(13) Contingencies
As of December 31, 2014, there are no contingencies.
(14) Other Financial Liabilities and Off-Balance Sheet Transactions
As of December 31, 2014, the Company reports other financial obligations in the amount of EUR 44,229 thousand. In detail, these are obligations for the following items:
Capital contribution and investment obligations result from participation agreements concluded prior to the balance sheet date December 31, 2014. They mainly relate to capital increases of Lazada Group GmbH, Home 24 GmbH, Helpling Group Holding S.à r.l. as well as the acquisition of non-controlling interest stakes in the fully consolidated subsidiary Jade 1317. GmbH, Berlin.
Jade 1317. GmbH holds shares in Westwing Group GmbH as an intermediate holding. The stake in Westwing Group GmbH held by Rocket directly or indirectly changed to 34% in January 2015.
in EUR thousand
Capital contribution and investment obligations 41,140
Rental and lease agreements 3,070
Purchase commitments 10
Other 9
44,229
While the group benefits from financing advantages arising from the rental and lease arrange-ments (operating leasing), it must be able to meet its payment obligations at all time.
(15) Related Party Transactions
Related parties are shareholders with significant influence on the Rocket Group, associated com-panies, non-consolidated subsidiaries and individuals that exercise significant influence on the Group’s financial and business policy. Persons who exercise significant influence on the Group’s financial and business policy comprise all individuals in key positions and their close family mem-bers. Within Rocket Group, this relates to the parent company’s managing directors or, following the change in legal form into an AG, the members of the Management Board and the Superviso-ry Board. No transactions at unusual market terms were conducted with related parties in the fi-nancial year 2014.
(16) Notes to the Consolidated Statement of Cash Flow
EUR 106,551 thousand (previous year EUR 16,672 thousand) of capital inflows relate to pay-ments by non-controlling interests. In the financial year 2014, as in the previous year, no divi-dends were distributed to non-controlling interests.
Liquidity assets, as in the previous year, are comprised of the balance sheet items cash in hand and bank balances.
Significant non-cash investing and financing activities and transactions comprise the exchange of shares in the fully consolidated LIH Subholding Nr. 5 UG (haftungsbeschränkt) & Co. KG (includ-ing its 13 subsidiaries) against shares in Emerg(includ-ing Markets Online Food Delivery Hold(includ-ing S.à r.l.
accounted for pursuant to fair value method, as well as the acquisition of shares in Global Fash-ion Holding S.A. (established in 2014) through a contributFash-ion in kind of shares in Bigfoot GmbH.
In August 2014, the parent company increased its capital and used the new shares in two in-stances to acquire additional participations. Firstly, Rocket received 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 con-tributed an existing portfolio of more than 50 equity interests in companies to Rocket Internet SE. All transactions, except for the mentioned acquisition of Emerging Markets Online Food De-livery Holding S.à r.l., have been conducted using the principles of the respective accounting op-tion according to the book value method.
(17) Notes to the Consolidated Statement of Changes in Equity
According to German law, the resolution and payment of a dividend distribution can only be done on the basis of the unappropriated retained earnings stated in the annual financial statements of the company. The consolidated equity earned as of December 31, 2014, in the amount of EUR 240,094 thousand is currently not available for distribution to shareholders. In the annual financial statements of Rocket Internet SE as of December 31, 2014, unappropriated retained earnings amount to EUR 0 thousand.
(18) Management and Management Board
Until the conversion into a stock corporation in July 2014, the Company´s management com-prised the following members:
After the conversion into a stock corporation in July 2014, the following members were elected into the Management Board:
Name Position held
Arnt Jeschke Managing Director, Finance
Alexander Kudlich Managing Director, Business Development Dr. Johannes Bruder Managing Director, Marketing and Products
Management Board
(19) Total Management Remuneration
The members of the Management Board (until conversion: the management of the company) received in return for the fulfilment of their duties in the parent company and its subsidiaries re-muneration in cash amounting to EUR 1,134 thousand. In the financial year 2014, the members of the Management Board received 5,450,054 stock options with a grant date fair value of EUR 95,569 thousand. The stock options issued to the Management Board vest over a five-year vesting period for the Chief Executive Officer of the Management Board respectively ten years for other Management Board members. The first tranche vests after a period of four years. All other tranches vest monthly for the Chief Executive Officer of the Management Board and annually for the other members of the Management Board. The vested share options can be exercised after four years for the first time, and are exercisable within three weeks after the publication of quar-terly, half-year and annual financial statements. Furthermore, in 2014, 391 shares in subsidiaries with a grant date fair value of EUR 546 thousand have been issued to members of the Manage-ment Board / the manageManage-ment of the company.
