export packaging, supply chain & thermoforming - d.logistics ag · 2019. 8. 16. · consumer...
TRANSCRIPT
D.L
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2008
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2008
Amounts in € million 2008 2007 Change (%)
Results of operations
Revenue (total) 336.7 337.7 (0.3)
Germany 183.7 185.7 (1.1)
Rest of the World 153.0 152.0 0.7
International revenue ratio (%) 45.4 45.0 —
EBITDA 24.0 20.8 15.6
EBIT 14.6 12.3 18.9
EBT 9.9 7.9 26.0
Income tax expense 2.5 (4.0) —
Income for the period 12.4 3.9 216.4
of which attributable to minority interests 0.9 1.1 (23.2)
of which attributable to the shareholders
of the parent company
11.5 2.8 316.4
Earnings per share (EPS), (€) 0.257 0.065 295.4
Balance sheet
Noncurrent assets 156.8 148.5 5.6
Current assets 80.3 88.6 (9.4)
Balance sheet total 237.1 237.1 0.0
Equity 96.7 83.3 16.2
Liabilities 140.4 153.8 (8.8)
Equity ratio (%) 40.8 35.1 —
Net financial liabilities 49.0 55.4 (11.6)
Cash flow / investments
Cash flow from operating activities 15.7 16.0 (1.9)
Cash flow from investing activities (0.5) (24.8) (98.0)
Cash flow from financing activities (15.7) 9.8 —
Investments in property, plant and equipment 7.2 5.2 37.3
Employees
Employees (average) 3,187 3,051 4.5
Personnel costs 104.3 104.4 (0.1)
Key Figures for the D.Logistics Group
To Our Shareholders
002
Foreword by the Executive BoardDear shareholders, The start of the financial year 2009 has been marked
by bad news and an uncertain outlook at a global level. In this context, we
are particularly pleased to be able to report to you that D.Logistics AG has
achieved its goals for 2008. While we too are noticing some of the effects
of the economic crisis, there are no grounds for pessimism. We had already
emerged in strengthened form from a successful consolidation phase back in
2005. Many companies have yet to go through this process. D.Logistics AG,
however, sees itself well-positioned to succeed even in difficult times.
Over the past few years, we have consistently transformed the D.Logistics
Group into an industrial services provider focusing on packaging services.
Today, we offer our customers flexible services throughout the packaging
logistics sector. We adapt to the market’s requirements and develop solu-
tions that suit our customers’ needs down the ground.
We have fulfilled our planning targets for 2008. Following its transformation, D.Logistics AG is now well-positioned to face difficult times.
003
This evolution into an intelligent service provider was the correct decision.
Concentration on our competences as a packaging specialist for the indus-
trial sector was a key factor behind our positive annual net profit in 2008.
Our Industrial Goods Packaging segment recorded an extremely positive
performance, exceeding the original goals for this segment and making a
key contribution to our increased income. D.Logistics Group’s operating
result of € 14.6 million corresponded to an increase of 19 % on 2007. Net
result after minorities more then quadrupled to € 11.5 million. Sales were
roughly unchanged at € 337 million. A portion of the increased income is
due to tax income of € 4.6 million which is the result of a profit transfer
agreement with our subsidiary Deufol Tailleur GmbH. However, even with-
out this effect D.Logistics Group has realized a significant improvement
in its net income.
Overall, the annual financial statements for 2008 are in line with our
planning published during the year. We are very satisfied with this result.
However, we are also aware that it could have been better.
Increased operating result due to a positive performance by the Industrial Goods Packag-ing segment.
004
With a successful performance in the USA we might have exceeded our
planning targets. Instead, the negative result of our US activities had an
unfavorable impact on both the result for our Consumer Goods Packaging
segment and our overall results. In November and December 2008 in
particular, our US business fell short of our ambitions. Accordingly, we
achieved no better overall result in the USA in 2008 than in 2007, and
clearly failed to match our forecasts of October 2007 regarding our busi-
ness performance in America.
The fact that we were nonetheless able to finish 2008 with a satisfactory
overall result reflects D.Logistics Group’s solid situation. It is also clear that
far better results may be expected if we succeed in activating our potential
in the USA. We have already taken steps and made efforts here which have
yielded more efficient cost structures. We also acquired new business in
the USA in 2008 which will lead to a sales increase in 2009. Particularly
noteworthy is the successful expansion of our business relationship with
the lighting products manufacturer Osram Silvana.
Unfavorable US business performance. However, a positive response mean better results can be expected in 2009.
005
In Europe, we have also expanded our existing customer relationships.
In Belgium, D.Logistics Waremme S. A. concluded a new contract with
Mölnlycke Health Care, one of the world’s leading manufacturers and sup-
pliers of products for the healthcare sector and hospitals. The contract has
a term expiring 2018 and covers the further expansion of its European dis-
tribution center in Belgium. In Germany, our subsidiary Dönne + Hellwig
Logistics GmbH received an order covering the internal supply system for
the AUDI works at Ingolstadt and Neckarsulm. Here, our Company was able
to draw on the positive experience it gained in similar projects for Infineon
and Infraserv Logistics.
A particularly notable success in 2008 was Dönne + Hellwig Logistics
GmbH’s winning of an order put out to tender by our customer Procter &
Gamble. The invitation to tender covered extensive packaging services such
as shrink-wrapping, display packaging, labeling and enclosure of products
for special campaigns. The contract’s term began on January 1, 2009. The
packaging services are provided at Procter & Gamble’s new “Customization
Center” in Euskirchen. This new packaging center is around 10,000 m2 in
size and is thus one of the largest of its kind in German-speaking Europe.
The volume of this order is considerable and is equivalent to acquiring a
new customer. It will create up to 150 new jobs in the D.Logistics Group.
Successful expansion of existing customer relationships. Key major order from Procter & Gamble in specially developed packaging center.
006
This success also reflects our positive collaboration with Procter & Gamble
and is the result of an improved and intensified customer relationship
management system. This is one example which clearly illustrates how
D.Logistics AG is succeeding in growing with its customers and developing
optimal packaging solutions in close cooperation with them. Establishing
ourselves as an “intelligent solutions provider” was one of the key goals
of our restructuring program over the past few years: added value for our
customers through a working relationship based on partnership.
We will continue to develop this successful model in future. Precisely
in view of the turbulence to which the global economy is exposed in 2009,
our stable customer base and our positive relationships with our clients
represent important potential for D.Logistics AG. 2009 will not be an easy
year either for companies or for national economies. We too have not sur-
vived this trend unscathed, and it has proved more dramatic than we had
predicted even at the end of 2008. Both the beginning of 2009 and the end
of the last fiscal year failed to live up to our expectations. Today, no one can
reliably predict the ultimate effects of the economic crisis in the remainder
of the year. Our predictions for 2009 are also influenced by our customers’
assessments, and forecasts here are currently subject to a considerable
degree of uncertainty.
Improved customer re-lationship management system. As a service pro-vider, D.Logistics designs intelligent packaging solutions.
Economic outlook for 2009 is subject to con-siderable uncertainty. D.Logistics is also notic-ing the effects.
007
We nonetheless expect to come through this crisis favorably. On the
one hand, as already mentioned above, we have a very solid clientele.
D.Logistics Group is extremely well-placed and has a strong market
position in its industry. This is apparent not only in Germany but also in our
Belgian and Italian business segments. In addition, D.Logistics Group’s de-
velopment and transformation over the past few years was a process which
is now a source of strength. We have successfully overcome a business cri-
sis. Turning points and important strategic decisions lie behind us. The out-
come of this is a solid structure and financial position which now enables
us to cope with crisis situations. We already proved this in 2008, where we
were able to compensate for negative segment trends through success in
other sectors. 2009 will be a difficult year for many companies. We too are
feeling the effects of the crisis. Nonetheless, our outlook for the current fis-
cal year – supported by our stable core business – remains positive. While
we predict falls, particularly in terms of sales, we expect our US business
to provide an improved earnings contribution in 2009. Our performance in
the US is therefore particularly significant for this year’s Group result.
Strong market posi-tion, solid clientele – D.Logistics AG is well- placed to handle an economic crisis.
Despite an expected fall in sales, the outlook for 2009 remains positive. The performance of our US business is important.
008
We see no grounds for pessimism or for a crisis atmosphere for D.Logistics
Group. On the contrary, we envisage further positive trends and favorable
opportunities for our Company in 2009. Together with our employees,
partners and customers, we shall make a committed and prudent effort
to improve ourselves further in 2009 and safeguard our business success.
Detlef W. Hübner CEO
Andreas Bargende COO
Tammo Fey CFO
009
Our Goals We are expanding the business of logistics – with comprehensive solutions for logistics and related industrial services. We specialize in industrial and consumer goods packaging. Our subsidiaries realize specialist solutions and lo-gistics concepts worldwide – for all industries and for every size of business. We boost our customers’ output through an extension of the process chain and innovative services.
Our expertise is your advantage – the D.Logistics Group is a strong partner in global competition.
010
011
Industrial Goods Packaging
The execution of challenging logistics tasks re-lating to industrial goods packaging and deliv-ery requires a particular degree of specialist knowledge and logistical expertise. Whether you need to deliver to a neighboring country or around the globe – no packaging task is too de-manding for us. The customer places an order with us, we do the rest.
Our considerable experience in this field enables us to respond to every customer wish and find the best packaging solution for every product.
012
013
Consumer Goods Packaging
Our quality lies in our overall vision. For us, packaging logistics for articles of consumption starts with design and procurement and finishes with the end-customer. Packaging means pro-tection, manageability and sales presentation all in one. From production to distribution, we know what counts – and this quality has its own rewards: an especially high level of customer loyalty.
D.Logistics’ packaging expertise has long been exploited by many European and US companies. Its customer base grows year-by-year.
014
015
Warehouse Logistics
A warehouse marks the point of intersection for the full range of logistics services. In modern warehouse logistics, processes are smoothly integrated: incoming goods, commissioning, packaging, transport scheduling and distribu-tion. For this reason, we already consider the full logistics chain when planning a warehouse, and optimally integrate our warehouse manage-ment system in a company’s business pro-cesses – where necessary, even from inside the company.
With our experts, our customers’ warehouse logistics needs are in ideal hands.
016
Key to Symbols Basis of Preparation
Scope of Consolidation
Consolidated Income Statement Disclosures
Consolidated Balance Sheet Disclosures
Consolidated Cash Flow Statement Disclosures
Other Disclosures
Segment Information
Supplementary Disclosures
017
001 To Our Shareholders 002 Foreword by the Executive Board 017 Table of Contents 018 Report of the Supervisory Board 022 Corporate Governance 026 The Share
028 Management Report 030 Business and Economic Environment 040 Results of Operations, Financial and Asset Position 051 Reports on Dependence, Events After the Balance Sheet Date and Expected Developments 058 Risk Report 063 Remuneration Report
066 Consolidated Financial Statements 068 Consolidated Income Statement 069 Consolidated Balance Sheet 070 Consolidated Cash Flow Statement 071 Consolidated Statement of Changes in Equity
072 Notes to the Consolidated Financial Statements 072 General Information 072 Basis of Preparation 082 Scope of Consolidation 085 Consolidated Income Statement Disclosures 090 Consolidated Balance Sheet Disclosures 103 Consolidated Cash Flow Statement Disclosures 104 Other Disclosures 110 Segment Information by Business Division and Region 113 Supplementary Disclosures 116 Auditors’ Report 117 Responsibility Statement by the Management
118 Facts & Figures 120 Information on D.Logistics AG 120 Income Statement of D.Logistics AG 121 Balance Sheet of D.Logistics AG 122 Key Subsidiaries of D.Logistics AG 123 Glossary 124 Key Group Figures – Five-Year Overview 126 OperatingSubsidiaries/AffiliatesofD.LogisticsAG 128 Imprint / Financial Calendar
Table of Contents
018 To Our Shareholders Report of the Supervisory Board
Report of the Supervisory BoardIn the year under review, the Supervisory Board performed the duties assigned to it by law
and the Articles of Association. It regularly advised the Executive Board on matters relating
to the management of the Company, and monitored the management of the Company’s busi-
ness activities. The Supervisory Board was directly involved in all decisions of fundamental
importance for the Company. This is based in particular on a detailed catalog of transactions
requiring the prior approval of the Supervisory Board, which is contained in the by-laws for
the Executive Board. This catalog is adjusted on an ongoing basis in accordance with the
changing requirements.
During the reporting period, the Executive Board informed the Supervisory Board, both
verbally and in writing, of all relevant issues concerning the Company’s position and mate-
rial business transactions. The Supervisory Board receives a monthly report consisting
of a current income statement for the Group and its three divisions, as well as overviews of
the development of sales and operating results at the individual subsidiaries together with
target / actual comparisons and corresponding prior-period figures. The Supervisory Board
regularly submits questions to the Executive Board on the basis of this data, which the Ex-
ecutive Board then answers accordingly.
In addition, there was a comprehensive exchange of opinions between the Chairman of
the Supervisory Board and the Executive Board on other current issues. The Chairman
informed the other members of the Supervisory Board about these discussions in detail.
Meetings of the Supervisory Board
The Supervisory Board discussed the reports of the Executive Board and other decision pa-
pers in a total of four meetings and also in frequent telephone conversations, and discussed
them in detail with the Executive Board.
In 13 cases, resolutions were adopted outside meetings. In all of these cases, these urgent
decisions – that could not be delayed until a regular Supervisory Board meeting – were pre-
ceded by an in-depth exchange of information by e-mail and / or telephone.
Key Topics of Discussion
The main topic of discussion between the Supervisory Board and the Executive Board in the
year under review remained the further development of the Group. Continuing integration of
the acquisitions made in the previous year in the Industrial Goods Packaging sector was nec-
essary in order to realize synergies; this goal was largely achieved.
At its meeting held on March 31, 2008, the Supervisory Board examined in detail the finan-
cial planning for 2008. According to the by-laws for the Executive Board, the financial plan
must be directed to the Supervisory Board prior to its publication. Following a discussion with
the Executive Board of the forecast for key subsidiaries (US companies, So. Ge. Ma. S. p. A.,
Walpa GmbH and Logis Group) – which is included in the valuation of these investments –
and the envisaged business trend in the Industrial Goods Packaging segment, the Supervisory
Board had no reservations regarding the planning.
019To Our ShareholdersReport of the Supervisory Board
These considerations were further deepened in relation to the US companies. This was due
to these companies’ performance – which remained unsatisfactory in the first half of 2008 –
and to decision papers concerning the acquisition of the remaining 15 % of the shares from
the previous family of owners, the Franks, and the grant of a shareholder loan. The valuation
methods for these firms were discussed in detail with the auditors, with the result that no valu-
ation adjustments were necessary at that time (spring 2008). In the second half of the year, the
results of these companies then improved considerably in relation to the first half of the year.
The key issue at both Supervisory Board meetings on October 2 and December 11, 2008
was the extension due in 2009 of the employment contracts of all the members of the Execu-
tive Board. The issue of an improved performance-based remuneration system was particu-
larly significant here. These negotiations had not yet been finalized in the year under review.
Other Topics of Discussion
On January 8, 2008, the Supervisory Board agreed to the investment program of D.Logistics
Waremme S. A. totaling approx. € 6.3 million, following a detailed assessment of the underly-
ing contract and the relevant calculations which were found to be plausible.
On May 2, 2008, the Supervisory Board granted its consent to the conclusion of a profit and
loss transfer agreement with Deufol Tailleur GmbH on the basis of a previous telephone con-
ference between the members of the Supervisory Board and the Chairman of the Executive
Board, where the Executive Board presented current model calculations for the expected tax
consequences.
On April 11, 2008, the Supervisory Board agreed to a capital increase of € 584 thousand
for our Italian equity investment So. Ge. Ma. S. p. A. This was necessary to balance out a loss
in 2007. In 2008, the loss-making situation was terminated in Italy, so that no further capital
injections are required there at present.
The declaration of conformity in accordance with section 161 of the German Stock Corpo-
ration Act was unanimously approved and submitted by the Executive Board and the Super-
visory Board in February 2008.
Committees
In 2008, the audit committee’s activities (preparation of accounting and risk management
issues, the necessary independence of the auditors, the grant of the audit engagement to the
auditors, the specification of key areas for the audit and the fee agreement) were once again
performed by the members of the Supervisory Board. Since the Supervisory Board only
has three members and the members of the audit committee – and the Supervisory Board
thus would be the same people, the waiver of the audit committee – which is not mandatorily
required by law – has no effect on operating procedures and no negative impact on efficiency.
020 To Our Shareholders Report of the Supervisory Board
Audit of the Single-Entity and Consolidated Financial Statements
In accordance with the resolution passed by the Annual General Meeting on June 17, 2008
and the subsequent audit engagement issued by the Supervisory Board, the annual financial
statements for the fiscal year from January 1 to December 31, 2008 prepared by the Execu-
tive Board in accordance with the German Commercial Code, as well as the management re-
port of D.Logistics AG, were audited by Ernst & Young AG, Wirtschaftsprüfungsgesellschaft,
Eschborn / Frankfurt am Main, and issued with an unqualified audit opinion.
The consolidated financial statements of D.Logistics AG were prepared in accordance with
the International Financial Reporting Standards as stipulated by section 315a of the German
Commercial Code. The auditors issued the consolidated financial statements and the Group
management report with an unqualified audit opinion.
All documents relating to the annual financial statements, including the management
report and Group management report, the Executive Board’s proposal for the appropriation
of net profit and the audit reports issued by the auditors, were presented to the Supervisory
Board. The Supervisory Board examined these documents and discussed them in the pres-
ence of the auditors. The Supervisory Board concurred with the results of the audit and, based
on the results of its own examination, did not raise any objections. The Supervisory Board
approved the annual financial statements of D.Logistics AG for 2008 and the consolidated
financial statements at the meeting held on March 31, 2009. The annual financial statements
were thereby adopted. The Supervisory Board also approved the Executive Board’s proposal
for the appropriation of net profit.
Dependence Report
The Executive Board has also compiled a report regarding the Company’s relationships with
associates and presented this to the Supervisory Board together with the audit report produced
by the auditors. The auditors have issued the following audit opinion for the report:
“In accordance with our due audit and assessment, we confirm that
1. the factual information in the report is correct,
2. for the legal transactions stated in the report, the Company’s performance was not inap-
propriately high.”
Within the framework of its own audits of the report regarding the Company’s relationship
with associates, the Supervisory Board has determined that no objections are applicable and
agrees with the auditors’ findings.
021To Our ShareholdersReport of the Supervisory Board
Composition of the Executive Board and the Supervisory Board
Prof. Dr.-Ing. Kai Furmans was reappointed as a member of the Supervisory Board for a period
of three years by the Annual General Meeting held on June 17, 2008. The membership of the
Supervisory Board therefore remains unchanged. The same is true of the Executive Board.
The Supervisory Board would like to thank the management and all the employees of the
Company for their commitment and dedication in fiscal year 2008.
Hofheim, March 31, 2009
The Supervisory Board
Dr. Wolfgang FriedrichChairman
022 To Our Shareholders Corporate Governance
Corporate GovernanceResponsible Corporate Management
The term “corporate governance” stands for responsible corporate management and control
that is geared towards long-term value creation. It relates primarily to the way in which the
management bodies operate, the cooperation between them, and the monitoring of their ac-
tions. Key aspects of good corporate governance include respect for shareholder interests,
efficient cooperation between the Executive Board and the Supervisory Board, ensuring that
the interests of the Company are given priority in the case of conflicts of interest, and open and
transparent corporate communication.
Corporate governance forms an integral part of corporate management at D.Logistics, which
is aimed at increasing enterprise value. The key provisions of the Code are documented in the
Articles of Association and the by-laws of the Executive Board and the Supervisory Board, and
are observed by the management when performing all business activities.
Further information on the activities of the Supervisory Board and the cooperation between
the Executive Board and the Supervisory Board can be found in the Report of the Supervisory
Board starting on page 18. The report on the remuneration of the Executive Board and the
Supervisory Board is contained in the management report on page 64.
The Executive Board
The Executive Board of D.Logistics AG currently consists of three members. The by-laws set
out the competencies of the Executive Board as a whole, as well as those of the Chairman and
the individual members of the Executive Board. The areas of responsibility of the individual
members of the Executive Board are defined in an organizational chart. The management
structure of the Executive Board reflects the global orientation of the Company and its func-
tion as a holding company.
The members of the Executive Board are jointly responsible for managing the Company’s
business activities. The Executive Board determines the Group’s business targets, fundamental
strategic orientation, corporate policy and organizational structure. In particular, this includes
the management of the Group and its financial resources, the development of its human
resources strategy, appointments to management positions within the Group and the profes-
sional development of senior executives, as well as the presentation of the Group to the capi-
tal markets and the public as a whole. The Executive Board is also responsible for coordinat-
ing and monitoring the divisions in accordance with the defined Group strategy.
The Supervisory Board
The Supervisory Board has three members. It monitors and advises the Executive Board in
its management of the Company’s business activities, and is responsible for business devel-
opment, profit planning and further strategic development. It issues the audit engagement to
the auditors and approves the single-entity and consolidated financial statements. It also ap-
points and dismisses the members of the Executive Board, working in conjunction with the
latter to ensure long-term succession planning. Any transactions or measures resolved by the
Executive Board that materially impact the asset ratios, financial ratios or results of opera-
tions of the Company require the prior approval of the Supervisory Board. These are listed in
a catalog of transactions requiring approval, which is contained in the by-laws for the Execu-
tive Board of D.Logistics AG.
023To Our ShareholdersCorporate Governance
In its report to the Annual General Meeting, the Supervisory Board describes any conflicts
of interest and how they were treated. Material conflicts of interest relating to a member of
the Supervisory Board that are not merely temporary should result in the termination of that
person’s membership of the Supervisory Board. In the year under review, there were no con-
flicts of interest relating to members of the Supervisory Board of D.Logistics AG.
Shareholders and Annual General Meeting
Shareholders exercise their rights and vote at the Annual General Meeting. Each share of
D.Logistics AG entitles the holder to one vote. There are no shares with multiple voting rights,
preferential voting rights or maximum voting rights. The Annual General Meeting resolves on
a number of key issues, including the appropriation of net profit and the approval of the ac-
tions of the members of the Executive Board and the Supervisory Board, the election of the
auditors, and the election of the members of the Supervisory Board. In addition, the Annual
General Meeting resolves on amendments to the Articles of Association, corporate measures,
and the authorization of certain intercompany agreements.
Accounting and Auditing
The consolidated financial statements of the D.Logistics Group are prepared in accordance
with the International Financial Reporting Standards (IFRS). The single-entity financial state-
ments of D.Logistics AG are prepared in accordance with the German Commercial Code.
The auditors are elected by the Annual General Meeting in accordance with the relevant
statutory provisions. The Supervisory Board prepares the proposal to the Annual General Meet-
ing on the election of the auditors. To ensure their independence, the Supervisory Board
must obtain from the auditors a declaration concerning any grounds for disqualification or par-
tiality. In issuing the audit engagement to the auditors, it is agreed that
the chairman of the Supervisory Board will be informed immediately of any grounds for
disqualification or partiality on the part of the auditors which arise during the performance
of the audit,
the auditors will report without delay on all facts and events of importance for the tasks
of the Supervisory Board which arise during the performance of the audit, and
the auditors will inform the chairman of the Supervisory Board and / or note in the Audi-
tors’ Report if, during the performance of the audit, they become aware of facts which
show a misstatement in the declaration on the German Corporate Governance Code sub-
mitted by the Executive Board and the Supervisory Board.
024 To Our Shareholders Corporate Governance
Risk Management in the Group
D.Logistics has a risk management system that reflects the Company’s global orientation.
The risk management system forms part of the planning, control and reporting process, and
is intended to ensure that the Company’s management identifies material risks at an early
stage and is able to take measures to counteract these risks. The Chairman of the Supervisory
Board remains in regular contact with the Executive Board to discuss issues relating to risk
management, as well as the strategy and business development of the Group.
Transparency and Communications
D.Logistics provides shareholders, financial analysts, shareholders’ associations, the media
and other interested parties with regular information on the financial position of the Com-
pany and key developments in its business activities. Information is published in line with
the principle of fair disclosure. Accordingly, D.Logistics AG makes new information available
to all shareholders and other interested parties at the same time as this information is dis-
seminated to financial analysts and institutional investors. To ensure that information is pro-
vided in a timely manner, D.Logistics uses the Internet and other means of communication.
A Financial Calendar lists all the dates of key publications (e. g. the Annual Report, Interim
Reports or the Annual General Meeting) well in advance. The Financial Calendar can be
found on the page “Key Data for the D.Logistics Group” at the beginning of this Annual Re-
port, and can also be accessed online at www.dlogistics.com.
In addition to its regular reporting, D.Logistics immediately publishes any new informa-
tion that could have a significant effect on the Company’s share price (ad hoc disclosures).
In accordance with statutory requirements, D.Logistics also issues a statement immediately
after receiving notification that a shareholder’s stake in the Company has reached, exceeded
or fallen below the thresholds of 3 %, 5 %, 10 %, 25 %, 30 %, 50 % or 75 % of the voting
rights in D.Logistics AG, whether by way of acquisition, disposal or otherwise. Furthermore,
in accordance with statutory requirements, details of transactions in financial instruments of
D.Logistics AG by members of the Executive Board or the Supervisory Board (and persons
defined by the German Securities Trading Act as related parties) are published promptly.
An overview of the transactions effected is also provided on the Company’s homepage
(www.dlogistics.com) under “The share” in the “Investor & Public Relations” section.
Shareholdings of Members of the Executive Board and the Supervisory Board
The Chairman of the Executive Board, Mr. Detlef W. Hübner, holds 52.3 % of the share
capital of D.Logistics AG, amounting to 23.1 million shares. Furthermore, the Executive
Board also holds 53 thousand shares and approx. 144 thousand options to subscribe for the
same number of D.Logistics shares. A detailed breakdown can be found under “Supplemen-
tary Disclosures” on page 113.
The members of the Supervisory Board do not hold any shares or options on shares in
D.Logistics AG.
025To Our ShareholdersCorporate Governance
Declaration of Conformity with the German Corporate Governance Code
The declaration of conformity issued by the Executive Board and the Supervisory Board
of D.Logistics AG in February 2009 in accordance with section 161 of the German Stock
Corporation Act is available on the Internet at www.dlogistics.com. In the declaration of
conformity, the Executive Board and the Supervisory Board of D.Logistics AG state that the
Company complies with most of the recommendations of the German Corporate Gover-
nance Code, and has done so in the past. The Executive Board and the Supervisory Board of
D.Logistics AG intend to continue to observe the recommendations of the German Corporate
Governance Code in the version dated June 6, 2008 in future.
Only in the following cases D.Logistics AG does not comply with the recommendations of
the Code:
Comprehensive non-competition obligation for members of the Executive Board
(section 4.3.1 of the Code)
Not all members of the Executive Board are subject to a comprehensive non-competition ob-
ligation. However, the Supervisory Board and the Executive Board must be informed of any
ancillary activities performed.
Committees of the Supervisory Board (section 5.3 of the Code)
The Supervisory Board did not formed any committees, in particular no nomination commit-
tee and also no audit committee anymore. Since the Supervisory Board is composed of only
three members, the members of the committees would necessarily be identical with the
Supervisory Board.
Age limit for members of the Executive Board (section 5.1.2 of the Code)
and the Supervisory Board (section 5.4.1 of the Code)
No age limit has been specified for the members of these bodies, as their physical and men-
tal capacity is given appropriate consideration as part of the selection process regardless of
their age.
Remuneration of members of the Supervisory Board (section 5.4.7 of the Code)
The remuneration paid to members of the Supervisory Board currently only contains a fixed
component. The exercise of Chair and Deputy Chair positions and membership in committees
is not considered separately. Due to the small size of the Supervisory Board (three members),
only the Chairman can be considered as bearing additional responsibility.
Publication of consolidated financial statements within 90 days
(section 7.1.2 of the Code)
Due to the large number of companies included in the consolidated financial statements, it was
not possible to publish the statements within the required time after the end of the respective
reporting periods. The Company will endeavor to comply with this recommendation in future.
026 To Our Shareholders The Share
The Share2008 Deep in the Red for Shares
In the past year, the global stock markets were dominated by the financial and economic crisis.
This marked the end-point of a five-year boom on the stock markets. 2002 was a similarly
poor year for shares in Germany, while in the USA one has to go as far back as 1931 to find
a price collapse of this magnitude.
The MSCI World index fell around 42 %. On the leading US stock exchange, prices fell by
nearly 34 %, measured on the Dow Jones Index, and the NASDAQ technology exchange lost
over 40 %. On the European stock markets, the EURO STOXX 50 fell more than 44 %. In Eu-
ropean terms, in 2008 Germany recorded a mid-table result in the leading country indexes,
with a fall of 39.5 % measured on the DAX – though this was eased by the price gains real-
ized by the VW share. The small caps’ performance was considerably worse; the SDAX lost a
good 46 % in the course of the year. The CDAX, which maps the broad market and includes
the D.Logistics share, lost 42.6 %.
D.Logistics Share Records Disproportionately Low Fall in Value
The D.Logistics share closed the year with a price loss of 43.6 % and therefore performed
slightly better than the sector index of logistics stocks quoted in the prime standard (prime
logistics), which lost a good 47 %.
Following a comparatively weak start to the year, in the second half of the year in particu-
lar our share significantly outperformed the benchmark indexes and closed the period under
review at a price of € 1.10.
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
D.Logistics AG CDAX Prime Logistics
Volumein€million Pricefluctuationin€
110
100
90
80
70
60
50
40
30
20
10
5
0
2.0
1.5
1.0
0.5
0
Relative performance of the D.Logistics Share
indexed, as %, January 1 – December 30, 2008
Key figures for the share 2008 2007
figuresin€
Earnings per share 0.26 0.07
Equity per share 2.19 1.86
Equity ratio (%) 40.79 35.12
Dividend — —
Peak price 1.94 2.79
Lowest price 0.85 1.76
Closing price for the year 1.10 1.95
Daily trading volume (Ø, units) 48,296 113,610
Number of shares 44,154,978 44,668,395
Market cap. (€ million) 48.57 87.10
Key information for the D.Logistics share
German Securities Code Number 510 150
International Securities
IdentificationNumber(ISIN)
DE0005101505
Stock exchange code LOI
Reuters Frankfurt LOIG.F
Reuters Xetra LOIG.DE
Bloomberg LOI GY
027To Our ShareholdersThe Share
Share Repurchase Program Launched
On September 29, 2008, the Executive Board of D.Logistics AG approved a share repurchase
program and the subsequent withdrawal of the acquired shares.
