Rohlig Annual Report 2008.pdf - Röhlig
Rohlig Annual Report 2008.pdf - Röhlig
Rohlig Annual Report 2008.pdf - Röhlig
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ANNUAL REPORT 2008<br />
SOLID - VIVID - COMMITTED<br />
1
2<br />
Contents<br />
3 Foreword<br />
The values of <strong>Röhlig</strong><br />
4 Solid<br />
6 vivid<br />
8 committed<br />
10 Unique – the new Logo<br />
Management <strong>Report</strong><br />
12 Market Development<br />
14 Gross Profi t by Division and Region<br />
17 <strong>Röhlig</strong> Group<br />
19 Structural changes and Risk Management<br />
Consolidated Financial Statements as of 31.12.08<br />
<strong>Röhlig</strong> & co. Holding GmbH & co. kG, Bremen<br />
21 Outlook<br />
<strong>Annual</strong> Balance Sheet<br />
22 Assets<br />
23 Equities and Liabilities<br />
24 consolidated Income Statement<br />
25 cash Flow<br />
26 Auditor’s Certifi cate<br />
27 <strong>Report</strong> of the Advisory Board<br />
Euro ’000 2008 2007 2006 2005 2004<br />
Balance sheet total 86,520 93,482 70,799 64,691 54,632<br />
Fixed assets 14,846 12,280 10,518 11,305 8,594<br />
current assets 70,492 80,197 59,707 52,865 45,414<br />
Equity 1 24,559 21,514 19,698 16,007 10,693<br />
Liabilities 2 48,142 56,116 37,613 36,381 34,611<br />
Gross profi t 77,850 73,853 54,232 48,010 41,725<br />
Personnel costs 48,201 43,334 32,022 28,466 24,872<br />
Depreciation 866 858 734 855 912<br />
Income taxes 3,038 2,634 2,170 1,408 1,526<br />
EBIT 10,345 14,594 10,556 7,293 4,457<br />
Net income 6,007 11,104 7,559 4,975 2,092<br />
cash fl ow 6,923 11,948 8,238 5,878 2,897<br />
Investments 3,398 1,727 703 1,995 1,300<br />
Average no. of employees 990 911 739 645 614<br />
Equity ratio 3 in % 28.4 23.0 27.8 24.7 19.6<br />
Return on equity before income taxes 3 in % 36.8 63.9 49.4 39.9 33.8<br />
1 Balance sheet equity plus payables due to shareholders, third party accounts and silent partnership<br />
2 Excluding payables to shareholders and third party accounts<br />
3 As related to the equity expanded by payables to shareholders, third party accounts and silent partnership as of 31 December
Ladies and Gentlemen,<br />
Dear <strong>Röhlig</strong> Customers and Partners,<br />
Last year, the pressure to increase market concentration<br />
in the logistics sector continued unabated.<br />
Family-owned companies are increasingly taken<br />
over by large corporations. In this process, they<br />
sacrifice their identity and the employees lose the<br />
personal relationship with their companies. <strong>Röhlig</strong>,<br />
though, has set its own course. By combining the<br />
professional competence of a large business with a<br />
family-owned company’s principles and values, we<br />
have successfully asserted ourselves in the logistics<br />
market.<br />
But rather than resting on the laurels of our 156year<br />
history, we are constantly re-inventing ourselves.<br />
That was the driving force behind the complete<br />
makeover of our company image. In future, <strong>Röhlig</strong><br />
will have a new logo and corporate design clearly<br />
conveying our core values. We are a vivid, dynamic<br />
company with a solid corporate culture and a committed<br />
customer-driven approach – these are the<br />
features that make <strong>Röhlig</strong> distinct and unique.<br />
Our company’s development has proved us right.<br />
Just like the rest of the logistics sector, we too are<br />
facing the challenges arising from the financial and<br />
economic crisis. But despite significantly lower<br />
transport volumes and margins in the fourth quarter<br />
2008, <strong>Röhlig</strong> is still on track. Last year, the consolidated<br />
companies again managed to increase gross<br />
profit from Euro 73.9 to 77.9 million – representing a<br />
growth of 5.4 per cent, which equals a growth of 9.3<br />
per cent when the figures are adjusted to take account<br />
of exchange rate fluctuations. Moreover, with<br />
EBIT at Euro 10.3 million, we have achieved one of<br />
the best results in our company’s history.<br />
We take an optimistic view of the future. In 2008,<br />
we moved forward key strategic measures to<br />
secure RÖHLIG‘s long-term position. These measures<br />
include, for example, globally unifying our<br />
operative IT systems, increasing investment in HR,<br />
and growing sales capacities in Europe, the USA<br />
and Asia. We have also expanded our international<br />
network by founding new country offices in Japan<br />
and Denmark and launching a joint venture in India,<br />
In addition, the „Haus am Fluss“ project provides us<br />
with a new headquarters directly on the banks of<br />
the River Weser in Bremen.<br />
In April 2009, in San Francisco, we ratified our<br />
“Strategy 2018” – a strategy that over 120 employees<br />
from all levels of the company had been actively<br />
shaping since summer 2008. After all, they<br />
live <strong>Röhlig</strong>’s values and it is their commitment, day<br />
after day, that has helped to build our company’s<br />
success. That is why I want to take this opportunity<br />
to especially thank all our employees. I would also<br />
like to thank you, <strong>Röhlig</strong>’s partners and customers,<br />
for the trust that has made our success possible.<br />
I am very much looking forward to continuing this<br />
successful cooperation.<br />
Thomas W. Herwig<br />
Managing Partner<br />
FOREWORD<br />
3
THE vALUES OF RÖHLIG<br />
4<br />
SOLID
Solid<br />
Chameleon [Greek, originally »ground lion«], Chamaeleonidae family<br />
Territories: Africa, Southern Europe, South and South-West Asia<br />
Chameleons can change their colour to refl ect their mood and their shape to<br />
match their surroundings but always change back to their original colour or<br />
shape. These reptiles have retained virtually the same qualities for almost a<br />
million years.<br />
Flexibility isn’t everything. Preserving your own character and maintaining<br />
continuity through generations is the best way to succeed in the long run.<br />
That has always been nature’s recipe for success – and it’s still just as valid<br />
today.<br />
Modern transport and communication technologies are bringing our world<br />
closer together. <strong>Röhlig</strong> systematically takes advantage of the potential this<br />
creates. We develop new markets and are constantly expanding our network<br />
of global branches. But ever since <strong>Röhlig</strong> was founded and in spite<br />
of the changes, we have kept to a set of principles that governs the way<br />
we act.<br />
Our principles are rooted in fairness, trust and transparency – and they<br />
explain why our customers value our company. The same principles are<br />
applied to the relationship with our staff and also create a basis for reliable<br />
partnerships with other companies.<br />
Working together, we want to take advantage of opportunities that the future<br />
brings. Our approach may sometimes be daring but it is never daredevil.<br />
Our fi nancial policy takes the long-view: we avoid high-risk operations<br />
or acquisitions to give <strong>Röhlig</strong> the stable basis that is needed to sustain us<br />