The total remuneration granted to the members of the Management Board/management of the company was EUR 97,249 thousand.
The members of the Management Board / the management of the company have not been grant-ed any advances or loans. At the balance sheet date, there are no contingencies in favor of mem-bers of the management board.
(20) Total Remuneration of the Supervisory Board
Remuneration of the Supervisory Board of the parent company for performing its functions at the parent company and the subsidiaries amounted to EUR 95 thousand. No loans or advances were granted to the members of the Supervisory Board.
(21) Audit Fees and Consultancy Fees
Total fees charged for the financial year by the Group’s auditor (Ernst & Young GmbH Wirtschafts-prüfungsgesellschaft) amount to EUR 2.7 million and comprise EUR 0.7 million for audit services, EUR 1.9 million for other audit-related services and EUR 0.1 million for other services.
(22) Number of Staff on an Annual Average
The average number of staff employed during the financial year was as follows:
Berlin, March 31, 2015
The Management Board
Oliver Samwer Peter Kimpel Alexander Kudlich
Name Position held
Oliver Samwer Chief Executive Offi cer
Peter Kimpel Chief Financial Offi cer
Alexander Kudlich Group Managing Director
2014 2013
Germany 419 297
Other countries 1,383 985
Total 1,802 1,282
in EUR thousand
Acquisition cost
Jan 1, 2014
Currency change
Change in the basis of
con-solidation Additions Disposals
Reclas-sifi cations Dec 31, 2014 I. Intangible assets
1.
Purchased industrial and
similar rights 678 −8 −305 1,989 36 0 2,319
2. Goodwill 838 9 −847 0 0 0 0
1,516 1 −1,151 1,989 36 0 2,319
II.
Property, plant and equipment
1. Tenant improvements 65 3 −52 136 4 394 543
2. Plant and machinery 848 1 −661 914 10 267 1,359
3.
Other equipment, op-erating and business
equipment 2,137 3 −868 2,432 688 −662 2,356
4. Advance payments 106 2 0 157 209 0 56
3,156 10 −1,581 3,639 911 0 4,314
III. Financial assets
1. Shares in subsidiaries 2,593 0 −1,057 1,785 884 −126 2,311
2
Equity investments in
associates 369,658 0 −12,080 302,621 97,900 268 562,568
3.
Securities held as fi xed
assets 8,316 0 −1 864 2,726 13,653 20,106
4. Other participations 18,907 0 10 35,352 0 −13,795 40,473
5. Other loans 36 1 −37 0 0 0 0
6. Advance payments 0 0 0 3,764 0 0 3,764
399,510 1 −13,165 344,386 101,510 0 629,223
404,182 13 −15,897 350,014 102,456 0 635,856
Accumulated amortization, depreciation and write downs Net book values
Jan 1, 2014
Currency change
Change in the basis of
consolida-tion Additions Disposals
Reclas-sifi cations Dec 31, 2014 Dec 31, 2014 Jan 1, 2014
136 −2 −96 240 3 0 275 2,044 543
168 2 −278 109 0 0 0 0 670
303 0 −374 349 3 0 275 2,044 1,213
6 0 −6 168 1 0 167 376 59
308 0 −323 257 1 267 509 850 540
412 −4 −148 784 276 −267 500 1,856 1,725
2 0 0 5 2 0 5 51 104
728 −3 −477 1,214 280 0 1,182 3,133 2,428
433 0 0 141 3 0 571 1,740 2,160
8,552 0 0 0 0 0 8,552 554,016 361,106
0 0 0 173 0 0 173 19,934 8,316
0 0 0 0 0 0 0 40,473 18,907
0 0 0 0 0 0 0 0 36
0 0 0 0 0 0 0 3,764 0
8,986 0 0 313 3 0 9,296 619,927 390,525
10,017 −3 −851 1,876 286 0 10,753 625,103 394,166
4
145 Fundamentals of the Company and the Group 145 Business Model
150 Research & Development 150 Economic Report 150 General Economic and
Sector-Specifi c Conditions 153 Course of Business 154 Rocket Share and
Capital Structure 154 Position of the Group 160 Position of the Company 162 Financial and Non-Financial
Performance Indicators 163 Events after the
Reporting Date
164 Forecast Report, Report of Opportunities and Risks
164 Forecast Report 165 Risk Report
167 Opportunities Report 168 Risk Report
Concern-ing the Use of Financial Instruments
168 Risk of Default 169 Liquidity Risk 169 Currency Risk
169 Dependent Company Report
170 Audit Opinion