Reporting 2021

Capital structure

20. Equity

The breakdown of and changes to equity in the 2021 and 2020 financial years are presented in the consolidated statement of changes in equity as a separate component of the consolidated financial statements as of December 31, 2021.

a) Consolidated capital of BLG AG

As in the previous year, the share capital (subscribed capital) amounted to EUR 9,984,000.00 and was divided into 3,840,000 approved, no-par 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. As in the previous year, the share capital was fully paid as of December 31, 2021.

The retained earnings included the legal reserve pursuant to Section 150 of the German Stock Corporation Act (AktG) of EUR 998,000 (previous year: EUR 998,000), which was allocated in full, as well as other retained earnings of EUR 10,273,000 (previous year: EUR 9,541,000). In the 2021 financial year, transfers to retained earnings amounted to EUR 697,000 (previous year: EUR 0,000).

b) Consolidated capital of BLG KG

The capital attributable to the limited partner of BLG KG is recognized. The limited liability capital and the share premium were almost exclusively made up of contributions in kind.

The share premium account includes allocations of asset-side differences from the time before the transition of the consolidated financial statements to IFRSs. In the reporting year, the limited partner, the Free Hanseatic City of Bremen, made a contribution to the share premium of EUR 53,000,000 (previous year: EUR 0,000).

Retained earnings include, in addition to undistributed profits from previous years, dividend payments and other withdrawals, previous changes in the basis of consolidation recognized outside profit or loss, and other changes and interests in consolidated net profit. In addition, retained earnings also include the differences between the German Commercial Code (HGB) and IFRSs existing on January 1, 2004 (date of transition). There is no separate presentation of the net profit or loss of consolidated companies.

The actuarial gains and losses recognized through other comprehensive income from the measurement of gross pension obligations in accordance with IAS 19 and the difference between the expected and actual return on plan assets are reported in “Other reserves”.

The reserve from the fair value measurement of financial instruments includes net gains or losses recognized through other comprehensive income from changes in the fair value of the effective portion of the cash flow hedges. Reserves are generally reversed upon settlement of the underlying transaction. In addition, the reserves are reversed on expiration, disposal, termination or exercise of the hedging instrument, in the event of revocation of the designation of the hedging relationship or non-fulfillment of the requirements for a hedge under IFRS 9. The reserve also contains changes in the measurement of equity investments measured at fair value. Further disclosures on hedge accounting are presented in note 32 in the “Derivative financial instruments” section.

EUR thousand 2021 2020
As of January 1 -12,951 -8,901
Change in reserves 4,863 -4,050
As of December 31 -8,088 -12,951

As of the end of the reporting period, the reserve consisted of the fair values of the interest rate swaps qualifying as hedges of EUR -8,465,000 (previous year: EUR -13,183,000), deferred taxes on this amount recognized through other comprehensive income of EUR 453,000 (previous year: EUR 453,000) as well as EUR -76,000 (previous year: EUR -221,000) from the fair values of financial instruments at associates recognized through other comprehensive income.

The foreign currency translation reserve includes exchange differences from the translation of financial statements of consolidated companies in currencies other than the euro.

c) Equity of non-controlling interests

This item contained EUR 6,934,000 (previous year: EUR 5,532,000) for the minority interests in the equity of fully consolidated subsidiaries.

For the development of the individual equity components, please see the separate Consolidated statement of changes in equity.

21. Earnings per share BLG AG

In accordance with IAS 33, basic earnings per share are calculated by dividing the consolidated net profit attributable to BLG AG by the average number of shares. Basic earnings per share for the 2021 financial year amount to EUR 0.30 (previous year: EUR 0.29). This calculation is based on the portion of the consolidated net profit of EUR 1,154,000 (previous year: EUR 1,117,000) attributable to BLG AG and the unchanged number of ordinary shares of 3,840,000.

In the calculation of diluted earnings per share, the average number of issued shares is adjusted for the number of all potentially dilutive shares. As in the previous year, there was no deviation in amount from the basic earnings in the reporting year.

Like basic earnings per share, diluted earnings per share are fully attributable to continuing operations.

22. Dividend per share

On June 2, 2021, the Annual General Meeting of BLG AG approved the proposal of the Board of Management and the Supervisory Board to use the net retained profits (in accordance with HGB) of EUR 1,117,000 reported on December 31, 2020 as follows:

  • Distribution of a minimum dividend in accordance with Section 254 of the German Stock Corporation Act (AktG) of EUR 0.11 per share. This represents a pay-out ratio of EUR 422,000 and a distribution ratio of 37.8 percent. The dividend was distributed to our shareholders on June 7, 2021.
  • Appropriation of EUR 695,000 to other revenue reserves.