during a turbulent market environment.<br />
And there’s one more thing we value: our independence. We do not merge<br />
with other companies or huddle under the umbrella of a major corporation.<br />
We note with growing concern an increasing state infl uence on logistics<br />
companies, which is also occuring in some European countries, and frequently<br />
leads to serious distortion in competition.<br />
At <strong>Röhlig</strong>, we defi ne individual strategic goals and set our own course. Over<br />
156 years experience shows that keeping to these principles has always<br />
paid off . In a fast-changing world, solidity is a key prerequisite for longterm<br />
continuity and growth.<br />
5
THE vALUES OF RÖHLIG<br />
6<br />
VIVID
Vivid<br />
Red-winged blackbird: [Agelaius phoeniceus], Icteridae family (starlings)<br />
Territories: North America, Central America, Caribbean<br />
Red-winged blackbirds are active in the daytime. They spend most of their<br />
time busily looking for food, and hardly ever allow themselves to take a<br />
break. They are considered powerful fl ying birds. Migratory groups of redwinged<br />
blackbirds can cover distances of up to 5,000 kilometres.<br />
More than 1,700 people work for <strong>Röhlig</strong> – diff erent personalities, all contributing<br />
their own talents and drive to give our company its unique dynamic.<br />
Our employees come from 35 countries. Many diverse cultures shape our<br />
company and give it a vibrant energy. The <strong>Röhlig</strong> policy of exchanging staff<br />
between branches ensures that people from diff erent cultural backgrounds<br />
work together and learn from one another. This is undoubtedly one reason<br />
why we are so successful in quickly gaining a foothold in new markets.<br />
<strong>Röhlig</strong> has an international structure – not a claim, but a fact. And it applies<br />
equally to our management with executives from a variety of countries entrusted<br />
with a range of tasks. That’s an area where we are even slightly ahead<br />
of some “global players”.<br />
This dynamic is refl ected in our operating fi gures: sales, gross profi t and<br />
staff numbers have all grown steadily over the last years. Our company has<br />
developed excellently. We take an optimistic view of the challenges that lie<br />
ahead.<br />
In future we will continue to look for resourceful and committed staff and<br />
engage them long-term. This is the only way to ensure <strong>Röhlig</strong> remains a vibrant,<br />
dynamic company.<br />
7
THE vALUES OF RÖHLIG<br />
COMMITTED<br />
8
Committed<br />
Cattle egret [Ardeola ibis; genus Bubulcus], Heron family [Ardeidae]<br />
Territory: Africa, Southern Europe, Asia, America, Australia<br />
Hippopotamus [Hippopotamus amphibius] or hippo, Hippopotamidae family<br />
Territory: Sub-Saharan Africa<br />
Over the last decades, the distribution of cattle egrets has increased signifi<br />
cantly and now includes the Americas, Southern Asia and Australia. The<br />
cattle egret can often be seen perched on the back of hippos and other large<br />
animals where it picks insects from their skin.<br />
For a partnership to function successfully, there must be close and committed<br />
relations. And that applies just as much to our business relations. We<br />
know our customers and understand their concerns. This knowledge allows<br />
us to plan tailor-made logistics services to meet individual needs.<br />
We cannot aff ord to use call centres. At <strong>Röhlig</strong>, customers always have a direct<br />
line to their point of contact in the company. That’s one reason why they<br />
entrust us daily with one of their central business processes – the transport<br />
of their products.<br />
<strong>Röhlig</strong> customers know we are committed to their success. Our cargo clearance<br />
departments in recipient countries often work at night and at weekends<br />
to arrange duty payments on urgent airfreight deliveries even while the<br />
goods are still in transit.<br />
We do not give up until we have found a suitable solution, even to the most<br />
complex requests. And if necessary, we’ll use unusual methods to handle<br />
them, always thinking one step ahead.<br />
This is what makes <strong>Röhlig</strong> so diff erent: we are not just another service provider.<br />
We are reliable and committed – and always on hand for our customers.<br />
9
THE vALUES OF RÖHLIG<br />
10<br />
Unique – the new Logo<br />
<strong>Röhlig</strong>-logo [abbreviation for logotype: “symbol or emblem”],<br />
part of the appearance of the company and its<br />
corporate Identity<br />
Territory: The World<br />
The logo represents <strong>Röhlig</strong> and its values on<br />
all continents. It comprises graphic elements<br />
and the company name. The letters for logistics<br />
supports the upper section of the logo, but are<br />
clearly subordinate to it. The use of blue references<br />
<strong>Röhlig</strong>’s core business: sea and air freight.<br />
What makes for a good logo? First and foremost,<br />
it must be memorable and unmistakable.<br />
Secondly, it needs to convey the company’s<br />
particular character. A logo can be considered<br />
successful when it meets these criteria.<br />
Our previous logo refl ected our policy of expansion.<br />
It was developed when the company had<br />
initiated a phase of worldwide growth. We opened<br />
up new markets and established ourselves<br />
The “Haus am Fluss”: In 2009, <strong>Röhlig</strong> moved into its new headquarters<br />
directly on the banks of the River Weser.<br />
in countries overseas. The arrow in the <strong>Röhlig</strong>-logo<br />
simultaneously symbolised the routes<br />
we would be serving henceforth. Since those<br />
days, we have not only been delivering our<br />
customer’s goods by land and sea, but also by air.<br />
But today <strong>Röhlig</strong> is far more than just a carrier<br />
or logistics provider. We are also a consultant,<br />
partner and trusted contact person for our customers<br />
– the approach embodied by our new<br />
logo. Its overarching shape creates an all-embracing<br />
impression, symbolising trust and solidarity.<br />
The three external elements refl ect our<br />
values, our core business and our brand promise:<br />
The <strong>Röhlig</strong>-values are solid, vivid and<br />
committed. <strong>Röhlig</strong> is characterised by<br />
the stability and reliability of its company<br />
culture and partnerships, the dynamism of<br />
the company and staff , and commitment to<br />
its customers.<br />
Our core business comprises sea freight, air<br />
freight and project logistics.<br />
Our brand promise is high quality, high tech, high<br />
touch. <strong>Röhlig</strong> combines the highest quality standards<br />
with cutting edge technology and a high<br />
degree of customer proximity.<br />
These elements complement each other and are<br />
strongly centred around a focal point. They combine<br />
to create our message: whatever we do, <strong>Röhlig</strong><br />
customers and staff are always at the heart of<br />
our actions.
