Drestate GB_02_vorne_14.4.03

Transcription

A N N U A L
D E U T S C H E
R E A L
R E P O R T
E S T A T E
Aktiengesellschaft
A member of the AGIV Real Estate Group
2 0 0 2
Brief portrait
Deutsche Real Estate AG with a head office in Berlin is a real estate
investment corporation that invests exclusively in German real estate,
both directly and indirectly. It pursues a yield-oriented policy of active
real estate management. In addition to expansion and optimization of
the real estate portfolio, lucrative opportunities for the sale of individual
properties are also pursued.
The real estate portfolio managed by Deutsche Real Estate AG and
its subsidiaries at end 2002 had a total value of around one billion €.
The regional portfolio is concentrated on German growth regions, a
large share of which is the promising real estate market Berlin. Deutsche
Real Estate AG is involved in prime locations like the Hackesche Höfe,
at the Gendarmenmarkt and Kurfürstendamm.
The origin of Deutsche Real Estate AG lies in Geestemünder Bank AG
founded in 1871. Today, a majority interest of the company is held by
the AGIV Real Estate AG group, one of the leading real estate stock
corporations in Germany. Within the group, Deutsche Real Estate AG
is responsible for portfolio management.
Key data
1999
2000
2001
2002
AG financial ratios
Balance sheet total
€ ’000
88,366
129,518
158,312
164,387
Stockholders’ equity
€ ’000
70,806
109,169
115,448
123,015
%
80.1
84.3
72.9
74.8
Sales 1)
€ ’000
1,796
2,822
13,438
4,686
Earnings before depreciation of fixed assets,
interest and taxes (EBDIT)
€ ’000
4,265
8,080
15,503
7,919
Earnings before interest and taxes (EBIT)
€ ’000
4,256
8,067
13,538
7,194
Profit on ordinary activities
€ ’000
4,216
6,698
12,281
5,062
Number of
0
0
0
0
Balance sheet total
€ ’000
293,375
410,156
569,605
568,786
€ ’000
67,779
102,774
97,012
104,615
%
23.1
25.1
17.0
18.4
Sales 2)
€ ’000
10,360
32,947
47,086
57,451
Earnings before depreciation of fixed assets,
interest and taxes (EBDIT)
€ ’000
6,453
21,753
29,529
34,943
Earnings before interest and taxes (EBIT)
€ ’000
5,507
18,378
23,517
29,144
€ ’000
1,572
3,780
3,356
9,059
Number of
0
0
18
23
Real estate investment volume under management
€ ’000
410,567
758,246
978,428
966,410
Pro rata real estate investment volume
€ ’000
312,475
537,472
623,319
650,212
Properties
Number of
45
59
66
68
area 3)
2
m
630,000
829,000
925,000
941,000
Rental space 3)
m2
420,000
635,000
757,000
759,500
€ ’000
35,023
58,952
69,414
71,436
%
7.0
5.9
7.0
7.9
units
15,400,000
18,480,000
18,480,000
20,582,200
Annual high
€
22.00
18.40
14.00
9.49
Annual low
€
2.00
13.20
7.50
2.00
Capital ratio
Employees (at year’s end)
Corporate financial ratios
Capital ratio
Employees (at year’s end)
Development of business volume
Site
Budgeted annual rental income 3)
Vacancy rate of lettable area on 12/31
Share development
Share volume on 12/31
Position on 12/31
€
16.40
13.50
9.21
4.20
€ ’000
252,560
249,480
170,201
86,445
Net earnings per share
€
0.22
0.29
0.63
0.24
Dividends per share
€
0.35/0.17
0.29
–
–
Market capitalization on 12/31
1)
excluding other operating income
2)
including other operating income
3)
including full value of subsidiaries
Real estate investments
Germany
Norderstedt
Bremerhaven
Hamburg
Commercial
Retail
Lübeck
Nordenham
Bremen
Residential
Berlin
Teltow
North
East
Goslar
Seesen
Engelsdorf
Halle
Bottrop
Duisburg
Düsseldorf
West
Dresden
Central
Cologne
Giessen
Düren
Saarbrücken
Frankenthal
Neu-Isenburg
Worms
Ludwigshafen
Limburgerhof
Frankfurt
Dietzenbach
Heidelberg
South
Stuttgart
Böblingen
Augsburg Freising
Munich
Status: February 2003
Deutsche Real Estate AG’s local partners:
Northern region
Eastern region
Western region
Central region
Southern region
Freydag & Co. Real
Estate Hamburg GmbH
Hans Freydag
Ness 1
D-20457 Hamburg
Phone: + 49 40 410 983-0
Fax: + 49 40 410 983-21
[email protected]
www.freydag-co.de
Rohrlapper & Co.
Berlin real estate GmbH
Arnd Rohrlapper
Clausewitzstrasse 9
D-10629 Berlin
Phone: + 49 30 88 48 38-0
Fax: + 49 30 88 48 38 28
[email protected]
www.rohrlapper.de
Kündgen Düsseldorf
Real Estate GmbH
Karl Heinz Kündgen
Steinstrasse 30
D-40210 Düsseldorf
Phone: + 49 211 863 298-0
Fax: + 49 211 863 298-18
[email protected]
ProjektM Real Estate
Frankfurt GmbH
Christoph Wittkop
Hanauer Landstrasse 188
D-60314 Frankfurt am Main
Phone: + 49 700 77 65 35 86
Fax: + 49 700 33 44 66 88
[email protected]
www.ProjektM.com
Reiß & Co. real estate
München GmbH
Oliver Reiß
Karolinenstrasse 4
D-80538 Munich
Phone: + 49 89 34 02 34 03
Fax: + 49 89 34 02 34 05
[email protected]
Contents
Letter to our stockholders
2
Responsible corporate bodies
5
Forum
6
Information for investors
16
Management report
for the holding company and the group
24
Financial statements holding company
42
Auditors’ report
55
Investment holdings
56
Consolidated financial statements
60
Auditors’ report
80
Supervisory Board report
81
and other directorships
83
Real estate portfolio
84
Letter to our stockholders
2
Marcus Hientzsch
Busso von Alvensleben
born on September 15, 1966 in Hamburg. After school
and national service in the German air force army, he completed a 2-year apprenticeship at the Deutsche Bank AG
in Frankfurt am Main. He founded his own marketing
and real estate consultancy firm in 1986 with a focus on
project and portfolio management, real estate appraisal
and organizational consultancy. His projects included
work for Dr. Seebauer & Partner, corporate consultants,
and commercial project management of the Maritim
Hotel, a congress center and an office building in Frankfurt
am Main. During this period he also devoted himself to
broadening his university education, studying Information
Management and Business Administration simultaneously,
and later studying at the ebs Academy of Real Estate where
he was awarded the degree of Immobilienökonom (ebs).
Mr. Hientzsch was a founding partner and General Manager
of ProjektM Real Estate Frankfurt GmbH which has been
acting in an advisory capacity since 1999 as Deutsche
Real Estate AG’s local partner for expansion of the real
estate portfolio in the Central region. He was voted on to
the Deutsche Real Estate AG's Management Board in
August 2001.
born April 7, 1951 in Nörten-Hardenberg, he began his
banking training in 1973 at the Conrad Hinrich Donner
Bank in Hamburg. After national service in the Federal
German army, he worked abroad between 1975 and
1979. He returned in 1979 to an executive position at
the Hamburg branch of Jones Lang Wootton, the wellknown real estate consultants. Between 1986 and 1999,
he built up real estate activities in Germany as General
Manager of Hammerson GmbH in Frankfurt am Main
– a subsidiary of Hammerson plc, London, and CBC
Immobilien-Entwicklungs GmbH in Berlin – a subsidiary
of Générale des Eaux. Mr. Busso von Alvensleben has been
a member of the management board of Deutsche Real
Estate AG since March 1999; in February 2003, he also
assumed the office of general company legal representative
(Generalbevollmächtigter) at AGIV Real Estate AG.
Deutsche Real Estate Aktiengesellschaft –
aggressive portfolio management for listed
real estate companies
Ladies and gentlemen,
The underlying conditions in 2002 were quite difficult
for Deutsche Real Estate AG. The many political and economic conflicts in the world, in particular the threat of
war in Iraq, smothered any sustained economic recovery
before it could get under way. Decline in international
stock markets, resulting chiefly from this insecurity and
aggravated by the hike in oil prices, further discouraged
company investment and consumer spending. In Germany,
the generally poor economic situation was worsened by
the failure to implement reforms on the political level.
The German real estate market was an early casualty of
these conditions. After several good years of bouyant rents,
the West German metropolitan centers which had been
enjoying steady development experienced unexpected losses.
Simultaneously, the options for financing investments were
greatly restricted by the turbulence in the capital markets.
We have taken up the challenge posed by this unfavorable
environment. Over business year 2002, we focused our
proactive real estate management on exploiting existing
prospects in order to optimize our portfolio.
The increasing supply of extensive real estate packages
offers enormous opportunities, and we have thus devoted
considerable attention to special real estate funds which
facilitated high-volume transactions. These represent
standardized and safe real estate investments for institutional investors in which private investors can participate
through a real estate holding company.
Nonetheless, for all its advantages, we had to withdraw this
new strategic approach after a thorough economic, legal and
actuarial examination. Resources were committed to special
real estate funds. However, we continue to believe that our
central task in pursuing forward-looking business policy is
to research promising opportunities; only then can we tap
into superior earnings potential.
3
L E T T E R
T O
O U R
S T O C K H O L D E R S
Our operating policy was focused on optimising our real
estate portfolio which, in view of the difficult market
situation, had taken clear priority over investment in new
properties. The basic aim of these activities was to increase
the profit potential from the letting and leasing operations
of our top quality German real estate, especially in the
metropolitan areas of Berlin, Munich and the Rhine/Main
region.
Including subsidiaries, we expanded the real estate portfolio of Deutsche Real Estate AG in 2002 from 66 to 68
properties. This increased our real estate investment volume
to € 650 million. We sold a number of properties in which
an interest was held by third parties causing the real estate
investment volume under management to fall slightly to
€ 966 million by the year’s end.
We look upon it as a success that we have been able to offer
a satisfactory result for the year 2002 under generally difficult circumstances. We were able to do justice to Deutsche
Real Estate AG’s claim to offer high-yield investment. To
further strengthen the company, we have resolved to propose to you, the stockholders of Deutsche Real Estate AG,
the full reinvestment of net earnings.
4
The solid portfolio structure of Deutsche Real Estate AG
offers an excellent foundation for us to pursue the development of our successful strategy. We are confident that this
strategy will allow the distributions of dividends in the
coming year.
Berlin, March 28, 2003
Marcus Hientzsch
Supervisory Board
Management Board
Dr. Rainer Behne
Chairman
Hamburg
Berlin
Marcus Hientzsch
Peter Rieck
Berlin
Deputy Chairman
Hamburg
Michael Doranth
Munich
Karl Ehlerding
Hamburg
Dr. Wolf Klinz
Königstein i. Ts.
Alexander Knapp Voith
St. Moritz, Switzerland
5
Forum
Targeted development
for solid real asset value
6
Strength through concentration –
real estate investment in Germany
Deutsche Real Estate AG’s investments are focused
exclusively in German real estate. We concentrate on
property with a high opportunity for yield and value
appreciation. The regional focus of our efforts lies particularly in the metropolitan areas of Frankfurt am Main,
Munich and Berlin.
Our business model is founded on a comprehensive
knowledge in the real estate sector where we aggressively
employ targeted resources of the Group parent company,
AGIV Real Estate AG, and our local partners. This expertise drives our proactive real estate management that sets
us apart in our field.
We proceed from a stable base to dynamically expand
and continually optimize our real estate portfolio and
appreciate value by targeted sales. Our continuous analysis
of our economic environment allows us to react swiftly to
the market. This is an important condition for permanently
securing Deutsche Real Estate AG as a highly attractive
corporation of genuine substance.
Real estate manager –
involved from purchase to sale
Active purchasing management
Active purchasing management relates in the first instance
to the selective acquisition of individual properties offering
either above-average value appreciation potential or high
rental yield. There is however an increasing trend in the
real estate market towards deals involving acquisition of
packages or large lots of assorted properties. This arises as
insurance companies and large corporations anxious to
concentrate on their core business divest themselves of – in
some cases substantial – real estate assets. Other attractive
deals of this kind can be cut with closed-end real estate
funds. Real estate packages are almost always available at
more favorable terms than single properties and a wellorganized real estate stock corporation can achieve an aboveaverage value appreciation by acquiring such packages
and selling off individual properties which are approaching
the end of their life cycle.
Deutsche Real Estate AG has a clear strategy for making
full use of existing and future market opportunities.
Its access to outside capital and its function as a stock
exchange-listed corporation are key factors in this respect.
This also permits us to realize large acquisitions. In this
way, traditional investors in real estate get the opportunity
to transfer their assets into a form of investment that is
far easier to realize at short notice while remaining involved
in the real estate sector through shares. This procedure also
has the advantage of broadening our stockholder base.
Active real estate management is a strategic element
in Deutsche Real Estate AG’s strategy. This helps us to
achieve maximum profitability at every stage in the value
added chain. Active management directly affects three
critical phases in the typical real estate cycle – acquisition,
portfolio management and sale. The Group’s rising profit
curve is the proof that we are on the right course with
this strategy.
7
F O R U M
Revitalization of properties already in our portfolio and,
in some cases, construction of new buildings either for
retention or sale depending on market conditions is another attractive option in yield terms. This enables us to
become involved at an earlier stage in the value-added
chain and thereby generate more value appreciation potential than would be available through the acquisition of
completed developments which are in most cases already
let. The high preletting rates achieved by Deutsche Real
Estate AG enable to prepare accurate cost and profit
forecasts.
Another facet of our operating policy is prudent use of
available reserves of land to increase the value of the
existing portfolio. This may involve conversion and other
building work on existing sites. A good example of such
reserves is our “toom” Do It Yourself markets in Berlin.
By exploiting previously unused space, the floor area of
the Wittenauer Strasse property was expanded by approximately 1,694 m2. This represents an increase of 52 %.
At the same time, the conclusion of a rental agreement
for the property committed the renter to an additional
15 years.
Active portfolio management
Active portfolio management also includes revitalization
and modernization of our properties. An example of this is
the work on the office building in the Prinzregentenstrasse
in Munich.
It is part of our routine responsibilities to identify opportunities to create additional earnings potential by optimizing
tenant mix and letting status in our real estate portfolio.
This is only possible by providing active, tenant-oriented
services that help to generate customer satisfaction and
forge firm bonds between us and our tenants. This in turn
reduces tenant fluctuation and, consequently, management
costs. We also monitor our operating expenses continuously. This procedure helps us safeguard the value of our
portfolio whilst at the same time keeping tenants’ service
charges at optimal levels.
We also make full use of the latest information technology.
SAP, together with the real estate specialists at Ernst & Young
Consulting, have developed a software system based on
SAP-R3 but tailor-made to our specific requirements. Large
parts of this software are already in use.
Active sales management
Active sales management is another key factor of our
corporate strategy for maximizing yields. It involves constant observation of developments in the real estate market
and analysis of their implications for each property in our
portfolio, in particular to determine whether active portfolio management procedures would further increase profitability. Where this is no longer the case, the property is
deemed to have reached its zenith, i.e. maximum value
appreciation, and is sold. This helps to ensure maximum
return on invested capital.
8
Deutsche Real Estate AG:
innovation in real estate
investment. Our active
management expands new
horizons.
9
F O R U M
Local expertise –
insight into local market
link in the chain from the acquisition of a property, its
ongoing facility management and appraisal until its ultimate
sale. This innovative arrangement is the keystone of the
group’s operating structure. Each local partner functions as
an independent and thus highly motivated enterprise.
Successful real estate deals are only possible with detailed
knowledge of the local markets. A local eye can spot and
assess opportunities, and market proximity facilitates early
contact with current owners. Deutsche Real Estate AG
has recognized this need and has, in collaboration with the
AGIV Real Estate Group, built up a national network of
highly qualified real estate service providers who concentrate exclusively on their regional environment. Long-term
contracts with these local partners give Deutsche Real
Estate AG the necessary access to the main German real
estate markets and a capability to act promptly. (The names
of the local partners in the five regions are listed on the
inside of the front cover.)
It also means that the group has a pool of experienced
real estate specialists at its disposal for recruitment of new
management positions. This ensures that our growth
strategy will not suffer for lack of the necessary human
resources.
Well-thought-out structure –
the function of a management holding corporation
Deutsche Real Estate AG acts essentially as a management
holding corporation. It holds its real estate investments
through subsidiary companies, most of which are wholly
owned (the chart on the inside back cover shows details of
the Deutsche Real Estate AG group structure). Up to now,
each property has normally been the sole asset of the relevant subsidiary. This structure was chosen partly for tax
reasons and partly to enhance flexibility in real estate deals.
The local partners are responsible for identifying properties which promise good yields, and for providing direct
support during the acquisition process. In addition, the
local partners are responsible for representing the owner
and quickly responding to the wishes and problems of
the customer to reach maximum customer satisfaction.
They have their “ear to the market” and are an essential
Deutsche Real Estate AG
Legal structure example of our single asset subsidiaries
Deutsche Real Estate AG
Limited partner (100 %)
DRESTATE Objekt Hamburg,
Friedrich-Ebert-Damm GmbH & Co. KG
10
General partner
Stockholder (100 %)
Verwaltungsgesellschaft
Deutsche Real Estate mbH
The commercial property at Friedrich-Ebert-Damm
110-112 in Hamburg can be taken as a good example of
our legal structure. The building in this case was acquired
by DRESTATE Objekt Hamburg, Friedrich-Ebert-Damm
GmbH & Co. KG, a company formed solely for the purpose of managing and exploiting this one property. As a
limited partner, Deutsche Real Estate AG owns 100 % of
its capital stock. It is consequently classified as an affiliate
and included in Deutsche Real Estate AG’s consolidated
financial statements. The subsidiary’s general partner is
Verwaltungsgesellschaft Deutsche Real Estate mbH of
Hamburg which is, in turn, wholly owned by Deutsche
Real Estate AG.
Revitalization with success –
Prinzregentenstrasse property in Munich
A major challenge of our operations is to identify properties with potential value appreciation and to realize this
potential as rapidly as possible. The Prinzregentenstrasse 18
revitalization project in Munich is exemplary in this regard.
The property is at a famous site opposite the House of
Art, the English Garden, and directly next to the Bavarian
State Chancellery and the Hofgarten. We obtained the
permission to purchase it in 2001 chiefly because we had
developed a tax-optimized model that was tailored to the
seller’s situation.
Directly after purchasing the building, we embarked upon
a complete refurbishment. According to our specifications,
the building was gutted except for the primary structure
(cement skeleton) and completely renovated including
a new façade. We were thus able to raise the building to
a modern standard. The entire building was equipped
with cooling ceilings that have the advantage of greater
cooling with lower service charges. In addition, underfloor
trunking was built in to accommodate the data transmission cabling necessary at this location. Foyer, stairways
and other common areas were designed to a standard
appropriate to the building’s importance.
The building is characterized by efficiency and flexibility
in accommodating different tenants. This is a result of
the shallow depth of the building and the central passage
accesses. Each story can be divided into two rental areas
of 380 to 400 m2. In addition, a card reading system is
incorporated for access control. This allows tenants such as
a worldwide attorneys’ office to use the same card for the
office in New York as the office in Munich. Its up-market,
modern and stylish furnishings provide the property with
overall appeal.
The office space was ready for occupation in 2002. After
renting approximately three-fourths of the space, we
sold the property to a special fund. The return was approximately 10 % of the overall project costs; this profit can
be substantially increased once the building is fully rented.
We were thus able to completely renovate the property
within 1.5 years, rent most of its space, and sell it at a satisfactory profit.
11
F O R U M
Our local partners provide detailed
insight into local markets. This enables
us to identify opportunities as soon as
they begin to crystallize.
12
Analysis points the way to the goal –
the expansion of the high-yield portfolio
Identifying opportunities –
share-based real estate special funds
Continuous analysis of the market is a basic task of our
active real estate management. This uncovers opportunities
such as the one successfully realized with the Prinzregentenstrasse property in Munich. It also allows early identification
of the fundamental changes in our environment which
require our rapid response.
Real estate special funds have developed into one of the
growth engines of the real estate investment sector. Over
the past three years, the total fund volume has nearly
doubled of this standardized, indirect real estate investment
opportunity for institutional investors. At approximately
€ 11.7 billion at the end of 2002, the overall fund volume
was far above the total market capitalization of all German
real estate stock corporations.
The analysis of 2002 paints an unpromising picture. We
unexpectedly experienced a dramatic drop in important
German real estate markets as a result of the overall economic trend. The continued collapse of share prices generated further insecurity, also in regard to real asset value.
This greatly restricted the opportunities of the holding
company to finance investments by issuing shares. The
expansion of real estate companies was therefore held back
far below the level planned at the beginning of the year.
However, the number of available attractive real estate
packages increased. A growing number of large German
corporate groups wish to concentrate on their core business and divest themselves of their real estate holdings,
thus opening up new business opportunities to real estate
specialists. In view of the difficult overall economic backdrop and the extremely unfavorable sector environment,
realizing these opportunities will be a great challenge.
Given this scenario, real estate special funds are becoming
increasingly interesting as an alternative to conventional
forms of financing.
