Annual Report
22
20
SGL INTERNATIONAL A/S
2
SGLT HOLDING
The figures in this section comprise the
combined financial performance of SGL
International A/S and TransGroup Global
Inc., including their respective subsidiaries,
constituting the combined group SGLT Holding
II LP (“SGLT Holding”).
The figures for SGLT Holding are included
because they highlight the performance
to which attention should be given when
understanding the current combined
performance and predicting future combined
performance supporting the issued senior
secured bonds through SGL International A/S.
Reporting currency for SGLT Holding is USD.
SGL GROUP
SGLT Holding II LP owns SGL International A/S
(SGL Group), and the ultimate owner is SGLT
Holding I LP. SGL Group includes
SGL International A/S and all its subsidiaries.
On 31 December, 2022 SGL International A/S as
issuer (together with SGL TransGroup US Corp
and their respective subsidiaries) has issued
EUR 250 million senior secured floating rate
bonds within a framework of EUR 315 million of
which EUR 58 million is repurchased. A further
total of EUR 300 million senior secured fixed
rate bonds is issued within a framework of EUR
350 million. Hence, on a gross level, a total of
EUR 550 million is issued within a framework of
EUR 665 million. Excluding bonds repurchased
by SGL International A/S, a total of EUR 492
million is issued. Further, SGL International
A/S has issued EUR 41 million of subordinated
unsecured PIK fixed interest bonds.
Reporting currency for SGL Group is DKK.
HOW TO READ THIS REPORT
SIMPLIFIED STRUCTURE
SGLT HOLDING
SGL GROUP
AEA AND FINANCIAL
CO-INVESTORS
MANAGEMENT
SGLT HOLDING I LP
“SGLT HOLDING”
SGLT HOLDING II LP
SGL TRANSGROUP
US CORP
TRANSGROUP
GLOBAL INC.
OPERATING
COMPANIES
SCAN (JERSEY)
TOPCO LIMITED
”SGL GROUP”
SGL
INTERNATIONAL
A/S
I/C LOAN
OPERATING
COMPANIES
ISSUED SENIOR
SECURED BONDS
LISTED ON NASDAQ
STOCKHOLM AND
BÖRSE FRANKFURT
3
SGLT HOLDING
Highlights 5
Financial performance 6
SGL GROUP
Letter from CEO and CFO 10
Who are we 12
Business model 16
Vision and strategy 18
Vision 2027: ‘1-3-5’ 18
Mergers and acquisitions 22
Volatility remains a constant 26
Outlook 2023 28
Financial highlights 29
Financial performance 30
Air & Ocean 34
Road 40
Solution 42
Sustainability strategy and approach 44
Sustainability highlights 45
Climate change and footprint 46
Supporting Aid & Relief 48
Our greatest source of value 49
Integrity across our value chain 51
Corporate governance and ownership 52
Risk management 56
Consolidated financial statement 58
Income statement 59
Statement of other comprehensive income 59
Balance sheet 60
Statement of cash flow 61
Statement of changes in equity 62
Notes 63
Parent company financial statetement 107
Mangement statement 121
Independent auditor’s report 122
SGL International A/S
Address Kirstinehøj 7
DK 2770 Kastrup
Denmark
CVR no. 37 52 10 43
Telephone +45 31 48 00 00
Email ir@scangl.com
Website scangl.com
CONTENTS
4
SGLT HOLDING
SGLT HOLDING
4
SIMPLIFIED STRUCTURE
SGLT HOLDING
AEA AND FINANCIAL
CO-INVESTORS
MANAGEMENT
SGLT HOLDING I LP
“SGLT HOLDING”
SGLT HOLDING II LP
SGL TRANSGROUP
US CORP
TRANSGROUP
GLOBAL INC.
OPERATING
COMPANIES
SCAN (JERSEY)
TOPCO LIMITED
”SGL GROUP”
SGL
INTERNATIONAL
A/S
I/C LOAN
OPERATING
COMPANIES
ISSUED SENIOR
SECURED BONDS
LISTED ON NASDAQ
STOCKHOLM AND
BÖRSE FRANKFURT
5
HIGHLIGHTS 2022 – SGLT HOLDING
PERFORMANCE
HIGHLIGHTS
STRATEGIC
HIGHLIGHTS
ADJUSTED EBITDA
SGLT Holding achieved an adjusted EBITDA of
USD 200m, an increase of 79% compared to 2021.
Proforma adjusted EBITDA (including full-year effect of
acquisitions) amounted to USD 212m (2021: USD 129m).
GROWTH
Growth in gross profit amounted 49% in 2022 of
which the organic growth comprised 37% and growth
from M&A was 12%. EBITDA before special items
growth amounted to 72% of which organic growth
contributed with 53% and M&A 19%.
ACQUISITIONS
As part of the 1-3-5 Strategy, SGLT Holding continued
the acquisition strategy and further strengthened
the global presence through acquisitions within
China, Germany, The Netherlands, Scandinavia and
North America, all in line with the strategy of growth
and becoming a truly global organisation. Further,
SGLT Holding has exspanded the global footprint by
entering Hungary this year.
NEW MAJORITY
SHAREHOLDER
CVC Capital Partners Fund VIII has agreed to acquire
the majority shareholding of SGL International A/S and
its affiliates. The acquisition will be finalised by a newly
established BidCo. We believe CVC is a perfect cultural
fit for SGL and supports our ambitious growth strategy.
CONFIRMED ‘B’/’B+’-
RATING FOLLOWING
BOND PLACEMENT
Following the CVC partnership announcement, the new
holding company, Skill BidCo, successfully placed EUR 750
million senior secured bonds through an oversubscribed
book-build process. In connection with the new bond
placement S&P has assigned a preliminary ‘B’ long-term
issuer credit and new bond rating and Fitch has assigned
a preliminary ‘B’ rating of the issuer and ‘B+’ rating of the
new senior secured bonds in line with the current issuer
rating and senior secured bond rating; outlook stable.
Implementation of the new structure awaits regulatory
approval of the transaction.
5
50
43
USDm
112 200
2022202120202019
4.0
4.2
4.9
5.7
Adj. EBITDA margin (%)
LEVERAGE RATIO*
Driven by a strong performance in EBITDA before
special items as well as the positive development in
free cash flow, SGLT Holding achieved a leverage ratio
of 1.3x.
* NIBD/EBITDA before special items
1.3
3.9
4.7
5.4
2022
2021
2020
2019
0
10
20
30
40
50
60
70
80
GROSS PROFIT
76% 74%
24%
26%
EBITDA
0
10
20
30
40
50
60
70
80
GROSS PROFIT
72%
49%
53%
37%
19%
12%
EBITDA
ORGANIC
M&A
SHARE OF GROWTH
OPERATING
CASH FLOW
The operating cash flow
amounted to USD 275m in
2022 compared to negative
USD 144m in 2021. The
development was driven by
a strong operating profit
and improved net working
capital.
275
-144
43
2022202120202019
-6
USDm
SGLT HOLDING
6
FINANCIAL HIGHLIGHTS
– SGLT HOLDING
FINANCIAL HIGHLIGHTS 2022 – SGLT HOLDING
Key figures (in USDm)
2022 2021
Income statement
Revenue 3,506 2,274
Gross profit 495 333
EBITDA before special items 222 129
Operating profit (EBIT) before special items 164 86
Special items, net -22 -12
Operating profit (EBIT) 142 74
Financial items, net -47 -37
Profit/loss for the period 68 22
Income statement (Business performance)
Adjusted EBITDA* 200 112
Cash flows
Cash flows from operating activities 275 -144
Investments in intangible assets -7 -7
Investments in property, plant and equipment -8 -7
Investment in group companies -52 -70
Cash flows from investing activities -70 -84
Free cash flow 205 -228
Cash flows from financing activities 53 249
Cash flow for the period 258 21
Key figures (in USDm)
2022 2021
Financial position
Total equity 245 169
Net working capital 96 257
Equity attributable to parent company 241 162
Net interest-bearing debt (NIBD) 278 500
Net interest-bearing debt (NIBD) excluding IFRS 16 and PIK note** 179 411
Total Assets 1,307 1,127
Financial ratios in %
Gross margin 14.1 14.6
EBITDA margin before special items 6.3 5.7
Adjusted EBITDA margin 5.7 4.9
EBIT margin before special items 4.7 3.8
Equity ratio 18.7 15.0
Net leverage ratio 1.3 3.9
Other
Number of full-time employees
at the end of the period 3,370 2,322
*Adjusted EBITDA (Business performance) excluding the impact of IFRS 16 leases
**PIK note: Payment-in-kind
6
SGLT HOLDING
7
FINANCIAL HIGHLIGHTS 2022 – SGLT HOLDING
FINANCIAL PERFORMANCE
– SGLT HOLDING
RESULTS FOR THE YEAR
The financial year 2022 includes the
operating results of newly acquired
businesses Sea Air Logistics, Trust
Forwarding, Gelders Forwarding and D&W
which were acquired in 2022. In 2022,
revenue amounted to USD 3,506 million,
generating EBITDA before special items of
USD 222 million. Adjusted EBITDA before
special items excluding the IFRS 16 lease
adjustment amounted to USD 200 million
(2021: USD 112 million), this is equivalent
to a 79% increase compared to 2021. The
proforma EBITDA including acquisitions
made in 2022 amounts to USD 212 million.
REVENUE
Revenue amounted to USD 3,506
million in 2022 (2021: USD 2,274 million),
an increase of 54% compared to 2021
including a negative impact from FX
translation of approx. USD 227 million.
Several factors drove the increased
revenue. A mix of increase in activity
levels, both through additional activity
and a larger share of wallet with new
and existing customers. To some extent
also impacted by volatility in the market
creating higher carrier rates than in the
same period last year. An increase in
activities for acquisitions successfully
integrated also contributed. The increase
in activity levels was experienced across
all regions, especially Air & Ocean and Aid
& Relief activities in Denmark and Air &
Ocean activities in Asia, Pacific and North
America. The organic revenue growth was
driven by strong performance across all
regions, especially within the Air & Ocean
segment.
GROSS PROFIT
Gross profit amounted to USD 495 million
in 2022 (2021: USD 333 million), an increase
of 49%, also negatively impacted by an
FX translation of approx. USD 36 million.
The acquired companies Sea Air Logistics,
Gelders Forwarding, Trust Forwarding
and D&W contributed with approx. USD
15 million. SGLT Holding showed strong
performance in EMEA, Asia, Pacific and the
Americas.
The increase in gross profit is driven by
strong organic growth through a mix of
higher activity levels, expanding business
with existing customers and onboarding
new customers; this combined with
increased activities through acquired
businesses, has led to a significant increase
in activity levels which all have been
converted to a substantial increase in gross
profit. However, due to elevated carrier
rates, we have seen a slight decrease in
gross profit margin to 14.1%, equivalent
to a decrease of 0.5% point compared to
2021.
SG&A COSTS
SG&A costs amounted to USD 273 million
in 2022 (2021: USD 204 million), positively
impacted by FX translation of approx. USD
21 million, resulting in an increase of 34%
compared to 2021. SG&A costs increased as
expected mainly from greenfield activities
and acquisitions made in 2021 and 2022.
New talents have been hired to prepare
the organisation for the future thus we see
an increased salary level; however, as the
cost discipline and realisation of operating
leverage benefits have continued, the
conversion ratio based on EBITDA before
special items increased from 39% in 2021
to 45% in 2022. SG&A costs comprise 8%
of revenue in 2022, which is 1% points
lower than 2021.
ADJUSTED EBITDA
Adjusted EBITDA amounted to USD 200
million (2021: USD 112 million), which is
equal to an increase of 79%. The adjusted
EBITDA margin before special items
excluding the IFRS 16 lease adjustment
is 5.7%, compared to 4.9% in 2021. The
increase in adjusted EBITDA was mainly
due to strong activity levels within the
Air & Ocean segment combined with
the ability to keep the SG&A costs under
control. The improved performance
is driven both by organic growth and
acquisitions.
REVENUE ADJUSTED EBITDA*
USD 3,506m USD 200m
*Adjusted EBITDA (Business performance) excluding the impact of IFRS 16 leases
SGLT HOLDING
8
DEPRECIATION AND AMORTISATION
Depreciation and amortisation amounted
to USD 58 million in 2022 compared to
USD 43 million in 2021. The main driver
for the increase was amortisation from
acquisitions and increased amortisation on
IT costs. Investments in IT were increased
to secure the infrastructure necessary for
continued long-term growth.
SPECIAL ITEMS
Special Items amounted to a net cost of
USD 22 million (2021: USD 12 million) for
2022 driven by greenfield activities and
M&A related costs.
CASH FLOWS
Cash flows from operating activities
amounted to a positive USD 275 million
in 2022 compared to a negative USD 144
million in 2021. The positive cash flow was
due to the high activity and positive net
working capital development.
CAPEX amounted to USD 15 million for
2022 on par with 2021 and comprised
of investments in software and the
development of IT projects to secure the
infrastructure necessary for continued
long-term growth as well as cyber security
and customer integrations. Investments
in tangible assets mainly consist of IT
hardware and the new headquarter.
The cash outflow from acquisitions,
excluding transaction costs, amounted to
USD 55 million including paid earn-out.
Cash flow from financing activities was
positive net of USD 53 million and driven
by proceeds received from a bond issue
of USD 85 million. In 2022, the Group
issued EUR 75 million in bonds within the
framework of EUR 300 million and cash
received net of transaction costs amounted
to USD 85 million. As of 31 December 2022,
total bonds amounted to EUR 538 million,
corresponding to USD 575 million.
CAPITAL STRUCTURE
The equity attributable to the Parent
Company was USD 241 million (2021: USD
162 million). The total equity ratio was
18.7% as of 31 December 2022 compared
to 15.0% in 2021. The strong financial result
was the main driver for the improved ratio.
The equity ratio excluding the impact of
IFRS 16 was 19.4%.
NET INTEREST-BEARING DEBT (NIBD)
Consolidated net interest-bearing debt
amounted to USD 278 million (2021: USD
500 million). Excluding IFRS 16 and PIK-
note; USD 179 million as of 31 December
2022 (2021: USD 411 million). In 2022
subsequent bond debt of EUR 75 million
was issued under the framework of EUR
350 million, which was issued for future
acquisitions, continued long-term growth
and general corporate purposes. The
liquidity reserve increased by USD 259
million, primarily driven by an increase
in net cash position from improved net
working capital. The total liquidity reserve
was USD 419 million end of December
2022 (2021: USD 160 million).
NET WORKING CAPITAL
The total net working capital was USD
96 million as of 31 December 2022 (2021:
USD 257 million). Net working capital
improved by USD 161 million in 2022.
The improvement in net working capital
is primarily related to the lower freight
rates and activities within the Air & Ocean
segment compared to the record-high
freight rates and activities in Q4 2021.
SGLT HOLDING
9
SGL GROUP
9
SIMPLIFIED STRUCTURE
SGL GROUP
AEA AND FINANCIAL
CO-INVESTORS
MANAGEMENT
SGLT HOLDING I LP
“SGLT HOLDING”
SGLT HOLDING II LP
SGL TRANSGROUP
US CORP
TRANSGROUP
GLOBAL INC.
OPERATING
COMPANIES
SCAN (JERSEY)
TOPCO LIMITED
”SGL GROUP”
SGL
INTERNATIONAL
A/S
I/C LOAN
OPERATING
COMPANIES
ISSUED SENIOR
SECURED BONDS
LISTED ON NASDAQ
STOCKHOLM AND
BÖRSE FRANKFURT
SGL GROUP
10
SGL GROUP SGL GROUP
LETTER FROM THE CEO AND CFO
A ROLLERCOASTER YEAR
2022 has been a rollercoaster year for SGL
Group as well as for SGLT Holding. We
entered 2022, spending most of our time
finding capacity and getting the cargo
moving – and ended the year spending
most of our time negotiating prices with
vendors and customers. We have proven
that our entrepreneurial business model
accommodates all aspects of such a
rollercoaster ride. While leveraging the
business model’s strengths and utilising
the dynamics in the market, we have
outperformed our initial expectations for
2022. Again we delivered our strongest
financial results to date, an Adjusted
EBITDA* of USD 200 million in 2022.
BECOMING A TRULY GLOBAL PLAYER
Over the last four years, we have built a
fantastic company, now positioned as a
truly global player, capable of handling all
types of customers.
We have grown from being active in 17*
countries back in 2018 to now operating
in 45* countries. We reported a USD 955*
million revenue in 2018 compared to USD
3,506* million in 2022 and an EBITDA
margin before special items of 3.3%* in
2018 compared to 6.3%* in 2022. The
numbers underline our extreme growth
generated through strong organic
growth and healthy, strategically well-
fitted acquisitions.
STRATEGY 1-3-5
In 2022, we executed on our Vision 2027,
Strategy 1-3-5, proudly outlined in 2021.
A vision, in which we dream, think and
plan bigger than ever. By investing in
our global platform, we have ensured
we can meet future demands, but more
so, because we can see, how we do
things work on a global scale. Our 2022
performance shows that we are on track
with our Vision 2027.
Our future dreams are rooted in our
Strategy 1-3-5. Having identified a clear
pathway for achieving our dreams, we
will insist on having fun and, importantly,
focus relentlessly on creating a
meaningful workplace for all SGL
employees throughtout the journey.
With ambition, we will apply a global
mindset in all we do, dream and think
big, and above all, continue to create
above-standard entrepreneurial solutions
for our customers.
We do not want to be the biggest;
however, we dream of being the world’s
most customer-centric logistics company
in the world – nothing more, nothing less.
NEW MAJORITY SHAREHOLDER
On 6 February 2023, we partnered with
CVC Capital Partners Fund VIII (CVC)
to further accelerate our international
growth as CVC acquired a majority
shareholding in SGL Group and in SGLT
Holding.
This transaction will see both AEA
and management co-invest alongside
CVC to participate in the journey ahead,
serving as a testimony to the positive
conviction about the future prospects of
the business shared between existing and
new owners.
We are excited to welcome CVC
onboard. CVC’s support for our ambitious
growth strategy and plans has convinced
us they are a perfect match for SGL
professionally and culturally. They will
support our future plans via their deep
industry knowledge.
A FUTURE OF OPPORTUNITIES
We are entering 2023, welcoming new
opportunities with high expectations to
succeed. But we must stay true to our
culture when taking on these challenges
and remain humble towards all
stakeholders, both colleagues, customers
and vendors. It is essential because we are
in a very challenging environment with
inflation, climate crises, the European
conflict and historically high interest
rates, impacting the macroeconomic
development.
Embracing our culture of humility,
flexibility, entrepreneurship and agility
and combining it with our size and scale
built over the last four years, we feel
capable of continuing our journey; to
become the most purpose-driven and
meaningful company in the logistics
industry and reaching the best 3rd in
the logistics industry on earnings and
achieving total revenue of USD +5 billion.
10
SGL GROUP
*SGLT Holding level
11
SGL GROUP SGL GROUP
SUSTAINABILITY / ESG
In 2022, the consequences of global
warming continued to show; the heat
waves, rising sea levels, droughts and
other weather extremes will only
become more severe. SGL Group is part
of the transport and logistics industry,
accounting for a signifcant share of
global CO2 emissions contributing to
global warming.
We see it as our shared responsibility
to limit the negative climate impact by
accelerating our ESG (Environment, Social
and Governance) performance. CO2
reductions tackle climate change and
provide our customers with a competitive
edge, fueling a high commitment to
reducing their CO2 emissions.
Sustainability is anchored within our
DNA. We aim to be a leading partner
in assisting companies in reducing CO2
emissions from transportation and are
highly committed to doing so.
11
SGL GROUP
Allan Melgaard
Group CEO,
Executive Management
SGL International A/S
Claes Brønsgaard Pedersen
Group CFO,
Executive Management
SGL International A/S
12
WHO WE ARE
MORE THAN 45 YEARS OF UNCOMPLICATING
THE WORLD OF LOGISTICS
SGL International A/S was established in
2016. The same year, on 2 August, when
SGL Group was sold to a fund sponsored
by a private equity group, AEA Investors
SBF LP, SGL International A/S became the
Danish parent company of Scan Global
Logistic A/S, forming SGL Group. SGL
Group is owned directly by Scan (UK)
Midco Limited, and the ultimate owner
is SGLT Holding I LP. SGL Group includes
SGL International A/S and all its subsidiary
companies.
The core business of SGL Group was
established back in the years 1975 and
1989. SGL Group carries the vast experience
and knowledge of the freight forwarding
business that has enabled SGL Group to
have long-term customer relationships as
well as attract new customers.
SGL Group started by focusing on a
solid Nordic base to serve Nordic and
international customers worldwide
by gradually establishing subsidiary
companies in Asia, and through an
extended worldwide network of agents.
The objective has always been to
become an agile and customer-oriented
organisation primarily within Air & Ocean,
but also the Road and Solution segments.
SGL Group also specialises in Project Sales,
transporting odd-sized goods within
the above modes of transport for large
organisations and industries. The objective
is to target customers with complex
demands and lower price sensitivity.
SGL Group is an asset-light organisation
that uses limited funds on transport
equipment and many sub-suppliers
instead.
2007
Sold to Odin Equity, Mahé
merges with ScanAm.
Founding of Scan Global
Logistics
––––––––––––––––––––––––––––––
Exceeds DKK 1 billion in
yearly revenue.
Present > 13 countries,
incl. Scandinavia, Hong Kong
and the US
2017
Allan Melgaard was appointed
Group CEO of Scan Global
Logistics. Acquisition of Airlog
Group and CrossEurope
2009
Enter into a strategic alliance
partnership with TransGroup
Worldwide Logistics
1975
Mahé Freight
founded
2018
Acquisition of Kestrel Freight in
Australia and Macca Logistics
in Africa
––––––––––––––––––––––––––––––––––
The SGL fulfillment center
network in North America,
Asia, and Europe launched
a plug-and-play fulfillment
solution to target the expanding
e-commerce market
2016
SGL Group and TransGroup
sold to U.S. private equity
firm AEA Investors
––––––––––––––––––––––––––––––
Issued senior secured
callable bonds of DKK 625
million and USD 100 million
until the year 2022
1989
ScanAm
Transport
founded
SGL GROUP
13
WHO WE ARE
AEA Investors SBF LP, the private equity
sponsor, also acquired the US-based
freight forwarding group, TransGroup,
in 2016, which became a sister company
to SGL Group. This was the culmination
of a long-term collaboration between
SGL Group and TransGroup. The two
groups form SGLT Holding. In 2021, the
two businesses became one global brand
under Scan Global Logistics with one
organisation and one global executive
leadership team, consisting of Global CEO,
Allan Melgaard and Global CFO, Claes
Brønsgaard Pedersen.
With the global 1-3-5 strategy launch in
2021, SGL has committed to an ambitious
growth and acquisition strategy, which
led to several new markets in 2021.
Expanding the global footprint and
providing entrepreneurial transport and
logistics solutions to a diverse portfolio of
customers worldwide has continued.
In 2022, the SGL family expanded its
global footprint through acquisition and
greenfield investment across several
continents, thus increasing the market
share in Singapore, Hong Kong, China, the
Netherlands, Scandinavia, Germany and
the United States of America. All the while,
also entering new markets in Hungary,
United Arab Emirates, Sri Lanka and Laos.
2019
Acquisition of IQS Group, BK
Spedition, IC Logistics, and SGL
Spain. SGL Express Courier and SGL
E-Commerce were established as an
independent company
–––––––––––––––––––––––––––––––––––––––
Issued senior secured floating
rate bond loan of EUR 215 million
followed by EUR 8 million within a
total framework of EUR 315 million,
replacing the existing bonds until the
year 2024
2021
Acquisition of Werner Global Logistics (Air & Ocean
activities), Grupo Contenosa, Orbis Global Logistics,
and Horizon International Logistics.
Start-up activities in France, South Africa, Togo,
and Benin.
–––––––––––––––––––––––––––––––––––––––––––––––––––––––
Issued new bonds of EUR 225 million subordinated
unsecured fixed-rate bonds under a framework of
EUR 350 million and EUR 40 million of subordinated
unsecured bonds as well as repurchased EUR 58
million of senior secured floating-rate bonds under
the EUR 315 million framework
2022
Acquisition of Trust Forwarding (SAS cargo in Norway,
Sweden and Denmark), AFL Logistics (Germany and
USA), Gelders Forwarding (the Netherlands), Advection
Logistics (Hungary), Sea Air Logistics (Singapore, China
and Hong Kong).
Start-up activities in United Arab Emirates Dubai,
Abu Dhabi, Sri Lanka and Laos.
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
Issued subsequent bonds of EUR 75 million within the
existing framework of EUR 315 million senior secured
fixed rate bonds.
2020
Acquisition of Pioneer (Australia) and the
Air & Ocean activities from Post Nord AB
(Sweden). Start-up activities in Poland,
the Czech Republic, and Cambodia with a
subsequent asset deal
Introduced a new sustainability strategy
and published our first standalone
sustainability report
–––––––––––––––––––––––––––––––––––––––––––––
A subsequent bond issue of EUR 27 million
within the existing framework of EUR 315
million
SGL GROUP
14
SGL GROUP SGL GROUPSGL GROUP
FROM LOCAL TO GLOBAL,
WITH THE CORE INTACT
THE HUMANS OF LOGISTICS
Kim Brodersen, EVP, Denmark
1414
Based in the US and Denmark, respectively, Angie
Santillan, Chief Administrative Officer, North
America*, and EVP Kim Brodersen have worked
together on numerous customers since 1996, visiting
multiple countries over the years.
The pride, joy and personal fulfillment of being part
of two local companies, TransGroup and Mahé’s
transformations, are palpable as they share their
insights on the exciting journey from a local to a global
freight forwarder with the core still intact.
What binds us together as a company
across regions?
Throughout his career with SGL, Kim has visited
over 55 countries, interacting with many different
cultures, rules, and regulations; still, there’s a common
denominator at the core of the company regardless of
the region, he explains:
‘We share the same approach to always finding a
solution. In spite of challenges, we persist and keep
believing there’s a way, even where others don’t. Solving
our customers’ problems fuels pride pivotal to our
mindset and proactive customer approach.’
Angie expands: ‘It’s in our innate ‘can-do-attitude’ to
be creative and ambitious in our pursuits. We bring a
human approach to our customer and their needs and
accept that, as humans, we will make the occasional
mistake. The crucial part is that we learn from our
mistakes not to repeat them, which embodies who we
are: We see every challenge as an opportunity to do
more, to do better, and to learn. This approach is vital to
our continuing growth journey.’
The freedom to create
‘The freedom to be creative builds strong teams and
instils a feeling of belonging in people – I see it across
the globe’, Angie continues.
Both agree that the top management’s encourage-
ment and empowerment to keep learning, taking
chances and advancing within the company have
contributed to keeping both with the company for so
long. ‘Our voices have mattered.’ Most importantly,
close collegial relations like the one they share have
made it possible to go the extra mile when required.
Today, they pay it forward by mentoring new team
members, and Kim is often asked to share his in-depth
knowledge, expertise, and extensive network when
entering new markets.
How do we onboard new team members and fields
of expertise to an ever-expanding organisation?
In her role, Angie has been part of several acquisitions
in North America. Experience has improved their
*Part of SGLT Holding level
15
SGL GROUP SGL GROUPSGL GROUP
onboarding process to
include three absolute musts:
‘Listening, communicating and
information sharing are key
components in onboarding
new colleagues and ensuring
skills and expertise integrate
well. Through listening and
open dialogue, we learn how
our new colleagues were
successful in their operation
before, compare with ours, and consider their concerns
to extract the best from two worlds,’ she continues
before concluding. ‘It’s a privilege to see how the
teams that have joined us over a series of acquisitions
have integrated very well and have complimented our
ambition and culture.’