MANAGEMENT REPORT | MARkET DEvELOPMENT<br />
12<br />
<strong>Röhlig</strong> stays on Course<br />
for Growth and Stability<br />
Exchange market turbulence and declining<br />
fourth quarter transport volumes<br />
In <strong>Röhlig</strong>’s 156th year of operations, our markets<br />
were infl uenced by a series of negative factors.<br />
The US fi nancial crisis spread to hit credit institutions<br />
across all industrialised countries. Decreasing<br />
commodity prices led to severe pressure on the<br />
Australian Dollar, which lost 21.7 per cent against<br />
the Euro, and on the South African Rand, which<br />
was down 30.2 per cent against the European currency<br />
in a year-on-year comparison. At the end of<br />
2008, the British Pound too was down by 29.9 per<br />
cent compared to start of the year. This exchange<br />
market volatility negatively impacted our consolidated<br />
gross profi t and the net income.<br />
In addition, volume growth on the main global container<br />
transport routes slowed and, in the fourth<br />
quarter, came to a virtual standstill. At the same<br />
time, new tonnage introduced into the market increased<br />
the pressure on sea freight rates. Although<br />
this trend was already predictable in late 2007, it<br />
has become evermore apparent during the course<br />
of 2008.<br />
As early as mid-2008, it was clear that air freight<br />
volumes were declining. Both the number of shipments<br />
and average shipment size experienced a<br />
substantial downturn in the key East-West routes.<br />
Here, Lufthansa’s own handling fi gures can serve<br />
as an indicator, with a 6 per cent decline in tonnage<br />
over the entire year and as much as 21.4 per<br />
cent in December alone.<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
Development of gross profi t in the consolidated<br />
companies 2004 - 2008 in Euro ’000<br />
41,725<br />
48,010<br />
54,232<br />
73,853<br />
77,850<br />
2004 2005 2006 2007 2008<br />
Despite the diffi cult market conditions and exchange<br />
rate turbulence, our consolidated companies<br />
proved able to successfully expand sales<br />
activities, returning an increase in gross<br />
profi t of 5.4 per cent which, with currency adjustments,<br />
amounts to 9.3 per cent growth. <strong>Röhlig</strong><br />
achieved an EBIT of Euro 10.3 million – one<br />
of the best results in our company’s history.<br />
Gross profi t in Euro ’000 2008 2007<br />
Gross profi t consolidated companies 77,850 73,853<br />
Gross profi t<br />
Associated companies 30,222 30,288<br />
Total 108,072 104,141
Renewed growth in staff numbers<br />
Against the background of the looming recession,<br />
<strong>Röhlig</strong> has supported an expansion in sales<br />
activities in nearly all countries by increasing<br />
sales personnel. We want to compensate<br />
for declining freight volumes from our regular<br />
customers by increasing the number of new<br />
customers. The number of sales personnel was<br />
increased first and foremost in Germany, Hong<br />
kong, Australia, New Zealand, and the USA.<br />
In the USA, <strong>Röhlig</strong> introduced a new organisational<br />
structure with a broader management to<br />
create the foundation for future growth. This<br />
move was introduced with the understanding<br />
that a decline in results in the short term may<br />
be the price to pay for long-term stable development.<br />
Employees 2008 2007<br />
Germany 292 276<br />
Belgium 16 15<br />
France 102 96<br />
Great Britain 36 37<br />
Italy 34 33<br />
The Netherlands 22 24<br />
Spain 26 21<br />
Australia 149 144<br />
New Zealand 61 44<br />
Hong kong 97 86<br />
Singapore 23 22<br />
USA 95 113<br />
canada 11 11<br />
chile 26 22<br />
Total <strong>Röhlig</strong> 990 911<br />
South Africa 454 463<br />
china 199 173<br />
South korea 32 32<br />
UAE 19 17<br />
Taiwan 17 10<br />
Total associated companies 721 695<br />
Total <strong>Röhlig</strong> Group 1,711 1,606<br />
13
MANAGEMENT REPORT | GROSS PROFIT By DIvISION AND REGION<br />
14<br />
Divisions<br />
Regions<br />
Concentrating on core competencies –<br />
increasing market shares in sea and air freight<br />
The US-led global recession already had a noticeable<br />
impact on air freight in the third quarter.<br />
In December 2008, the decline in freight volumes<br />
registered its low point at 22.8 per cent, refl ected<br />
in a dramatic fall in air freight. Although IATA<br />
fi gures show the air freight market contracting by<br />
four per cent on an annual basis, <strong>Röhlig</strong> was able<br />
to hold gross profi t stable in this sector.<br />
Growth slowed in sea freight in the third quarter<br />
with container volumes transported recording a<br />
decline in the fi nal quarter of 2008. The Global<br />
Insight Institute calculated growth of 4.3 per cent<br />
for the entire market over the previous year. In<br />
this sector <strong>Röhlig</strong> increased gross profi t by 10.2<br />
per cent, which thus indicates a growth in market<br />
share. In fi nancial terms, the percentage of sea<br />
freight in the overall business operations increased<br />
correspondingly from 56.7 to 59.3 per cent.<br />
Gross profi t by division 2008 2007<br />
in Euro ’000/ Shares<br />
Sea freight 46,136 59.3% 41,873 56.7%<br />
Air freight 31,423 40.3% 31,379 42.5%<br />
Other 499 0.4% 601 0.8%<br />
Total 77,850 100% 73,853 100%<br />
Succesfull on the US-market<br />
In the last business year, America recorded the<br />
highest growth rate of all regions with 11.9 per<br />
cent. Its proportion of total gross profi t increased<br />
correspondingly. Asia and Europe also demonstrated<br />
its ability to achieve growth that was higher<br />
than expected.<br />
In contrast, the negligible gross profi t growth in<br />
Australia and New Zealand does not refl ect the<br />
real situation. This region also actually achieved<br />
double-digit growth of 11.8 per cent when measured<br />
in the local currencies. However, due to the<br />
Australian Dollar’s loss of value, a lower level of<br />
growth was refl ected in the consolidated companies’<br />
accounts as these are measured in Euro.<br />
Gross profi t by region 2008 2007<br />
in Euro ’000/ Shares<br />
Germany 21,489 27.6% 21,588 29.2%<br />
Europe (excl. Germany) 23,366 30.0% 21,466 29.1%<br />
Australia/New Zealand 15,521 19.9% 15,006 20.3%<br />
Asia 7,866 10.1% 7,205 9.8%<br />
America 9,608 12.4% 8,588 11.6%<br />
Total 77,850 100% 73,853 100%<br />
Gross profi t by division/region in Euro ’000/Shares<br />
46,136<br />
59.3%<br />
Germany<br />
499<br />
0.4%<br />
31,423<br />
40.3%<br />
2008 Sea freight<br />
Air freight<br />
Other<br />
9,608<br />
12.4%<br />
7,866<br />
10.1%<br />
15,521<br />
19.9%<br />
2008<br />
21,489<br />
27.6%<br />
23,366<br />
30.0%<br />
Germany<br />
Europe (excl. Germany)<br />
Australia/New Zealand<br />
Asia<br />
America<br />
Since 1 April 2008, the two former separate sea<br />
and air freight companies have been trading under<br />
the name of <strong>Röhlig</strong> Deutschland GmbH & co. kG.<br />
Re-structuring measures and consulting, as well<br />
as the move of our largest German offi ce in Hamburg,<br />
led to non-recurring costs, which could not<br />
be met even by the slight rise in gross profi t. As a<br />
result, earnings from the operating companies in<br />
Germany fell by Euro 1.097 million to Euro 1.938<br />
million. Despite this decrease, <strong>Röhlig</strong> Deutschland<br />
still made the largest contribution to the results of<br />
all consolidated companies.