The real estate special fund is to be understood as a real
estate trust that is exclusively available to institutions such
as insurance companies, pension funds, foundations and
church organizations. The special fund is created by an
investment trust. The maximum number of stockholders
is limited to ten. These investors are offered individual
services in the field of investment and portfolio management and services tailored to their specific needs.
As a particular type of public fund, the special funds
are subject to law on investment trusts. In particular, its
provisions governing legal structure the spectrum and
limits of investment borrowing, disclosure requirements,
share redemption guarantees, and they provide for state
supervision. The special fund is tax-neutral, i.e., the fund
is not subject to income tax.
The basic idea of a special fund for shares is an answer to
the question of how real estate stock corporations holding
real estate portfolios can generate additional stock equity
in a difficult capital market: The stock corporation transfers a (partial) portfolio to a newly created special fund in
which institutional investors can participate alongside the
real estate stock corporation.
13
F O R U M
This allows the institutional investors to profit fully from
the knowledge of the real estate stock corporation. In
addition, the investment is eligible to serve as collateral
and is accounted as real estate stock. The real estate stock
corporation can increase its management volume and
stabilize investment income by further spreading the risk.
At the same time, the attractiveness of the share is enhanced
by the increase in the legal security and transparency of
the fund on the level of the corporation. The stockholder
thereby participates in a special fund through the real
estate share, i.e., his investment can easily be resold, and
no issuing premium has to be paid. The advantages for
the corporation and stockholder can only fully be realized
when the strategy is aggressively pursued: The corporation
must focus entirely on special funds, i.e., it holds only
shares in special funds.
From perception to implementation –
active management in practice
Deutsche Real Estate AG saw the special fund as a tool
that allows us to meet market challenges. Toward the
middle of 2002, we started an internal feasibility analysis
on the advantages of the real estate special fund.
Parallel to our own developmental efforts, the resulting
new strategic approach was subjected to intense economic,
legal and actuarial scrutiny. To allow rapid implementation,
discussions were held with banks as the initiators of the
investment trust and investors. We met with very positive
feedback.
14
In the final analysis, however, substantial legal and timerelated barriers could not be overcome. The transaction
costs of the portfolio to be transferred would have noticeably deflated current results of these properties. The necessary total realignment of the company in 2002 around the
special fund proved impossible against this backdrop.
For this reason, we resolved to postpone the implementation of our plans. The developmental effort concerning
the special fund involved a substantial effort on the part
of our personnel in 2002, an additional example of the
accomplishments of active management. Our knowledge
base was expanded, which further ensures our future
success.
Deutsche Real Estate AG –
an attractive investment
Deutsche Real Estate AG is a real estate stock corporation.
Its shares are listed on the Frankfurt am Main, Hamburg
and Berlin-Bremen stock exchanges. As such, it pursues
business in a manner that offers the investor a high degree
of security. But Deutsche Real Estate AG offers a great
deal more. It is an innovative real estate investment corporation that pursues an aggressive, profit-oriented business
strategy from a stable base.
Our business is clearly focused on German commercial
and retail real estate. This is where our core expertise lies.
Our expertise is applied within the framework of our active
real estate management approach with the knowledge that
the German real estate market offers substantial opportunities for superior profits. We are confident that we can
continue to exploit market opportunities to the benefit of
our stockholders and partners.
Clarity defines our business. Based on our
core expertise, we have focused our activities
on German commercial real estate.
15
Information for investors
Real estate stock does better than the DAX
In the international stock market, the downward trend
continued in 2002. Up until March, the stock exchanges
were quite stable. However, once it became clear that the
world economy would not recover as hoped, the markets
began to decline across the board. The threat of military
conflict in Iraq and the accounting scandals in major corporations were additional sources of insecurity to investors.
Against this very weak backdrop, the prices of the 30 largest
German shares that represent the DAX performed quite
poorly in comparison to the values of important foreign
indexes. Over 2002, the drop in value averaged approximately 44 %. German real estate stock again proved to be
much more stable with losses of around 20 %.
The DIMAX, a special index run by the bank of Ellwanger
& Geiger that consists of 55 real estate stock corporations,
resisted the general market trend far into 2002. A drop
in the price of one of the index heavyweights that lost about
two-thirds of its value in June and July generated massive
insecurity among investors, which was intensified by the
negative news from the German real estate market.
Movements in share price
The price of the Deutsche Real Estate AG share was unable
to escape these unfavorable conditions. After reaching
€ 9.49 at the beginning of the new year on the Frankfurter
exchange, our shares started a slide that only bottomed out
in the middle of November at € 2.00. This low marked a
turning point, however. Over a short period, the share
price of Deutsche Real Estate AG recovered to compensate
for part of the loss. By the end of 2002, our stock was
listed at € 4.20.
Dividend history
Dividends
Total
per share
(€)
(€)
Dividend
entitlement
(months)
Number
of shares
1998
805 500
12
3,080,000
944,867
0.31
7,700,000
0.12
1999
805 502
805 503
12
6
7,700,000
7,700,000
2,677,124
1,338,562
0.35
0.17
7,700,000
7,700,000
0.35
0.17
2000
805 502
12
18,480,000
5,359,200
2001
805 502
12
18,480,000
2002
805 502
DE000 805 5021
12
20,582,200
4,015,686
1)
16
Adjusted values1)
Number Dividend per
of shares
share (€)
Security No./
ISIN
Adjustments for the 2:5 share split on August 23, 1999
15,400,000
0.29
18,480,000
10:1 bonus shares
–
18,480,000
–
20,582,200
0.29
Movements in share price
indexed (January 1, 2002 = 100 %)
120
110
100
90
80
DIMAX
70
60
DAX
50
Deutsche Real
Estate AG
40
30
20
02
02
De
c
No
v
02
02
02
O
ct
02
Se
p
Au
g
Ju
ly
02
02
Ju
ne
M
ay
Ap
r0
2
02
02
M
ar
ch
Fe
b
Ja
n
02
10
Source: Ellwanger & Geiger Bank, Stuttgart
Market indexes
Investors expect information that allows them to make
reliable evaluations. A high degree of transparency is
required. Only those who offer this are successful in the
stock market. The DIMAX run by the banking firm
Ellwanger & Geiger provides this share price transparency.
In this special index, all listed German real estate corporations are compared. After weighting for market capitalization, Deutsche Real Estate AG stood at 21st place in the
list of 55 shares at end 2002.
The DIX (Deutscher Immobilienindex) that has been
published for five years by the DID (Deutsche Immobilien
Datenbank GmbH) measures the performance of direct real
estate investments by institutional investors in Germany.
This index provides a view into performance and thereby
contributes to the transparency of businesses. Deutsche Real
Estate AG is planning on creating a database in conformance with the DIX as soon as the new real-estate-specific
SAP system has been fully implemented. We will then be
able to use the information offered by the DID to measure
performance.
17
I N F O R M A T I O N
F O R
I N V E S T O R S
Corporate governance builds confidence
The principles of corporate governance have always been a
major guide in the business policy of Deutsche Real Estate
AG. The recommendations of the “German Corporate
Governance Codex” largely fit with the philosophy of our
company. (The statements of conformance are published
on the Internet under www.drestate.de.) On the following
issues, our position differs from the Commissions recommendations:
■
■
■
18
No retention was agreed for the existing D&O insurance
for the Management Board and Supervisory Board since
it was not recommendable for technical reasons.
The Management Board has no Chairman or Speaker: It
would be illogical to appoint one since the Management
Board only consists of two persons.
The Supervisory Board is not required to form an audit
committee: This body was not felt to be necessary since
the Supervisory Board consists of six members; hence
any questions can be efficiently discussed and resolved
by the Supervisory Board itself.
■
■
■
■
The members of the Supervisory Board are entitled
to exercise managerial or consulting functions for
significant competitors of Deutsche Real Estate AG:
The Management Board and the Supervisory Board
are of the opinion that the experience gained from
such activities can be profitably used for Deutsche Real
Estate AG.
Information on the acquisition or sale of shares or other
securities is published according to the provisions of
§ 15a Securities Trading Law: Such transactions are
published when their overall value to the member of the
Management Board or Supervisory Board is € 25,000
or more within 30 days.
The consolidated financial statements and interim reports
are drafted in accordance with the provisions of the
German Commercial Code and German Corporation law.
The public has access to the consolidated financial
statements and interim reports according to the legal
provisions concerning their publication.
As a supplement to the “German Corporate Governance
Codex”, the “Initiative Corporate Governance der
deutschen Immobilienwirtschaft e. V.” was founded in
September 2002. One of its founding members and
members of its Advisory Board is Dr. Rainer Behne, the
Chairman of the Supervisory Board of Deutsche Real
Estate AG and Chairman of AGIV Real Estate AG. This
initiative developes additional guidelines that take into
account the special demands of the real estate market as
they relate to corporate governance. This resource exists
to enhance the competitive edge of real estate stock
corporations in the capital market.
Additional information according to the EPRA
Deutsche Real Estate AG is committed to the increased
disclosure of corporate data based on the “Best Practices
Policy Recommendations” developed by the European
Public Real Estate Association (EPRA). The key to this
expanded reporting is information on the net asset value
(NAV) and the operating results according to the EPRA.
These voluntary standards for financial reporting allow
European real estate corporations to be compared. This
grants analysts and investors a greater degree of transparency.
Net Asset Value
Balance sheet items 4)
€ ’000
Dec. 31, 2002
Dec. 31, 2001
630,218
579,616
A II. 3
24,637
48,818
B I, II, III
31,080
75,538
A. III 2
1,518
1,518
A I. and C.
7,266
7,304
694,719
712,793
D. 1
422,818
417,316
D. 2- 6
28,889
44,469
Accruals
C.
12,436
10,781
Passive deferred charges and prepaid expenses
E.
21
27
Total liabilities
464,164
472,593
Net Asset Value
230,555
240,200
€ 11.20
€ 13.00
1,007
– 915
30,152
30,702
199,394
210,413
€ 9.69
€ 11.39
Market values
Property under construction
1)
Current assets
Financial assets
2)
Intangible assets and
active deferred charges and prepaid expenses
Total Assets
Liabilities to banks
Other liabilities
NAV per share
Deferred taxation 3)
Sales costs
3)
NAV Going Concern
NAV Going Concern per share
1)
Book values
2)
Remaining shares up to 6 % in subsidiaries valued at the book value
3)
Sales costs and latent taxation discounted over 10 years at 5.0 %
4)
Transfer to items of the consolidated balance sheet
19
F O R
I N V E S T O R S
The real estate portfolio of Deutsche Real Estate AG
was valuated on June 30, 2001 by external, publicly
appointed and certified experts. The valuation was carried
out according to the gross rental method stipulated in
the Valuation Ordinance.
The reports were internally updated at the end of 2002.
The update reflects the growth in value from improved
property management and changes in rental conditions.
The valuation also responds to the influences of market
conditions according to basic principles determined by
external experts.
In the future, all real estate investments will be valued by
external auditors at regular intervals, or the existing reports
will be updated by external experts.
According to EPRA guidelines, the properties under constructions (project developments) are stated at production
cost and not at market value. The NAV hence represents a
net inventory value based on market values that do not
include the potential of the properties under construction.
The management calculates that the potential value amounts
to approximately € 4.1 million.
20
The operating results portrayed in the following table lists
the origin of the individual contributions to operating
income.
Beyond the publication of the NAV and results according
to the EPRA, we will clarify in the management report
in particular the information on risk management recommended by the EPRA. We will provide information in the
Notes on the modalities for management remuneration by
applying the principles of the corporate governance codex.
As an association that includes leading European real estate
public corporations, financial analysts, investors, banks
and auditors, the EPRA plays an important role in streamlining the valuation process on a European level. In this
context, there is close coordination with the “Real Estate”
working group of the German Society of Investment
Analysis and Asset Management (DVFA) that developed
the first standards for analyzing real estate and real estate
stock corporations.
Results 2002 according to the EPRA
Items of the profit and loss account 1)
Dec. 31, 2002
Dec. 31, 2001
Rental income including prepaid operating expenses
1
38,014
32,448
Profits from the sale of property
2
0
0
Losses from the sale of property
0
0
Total income from the sale of property
0
0
€ ’000
Income
Unrealized profits from revaluations
35,380
18,880
– 24,507
– 4,077
Total unrealized profits (losses) from revaluations
10,873
14,803
Total income from real estate investments
48,887
47,251
14,932
14,113
0
0
566
403
64,385
61,767
Unrealized losses from revaluations
Income from property under construction
2
Income from real estate services
Income from other operating activities
6, 7
Total income
Expenditures (after deduction of refunds)
Real estate management (insurance, maintenance, outside services, etc.)
5
– 7,969
– 5,328
Personnel expenses (Supervisory Board remuneration, social security, salaries, etc.)
3
– 2,451
– 2,475
Other expenditures (rent, leaseholds, insurance, taxes, advertisement, etc.)
Depreciation
5
– 8,953
– 8,878
4, 9
– 5,800
– 6,012
0
0
5
– 562
– 404
– 25,735
– 23,097
38,650
38,670
2,207
6,687
40,857
45,357
– 20,925
– 22,839
19,932
22,518
Depreciation of company foundation costs/goodwill
Bad debts
Total expenses
Other income (expenses)
2, 5 (–155)
Operating income before financing costs
Interest charges (net)
2 (1,998),
5 (– 2,769),
8, 10
Operating income before taxes
Profit taxes (+ = refund)
12
Deferred taxes on unrealized profits from revaluation
Other deferred taxes/other taxes
Operating income (including unrealized profit and latent taxes)
Operating income (excluding unrealized profit and latent taxes)
– 1,919
497
– 2,364
– 311
14,964
20,785
9,587
5,797
Operating income (including unrealized profit and latent taxes) per share
€ 0.73
€ 1.13
Operating income (excluding unrealized profit and latent taxes) per share
€ 0.47
€ 0.31
20,582,200
18,480,000
Total shares
1)
13, 14
527
– 3,131
Transfer to items in the consolidated profit and loss account;
figures in parentheses are subcategories of the consolidated profit and loss account
21
F O R
I N V E S T O R S
Development of share capital
On December 31, 2002, the capital stock of Deutsche Real
Estate AG was € 20,582,200 in comparison to € 18,480,000
in the year before. Two changes in capital structure were
responsible for this increase. On the one hand, it was
resolved at the Annual General Meeting on May 15, 2002
to issue bonus shares by increasing the capital stock with
€ 1,848,000 from corporate funds. On the other hand,
new authorized capital stock was generated by subscription
in kind especially for the acquisition of real estate. In
September 2002, a chunk of the authorized share capital
was used to increase share capital by € 254,200, to balance
residual purchase money liabilities for Carreè Seestrasse
GbR and BGB HHD Büro-Center Lützowplatz.
Development of share capital structure
Number
of shares
3,080,000
DM 15,400,000.00
Reason for change
Date
DM 5.00
Security No./
ISIN
805 500
3,080,000
€
7,873,894.97
€ 2.56
Switch from DM to €
March 99
805 500
6,160,000
€ 15,747,789.94
€ 2.56
Increase in share capital from the
issue of new shares at € 15.00
June 99
805 500/805 501
15,400,000
€ 15,747,789.94
€ 1.02
2:5 share split
August 99
805 502/805 503
18,480,000
€ 18,897,347.93
€ 1.02
5:1 rights issue of
new shares at € 12.00
November 00
805 502
18,480,000
€ 18,480,000.00
€ 1.00
Simplified adjustment to round
down nominal share value
May 01
805 502
20,328,000
€ 20,328,000.00
€ 1.00
Rights issue from corporate funds,
issue of 10:1 bonus shares
May 02
805 502
Increase in capital stock
from contribution in kind
September 02
805 502
DE000 805 5021
20,582,200
22
Subscribed Nominal unit/
capital
value
€ 20,582,200.00
€ 1.00
Stockholder structure
There were only minor changes in stockholder structure
during the year under review. With a share of capital stock
of 65.52 %, AGIV Real Estate AG as the legal successor to
HBAG Real Estate AG is the main stockholder of Deutsche
Real Estate AG (previous year: 56.56 %). In accordance
with the allocation standard in § 22 Para. 1 WpHG, this
portion includes a share held by a subsidiary of AGIV Real
Estate AG. WCM Beteiligungs- und Grundbesitz AG
reduced its share in 2002 to 19.87 % (last year: 24.89 %),
and the WCM share dropped again in March 2003 to
8.97 %. The Hamburgische Landesbank held 5.01%
(last year: 5.07 %). The share of the Bayerische Landesbank
dropped below 5.00 % due to the increase in non-cash
capital (last year: 5.07 %): At the year’s end, the nominal
value of widely-held stock was 9.60 % (March 2003:
20.50 %).
Stockholder structure (as of: December 31, 2002)
in %
AGIV
65.52
•
WCM
19.87
•
Hamburgische Landesbank
5.01
•
Free float
9.60
•
23
Management report for the
holding company and the group
24
Contents
General economic situation
26
Business trend for Deutsche Real Estate AG
and the Group
29
Outlook
39
25
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
C O M P A N Y
G R O U P
G E N E R A L E C O N O M I C S I T UAT I O N
Insecurity holds back growth
In 2002, the world economy was marked by great
uncertainty. Initial hopes for continued economic improvement in the second half of the year were disappointed.
The steadily escalating confrontation over Iraq with its
unforeseeable consequences paralyzed the markets. This
conflict significantly contributed to the decline on international stock markets. This was also related to a large
jump in oil prices, further aggravated by the political crisis
in Venezuela.
In view of the uncertainty, the willingness of companies to
invest fell significantly. At the same time, the available
income of private households decreased worldwide from
the fall in share prices. Both factors were reflected in the
world economic trend. The US economy has recovered
somewhat in 2002 from last year’s weakness. However, this
did not generate any lasting impetus for countries outside
of the USA. For example, Japan was not able to break out
of recession, and the economy in the EU grew much more
slowly than in the previous year.
Among the major industrial countries, Germany experienced
real growth in its gross domestic product of only 0.2 %
and hence came in close to last place. As a result, the overall economic utilization of capacity fell, and the number
of jobless increased further. This was reflected in private
consumption which experienced a downward trend for the
first time in several years.
26
H O L D I N G
In addition to investment in equipment, investment in
construction again registered a serious overall decline.
Building construction was particularly affected by this
negative trend and fell in 2002 by 11.5 % according to
the initial estimate from the Federal Office of Statistics.
Downturn in the German real estate market
Against the background of the weak overall economy, the
position of the German real estate market worsened in 2002
at a speed and to an extent that had not been observed in
recent memory, but that was nevertheless not completely
unforeseen. The increasing necessity for comprehensive
restructuring and cost reduction in many companies was
the chief reason for the 33 % drop in new demand for office
space in the five bastions of German real estate, Berlin,
Düsseldorf, Frankfurt am Main, Hamburg and Munich.
There was a corresponding drop in sales revenue from
office space of 27 %, or more than 750,000 m2.
At the same time, the vacant office space in the five major
real estate markets increased to approximately 3.3 million m2
at the end of 2002; this is a rise of approximately 64 % in
comparison to the same date of the preceding year. The
vacancies resulted from the high level of building activity
and completion of projects in Munich and Frankfurt am
Main. A further increase in supply arose from office space
offered by banks and insurance companies for subletting
in the context of cost reduction and efficiency enhancing
programs.
A low interest
rate enabled
investments
to be made
under favorable
conditions.
Peak rents declined as a consequence of these negative
factors. This especially affected Frankfurt am Main,
Hamburg and Munich, leading in certain instances to
very serious losses.
2002 did not yield any improvement for retail in particular.
In fact, the sector-wide weakness increased. In many areas,
the continuing reticence of consumers led to the strongest
reduction in sales in 50 years. Given this context, already
low profits continued their downward slide. This in turn
produced greater competitive pressure that was countered
by many major players in the sector by concentrating their
resources. Subsequently, the retail real estate sector had to
confront additional downward pressure on rental price
that increasingly spread to prime downtown city locations.
Money market
The conditions for investors in the money market remained
extremely favorable. After a rise at the beginning of the
year, interest rates at the end of 2002 fell clearly below
those of the prior year. According to the German Federal
Reserve Bank, the average interest rate for ten-year mortgages on residential real estate fell by 0.35 % to 5.5 %.
For loans with a term of two years, the average interest
rate even fell to 4.6 %.
Given this highly positive interest climate, it was possible to
aggressively pursue the financing of investments. Expiring
financing arrangements were able to be fixed over the
long-term at much lower interest rates. In addition, the
financing of new investments remained favorable with loan
capital plus a relatively low proportion of equity. Due to the
resulting positive effects, the overall interest expenditures
for the real estate portfolio were less in comparison to the
prior year. In the future, the requirements concerning
shareholder’s equity will rise due the Basel II provisions
and reduce the described leverage effect accordingly.
Legal situation
Regarding the general German real estate market, the legal
conditions remained largely stable in 2002. However, for
domestic real estate stock corporations, the introduction of
legislation to further reform the stock and balance sheet
law regarding transparency and publicity (TransPuG) produced new regulations. These can be grouped into three
categories.
27
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
C O M P A N Y
G R O U P
The main thrust is to further link to the German Corporate Governance Codex with the Corporation Law by means
of the statement of conformance as well as Supervisory
Board activity and the audit of the financial statements.