Kim singles out acquiring ASL, a German-
based automotive logistics provider, which added
considerable expert skills and capabilities to the
organisation, including their own airport code for
cargo handling of special vehicles. ‘It blew my mind
they had managed that’, he says.
The DNA manifests itself daily
The successful onboarding of new team members
circles back to the customer-driven focus, revealing
another way the DNA of
uncomplicating our customers’
world manifests itself in day-to-
day operations. Kim explains:
‘We have succeeded extra-
ordinarily well in ensuring
customers experience
personal service and interest
in developing their business
together. We are always a
step ahead.’ As Key Customer
Account for industry leaders for many years, he co-
created several effective new solutions that best serve
the customers based on their needs, making their
supply operations easier. ‘Transparency builds trust and
close relations hard to break’.
Angie shares the experience: ‘We have not lost a
single customer on the journey from a local to a global
company. On the contrary, our customers are excited
about our global presence and its opportunities.’
Both are confident that as a global player with
experienced local knowledge SGL will achieve its
extreme growth ambitions of becoming a leading
logistics provider.
‘We have the potential, the mindset, the people, and
the drive to succeed’.
Angie Santillan, Chief Administrative Officer, North America
WE HAVE THE
POTENTIAL,
THE MINDSET,
THE PEOPLE,
AND THE
DRIVE TO
SUCCEED
15
16
BUSINESS MODEL
FOCUS ON GLOBAL END-TO-END LOGISTICS
SOLUTIONS ACROSS ALL TRANSPORT MODES
Freight forwarding is a service industry
specialised in the worldwide movement
of goods on behalf of exporters and im-
porters (i.e., shippers). Freight forwarding
in its purest form is an asset-light business
where forwarders organise transportation
for their customers by purchasing capacity
from capacity providers (ocean carriers, air-
lines, trucking companies, etc.). The actual
physical transportation is performed by the
capacity provider, who also owns the assets
used in the transportation, with the freight
forwarder taking an arbitrary fee/margin
to organise the shipment.
The freight forwarding market is affected
by underlying demands from shippers and
supply-side factors within Air & Ocean,
Rail, and Road transportation, i.e., capacity
availability. SGL Group’s activities focus on
international freight-forwarding services,
primarily within Air & Ocean, Road, and
Rail freight. Additionally, SGL Group offers
complementary and value-added services
such as PO Management, Supply Chain
consultancy, Consolidation services, Cus-
toms House Brokerage and Insurance. SGL
Group revenue is derived from a diverse
portfolio of global blue-chip customers
and a concentration of customers within
the SME segment. SGL Group provides ser-
vices to its customers worldwide through
its extensive network of own regional of-
fices present on all continents. SGL Group
holds world-leading positions in key verti-
cals such as Aid & Relief, Automotive Logis-
tics, Government & Defense, Fashion &
Retail, and food ingredients and additives.
SGL Group’s primary focus is to have a
diversified business approach within com-
plementary verticals and across all custom-
er segments, be it standard high-volume
solutions or tailor-made entrepreneurial
transport solutions to solve complex logis-
tic challenges somewhere in the world.
Agility, flexibility, geographic presence,
sector expertise and customer-centricity
are SGL Group’s key success factors. SGL
Group competes head-to-head with large
global players as well as local hero for-
warders. With the launch of the 1-3-5 strat-
egy, SGL Group is pursuing an ambitious
growth and acquisition strategy allowing
it to expand its global footprint in relevant
markets and verticals to fuel long-term
growth ambitions.
SGL Group is present in 45 countries
across all continents with over 2,600 em-
ployees (SGLT Holding +3,300) in more
than 150 offices in EMEA, the Americas,
China, South-East Asia and the Pacific. SGL
Group serves over 25,000 customers, of
which the average tenure among the ten
largest is approximately twelve years.
SGL GROUP
OUR ORIGIN SERVICES OUR DESTINATION SERVICESFROM SHIPPER TO FINAL DESTINATIONVIA CARRIER PARTNERS
FULL-SERVICE OFFERING ACROSS THE VALUE CHAIN
17
BUSINESS MODEL
17
SGL GROUP
As part of the Shetland
HVDC Connection (high-
voltage direct current)
underwater power link
construction, our heavy-lift
experts transported several
transformers from Sweden
to the Shetland Islands.
The transformers will allow
for the export of renewable
energy generation via a
250 km underwater link
from the islands to the UK
mainland.
18
VISION AND STRATEGY
VISION 2027: ‘1-3-5’
1
speaks to the aspiration of becoming the most purpose-driven
and meaningful company in the logistics industry. For SGL,
culture and business are fundamentally the same, rooted in the
core belief that we grow our business by growing our people.
As such, we wish to create the most meaningful workplace
within logistics, anchoring SGL’s defined DNA and virtues in all corners
of our business.
Uniting SGL´s cultural DNA with our
commercial ambitions, Vision 2027
has come to light as the successor of
Vision 2023. Vision 2027, ‘1-3-5’, sets out
three overarching coordinates for SGL’s
continued journey towards making the
world a little less complicated.
Throughout the coming years, we will
work cohesively as global citizens of SGL
to crystallise Vision 1-3-5 into strategic
must-win battles and operational plans
across functions, markets, verticals and
products.
The most purpose-
driven and meaningful
company within
the logistics industry
SGL GROUP
19
VISION AND STRATEGY
3
speaks to the aspiration to become among the top third
in the logistics industry in earnings. For SGL to realise
its potential, earnings equal financial oxygen to ensure
strong and sustainable business growth in terms of
bottom line.
5
speaks to the aspiration of achieving a total of USD +5
billion in revenue by 2027. The more SGL grows in size
and footprint, the bigger an impact we will have on
the world of logistics. Increasing presence, acquiring
new capabilities and gaining scale will enable SGL to
grow and form a truly global organisation. It will allow us to serve
customers even better and provide an even stronger platform for
our employees to unlock new opportunities and horizons.
USD +5 billion
in revenue
Top 3rd among
global peers in
profitability
SGL GROUP
20
SGL GROUP
VISION AND STRATEGY
OUR EMPLOYEES ARE OUR MOST VALUABLE ASSET
Our Vision 2027 ”1-3-5” is anchored in
bringing a human approach to everyone,
everywhere. We see ourselves as a people
business by which we realise that our
business performance and success centers
around people. More specifically, our
employees are the core and heart of our
strategy.
TACTICS
Our strategy is accomplished through five
strategic tactics:
• Unlock DNA & meaningfulness
• Become global citizens
• Build systems supporting people
• Extreme growth
• Buy & build
UNLOCK DNA & MEANINGFULNESS
We run on the energy of good people, and
no system or formula can compensate for
that. Therefore, we aim to create the most
meaningful workplace within logistics,
anchoring our DNA and virtues in all
corners and processes of the company. For
us, culture and business are one and the
same, and the value of our results depends
on how we earn them. We are not perfect,
but by putting priority and focus into
strengthening our culture, we believe that
we can grow our people, and by growing
our people we grow our business
BE GLOBAL CITIZENS
We exist to make the whole world a little
less complicated, and as our business is
constantly expanding to new markets, it
opens up new opportunities for synergies
and growth. To harvest those synergies
and capture that growth, we need to have
a global mindset in everything we do; a
mindset where we think commercially,
think bigger and think more holistically; a
mindset where we culturally act with sincere
respect and with a deep understanding of
local customs; last but not least a mindset
where there is one SGL.
SYSTEMS SUPPORTING PEOPLE
Systems and IT will not be our differentiators,
but they should never disqualify or slow us
down. With a vision to be the most humane
logistics provider, every system we have
should support precisely that, freeing up
time and energy to be there for each other
and our customers in the best way possible.
A freight forwarder is not a machine,
so we will only build IT that supports
people in being people and doing their
job even better – with a principle of one
system supports one process. And we will
only build IT and systems that support
understanding and uncomplicating our
customer’s world even better.
EXTREME GROWTH
– BY UNCOMPLICATING
OUR CUSTOMERS’ WORLD
We are forward-thinkers who go above
and beyond to bring anything anywhere.
As proud problem-solvers, we live to
remove complexity for our customers. To
deliver on our vision, we need to be bold in
constantly identifying new opportunities
for growth – and be entrepreneurial in
finding the right solutions.
Further, we need to establish a
clear value proposition and brand to
differentiate ourselves, and, we need to
move even closer to our customers by
increasing our presence and unlocking
cross-selling opportunities.
BUY AND BUILD
The bigger our business becomes, the
more significant an impact we can have on
the world to uncomplicate logistics.
Increasing our presence, acquiring
new skills and gaining a better scale will
enable us to grow and form a truly global
organisation capable of serving our
customers even better and providing an
even stronger platform for our employees
to unlock new opportunities and horizons.
However, acquiring for the sake of
acquiring is not attractive as we will work
even more intensively and structurally
with identifying and developing a strong
cultural fit, assessing all businesses and
people we welcome carefully to ensure
that we share visions and virtues.
VIRTUES
Four virtues support the five tactics for
delivering our strategy as a firm behavioural
foundation for the strategy; respect,
integrity, entrepreneurship and fun.
21
SGL GROUP
RESPECT
INTEGRITY
FUN
ENTREPRENEURSHIP
5
3
1
THE MOST PURPOSE-DRIVEN
&
MEANINGFUL COMPANY
WITHIN THE LOGISTICS
INDUSTRY
AMONG THE BEST 3RD
IN LOGISTICS INDUSTRY
ON
EARNINGS
USD +5 BILLION
IN REVENUE
VISION AND STRATEGY
22
VISION AND STRATEGY
MERGERS AND
ACQUISITIONS
SGL is undertaking a transformational
journey transitioning from a mid-size
regional freight forwarding company into
a global fully fletched provider.
EXTREME ORGANIC GROWTH
SGL targets a year-on-year double-digit
organic growth across all regions, transport
modes and verticals. A healthy organic
growth enabled through the strategic
lever ‘Extreme Growth’ is fundamental for
SGL to achieve the targeted scale that will
propel financial performance upwards
in the future years. As SGL continues to
expand into new markets and verticals,
the associated growth must be delivered
with the diversification of business the in
mind, with this, in turn providing a unique
business with all-weather resilience. SGL
wishes to have a healthy balance between
Air & Ocean Freight, but also in terms
of trade-lane diversification. Significant
organisational investments have been
made in sales supporting functions such as
Tender Management, Procurement, Supply
Chain Development and similar. These
initiatives form a good basis for achieving
extreme growth within all segments.
M&A AND GREENFIELD
On top of strong organic growth, SGL will
pursue a targeted M&A and Greenfield
strategy ensuring all key countries and
markets required to service global
customers are covered in terms of SGL
presence. So far, SGL has predominantly
pursued M&A to accelerate geographical
expansion. While this will be the case in
some significant markets still, then more
so the M&A approach will be targeted to
achieve scale and volumes in key markets,
especially in the larger economies. The
industry remains fragmented, and SGL still
sees significant room for consolidation,
with SGL increasingly positioned as a
company that is the acquirier of choice.
M&A will also be used to build instant
capabilities across the organisation within
high-touch verticals such as Pharma,
Automotive, Aid & Relief and Government
& Defence. From a size perspective, there
is expected to be larger M&As, but fewer
Acquired: Region:
January 2021 North America
Rationale: Acquired Air and Ocean activities from
Werner Enterprises to grow our network and
presence in Mexico, China and North America.
Acquired Region:
February 2020 North America
Rationale: With the acquisition SGL increases our
presence in North America.
Aerostar
Acquired Region:
May 2022 North America
Rationale: The acquisition of 100% shares
in D&W, inc.. With the acquisition, SGL
increases our presence on the North
American market and grows the national
network.
Acquired Region:
May 2022 North America
Rationale: The acquisition of assets in
B.C. Dispatch. With the acquisition, SGL
increases our presence on the North
American marked and grows the national
network.
Acquired Region:
March 2021 North America
Rationale: Acquisition of 80% of the shares in
Expedited Solutions, LLC. With the Chicago
acquisition, SGL increases our presence on the
North American market and grows the national
network.
Acquired Region:
April 2021 North America
Rationale: Acquisition of the activities in Precision
Worldwide Logistics, Inc. Strengthen selected
areas within apparel distribution, medical devices,
high-tech, and manufacturing logistics.
SGL GROUP
M&As going forward considering SGL is
entering into the last cycle of geographical
expansion. M&A investments will
increasingly be targetted in countries with
robust underlying growth.
23
Acquired Region:
September 2021 England
Rationale: Gain access to profitable
niche markets and increase our
presence in current SGL offerings.
Acquired: Region:
September 2021 New Zealand
Rationale: Strengthen our position, providing
a solid platform in New Zealand and
strategically complementing our strong
growth in the Pacific Region.
Acquired: Region:
January 2020 Cambodia
Rationale: Strengthen our present in
Asia and providing a solid platform
to group our network.
SGL Cambodia
Acquired: Region:
April 2021 Spain
Rationale: Become a signifi c ant
player in the Spanish third-party
logistics market, enabling us to
grow our network and presence in
Spain and Mexico. Gain access to
new niche markets and increase our
presence in current offerings.
Acquired: Region:
January 2020 Australia
Rationale: Strengthen our services to Australian and
Pacific customers and adding expertise, technology,
network, and e-commerce platform.
SGLT HOLDING
SGL GROUP
GLOBAL FOOTPRINT
Headquarters in Copenhagen, Denmark
Revenue 2022: DKK 17,832 million
(SGLT Holding USD 3,506 million)
Employees: +2,600
(SGLT Holding +3,300)
+150 offices in EMEA, North America, South
Americas, South East Asia and Asia Pacific for
SGLT Holding
SGLT HOLDING
STRATEGIC PARTNERS
GLOBAL M&AS
FOOTPRINTS AND THREE
YEARS OF ACQUISITIONS
Acquired: Region:
July 2022 Hungary
Rationale: Strengthen our present
in Eastern Europe and providing
a solid platform to grow our
network.
Acquired: Region:
June 2022 China, Singapore
& Hong Kong
Rationale: SAL closed the loop
on the Horizon acquisition and
enhanced those historical synergies,
previously being their partner in
Asia. Access to Global Hi-Tech clients
where SGL can further penetrate
leaning on wider SGL network.
Strengthened Regional product
offering through SAL Hong Kong
Logistics Park & contract logistics.
expertise.
Acquired: Region: Germany & US
July 2022
Rationale: Acquisition of activity in
US and shares in Germany strengthen
and gain access to niche markets.
Acquired: Region:
July 2022 Netherlands
Rationale: Acquired Air & Ocean
activity from Gelders Forwarding to
grow our network and strengthen our
present in NL.
Acquired: Region: Nordics
October 2022
Rationale: Strengthen our present,
a providing a solid platform
especially for SGL Norway to grow
the business.
SGL GROUP
Americas
SGLT HOLDING
Countries
Offices
EMEA
South East Asia Asia Pacific
TOTAL
5 24 13 3 45
48 67 34 9 158
In 2021, SGL acquired Horizon International. With
41 years of industry experience, Mark Talbot, CEO
of the UK and Ireland pre- and post the merger, has
experienced acquisitions from the inside before. ‘I’ve
seen how not to do it’, he says without hesitating, ‘and
now I’ve seen how to get it right’.
A cultural fit is pivotal to any acquisition by SGL. So, one
of the first actions during due diligence was for the senior
management to voluntarily perform an anonymous
psychological test to assess the level of matching virtues
and values. The fundamental similarities found ensured a
smooth integration of the 150 employees in five countries.
How does the larger scale affect business
opportunities?
‘We are now talking with larger and more diverse types of
customers, including new verticals and markets, which has
tremendously increased our sales pipeline potential. As a
result of these new opportunities, we have increased the
size and depth of our commercial team substantially.
One of the most rewarding aspects of the acquisition has
been seeing the number of staff who have personally grown
and benefitted from the new opportunities which come
with the bigger business. Additionally, the caliber of people
we can now attract in certain positions has increased, as
well as the opportunities we can offer to retain our team
members, which is a crucial pillar in our growth ambitions.
Our people are our greatest asset.’
What is the most significant difference in daily
business since the merger?
‘Many of our customers have more and more complex
supply chains. They look for people who have the time
to understand their most pressing challenges and the
expertise to deliver effective solutions anywhere in the
world. With our much greater scope, we bring a powerful
proposition that underpins how we help uncomplicate their
world through our proven global services.
Significantly we are now part of a worldwide network
enabling us to provide enhanced capabilities, offer new
gateways and more comprehensive customer solutions,
which we could not do as comprehensively before.’
Why was the acquisition so successful?
‘The strength of the SGL virtues aligned to those of
Horizon made it clear from an early stage that the fit
felt right. Throughout the discussions, the management
team were accessible, involved, and transparent in their
communication, which made people feel comfortable
and part of the journey. In that sense, SGL humanises
acquisitions. The priority was to make sure that our
customers were happy and not unsettled by the acquisition,
and because of the personal approach, it was the case. All
customers have stayed on board. The initial overlap in DNA
is the driver behind our success today. I’d say the acquisition
was a 10 out of 10. We haven’t had a single colleague leave
because of the acquisition neither. I think that says it all.’
How would you describe your meeting
with the SGL spirit?
‘If SGL were a person, I’d describe it as a very grounded,
humble person who knows who it is and, importantly, what
it wants to be. It also knows it needs to keep evolving and
staying curious.
The company is global but maintains the flexibility of
a small-company mentality, which positively empowers
countries and regions to be entrepreneurial and create
unique solutions. The headquarter supports, never dictates,
which is a refreshing approach, breeding confidence and a
will to do one’s best.’
SGL HUMANISES ACQUISITIONS
THE HUMANS OF LOGISTICS
Mark Talbot, CEO
of the UK and Ireland
24
SGL GROUP
25
VISION AND STRATEGY – MARKET OVERVIEW
2525
SGL GROUP
25
26
SGL GROUP SGL GROUP
VISION AND STRATEGY
VOLATILITY REMAINS A CONSTANT
ROAD
For most of 2022 capacity constraints were
the headline. However, in the last months
of 2022 and into 2023 we have seen a more
balanced relationship between supply and
demand of trucks primarily due to lower
activity levels affected by economic slow-
down, the EU Mobility package making
cabotage’s working conditions stricter and
also due to the war in Ukraine resulting in
a down-fall of Ukrainian truck drivers. This
trend is expected to remain into mid-2023
but will be replaced by capacity constraints
due to the expectation that the current level
of truck drivers cannot fill the demand in the
market.
SGL will utilise our entrepreneurial
business model to maintain volumes and
mitigate the impact from the dynamics
currently seen in the freight market. Our
strategy for 2023 is to further increase
our share of wallet with new and existing
customers and be an active part of the
tenders to gain market shares as well as
evaluate potential M&A opportunities with
the right fit and to more attractive multiples
under these softer market conditions.
In a year with unpredictable market
disruptions, freight rate volatility, capacity
constraints and customers’ supply chains
becoming increasingly complex, SGL
Group’s business model proved highly
resilient and adaptable to a continuing
challenging environment.
A volatile market environment plays
to the strength of freight forwarders
who apply an agile and customer-centric
approach; entrepreneurial solutions are
favoured over low-cost transactional
solutions and products.
SGL Group made use of its experience
from our role in humanitarian disasters.
We adapted swiftly to a continuing new
normal while keeping communication
clear and relevant, staying in close contact
with stakeholders. The customer and
supplier focus was on cash and risk.
AIR & OCEAN
AIR
SGL is well positioned to achieve extreme
growth within the Airfreight segment,
also considered a global must-win battle
to realise our 2027 Vision. SGL goes to
market based on a hybrid model where
fixed allotments and stand-alone capacity
purchases are leveraged by combining the
best of two worlds.
SGL today enjoys an excellent relationship
with all major airlines and is increasingly
valued and recognised as a partner who
consistently delivers on commitments and
promises.
There will be an increased allocation of
sales resources to the airfreight segment
to ensure its balanced proportionally to
ocean freight.
In 2023, airfreight volumes are expected
to be subdued in line with the general
economic development. However, long-
term healthy organic growth is expected,
with consumers increasingly requiring
speed of delivery.
OCEAN
The ocean freight market is expected
to be volatile in future years. While
volumes and rate levels are generally
considered “soft”, the infrastructural
challenges are still apparent in the form of
landside congestion and extreme carrier
concentration. For 2023 we do not foresee
significant changes to current rate levels;
however, beyond 2023 container carriers
are expected to seize the opportunity to
increase rate levels by enforcing blanking
and rolling discipline.
The increased ability to secure capacity
is expected to benefit SGL considering the
identified “Extreme Growth” lever where
capacity constraints have been an issue
during COVID and until summer 2022.
As with airfreight, SGL will also pursue
a diversified growth approach from a
trade-lane perspective. In addition, a
specific focus will be applied to building
a global LCL network based on our own
consolidations.
27
SGL GROUP SGL GROUP
SOLUTIONS
Despite the challenging market conditions
post-pandemic with conflict in Europe,
high inflation and historically high
interest rates, we expect a continuous
demand in our Solution segment from the
changed consumer behaviour, increased
e-commerce sales and contract logistics.
We expect a demand from existing and
new customers for more efficient, safe and
modern fulfillment solutions letting our
customers be able to adjust their supply
chain to their demands swiftly.
In 2023 and onwards, we foresee a
customer demand for more technological,
sustainable and cost-efficient warehousing
management to ensure tight warehousing
control.
Due to the war in Ukraine and other
macroeconomic factors setting the agenda
over the last three years many companies
are rethinking their supply chains,
especially a more regional production
and becoming more independent of
specific critical suppliers. This potential
tendency can benefit SGL’s warehousing
solutions ensuring our customers can
maintain control over their inventory from
more regional locations closer to their
customers.
Besides that, we are continuously
evaluating the market for potential M&As
that can strengthen our position either by
competencies or expand our footprint in
the Solutions segment.
VISION AND STRATEGY
General Manufacturing
Other
Automotive Special Logistics
Industrial Projects
Fashion & Retail
Government & Defence
Food & Additives
Aid & Relief and Pharma
43%
19%
5%
7%
20%
2%
2%
2%
*) Revenue by vertical is illustrated
above and based on split amongst
top 100 SGLT Holding customers
General Manufacturing
Other
Automotive Special Logistics
Industrial Projects
Fashion & Retail
Government & Defence
Food & Additives
Aid & Relief and Pharma
43%
19%
5%
7%
20%
2%
2%
2%
REVENUE BY VERTICAL*
27
28
VISION AND STRATEGY
OUTLOOK 2023
OUTLOOK 2023
Once again, SGL Group had another
record-breaking year which outperformed
our initial guidance for 2022.
Looking into 2023, we expect the
transport market will follow the forecast for
the global GDP, which is estimated to grow
within the range of 2%-3%, according to
OECD. However, following the increased
challenges in the macroeconomic
environment, higher inflation as well as
continued uncertainties following the
war in Ukraine during 2022, we expect
a derivative effect on the global freight
market into 2023. Further, is the decreasing
consumer demand in the second half of
2022 also expected to have a continued
impact on the first half of 2023, impacting
freight volumes. However, a return of
volumes is expected during the second half
of 2023 to reach more normalised levels.
By leveraging on our entrepreneurial
business model and continuing executing
our strategy Vision 2027: 1-3-5, we expect
to achieve a stable development in
earnings for 2023, compared to the record
performance in 2022.
For SGL Group, the EBITDA before special
items (excluding the impact of IFRS 16) is
expected to be in the range of DKK 1,000
million to DKK 1,100 million and EBITDA
before special items in the range of DKK
1,130 million to DKK 1,230 million.
For SGLT Holding, the estimated
Adjusted EBITDA is expected to be in
the range of USD 185 million to USD 200
million and for EBITDA before special items
in the range if USD 205 million to USD 220
million.
LONG-TERM FINANCIAL TARGETS
By executing on our strategy Vision 2027:
1-3-5, we remain firm on our long-term
financial targets outlined in the Annual
Report 2021 with an overall double-digit
organic growth as well as continuing
our geographical expansion through
Greenfields and M&A.
SGL Group stays focused on delivering
superior logistics solutions to demanding
customers driven by our strong belief in
our employees’ ability to constantly design
the required solution. SGL Group’s long-
term ambitions are:
GUIDANCE 2023 – SGL GROUP
EBITDA before special items
excluding IFRS 16 accounting:
DKK 1,000 million - DKK 1,100 million
EBITDA before special items:
DKK 1,130 million - DKK 1,230 million
GUIDANCE 2023 – SGLT HOLDING
Adjusted EBITDA:
USD 185 million - USD 200 million
EBITDA before specials items:
USD 205 million - USD 220 million
2022 INITIAL
GUIDANCE
UPDATED
GUIDANCE
REALISED
SGL GROUP
EBITDA before special
items excluding IFRS 16
DKK 625 million -
DKK 700 million
DKK 1,100 million -
DKK 1,200 million
DKK 1,063 million
SGLT HOLDING
Adjusted EBITDA
USD 145 million -
USD 155 million
USD 192 million -
USD 202 million
USD 200 million
OUTPERFORM MARKET GROWTH
• Achieving a total of USD +5 billion in
revenue (SGLT Holding level)
• Overall organic growth target being
double-digit on major trade-lanes and
markets, powered by global growth
initiatives driving growth across regions
TOP 3RD AMONGST THE GLOBAL
PEERS IN PROFITABILITY
• EBITDA margin before special items and
excluding IFRS 16 accounting of at least
7% by 2027
OTHER FINANCIAL TARGETS
• Improving conversion ratio (Gross profit
to EBITDA before special items and
excluding IFRS 16 accounting)
• Strong positive cash generation
The targets are based on the assumptions
of stable global economic development
and assume exchange rates are unchanged
from current levels.
FOLLOW-UP ON GUIDANCE 2022
Due to an extraodinary peformance
in 2022, SGL Group and SGLT Holding
updated the initial guidance for 2022 three
times in the interim reports for Q1, Q2 and
Q3 2022.
SGL GROUP
FINANCIAL HIGHLIGHTS
GROUP PERFORMANCE – SGL GROUP
FIVE-YEAR OVERVIEW
FOR SGL GROUP 2022 2021 2020 2019 2018
Key figures (in DKKm)
Revenue 17,832 10,339 5,351 4,144 3,521
Gross profit 2,489 1,497 955 773 592
EBITDA before special items 1,206 626 318 202 89
EBITDA before special items,
excluding IFRS 16 1,063 511 237 134 89
Operating profit (EBIT)
before special items 888 417 139 86 48
Special items, net -86 -73 -77 -40 -35
Operating profit (EBIT) 802 344 62 46 13
Financial items, net -184 -139 -145 -122 -60
Profit/loss before tax 618 205 -83 -76 -47
Profit/loss for the period 442 159 -103 -85 -55
Cash flow
Cash flows from operating activities 1,422 -779 206 -113 19
Cash flows from investing activities -390 -446 -121 -134 -39
Free cash flow 1,032 -1,225 85 -247 -20
Cash flows from financing activities 423 1,551 34 188 130
Cash flow for the period 1,455 326 119 -60 110
29
2022 2021 2020 2019 2018
Financial position
Total equity 1,187 848 466 575 657
Equity attributable to parent company 1,181 847 460 568 651
Net interest-bearing debt (NIBD) 932 1,856 1,890 1,056 607
Investment in property, plant
and equipment 41 30 12 22 11
Total Assets 7,994 6,763 3,514 3,216 2,703
Financial ratios in %
Gross margin 14.0 14.5 17.8 18.7 16.8
EBITDA margin before special items 6.8 6.1 5.9 4.9 2.5
EBITDA margin before special items
excluding IFRS 16 6.0 4.9 4.4 3.2 2.5
EBIT margin before special items 5.0 4.0 2.6 2.1 1.4
EBIT margin 4.5 3.3 1.2 1.1 0.4
Equity ratio 14.8 12.5 13.3 17.9 24.3
Number of full-time employees
at the end of the period 2,642 1,913 1,285 1,175 952
SGL GROUP
SGL GROUP SGL GROUP
FINANCIAL PERFORMANCE
RESULT FOR THE YEAR
2022 was a rollercoaster year and a
different year than most for SGL Group in
many aspects. We entered 2022, spending
most of our time finding capacity and
getting the cargo moving – and ended
the year spending most of our time
negotiating prices with vendors and
customers. All elements in our industry
have been in play and being able to act
quickly and decisively has never been more
critical.