For the 2021 financial year, the Board of Management and the Supervisory Board will propose to the Annual General Meeting on June 1, 2022 that the net retained profits in the amount of EUR 1,152,000 be used to pay a dividend of EUR 0.30 per share. This represents a pay-out ratio of 99.8 percent.

Shareholders’ rights to dividend payments are recognized as a liability in the period in which the corresponding resolution is passed.

23. Non-current loans

EUR thousand 2021 2020
Up to 1 year 21,699 21,049
1 to 5 years 70,022 95,387
More than 5 years 66,666 51,000
Total 158,387 167,436

Of the loans taken out from banks, a total of EUR 65,328,000 (previous year: EUR 63,529,000) had fixed interest rates and EUR 93,059,000 (previous year: EUR 103,907,000) had variable interest rates.

Assurances have been made to all partner banks with regard to equal treatment and the change-of-control clause.

24. Other financial liabilities

Financial liabilities are recognized as liabilities when the BLG Group becomes party to an agreement. The liabilities are measured at fair value on initial recognition. They are subsequently measured, with the exception of derivatives, at amortized cost using the effective interest method. The measurement of derivatives is described in note 32.

Please refer to note 14 for information on the measurement of lease receivables.

Financial assets and liabilities are only netted and the net amount reported in the statement of financial position when there is a legally enforceable right to do so and there is an intention to settle on a net basis or to settle the corresponding liability at the same time as the relevant asset is sold.

Liabilities are derecognized after settlement, waiver or expiration.

Other financial liabilities break down as follows:

EUR thousand 12/31/2021
Current
12/31/2021
Non-current
12/31/2020
Current
12/31/2020
Non‑current
Lease liabilities 56,673 470,307 70,774 465,645
Loans BLG Unterstützungskasse GmbH 25,600   25,600  
Current portion of non-current loans 21,699   21,049  
Term and overnight deposits 15,000   25,000  
Derivatives with negative fair value 8,870   13,386  
Obligations under revenue deductions 8,623 5,993
Other financial loans 7,999 55,718 5.816 44,241
Bank overdrafts 6,570   52,298  
Cash management with respect to equity investments 3,949   2,501  
Liabilities to factoring company 2,559   0  
Future social concept 1,028 3,454 936 3,418
Accruals 0   143  
Other 4,005 0 4,801 0
Total 162,574 529,479 228,297 513,305

The average effective interest rates as of the end of the reporting period of current account liabilities to banks amounted to 0.8 percent (previous year: 0.5 percent).

Information on (undiscounted) future cash flows from lease liabilities and other financial loans is given in note 32 under “Liquidity risk”.

25. Deferred government grants

EUR thousand 12/31/2021­
Non-current
12/31/2020­
Non-current
AUTOMOBILE Division 2,734 2,671
CONTRACT Division 92 79
Total 2,826 2,750
EUR thousand 12/31/2021­
Current
12/31/2020­
Current
AUTOMOBILE Division 70 70
CONTRACT Division 11 11
Total 81 81

Investment grants from the government are not recognized until there is reasonable assurance that the attached conditions will be met and that the grant will be awarded. Grants are reported separately under liabilities using the gross method. They are reversed pro rata temporis in line with the depreciation and amortization of the subsidized assets.

The items set forth in the tables above are deferrals for asset-related grants. The grants of the AUTOMOBILE Division included EUR 1,256,000 (previous year: EUR 1,308,000) for grants from the Federal Railway Authority for replacements and renovations in the rail infrastructure. The deferrals are reversed in line with the depreciation of the subsidized assets. Total income from the reversal of the deferrals amounting to EUR 81,000 (previous year: EUR 98,000) was recognized in 2021.

In addition, further income of EUR 2,544,000 was recognized during the year (previous year: EUR 3,778,000), the full amount of which related to grants recognized through profit or loss. EUR 1,506,000 (previous year: EUR 2,898,000) of this amount related to reimbursements of social security contributions by the Agentur für Arbeit (Federal Labor Agency) in connection with the introduction of short-time work. These are reported gross under other operating income.

26. Non-current provisions

Pension obligations are post-employment benefits within the meaning of IAS 19. Pension provisions are measured using the projected unit credit method prescribed in IAS 19 for defined benefit plans. In addition to pension obligations existing at the end of the reporting period, this method also takes into account the future earnings trend, expected pension increases and expected fluctuation. Actuarial gains and losses are fully recognized in other comprehensive income in the period in which they arise. The net interest component, which includes interest expense from the interest cost of the gross pension obligations less the expected return on plan assets, is shown in net financial income/net finance costs. The plan assets bear interest at the applied discount rate on which the measurement of the pension obligations is based. The obligations presented in the statement of financial position are net obligations after offsetting against plan assets.

