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Intershop Communications AG

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FY2013 Annual Report · Intershop Communications AG
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2013

A n n uAl   R e p oR t

2013

A n n uAl   R e p oR t

tAble of 
Contents

01

03

02

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05

01

02

03

04

05

5 
6 

9 

Key figuRes foR  the gR oup 
foRewoRd

Consolidated management report and  
group management report of intersHop 
CommuniCations aktiengesellsCHaft
11 

the intershop group

13 

20 

22 

28 

28 

29 

30 

the 2013 fiscal year

Remuneration report

Report on expected developments, opportunities and risks

events subsequent to the balance sheet date

disclosures in Accordance with section 289(4) hgb and section 315(4) hgb plus

Corporate governance declaration in Accordance with section 289a of the hgb

dependent Company Report

31 

Consolidated finanCial statements
35 

Consolidated balance sheet

36 

37 

38 

Consolidated statement of Comprehensive income

Consolidated statement of Cash flows

Consolidated statement of shareholders´ equity

39  notes to tHe Consolidated finanCial statements

43 

48 

54 

60 

65 

66 

general disclosures

Accounting policies

notes to the individual balance sheet items

notes to the individual items of the statement of Comprehensive income

notes to the Cash flow statement

other disclosures

75 
77 

79 

Responsibility stAtement 
AuditoR’s RepoR t, gRoup

finanCial statements intersHop CommuniC ations ag
81 

balance sheet inteRshop Communications Ag

82 

financial statements intershop Communications Ag

83  notes to the finAnCiAl  stAtements  
inteRshop CommuniCA tions Ag 
AuditoR’s RepoR t, inteRshop  CommuniCAtions Ag

91 

RepoR t of the supeR visoRy bo ARd 
CoRpoRA te goveRnAnCe RepoR t 
inteRshop shARes

95 
98 
102 
104  finAnCiAl CAlend AR 2014

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
oveR view

sAles
gRow th

3 %

in 2013

Revenue

53,6

in 2013

mio. eur

liCense
gRowth

20 %

in 2013

employees

535

as of 12/31/2013

equit y   
RAtio

72 %

as of 12/31/2013

2013

2012

Change

Key figuRes   
foR  the  gRoup

in euR thousand

Revenue
net Revenues
licenses
services, maintenance and other

Revenue europe
Revenue u.s.A.
Revenue Asia/pacific

Earnings
Cost of revenues
gross profit
gross margin
operating expenses, operating income
Research and development
sales and marketing
general and administrative
other operating income/expenses

ebit
ebit-margin
ebitdA
ebitdA-margin
net result
earnings per share (euR)

Net Assets
shareholders´equity
equity ratio
balance sheet total
noncurrent assets
Current assets
noncurrent liabilities
Current liabilities

Financial Position
Cash and cash equivalents
net cash operating activities
depreciation and amortization
net cash used in investing activities

53,555
6,318
47,237

33,091
14,750
5,714

34,707
18,848
35%
22,076
3,463
11,946
5,814
853
(3,228)
-6%
488
1%
(3,327)
(0.11)

24,182
72%
33,705
13,045
20,660
479
9,044

7,389
(4,131)
3,716
(2,795)

51,766
5,278
46,488

31,014
15,258
5,494

34,401
17,365
34%
17,959
4,542
8,383
5,898
(864)
(594)
-1%
1,754
3%
(579)
(0.02)

27,612
71%
38,637
13,919
24,718
878
10,147

14,314
1,996
2,348
(4,505)

Employees

535

530

3%
20%
2%

7%
-3%
4%

1%
9%

23%
-24%
43%
-1%
-199%
-443%

-72%

-475%
-450%

-12%

-13%
-6%
-16%
-45%
-11%

-48%
-307%
58%
-38%

1%

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dear stockholders and business partners,

the e-Commerce market continues to do well, and the growth rates in online sales with both 
end customers (b2C) and business customers (b2b) still remain in the double-digit range. our 
market place is moving towards omni-channel commerce, which means that buying incen-
tives, obtaining information, ordering and receipt of goods are increasingly processed over dif-
ferent channels that are becoming increasingly interlinked. intershop has completely rebuilt its 
commerce platform over the past few years, and has again risen to the position of technologi-
cal market leader – a position that has been confirmed by us market researchers from forrester 
Research, who for the first time classified our b2b commerce solution in the category of global 
„leader” as part of their globally recognized cluster, the forrester wave.

but  our  technology  leadership  and  rapid  market  growth  in  the  online  business  are  not  yet 
reflected in our financial figures. why? the two main reasons are insufficient market presence 
and  visibility  mainly  in  the  united  states,  the  world’s  largest  e-Commerce  market,  and  the 
important emerging markets, and also the limited availability of funds for investments in sales 
and marketing compared to our major competitors. both issues are still at the top of this year’s 
agenda on a strategic level. in the past year, our investments in marketing and sales reached 
a level not seen in ten years, namely euR 11.9 million. initial successes from the measures that 
were taken became noticeable in a record-setting fourth quarter of 2013, with numerous new 
customers and revenues of euR 15 million. At the same time, our global partner network was 
also expanded, which will enable us to increase our market presence and develop new mar-
kets more quickly and cost-effectively.

the loss of approximately euR 3.2 million in the past fiscal year is not satisfactory, even if our 
primary focus for the current market phase is on growth. however, we strongly believe that 
we will be able to significantly increase our gross margin and finally our operating result in the 
medium term by consistently expanding the high-margin license business. the first steps have 
been taken. now the focus is on consolidating this positive trend to be able to participate in 
the growth opportunities offered by our business over the long term.

we thank you for your trust.

sincerely,

Jochen moll                                     ludwig lutter                                     dr. Jochen wiechen

mAnA gement 
bo ARd

Jochen moll
Spokesman of the Management Board

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Dr. Jochen Wiechen

Ludwig Lutter

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01Consolidated management report and 

group management report of intersHop 
CommuniCations aktiengesellsCHaft 

11 

13 

20 

22 

28 

29 

29 

the intershop group

the 2013 fiscal year

Remuneration report

Report on expected developments, opportunities and risks

events subsequent to the balance sheet date

disclosures in Accordance with section 289(4) hgb  
and section 315(4) hgb plus

Corporate governance declaration in Accordance  
with section 289a of the hgb

30 

dependent Company Report

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ConsoLiD ateD  management report  
anD  group management report

11

the intershop group

group structure and business activities

inteRshop  Communications  Ag,  which  is  domiciled  in  Jena,  is  the  parent  company  of  the  intershop 
group.  As  of  the  reporting  date  of  december  31,  2013,  it  directly  holds  100%  of  the  shares  in  intershop 
 Communications,  inc.,  san  francisco,  usA;  the  online  marketing  subsidiary  soquero  gmbh,  frankfurt, 
 germany; the berlin subsidiary the bakery gmbh; intershop Communications Australia pty ltd., melbourne, 
Australia; intershop Communications Asia limited, hong Kong, China, as well as other non-operational for-
mer sales companies. in germany, inteRshop Communications Ag has branch offices in stuttgart, nurem-
berg, hamburg and ilmenau. in addition, the Company has branches in london, milan, Amsterdam, paris 
and Rio de Janeiro.

intershop is a globally oriented provider of integrated enterprise solutions for b2C and b2b commerce. the 
focus of its service range is the intershop Commerce platform, which was brought to the market in 1996 
as the world’s first standard software for electronic commerce. intershop’s business is made up of the two 
main business areas of „licenses” and „services, maintenance, and other.” in addition to the maintenance and 
other (full service and the bakery business) segments mentioned above, services also include Consulting 
and training as well as online marketing. Consulting and training is by far the segment of the group that 
generates the highest revenue (2013: 48% of net sales).

intershop’s business model includes the orchestration of the entire omni-channel commerce process chain 
from the design of the online channels to implementation of the software platform and coordination of 
delivery of goods, i.e., fulfillment. in order to achieve this aim, the Company is continuously improving the 
software and systematically expanding and supplementing its range of services through in-house develop-
ments or acquisitions. the new version 7.4 has been available since January 2014; it simplifies sales activities 
across multiple online and offline touchpoints, and helps b2C and b2b companies to create high-quality 
customized and personalized brand experiences.

intershop is one of the leading providers of commerce solutions worldwide. with the help of intershop’s 
omni-channel  software,  over  300  intershop  customers  sell  their  products  in  more  than  75  countries  and 
50  different  languages.  based  on  its  expertise  of  more  than  20  years  in  software  development  for  the 
e- Commerce business, intershop has an extraordinarily powerful and scalable platform for online business 
measured in terms of transactions per day. its customers include important technology and telecommuni-
cations groups such as hewlett packard and deutsche telekom, numerous well-known fashion brands such 
as mexx or g-star, as well as car manufacturers such as bmw and daimler. intershop operates in europe, the 
united states and in the Asia pacific region (mainly Australia). in 2013, revenues with customers outside of 
europe came to 38%. 

CoNTiNuEd sysTEMATiC  ExPANsioN  oF iNTERNATioNAl PARTNER  NETwoRK

the systematic expansion of the international partner network represents an important cornerstone of the 
intershop strategy. this course was consistently maintained throughout 2013. the expansion of the network 
forms an important component of intershop’s sales strategy. it focuses on increasing the reach of its cus-
tomer approach and bundling the expertise and experience of the companies in the partner network. the 
e-Commerce industry is constantly changing and technologies are renewed in progressively shorter devel-
opment cycles, making it challenging for individual companies to offer the best possible solutions to their 
customers on a permanent basis. with the help of the partner network, heterogeneous markets and custom-
ers from different industries and cultures can be continuously serviced using state-of-the-art technologies. 

1   „intershop,“ the „Company,“  „intershop group“

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12

during the past fiscal year, the Company concluded 19 new cooperation agreements in the areas system 
integration, technology and services, and increased the total number of partner companies to approximately 
150 worldwide. in the first quarter, intershop opened an office in hong Kong and gained a strong partner for 
the booming Chinese online business with the addition of shinetec. in addition, intershop strengthened its 
presence in the fast-growing e-Commerce markets brazil and Russia through new collaborations. the Com-
pany also continued its focus on the main european markets, starting with the continent’s largest e-Com-
merce market, the uK, for which several additional partners were added. in 2014, the Company’s expansion 
strategy will focus on the united states.

FoRREsTER REsEARCh PosiTioNs iNTERshoP  7 As gloBAl lEAdER  FoR B2B PlATFoRMs

the development of intershop 7 laid the foundation for the Company’s continued success in 2012. in may 
2013, the Company introduced intershop 7.3, which primarily offers expanded options for multi-channel 
commerce in the b2b segment. intershop’s strong position in this segment was confirmed in a study by 
the prestigious us market research institute forrester Research, which was published at the beginning of 
october  2013.  According  to  estimates  by  forrester  analysts,  intershop  is  among  the  world’s  four  leading 
companies (leader) in the b2b Commerce solutions segment on the basis of the current suite intershop 7.3, 
and is the only independent provider among the top 4. the study evaluated the providers of e-Commerce 
solutions according to three main criteria: current offering, market position and strategy. in turn, these seg-
ments were again broken down into a total of 66 individual criteria, including security features, technical 
architecture, planned updates and the number of new customer acquisitions. in the report, industry analysts 
highlighted  intershop’s  long-standing  b2b  expertise,  which  is  reflected  in  the  newly  developed  software 
platform. intershop has been active in the business customer segment for over 20 years. the intershop solu-
tion for b2b organizations stands out mainly for its comprehensive technical architecture, its suitability for 
the globalization of the business, its distinctive security features as well as its smooth integration in the cus-
tomer’s existing it landscape. 

similarly, the Company’s intershop 7 solution also received high ratings as part of the magic quadrant analy-
sis by us market research firm gartner for the assessment of commerce platforms for the b2b and b2C seg-
ment in may 2013, whereby gartner currently ranks intershop among the world’s top 8 providers.

research and development

Research  and  development  (R&d)  activities  undertaken  by  intershop  mainly  concentrate  on  the  further 
development of the innovative intershop 7 commerce platform. in view of the much shorter innovation 
cycles in the fast-growing commerce sector, not to mention the growing competition, it is very important 
that innovative functions and extensions are provided within existing product cycles to defend and expand 
one’s own market position. intershop has a strong and experienced developer team that continuously works 
on the continued success of the Company’s products.

one  of  the  key  development  steps  was  the  update  of  the  intershop  7  platform  with  version  7.3,  which 
expands the current functions for multi-channel shops in the b2b segment. it includes a turnkey solution 
for a ready-to-use multi-channel b2b shop, as well as an option for implementing customized user experi-
ences, simplifying ordering processes and reducing complexity in a customer-oriented manner. setting up 
online shops for business customers has now become even quicker and easier for b2b retailers. in addition, 
intershop is the first provider to offer its customers real-time analyses in their online shops. the Company 
also worked on another comprehensive update during the second half of 2013, which was introduced in 
intershop 7.4 in January 2014. these innovations include the option of linking different online and offline 
sales  channels  with  the  intershop  platform,  which  further  simplifies  the  complex  interaction  between  a 

Consolidated management report  and group management reportmulti-channel company and its customers. version 7.4 offers external developers new ways of easily expand-
ing  the  purchasing  environment.  simplified  content  management,  additional  personalization  options  for 
b2b customers and reduced requirements for setting up new payment systems on existing platforms round 
off the product update. with these initiatives, intershop addresses the continued transformation of conven-
tional online commerce towards omni-channel commerce, which links together the sales channels catalog, 
branch, pC and smartphone or tablet.

total R&d expenses came to euR 5.8 million compared to euR 7.9 million in the same period of the preced-
ing year. taking capitalization of software development costs into account, R&d expenses came to around 
euR 3.5 million in comparison to euR 4.5 million in the prior year, which represents a share of 6% in the total 
sales revenue (2012: 9%). these expenses consist primarily of personnel costs (including third-party services) 
that can be attributed to this area. third-party services in particular declined markedly in the past year. At the 
same time, the capitalization of software development costs also declined. the share of capitalized software 
development costs in the total sales revenue declined from 7% to 4%.

the expansion of the partner network is also of key importance for the R&d area. the exchange between 
partners was significantly intensified in 2013 to ensure that best-in-class solutions can be made available to 
customers at all times.

intershop has enjoyed average growth of 14% per year in the past five years. the Company will continue 
to focus on increasing net revenues and thus gaining additional market share in a very competitive and 
dynamic market in the future. this is the reason why all management levels are monitoring the development 
of revenues over time. other important financial figures in addition to net revenues are the gross profit (net 
sales less production costs) and the associated gross margin, which the Company intends to increase in the 
long term to generate a higher profit margin for additional investments in sales and marketing. in addition, 
other important performance indicators include earnings before interest and taxes (ebit). 

overall,  intershop’s  efforts  are  directed  at  significantly  increasing  the  Company’s  revenues  in  the  coming 
years  and  gaining  additional  market  share,  particularly  in  the  us  and  key  emerging  markets.  in  addition, 
intershop will increasingly focus on its core competence, namely the development of commerce software. 
the Company intends to significantly improve its gross margin and ebit in the medium term

Control system

the 2013 fisC aL  year 

overall economy and industry

last year, the global economy grew slower than originally expected. this was mainly due to continued 
uncertainties with regard to the sovereign debt crisis, the budget dispute in the us, rising growth risks 
in emerging and developing countries, and negative economic developments in the euro zone. the cur-
rent estimate of the world bank pegs global growth in 2013 at 3.1%. with a growth rate of 4.8%, emerg-
ing and developing markets stayed at the level of the previous year and thus performed markedly below 
the long-term average. industrialized countries registered only minimal growth rates of 1.3% overall. in 
the euro zone, real gdp even declined by 0.4%. in germany, the gdp rose by 0.5% last year according to 
 bundesbank estimates.

13

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Consolidated management report  and group management report 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14

when it comes to an examination of the various industries, there are two markets that are of particular 
importance to intershop: firstly, the demand trend of the end customer in online business (commerce 
market)  as  a  driver  for  the  expansion  of  the  commerce  infrastructure,  and  secondly,  the  willingness  of 
companies to invest in new software solutions (software market and it services).

According to estimates of market research company emarketer, the global e-Commerce sector grew by 
17.1% in 2013. thus the global online retail business segment reached a new record volume of approxi-
mately  euR  900  billion. the  largest  national  market  is  the  us. this  market  turned  over  merchandise  of 
approximately  euR  191  billion  in  2013  according  to  forecasts  of  forrester  Research.  China  has  risen  to 
become the second-largest e-Commerce market in the world over a period of just a few years, in front 
of the uK and Japan. in germany, the world’s fifth-largest market, the e-Commerce sector also reached 
new record levels in 2013. the bundesverband für versandhandel (bvh) [german e-Commerce and dis-
tance selling trade Association] adjusted its february 2013 forecast upwards twice within a year, and most 
recently expected sales to grow by 44.2% for the entire year. this means that the retail sector sold goods 
valued at euR 39.8 billion over the internet in 2013.

in addition to the online retail business, it is the increasingly digitized trade between business custom-
ers that is gaining in global importance. unlike the b2C business, however, only parts of the b2b online 
trade have been captured to date. forrester has quantified the volume of the American b2b online trade 
at euR 411 billion in 2013 – a figure that is double the sales in the digital retail trade. the institut für han-
delsforschung (ifh) [institute for trade Research] estimates that the german b2b trade segment gener-
ated online sales of goods and services of approximately euR 52 billion in 2012. Retail experts expect that 
conventional online shops, as can be found in the retail client sector, will also see increased use in the 
b2b segment in the future. According to forrester Research, us firms in the b2b sector are now investing 
enormous resources to improve their e-Commerce technology infrastructure, on average approximately 
4% of online sales.

based on forecasts by the european information technology observatory (eito), the it industry also made 
gains in 2013 (3.3% in total). this puts the current it market volume at around euR 1.18 trillion. the soft-
ware  business  registered  above-average  growth  of  5.5%  (market  volume  2013:  euR  302  billion). the  it 
services business generated a volume of euR 510 billion in 2013, and thus grew by 3.4%. in the case of 
germany, industry association bitKom expects that the it market grew by 2.8% in the past year, based on 
october 2013 forecasts. the software industry was a particularly dynamic player in germany, growing by 
4.9% to a total volume of euR 18.1 billion according to bitCom estimates. it services generated a turnover 
of approximately euR 35.7 billion, which corresponds to a growth of 2.4%.

summary of developments in the 2013 fiscal year

during the 2013 fiscal year, the intershop group increased its net revenues by 3% to euR 53.6 million and 
thus slightly surpassed the sales forecast that was revised in october 2013. At that time, intershop had 
expected total annual sales for 2013 to remain at the previous year’s level (euR 51.8 million). the tremen-
dous sales performance in the fourth quarter, carried by high license revenues, led to increased sales. in 
contrast, developments were more muted in the consulting business and license sales segments during 
the first nine months of fiscal year 2013. intense competition and protracted decision-making processes, 
particularly  with  major  customers,  led  to  project  delays.  As  a  result,  intershop  was  forced  to  adjust  its 
expectations in october 2013 from a nearly balanced result to a negative ebit in the lower single-digit mil-

Consolidated management report  and group management report15

lion euro range, in addition to adjusting its sales planning that expected a single-digit percentage increase 
in net revenue. the jump in sales and results in the fourth quarter was not able to compensate for the 
losses in the first nine months, so that the Company generated a negative ebit of euR 3.2 million for the 
2013 fiscal year (prior year: euR -0.6 million). increased investments in marketing and sales to increase the 
Company’s market presence resulted in higher costs; they are the main reasons for the negative result for 
2013 in addition to the moderate increase in sales.

revenue development

in fiscal year 2013, intershop generated net revenue of euR 53.6 million. this represents an increase of 3% 
in comparison to the prior-year period. the growth in sales for the entire year of 2013 was mainly the result 
of a strong fourth quarter. the consulting business continues to be the largest revenue item at intershop. 
net revenue from consulting projects amounted to euR 25.8 million, which however represents a decline 
of 9% that is mainly due to a reduction in revenue from major customers. the competitive license business 
was also weaker in the first nine months of the year, but picked up considerably during the last quarter of 
2013 as revenues increased significantly compared to the previous year’s quarter (+105%). intershop was 
thus able to increase license revenues by 20% to a total of euR 6.3 million. this figure is a positive signal 
that increased marketing and sales activities are bearing fruit, and that the intershop platform continues 
to enjoy increasing acceptance in the very competitive market for commerce software solutions. other 
revenues, which consist mainly of the full service business, also saw positive growth. following very good 
growth in this segment last year, intershop registered another 72% increase in 2013, generating total rev-
enues of euR 8.7 million. online marketing revenues increased by 2% to euR 4.4 million, which underlines 
the solid growth of online marketing subsidiary soquero. the maintenance segment continues to strug-
gle. it generated net sales of euR 8.3 million in the fiscal year, which represents a decrease of 6%. overall, 
revenues in the segment services, maintenance and other rose by 2% to euR 47.2 million.

the following overview shows the development of net revenues:

in euR thousand

licenses

services, Maintenance and other

Consulting/training

maintenance

online marketing

other revenues

2013

6,318

47,237

25,775

8,306

4,417

8,739

2012

5,278

46,488

28,253

8,822

4,338

5,075

Total net revenues

53,555

51,766

Change

20%

2%

-9%

-6%

2%

72%

3%

Revenue of  inteRshop Communications Ag as a single entity reported under  german commercial law 
increased by 5% to euR 42.0 million. license revenue for the Ag declined slightly from euR 4.7 million to euR 
4.5 million. Revenues from services, maintenance and other rose by 6% to euR 37.5 million.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt16

RECoRd liCENsE  REvENuEs iN  FouRTh quARTER 2013

the further development of intershop 7 and the intensification of sales and marketing activities were main 
factors in the new customer business for 2013. initial successes from the measures that were taken became 
apparent at the end of the year in the form of a very strong final quarter, the best since the second quarter 
of 2001. Revenue from the sale of software licenses more than doubled compared to the previous year’s 
quarter.

overall, the Company acquired numerous new customers around the world as a result of the marketing 
offensive for intershop 7. intershop acquired larger licensing contracts with the Australian subsidiary of a 
globally leading retailer and service provider for wireless solutions, with a fast-growing and very success-
ful online optician and with one of the largest supermarket chains in the benelux area, which added the 
online channel to its business model. similarly, the world’s largest supplier of professional photo equipment 
and professional services, Calumet, has been driving forward the global expansion of its online presence 
together with intershop since 2013. in italy, the Company acquired watch manufacturer binda group as a 
new customer. other additions include an Australian provider of home textiles (linen house) and Australia 
post, whose shops went into operation last year. the latter also concluded a multi-year follow-up contract 
for services.

other go lives in 2013 included the intershop 7-based b2b shop of the styrolution group, a customer portal 
of the global market leader for styrene plastics based in germany. other new starts included the complete 
e-Commerce solution of berlin-based book retailer ocelot, as well as a shop for a brand of belgian lingerie 
manufacturer van de velde. together with its partner fenego, intershop will be implementing all german 
online shops of the company’s brands in the future. in finland, the country’s largest magazine publishing 
house sanoma magazines will be implementing all online shops of its magazine, comics and book club seg-
ments together with intershop. new customers were also acquired in the energy segment. with stadtwerke 
Rostock, intershop gained a new customer for the turnkey online portal for energy service providers, which 
was developed jointly with t-systems.

