The following accounting policies and measurement principles were
applied essentially unchanged for the preparation of the annual
financial statements.
Receivables and other assets are reported at their nominal value. Credit
risks are taken into account through recognition of specific loss
allowances, wherever necessary.
Bank balances are recognized at their nominal value.
Pension provisions are measured according to the projected unit credit
method using the 2018 G (previous year: 2018 G) mortality tables issued
by Prof. Dr. Klaus Heubeck. The average market interest rate, which is
calculated for an assumed residual term of 15 years, is used as a
standard basis for discounting.
Reinsurance cover for pension provisions is recognized using the asset
value of the overall claims reported by the insurance companies. In this
respect, the asset value corresponds both to the amortized cost
(receipts plus interest and surplus credits) and the fair value as of
the balance sheet date.
In accordance with Section 246 (2) sentence 2 HGB, these are netted
against the present value of the pension obligations under provisions
for pensions and similar obligations.
The actuarial valuation was based on the following parameters:
| |
|
|
Discount rate
|
2.3% |
|
Expected development of salaries and wages
|
2.0% |
|
Expected pension increases
|
2.0% |
The provisions are recognized at the settlement amount necessary to
cover all identifiable risks and uncertain liabilities on the basis of
prudent business judgement.
Long-term provisions with a residual term of more than one year are
discounted using the average market interest rate for matching
maturities based on the past seven years, as published by the Deutsche
Bundesbank. Long-term provisions for pension obligations with a residual
term of more than one year are discounted using the average market
interest rate for matching maturities based on the past ten years, as
published by the Deutsche Bundesbank.
Liabilities are recognized at their settlement amounts.
Any differences between the carrying amounts of assets, liabilities,
prepaid expenses and deferred income items according to commercial law
and their tax carrying amounts that are expected to be reversed in later
financial years are measured at the individual tax rates in the period
in which the difference is reversed and the resulting tax burden or
relief is recognized as deferred taxes.
The measurement of deferred tax assets depends on the estimation of the
probability of the reversal of the measurement differences and the
utilization of the loss carryforwards which resulted in deferred tax
assets. This is dependent upon the generation of future taxable profits
during the periods in which those tax measurement differences are
reversed.
The option of recognizing deferred tax assets pursuant to Section 274
(1) sentence 2 HGB was applied.
Deferred taxes are netted and not discounted.
Receivables and other assets
Receivables from affiliated companies were owed in full from BLG
LOGISTICS GROUP AG & Co. KG, Bremen (BLG KG). EUR 5,227,000 (previous
year: EUR 5,227,000) thereof constituted short-term loans.
EUR 16,863,000 was attributable to receivables from cash management
(previous year: EUR 17,101,000). Another EUR 2,644,000 (previous year:
EUR 2,294,000) related to trade receivables.
As in the previous year, all receivables have a residual term of up to
one year.
Equity
The share capital amounted to EUR 9,984,000.00 and was divided into
3,840,000 no-par value registered shares with voting rights. Transfer of
the shares requires the approval of the company in accordance with
Section 5 of the Articles of Incorporation.
Revenue reserves
The legal reserve is allocated in full in an amount of EUR 998,400.00.
In the 2020 financial year, no transfers to or withdrawals from other
revenue reserves were made (previous year: withdrawal of EUR 82,000).
Existing revenue reserves fully covered the amounts blocked for
distribution of EUR 1,365,000 (previous year: EUR 705,000) in accordance
with Section 253 (6) HGB (difference relating to the recognition of
pension obligations) as well as the amounts blocked for distribution of
EUR 994,000 (previous year: EUR 407,000) in accordance with Section
268 (8) sentence 2 HGB (deferred tax assets).
Provisions for pensions and similar obligations
The provisions reported related to pension obligations for the members
of the Board of Management.
The recognized net pension obligations break down as follows:
| |
|
|
Settlement amount (present value) of pension obligation
|
9,813
|
Market value of reinsurance cover for pension commitments
|
-5,520
|
|
Net pension obligation
|
4,293
|
The amortized cost of reinsurance cover for pension commitments
corresponded to its fair value.
The difference between the recognition of provisions for pension
obligations based on the corresponding average market interest rate for
the past ten financial years and the recognition of provisions for
pension obligations based on the corresponding average market interest
rate for the past seven financial years amounted to EUR 1,365,000.
Interest expenses and interest income from unwinding the discount were
offset in the amount of EUR 148,000 (previous year: EUR 121,000).
For an explanation of the year-on-year increase, please refer to the
note relating to personnel expenses.
Other provisions
Other provisions included EUR 241,000 (previous year: EUR 2,219,000) for
the variable remuneration of the Board of Management.