Repurchasing began on October 1, 2008 and will be completed no later than March 31,
2009. Overall, up to 1,200,000 shares of the Company are to be repurchased. Notice of all re-
purchases is provided on the website of D.Logistics AG (www.dlogistics.com).
In 2008, 513,917 of the Company’s own shares were purchased for an average price of
€ 1.0327 and withdrawn as of December 31.
Subscribed Capital Decreased by 1 %
The registered share capital decreased in the past fiscal year due to withdrawn shares by
€ 513,417, from € 44,668,395 to € 44,154,978, and is divided up into the same number of
no-par value shares to bearer.
The number of shares admitted to stock market trading remained constant in relation to
December 31, 2008, at 46,292,011 units.
An amount of € 19,263,858 remained unchanged as Approved Capital as of December 31,
2008 for the issuance of new shares in return for cash contributions or contributions in kind.
Shareholder Structure – CEO Detlef W. Hübner has Majority Holding
D.Logistics AG’s ownership structure is crucially determined by the Company’s founder and
CEO, Detlef W. Hübner. On balance, in the past fiscal year his holdings were increased from
51.7 % to 52.3 % due to minor purchases and the withdrawal of shares as part of the repur-
chase program.
Significant Rise in Earnings per Share
The earnings per share result from dividing the result due to the shareholders of D.Logistics AG
by the weighted average number of shares in circulation. In fiscal year 2008, on average
44,603,246 units (previous year: 42,636,302) were in circulation. The earnings per share
on this basis were € 0.26 (previous year: € 0.07).
Convertible Bond to Expire in 2009
In December 2004, D.Logistics issued a convertible bond with a subscription right for its share-
holders to the value of € 7.2 million and with a coupon of 7.00 %. The bond has a time to
maturity expiring December 8, 2009 and could be converted into shares at an exercise price
of € 1.80 for the first time following the 2005 Annual General Meeting. In the second half of
2008, the bond’s holders exercised their conversion right with a volume of € 900, leading to
the fresh issue of 500 shares.
In the course of the year, the convertible bond was priced between € 82.02 and € 120.00
and closed the past period at a price of € 91.75.
Please see page 99 of the Notes to the Consolidated Financial Statements for detailed in-
formation on the structure of the convertible bond.
D.Logistics financial calendar
Annual Financial Statements 2008 April 7, 2009
Interim Report I / 2009 May 14, 2009
Annual General Meeting June 16, 2009
Interim Report II / 2009 August 13, 2009
Interim Report III / 2009 November 12, 2009
Convertible bond information
ISIN DE000A0DMK52
Volume of issues € 7.20 million
Already converted € 4.28 million
Outstanding volume € 2.92 million
Issue / redemption price € 100.00
Coupon 7.00 %
Maturity December 8, 2009
Closing price 2008 € 91.75
Quotation Over-the-counter
trading Frankfurt
Shareholder structure
as %
47.66
52.34
Other shareholders
Detlef W. Hübner
028
029
Management Report
030 + + Business and Economic Environment
040 + + Results of Operations, Financial and Asset Position
051 + + Reports on Dependence, Events After the Balance Sheet Date and Expected Developments
058 + + Risk Report
063 + + Remuneration Report
Notes 39, 40
Business and Economic EnvironmentDecentralized Structure of the D.Logistics Group
The D.Logistics Group has a decentralized organizational structure, with D.Logistics AG as
the ultimate holding company. In almost all cases, we have majority holdings in our invest-
ments. Please see the chapter “Facts & Figures” on page 126 for a summary of our operation-
ally active investments and their corporate structure.
As a management holding company, we do not have any operating business ourselves
and instead mainly perform management activities. These include specifying the strategic
business fields, strategic control, appointments to management positions and control of the
flow of capital within the Group. We also control risk management and supervise important
customers (key accounting). The holding also initiates and supervises Group-wide projects
such as “Business Development” and “Operational Excellence”.
The managing directors of the subsidiaries have a high level of independence as they are
best able to assess regional specifics. Management comprises of annual budget planning,
target agreements and regular meetings. In addition, internal corporate governance guide-
lines specify consent requirements for specific types of transactions, e. g. investment schemes
exceeding a specific volume.
Core Features of the Group
The D.Logistics Group is a strong logistics partner for its customers, with finely-honed industry
and methodological expertise. Its core features are as follows:
Specialist for complex logistics solutions, focus on packaging
Specific industry know-how, particularly industrial goods (mechanical and plant engi-
neering, power station construction) and consumer goods (incl. automobile industry
and consumer goods producers)
Market leader in Germany for industrial export packaging
Strong IT expertise to fulfill individual customer requirements
Service-Oriented Segment Structure
In accordance with the main type of service they offer, D.Logistics AG’s equity investments
are based in the three business fields of Industrial Goods Packaging, Consumer Goods Pack-
aging and Warehouse Logistics.
Industrial Goods Packaging
The Industrial Goods Packaging segment comprises specific logistics activities for capital
and investment goods manufacturers. This mainly consists of the construction of packaging,
production of special packaging, export packaging logistics, long-term packaging and man-
agement of major logistics projects. The Group’s advanced IT expertise is a major factor for
success here. We also provide further industrial services such as disassembly services and
spare-parts logistics warehousing.
030 Management Report Business and Economic Environment
Legal Structure of the Group
Business Fields and Organizational Structure
Services
Notes 39, 40
Notes 39, 40
Consumer Goods Packaging
The Consumer Goods Packaging segment comprises logistics services for the consumer
goods industry. The main activities in this division are packaging design and production and
the entire spectrum from fully automated to manual packaging (displays). We also provide
support services such as warehouse planning and management, distribution logistics, trans-
port and document management and value-added services.
Warehouse Logistics
The Warehouse Logistics division’s main services are warehouse planning and management,
assembling, spare-parts logistics, just-in-time logistics and value-added services. Air cargo
handling is a further important service.
The following diagram provides an overview of our individual segments.
Majority of Locations in Germany
In connection with the business activities of the D.Logistics Group, the terms “location” and
“sales market” are more or less synonymous. As a service provider, we mainly provide our
services on a customer- and project-specific basis; as a rule, sales occur where the service
is provided.
In Germany, we have 54 locations which account for a total of 55 % of Group sales. The
rest of Europe – which accounts for around 29 % of business – comprises 24 operational
facilities in Belgium, France, Italy, Austria, the Slovak Republic and the Czech Republic. We
have two locations in the US, which provide around 16 % of sales.
The D.Logistics Group’s geographical presence is shown in the diagram on the following
two pages.
Number of locations
Industrial Goods Packaging 50
Consumer Goods Packaging 11
Warehouse Logistics 18
Business field summary Industrial Goods Packaging Consumer Goods Packaging Warehouse Logistics
Type of goods Highly specific goods,
e. g. production facilities
Bulk goods Bulk goods
D.Logistics know-how
Technical expertise Process and IT know-how International network Secure, reliable delivery
„Total Packaging Solution” Packaging design Design know-how Packaging technology
Process and IT know-how Coverage of all services,
from commissioning,
packaging, management
through to dispatch
Geographical focus Germany
Eastern Europe
Central Europe
USA
Central Europe
Industry focus
Mechanical and plant
engineering, power station
construction
Consumer goods,
automobile suppliers
Automobiles, chemicals,
electronics, healthcare,
consumer goods, airport
services (cargo handling)
Business and Economic Environment 031Management Report
Services
Locations and Sales Markets
Competitive Position
DE
ATFR
IT
CZSK
BE
Industrial Goods Packaging, 50 locations
Consumer Goods Packaging, 11 locations
Warehouse Logistics, 18 locations
D.Logistics AG
032 Management Report
Locations of the D.Logistics Group
Business and Economic Environment
US
Sales by region€ million
Germany
Rest of Europe
USA
Assets by region€ million
Germany
Rest of Europe
USA
183.7
97.9
55.2
120.6
64.1
42.1
Employees by regionD.Logistics Gruppe
Germany
Rest of Europe
USA
DE
ATFR
IT
CZSK
BE
1,847
706
615
033Management Report
Locations of the D.Logistics Group
Business and Economic Environment
High Level of Customer Loyalty, Varying Levels of Competition
The D.Logistics Group provides its services in a range of different competitive scenarios in
the various regions and business sectors.
The Industrial Goods Packaging segment continued to expand its strong market position in
Germany in 2008. A broad customer base and customer relationships of many years’ standing
are testimony to this segment’s successful performance in competition. In future, we expect it
to continue to consolidate its customer relationships and therefore its competitive position.
The orientation of the Consumer Goods Packaging segment is mainly product-specific and
in accordance with customer relationships. Due to the frequently strong level of integration
with customers, this sector is only subject to limited competition.
In the Warehouse Logistics segment, the intensity of competition varies. The in-house / out-
sourcing divisions are generally subject to a lower degree of competition due to their close
relationship with customers. Where warehouse logistics is provided in so-called “multi-user
structures”, i. e. multiple customers at a single warehouse, the D.Logistics Group does busi-
ness in a highly competitive environment. Successful future performance here hinges on pro-
viding customer-specific additional services.
Information in Accordance with Section 315 (4) of the German Commercial Code
Capital
As of December 31, 2008, the Subscribed Capital is € 44,154,978 (previous year: € 44,668,395)
and is divided up into the same number of no-par value shares to bearer. Each share provides
a single vote and there are no special membership rights or voting right restrictions.
As of December 31, 2008, Mr. Detlef W. Hübner, CEO of D.Logistics AG, holds an indirect
capital share of 52.3 % (previous year: 51.7 %) through Lion’s Place GmbH, Hofheim am
Taunus (previously Revlovers GmbH, Hofheim am Taunus).
An amount of € 19,263,858 remained unchanged as Approved Capital as of December 31,
2008 for the issuance of new shares in return for cash contributions or contributions in kind
(end of previous year: € 19,263,858). In accordance with the resolution passed by the Annual
General Meeting on June 29, 2004, the Company has been authorized to increase the Com-
pany’s share capital by up to € 19,263,858 by May 31, 2009.
In accordance with the resolution passed by the Annual General Meeting on June 17, 2008,
the Company has been authorized to purchase up to 4,466,839 of its own shares in the period
from June 17, 2008 to December 16, 2009; this corresponds to 10 % of the share capital as
of June 2008.
Appointment and Dismissal of the Executive Board
The appointment and dismissal of the Executive Board is regulated by section 84 in combina-
tion with section 85 of the German Stock Corporation Act; accordingly, the Supervisory Board
appoints the members of the Executive Board for a maximum period of five years. Where
multiple persons are appointed Executive Board members, the Supervisory Board may ap-
point one of these members as Chairman of the Executive Board. The Supervisory Board may
cancel an Executive Board appointment or an appointment to the position of Chairman of the
Executive Board for good cause.
034 Management Report Business and Economic Environment
Competitive Position
Information in Accordance with Section 315 (4) of the German Commercial Code
At D.Logistics AG, the appointment and makeup of the Executive Board is regulated in section 8
of the Articles of Association, in accordance with the relevant statutory provisions. Accord-
ingly, the Executive Board has at least two members, who are appointed by the Supervisory
Board. The Supervisory Board also specifies the number of Executive Board members and
may appoint a Chairman of the Executive Board and a Deputy Chairman.
Changes to the Articles of Association
Changes to the Articles of Association are regulated in accordance with section 179 and sec-
tion 133 of the German Stock Corporation Act. Paragraph 1 of section 179 specifies that any
change to the Articles of Association requires a vote by the Annual General Meeting. The
Annual General Meeting may assign to the Supervisory Board the power to make changes
pertaining to the version only. Paragraph 2 states that an Annual General Meeting resolution
requires a majority of the share capital represented at the vote, at least three quarters. The
Articles of Association may specify a different equity majority, but may only specify a larger
equity majority for a change to the Company’s purpose of business. It may also specify
further requirements.
The Articles of Association of D.Logistics AG do not stipulate any different equity majori-
ties or other requirements. In the case of D.Logistics, section 14 of the Articles of Association
authorizes the Supervisory Board to make changes pertaining to the version only.
Further disclosures in accordance with section 315 (4) of the HGB are provided in the
Remuneration Report.
Internal Control System
The Company’s control instruments are intended to support the goal of a long-term in-
crease in enterprise value and are oriented in accordance with profitable sales growth.
D.Logistics AG controls its subsidiaries in accordance with their growth perspectives and
individual income situations.
For this purpose, it has a planning and budgeting process comprising both targets (top-
down planning) and detailed planning for the individual units (bottom-up planning). The result-
ing targets are monitored by a monthly reporting system and deviations are rapidly analyzed.
Regular meetings between the Executive Board of D.Logistics AG and the management of the
subsidiaries support this process and enable a prompt reaction.
Financial Goals
D.Logistics’ key financial goals are constant, profitable sales growth to be achieved both or-
ganically and through acquisitions. For the operating business segment, at Group level there
is a long-term EBITA margin (EBITA defined as earnings before the financial result, taxes and
goodwill amortization / impairment) target of more than 4 % (2008: 4.3 %).
In the non-operating business segment, the aim is a further improvement in the financial
result and optimization of tax expenditure. In the past fiscal year, a profit and loss transfer
agreement was concluded between the lead company in the Industrial Goods Packaging seg-
ment, Deufol Tailleur GmbH, and D.Logistics AG in order to optimize the tax load ratio.
In terms of the level of debt, the goal is for the D.Logistics Group’s equity ratio to clearly
exceed 30 % on a long-term basis (December 31, 2008: 40.8 %).
Business and Economic Environment 035Management Report
Information in Accordance with Section 315 (4) of the German Commercial Code
Corporate Management, Goals and Strategy
Operational Goals
Our strategic orientation and our associated continuous evolution into a comprehensive in-
dustrial services provider have a central influence on the Company’s operational development.
For example, we are increasingly providing our customers with value-added services such as
worldwide spare-parts management, production of consignment warehouses, and performance
of quality checks. A close relationship with our customers enables us to rapidly, efficiently and
reliably implement these various tasks and processes. In this way, our services are continually
expanded, while being tailored to our customers’ requirements.
Both “cross-learning” and “knowledge sharing” play an important role in the process of
communicating to the overall Group the specific know-how of individual locations.
Company-wide projects such as
Consolidation of packaging locations
Consolidation of production locations
Centralization of purchasing
Exchange and pooling of employees
Operational Excellence
are intended to improve EBIT margins on a long-term basis.
Strategic Focus on Packaging
Further strengthening of our packaging services is key to the D.Logistics Group’s orienta-
tion. For Industrial Goods Packaging, following the acquisition of the Logis Group in 2007,
this means expanding into further European markets with the range of services we offer
throughout Germany. For this purpose, in fiscal year 2008 a subsidiary of Deufol Tailleur
GmbH was established at the existing D.Logistics location in Italy. In Consumer Goods Pack-
aging, in future all services which to date have only been provided on a selective basis in
individual regions, are to be offered at all locations.
In addition, the process chain for the relevant logistics-related services is to be extended
at all locations to include further areas which companies allocate to service providers as part
of the outsourcing process. The D.Logistics Group is already providing value-added services
for customers no longer strictly based in the logistics sector. The D.Logistics Group has de-
veloped its range of services to include tasks which are outside the framework of conventional
logistics tasks such as transport and warehouse logistics, and which round these off. Accord-
ingly, the opportunities for the D.Logistics Group lie in continued evolution from a logistics to
an industrial services provider.
No Conventional Research Expenditure
A service provider such as the D.Logistics Group does not have any conventional R & D ex-
penditure. Instead, we constantly develop new products and innovative services while pre-
paring new projects, and we do so in close cooperation with our customers.
036 Management Report Business and Economic Environment
Corporate Management, Goals and Strategy
Research and Development
Global Economic Slump
The period of strong global economic growth came to a halt in 2008. The downturn gained
increasing momentum from the middle of the year onwards, and by the end of the year it had
reached all global economic regions, according to the Kiel Institute for the World Economy. In
the industrialized nations, following a further very strong rise in output at the beginning of the
year, the economy visibly deteriorated during 2008. In the third quarter, the real gross domes-
tic product noticeably fell; in the G7 countries, it declined with a current annual rate of 0.9 %.
In 2008, the fall in demand in industrialized nations and the deteriorating environment on
the financial markets gradually brought about the end of the upswing on the emerging mar-
kets. While the economic momentum was generally still high in the first half of the year, in
the third quarter output growth had already slowed significantly in a series of countries, par-
ticularly in Asia. Toward the end of the year, the economy may be assumed to have weakened
strongly almost everywhere.
Recession in the Eurozone
According to the Kiel Institute for the World Economy, the Eurozone is in its first recession
since monetary union. In the third quarter of 2008, the real gross domestic product declined
by a current annual rate of 0.8 %, compared to a fall of 0.7 % in the second quarter. While
investments fell in both quarters, weak private consumption in the second quarter in particu-
lar and the current account deficit in the third were factors contributing to the fall in overall
economic activity. This weakness has now spread to all major Eurozone countries.
The Eurozone economy is being hit by a number of factors. Up until the third quarter,
high inflation weakened private consumption in all countries, exports were hit by the declin-
ing global economy and by the euro’s appreciation from the middle of the year onwards,
while the associated deterioration in sales and income predictions led to a decline in compa-
nies’ investment propensity.
According to Eurostat’s preliminary data, in the Eurozone inflation amounted to 3.3 %
(2007: 2.1 %) and in the EU 27 to 3.7 % (2007: 2.3 %).
German Economy Slips into Serious Recession
In late 2008, the German economy is in recession. Almost all economic indicators have deteri-
orated dramatically over the last few months. In the fourth quarter of 2008, the price-adjusted
gross domestic product (GDP) fell by 1.6 % on the same quarter in the previous year. Accord-
ing to provisional figures released by the German Federal Statistical Office, in 2008 German
gross domestic product (GDP) still rose 1.3 % in price-adjusted terms on the previous year.
This is a clear slowdown in relation to the previous year, in which growth was 2.5 %.
Impulses for growth in 2008 were exclusively provided domestically. Gross investments
were the key factor behind the economic trend. Plant and equipment expenditure rose by
5.3 % (compared to 6.9 % in 2007) and construction investments by 2.7 %. Government
consumption expenditure rose by 2.2 % in price-adjusted terms in 2008, while private con-
sumer spending stagnated.
Business and Economic Environment 037Management Report
Economic Environment
The current account balance – i. e. the difference between exports and imports of goods and
services, which had been a key growth engine for the German economy over the past few
years – recorded a negative growth contribution of 0.3 percentage points in 2008, putting the
brakes on economic development. The key factor here was a considerably lower increase in
foreign demand in relation to previous years, subject to an unchanged propensity to import
on the part of German industry. German exports rose by 3.9 % in 2008, having grown by as
much as 7.5 % in 2007. At the same time, imports rose by 5.2 % in price-adjusted terms,
thus recording a slightly stronger trend than in 2007 (5.0 %).
On average, in 2008 the consumer price index for Germany rose by 2.6 % (previous year:
2.2 %) in relation to 2007, the strongest rate of inflation since 1994. The rise in the annual
rate of inflation for 2008 was mainly determined by price increases for energy (9.6 %) and
food (6.4 %).
European Logistics Sector has a Market Volume of € 900 Billion
The “European Logistics Top 100” published by Nuremberg’s Fraunhofer Center for Applied
Research on Technologies for the Logistics Service Industries, 2008 / 2009 edition, has calcu-
lated a volume of around € 900 billion in 2007 for the European logistics market. This corre-
sponds to growth of slightly less than 8 % in relation to 2006.
For the “Europe of the 29” – the 27 countries of the European Union plus Switzerland and
Norway – it is estimated that currently slightly less than 50 % of this figure is awarded to ser-
vice providers. There is therefore still huge unutilized outsourcing potential.
200
175
150
125
100
75
50
25
0
5.2
Luxe
mbo
urg
9.1
Por
tuga
l
12.9
Irel
and
14.2
Den
mar
k
16.0
Sw
itze
rlan
d
16.9
Aus
tria
19.2
Gre
ece
22.4
Nor
way
22.6
Fin
land
28.2
Sw
eden
31.9
Bel
gium
46.1
Net
herl
ands
82.6
Ital
y
82.7
Spa
in
Uni
ted
Kin
gdom
Fran
ce
Ger
man
y
Logistics sales in 2007
€ billion
Source: Peter Klaus, Christian Kille, “Die Top 100 der Logistik” (The Logistics Top 100), 2008 / 2009 edition
205.0
113.2108.3
038 Management Report Business and Economic Environment
Economic Environment
Strong Growth in the German Logistics Market
Growth continued in Germany, Europe’s largest economy with the largest market volume
for logistics services. The Nuremberg researchers estimate that the German economy’s lo-
gistics expenditure in 2007 amounted to € 205 billion (+ 8 %) or 8.4 % of the German gross
domestic product.
The volume of the German logistics market is due not only to economic strength and the
high level of population but also to the fact that trade and industry accounts for a sizeable
portion of economic activity. Germany’s central geographical location also plays a rather
significant role.
At the same time, the figure of € 205 billion represents the maximum possible “market”
for logistics services if a 100 % outsourcing rate were to be achieved. In reality, a good 51 %
of this market volume is provided through company logistics or “insourced”, while slightly
less than 49 % is provided by commercial logistics service providers.
D.Logistics Group: A Successful Fiscal Year in 2008
It was a successful year for our Company, particularly thanks to the once again extremely
positive trend for Industrial Goods Packaging, which extended its position as the D.Logistics
Group’s strongest-performing segment. Following the purchase of the Walpa Group in April
2007, the acquisition of the remaining 45 % of the shares in Deufol Tailleur GmbH in June
2007 and the purchase of the Logis Group in December 2007, in 2008 we once again real-
ized significant growth trends and recorded important operational successes. In Consumer
Goods Packaging, the negative result of our activities in the USA had a detrimental impact. In
November and December last year in particular, our US business fell short of our ambitions.
In the Warehouse Logistics segment, in the second half of the fiscal year the global economic
and financial crisis became apparent, with a falling business volume and weaker results.
Our financial structure improved in the past fiscal year. Net financial indebtedness – which
had risen in 2007 due to several acquisitions – was reduced in 2008 by € 6.4 million or
11.6 %. Our equity ratio rose from 35.1 % in late 2007 to the current 40.8 % at the end of
the past year.
Planned Targets Achieved
Due to our highly positive business performance in Industrial Goods Packaging, we were able
to achieve our sales and results planning targets for 2008. With annual sales of € 336.8 mil-
lion, we realized a mid-range result within our target corridor. In 2007, sales amounted to
€ 337.7 million. With an operating result (EBITA) of € 14.6 million, we exceeded the upper
end of the planning targets, which we most recently confirmed at the presentation of our
9-month report. In the previous year, EBITA amounted to € 12.3 million. A key factor here was
the settlement reached in the legal dispute in Italy (see the comments on the results of opera-
tions on page 41).
Goal achievement 2008 Sales EBITA
€ million
Original planning 325 – 345 13.0 – 14.5
Revised planning 330 – 345 13.0 – 14.5
Actual figures 336.8 14.6
Change2008 (%)
€ million
Sales 336.8 (0.3)
EBITA 14.6 18.9
Net financial liabilities 49.0 (11.6)
Business and Economic Environment 039Management Report
Overall Summary of Business Performance
Goal Achievement
040
Notes 01, 40
Note 41
Note 40
Results of OperationsStable Sales
In an overall economic environment hit by the financial and economic crisis, in the period un-
der review sales decreased slightly, by 0.3 %, in relation to the previous year to € 336.8 mil-
lion and were thus in the middle of the target corridor of € 330 to 345 million.
If the sales trend is adjusted for the changes in the scope of consolidation, this shows an
organic decrease of 3.9 %. If one also takes into consideration the US dollar’s depreciation
against the euro of around ten cents on average, the decrease is approx. 2.7 %.
Role of Industrial Goods Packaging Continues to Grow
Particularly due to the first-time consolidation of the Logis Group in the past year, Industrial
Goods Packaging expanded its position as the area of activity providing the largest volume
of sales for the D.Logistics Group. With significantly increased sales (by 7.0 % to € 155.4 mil-
lion) in 2008, it contributed 46.1 % (previous year: 43.0 %) to Group sales. Adjusted for pur-
chases, this means a fall in sales of 1.3 %. Here, the loss of transport sales in the amount of
€ 13 million should be borne in mind in relation to the previous year.
In the second-strongest segment, Consumer Goods Packaging, sales fell (by – 7.1 % to
€ 126.3 million) in the reporting period, providing 37.5 % (previous year: 40.3 %) of Group
sales. This decrease is evenly distributed across the regions: – 6.8 % in Belgium, – 6.9 % in
Italy, and – 7.5 % in the USA. The euro’s appreciation was a negative factor in the US, how-
ever, while US sales fell only slightly (0.7 %) in local-currency terms.
In Warehouse Logistics, sales decreased 2.5 % to € 54.9 million. This sector thus now rep-
resents approx. 16.3 % (previous year: 16.7 %) of Group activities. Besides falling volumes,
this decrease is also due to the disposal of PickPoint AG. Adjusted for changes to the scope
of consolidation, the drop in sales in Warehouse Logistics is approx. 1.8 %.
Increase in Europe’s Share of Sales
With a slightly decreased sales share of around 54.5 % (previous year: 54.9 %), Germany
remains the Group’s key market. The share of sales realized elsewhere in Europe increased
by 1.7 percentage points from 27.4 % to 29.1 % due to the acquisition of the Logis Group.
The US has fallen in significance from 17.6 % to 16.4 %.
311
338 337
04 05 06 07 08
54% 53% 52% 55% 55%
46%47% 48%
Sales
share as % € million
400
350
300
250
200
150
100
50
0
322314
Germany Rest of the World
45% 45%
Consolidated sales Shareby segment 2008 2007 2008
€ million
Industrial Goods Packaging 155.4 145.1 46.13 %
Consumer Goods Packaging 126.3 136.0 37.51 %
Warehouse Logistics 54.9 56.3 16.29 %
Holding company 0.2 0.3 0.07 %
Total 336.8 337.7 100.00 %
Consolidated salesby region 2008 2007
€ million
Germany 183.5 185.4
Share (%) 54.5 54.9
Rest of Europe 97.9 92.4
Share (%) 29.1 27.4
USA / Rest of the World 55.2 59.6
Share (%) 16.4 17.6
Holding company 0.2 0.3
Share (%) 0.1 0.1
Total 336.8 337.7
041Management ReportResults of Operations, Financial and Asset Position
Results of Operations
Sales
Notes 02 – 06, 11
Operating Costs Ratio Decreased on Balance
At 87.8 %, the ratio of the cost of sales to sales fell slightly (previous year: 88.3 %). This is
mainly due to the reduced expenditure on purchased services (– € 10.4 million). Costs of ma-
terials (+ € 3.2 million), incidental office space costs (+ € 1.9 million) and rental and leasing
expenses (+ € 1.4 million) represented the key areas of increase.
Selling expenses increased € 0.7 million to € 5.7 million and accounted for around 1.7 %
(previous year: 1.5 %) of sales. General and administrative expenses were flat at € 23.6 mil-
lion and the expense ratio remained unchanged at 7.0 %. There was an increase in other
general and administrative expenses (+ € 0.3 million), personnel costs (+ € 0.2 million) and
travel expenses (+ € 0.2 million). Expenditure on legal and consulting services (– € 0.4 million),
purchased services (– € 0.2 million), depreciation, amortization and impairment (– € 0.1 mil-
lion) and space costs (– € 0.1 million) fell.
The other operating income increased significantly. It rose by € 2.2 million to € 6.7 million,
increasing the ratio to sales to 2.0 % (previous year: 1.2 %). In 2008, this item included
the capitalization of compensation claims in connection with warehouse damage in 2004 in
Italy in the amount of € 3.3 million – following a settlement with the lessor – and income of
€ 0.9 million from the sale of the real estate in Zeithain. The total other operating expenses
also increased (+ 0.9 to € 3.8 million), the quota amounted to 1.1 % (previous year: 0.9 %).
This increase was due to a provision of € 1.1 million for legal proceedings.
In overall terms, the cost quota has thus decreased from 96.4 % to 95.7 %. This corre-
sponds to an EBITA margin of 4.3 % (previous year: 3.6 %).
Operating Result (EBIT) 19 % Higher
In the past fiscal year, the gross profit increased by 3.6 % to € 41.0 million. The gross margin
has thus improved to 12.2 %, compared to 11.7 % in 2007.
Earnings before interest, taxes, depreciation and amortization (EBITDA) were € 24.0 million,
compared to € 20.8 million in the previous year. The EBITDA margin reached 7.1 %, com-
pared to 6.2 % in 2007. Depreciation of property, plant and equipment rose from € 7.8 million
to € 8.2 million; this increase was mainly due to depreciation in connection with terminated
contracts. Amortization of other intangible assets increased significantly, from € 0.7 million
to € 1.2 million. This increase reflects the additional amortization of € 0.5 million p. a. for the
clientele recognized through the acquisition of the Logis Group.
In the period under review, EBITA increased by 18.9 % to € 14.6 million. The EBITA margin
reached 4.3 % in 2008, compared to 3.6 % in 2007.07 08
Income development
€ million
40
35
30
25
20
15
10
5
0
2.8
7.9
12.3
20.8
39.6
Gross profit EBITDA EBITA
EBT Net income
9.9
41.0
24.0
14.6
11.5
Cost development 2008 2007
€ million
Cost of sales 295.8 298.2
as % of sales 87.8 88.3
Selling expenses 5.7 5.0
as % of sales 1.7 1.5
General and administrative
expenses
23.6
23.6
as % of sales 7.0 7.0
Other operating income (6.7) (4.2)
as % of sales 2.0 1.2
Other operating expenses 3.8 2.9
as % of sales 1.1 0.9
Total 322.2 325.5
as % of sales 95.7 96.4
of which personnel costs * 104.3 104.4
as % of sales 31.0 30.9
* Total personnel costs included in all cost items.