the international network was also significantly expanded in 2013. in China, intershop was able to partner 
up with shinetec, one of the world’s largest outsourcing service providers for software development. the 
two companies plan to introduce  intershop’s multi-channel platform on the fast-growing Chinese  retail 
market.  further  partnerships  were  concluded  with  the  british  payment  service  provider  Computop,  the 
cloud hosting provider Carrenza and the global provider for online payment transactions worldpay. in may, 
intershop announced its partnership with the british brand engagement agency Coolpink, the main aim of 
which is to optimize the websites of british retailers. peeR 1 hosting is another uK partner that was added 
during  the  course  of  the  year. the  uK  is  the  largest  e-Commerce  market  in  europe,  and  therefore  very 
important to intershop. with respect to the us market, intershop concluded an agreement with Rackspace 
hosting for the marketing of cloud-based e-Commerce solutions.
software and service provider Calago has been assisting intershop with the implementation of its b2b com-
merce platform on the dutch market since the middle of last year. in france, the Company gained a new 
partner in Compario, a leading service provider in the area of merchandising, product recommendations 
and  personalization  for  all  digital  channels.  An  extension  to  the  existing  partnership  was  arranged  with 
paypal for the fast-growing brazilian e-Commerce market. in november, intershop also established a pres-
ence in the fast-growing Russian market through its new cooperation partner KoRus Consulting, a leading 
Russian it consulting firm. the Russian e-Commerce industry still offers a lot of potential and is expected 
to grow from an estimated market volume of euR 12 billion in 2012 to euR 35 billion in 2015 according to 

Consolidated management report  and group management report17

forecasts by investment bank morgan stanley. At the end of december, intershop concluded a partnership 
agreement with euro.message, the leading turkish provider for e-mail marketing. the companies will work 
together to offer customers in turkey, germany and other countries in europe and the middle east com-
bined services in the omni-channel commerce and digital marketing area. in germany, the partner network 
recently welcomed the addition of Jankofsky e-commerce, another well-known agency, for the implemen-
tation of intershop 7.

with respect to the regional distribution of sales, europe continues to dominate ahead of the us and the 
Asia pacific region. during the last fiscal year, intershop generated sales of euR 33 million with european cus-
tomers, which corresponds to an increase of 7%. As a result, its share in total net revenue rose to 62% after 
60% in the previous year. following an increase of 10% last year, sales in the us declined by 3% to euR 14.8 
million, which corresponds to a revenue share of approximately 28%. sales in Asia pacific, which declined in 
the previous year, stabilized on account of the numerous new customer acquisitions, and amounted to euR 
5.7 million, around 11% of the total revenue. 

earnings development

the most important financial figures in the group profit are as follows:

ebit (in euR thousand)

ebit margin

ebitdA (in euR thousand)

ebitdA margin

group profit for the year (in euR thousand)

2013

(3,228)

-6%

488

1%

(3,327)

2012

(594)

-1%

1,754

3%

(579)

Change

-443%

-72%

-475%

last year, intershop increased its gross profit from euR 17.4 million to euR 18.8 million, an increase of 9% 
compared to the previous year. the gross margin was 35%, as compared to 34% in the previous year. the 
slight increase is mainly due to higher license revenues during the reporting period. the operating result 
before interest, taxes, depreciation and amortization (ebitdA) decreased from euR 1.8 million to euR 0.5 
million. the ebitdA margin came to 1% compared to 3% in the prior-year period. depreciation and amor-
tization in fiscal year 2013 came to just under euR 3.7 million compared to euR 2.3 million in the previous 
year. the result from operating activities (ebit) fell from euR -0.6 million to euR -3.2 million. the annual net 
loss was euR -3.3 million, following euR -0.6 million in 2012. earnings per share (diluted and undiluted) 
amounted to euR -0.11 (previous year: euR -0.02). the negative result is due to the moderate rise in sales, 
and also increased costs for the required expansion of the marketing and sales segments, along with one-
time expenses due to value adjustments on receivables of approximately euR 1.0 million. 
based on a year-on-year comparison, marketing and sales costs increased significantly by euR 3.6 million 
to  euR  11.9  million,  mainly  due  to  an  increase  in  personnel  costs  resulting  from  the  workforce  expan-
sion.  expenses  for  research  and  development  decreased  from  euR  4.5  million  in  the  prior  year  to  euR 
3.5 million. general administrative expenses decreased by 1% to euR 5.8 million. net operating income 
and  expenses  increased  from  euR  18.0  million  to  euR  22.1  million.  in  total,  the  operating  cost  ratio  of 
41% (prior year: 35%) was significantly higher than the level of previous years. the financial result fell by 
almost euR 60 thousand to euR 21 thousand. income tax amounted to euR 120 thousand as compared to 
euR 69 thousand in the prior year.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt 
 
18

the  Ag’s  annual  net  loss  as  reported  in  accordance  with  german  commercial  law  declined  to  euR 
2.6   million  in  2013  following  an  annual  net  loss  of  euR  3.5  million  in  the  previous  year.  other  operat-
ing income fell from euR 2.3 million to euR 1.8 million. the cost of purchased services declined by 37% 
to euR 5.8 million due to the reduced amount of third-party services, while personnel costs rose to euR 
24.4  million compared to euR 23.1 million in the previous year. other operating expenses amounted to 
euR 14.1 million, a rise of 2% compared to 2012. other interest income of euR 0.1 million resulted primar-
ily from affiliated companies. the result from ordinary business activities amounted to euR  -2.6 million 
after euR 3.5 million in 2012. in total, the balance sheet loss in accordance with german commercial law 
increased to euR 14.1 million compared to euR 11.5 million in the previous year.

presentation of the net assets and financial position

the intershop balance sheet continues to remain free of financial liabilities in the year 2013, and offers a very 
high equity ratio of 72% that is at the level of the previous year (71%). the balance sheet total on december 
31, 2013, on the other hand, has declined markedly by euR 4.9 million to euR 33.7  million. the main effects 
of the balance sheet contraction are the reduction in cash and cash equivalents from euR 14.4  million 
to  euR  7.4  million  on  the  assets  side,  and  a  reduction  in  shareholders’  equity  from  euR  27.6   million  to 
euR 24.2 million on the liabilities side. non-current liabilities include provisions of euR 58 thousand and 
deferred  revenue  of  euR  0.4  million.  Current  liabilities  declined  by  11%  to  euR  9.0  million,  mainly  due 
to lower trade payables (-36% to euR 3.1 million). on the assets side, non-current assets declined from 
euR 13.9 million to euR 13.0 million, mainly on account of the higher depreciation and amortization of 
tangible and intangible assets. Current assets also declined from euR 24.7 million to euR 20.7 million. this 
item was particularly affected by the 48% reduction in cash and cash equivalents to euR 7.4 million, with 
a simultaneous increase in trade receivables by 31% to euR 12.6 million. 

in fiscal year 2013, intershop generated a negative cash flow of euR -4.1 million from operating activities, 
compared to euR 2.0 million in the previous year. this development is mainly the result of the net loss 
for the year as well as increased trade receivables. the cash outflow from investment activities declined 
to euR  2.8 million compared to euR 4.5 million in the prior year, mainly due to decreased payments for 
investments in intangible assets. in total, the net outflow of cash and cash equivalents in fiscal year 2013 
came to euR 6.9 million. this resulted in cash and cash equivalents of euR 7.4 million at the end of the 
reporting period. 

the  total  assets  of  the  single  entity  in  the  annual  financial  statements  prepared  in  accordance  with 
german  commercial  law  decreased  by  15%  to  euR  29.2  million  as  of  december  31,  2013.  fixed  assets 
declined by 3% to euR 11.4 million. Current assets declined  mainly due  to  lower bank balances (2013: 
euR 5.8  million; 2012: euR 12.2 million) by a total of 23% to euR 17.3 million. trade receivables contained in 
current assets increased from euR 6.9 million to euR 8.4 million. equity decreased from euR 25.2  million to 
euR 22.6   million due to an increased balance sheet loss. provisions fell by 39% to euR 2.7 million, and lia-
bilities by 35% to euR 2.6 million. Cash and cash equivalents declined from euR 12.2 million to euR 5.8 mil-
lion. the cash outflow resulted primarily from operating activities.

employees

As of the balance sheet date on december 31, 2013, intershop had a total of 535 employees worldwide. 
that makes five employees more than in the previous year. thereof, 404 account for skilled personnel in 
the technical areas, including especially R&d and consulting. As was announced, intershop continued the 
significant expansion of its sales activities for the marketing of the intershop 7 platform during the past 
fiscal year. in turn, R&d activities were cut back accordingly. the sales and marketing team was expanded 
during the course of 2013 from 52 to 73 employees. the number of employees in an administrative capac-
ity rose from 52 to 58 full-time equivalents.

Consolidated management report  and group management report19

in the competition for highly-qualified it workers, intershop is relying on its cooperation with the research 
facilities and relevant departments at well-known universities. the proportion of university graduates in 
the Ag’s workforce, which is disproportionately high at 76%, highlights the importance of young it tal-
ent for intershop. intershop is mindful of the compatibility of family and career by offering flexible work-
ing time models, and offers its employees technical and personal development opportunities as well as 
special induction programs for new employees. At the beginning of september 2013, intershop received 
the distinction of being named a „fair Company.” this handelsblatt initiative honors companies that offer 
interns, trainees and professional newcomers fair employment conditions. the „fair Company” quality seal 
underlines intershop’s image as an employer with flat hierarchies and an open, fair company culture, and 
assists with the recruitment of highly-qualified it personnel. in January 2014, intershop was ranked among 
the best employers in germany according to an independent data collection survey undertaken by focus 
magazine. in a survey conducted jointly with the business network Xing and statista, intershop was ranked 
in sixth place in the areas of telecommunications and it.

the following overview shows the development of employee figures during the fiscal year:

Employees by department (full-time equivalents)

dec. 31, 2013

dec. 31, 2012

technical departments
(research and development and service functions) 

sales and marketing

general administration

404

73

58

535

426

52

52

530

Compared to the end of 2012, the regional distribution of employees has continued to change slightly 
in favor of the non-european branches. on december 31, 2013, 90% of the workforce (480 employees) 
worked within europe, compared to 92% the year before (488 employees). the branch in san francisco, 
usA, made up 6% of the workforce (increase from 26 to 31 employees). the proportion of employees in 
the Asia pacific region increased from 1% to 3% (increase from 16 to 24 employees).

intershop  Communications  Aktiengesellschaft  as  a  single  entity  had  410  employees  as  of  the  balance 
sheet date (december 31, 2012: 418 employees).

management Board and supervisory Board

in fiscal year 2013, there were three changes to intershop Communications Ag’s executive bodies: the 
election  of  two  new  supervisory  board  members  and  the  appointment  of  a  new  management  board 
member.

since August 1, 2013, dr. Jochen wiechen has been supporting the management board as Chief technical 
officer (Cto) in addition to Jochen moll and ludwig lutter. he is responsible for product development, 
the technical department and the full service area. prior to joining intershop, dr. Jochen wiechen was vice 
president at sAp Ag, responsible for product strategy development as well as for the management, devel-
opment and support of workforce performance builder. his prior work experience included positions at 
datango Ag, the associated company martlet venture management ltd., psipenta gmbh and psi Ag. dr. 
Jochen wiechen has a doctorate in physics.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt20

effective may 31, 2013, supervisory board members bob van dijk and tobias hartmann resigned their seats 
on the supervisory board of intershop Communications Ag. tobias hartmann had been on the supervi-
sory board since July 2011 and bob van dijk since february 2012.

At the Annual general meeting on June 12, 2013, dr. Kai hudetz, managing director of the ifh institut für 
handelsforschung gmbh, as well as professor dr. nikolaus mohr, managing director and managing partner 
of mücke, sturm & Company gmbh, were elected to the supervisory board. both members have extensive 
experience in the retail, it and e-commerce sectors. 

remuneration report

REMuNERATioN  oF ThE MANAgEMENT BoARd

the compensation of the management board comprises fixed and variable components. the fixed com-
ponents comprise the fixed salary and additional benefits, such as the non-cash benefit resulting from 
the use of a company car, and are paid monthly. the variable, annually recurring remuneration is based 
on various annual and multi-annual quantitative and qualitative objectives, whose assessment depends 
on the degree achieved of the objective. the basis for assessment of the quantitative objectives that have 
greater weight are the group’s ebit, revenue and share price. the qualitative objectives are based on stra-
tegic targets. 
total remuneration paid to the management board for its activities in fiscal year 2013 amounted to euR 
823 thousand (2012: euR 752 thousand), of which euR 591 thousand (2012: euR 620 thousand) accounted 
for fixed remuneration and euR 232 thousand (2012: euR 132 thousand) for the variable components. the 
fixed remuneration components include euR 542 thousand for fixed salary and euR 49 thousand for addi-
tional benefits (2012: euR 588 thousand for fixed salary, euR 32 thousand for additional benefits). 

the remuneration of the management board members is as follows:

in teuR

Jochen moll 

ludwig lutter

dr. Jochen wiechen  
(since 08/01/2013)

members who left the  
management board in 2012

Fixed  
Remuneration

variable  
Remuneration

Total  
Remuneration

2013

2012

2013

2012

2013

2012

280

220

92

-

195

212

-

212

117

85

30

-

68

45

-

18

397

305

122

-

263

257

-

232

591

620

232

132

823

752

stock options were not granted to the members of the management board. membership on the manage-
ment board ends in the event of the Company’s reorganization (merger, split-up, or change in legal form). 
by way of compensation, the management board member then receives a severance payment amount-
ing to twelve months’ salary; if the remaining term of the management board member’s contract is less 
than one year, the severance payment is reduced accordingly. the members of the management board 
agreed to a non-compete agreement, which stipulates that the Company is to pay compensation for one 
year. the compensation includes 75% of the last remuneration received, excluding additional benefits. the 
compensation is not paid if intershop foregoes the non-compete agreement within a specified period. in 
the event of illness, the management board agreements include an entitlement to continued payment 

Consolidated management report  and group management report 
21

of the fixed basic salary for a period of six months up to a maximum period until the end of the contract 
duration. in the event of the death of a member of the management board, the surviving dependants 
are entitled to the monthly fixed basic salary for the month in which the death occurs, as well as for the 
following six months. no member of the management board has been promised further benefits in the 
event of the termination of his employment with the Company. no loans or similar benefits were granted 
to members of the management board. no member of the management board received any benefits from 
third parties during the fiscal year that were promised or granted because of his position as a member of 
the management board.

REMuNERATioN  oF ThE suPERvisoRy BoARd

the remuneration of the supervisory board comprises fixed and variable components. the fixed remu-
neration is comprised of an annual fixed remuneration of euR 12,500, as well as an attendance allowance 
of euR 2,500 per meeting or euR 500 if a telephone conference is held in place of a meeting. in addition, 
the members of the supervisory board receive a performance-related remuneration, as long as the result 
of the operating activities (ebit) reported in the approved consolidated financial statements of the Com-
pany for the fiscal year concerned was positive and the established quantitative goals were reached: euR 
5,000 are granted, respectively if a) the ebit of the prior year is achieved, b) the ebit increased by more 
than 10% compared to the prior year, c) the ebit increased by more than 20% compared to the prior year, 
and d) there was an increase in revenue of more than 20% compared to the prior year. the chairman of the 
supervisory board receives twice the amount of the fixed and variable remuneration. supervisory board 
members who belong to the supervisory board for only part of the fiscal year receive remuneration pro-
portionate to the duration of their position. expenses incurred by the members of supervisory board in the 
performance of their duties are reimbursed by the Company. 
in fiscal year 2013, the total remuneration for the supervisory board members came to euR 111 thousand 
(2012:  euR  113  thousand),  of  which  euR  111  thousand  (2012:  euR  113  thousand)  accounted  for  fixed 
remuneration and euR 0 thousand (2012: euR 0 thousand) for the performance-related portion. the remu-
neration of the supervisory board members is as follows:

in euR thousand

dr. herbert may

prof. dr. nikolaus mohr  
(since 06/12/2013)

dr. Kai hudetz (since 06/12/2013)

tobias hartmann (until 05/31/2013)

bob van dijk (until 05/31/2013)

member who left the  
supervisory board in 2012

Fixed  
Remuneration

variable  
Remuneration

Total  
Remuneration

2013

2012

2013

2012

2013

2012

59

16

18

9

9

-

65

-

-

24

23

1

111

113

0

0

0

0

0

-

0

0

-

-

0

0

0

0

59

16

18

9*

9*

-

65

-

-

24*

23*

1*

111

113

* the supervisory board member relinquished the remuneration entitled to him in accordance with the Articles of Association. 

the supervisory board members tobias hartmann and bob van dijk relinquished their total remunera-
tion of euR 18 thousand for fiscal year 2013. As a consequence of these relinquishments, the actual total 
remuneration to be paid for the supervisory board for fiscal year 2013 amounts to euR 93 thousand (2012: 
euR 65 thousand).

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt 
22

report on expeC teD  DeveL opments, opportunities anD  risks

report on expected developments

ENviRoNMENT

the global economy is expected to regain its momentum in 2014. Current estimates by the world bank 
in the middle of January have pegged global economic growth at 3.2%. According to the world bank, it is 
particularly industrialized countries that are showing signs of a recovery following years of crisis. the rela-
tively better stability in these countries is expected to generate a growth of 2.2% in 2014. this will also lead 
to improved economic activity in emerging and developing markets, which will grow by 5.3% according 
to expert estimates. in the case of germany, the bundesbank currently expects economic growth to come 
in at 1.7% for 2014.

the high growth rates in the e-Commerce market continue unabated. emarketer analysts are forecasting 
global growth of around 18% in 2014 alone. the market will then grow by an average of 13% annually until 
2017 and reach a volume of approximately euR 1.5 trillion. According to forrester Research, the American 
market will grow by approximately 10% annually and reach a total volume of euR 268 billion by the end 
of 2017. China will probably surpass the us in the next couple of years as the world’s largest e-Commerce 
market. for 2018, forrester is predicting a total revenue potential of euR 496 billion for the Chinese online 
business. the entire european market will grow by 10.5% per year until 2017, reaching a volume of euR 
183 billion in goods sold.

the expansion of the broadband networks is an important driver behind the shift of trade to the internet. 
there has been a lot of catch-up in this area in germany over the past few years, according to information 
obtained from bitKom. At this time, 85% of households are using a broadband connection, compared to 
55% five years ago. mobile networks are playing an increasingly important role, as shopping by smart-
phone or tablet is becoming more popular. software company Adobe estimates that the share of mobile 
online purchases for Christmas 2013 reached 14% in the us, 12.4% in europe and 10.6% in germany.

the global it market is also benefiting from the continued expansion of broadband and mobile networks. 
market researchers at gartner are forecasting global it expenditures to increase by 3.1% in 2014 compared 
to the previous year, with significant growth rates in the software (+6.8%) and it services sector (+4.5%). 
the market research company idC expects the global software market to grow by an average of almost 
6% per year until 2017. According to bitKom forecasts, the german software market will grow by 5.1% this 
year, reaching a volume of euR 19 billion. the it services business is expected to grow by 3.2% to almost 
euR 37 billion.

CoMPANy ouTlooK

As noted in the industry outlook, there is very dynamic growth in the market segments that are relevant 
to intershop, which makes it difficult to provide reliable forecasts. the business review for 2013 has shown 
that the process of acquiring large projects in the license business in particular is very cumbersome and 
volatile. while intershop sold only a few new licenses in the first nine months, it registered a significant 
increase in sales in this segment during the fourth quarter. the new business is the result of increased 
investments in marketing and sales and in the expansion of the global partner network. both initiatives 
serve to increase the marketing reach of the intershop 7 software and to acquire additional market share. 
these measures will be continued in 2014, and will be accompanied by the additional expansion of the 

Consolidated management report  and group management report23

sales team and partner network. A regional focal point of the sales activities in 2014 will be on the us mar-
ket, where intershop has already significantly expanded its sales team and is planning a marketing offen-
sive on the basis of the positive analyst comments for the intershop 7 platform.

the high-margin license business represents a clear focus area within the business units; this segment is 
essential to intershop’s continued growth, as sales of licenses generally also lead to consulting and main-
tenance revenues. it is expected that the additionally intensified sales measures will lead to rapidly increas-
ing revenues in the license area. the consulting business was slightly below expectations last year. in this 
segment, the Company expects slightly positive growth in comparison to the previous year. the main-
tenance area, which lost revenues in the past year, is expected to stabilize in 2014 due to higher sales of 
licenses. intershop is expecting other Revenues to decline slightly or remain stable, following a noticeable 
increase in the previous year. the management board expects revenues in online marketing to continue to 
rise slightly at subsidiary soquero. A constant distribution of the respective revenue share in the total net 
revenue is expected in the revenue development for the europe, us and Asia pacific segments.

sTATEMENT oN BusiNEss dE vEloPMENTs FoR 2014

based on the assumptions for the respective business areas, the Company expects a single-digit percent-
age increase in net revenue in 2014 with a moderately increased gross margin. intershop expects a nega-
tive operating result (ebit) in the lower single-digit million euro range for the entire year of 2014 due to 
the continued growth investments in the sales and marketing segments.

report on opportunities and risks

RisK MANAgEMENT sysTEM

intershop operates in a dynamic market characterized by continuous changes and a wide range of associated 
business environment risks. At the same time, the Company faces risks arising from operating policies, the 
Company’s structure, and the organization of internal processes that could endanger the Company’s goals. 
intershop is committed to the goal of protecting the property of its stockholders and safeguarding its con-
tinued existence as the basis of its business activity. the management board has formally adopted a risk pol-
icy  designed  to  promptly  identify  unknown  risks  (early  warning  function)  and  to  manage  risks. this  policy 
describes and defines the methods and processes used in risk management throughout the Company. A risk 
manual describing the risk management system was created, which is reviewed and, if necessary, updated on 
a regular basis. Risks are defined as possible deviations from planned targets and include both positive devia-
tions (opportunities) and negative deviations (threats). the risk management system focuses on potentially 
particularly serious negative deviations that could impact the Company’s development and sharply reduce 
equity. the Company’s appointed risk manager informs the management board about the Company’s risk situ-
ation on a regular basis (at least per quarter). Above and beyond this, risk management organization is decen-
tralized. the divisional managers in the individual business areas are responsible for identifying and mitigating 
the risks in their divisions. in the case of significant risks and risks that pose a particular threat to the Company’s 
continued existence, the divisional managers are required to provide the management board with immediate 
and detailed information. in turn, the management board also obtains information about the Company’s risk 
position as and when necessary. flat hierarchies, short communication channels, and a culture of open com-
munication ensure that important risk information reaches the management board without delay. in addition, 
central information systems help to provide the management board with direct, timely, and regular informa-
tion on risks associated with the Company’s development. the management board informs the supervisory 
board at least once a quarter, but usually more often, about important developments at the Company.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt24

the operational risk management process encompasses risk identification, risk assessment, risk aggregation, 
and risk mitigation. 
to identify risks, the environment and the defined risk fields and risks within it are continuously monitored by 
risk owners (usually the intershop divisional managers), to which clearly defined business areas and all pos-
sible risks arising from those areas are assigned at an operational level. in addition, a risk inventory is taken 
once a year (with quarterly updates), in which the relevance score and risk owners are determined, previously 
identified risks are reviewed and new risks are identified. in financial control, a deviation analysis is performed 
so as to identify deviations from targets. this uses financial accounting and control software by sAp. if pos-
sible/meaningful, all risks are assessed for probability of occurrence and, to the extent possible, for amount of 
damage. intershop’s total risk exposure is determined by aggregating the risks. intershop applies risk mitiga-
tion measures that, depending on the point in time involved, reduce the probability of occurrence or lessen 
the impact. 
As part of its risk inventories in all departments of the Company, intershop has identified all risks that could 
influence the Company’s development. 