Anniversary provisions are other long-term employee benefits within the meaning of IAS 19. They are also measured using the projected unit credit method. The interest component included in the anniversary expenses is shown in net financial income/net finance costs

EUR thousand 12/31/2021 12/31/2020
Personnel-related provisions    
Direct commitments 5,718 11,986
Port pensions 18,963 19,663
Future social concept 35,481 33,257
Anniversary provisions 10,485 9,997
  70,648 74,903
Other provisions    
Miscellaneous other non-current provisions 42 11
  42 11
Total 70,690 74,914

Provisions for pensions

All the plans of BLG LOGISTICS are defined benefit plans within the meaning of IAS 19. There are no minimum funding requirements.

The individual commitments of the Group companies form the legal basis for granting benefits. In addition, there are obligations for the payment of a disability pension and a retirement pension from the collective framework agreement for the port employees of German seaport companies, including the special provisions for the ports in the state of Bremen of May 12, 1992. On January 1, 1998, the pension obligations existing at BLG AG up to this date were assumed by the Free Hanseatic City of Bremen (municipality).

There are also pension obligations in accordance with the guidelines of the Siemens pension insurance for employees who were transferred as of October 1, 2001 from SRI Radio Systems GmbH and as of May 1, 2003 from Siemens AG to BLG Logistics Solutions GmbH & Co. KG.

Pension obligations exist for employees who were transferred from Schenker AG as of April 1, 2015 and from Kühne+Nagel (AG & Co.) KG as of January 1, 2016 to BLG Industrielogistik GmbH & Co. KG pursuant to Schenker AG’s “Benefit plan 2000” works agreement of February 28, 2003, as well as Schenker AG’s “Pension component employee participation” company-wide works agreement of June 9, 2011.

Due to a transfer of operations, BLG Handelslogistik GmbH & Co. KG assumed obligations from Puma AG in the form of identical individual commitments as of October 1, 2018.

In addition, there are obligations to grant and pay retirement, disability and survivor’s pensions due to a Group works agreement on ensuring the social future dated March 15, 2005 (future social concept). Significant portions of this benefit plan are made up of annually agreed compensation waivers to be negotiated with the participating employees, while the components of the bonus plan result annually from an employee profit sharing plan established after the end of the financial year.

For parts of the individual commitments and for the obligations within the framework of the future social concept, there are plan assets in the form of qualified insurance contracts within the meaning of IAS 19. The plan assets are managed externally by insurance companies, and specifically include reinsurance cover for pension commitments and deposits for outstanding reinsurance premiums, in which outstanding reinsurance premiums are invested as a lump sum in a securities account. The installment premiums to the reinsurer are financed from a corresponding sale of the fund units. Like the reinsurance policy, the fund units are pledged to the beneficiaries. The asset values determined by the insurance companies are recognized as fair values.

EUR thousand 12/31/2021 12/31/2020
Reinsurance policies 69,492 65,113
Deposit for outstanding premium payments to the reinsurance 4,552 0
Fair value of plan assets 74,044 65,113

The provisions are calculated, taking into account the respective underlying contractual agreement in each case, by qualified actuaries applying the projected unit credit method in accordance with IAS 19.

The Group is exposed to various risks in connection with the defined benefit plans. In addition to the general risks of a change in demographic assumptions, these are, in particular, interest rate risk and capital market or investment risk. There are no concentrations of risk.

EUR thousand 12/31/2021 12/31/2020
Present value of defined benefit obligations 135,218 131,023
Fair value of plan assets -74,044 -65,113
Shortfall (net debt) 61,174 65,910

Present value of pension obligations

The present value of the defined benefit obligations changed as follows:

EUR thousand 12/31/2021 12/31/2020
Balance at beginning of year 131,023 124,107
Current service cost 2,847 8,631
Expense from deferred compensation 2,774 2,579
Interest expense 1,534 1,390
Remeasurement    
Adjustments based on historical data -277 -512
Actuarial gains/losses from changes in financial assumptions 645 -684
Utilization (pension payments) -3,229 -3,777
Reversals -94 -486
Transfers -5 17
Reclassifications 0 -242
Balance at end of year 135,218 131,023

The weighted average maturity (duration) of the defined benefit obligations was as follows:

  12/31/2021 12/31/2020
Direct commitments 18 years 19 years
Port pensions 15 years 16 years
Future social concept 11 years 12 years

Fair value of plan assets

The fair value of the plan assets changed as follows:

