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Intershop Communications AG

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FY2015 Annual Report · Intershop Communications AG
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A N N UA L   R E P O R T

2015

 
 
 
 
 
 
A N N UA L   R E P O R T   2 0 15

Table of Contents

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  5 
  7 

KEY FIGURES FOR THE GROUP 
FOREWORD

01

CONSOLIDATED MANAGEMENT REPORT AND 
GROUP MANAGEMENT REPORT
11 

The Intershop Group

14  

22  

24  

29  

30  

30 

31  

31  

The 2015 fiscal year

Remuneration report

Report on opportunities and risks

Disclosures in Accordance with Section 289(4) HGB and Section 315(4) HGB Plus Explanatory Report

Corporate Governance Declaration in Accordance with Section 289a of the HGB

Dependent Company Report

Events subsequent to the balance sheet date

Report on expected developments

02

03

04

05

CONSOLIDATED FINANCIAL STATEMENTS
37 

Consolidated Balance Sheet

38 

39 

40 

Consolidated Statement of Comprehensive Income

Consolidated Statement of Cash Flows

Consolidated Statement of Shareholders´ Equity

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
45 

General Disclosures

49 

55 

61 

65 

66 
  75 
  77 

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
RESPONSIBILITY STATEMENT 
AUDITOR’S REPORT, GROUP

FINANCIAL STATEMENTS INTERSHOP COMMUNICATIONS AG
81 

Balance Sheet INTERSHOP Communications AG

82 
83 
91 

94 
98 
102 
103 
104 

Statement of Operations of INTERSHOP Communications AG
NOTES TO THE FINANCIAL STATEMENTS INTERSHOP COMMUNICATIONS AG 
AUDITOR’S REPORT, INTERSHOP COMMUNICATIONS AG

REPORT OF THE SUPERVISORY BOARD 
CORPORATE GOVERNANCE REPORT 
INTERSHOP SHARES 
SHAREHOLDER STRUCTURE 
FINANCIAL CALENDAR 2016

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Overview

EUR 

42.7 

5
1
0
2
n

i

million

EUR 

15.2

          million

5
1
0
2
/
1
3
/
2
1
f
o
s
a

EUR 

 3.5 

5
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0
2
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i

      million 

 EUR 

 33.0 

5
1
0
2
/
1
3
/
2
1
f
o
s
a

       million

380 a

5
1
0
2
/
1
3
/
2
1
f
o
s

58%  a

5
1
0
2
/
1
3
/
2
1
f
o
s

BALANCESHEET TOTALEBITDA  EMPLOYEESREVENUEEQUITY RATIOCASH AND CASH EQUIVALENTS 
 
 
 
 
 
 
 
 
 
Key Figures for the Group

P
U
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E
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S
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K

in EUR thousand

Revenue
Revenues

Product Revenues
Service Revenues

Revenue Europe
Revenue USA
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
Net cash provided by financing activities

2015

2014

Change

42,721
17,399
25,322

27,942
9,026
5,753

23,616
19.105
45%
18,937
5,801
8,504
4,962
(330)
168
0%
3,464
8%
5
0.00

19,081
58%
32,968
11,539
21,429
5,316
8,571

15,232
4,967
3,296
(2,303)
6,258

46,175
13,667
32,508

29,451
10,793
5,931

29,462
16,713
36%
22,988
5,113
11,872
5,698
305
(6,275)
-14%
(2,129)
-5%
(6,642)
(0.22)

17,577
70%
25,280
11,077
14,203
0
7,703

6,358
387
4,146
(1,417)
0

-7%
27%
-22%

-5%
-16%
-3%

-20%
14%

-18%
13%
-28%
-13%
-208%
103%

263%

100%
100%

9%

30%
4%
51%

11%

140%
-1183%
-21%
-63%

Employees

380

415

-8%

 
 
 
 
 
Management Board

Dr. Jochen Wiechen
CEO

Axel Köhler

Dr. Jochen Wiechen

CEO

D
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Dear stockholders and 
business partners,

The most important message first: We have achieved our main goal for the 2015 fiscal year and reached 
the break-even point. A key factor in this development was the fact that we generated much higher pro-
duct revenues, and that we were able to increase our gross margin on the basis of a significantly optimized 
cost structure. Our liquidity situation saw a sustained improvement thanks to increased profitability and 
the  implemented  debt  and  equity  capital  measures. This  led  to  a  good  financial  starting  point  for  the 
current 2016 fiscal year. This year, we want to continue on this successful path, but will also continue to 
take a conservative approach with regard to our planning activities. We frequently adjusted our forecasts 
in recent years, hence we wish to increase the element of reliability in our communications with stake-
holders. Therefore we intend to confirm the revenue levels of the prior year during the current year, and 
to continue the positive trend with regard to the financial result. Our focus in 2016 will thus remain on 
profitability and the simultaneous expansion of the product business. 

We have identified promising potential in several areas, and will intensify efforts to develop this potential 
in 2016. Increasing our growth in the medium-sized sector is our top priority. In this area, there is consi-
derable demand for Cloud solutions, since they provide a rapid and effective entry point for small and 
medium-sized customers. Therefore we will be presenting an expanded Cloud offering during the course 
of this year, and we expect to generate above-average growth rates in the medium term.

As a member of an extensive partner network, we will continue our efforts to ensure high-quality and 
efficient support and collaboration. We also see further growth opportunities for Intershop in possible 
strategic partnerships, which we are actively pursuing. The issue of Synaptic Commerce is an important 
building block for a successful collaboration with our technology partners. In this respect, we have just 
taken an important step with the recent product update to Version 7.6. With the further enhanced Inter-
shop  Synaptic  Commerce  API,  our  platform  becomes  even  more  open  to  third-party  solutions,  which 
makes our offering even more scalable and most of all more competitive. Dealers also benefit from the 
openness of our solution, since it allows for the rapid and efficient integration of our system into existing 
system environments. This aspect is particularly important in the B2B market, which will become an incre-
asingly important focus point for our company. In this area, we have achieved a know-how and techno-
logical edge over many competitors that focus primarily on the B2C business - an edge that we want to 
take advantage of and expand. Particularly manufacturers and large retail companies are targeted by Inter-
shop, and specific B2B functionalities are added to product updates such as the new Intershop Commerce 
Management Edition B2X 7.6. In addition, we want to intensify our efforts in individual target industries.

As you can see, we continue to grow, and we are working on identifying and developing growth fields 
without losing sight of our earning power and costs. Discussions with our current large shareholders will 
also be intensified this year, so as to pave the way for a promising future for Intershop in the interest of all 
stakeholders.

Many thanks for your support.

Sincerely,

Dr. Jochen Wiechen                                   Axel Köhler

 
 
01

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Consolidated  
management report and  
group management report

11  

14  

22 

24  

29  

The Intershop Group

The 2015 fiscal year

Remuneration report

Report on opportunities and risks

Disclosures in Accordance with Section 289(4) HGB and  

Section 315(4) HGB Plus

30  

Corporate Governance Declaration in Accordance with  

Section 289a of the HGB

Dependent Company Report

Events subsequent to the balance sheet date

Report on expected developments

30  

31  

31  

 
 
 
C O N S O L I D AT E D   M A N A G E M E N T   R E P O R T

0111

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Consolidated management report  
and group management report

THE INTERSHOP GROUP

Group structure and business activities

INTERSHOP  Communications  AG1  is  a  globally  oriented  provider  of  integrated  Enterprise  solutions 
for omni-channel commerce. At the center of its service range is the Intershop Commerce software, 
which was brought to the market in 1996 as the world‘s first standard software for electronic commerce.  
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 coordi-
nation of delivery of goods, i.e., fulfillment. Intershop‘s business activities are divided into the two main 
business segments „Products“ and „Service“. The product business is comprised of the licensing revenues 
and maintenance revenues. The service business includes revenues from consulting services and train-
ing, and full service revenues. 

Intershop is a global leader among independent providers of omni-channel commerce solutions. With 
the  help  of  Intershop‘s  software  platform,  over  300  Intershop  customers  sell  their  products  in  more 
than 75 countries and in 50 different languages. Based on its expertise of more than 20 years in soft-
ware development for the e-Commerce business, Intershop has an extraordinarily powerful and scal-
able  platform  for  online  business  activities.  The  Company  is  continuously  improving  the  software 
and  is  systematically  expanding  and  supplementing  its  range  of  services. The  newest  version  of  the  
Intershop  Commerce  platform  -  Intershop  7.6  -  was  introduced  in  November  2015.  The  client  base 
includes  large  and  medium-sized  businesses  including  HP,  BMW,  Bosch  and  Deutsche  Telekom.  
Intershop operates in Europe, the United States and in the Asia Pacific region (mainly Australia). In 2015, 
revenue with customers outside of Europe came to around 35%.

INTERSHOP Communications AG, which is domiciled in Jena, is the parent company of the Intershop Group.  
As  of  the  reporting  date  of  December  31,  2015,  it  directly  holds  100%  of  the  shares  in  Intershop  
Communications  Inc.,  San  Francisco,  USA,  Intershop  Communications  Australia  Pty  Ltd.,  Melbourne, 
Australia,  Intershop  Communications  Asia  Ltd.,  Hong  Kong,  China,  Intershop  Communications  SARL, 
Paris, France and Intershop Communications Ltd., Romsey, United Kingdom. Added to these are other 
non-operating former sales companies. In Germany, INTERSHOP Communications AG has branches in  
Stuttgart, Nuremberg, Hamburg, Berlin, Frankfurt am Main and Ilmenau. Moreover, the Company has 
sales representations in the Netherlands, Italy and Sweden. 

CONTINUED TRANSFORMATION INTO AN OMNI-CHANNEL COMMERCE SOLUTION  
PROVIDER WITH SIGNIFICANTLY IMPROVED PROFITABILITY

During the 2015 fiscal year, Intershop successfully continued its conversion from a service company to an 
integrated omni-commerce solution provider with a focus on product offerings. The progress achieved as 
part of this transformation is reflected in significantly higher product revenues, among other things. At the 
same time, the Company significantly improved its key result indicators with a positive result before inter-
est and taxes (EBIT). For the 2016 fiscal year, Intershop is continuing its clear focus on profitability, with the 
simultaneous expansion of the product business. Intershop‘s long-term goal is to attain a global market 
presence with a focus on Europe, Asia and America on the basis of a customer-centered omni-channel 
commerce solution, to position Intershop as a leading innovator in the e-Commerce market, and to gener-
ate sustained profitable results.

1   „Intershop,” the „Company,” „Intershop Group”

 
12

Increasing the focus on the product business reduces the dependency on service revenues with major 
customers, since the license business can generate high-margin revenues with the corresponding follow-
up business, which will allow the Company to improve its profitability. In addition, the new strategic direc-
tion also opens up the possibility of higher market penetration. An increased focus on the product busi-
ness is accompanied by the addition of smaller and medium-sized customers to the target market. In the 
future, customers in this segment will benefit from the high scalability of the Intershop 7 platform technol-
ogy, which allows them to start with a cost-effective solution, adapt the technology to growing revenues 
where required, and thus grow together with Intershop in the long term. To accelerate the growth in the 
medium-sized segment, Intershop will continue to expand its Cloud solution, which further simplifies the 
ability of small and medium-sized customers to achieve a rapid and effective entry point, and that con-
tributes to the scalability of the Intershop Commerce Suite. In this way, Intershop is able to address the 
above-average growth rates of the Cloud segment (SaaS) compared to conventional and locally installed 
commerce platforms.

a

60%

100%

A sia - P

30%

Product

% 80%

Revenues by Regions

Focus on Product Business is reflected 
in the revenue share

The  developed  e-Commerce  markets  in 
Europe, North America and Asia are at the 
center of Intershop‘s distribution activities, 
since they offer great potential in terms of 
c i fi c  
the  product  and  service  business.  Inten-
sified  sales  measures  are  currently  under 
way  in  those  regions  in  which  Intershop 
has already been successful in recent years. 
This approach contributes to the targeted 
and efficient application of sales and mar-
keting  expenses.  Besides  Germany,  they 
include the Benelux countries, France, the 
UK and the US. In these markets, Intershop 
has  its  own  local  subsidiary,  or  flexible 
sales  units  and  a  strong  partner  network. 
The  expanded  focus  includes  future  mar-
kets  with  the  potential  of  developing  into  strategically  important  markets.  In  these  markets,  Intershop 
relies mainly on the acquisition of license customers through partners.

42.7

e
r
a
h
s
e
u
n
e
v
e
r

Europe

Service

70%

59%

41%

2015

2014

40%

20%

21%

14%

65%

million

A
S
U

0%

Euro

The ability to supplement the Company‘s own development and distribution capacities with competent 
partners in the respective target markets is an important driver in this regard. Since Intershop has by now 
established a large and powerful partner network, it is shifting its focus on the expansion and qualitative 
improvement of existing partnerships. The main benefit offered by the partner network consists of an opti-
mized customer approach and increased scalability in the area of distribution activities. The collaboration 
with the partners combines Intershop‘s know-how and experience with the specific knowledge of the 
companies in the partner network. With the help of the partners, heterogeneous markets and customers 
from different industries and cultures can be continuously serviced using state-of-the-art technologies. 
In addition to providing the corresponding shop software solutions, Intershop also supports its partners 
with the high-quality implementation of the shops, and is subsequently responsible for maintenance and 
support. 

Consolidated management reportand group management report 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13

The expansion of the Intershop Commerce Suite into a Synaptic Commerce solution forms an important 
building block for a successful partner strategy. In this context, third-party systems and service providers 
are connected through clearly defined interfaces, which minimize the project-specific costs and risks. Their 
stability protects the investments over the long term. With the Intershop Synaptic Commerce API, cus-
tomer-specific adjustments or new touch points can also be seamlessly embedded in the customer‘s sys-
tem environment. The enhancement of these functionalities represents a key strategic objective for 2016. 
In addition, Intershop will also intensify its efforts in individual target industries. At present, this includes a 
focus on the promising B2B market, since in this case Intershop has a know-how and technological edge 
over many other competitors, who focus primarily on retail portals. Particularly manufacturers and large 
retail companies are targeted by Intershop, and specific B2B functionalities are added to product updates 
such as the new Intershop Commerce Management Edition B2X 7.6.

Research and Development

Research  and  development  (R&D)  activities  undertaken  by  Intershop  mainly  concentrate  on  the  further 
development of the Intershop platform. In view of the much shorter innovation cycles in the booming 
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 market position. 
In addition, regular platform updates are also required. Intershop has a strong and experienced developer 
team that continuously works on the continued success of the Company’s products.

During the reporting period, Intershop introduced the newest version of the key piece of the Intershop 
Commerce Suite with Intershop Commerce Management 7.6. The new commerce software is now available 
in two editions, the Intershop Commerce Management B2C 7.6 edition for shop solutions, which focuses 
on  retail  clients,  and  the  B2X  7.6  edition  with  additional  functions  for  business  clients. The  B2X  edition 
addresses the increasingly small gap between customer expectations and the buying behavior of B2C and 
B2B customers. In addition, the edition also contains various features that are aligned to business clients, 
such as master agreement management or a cost center and budget management tool. Another impor-
tant element in the new editions is the extension of the Intershop Synaptic Commerce API, which offers 
retailers maximum flexibility for connecting third-party solutions to their shop system without becoming 
dependent on them. In addition to Intershop Commerce Management 7.6, other applications were revised 
during the course of the update. They include a new Intershop Order Management Tool, which combines 
the ordering processes of different channels such as web, mobile and call center with various options for 
order processing and return management. The new Intershop Commerce Suite is completed with a new 
version of the Intershop Commerce Insight application, which allows for the comprehensive and conclu-
sive analysis of customer and system data. In addition, the entire performance of the platform was opti-
mized to further improve the management of extraordinary peak loads.

R&D  expenditures  in  2015  amounted  to  EUR  7.9  million,  an  increase  of  3%  compared  to  the  prior  year.  
Taking into account the capitalization of software development costs, R&D expenses totaled EUR 5.8 million 
compared to EUR 5.1 million in 2014. This corresponds with a share of 14% of total revenues (2014: 11%). 
The increase in expenses is mainly the result of higher expenditures for in-house development projects in 
the 2015 fiscal year.

MANAGEMENT REPORT14

Control System

The Company will continue to focus primarily on increasing revenues and thus gaining additional market 
share in a very competitive and dynamic market. This is the reason why all management levels are moni-
toring the development of revenues over time. Sales performance is also used as an early indicator for 
liquidity developments, since cash and cash equivalents will rise or fall in line with declining or increasing 
sales. In this way, liquidity developments can be managed early on by implementing countermeasures on 
the cost side, for example. The most important performance indicators in terms of managing profitability 
are the gross result (total revenues less cost of revenues) and the associated gross margin (gross profit 
compared to revenues), which the Company intends to increase in the long term in order to generate a 
higher profit margin. In addition, other important performance indicators include earnings before interest 
and taxes (EBIT). The control system remains unchanged from the prior year. 

THE 2015 FISCAL YEAR 

Overall Economy and Industry

The  global  economy  has  experienced  a  marked  slowdown  in  recent  months,  and  according  to  initial 
estimates  by  the  International  Monetary  Fund,  only  grew  by  3.1%  in  2015.  A  growth  rate  of  3.5%  was 
expected at the beginning of 2015. Particularly emerging and developing countries experienced a slow-
down in economic performance, which declined significantly to 4.0%. The group of industrial states, which 
includes many important target markets for Intershop, registered a solid growth rate of 1.9%. The US econ-
omy grew at an above-average rate of 2.5%. The growth rate of the Eurogroup countries was 1.5%. Accord-
ing to information from the IMF, Germany‘s economy also grew by 1.5%, compared to 1.1% in France. The 
UK economy grew by 2.2%. 

With regard to an examination of the various industries, there are two markets that are of particular impor-
tance to Intershop: firstly, the demand trend of the end customer in the online business (e-Commerce 
market) as a driver for the expansion of the e-Commerce infrastructure, and secondly, the willingness of 
companies to invest in new software solutions (software market and IT services).

The global e-Commerce market continued to enjoy dynamic growth in 2015. According to estimates by 
US market research company eMarketer, the global market volume in the online retail business increased 
by 25% to approximately USD 1.7 trillion. This was also the first time that the Asia-Pacific region made up 
more than half of the global B2C e-Commerce volume with sales of USD 878 billion. By far the largest part 
of this figure is attributable to the Chinese market, which saw a significant increase (42%) in 2015 com-
pared to the prior year, and which reached a market volume of around USD 672 billion. Sales revenues in 
the more mature US market for the B2C online retail business only rose by 7.6% in 2015 to a volume of 
EUR 329 billion. Sales revenues in the five largest European markets UK, Germany, France, Spain and Italy 
increased by 13% to approximately USD 233 billion.