BusiNEss ENviR oNMENT ANd iNdusTRy RisKs

intershop is the leading provider of innovative e-Commerce solutions in this highly dynamic market. that 
market is undergoing constant change due to factors such as technological progress, changes in the compa-
nies’ it landscape or new strategies and behavior patterns of the players in e-Commerce. in principle, there is 
a risk that intershop offers products and services that do not reflect the needs of customers or market expec-
tations. if the Company is not successful in monitoring the target markets adequately, sizing up the competi-
tion and providing product and solution-oriented strategies, this could lead to a negative sales trend because 
customers will go with competitors and it will be more difficult to gain new customers. intershop counters 
this risk through continuous market monitoring and analysis of customer requirements together with cus-
tomers, partners and market analysts. in this vein, the current product roadmap was prepared on the basis of 
customer and partner feedback and evaluated in discussions with industry analysts such as forrester. this pro-
cess led to intershop being classified into the market leader segment as part of the b2b forrester wave 2013.

sTRATEgiC BusiNEss RisKs

intershop’s primary strategic objective is to turn the Company from a pure technology provider into an inte-
grated provider of omni-channel commerce solutions. 
brand visibility plays a central role for intershop, as otherwise potential customers are unaware of the Com-
pany as a possible solutions partner. to this end, intershop focuses on re-branding and re-positioning as part 
of its brand strategy, taking into account an added-value approach, so as to avoid endangering its existing 
brand value and in particular to increase brand visibility in important non-european markets. these initiatives 
are accompanied by the expansion of the workforce in its foreign markets and of a network of international 
sales partners, which will contribute to increasing the visibility of the intershop brand with a variety of sales 
and advertising measures.
one of intershop’s major business areas is consulting services, which are primarily provided in the context of 
projects. in this regard, customer retention is a very important factor. to be able to ensure customer loyalty, 
it is important to provide the quality the customer demands, while at the same time keeping an eye on the 
costs. failure to do so impacts on customer confidence. future contracts may be lost or the profit margin on 
projects permanently reduced. to counter such events, resource planning is carried out for all projects. Regu-
lar reports document the current status of projects. intershop also manages this risk continuously monitoring 
customer satisfaction. it is therefore able to control the risks arising from projects.

Consolidated management report  and group management report25

with regard to the intershop software, there is the risk of product defects, which is typical for software. due to 
development flaws, it could be that a product is defective and, especially in terms of product safety, does not 
meet the requirements of the customer or market. product defects could lead to potential or actual impair-
ment of operations for customers and, with serious defects, acceptance of intershop’s products could be con-
siderably diminished. Additional costs for intershop were incurred in order to remove defects and/or for possi-
ble legal disputes/compensation for damages with customers. in addition, a decline in revenue is possible. the 
risk, however, is considered to be small because an extensive quality control process minimizes the occurrence 
of undetected product defects. 

BusiNEss RisKs

intershop is unable to rule out the possibility of deviations from planned targets as a result of failing to acquire 
a sufficient number of new customers, particularly in the license area, or inappropriate marketing and sales 
activities. this risk is countered with appropriate target models in the sales area, a significantly expanded sales 
structure and increased training measures, so that any resulting risk may be considered to be minor. Key meas-
ures include a forward-looking product policy, expansion of the product portfolio across several markets, and 
ongoing product development focused on technological performance. to achieve this, intershop employs a 
highly qualified and motivated workforce.
sales activities through partners are a challenge considering the complexity of the products. intershop is find-
ing it necessary to rely on sales partners particularly in foreign markets, given the excessive costs associated 
with establishing its own sales structure. to avoid the risks associated with partners providing incorrect advice 
to potential clients, intershop relies on targeted training measures, the further development of partner pro-
grams and a partner selection process, which must satisfy an extensive catalog of requirements.

huMAN REsouRCEs RisKs

the performance and expertise of the employees and management personnel are key to the Company’s suc-
cess. there is also the risk, especially with employees in key positions, that if the employee goes to a competi-
tor, the specific knowledge of the employee will be used there. furthermore, it is generally more difficult to 
replace these employees. A loss of key personnel could lessen intershop’s competitiveness and economic suc-
cess. these risks are counteracted through a modern personnel management with individual measures for per-
sonnel development together with an open company culture and flat hierarchies. intershop has also shown in 
the past that personnel changes can be reduced with the measures mentioned, a highly qualified workforce 
and an extensive network of external service providers, so that this risk can be considered to be small.

iNFoRMATioN TEChNology RisKs

business  processes  at  intershop  are  based  on  information  technologies. this  means  that  there  is  a  typical, 
inherent risk of data loss. moreover, intershop is exposed to the risk of attacks on the software, which may 
reduce its range of functions or availability to the customer. there is also the risk of information leaks to com-
petitors, which can create a competitive advantage for them. existing information security measures, as well 
as data protection procedures are enhanced on an ongoing basis so as to limit the risks associated with it-
supported integration. security policies and processes are updated regularly. intershop therefore considers the 
probability of this risk materializing as minor. 
the availability of third-party software that must meet market and customer requirements poses a further risk. 
if the third-party software used is not available in good time or is defective, this may affect the operating result. 
this challenge is addressed by signing long-term supply agreements with third-party software providers and 
continuously reviewing their quality. intershop also has alternative providers in place.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt26

FiNANCiAl RisKs

As of the balance sheet date, intershop has a comfortable liquidity base and the financial strength. it is not 
exposed to any significant interest rate or credit risk at the present time, as it has no financial liabilities. its activi-
ties abroad are exposed to currency risk in that revenues are generated in us and Australian dollars. measures 
were taken to hedge currency risks.
in order to at least limit the risk of defaults, intershop regularly performs credit checks on customers. in the case 
of larger contracts, this risk is also reduced by agreements on advance payments or progress payments based 
on the percentage of completion of the contract. please also see sections „(3) trade receivables” and „financial 
instrument disclosures” in the notes to the consolidated financial statements.

oThER RisKs

the Company is a defendant in various legal proceedings arising from the normal course of business. the man-
agement board assumes that there will be no major financial obligations for the Company resulting from legal 
disputes other than the ones listed in the notes to the consolidated financial statements. those risks are cov-
ered by insurance respectively reserves were set aside as a precaution. please also see section “legal disputes/
Contingent liabilities” in the notes to the consolidated financial statements.

third parties could accuse intershop of infringement of intellectual property rights, such as patents or copy-
rights, and claim compensation for damages or also attempt to restrict the sale of intershop software in the 
future. this especially applies to the countries, in which software process patents exist. in order to minimize risk 
in general, intershop especially checks the compliance of the licensing terms of third parties on a regular basis 
already in the development process. 

specialized and standardized contracts and gtCs are used for the sale of intershop products. it is possible that 
deviations from these contracts have to be made, for example, due to customer requests. in these cases, there 
is a risk that the deviating contractual provision poses a disadvantage for the Company. this risk is limited by 
having the legal department review all contracts that deviate from the standard templates or standard gtCs.

the subsidiary the bakery gmbh is still generating losses, therefore the costs incurred are financed with a loan 
commitment from intershop. if the bakery gmbh fails to attain its planned figures for revenue and profit, it 
runs the risk of insolvency. this would result in the loss of planned revenues for intershop as well as additional 
costs. intershop addresses this risk primarily with increased sales activities and the increased integration of the 
the bakery product portfolio into the intershop portfolio. the Company expects these measures to generate 
cost saving effects.

Changes in the ranking algorithms of search engines might make it more difficult or more cumbersome to 
offer search engine optimization services. this may reduce online marketing revenues and have a correspond-
ingly adverse effect on the results of operations. the Company considers this risk to be very small, however.

oPPoRTuNiTiEs

intershop operates in a very dynamic and growing market environment. new opportunities are constantly aris-
ing in the e-Commerce sector. identifying and using these opportunities without taking unnecessary risks is 
an important driver for the sustainable growth of the Company. that is why opportunity and risk management 

Consolidated management report  and group management report27

are closely linked at intershop. opportunity management is part of the strategic planning process at intershop 
– the internal and external potential that can have a positive impact on the further development and increase 
in value of the Company is evaluated on a regular basis. 
the following opportunities must be noted in particular: intershop customers have a high level of satisfaction, 
which is confirmed by regular surveys and their long-term loyalty to intershop. this could also result in short-
term and important follow-up orders outside of competitive procedures. intershop’s customer structure, with 
major customers accounting for a large proportion of total revenues, provides the opportunity to continue 
generating revenues from these customers and their affiliated companies without renewed acquisition efforts, 
as they will be less inclined to switch providers due to the financial and time barriers involved. As the pioneer 
in the industry with the most years of experience in the market segment, intershop has the reputation of being 
an especially reliable project partner, who also leads projects to success on time and on budget under difficult 
conditions. this can lead to short-term customer acquisition, especially if customers have failed in a project 
with other providers in the past. intershop still sees tremendous opportunities in the expansion of the partner 
and sales structure. it can be used to open access to hitherto non-accessible customer segments and exploit 
additional revenue potentials. the marketing of new price models could lead to greater revenue opportunities 
as new potential customer groups are targeted.

ovERAll RisK  PosiTioN

the overall risk position refers to the sum total of all the individual risks to which intershop is exposed. no risks 
have been identified that, either in isolation or in combination with others, may threaten intershop’s continued 
existence.

dEsCRiPTioN  oF ThE KEy ChARACTERisTiCs oF  ThE iNTERNAl CoNTRol ANd RisK  
 MANAgEMENT sysTEM wiTh REgARd To ThE CoNsolidATEd FiNANCiAl REPoRTiNg PR oCEss

intershop’s internal control system includes the policies, procedures, and measures introduced by the man-
agement board to enable the organizational implementation of its decisions so as to ensure the effectiveness, 
cost-effectiveness, and propriety of financial reporting as well as adherence to the applicable legal provisions. 
the intershop group is divided according to management board areas, whose various departments report 
to the management board member responsible in each case. the departments are divided into a number of 
cost and profit centers, each with its own department head. the department heads are accountable either for 
profits and costs or just for costs. 
the business ordering and approval processes, including authorizations and threshold values, are set out in 
the  authorization  directive  („global  Authorization  policy”)  introduced  by  the  management  board,  which  is 
reviewed and, when necessary, updated on a regular basis. the authorization directive includes three fields 
of regulation: the procurement of goods and services, offers to and agreements with customers, as well as 
personnel matters. defined processes must be adhered to before actions are carried out. if, for example, goods 
are ordered or services are requested, or if existing contracts are amended or canceled, various authorizations 
in the form of signatures must be obtained. the extent of the authorizations required depends on the type of 
contract involved and the volume of the order. information on finances and the impact on the balance sheet, 
as well as on the budget must be provided, and alternatives (e.g., offers from other suppliers or service provid-
ers) must be explained. no orders or commissions may be placed until the relevant departments, department 
heads, and/or management board members have given their approval as required by the policy. in addition to 

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt28

the authorization directive, intershop has additional guidelines for various areas, such as travel cost guidelines, 
cell phone guidelines and company car guidelines. these are also reviewed and adjusted accordingly on a 
regular basis. management board meetings, which take place at least once a week, discuss and monitor topics 
such as third-party commissions, among other things. 
Accounting systems are used to report accounting transactions in the financial statements of the respective 
subsidiary. with the exception of one subsidiary, the parent company’s central finance department enters the 
data into the sAp system. the consolidation and preparation of intershop’s consolidated financial statements 
is done with centralized consolidation software. the group’s accounting policies take into account the require-
ments of the ifRss, the handelsgesetzbuch (hgb – german Commercial Code], and the german principles of 
proper accounting. when preparing the consolidated financial statements, internal controls are carried out in 
compliance with the dual control system to ensure the reliability of the single-entity financial statements used 
as a basis and of the consolidated financial statements. the group’s controlling will prepare a detailed analysis 
every month to show the development of the group, the single entities, as well as the cost and profit centers. 
impairment testing of cash generating units is performed centrally at group level to ensure the use of uniform 
evaluation  criteria. the  preparation  and  compilation  of  the  data  used  to  prepare  the  notes  to  the  financial 
statements and the management report is also performed by the group’s controlling at group level, and these 
are checked by the finance department.

events suBsequent to the BaLanCe sheet D ate

since January 2014, the Company has been taking legal action to assert claims for payment from a contractual 
agreement from the year  2013.

DisCL osures in aCC orD anCe  With seC tion 289(4) hgB   
anD  seC tion 315(4) hgB pL us expLanatory report

At  the  balance  sheet  date,  the  Company’s  subscribed  capital  amounted  to  euR  30.183.484,  composed  of 
30.183.484 no-par value bearer shares. each share has a notional value of euR 1. there are no restrictions affect-
ing the voting rights or transferability of the shares. 
As of the balance sheet date, gsi Commerce solutions, inc. of King of prussia, pA, usA holds 26.14% of the 
Company’s share capital. gsi Commerce, inc. of King of prussia, pA, usA through gsi Commerce solutions, inc., 
indirectly holds a 26.14% interest in inteRshop Communications Ag. ebay inc., san Jose, California, usA indi-
rectly holds 26.15% of the voting rights in inteRshop Communications Ag through gsi Commerce inc. and 
gsi Commerce solutions, which are under its control. inteRshop Communications Ag has not been informed 
of any other direct or indirect share capital holdings that exceed 10% of the voting rights as of the balance 
sheet date. 

Consolidated management report  and group management report  
29

there are no shares with special rights conveying powers of control, especially rights of appointment to the 
supervisory board. Also, there are no employee stock option plans, meaning that employees do not have an 
interest in the capital without being able to exercise their control rights directly at the same time.
the appointment and dismissal of the management board is governed by sections 84 and 85 of the german 
stock Corporation Act (Aktg) and Article 6 of the Articles of Association of the Company. According to the 
Articles of Association, the management board consists of one or more persons. the number of members of 
the management board is determined by the supervisory board. Amendments to the Articles of Association 
are made in accordance with section 179 and following of the Aktg and Article 28 of the Articles of Associa-
tion. under the terms of the latter, the supervisory board has the power to resolve changes to the Articles of 
Association that affect only their wording and also, in particular, changes to the provisions governing the share 
capital corresponding to the respective amounts of capital increases from conditional capital and authorized 
capital, and of capital reductions resulting from the retirement of shares.
for information on the powers of the management board relating to the issuance of shares, please refer to the 
section entitled „equity” in the notes to the consolidated financial statements, and to the notes to the finan-
cial statements of inteRshop Communications Ag. the Company has not entered into any significant agree-
ments that are conditional on a change in control as a result of a takover bid. in addition, the Company has not 
entered into any agreements with the members of the management board or with employees for compensa-
tion in the event of a takeover bid.

Corporate governanCe DeCLaration in aCC orD anCe   
With seC tion 289a of the hgB 

on  february  12,  2014,  the  management  board  and  supervisory  board  issued  a  Corporate  governance 
declaration in accordance with section 289a of the hgb and, together with the Corporate governance 
Report, have made it publicly accessible on the Company’s website at 
http://www.intershop.com/corporate-governance-declaration.  

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdConsolidAted finAnCiAl stAtementsMANAgEMENT REPoRTConsolidAted mAnAgement RepoRt  And gRoup mAnAgement RepoRt30

ConsolidAted mAnAgement RepoRt  
And gRoup mAnAgement RepoRt

DepenDent Company report

As a purely precautionary measure, pursuant to section 312 of the german stock Corporation Act (Aktg), the 
management board of inteRshop Communications Aktiengesellschaft prepared a report for fiscal year 2013 
on the relationships with affiliated companies. this report also highlights the relationship with gsi Commerce 
solutions inc. At this time, the management board has no reason to believe that there is a dependency with 
regard to gsi Commerce solutions inc. however, the management board is also aware that this assessment is 
dependent on imponderables and uncertainties, in particular the forecast of future Annual general meeting 
majorities, which cannot be predicted with certainty. therefore the dependency report was prepared as a pre-
cautionary measure and on a voluntary basis. it contains the following final statement:
„with respect to the legal transactions outlined in the report on relationships with affiliated companies, inteR-
shop Communications Aktiengesellschaft received commensurate consideration for each legal transaction 
based on the circumstances that were known to us at the time the legal transactions or measures were under-
taken, and has not been disadvantaged by the taking or omission of measures.”

Jena, march 3, 2014

the management board of inteRshop Communications Ag

Jochen moll                             ludwig lutter                             dr. Jochen wiechen 

Consolidated management report  and group management reportT
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32

02

Consolidated  
finanCial statements

35 

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38 

Consolidated balance sheet

Consolidated statement of Comprehensive income

Consolidated statement of Cash flows

Consolidated statement of shareholders´ equity

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ConsoLiD ateD  finanCiaL  statements 

ConsoLiD ateD  BaLanCe sheet

in euR thousand

Note No. december 31, 2013 december 31, 2012

AssETs
Noncurrent assets
intangible assets
property, plant and equipment
other noncurrent assets
deferred tax assets

Current assets

trade receivables
other receivables and other assets
Restricted cash
Cash and cash equivalents

ToTAl AssETs

shAREholdERs´ EquiTy ANd liABiliTiEs
shareholders´ equity
subscribed capital
Capital reserve
other reserves

Noncurrent liabilities

other noncurrent provisions
deferred revenue

Current liabilities

other current provisions
trade accounts payable
income tax liabilities
other current liabilities
deferred revenue

ToTAl shAREholdERs´ EquiTy ANd liABiliTiEs

(1)
(2)
(4)
(21)

(3)
(4)

(5)

(6)
(6.1)
(6.2)

(11)
(10)

(11)
(7)
(8)
(9)
(10)

11,104
1,026
20
895
13,045

12,555
716
0
7,389
20,660

33,705

30,183
7,751
(13,752)
24,182

58
421
479

347
3,057
72
2,940
2,628
9,044

33,705

11,618
1,380
26
895
13,919

9,613
726
65
14,314
24,718

38,637

30,183
7,751
(10,322)
27,612

0
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878

352
4,771
412
2,794
1,818
10,147

38,637

35

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36

ConsoLiD ateD  statement of Comprehensive inC ome

in euR thousand

gross Revenues
licenses
services, maintenance and other 

Media costs 
Net Revenues
licenses
services, maintenance and other 

Cost of revenues
licenses
services, maintenance and other

Note
No.

(12)

(13)
(12)

(14)

January 1 to december 31,
2012

2013

6,318
51,020
57,338
(3,783)

6,318
47,237
53,555

(2.880)
(31,827)
(34,707)

5,278
51,447
56,725
(4,959)

5,278
46,488
51,766

(1,928)
(32,473)
(34.401)

gross profit

18,848

17,365

operating expenses, operating income

Research and development
sales and marketing
general and administrative
other operating income
other operating expenses

Result from operating activities

interest income
interest expense

Financial result

Earnings before tax

income taxes

Earnings after tax

other comprehensive income

exchange differences on translating foreign operations

Total comprehensive income

earnings per share (euR, basic)
earnings per share (euR, diluted)
weighted average shares outstanding (basic)
weighted average shares outstanding (diluted)

(15)
(16)
(17)
(18)
(19)

(20)

(21)

(22)
(22)

(3,463)
(11,946)
(5,814)
499
(1,352)
(22,076)

(4,542)
(8,383)
(5,898)
1,149
(285)
(17,959)

(3,228)

(594)

25
(4)
21

(3,207)

(120)

(3,327)

(103)
(3.430)

(0.11)
(0.11)
30,183
30,183

86
(2)
84

(510)

(69)

(579)

(38)
(617)

(0.02)
(0.02)
30,183
30,183

Consolidated FinanCial statementsConsoLiD ateD  statement of Cash fL oWs

in euR thousand

Note
No.

