The first half of 2012 has been a turbulent period for Qurius in which we had to redefine our future plans and to
immediately enter a phase of transition.
1.1 Deteriorating developments gradually visible
At the start of 2012 we were quite optimistic that we would achieve our internal goals in terms of sales, costs, EBIT
and net results.The restructuring process, initiated mid-2010, was halfway and the first results were visible, as
reported in the annual report 2011 and at the AGM on 24 May 2012. Our operation in the UK managed to produce a
small positive EBIT in 2011 and was positioned to pick up growth of the business. In Germany the losses declined
while in the last few months of 2011, a number of large deals were closed, lifting this operating company to a higher
level. The operations in the Netherlands were improving and we expected in 2012 to reap the fruit of a lower cost level
and a more focussed organisation. Also based on our financial analyses days, in which we are regularly updated by the
members of the country management in person, we expected 2012 to become the first profitable year since 2007.
However, the 2011 trend did not continue to the full in the first quarter of 2012. Sales lagged somewhat behind, costs
were less flexible than required and the amount of available working capital shrunk. At that time, we considered this to
be a temporary break that we would catch up later in the year.
The second quarter however, did not show the expected improvements and by the end of this quarter it became clear
to us that it was necessary to take immediate measures in our German operating company including taking leave of its
managing director. The developments in Germany combined with lagging results in The Netherlands and UK urged us
to take the necessary steps to secure the continuity of the business for Qurius.
1.2 Goodwill impairment
The developments as they became clear in June 2012, brought us to the conclusion that we would not achieve the
goals of the restructuring programme, initiated halfway 2010, because of a lack of cash required to fuel the remaining
part of the restructuring process. This cash shortage was due to the combination of the losses made in Germany and
below plan performance of the UK and NL operations. The goals from the restructuring process however, were part of
our internal planning and part of our model to test the capitalised goodwill on our balance sheet.
The most recent impairment tests that we had executed, at year-end 2011, were based on the presumptions that
followed from the goals of the restructuring process. These tests showed a headroom amounting to EUR 20.5 million.
The different scenarios that we also tested, did not lead to such deviations from the headroom of EUR 20.5 million,
that we considered them significant enough to publish.
In order to address the goodwill issue following our conclusion that we would not attain the goals of the restructuring
process, we started to adjust the parameters and to recalculate the goodwill following expectations based on the
extrapolation of the latest developments.
When the first results of our calculations became visible, we decided to issue immediately a press release in order to
inform the market. In this press release, issued on 29 June, we reported that there was a significant difference to the
prospects Qurius had in 2011 and that in accordance with Qurius’ policy, the capitalized goodwill would be tested,
which was expected to lead to a goodwill impairment of between EUR 14 and EUR 18 million of the operating
companies. We also reported that we expected a negative EBIT for the first half of 2012 of an estimated EUR 2 million
(before goodwill impairment). The press release further stated that Qurius would examine possible options for the
company, as a whole or in parts, to fit into one or more parties, that there had been an initial orientation in the market
and that, based on this, it had been decided to continue the talks with Prodware.
The final calculations led to an impairment of EUR 17.2 million, of which EUR 11.0 million relates to Germany and EUR
6.2 million relates to The Netherlands. The goodwill of the UK was not impaired as it still showed a headroom, also
under the adjusted conditions.
1.3 New track to achieve strategic goals
By the end of May Qurius was in such a shape that the cash position of the other operating companies was not
sufficient to support Qurius Germany. The scene was completed by the major external financier of Qurius that executed
its rights and claimed repayments; which took place in close consultation but nevertheless increased the pressure on
the available working capital.
As always, we realised that our business and hence shareholder value, depends on one main thing: customer trust. At
this stage, we felt it as our responsibility to secure the confidence that customers put in us and to be able to deliver
our customers in the short, mid and long term what they may expect from us. With that goal in our mind, we reevaluated our strategic options. Part of this was plotting other parties’ interest for our business, as a whole or in parts.
We contacted various, industry related and unrelated, parties.
From this initial round-up, it appeared that the interest was low. Prices or indications of prices would be unacceptable
for our shareholders while the interest of our customers was not secured by the parties that we sounded. Prodware
was interested in acquiring all operating companies. Like other parties, Prodware was not interested to take Qurius
N.V. over as a whole, but its distinct operating companies only, as this would require considerable less administrative
procedures. Late June we announced that we intensified the on-going talks with Prodware which led, as intended, to
the interest of parties with which we had no contact before.
1.4 Outlook
The third quarter is always weak for the IT sector, including Qurius, due to the holidays (with less chargeable hours as a
consequence) and seasonal trends in software sales. For the third quarter of 2012 we expect to book a net loss as
was the case in the preceding years. We expect to complete the deal with Prodware in the fourth quarter. Assuming the
shareholders meeting approves the transaction with Prodware, we’ll start liquidating Qurius N.V.
1.5 Risk Profile
On the website of the Annual Report 2011, a summary of the risk assessment is published that Qurius carried out in
2011. The assessment concerns the identification of strategic risks, operational risks and financial risks.
Qurius can be affected by financial risks related to:
1. The way we do business
2. The way our business is financed
3. The financial situation of our customers
We identified credit risk, currency risks, financing risks, interest rate risk and risks related to our intangible fixed
assets. In our view, the nature and potential impact of the risks in these groups in the first six months of 2012 were
not materially different than in 2011 and will not be materially different in the second six months of 2012 as long as
Qurius holds the activities in The Netherlands, Czech Repblic and Qiptree. In addition Qurius runs a share price
fluctuation risk on the listed Prodware shares that were paid for step 1 of the deal. The risk is described on page 10.
1.6 Executive Board responsibility statement
The company’s members of the Executive Board hereby declare that, to the best of their knowledge:
1. The mid-year financial statements for the first half of the financial year 2012 give a true and fair view of the
assets, liabilities, financial position and result of the company and its consolidated entities;
2. The mid-year directors’ report for the first half of the financial year 2012 gives a true picture of:
a. The most important events which have occurred in the first six months of the financial year in question
and of the effect of those on the mid-year financial statements as far as this can be fairly assessed.
b. The most important transactions with related parties which were entered into during this period.
c. The main risks and uncertainties for the remaining six months of the financial year in question.
1.7 Forward looking statement
This report contains information as referred to in the articles 5:59 jo. 5:53, 5:25d and 5:25w of the Dutch Financial
Supervision Act (Wet op het financieel toezicht). Forward looking statements, which can form a part of this report refer
to future events and may be expressed in a variety of ways, such as ‘expects’, ‘projects’, ‘anticipates’, ‘intends’ or
other similar words (“Forward looking statements”). Qurius has based these forward looking statements on its current
expectations and projections about future events. Qurius’ expectations and projections may change and Qurius’ actual
results, performance or achievements could differ significantly from the results expressed in or implied by these
forward looking statements due to possible risks and uncertainties and other important factors which are neither
manageable nor foreseeable by Qurius and some of which are beyond Qurius’ control. When considering these forward
looking statements, you should bear in mind these risks, uncertainties and other important factors described in this
report or in Qurius’ other annual or periodic filings. For a non limitative discussion of the risks, uncertainties and other factors that may affect Qurius’ actual results, performance or achievements, we refer you to this report and the Annual
Report 2012. In view of these uncertainties no certainty can be given about Qurius’ future results or financial position.
We advise you to treat Qurius’ forward looking statements with caution, as they speak only as of the date on which the
statements are made. Qurius is under no obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable
(securities) legislation.
Zaltbommel, 23 August 2012
Executive Board
Leen Zevenbergen, CEO
Michiel Wolfswinkel, CFO