In the reporting year, other provisions of EUR 303,000 (previous
year: EUR 384,000) were recognized for costs in connection with the
Annual General Meeting, the publication of the annual financial
statements and the consolidated financial statements as well as the
audit of the annual financial statements.
EUR 180,000 was set aside for fixed Supervisory Board remuneration
(previous year: EUR 178,000).
Liabilities
As in the previous year, all liabilities have a residual term of up to
one year.
EUR 446,000 of the other liabilities (previous year: EUR 131,000)
related to taxes.
Deferred taxes
Deferred taxes were measured at a tax rate of 15.825 percent.
The deferred tax assets were mainly based on differences from pension
provisions.
The option of recognizing excess deferred tax assets was applied.
Contingent liabilities
The company is the personally liable general partner of BLG KG. A
capital contribution does not have to be paid in. Due to the company’s
equity base and the positive results expected for BLG KG in subsequent
years, there was no identifiable risk of utilization.
Shareholdings
The list of shareholdings attributable to the company via its subsidiary
BLG KG in accordance with Section 285 sentence 1 no. 11 HGB is part of
the audited annual financial statements, which are published in the
Federal Gazette.
A condensed list of the subsidiaries, joint ventures, associates and
other equity investments included in the consolidated financial
statements is contained in the “Further information” section.
Remuneration from BLG KG
This item included the liability remuneration governed by the
partnership agreement (EUR 1,047,000; previous year: EUR 1,061,000) and
the remuneration (EUR 256,000, previous year: EUR 765,000) for the
activities as general partner of BLG KG.
Other operating income
Other operating income breaks down as follows:
| |
|
|
|
Income from the reimbursement of pension obligations
|
4,270
|
1,213 |
Income from the recharging of Board of Management remuneration
|
2,772
|
4,646 |
Income from the reversal of provisions
|
483
|
3 |
Income from the recharging of Supervisory Board remuneration
|
233
|
236 |
Income from the recharging of expenses
|
52 |
16 |
|
Other
|
78 |
77 |
|
Total
|
7,888
|
6,191
|
Income from the reversal of provisions related to prior periods.
Personnel expenses
Personnel expenses related to the remuneration for the Board of
Management. This item included EUR 174,000 (previous year: EUR 0) of
prior-period expenses for retroactive payments of variable remuneration.
These were reimbursed by BLG KG and were included in other operating
income.
EUR 4,274,000 in social security, post-employment and other employee
benefit costs related to pension costs (previous year: EUR 1,226,000).
The increase year on year resulted in the amount of EUR 3,340,000 from
extraordinary expense and mainly related to an adjustment of the pension
commitments under individual contracts. In amendments dated January
2020, it was agreed with each individual member of the Board of
Management that in the event of their leaving the company prematurely
without a benefit event occurring, there would no longer be a pro rata
reduction in the defined benefits if the vesting conditions were met.
Other operating expenses
Other operating expenses break down as follows:
| |
|
|
|
Administrative expenses
|
660
|
729 |
Expenses for reimbursement of variable remuneration
|
367
|
0 |
Remuneration for the Supervisory Board
|
233
|
236 |
|
Legal, advisory and audit fees
|
209
|
121 |
|
Other personnel expenses
|
96 |
119 |
|
Other
|
1 |
1 |
|
Total
|
1,566
|
1,206
|
Expenses for reimbursement of variable remuneration related to prior
periods.
Other interest and similar income
As in the previous year, this item related in full to interest income
from affiliated companies.
Interest and similar expenses
This item related in full to interest cost.
Transactions with shareholders
As of December 31, 2020, the Free Hanseatic City of Bremen
(municipality) was the majority shareholder of BLG AG with a
50.4 percent share of the subscribed capital. The Free Hanseatic City of
Bremen (municipality) received a dividend as a result of the resolution
on the appropriation of net retained profits for 2019.
There were no transactions with affiliated companies, joint ventures and
associates in the reporting year conducted other than on an arm’s length
basis.
Board of Management and Supervisory Board
Composition of the Supervisory Board
In accordance with the Articles of Incorporation, the Supervisory Board
of BLG AG comprises 16 members, namely eight Supervisory Board members
elected in accordance with the provisions of the German Stock
Corporation Act (AktG) and eight Supervisory Board members representing
the employees, who are elected in accordance with the provisions of the
German Co-Determination Act (MitbestG).
The composition of the Supervisory Board and the memberships of the
Supervisory Board members in other bodies in accordance with
Section 125 (1) sentence 5 AktG are presented in Annex 2 to the notes.
The composition of the Supervisory Board changed as follows compared
with December 31, 2019:
Martin Günthner resigned as a member of the Supervisory Board with
effect from November 30, 2019. He was replaced by Dr. Claudia Schilling.
Dr. Claudia Schilling was appointed as a member of the Supervisory Board
by court order of the District Court of Bremen on January 13, 2020.