Another goal is to govern the development of financial
reporting. In addition to regulations regarding details, an
important stipulation is the upward valuation of consolidated financial statements by the introduction of an
endorsement requirement.
The third point deals with a series of revisions of details
that fall under the rubric of modernization and regulation
of German Corporation Law. Of substantial practical
importance is for example the removal of restrictions
on changes in capital structure. For example, increases in
capital stock from corporate funds will be feasible in the
future without the previously necessary approval of the
financial statements.
Among the revised details is that the length of time for
the submission of stockholder counterproposals has been
extended. Stockholders are now allowed to submit counterproposals up to two weeks before the day of the annual
general meeting. Beforehand, the time period was one week
after publication of the call to hold the annual general
meeting in the Federal Gazette. The counterproposals are
now only permitted to be published on the corporate
website. In addition, the electronic Federal Gazette will
be the exclusive medium for the required publications of
corporations.
The new legal regulations of the TransPuG that affect
Deutsche Real Estate AG have already been incorporated
into the bylaws as necessary.
28
H O L D I N G
Tax situation
A further series of important changes in tax law came
into effect on January 1, 2002. These include a general tax
exemption on the sale of shares held by corporations in
other corporations starting in fiscal year 2002. This will
make stock investments substantially more attractive for
institutional investors. There is an additional benefit
for financial holding companies granted: Dividends from
subsidiaries will be tax-free starting 2002.
Capital gains of 25 % paid for retained as well as distributed corporate profits will no longer be included in the
income tax owed by the stockholder as of 2002. Stockholder dividends are subject to one-half of the individual
income tax rate reduced by the related (and also halved)
income-related expenses and the saver’s exemption
(so-called half-income method).
Private shareowners can sell interest in corporations taxfree after one year if they do not hold a major interest.
However, the definition of a “major interest” has been
reduced from 10 % to 1 % effective January 1, 2002.
Starting 2002, the half-income procedure will apply to
tax-liable sales of shares within the speculation period and
to holdings constituting a minimum of 1 %.
B USI N ESS TR E N D FOR
D E U TS C H E R E A L E STAT E AG
AN D TH E G ROU P
Despite the overall difficult conditions, Deutsche Real
Estate AG continued its strategy of solid growth in fiscal
year 2002. Including subsidiaries, the real estate portfolio
was expanded over the year from 66 to 68 properties; this
increased corporate investment volume to € 650 million
from € 623 million last year. The investment volume
under management fell slightly at year’s end from approximately € 978 million to approximately € 966 million
since chiefly properties were sold in which an interest was
held by third parties. The rentable space at year’s end
was approximately 759,500 m2 (last year: approximately
757,000 m2).
The rental rate for the total lettable area of approximately
704,300 m2 was 92.1 % with an average remaining term
of tenancy agreements of 6.3 years. This permitted us
to again attain favorable letting income which was due
in large part to the commitment of our local partners.
Regional risks and risks inherent in tenant and portfolio
structures were spread more widely and consequently
reduced by active real estate management. This was also
related to value safeguarding measures for the overall real
estate portfolio.
For the second half of 2002, Deutsche Real Estate AG has
strongly focused on involvement in special real estate funds.
The advantages of this alignment, such as in particular
increased transparency and security of real estate investments, result from the official regulations governing special
funds in which exclusively institutional investors may participate. The private stockholders of Deutsche Real Estate AG
can also profit from its benefits. In addition, this strategy
greatly increases the management volume of AGIV subsidiaries and increases the investment income of Deutsche
Real Estate AG by further spreading the risk.
The most significant acquisitions in 2002
In 2002, Deutsche Real Estate AG acquired a five-story
office and commercial building at the Zeil, the high-traffic
shopping area in Frankfurt am Main. This property, erected
in 1958, has retail space of over 2,350 m2 and 880 m2
office space. The investment volume totaled approximately
€ 5.5 million. The letting ratio of the building is high,
and it promises attractive returns. The refurbishment of
the building is planned to further exploit its potential.
Investment volume by market sectors (as of: March 2003)
in %
Residential
Details of the complete real estate portfolio of Deutsche
Real Estate AG and its subsidiaries and other relevant data
are listed at the end of this report. An updated list of all
real estate holdings with illustrations and details of the
individual properties and their locations can be seen at the
Deutsche Real Estate AG’s website at www.drestate.de.
•
0.1
Retail
21.7
•
Commercial
78.2
•
29
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
H O L D I N G
C O M P A N Y
G R O U P
In July 2002, Deutsche Real Estate AG acquired a building lease for a developed parcel at a prominent Munich
location on the Promenadeplatz. The six-story office
building with a total useable floor space of approximately
3,786 m2 is being renovated and relet. Building started in
October 2002 and is planned to end in September 2003.
By the end of February 2003, approximately 26 % of the
floor space was rented.
In Seesen, Deutsche Real Estate AG purchased a logistics
complex with favorable traffic access for approximately
€ 3.4 million in August 2002. The property with a total
storage and office space of 9,842 m2 is being let under
attractive conditions. To minimize risk, it was nonetheless
stipulated that the rental agreement can be shortened to
the end of 2003 if the tenancy agreement cannot be
extended under similar conditions against expectations.
Another major transaction in the third quarter of 2002
was the acquisition of a 60 % interest in the real estate
company, Neu-Isenburg, Hugenottenallee. Construction
started in July 2002 on a five-story office building with
staggered stories. The completion of the building with an
overall floor area of 5,061 m2 is envisioned for April 2003.
At the end of February 2003, already 40 % of the space
was rented.
Construction activities
The last of three buildings was finished at the construction
project in Neu-Isenburg, Dornhofstrasse in the third quarter
of 2002. The seven-story office building with a total of
approximately 8,600 m2 rental space is almost completely
rented.
In the technology park in Heidelberg, the completion of
the third construction stage will probably be delayed until
March 2003. Deutsche Real Estate AG holds a 49 % share
in this real estate company. The provisions of the general
acquisition agreement exclude any economic disadvantages
for Deutsche Real Estate AG. The technology part is
particularly envisioned for start-up biotech companies with
limited financing opportunities arising from the turbulence
in the capital markets. Nevertheless, the amount of let
space was increased to 60 % of approximately 24,000 m2
by the end of February 2003.
The first stage of the revitalization and renovation of the
Hamburg, Osterfeldstrasse property is nearly finished. The
part of the expansion affecting tenants will be carried out
on an individual basis in accordance with respective tenant
demands. By the end of the year, the demand for available
office space had recovered. At the end of February 2003,
approximately 20 % of the space was rented.
The upgrading of the Munich, Prinzregentenstrasse property was concluded as planned in the year under review
except for user-specific additions to the still unlet space.
On December 31, 2002 76 % of the overall floor area of
4,900 m2 was rented.
30
In Berlin, the planning for the new structure on the
Reichpietschufer in the Tiergarten quarter is making good
progress. The planning permission was granted in September
2002. In accordance with a corresponding preletting
arrangement, an eight-story office building with a rental
space of approximately 10,900 m2 is planned to be erected
on the site purchased in 2001.
The most significant sales in 2002
In the context of our active real estate management,
Deutsche Real Estate AG achieved profits from sales of
€ 15 million in fiscal year 2002.
In July 2002, Deutsche Real Estate AG sold the last of three
new office buildings in Neu-Isenburg, Dornhofstrasse
directly after is was completed. Two further properties were
sold in the southern region; a building on Prinzregentenstrasse in Munich, sold in October 2002 after a construction
phase lasting approximately one year. Two months later,
the sale was announced of 94 % of the real estate company
at Friedrichstrasse, Stuttgart. In 2001, we refurbished this
office building situated at a prime downtown location, and
it has been fully let since that time.
Financing
The operations of the Deutsche Real Estate Group continues to be based on a solid foundation. For example,
the stockholders’ equity in the consolidated financial statements at the end of fiscal year 2002 increased by 8 %
to € 104.6 million corresponding to an equity ratio of
18 % (last year: 17 %). The stockholders’ equity in the
financial statements of the holding company rose 7 % to
€ 123.0 million.
Among the Group’s increased fixed assets, the liabilities to
banks only rose slightly by € 5.5 million to € 422.8 million.
Most of the corporation’s real estate is financed with longterm loans. A significant part of the cash flow is obtained
from long-term tenancy agreements on the properties in the
portfolio. Principle repayments of € 9.0 million also contributed to the increase proportion (last year: € 8.9 million).
Structure of consolidated balance sheet
in € million
569.6
14.3
568.8
569.6
6.4
568.8
14.4
29.8
Assets
Liabilities
%
Current assets ■
%
85.7
93.6
67.2
53.2
Fixed assets ■
■ Short-term debts
■ Medium- and long-term debts
■ Stockholders’ equity
2001
2002
17.0
18.4
2001
2002
31
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
H O L D I N G
C O M P A N Y
G R O U P
Sales
The consolidated sales of Deutsche Real Estate AG grew
in fiscal year 2002 faster than fixed assets to € 38.0 million
from € 32.4 million in the previous year. This corresponds
to a rise of 17 %. Other operating income rose in 2001 to
€ 19.4 million from € 14.6 million. This is due primarily
to the sale of shares in the office building on Friedrichstrasse in Stuttgart, and from the sales of properties on
Prinzregentenstrasse in Munich and Dornhofstrasse 38,
Neu-Isenburg.
The holding company again did not report any sales turnover in the commercial sense.
In the financial statements of the holding company,
ordinary activities fell € 7.2 million to € 5.1 million. This
was due primarily to a reduced number of real estate
sales. The decrease in sales was due to both a poor market
and a conscious reticence arising from the intention of
possibly transferring assets to the special fund. The profit
from the year was € 5.0 million and hence 57 % lower
than that of the previous year.
Employees
As of December 31, 2002 Deutsche Real Estate AG had
no employees. The item of € 0.9 million for personnel
expenses relates to remuneration paid to the Management
Board and pension payments to a former executive director.
Profit
The profit from ordinary Group activities increased by
170 % to € 9.1 million. After-tax consolidated profit was
€ 7.2 million, more than six times that of last year’s level
of € 1.1 million.
Consolidated sales (including other operating income)
Results from ordinary operations (Holding company)
in € million
in € million
57.4
47.1
32.9
12.3
10.4
4.2
1999
32
2000
2001
2002
1999
6.7
2000
5.1
2001
2002
Organization and administration
Deutsche Real Estate AG is a subgroup belonging to the
parent AGIV Real Estate AG and so a member of one of
Germany’s largest quoted real estate groups.
Deutsche Real Estate Service GmbH & Co. KG, a 100 %
subsidiary of Deutsche Real Estate AG, is responsible for
office organization and asset management, portfolio management, financial accounting, controlling and legal affairs,
and employed 23 people at year’s end. The areas of investor
and public relations as well as EDP are supervised by
Taxxus Real Estate GmbH & Co., an office organization
and management company of AGIV Real Estate AG.
Thus Deutsche Real Estate AG is able to seek out qualified
personnel and the latest technology in every area.
In the year under review, the expansion of the SAP-R3 data
processing system continued jointly with the AGIV subsidiaries. SAP-R3 has integrated accounting and reporting
systems that enhance data quality and availability and
improve control of the corporation’s activities.
The service companies charge Deutsche Real Estate AG
fixed fees for their outside services. In the area of commercial property management, the fees were lowered by
0.7 % points starting January 2003 to an average of 2.0 %
of the rental income.
Deutsche Real Estate AG reacted to the difficult market
conditions by adapting its organizational structure and
worked on reducing the cost structure together with AGIV.
The outcome was a centralization of the departments
of the AGIV Group with the combination of the areas
of legal matters and financial accounting in Hamburg. In
December 2002, six employees of Deutsche Real Estate
Service were made redundant for organizational reasons.
The dismissals became effective in 2003.
Research and development
As a real estate stock corporation, Deutsche Real Estate AG
does not pursue research and development in a conventional
sense. Nevertheless, the real estate market requires comparable intelligence. For example, the wide variety of developmental tasks involved in construction and architectural
engineering as well as the changing requirements of tenants
and users must be analyzed. On the basis of these analyses,
Deutsche Real Estate AG gains the necessary information
to determine whether the real estate presently owned or
to be purchased can be managed in line with market conditions over the long-term. Developments are also anticipated than can materially affect the market value of our
properties.
33
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
H O L D I N G
C O M P A N Y
G R O U P
Present in
regional
commercial
markets through
a network
of partners.
As a member of the non-profit-making association
agenda4-eCommunity, Deutsche Real Estate AG actively
participated over the last twelve months in a dialog between
science, the public sector and the economy. Initial joint
results were attained as courses were set up using a crosssystem approach. The individual professional disciplines of
city and regional planning, architecture, civil engineering,
economics, ecology and law were closely linked to optimize the chain of added value from undeveloped plots
to building use, and to help companies participating in the
planning, construction and development process to operate economically.
Since 2002, we have also sponsored gif (Gesellschaft für
immobilienwirtschaftliche Forschung e.V.). The goal
of gif and hence representatives from the entire spectrum
of businesses and institutions associated with real estate
is to increase market transparency, in particular by creating
standards for the analysis and evaluation of markets
and properties. In the 16 gif working groups, guidelines,
definitions and recommendations were drafted and presented to the real estate sector as a strategic instruments.
Best known are the gif guidelines for calculating office and
commercial rental space. These have become standard.
We have incorporated into our existing risk management
system their recommendations for the analysis of real
estate risks.
34
Risk management
Deutsche Real Estate AG has implemented a risk management system based on the Act on Control and Transparency
in the Business Environment (KonTraG). This system
has been incorporated into the entire organization and is
documented in a manual. The internal coverage of risks is
presented in monthly reports and ad-hoc communications
dealing with significant events.
An essential component of the risk management system is
a network throughout Germany of strategic holdings in
regional agencies. Through these local partners, Deutsche
Real Estate AG gains local knowledge of the market to
allow early regional intervention.
Market risk
A detailed understanding of the market is required for
active portfolio management. Deutsche Real Estate AG
has access to information and commercial developments
in the market through a network of information service
providers, agents, memberships in branch associations,
and local partners. We pay particular attention to early
indicators that influence demand for commercial rental
space in reference to price and quality.
The process of ongoing adaptation of our buildings to the
changing needs of tenants and users is not confined merely
to technical developments. It also includes considerations
like trends in space requirements and fitting-out standards.
Based on our current assessment, we are predicting that
2003 will continue to show weak demand with additionally
decreasing rents.
However, most of the rental space is locked into long-term
agreements. Only the unoccupied space (7.9 % of total
lettable area of all properties) and the few rentals that are
up for renewal are exposed to the risk of being rented
under less favorable conditions or being on the market
for a long period. The influence of currently unfavorable
market conditions on the valuation of the real estate
portfolio will therefore be limited.
Deutsche Real Estate AG’s strategy is to restrict its business
activity to the German market, its core area of expertise.
This reduces the risk of misjudging the fluctuations of
trends in demand.
Operating risk
The organizational relationship and economic integration
with AGIV Real Estate AG creates a relationship of interdependence. Hence decisions regarding organizational
structure and business strategy as well as the economic status
of the parent company affect the operation of Deutsche
Real Estate AG. Deutsche Real Estate AG actively participates in shaping this relationship: The Management Board
of Deutsche Real Estate AG is represented in the directorates of AGIV Real Estate AG and can use the corporate
relationship accordingly to produce advantages in efficiency.
Financing risks in real estate investment
Interest risk
Deutsche Real Estate AG pursues a security-oriented
financing policy in which long-term fixed-rate agreements
are the norm. The average remaining term for long-term
loans at fixed interest rates for financing the portfolio was
5 years and 7 months at the end of 2002. Deutsche Real
Estate AG uses this approach to counter high financing
costs from potential increases in the interest rate that could
negatively affect the equity yield rate since borrowing has
a clear leverage effect on returns.
In addition to ongoing rental income, profits from sales
represent a significant portion of the year-end result.
In times of economic uncertainty and weak demand in
the real estate market, there is a risk that these gains will
not be achieved by ongoing sales at the time desired by
Deutsche Real Estate AG and shown in the year-end result.
The present modest demand from investors illustrates
this observation. Nevertheless, to clarify the actual value of
the company to stockholders and increase transparency,
Deutsche Real Estate AG will start publishing supplementary information in 2003 in accordance with the specifications of the European Public Real Estate Association
(EPRA).
35
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
H O L D I N G
C O M P A N Y
G R O U P
We are in
touch with
the banking
world.
A variable interest agreement exists for a share of the real
estate financing (€ 122 million), for example, when a property is being sold. Deutsche Real Estate AG uses swap
transactions to limit the risk from changes in the interest
rate. At present, € 56.5 million of these variable interest
agreements are secured through swap transactions. A change
of the current interest rate level by one percentage point
would cause a change in the interest costs of € 0.67 million
per annum of the remaining variable share (14.4 %) of the
overall financing.
Capital market access
For a company experiencing expansion and growth such
as Deutsche Real Estate AG, access to the capital market is
essential given our capital-intensive business model. To
secure the sources of financing, various measures are used
to strengthen investor confidence. This includes expanded
disclosure in accordance with the guidelines of the European
Public Real Estate Association (EPRA) that substantially
increase the transparency of the company. In addition,
internal reorganization is underway in support of this goal.
In view of substantial equity capital participation on the
part of the Hamburgische and Bayerische Landesbank
and their significant involvement in the existing portfolio
36
financing, Deutsche Real Estate AG has a secure relationship with the banking community. The management also
makes use of other instruments for acquiring additional
capital, including subscriptions in kind of real estate assets
in exchange for new shares. At a later date the issue of
corporate bonds is planned.
Currency risks
Since Deutsche Real Estate AG’s properties are concentrated exclusively in Germany, their financing is almost
exclusively done in local currency (€) to minimize currency
risks from fluctuations in the exchange rate. Four properties were financed in Swiss francs at a total of SFR 91.1
million that did not involve forward coverage. A change
in the exchange rate by 1 Rappen in relation to the Euro
would alter the value of the existing loan obligation by
€ 0.28 million.
Risk from accruing depreciation charges
The progressive depreciation method used by the corporation brings an increase in depreciation charges on a real
estate asset as time progresses. This inevitably affects profit.
During the period in which fixed interest rates apply to
the long-term loans for financing existing real estate acquisitions, this negative effect is offset by decreasing interest
charges as loans are redeemed. Since the depreciation does
not affect liquidity, these cost-offsetting effects improve
the liquidity situation over time.
Risks from property in the portfolio
Deutsche Real Estate AG spreads its risks across a broad
range of properties and regions. Transactions that represent a high individual risk and that have the potential to
endanger the company are not concluded. Investment
funds are systematically allocated to conurbations, major
cities and regions with development potential, especially
in the states of the former West Germany. This includes
different types of property use, especially retail and other
commercial use. A combination of detailed planning at the
local (individual building) level and regular reports is used
for the purposes of portfolio controlling and analysis.
Risks from loss of rent
Under our active portfolio management policy, we decide
from case to case whether to seek normal long-term tenancy
agreements (up to 15 years) or only more short-term
agreements. Responsibility for letting vacant space is in
the hands of the local partners but subject to approval by
the Management Board. The strategic objective in all cases
is long-term capital appreciation rather than short-term
profit. The management of the buildings is assigned to
Deutsche Immobilien Management GmbH, a specialized
AGIV subsidiary.
Risks from construction activities
Risks associated with buildings
We take out comprehensive insurance through a specialized broker against all risks to which the building itself is
exposed. The insurance was reevaluated in conjunction
with the flooding of the Elbe in the summer of 2002.
Contractual agreements with professional companies have
been concluded for the technical control and monitoring
involved in the ongoing inspection of the buildings. These
contractors are involved prior to acquisition of new properties and carry out surveys to identify and evaluate any
hidden defects or environmental problems.
Great potential risks are associated with construction
activities and so these are monitored with particular
care. The construction progress is reported in detail to
the Management Board in monthly project reports.
The potential project risk is documented during the
construction phase and communicated to the parties
responsible for decision-making.
Rental risk
Construction activities are only started when prerental
arrangements have been established with creditworthy
tenants.
Construction cost risks
Risks arising from construction cost overrun during the
erection of a building are contractually limited and largely
born by the contractor.
Sales risk
In calculating the project, a conservative sales price is used
in order to cover any marketing risk. This is done regardless of whether the property was retained as a corporate
holding or will remain as such, or if it is to be sold to a
third party.
37
M A N A G E M E N T
A N D
T H E
R E P O R T
F O R
T H E
H O L D I N G
C O M P A N Y
G R O U P
Simplifying
the corporate
structure
reduces risks.
Infrastructure risks
Deutsche Real Estate AG counters risks associated with the
failure of computer systems, flawed business processes, or
individual key personnel in the company with specialized
knowledge by providing organizational integration within
the AGIV Group in the form of redundant resources that,
however, must not be maintained as expensive idle capacity.
The reduction of risks arising from the management and
control process was also accomplished by the simplification
of the corporate structure associated with reorganization.
Other steps in this direction are the reduction of the
number of subsidiaries and a further standardization and
optimization of business processes and reporting.
Essential business processes (construction supervision,
purchasing, letting, sales) are continually being updated
and further standardized.
38
Legal situation
Influences on changes in the legal situation are analyzed
by professional consultants and incorporated into business
policy.