January 1 to december 31,
2012

2013

CAsh Flows FRoM oPERATiNg ACTiviTiEs

earnings before tax

Adjustments to reconcile net profit/loss to cash used in operating activities

financial result

depreciation and amortization

other noncash expenses and income

Changes in operating assets and liabilities

Accounts receivable

other assets

liabilities and provisions

deferred revenue

Net cash provided by operating activities  
before income tax and interest

interest received

interest paid

income taxes received

income taxes paid

Net cash (used in) operating activities

CAsh Flows FRoM iNvEsTiNg ACTiviTiEs

Restricted cash

payments for investments in intangible assets

proceeds on disposal of equipment

purchases of property and equipment

Net cash used in investing activities

CAsh Flows FRoM FiNANCiNg ACTiviTiEs

Cash received for unregistered stock

expenses of cash received for unregistered stock

Net cash provided by/used in financing activities

effect of change in exchange rates on cash

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of period

(5)

Cash and cash equivalents, end of period

(3,207)

(21)

3,716

(958)

(2,253)

(41)

(1,426)

448

(3,742)

25

(4)

39

(449)

(4,131)

65

(2,506)

10

(364)

(510)

(84)

2,348

(15)

2,190

(346)

(1,521)

(206)

1,856

86

(2)

66

(10)

1,996

2

(3,604)

2

(905)

(2,795)

(4,505)

0

0

0

1

26

(16)

10

(71)

(6,925)

(2,570)

14,314

7,389

16,884

14,314

37

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Consolidated FinanCial statements 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38

ConsoLiD ateD  statement of sharehoLDers´ equity

in euR thousand

Common shares
(number shares)

subscribed
capital

Capital reserve

Conversion

reserve

Cumulative

profit/loss

Cumulative

Total

currency differences

shareholders’ equity

Balance, January 1, 2013

30,183,484

30,183

7,751

total comprehensive income

Balance, december 31, 2013

30,183,484

30,183

7,751

Balance, January 1, 2012

30,170,984

30,171

7,753

(93)

(11,890)

total comprehensive income

issue of new shares

12,500

12

Balance, december 31, 2012

30,183,484

30,183

(2)

7,751

o t h eR  Re s eR v e s

(93)

(93)

(12,469)

(3,327)

(15,796)

(579)

2,240

(103)

2,137

2,278

(38)

27,612

(3,430)

24,182

28,219

(617)

10

(93)

(12,469)

2,240

27,612

Consolidated FinanCial statements 
 
 
 
 
 
 
 
 
39

o t h eR  Re s eR v e s

in euR thousand

Common shares

(number shares)

subscribed

capital

Capital reserve

Conversion
reserve

Cumulative
profit/loss

Cumulative
currency differences

Total
shareholders’ equity

Balance, January 1, 2013

30,183,484

30,183

7,751

total comprehensive income

Balance, december 31, 2013

30,183,484

30,183

7,751

(93)

(93)

(12,469)

(3,327)

(15,796)

Balance, January 1, 2012

30,170,984

30,171

7,753

(93)

(11,890)

total comprehensive income

(579)

2,240

(103)

2,137

2,278

(38)

27,612

(3,430)

24,182

28,219

(617)

10

Balance, december 31, 2012

30,183,484

30,183

(93)

(12,469)

2,240

27,612

issue of new shares

12,500

12

(2)

7,751

ConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdnotes to the ConsolidAted finAnCiAl stAtementsmAnAgement RepoRtCoNsolidATEd FiNANCiAl sTATEMENTsConsolidAted finAnCiAl stAtements 
 
 
 
 
 
 
 
 
40

03notes to tHe Consolidated 

finanCial statements

43 

48 

54 

60 

65 

66 

general disclosures

Accounting policies

notes to the individual balance sheet items

notes to the individual items of the statement of Comprehensive income

notes to the Cash flow statement

other disclosures

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notes to the ConsoLiD ateD  finanCiaL  statements 

43

generaL  DisCL osures

the Company

inteRshop Communications Ag (“intershop”, the “Company”, the “intershop group” or the “group”) is an 
Aktiengesellschaft (german stock corporation) under german law. the Company’s registered office is at 
intershop tower,  leutragraben  1  in  07740  Jena,  germany. the  Company  is  listed  on  the  german  stock 
exchange in frankfurt and is included in the prime standard. 
inteRshop Communications Ag is entered in the commercial register of the Jena local Court under num-
ber hRb 209419.

intershop  is  the  leading  independent  provider  of  omni-channel  commerce  solutions.  intershop  offers 
high-performance packaged software for internet sales, complemented by all necessary services includ-
ing online marketing. intershop also acts as a business process outsourcing provider, covering all aspects 
of online retailing up to fulfillment.

the  Company  has  prepared  its  consolidated  financial  statements  assuming  the  Company’s  continued 
operations.  As  of  december  31,  2013,  the  Company  had  cash  and  cash  equivalents  of  euR  7.4  million 
(december 31, 2012: euR 14.3 million). the equity ratio as of the balance sheet date was 72 % (previous 
year: 71 %). the Company does not have any financial liabilities (in this connection, interest-bearing finan-
cial obligations to the capital market or credit institutes are considered financial liabilities). please see also 
the group management Report.

accounting principles (compliance statement)

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in fiscal year 2013, intershop Communications Ag prepared its consolidated financial statements in accord-
ance  with  the  international  financial  Reporting  standards  (ifRss)  issued  by  the  international  Account-
ing standards board (iAsb), and in accordance with the provisions required to be applied under section 
315a(1) of the handelsgesetzbuch (hgb – german Commercial Code). 

the  consolidated  financial  statements  of  intershop  Communications  Ag  for  2013  (January  1,  2013  to 
december 31, 2013) were prepared in accordance with the international financial Reporting standards 
(ifRss) valid at the balance sheet date and with the interpretations issued by the international financial 
Reporting interpretations Committee (ifRiC), as adopted by the eu.

the 2013 fiscal year was the first year in which the adoption of the following financial Reporting standards 
and interpretations became mandatory:
•	
•	
•	
•	
•	
•	
•	

Amendments	to	IAS	1	„Presentation	of	Financial	Statements”
IAS	19	(revised	2011)	„Employee	Benefits”
IAS	12	„Income	Taxes”
Amendment	to	IFRS	1	„First-Time	Adoption	of	IFRSs”
Amendment	to	IFRS	7	„Financial	Instruments:	Disclosures”
IFRS	13	„Fair	Value	Measurement”
Improvements	to	International	Financial	Reporting	Standards	(May	2012)

the amendments to iAs 1 require that the items under the other result are divided into amounts that are 
reorganized into the income statement, and amounts that are not reorganized. there is no demonstration 
of which items must be shown under the other result. these amendments did not have any effect on inter-
shop’s consolidated financial statements for the reporting year. the revision of iAs 19 refers to the removal 
of the corridor method and the calculation of financial expenses on a net basis. these changes do not have 
any effect on the consolidated financial statements. the amendments to iAs 12 address the realization of 

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44

underlying assets. these changes do not have any effect on intershop’s consolidated financial statements. 
the amendment to ifRs 1 refers to the accounting for government grants during the first-time adoption 
of ifRss. there was no effect on the consolidated financial statements from this amendment, as intershop 
is not a first-time adopter of ifRss. the amendment to ifRs 7 has the effect of clarifying some of the provi-
sions for the offsetting of assets and liabilities. the new information is designed to facilitate a comparison 
of ifRs financial statements and us gAAp financial statements. this could result in extended disclosure 
requirements for intershop. ifRs 13 describes how the fair value must be defined and also expands the 
information regarding the fair value. this could result in additional disclosure requirements for intershop.  

furthermore, the following improvements to ifRs in 2011 were to be applied as of fiscal year 2013:
•	
•	
•	
•	
•	

IFRS	1	„First-Time	Adoption	of	IFRSs”
IAS	1	„Presentation	of	Financial	Statements”
IAS	16	„Property,	Plant	and	Equipment”
IAS	32	„Financial	Instruments:	Presentation”
IAS	34	„Interim	Financial	Reporting”

the improvements listed had no material effect on the consolidated financial statements in the reporting year.

the international Accounting standards board (iAsb) has also issued the following standards, interpreta-
tions, and amendments to existing standards whose application is not yet mandatory. the Company has 
decided not to adopt these standards prior to their effective date and this is also not planned for the future:

iFRs

ifRs 10

ifRs 11

ifRs 12

Amendment

Consolidated financial statements

Joint Arrangements

disclosure of interests in other entities

ifRs 10, 11, 12

Amendments to the transitional provisions

iAs 27

iAs 28

iAs 32

iAs 36

iAs 39

ifRiC 21

ifRs 9

ifRs 14

separate financial statements

investments in Associates and Joint ventures

financial instruments: presentation – offsetting

Recoverable Amount disclosures

novation of derivatives

levies

financial instruments: Classification and measurement

Regulatory deferral Accounts

Amendment for 
fiscal year as of

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2014

01/01/2015

01/01/2016

the focus of ifRs 10 is on the introduction of a single consolidation model for all companies that centers 
on the parent company’s control of the subsidiary. the amended definitions in ifRs 11 have resulted in 
two types of joint arrangements: joint operations and joint ventures. the option of proportionate con-
solidation was removed for jointly managed companies. ifRs 12 regulates the disclosure requirements for 
subsidiaries, joint ventures, associates and non-consolidated special purpose entities. ifRs 9 addresses the 
classification, recognition and measurement of financial assets and liabilities. the concrete impact of ifRs 
9, 10, 11 and 12 and the other aforementioned standards on the net assets, financial position and results 
of operations, along with the presentation of the group, must still be reviewed.

Notes to the CoNsolidated FiNaNCial statemeNtsfinancial reporting for fiscal year 2013 has been prepared in accordance with the standards and interpre-
tations required to be applied and gives a true and fair view of the net assets, financial position, and results 
of operations of the intershop group. 

Assets and liabilities are generally measured at historical cost. 

the consolidated financial statements have been prepared in euros. unless stated otherwise, all amounts 
are given as thousands of euros (euR thousand). figures are rounded to the nearest thousand and totals 
may not sum due to rounding. 

the fiscal year of inteRshop Communications Ag and its consolidated subsidiaries is the calendar year. 
the income statement has been prepared using the cost of sales method.

on march 3, 2014, the management board of inteRshop Communications Ag authorized the submission 
of these ifRs consolidated financial statements to the supervisory board. 

estimates and assumptions

preparation of the consolidated financial statements requires management to make estimates and assump-
tions that affect the amounts reported in the consolidated financial statements and the accompanying 
notes. estimates are based on past experience and other knowledge of transactions to be accounted for. 
Actual results may differ from these estimates. As a result, estimates and the assumptions on which they 
are based are regularly reviewed and assessed for their potential effects on the Company’s financial report-
ing. provisions are recognized and measured on the basis of financial estimates and data, as well as on the 
basis of historical data and circumstances known at the balance sheet date. it must be probable that the 
obligation to a third party will have to be settled. the actual obligation may differ from the amounts of 
the provisions. A corresponding adjustment in the carrying amounts of assets and liabilities would occur 
within the next fiscal year. 
in particular, estimates are required to recognize and measure provisions for legal costs and litigation risks, 
guarantee provisions, and provisions for income taxes, as well as to assess the need for and measurement 
of impairment losses and valuation allowances. An estimate for the degree of completion of contracts 
for fixed-price projects is required when determining revenues for consulting services. in fiscal year 2013, 
other provisions amounted to a total of euR 405 thousand, of which euR 50 thousand related to litigation 
risks. the corresponding expense entry was recognized in the Consolidated statement of Comprehensive 
income under general and administrative expenses. value adjustments amounting to euR 1,096 thousand 
have been recognized in trade receivables. please refer to the sections „(3) trade receivables” and „disclo-
sures on financial instruments”. goodwill is tested for impairment using the test described in the section 
entitled „impairment of assets.” no impairments were necessary in fiscal years 2013 and 2012. please refer to 
the “Revenues” section in the chapter entitled “Accounting policies” for information on estimating revenues.

Basis of consolidation

As of december 31, 2013, in addition to the parent company, the consolidated companies included the 
subsidiaries  intershop  Communications,  inc.,  soquero  gmbh, the  bakery  gmbh,  intershop  Communi-
cations  Australia  pty  ltd,  intershop  Communications  nordics  Ab,  intershop  Communications  ventures 
gmbh, as well as intershop Communications Asia limited. the subsidiary intershop Communications Asia 
limited, which is domiciled in hong Kong, was newly established. the acquisition costs of hKd 5,000 cor-
respond to the capital contribution.

45

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Notes to the CoNsolidated FiNaNCial statemeNts 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46

the following list shows the subsidiaries of intershop Communications Ag and the Company’s respective 
interest as of december 31, 2013:

intershop Communications, inc., san francisco, usA

soquero gmbh, frankfurt/main, germany

the bakery gmbh, berlin, germany

intershop Communications Australia pty ltd,  
melbourne, Australia

intershop Communications ventures gmbh,  
Jena, germany

intershop Communications nordics Ab,  
malmö, sweden

intershop Communications Asia limited,  
hong Kong, China

interest
(in %)

Equity*
(in euR thousand)

Net loss**

(in euR thousand)

100

100

100

100

100

100

100

(212)

213

(3,292)

158

(2,253)

24

14

219

349***

(1,253)

151

(29)

(2)

14

* equity as of december 31, 2013 is translated at the exchange rate as of the reporting date
** (preliminary) net profit/loss for fiscal year 2013 is translated at the average annual rate
*** net profit/loss before profit transfer to parent company inteRshop Communications Ag

the subsidiary soquero gmbh has fulfilled the necessary requirements pursuant to section 264 (3) of the 
hgb and is exempt from the obligation to prepare its annual financial statements for fiscal year 2013 in 
accordance with section 264 and following of the hgb, as well as from the obligation to audit and publish 
them.

Consolidation methods

the consolidated financial statements of intershop Communications Ag include the consolidated results 
of the Company and all its german and foreign subsidiaries over whose financial and operating policies 
intershop Communications Ag exercises direct or indirect control. A company is included in the consoli-
dated financial statements from the date on which control passes to the intershop group. deconsolida-
tion usually occurs on the date the subsidiary is liquidated or on the date control passes to a third party.

suBsidiARiEs:

Acquisition accounting for companies acquired from third parties is performed as of the date of acqui-
sition using the purchase method of accounting. under this method, the assets acquired and liabilities 
assumed  are  measured  at  their  acquisition-date  fair  value.  Any  remaining  positive  difference  between 
acquisition price and fair value is capitalized as goodwill. Any negative difference is immediately recog-
nized as an expense. transaction costs are recognized as expense. in subsequent periods, hidden reserves 
and liabilities realized at the time of initial consolidation are carried, written down or reversed in accord-
ance to the treatment of the corresponding assets and liabilities. goodwill will be reviewed for impairment 
at  least  once  a  year  during  subsequent  reporting  periods  and,  in  case  of  impairment,  an  unscheduled 
write-down  to  the  lower  fair  value  is  made.  expense  and  revenues  as  well  as  receivables  and  liabilities 
between consolidated companies are eliminated.

Notes to the CoNsolidated FiNaNCial statemeNtsforeign currency translation

47

monetary items denominated in foreign currency in the local-currency single-entity financial statements 
of the consolidated companies are measured at the closing rate. translation differences are recognized in 
income. 
the functional currency for it’s the subsidiaries is the local currency of the country in which the subsidiary 
is based. the Company’s functional currency is the euro. the financial statements of subsidiaries outside 
the euro zone are translated using the modified closing rate method. since from a financial, economic, and 
organizational perspective, the subsidiaries conduct their business independently, the functional currency 
is always the same as the company’s local currency. Assets and liabilities are translated using the closing 
rate at the balance sheet date; income and expenses are translated at the average exchange rate for the 
year. the difference resulting from currency translation is taken directly to equity and reported separately 
in equity under other reserves (cumulative currency translation differences). Currency translation differ-
ences are reversed to income when a subsidiary is deconsolidated.

transactions in foreign currencies are translated at the exchange rate prevailing at the date of each transac-
tion. nonmonetary items denominated in foreign currency are measured at historical exchange rates. dif-
ferences in exchange rates between the date of a transaction denominated in a foreign currency and the 
date at which it is either settled or translated are recognized in the statement of comprehensive income 
and are shown in “other operating income” or “other operating expenses.” Currency gains and losses were 
euR -290 thousands (2012: euR 121 thousands).

the following table shows the significant exchange rates used for foreign currency translation:

Currency

Closing rate

Average rate for the year

Country

1 Eur =

dec. 31, 2013

dec. 31, 2012

united states

Australia

hongkong

usd

Aud

hKd

1.38

1.55

10.68

1.32

1.27

10.25

2013

1.33

1.38

10.50

2012

1.29

1.25

9.98

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements 
48

aCCounting poLiCies

the accounting policies are applied uniformly throughout the intershop group and to all periods reported 
in the consolidated financial statements.

goodwill

in accordance with ifRs 3, goodwill resulting from consolidation is the excess of the cost of a business 
combination over the group’s interest in the fair value of the identifiable assets and liabilities and contin-
gent liabilities of a subsidiary, associate, or joint venture at the date of acquisition.
goodwill is recognized as an asset and tested for impairment at least once a year in accordance with iAs 
36. goodwill is tested for impairment on the basis of cash-generating units. goodwill is allocated to cash-
generating units. An impairment loss is recognized if the recoverable amount of the cash-generating unit, 
which is the higher of fair value less costs to sell and value in use, is lower than its carrying amount (for 
further details, see the section entitled “impairment of assets”). impairment losses are immediately recog-
nized in the income statement and not reversed in subsequent periods.

intangible assets

purchased intangible assets, such as software, patents, and customer relationships, are capitalized at cost. 
intangible assets with finite useful lives are measured at cost less accumulated amortization, taking into 
account accumulated impairment losses and reversals of impairment losses, and are written down using 
the straight-line method. their useful lives are generally between 2 and 3 years.
intangible assets with an indefinite useful life, such as goodwill, are measured at cost less accumulated 
impairment losses and tested for impairment both annually and when there are indications of impairment. 
please refer to the section entitled “impairment of assets”.

software development costs

development costs for newly developed (software) products are capitalized at cost in accordance with 
iAs  38  if  the  following  criteria  are  met:  the  technical  feasibility,  the  intention  for  own  use  or  for  sale,  a 
guarantee of the marketability of the newly developed products, the future benefits, the availability of suf-
ficient technology, finances and other resources, as well as a clear allocation of expenses. Capitalization of 
software development costs generally begins when the technological feasibility of the product is estab-
lished; the Company defines this as the development of a prototype as well as the development of a beta 
version of the software. Capitalized software development costs include direct staff costs for employees, 
ancillary staff costs, directly attributable payments for third-party services, and an appropriate percentage 
of reasonably identifiable overhead costs. the relevant amount is amortized using the unit of production 
method over the planned useful life of three years beginning from the time when the software release 
concerned is made available to customers. the capitalized costs are subject to the impairment test.
Research costs may not be capitalized in accordance with iAs 38 and are therefore recognized directly as 
an expense in the income statement.

property, plant, and equipment

property, plant, and equipment is measured at cost less accumulated depreciation, taking into account 
accumulated impairment losses and reversals of impairment losses. depreciation is computed using the 
straight-line method over the estimated useful lives of the assets. depreciation is based primarily on the 
following useful lives:

Notes to the CoNsolidated FiNaNCial statemeNts49

Computer equipment

office furniture/ presentation equipment

3 years

4–5 years

leasehold improvements are depreciated on a straight-line basis over the shorter of the lease terms or 
their estimated useful lives. when items of property, plant, and equipment are decommissioned, sold, or 
abandoned, the gain or loss from the difference between the sale proceeds and the carrying amount is 
reported in “other operating income” or “other operating expenses”.

impairment of assets

for property, plant, and equipment and intangible assets with finite and indefinite useful lives an estimate 
is made at each balance sheet date to establish whether there are any indications that the assets in ques-
tion may be impaired in accordance with iAs 36, impairment of Assets. 
if such indications exist, the recoverable amount of the asset is determined so that the impairment loss 
can be calculated. the recoverable amount is the higher of fair value less costs to sell and value in use. the 
fair value less costs to sell is defined as the amount that could be generated by the sale of an asset in an 
arm’s length transaction between willing parties. the value in use is determined on the basis of discounted 
future cash flows using a market rate of interest that reflects the risks of the asset that are not yet included 
in the estimated future cash flows. if the recoverable amount of an asset is lower than its carrying amount, 
the asset must be written down to its recoverable amount. impairment losses are recognized immediately 
in profit or loss. no extraordinary write-downs were applied in years 2013 and 2012. in the case of rever-
sals of impairment losses in a subsequent period, the carrying amount of the asset is adjusted to reflect 
the identified recoverable amount; however, the value of the asset may only be increased to the carrying 
amount that would have arisen if no impairment loss had previously been charged. Reversals of impair-
ment losses must be recognized immediately in profit or loss. no such reversals were performed in 2013 
and 2012.
the  goodwill  impairment  test  is  to  be  performed  on  cash  generating  units. the  goodwill  impairment 
test is to be performed on the cash generating unit to which goodwill is allocated. goodwill comprises 
the  intellectual  property  incorporated  in  the  software  obtained  from  previous  acquisitions  (net  carry-
ing amount at december 31, 2013: euR 4,473 thousand, recoverable amount: euR 31,103 thousand) and 
goodwill resulting from the acquisition of soquero gmbh relating to expected future positive cash flows 
based on long-term customer relationships (net carrying amount at december 31, 2013: euR 754 thou-
sand, recoverable amount: euR 6,346 thousand). goodwill from the acquisition of soquero gmbh was 
generated by the cash generating unit of the subsidiary soquero gmbh. for the goodwill representing 
the intellectual property incorporated in the software, the relevant cash-generating unit is the europe seg-
ment excluding the online marketing, full-service business areas and the bakery gmbh. As a first step, the 
carrying amounts of the cash generating units are compared with their value in use. the total of the carry-
ing amounts is also compared with the fair value of the Company. for this purpose, the fair value is derived 
from the Company’s market capitalization. the impairment write-down required is determined in a sec-
ond step, but only if the value in use or fair value is less than the carrying amount. to determine the value 
in use of the cash generating units, the net cash flows were calculated for 2014 to 2017 and a perpetual 
annuity (without growth rate) was calculated for the period beginning 2018. the calculations are based on 
the corporate planning for the period from 2014 to 2017 approved by intershop’s management; this plan-
ning builds on a market forecast and reflects parameters including customer retention, market share, and 
sector growth. when determining the value in use, present values were calculated on the basis of a dis-
count rate of 10.19% (weighted average cost of capital – wACC). no impairment losses on goodwill were 
reported in 2012 and 2013. impairment losses on goodwill are not reversed. A change in the discount rate of 
1.0 percentage points or a 10% reduction in revenue compared to our planning would not affect the test result.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements50

Leases

iAs 17 requires leases to be classified into financing leases and operating leases. leases are classified as 
financing leases if the terms and conditions of the lease transfer substantially all risks and rewards inci-
dental to ownership to the lessee. All other leases are classified as operating leases. under a finance lease, 
the leased assets are capitalized at fair value on initial recognition and depreciated over their useful lives. 
lease payments under an operating lease are expensed over the term of the lease using the straight-line 
method. intershop only has operating leasing arrangements.

financial instruments

financial assets and financial liabilities, which include trade receivables and liabilities, cash and cash equivalents 
and restricted cash, are recognized in the balance sheet at the date when the group becomes a party to 
the contractual provisions of the financial instrument. purchases or sales are usually accounted for at the 
trade date.
financial instruments are recognized at fair value on acquisition. financial assets are initially recognized at 
fair value plus transaction costs. financial instruments are recognized at fair value on acquisition and are 
subsequently measured on the basis of the following categories: a) financial assets and liabilities at fair 
value through profit or loss, classified as “held for trading” and “designated”, b) held-to-maturity financial 
assets, c) loans and receivables, d) available-for-sale financial assets, and e) liabilities measured at amor-
tized cost.
financial assets are classified as “at fair value through profit or loss” if they have been acquired with 
the intention of being sold in the short term or are held for trading. derivatives are classified as “held for 
trading” if they are not designated as being included in a hedging relationship. if their fair value is nega-
tive, this leads to a financial liability. in this category, financial assets are subsequently measured at fair 
value. transaction costs are recognized in income. Any gain or loss resulting from subsequent measure-
ment is reported in the income statement under other operating income or expenses. held-to- maturity 
 financial  assets  are  non-derivative  financial  assets  with  fixed  or  determinable  payments  and  a  fixed 
maturity that an entity has the positive intention and ability to hold to maturity. following initial recogni-
tion, they are measured at amortized cost. gains and losses are reported in profit or loss for the period if 
the asset in question is derecognized or impaired. loans and receivables are non-derivative financial 
assets with fixed or determinable payments that are not quoted in an active market. they are subsequently 
measured at amortized cost using the effective interest method. Available-for-sale financial assets are 
non-derivative financial assets that are either attributable to this category or have not been allocated to 
any of the other categories presented. they are subsequently measured at fair value, with any unrealized 
gains or losses being recognized directly in equity.

following  initial  recognition,  financial  liabilities  are  generally  measured  at  amortized  cost  using  the  effective 
interest method, with the exception of financial liabilities at fair value through profit or loss. 
Currently, intershop’s financial assets are trade receivables. As of the balance sheet date, intershop did not 
hold any financial instruments that are classified as “held to maturity” or that are measured at fair value on 
initial recognition in accordance with iAs 39. intershop also did not have any securities that are classified 
as available-for-sale.

trade receivables, other receivables and other assets 

trade receivables are reported at fair value, which usually corresponds to cost, at the date of recognition. 
they are subsequently measured at amortized cost net of any valuation allowances. Receivables from the 
sale of software licenses are recognized only when a contract has been signed with the customer, any 
right of return granted to the customer has expired, the software has been made available according to 
the contract, and it is more probable than not that the receivable will be collected. 