We have proven that our entrepreneurial
business model accommodates all aspects
of such a rollercoaster ride. Leveraging the
strength of our entrepreneurial business
model and utilising the dynamics in the
market, we have outperformed our initial
expectations for the year 2022, and again,
we delivered our strongest financial results
to date.
The financial year 2022 includes the
operating results of newly acquired
business Sea Air Logistics, Trust Forwarding
and Gelders Forwarding which were
acquired during 2022. In 2022, revenue
amounted to DKK 17,832 million,
generating EBITDA before special items
of DKK 1,206 million. EBITDA before
special items, excluding the IFRS 16 lease
adjustment amounted to DKK 1,063 million
(2021: DKK 511 million), equivalent to a
108% increase compared to 2021.
REVENUE
Revenue amounted to DKK 17,832 million
in 2022 (2021: DKK 10,339 million), an
increase of 72% compared to 2021,
including a positive impact from FX
translation of approx. DKK 543 million.
Several factors drove the increased
revenue. Mainly through increased activity
levels and a larger share of wallet with new
and existing customers. To some extent
also impacted by market volatility, creating
higher carrier rates than in the same period
last year. Increased activities through
acquisitions successfully integrated into
SGL Group also contributed. All regions
experienced increased activity levels,
especially the Air & Ocean and Aid &
Relief activities in Denmark and Air &
Ocean activities in Asia and the Pacific.
The organic revenue growth was driven
by solid performance across all regions,
especially within the Air & Ocean segment.
GROSS PROFIT
Gross profit amounted to DKK 2,489
million in 2022 (2021: DKK 1,497 million),
an increase of 66%, also positively
impacted by an FX translation of approx.
DKK 57 million. The acquired companies
REVENUE EBITDA*
DKK 17,832m DKK 1,063m
*EBITDA before special items and excluding the impact of IFRS 16 leases
GROUP PERFORMANCE – SGL GROUP
30
DKKm 2018
2019 2020 2021 2022
REVENUE
0
5,351
10,339
17,832
4,144
3,521
3,000
6,000,
9,000
2,000
15,000
18,000
31
SGL GROUP SGL GROUP
GROUP PERFORMANCE – SGL GROUP
Sea Air Logistics, Trust Forwarding and
Gelders Forwarding contributed with
approx. DKK 70 million. SGL Group
experienced a strong performance in
EMEA and Asia Pacific. If excluding IFRS
16, the gross profit amounts to DKK 2,423
million compared to DKK 1,451 million in
2021, corresponding to a gross margin of
13.6%, which is 0.6% point lower than the
level in 2021.
The increase in gross profit is driven
by strong organic growth through a mix
of higher activity levels and expanding
business with existing customers and
onboarding new customers; this, combined
with increased activities through acquired
businesses, led to a significant increase
in activity levels which all have been
converted to a substantial increase in gross
profit. However, due to elevated carrier
rates, we have seen a slight decrease in
gross profit margin to 14.0%, equivalent to
a decrease of 0.5% point compared to 2021.
SG&A COSTS
SG&A costs amounted to DKK 1,283 million
in 2022 (2021: DKK 871 million), negatively
impacted by FX translation of approx. DKK
21 million, resulting in an increase of 47%
compared to 2021. SG&A costs increased as
expected, mainly from greenfield activities
and acquisitions made in 2021 and 2022.
New talents have been hired to prepare
the organisation for the future; thus, we
see an increased salary level. However,
as the cost discipline and realisation of
operating leverage benefits continued, the
conversion ratio based on EBITDA before
special items increased from 42% in 2021
to 48% in 2022. SG&A costs comprise 7%
of revenue in 2022, which is 1% points
lower than in 2021.
EBITDA BEFORE SPECIAL ITEMS
EBITDA before special items amounted to
DKK 1,206 million in 2022 (2021: DKK 626
million), which is equal to an increase of
93%. The EBITDA margin before special
DKKm 2018
2019 2020 2021 2022
EBITDA BEFORE SPECIAL ITEMS
7%
6%
5%
4%
3%
2%
1%
0%
0
200
400
600
800
1,000
1,200
1,400
5.9%
6.1%
89
318
1,206
626
2.5%
4.9%
202
6.8%
EBITDA BEFORE SPECIAL ITEMS EBITDA BEFORE SPECIAL ITEMS %
DKKm 2018
2019 2020 2021 2022
GROSS PROFIT
20%
15%
10%
5%
0%
0
500
1,000
1,500
2,000
2,500
955
1,497
2,489
773
592
14.5%
14.0%
16.8%
18.7%
17.8%
GROSS PROFIT GROSS PROFIT %
32
SGL GROUP SGL GROUP
GROUP PERFORMANCE – SGL GROUP
items ended at 6.8%, compared to 6.1% in
2021. The increase in EBITDA was mainly
due to strong activity levels within the
Air & Ocean segments combined with
the ability to keep the SG&A costs under
control. The improved performance
is driven both by organic growth and
acquisitions.
DEPRECIATION AND AMORTISATION
Depreciation and amortisation amounted
to DKK 318 million in 2022 compared to
DKK 209 million in 2021. The main driver
for the increase was amortisation from
acquisitions and increased amortisation on
IT costs. Investments in IT were increased
to secure the infrastructure necessary for
continued long-term growth.
SPECIAL ITEMS
In 2022, special items amounted to a
net cost of DKK 86 million (2021: DKK 73
million), primarily including the cost of
greenfield and M&A activities.
EBIT
EBIT amounted to DKK 802 million (2021:
DKK 344 million), an increase of 133%.
The EBIT margin increased by 1.2% points
to 4.5% in 2022 due to a solid 2022
performance and gross profit growth
across all segments and regions, especially
in the Air & Ocean segment, combined
with cost discipline and proportionate
lower depreciations and amortisations.
FINANCIAL ITEMS
Net financial expenses amounted to DKK
184 million compared to DKK 139 million
in 2021. Net financial expenses mainly
comprised of interest expenses on the
bond debt, including capitalised loan
costs recognised in the income statement
as well as an impact of IFRS 16 interest
expenses which amounted to DKK 17
million (2021: DKK 17 million) offset by the
interest income from the intercompany
loan to TransGroup Global Inc. (the parent
company of TransGroup).
CASH FLOWS
The accumulated cash flow in 2022 from
operating activities amounted to positive
DKK 1,422 million, mainly driven by net
working capital and the strong result.
CAPEX in 2022 amounted to DKK 94
million, comprised primarily of investments
in software and the development of
IT projects to secure the infrastructure
necessary for continued long-term growth.
The cash outflow from acquisitions,
excluding transaction costs, amounted to
DKK 296 million in 2022.
Free cash flow amounted to positive DKK
1,032 million compared to negative DKK
1,225 million in 2021, driven by the strong
result in 2022 and improvements in net
working capital items.
Cash flow from financing activities was
positive net of DKK 423 million and driven
by proceeds from a bond issue. In 2022,
the Group issued EUR 75 million in bonds
within the framework of EUR 350 million
and cash received net of transaction costs
amounted to DKK 557 million. As of 31
December 2022, total net outstanding
bonds amounted to EUR 538 million,
corresponding to DKK 4,006 million.
CAPITAL STRUCTURE
The total equity was DKK 1,187 million, with
an equity ratio of 14.8% as of 31 December
2021, 2.3% points higher than in December
2021. The strong financial result was the
main driver for the improved ratio. The
equity ratio, excluding the impact of IFRS
16, was 15.3%.
NET INTEREST-BEARING DEBT (NIBD)
AND LIQUIDITY RESERVE
Consolidated net interest-bearing debt
amounted to DKK 932 million (2021:
DKK 1,856 million). In 2022 SGL Group
issued subsequent bond debt of EUR 75
million under the framework of EUR 350
million for future acquisitions, continued
long-term growth and general corporate
purposes. The liquidity reserve increased
by DKK 1,440 million, primarily driven by a
net cash position increase from improved
33
SGL GROUP SGL GROUP
GROUP PERFORMANCE – SGL GROUP
33
net working capital. The total liquidity
reserve was DKK 2,365 million by the end
of December 2022 (2021: DKK 925 million).
NET WORKING CAPITAL
The total net working capital position
was DKK 212 million as of 31 December
2022 (2021: DKK 900 million). Net working
capital improved by DKK 688 million in
2022. The improvement in net working
capital is primarily related to the lower
freight rates and activities within the Air &
Ocean segment compared to the record-
high freight rates and activities in Q4 2021.
34
SGL GROUP SGL GROUP
KEY COMMENTS
• Air & Ocean segment revenue increased
by 78% in 2022 compared to 2021.
• Gross margin (%) has been under
pressure from the high level of activity
causing capacity constraints and a high
level of pass-through revenue resulting
in a gross margin in Air & Ocean of
13.6%, a 0.6 %-point lower than last
year.
FINANCIAL PERFORMANCE
Air & Ocean revenue amounted to DKK
16,811 million in 2022 compared to DKK
9,418 million in 2021. A mix of increases in
activity levels, a larger share of wallet with
new and existing customers and additions
of acquired entities in 2022, including
the full-year effect of activities acquired
in 2021, drove the revenue increases. All
regions experienced the increased activity
levels, especially Aid & Relief activities in
Denmark and Air & Ocean activities in the
Pacific and Asia. To some extent, revenue
was also impacted by volatility in the
market, creating higher carrier rates than
the same period last year.
Gross profit amounted to DKK 2,292
million for 2022 compared to DKK 1,337
million for 2021. The increase in gross profit
is driven by strong organic growth through
a mix of higher activity levels and a larger
share of wallet with existing customers
and newly onboarded customers. This,
combined with increased activities through
acquired businesses, converted into a
substantial increase in gross profit.
However, elevated carrier rates
decreased slightly causing a decline in
gross margin to 13.6%, equivalent to a
decrease of 0.6% point compared to last
year.
EBITDA before special items amounted
to DKK 1,143 million for 2022, compared to
DKK 579 million in 2021, following the high
activity described under revenue and the
ability to keep costs under control while
growing.
MARKET OVERVIEW & OUTLOOK
Tumbling from historic inflated levels,
ocean freight rates took the headlines at
the end of 2022, catalysing several theories
on how 2023 will unfold. Seaside terminal
congestion was no longer propping up
FINANCIAL PERFORMANCE
– AIR & OCEAN SEGMENT
REVENUE GROSS MARGIN
DKK 16,811m 13.6%
DKKm
2020 2021 2022
20%
16%
12%
8%
4%
0%
0
4,000
8,000
12,000
16,000
20,000
9,418
14.2%
13.6%
REVENUE GROSS PROFIT %
SHARE OF REVENUE
SOLUTION
ROAD
AIR & OCEAN
16.7%
16,811
4,670
94%
SOLUTION
ROAD
AIR & OCEAN
GROUP PERFORMANCE – SGL GROUP
35
SGL GROUP SGL GROUP
35
FCL LCL SEA-AIR
FULL & PART
CHARTER
RAIL BUYERS
CONSOLIDATION
CROSS
DOCKING
PO & VENDOR
MANAGEMENT
FCL
DRAYAGE
FINAL MILE
DISTRIBUTION
CUSTOMS
CLEARANCE
INSURANCE
OCEAN SEGMENT SERVICES
freight rates to the extent seen in previous
years, and inflation caused a ‘cost of
living crisis’ among consumers globally.
Combining these factors with the sudden
drop in demand of up to 20% year-on-
year resulted in an even more substantial
reduction in spot rates on the main East-
West head-haul markets out of Asia.
Looking at airfreight, China changed
its COVID-19 policy at the end of 2022,
opening up a rebound in passenger flights
travelling to and from China. A subsequent
increased demand is expected, considering
the fact that an increase in business travel
equals more trade. Overseas companies in
Europe and the US will once more be able
to do business in China, and will hopefully
regain confidence in China being ‘no. 1
manufacturing country in the world’, as
they have been accustomed to.
Overall, SGL views the current market
climate as the macro eco-system in a state
of shock. Consumers across the western
world, on paper, have historically high
savings. However, fear and uncertainty
drive consumers to think twice before
36
SGL GROUP SGL GROUP
FINANCIAL PERFORMANCE
– AIR & OCEAN SEGMENT, CONT.
spending money, prioritising necessary
purchases such as food and utilities
and less the typical products sourced in
Asia such as textiles, garden furniture,
electronics etc.
The above, combined with historically
high inventory levels, requires a ‘correction’
period, but with underlying stable
economies, consumers are expected to
start spending again during 2023.
OCEAN FREIGHT
After the quiet summer peak season
in 2022, carriers proved unable to
proactively reduce capacity and counter
the freight rate collapse witnessed in the
fourth quarter of 2022. Talk of market
concentration and the formation of
‘dangerously powerful’ oligopolistic
markets suddenly seems to be history
looking at the price evolution during the
second half of 2022. As the carriers’ cost
base increased substantially compared to
three years ago, carriers find themselves
painfully close to loss-making territory
again on some of the critical trades e.g.
Asia.
It is imperative to differentiate between
spot and long-term rates. While spot
rates will likely continue along a volatile
trajectory with significant week-on-week
fluctuations depending on how full vessels
are, long-term rates are expected to
plateau at a higher level than the spot rates
seen during the end of 2022 for the Trans-
Atlantic trade. Rate plateauing also marks
the best-estimated guess for the beginning
of 2023. The above-mentioned represents
a win-win for both freight buyers and
ocean carriers. Freight buyers are taking
home the stakes and banking significant
savings. Conversely, carriers are stopping
the downward spiral just in time for the
2023 contract negotiation season at levels
that are still reasonable in a historical light.
AIRFREIGHT
Even though airfreight rate levels softened
during the last months of 2022, they did
not match the fluctuations within the
ocean freight levels. In October 2022, the
Drewry East-West Airfreight Price Index
was approximately 23% below last year’s
level. However, the Drewry East-West
Airfreight Price Multiplier increased to 10.7
again, indicating doubling of the relative
cost of air to ocean since summer.
Airfreight rates dropped after the
sector lost momentum in September in
terms of demand and capacity. Changes
in the financial climate and expectations
of tepid demand ahead, are causes for
more pessimistic forecasts, pointing to
further declines in pricing. With airfreight
being the most expensive transport
mode, many companies have taken extra
measures to reduce airfreight volumes as
a consequence of experiencing dramatic
cost increases in other parts of their
business, primarily related to energy prices.
As mentioned, the COVID-19 policy
change in China is expected to significantly
impact the airfreight industry, both in
terms of additional capacity coming into
the market and a corresponding increase
in airfreight demand.
The capacity situation for the Trans-
Atlantic trade is somewhat different from
Asia trade lanes. Capacity decreased due
to the winter schedule commencing in
November 2022, balancing out the minor
demand decrease. Therefore, Trans-
Atlantic remains more stable. Looking
ahead, the following significant impact
on this trade will come when summer
schedules commence in April 2023,
boosting overall capacity.
GROUP PERFORMANCE – SGL GROUP
37
SGL GROUP SGL GROUP
37
SGL GROUP
AIRFREIGHT EXPRESS
AIRFREIGHT
SEA-AIR
FULL & PART
CHARTER
RAIL LAND-AIR
COURIER PO & VENDOR
MANAGEMENT
FINAL MILE
DISTRIBUTION
CUSTOMS
CLEARANCE
INSURANCE
AIR SEGMENT SERVICES
38
COVID lockdowns, port congestions and the war
in Ukraine are some of the headlines for 2022.
Heads of Ocean Freight, Aneta Kopacz, Poland
and Crystal Zhang, China, share their insights
into the impacts on worldwide logistics and the
leadership and customer management required
to keep goods moving and customers satisfied in
times of turmoil.
With almost 50 years of combined industry
experience, Crystal and Aneta know logistics.
‘During the lockdowns in China from April to June
of 2022, we spend relatively more time completing
single booking due to lack of capacity’, Crystal
says, explaining the flexibility required to navigate
the constantly changing supply chain. ‘Due to
domestic transportation solutions, delivery options
had to be double or triple-checked, and even when
implemented, solutions often needed modifying to
cope with the quickly changing environment.’
Aneta shares similar experiences with increased
complexity when the war in Ukraine broke out:
‘Before, a regular container booking required three
emails. At the most challenging times, we reached
exchanging 73 emails.’ Still, we found the right
solutions as always,’ they both say.
Flexible approach to a standstill
With the war in Ukraine, rail transport from China
stopped from one day to another, affecting many
customers’ consolidated goods transport. Aneta
quickly assembled a team of specialists to alleviate
the situation, offering all Rail customers ocean
freight LCL console boxes as an alternative mode
of transport to keep their goods moving. ‘80%
of our customers said yes, the rest opted for other
solutions, so we didn’t lose a single customer due to
the disruption’, Aneta says.
The consequential rise in ocean freight, sanctioned
Russian containers and regular containers waiting
for delivery to Ukraine meant a 30% increase in
containers in Polish terminals. Coupled with the
energetic crisis in Poland favouring carbon over
commercial deliveries by rail, the need for trucks
skyrocketed. ‘At a time with a truck driver shortage,
the situation came to a standstill. To manage it, we
kept customers informed of the situation daily and
leveraged existing delivery agreements to decrease
their demurrage and detention costs in ports by
MOVING FORWARD
DESPITE HEADWIND
THE HUMANS OF LOGISTICS
Aneta Kopacz, Head of Ocean Freight, Poland
38
SGL GROUP
39
almost 50%. At the same
time, we arranged their final
destination transport, which
enabled them to manage their
supply chain most effectively,
and they were pleased.’
Four options per container
The months-long lockdowns and consequential
port congestions in China also called for an agile
approach. Crystal explains: ‘Port congestion was
a serious matter in China. It caused vessel delays
affecting the country’s entire supply chain, with
containers waiting four days up to two weeks for
unloading. Delays increased logistics costs and
posed many challenges.’ Like in Poland, Crystal’s
team also negotiated lower container storage
charges for their customers while waiting in the
terminals for onward transport.
The Port of Shanghai is the world’s biggest in terms
of cargo volume. Moving the cargo to other nearby
ports to keep the supply chain running required
coordination and creativity. ‘If you could get the
space, you got the business,’ Crystal explains and
continues: ‘Four offices coordinated four solutions
for every single container
out of China to secure
options available for
the customer. It was
tough, but the approach
ensured the successful
transport of all our customers’ goods at the time.’
How did you manage to keep your teams
motivated?
‘It all comes down to relations. We inspired staff
to find solutions, share learnings and keep the
customers close,’ says Crystal. Aneta agrees and
finishes: We held weekly, sometimes daily, meetings
which made team members feel comfortable and
included. Without those close relations, we would
never have maintained business the way we have’.
During the lockdown, the Shanghai staff were
isolated in their homes for months. ‘To keep the
spirits up, we organised online competitions of
the traditional Chinese board game mahjong and
several other activities to encourage staff,’ Crystal
finishes.
Crystal Zhang, Head of Ocean Freight, China
3939
IF YOU
COULD GET
THE SPACE,
YOU GOT
THE BUSINESS
SGL GROUP
40
SGL GROUP
FINANCIAL PERFORMANCE
– ROAD SEGMENT
REVENUE GROSS MARGIN
DKK 789m 14.8%
KEY COMMENTS
• The Road segment increased gross
profit by 27% to DKK 117 million in 2022
from DKK 92 million in 2022.
• Gross margin (%) improved in 2022 but
is still under pressure compared to the
high levels in 2019-2020.
FINANCIAL PERFORMANCE
Road revenue amounted to DKK 789
million in 2022 compared to DKK 698
million in 2021. A mix of increased activity
levels and higher freight rates drove the
increase in revenue. The increase in activity
was mainly driven by the strategic focus
on developing activities in new markets
where traffic in the UK and Eastern Europe
markets contributed significantly to the
organic growth in 2022. An increase in
carrier rates due to capacity constraints
and cost inflations has successfully been
adjusted in freight rates to customers.
Gross profit amounted to DKK 117 million
for 2022 compared to DKK 92 million in
2021. Increased activity levels including
improved utilisation of capacity, increase
in customer profitability and adding on
new volumes with higher margins, mainly
from new activities to the UK and Eastern
Europe markets, drives the increase in
gross profit. This also impacted the gross
margin for 2022 positively, which increased
to 14.8%, equivalent to an increase of 1.7%
point compared to 2021.
EBITDA before special items amounted
to DKK 20 million for 2022, compared
to DKK 11 million last year. The positive
development in Gross profit mainly drives
the increase, including synergies from
consolidating offices and activities and the
ability to keep costs under control while
growing.
MARKET OUTLOOK
In 2022, everyone struggled with capacity
constraints. Not only did the structural
lack of truck drivers in Europe affect
the capacity situation. The EU Mobility
package implemented in early 2022
added to the problem as stricter rules on
cabotage, drivers’ working conditions, and
return home policy for trucks took out
DKKm
2020 2021 2022
20%
15%
10%
0%
5%
0
200
400
600
800
701
REVENUE GROSS PROFIT %
SHARE OF REVENUE
18.8%
521
789
13.1%
14.8%
4%
SOLUTION
ROAD
AIR & OCEAN
GROUP PERFORMANCE – SGL GROUP
41
SGL GROUP
an estimated 5-8% of the capacity.
The war in Ukraine further escalated
the issue as many Ukrainian drivers
became unavailable for driving in
Western Europe. As a result, the costs
of running a truck operation increased
by 10-20%, depending on geography.
The cost increase was managed
through re-negotiation of price terms.
From September 2022 and onwards,
the increased inflation and falling
consumer spending, caused a drop in
cargo volumes. Furthermore, we saw a
more balanced relationship between
the supply and demand of trucks.
From December, an excess of capacity
in the market continued into 2023.
In 2023 we foresee 3-6 months of
low cargo volumes, where capacity
will be plentiful for general cargo.
The market has shown weakness in
January and February, but we expect
the capacity constraints to reappear
in mid-2023. In the longer run, there
is an underlying trend that the current
number of truck drivers in Europe
cannot meet the demand in the
market (an estimated 400.000 too
few). Moreover, young people want to
avoid filling up the vacancies as they
choose other career paths. However,
we believe the capacity constraints
may return in mid-2023.
With more available capacity in the
market in the first half of 2023, we
can get cheaper rates from vendors
than three months ago. As the market
is weaker, customers are opening
tenders now. We expect needing to
reduce rates to maintain volumes and
that, to some extent, the rate decrease
will be recovered from vendors
lowering their prices. Simultaneously,
we will try to avoid long contracts
as we expect capacity constraints to
return in second half of 2023. If so, we
need the flexibility to negotiate rates
under the given market conditions.
Despite losing significant truck
driver capacity due to the war in
Ukraine, the situation has also opened
new business opportunities for us. SGL
is heavily involved with Government,
Aid & Relief organisations.
From 2022 until now, our Road
segment has moved much of said
freight. Unfortunately, there is no
sign that the war will end in the
forthcoming period, and the related
shipments will continue for a while.
Once the war is over, in accordance
with our virtues, we will try to position
ourselves to do our share in helping
to rebuild and uncomplicate the
Ukrainians’ world with respect and
integrity of the situation.
With the softer market in 2023,
we expect that M&A opportunities
will arise at much more attractive
multiples than in 2022. We constantly
evaluate the market opportunities
in all countries where we offer road
operations.
41
RAIL
TRANSPORT
ROAD TRANSPORT
& DELIVERY
SERVICES
OIL AND GAS
TRANSPORTATION
& LOGISTICS
SERVICES
AID &
RELIEF
INDUSTRIAL
PROJECTS
CUSTOMS
CLEARANCE
AUTOMOTIVE
SPECIAL
LOGISTICS
ROAD SEGMENT SERVICES
42
FINANCIAL PERFORMANCE
– SOLUTION SEGMENT
REVENUE GROSS MARGIN
DKK 232m 34.5%
KEY COMMENTS
• Driven by optimisation of productivity,
the Solutions Segment reported a gross
margin of 34.5% compared to a gross
margin of 30.9% in 2021.
FINANCIAL PERFORMANCE
Solutions revenue amounted DKK 232
million in 2022 compared to DKK 220
million in 2021. The increase in revenue was
mainly driven by increase in activity from
both new and existing customers.
Gross profit amounted to DKK 80 million
for 2022 compared to DKK 68 million in
2021. The increase in gross profit is mainly
driven by scale through increased activity
levels and optimisation of the productivity
in the operations. This also impacted the
gross margin for 2022 positively, which
increased to 34.5%; equivalent to an
increase of 3.6% point compared to 2021.
EBITDA before special items amounted
to DKK 43 million for 2022, compared to
DKK 36 million last year. The increase is
mainly driven by the positive development
in gross profit and the ability to keep cost
under control.
MARKET OUTLOOK
Despite the macroeconomic slowdown
in second half of 2022, the new post-
pandemic consumer behavior increases
the focus on online sales and e-commerce,
as well as contract logistics and 3PL (third-
party logistics). Outsourcing warehouse
activities to a third party allows companies
to adjust to the demand fluctuations
swiftly while remaining cost efficient. We
expect the trend of moving towards 3PL
will remain a high priority to key players.
The demand for streamlining the
fulfillment and distribution industry
through technological developments as
well as optimal warehouse locations is
further expected to increase in the years
to come, to ensure cost efficiency and
minimising errors.
Tight warehousing capacity
management is essential to become a
significant player in the solutions industry.
Additionally, having warehouse facilities
across the world will cater for international
companies in need of flexibility in their
supply chain.
DKKm
2020 2021 2022
50%
40%
30%
20%
0%
10%
0
50
100
150
200
250
30.9%
34.5%
REVENUE GROSS PROFIT %
SHARE OF REVENUE
46.5%
172
2%
232
220
SOLUTION
ROAD
AIR & OCEAN
GROUP PERFORMANCE – SGL GROUP
SGL GROUP
4343
SGL GROUP
FULFILLMENT &
DISTRIBUTION
GLOBAL
WAREHOUSING
& STORAGE
SERVICES
PARCEL &
EXPRESS
SOLUTION SEGMENT SERVICES
CUSTOMS
CLEARANCE
44
SGL GROUP SGL GROUP
SUSTAINABILITY
SUSTAINABILITY
STRATEGY
AND APPROACH
In 2022, the world confronted a host of multi-
faceted challenges, including Russia’s invasion of
Ukraine, an ensuing energy crisis, food insecurity
and a surge in devastating weather-related
incidents from climate change, most notably
the catastrophic flooding in Pakistan.