042 Management Report Results of Operations, Financial and Asset Position
Results of Operations
Costs
Income
Notes 08 – 10
Note 07Lower Financial Result
At – € 4.7 million, the financial result was lower than in the previous year: (– € 4.4 million).
Finance costs rose from € 6.5 million to € 7.5 million. The higher finance costs are partially due
to the fact that the acquisition financing arrangements in 2007 led to higher average financial
indebtedness (€ 77.1 million compared to € 73.7 million in 2007) and thus to increased finance
expenditure. The finance expenditure also includes the market valuation of a loan (€ 0.5 mil-
lion) and a no longer effective interest hedge in the amount of € 0.2 million, as well as deferred
interest expense to cover external audit risks in the amount of € 0.2 million. Financial income
increased from € 1.3 million to € 1.8 million. This was mainly due to increased income from
finance leases (+ € 0.4 million).
The profit from associates developed positively, increasing from € 0.8 million to € 1.0 million.
Significantly Higher Net Result
In the past year, earnings before taxes amounted to € 9.9 million and were thus 26 % higher
than the level in 2007 (€ 7.9 million).
In the past fiscal year, the tax item recorded on balance income of € 2.5 million, compared
to tax expense of € 4.0 million in 2007.
Despite the higher pre-tax income, current tax expenditure for taxes on income decreased
from € 4.0 million to € 2.1 million. This is due to the fact that portions of the profits in 2008
were not subject to taxation following the conclusion of the profit and loss transfer agreement
with the lead company in the Industrial Goods Packaging segment, Deufol Tailleur GmbH.
For the deferred taxes, income of € 4.6 million was recorded, compared to € 0.1 million in
2007. This item is mainly due to the recognition of deferred taxes in the amount of € 4.6 mil-
lion due to the profit and loss transfer agreement concluded between D.Logistics AG and Deu-
fol Tailleur GmbH. As a consequence of this agreement, income recorded by Deufol Tailleur
GmbH was partially offset against losses carried forward by D.Logistics AG.
Accordingly, there is income from continuing operations of € 12.4 million (previous year:
€ 3.9 million).
The minority shareholders’ profit share amounts to € 0.9 million, compared to € 1.2 mil-
lion in the previous year, and has fallen significantly in the current year following the com-
plete takeover of Deufol Tailleur GmbH in mid-2007.
The profit attributable to the shareholders of D.Logistics AG amounted to € 11.5 million in
the period under review, compared to € 2.8 million in the same period in the previous year.
Earnings per share were € 0.257 in 2008 (previous year: € 0.065).
Margin development 2008 2007
as % of sales
Gross margin 12.2 11.7
EBITDA margin 7.1 6.1
EBITA margin 4.3 3.6
EBIT margin 4.3 3.6
EBT margin 2.9 2.3
Net income margin 3.4 0.8
043Management ReportResults of Operations, Financial and Asset Position
Income
Results of Operations
Notes 23, 38
Notes 18, 23
Notes 12, 13
Financial PositionDecentralized Financing for the D.Logistics Group
The D.Logistics Group is financed in a decentralized form. Most financing is provided by
means of bilateral bank loans and syndicated borrowing facilities. Credit lines of € 34.1 mil-
lion are available to the Group at various banks (previous year: € 31.9 million). As of Decem-
ber 31, 2008, € 13.1 million (previous year: € 17.6 million) of this had been utilized, subject to
variable interest rates. The variable-interest loans carried in the balance sheet are subject to
standard interest-rate risks; in some cases, these are limited through interest rate hedges. In
fiscal year 2008, the average weighted interest rate for short-term loans was 6.13 % (previ-
ous year: 6.35 %). The payable credit margins are partially dependent on achieving certain
financial ratios (so-called “covenants”).
In the Executive Board’s opinion, the D.Logistics Group’s financial resources are suffi-
cient to meet payment obligations at any time.
Lower Financial Indebtedness
Following an increase in the level of debt due to several Industrial Goods Packaging ac-
quisitions in 2007, in the past fiscal year the financial liabilities of the D.Logistics Group
decreased, from € 79.3 million to € 76.1 million.
The net financial liabilities, defined as the total financial liabilities less financial receivables
and cash, fell slightly more strongly: by € 6.4 million from € 55.4 million on December 31,
2007 to € 49.0 million at the end of the year under review. The balance of liabilities to banks
and call deposits at banks is – € 54.2 million (previous year: – € 59.2 million).
Significantly Lower Investments
In the period under review, investments totaled € 9.2 million, far below the level in 2007
(€ 30.5 million) which was mainly characterized by acquisitions.
In the past fiscal year, investments in plant, property and equipment were € 7.2 million
(previous year: € 5.2 million). The investment quota as a ratio of capital expenditure to sales
was 2.1 % in 2008 (previous year: 1.6 %). It should be noted here that a key project with
a volume of € 4.4 million – the expansion of a warehouse at our subsidiary D.Logistics
Waremme S. A. – is not reported under the investments and instead as part of the “Finan-
cial receivables” balance-sheet item.
Investmentsby segment 2008 2007
€ million
Industrial Goods Packaging 3.23 1.92
Consumer Goods Packaging 3.69 2.43
Warehouse Logistics 2.07 0.96
Holding company 0.23 25.18
Total 9.22 30.49
ShareInvestments 2008 2007 2008
€ million
Property, plant
and equipment
7.20
5.24
78.1 %
Intangible assets
2.02
25.25
21.9 %
Financial assets 0.00 0.00 0.0 %
Total 9.22 30.49 100.00 %
Financial liabilities 2008 2007
€ million
to banks 66.32 71.92
thereof current 27.73 25.20
thereof noncurrent 38.59 46.72
Finance leasing 7.00 4.76
Convertible bond 2.75 2.58
Other 0.05 0.05
Total 76.12 79.31
044 Management Report Results of Operations, Financial and Asset Position
Financial Position
Financing
Investments
Notes 12, 13
Notes 28 – 31
As this investment was exclusively made for a single customer, the IFRS require its reporting
in the balance sheet in this way.
Operating and office equipment (€ 2.8 million) is the largest capital expenditure item. This
is followed by leased assets (€ 1.9 million), technical equipment and machinery (€ 1.5 million)
and land (€ 0.9 million).
There were minor goodwill additions (€ 0.3 million). € 1.7 million (previous year: € 0.2 mil-
lion) was invested in other intangible assets.
Higher Depreciation, Amortization and Impairment
Depreciation of property, plant and equipment and amortization of intangible assets increased
by € 0.9 million in the past year to the current € 9.4 million. Depreciation of property, plant
and equipment was € 8.2 million (previous year: € 7.8 million), amortization of other intan-
gible assets € 1.2 million (previous year: € 0.7 million).
Operating Cash Flow Remains at High Level
In the period under review, the operating cash flow amounted to € 15.7 million and was thus
only slightly (2.3 %) below the high level in the previous year (€ 16.0 million).
Net cash used in investing activities amounted to – € 0.5 million. In the previous year
(– € 24.8 million), this mainly reflected the company acquisitions, for which € 27.5 million was
paid over. Cash-based fixed assets investments were € 7.1 million. On the other hand, the sale
of the real estate in Zeithain alone produced fund inflows in the amount of € 7.9 million. Fur-
ther proceeds resulted from interest and dividends received (€ 2.5 million) and from the sale of
financial assets and subsidiaries (€ 0.5 million). Outflows of funds in the amount of € 3.8 million
resulted from the increase in financial receivables, mainly due to the expansion in Waremme
and the purchase of the minority interests in the USA (– € 1.1 million).
16
14
12
10
8
6
4
2
0
9.8
7.7
04 05 06 07 08
Net cash provided by operating activities
€ million16.0 15.7
12.7
Depreciation, amortizationand impairment by segment 2008 2007
€ million
Industrial Goods Packaging 3.73 2.49
Consumer Goods Packaging 3.76 3.71
Warehouse Logistics 1.49 1.69
Holding company 0.47 0.63
Total 9.45 8.52
Depreciation, amortization Shareand impairment 2008 2007 2008
€ million
Property, plant
and equipment
8.24
7.78
87.2 %
Intangible assets
1.21
0.74
12.8 %
Financial assets 0.00 0.00 0.0 %
Total 9.45 8.52 100.00 %
045Management ReportResults of Operations, Financial and Asset Position
Financial Position
Investments
Depreciation, amortization and impairment
Cash flow / liquidity
The free cash flow – which is made up of the net cash provided by operating activities and the
net cash used in investing activities – accordingly amounted to € 15.2 million, having been
negative in 2007 (– € 8.8 million).
Net cash used in financing activities amounted to – € 15.7 million. Liabilities to banks
decreased in cash terms by a net amount of € 6.7 million. Further outflows of funds resulted
from the decrease in other financial liabilities (– € 1.2 million), paid interest (– € 6.6 million)
and the dividends paid to minority shareholders (– € 0.7 million). In addition, € 0.5 million
was used to repurchase Company shares.
Cash and cash equivalents decreased by € 0.6 million to € 12.1 million as of Decem-
ber 31, 2008.
Change in liquid funds
in € thousand
12,708 12,143
15,663
– 15,678
– 464
– 86
Free cash flow: 15,199
Liquid funds
Dec. 31, 2007
Net cash provided by operating
activities
Net cash used in investing
activities
Net cash used in financing
activities
Changes in the scope of
consolidation
Liquid funds Dec. 31, 2008
046 Management Report Results of Operations, Financial and Asset Position
Cash flow / liquidity
Financial Position
Notes 19 – 27
Notes 12 – 18
Asset PositionBalance-Sheet Total Unchanged
The balance sheet total of the D.Logistics Group remained practically unchanged in 2008 at
€ 237.1 million.
On the asset side of the balance sheet, the noncurrent assets increased 5.6 % from
€ 148.5 million as of the period-end in the previous year to € 156.8 million as of the reporting
date. This increase was mainly due to the € 3.2 million increase in financial receivables to
€ 13.2 million in connection with the above-mentioned project in Waremme and the higher
deferred tax assets (+ 3.8 to € 8.2 million). In addition, goodwill increased by € 1.8 million
to € 68.3 million, which was mainly due to currency translation. The other intangible as-
sets rose by € 0.9 million to € 5.4 million; the key factor here was the introduction of SAP
at our US subsidiary. Plant, property and equipment remained more or less constant (– 0.5
to € 54.4 million). The asset depreciation ratio (ratio of accumulated depreciation to histori-
cal cost) rose by 0.9 percentage points on the previous year to 57.5 %, while the property,
plant and equipment ratio (the ratio of property, plant and equipment to the balance sheet
total) decreased from 24 % to 23 %. It should be borne in mind that to provide its services
the D.Logistics Group requires a relatively high volume of operating resources, particularly
real estate. The actual packaging segments are more machine-intensive than for other logis-
tics companies. Special equipment such as high shelves is included in operating and office
equipment. The “Other receivables and other assets” item fell by € 1.0 million to € 3.4 mil-
lion. The other noncurrent assets changed only slightly.
The current assets decreased from € 88.7 million to € 80.3 million. This is due to the de-
creased trade receivables (– 9.6 to € 43.9 million) as well as the lower inventories (– 2.7 to
€ 11.5 million). Cash (– 0.6 to € 12.1 million) and tax receivables (– 0.3 to € 2.1 million) also fell
slightly. The other assets and other receivables (+ 4.3 to € 8.9 million) increased significantly.
This includes the receivable from the damage settlement in Italy (€ 3.5 million). Financial
receivables also rose (+ 0.6 to € 1.8 million). The working capital – the difference between
current assets and current, non-interest-yielding liabilities – increased from € 30.8 million
to € 35.0 million.
Strong Equity Growth
At the end of fiscal year 2008, the D.Logistics Group’s equity was at € 96.7 million by € 13.4 mil-
lion higher than the previous year’s level (€ 83.3 million). Subject to an unchanged balance-
sheet total, this led to an increase in the equity ratio from 35.1 % to 40.8 %. The equity in-
creased due to the profit for the period of € 12.4 million and the currency gains (unrecognized
as income) due to the weaker euro (+ € 2.8 million). Equity attributable to minority interests
(+ € 0.2 million) also rose slightly. The equity was decreased by dividends to minority interests
(– € 0.7 million) and the deduction of the Company shares repurchased in 2008 (– € 0.5 million)
from the Subscribed Capital.
Current
assets
07 0807 08
63% 66%
35%32%
29%
27%
100
80
60
40
20
0
47.041.5
12/04 12/05 12/06 12/07 12/08
29.0
35.1 %
36.7 %
Net financial indebtednessand equity ratio
€ million
65.3
Net financial indebtedness Equity ratio
36% 41%
37%34%
55.449.0
40.1 % 40.8 %
100
90
80
70
60
50
40
30
20
10
0
Balance sheet structure
share as %
Noncurrent
assets
Assets Equity and liabilities
Current
liabilities
Equity
Noncurrent
liabilities
047Management ReportResults of Operations, Financial and Asset Position
Asset Position
The noncurrent liabilities decreased considerably, from € 69.7 million to € 63.6 million.
This reduction was due to the decrease in financial liabilities (– 8.4 to € 44.6 million) and
lower deferred tax liabilities (– € 0.9 million to € 3.8 million). The other liabilities increased
(+ € 3.4 million to € 13.3 million), mainly due to the recognition of the sales proceeds in con-
nection with the sale and lease-back of the real estate in Zeithain. The other noncurrent liabili-
ties fell by € 0.2 million in total. Asset cover ratio II – the ratio of equity and noncurrent liabili-
ties to fixed assets – was 121.4 %, compared to 118.0 % at the end of fiscal year 2007.
The current liabilities also decreased significantly, by € 7.4 million to € 76.8 million. Trade
payables (– 8.7 to € 23.9 million) and the other liabilities (– 2.9 to € 16.4 million) recorded
the strongest decreases. The tax liabilities once again fell (– 1.6 to € 2.0 million). The current
financial liabilities increased (+ 5.2 to € 31.5 million).
Slight Decline in Number of Employees
As of the end of 2008, the D.Logistics Group had 3,168 employees. This represents a decrease
of 126 employees or 3.8 % on the previous year. As of December 31, 2008, the Group had
1,847 employees in Germany (58.3 %) and 1,321 employees (41.7 %) elsewhere.
The decrease in the number of employees by 126 on the previous year (3,294) mainly re-
lated to our American (65 employees) and Italian (32 employees) subsidiaries.
Personnel costs decreased slightly in the reporting period, by 0.1 % to € 104.3 million. The
personnel cost ratio as a ratio of personnel costs to sales rose slightly from 30.9 % to 31.0 %.
Appreciation of Strong Commitment
The Executive Board would like to thank all the Company’s employees for the dedication and
flexibility they displayed in fiscal year 2008.
50
40
30
20
10
0
34.5 32.9 30.9 31.0
04 05 06 07 08
Personnel expense ratio
%
34.0
Overview of employees 2008 2007
D.Logistics Group
Germany 1,847 1,871
Rest of the World 1,321 1,423
Female 796 848
Male 2,372 2,446
Total 3,168 3,294
Average 3,187 3,051
Employees Shareby segment 2008 2007 2008
D.Logistics Group
Industrial Goods Packaging 1,153 1,167 36.40 %
Consumer Goods Packaging 908 1,008 28.66%
Warehouse Logistics 1,102 1,113 34.79 %
Holding company 5 6 0.15 %
Total 3,168 3,294 100.00 %
048 Management Report Results of Operations, Financial and Asset Position
Asset Position
Employees
Notes 39, 40
Notes 39, 40
Industrial Goods Packaging
Consolidated sales in the Industrial Goods Packaging segment increased in 2008 by 7.0 % to
€ 155.4 million. This growth was mainly due to the first-time consolidation of the Logis Group.
Adjusted for changes to the scope of consolidation, the change amounts to – 1.3 %. However,
as regards the sales trend, the loss of transport sales in the amount of € 13 million should be
noted. EBITA in this sector increased by a good 16 % from € 8.8 million to € 10.2 million. The
EBITA margin rose from 6.0 % to 6.6 %.
In Industrial Goods Packaging, in the past financial year the positive trend of the past few
years continued. Our national market leadership was consolidated and business relationships
with existing customers further strengthened. As part of the Deufol Tailleur Group’s expan-
sion, a subsidiary was established at D.Logistics’ existing location in Italy.
Consumer Goods Packaging
The Consumer Goods Packaging segment achieved consolidated sales of € 126.3 million, a
fall of 7.1 % on the level in the previous year. This decrease is evenly distributed across the
regions: – 6.8 % in Belgium, – 6.9 % in Italy, and – 7.5 % in the USA. The euro’s apprecia-
tion was a negative factor in the US, however, while US sales fell only slightly (0.7 %) in
local-currency terms.
The operating result (EBITA) for this segment was at € 5.0 million clearly above the level
for the previous year (€ 2.2 million). In 2008, this result included the capitalization of com-
pensation claims in connection with damage at a warehouse in Italy in 2004, amounting to
€ 3.3 million, after a settlement was reached with the lessor. With respect to the comparison
of earnings, it should also be borne in mind that the income of € 1.2 million p.a. previously
shown in Consumer Goods Packaging in Belgium is now reported for the holding. If this
income is included, the Belgian units recorded a stable performance. The trend was highly
favorable in Italy, where a significantly positive result was realized in 2008. In contrast, the
income trend for our US business was not satisfactory. Here, significantly lower volumes
resulted in our core business. However, the drop in sales was made up for through new busi-
ness and the sale of finished products, but the lower rate of utilization of existing production
capacities was reflected in a significantly lower contribution margin. On the other hand, in
2008 the previously implemented measures bore initial fruit, so that cost savings were able
to compensate for this effect. In overall terms, though, we were unable to achieve a signifi-
cantly better operating result than in 2007. On balance, at – € 0.7 million in 2008 our US sub-
sidiaries realized a lower operating loss than in the previous year (– € 0.9 million).
Consumer Goods Packaging 2008 2007
€ million
Sales 128.2 144.1
Consolidated sales 126.3 136.0
Gross profit 13.9 14.1
EBITA 5.00 2.20
EBITA margin (%) 4.0 1.6
EBTA 2.70 0.24
Industrial Goods Packaging 2008 2007
€ million
Sales 178.6 167.7
Consolidated sales 155.4 145.1
Gross profit 20.0 16.3
EBITA 10.20 8.78
EBITA margin (%) 6.6 6.0
EBTA 8.80 8.18
049Management ReportResults of Operations, Financial and Asset Position
Development in the Segments
Notes 39, 40Warehouse Logistics
In Warehouse Logistics, consolidated sales decreased 2.5 % to € 54.9 million. Besides falling
volumes in the automobile sector and lower air cargo volumes in the second half of 2008,
the reasons for this decline also include the disposal of PickPoint AG. Adjusted for changes
to the scope of consolidation, the drop in sales in Warehouse Logistics was around 1.8 %.
EBITA in this segment fell by 27.7 % to € 3.1 million. This includes an accounting profit
of € 0.9 million from the sale of the real estate in Zeithain which arose in the first quarter of
2008. The Belgian companies performed favorably.
Overall Summary of Economic Position
At the time of preparing these consolidated financial statements, the D.Logistics Group’s
economic position remains positive.
The economic and financial crisis has also led to significant volume falls in sub-segments
of the D.Logistics Group. This is particularly true of the Consumer Goods Packaging and
Warehouse Logistics segments. In the air cargo and warehouse logistics sector in particular,
these lower volumes also meant significantly weaker results. The Industrial Goods Packaging
segment remains relatively stable. Our financial and asset position is stable and solid, in line
with our expectations.
Warehouse Logistics 2008 2007
€ million
Sales 57.9 59.7
Consolidated sales 54.9 56.3
Gross profit 7.9 10.7
EBITA 3.08 4.26
EBITA margin (%) 5.6 7.6
EBTA 3.11 3.72
050 Management Report Results of Operations, Financial and Asset Position
Overall Summary of Economic Position
Development in the Segments
051
Dependence ReportSince there is no control agreement with the majority shareholder, pursuant to section 312
of the German Stock Corporation Act the Executive Board of D.Logistics AG was obliged to
prepare a report on D.Logistics AG’s relationships with associates. This report covers the
relationships with the Detlef Hübner Group and the companies of the D.Logistics Group. The
Executive Board declares pursuant to section 312 (3) of the German Stock Corporation Act:
“With regard to the legal transactions listed in the report on D.Logistics AG’s relationships
with associates, for each such transaction our Company has received an appropriate coun-
terperformance in accordance with the known circumstances at the time of its execution. No
disadvantageous events for the Company occurred during the fiscal year such as are subject
to a reporting obligation.”
Events After the Balance Sheet DateNo material events occurred after the balance sheet date for which a reporting obligation is
applicable pursuant to IAS 10.
Report on Expected DevelopmentsPlanned Orientation and Strategic Opportunities for the Group
The D.Logistics Group will maintain the structure of a holding company in future. This
means that the subsidiaries primarily develop their businesses in their regions and with
their customers.
In terms of the specific strengths and competences of the D.Logistics Group, we consider
that our strategic development opportunities lie, in particular, in packaging services.
For Industrial Goods Packaging, this means that we will develop our strong market position
in Germany by expanding our existing business relationships and through possible further
acquisitions. Following our acquisition of the Logis Group in December 2007, we are also rep-
resented at important locations elsewhere in Europe. This has enabled us to provide a one-stop
service for customers at different European locations. A further step in this strategy was the es-
tablishment of a subsidiary of Deufol Tailleur GmbH at D.Logistics’ location in Italy. We expect
to realize early success here too in 2009. Our goal is therefore to establish further locations
outside Germany.
In Consumer Goods Packaging, all services which we have to date, in some cases only
provided on a selective basis in individual regions, are in future to be offered at all locations.
In addition, special services such as display / promotional packaging open up customer-driven
opportunities for further growth.
In addition, the process chain for logistics-related services will be extended to include fur-
ther areas which companies award to service providers as part of the outsourcing process.
052 Management Report Reports on Dependence, Events After the Balance Sheet Date and Expected Developments
Planned Group Orientation
Reports on Dependence, Events After the Balance Sheet Date and Expected Developments
In some sub-segments, D.Logistics has developed its range of services to encompass areas
which are outside classic logistics fields such as transport and warehouse logistics, and which
round these off. Accordingly, the opportunities for the D.Logistics Group lie in continued evolu-
tion from a logistics to an industrial services provider. To realize the potential of the D.Logistics
Group, in 2005 a Business Development Group was established and in 2006 an “Operational
Excellence” program was launched.
The Business Development Group supports organic growth in all areas, enabling each op-
erational unit to offer an extended service range in addition to existing services. This expands
and intensifies existing customer relationships. At the same time, it fulfills the preconditions
for gaining new customers, widens the customer base and weakens the dependency on major
customers. In addition, while maintaining its individual equity investments’ own brands, the
D.Logistics Group will in future have a presence in the form of a one-voice brand in relation to
new customers and new regions.
The goal of “Operational Excellence” is to boost performance, service and quality. To
achieve these targets, an exchange of experience takes place between the individual units
(knowledge sharing) while existing knowledge is implemented Group-wide, particularly
through efficiency-boosting instruments and methods (cross-learning).
Both the Business Development Group and the “Operational Excellence” project are in-
tended to sharpen the profile of the D.Logistics Group as a packaging group and improve the
preconditions for service-related and regional expansion.
Global Economic Slump
According to the predictions of the Kiel Institute for the World Economy, in the current year the
global economy will suffer a serious slump. The global economic downturn deepened as the
financial market crisis worsened in the autumn of 2008. While many indicators were already
on the decline, the downward trend subsequently intensified considerably in industrialized na-
tions. Incoming orders for industry fell on a broad front and sentiment indicators dropped at
a sometimes breathtaking rate. The downturn has also spread to the emerging markets, many
of which had previously been experiencing strong economic growth. All in all, the indicators
point to a major global economic slump in the 2008 – 2009 winter half-year period.
According to the Kiel economic researchers, in a series of countries the downturn reflects
corrections of macroeconomic inequalities (particularly excesses on the real estate market)
which generally take some time to play out and delay an economic recovery. In addition, the
problems in the financial sector are leading to inferior financing terms for private individuals
and hampering the effectiveness of monetary impulses. The economic researchers expect
that the situation on the financial markets will ease only very gradually, despite the manifold
government programs supporting the financial sector.
05 06 07 08 09
105
100
95
90
85
Global economy
OECD early indicators
Total Europe Germany USA
Source: OECD
053Management ReportReports on Dependence, Events After the Balance Sheet Date and Expected Developments
Economic Environment
The many, sometimes substantial, fiscal packages approved over the past few months or prom-
ised for the next few months will curb the drop in output. Nonetheless, in view of the strong
limiting factors the global economy should remain on a downward trend for some time – prob-
ably throughout the coming year – and subsequently only achieve a tentative recovery.
In the industrialized nations, the economic downturn will gain further impetus over the
next few months. In a series of countries, a strong fall in output may be expected over the
winter half-year period. This is suggested by early indicators both in the United States and
Europe. Following a fall of 1.8 % in 2009, in 2010 an average annual real gross domestic
product growth rate of 0.6 % may result.
The outlook for the emerging markets has also clouded over significantly in the past few
months. The downturn in industrialized nations has led to a significant fall in exports, the
financial environment have deteriorated in the light of the revaluation of risks due to the
financial market crisis, and for many emerging markets the dramatic fall in commodities
prices has led to a huge loss of export revenues. Corrections of excesses on the stock and
real estate markets are an additional factor in China. Despite strong increases in government
spending, in 2009 and 2010 output may be expected to rise here by the slowest rates in
almost 20 years (5.8 % and 6.5 %).
There will be hardly any overall global economic growth in 2009. With a predicted rate
of 0.4 %, global output will probably increase even more slowly than in the recession year
1982. For global trade, a significant fall may even be expected. For 2010 the researchers ex-
pect to see economic growth of 1.9 % and a rise in global trade of 3.0 %.
Recession in the Eurozone
The Eurozone is in its first recession since monetary union. According to the Kiel Institute for
the World Economy, the recession will further deteriorate in the 2008 – 2009 winter half-year
period. Survey-based indicators in some cases reached historic lows in November or are now
only comparable with the levels reached during the recession of the 1990s. The crisis is af-
fecting the Eurozone as a whole. A decrease in overall economic output is to be expected in
almost all countries, and in some cases this will be exceptionally strong. The downturn in the
global economy is hitting exports, and investments will drop off in view of pessimistic sales
and income expectations and stricter financing conditions. In several Eurozone countries, pri-
vate consumption will also fall in view of rising unemployment and falling asset prices. The
fiscal measures approved so far to boost the economy are having a supporting effect but they
are relatively minor when measured against gross domestic product. In 2009, gross domestic
product is expected to fall by 2.7 % before rising slightly in 2010 (+ 0.1 %).
054 Management Report Reports on Dependence, Events After the Balance Sheet Date and Expected Developments
Economic Environment
Germany: Shrinking Trend in 2009
According to the Kiel Institute for the World Economy, a recovery is not yet in sight for the
German economy. Overall economic output will fall further during the current year. In par-
ticular, there will be a significant decline in exports due to the recession in almost all indus-
trialized nations and the strong downturn in growth in the emerging markets. As is normal
in a downturn, plant and equipment expenditure should drop significantly due to the strong
deterioration in the sales and income outlook and the significant fall in capacity utilization.
A further factor is the fact that financing terms are expected to remain poor for the time
being despite the ECB’s interest-rate cuts. In contrast, private consumer spending should
have a supportive effect for the economy. The situation on the labor market will deteriorate,
and with the drop in employment levels available incomes will rise more slowly. However,
they will nonetheless achieve slight growth in real terms due to the dramatic fall in infla-
tion. In addition, the tax burden is falling noticeably. This will enable private households to
increase their spending. The Kiel economic researchers predict a 2.7 % drop in real gross
domestic product for 2009 on average.
Inflation is to fall significantly. Up to mid-2009, this should be expected due to the basis
effect alone following the dramatic price rises up to last summer. In general, tight limits will
be imposed on the possibilities for price rises. The researchers predict an annual inflation
rate of 0.7 %.
In 2010, the economy will gradually stabilize. However, this assumes that the financial
market crisis does not worsen any further and begins to ease. The economists predict that
the global economy will recover in 2010, but only slightly. German exports will then also
once again revive, and the sales outlook will improve. In the second half of the year, the real
gross domestic product should once again realize slight growth. However, no increase
in output should be expected, as lending terms are likely to remain restrictive even if the
financial crisis eases; in fact, capacity utilization should fall further over the course of the
year. For the year as a whole, growth of 0.3 % is expected for the real gross domestic prod-
uct. A further rise in unemployment is also expected; toward the end of 2010 the jobless total
should reach 4.0 million. Inflation will remain very low at 0.9 %.
German Logistics Market – Economic Crisis Hits Logistics Sector
According to estimates by Nuremberg’s Fraunhofer workgroup researching logistics, in 2009
the logistics sector in Germany will stagnate at best and reach a market volume of around
€ 220 billion. In the worst-case scenario, the researchers even predict a fall of up to 9 % to
around € 200 billion.
The Fraunhofer experts predict that some segments of the logistics sector – such as
contract logistics – will either continue to grow or suffer hardly any negative impacts. This
includes the essential goods logistics segment.
055Management ReportReports on Dependence, Events After the Balance Sheet Date and Expected Developments
Outlook for the Logistics Sector
Exploiting Market Opportunities for Industrial Services Providers
One trend which is providing a strong stimulus for the development of industrial service
providers is companies’ increasing focus on their core competences. In reaction to the mar-
kets’ permanently increasing requirements, companies intend to optimize the depth of their
product ranges so as to strengthen their competitiveness. As a result of this effort, since the
1990s there has been an increasing trend toward focusing on core competences. Activities
not identified as a core competence are outsourced. This means that outsourcing decisions
are increasingly strategic in character and are of major significance for a company’s long-
term success.