The global market for information technology (IT) grew by 3.1% in 2015 to reach EUR 1.19 trillion, according to 
estimates by the European Information Technology Observatory (EITO). While sales of IT hardware stagnated at 
EUR 339 billion, sales of software grew by a considerable 6.8% to a market volume of EUR 331 billion. IT services 
also generated 2.8% more revenues (EUR 515 billion). In Germany, the IT industry grew by 3.5% to a market vol-
ume of approximately EUR 80 billion in 2015, according to estimates by the industry association BITKOM. Here 
too, software saw the greatest increase in sales (5.4%). BITKOM expects IT services to grow by 3.0%.

Business performance during the 2015 fiscal year

In  2015,  Intershop‘s  business  saw  a  significant  improvement  compared  to  the  prior  year,  as  the  Company  
generated a much better and once again a positive operating result (EBIT) since 2011. This outcome can be 
mainly  attributed  to  the  success  of  the  strategic  realignment,  the  improved  cost  structure  and  the  strong 
competitive advantage of the Intershop solutions in the B2C and the B2B omni-channel commerce segment.

Consolidated management reportand group management report15

CUSTOMER-ORIENTED SOLUTION PORTFOLIO HOLDS GREAT APPEAL FOR PARTNERS: 
INTERSHOP COMMERCE SUITE AND INTERSHOP COMMERCE SERVICES

In 2015, Intershop continued its conversion from a service company to an integrated omni-commerce 
solution provider with a focus on product offerings. An important building block of this process was the 
revision of the software product offering, which led to the introduction of a new solution portfolio in Feb-
ruary 2015. The new portfolio makes it easier for users to gain an overview of the components and operat-
ing models in the Intershop service portfolio and highlights the strengths of the Intershop solutions and 
services. All technical solutions offered by Intershop are now bundled under the “Intershop Commerce 
Suite”  umbrella,  and  are  marketed  accordingly. The  Commerce  Services  area  now  includes  all  services 
offered, from the first development of ideas and in-depth consulting services to start-up, maintenance 
and the enhancement of a trading platform.

the 

the 

Intershop Commerce Suite
Organization Management

During 
reporting  period, 
Intershop  marketed  its  new  solu-
tion  portfolio  at  numerous  trade 
fairs  and  events,  including  Inter-
net  World  in  Munich,  as  well  as 
E-World, 
leading  German 
trade  fair  for  energy  and  water 
management  in  Essen,  or  Gartner 
Customer  Strategies  &  Technolo-
gies in London. In the fall of 2015, 
customer events took place in sev-
eral major cities in Germany under 
the  Intershop  name  Commerce 
Circle, where Intershop customers 
reported on their experiences and 
success factors in B2B and B2C commerce and gave practical tips on reorganizing the shop and switching 
provider. Intershop carried out product demonstrations to present the benefits of the Commerce Suite for 
companies.

Intershop Commerce Suite
Omni-Channel Management

Intershop Commerce Suite
Marketing & Merchandising

Intershop Commerce Suite
Transaction Management

Intershop Commerce Suite
Experience Management

Intershop Commerce Suite
Operational Excellence

Intershop Commerce Suite
Analytics & Reporting

Intershop Commerce Suite
Product Information

Intershop‘s partner program includes an attractive offering consisting of certification, training, consulting 
services  and  knowledge  transfer,  and  enables  both  sides  to  generate  additional  project  and  customer 
business. For example, in mid-October partners were able to attend the Intershop Partner Developer Con-
ference in Jena before the release of the new platform update to Version 7.6, where they received an exclu-
sive first look at the new functions of the imminent update in presentations, live demos and workshops. 
In addition, they also had an opportunity to talk directly to members of the Intershop developer team. For 
the current fiscal year, Intershop plans to continue strengthening its existing partner network and further 
increase the jointly generated sales volume, which also increased in 2015. Moreover, the partner network 
will also be gradually expanded in the future.

In  2015,  Intershop  was  successful  in  further  increasing  its  sales  revenues  with  new  customers.  Most  of 
the  new  customers  consist  of  medium-sized  companies. The  Company  also  obtained  a  large  licensing 
contract from a long-standing strategic major customer. In the dynamic online food retail business, the 
Company  was  able  to  acquire  two  new  customers  that  are  committed  to  this  future  market:  Swedish 
company  Martin  &  Servera  and  the  Dutch  Daily  Fresh  Food  company.  Working  with  partner  Modus-
Link,  Intershop  implemented  the  European  country  shops  of  the  Tassimo  brand,  which  is  also  very 
popular  in  Germany.  Tassimo  is  a  hot  beverage  system  (capsule  machines)  distributed  by  Mondelēz 
International,  one  of  the  world‘s  leading  providers  of  sweet  goods,  food  products  and  beverages.  

MANAGEMENT REPORT16

The new online shop of the Indian branch of Staples, a well-known global provider of office items, went 
online in 2015. The US corporation‘s B2B solution targets the growing number of companies in that coun-
try  -  the  second-most  populous  country  after  China.  In  addition  to  the  partner  network  and  in-house 
sales and marketing activities, successful customer projects are also the main drivers for generating new 
business. Awards and distinctions also play an important role. In the reporting period, the online optician, 
Mister Spex, received two awards in the UK for the relaunch of its British online shop based on the Inter-
shop Suite. The prestigious ECMOD Direct Commerce Award acknowledges outstanding achievements in 
direct sales and the multi-channel business. The eCommerce Award for Excellence rewards groundbreak-
ing innovations as well as innovative marketing, first-class customer service and targeted revenue growth. 
In Germany, 4care GmbH and its shop Lensbest.de won the Shop Usability Award in mid-September 2015. 
Lensbest.de especially stood out in the six assessment criteria of look & feel, confidence-building elements, 
shop information for customers, navigation and product location, informational content on the product 
detail pages, the ordering process and payment.   

INTERSHOP AS A LEADING PROVIDER OF B2B AND B2C OMNI-CHANNEL  
COMMERCE SOLUTIONS

During the reporting period, Intershop was once again recognized as one of the world’s leading providers 
of omni-channel commerce solutions by two studies conducted by the US market research institute For-
rester Research. In January 2015, Intershop made it into the group of the world’s top five providers in the 
“Forrester Wave” study for the B2C sector, where it achieved the rating of “Strong Performer.” In the Forrester 
study on B2B solutions published in June 2015, Intershop was even declared the “Leader” and deemed the 
strongest alternative to products offered by the three major global software companies IBM, Oracle and 
SAP. This repeated good performance underscores the fact that Intershop offers an internationally leading 
solution with its product innovations and early focus on the B2B segment, and has established itself as a 
globally competitive provider in the highly aggressive B2C segment.

In order to expand the top market positioning further and gain additional insight into the still young market 
segment for B2B omni-commerce, the independent market research institute Vanson Bourne conducted a 
survey in June 2015 on behalf of Intershop of 400 B2B decision makers in the area of e-Commerce in the 
UK, the US, France, Germany, Scandinavia and the Benelux countries. The study clearly showed that the 
B2B e-Commerce landscape is developing at a rapid pace and shifting the market power base to the cus-
tomer. Therefore, there is a growing realization among decision makers that companies in the B2B online 
business need to have a stronger customer focus in order to remain competitive. In addition, companies 
need to act quickly before losing valuable market shares to competitors or new players. From the perspec-
tive of Intershop, the study confirms that the challenges for B2B retailers also hold many opportunities for 
winning new customers, and thus also for Intershop.

Intershop will intensify efforts to target this promising market on the basis of the demonstrated good posi-
tion enjoyed by the Commerce Suite in the B2B sector. Particularly manufacturers and large wholesalers 
are targeted as potential new customers. The addition of specific B2B features to the solution profile in the 
current product update, the Intershop Commerce Management Edition B2X 7.6, will further increase the 
excellent competitive position in this application field.

Consolidated management reportand group management report17

Earnings, financial and asset position

ACTUAL DEVELOPMENT OF KEY FINANCIAL FIGURES COMPARED TO  
THE ORIGINAL FORECAST

Intershop is very pleased with the business developments of the 2015 fiscal year, because Intershop was 
able to surpass the originally set sales revenue and results targets. In the 2014 annual report, the Company 
forecast a decline in revenues for 2015 (which were adjusted for the sale of the online marketing subsid-
iary) in the lower double-digit percentage range, as well as a slightly higher gross margin and a virtually 
balanced operating result. Following the acquisition of a large license contract, Intershop raised its sales 
and results forecast for the overall year in August 2015. The Company expected revenues at the same level 
of the prior year, adjusted for the disposal of online marketing activities, as well as a slightly positive oper-
ating result (EBIT). On the basis of the strong third quarter, Intershop generated an EBIT of EUR 0.2 million 
and adjusted revenues of EUR 42.7 million that are more or less at the same level of the prior year for the 
entire 2015 reporting period. The gross margin increased by nine percentage points to 45%. The develop-
ment of the profit situation is discussed in detail in the sections below.

REORGANIZATION OF REVENUES INTO PRODUCT AND SERVICE REVENUES

At the beginning of the 2015 fiscal year, Intershop reorganized revenues into the main groups product  
revenue and service revenue. Now product revenues include both licensing revenues as well as main-
tenance revenues. Service revenues include revenues from consulting and training, full-service income 
and  other  income.  Other  income  includes  the  online  marketing  revenues  generated  in  the  past  year 
by  subsidiary  SoQuero  GmbH,  which  was  sold  in  2014,  and  revenues  from  the  outsourced  operating  
business of subsidiary The Bakery GmbH. This change is based on the renewed focus on the product busi-
ness, which was implemented in 2014.  Since the  sale of licenses  is  normally followed  by maintenance 
costs,  the  reorganization  now  better  depicts  actual  business  activities  and  the  revision  of  the  product 
portfolio. The applied accounting policies are not affected by this change.

Revenue Development

During the 2015 fiscal year, Intershop generated revenues of EUR 42.7 million, which corresponds to a 7% 
decrease compared to the prior-year period. Two effects are largely responsible for this development: the 
sale of the online marketing subsidiary SoQuero GmbH in the prior year, and the end of projects with two 
major customers. Adjusted for the proceeds from the sale of SoQuero GmbH, group revenues were more 
or less at the same level as the prior year (EUR 42.9 million). It shows that the strategic focus on the product 
business is starting to have an effect, and that the service business is also gradually stabilizing.

Product revenues grew by 27% to EUR 17.4 million during the reporting period. The associated licensing 
revenues grew by 51% to EUR 9.3 million, also due to a large order. Maintenance revenues also increased 
to a total of EUR 8.1 million, which corresponds to an increase of 8%. 

In contrast, service revenues declined by 22% to EUR 25.3 million during the 2015 fiscal year. This develop-
ment was mainly due to lower revenues at two major customers in the area of consulting services, and 
the loss of the online marketing revenues. Consulting and training revenue fell by 16% to EUR 19.3 million. 
Adjusted for the proceeds from the two major customers, revenues from consulting projects grew by 2%. 
This area still remains the largest revenue driver at Intershop with 44%. The full-service segment saw posi-
tive growth of 6% to around EUR 6.0 million. The 2015 fiscal year did not result in other revenues; in the 
prior year, online marketing revenues and revenues from the Bakery business amounted to EUR 3.9 million. 

MANAGEMENT REPORT18

At 41%, the share of product revenues increased by 11 percentage points within one year. With a share of 
59%, service revenues remain the most important source of revenue in the Intershop Group. At the same 
time, the shift in revenue portions in favor of product revenues also underscores the sustainable transition 
to an integrated omni-channel commerce solution provider currently being carried out by the Company. 
The change in the distribution of sales contributes significantly to a higher gross margin and is the basis 
for a sustainable growth trend.

The following overview shows the development of revenues:

in EUR thousand

Product Revenues

Licenses

Maintenance

Service Revenues

Consulting/Training

Full Service

Other revenues

Total Revenues

Focus on Product Business is reflected 

in the revenue share

Revenues by Regions

100%

% 80%

e

r

a

h

s

e

u

n

e

v

e

r

60%

40%

20%

0%

30%

70%

Product

41%

Service

59%

2014

2015

A sia - P

c i fi c  

a

14%

A
S
U

21%

Euro

42.7

million

65%

Europe

2015

17,399

9,328

8,071

25,322

19,340

5,982

0

2014

13,667

6,174

7,493

32,508

22,986

5,630

3,892

42,721

46,175

Change

27%

51%

8%

-22%

-16%

6%

-100%

-7%

The  European  market  is  Intershop‘s  main  business  region.  
During  the  reporting  period,  European  customers  made 
up  65%  of  total  revenues  (prior  year  64%).  In  this  vein,  sales 
declined from EUR 29.5 million in 2014 to EUR 27.9 million in 
the current fiscal year. This decline of 5% is solely due to the lost 
online  marketing  proceeds.  Once  these  revenue  figures  are 
adjusted, the Europe region as a whole generated 7% higher 
revenues, whereby European product revenues increased by 
8% and service revenues by 5%. Revenues in the USA (revenue 
share of 21%; 2014: 23%), declined by 16% to EUR 9.0 million. 
This decline is due to the end of projects with major customers. 
In  the  Asia-Pacific  region,  revenues  declined  by  3%  to  
EUR 5.8 million, whereby product revenues increased by 32% 
and service revenues fell by 9%. The revenue share amounted 
to 14% (prior year: 13%).

Revenues of INTERSHOP Communications AG as a single entity reported under German commercial law 
increased by 6% to EUR 33.5 million. In this context, product revenues rose by 37% to EUR 16.6 million.  
In contrast, service revenues declined by 14% to EUR 16.9 million due to lower revenues with two major 
customers in the consulting area.

Consolidated management reportand group management report 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Development

The most important financial figures in the group profit are shown in the overview below:

19

EBIT (in EUR thousand)

EBIT margin

EBITDA (in EUR thousand)

EBITDA Margin

Group profit for the year (in EUR thousand)

2015

168

0%

3,464

8%

5

2014

(6,275)

-14%

(2,129)

-5%

(6,642)

Change

103%

103%

263%

262%

100%

Intershop went through a positive period with regard to results during the 2015 fiscal year. The basis for 
this development is the greater share of high-margin product revenue as well as the general improve-
ment of the cost structure. As a result, the group significantly improved its gross result from revenues from  
EUR 16.7 million to EUR 19.1 million (+14%). The gross margin increased by nine percentage points com-
pared to the prior year, to 45%. Operating expenses and income declined by 18% to EUR 18.9 million, 
which corresponds to an operating cost ratio of 44% (prior year: 50%). Costs for sales and marketing in 
particular, which came to EUR 8.5 million for the reporting period, were significantly reduced and therefore 
28% below the level of the prior year. Administration costs declined by 13% to EUR 5.0 million compared to 
the prior-year period. Costs for research and development rose by 13% to EUR 5.8 million. 

On the whole, total costs (cost of revenues and operating expenses/income) fell by 19% to EUR 42.6 million. 
The operating result before depreciation (EBITDA) jumped considerably from EUR -2.1 million in the prior 
year to EUR 3.5 million in 2015. The EBITDA margin increased from -5% to 8%. Depreciation and amortiza-
tion decreased from EUR 4.1 million to EUR 3.3 million during the reporting period. This was accompa-
nied by a significant improvement in the operating result (EBIT), which closed the year at EUR 0.2 million,  
following EUR -6.3 million in the prior year. The financial result was EUR -0.1 million. Income tax declined 
to EUR 14 thousand, compared to EUR 373 thousand in the prior year. The after-tax Group result for the 
year was slightly positive at EUR 5 thousand. Earnings per share were EUR 0.00 compared to EUR -0.22 in 
the prior year.

INTERSHOP  Communications  AG  as  a  single  entity  generated  a  net  income  under  commercial  law  of  
EUR 0.4 million in 2015 compared to a loss of EUR 5.5 million in the prior year. This positive result is mainly 
due to an increase in revenues and the reduction in personnel costs and other operating expenses. Per-
sonnel expenses declined by 11% to EUR 21.0 million due to the reduction in the work force, as compared 
to EUR 23.5 million in the prior year. Other operating expenses fell by 20% to EUR 10.3 million, which is 
due to the optimized cost structures. Other operating income increased slightly from EUR 2.2 million to 
EUR 2.3 million. Other interest income of EUR 0.2 million is mainly due to affiliated companies and inter-
est expenses of EUR 0.1 million from the bank loan obtained in 2015. The result from ordinary business 
activities amounted to EUR 0.5 million after EUR -5.3 million in 2014. In total, the balance sheet loss in 
accordance with German commercial law decreased to EUR 19.1 million compared to EUR 19.6 million in 
the prior year.

MANAGEMENT REPORT20

Presentation of the Net Assets and Financial Position

The assets and financial position of the Intershop Group was greatly affected by the Company‘s financing 
activities during the 2015 fiscal year. First, the previously agreed loan with Sparkasse Jena-Saale-Holzland 
for EUR 6 million, which is secured by a guarantee from the federal state of Thuringia, was granted in July 
2015. The loan mainly serves to offset the seasonal fluctuations in the ongoing business and preliminary 
financing of projects as well as marketing and sales activities. In addition, in September Intershop com-
pleted a capital increase from authorized capital of just under 5% of the existing share capital in connec-
tion with a private placement. This resulted in an increase of EUR 1,500,000 of the Company’s share capital 
to EUR 31,683,484. The placement price for the new shares came to EUR 1.10 per share. This brings the 
gross issue proceeds from the capital increase to EUR 1.65 million. Intershop will use the funds from the 
capital increase for additional investments in strategic growth areas such as the expansion of the Cloud 
offering and the B2B solution.

As a result of Intershop‘s financing activities, the total assets of the Intershop Group as at December 31, 2015 
rose by 30% to EUR 33.0 million. On the assets side, cash and cash equivalents increased from EUR 6.4 million  
to EUR 15.2 million, mainly due to the implemented debt and equity financing measures. In total, cur-
rent assets increased by around 51% to EUR 21.4 million. Overall, noncurrent assets rose slightly by 4% to  
EUR 11.5 million. The decline in intangible assets and property, plant and equipment by EUR 1.0 million to 
EUR 9.1 million is accompanied by the addition of restricted cash in the amount of EUR 1.2 million. This fig-
ure refers to the pledged amount of the bank loan. On the liabilities side, equity increased by 9% as a result 
of the capital increase to EUR 19.1 million compared to year-end 2014. Noncurrent liabilities amounted to 
EUR 5.3 million. They include (for the first time) noncurrent liabilities to banks in the amount of EUR 4.9 million  
as a result of the loan, which must be repaid annually in equal installments. Current liabilities increased by 
around 11% to EUR 8.6 million as at the balance sheet date, which is mainly the result of the noncurrent 
liabilities to banks in the amount of EUR 1 million. The equity ratio of the Intershop Group declined as a 
result of the debt financing measures, from 70% to a still comfortable 58%.