For SGL Group, these events served as powerful
catalysts. The need to decarbonise global supply
chains drives the development of our Low Carbon
Logistics solutions, while our Aid & Relief solutions
deliver vital humanitarian aid for the UN agencies,
NGOs and governments that we partner with.
These solutions are core to our everyday
business. As such, sustainability is a fundamental
strategic enabler of our growth and success,
equipping us to thrive in the face of the world’s
pressing challenges.
For our statutory report on social responsibility,
gender distribution, cf. FSA §99a, §99b, we refer
to our 2022 Sustainability Report, which can be
found via the following link: www.scangl.com/
investor/sustainability-report/
44
45
SGL GROUP SGL GROUP
SUSTAINABILITY
SUSTAINABILITY HIGHLIGHTS
SUSTAINABILITY HIGHLIGHTS
FOR SGLT HOLDING
INTRODUCTION
EMISSIONS REDUCTION
REDUCED SCOPE 3
EMISSIONS
INTENSITY
In 2022, we reduced our Scope 3 GHG
emissions intensity by 13% per gram

given that Scope 3 represents 99% of our
emissions.
CUSTOMERS
100+ MEETINGS
Held over 100 meetings with customers
to provide them with visibility on their
transport emissions and how to
reduce them by 50-100% through
our catalogue of Low Carbon
Logistics solutions.
DECARBONISATION
ELECTRIC TRUCKS
Committed to deploy 12 Scania electric
40-foot container trucks in ten countries
across Europe, the Middle East and Asia
Pacific to fast-track full electrification of
heavy container trucking.
DECARBONISATION
OCEAN BIOFUEL
Signed an agreement for a global solution
for ocean biofuel to offer our customers

containers.
CLIMATE ACTION
A- CDP SCORE
Achieved an A- in our first year of
disclosing to CDP, placing us within the
‘Leadership’ category which recognises
companies for implementing current best
practices on climate action.
PARTNERSHIPS
SUPPLY CHAIN
LEADERSHIP
Extended our partnership with the
Exponential Roadmap
Initiative to cut GHG
emissions from
transportation among
members by 50-100%
within a decade and to
help scale best practices
through the SME Climate Hub and
the UN Race to Zero campaign.
SUSTAINABILITY RATING
ECOVADIS RATING
Received a Silver Medal rating from
EcoVadis for the quality of our ESG efforts,
placing us within the
top 25% of companies
within our industry.
MEANINGFULNESS
ANNUAL
EMPLOYEE SURVEY
Achieved a score of 80% in our annual
employee Meaningfulness Questionnaire
(MQ), thereby meeting our 2025 target
three years ahead of schedule – a strong
result.
TRAINING
DEVELOPING
OUR PEOPLE
Trained 2,245 employees
who successfully completed
54,319 courses in the SGL Group Academy.
ESG DATA MANAGEMENT
PREPARING FOR
ESG REGULATIONS
Implemented the ESG platform from
Position Green to manage our ESG data
and prepare for compliance with the EU’s
CSRD and forthcoming ESG regulations in
the US, UK and other markets.
4
SGLT HOLDING
46
SGL GROUP SGL GROUP
OUR AMBITION AND APPROACH
As an asset-light freight forwarder, 99%
of SGL Group’s emissions come from the
ships, aircraft and trucks that are operated
by the carriers that SGL Group purchases
capacity from.
These emissions are part of SGL Group’s
Scope 3 emissions and represent the
transport-related Scope 3 emissions of our
customers that SGL Group is responsible
for.
Our climate targets are anchored in
science. In 2020, we were the first freight
forwarder in Denmark to commit to a 1.5°C
target.
Since submitting our science-based
target to the Science Based Targets
initiative (SBTi) in 2021, we have
undertaken significant acquisitions and
made improvements to the accuracy of
our emissions data. These events trigger
the requirement under the SBTi’s Target
Validation Protocol to retroactively
recalculate our base-year emissions to
ensure consistency.
As a result, we have recalculated our
emissions and in early 2023 re-submitted
our ten-year emissions reduction target to
the SBTi for validation, which we expect to
receive in Q2 2023:
• We commit to reducing absolute Scope
1 and 2 GHG emissions by 42% by 2030
from a 2021 base year.
• We commit to reducing Scope 3 GHG

tonne-kilometre by 2030 from a 2021
base year.
Through the Exponential Roadmap
Initiative, we also commit to reducing
GHG emissions across all Scopes 1, 2 and
3 by 50% before 2030 and every 10 years
towards net-zero emissions in 2050.
IMPLEMENTING THE TCFD
RECOMMENDATIONS
SGL Group implemented the
recommendations of the Task Force on
Climate-related Financial Disclosures
(TCFD) in 2021 which included a robust
climate scenario analysis.
The analysis determined that, due to SGL
Group’s asset-light business model and
strategy, none of the identified risks were
assessed as having a material financial
impact in the short-, medium- or long term
after mitigations were applied.
The analysis also confirmed that SGL
Group has revenue opportunities which
we are seeking to capture through our Low
Carbon Logistics solutions.
Climate-related risks are incorporated
along with other ESG risks into SGL Group’s
Enterprise Risk Management (ERM)
process, as well as into the ERM system.
More detail is available in our standalone
TCFD disclosure available on SGL Group’s
website.
LOW CARBON LOGISTICS SOLUTIONS
SGL Group’s strategy is focussed on
decarbonising the transport emissions in
our customers’ supply chains. In 2022, we
launched our catalogue of Low Carbon
Logistics solutions to drive this forward.
Backed by supplier and partner
agreements, the catalogue consists of six

50-100% through changes to transport
modes, switching to low emissions fuels
and optimising customers’ logistics setup.
The Low Carbon Logistics solutions are
the levers by which we will reach our Scope
3 science-based target by delivering up

by 2030, based on our current emissions
forecast.
CO2E REDUCTION PARTNERSHIPS
Given the complex nature of the
decarbonisation challenge, collaboration
across industries and supply chains is
essential to making progress.
During the year, we committed to deploy
12 Scania electric 40-foot container trucks
in ten countries across Europe, the Middle
East and Asia Pacific to fast-track full
electrification of heavy container trucking.
We signed an agreement for a global
CLIMATE CHANGE AND FOOTPRINT
(SDG 13 & SDG 17)
ENVIRONMENT
47
SGL GROUP SGL GROUP
solution for ocean biofuel to offer our

freight for their containers.
We also extended our partnership with
the Exponential Roadmap Initiative (ERI)
and joined the World Economic Forum’s
Supply Chain and Transport Industries
community.
TAKING RESPONSIBILITY FOR
OUR OWN FOOTPRINT
We are committed to taking responsibility
for our own environmental footprint and
to decoupling our emissions from our
growth.
During 2022 we signed an agreement
with Air France KLM to reduce emissions
from our business travel by using
Sustainable Aviation Fuel (SAF). We
also implemented Position Green’s ESG
platform to manage our ESG data and
prepare for compliance with the EU’s
Corporate Sustainability Reporting
Directive (CSRD) and forthcoming ESG
regulations in the US, UK and other
markets.
EMISSIONS PERFORMANCE IN 2022
We reduced our Scope 3 GHG emissions

kilometre in 2022 – a strong result. This was
driven largely by customers switching their
logistics away from Air to Ocean
and Sea-Air solutions, both of which have
significantly lower emissions intensity than
Air.
Our absolute Scope 1 emissions
decreased due to better data quality and
improved methodology. Our absolute
Scope 2 emissions increased due to
company growth and employee increase
of 34%.
We are committed to reducing our
absolute emissions from Scope 1 and 2,
and will continue to invest in PPAs, energy
management systems, using solar cells,
decarbonising our vehicles and other

warehouses.
ENVIRONMENT
47
48
SOCIETY
SUPPORTING AID & RELIEF (SDG 17)
OUR AMBITION AND APPROACH
SGL Group is a leading provider of complex
humanitarian logistics solutions for UN
agencies and NGOs.
Each year, our solutions support
humanitarian programmes that deliver
life-saving relief and supplies to millions
of people in need. They represent SGL
Group’s most significant form of positive
impact on society.
With the demand for aid and relief
operations anticipated to rise to address
the humanitarian consequences of climate
change, we are committed to enhancing
our capabilities to support the agencies,
NGOs and governments that we partner
with, aligning with our support for SDG 17.
Our ambition is to continue to be a leading
provider in humanitarian logistics services.
In early 2022, the COVID-19 vaccine
distribution for COVAX came to a close,
marking the end of the largest vaccine
supply operation in history. SGL Group
played a significant role in the effort,
delivering the majority of the 1.5 billion
vaccines supplied by COVAX to low-
income nations.
AID & RELIEF PROJECTS
SGL Group’s Aid & Relief team continued
to support our partners with humanitarian
projects around the world in 2022,
including in Ukraine, Pakistan and Haiti.
In 2023, we will continue to invest in
our capabilities by extending our global
footprint with expansion in East Africa and
Ukraine, enabling us to move closer to the
local supply chain within the humanitarian
sector.
SGL GROUP
49
PEOPLE
OUR GREATEST SOURCE OF VALUE
OUR AMBITION AND APPROACH
Developing our people and supporting a
consistent understanding of SGL Group’s
culture, operating procedures and
compliance framework are essential to
realising our growth strategy.
Over the last year, our workforce has
grown 34% through organic growth and
acquisitions. To integrate newly acquired
businesses and harness our full capabilities,
we are building a unique culture within
the transport and logistics industry and
investing in our people, processes and
systems.
We focus on providing our people
with meaningful work and opportunities
through employee engagement and
development, on creating diverse and
inclusive workplaces where everyone can
succeed, and on ensuring the health and
safety of those workplaces.
CREATING A MEANINGFUL
WORKPLACE
Each year we monitor our progress
through our global employee
Meaningfulness Questionnaire (MQ) which
gathers feedback on the extent to which
our employees find it meaningful to work
at SGL Group.
In 2022, we recorded an MQ-score of
80%, achieving our 2025 target score of
80% three years ahead of schedule – a
strong result.
DEVELOPING OUR PEOPLE
We continued our strong emphasis on
employee development and improving
our capabilities through our online
learning centre, the SGL Group Academy.
During 2022, a total of 2,245 employees
participated in training, successfully
completing 54,319 courses.
IMPROVING OUR SYSTEMS
SGL Group’s new HR system continued
to be rolled out to all newly acquired
businesses in 2022. In each location, the
system has been tailored to fit local needs
and employment laws.
DIVERSITY AND INCLUSION
In 2022, we appointed a new VP of Global
People, Leadership and Culture to drive
our progress in this area and implement
strategies that align with our Diversity and
Inclusion Policy introduced in 2021.
During the year, SGL Group maintained
its commitment to a more gender-diverse
workforce in a traditionally male industry,
with a ratio of 53% male and 47% female
employees across our global organisation –
the same as in 2021. The ratio of women in
managerial roles declined slightly to 34%
in 2022 (2021: 37%), dropping just below
our target of 35%, due largely to growth
through acquisitions.
BOARD DIVERSITY
The Board of Directors of SGL Group
comprises five male directors of Danish
nationality. Unfortunately, the company
was unable to meet its gender diversity
objective for 2022, as a qualified female
candidate for a Board position could not
be identified. SGL Group aims to appoint a
female director during 2023.
HEALTH AND SAFETY
As an asset-light freight forwarder, SGL
Group is less exposed to safety issues than
our peers which operate fleets of trucks,
vessels and aircraft. In 2022, SGL Group’s
safety performance, as measured by Lost
Time Incident Frequency, improved to 1.19.
During the year, the Industrial Projects
division continued to roll out the ISO
45001 Occupational Safety & Health
Management System and invested in its
HSE Management system.
COVID-19 RESPONSE
In 2022, SGL Group continued to
maintain business continuity across
our offices and warehouses during the
COVID-19 pandemic, and to follow local
requirements and guidelines to ensure
the safety and health of our employees
and stakeholders in all the countries we
operate in.
SGL GROUP
SGL GROUP
50
51
SGL GROUP
INTEGRITY ACROSS OUR VALUE CHAIN
OUR AMBITION AND APPROACH
At SGL Group, we conduct our business
with integrity in all our operations
and comply with all relevant laws and
regulations in every region and country
where we operate.
Our approach to compliance is based
on SGL Group’s virtues, Code of Conduct,
and Supplier Code of Conduct, as well as
specific policies on topics such as anti-
corruption, data protection, IT security, and
insider regulations. In 2022, we developed
a standalone Human Rights Policy, building
on the human rights provisions in our
Code of Conduct and Supplier Code of
Conduct. Together, these policies assist our
employees and suppliers in making ethical
decisions.
Our policies can be found on SGL
Group’s website.
1
Risks related to business integrity and
compliance are considered as part of SGL
Group’s Enterprise Risk Management
(ERM) process and registered in the ERM
system.
PROGRESS IN 2022
In 2022, SGL Group strengthened its
compliance efforts by adding resources
to its global legal team, introducing new
policies such as a General Compliance
Policy and Sanctions Policy, and
conducting a risk assessment across all
departments and global support functions.
ESG and quality considerations were
also included in our M&A due diligence
process.
To reinforce compliance, SGL Group
provides mandatory training for
employees through our online Academy
courses. During 2022, 2,245 employees
were trained on our Code of Conduct
Policy, 2,240 were trained on the Anti-
Corruption Policy and 2,061 were trained
on the Information Security Policy.
THE EU TAXONOMY FOR
SUSTAINABLE ACTIVITIES
On 19 December 2022 the EU Commission
published draft guidance
2
which indicates
that SGL Group should include turnover
which stems from activities performed
by a subcontractor as eligible, when that
turnover is recognized by SGL Group under
IFRS 15.
SGL Group has not been able to conduct
a complete assessment of activities based
on the draft guidance. This is due to the
late publication of this draft guidance, and
the fact that it is still in draft.
We have considered how the draft
guidance would affect our reporting. Our
preliminary conclusion is that a material
share of our turnover in 2022 would be
eligible under the activities “6.2 Freight rail
transport”, “6.6 Freight transport services
by road” and “6.10 Sea and coastal freight
water transport, vessels for port operations
and auxiliary activities”.
During 2023, we will follow the
development regarding the draft
guidance, and we will begin to prepare
our reporting in accordance with the draft
guidance going forward.
CONTINUING OUR ESG MOMENTUM
IN 2023
In 2023, SGL Group will double-down on
switching customers to our Low Carbon
Logistics solutions, thereby helping to
decarbonise their supply chains and to
reduce our own Scope 3 emissions.
We will also continue to collaborate
closely with our customers and with
industry partnerships such as the
Exponential Roadmap Initiative and the
sub-group 1.5°C Supply Chain Leaders.
We expect to have our ten-year
emissions reduction target validated in
Q2 2023 by the SBTi.
Following this, we aim to submit a long-
term target for validation and complete
the requirements for a science-based net-
zero target, in line with the SBTi’s new Net-
Zero Standard.
1) https://www.scangl.com/about/policies/
RESPONSIBLE BUSINESS
2) Draft Commission notice on interpretation and implementation of certain legal provisions of the Disclosures
Delegated Act under Article 8 of EU Taxonomy Regulation (19 December 2022)
52
SGL GROUP SGL GROUP
GOVERNANCE
CORPORATE GOVERNANCE
AND OWNERSHIP
SGL International A/S is owned directly by
Scan (UK) Midco Limited, and the ultimate
owner is SGLT Holding I LP.
BOARD OF DIRECTORS
The Board of Directors consists of
the following members:
Henrik von Sydow, Chairman
Allan Dyrgaard Melgaard
Claes Brønsgaard Pedersen
Jørgen Agerbro Jessen
Thomas Thellufsen Nørgaard
The main responsibilities of the Board of
Directors are outlined below:
PROVIDE DIRECTION FOR
THE ORGANISATION
The Board has a strategic function in
providing the organisation’s vision,
mission and goals. These are determined
in cooperation with the Executive
Management of SGL Group.
DEVELOP A GOVERNANCE AND
APPROVAL SYSTEM
The governance and approval system
includes Board and Management
interaction and clearly outlines the
CEO’s authority. The Board of Directors
periodically interacts with the Executive
Management at board meetings, which
typically occur 4 times per year. In between
board meetings, the Board of Directors
is updated through e-mails and phone
conferences as required.
MONITORING AND SUPERVISORY
The Board of Directors has a monitoring
and supervisory function and receives
a monthly report outlining the financial
results and current state of affairs of SGL
Group.
AUDIT COMMITTEE
An audit committee has been established
and comprises six members; Matthew
Bates (Chairman), Henrik von Sydow, Tom
Gartland, Alan Wilkinson, John Cozzi and
Rachel Kumar.
The Audit Committee primarily assists
the Board of Directors in various areas,
53
SGL GROUP SGL GROUP
including the following main tasks:
• Monitor internal accounting and
financial control systems, IT systems and
the integrity of the Company’s financial
reports.
• Monitor compliance with legislation,
standards and regulations worldwide.
• Monitor auditor independence,
including the provision of non-audit
services and reporting, and facilitate the
auditor selection process.
The Audit Committee also conducts
ongoing assessments of the Company’s
financial and business risks and potential
cases.
53
54
SGL GROUP SGL GROUP
GOVERNANCE
CORPORATE GOVERNANCE
AND OWNERSHIP
HENRIK VON SYDOW
Scan Global Logistics A/S, Chairman
SGL International A/S, Chairman
SGL Road ApS, Board member
CityCity Technologies Europe AB
New to the World Sweden AB
Gustav von Sydow AB
Axel von Sydow AB
Burt AB
ALLAN DYRGAARD MELGAARD
Scan Global Logistics A/S, Global CEO &
Board member
Scan Global Logistics Greenland ApS, CEO
SGL International A/S, CEO &
Board member
SGL Fulfillment & Distribution A/S,
Chairman
SGL Road ApS, Board member
SGL Express A/S, Board member
Trust Forwarding A/S, Chairman
WB Invest ApS, Board member
LMT ApS, CEO
Ejendomsselskabet Langenbach ApS,
CEO & Chairman
Other board positions of the members of the Board of Directors are:
54
55
SGL GROUP SGL GROUP
CORPORATE GOVERNANCE
AND OWNERSHIP
CLAES BRØNSGAARD PEDERSEN
Scan Global Logistics A/S, Vice Chairman
Scan Global Logistics Greenland ApS, CFO
SGL International A/S, CFO &
Board member
SGL Fulfillment & Distribution A/S,
Vice Chairman
SGL Road ApS, Vice Chairman
SGL Express A/S, Vice Chairman
Trust Forwarding A/S, Board member
JAFC Holding ApS, CEO
JØRGEN AGERBRO JESSEN
Scan Global Logistics A/S, Board member
SGL International A/S, Board member
SGL Fulfillment & Distribution A/S,
Board member
SGL Express A/S, Board member
PS Invest ApS, Director
Saack Invest ApS, Director
C. Jessen Invest ApS, Director
Guldægget ApS, Board member
Ejendomsselskabet Langenbach ApS,
Director & Board member
Strandby Kirkevej Invest ApS, Director
Flair Invest ApS, CEO
CPC ApS, CEO
Danske Speditører
Danske Luftfragtspeditørers Forening
THOMAS THELLUFSEN NØRGAARD
Scan Global Logistics A/S, Board member
SGL International A/S, Board member
SGL Road ApS, Board member
SGL Express A/S, Board member
Thell Con ApS, CEO
SGL Fulfillment & Distribution A/S,
Board member
Ejendomsselskabet Langenbach ApS,
Board member
GOVERNANCE
RISK MANAGEMENT
COMMERCIAL RISKS
The fluctuations in freight rates caused by
a change in supply and demand on crucial
trade lanes such as Asia to Europe could
represent the most significant short-term
operating risk, as carrier cost is the largest
single cost item for SGL Group. As a result,
contracts with carriers constantly need to
be balanced against customer contracts.
The industry is characterised by short-term
agreements, eliminating much of the risk.
Furthermore, longer-term contracts nor-
mally offer the possibility to agree back-
to-back with the carriers, further balancing
the risk.
Other risks are clerical errors, such as the
wrongful release of cargo against customer
instructions and accepting liability outside
of normal scope or standard trading con-
ditions.
GLOBAL ECONOMIC CONDITIONS
A lengthy economic downturn, a decline
in the gross domestic product growth-
rate, world import and export levels, and
other geopolitical events could adversely
affect the global transportation industry
and trigger a decrease in demand for SGL
Group’s services.
During 2020-2022, SGL Group has
continuously proven that being an agile
freight forwarder has turned an unpre-
dictable market into many opportunities,
resulting in a strong financial performance.
RISKS RELATED TO
IT INFRASTRUCTURE
SGL Group depends on information
technology to manage critical business
processes, including administrative and
financial functions. SGL Group uses IT
systems for internal and external purposes
concerning its customers and
suppliers. Extensive downtime of network
servers, attacks by IT viruses or other
disruptions or failures of information
technology systems are possible and could
negatively affect SGL Group’s operations.
RISKS RELATING TO SGL GROUP’S
OPERATIONS IN EMERGING MARKETS
SGL Group’s Aid & Relief department has
operations and customers worldwide,
including several emerging markets.
These markets are subject to more
significant political, economic and social
uncertainties. The risk of loss resulting
from changes in law, economic or social
upheaval and other factors may be
substantial. Among the more significant
risks of operating and investing in
emerging markets are those arising
from the introducing trade restrictions,
enforcing foreign exchange restrictions
and changes in tax laws and enforcement
mechanisms. SGL Group constantly
monitors and follows any development to
mitigate any possible risks.
SGL Group has taken out liability
insurance to meet any loss resulting from
damage to customers’ goods, errors and
omissions.
INTERNAL CONTROL AND
RISK MANAGEMENT SYSTEMS
CONCERNING FINANCIAL REPORTING
The Board of Directors and the
Executive Management have the overall
responsibility of risk management and
internal controls in relation to financial
reporting. In addition, the Board of
Directors has established an Audit
Committee with six members to support
the oversight function regarding risk
management, financial reporting and
compliance.
The organisational structure and the
internal guidelines, laws and other rules
applicable to SGL Group form the control
environment.
Management regularly assesses SGL
Group’s organisational structure and
staffing and establishes and approves
overall policies, procedures and controls
concerning financial reporting.
Management has a particular focus on
procedures and internal controls within
the following areas and accounting items,
which ensure that the financial reporting is
made on a reassuring basis:
• Revenue recognition of freight service
contracts and projects
• Assessment of work in progress
• Trade receivables – management
of credit
SGL GROUP
56
57
SGL GROUP
• Assessment of recognition of
business combinations/purchase
price allocation
• Assessment of impairment
of intangible assets
SGL Group has established a formal
group reporting process, including
monthly reporting, with budget control,
performance assessment and fulfillment of
agreed targets etc.
INTERNAL CONTROL AND
RISK MANAGEMENT SYSTEMS
CONCERNING BUSINESS RISKS
Management assesses business risks in
connection with the annual review and
approval of the strategic plan.
In connection with the risk assessment,
Management, if needed, also considers the
policies approved by the Board of Directors
regarding finance and insurance for SGL
Group.
SGL Group’s risk management, including
internal controls with financial reporting, is
designed to effectively minimise the risk of
errors and lack of information.
DATA ETHICS
For SGL Group, data ethics goes beyond
compliance with data privacy laws, as data
is an essential asset of our business. Our
daily operations are based on a detailed
security policy based on our virtues
‘Respect’ and ‘Integrity’. We have high
standards for collecting and using the data:
• We set high standards for ourselves
in collecting data from our assets and
other sources
• We set high demands for our partners
to provide data
• We refrain from extensive data
collection that may be characterised as
data-driven surveillance
See the link to our data ethics policy
prepared in accordance with the Danish
Financial Statements Act, sections 99d at
scangl.com/about/policies/
TRADE REGULATIONS
Managing risks associated with trade
regulations is crucial for a business such
as SGL Group, operating on a global scale.
SGL Group has adopted relevant policies in
order to stay compliant with international
trade regulations, such as sanctions and
embargoes. Screening of customers,
contractors and other relevant business
partners are performed against various
sanction lists.
To mitigate the inherent risk of
incompliance with such regulation, SGL
Group conducts regular employee training
and has adopted sufficient procedures
through the Sanctions and Compliance
policy anchored in Group General
Counsel. Failure to manage sanctions
risks may result in financial penalties, and
commercial and reputational damage.
CLIMATE
Managing climate change and the inherent
risk it entails for SGL Group is essential.
In general, society and governments
stress the need for emission reduction
and sustainable solutions, why a freight
forwarding business as SGL Group needs
to identify and assess how to mitigate the
risks and contribute to sustainability in our
industry.
Management continuously monitors
how climate changes may impact our
operation and enhance a more resilient
business model, especially as our
customers demand significantly more
sustainable freight forwarding solutions to
comply with their emission targets.
