Rocket Internet Annual Report 2015
Rocket Internet Annual Report 2015
Rocket Internet Annual Report 2015
2015
Key Figures
Financials (in EUR million)
2015
2014
Change %
128.3
128.2
0%
226.1
421.8
154%
1,758.9
2,053.4
14%
197.8
428.8
146%
1.24
3.24
138%
34.2
28.8
19%
63.8
10.7
498%
1,720.0
1,997.7
14%
73.4
45.9
60%
70.6
11.3
525%
2015
2014
Change %
534.4
164.3
225%
HelloFresh
305.0
69.6
338%
Delivery Hero
197.9
88.0
125%
31.5
6.7
373%
930.1
627.4
48%
General Merchandise2)3)
450.0
262.5
71%
Lazada2)3)
248.0
139.1
78%
Jumia
134.6
61.8
118%
Linio
67.4
61.6
10%
452.9
343.4
32%
Westwing
219.2
183.3
20%
Home24
233.7
160.1
46%
1)
foodpanda
Fashion
1) Net loss for the year plus extraordinary expenses of EUR 2.9 million and extraordinary expenses of EUR 34.6 million respectively.
2) Figures shown were converted to EUR using average exchange rates.
3) Growth rate shown is calculated using constant exchange rates.
Further Information
on the Report
Further Information
on the Internet
Table
of Content
Content
02 Letter to our Shareholders
07 About Rocket Internet
41 Our Companies
93 Consolidated Financial Statements
215 Combined Management Report
Oliver Samwer,
Chief Executive Officer
>36,000
employees in network of
companies
In the past year, we focused on five industry sectors that make up a significant portion of consumer online and mobile spending - Food & Groceries, Fashion, General Merchandise, Home &
Living and Travel and invested further in our Regional Internet Groups and New Businesses &
Investments. Rocket Internets network of companies operates a variety of business models in
over 110 countries on six continents. Together, these companies counted more than 36,000 employees at the end of 2015.
OUR COMPANIES
Of the five industry sectors we are focusing on, Food & Groceries played a key role in 2015.
I believe it offers the next big opportunity in Internet and mobile commerce as the sector is
beginning to transition from offline to online and customer centric models are gaining traction
all around the globe. It is an incredibly large and fast-growing online market, with an overall
global sales volume of about EUR 5.8 trillion per year.
56.4%
ownership in HelloFresh
In line with our conviction of the opportunities ahead in Food & Groceries, we invested in
HelloFresh and Delivery Hero, market leaders in their respective regions and sub-sectors. We
increased our stake in HelloFresh, a global leader in the personalized fresh food at home market,
to 56.4% from 43.3% at the end of 2014, and acquired a 37.3% stake in Delivery Hero over the
course of 2015. Our stake in foodpanda amounted to 49.1% at the end of 2015. These investments allow us to p
articipate in the growth ahead in this promising sector.
Beyond Food & Groceries, we continued to strengthen our position in the fast growing online
Fashion market by creating the Global Fashion Group, a leading online fashion group in emerging
markets, through a role up of the regional entities Lamoda (Russia and CIS), Dafiti (Latin America), Namshi (Middle East), Zalora/The Iconic (Asia Pacific/Australia) and Jabong (India).
The investments undertaken in 2015 not only protected and expanded Rocket Internets position
in key sectors, but also provided the companies with growth capital, allowing them to further
expand their operations and advance towards profitable and long-term market leadership our
ultimate goal.
We are very excited about the innovation in the online and mobile sector and continue to pursue
new business models. In 2015 we founded and scaled ten new companies ranging from food delivery companies such as foodora to Carspring, a peer-to-peer marketplace for used cars.
Our aim is to make our companies highly profitable market leaders in the long-term. To achieve
this, a companys growth is more important than its profitability in the early years. Depending
on the model and market, we expect a company to break-even in six to nine years. In order to
continuously support the growth of our existing network of companies and to continue to pursue
new online models, financial flexibility at Rocket Internet is a key prerequisite.
Our stock price did not perform as we would have wished in 2015 and showed significant volatility. In particular, the recent uncertainties in the markets about the developments in China and
emerging markets as well as in the broader Internet sector seem to have contributed to the recent development.
In 2015 we focused on enhancing our financial flexibility, whilst having made significant investments in our companies such as Delivery Hero. We ended the year 2015 with a very strong financial position of EUR 1.8 billion gross cash. Rocket Internet accessed the capital markets through
a follow-on offering in February 2015 with gross proceeds of EUR 588.5 million and the issuance
of a convertible bond with gross proceeds of EUR 550.0 million in July. We are very well capitalized to launch, scale and invest in companies, supporting them in their goal to reach market
leadership.
These achievements have been made possible by a great Rocket Internet team and co-founders.
All of us are going the extra mile, not once in a while, but always, everywhere and in every way.
Outlook 2016
We are entrepreneurs. Our global and well diversified network of companies is a strong base for
creating long-term sustainable value for our investors.
2016 will be a year of continued growth and profitability improvement across our network of
companies. Our objective for 2016 is to continue making great investments and launching new
companies, to strengthen our market share and position in the countries we are present and to
generate returns for our shareholders. We will work on further reducing the complexity across
our network of companies and on enhancing transparency.
2016 will be another exciting year for Rocket Internet great opportunities lay ahead. With our
ever growing expertise, our sophisticated technology and our state of the art platform, we will
continue to define entrepreneurship in the Internet sector in our markets.
Berlin, April 2016
Oliver Samwer
Chief Executive Officer Rocket Internet SE
OUR COMPANIES
Oliver Samwer,
Chief Executive Officer
Peter Kimpel,
Chief Financial Officer
Alexander Kudlich,
Group Managing Director
1
About
Rocket Internet
Content
One of Rocket
Internet's major
focus industries is
Food & Groceries
OUR COMPANIES
We seek to
disrupt traditional
offline industries
with new,
innovative online
business
models
10
01
We aim to maximize
our share of the
consumer's online
and mobile retail and
services wallet
OUR COMPANIES
11
12
Alexander Kudlich,
Group Managing Director
OUR COMPANIES
03
13
14
Our
Operational
Platform
Rocket Internet builds and scales companies that address basic
consumer needs using Internet-based business models. We focus
on five industry sectors: Food & Groceries, Fashion, General
Merchandise, Home & Living, and Travel. The markets we
target have 5.4 billion potential customers in Europe, Asia Pacific,
Russia & CIS, Africa, the Middle East and Latin America.
foodora knows
the absolute best
restaurants a city has
to offer and brings
them online
OUR COMPANIES
Carspring brings
transparency
and trust to
the o
nline sales
process of used
cars
15
16
Book Easy.
Move Easy.
No Surprises.
OUR COMPANIES
HelloFresh quickly
established a leading
position in the online
grocery market.
Overall, we believe our business model offers high capital efficiency and scalability. Once we identify a worthwhile opportunity, we disrupt markets with dedication and speed. Rocket
Internets highly standardized processes enable our companies
Example: HelloFresh
HelloFresh, the online provider of personalized fresh food at
home, is one of the companies that quickly established a leading position in the online grocery market. The company delivers fresh, pre-portioned ingredients each week so consumers
can prepare healthy and delicious home-cooked meals using
the companys recipes.
HelloFresh is still investing in building out its leading position
in this highly attractive segment. In 2015, it has focused on
becoming a nationwide player in the US, setting up logistics
centers in three states and increasing general brand awareness
(for further information about HelloFresh see the following
page).
17
18
HelloFresh
Our
Operational
Building
Platform
the Leading
Global Online Consumer Food Brand
NO SHOPPING
NO WASTE
1. Box delivered
weekly to the door
3. Personalized fresh
food, locally sourced
4. Easily managed
via subscription
platform
Net Revenues
(EURm)
CAGR 409%
69.6
2.3
14.2
Active in 7 countries
across 3 continents
18.1m meals
served in Q4 2015
At the end of
the year, mobile
sessions already
amounted to
more than 47%
of sessions overall
+7,500 recipes
in our database
with extensive
customer ratings
and reviews
OUR COMPANIES
Delicious home
cooked meals
every week
Richmond, CA
Linden, NJ
Grand Prairie, TX
7-fold
capacity
increase
19
20
Our Infrastructure
Our
Infrastructure
OUR COMPANIES
Rocket Internet
Functional Experts
Company Lifecycle
Engineering
Product
Marketing
Business Intelligence
CRM
Define
Processes
Implement
Systems
Train
Companies
Optimize &
Benchmark
Moderate
Knowledge
Community
Payment
Security
Operations
Finance & Legal
Our Entrepreneurs
Each company is run by an independent leadership team,
which we refer to as entrepreneurs, co-founders or managing
directors. They are recruited locally as well as globally and
typically have entrepreneurial general management profiles
with outstanding analytical skills from dynamic backgrounds,
such as management consulting, investment banking, leading
Internet and technology companies and media and consumer
goods companies and have graduated from leading business
schools.
21
22
Our Technology
Our Technology
Rocket Internet is a technology company at heart. The proprietary Rocket Internet technology platform provides our
network of companies with state-of-the-art plug-and-play
solutions for almost any Internet business model. Our modular
infrastructure is built to scale with the needs of our businesses. It can easily be adapted to the specific requirements of
individual companies and complex markets. While stand-alone
start-ups have to develop their technology from scratch,
Rocket Internet provides its network of companies with a powerful and field-tested framework, giving them an edge over the
competition. Access to the proprietary Rocket Internet technology platform enables our entrepreneurs to focus on the core
business matters of their companies and to scale their operations without technological limitations. Rocket Internet provides an innovative, secure and stable technology framework
along the full lifecycle of an online company. This framework
consists of three complementary layers:
SkyRocket: Core application framework we use to build
companies in less than 100 days
Rocket Cloud Services: Industry-specific solutions we provide to our companies
Layer 1: SkyRocket
At the heart of our technology platform is SkyRocket, our proprietary mobile-first application framework that enables us to
launch companies in less than 100 days, independent of the
business model. It enables us to expediently assemble and
maintain a robust and scalable operational infrastructure based
on compatible plug-and-play modules.
SkyRocket provides a blueprint for all key technology components of a fast-growing online company, covering all steps in
the customer journey, from acquisition, to conversion, to retention, across the full device universe. It enables us to quickly
launch new companies and to provide them from day one with
a scalable technology platform that can handle high transaction
volume as companies grow. Its standardization provides for
cost savings and efficient sharing of technological improvements across business models and companies. Having such a
common platform across companies also allows us to crowdsource innovative ideas from our network of companies, integrate them into the common platform and hence make them
available to other companies using the same technology.
Layer 3:
Development of Customized
Technology for Our Companies
Examples:
Layer 2:
Rocket Cloud Services
Layer 1:
SkyRocket
Core
OUR COMPANIES
23
24
Our Technology
Rocket Internet
Technology Platform
Android
Redshift
iOS
Responsive Web
PostgreSQL
Frontend
APIs for native
mobile and
web
AWS
Azure
Storage
Standardized
APIs
Horizontal
(number of
countries)
SkyRocket
(core application framework allowing Rocket
to build companies in
less than 100 days)
Scalability
Vertical
(traffic
volume)
Payment
service
provider
integrations
ERP
integrations
Paypal
Adyen
BrainTree
FinancialForce
SAP
Product
correlations
Dynamic
Merchandising
Collaborative filtering
Recommen
dations API
Sorting &
Ranking API
DataJet.io
(real-time big data
cloud services)
Search API
Real-time
Tracking API
Multivariate
Testing
OUR COMPANIES
Order
Management
Customer Care
Mobile App
Inventory
Management
SellerCenter
(direct merchant
integration cloud
service)
SellerCenter
API
Facebook
Automation
Suite
Rocket Advertising
(marketing automation
and optimization cloud
services)
Rocket
Technology
Platform
ReferA-Friend
Solution
Reporting
Tools
RedShift
PostgreSQL
Storage API
Rocket Data
Warehouse Solution
(custom big data
management platform
for all Rocket Internet
ventures)
Facebook
Integration
Google
Analytics
Integration
Google
Adwords
Integration
SalesForce
Integration
ExactTarget
Integration
25
26
Our Network
Our Network
OUR COMPANIES
Food&Groceries
Fashion
General Merchandise
Home&Living
Travel
Regional Internet
Groups
27
28
AMERICAS
7,100
HEADCOUNT
Sao Paulo
OUR COMPANIES
RUSSIA&CIS
4,300
EUROPE
HEADCOUNT
6,200
HEADCOUNT
London
Berlin
Paris
Dubai
New Delhi
Lagos
Singapore
AFRICA&MIDDLE EAST
5,700
HEADCOUNT
ASIA-PACIFIC
13,800
HEADCOUNT
29
30
Employees
Employees
Retaining Talent
Asia-Pacific
7.1
Americas
7.8
Europe
Africa&
Middle East
Russia&CIS
13.8
9.3
5.3
4.3
4.3
4.2
6.2
5.7
OUR COMPANIES
Rocket Internet HQ
32%
Corporate Functions
68%
Functional Experts
Nationalities
4%
7%
America
Asia Pacific
WE TAKE OWNERSHIP
We are operators, who build companies from
end-to-end and take responsibility proactively
WE THINK BIG
Innovating in a single country is one thing,
but delivering the same service on a global scale
is quite another
2%
Africa
7%
WE ACT FAST
Western Europe
10%
Southern Europe
55%
Germany
15%
WE EXCHANGE GLOBALLY
Central Europe
Gender Diversity
34%
Women
WE AIM TO WIN
66%
Men
31
32
Rocket Internet
Stock Information
The year 2015 was the first full calendar year for Rocket Internet as a public company and characterized by a volatile share price development. Since the initial public offering on October 2, 2014
at EUR 42.50 in the Entry Standard of the Frankfurt Stock Exchange under the ticker symbol
RKET, the share has in 2015 seen a closing high of EUR 57.08 on February 10, 2015 and a closing
low of EUR 21.29 on September 24, 2016.
www.rocket-internet.com/
investors
In February 2015, Rocket Internet successfully raised EUR 588.5 million by placing 12,010,224
new shares that were issued to institutional investors at a price of EUR 49.00 per share, increasing the number of shares outstanding to 165,140,790.
On July 14, 2015, Rocket Internet announced the placement of convertible bonds with an aggregate principal amount of EUR 550.0 million maturing July 22, 2022. The bonds carry a coupon
of 3.00% per annum, payable semi-annually and the initial conversion price amounts to EUR
47.5355.
Rocket Internet announced on February 2, 2016 that it will use up to EUR 150.0 million to pursue
a buyback of the convertible bonds until the end of 2016, thereby reducing interest expenses as
well as potential dilution. Repurchased bonds will either be held or cancelled by Rocket Internet.
Share Information
as of March 31, 2016
Issuer
TYPE OF SHARES
STOCK EXCHANGE
MARKET SEGMENT
TOTAL NUMBER OF SHARES OUTSTANDING
ISSUED SHARE CAPITAL
ISIN
WKN
Rocket Internet SE
ORDINARY BEARER SHARES WITH NO PAR
VALUE (STCKAKTIEN)
FRANKFURT STOCK EXCHANGE
NON-REGULATED MARKET
(ENTRY STANDARD)
165,140,790
EUR 165,140,790
DE000A12UKK6
A12UKK
TICKER SYMBOL
RKET
COMMON CODE
111314110
THOMSON REUTERS
RKET.DE
BLOOMBERG
RKET:GR
OUR COMPANIES
33
Shareholder Structure
The shareholding percentages shown below are generally based on the shareholdings as last
notified to Rocket Internet by its shareholders pursuant to Section 20 German Stock Corporation
Act (Aktiengesetz) or the shareholdings as of the time of the IPO in October 2014. The shareholdings have, however, been adjusted for the dilution of and any allocations to shareholders in
connection with the share capital increase in February 2015. Please note that these shareholding
percentages could have changed within the respective thresholds of Section 20 German Stock
Corporation Act (25%/50%) without triggering an obligation of the shareholders to notify Rocket
Internet.
6.0
6.1
6.8
8.3
38.1
Access Industries
PLDT4)
Baillie Gifford
Kinnevik2)
United Internet3)
13.2
(1) The shareholding percentage shown for Global Founders includes shares that are held by affiliates of Global Founders GmbH.
(2) This shareholding percentage was also given in Kinnevik's year-end release 2015, published on February 11, 2016.
(3) This shareholding percentage was also given in United Internet's annual report 2015, published on March 11, 2016.
(4) This shareholding percentage was also given in PLDT's US - SEC form 20-F filing, published on March 18, 2016.
Dec. 31, 15
Dec. 31, 14
Change
28.24
51.39
- 45.0%
DAX
10,743.01
9,805.55
9.6%
MDAX
20,774.62
16,934.85
22.7%
1,830.74
1,371.36
33.5%
17,425.03
17,823.07
- 2.2%
2,043.94
2,058.90
- 0.7%
794.14
956.31
- 17.0%
TECDAX
Dow Jones
S&P 500
MSCI Emerging Markets Index
34
The performance of global stocks throughout the year 2015 was shaped by a volatile and uncertain market, caused by the unpredictability of future quantitative easing measures by the United
States Federal reserve and the European Central Bank as well as geopolitical stress in Europe and
the Middle East. In the first months of the year, German stocks continued a bullish path, reaching
all-time highs. However, driven by falling oil prices and the fear of higher interest rates in the US
as well as a drop in the Shanghai Composite in August, global indices declined in the second half
of 2015. While in the first months after the IPO, the Rocket Internet share outperformed global
indices, in 2015, it suffered from prevailing market conditions, declining by 45% to EUR 28.24 per
share at the end of 2015, compared to EUR 51.39 per share as of December 31, 2014.
140
140
120120
100100
80
80
60
60
40
4020
Rocket Internet
DAX
TECDAX
MDAX
Jan
S&P 500
Dow Jones Industrial
MSCI Emerging Markets
Mar
Jun
Sep
Dec
Financial Calendar
May 31, 2016
June 9, 2016
OUR COMPANIES
Report of the
Supervisory Board
of Rocket Internet SE for the Financial Year 2015
Dear Shareholders,
The Supervisory Board of Rocket Internet is looking back on its second year of work. Key
challenges of the year 2015 for Rocket Internet were significant macroeconomic changes, in
particular the economic slowdown in emerging markets and the weakening of emerging market
currencies. Furthermore, Rocket Internet pursued key projects such as the formation of Rocket
Internets online food delivery group, including the integration of Delivery Hero into this group,
as well as the formation and integration of the Global Fashion Group. The Supervisory Board
advised and supervised the Management Board with respect to these key projects and further
material management matters. It was deeply involved in all matters of fundamental importance
for Rocket Internet and was thereby able to convince itself of the lawfulness and appropriateness
of all actions of the Management Board.
1. Summary
The financial year 2015 brought changes in the composition of the Supervisory Board. At the
Annual General Meeting 2015, five of the nine members of the Supervisory Board were elected
with two members being confirmed in office and three new members being appointed.
The Supervisory Board continued to be involved in a number of approvals of a variety of measures at the level of Rocket Internet as well as transactions directly relating to Rocket Internets
network of companies: In March, Rocket Internets legal form was converted from AG to SE. In
February, Rocket Internet issued new shares by way of an accelerated bookbuild offering which
raised gross proceeds of EUR 588.5 million. In July, Rocket Internet issued convertible bonds
in the amount of EUR 550.0 million. These bonds are listed on the Open Market (Freiverkehr/
Entry Standard) of the Frankfurt Stock Exchange. In addition, the Supervisory Board, after careful
review and discussion, approved several transactions regarding Rocket Internets network of
companies. With respect to transactions not requiring the Supervisory Boards prior approval, the
Management Board kept the Supervisory Board apprised and involved. Apart from the ongoing
transactional advice the Supervisory Board offered to the Management Board, the Supervisory
Board put a focus on the development of the strategic orientation of Rocket Internet.
In 2015, a total of four Supervisory Board meetings were held: On April 21, 2015, June 23, 2015,
September 15, 2015 and December 3, 2015. All members participated in all of those meetings.
The Chairman of the Supervisory Board stayed in close contact with the CEO also outside of
meetings. In addition, over 40 resolutions were passed outside of meetings in written form or by
way of telephone conferences.
35
36
The Management Board of Rocket Internet regularly and timely provided the Supervisory Board
with comprehensive information on Rocket Internet policies, fundamental questions of management and planning, the financial development, compliance, the status of the transition of financial
accounting from German GAAP principles to international IFRS standards and any events of
significance for Rocket Internet. Relevant deviations from the business plan were comprehensively discussed. Members of the Management Board made themselves available at any time
for questions and discussions during and also outside of the Supervisory Boards meetings. The
Supervisory Board reviewed whether the financial reporting of Rocket Internet conformed to
applicable requirements.
OUR COMPANIES
Furthermore, the Supervisory Board dealt with the appropriateness of the remuneration of the
members of the Management Board. In this context, the Supervisory Board engaged an independent, external advisor to render an opinion on the appropriateness of the remuneration. According
to the expert, the remuneration, including all its components, is appropriate and customary in
Rocket Internets market. The Supervisory Board shares this opinion.
In addition, the Supervisory Board approved multiple financing rounds in companies in the network of companies as well as acquisitions of companies. It closely monitored and approved
the establishment of Rocket Internets global online takeaway food business by acquiring and
increasing its stake in Delivery Hero and building up its stake in foodpanda. After detailed dis
cussion and review, the Supervisory Board furthermore approved, inter alia, multiple financing
rounds in Westwing, Global Fashion Group, Home24 and the acquisition of shares in HelloFresh.
Audit Committee
The members of the Audit Committee are Professor Dr Schindler, successor of Dr Schipporeit as
from June 23, 2015, and Chairman of the Committee as from December 16, 2015 as well as independent member with special knowledge of accounting and auditing (Sec. 100 para. 5 German
Stock Corporation Act), Mr Mitteregger (Chairman until December 16, 2015), and Mr Nazareno.
The preparation of discussions and resolutions of the Supervisory Board to review and approve
the annual and semi-annual consolidated financial statements and the proposal on the appropriation of the distributable profit are among the duties of the Audit Committee. In addition, the Audit
Committee is responsible for the monitoring of the independence of the Auditor. It makes a proposal to the Supervisory Board for the selection of the auditor as well as for the focus points of
the audit. The Committee deals with other periodic financial reporting, with general questions of
accounting, including the application of new accounting standards and with the internal risk management system, the internal control system, the internal audit system and all compliance issues.
The Audit Committee met four times in the past financial year with all members present in order
to, inter alia, discuss the consolidated financial statements and group consolidated financial statements for the financial year 2014 and to make recommendations for their approval and for the
instructions to the auditor for the financial year 2015 by the Supervisory Board. In addition, the
Committee continued to deal with the transition process of the accounting methods of Rocket
Internet from German GAAP to IFRS, the internal risk management system and the compliance
management system of Rocket Internet. Members of the management of Rocket Internet and
representatives of the auditor were available for the Audit Committee members and participated
in its meetings when necessary to discuss particular agenda items.
Remuneration Committee
Professor Dr Englert (Chairman), Mr Grabau, Mr Shinar, Mr Nazareno and Mr Lang, successor of
Mr Dommermuth as from June 23, 2015, are the members of the Remuneration Committee.
The tasks of the Remuneration Committee are above all the remuneration system, including the
variable components for the Management Board and certain leading executives, and its implementation in the relevant service agreements. In addition, the Remuneration Committee prepares
the regular review of the remuneration system for the Management Board by the full Supervisory
Board.
37
38
Nomination Committee
The Nomination Committee consists of Chairman Professor Dr Englert, Mr Grabau, Mr Shinar,
Mr Nazareno and Mr Lang, successor of Mr Dommermuth as from June 23, 2015. The Nomination Committee proposes to the Supervisory Board suitable candidates for its proposal to
the General Meeting for the election of members of the Supervisory Board.
Executive Committee
The Chairman of the Executive Committee is Mr Grabau. Its other members are Professor Dr
Englert, Mr Shinar, Mr Nazareno and Mr Lang, successor of Mr Dommermuth as from June 23,
2015. The Executive Committee prepares the meetings of the Supervisory Board and deals with
ongoing matters between the meetings of the Supervisory Board. It makes proposals to the
Supervisory Board for the appointment and removal of Management Board members, deals with
employment and pension agreements and is also responsible for the preparation of decisions in
the area of corporate governance.
Investment Committee
The Investment Committee consists of Professor Dr Englert as Chairman and Mr Grabau,
Mr S
hinar, Mr Nazareno and Mr Lang, successor of Mr Dommermuth as from June 23, 2015.
The Investment Committee discusses with the Management Board the annual investment plan
and investment focus points of Rocket Internet, reviews the ongoing investment projects, deals
with the acquisition of equity and debt capital and with strategic and financial participations.
The Investment Committee is furthermore exclusively responsible for the approval of medium
sized investments. In this capacity, it approved three business transactions: The increase of
Rocket Internets shareholding in Travelbird, the final terms of the sale of Zencap and a further
investment in Africa Internet Holding GmbH.
Financing Committee
The Financing Committee acts on behalf of the Supervisory Board in the process of issuing
Rocket Internets convertible bond. Chairman of the Committee is Mr Grabau. Its other members
are Professor Dr Englert and Mr Shinar.
The Financing Committee held one meeting via telephone conference and passed its resolution
by telephone. The Committee dealt with significant details of the issuing process, discussed it
with the advising banks and external lawyers and reviewed their opinions. It granted the necessary approval to the Management Board to the placement of the convertible bonds under exclusion of the shareholders subscription rights and to the commencement and execution of the
book-building procedure.
5. Corporate Governance
In the course of the financial year 2015, the Supervisory Board furthermore continued to follow
standards of good corporate governance. According to Sec. 4 para. 2 of the Rules of Procedure of
the Supervisory Board, each member of the Supervisory Board is obliged to disclose conflicts of
interests to the Supervisory Board. In the financial year 2015, no member of the Supervisory Board
has disclosed any conflict of interests.
OUR COMPANIES
39
41
2
Our
Companies
Content
42 Introduction
44 Food & Groceries
52 Fashion
66 General Merchandise
74 Home & Living
80 Travel
83 Regional Internet Groups
88 New Businesses & Investments
42
Our Companies
Introduction
Rocket Internet has built a large and geographically diverse network of companies,
active in more than 110 countries across six continents.
Food&Groceries
Food & Groceries account for a significant part of consumer
spending. We view this sector as particularly attractive, given
the high frequency and repurchase characteristics. We have
focused on the two most attractive models in the Food &
Groceries sector where we seek to build and maintain market
leading positions. HelloFresh has been able to establish an
international position in the personalized fresh food at home
market. In 2015, HelloFresh entered into a strategic partnership with one of the preeminent chefs Jamie Oliver.
The second model, in which we have invested significantly in
2015, is marketplaces for online food takeaway. Rocket Internet owns 37.3% in Delivery Hero - one of the worlds largest
food networks with a presence in more than 33 markets,
focusing mainly on Continental Europe, Turkey and the Middle
East. In addition, we increased our ownership in foodpanda,
a market leader in online food takeaway in emerging markets.
foodpanda operates in 26 countries in Eastern Europe, the
Middle East, South-East Asia and Africa.
Fashion
In 2015, the roll up of our five emerging market online Fashion
companies Lamoda, Dafiti, Namshi, Zalora and Jabong into
Global Fashion Group was completed. These online fashion
retailers offer a wide variety of internationally renowned brands
as well as private labels in product categories covering mens,
womens and childrens clothing, shoes, accessories as well as
a certain selection of home decor and beauty items. Overall,
the group targets a population across four continents in 27
markets.
General Merchandise
The General Merchandise sector comprises companies offering a broad assortment of consumer products (including
consumer electronics, fashion, home & living, sporting goods,
media as well as health & beauty products). Our General
Merchandise businesses have shifted to be predominantly
marketplace models, allowing merchants to list and transact
their product via the platform. Our General Merchandise companies are Lazada in the Asia-Pacific region, Jumia in Africa
and Linio in Latin America.
Home&Living
Our two companies that operate in the Home & Living sector
are Home24 and Westwing. Home24 is a leading online shop
for home & living products in Europe, operating in seven European countries and in Brazil, Russia and Kazakhstan. Westwing
is a leading international home & living eCommerce company
that offers a frequently changing, curated selection of home &
living products to its customers in eleven European countries
and Brazil.
Travel
Our company in the Travel sector is Traveloka, a company
that offers a flight search engine and hotel booking service in
South-East Asia.
OUR COMPANIES
Our Regional Internet Groups combine the local market knowhow with regional commercial partnerships and sourcing.
The Regional Internet Groups support the roll-out of different
business models in their respective regions and benefit from
the strategic partnerships with large local telecommunication
operators, who are also co-investors in the respective Regional
Group. Asia Pacific Internet Group is headquartered in Singapore, Middle East Internet Group in Dubai and Africa Internet
Group in Lagos and Paris.
The participation quotas shown in the Chapter Our Companies may differ compared to respective figures shown in other parts of this Annual Report. The differences are
caused by the consideration of unallocated trust shares, which have for accounting purposes been allocated to the Group, by the elimination of treasury shares when calculating ownership interests for accounting purposes as well as by agreements in which signing and closing do not occur simultaneously. All the numbers relating to participation
quotas in the Annual Report (except stated otherwise) are calculated on a non-diluted basis. Financing rounds or other transactions that happened post end of March are not
reflected in this Annual Report. Founded indicates in this chapter the legal foundation year which often precedes the operational launch date.
43
44
OUR COMPANIES
Food&Groceries
EUR
534.4 million
2015 Revenues
45
46
2011
Subscription
Commerce
Founded
Business Model
1,177
Europe,
North America,
Asia-Pacific
Regions
Sector
Rocket Internet Stake
December 2015
Fresh Food
at Home
56.4%
OUR COMPANIES
47
Food&Groceries
HelloFresh
delivers ingredients for
healthy home
cooked meals in
7countries
Key Figures
Key Financials
(in EUR million)
Net revenue
% growth
305.0
69.6
338.0%
391.8%
(86.2)
(12.2)
(17.6%)
5.6
0.7
% of net revenue
1.8%
1.0%
Balance Sheet
(in EUR million)
% margin
FY 2014
(28.3%)
Adjusted EBITDA1)
The following table provides an overview of HelloFreshs consolidated key financials, which have been derived from
HelloFreshs accounting or controlling records and have been
prepared on the basis of IFRS and HelloFreshs key performance indicators, which are based on management reports.
FY 2015
Capex2)
Dec 31, 15
Dec 31, 14
(28.4)
(7.2)
Cash position
109.2
19.8
FY 2015
FY 2014
Key Performance
Indicators (in million)
Number of
servings delivered4)
% growth
Active subscribers5)
(in thousand)
% growth
49.5
12.3
302.4%
412.5%
614.5
172.7
255.8%
444.8%
(1) Adjusted EBITDA is calculated as (i) EBIT (FY 2014: loss of EUR 15.8m;
FY 2015: loss of EUR 115.5m) plus (ii) depreciation of property, plant and
equipment and amortization of intangible assets (FY 2014: EUR 0.2m; FY
2015: EUR 0.6m). Adjusted EBITDA excludes share based compensation
expenses and non-recurring items that amounted to EUR 3.3m in FY 2014
and EUR 28.6m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and
equipment (FY 2014: EUR 0.7m; FY 2015: EUR 5.6m) plus (ii) acquisition of
intangible assets excluding goodwill (FY 2014: None; FY 2015: EUR 0.1m).
(3) Net working capital is calculated as (i) inventories (December 31, 2014: EUR
1.4m; December 31, 2015: EUR 5.6m) plus (ii) trade receivables (December
31, 2014: EUR 2.7m; December 31, 2015: EUR 11.5m) minus (iii) trade payables (December 31, 2014: EUR 11.2m; December 31, 2015: EUR 45.5m).
(4) Number of all servings/meals sold and shipped to customers in period.
(5) Number of people subscribed to services and having ordered at least once
during the last three months of the period presented.
48
D
2011
Marketplace
Founded
Business Model
3,332
Worldwide
Regions
Sector
Rocket Internet Stake
December 2015
Food Takeaway
37.3%)
OUR COMPANIES
49
Food&Groceries
Delivery Hero
operates one
of the world's
largest online
food networks
Key Figures
Key Performance
Indicators (in million)
FY 2015
FY 2014
1,631.3
656.7
% growth
148.4%
115.9%
111.6
39.5
182.6%
139.8%
Total orders
% growth
Net revenue
(in EUR million)
% growth
197.9
88.0
124.8%
111.2%
50
2013
Marketplace
Business Model
3,392
Emerging
Markets
Regions
Sector
Rocket Internet Stake
December 2015
Food Takeaway
49.1%
OUR COMPANIES
51
Food&Groceries
Key Figures
Key Financials
(in EUR million)
Net revenue
% growth
Gross profit
FY 2015
FY 2014
31.5
6.7
373.0%
838.9%
30.0
6.5
% margin
95.2%
97.4%
Adjusted EBITDA1)
(102.6)
(33.6)
% margin
N/M
N/M
Capex2)
53.5
44.9
% of net revenue
N/M
N/M
Balance Sheet
(in EUR million)
Dec 31, 15
Dec 31, 14
In 2015, foodpanda continued its strong growth, both organically and through acquisitions. Gross merchandise volume
increased by 128.3% from EUR 116.7 million in 2014 to EUR
266.4 million in 2015. Organic growth was realized by adding
new vendors, expansion to new countries and cities, acquisition of new customers and improved customer loyalty.