Cash flows from operating activities improved significantly during the reporting period from EUR 0.4 million  
in the prior-year period to EUR 5.0 million in the 2015 reporting period. This increase is mainly due to the 
improved result. Cash outflows from investing activities increased from EUR 1.4 million to EUR 2.3 million. 
The payments for investments in intangible assets included in this figure declined by EUR 0.5 million to 
EUR 2.2 million. In contrast, the prior year‘s period was characterized by inflows from the sale of subsidiary 
SoQuero GmbH. Cash flows from financing activities amounted to EUR 6.3 million, and are the result of 
a new bank loan and a capital increase. The total net inflow for the 2015 fiscal year was EUR 8.9 million 
compared  to  a  cash  outflow  of  EUR  1.0  million  in  the  prior  year.  On  the  balance  sheet  date,  Intershop 
had  freely  available  cash  and  cash  equivalents  of  EUR  15.2  million  compared  to  EUR  6.4  million  on  
December 31, 2014. 

The total assets of the single entity in the annual financial statements prepared under commercial law 
rose by 42% from EUR 22.1 million to EUR 31.5 million, since the assets and financial position during the 
fiscal year was greatly influenced by debt and equity financing activities. The procurement of a bank loan 
of EUR 6.0 million in the middle of the year, as well as the implemented capital increase with 1.5 million 
shares with gross issue proceeds of EUR 1.65 million in September had the effect of increasing cash and 
cash equivalents on the assets side of the balance sheet, as well as shareholders‘ equity and liabilities on 
the  liabilities  side.  Current  assets  rose  by  80%  to  EUR  22.0  million.  Cash  and  cash  equivalents  included 
in  this  item  increased  from  EUR  5.1  million  to  EUR  11.7  million.  Shareholders‘  equity  increased  from  
EUR 17.1 million to EUR 19.1 million as a result of the capital increase and the net income for the year. 
Liabilities increased from EUR 1.0 million to EUR 7.4 million, mainly due to the first-time recognition of the 
liabilities to banks of EUR 6.0 million.

Consolidated management reportand group management reportEmployees

21

As of the balance sheet date of December 31, 2015, Intershop had a total of 380 employees worldwide. 
This corresponds to a reduction of 35 full-time employees compared to the balance sheet date of the 
prior year. Broken down by company segments, the number of employees in the technical departments 
fell from 322 to 293. In the administrative departments, the number of employees went from 46 to 42 full-
time employees. The number of employees in the sales and marketing departments decreased from 47 
on December 31, 2014 to 45 employees on the 2015 balance sheet date. During the fiscal year, Intershop 
plans to continue its transformation on the basis of the current employee structure. Targeted new hires in 
some departments are also a possibility. At the same time, it is the Company‘s intention to maintain the 
lean cost structure until the new strategy is fully in effect and additional investments in personnel may be 
financed from cash flows on a permanent basis.

When it comes to the competition for qualified employees, Intershop relies on cooperations with research 
institutions and departments at well-known universities to secure the recruitment of young talent. The 
share of university graduates in the total work force is disproportionately high at 81%. The average age of 
employees was 38 years, as in the prior year.

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

Employees by department (full-time equivalents)

12/31/2015

12/31/2014

Technical Departments 
(Service Functions and Research Development) 

Sales and marketing

General administration

293

45

42

380

322

47

46

415

The number of employees in the European branch offices as compared to the total workforce increased 
slightly in 2015 to 88% with 334 employees on the balance sheet date. In the prior-year period this figure 
was 360 employees and 87%. The branch in San Francisco (USA) had 19 employees or 5% of the work force 
(prior year: 27 employees, 6%). The number of employees in the Asia-Pacific region fell slightly from 28 to 
27 employees. The number of employees in this region continued to make up 7% of the total work force.

The Aktiengesellschaft as a single entity had 330 employees as of the balance sheet date (December 31, 
2014: 352 employees).

Management Board and Supervisory Board

During  the  reporting  period,  several  changes  were  made  to  INTERSHOP  Communications  AG‘s  
executive bodies, including one change in the Supervisory Board and three changes in the Manage-
ment Board.

The current member of the Supervisory Board, Prof. Dr. Nikolaus Mohr, resigned from the Board on 
April 30, 2015 for professional reasons. The Local Court of Jena appointed Dr.-Ing. Harald Schrimpf, 
Chairman of the Board of Management of PSI AG, to the Supervisory Board effective May 1, 2015, until 
the  next  Annual  Stockholders‘  Meeting  on  August  26,  2015. The  Company’s  Annual  Stockholders’ 
Meeting elected Dr.-Ing. Schrimpf to 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.

MANAGEMENT REPORT22

Chief Financial Officer Ludwig Lutter tendered his resignation on June 30, 2015 with the agreement 
of the Supervisory Board, and left the Company at the end of July 2015. Spokesperson for the Man-
agement  Board  Jochen  Moll  resigned  from  the  Management  Board  at  his  own  request  effective 
August  31,  2015,  and  left  the  Company  at  the  end  of  September  2015.  In  the  course  of  the  new 
appointments, the Management Board was reduced to two members and current Chief Technical 
Officer (CTO) Dr. Jochen Wiechen was elected CEO as of September 1, 2015. In addition to the techni-
cal departments, Dr. Jochen Wiechen is now also responsible for the administration of the Company, 
including the finance area, as well as investor relations and communications segments. Furthermore, 
Axel Köhler, who served as Senior Vice President Sales & Marketing at Intershop, was appointed to 
the Management Board effective September 1, 2015. His responsibilities include sales, marketing and 
professional services.

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 qualitative objectives relating to the portfolio of each Management 
Board member and quantitative objectives related to the financial result, whose assessment depends on 
the degree achieved of the objective. Approximately 1/3 of the total remuneration is variable. Of the vari-
able remuneration, 55% of the remuneration depends on the achievement of long-term objectives and 
45% on the achievement of short-term objectives. The Group EBIT, the net working capital and the share 
price form the assessment basis for the quantitative objectives. The qualitative objectives are based on 
strategic targets. 

Total  remuneration  paid  to  the  Management  Board  for  its  activities  for  fiscal  year  2015  amounted  to  
EUR 838 thousand (2014: EUR 831 thousand), of which EUR 637 thousand (2014: EUR 736 thousand) relate 
to fixed remuneration and EUR 201 thousand (2014: EUR 95 thousand) to variable components. The fixed 
remuneration components include EUR 565 thousand for the fixed salary component and EUR 72 thousand 
for additional benefits (2014: EUR 670 thousand for fixed salary, EUR 66 thousand for additional benefits). 
In 2015, Dr. Wiechen and Mr. Moll waived their claims regarding the variable compensation from the 2014 
fiscal year. 

The remuneration of the Management Board members is as follows:

in EUR thousand

Dr. Jochen Wiechen

Axel Köhler (since 09/01/2015)

Jochen Moll (until 08/31/2015)

Ludwig Lutter (until 06/30/2015)

Fixed  
Remuneration

Variable  
Remuneration

Total 
Remuneration

2015

2014

2015

2014

2015

2014

236

81

202

117

637

220

      -

282

234

736

94

32

76

0

201

36*

      -

28*

31

95

330

113

278

117

838

256

      -

309

266

831

* The Management Board member waived his variable compensation for 2014 in 2015.

Consolidated management reportand group management report 
23

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 
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 dependents 
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.

A cancellation agreement regarding the premature termination of his Management Board service agree-
ment was concluded with Management Board member Ludwig Lutter, who resigned from his position on 
June 30, 2015 with the agreement of the Supervisory Board, and who left the Company on July 31, 2015. 
The agreement consists of the payment of a severance in the amount of EUR 272 thousand to cover all 
claims from still outstanding variable compensation and all claims for the remaining period of the Man-
agement Board service agreement that ends on March 31, 2017. Of this amount, EUR 215 thousand was 
paid during the 2015 fiscal year. From the date of his resignation until his departure, Mr. Lutter also received 
his proportionate fixed remuneration including additional benefits in the amount of EUR 25 thousand.  
The post-contractual non-competition clause was rescinded without compensation by mutual agreement. 

The Supervisory Board and spokesperson of the Management Board Jochen Moll agreed to the prema-
ture cancellation of his Management Board service agreement without claim to severance, since Mr. Moll 
resigned from the Management Board at his own request effective August 31, 2015 and left the company 
on September 30, 2015. From the time of his resignation to the date of departure, Mr. Moll received his 
proportionate fixed remuneration including additional benefits in the amount of EUR 22 thousand. Mr. 
Moll waived the compensation for the post-contractual non-competition clause.  

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 addi-
tion, 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 
Company 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. 

MANAGEMENT REPORT24

In fiscal year 2015, Supervisory Board members were entitled to remuneration totaling EUR 180 thousand 
(2014:  EUR  150  thousand),  of  which  EUR  120  thousand  (2014:  EUR  150  thousand)  accounted  for  fixed 
remuneration and EUR 60 thousand (2014: EUR 0 thousand) for the performance-related variable portion. 
The fixed compensation consists of EUR 50 thousand (2014: EUR 50 thousand) in fixed remuneration and 
EUR 70 thousand (2014: EUR 100 thousand) of fees for meetings. The actually paid compensation for the 
Supervisory Board for 2014 amounted to EUR 120 thousand, since the Supervisory Board members waived 
20% of their remuneration in 2015 (total of EUR 30 thousand). The Supervisory Board waived two thirds of 
its variable compensation for 2015 (total of EUR 40 thousand).

The remuneration of the Supervisory Board members is as follows:

in EUR thousand

Dr. Herbert May

Dr. Kai Hudetz

Dr. Harald Schrimpf (since 05/01/2015)

Prof. Dr. Nikolaus Mohr (until 04/30/2015)

Fixed 
Remuneration

Variable  
Remuneration

Total  
Remuneration

2015

2014

2015

2014

2015

2014

62

29

20

9

120

77

37

        -

37

150

30

15

10

5

60

0

0

          -

0

0

92*

44*

30*

14*

180

77*

37*

    -

37*

150

* The Supervisory Board waived 20% of the compensation for 2014 to which it is entitled according to the articles of incorporation, and  
  two thirds of its variable compensation for 2015.

REPORT ON OPPORTUNITIES AND RISKS

RISK MANAGEMENT SYSTEM

 Intershop operates in a dynamic market characterized by continuous changes and a wide range of associ-
ated 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 
continued existence as the basis of its business activity. The Management Board has formally adopted a risk 
policy designed to promptly identify unknown risks (early warning function) and to manage risks. This pol-
icy 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 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 Management Board has appointed a Risk Manager who provides quarterly information about 
the Company‘s risk situation. Above and beyond this, risk management organization is decentralized. 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 con-
tinued existence, the divisional managers are required to provide the Management Board with immediate 
and detailed information. Flat hierarchies, short communication channels, and a culture of open commu-
nication also ensure that important risk information reaches the Management Board without delay. The 
Management Board informs the Supervisory Board at least once a quarter, but usually more often, about 
important developments at the Company.
The operational risk management process encompasses risk identification, risk assessment, risk aggrega-
tion, and risk mitigation. 

Consolidated management reportand group management report 
25

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 
possible risks arising from those areas are assigned at an operational level. In addition, a risk inventory is 
completed once a year (with quarterly updates), in which the relevance score and risk owners are deter-
mined, 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 involves the use of the financial account-
ing and controlling software from SAP and the consolidation and controlling software from LucaNet. 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 
mitigation 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 ENVIRONMENT AND INDUSTRY RISKS

Intershop is one of the leading providers of innovative and comprehensive solutions for omni-channel com-
merce in a highly dynamic market. That market is undergoing constant change due to factors such as techno-
logical progress, changes in the companies’ IT landscape, consolidation of provider 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 expectations, and that new technologies 
greatly affect or even replace the current e-Commerce business. If the Company is not successful in monitoring 
the target markets adequately, sizing up the competition and providing new innovative product and solution-
oriented strategies, this could lead to a negative sales trend because customers will go to the competition, 
making it more difficult to acquire new customers. Intershop counters this risk through continuous market 
monitoring  and  analysis  of  customer  requirements  together  with  customers,  partners  and  market  analysts. 
Therefore customer and partner feedback is regularly incorporated in the new product versions. In addition, 
discussions are held with industry analysts such as Forrester. In January 2015, Intershop made it into the group 
of the world’s top five providers in the “Forrester Wave” study for the B2C sector, where it achieved the rating of 
“Strong Performer.” The Forrester study on B2B solutions published in June 2015 also designated the Intershop 
solution as „Leader“.

Overall,  Intershop  has  designated  these  risks  as  strategic  risks  that  may  significantly  impact  the  company‘s 
financial and earnings position in the long term. However, at the moment there are no or only weak indicators 
that would indicate the occurrence of such risks. 

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 Company 
as a possible solutions partner. To this end, in recent years Intershop focused 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 European and non-European 
markets. Parallel to these developments, the year was marked by the establishment of European subsidiaries 
and the expansion of a network of international sales partners, which will contribute to increasing the visibility 
of the Intershop brand in the respective region with various sales and advertising measures. During the 2015 
fiscal year, Intershop‘s software product offering was bundled under the umbrella of the Intershop Commerce 
Suite, and all services on offer were subsumed under the Commerce Services segment. The Company attends 
various trade fairs to market the new Intershop solutions, including participation in Internet World, in-house 
customer events or partner programs. 

MANAGEMENT REPORT26

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. Regular 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.
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 pos-
sible legal disputes and/or 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 significant product defects. 
Apart from the product shortage risk, there is also a general risk that the Intershop software is partially or 
entirely displaced by new disruptive technologies. But there are no indications of such developments at 
this time.

In  summary,  Intershop  has  assessed  these  risks  as  strategic  risks  that  could  cause  a  noticeable  to  signifi-
cant negative impact on the earnings position, or a significant impact on the financial position. At this time,  
Intershop believes that the probability of these risks occurring is rather unlikely.

BUSINESS RISKS

Intershop  is  unable  to  rule  out  the  possibility  of  deviations  from  planned  targets  due  to  the  failure  to 
acquire a sufficient number of new customers, the loss of existing customers or inappropriate marketing 
and sales activities. This risk is countered with appropriate target models in the sales area, a significantly 
expanded sales structure as well as customer retention measures. Key measures include a forward-looking 
product policy, expansion of the product portfolio across several markets, and ongoing product develop-
ment  focused  on  technological  performance. To  achieve  this,  Intershop  employs  a  highly  qualified  and 
motivated workforce. Even if the risk overall is assessed as minimal, it cannot be entirely ruled out, as the 
past fiscal years have shown. 
Sales activities through partners are a challenge considering the complexity of the products. Intershop is 
finding it necessary to rely on sales partners particularly in foreign markets, given the excessive costs associ-
ated with establishing its own sales structure. To avoid the risks associated with partners providing incor-
rect advice to potential clients, Intershop relies on targeted training measures, the further development of 
partner programs, improved partner support by partner managers, a partner selection process, which must 
satisfy an extensive catalog of requirements, along with regular partner events. 

Business performance risks overall are currently assessed as unlikely. But if they were to occur, they could 
have a significant impact on Intershop‘s earnings and financial position. 

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 employees switch to a competitor, 
the specific knowledge of the employee will be used there. Furthermore, it is generally more difficult to replace 
these employees. The loss of key personnel could have a negative impact on Intershop‘s competitiveness and 
economic development. These risks are counteracted using a modern personnel management system with 
individual measures for personnel development together with an open company culture and flat hierarchies.  

Consolidated management reportand group management report27

Intershop has also shown in the past that personnel changes can be reduced with the measures men-
tioned, a highly qualified workforce and an extensive network of external service providers, so that this risk 
can be considered to be small in principle. The increased employee fluctuation during the 2014 fiscal year 
as a result of the Company‘s business developments decreased significantly in the 2015 fiscal year, once 
business developments improved and countermeasures such as the newly introduced employee retention 
program started to have an effect. 

In  summary,  Intershop  assesses  the  human  resources  risks  as  rather  improbable,  medium  risks  whose 
occurrence could have a noticeable negative effect on the earnings position.

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 
competitors, 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 operat-
ing result. This challenge is addressed by signing long-term supply agreements with third-party software 
providers and continuously reviewing their quality. Open source software is used where its use is deemed 
possible and meaningful. Intershop also has alternative providers in place. 

On the whole, Intershop assesses the information technology risks as rather improbable risks that, were 
they to occur, could have a negligible to significant impact on the earnings position.

FINANCIAL RISKS

As of the balance sheet date, Intershop has a comfortable liquidity situation and financial strength, with 
total liquidity of EUR 16.8 million. The procurement of a EUR 6.0 million bank loan in 2015 did not result in 
an interest risk since the interest rate for the loan is fixed over the term of the loan. The liquidity risk as a 
result of the repayment of the financial liabilities is assessed as minimal since repayments have been fixed at 
annual installments over a term of six years. In addition, the company has the option to make annual special 
payments without incurring a prepayment penalty. 
Its activities abroad are exposed to the currency risk in that revenues are generated in U.S. and Australian 
dollars. Measures are 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 section „Financial instrument disclo-
sures“ in the notes to the consolidated financial statements.

On the whole, Intershop assesses the financial risks as rather improbable risks which, if they were to occur, 
could have a negligible to noticeably negative or positive effect on the earnings position.

OTHER RISKS

The Company is a defendant in various legal proceedings arising from the normal course of business. The 
Management 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 covered by insurance respectively reserves were set aside as a precaution. Please also see section 
“Litigations/contingent liabilities” in the notes to the consolidated financial statements.

MANAGEMENT REPORT28

Third  parties  could  accuse  Intershop  of  infringement  of  intellectual  property  rights,  such  as  patents  or 
copyrights, 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 GTC 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 egadepartment review all contracts that deviate from the standard templates 
or standard GTC. 

OPPORTUNITIES

 Intershop operates in a very dynamic and growing market environment. New opportunities are constantly 
arising 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 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 satisfac-
tion, 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 struc-
ture, which consists of large and medium-sized companies, offers an opportunity to generate additional 
revenues with these customers and their affiliated companies without additional acquisition efforts. Follow-
ing the successful introduction of the Intershop software, customers are generally less willing to change 
providers due to the resulting financial and time-related hurdles. As the pioneer in the industry with the 
most years of experience in the market segment, Intershop has the reputation of being an especially reli-
able 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. In addition, Intershop believes that there are significant opportunities for expanding 
the partner structure, particularly through strategic partnerships. 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, in isolation, may put the continued existence of Intershop in jeopardy. On the 
whole, the overall risk position improved compared to the prior year. 