The <strong>Röhlig</strong> & co. Holding GmbH & co. kG and<br />
<strong>Röhlig</strong> & co. Internationale Beteiligungsgesellschaft<br />
mbH have taken over the executive and<br />
administrative tasks for the entire Group. Part of<br />
the costs arising there are proportionally divided<br />
between the consolidated companies and the remainder<br />
goes into the results of the German region.<br />
Roehlig blue-net GmbH operates the consolidated<br />
companies’ IT centre in Hamburg. In 2008,<br />
as the Group’s internal IT provider, this 100 per<br />
cent subsidiary provided advanced funding for<br />
future IT projects.<br />
Germany in Euro ’000 2008 2007<br />
Gross profi t 21,489 21,588<br />
Thereof: Air freight 9,186 9,429<br />
Sea freight 12,204 11,820<br />
Other* 99 339<br />
Adjusted net income -1,298 2,268<br />
Thereof: Sea and Air freight 1,938 3,035<br />
Holding/IBG -3,236 -767<br />
Employees 292 276<br />
Trainees 30 30<br />
* <strong>Röhlig</strong> & co. Holding GmbH & co. kG, <strong>Röhlig</strong> & co. Internationale<br />
Beteiligungsgesellschaft mbH, Roehlig blue-net GmbH<br />
Europe (excluding Germany)<br />
Our subsidiary in France recorded a record operating<br />
income of Euro 11.9 million, around half of the<br />
gross profi t for the region of Europe. Belgium was<br />
also able to signifi cantly increase gross profi t and<br />
net income. The weakness of sterling signifi cantly<br />
reduced the increase in gross profi t and earnings<br />
achieved in Great Britain in the local currency.<br />
It has not yet proved possible to stabilise business<br />
in the Netherlands. The negative operating result<br />
was additionally aff ected adversely by inherited<br />
liabilities and losses on bad debts. With gross<br />
profi t up by 11.3 per cent, Italy again achieved a<br />
positive result, while the full force of the severe<br />
recession was felt in Spain in the second half of<br />
the year.<br />
Europe (excluding Germany)* in Euro ’000 2008 2007<br />
Gross profi t 23,366 21,466<br />
Thereof: Air freight 8,127 7,747<br />
Sea freight 14,936 13,494<br />
Other 303 225<br />
Adjusted net income 127 1,325<br />
Employees 236 226<br />
* Belgium, France, Great Britain, Italy, the Netherlands, Spain<br />
15
MANAGEMENT REPORT | GROSS PROFIT By DIvISON AND REGION<br />
16<br />
Pacifi c (Australia/New Zealand)<br />
There was an exceptionally positive development<br />
in business in the Pacifi c region in 2008. At a pretax<br />
profi t margin of 21.2 per cent of gross profi t,<br />
Australia achieved a record result with over AUD<br />
4.4 million pre-tax earnings. With the Australian<br />
Dollar exchange rate markedly down, the yearon-year<br />
comparison on a Euro basis does not refl<br />
ect the real development.<br />
In 2008, our fi rst offi ce on New Zealand’s South<br />
Island was opened, at christchurch and <strong>Röhlig</strong>’s<br />
previous freight forwarding partner brought its<br />
business into the New Zealand company. Overall,<br />
the Pacifi c region proved able to increase its result<br />
over the previous year by 15.9 per cent.<br />
Australia/New Zealand in Euro ’000 2008 2007<br />
Gross profi t 15,521 15,006<br />
Thereof: Air freight 6,112 6,502<br />
Asia<br />
Sea freight 9,409 8,472<br />
Other 0 32<br />
Adjusted net income 1,972 1,701<br />
Employees 210 188<br />
In 2008, the Asian branches were again the offi -<br />
ces with the highest earning power in the entire<br />
<strong>Röhlig</strong> Group. Despite the markedly lower air and<br />
sea freight volumes in the last quarter of 2008,<br />
the Hong kong and Singapore companies once<br />
more proved able to increase annual gross profi t<br />
growth, this time by 9.2 per cent. The investments<br />
made to expand our network in Southern china<br />
have already paid off , with the result improving by<br />
an above average 13.2 per cent.<br />
Asia* in Euro ’000 2008 2007<br />
Gross profi t 7,866 7,205<br />
Thereof: Air freight 3,807 3,958<br />
Sea freight 3,962 3,242<br />
Other 97 5<br />
Adjusted net income 2,864 2,529<br />
Employees 120 108<br />
* Hong kong and Singapore<br />
America<br />
In total, the three country offi ces in America managed<br />
to increase gross profi t by 11.9 per cent<br />
over the previous year. To create a basis for future<br />
growth, considerable investment in personnel<br />
was made in the USA within a new organisational<br />
and sales structure. Since the US-offi ce had<br />
hardly been present on the Pacifi c route previously,<br />
our “Transpac” programme was launched<br />
in 2007 in cooperation with the Singapore, Hong<br />
kong and china offi ces. In 2008, the target of<br />
annually doubling sea freight volumes in the largest<br />
container shipping area in the world by 2012
America* in Euro ’000 2008 2007<br />
Gross profi t 9,608 8,588<br />
Thereof: Air freight 4,035 3,744<br />
Sea freight 5,573 4,844<br />
Other 0 0<br />
Adjusted net income 32 913<br />
Employees 132 91<br />
* canada, chile, USA<br />
was met very eff ectively. The moves that led to<br />
the temporary reduction in earnings were introduced<br />
with the knowledge that this might be the<br />
price for the long-term development of our business<br />
in the USA.<br />
<strong>Röhlig</strong> Group<br />
The <strong>Röhlig</strong> Group includes both the consolidated<br />
companies, and also the associated companies<br />
in South Africa, china, South korea, Taiwan and<br />
the United Arab Emirates, in each of which we<br />
hold up to 50 per cent of the share capital. These<br />
companies are of considerable signifi cance to the<br />
<strong>Röhlig</strong> network and are included “at equity” in the<br />
consolidated accounts.<br />
South Africa<br />
<strong>Röhlig</strong>-Grindrod was able to further improve on<br />
its record 2007 result and is one of the most profi<br />
table Group companies. The slight decrease in<br />
gross profi t can be attributed to the weakness of<br />
the South African Rand, which lost 30.2 per cent<br />
of its value against the Euro in the reporting year.<br />
Sales and gross profi t in South Africa roughly account<br />
for a quarter of the consolidated companies’<br />
sales. On the other hand, at Euro 284.4 million,<br />
the excise and import turnover taxes exceed<br />
that of the entire consolidated companies Euro<br />
198.4 million – by more than a third. These fi gures<br />
give a clear picture of the enormous importance<br />
of customs business in South Africa. In addition to<br />
the network business with the other <strong>Röhlig</strong> com-<br />
panies, cross-border land and air transport with<br />
other states in southern Africa is growing in importance.<br />
South Africa 2008 2007<br />
(50% share in capital) in Euro ’000<br />
Gross profi t 20,785 21,883<br />
Net income after taxes 3,428 3,028<br />
Net income from equity consolidation 1,714 1,514<br />
Employees 454 463<br />
China<br />
Business in china is undertaken through two joint<br />
venture companies, one invoicing in Renminbi<br />
and the other in US dollars. <strong>Röhlig</strong> has a 50 per<br />
cent participation in both companies.<br />