(9.4)
(5.9)
Cash position
97.9
44.5
Key Performance
Indicators (in million)
FY 2015
FY 2014
266.46)
116.76)
% growth
Total orders5)
% growth
128.3%
N/M
22.66)
8.76)
158.6%
N/M
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of EUR 39.6m; FY 2015: loss of EUR 117.5m) plus (ii) depreciation of property, plant and equipment (FY 2014: EUR 0.2m; FY 2015: EUR 0.6m) plus
(iii) amortization of intangible assets (FY 2014: EUR 1.4m; FY 2015: EUR
8.4m). Adjusted EBITDA excludes share based compensation expenses
that amounted to EUR 4.5m in FY 2014 and EUR 5.9m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and
equipment (FY 2014: EUR 0.4m; FY 2015: EUR 2.7m) plus (ii) acquisition of
intangible assets including acquisition of subsidiaries and businesses, net
of cash acquired, NCI and Investment in associate & other financial assets
(FY 2014: EUR 44.4m; FY 2015: EUR 50.7m).
(3) Net working capital is calculated as (i) inventories (December 31, 2014: EUR
0.2m; December 31, 2015: EUR 0.5m) plus (ii) trade and other receivables
(December 31, 2014: EUR 5.3m; December 31, 2015: EUR 10.1m) minus
(iii) trade and other payables (December 31, 2014: EUR 11.3m; December
31, 2015: EUR 19.9m).
(4) The total value of total orders sold in period, converted to EUR using
period specific exchange rates, including commission, delivery and service
fees, and taxes.
(5) Total number of orders booked and delivered.
(6) Pro forma for acquisitions.
52
Fashion
OUR COMPANIES
Fashion
EUR
930.1 million
2015 Revenues
53
54
G
2014
eCommerce
Founded
Business Model
10,548
Emerging
Markets
Regions
Sector
Rocket Internet Stake
December 2015
Fashion
22.5%) 2)
(1) Anticipates completion of last roll up step in creation of the Global Fashion
Group.
(2) Overall Rocket Internets ownership is 24.8% if including the stake held
through Latin America Internet Group.
OUR COMPANIES
55
Fashion
Global Fashion
Group operates
across four
continents
Key Figures
Key Financials
(in EUR million)
FY 2015
FY 20148)
Net revenue
9)
930.1
627.4
% growth
48.2%
97.8%
Gross profit
318.59)
186.3
% margin
34.2%
29.7%
Adjusted EBITDA1)
(275.3)9)
(234.7)
% margin
(29.6%)
(37.4%)
Capex2)
27.49)
n.a.
% of net revenue
2.9%
n.a.
Balance Sheet
(in EUR million)
Dec 31, 15
Dec 31, 14
17.49)
n.a.
Cash position
76.7
9)
223.89)
Key Performance
Indicators (in million)
FY 2015
FY 2014
1,494.3
1,025.2
45.8%
70.7%
23.6
18.6
26.9%
79.8%
15.3
9.4
62.2%
80.1%
7.7
5.8
32.9%
50.8%
% growth
Total orders5)
% growth
The following table provides an overview of GFGs consolidated key financials, which have been derived from GFGs
accounting or controlling records and have been prepared
on the basis of IFRS and GFGs key performance indicators,
which are based on management reports.
Total customers6)
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2015: loss
of EUR 384.0m) plus (ii) depreciation of property, plant and equipment (FY
2015: EUR 9.9m) plus (iii) amortization of intangible assets (FY 2015: EUR
60.3m). Adjusted EBITDA excludes share based compensation expenses
that amounted to EUR 38.6m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and equipment (FY 2015: EUR 20.7m) plus (ii) acquisition of intangible assets (FY 2015:
EUR 6.7m).
(3) Net working capital is calculated as (i) inventories (December 31, 2015:
EUR 166.5m) plus (ii) trade and other receivables (December 31, 2015:
EUR 48.3m) minus (iii) trade and other payables (December 31, 2015: EUR
197.4m).
(4) The total value of total orders sold in period, excluding taxes and shipping
costs, including value of vouchers.
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period.
(6) Number of customers that have made at least one order as defined in total
orders at any time before end of period.
(7) Number of customers having made at least one order as defined in total
orders within the last 12 months before end of period.
(8) Based on simple aggregation and not a true consolidation.
(9) Derived from unaudited consolidated financial statements of GFG. Differences relative to sum-of-the-parts are due to eliminations, holding and other.
Gross profit grew from EUR 186.3 million in 2014 to EUR 318.5
million in 2015, while the gross profit margin changed by 4.5
percentage points, from 29.7% in 2014 to 34.2% in 2015.
The adjusted EBITDA margin improved by 7.8 percentage
points to -29.6% in 2015 from -37.4% in 2014.
Net working capital was EUR 17.4 million as of December 31,
2015.
GFGs cash and cash equivalents amounted to EUR 76.7 million as of December 31, 2015.
% growth
Active customers (LTM)7)
% growth
56
L
2010
eCommerce
Founded
Business Model
4,011
CIS
Regions
Sector
Fashion
amoda has become one of the leading and most recognized online retailers for fashion in the CIS. Since its
launch in Russia in 2011, the company has expanded
into Kazakhstan in 2012, where it soon became the
market leader, as well as into Ukraine the following year.
L amoda commenced its Belarus operations in 2014. In 2015,
the company recorded net revenue of RUB 15,946.7 million, an
increase of 67.9% over the previous year and as of December
2015 Lamoda employed more than 4,000 people. The com
pany offers a growing range of mens, womens and childrens
clothing, shoes and accessories, sourced from well-known
designers as well as promising young brands and has also
set-up its own complementary, fast growing private labels.
Through its website and its mobile applications, which regularly rank high in app-stores, customers can access more than
100,000 products from over 1,000 regional and international
brands. In 2015, over 30% of net revenue was generated
through the mobile website and applications.
Since its launch, Lamoda has shown high customer growth
rates as well as increasing repurchase rates. In 2015 Lamoda
invested in its fulfillment center in order to accommodate the
steady increase in orders. By establishing its own distribution
and delivery capabilities, which process more than 70% of
the shipments, Lamoda successfully overcame the logistics
challenge in Russia, offering a high quality service, including
try-on services as well as next day delivery options in more
than 130 cities.
OUR COMPANIES
57
Fashion
Lamoda's
mobile
applications
rank high in
app-stores
Key Figures
Key Financials
(in RUB million)
FY 2015
FY 2014
Net revenue
15,946.7
9,496.2
% growth
Gross profit
% margin
Adjusted EBITDA1)
% margin
Balance Sheet
(in RUB million)
Net working capital
2)
67.9%
84.4%
6,486.3
3,879.1
40.7%
40.8%
(2,737.4)
(2,158.1)
(17.2%)
(22.7%)
Dec 31, 15
Dec 31, 14
659.5
(483.9)
Key Performance
Indicators (in million)
FY 2015
FY 2014
43,909.3
23,527.2
86.6%
99.8%
5.5
3.9
41.6%
70.3%
4.2
2.7
57.2%
88.2%
2.2
1,7
33.8%
52.1%
% growth
Total orders4)
% growth
Total customers5)
% growth
Active customers (LTM)6)
% growth
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of RUB 2,382.9m; FY 2015: loss of RUB 3,065.3m) plus (ii) depreciation
of property, plant and equipment (FY 2014: RUB 134.8m; FY 2015: RUB
232.2m) plus (iii) amortization of intangible assets (FY 2014: RUB 32.0m; FY
2015: RUB 67.6m). Adjusted EBITDA excludes share based compensation
expenses that amounted to RUB 58.1m in FY 2014 and RUB 28.1m in FY
2015.
(2) Net working capital is calculated as (i) inventories (December 31, 2014:
RUB 1,841.5m; December 31, 2015: RUB 2,912.1m) plus (ii) trade and other
receivables (December 31, 2014: RUB 111.8m; December 31, 2015: RUB
189.2m) minus (iii) trade and other payables (December 31, 2014: RUB
2,437.2m; December 31, 2015: RUB 2,441.9m).
(3) The total value of total orders sold in period, excluding taxes and shipping
costs.
(4) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period.
(5) Number of customers that have made at least one order as defined in total
orders at any time before end of period.
(6) Number of customers having made at least one order as defined in total
orders within the last 12 months before end of period.
58
2010
eCommerce
Founded
Business Model
3,404
Latin America
Regions
Sector
Fashion
OUR COMPANIES
59
Fashion
Dafiti's private
labels have
established
themselves as
top-sellers
Key Figures
Key Financials
(in BRL million)
FY 2015
Net revenue
% growth
Gross profit
The following table provides an overview of Dafitis consolidated key financials, which have been derived from Dafitis
accounting or controlling records and have been prepared
on the basis of IFRS and Dafitis key performance indicators,
which are based on management reports.
In 2015, Dafiti continued its growth trajectory, net revenue
increased by 44.6%, from BRL 592.2 million in 2014 to BRL
856.4 million, driven by a 37.2% increase in the number of
customers and an increase in the average order size.
The gross profit margin changed by one percentage point to
38.6% in 2015 from 37.6% in 2014.
The adjusted EBITDA margin improved from -35.2% in 2014
to -27.1% in 2015.
Net working capital changed from BRL -34.8 million as of
December 31, 2014 to BRL -24.7 million as of December 31,
2015.
856.4
592.2
44.6%
41.2%
331.0
222.4
% margin
38.6%
37.6%
Adjusted EBITDA1)
(231.7)
(208.2)
(27.1%)
(35.2%)
Dec 31, 15
Dec 31, 14
(24.7)
(34.8)
FY 2015
FY 2014
867.7
625.9
38.6%
37.1%
5.4
4.4
21.0%
34.3%
5.1
3.7
37.2%
57.4%
% margin
In order to foster future growth and strengthen its positioning
in the sports and kids market, in 2015, Dafiti acquired two
online eCommerce platforms Kanui and Tricae, focusing on
men's and children's fashion respectively. Also, Dafiti started
new customer service operations and opened a second service center in Brazil.
FY 2014
Balance Sheet
(in BRL million)
Net working capital
2)
Key Performance
Indicators (in million)
GMV3) (in BRLmillion)
% growth
Total orders4)
% growth
Total customers5)
% growth
Active customers (LTM)
6)
% growth
2.4
2.1
14.6%
28.9%
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of BRL 223.5m; FY 2015: loss of BRL 274.5m) plus (ii) depreciation of
property, plant and equipment (FY 2014: BRL 4.6m; FY 2015: BRL 6.0m)
plus (iii) amortization of intangible assets (FY 2014: BRL 2.6m; FY 2015: BRL
7.6m). Adjusted EBITDA excludes share based compensation expenses that
amounted to BRL 8.0m in FY 2014 and BRL 29.2m in FY 2015.
(2) Net working capital is calculated as (i) inventories (December 31, 2014: BRL
129.7m; December 31, 2015: BRL 133.8m) plus (ii) trade and other receivables (December 31, 2014: BRL 48.0m; December 31, 2015: BRL 37.6m)
minus (iii) trade and other payables (December 31, 2014: BRL 212.5m; December 31, 2015: BRL 196.2m).
(3) The total value of total orders sold in period, excluding taxes and shipping
costs, including value of vouchers.
(4) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period.
(5) Number of customers that have made at least one order as defined in total
orders at any time before end of period.
(6) Number of customers having made at least one order as defined in total
orders within the last 12 months before end of period.
60
N
2012
eCommerce
Founded
Business Model
315
Middle East
Regions
Sector
Fashion
amshi is a leading online fashion retailer in the Middle East, offering an assortment of clothing, shoes
and accessories for men, women and children, both
from local and international designers as well as
from its own private labels. Namshi has successfully built an
online fashion eCommerce presence in seven countries (Bahrain, Kuwait, Lebanon, Oman, Qatar, Saudi Arabia and United
Arab Emirates), capitalizing on the continuous shift to online
purchases in the Middle Eastern region. Namshis portfolio of
more than 30,000 products from over 500 international brands
can be accessed through its website, mobile sites as well as
its top rated mobile applications. Mobile sales contributed to
81% of Namshis total revenue of AED 439.0 million in 2015.
Namshi has grown to 315 employees as of December 2015
and, by the end of the year, Namshi served more than 280,000
active customers.
In 2015, Namshi improved its assortment with local and
international brands such as Mango, Topshop and Topman.
Throughout 2015, the company continued its strong top line
growth and invested in logistics infrastructure as well as new
warehouses to provide a platform for future growth. This
logistics strategy enables Namshi to offer same-day delivery
options and to control the customer experience end-to-end in
the United Arab Emirates.
The following table provides an overview of Namshis consolidated key financials, which have been derived from Namshis
accounting or controlling records and have been prepared on
the basis of IFRS and Namshis key performance indicators,
which are based on management reports.
OUR COMPANIES
61
Fashion
Namshi
c apitalizes on
the continuous
shift to online
purchases in the
Middle East
Key Figures
Key Financials
(in AED million)
Net revenue
% growth
Gross profit
% margin
215.2%
237.3
91.0
54.1%
54.3%
(20.3)
Dec 31, 15
Dec 31, 14
38.2
9.3
Key Performance
Indicators (in million)
FY 2015
FY 2014
522.6
200.4
160.8%
218.8%
2)
% growth
Total orders
4)
% growth
Total customers5)
% growth
Active customers (LTM)6)
161.8%
(12.1%)
Balance Sheet
(in AED million)
167.7
(10.2)
% margin
FY 2014
439.0
(2.3%)
Adjusted EBITDA
1)
FY 2015
% growth
1.2
0.5
152.3%
206.6%
0.8
0.3
147.2%
195.5%
0.3
0.2
20.3%
207.8%
62
Z
2011
eCommerce
Founded
Business Model
2,154
Asia Pacific
Regions
Sector
Fashion
OUR COMPANIES
63
Fashion
Key Figures
Key Financials
(in EUR million)
Zalora's mobile
applications have
been downloaded
over five million
times
Net revenue
% growth
Gross profit
% margin
40.0
35.0%
34.2%
Dec 31, 15
Dec 31, 14
2.9
8.4
Key Performance
Indicators (in million)
FY 2015
FY 2014
274.3
151.6
81.0%
80.3%
6.1
3.8
58.5%
89.5%
6.7
3.9
70.6%
91.4%
70.2%
72.8
(68.7)
2)
77.5%
(58.6%)
Balance Sheet
(in EUR million)
117.2
(93.5)
% margin
The following table provides an overview of ZALORAs consolidated key financials, which have been derived from ZALORAs
accounting or controlling records and have been prepared on
the basis of IFRS and ZALORAs key performance indicators,
which are based on management reports.
FY 2014
208.0
(44.9%)
Adjusted EBITDA
1)
FY 2015
% growth
Total orders4)
% growth
Total transactions5)
% growth
Total customers
6)
% growth
Active customers (LTM)7)
% growth
5.2
2.7
91.5%
102.2%
2.7
1.8
55.4%
72.9%
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of EUR 81.3m; FY 2015: loss of EUR 104.2m) plus (ii) depreciation of property, plant and equipment (FY 2014: EUR 0.7m; FY 2015: EUR 1.4m) plus
(iii) amortization of intangible assets (FY 2014: EUR 0.4m; FY 2015: EUR
0.4m). Adjusted EBITDA excludes share based compensation expenses
that amounted to EUR 11.5m in FY 2014 and EUR 8.9m in FY 2015.
(2) Net working capital is calculated as (i) inventories (December 31, 2014: EUR
28.1m; December 31, 2015: EUR 33.1m) plus (ii) trade and other receivables
(December 31, 2014: EUR 5.1m; December 31, 2015: EUR 10.1m) plus (iii)
prepaid expenses (December 31, 2014: EUR 4.7m; December 31, 2015:
EUR 4.8m) minus (iv) trade and other payables (December 31, 2014: EUR
29.5m; December 31, 2015: EUR 45.1m).
(3) The total value of total transactions sold in period, excluding taxes and
shipping costs, including value of vouchers and coupons.
(4) Total number of valid (i.e. not failed or declined) orders starting the fulfillment process less cancelled orders (before rejected and returned orders),
i.e. total number of orders shipped in the period (eCommerce excluding
marketplace).
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period (eCommerce and marketplace).
(6) Number of customers that have made at least one transaction as defined
in total transactions at any time before end of period.
(7) Number of customers having made at least one order as defined in total
orders within the last 12 months before end of period.
64
S
2010
eCommerce
Founded
Business Model
660
India
Regions
Sector
Fashion
OUR COMPANIES
65
Fashion
The majority of
Jabong's orders
are placed by
loyal, returning
customers
Key Figures
Key Financials
(in INR million)
FY 2015
Net revenue
8,691.4
8,114.1
7.1%
135.7%
Gross profit
(467.4)
(1,595.8)
% margin
(5.4%)
(19.7%)
(4,263.6)
(4,540.1)
(49.1%)
(56.0%)
FY 2015
FY 2014
1,310.8
814.3
Key Performance
Indicators (in million)
FY 2015
FY 2014
15,029.0
13,206.4
13.8%
158.3%
% growth
Adjusted EBITDA
1)
The following table provides an overview of Jabongs consolidated key financials, which have been derived from Jabongs
accounting or controlling records and have been prepared on
the basis of IFRS and Jabongs key performance indicators,
which are based on management reports.
Greater focus on its marketplace platform as well as an increase in product assortment led to an increase of Jabongs
net revenue from INR 8,114.1 million in 2014, to INR 8,691.4
million in 2015.
% margin
Balance Sheet
(in INR million)
Net working capital
2)
3)
% growth
Total orders
4)
FY 2014
% growth
Total transactions5)
% growth
5.4
5.9
(8.7%)
131.7%
8.8
8.7
0.6%
158.7%
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of INR 4,727.1m; FY 2015: loss of INR 4,491.3m) plus (ii) depreciation of
property, plant and equipment and amortization of intangible assets (FY
2014: INR 148.4m; FY 2015: INR 216.4m). Adjusted EBITDA excludes share
based compensation expenses that amounted to INR 38.6m in FY 2014 and
INR 11.4m in FY 2015.
(2) Net working capital is calculated as (i) inventories (December 31, 2014:
INR 2,362.2m; December 31, 2015: INR 2,867.9m) plus (ii) trade and other
receivables (December 31, 2014: INR 999.8m; December 31, 2015: INR
1,021.8m) plus (iii) prepayments and other assets (December 31, 2014:
INR 229.4m; December 31, 2015: INR 236.0m) minus (iv) trade and other
payables (December 31, 2014: INR 2,777.1m; December 31, 2015: INR
2,814.9m).
(3) The total value of total transactions sold in period, excluding taxes and
shipping costs, including value of paid vouchers and coupons.
(4) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period.
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period (eCommerce and marketplace).
66
General Merchandise
OUR COMPANIES
General Merchandise
EUR
450.0 million
2015 Revenues
67
68
L
2011
Marketplace
Founded
Business Model
5,692
South-East
Asia
Regions
Sector
Rocket Internet Stake
December 2015
General
Merchandise
22.8%
OUR COMPANIES
69
General Merchandise
Lazada provides
an effortless
shopping
experience
Key Figures
Key Financials
(in USD million)
Net revenue
% growth
Gross profit
% margin
154.3
78.2%
104.2%
67.0
22.4
24.4%
14.5%
(296.5)
(142.5)
(92.4%)
Dec 31, 15
Dec 31, 14
75.4
198.0
Key Performance
Indicators (in million)
FY 2015
FY 2014
1,024.7
383.8
% growth
167.0%
304.8%
% margin
The following table provides an overview of Lazadas consolidated key financials, which have been derived from Lazadas
accounting or controlling records and have been prepared on
the basis of IFRS and Lazada's key performance indicators,
which are based on management reports.
FY 2014
275.0
(107.8%)
Adjusted EBITDA1)
covering over 250 cities and districts with 84 last mile distri
bution hubs, six sortation centers and a fleet of over 2,000
vehicles by the end of 2015.
FY 2015
Balance Sheet
(in USD million)
Cash position
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of USD 150.7m; FY 2015: loss of USD 328.8m) plus (ii) depreciation of
property, plant and equipment (FY 2014: USD 1.4m; FY 2015: USD 5.1m)
plus (iii) amortization of intangible assets (FY 2014: USD 0.5m; FY 2015: USD
1.2m). Adjusted EBITDA excludes share based compensation expenses that
amounted to USD 6.3m in FY 2014 and USD 26.1m in FY 2015.
(2) The total value of total transactions sold in period, including taxes and
shipping costs. Total transactions are defined as the total number of valid
(i.e. not failed or declined) orders starting the fulfillment process less cancelled orders (before rejected and returned orders), i.e. total number of
orders shipped in the period (eCommerce and marketplace).
70
Jumia
capitalizes on
increasing traffic
from mobile
devices
2012
eCommerce/
Marketplace
Founded
Business Model
3,486
Africa
Regions
Sector
Rocket Internet Stake
December 2015
March 2016
General
Merchandise
and Fashion
26.9%1)
33.5%2)
(1) Reflects 8.1% of Jumia stake held indirectly through Jumia's holding company and 18.8% stake held through Africa Internet Group.
(2) Reflects 16.7% of Jumia stake held indirectly through Jumia's holding
company and 16.8% stake held through Africa Internet Group.
umia is the largest eCommerce platform in Africa, connecting local and international brands and services with
consumers. The company operates in twelve African
countries including Algeria, Cameroon, Egypt, Ghana,
Ivory Coast, Kenya, Morocco, Nigeria, Senegal, South Africa,
Tanzania and Uganda. It has expanded its merchant base within the last year, offering an assortment of more than 83,000
SKUs from more than 10,000 local and international brands.
Its primary focus lies on fashion and electronics, which are
offered through two operating models, the business-to-consumer eCommerce platform and the online marketplace, enabling third party merchants and brands to offer their products
to the Jumia customer base. In 2015, the company continued
to focus on the development of its marketplace platform and
associated services such as logistics. Jumias products can be
shopped through its desktop and mobile websites as well as
its mobile applications. The company has continued its strong
growth on mobile presence with increasing numbers of users
of mobile applications, resulting in a significantly higher share
of mobile orders of 45%. In 2015, Jumia significantly grew its
business by more than 200% to a GMV of EUR 288.7 million.
Jumias Black Friday sale in November 2015, the key commercial event of the year, reached a GMV of EUR 20 million, which
was 25 times the volume of a normal day and nine times the
volume of the 2014 Black Friday sale. The company employed
3,486 people by the end of 2015.
To further strengthen its market positioning and maintain its
high quality delivery experience, Jumia continued to invest in
the logistic platform throughout 2015. By operating its own
delivery fleets, warehouses and call centers as well as working
closely with selected partners, Jumia is able to efficiently handle the operational challenges in the region. The established
payment on delivery method enables Jumia to successfully
respond to a market where a large portion of the population
OUR COMPANIES
71
General Merchandise
Key Figures
Key Financials
(in EUR million)
FY 2015
FY 2014
134.6
61.8
117.8%
113.2%
14.9
10.9
% margin
11.1%
17.6%
Adjusted EBITDA1)
(111.3)
(47.9)
(82.7%)
(77.6%)
3.8
3.9
% of net revenue
2.8%
6.4%
Balance Sheet
(in EUR million)
Dec 31, 15
Dec 31, 14
(24.2)
(6.4)
9.5
21.2
FY 2015
FY 2014
Net revenue
% growth
Gross profit
% margin
Capex2)
Key Performance
Indicators (in million)
GMV (in EUR million)
4)
% growth
Total orders5)
% growth
Total transactions6)
% growth
288.7
94.5
205.6%
172.0%
1.6
0.9
81.9%
94.0%
3.2
1.2
169.0%
159.0%
The following table provides an overview of Jumias consolidated key financials, which have been derived from Jumias
accounting or controlling records and have been prepared on
the basis of IFRS and Jumias key performance indicators,
which are based on management reports.
Total customers7)
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of EUR 56.4m; FY 2015: loss of EUR 120.7m) plus (ii) depreciation of property, plant and equipment and amortization of intangible assets (FY 2014:
EUR 0.7m; FY 2015: EUR 1.8m). Adjusted EBITDA excludes share based
compensation expenses that amounted to EUR 7.7m in FY 2014 and EUR
7.6m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and
equipment (FY 2014: EUR 3.9m; FY 2015: EUR 3.8m) plus (ii) acquisition
of intangible assets (FY 2014: None; FY 2015: EUR 0.02m).
(3) Net working capital is calculated as (i) inventories (December 31, 2014: EUR
8.5m; December 31, 2015: EUR 8.6m) plus (ii) trade and other receivables
(December 31, 2014: EUR 7.7m; December 31, 2015: EUR 6.2m) plus (iii)
prepaid expenses (December 31, 2014: EUR 3.1m; December 31, 2015:
EUR 1.7m) minus (iv) trade and other payables (December 31, 2014: EUR
25.7m; December 31, 2015: EUR 40.7m).
(4) The total value of total transactions sold in period, including taxes, including shipping costs.
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment process less cancelled orders (before rejected and returned orders),
i.e. total number of orders shipped in the period (eCommerce excluding
marketplace).
(6) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period (eCommerce and marketplace).
(7) Number of customers that have made at least one transaction as defined
in total transactions at any time before end of period.
(8) Number of customers having made at least one transaction as defined in
total transactions within the last 12 months before end of period.
% growth
Active customers (LTM)8)
% growth
1.6
0.6
179.9%
156.7%
1.2
0.5
173.0%
132.3%
72
Linio's
state-of-the-art
website features
over four million
SKUs
L
2011
Marketplace
Founded
Business Model
2,396
Latin America
Regions
Sector
Rocket Internet Stake
December 2015
March 2016
General
Merchandise
33.2%
21.9%
OUR COMPANIES
73
General Merchandise
Key Figures
Key Financials
(in EUR million)
Net revenue
% growth
Gross profit
% margin
4.4
(94.9%)
(89.1%)
2.5
2.2
% of net revenue
3.7%
3.6%
Balance Sheet
(in EUR million)
Dec 31, 15
Dec 31, 14
(10.8)
(16.6)
29.3
57.1
FY 2015
FY 2014
Cash position
16.9
7.1%
61.6
28.5%
(54.9)
Capex2)
67.4
9.6%
(64.0)
% margin
FY 2014
25.1%
Adjusted EBITDA1)
The following table provides an overview of Linios consolidated key financials, which have been derived from Linios
accounting or controlling records and have been prepared
on the basis of IFRS and Linios key performance indicators,
which are based on management reports.
FY 2015
Key Performance
Indicators (in million)
GMV (in EUR million)
4)
% growth
Total orders5)
% growth
Total transactions6)
% growth
Total customers7)
% growth
Active customers (LTM)8)
% growth
183.8
127.4
44.2%
107.2%
0.6
1.0
(36.7%)
77.7%
2.2
1.5
48.9%
164.9%
1.8
1.0
76.0%
193.8%
1.0
0.8
35.1%
144.1%
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss of
EUR 58.3m; FY 2015: loss of EUR 67.5m) plus (ii) depreciation of property,
plant and equipment (FY 2014: EUR 0.6m; FY 2015: EUR 1.0m) plus (iii)
amortization of intangible assets (FY 2014: EUR 0.1m; FY 2015: EUR 0.2m).
Adjusted EBITDA excludes share based compensation expenses and that
amounted to EUR 2.6m in FY 2014 and EUR 2.3m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and
equipment (FY 2014: EUR 2.0m; FY 2015: EUR 1.2m) plus (ii) acquisition of
intangible assets (FY 2014: EUR 0.3m; FY 2015: EUR 1.3m).
(3) Net working capital is calculated as (i) inventories (December 31, 2014: EUR
8.9m; December 31, 2015: EUR 2.5m) plus (ii) trade and other receivables
(December 31, 2014: EUR 3.9m; December 31, 2015: EUR 4.1m) minus (iii)
trade and other payables (December 31, 2014: EUR 29.5m; December 31,
2015: EUR 17.4m).
(4) The total value of total transactions sold in period, including taxes, including shipping costs.
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment process less cancelled orders (before rejected and returned orders),
i.e. total number of orders shipped in the period (eCommerce excluding
marketplace). Number of total orders decreasing due to introduction of
marketplace model.
(6) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period (eCommerce and marketplace).
(7) Number of customers that have made at least one transaction as defined
in total transactions at any time before end of period.
(8) Number of customers having made at least one transaction as defined in
total transactions within the last 12 months before end of period.
74
OUR COMPANIES
Home&Living
EUR
452.9 million
2015 Revenues
75
76
W
2011
eCommerce
Founded
Business Model
1,605
Europe, CIS,
Latin America
Regions
Sector
Rocket Internet Stake
December 2015
Home&Living
31.8%
OUR COMPANIES
77
Home&Living
Westwing
partners with
more than
5,000 different
suppliers
Key Figures
Key Financials
(in EUR million)
FY 2015
FY 2014
219.2
183.3
19.6%
66.1%
92.6
79.3
42.2%
43.3%
(49.9)
(46.9)
(22.8%)
(25.6%)
6.4
4.7
% of net revenue
2.9%
2.6%
Balance Sheet
(in EUR million)
Dec 31, 15
Dec 31, 14
(21.8)
(18.3)
18.7
20.7
Key Performance
Indicators (in million)
FY 2015
FY 2014
233.9
193.8
20.7%
63.9%
2.5
2.2
18.2%
85.2%
1.7
1.2
49.1%
98.5%
Net revenue
% growth
Gross profit
% margin
Adjusted EBITDA1)
% margin
Capex2)
% growth
Total orders5)
% growth
Total customers6)
% growth
Active customers (LTM)
7)
% growth
0.9
0.8
17.5%
76.2%
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of EUR 63.4m; FY 2015: loss of EUR 57.3m) plus (ii) depreciation of property, plant and equipment and amortization of intangible assets (FY 2014:
EUR 2.7m; FY 2015: EUR 2.7m). Adjusted EBITDA excludes share based
compensation expenses that amounted to EUR 13.8m in FY 2014 and EUR
4.6m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and
equipment (FY 2014: EUR 2.9m; FY 2015: EUR 4.4m) plus (ii) acquisition
of intangible assets (FY 2014: EUR 1.8m; FY 2015: EUR 2.0m).
(3) Net working capital is calculated as (i) inventories including prepayments
(December 31, 2014: EUR 12.6m; December 31, 2015: EUR 14.5m) plus
(ii) trade and other receivables (December 31, 2014: EUR 9.9m; December
31, 2015: EUR 5.8m) minus (iii) trade payables and accruals (December 31,
2014: EUR 30.7m; December 31, 2015: EUR 33.0m) minus (iv) advance
payments received (December 31, 2014: EUR 10.1m; December 31, 2015:
EUR 9.1m).
(4) The total value of total orders sold in period, excluding taxes, shipping
costs and vouchers.
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of valid orders placed in the period.
(6) Number of customers that have made at least one order as defined in total
orders at any time before end of period.
(7) Number of customers having made at least one order as defined in total
orders within the last 12 months before end of period.
78
H
2009
eCommerce
Founded
Business Model
1,383
Europe, Latin
America
Regions
Sector
Rocket Internet Stake
December 2015
March 2016
Home&Living
45.5%
44.6%
OUR COMPANIES
79
Home&Living
Key Figures
Home24's
rivate labels
p
have established
themselves as
top-sellers
Key Financials
(in EUR million)
FY 2015
Net revenue
% growth
Gross profit
% margin
Adjusted EBITDA1)
% margin
FY 2014
233.7
160.1
45.9%
72.5%
89.5
58.9
38.3%
36.8%
(75.3)
(49.4)
(32.2%)
(30.8%)
Capex2)
16.6
5.8
% of net revenue
7.1%
3.6%
Dec 31, 15
Dec 31, 14
(2.8)
(13.1)
Cash position
45.9
29.7
Balance Sheet
(in EUR million)
3)
The following table provides an overview of Home24s consolidated key financials, which have been derived from Home24s
accounting or controlling records and have been prepared on
the basis of IFRS and Home24s key performance indicators,
which are based on management reports.
Key Performance
Indicators (in million)
FY 2015
FY 2014
244.1
189.2
29.0%
93.4%
1.2
1.0
% growth
20.4%
79.6%
2.4
1.4
69.7%
100.5%
1.0
0.8
% growth
27.7%
75.7%
% growth
Total orders5)
Total customers6)
% growth
Active customers (LTM)7)
(1) Adjusted EBITDA is calculated as (i) operating profit or loss (FY 2014: loss
of EUR 59.7m; FY 2015: loss of EUR 81.7m) plus (ii) depreciation of property, plant and equipment (FY 2014: EUR 0.6m; FY 2015: EUR 1.1m) plus
(iii) amortization of intangible assets (FY 2014: EUR 5.0m; FY 2015: EUR
3.4m). Adjusted EBITDA excludes share based compensation expenses
that amounted to EUR 4.8m in FY 2014, EUR 1.8m in FY 2015.