Dependence report
Deutsche Real Estate AG was not subject to any control
agreement in fiscal 2002. It produced a report on its
relations with affiliated companies pursuant to Section 312
of the German Corporation Act (AktG). This report closes
with the following statement:
“In all the transactions described in this report on its
relations with affiliated companies, our corporation has
without exception received a fair and adequate consideration under the circumstances known to us at the time of
the individual transaction. No action was taken during
fiscal year 2002 which the corporation is legally required
to disclose.”
O U T LO O K
In 2003, the world economy is characterized by hopes for
a lasting recovery. However, given the existing economic
and political insecurities, no thoroughgoing improvement
of the situation is anticipated for the first half of the year.
For the second half of the year, in contrast, the opportunities for a turnaround are felt to be promising. These
expectations are however based upon the premise that no
unforeseen negative effects will arise from the Iraq conflict. Against this backdrop, only a moderate recovery is
anticipated for the German economy.
The real estate market is therefore not expected to revive
in 2003. The anticipated continuation of receding demand
for commercial property will cause a drop in business
volume and increase in vacancy. For this reason, rents will
probably also remain under pressure. If the economic conditions do not worsen, a best-case scenario would envision
the stabilization of the real estate markets at a low level
over the course of 2003. Against this backdrop, today’s
comparatively long marketing times for new and renewed
rentals will probably not shorten.
In view of the global political and economic uncertainties
as well as further potential negative influences on the
German real estate market, we feel that it would be unwise
to forecast specific results. Nevertheless, we will continue
to pursue results for the current fiscal year 2003 that will
enable us to distribute dividends to the stockholders of
Deutsche Real Estate AG.
Berlin, March 28, 2003
The Management Board
Marcus Hientzsch
In this difficult environment, Deutsche Real Estate AG
intends to concentrate on optimizing its own portfolio.
Within the context of this strategy, sales of properties
amounting to an overall volume of approximately € 100 million are foreseen. We wish to use the liquidity that this
will release to finance planned investments in our existing
portfolio and increase the equity ratio by the redemption
of loans. At the same time, this will reinforce profitability.
39
Financial statements
40
Financial statements
Financial statements holding company
Balance sheet
42
Profit and loss account
44
Notes
45
Movements in fixed assets
46
Development of capital stock, capital and
profit reserves, authorized capital, and
unissued authorized capital in 2002
48
Auditors’ report
55
Investment holdings
56
Consolidated financial statements
Balance sheet
60
Profit and loss account
62
Notes
63
Movements in fixed assets
66
Development of capital stock, capital and
profit reserves, authorized capital, and
unissued authorized capital in 2002
68
Market segment report
74
Cash flow statement
76
Auditors’ report
80
41
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
C O M P A N Y
Balance sheet of the holding company December 31, 2002
Notes
Assets
A. Fixed assets
Dec. 31, 2002
€ ’000
Dec. 31, 2001
€ ’000
0
4
11
8
87,996
73,155
1
I. Intangible assets
Licenses
II. Tangible assets
Other equipment, operational and office equipment
III. Financial assets
1. Shares in affiliated companies
2. Investments
5,169
8,224
93,165
81,379
93,176
81,391
B. Current assets
I. Receivables and other current assets
1. Trade receivables
2. Receivables from affiliated companies
3. Receivables from other companies
in which an interest is held
4. Other assets
with a residual term of more than one year: € 272,000
(2001: € 259,000)
II. Cash at bank
42
2
82
63
69,876
69,471
254
2,556
995
3,454
71,207
75,544
4
1,377
71,211
76,921
164,387
158,312
Notes
Liabilities and stockholders’ equity
Dec. 31, 2002
€ ’000
A. Stockholders’ equity
Dec. 31, 2001
€ ’000
3
I. Subscribed capital
20,582
18,480
81,913
79,625
752
752
14,699
4,893
15,451
5,645
5,069
11,698
123,015
115,448
1. Accruals for pensions
612
550
2. Tax accruals
624
891
II. Capital reserve
III. Revenue reserve
1. Legal reserve
2. Other retained earnings
IV. Net income for the year
B. Accruals
4
3. Deferred taxation
4. Other accruals
C. Liabilities
1. Liabilities to banks
2. Trade payables
3. Payables to affiliated companies
4. Payables to other companies
in which the group owns an interest
5. Other liabilities
incl. taxes: € 193,000 (2001: € 147,000)
1,300
674
594
772
3,130
2,887
10,276
12,786
5
6,059
10,614
21,053
15,095
654
1,258
200
224
38,242
39,977
164,387
158,312
43
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
C O M P A N Y
Profit and loss account of the holding company
For the year from January 1 to December 31, 2002
Notes
2002
€ ’000
2001
€ ’000
1. Other operating income
1
4,686
13,438
2. Personnel expenses
2
a) Wages and salaries
822
1,717
b) Social security and pension contributions
incl. pension: € 127,000 (2001: € 66,000)
127
66
949
1,783
5
10
3. Depreciation of tangible and intangible fixed assets
4. Other operating expenses
3
3,190
2,160
5. Income from investments
incl. affiliated companies: € 4,236,000 (2001: € 1,930,000)
4
4,236
2,524
3,136
3,485
6. Other interest and similar income
incl. affiliated companies: € 3,018,000 (2001: € 3,248,000)
7. Depreciation of financial assets
5
720
1,955
8. Interest and similar expenses
incl. affiliated companies: € 915,000 (2001: € 690,000)
6
2,132
1,257
5,062
12,282
7
– 589
627
626
0
0
1
5,025
11,654
9. Profit on ordinary activities
10. Claimed taxes on income
(2001: Taxes on income)
12. Other taxes
13. Profit for the year
14. Profit brought forward
44
44
15. Proceeds from capital stock decrease
0
417
16. Transfer to reserve in accordance with regulations
on simplified capital stock decrease
0
417
5,069
11,698
17. Balance sheet profit
44
Notes to the financial statements of the holding company
G E N E R A L I N F O R M AT I O N
The financial statements were drawn up in accordance with
the statutory accounting requirements of the German
Commercial Code (HGB) and supplementary regulations
of the German Corporation Act (AktG).
Deutsche Real Estate Aktiengesellschaft, Bremerhaven is
a large stock corporation in accordance with § 267 para. 3
HGB.
For the profit and loss account, total cost type accounting
was used as in the prior year in accordance with § 275
para. 2 HGB.
Receivables, other assets and liquid assets are valued at
their nominal value.
In the year under review, accruals for pensions were reported
for the first time according to internationally recognized
standards (FAS 87) based on actuarial principles using the
present-value method at an interest rate of 5.75 %. The
calculations were based on the tables of Dr. Klaus Heubeck.
Tax accruals and other accruals cover all identifiable risks
as well as contingent liabilities. They have been formulated
at amounts based on customary business judgment.
The tangible fixed assets are reported at acquisition cost
less scheduled linear depreciation. The depreciation is
scheduled over the anticipated useful life.
The accruals for deferred taxes were essentially calculated
from the differences between the investment income from
subsidiaries and the lower amount of taxable profit on
which Deutsche Real Estate AG, Bremerhaven, is assessed
in accordance with the uniform and separate determination of the rules of income taxation. Differences between
the amounts shown for investment income from the subsidiaries in the commercial balance sheet and in the tax
balance sheet essentially result from tax contributions and
the fact that the real estate owned by the subsidiaries is
subject to progressive depreciation in the former and
straight-line depreciation.
Low-value items are written off in the year of acquisition.
Liabilities are shown at the amounts payable.
AC C O U N T I N G A N D
VA L UAT I O N P R I N C I P L E S
Intangible fixed assets are valued at acquisition cost less
scheduled depreciation.
Financial assets are reported at the lower of acquisition
cost (including ancillary acquisition costs) or value at
balance sheet date.
45
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
C O M P A N Y
N OT E S TO T H E B A L A N C E S H E E T
1 Fixed assets
Movements in the cost of acquisition and manufacture
ReclassifiJan. 1, 2002
Additions
Disposals
cation
Dec. 31, 2002
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
Intangible assets
Licenses
16
0
0
0
16
9
4
0
0
13
Shares in affiliated companies
75,110
16,923
5,542
4,180
90,671
Investments
8,224
3,580
2,455
– 4,180
5,169
83,334
20,503
7,997
0
95,840
83,359
20,507
7,997
0
95,869
Tangible assets
Other equipment, operational and office equipment
Financial assets
Total fixed assets
The additions to fixed assets include capital stock increases
for existing investment projects and new company formation
including capital stock increases and acquisition/ancillary
acquisition costs for interests acquired in companies.
The company attained a profit of € 4,596,000 over the
prior fiscal year from the sale of various investments. For
details, please refer to the explanations regarding other
operating income on page 51.
46
The reclassifications affect the shares changed from the
prior year and related changes in assignments to affiliated
companies and investments.
The figures provided in accordance with § 285 No. 11
HGB are presented in a separate listing of the investment
holdings on pages 56 to 59.
Development of accumulated depreciation
Net book values
Jan. 1, 2002
€ ’000
Additions
€ ’000
Dec. 31, 2002
€ ’000
Dec. 31, 2002
€ ’000
Dec. 31, 2001
€ ’000
12
4
16
0
4
1
1
2
11
8
1,955
720
2,675
87,996
73,155
0
0
0
5,169
8,224
1,955
720
2,675
93,165
81,379
1,968
725
2,693
93,176
81,391
2 Receivables and other current assets
Trade receivables and other current assets have a remaining
term of less than one year except for a loan to the amount
of € 272,000 (2001: € 259,000).
The receivables from affiliated companies of € 69,876,000
chiefly result from the liquidity briefly made available to
the subsidiaries. These accounts bore interest during the
fiscal year at 1 % over the 3-month EURIBOR rate
(2001: 4.75 % per annum).
The other assets are made up as follows:
2002
€ ’000
2001
€ ’000
Tax refund claims
498
2,151
Loans
272
1,146
Pension liability
insurance claims
132
121
Accounts payable
36
33
Other
57
3
995
3,454
The tax refund claims result from the collection of tax
credits permissible under commercial law that are listed in
the balance sheet for the current year and are first reported
for tax purposes in the following year. The interest on
loans is 5 % per annum.
47
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
C O M P A N Y
Development of capital stock, capital and profit reserves, authorized capital, and unissued authorized capital in 2002
Annual General
Meeting
Management
Board
Supervisory
Board
Resolution of
Resolution of
Approval of
As of Jan. 1, 2002
In accordance with the resolution of the Annual General Meeting, the net
May 15, 2002
income for the year on December 31, 2001 of € 11,654,000 was reinvested and
reported as other retained earnings.
May 15, 2002
Increase in capital stock from corporate funds in accordance with §§ 207 et seq. AktG
According to the resolution of the Annual General Meeting, the corporation’s
capital stock was increased by converting a portion consisting of € 1,848,000
of other revenue reserves reported under revenue reserves.
Cancellation of the previous resolution concerning authorized capital totalling
May 15, 2002
€ 4,620,000 (authorized capital stock I) and to the amount of € 4,620,000
(authorized capital stock II), and empowerment of the Management Board to
increase the capital stock by € 9,240,000 extending to May 15, 2007 against
subscriptions in cash and/or in kind with the approval of the Supervisory Board
by issuing new shares. The Supervisory Board is entitled to adapt the version
of the articles of incorporation corresponding to the scope of the increase in
capital stock from authorized capital stock.
Cancellation of the prior unissued authorized capital to the amount of € 770,000,
May 15, 2002
creation of new unissued authorized capital to the amount of € 924,000 by
issuing stock options extending to May 15, 2007 by the Management Board
and with the approval of the Supervisory Board of up to a total of 924,000
new no-par value bearer shares (term ends June 30, 2012).
Aug. 26, 2002
Sept. 3, 2002
Increase in capital stock from contribution in kind in accordance with
§§ 182 et seq. AktG
Empowerment of the Management Board to increase capital stock by May 15, 2007,
against subscriptions in cash and/or in kind, by issuing, with the approval of the
Supervisory Board, new shares to the value of € 8,986,000. The Supervisory Board
is entitled to adapt the version of the articles of incorporation corresponding to
the scope of the increase in capital stock from authorized capital stock.
As of Dec. 31, 2002
3 Stockholders’ equity
The corporate capital stock on the closing date was
€ 20,582,200.00 divided into 20,582,200.00 no-par value
bearer shares.
48
The development of the subscribed capital, capital and
profit reserves, authorized capital, and unissued authorized
capital is detailed in the table above.
Date
entered in the
Commercial
Register
Subscribed
capital
Legal
reserves
§ 150 (2) AktG
€ ’000
Other retained
earnings
§ 272 (3) HGB
€ ’000
Authorized
capital stock
€ ’000
Capital reserves
§ 272 (2) No. 1
HGB
€ ’000
€ ’000
Unissued
authorized
capital increase
€ ’000
18,480
79,625
752
4,893
9,240
770
May 29, 2002
May 29, 2002
11,654
1,848
– 1,848
May 29, 2002
– 9,240
9,240
May 29, 2002
– 770
924
Sept. 10, 2002
254
2,288
20,582
81,913
Deutsche Real Estate Aktiengesellschaft is empowered to
acquire its own shares by November 15, 2003 up to 10 %
of its registered share capital, so as to allow it to offer shares
– 254
752
14,699
8,986
924
or redeem company shares to third parties when buying
companies or an interest in a corporation.
49
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
4 Accruals
Accruals for pensions were valued for the first time in accordance with FAS 87. An increase of € 88,000 in comparison
to last year arises from the change in the valuation method.
C O M P A N Y
In the estimation of the Management Board, these accruals
will cover the potential tax burden arising from the commercial balance sheet.
The other accruals are made up as follows:
The tax accruals were essentially for corporate tax
(€ 592,000) and a solidarity surcharge (€ 32,000) related
to the prior year, and deferred taxes.
Given the incompatibilities between the depreciation of
buildings permissible under commercial law by the sinking
fund method and the linear depreciation prescribed by tax
law, differences may arise that affect corporate taxes.
€ 626,000 was added to accruals for deferred taxes in fiscal
year 2002. The overall accruals for deferred taxes were
€ 1,300,000 on the closing date.
2002
€ ’000
2001
€ ’000
Publications and annual reports
170
160
Remuneration of the Supervisory Board and dispersements
130
130
Preparation and audit of the
financial statements
100
104
Annual General Meeting
85
15
Reserves for accounts receivable
57
11
Consultant fees
52
43
Management bonuses
0
242
Rent guarantees
0
67
594
772
5 Liabilities
Total
€ ’000
10,276
10,276
0
2001:
12,786
2,560
10,226
Trade payables
6,059
6,059
0
10,614
10,614
0
21,053
21.053
0
15,095
15,095
0
2001:
Payables to affiliated companies
2001:
Payables to other companies
2001:
Other liabilities
2001:
2001:
The liabilities to banks are exclusively from liabilities on
current accounts.
50
Residual terms
up to 1 year
1 to 5 years
€ ’000
€ ’000
654
654
0
1,258
1,258
0
200
200
0
224
224
0
38,242
38,242
0
39,977
29,751
10,226
The payables to affiliated companies carry an interest rate
of 1 % above the 3-month EURIBOR rate (2001: 4.75 %
per annum).
N OT E S TO T H E
P R O F I T A N D LO S S AC C O U N T
3 Other operating expenses
1 Other operating income
2002
€ ’000
Sale of financial assets
2001
€ ’000
4,596
13,225
46
0
Reversal of accruals
7
68
Cost refunds
0
50
37
95
4,686
13,438
Loss compensation, prior year
Other
The results from the sales of financial assets concern the
profit of € 4,076,000 from the sale of the 94 % limited
partner’s share in DRESTATE Objekt Stuttgart, Friedrichstrasse GmbH & Co. KG, Hamburg, and the profit of
€ 520,000 from the termination of the dormant interest
in the Forum Seestrasse Grundstücksgesellschaft mbH,
Hamburg.
The loss compensation for last year concerns the company
DRESTATE Objekt Neu Isenburg II GmbH & Co. KG,
Hamburg, and hence represent a corresponding amount
not related to the accounting period.
Sales commissions and
finder’s fees
2002
€ ’000
2001
€ ’000
1,168
489
Group costs
425
0
Disclosure of the annual reports
361
290
Preparation and audit of the
financial statements
271
205
Consultancy fees
215
123
Loss allocation for Schwedt
Kuhheide GmbH & Co. KG
155
0
Advertising and travel costs
146
119
Remuneration of the Supervisory
Board and dispersements
130
130
Vehicle costs
36
88
Insurance premiums
and contributions
17
51
Cost of money transactions
5
117
Rent guarantees taken up
0
230
Rents
0
36
Other
261
282
3,190
2,160
Expenses of € 84,000 unrelated to the accounting period
under review relate to publications and Annual General
Meeting.
4 Income from investments
2 Personnel expenses
The summary on page 53 provides information on
remuneration paid to members of the Management Board.
Contributions to retirement pension totalled € 59,000,
payments into accruals for pensions amounted to € 67,000,
and life insurance premiums to € 6,000.
Dividends
Results of the subsidiaries
2002
€ ’000
2001
€ ’000
4,236
1,930
0
594
4,236
2,524
The results from the subsidiaries (partnerships) are from
the share of profits resulting after settling negative deficit
accounts.
The proportion of these subsidiary companies’ (partnerships) losses is not shown in the commercial balance sheet.
51
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
5 Depreciation of financial assets
The depreciation of financial assets concerns a write-down
of € 720,000 of an investment in DRESTATE Objekte
Hamburg Vierundzwanzigste GmbH & Co. KG,
Hamburg.
6 Interest and similar expenses
In addition to finance-related interest and interest from
associated parties, € 592,000 is included under the item
interest and similar expenses to cover the interest swap
agreement.
2002
€ ’000
2001
€ ’000
Corporate tax,
solidarity surcharge
– 322
624
Trade tax, previous year
– 267
0
0
3
– 589
627
CONTI NG E NT LIAB I LITI ES AN D
OT H E R F I N A N C I A L C O M M I T M E N TS
Together with the Deutsche Shopping Aktiengesellschaft,
Hamburg, the company issued letters of undertaking to the
Bayerische Landesbank in Munich in 1999. These letters
of undertaking for a nominal € 84,363,000 concern the
granting of loans to the 100 % subsidiaries of Deutsche
Shopping Aktiengesellschaft, Hamburg for the acquisition
of the Stinnes Do It Yourself markets. The value of these
outstanding loans totaled € 75,983,000 as of the balance
sheet closing date.
The corporation submitted letters of comfort for subsidiaries and holding companies to the banks financing
the respective properties. This produced liabilities to the
amount of € 453,916,000 on the balance sheet closing
date.
52
Furthermore, a letter of comfort was issued in July 2002
for a leasehold contract with a 75-year term and a ground
rent of € 500,000 per annum.
To eliminate the excess debt of subsidiaries, letters of
postponement were issued that yielded an obligation of
€ 1,593,000 on December 31, 2002.
Liabilities from guarantees exist amounting to € 12,369,000.
7 Refunded taxes on income (2001: Taxes on income)
Capital gains tax
C O M P A N Y
Other financial obligations arose from an interest swap
agreement signed in 1999. The corporation undertook
to pay interest at a rate of 4.93 % per annum up to
December 1, 2004 on an amount declining gradually from
€ 61,355,000 to € 53,031,000 on December 1, 2004.
In return, the corporation receives interest on the relevant
amount at the 1-month EURIBOR rate plus 0.5 %. The
interest swap serves as a hedge against the interest risk on
the loans granted to the subsidiaries of Deutsche Shopping
Aktiengesellschaft, Hamburg. The value of this interest
swap totalled € 56,517,000 as at the balance sheet closing
date.
OT H E R I N F O R M AT I O N
Ownership details and
other legally required information in accordance
with Section 25 Securities Trading Act
A majority interest is held in Deutsche Real Estate Aktiengesellschaft, Bremerhaven, by AGIV Real Estate Aktiengesellschaft, Hamburg.
In a letter of November 20, 2002 WCM Beteiligungsund Grundbesitz-Aktiengesellschaft, Frankfurt am
Main, stated that its voting share in Deutsche Real Estate
Aktiengesellschaft had exceeded the 5 % threshold on
November 19, 2002. Its present voting share is 19.87 %.
In a letter of April 4, 2002 the corporation was notified by
the Hamburgische Landesbank that it held 5.07 % of the
voting share of Deutsche Real Estate Aktiengesellschaft on
April 1, 2002.
In a letter of October 2, 2002, the Bayerische Landesbank
stated that its voting share fell below the 5 % threshold on
September 10, 2002 and is presently 4.94 %.
Employees
The holding company had no employees during the fiscal
year under review. The personnel expenses relate mainly to
The holding company and the subsidiaries have signed
agreements with affiliated companies for the provision of
asset management, facility management and other services.
Management Board
Mr. Busso von Alvensleben, Berlin, businessman
Mr. Marcus Hientzsch, Berlin, Immobilienökonom (ebs)
■
■
The activities of the Management Board in other managerial bodies as they relate to § 125 para. 1 sentence 3 AktG
are found on page 83.
Busso von Alvensleben and Marcus Hientzsch are empowered to represent the corporation jointly with another
member of the Management Board or with an officer
possessing powers of attorney (Prokurist). Both are free
of the restrictions posed by § 181 BGB.