Companies’ logistics activities have become a strong focus for outsourcing. This trend
presents major opportunities for service providers such as D.Logistics to prove themselves as
reliable and efficient partners; alongside classic outsourcing of transport and warehouse ser-
vices, companies are increasingly looking at the potential for outsourcing production-related
processes, i. e. “intra-logistical” processes. This includes tasks such as in-house transport,
stock management, spare-parts distribution, quality control, consignment warehouses and
packaging.
As a result, in the past few years the German and European market for industrial services
has grown to what is clearly a disproportionately high extent in relation to the overall econ-
omy. Surveys stating that, in the period to 2010, most companies envisage a positive overall
trend in relation to outsourcing as a share of secondary logistics services show that the out-
sourcing trend is set to continue.
Predicted Sales and Results of Operations
In view of the global financial and economic crisis, the forecasts for the current fiscal year
are subject to a level of uncertainty which is significantly higher than in “normal times”. The
D.Logistics Group will not remain unaffected by the overall economic trend, but in 2009 we
will predict sales in excess of € 305 million and an operating result (EBITA) of more than
€ 10 million.
With regard to earnings, we expect the packaging segments to remain largely stable in
relation to the previous year, despite the obvious difficulty of predicting seasonal business
in the autumn in Consumer Goods Packaging. In Warehouse Logistics, on the other hand,
the outlook is weaker, particularly in the first half-year period.
This serves as confirmation of the Group’s strategic focus on its packaging segments.
The sales forecast also reflects the above predictions. In some cases, lower volumes will be
compensated for through new business. The third and fourth quarters will be of key signifi-
cance for the sales trend.
For 2010, if an economic recovery materializes we expect to see a further positive sales
and income trend.
The proposal for payment of a dividend for fiscal year 2009 will be decided on in accor-
dance with the result of the single-entity financial statements.
056 Management Report Reports on Dependence, Events After the Balance Sheet Date and Expected Developments
Company-Specific Outlook
Expected Financial Position
At present, current business activities do not on balance require significant external financ-
ing. Our financial resources secure our existing liquidity requirements and provide room for
organic growth.
In the current year, investments in property, plant and equipment with a volume of around
€ 5.6 million are planned; this corresponds to an investment quota (investments in property,
plant and equipment in relation to sales) of 1.8 % of sales. The planned investments are thus
lower than those in fiscal year 2008 (€ 7.2 million). They will mainly be financed through the
net cash provided by operating activities.
In the event of acquisitions, it may be necessary to borrow additional external funds.
Executive Board’s Overall Summary of the Group’s Expected Development
In the next few years, the D.Logistics Group will continue to develop its profile as a packaging
services provider. This is also compatible with our clear brand profile among new and exist-
ing customers. In fiscal year 2009, the D.Logistics Group too faces falling sales and income in
some segments due to the economic and financial crisis. However, our broad customer base
and many years of business relationships, our specific know-how and our financial resources
enable us to maintain a confident outlook regarding the Group’s further development. Accord-
ingly, while 2009 will be a year associated with key challenges, we expect to see a subsequent
return to organic growth and rising income.
057Management ReportReports on Dependence, Events After the Balance Sheet Date and Expected Developments
Company-Specific Outlook
058
Risk ReportPrinciples of Our Risk Policy
The role of D.Logistics AG is to act as a management holding company for operationally ac-
tive subsidiaries which provide logistics-related services in Germany and elsewhere, focusing
on packaging. As part of its holding tasks, D.Logistics AG provides the resources required for
risk management and monitors implementation of risk-policy and risk-management proce-
dures on an ongoing basis. Corporate management and control, corporate governance, the
by-laws and the risk policy are coordinated within the D.Logistics Group.
Exposure to risks is unavoidable in our efforts to achieve long-term success by taking ad-
vantage of opportunities in our services divisions and regions in an environment of constantly
changing requirements and challenges. These are carefully examined and assessed on the
basis of a risk / opportunity calculation. Our corporate and business strategy is to concentrate
operational activities and the risks associated with them within separate legal entities in order
to insulate the rest of the Group from possible negative influences.
The core risks are monitored on an ongoing basis and measures are implemented to reduce
them. The core risks comprise, in particular, risks associated with the companies’ current and
future business situation. Risks include potential losses of customers due to relocations of
packaging-related production locations or insufficiently rigorous development of market lead-
ership in core business fields. Non-core and residual risks are accepted provided they can be
specifically identified and mapped. Non-core risks are externalized (force majeure, liability to
third parties for loss or damage etc.). In particular, corporate governance guidelines (including
the D.Logistics AG by-laws) and the active monitoring of subsidiaries as the parent company
ensure that the deliberate acceptance of risks proceeds in a transparent and controlled fashion.
D.Logistics Group AG’s Executive Board considers a highly-developed awareness of risk in
all business divisions to be indispensable for the success of its risk policy. Awareness of exist-
ing and potential risks is an important element of business management. Due to the various
risk areas and the different ways in which risks are applicable within the individual subsidiar-
ies, this increased awareness is vital for a successful implementation of risk policy.
Risk Management
All activities of subsidiary companies are supported by an integrated risk management system
without exception. The purpose of risk management activities is firstly to ensure that statu-
tory requirements are complied with, and secondly to promote value-oriented management of
individual subsidiaries and thus of the D.Logistics Group as a whole. According to the Decem-
ber 31, 2008 risk inventory, the system covers around 97.5 % (previous year: around 90 %) of
subsidiary risks as measured against Group sales. The risk management system was audited
in connection with the auditing of the annual financial statements.
059Management ReportRisk Report
Risk Policy
Risk Management
Risk Controlling
Risks are identified by managing directors or site managers applying the following ten risk
categories: strategy / planning, market / sales, procurement, service provision, finance, person-
nel, IT, contracts / legal, communication and other. The responsible managers document the
risks identified in “risk maps” on a quarterly basis.
Risk measurement is standardized throughout the Group. Risks identified in risk maps are
assessed by local or site managers in terms of probability of occurrence and amount of poten-
tial loss. Individual risks are assigned quantitative values requiring response upon reaching
specific levels.
Measures taken to control identified risks are subject to regular on-site monitoring as to
their effectiveness. The Executive Board additionally supervises risk identification procedures
conducted by individual subsidiaries in the course of regular visits.
Macroeconomic and Sector Risks
For 2009, we predict a downward trend for the economy and for our industry. Detailed com-
mentary on our economic and industry outlook is provided on pages 52 ff. of the Report on
Expected Developments.
Raw materials prices, and oil prices in particular, may also pose a specific risk. New rises
would likely place a further drag on the global economy. Increasing purchasing costs would
result, potentially coupled with falling demand affecting sales in key markets for our Group
such as our export-oriented mechanical and plant engineering business, which might then
affect our business further down the line.
Currency markets may additionally pose risks. A sustained appreciation of the euro against
the US dollar would hurt sales opportunities for European companies. Since a good 16 % of
D.Logistics Group sales are dollar-denominated, a stronger euro would also put pressure on
sales and earnings due to currency translation.
Acquisition and Investment Risks
Acquisition and investment decisions intrinsically involve complex risks as they tie up sub-
stantial capital on a long-term basis. Such decisions can only be made on the basis of specific,
predefined terms governing responsibilities and approval requirements.
Performance-Related Risks
Sales and earnings of the subsidiaries are largely dependent on a relatively small number of
business relationships with larger customers. Customers come from different industries (e. g.
Procter & Gamble in consumer goods packaging, VW in the automotive industry), creating a
certain risk diversification effect in addition to the fact that different, unrelated services are
performed for one and the same customer.
060 Management Report Risk Report
Risk Controlling
Specific Risks
A primary objective of the D.Logistics Group is to promote customer loyalty, for example
through joint process and efficiency improvement projects with our customers, while main-
taining a high level of customer commitment (e. g. through customer surveys). Customer
surveys conducted for this purpose have provided positive feedback for D.Logistics Group
locations, enabling measures for a further increase in customer satisfaction. One such mea-
sure has been the redoubling of our employee training and education efforts. The acquisi-
tion of smaller customers is also important in order to broaden our customer base.
The structuring of contracts with customers also poses certain risks, such as where amor-
tization periods for investments exceed the initial contract term. Older contracts only allow
limited reaction to quantitative or qualitative changes affecting our business. At the same
time, price adjustment clauses are not always adequate for promptly passing on unexpected
procurement price increases for raw materials to customers.
Personnel Risks
A major part of the business success of the D.Logistics Group rests upon the skills and qualifi-
cations of its employees and the motivation of the managerial staff of our corporate subsidiar-
ies. For this reason, employees undergo regular training in order to ensure that the quality of
the services provided meets customer requirements. Employees at all levels of the Company
are being progressively sensitized to risk issues to ensure compliance with risk policy. Senior
management remuneration packages have been systematically restructured to emphasize vari-
able, performance-related components such as bonuses as an incentive for reaching targets.
External contractors are utilized in some cases, particularly in view of the legal environ-
ment in certain countries. This allows managing phases of increased business activity with-
out having to take on permanent employees, creating the potential for capacity underutiliza-
tion later on.
Nearly all subsidiaries are now run by managers with close ties to D.Logistics and an en-
trepreneurial attitude. The risk of loss of know-how through the departure of key personnel is
limited through documentation of relevant know-how and its possession by multiple persons
by virtue of the decision-making process structure.
IT Risks
In principle, possible IT risks may result from the failure of networks or the falsification or
destruction of data through operating or programming errors. However, the IT infrastructure
of the D.Logistics Group is in line with the Group’s decentralized structure. There are there-
fore only isolated IT risks in the individual units and there are no Group-wide IT risks.
The individual companies have extensive protection measures such as virus-protection con-
cepts, firewalls and emergency and recovery plans in accordance with specific requirements.
061Management ReportRisk Report
Specific Risks
Financial Risks
Different financing groups exist within the D.Logistics Group. The operating companies are
largely financed on a decentralized basis. D.Logistics AG’s financial risks mainly concern
guarantees and loans extended to subsidiaries.
In some cases within the Group, credit agreements are tied to compliance with financial ra-
tios (covenants). A violation of the covenants provides the banks with a right to terminate an
agreement but does not automatically trigger a repayment obligation. In addition, the agreed
credit margin and thus the Group’s financing costs may be increased.
The current banking and financial market crisis may make it harder to borrow loan capital.
Within the D.Logistics Group, there is a financing requirement for the repayment of the con-
vertible bond in December. In addition, the financing of the American subsidiary is due for ex-
tension. At the present time, we expect to be able to organize successful follow-up financing,
though it cannot be ruled out that this may only be possible subject to inferior conditions.
Interest-rate-derivative contracts are still in place for managing and limiting interest-rate
risk in connection with medium-term financing. These are directly assigned to specific debt
positions as cash flow hedges (see “Other Disclosures”, page 104).
The Group has recognized goodwill in consequence of its expansion strategy. Impairment
testing pursuant to IAS 36 may necessitate unscheduled write-downs of goodwill. Based on
the December 2008 impairment testing conducted, there is no need to recognize impairment
at this time.
Legal Risks
The D.Logistics Group is exposed to general legal risks resulting from its business activities
and from tax affairs. It is not possible to state with any certainty the outcome of currently
pending or future proceedings, so that expenses may result due to judicial or official rulings
or settlements such as are not covered or are not fully covered by insurance benefits and
which may significantly affect our business operations and earnings.
Overall Group Risk Position
In summary, as in the previous year, no operational or financial risks are currently identifi-
able which potentially jeopardize the continued existence of the D.Logistics Group as a
going concern. The Group structure entailing a wide range of services offered in a variety
of sectors and regions under a management holding company has proven effective from a
risk standpoint. Operating risks for individual subsidiaries are covered through appropriate
insurance protection as far as possible. The risk management system is being continually
upgraded and enhanced to allow risks to be identified at an early stage and appropriate coun-
termeasures to be taken.
062 Management Report Risk Report
Specific Risks
Overall Risk
063
Remuneration Report Supervisory Board Compensation
Supervisory Board compensation is governed by section 15 of the D.Logistics AG Articles of
Association. Supervisory Board members receive fixed compensation of € 15 thousand for
each full fiscal year of service on the Supervisory Board, remitted pro-rata at the end of the
quarter. The Chairman of the Supervisory Board receives twice this amount. Supervisory
Board members sitting on the Supervisory Board for less than a full fiscal year receive pro-
rata compensation based on length of service on the Board. Supervisory Board members also
enjoy full expenses reimbursement and reimbursement of any sales tax payable in connection
with their compensation and expenses.
Supervisory Board compensation totaled € 60 thousand in 2008 (previous year: € 60 thou-
sand). This amount breaks down for individual members as follows: Dr. Wolfgang Friedrich
(Chairman) € 30 thousand, Helmut Olivier € 15 thousand, Prof. Kai Furmans € 15 thousand.
In addition, the members of the Supervisory Board were reimbursed expenses of € 0.5 thou-
sand (previous year: € 0.5 thousand).
Executive Board Compensation
All of D.Logistics AG’s Executive Board members receive both fixed and variable compensation.
The variable compensation element consists of a cash bonus whose amount is fixed by the Su-
pervisory Board at its prudent discretion, taking into account the results of D.Logistics AG and
the performance of the respective Executive Board member. For two members of the Executive
Board, the amount of the cash bonus is subject to an upper limit. Payment of the bonus can
be deferred for a maximum period of one year in the event of unforeseen developments.
Following the expiry of the 2002 stock option plan in fiscal year 2007, in fiscal year 2008 it
was no longer possible to grant stock options to Executive Board members whose employment
contracts provide for this. In view of the share price’s performance to date, the stock options
issued in previous fiscal years have practically no significance. A new stock option plan has not
been launched as the bureaucracy associated with its implementation would be unjustified.
Executive Board members also receive further non-performance-related compensation,
consisting mainly of the use of a company car. Individual Executive Board members are re-
sponsible for paying tax on non-cash benefits. No pension commitments exist with regard
to Executive Board members, as the Group does not generally make use of pension plans.
Executive Board compensation for the fiscal year totaled € 1,205 thousand (previous
year: € 1,217 thousand). Total individual Executive Board member compensation breaks
down as follows:
Total compensation Fixed salary Other Performance- Totalin € thousand compensation based
components
Andreas Bargende 300 30 150 480
Tammo Fey 150 21 100 271
Detlef W. Hübner 300 4 150 454
Total 750 55 400 1,205
064 Management Report Remuneration Report
Commitments to Executive Board Members in Case of Early Termination
The arrangements in the employment contracts of the three Executive Board members vary
due to different employment conditions in place when contracts were signed.
The employment contract of Detlef W. Hübner contains no special termination clause nor
severance arrangements other than as provided for by applicable law.
The employment contract of Andreas Bargende provides for a severance package upon
early termination of the agency agreement instigated by the Company on the basis of the
fixed salary plus average annual bonuses granted up to the date of the early termination and
for the remaining duration of the contract. This does not apply in the case of immediate termi-
nation for due cause. Bargende enjoys special termination rights with three calendar months’
notice in the event (a) over 25 % of Company share capital is transferred to a third party,
thereby materially compromising the member’s position on the Executive Board by virtue of
a reconstituted Supervisory Board, or in the event that (b) the organizational structure of the
Company should be altered in such a way as to compromise materially the competences of
the member of the Executive Board, or (c) Group sales should decline to below € 220 million
for an extended period of time because of disposal decisions not supported by the Executive
Board member. In the event special termination rights are exercised, said Executive Board
member is to receive a settlement on the basis of the fixed salary plus the maximum contrac-
tual bonus amount. All settlement amounts are to be discounted at a rate of 6 %.
The employment contract of Tammo Fey does not contain general settlement provisions
but does contain special termination rights with two calendar months’ notice in the event
that over 25 % of the Company’s share capital is transferred to a third party, thereby materi-
ally compromising said member’s position and capacity on the Executive Board. In such case
there is a claim to settlement on the basis of the fixed salary.
All three Executive Board member contracts provide for a one-year non-compete clause
upon departure from the Company. Departing Executive Board members receive an indemni-
fication equal to 100 % of basic salary.
All the employment contracts expire at various points in 2009; negotiations regarding their
extension had not yet been finalized in the year under review.
065Management ReportRemuneration Report
066
Consolidated Financial Statements
068 + + Consolidated Income Statement
069 + + Consolidated Balance Sheet
070 + + Consolidated Cash Flow Statement
071 + + Consolidated Statement of Changes in Equity
072 + + Notes to the Consolidated Financial Statements
116 + + Auditors’ Report
117 + + Responsibility Statement by the Management
067
2008 2007 Note / Pagein € thousand
Sales 336,748 337,737 01 / 85
Cost of sales (295,748) (298,165) 02 / 85
Gross profit 41,000 39,572
Selling expenses (5,684) (4,997) 03 / 85
General and administrative expenses (23,582) (23,595) 04 / 86
Other operating income 6,666 4,200 05 / 86
Other operating expenses (3,838) (2,928) 06 / 86
Profit from operations (EBITA) 14,562 12,252
Financial income 1,803 1,335 07 / 87
Finance costs (7,485) (6,516) 07 / 87
Share of profit of associates 1,031 797 07 / 87
Profit before taxes (EBT) 9,911 7,868
Income tax income (expenses) 2,458 (3,959) 08 / 87
Income 12,369 3,909
of which income attributable to minority interests 884 1,151 09 / 89
of which income attributable to equity holders of parent
11,485
2,758
Earnings per share in € 2008 2007 Note / Page
Basic and diluted earnings per share, based
on the income attributable to common
shareholders of D.Logistics AG
0.257
0.065
10 / 89
Average number of shares in circulation 44,603,246 42,636,302 10 / 89
Consolidated Income Statement (IFRS)
Consolidated Financial Statements
068 Consolidated Financial Statements Consolidated Income Statement
Assets in € thousand Dec. 31,2008 Dec. 31, 2007 Note / Page
Noncurrent assets 156,821 148,463
Property, plant and equipment 54,425 54,946 12 / 90
Investment property 892 1,001 12 / 90
Goodwill 68,346 66,524 13 / 90
Other intangible assets 5,417 4,501 13 / 90
Equity-method accounted investments 2,739 2,463
Other financial assets 250 249
Financial receivables 13,205 9,994 14 / 91
Other receivables and other assets 3,362 4,407 15 / 94
Deferred tax assets 8,185 4,378 08 / 87
Current assets 80,288 88,653
Inventories 11,497 14,242 16 / 94
Trade receivables 43,874 53,477 17 / 94
Other receivables and other assets 8,903 4,615 15 / 94
Tax receivables 2,050 2,399
Financial receivables 1,821 1,212 14 / 91
Cash and cash equivalents 12,143 12,708 18 / 95
Total assets 237,109 237,116
Equity and Liabilities in € thousand Dec. 31,2008 Dec. 31, 2007 Note / Page
Equity 96,724 83,270
Equity attributable to equity holders of D.Logistics AG 95,196 81,926
Subscribed capital 44,155 44,668 19 / 95
Capital reserves 107,243 107,248 20 / 96
Accumulated losses (51,159) (62,644)
Other recognized income and expense (5,043) (7,346)
Equity attributable to minority interests 1,528 1,344 21 / 96
Noncurrent liabilities 63,612 69,712
Financial liabilities 44,593 53,017 23 / 98
Provisions for pensions 1,385 1,624 24 / 100
Other provisions 478 458 25 / 101
Other liabilities 13,330 9,879 26 / 102
Deferred tax liabilities 3,826 4,734 08 / 87
Current liabilities 76,773 84,134
Trade payables 23,893 32,567 27 / 102
Other liabilities 16,373 19,263 26 / 102
Financial liabilities 31,526 26,288 23 / 98
Tax liabilities 1,982 3,624
Other provisions 2,999 2,392 25 / 101
Total equity and liabilities 237,109 237,116
Consolidated Balance Sheet (IFRS)
069Consolidated Financial StatementsConsolidated Balance Sheet
Consolidated Cash Flow Statement
2008 2007 Note / Pagein € thousand
Profit (loss) from operations (EBIT) 14,562 12,252
Adjustments to reconcile income (loss) to cash flows from operating activities
Depreciation and amortization charges 9,449 8,515
(Gain) loss from disposal of property, plant and equipment (725) (135)
(Gain) loss from sale of investments (95) 165
Other noncash expenses (revenue) 369 46
Taxes paid (3,407) (2,938)
Changes in assets and liabilities from operating activities
Change in trade accounts receivable 9,282 1,272
Change in inventories 2,745 521
Change in other receivables and other assets (4,182) (2,800)
Change in trade accounts payable (8,409) (3,004)
Change in other liabilities (3,797) 2,507
Change in accrued expenses 264 (588)
Change in other operating assets / liabilities (net) (393) 212
Net cash provided by (used in) operating activities 15,663 16,025 28 / 103
Purchase of intangible assets and property, plant and equipment (7,060) (4,175)
Proceeds from the sale of intangible assets and property, plant and equipment 8,503 581
Purchase of financial assets 392 4,096
Dividends received 755 542
Purchase of minority interests (1,054) (18,045)
Payments for the purchase and the sale of subsidiaries (20) (9,543)
Proceeds from the sale of shares of subsidiaries 100 0
Net change in financial receivables (3,820) 453
Interest received 1,740 1,260
Net cash provided by (used in) investing activities (464) (24,831) 29 / 103
Proceeds from borrowings 1,961 37,683
Repayment of borrowings (8,642) (15,432)
Proceeds from capital increase 0 45
Payments for the purchase of treasury stock (530) 0
Dividends paid to minority shareholders (670) (590)
Net change in other financial liabilities (1,245) (6,788)
Interest paid (6,552) (5,120)
Net cash provided by (used in) financing activities (15,678) 9,798 30 / 103
Effect of exchange rate changes and changes in the scope of
consolidation on cash and cash equivalents
(86)
0
Change in cash and cash equivalents (565) 992 31 / 103
Cash and cash equivalents at the beginning of the period 12,708 11,716
Cash and cash equivalents at the end of the period 12,143 12,708
070 Consolidated Financial Statements Consolidated Cash Flow Statement
Consolidated Statement of Changes in Equity
Sub
scri
bed
capi
tal
Acc
umul
ated
loss
es
Other recognized
income and expense
Equ
ity
attr
ibut
able
to
equi
ty h
olde
rs
of D
.Log
isti
cs A
G
in € thousand Cap
ital
res
erve
s
Cum
ulat
ive
tran
slat
ion
adju
stm
ent
Res
erve
for
cash
flo
w h
edge
s
Equ
ity
attr
ibut
able
to
min
orit
y in
tere
sts
Tota
l equ
ity
Balance at Dec. 31, 2006 as reported 42,499 104,210 (65,402) (2,530) 27 78,804 5,163 83,967
Income (loss) — — 2,758 — — 2,758 1,151 3,909
Changes recognized directly in equity — — — (4,643) (292) (4,935) — (4,935)
Deferred taxes for valuation changes
recognized directly in equity
—
—
—
—
92
92
—
92
Total recognized income and expense — — 2,758 (4,643) (200) (2,085) 1,151 (934)
Capital increases 2,169 1,415 — — — 3,584 45 3,629
Reclassification of derivative
embedded in convertible bond
1,602 1,602 1,602
Share-based payment — 21 — — — 21 — 21
Dividends — — — — — — (1,482) (1,482)
Purchase of minority interests — — — — — — (3,533) (3,533)
Balance at Dec. 31, 2007 44,668 107,248 (62,644) (7,173) (173) 81,926 1,344 83,270
Income (loss) — — 11,485 — — 11,485 884 12,369
Changes recognized directly in equity — — — 2,767 (652) 2,115 — 2,115
Deferred taxes for valuation changes
recognized directly in equity
—
—
—
—
188
188
—
188
Total recognized income and expense — — 11,485 2,767 (464) 13,788 884 14,672
Capital increase from convertible bond 1 — — — — 1 — 1
Capital increase from the company‘s own resources * 22,000 (22,000) — — — — — —
Capital reduction * (22,000) 22,000 — — — — — —
Treasury stock * (514) (16) — — — (530) — (530)
Share-based payment — 11 — — — 11 — 11
Dividends — — — — — — (670) (670)
Purchase of minority interests — — — — — — (30) (30)
Balance at Dec. 31, 2008 44,155 107,243 (51,159) (4,406) (637) 95,196 1,528 96,724
* For further details, please see Note (19) on page 95.
071Consolidated Financial StatementsConsolidated Statement of Changes in Equity
Notes to the 2008 Consolidated Financial Statements
General Information
D.Logistics Aktiengesellschaft, domiciled in Hofheim am Taunus, was established by way of a notarial instru-
ment dated October 26, 1998. The Company was entered in the Frankfurt am Main commercial register
under the number HRB 46331 on December 22, 1998. The Articles of Association were adopted on Octo-
ber 26, 1998 and last amended on December 31, 2008. The purpose of the Company is to manage existing
equity investments and those to be acquired at a future date and to operate as a managing holding company,
particularly for logistics companies.
The address of the Company’s registered office is Johannes-Gutenberg-Strasse 3 – 5, 65719 Hofheim,
Germany. The Company’s shares are traded on the Regulated Market of the Frankfurt Stock Exchange. The
Company belongs to the corporate group of Lion’s Place GmbH, Hofheim am Taunus (previously Revlovers
GmbH, Hofheim am Taunus). Lion’s Place GmbH is the parent company which prepares the consolidated
balance sheet for the largest group of companies.
The Executive Board approved the IFRS consolidated financial statements on March 20, 2009 so that
they could then be forwarded to the Supervisory Board.
Basis of Preparation
D.Logistics AG prepares its consolidated financial statements in accordance with the International Finan-
cial Reporting Standards (IFRS) as applicable in the European Union. In addition, the provisions of section
315a (1) of the German Commercial Code (HGB) are complied with and applied in the preparation of the
consolidated financial statements. All IFRSs (IFRSs, IASs, IFRICs, SICs) as adopted by the European Union
and effective as of the balance sheet date were applied. In principle, the consolidated financial statements
are prepared using the historical cost concept. This excludes derivative financial instruments and financial
investments available for sale, which are measured at fair value.
All subsidiaries over which D.Logistics AG has legal or practical control are included in the consolidated
financial statements. In addition to D.Logistics AG, the consolidated financial statements include 25 (pre-
vious year: 25) fully consolidated subsidiaries in Germany and 13 (previous year: 14) in other countries
(hereinafter referred to as the “D.Logistics Group” or the “Group”).
Joint ventures are included in the consolidated financial statements using the equity method in ac-
cordance with IAS 31. Other significant equity investments are accounted for using the equity method if
D.Logistics does not hold a controlling interest, but is able to exert a significant influence on the operating
and financial policies of the investee. This is always the case if it holds between 20 % and 50 % of the vot-
ing rights (“associates”).
On acquisition of an equity investment accounted for using the equity method, the difference between
cost and proportionate equity is initially allocated to the assets and liabilities of this investment by making
certain adjustments to the fair values. Any remaining excess of cost of acquisition over net assets acquired
is recognized as goodwill, and is not amortized.
If the fair value of an investment in an associate falls below its carrying amount, its carrying amount is
written down to the fair value. The impairment loss is recognized in income, and the new carrying amount
of the investment then represents historical cost.
The annual financial statements of consolidated companies are prepared as of the reporting date of the
consolidated financial statements.
Acquisition accounting is performed in accordance with the purchase method, whereby the cost of the
acquired interests is eliminated against the parent’s share of the revalued equity at the date of acquisition.
Any resulting difference is allocated to the corresponding assets and liabilities of the subsidiary insofar as
it is due to hidden reserves or hidden liabilities.
Consolidation
072 Consolidated Financial Statements Notes to the Consolidated Financial Statements
General Information
Basis of Preparation
Any remaining excess of cost of acquisition over net assets acquired is recognized as goodwill. In accor-
dance with IFRS 3 (Business Combinations) in combination with IAS 36 (Impairment of Assets), goodwill is
not amortized over the expected useful life, but instead tested at least annually to establish whether there
is any need to recognize impairment losses.
Minority interests represent the share of net profit / loss and net assets that is not attributable to the Group.
Minority interests are reported separately in the consolidated income statement and the consolidated balance
sheet. They are reported on the face of the consolidated balance sheet as a separate component of equity
from the equity attributable to the shareholders of the parent company.
Intercompany receivables and liabilities, revenue, expenses, income and profits are eliminated as part
of consolidation.
The consolidated financial statements are prepared in euros, the functional and presentation currency of
the D.Logistics Group. Unless indicated otherwise, all amounts are given in thousands of euros.
Each company within the D.Logistics Group determines its own functional currency. The annual finan-
cial statements of the foreign subsidiaries included in the consolidated financial statements whose func-
tional currency is not the euro were converted into the Group currency (euro) on the balance sheet cut-off
date pursuant to IAS 21 in accordance with the functional currency concept. Financial statements are trans-
lated using the modified closing rate method, i. e. balance sheets are translated from the functional currency
to the reporting currency at the middle rate on the balance sheet date, while income statements are trans-
lated at the average rates for the year. The equity is translated at historical rates.
Differences resulting from the translation of assets and liabilities compared with the translation of the
previous year and translation differences between the income statement and the balance sheet are taken
directly to equity and are reported under “Other recognized income and expense”. When a foreign opera-
tion is disposed of, the cumulative amount recognized in equity for this foreign operation is reversed to the
income statement.
Foreign-currency transactions are translated at the spot rate of the foreign currency to the functional
currency prevailing at the transaction date. Foreign-currency monetary assets and liabilities are translated
at the rate on the balance sheet date. The resulting foreign exchange differences are recognized in profit or
loss for the period, with the exception of foreign exchange differences resulting from foreign-currency loans
insofar as the loans are used to hedge a net investment in a foreign operation. These are recognized directly
in equity until the net investment is disposed of and only recognized in profit or loss on the date of disposal.