In the fi rst three quarters of 2008, growth in the<br />
associated companies in china was 10.1 per cent<br />
expressed in local currency. In the fi nal quarter,<br />
weaker exports volumes from china led to a drop<br />
in gross profi t of 4.7 per cent compared to the<br />
previous year. Despite the chinese economy<br />
slowing, Weiss-<strong>Röhlig</strong> china was able to further<br />
expand its network of branch offi ces and invested<br />
in increasing trans-Pacifi c business with North<br />
America. The decrease in the result was primarily<br />
due to the additional personnel costs involved in<br />
expanding the operations.<br />
China 2008 2007<br />
(50% share in capital) in Euro ’000<br />
Gross profi t 5,957 5,844<br />
Net income after taxes 1,162 1,816<br />
Net income from equity consolidation 581 908<br />
Employees 199 173<br />
MANAGEMENT REPORT | RÖHLIG GROUP<br />
<strong>Röhlig</strong> Group<br />
17
MANAGEMENT REPORT | RÖHLIG GROUP<br />
18<br />
South Korea<br />
With exports accounting for around 40 per cent<br />
of gross domestic product, korea has signifi cant<br />
dependance on the development of world trade.<br />
consequently, the global fi nancial crisis, which<br />
reached korea in the second half of 2008, had a<br />
major impact on the economy there. Despite declining<br />
rates of economic growth, <strong>Röhlig</strong> managed<br />
to improve its gross profi t in korea by 20.8 per<br />
cent, which resulted in a larger than expected increase<br />
in net income.<br />
South Korea 2008 2007<br />
(40% share in capital) in Euro ’000<br />
Gross profi t 1,809 1,497<br />
Net income after taxes 456 220<br />
Net income from equity consolidation 182 88<br />
Employees 32 32<br />
Taiwan<br />
In Taiwan, the joint venture company that was cofounded<br />
in 2007 and in which Gebrüder Weiss<br />
and <strong>Röhlig</strong> each have a 35 per cent shareholding,<br />
has already generated a profi t within its fi rst full<br />
business year.<br />
Taiwan continues to play a leading role worldwide<br />
in a range of key industries. Taiwanese companies<br />
manufacture around 83 per cent of all notebooks<br />
and nearly 70 per cent of all LcD screens. However,<br />
the considerable dependence on the development<br />
of world trade led to a clear decrease in<br />
exports and imports in the fi nal quarter of 2008,<br />
and this is expected to continue for the duration<br />
of 2009.<br />
Taiwan 2008 2007<br />
(35% share in capital) in Euro ’000<br />
Gross profi t 862 516<br />
Net income after taxes 213 10<br />
Net income from equity consolidation 75 3<br />
Employees 17 10<br />
United Arab Emirates<br />
The Weiss-<strong>Röhlig</strong> Dubai Ltd. offi ce has fulfi lled<br />
the expectations expressed in the last annual<br />
report and was able to increase its gross profi t<br />
by 47.3 per cent. Parallel to expanding operations,<br />
the net income from this joint venture<br />
company was also more than expected. This<br />
gratifying development was due to the network<br />
business undertaken with other <strong>Röhlig</strong><br />
and Gebrüder Weiss companies, as well as the<br />
growth in project business.<br />
UAE 2008 2007<br />
(23% share in capital) in Euro ’000<br />
Gross profi t 809 549<br />
Net income after taxes 290 114<br />
Net income from equity consolidation 145 45<br />
Employees 19 17
MANAGEMENT REPORT | STRUcTURAL cHANGES AND RISk MANAGEMENT<br />
Liquidity and Stability<br />
as the Primary Goals<br />
Systematic implementation of our company<br />
strategy<br />
The events of the previous year have vindicated<br />
<strong>Röhlig</strong>’s focus on a long-term operational policy<br />
directed towards sustainability. In 2008, the year<br />
of the global financial crisis, our principle of building<br />
trustworthy partnerships with customers and<br />
staff, service providers, credit institutions, carriers<br />
and suppliers has proven its value.<br />
Establishing a unified IT platform is one key building<br />
block in our strategy. Over the past business<br />
year, we have invested significantly in this sector<br />
to continue driving this process forward. The companies<br />
in Germany, Denmark and the Netherlands<br />
are now using SAP software for their work in the<br />
area of finance. In these countries, the changeover<br />
to “cargosoft” as the standard transport workflow<br />
processing programme will be completed in<br />
summer 2009.<br />
Risk management<br />
Maintaining liquidity and stability remains<br />
amongst the prime objectives of our business<br />
policy. consequently, we have avoided high-risk<br />
and expensive acquisitions. At present, the <strong>Röhlig</strong><br />
consolidated companies do not see themselves<br />
exposed to any risks that could constitute a threat<br />
to their continued existence. In principle, a distinction<br />
is made between risks that can constrain<br />
a company’s development and those that may<br />
threaten its continued existence.<br />
Thanks to active working capital management,<br />
receivables could be reduced despite an increase<br />
in sales by around 15 per cent. In comparison to<br />
the previous year the equity of the consolidated<br />
companies was increased from Euro 21.5 million<br />
to Euro 24.6 million, further improving the riskbearing<br />
ability of the entire Group.<br />
The significant efforts directed towards expansion<br />
have made their impact felt in both the reporting<br />
and current year. For example, Denmark<br />
and Thailand have both been established and will<br />
be fully consolidated next year. Moreover, inten-<br />
sified sales efforts across the entire Group helped<br />
to counteract the trend triggered by the global<br />
financial crisis.<br />
We would classify the following individual risks as<br />
having the potential to constrain development:<br />
Exchange rate risks<br />
Since a substantial proportion of incoming and<br />
outgoing invoicing takes place in foreign currencies,<br />
the operative business of <strong>Röhlig</strong>’s consolidated<br />
companies involves exposure to interest rate<br />
and currency fluctuations. For this reason, company<br />
policy aims to exclude or limit these risks by<br />
hedging and preventing any speculative engagements.<br />
In addition, country-specific strategies are<br />
implemented to eliminate or guard against any<br />
loss of receivables.<br />
All interest and currency cover transactions are<br />
coordinated and implemented by a central Group<br />
Treasury. Forward exchange transactions and options<br />
are used to cover currency risk. For longterm<br />
liabilities, measures are taken to safeguard<br />
against rising market interest rates. Interest cover<br />
arrangements have not been concluded for shortterm<br />
funding since interest expenditure does not,<br />
at the moment, pose a significant earnings risk.<br />
Del credere risk<br />
In Germany, Belgium, the United kingdom, Australia<br />
and the Netherlands, the del credere risk is<br />
already covered by a payment default policy with<br />
a reputable underwriter and can be largely discounted.<br />
In South Africa, the receivables from the<br />