Notes to the CoNsolidated FiNaNCial statemeNts51

trade receivables are recognized at their principal amount, which equals fair value at the time of collection. 
Receivables with longer maturities (> 1 year) are discounted using market interest rates. 
other receivables and other assets are recognized at amortized cost. All identifiable risks of default are 
taken into account by deducting appropriate allowances.
the Company makes judgments as to its ability to collect outstanding receivables and recognizes allow-
ances for the portion of receivables where collection becomes doubtful. Allowances are recognized based 
on a specific review of all significant outstanding invoices. for those invoices not specifically reviewed, 
allowances  are  recognized  at  differing  rates,  based  on  the  age  of  the  receivable.  in  determining  these 
percentages, intershop analyzes its historical collection experience and current economic trends. if the 
historical data the Company uses to calculate the allowances recognized for doubtful accounts does not 
reflect the future ability to collect outstanding receivables, additional allowances for doubtful accounts 
may be needed and the future results of operations could be materially affected.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, checks, and unrestricted deposits with banks that have 
an original maturity of up to 90 days and are recognized at nominal value.

other provisions and contingent liabilities

According to iAs 37, provisions are recognized for obligations to third parties if they have arisen from a 
past event, an outflow of resources is probable, and the amount can be reliably estimated. provisions that 
do not lead to an outflow of resources in the subsequent year are recognized at the settlement value, 
discounted to the balance sheet date using market interest rates. the settlement value includes expected 
cost increases.  Rights of recourse are not deducted from provisions.
Contingent liabilities are firstly possible obligations whose existence will be confirmed only by the occur-
rence  or  nonoccurrence  of  one  or  more  uncertain  future  events  not  wholly  within  the  control  of  the 
entity. secondly, they are existing obligations where it is not probable that they will lead to an outflow of 
resources, or the outflow cannot be reliably quantified. According to iAs 37, contingent liabilities are not 
recognized in the balance sheet. 

trade accounts payable

trade accounts payable are accounted at their amortized cost. trade accounts payable are classified into 
current and noncurrent trade accounts payable. trade accounts payable within one year are current liabili-
ties, and trade accounts payable after one year are noncurrent liabilities.

income and expense recognition

intershop derives revenues from the following primary sources: software license revenues and services 
revenues, which mainly include maintenance, consulting and education, online marketing, and full ser-
vice and thebakery business.
intershop assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all 
other revenue recognition requirements are met. for software license arrangements that do not require 
significant modification or customization of the underlying software, the Company recognizes the result-
ing revenue when: (1) it enters into a legally binding arrangement with a customer for the license of soft-
ware; (2) it delivers the products and, (3) the amount of income can be reliably determined. substantially, 
all of the Company’s license revenues are recognized in this manner.
some  of  the  Company’s  software  arrangements  additionally  include  implementation  services  sold 
separately  under  consulting  engagement  contracts.  Revenues  from  these  arrangements  are  generally 
accounted for separately from the license revenue. the more significant factors considered in determining 
whether the revenue should be accounted for separately include the nature of services (i.e., consideration 
of whether the services are essential to the functionality of the licensed product), degree of risk, availability 

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements52

of services from other vendors, timing of payments, and impact of milestones or acceptance criteria on the 
collectibility of the software license fee.
where  several  services  are  covered  by  a  single  agreement  (so-called  multi-component  contracts),  the 
Company allocates total income to the individual elements of the transaction on the basis of their respec-
tive fair values. these fair values are determined using vendor-specific objective evidence (“vsoe”). ven-
dor-specific objective evidence of fair value for all elements of an arrangement is based upon the normal 
pricing and discounting practices for those products and services when sold separately. if the Company 
cannot objectively determine the fair value of any undelivered element included in bundled software and 
service arrangements, it defers revenue until all elements are delivered, services have been performed, or 
until fair value can objectively be determined. when vsoe of a license or other delivered element has not 
been established, the Company uses the residual method to record license revenue if vsoe of all undeliv-
ered elements is determinable. under the residual method, vsoe of the undelivered elements is deferred 
and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized 
as revenue.
intershop’s license arrangements generally do not include acceptance provisions. however, if acceptance 
provisions exist within previously executed terms and conditions that are referenced in the current agree-
ment, the Company then applies judgment in assessing the significance of the provision. if the Company 
determines  that  the  likelihood  of  non-acceptance  of  these  arrangements  is  remote,  it  then  recognizes 
revenue once all of the criteria described above have been met. if such a determination cannot be made, 
revenue  is  recognized  upon  the  earlier  of  receipt  of  written  customer  acceptance  or  expiration  of  the 
acceptance period.
Revenue for consulting services is generally recognized as the services are performed. if there is a signifi-
cant uncertainty about the project completion or receipt of payment for the consulting services, revenue 
is deferred until the uncertainty is sufficiently resolved.
the determination of the amount of revenues to be recognized is partly based upon the use of estimates. 
the Company estimates, for example, the percentage of completion on contracts with fixed or “not to 
exceed” fees on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours 
to complete the project. this is used for fixed-price projects in the consulting area. if intershop does not 
have a sufficient basis to measure progress towards completion, revenue is recognized when the Com-
pany receives final acceptance from the customer. when total cost estimates exceed the contractually 
agreed  upon  revenues,  intershop  sets  aside  valuation  allowances  or  reserves  for  the  estimated  losses, 
using cost estimates that are based upon an average burdened daily rate and all expenses applicable to 
the organization delivering the services. 
the complexity of the estimation process and issues related to the assumptions, risks, and uncertainties 
inherent in the application of the percentage-of-completion method of accounting affect the amounts of 
revenues and related expenses reported in the Company’s consolidated financial statements. A number of 
internal and external factors can affect intershop’s estimates, including costs for employees, utilization and 
efficiency variances, and specification and testing requirement changes.

Revenues from maintenance are recognized ratably over the period in which the services are provided.

Revenue-based billing models are used in the full-service business area. Revenues are recognized on the 
basis of agreed percentages of the sales generated by the relevant online shop. 

Revenue from thebakery business is determined based on the agreed price per transaction stipulated in 
the specific customer contracts. in this context, a transaction is a business process defined together with 
the customer that is carried out on thebakery’s transaction platform.

in the case of revenues from online marketing, gross revenues are netted against media costs to report net 
revenues. both gross and net revenues are presented in the statement of comprehensive income.

Notes to the CoNsolidated FiNaNCial statemeNts53

Cost of revenues

the cost of revenues comprises the costs incurred in generating revenues. they include in particular all 
costs incurred in the consulting, maintenance, training, full-service, thebakery and online marketing areas. 
the cost of revenues relating to licenses also includes amortization of capitalized software development 
costs. in the online marketing area, however, the costs passed directly on to customers (media costs) are 
deducted directly from revenues.

Cost of debt

interest expenses are recognized in the period in which they arise. interest relating to the production of 
qualifying assets is generally capitalized.

government grants

in accordance with iAs 20, government grants are only recognized when there is reasonable assurance 
that the conditions attaching to them will be complied with and that the grants will be received. iAs 20 pro-
vides in principle for grants to be recognized as income over the periods in which the related costs are recog-
nized. if all the conditions have been complied with, the Company reports non-repayable income subsi-
dies as “other operating income”.

income taxes

in accordance with iAs 12, deferred taxes are recognized for all temporary differences between the carry-
ing amount of assets and liabilities in the ifRs balance sheet and their tax base at the balance sheet date 
using the balance sheet liability method. deferred tax assets are recognized for all deductible temporary 
differences, unused tax loss carryforwards, and unused tax credits to the extent that it is probable that tax-
able income will be available against which the deductible temporary differences and the unused tax loss 
carryforwards and tax credits can be utilized.
deferred  taxes  are  measured  at  the  tax  rates  that  have  been  enacted  or  substantively  enacted  for  the 
period in which an asset is realized or a liability settled. the effect of changes in the tax rate on deferred 
taxes is recognized as of the effective date of the legal changes.  

operating segments

the segments have been presented in accordance with ifRs 8, operating segments. the structure and 
content of segment reporting reflects the internal reports provided to management. An operating seg-
ment is a component of an entity that engages in business activities from which it may earn revenues and 
incur expenses, whose results are regularly reviewed by management, and for which financial informa-
tion is available. An operating segment becomes a reportable segment if it can be identified and exceeds 
certain quantitative thresholds. expenses are generally allocated on the basis of the percentage revenue 
breakdown.  

earnings per share

the basic net loss per share is determined in accordance with iAs 33, earnings per share for all periods pre-
sented. basic net loss per share is computed using the weighted average number of outstanding shares 
of common shares.
 the diluted net loss per share is computed using the weighted average number of ordinary shares out-
standing and, in the case of dilution, the ordinary shares outstanding and the potential number of ordinary 
shares from options and warrants to purchase such shares using the treasury stock method. in the case of 
convertible securities the “if-converted method” is used. All potential ordinary shares have been excluded 
from the computation of the diluted net loss per share because the effect would be antidilutive.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements 
54

notes to the inDiviDuaL  BaLanCe sheet items

(1) iNTANgiBlE  AssETs

in euR thousand

software

internally 
developed 
software

other  
intangible 
assets

goodwill

Total

Costs of purchase

Balance at January 1, 2012

Additions

disposals

Currency translation differences

4,570

151

(3,545)

0

9,529

3,454

0

0

1,895

24,851

40,845

0

(10)

0

0

0

0

3,605

(3,555)

0

Balance at december 31, 2013

1,176

12,983

1,885

24,851

40,895

Additions

disposals

Currency translation differences

113

(190)

0

2,392

0

0

0

(73)

0

0

0

0

2,505

(263)

0

Balance at december 31, 2013

1,099

15,375

1,812

24,851

43,137

Amortization, write-downs, 
and impairment losses

Balance at January 1, 2012

Additions

disposals

Currency translation differences

Balance at december 31, 2012

Additions

disposals

Currency translation differences

Balance at december 31, 2013

Net carrying amount at 
december 31, 2012

Net carrying amount at 
december 31, 2013

4.350

168

(3.544)

0

974

169

(191)

0

952

202

147

5.235

1.559

0

0

6.794

2.851

0

0

1.895

19.624

31.104

0

(10)

0

0

0

0

1.727

(3.554)

0

1.885

19.624

29.277

0

(73)

0

0

0

0

3.020

(264)

0

9.645

1.812

19.624

32.033

6.189

5.730

0

0

5.227

11.618

5.227

11.104

Notes to the CoNsolidated FiNaNCial statemeNts 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55

“internally developed software” includes capitalized software development costs for continued develop-
ment of intershop’s software as well as capitalized development costs for the creation of online shops 
for full-service customers. of the amortization, write-downs and impairment losses on intangible assets 
recognized in the statement of Comprehensive income, euR 2,917 thousand (2012: euR 1,641 thousand) 
are included in the cost of revenues, euR 28 thousand (2012: euR 24 thousand) in research and develop-
ment expenses, euR 9 thousand (2012: euR 0 thousand) in the sales and marketing costs as well as euR 
66 thousand (2012: euR 61 thousand) in general and administrative costs. with the exception of goodwill, 
there are no intangible assets with indefinite useful lives.

(2) PRoPERTy, PlANT, ANd EquiPMENT

in euR thousand

Costs of purchase

Balance at January 1, 2012

Additions

disposals

Currency translation differences

Balance at december 31, 2012

Additions

disposals

Currency translation differences

Balance at december 31, 2013

depreciation, write-downs 
and impairment losses

Balance at January 1, 2012

Additions

disposals

Currency translation differences

Balance at december 31, 2012

Additions

disposals

Currency translation differences

Balance at december 31, 2013

Net carrying amount at  
dec. 31, 2012

Net carrying amount at  
dec. 31, 2013

Computer 
equipment

office and 
operating 
equipment

leasehold 
improve-
ments

Total

9,957

905

(6,314)

(2)

4,546

372

(404)

(23)

2,077

214

(740)

1

1,552

176

(73)

(9)

281

2

(8)

(1)

274

10

0

(3)

1,646

281

4,491

1,567

192

(739)

1

1,021

216

(64)

(3)

226

24

(2)

(6)

242

21

0

0

8,859

621

(6,321)

7

3,166

696

(386)

(11)

1,170

263

3,465

531

476

32

18

1,380

1,026

7,599

689

(5,566)

(2)

2,720

186

(331)

(11)

2,564

7,066

405

(5,580)

12

1,903

459

(322)

(8)

2,032

817

532

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
56

of depreciation, write-downs and impairment losses on property, plant and equipment recognized in the 
statement of Comprehensive income, euR 338 thousand (2012: euR 304 thousand) are included in the 
cost of revenues, euR 175 thousand (2012: euR 177 thousand) in research and development expenses, euR 
44 thousand (2012: euR 34 thousand) in marketing and sales expenses as well as euR 139 thousand (2012: 
euR 106 thousand) in general and administrative expenses.

(3) TRAdE RECEivABlEs

trade receivables as of the balance sheet date include receivables from the sale of software licenses and 
the  performance  of  services  amounting  to  euR  12,555  thousand  (2012:  euR  9,613  thousand)  and  due 
within one year (current assets). thereof, total receivables of euR 7,782 thousand (2012: euR 6,372 thou-
sand) are not yet due. the following table shows the maturity structure of the trade receivables that are 
not yet due:

in euR thousand

due within 30 days

due within 31 and 60 days
due within 61 days and 1 year

dec. 31, 2013
5,624

dec. 31, 2012
4,677

945
1,213
7,782

1,544
151
6,372

As of december 31, 2013, trade receivables of euR 3,781 thousand were past due but were not impaired 
(december 31, 2012: euR 1,414 thousand). the following table shows the maturity structure of receivables 
that are past due but not impaired:

in euR thousand

up to 30 days past due

31 to 60 days past due

61 to 90 days past due

over 90 days past due

dec. 31, 2013

dec. 31, 2012

2,017

339

1,426

0

3,781

1,028

134

37

215

1,414

specific allowances are recognized after 90 days. in the subsequent year, value adjustments may be made 
for the receivables that are past due but were not yet impaired. 

impairment losses amounting to euR 1,096 thousand (2012: euR 124 thousand) have been recognized in 
the fiscal year. impairments changed as follows:

in euR thousand

Balance at beginning of year

impairment of receivables

Amounts derecognized due to uncollectibility

Amounts received during the fiscal year on receivables written off

Reversals of impairments

Balance at end of year

2013

124

994

(22)

0

0

1,096

2012

952

15

(843)

0

0

124

Notes to the CoNsolidated FiNaNCial statemeNts 
57

(4) oThER RECEivABlEs ANd oThER AssETs

other noncurrent assets in the amount of euR 20 thousand (2012: euR 26 thousand) comprise rental security 
deposits. 

other current receivables and current assets include the following items:

in euR thousand

prepayments
other tax receivables
Receivables from employees and former employees
gross amount due from customers for contract work
other

dec. 31, 2013
614
37
13
0
52
716

dec. 31, 2012
515
117
0
30
64
726

(5) CAsh ANd CAsh Equiv AlENTs

Cash and cash equivalents include current cash and cash equivalents.

Cash and cash equivalents include balances at various credit institutions that are available at any time, as 
well as cash on hand and checks. 

(6) EquiTy

the development of inteRshop Communications Ag’s equity is shown in the statement of equity.

subscribed capital

As of december 31, 2013, the subscribed capital was unchanged compared to the previous year’s balance 
sheet date at euR 30,183,484, and is divided into 30,183,484 no-par value bearer shares, all of which have 
been fully paid. there are no restrictions of voting rights. 

As  of  the  balance  sheet  date,  ebay  inc.  held  26.14%  of  the  shares  in  inteRshop  Communications  Ag 
through gsi Commerce inc. and gsi Commerce solutions inc., which are under its control, as well as 5.07% 
held by Axxion s.A. the disclosures on ebay inc.’s shareholding are based on the published notification of 
the Company pursuant to section 26 (1) wphg („wertpapierhandelsgesetz”: german securities trading 
Act) according to section 21 (1) wphg regarding changes to voting rights in fiscal year 2011. the disclo-
sure regarding the shareholding of Axxion  s.A.  is  based on  the published notification of  the Company 
pursuant to section 26 (1) wphg according to section 21 (1) wphg regarding the exceeding of the 5% 
threshold on december 31, 2013, according to which Axxion s.A.’s share of the voting rights was 5.07% 
(1,530,622 voting rights) on the balance sheet date. As of the balance sheet date, the free float of inteR-
shop Communications Ag comes to 68.79%.

authorized capital

As of december 31, 2013, the Company had a total of euR 7,500,000 in authorized capital (december 31, 
2012: euR 7,656,137). under the Articles of Association of inteRshop Communications Ag, the manage-
ment board is entitled, with the approval of the supervisory board, to increase the capital stock by issuing 
new ordinary shares as follows:

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements58

 •

 by up to a total of euR 7,500,000 against cash contributions (Authorized Capital i). the management 
board’s  authorization  is  valid  until  July  21,  2016.  the  management  board  is  authorized,  subject  to 
approval by the supervisory board, to suspend the stockholders’ subscription rights in certain cases. 
 • the Annual stockholders’ meeting of June 12, 2013 passed a resolution to cancel Authorized Capital ii 
in the amount of euR 156,137. the amendment of the Articles of Association was entered in the com-
mercial register on August 14, 2013. 

Conditional capital

As of the balance sheet date, the Company did not have any conditional capital. 

stock option plans

no stock option rights existed on the balance sheet date. All stock option rights granted by intershop had 
already expired by the preceding year’s balance sheet date.

(6.1) CAPiTAl REsER vE

the capital reserve includes stock option expense, amounts in excess of the par value generated from the 
issuance of shares. please see statement of Change in equity for details.

(6.2) oThER REsERvEs

other reserves include a conversion reserve, reserves from cumulative gains/losses, and cumulative cur-
rency translation differences. the conversion reserve includes the expense from stock options that related 
to the first-time adoption of ifRss. the reserve from cumulative currency translation differences shows the 
differences that result from the translation of the financial statements of subsidiaries into euros.

(7) TRAdE PAyABlEs

trade accounts payable comprise unsettled liabilities relating to the delivery of goods and services and 
amounted to euR 3,057 thousand (2012: euR 4,771 thousand).

(8) iNCoME TAx liABiliTiEs

income tax liabilities amounted to euR 72 thousand (2012: euR 412 thousand) and relate to foreign income 
taxes for 2013. please see section (21) taxes on income for information on deferred taxes.

(9) oThER liABiliTiEs

other liabilities consist only of current liabilities and comprise:

in euR thousand

liabilities to employees

other vAt and wage tax liabilities

liabilities from outstanding vacation entitlement

liabilities to the occupational health and safety Agency

other liabilities relating to social security benefits

liabilities from advance payments received for fixed-price projects

miscellaneous other liabilities

dec. 31, 2013

dec. 31, 2012

890

829

594

158

79

0

390

1,097

757

579

130

52

32

147

2,940

2,794

Notes to the CoNsolidated FiNaNCial statemeNts59

liabilities to employees mainly include liabilities from commissions and performance-related compensation. 

(10) dEFERREd REvENuE

deferred revenue relates to prepayments by customers, primarily in the form of revenue from mainte-
nance agreements. deferred revenue is reversed and revenue is recognized in the period in which the 
service was provided by intershop. in the case of current deferred revenue, reversal and recognition take 
place within a year. 

(11) oThER PRovisioNs

other  noncurrent  provisions  amounted  to  euR  58  thousand  (2012:  euR  0  thousand). they  include  the 
provisions for losses from sub-leasing relating to the leased office space for the year 2015. these provisions 
were recognized at their discounted amount as of december 31, 2013, as they will not lead to an outflow 
of resources in 2014.
other current provisions amounted to euR 347 thousand (2012: euR 352 thousand).
the following table shows the development of other provisions:

other noncurrent provisions:

in euR thousand

Balance at January 1, 2013

Additions

utilization

Reversal

Currency adjustments

Balance at december 31, 2013

other current provisions:

in euR thousand

Balance at January 1, 2013

Additions

utilization

Reversal

Currency adjustments

Balance at december 31, 2013

0

58

0

0

0

58

Total

352

345

(337)

(12)

(1)

347

litigation risks

other

0

50

0

0

0

50

352

295

(337)

(12)

(1)

297

miscellaneous  other  provisions  relate  to  provisions  for  the  stockholders’  meeting,  guarantee  provisions 
and provisions for losses from sub-leasing relating to the leased office space for the year 2014.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements60

notes to the inDiviDuaL  items of the statement of Comprehensive inC ome

(12) REvENuEs

when referring to revenues, a distinction is made between gross revenues and net revenues. gross rev-
enues contain media costs that are passed on to the customer. net revenues are gross revenues less media 
costs. these costs arise for online marketing revenues only. As a result, only online marketing revenues 
exhibit differences between gross revenues and net revenues.

license revenues amounted to euR 6,318 thousand (2012: euR 5,278 thousand). net revenues from ser-
vices, maintenance, and other are composed of the following items:

in euR thousand

Consulting/training

maintenance

online marketing

other revenues

2013

25,775

8,306

4,417

8,739

2012

28,253

8,822

4,338

5,075

47,237

46,488

other revenue includes the revenue from the full-service and thebakery businesses. gross revenues of 
online marketing amounted to euR 8,200 thousand (2012: euR 9,297 thousand). 

(13) MEdiA CosTs 

intershop plans and implements internet advertising campaigns for its customers. it purchases advertis-
ing spots for its own account from various providers such as google or yahoo, in order to carry out these 
advertising campaigns. the costs for purchasing these advertising spots are usually passed on to the cus-
tomers together with a fixed surcharge. Additionally, intershop offers its customers a software solution that 
allows the listing of products in various online sales channels. Costs of the providers of the online sales 
channels are passed on to intershop’s customers.

(14) CosT oF REvENuEs

the production costs for licenses in the amount of euR 2,880 thousand (2012: euR 1,928 thousand) pri-
marily include the amortization of software development costs.  the cost of revenues relating to services, 
maintenance, and other are composed of the following items:

in euR thousand

Consulting/training

maintenance

online marketing

other cost of revenues

2013

19,549

1,470

2,842

7,966

2012

21,854

2,140

2,813

5,666

31,827

32,473

other cost of revenues includes the costs from the full-service and thebakery businesses.

Notes to the CoNsolidated FiNaNCial statemeNts61

(15) REsEARCh ANd dE vEloPMENT ExPENsEs

Research and development expenses comprise all expenses attributable to R&d activities, largely person-
nel expenses. the decrease in R&d expenses from euR 4,542 thousand to euR 3,463 thousand resulted 
primarily in a decline in costs for third-party services.  please see section “Research and development” in 
the group management Report.

(16) sAlEs ANd MARKETiNg ExPENsEs

the costs for sales and marketing are mainly due to personnel costs for sales and marketing employees, 
sales commissions, expenditures for sales partners, and costs associated with advertising and exhibitions 
for  various  trade  shows.  sales  and  marketing  expenses  rose  by  43%  from  euR  8,383  thousand  to  euR 
11,946 thousand. the increase in costs were primarily due to higher personnel costs due to expansion of 
the workforce as well as intensified marketing activities. the share of sales and marketing expenses to total 
revenue was 22% (2012: 16%). 

(17) gENERAl ANd AdMiNisTRATivE  ExPENsEs

general and administrative expenses mainly comprise personnel and non-personnel expenses as well as 
depreciation and amortization that relates to administration. they include the cost of investor relations 
activities and expenses relating to the stockholders’ meeting, as well as all legal expenses. general and 
administrative expenses declined slightly from euR 5,898 thousand to euR 5,814 thousand. 