Karoline Linnert resigned as a member of the Supervisory Board with
effect from November 30, 2019. She was replaced by Dietmar Strehl.
Dietmar Strehl was appointed as a member of the Supervisory Board by
court order of the District Court of Bremen on January 13, 2020.
Stefan Schubert resigned as a member of the Supervisory Board with
effect from December 31, 2019. He was replaced by Vera Visser. Vera
Visser was appointed as a member of the Supervisory Board by court order
of the District Court of Bremen on January 24, 2020.
Dieter Strerath resigned as a member of the Supervisory Board with
effect from June 30, 2020. He was replaced by Beate Pernak with effect
from July 1, 2020. Beate Pernak was appointed as a substitute member in
2018.
Composition of the Board of Management
The composition of the Board of Management and the memberships of the
Board of Management members in other bodies in accordance with
Section 125 (1) sentence 5 AktG are presented in Annex 3 to the notes.
The following changes were made to the composition of the Board of
Management compared with December 31, 2019:
The former Industrial Relations Director, Dieter Schumacher (originally
appointed until December 31, 2020), passed away on February 19, 2020. He
has been succeeded as Industrial Relations Director by Ulrike Riedel,
who was appointed with effect from July 1, 2020.
The former Chief Financial Officer, Jens Bieniek (originally appointed
until May 31, 2021), resigned as a member of the Board of Management
with effect from December 11, 2020. He was replaced by Christine Hein,
who was appointed as a member of the Board of Management with effect
from November 1, 2020.
At its meeting on September 17, 2020, the Supervisory Board decided to
extend the contract with Michael Blach for five years. He is now
appointed until May 31, 2026.
Transactions with the Board of Management and the Supervisory Board
Transactions with the Board of Management and Supervisory Board were
limited to services rendered in connection with the Board positions and
employment contracts and the remuneration paid for these services.
The members of the Supervisory Board received remuneration of
EUR 270,000 in the 2020 financial year (previous year: EUR 271,000), of
which EUR 165,000 (previous year: EUR 163,000) was attributable to fixed
components. The meeting allowances came to EUR 52,000 (previous year:
EUR 59,000), the remuneration for committee work to EUR 14,000 (previous
year: EUR 14,000) and the remuneration for in-Group Supervisory Board
seats to EUR 39,000 (previous year: EUR 35,000).
The members of the Supervisory Board representing the employees received
EUR 31,000 (previous year: EUR 25,000) in contributions to statutory
retirement plans in the reporting year.
As of December 31, 2020, as in the previous year, members of the
Supervisory Board had not been granted any loans or advance payments. As
in the previous year, no contingent liabilities were contracted for the
benefit of the members of the Supervisory Board. Travel expenses were
reimbursed to the customary extent.
For the 2020 financial year, the active members of the Board of
Management received total remuneration of EUR 2,575,000 (previous year:
EUR 4,797,000), of which non-performance-based remuneration accounted
for EUR 2,769,000 (previous year: EUR 2,846,000) and performance-based
remuneration for EUR -194,000 (previous year: EUR 1,951,000). Of the
non-performance-based remuneration, EUR -368,000 (previous year:
EUR 407,000) related to the sustainability bonus and EUR 174,000
(previous year: EUR 0) to retroactive payments for prior periods.
Another EUR 5,305,000 (determined in accordance with IFRSs; previous
year: EUR 913,000) was granted in employee benefit expenses.
On the back of the coronavirus pandemic, the Board of Management
voluntarily waived 10 percent of its fixed remuneration in the period
from April 1, 2020 until December 31, 2020. The fixed remuneration
received in the 2020 financial year is therefore lower than the fixed
remuneration granted. The Board of Management already decided in the
middle of the second quarter of 2020 to waive both the variable
remuneration and the sustainability bonus due to the negative earnings
trend in light of the pandemic.
The members of the Board of Management were granted pension
entitlements, some of which are against companies of the BLG Group.
Otherwise, the entitlements are against related parties. Pension
obligations toward former Board of Management members are likewise
obligations against related parties.
As of December 31, 2020, the present value of pension obligations for
active members of the Board of Management amounted to EUR 6,995,000
(previous year: EUR 2,610,000). This is offset by a market value for
reinsurance cover for pension commitments of EUR 1,738,000 (previous
year: EUR 1,130,000) (in each case determined in accordance with
IAS 19).
The pension commitments provide for a retirement and disability pension
of 10 percent of the basic salary. They also provide for a survivor’s
pension of 60 percent of the agreed retirement pension. If a retirement
pension is claimed before the age of 65, the pensions are reduced by
0.5 percentage points for each full month of early claim, but the
maximum reduction is 18 percent. No waiting period is provided for.