business year 2009 will similarly be covered by<br />
a payment default policy. Hence, large sectors of<br />
the entire consolidated business are already covered.<br />
Internal measures have been instigated to<br />
limit the risk of loss of receivables in all conso-<br />
lidated companies. These measures include strict<br />
rules on credit allocation such as regular credit<br />
19
MANAGEMENT REPORT | STRUcTURAL cHANGES AND RISk MANAGEMENT<br />
20<br />
status checks, credit limits for each customer, and<br />
a tightly-organised collection process. In addition,<br />
customers holding accounts with a number of<br />
consolidated companies are centrally monitored.<br />
Freight and cargo damage/financial loss<br />
In principle, any business in the international<br />
transport and logistics sector has to factor in possible<br />
freight or cargo damage and the resulting<br />
financial exposure. Moreover, the risk of damage<br />
increases with the provision of complex, individual<br />
solutions for our customers. These risks are<br />
not only covered by the appropriate insurance<br />
but also by organisational measures, such as “The<br />
<strong>Röhlig</strong> Way”, <strong>Röhlig</strong>’s global quality management<br />
system.<br />
Inherent business risks<br />
The international orientation of <strong>Röhlig</strong>’s conso-<br />
lidated companies has led to the introduction of<br />
global systems to control the inherent business<br />
risk. These systems include quality management,<br />
which is a primary focus, and other customised<br />
measures including, for example, the centralised<br />
Treasury System, training staff in various areas,<br />
and the planned comprehensive introduction of<br />
SAP FI/cO. In 2009 and beyond, we will be continuing<br />
to work on a holistic risk management system.<br />
An internal audit function has already been<br />
created as a direct measure. The executive management<br />
has also decided to further expanding<br />
the existing financial controlling system.<br />
Structural changes<br />
In 2008, we continued to implement our strategic<br />
objective of expanding the <strong>Röhlig</strong> network<br />
by opening at least one new branch office abroad<br />
every year. In August, <strong>Röhlig</strong> Denmark<br />
ApS started operations in Holte. Next year, the<br />
country office will be consolidated for the first<br />
time. In Japan, together with Gebrüder Weiss,<br />
another joint venture company has been founded<br />
in which <strong>Röhlig</strong> holds a 50 per cent share. In<br />
India, <strong>Röhlig</strong> has taken a 50 per cent share in the<br />
owner-managed TRIcON Shipping Private Ltd.<br />
and, will be transferring half of this share to our<br />
strategic partner Gebrüder Weiss.<br />
In the first six months of 2008, <strong>Röhlig</strong> extended<br />
the contract on the NORD Holding silent partnership<br />
to 31.12.2011 and simultaneously increased<br />
this by Euro 2.7 million to Euro 5.0 million.<br />
This step also further strengthened the equity<br />
base. In connection with other financial measures,<br />
systematic receivables management led to<br />
an optimisation of balance sheet relations and a<br />
clear reduction in short-term bank borrowings.<br />
In Germany, our sea freight and air freight companies<br />
have been merged into one operation. In<br />
the USA, two existing intermediate holding companies<br />
have been merged into a single holding<br />
company. In the Netherlands, for simplification,<br />
the existing intermediate holding company has<br />
merged with the operating company.<br />
The Group’s growth also required a change in<br />
procedure to successfully manage the entire<br />
organisation of consolidated companies. consequently,<br />
the main area of global responsibility<br />
for relations to the sea freight carriers was created<br />
in the reporting year. This coordinates the<br />
core carriers globally and optimises the Group’s<br />
purchase of services from them. The move provides<br />
a major benefit for our customers and also<br />
strengthens our own long-term efficiency. consequently,<br />
a management position “Global carrier<br />
Relationship” was created in the reporting<br />
year.
Irrespective of the effects of the current economic<br />
crisis, we will pursue unwaveringly our own strategy.<br />
We want the company to continue its financial<br />
independence and, by acquiring market share, to<br />
achieve our growth targets.<br />
Over the years, we have developed a range of<br />
programmes to realise these objectives. The measures<br />
we have implemented include unifying our<br />
global IT systems, using SAP to enhance efficiency,<br />
improving control over interest and currency risk<br />
through our Treasury office, and offering targeted<br />
advanced training for our employees and future<br />
managers.<br />
Each of these programmes serves to secure the<br />
company’s future. Not one of them – even if it involves<br />
high investment costs – has been sacrificed<br />
for the sake of short-term profit. This approach<br />
reflects our guiding principle: the main objective<br />
of all managing directors throughout the <strong>Röhlig</strong><br />
group is not merely to maximise profits, but to optimise<br />
them for long-term stability.<br />
We are also standing by our objective of expanding<br />
the <strong>Röhlig</strong> network by at least one new country<br />
office every year. Moreover, we want to take<br />
our new companies, which are still relatively small,<br />
beyond the critical benchmark of Euro 2 million<br />
gross profit as soon as possible and carry them<br />
forwards into the net income zone. In this process,<br />
though, we can never totally exclude setbacks.<br />
However, thanks to our unified IT systems and a<br />
transparent core business that all our managers<br />
across the globe handle equally well, we can react<br />
quickly and effectively to any potential diversions<br />
from our targets.<br />
In addition to improving our business processes,<br />
we are directing our attention to the general market<br />
conditions. We strive to recognise new trends<br />
as early as possible and control them for the benefit<br />
of the company. In this context, three regional<br />
groups in Sydney, Singapore and Paris met at strategy<br />
workshops in September 2008. Each group<br />
comprised 35 managers and employees from all<br />
the country offices, representing all ages and all<br />
levels throughout our company. They worked together,<br />
with great enthusiasm and commitment,<br />
with two external consultants, to develop the key<br />
points in our strategy for the period until 2018. This<br />
strategy was ratified by the executive management<br />
in San Francisco in April 2009.<br />
We are looking forwards to the remainder of 2009<br />
with confidence: We will be focusing on securing<br />
stability and liquidity. <strong>Röhlig</strong> has solid financing, a<br />
lean organisation and a good market position.<br />
Bremen, 28 April 2009<br />
OUTLOOk<br />
Securing the Future – Implementing<br />
our strategy for the period to 2018<br />