Management does not assess a
significant impact from climate change on
our assets.
scangl.com/about/policies/
CONSOLIDATED
FINANCIAL STATEMENTS
SGL GROUP
CONTENTS
Income statement 59
Statement of other
Comprehensive income 59
Balance sheet 60
Statement of cash flows 61
Statement of changes in equity 62
Section 1:
Basis of preparation
1.1 General accounting policies 63
1.2 Significant accounting
estimates and judgements 65
Section 2:
Result for the year
2.1 Segment information 66
2.2 Revenue 68
2.3 Cost of operation 70
2.4 Staff cost 71
2.5 Special items, net 72
Section 3:
Operating assets and liabilities
3.1 Intangible assets 74
3.2 Property, plant and equipment 79
3.3 Net working capital 82
Section 4:
Capital structure and financial items
4.1 Financial items 84
4.2 Financial risk management 85
Section 5:
Other areas
5.1 Audit fees 89
5.2 Tax 90
5.3 Business combinations 93
5.4 Contingent liabilities and
other financial obligations 98
5.5 Related parties 100
5.6 Subsequent events 104
5.7 Financial definitions 105
58
SGL GROUP
SGL GROUP
INCOME STATEMENT STATEMENT OF OTHER
COMPREHENSIVE INCOME
DKKm Notes 2022 2021
Profit/loss for the year 442 159
Items that will be reclassified to income
statement when certain conditions are met:
Exchange rate adjustment -103 -2
Reclassified to income statement - -
Other comprehensive income, net of tax -103 -2
Total comprehensive income for the year 339 157
Total comprehensive income for
the year attributable to
Owners of the Parent Company 334 159
Non-controlling interests 5 -2
Total 339 157
DKKm Notes 2022 2021
Revenue 2.1, 2.2 17,832 10,339
Cost of operation 2.3 -15,343 -8,842
Gross profit 2,489 1,497
Other external expenses -230 -144
Staff costs 2.4 -1,053 -727
Earnings before Interest, Tax, Depreciation,
Amortisation (EBITDA) and special items 1,206 626
Amortisation and depreciation 3.1, 3.2 -318 -209
Operating profit (EBIT) before special items 888 417
Special items, net 2.5 -86 -73
Operating profit (EBIT) 802 344
Financial income 4.1 177 99
Financial expenses 4.1 -361 -238
Profit/loss before tax 618 205
Income tax for the year 5.2 -176 -46
Profit/loss for the year 442 159
Total income for the year attributable to
Owners of the Parent Company 437 161
Non-controlling interests 5 -2
Total 442 159
CONSOLIDATED FINANCIAL STATEMENTS
59
SGL GROUP
BALANCE SHEET
DKKm Notes 2022 2021
ASSETS
Intangible assets 3.1 2,006 1,961
Property, plant and equipment 3.2 289 251
Receivables from related parties 4.2, 5.5 848 798
Other receivables 4.2 39 22
Deferred tax asset 5.2 55 3
Total non-current assets 3,237 3,035
Trade receivables 3.3 2,027 2,319
Contract assets 3.3 51 41
Receivables from related parties 4.2, 5.5 653 788
Tax receivables 5.2 9 9
Other receivables 4.2 19 8
Prepayments 48 43
Cash and cash equivalents 4.2 1,950 520
Total current assets 4,757 3,728
Total assets 7,994 6,763
DKKm Notes 2022 2021
EQUITY AND LIABILITIES
Share capital 1 1
Share premium - 228
Currency translation reserve -133 -30
Retained earnings 1,313 648
Equity attributable to Parent Company 1,181 847
Non-controlling interests 6 1
Total equity 1,187 848
Borrowings 4.2 3,976 3,359
Lease liabilities 4.2 121 111
Deferred tax liability 5.2 123 108
Other payables 4.2 102 64
Total non-current liabilities 4,322 3,642
Trade payables 837 1,149
Accrued trade expenses 777 448
Current tax liabilities 5.2 164 68
Lease liabilities 4.2 119 109
Payable to related parties 5.5 191 150
Deferred income 3.3 54 1
Other payables 4.2 343 348
Total current liabilities 2,485 2,273
Total liabilities 6,807 5,915
Total equity and liabilities 7,994 6,763
CONSOLIDATED FINANCIAL STATEMENTS
60
SGL GROUP
DKKm Notes 2022 2021
Capital increase - 225
Investments in deposits -10 -8
Loans to group companies - -100
Repayment of loan from related entities 1 -
Proceeds from issuing bonds 4.2 557 1,527
Redemption of lease liabilities -125 -93
Cash flows from financing activities 423 1,551
Change in cash and cash equivalents 1,455 326
Cash and cash equivalents
Cash and cash equivalents beginning of year 520 187
Exchange rate adjustment of cash and cash equivalents -25 7
Change in cash and cash equivalents 1,455 326
Cash and cash equivalents end of year 4.2 1,950 520
DKKm Notes 2022 2021
Profit for the year 442 159
Adjustment of non-cash items:
Income taxes in the income statement 176 46
Depreciation and amortisation 318 209
Financial income -177 -99
Financial expenses 361 238
Change in working capital 3.3 572 -1,191
Interest received 100 63
Interest paid -288 -185
Tax paid -82 -19
Cash flows from operating activities 1,422 -779
Purchase of software and other intangible assets -53 -46
Purchase of property, plant and equipment -41 -30
Earn-out paid - -2
Investments in group companies -296 -368
Cash flows from investing activities -390 -446
Free cash flow 1,032 -1,225
STATEMENT OF CASH FLOWS
CONSOLIDATED FINANCIAL STATEMENTS
61
SGL GROUP
On December 31, 2022, the share capital of SGL International A/S amounted to 5,008 shares with a nominal value of DKK 100 each.
During 2021, the authorised share capital was increased by DKK 100 by the issue of 1 share with a nominal value of DKK 100 with a share premium of DKK 225 million.
DKKm
Share Share Currency Retained Equity Non-Controlling Total
Capital Premium Translation Earnings Attributable to Interests Equity
2022 Reserve Parent Company
Equity at 1 January 1 228 -30 648 847 1 848
Profit/loss for the year - - - 437 437 5 442
Other comprehensive income, net of tax - - -103 - -103 - -103
Total comprehensive income, net of tax - - -103 437 334 5 339
Transfer of share premium - -228 - 228 - - -
Total transactions with owners - -228 - 228 - - -
Equity at 31 December 1 - -133 1,313 1,181 6 1,187
2021
Equity at 1 January 1 3 -31 487 460 6 466
Profit/loss for the year - - - 161 161 -2 159
Other comprehensive income, net of tax - - -2 - -2 - -2
Total comprehensive income, net of tax - - -2 161 159 -2 157
Transfer - - 3 - 3 -3 -
Capital increase by cash payment - 225 - - 225 - 225
Total transactions with owners - 225 3 - 228 -3 225
Equity at 31 December 1 228 -30 648 847 1 848
CONSOLIDATED FINANCIAL STATEMENTS
62
SGL GROUP
STATEMENT OF CHANGES IN EQUITY
Basis of presentation
The 2022 financial statements of SGL
Group have been prepared in accordance
with the International Financial Reporting
Standards (IFRS) as adopted by the Euro-
pean Union and additional disclosure
requirements applicable to enterprises
in accounting class D under the Danish
Financial Statements Act.
The financial statements of SGL Group
comprise the consolidated financial
statements of SGL International A/S
and its subsidiaries.
Changes to accounting standards
that were effective from 1 January 2022
and endorsed by the EU, have been
implemented without any material impact
on the financial statements.
Functional currency
SGL Group’s consolidated financial state-
ments are presented in Danish kroner
rounded to millions (DKKm), which is also
the Parent Company’s functional currency.
For each entity, SGL Group determines the
functional currency and items included in
the financial statements of each entity are
measured using that functional currency.
Materiality in financial reporting
Our focus is to present information that is
considered of material importance for our
stakeholders in a simple and structured
way. The disclosures that IFRS requires are
included in the annual report, unless the
information is considered of immaterial
importance to the users of the annual
report.
Consolidation
The consolidated financial statements
comprise the parent, SGL International
A/S, and entities controlled by the parent.
Control is presumed to exist when SGL
Group is exposed to or has rights to, vari-
able returns from its involvement with the
entity, SGL Group can affect those returns
through its power to direct the entity’s
activities.
The Consolidated Financial Statements
are prepared based on the Financial
Statements of all group enterprises
under the Group’s accounting policies
by combining accounting items of a
uniform nature. Elimination comprises
intercompany income and expenses,
unrealised intercompany profits and
losses, balances and shareholdings.
Comparative figures are not adjusted
for newly acquired, sold or wound-
up enterprises. Recently acquired or
sold subsidiaries are recognised in the
consolidated income statement for the
period the parent controls such entities.
Comparative figures are not restated for
recently acquired or sold entities.
Accounting items attributable to
group companies are recognised in full
in the consolidated financial statements.
Non-controlling interests’ share of group
companies’ profit or loss for the year and
equity is recognised as separate items in
the income statement and the statement
of changes in equity.
Foreign currency translation
Transactions denominated in foreign cur-
rencies are translated into the functional
currency at the transaction date exchange
rate.
Receivables, payables and other
monetary items denominated in foreign
currencies are translated into the
functional currency at the exchange rate
at the balance sheet date.
Realised and unrealised exchange
gains and losses are recognised in the
income statement as financial income and
expenses.
Cash flow statement
Cash flows from operating activities are
presented using the indirect method and
are made up of the profit for the year,
adjusted for non-cash operating items,
changes in working capital, paid and
received interests and paid income taxes.
New accounting regulations
IASB has issued a number of new stand-
ards and amendments yet to be in effect
or adopted by the EU and, therefore, not
relevant for the preparation of the 2022
consolidated financial statements. SGL
expects to implement these standards
when they take effect without significantly
impacting the financial statements once
implemented.
SECTION 1: BASIS OF PREPARATION
1.1 GENERAL ACCOUNTING POLICIES
CONSOLIDATED FINANCIAL STATEMENTS
63
SGL GROUP
iXBRL reporting
SGL has prepared and filed the annual
report in the European Single Electronic
Format (ESEF) as required.
The ESEF regulation entails that the
annual report is drawn up and disclosed
using XHTML format and that primary
statements and notes are block tagged
using the inline eXtensible Business
Reporting Language (iXBRL). The iXBRL
tags comply with the ESEF taxonomy. In
cases where a financial statement line item
is not defined in the ESEF taxonomy, an
extension to the taxonomy is created.
The annual report submitted to the
Danish Financial Supervisory Authority
consists of the XHTML document and
specific technical files, all included in a ZIP
file named SGL-2022-12-31-en.
Alternative Performance Measures
(APM)
To describe our financial performance and
position, SGL discloses specific financial
measures not defined according to IFRS
throughout the Annual Report to describe
our financial performance and position.
The most commonly used APMs are:
• EBITDA before special items
• EBITDA before special items, excluding
IFRS 16
• Operating profit (EBIT) before special
items
• Net interest-bearing debt (NIBD)
• Net working capital
We disclose these alternative performance
measures (APM) as they are essential in
mananaging our business and achieving
our strategic goals. They ultimately pro-
vide valuable information to our stake-
holders and management for evaluating
and analysing our performance.
The financial measures should not
be considered as a replacement for
performance measures defined under IFRS
but rather as supplementary information.
The APMs are non-IFRS financial
measures defined and calculated by the
Group and thus may not be comparable
with measures provided by peers or other
companies.
Refer to note 2.5 for further disclosure
of Special items. Our definitions of the
financial measures are included in note 7.3
‘Financial Definitions’.
SECTION 1: BASIS OF PREPARATION
1.1 GENERAL ACCOUNTING POLICIES,
CONT.
CONSOLIDATED FINANCIAL STATEMENTS
64
SGL GROUP
SECTION 1: BASIS OF PREPARATION
1.2 SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS
The preparation of SGL Group’s con-
solidated financial statements requires
Management to make judgements, esti-
mates and assumptions that affect the
reported revenues, expenses, assets and
liabilities, the accompanying disclosures,
and the disclosure of contingent liabili-
ties. Uncertainty about these assumptions
and estimates could result in outcomes
that require a material adjustment to the
carrying amount of assets or liabilities
affected in future periods.
The accounting estimates and
judgments deemed by Management
significant for the preparation and
understanding of the consolidated
financial statements are listed below.
Revenue recognition
Revenue is recognised over time when ser-
vices are delivered to customers. Judge-
ments are applied when determining the
stage of completion. Refer to note 2.2 for
more detail.
Valuation of goodwill
Goodwill is not subject to amortisation
but is tested annually for impairment.
Assessing expected future cash flows and
setting discount rates involves estimating
based on approved forecasts and market
data. Estimates are applied when esti-
mating the value of goodwill. Refer to
note 3.1 for more detail.
Valuation of deferred tax assets
The tax assets’ recoverability depends
on generating sufficient future taxable
income to utilise tax losses and other tax
assets. Assessing expected future cash
flows and setting discount rates involves
a level of estimation based on approved
forecasts and market data. Estimates are
applied when estimating the value of the
deferred tax assets. Refer to note 5.2 for
more detail.
Business combinations
Upon acquisition of companies, the
acquired company’s identifiable assets,
liabilities and contingent liabilities must be
recognised using the acquisition method
at fair value. Estimates are applied when
estimating the fair value of the good-
will, customer relations, trademarks,
other intangibles and receivables for the
acquired companies. Contingent consid-
eration is measured at fair value and any
subsequent changes to contingent con-
sideration are recognised in the income
statement within operating profit. Refer to
note 5.3 for more detail.
Climate-related risks
Management continously monitors cli-
mate-related risks. The climate-related
risks have been assessed where deemed
that they may impact the reported
amounts in preparing the consolidated
financial statements. Management has
assessed that climate-related risks did not
significantly impact our estimates and
judgements. Further, SGL is an asset-light
business, so Management assesses that cli-
mate changes have no significant impact
on impairment of assets, and neither is
climate changes expected to have a signii-
cant impact on the Group’s going concern
assessment. Refer to ‘Climate Risks’ in the
Risk Management section on page 56 .
CONSOLIDATED FINANCIAL STATEMENTS
65
SGL GROUP
REPORTABLE SEGMENTS
DKKm Air & Ocean Road Solution Total
2022
Net revenue 16,811 789 232 17,832
Cost of operation -14,519 -672 -152 -15,343
Gross profit 2,292 117 80 2,489
Other external expenses and staff costs -1,149 -97 -37 -1,283
Earnings before Interest, Tax, Depreciation,
Amortisation (EBITDA) and special items 1,143 20 43 1,206
Depreciation and amortisation -318
Operating profit (EBIT) before special items 888
Special items -86
Operating profit (EBIT) 802
2021
Net revenue 9,418 701 220 10,339
Cost of operation -8,081 -609 -152 -8,842
Gross profit 1,337 92 68 1,497
Other external expenses and staff costs -758 -81 -32 -871
Earnings before Interest, Tax, Depreciation,
Amortisation (EBITDA) and special items 579 11 36 626
Depreciation and amortisation -209
Operating profit (EBIT) before special items 417
Special items -73
Operating profit (EBIT) 344
SECTION 2: RESULT FOR THE YEAR
2.1 SEGMENT INFORMATION
The reportable segments are determined
based on the operational and manage-
ment structure of SGL Group and reflect
the types of services SGL Group provides.
The segment reporting is prepared in line
with the SGL Group’s internal manage-
ment and reporting structure.
CONSOLIDATED FINANCIAL STATEMENTS
66
SGL GROUP
GEOGRAPHICAL INFORMATION
DKKm Net revenue Non-current assets
less tax assets
2022 2021 2022 2021
Denmark 7,788 4,988 1,807 1,781
Sweden 1,435 1,338 238 285
China 2,131 1,044 281 122
Other countries 6,478 2,969 856 844
Total 17,832 10,339 3,182 3,032
SECTION 2: RESULT FOR THE YEAR
2.1 SEGMENT INFORMATION,
CONT.
ACCOUNTING POLICIES
Business segments
The operations are organised into three
reportable segments (Air & Ocean, Road
and Solution) that form the segment
reporting.
The core business of SGL Group is
within the Air & Ocean segment. In
contrast, the Road and Solution activities
are relatively small in a Group context and
are primarily within a limited geographic
area (Europe). The specific project
business of SGL Group is also reported
within the Air & Ocean segments.
Segment information
The segment information is based on the
operational and management structure
of SGL Group and reflects the types of
services SGL Group provides. The segment
reporting is prepared in line with the
SGL Group’s internal management and
reporting structure.
Air & Ocean services
Air & Ocean services comprise air- and
ocean freight logistics facilitating trans-
portation of goods globally. This includes
special projects departments (Aid & Relief
transports, special transportations of cars,
handling on- & offshore transportation,
expedited critical moves, vessel- & special-
ised tonnage charter and barge services,
heavy lift and crane installation, port ser-
vices, onsite inspection as well as inland-
and final mile haulage etc.).
A typical Air or Ocean shipment would
include services rendered at origin, such
as pick-up and delivery to port, freight
services from origin to destination port
and destination services, such as customs
clearance and final delivery.
Road services
Road services comprise road freight logis-
tics facilitating transportation of goods by
road networks within Europe.
Solution services
For Solutions, the services performed are
related to customer contracts for ware-
house and distribution activities, whereby
services performed are storage, handling
and distribution.
Measurement of earnings by segment
The business segments are measured and
reported down to EBITDA before special
items, which aligns with reporting to man-
agement. Segment performance is meas-
ured consistently with the profit or loss in
the consolidated income statement.
CONSOLIDATED FINANCIAL STATEMENTS
67
SGL GROUP
REVENUE GEOGRAPHICAL AND SEGMENT
DKKm EMEA APAC AMERICAS TOTAL
2022 2021 2022 2021 2022 2021 2022 2021
Air & Ocean 11,766 7,257 4,453 2,114 592 47 16,811 9,418
Road 789 701 - - - - 789 701
Solution 212 201 - - 20 19 232 220
Total 12,767 8,159 4,453 2,114 612 66 17,832 10,339
REVENUE SPECIFIED
DKKm 2022 2021
Sale of services 17,832 10,339
Total 17,832 10,339
Geographical segments
SGL Group has operations in more than 40
countries worldwide. The operations are
divided into three geographical regions:
• EMEA: Europe, Middle East and Africa
• APAC: Asia and the Pacific
• Americas: North and South America
Revenue is allocated to the geographical
areas according to the country in which
the individual consolidated entity is based,
and regional assets are based on the geo-
graphical location of the assets.
Major customers
No single customer represents more than
10% of SGL Group’s total revenue.
SECTION 2: RESULT FOR THE YEAR
2.2 REVENUE
68
SGL GROUP
CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTING POLICIES
Revenue from freight forwarding services
is recognised in accordance with the over-
time recognition principle. Most freight
forwarding services and related services
are characterised by short delivery times,
except for ocean services, which usually
take longer due to the nature of the trans-
port service.
Revenue comprises freight forwarding
services, contract logistics and other
related services delivered in the financial
year.
Revenue from services delivered is
recognised in accordance with the over-
time recognition principles following the
satisfaction of various milestones as the
performance obligation is fulfilled towards
the customer. The primary services
comprise Air, Ocean, Road and Solutions
services, described in note 2.1.
Revenue generated within the Air
& Ocean and Road activities typically
comprise services such as pick-up, delivery
to port, freight and destination services
e.g., customs clearance.
These services are considered to represent
one single performance obligation satis-
fied over time. Measurement of the ful-
fillment of the performance obligation is
based on on the status of the shipment by
carriers. Revenue from Solution activities
is mainly related to contracts comprising
warehousing and distribution services.
These services represent a series of distinct
services, considered to be one single per-
formance obligation. Revenue is recog-
nised as the services are rendered.
Contract assets are recorded for
unbilled work in progress, whereas
amounts received for not yet completed
services are presented as contract
liabilities.
Revenue from services delivered is
measured at fair value net of VAT, all types
of discounts/rebates granted, and net of
other indirect taxes charged on behalf of
third parties.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Revenue from service is recognised
with reference to the stage of com-
pletion determined as the time
elapsed at the reporting date and
the total expected time to render the
service contracts.
Consequently, judgements are
applied when determining the stage
of completion for shipments.
Although Management believes
the assumptions made to measure
revenue and contract assets, possible
unforeseeable changes in these
assumptions may result in revenue
and contract assets changes in
subsequent periods.
SECTION 2: RESULT FOR THE YEAR
2.2 REVENUE, CONT.
69
SGL GROUP
CONSOLIDATED FINANCIAL STATEMENTS
DKKm 2022 2021
Cost related to provision of freight services 15,175 8,674
Staff costs 103 85
Other operation costs 65 83
Total cost of operation 15,343 8,842
ACCOUNTING POLICIES
Cost of operation comprises costs incurred
to generate the revenue for the year. The
cost of operations includes the settlement
with shipping companies, airlines and
haulage contractors, etc., and wages and
salaries relating to own staff, used to fulfill
customer contracts.
SECTION 2: RESULT FOR THE YEAR
2.3 COST OF OPERATION
CONSOLIDATED FINANCIAL STATEMENTS
70
SGL GROUP
DKKm 2022 2021
Staff cost
Wages and salaries 1,027 688
Pensions 90 43
Other social security costs 96 103
Total gross staff costs 1,213 834
Transferred to cost of operation -103 -85
Transferred to special items -57 -22
Total staff costs 1,053 727
Remuneration to Key Management Personnel:
Wages 18 10
Pension 1 1
Total 19 11
Number of full-time employees at 31 December 2,642 1,913
ACCOUNTING POLICIES
Staff costs comprise salaries, wages, pen-
sions and social security costs except staff
costs recognised under costs of operation
and special items. Staff costs are recog-
nised in the year SGL Group’s employees
performed the related work.
Key management personnel are defined
as Executive Management.
SECTION 2: RESULT FOR THE YEAR
2.4 STAFF COST
CONSOLIDATED FINANCIAL STATEMENTS
71
SGL GROUP
DKKm 2022 2021
M&A activities, greenfield activities and other
transaction-specific costs -77 -55
COVID-19 activities and net of compensations received - -3
Restructuring and other costs -9 -15
Total -86 -73
ACCOUNTING POLICIES
Special items are recognised in connection
with presenting the consolidated income
statement for the year to separate items
by their nature, which is unrelated to SGL
Group’s primary business activity. A sepa-
ration of these items improves the under-
standing of the performance for the year.
The use of special items entails manage-
ment judgement in the separation from
ordinary items. Management carefully
considers individual items and projects
(including restructurings) to ensure the
correct distinction between operating
activities and income/expenses of special
nature.
Special items comprise of:
• Restructuring costs, impairment costs,
etc., relating to fundamental structural,
procedural and managerial reorgani-
sations as well as any related gains or
losses on disposals
• Transaction and restructuring costs
relating to the acquisition and divest-
ment of enterprises.
In 2022, the M&A activities comprised
costs related to the acquisition of Sea Air
Logistics, Gelders Forwarding and Trust
Forwarding, and M&A related bonuses.
Greenfield activities during the year
primarily relate to activities in United Arab
Emirates, and Sri Lanka.
Activities caused by COVID-19, are
mainly to compensation schemes and
lease costs for idle facilities. These costs
have decreased from 2021 to 2022 due to
the development of the pandemic.
SECTION 2: RESULT FOR THE YEAR
2.5 SPECIAL ITEMS, NET
CONSOLIDATED FINANCIAL STATEMENTS
72
SGL GROUP
SPECIAL ITEMS BRIDGE
DKKm 2022 2021
Income Special Adjusted Income Special Adjusted
statement items income statement items income
statement statement
Revenue 17,832 - 17,832 10,339 - 10,339
Cost of operation -15,343 -6 -15,349 -8,842 -15 -8,857
Gross profit 2,489 -6 2,483 1,497 -15 1,482
Other external expenses -230 -23 -253 -144 -36 -180
Staff costs -1,053 -57 -1,110 -727 -22 -749
Earnings before Interest, Tax, Depreciation,
Amortisation (EBITDA) and special items 1,206 -86 1,120 626 -73 553
Amortisation and depreciation -318 - -318 -209 - -209
Operating profit (EBIT) before special items 888 -86 802 417 -73 344
Special items, net -86 86 - -73 73 -
Operating profit (EBIT) 802 - 802 344 - 344
Financial income 177 - 177 99 - 99
Financial expenses -361 - -361 -238 - -238
Profit/loss before tax 618 - 618 205 - 205
SECTION 2: RESULT FOR THE YEAR
2.5 SPECIAL ITEMS, NET, CONT.
CONSOLIDATED FINANCIAL STATEMENTS
73
SGL GROUP
Intangible assets have mainly increased
due to the acquisitions made during the
year and comprise of Sea Air Logistics,
Gelders Forwarding and Trust Forwarding.
For further description, ref. to note 5.3
Business combinations.
INTANGIBLE ASSETS
DKKm 2022
Goodwill Customer Trademarks Other Software Software under Total
relations development
Cost at 1 January 1,328 695 65 2 152 - 2,242
Exchange rate adjustment -28 -15 -1 1 -1 - -44
Transfer - - - - 7 -7 -
Additions - - - - 19 34 53
Additions from acquisitions 45 155 - - 1 - 201
Cost at 31 December 1,345 835 64 3 178 27
2,452
Amortisation at 1 January - 190 31 0 60 - 281
Exchange rate adjustment - -4 -1 1 0 - -4
Amortisation - 98 12 1 58 - 169
Amortisation at 31 December - 284 42 2 118
-
446
Carrying amount at 31 December 1,345 551 22 1 60 27
2,006
Amortisation period 3-12 years 1-10 years 1-3 years 3 years
CONSOLIDATED FINANCIAL STATEMENTS
74
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.1 INTANGIBLE ASSETS
DKKm 2021
Goodwill Customer Trademarks Other Software Total
relations
Cost at 1 January 1,059 412 60 7 113 1,651
Exchange rate adjustment 13 4 - - -1 16
Additions - - - - 45 45
Additions from acquisitions 256 280 8 - 1 545
Disposals - -1 -3 -5 -6 -15
Cost at 31 December 1,328 695 65 2 152 2,242
Amortisation at 1 January - 133 27 5 35 200
Exchange rate adjustment - -1 - - - -1
Amortisation - 59 7 - 26 92
Disposals - -1 -3 -5 -1 -10
Amortisation at 31 December - 190 31 - 60 281
Carrying amount at 31 December 1,328 505 34 2 92 1,961
Amortisation period 5-12 years 3-10 years 3-10 years 3 years
CONSOLIDATED FINANCIAL STATEMENTS
75
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.1 INTANGIBLE ASSETS,
CONT.
ACCOUNTING POLICIES
Goodwill
Goodwill arising from business combi-
nations is recognised and is stated as the
difference between the consideration
paid and the fair value of the identified
net assets. Goodwill is not amortised but
tested for impairment if there are indi-
cations of impairment, or at least once a
year.
Customer relations
Customer relations arising from business
combinations are recognised at fair value
at acquisition. When indications of impair-
ment are identified, customer relations are
tested for impairment.
Trademarks and other intangible assets
Trademarks and other intangible assets
arising from business combinations are
recognised at fair value at acquisition.
When indications of impairment are iden-
tified, trademarks and other intangible
assets are tested for impairment.
Software
Software includes acquired intangible
rights and measured at initial recognition
at cost. Software acquired separately or
developed for internal use is subsequently
measured at cost less any accumulated
amortisation and impairment losses.
Costs related to the development of
software are calculated as external costs,
staff costs, amortisation and depreciation
directly attributable to the development
of the software. After commissioning,
software is amortised on a straight-line
basis over the expected useful life.
Gains or losses arising from the derecog-
nition of an intangible asset are measured
as the difference between the net disposal
proceeds and the asset’s carrying amount.
Gains or losses are recognised in the
income statement when the asset is derec-
ognised.
GOODWILL, CUSTOMER RELATIONS, TRADEMARKS
AND OTHER INTANGIBLE ASSETS SPLIT BY SEGMENT
DKKm 2022 2021
Air & Ocean 1,874 1,821
Road 40 44
Solution 5 4
Total 1,919 1,869
CONSOLIDATED FINANCIAL STATEMENTS
76
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.1 INTANGIBLE ASSETS,
CONT.
CONSOLIDATED FINANCIAL STATEMENTS
77
SGL GROUP
ACCOUNTING ESTIMATES AND JUDGEMENTS
The carrying amount of goodwill is tested
for impairment at least once a year.
The tests are conducted for each
cash-generating unit (CGU) to which
the goodwill is allocated. As goodwill is
allocated to SGL Group’s activity, it follows
the structure of the segment information
in note 2.1.
Impairment is determined for goodwill
by assessing the recoverable amount of
each CGU to which the goodwill relates.
When the recoverable amount of the CGU
is less than its carrying amount, an impair-
ment loss is recognised.
In assessing the recoverable amount,
the estimated future cash flows are
discounted to their present value using
a pre-tax discount rate. The discount
rate used in the impairment test is
the weighted average cost of capital
(WACC), which comprise current market
assumptions for the cost of equity and cost
of debt. The discount rate is calculated
for each CGU and reflecting the related
risks, such as geographical and financial
exposure.
In connection with the impairment
tests, Management estimates, e.g.,
revenue development, gross profit,
operating margin, WACC and growth
rate in the terminal period. The estimates
are made per business segment and
are determined based on historical
experience and assumptions about the
future development within each segment,
including the expected long-term average
market growth rates.
For impairment purposes, other costs
below the segment result (Gross profit)
are allocated to the reportable segment
based on their relative share of the profit
contribution in SGL Group.
Impairment test
Goodwill, customer relations, trademarks
and other intangible assets were tested
for impairment on 31 December 2022. The
basis for the calculation is the budget 2023
and the strategy plan 2024-2027.
A discounted cash flow model (DCF)
has been used to determine the recover-
able amount per business segment on a
value-in-use basis.
The 4-year strategy plan covers each
focus area, where assumptions have been
applied related to growth in expected
volumes and the expectation of the market
development. Furthermore, new and
potential contract wins have been factored
into the plan affecting several business
segments and companies within the Group.
