 7.5%
Mário Jacinto S. Oliveira L. Figueira 24 375 0 24 375 7.5%
Tecnhotrend Holding, B.V. 97 295 9 729 470 4 247 391 0 4 247 391 43.7%
Heiko Kieser 3 689 684 0 3 689 684 37.9%
Michael Pauli 407 707 0 407 707 4.2%
Miguel Rolo 150 000 0 150 000 1.5%

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