Thomas W. Herwig<br />
chairman of the Executive Board<br />
Executive Directors<br />
Ian Hamon<br />
Quentin Lacoste<br />
Dr. Bernd Pokrandt (until 31 December 2008)<br />
Hans-Ludger körner (from 1 February 2009)<br />
The <strong>Röhlig</strong> Management<br />
Board (from left<br />
to right):<br />
Ian Hamon,<br />
Quentin Lacoste,<br />
Hans-Ludger Körner,<br />
Thomas W. Herwig.<br />
21
ANNUAL BALANcE SHEET | ASSETS<br />
Consolidated balance sheet as of 31 December 2008<br />
<strong>Röhlig</strong> & co. Holding GmbH & co. kG, Bremen<br />
ASSETS<br />
22<br />
2008 Euro ’000 prev. year Euro ’000<br />
A. Start-up business expansion expenses 6 18<br />
B. Fixed assets<br />
I. Intangible assets<br />
1. Goodwill 9 12<br />
2. Software 39 79<br />
II. Tangible assets<br />
48 91<br />
1. Land, leasehold rights and buildings 116 26<br />
2. Technical equipment and machinery 0 18<br />
3. Other equipment, fi xtures and fi ttings 3,024 2,683<br />
4. Pre-payment on tangible assets 40 33<br />
III. Financial assets<br />
3,180 2,760<br />
1. Shares in affi liated companies 343 107<br />
2. Shares in associated companies 9,425 8,503<br />
3. Participations 1,619 72<br />
4. Loans to companies in which shareholdings are held 193 717<br />
5. Other loans 38 30<br />
C. Current assets<br />
I. Inventories<br />
11,618 9,429<br />
14,846 12,280<br />
Work in progress 1,351 2,333<br />
II. Receivables and other assets<br />
- with residual term of up to one year<br />
1. Trade receivables 60,556 71,498<br />
2. Receivables from affi liated companies 223 2<br />
3. Receivables from companies in which participations are held 3,055 2,412<br />
4. Other assets 3,189 2,282<br />
67,023 76,194<br />
III. cash and due from banks 2,118 1,670<br />
70,492 80,197<br />
D. Prepayment (other) 930 577<br />
E. Tax deferment 246 410<br />
Total of assets 86,520 93,482
EQUITY AND LIABILITIES<br />
A. Equity<br />
ANNUAL BALANcE SHEET | EQUITy AND LIABILITIES<br />
2008 Euro ’000 prev. year Euro ’000<br />
I. Equity of limited partners 5,000 5,000<br />
II. Retained earnings<br />
- Other retained earnings 6,987 6,987<br />
III. Diff erence of consolidated balance sheet equity and cost of investment -1,624 -1,564<br />
Iv. Exchange equalisation -5,031 -2,506<br />
v. consolidated net earnings 6,867 4,313<br />
vI. Other shareholders’ equity 4,168 3,461<br />
16,367 15,691<br />
B. Silent partnerships 5,000 2,300<br />
C. Provisions and accruals<br />
1. Provisions for pensions and similar obligations 1,055 1,005<br />
2. Tax accruals 1,533 1,654<br />
3. Other provisions and accruals 11,002 13,126<br />
D. Liabilities<br />
13,590 15,785<br />
1. Liabilities due to banks 8,270 11,275<br />
2. Payments received on account 16 262<br />
3. Trade payables 32,074 39,365<br />
4. Payables to affi liated companies 200 112<br />
5. Payables due to companies in which a participation is held 1,931 1,092<br />
6. Payables due to shareholders 2,411 2,522<br />
7. Payables due to third-party associates 781 1,001<br />
8. Other liabilities 5,651 4,010<br />
– thereof taxes: 1.096 EURO ’000 (Prev. year: 651 EURO ’000)<br />
– thereof social security: 922 EURO ’000 (Prev. year: 1.199 EURO ’000)<br />
51,334 59,639<br />
E. Deferred income 229 67<br />
Total of equity and liabilities 86,520 93,482<br />
23
ANNUAL BALANcE SHEET | cONSOLIDATED INcOME STATEMENT<br />
Consolidated income statement for the period from 1 January to 31 December 2008<br />
<strong>Röhlig</strong> & co. Holding GmbH & co. kG, Bremen<br />
24<br />
1. Sales<br />
2008 Euro ’000 prev. year Euro ’000<br />
a) Sales incl. customs duties and import turnover taxes 602,263 594,258<br />
b) of which excise and import turnover taxes -198,377 -208,811<br />
403,886 385,447<br />
2. Reduction/increase of work in progress -814 972<br />
3. cost of purchased services 325,222 312,567<br />
4. Gross profi t 77,850 73,852<br />
5. Other operating income 2,773 3,195<br />
6. Personnel expenses:<br />
a) Wages and salaries 40,821 37,216<br />
b) Social security and pensions 7,380 6,118<br />
– thereof pensions: 909 EURO ’000 (Prev. year: 835 EURO ’000)<br />
7. Depreciation and amortisation costs on intangible fi xed assets and tangible assets as<br />
48,201 43,334<br />
well as incurred expenditure on start-up and business expansion 866 850<br />
8. Other operating expenses 23,982 20,894<br />
7,574 11,969<br />
9. Shareholdings in associated companies 2,697 2,570<br />
10. Income from participations 74 55<br />
11. Income from loans of fi nancial assets 52 62<br />
12. Other interest and similar income 102 224<br />
13. Depreciation on fi nancial assets 0 8<br />
14. Interest and similar expenditure 972 758<br />
– due to affi liated companies: 0 EURO ’000 (Prev. year: 5 EURO ’000)<br />
1,953 2,145<br />
15. Net income from ordinary operations 9,527 14,114<br />
16. Taxes on income 3,038 2,634<br />
17. Other taxes 64 88<br />
3,102 2,722<br />
18. Partial profi t transfer 418 288<br />
19. Consolidated net income 6,007 11,104<br />
20. Profi t carried over from previous year 4,313 4,751<br />
21. Profi t due to other partnership interests 1,409 1,872<br />
22. Transfers to other retained earnings 0 6,000<br />
23. Distribution of profi ts to partnership accounts 2,044 3,670<br />
24. Consolidated net earnings 6,867 4,313
Cash fl ow statement for the period from 1 January to 31 December 2008<br />
<strong>Röhlig</strong> & co. Holding GmbH & co. kG, Bremen<br />
1. consolidated net income<br />
ANNUAL BALANcE SHEET | cASH FLOW<br />
2008 Euro ’000 prev. year Euro ’000<br />
(including proportional earnings from minority shareholders) 6,007 11,104<br />
2. Depreciation on assets 867 858<br />
3. Adjustment of proportional assessed value of associated companies<br />
um die anteiligen Ergebnisse -2,697 -2,570<br />
4. changes in pension provisions 55 -13<br />
5. changes in other reserves -1,502 2,539<br />
6. Miscellaneous non-cash item transactions 20 -34<br />
7. Loss from disposal of fi xed assets and the sale of consolidated com-panies -12 38<br />
8. changes in inventories, trade accounts receivable and other assets,<br />
not classifi ed as investment or fi nancing activities 6,679 -8,224<br />
9. changes in trade accounts payable and other liabilities not classifi ed as<br />
investment or fi nancing activities -2,517 640<br />
10. Cash fl ow from operating activities 6,924 4,338<br />
11. Receipts from retirement of fi xed assets 150 113<br />
12. Payments for fi xed asset investment -1,558 -1,532<br />
13. Payments for intangible fi xed asset investment -22 -34<br />
14. Receipts from associated companies’ dividends 391 237<br />
15. Receipts from retirement of non-trading assets 456 0<br />
16. Payments for investment in non-trading assets -1,818 -161<br />
17. Payments for consolidated companies and acquisition of<br />
minority shareholdings -126 -5,247<br />
18. Cash fl ow from fi nancing activities -2,527 -6,624<br />
19. Payments to shareholders and third party accounts -2,375 -2,234<br />
20. Payments to minority shareholders -854 -1,442<br />
21. changes in fi nancial liabilities -2,888 5,317<br />
22. Receipts from silent partnerships 2,700 0<br />
23. Cash fl ow from fi nancing activities -3,417 1,641<br />