The exchange rates for the translation of key currencies that are not part of the European Monetary Union
changed as follows:
Middle rate as of the balance Average rate for the yearsheet date
Foreign currency per € 2008 2007 2008 2007
US dollar 1.3917 1.4721 1.4708 1.3705
Czech crown 26.8750 26.6280 24.9460 27.7660
Slovak crown 30.1260 33.5830 31.2620 33.7750
Sales are primarily generated from services, products and rental agreements. These sales are recognized
when the relevant service has been rendered or the goods delivered, the amount of sales can be measured
reliably and it is probable that the economic benefits associated with the transaction will flow to the Group.
Sales are recognized net of purchase price reductions such as cash and sales discounts and rebates.
Currency Translation
Sales Recognition
Notes to the Consolidated Financial Statements 073Consolidated Financial Statements
Basis of Preparation
Cost of sales comprises the cost of the products and services sold. As well as direct material and manufactur-
ing costs, it also includes indirect overheads such as depreciation of manufacturing equipment, amortiza-
tion of certain intangible assets and write-downs on inventories. Cost of sales is recognized in the income
statement when incurred.
Earnings per share (EPS) are calculated in accordance with IAS 33. Basic earnings per share are calculated
by dividing the net profit / loss for the period attributable to the holders of common shares of the parent
company by the weighted average number of common shares in circulation. Shares newly issued or re-
purchased during a period are included pro rata for the time they are in circulation. Diluted earnings per
share are calculated by dividing the adjusted net profit / loss for the period attributable to the holders of
common shares of the parent company by the weighted average number of common shares in circulation
and the weighted average number of common shares that would be issued following the conversion of all
potential common shares with a dilutive effect into common shares.
Purchased intangible assets with finite useful lives are recognized at cost and amortized on a straight-line
basis over their economic lives. Capitalized software licenses are amortized over their expected useful life
of three to eight years or over the term of the relevant agreement. The amortization recognized is allocated
to the relevant functions in the income statement based on the asset’s use. If there are indications of im-
pairment and the recoverable amount is less than amortized cost, impairment losses are recognized on the
intangible assets. If the reasons for impairment cease to apply, the impairment losses are reversed accord-
ingly, up to the acquisition cost. This does not apply to capitalized goodwill.
Goodwill is recognized in accordance with IFRS 3 (Business Combinations) in conjunction with IAS 36.
These standards require goodwill to be tested annually for impairment, rather than amortized.
The accounting principles for intangible assets are as follows:
Customer Licensesrelationships and software
Amortization method used Straight-line Straight-line
Useful life 5 years 3 – 8 years
Remaining useful life 3 – 4 years up to 8 years
Amortization of intangible assets is included in the cost of sales as well as the general and administrative
expenses and the selling expenses.
Property, plant and equipment is carried at cost less straight-line depreciation recognized over the eco-
nomic life of the respective item.
Assets are removed from the balance sheet on disposal or scrapping; any disposal gains or losses are
recognized in income.
Cost of Sales
Earnings per Share
Intangible Assets and Goodwill
Property, Plant and Equipment
074 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Basis of Preparation
The following useful lives are used for depreciation:
Useful lives of property, plant and equipment
Factory and office buildings 10 – 50 years
Operating and office equipment 3 – 10 years
Machinery and equipment 6 – 20 years
Vehicle fleet 5 – 7 years
If there are indications of impairment and the recoverable amount is less than amortized cost, impairment
losses are recognized on the items of property, plant and equipment. If the reasons for impairment cease
to apply, the impairment losses are reversed accordingly, up to the acquisition cost. More complex items
of property, plant and equipment consisting of clearly separable components with different useful lives are
split into these components for the purposes of calculating depreciation. Depreciation is calculated using
the useful lives of the individual components.
Investment property as defined by IAS 40 is carried at depreciated cost and, if applicable, depreciated on
a straight-line basis over the same useful lives used for items of property, plant and equipment of the same
type. The fair value of investment property is determined using recognized valuation techniques or on the
basis of the current market price of comparable properties and disclosed in the Notes.
The process of determining whether an arrangement contains a lease is performed on the basis of the
substance of the arrangement at the date on which it is entered into, and requires a judgment on whether
meeting the respective contractual obligations is dependent on the use of one or more specific assets
and whether the arrangement transfers the right to use those assets.
Group as Lessee
Finance leases that transfer substantially all the risks and rewards incident to ownership of an asset to the
Group result in the leased asset and the corresponding liability being recognized at the inception of the lease
at the lower of the fair value of the asset or the present value of the minimum lease payments.
If there is no reasonable certainty that the D.Logistics Group will obtain ownership at the end of the
lease term, recognized leased assets are depreciated on a straight-line basis over the shorter of the lease
term or the useful life of the asset.
Lease payments are apportioned between the finance costs and the repayment of the outstanding li-
ability so as to produce a constant rate of interest on the remaining balance of the liability. Finance costs
are recognized as an expense immediately. Lease payments under operating leases are expensed on a
straight-line basis over the term of the lease.
Group as Lessor
Leases that do not transfer substantially all the risks and rewards incident to ownership of an asset from
the Group to the lessee are classified as operating leases. Initial direct costs incurred in negotiating and
arranging an operating lease are added to the carrying amount of the leased asset and expensed over the
lease term in proportion to the recognition of rental income. Contingent rent is recognized in the period in
which it is generated.
Investment Property
Leases
Notes to the Consolidated Financial Statements 075Consolidated Financial Statements
Basis of Preparation
Leases that transfer substantially all the risks and rewards incident to ownership of an asset from the
Group to the lessee are classified as finance leases with the Group as lessor. Lease payments are divided
up into finance income and repayment of lease receivables.
Sale and Lease-Back Transactions
Leases resulting from sale and lease-back transactions are classified in accordance with the general leas-
ing criteria and are treated either as finance or operating leases. In the case of a finance lease, the carrying
amount of the capital good is continued to be amortized as before. Any disposal gain is recognized and re-
versed in the income statement against the applicable finance expenditure over the term of the agreement.
Investments in joint ventures and associates are accounted for using the equity method. The cost of equity-
method accounted investments is increased or decreased annually by changes in equity insofar as these
are attributable to the D.Logistics Group.
Under the provisions of IAS 39, these financial instruments are classified as “held for trading”, “loans and
receivables”, “held to maturity” or “available for sale”.
Financial instruments held for trading are carried at fair value, with fair value changes recognized in
the income statement.
Loans and receivables are measured at amortized cost with application of the effective interest method
and less impairments. Income / losses are recorded in the income (loss) for the period.
Held-to-maturity investments are carried at amortized cost using the effective interest method.
Available-for-sale financial assets are carried at fair value, with fair value changes less income tax
expense recognized as gains or losses from the fair value measurement of financial instruments and pre-
sented as a separate item within equity.
The Company’s management classifies financial assets on acquisition and checks their classification at
each balance sheet date.
All standard market purchases and sales of financial assets are recorded in the balance sheet on the
transaction date, i. e. the date on which the Company entered into the obligation to purchase the asset.
In case of objective indications of an impairment of assets accounted for at amortized cost, the impair-
ment loss is the difference between the carrying amount of the asset and the present value of the expected
future cash flows (with the exception of expected future loan losses which have yet to occur), discounted
at the original effective interest rate for the financial asset, i.e. the effective interest rate determined at the
initial valuation. The carrying amount for the asset is reduced with use of a valuation account. The impair-
ment loss is recognized in the income statement.
In case of a decrease in the valuation adjustment in the following reporting periods, where this decrease
is objectively attributable to circumstances occurring after recording of the valuation adjustment, the previ-
ously recorded valuation adjustment will be cancelled. However, the new carrying amount of the asset may
not exceed the amortized cost at the reinstatement of the original value. The reinstatement of the original
value will be recognized in income.
In case of objective indications for trade receivables that amounts due will not all be received in accor-
dance with the originally agreed invoice terms (e. g. probability of an insolvency or significant financial dif-
ficulties for the debtor), an impairment will occur with use of a valuation account. Receivables are closed
out once they are classified as uncollectible.
Joint Ventures and Associates
Financial Assets
076 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Basis of Preparation
A financial asset (or a portion of a financial asset or a portion of a group of similar financial assets) will be
closed out subject to one of the three following conditions:
The contractual rights to receive cash flows resulting from a financial asset have expired.
The Group will retain the rights to receive cash flows resulting from financial assets but assumes a
contractual obligation of immediate payment of the cash flows to a third party under an agreement
fulfilling the conditions laid down in IAS 39.19 (Pass-Through Arrangement).
The Group has transferred its contractual rights to receive cash flows resulting from a financial asset,
thereby either (a) substantially transferring all risks and opportunities associated with ownership of the
financial asset or (b) not having substantially transferred or retained all risks and opportunities associ-
ated with ownership of the financial asset, but having transferred the power of control over the asset.
Derivative financial instruments are exclusively used by the Group to hedge interest-rate fluctuation risks.
The Group’s cash flow hedges are for fluctuations in the value of cash flows resulting from variable-interest
loans. The Group applies the hedge accounting rules pursuant to IAS 39 in the course of its accounting.
The effective portion of the profit or loss resulting from a cash flow hedge is recorded directly in equity as
a portion of the accumulated changes recognized directly in equity, while the ineffective portion is imme-
diately recognized in income. The financial instruments in their entirety are explained in Note (38).
Where a fixed obligation not shown in the balance sheet is classified as an underlying transaction, the
following accumulated change in the fair value of the fixed obligation attributable to the hedged risk will
be recognized in the result for the period as an asset or liability with a corresponding profit or loss. The
changes in the fair value of the hedging tool will also be recognized in the period result.
Cash Flow Hedges
The amounts recognized in equity will be reclassified in the income statement in the period in which the
hedged transaction affects the period result, e. g. if hedged financial income or expenses are recognized
or if an expected sale is executed. Where a hedge leads to the reporting of a nonfinancial asset or a non-
financial liability, the amounts recognized in equity will form part of the costs of acquisition at the time of
the addition of the nonfinancial asset or nonfinancial liability.
Where the stipulated transaction or fixed obligation is no longer expected to be realized, the amounts
previously recognized in equity will be reclassified to the income statement. In case of the expiry or sale,
termination or exercise of the hedging tool without a replacement or the rollover of the hedging tool into
another hedging tool, the amounts previously recognized in equity will remain a separate equity item until
the envisaged transaction or fixed obligation has been realized.
Hedging of a Net Investment
Hedging of a net investment in a foreign operation, including hedging of monetary items balanced as part
of the net investment, will be shown in the balance sheet as cash flow hedges. Profits or losses from the
hedging tool which are attributable to the effective portion of the hedging tool will be directly recognized
in equity while profits or losses attributable to the ineffective portion of the hedging tool will be recognized
in the income statement.
Derivative Financial Instruments
Notes to the Consolidated Financial Statements 077Consolidated Financial Statements
Basis of Preparation
At the disposal of a foreign operation, the accumulated value of such profits or losses directly recognized
in equity will be reclassified to the income statement.
Cash and cash equivalents on the face of the balance sheet comprise cash on hand, checks, bank balances
and short-term deposits with an original maturity of up to three months.
Inventories are carried at the lower of cost and net realizable value. As a rule, carrying amounts are cal-
culated using the weighted average cost method; for certain inventories, the FIFO method is used. Cost
comprises all production-related costs, calculated on the basis of normal employment. As well as direct
costs (such as direct material and manufacturing costs), it also includes fixed and variable material and
manufacturing overheads relating to the production process and appropriate portions of depreciation of
manufacturing equipment.
Deferred taxes are calculated using the balance sheet liability method in accordance with IAS 12. This
standard requires deferred taxes to be recognized for all temporary differences between the tax bases of
the individual companies and the carrying amounts according to IFRSs, and on consolidation adjustments.
Deferred tax assets are also recognized for future benefits expected to arise from tax loss carryforwards.
However, deferred tax assets have only been recognized for accounting differences and for tax loss carry-
forwards to the extent that it is probable that the asset will be realized. Deferred tax assets are measured
at the applicable national rates of income tax. In Germany, deferred tax assets were calculated using a tax
rate of 29.44 % (previous year: 29.50 %). This includes corporation tax at 15 %, the solidarity surcharge
of 5.5 % on the corporation tax and the average rate of trade tax within the Group. Deferred tax assets and
liabilities are measured at the tax rates that are expected to apply to the period when an asset is realized or
a liability is settled. Deferred taxes for items recognized directly in equity will also be recognized directly
in equity. Deferred tax liabilities are not recognized in case of taxable temporary differences associated with
investments in subsidiaries and associates where the timeframe for the reversal of the temporary differences
may be controlled and a reversal of the temporary differences is not probable in the foreseeable future.
Items taken directly to equity are reported under this item, unless they result from capital transactions with
shareholders, such as capital increases or dividend payments. This item includes the cumulative transla-
tion adjustment and unrealized gains or losses from the fair value measurement of financial instruments,
and derivatives used in cash flow hedges. They are recognized including deferred taxes, where applicable.
The Group applies IFRS 2 (Share-Based Payment) in the course of its accounting. In this context, it has
elected to apply the transitional provisions contained in IFRS 1, according to which IFRS 2 only has to be
applied to share-based payments granted after November 7, 2002 that have not vested prior to the first-
time application of IFRS 2. For further information on share-based payments, please refer to Note (22).
The actuarial valuation of pension provisions for defined benefit plans is based on the projected unit credit
method prescribed in IAS 19. The interest element of pension expenses is shown as a finance cost. Prior-
period actuarial gains and losses that exceed 10 % of the greater of the defined benefit obligation or the fair
value of the plan assets are recognized immediately as income or expense.
Cash and Cash Equivalents
Inventories
Deferred Taxes
Other Recognized Income and Expense
Share-Based Payment
Provisions for Pensions and Similar Obligations
078 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Basis of Preparation
In the case of defined contribution pension plans (e. g. direct insurance schemes), the contributions payable
are recognized immediately as an expense. Provisions are not recognized for defined contribution plans, as
in these cases the Group has no other obligation above and beyond its obligation to pay premiums.
Other provisions are recognized where a present obligation exists to third parties as a result of a past event,
an outflow of resources is expected and the amount can be reliably measured. They are uncertain obliga-
tions that are recognized in the amount of the best estimate. Provisions with a remaining maturity of more
than one year are discounted at market interest rates reflecting the risk specific to the liability and the pe-
riod of time until the settlement date.
Financial liabilities are carried at amortized cost. Differences between historical cost and the repayment
amount and transaction costs are accounted for using the effective interest method. Other liabilities are car-
ried at their nominal value or the repayment amount. Noncurrent other liabilities bearing no interest are
accounted for at their present value.
A financial liability will be closed out in case of the fulfillment, cancellation or expiry of the underlying
obligation for this liability.
Where an existing financial liability is replaced by another financial liability of the same lender subject
to substantially different contract terms or where the terms of an existing liability are subject to substantial
change, this replacement or change will be treated as a closing-out of the original liability and a valuation
for a new liability. The difference between the respective carrying amounts will be recognized in income.
Where the Group acquires treasury stock, this is recognized at cost on acquisition and deducted from equity.
The purchase, sale, issue or withdrawal of treasury stock is not recognized in income. Differences between
the net carrying amount and the counterperformance are recorded in the capital reserves.
The cash flow statement is prepared in accordance with the provisions of IAS 7 and shows the changes in
the Group’s cash and cash equivalents in the course of the year under review as a result of cash inflows
and outflows. A distinction is made between cash flows from operating activities, investing activities and
financing activities. Cash flows from operating activities are presented using the indirect method.
Segment reporting is performed in accordance with IAS 14 (Segment Reporting). The segments correspond
to those of the internal reporting structure. Therefore, the operating segments of the D.Logistics Group
form the basis of the primary format of segment reporting and the geographical regions the basis of the
secondary format of segment reporting. Segmentation aims to make transparent the assets and financial
position and results of operations of the Group’s individual activities and its various regions.
All liabilities are expensed in the period in which they are incurred.
D.Logistics has received government grants relating to its investment projects. In accordance with IAS 20,
these were deducted when determining the carrying amount of the respective assets. The grant is therefore
recognized as income over the asset’s useful life by means of a reduction in depreciation. Government grants
are recognized if there is reasonable assurance that the grants will be received and the Company meets the
conditions attached to the grants.
Other Provisions
Financial Liabilities and Other Liabilities
Treasury Stock
Cash Flow Statement
Segment Reporting
Liabilities
Government Grants
Notes to the Consolidated Financial Statements 079Consolidated Financial Statements
Basis of Preparation
The preparation of the consolidated financial statements in accordance with IFRSs sometimes requires
the Executive Board to make estimates or assumptions that can affect the reported amounts of assets,
liabilities and financial liabilities as of the balance sheet date, and the income and expenses for the re-
porting period. Actual amounts and changes may differ from these estimates and assumptions.
The significant judgments and estimates applied are described in the following section:
Recognition and measurement of other provisions are based on an estimate of the probability of the
future outflow of benefits, supplemented by past experience and the circumstances known at the balance
sheet date. As such, the actual outflow of benefits may differ from the amount recognized under other pro-
visions. Please see Note (25) for further disclosures.
Deferred tax assets from tax loss carryforwards are recognized on the basis of an estimate of the future
recoverability of the corresponding tax benefits, i. e. if there is expected to be sufficient taxable income or
reduced tax expense in future. The next five years are assumed as the assessment timeframe for this. The
actual taxable income situation in future periods, and hence the extent to which tax loss carryforwards
can actually be utilized, may differ from the estimate performed at the date on which the deferred taxes
are recognized. Please see Note (8) for further disclosures.
Significant forward-looking estimates and assumptions are made in the context of the impairment tests
performed on goodwill, because the discounted cash flow method used for these tests requires the calcula-
tion of future cash flows, an appropriate rate of interest and long-term future growth rates. Any change in
these factors may affect the results of such impairment tests. Please see Note (13) for further disclosures.
Where an agreement regarding a business combination stipulates an adjustment of the costs of acqui-
sition for the combination such as is dependent on future events, the amount of this adjustment will be
incorporated in the costs of acquisition for the combination at the time of acquisition if the adjustment is
probable and can be reliably measured. Further judgements may be required for the classification of leases.
In principle, the balancing and valuation methods used are the same as those used in the previous year,
with the exception of the following IFRS standards and interpretations (“new accounting standards”) used
for the first time in the fiscal year.
The new and revised IFRS standards and interpretations IFRS 7 “Financial Instruments: Disclosures”, IAS 39
“Financial Instruments: Recognition and Measurement” and IFRIC 11 “IFRS 2 Group and Treasury Stock
Transactions” had no effect on the consolidated financial statements.
The IASB and IFRIC have published the following standards and interpretations which are likely to be of
relevance for the D.Logistics Group. However, in fiscal year 2008 application of these standards and in-
terpretations was not yet mandatory. The Group opted to waive early application.
IFRS 3 “Business Combinations”: The revised standard IFRS 3 was published in January 2008 and is first
applicable for fiscal years beginning on or after July 1, 2009. The standard was subject to comprehensive
revision as part of the IASB / FASB convergence project. The material changes refer, in particular, to the
introduction of an option in the valuation of minority interests to choose between recognition of the identifi-
able pro-rata net assets (so-called “purchased goodwill method”) and the so-called “full goodwill method”,
according to which the acquired company’s entire goodwill – including goodwill relating to minority
interests – is to be recognized. Also worthy of emphasis are the reevaluation as income or expense of exist-
ing investment holdings as of first-time control (step acquisition), mandatory consideration, at the time of
acquisition, of a counterperformance tied to the occurrence of future events and the treatment of transac-
tion costs as income.
Management Judgments and Key Sources of Estimation Uncertainty
Changed Accounting and Valuation Methods
New Accounting Standards
080 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Basis of Preparation
The transitional provisions stipulate that the new rule is to apply prospectively. There are no changes
for assets and liabilities resulting from business combinations prior to the first-time application of the
new standard.
As the Group will probably continue to use the purchased goodwill method in case of future business
combinations, the new rule will have no effect.
IFRS 8 “Operating Segments”: This standard requires the disclosure of information regarding the Group’s
operating segments and replaces the obligation to specify primary (operating segments) and secondary
(geographical segments) segment reporting formats for the Group. IFRS 8 is compulsory for fiscal years
beginning on or after January 1, 2009. The new standard will affect the manner of publication of financial
information regarding the Group’s operating segments but not the recognition and measurement of assets
and liabilities in the consolidated financial statements.
IAS 1 “Presentation of Financial Statements”: The revised standard IAS 1 was published in September 2007
and is first applicable for fiscal years beginning on or after January 1, 2009. The new version of the stan-
dard includes material changes to the presentation and reporting of financial information in financial
statements. The changes include, in particular, the introduction of an overall account comprising both the
period income and the as yet unrealized profit and loss previously reported in the equity and replacing
the previous income statement. In addition, as well as the balance sheet on the balance sheet date and the
balance sheet on the previous reporting date, a balance sheet must now also be prepared at the beginning
of the period of comparison where the company retrospectively applies accounting and valuation methods,
corrects an error or transfers a balance-sheet item. The new standard will affect the manner of publica-
tion of the Group’s financial information but not the recognition and measurement of assets and liabilities
in the consolidated financial statements.
IAS 27 “Consolidated and Separate Financial Statements”: The revised standard IAS 27 was published in
January 2008 and is first applicable in a period under review beginning on or after July 1, 2009. The changes
primarily relate to accounting for non-controlling shares (minority interests) which will in future fully partic-
ipate in the Group’s losses and for transactions leading to the loss of control over a subsidiary and whose
effects are to be recognized as income or expense. In contrast, the effects of share sales which do not lead
to a loss of control are to be recognized directly in equity. The transitional provisions stipulate prospective
application. There are therefore no changes for assets and liabilities resulting from such transactions prior
to the first-time application of the new standard. At the present time, the application of the new standard is
not expected to have any significant effect on the consolidated financial statements.
In May 2008, the IASB published an initial collection of “Improvements to IFRS” detailing minor changes
to existing standards. In two subsections, this standard specifies changes to 20 IFRS standards. The first
subsection consists of changes affecting presentation, recognition or measurement. The second subsection
contains changes of wording and editorial changes. Unless otherwise specified in the relevant standard,
the changes apply for fiscal years beginning on or after January 1, 2009. Earlier application is permissible.
At the present time, D.Logistics does not expect application of the revised versions – where these are “en-
dorsed” by the European Union in this form – to significantly affect the consolidated financial statements.
Notes to the Consolidated Financial Statements 081Consolidated Financial Statements
Basis of Preparation
Scope of Consolidation
In addition to D.Logistics AG, the group of fully consolidated companies includes all major subsidiaries
and subgroups over which D.Logistics AG has legal or practical control.
Dec. 31,2007 Additions Disposals Dec. 31,2008
Consolidated subsidiaries 39 2 3 38
thereof in Germany 25 1 1 25
thereof abroad 14 1 2 13
Companies valued using
the equity method
4
0
0
4
thereof in Germany 3 0 0 3
thereof abroad 1 0 0 1
Total 43 2 3 42
As of the reporting date December 31, 2008, the scope of consolidation of D.Logistics AG consisted of
25 fully consolidated subsidiaries in Germany and 13 in other countries.
The following table shows the companies fully consolidated as of December 31, 2008:
Companies fully consolidated as of Dec. 31, 2008 Country Equity interest (%)*
Aircon Airfreight Container Maintenance GmbH, Mörfelden-Walldorf Germany 56.7
Baumann Technologie GmbH, Oberhausen Germany 56.0
D.Logistics Airport Services GmbH, Hofheim Germany 100.0
D.Logistics Services GmbH, Hofheim Germany 100.0
D.Services Immobilien GmbH & Co. KG i.L., Hofheim Germany 94.8
Dönne + Hellwig Logistics GmbH, Hofheim Germany 100.0
Dualogis GmbH, Erlenbach Germany 51.0
Deufol Tailleur GmbH, Oberhausen (including subsidiaries) Germany 100.0
Alltrans Exportverpackung GmbH, Hamburg Germany 65.5
APL / Techno-Pack Verpackungs GmbH, Frankfurt Germany 100.0
BVU Bayerisches Verpackungsunternehmen GmbH, Munich Germany 100.0
Deufol Exportverpackungsgesellschaft mbH, Oberhausen Germany 100.0
Deutsche Tailleur Industrie-Service GmbH, Nuremberg Germany 100.0
DTG Eggemann Industrieverpackung GmbH, Bochum Germany 100.0
DTG Verpackungslogistik GmbH, Fellbach Germany 51.0
DTG Mannheim GmbH, Mannheim Germany 100.0
Fischer Kisten GmbH, Mühlhausen Germany 100.0
GGZ Gefahrgutzentrum Frankenthal GmbH, Frankenthal Germany 100.0
GTV Logistik GmbH, Bruchsal Germany 100.0
Günter Baumann Transport + Verpackung GmbH, Oberhausen Germany 100.0
Horst Lange GmbH, Hamburg Germany 56.7
IAD Industrieanlagen-Dienst GmbH, Munich Germany 100.0
IAS Industrieanlagen-Service GmbH, Nuremberg Germany 100.0
Tailleur & Topp GmbH, Berlin Germany 100.0
Walpa Gesellschaft für Übersee- und Spezialverpackung mbH, Walldorf Germany 100.0
Consolidated Companies
082 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Scope of Consolidation
Companies fully consolidated as of Dec. 31, 2008 Country Equity interest (%)*
Logis Industriedienstleistung GmbH, Tulln a.d. Donau Austria 100.0
Logisprůmyslovéobalya.s.,Ivancice Czech Republic 100.0
Logispriemyselnéobalys.r.o.,Krusovce Slovak Republic 100.0
Deufol Packaging Italy S. R. L., Fagnano Olona Italy 100.0
D.Logistics North America Inc., Sunman, Indiana
(including subsidiary)
USA
100.0
J & J Packaging Co., Brookville, Indiana USA 100.0
D.Logistics Packing N. V., Tienen Belgium 100.0
D.Logistics Tienen N. V., Tienen Belgium 100.0
D.Logistics Services N. V., Tienen (including subsidiary) Belgium 100.0
Arcus Installation N. V., Houthalen Belgium 100.0
AT + S N. V., Houthalen Belgium 100.0
D.Logistics Waremme S. A., Waremme Belgium 98.8
So. Ge. Ma. S. p. A., Fagnano Olona Italy 100.0
* attributable to the relevant parent
The following companies were included in consolidation using the equity method:
Companies accounted for using the equity method as of Dec. 31, 2008 Country Equity interest (%)
SIV Siegerländer Industrieverpackungs GmbH, Kreuztal Germany 50.0
Abresch Industrieverpackung GmbH, Viernheim Germany 50.0
Deutsche Tailleur Bielefeld GmbH & Co. KG, Bielefeld Germany 30.0
D.Logistics France SAS, Saint Nabord France 24.0
The pro-rata figures of the equity-method accounted investments are as follows:
Assets in € thousand Dec. 31,2008 Dec. 31,2007
Current assets 2,244 1,941
Noncurrent assets 2,338 2,297
Total assets 4,582 4,238
Equity and liabilities in € thousand
Liabilities 1,907 1,871
Equity 2,675 2,367
Total equity and liabilities 4,582 4,238
Sales 10,521 9,092
Total expenses (9,458) (8,282)
Annual net profit 1,063 810
At December 31, 2008, the accumulated pro-rata losses of D.Logistics France SAS, which have not been
included, are € 64 thousand (prior period: € 96 thousand); the profit for the current period, which has not
been included, is € 32 thousand (prior period: € 13 thousand).
Investments Accounted for Using the Equity Method
Notes to the Consolidated Financial Statements 083Consolidated Financial Statements
Scope of Consolidation
Under a contract dated January 22, 2008, Dönne + Hellwig Logistics GmbH acquired 100 % of the limited
partner’s shares in Dönne + Hellwig GmbH & Co. KG. The purchase price was € 90 thousand. As Dönne + Hell-
wig Logistics GmbH was also the general partner at the time of acquisition, Dönne + Hellwig GmbH & Co. KG
was automatically merged with the acquiring company through the acquisition, so that there was no change
to the consolidated group as of December 31, 2008. Due to the merger with Dönne + Hellwig Logistics
GmbH, no separate disclosures regarding the sales and income trend of Dönne + Hellwig GmbH & Co. KG
are available for the fiscal year.
The fair values for the assets and liabilities of the acquired companies at the time of acquisition are pre-
sented in the following summary:
Previous net Fair valuescarrying at the time of
in € thousands amounts acquisition
Intangible assets 6 6
Property, plant and equipment 8 48
Other receivables 179 179
Deferred tax assets 0 3
Cash and cash equivalents 70 70
Total assets 263 306
Other reserves (51) (60)
Financial liabilities 0 (42)
Miscellaneous liabilities (99) (99)
Total liabilities (150) (201)
Net assets 113 105
Goodwill from company acquisitions (15)
Purchase price 90
less cash and cash equivalents 70
Cash outflow 20
With effect as of March 31, 2008, D.Logistics North America Inc. acquired 15 % of the shares in J & J Pack-
aging Co. and Franks Industries Inc. The purchase price was USD 1.5 million (€ 949 thousand). Through
this purchase price, all outstanding dividend claims of the minority shareholders from previous years have
been settled. D.Logistics North America Inc. now holds 100 % of the shares in J & J Packaging Co. and
Franks Industries Inc. With effect as of June 30, 2008, Franks Industries Inc. merged with J & J Packaging Co.
As the minority shareholders were granted put options for their remaining shares under the original
acquisition deal, these companies were already fully consolidated in previous years in accordance with the
IFRS rules. Accordingly, through the acquisition of the minority shares only a liability which amounted to
€ 963 thousand as of December 31, 2007 and was shown under the other noncurrent liabilities was repaid.
With effect as of April 23, 2008, Deufol Packaging Italy S. R. L., Fagnano Olona, was established as a fully-
owned subsidiary of Deufol Tailleur GmbH, Oberhausen. In the second quarter of 2008, the company had
not yet commenced business activities and was included in the consolidated group for the first time in the
third quarter. On September 26, 2008, the liquidation of Local_Log. S. R. L., Fagnano Olona, was approved.
This company was no longer active. It was therefore deconsolidated on September 30, 2008.