The following persons were officers with powers of attorney
(Prokurist) as at the balance sheet closing date:
Mr. Volker Lemke, Hamburg
Mr. Axel Harloff, Hamburg
Mr. Christian Bock, Hamburg
Ms. Inga-Britt Schulz, Buchholz
Mr. Sven-Christian Frank, Vaterstetten
■
■
■
■
■
The members of the Management Board were awarded the
following compensation in fiscal year 2002:
Management
Board
Busso
von Alvensleben
€ ’000
Marcus
Hientzsch
€ ’000
Total
€ ’000
Fixed compensation
280
240
520
Variable compensation
125
125
250
Total
405
365
770
In addition, a former member of the Management Board
received payments to the amount of € 52,000 in fiscal
year 2002.
Furthermore, the members of the Management Board
were granted options:
In February 2002, Mr. von Alvensleben was granted the
acquisition of 46,200 corporate no-par value bearer shares
at a base price of € 9.00 per share. He was also granted the
in December 2002 according to the new option program
by a resolution of the annual general meeting on May 15,
2002 at a base price of € 2.76 per share. Both options can
be exercised for 50 % of the shares 3 years after granting of
the options and for the remainder 4 years at the earliest
after granting of the option. The options can be exercised
before June 30, 2009 and June 30, 2012 respectively. To
exercise the options, the quoted price of the share must
increase by not less than 10 % per annum over the option
price from the date on which the options were granted.
According to the dilution protection clause contained in
the option agreement, the base price for the acquisition of
the 46,200 no par value bearer shares must be adjusted
from € 9.00 to € 8.18 effective June 5, 2002 as a result of
the increase in capital stock by Deutsche Real Estate AG.
In December 2002, Mr. Hientzsch was granted the right to
purchase 38,500 corporate no-par value bearer shares at a base
price of € 2.76 per share. The option can be also exercised
for 50 % of the shares 3 years after granting of the option
and for the remaining 50 %, at the earliest 4 years after
granting of the option, and by June 30, 2012 at the latest.
In order to exercise the options, the quoted price of the share
must increase by not less than 10 % per annum over the
option price from the date on which the options were granted.
53
F I N A N C I A L
S T A T E M E N T S
H O L D I N G
The options granted to the members of the Management
Board were also subject to base price adjustment according
to the dilution protection clause as a result of the increase
in capital stock by Deutsche Real Estate AG. The base price
of the option granted to Mr. von Alvensleben in 1999 fell
from € 6.00 to € 5.45. The base price of the option granted
to Mr. Hientzsch in 2001 fell from € 9.00 to € 8.18.
Pension payments of € 59,000 were made to a former
Executive Director.
Supervisory Board
Dr. Rainer Behne, Hamburg, businessman (Chairman),
Chairman of the Management Board of AGIV Real
Estate AG, Hamburg
Mr. Peter Rieck,Hamburg (Deputy Chairman),
Deputy Speaker of the Management Board of the
Hamburgische Landesbank – Girozentrale –, Hamburg
Mr. Michael Doranth, Munich,
Management Spokesman of LBI Landesbank Immobilien
Division of Bayerische Landesbank – Girozentrale –,
Munich
Mr. Karl Ehlerding, Hamburg, MBA
Dr. Wolf Klinz, Königstein i. Ts., businessman
Mr. Alexander Knapp Voith, St. Moritz, Switzerland,
businessman
■
C O M P A N Y
At the Annual General Meeting of Deutsche Real Estate
Aktiengesellschaft, Bremerhaven, the Management Board
and the Supervisory Board will propose that the net income
for fiscal year 2002 will be transferred to revenue reserves.
The Supervisory Board and the Management Board of
Deutsche Real Estate Aktiengesellschaft, Bremerhaven,
issued the statement required by § 161 AktG on the
recommendations of the “Governmental Commission of
the German Corporate Governance Codex” for the first
time on December 30, 2002. The corporate Internet
website was made permanently accessible to stockholders.
An amended statement of conformance was issued on
March 24, 2003 and made permanently accessible to
stockholders through the corporate website.
■
■
The present financial statements are entered in the consolidated financial statements for the very small circle of companies, the consolidated financial statements of Deutsche
Real Estate Aktiengesellschaft, Bremerhaven, that is filed
in the Bremerhaven Commercial Register, Department B,
No. 1035 and published in the Federal Gazette.
■
■
■
The additional members in other managerial bodies as
they relate to § 125 para. 1 sentence 3 AktG are found
on page 83.
The fixed remuneration for the supervisory boards in fiscal
2002 is as follows:
€ ’000
Dr. Rainer Behne
35
Mr. Peter Rieck
23
Mr. Karl Ehlerding
17
Mr. Michael Doranth
17
Mr. Alexander Knapp Voith
17
Dr. Wolf Klinz
17
A majority interest in Deutsche Real Estate Aktiengesellschaft, Bremerhaven, is held by AGIV Real Estate Aktiengesellschaft, Hamburg. AGIV Real Estate Aktiengesellschaft, Hamburg, drafts consolidated financial statements
for the larger circle of companies in accordance with § 285
No. 14 HGB that includes the consolidated financial statements of Deutsche Real Estate Aktiengesellschaft, Bremerhaven. The consolidated financial statements of AGIV
Real Estate Aktiengesellschaft are filed in the Hamburg
Commercial Register, Department B, No. 83628 and are
published in the Federal Gazette.
Bremerhaven, March 28, 2003
126
54
Marcus Hientzsch
Auditors’ report
We have audited the annual financial statements, together
with the bookkeeping system, and the management report
of the Company Deutsche Real Estate Aktiengesellschaft,
Bremerhaven, for the business year from January 1 to
December 31, 2002. The maintenance of the books and
records and the preparation of the annual financial statements and management report in accordance with German
commercial law are the responsibility of the Company’s
management. Our responsibility is to express an opinion
on the annual financial statements, together with the
bookkeeping system, and the management report based
on our audit.
We conducted our audit of the annual financial statements
in accordance with § 317 HGB and German generally
accepted standards for the audit of financial statements
promulgated by the Institut der Wirtschaftsprüfer in
Deutschland (IDW). Those standards require that we plan
and perform the audit such that misstatements materially
affecting the presentation of the net assets, financial
position and results of operations in the annual financial
statements in accordance with German principles of proper
accounting and in the management report are detected
with reasonable assurance. Knowledge of the business
activities and the economic and legal environment of the
Company and evaluations of possible misstatements are
taken into account in the determination of audit procedures.
The effectiveness of the accounting-related internal control
system and the evidence supporting the disclosures in the
books and records, the annual financial statements and
the management report are examined primarily on a test
basis within the framework of the audit. The audit includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall presentation of the annual financial statements
and management report. We believe that our audit provides
a reasonable basis for our opinion.
Our audit has not led to any reservations.
In our opinion, the annual financial statements give a
true and fair view of the net assets, financial position and
results of operations of the Company in accordance with
German principles of proper accounting. On the whole
the management report provides a suitable understanding
of the Company’s position and suitably presents the risks
of future development.
Hamburg, March 31, 2003
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
Bagehorn
Auditor
Gajewski
Auditor
55
Investment holdings
Corporation
Reg’d office
Share of
capital
%
Subscribed
capital
€ ’000
Stockholders’
equity
€ ’000
Results
€ ’000
Companies included in the consolidated financial statements
of Deutsche Real Estate Aktiengesellschaft
a) Direct subsidiaries of Deutsche Real Estate Aktiengesellschaft
Verwaltungsgesellschaft Deutsche Real Estate mbH
Hamburg
100.00
260
260
99
DRESTATE Objekt Berlin, Friedrichstrasse GmbH & Co. KG
Hamburg 1)
100.00
3,800
281
– 463
DRESTATE Objekt Duisburg, Averdunkplatz GmbH & Co. KG
Hamburg 1)
100.00
3,500
3,500
4
Hamburg 1)
100.00
5,600
5,600
171
GET Grundstücksgesellschaft mbH
Hamburg
60.00
25
– 593
– 206
Mendelssohnstrasse GmbH & Co. KG
Hamburg 1)
100.00
3,300
3,300
148
DRESTATE Objekt Stuttgart, Rosensteinstrasse GmbH & Co. KG
Hamburg 1)
100.00
1,600
1,513
109
DRESTATE Objekt Berlin, Hauptstrasse GmbH & Co. KG
Hamburg 1)
100.00
1,100
895
– 131
DRESTATE Objekt Düsseldorf, Bonner Strasse GmbH & Co. KG
Hamburg 1)
100.00
900
900
142
DRESTATE Objekt Limburgerhof, Burgunderplatz GmbH & Co. KG
Hamburg
1)
100.00
600
600
19
DRESTATE Objekt Ludwigshafen,
Carl-Bosch-Strasse GmbH & Co. KG
Hamburg 1)
100.00
200
194
–3
DRESTATE Objekt Böblingen,
Otto-Lilienthal-Strasse GmbH & Co. KG
Hamburg 1)
100.00
1,800
1,532
– 39
Fünfunddreißigste GmbH & Co. KG
Hamburg 1)
100.00
8,000
7,804
– 141
DRESTATE Objekt Heidelberg,
Mannheimer Strasse GmbH & Co. KG
Hamburg 1)
100.00
200
115
– 21
DRESTATE Objekt Heidelberg,Vangerowstrasse GmbH & Co. KG
Hamburg 1)
100.00
300
204
– 10
DRESTATE Objekt Dietzenbach, Waldstrasse GmbH & Co. KG
Hamburg
1)
100.00
1,100
22
– 213
DRESTATE Objekt Düsseldorf, Wahlerstrasse GmbH & Co. KG
Hamburg 1)
100.00
3,500
3,500
397
DRESTATE Objekt Saarbrücken, Kaiserstrasse GmbH & Co. KG
Hamburg
1)
100.00
1,900
1,041
– 539
DRESTATE Objekt Saarbrücken, Hafenstrasse GmbH & Co. KG
Hamburg 1)
100.00
600
144
– 170
DRESTATE Objekt Berlin, Hackesche Höfe GmbH & Co. KG
Hamburg
1)
100.00
3,900
3,670
– 34
DRESTATE Objekt Berlin-Teltow,
Potsdamer Strasse GmbH & Co. KG
Hamburg 1)
100.00
900
557
– 92
DRESTATE Objekt München, Prinzregentenstrasse GmbH & Co. KG
Hamburg 1)
65.00
500
500
2,815
DRESTATE Objekt Norderstedt, Kohfurth GmbH & Co. KG
Hamburg 1)
90.00
800
800
132
DRESTATE Objekte Hamburg, Vierundzwanzigste GmbH & Co. KG
Hamburg 1)
100.00
150
12,353
– 580
DRESTATE Objekt Freising,
Alois-Steinecker-Strasse GmbH & Co. KG
Hamburg 1)
100.00
8,100
8,051
– 26
DRESTATE Objekt Frankfurt,
Westerbachstrasse GmbH & Co. KG
Hamburg 1)
100.00
2,200
1,172
– 349
1)
2)
3)
4)
5)
56
The company invokes the exemption from disclosure permitted by Section 264 b of HGB
direct investment holdings 4.2 %, indirect investment holdings 65.8 %
direct investment holdings 6 %, indirect investment holdings 56.4 %
preliminary results for 2002
Corporation
Reg’d office
Share of
capital
Stockholders’
equity
€ ’000
Results
%
Subscribed
capital
€ ’000
€ ’000
DRESTATE Objekt Berlin, Krausenstrasse GmbH & Co. KG
Hamburg 1)
100.00
800
771
–5
DRESTATE Objekt Dietzenbach II GmbH & Co. KG
Hamburg
1)
100.00
1,200
1,200
256
DRESTATE Objekt Goslar, Im Schleeke GmbH & Co. KG
Hamburg 1)
100.00
800
800
165
Sechsundfünfzigste GmbH & Co. KG
Hamburg 1)
100.00
60
32
– 11
DRESTATE Objekt Frankenthal,
Beindersheimer Strasse GmbH & Co. KG
Hamburg 1)
100.00
500
500
104
DRESTATE Objekt München,
Maria-Probst-Strasse GmbH & Co. KG
Hamburg 1)
100.00
600
600
92
DRESTATE Objekt Berlin, Kurfürstendamm GmbH & Co. KG
Hamburg 1)
100.00
6,400
6,337
59
DRESTATE Objekt Hamburg, Sechzigste GmbH & Co. KG
Hamburg
100.00
100
– 134
– 80
Achte TAXXUS Real Estate Aktiengesellschaft
Hamburg
100.00
500
517
8
1)
Verwaltungsgesellschaft DRESTATE München Oberanger mbH
Hamburg
70.00
30
24
–6
Zweite Verwaltungsgesellschaft DRESTATE Neu Isenburg mbH
Hamburg
100.00
26
37
11
Fünfte Verwaltungsgesellschaft DRESTATE mbH
Hamburg
100.00
30
57
480
DRESTATE Objekt Berlin, Reichpietschufer GmbH & Co. KG
Hamburg 1)
100.00
50
– 769
– 636
Deutsche Real Estate Service GmbH & Co. KG
Hamburg 1)
100.00
4,500
1,762
– 1,668
DRESTATE Objekte Hamburg, Fünfundsechzigste GmbH & Co. KG
Hamburg 1)
100.00
50
39
–6
DRESTATE Objekte Hamburg, Sechsundsechzigste GmbH & Co. KG
Hamburg
1)
94.00
50
–6
–9
DRESTATE Objekte Hamburg,
Siebenundsechzigste GmbH & Co. KG
Hamburg 1)
100.00
50
– 53
– 97
DRESTATE Objekt Lübeck, Lohmühlencenter GmbH & Co. KG
Hamburg
1)
100.00
1,000
838
– 76
Neunundsechzigste GmbH & Co. KG
Hamburg 1)
100.00
50
40
–6
DRESTATE Objekte Hamburg, Siebzigste GmbH & Co. KG
Hamburg 1)
100.00
50
40
–6
DRESTATE Objekt Dresden GmbH
Hamburg
100.00
25
–2
– 19
DRESTATE Objekte Hamburg, Einundsiebzigste GmbH & Co. KG
Hamburg 1)
100.00
50
36
– 12
DRESTATE Objekt Seesen, Rudolf-Diesel-Strasse GmbH & Co. KG
Hamburg 1)
100.00
50
50
116
DRESTATE Objekt München, Promenadeplatz GmbH & Co. KG
Hamburg 1)
100.00
50
– 233
– 281
DRESTATE Objekte Hamburg, Vierundsiebzigste GmbH & Co. KG
Hamburg 1)
100.00
50
37
–5
DRESTATE Objekte Hamburg, Fünfundsiebzigste GmbH & Co. KG
Hamburg 1)
100.00
50
23
– 24
DRESTATE Objekt Frankfurt, Zeil GmbH & Co. KG
Hamburg 1)
100.00
200
200
68
DRESTATE Objekte Hamburg, Achtundsiebzigste GmbH & Co. KG
Hamburg 1)
100.00
50
42
–6
Neunundsiebzigste GmbH & Co. KG
Hamburg 1)
100.00
50
42
–6
94.00
0
– 12,193
– 958
Carreé Seestrasse (GbR)
Forum Seestrasse Grundstücksgesellschaft mbH
Siebte Verwaltungsgesellschaft DRESTATE mbH
Verwaltungsgesellschaft mbH & Co. Hugenottenallee KG
Berlin
Berlin
94.00
51
–5
124
Hamburg
100.00
25
21
–4
Neu-Isenburg
60.00
25
1,376
– 208
Deutsche Shopping Aktiengesellschaft
Hamburg
100.00
500
1,055
505
DRESTATE Wohnen Aktiengesellschaft
Hamburg
100.00
500
396
– 80
Verwaltungsgesellschaft Heide Grund mbH
Hamburg
100.00
25
25
0
57
I N V E S T M E N T
H O L D I N G S
Corporation
Reg’d office
Share of
capital
Stockholders’
equity
€ ’000
Results
%
Subscribed
capital
€ ’000
€ ’000
b) Subsidiaries owned indirectly through
Verwaltungsgesellschaft DRESTATE Dresden, Narrenhäusl mbH
Hamburg
DRESTATE Objekt Dresden, Narrenhäusl GmbH & Co. KG
Hamburg
100.00
25
15
–3
1)
100.00
500
335
– 94
Hamburg 1)
80.00
100
100
27
Hamburg 1) 2)
70.00
1,500
1,628
– 175
Hamburg 1) 3)
80.00
50
50
6,662
94.00
26
2,091
–6
100.00
25
32
25
c) Subsidiary owned indirectly through
Zweite Verwaltungsgesellschaft DRESTATE Neu Isenburg mbH
DRESTATE Objekt Neu Isenburg II GmbH & Co. KG
d) Subsidiary owned directly through
Verwaltungsgesellschaft DRESTATE München Oberanger mbH
DRESTATE Objekt München, Oberanger GmbH & Co. KG
e) Subsidiary owned indirectly through
Fünfte Verwaltungsgesellschaft DRESTATE mbH
DRESTATE Objekt Neu Isenburg III GmbH & Co. KG
f) Subsidiaries owned indirectly through
Deutsche Shopping Aktiengesellschaft
K-Witt Kaufzentrum Wittenau GmbH
Verwaltungsgesellschaft Deutsche Shopping mbH
Hamburg
DRESTATE Objekt Bremerhaven, An der Mühle GmbH & Co. KG
Hamburg
1)
100.00
250
181
– 12
DRESTATE Objekt Worms, Am Ochsenplatz GmbH & Co. KG
Hamburg 1)
100.00
1,000
962
2
DRESTATE Objekt Berlin, Wittenauer Strasse GmbH & Co. KG
Hamburg
1)
100.00
500
403
– 97
DRESTATE Objekt Berlin, Wiesenweg GmbH & Co. KG
Hamburg 1)
100.00
256
200
211
DRESTATE Objekt Köln, Bernkasteler Strasse GmbH & Co. KG
Hamburg
1)
100.00
550
550
3
DRESTATE Objekt Düsseldorf, Ulmenstrasse GmbH & Co. KG
Hamburg 1)
100.00
350
350
113
DRESTATE Objekt Bottrop, Friedrich-Ebert-Strasse GmbH & Co. KG
Hamburg 1)
100.00
500
485
78
DRESTATE Objekt Bremen, Vegesacker Heerstrasse GmbH & Co. KG
Hamburg 1)
100.00
200
200
114
DRESTATE Objekt Düren, Bahnstrasse GmbH & Co. KG
Hamburg 1)
100.00
300
300
79
DRESTATE Objekt Berlin, Teilestrasse GmbH & Co. KG
Hamburg 1)
100.00
1,000
1,000
509
DRESTATE Objekt Engelsdorf, Riesaer Strasse GmbH & Co. KG
Hamburg 1)
100.00
800
800
317
DRESTATE Objekt Dresden, Kesselsdorfer Strasse GmbH & Co. KG
Hamburg 1)
100.00
4,800
4,800
248
DRESTATE Objekt Berlin, Idunastrasse GmbH & Co. KG
Hamburg 1)
100.00
800
800
228
DRESTATE Objekt Halle, Brauhausstrasse GmbH & Co. KG
Hamburg 1)
100.00
650
613
57
DRESTATE Objekt Augsburg,
Bürgermeister-Fischer-Strasse GmbH & Co. KG
Hamburg 1)
100.00
1,000
– 621
– 389
DRESTATE Objekt Gießen-Linden,
Robert-Bosch-Strasse GmbH & Co. KG
Hamburg 1)
100.00
700
671
– 26
1)
2)
3)
4)
5)
58
Berlin 1)
The company invokes the exemption from disclosure permitted by Section 264 b of HGB
direct investment holdings 6 %, indirect investment holdings 56.4 %
preliminary results for 2002
Corporation
Reg’d office
Share of
capital
Stockholders’
equity
€ ’000
Results
%
Subscribed
capital
€ ’000
94.00
1,000
– 1,146
644
Hamburg
100.00
26
– 425
– 245
Hamburg
87.50
0
– 1,243
– 53
Berlin
50.00
0
– 7,963
– 97
Hamburg 1) 4)
62.40
2,500
792
– 846
Sechzehnte DWI Grundbesitz GmbH
Hamburg
49.00
51
– 1,080
– 157
GfG-Beteiligungsgesellschaft mbH
Hamburg
40.00
9,100
12,885
293
€ ’000
g) Subsidiary owned indirectly through
DRESTATE Objekt Freising, Alois-Steinecker-Strasse GmbH & Co. KG
Grundstücksgesellschaft Freising,
Hamburg 1)
h) Subsidiary owned indirectly through
DRESTATE Objekte Hamburg, Vierundzwanzigste GmbH & Co. KG
Verwaltungsgesellschaft DRESTATE mbH
i) Subsidiary owned indirectly through
DRESTATE Objekt Heidelberg, Mannheimer Strasse GmbH & Co. KG
GbR Heidelberg, Mannheimer Strasse
j) Subsidiary owned indirectly through
DRESTATE Objekte Hamburg, Siebenundsechzigste GmbH & Co. KG
BGB HHD Büro-Center Lützowplatz
k) Subsidiary owned indirectly through
GET Grundstücksgesellschaft mbH
DRESTATE Objekt Hamburg, Osterfeldstrasse GmbH & Co. KG
Associated companies
Technologiepark Heidelberg II GmbH & Co. KG
GdbR Köln Gremberghoven
Technologiepark Heidelberg I GmbH & Co. KG
Grundstücksgesellschaft Taubenstrasse 19, GbR mbH
Hamburg
49.00
1,000
53
– 2,449
Heidelberg
40.00
2,526
2,526
228
Hamburg
49.00
1,800
681
364
Berlin
45.00
645
17,100
371
GbR Hackesche Höfe
Hamburg
44.91
14,037
– 20,791
– 2,155
Verwaltung Hackesche Höfe Berlin GmbH
Hamburg
50.00
26
68
4
WDT Real-Estate GmbH
Berlin
5)
33.33
30
28
0
Krausenstrasse 8 Berlin GbR
Berlin 5)
50.00
1
746
– 166
58. Hanseatische Grundbesitz GmbH & Co. KG
Hamburg
26.00
81,807
– 913
– 1,644
XENDA Vermögensverwaltungsgesellschaft mbH
Hamburg
32.00
26
26
–1
BAKOLA Miteigentumsfonds I Objekt Duisburg-Averdunk
Duisburg 5)
70.07
7,005
2,788
374
DRESTATE Objekte Hamburg, Neunzigste GmbH & Co. KG
Hamburg
100.00
50
46
–4
Companies not included in the consolidated financial statements
59
C O N S O L I D A T E D
F I N A N C I A L
S T A T E M E N T S
Consolidated balance sheet December 31, 2002
Notes
Assets
A. Fixed assets
Dec. 31, 2002
€ ’000
Dec. 31, 2001
€ ’000
1,810
1,576
8
9
1,818
1,585
495,155
427,070
602
473
1
I. Intangible assets
1. Franchises, trademarks, patents, licenses and
similar rights and licenses to such rights
2. Goodwill
II. Tangible assets
1. Land and buildings, leasehold rights and buildings,
including buildings on third-party land
2. Other equipment, operational and office equipment
3. Advance payments and assets under construction
24,637
48,818
520,394
476,361
1. Shares in affiliated companies
4,948
4,898
2. Shares in associated companies
4,722
5,220
III. Financial assets
3. Investments
376
271
10,046
10,389
532,258
488,335
0
7
8,275
8,414
94
1,314
11,844
11,113
B. Current assets
I. Inventories
II. Receivables and other current assets
1. Trade receivables
2. Receivables from affiliated companies
3. Receivables from associated companies
4. Receivables from other companies
in which an interest is held
2,105
108
5. Other assets
2,849
6,058
III. Cash at hand and in bank
C. Deferred charges and prepaid expenses
D. Deferred taxation
60
2
25,167
27,007
5,913
48,524
31,080
75,538
5,448
5,719
0
13
568,786
569,605
Notes
Dec. 31, 2002
€ ’000
A. Stockholders’ equity
Dec. 31, 2001
€ ’000
3
I. Subscribed capital
II. Capital reserve
20,582
18,480
81,913
79,625
853
853
III. Revenue reserve
1. Legal reserve
2. Other retained earnings
IV. Consolidated profit/loss
V. Difference arising from capital consolidation
VI. Minority interests
B. Special account with reserve characteristics
C. Accruals
14,699
4,893
15,552
5,746
– 12,584
– 6,466
469
466
– 1,317
– 839
104,615
97,012
7
0
612
549
4
1. Accruals for pensions and similar obligations
2. Tax accruals
998
1,874
2,240
942
4. Other accruals
8,586
7,416
12,436
10,781
422,818
417,316
10,023
16,189
D. Liabilities
5
1. Liabilities to banks
2. Trade payables
3. Payables to affiliated companies
4,045
109
4. Payables to associated companies
8,909
9,799
781
497
5,131
17,875
451,707
461,785
21
27
568,786
569,605
5. Payables to other companies in which
the group owns an interest
6. Other liabilities
incl. taxes: € 580,000 (2001: € 7,932,000)
incl. social security: € 40,000 (2001: € 22,000)
E. Deferred items
61
F I N A N C I A L
S T A T E M E N T S
Consolidated profit and loss account
For the year from January 1 to December 31, 2002
Notes
2002
€ ’000
2001
€ ’000
1. Sales
1
38,014
32,447
2. Other operating income
2
19,437
14,639
2,115
2,371
336
104
3. Personnel expenses
a) Wages and salaries
b) Social security and pension contributions
4. Depreciation of tangible and intangible fixed assets
2,475
5,462
5. Other operating expenses
3
20,553
15,723
6. Income from investments
incl. affiliated companies: € 217,000 (2001: € 280,000)
4
217
378
348
26
7. Income from associated companies
8. Other interest and similar income
984
1,158
1,270
550
21,138
21,082
9,059
3,356
12. Taxes on income
– 526
998
1,311
311
14. Other taxes
1,053
921
9. Depreciation of financial assets
10. Interest and similar expenses
incl. affiliated companies: € 382,000 (2001: € 0)
11. Profit on ordinary activities
15. Consolidated profit for the year
16. Loss brought forward
18. Minority interests
7,221
1,126
– 18,120
– 7,567
– 1,685
– 25
19. Proceeds from capital stock decrease
0
417
20. Transfer to reserve in accordance with regulations
on simplified capital stock decrease
0
– 417
– 12,584
– 6,466
21. Consolidated loss
62
2,451
4,529
Notes to the consolidated financial statements
ANHANG DES KONZERNS
G E N E R A L I N F O R M AT I O N
The consolidated financial statements for fiscal year 2002
have been prepared in accordance with the requirements
of the German Commercial Code (HGB) and German
Corporation Law (AktG).