(2) Capital expenditure is calculated as (i) purchase of property, plant and
equipment (FY 2014: EUR 2.9m; FY 2015: EUR 7.1m) plus (ii) acquisition of
intangible assets (FY 2014: EUR 2.9m; FY 2015: EUR 9.5m). Figures exclude
Fashion For Home (acquired in Q4 2015).
(3) Net working capital is calculated as (i) inventories (December 31, 2014: EUR
25.1m; December 31, 2015: EUR 28.3m) plus (ii) trade and other receivables
(December 31, 2014: EUR 7.2m; December 31, 2015: EUR 15.5m) minus
(iii) trade and other payables (December 31, 2014: EUR 45.5m; December
31, 2015: EUR 46.6m).
(4) The total value of total orders sold in period, excluding taxes and shipping
costs.
(5) Total number of valid (i.e. not failed or declined) orders starting the fulfillment
process less cancelled orders (before rejected and returned orders), i.e. total
number of orders shipped in the period.
(6) Number of customers that have made at least one order as defined in total
orders at any time before end of period.
(7) Number of customers having made at least one order as defined in total
orders within the last 12 months before end of period.
80
Travel
OUR COMPANIES
Travel
81
82
Traveloka's
mobile
application was
featured as a
"Best App of
2015"
T
2012
Marketplace
Foundation Date
Business Model
456
Asia-Pacific
Regions
Sector
Rocket Internet Stake
December 2015
Online Travel
35.7%
OUR COMPANIES
Travel
Regional
Internet Groups
83
84
OUR COMPANIES
AIG launches
and supports
leading online
companies in
Africa
2012
Regional
Internet Group
Founded
Business Model
5,423
Africa
Regions
Partners
Rocket Internet Stake
December 2015
March 2016
AXA, Millicom,
MTN, Orange,
Goldman Sachs
33.3%
27.1%1)
85
86
MEIG - Running
Change in the
Middle East
2013
Regional
Internet Group
Founded
Business Model
342
Middle East
Regions
Partners
Rocket Internet Stake
December 2015
MTN
50.0%
OUR COMPANIES
APACIG
is active across
15 countries in
the Asia Pacific
region
2013
Regional
Internet Group
Founded
Business Model
2,525
Asia-Pacific
Regions
Partners
Rocket Internet Stake
December 2015
Ooredoo
50.0%
87
88
New Businesses
& Investments
OUR COMPANIES
89
90
Helpling
provides a safe
and trustworthy
experience
2014
Marketplace
Founded
Business Model
263
Worldwide
Regions
Sector
Cleaning Services
OUR COMPANIES
Quick
and easy
credit
decisions
2014
Founded
Financial
Technology
Business Model
63
Dec 2015, Headcount
Spain, the
Netherlands,
Australia
Regions
Sector
Online Lending
91
92
Caterwings
seeks to disrupt
the fragmented,
intransparent
catering industry
2015
Marketplace
Founded
Business Model
19
Germany,
United
Kingdom
Regions
Sector
Catering
aterwings is a leading business to business marketplace for catering services that launched in the third
quarter of 2015. It offers companies a convenient
way to order food for small events or business meetings through Caterwings user friendly, well designed website.
By offering customers access to several caterers via one
marketplace, the company seeks to bring online the fragmented, intransparent catering industry, which is still operating
predominantly offline today. Caterwings has already entered
into partnerships with more than 80caterers and currently
offers its services in London and Berlin; it plans to expand to
other European cities.
93
3
Consolidated
Financial Statements
Contents
94 Consolidated Statement
of Comprehensive Income
96 Consolidated Balance Sheet
98 Consolidated Statement
of Changes in Equity
100 Consolidated Statement
of Cash Flow
102 Notes to the Consolidated
Financial Statements
94
Consolidated Statement
of Comprehensive Income
for the Period January 1 to December 31, 2015
Income Statement
In EURthousand
Note
Revenue
6, 11
128,332
128,182
194
12
5,719
2,878
13
4,994
4,200
14
167,025
452,601
15
60,594
16
64,116
69,788
17
171,656
141,870
18
82,470
87,669
19
188,629
75,109
200,801
424,432
7,271
2,653
EBITDA
Depreciation and amortization
20
25
EBIT
Financial result
Finance costs
21
Finance income
21
22
23
18,050
226,122
421,778
29,717
12,031
65,357
16,497
95,074
28,528
196,406
433,809
1,395
5,003
197,801
428,806
4,658
34,215
202,459
463,022
1.24
3.24
OUR COMPANIES
95
Consolidated Statement
of Comprehensive Income
In EURthousand
Loss/profit for the period
Exchange differences on translation of foreign operations
Net gain on available-for-sale (AFS) financial assets
Deferred taxes on net gain on available-for-sale (AFS) financial assets
Share of the changes in the net assets of associates/joint ventures that are
recognized in OCI of the associates/joint ventures
Deferred taxes on share of the changes in the net assets of associates/joint
ventures that are recognized in OCI of the associates/joint ventures
Other changes in OCI
Net other comprehensive income to be reclassified to profit or loss
in subsequent periods
Other comprehensive income for the period, net of tax
Total comprehensive loss/income for the period, net of tax
Note
197,801
428,806
1,144
455
135,327
209
98,988
80,238
1,443
1,220
321
36,431
78,241
36,431
78,241
161,370
507,048
165,731
541,510
4,361
34,462
96
Assets
Note
24
2,826
3,131
Intangible assets
25
129,127
9,024
10
1,696,421
1,450,762
In EURthousand
Non-current assets
26, 41
1,333,184
338,530
30
523
4,158
22
167
112
22
48
3,162,248
1,805,765
743
11,238
Current assets
Inventories
Trade receivables
27
28, 40, 41
10,085
20,748
29, 41
41,260
15,095
30
5,246
7,975
22
482
991
31, 40, 41
1,758,889
2,053,448
1,816,705
2,109,496
17,090
3,879
4,996,044
3,919,140
Total assets
32
OUR COMPANIES
97
Note
33
165,141
153,131
33
3,105,477
2,482,643
33, 34
883,912
1,014,782
Equity
Subscribed capital
Capital reserves
Retained earnings
Other components of equity
33
123,844
87,116
4,278,373
3,737,672
73,735
34,184
4,352,108
3,771,857
35, 40, 41
526,898
5,315
38
398
498
22
45
22
8,169
3,600
535,465
9,457
33
Total equity
Non-current liabilities
Non-current financial liabilities
Current liabilities
Trade payables
36, 40, 41
11,398
43,703
37, 40, 41
11,754
10,061
38
77,258
71,874
22
32
512
12,188
100,922
137,827
7,549
643,936
147,284
4,996,044
3,919,140
98
Consolidated Statement
of Changes in Equity
for the Period January 1 to December 31, 2015
In EURthousand
Subscribed
capital
Note
Jan 1, 2014
Capital
reserves
110
490,707
33,075
2,037,328
Treasury
shares
43
33
28,902
395,511
119,946
119,946
65,901
43
87,473
270,483
33, 39
Other changes
Dec 31, 2014
153,021
1,991,936
43
153,131
2,482,643
12,010
576,491
33
33, 35
37,659
3,881
35,395
22,830
33, 39
Other changes
Dec 31, 2015
12,010
622,833
165,141
3,105,477
OUR COMPANIES
99
Other
components of
equity
Retained
earnings
604,174
8,628
463,022
463,022
Non-controlling
interests
Total equity
1,103,576
12,750
1,116,325
463,022
34,215
428,806
Total
78,489
78,489
247
78,241
78,489
541,510
34,462
507,048
2,070,402
2,070,402
28,902
28,902
395,511
395,511
65,901
35,670
101,571
43
153,234
153,234
153,234
286,766
286,766
286,766
80,245
7,228
20,139
12,911
270,483
242
242
17
225
37,179
70
37,249
37,179
35
35
410,608
78,489
2,634,097
21,435
2,655,531
1,014,782
87,116
3,737,672
34,184
3,771,857
202,459
202,459
35
202,459
4,658
197,801
36,728
36,728
297
36,431
36,728
165,731
4,361
161,370
588,501
588,501
37,659
37,659
3,881
35,395
3,881
22,635
58,030
8,033
8,033
25,304
2,474
22,490
24,964
9,080
9,080
481
9,560
55,318
55,318
1,422
53,895
46
46
46
130,870
36,728
540,701
39,550
580,251
883,912
123,844
4,278,373
73,735
4,352,108
100
In EURthousand
1.
Note
196,406
433,809
1,497
1,215
24
25
5,774
1,438
Impairment of goodwill
25
18,050
39
57,952
51,295
982
14
1,453
192
Gain from distribution of non-cash assets to the equity holders of the parent
3,685
1,189
15
60,594
16
167,025
452,601
45
1,527
21
33,015
12,931
Finance income
21
2,309
633
Finance costs
21
12,188
1,763
10
188,629
75,109
7,438
17,796
/+ Increase/decrease in inventories
10,472
113
5,510
35,085
3,953
230
/+ Share of profit or loss of associated companies and joint ventures (equity method)
Working capital adjustments:
/+ Increase/decrease in trade and other receivables and prepayments
Dividends received
Interest received
Interest paid
1,499
143
1,164
352
2.
701
631
24
3,601
3,657
25
7,977
4,858
47,112
4,784
1,219,549
116,420
230
47
119,731
2,667
37,376
27,478
260,712
66,479
267,363
8,692
1,347,841
163,503
Cash paid in connection with the acquisition of financial assets and granting of
long-term financial assets
11,768
152
105,543
94,561
OUR COMPANIES
101
In EURthousand
Note
3.
33
588,501
2,070,402
35
550,000
58,030
101,571
1,000
4,980
9,560
225
14,943
25,081
4,546
284
Repayment of borrowings
4,333
835
34
286,766
34
8,033
1,165,208
1,864,330
4.
1,606,267
31
3,327
36
2,053,448
447,218
1,768,599
2,053,448
102
Business Activities
Rocket Internet SE is one of the leading Internet platforms outside the United States and China.
Rocket Internet was founded in 2007 and has since established numerous companies with
activities in more than 110 countries on six continents. Rocket Internet identifies proven Internet
and mobile business models and builds these either independently in own subsidiaries or invests
in already existing companies (the so-called GFC Investments). Rocket targets mainly new,
underserved or untapped markets, in which new companies will be scaled to market leadership
positions. It relies on already proven models with a lower customer acceptance risk. The Group
aims to make its network companies, depending on the type of business model, profitable within
six to nine years after project launch.
A standardized approach for the formation of companies enables Rocket Internet to bring
a company to the market in just a few months after the project was started. The goal is that
companies achieve operational independence under the leadership of the parent company.
Rocket Internet has a flexible and scalable technology platform, which enables realizing several
new projects per year in its five target regions
Europe (excluding Russia and CIS),
Africa and Middle-East,
Asia-Pacific (excluding China),
Russia and CIS (Commonwealth of Independent States) and
Latin America.
Services
Furthermore, Rocket Internet Group performs a range of IT, marketing and other services, in
particular commercial and technical consulting services for its subsidiaries and non-consolidated
equity investments. Rocket Internet is usually intensely involved in the strategic leadership and
tactical implementation of the business plans of network companies, in particular in the early years.
Rocket Internet has created the Rocket Internet platform to systematize the process of identifying,
building and scaling Internet companies around the world. The goal is to identify commonalities
within different business models and leverage these via a platform approach to optimize the
building and scaling process.
103
104
Consumer Brands
Food&Groceries
Fashion
General Merchandise
Home&Living
Travel
Regional Internet
Groups
Consumer brands
Lazada, helloPay
Linio
Home24 AG
Home24, Mobly
Westwing
HelloFresh AG
HelloFresh
2)All participation quotas for the network companies shown in the financial statements are based on the Groups ownership
calculated pursuant to the respective accounting rules (e.g. reflecting the transaction closing dates, dates of change in control, considering trust shares allocated to the Group etc.) and may therefore differ from the respective information published
on the Companys website which is based on the signing dates.
105
106
As of December 31, 2015, the consolidated group comprised 181 (previous year 138) fully
consolidated companies in addition to Rocket Internet SE.
As a result of Rocket Internet being an operational Internet platform, the consolidated group
is subject to changes in each reporting period. During the reporting period, the consolidated
group has developed as follows:
As of Jan 1, 2014
Germany
Other
countries
Total
100
59
159
Acquisitions
10
Foundings
58
67
25
39
64
64
76
140
(62)
(68)
(130)
16
First-time consolidation
Transition to associated company/
joint venture
t hereof subsidiaries of associated
companies/joint ventures transitioned
Disposals
Mergers/accretions/other
65
74
139
Acquisitions
Foundings
53
57
Spin-offs
First-time consolidation
14
42
56
(3)
(1)
(4)
37
Disposals
16
21
29
34
63
119
182
See Note 8 for information on the Groups principal subsidiaries and Note 9 for business
combinations and acquisitions of subsidiaries. During the financial year 2015, Rocket Internet
performed two significant business combinations.
First-time consolidation relates to formerly dormant subsidiaries that were founded in previous
periods and which started operations during the reporting period.
Spin-offs occur when the Group receives an equity stake in a newly spun off subsidiary as
a result of the division of an existing company (combined with creation of a new entity).
Transition of subsidiaries to an associated company or joint venture occurs when a subsidiary
issues shares to third parties and following this, Rocket Internets interest is diluted, such that
the Group no longer controls the subsidiary/group of subsidiaries.
Disposals relate to regular sales of interest in a consolidated subsidiary that give rise to the loss
of control of a subsidiary.
107
As of December 31, 2015 the Rocket Internet Group included 51 associated companies and joint
ventures (previous year 53) which were accounted for using the at-equity method of accounting
or accounted for at fair value through profit or loss (FVTPL). The portfolio of associated companies and joint ventures has developed as follows:
As of Jan 1, 2014
Germany
Other
countries
Total
26
28
10
Foundings
Acquisitions
15
37
16
53
29
22
51
thereof at equity
23
12
35
thereof at FVTPL
10
16
See Note 10, 41 and 46 for information on the Groups investments in associates and joint
ventures.
As a consequence of Rocket Internets business model there are significant changes year over
year in the scope of consolidated subsidiaries, associates and joint ventures. These changes limit
to a certain extent the inter-period-comparability of the consolidated financial statements.
108
2. Basis of Preparation
Statement of Compliance
These consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board
(IASB) and the interpretations of the IFRS Interpretation Committee (IFRS IC) approved by
the IASB and in effect and adopted by the European Union (EU) at the reporting date.
The requirements of Sec. 315a (1) HGB (Handelsgesetzbuch: German Commercial Code) are
also taken into account.
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out in the Note 3. These policies have been consistently applied to all the
periods presented. In the financial year 2015, the Group also adopted the new and amended
IFRS and IFRS interpretations which have already been endorsed by the EU and which are effective
for financial years beginning on January 1, 2015:
Annual Improvements to IFRS (Cycle 20112013) which affect IFRS 1, IFRS 3, IFRS 13 and
IAS 40 and
IFRIC 21 Levies.
These amendments do not have any significant effect on the Groups consolidated financial
statements.
Standards issued but not yet effective up to the date of issuance of the Groups financial
statements are set out in the Note 5.
General Information
The consolidated financial statements have been prepared on a historical cost basis, except for
investments in available-for-sale financial assets, financial assets and associates under fair value
option, contingent consideration and non-cash distribution liability that have been measured at
fair value.
The profit and loss statement is prepared using the nature of expense method.
Assets and liabilities are presented using the current and non-current classification.
In the Statement of Cash Flows the operating cash flows are derived using the indirect method,
whereas the investing and financing cash flows are determined using the direct method.
The consolidated financial statements provide comparative information in respect of the previous
period.
The consolidated statements are presented in Euro (EUR). Unless otherwise indicated, all values
are rounded up or down to the nearest thousand in accordance with a commercial rounding
approach, which may result in rounding differences and percentage figures presented may not
exactly reflect the absolute figures they relate to.
The Companys financial year is the calendar year.
109
110
The financial statements of the subsidiaries are prepared for the same reporting period as
the parent company.
Business combinations
The acquisition method of accounting is used to account for the acquisition of subsidiaries.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured at their fair value at the acquisition date, irrespective of the extent
of any non-controlling interest.
The Group measures non-controlling interest that represents present ownership interest and
entitles the holder to a proportionate share of net assets in the event of liquidation on a transaction
by transaction basis, either at: (a) fair value, or (b) the non-controlling interest's proportionate
share of net assets of the acquiree. Non-controlling interests that are not present ownership
interests are measured at fair value.
Goodwill is measured by deducting the net assets of the acquiree from the aggregate of the
consideration transferred for the acquiree, the amount of non-controlling interest in the acquiree
and fair value of an interest in the acquiree held immediately before the acquisition date.
Any negative amount (negative goodwill, bargain purchase) is recognized in profit or loss,
after management re-assesses whether it identified all the assets acquired and all liabilities and
contingent liabilities assumed and reviews appropriateness of their measurement.
The cost of acquisition for the acquiree is measured at the fair value of the consideration
transferred, equity instruments issued and liabilities incurred to former owners, including fair value
of assets or liabilities from contingent consideration arrangements but excludes acquisition related
costs such as advisory, legal, valuation and similar professional services. Transaction costs related
to the acquisition and incurred for issuing equity instruments are deducted from equity; transaction
costs incurred for issuing debt as part of the business combination are deducted from the carrying
amount of the debt and all other transaction costs associated with the acquisition are expensed.
consideration agreement). The concepts underlying the procedures used in accounting for the
acquisition of a subsidiary are also adopted for the acquisition of an associate and joint venture
(including situations where the equity method is to be applied following a loss of control).
Goodwill relating to the associate or joint venture is included in the carrying amount of the
investment and is not tested for impairment individually.
In case the Group acquires additional interests in an associate or joint ventures and the equity
method is still applied (step acquisitions) the additional interest is initially recognized at cost
(including transaction costs and the initial fair value of any contingent consideration agreement).
The concepts underlying the procedures used in accounting for the acquisition of a subsidiary are
also adopted for the acquisition of the additional interest in the associate and joint venture. The
carrying amount of the investment is adjusted to recognize changes in the Groups share of net
assets of the associate or joint venture since the acquisition date.
The statement of comprehensive income reflects the Groups share of the net income of the
associate or joint venture. Any change in OCI of those investees is presented as part of the
Groups OCI. In addition, when there has been a change recognized directly in the equity of the
associate or the joint venture, the Group recognizes its share of any changes, when applicable,
in the statement of changes in equity. Unrealized gains and losses resulting from transactions
between the Group and the associate or joint venture are eliminated to the extent of the interest
in the associate.
The proportionate share of expenses resulting from equity-settled share-based payments of
associates and joint ventures are offset by the corresponding increase in equity of associates and
joint ventures. Therefore the equity-settled share-based payments at the level of associates
and joint ventures do not have an impact on both, the subsequent measurement of associates
and joint ventures in the Groups balance sheet as well as on the share of profit/loss of associates
and joint ventures recognized in the statement of comprehensive income.
Rocket Internet accounts for a dilution of its investment caused by a share issuance by an equity
method investee to a third party as if the Group had sold a proportionate share of its investment
(deemed disposal). Besides deemed disposals, the share of profit/loss of associates and joint
ventures also include gains or losses from regular disposals of Rocket Internets direct or indirect
interests in associated companies and joint ventures.
The aggregate of the Groups share of profit or loss of an associate or joint venture is shown on
the statement of profit or loss within operating profit and represents profit or loss after tax and
non-controlling interests in the subsidiaries of the associate or joint venture including adjustments
made by the Group under the equity method, such as adjustments to the fair value that occurred
at the time of acquisition or for adjustments to group-wide accounting policies.
The financial statements of the associate or joint venture are prepared for the same reporting
period as the Group. When necessary, adjustments are made to bring the accounting policies in
line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognize
an impairment loss on its investment in its associate or joint venture. At each reporting date,
the Group determines whether there is objective evidence that the investment in the associate or
joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment
as the difference between the recoverable amount of the associate or joint venture and its carrying
value, and then recognizes the loss as Share of profit/loss of associates and joint ventures in
the statement of profit or loss.
Upon loss of significant influence over the associate or joint control over the joint venture, the
Group measures and recognizes any retained investment at its fair value. Any difference between
the carrying amount of the associate upon loss of significant influence or joint venture upon
111
112
loss of joint control and the fair value of the retained investment and proceeds from disposal is
recognized in profit or loss.
The shareholders agreements for associates and joint ventures to which Rocket Internet is a
party are important instruments for steering the economic rights among the various investors in
these entities and are designed to protect shareholders and to facilitate corporate and transaction
issues. In the event of a network companys IPO the shareholders agreements shall, as from
the commencement of trading of the network companys shares on a stock exchange, cease to
have effect. The shareholders agreements include certain waterfall provisions, which stipulate
the order for distributing proceeds from a transfer of shares that result in, or is deemed to be,
a change of control or in case of liquidation to the shareholders (liquidation preferences).
Typically, if triggered, the liquidation preference entitles investors who invested in later financing
rounds, which generally means at a higher valuation, to recoup their investment before other
shareholders are paid out. Investors who invested in the early stage of a company are usually
paid out last. As Rocket Internet is typically among the first investors in a network company,
Rocket Internet will generally be able to recoup its investments if the transfer or liquidation
proceeds equal or exceed the sum of the investments made by all investors in the company.
Any remainder over the sum of the investments of all investors is shared among all shareholders
of the company pro rata to their shareholdings or in the case of a share transfer to the shares
transferred by them. Any amount received by an investor prior to the pro rata allocation is typically
deducted from such investors stake in the pro rata allocation. When valuing the shares in
associates and joint ventures, the Group carefully assesses the accounting implications of
the regulations in the shareholders agreements. The valuations consider the preferential rights
the owned shares have in case of liquidation or sale of the entire network company.
Investment in associates and joint ventures At fair value through profit or loss
This method is applied for investees where Rocket Internet is acting as an investor within
the meaning of IAS 28.18. Please, refer to the accounting policies for financial assets at fair value
through profit or loss.
Revenue recognition
The Group generates revenues primarily from the sale of goods (online and mobile trade /
eCommerce), from rendering intermediation services (specialized online and mobile transaction
platforms for goods and services / marketplaces) and from rendering other services including
consulting services provided for network companies and other customers.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to
the Group and the revenue can be reliably measured, regardless of when the payment is being
made. Revenue is measured at the fair value of the consideration received or receivable,
taking into account contractually defined terms of payment and excluding taxes or duty.
Revenue from the sale of goods is recognized when the significant risks and rewards of ownership
of the goods have passed to the buyer, usually upon delivery of the goods.
Revenue from the sale of goods is measured at the fair value of the consideration received or
receivable, net of returns and allowances, trade discounts and volume rebates.
In case the customer has the right to return goods, revenues are only recognized before the return
period expires, if reliable estimates about the expected returns can be derived from past experience
taking into consideration the type of customer, the type of transaction and the specifics of each
arrangement. The expected return of goods are presented on a gross basis in the profit and loss
statement. Rocket Internet reduces revenue by the full amount of sales that it estimates will be
returned. The reduction of goods that is expensed in full upon shipping is then corrected by the
estimated amount of returns. Rocket Internet also shows the gross figure for the return of goods
in the balance sheet. The right to recover the possession of goods from expected sales returns
is recognized under other non-financial assets. The amount of the assets corresponds to the cost
of the goods delivered for which a return is expected, taking into account the costs incurred for
processing the returns and the losses resulting from disposing of these goods. Trade receivables
that have not yet been paid and that have underlying transactions that are not expected to be
closed due to the goods being returned are derecognized. For customer receivables already paid
and for which returns are expected in the future, Rocket Internet recognizes a refund obligation
vis--vis the customer within other current financial liabilities.
The Group evaluates whether it is appropriate to record the gross amount of product sales and
related costs. When the Group is primarily obligated in a transaction, is subject to inventory risk,
has latitude in establishing prices and selecting suppliers, or has several but not all of these
indicators, revenue is recorded at the gross sales price. The Group records the net amounts
as commissions earned if the Group is not primarily obligated and does not have latitude in
establishing prices. Such amounts earned are determined using a fixed percentage,
a fixed-payment schedule, or a combination of the two.
Revenue from commissions is earned and recognized at the point of order fulfilment to the
customers. This is the point at which an intermediation service is successfully processed and
the Group has no remaining transactional obligations.
Revenue from consulting services is recognized by reference to the stage of completion. Stage
of completion is measured by reference to labor hours incurred until the reporting date as
a percentage of the total estimated labor hours for each contract. When the contract outcome
cannot be measured reliably, revenue is recognized only to the extent that the expenses incurred
are eligible to be recovered.
Transactions are settled by prepayments, credit card, invoicing, PayPal and further country specific
payment methods.
113
114
Foreign currency transactions are translated into the functional currency using the exchange rate
prevailing at the date of the respective transaction. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognized in the income
statement. Foreign exchange gains and losses that relate to borrowings and cash and short-term
deposits are presented in the income statement within finance costs, net. All other foreign
exchange gains and losses are presented in the income statement within other operating income
or expenses.
The balance sheets and results of all the Group entities that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:
a) assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet;
b) income and expenses for each income statement are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions); and
c) all resulting exchange differences are recognized in other comprehensive income.
For awards with graded-vesting features, each instalment of the award is treated as a separate
grant. This means that each instalment is separately recorded as an expense over the related
vesting period. Some instalments vest only upon the occurrence of a specified exit event (e.g.
IPO) of the subsidiary or upon the employee still being employed with or providing services to
a group entity 12 months after such an event. These instalments are expensed over the expected
time to such a vesting event. Therefore, share-based payment expenses would be reversed if no
such event occurs by the time the awards elapse. Non-market performance and service conditions
are included in the assumptions about the number of options and shares that are expected to vest.
No expense is recognized for awards that do not ultimately vest, except for equity-settled
transactions for which vesting is conditional upon a market or non-vesting condition. These are
treated as vested irrespective of whether or not the market or non-vesting condition is satisfied,
provided that all other performance or service conditions are satisfied.
At the end of each reporting period, the Group revises its estimates of the number of options and
shares that are expected to vest based on the non-market vesting conditions. It recognizes the
impact of the revision to original estimates, if any, in the income statement, with a corresponding
adjustment to equity.
When the terms of equity-settled awards are modified, as a minimum, the expenses recognized
are measured at the grant date fair value, to the extent the non-market vesting conditions
attached to the awards are met. An additional expense is recognized for any modification that
increases the total fair value of the share-based payment transaction, or is otherwise beneficial
to the employee as measured at the date of modification.
The expenses related to equity-settled share-based compensation arrangements are recognized
as employee benefit expenses.
115
116
Gains and losses on disposals are determined by comparing proceeds with the carrying amount
and are recognized in profit or loss for the year within other operating income or expenses.
Depreciation of property, plant and equipment is calculated using the straight-line method to
allocate their cost to their residual values over their estimated useful lives between 1 to 15 years.
Leasehold improvements are depreciated over their estimated useful lives or the shorter lease term.
The residual value of an asset is the estimated amount that the Company would currently obtain
from disposal of the asset less the estimated costs of disposal, if the asset were already of
the age and in the condition expected at the end of its useful life. The assets residual values and
useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Operating leases
Where the Company is a lessee in a lease which does not transfer substantially all the risks and
rewards incidental to ownership from the lessor to the Company, the total lease payments are
charged to profit or loss for the year on a straight-line basis over the lease term. The lease term is
the non-cancellable period for which the Company has contracted to lease the asset together
with any further terms for which the lessee has the option to continue to lease the asset, with or
without further payment, when at the inception of the lease it is reasonably certain that the
lessee will exercise the option.
Goodwill
Goodwill is initially measured at acquisition cost. Goodwill is allocated to the cash-generating
units, or groups of cash-generating units, that are expected to benefit from the synergies of
the business combination. Such units or groups of units represent the lowest level at which
the Company monitors goodwill and are not larger than an operating segment.
After initial recognition, goodwill is measured at cost less accumulated impairment losses.
The Company tests goodwill for impairment at least annually and whenever there are indications
that goodwill may be impaired. The carrying value of goodwill is compared to the recoverable
amount, which is the higher of the value in use and the fair value less costs to sell. Any impairment
is recognized immediately as an expense and is not subsequently reversed.
Gains or losses on the disposal of an operation within a cash generating unit to which goodwill
has been allocated, include the carrying amount of goodwill associated with the disposed
operation.
117
there are adequate technical, financial and other resources to complete the development
and
the expenditure attributable to the software product during its development can be reliably
measured.
Directly attributable costs that are capitalized as part of the software product mainly include the
software development employee cost. Other development expenditures that do not meet these
criteria are recognized as an expense as incurred. Development costs previously recognized as
an expense are not recognized as an asset in subsequent periods. Development costs which do
not meet the criteria mentioned above are immediately expensed. Development costs that have
been expensed cannot be capitalized as intangible assets in subsequent periods.
Intangible assets are amortized using the straight-line method over their useful lives:
Useful lives
in years
Trademarks
Customer base
Internally developed software
Acquired other intangible assets
1115 years
913 years
35 years
115 years
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost of inventory is determined
based on the weighted average cost. The cost of inventory includes the costs of purchase or
production and costs incurred to bring the inventories to their present location and condition
such as shipping and handling.
Write-down expenses due to obsolete and slow moving inventory are deducted from the carrying
amount of the inventories.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
118
Financial assets
Initial recognition and measurement of financial assets
A financial asset is recognized when the Group becomes a party to the contractual provisions
of the instrument. The Group initially recognizes loans and receivables on the date on which they
originated. Purchases or sales of financial assets that require delivery of assets within a time
frame established by regulation or convention in the marketplace (regular way trades) are recognized
on the trade date, i.e. the date that the Group commits to purchase or sell the asset.
Financial assets held by the Group are classified, at initial recognition, as financial assets at fair
value through profit or loss, loans and receivables, and available-for-sale financial assets. Transaction
costs are recognized as well, except in the case of financial assets at fair value through profit
or loss. The Group did not make use of the held-to-maturity category, during the years ended
December 31, 2015 and 2014.
The Groups loans and receivables comprise loans, trade receivables and other financial assets.
When there is objective evidence that the Group may not be able to collect the trade receivables,
the loss is recognized in other operating expenses and reflected in the allowances for doubtful
accounts. Balances are written off when recoverability is assessed as being remote.
Financial liabilities
Initial recognition and measurement of financial liabilities
Financial liabilities are recognized when the Group becomes a party to the contractual provisions
of the instrument and classified, at initial recognition, as financial liabilities at fair value through
profit or loss or other financial liabilities.
All financial liabilities are recognized initially at fair value and, in the case of other financial liabilities,
net of directly attributable transaction costs.
119
120
The Groups financial liabilities include convertible bonds, trade and other payables, loans and
borrowings including bank overdrafts, refund liabilities from sales with a right of return, contingent
consideration of an acquirer in a business combination, and liabilities from mandatorily redeemable
preference shares issued by a consolidated subsidiary.
Convertible bonds
Convertible bonds issued by the Group are separated into liability and equity components based
on the terms of the contract. On issuance of the convertible bonds, the fair value of the liability
component is determined using a market rate for an equivalent non-convertible instrument. This
amount is classified as a financial liability measured at amortized cost (net of the relevant portion
of the transaction costs) until it is expired on conversion or redemption. The remainder of the
proceeds is allocated to the conversion option that is recognized and included in equity. The relevant
portion of the transaction costs are deducted from equity, net of associated income tax. The
carrying amount of the conversion option recognized in equity is not remeasured in subsequent
years.
Transaction costs are apportioned between the liability and equity components of the convertible
preference shares based on the allocation of proceeds to the liability and equity components
when the instruments are initially recognized.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
new equity instruments are shown, net of taxes, in equity as a deduction from the proceeds.
Any excess of the fair value of consideration received over the par value of shares issued is
recorded as share premium in the capital reserves.
Dividends
Cash or non-cash distributions to equity holders of the parent are recorded as a liability and
deducted from equity in the period in which they are declared and approved by the shareholders
and the distribution is no longer at the discretion of the Company.
Non-cash distributions are measured at the fair value of the assets to be distributed with fair value
remeasurement recognized directly in equity. Upon distribution of non-cash assets, any difference
between the carrying amount of the liability and the carrying amount of the assets distributed
is recognized in the statement of profit or loss.
Provisions
Provisions are non-financial liabilities of uncertain timing or amount. They are accrued when the
Company has a present legal or constructive obligation as a result of past events, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate of the amount of the obligation can be made. The amount recognized as
a provision is the best estimate of the consideration required to settle the present obligation
at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
Income taxes
Income taxes have been provided for in the financial statements in accordance with legislation
enacted or substantively enacted by the end of the reporting period. The income tax charge
or credit comprises current tax and deferred tax and is recognized in profit or loss for the year,
except if it is recognized in other comprehensive income or directly in equity because it relates to
transactions that are also recognized, in the same or a different period, in other comprehensive
income or directly in equity.