EUR thousand 12/31/2021 12/31/2020
Balance at beginning of year 65,113 61,197
Interest income 721 1,204
Expenses/income from plan assets (excluding interest income) 657 326
Additions made by the employees included in the plan (e.g. deferred compensation) 2,486 2,496
Employer contributions 7,130 2,787
Utilization (pension payments) -2,097 -2,351
Reversals -62 -472
Transfers 96 -74
Balance at end of year 74,044 65,113

Net pension expense

The portion of the net pension expense recognized in profit or loss for the period was made up as follows:

EUR thousand 12/31/2021 12/31/2020
Current service cost 2,847 8,631
Interest expenses 813 186
Total 3,660 8,817

The service cost is recognized in the consolidated statement of profit or loss as personnel expense, and the interest cost for the expected pension obligations is recognized as interest expense. The expected return on plan assets reduces the interest expense.

The actual income from plan assets as of December 31, 2021 amounted to EUR 1,378,000 (previous year: EUR 1,530,000).

Actuarial parameters

The actuarial computation of the material defined benefit obligations was based on the following parameters (given in the form of weighted average factors):

12/31/2021
in percent
Direct commitments Port pensions Future social concept
Discount rate 1.3 1.2 1.0
Rate of salary increases 1.6 0.0 0.0
Rate of pension increases 1.6 1.0 0.0
12/31/2020
in percent
Direct commitments Port pensions Future social concept
Discount rate 1.2 1.2 1.2
Rate of salary increases 1.6 0.0 0.0
Rate of pension increases 1.7 1.0 0.0

The mortality rate underlying the calculation of the present value of the material defined benefit obligations is based as in the previous year on the 2018 G mortality tables by Prof. Dr. Klaus Heubeck.

Sensitivity analyses

The present value of the pension obligations depends on a number of factors based on actuarial assumptions. The net expense (or income) used in determining assumptions for pensions includes the discount rate. Any change in these assumptions will impact the carrying amount of the pension obligation.

BLG LOGISTICS determines the appropriate discount rate at the end of each year. This is the interest rate used in determining the present value of expected future cash outflows required to settle the obligation. In determining the discount rate, the Group uses as its basis the interest rates of top-rated corporate bonds that are denominated in the currency in which the benefits are paid and with maturities corresponding to those of the pension obligation.

An increase or decrease in the principal actuarial assumptions in the amount of the expected future development would have the following effects compared to the parameters actually applied to the present value of pension obligations:

EUR thousand 12/31/2021
Higher
12/31/2020
Higher
Discount rate (50 basis points) -8,135 -8,219
Rate of salary increases (50 basis points) 186 334
Rate of pension increases (50 basis points) 2,132 3,032
EUR thousand 12/31/2021
Lower
12/31/2020
Lower
Discount rate (50 basis points) 9,010 9,133
Rate of salary increases (50 basis points) -179 -318
Rate of pension increases (50 basis points) -1,947 -1,437

The sensitivity calculations are based on the average maturity of the pension obligations determined as of December 31, 2021. The calculations were carried out on an isolated basis for actuarial assumptions which have been identified as significant to separately illustrate the potential impact on the calculated present value of pension obligations. As the average duration of the expected pension liabilities is based on the sensitivity analyses and consequently the expected payment dates are not taken into consideration, they only result in approximate information or statements about trends.

Funding of pension obligations

The funding of the pension contracts entered into for the Board of Management and senior staff and the agreements for the future social concept are fully covered by reinsurance cover for pension commitments and deposits for outstanding reinsurance premiums pledged in favor of the beneficiaries. The pension contracts are solely funded by the employer; the future social concept is funded by contributions made by employees and a performance bonus paid by the employer. There is no obligation to participate in the future social concept. The port pension does not contain any plan assets.

For the subsequent financial year, the company expects payments to the defined benefit plans of EUR 2,043,000 (previous year: EUR 2,249,000).

Anniversary provisions

EUR thousand Non-current Current
As of 01/01/2021 9,996 383
Utilization 0 -298
Reversal -110 0
Addition 599 382
Transfer 0 0
As of 12/31/2021 10,485 467

Provisions for anniversaries take into consideration the contractually guaranteed rights of Group employees to receive anniversary bonuses. Recognition is based on actuarial reports, which make calculations based on a discount rate of 1.0 percent (previous year: 1.2 percent). The interest cost of EUR 117,000 (previous year: EUR 84,000) was included in the addition for the reporting year of EUR 599,000 (previous year: EUR 568,000).

Other non-current provisions

Other non-current provisions amounted to EUR 42,000 (previous year: EUR 11,000).