The financial statements of the companies to be included
in the consolidation are based on uniform accounting and
valuation principles.
The financial statements as well as the lists of share ownership of Deutsche Real Estate Aktiengesellschaft, Bremerhaven and of the Group are files at the Bremerhaven District
Court, Department B, No. 1035 and published in the
Federal Gazette.
Associated companies are reported using the equity
method when Deutsche Real Estate Aktiengesellschaft
holds a 20 % to 50 % interest and exerts a substantial
influence. The other investments are reported at the cost
of acquisition.
In comparison with last year, the balance sheet total
increased by € 68,670,000 from the first-time inclusion of
Verwaltungsgesellschaft mbH & Co. Hugenottenallee KG,
Neu-Isenburg, as well as the increase in interest and related
change from equity to full consolidation for Carreé Seestrasse (GbR), Forum Seestrasse Grundstücksgesellschaft
mbH and GbR Heidelberg, Mannheimer Strasse.
In particular, this has had the following consequences for
the consolidated balance sheet of December 31, 2002:
€ ’000
C O M PA N I E S I N C L U D E D I N
T H E C O N S O L I DAT I O N
The consolidated financial statements include the financial
statements of the holding company Deutsche Real Estate
Aktiengesellschaft, Bremerhaven and those of its direct
and indirect subsidiaries in which an interest of more than
50 % is held.
A total of 90 subsidiaries are included in the full consolidation (2001: 90). The companies newly included in 2002
comprise a newly founded company and three companies
that were changed from equity consolidation to full consolidation due to an increase in participating interest.
The only unconsolidated holdings remain those in
DRESTATE Objekte Hamburg, Neunzigste GmbH &
Co. KG, Hamburg and in BAKOLA Miteigentumsfonds I
Objekt Duisburg-Averdunk in which the Group holds a
70.07 % interest. These companies are of negligible significance for forming a true picture of the assets and financial
and earnings situation of the group as a whole.
Tangible assets
Receivables and other current assets
Cash, postal giro balances, credit balances at bank
Accruals
67,002
1,249
420
124
77,676
Trade payables
1,431
Other liabilities
1,077
The deconsolidation of DRESTATE Objekt Stuttgart
Friedrichstrasse GmbH & Co. KG has lead to the reduction
of tangible corporate assets by € 16,869,000 and liabilities
to banks by € 15,237,000. In 2002, the total sales accredited
to the real estate company were € 1,461,000.
With regard to subsidiaries as defined in § 290 HGB
that are also affiliated as defined in § 271 para. 2 HGB,
we refer to the listing of investment holdings on pages
56 to 59.
63
F I N A N C I A L
S T A T E M E N T S
M ETHODS USE D I N
T H E C O N S O L I DAT I O N
The consolidated financial statements contain the financial
statements of all the companies included in the consolidation as of the same closing date.
The book value method was used for the capital consolidation, the acquisition costs being offset against the group’s
share in the subscribed capital of the subsidiary companies
at the time of first consolidation.
Positive differences resulting from the capital consolidation
are shown on the assets side of the balance sheet for those
financial assets where current value exceeds book value.
Any residual differences are reported as goodwill and
depreciated over 15 years corresponding to their future
economic benefit.
Passive differences resulting from capital consolidation are
shown as a separate item in the equity section.
An adjustment item was created for minority interests for
companies belonging to the subsidiaries.
The equity method was used to value interests in associated
companies as defined in Section 311 of HGB. The amount
of the purchase price (book value) exceeding the group’s
share in the equity of associated companies in the initial
consolidation is included under the item “Land and buildings, leasehold rights and buildings, including buildings on
third-party land”. The total negative equity on the balance
sheet closing date is € 5,349,000.
Assigned values in the financial statements of associated
companies that deviate from uniform Group regulations
are generally retained.
64
Internal Group loans and other receivables, liabilities,
sales turnover, (interest) charges and (interest) income
have been eliminated.
Profits on inter-group disposals of real estate and investments
have been eliminated. Tax deferrals have been created in
accordance with Section 306 of HGB.
AC C O U N T I N G A N D
VA L UAT I O N P R I N C I P L E S
The accounting and valuation principles are uniformly
applied throughout the Group.
For the profit and loss account, total cost type accounting
was used.
Intangible fixed assets are valued at acquisition cost less
scheduled depreciation.
The tangible fixed assets are reported at acquisition cost
less scheduled linear depreciation if applicable. The
depreciation is scheduled over the anticipated useful life.
Buildings are written down progressively over a 40-year
period uniformly throughout the Group. If the straightline method had been used, the depreciation charge
would have been higher.
Low-value items are written off in the year of acquisition.
The investments and shares in affiliated companies are
reported at acquisition cost or the value at closing date,
whichever is the lowest.
Receivables, other current assets and liquid assets are
valued at their nominal value or value at closing date,
whichever is the lowest.
■
■
■
Carreé Seestrasse (GbR), Berlin (94 %, 2001: 47 %)
Forum Seestrasse Grundstücksgesellschaft mbH, Berlin
(94 %, 2001: 47 %)
GbR Heidelberg, Mannheimer Strasse, Heidelberg
(87.5 %, 2001: 43.75 %).
In the year under review, accruals for pensions were reported
for the first time according to internationally recognized
standards (FAS 87) based on actuarial principles using the
present-value method at an interest rate of 5.75 %. The
calculations were based on the tables of Dr. Klaus Heubeck.
In the year under review, 60 % of the shares of
Verwaltungsgesellschaft mbH & Co. Hugenottenallee KG,
Neu-Isenburg, were consolidated for the first time.
Tax accruals and other accruals cover all identifiable risks
as well as contingent liabilities. They have been formulated
at amounts based on customary business judgment.
The shares of DRESTATE Objekt Stuttgart Friedrichstrasse
GmbH & Co. KG were deconsolidated in the year under
review.
The tax accruals contain deferred taxation according to
§ 274 HGB from the financial statements of the subsidiaries.
2 Receivables and other current assets
The trade receivables and other current assets have a
residual term of less than one year.
Liabilities are shown at the amounts payable. Amounts
payable denominated in foreign currencies have been
translated at the higher of the rate applying on the day
of the transaction or the rate at closing date.
N OT E S TO T H E
C O N S O L I DAT E D B A L A N C E S H E E T
1 Fixed assets
The movements in consolidated fixed assets are presented
in the consolidated fixed-asset movement schedule on pages
66 and 67.
The receivables from affiliated companies chiefly result
from the liquidity briefly made available to the subsidiaries.
These accounts bore interest during the fiscal year at
1 % over the 3-month EURIBOR rate (2001: 4.75 %
per annum).
The other assets are made up as follows:
2002
€ ’000
Pension liability insurance
132
121
Loans
326
1,146
1,863
4,252
528
538
2,849
6,057
Tax refund claims
Reported in the additions from first consolidation are the
companies that were included in the full consolidation
arising from the increase in interest (2001: equity consolidation):
2001
€ ’000
Other
65
F I N A N C I A L
S T A T E M E N T S
Movement in consolidated fixed assets
Jan. 1, 2002
€ ’000
Movements in the cost of acquisition and manufacture
Addition
from first
ReclassifiAdditions consolidation
cation
Disposals
€ ’000
€ ’000
€ ’000
€ ’000
Dec. 31, 2002
€ ’000
Intangible assets
Franchises, trademarks, patents,
licenses and similar rights and
licenses to such rights
Goodwill
1,615
564
0
0
0
2,179
11
0
0
0
0
11
1,626
564
0
0
0
2,190
450,972
21,151
86,492
24,580
42,700
540,495
497
188
148
0
1
832
48,889
8,059
4,281
– 24,580
11,964
24,685
500,358
29,398
90,921
0
54,665
566,012
Tangible assets
Land and buildings, leasehold rights
and buildings, including buildings
on third-party land
Other equipment,
operational and office equipment
Advance payments and assets
under construction
Financial assets
Shares in affiliated companies
4,898
50
0
0
0
4,948
Shares in associated companies
5,770
515
0
0
0
6,285
271
105
0
0
0
376
10,939
670
0
0
0
11,609
512,923
30,632
90,921
0
54,665
579,811
Investments
66
Development of depreciation
Addition
from first
Reclassificonsolidation
cation
Disposals
€ ’000
€ ’000
€ ’000
Jan. 1, 2002
€ ’000
Additions
€ ’000
39
330
0
0
2
1
0
41
331
23,902
Net book values
Write up
€ ’000
Dec. 31, 2002
€ ’000
Dec. 31, 2002
€ ’000
Dec. 31, 2001
€ ’000
0
0
369
1,810
1,576
0
0
0
3
8
9
0
0
0
0
372
1,818
1,585
4,096
17,656
23
337
0
45,340
495,155
427,070
24
103
103
0
0
0
230
602
473
71
0
0
– 23
0
0
48
24,637
48,818
23,997
4,199
17,759
0
337
0
45,618
520,394
476,361
0
0
0
0
0
0
0
4,948
4,898
550
1,270
0
0
0
– 257
1,563
4,722
5,220
0
0
0
0
0
0
0
376
271
550
1,270
0
0
0
– 257
1,563
10,046
10,389
24,588
5,800
17,759
0
337
– 257
47,553
532,258
488,335
67
F I N A N C I A L
S T A T E M E N T S
Development of capital stock, capital and profit reserves, authorized capital, and unissued authorized capital
of the parent company in 2002
Annual General
Meeting
Management
Board
Supervisory
Board
Resolution of
Resolution of
Approval of
As of Jan. 1, 2002
In accordance with the resolution of the Annual General Meeting, the net
May 15, 2002
income for the year on December 31, 2001 of € 11,654,000 was reinvested and
reported as other retained earnings.
May 15, 2002
Increase in capital stock from corporate funds in accordance with §§ 207 et seq. AktG
According to the resolution of the Annual General Meeting, the corporation’s
capital stock was increased by converting a portion consisting of € 1,848,000
of other revenue reserves reported under revenue reserves.
Cancellation of the previous resolution concerning authorized capital totalling
May 15, 2002
€ 4,620,000 (authorized capital stock I) and to the amount of € 4,620,000
(authorized capital stock II), and empowerment of the Management Board to
increase the capital stock by € 9,240,000 extending to May 15, 2007 against
subscriptions in cash and/or in kind with the approval of the Supervisory Board
by issuing new shares. The Supervisory Board is entitled to adapt the version
of the articles of incorporation corresponding to the scope of the increase in
capital stock from authorized capital stock.
Cancellation of the prior unissued authorized capital to the amount of € 770,000,
May 15, 2002
creation of new unissued authorized capital to the amount of € 924,000 by
issuing stock options extending to May 15, 2007 by the Management Board
and with the approval of the Supervisory Board of up to a total of 924,000
new no-par value bearer shares (term ends June 30, 2012).
Aug. 26, 2002
Sept. 3, 2002
Increase in capital stock from contribution in kind in accordance with
§§ 182 et seq. AktG
Empowerment of the Management Board to increase capital stock by May 15, 2007,
against subscriptions in cash and/or in kind, by issuing, with the approval of the
Supervisory Board, new shares to the value of € 8,986,000. The Supervisory Board
is entitled to adapt the version of the articles of incorporation corresponding to
the scope of the increase in capital stock from authorized capital stock.
As of Dec. 31, 2002
68
Date
entered in the
Commercial
Register
Subscribed
capital
Legal
reserves
§ 150 (2) AktG
€ ’000
Other retained
earnings
§ 272 (3) HGB
€ ’000
Authorized
capital stock
€ ’000
Capital reserves
§ 272 (2) No. 1
HGB
€ ’000
€ ’000
Unissued
authorized
capital increase
€ ’000
18,480
79,625
752
4,893
9,240
770
May 29, 2002
May 29, 2002
11,654
1,848
– 1,848
May 29, 2002
– 9,240
9,240
May 29, 2002
– 770
924
Sept. 10, 2002
254
2,288
20,582
81,913
– 254
752
14,699
8,986
924
69
F I N A N C I A L
S T A T E M E N T S
Corporate statement of stockholders’ equity December 31, 2002
Subscribed
capital
Capital
reserve
Common
stock
As at Dec. 31, 2001
Share issues
Legal
reserve
€ ’000
€ ’000
€ ’000
18,480
79,625
853
254
2,288
1,848
0
0
0
0
0
20,582
81,913
853
Change of companies included in the consolidation
Other changes
Consolidated profit for the year
As at Dec. 31, 2002
3 Stockholders’ equity
The capital stock of the parent company, Deutsche Real
Estate Aktiengesellschaft, Bremerhaven, was € 20,582,200.00
on the balance sheet date made up of 20,582,200 no-par
value bearer shares. The development of the capital stock,
capital and profit reserves, authorized capital, and unissued
authorized capital of the parent company is detailed in the
table on pages 68 and 69.
70
Deutsche Real Estate Aktiengesellschaft is empowered to
acquire its own shares by November 15, 2003: up to 10 %
of its registered share capital, so as to allow it to offer shares
to third parties when buying companies, or an interest in
a corporation, or to redeem company shares.
Company earnings
Other revenue
reserves
Cumul. other consolidated profits
Stockholders’
equity
Minority
stockholder
capital
Corporate
equity
Total
company
earnings
€ ’000
Other neutral
transactions
€ ’000
Loss
brought
forward
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
4,893
– 6,466
– 720
466
97,851
– 839
97,012
2,542
2,542
0
– 489
– 489
9,806
– 11,654
– 1,848
3
3
– 1,674
– 1,671
0
0
5,536
0
5,536
1,685
7,221
14,699
– 18,120
2,968
469
105,932
– 1,317
104,615
The development of the corporate equity and total corporate
result is presented in detail according to German financial
reporting standard (DRS) 7.
In addition, the corporation’s capital stock was increased
by converting a portion consisting of € 1,848,000 of other
retained earnings reported under revenue reserves.
The other changes concern the retention of the net profit
resolved on December 31, 2001 by the Annual General
Meeting of Deutsche Real Estate Aktiengesellschaft
amounting to € 11,654,000 and their transfer to other
retained earnings.
The additional changes to minority stockholders essentially
concern the withdrawals from reserves in subsidiaries
totalling € 2,024,000.
71
F I N A N C I A L
S T A T E M E N T S
4 Accruals
Accruals for pensions were valued for the first time in accordance with FAS 87. An increase of € 88,000 in comparison
to last year arises from the change in the valuation method.
€ 1,298,000 was added to accruals for deferred taxation
in fiscal year 2002. The overall accruals for deferred taxes
were € 2,240,000 on the closing date.
The other accruals are made up as follows:
Accruals for deferred taxation have been created in the
financial statements of Deutsche Real Estate Aktiengesellschaft and Deutsche Shopping Aktiengesellschaft and
included without adjustment in the consolidated financial
statements.
Given the incompatibilities between the depreciation of
buildings permissible under commercial law by the sinking
fund method and the linear depreciation prescribed by tax
law, differences may arise that affect corporate taxes.
Preparation of the audit,
consultation and legal costs
2002
€ ’000
2001
€ ’000
504
410
Maintenance
644
818
Rent guarantees
635
125
Warrantees
1,065
282
Outstanding accounts payable
3,122
3,006
Other
2,616
2,775
8,586
7,416
5 Liabilities
up to 1 year
€ ’000
422,818
47,637
100,520
274,661
417,316
110,817
61,125
245,374
10,023
10,023
0
0
16,189
16,189
0
0
4,045
4,045
0
0
109
109
0
0
8,909
8,909
0
0
9,799
1,824
7,975
0
781
781
0
0
497
497
0
0
Other liabilities
5,131
5,131
0
0
2001:
17,875
17,875
0
0
451,707
76,526
100,520
274,661
461,785
147,311
69,100
245,374
2001:
Trade payables
2001:
Payables to affiliated companies
2001:
Payables to associated companies
2001:
Payables to other companies
2001:
2001:
The liabilities to banks are secured by charges on land.
72
Residual terms
1 to 5 years
€ ’000
Total
€ ’000
over 5 years
€ ’000
N OT E S TO T H E C O N S O L I DAT E D
P R O F I T A N D LO S S AC C O U N T
MAR KET SEG M E NT R E PORT
The Group can be subdivided into the following sectors
which correspond to its legal structure:
1 Sales
The sales of € 38,014,000 come primarily from rental
income.