DESCRIPTION OF THE KEY CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK MANAGE-
MENT SYSTEM WITH REGARD TO THE CONSOLIDATED FINANCIAL REPORTING PROCESS

Intershop’s  internal  control  system  includes  the  policies,  procedures,  and  measures  introduced  by  the 
Management Board to enable the organizational implementation of its decisions so as to ensure the effec-
tiveness,  cost-effectiveness,  and  propriety  of  financial  reporting  as  well  as  adherence  to  the  applicable 
legal provisions. 

Consolidated management reportand group management report29

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 can-
celed, 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 providers) 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  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 commis-
sions, among other things. 
Accounting processes are entered in the respective individual financial statements for the subsidiaries in 
the Group‘s central SAP system. The consolidation and preparation of Intershop‘s consolidated financial 
statements is done centrally using the LucaNet consolidation software, on the basis of the individual finan-
cial statements entered in SAP. The Group’s accounting policies take into account the requirements of the 
IFRSs, HGB (German Commercial Code), AktG (German Stock Corporation Act), 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 state-
ments 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 pre-
pare 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.  

DISCLOSURES IN ACCORDANCE WITH SECTION 289(4) HGB AND  
SECTION 315(4) HGB PLUS EXPLANATORY REPORT

On the balance sheet date, the Company‘s subscribed capital amounted to EUR 31,683,484, composed of 
31,683,484 no-par value bearer shares. Each share has a notional value of EUR 1. There are no restrictions 
affecting the voting rights or transferability of the shares. 

eBay  Enterprise  Inc.  (formerly  GSI  Commerce  Solutions  Inc.),  King  of  Prussia,  Pennsylvania,  USA,  holds 
24.90% of the Company‘s capital stock on the balance sheet date. The companies Sterling Partners IV, LLC, 
SC Partners IV, L.P., Sterling Capital Partners IV, L.P., Blue Eagle GP, LLC, Blue Eagle Holdings, L.P., Blue Eagle 
II GP, LLC, Blue Eagle Holdings II, L.P., Blue Eagle III GP, LLC, Blue Eagle Holdings III, L.P. and GSI Commerce, 
Inc. maintain an indirect 24.90% holding in INTERSHOP Communications AG through eBay Enterprise Inc. 
Sterling Fund Management, LLC, Delaware, USA, through its controlled companies Sterling Partners IV, LLC, 
SC Partners IV, L.P., Sterling Capital Partners IV, L.P., Blue Eagle GP, LLC, Blue Eagle Holdings, L.P., Blue Eagle II 
GP, LLC, Blue Eagle Holdings II, L.P., Blue Eagle III GP, LLC, Blue Eagle Holdings III, L.P. and GSI Commerce, Inc. 
and eBay Enterprise Inc., indirectly holds 24.90% of the voting rights for INTERSHOP Communications AG. 

MANAGEMENT REPORT30

INTERSHOP Communications AG has not been informed of any other direct or indirect share capital hold-
ings that exceed 10% of the voting rights as of the balance sheet date. 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 with-
out 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 Ger-
man 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 mem-
bers 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 Arti-
cles of Association. 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 
financial statements of INTERSHOP Communications AG. The Company has not entered into any signifi-
cant agreements that are conditional on a change in control as a result of a takeover bid. In addition, the 
Company has not entered into any binding compensation agreements with the members of the Manage-
ment Board or with employees in the event of a takeover bid.

CORPORATE GOVERNANCE DECLARATION IN ACCORDANCE  
WITH SECTION 289A OF THE HGB

On  February  24,  2016,  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. 

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 2015 on the relationships with affiliated companies. This report also highlights the relationship with 
eBay Enterprise Inc. (formerly GSI Commerce Solutions Inc.). At this time, the Management Board has no 
reason to believe that there is a dependency with regard to eBay Enterprise Inc. However, the Manage-
ment Board is also aware that this assessment is dependent on imponderables and uncertainties, in par-
ticular the forecast of future Annual General Meeting majorities, which cannot be predicted with certainty. 
Therefore the dependency report was prepared as a precautionary 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, 
INTERSHOP  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 mea-
sures were undertaken, and has not been disadvantaged by the taking or omission of measures.”

Consolidated management reportand group management reportEVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

There have been no significant reportable events after the balance sheet date. 

REPORT ON EXPECTED DEVELOPMENTS

31

ENVIRONMENT

In their current forecast, experts at the IMF predict that global economic activity will expand by 3.4% in 
2016. Growth rates in the group of industrial nations will be in the solid range of 2.1%. With regard to 
the emerging and developing countries, the IMF expects economic performance to increase by 4.3%. A 
growth of 1.7% is expected for the Eurozone. The same rate is also forecast for the German economy.

The global e-Commerce market continues to be on an uptrend. eMarketer has forecast a global growth 
rate of 23% in 2016 for the retail segment alone. By 2019, the B2C online business will grow by an average 
of 22% annually. In this context, the share of the online business in the global retail business will grow from 
around 7% in 2015 to 13% in 2019. In its current forecast for 2016, the German commercial association 
(Handelsverband Deutschland (HDE)) expects online revenues in the German retail business to grow by 
11% to a volume of EUR 46.3 billion.

The B2B online business will also be in a position to increasingly realize its potential in the coming years. 
In the opinion of the experts at Frost & Sullivan, the B2B online business is one of the most attractive and 
innovative markets of the future. In the coming years, B2B companies will come under increasing pressure 
to shift more of their activities into the web. As a result, global sales in the B2B e-Commerce segment will 
grow to USD 12 trillion by 2020, which would correspond to an annual growth rate of approximately 8%. In 
another study, Forrester Research expects that just the US market for B2B e-Commerce will reach a volume 
of more than USD 1 trillion in 2020, about double the size of the B2C market. 

On the whole, the digital transformation of the global economy, which spans across industries, is creating 
sustained growth in IT markets. Market analyst IDC expects global IT to grow by 3.6% in 2016. In this vein, 
the market for packaged software is expected to grow by 6.8%, and the market for application software 
by 7.1%. The IT services business is also expected to grow by 3.5%. The rapid growth of Cloud infrastruc-
ture projects and growing buyer acceptance of the corresponding payment models represent one of the 
main drivers in the IT market. Accordingly, the market for Cloud software solutions in the area of Customer 
Relationship Management (CRM), which also includes e-Commerce platforms, is expected to grow 20% 
annually by 2018, according to IDC.

The IT market will also remain a growth driver in Germany. According to BITKOM, revenues generated with 
software, IT services and IT hardware in 2016 will increase by 3.1% to EUR 82.9 billion. In this context, the 
business of software and IT services is doing particularly well analogously to the international markets. As 
a result, the industry started the new year on a positive note. According to the current BITKOM industry 
barometer, eight out of ten software providers (81%) and IT service providers (80%) expect to generate 
more revenues in the next six months, compared to only 4% who expect revenues to decline.

COMPANY OUTLOOK 

The e-Commerce market continues to promise significant growth in the coming years. Considerable potential is 
evident particularly in the B2B market and in places where retailers are adapting their online shops to growing 
sales or wish to overhaul them in terms of new technology. However, the market for e-Commerce software is 
extremely competitive, and the acquisition of new customers requires that commerce platform providers pro-
vide a competitive offering, alongside a strong market presence and stable company developments. 

MANAGEMENT REPORT32

Refocusing on the product business was an important step in order for Intershop to remain globally competitive. 
The success of this change in strategy is reflected in the now substantial revenue share of this segment, which 
was 41% in 2015 (prior year: 30%). As a result of the change in strategy and the adjusted cost structure, Intershop 
believes that it is well positioned in a very competitive environment. The equity and debt financing measures 
and significantly improved cash flows create additional leeway for product innovations, particularly in the B2B 
segment and the area of Cloud solutions, and provide medium-term planning security in corporate financing. 
Additional investments in product development as well as sales and marketing are planned for this purpose in 
2016. Intershop’s long-term goal is to attain a global market presence with a focus on Europe, Asia and America 
on the basis of a customer-centered omni-channel commerce solution, to position Intershop as a leading inno-
vator in the e-Commerce market, and to generate sustained profitable results. In the 2016 fiscal year, Intershop 
will continue its consolidation strategy and will confirm the progress made during the past fiscal year.

For  the  current  2016  fiscal  year,  the  Management  Board  expects  further  increases  in  licensing  revenues  in  the  
product business, and an increase in downstream maintenance revenues. Consulting revenues are expected to 
continue to decline slightly this year. Intershop expects stable revenue levels in the full service segment. With regard 
to the development of revenues in the Europe, USA and Asia/Pacific segment, the Company expects that the share 
of revenue compared to total revenues will change slightly in favor of Europe and the Asia/Pacific region.

STATEMENT ON BUSINESS DEVELOPMENTS FOR 2016 

Based on the assumptions for the respective business segments, Intershop expects that total revenues 
generated in 2016 will be at the same level of the prior year. On the basis of another slight increase in 
the gross result and gross margin, along with the optimized cost structures, the Management Board also 
expects a slight increase in the operating result (EBIT) in the current fiscal year.

Jena, March 1, 2016

The Management Board of INTERSHOP Communications AG

 Dr. Jochen Wiechen 

   Axel Köhler

Consolidated management reportand group management report 
33

MANAGEMENT REPORT02

I

S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
D
E
T
A
D
I
L
O
S
N
O
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Consolidated 
Financial Statements 

37 

38  

39  

40  

Consolidated Balance Sheet

Consolidated Statement of Comprehensive Income

Consolidated Statement of Cash Flows

Consolidated Statement of Shareholders´ Equity

 
 
S

T

N

E

M

E

T

A

T

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A

I

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N

A

N

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C O N S O L I D AT E D   F I N A N C I A L   S TAT E M E N T S

02 
 
Consolidated Financial Statements

37

CONSOLIDATED BALANCE SHEET

in EUR thousand

Note No. December 31, 2015 December 31, 2014

ASSETS
Noncurrent assets
Intangible assets
Property, plant and equipment
Other noncurrent assets
Restricted cash
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
Liabilities to banks
Deferred revenue

Current liabilities

Other current provisions
Liabilities to banks
Trade accounts payable
Income tax liabilities
Other current liabilities
Deferred revenue

(1)
(2)
(4)
(5)
(20)

(3)
(4)
(5)
(5)

(6)
(6.1)
(6.2)

(8)
(10)

(11)
(8)
(7)
(20)
(9)
(10)

I

S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
D
E
T
A
D
I
L
O
S
N
O
C

8,697
362
50
1,200
1,230
11,539

5,338
484
375
15,232
21,429

32,968

31,683
7,806
(20,408)
19,081

4,949
367
5,316

497
1,000
2,066
141
2,653
2,214
8,571

9,451
631
45
0
950
11,077

6,737
733
375
6,358
14,203

25,280

30,183
7,751
(20,357)
17,577

0
0
0

344
0
1,670
150
2,867
2,672
7,703

TOTAL SHAREHOLDERS´ EQUITY AND LIABILITIES

32,968

25,280

 
 
38

S

T

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E

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E

T

A

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L

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I

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D

I

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

in EUR thousand

Revenues

Product Revenues
Service Revenues

Cost of revenues

Cost of revenues - Product
Cost of revenues - Services

Gross profit

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
Reclassifed to profit or loss

Other comprehensive income from exchange differences

Total comprehensive income

Earnings per share (EUR, basic,diluted)
Weighted average shares outstanding (basic,diluted)

Note
No.

(12)

(13)

(14)
(15)
(16)
(17)
(18)

(19)
(19)

(20)

(21)

January 1 to December 31,

2015

2014

17,399
25,322
42,721

(5,255)
(18,361)
(23,616)

13,667
32,508
46,175

(5,222)
(24,240)
(29,462)

19,105

16,713

(5,801)
(8,504)
(4,962)
689
(359)
(18,937)

(5,113)
(11,872)
(5,698)
1,510
(1,815)
(22,988)

168

(6,275)

30
(179)
(149)

19

(14)

37
(31)
6

(6,269)

(373)

5

(6,642)

(56)
0
(56)

(51)

0.00
30,588

(133)
170
37

(6,605)

(0.22)
30,588

Consolidated Financial Statements 
 
39

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CONSOLIDATED STATEMENT OF CASH FLOWS

in EUR thousand

Note
No.

January 1 to December 31,
2014

2015

CASH FLOWS FROM OPERATING ACTIVITIES

Earnings before tax

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

19

(6,269)

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 provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Restricted cash

Proceeds on disposal of intangible assets

Payments for investments in intangible assets

Proceeds on disposal of equipment

Purchases of property and equipment

Payments/proceeds on disposal of consolidated companies

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from loan

Restricted cash

Cash received for unregistered stock

Expenses of cash received for unregistered stock

Net cash provided by financing activities

Effect of change in exchange rates on cash

Net change in cash and cash equivalents

149

3,296

0

1,577

198

251

(180)

5,310

30

(132)

66

(307)

4,967

0

41

(2,168)

4

(147)

(33)

(2,303)

5,902

(1,200)

1,650

(94)

6,258

(48)

8,874

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

(5)

6,358

15,232

(6)

4,146

514

3,142

(21)

(446)

(461)

599

37

0

0

(249)

387

(375)

8

(2,708)

32

(275)

1,901

(1,417)

0

0

0

0

0

(1)

(1,031)

7,389

6,358

 
 
40

CONSOLIDATED 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, 2015

30,183,484

30,183

7,751

(93)

(22,438)

Total comprehensive income

Issue of new shares

1,500,000

Balance December 31, 2015

31,683,484

1.500

31,683

55

7,806

O T H E R   R E S E R V E S

5

(2,174)

(56)

(93)

(22,433)

2,118

Balance January 1, 2014

30,183,484

30,183

7,751

Total comprehensive income

Balance December 31, 2014

30,183.484

30,183

7,751

(93)

(93)

(15,796)

(6,642)

(22,438)

(2,137)

37

2,174

(17,577)

(51)

(1,555)

19,081

24,182

(6,605)

17,577

Consolidated Financial Statements 
 
 
 
 
 
 
 
 
 
 
 
 
 
41

in EUR thousand

Common shares

(Number shares)

Subscribed

capital

Capital reserve

 Conversion
reserve

Cumulative
profit/loss

Cumulative
currency differences

Total 
shareholders´equity

O T H E R   R E S E R V E S

Balance January 1, 2015

30,183,484

30,183

7,751

(93)

(22,438)

Total comprehensive income

5

(2,174)

(56)

Issue of new shares

1,500,000

Balance December 31, 2015

31,683,484

1.500

31,683

55

7,806

(93)

(22,433)

2,118

Balance January 1, 2014

30,183,484

30,183

7,751

Total comprehensive income

Balance December 31, 2014

30,183.484

30,183

7,751

(93)

(93)

(15,796)

(6,642)

(22,438)

(2,137)

37

2,174

(17,577)

(51)

(1,555)

19,081

24,182

(6,605)

17,577

CONSOLIDATED FINANCIAL STATEMENTS 
 
 
 
 
 
 
 
 
03

Notes to the  
Consolidated Financial 
Statements

45 
49  
55  
61  

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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N OT E S TO T H E  CO N S O L I DAT E D  F I N A N C I A L  S TAT E M E N T S

03Notes to the Consolidated Financial Statements

45

GENERAL DISCLOSURES

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  07743  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 number HRB 209419.

Intershop is a leading independent provider of omni-channel commerce solutions. Intershop offers high-
performance packaged software for internet sales, complemented by all necessary services. 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, 2015, the Company had cash and cash equivalents of EUR 15.2 million 
(December 31, 2014: EUR 6.4 million). The equity ratio as of the balance sheet date was 58% (previous year: 
70%). The Company‘s financial liabilities to banks totaled EUR 5.9 million on the balance sheet date (prior 
year: EUR 0 million). We refer to the statements in the Group Management Report.

Accounting principles (compliance statement)

In  fiscal  year  2015,  INTERSHOP  Communications  AG  prepared  its  consolidated  financial  statements  in 
accordance  with  the  International  Financial  Reporting  Standards  (IFRSs)  issued  by  the  International 
Accounting 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 the Company for 2015 (January 1, 2015 to December 31, 2015) 
were  prepared  in  accordance  with  the  International  Financial  Reporting  Standards  (IFRSs)  valid  at  the 
balance sheet date, which include standards (IFRS, IAS) adopted by IASB, and the Interpretations (IFRIC, 
SIC) issued by the International Financial Reporting Interpretations Committee (IFRIC IC), as adopted by 
the EU.

The 2015 fiscal year was the first year in which the adoption of the following financial reporting standards 
and interpretations became mandatory:
 •
 •

 IFRIC 21 „Levies“
 Improvements to IFRSs 2011-2013 

IFRIC 21 clarifies when a Company is required to enter an obligation to submit a public levy as a liability. This 
provision is applied for the first time to reporting periods starting on June 17, 2014. This does not have any 
effects on Intershop‘s assets, financial and earnings position. The annual improvements of IFRS for the 2011-
2013 cycle also include changes to IFRS 1, IFRS 3, IFRS 13 and IAS 40. These changes did not have any effect 
on the consolidated financial statements.    

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, or which the Euro-
pean Union has not fully adopted in European law. The Company has decided not to adopt these Standards 
prior to their effective date and this is also not planned for the future:

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46

IFRS
IAS 19
Improvements

IAS 1
IFRS 11
IFRS 14
IAS 16, IAS 38
Amendments IFRS 10, 
12, IAS 28
Amendment IAS 27
IAS 7
IAS 12
IFRS 15
IFRS 9
IFRS 16

Change
Performance-based plans: Employee contributions
Improvements to IFRSs 2010-2012 
Improvements to IFRSs 2012-2014 
Initiative for the improvement of disclosure requirements
Accounting for joint operations 
Regulatory Deferral Accounts
Clarification of admissible depreciation methods
Investment entities: Application of the consolidation exception, contri-
bution to an associate
Equity method
Statement of Cash Flows
Income Taxes
Revenues from contracts with customers
Financial instruments
Property, Plant and Equipment

Amendment for 
fiscal year as of
02/01/2015
02/01/2015
01/01/2016
01/01/2016
01/01/2016

01/01/2016

01/01/2016
01/01/2016
01/01/2017
01/01/2017
01/01/2018
01/01/2018
01/01/2019

The  amendments  to  IAS  1 „Initiative  to  Improve  Reporting  Requirements“  are  designed  to  remove  the 
obstacles perceived by those who prepare the financial statements when exercising their discretion for 
the presentation of the financial statements. This will not have any effect on Intershop‘s assets, financial 
and earnings position. It may result in changes to the information included in the Notes in the future. At 
this time, Intershop is reviewing the impact of the standard. The published IFRS 15 „Revenue from Con-
tracts with Customers“ replaces the current IFRS provisions regarding the recognition of revenue IAS 18 
and IAS 11, with the objective of combining the large number of provisions currently contained in various 
standards and interpretations into a uniform model for the recognition of revenue. The standard provides 
for a five-step model that is used to determine the amount of revenue and the time at which it is reco-
gnized. The concrete impact of IFRS 15 and the other aforementioned standards on the net assets, finan-
cial and earnings position, along with the presentation of the group, must still be reviewed.