Current tax is the amount expected to be paid to, or recovered from, the taxation authorities in
respect of taxable profits or losses for the current and prior periods. Taxable profits or losses are
based on estimates if financial statements are authorized prior to filing relevant tax returns. Taxes
other than on income are recorded within operating expenses.
Deferred income tax is recognized on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. However, in
accordance with the initial recognition exemption, deferred taxes are not recorded for temporary
differences on initial recognition of an asset or a liability in a transaction other than a business
combination if the transaction, when initially recorded, affected neither book nor taxable profit.
Deferred tax balances are measured at tax rates enacted or substantively enacted at the end of
the reporting period, which are expected to apply to the period when the temporary differences
will reverse or the tax loss carry forwards will be utilized.
121
122
Deferred tax assets for deductible temporary differences and tax loss carry forwards are recorded
only to the extent that it is probable that future taxable profit will be available against which the
deductions can be utilized.
The Company controls the reversal of temporary differences relating to taxes chargeable on
dividends from subsidiaries or on gains upon their disposal (outside basis differences).
Deferred tax liabilities are not recognized on such temporary differences except to the extent
that management expects the temporary differences to reverse in the foreseeable future.
Segment reporting
In accordance with IFRS 8 Operating Segments, segment reporting is constructed on the basis
of internal management data used for performance analysis of businesses and for the allocation
of resources. An operating segment is a distinct component of the group which is engaged in the
supply of distinct products and services and which is exposed to risks and returns different from
the risks and the returns of other operating segments. See Note 6 for further information.
123
124
Share-based compensation
The Group has analyzed all the terms and conditions of its share-based payment awards to
determine the appropriate classification of the awards recognized under IFRS 2, Share-based
Payment. Some of the awards in consolidated subsidiaries include put rights of employees and
others providing similar services that may only be exercised at a specified date more than 10 years
from the reporting date, at a price less than the market value of the interests held by employees.
Other terms and conditions of these awards allow a subsidiary to settle the awards in equity or
to avoid any cash payment. Based on this analysis, the Group assessed it has two settlement
scenarios. One scenario would be considered cash-settled in its entirety, whereas the other
scenario would be considered equity-settled in its entirety. Given the exit strategies of the Group
that would allow settlement in equity, the Group concluded that it has no present obligation to
settle in cash and therefore recognized those share-based payment awards as equity-settled
plans. This management judgment is re-assessed at each reporting date. For more information
see Note 39.
125
126
Given that there are multiple classes of equity at the subsidiary level, we employed the hybrid
method in order to measure these different categories. The Hybrid method is a hybrid between
the probability-weighted expected return method (PWERM) and the Option Pricing Method
(OPM), which estimates the probability weighted value across certain exit scenarios, but uses
the OPM to estimate the remaining unknown potential exit scenarios.
A discount for lack of marketability (DLOM) was applied, corresponding to the time to exit under
the various scenarios, to reflect the increased risk arising from the inability to readily sell the shares.
When applying the DLOM, the Finnerty option pricing model was used. Under this method, the
cost of the put option, which can hedge the price change before the privately held shares can be
sold, was considered as the basis to determine the DLOM.
In addition, we are required to estimate share-based compensation expense net of estimated
forfeitures. In determining the estimated forfeiture rates for share-based awards, we periodically
conduct an assessment of the actual number of equity awards that have been forfeited to date
as well as those expected to be forfeited in the future. We consider many factors when estimating
expected forfeitures, including the type of award, the employee class and historical experience.
If our actual forfeiture rate is materially different from our estimate, the share-based compensation
expense could be significantly different from what we have recorded in the current period.
The assumptions and models used for estimating fair value for share-based payment
transactions are disclosed in Note 39.
IFRS 15 Revenues from Contracts with Customers (issued on May 28, 2014)
including amendments to IFRS 15 (issued on September 11, 2015).
IFRS 15 establishes a comprehensive model for determining whether, how much and when revenue is recognized. It supersedes current revenue recognition guidance including IAS 18 Revenue,
IAS 11 Construction Contracts and related interpretations. The Group has started to analyze
the impacts of this new standard. The Company plans to apply this standard in periods starting
January 1, 2018, insofar an endorsement from the EU will have been passed in time.
127
128
6. Segment Information
Operating segments are components that engage in business activities that may earn revenues
or incur expenses, whose operating results are regularly reviewed by the chief operating decision
maker (CODM), and for which discrete financial information is available. The CODM is the person
or group of persons who allocates resources and assesses the performance of the segments.
The function of the CODM is performed by the Board of Management of Rocket Internet SE.
An operating segment is represented by each network company. In case such network company
represents an intermediate holding company for a single or multiple internet business models,
each internet business model represents an operating segment.
The amounts provided to the CODM are primarily measured in a manner consistent with that
of the financial statements. The CODM assesses the performance of the operating segments
based on a number of financial metrics including revenue, EBITDA, and cash and cash equivalents.
One-off effects from legal and capital reorganization at the level of intermediate holding companies
are not reflected on the operating network company level and therefore not included in the
segment information provided below.
Sales between segments are carried out at arms length.
The following five aggregated reportable segments3) could be identified: Home & Living, Fashion,
General Merchandise, Food 1 and Food 2. The aggregated reportable segments reflect the most
mature business activities of Rocket. Other network companies do not meet the thresholds
for reportable segments. Other investments where Rocket cannot exercise significant influence
neither qualify as reportable nor as operating segments.
Fashion comprises the business activities of the Global Fashion Group, which operates retail and
wholesale fashion businesses and offers, among other products, clothing, shoes and accessories.
3)Effective from the segment presentation as of December 31, 2015 the reference to eCommerce or Marketplace has been
omitted from the description of the five reportable segments. This is due to the fact that eCommerce business models
increasingly engage in marketplace business models and vice versa. The reportable segments of the comparative segment
information is accordingly adjusted.
Compared to the previous year consolidated financial statements the reportable segments
Fashion 1 (comprising Dafiti (Latin America), Lamoda (Russia/CIS), Namshi (Middle East) and
Zalora (Asia Pacific) and Fashion 2 (comprising Jabong (India)) are combined to a single Fashion
segment as a result of the establishment of the Global Fashion Group as a discrete operating
segment in December 2014. The new segment structure is retrospectively applied to
the comparative period.4)
Global Fashion revenue for the comparative information as presented in Note 10 reflects all five
fashion ventures only between the establishment of Global Fashion Group in December 2014
and period end. Furthermore, 2014 EBITDA as presented in Note 10 of Global Fashion, is affected
by gains from the disposition of its investments as the result of the establishment of the Global
Fashion Group. Hence, Global Fashion financial information (see Note 10) is not comparable
to the Fashion segment information that includes all five fashion ventures for a 12 months period.
Home & Living includes the business of Home24, a leading online retailer for home and living
products operating in Europe and Latin America, and Westwing, an online retailer offering a
frequently changing, curated selection of home design products in Europe, CIS and Latin America.
The segment General Merchandise includes Linio, Jumia and Lazada. Linio is a multi-category
portal with its own delivery services in Latin America, offering a large product assortment including
electronics, home & living, fashion, sports, kids merchandise, health & beauty and media. Jumia
is an online shopping portal in Africa. The focus of the company lies on fashion and electronics,
which are offered through two operating models, the business-to-consumer eCommerce and the
online marketplace that provides a sales platform for retailers. Lazada operates an online shopping
and selling destination for assorted merchandise in Southeast Asia.
Food 1 includes HelloFresh. HelloFresh operates a subscription-based business model and
delivers healthy recipes with the necessary pre-portioned ingredients to customers in Europe,
North America and Asia-Pacific.
The segment Food 2 includes the business of foodpanda, which operates the leading emerging
economies online marketplace for food delivery and takeaway. Rocket Internets available-for-sale
investment in DHH is not considered as an operating segment due to Rocket Internets restriction to exercise significant influence, i.e. to affect the resource allocation, as well as due to its
inability to obtain adequate financial information (see also Significant Accounting Judgements in
Note 4). Accordingly, for segment presentation purposes DHH is neither part of Food 1 nor Food 2.
The segment Other includes the business activities of Rocket Internet SE (headquarters), the
joint ventures Asia Internet Holding and Middle East Internet Holding, as well as advanced
businesses such as Lendico, Paymill, Helpling, Traveloka, Travelbird, Wimdu, CupoNation, Zanui,
Kanui and Tricae, which are not separately reportable. Rocket Internet SE renders a range of IT,
marketing and other services, in particular commercial and technical consulting services to its
network companies and holds cash and cash equivalents for new investments and funding purposes.
In 2015, Rocket Internet SE generated service revenue from not consolidated companies of
EUR 27,870 thousand (previous period EUR 22,968 thousand) which is included in the revenue
of the segment Other. Cash and cash equivalents held by Rocket Internet SE as of December 31,
2015 amount to EUR 1,720,010 thousand (previous period EUR 1,997,682 thousand).
Despite not having control of some of its network companies throughout 2015 and 2014,
the chief operating decision maker of the group reviewed the operating results of the respective
operating segments on a 100% basis (i.e. 100% of the revenues, expenses and segment results
and cash and cash equivalents) to make decisions about resource allocation and to assess
performance. Accordingly, in order to arrive at total consolidated revenues and expenses for
4) The Fashion segment for 2014 represents aggregated revenue and EBITDA of Dafiti, Jabong, Lamoda, Namshi and Zalora.
129
130
2015 and 2014, the reconciliation column reflects, besides consolidation adjustments, for
inter-segment business relations, adjustments between aggregated segment revenue and
expenses and consolidated revenue and expenses.
Segment information for the reportable segments for the year ended December 31, 2015 is set
out below (In EUR thousand):
Food 1
Food 2
Other
Recon
cillation5)
Total
449,936
304,952
31,544
200,969
2,241,995
128,332
318,613
475,916
109,506
108,663
229,456
1,173,046
200,801
75,181
110,951
109,235
97,906
1,901,486
600,479
1,758,889
Home &
Living
Gerneral
Fashion Merchandise
Revenue
452,844
930,082
EBITDA
131,693
64,609
2015
5) The reconciliation column includes the elimination of EUR 2,272,242 thousand revenues and adjustments of EBITDA of EUR 1,304,484 thousand from non-consolidated
network companies. Moreover, the effects from consolidation are included in the reconciliation column.
6) Except for cash and cash equivalents included in the assets held for sale amounting to EUR 9,710 thousand in Rocket Internet Group as well as to EUR 1,466 thousand
in the Fashion segment.
Segment information for the reportable segments for the year ended December 31, 2014 is set
out below (In EUR thousand):
Gerneral
Fashion Merchandise
Food 1
Food 2
Other7)
Recon
cillation8)
Total
343,457
627,502
243,095
69,624
6,669
130,002
1,292,166
128,182
114,900
250,342
227,798
15,148
38,500
89,442
1,160,562
424,432
50,435
153,436
242,380
19,760
44,543
2,114,599
571,705
2,053,448
Home &
Living
2014
Revenue
EBITDA
Cash and cash
equivalents
7) The Other segment is retrospectively adjusted for network entities that were either sold, ceased operations or that became reportable during 2015.
8) The reconciliation column includes the elimination of EUR 1,332,322 thousand revenues and adjustments of EBITDA of EUR 713,168 thousand from non-consolidated
network companies. Moreover, the effects from consolidation are included in the reconciliation column.
Revenues for each region for which the revenues are material are reported separately as follows:
In EUR thousand
Revenue by region
2015
2014
Germany
32,913
23,431
Brazil
67,408
63,635
Africa
55
23,279
Other
27,956
17,837
Total
128,332
128,182
131
Non-current assets for each region for which it is material are reported separately as follows:
In EUR thousand
2015
2014
Germany
12,122
8,088
Spain
79,577
Italy
38,915
Other
1,359
4,067
Total
131,953
12,155
The non-current assets reported in the table above only contain intangible assets and property,
plant and equipment pursuant to IFRS 8.33(b).
The Rocket Internet Group has a diversified customer base.
7. Capital Management
The Company regards its total equity as capital. The primary objective of the Companys capital
management is to support its operations, to cover the cash burn and to maximize shareholders
value while minimizing financial risk. Historically, the Company has financed its operations
primarily through the issuance of equity instruments to third parties and in 2015, for the first time
through the issuance of convertible bonds. To assist management in undertaking strategic activities,
capital increases and servicing stock option plans, the shareholders of the Company have authorized the future issuance of ordinary shares in specific circumstances with the permission of
the Supervisory Board. The Company has declared and paid dividends on its ordinary shares in
the financial year 2014. However, the Company did not pay dividends in the financial year 2015
and does not expect to pay dividends in the foreseeable future.
The capital resources for the Group are also derived from cash payments from non-controlling
interests, from operating activities and sales of equity investments.
Except for the decision to not declare dividends in the foreseeable future, no changes were made
in the objective, policies or processes for managing capital during the years 2015 and 2014.
132
8. Principal Subsidiaries
As a result of Rocket Internet being an operational Internet platform, the basis of consolidation
is subject to changes in each financial period. Usually, Rocket Internet has control and applies
full consolidation when an enterprise is founded. In subsequent financing rounds, the enterprises
attract the equity necessary to further extend operations from Rocket Internet as well as from
other external investors. This means that Rocket Internets direct and indirect share in the entities
decreases over time in line with their size and maturity. Please, refer to Note 1 for further details
on corporate structure, consumer brands, Group operations and to Note 6 regarding segment
information.
Details of the Groups material subsidiaries at the end of the reporting period are as follows:
Name of subsidiary
Place of
Owner
Owner
business and Nature
ship
ship
incorporation
of Business 31/12/15 31/12/14
Berlin
eCommerce
77.1%
77.1%
So Paulo
marketplace
100%
71.8%
Luxemburg
interim holding
62.6%
100%
Berlin
interim holding
100%
100%
Luxemburg
interim holding
100%
n/a
Luxemburg
other services
100%
100%
Luxemburg
interim holding
100%
n/a
Bonnyprints GmbH1)
Bus Servicos de Agendamento Ltda.
Convenience Food Group S. r.l.
Global Founders Capital GmbH & Co.
Beteiligungs KG Nr. 1
Madrid
marketplace
100%
n/a
Berlin
other services
100%
100%
So Paulo
eCommerce
n/a
49.8%
Berlin
other services
65.0%
65.0%
Luxemburg
interim holding
58.3%
58.3%
So Paulo
eCommerce
n/a
48.6%
Bologna
marketplace
100%
n/a
The proportions of voting rights in the subsidiaries are the same as the ownership interests
presented in the table above. Ownership percentages are calculated on the group parent level,
considering all non-controlling interests in the lower levels of the multilevel group hierarchy.
In the table above, n/a indicates that the respective company was not a subsidiary as of the
respective balance sheet date.
The total non-controlling interests as of December 31, 2015 amount to EUR 73,735 thousand
(previous year EUR 34,184 thousand).
133
The Management has determined that the Group does not control the following companies even
though Rocket Internet holds more than 50% of the voting rights. The companies listed below
were not controlled because Rocket Internet does not have the ability to direct the relevant
activities due to specific regulations in the shareholder agreements:
2015
Voting
rights 2014
Voting
rights
59.8%
55.5%
57.9%
HelloFresh AG
68.2%
73.9%
55.8%
50.1%
79.6%
Wimdu GmbH
52.5%
Assets
Noncurrent
Liabilities
Total
Current
Noncurrent
Current
Net
Assets
Attributable
to NCI
Bonnyprints GmbH
14
176
1,323
1,132
259
80
3,444
1,580
1,945
549
19,637
7,978
1,273
26,342
9,849
169,722
23,153
1,310
349
191,216
66,927
22
13,194
107
13,110
5,465
Assets
In EUR thousand
Bonnyprints GmbH
Kanui Comercio Varejista Ltda.
MKC Brillant Services GmbH
Tricae Comercio Varejista Ltda.
Noncurrent
Liabilities
Current
Noncurrent
Total
Current
Net
Assets
Attributable
to NCI
52
112
711
546
125
1,058
12,968
15,617
1,591
799
74,354
62,868
344
237
136,641
47,824
767
6,484
48
10,725
3,522
1,809
134
Revenue
In EUR thousand
Profit
(Loss)
Other
comprehensive
income
Total
comprehensive
income
Attributable
to NCI
Bonnyprints GmbH
5,346
592
592
136
3,431
4,703
181
4,884
1,378
125
57
57
21
31,557
2,776
515
3,291
61
130,931
2,216
133,147
46,602
25,468
25,468
12,327
29,946
4,540
307
4,848
82
594
594
248
Revenue
Profit
(Loss)
Other
comprehensive
income
Total
comprehensive
income
Attributable
to NCI
20,520
26,094
321
26,415
16,883
5,819
546
546
125
2)
2014
In EUR thousand
Africa eCommerce Holding GmbH1)
Bonnyprints GmbH
Kanui Comercio Varejista Ltda.
MKC Brillant Services GmbH
Tricae Comercio Varejista Ltda.
34,970
3,532
137
3,669
1,617
207
35,204
444
34,759
12,166
22,808
7,860
74
7,934
3,970
1) until deconsolidation on July 16, 2014, financial data of the Jumia Group.
There were no dividends paid to non-controlling interests during the periods presented.
135
62
68
4,161
7,305
923
16,428
15,704
754
772
276
4,952
8,033
28
15,974
4,070
In EUR thousand
Bonnyprints GmbH
Bus Servicos de Agendamento Ltda.
1)
85
100
121
7,115
19,460
996
16,368
2014
In EUR thousand
Africa eCommerce Holding1)
Bonnyprints GmbH
Kanui Comercio Varejista Ltda.
MKC Brillant Services GmbH
Tricae Comercio Varejista Ltda.
232
22
94
5,672
547
6,180
481
40,476
50,046
5,868
467
5,951
1) until deconsolidation on July 16, 2014, financial data of the Jumia Group.
Summarized effect of loss of control of subsidiaries through sale during the period
The Group lost control of certain subsidiaris through sale in 2015.
In September 2015, the consolidated subsidiary MKC Brillant Services GmbH contributed its
shares in the outdoor and sport shop Kanui (Jade 1159. GmbH and their subsidiaries VRB GmbH
& Co. B-195 KG and Kanui Comercio Varejista Ltda.), as well as in the online shop for childrens
products Tricae (Jade 1218. GmbH and their subsidiaries VRB GmbH & Co. B-196 KG and Tricae
Comercio Varejista Ltda.), both located in Brazil, in exchange for shares in the associate Global
Fashion Group S.A.
In October 2015, the consolidated subsidiary Global Fin Tech Holding S. r.l. contributed its
71.4% share in Zencap Global S. r.l. (Zencap) to Funding Circle Holding Limited, London,
(Funding Circle), in exchange for shares in this entity. The shares in Funding Circle are accounted
for as other investment measured at fair value. Zencap operates a crowd lending platform
focusing on small and middle-sized enterprises.
In January 2015, Rocket Internets consolidated subsidiary MKC Brillant Services GmbH contributed its 97% stake in LIH Subholding Nr. 3 UG (haftungsbeschrnkt) & Co. KG to Carmudi Global
S. r.l. in exchange for shares in this entity. The LIH Subholding Nr. 3 UG (haftungsbeschrnkt)
& Co. KG (including its two subsidiaries) comprises the Mexican car classifieds services operating
under the consumer brand Carmudi. The shares in Carmudi Global S. r.l. are classified as
Available-for-sale (AFS) equity investments.
136
In January 2015, Rocket Internets consolidated subsidiary MKC Brillant Services GmbH contributed
its 97% stake in LIH Subholding Nr. 4 UG (haftungsbeschrnkt) & Co. KG to Lamudi Global S. r.l.
in exchange for shares in this entity. The LIH Subholding Nr. 4 UG (haftungsbeschrnkt) & Co. KG
(including its four subsidiaries) comprises the real estate classified services operating in Mexico,
Colombia and Peru under the consumer brand Lamudi. The shares in Lamudi Global S. r.l. are
classified as Available-for-sale (AFS) equity investments.
The Company lost control of the following subsidiaries through sale in 2014.
On April 4, 2014, Rocket Internets fully consolidated subsidiary Asia Internet Holding S. r.l. (as
seller) and the associated company Car Classifieds Asia S. r.l. (as buyer) signed an agreement
regarding the sale of the 100% participation in Carmudi GmbH, Berlin, (former Brillant 1253. GmbH).
On August 12, 2014, Rocket Internet SE (as seller) and Bigfoot GmbH (as buyer) agreed on the
sale of 100% of the shares in Digital Services Holding X S. r.l.
According to the agreement dated November 17, 2014, MKC Brillant Services GmbH contributed
its shares in LIH Subholding Nr. 5 UG (haftungsbeschrnkt) & Co. KG to the associated company
Emerging Markets Online Food Delivery Holding S. r.l. in exchange for shares in this entity. The
LIH Subholding Nr. 5 UG (haftungsbeschrnkt) & Co. KG (including its 13 subsidiaries) comprised
the Latin American delivery services operating under the consumer brands foodpanda and hellofood. The acquisition costs of the shares in Emerging Markets Online Food Delivery Holding S. r.l.,
that were received by the seller in return, were measured at fair value of the businesses contributed.
In the years 2015 and 2014 the Group deconsolidated some dormant, non-significant subsidiaries
as well as some liquidated subsidiaries. The amount of the results from the deconsolidation of
such entities is explained in Note 14. These deconsolidations as well as further minor divestments
had no material effect on the financial statements.
The amount of consideration received:
Jan 1
Dec 31,
2014
Tricae
Zencap
Other
Total
Total
230
230
47
Non-cash consideration
63,388
44,497
24,428
16,309
148,622
18,248
Consideration received
63,388
44,497
24,428
16,539
148,852
18,295
In EUR thousand
Cash received
137
Analysis of assets and liabilities from subsidiaries over which control was lost through sale during
the financial period:
Jan 1
Dec 31,
2014
Tricae
Zencap
Other
Total
Total
7,950
5,383
3,520
4,980
21,833
8,002
133
125
2,381
2,348
4,988
4,310
Trade receivables
1,225
685
121
190
2,221
1,020
Inventories
6,366
4,359
511
11,236
454
225
214
1,018
1,932
3,388
2,218
1,201
793
1,141
1,762
4,897
2,096
Intangible assets
289
31
578
1,334
2,232
542
811
527
79
209
1,626
335
Other
101
235
483
218
1,038
1,220
12,962
12,629
2,553
9,742
37,886
25,719
56
840
898
3,811
6,510
1,268
3,002
12,054
15,621
In EUR thousand
Current assets
Cash and cash equivalents
Other
Non-current assets
Current liabilities
Non-current liabilities
Net assets disposed
Result from the sale of subsidiaries (including dormant, non-significant and liquidated
subsidiaries):
Jan 1
Dec 31,
2014
Kanui
Tricae
Zencap
Other
Total
Total
63,388
44,497
24,428
16,539
148,852
18,295
3,811
6,510
1,268
3,002
12,054
15,621
3,111
757
27
4,050
6,431
21,818
Reclassification of the
parent's share of
components previously
recognized in OCI to profit
or loss
909
1,649
49
2,607
649
595
209
1,036
173
227
138
113
425
65,473
53,780
22,995
15,443
157,692
12,098
Non-controlling interests
Other effects
Result from
deconsolidation
138
Month of
deconsolidation
Transition to
October 2015
Associate
December 2015
Associate
Month of
deconsolidation
Transition to
July 2014
Joint venture
August 2014
Joint venture
2014
Name of the former subsidiary
Africa Internet Holding GmbH
Asia Internet Holding S. r.l.
Azmalo S. r.l.
Emerging Markets Taxi Holding S. r.l.
Associate of Asia
March 2014 Internet Holding S. r.l.
August 2014
Associate
Associate of Asia
January 2014 Internet Holding S. r.l.
Associate of Asia
January 2014 Internet Holding S. r.l.
March 2014
Associate
October 2014
Associate
Mai 2014
Joint venture
Associate of Asia
January 2014 Internet Holding S. r.l.
The gains and losses on deemed disposals, regular disposals and liquidation of subsidiaries
resulting in a loss of control and accordingly a deconsolidation of subsidiaries are reported as
a separate line item in the income statement. The portion of the gains due to measuring any
investment retained in the former subsidiaries at its fair value at the date when control is lost
is disclosed in the Note 14.
139
In EUR thousand
Convenience Food Group S. r.l.1)
14,870
3,980
3,739
3,496
2)
94
Bonnyprints GmbH
no change
no change
no change
In EUR thousand
MKC Brillant Services GmbH
24,718
1,921
1,805
In January 2015, the Company purchased non-controlling interests in Jade 1317. GmbH for an
amount of EUR 9,560 thousand, therefore reversing the corresponding previous allocation of
profits to non-controlling interests of EUR 481 thousand and allocating EUR 9,080 thousand
to other revenue reserves.
In January 2014, the Company purchased non-controlling interests in Bonnyprints GmbH for
an amount of EUR 225 thousand, therefore reversing the corresponding previous allocation of
losses to non-controlling interests of EUR 17 thousand and allocating EUR 242 thousand to
other revenue reserves.
Furthermore, the investment rounds at all subsidiaries (including the abovementioned subsidiaries)
as a result of which the Companys ownership has decreased resulted in the following movements
in equity:
attributable to
shareholders
of the parent
non-controlling
interests
Total
2015
35,395
22,635
58,030
2014
65,901
35,670
101,571
In EUR thousand
140
361
Trade receivables
139
15
2,818
15
2,579
44
Trade payables
26
68
86
6,025
45,247
51,272
The fair value of the trade receivables amounts to EUR 139 thousand. The gross amount of trade
receivables is EUR 140 thousand. However, none of the trade receivables have been impaired
and it is expected that the full contractual amounts can be collected.
141
If the acquisition of Pizzabo.it had completed on January 1, 2015, they would have contributed
revenues of EUR 1,163 thousand and EBITDA of EUR 2,598 thousand. Since January 30,
2015 Pizzabo.it contributed revenues of EUR 1,056 thousand and EBITDA of EUR 2,659 thousand.
The deferred tax liability comprises the tax effect of the amortization of intangible assets
(trade mark, customer relationships and technology) recognized on acquisition.
The goodwill of EUR 45,247 thousand arose because the cost of the combination included a control
premium. In addition, the consideration paid comprises the value of expected synergies arising
from the acquisition, revenue growth, future market development and the assembled workforce
of Pizzabo.it which could not be separately recognized. None of the goodwill recognized is expected
to be deductible for income tax purposes.
In EUR thousand
Purchase consideration
44,000
7,272
51,272
Consideration includes all payments made to shareholders or on behalf of them that were relevant
to gaining control of the company and were not related to acquisition costs.
142
The fair values of the identifiable assets and liabilities of La Nevera Roja as at the date
of acquisition were:
In EUR thousand
Assets
Property, plant and equipment
Intangible assets
Other non-current assets
Cash and cash equivalents
Trade receivables
Other current assets
Liabilities
5,451
Trade payables
3,551
1,090
877
10,353
70,087
80,440
The gross amount of trade receivables is equally EUR 68 thousand. None of the trade receivables
have been impaired and it is expected that the full contractual amounts can be collected.
If the acquisition of La Nevera Roja had completed on January 1, 2015, they would have contributed
revenues of EUR 4,962 thousand and EBITDA of EUR 11,860 thousand. Since January 26,
2015 La Nevera Roja contributed revenues of EUR 4,650 thousand and EBITDA of EUR 10,393
thousand. The deferred tax liability comprises the tax effect of the amortization of intangible
assets (trade mark, customer relationships and technology) recognized on acquisition.
The goodwill of EUR 70,087 thousand arose because the cost of the combination included a control
premium. In addition, the consideration paid comprises the value of expected synergies arising
from the acquisition, revenue growth, future market development and the assembled workforce
of La Nevera Roja, which is not separately recognized. None of the goodwill recognized is
expected to be deductible for income tax purposes.
In EUR thousand
Purchase consideration
80,440
Total consideration
80,440
Acquisition-related costs amounting to EUR 181 thousand have been excluded from
the consideration transferred and have been recognized as an expense in profit or loss in
January 2015 within the other operating expenses line item.
Operations
Somuchmore
Shopkin
Volo
Food Messenger
The above mentioned business combinations are individually and collectively immaterial.
143
144
1,385,961
1,067,442
310,460
383,320
1,696,421
1,450,762
Investments in associates
Details of the Groups material associates at the end of the reporting period are as follows:
Registered
Office
Owner
Owner
Principal
ship
ship
Activity 31/12/15 31/12/14
Trade Name
Name of associate
Berlin
eCommerce/
marketplace
34.6%
34.6%
foodpanda
Emerging Markets
Online Food Delivery
Holding S. r.l.
Luxemburg
marketplace
49.1%
57.9%
Global Fashion
Luxemburg
eCommerce
26.9%
25.2%
HelloFresh1)
HelloFresh AG
Berlin
eCommerce
56.7%
44.2%
Home24
Home24 AG
Berlin
eCommerce
45.5%
49.6%
Luxemburg
eCommerce/
marketplace
22.8%
n/a
31.0%
n/a
Lazada
Linio2)
Berlin
eCommerce/
marketplace
Westwing
Westwing Group
GmbH
Berlin
eCommerce
32.2%
36.3%
Big Commerce
(holding for Linio and
Lazada)
Berlin
eCommerce/
marketplace
n/a
51.6%
Big Commerce
During the financial year 2015, Rocket Internet together with co-investors dissolved Big
Commerce and established the following holding entities, in which the two businesses are now
operated separately:
Trade name of the business
Lazada
Linio
In the course of the reorganization, New TIN Linio II was split off from Big Commerce in the first
quarter of 2015. Big Commerce recognized the split off as a distribution in kind through profit or
loss (one-time effect) in accordance with IFRIC 17. As a result of the split off, fair value changes
amounting to EUR 29,452 thousand which have previously been recognized in OCI have been
recycled through profit or loss.
In the second quarter of 2015, Big Commerce was contributed into the new holding company
Lazada Group S.A. In the context of this contribution, no one-time effects were recognized in
profit or loss.
Bigfoot GmbH
Bigfoot I
Bigfoot II
Zalora business
(including The Iconic brand)
Big Commerce
In December 2014, Rocket Internet together with co-investors established the Global Fashion
Group S.A. (trade name: Global Fashion Group), in which Rocket Internets five fashion
eCommerce businesses were combined. All direct shareholders in the five existing
eCommerce companies
Dafiti Latam GmbH & Co. Beteiligungs KG (Dafiti),
Lamoda GmbH (Lamoda),
Zalora Group GmbH (Zalora),
Middle East eCommerce Holding GmbH (Namshi) and
Jabong GmbH (Jabong),
as well as the shareholders of Bigfoot GmbH, BGN Brillant Services GmbH and
TIN Brillant Services GmbH mutually agreed to contribute their shares in the aforementioned
entities into the Global Fashion Group.
The insertion of Global Fashion Group as parent of Bigfoot I does not result in a business
combination and has no impact on the consolidated statement of comprehensive income of
Rocket Internet.
145
146
In addition to the formation of the Global Fashion Group, certain non-global fashion e-commerce
businesses were transferred to the newly established holding entities:
Trade name of the
non-global fashion business Former holding entity
FabFurnish
Bigfoot I
FabFurnish GmbH
Zanui.com
Bigfoot II
Big Commerce
After the reorganization, Global Fashion Group operates amongst others the brands Dafiti
(Latin America), Jabong (India), Lamoda (Russia), Namshi (Middle East) and Zalora & The Iconic
(South East Asia and Australia).
AEH
New Africa II
EUR
foodpanda
EUR
Current assets
Global
Fashion
EUR
HelloFresh
EUR
104
117,346
372,777
137,494
81,670
98,254
1,989,591
108,782
43
29,182
257,715
60,809
10,164
160,202
34,480
81,731
176,254
1,944,451
150,987
Home24
EUR
Lazada
EUR
Linio
EUR
Westwing
EUR
Current assets
100,403
123,945
41,138
41,142
Non-current assets
105,592
367,520
134,555
43,679
73,460
107,184
25,332
52,997
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Current liabilities
Non-current liabilities
Net assets
15,875
79,688
36,106
15,270
116,660
304,593
114,255
16,554
147
AEH
New Africa II
EUR
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Big Commerce
EUR
foodpanda
EUR
Global Fashion
EUR
109
35,152
51,955
463,596
102,455
525,362
74,894
1,856,006
41
25,993
13,799
211,933
10,193
155,181
102,523
534,520
102,856
1,952,487
Home24
EUR
Westwing
EUR
Current assets
27,283
66,709
44,891
Non-current assets
36,565
49,682
27,299
Current liabilities
13,152
71,109
51,909
7,499
10,547
18,151
43,197
34,735
2,131
Company
Currency
Non-current liabilities
Net assets
AEH
New Africa II
EUR
foodpanda
EUR
Global
Fashion
EUR
HelloFresh
EUR
31,544
930,082
304,952
20,753
118,216
379,746
121,454
4,373
26,815
221
20,753
122,589
406,561
121,675
148
Lazada
EUR
Linio
EUR
Westwing
EUR
Revenue
233,650
247,845
67,122
219,194
Profit or loss
93,866
315,674
69,425
68,065
691
3,193
178
3,167
93,176
312,482
69,247
64,898
98,0371)
Company
Currency
Other comprehensive
income
Total comprehensive
income
Dividends received from the
associate during the year
1) The amount of EUR 98,037 thousand is due to the distribution in kind of Linio in the course of the reorganization
of Big Commerce.
