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Valuation 22 DCF Analysis 22 Peer Group Multiples 23 Comparable Transactions Multiples 24 Triggers 25 Triggers & Drivers 25 Upcoming Corporate Events Calendar 26

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Valuation 22 DCF Analysis 22 Peer Group Multiples 23 Comparable Transactions Multiples 24 Triggers 25 Triggers & Drivers 25 Upcoming Corporate Events Calendar 26 Intershop Communications AG Sponsored Research Germany | Software & Computer Services Investment Research Full Company Report Reason: Initiation of coverage 25 June 2018 Accumulate Significant mid-term potential from cloud transformation from Share price: EUR 1.67 E-commerce software pioneer Intershop offers a competitive technology that closing price as of 22/06/2018 has suffered from low visibility in its relevant market in most recent years. Target price: EUR 1.85 Declines in revenue resulted into non-profitability paired with uninspiring share price development. With the help of software giant Microsoft, Intershop Upside/Downside Potential 11.1% intensifies its efforts to target the thriving B2B segment via a new cloud Reuters/Bloomberg ISHG.DE/ISH2 GY offering. This turnaround scenario with focus on revenue growth is a high risk Market capitalisation (EURm) 58 / high reward case, in our view. We initiate coverage with a target price of Current N° of shares (m) 35 EUR 1.85 and an Accumulate rating. Free float 62% Daily avg. no. trad. sh. 12 mth 23 Daily avg. trad. vol. 12 mth (m) 25.14 Price high/low 12 months 1.54 / 2.23 Intershop develops high-performance software suited for complex e-commerce Abs Perfs 1/3/12 mths (%) -4.86/-16.12/5.05 applications. In the last couple of years, the company suffered from low visibility Key financials (EUR) 12/17 12/18e 12/19e in its relevant market, leading to a sales decline from EUR 53m in 2013 to Sales (m) 36 37 43 EUR 34m in 2016. EBITDA (m) 3 3 4 EBITDA margin 7.9% 8.1% 10.1% Competition mainly arises from multi-national software players that EBIT (m) 0 1 2 incrementally acquired independent e-commerce software vendors over the last EBIT margin 1.2% 1.4% 3.7% years. In its relevant market, Intershop occupies 5% of the market. We think that Net Profit (adj.)(m) (1) 0 1 ROCE 2.2% 2.6% 7.6% the company is in a good position to participate in the growth of the B2B e- Net debt/(cash) (m) (6) (11) (11) commerce software market. Net Debt Equity -0.4 -0.5 -0.5 Net Debt/EBITDA -2.2 -3.7 -2.7 By cooperating with Microsoft, Intershop aims at establishing itself in the cloud / Int. cover(EBITDA/Fin.int) 8.5 24.8 58.7 subscription market and accessing a broadened customer universe. The EV/Sales 1.4 1.3 1.1 partnership encompasses a sales and technology partnership. Whereas the EV/EBITDA 17.7 15.7 10.8 EV/EBITDA (adj.) 75.6 61.4 23.8 former makes use of the huge Microsoft ecosystem in order to access new EV/EBIT nm 92.2 29.1 clients, the latter contains additional product offerings that complement P/E (adj.) nm nm 43.1 Intershop’s offering. P/BV 3.7 2.8 2.6 OpFCF yield -1.6% -0.2% 0.5% While the focus on the cloud business may temporarily slow down Intershop’s Dividend yield 0.0% 0.0% 0.0% EPS (adj.) (0.02) 0.01 0.04 sales growth in the short-term, group sales are expected to grow at 12% p.a. BVPS 0.48 0.60 0.64 over the next five years. At the same time, growth will enable operating leverage DPS 0.00 0.00 0.00 and should improve EBIT margin by 490bps to 6.1% by 2020. Based on the Shareholders growth scenario, FCF should follow the positive earnings development. Shareholder Value Management AG / Shareholder Value Beteiligungen AG 28%; Axxion SA (Luxembourg) 10%; Additionally, as many of Intershop’s former competitors were acquired by multi- national software companies, Intershop may well also draw attention from 2.30vvdsvdvsdy 2.20 potential acquirers, especially in light of the solution’s good reputation. A typical 2.10 premium paid for comparable public companies is at around 50% (at the last 2.00 1.90 trading day before announcement). 1.80 1.70 We calculate a DCF-based target price of EUR 1.85, which is 11% above 1.60 Friday’s close. We therefore initiate coverage with an Accumulate rating. 1.50 1.40 Comparing Intershop’s fundamentals to peer group multiples and to comparable Mai 17 Jun 17 Jul 17 Aug 17 Sep 17 Okt 17 Nov 17 Dez 17 Jan 18 Feb 18 Mrz 18 Apr 18 Mai 18 Jun 18 Source: Factset transactions multiples, we observe that Intershop’s multiples have significant INTERSHOP COMMUNICATIONS AG CDAX (Rebased) potential to re-rate if the company can deliver on its growth targets. Analyst(s) Dustin Mildner [email protected] +49 69 58997-438 Produced by: For important disclosure information, please refer to the disclaimer page of this report. All ESN research is available on Bloomberg, “ESNR”, Thomson-Reuters, S&P Capital IQ, FactSet Distributed by the Members of ESN (see last page of this report) Intershop Communications AG CONTENTS Investment