■
■
2 Other operating income
This item relates mainly to income of € 15,000,000 from
the sale of real estate. Over the fiscal year, the Munich
property on Prinzregentenstrasse and the Neu-Isenburg III
property on Dornhofstrasse were sold as well as 94 % of the
holdings in the DRESTATE Objekt Stuttgart Friedrichstrasse GmbH & Co. KG.
Mixed commercial use
Shopping (retail).
The segments are not delineated according to geography
since all sales are transacted in Germany.
Mixed-used assets and the corresponding liabilities are
reported under the segment “Mixed commercial use” since
they primarily belong to this segment.
3 Other operating expenses
2002
€ ’000
2001
€ ’000
Public relations
525
273
Provision for bad debts
562
404
Asset management
1,052
1,914
Preparation of the audit,
consultation and legal costs
2,236
1,575
Foreign exchange losses
2,770
1,113
Expenditure on real estate assets
7,969
5,341
Other
5,439
5,103
20,553
15,723
4 Income from investments
Income from investments results from the share of profits
from the year 2002 of BAKOLA Miteigentumsfonds I
Objekt Duisburg-Averdunk.
73
F I N A N C I A L
S T A T E M E N T S
Market segment report of December 31, 2002
Assets
€ ’000
Fixed assets
2001:
of which shares in affiliated companies
4,898
of which shares in associated companies
4,722
2001:
5,220
of which other financial assets
376
2001:
271
2001:
2001:
Total
€ ’000
Consolidating
entries
€ ’000
Shopping
€ ’000
Total
€ ’000
394,648
368,238
138,110
532,758
– 500
532,258
120,597
488,835
– 500
488,335
74,680
114,087
7,509
82,189
– 45,661
36,528
6,897
120,984
– 39,714
81,270
469,328
145,619
614,947
– 46,161
568,786
482,325
127,494
609,819
– 40,214
569,605
107,169
– 1,549
105,620
– 1,005
104,615
99,217
– 914
98,303
– 1,291
97,012
10,253
2,183
12,436
0
12,436
4,948
2001:
Other current assets and deferred items
Mixed
commercial
use
€ ’000
2001:
Accruals
2001:
Liabilities and deferred items
2001:
2001:
74
9,372
1,409
10,781
0
10,781
351,906
144,985
496,891
– 45,156
451,735
373,736
126,999
500,735
– 38,923
461,812
469,328
145,619
614,947
– 46,161
568,786
482,325
127,494
609,819
– 40,214
569,605
Market segment report of December 31, 2002
Total
€ ’000
Consolidating
entries
€ ’000
Total
€ ’000
11,579
38,014
0
38,014
10,104
32,447
0
32,447
19,289
148
19,437
0
19,437
2001:
14,634
5
14,639
0
14,639
Personnel expenses
2,333
118
2,451
0
2,451
2,475
0
2,475
0
2,475
3,100
1,429
4,529
0
4,529
4,322
1,140
5,462
0
5,462
17,798
2,755
20,553
0
20,553
Sales with outside third-parties
2001:
Other income
2001:
Depreciation
2001:
Other expenses
2001:
Mixed
commercial
use
€ ’000
Shopping
€ ’000
26,435
22,343
13,990
1,733
15,723
0
15,723
Income from investments
722
0
722
– 505
217
2001:
1,169
0
1,169
– 791
378
Income from other associated companies
348
0
348
0
348
26
0
26
0
26
2,568
277
2,845
– 1,861
984
2,771
317
3,088
– 1,930
1,158
1,270
0
1,270
0
1,270
550
0
550
0
550
16,608
6,391
22,999
– 1,861
21,138
2001:
16,538
6,474
23,012
– 1,930
21,082
8,253
1,311
9,564
– 505
9,059
3,068
1,079
4,147
– 791
3,356
2001:
Interest income
2001:
Depreciation of financial assets
and securities and current assets
2001:
Interest charges
2001:
Taxation
2001:
Consolidated profit/loss for the year
2001:
In the year under review, investments in the segment
“Mixed commercial use” were € 81,754,000, and investments in the segment “Shopping” were € 22,038,000.
874
964
1,838
0
1,838
1,807
424
2,231
0
2,231
7,379
347
7,726
– 505
7,221
1,261
655
1,916
– 791
1,125
Intergroup receivables and payables, charges/income as well
as investments and income from participating interests
were eliminated in the transfer to the financial statement
figures.
75
F I N A N C I A L
S T A T E M E N T S
C A S H F LOW STAT E M E N T
The cash flow statement was drawn up for the first time
according to German financial reporting standard No. 2
(DRS 2) in the year under review. As required by the
transfer regulations of DRS 2, § 56, no items from the
prior period were included.
Cash flow statement for fiscal year 2002
€ ’000
Profit or loss for the period (including the results from minority stockholders)
7,221
Depreciation of fixed assets
5,543
Increase in accruals
1,662
Profit from disposal of fixed assets
Decrease in inventory, trade receivables, and other assets
1,243
Decrease in liabilities from trade receivables and other liabilities
– 12,614
Cash flow from current operations
– 11,973
Cash receipts from disposal of tangible fixed assets
Payments for investments in tangible fixed assets
69,355
– 102,558
Payments for investments in intangible fixed assets
– 564
Payments for investments in financial assets
– 670
Payments from the acquisition of consolidated companies
Cash flow from investment activities
Cash receipts from new equity injection
Shares of minority stockholders
Cash receipts from loans taken up
Payments for loans
Cash flow from financing activities
Change in liquid funds affecting payments
Available funds at starting date
Available funds at closing date
The available funds correspond to the item “cash at hand
and in bank”.
In the year under review, Verwaltungsgesellschaft mbH
& Co. Hugenottenallee KG was acquired at a purchase
price of € 1,100,000. The purchase of shares was essentially pursued for the investments Carreé Seestrasse GbR,
Forum Seestrasse Grundstücksgesellschaft mbH, and GbR
76
– 15,028
– 2,084
– 36,521
2,545
– 2,164
85,700
– 80,198
5,883
– 42,611
48,524
5,913
Heidelberg Mannheimer Strasse. For the purchases, a total
of € 2,454,000 was expended of which € 2,084,000 was
offset against liabilities.
The interest in DRESTATE Objekt Stuttgart Friedrichstrasse GmbH & Co. KG was sold at a sales price of
€ 5,576,000 in the year under review.
CONTI NG E NT LIAB I LITI ES AN D
F I N A N C I A L C O M M I T M E N TS
Together with Deutsche Shopping Aktiengesellschaft,
Hamburg, letters of undertaking were issued in 1999 by
Deutsche Real Estate Aktiengesellschaft, Bremerhaven, to
Bayerische Landesbank, Munich. These letters of undertaking for a nominal € 84,363,000 concern the granting
of loans to the 100 % subsidiaries of Deutsche Shopping
Aktiengesellschaft, Hamburg, for the acquisition of the
Stinnes Do it yourself markets. The value of these outstanding loans totaled € 75,983,000 as of the balance sheet
closing date.
submitted letters of comfort for subsidiaries and holding
companies to the banks financing the respective properties.
This produced liabilities to the amount of € 453,916,000
on the balance sheet closing date.
Furthermore, a letter of comfort was issued in July 2002
for a leasehold contract with a 75-year term and a ground
rent of € 500,000 per annum.
Liabilities from guarantees exist totalling € 12,369,000.
Other financial obligations arose from an interest swap
agreement signed in 1999. The corporation undertook
to pay interest at a rate of 4.93 % per annum up to
December 1, 2004 on an amount declining gradually from
€ 61,355,000 to € 53,031,000 on December 1, 2004.
In return, the corporation receives interest on the relevant
amount at the 1-month EURIBOR rate plus 0.5 %. The
interest swap serves as a hedge against the interest risk on
the loans granted to the subsidiaries of Deutsche Shopping
Aktiengesellschaft, Hamburg. The value of this interest
swap totalled € 56,517,000 as at the balance sheet closing
date.
Deutsche Real Estate Aktiengesellschaft submitted letters
of comfort for associated companies to the banks financing
the respective properties with a value of € 83,093,000.
OT H E R I N F O R M AT I O N
Ownership details and
other legally required information in accordance
with Section 25 Securities Trading Act
AGIV Real Estate Aktiengesellschaft, Hamburg, owns
a majority interest in Deutsche Real Estate Aktiengesellschaft, Bremerhaven.
In a letter of November 20, 2002 WCM Beteiligungsund Grundbesitz-Aktiengesellschaft, Frankfurt am
Main, stated that its voting share in Deutsche Real Estate
Aktiengesellschaft had exceeded the 5 % threshold on
November 19, 2002. Its present voting share is 19.87 %.
In a letter of April 4, 2002 the corporation was notified by
the Hamburgische Landesbank that it held 5.07 % of the
voting share of Deutsche Real Estate Aktiengesellschaft on
April 1, 2002.
In a letter of October 2, 2002, the Bayerische Landesbank
stated that its voting share fell below the 5 % threshold on
September 10, 2002 and is presently 4.94 %.
Employees
During the fiscal year, the number of corporate employees
working at Deutsche Real Estate Service GmbH & Co. KG,
Hamburg was 23. The personnel expenses relate mainly to
The holding company and the subsidiaries have signed
agreements with affiliated companies for the provision of
asset management, facility management and other services.
77
F I N A N C I A L
S T A T E M E N T S
Management Board
Mr. Busso von Alvensleben, Berlin, businessman
Mr. Marcus Hientzsch, Berlin, Immobilienökonom (ebs)
■
■
The activities of the Management Board in other managerial bodies as they relate to § 125 para. 1 sentence 3 AktG
are found on page 83.
Busso von Alvensleben and Marcus Hientzsch are empowered to represent the corporation jointly with another
member of the Management Board or with an officer
possessing powers of attorney (Prokurist). Both are free
of the restrictions posed by § 181 BGB.
The members of the Management Board were awarded the
following compensation in fiscal year 2002:
Management
Board
Busso
von Alvensleben
€ ’000
Marcus
Hientzsch
€ ’000
Total
€ ’000
Fixed compensation
280
240
520
Variable compensation
125
125
250
Total
405
365
770
In addition, a former member of the Management Board
received payments to the amount of € 52,000 in fiscal
year 2002.
Furthermore, the members of the Management Board
were granted options:
In February 2002, Mr. von Alvensleben was granted the
at a base price of € 9.00 per share. He was also granted the
in December 2002 according to the new option program
by a resolution of the annual general meeting on May 15,
78
2002 at a base price of € 2.76 per share. Both options can
be exercised for 50 % of the shares 3 years after granting of
the options and for the remainder 4 years at the earliest
after granting of the option. The options can be exercised
before June 30, 2009 and June 30, 2012 respectively. To
exercise the options, the quoted price of the share must
increase by not less than 10 % per annum over the option
price from the date on which the options were granted.
According to the dilution protection clause contained in
the option agreement, the base price for the acquisition of
the 46,200 no-par value bearer shares must be adjusted
form € 9.00 to € 8.18 effective June 5, 2002 as a result of
the increase in capital stock by Deutsche Real Estate AG.
In December 2002, Mr. Hientzsch was granted the right to
purchase 38,500 corporate no-par value bearer shares at a base
price of € 2.76 per share. The option can also be exercised
for 50 % of the shares 3 years after granting of the option
and for the remaining 50 %, at the earliest 4 years after
granting of the option, and by June 30, 2012 at the latest.
In order to exercise the options, the quoted price of the share
must increase by not less than 10 % per annum over the
option price from the date on which the options were granted.
The options granted to the members of the Management
Board were also subject to base price adjustment according
to the dilution protection clause as a result of the increase
in capital stock by Deutsche Real Estate AG. The base price
of the option granted to Mr. von Alvensleben in 1999 fell
from € 6.00 to € 5.45. The base price of the option granted
to Mr. Hientzsch in 2001 fell from € 9.00 to € 8.18.
Pension payments of € 59,000 were made to a former
Executive Director.
Supervisory Board
Dr. Rainer Behne, Hamburg, businessman (Chairman),
Chairman of the Management Board of AGIV Real
Estate AG, Hamburg
Mr. Peter Rieck,Hamburg (Deputy Chairman),
Deputy Speaker of the Management Board of the
Hamburgische Landesbank – Girozentrale –, Hamburg
Mr. Michael Doranth, Munich,
Management Spokesman of LBI Landesbank Immobilien
Division of Bayerische Landesbank – Girozentrale –,
Munich
Mr. Karl Ehlerding, Hamburg, MBA
Dr. Wolf Klinz, Königstein i. Ts., businessman
Mr. Alexander Knapp Voith, St. Moritz, Switzerland,
businessman
■
■
■
■
■
■
The additional members in other managerial bodies as
they relate to § 125 para. 1 sentence 3 AktG are found
on page 83.
The fixed remuneration for the supervisory boards in fiscal
2002 is as follows:
The Supervisory Board and the Management Board of
issued the statement required by § 161 AktG on the
recommendations of the “Governmental Commission of
the German Corporate Governance Codex” for the first
time on December 30, 2002. The corporate Internet
website was made permanently accessible to stockholders.
An amended statement of conformance was issued on
March 24, 2003 and made permanently accessible to
stockholders on the corporate website.
AGIV Real Estate Aktiengesellschaft, Hamburg, owns a
majority interest in Deutsche Real Estate Aktiengesellschaft, Bremerhaven. AGIV Real Estate Aktiengesellschaft,
Hamburg, drafts consolidated financial statements for
the larger circle of companies in accordance with § 285
No. 14 HGB that includes the consolidated financial
statements of Deutsche Real Estate Aktiengesellschaft,
Bremerhaven. The consolidated financial statements
of AGIV Real Estate Aktiengesellschaft are filed in the
Hamburg Commercial Register, Department B, No. 83628
and are published in the Federal Gazette.
€ ’000
Dr. Rainer Behne
35
Mr. Peter Rieck
23
Mr. Karl Ehlerding
17
Mr. Michael Doranth
17
Mr. Alexander Knapp Voith
17
Dr. Wolf Klinz
17
126
Bremerhaven, March 28, 2003
Marcus Hientzsch
At the Annual General Meeting of Deutsche Real Estate
Aktiengesellschaft, Bremerhaven, the Management Board
and the Supervisory Board will propose that the net income
for fiscal year 2002 will be transferred to revenue reserves.
79
Auditors’ report
80
We have audited the consolidated financial statements of
the Company Deutsche Real Estate Aktiengesellschaft,
Bremerhaven, and its report on the position of the Company
and the Group for the business year from January 1 to
December 31, 2002. The preparation of the consolidated
financial statements and the group management report in
accordance with German commercial law are the responsibility of the company’s management. Our responsibility
is to express an opinion on the consolidated financial
statements and the group management report based on
our audit.
Our audit has not led to any reservations.
We conducted our audit of the consolidated annual
financial statements in accordance with § 317 HGB and
the German generally accepted standards for the audit
of financial statements promulgated by the Institut der
Wirtschaftsprüfer in Deutschland (IDW). Those standards
require that we plan and perform the audit such that
misstatements materially affecting the presentation of the
net assets, financial position and results of operations in
the consolidated financial statements in accordance with
German principles of proper accounting and in the group
management report are detected with reasonable assurance.
Knowledge of the business activities and the economic
and legal environment of the Company and evaluations
of possible misstatements are taken into account in the
determination of audit procedures. The effectiveness of
the accounting-related internal control system and the
evidence supporting the disclosures in the consolidated
financial statements and the group management report
are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual
financial statements of the companies included in consolidation, the determination of the companies to be included
in consolidation, the accounting and consolidation principles
used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements and the group management
report. We believe that our audit provides a reasonable
basis for our opinion.
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
In our opinion, the consolidated financial statements give
a true and fair view of the net assets, financial position
and results of operations of the Group in accordance with
German principles of proper accounting. On the whole
the group management report provides a suitable understanding of the Group’s position and suitably presents the
risks of future development.
Hamburg, March 31, 2003
Bagehorn
Auditor
Gajewski
Auditor
Supervisory Board report
The Supervisory Board of Deutsche Real Estate AG has
honoured its legal and statutory responsibilities during
fiscal year 2002, and has advised the Management Board
and supervised its activities accordingly. The members of
the Supervisory Board were provided with detailed reports
concerning the general business position and all important
events. After due discussion with the Management Board,
all necessary resolutions for the corporation’s further development were approved. The Chairman of the Supervisory
Board has been in regular contact with the Management
Board.
Four Supervisory Board meetings were held: on March 5,
May 14, September 12 and December 6, 2002. At these
meetings, the Supervisory Board discussed the financial
situation and business activities of Deutsche Real Estate AG
and its subsidiaries, their general business progress and
planned business policy on matters ranging from investment and acquisition projects to the corporation’s strategic
development. It received from the Management Board
in the form of written quarterly reports and verbal reports
at the board meetings details of real estate investments
and acquisitions and of the financing arranged for these.
The most important single topics concerned the purchase
of an office and commercial building in Frankfurt am
Main, the acquisition of a building lease for a parcel in
Munich with planned renovation of the retail and office
building, and the acquisition of majority interest in an
office building to be constructed in Neu-Isenburg.
Resolutions were approved at the Supervisory Board
meetings or, in urgent cases, by written procedures on all
business transactions requiring the consent of the Supervisory Board or the Real Estate Committee, either by law
or under the Articles of Incorporation.
Both the holding company’s and the consolidated financial
statements as well as the management report of the holding
company and the group as at December 31, 2002 have
been audited by KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Hamburg, with reference to the corporation’s general
accounts. The auditors have issued their report without any
reservations.
All documents relating to the financial statements including
the Management Board’s report and recommendation on
appropriation of profit and the auditors’ report for fiscal
year 2002 were submitted to the Supervisory Board for
detailed examination prior to the board meeting. In this
meeting which took place on April 24, 2003, the Supervisory Board discussed these documents with Management
Board in the auditor’s presence. In a written resolution
circulated to the members, the Supervisory Board noted
the results of the audit with approval and recorded that its
own examination of the documents had given rise to no
objections.
In a written resolution circulated to the members, the
Supervisory Board approved and adopted the holding
company’s financial statements for 2002 compiled by
the Management Board for Deutsche Real Estate AG,
approved the 2002 consolidated financial statements of
Deutsche Real Estate AG, and approved the Management
Board’s recommendations on the appropriation of profit
and proposed resolutions for the Annual General Meeting.
81
S U P E R V I S O R Y
B O A R D
R E P O R T
In compliance with Section 312 of the German Corporation Act (AktG) the Management Board has prepared a
report on its relations with affiliated companies and has
included the mandatory final statement in its management
report. The auditor, KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Hamburg, has examined this report and issued the
following certificate:
“We have duly examined and assessed the report and
hereby certify that:
(1) the information contained therein is correct,
(2) the payments made by the corporation in the
transactions listed therein were not unduly
high.”
On completion of its examination, the Supervisory Board
hereby confirms that it has no objections to the statement
on relations with affiliated companies made by the Management Board at the end of its report.
The Supervisory Board would like to express its thanks to
the members of the Deutsche Real Estate AG Management
Board and also to the staff of Deutsche Real Estate Service
GmbH & Co. KG for their dedicated and successful work.
Berlin, May 21, 2003
The Supervisory Board
Dr. Rainer Behne
Chairman
82
Responsible corporate bodies and other directorships
Management Board
■
■
occupies the following positions on other supervisory boards:
Achte TAXXUS Real Estate AG, Hamburg (Chairman)
Benelux Real Estate AG, Hamburg (Chairman)
Deutsche Shopping AG, Hamburg (Chairman)
DRESTATE Wohnen AG, Hamburg (Chairman)
España Real Estate AG, Hamburg (Chairman)
France Real Estate AG, Hamburg (Chairman)
TRANSATLANTICA Real Estate AG, Hamburg
Tschechien Real Estate AG, Hamburg (Chairman)
■
■
■
■
■
■
■
LEG Schleswig-Holstein Landesentwicklungsgesellschaft
mbH, Kiel
pflegen & wohnen AöR, Hamburg
PLUS BANK AG, Hamburg (Chairman)
SaGeBau Sanierungs- und Gewerbebau-Aktiengesellschaft, Berlin (Deputy Chairman)
Sprinkenhof AG, Hamburg
■
Michael Doranth
■
is also a member of the following supervisory boards:
BGV Bayerische Grundvermögen AG, Munich
(Chairman)
DKB Immobilien AG, Potsdam
(Deputy Chairman)
■
■
■
■
Marcus Hientzsch
Achte TAXXUS Real Estate AG, Hamburg
(Deputy Chairman)
DRESTATE Wohnen AG, Hamburg
(Deputy Chairman)
■
■
■
REAL I.S. AG Gesellschaft für Immobilien
Asset-Management, Munich
Karl Ehlerding
ADLER Real Estate AG, Frankfurt am Main
(Chairman)
german communications dbk AG, Hamburg
(Deputy Chairman)
MRE Holding, Frankfurt am Main (Chairman)
until February 11, 2003
myLoc Real Estate & Technology AG, Hamburg
(Chairman)
TRANSATLANTICA Real Estate AG, Hamburg
(Chairman)
BBG Beamten-Baugesellschaft Bremen GmbH, Bremen
(Deputy Chairman)
Deutsche Bank AG, Frankfurt am Main
(Advisory Council, North Germany)
Getreideheber-Gesellschaft mbH, Hamburg
GLADBAU Baubetreuungs- und VerwaltungsGesellschaft mbH, Mönchengladbach
(member of Advisory Board)
Kieler Wohnungsbaugesellschaft mbH, Kiel
Klöckner Werke AG, Duisburg
SSW Fähr- und Spezialschiffbau GmbH, Bremerhaven
(member of Advisory Board)
WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft,
Hamburg
Peter Rieck
Dr. Wolf Klinz
AGIV Real Estate Aktiengesellschaft, Hamburg
B&L Immobilien AG, Hamburg
DEKA Immobilien Investment GmbH,
Frankfurt am Main
GEHAG Aktiengesellschaft, Berlin
(Deputy Chairman)
HGA Hamburgische Grundbesitz Beteiligungs AG,
Hamburg (Chairman)
HGA Investment GmbH, Hamburg (Chairman)
AVECO AG, Frankfurt am Main
Hessischer Rundfunk, Frankfurt am Main
(Broadcasting Council)
MRE Holding, Frankfurt am Main (Deputy Chairman)
until February 11, 2003
Zumtobel AG, A-Dornbirn
■
Supervisory Board
Dr. Rainer Behne
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
Alexander Knapp Voith
is not a member of other supervisory boards (advisor).