AEH
New Africa II Big Commerce
EUR
EUR
Revenue
Profit or loss
Other comprehensive
income
Total comprehensive
income
Dividends received from the
associate during the year
foodpanda
EUR
Global
Fashion1)
EUR
195
6,669
212,422
1,934
25,558
39,737
185,693
7,828
13,533
1,934
25,558
47,565
172,160
19,2832)
10,1483)
1) Financial information taken from the Global Fashion Group consolidated financial statements deviates from segment
presentation (Note 6).
2) The amount of EUR 19,283 thousand results from the non-cash distribution of the Namshi business in the course of the
reorganization in conjunction with the establishment of Global Fashion Group.
3) The amount of EUR 10,148 thousand results from non-cash distributions of three non-global fashion e-commerce businesses
in the course of the reorganization in conjunction with the establishment of Global Fashion Group.
HelloFresh
EUR
Home24
EUR
Westwing
EUR
69,624
160,126
183,332
15,244
62,374
72,603
684
358
6,412
15,927
62,017
66,191
Reconciliation of the above summarized financial information to the carrying amount of the interest
in associates recognized in the consolidated financial statements is set out below.
Other adjustments reflect non-controlling interests of the associates (in thousands).
149
foodpanda
EUR
Global
Fashion
EUR
HelloFresh
EUR
Net assets of
the associate
81,731
176,254
1,944,451
150,987
Company
Currency
34.6%
49.1%
26.9%
56.7%
Goodwill
16,555
42,903
111,498
Other adjustments
5,398
19,066
242
28,260
108,421
547,048
197,287
Home24
EUR
Lazada
EUR
Linio
EUR
Westwing
EUR
Carrying amount
of the Groups interest
in the associate
116,660
304,593
114,255
16,554
45.5%
22.8%
31.0%
32.2%
Goodwill
15,151
121,302
61,403
5,337
4,069
606
1,684
10,680
72,324
191,360
95,117
21,348
AEH
New Africa II
EUR
Big Commerce
EUR
foodpanda
EUR
Global
Fashion
EUR
102,523
534,520
102,856
1,952,487
Other adjustments
Carrying amount
of the Groups interest
in the associate
34.6%
51.6%
57.9%
25.2%
Goodwill
16,447
23,685
Other adjustments
2,335
22,893
35,448
275,800
78,346
492,723
Carrying amount
of the Groups interest
in the associate
150
Home24
EUR
Westwing
EUR
Net assets of
the associate
43,197
34,735
2,131
44.2%
49.6%
36.3%
Goodwill
25,551
10,576
11,220
790
3,734
10,027
45,425
31,542
22,020
Company
Currency
Other adjustments
Carrying amount
of the Groups interest
in the associate
124,795
86,136
42,519
16,013
42,705
16,013
6,726
12,693
2,840
25
Trade Name
Name of
joint venture
Registered
Office
Owner
Owner
Principal
ship
ship
Activity 31/12/15 31/12/14
Berlin
eCommerce/
Marketplace
33.3%
33.3%
Luxemburg
eCommerce/
Marketplace
50.0%
50.0%
Luxemburg
eCommerce/
Marketplace
50.0%
50.0%
Wimdu
Wimdu GmbH
Berlin
Marketplace
n/a
52.5%
2)
1)Strategic partnership for the Company, providing access to new customers and markets in the respective regions Africa,
Asia-Pacific and Middle East.
2) As of December 31, 2015 associated company.
151
Summarized financial information in respect of the Groups material joint ventures is set out
below and represents amounts shown in the joint ventures consolidated financial statements
prepared in accordance with IFRSs and adjusted by the Group for equity accounting purposes.
Summarized balance sheets (in thousands):
Company
Reporting date
Currency
Africa Internet
Group
31/12/15
EUR
Asia Pacific
Internet Group
31/12/15
EUR
Middle East
Internet Group
31/12/15
EUR
Current assets
127,646
146,312
24,308
12,442
124,500
20,394
Current liabilities
47,134
15,193
6,298
Non-current liabilities
10,769
8,366
57
Net assets
82,185
247,253
38,346
Non-current assets
Company
Reporting date
Currency
Africa Internet
Group
31/12/14
EUR
Asia Pacific
Internet Group
31/12/14
EUR
Middle East
Internet Group
31/12/14
EUR
31/12/14
EUR
Current assets
153,605
89,429
37,294
24,621
Non-current assets
123,968
187,488
20,131
256
31,237
4,825
1,548
14,705
116
1,919
246,220
270,173
55,878
10,172
Current liabilities
Non-current liabilities
Net assets
Wimdu
Company
Reporting date
Currency
Africa Internet
Group
31/12/15
EUR
Asia Pacific
Internet Group
31/12/15
EUR
Middle East
Internet Group
31/12/15
EUR
28,102
100,839
19,777
Current financial
liabilities (excluding trade and other
payables and provisions)
15
4,027
2,045
857
8,366
57
152
Company
Reporting date
Currency
Africa Internet
Group
31/12/14
EUR
Asia Pacific
Internet Group
31/12/14
EUR
Middle East
Internet Group
31/12/14
EUR
Wimdu
31/12/14
EUR
33,440
44,065
36,155
19,903
Current financial
liabilities (excluding trade
and other payables
and provisions)
610
1,985
171
9,785
Non-current financial
liabilities (excluding trade
and other payables
and provisions)
1,918
Company
Reporting date
Currency
Africa Internet
Group
31/12/15
EUR
Asia Pacific
Internet Group
31/12/15
EUR
Middle East
Internet Group
31/12/15
EUR
144,626
13,666
11,967
178,483
50,544
22,035
407
121
32
178,890
50,665
22,002
Revenue
Profit or loss from continuing
operations
Post-tax profit or loss from
discontinued operations
Other comprehensive income
Total comprehensive income
Dividends received from the joint
venture during the year
Company
Reporting date
Currency
Revenue
Africa Internet
Group
31/12/14
EUR
Asia Pacific
Internet Group
31/12/14
EUR
Middle East
Internet Group
31/12/14
EUR
Wimdu
31/12/14
EUR
63,694
1,743
110
13,528
80,762
1,249
6,163
11,190
1,262
Other comprehensive
income
1,088
291
Total comprehensive
income
81,850
304
6,163
11,190
153
The above profit or loss for the year includes the following (in thousands):
Company
Reporting date
Currency
Africa Internet
Group
31/12/15
EUR
Asia Pacific
Internet Group
31/12/15
EUR
Middle East
Internet Group
31/12/15
EUR
4,598
5,175
212
207
157
Interest expense
808
185
142
918
371
Company
Reporting date
Currency
Africa Internet
Group
31/12/14
EUR
Asia Pacific
Internet Group
31/12/14
EUR
Middle East
Internet Group
31/12/14
EUR
31/12/14
EUR
Depreciation and
amortization
Wimdu
1,727
366
21
137
Interest income
263
70
146
Interest expense
352
52
293
61
26
Reconciliation of the above summarized financial information to the carrying amount of the
interest in the joint venture recognized in the consolidated financial statements (in thousands):
Company
Reporting date
Currency
Net assets of the joint venture
Africa Internet
Group
31/12/15
EUR
Asia Pacific
Internet Group
31/12/15
EUR
Middle East
Internet Group
31/12/15
EUR
82,185
247,253
38,346
33.3%
50.0%
50.0%
Goodwill
82,677
18,402
29,443
Other adjustments
20,487
11,981
1,238
130,560
130,047
49,854
154
Company
Reporting date
Currency
Net assets of the joint
venture
Africa Internet
Group
31/12/14
EUR
Asia Pacific
Internet Group
31/12/14
EUR
Middle East
Internet Group
31/12/14
EUR
Wimdu
31/12/14
EUR
246,220
270,173
55,878
10,172
33.3%
50.0%
50.0%
52.5%
Goodwill
84,048
18,402
29,443
1,125
140
167,246
153,491
57,242
5,342
Other adjustments
Carrying amount of the
Groups interest in the
joint venture
2014
Sale of goods
70,733
55
87,435
68
Rendering of services
56,762
44
40,747
32
837
128,332
100
128,182
100
In EUR thousand
Interest
Total
Revenue generated from the rendering of services primarily result from consulting services
provided to associates and joint ventures. Furthermore, revenues from rendering of intermediation
services (marketplaces) are also included therein.
155
2015
2014
2,599
511
329
1,217
154
Other
2,066
2,318
4,994
4,200
2015
2014
158,375
12,163
9,333
440,503
1,277
1,845
45
115
20
167,025
452,601
When Rocket Internet loses control over a company, the former subsidiaries are no longer
consolidated, but they usually become associated companies or joint ventures. The retained
interests are measured at fair value at first time recognition. The gain or loss that results from the
deconsolidation and first-time recognition as associated company or joint venture is recognized
as gain / loss from deconsolidation.
The income from deconsolidation in the year 2015 mainly resulted from the sale of the subsidiaries Kanui Comercio Varejista Ltda., of Tricae Comercio Varejista Ltda. and Zencap Global S. r.l.
in exchange for shares. For further information we refer to Note 8.
The income from deconsolidation in the year 2014 mainly resulted from the deemed disposals
of Africa Internet Holding GmbH (EUR 168,203 thousand), Asia Internet Holding S. r.l.
(EUR 109,795 thousand), Middle East Internet Holding S. r.l. (EUR 61,181 thousand), Emerging
Markets Taxi Holding S. r.l. (EUR 28,801 thousand), Kaymu (Azmalo S. r.l., EUR 16,718 thousand),
Lendico (ECommerce Holding II S. r.l., EUR 16,305 thousand), Helpling Group Holding S. r.l.
(EUR 11,434 thousand) and Pricepanda Group GmbH (EUR 10,729 thousand). Gains from sales
of subsidiaries mainly comprise the gain of EUR 12,129 thousand resulting from the exchange
of shares in the fully consolidated LIH Subholding Nr. 5 UG (haftungsbeschrnkt) & Co. KG
(including its subsidiaries) for shares in Emerging Markets Online Food Delivery Holding S. r.l.
The contributed subsidiary comprised the Latin American food delivery services operating under
the consumer brands hellofood and foodpanda.
156
2014
44,710
57,364
Purchased services
19,401
12,424
64,116
69,788
2015
2014
74,383
57,784
Social security
11,460
8,881
57,952
51,295
14,739
16,690
In EUR thousand
Other
Purchased merchandise and services
Other
Employee benefit expenses
13,123
7,220
171,656
141,870
Social security costs include contributions to the statutory pension insurance of EUR 6,535 thousand
(previous year EUR 4,860 thousand).
Regarding the Equity- and Cash-settled share-based payments, please refer to Note 39.
157
2014
Marketing expenses
31,388
32,070
In EUR thousand
10,739
8,445
IT costs
6,323
3,922
5,381
5,432
External services
4,353
8,713
4,180
4,472
4,009
2,314
2,426
1,046
2,294
1,702
Travel expenses
1,660
2,561
1,037
4,438
378
883
8,302
11,671
82,470
87,669
Marketing expenses comprise costs for advertising, customer relation and public relations.
Expenses for external services comprise costs for services rendered by third parties.
158
2015
2014
975
568
86,172
27,665
4,153
295
372
1,329
2,068
95,074
28,528
11,829
1,763
53,157
14,734
355
17
65,357
16,497
29,717
12,031
For further information regarding the profit / loss from changes in fair value of financial instruments
at FVTPL refer to Note 41.
2015
2014
958
507
1,116
468
158
39
438
4,496
535
4,495
97
1,395
5,003
159
2015
2014
196,406
433,809
57,782
131,551
25,400
26,043
18,408
5,624
39,485
17,470
555
16,195
14,965
6,702
140,396
Permanent differences
(especially from the impairment of goodwill)
5,585
1,243
1,832
1,395
5,003
The weighted average applicable tax rate was 29.42% (previous year 30.32%), which was
derived from the tax rate in each tax jurisdiction weighted by the relevant pre-tax profit or loss.
Deferred Taxes
Differences between IFRS and statutory taxation regulations give rise to temporary differences
between the carrying amount of assets and liabilities in the consolidated financial statements and
their tax bases. The tax effect of these temporary differences and unused tax loss carry forwards
is disclosed below:
In EUR thousand
Intangible assets
5,480
2,105
Financial assets
3,812
650
1,659
Accruals
10,692
11,025
16,330
17,773
8,398
5,771
22
180
8,169
3,552
8,169
3,552
Deferred income tax assets are recognized for tax loss carry forwards and deductible temporary
differences to the extent that the realization of the related tax benefit through future taxable profits
is probable or deferred tax liabilities are recognized. Deferred tax asset for tax loss carryforwards
of EUR 8,398 thousand has therefore been recognized as of December 31, 2015 (previous year
EUR 5,771 thousand) and due to deductible temporary differences deferred tax asset of
EUR 10,692 thousand has therefore been recognized as of December 31, 2015 (previous year
EUR 11,025 thousand). Deferred tax assets from deductible temporary differences amounting to
EUR 106 thousand were not recognized.
160
161
7,150
7,180
11,570
1) On July 22, 2015, Rocket Internet SE issued 5,500 convertible bonds with a principal amount of EUR 100,000 each.
The convertible bond has a term of seven years and an interest rate of 3% per year payable semi-annually.
162
202,459
463,022
163,722
143,022
1.24
3.24
Basic earnings per share are identical to diluted earnings per share.
Transactions involving ordinary shares between the reporting date and the date of the
authorization of these financial statements
After the reporting period end (December 31, 2015) there were no transactions involving ordinary
shares of the Company.
163
Leasehold
improvements
Other property,
plant and
equipmen
Total
As of Jan 1, 2014
433
2,638
3,070
Additions
136
3,521
3,657
Disposals
31
1,010
1,041
In EUR thousand
Cost
1,252
1,250
211
211
541
3,693
4,234
Additions
439
3,161
3,601
Disposals
138
666
804
39
1,911
1,949
380
380
215
219
800
3,683
4,483
664
669
168
1,047
1,215
Disposals
359
359
263
269
149
149
166
938
1,104
359
1,138
1,497
Disposals
10
117
127
79
523
602
166
166
46
48
434
1,223
1,657
As of Jan 1, 2014
428
1,974
2,401
375
2,755
3,131
366
2,460
2,826
On December 31, 2015 and 2014, no property and equipment was pledged to third parties as
collateral.
164
Goodwill
Internally
generated
intangible
assets
Purchased
industrial
and similar
rights
As of Jan 1, 2014
5,985
1,440
7,425
Additions
2,569
2,295
4,864
Disposals
36
36
1,069
1,069
8,555
2,625
11,181
Additions
5,719
2,258
7,977
In EUR thousand
Total
Cost
Disposals
392
1,813
2,205
117,411
1,100
22,198
138,510
1,128
41
1,169
80
80
117,411
11,656
25,147
154,214
As of Jan 1, 2014
703
152
855
1,151
287
1,438
Disposals
140
140
1,854
302
2,156
3,387
2,387
5,774
18,050
18,050
Disposals
117
82
199
226
226
458
462
Impairment
18,050
4,666
2,371
25,087
5,282
1,288
6,570
6,701
2,323
9,024
99,361
6,990
22,776
129,127
As of December 31, 2015 and 2014, no intangible assets have been pledged to third parties as
collateral.
165
In EUR thousand
Pizzabo.it
30,847
La Nevera Roja
66,737
97,584
1,777
Total
99,361
In EUR thousand
Pizzabo.it
14,400
La Nevera Roja
3,650
18,050
The Management Board estimated the recoverable amount of these CGUs as part of the mandatory
impairment testing following the acquisition of these CGUs during the current annual period.
The recoverable amounts of Pizzabo.it and La Nevera Roja were based on the fair value less
costs of disposal estimated using the sales prices agreed on in the disposal transactions of these
entities in February 2016. It was assumed that the transaction prices agreed on in the sale
transactions were a reasonable approximation of the fair value of the respective CGUs at the
impairment testing date, December 31, 2015. The fair value measurement was categorized as
a Level 3 fair value (see Note 41).
The carrying amounts of Pizzabo.it and La Nevera Roja were determined to be higher than their
recoverable amounts of EUR 36,375 thousand and EUR 75,625 thousand and an impairment loss
was recognized.
The impairment loss was fully allocated to goodwill and included in the reportable segment Other.
322,349
336,547
999,116
In EUR thousand
Loan receivables
8,692
39
Other
3,027
1,944
1,333,184
338,530
166
For additional information regarding Equity instruments accounted for at fair value through profit
or loss and AFS Equity investments see Note 41.
27. Inventories
Inventories are mainly comprised of merchandise.
In EUR thousand
Gross inventories
743
11,532
Write-down
Total inventories
294
743
11,238
Except for customary retention of proprietary rights, all inventories are free from rights of third
parties.
3,170
7,981
941
671
5,974
12,096
In EUR thousand
10,085
20,748
10,810
21,460
Valuation allowance
Trade receivables
725
712
10,085
20,748
In EUR
thousand
Not past
due and
Book
not
value impaired
3190
days
91180
days
Impaired
receiv> 180
ables
days
(gross)
Impairment
amount
Dec 31,
2015
10,085
7,126
1,140
1,045
427
347
725
725
Dec 31,
2014
20,748
20,433
144
36
48
87
712
712
167
In EUR thousand
As of Jan 1, 2014
716
Additions
44
Reversal
34
14
712
Additions
205
Usage
186
Reversal
725
33,307
7,857
1,328
1,991
2,543
1,930
In EUR thousand
Loan receivables from associated companies
and joint ventures
545
Security deposits
625
1,872
2,913
1,445
41,260
15,095
In EUR
thousand
Not past
due and
Book
not
value impaired
3190
days
91180
days
Impaired
receiv> 180
ables
days
(gross)
Impairment
amount
Dec 31,
2015
41,260
34,169
88
45
1,052
5,906
19
19
Dec 31,
2014
15,095
14,554
188
58
38
257
19
19
168
3,764
Other prepayments
33
20
Tax receivables
89
In EUR thousand
Prepayments on shares in associated companies
400
374
523
4,158
2,623
3,942
Prepaid expenses
1,793
3,338
172
385
Prepayments
657
310
5,246
7,975
5,768
12,133
1,758,870
2,053,206
230
Checks
Petty cash
Cash and cash equivalents
18
12
1,758,889
2,053,448
169
new shares of the Carmudi Global S. r.l., while the LIH Subholding Nr. 4 UG (haftungsbeschrnkt)
& Co. KG was contributed into Lamudi Global S. r.l. in exchange for shares in this company.
The Crowd Lending Platform Zencap Global S. r.l. was exchanged for shares in Funding Circle
Holding Limited.
Significant non-cash investing and financing activities and transactions in 2014 comprised the
exchange of shares in the fully consolidated LIH Subholding Nr. 5 UG (haftungsbeschrnkt) & Co.
KG (including its 13 subsidiaries) against shares in Emerging Markets Online Food Delivery
Holding S. r.l. accounted for at fair value, as well as the acquisition of shares in Global Fashion
Group S.A. (established in 2014) through a contribution in kind of shares in Bigfoot GmbH.
In August 2014, the parent company increased its capital and used the new shares in two
instances to acquire additional participations. Firstly, Rocket Internet received from Holtzbrinck
Ventures shares in the following participations: Bigfoot GmbH, BGN Brillant Services GmbH,
Home24 GmbH and Westwing Group Holding GmbH. Secondly, United Internet AG and Global
Founders GmbH contributed an existing portfolio of more than 50 equity interests in companies
into Rocket Internet SE. For further information reference is made to Note 33.
1,758,889
2,053,448
9,710
1,768,599
2,053,448
170
Assets classified as held for sale and liabilities associated with assets classified as held for sale
comprise the following:
In EUR thousand
Dec 31, 2015
Spotcap
Intangible assets
Property, plant and equipment
Financial assets
Other
Total
395
404
54
86
140
13
13
26
130
130
Non-current assets
593
107
700
23
23
Inventories
Trade receivables
Other current financial assets
Other current non-financial assets
853
854
4,619
1,076
5,695
68
40
108
5,898
3,812
9,710
Current assets
10,586
5,804
16,390
11,179
5,911
17,090
50
50
53
53
Non-current liabilities
Current loans
Current bank liabilities
Trade payables
Other current financial liabilities
Other current non-financial liabilities
103
103
3,989
3,989
144
144
390
1,930
2,320
25
25
90
879
970
Current liabilities
4,493
2,953
7,446
4,596
2,953
7,549
An increase of capital of the online loan platform Spotcap Global S. r.l. was conducted by external
investors in December 2015, which resulted in a dilution of Rocket Internets interest to less
than 50%. Current loan liabilities from Spotcap are secured by bank accounts in the amount of
EUR 1,552 thousand.
A capital increase of Bus Servios de Agendamento Ltda. was decided upon in October 2015,
as a result of which the Group will hold a share of 50%. The relevant articles of association were
signed in November 2015. The transaction is expected to be concluded (closing) in the second
quarter of 2016.
171
In accordance with the contract dated December 16, 2015, the sale of Bonnyprints GmbH to
Planet Cards SAS was agreed. The transaction was completed on January 19, 2016 (closing).
In EUR thousand
Dec 31, 2014
Total
Shares in associates
212
Non-current assets
212
3,667
Current assets
3,667
3,879
In August 2014, as a part of the portfolio contribution of the Global Founders Capital funds, the
Group acquired shares in Playa Games GmbH. The shares were sold in July 2014 (signing).
The closing of the transaction was concluded in May 2015. In December 2014, Philippine Long
Distance Telephone Company (PLDT) and Rocket Internet entered into an agreement to establish
a Joint Venture for payment services with a focus on emerging markets, with each partner
holding a 50% stake. The closing of the transaction was in February 2016.
Cumulative income or expense recognized in other comprehensive income relating to assets and
liabilities classified as held for sale amounted to EUR 0 thousand (previous year: EUR 0 thousand).
Disposal groups that meet the criteria of IFRS 5 to be classified as held for sale
after the reporting date, but before the date of authorization of the financial statements
for issue
Rocket Internet SE announced the divestiture of two non-core takeaway food operations to JustEat
plc on February 5, 2016. Rocket Internet sold La Nevera Roja in Spain and Pizzabo.it in Italy. The
transaction in Italy was completed on the day of announcement (closing). It is anticipated that the
transaction in Spain will be completed in the second or in the third quarter of 2016 (closing), as
it is subject to regulatory approval from the Spanish competition authority, the Comisin Nacional
de los Mercados y la Competencia. Had the criteria in paragraphs 7 and 8 of IFRS 5 been already
met before reporting period end on December 31, 2015, the following assets and liabilities would
have been classified as held for sale:
In EUR thousand
Dec 31, 2015
Goodwill
Other intangible assets
Other non-current assets
Grupo Yamm
Webs S.r.l.
Comida a
(Pizzabo.it) Domicilio S.L.
Total
30,847
66,737
97,584
7,625
12,668
20,293
374
476
850
Non-current assets
38,845
79,881
118,727
635
984
1,619
449
1,460
1,909
Current assets
1,084
2,444
3,528
39,930
82,326
122,255
Non-current liabilities
1,547
3,607
5,154
Current liabilities
1,177
3,122
4,299
2,724
6,729
9,453
172
173
In the course of the initial public offering (IPO) on October 2, 2014, a share premium in the
amount of EUR 1,370,675 thousand was realized and allocated to the capital reserve. In connection
with the IPO, Rocket Internet SE incurred transaction costs directly attributable to the raising of
capital amounting to EUR 34,423 thousand, net of the income tax benefit associated with this in
the amount of EUR 5,521 thousand. This was recognized as a deduction from the capital reserve.
As of December 31, 2014, EUR 25,081 thousand of the total amount of the transaction costs
had been paid.
As of December 31, 2014, subscribed capital amounted to EUR 153,131 thousand and was fully
paid-in. The registered share capital was divided into 153,130,566 no-par value bearer shares.
As of December 31, 2014, no treasury shares were held.
On February 13, 2015, the subscribed capital of Rocket Internet SE was increased from EUR
153,130,566 to EUR 165,140,790 in partial utilization of the authorized capital and in exclusion of
the subscription rights of shareholders. The 12,010,224 new ordinary bearer shares with no-par
value have been sold to institutional investors in a private placement transaction. The shares have
been issued at a price of EUR 49.00 per share. Rocket Internet received proceeds from this issue
of shares in the amount of EUR 588,501 thousand (before transaction costs). In connection with
the capital increase, Rocket Internet incurred transaction costs directly attributable to the raising
of capital, amounting to EUR 2,852 thousand, before income tax benefit associated with this in
the amount of EUR 846 thousand. This was recognized as a deduction from the capital reserve.
On July 22, 2015, Rocket Internet SE issued a convertible bond which increased the capital reserves
by EUR 37,659 thousand. In connection with the issue, Rocket Internet SE incurred directly
attributable transactions costs of EUR 188 thousand, before the income tax benefit associated
with these costs in the amount of EUR 56 thousand. For more information, please, refer
to Note 35.
As of December 31, 2015, the subscribed capital amounted to EUR 165,141 thousand and was
fully paid-in. The registered share capital is divided into 165,140,790 no-par value bearer shares.
As of December 31, 2015, no treasury shares were held.
In addition, there has been an adjustment of deferred taxes from previous years, impacting the
capital reserve with EUR 1,744 thousand.
During the financial year 2015, the capital reserves increased by EUR 622,833 thousand from
EUR 2,482,643 thousand to EUR 3,105,477 thousand.
The changes in the equity-settled share-based payments (IFRS 2) are explained in the table below
and are driven by increases in the reserve through the income statement, the deconsolidation
of entities and allocation to non-controlling interests.
Equity-settled share-based payments recognized as increase/decrease in equity comprise
the following:
2015
2014
57,952
51,295
4,057
14,046
53,895
37,249
In EUR thousand
174
Changes in Other components of equity, which are attributable to both, the equity holders of the
parent company and to the non-controlling interest, comprise the following:
Other components of equity
In EUR thousand
Foreign
currency Associates
diffe- and Joint
rences Ventures
Availablefor-Sale
Assets
Other
Total
568
8,240
321
9,129
455
79,017
321
78,241
113
87,258
87,371
1,144
97,544
135,119
36,431
630
630
1,031
9,657
135,119
124,431
2014
0
440,000
440,000
0
2.87
175
In the second quarter of 2014, the shareholders resolved a EUR 440,000 thousand advance
combined dividend in kind and in cash. Following the resolution, Rocket Internet transferred
4,145 and 1,892 shares in Bigfoot GmbH to Emesco AB and AI European Holdings S. r.l.,
respectively, as well as 4,559 and 2,082 shares in BGN Brillant Services GmbH to Emesco AB
and AI European Holdings S. r.l., respectively. The fair value of the distributed shares amounted
to EUR 153,234 thousand. In addition, a cash dividend of EUR 286,766 thousand was paid in
accordance with the proportional participation of shareholders to Global Founders GmbH.
Non-cash distribution of the shares in the associated companies was measured at fair value and
gave rise to the following gain:
2014
In EUR thousand
Fair value of the distributed shares
153,234
92,640
60,594
In EUR thousand
Liabilities from convertible bonds
Mandatorily redeemable preference shares issued
by consolidated subsidiaries
511,968
5,950
4,950
Contingent consideration
7,622
1,358
365
526,898
5,315
Convertible bonds
On July 22, 2015, Rocket Internet SE issued 5,500 convertible bonds with a principal amount of
EUR 100,000 each. The convertible bond has a term of seven years and an interest rate of 3%
per year payable semi-annually on January, 22 and July, 22.
The contractual cash flows from the convertible bonds are affected by the option of the
bondholders of exchanging convertible bonds in the nominal amount of EUR 100,000 for
2,103.6909 shares in Rocket Internet SE. The conversion price is EUR 47.5355.
As of the issue date, the convertible bonds had an aggregate fair value of EUR 550,000 thousand.
The fair value of the aggregate convertible bond portfolio is determined based on the market
prices quoted on the Frankfurt Stock Exchange for the convertible bonds. The market price was
92% as of December 31, 2015.
The convertible bonds were divided into an equity component and a debt component on the
issue date. The fair value of the debt component was determined by discounting the future
payment flows while taking into account a market interest rate of 3.51% for a comparable debt
instrument.
176
The bond conversion option was recognized in equity at a residual value of EUR 37,659 thousand
upon issue of the bond. This was offset by transaction costs of EUR 188 thousand allocable to
the equity instrument, which were charged to reserves. Furthermore, deferred tax assets of EUR
56 thousand were recognized in equity. The proportion of the equity component does not change
over the term to maturity.
The debt component is reported at amortized cost using the effective interest method. As of
December 31, 2015, the long-term portion of the debt component was EUR 511,968 thousand.
In the period under review, interest in the amount of EUR 9,431 thousand accrued on the
convertible bonds.
Interest payable on the convertible bonds reported as other current liabilities came to EUR 7,242
thousand as of the reporting date.
Loan liabilities
3,523
7,290
7,242
12
164
In EUR thousand
Bank liabilities
Refund liability for sales with a right of return
Other financial liabilities
Total other current financial liabilities
1,153
978
1,454
11,754
10,061
2,600
2,930
67,597
60,530
3,656
4,176
518
1,358
11
919
2,876
1,961
77,258
71,874
398
498
77,656
72,372
177
178
If the performance targets are not achieved by the end of the waiting period, the share options
granted under the Stock Option Programs 2014 will forfeit completely without any further
consideration. In addition, the share options are only exercisable within three weeks after publication
of financial interim reports or financial statements, which follow the end of the waiting period.
The table below provides an overview of the movements in the share option awards, which entitle
the employee to purchase shares in Rocket Internet SE if the vesting conditions are met, and
their respective weighted average exercise prices:
Share options
2015
Weighted
average
exercise
price
EUR 36.57
2014
Number
of options
Weighted
average
exercise
price
Number
of options
7,180,488
EUR 26.31
80,000
EUR 36.57
7,180,488
EUR 26.14
110,834
EUR 36.62
7,149,654
EUR 36.57
7,180,488
The weighted average remaining contractual life for the share options outstanding as of
December 31, 2015, is 5.7 years (December 31, 2014: 6.7 years).
The parameters applied in the Black Scholes option valuation formula and the related estimated
fair values per share option are as follows as measured on the grant dates in 2015 and 2014:
2015
SOP II
2014
SOP II
18.22
27.81
31.14
42.50
26.31
26.14
46.09
45.00
0.00
0.00
0.50
0.90
10.00
10.00
The average of the vesting period and the contractual expiration date is considered the expected
life for all options granted in 2015.
179
The vesting scheme, which is dependent on time and subject to continued services, provides for
quarterly vesting over a period of typically four years (6.25% per quarter) and typically a 6-month
or 12-month cliff. If a leaver event occurs prior to the expiration of the cliff period, typically all
shares can be clawed back. Thereafter, in the case of a bad leaver event, the Company can usually
claw back all vested and unvested shares, while in case of a good leaver event, the Company
may only claw back the unvested shares. A bad leaver event is typically triggered, if, for example,
the respective service agreement between a participant and subsidiary is terminated by such
company for cause, the participant demonstrably committed a criminal offence against the company,
or such member breached its non-compete obligation. A good leaver event is typically
triggered, if, for example, the service agreement is terminated by either party without cause.
Shares in subsidiaries of the Group have been issued to participants at the nominal value of the
shares of EUR 1. If the applicable vesting conditions are not met (typically if a participants
employment is terminated), Rocket Internet SE or a subsidiary has a right to reacquire these
shares at the nominal value or if lower at market value.
Movements in the number of shares are as follows:
2015
2014
3,727
7,055
2,804
3,927
5,555
5,772
1,397
4,577
623
596
4,458
3,727
13,959
12,562
The share prices for subsidiaries were estimated using the shares prices paid by investors in past
financing rounds. Given that a subsidiary has multiple classes of equity, we employed the hybrid
method in order to allocate equity to the various equity classes. The Finnerty Option Pricing
Model was used to calculate a liquidity discount for the shares. Based on the estimated fair market
value of the relevant shares, the total price paid by the participants for the shares (EUR 1 per
share) included a purchase discount. The fair value of the share awards reported as a share-based
payment expense is calculated as the difference between the estimated fair value and the price
paid for the shares.
The weighted average grant date fair value of the shares awarded during 2015 amounts to EUR0
(previous year EUR 1,977).
180
Movements in the number of shares options and their related weighted average exercise prices
are as follows:
2015
Weighted
average
exercise
price
2014
Number
of options
Weighted
average
exercise
price
Number
of options
EUR 1.00
6,601
EUR 1.00
8,798
Deconsolidation of subsidiaries
EUR 1.00
6,306
EUR 1.00
8,284
EUR 1.00
3,341
EUR 1.00
6,087
EUR 1.00
18
EUR 1.00
EUR 1.00
162
EUR 1.00
EUR 1.00
3,457
EUR 1.00
6,601
EUR 1.00
3,036
EUR 1.00
2,432
The contractual lives for the options are not specified in the option agreements. As a result, the
weighted average remaining contractual life for the options outstanding at the reporting date
is dependent on future exit events. In accordance with individual agreements, the outstanding
options have an exercise price of EUR 1 per share.