Financial reporting for fiscal year 2015 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. The balance sheet is organized 
in accordance with the maturity of the assets and debt. Assets and debt are considered current if they are 
due, or are supposed to be sold, within one year.

On March 1, 2016, the Management Board of INTERSHOP Communications AG authorized the submission 
of these IFRS consolidated financial statements to the Supervisory Board. 

Notes to the Consolidated Financial Statements47

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 reporting. 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 particu-
lar, 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 and full services. In fiscal year 2015, other provi-
sions amounted to a total of EUR 497 thousand (previous year: EUR 344 thousand). The corresponding expense 
entries were recognized in the Consolidated Statement of Comprehensive Income under general administra-
tion  costs  and  cost  of  revenues.  Goodwill  is  tested  for  impairment  using  the  test  described  in  the  section 
entitled „Impairment of assets.“ No impairments were necessary in fiscal years 2015 and 2014. Please refer to 
the “Revenues” section in the chapter entitled “Accounting Policies” for information on estimating revenues.

Basis of consolidation

As of December 31, 2015, the companies included in consolidation consisted of, apart from the parent 
company, the subsidiaries Intershop Communications, Inc., Intershop Communications Australia Pty Ltd., 
Intershop Communications Asia Limited, The Bakery GmbH, Intershop Communications Ventures GmbH, 
Intershop Communications SARL and Intershop Communications LTD. 
The non-operating subsidiary Intershop Communications Nordics AB was liquidated in December 2015 
and deconsolidated. The deconsolidation process resulted in expenses of EUR 1 thousand, which were 
entered under other operating expenses.  

The following list shows the subsidiaries of Intershop Communications AG and the Company’s respective 
interest as of December 31, 2015: 

Interest 
(in %)

Equity*
(in EUR thousand)

Annual result**

(in EUR thousand)

 Intershop Communications, Inc., San Francisco, USA

 Intershop Communications Australia Pty Ltd.,  
Melbourne, Australia

 Intershop Communications Asia Limited,  
Hong Kong, China

The Bakery GmbH, Berlin, Germany

 Intershop Communications Ventures GmbH,  
Jena, Germany

 Intershop Communications SARL, Paris, France

 Intershop Communications LTD, Romsey,  
United Kingdom

100

100

100

100

100

100

100

(1,266)

606

44

(3,843)

(1,311)

(263)

(174)

* Equity as of December 31, 2015 is translated at the exchange rate as of the reporting date

** Net income/loss for fiscal year 2015 is translated at the average annual rate

264

196

6

(118)

970

(7)

6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
48

The subsidiary Intershop Communications LTD in the UK utilized the provision for an exemption from the 
audit of the annual financial statements pursuant to 479A of the Companies Act 2006. 

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. INTERSHOP Communications 
AG controls an entity when it is exposed to fluctuating returns from its activities in the entity, or owns the 
rights to these returns, and can influence them through the entity using its control.  A company is included 
in the consolidated financial statements from the date on which control passes to the Intershop Group. 
Deconsolidation usually occurs on the date control passes to a third party or on the date the subsidiary is 
liquidated.

SUBSIDIARIES

Acquisition accounting for companies acquired from third parties is performed as of the date of acquisi-
tion using the purchase method of accounting. Under this method, the assets acquired and liabilities assu-
med are measured at their acquisition-date fair value. Any remaining positive difference between acqui-
sition price and fair value is capitalized as goodwill. Any negative difference is immediately recognized 
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 accordance 
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.

Foreign currency translation

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  diffe-
rences 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 trans-
action. Nonmonetary items denominated in foreign currency are measured at historical exchange rates. 
Differences 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 los-
ses were EUR 180 thousands (2014: EUR 75 thousands).

Notes to the Consolidated Financial Statements 
49

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, 2015 Dec. 31, 2014

2015

United States

Australia

Hong Kong 

United Kingdom

USD

AUD

HKD

GBP

1.09

1.49

8.45

0.74

1.22

1.49

9.43

0.78

1.11

1.48

8.59

0.72

2014

1.33

1.47

10.33

0.81

ACCOUNTING POLICIES

The accounting policies are applied uniformly throughout the Intershop Group and to all periods reported 
in the consolidated financial statements.

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”.

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 recognized in the income 
statement and not reversed in subsequent periods.

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 sufficient tech-
nology, 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 established; 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 reaso-
nably 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS50

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:

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 que-
stion 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 dis-
counted 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 2015 and 2014. In the 
case of reversals 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 
impairment losses must be recognized immediately in profit or loss. No such reversals were performed in 
2015 and 2014.
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 carrying 
amount at December 31, 2015: EUR 4,473 thousand, recoverable amount: EUR 15,451 thousand). For the 
goodwill the relevant cash-generating unit is the Europe segment excluding full-service business areas. As 
a first step, the carrying amount of the cash generating unit is compared with their value in use. The total 
of the carrying amount 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 second 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 unit, the net cash flows were calculated for 2016 to 2019 and a per-
petual annuity (without growth rate) was calculated for the period beginning 2020. The calculations are 
based on the corporate planning for the period from 2016 to 2019 approved by Intershop’s management; 
this planning 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 discount rate after tax of 10.96% (WACC before tax: 16.02%). No impairment losses on goodwill were 
reported in 2015 and 2014. Impairment losses on goodwill are not reversed. A change in the discount rate 
by one percentage point or a reduction in cash flows by up to 50% compared to the budget would not 
have any effect on the result of the test.

Notes to the Consolidated Financial Statements51

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 equi-
valents 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 negative, 
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 measurement is 
reported in the income statement under other operating income or expenses. Held-to-maturity finan-
cial 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 recognition, 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-deri-
vative 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 effec-
tive interest method, with the exception of financial liabilities at fair value through profit or loss. 
Currently, Intershop’s financial assets are trade receivables. Financial liabilities are comprised of liabilities 
to banks in the form of interest-bearing bank loans. 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 ini-
tial 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 
52

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 allo-
wances  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 revie-
wed, 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. Restricted cash is reported sepa-
rately (see section entitled „Cash and cash equivalents“).

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 
occurrence 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 liabi-
lities, and trade accounts payable after one year are noncurrent liabilities.

Financial liabilities

When they are first recognized, financial liabilities are entered at the fair value less transaction costs. They 
are subsequently measured at amortized cost using the effective interest method. 

Income and expense recognition

Revenues are divided into the main groups product revenues and service revenues as of the 2015 fiscal 
year. Product revenues include licensing revenues and sales revenue from maintenance. Service revenues 
include revenues from consulting and training, full-service revenue and other revenue. Other income con-
sists solely of the online marketing revenues generated in the past years by subsidiary SoQuero GmbH, 
which  was  sold  in  2014,  and  the  revenues  from  the  TheBakery  business  of  the  subsidiary  The  Bakery 
GmbH. Until now, the Company‘s revenues had been organized into the following main groups: revenue 
from software licenses and services, which include the revenue from maintenance, consulting and trai-
ning, online marketing, full service and TheBakery business. This change is based on the renewed focus 
on the product business, which was implemented in 2014. Since the sale of licenses is normally followed 
by maintenance costs, the reorganization now better depicts actual business activities and the revision of 
the product portfolio.   

Notes to the Consolidated Financial Statements53

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 resul-
ting 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. Intershop also enters revenues from 
the provision of SaaS products (software as a services products) as license income. In that case, customers 
may only use the software over the contractually agreed contract term. The resulting revenues are realized 
over the term of the contract.

Some of the Company’s software arrangements additionally include implementation services sold separa-
tely 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 
of services from other vendors, timing of payments, and impact of milestones or acceptance criteria on the 
collectibility of the software license fee.

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 and full service area. If 
Intershop does not have a sufficient basis to measure progress towards completion, revenue is recognized 
when the Company 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 esti-
mated 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS54

Cost of revenues

The cost of revenues includes the costs incurred in generating revenues. They include in particular all costs 
for consulting, maintenance, training, full-service, and also The Bakery and online marketing activities in 
the previous years. The cost of revenues for licenses also includes the amortization of capitalized software 
development costs.

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 
provides in principle for grants to be recognized as income over the periods in which the related costs are 
recognized. If all the conditions have been complied with, the Company reports non-repayable income 
subsidies as “other operating income”.

Income taxes

In accordance with IAS 12, deferred taxes are recognized for all temporary differences between the car-
rying 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 
taxable 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 information 
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 outstanding 
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 securi-
ties 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. 

Notes to the Consolidated Financial StatementsNOTES TO THE INDIVIDUAL BALANCE SHEET ITEMS

(1) INTANGIBLE ASSETS

in EUR thousand

Software

Internally 
developed 
software

Other  
intangi-
ble assets

Goodwill

Total

55

Costs of purchase

Balance at January 1, 2014

1,099

15,375

1,812

24,851

43,137

Additions

Disposals

Disposals in the  
consolidated group

Currency translation differences

74

(37)

(2)

0

2,601

0

0

0

33

0

(33)

0

0

(754)

0

0

2,708

(791)

(35)

0

Balance at December 31, 2014

1,134

17,976

1,812

24,097

45,019

Additions

Disposals

Currency translation differences

35

(42)

 0

2,133

 0

 0

 0

 0

 0

 0

 0

 0

2,168

(42)

0

Balance at December 31, 2015

1,127

20,109

1,812

24,097

47,145

Amortization, write-downs, and impairment losses

Balance at January 1, 2014

Additions

Disposals

Disposals in the  
consolidated group

Currency translation differences

952

109

(29)

(1)

0

9,645

3,456

0

0

0

1,812

19,624

32,033

1

0

(1)

0

0

0

0

0

3,566

(29)

(2)

0

Balance at December 31, 2014

1,031

13,101

1,812

19,624

35,568

Additions

Disposals

Currency translation differences

55

(1)

 0

2,826

 0

 0

 0

 0

 0

 0

 0

 0

2,881

(1)

0

Balance at December 31, 2015

1,085

15,927

1,812

19,624

38,448

Net carrying amount at 
December 31, 2014

Net carrying amount at 
December 31, 2015

103

4,875

42

4,182

0

0

4,473

9,451

4,473

8,697

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
56

“Internally developed software” includes capitalized software development costs for continued develop-
ment of Intershop’s software. Of the amortization, write-downs and impairment losses on intangible assets 
recognized in the Statement of Comprehensive Income, EUR 2.834 thousand (2014: EUR 3,482 thousand) 
are included in the cost of revenues, EUR 22 thousand (2014: EUR 33 thousand) in research and deve-
lopment expenses, EUR 1 thousand (2014: EUR 6 thousand) in the Sales and Marketing costs as well as  
EUR 24 thousand (2014: EUR 45 thousand) in general and administrative costs. With the exception of good-
will, there are no intangible assets with indefinite useful lives. 

(2) PROPERTY, PLANT, AND EQUIPMENT

in EUR thousand

Costs of purchase

Balance at January 1, 2014

Additions

Disposals

Disposals in the consolidated group

Currency translation differences

Balance at December 31, 2014

Additions

Disposals

Currency translation differences

Balance at December 31, 2015

Depreciation, write-downs,  
and impairment losses

Balance at January 1, 2014

Additions

Disposals

Disposals in the consolidated group

Currency translation differences

Balance at December 31, 2014

Additions

Disposals

Currency translation differences

Balance at December 31, 2015

Net carrying amount at  
December 31, 2014

Net carrying amount at  
December 31, 2015

Computer 
equipment

Office and 
operating 
equipment

Leasehold 
improve-
ments

Total

2,564

150

(230)

(77)

16

2,423

129

(125)

15

2,442

2,032

367

(213)

(52)

13

2,147

222

(122)

13

2,260

276

182

1,646

124

(37)

(102)

6

1,637

18

(60)

5

281

4,491

0

0

0

1

282

0

0

0

274

(267)

(179)

23

4,342

147

(185)

20

4,324

1,600

282

1,170

263

3,465

211

(23)

(62)

4

1,300

178

(59)

4

1,423

337

177

1

0

0

0

264

15

0

0

279

18

3

579

(236)

(114)

17

3,711

415

(181)

17

3,962

631

362

Of  depreciation,  write-downs  and  impairment  losses  on  property,  plant  and  equipment  recognized  in 
the Statement of Comprehensive Income, EUR 171 thousand (2014: EUR 252 thousand) are included in 
the cost of revenues, EUR 96 thousand (2014: EUR 146 thousand) in research and development expenses,  
EUR 36 thousand (2014: EUR 44 thousand) in marketing and sales expenses as well as EUR 112 thousand 
(2014: EUR 137 thousand) in general and administrative expenses.

Notes to the Consolidated Financial Statements 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
57

(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 5,338 thousand (2014: EUR 6,737 thousand) and due within 
one year (current assets). Thereof, total receivables of EUR 4,477 thousand (2014: EUR 5,317 thousand) 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, 2015
2,776

Dec. 31, 2014
4,392

1,059
642
4,477

329
596
5,317

As of December 31, 2015, trade receivables of EUR 166 thousand were past due but were not impaired 
(December 31, 2014: EUR 879 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, 2015

Dec. 31, 2014

75

29

62

166

226

481

172

879

Specific allowances are recognized after 90 days. As regards the trade receivables due or not yet due at 
the balance sheet date, it is not expected that the customers will fail to fulfill their payment obligations.

As of December 31, 2015, impairment losses amounting to EUR 41 thousand (2014: EUR 82 thousand) have 
been recognized. 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

2015

82

24

(19)

(46)

0

41

2014

1,096

(20)

(1,029)

35

0

82

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
58

(4) OTHER RECEIVABLES AND OTHER ASSETS

Other  noncurrent  assets  in  the  amount  of  EUR  50  thousand  (2014:  EUR  45  thousand)  comprise  rental  
security deposits. 

Other current receivables and current assets include the following items:

in EUR thousand

Prepayments
Other tax receivables
Gross amount due from customers for contract work
Receivables from Agentur für Arbeit [German Labor Agency]
Receivables from employees and former employees
Other

Dec. 31, 2015
320
33
9
0
1
121
484

Dec. 31, 2014
469
99
0
84
5
76
733

The item „gross amount due from customers for contract work“ item involves one order with a total volume 
of EUR 25 thousand. In 2015, revenue of EUR 22 thousand was realized from this project. This was measured 
based on the stage of completion of the project using the percentage of completion method. The costs 
amounted  to  EUR  17  thousand.  This  fixed-price  project  resulted  in  a  contribution  to  earnings  of  EUR  5 
thousand. Payments on account in the amount of EUR 13 thousand were offset against the production order.

(5) CASH AND CASH EQUIVALENTS

Cash and cash equivalents include current cash and cash equivalents, as well as current and noncurrent 
restricted cash.

in EUR thousand

Restricted cash – non-current
Restricted cash – current

Cash and cash equivalents
Total cash

Dec. 31, 2015
1,200
375
1,575
15,232
16,807

Dec. 31, 2014
0
375
375
6,358
6,733

Cash and cash equivalents include balances at various credit institutions that are available at any time, as 
well as cash on hand and checks. Current restricted cash includes released cash from a collateral amount 
in connection with the disposal of subsidiary SoQuero GmbH. Long-term payment resources with restric-
tions on disposal refer to the pledged amount from the approval of the bank loan. The pledge is reduced 
proportionally with repayment of the loan. 

(6) EQUITY

The development of INTERSHOP Communications AG‘s equity is shown in the statement of equity.

Notes to the Consolidated Financial Statements59

SUBSCRIBED CAPITAL

As  of  December  31,  2015,  the  subscribed  capital  amounted  to  EUR  31,683,484  and  is  divided  into 
31,683,484 no-par value bearer shares, all of which have been fully paid. There are no restrictions on the 
voting rights. As of December 31, 2014, the subscribed capital amounted to EUR 30,183,484. The change 
in the subscribed capital by a total of EUR 1,500,000 is attributable to the issuance of new shares from the 
Authorized Capital I, as below:

in EUR

Balance at January 1

Capital increases from authorized capital

Balance at December 31

2015

2014

30,183,484

30,183,484

1,500,000

0

31,683,484

30,183,484

On the balance sheet date, Sterling Fund Management, LLC, through its controlled companies Sterling 
Partners IV, LLC, SC Partners IV, L.P., Sterling Capital Partners IV, L.P., Blue Eagle GP, LLC, Blue Eagle Holdings, 
L.P., Blue Eagle II GP, LLC, Blue Eagle Holdings II, L.P., Blue Eagle III GP, LLC, Blue Eagle Holdings III, L.P., GSI 
Commerce, Inc. and eBay Enterprise Inc. (formerly GSI Commerce Solutions Inc.) held 24.90%, Axxion S.A. 
6.13% and Shareholder Value Management AG 3.05% of shares in INTERSHOP Communications AG. Infor-
mation regarding the participating interests is based on the notifications pursuant to section 21 (1) WpHG 
submitted by the Company according to section 26 (1) WpHG regarding changes to voting rights during 
the 2015 fiscal year. As of the balance sheet date, the free float of INTERSHOP Communications AG comes 
to 65.92%.

AUTHORIZED CAPITAL

As of December 31, 2015, the Company had a total of EUR 6,000,000 in authorized capital (December 
31, 2014: EUR 7,500,000). 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 6,000,000 against cash contributions (Authorized Capital I). The Management 
Board‘s authorization is valid until July 21, 2016. The Management Board is authorized, subject to appro-
val by the Supervisory Board, to suspend the stockholders‘ subscription rights in certain cases. Due to a 
cash capital increase, the Authorized Capital I was reduced by EUR 1,500,000 during the 2015 fiscal year. 

CONDITIONAL CAPITAL

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

CAPITAL INCREASE IN THE 2015 FISCAL YEAR

During the 2015 fiscal year, the Company implemented a capital increase in utilization of the Authorized 
Capital I. By excluding the pre-emptive rights of shareholders, 1,500,000 new no-par value bearer shares 
were issued to institutional investors at a price of EUR 1.10. This change was entered in the commercial 
register  on  September  24,  2015. The  issued  shares  include  the  same  rights  as  the  other  issued  shares. 
Intershop received cash and cash equivalents of EUR 1,650 thousand as a result of the capital increase. 
The transaction costs came to EUR 94 thousand.  No capital increases were implemented in the prior year.