In amendments dated January 2020, it was agreed with each individual
member of the Board of Management that in the event of their leaving the
company prematurely without a benefit event occurring, there would no
longer be a pro rata reduction in the defined benefits if the vesting
conditions were met.
Further information and remarks concerning the individual remuneration
of the Board of Management and Supervisory Board members can be found in
the “Remuneration report” section of the management report.
In the 2020 financial year, the former members of the Board of
Management received total remuneration (in particular pension benefits)
of EUR 191,000. The present value of pension obligations pursuant to IAS
19 for former members of the Board of Management totaled EUR 5,202,000
as of December 31, 2020.
As was the case in the previous year, members of the Board of Management
had not been granted any loans or advance payments as of December 31,
2020. As in the previous year, no contingent liabilities were contracted
for the benefit of the members of the Board of Management.
The Supervisory Board and Board of Management remuneration systems are
presented in the “Remuneration report” section of the management report.
Director’s dealings
According to Article 19 of the EU Market Abuse Regulation, members of
the Board of Management, the first tier of management and the
Supervisory Board are required as a matter of principle to disclose
their own transactions with shares of BLG AG or related financial
instruments.
The shareholdings of these persons amount to less than 1 percent of the
shares issued by the company. There were no purchases and sales
requiring disclosure during the reporting year.
Voting rights notifications
The following voting rights notifications from direct or indirect
investments in the capital of BLG AG were reported to the Board of
Management of BLG AG:
On February 7, 2019, the Free Hanseatic City of Bremen (municipality)
notified us pursuant to Section 33 (1) of the German Securities Trading
Act (Wertpapierhandelsgesetz – WpHG) that its share of voting rights in
BLG AG amounted to 50.42 percent (corresponding to 1,936,000 voting
rights) as of January 31, 2019.
On February 7, 2019, Peter Hoffmeyer notified us pursuant to
Section 33 (1) WpHG that the voting rights share of Panta Re AG, Bremen,
in BLG AG exceeded the threshold of 10 percent on January 31, 2019, and
at that time amounted to 12.61 percent (corresponding to 484,032 voting
rights). All voting rights are attributable to Peter Hoffmeyer pursuant
to Section 34 (1) sentence 1 no. 1 WpHG.
On November 18, 2016, the Waldemar Koch Foundation, Bremen, notified us
pursuant to Section 21 (1) WpHG (old version) that its share of voting
rights in BLG AG exceeded the threshold of 5 percent on November 15,
2016, and at that time amounted to 5.23 percent (corresponding to
200,814 voting rights).
On April 8, 2002, Finanzholding der Sparkasse in Bremen, Bremen,
notified us pursuant to Section 41 (2) sentence 1 WpHG (old version)
that its share of voting rights in BLG AG amounted to 12.61 percent
(corresponding to 484,032 voting rights) on April 1, 2002.
Further details are published on our website at
www.blg-logistics.com/en/investor-relations/information-about-our-share.
Proposal on the appropriation of net profit
The Board of Management and Supervisory Board will submit the following
proposal on the appropriation of the net retained profits of BLG AG for
the 2020 financial year in the amount of EUR 1,117,000 to the Annual
General Meeting on Wednesday, June 2, 2021:
An amount of EUR 422,000 for distribution of a dividend of EUR 0.11 per
no-par value registered share, with the remaining sum of EUR 695,000 to
be transferred to other revenue reserves.
Consolidated financial statements
The company, together with BLG KG as the joint parent enterprise,
prepared consolidated financial statements as of December 31, 2020 in
accordance with IFRSs, as adopted by the European Union, as well as the
additionally applicable provisions of German commercial law as set forth
in Section 315e (3) HGB in conjunction with Section 315e (1) HGB.
Furthermore, it has prepared financial statements for the purpose of
complying with the duty to prepare consolidated financial statements (in
accordance with Section 315e HGB). Both sets of financial statements are
published in the Federal Gazette and are available at the headquarters
of the company in Bremen.
German Corporate Governance Code
The 20th declaration of compliance with the German Corporate Governance
Code as amended on December 16, 2019 was issued by the Board of
Management on August 31, 2020 and by the Supervisory Board of BLG AG on
September 17, 2020. The declaration has been made permanently available
on our website:
www.blg-logistics.com/en/investor-relations.
Report on post-balance sheet date events
No events of particular significance for the net assets, financial
position and results of operations as of December 31, 2020 occurred
between the end of the financial year and the preparation of the annual
financial statements pursuant to Section 315e HGB on March 30, 2021.
Bremen, March 30, 2021
BREMER LAGERHAUS-GESELLSCHAFT
-Aktiengesellschaft von 1877-
THE BOARD OF MANAGEMENT
Frank Dreeke
Michael Blach
Andrea Eck
Christine Hein
Ulrike Riedel
Jens Wollesen