As the options granted have an exercise price of EUR 1 per share, the fair values of the options
are equal to their intrinsic values. Accordingly, the main parameters applied are as follows:
2015
2014
028,759
5626,203
The weighted average grant date fair value of the options granted during 2015 amounts to
EUR 1,890 (i.e. within the range of EUR 0 and EUR 28,759) per share. In some cases, the grant
date fair values have been estimated because the option agreements have not yet been finalized.
The consolidated subsidiaries share prices were estimated using the share price paid by investors
in past financing rounds. Given that a subsidiary has multiple classes of equity, we employed
the hybrid method in order to allocate equity to the various equity classes. The Finnerty Option
Pricing Model was used to calculate a liquidity discount for the shares.
181
2014
57,952
51,295
14,739
16,690
72,691
67,985
In EUR thousand
Credit Risk
Credit risk is defined as the risk that our business partners do not meet their contractual payment
obligations and this leads to a loss for Rocket Internet Group. The credit risk comprises the direct
risk of a default and the decrease in the credit worthiness as well as the concentration of credit risks.
The credit risk exists for all financial assets in particular for deposits, receivables from associates
and trade receivables. The Groups receivables are unsecured. The maximum credit risk corresponds
to the book value of the financial assets that are subject to this risk.
182
The investment of liquidity that is not needed for operational purposes is carried out according
to criteria defined by Group policy. Rocket Internet Group, in general, only maintains business
relationships with banks of outstanding credit rating. Diversification is another means to minimize
risk. The credit worthiness is constantly monitored and evaluated by the Group. The investment
of term deposits takes place with banks that are members of the respective bank deposit protection
funds and/or that are rated with minimum investment grade rating BBB- (S&P) and Baa3 (Moodys),
respectively. Interest rate management focuses on optimized distribution of cash between
different banks in order to avoid negative deposit rates.
The control and mitigation of credit risk of receivables from associates is carried out by the
investment control function. Trade receivables mainly relate to the Groups eCommerce activities.
In the eCommerce sector, credit risk is mitigated through a careful review of customer credit
ratings in the course of the online order process. In the event of deterioration in the payment
habits or in case of other factors that indicate a requirement for impairment, the receivables
management function either initiates measures aimed at the collection of the outstanding customer
payments or at the return of the delivered merchandise. Customers credit rating is monitored
on a continuous basis. The concentration of credit risks is limited because of the broad and
heterogeneous structure of the customer base.
Any customer credit risks that are identified, e.g. in the case of discontinued payments, are taken
into account through appropriate value adjustments.
The Companys maximum exposure to credit risk by class of financial assets is as follows:
In EUR thousand
Trade and other financial receivables
61,091
36,010
1,758,889
2,053,448
1,819,980
2,089,458
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated
with financial liabilities. The Company is exposed to daily calls on its available cash resources.
Liquidity risk is managed by the management of the Company. The Management Board monitors
monthly rolling forecasts of the Companys cash flows.
The liquidity balance and compliance with cash budgets are controlled at regular intervals. In the
process, the development of liquidity balances and important movement factors are communicated
and discussed internally.
The Groups capital requirements relate, inter alia, to the financing of new and existing companies
and the current capital requirements of the Groups operating business. Rocket Internet Group
monitors the risk of liquidity shortages (liquidity risk) on a continuous basis through cash budgets
and reforecasts taking into consideration the maturities of financial investments and financial assets
(e.g. receivables and other financial assets), as well as expected cash flows from operating activities.
In addition to cash and cash equivalents as well as income from the sale of financial assets,
future cash flows from operating activities represent another source of liquidity.
As of December 31, 2015, the Companys current assets, including assets classified as held for
sale in the amount of EUR 1,833,796 thousand (previous year EUR 2,113,376 thousand) exceeded
current liabilities in the amount of EUR 108,471 thousand (previous year EUR 137,827 thousand)
183
by an amount of EUR 1,725,325 thousand (previous year EUR 1,975,549 thousand). The Company
invests the funds almost entirely in demand deposits, in order to be able to respond quickly
and smoothly to unforeseen liquidity requirements. The Companys liquidity portfolio comprises
cash and cash equivalents.
The maturity analysis of financial liabilities is as follows:
Carrying
amount
In EUR thousand
Convertible bond
Principal
Interest
Principal
Interest
Principal
Interest
519,210
16,500
66,000
550,000
33,000
4,746
3,585
-10
1,161
13,719
13,719
978
978
11,398
11,369
-29
Carrying
amount
In EUR thousand
Principal
Interest
Principal
Interest
Principal
Interest
7,453
7,453
5,315
5,315
2,608
2,608
43,703
43,696
Trade payables
The amounts disclosed in the tables are the contractual undiscounted cash flows.
Market risks
Currency risk
The Group is exposed to currency risks due to its international business activities outside of the
Eurozone. Changes in exchange rates can therefore have an impact on the consolidated financial
statements. The individual foreign currency transactions are not hedged since they are generally
of a short-term nature. To the extent possible and feasible, hedging is not performed by way of
financial engineering measures, but rather through the structuring of existing economic conditions
(natural hedging). Effects of exchange rate fluctuations resulting from the translation of the
financial statements of subsidiaries having a different functional currency into the reporting
currency are recognized in equity in the consolidated financial statements. Foreign exchange
differences that result from exchange rate changes when translating monetary balance sheet
items in foreign currency are recognized in the income statement under other operating expenses
or income.
The individual Group companies mainly operate in their functional currency. Therefore, there are
no material foreign currency risks for the companies themselves.
184
In accordance with IFRS 7, currency risks are depicted using sensitivity analyses. These analysis
portray the impact of upward/downward revaluations of the euro in relation to all foreign currencies
on earnings before income taxes and, if applicable, on equity. These analyses are based on financial
instruments that are denominated in a currency different from the local functional currency and
are of a monetary nature. In accordance with the requirements of IFRS 7, exchange rate-related
differences from the translation of financial statements into the Group currency euro are not stated.
There was no separate impact on equity.
Rocket Internet SE and European Founders Fund GmbH & Co. Beteiligungs KG No. 3 have bank
accounts in US Dollar (USD) with a credit of USD 137,708 thousand and other financial assets in
the amount of USD 2,280 thousand.
The following table demonstrates the sensitivity to a reasonably possible change in US Dollar
(USD) exchange rates, with all other variables remaining unchanged. The Groups exposure to
foreign currency changes for all other currencies is not material.
Dec 31, 2015
12,858
-12,858
In EUR thousand
Effect on the balance sheet and profit before tax
In financial year 2015, a net foreign exchange gain of EUR 4,272 thousand (previous year net loss
of EUR 372 thousand) was recognized.
Dec 31, 2015
2,599
511
2,068
378
883
17
4,272
372
In EUR thousand
185
IAS 39
Measure
ment
category
Measured
at
fafvo
FVTPL
40,923
55,585
40,923
55,585
fafvo
FVTPL
281,425
280,962
281,425
280,962
afs
FVTOCI
999,116
999,116
Subsidiaries outside
consolidation
afs
1,975
1,818
1,975
1,818
fafvo
FVTPL
8,692
8,692
lar
AC
1,053
166
1,053
166
lar
AC
n/a
33,307
7,857
33,307
7,857
lar
AC
n/a
1,328
1,991
1,328
1,991
lar
AC
n/a
2,543
1,930
2,543
1,930
lar
AC
n/a
625
1,872
625
1,872
lar
AC
n/a
3,457
1,445
3,457
1,445
lar
AC
n/a
1,758,889
2,053,448
1,758,889
2,053,448
Trade receivables
lar
AC
n/a
10,085
20,748
10,085
20,748
Loan receivables
lar
AC
n/a
5,663
5,663
lar
AC
n/a
32
3,668
32
3,668
Trade receivables
lar
AC
n/a
854
854
lar
AC
n/a
9,710
9,710
In EUR thousand
Carrying amount
Fair Value
Level Dec 31, 2015 Dec 31, 2014 Dec 31, 2015 Dec 31, 2014
Non-current
financial assets
Equity instruments
listed companies
Equity instruments
not listed companies
9)
9) As of December 31, 2015 mainly non-consolidated shares in Delivery Hero of EUR 978,944 thousand.
186
IAS 39
Measurement
category
Measured
at
ofl
AC
511,968
505,725
Contingent consideration
(non-current)
flfv
FVTPL
7,622
7,622
Mandatorily redeemable
preference shares and other
derivatives (warrant) issued
by a consolidated subsidiary
ofl
AC
5,950
4,950
5,950
4,950
Loan liabilities
ofl
AC
1,211
1,211
ofl
AC
147
364
147
364
ofl
AC
n/a
7,242
7,242
Loan liabilities
ofl
AC
n/a
3,523
7,290
3,523
7,290
Bank liabilities
ofl
AC
n/a
12
164
12
164
ofl
AC
n/a
1,153
1,153
In EUR thousand
Carrying amount
Fair Value
Level Dec 31, 2015 Dec 31, 2014 Dec 31, 2015 Dec 31, 2014
Other non-current
financial liabilities
Convertible bond liabilities10)
Other current
financial liabilities
Refund liabilities for sales
with a right of return
Other current financial
liabilities
ofl
AC
n/a
978
1,455
978
1,455
Trade payables
ofl
AC
n/a
11,398
43,703
11,398
43,703
Loan liabilities
ofl
AC
n/a
3,989
3,989
Bank liabilities
ofl
AC
n/a
144
144
ofl
AC
n/a
75
75
Trade payables
ofl
AC
n/a
2,320
2,320
Thereof aggregated
according to the measurement categories of IAS 39
Available-for-sale (afs)
1,001,091
1,818
1,001,091
1,818
331,041
336,547
331,041
336,547
1,827,546
2,093,126
1,827,546
2,093,126
Financial liabilities at
fair value (flfv)
Other financial liabilities (ofl)
7,622
7,622
548,955
59,079
542,712
59,079
10) Fair value measurement based on the price of the convertible bond as of December 31, 2015 of 91.95% (Level 3).
187
Change in financial assets accounted to fair value through profit and loss
In EUR thousand
Opening balance as of Jan 1
Additions (including contributions in kind)
Reclassifications1)
Changes in fair value recognized in profit
or loss
Disposals
Closing balance as of Dec 31
2015
2014
336,547
280,962
66,078
66,078
83,199
83,199
266,945
266,804
15,557
15,557
7,339
62,552
33,015
19,944
12,931
10,632
106,163
78,431
2,068
331,041
290,117
336,547
280,962
1) Reclassifications of EUR 15,557 thousand during 2015 mainly relate to TravelBird which is as of December 31,
2015 accounted for as an associated company measured at equity. Reclassifications during 2014 of EUR 55,213 thousand
relate to the initial public offerings in care.com and Zalando, which as a result have been reclassified from Level 3 to Level 1.
188
2014
Additions
863,804
136,657
1,329
1,329
15
15
999,116
999,116
863,804
136,657
The changes in fair value recognized in other comprehensive income (OCI) mainly relate to gain
from valuation of shares in Delivery Hero.
Change in financial liabilities accounted at fair value through profit and loss
(see note 9)
2015
In EUR thousand
Opening balance as of Jan 1
Addition
Changes in fair value
Closing balance as of Dec 31
2014
7,272
350
7,622
7,272
350
7,622
The profit and loss from changes in fair value is shown in the financial result.
189
190
0%
+20%
20%
78,040
93,942
109,845
0%
70,977
85,276
99,574
+20%
64,913
77,839
90,764
Goodgame Studios
Cost of Capital
0%
+20%
20%
1,223,403
1,433,429
1,643,454
0%
843,079
978,938
1,114,798
+20%
595,678
685,032
774,387
Delivery Hero
Cost of Capital
191
Book value of financial assets accounted at fair value through profit or loss
Trade name
Company name
Type of Registered
holding
office
Capital/
votes
Dec 31,
2015
Capital/
votes
Dec 31,
2014
Fair Value
Dec 31,
2015
Fair Value
Dec 31,
2014
0.5%
0.8%
40,478
50,884
n/a
n/a
445
4,700
Non-current
securities at
FVTPL listed
Zalando
Zalando SE
Other investment
Germany
Other companies
Associated
companies at
FVTPL not listed
MarleySpoon
Germany
28.6%
40.7%
15,012
6,268
Trusted Shops
Germany
25.0%
25.0%
10,203
10,000
Germany
n/a
25.9%
n/a
20,903
n/a
n/a
19,934
25,184
Jimdo
Other companies
Other investments
at FVTPL not
listed
Goodgame Studios
Funding Circle
Jimdo
Craftsvilla
Media Math
Altigi GmbH
Other investment
Germany
15.0%
15.0%
85,276
101,739
Funding Circle
Holdings Ltd.
Other investment
Great
Britain
1.7%
n/a
24,428
n/a
Jimdo GmbH
Other investment
Germany
18.9%
n/a
17,464
n/a
Supera Investment
Pte. Ltd.
Other investment
Singapore
7.0%
n/a
10,848
n/a
Other investment
USA
1.9%
1.9%
9,830
7,713
11.0%
5.5%
9,602
7,000
Borro Limited
Borro Limited
Other investment
Great
Britain
Naturebox
Naturebox Inc
Other investment
USA
10.1%
n/a
9,152
n/a
Kreditech
Kreditech Holding
SSL GmbH
Other investment
Germany
3.2%
6.9%
6,069
5,415
DaWanda
DaWanda GmbH
Other investment
Germany
8.4%
8.4%
6,062
3,800
Movinga
Movinga GmbH
Other investment
Germany
9.4%
n/a
5,574
n/a
Iwoca Limited
Other investment
Great
Britain
7.2%
9.1%
5,351
1,156
SocietyOne
SocietyOne Holdings
Pty Ltd.
Other investment
Australia
10.7%
10.7%
5,214
6,048
Dealerdirect
Dealerdirect
Global BV
12.5%
n/a
5,000
n/a
Turkey
n/a
11.4%
n/a
40,259
n/a
16.4%
n/a
15,555
n/a
n/a
36,407
29,923
n/a
n/a
8,692
331,041
336,547
Iwoca
Yemek Sepeti
TravelBird1)
Other investment
Other companies
Other financial
assets at FVTPL
Other non-current
financial assets
Total
1) as of December 31, 2015, an associated company accounted for using the equity method.
192
Trusted Shops
31/12/15
EUR
Marley Spoon
31/12/15
EUR
Current assets
13,305
11,343
728
3,353
6,070
705
Non-current assets
Current liabilities
Non-current liabilities
Net assets
808
7,155
13,991
Company
Reporting date
Currency
Revenue
Marley Spoon
31/12/15
EUR
19,789
611
Profit or loss
1,303
3,887
1,303
3,887
Jimdo
31/12/14
EUR
Trusted Shops
31/12/14
EUR
Marley Spoon
31/12/14
EUR
Current assets
4,188
12,776
4,141
Non-current assets
4,234
989
114
Current liabilities
7,306
7,513
154
Non-current liabilities
233
Net assets
883
6,252
4,101
193
Trusted Shops
31/12/14
EUR
Marley Spoon
31/12/14
EUR
17,629
16,952
18
Profit or loss
694
648
1,424
Total comprehensive
income
694
648
1,424
Company
Reporting date
Currency
Revenue
Company Names
Global Founders
Kinnevik
Investment AB Kinnevik,
Stockholm
1)
33.3% of the shares in Global Founders GmbH are indirectly held by the CEO of the Rocket Internet SE.
194
Internet held on August 22, 2014 resolved to increase Rocket Internets share capital by EUR
25,527, from EUR 159,442 to EUR 184,969, while admitting (i) United Internet to subscribe for
16,193 newly issued shares, (ii) Global Founders GmbH and Global Founders Capital Fund to
subscribe for an aggregate of 8,132 newly issued shares, (iii) European Founders Fund GmbH &
Co. Beteiligungs KG Nr. 2 and European Founders Fund GmbH & Co. Beteiligungs KG Nr. 3, both
located in Munich, Germany, to subscribe for 637 and 365 newly issued shares, respectively, and
(iv) MOAS GmbH & Co. KG, MOAS Nr. 2 GmbH & Co. KG and MOAS Nr. 3 GmbH & Co. KG, all
located in Munich, Germany, to subscribe for an aggregate of 200 newly issued shares. The GFC
portfolio consisted of 53 investments in Internet companies held jointly by United Internet and
of Global Founders GmbH. The portfolio includes minority stakes in companies such as games
maker Goodgame Studios; online travel sites such as Traveloka and Travelbird; online marketplaces
Yemek Sepeti and DaWanda; and financial technology companies Kreditech, Borro and SocietyOne.
Rocket Internet gains stakes in certain businesses that are well aligned with its focus sectors
and geographies, such as Yemek Sepeti a leading Turkish online food delivery marketplace, and
Traveloka a leading Indonesian travel metasearch provider.
The Group has designated those investments as financial assets at fair value through profit
or loss. Those equity investments are managed and measured on the basis of fair values in
accordance with risk management and investment strategies. Rocket Internet is acting as an
investor within the meaning of IAS 28.18 and the Group is not intensely involved in the strategic
leadership and tactical implementation of the business plans of such companies. Furthermore,
Rocket Internet usually does not perform significant commercial and technical consulting
services for these companies.
195
The transactions in 2015 and 2014 and outstanding balances for services with joint ventures of
the Group are as follows:
In EUR thousand
Sales to joint ventures
Purchases from joint ventures
10,047
12,743
905
4,678
13
79
10
61
Trade receivables
2,203
4,275
4,143
2,633
256
828
2,573
3,842
The transactions in 2015 and 2014 and outstanding balances for services with associates under
significant influence of the Group are as follows:
Dec 31, 2015
Sales to associates
20,529
19,124
107.890
18,248
751
3,682
In EUR thousand
335
96
12
164
3,771
7,821
29,164
5,224
Trade payables
958
822
328
2,467
The transactions in 2015 and 2014 and outstanding balances for services with non-consolidated
subsidiaries controlled by Rocket Internet are as follows:
In EUR thousand
Sales to non-consolidated subsidiaries
Purchases from non-consolidated subsidiaries
503
486
872
747
941
671
1,328
1,991
Trade payables
208
142
144
517
Receivables and payables are unsecured and payable in cash. Other financial receivables and liabilities relate to short-term loans.
196
Position held
Oliver Samwer
Peter Kimpel
Alexander Kudlich
Until the conversion into a stock corporation in July 2014, the Companys management
comprised of the following members:
Name
Position held
Arnt Jeschke
Alexander Kudlich
As part of their remuneration, managing directors were granted options of Rocket Internet SE
and shares in subsidiaries at the nominal amount of EUR 1 under equity-settled share-based
payment plans described in more detail in Note 39. The compensation paid or payable to key
management for employee services is shown below:
In EUR thousand
2015
2014
5,173
1,134
37,155
16,370
42,328
17,504
Position
Member since
Prof. Dr.
Marcus Englert
Chairman
Norbert Lang
Name
Prof. Dr.
Roland Berger
Management Consultant
Lorenzo Grabau
Erik Mitteregger
Napoleon L.
Nazareno
Daniel Shinar
CEO of ClalTech
The former members of the Supervisory Board during the financial years 2015 and 2014:
Position
Member since
Ralph Dommermuth
Dr. Erhard
Schipporeit
Management Consultant,
former CFO of E.ON AG
Philip Yea
Name
Jrg Mohaupt
Function
Uwe Gleitz
Christian von
Hardenberg
Technical Director
at Rocket Internet SE
Dr. Franziska
Leonhardt
Remuneration (short-term benefits only) of the Supervisory Board of the parent company for
performing its functions at the parent company and the subsidiaries amounted to EUR 305 thousand
(previous year EUR 95 thousand). No loans or advances were granted to the members of the
Supervisory Board.
197
198
61,000
41,140
89,457
3,070
4,000
In EUR thousand
19
154,457
44,229
Capital contribution and investment obligations result from participation agreements concluded
prior to the balance sheet date. As of December 31, 2015, they mainly result from capital increases
of Africa Internet Holding GmbH and CupoNation Group GmbH (previous year Lazada Group
GmbH, Home24 GmbH, Helpling Group Holding S. r.l., Jade 1317. GmbH).
The future minimum lease payments under non-cancellable operating lease agreements are as
follows:
In EUR thousand
Not later than 1 year
3,112
2,018
27,408
1,052
58,937
89,457
3,070
5,381
5,432
The leasing arrangements include warehouse and office rent as well as rental of IT equipment.
The increase in contractual obligations from rental and lease agreements results from the rental
agreement for the new headquarters in Berlin.
As of December 31, 2015, total future sublease payments receivable under the Companys
operating subleases amount to EUR 3,808 thousand (previous year EUR 896 thousand).
Order commitments (except for leasing) were all payable within one year.
199
200
Company
Rocket Internet SE
Registered
Equity
Head office interest in %
Via no.
Berlin
Berlin
100%
Berlin
100%
Berlin
98.5%
22, 3
Bonativo GmbH
Berlin
100%
101
Bonnyprints GmbH
Berlin
77.1%
Berlin
Berlin
100%
88
Berlin
100%
90
10
Berlin
100%
113
11
Berlin
100%
12
Berlin
100%
13
Berlin
100%
14
Berlin
100%
12
15
Berlin
100%
115
16
Berlin
100%
17
Berlin
100%
18
Berlin
100%
96
19
Berlin
100%
20
Berlin
100%
21
Berlin
89.0%
1, 3
22
Berlin
71.1%
44, 3, 1
23
Berlin
100%
24
Berlin
100%
23
25
Berlin
91.3%
1, 3
26
Berlin
100%
27
Berlin
63.0%
1, 3
28
Berlin
29
Berlin
100%
122
30
Berlin
100%
33, 3
31
Berlin
86.4%
44, 3
32
Berlin
86.7%
44, 3, 1
33
Berlin
100%
34
Berlin
100%
201
Registered
Equity
Head office interest in %
No.
Company
Via no.
35
Berlin
100%
108
36
Berlin
100%
2, 3
37
Berlin
100%
43, 3
38
Berlin
100%
43, 3
39
Berlin
100%
43, 3
40
Berlin
100%
44
41
Berlin
100%
25
42
Berlin
82.0%
43
Berlin
100%
44, 3
44
Berlin
65.0%
45
Berlin
100%
82
46
Berlin
100%
103
47
Berlin
59.2%
48
Berlin
100%
49
Berlin
100%
19
50
Munich
100%
51
Berlin
100%
52
Berlin
100%
95
53
Somuchmore GmbH
Berlin
100%
124
54
Somuchmore Marketplace UG
(haftungsbeschrnkt)
Berlin
100%
154
55
Berlin
100%
94
56
sparks42 GmbH
Berlin
79.0%
57
Berlin
100%
164
58
Berlin
100%
166, 3
59
Berlin
100%
112
60
Berlin
100%
117
61
Berlin
100%
119
62
Berlin
100%
98
63
ZipJet GmbH
Berlin
100%
97
So Paulo
100%
4, 3
Madrid
100%
163
So Paulo
100%
107, 112
Other countries
64
65
66
202
No.
Company
67
68
Bonativo B.V.
69
Bonativo Limited
Registered
Equity
Head office interest in %
Via no.
So Paulo
100%
30, 236
Amsterdam
100%
102
London
100%
100
70
So Paulo
100%
37, 248
71
Carspring Limited
London
75.0%
86
72
Caterwings Limited
London
100%
91
73
Bogota
100%
39
74
Mexico City
83.9%
38, 248
75
Luxemburg
62.6%
76
Luxemburg
90.0%
1, 3
77
Luxemburg
78.3%
1, 3
78
Luxemburg
100%
79
Luxemburg
100%
82, 3
80
Luxemburg
100%
82, 3
81
Luxemburg
85.7%
1, 3
82
Luxemburg
100%
81, 3
83
Luxemburg
100%
112, 3
84
Luxemburg
100%
112, 3
85
Luxemburg
99.6%
150, 3
86
Luxemburg
100%
88, 3
87
Luxemburg
83.3%
1, 3
88
Luxemburg
100%
87, 3, 201
89
Luxemburg
100%
75
90
Luxemburg
100%
89, 3
91
Luxemburg
100%
90, 3
92
Luxemburg
80.0%
1, 3
93
Luxemburg
90.9%
1, 3
94
Luxemburg
97.4%
93, 3
95
Luxemburg
100%
96, 3
96
Luxemburg
97.9%
151, 3
97
Luxemburg
100%
98, 3
98
Luxemburg
99.7%
77, 3
99
Luxemburg
100%
98, 3
100
Luxemburg
100%
103, 3
101
Luxemburg
100%
103, 3
102
Luxemburg
100%
103, 3
103
Luxemburg
95.6%
75, 3
104
Luxemburg
100%
171, 3
105
Luxemburg
100%
171, 3
106
Luxemburg
100%
1, 3
107
Luxemburg
100%
112, 3
203
No.
Company
Registered
Equity
Head office interest in %
108
Luxemburg
100%
112, 3
109
Luxemburg
100%
112, 3
110
Luxemburg
100%
112, 3
Via no.
111
Luxemburg
100%
178
112
Luxemburg
100%
111, 3
113
Luxemburg
100%
115, 3
114
Luxemburg
100%
75
115
Luxemburg
99.3%
114, 3
116
Luxemburg
100%
115, 3
117
Luxemburg
100%
119, 3
118
Luxemburg
100%
119
Luxemburg
100%
118, 3
120
Luxemburg
100%
122, 3
121
Luxemburg
100%
75
122
Luxemburg
100%
121, 3
123
Luxemburg
100%
154, 3
124
Luxemburg
100%
154, 3
125
Luxemburg
100%
154, 3
126
DS XL UK Limited
London
100%
79
127
Paris
100%
110
128
DS XXXVIII UK Limited
London
100%
123
129
EatFirst UK Ltd.
London
75.0%
116
130
Luxemburg
100%
137, 3
131
Luxemburg
90.9%
132, 3
132
Luxemburg
50.0%
133
Luxemburg
66.7%
134
Luxemburg
100%
137, 3
135
Luxemburg
100%
136
Luxemburg
100%
137
Luxemburg
100%
138
Gurgaon (IN)
100%
173
139
140
141
142
143
144
145
146
Madrid
100%
134
Warsaw
100%
19
So Paulo
100%
40
Gurgaon (IN)
100%
36, 243
So Paulo
100%
19
London
100%
19
Delhi
100%
19
Luxemburg
100%
147
Luxemburg
100%
146
148
Cairo
100%
19, 20
204
No.
Company
Registered
Equity
Head office interest in %
149
Luxemburg
150
151
152
Paris
Via no.
100%
19
Luxemburg
100%
178
Luxemburg
100%
75
100%
125
153
Luxemburg
73.3%
154
Luxemburg
90.5%
153, 3
155
Luxemburg
100%
94, 3
156
London
75.0%
157
Luxemburg
100%
94, 3
Sydney
100%
159
157
158
159
Luxemburg
100%
164, 3
160
Luxemburg
58.3%
136, 3
161
Amsterdam
100%
162
162
Luxemburg
100%
164, 3
163
Luxemburg
100%
164, 3
164
Luxemburg
100%
160, 3
165
Wilmington
(US)
97.5%
16
166
Luxemburg
100%
171, 3
167
Luxemburg
100%
171, 3
168
Santiago
100%
167
Luxemburg
99.8%
171, 3
Bogota
100%
169
169
170
171
Luxemburg
100%
106, 3
172
Tripda Inc.
Albany (US)
100%
177
173
Luxemburg
100%
171, 3
174
Luxemburg
100%
171, 3
175
Mexico City
100%
174
176
So Paulo
100%
166
177
Luxemburg
100%
171, 3
178
Luxemburg
78.4%
179
Milan
100%
83
180
Moscow
100%
84
181
Webs S.r.l.
Bologna
100%
130
182
ZipJet Ltd.
London
75.0%
99
Berlin
100%
Other subsidiaries)
Germany
183
184
Berlin
100%
185
Berlin
100%
186
Berlin
100%
205
Registered
Equity
Head office interest in %
No.
Company
Via no.
187
Berlin
100%
188
Berlin
100%
19
189
Berlin
100%
19
190
Berlin
100%
19
191
Berlin
100%
19
192
Berlin
100%
19
193
Berlin
100%
19
194
Berlin
100%
19
195
Berlin
100%
247, 3
196
Berlin
100%
197
Berlin
100%
32
198
Berlin
100%
237
199
Berlin
100%
200
Berlin
100%
301
201
Carspring Beteiligungs UG
(haftungsbeschrnkt)
Berlin
100%
87
202
Berlin
100%
203
CityDeal Management II UG
(haftungsbeschrnkt)
Berlin
100%
204
CityDeal Management UG
(haftungsbeschrnkt)
Berlin
100%
205
CityDeal Management UG
(haftungsbeschrnkt) & Co. Beteiligungs KG
Berlin
100%
203
206
Berlin
100%
Munich
100%
207
208
209
210
Berlin
100%
Munich
100%
Berlin
100%
211
Berlin
100%
212
Berlin
100%
213
Berlin
100%
214
215
Berlin
100%
Munich
100%
216
Berlin
100%
217
Berlin
100%
19, 3
218
Berlin
100%
19, 3
206
Registered
Equity
Head office interest in %
No.
Company
Via no.
219
Berlin
100%
19, 3
220
Berlin
100%
19, 3
221
Berlin
100%
229
222
Berlin
100%
224
223
Berlin
100%
224, 3
224
Berlin
100%
225
Berlin
100%
226
Berlin
100%
225
227
Berlin
100%
228
Berlin
73.8%
1, 3
229
Berlin
100%
230
Berlin
100%
231
Berlin
100%
1, 3
232
Berlin
100%
233
Berlin
100%
234
Berlin
100%
1, 3
235
Berlin
100%
31
236
Berlin
100%
33
237
Berlin
100%
238
Berlin
100%
237
239
Berlin
100%
1, 3
240
Berlin
100%
34
241
Berlin
100%
22
242
Berlin
100%
243
Berlin
100%
244
Berlin
100%
183
245
Berlin
100%
247
246
Berlin
100%
247
Berlin
100%
248
Berlin
100%
44
249
Berlin
100%
43, 3
250
Berlin
100%
43, 3
251
Berlin
100%
32
252
Berlin
100%
25
253
Berlin
100%
25, 3
254
Berlin
100%
31
255
Berlin
100%
44
256
Berlin
100%
228
207
No.
Company
257
Registered
Equity
Head office interest in %
Berlin
Via no.
100%
19
258
Berlin
100%
259
Berlin
100%
260
Berlin
100%
261
Tekcor 2. V V UG (haftungsbeschrnkt)
Berlin
100%
19
262
Berlin
100%
34
263
Berlin
100%
106
264
Berlin
100%
106
265
Berlin
100%
266
Berlin
100%
19, 3
267
Berlin
100%
225, 3
268
Berlin
100%
228, 3
269
Berlin
100%
231, 3
270
Berlin
100%
19
271
Berlin
100%
19
272
Berlin
100%
19
273
Berlin
100%
19
Other countries
274
Toronto
100%
303
275
Luxemburg
100%
164
Warsaw
100%
275
276
277
Beijing
100%
19
278
Luxemburg
100%
328, 3
279
Luxemburg
100%
328, 3
280
Luxemburg
100%
328, 3
281
Luxemburg
100%
328, 3
282
Luxemburg
100%
328, 3
283
Luxemburg
100%
328, 3
284
Luxemburg
100%
328, 3
285
Luxemburg
100%
328, 3
286
Lima
100%
250, 248
287
Luxemburg
100%
76, 3
288
Luxemburg
100%
136
289
Luxemburg
100%
290
Luxemburg
100%
151
291
Luxemburg
100%
77
292
Luxemburg
100%
75
293
Luxemburg
100%
76
294
Luxemburg
100%
208
No.
Company
Registered
Equity
Head office interest in %
295
Luxemburg
Via no.
100%
78
296
Luxemburg
100%
297, 3
297
Luxemburg
100%
78, 3
298
Luxemburg
100%
134
299
Luxemburg
100%
300
Luxemburg
100%
81
301
Luxemburg
100%
82, 3
302
Luxemburg
100%
82, 3
303
Luxemburg
100%
82, 3
304
Luxemburg
100%
82, 3
305
Luxemburg
100%
85, 3
306
Luxemburg
100%
87
307
Luxemburg
100%
308
308
Luxemburg
100%
309
Luxemburg
100%
310
Luxemburg
100%
311
311
Luxemburg
100%
312
Luxemburg
100%
89
313
Luxemburg
100%
92
314
Luxemburg
100%
93
315
Luxemburg
100%
316
316
Luxemburg
100%
317
Luxemburg
100%
96, 3
318
Luxemburg
100%
96, 3
319
Luxemburg
100%
98, 3
320
Luxemburg
100%
103, 3
321
Luxemburg
100%
106
322
Luxemburg
100%
106, 3
323
Luxemburg
100%
106, 3
324
Luxemburg
100%
106, 3
325
Luxemburg
100%
111
326
Luxemburg
100%
327
327
Luxemburg
100%
328
Luxemburg
100%
327, 3
329
Luxemburg
100%
114
330
Luxemburg
100%
115, 3
331
Luxemburg
100%
118
332
Luxemburg
100%
119, 3
333
Luxemburg
100%
121
334
Luxemburg
100%
154, 3
335
Luxemburg
100%
153, 3
209
No.