(6.1) CAPITAL RESERVE

The  capital  reserve  includes  expenses  from  stock  options  from  previous  years  as  well  as  amounts  in 
excess of the par value generated from the issue of shares, less the transaction costs for capital increases.  
Please see Statement of Change in Equity for details.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
60

(6.2) OTHER RESERVES

Other  reserves  include  a  conversion  reserve,  reserves  from  cumulative  gains/losses,  and  cumulative 
currency translation differences. The conversion reserve includes the expense from stock options that rela-
ted 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 2,066 thousand (2014: EUR 1,670 thousand).

(8) LIABILITIES TO BANKS

Liabilities to banks are broken down as follows:

in EUR thousand

Liabilities to banks - non-current
Liabilities to banks - current

Dec. 31, 2015
4,949
1,000
5,949

Dec. 31, 2014
0
0
0

In June 2015, the Company concluded a loan agreement for EUR 6,000 thousand with Sparkasse Jena-
Saale-Holzland; the loan was disbursed in July. The term of the loan is six years, with a fixed interest rate 
of  4.5%  p.a.  over  the  entire  term. The  contractually  agreed  repayment  amount  is  EUR  1,000  thousand  
annually. It was also agreed that annual unscheduled payments would not incur a prepayment penalty. 
The loan is secured with an indemnity bond covering 80% of the loan amount from the state of Thuringia, 
a blanket assignment of customer receivables from deliveries and services, and the approval of a distribu-
tion license for the Intershop software. In addition, EUR 1.2 million of the loan sum is pledged; the pledge 
will be reduced proportionally with repayment of the loan. 

(9) OTHER LIABILITIES

Other liabilities consist only of current liabilities and comprise:

in EUR thousand

Liabilities to employees

Dec. 31, 2015

Dec. 31, 2014

1,095

1,028

Liabilities from outstanding vacation entitlement

Other VAT and wage tax liabilities

Liabilities to the Occupational Health and Safety Agency

Other liabilities relating to social security benefits

Liabilities from advance payments received

Miscellaneous other liabilities

559

465

104

87

36

307

540

756

132

84

0

327

2,653

2,867

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  maintenance 
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 current provisions amounted to EUR 497 thousand (2014: EUR 344 thousand).

Notes to the Consolidated Financial Statements 
 
61

The following table shows the development of other current provisions:

in EUR thousand

Balance at January 1, 2015

Additions

Utilization

Reversal

Currency adjustments

Balance at December 31, 2015

Litigation risks

Other

18

0

0

(18)

0

0

326

460

(285)

(8)

4

497

Total

344

460

(285)

(26)

4

497

Miscellaneous  other  provisions  relate  to  provisions  for  the  Stockholders‘  Meeting,  pending  losses  from 
projects and guarantee. 

NOTES TO THE INDIVIDUAL ITEMS OF THE STATEMENT OF COMPREHENSIVE INCOME

(12) REVENUES

Revenues of EUR 42,721 thousand (2014: EUR 46,175 thousand) are divided into product revenues and 
service revenues, as follows:

in EUR thousand

Licenses

Maintenance

Product Revenues

Consulting/Training

Full Service

Other revenues

Service Revenues

Total Revenues

2015

9,328

8,071

17,399

19,340

5,982

0

25,322

42,721

2014

6,174

7,493

13,667

22,986

5,630

3,892

32,508

46,175

Other income in the prior year includes the online marketing revenues (EUR 3,232 thousand) generated in 
the past year by subsidiary SoQuero GmbH, which was sold in 2014, and revenues from the subsidiary The 
Bakery GmbH, whose operating business was sold in 2014.

(13) COST OF REVENUES

Cost  of  revenues  is  divided  into  cost  of  product  revenues  and  cost  of  service  revenues  analogous  to  
revenues; these costs are broken down as follows:

in EUR thousand

Licenses
Maintenance

Cost of revenues - Product
Consulting/Training
Full Service
Other cost of revenue
Cost of revenues - Services
Total cost of revenues

2015
3,444
1,811
5,255
12,843
5,518
0
18,361
23,616

2014
3,468
1,754
5,222
16,088
4,956
3,196
24,240
29,462

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS62

The cost of revenues for licenses in the amount of EUR 3,444 thousand (2014: EUR 3,468 thousand) pri-
marily  include  the  amortization  of  software  development  costs.    Other  costs  of  revenues  in  the  prior 
year include the cost of revenue for the sold subsidiary SoQuero GmbH (EUR 1,760 thousand) and the  
subsidiary The Bakery GmbH.

(14) RESEARCH AND DEVELOPMENT EXPENSES

Research and development expenses comprise all expenses attributable to R&D activities, with person-
nel expenses accounting for the majority of this item. The increase in research and development costs 
from EUR 5,113 thousand to EUR 5,801 thousand is mainly the result of higher expenditures for in-house 
development projects in the 2015 fiscal year. Please see section “Research and Development” in the Group 
Management Report.

(15) SALES AND MARKETING EXPENSES

Sales and marketing expenses consist mainly of 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 fell by 28% from EUR 11,872 thousand to EUR 8,504 thousand due 
to lower personnel expenses and optimized marketing activities. The share of sales and marketing expenses 
to total revenue was 20% (2014: 26%).

(16) 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 admini-
strative expenses declined by 13% from EUR 5,698 thousand to EUR 4,962 thousand.

(17) OTHER OPERATING INCOME

Other operating income is composed of the following items: 

in EUR thousand

Income from currency translation gains

Income from the disposal of consolidated companies

Income from government grants

Miscellaneous

2015

346

0

0

343

689

Income from currency gains of EUR 346 thousand is attributable to financial instruments. 

(18) OTHER OPERATING EXPENSES

Other operating expenses relate to the following items:

in EUR thousand

Currency translation losses

Other taxes

Income from the disposal of consolidated companies

Expenses from loss of receivables/value adjustments

Miscellaneous

2015

166

62

1

0

130

359

2014

230

1,017

11

252

1,510

2014

155

90

0

1,516

54

1,815

Expenses from currency translation losses of EUR 166 thousand were attributable to financial instruments. 

Notes to the Consolidated Financial Statements63

(19) INTEREST INCOME AND INTEREST EXPENSES

Interest income of EUR 30 thousand (2014: EUR 37 thousand) consists primarily of interest on bank balances. 
Interest expenses amounted to EUR 179 thousand (2014: EUR 31 thousand), and are mainly the result of 
interest expenses for liabilities to banks for the 2015 fiscal year, and from subsequent tax payments. 

(20) INCOME TAXES

Income tax liabilities on the balance sheet date amounted to EUR 141 thousand (2014: EUR 150 thousand) 
and relate to domestic income taxes from prior years as well as foreign income taxes for 2015. 

The Company recognizes and measures income taxes using the balance sheet liability method in accor-
dance with IAS 12. Deferred taxes are calculated at the respective national income tax rates. The calcu-
lation of deferred taxes for the domestic companies for December 31, 2015 was based on a corporate 
income  tax  rate  of  15%  (2014:  15%)  plus  the  solidarity  surcharge  of  5.5%  (2014:  5.5%)  and  an  effective 
expected trade tax rate of 15.76% (2014: 15.76%).

The Group‘s income taxes are broken down as follows:

in EUR thousand

Current taxes

Abroad

Germany

Deferred taxes

Abroad

Germany

2015

2014

292

2

(19)

(261)
14

243

186

(63)

7
373

The Group tax rate of 31.584% applicable in fiscal year 2015 (2014: 31.584%) was multiplied by IFRS ear-
nings 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 expense/tax income
Effects of changes in tax rates and different rates  
of foreign taxation
Effects of non-recognition of deferred taxes or  
utilization of tax losses

Permanent effects, tax refunds

Taxes of prior years

Effects of changes in basis of consolidation and others
Income taxes

2015

19

31.584%

6

214

(601)

374

30

(9)
14

2014

(6,269)

31.584%

(1,980)

34

2,067

227

27

          (2)
373

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
64

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

Inventories

Offset

Deferred tax liabilities after offset 

Net deferred tax assets

2015

2,402

149

2,551

(1,321)

1,230

1,321

0

1,321

(1,321)

0

1,230

2014

2,393

114

2,507

(1,557)

950

1,540

17

1,557

(1,557)

0

950

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, 2015 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, 2015, the Company had net loss carryforwards for tax reporting purpo-
ses in various tax jurisdictions as follows:

in EUR thousand

U.S. Federal

U.S. State

German corporate income tax

German municipal trade tax

Other

2015

110,616

99,220

179,509

173,629

425

2014

101,654

92,160

182,658

177,795

424

U.S. federal and state net operating loss carryforwards expire in various fiscal periods through 2034. The 
change is mainly the result from currency translation and the utilization. The loss carryforwards for German 
income taxes relate to corporate income taxes and trade taxes, and can be carried forward indefinitely. The 
change in German loss carryforwards results from the findings of the company audit 2007-2012, and from 
the utilization of the year 2015. With regard to the remaining loss carryforwards, no deferred tax assets 
were  entered  for  corporate  tax  purposes  in  the  amount  of  EUR  171,932  thousand  (2014:  EUR  175,082 
thousand)  and  for  trade  taxes  in  the  amount  of  EUR  166,053  thousand  (2014:  EUR  170,218  thousand). 
Deferred taxes on foreign loss carryforwards were not recognized.

Notes to the Consolidated Financial Statements 
65

(21) 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 and diluted earnings per share  
(earnings after tax)

Weighted average number of ordinary shares used to calculate 
basic and diluted earnings per share

Earnings per share (basic/diluted) (in EUR)

2015

2014

5

(6,642)

30,588

0.00

30,588

(0.22)

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. If a basic result 
and diluted result are the same, this may be disclosed in one row as per IAS 33.67. In accordance with IAS 
33.64 the calculation of the number of shares was adjusted retrospectively for the prior year. 

NOTES TO THE CASH FLOW 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 noncash income and expenses, and of the changes in operating 
assets and liabilities compared with last year‘s balance sheet. 

Cash inflow from operating activities improved significantly to EUR 4,967 thousand in 2015, compared 
to a cash inflow of EUR 387 thousand in 2014. This increase is mainly due to the improved result. Non-
cash  impairment  losses  decreased  to  EUR  3,296  thousand  (2014:  EUR  4,146  thousand).  Cash  outflows 
from investing activities increased from EUR 1,417 thousand in the prior year to EUR 2,302 thousand. The 
payments for investments in intangible assets included in this figure declined by EUR 540 thousand to  
EUR  2,168  thousand.  In  contrast,  the  prior  year‘s  period  was  characterized  by  inflows  from  the  sale  of 
subsidiary SoQuero GmbH. Cash flows from financing activities amounted to EUR 6,258 thousand (2014:  
EUR 0 thousand), and are the result of a new bank loan and a capital increase. We refer to the statements 
in the sections „(6) Equity capital“ and „(8) Liabilities to banks“. The total net inflow for the 2015 fiscal year 
was EUR 8,874 thousand compared to a cash outflow of EUR 1,031 thousand in the prior year. On the 
balance  sheet  date,  Intershop  had  freely  available  cash  and  cash  equivalents  of  EUR  15,232  thousand  
(December 31, 2014: EUR 6,358 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS66

OTHER DISCLOSURES

Segment reporting

Segment reporting as of December 31, 2015

in EUR thousand

Revenues from external customers

Europe

USA

Asia/
Pacific

Consoli-
dation

Group

Product Revenues 

11,948

4,250

1,201

Licenses

Maintenance

5,703

6,245

3,068

1,182

557

644

Service Revenues

15,994

4,776

4,552

Consulting and training

Full Service

11,738

4,249

4,256

527

3,353

1,199

Total revenues from external customers

27,942

9,026

5,753

0

0

0

0

0

0

0

17,399

9,328

8,071

25,322

19,340

5,982

42,721

Intersegment revenues

310

82

484

(876)

0

Total revenues

Cost of revenues

Gross profit

28,252

9,108

6,237

(876)

42,721

15,445

4,983

3,188

12,497

4,043

2,565

Operating expenses, operating income

12,385

3,996

2,556

Result from operating activities

112

47

9

Financial result

Earnings before tax

Income taxes

Earnings After Tax

Assets

Depreciation and amortization

21,561

6,956

2,156

695

4,451

445

0

0

0

0

0

0

23,616

19,105

18,937

168

(149)

19

(14)

5

32,968

3,296

Notes to the Consolidated Financial Statements 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment reporting as of December 31, 2014

in EUR thousand

Revenues from external customers

Product Revenues 

Licenses

Maintenance

67

Europe

USA

Asia/
Pacific

Consoli-
dation

Group

11,043

1,714

5,007

6,036

789

925

910

378

532

Service Revenues

18,408

9,079

5,021

Consulting and training

Full Service

Other revenues

10,741

8,180

3,775

3,892

899

0 

4,065

956

0 

Total revenues from external customers

29,451

10,793

5,931

Intersegment revenues

723

60

266

(1,049)

0

Total revenues

Cost of revenues

Gross profit

30,174

10,853

6,197

(1,049)

46,175

18,797

6,894

3,771

10,654

3,899

2,160

Operating expenses, operating income

14,667

5,379

Result from operating activities

(4,013)

(1,480)

2,942

(782)

Financial result

Earnings before tax

Income taxes

Earnings After Tax

Assets

Depreciation and amortization

Noncash expenses

Noncash income

16,128

5,916

3,236

2,645

977

649

970

358

238

531

196

130

0

0

0

0

0

0

0

0

13,667

6,174

7,493

32,508

22,986

5,630

3,892

46,175

0

0

0

0

0

0

0

0

29,462

16,713

22,988

(6,275)

6

(6,269)

(373)

(6,642)

25,280

4,146

1,531

1,017

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 deter-
mined mainly by the different geographical regions in which business activities take place. In this context, 
Intershop distinguishes between the Europe, USA, and Asia-Pacific segments. The business segments that 
must be reported generated their revenues on the one hand from product revenues, which also include the 
sale of software licenses and associated maintenance. They also generated service revenues from the provi-
sion of various services that are divided into consulting and training and full service. In the prior year, service 
revenues also included other revenue (online marketing revenue and TheBakery business). The organization 
of revenues for the business segments that must be reported was adjusted in accordance with the presenta-
tion of revenues for the Group. We refer to the section „Revenues“ in „Accounting policies“. 

NOTES 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, Intershop Communications LTD and Intershop Communications SARL, in 
previous year SoQuero GmbH (until September 30, 2014) as well as The Bakery GmbH in Europe. The segment 
“USA” includes the sales activities of Intershop Communications Inc. mainly 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:
 • 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 recognized 
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 reve-

nues. 

 • 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 attributa-
ble 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 alloca-

ted to the individual regions. 

 • Noncash expenses in 2014 include the value adjustments. Noncash income in 2014 includes the income 
from the disposal of subsidiary SoQuero GmbH. There were no significant noncash income and noncash 
expenses in 2015.

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 opera-
ting segments produces the Group figures.

The  Company  is  domiciled  in  Germany.  Revenues  from  external  customers  that  were  generated  in  
Germany  amounted  to  EUR  16,279  thousand  (2014:  EUR  20,635  thousand).  Revenues  of  EUR  26,442 
thousand  (2014:  EUR  25,540  thousand)  were  recorded  from  external  customers  in  other  countries.  
EUR  8,853  thousand  (2014:  EUR  10,717  thousand)  of  these  revenues  was  attributable  to  customers 
in  the  USA Total  noncurrent  assets  excluding  deferred  taxes  amounted  to  EUR  10,214  thousand  (2014: 
EUR  9,999  thousand)  in  Germany  and  EUR  95  thousand  (2014:  EUR  128  thousand)  in  other  countries.  
The Company does not have any assets relating to financial instruments associated with pensions or rights 
arising from insurance contracts. During the fiscal year and prior year, there were no relations with indivi-
dual customers whose percentage of total sales was at least 10% of the group‘s total revenues.

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, 2015

Dec. 31, 2014

2,438

1,906

7

4,351

2,912

2,839

0

5,751

The  sum  of  future  minimum  payments  arising  from  subleases  amounted  to  EUR  319  thousand  (2014:  
EUR 441 thousand) as of the balance sheet date. Rental expense of EUR 2,454 thousand (2014: EUR 2,675 
thousand) was recognized in the income statement. Rental income amounted to EUR 796 thousand (2014: 
EUR 701 thousand), which was offset in full against rental expenses in both years. 

Litigations/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 contingency as an expense 
as they are incurred. 

The Company is asserting claims for payment from a contractual agreement from the year 2013. The contrac-
tual partner has filed a counter claim. The Company is defending itself against this and is of the opinion that 
the claims asserted by the contractual partner have no foundation based on the merits of the case and that the 
amount is also without justification. At this time, the proceedings have been suspended pursuant to section 
240 ZPO due to the insolvency of the contractual partner. The receivables were fully removed from the books 
in previous years. 

In July 2014, the Company was served with an annulment and rescission lawsuit by the shareholder GSI Com-
merce Solutions, Inc. who filed the suit before the Regional Court of Gera against the resolution of item 6 (special 
audit) which was adopted at the regular Stockholders‘ Meeting of June 12, 2014. The proceedings ended with a 
court settlement by way of conciliation proceedings pursuant to section 278 (6) ZPO on July 13, 2015. An inter-
venor has now objected to the validity of the settlement established by the court decision, and has submitted 
an application to continue the proceedings before the Gera Regional Court. The initially scheduled date for the 
conciliatory hearing was canceled, and a new date has not been scheduled. The Company expects that the 
court will confirm the validity of the settlement.  