case in six charts 3 Intershop at a glance 4 Key risks 5 Company profile & market environment 6 Intershop: reinventing an e-commerce pioneer 6 Facing fierce competition: Intershop in the e-commerce software market 10 SWOT analysis 15 Financials 16 P&L analysis 16 Cash flow analysis 18 Capital & credit analysis 19 Other relevant financial items analysis 20 Company guidance vs equinet estimates 21 Valuation 22 DCF analysis 22 Peer group multiples 23 Comparable transactions multiples 24 Triggers 25 Triggers & drivers 25 Upcoming corporate events calendar 26 Page 2 Intershop Communications AG Investment case in six charts Exhibit 1: Intershop offers a competitive solution... Exhibit 2: …with expandable market acceptance market share in top 1,000 German online shops Magento 142 Oxid Eshop 85 Shopware 64 Hybris 53 Demandware 32 osCommerce 29 IBM Websphere 20 Intershop 19 PlentyMarkets 16 xt:Commerce 13 Novomind 13 not identified / other 514 0 200 400 600 Source: Forrester, August 2017 Source: iBusiness, EHI, equinet Research Exhibit 3: With the help of Microsoft… Exhibit 4: …Intershop targets the transition to the cloud… EUR m 15 12 9 6 3 0 2017 2018e 2019e 2020e Licenses (E) Cloud and Subscription (E) Source: Intershop company presentation Source: Intershop, equinet Research Exhibit 5: …and the return to growth Exhibit 6: As an add-on ISH might be a M&A candidate Year of Investor Sales & EBIT margin Buyer Target EUR m transaction type 60 10% 50 5% 2018 Adobe Systems Magento strategic 40 2018 Salesforce.com CloudCraze strategic 0% 2016 Oracle NetSuite strategic 30 -5% 2016 Salesforce.com Demandware strategic 20 2015 Permira Magento financial -10% 10 2014 Siris Capital Digital River financial 0 -15% 2013 SAP Hybris strategic 2014 2015 2016 2017 2018e 2019e 2020e 2011 Oracle ATG strategic Revenue EBIT margin (rhs) 2011 eBay GSI Commerce strategic 2011 eBay Magento strategic Source: Intershop, equinet Research Source: Factset, equinet Research Page 3 Intershop Communications AG Intershop at a glance Exhibit 7: Intershop at a glance Business units Licenses Maintenance Cloud / Subscription Services Intershop Commerce Suite builds the core of the product offering. The commerce platform can be employed "ready-to-use" or on a modular basis according to customers' needs. Intershop's solutions contain Products & commerce management, product information management, experience management as well as omni-channel order management. Deployment modes are either on-premise, per private cloud or as CaaS services (Commerce-as-a-Service). Services include strategic digital consulting, project management, complete or partly operation of the commerce business (Full Service Commerce), as well as training and support. Globally, more than 300 customers, which are mainly active in the manufacturing, retail / wholesale, automotive, and energy industries. Customers Top 25 customers account for c. 66% of revenue. Market share & In its relevant market segment, Intershop accounts for c. 5% of market share, while in the total e-commerce software market Intershop solutions are implemented in less than 2% of all online shops. Intershop is an positioning engineering-driven company, with a focus on a strong performance and a reliable system, thus a quality-oriented company. Increasing internet penetration (+) Underlying growth in e-commerce business and associated shift from brick-and-mortar retail to e-commerce / omni-channel commerce (+) Drivers Changing B2B buyer demographics towards a more digital native buyer group (+) Amazon move into B2B e-commerce business (substitution via marketplaces and strong independent online shops) (-) Main competitors: Hybris (by SAP), WebSphere Commerce (by IBM), Oracle NetSuiteCommerce (B2B solution by Oracle), Oracle Commerce Platform (by Oracle), CloudCraze (B2B solution recently acquired by salesforce.com), Salesforce Commerce (formerly Demandware, B2C solution by salesforce.com), Magento Commerce (recently acquired by Adobe) Main competitors Non-listed competitors: Insite Software (B2B solution), OROCommerce (B2B solution), Shopware (strong German presence), OXID eSales (strong German presence) Strategy: Guidance (21/02/2018): equinet Consensus (I) "Cloud first" RevenueSlight increase Revenue EUR 37m EUR 37m Strategy, (II) B2B Focus, tilted towards SMB via CaaS offering y/y 3.7% 3.2% guidance & (III) Extending technological functionalities and sales channels via Microsoft partnership consensus (IV) Strengthening marketing capabilities EBIT Slightly positive EBIT EUR 0.5m EUR 0.1m EBIT margin 1.4% 0.3% Sales (EURm) 35.8 EBITDA 2.8 EBIT (EURm) 0.4 5Y sales CAGR 0.9% 2017 y/y 4.7% Margin 7.9% Margin 1.2% Organic growth y/y 4.7% Sales split by product / service Sales split by region Group financial development 60 6.1% 8.0% 6.0% 17% 15% 50 3.7% 4.0% 40 1.2% 1.4% 0.4% 2.0% Europe License Sales 30 0.0% Sales & EBIT 10% -2.0% split 20 Maintenance Sales U.S.A.
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