(18) oThER oPERATiNg iNCoME

other operating income is composed of the following items:

in euR thousand

income from currency translation gains

income from government grants

miscellaneous

2013

79

252

168

499

2012

352

515

282

1,149

income  from  currency  gains  of  euR  79  thousand  is  attributable  to  financial  instruments.  income  from 
government grants was paid out in 2013. these government grants are related to research and develop-
ment projects, which are supported by the federal ministry of education and Research, as well as by the 
thüringer Aufbaubank. 

(19) oThER oPERATiNg ExPENsEs

other operating expenses relate to the following items:

in euR thousand

Currency translation losses

miscellaneous

2013

368

984

1,352

2012

231

54

285

expenses from currency translation losses of euR 364 thousand were attributable to financial instruments. 
the „miscellaneous” item consists mainly of value adjustments.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements62

(20) iNTEREsT iNCoME

interest income in the amount of euR 25 thousand (2012: euR 86 thousand) primarily includes interest on 
bank balances. 

(21) iNCoME TAxEs

the Company recognizes and measures income taxes using the balance sheet liability method in accord-
ance with iAs 12. deferred taxes are calculated at the respective national income tax rates. A corporate 
income tax rate of 15% (previous year: 15%) plus the solidarity surcharge of 5.5% (previous year: 5.5%), as 
well as an effective trade tax rate of 14.70% (previous year: 14.70%), were used to calculate the deferred 
taxes of the german companies as of december 31, 2013. 
the group’s income taxes are broken down as follows:

in teuR

Current taxes

Abroad

germany

deferred taxes

Abroad

germany

2013

120

0

0

0

120

2012

40

29

0

0

69

the group tax rate of 30.525% applicable in fiscal year 2013 (previous year: 30.525%) was multiplied by 
ifRs earnings before taxes to calculate the expected tax expense. tax rates in a bandwidth from 16% to 
40% were taken into account for the foreign subsidiaries.  

the tax rate reconciliation contains the following details:

in euR thousand

ifRs pretax income

Corporate tax rate

expected tax income

effects of changes in tax rates and different rates  
of foreign taxation

non-recognition of deferred taxes

utilization of tax losses carried forward

permanent effects, tax refunds

effects of changes in basis of consolidation and others

income taxes

2013

(3,207)

30.53%

(979)

17

1,077

0

(7)

12

120

2012

(510)

30.53%

(156)

(1)

311

(66)

1

(20)

69

Notes to the CoNsolidated FiNaNCial statemeNts 
 
63

the components of the deferred tax assets were as follows: 

in euR thousand

taxes on eligible loss carryforwards

provisions/liabilities

offset

deferred tax assets after offset

intangible assets

other

offset

deferred tax liabilities after offset 

Net deferred tax assets

2013

2,499

145

2,644

(1,749)

895

1,749

0

1,749

(1,749)

0

895

2012

2,821

66

2,887

(1,992)

895

1,889

103

1,992

(1,992)

0

895

deferred tax assets are recognized for temporary differences and for tax loss carryforwards in the amount 
of the expected reduction in tax expense in subsequent fiscal years to the extent that it is probable that 
they will be used. As of december 31, 2013 and in accordance with iAs 12.24, deferred tax assets were 
only recognized in the amount of taxable profit probably available in the future. deferred tax assets are 
predominantly noncurrent. deferred tax liabilities for withholding taxes on capital for subsidiaries were 
not recognized.

for the year ended december 31, 2013, the Company had net loss carryforwards for tax reporting  purposes 
in various tax jurisdictions as follows:

in euR thousand

u.s. federal

u.s. state

german corporate income tax

german municipal trade tax

2013

89,260

76,596

177,059

172,500

2012

91,723

78,297

172,690 

167,755

u.s. federal and state net operating loss carryforwards expire in various fiscal periods through 2033. the 
reduction  results  from  the  application  as  well  as  from  the  currency  conversion. the  loss  carryforwards 
for  german  income  taxes  relate  to  corporate  income  tax  and  trade  tax  and  carry  forward  indefinitely. 
the  change  in  the  german  loss  carryforwards  is  the  result  of  recurrent  losses  in  2013. with  regard  to 
the remaining loss carryforwards, no deferred tax assets are entered for corporation tax purposes in the 
amount of euR 174,124 thousand (previous year: euR 171,297 thousand) nor for business tax purposes in 
the amount of euR 169,568 thousand (previous year:  euR 166,968 thousand). deferred taxes on foreign 
loss carryforwards were not recognized.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements 
 
64

(22) EARNiNgs PER  shARE

the calculation of basic and diluted earnings per share is based on the following data:

in euR thousand

Basis for calculating basic earnings per share  
(earnings after tax attributable to intershop shareholders)

Basis for calculating diluted earnings per share

2013

(3.327)

(3.327)

2012

(579)

(579)

the number of shares is calculated as follows:

weighted average number of ordinary shares  
used to calculate basic earnings per share

weighted average number of ordinary shares  
used to calculate diluted earnings per share

Calculation of earnings per share (basic)

basis for calculating basic earnings per share (in euR thousand)

weighted average number of shares (basic)

Earnings per share (basic) (in EuR)

Calculation of earnings per share (diluted)

basis for calculating diluted earnings per share (in euR thousand)

weighted average number of shares (diluted)

earnings per share (diluted) (in euR)

Adjustment of earnings per share (diluted) (in EuR)

2013

30,183

2012

30,183

30,183

30,183

2013

2012

(3,327)

30,183

(0.11)

(3,327)

30,183

(0.11)

(0.11)

(579)

30,183

(0.02)

(579)

30,183

(0.02)

(0.02)

in accordance with iAs 33.47, the stock options issued are included in the calculation of diluted earnings 
only if the average market price of intershop ordinary shares during the fiscal year exceeds the exercise 
price of the stock options. if the diluted earnings reduce the loss per share or increase earnings per share, 
an adjustment is made to the amount of basic earnings per share (antidilutive effect) in accordance with 
iAs 33.43. in accordance with iAs 33.64, the calculation of the number of shares was adjusted retrospec-
tively for the prior year.

Notes to the CoNsolidated FiNaNCial statemeNts 
 
65

notes to the Cash fL oW  statement

Cash comprises exclusively the cash and cash equivalents reported in the balance sheet. Restricted cash 
was not included. in the cash flow statement, cash flows are classified into net cash provided by/used in 
operating, investing, and financing activities.
Cash flows from operating activities are calculated on the basis of earnings before tax, adjusted for non-
cash income and expenses, and of the changes in operating assets and liabilities compared with last year’s 
balance sheet. 
Cash outflow from  operating  activities amounted to  euR 4,131 thousand in  2013,  compared  to a  cash 
inflow of euR 1,996 thousand in 2012. this development is mainly the result of the net loss for the year 
as well as increased trade receivables. non-cash impairment losses increased from euR 2,348  thousand 
to  euR  3,716   thousand.  Cash  outflows  for  investing  activities  declined  to  euR  2,795   thousand 
(2012:  euR  4,505   thousand),  particularly  on  account  of  lower  payments  for  investments  in  intangible 
assets. the payments for investments in intangible assets came to euR 2,506 thousand (2012: euR 3,604 
thousand). the total net outflow for the 2013 fiscal year was euR 6,925 thousand compared to a cash out-
flow of euR 2,570 thousand in the preceding year. As of december 31, 2013, intershop had a total of cash 
and cash equivalents of euR 7,389 thousand (december 31, 2012: euR 14,314 thousand).
the changes in the balance sheet items used to determine the cash flow statement are not immediately 
evident from the balance sheet because effects from currency translation and from changes in the basis 
of consolidation do not impact cash and are eliminated.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements66

other DisCL osures

segment reporting

segment reporting as of december 31, 2013

in euR thousand

Net revenues from external customers

licenses

Consulting and training

maintenance

online marketing

other

Europe

u.s.A

Asia/
Pacific

Consoli-
dation

group

4,347

467

10,541

12,491

6,206

4,417

7,580

935

0

857

1,504

2,743

1,165

0

302

Total net revenues from external customers

33,091

14,750

5,714

intersegment revenues

Total net revenues

Cost of revenues

gross profit

490

457

132

(1,079)

0

33,581

15,207

5,846

(1,079)

53,555

21,449

9,544

3,714

11,642

5,206

2,000

operating expenses, operating income

13,643

6,071

Result from operating activities

(2,001)

(865)

2,362

(362)

financial result

earnings before tax

income taxes

earnings After tax

Assets

depreciation and amortization

Noncash expenses

20,830

2,296

592

9,269

1,022

263

3,606

398

103

0

0

0

0

0

0

6,318

25,775

8,306

4,417

8,739

53,555

0

0

0

0

0

0

0

34,707

18,848

22,076

(3,228)

21

(3,207)

(120)

(3,327)

33,705

3,716

958

Notes to the CoNsolidated FiNaNCial statemeNts 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
67

Europe

u.s.A

Asia/
Pacific

Consoli-
dation

group

segment reporting as of december 31, 2012

in euR thousand

Net revenues from external customers

licenses

Consulting and training

maintenance

online marketing

other

4,570

543

12,344

12,934

5,561

4,338

4,201

907

0

874

165

2,975

2,354

0

0

Total net revenues from external customers

31,014

15,258

5,494

intersegment revenues

Total net revenues

Cost of revenues

gross profit

766

734

710

(2,210)

0

31,780

15,992

6,204

(2,210)

51,766

20,606

10,148

3,647

10,408

5,110

1,847

operating expenses, operating income

10,757

5,298

1,904

Result from operating activities

(349)

(188)

(57)

financial result

earnings before tax

income taxes

earnings After tax

Assets

23,143

11,398

4,096

depreciation and amortization

1,406

693

249

0

0

0

0

0

0

5,278

28,253

8,822

4,338

5,075

51,766

0

0

0

0

0

0

34,401

17,365

17,959

(594)

84

(510)

(69)

(579)

38,637

2,348

the segment reporting is prepared in accordance with ifRs 8, operating segments. segmentation reflects 
the internal management and reporting by the Company’s management. the operating segments were 
determined mainly by the different geographical regions in which business activities take place. in this 
context,  intershop  distinguishes  between  the  europe,  u.s.A.,  and  Asia-pacific  segments. the  reportable 
business segments generate revenue with the sale of software licenses (licenses) and different services 
relating to these services. in turn, they are broken down into consulting and training, maintenance, online 
marketing and other, with the latter comprised of the full-service and thebakery business. 

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
68

the operating segments are broken down as follows:
the segment “europe” includes the sales activities of inteRshop Communications Ag, soquero gmbh as 
well as the bakery gmbh in europe. the segment “u.s.A.” includes the sales activities of intershop Com-
munications  inc.  in  north  America  as  well  as  the  sales  activities  of  inteRshop  Communications  Ag  in 
this region. the segment “Asia/pacific” includes the sales activities of the group in that region, including 
the sales activities of inteRshop Communications Australia pty ltd and intershop Communications Asia 
 limited. the segment “Consolidation” includes all transactions in the individual segments.

notes to the content of the individual line items:
 • net revenues from external customers represent revenues from the segments with third parties outside 

 •

the group. 
intersegment revenues include revenues from intersegment relationships. these revenues are recog-
nized in the same way as those from external third parties.

 • the cost of revenues comprises the costs attributed to each operating segment for generating its rev-

enues. 

 • gross profit, which is calculated as the difference between segment revenues and the cost of revenues, 

is the first assessment level for management decisions. 

 • operating expenses and income comprise research and development expenses, sales and marketing 
costs, general and administrative expenses, and other operating expenses and income that are attribut-
able to the relevant segments. other operating expenses and income also include the effects of one-
time expenses and income such as valuation allowances, and currency losses and gains.

 • the result from operating activities (ebit), which is the gross profit or loss less operating expenses and 

 •

income, forms the basis for assessing the performance of the segments.
interest income and income taxes are not allocated to the segments as the relevant transactions are 
managed by the group.

 • segment assets comprise the intershop group’s noncurrent and current assets that are allocated to the 
respective segment on the basis of the percentage revenue breakdown. no other measurement of seg-
ment assets is used.

 • depreciation and amortization relates to the depreciation and amortization of the segment assets allo-

cated to the individual regions. 

 • non-cash expenses in 2013 include expenses relating to valuation allowances. there were no significant 
non-cash expenses in 2012. no significant non-cash income arose in the two fiscal years and this was 
therefore not reported separately.

All amounts reported in the “group” column in the segment reporting reflect the group figures from the 
statement of comprehensive income or the balance sheet. Adding together the amounts for the operat-
ing segments produces the group figures.

the Company is domiciled in germany. Revenues from external customers that were generated in ger-
many amounted to euR 22,953 thousand (2012: euR 25,045 thousand). Revenues of euR 30,602 thousand 
(2012: euR 26,721 thousand) were recorded from external customers in other countries. euR 14,750 thou-
sand (2012: euR 15,258 thousand) of these revenues was attributable to customers in the u.s. total non-
current assets excluding deferred taxes amounted to euR 12,217 thousand (2012: euR 12,926 thousand) 
in germany and euR 83 thousand (2012: euR 98 thousand) in other countries. the Company does not 
have any assets relating to financial instruments associated with pensions or rights arising from insurance 
contracts. Revenue of euR 8,090 thousand was generated with a single customer in fiscal year 2013 (2012: 
euR 7,467  thousand). the revenue was attributable to the „u.s.” segment.

Notes to the CoNsolidated FiNaNCial statemeNts69

operating leases

office space and furniture and fixtures are leased within the scope of „operating leases.” the minimum 
long-term lease payments relate mainly to rental obligations for the Company’s headquarters in Jena. 
the cumulated minimum lease payments to be paid from non-cancellable operating lease arrangements 
are as follows:

in euR thousand

due within 1 year

due in 1 to 5 years

due after more than 5 years

Total

dec.31, 2013

dec. 31, 2012

3,068

5,096

0

8,164

3,198

5,866

59

9,123

the sum of future minimum payments arising from subleases amounted to euR 334 thousand (2012: 318 
teuR) as of the balance sheet date. Rental expense of euR 2,662 thousand (2012: euR 2,512 thousand) 
was recognized in the income statement. Rental income amounted to euR 806 thousand (2012: euR 653 
thousand), which was offset in full against rental expenses in both years. 

Litigation / contingent liabilities

the Company is a defendant in various legal proceedings arising from the normal course of business. A 
negative ruling in any such legal dispute, or in several or all such disputes, could have an adverse effect on 
the Company’s results of operations. the Company recognizes all legal costs associated with loss contin-
gency as an expense as they are incurred. 

the Company is asserting claims for payment from a contractual agreement from the year 2013. A value 
adjustment in the high six-digit euro range was applied in this context.

in addition to the litigation described in detail, the Company is a defendant in various other actions aris-
ing from the normal course of business. Although the outcome of these actions cannot be forecast with 
certainty, the Company believes that the outcome of the actions will not have any material effects on its 
net assets and results of operations.

financial instrument disclosures 

intershop is exposed to certain risks with regard to its assets, liabilities, and transactions, in particular liquid-
ity and default risk. the Company’s risk management system is explained in detail in the management 
report. 
the Company manages its capital structure with the aim of achieving its corporate goals through finan-
cial flexibility. the group’s overall strategy is unchanged compared to the prior year. the capital structure 
changed as follows and was within budget figures:

in euR thousand

equity

trade accounts payable

other liabilities

equity ratio

dec. 31, 2013

dec. 31, 2012

as a % of previous year

24,182

27,612

3,057

6,466

72%

4,771

6,254

71%

-12%

-36%

3%

the equity ratio is the ratio of equity to total assets.

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements70

CATEgoRiEs oF  FiNANCiAl iNsTR uMENT

the following table shows the classification of financial instruments required by ifRs 7 as well as the fair 
values of the financial instruments that are recognized in the balance sheet at amortized cost and their 
carrying amounts:

in euR thousand

dec. 31, 2013

dec. 31, 2012

Measurement

Categories

Carrying amount

Carrying amount

Measured at amortized cost

AssETs

other noncurrent assets

loans and receivables

trade receivables

Restricted cash

loans and receivables

loans and receivables

Cash and cash equivalents

loans and receivables

other receivables and other assets

of which gross amount due from customers  
for contract work

liABiliTiEs

trade payables

financial liabilities 
measured at amortized 
cost

other current liabilities

of which financial liabilities measured  
at amortized cost

20

12,555

0

7,389

716

0

3,057

2,940

93

26

9,613

65

14,314

726

30

4,771

2,794

65

Carrying amount aggregated by measurement category

loans and receivables

financial liabilities measured at amortized cost

2013

19,964

3,150

2012

24,018

4,836

Net gain/loss per measurement category

on interest

on valuation allowances

loans and receivables

financial liabilities measured at amortized cost

2013

2012

22

0

84

0

2013

994

0

2012

15

0

financial instruments to be recognized at fair value were classified using the contractual maturities of most 
of the existing financial instruments are within one year of the balance sheet date. the carrying amounts 
do not therefore differ from the fair values.

Notes to the CoNsolidated FiNaNCial statemeNts71

NoN-PAyMENT RisKs

the Company is exposed to a potential default risk mainly from its trade receivables. the Company per-
forms ongoing creditworthiness checks on its customers. the default risk with regard to trade receivables 
is also mitigated by the fact that the Company has a broad customer base. in addition, the Company does 
not demand collateral for its receivables. in the case of larger contracts, this risk is reduced by agreements 
on advance payments or partial payments based on the stage of completion of the contract. Appropriate 
allowances are also recognized. the value adjustments are particularly due to late payments or problems 
with the customer’s creditworthiness as well as legal disputes with the customer. the value adjustment is 
measured based on the assessment and evaluation of the chances of success. particularly in the case of 
legal disputes with customers, there is an increased residual risk of further value adjustments in the fol-
lowing fiscal years, since the management’s assessment of the outcome of the proceedings may deviate 
from the judicial decision. 
the Company’s cash and cash equivalents are largely invested with german and u.s. American banks in 
secure investments. there is no significant default risk here. the Company regularly monitors current and 
future returns. the maximum default risk relating to financial assets is their carrying amounts in the bal-
ance sheet.

liquidiTy RisK

intershop  does  not  have  any  loans  or  other  liabilities  to  banks.  intershop  ensures  it  has  access  to 
liquidity  through  its  bank  balances.  As  of  the  balance  sheet  date,  the  bank  balances  amounted  to 
euR 7,389   thousand. the following table shows the future undiscounted cash flows of financial liabilities 
that will affect the Company’s future liquidity situation:

in euR thousand

trade accounts payable

other current liabilities

 Carrying 
amount at 
dec. 31, 2012 

4,771

2,794

 Cash flow 
in 2013 

4,771

2,215

 Carrying 
amount at  
dec. 31, 2013

 Cashflow 
in 2014 

Cash flow 
after 2014

3,057

2,940

3,057

2,346

0

0

iNTEREsT RATE RisK

An interest rate risk could arise from a change in market interest rates for medium- or long-term liabilities.  
As intershop does not have any loans, there is no interest rate risk.

CuRRENCy RisK

Certain transactions in the intershop group are denominated in foreign currencies. this leads to risks from 
exchange  rate  fluctuations.  in  general,  intershop  hedges  invoices  in  foreign  currencies  with  currency 
options. As of the balance sheet date, there were no currency options. intershop is primarily exposed to 
exchange rate risk relating to the u.s. dollar and the Australian dollar. the carrying amount of the group’s 
monetary assets and liabilities denominated in these currencies was as follows at the balance sheet date:

in euR thousand

in usd

in Aud

Assets

liabilities

2013

504

0

2012

1,249

666

2013

2012

45

0

31

98

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements  
72

the following table shows the sensitivity of a 10% rise or fall in the euro against the two currencies from 
the group’s perspective. the sensitivity analysis merely comprises outstanding monetary items denomi-
nated in foreign currency and adjusts their translation at the end of the period to reflect a 10% change in 
the exchange rates.

in teuR

Change due to 10% appreciation  
of the euro

Change due to 10% depreciation  
of the euro

Earnings After Tax
usd

Earnings After Tax
Aud

2013

(42)

51

2012

(111)

135

2013

0

0

2012

(52)

63

events subsequent to the balance sheet date

since January 2014, the Company has been taking legal action to assert claims for payment from a con-
tractual agreement from the year 2013.

related party disclosures

in addition to the business relations with consolidated subsidiaries, there is one relationship with a com-
pany that has a stake in intershop. As the largest shareholder of the Company, gsi Commerce solutions 
inc. owned 26.14% of the shares in intershop as of the balance sheet date. gsi Commerce inc. has an indi-
rect shareholding of 26.14% in intershop via gsi Commerce solutions inc. ebay inc. indirectly holds 26.14% 
of the voting rights in intershop through gsi Commerce inc. and gsi Commerce solutions inc., which are 
under its control. we refer to the section on „disclosures according to section 289 (4) and section 315 (4) of 
the hgb with an explanatory report” in the management report. 
income  generated  with  the  participating  company  came  to  euR  3,042  thousand  (2012: 
the 
euR  3,850   thousand).  income  includes  revenue  from  consulting,  maintenance  and  licenses  revenue. 
the  outstanding  balance  for  receivables  came  to  euR  174  thousand  as  of  december  31,  2013  (2012: 
euR 244 thousand). Receivables include trade receivables, which were not yet due. in 2013 and 2012, no 
deliverables or services were obtained from the participating company. there were no liabilities as of the 
balance sheet dates. 

with respect to the remuneration for supervisory board and management board members, please refer to 
the remuneration report in the management report.