The impairment test did not result in
any impairment of the carrying amount
of goodwill allocated to each business
segment. In that connection, a sensitivity
analysis was performed to assess whether
changes in key assumptions would have
led to any impairment losses being
recognised. The analysis showed that
potential probable changes in the future
cash flow would not indicate a need for an
impairment of goodwill.
In 2022, Management estimated that likely
changes to the key assumptions would not
result in the carrying amount of goodwill
exceeding the recoverable amount.
The most significant assumptions for
the impairment are:
• The following WACC has been applied
in the calculation of the different seg-
ments
• Air & Ocean: 11.6%
• Road: 11.2%
• Solution: 12.4%
• The basis for the calculation is the
budget 2023 and the strategy plan for
the years 2024-2027.
• An expectation has been applied in the
terminal period, in which SGL Group is
anticipated to grow with the expected
annual market growth of 2%.
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.1 INTANGIBLE ASSETS,
CONT.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Significant factors relevant for the future
net cash flow for the segments:
Air & Ocean
The Air & Ocean segment operates glob-
ally, which means that the global eco-
nomic and world trade impact the future
cash flow. Gross profit per consignment,
including utilisation, cost management
initiatives and development in internal
productivity, will also affect the cash flow.
Road
The Road segment mainly operates in
Europe, so the future cash flow is affected
primarily by the growth rates in European
countries. Gross profit per consignment,
including utilisation, cost management
initiatives and development in internal
productivity, will also affect the cash flow.
Solution
The solution segment mainly operates
in Denmark, so the future cash flow is
affected primarily by the growth rates in
Denmark. The development in lease cost
and other costs related to services pro-
vided, including utilisation of warehouse
facilities, cost management initiatives and
development in internal productivity will
also affect the cash flow.
Other non-current intangible assets,
property, plant and equipment
The carrying amount of other non-current
assets is tested for impairment when an
indication of impairment is identified. Such
assets are futher tested as part of the CGU
which the asset forms part of.
The recoverable amount is the higher
of the fair value of the assets less the
expected costs of sale and the value in use.
Where an impairment loss is recognised
on a group of assets, a loss must first be
allocated to goodwill and then to the
other assets proportionally.
Sensitivity analysis
We see no indications of impairment
based on the key assumptions listed
above. The assumptions applied in the
impairment test are not sensitive to prob-
able fluctuations, which would result in an
impairment loss, neither combined nor
individually.
IMPAIRMENT TESTS
KEY ASSUMPTIONS
Forecast Terminal Pre-tax
gross profit period discount
growth rate growth rate
2022
Air & Ocean 10% 2% 11.6%
Road 15% 2% 11.2%
Solution 4% 2% 12.4%
2021
Air & Ocean 10% 2% 11.3%
Road 15% 2% 11.3%
Solution 1% 2% 11.3%
CONSOLIDATED FINANCIAL STATEMENTS
78
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.1 INTANGIBLE ASSETS,
CONT.
PROPERTY, PLANT AND EQUIPMENT
DKKm Land and Plant and Fixtures, tools, Assets under 2022
buildings Machinery fittings and construction
equipment Total
Cost at 1 January 309 129 44 8 490
Adjustment 27 - - - 27
Transfer - - 7 -7 -
Exchange rate adjustment -6 -3 2 - -7
Additions 85 16 20 7 128
Additions from acquisitions 50 2 6 - 58
Disposals -59 -13 -1 - -73
Revaluation increase 12 1 - - 13
Cost at 31 December 418 132 78 8 636
Depreciation at 1 January 146 70 23 - 239
Adjustment 27 - - - 27
Exchange rate adjustment -3 -1 1 - -3
Depreciation 104 30 15 - 149
Disposals -53 -12 -0 - -65
Depreciation at 31 December 221 87 39 - 347
Carrying amount at 31 December 197 45 39 8 289
Right-of-use assets included
at 31 December
Depreciation 102 22 1 - 125
Carrying amount at 31 December 189 37 1 - 227
Depreciation period 5 years 3-5 years 3-10 years
Land and Plant and Fixtures, tools, Assets under 2021
buildings Machinery fittings and construction
equipment Total
255 98 32 - 385
- - - - -
- - - - -
-1 - 1 - -
19 30 8 8 65
25 1 5 - 31
- - -2 - -2
11 - - - 11
309 129 44 8 490
71 36 16 - 123
- - - - -
- - - - -
75 34 8 - 117
- - -1 - -1
146 70 23 - 239
163 59 21 8 251
73 22 - - 95
160 45 1 - 206
5 years 3-5 years 3-10 years
CONSOLIDATED FINANCIAL STATEMENTS
79
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.2 PROPERTY, PLANT AND EQUIPMENT
ACCOUNTING POLICIES
Items of property, plant and equipment
are measured at cost less accumulated
depreciation and impairment losses. Cost
includes the acquisition price and costs
directly related to the acquisition until the
time at which the asset is ready for use.
When significant parts of property,
plant and equipment must be replaced
at intervals, SGL Group depreciates them
separately based on their specific useful
lives. Likewise, when a major inspection
is performed, its cost is recognised in
the carrying amount of the plant and
equipment as a replacement if the
recognition criteria are satisfied. All
other repair and maintenance costs are
recognised in the income statement as
incurred.
The depreciation basis is the cost minus
residual value.
Depreciation is provided on a straight-line
basis over each asset’s expected useful life
on cost price minus residual value.
An item of property, plant and
equipment, and any significant part
initially recognised is derecognised upon
disposal, or when no future economic
benefits are expected from its use or
disposal. Any gain or loss arising on
derecognition of the asset, calculated as
the difference between the net disposal
proceeds and the carrying amount of the
asset, is included in the income statement
when the asset is derecognised.
Right-of-use Assets
Whether a contract contains a lease is
assessed at contract inception. For identi-
fied leases, a right-of-use asset and corre-
sponding lease liability are recognised on
the lease commencement date.
Upon initial recognition, the right-
of-use-asset is measured at a cost
corresponding to the lease liability
recognised, adjusted for any lease
prepayments or directly related costs,
including dismantling and restoration
costs. The lease liability is measured at
the present value of lease payments of
the leasing period discounted using the
interest rate implicit in the lease contract.
In cases where the implicit interest rate
cannot be determined, an appropriate
incremental borrowing rate is used.
Extension options are only included in
determining the lease period if reasonably
certain they will be utilised.
At subsequent measurement, the right-
of-use-asset is measured less accumulated
depreciation and impairment losses and
adjusted for any remeasurements of the
lease liability.
Depreciation is carried out following
the straight-line method over the lease
term or the useful life of the right-of-use-
asset, whichever is shortest. The lease lia-
bility is measured at amortised cost using
the effective interest method and adjusted
for any remeasurements or modifications
made to the contract.
Extension options are only included
in the lease term if a lease extension
is reasonably certain. The majority of
extension and termination options held
are exercisable only by the Group and not
by the respective lessor.
CONSOLIDATED FINANCIAL STATEMENTS
80
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.2 PROPERTY, PLANT AND EQUIPMENT,
CONT.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates are made in assessing the useful
lives of items of property, plant and equip-
ment that determine the period over
which the depreciable amount of the asset
is expensed to the income statement. The
depreciable amount of an item of prop-
erty, plant and equipment is a function of
the asset’s cost or carrying amount and
its residual value. Estimates are made to
assess the amount that the Group can
recover at the end of the useful life of an
asset. An annual review is performed to
assess the appropriateness of the depre-
ciation method, useful life and residual
values of items of property, plant and
equipment.
ACCOUNTING POLICIES
Right-of-use assets and lease liabilities are
not recognised for low-value lease assets
or leases with a lease term of 12 months or
less. These are recognised as an expense
on a straight-line basis over the lease term.
Any service elements separable from the
lease contract are also accounted for fol-
lowing the same principle.
Right-of-use-assets classified as land and
buildings mainly relate to leases of offices
and warehouses. In contrast, assets rec-
ognised as other assets mainly relate to
trailers, trucks, company cars and forklifts
leases.
During the year, additions for right-of-use-
assets excluding acquisitions amounted to
DKK 94 million (2021: DKK 35 million).
For disclosure of the interest expenses,
cash flow and lease liabilities, refer to note
4.2.
AMOUNTS RECOGNISED
IN THE INCOME STATEMENT
DKKm 2022 2021
Interest costs relating
to lease liabilities 17 17
Short-term lease costs 0 1
Low-value lease costs 0 0
CONSOLIDATED FINANCIAL STATEMENTS
81
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.2 PROPERTY, PLANT AND EQUIPMENT,
CONT.
TRADE RECEIVABLES AND CONTRACT ASSETS
DKKm 2022 2021
Trade receivables before provision
for expected losses 2,071 2,340
Contract assets 51 41
Provision for expected credit losses -44 -21
Net trade receivables and
contract assets 2,078 2,360
WRITE-DOWNS
DKKm 2022 2021
Write-downs 1 January 21 19
Additions for the year 29 10
Additions from acquisitions 3 0
Reversals -7 -7
Write-downs realised -2 -1
Write-downs 31 December 44 21
CHANGE IN NET WORKING CAPITAL
DKKm 2022 2021
NWC Opening
Trade Receivables
Other Receivables
Trade Payables
Contract Assets / Liabilities
and Accrued Trade Expenses
Other Liabilities
NWC Closing, excl. Additions
from Acquisitions
Additions from Acquisitions
NWC as at 31 Dec.
900
2022 2021
0 0
11
-584
366
-378
-124
191
21
212
-6
-3
1,531
-430
-271
17
839
61
900
The change in net working capital items includes non-cash movements and exchange rate adjustments
which amounted to DKK -116 million (2021: -285 million).
*Trade receivables and payables include transactions with related parties which are considered part of the group’s ordinary operation.
*
*
CONSOLIDATED FINANCIAL STATEMENTS
82
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.3 NET WORKING CAPITAL
TRADE RECEIVABLES AND CONTRACT ASSETS
DKKm 2022 2021
Not overdue 1,657 2,032
Overdue 1-30 days 247 239
Overdue 31-60 days 82 44
Overdue 61-90 days 28 21
Overdue more than 90 days 108 45
Gross trade receivables and
contract assets 2,122 2,381
ACCOUNTING POLICIES
Trade receivables
Trade receivables are amounts due from
customers for services performed in the
ordinary course of business. Trade receiv-
ables are generally due for settlement
within 30-90 days and are therefore all
classified as current. Trade receivables
are recognised initially at the amount of
consideration that is unconditional. Trade
receivables are recognised as services
delivered are invoiced to the customer
and not adjusted for any financing com-
ponents as credit terms are short, and
the financing component, therefore
insignificant. SGL Group holds the trade
receivables to collect the contractual cash
flows and therefore measures them subse-
quently at amortised cost using the effec-
tive interest method.
Where services delivered have yet to be
invoiced, and invoices on services received
from haulers have still to be received, con-
tract assets and accrued cost of services
are recognised at the reporting date.
SGL Group applies the IFRS 9 simplified
approach to measuring expected credit
losses. To measure the expected credit
losses, trade receivables have been
grouped based on the days past due.
Contract assets, -liabilities and accrued
trade expenses
Contract assets, -liabilities and accrued
trade expenses include accrued revenue
and accrued expenses from freight for-
warding services, contract logistics and
other related services in progress as of 31
December. Amounts received for services
that are not yet completed are presented
as deferred income.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Expected losses are based on a calculation,
including several parameters, for example,
the number of days overdue adjusted for
significant negative developments in cer-
tain geographical areas.
The financial uncertainty associated with
the provision for expected losses is usually
considered limited. However, if a custom-
er’s ability to pay were to deteriorate in
the future, further write-downs may be
necessary.
CONSOLIDATED FINANCIAL STATEMENTS
83
SGL GROUP
SECTION 3: OPERATING ASSETS AND LIABILITIES
3.3 NET WORKING CAPITAL
DKKm 2022 2021
Financial income
Interest income 5 -
Financial income from related parties 119 69
Exchange rate gains 53 30
Total 177 99
Financial expenses
Interest expenses -17 -18
Lease interest expenses -17 -17
Bond interest expenses -298 -192
Amortisation of capitalised loan costs -15 -11
Other financial expenses -14 -
Total -361 -238
Net Financial Items -184 -139
ACCOUNTING POLICIES
Financial income and expenses are rec-
ognised in the income statement at
the amounts that relate to the financial
reporting period.
The items comprise interest income and
expenses, financial expenses relating to
finance leases, exchange gains and losses
and amortisation of financial assets and
liabilities.
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.1 FINANCIAL ITEMS
CONSOLIDATED FINANCIAL STATEMENTS
84
SGL GROUP
LIQUIDITY RESERVE
DKKm 2022 2021
Cash and
cash equivalents 1,950 520
Credit facilities 415 405
Liquidity reserve 2,365 925
CONSOLIDATED FINANCIAL STATEMENTS
85
SGL GROUP
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.2 FINANCIAL RISK MANAGEMENT
SGL Group’s policy for managing
financial risks
Managing financial risks is an inherent
part of SGL Group’s operating activities
due to its international operations.
SGL Group is exposed to a number of
financial risks, so monitoring and control
of financial risks are important for SGL.
Management has assessed the following
as SGL Group’s key financial risks.
Liquidity risk
Regularly, the Executive Management
assesses whether SGL Group has an ade-
quate capital structure, just as the Board
of Directors periodically evaluates whether
SGL Group’s capital structure is in line with
the best interests of the SGL Group and
its stakeholders. Management assesses
whether the current capital structure is
sufficient to support SGL Group’s stra-
tegic plans. Our current credit facilities
will expiry in 2023 but the facilities are
expected to be extended.
SGL International A/S has issued senior
secured and subordinated unsecured
floating- and fixed-rate bonds in an
aggregate of EUR 538 million (DKK 4,006
million) within a total framework of EUR
705 million (DKK 5,243 million). The
bonds are used to finance acquisitions,
for general corporate purposes, and to
repay some of the debt under our existing
bonds.
Please see note 5.4 for a description of
pledges.
Specific terms and conditions apply
for the issued bonds regarding negative
pledge, redemption and change of
control. Interest is paid quarterly, and the
bond debt matures in 2024 and 2025. The
bonds are listed on Nasdaq Stockholm
and Börse Frankfurt.
CHANGES TO FINANCIAL LIABILITIES
DKKm 2022
Maturity Effective Carrying Cashflow Business Foreign Additions Transfers Other Carrying
interest rate amount combinations exchange amount
1 January effect 31 December
Bond debt
Issued bonds, EUR 250 million 2024 3m EURIBOR + 6.75% 1,859 - - 1 - - - 1,860
Hereof bonds held by SGL Group 2024 3m EURIBOR + 6.75% -430 - - - - - - -430
Issued bonds, EUR 300 million 2025 7.75% 1,673 557 - 1 - - - 2,231
Issued bonds, EUR 40 million 2025 11.50% 297 - - - - 48 - 345
Capitalised loan costs -40 - - 1 -6 - 15 -30
Net bond debt 3,359 557 - 3 -6 48 15 3,976
Payable bond interest 57 -256 - - 306 -48 - 59
Lease liabilities* 220 -125 51 -5 94 - 5 240
Total 3,636 176 51 -2 394 - 20 4,275
2021
Bond debt
Issued bonds, EUR 250 million 2024 3m EURIBOR + 6.75% 1,860 - - -1 - - - 1,859
Hereof bonds held by SGL Group 2024 3m EURIBOR + 6.75% - -430 - - - - - -430
Issued bonds, EUR 225 million 2025 7.75% - 1,673 - - - - - 1,673
Issued bonds, EUR 40 million 2025 11.50% - 297 - - - - - 297
Capitalised loan costs - -27 -13 - - - - - -40
Net bond debt 1,833 1,527 - -1 - - - 3,359
Payable bond interest - -155 - - 212 - - 57
Lease liabilities* 244 -93 25 0 35 - 9 220
Total 2,077 1,279 25 -1 247 - 9 3,636
* Paid interest expenses related to lease payments amounted to DKK 18 million (2021: DKK 17 million). Total cash flows from leases amounted to DKK 143 million (2021: DKK 110 million)
Non-cash change
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.2 FINANCIAL RISK MANAGEMENT,
CONT.
CONSOLIDATED FINANCIAL STATEMENTS
86
SGL GROUP
Credit risk
Credit risk is when a counterparty will
not meet its obligations under a financial
instrument or customer contract, leading
to a financial loss. The Group is exposed
to credit risk from its operating activities,
primarily trade receivables, and from its
financing activities, including deposits
with banks and financial institutions (to
the extent the balance is in surplus of the
Group). Furthermore, loans to Transgroup
Global Inc., foreign exchange transactions
and other financial instruments expose
the group to credit risk.
The Group has established procedures
for handling credit risk and actively
monitors and limits risks and losses
on receivables. Historically, losses on
receivables are at a low level. We refer
to note 3.3 regarding credit quality and
impairment losses on trade receivables.
Interest rate risk
Interest rate risk is when the risk that the
fair value or future cash flows of a finan-
cial instrument will fluctuate because of
changes in market interest rates. The most
significant interest rate risk relates to bond
debt. If variable interest rates increase
by 1% it would result in higher interest
income of DKK 5 million annually.
Foreign currency risk
Foreign currency risk is the risk that the
fair value or future cash flows of an expo-
sure will fluctuate because of changes in
foreign exchange rates, primarily from
USD, EUR, SEK and RMB. SGL Group’s
exposure to the risk of changes in for-
eign exchange rates relates primarily to
SGL Group’s operating activities (when
revenue or expense is denominated in
a foreign currency) and SGL Group’s net
investments in foreign subsidiaries. The
main currencies for revenue and costs are
USD, EUR, RMB, DKK and SEK. SGL Group
manages its foreign currency risk on an
ongoing basis.
The sensitivity analysis shows
the impact to net profit and other
comprehensive income on the assumption
of changes to the Group’s most significant
currencies towards DKK with all other
variables remain constant.
Fair value hierarchy
SGL Group has no financial instruments
measured at fair value based on level 1
input (quoted active market prices). Assets
and liabilities other than the categories
mentioned below are recognised with
a carrying amount that is a reasonable
approximation of its fair value.
Borrowings
Borrowings mainly comprise bonds issued
with a net amount of EUR 538m (DKK
4,006 million) and measured at amortised
cost.
The fair value of net issued bonds on
31 December 2022 was DKK 3,911 mil-
lion (2021: DKK 3,474 million) based on
quoted bond rates at Börse Frankfurt.
Other payables
Earn-out related to the acquisition of
Orbis is measured at fair value and classi-
fied as other payables. On 31 December
2022, the fair value amounted to DKK 60
million (2021: DKK 41 million) based on
expected EBITDA in the earn-out period
for 2022 to 2024 using a WACC of 11.5%
(2021: 11.5%).
CURRENCY RISK - SENSITIVITY ANALYSIS
DKKm 2022 2021
Other Other
Net profit Comprehensive Net profit comprehensive
Currency Change for the year income for the year income
USD 10% 155 - 139 -
EUR 1% -28 - -30 -
SEK 10% 10 - 25 -
RMB 10% -16 - -41 -
GBP 10% 5 - 7 -
CONSOLIDATED FINANCIAL STATEMENTS
87
SGL GROUP
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.2 FINANCIAL RISK MANAGEMENT,
CONT.
FINANCIAL ASSETS AND LIABILITIES
DKKm 2022
Maturity of cash flows
Total Fair Carrying
ASSETS < 1 year 1-5 years > 5 year cash flows value amount
Trade receivables 2,027 - - 2,027 2,027 2,027
Contract assets 51 - - 51 51 51
Other receivables 19 39 - 58 58 58
Receivables from related parties 740 986 - 1,726 1,501 1,501
Cash 1,950 - - 1,950 1,950 1,950
Amortised costs 4,787 1,025 - 5,812 5,587 5,587
Total financial assets 4,787 1,025 - 5,812 5,587 5,587
LIABILITIES
Borrowings 237 5,321 - 5,617 3,911 3,976
Lease liabilities 123 136 4 263 240 240
Trade payables 837 - - 837 837 837
Accrued trade expenses 777 - - 777 777 777
Payables to related parties 191 - - 191 191 191
Other payables 343 42 - 385 385 385
Amortised costs 2,508
5,499
4 8,011 6,341 6,406
Earn-out - 71 - 71 60 60
Fair value through profit or loss -
71
- 71 60 60
Total financial liabilities 2,508 5,570 4 8,082 6,401 6,466
2021
Maturity of cash flows
Total Fair Carrying
< 1 year 1-5 years > 5 year cash flows value amount
2,319 - - 2,319 2,319 2,319
41 - - 41 41 41
8 22 - 30 30 30
880 928 - 1,808 1,586 1,586
520 - - 520 520 520
3,768 950 - 4,718 4,496 4,496
3,768 950 - 4,718 4,496 4,496
169 3,994 - 4,163 3,474 3,359
121 177 9 307 220 220
1,149 - - 1,149 1,149 1,149
448 - - 448 448 448
150 - - 150 150 150
348 23 - 371 371 371
2,385 4,194 9 6,588 5,812 5,697
- 41 - 41 41 41
- 41 - 41 41 41
2,385 4,235 9 6,629 5,853 5,738
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.2 FINANCIAL RISK MANAGEMENT,
CONT.
CONSOLIDATED FINANCIAL STATEMENTS
88
SGL GROUP
DKKm 2022 2021
Fee to the auditors
appointed at the
general meeting
Statutory audit 6 5
Other assurance services - -
Tax and VAT services - -
Other services 4 5
Total 10 10
SECTION 5: OTHER AREAS
5.1 AUDIT
FEES
ACCOUNTING POLICIES
Financial liabilities are recognised on
the loan issuance equal to the proceeds
received net of transaction costs incurred.
Interest-bearing debt is subsequently
measured at amortised cost, using the
effective interest rate method.
Borrowing costs, including capital
losses, are recognised as financing costs in
the income statement over the loan term.
Other liabilities are measured at net
realisable value.
Trade receivables, trade payables and
other receivables and payables pertaining
to operating activities are considered
to have a carrying amount that is an
approximation of fair value.
The financial assets are classified
based on the contractual cash flow
characteristics of the financial asset as well
as our intention with the financial asset
according to our business model.
If cash flows from a financial asset are
solely payments of principal and interests
the classification is either:
- Amortised cost, for financial assets,
where the objective is to hold the finan-
cial asset to collect the contractual cash
flows
- Fair value through profit/loss, for other
financial assets.
No hedge accounting is recognised.
All changes in financial instruments are
recognised as financial income or finan-
cial expenses in the income statement.
SGL Group’s foreign currency risk mainly
relates to USD, EUR, SEK and RMB and
the exposure towards these currencies is
described above.
CONSOLIDATED FINANCIAL STATEMENTS
89
SGL GROUP
SECTION 4: CAPITAL STRUCTURE AND FINANCIAL ITEMS
4.2 FINANCIAL RISK
MANAGEMENT, CONT.
DEFERRED TAX
DKKm 2022 2021
Net deferred tax 1 January -105 -48
Additions from acquisitions -26 -67
Deferred tax for the year 31 31
Adjustments deferred tax previous years 28 -20
Exchange rate adjustment 4 -1
Net deferred tax 31 December -68 -105
Deferred tax, by gross temporary differences:
Intangibles -115 -121
Tax losses carried forward 14 8
Other 33 8
Total -68 -105
Recognised in the balance sheet as:
Deferred tax assets 55 3
Deferred tax liabilities -123 -108
Total -68 -105
TAX FOR THE YEAR
DKKm 2022 2021
Current tax 228 79
Change in deferred tax -31 -31
Adjustments to tax,
prior years -21 -2
Total 176 46
CALCULATION OF EFFECTIVE TAX RATE
DKKm 2022 2021
Profit before tax 618 205
Tax applying the statutory Danish
corporate income tax rate 22% 136 22% 45
Effect of tax rates in other jurisdictions 2% 10 -0% -
Unrecognised tax assets 0% 1 1% 3
Tax-exempt income, less non-
deductible expenses 7% 45 18% 36
Adjustment for tax cost of previous years -3% -21 -1% -2
Other adjustments 0% - -1% -2
Total before unrecognised tax asset 28% 171 39% 80
Adjustment tax asset 0% 5 -17% -34
Total 28% 176 22% 46
CONSOLIDATED FINANCIAL STATEMENTS
90
SGL GROUP
SECTION 5: OTHER AREAS
5.2 TAX
ACCOUNTING POLICIES
Tax
Tax for the year consists of current tax
and changes in deferred tax for the year,
including adjustments to previous years.
The tax for the year is recognised in the
income statement unless the tax relates
directly to items included in other com-
prehensive income or equity.
Current income tax receivable and
payable is measured at the amount
expected to be recovered from or paid to
the taxation authorities.
Income taxes payable
Current tax payable and receivable is rec-
ognised in the balance sheet at the esti-
mated tax charge regarding the taxable
income for the year, adjusted for tax on
prior years’ taxable income and tax paid
on account.
Deferred tax
Deferred tax is measured using the bal-
ance sheet liability method on temporary
differences between the carrying amount
and the tax base of assets and liabilities at
the reporting date.
However, deferred tax is not recognised
on temporary differences relating to
goodwill, which is not deductible for
tax purposes and on other items where
temporary differences, apart from
business combinations, arise at the date of
acquisition without affecting either profit/
loss for the year or taxable income.
Deferred tax is measured according
to the taxation rules and rates in the
respective countries applicable at the
balance sheet date when the deferred tax
is expected to crystallise as the current tax.
Deferred tax assets are recognised at the
value at which they are expected to be
utilised, either through elimination against
tax on future earnings or a set-off against
deferred tax liabilities within the same
jurisdiction.
Deferred tax assets and deferred tax
liabilities are offset if a legally enforceable
right exists to set off current tax assets
against current tax liabilities. The deferred
taxes relate to the same taxable entity and
taxation authority.
Deferred tax is adjusted for the
elimination of unrealised intercompany
gains and losses.
CONSOLIDATED FINANCIAL STATEMENTS
91
SGL GROUP
SECTION 5: OTHER AREAS
5.2 TAX, CONT.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Deferred tax assets are recognised for
unused tax losses to the extent that it is
probable that taxable profit will be avail-
able against which the losses can be
utilised.
Significant Management judgment
is required to determine the amount of
deferred tax assets that can be recognised,
based on the likely timing and level of
future taxable profits and future tax
planning strategies.
The carrying amount of deferred tax
assets is reviewed at each reporting date.
Subsequently, it is reduced to the extent
that it is no longer probable that sufficient
taxable profit will be available to allow
all or part of the deferred tax asset to be
utilised.
Unrecognised deferred tax assets
are reassessed at each reporting date
and recognised to the extent that it has
become probable that future taxable
profits will allow the deferred tax assets to
be recovered.
Deferred tax assets, recognition and meas-
urement uncertainties
The recognition is because the tax losses
can be utilised against future earnings
within a period of 3-5 years. Therefore, the
uncertainty about recognition and meas-
urement of the deferred tax asset depend
on whether the future earnings can be
realised.
Deferred tax assets relating to the
Danish part of the Group have been
recognised to the extent management
expects to utilise these within a period
of 5 years.
The majority of deferred tax assets
related to tax losses for foreign entities
have not been recognised.