Non-current provisions with a remaining maturity of more than one year are discounted at the capital market interest rate corresponding to their maturity.

27. Trade payables

EUR thousand 2021 2020
Liabilities to third parties 62,848 49,813
Obligations from outstanding invoices 21,305 22,078
Liabilities to investees 3,255 13,024
Liabilities to affiliated companies 289 226
Total 87,697 85,141

28. Other financial and non-financial liabilities

EUR thousand 12/31/2021­
Current
12/31/2021­
Non-current
12/31/2020­
Current
12/31/2020­
Non-current
Other financial liabilities        
Liabilities for variable remuneration 7,226 1,765 3,899 0
Liabilities to employees from wages and salaries 5,794 0 5,793 0
Other employee benefits 506 0 534 0
  13,526 1,765 10,226 0
Other non-financial liabilities        
Obligations from outstanding vacation leave 14,743 0 13,246 0
VAT liabilities 11,412 0 8,941 0
Current portion of non-current pension obligations 1,478 0 1,386 0
Contract liabilities 1,227 646 657 175
Advance payments 661 0 779 0
Partial retirement obligations 598 157 855 242
Advance customs duties 324 0 5,162 0
Other non-financial liabilities 271 0 1,668 0
  30,714 803 32,694 417
Total 44,240 2,568 42,920 417

Liabilities from partial retirement agreements as obligations arising from post-employment benefits (termination benefits) are measured using the projected unit credit method.

A liability is recognized based on collective bargaining and individual agreements. Recognition, which includes payments in arrears from current partial retirement arrangements and top-up amounts for building reserves, is based on actuarial reports.

The Group’s accounting policies for contract liabilities are presented in note 4.

29. Current provisions

Provisions are recognized if a liability to a third party results from a past event which is expected to result in an outflow of assets and can be reliably measured. They represent uncertain liabilities that are recognized at the amount of the best estimate. The amount of the provision also includes the expected cost increases.

EUR thousand As of ­
01/01/2021
Utilization Reversal Reclassification Addition As of ­
12/31/2021
Allocations for insurance costs 2,044 -1,985 -112 47 2,940 2,934
Onerous contracts 8,828 -6,628 -1,974 0 951 1,177
Warranty risks 3,147 0 -410 0 0 2,737
Miscellaneous other provisions 15,670 -2,361 -5,105 -100 8,233 16,337
Total 29,689 -10,974 -7,601 -53 12,124 23,185

The allocations for insurance costs primarily result from obligations with respect to the liability loss compensation fund of German metropolitan areas.

The provisions for onerous contracts were allocated with EUR 1,177,000 in full to the CONTRACT Division. The provisions relate to contracts with customers for which the estimated costs are not expected to be covered by the agreed revenue. The level of the risks from onerous contracts may increase significantly as a result of changes in circumstances over time. Based on our current estimation, a risk of this kind should be viewed as low.

For warranty risks from possible warranty liabilities and fair-dealing obligations, provisions of EUR 2,737,000 were carried forward from previous years. Overall, there is broad discretion in measuring these provisions, as there are no comparable items or other historical data.

Miscellaneous other provisions included other operating taxes of EUR 410,000 (previous year: EUR 753,000) and archiving costs of EUR 1,448,000 (previous year: EUR 1,348,000). In addition, miscellaneous other provisions included customer claims of EUR 1,590,000 (previous year: EUR 738,000) as well as maintenance obligations toward third-parties at rented halls/surface areas of EUR 1,209,000 (previous year: EUR 1,246,000).

30. Contingent liabilities

The existing contingent liabilities at BLG LOGISTICS in favor of companies accounted for using the equity method are presented below.

EUR thousand 2021 2020
Overall share of contingent liabilities    
in joint ventures 348 328
of associates 29 29
Total 377 357

Contingent liabilities are measured at their nominal amounts. Maximum guarantees are recognized at their maximum amount. Based on the relationships at the end of the reporting period, the actual contingent liabilities totaled EUR 49,000 (previous year: EUR 47,000) on the basis of the underlying liabilities. The contingent liabilities primarily relate to the collateralization of credit facilities.

Taking into account the knowledge gained up to the time this document was prepared, it can currently be assumed that all obligations underlying the contingent liabilities can be met by the respective principal debtors. The risk of a claim is considered low.

31. Other financial liabilities

EUR thousand 12/31/2021 12/31/2020
Order commitments 57,521 53,120
Other financial liabilities 1,650 1,170
Total 59,171 54,290

Other financial obligations are measured at their nominal amounts. The order commitments result from contracts entered into for the purchase of property, plant and equipment as well as of inventories.