Disclosure requirements under german law

MEMBERs oF ThE ExECuTivE  BodiEs

the management board comprised in 2013 the following members:

Name

Jochen moll

ludwig lutter

Function

Term of office

spokesman of the management board

since 04/01/2012

member of the management board

since 04/01/2011

dr. Jochen wiechen

member of the management board

since 08/01/2013

Notes to the CoNsolidated FiNaNCial statemeNts73

the supervisory board comprised the following members in 2013:

Name

Function

dr. herbert may

Chairman of the supervisory board

Term of office

since 10/19/2010  
(Chairman since 11/17/2010)

prof. dr. nikolaus mohr

vice Chairman of the supervisory board 

since 06/12/2013 

dr. Kai hudetz

member of the supervisory board

since 06/12/2013

tobias hartmann

vice Chairman of the supervisory board 

07/01/2011 – 05/31/2013  
(vice Chairman 05/30/2012 – 
05/31/2013)

bob van dijk

member of the supervisory board

02/01/2012 – 05/31/2013

total  remuneration  paid  to  the  management  board  for  its  activities  in  fiscal  year  2013  amounted  to 
euR  823  thousand  (2012:  euR  752  thousand),  of  which  euR  591  thousand  (2012:  euR  620   thousand) 
accounted  for  fixed  remuneration  and  euR  232  thousand  (2012:  euR  132  thousand)  for  the  variable 
components.  in  fiscal  year  2013,  the  total  remuneration  for  the  supervisory  board  members  came  to 
euR  111  thousand  (2012:  euR  113  thousand),  of  which  euR  111  thousand  (2012:  euR  113  thousand) 
accounted  for  fixed  remuneration  and  euR  0  thousand  (2012:  euR  0  thousand)  for  the  performance-
related portion. due to the relinquishment of supervisory board members, the actual total remuneration 
to be paid for the supervisory board comes to euR 93 thousand (2012: euR 65 thousand). the payments 
of the management board and supervisory board consist exclusively of benefits due in the short term. the 
particulars regarding the remuneration of the management boards and supervisory boards are outlined 
in the remuneration reports as part of the combined group management report and management report 
of inteRshop Communications Ag. 

diRECToRs’ holdiNgs ANd sECuRiTiEs  TRANsACTioNs suBJECT  To REPoRTiNg 
REquiREMENTs

As  of  december  31,  2013,  the  following  members  of  the  company’s  executive  bodies  held  intershop 
 ordinary bearer shares:

Name

dr. herbert may

Jochen moll

ludwig lutter

Function

Chairman of the supervisory board

spokesman of the management board

member of the board of management

dr. Jochen wiechen

member of the board of management

shares

18,000

32,500

10,874

10,000

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsnotes to the ConsolidAted finAnCiAl stAtements74

during fiscal year 2013, the members of the company’s executive bodies made the following purchases of 
intershop ordinary bearer shares:

Name

date

Type of transaction

Amount

Total value (EuR)

supervisory Board:

dr. herbert may

dr. herbert may

Management Board:

Jochen moll

Jochen moll

Jochen moll

Jochen moll

ludwig lutter

ludwig lutter

ludwig lutter

ludwig lutter

ludwig lutter

EMPloyEEs

02/25/2013

08/13/2013

03/01/2013

05/10/2013

08/14/2013

08/20/2013

05/17/2013

05/22/2013

05/23/2013

05/24/2013

05/28/2013

purchase

purchase

purchase

purchase

purchase

purchase

purchase

purchase

purchase

purchase

purchase

10,000

8,000

10,000

10,000

7,500

5,000

6,000

2,258

516

1,100

1,000

18,200

9,334

19,270

14,780

8,850

5,445

9,322

3,771

846

1,848

1,670

during the fiscal year 2013, intershop group had an average of 538 full-time employees, of whom 536 
were salaried employees and 2 members of the executive bodies (2012: 505 full-time employees, of whom 
502 were salaried employees and 3 members of the executive bodies).

PERsoNNEl ExPENsEs ANd C osT oF MATERiAls

employee-related  expenses  amounted  to  euR  33,395  thousand  (2012:  euR  30,574  thousand).  pension 
insurance contributions paid by the Company for statutory pension insurance schemes totaled euR 1,916 
thousand (2012: euR 1,844 thousand). the cost of materials came to euR 7,956 thousand (2012: euR 10,711 
thousand), of which euR 7,727 thousand (2012: euR 10,095 thousand) related to purchased services.

AudiToRs’ FEEs

in fiscal year 2013, the Company incurred expenses of euR 116 thousand (2012: euR 105 thousand) for 
audit services in accordance with sections 285 no. 17 and 314(1) no. 9 of the hgb, of euR 6 thousand (2012: 
euR 6 thousand) for other assurance services, and of euR 12 thousand (2012: euR 20 thousand) for other 
services. expenses for tax consulting services amounted to euR 16 thousand (2012: euR 71 thousand).

dEClARATioN oF CoNFoRMiT y

the Company has issued a declaration of conformity as required by section 161 of the Aktiengesetz by the 
annual deadline on december 5, 2013, and made this declaration permanently available to its stockholders. 

Notes to the CoNsolidated FiNaNCial statemeNtsresponsiBiLity statement

75

to the best of our knowledge, and in accordance with the applicable reporting principles, the consoli-
dated financial statements give a true and fair view of the assets, liabilities, financial position and profit 
or loss of the group, and the group management report includes a fair review of the development and 
performance of the business and the position of the group, together with a description of the principal 
opportunities and risks associated with the expected development of the group for the remaining months 
of the financial year.

Jena, march 3, 2014

the management board of inteRshop Communications Ag

Jochen moll                                 ludwig lutter                                 dr. Jochen wiechen

mAnAgement RepoRtnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesConsolidAted finAnCiAl stAtementsNoTEs To ThE CoNsolidATEd FiNANCiAl sTATEMENTsauDitor’s report, group

77

AudiToR’s REPoRT

we have audited the consolidated financial statements prepared by inteRshop Communications Aktienge-
sellschaft,  Jena,  comprising  the  balance  sheet,  the  statement  of  comprehensive  income,  statement  of 
changes in equity, cash flow statement and the notes to the consolidated financial statements, together 
with  the  group  management  report  of  inteRshop  Communications  Aktiengesellschaft,  Jena,  which  is 
combined with the management report of the Company, for the business year from January 1 to decem-
ber 31, 2013. the preparation of the consolidated financial statements and the combined management 
report in accordance with the ifRss, as adopted by the eu, and the additional requirements of german 
commercial law pursuant to section 315a (1) hgb [„handelsgesetzbuch”: german Commercial Code] are 
the responsibility of the Company’s board of managing directors. our responsibility is to express an opin-
ion on the consolidated financial statements and the combined management report based on our audit. 

we conducted our audit of the consolidated financial statements in accordance with section 317 hgb and 
german generally accepted standards for the audit of financial statements promulgated by the  institut 
der wirtschaftsprüfer [institute of public Auditors in germany - idw]. those standards require that we plan 
and perform the audit such that misstatements materially affecting  the  presentation  of the net  assets, 
financial position and results of operations in the consolidated financial statements in accordance with 
the applicable financial reporting framework and in the combined management report are detected with 
reasonable assurance. Knowledge of the business activities and the economic and legal environment of 
the group and expectations as to possible misstatements are taken into account in the determination of 
audit procedures. the effectiveness of the accounting-related internal control system and the evidence 
supporting the disclosures in the consolidated financial statements and in the combined management 
report are examined primarily on a test basis within the framework of the audit. the audit includes assess-
ing the annual financial statements of those entities included in consolidation, the determination of the 
entities to be included in consolidation, the accounting and consolidation principles used and significant 
estimates made by the Company’s board of managing directors, as well as evaluating the overall presenta-
tion of the consolidated financial statements and the combined management report. we believe that our 
audit provides a reasonable basis for our opinion. 

our audit has not led to any reservations. 

in  our  opinion,  based  on  the  findings  of  our  audit,  the  consolidated  financial  statements  comply  with 
the ifRss, as adopted by the eu, and the additional requirements of german commercial law pursuant to 
 section 315a (1) hgb and give a true and fair view of the net assets, financial position and results of opera-
tions of the group in accordance with these requirements. the combined management report is consist-
ent with the consolidated financial  statements and as a whole  provides a suitable  view  of the  group’s 
position and suitably presents the opportunities and risks of future development.

erfurt, march 5, 2014

pricewaterhouseCoopers
Aktiengesellschaft
wirtschaftsprüfungsgesellschaft

(sgd. Rolf-peter stockmeyer) 
wirtschaftsprüfer 
(german public Auditor) 

(sgd. ppa. Carl erik daum)
wirtschaftsprüfer
(german public Auditor)

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04finanCial statements   

intersHop CommuniC ations ag

81 

82 

83 

balance sheet inteRshop Communications Ag

financial statements intershop Communications Ag 

notes to the financial statements intershop Communications Ag

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finanCiaL  statements   
intershop CommuniC ations ag

81

BaLanCe sheet intershop  CommuniC ations ag

in euR 
AssETs
Fixed Assets
intangible assets

purchased software licenses

property and equipment

other facilities, furniture, and equipment

financial Assets

investments in affiliated companies

Current Assets
inventories

work in process
payments on account

Receivables and other assets
Accounts receivable
Receivables from affiliated companies
Receivables from companies in which participations are held
other assets

Cash-in-hand, bank balances

Prepaid expenses
ToTAl AssETs

shAREholdERs’ EquiTy ANd liABiliTiEs
shareholders’ Equity
Common stock

Conditional capital: euR 0 (prior year: euR 0)

Capital surplus
Accumulated deficit

Accrued liabilities
provisions for taxes
other accrued liabilities

liabilities
Advance payments received
Accounts payable
liabilities to affiliated companies
other liabilities

thereof from taxes: euR 676,814 (prior year: euR 574,419) 
thereof from social security benefits: euR  35,893  
(prior year euR 34,272)

deferred Charges
ToTAl shAREholdERs’ EquiTy ANd liABiliTiEs

december 31, 2013

december 31, 2012

129,015

809,988

171,306

1,135,210

10,497,342
11,436,345

10,496,834
11,803,350

0
0
0

8,400,168
2,928,742
173,939
51,249
11,554,098
5,752,992
17,307,090
482,693
29,226,128

1,468,818
128,105
1,596,923

6,875,802
1,319,625
243,995
135,159
8,574,581
12,170,992
22,342,496
303,782
34,449,628

30,183,484

30,183,484

6,445,281
(14,069,669)
22,559,096

0
2,687,753
2,687,753

0
1,055,161
657,839
838,193

6,445,281
(11,462,119)
25,166,646

388,918
4,014,988
4,403,906

1,524,480
1,592,374
71,420
729,565

2,551,193
1,428,086
29,226,128

3,917,839
961,237
34,449,628

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82

finAnCiAl st Atements  
inteRshop CommuniCAtions Ag

statement of operations of intershop  CommuniC ations ag

in euR

Revenues

decrease or increase in inventories of work in progress

other operating income

Cost of materials

Cost of purchased merchandise

Cost of purchased services

personnel Costs

salaries

social security contribution 

depreciation and amortization

January 1 to december 31,

2013

41,959.075

(1,468,818)

1,761,628

(217,199)

(5,843,024)

2012

39,996,160

1,025,026

2,293,267

(562,214)

(9,281,355)

(20,942,665)

(19,946,268)

(3,425,104)

(3,124,316)

of intangible fixed assets and property and equipment

(738,794)

(684,896)

other operating expenses

profit from profit transfer agreements

other interest and similar income

thereof from affiliated companies euR 86,137 
(prior year: euR 114,547)

interest and similar expenses

Result from ordinary activities

taxes on income

Net loss for the year

Accumulated deficit carried forward

Accumulated deficit

(14,147,596)

(13,863,307)

349,130

107,302

428,211

202,901

(1,485)

(2,297)

(2,607,550)

(3,519,088)

0

(29,373)

(2,607,550)

(3,548,461)

(11,462,119)

(7,913,658)

(14,069,669)

(11,462,119)

notes to the  finanCiaL  statements   
intershop CommuniC ations ag

83

the annual financial statements of inteRshop Communications Aktiengesellschaft (intershop), Jena, for 
fiscal year 2013 are prepared in accordance with the provisions of the hgb (german Commercial Code) 
and  the  Aktg  (german  stock  Corporation  Act). the  fiscal  year  corresponds  with  the  calendar  year. the 
income statement is prepared using total expenditure format. 

ACCouNTiNg PoliCiEs

the accounting policies used remained unchanged from the prior year.

Acquired intangible fixed assets and property, plant and equipment are carried at cost, less scheduled, 
straight-line depreciation and any required non-scheduled write-downs. the scheduled depreciation is 
made over the average useful life of the fixed assets. 

for low-value assets with a value of euR 150 to euR 1,000, a collective item is created, which is depreciated 
over a period of five years. use was made of this tax provision due to its secondary importance under ger-
man commercial law.

intershop did not make use of the option to capitalize the development costs.

financial assets are carried at cost, less necessary valuation allowances.

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inventories (work in process) are measured at cost. in addition to direct materials and labor costs, they 
include an appropriate share of the necessary indirect materials and labor costs.

Cash is measured at its nominal value or at the mean spot rate at the balance sheet date.

Receivables and other assets are carried at their principal amounts, less any necessary valuation allow-
ances (specific and global valuation allowances).

prepaid expenses and deferred charges are measured using the portion of expenses or income before the 
balance sheet date that represent expenses or income for a particular period after the balance sheet date.

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Common stock are stated at par value.

Accrued liabilities cover all recognizable risks and are measured in the amount dictated by prudent busi-
ness practice. they are measured at the settlement value deemed necessary by prudent business practice. 
provisions with a maturity of more than one year were discounted using the average market interest rate 
of the past seven years determined by the deutsche bundesbank for the respective time periods. future 
price and cost increases are taken into consideration when accounting for provisions.

liabilities are stated at their settlement value. 

Current receivables and liabilities in a foreign currency were translated at the mean spot rate at the bal-
ance sheet date. 

differences between trade balance and tax balance as well as accumulated deficits carried forward result 
in deferred tax assets. the Company did not make use of the option to account for the deferred tax assets 
pursuant to section 274(1) sentence 2 of the hgb (german Commercial Code).

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84

NoTEs To ThE iTEMs iN ThE ANNuAl FiNANCiAl sTATEMENT s

Balance sheet

fixed assets changed as follows:

in euR thousand

Costs of purchase

Balance at January 1, 2013

Additions

disposals

Balance at december 31, 2013

depreciation, write-downs, 
and impairment losses

Balance at January 1, 2013

Additions

disposals

Balance at december 31, 2013

Net carrying amount  
at december 31, 2012

Net carrying amount  
at december 31, 2013

intangible Assets

Tangible Assets

Financial Assets

Total

purchased  
software licenses

other equipment, 
operating and office 
equipment

shares in affiliated 
companies

1,954

113

(264)

1,803

1,783

155

(264)

1,674

171

129

4,001

276

(397)

3,880

2,866

584

 (380)

3,070

1,135

810

46,069

52,024

 0

0

389

(661)

46,069

51,752

35,572

40,221

0 

0

35,572

10,497

739

(644)

40,316

11,803

10,497

11,436

out of the financial assets, euR 8,863 thousand are allocated to intershop Communications inc. and euR 
1,628 thousand to soquero gmbh. there were non-scheduled impairment losses at the lower fair value 
on the shares in intershop Communications inc. in the prior years. due to the positive operating results 
that followed as well as after the current corporate planning, there are currently no indications for further 
write-downs with intershop Communications inc. or soquero gmbh.

Receivables from affiliated companies in the amount of euR 829 thousand (prior year: euR 360 thousand) 
relate to group financing, euR 349 thousand to profit transfer from the subsidiary soquero gmbh (prior 
year: euR 428 thousand) and current goods and services.

Receivables from companies in which participations exist are trade receivables, as in the prior year. 

All receivables and other assets have a remaining maturity of up to one year, as in the prior year. Receiva-
bles of euR 622 thousand from the receivables from affiliated companies that relate to group financing 
have a remaining maturity of more than one year.

Accounts  receivable  were  euR  8,400  thousand  as  of  the  balance  sheet  date  (december  31,  2012: 
euR 6,876  thousand). impairment losses amounting to euR 1,003 thousand (2012: euR 31 thousand) have 
been recognized in the fiscal year. As of december 31, 2013, accounts receivable of euR 3,048 thousand 

Notes to the FiNaNcial statemeNts  iNtershop commuNicatioNs aG85

were past due but were not impaired (2012: euR 839 thousand). the following table shows the maturity 
structure of receivables that are past due but not impaired:

in euR thousand

up to 30 days past due

31 to 60 days past due

61 to 90 days past due

dec. 31, 2013

dec. 31, 2012

1,403

334

1,311

3,048

748

91

0

839

specific allowances are recognized after 90 days. in the subsequent year, value adjustments may be made 
for the receivables that are past due but were not yet impaired. 

the share capital in the amount of euR 30,183,484 consists of 30,183,484 no-par value bearer shares.

the capital reserve was unchanged compared to the previous year’s balance sheet date at euR 6,445 thousand.

the accumulated deficit contains a loss carryforward from previous years in the amount of euR 11,462 thousand.

other provisions primarily consist of outstanding invoices (euR 779 thousand; prior year: euR 1,859 thou-
sand) and commissions (euR 596 thousand; prior year: euR 816 thousand). the remaining provisions con-
sist expenses relating to the preparation of the financial statements and the Annual stockholders’ meet-
ing, vacation entitlements, pending losses from ongoing rental obligations and executory contracts, and 
license fees. 

As in the previous fiscal year, all liabilities are due within one year. 

the other liabilities mainly include liabilities from ongoing payroll accounting as well as sales tax to be paid.

Receivables from affiliated companies relate to deliveries of goods and services, as in the prior year. 

statement of operations

 the following table shows a breakdown of revenues by region:

in euR thousand

germany

Rest of europe

Rest of the world excluding europe 

2013

19,590

10,139

12,230

41,959

2012

18,609

5,971

15,416

39,996

Revenues  of  euR  4,507  thousand  (prior  year:  euR  4,735  thousand)  relate  to  license  revenues  and  euR 
37,452 thousand (prior year: euR 35,261 thousand) to revenues from services (Consulting, maintenance 
and other). 

Revenue from foreign currency translation is included in “other operating income” and amounted to euR 
75 thousand (prior year: euR 345 thousand). 

euR 160 thousand from other operating income affects the previous periods.

mAnAgement RepoRtConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdnotes to the ConsolidAted finAnCiAl stAtementsFiNANCiAl sTATEMENTsANd NoTEsnotes to the finAnCiAl stAtements  inteRshop CommuniCAtions Ag 
86

expenditures for goods purchased mainly include software license fees to third parties.

other operating expenses include impairment losses on receivables from affiliated companies of euR 964 
thousand (prior year: euR 1,323 thousand).

other operating expenses include expenses of euR 176 thousand (prior year: euR 213 thousand) from 
currency translation. 

profit from profit transfer agreements is attributable to the profit transfer agreement with soquero gmbh 
that has existed since fiscal year 2008. 

oThER disClosuREs 

authorized capital

As of december 31, 2013, the Company had a total of euR 7,500,000 in authorized capital ( december 31, 2012: 
euR 7,656,137). under the Articles of Association of inteRshop Communications Ag, the management 
board is entitled, with the approval of the supervisory board, to increase the capital stock by issuing new 
ordinary shares as follows:
 • by up to a total of euR 7,500,000 against cash contributions (Authorized Capital i). the management 
board’s  authorization  is  valid  until  July  21,  2016.  the  management  board  is  authorized,  subject  to 
approval by the supervisory board, to suspend the stockholders’ subscription rights in certain cases. 
 • the Annual stockholders’ meeting of June 12, 2013 passed a resolution to cancel Authorized Capital ii 
in the amount of euR 156,137. the amendment of the Articles of Association was entered in the com-
mercial register on August 14, 2013. 

Conditional capital

As of the balance sheet date, the Company did not have any conditional capital. 

no stock option rights existed on the balance sheet date.

As  of  the  balance  sheet  date,  ebay  inc.  held  26.14%  of  the  shares  in  inteRshop  Communications  Ag 
through gsi Commerce inc. and gsi Commerce solutions inc., which are under its control, as well as 5.07% 
held by Axxion s.A. the disclosures on ebay inc.’s shareholding are based on the published notification 
of the Company pursuant to section 26 (1) wphg („wertpapierhandelsgesetz”: german securities trad-
ing  Act)  according  to  section  21  (1) wphg  regarding  changes  to  voting  rights  in  fiscal  year  2011. the 
disclosure regarding the shareholding of Axxion s.A. is based on the published notification of the Com-
pany  pursuant  to  section  26  (1) wphg  according  to  section  21  (1) wphg  regarding  the  exceeding  of 
the 5% threshold on december 31, 2013, according to which Axxion s.A.’s share of the voting rights was 
5.07% (1,530,622 voting rights) on the balance sheet date. As of the balance sheet date, the free float of 
 inteRshop  Communications Ag comes to 68.79%.

Disclosures pursuant to section 285 no. 3 of the hgB, contingent liabilities and other financial liabilities

financial  obligations  resulting  from  the  lease  for  the  Company’s  business  premises  amounted  to 
euR 6.4 million as of december 31, 2013, which are due on a pro rata basis by the end of the lease term up 
to the end of december 2016. the Company also has other financial liabilities amounting to euR 1.0  million 
relating to other tenancy agreements and leases for vehicles and office equipment. the tenancy and leas-
ing arrangements include the advantages and risks that are typical of contracts.

Notes to the FiNaNcial statemeNts  iNtershop commuNicatioNs aG 
employees

the Company had an average of 417 employees (salaried employees only) during fiscal year 2013 (prior 
year: 403 employees).  

executive bodies of the Company 

the supervisory board comprised the following members:

dR. hERBERT MAy
Chairman of the supervisory board since 11/17/2010
member since 10/19/2010
dipl. ingenieur (engineer), managing partner of dr. may management beratungs- und beteiligungs gmbh
other supervisory board mandates:
Certon gmbh, heidelberg, germany 
brainloop Ag, münchen

PRoF. dR. NiKolAus MohR
vice Chairman of the supervisory board since 06/12/2013
managing director and managing partner of mücke, sturm & Company gmbh
honorary professor to the Chair of innovation and technology management at the university of Regensburg

dR. KAi hudETz
member since 06/12/2013
managing director of ifh institut für handelsforschung gmbh

ToBiAs hARTMANN
vice Chairman of the supervisory board 05/30/2012 to 05/31/2013
member from 07/01/2011 to 05/31/2013
Chief executive officer global operations, gsi Commerce inc.

BoB vAN diJK
member from 02/01/2012 to 05/31/2013
vice president ebay europe, ebay inc.

the management board included the following persons:

JoChEN Moll
member and spokesman of the management board since 04/01/2012

ludwig luTTER
member of the management board since 04/01/2011

dR. JoChEN wiEChEN
member of the management board since 08/01/2013

87

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Notes to the FiNaNcial statemeNts  iNtershop commuNicatioNs aG 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
88

CoMPENsATioN  oF ThE MEMBERs oF ThE MANAgEMENT BoARd  
ANd ThE suPERvisoRy BoARd

total  remuneration  paid  to  the  management  board  for  its  activities  in  fiscal  year  2013  amounted  to 
euR  823   thousand  (2012:  euR  752  thousand),  of  which  euR  591  thousand  (2012:  euR  620   thousand) 
accounted  for  fixed  remuneration  and  euR  232  thousand  (2012:  euR  132  thousand)  for  the  variable 
components.  in  fiscal  year  2013,  the  total  remuneration  for  the  supervisory  board  members  came  to 
euR  111  thousand  (2012:  euR  113  thousand),  of  which  euR  111  thousand  (2012:  euR  113  thousand) 
accounted  for  fixed  remuneration  and  euR  0  thousand  (2012:  euR  0  thousand)  for  the  performance-
related portion. due to the relinquishment of supervisory board members, the actual total remuneration 
to be paid for the supervisory board comes to euR 93 thousand (2012: euR 65 thousand). the payments 
of the management board and supervisory board consist exclusively of benefits due in the short term. 
the particulars regarding the remuneration of the management boards and supervisory boards are out-
lined in the remuneration reports as part of the combined group management report and management 
report of inteRshop Communications Ag. 

intershop group

As  a  listed  company,  inteRshop  Communications  Ag  prepares  consolidated  financial  statements  in 
accordance  with  ifRs  and  according  to  the  provisions  of  section  315a  of  the  hgb  (german  Commer-
cial Code). the consolidated financial statements will be submitted to the bundesanzeiger (german fed-
eral gazette). As of december 31, 2013, in addition to the parent company, the consolidated companies 
included the subsidiaries intershop Communications, inc., soquero gmbh, the bakery gmbh, intershop 
Communications  Australia  pty  ltd,  intershop  Communications  nordics  Ab,  intershop  Communications 
ventures gmbh as well as intershop Communications Asia limited.

the following list shows the subsidiaries of intershop Communications Ag and the Company’s respective 
interest as of december 31, 2013:

intershop Communications, inc., san francisco, usA

soquero gmbh, frankfurt/main, germany

the bakery gmbh, berlin, germany

intershop Communications Australia pty ltd,  
melbourne, Australia

intershop Communications ventures gmbh,  
Jena, germany

intershop Communications nordics Ab,  
malmö, sweden

intershop Communications Asia limited,  
hong Kong, China

interest
(in %)

Equity*
(in euR thousand)

Net loss**

(in euR thousand)

100

100

100

100

100

100

100

(212)

213

(3.292)

158

(2.253)

24

14

219

349***

(1.253)

151

(29)

(2)

14

* equity as of december 31, 2013 is translated at the exchange rate as of the reporting date
** (preliminary) net profit/loss for fiscal year 2013 is translated at the average annual rate
*** net profit/loss before profit transfer to parent company inteRshop Communications Ag

the expenses for auditors’ fees are included in the notes to the Company’s consolidated financial statements.