DKKm 2022 2021
–––––––––––––––––––––––––––––––––––––
Deferred tax assets
not recognised 14 16
at 31 December
CONSOLIDATED FINANCIAL STATEMENTS
92
SGL GROUP
SECTION 5: OTHER AREAS
5.2 TAX, CONT.
FAIR VALUE AT DATE OF ACQUISITION
DKKm 2022 2021
Sea Air Gelders Trust Other Total Total
ASSETS
Logistics Forwarding Forwarding
Other Intangible assets - - - 1 1 1
Property, plant and equipment 49 1 0 8 58 31
Trade receivables 67 23 18 12 120 337
Corporation tax - - - - - 16
Other receivables 8 8 1 4 21 1
Cash and cash equivalents 62 3 27 9 101 199
Total assets 186 35 46 34 301 585
LIABILITIES
Lease liability 43 - - 8 51 25
Borrowings - - - - - 1
Trade payables 48 21 3 12 84 231
Corporation tax 13 - - - 13 18
Other payables 7 1 9 11 28 46
Total liabilities 111 22 12 31 176 321
Aquired net assets 75 13 34 3 125 264
Goodwill - 30 5 2 37 256
Customer relations 119 18 9 9 155 280
Trademarks - - - - - 8
Deferred tax -20 -4 -2 - -26 -67
Fair Value of total net assets
acquirred
174 57 46 14 291 741
Cash consideration 174 57 46 14 291 567
Contingent consideration - - - - - 174
Fair Value of consideration
transferred
174 57 46 14 291 741
ACCOUNTING POLICIES
In accordance with IFRS 3, the
acquisition method is applied when
accounting for business combinations.
Acquirees are recognised in the
consolidated financial statements
from the date of acquisition. The date
of acquisition is the date when SGL
obtains control of the acquired activity.
Assets, liabilities and contingent
liabilities of the acquiree are measured
at fair value at the acquisition date
by applying appropriate valuation
methods. Identifiable intangibles are
recognised if they are separable or
arise from a contractual right. Deferred
tax is recognised for identifiable tax
benefits existing at the acquisition
date.
Contingent considerations
dep end ent on future events or
the performance of contractual
obligations (earn-outs) are also
recognised at fair value and form part
of the total consideration transferred.
Fair value changes in contingent
considerations are recognised in
the income statement until final
settlement.
The excess of the total consideration
transferred, the value of non-con-
trolling interests and the fair value of
any equity investments previously held
in the acquiree over the total identifi-
able net assets measured at fair value
are recognised as goodwill.
Transaction costs inherent from
the acquisition are recognised in the
income statement when incurred.
Management judgements
and estimates
When applying the acquisition method
of accounting, management judge-
ments and estimates are an integral
part of assessing fair values of several
assets and liabilities, as observable
market prices are typically unavailable.
It typically relates to determining
the present value of future uncertain
cash flows or assessing other events
in which the outcome is uncertain at
the date of acquisition. Significant
estimates are typically applied for
customer relationships, trademarks,
trade receivables and debt.
CONSOLIDATED FINANCIAL STATEMENTS
93
SECTION 5: OTHER AREAS
5.3 BUSINESS COMBINATIONS
On 29 June 2022, SGL Group, through
its wholly-owned subsidiary Scan Global
Logistics A/S, acquired 100% of shares in
the Hong Kong-based Sea-Air Logistics
(Hong Kong) Limited. With the acquisi-
tion, the Group strengthened its position
in Hong Kong, which strategically com-
plements our strong growth in profitable
niche markets and increased our global
presence in current SGL offerings. Closing
was on 5 July 2022. The acquisition price
for the activities was DKK 174 million,
financed through previously issued bonds.
The acquisition costs were approx. DKK 4
million.
Fair value of acquired net assets
The fair value of acquired net assets has
been identified and recognised. Net assets
and contingent assets and liabilities rec-
ognised at the reporting date are, to some
extent, still provisional. Adjustments may
be applied to these amounts for up to
twelve months from the acquisition date
in accordance with IFRS 3.
Earnings impact
During the 6 months after the acquisi-
tion date, Sea Air Logistics contributed
DKK 249 million to the Group’s revenue
and DKK 7 million to the Group’s profit
after tax. If the acquisition had occurred
on 1 January 2022, the Group’s consoli-
dated proforma revenue and profit after
tax would have amounted to approx.
DKK 18,533 million and DKK 496 million,
respectively.
Fair value measurement
Material net assets acquired for which
significant estimates have been applied
in the fair value assessment have been
recognised using the following valuation
techniques:
Customer relationships
Customer relationships have been meas-
ured using a multi-period excess earnings
model (MEEM), by which the present value
of future cash flows from recurring con-
tract customers expected to be retained
after the date of acquisition has been
valuated using a WACC of 11.6% as the dis-
count rate. In total, customer relationships
amounting to DKK 119 million have been
included in the opening balance.
The main input value drivers in the
MEEM model used are the estimated
future retention rate and net cash flow
of the acquired contract customer base.
These inputs have been estimated based
on Management’s professional judgement
from the acquired customer base analysis,
historical data, and general business
insight.
Trade receivables and payables
The fair value of trade receivables and
payables has been measured at the con-
tractual amount expected to be received
or paid. In addition, collectability has
been taken into consideration on trade
receivables. The amounts have not been
discounted, as maturity on trade receiva-
bles- and payables is generally very short,
and the discounted effect is therefore
immaterial.
Financial liabilities
Financial liabilities have been measured
at the present value of the repayable
amounts discounted using a represent-
ative SGL borrowing rate unless the
discount effect is insignificant. An SGL
borrowing rate has been applied as SGL
vouches for the acquired debt; hence the
credit enhancement of the Group has
been applied in the valuation.
ACQUISITIONS OF SEA-AIR LOGISTICS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
94
SGL GROUP
SECTION 5: OTHER AREAS
5.3 BUSINESS COMBINATIONS,
CONT.
On 1 July 2022, SGL Group, through its
wholly-owned subsidiary Scan Global
Logistics A/S, acquired Gelders For-
warding B.V., a well-established air and
ocean forwarder based in the Netherlands
with a strong footprint in the semicon-
ductor segment. With the acquisition, the
Group is increasing its market share signif-
icantly in the import market. Gelders For-
warding generates yearly revenue above
EUR 30 million.
The acquisition price was DKK 57
million. The acquisition was financed
through previously issued bonds. Closing
was on 1 July 2022. The activities were
consolidated in the Group’s financial
statements from that date. The acquisition
costs was approx. DKK 1 million.
Fair value of acquired net assets and
recognised goodwill
The fair value of acquired net assets has
been identified and goodwill has been
recognised. Net assets, goodwill, contin-
gent assets and liabilities recognised at
the reporting date are, to some extent still
provisional.
Adjustments may be applied to these
amounts for up to twelve months from the
acquisition date in accordance with IFRS 3.
Goodwill
Goodwill primarily relates to synergy
effects from integration with SGL Group’s
existing network. Goodwill is non-deduct-
ible for tax purposes. Goodwill amounts to
DKK 30 million.
Earnings impact
During the 6 months after the acquisition
date, Gelders Forwarding contributed
DKK 119 million to the Group’s revenue
and DKK 4 million to the Group’s profit
after tax. If the acquisition had occurred
on 1 January 2022, the Group’s consoli-
dated proforma revenue and profit after
tax would have amounted to approx.
DKK 18,061 million and DKK 451 million,
respectively.
Fair value measurement
Material net assets acquired for which
significant estimates have been applied
in the fair value assessment have been
recognised using the following valuation
techniques:
Customer relationships
Customer relationships have been meas-
ured using a multi-period excess earnings
model (MEEM), by which the present
value of future cash flows from recur-
ring contract customers expected to be
retained after the date of acquisition has
been valuated using a WACC of 9.9% as
the discount rate. In total, customer rela-
tionships amounting to DKK 18 million
have been included in the opening bal-
ance.
The main input value drivers in the MEEM
model used are the estimated future
retention rate and net cash flow of the
acquired contract customer base. These
inputs have been estimated based on
Management’s professional judgement
from the acquired customer base anal-
ysis, historical data, and general business
insight.
Trade receivables and payables
The fair value of trade receivables and
payables has been measured at the con-
tractual amount expected to be received
or paid. In addition, collectability has
been taken into consideration in trade
receivables. The amounts have not been
discounted, as maturity on trade receiva-
bles- and payables is generally very short
and the discounted effect is therefore
immaterial.
ACQUISITION OF GELDERS FORWARDING B.V.
CONSOLIDATED FINANCIAL STATEMENTS
95
SGL GROUP
SECTION 5: OTHER AREAS
5.3 BUSINESS COMBINATIONS,
CONT.
On 16 June 2022, the Group, through its
wholly-owned subsidiary Scan Global
Logistics A/S, acquired 100% of the
shares in the SAS-owned freight for-
warding companies Trust Forwarding
A/S, SAS Cargo Sweden and SAS Cargo
Norway. With the acquisition, the Group
strengthens its position within the Nordic
region. The closing of the transaction
was on 31 October 2022. The acquisition
price for the activities was DKK 46 million,
financed through previously issued bonds.
Fair value of acquired net assets and
recognised goodwill
The fair value of acquired net assets has
been identified and goodwill has been
recognised. Net assets, goodwill, contin-
gent assets and liabilities recognised at
the reporting date are, to some extent, still
provisional. Adjustments may be applied
to these amounts for up to twelve months
from the acquisition date in accordance
with IFRS 3.
Goodwill
Goodwill primary relates to synergy
effects from integration with SGL Group’s
existing network. Goodwill is non-deduct-
ible for tax purposes. Goodwill amounts to
DKK 5 million.
Earnings impact
During the 2 months after the acquisition
date, Trust contributed DKK 16 million to
the Group’s revenue and DKK 0 million to
the Group’s result after tax. If the acqui-
sition occurred on 1 January 2022, the
Group’s consolidated proforma revenue
and profit after tax would have amounted
to approx. DKK 17,946 million and DKK
440 million, respectively.
Fair value measurement
Material net assets acquired for which
significant estimates have been applied
in the fair value assessment have been
recognised using the following valuation
techniques:
Customer relationships
Customer relationships have been meas-
ured using a multi-period excess earnings
model (MEEM), by which the present value
of future cash flows from recurring con-
tract customers expected to be retained
after the date of acquisition has been
valuated using a WACC of 9.5% as the dis-
count rate. In total, customer relationships
amounting to DKK 9 million have been
included in the opening balance.
The main input value drivers in the MEEM
model used are the estimated future
retention rate and net cash flow of the
acquired contract customer base. These
inputs have been estimated based on
Management’s professional judgement
from the acquired customer base anal-
ysis, historical data, and general business
insight.
Trade receivables and payables
The fair value of trade receivables and
payables has been measured at the con-
tractual amount expected to be received
or paid. In addition, collectability has been
taken into consideration in trade receiv-
ables. The amounts have not been dis-
counted, as maturity on trade receivables
and payables is generally very short, and
the discounted effect is therefore imma-
terial.
SECTION 5: OTHER AREAS
5.3 BUSINESS COMBINATIONS,
CONT.
ACQUISITION OF TRUST FORWARDING A/S, SAS CARGO SWEDEN AB
AND SAS CARGO NORWAY AS
CONSOLIDATED FINANCIAL STATEMENTS
96
SGL GROUP
ACQUISITION OF
ADVECTION LOGISTICS KFT.
ACQUISITION OF AFL LOGISTICS GMBH AND
THE AMERICAN FREIGHT LINE SOUTHEAST INC.
On 7 July 2022, SGL Group, through
its wholly-owned subsidiary Scan Global
Logistics A/S, acquired 100 % of the shares
in Hungary-based Advection Logistics Kft.
Closing was on 7 July 2022. The acquisition
price for the activities was DKK 5 million,
financed through previously issued bonds.
On 16 June 2022, SGL Group, through
its wholly-owned subsidiary Scan Global
Logistics A/S, acquired AFL Logistics
GmbH, and through TransGroup Express
LLC, acquired the assets of American
Freight Line Southeast Inc., specialists
within Automotive Special Logistics
between EU and the US. The acquisition
price was DKK 5 million. The acquisition
was financed through previously issued
bonds. Closing was on 9 August 2022,
from which date the activities were con-
solidated in the Group’s financial state-
ments.
CONSOLIDATED FINANCIAL STATEMENTS
97
SGL GROUP
SECTION 5: OTHER AREAS
5.3 BUSINESS COMBINATIONS,
CONT.
SECURITY FOR LOANS
DKKm 2022 2021
As security for debt to credit institutions, for undrawn credit facilities, SGL Group has
pledged assets as collateral
Chattel mortgages 12 12
Floating charge 213 213
Total security 225 225
The above-mentioned securities relate to total assets in the company
Scan Global Logistics A/S.
As security for the bond debt, the Parent Company has pledged assets as collateral.
Bond debt at par 4,436 3,829
CONSOLIDATED FINANCIAL STATEMENTS
98
SGL GROUP
SECTION 5: OTHER AREAS
5.4 CONTINGENT LIABILITIES AND
OTHER FINANCIAL OBLIGATIONS
Bond debt is secured by equity interests
in the Parent Company and certain of the
Parent Company’s subsidiaries. The car-
rying amount of the pledged net assets
recognised comprises the Group’s consoli-
dated equity which amounted to DKK 1,181
million as of 31 December 2022.
Additionally, group companies within
the SGL Transgroup US Corp. were placed
as security for bonds issued by SGL
International A/S. The group companies
within SGL Transgroup US Corp. are part
of SGLT Holding and are not recognised
in the consolidated balance sheet of SGL
International A/S.
There have only been a few claims against
the company due to various transports
worldwide in the current financial year.
These claims are considered insignificant
and are expected to be covered economi-
ally by the company’s global liability insur-
ance program.
The company has a few cases, which are
not covered by the company’s global lia-
bility insurance program.
Based on the precautionary principle,
Management has made a provision to
cover these risks.
The Group has various lease contracts that
have yet to commence as of 31 December
2022. The future lease payments for these
non-cancellable lease contracts are DKK 7
million within one year.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Contingent liabilities comprise a possible
obligation arising from past events. The
obligation will be confirmed only by the
occurrence or non-occurrence of one or
more uncertain future events not wholly
within the entity’s control. Or by a present
obligation that arises from past events but
is not recognised because it is not prob-
able that an outflow of resources embod-
ying economic benefits will be required to
settle the obligation or the amount of the
obligation cannot be measured with suffi-
cient reliability.
CONSOLIDATED FINANCIAL STATEMENTS
99
SGL GROUP
SECTION 5: OTHER AREAS
5.4 CONTINGENT LIABILITIES AND
OTHER FINANCIAL OBLIGATIONS, CONT.
CONSOLIDATED FINANCIAL STATEMENTS
100
SGL GROUP
SECTION 5: OTHER AREAS
5.5 RELATED PARTIES
RELATED PARTY CONTROLLING INTEREST
Information about related parties with a controlling interest
and significant influence:
Related party Domicile
Owners of SGL International A/S:
Scan (UK) Midco Limited (controlling interest) United Kingdom
Affiliate of SGL International A/S:
SGLT Transgroup US Corp
United States of America
Ultimate owner:
SGLT Holding I LP Cayman Islands
Owners of SGLT Holding I LP:
AEA Investors Small Business Fund III LP
(controlling interest on voting rights) Cayman Islands
RELATED PARTY TRANSACTIONS
DKKm 2022 2021
Group companies
Sale of services 964 1,299
Purchase of services -241 -128
Loans to 1,346 1,255
Receivables 155 331
Payables -191 -150
Capital increase from parent - 225
Board of Directors
Rented building 2 2
Purchase of services 2 2
Remuneration as part of their employment
within the group 27 17
Sale and purchase of services to and from other group companies comprise transactions with
SGLT TransGroup US Corp. and comprise ordinary sales transactions. Loans to group compa-
nies are mainly to SGLT TransGroup US Corp.
Please see note 4.1 regarding financial income from related parties.
No remuneration has been paid to the Board of Directors during 2022, as their remuneration
is part of their employment within the Group.
COUNTRY/ OWNER- MAIN
COMPANY NAME STATE SHIP ACTIVITY
COUNTRY/ OWNER- MAIN
COMPANY NAME STATE SHIP ACTIVITY
CONSOLIDATED FINANCIAL STATEMENTS
101
SGL GROUP
SECTION 5: OTHER AREAS
5.5 RELATED PARTIES,
CONT.
AEA Investors Small Business Fund III LP
SGLT Holding I LP Cayman Islands 100%
SGLT Holding:
SGLT Holding II LP Cayman Islands 100%
Scan (Jersey) Topco Limited Jersey 100%
Scan (UK) Midco Limited United Kingdom 100%
SGL Group:
SGL International A/S Denmark 100%
Scan Global Logistics A/S Denmark 100%
SGL Road ApS Denmark 100%
Trust Forwarding A/S Denmark 100%
Scan Global Logistics AB Sweden 100%
SGL Road AB Sweden 100%
Trust Forwarding Sweden AB Sweden 100%
Scan Global Logistics GmbH Germany 100%
SGL Fulfillment & Distribution A/S Denmark 100%
Sp/f Scan Global Logistics Faroe I. Faroe Island 100%
Scan Global Logistics Greenland ApS Greenland 100%
Scan Global Logistics Iceland ehf. Iceland 100%
Scan Global Logistics SA Pty Ltd South Africa 100%
Scan Global Logistics N.V. Belgium 100%
Scan Global Logistics B.V. Netherlands 100%
Gelders Forwarding B.V. Netherlands 100%
Scan Global Logistics Spain S.L Spain 100%
Contenosa, S.A.U Spain 100%
Neypemar Barcelona, S.L.U Spain 100%
SGL Express Holding AB Sweden 100%
SGL Express AB Sweden 100%
Scan Global Logistics AS Norway 100%
Trust Forwarding Norway AS Norway 100%
Scan Global Logistics (Finland) Oy Finland 100%
Scan Global Logistics SAS France 100%
Scan Global Logistics Sp. z o.o Poland 100%
Scan Global Logistics Hungary Kft. Hungary 100%
Scan Global Logistics s.r.o. Czech Republic 100%
Scan Global Logistics K.K. Japan 100%
Sea-Air Logistics (Hong Kong) Limited. Hong Kong 100%
SAL Logistics (SG) Pte Ltd. Singapore 100%
Scan Global Logistics (Shanghai) Co. Ltd China 100%
Scan Global Logistics (Wuxi)Co. Ltd. China 100%
Scan Global Logistics Ltd. (Hong Kong) Hong Kong 100%
Scan Global Logistics (Shanghai) Ltd China 100%
Scan Global Logistics Company Limited Thailand 100%
Scan Global Logistics SDN. BHD. Malaysia 100%
Scan Global Logistics Pty. Ltd. Australia 100%
SGL Australia PTY LTD Australia 100%
Scan Global Logistics (Philippines) Inc. Philippines 40%
SGL Manila (Shared Service Center) Inc. Philippines 98.6%
Scan Global Logistics Chile S.A. Chile 100%
Scan Global Logistics Peru S.A.C Peru 100%
COUNTRY/ OWNER- MAIN
COMPANY NAME STATE SHIP ACTIVITY
COUNTRY/ OWNER- MAIN
COMPANY NAME STATE SHIP ACTIVITY
CONSOLIDATED FINANCIAL STATEMENTS
102
SGL GROUP
Scan Global Logistics (Vietnam) Ltd. Vietnam 75%
Scan Global Logistics (Singapore) Pte Ltd. Singapore 100%
PT SCAN GLOBAL INDONESIA Indonesia 67%
Scan Global Logistics S.A. Mali 55%
Scan Global Logistics SARL Senegal 100%
Scan Global Logistics SARL Ivory Coast 100%
Scan Global Logistics SARL Benin 100%
Scan Global Logistics Togo SARLU Togo 100%
Scan Global International
(Cambodia) Co., Ltd. Cambodia 100%
Scan Global Logistics Co. Ltd. Myanmar 100%
Scan Global Logistics NZ Limited New Zealand 100%
Scan Global Logistics LLC United Arab Emirates 100%
Scan Global Logistics AD LLC United Arab Emirates 100%
Scan Global Logistics FZE United Arab Emirates 100%
Scan Global Logistics Deutschland GmbH Germany 100%
Scan Global Logistics Commercial GmbH Germany 100%
Scan Global Automotive Special Logistics
GmbH Germany 100%
AFL Logistics GmbH Germany 100%
Horizon International Holdings Limited United Kingdom 100%
Scan Global Logistics Ltd. United Kingdom 100%
Horizon International Cargo B.V Netherlands 100%
Horizon International Cargo SA Spain 100%
Horizon International Cargo Japan Ltd. Japan 100%
Horizon International Cargo Inc. Delaware, US 100%
SGL Transgroup US Corp:
SGLT TransGroup US Corp Delaware 100%
SGL Transgroup de Mexico S.A. DE CV Mexico 100%
Transgroup Global Inc. Delaware 100%
TransLAX, LLC California, US 50%
TGLOMA, LLC California, US 100%
Transfair North America International
Freight Services, LLC Washington, US 100%
ORD ICO, LLC Illinois, US 100%
IQS Logistic Consulting Corp. California, US 100%
TRANS ICO, LLC New Jersey, US 50%
TGLPHL, LLC Pennsylvania, US 100%
TRANS BOS. LLC Washington, US 100%
ICO SFO, LLC California, US 50%
Transgroup Express, LLC Washington, US 100%
Transdomestic LAX, LLC California, US 100%
Trans MCO, LLC Florida, US 51%
TGLEWR, LLC New Jersey, US 100%
TRANS IAH, LLC Texas, US 100%
TRANS-MIA, LLC Florida, US 61%
TRANS ATL, LLC Georgia, US 100%
Cargo Connections NC, LLC North Carolina, US 100%
CNA TRANS, LLC Nevada, US 50%
Transgroup DFW Texas, US 100%
New Bison, LLC Washington, US 100%
SGL BLI LLC Washington, US 100%
SGL SEA, LLC Washington, US 100%
SECTION 5: OTHER AREAS
5.5 RELATED PARTIES,
CONT.
COUNTRY/ OWNER- MAIN
COMPANY NAME STATE SHIP ACTIVITY
CONSOLIDATED FINANCIAL STATEMENTS
103
SGL GROUP
D&W International, Inc. Washington, US 100%
MDX Global Logistics, LLC Washington, US 100%
TransGroup Canada Logistics, Inc. Canada 100%
TGLORD, LLC Illinios, US 80%
MAIN ACTIVITY:
Holding company
Air-Ocean
Road
Solution
SECTION 5: OTHER AREAS
5.5 RELATED PARTIES,
CONT.
On 6 February 2023, Shareholders of SGL International A/S and its affiliates have
entered into an agreement with CVC Capital Partner Fund VIII, to divest the
majority shareholding of the group.
Following the completion of the Acquisition, the Company’s existing institutional
shareholders (AEA Investors’ Small Business Fund and independent LP financial
co investors) as well as members of the management team of the Company will
remain as minority shareholders alongside CVC.
The Acquisition will be consummated by a newly established BidCo and financed
through equity contribution and proceeds from issuance of EUR 750 million
senior secured bonds with a tenor of 5 years. Existing bonds in SGL International
A/S will in connection with the completion of the acquisition be redeemed in full.
The acquisition is expected to close in Q2 2023 and is subject to regulatory
approval from applicable competition authorities.
SCAN GLOBAL LOGISTICS PARTNERS WITH CVC
CONSOLIDATED FINANCIAL STATEMENTS
104
SGL GROUP
SECTION 5: OTHER AREAS
5.6 SUBSEQUENT EVENTS
CONSOLIDATED FINANCIAL STATEMENTS
105
SGL GROUP
SECTION 5: OTHER AREAS
5.7 FINANCIAL DEFINITIONS
Financial ratios
Financial ratios are calculated in accordance with the following definitions:
Gross margin:
Gross profit
Revenue
x 100
EBITDA margin before special items:
EBITDA before special items*
Revenue
x 100
EBIT margin before special items:
Operating profit (EBIT) before special items
Revenue
x 100
EBIT margin:
Operating profit (EBIT)
Revenue
x 100
EBITDA excluding IFRS 16 Leases:
EBITDA presented before applying the accounting of IFRS 16 Leases
Conversion ratio:
EBITDA before special items
Gross profit
x 100
Equity ratio:
Equity at year-end
Total assets
x 100
Net interest-bearing debt:
Interest-bearing debt less of interest-bearing assets and cash and cash equivalents.
Net working capital:
Net working capital is a measure applied in the daily management
of our business, as it is closely related to the activity of freight forwarding.
106
SGL GROUP
CONTENTS
Income statement 108
Statement of other
comprehensive income 108
Balance sheet 109
Statement of cash flows 110
Statement of changes in equity 111
Section 1:
Basis of preparation
1.1 General accounting policies 112
1.2 Significant accounting
estimates and judgements 112
Section 2:
Operating assets and liabilities
2.1 Investments in subsidiaries 113
2.2 Change in net working capital 114
Section 3:
Capital structure and financial items
3.1 Financial items 114
3.2 Financial risk management 115
Section 4:
Other areas
4.1 Fee to the auditors 117
4.2 Tax 118
4.3 Related parties 119
4.4 Contingent liabilities and other
financial obligations 120
107
SGL GROUP
PARENT COMPANY
FINANCIAL STATEMENTS
PARENT COMPANY FINANCIAL STATEMENTS
DKKm Notes 2022 2021
Other external expenses -17 -13
Earnings before Interest, Tax, Depreciation,
Amortisation (EBITDA) and special items -17 -13
Amortisation and depreciation - -
Operating profit (EBIT) before special items -17 -13
Special items, net - -
Operating profit (EBIT) -17 -13
Financial income 3.1 242 168
Financial expenses 3.1 -316 -209
Profit/loss before tax -91 -54
Income tax for the year 4.2 19 21
Profit/loss for the year -72 -33
DKKm Notes 2022 2021
Profit/loss for the year -72 -33
Other comprehensive income, net of tax - -
Total comprehensive income for the period -72 -33
INCOME STATEMENT STATEMENT OF OTHER
COMPREHENSIVE INCOME
108
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
DKKm Notes 2022 2021
ASSETS
Investments in subsidiaries 2.1 1,479 1,479
Receivables from related parties 3.2 884 846
Deferred tax asset 4.2 1 18
Total non-current assets 2,364 2,343
Receivables from related parties 4.3 825 1,423
Tax receivables 17 -
Cash and cash equivalents 1,068 9
Total current assets 1,910 1,432
Total assets 4,274 3,775
DKKm Notes 2022 2021
EQUITY AND LIABILITIES
Share capital 1 1
Share premium - 225
Retained earnings 231 78
Total equity 232 304
Borrowings 3.2 3,976 3,359
Payable to related parties 3.2, 4.3 - -
Total non-current liabilities 3,976 3,359
Payable to related parties 3.2, 4.3 7 54
Other payables 59 58
Total current liabilities 66 112
Total liabilities 4,042 3,471
Total equity and liabilities 4,274 3,775
BALANCE SHEET
109
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
DKKm Notes 2022 2021
Capital increase - 225
Repayment of loan from related entities 3.2 681 -1,671
Proceeds from issuing bonds 3.2 557 1,527
Cash flows from financing activities 1,238 81
Change in cash and cash equivalents 1,059 8
Cash and cash equivalents
Cash and cash equivalents beginning of period 9 1
Exchange rate adjustment of cash and cash equivalents - -
Change in cash and cash equivalents 1,059 8
Cash and cash equivalents end of period 1,068 9
DKKm Notes 2022 2021
Profit for the year -72 -33
Adjustment of non-cash items:
Income taxes in the income statement -19 -21
Financial income -242 -168
Financial expenses 316 209
Change in working capital -1 31
Interest received 95 64
Interest paid -256 -155
Tax paid - -
Cash flows from operating activities -179 -73
Cash flows from investing activities - -
Free cash flow -179 -73
110
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF CASH FLOWS
DKKm 2022
Share Share Retained Total
Capital Premium Earnings Equity
Equity at 1 January 1 225 78 304
Profit/Loss for the year - - -72 -72
Total comprehensive income, net of tax - - -72 -72
Transfer of share premium - -225 225 -
Total transactions with owners - -225 225 -
Equity at 31 December 1 - 231 232
DKKm
2021
Share Share Retained Total
Capital Premium Earnings Equity
Equity at 1 January 1 - 111 112
Profit/Loss for the year - - -33 -33
Total comprehensive income, net of tax - - -33 -33
Capital increase by cash payment - 225 - 225
Total transactions with owners - 225 - 225
Equity at 31 December 1 225 78 304
On December 31, 2022, the share capital of SGL International A/S amounted to 5,008 shares with a nominal value of DKK 100 each.