Company
Registered
Equity
Head office interest in %
336
DS XL Italy S.r.l.
Bolzano (IT)
337
DS XL Netherlands B.V.
Amsterdam
100%
304
338
DS XXXIII UK Limited
London
100%
332
339
DS XXXVII UK Ltd.
340
341
100%
Via no.
302
London
100%
120
Luxemburg
100%
132, 3
Lissabon
100%
194
Luxemburg
100%
342
343
So Paulo
100%
384, 383
344
Luxemburg
100%
130
345
Wilmington
(US)
100%
25
346
Taipei
100%
253
100%
348, 1
347
GG Fun Limited
Birkirkara
(MT)
348
GP Management Limited
Birkirkara
(MT)
99.9%
349
Road Town
(VG)
100%
19
350
Road Town
(VG)
100%
19
351
Road Town
(VG)
100%
19
352
Athens
100%
19, 20
Road Town
(VG)
100%
19
354
Road Town
(VG)
100%
19
355
Istanbul
100%
267, 226
356
357
358
359
353
Istanbul
100%
223, 222
Amsterdam
100%
19
Caracas
100%
19
Baku
100%
195
360
Luxemburg
100%
380, 3
361
Tirana
100%
360
362
Luxemburg
100%
380, 3
363
Baku
100%
364
364
Luxemburg
100%
380, 3
365
Luxemburg
100%
380, 3
366
Kaymu BH d.o.o.
Sarajevo
100%
367
367
Luxemburg
100%
380, 3
368
Sofia
100%
369
369
Luxemburg
100%
380, 3
210
No.
Company
370
371
372
Registered
Equity
Head office interest in %
Zagreb
Via no.
100%
371
Luxemburg
100%
380, 3
Tbilisi
100%
373
373
Luxemburg
100%
380, 3
374
Luxemburg
100%
380, 3
375
Luxemburg
100%
380, 3
376
Luxemburg
100%
380, 3
377
378
379
Bratislava
100%
376
380
Luxemburg
100%
92, 3
Luxemburg
100%
380, 3
Minsk
100%
365
Luxemburg
100%
388
381
382
383
Ljubljana
100%
378
Luxemburg
100%
380, 3
384
Luxemburg
100%
386, 3
385
Luxemburg
100%
386, 3
386
Luxemburg
100%
388
387
Luxemburg
100%
386, 3
388
Luxemburg
100%
389
Madrid
100%
80
390
Tashkent
100%
381
391
Warsaw
87.5%
47
392
Budapest
100%
19
393
London
100%
394
Sofia
100%
19
395
Copenhagen
100%
19
396
Santiago
100%
19, 20
397
Milan
100%
19
398
Tokyo
100%
19
399
Bucharest
100%
19, 20
400
Stockholm
100%
19
401
Gauteng
100%
19
402
Seoul
100%
19
403
Belgrade
100%
19
404
Bratislava
100%
19
405
Rocket US Inc.
Wilmington
(US)
100%
19
406
Cairo
100%
148
407
Santiago
100%
19, 20
408
Bogot
100%
19
409
Helsinki
100%
191
410
Paris
100%
19
211
No.
Company
411
412
413
414
415
416
417
418
419
420
421
Registered
Equity
Head office interest in %
Oslo
Via no.
100%
192
Tokyo
100%
217
Kuala Lumpur
100%
104
Lagos
100%
19, 20
Bratislava
100%
188, 3
Cape Town
100%
19
Madrid
100%
19
Zrich
100%
19
Zrich
100%
189
Luxemburg
100%
150
Tel Aviv
100%
19
Ho Chi Minh
City
100%
19
Helsinki
100%
19
422
423
RTE Finland Oy
424
Dublin
100%
19
425
Zrich
100%
19
426
427
428
Shopwings UK Limited
429
430
Rome
100%
19
Amsterdam
100%
19
London
100%
318
Gurgaon
100%
219, 20
Alella (ES)
100%
334
431
Luxemburg
100%
94, 3
432
Luxemburg
100%
94, 3
433
434
Paris
100%
432
Luxemburg
100%
94, 3
435
Luxemburg
100%
160
436
Luxemburg
100%
164, 3
437
438
Spotcap UK Ltd.
Vancouver
100%
436
London
100%
439
439
Spotcap UK S.C.Sp.
440
Luxemburg
100%
164, 3
441
So Paulo
100%
305, 85
Luxemburg
100%
171, 3
442
Luxemburg
100%
171, 3
443
444
Luxemburg
100%
171, 3
Taipei
100%
443
445
Luxemburg
99.7%
171, 3
Road Town
(VG)
100%
272
447
Road Town
(VG)
100%
273
448
Sydney
100%
19
446
212
Registered
Equity
Head office interest in %
No.
Company
449
Via no.
Tel Aviv
100%
19
Berlin
34.6%
1, 3
451
Affinitas GmbH
Berlin
21.9%
452
Berlin
34.4%
453
Berlin
33.3%
Munich
49.0%
16
Berlin
59.8%
Munich
40.8%
1, 3
Berlin
29.2%
454
455
456
457
FabFurnish GmbH
458
HelloFresh AG
459
Home24 AG
460
4)
2)
461
462
MarleySpoon GmbH
463
Netzoptiker GmbH
464
2)
3)
Berlin
56.7%
1, 3
Berlin
45.5%
1, 3
Berlin
68.2%
Berlin
73.8%
1, 3
Berlin
28.6%
16
Limburg a.d.L.
42.8%
Berlin
34.6%
465
Berlin
29.2%
466
Berlin
32.7%
1, 260
467
Berlin
46.0%
468
Berlin
38.6%
132, 3
469
Berlin
48.6%
132, 3
470
Plinga GmbH
Berlin
39.3%
471
Berlin
79.6%
1, 3
472
Karlsruhe
38.3%
16
473
TravelTrex GmbH
Cologne
25.0%
11
474
Cologne
25.0%
16
475
Veliberg GmbH
Cologne
22.0%
476
Webpotentials GmbH
Berlin
45.2%
477
Berlin
32.2%
1, 26, 3
478
Wimdu GmbH
Berlin
49.4%
2)
3)
Other countries
479
Luxemburg
50.0%
480
Clariness AG
Stans (CH)
25.0%
16
481
Luxemburg
70.0%
482
Luxemburg
50.6%
136, 184
483
Luxemburg
49.1%
137, 3
484
Luxemburg
38.6%
44
485
Istanbul
48.8%
47
2)
213
No.
Company
486
getAbstract AG
Registered
Equity
Head office interest in %
Lucerne
St. Albans
(UK)
22.0%
Via no.
11
487
23.7%
16
488
Luxemburg
26.9%
1, 44, 3
489
Luxemburg
25.9%
Newtown
(SG)
490
25.0%
135
491
Luxemburg
22.8%
492
Altrinchnam
(UK)
30.0%
16
493
Luxemburg
50.0%
494
PT Traveloka Indonesia
Jakarta
52.7%
Road Town
(VG)
20.0%
133
Amsterdam
25.2%
16
5)
495
496
497
Ulmon GmbH
Vienna
22.8%
16, 135
498
Rio de
Janeiro
55.2%
16
499
XS Software AD
Sofia
40.0%
16
500
Yamsafer Inc.
Wilmington
(US)
25.2%
135
1)
2)
3)
4)
5)
6)
No.
Equity
interest
in %
Votes
in %
Net
result
Equity
in EUR
in EUR
Via no. thousand thousand
40.0%
30.0%
137, 165
Other investments
Germany
501
88,906
7) Values according to the last available consolidated financial statements (IFRS) as of December 31, 2014.
8) No significant influence due to legal circumstances.
268,843
214
872
Other countries
630
Total
1,502
As of December 31, 2015, the group employed a total of 1,496 employees (previous year 1,586),
thereof 639 abroad (previous year 1,078).
Oliver Samwer
Peter Kimpel
Alexander Kudlich
215
4
Combined
Management Report
Contents
216 Fundamentals of the
Company and the Group
216 Business Model
221 Research&Development
222
223
226
228
216
1. Fundamentals of the
Company and the Group
1.1 Business Model
1.1.1 General Information
Rocket Internet SE (until March 18, 2015 Rocket Internet AG), hereinafter also referred to as
Rocket Internet, the Company or parent Company, is registered in the commercial register
Charlottenburg of the district court in Berlin (Registration No.: HRB 165662). The registered office
of Rocket Internet SE is at Johannisstrasse 20, 10117 Berlin, Germany.
Rocket Internet SE is the parent company of directly and indirectly held subsidiaries and holds
directly or indirectly interest in joint ventures and associates (hereinafter together also referred to
as the Rocket Internet Group or the Group).
Since October 2, 2014 the shares of Rocket Internet SE, are included in the non-regulated Entry
Standard of the Frankfurt Stock Exchange. The admission to the non-regulated Entry Standard
does not represent a stock listing pursuant to Sec. 3 (2) AktG (German Stock Corporation Act).
Subsidiaries, associated companies and joint ventures herein are summarized as network
companies.
This report combines the Group Management Report of the Rocket Internet Group and the
Management Report of Rocket Internet SE. It should be read in conjunction with the Consolidated
Financial Statements and Annual Financial Statements, including the notes to the Financial
Statements. The Consolidated Financial Statements and the Annual Financial Statements have
been prepared on the basis of a number of assumptions and accounting policies explained in
greater detail in the respective notes. The Combined Management Report contains forward-looking statements about the business, financial condition and earnings performance. These statements are based on assumptions and projections based on currently available information and
present estimates. They are subject to a multitude of uncertainties and risks. Actual business
development may therefore differ materially from what has been expected. Beyond disclosure
requirements stipulated by law, Rocket Internet SE does not undertake any obligation to update
forward-looking statements.
The Combined Management Report for the financial year 2015 is presented in million euros except where otherwise indicated. Unless otherwise indicated, all values are rounded up or down
in accordance with a commercial rounding approach, which may result in rounding differences
and percentage figures presented may not exactly reflect the absolute figures they relate to. The
reporting period is January 1 to December 31, 2015. If not otherwise stated comparative figures
for the balance sheet are as of December 31, 2014 and comparative figures for statement of
comprehensive income and cash flow statement are for the period January 1 to December 31,
2014.
OUR COMPANIES
Fundamentals of the C
ompany and the Group
A standardized approach for the formation of companies enables Rocket Internet to bring a
company to market in just a few months after it is decided to implement an identified business
model in a country or region (project). The goal is that companies achieve operational independence under the leadership of the parent company.
Rocket Internet has a flexible and scalable technology platform, which enables starting several
new projects per year in its five target regions
Europe (excluding Russia and CIS),
Africa and Middle-East,
Asia and Pacific (excluding China),
Russia and CIS (Commonwealth of Independent States), and
Latin America.
New Businesses&Investments
In addition to the companies in the five industry sectors, Rocket Internet owns stakes in companies at varying maturity stages, ranging from recently launched models to companies that
are in the process of establishing leadership positions or still expanding their geographic reach.
Services
Furthermore, Rocket Internet Group performs a range of IT, marketing and other services, particularly commercial and technical consulting services for its subsidiaries and non-consolidated
equity investments. Rocket Internet is usually intensely involved in the strategic leadership and
tactical implementation of the business plans of its subsidiaries, associates and joint ventures,
in particular in the early years.
Rocket Internet has created the Rocket Internet platform to systematize the process of identifying, building and scaling Internet companies around the world. The goal is to identify commonalities within different business models and leverage these via a platform approach to optimize the building and scaling process.
217
218
exclusively by Rocket Internets subsidiaries, associates and joint ventures under the umbrella of
specifically created consumer brands.
In its role as group holding, Rocket Internet fulfils central functions including operational investment management, accounting, group financial reporting, press and investor relations, risk management and internal audit as well as human resources.
Rocket Internet typically owns directly or indirectly 80% to 90% of its companies2) at the time
oflaunch, with the remainder set aside for management equity participations. In subsequent
financing rounds, the companies attract the equity financing necessary to expand their business
from Rocket Internet and other external investors. The external equity financing is provided by
strategic partners and other strategic and financial investors, including existing Rocket Internet
shareholders. These investments are either made directly into the company or indirectly into
anintermediate holding company or a Regional Internet Group (Africa Internet Holding GmbH,
Asia Internet Holding S. r.l. or Middle East Internet Holding S. r.l.). In practice, this has
meantthat the direct and indirect stakes of Rocket Internet in a company have decreased over
time to less than 50%. Furthermore, for several companies in which Rocket Internet holds a
participation of more than 50%, shareholder agreements exist that lead to ongoing restrictions of
RocketInternets control over those network companies. Therefore as of December 31, 2015
Rocket Internet does not consolidate most of its significant network companies, but accounts for
them as associated companies and joint ventures. The most important associated companies
and joint ventures in the Rocket Internet Group as of December 31, 2015 are:
Associated company/
joint venture
Consumer brands
Lazada, helloPay
Linio
Home24 AG
Home24, Mobly
Westwing
HelloFresh AG
HelloFresh
As of December 31, 2015 Rocket Internet Group included 182 (previous year 139) fully consolidated companies (including intermediary holdings), of which 119 (previous year 74) companies
were located outside of Germany. In addition, Rocket Internet Group held investments in 51
(previous year 53) associated companies and joint ventures. The list of group shareholdings is
presented in the notes to the consolidated financial statements.
OUR COMPANIES
Fundamentals of the C
ompany and the Group
increases performed by DHH Rockets share decreased until December 31, 2015 to approximately
40% (prior to dilutive effects of convertible instruments issued by DHH). Under the terms of
theDHH Shareholders Agreement, the Groups voting rights are limited to 30%. The Group did
not obtain representation on the DHHs advisory board (as specified in the DHHs articles of
incorporation), which precludes Rocket from the participation in policy-making processes of DHH
and from obtaining timely adequate financial information required to apply the equity method
ofaccounting. In light of the lack of significant influence, the Group classified its equity investment
in DHH as available-for-sale financial assets.
The Group has designated certain associated companies and other equity investments with
ownership percentages below 20% that are not closely related to Rockets operations as financial
assets at fair value through profit or loss. Those equity investments are managed and measured
on the basis of fair values in accordance with the risk management and investment strategies.
Rocket is acting as an investor within the meaning of IAS 28.18 and the Group is not intensely
involved in the strategic leadership and tactical implementation of the business plans of such
companies. Furthermore, Rocket usually does not perform significant commercial and technical
consulting services for these companies. Particularly this category includes the portfolio of investments into several internet companies (e.g. YemekSepeti, Goodgame Studios, Jimdo, Trusted Shops, Motortalk, Kreditech) acquired in August 2014 by a way of an exchange of shares held
by United Internet and Global Founders GmbH in the Global Founders Capital Funds for shares in
Rocket Internet. In financial year 2015, additional GFC investments were made in companies
such as Craftsvilla, Movinga, Naturebox and Dealerdirect.
Consumer Brands
Food&Groceries
Fashion
General Merchandise
Home&Living
Travel
Regional Internet
Groups
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220
1.1.5 Strategy
Rocket Internet builds and invests in Internet companies that take proven online and mobile
business models to new, fast-growing markets. Our companies are first movers that quickly
capture sizeable market share, the foundation for strong and lasting profitability. We further
honed and deepened our approach and made it more efficient in 2015, identifying opportunities
in new regions and markets, and consistently expanding the Rocket Internet network of
companies.
Rocket Internet has developed a platform which is able to provide its network of companies with
a competitive advantage. Our operational excellence and access to international expertise and
funding enable us to identify, build and scale proven online and mobile business models anywhere in the world. We have become experts in entering markets that are more difficult to develop due to the lack of basic infrastructure than markets in the industrialized world.
Rocket Internet focuses on five industry sectors of online retail and services that make up
asignificant share of consumer spending: Food&Groceries, Fashion, General Merchandise,
Home&Living and Travel.
Our strategy is influenced by five key trends that drive growth in our key markets:
Internet penetration in emerging markets is low but growing quickly, which means demand
for online services that meet basic needs is surging exponentially.
The smartphone revolution is giving ever more people Internet access, a big opportunity for
online retailers to exploit new demand in all corners of the world.
The population in many of our markets is younger and thus potentially more tech-savvy than
that in the US, which increases the scope for online business models.
The middle class in many emerging market economies is expected to grow strongly, which
we expect to raise discretionary consumer spending significantly.
Bricks-and-mortar retailing in many target markets is underdeveloped, which will allow online
retailers to capture more consumers as they leapfrog to Internet shopping.
By monitoring these developments and keeping a close eye on consumer habits in individual
markets, Rocket Internet was able to grow its network of companies still further in 2015.
Our operational platform and our expanding network of companies have put Rocket Internet in a
unique position to capitalize on the growth of Internet commerce in and outside Europe. Technological innovation and rapidly changing consumer habits offer online retailers and service providers significant opportunities as Internet-based business models scale quickly. Rocket Internet invests in select business models and sectors, with the aim of owning significant stakes in
companies that have the potential to become leading players in their markets.
One of Rocket Internets major focus areas currently is Food&Groceries, a fast-growing market.
Rocket Internet views the sector as the next frontier of eCommerce. In order to expand our
global position in this sector, we increased our stake in HelloFresh AG in 2015, a globally active
player in the fresh food at home market, to presently 56.7% from 37.5% at the time of the
RocketInternet IPO. HelloFresh AG has operations in Germany, Austria, the Netherlands, Belgium,
the U
nited Kingdom, Australia and the United States. RocketInternet also invested in the food
takeaway company Delivery Hero, resulting in an ownership of 40.0% (prior to dilutive effects of
convertible instruments issued by DHH) in this highly promising business model. Furthermore,
we invested in foodpanda and increased the stake to 49%. Taking a larger stake in these companies
gives us a competitive edge in this attractive sector, while providing the companies with capital
to expand their operations and pave the way to become market leaders. Moreover, we further
strengthened our market position in the Fashion sector by investing in Global Fashion Group S.A.
(La Moda, Dafiti, Namshi, Zalora, Jabong), an online fashion group operating in several emerging
markets.
OUR COMPANIES
Fundamentals of the C
ompany and the Group
Our aim is to achieve long-term leadership in the markets and sectors we enter. To gain a strong
market position, we are willing to invest in the early development stages, leading to start up
losses. Long-term value creation is therefore our key focus when starting new businesses. To
support this goal, we continue to invest in our product portfolio technology, the customer experience, infrastructure and logistics capabilities. Targeting profitability in the mid-term, our focus for
these companies shifts over time to creating equilibrium between growth and market share on
the one hand and unit economics and profitability on the other. Its our objective that these companies reach break-even within six to nine years after launch.
We provide companies launched on the RocketInternet platform with the financial means to
start up and develop their operations. Since we are the initiator of the respective company we
own a significant majority and hence we benefit from the so-called founder economics. Company growth is typically funded through a mix of own and third party capital, underscoring the
attractiveness of and value creation in our network of companies. When we see an investment
opportunity in a promising business model, we invest with conviction and provide significant
amounts of capital. Since capital is a key component in building market leaders, we undertook
several measures to raise additional capital in 2015.
RocketInternets network comprises are at different stages of development. At the time of
launch, we typically own directly or indirectly an 80% to 90% stake, with the remainder set aside
for management equity participation. In subsequent financing rounds, we invest and attract external equity financing, which is provided by our local strategic partners as well as other strategic
andfinancial investors. As we firmly believe in the business models we launch, we seek to retain
a large share of the absolute value creation and therefore intend to maintain relatively high ownership stakes and control in many of our companies. We continue to participate in financing rounds
for our companies and also selectively purchase additional stakes through secondary transactions.
In January 2016, the RocketInternet Capital Partners Fund was launched, providing an additional
source of funding for the network of companies.
Detailed, up to date information on the strategy and the major network companies of Rocket can
be found on the website of the parent companywww.rocket-internet.com.
1.2 Research&Development
RocketInternet has developed proprietary technologies that are able to provide a competitive
advantage for Rocket Internet companies. The internally developed technology platforms are
flexible and scalable as they provide network companies with advantages in cost and speed,
especially during the start up and market introduction phase. Rocket Internet has created core
technology platforms for the network companies, which allow a plug and play setup, and
which are used as the starting point in the process of establishing a new company. The technology
platform is scalable, which enables the processing of high traffic volumes and the integration
ofalarge number of different countries and languages. The companies adapt those platforms to
their individual requirements, while their improvements often benefit the whole network.
All units of the company, supported by a central strategic product development function,
optimize the existing offerings and establish innovative products in the market. Most importantly,
this means that the offering spectrum is expanded continuously through innovations.
Development expenses are capitalized as internally-generated intangible assets, whereas research
expenses are recognized in the income statement.
In its core business, the Group constantly develops new products for the needs of its customers.
New developments are subject to user tests on a timely basis. Their experience flows, in turn,
into the product optimization.
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222
The entire industry is transitioning from classic desktop-internet companies to mobile-first and
even mobile-only, which requires the development of new products. Mobile people increasingly
do their research and make choices on their way from one place to another. Smartphones and
tablets are more and more replacing the home desktop PC. Further, new device classes are being
added, such as internet-capable TV sets and smart watches. The Group is committed to support
its network companies in delivering products and rendering services to all relevant digital
devices.
The major software developments of the financial year 2015 are:
Software Name
Function/Purpose
SkyRocket
DataJet.io
Data driven merchandizing. Real-time stream processing engine for search, recommendations and product feeds
SellerCenter
Global vendor integration. Vendor integration with web&mobile apps and public APIs (application program interface)
Furthermore, Rocket Internet has developed instruments to analyze essential key performance
indicators that allow us to compare the performance of our companies, identify best practices,
and share this knowledge within our network of companies.
2. Economic Report
2.1 General Economic Conditions
According to the International Monetary Funds (IMF) World Economic Outlook published in
January 2016, global economic activity remained subdued in 2015. Global growth is currently
estimated at 3.1% in 2015. Growth in emerging markets and developing economies, which still
accounts for over 70% of global growth, declined for the fifth consecutive year, while a modest
recovery continued in advanced economies.
The global outlook continues to be influenced by the gradual slowdown and rebalancing of
economic activity in China away from investment and manufacturing toward consumption and
services, lower prices for energy and other commodities, and a gradual tightening in monetary
policy in the United States. Oil prices have declined significantly since September 2015. Lower
oil prices strain the fiscal positions of fuel exporters and weigh on their growth prospects, while
supporting household demand and lowering business energy costs for importers, especially in
advanced economies. In the Euro area, stronger private consumption supported by lower oil
prices and favorable financing conditions is outweighing a weakening in net exports. Growth in
emerging market and developing economies is projected to increase from 4 % in 2015the
lowest since the 2008-09 financial crisis,to 4.3 % and 4.7% in 2016 and 2017 respectively.
Higher growth is projected for the Middle East, but lower oil prices, and in some cases geopolitical tensions and domestic strife, continue to weigh on the outlook. Emerging Europe is projected
to continue growing at a broadly steady pace, albeit with some slowing in 2016. Russia, which
continues to adjust to low oil prices and Western sanctions, is expected to remain in recession in
2016. Most countries in sub-Saharan Africa will see a gradual pickup in growth, but with lower
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223
Fundamentals of the C
ompany and the Group
Economic Report
commodity prices, at rates that are lower than those seen over the past decade. In Europe,
where the tide of refugees is challenging the absorptive capacity of European Union labor markets
and testing political systems, policy actions to support the integration of migrants into the labor
force are critical to alleviate concerns about social exclusion and long-term fiscal costs, and unlock
the potential long-term economic benefits of the refugee inflow.
The development of Gross Domestic Product (GDP) and exchange rates in selected countries is
as follows:
Change of GDP in %
2015
Country/Currency
2014
Exchange rates
(1 EUR = local currency)
Dec 31, 2015 Dec 31, 2014 Change
Russia
RUB
3.8%
0.6%
80.674
72.337 +11.5%
Brazil
BRL
3.0%
0.1%
4.312
India
INR
7.3%
7.3%
72.022
76.719
6.1%
Indonesia
IDR
4.7%
5.0%
15,039.990
15,076.100
0.2%
Australia
AUD
2.4%
2.7%
1.490
1.483
+0.5%
Singapore
SGD
2.2%
2.9%
1.542
1.606
4.0%
Nigeria
NGN
4.0%
6.3%
215.545
219.980
2.0%
AED
3.0%
4.6%
4.012
4.464 10.1%
Saudi Arabia
SAR
3.4%
3.5%
4.097
4.560 10.2%
3.221 +33.9%
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Despite this difficult framework, Germany was a dynamic IPO location in 2015. Fifteen companies made an IPO in the Prime Standard in 2015 (previous year: 11) and thereby attracted
EUR7.1billion,more than twice as much as in the previous year (EUR 3.4 billion). In 2015,
24companies were newly listed on the Frankfurt Stock Exchange, the highest number since
2007 (19 in 2014). Overall, the newcomers had a market capitalization of EUR 38.5 billion at
initiallisting (EUR21.4billion in 2014). For the coming year 2016, up to 15 German IPOs are
expected, provided that market conditions remain supportive.
OUR COMPANIES
Economic Report
According to the (N)ONLINER Atlas by the Initiative D21, a total of almost 78% (previous
year 77%) of all Germans (about 54 million people above 14 years old) used the Internet in 2015.
The share of smartphone owners increased from 53% in 2014 to 60% in 2015. The ownership
oftablets increased to 35% (previous year 28%) which corresponds to a growth rate of 25%.
While nearly every user searches the Internet for content and information via search engines
(94%), more specific applications are far less frequently used, i.e. by only about two thirds of
online u
sers. The information search, especially for consulting purposes, on forums, blogs and
other websites takes second place with 68%, while online shopping and social networks (64%)
are the third most used applications.
According to the Measuring the Information Society Report 2015 by the International Telecommunication Union (ITU), the global internet user rate was 43% in 2015. The rate in developed
countries amounted to 82.2%, while emerging markets (which are especially important for Rocket Internet Group) had a rate of 35.3%. The 2015 growth rate of the global internet user rate was
nearly 7%. The number of internet users in the particularly important for Rocket emerging markets has more than doubled in the last five years. The ITU estimates that the Internet user rate
will increase to 45% in emerging markets by 2020, providing significant opportunities for Rocket
Internets network of companies.
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226
Asia-Pacifics B2C eCommerce market volume is estimated at 206 billion USD (source: Marketer
November 2015).
Africa and the Middle East with approximately 1,367 million inhabitants at the end of 2015 and
anexpected population growth in the period 2015 to 2020 of 11.8% (source: IMF, WEO database
October 2015), are home to about 361 million Internet users (source: IDC database December
2015, Internet Live Stats July 2014), which corresponds to an Internet user rate of 26.4%. The
region hosts 286 million smartphone users (source: WCIS database November 2015), which
correspond to a smartphone user rate of 20.9%. The B2C eCommerce market volume in Africa
and the Middle-East is estimated at USD 15 billion (source: eMarketer December 2015).
OUR COMPANIES
Economic Report
In July 2015, Rocket Internet issued a convertible bond with a maturity of seven years with a total
nominal value of EUR 550 million.
In September 2015, shares of fully-consolidated subsidiaries Kanui and Tricae were exchanged
against shares of Global Fashion Group.
In October 2015, the Group exchanged the fully-consolidated subsidiary Zencap Global S. r.l.
against shares of Funding Circle Holdings Ltd.
At the end of 2015 an impairment loss in relation to goodwill at La Nevera Roja and Pizzabo.it
totaling EUR 18.1 million were recognized. In February 2016, these two henceforth non-core
companies were sold to JustEat plc.
In total, Rocket Internet Group generated in the financial year 2015 a loss for the period of
EUR197.8 million (previous year period profit for the period of EUR 428.8 million). The Groups
total comprehensive income for the period, net of tax amounted to EUR -161.4 million (previous
year period EUR 507.1 million). In 2015, other comprehensive income for the period net of tax
mainly includes unrealized valuation gains for Delivery Hero.
The previous years report forecast of a significant increase in consolidated revenue from online
and mobile trading (eCommerce) and from rendering online and mobile services (marketplaces)
for those companies that were fully consolidated as of December 31, 2014 has been realized.
The consolidated revenues (New Businesses&Investments) increased from EUR 71.2 million in
financial year 2014 by 19% to EUR 84.6 million in 2015. As forecast in the previous year, the
consolidated subsidiaries (New Businesses&Investments), operating in the areas of eCommerce
and marketplaces, have generated negative operating results in 2015 due to their expansion.
In the 2014 Combined Management Report the increase of revenues from rendering services
was forecast in the low to mid double-digit percentage range for the parent company. Due to the
expansion of the service spectrum along with the enlargement of the workforce, the forecast
increase has been achieved and revenues from services increased by 19% in 2015. As reflected
in the parent companys annual 2015 financial statements, revenues for services rendered by
Rocket Internet increased from EUR 28.8 million to EUR 34.2 million.
In the annual financial statements of the parent company in 2015, a net loss of EUR 73.5 million
(previous year period loss of EUR 45.9 million) was recognized, which resulted primarily from the
first-time accounting for share-based payment plans as well as for compensation of obligations
through profit or loss.
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228
Shareholder structure
In percent
Baillie Gifford&Co
6.0
Access Industries
6.1
8.3
United Internet
Global Founders
38.1
Kinnevik
13.2
Shareholding percentages are generally based on the shareholdings as last notified to RocketInternet
by its shareholders pursuant to Section 20 AktG (German Stock Corporation Act) or the shareholdings as of the time of the IPO in October 2014. The shareholdings have, however, been
adjusted for dilution and consider any allocations to shareholders in connection with the share
capital increase in February 2015. Please note that these shareholding percentages could have
changed within the respective thresholds of Section 20 AktG (German Stock Corporation Act)
(25%/50%) without triggering an obligation of the shareholders to notify Rocket Internet. The
shareholding of Global Founders also includes shares that are held by affiliates of Global Founders
GmbH. The percentages for Kinnevik, United Internet and Philippine Long Distance Telephone
Company were taken from their respective published consolidated financial statements.
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Economic Report
128.3
128.2
5.7
3.1
5.0
4.2
167.0
452.6
0.0
60.6
64.1
69.8
171.7
141.9
82.5
87.7
188.6
75.1
25.3
2.7
226.1
421.8
29.7
12.0
1.4
5.0
197.8
428.8
36.4
78.2
161.4
507.1
71.2
56%
0.0
0%
19.8
15%
43.7
34%
37.2
29%
128.3
100%
128.2
100%
As in the previous year period, the revenues of the New Businesses&Investments were generated
mainly in Brazil by the subsidiaries Kanui and Tricae as well as by the German entity Bonnyprints
GmbH. Until their deconsolidation (inclusion into the Global Fashion Group at the end of September 2015), Kanuis (EUR 31.6 million) and Tricaes (EUR 29.9 million) revenues were included in
the company revenues.
Furthermore, the main revenue contributors were Clickbus Brazil, La Nevera Roja and Printvenue
India.
The previous year period includes General Merchandise sales in Africa in the amount of
EUR19.8million generated by Jumia. The Jumia subgroup was deconsolidated following a
financing round of Jumia in July 2014.
230
The revenues from other services comprise mainly income from consulting services performed
for associated companies and joint ventures. The increase of revenues from other services is
driven by the expansion of the service spectrum.
Of the total consolidated revenues, 53% were generated in Latin America (previous year period
50%), 26% in Germany (previous year period 18%) and 21% in the rest of the world (previous
year period 32%). The change in the regional split is mainly due to the deconsolidation of the
Africa eCommerce Holding GmbH (Jumia) in July 2014.
Other operating income in the amount of EUR 5.0 million (previous year period EUR 4.2 million)
originated mainly from currency translation gains amounting to EUR 2.6 million (previous year
period EUR 0.5 million) and gains on disposal of available-for-sale investments amounting to
EUR0.3 million (previous year period EUR 1.2 million).
The result from deconsolidation of subsidiaries in the amount of EUR 167.0 million (previous year
period EUR 452.6 million) mainly originated with EUR 65.5 million from the exchange of shares
inKanui Comercio Varejista Ltda. for shares in Global Fashion Group, with EUR 53.8 million from
the exchange of shares in Tricae Comercio Varejista Ltda. for shares in Global Fashion Group,
with EUR 23.0 million from the exchange of shares in Zencap Global S. r.l. for shares in Funding
Circle Holdings Ltd., with EUR 9.7 million from the loss of control (deemed disposal) of Digital
Services XXVIII S. r.l. (Nestpick), with EUR 5.5 million from the contribution of 97% of the shares
in LIH Subholding Nr. 3 UG (haftungsbeschrnkt)&Co. KG to Carmudi Global S. r.l., with
EUR8.8 million from the contribution of 97% of shares in LIH Subholding Nr. 4 UG (haftungs
beschrnkt)&Co. KG to Lamudi Global S. r.l. (Lamudi) in exchange for shares in these two
companies.