Acquisition and Sales
084 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Scope of Consolidation
Consolidated Income Statement Disclosures
The sales include rents from the investment properties in the amount of € 162 thousand (previous year:
€ 197 thousand). In respect of further sales disclosures, we refer to the segment reporting.
The cost of sales includes the following expenses:
in € thousand 2008 2007
Cost of purchased services 89,207 99,645
Personnel costs 86,681 87,160
Cost of materials 71,352 68,118
Rental and lease expenses 16,714 15,319
Depreciation, amortization and impairment 8,252 7,278
Space costs 6,094 4,198
Maintenance costs 4,424 3,983
Insurance premiums 3,102 3,249
Vehicle fleet costs 2,553 1,946
Expenses for loss or damage incurred 963 984
Miscellaneous 6,406 6,285
Total 295,748 298,165
The cost of sales includes expenses for the investment properties in the amount of € 172 thousand (previ-
ous year: € 183 thousand). Income was achieved through these properties throughout the fiscal year.
The selling expenses include the following expenses:
in € thousand 2008 2007
Personnel costs 3,927 3,830
Travel expenses 422 368
Advertising costs 273 230
Depreciation, amortization and impairment 121 38
Cost of purchased services 38 47
Other selling expenses 903 484
Total 5,684 4,997
01 Sales
02 Cost of Sales
03 Selling Expenses
Notes to the Consolidated Financial Statements 085Consolidated Financial Statements
Consolidated Income Statement Disclosures
The general and administrative expenses include the following expenses:
in € thousand 2008 2007
Personnel costs 13,691 13,452
Legal and consulting costs 2,337 2,778
Depreciation, amortization and impairment 1,076 1,199
IT and communications costs 1,122 1,144
Cost of purchased services 718 921
Rental and lease expenses 656 534
Travel expenses 536 366
Annual general meeting and financial reports 304 258
Space costs 293 393
Other administrative expenses 2,849 2,550
Total 23,582 23,595
The following table shows the breakdown of other operating income:
in € thousand 2008 2007
Insurance compensation and other indemnification 3,689 1,525
Release of accruals and liabilities 444 632
Income from disposal of fixed assets 1,035 338
Exchange rate gains 258 56
Miscellaneous 1,240 1,649
Total 6,666 4,200
The insurance compensation and indemnification item includes income of € 3.3 million resulting from a
settlement concerning warehouse damage in Italy.
The following table shows the breakdown of other operating expenses:
in € thousand 2008 2007
Provision for legal dispute 1,132 0
Relocation costs 156 747
Other space costs 508 712
Losses on disposal of fixed assets 310 203
Expenses for deconsolidation 373 165
Consumption taxes resulting from external audit 450 0
Miscellaneous 909 1,101
Total 3,838 2,928
04 General and Administrative Expenses
05 Other Operating Income
06 Other Operating Expenses
086 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Income Statement Disclosures
The financial result can be broken down as follows:
in € thousand 2008 2007
Financial income 1,803 1,335
from bank balances 533 439
from capital leases 1,207 821
Accumulation of receivables 63 75
Finance costs (7,485) (6,516)
from financial liabilities (5,576) (4,255)
from convertible bond (399) (1,645)
from finance leases (718) (418)
from recognition of the interest rate swap in income (167) 0
Accumulation of liabilities and accruals (625) (198)
Shares of profits of equity method-accounted companies 1,031 797
Total (4,651) (4,384)
The Group’s income taxes can be broken down as follows:
in € thousand 2008 2007
Effective income tax expense 2,110 4,048
Germany 1,616 2,866
Rest of the World 494 1,182
Deferred income taxes due to the occurrence or reversal of temporary differences
(4,568)
(89)
Germany (5,059) 612
Rest of the World 491 (701)
Total (2,458) 3,959
Deferred tax proceeds can be broken down as follows:
in € thousand 2008 2007
New valuation due to tax rate changes 0 537
Recognition of loss carryforwards (4,849) 485
Different valuation of property, plant and equipment (1,013) (744)
Different valuation of clientele (132) 0
Different valuation of convertible bond (50) (485)
Different valuation of financial liabilities 859 (193)
Different valuation of inventories 443 (443)
Realization of compensation claims 1,087 29
Finance leasing (607) (15)
Other (306) 740
Total (4,568) (89)
As of December 31, 2008, deferred taxes were calculated for German companies with an overall tax rate of
29.44 % (previous year: 29.50 %). The relevant national tax rate applies for the deferred taxes of companies
outside Germany. The increase in recognition of loss carryforwards is due to the conclusion of a profit and
loss transfer agreement between D.Logistics AG and Deufol Tailleur GmbH, which will enable future use of
existing loss carryforwards of D.Logistics AG.
07 Financial Result
08 Income Tax Income /Expenses
Notes to the Consolidated Financial Statements 087Consolidated Financial Statements
Consolidated Income Statement Disclosures
The following table shows the reconciliation between the expected and reported income tax expense for
the Group, subject to the 29.44 % (previous year: 38.41 %) income tax rate for D.Logistics AG:
in € thousand 2008 2007
Profit from continuing operations before taxes 9,911 7,868
Income tax rate of the D.Logistics Group as % 29.44 38.41
Expected tax expense 2,918 3,022
Effect of different tax rates (12) (93)
Effect of changes in tax rates 0 537
Valuation adjustments and unrecognized
deferred tax assets on loss carryforwards
315
567
Reversal of the valuation adjustments and use of
previously unconsidered tax losses
(6,540)
(1,458)
Effect of tax-exempt income (524) (1,846)
Effect of expenses not deductible for tax purposes 819 900
Effect of taxation of internal income and expenses 0 2,148
Prior-period tax effects 294 663
Other 272 (481)
Income taxes (2,458) 3,959
Effective tax rate (%) (24.80) 50.32
Deferred tax assets can be broken down as follows:
in € thousand 2008 2007
Tax loss carryforwards 5,803 954
Different valuation of property, plant and equipment 0 919
Financial liabilities 0 859
Finance leases 1,200 506
Different valuation of inventories 0 443
Changes recognized directly in equity 266 78
Provisions for pensions 52 76
Other 864 543
Total 8,185 4,378
Deferred tax assets include € 6,783 thousand (previous year: € 1,544 thousand) for consolidated companies
in Germany. In Germany, tax loss carryforwards can be carried forward indefinitely, although domestic in-
come is subject to minimum taxation. As of December 31, 2008, corporate income tax loss carryforwards
amounted to a total of € 78.2 million (previous year: € 85.6 million). Of this amount, € 75.8 million (previous
year: 81.1 million) can be carried forward indefinitely. The trade tax loss carryforwards of German Group
companies amount to € 82.8 million (previous year: € 87.2 million) and can be carried forward indefinitely.
Temporary differences relating to shares in subsidiaries and associates for which no deferred taxes were
accounted total € 17.7 million (previous year: € 16.3 million).
088 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Income Statement Disclosures
Deferred tax liabilities can be broken down as follows:
in € thousand 2008 2007
Compensation claims 1,116 29
Plant, property and equipment 1,342 3,248
Finance leases 539 452
Clientele 466 580
Convertible bond 51 101
Other 312 324
Total 3,826 4,734
The consolidated net profit attributable to minority interests primarily consists of profit shares attributable
to companies in the Deufol Tailleur Group.
The basic earnings per share are calculated in accordance with IAS 33 as a quotient from the Group result
due to the shareholders of D.Logistics AG and the average number of shares in circulation during the fiscal
year. Newly issued shares are to be taken into consideration pro rata temporis for the period in which they
are in circulation. The weighted average was reduced through the acquisition of treasury stock. Earnings are
diluted where the average number of shares is increased by adding potential shares from option and conver-
sion rights. The convertible bonds issued in December 2004 do not have any diluting effect, as their conver-
sion into common stock would not reduce the earnings per share resulting from continuing operations.
Income in € thousand 2008 2007
Income attributable to the holders of D.Logistics AG common stock 11,485
2,758
Shares outstandingfiguresinunits
Weighted average number of shares 44,603,246 42,636,302
The following personnel costs are included in the expense items:
in € thousand 2008 2007
Wages and salaries 81,891 81,968
Social security contributions 22,408 22,474
Total 104,299 104,442
The average number of employees in 2008 was 3,187 (previous year: 3,051), of which Industrial Goods
Packaging accounted for 1,129 employees (previous year: 943), Consumer Goods Packaging 960 employees
(previous year: 1,007) and Warehouse Logistics 1,093 (previous year: 1,095). The holding had 5 employees
on average (previous year: 6). As of the reporting date December 31, 2008, the Group had 3,168 employees
(previous year: 3,294).
The Group auditors’ fees recognized in the consolidated income statement amounted to € 430 thou-
sand (previous year: € 388 thousand) for audits of financial statements and € 36 thousand (previous year:
€ 20 thousand) for other services.
09 Profit / Loss Attributable to Minority Interests
10 Earnings per Share
11 Other Consolidated Income Statement Disclosures
Notes to the Consolidated Financial Statements 089Consolidated Financial Statements
Consolidated Income Statement Disclosures
Consolidated Balance Sheet Disclosures
Property, plant and equipment also includes leased buildings and technical equipment and machinery
where the Group as lessee is considered to be the economic owner because all substantial risks and
rewards incident to the use of the leased assets are transferred.
Within leased assets, the following amounts are attributable to the “Operating and office equipment”
and “Technical equipment and machinery” asset classes:
in € thousand 2008 2007
Cost 7,978 7,309
Accumulated depreciation and amortization charges (4,139) (4,046)
Net carrying amount 3,839 3,263
The following amounts are attributable to “Buildings”:
in € thousand 2008 2007
Cost 7,502 5,329
Accumulated depreciation and amortization charges (3,901) (3,458)
Net carrying amount 3,601 1,871
As of December 31, 2008, the fair value of investment property was € 1.3 million (previous year: € 1.3 mil-
lion). The fair value of investment property was measured on the basis of the Company’s yield analysis.
Intangible assets primarily consist of the goodwill recognized on consolidating acquirees. The currency
translation adjustments result from the translation of the US dollar-denominated financial statements of
the Group’s US subsidiaries.
The following table shows the breakdown of goodwill by segment:
Industrial Consumer Warehouse Total Goods Goods Logisticsin € thousand Packaging Packaging
Net carrying amount as of Jan. 1, 2008
52,753
6,568
7,203
66,524
Additions 62 217 0 279
Currency translation adjustments (1) 1,544 0 1,543
Net carrying amount as of Dec. 31, 2008 52,814 8,329 7,203 68,346
In accordance with IAS 36 (Impairment of Assets), goodwill should be tested for impairment at least once
a year. In the course of impairment testing, the carrying amount of a cash-generating unit (CGU) is compared
with its recoverable amount. The recoverable amount of a CGU is the higher of its fair value less costs to
sell and its value in use. In the D.Logistics Group, the Consumer Goods Packaging, Industrial Goods Pack-
aging and Warehouse Logistics segments are defined as CGUs.
12 Property, Plant and Equipment
13 Intangible Assets
090 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
This corresponds to the procedure adopted in previous years and the chosen structure for Group manage-
ment and financial reporting purposes. The recoverable amount is the value in use as calculated on the basis
of the present value of future cash flows.
Future cash flows are determined on the basis of the multiple-year financial plans of the companies in-
cluded in consolidation. The concrete planning period in each case is three years. The forecasts contained
therein are based on past experience and expected future segment and market development.
Discount rates before taxes are determined on the basis of market data and amount to 10.71 % (previ-
ous year: 9.14 %) for Industrial Goods Packaging, 10.35 % (previous year: 9.78 %) for Consumer Goods
Packaging and 10.92 % (previous year: 9.38 %) for Warehouse Logistics. The terminal growth rates
(1.5 % to 2 %; previous year: 2 %) do not exceed the long-term growth rates for the industry and region in
which the cash-generating units operate.
Impairment testing did not identify the need to recognize impairment losses for the CGUs defined above.
In the management’s opinion, no change such as may be reasonably deemed possible in one of the under-
lying assumptions for calculation of the value in use of the cash-generating units may lead to a situation
where the carrying amount of the cash-generating units significantly exceeds its recoverable amount.
The D.Logistics Group has rental and lease agreements under which D.Logistics is the lessor and essen-
tially all risks and opportunities are transferred to the lessee. These are classified as finance leases with
D.Logistics as the lessor. They relate primarily to buildings, technical equipment and machinery that is
used exclusively on a customer-specific basis. Corresponding financial receivables have been recognized
on the basis of the net investment in the future lease installments to be paid by the customer.
The total of the future minimum lease payments can be broken down as follows as of December 31, 2008:
in € thousand 2008 2007
Total future minimum lease payments 22,666 16,017
thereof due within one year 2,994 1,921
thereof due between one and five years 10,846 7,321
thereof due in more than five years 8,826 6,775
Present value of future minimum lease payments 16,173 11,743
thereof due within one year 1,821 1,212
thereof due between one and five years 7,178 5,004
thereof due in more than five years 7,174 5,527
Interest element 6,493 4,274
These amounts differ from the amounts reported under financial receivables in the balance sheet by
€ 2,847 thousand (previous year: € 2,087 thousand) due to the fact that the minimum lease payments
include expected future investment.
The financial receivables also include liquid funds of € 1,700 thousand (previous year: € 1,550 thou-
sand) which are subject to limited availability and a normal rate of interest.
14 Financial Receivables
Notes to the Consolidated Financial Statements 091Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
Procurement and production costs Depreciation and amortization charges Net amounts
Dec. 31, 2007 Currency Changes in Additions Disposals Reclassifi- Dec. 31,2007 Jan. 1, 2007 Currency Changes in Additions Disposals Reclassifi- Dec. 31,2007 Dec. 31, 2006 Dec. 31,2007translation the scope of cations translation the scope of cations
adjustments consolidation adjustments consolidationin € thousand
Property, plant and equipment
Land, land rights and buildings 36,026 (1,577) 3,559 132 (517) 2,478 40,101 13,562 (555) 0 1,217 (52) 0 14,172 22,464 25,929
Technical equipment and machinery 45,437 (2,782) 910 2,214 (1,025) (187) 44,567 33,473 (1,956) 0 2,832 (964) 13 33,398 11,964 11,169
Operating and office equipment 28,553 (220) 445 1,083 (1,079) (141) 28,641 16,076 (179) (148) 2,185 (901) (13) 17,020 12,477 11,621
Assets under construction 2,847 (151) 14 533 0 (2,150) 1,093 0 0 0 0 0 0 0 2,847 1,093
Leased assets 12,746 0 120 1,248 (1,476) 0 12,638 7,500 0 (85) 1,441 (1,352) 0 7,504 5,246 5,134
Investment property 1,948 0 0 33 0 0 1,981 875 0 0 105 0 0 980 1,073 1,001
Total 127,557 (4,730) 5,048 5,243 (4,097) 0 129,021 71,486 (2,690) (233) 7,780 (3,269) 0 73,074 56,071 55,947
Intangible assets
Patents, licenses, trademarks and
similar rights and assets
6,660
0
3,552
180
(181)
0
10,211
5,460
0
(375)
735
(110)
0
5,710
1,200
4,501
Goodwill 41,540 (2,899) 3,578 25,066 (761) 0 66,524 0 0 0 0 0 0 0 41,540 66,524
Total 48,200 (2,899) 7,130 25,246 (942) 0 76,735 5,460 0 (375) 735 (110) 0 5,710 42,740 71,025
Total 175,757 (7,629) 12,178 30,489 (5,039) 0 205,756 76,946 (2,690) (608) 8,515 (3,379) 0 78,784 98,811 126,972
Consolidated statement of changes in assets 2007 and 2008
in € thousand Jan. 1, 2008 Dec. 31,2008 Jan. 1, 2008 Dec. 31,2008 Dec. 31,2007 Dec. 31,2008
Property, plant and equipment
Land, land rights and buildings 40,101 1,233 0 920 (1,703) (1,390) 39,161 14,172 307 0 1,502 (1,657) 1 14,325 25,929 24,836
Technical equipment and machinery 44,567 1,207 (29) 1,508 (3,065) (723) 43,465 33,398 872 (29) 2,706 (2,950) (590) 33,407 11,169 10,058
Operating and office equipment 28,641 148 (62) 2,764 (1,349) (353) 29,789 17,020 71 (71) 2,185 (1,119) 7 18,093 11,621 11,696
Assets under construction 1,093 14 0 121 (361) (472) 395 0 0 0 0 0 0 0 1,093 395
Leased assets 12,638 (27) 40 1,884 (1,152) 2,097 15,480 7,504 (12) 0 1,738 (1,114) (76) 8,040 5,134 7,440
Investment property 1,981 0 0 0 0 0 1,981 980 0 0 109 0 0 1,089 1,001 892
Total 129,021 2,575 (51) 7,197 (7,630) (841) 130,271 73,074 1,238 (100) 8,240 (6,840) (658) 74,954 55,947 55,317
Intangible assets
Patents, licenses, trademarks and
similar rights and assets
10,211
218
6
1,747
(10)
841
13,013
5,710
29
0
1,209
(10)
658
7,596
4,501
5,417
Goodwill 66,524 1,543 0 279 0 0 68,346 0 0 0 0 0 0 0 66,524 68,346
Total 76,735 1,761 6 2,026 (10) 841 81,359 5,710 29 0 1,209 (10) 658 7,596 71,025 73,763
Total 205,756 4,336 (45) 9,223 (7,640) 0 211,630 78,784 1,267 (100) 9,449 (6,850) 0 82,550 126,972 129,080
092 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
Procurement and production costs Depreciation and amortization charges Net amounts
Dec. 31, 2007 Currency Changes in Additions Disposals Reclassifi- Dec. 31,2007 Jan. 1, 2007 Currency Changes in Additions Disposals Reclassifi- Dec. 31,2007 Dec. 31, 2006 Dec. 31,2007translation the scope of cations translation the scope of cations
adjustments consolidation adjustments consolidationin € thousand
Property, plant and equipment
Land, land rights and buildings 36,026 (1,577) 3,559 132 (517) 2,478 40,101 13,562 (555) 0 1,217 (52) 0 14,172 22,464 25,929
Technical equipment and machinery 45,437 (2,782) 910 2,214 (1,025) (187) 44,567 33,473 (1,956) 0 2,832 (964) 13 33,398 11,964 11,169
Operating and office equipment 28,553 (220) 445 1,083 (1,079) (141) 28,641 16,076 (179) (148) 2,185 (901) (13) 17,020 12,477 11,621
Assets under construction 2,847 (151) 14 533 0 (2,150) 1,093 0 0 0 0 0 0 0 2,847 1,093
Leased assets 12,746 0 120 1,248 (1,476) 0 12,638 7,500 0 (85) 1,441 (1,352) 0 7,504 5,246 5,134
Investment property 1,948 0 0 33 0 0 1,981 875 0 0 105 0 0 980 1,073 1,001
Total 127,557 (4,730) 5,048 5,243 (4,097) 0 129,021 71,486 (2,690) (233) 7,780 (3,269) 0 73,074 56,071 55,947
Intangible assets
Patents, licenses, trademarks and
similar rights and assets
6,660
0
3,552
180
(181)
0
10,211
5,460
0
(375)
735
(110)
0
5,710
1,200
4,501
Goodwill 41,540 (2,899) 3,578 25,066 (761) 0 66,524 0 0 0 0 0 0 0 41,540 66,524
Total 48,200 (2,899) 7,130 25,246 (942) 0 76,735 5,460 0 (375) 735 (110) 0 5,710 42,740 71,025
Total 175,757 (7,629) 12,178 30,489 (5,039) 0 205,756 76,946 (2,690) (608) 8,515 (3,379) 0 78,784 98,811 126,972
in € thousand Jan. 1, 2008 Dec. 31,2008 Jan. 1, 2008 Dec. 31,2008 Dec. 31,2007 Dec. 31,2008
Property, plant and equipment
Land, land rights and buildings 40,101 1,233 0 920 (1,703) (1,390) 39,161 14,172 307 0 1,502 (1,657) 1 14,325 25,929 24,836
Technical equipment and machinery 44,567 1,207 (29) 1,508 (3,065) (723) 43,465 33,398 872 (29) 2,706 (2,950) (590) 33,407 11,169 10,058
Operating and office equipment 28,641 148 (62) 2,764 (1,349) (353) 29,789 17,020 71 (71) 2,185 (1,119) 7 18,093 11,621 11,696
Assets under construction 1,093 14 0 121 (361) (472) 395 0 0 0 0 0 0 0 1,093 395
Leased assets 12,638 (27) 40 1,884 (1,152) 2,097 15,480 7,504 (12) 0 1,738 (1,114) (76) 8,040 5,134 7,440
Investment property 1,981 0 0 0 0 0 1,981 980 0 0 109 0 0 1,089 1,001 892
Total 129,021 2,575 (51) 7,197 (7,630) (841) 130,271 73,074 1,238 (100) 8,240 (6,840) (658) 74,954 55,947 55,317
Intangible assets
Patents, licenses, trademarks and
similar rights and assets
10,211
218
6
1,747
(10)
841
13,013
5,710
29
0
1,209
(10)
658
7,596
4,501
5,417
Goodwill 66,524 1,543 0 279 0 0 68,346 0 0 0 0 0 0 0 66,524 68,346
Total 76,735 1,761 6 2,026 (10) 841 81,359 5,710 29 0 1,209 (10) 658 7,596 71,025 73,763
Total 205,756 4,336 (45) 9,223 (7,640) 0 211,630 78,784 1,267 (100) 9,449 (6,850) 0 82,550 126,972 129,080
Notes to the Consolidated Financial Statements 093Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
The following table shows the breakdown of the “Other receivables and other assets” item:
2008 2007
in € thousand Total Current Total Current
Value-added tax and other taxes receivable 632 632 650 650
Receivables from employees 35 35 62 62
Receivables from related parties 773 259 929 430
Guarantees 1,338 184 1,471 257
GHX purchase price receivable 988 988 1,315 286
Receivables from former shareholders 1,350 0 1,350 0
Prepaid expenses 1,390 1,228 843 781
Insurance compensation and indemnification 4,420 4,420 0 0
Miscellaneous 1,339 1,157 2,402 2,149
Total 12,265 8,903 9,022 4,615
The following table shows the breakdown of inventories:
in € thousand 2008 2007
Raw materials, consumables and supplies 8,597 10,585
Finished products and merchandise 1,630 2,315
Work in progress 1,270 1,342
Total 11,497 14,242
At the end of the year, inventories to the value of € 204 thousand (previous year: € 875 thousand) were
subject to valuation adjustments. The difference in relation to the previous year resulted from the scrap-
ping or sale of valuation-adjusted inventories.
All trade receivables are non-interest-bearing and are generally due within 30 to 90 days.
in € thousand 2008 2007
Trade receivables 44,879 54,486
Valuation adjustments (1,005) (1,009)
Trade receivables, net 43,874 53,477
Trade receivables from related parties amount to € 337 thousand (previous year: € 585 thousand).
15 Other Receivables and Other Assets
16 Inventories
17 Trade Receivables
094 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
As of December 31, 2008, the age structure of the trade receivables was as follows:
Overdue, but not value-impaired
Neither overdue nor < 30 30 – 60 60 – 90 90 – 180 > 180
in € thousand Total value-impaired days days days days days
2008 43,874 32,135 7,289 1,609 739 661 1,441
2007 53,477 40,425 6,866 2,378 1,277 963 1,568
In respect of the receivables which are neither value-impaired nor overdue, as of the reporting date there
are no indications that the debtors will be unable to meet their payment obligations.
The following table shows the development of valuation adjustments on trade receivables:
Bal- Currency Change Addition Utili- Reversal Bal-ance trans- in the zation ance
Jan. 1, lation scope of Dec. 31,2008 adjust- consoli- 2008
in € thousand ments dation
Valuation adjustments
on trade receivables
1,009
1
(421)
820
(344)
(60)
1,005
Bal- Currency Change Addition Utili- Reversal Bal-ance trans- in the zation ance
Jan. 1, lation scope of Dec. 31,2007 adjust- consoli- 2007
in € thousand ments dation
Valuation adjustments
on trade receivables
1,125
(2)
(77)
209
(14)
(232)
1,009
The following table shows the breakdown of cash and cash equivalents:
in € thousand 2008 2007
Cash on hand 75 74
Checks 6 4
Bank balances 12,062 12,630
Total 12,143 12,708
There are no restrictions on the amounts reported as liquid funds.
In accordance with the resolution passed by the Annual General Meeting on June 17, 2008, the Company’s
share capital was increased by € 22,000,000 from € 44,668,395 to € 66,668,395 through the conversion of
a part-amount of the capital reserves reported as of December 31, 2007 (capital increase using company
resources). In accordance with a further resolution passed by the Annual General Meeting on June 17, 2008,
the share capital was reduced again by € 22,000,000 to € 44,668,395.
18 Cash and Cash Equivalents
19 Subscribed Capital
Notes to the Consolidated Financial Statements 095Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
The € 22,000,000 reduction was implemented in accordance with the provisions of the German Stock Cor-
poration Act concerning an ordinary capital reduction by means of a reduction of each share’s portion of
the share capital to enable the acquisition of treasury stock. The Company’s Executive Board authorized
this for the acquisition and use (including withdrawal) of treasury stock pursuant to section 71 (1) no. 8
of the German Stock Corporation Act and allocation of the excess portion of the reduction amount to the
Company’s capital reserves (section 272 (2) no. 4 of the German Commercial Code).
As of December 31, 2008, the Subscribed Capital is € 44,154,978 (previous year: € 44,668,395) and is divided
up into the same number of no-par value shares to bearer. In the past fiscal year, the Subscribed Capital
increased by € 500 as a result of the exercise of conversion rights attaching to the convertible bond issued
in December 2004. It was reduced by € 513,917 due to the withdrawal of shares purchased within the
framework of the share repurchase program expiring December 31, 2008.
An amount of € 19,263,858 remained unchanged as Approved Capital as of December 31, 2008 for the
issuance of new shares in return for cash contributions or contributions in kind (end of previous year:
€ 19,263,858).
In accordance with the resolution passed by the Annual General Meeting on June 29, 2004, the Com-
pany has been authorized to increase the Company’s share capital by up to € 19,263,858 by May 31, 2009.
Including outstanding options, contingent capital amounted to € 12,766,866 at December 31, 2008
(end of previous year: € 12,847,377).
In accordance with the resolution passed by the Annual General Meeting on June 17, 2008, the Company
has been authorized to purchase up to 4,466,839 of its own shares in the period from June 17, 2008 to De-
cember 16, 2009; this corresponds to 10 % of the share capital as of June 2008. On September 29, 2008,
pursuant to section 71 (1) no. 8 of the German Stock Corporation Act the Executive Board of D.Logistics AG
approved the exercise of the right granted by the Annual General Meeting on June 17, 2008 to acquire and
use Company shares and to implement a share repurchase program. Under this program, up to December
31, 2008 513,917 no-par value shares were purchased for the purpose of withdrawal. The share capital
attributable to these shares amounted to € 513,917, corresponding to 1.15 % of the share capital. The pur-
chase price was € 530 thousand.
In the year under review, the capital reserves decreased from € 107,248 thousand to € 107,243 thousand.
This includes an increase of € 11 thousand due to the recognition of the personnel costs for the share-based
payment system and a € 16 thousand decrease due to the recognition of the share repurchase program.
The capital reserves mainly consist of the premium resulting from the issue of shares plus payments by the
shareholders.
Equity attributable to minority interests primarily relates to the minority interests in companies of the
Deufol Tailleur Group. The changes in these interests are presented in detail in the statement of changes
in equity.
Stock Option Plan August 2002
At the Annual General Meeting on August 13, 2002, a stock option plan was resolved for members of the
Executive Board and members of the management of subsidiaries in Germany and abroad with a volume
of up to 850,000 shares (“Stock Option Plan August 2002”). The issue period is limited to twelve days after
publication of quarterly or annual financial statements. The subscription price is calculated as the average
price after such a publication plus 25 %. Stock options may be exercised for the first time two years after
issue and only during the issue period of ten days, starting twelve days after the publication of quarterly or
annual financial statements. An exercise hurdle of an additional 50 % on the subscription price must be
observed. The stock options could be issued on one or several occasions up to August 12, 2007, and have
a term of three years.
20 Capital Reserves
21 Equity Attributable
to Minority Interests
22 Share-Based Payment
096 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
Under the Stock Option Plan August 2002, stock options were issued as follows:
Figures in units 2003 2004 2005 2006 2007
Stock options 33,334 100,000 100,000 80,000 93,750
The changes in the options issued to eligible employees under the Stock Option Plan August 2002 are
summarized in the following table:
2008 2007
Number Exercise Number Exerciseprice price
(average, in €) (average, in €)
Options outstanding (at January 1) 223,750 2.45 180,000 2.18
Options granted 0 0 93,750 2.81
Options forfeited 0 0 0 0
Options exercised 0 0 0 0
Options expired 80,000 2.13 50,000 2.15
Options outstanding (at December 31) 143,750 2.63 223,750 2.45
of which exercisable at December 31 50,000 2.28 50,000 2.10
In accordance with IFRS 2, the fair value of the stock options issued is determined using an option pricing
model. The total value of the options at the issue date is recognized ratably as a personnel cost over the
lock-up (vesting) period. In the year under review, the options issued under the Stock Option Plan August
2002 resulted in personnel costs of € 11.4 thousand (previous year: € 20.6 thousand).
The weighted average remaining contractual term of the options outstanding as of December 31, 2008
is 1.03 years (previous year: 1.64 years). The weighted average fair value of the options granted during the
fiscal year was € 0 (previous year: € 18,281).
The range of subscription prices for options outstanding at the end of the reporting period is between
€ 2.28 and € 2.81 (previous year: € 2.10 and € 2.81).
The fair value of equity-settled stock options is determined at the grant date using the Black – Scholes op-
tion pricing model. The calculation at the relevant exercise date was based on the following parameters:
Issue / valuation date Jun. 6, 2005 Apr. 21, 2006 Sep. 5, 2006 Apr. 24, 2007
Share price at the issue date (€) 1.75 1.85 1.76 2.30
Subscription price (€) 2.10 2.28 2.17 2.81
Expected share price volatility (%) 48.0 35.0 30.0 23.0
Expected dividend yield (%) 0.0 0.0 0.0 0.0
Risk-free interest rate (%) 2.5 3.6 3.6 4.0
Term of options (years) 3 3 3 3
The expected volatility is based on the assumption that future trends can be inferred from historical volatil-
ity; however, actual volatility may differ from the assumptions made. No other factors relating to the option
grant were incorporated into the measurement of fair value.