During 2021, the authorised share capital was increased by DKK 100 by the issue of 1 share with a nominal value of DKK 100 with a
share premium of DKK 225 million.
111
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY
SECTION 1: BASIS OF PREPARATION
1.1 GENERAL
ACCOUNTING POLICIES
Basis of presentation
The 2022 financial statements of SGL
International A/S have been prepared in
accordance with International Financial
Reporting Standards (IFRS) as adopted by
the EU and further requirements in the
Danish Financial Statements Act.
The financial statements are presented
in Danish kroner (DKK), the presentation
currency.
Accounting policies
The accounting policies for the Parent
Company are consistent with those
applied for the Group to ensure a uniform
presentation of the financial statements.
Refer to section 1 in the consolidated
financial statements and the individual
note sections for a description of the
accounting policies applicable to the
Parent Company.
The accounting policies described
below are supplementary accounting
policies applicable to the Parent Company.
The accounting policies for the Parent
Company are unchanged from 2021.
Investments in subsidiaries
Investments in subsidiaries are initially rec-
ognised at cost and subsequently meas-
ured at cost less impairment using the cost
method.
If there is an indication of impairment,
the investments in subsidiaries are
tested for impairment as described in
the accounting policy in note 3.1 of the
consolidated financial statements.
If the cost exceeds the recoverable
amount, an impairment loss is recognised
and the investment in subsidiaries is
written down to this lower value.
SECTION 1: BASIS OF PREPARATION
1.2 SIGNIFICANT
ACCOUNTING ESTIMATES
AND JUDGEMENTS
In preparing SGL International A/S’ finan-
cial statements, Management makes
various accounting estimates and judge-
ments that form the basis of the presenta-
tion, recognition and measurement of the
Company’s assets and liabilities.
The significant accounting estimates, judge-
ments and accounting policies specific to the
Parent Company are presented below.
Indications of impairment of investments
in subsidiaries are assessed annually by the
Management. Their assessment is based
on internal and external indicators such
as the subsidiaries’ performance macro-
economic factors negatively impacting
operations.
If Management assesses indications
of impairment on the investments
in subsidiaries, the impairment test
involves estimates of expected future
cash flows and discount rates. Refer to
the accounting policy in note 3.1 of the
consolidated financial statements.
Management assesses that no indications
of impairment existed at year-end 2022.
Therefore, impairment tests have not been
carried out for investments in subsidiaries.
112
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 2: OPERATING ASSETS AND LIABILITIES
2.1 INVESTMENTS
IN SUBSIDIARIES
INVESTMENTS IN SUBSIDIARIES
DKKm 2022 2021
Cost at 1 January 1,479 929
Additions - 550
Disposals - -
Cost at 31 December
1,479
1,479
Impairment losses at 1 January - -
Impairment losses for the year - -
Impairment losses at 31 December
-
-
Carrying amount at 31 December
1,479
1,479
ACCOUNTING POLICIES
Dividends on investments in subsidiaries
are recognised in the Parent Company ‘s
income statement in the financial year the
dividend is declared.
Investments in subsidiaries are meaured at
the lower of cost and recoverable amount.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Indications of impairment of invest-
ments in subsidiaries are assessed
annually by the Management.
Management assesses that no indica-
tions of impairment existed at year-end
2022. Impairment tests have therefore
not been carried out for subsidiaries.
Refer to note 5.5 in the consolidated financial statements for an
overview of the legal entities within the Group.
113
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
FINANCIAL INCOME
DKKm 2022 2021
Interest income 2 0
Financial income from related parties 184 109
Exchange rate gains 56 59
Total 242 168
FINANCIAL EXPENSES
Interest expenses 2 -
Bond interest expenses 298 198
Amortisation of capitalised loan costs 15 11
Financial expense from related parties 1 -
Total 316 209
NET WORKING CAPITAL
DKKm 2022
1 January Cash flow Non-cash 31 December
changes
Receivables 3 0 0 3
Trade and other payables -1 1 -7 -7
Total net working capital 2 1 -7 -4
2021
1 January Cash flow Non-cash 31 December
changes
Receivables 14 - -11 3
Trade and other payables -41 -31 71 -1
Total net working capital -27 -31 60 2
SECTION 2: OPERATING ASSETS AND LIABILITIES
2.2 NET WORKING CAPITAL
114
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 3: CAPITAL STRUCTURE AND FINANCIAL ITEMS
3.1 FINANCIAL ITEMS
CHANGES TO FINANCIAL LIABILITIES
DKKm
2022
Maturity Effective Carrying Cashflow Business Foreign Additions Transfers Other Carrying
interest rate amount combinations exchange amount
1 January effect 31 Dec
Bond debt
Issued bonds, EUR 250 million 2024 3m EURIBOR + 6.75% 1,859 - - 1 - - - 1,860
Hereof bonds held by SGL Group 2024 3m EURIBOR + 6.75% -430 - - - - - - -430
Issued bonds, EUR 300 million 2025 7.75% 1,673 557 - 1 - - - 2,231
Issued bonds, EUR 40 million 2025 11.50% 297 - - - - 48 - 345
Capitalised loan costs -40 - - 1 -6 - 15 -30
Net bond debt 3,359 557 - 3 -6 48 15 3,976
Payable bond interest 57 -256 - - 306 -48 - 59
Total 3,416 301 - 3 300 - 15 4,035
2021
Bond debt
Issued bonds, EUR 250 million 2024 3m EURIBOR + 6.75% 1,860 - - -1 - - - 1,859
Hereof bonds held by SGL Group 2024 3m EURIBOR + 6.75% - -430 - - - - - -430
Issued bonds, EUR 225 million 2025 7.75% - 1,673 - - - - - 1,673
Issued bonds, EUR 40 million 2025 11.50% - 297 - - - - - 297
Capitalised loan costs -27 -13 - - - - - -40
Net bond debt 1,833 1,527 - -1 - - - 3,359
Payable bond interest - -155 - - 212 - - 57
Total 1,833 1,372 - -1 212 - - 3,416
Non-cash change
115
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 3: CAPITAL STRUCTURE AND FINANCIAL ITEMS
3.2 FINANCIAL RISK
MANAGEMENT
FINANCIAL ASSETS AND LIABILITIES
DKKm 2022
Maturity of cash flows
< 1 year 1-5 years > 5 years Total Fair Carrying
cash value amount
flows
ASSETS
Receivables from related parties 904 1,037 - 1,941 1,709 1,709
Cash 1,068 - - 1,068 1,068 1,068
Amortised costs 1,972 1,037 - 3,009 2,777 2,777
Total financial assets 1,972 1,037 - 3,009 2,777 2,777
LIABILITIES
Borrowings 237 5,321 - 5,558 3,911 3,976
Payables to related parties 7 - - 7 7 7
Other payables 59 - - 59 59 59
Amortised costs 303 5,321 - 5,624 3,977 4,042
Total financial liabilities 303 5,321 - 5,624 3,977 4,042
DKKm 2021
Maturity of cash flows
< 1 year 1-5 years > 5 years Total Fair Carrying
cash value amount
flows
1,522 983 - 2,505 2,269 2,269
9 - - 9 9 9
1,531 983 - 2,514 2,278 2,278
1,531 983 - 2,514 2,278 2,278
169 3,994 - 4,163 3,474 3,359
54 - - 54 54 54
58 - - 58 58 58
281 3,994 - 4,275 3,586 3,471
281 3,994 - 4,275 3,586 3,471
116
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 3: CAPITAL STRUCTURE AND FINANCIAL ITEMS
3.2 FINANCIAL RISK
MANAGEMENT, CONT.
CURRENCY RISK
DKKm 2022 2021
Currency Change Net profit Other Net profit Other
for the year comprehensive for the year comprehensive
income income
USD 10% 141 - 118 -
EUR 1% -33 - -3 -
AUDIT FEE
DKKm 2022 2021
Fee to the auditors
appointed at the
general meeting
Statutory audit 1 0
Other services - -
Total 1 0
LIQUIDITY RESERVE
DKKm 2022 2021
Cash and cash equivalents 1,068 9
Liquidity reserve 1,068 9
117
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 3: CAPITAL STRUCTURE AND FINANCIAL ITEMS
3.2 FINANCIAL RISK
MANAGEMENT, CONT.
SECTION 4: OTHER AREAS
4.1 FEE TO THE
AUDITORS
Description of financial risks and capital manage-
ment refer to note 4.2 in the consolidated financial
statements.
CALCULATION OF EFFECTIVE TAX RATE
DKKm 2022 2021
Profit before tax -91 -54
Tax applying the statutory Danish
corporate income tax rate 22% -20 22% -11
Non-taxable income from investments
in subsidiaries - - - -
Tax-exempt income, less non-
deductible expenses -11% 11 -34% 18
Adjustment for tax cost of previous years 9% -10 7% -4
Other adjustments 2% - - -
Total before unrecognised tax asset 22% -19 -5% 3
Adjustment tax asset - - 44% -24
Total 22% -19 39% -21
DEFERRED TAX
DKKm 2022 2021
Net deferred tax 1 January 18 1
Adjustment tax previous years -9 -
Deferred tax for the year -8 17
Net deferred tax 31 December 1 18
Deferred tax, by gross temporary differences:
Other intangible assets 1 -
Tax losses carried forward - 18
Total 1 18
Recognised in the balance sheet as:
Deferred tax assets 1 18
Deferred tax liabilities - -
Total 1 18
TAX FOR THE YEAR
DKKm 2022 2021
Current tax -17 -
Change in deferred tax 8 -17
Adjustments to tax,
prior years -10 -4
Total -19 -21
118
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 4: OTHER AREAS
4.2 TAX
RELATED PARTY CONTROLLING INTEREST
Information about related parties with a controlling interest and significant influence:
Related party Domicile
Owners of SGL International A/S:
Scan (UK) Midco Limited (controlling interest) United Kingdom
Affiliate of SGL International A/S:
SGLT TransGroup US Corp. United States of America
Ultimate owner:
SGLT Holding I LP Cayman Islands
Owners of SGLT Holding I LP:
AEA Investors Small Business Fund III LP Cayman Islands
(controlling interest on voting rights)
RELATED PARTY TRANSACTIONS
DKKm 2022 2021
Group companies
Purchase of services -6 -6
Capital increase from parent - 225
Capital increase in subsidiary - -550
Loan to 1,706 2,266
Loan from - -54
Receivables 2 3
Payables -7 -
No sales between group companies were realised in 2022. Loans to group companies are
mainly to SGLT TransGroup US Corp.
Please see note 3.1 regarding financial income from related parties.
No remuneration has been paid to the Board of Directors during 2022 by the Parent
Company, as their remuneration is part of their employment within the Group. Refer to note
5.5 in the consolidated financial statement for the total remuneration paid to employees
which are also members of the Board of Directors.
119
SGL GROUP
PARENT COMPANY FINANCIAL STATEMENTS
SECTION 4: OTHER AREAS
4.3 RELATED PARTIES
120
SGL GROUP
SECTION 4: OTHER AREAS
4.4 CONTINGENT LIABILITIES AND
OTHER FINANCIAL OBLIGATIONS
SECURITY FOR LOANS
Bond debt is secured by equity interests in the Parent Company and some of the Parent
Company’s subsidiaries. Please see note 5.4 in the consolidated statements for a further
description.
DKKm 2022 2021
Bond debt at par 4,436 3,829
JOINT TAXATION
SGL International A/S, company reg. no
37 52 10 43, the administration company,
is subject to the Danish scheme of joint
taxation and unlimited jointly and sev-
erally liable with the other jointly taxed
companies for the total corporation tax.
The company is unlimited jointly and
severally liable with the other jointly taxed
companies for any obligation to withhold
tax on interest, royalties and dividends.
The jointly taxed enterprises’ total-
known net liability to the Danish tax
authorities appears from the annual
accounts of the administration company.
Any subsequent adjustments of
corporate taxes or withheld taxes etc. may
cause changes in the company’s liabilities.
PARENT COMPANY FINANCIAL STATEMENTS
Jørgen Agerbro Jessen Thomas Thellufsen Nørgaard
121
SGL GROUP
STATEMENTS
The Board of Directors and the Executive
Management have today considered
and approved the Annual Report of SGL
International A/S for the financial year 1
January - 31 December 2022.
The Annual Report has been prepared
in accordance with the International
Financial Reporting Standards (IFRS) as
adopted by the European Union and
additional requirements in the Danish
Financial Statements Act.
In our opinion, the Consolidated
Financial Statements and the Parent
Company Financial Statements give a
true and fair view of SGL Group’s and
the Parent Company’s financial position
on 31 December 2022 and the result of
SGL Group’s and the Parent Company’s
operations and cash flows for the financial
year 1 January - 31 December 2022.
In our opinion, the Management’s review
includes a true and fair review of the
development in SGL Group’s and the
Parent Company’s operations and finan-
cial conditions, the results for the year,
cash flow and financial position, as well
as a description of the most significant
risks and elements of uncertainty that SGL
Group and the Parent Company face.
In our opinion, the Annual Report of
SGL International A/S for the financial
year 1 January - 31 December 2022 with
the file name SGL-2022-12-31-en.zip has
been prepared, in all material respects, in
compliance with the ESEF Regulation.
We recommend the adoption of the
Annual Report at the Annual General
Meeting.
Kastrup, 31 March 2023
Executive Management
Board of Directors
Henrik von Sydow
Chairman
Allan Dyrgaard Melgaard
Claes Brønsgaard Pedersen
Allan Dyrgaard Melgaard
CEO
Claes Brønsgaard Pedersen
CFO
MANAGEMENT STATEMENT
Opinion
We have audited the consolidated finan-
cial statements and the parent company
financial statements of SGL International
A/S for the financial year 1 January – 31
December 2022 pp. 58 -121, which com-
prise income statement, statement of
comprehensive income, balance sheet,
statement of changes in equity, cash flow
statement and notes, including accounting
policies, for the Group and the Parent
Company. The consolidated financial
statements and the parent company finan-
cial statements are prepared in accordance
with International Financial Reporting
Standards as adopted by the EU and addi-
tional requirements of the Danish Financial
Statements Act.
In our opinion, the consolidated
financial statements and the parent
company financial statements give a true
and fair view of the financial position of
the Group and the Parent Company at
31 December 2022 and of the results of
the Group’s and the Parent Company’s
operations and cash flows for the financial
year 1 January – 31 December 2022 in
accordance with International Financial
Reporting Standards as adopted by the EU
and additional requirements of the Danish
Financial Statements Act.
Our opinion is consistent with our long-
form audit report to the Audit Committee
and the Board of Directors.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(ISAs) and additional requirements appli-
cable in Denmark. Our responsibilities
under those standards and requirements
are further described in the “Auditor’s
responsibilities for the audit of the consol-
idated financial statements and the parent
company financial statements” (herein-
after collectively referred to as “the finan-
cial statements”) section of our report. We
believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Group in
accordance with the International Ethics
Standards Board for Accountants’ Inter-
national Code of Ethics for Professional
Accountants (IESBA Code) and the addi-
tional ethical requirements applicable in
Denmark, and we have fulfilled our other
ethical responsibilities in accordance with
these requirements and the IESBA Code.
To the best of our knowledge, we have
not provided any prohibited non-audit
services as described in article 5(1) of
Regulation (EU) no. 537/2014.
Appointment of auditor
We were initially appointed as auditor
of SGL International A/S on 6 June 2018
for the financial year 2018. We have been
reappointed annually by resolution of the
general meeting for a total consecutive
period of five years up until the financial
year 2022.
Key audit matters
Key audit matters are those matters that,
in our professional judgement, were of
most significance in our audit of the finan-
cial statements for the financial year 2022.
These matters were addressed during
our audit of the financial statements as a
whole and in forming our opinion thereon.
We do not provide a separate opinion on
these matters. For each matter below, our
description of how our audit addressed the
matter is provided in that context.
We have fulfilled our responsibilities
described in the “Auditor’s responsibilities
for the audit of the financial statements”
section, including in relation to the
key audit matters below. Accordingly,
our audit included the design and
performance of procedures to respond
to our assessment of the risks of material
misstatement of the financial statements.
The results of our audit procedures,
including the procedures performed to
address the matters below, provide the
basis for our audit opinion on the financial
statements.
TO THE SHAREHOLDERS OF SGL INTERNATIONAL A/S
122
SGL GROUP
STATEMENTS
INDEPENDENT AUDITOR’S REPORT
Revenue recognition
The Group generates revenue from two
principal freight forwarding services being
Air & Ocean and Road in addition to the
Solutions services. Revenue from freight
forwarding services is recognized over
time, which is measured as time elapsed
of total expected time to render the ser-
vice to the customer or another service
provider. Given the significance of revenue
and significant management judgments
in respect of estimating revenue from
services delivered over time, we consid-
ered this of most significance in our audit.
Accordingly, we considered revenue rec-
ognition to be a key audit matter.
As part of our audit, we have evaluated
the design and tested the operating
effectiveness of selected internal controls
in this area. We further, for a sample
containing large ongoing services and
a sample of other ongoing services at
year-end, evaluated the estimates made
by management regarding revenue
from services delivered over time and
assumptions applied in the assessment of
claims. We evaluated on a sample basis
changes in estimated total time to render
the service to the customer to supporting
underlying documentation and
discussed these with shipping agents and
Management. For those balances subject
to claims, we made inquiries to external
legal counsel. We also assessed whether
policies and processes for making these
estimates have been applied consistently
to all services of a similar nature.
The accounting principles and
disclosures about revenue recognition are
included in note 1.1, note 1.2 and note 2.2
to the consolidated financial statements.
Impairment of goodwill and
other intangible assets
The carrying amounts of goodwill and
other intangible assets related to prior
years’ business combinations comprise a
significant part of the consolidated bal-
ance sheet. The cash-generating units
in which goodwill and other intangible
assets are included are impairment tested
by Management on an annual basis. The
impairment tests are based on Manage-
ment’s estimates of among others future
profitability, long-term growth and dis-
count rate. Due to the inherent uncertainty
involved in determining the net present
value of future cash flows, including the
uncertainty relating to estimating the
impact from Covid-19, we considered
these impairment tests to be a key audit
matter.
In response to the identified risks,
we obtained an understanding of the
impairment assessment process. Our work
included test and comparison of inputs
with supporting documentation including
evaluation of key assumptions used in
determining the net present value including
projected future income and earnings
and testing the allocation of the goodwill
and other intangible assets. Further, we
evaluated the sensitivity analysis on the key
assumptions applied. Our audit procedures
primarily focused on cash generating units
where likely changes in key assumptions
could result in impairment. We further
evaluated the adequacy of disclosures
provided by Management in the financial
statements compared to applicable
accounting standards.
The accounting principles and disclosures
about goodwill and other intangible assets
are included in note 1.2 and note 3.1 to the
consolidated financial statements.
Statement on the Management’s review
Management is responsible for the Man-
agement’s review, pp. 2-57.
Our opinion on the financial statements
does not cover the Management’s review,
and we do not express any assurance con-
clusion thereon.
In connection with our audit of the
financial statements, our responsibility
is to read the Management’s review
and, in doing so, consider whether
the Management’s review is materially
inconsistent with the financial statements
or our knowledge obtained during
the audit, or otherwise appears to be
materially misstated.
Moreover, it is our responsibility to
consider whether the Management’s
review provides the information required
under the Danish Financial Statements Act.
Based on the work we have performed, we
123
SGL GROUP
STATEMENTS
INDEPENDENT AUDITOR’S REPORT,
CONT.
conclude that the Management’s review
is in accordance with the financial state-
ments and has been prepared in accord-
ance with the requirements of the Danish
Financial Statements Act. We did not
identify any material misstatement of the
Management’s review.
Management’s responsibilities for
the financial statements
Management is responsible for the prepa-
ration of consolidated financial statements
and parent company financial statements
that give a true and fair view in accordance
with International Financial Reporting
Standards as adopted by the EU and addi-
tional requirements of the Danish Financial
Statements Act and for such internal con-
trol as Management determines is neces-
sary to enable the preparation of financial
statements that are free from material mis-
statement, whether due to fraud or error.
In preparing the financial statements,
Management is responsible for assessing
the Group’s and the Parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters
related to going concern and using the
going concern basis of accounting in
preparing the financial statements unless
Management either intends to liquidate
the Group or the Parent Company or
to cease operations, or has no realistic
alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable
assurance as to whether the financial
statements as a whole are free from mate-
rial misstatement, whether due to fraud
or error, and to issue an auditor’s report
that includes our opinion. Reasonable
assurance is a high level of assurance, but
is not a guarantee that an audit conducted
in accordance with ISAs and additional
requirements applicable in Denmark will
always detect a material misstatement
when it exists. Misstatements can arise
from fraud or error and are considered
material if, individually or in the aggregate,
they could reasonably be expected to
influence the economic decisions of users
taken on the basis of the financial state-
ments.
As part of an audit conducted in
accordance with ISAs and additional
requirements applicable in Denmark,
we exercise professional judgement
and maintain professional scepticism
throughout the audit. We also:
- Identify and assess the risks of material
misstatement of the financial statements,
whether due to fraud or error, design and
perform audit procedures responsive to
those risks and obtain audit evidence
that is sufficient and appropriate to pro-
vide a basis for our opinion. The risk of
not detecting a material misstatement
resulting from fraud is higher than for
one resulting from error, as fraud may
involve collusion, forgery, intentional
omissions, misrepresentations or the
override of internal control.
- Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are appro-
priate in the circumstances, but not for
the purpose of expressing an opinion on
the effectiveness of the Group’s and the
Parent Company’s internal control.
- Evaluate the appropriateness of
accounting policies used and the rea-
sonableness of accounting estimates and
related disclosures made by Manage-
ment.
- Conclude on the appropriateness of
Management’s use of the going con-
cern basis of accounting in preparing
the financial statements and, based on
the audit evidence obtained, whether
a material uncertainty exists related to
events or conditions that may cast sig-
nificant doubt on the Group’s and the
Parent Company’s ability to continue
as a going concern. If we conclude that
a material uncertainty exists, we are
required to draw attention in our audi-
tor’s report to the related disclosures in
the financial statements or, if such dis-
124
SGL GROUP
STATEMENTS
INDEPENDENT AUDITOR’S REPORT,
CONT.
closures are inadequate, to modify our
opinion. Our conclusions are based on
the audit evidence obtained up to the
date of our auditor’s report. However,
future events or conditions may cause
the Group and the Parent Company to
cease to continue as a going concern.
- Evaluate the overall presentation, struc-
ture and contents of the financial state-
ments, including the note disclosures,
and whether the financial statements
represent the underlying transactions
and events in a manner that gives a true
and fair view.
- Obtain sufficient appropriate audit evi-
dence regarding the financial informa-
tion of the entities or business activities
within the Group to express an opinion
on the consolidated financial statements.
We are responsible for the direction,
supervision and performance of the
group audit. We remain solely respon-
sible for our audit opinion.
We communicate with those charged
with governance regarding, among other
matters, the planned scope and timing of
the audit and significant audit findings,
including any significant deficiencies in
internal control that we identify during our
audit.
We also provide those charged with
governance with a statement that we
have complied with relevant ethical
requirements regarding independence,
and to communicate with them all
relationships and other matters that may
reasonably be thought to bear on our
independence, and where applicable,
actions taken to eliminate threats or
safeguards applied.
From the matters communicated
with those charged with governance,
we determine those matters that were
of most significance in the audit of the
consolidated financial statements and
the parent company financial statements
of the current period and are therefore
the key audit matters. We describe these
matters in our auditor’s report unless law
or regulation precludes public disclosure
about the matter.
Report on compliance with the ESEF
Regulation
As part of our audit of the Consolidated
Financial Statements and Parent Company
Financial Statements of SGL International
A/S, we performed procedures to express
an opinion on whether the annual report
of SGL International A/S for the financial
year 1 January – 31 December 2022 with
the file name SGL-2022-12-31-en.zip is
prepared, in all material respects, in com-
pliance with the Commission Delegated
Regulation (EU) 2019/815 on the European
Single Electronic Format (ESEF Regulation)
which includes requirements related to the
preparation of the annual report in XHTML
format and iXBRL tagging of the Con-
solidated Financial Statements including
notes.
Management is responsible for preparing
an annual report that complies with
the ESEF Regulation. This responsibility
includes:
- The preparing of the annual report in
XHTML format;
- The selection and application of appro-
priate iXBRL tags, including extensions
to the ESEF taxonomy and the anchoring
thereof to elements in the taxonomy, for
all financial information required to be
tagged using judgement where neces-
sary;
- Ensuring consistency between iXBRL
tagged data and the Consolidated
Financial Statements presented in
human readable format; and
- For such internal control as Manage-
ment determines necessary to enable
the preparation of an annual report that
is compliant with the ESEF Regulation.
Our responsibility is to obtain reasonable
assurance on whether the annual report
is prepared, in all material respects, in
compliance with the ESEF Regulation
based on the evidence we have obtained,
and to issue a report that includes our
opinion. The nature, timing and extent of
procedures selected depend on the audi-
tor’s judgement, including the assess-
125
SGL GROUP
STATEMENTS
INDEPENDENT AUDITOR’S REPORT,
CONT.
Søren Skov Larsen
State Authorized
Public Accountant
mne26797
Henrik Pedersen
State Authorized
Public Accountant
mne35456
ment of the risks of material departures
from the requirements set out in the
ESEF Regulation, whether due to fraud
or error. The procedures include:
- Testing whether the annual report is pre-
pared in XHTML format;
- Obtaining an understanding of the
company’s iXBRL tagging process and
of internal control over the tagging pro-
cess;
- Evaluating the completeness of the
iXBRL tagging of the Consolidated
Financial Statements including notes;
- Evaluating the appropriateness of
the company’s use of iXBRL elements
selected from the ESEF taxonomy and
the creation of extension elements
where no suitable element in the ESEF
taxonomy has been identified;
- Evaluating the use of anchoring of
extension elements to elements in the
ESEF taxonomy; and
- Reconciling the iXBRL tagged data with
the audited Consolidated Financial
Statements.
In our opinion, the annual report of SGL
International A/S for the financial year 1
January – 31 December 2022 with the file
name SGL-2022-12-31-en.zip is prepared,
in all material respects, in compliance with
the ESEF Regulation.
Copenhagen, 31 March 2023
EY Godkendt Revisionspartnerselskab
CVR no. 30 70 02 28
126
SGL GROUP
STATEMENTS
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