In May 2014, the shareholders of the Company agreed on a dividend in kind. In this respect, the
Company transferred 4,145 and 1,892 shares from its associates Bigfoot I to Emesco and AI
European Holdings S. r.l., as well as 4,559 and 2,082 shares from Bigfoot II to Emesco and AI
European Holdings S. r.l. by use of a separate business share transfer contract. The resulting
gain from distribution of non-cash assets to owners amounted to EUR 60.6 million. No such distributions were made in 2015.
The cost of purchased merchandise and purchased services decreased by 8%. This is caused
mainly by the decreased cost of purchased merchandise (EUR 44.7 million; previous year period
EUR 57.4 million) partially offset by the increased cost for shipping, payment services, freight/logistics and other purchased services (EUR 19.4 million; previous year period EUR 12.4 million).
The decrease is mainly due to the deconsolidation of Africa eCommerce Holding GmbH in
July2014 (purchased merchandise and purchased services EUR 0.0 million; previous year period
EUR 19.5 million) as well as an increase in those costs in Tricae (EUR 23.5 million; previous year
period EUR 15.3 million) and the decrease in Kanui (EUR 22.2 million; previous year period
EUR24.1 million).
Employee benefits expenses, which amounted to EUR 171.7 million (previous year period
EUR141.9 million), represented a major expense item and included the current remuneration as
well as expenses arising from equity-settled and cash-settled share-based payments.
Other operating expenses included mainly advertising and marketing costs (EUR 31.4 million;
previous year period EUR 32.1 million), legal and consultancy fees (EUR 10.7 million; previous year
period EUR 8.4 million), rental, office and IT costs (EUR 15.9 million; previous year period
EUR13.8 million) and external services (EUR 4.4 million; previous year period EUR 8.7 million).
Expenditure was undertaken, in particular, in the area of marketing and related to the acquisition
of new market shares and efforts to increase brand awareness. The online marketing activities
were aimed, in particular, at the generation of traffic and included traditional search engine marketing (SEM), search engine optimization (SEO) as well as affiliate and display marketing.
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Economic Report
The share of profit/loss from associates and joint ventures is overall negative and amounts to
EUR 188.6 million (previous year period positive EUR 75.1 million). In financial year 2015, it
includes mainly losses attributable to Global Fashion Group of EUR -95.9 million, to Africa Internet Holding of EUR -36.6 million, to foodpanda of EUR -33.0 million, to Linio of EUR 26.4 million, to Asia Internet Holding of EUR 23.3 million and to HelloFresh of EUR 22.2 million. In the
financial year 2014, the gain of EUR 75.1 million mainly relates to gains attributable to Bigfoot of
EUR52.0 million and to BGN Brillant Services GmbH of EUR 48.3 million, as well as the share
ofloss attributable to Home24 of EUR 12.7 million and to Westwing of EUR 10.2 million.
The impairments of non-current assets, depreciation and amortization mainly include the impairment charges of EUR 18.1 million related to the goodwill at Pizzabo.it and La Nevera Roja. In
addition, depreciation and amortization increased from EUR 2.7 million to EUR 7.3 million primarily
due to the amortization of internally generated software and intangible assets acquired in the
course of business combinations (Pizzabo.it and La Nevera Roja).
EBIT are comprised of revenues, changes in work in progress and internally produced and capitalized assets, the result from deconsolidation of subsidiaries, cost of purchased merchandise and
purchased services, employee benefits expenses, impairment of non-current assets, depreciation
and amortization and other operating expenses, plus other operating income, gain from distribution of non-cash assets to owners and the share of profit/loss from associates and joint
ventures.
The financial result of EUR 29.7 million (previous year period EUR 12.0 million) primarily includes
net changes (gains and losses) in fair value of equity instruments accounted for at fair value
through profit or loss of EUR 33.0 (previous year period EUR 12.9 million), interest expense from
convertible bond of EUR 9.4 million (previous year period EUR 0.0 million) and dividends from
associates of EUR 4.2 million (previous year period EUR 0.2 million).
Other comprehensive income for the period, net of tax in the amount of EUR 36.4 million
(previous year period EUR 78.2 million), which is reclassified to profit or loss in subsequent periods,
mainly includes the net gain on available-for-sale financial assets of EUR 135.3 million which
primarily results from fair value measurement of Rocket Internets investment in Delivery Hero.
Furthermore, this line item mainly includes the share of the changes in the net assets of associates/joint ventures amounting to EUR 99.0 million (previous year period EUR 80.2 million) that
are recognized in the OCI of associates/joint ventures.
In EUR million
105.5
94.5
1,347.8
163.5
1.165,2
1,864.3
288.2
1,606.3
3.3
0.0
2,053.5
447.2
1,768.6
2,053.5
As in the previous year, cash and cash equivalents at the end of the period comprise cash and
cash equivalents in the amount of EUR 9.7 million (previous year period EUR 0.0 million), that are
included in the assets classified as held for sale.
232
The negative cash flows from operating activities are typical for the industry and are mainly attributable to the start up losses incurred by consolidated subsidiaries.
The cash flows from investing activities consist mainly of the cash-outflows for the Groups
acquisitions of non-consolidated equity investments such as the acquisition of shares in Delivery
Hero, GFC Investments as well as the participation in financing rounds of associated companies.
Another effect is the cash-outflows from the acquisition of La Nevera Roja and Pizzabo.it. In
total, payments in the amount of EUR 1,219.5 million (previous year period EUR 116.4 million)
were made for acquisition of non-consolidated companies and of EUR 119.7 million, net of cash
acquired (previous year period EUR 0.0 million), for acquisition of consolidated companies. The
cash flows from investing activities also include net payments for cash paid in connection with
short-term financial management of cash investments in the amount of EUR 39.0 million
(previous year period EUR -6.7 million) that are related to the payments in conjunction with shortterm loans to associates and to joint ventures. Furthermore, the amount of EUR 11.6 million
(previous year period EUR 8.5 million) was invested in fixed and intangible assets in the reporting
period, relating particularly to the expansion of operating and business equipment and to internally
generated software. Due to exchange rate changes, the cash and cash equivalents of the Group
increased to EUR 3.3 million (previous year period EUR 0.0 million).
Cash flows from financing activities mainly include the cash-inflows from capital increases and
the issuance of convertible bonds.
In February 2015 the Group carried out an equity increase at the level of the parent company
inthe amount of EUR 588.5 million, less transaction costs of EUR 2.8 million (previous year
periodEUR 0.0 million). In addition, EUR 9.3 million were paid for transaction costs in 2015 incurred in the financial year 2014 in conjunction with the Groups IPO. The issued convertible
bond in July2015 resulted in a cash inflow of EUR 550.0 million, less transaction costs totaling
EUR2.8million.
Moreover, during 2015 the Group received payments from capital increases at the level of
consolidated subsidiaries totaling EUR 58.0 million (previous year period EUR 101.6 million) from
non-controlling shareholders. During the reporting period a non-controlling shareholder of a
consolidated subsidiary received a cash dividend of EUR 8.0 million. No dividends were paid to
the shareholders of the parent in the reporting period (previous year period EUR 286.8 million).
In2015, the Group purchased shares from non-controlling shareholders of a Group subsidiary for
a cash consideration in the amount of EUR 9.6 million (previous year period EUR 0.2 million).
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Economic Report
2.5.2.2 Investments
The investment activities undertaken in the financial years 2014 and 2015 are as follows:
In EUR million
1,347.8
163.5
217.9
372.7
1,565.7
536.2
For further details concerning cash investing activities, please refer to the statements regarding
the cash flow from investing activities.
In the financial year 2015, the main non-cash investing activities relate to transactions concerning
the acquisition of new shares of the Global Fashion Group via exchange of shares valued at
fairvalue of Kanui (Jade 1159. GmbH and its subsidiaries VRB GmbH&Co. B-195 KG and Kanui
Comercio Varejista Ltda.) and Tricae (Jade 1218. GmbH and its subsidiaries VRB GmbH&Co.
B-196 KG and Tricae Comercio Varejista Ltda.), as well as the exchange of shares of Yemek Sepeti
for shares of Delivery Hero. Furthermore, LIH Subholding Nr. 3 UG (haftungsbeschrnkt)&Co.
KG was contributed to Carmudi Global S. r.l. in exchange for shares in this entity, while LIH
Subholding Nr. 4 UG (haftungsbeschrnkt)&Co. KG was contributed to Lamudi Global S. r.l. in
exchange for shares in this entity. Shares of the crowdfunding platform Zencap Global S. r.l.
were contributed to Funding Circle Holding Limited in exchange for shares in this entity.
Significant non-cash investing and financing activities as well as transactions in the year 2014
include the exchange of shares of the fully-consolidated company LIH Subholding Nr. 5 UG
(haftungsbeschrnkt)&Co. KG (including its 13 subsidiaries) for shares of Emerging Markets
Online Food Delivery Holding S. r.l. and the acquisition of shares of the Global Fashion Holding
S.A., established in 2014, via the contribution of shares of Bigfoot GmbH. In August 2014, the
Group carried out a capital increase and used the newly issued shares as acquisition currency to
purchase shares of companies in two transactions. In the first transaction, Rocket Internet
received shares of Bigfoot GmbH, BGN Brillant Services GmbH, Home24 and Westwing Group
Holding GmbH from Holtzbrinck Ventures. In the second transaction, United Internet AG and
Global Founders GmbH contributed a portfolio consisting of about 50 companies to
RocketInternet SE.
The capital contribution and investment obligations (as of December 31, 2015 totaling EUR61.0million) will be financed by existing cash and cash equivalents. They result from contracts concluded
before the reporting date and mainly result from capital increases in Africa Internet Holding GmbH
and CupoNation Group GmbH.
2.5.2.3 Liquidity
The Groups financial position can be described as strong. Cash and cash equivalents amount to
EUR 1,768.6 million (previous year EUR 2,053.5 million) as of December 31, 2015.
The Group was able to meet all its payment obligations at all times.
234
Non-current assets
3,162.2
63%
1,805.8
46%
Current assets
1,816.7
37%
2,109.5
54%
17.1
0%
3.9
0%
4,996.0
100%
3,919.1
100%
Assets classified
as held for sale
Total
Equity&Liabilities
In EUR million
Equity
4,352.1
87%
3,771.9
96%
Non-current liabilities
535.5
11%
9.4
0%
Current liabilities
100.9
2%
137.8
4%
Liabilities directly
associated with assets
classified as held for sale
Total
7.6
0%
0%
4,996.0
100%
3,919.1
100%
The Companys largest asset items are shares in associates and joint ventures, accounted for
using the equity method (34% of the balance sheet total; previous year period 37% of the balance
sheet total), other non-current financial assets (27% of the balance sheet total; previous year
period 9% of the balance sheet total) as well as cash and cash equivalents (35% of the balance
sheet total; previous year period 52% of the balance sheet total).
During financial year 2015, Rocket invested a significant amount in Delivery Hero. As of December31,
2015 the Group owned approximately 40% (prior to dilutive effects of convertible instruments
issued by Delivery Hero) of the total outstanding share capital of Delivery Hero. As of December31,
2015 the carrying amount of the shares in Delivery Hero amounted to EUR 978.9 million
(previous year period EUR 0.0 million).
The increase of non-current assets from EUR 1,805.8 million by EUR 1,356.5 million to
EUR3,162.2million is mainly attributable to the above mentioned acquisition of Delivery Hero
shares. Other substantial effects are the purchase of shares in associated companies accounted
for using the equity method amounting to EUR 500.1 million, mainly due to Rocket Internets
participation in financing rounds and purchases of existing shares of HelloFresh, Global Fashion
Group, Home24, foodpanda, TravelBird and Lazada. This above mentioned increase of investments in associates was partially reduced by the share of losses of associates and joint ventures.
Furthermore, the increase of non-current assets was caused by the increase of intangible assets
from EUR 9.0 million by EUR 120.1 million to EUR 129.1 million, mainly due to the acquisition
ofPizzabo.it and La Nevera Roja and the resulting increase in goodwill, trademarks and customer
base.
Current assets decreased from EUR 2,109.5 million by EUR 292.8 million to EUR 1,816.7 million.
The decrease is mainly due to the decrease of cash and cash equivalents in the financial year
2015 (EUR 1,758.9 million; previous year period EUR 2,053.4 million). For details concerning the
development of liquidity, refer to the statements under section 2.5.2 Financial Position of the
Group. Other effects are the decrease of inventories from EUR 11.2 million by EUR 10.5 million
to EUR 0.7 million, due to the deconsolidation of Kanui and Tricae and the increase of other
current financial assets from EUR 15.1 million by EUR 26.2 million to EUR 41.3 million mainly due
to the increase of current loan receivables and other financial assets.
OUR COMPANIES
Economic Report
Assets classified as held for sale mainly consist of the current and non-current assets of Spotcap
(EUR 11.2 million) and Clickbus Brazil (EUR 3.5 million).
Total consolidated equity rose from EUR 3,771.9 million by EUR 580.3 million to EUR 4,352.1 million.
This development is mainly caused by the increase of the subscribed capital performed in
February 2015 with gross proceeds of EUR 588.5 million and due to the recognized income from
issuing a convertible bond in the amount of EUR 37.7 million. The increase was also a result
ofthe total comprehensive loss of EUR 161.4 million comprising both, the loss for the period
(EUR197.8 million) and the other comprehensive income after tax (EUR 36.4 million). Other
changes in equity result from the increase of the reserves for equity-settled share-based
payments, the proceeds from non-controlling interests, dividends paid to non-controlling interests,
the purchase of non-controlling interests without change in control and changes in scope of
consolidation as well as other changes in non-controlling interests.
Non-current liabilities increased from EUR 9.5 million by EUR 526.0 million to EUR 535.5 million.
The increase is mainly due to the convertible bond issued in July 2015 (liabilities as of December31,
2015 amounted to EUR 512.0 million). Furthermore, the deferred tax liabilities increased from
EUR 3.6 million to EUR 8.2 million. Another substantial effect is the increase of non-current
financial liabilities, mainly due to the contingent consideration liability incurred in conjunction
withthe acquisition of Pizzabo.it.
Current liabilities decreased from EUR 137.8 million by EUR 36.9 million to EUR 100.9 million.
The decrease is mainly due to the de-recognition of trade payables of Kanui and Tricae which were
deconsolidated in September 2015 and the payment of liabilities that existed as of December31,
2014 from income taxes as well as liabilities from the Companys IPO. This decrease was partially
compensated by the increase in liabilities for cash-settled share-based payments.
Liabilities directly associated with assets classified as held for sale consist mainly of the non-current and current liabilities of Spotcap (EUR 4.6 million) and of Clickbus Brazil (EUR 1.6 million).
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236
34.2
28.8
0.2
0.3
4.0
1.0
30.5
5.9
8.6
6.7
77.0
17.8
1.6
0.7
45.5
20.9
EBIT
63.8
10.7
Extraordinary expenses
2.9
34.6
7.3
0.6
Personnel expenses
Amortization/depreciation of intangible assets
and of property, plant and equipment
0.5
0.0
73.5
45.9
Driven by the business model of Rocket Internet SE, the earnings performance can vary substantially from year to year, which is also due to occasional sales of participations.
The Companys revenue increased from EUR 28.8 million by 18.7% to EUR 34.2 million due to an
extended range of the services offered.
The disposal of participations during the reporting period impacted the other operating income
position by EUR 23.7 million (previous year EUR 3.7 million), the majority of which resulted from
selling of Zalando SE securities amounting to EUR 17.7 million (previous year disposal of shares
in Bigfoot GmbH in the amount of EUR 2.3 million).
The average number of employees during the financial year 2015 increased in comparison to the
previous financial year from 257 to 403 (an increase of 56.8%). The total personnel expenses
increased by 332.6% to EUR 77.0 million (previous year EUR 17.8 million). The expansion of the
workforce due to extension of the service spectrum led to an increase of the regular personnel
expenses by 65.7% to EUR 29.5 million (previous year EUR 17.8 million). Additionally, the firsttime accounting for equity-settled share-based payment plans generated expenses amounting to
EUR 38.0 million, which were recorded as personnel expenses. Moreover, the expenses for
compensation obligations of EUR 9.5 million were recognized in personnel expenses as well.
Other operating expenses include first-time accounting for equity-settled share-based payment
plans which generated expenses of EUR 10.2 million. Moreover, the expenses for compensation
obligations generated expenses of EUR 14.0 million (previous year EUR 8.8 million).
The gain from participations in the financial year 2015 amounted to EUR 15.3 million (previous
year EUR 0.0 million), the majority of which resulted from distribution in kind of shares in Emerging
Markets Online Food Delivery Holding S. r.l. received form a subsidiary. Interest expense on
convertible bond amounts to EUR 9.4 million (previous year EUR 0.0 million). Furthermore,
OUR COMPANIES
237
Economic Report
financial and investment result includes financial asset impairment charges amounting to
EUR14.0million (previous year EUR 0.9 million).
The extraordinary expenses relate almost exclusively to the cost of raising equity.
The net loss for the financial year amounts to EUR 73.5 million (previous year period net loss for
the year of EUR 45.9 million). The Company realized a return on equity of 2.6% (previous year
2.0%). EBIT totaled EUR -63.8 million (previous year EUR 10.7 million) and EBITDA amounted
to EUR 62.2 million (previous year EUR 10.0 million).
Fixed assets
1,611.8
47%
258.6
11%
Current assets
1,805.0
52%
2,052.5
89%
39.3
1%
2.6
0%
3,456.1
100%
2,313.7
100%
Other assets
Total
Equity&Liabilities
In EUR million
Equity
Provisions
Liabilities
Total
2,857.1
83%
2,256.1
97%
36.9
1%
39.1
2%
562.1
16%
18.5
1%
3,456.1
100%
2,313.7
100%
The financial position of the Company can be described as strong. It continues to offer opportunity
for investments into new companies and for participations in capital increases in existing ones.
Cash and cash equivalents as of December 31, 2015 amounted to EUR 1,720.0 million (previous
year EUR 1,997.7 million). Thus, the Company experienced a negative cash flow of EUR 277.7
million (previous year positive cash flow EUR 1,612.2 million). The decrease of cash and cash
equivalents is a result of investments in the financial year.
In the reporting period, the Company remains financed mainly through equity with an equity ratio
as of December 31, 2015 of 82.7% (previous year 97.5%). No advance dividends were made in
2015 (previous year EUR 291.2 million).
The asset position comprises participations amounting to EUR 1,606.2 million (46.5% of total a ssets;
previous year EUR 256.7 million, 11.1% of total assets), receivables from subsidiaries and companies
in which a participation is held in the amount of EUR 81.9 million (2.4% of total assets; previous
yearEUR 52.3 million, 2.3% of total assets) as well as cash and cash equivalents in theamount of
EUR1,720.0 million (49.8% of total assets; previous year EUR 1,997.7 million, 86.3% of total assets).
The increase in participations by EUR 1,349.5 million is mainly due to the acquisitions of shares
in various companies as well as to the further, mostly international expansion of existing businesses. Moreover, the company invested into the development of diverse new business models,
such as Global Online Takeaway Group S.A., Global Fashion Group S.A. and GFC Global Founders
Capital S. r.l.. The financial assets were impaired in the amount of EUR 14.0 million, thereby
exceeding last years figure (previous year EUR 0.9 million), which resulted primarily from impairments of Wimdu GmbH and Digital Services XXIV S. r.l. (Project Tripda). On the other hand, the
impairment losses were reversed by EUR 0.6 million (previous year EUR 0.5 million).
238
In 2015, loan receivables were impaired by EUR 5.9 million (previous year EUR 0.2 million).
Themajority thereof relate to PTH Brillant Services GmbH (Office Project) and the Digital Services
XXXIII S. r.l., (Real Estate Project), whose operations were ceased, thereby making their loan
receivables irrecoverable.
OUR COMPANIES
239
Economic Report
Events after the Reporting Date
For example, the performance indicators for the Groups top two revenue generating subsidiaries
are as follows:
Jan 1Dec 31,
2015 *)
1,007
903
Number of customers
1,243
863
721
586
Number of customers
781
520
The quality of products and solutions is a critical success factor. In this context, the reliability,
user friendliness and availability of the products offered online play an important role. Availability
and interruption-free operation of the service systems as well as the resistance against targeted
attacks, from hackers or through manipulation for example, are essential for providing customers
with the promised services.
Rocket Internets business approach and business policy is oriented towards sustainability. This
approach is demonstrated particularly in high investments in customer relations, new fields of
business and, accordingly, in future growth. With regard to customer loyalty and satisfaction as
well as service quality, aspects relevant to security (e.g. security of cashless payments, data
maintenance of bank accounts and other customer data) are considered highly important.
240
The online lending platform Spotcap Global S. r.l raised EUR 31.5 million in new funding on
February 2, 2016 led by international private equity firm, Finstar Financial Group, with participation
from the previous investor Holtzbrinck Ventures.
No other events of special significance occurred after the end of the financial year.
OUR COMPANIES
The earnings position of the Group can also be subject to high volatility due to the results from
deconsolidation (change in status of previously consolidated entities to associated companies).
As a result of the strategy change after the IPO, whereby Rocket Internet SE aims to keep a larger
share of the economic ownership in most of the new companies, a reduction of income from
deconsolidation is forecast.
Results from associated companies and joint ventures are determined by their operations and
theconsequent results from operational activity on the one hand, and by the conditions agreed
with new investors in future financing rounds on the other. For most associated companies
andjoint ventures, we expect negative proportionate contributions from their operational results,
which should be compensated partly by the effects from financing rounds. Overall, we expect
asubstantial negative result from associated companies and joint ventures but estimate the degree
of predictability to be low given the market movements in our business environment.
From the current perspective, the above forecasts were confirmed for the months following
the2015 financial year. Sales figures in the first months of 2016 of the entities consolidated as of
December 31, 2015 are above those of the comparative period of 2015.
4.2.2 Risks
Companies with business models that include founding, financing and investing in young companies
in the Internet sector take deliberate entrepreneurial risks.
Rocket Internet Group is primarily exposed to operational, investment and valuation risks. These
risks are related to the success potential of the businesses models of the network of companies
as well as to the intense competition in the area of online business by other incubators and
founders. With regard to the fast-paced nature of the Internet, the future value of investments
can also change as a result of external factors such as the introduction of innovative competitor
products and services, changes in user behavior (market trends) or the general regulatory
conditions.
Moreover, the worldwide expansion particularly into a large number of emerging markets increases
the exposure to political, economic, legal as well as other risks and uncertainties. In this context,
there is also the risk of target markets and their development deviating from p
re-entry
expectations.
Historical operational data is available only to a limited extent for many of our network companies.
Furthermore, the network companies generate losses and negative cash flows from operating
activities. It cannot be ruled out that those network companies will not be able to generate profits
or positive cash flows from operating activities in the future. This could have a negative impact
on our business development and on Rocket Internets earnings, asset and financial position.
Rocket Internet Group attempts to minimize such risks through close management and monitoring
of the company network. The opportunities and risks of a new company incubation are evaluated
carefully prior to each financing or investment decision. After a company is founded, the business
development of each company is monitored on a regular basis in short intervals by means of key
performance indicators (KPIs) and financial data. If a business shows an unfavorable development indicating that the long term viability of such model is in danger, Rocket Internetwhen it
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242
comes to associated companies and joint ventures in coordination with co-investorsadjusts the
strategic orientation and the operational implementation. In the worst case, discontinuation
decisions can be taken in order to prevent further losses. Required value adjustments are recorded
at an early stage to maintain a conservative business view of the asset position at all times.
The financing of new companies by several co-investors permits the distribution of risks across
several parties.
Moreover, the Company also systematically ensures risk diversification by starting and financing
businesses in different operative business fields and geographic areas.
Due to the predominant equity financing via public markets, the Group is directly affected by
developments and risks relevant to capital markets. Founding, investing and financing of a company
depend on its own financing capability to a particularly high extent, which increases capital
procurement risks. The Group has to rely on the financing capability of its existing and future
shareholders and their willingness to invest in the event of a further expansion of the network of
companies.
The great number of contractual relationships and agreements concluded by the Group on a
regular basis give rise to legal risks. This refers especially to legal risks in corporate law, intellectual
property law as well as competition and antitrust law in connection with corporate reorganizations.
These risks are minimized through mandating renowned corporate and tax law firms. A system
of contract templates is in place for standard agreements. In addition, specialized law firms are
also increasingly engaged at the level of the company network often located outside Europe,
with a view to minimizing the risks resulting from legal uncertainty and capital recoverability.
However, because of outsourcing, dependencies on the corporate and tax law firms can occur,
which can be reduced by the assignment of engagements to multiple professional firms.
Risks exist for Rocket Internet Group regarding the availability of the utilized IT systems as well
as the confidentiality and integrity of data. The outage of IT systems can lead to disturbances of
business operations, but it can also have a reputational impact. The confidentiality and security
ofcustomer-related data and transactions are considered especially important. The main causes,
complexity of systems as well as external attacks, are mitigated by constant monitoring of all
systems as well as the improvement of processes and security measures by a special IT Security
team.
With respect to recruitment, Rocket Internet Group is active in a highly specialized market. In this
context, Berlin is increasingly becoming an established location for Internet and venture capital
companies, which leads to increased competition for specialized management staff and functional
experts. This personnel-related risk is addressed through personnel retention measures and
recruiting measures.
In the area of eCommerce, a disadvantageous private consumption environment could lead to risks
from loss of revenue and the associated risk of increased merchandise inventories. Risks from the
operative business in the area of eCommerce relate mainly to the purchasing and logistics functions.
Reliable and fast delivery of fault-free merchandise is a crucial competitive factor. Delivery delays
and quality defects would have a direct adverse impact on customer trust and would lead to
image damage. Like all eCommerce companies, Rocket Internet Group is also strongly dependent
on the functionality and stability of its various websites. Disturbances, downtime or unauthorized
access and attacks would immediately lead to revenue losses. Another risk for the Group relates
to customer payment patterns and receivables default risk.
Companies operating online and mobile marketplaces could become the subject of allegations
and legal proceedings, with respect to the content of their webpages or accusations that their
webpages were pirated, counterfeited or illegal.
OUR COMPANIES
For companies offering payment solutions as well as the intermediation of loans, the main risks
are the currently existing and continuously increasing strict legal and regulatory frameworks
andregulation by national and supranational institutions. Risks are inherent particularly in the
application and interpretation of these regulations with respect to our specific peer-to-peer
business models and potentially resulting claims for damages or penalty payments.
Furthermore, Rocket Internet Group as a whole could become subject to legal proceedings that
could disturb or damage business operations.
Please also refer to the statements in section 2.7 Financial and Non-Financial Performance
Indicators and section 5 Risk Report Concerning the Use of Financial Instruments.
In summary, it should be noted that the Group performs systematic and regular analyses of the
business risks on the basis of qualified early risk detection systems and minimizes the risks
through deliberate measures such as risk prevention, limitation of risks, risk diversification and
risk insurance. As a result, the continued existence of the Company as a going concern is not
jeopardized even in the event of simultaneous occurrence of several risk events.
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244
the initial tapping of new and undersupplied markets and markets that have not yet been explored
by competitors, in particular in Africa, Asia, Middle East and Latin America, but also in Europe.
The existing capitalization and access to investors as well as the existing strategic partnerships
enable Rocket Internet Group to establish and finance new companies internationally and over
longer periods. Moreover, the Group can generate economies of scope and scale as a result of
its parallel international rollouts and its presence on six continents including many complex
emerging markets.
5. Risk Report
Concerning the Use of
Financial Instruments
The major financial instruments of Rocket Internet Group are cash (35% of total assets; previous
year 52%), equity investments in available for sale financial assets (20% of total assets; previous
year 0%), equity instruments at fair value through profit or loss (FVTPL) (6% of total assets;
previous year 9%) and other non-current financial assets (<1% of total assets; previous year <1%),
as well as liabilities from convertible bonds (10% of total assets; previous year 0%). The Group
also records trade receivables and liabilities as well as loan receivables and liabilities mainly from
associated companies and joint ventures, which arise in the ordinary course of business.
The major financial instruments in the annual financial statements prepared in accordance with
German GAAP (HGB) of Rocket Internet SE are cash (50% of the total assets, previous year
86%), investments in subsidiaries (34% of total assets, previous year 3%), participations (12%
oftotal assets, previous year 8%), as well as the liabilities from convertible bonds (16% of total
assets, previous year 0%). The following statements disclosed for the consolidated financial
statement apply for the annual financial statements of the parent company.
The Groups risks arising from existing financial instruments relate to the financial risks which
comprise market risk (including currency risk, interest rate risk and other price risk), risk of default
(credit risk), liquidity risk and share price risk. The primary objective of the financial risk management is to establish risk limits, and ensure that exposure to risks stays within these limits. The
operational and legal risk management functions are intended to ensure proper functioning of
internal policies and procedures, in order to minimize operational and legal risks.
The Group places available funds in current accounts seeking to ensure both liquidity and security
of principal. The Groups policy does not permit any trading with financial instruments. Accordingly, no financial derivatives are utilized. Interest rate risk is the risk that the fair value or future cash
flow of a financial instrument will fluctuate due to changes in market interest rates. The Group
enters in principal only into fixed-rate instruments. The Group does not account for fixed-rate
financial instruments at fair value through profit or loss except for employee loans that are designated at fair value through profit or loss. A reasonably possible change in the interest rates does
not have a material effect on profit or loss from fair value changes of these instruments.
The risk associated with financial assets is controlled through a sophisticated system of operational
monitoring. This applies, in particular, to the equity holdings of Rocket Internet Group, which
areaccounted for either as available for sale financial assets or at fair value through profit or loss.
The Group is exposed to financial risks in respect of share prices, meaning the risk of changes
inthe value of the shareholdings. Rocket Internets operations include management of shareholdings measured at fair value comprising considerable investments in a small number of unlisted
companies. Accordingly, Rocket Internets financial position and results are dependent on how
well these companies develop. The concentration of the shareholdings leads to a risk that it is
OUR COMPANIES
more difficult for Rocket Internet to make major changes in the composition of the shareholdings
in a limited time. Rocket Internets strategy is also to be a long-term shareholder. Therefore,
there is no strategy for managing short-term fluctuations in share prices. For details concerning
share price risk please refer to Note 41 in the Notes to the Consolidated Financial Statements.
Risk management is carried out by a central treasury department under control of the Management
Board. The Management Board provides principles for overall risk management, as well as
policies covering specific areas, such as currency risk and interest rate risk and investment of
excess liquidity. Detailed information concerning risk of default, liquidity risk and currency risk
isgiven in the following paragraphs.
245
246
and reforecasts taking into consideration the maturities of financial investments and financial
assets (e.g. receivables and other financial assets) as well as expected cash flows from operating
activities. In addition to cash and cash equivalents and income from the sale of financial assets,
future cash flows from operating activities represent another source of liquidity.
The liquidity balance and compliance with cash budgets are controlled at regular intervals. In
theprocess, the development of liquidity balances and important movement factors are communicated and discussed internally.
Oliver Samwer
Peter Kimpel
Alexander Kudlich
OUR COMPANIES
Audit Opinion
We have audited the consolidated financial statements prepared by Rocket Internet SE, Berlin,
comprising the consolidated statement of comprehensive income, the consolidated balance
sheet, the consolidated statement of changes in equity, the consolidated statement of cash
flows and the notes to the consolidated financial statements, together with the combined
management report for the fiscal year from January 1 to December 31, 2015. The preparation
ofthe consolidated financial statements and the combined management report in accordance
with IFRSs as adopted by the EU and the additional requirements of German commercial law
pursuant to Sec. 315a (1) HGB [Handelsgesetzbuch: German Commercial Code] is the
responsibility of the Companys management. Our responsibility is to express an opinion 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 Sec.317HGB
and German generally accepted standards for the audit of financial statements promulgated
bythe Institut der Wirtschaftsprfer [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 the combined management report are examined
primarily on a test basis within the framework of the audit. The audit includes assessing the annual
financial statements of the entities to be included in consolidation, the determination of the
entities to be included in consolidation, the accounting and consolidation principles used and
significant estimates made by management, as well as evaluating the overall presentation of
theconsolidated 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 IFRSs as adopted by the EU as well as the additional requirements of German commercial
law pursuant to Sec. 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 groups position and suitably presents the opportunities and risks
of future development.
Berlin, 31 March 2016
Ernst & Young GmbH
Wirtschaftsprfungsgesellschaft
Klug Beckers
Wirtschaftsprfer Wirtschaftsprfer
[German Public Auditor]
[German Public Auditor]
247
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Imprint
Rocket Internet SE
Johannisstrae 20
10117 Berlin
Germany
Phone: +49 30 300 13 18-68
[email protected]
www.rocket-internet.com
Investor Relations
[email protected]
Media Relations
[email protected]
Concept, Layout&Design
IR-One AG&Co., Hamburg
www.ir-1.com
Picture Credits
Rocket Internet, Fotolia
Rocket Internet SE
Johannissrae 20
10117 Berlin
Germany
[email protected]
www.rocket-internet.com