Notes to the Consolidated Financial Statements 097Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
The following table summarizes the financial liabilities of the D.Logistics Group:
2008 2007
thereof with a remaining thereof with a remainingmaturity of maturity of
Total up to 1 to over Total up to 1 to overin € thousand 1 year 5 years 5 years 1 year 5 years 5 years
Liabilities to banks 66,320 27,727 29,597 8,996 71,918 25,195 32,520 14,203
Convertible bonds 2,750 2,750 0 0 2,579 0 2,579 0
Liabilities under
financial leases
6,998
1,049
3,484
2,465
4,757
1,093
2,775
889
Other financial
liabilities
51
0
51
0
51
0
0
51
Financial liabilities 76,119 31,526 33,132 11,461 79,305 26,288 37,874 15,143
Property, plant and equipment in the amount of € 38.6 million (previous year: € 38.9 million), trade re-
ceivables in the amount of € 5.8 million (previous year: € 8.6 million) and inventories in the amount of
€ 5.4 million (previous year: € 8.5 million) have been pledged as collateral to secure liabilities to banks and
other financial liabilities. These assets have been collateralized subject to standard terms and modalities.
Current account credit lines of € 34.1 million are available to the Group at various banks (previous year:
€ 31.9 million). As of December 31, 2008, € 13.1 million (previous year: € 17.6 million) of this had been
utilized, subject to variable interest rates. The financial liabilities carried in the balance sheet are subject
to standard market interest rate risk. In fiscal year 2008, the average weighted interest rate for short-term
loans was 6.13 % (previous year: 6.35 %).
The following table shows the Group’s material noncurrent liabilities to banks:
2008 2007
Currency Net Remain- Effective Currency Net Remain- Effective carry- ing interest carry- ing interest
ing maturity rate ing maturity rate amount (years) (%) amount (years) (%)(€ thou- (€ thou-
sand) sand)
Loans EUR 10,752 10 6.05 EUR 11,630 11 6.05
Loans EUR 2,625 6 5.25 EUR 2,859 7 5.25
Loans EUR 10,000 4 variable * EUR 10,000 5 variable*
Loans EUR 11,786 5.5 variable * EUR 13,929 6.5 variable*
Loans USD 0 0 0 USD 7,281 up to 5 7.25
* 3-month EURIBOR + 1.5 %
There are also further noncurrent liabilities to banks for financing of property, plant and equipment, par-
ticularly technical equipment and machinery, in the amount of € 7.7 million (previous year: € 7.8 million).
The liabilities to banks also include liabilities under finance leases in the amount of € 2.9 million (previous
year: € 3.2 million). Bank liabilities of € 3.2 million relate to the interim financing of the Waremme expan-
sion investment.
For the variable-interest loans interest-rate hedging transactions have been concluded in some cases.
Please see Note (38) from page 105 onwards for further disclosures.
23 Financial Liabilities
Liabilities to Banks
098 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
As of December 31, 2008, in one case agreed financial ratios had not been fulfilled. This relates to bank
liabilities in the amount of € 9.2 million. This did not trigger an automatic repayment obligation. It is at the
bank’s discretion to demand or waive repayment. To date, the bank has not demanded repayment. However,
the relevant bank liabilities have been reported as current.
On December 8, 2004, D.Logistics AG placed a convertible bond in the principal amount of € 7.2 million
with shareholders and institutional investors in Germany and abroad. It issued a total of 72,000 individual
bonds with a face value of € 100.00 each at an issue price of 100 %. The individual bonds have a maturity
of five years and bear interest of 7.00 % per year. The bond can be converted into up to 4.0 million new
shares from the Company’s contingent capital at a conversion price of € 1.80. In fiscal year 2008, a total of
500 new shares were created out of the contingent capital through conversion of individual bonds (previ-
ous year: 2,169,774). The liability for the convertible bond amounts to € 2,750 thousand as of December 31,
2008 (previous year: € 2,579 thousand).
The conversion right can be exercised on business days after the 2005 Annual General Meeting until
December 8, 2009, except for the non-exercise periods detailed in section 6.2.2 of the bond terms and con-
ditions. The bond is unsecured and ranks equally with all current and future non-subordinated liabilities of
the Company. The Company has undertaken, for as long as the bond is outstanding, not to pledge any more
of its assets as collateral for capital market liabilities without allowing bondholders equal ranking for this col-
lateral. The convertible bond also includes the Company’s right to make early repayment in the event of a
change of control over the Company. The Company is entitled to make early repayment due to immateriality;
immateriality is deemed to exist when the total amount of individual bonds outstanding falls below € 1.5 mil-
lion. The convertible bond is traded on the Regulated Unofficial Market of the Frankfurt Stock Exchange.
The total of the future minimum lease payments from financial leases can be broken down as follows as of
December 31, 2008:
in € thousand 2008 2007
Total future minimum lease payments 17,430 9,620
thereof due within one year 3,032 2,330
thereof due between one and five years 9,137 5,977
thereof due in more than five years 5,261 1,313
Present value of future minimum lease payments 9,924 7,938
thereof due within one year 1,817 1,802
thereof due between one and five years 5,490 4,912
thereof due in more than five years 2,617 1,224
Interest element 7,506 1,682
€ 2,926 thousand (previous year: € 3,181 thousand) of the liabilities under finance leases are included in
liabilities to banks. Of these, liabilities of € 768 thousand (previous year: € 703 thousand) have a remaining
maturity of up to one year, liabilities of € 2,006 thousand (previous year: € 2,143 thousand) have a remain-
ing maturity of one to five years and liabilities of € 152 thousand (previous year: € 335 thousand) a remain-
ing maturity of more than five years. In several cases, extension or purchase options plus price-adjustment
clauses apply which are based on standard indexes.
Convertible Bond
Liabilities under Financial Leases
Notes to the Consolidated Financial Statements 099Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
The increase in minimum lease payments resulted from a sale and lease-back transaction involving a com-
mercial real estate item. This real estate item was sold with effect as of February 1, 2008 for € 8 million
and leased back by a Group company on a long-term basis. The portion of the transaction relating to the
building was classifiable as a finance lease.
The D.Logistics Group has both defined contribution and defined benefit pension schemes in place. The de-
fined benefit pension plans include pension obligations (funded and unfunded) and noncurrent benefit enti-
tlements (provisions for similar post-employment benefits). Noncurrent benefit entitlements are recognized
in the balance sheet at the Italian subsidiaries. The recognized provisions can be broken down as follows:
in € thousand 2008 2007
Provisions for pensions 677 598
Provisions for other post-employment benefits 708 1,026
Total 1,385 1,624
The pension obligations (actuarial present value of benefit entitlements or defined benefit obligation) were
calculated using actuarial methods. The calculations were based on the following parameters:
Germany Italy
in € thousand 2008 2007 2008 2007
Discount rate 5.7 % 5.3 % 4.0 % 4.6 %
Turnover rate * 0.0 % 0.0 % 0.0 % 0.0 %
Index-linked salary increase 1.0 % 1.0 % 3.2 % 2.0 %
Index-linked pension increase 1.0 % 1.0 % 3.9% 3.0 %
*Noassumptionsaremadewithregardtoturnover,asallbenefitsarevested.
Pension obligations are measured in accordance with the provisions of IAS 19.
The following table shows the changes in the present value of the total obligation:
in € thousand 2008 2007
Present value of the obligation at January 1 1,373 1,896
Current service cost 4 21
Adjustment due to change in the law 0 (178)
Interest cost 64 74
Pension payments (254) (280)
Actuarial losses 17 (160)
Addition to consolidated group 60 0
Present value of the obligation at December 31 1,264 1,373
The present value of the total obligation was € 2,083 thousand at December 31, 2004, € 2,004 thousand at
December 31, 2005 and € 1,895 thousand at December 31, 2006.
24 Provisions for Pensions
100 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
Adjustment to reconcile the total obligation to net pension provisions:
in € thousand 2008 2007
Present value of the total obligation at December 31 1,264 1,373
Unrealized gains 121 251
Net pension provisions at December 31 1,385 1,624
The net pension provisions recognized in the balance sheet changed as follows in the fiscal year:
in € thousand 2008 2007
Net pension provisions at January 1 1,624 1,987
Current pension expense (45) (83)
Pension payments (254) (280)
Addition to consolidated group 60 0
Net pension provisions at December 31 1,385 1,624
Pension expense in the fiscal year can be broken down as follows:
in € thousand 2008 2007
Current service cost 4 21
Adjustment due to change in the law 0 (178)
Interest cost 64 74
Actuarial losses (113) 0
Total pension expense (45) (83)
For fiscal year 2009 pension payments roughly matching the level in the previous year are predicted.
In the case of the defined contribution plans, the D.Logistics Group does not enter into any obligations
above and beyond its obligation to pay contributions. In 2008, pension expenses relating to defined contri-
bution plans totaled € 827 thousand (previous year: € 833 thousand). In addition, contributions were paid
to state pension insurance agencies in the amount of € 4,750 thousand (previous year: € 4,694 thousand).
The following table shows the changes in other provisions:
Jan. 1, Util- Reversal Addition Re- Dec. 31, 2008 ization classi- 2008
fica-in € thousand tions
Guarantee and liability risk 723 134 317 95 0 367
Litigation risk 700 89 5 1,148 50 1,804
Restructuring 699 572 0 45 0 172
Other risks 728 206 12 674 (50) 1,134
Total 2,850 1,001 334 1,962 0 3,477
25 Other Provisions
Notes to the Consolidated Financial Statements 101Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
Provisions for guarantee and liability risks included assuming obligations for former subsidiaries and the
claims from damage and other warranties. These provisions were recognized on the basis of experience
from previous years. The accruals for legal disputes were made for anticipated claims due to ongoing
legal disputes.
The provisions recognized by the D.Logistics Group are mainly current provisions. More specifically, the
outflows are structured as follows, based on when they are expected to be settled:
Current Noncurrent Total
in € thousand 2008 2007 2008 2007 2008 2007
Guarantee and liability risk 367 723 0 0 367 723
Legal disputes 1,754 700 50 0 1,804 700
Restructuring 172 699 0 0 172 699
Other risks 706 270 428 458 1,134 728
Total 2,999 2,392 478 458 3,477 2,850
Other liabilities can be broken down as follows:
2008 2007
in € thousand Total Current Total Current
Value-added tax and other taxes payable 2,896 2,896 2,345 2,345
Social security liabilities 412 412 1,775 1,775
Liabilities to employees relating to wages and salaries 2,051 2,051 2,136 2,136
Other liabilities to employees (annual leave, overtime, etc.) 6,437 6,437 5,408 5,408
Liabilities from put options 0 0 963 963
Deferred income 4,210 437 225 91
Liabilities to related parties 10,699 2,306 11,830 2,406
Miscellaneous 2,998 1,834 4,460 4,119
Total 29,703 16,373 29,142 19,263
The liabilities to related parties include the purchase price liability resulting from the acquisition of the
minority interests in Deufol Tailleur GmbH (€ 9,748 thousand; previous year: € 10,687 thousand). The re-
maining purchase price payments are staggered as follows: € 1.5 million on June 30, 2009 and € 2.0 million
on June 30, 2010. In addition, a performance-related purchase price component was agreed which is due
in 2010 and may amount to up to € 7.0 million. Due to clearly above-target income in fiscal year 2008 and
the current planning and control accounting, this additional purchase price was carried as a liability as of
December 31, 2008 with its present value of 6,447 (previous year: € 6,102 thousand).
Trade payables amounting to € 23,893 thousand (previous year: € 32,567 thousand) all have remaining ma-
turities of less than one year. They include trade payables of € 1,661 thousand (previous year: € 2,270 thou-
sand) that have not yet been invoiced.
26 Other Liabilities
27 Trade Payables
102 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Consolidated Balance Sheet Disclosures
Consolidated Cash Flow Statement Disclosures
The consolidated cash flow statement is prepared in accordance with IAS 7. It shows the origin and use of
cash flows in fiscal years 2008 and 2007 and is therefore of key importance when it comes to assessing the
financial position of the D.Logistics Group. The cash flow statement distinguishes between cash flows from
operating activities, investing activities and financing activities.
The cash and cash equivalents reported in the cash flow statement correspond to the “Cash and cash
equivalents” item in the balance sheet and comprise cash on hand, checks and immediately available bank
balances with an original maturity of up to three months. A breakdown of cash and cash equivalents is pro-
vided in Note (18).
Net cash from or used in investing activities and financing activities is determined on the basis of cash
flows in each case. By contrast, net cash from or used in operating activities is derived using the indi-
rect method.
Net cash provided by operating activities amounted to € 15.7 million in fiscal year 2008 (previous year:
€ 16.0 million). It should be noted that adjustments were made for the effects of changes in the scope of
consolidation.
In the past fiscal year, a € 0.5 million (previous year: € 24.8 million) outflow of funds from investing activi-
ties resulted. This includes in particular the investments in intangible assets and property, plant and equip-
ment in the amount of € 7.1 million. A sale-and-lease-back transaction involving a commercial real estate
item produced an inflow of € 7.9 million in fiscal year 2008.
In the past fiscal year, financing activities resulted in an outflow of funds in the amount of € 15.7 million,
compared to an inflow of € 9.8 million in 2007. This was mainly due to the reduction in bank liabilities on
balance, in the amount of € 6.7 million, and paid interest of € 6.6 million.
As in the previous year, D.Logistics AG did not pay any dividend in 2008.
The cash and cash equivalents balance decreased by € 0.6 million. Net financial indebtedness – defined
as financial liabilities less the Group’s financial receivables, cash and cash equivalents – decreased by
€ 6.4 million.
28 Net Cash Provided by Operating Activities
29 Net Cash Used in Investing Activities
30 Net Cash Used in Financing Activities
31 Change in Cash and Cash Equivalents
Notes to the Consolidated Financial Statements 103Consolidated Financial Statements
Consolidated Cash Flow Statement Disclosures
Other Disclosures
Within the Group, guarantees have been granted to third parties only for items reported in the balance
sheet or reciprocal rental payment guarantees within the Group. The Group has guarantees to associates
totaling € 891 thousand (previous year: € 891 thousand).
Expenses amounting to € 17,371 thousand (previous year: € 15,053 thousand) were recognized in the
consolidated income statement due to rental agreements and leases that do not qualify as finance leases
under IFRSs (operating leases). The proportion of contingent lease payments included therein is of minor
significance.
Within the framework of the purchase of the Logis Group in December 2007, a variable additional pur-
chase price payment of up to € 2.5 million was agreed with the vendors. This is dependent on accumulated
sales and income figures for the three acquired companies in fiscal years 2007 to 2009. This additional pur-
chase price was not reported as of December 31, 2008 as the results realized in 2007 and 2008 fell short of
the results required for an additional purchase price and on account of the current planning and control ac-
counting for 2009.
We examine legal disputes and administrative procedures on an individual basis. We evaluate the pos-
sible outcomes of such legal disputes on the basis of the information we have received and in consultation
with our lawyers and tax advisers. Where we are of the opinion that an obligation will probably lead to fu-
ture fund outflows, we carry as a liability the present value of the expected fund outflows where these are
deemed to be reliably measurable. Legal disputes and tax affairs present complex issues and are associated
with a large number of imponderabilities and difficulties, including the facts and circumstances of the indi-
vidual case and the authority involved. D.Logistics’ key legal risks are indicated in the following.
Tax assessment notices were issued in January 2009 against a Group company for previous fiscal years,
requiring an additional tax payment due to alleged concealed dividend payments to former shareholders of
this subsidiary in the amount of € 3.7 million. Objections have been lodged against these notices. In view of
the legal assessments it has received, the Group considers that, through the appeals procedure, there is a
good prospect that these tax notices will not be enforced. Moreover, D.Logistics AG is not obliged to settle
this company’s liabilities. Accordingly, no accrual was established for this item as of December 31, 2008.
Claims relating to packaging damages were brought against a subsidiary. The Company has been found
to be liable in the pending court proceedings. The claim for damages amounts to € 6.1 million. In the Com-
pany’s opinion, the level of damages will be considerably less and within the scope of the risk covered.
The future (non-discounted) minimum lease payments under such non-cancelable leases are as follows:
in € thousand Dec. 31,2008 Dec. 31,2007
Not later than one year 13,916 12,928
Later than one year and not later than five years 26,704 25,988
Later than five years 6,310 5,469
Total minimum lease payments 46,930 44,385
These standard market obligations result primarily from leases for warehouse or office space, vehicles, and
IT and office equipment. The leases have terms of between one and six years and, in some cases, contain a
renewal option.
32 Contingencies and Contingent Liabilities
33 Obligations under Operating Leases – Group as Lessee
104 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Other Disclosures
The D.Logistics Group has concluded leases for the commercial leasing of its investment property. These
leases have remaining, noncancelable terms of between three and five years. All leases contain a clause
under which the rent can be adjusted annually on the basis of prevailing market conditions.
In accordance with IAS 17 further contracts have been classified as operating leases with the Group as
lessor. These contracts have remaining, noncancelable terms of between one and five years.
As of December 31, 2008, receivables in the form of future minimum lease payments under noncancelable
operating leases are as follows:
in € thousand Dec. 31,2008 Dec. 31,2007
Not later than one year 1,343 1,325
Later than one year and not later than five years 2,552 3,316
Later than five years 962 545
Total minimum lease payments 4,857 5,186
As of the balance sheet date, there were no contingent assets that could have a significant financial im-
pact on the D.Logistics Group.
In previous years, the D.Logistics Group received government grants for its investment projects totaling
€ 0.7 million. It was required to repay an amount of € 0.3 million, which was recognized in full as a liability.
Over and above this, the conditions attached to these grants have been met in full.
In principle, D.Logistics’ goal is to secure its equity capital base on a long-term basis. A Group equity ratio in
excess of 30 % is aimed for. As of December 31, 2008, the Group’s equity ratio amounted to 40.8 % (previ-
ous year: 35.1 %). The equity ratio thereby functions merely as a passive management criterion, with sales
and the operating result (EBIT) being used as active management variables.
In some cases within the Group, credit agreements are tied to compliance with financial ratios. In these
cases, the development of the relevant financial ratios forms a fixed component of the reporting of the af-
fected companies, for early recognition and rectification of undesirable trends and negotiations with the
relevant lenders.
In the course of its operating activities, the D.Logistics Group is exposed in particular to interest rate risk,
currency risk, default risk and risks arising from price fluctuations. The D.Logistics Group uses a standard-
ized, Group-wide risk management system to manage these risks. The aim is to establish an operating routine
based on actions, and therefore on constant risk minimization. Within the D.Logistics Group, derivatives are
used exclusively for risk reduction purposes.
Currency risk
The currency risk is the risk of the fair value or future cash flows of a financial instrument being subject
to change due to exchange-rate fluctuations. Overall, the risks resulting from the change in exchange
rates are of minor significance for the operating activities of the D.Logistics Group. The main effect on the
Group’s assets position resulted from the translation of the American companies’ US dollar-denominated
financial statements into the reporting currency euro. Further currency risks result from the consolidation
of the Czech company. Our current assessment is that these risks will not have any significant effects on
the Group’s asset and financial position or its results of operations.
The D.Logistics Group has not currently used any forward exchange transactions to hedge currency risks.
34 Receivables under Operating Leases – Group as Lessor
35 Contingent Assets
36 Government Grants
37 Capital Management Disclosures
38 Financial Risk Management
Notes to the Consolidated Financial Statements 105Consolidated Financial Statements
Other Disclosures
Credit risks
The Group only enters into business with creditworthy third parties. In almost all cases, customers of the
D.Logistics Group are major industrial companies with good or very good credit standing. In addition, the
Group’s receivables are continuously monitored so that the Group is not exposed to any significant default
risk. The maximum default risk for trade receivables is limited to their carrying amount. Please see Note (17)
for further disclosures.
In case of other financial assets of the Group such as cash and cash equivalents, receivables under
finance leases and other assets, the maximum credit risk in the event of the counterparty’s default is the
carrying amount of these instruments.
Liquidity risks
The liquidity risk is the risk of a company experiencing difficulties in meeting its payment obligations for
its financial instruments.
The D.Logistics Group is financed in a decentralized form. Most financing is provided by means of
bilateral bank loans and syndicated borrowing facilities. The consolidated companies’ liquidity status is
continuously monitored by means of a standardized monthly reporting system.
The following table shows all the contractually agreed payments for interest and repayment for financial
liabilities shown in the balance sheet:
in € thousand 2009 2010 to 2013 after 2013
At December 31, 2008
Convertible bond 3,126 0 0
Liabilities to banks 30,963 36,105 9,922
Liabilities under financial leases 2,117 6,884 5,101
Other financial liabilities 0 51 0
Trade payables 23,893 0 0
Other liabilities (excluding tax liabilities) 13,183 9,086 0
Derivative financial liabilities 465 693 5
2008 2009 to 2011 after 2011
At December 31, 2007
Convertible bond 205 3,127 0
Liabilities to banks 28,567 41,807 14,598
Liabilities under financial leases 2,330 5,977 1,313
Other financial liabilities 0 0 51
Trade payables 32,567 0 0
Other liabilities (excluding tax liabilities) 17,135 10,724 0
Derivative financial liabilities 28 422 31
Interest rate risk
The interest rate risk is the risk of the fair value or future cash flows of a financial instrument being subject
to fluctuation due to changes in the market interest rate. Businesses may be exposed to this risk through
both variable-interest and fixed-interest financial instruments.
106 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Other Disclosures
The D.Logistics Group holds both fixed-interest and variable-interest financial instruments. In some cases,
interest-rate hedging transactions in the form of interest rate swaps have been entered into to secure sig-
nificant, variable-interest noncurrent bank loans.
The following table shows the Group’s interest-rate hedging transactions at December 31, 2008:
Interest rate derivatives Maturity
Currency Notional amount Fair value Start date Maturity date
Euro 11,785,714 (668,284) Jun. 29, 2007 Jun. 30, 2014
Euro 5,000,000 (234,274) Nov. 15, 2007 May 15, 2012
US dollar 2,180,556 (246,134) Jan. 1, 2007 Jan. 1, 2012
The euro-denominated interest rate swaps are allocated to directly and indirectly earmarked loans in
the form of cash flow hedges. The change in the fair value of these interest rate swaps is reported in other
recognized income and expense. The fair values are based on market prices for comparable instruments.
Due to the entirely effective hedge relationship, no ineffectivity was recorded in the income statement. The
US dollar-denominated hedge is no longer fully effective, so that changes in fair value are recorded in the
income statement.
If the interest rate level as of December 31, 2008 had been 1.0 % higher (lower), the fair value of the inter-
est rate swaps would have been € 521 thousand higher (€ 547 thousand lower).
If the interest rate level as of December 31, 2008 for variable-interest liabilities had been an average of
100 base points higher (lower), this would have had an effect on the Group’s interest expense in the ap-
prox. amount of € 191 thousand (previous year: € 264 thousand).
The net result for the financial instruments in terms of valuation categories is as follows:
From subsequent measurement
From At Currency Valuation From 2008 2007interest fair value translation adjust- disposal
in € thousand ment
Loans and receivables 1,803 — 258 (820) — 1,241 1,149
Financial assets
available for sale
—
—
—
—
—
—
—
Financial assets
held for trading
—
—
—
—
—
—
—
Financial liabilities
measured at
amortized cost
(7,318)
—
—
—
—
(7,318)
(5,675)
Financial liabilities
held for trading
—
(167)
—
—
—
(167)
(841)
Further Financial Instruments Disclosures
Notes to the Consolidated Financial Statements 107Consolidated Financial Statements
Other Disclosures
The carrying amounts for the financial instruments in terms of valuation categories are as follows:
Balance sheet valuation (IAS 39)
Cate- Net Amor- Fair Fair Valu- Fairgory carry- tized value not value ation value
ing cost recog- recog- acc. to Dec. 31,amount nized in nized in IAS 17 2008Dec. 31, income income
in € thousand 2008
Assets
Cash and cash equivalents 1) 12,143 12,143 — — — 12,143
Trade receivables 1) 43,874 43,874 — — — 43,874
Other receivables 1) 10,243 10,243 — — — 10,267
Receivables from the finance lease n. a. 13,326 — — — 13,326 17,380
Other financial receivables 1) 1,700 1,700 — — — 1,700
Financial assets 2) 250 250 — — — 250
Equity and liabilities
Convertible bond 4) 2,750 2,750 — — — 2,930
Liabilities to banks 4) 66,320 66,320 — — — 66,441
Trade payables 4) 23,893 23,893 — — — 23,893
Liabilities under financial leases n. a. 6,998 — — — 6,998 10,831
Other liabilities 4) 21,569 21,569 — — — 21,414
Derivatives with hedge relationships n. a. 1,079 — 902 177 — 1,079
Aggregated by valuation category acc. to IAS 39
1) Loans and receivables 67,960 67,960 — — — 67,956
2) Financial assets available for sale 250 250 — — — 250
3) Financial assets held for trading — — — — — —
4) Financial liabilities measured
at amortized cost
114,532
114,532
—
—
—
114,678
5) Financial liabilities held for trading 177 — — 177 — 177
108 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Other Disclosures
Balance sheet valuation (IAS 39)
Cate- Net Amor- Fair Fair Valu- Fairgory carry- tized value not value ation value
ing cost recog- recog- acc. to Dec. 31,amount nized in nized in IAS 17 2007Dec. 31, income income
in € thousand 2007
Assets
Cash and cash equivalents 1) 12,708 12,708 — — — 12,708
Trade receivables 1) 53,477 53,477 — — — 53,477
Other receivables 1) 7,529 7,529 — — — 7,515
Receivables from the finance lease n. a. — — — — — —
Other financial receivables n. a. 9,656 — — — 9,656 12,106
Financial assets 1) 1,550 1,550 — — — 1,550
Equity and liabilities 2) 249 249 — — — 249
Convertible bond
Liabilities to banks 4) 2,579 2,579 — — — 2,943
Trade payables 4) 71,918 71,918 — — — 71,624
Liabilities under financial leases n. a. 4,757 — — — 4,757 5,026
Other liabilities 4) 26,546 26,546 — — — 26,302
Derivatives with hedge relationships n. a. 251 — 251 — — 251
Aggregated by valuation category acc. to IAS 39
1) Loans and receivables 75,264 75,264 — — — 75,250
2) Financial assets available for sale 249 249 — — — 249
3) Financial assets held for trading — — — — — —
4) Financial liabilities measured
at amortized cost
133,610
133,610
—
—
—
133,436
Cash and cash equivalents and trade receivables normally have short residual maturities. Accordingly, on
the reporting date their carrying amounts approximately correspond to the fair value.
Trade payables and other liabilities generally have short residual maturities. The figures shown in the
balance sheet therefore approximately correspond to the fair values.
The fair values of interest-bearing loans and borrowings and lease liabilities are calculated as the pres-
ent value of the payments associated with the liabilities, with use of market interest rates.
Notes to the Consolidated Financial Statements 109Consolidated Financial Statements
Other Disclosures
Segment Information by Business Division and Region
The provisions of IAS 14 (Segment Reporting) require certain data and key figures in the annual financial state-
ments to be broken down by business line and region. Based on its products and services, D.Logistics AG’s
business lines are allocated to the Consumer Goods Packaging, Industrial Goods Packaging and Warehouse
Logistics segments.
The Industrial Goods Packaging segment performs specialist logistics activities for manufacturers of capi-
tal and investment goods, such as packaging design, the production of special packaging, export packag-
ing logistics, long-term packaging and the management of major logistics projects.
The Consumer Goods Packaging segment comprises logistics services for the consumer goods industry.
The activities consolidated under this segment include the design and production of packaging, primary
packaging, secondary packaging (display construction), warehouse planning and management, distribu-
tion logistics, transport coordination, document management and value-added services.
The Warehouse Logistics division comprises logistics services such as warehouse planning and manage-
ment, assembling, spare-parts logistics, just-in-time logistics and value-added services. Its activities also
include cargo handling for international airlines.
The holding company comprises the Group’s administrative activities and, in addition to Group management
functions, includes support functions such as key account management and corporate communications.
The D.Logistics Group operates mainly in Germany, Italy, Belgium, parts of Eastern Europe and the USA.
For the purposes of the secondary reporting format, its operations are therefore divided into Germany, Rest
of Europe and USA / Rest of the World.
Services are billed between Group companies on the basis of market prices.
