Export Packaging, Supply Chain & Thermoforming - D.Logistics AG · 2019. 8. 16. · Consumer Goods...

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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.

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.

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.

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

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.


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


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.


Competitive Position


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 %).



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.


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.


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



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)


Overall Summary of Business Performance

Goal Achievement

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


Other operating income (6.7) (4.2)


Other operating expenses 3.8 2.9


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


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


Income


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


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


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


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 %


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


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


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 %


Asset Position

Employees

Notes 39, 40

Notes 39, 40


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.


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



EBITA 10.20 8.78


EBTA 8.80 8.18


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



EBITA 3.08 4.26


EBTA 3.11 3.72


Overall Summary of Economic Position

Development in the Segments

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


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 %).



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.


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.


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.


Company-Specific Outlook

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

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

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

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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


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


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



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



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



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



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



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



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



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.




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



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


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



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




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:



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



The general and administrative expenses include the following expenses:



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:


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:


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



The financial result can be broken down as follows:


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:


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:


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



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:


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:


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).



Deferred tax liabilities can be broken down as follows:


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:


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




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:


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”:


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



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:


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




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



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


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



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



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


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



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


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



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



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:


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.


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



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:


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



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



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.



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 carrying interest carrying 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



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:


Total future minimum lease payments 17,430 9,620




Present value of future minimum lease payments 9,924 7,938




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



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:


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:


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



Adjustment to reconcile the total obligation to net pension provisions:


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:


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:


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



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




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



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


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


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.


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


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


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.


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



Warehouse Logistics

Holding Company



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


Other debt 18,871 27,989 6,944 12,379 0 66,183

Non-allocated debt 8,358

Total liabilities 153,846


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)



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


Other debt 23,384 16,506 5,148 13,420 0 58,458


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


Other debt 22,846 22,646 8,312 12,379 0 66,183


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)




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



Prof. Dr.-Ing. Kai Furmans Holder of the endowed Chair in

Logistics at the University of Karlsruhe



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


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)


Tammo Fey

Businessman

CFO


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)


Disclosures Concerning the Executive Bodies



The total remuneration of the Executive Board can be broken down as follows:


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



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



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

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


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


121

Equity Subscribed Sales Employeesinterest (%) * capital (€ thousand)

(€ thousand)


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


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


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


Shareholders’ equity (€ thousand) 97,281 83,270 83,967 77,851 67,801


Working capital (€ thousand) 35,598 30,807 33,630 21,407 32,373


Capital employed (€ thousand) 171,796 161,487 148,396 143,690 158,122


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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Export Packaging, Supply Chain & Thermoforming - D.Logistics AG · 2019. 8. 16. · Consumer Goods...

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