In addition to the litigations described in detail, the Company is a defendant in various other actions arising 
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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
70

Financial instrument disclosures 

Intershop is exposed to certain risks with regard to its assets, liabilities, and transactions, in particular liquidity 
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 financial 
flexibility. The Group‘s overall strategy is unchanged compared to the prior year. The addition of debt has 
reduced the equity ratio by 12 percentage points compared to the prior year. In total, the capital structure 
has changed as follows, and is within the planning range:

in EUR thousand

Equity

Liabilities to banks

Trade accounts payable

Other liabilities

Equity ratio

Dec. 31, 2015

Dec. 31, 2014

19,081

17,577

5,949

2,066

5,872

58%

0

1,670

6,033

70%

as a % of  
previous year

9%

24%

-3%

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

CATEGORIES OF FINANCIAL INSTRUMENT

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, 2015

Dec. 31, 2014 

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

50

5,338

1,575

15,232

484

9

45

6,737

375

6,358

733

0

Notes to the Consolidated Financial Statements71

Dec. 31, 2015     

Dec. 31, 2014

Categories

Carrying amount

Carrying amount

in EUR thousand

Measurement

LIABILITIES

Trade payables

Liabilities to banks

Other current liabilities

Financial liabilities mea-
sured at amortized cost

Financial liabilities mea-
sured at amortized cost

of which financial liabilities measured  
at amortized cost

Carrying amount aggregated by measurement category

Loans and receivables

Financial liabilities measured at amortized cost

Net gain/loss per measurement category

Loans and receivables

Financial liabilities measured at amortized cost

2,066

5,949

2,653

1,275

1,670

0

2,867

150

2014

13,515

1,820

2014

6

0

2015

22,195

9,290

2015

18

(170)

With regard to the existing financial instruments, with the exception of liabilities to banks, the contractual 
maturities  of  most  of  the  existing  financial  instruments  are  within  one  year  of  the  balance  sheet  date. 
Therefore their book values on the balance sheet date correspond to the fair values. With regard to the 
liabilities to banks, the fair values are calculated as the present values of the payments associated with the 
liabilities, using market interest rates (on December 31, 2015: EUR 6,098 thousand). The calculation of the 
fair value of the financial liability for the purpose of providing information in the Notes was performed on 
the basis of Level 2 of the Fair Value Hierarchy (recognized DCF measurement method, using observable 
market parameters, in particular market interest rates).

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 receiva-
bles is also mitigated by the fact that the Company has a broad customer base. In addition, the Com-
pany 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  con-
tract. Appropriate allowances are also recognized. The value adjustments are particularly due to late pay-
ments  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.  

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS72

Particularly in the case of legal disputes with customers, there is an increased residual risk of further value 
adjustments in the following fiscal years, since the management‘s assessment of the outcome of the pro-
ceedings may deviate from the judicial decision. 
The  Company’s  cash  and  cash  equivalents  are  largely  invested  with  German,  U.S.  American  banks  and 
Australian 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 balance sheet.

LIQUIDITY RISK

The Company monitors the liquidity risk with regularly updated short- and medium-term financial planning 
activities. During the 2015 fiscal year, Intershop took out a bank loan of EUR 6,000 thousand, mainly to offset 
the seasonal fluctuations in the ongoing business and the preliminary financing of projects, and for marke-
ting and sales activities. Bank balances on the balance sheet date totaled EUR 16,807 thousand, including 
EUR 1,575 thousand with disposal restrictions and EUR 15,232 thousand of freely available balances. We also 
refer to the section on „(5) Cash and cash equivalents“.

The  following  table  shows  the  future  undiscounted  cash  flows  of  financial  liabilities  that  will  affect  the 
Company‘s future liquidity situation:

Financial liabilities  
(in EUR thousand) 

Non-current liabilities to banks

Current liabilities to banks

Trade accounts payable

Other current liabilities

 Carrying 
amount at 
Dec. 31, 2014 

 Cash flow 
in 2014

 Carrying 
amount at  
Dec. 31, 2015

 Cash flow 
in 2016 

Cash flow 
after 2016

0

0

1,670

2,867

0

0

1,670

2,327

4,949

1,000

2,064

1,275

0

1,296

2,064

1,275

5,683

0

0

0

INTEREST RATE RISK

An interest rate risk could arise from a change in market interest rates for medium- or long-term liabilities. 
Intershop does not incur an interest risk since the Company has a bank loan with a fixed interest rate over 
the term of the loan. 

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

2015

968

0

2014

717

0

2015

23

0

2014

117

0

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.

Notes to the Consolidated Financial Statements73

Earnings After Tax
USD

Earnings After Tax
AUD

2015

2014

2015

2014

(11)

14

(13)

16

0

0

0

0

 In EUR thousand

Change due to 10%  
appreciation of the euro

Change due to 10%  
depreciation of the euro

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  individual  shareholder  of  the  Company,  eBay  Enter-
prise Inc. owned 24.90% of the shares in Intershop as of the balance sheet date. 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. The  revenue  generated  with  the  participating  company  came  to  EUR  351 
thousand (2014: EUR 1,874 thousand). The income includes revenue from consulting and maintenance. As 
of December 31, 2015, there were no receivables and liabilities (2014: EUR 117 thousand in outstanding 
receivables). In 2014 and 2015, no deliveries or services were obtained from the participating company. 

With respect to the remuneration for Supervisory Board and Management Board members, please refer 
also to the remuneration report in the management report.

Disclosure requirements under German law

MEMBERS OF THE EXECUTIVE BODIES

The Management Board comprised in 2015 the following members:

Last name

Function

Dr. Jochen Wiechen

CEO

Term of office

since 08/01/2013  
(CEO since 09/01/2015)

Axel Köhler

Jochen Moll

Member of the Management Board

since 09/01/2015

Spokesman of the Management Board

04/01/2012 - 08/31/2015

Ludwig Lutter

Member of the Management Board

04/01/2011 – 06/30/2015

The Supervisory Board comprised the following members in 2015:

Last name

Function

Term of Office

Dr. Herbert May

Chairman of the Supervisory Board

Dr. Kai Hudetz

Vice Chairman of the Supervisory Board

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

since 06/12/2013 
(Vice Chairman of the Supervisory 
Board since 05/13/2015)

Dr. Harald Schrimpf

Member of the Supervisory Board

since 05/01/2015

Prof. Dr. Nikolaus Mohr

Vice Chairman of the Supervisory Board  06/12/2013 – 04/30/2015 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS74

Total  remuneration  paid  to  the  Management  Board  for  its  activities  in  fiscal  year  2015  amounted  to  
EUR  838  thousand  (2014:  EUR  831  thousand),  of  which  EUR  637  thousand  (2014:  EUR  736  thousand) 
accounted for fixed remuneration and EUR 201 thousand (2014: EUR 95 thousand) for the variable com-
ponents. The benefits for the premature termination of Management Board duties for members that left 
in  fiscal  year  2015  came  to  EUR  272  thousand.  In  fiscal  year  2015,  members  of  the  Supervisory  Board 
were entitled to a total remuneration of EUR 180 thousand (2014: EUR 150 thousand, actual remuneration 
paid EUR 120 thousand due to relinquishment), which includes fixed compensation of EUR 120 thousand 
and  variable  compensation  of  EUR  60  thousand  (exclusively  fixed  compensation  in  the  prior  year).  
The Supervisory Board waived two thirds of its variable compensation for 2015 (total of EUR 40 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,  2015,  the  following  members  of  the  Company‘s  executive  bodies  held  Intershop  
ordinary bearer shares:

Last name

Dr. Herbert May

Dr. Kai Hudetz

Function 

Chairman of the Supervisory Board

Vice Chairman of the Supervisory Board

Dr. Jochen Wiechen

CEO

Shares

18,000

4,000

30,000

During the 2015 fiscal year, the members of the Company‘s executive bodies did not undertake any secu-
rities transactions involving Intershop ordinary bearer shares.

EMPLOYEES

During the fiscal year 2015, Intershop Group had an average of 385 full-time employees, of whom 382 
were salaried employees and 3 members of the executive bodies (2014: 499 full-time employees, of whom 
496 were salaried employees and 3 members of the executive bodies).

PERSONNEL EXPENSES AND COST OF MATERIALS

Employee-related  expenses  amounted  to  EUR  26,931  thousand  (2014:  EUR  32,812  thousand).  Pension 
insurance contributions paid by the Company for statutory pension insurance schemes totaled EUR 1,380 
thousand (2014: EUR 1,861 thousand). The cost of materials came to EUR 5,443 thousand (2014: EUR 5,849 
thousand), of which EUR 4,783 thousand (2014: EUR 5,702 thousand) related to purchased services.

AUDITORS‘ FEES

The  fees  incurred  for  the  services  rendered  by  the  auditor  for  the  2015  fiscal  year  were  comprised  of  
EUR 106 thousand for audit services (2014: EUR 108 thousand), EUR 78 thousand for tax advisory services 
(2014: EUR 64 thousand) and EUR 1 thousand for other services (2014: EUR 0 thousand). 

DECLARATION OF CONFORMITY

The Company has issued a declaration of conformity as required by section 161 of the Aktiengesetz by the 
annual deadline on January 22, 2016, 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 1, 2016

The Management Board of INTERSHOP Communications AG

Dr. Jochen Wiechen 

   Axel Köhler

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
Auditor’s Report 
Group

AUDITOR’S REPORT 

77

We have audited the consolidated financial statements prepared by INTERSHOP Communications Aktien-
gesellschaft, 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, 2015. 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 opi-
nion 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 Ins-
titut 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 asses-
sing 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 presen-
tation 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 Sec-
tion 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations 
of the Group in accordance with these requirements. The combined management report is consistent 
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 2, 2016

PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft

(sgd. Angelika Kraus) 
Wirtschaftsprüferin 
(German Public Auditor) 

(sgd. ppa. Carl Erik Daum)
Wirtschaftsprüfer
(German Public Auditor)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 
 
 
 
 
 
 
04

Financial Statements

81  

82  

Balance Sheet INTERSHOP Communications AG

Statement of Operations of  

INTERSHOP Communications AG

83  

Notes to the Financial Statements  

INTERSHOP Communications AG

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F I N A N C I A L   S TAT E M E N T S 

04Financial Statements INTERSHOP Communications AG 

81

BALANCE SHEET INTERSHOP COMMUNICATIONS 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
Capital surplus
Accumulated Deficit

Accrued Liabilities
Provisions for taxes
Other accrued liabilities

Liabilities
Bank loans 
Advance payments received
Accounts payable
Liabilities to affiliated companies
Other liabilities

December 31, 2015

December 31, 2014

41,196

317,043

8,873,962
9,232,201

15,598
9,600
25,198

3,902,111
6,214,672
0
116,506
10,233,289
11,734,090
21,992,577
275,613
31.500,391

31,683,484
6,595,281
(19,148,281)
19,130,484

17,300
3,458,457
3,475,757

6,000,000
48,100
145,743
770,110
387,709

102,389

545,231

8,879,535
9,527,155

135,274
3,143
138,417

3,383,497
3,324,199
117,162
233,978
7,058,836
5,046,599
12,243,852
341,719
22,112,726

30,183,484
6,445,281
(19,550,986)
17,077,779

79,100
2,445,253
2,524,353

0
0
299,334
76
723,884

thereof from taxes: EUR 277,446 (prior year: EUR 480,073) 
thereof from social security benefits: EUR 18,569  
(prior year EUR 26,635)

Deferred Charges
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

7,351,662
1,542,488
31,500,391

1,023,294
1,487,300
22,112,726

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82

Financial Statements INTERSHOP Communications AG 

STATEMENTS OF OPERATIONS INTERSHOP COMMUNICATIONS 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,

2015

2014

33,468,980

31,668,660

(119.677)

2,357,292

(692,267)

(2,973,720)

135,274

2,240,499

(74,599)

(2,777,949)

(18,038,090)

(20,121,134)

(2,948,783)

(3,359,457)

of intangible fixed assets and property and equipment

(400,508)

(597,105)

Other operating expenses

Profit from profit transfer agreements

Other interest and similar income

thereof from affiliated companies EUR 172,846   
(prior year: EUR  134,224)

Interest and similar expenses

Result from ordinary activities

Taxes on income

Net income/net loss for the year

Accumulated deficit carried forward

Accumulated Deficit

(10,254,070)

(12,790,947)

0

190,793

(131,054)

458,896

(56,191)

402,705

243,180

144,155

(30,605)

(5,320,028)

(161,289)

(5,481,317)

(19,550,986)

(14,069,669)

(19,148,281)

(19,550,986)

Notes to the Financial Statements INTERSHOP Communications AG 

83

The annual financial statements of INTERSHOP Communications Aktiengesellschaft (Intershop), Jena, for 
fiscal year 2015 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. This tax provision was also adopted in commercial law in a simplified form due 
to its minor importance.

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

Financial  assets  are  entered  at  acquisition  cost,  reduced  by  the  required  value  adjustments  for  impair-
ments that are expected to be of a permanent duration.

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 allowan-
ces (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.

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 balance 
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).

FINANCIAL STATEMENTS 
 
84

Notes to the Financial Statements INTERSHOP Communications AG 

NOTES TO THE ITEMS IN THE ANNUAL FINANCIAL STATEMENTS

Balance Sheet

Fixed assets changed as follows: 

 In EUR thousand

Costs of purchase

Balance at January 1, 2015

Additions

Disposals

Balance at December 31, 2015

Depreciation, write-downs, and 
impairment losses

Balance at January 1, 2015

Additions

Disposals

Balance at December 31, 2015

Net carrying amount at  
December 31, 2014

Net carrying amount at  
December 31, 2015

Intangible Assets

Tangible Assets

Financial Assets

Total

Purchased  
Software licenses

Other equipment, 
operating and office 
equipment

Shares in affiliated 
companies

1,877

35

(42)

1,870

1,775

55

(1)

1,829

102

41

4,025

118

(105)

4,038

3,480

346

(105)

3,721

545

317

44,452

50,354

0

153

(3,248)

(3,395)

41.204

47,112

35,572

40,827

0

401

(3,242)

(3,348)

32,330

37,880

8,880

9,527

8,874

9,232

Out of the financial assets, EUR 8,863 thousand are allocated to Intershop Communications Inc. 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 results that followed as well as after the current corporate planning, there are 
currently no indications for further write-downs with Intershop Communications Inc. 

Receivables  from  affiliated  companies  in  the  amount  of  EUR  2,200  thousand  (prior  year:  EUR  1,431 
thousand) relate to Group financing, including receivables of EUR 1,100 thousand with a remaining term 
of more than one year (prior year: EUR 1,423 thousand), and current goods and services. All other receiva-
bles and other assets have a remaining maturity of up to one year, as in the prior year.

Of the cash and cash equivalents listed under the ‚Cash-in-hand, bank balances balance‘ sheet item, an 
amount of EUR 1,200 thousand is secured with a lien and is not freely available. 

The share capital in the amount of EUR 31,683,484 consists of 31,683,484 no-par value bearer shares.

During the 2015 fiscal year, the capital reserve changed as follows (in EUR thousand):

Balance at December 31, 2014

Premium from the cash capital increase

Balance at December 31, 2015

6,445

150

6,595

The accumulated deficit contains a loss carryforward from previous years in the amount of EUR 19,551 thousand.

85

Other  provisions  primarily  consist  of  outstanding  invoices  (EUR  878  thousand;  prior  year:  EUR  618 
thousand) and commissions (EUR 880 thousand; prior year: EUR 845 thousand). The remaining provisi-
ons consist expenses relating to the preparation of the financial statements and the Annual Stockholders’ 
Meeting, vacation entitlements, pending losses from ongoing rental obligations and executory contracts, 
and license fees. 

Liabilities comprise the following:

in EUR thousand

Bank loans

Advance payments 
received

Accounts payable

Liabilities to affiliated 
companies

Other liabilities

Remaining 
term of up 
to one year

Remaining 
term of more 
than one year

Remaining 
term of more 
than five years

Total 
December 
31, 2015

Total 
December 
31, 2014

1,000

4,000

1,000

6,000

48

146

770

388

-

-

-

-

-

-

-

-

48

146

770

388

0

0

299

0

724

2,351

4,000

1,000

7,352

1,023

Liabilities to banks are secured with an indemnity bond covering 80% of the loan amount from the state 
of Thuringia, a blanket assignment of customer receivables from deliveries and services, the approval of a 
distribution license for the Intershop software, and the pledge of the credit balance.

The other liabilities mainly include liabilities from ongoing payroll accounting.

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 

2015

16,394

11,810

5,265

33,469

2014

16,171

8,741

6,757

31,669

Revenues of EUR 16,564 thousand (prior year: EUR 12,068 thousand) relate to product revenues (Licenses 
and Maintenance) and EUR 16,905 thousand (prior year: EUR 19,601 thousand) to revenues from services 
(Consulting, Full Service and Other). 

Other  operating  income  includes  income  from  currency  translation  of  EUR  77  thousand  (prior  year:  
EUR 113 thousand).

Of the other operating income, EUR 858 thousand is related to previous periods. They are mainly the result 
of the reversal of provisions and incoming payments for written-off receivables from affiliated companies. 
Expenditures for goods purchased mainly include software license fees to third parties.

FINANCIAL STATEMENTS 
 
86

Notes to the Financial Statements INTERSHOP Communications AG 

Other  operating  expenses  include  impairment  losses  on  receivables  from  affiliated  companies  of  
EUR 81 thousand (prior year: EUR 776 thousand) and expenses of EUR 58 thousand (prior year: EUR 118 
thousand) from currency translation. 

The taxes on income include EUR 2 thousand from prior years.

OTHER DISCLOSURES

Authorized capital

As of December 31, 2015, the Company had a total of EUR 6,000,000 in authorized capital (December 31, 2014: 
EUR 7,500,000). 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 6,000,000 against cash contributions (Authorized Capital I). The Management 
Board‘s authorization is valid until July 21, 2016. The Management Board is authorized, subject to appro-
val by the Supervisory Board, to suspend the stockholders‘ subscription rights in certain cases. Due to a 
cash capital increase, the Authorized Capital I was reduced by EUR 1,500,000 during the 2015 fiscal year. 

Conditional capital

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

On the balance sheet date, Sterling Fund Management, LLC, through its controlled companies Sterling Part-
ners IV, LLC, SC Partners IV, L.P., Sterling Capital Partners IV, L.P., Blue Eagle GP, LLC, Blue Eagle Holdings, L.P., 
Blue Eagle II GP, LLC, Blue Eagle Holdings II, L.P., Blue Eagle III GP, LLC, Blue Eagle Holdings III, L.P., GSI Com-
merce, Inc. and eBay Enterprise Inc. (formerly GSI Commerce Solutions Inc.) held 24.90%, Axxion S.A. 6.13% 
and Shareholder Value Management AG 3.05% of shares in INTERSHOP Communications AG. Information 
regarding the participating interests is based on the notifications pursuant to section 21 (1) WpHG submit-
ted by the Company according to section 26 (1) WpHG regarding changes to voting rights during the 2015 
fiscal year. As of the balance sheet date, the free float of INTERSHOP Communications AG comes to 65.92%.