83
Real estate portfolio
City
Street address
Share
Year built/
modernized
Type 1)
1988
2000
1961-63
1997
1968, 1991, 1994, 2001
1920, 1960, 1980 / 1989
1991 / 2000-01
1906-66
1962 / 1997
1993
Retail
Retail
Logistics
Commercial
Commercial
Commercial
Commercial
Residential
Commercial
Logistics
%
Northern region
Bremen
Bremerhaven
Goslar
Hamburg
Hamburg
Hamburg
Lübeck
Nordenham
Norderstedt
Seesen
Vegesacker Heerstrasse 198-200
An der Mühle 44
Im Schleeke 115-116
Elbberg 1
Friedrich-Ebert-Damm 110-112
Mendelssohnstrasse 15
Bei der Lohmühle 21a
Nordenham
Kohfurth 15
Rudolf-Diesel-Strasse 1
100.0
100.0
100.0
49.0
100.0
100.0
100.0
6.0
90.0
100.0
Total for the northern region
of which commercial
of which retail
of which logistics
of which residential
Eastern region
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Berlin
Dresden
Dresden
Engelsdorf
Halle/Saale
Teltow
Einemstrasse 20-24 / Lützowplatz
Friedrichstrasse 231
Grolmannstrasse 40
Hauptstrasse 13
Idunastrasse 1-2
Krausenstrasse 8
Kurfürstendamm 12-15
Oudenarder Strasse 16 (Osram-Höfe)
Seestrasse 64 (Forum Seestrasse)
Sickingenstrasse 20-28
Sickingenstrasse 70-71
Sophienstrasse 6 / Rosenthaler Strasse 40-41
(Hackesche Höfe)
Taubenstrasse 19
Teilestrasse 34-38
Wiesenweg 3-4
Wilhelmsruher Damm 229 (K-Witt)
Wittenauer Strasse 6-8
Kesselsdorfer Strasse 240
Wiesentorstrasse 3
Riesaer Strasse 102
Brauhausstrasse
Potsdamer Strasse 10 / Neißestraße 1
50.0
100.0
6.0
100.0
100.0
50.0
26.0
94.0
94.0
40.0
40.0
1989, 1993
1902 / 1992-94
1996
1913, 1927, 1965, 1987 / 1993-94
1993
1850 / 2000
1898, 1953, 1986-87 / 1997-99
1888, 1937, 1950-60
1910-12 / 1960, 1978
1943, 1986
1912 / 1992
Commercial
Commercial
Commercial
Commercial
Retail
Commercial
Commercial
Commercial
Commercial
Commercial
Commercial
45.0
45.0
100.0
100.0
94.0
100.0
100.0
100.0
100.0
100.0
100.0
1906, 1907 / 1995
1997
1995, 2002
1984
1945, 1998
1960, 1978, 2002
1992
Property
1992
1992-93
1970, 1979 / 1990
Commercial
Commercial
Retail
Retail
Retail
Retail
Retail
Commercial
Retail
Retail
Commercial
Total for the eastern region
of which commercial
of which retail
Western region
Bottrop
Düren
Düsseldorf
Düsseldorf
Düsseldorf
Duisburg
Cologne
Cologne
Friedrich-Ebert-Strasse 106
Bahnstrasse 11
Bonner Strasse 155
Ulmenstrasse 315
Wahlerstrasse 37-38
Landfermannstrasse 26, Averdunk-Centrum
Bernkasteler Strasse 77
Edmund-Rumpler-Strasse 6
100.0
100.0
100.0
100.0
100.0
70.0
100.0
40.0
1977, 1978
1990
1965
1988
1984-88
1983, 1984
1984
1993
Retail
Retail
Commercial
Retail
Logistics
Commercial
Retail
Commercial
Total for the western region
84
1)
The “Logistics” category from the commercial property segment is portrayed separately.
2)
Before investments and redemption of loans.
of which commercial
of which retail
of which logistics
Total
site area
(share)
Rentable space
(share)
Rented space
as of
Dec. 31, 2002
m2
m2
%
6,578
5,439
27,498
208
11,641
14,631
7,678
5,330
6,059
22,338
2,824
1,117
14,113
1,275
7,879
13,741
6,457
1,693
4,461
9,842
100.0
100.0
100.0
100.0
91.5
86.7
100.0
90.0
100.0
100.0
107,400
40,217
12,017
49,836
5,330
63,402
33,813
3,941
23,955
1,693
3,412
2,389
54
27,088
25,804
281
1,092
26,462
7,983
13,964
4,748
5,665
5,896
199
21,811
4,805
1,068
3,928
53,478
17,537
13,722
14,941
96.2
59.0
100.0
79.3
100.0
90.9
100.0
79.7
99.5
48.8
81.6
4,005
395
17,980
5,673
24,861
13,982
22,818
1,719
25,351
26,840
8,000
12,078
1,886
9,829
2,274
10,695
4,967
8,061
290
8,764
8,320
5,980
97.2
85.1
100.0
100.0
100.0
100.0
100.0
33.8
100.0
100.0
67.0
264,901
101,592
163,309
216,194
158,479
57,715
6,201
11,486
9,457
5,468
40,162
7,473
17,867
7,197
3,680
3,938
6,707
2,533
23,197
3,725
6,365
5,932
105,311
24,127
41,022
40,162
56,077
16,364
16,516
23,197
Market values
Management(share) calculated market
June 30, 2001
values (share)
Dec. 31, 2002
€ ’000
€ ’000
Cash flow 2)
(share)
2002
€ ’000
Forecast
rental income
(share)
2003
€ ’000
Rental income
(share)
2002
€ ’000
73,519
59,160
4,960
8,539
860
75,173
60,824
4,950
8,539
860
5,440
4,237
444
629
130
5,789
4,262
444
953
130
1,276
876
81
332
– 13
302,181
214,666
87,515
306,538
208,506
98,032
20,630
13,348
7,282
20,575
13,213
7,362
3,472
1,066
2,406
63,343
22,680
18,677
21,986
65,609
22,581
21,042
21,986
4,931
1,759
1,460
1,712
5,068
1,769
1,570
1,729
1,206
314
445
447
100.0
100.0
100.0
100.0
100.0
100.0
100.0
97.5
85
R E A L
E S T A T E
P O R T F O L I O
City
Street address
Share
Year built/
modernized
Type 1)
1972 / 1992-96
1989
2000-01
1903-29 / 1995-97
1958
1980, 1999
1984, 2000
1994
1992
1983
1983
1998
1974
1980 / 1995
Logistics
Commercial
Logistics
Commercial
Commercial
Retail
Commercial
Commercial
Commercial
Commercial
Commercial
Commercial
Commercial
Retail
%
Central region
Dietzenbach
Dietzenbach
Frankenthal
Frankfurt am Main
Frankfurt am Main
Giessen
Heidelberg
Heidelberg
Heidelberg
Limburgerhof
Ludwigshafen
Saarbrücken
Saarbrücken
Worms
Waldstrasse 29
Waldstrasse 66-76a
Beindersheimer Strasse 79
Westerbachstrasse 47
Zeil 41
Robert-Bosch-Strasse 3
Im Neuenheimer Feld 515 / 517-519 (TP I)
Mannheimer Strasse 1
Vangerowstrasse 18
Burgunderplatz / Chenover Strasse
Carl-Bosch-Strasse 71
Hafenstrasse 16
Kaiserstrasse 25
Am Ochsenplatz 17
100.0
100.0
100.0
100.0
100.0
100.0
49.0
87.5
100.0
100.0
100.0
100.0
100.0
100.0
Total for the central region
of which commercial
of which retail
of which logistics
Southern region
Augsburg
Böblingen
Freising
Munich
Munich
Munich
Stuttgart
Stuttgart
Stuttgart
Bürgermeister-Fischer-Strasse 11
Otto-Lilienthal-Strasse 38
Alois-Steinecker-Strasse 20
Heidemannstrasse 164
Maria-Probst-Strasse 37
Maria-Probst-Strasse 45
Friedrichstrasse 13
Lehmfeldstrasse 7
Rosensteinstrasse 22-24
100.0
100.0
94.0
10.0
100.0
10.0
6.0
100.0
100.0
1908 / 1990
1980
1992
1965-2000
1970
Property
1908 / 1985
1996
1995
Retail
Commercial
Commercial
Logistics
Logistics
Commercial
Commercial
Commercial
Commercial
Total for the southern region
of which commercial
of which retail
of which logistics
Total without properties under construction
Properties under construction
Berlin
Hamburg
Heidelberg
Munich
Neu-Isenburg
Reichpietschufer 92/Hiroshimastrasse 28
Osterfeldstrasse 12-14
Im Neuenheimer Feld 581 (TP II)
Promenadeplatz 8
Hugenottenallee 167
Total properties under construction
Total
86
1)
The “Logistics” category from the commercial property segment is portrayed separately.
2)
Before investments and redemption of loans.
100.0
62.4
49.0
100.0
60.0
Property
Commercial
Commercial
Commercial
Commercial
Commercial
Total
site area
(share)
Rentable space
(share)
Rented space
as of
Dec. 31, 2002
m2
m2
%
47,130
28,998
18,398
13,055
866
7,621
5,938
1,165
3,757
1,018
116
1,420
1,934
17,046
44,305
16,252
8,163
17,896
3,231
1,886
5,013
2,194
3,029
1,015
414
2,151
5,150
3,970
100.0
100.0
100.0
99.2
81.7
100.0
100.0
96.4
100.0
98.0
100.0
100.0
100.0
100.0
148,462
58,267
24,667
65,528
114,669
56,345
5,856
52,468
1,900
10,630
9,952
8,883
7,940
424
114
448
2,435
10,214
5,032
11,280
7,115
5,414
424
468
846
6,593
42,726
24,003
1,900
16,823
Market values
Management(share) calculated market
June 30, 2001
values (share)
Dec. 31, 2002
€ ’000
€ ’000
Cash flow 2)
(share)
2002
€ ’000
Forecast
rental income
(share)
2003
€ ’000
Rental income
(share)
2002
€ ’000
100,398
69,516
9,306
21,576
109,068
75,175
9,993
23,900
7,656
5,256
695
1,705
7,756
5,357
687
1,712
865
283
112
470
47,386
24,643
10,214
12,529
75,023
55,798
6,136
13,089
76,663
56,363
6,200
14,100
5,685
4,067
563
1,055
5,685
4,038
563
1,084
1,328
988
65
275
668,800
497,728
614,464
633,051
44,342
44,873
8,147
3,370
5,893
8,981
919
2,512
10,900
7,123
11,748
3,786
3,037
21,675
36,594
66,402
64,715
244
2,479
– 2,778
690,475
534,322
680,866
697,766
44,586
47,352
5,369
100.0
84.7
100.0
100.0
100.0
100.0
100.0
100.0
100.0
0.0
10.2
57.0
25.0
38.3
87
Concept and Design
HGB Hamburger Geschäftsberichte GmbH & Co. KG
Summary of group structure
1
DRESTATE Objekt Böblingen,
Otto-Lilienthal-Strasse GmbH & Co. KG
100% 100%
1
DRESTATE Objekt Freising,
6%
Grundstücksgesellschaft Freising,
Deutsche Re
DRESTATE Objekt Lübeck,
Lohmühlencenter GmbH & Co. KG
1 100%
DRESTATE Objekt Ludwigshafen,
Carl-Bosch-Strasse GmbH & Co. KG
1 100%
Prinzregentenstrasse GmbH & Co. KG
1 65%
Promenadeplatz GmbH & Co. KG
1 100%
94%
Welsch Objekt Berlin,
Grolmanstrasse GmbH & Co. KG
DRESTATE Objekt Berlin,
Hauptstrasse GmbH & Co. KG
1 100% 100%
DRESTATE Objekt Berlin-Teltow,
Potsdamer Strasse GmbH & Co. KG
1 100% 49%
Friedrichstrasse GmbH & Co. KG
1 100% 100%
Mendelssohnstrasse GmbH & Co. KG
Krausenstrasse GmbH & Co. KG
1 100% 60%
GET
Grundstücksgesellschaft mbH
DRESTATE Objekt Goslar,
Im Schleeke GmbH & Co. KG
1
Sechzehnte DWI Grundbesitz GmbH
1
Verwaltungsgesellschaft DRESTATE
München, Oberanger mbH
70%
94%
50%
Oberanger GmbH & Co. KG
4.2%
100%
94%
Osterfeldstrasse GmbH & Co. KG
1
Zweite Verwaltungsgesellschaft DRESTATE1
Neu-Isenburg mbH
DRESTATE Objekt Norderstedt,
Kohfurth GmbH & Co. KG
1
DRESTATE Objekt Neu-Isenburg II
GmbH & Co. KG
1
Fünfte Verwaltungsgesellschaft
DRESTATE mbH
49%
Technologiepark Heidelberg I
GmbH & Co. KG
1
DRESTATE Objekt Neu-Isenburg III
GmbH & Co. KG
1 4.8%
DRESTATE Objekt Düsseldorf,
Bonner Strasse GmbH & Co. KG
1 100% 49%
Technologiepark Heidelberg II
GmbH & Co. KG
1
DRESTATE Objekt Saarbrücken,
Hafenstrasse GmbH & Co. KG
1 100%
Wahlerstrasse GmbH & Co. KG
1 100% 100%
Mannheimer Strasse GmbH & Co. KG
1
DRESTATE Objekt Saarbrücken,
Kaiserstrasse GmbH & Co. KG
1 100%
DRESTATE Objekt Dietzenbach,
Waldstrasse GmbH & Co. KG
1 100%
DRESTATE Objekt Seesen,
Rudolf-Diesel-Strasse GmbH & Co. KG
1 100%
1 100%
6%
Krausenstrasse 8 Berlin GbR
80%
Reichpietschufer GmbH & Co. KG
1 100% 90%
94% 100%
Careé Seestrasse (GbR)
100%
75.2%
Forum Seestrasse
Grundstücksgesellschaft mbH
94%
87.5%
GbR Heidelberg,
Mannheimer Strasse
DRESTATE Objekt Dietzenbach II
GmbH & Co. KG
1 100% 100%
Vangerowstrasse GmbH & Co. KG
1
DRESTATE Objekt Stuttgart,
Rosensteinstrasse GmbH & Co. KG
DRESTATE Objekt Duisburg,
Averdunkplatz GmbH & Co. KG
1 100% 100%
DRESTATE Objekte Hamburg
Vierundzwanzigste GmbH & Co. KG
1
Welsch Objekt Stuttgart,
Friedrichstrasse GmbH & Co. KG
6.25%
70.07%
BAKOLA Miteigentumsfonds I
Objekt Duisburg-Averdunk
40%
GdbR Köln-Gremberghoven
Fünfunddreißigste GmbH & Co. KG
1 100%
40%
1
DRESTATE Objekt Frankenthal,
Beindersheimer Strasse GmbH & Co. KG
100%
DRESTATE mbH
100%
45%
Westerbachstrasse GmbH & Co. KG
Zeil GmbH & Co. KG
1 100%
1 100% 100%
44%
Grundstücksgesellschaft
Taubenstrasse 19, Berlin, GbR mbH
DRESTATE Objekt Limburgerhof,
Burgunderplatz GmbH & Co. KG
GfG Beteiligungsgesellschaft mbH
GELFOND Verwaltungsgesellschaft
mbH & Co. Frankfurt-Niederrad Besitz KG
1
Deutsche Real Estate mbH
100%
eal Estate AG
100%
100%
Siebenundsechzigste GmbH & Co. KG
1
Deutsche Shopping
Aktiengesellschaft
50%
Deutsche Shopping mbH
BGB HHD Büro-Center Lützowplatz
100%
Kurfürstendamm GmbH & Co. KG
1 26%
100% 100%
3 100% 100%
DRESTATE Objekt Augsburg,
Bürgermeister-Fischer-Strasse GmbH & Co. KG
DRESTATE Objekt Bremerhaven,
An der Mühle GmbH & Co. KG
3
DRESTATE Objekt Dresden,
Kesselsdorfer Strasse GmbH & Co. KG
3
32%
58. Hanseatische Grundbesitz
GmbH & Co. KG
100%
4
100%
Idunastrasse GmbH & Co. KG
3 100% 100%
DRESTATE Objekt Düren,
Bahnstrasse GmbH & Co. KG
3
Teilestrasse GmbH & Co. KG
3 100% 100%
Ulmenstrasse GmbH & Co. KG
3
DRESTATE Objekt Berlin, Wiesenweg
GmbH & Co. KG
3 100% 100%
DRESTATE Objekt Engelsdorf,
Riesaer Strasse GmbH & Co. KG
3
DRESTATE Objekt Berlin, Wittenauer
Strasse GmbH & Co. KG
3 100% 100%
DRESTATE Objekt Halle,
Brauhausstrasse GmbH & Co. KG
3
3 100% 100%
DRESTATE Objekt Köln,
Bernkasteler Strasse GmbH & Co. KG
3
DRESTATE Objekt Worms,
Am Ochsenplatz GmbH & Co. KG
3
100%
Verwaltungsgesellschaft DRESTATE
Dresden, Narrenhäusl mbH
100%
DRESTATE Objekt Dresden,
Narrenhäusl GmbH & Co. KG
5
DRESTATE Objekt Bottrop,
Friedrich-Ebert-Strasse GmbH & Co. KG
Hackesche Höfe GmbH & Co. KG
1
DRESTATE Objekt Bremen, Vegesacker 3
Heerstrasse GmbH & Co. KG
100% 100%
DRESTATE Objekt Gießen-Linden, 3
Robert-Bosch-Strasse GmbH & Co. KG
100% 94%
Verwaltung Hackesche
Höfe Berlin GmbH
50%
K-Witt Kaufzentrum Wittenau GmbH
0,2%
GbR Hackesche Höfe,
Berlin
100%
44.91%
Heide Grund mbH
DRESTATE Wohnen
Aktiengesellschaft
100%
6%
10%
10%
Heide Grund GmbH & Co. KG
Heide Grund II GmbH & Co. KG
2
Gladbau Baubetreuungs- und VerwaltungsGesellschaft mbH & Co. Objekt Nordenham KG
2
1
100%
Maria-Probst-Strasse GmbH & Co. KG
60%
Verwaltungsgesellschaft mbH & Co.
Hugenottenallee KG
Deutsche Real Estate Service
GmbH & Co. KG
WDT Real-Estate GmbH
Achte TAXXUS Real Estate
Aktiengesellschaft
33.33%
1
2
3
4
5
General partner:
General partner:
General partner:
General partner:
General partner:
1 100%
100%
Verwaltungsgesellschaft Deutsche Real Estate mbH
Verwaltungsgesellschaft Heide Grund mbH
Verwaltungsgesellschaft Deutsche Shopping mbH
Verwaltungsgesellschaft DRESTATE Dresden, Narrenhäusl mbH
Registered Office
Subscribed capital
Bremerhaven
HRB 1035
Founded December 27, 1871
€ 20,582,200
Type
20,582,200 no-par value bearer shares
Administrative Address
Markgrafenstrasse 36 · Am Gendarmenmarkt
D-10117 Berlin
Phone: + 49 30 20 144 – 0
Fax:
+ 49 30 20 144 – 499
E-mail: [email protected]
Nominal Share Value
Website
Identification Number
www.deutsche-real-estate-ag.de
www.drestate.de
ISIN:
€ 1.00 per share
Voting Rights
1 vote per share
DE0008055021
Symbols
Investor Relations
Phone: + 49 30 20 144 – 202
E-mail: [email protected]
German stock exchange: DRE2
Reuters:
DREGa.F
Traded at
Public Relations
german communications dbk AG
Holzdamm 28-32, D-20099 Hamburg
Phone: + 49 40 46 88 33 – 0
Fax:
+ 49 40 47 81 80
Official trading: Hamburg,
Frankfurt am Main and Berlin-Bremen
Unofficial market: Düsseldorf and Stuttgart
Business Year
Calendar year
Business Activities
A real estate stock corporation responsible
for investment in German commercial real
estate within the AGIV Real Estate Group
Annual General Meeting
August 13, 2003 in Berlin

Drestate GB_02_vorne_14.4.03

Transcription

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