Notes to the FiNaNcial statemeNts  iNtershop commuNicatioNs aG89

Declaration of Conformity in accordance with section 161 of the german stock Corporation act 

the  Company  issued  a  declaration  of  conformity  as  required  by  section  161  of  the  Aktiengesetz 
on  december  5,  2013,  and  made  this  declaration  publicly  available  on  the  Company’s  website  at  
http://www.intershop.com/investors-corporate-governance  

appropriation of net income/loss 

the management board of intershop Communications Ag proposes to carry forward the accumulated 
deficit of euR 14,069,669 to new account.

responsibility statement

to the best of our knowledge, and in accordance with the applicable reporting principles, the financial 
statements give a true and fair view of the assets, liabilities, financial position and profit or loss of inteR-
shop Communications Ag, and the management report includes a fair review of the development and 
performance of the business and the position of the Company, together with a description of the princi-
pal opportunities and risks associated with the expected development of the Company for the remaining 
months of the financial year.

Jena, march 3, 2014

the management board of inteRshop Communications Ag

Jochen moll                                 ludwig lutter                                 dr. Jochen wiechen

mAnAgement RepoRtConsolidAted finAnCiAl stAtementsfinAnCiAl stAtementsAnd notesRepoRt of the supeRvisoRy boARdnotes to the ConsolidAted finAnCiAl stAtementsFiNANCiAl sTATEMENTsANd NoTEsnotes to the finAnCiAl stAtements  inteRshop CommuniCAtions AgauDitor’s report   
intershop CommuniC ations ag

91

AudiToR’s REPoRT

we have audited the annual financial statements, comprising the balance sheet, the income statement 
and the notes to the financial statements, together with the bookkeeping system, and the management 
report, which is combined with the group management report, of inteRshop Communications Aktienge-
sellschaft, Jena, for the business year from January 1 to december 31, 2013. the maintenance of the books 
and  records  and  the  preparation  of  the  annual  financial  statements  and  the  combined  management 
report in accordance with german commercial law are the responsibility of the Company’s board of man-
aging directors. our responsibility is to express an opinion on the annual financial statements, together 
with the bookkeeping system, and the combined management report based on our audit.

we  conducted  our  audit  of  the  annual  financial  statements  in  accordance  with  §  (Article)  317  hgb 
[„ handelsgesetzbuch”: „german  Commercial  Code”]  and  german  generally  accepted  standards  for  the 
audit of financial statements promulgated by the institut der wirtschaftsprüfer [institute of public Auditors 
in germany] (idw). those standards require that we plan and perform the audit such that misstatements 
materially affecting the presentation of the net assets, financial position and results of operations in the 
annual financial statements in accordance with [german] principles of proper accounting and in the com-
bined management report are detected with reasonable assurance. Knowledge of the business activities 
and the economic and legal environment of the Company and expectations as to possible misstatements 
are  taken  into  account  in  the  determination  of  audit  procedures. the  effectiveness  of  the  accounting-
related internal control system and the evidence supporting the disclosures in the books and records, the 
annual financial statements and the combined management report are examined primarily on a test basis 
within the framework of the audit. the audit includes assessing the accounting principles used and sig-
nificant estimates made by the Company’s board of managing directors, as well as evaluating the overall 
presentation of the annual financial statements and the combined management report. we believe that 
our audit provides a reasonable basis for our opinion.

our audit has not led to any reservations.

in our opinion, based on the findings of our audit, the annual financial statements comply with the legal 
requirements and give a true and fair view of the net assets, financial position and results of operations of 
the Company in accordance with german principles of proper accounting. the combined management 
report is consistent with the annual financial statements and as a whole provides a suitable view of the 
Company’s position and suitably presents the opportunities and risks of future development.

erfurt, march 5, 2014

pricewaterhouseCoopers
Aktiengesellschaft
wirtschaftsprüfungsgesellschaft

(sgd. Rolf-peter stockmeyer) 
wirtschaftsprüfer 
(german public Auditor) 

(sgd. ppa. Carl erik daum)
wirtschaftsprüfer
(german public Auditor)

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05report of tHe supervisory Board  

Corporate governanCe report 

95 

98 

Report of the supervisory board

Corporate governance Report
(with Corporate governance declaration)

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report of the supervisory BoarD

95

during the 2013 fiscal year, the supervisory board carried out the duties that are incumbent on the board 
according to the law, the Articles of Association and the Rules of procedure. it has continuously monitored 
and accompanied the management of business activities by the management board and assured itself that 
management complied with the applicable rules and regulations and legal requirements. 

suPERvisoRy BoARd MEETiNgs ANd C oNTENT

in fiscal year 2013, ten meetings were held, with six meetings held as telephone conferences. All supervisory 
board members participated in all of the meetings. the management board only participated in the meet-
ings if this was required in order to allow the board to carry out its reporting obligations. Content-related key 
topics of the meetings were the current situation of the Company, especially the development of earnings, 
revenue and cash, as well as intershop’s future strategic direction and employee developments. 

the meeting on January 11, 2013 centered on approving the budget for the 2012 fiscal year. in addition, 
the meeting also approved the declaration of Conformity for 2012. in the meeting on march 20, 2013, the 
supervisory board approved the annual financial statements and the consolidated financial statements for 
2012 in the presence of the auditors. in addition, the meeting also decided on the items that would be on 
the agenda for the Annual stockholders’ meeting in 2013. in the constitutive supervisory board meeting 
directly following the Annual stockholders’ meeting on June 12, 2013, the newly constituted supervisory 
board elected prof. dr. nikolaus mohr as deputy Chairman of the supervisory board. in the meetings on 
August 1, september 25 and october 29, 2013, the supervisory board discussed current and expected busi-
ness developments. the main focus of discussions at the december 5, 2013 meeting was the 2014 budget 
and the Company’s strategic growth opportunities. in addition, the declaration of Conformity for 2013 was 
also approved. in the remaining meetings (february 19, may 15, and July 23, 2013), the supervisory board 
discussed and passed agreements requiring approval and personnel issues. in addition to the resolutions 
that were adopted at the meetings, the board also adopted resolutions regarding agreements and person-
nel issues as part of a circulation procedure. 

the management board submitted all transactions requiring supervisory board approval under its Rules of 
procedure to the supervisory board for approval. the supervisory board examined the relevant draft resolu-
tions in detail and took the appropriate decisions. business transactions of importance to the Company were 
discussed in detail and carefully monitored by the supervisory board on the basis of management board 
reports. in addition to the supervisory board meetings, the supervisory board was in regular contact with 
the management board and was informed of the current developments at the Company, the risk situation 
and risk management, as well as the related measures required. 

no committees were established because the supervisory board only comprises three members.

CoRPoRATE govERNANCE 

in January 2013, the supervisory board had to pass a resolution on its approval to accept an individual order 
for  an  agreement  with  gsi  Commerce  solutions  inc.  that  was  concluded  in  fiscal  year  2010.  in  this  case, 
supervisory board members tobias hartmann and bob van dijk assumed that there could be a potential 
conflict of interest because of their respective main professional activities at gsi Commerce inc. and ebay 
inc. they notified the Company of this in the meaning of section 5.5 of the german Corporate governance 
Code and abstained from voting in this case. 

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96

the new declaration of Conformity with the german Corporate governance Code was issued by the man-
agement board and supervisory board in december 2013. the remuneration of the respective supervisory 
board members, individualized and broken down by component, is shown in the consolidated group man-
agement report and management report of inteRshop Communications Ag. 

PERsoNNEl ChANgEs iN  ThE suPERvisoRy BoARd ANd ThE MANAgEMENT BoARd

in fiscal year 2013, there were three personnel changes in the managing bodies of the Company, two in the 
supervisory board and one in the management board. 

supervisory board members tobias hartmann and bob van dijk resigned as members of the supervisory 
board effective may 31, 2013. tobias hartmann had been a member of the supervisory board since July 2011 
and served as its deputy Chairman since may 2012. bob van dijk joined the board in february 2012 follow-
ing his appointment. the supervisory board would like to thank messrs. hartmann and van dijk for their ser-
vices to intershop. At the Annual stockholders’ meeting on June 12, 2013, prof. dr. nikolaus mohr and dr. Kai 
hudetz were elected as new members of the supervisory board for the period ending with the conclusion 
of the Annual stockholders’ meeting that passes a resolution on the approval of the boards’ activities for fiscal 
year 2016. in the constitutive meeting that followed, the supervisory board elected prof. dr. mohr as deputy 
Chairman of the supervisory board. 

in may 2013, the supervisory board appointed dr. Jochen wiechen to serve as a member of the manage-
ment  board  effective  August  1,  2013.  As  the  Chief technical  officer  (Cto),  he  is  responsible  for  product 
development, the technical department and the full service area. with dr. wiechen, intershop gains an expe-
rienced technology expert and market insider for the management, development and market positioning of 
software solutions. the supervisory board wishes him all the best.

ANNuAl FiNANCiAl sTATEMENT s ANd CoNsolidATEd FiNANCiAl sTATEMENT s, 
dEPENdENT CoMPANy REPoRT, ANNuAl AudiT

pricewaterhouseCoopers Ag wirtschaftsprüfungsgesellschaft, the auditor for the 2013 fiscal year elected at 
the Annual stockholder’s meeting held on June 12, 2013 and engaged by the supervisory board, thoroughly 
reviewed the annual financial statements, the consolidated financial statements, the combined manage-
ment report of inteRshop Communications Ag and issued unqualified audit opinions in each case. 

in addition, the auditors reviewed the dependent company report prepared by the Company pursuant to 
section 312 of the german stock Corporation Act (Aktg), reported on it pursuant to section 313 (3) of the 
Aktg, and issued the following unqualified audit opinion:
„based  on  our  audit  and  assessment  in  accordance  with  professional  standards,  we  confirm  that  (1)  the 
actual disclosures contained in the report are correct, (2) the payments made by the Company in connection 
with transactions detailed in the report were not unreasonably high.”

RepoRt of the SupeRviSoRy BoaRdfollowing its own thorough examination, in particular after inspecting the auditor’s reports, as well as dis-
cussing  the  key  points  of  the  audit  in  detail  with  the  auditor  and  the  material  findings  of  the  audit,  the 
supervisory board did not raise any objections with respect to the financial statements or the dependent 
company report. the supervisory board concurs with the result of the audit and the audit of the depend-
ent company report. the supervisory board does not raise any objections against the declaration given by 
the management board at the end of the dependent company report and approved the separate financial 
statements and consolidated financial statements prepared by the management board at its meeting on 
march 11, 2014. the annual financial statements of inteRshop Communications Ag were thus adopted. 
since the Company did not generate retained earnings during the 2013 fiscal year due to the remaining loss 
carryforwards under german commercial law and due to the negative operating result, there was no need 
to examine a proposal on the appropriation of profits.

the supervisory board would like to thank the management board and all the employees of the intershop 
group for their services rendered, and would also like to thank the stockholders for their renewed confi-
dence during the 2013 fiscal year.

Jena, march 2014

on behalf of the supervisory board

dr. herbert may
Chairman of the supervisory board

97

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RepoRt of the SupeRviSoRy BoaRd 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
98

Corporate governanCe report

the  activities  of  the  management  board  and  supervisory  board  are  determined  by  the  principles  of 
responsible corporate governance. this report includes the Corporate governance Report in accordance 
with section 3.10 of the german Corporate governance Code and the Corporate governance declaration 
pursuant to section 289a of the handelsgesetzbuch (hgb – german Commercial Code).

1. 

dEClARATioN oF ThE MANAgEMENT BoARd ANd suPER visoRy BoARd PuRsuANT To  
sECTioN 161 oF ThE AKTiENgEsETz (AKTg  – gERMAN sToCK CoRPoRATioN  ACT)

the  management  board  and  the  supervisory  board  of  inteRshop  Communications  Ag  (“intershop”) 
welcomes the german Corporate governance Code presented by the government Commission and 
most recently updated in may 2013. the recommendations of the german Corporate governance Code 
were largely complied with in fiscal year 2013; any departures were explained in the declaration of Con-
formity. the supervisory board and the  management board issued the following joint  declaration  of 
 Conformity in accordance with section 161 of the Aktiengesetz (Aktg – german stock Corporation Act) 
on december 5, 2013:

since the declaration of conformity dated January 11, 2013 to may 13, 2013, intershop Communications 
Ag has complied with the recommendations of the government Commission on the german Corporate 
governance Code (hereinafter referred to as the „Code”) in the version dated may 15, 2012, and as of may 
14, 2013 to the time of this declaration with the recommendations in the version dated may 13, 2013, with 
the following exceptions and will comply with them in the future with the following exceptions:

a)  the existing d&o insurance does not include a deductible for the members of the supervisory board 
(section 3.8 of the Code) since the Company has not been offered a policy with comparatively more 
favorable terms. furthermore, the management board and supervisory board hold the view that the 
members of the supervisory board also exercise their obligations responsibly without a deductible.

b)  with  regard  to  the  composition  of  the  management  board,  the  supervisory  board  should  ensure 
diversity and especially strive for an appropriate consideration of women in accordance with section 
5.1.2 of the Code. the supervisory board is of the opinion that this criterion is unsuitable as the sole 
deciding reason for the appointment of members to the management board. in the composition of 
the management board, the professional and personal qualifications of the applicants should have 
priority in governing the selection of a suitable candidate because this is the only way that the inter-
ests of the Company can best be safeguarded.

c) 

in accordance with section 5.4.1 (2) of the Code, the supervisory board has not specified concrete 
objectives  regarding  its  composition,  which  take  diversity  into  account  and  which  provide  for  an 
appropriate degree of female representation. it also has not specified the number of independent 
supervisory board members in the meaning of section 5.4.2 of the Code. the supervisory board is 
also  of  the  opinion  that  due  to  its  small  number  of  members,  a  concrete  determination  of  goals 
restricts the selection of suitable members for the supervisory board. instead, the supervisory board 
wishes to make its decisions with regard to recommendations about its composition independently 
based  on  the  respective  situation.  however,  at  present  the  three  supervisory  board  members  are 
independent.

this declaration of conformity and all previous declarations have been made permanently available on the 
Company’s website at http://www.intershop.com/investors-corporate-governance. 

 
CoRpoRAte goveRnAnCe RepoR t

99

2. 

CoRPoRATE govERNANCE PRACTiCEs

the  Company  has  not  implemented  any  business  practices  exceeding  the  recommendations  of  the 
german Corporate governance Code, e.g. a company Code of Conduct. the Company takes into consid-
eration the suggestions of the Corporate governance Code to the greatest possible extent.

3. 

iNFoRMATioN oN ThE MANAgEMENT BoARd’s ANd suPERvisoRy BoARd’s PRiNCiPlEs  
oF woRK, As wEll As ThEiR CoMPosiTioN

in accordance with the fundamental principle of german company law, intershop is subject to the dual 
management system, which requires the separation of the management body (management board) and 
the supervisory body (supervisory board). both bodies cooperate in the management and supervision of 
the Company.

the Management Board is responsible for managing the Company with the goal of creating sustainable 
value. the management board jointly develops the Company’s strategy and ensures that it is implemented 
in consultation with the supervisory board. the management board must manage the Company’s busi-
ness in accordance with the law, the Articles of Association, and the by-laws. the principle of joint respon-
sibility  applies;  this  means  that  the  members  of  the  management  board  are  jointly  responsible  for  the 
management of the entire Company. the principles of the management board’s work are summarized in 
the by-laws of the management board. in particular, these by-laws govern the adoption of resolutions and 
the allocation of responsibilities. the by-laws of the management board also include a list of transactions 
for which the management board requires the supervisory board’s approval.

the management board currently comprises three members. there is a spokesperson for the  management 
board. the number of members of the management board is determined by the supervisory board, which 
can also appoint a Chairman or a spokesperson and deputy Chairman of the management board. 

the management board provides the supervisory board with regular, timely, and comprehensive infor-
mation about all aspects of business development that are material for the Company, significant transac-
tions, and the current earnings situation, including the risk situation and risk management. where business 
developments deviate from earlier forecasts and targets, these deviations are discussed and the reasons 
given in detail. the management board also reports regularly on compliance, i.e., the measures taken to 
meet legal requirements and internal guidelines, which is also the responsibility of the management board. 

the supervisory Board advises the management board on the management of the Company and moni-
tors the management board’s activities. it appoints and dismisses the members of the management board, 
resolves the compensation system for the management board members, and sets their total compensa-
tion. it is involved in all decisions that are of fundamental importance for the Company.

the Articles of Association stipulate that the supervisory board must comprise three members. its regular 
term of office is five years and ends at the Annual stockholders’ meeting that resolves the approval of the 
supervisory board’s activities for the fourth fiscal year after the beginning of its term of office. the supervi-
sory board regularly monitors and advises the management board in its management of the Company. it 
must perform its duties in accordance with the provisions of the law, the german Corporate governance 
Code, the Articles of Association, and its by-laws. the supervisory board must be consulted on all decisions 

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mAnAgement RepoRtConsolidAted finAnCiAl stAtementsnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notes 
 
 
100

CoRpoRAte goveRnAnCe RepoR t

of  fundamental  importance  for  the  Company. the  by-laws  of  the  management  board  therefore  stipu-
late  certain  transactions  –  such  as  major  investment  projects,  acquisitions,  and  employment  contracts 
above a certain amount – that require the supervisory board’s approval. the Chairman of the supervisory 
board represents the supervisory board externally and in dealings with the management board. he chairs 
the supervisory board meetings. no committees were established because the supervisory board only 
comprises three members. in addition to its reports at the supervisory board meetings, the management 
board regularly informs the supervisory board about current key developments at the Company and the 
related measures required, as well as about the forecast for future quarters. 

d&o insurance has been taken out for all members of the management board and the supervisory board; 
a deductible of 10% was agreed upon for management board members in accordance with section 93(2) 
sentence 3 of the Aktg.

4. 

FuRThER iNFoRMATioN  – CoRPoRATE govERNANCE REPoRT

since the management board and supervisory board have stated in their declaration of Conformity that 
they will not follow the Code’s recommendations that suggest appointing members taking diversity into 
account and also appointing independent members, information on the implementation of this objec-
tive in the meaning of section 5.4.1 of the Code is also unnecessary in this report. however, it should be 
pointed out that the three supervisory board members have been independent since the Annual stock-
holder’s meeting in 2013.

there are no stock option plans; the only security-based incentive program is that one of the many aims 
agreed  with  the  members  of  the  management  board  for  their  variable  remuneration  also  takes  into 
account price development of the intershop shares.
the total number of intershop shares owned by all members of the management board and the supervi-
sory board is less than 1% of the shares issued by intershop. details on the security holdings of the Com-
pany’s executive bodies will be shown in the notes to the consolidated financial statements.

the particulars regarding the remuneration of the management boards and supervisory boards are out-
lined in the remuneration reports as part of the combined group management report and management 
report of inteRshop Communications Ag.

Jena, february 12, 2014

inteRshop Communications Ag

for the management board 

for the supervisory board

Jochen moll                ludwig lutter                dr. Jochen wiechen 

dr. herbert may

 
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102

inteRshop-shARes

stock Market data on intershop shares

isin

wKn

stock market symbol

Admission segment

sector

de000A0epuh1

A0epuh

ish2

prime standard / Regulated market

software

membership of deutsche börse indices

CdAX, prime All share, technology All share

RepoRt of the SupeRviSoRy BoaRd 
103

Key figures for intershop shares

2013

2012

Closing price*

high*

low*

in euR

in euR

in euR

number of shares outstanding (as of dec. 31)

in million shares

market capitalization

earnings per share

Cashflow per share

Carrying amount per share

Average trading volume per day **

free float

*   basis: Xetra
**   basis: all stock exchanges

in euR million

in euR

in euR

in euR

number

in % 

1.48

2.08

1.03

30.18

44.67

(0.11)

(0.14)

0.80

1.79

3.16

1.72

30.18

54.03

(0.02)

0.07

0.91

59,015

48,964

69

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mAnAgement RepoRtConsolidAted finAnCiAl stAtementsnotes to the ConsolidAted finAnCiAl stAtementsRepoRt of the supeRvisoRy boARdfinAnCiAl stAtementsAnd notesREPoRT oF ThE suPERvisoRy BoARdRepoRt of the supeRvisoRy boARdfinAnCiAl 
CAlend AR
2014

date

february 19, 2014

may 7, 2014

Event
investor Relations Kontakt:
inteRshop Communications Ag
investor Relations 
intershop tower
07740 Jena 
telefon: +49   3641  50 -1000 
telefax:  +49   3641  50 -1309  
ir@intershop.de 
www.intershop.de/investoren

Release of q4 and fy financials 2013

Release of q1 financials 2014

June 12, 2014

ordinary Annual stockholders’ meeting 2014

August 6, 2014

layout & design:  
timespin - digital Communication gmbh
www.timespin.de

Release of q2 and 6-month financials 2014

november 5, 2014

Release of q3 and 9-month financials 2014

this  annual  report  contains  forward-looking  statements  regarding  future  events  or  the  future  financial  and   operational  performance  of 
 intershop. Actual events or results may differ materially from the results  presented in these forward-looking statements or from the  results 
expected  according  to  these  statements.  Risks  and  uncertainties  that  could  lead  to  such  differences  include  intershop‘s   limited 
 operating history, the limited predictability of revenues and expenses, and potential fluctuations in revenues and  operating 
results, significant dependence on large individual customer orders, customer trends, the level of competition, seasonal 
fluctuations, risks relating to  electronic security, possible state regulation, and the general economic situation.

 
investor Relations Contact:
inteRshop Communications Ag
investor Relations 
intershop tower
07740 Jena, germany 
phone: +49   3641  50 -1000 
fax:  +49   3641  50 -1309  
e-mail: ir@intershop.com 
www.intershop.com/investor-relations

layout & design:  
timespin - digital Communication gmbh
www.timespin.de

in tershop 
Communications ag
intershop tower
07740 Jena, germany

telep hone
+49  3641  50 -0
fax
+49  3641  50 -1111
e-m ail
info@intershop.com

www.intershop.com