Disclosures pursuant to section 285 No. 3 of the HGB, contingent liabilities and other financial liabilities

Other  financial  obligations  of  EUR  3,917  thousand  (prior  year:  EUR  5,196  thousand)  exist  from  rental 
agreements  and  from  leasing  agreements  for  vehicles  and  office  equipment.  The  term  of  the  agree-
ment  or  the  earliest  possible  termination  dates  were  used  as  a  basis  for  the  calculation.  Financial  obli-
gations from rental agreements relate mainly to the rental agreement for the business premises of the 
Company  at  the  head  office. The  rental  and  leasing  agreements  contain  the  typical  benefits  and  risks.  
The maturities of the other financial liabilities are broken down as follows:

in EUR thousand

due 2016

due 2017 to 2020

due after 2020

Rental agreements

Leases

Total

2,146

126

2,272

1,442

196

1,638

0

7

7

Total

3,588

329

3,917

87

Employees

The  Company  had  an  average  of  332  employees  (salaried  employees  only)  during  fiscal  year  2015  
(prior year: 398 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 mandate:
brainloop AG, Munich, Germany

DR. KAI HUDETZ
Vice Chairman of the Supervisory Board since 05/13/2015
Member since 06/12/2013
Managing Director of IFH Institut für Handelsforschung GmbH

DR.-ING. HARALD SCHRIMPF
Member since 05/01/2015
CEO of the PSI AG
Other supervisory board mandate:
Kontron AG, Augsburg

PROF. DR. NIKOLAUS MOHR
Vice Chairman of the Supervisory Board from 06/12/2013 to 04/30/2015
Partner at McKinsey & Company, Düsseldorf 
Honorary Professor to the Chair of Innovation and Technology Management at the University of Regensburg

The Management Board included the following persons:

DR. JOCHEN WIECHEN 
CEO of the Management Board since 09/01/2015 
Member of the Management Board since 08/01/2013

AXEL KÖHLER
Member of the Management Board since 09/01/2015

JOCHEN MOLL
Spokesman and Member of the Management Board from 04/01/2012 to 08/31/2015

LUDWIG LUTTER
Member of the Management Board from 04/01/2011 to 06/30/2015

FINANCIAL STATEMENTS88

Notes to the Financial Statements INTERSHOP Communications AG 

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  2015  amounted  to  
EUR  838  thousand  (2014:  EUR  831  thousand),  of  which  EUR  637  thousand  (2014:  EUR  736  thousand) 
accounted for fixed remuneration and EUR 201 thousand (2014: EUR 95 thousand) for the variable com-
ponents. In fiscal year 2015, members of the Supervisory Board were entitled to a total remuneration of  
EUR 180 thousand (2014: EUR 150 thousand, actual remuneration paid EUR 120 thousand due to relin-
quishment),  which  includes  fixed  compensation  of  EUR  120  thousand  and  variable  compensation  of  
EUR 60 thousand (exclusively fixed compensation in the prior year). The Supervisory Board waived two 
thirds of its variable compensation for 2015 (total of EUR 40 thousand). The payments of the Management 
Board and Supervisory Board consist exclusively of benefits due in the short term. The particulars regar-
ding the remuneration of the Management Boards and Supervisory Boards are outlined in the remunera-
tion 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 Commercial 
Code).  The  consolidated  financial  statements  will  be  submitted  to  the  Bundesanzeiger  (German  Fede-
ral Gazette). As of December 31, 2015, in addition to the parent company, the consolidated companies 
included  the  subsidiaries  Intershop  Communications,  Inc.,  Intershop  Communications  Australia  Pty  Ltd.,  
Intershop Communications Asia Limited, The Bakery GmbH, Intershop Communications Ventures GmbH, 
Intershop Communications SARL and Intershop Communications LTD.

The following list shows the subsidiaries of Intershop Communications AG and the Company‘s respective 
interest as of December 31, 2015:

Interest
(in %)

Equity*
(in EUR thousand)

Annual result**

(in EUR thousand)

Intershop Communications, Inc., San Francisco, USA

Intershop Communications Australia Pty Ltd.,  
Melbourne, Australia

Intershop Communications Asia Limited,  
Hong Kong, China

The Bakery GmbH, Berlin, Germany

Intershop Communications Ventures GmbH,  
Jena, Germany

Intershop Communications SARL, Paris, France

Intershop Communications LTD, Romsey, United Kingdom

100

100

100

100

100

100

100

(1,266)

606

44

(3,843)

(1,311)

(263)

(174)

*   Equity as of December 31, 2015 is translated at the exchange rate as of the reporting date

** Net income/loss for fiscal year 2015 is translated at the average annual rate

264

196

6

(118)

970

(7)

6

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

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  
January 22, 2016 and made this declaration publicly available on the Company’s website at 
http://www.intershop.com/investors-corporate-governance. 

89

Appropriation of net income/loss 

The Management Board of Intershop Communications AG proposes to carry forward the accumulated 
deficit of EUR 19,148,281 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 1, 2016

The Management Board of INTERSHOP Communications AG

Dr. Jochen Wiechen 

Axel Köhler

FINANCIAL STATEMENTS 
 
90

JahresabschlussAuditor’s Report
INTERSHOP Communications AG

AUDITOR‘S REPORT 

91

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 Aktien-
gesellschaft, Jena, for the business year from January 1 to December 31, 2015. The maintenance of the 
books and records and the preparation of the annual financial statements and the combined manage-
ment report in accordance with German commercial law are the responsibility of the Company's Board 
of  Managing  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 ["Han-
delsgesetzbuch": "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 Ger-
many] (IDW). Those standards require that we plan and perform the audit such that misstatements mate-
rially 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 combined 
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 significant 
estimates made by the Company's Board of Managing Directors, as well as evaluating the overall presenta-
tion 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 2, 2016

PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft

(sgd. Angelika Kraus) 
Wirtschaftsprüferin 
(German Public Auditor) 

(sgd. ppa. Carl Erik Daum)

  Wirtschaftsprüfer

(German Public Auditor)

FINANCIAL STATEMENTS 
 
 
 
 
05

Report of the 
Supervisory Board 

Corporate 
Governance Report

94  
98  

Report of the Supervisory Board
Corporate Governance Report with  
Corporate Governance Declaration

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94
94

Report of the Supervisory Board

During the 2015 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. The Management 
Board included the Supervisory Board in all business decisions of fundamental importance. The Manage-
ment Board provided the Supervisory Board with regular, timely and comprehensive information regarding 
business developments, important business transactions and the company‘s current earnings and financial 
situation.

SUPERVISORY BOARD MEETINGS AND CONTENT

During the 2015 fiscal year, the Supervisory Board held six in-person meetings and eight teleconferences 
for  the  purpose  of  adopting  resolutions.  The  Supervisory  Board  was  fully  represented  at  all  meetings.  
The Management Board only participated in the meetings if this was required in order to allow the Board to 
carry out its reporting obligations. The contents discussed at the meetings concerned the company‘s cur-
rent financial situation and decisions regarding financing options, as well as personnel issues.

The  first  meeting  of  the  Supervisory  Board  on  January  19,  2015  centered  on  the  report  by  the  Manage-
ment Board regarding current and expected business developments; in addition, the Supervisory Board also 
approved the budget for the 2015 fiscal year. At the meeting on March 11, 2015, the annual and consoli-
dated financial statements for 2014 were discussed and approved in the presence of the auditor; also dis-
cussed were current business developments, risk management and the annual risk report. At the meetings 
on March 6, March 20 and April 29, 2015, the Supervisory Board discussed and reviewed various options of 
equity and debt financing. At the May 13, 2015 meeting, the Supervisory Board elected Dr. Kai Hudetz as 
its Deputy Chairman. The meeting on June 24, 2015 focused on the adoption of the Agenda Items for the 
Annual Stockholders‘ Meeting in 2015, and the EUR 6 million loan agreement which had to be concluded. 
The  agreement  was  subsequently  approved  at  the  meeting  of  June  29,  2015.  The  remaining  meetings  
(July 22, August 20, August 25, September 17 and 18, and November 2, 2015) focused on the adoptions of 
resolutions for the capital increase and amendments to the internal rules of procedure for the Management 
Board; in addition, particulars regarding the members of the Management Board were also discussed. Addi-
tionally, the Management Board presented the 2016 budget at the November 2, 2015 meeting. In addition 
to the resolutions adopted at the meetings, resolutions were also adopted with regard to contracts and per-
sonnel issues by way of the circular resolution method, including resolutions regarding the definition of the 
women‘s quota for the Management and Supervisory Board, and, after having evaluated various providers, 
the engagement of IFH Institut für Handelsforschung GmbH for strategic further development and focusing 
on market segments for a contract volume of EUR 15,000.

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.

95

CORPORATE GOVERNANCE 

Conflicts of interest by Supervisory Members in terms of para. 5.5 of the German Corporate Governance 
Code, which must be immediately disclosed to the Supervisory Board and of which the Annual Stockhold-
ers‘  Meeting  must  be  informed,  did  not  occur  during  the  2015  fiscal  year,  with  the  following  exception:  
During the adoption of the resolution to engage IFH Institut für Handelsforschung GmbH, of which Supervi-
sory Board member Dr. Kai Hudetz is the General Manager, the latter abstained from voting.

The new Declaration of Conformity with the German Corporate Governance Code was issued by the Man-
agement  Board  and  Supervisory  Board  in  January  2016. The  remuneration  of  the  respective  Super visory 
Board  members,  individualized  and  broken  down  by  component,  is  shown  in  the  consolidated  Group  
management report and management report of INTERSHOP Communications AG. 

PERSONNEL CHANGES IN THE SUPERVISORY BOARD AND THE MANAGEMENT BOARD

During the reporting period, four changes were made to INTERSHOP Communications AG‘s executive bod-
ies, including one change in the Supervisory Board and three changes in the Management Board.

The current member of the Supervisory Board, Prof. Dr. Nikolaus Mohr, resigned from the Board on April 30, 2015  
for professional reasons. The Supervisory Board would like to thank Prof. Dr. Mohr for his commitment to the 
company. The Regional Court in Jena appointed Dr.-Ing. Harald Schrimpf, Chairman of the Board of Manage-
ment at PSI AG, to the Supervisory Board effective May 1, 2015 until the next regular Annual Stockholders‘ 
Meeting.  At  the  Annual  Stockholder‘s  Meeting  on  August  26,  2015,  Dr.-Ing.  Schrimpf  was  elected  to  the 
Supervisory Board with a large majority for the period ending with the conclusion of the Annual Stockhold-
ers’ Meeting that passes a resolution on the approval of the boards’ activities for fiscal year 2016. 

Chief Financial Officer Ludwig Lutter resigned from the Supervisory Board on June 30, 2015 with the agree-
ment of the Supervisory Board, and left the company at the end of July. Jochen Moll, spokesperson for the 
Management Board, resigned from the Management Board at his own request effective August 31, 2015, 
and left the company at the end of September 2015. The Supervisory Board would like to thank Messrs.  
Lutter and Moll for their hard work on behalf of the company.

In the course of new appointments, the Management Board was reduced to two members and current Chief 
Technical Officer (CTO) Dr. Jochen Wiechen was elected CEO as of September 1, 2015. In addition to the tech-
nical departments, Dr. Jochen Wiechen is now also responsible for administration of the Company, including 
the finance area, as well as investor relations and communications segments. Furthermore, Axel Köhler, who 
served as Senior Vice President Sales & Marketing at Intershop, was appointed to the Management Board 
effective September 1, 2015. His responsibilities include sales, marketing and professional services.

ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS,  
DEPENDENT COMPANY REPORT, ANNUAL AUDIT

PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft, the auditor for the 2015 fiscal year elected at 
the Annual Stockholder‘s Meeting held on August 26, 2015 and engaged by the Supervisory Board, thor-
oughly  reviewed  the  annual  financial  statements,  the  consolidated  financial  statements,  the  combined 
management report of INTERSHOP Communications AG and issued unqualified audit opinions in each case. 

REPORT OF THE  SUPERVISORY BOARD96

Report of the Supervisory Board

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.“

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 dependent 
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  9,  2016. The  annual  financial  statements  of  INTERSHOP  Communications  AG  were  thus  adopted.  
Since the Company did not generate retained earnings during the 2015 fiscal year due to the remaining 
loss carryforwards under German commercial law, there was no need to examine a recommendation for the 
appropriation of profits.

The Supervisory Board would like to thank the Management Board and all of the employees of the Intershop 
Group for their dedicated work. It would also like to extend a special thank you to the shareholders for the 
trust they have placed in the board during the 2015 fiscal year.

Jena, March 2016

On behalf of the Supervisory Board

Dr. Herbert May
Chairman of the Supervisory Board

 
 
 
97

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 SUPERVISORY 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 2015. The recommendations of the German Corporate Governance Code 
were  largely  complied  with  in  fiscal  year  2015;  any  departures  were  explained  in  the  Declaration  of  
Conformity. 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 January 22, 2016:

Since  the  declaration  of  conformity  dated  December  3,  2014  to  June  11,  2015  INTERSHOP  Communi-
cations  AG  has  complied  with  the  recommendations  of  the  Government  Commission  on  the  German 
Corporate Governance Code in the version dated June 24, 2014, and as of June 12, 2015 to the time of 
this declaration with the recommendations of the Government Commission on the German Corporate  
Governance Code in the version dated May 5, 2015 („Code“), with the following exceptions and will com-
ply 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) 

In the remuneration reports, remuneration of the Management Board was continued and will con-
tinue to be individualized and shown based on fixed and variable components in accordance with 
the  applicable  accounting  standards  under  the  German  Commercial  Code.  In  the  opinion  of  the 
Management Board and the Supervisory Board there is no requirement for an additional breakdown 
of remuneration components and costs or reporting of the overall achievable variable remuneration 
pursuant to section 4.2.5 of the Code, since the statutory individualized data already offers sufficient 
information about the remuneration structure and amount, and the noting of merely a maximum 
and minimum amount of variable remuneration in the required form - without the context of the 
underlying remuneration provisions - is misleading and can thus lead to incorrect conclusions.

c)  With regard to the composition of the Management Board, the Supervisory Board should pay heed to 
diversity and, until the Code is changed, specifically strive for an appropriate consideration of women 
in accordance with section 5.1.2, sentence 1 of the previous version of the Code. The Supervisory 
Board is of the opinion that this criterion is unsuitable as the sole deciding reason for the appoint-
ment of members to the Management Board. In the composition of the Management Board, the pro-
fessional 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 interests of the Company can best be 
safeguarded.

 
d) 

In accordance with section 5.4.1 (2) of the previous version of the Code, the Supervisory Board has 
not specified concrete objectives regarding its composition that take diversity into account and pro-
vide for an appropriate participation of women. After changing the Code, the Supervisory Board did 
not specify a limit for membership on the Supervisory Board according to section 5.4.1 of the new 
version of the Code. The Supervisory Board does not consider limiting the period of membership 
to be appropriate as there is no compelling general connection between the length of time on the 
board and whether any conflicts of interest may arise or the independence of the Supervisory Board 
member. In individual cases the Supervisory Board takes the members’ duration of membership into 
account when proposing elections.

e)  The Supervisory Board has not determined 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. 

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.

99

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100

Corporate Governance Report 

The  Management  Board  currently  comprises  two  members.  There  is  a  Chief  Executive  Officer  for  the  
Management Board. The number of members of the Management Board is determined by the Supervi-
sory Board, which can also appoint a Chairman or a Spokesperson and Deputy Chairman of the Manage-
ment 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 Super-
visory 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 
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. 

INFORMATION ON SETTING THE WOMEN’S QUOTA

The target figures for women on the Management Board and the Supervisory Board were set according 
to the existing percentage of 0% by the Supervisory Board in accordance with Article 111 Section 5 of the 
AktG through June 30, 2017. However, the Supervisory Board shall endeavor to give priority to women 
with the same qualifications in order to increase the percentage of women on both the Supervisory Board 
and the Management Board. Given that the target percentage was 0%, this was met in the reporting year.

The targets for the proportion of women in the two management levels below the Management Board 
were defined by the Management Board pursuant to sec. 76 (4) AktG until June 30, 2017 in accordance 
with the existing proportion of 29.63%; this figure was reached during the reporting year. Intershop only 
has one management level below the Management Board, which is why only one target was defined for 
this management level.

5. 

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 on appointing members in terms of the limit to be set 
for the length of membership nor on appointing independent members, information on implementing 
this objective in terms 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.

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.

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 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 24, 2016

INTERSHOP Communications AG 

For the Management Board 

For the Supervisory Board

Dr. Jochen Wiechen 

Axel Köhler  

Dr. Herbert May
Chairman of the Supervisory Board

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INTERSHOP Shares

Key Figures for Intershop Shares

Closing price*

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

in EUR million

in EUR

in EUR

in EUR

Number

in % 

2015

1.24

31.68

39.29

0.00

0.16

0.60

2014

1.07

30.18

32.30

(0.22)

0.01

0.58

43,764

41,358

66

69

  * Basis: Xetra
** Basis: all stock exchanges

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

 
Shareholder structure

                  eBay Enterpris

e (

S

t
e

24.90%

r
li

n

g

)

Shares

31.68

million

t
a
o
l
F

e
e

r

F

65.92%

h

a r e

h

  S

6.13%

3.05%

old er Value   

.

A
S.
n 

   Axxio

Intershop Share Price

Intershop 

         Prime All Share

160 %

140 %

120 %

100 %

80 %

60 %

40 % 

20 %

JANUAR 2015 

     DEZEMBER 2015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                      
 
 
 
 
 
                
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial calendar 2016

Date

Event

February 17, 2016

Release of Q4 and FY financials 2015

May 4, 2016

June 2, 2016

August 3, 2016

Release of Q1 financials 2016

Ordinary Annual Stockholders´ Meeting 2016

Release of Q2 and 6-month financials 2016

November 2, 2016

Release of Q3 and 9-month financials 2016

This annual report contains forward-looking statements regarding future events or the future fi nancial and operational performance of Intershop. Actual 

events or results may diff er 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 diff erences include Intershop‘s limited operating history, the limited predictability of revenues 

and expenses, and potential fl uctuations in revenues and operating results, signifi cant dependence on large individual customer orders, customer trends, 

the level of competition, seasonal fl uctuations, risks relating to electronic security, possible state regulation, and the general economic situation.

Investor Relations Contact:
INTERSHOP Communications AG
Investor Relations 
Intershop Tower
D-07740 Jena 
Phone: +49   3641  50 -1000 
Telefax:  +49   3641  50 -1309  
Email: ir@intershop.com 
www.intershop.com/investor-relations

Layout & Design:  
timespin
Digital Communication GmbH
www.timespin.de

W W W. I N T E R S H O P . C O M

INTERSHOP 
Communications AG
Intershop Tower
07740 Jena, Germany

Phone +49   3641  50 -0
Fax +49   3641  50 -1111
info@intershop.com