24. Change in capital funds 980 -645<br />
25. change in capital fund cash items 980 -645<br />
26. Exchange-related capital funds changes -532 -67<br />
27. consolidation-related capital funds changes 0 399<br />
28. capital funds at the start of the period 1,670 1,983<br />
29. Capital funds at the end of the period 2,118 1,670<br />
25
AUDITOR’S cERTIFIcATE<br />
26<br />
The auditors have issued the following report on<br />
the completed consolidated accounts and the<br />
consolidated companies’ situation:<br />
“We have audited the consolidated financial<br />
statements – comprising the consolidated balance<br />
sheet, the consolidated income statement, the<br />
notes to the consolidated financial statements,<br />
the statement of changes in group equity and<br />
the cashflow statement – and the group management<br />
report of <strong>Röhlig</strong> & co. Holding GmbH & co.<br />
kG, Bremen, for the business year from January<br />
1 to December 31, 2008. The preparation of the<br />
consolidated financial statements and group<br />
management report in accordance with German<br />
commercial Law are the responsibility of the parent<br />
company’s executive board. Our responsibility<br />
is to express an opinion on the consolidated<br />
financial statements and the group management<br />
report based on our audit.<br />
We conducted our audit of the consolidated<br />
financial statements in accordance with sec. 317<br />
German commercial code and German generally<br />
accepted standards for the audit of financial<br />
statements promulgated by the Institut der<br />
Wirtschaftsprüfer (German Institute of Public<br />
Auditors, IDW). Those standards require that we<br />
plan and perform the audit such that misstatements<br />
materially affecting the presentation of the<br />
net assets, financial position and results of operations<br />
in the consolidated financial statements<br />
in accordance with German principles of proper<br />
accounting and in the group management report<br />
are detected with reasonable assurance. knowledge<br />
of the business activities and the economic<br />
and legal environment of the Group and expectations<br />
as to possible misstatements are taken into<br />
account in the determination of audit procedures.<br />
The effectiveness of the accounting-related internal<br />
control system and the evidence supporting<br />
the disclosures in the consolidated financial statements<br />
and the group management report are examined<br />
primarily on a test basis within the framework<br />
of the audit. The audit includes assessing<br />
the annual financial statements of those entities<br />
included in consolidation, the scope of the consolidated<br />
companies, the accounting and consolidation<br />
principles used and significant estimates<br />
made by the executive board, as well as evaluating<br />
the overall presentation of the consolidated<br />
financial statements and the group management<br />
report. We believe that our audit provides a reasonable<br />
basis for our opinion.<br />
Our audit has not led to any reservations.<br />
In our opinion, based on the findings of our audit,<br />
the consolidated financial statements comply<br />
with the legal requirements and give a true<br />
and fair view of the net assets, financial position<br />
and results of operations of <strong>Röhlig</strong> & co. Holding<br />
GmbH & co. kG, Bremen, in accordance with German<br />
principles of proper accounting. The group<br />
management report is consistent with the consolidated<br />
financial statements and as a whole provides<br />
a suitable view of the Group’s position and<br />
suitably presents the opportunities and risks of<br />
future development.”<br />
Oldenburg, 28 April 2009<br />
Treuhand Oldenburg GmbH<br />
Wirtschaftsprüfungsgesellschaft<br />
Schwecke<br />
Auditor<br />
Schürmann<br />
Auditor
The Advisory Board of the <strong>Röhlig</strong> Group Holding<br />
advises the Holding’s executive management and<br />
supervises their business activities. The Advisory<br />
Board is vested with powers corresponding to those<br />
exercised by the Supervisory Board of a German<br />
limited company.<br />
The Advisory Board has four members, each appointed<br />
for a period of three years. Since early<br />
2008, Thomas Bagusch, who studied Business<br />
Administration and is on the executive management<br />
board at NORD Holding Unternehmens-<br />
beteiligungsgesellschaft mbH in Hanover, is an active<br />
member of the Advisory Board. He succeeded<br />
Lothar Jaeger, who left the Advisory Board after 13<br />
years of dedicated service.<br />
The Advisory Board held three meetings during the<br />
2008 business year – on 9 January, 27 May and 28<br />
October. The Advisory Board consulted with the<br />
Holding’s executive directors on <strong>Röhlig</strong> Group’s<br />
financial condition and the impact of the overall<br />
economic situation on the <strong>Röhlig</strong> Group. It gave<br />
recommendations and took the decisions incumbent<br />
upon it – in particular, the important strategic<br />
measures – to ensure that the <strong>Röhlig</strong> Group is wellpositioned<br />
for the long-term.<br />
Towards the end of 2008, the general economic<br />
conditions deteriorated significantly. Nonetheless,<br />
the <strong>Röhlig</strong> Group was able to conclude the 2008<br />
business year with one of the best results in the<br />
company’s history. In the process it created additional<br />
employment positions. The company’s strong<br />
finances provided the basis for this achievement.<br />
As planned, the <strong>Röhlig</strong> Group’s global network<br />
has further expanded. New companies have been<br />
launched in Denmark and, together with Gebrüder<br />
Weiss, in Japan.<br />
The accounts for the 2008 financial year were audited<br />
by the Treuhand Oldenburg GmbH Accountancy<br />
company and certified without qualification,<br />
confirming that the management report aptly reflects<br />
the <strong>Röhlig</strong> Group’s economic and financial<br />
position. The Advisory Board accepts the result of<br />
this audit.<br />
The substantial commitment of the employees and<br />
executive management have contributed to the<br />
<strong>Röhlig</strong> Group’s successful results. As in previous<br />
years, the Advisory Board duly thanks them for<br />
their efforts.<br />
Bremen, 25 May 2009<br />
REPORT OF THE ADvISORy BOARD<br />
The <strong>Röhlig</strong> Advisory Board (from left to right): Prof. Dr. Peer Witten, Hamburg/Thomas<br />
Bagusch, Hannover/Dr. Hans-Edgar Schütte, Bremen/Dr. Andreas M. Odefey,<br />
Hamburg<br />
Dr. Hans-Edgar Schütte<br />
chairman of the Advisory Board<br />
Published by: <strong>Röhlig</strong> & Co.<br />
Holding GmbH & Co. KG<br />
Concept: PLATO GmbH,<br />
Berlin<br />
Design: deepblue networks<br />
AG, Hamburg<br />
Printing: Meiners Druck,<br />
Bremen<br />
27
28<br />
<strong>Röhlig</strong> & Co. Holding GmbH & Co. KG<br />
Am Weser-Terminal 8, 28217 Bremen<br />
P.O. Box 102180, 28021 Bremen<br />
Germany<br />
Tel: + 49 421 30 31 - 0<br />
Fax: + 49 421 30 31 - 11 85<br />
E-mail: info@rohlig.com<br />
www.rohlig.com<br />
© 2009