39 Segment Reporting
Industrial Goods Packaging
Consumer Goods Packaging
Warehouse Logistics
Holding Company
110 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Segment Information by Business Division and Region
Industrial Consumer Warehouse Holding Elimi- GroupGoods Goods Logistics company nation
in € thousand Packaging Packaging
2008
External sales 155,334 126,330 54,852 232 0 336,748
Internal sales 23,276 1,823 3,068 2,347 (30,514) 0
Total sales 178,610 128,153 57,920 2,579 (30,514) 336,748
EBIT 10,202 5,002 3,081 (3,711) (12) 14,562
Financial result (1,404) (2,298) 25 (974) 0 (4,651)
of which earnings from associates 1,031 0 0 0 0 1,031
EBT 8,798 2,704 3,106 (4,685) (12) 9,911
Taxes (1,103) (552) (212) 4,325 0 2,458
Income (loss) 12,369
Assets 65,896 71,661 35,648 53,669 0 226,874
Non-allocated assets 10,235
Total assets 237,109
Financial liabilities 23,548 13,874 19,020 19,677 0 76,119
Other debt 16,068 18,569 10,401 13,420 0 58,458
Non-allocated debt 5,808
Total liabilities 140,385
Depreciation, amortization
and impairment
3,734
3,755
1,488
472
0
9,449
Investments 3,226 3,689 2,072 236 0 9,223
2007
External sales 145,148 136,018 56,265 306 0 337,737
Internal sales 22,527 8,061 3,483 1,752 (35,823) 0
Total sales 167,675 144,079 59,748 2,058 (35,823) 337,737
EBIT 8,775 2,204 4,264 (2,894) (97) 12,252
Financial result (595) (1,964) (544) (1,281) 0 (4,384)
of which earnings from associates 797 0 0 0 0 797
EBT 8,180 240 3,720 (4,175) (97) 7,868
Taxes (2,776) (372) (1,381) 570 0 (3,959)
Income (loss) 3,909
Assets 63,225 76,660 37,357 53,097 0 230,339
Non-allocated assets 6,777
Total assets 237,116
Financial liabilities 22,111 16,793 14,005 26,396 0 79,305
Other debt 18,871 27,989 6,944 12,379 0 66,183
Non-allocated debt 8,358
Total liabilities 153,846
Depreciation, amortization
and impairment
2,483
3,711
1,693
628
0
8,515
Investments 1,919 2,429 963 25,178 0 30,489
40 Segment Information by Business Division (Primary Reporting Format)
Notes to the Consolidated Financial Statements 111Consolidated Financial Statements
Segment Information by Business Division and Region
Germany Rest USA / Holding Elimi- Group of Europe Rest of the company nation
in € thousand World
2008
External sales 183,461 97,910 55,145 232 0 336,748
Internal sales 24,188 3,979 0 2,347 (30,514) 0
Total sales 207,649 101,889 55,145 2,579 (30,514) 336,748
EBIT 12,372 6,659 (746) (3,711) (12) 14,562
Financial result (1,495) 13 (2,195) (974) 0 (4,651)
EBT 10,877 6,672 (2,941) (4,685) (12) 9,911
Taxes (881) (1,469) 483 4,325 0 2,458
Assets 66,949 64,116 42,140 53,669 0 226,874
Financial liabilities 23,361 23,703 9,378 19,677 0 76,119
Other debt 23,384 16,506 5,148 13,420 0 58,458
Depreciation, amortization
and impairment
3,193
3,508
2,276
472
0
9,449
Investments 3,474 2,349 3,164 236 0 9,223
2007
External sales 185,458 92,391 59,582 306 0 337,737
Internal sales 25,748 1,822 6,501 1,752 (35,823) 0
Total sales 211,206 94,213 66,083 2,058 (35,823) 337,737
EBIT 12,398 3,769 (924) (2,894) (97) 12,252
Financial result (1,024) (164) (1,915) (1,281) 0 (4,384)
EBT 11,374 3,605 (2,839) (4,175) (97) 7,868
Taxes (4,048) (1,318) 837 570 0 (3,959)
Assets 68,257 64,642 44,343 53,097 0 230,339
Financial liabilities 20,133 21,479 11,297 26,396 0 79,305
Other debt 22,846 22,646 8,312 12,379 0 66,183
Depreciation, amortization
and impairment
3,375
2,045
2,467
628
0
8,515
Investments 2,177 1,993 1,141 25,178 0 30,489
No events occurred after the balance sheet date for which a reporting obligation is applicable in accor-
dance with IAS 10.
42 Events after the Balance Sheet Date
41 Segment Information by Region (Secondary Reporting Format)
112 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Segment Information by Business Division and Region
Supplementary Disclosures
The following persons were appointed to the Supervisory Board during the reporting period:
Name and position Other board positions held
Dr. Wolfgang Friedrich Ministerialrat (retired)
Chairman of the Supervisory Board
Appointed until the 2010 AGM
No other board positions held
Helmut Olivier Member of the Executive Board of
Lehman Brothers AG i. L.
Deputy Chairman
Appointed until the 2010 AGM
No other board positions held
Prof. Dr.-Ing. Kai Furmans Holder of the endowed Chair in
Logistics at the University of Karlsruhe
Appointed until the 2011 AGM
No other board positions held
No loans or advances were granted to members of the Supervisory Board, nor were any contingent liabili-
ties assumed in favor of the members of the Supervisory Board.
Supervisory Board compensation totaled € 60 thousand in 2008, as in the previous year. This amount
breaks down for individual members as follows: Dr. Wolfgang Friedrich € 30 thousand, Helmut Olivier
€ 15 thousand, Prof. Kai Furmans € 15 thousand.
The following persons were appointed to the Executive Board during the reporting period:
Name and position Other board positions held
Detlef W. Hübner
Businessman
CEO
Appointed until December 31, 2013
Member of the Supervisory Board of PickPoint AG
(since August 14, 2006)
Andreas Bargende
Lawyer
COO
Appointed until December 31, 2013
Chairman of the Supervisory Board of PickPoint AG, Hofheim
(since January 14, 2003)
Group positions: Member of the Board of Directors of Local_Log S. R. L., Fagnano Olona,
Italy (since November 18, 2003) Managing Director of D.Logistics Airport Services GmbH, Hofheim
(since March 3, 2005) Managing Director of Deufol Tailleur GmbH, Oberhausen
(since April 12, 2006) Member of the Board of Directors of So.Ge.Ma. S. p. A., Fagnano Olona,
Italy (since April 18, 2008) Chairman of J & J Packaging Co., Brookville, Indiana (USA),
(since March 4, 2008) Director of D.Logistics North America Inc., Sunman, Indiana (USA)
(since January 16, 2008)
Tammo Fey
Businessman
CFO
Appointed until December 31, 2011
Member of the Supervisory Board of PickPoint AG, Hofheim
(since August 14, 2006)
Group positions: Member of the Board of Directors of Local_log S. R. L., Fagnano Olona, Italy
(since January 23, 2007) Director of D.Logistics North America Inc., Sunman, Indiana (USA)
(since January 16, 2008)
Disclosures Concerning the Executive Bodies
Notes to the Consolidated Financial Statements 113Consolidated Financial Statements
Supplementary Disclosures
The total remuneration of the Executive Board can be broken down as follows:
in € thousand 2008 2007
Fixed remuneration 750 750
Variable remuneration 400 400
Other remuneration 55 49
Fair value of stock options granted 0 18
Total 1,205 1,217
Executive Board compensation in 2008 totaled € 1,205 thousand (previous year: € 1,217 thousand).
In 2008, no stock options were issued to members of the Executive Board (previous year: 93,750).
For further information, please refer to the remuneration report contained in the management report.
On December 31, 2008, the Executive Board held 23,163,832 shares. On December 31, 2008, the Execu-
tive Board held 143,750 options. The members of the Supervisory Board did not hold any shares or options
on shares in D.Logistics AG.
The securities holdings are as follows:
No-par value No-par value Options at Options at shares at shares at Dec. 31, 2008 Dec. 31, 2007
Dec. 31, 2008 Dec. 31, 2007
Executive Board
Detlef W. Hübner 23,110,832 23,090,832 0 0
Andreas Bargende 38,000 0 100,000 150,000
Tammo Fey 15,000 0 43,750 43,750
Total 23,163,832 23,090,832 143,750 193,750
Mr. Detlef W. Hübner holds a majority of the no par value shares indirectly through Lion’s Place GmbH,
Hofheim am Taunus (previously Revlovers GmbH, Hofheim am Taunus).
Transactions of the organs involving financial instruments of D.Logistics AG are notified promptly in
accordance with the statutory regulations. An overview of transactions can be found on the website of
D.Logistics AG (www.dlogistics.com) in the “Investor & Public Relations” area under the “The share” item.
The declaration of conformity with the recommendations of the Government Commission on the German
Corporate Governance Code required under section 161 of the German Stock Corporation Act was issued
in February 2008 and made permanently available to shareholders on the Internet.
The consolidated financial statements of D.Logistics AG have a discharging effect for the preparation and
disclosure of the annual financial statements of the consolidated corporations pursuant to section 264 (3)
of the German Commercial Code once the preconditions laid down in these provisions have been fulfilled.
The following consolidated companies are entitled to make use of the exemption provisions:
Deufol Tailleur GmbH, Oberhausen
APL Techno-Pack Verpackungsgesellschaft GmbH, Frankfurt am Main
Deufol Exportverpackungsgesellschaft mbH, Oberhausen
Deutsche Tailleur Industrie-Service GmbH, Nuremberg
Securities Held by the Organs
Directors’ Dealings
Declaration of Conformity in Accordance with Section 161 of the German Stock Corporation Act
Information in Accor-dance with Section 264 (3) of the German Com-mercial Code
114 Consolidated Financial Statements Notes to the Consolidated Financial Statements
Supplementary Disclosures
Günter Baumann Transport + Verpackung GmbH, Oberhausen
IAD Industrieanlagen-Dienst GmbH, Munich
Tailleur & Topp GmbH, Berlin
General points
As well as the companies included in the consolidated financial statements, D.Logistics AG also has direct
or indirect relations with joint ventures and associates in the course of its normal business. Business relation-
ships with these companies are entered into on an arm’s length basis.
The following table shows the services performed by the Group for related parties and for the Group by
related parties in the past fiscal year:
Transactions with related parties
Associates Other and other related parties
equityin € thousand investments
2008
Sales and other income 2,747 518
Expenses (3,165) (6,359)
Receivables 929 370
Liabilities 304 11,295
Associates Other and other related parties
equityin € thousand investments
2007
Sales and other income 1,696 216
Expenses (3,761) (2,754)
Receivables 1,523 180
Liabilities 514 11,763
The transactions with other related parties relate primarily to Mr. Manfred Wagner. Mr. Wagner is the
managing director of Deufol Tailleur GmbH and held an indirect interest in the Deufol Tailleur subgroup
until June 29, 2007. At December 31, 2008, the liabilities to other related parties (€ 9,748 thousand; previ-
ous year: € 10,687 thousand) include the present value of the outstanding purchase price payments as
well as the additional purchase price shown in the balance sheet. In addition, relationships with companies
in which Mr. Wagner holds an interest resulted in expenses amounting to € 4,951 thousand (previous year:
€ 2,248 thousand) and income of € 491 thousand (previous year: € 112 thousand) in the year under review.
Services were provided at arm’s length prices in all cases and relate mainly to rental agreements and pur-
chased materials.
The transactions with other related parties also include relationships with companies in which Mr. Detlef
W. Hübner holds a majority interest. These transactions resulted in income amounting to € 27 thousand
(previous year: € 103 thousand) and expenses of € 139 thousand (€ 34 thousand) in the year under review.
At December 31, 2008, the Group had receivables from these companies in the amount of € 31 thousand
(previous year: € 174 thousand).
Relationships with Related Parties
Notes to the Consolidated Financial Statements 115Consolidated Financial Statements
Supplementary Disclosures
Auditors’ Report“We have audited the consolidated financial statements – consisting of the consolidated income statement,
consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity
and the notes to the consolidated financial statements – plus the consolidated management report for
the fiscal year from January 1, 2008 to December 31, 2008. The preparation of the consolidated financial
statements and the Group management report in accordance with the IFRSs as adopted by the EU and the
supplementary provisions of German commercial law required to be applied under section 315a (1) of the
Handelsgesetzbuch (HGB – German Commercial Code) is the responsibility of the Company’s management.
Our responsibility is to express an opinion on the consolidated financial statements and the Group manage-
ment report based on our audit.
We conducted our audit of the consolidated financial statements in accordance with section 317 of the
HGB and the German generally accepted standards for the audit of financial statements promulgated by
the Institut der Wirtschaftsprüfer (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 report-
ing standards and in the Group 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 effective-
ness of the accounting-related internal control system and the evidence supporting the disclosures in the
consolidated financial statements and the Group 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 companies included in the consolidated financial statements, the determination of the companies to
be included in the consolidated financial statements, the accounting and consolidation principles used
and significant estimates made by the management, as well as evaluating the overall presentation of the
consolidated financial statements and the Group management report. We believe that our audit provides
a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion, based on the findings of our audit, the consolidated financial statements comply with the
IFRSs as adopted by the EU and the supplementary provisions of German commercial law required to be
applied under section 315a (1) of the 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 Group management re-
port is consistent with the consolidated financial statements, as a whole provides a suitable understanding
of the Group’s position and suitably presents the opportunities and risks of future development.”
Eschborn / Frankfurt am Main, March 20, 2009
Ernst & Young AG
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft
Hanft Vöhl
Certified auditor Certified auditor
116 Consolidated Financial Statements Auditors’ Report
Responsibility Statement by the Management
“To the best of our knowledge, and in accordance with the applicable reporting principles for financial
reporting, the consolidated financial statements give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group, and the management report of the Group includes a fair review of
the development and performance of the business and the position of the Group, together with a descrip-
tion of the principal opportunities and risks associated with the expected development of the Group.”
Hofheim (Wallau), March 20, 2009
Detlef W. Hübner Tammo Fey Andreas Bargende
117Consolidated Financial StatementsResponsibility Statement by the Management
118
Facts + Figures
120 + + Information on D.Logistics AG
123 + + Glossary
124 + + Key Group Figures – Five-Year Overview
126 + + Operating Subsidiaries / Affiliates D.Logistics AG
119
Information on D.Logistics AG
in € thousand 2008 2007
1. Sales 2,579 2,058
2. Other operating income 4,419 3,583
3. Personnel expenses
a) Wages and salaries
b) Social security contributions
(1,719)
(65)
(1,755)
(79)
4. Amortization of intangible assets and depreciation of property,
plant and equipment
(418)
(549)
5. Other operating expenses (4,392) (5,780)
6. Income from profit and loss pooling agreements thereof from
affiliated companies: € 5,323 thousand (previous year: € 0 thousand)
5,323
0
7. Income from investments, thereof from affiliated companies:
€ 6,866 thousand (previous year: € 2,013 thousand)
6,866
2,013
8. Other interest and similar income, thereof from affiliated companies:
€ 1,368 thousand (previous year: € 1,840 thousand)
1,515
1,952
9. Write-downs of financial assets (6,800) (313)
10. Interest and similar expenses, thereof from affiliated companies:
€ 91 thousand (previous year: € 207 thousand)
(1,972)
(2,033)
11. Income / loss from ordinary activities 5,336 (903)
12. Income taxes (323) 0
13. Other taxes (459) (1)
14. Net income / loss 4,554 (904)
15. Retained profits brought forward 1,315 2,219
16. Expenses for the withdrawal of treasury stock (531) 0
17. Income from the capital reduction 514 0
18. Allocation to the capital reserves in accordance with § 237 (5)
of the German Stock Corporation Act
(514)
0
19. Net income for the fiscal year 5,338 1,315
Income Statement of
D.Logistics AG
120
Assets in € thousand Dec. 31, 2008 Dec. 31, 2007
A. Fixed assets 98,279 93,852
I. Intangible assets
Patents, licenses, trademarks and similar rights and assets
21
90
II. Property, plant and equipment
1. Land, land rights and buildings including buildings on third-party land
2. Other equipment, operating and office equipment
7,202
6,946
256
7,528
7,202
326
III. Financial assets
1. Shares in affiliated companies
2. Loans to affiliated companies
91,056
88,481
2,575
86,234
84,949
1,285
B. Current assets 8,931 14,367
I. Receivables and other assets
1. Trade receivables
2. Receivables from affiliated companies
3. Other assets
8,859
3
7,528
1,288
14,354
105
12,497
1,752
II. Cash in hand, bank balances 111 13
C. Prepaid expenses 88 192
Total assets 107,337 108,411
Balance Sheet of
D.Logistics AG
Equity and Liabilities in € thousand Dec. 31, 2008 Dec. 31, 2007
A. Equity 77,341 73,316
I. Subscribed capital
Contingent capital: € 12,767 thousand (previous year: € 12,847 thousand)
44,155
44,669
II. Capital reserves 27,802 27,287
III. Retained earnings
Legal reserve
46
46
IV. Retained profits brought forward 5,338 2,219
V. Net loss (previous year: net income) 0 (904)
B. Provisions 2,717 948
1. Other provisions 98 0
2. Other provisions 2,619 948
C. Liabilities 27,273 34,147
1. Bonds
thereof convertible: € 2,922 thousand (previous year: € 2,923 thousand)
2,922
2,923
2. Liabilities to banks 16,829 23,688
3. Trade payables 130 131
4. Liabilities to affiliated companies 3,843 2,366
5. Other liabilities
thereof taxes: € 141 thousand (previous year: € 310 thousand)
of which social security liabilities: € 3 thousand (previous year: € 0 thousand)
3,549
5,039
D. Prepaid expenses 6 0
Total equity and liabilities 107,337 108,411
121
Equity Subscribed Sales Employeesinterest (%) * capital (€ thousand)
(€ thousand)
Consumer Goods Packaging
D.Logistics Packing N. V., Tienen, Belgium 100.0 508 11,759 182
D.Logistics Services N. V., Tienen, Belgium 100.0 6,654 31,331 14
J + J Packaging Inc., Brookville,
Indiana, USA
100.0
9,142
55,145
615
So. Ge. Ma. S. p. A, Rho, Italy 100.0 2,308 28,315 70
Industrial Goods Packaging
BVU Bayerisches Verpackungsunter-
nehmen GmbH, Munich
100.0
1,067
6,257
47
Deufol Exportverpackung GmbH,
Oberhausen
100.0
3,372
51,435
308
Deutsche Tailleur Industrie-Service GmbH,
Nuremberg
100.0
287
47,985
220
DTG Eggemann Industrieverpackung GmbH,
Bochum
100.0
1,078
7,506
50
DTG Verpackungslogistik GmbH, Fellbach 51.0 448 7,286 30
Günter Baumann Transport +
Verpackung GmbH, Oberhausen
100.0
330
8,688
63
Tailleur & Topp GmbH, Berlin 100.0 256 11,676 44
Walpa GmbH, Walldorf 100.0 1,849 9,196 43
Warehouse Logistics
D.Logistics Airport Services GmbH, Hofheim 100.0 194 14,313 339
D.Logistics Tienen N. V., Tienen, Belgium 100.0 677 12,448 177
Dönne + Hellwig Logistics GmbH, Hofheim 100.0 1,883 17,773 409
Dualogis GmbH, Obernburg 51.0 1,046 4,183 56
D.Logistics Waremme N. V., Waremme, Belgium 98.75 2,069 5,902 52
* attributable to the relevant parent
D.Logistics AG
Key Subsidiaries
and Affiliates
122
Glossary
Asset depreciation ratioRatio of the accumulated depreciation of property, plant and equipment to the histori-cal cost
Asset cover ratio IRatio of equity to noncurrent assets
Asset cover ratio IIRatio of equity plus noncurrent liabilities to noncurrent assets
Days sales outstandingRatio of trade accounts receivable to revenue
Net carrying amount per shareRatio of equity adjusted for deferred tax as-sets to the number of shares in circulation
Capital employedOperating capital that is tied up in the opera-tion of a company. It is the total of working capital, the net carrying amount of property, plant and equipment and other noncurrent assets (offset against other noncurrent, non-interest-bearing liabilities)
EBITEarnings before interest and taxes
EBITAEarnings before interest, taxes and goodwill amortization / impairment
EBITDAEarnings before interest, taxes, depreciation and amortization / impairment
EBTEarnings before taxes
EBTAEarnings before taxes and goodwill amortiza-tion / impairment
Enterprise valueThe enterprise value is the value (price) of a company if it were to be purchased and sub-sequently freed of debt (including the sale of nonoperating assets such as financial assets). It is calculated as the sum of the company‘s market capitalization and net liabilities
Free cash flowThe net amount of cash flow from ordinary operating activities and cash flow from investing activities
Investment ratioRatio of expenditure on property, plant and equipment to revenue
Days’ payables outstandingRatio of trade payables to revenue
Days’ sales in inventoryTurnover of inventories, expressed in days
Cash ratio (%)Ratio of cash and cash equivalents to current liabilities
Acid test (%)Ratio of cash and cash equivalents plus cur-rent receivables to current liabilities
Current ratio (%)Ratio of cash and cash equivalents plus cur-rent receivables and inventories to current liabilities
Price earnings ratioRatio of share price to earnings per share
Net financial liabilitiesFinancial liabilities less financial receivables and cash and cash equivalents
Operating cash flowNet cash provided by operating activities
Personnel expense ratioRatio of personnel expenses to revenue
Property, plant and equipment ratioRatio of property, plant and equipment to total assets
Inventory turnoverRatio of cost of sales to inventories
Working capitalWorking capital is the difference between current assets and current non-interest-bearing liabilities
Interest coverThe total of EBITA and interest income divided by interest expense
123
Results of operations 2008 2007 2006 2005 2004
Sales (€ thousand) 336,748 337,737 322,363 313,516 311,119
Change as against previous year (%) (0.3) 4.8 2.8 0.8 2.5
Gross profit (€ thousand) 41,000 39,572 38,054 39,572 39,293
Margin (%) 12.2 11.7 11.8 12.6 12.6
EBITDA (€ thousand) 24,643 20,767 26,356 22,331 21,719
Margin (%) 7.3 6.2 8.2 7.1 7.0
EBIT (€ thousand) 15,194 12,252 16,132 11,374 8,450
Margin (%) 4.5 3.6 5.0 3.6 2.7
EBT (€ thousand) 10,543 7,868 14,091 6,620 3,420
Margin (%) 3.1 2.3 4.4 2.1 1.1
Net income (€ thousand) 12,042 2,758 11,388 1,401 (1,574)
Margin (%) 3.6 0.8 3.5 0.4 (0.5)
Operating cash flow (€ thousand) 15,663 16,025 12,723 7,690 9,785
Margin (%) 4.7 4.7 3.9 2.5 3.1
Free cash flow (€ thousand) 15,113 (8,806) 8,755 5,510 8,984
Margin (%) 4.5 (2.6) 2.7 1.8 2.9
Key Group Figures – Five-Year Overview
Asset ratios 2008 2007 2006 2005 2004
Current assets (€ thousand) 80,248 88,653 87,737 80,495 98,688
as % of total assets 33.9 37.4 41.9 37.9 42.2
Noncurrent assets (€ thousand) 156,821 148,463 121,888 131,915 135,379
as % of total assets 66.1 62.8 58.1 62.1 57.8
Balance sheet total (€ thousand) 237,069 237,116 209,625 212,410 234,067
Change as against previous year (%) (0.0) 13.1 (1.3) (9.3) (1.7)
Liabilities (€ thousand) 139,788 153,845 125,658 134,559 166,266
as % of total assets 59.0 64.9 59.9 63.3 71.0
Shareholders’ equity (€ thousand) 97,281 83,270 83,967 77,851 67,801
as % of total assets 41.0 35.1 40.1 36.7 29.0
Working capital (€ thousand) 35,598 30,807 33,630 21,407 32,373
as % of total assets 15.0 13.0 16.0 10.1 13.8
Capital employed (€ thousand) 171,796 161,487 148,396 143,690 158,122
as % of total assets 72.5 68.1 70.8 67.6 67.6
Noncurrent / current assets 1.95 1.67 1.39 1.64 1.37
Shareholders’ equity / liabilities 0.70 0.54 0.67 0.58 0.41
Property, plant and equipment ratio 0.23 0.24 0.27 0.30 0.29
Asset depreciation ratio (%) 57.5 56.6 56.0 52.9 49.2
Inventory turnover 25.7 20.9 20.7 17.9 22.8
Days’ sales in inventory 14.2 17.4 17.7 20.4 16.0
Inventories / sales (%) 3.4 4.2 4.3 4.9 3.8
Receivables turnover 7.7 6.3 6.2 6.6 6.8
Days’ sales outstanding 47.6 57.8 59.3 55.2 53.9
Days’ payables outstanding 25.9 35.2 38.8 37.9 43.7
124
Financial and liquidity ratios 2008 2007 2006 2005 2004
Capital employed / sales (%) 51.0 47.8 46.0 45.8 50.8
Investment ratio (%) 2.1 1.6 2.3 2.2 2.7
Operating cash flow / investments 175.1 295.5 162.2 110.3 103.5
Asset cover ratio I (%) 73.7 64.2 82.9 69.4 59.4
Asset cover ratio II (%) 121.8 118.0 124.5 112.4 101.3
Interest cover 2.3 2.1 3.8 2.0 1.5
Cash ratio (%) 15.9 15.1 14.0 9.0 13.8
Acid test (%) 90.3 88.4 88.5 75.5 73.3
Current ratio (%) 105.3 105.4 105.0 93.2 83.4
Financial liabilities / shareholders’ equity (%) 81.9 94.8 78.1 84.5 142.3
Financial liabilities / capital employed (%) 44.3 49.1 43.7 46.0 57.6
Net financial liabilities / EBITDA 2.0 2.7 1.6 2.1 3.3
Net financial liabilities / market capitalization (%) 100.8 63.6 51.2 66.7 120.7
Productivity ratios 2008 2007 2006 2005 2004
Sales per employee (€) 105,663 110,697 102,500 97,395 91,965
EBITDA per employee (€) 7,723 6,809 8,380 6,937 6,420
EBITA per employee (€) 4,767 4,016 5,129 3,533 2,498
Operating cash flow per employee (€) 4,915 5,252 3,950 2,389 2,892
Personnel costs per employee (€) 32,726 34,232 33,712 33,098 31,745
Personnel cost ratio (%) 31.0 30.9 32.9 34.0 34.5
Per-share ratios 2008 2007 2006 2005 2004
Earnings per share (EPS), (€) 0.26 0.07 0.27 0.03 (0.04)
Price earnings ratio (PER) 4.3 30.1 7.1 50.2 n / m
Dividend per share (€) 0.07 0.00 0.00 0.00 0.00
Book value per share (€) 2.09 1.87 1.96 1.84 1.51
Price / book value 0.53 1.04 0.98 0.90 0.85
Book value per share less goodwill (€) 0.54 0.38 0.98 0.78 0.57
Price / book value less goodwill 2.0 5.1 2.0 2.1 2.2
Investment ratios 2008 2007 2006 2005 2004
Market capitalization / sales 0.14 0.26 0.25 0.22 0.17
Enterprise value / sales 0.32 0.45 0.39 0.38 0.38
Enterprise value / EBITDA 4.3 7.3 4.8 5.4 5.4
Enterprise value / EBIT 7.0 12.4 7.8 10.5 13.8
Enterprise value / operating cash flow 6.8 9.5 9.9 15.6 11.9
Enterprise value / free cash flow 7.1 n / m 14.3 21.7 13.0
125
Consumer Goods Packaging Warehouse Logistics
D.Logistics
North America Inc. (US)
J & J Packaging Co.
(US)
So. Ge. Ma. S. p. A.
(IT)
D.Logistics Packing N. V.
(BE)
D.Logistics Services N. V.
(BE)
Arcus Installation B. V. B. A.
(BE)
Assembling of Transport
Systems and Service N. V. (BE)
Dönne + Hellwig
Logistics GmbH
D.Logistics Tienen N. V.
(BE)
D.Logistics France SAS 1)
(FR)
SCI Immo DLS 2)
(FR)
D.Logistics Waremme S. A.
(BE)
100.0
100.0
100.0
99.67
100.0
99.46
99.96
0.33
0.54
0.04
24.00
0.57
98.75
99.83
0.17
100.0
98.86
Operating Subsidiaries / Affiliates of D.Logistics AG *
* As at December 31, 2008 in %
Tier 1 investment
Tier 2 investment
Tier 3 / 4 investment
1) Included at equity
2) Unconsolidated
126
Warehouse Logistics Industrial Goods Packaging
PickPoint AG 2)
AIRCON Airfreight Container
Maintenance GmbH
D.Logistics
Airport Services GmbH
D.Logistics Services GmbH
DUALOGIS GmbH
GGZ Gefahrgutzentrum
Frankenthal GmbH
Deufol Tailleur GmbH
G. Baumann
Transport + Verpackung GmbH
Baumann
Technologie GmbH
Deutsche Tailleur
Industrie-Service GmbH
APL Techno-Pack
Verpackungs GmbH
DTG
Verpackungslogistik GmbH
DTG
Mannheim GmbH
Deufol
Exportverpackung GmbH
Deufol Securitas
International GmbH 2)
Securitas
International N. V. 2) (BE)
Tailleur & Topp GmbH
Alltrans
Exportverpackung GmbH
BVU Bayerisches
Verpackungsunternehmen GmbH
DTG Eggemann
Industrieverpackung GmbH
GTV Logistik GmbH
IAD
Industrieanlagen-Dienst GmbH
IAS
Industrieanlagen-Service GmbH
Fischer Kisten GmbH
Abresch
Industrieverpackung GmbH 1)
SIV Siegerländer
Industrieverpackung GmbH 1)
Deutsche Tailleur
Bielefeld GmbH & Co. KG 1)
Deutsche Tailleur
Bielefeld Beteiligungs-GmbH 2)
Deufol
Packaging Holding S. r. l. (IT)
100.0
100.0
51.00
17.82
100.0
10.00
100.0
51.00
100.0
50.00
50.00
65.50
100.0
46.00
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
56.67
50.00
50.00
56.72
100.0
Logis
Industriedienstleistungen GmbH (AT)
Logis průmyslové obaly a. s.
(CZ)
Logis priemyselné obaly s. r. o.
(SK)
100.0
100.0
66.6733.33
Walpa GmbH
Horst Lange GmbH
30.00
30.00
100.0
127
Imprint
Publisher: D.Logistics AG Johannes-Gutenberg-Strasse 3 – 5 D-65719 Hofheim (Wallau) Germany Phone: + 49 (61 22) 50 - 00 Fax: + 49 (61 22) 50 - 13 00 E-mail: info @ dlogistics.com
Concept and design: FIRST RABBIT GmbH, Cologne Pre-press: FIRST RABBIT GmbH, Cologne Translation: media lingua translations GmbH, Berlin Printing: peschke druck, Munich
ContactD.Logistics AGRainer MonethaHead of Investor & Public RelationsJohannes-Gutenberg-Strasse 3 – 5D-65719 Hofheim (Wallau)GermanyTelephone: + 49 (61 22) 50 -12 38E-mail: [email protected]
Financial Calendar
April 7 2009 Publication of Annual Report 2008
May 14 2009 Interim Report I / 2009
June 16 2009 Annual General Meeting
August 13 2009 Interim Report II / 2009
November 12 2009 Interim Report III / 2009
This report is available in German and English. Both versions are available on the Internet at www.dlogistics.com.
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