Deutsche Wohnen AG Annual Financial Statement and Management Report for the Financial Year 2009» Standards for tomorrow - PDF

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Deutsche Wohnen AG Annual Financial Statement and Management Report for the Financial Year 2009» Standards for tomorrow 1 Table of Contents 2 Deutsche Wohnen» Annual financial statements of Deutsche Wohnen

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Deutsche Wohnen AG Annual Financial Statement and Management Report for the Financial Year 2009» Standards for tomorrow 1 Table of Contents 2 Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Table of Contents Table of Contents Annual Financial Statements of Deutsche Wohnen AG Balance Sheet... 4 Profit and Loss Statement... 6 Notes... 7 Management Report of Deutsche Wohnen AG Management Report Assets BALANCE SHEET of Deutsche Wohnen AG Deutsche Wohnen AG, Frankfurt / Main Balance sheet as of 31 December /31/ /31/2008 EUR EUR Assets A. Fixed assets I. Intangible assets 1. Concessions, industrial property rights and similar rights, as well as licenses to such rights and values 4,214, , Payments on account 273, ,995, ,487, ,472, II. Property, plant and equipment Other installations, tools and equipment 831, , III. Financial assets Shares in affiliated companies 286,337, ,312, ,656, ,296, B. Current assets I. Receivables and other assets 1. Trade receivables 59, Receivables from affiliated companies 341,088, ,866, Other assets 1,713, , ,861, ,105, II. Cash on hand, bank balances 34,414, , ,276, ,267, C. Prepayments and accrued income 72, ,005, ,563, Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Liabilities BALANCE SHEET of Deutsche Wohnen AG Deutsche Wohnen AG, Frankfurt / Main Balance sheet as of 31 December /31/ /31/2008 EUR EUR Liabilities A. Equity I. Subscribed capital 81,840, ,400, II. Capital reserves 463,118, ,078, III. Revenue reserves Legal reserve 1,022, ,022, IV. Balance sheet profit / loss - 45,638, ,342, ,501, B. Provisions 1. Provisions for pensions and similar obligations 58, , Other provisions 4,117, ,008, ,175, ,031, C. Liabilities 1. Liabilities to banks 109,693, ,362, Trade payables 974, Liabilities to affiliated companies 53,684, ,876, Other liabilities 134, ,791, including tax EUR 126, (previous year: EUR 34,089.19) including social security EUR 7, (previous year: EUR 0.00) 164,487, ,030, ,005, ,563, Profit and Loss Statement Profit and Loss Statement Deutsche Wohnen AG, Frankfurt / Main Profit and Loss Statement for EUR EUR 1. Revenue 12,436, ,752, Other operating income 1,195, ,152, Personnel expenses a) Wages and salaries -5,846, ,482, b) Social security and pension expenses including pensions EUR 82, (previous year: EUR 196,101.28) -1,040, , ,886, ,094, Depreciation, amortisation and impairment losses on intangible assets of the fixed assets and property, plant and equipment 1,340, , Other operating expenses 28,849, ,716, Income from shareholdings including from affiliated companies EUR 10,647, (previous year: EUR 8,602,004.91) 10,647, ,602, Income from profit and loss transfer agreements 2,029, , Other interest and similar income including from affiliated companies EUR 380, (previous year: EUR 7,594,535.21) 748, ,733, Expenses for assumption of loss 11,985, ,687, Interest and similar expenses including to affiliated companies EUR 1,200, (previous year: EUR 82,791.72) 23,632, ,532, Results from ordinary activities 45,635, ,277, Other taxes 3, Net loss for the year 45,638, ,277, Profit carried forward , Withdrawals from capital reserves ,844, Balance sheet profit / loss 45,638, Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Notes NOTES TO THE ANNUAL Financial statements 2009 Deutsche Wohnen AG, Frankfurt / Main I. GENERAL INFORMATION ON THE ANNUAL Financial statements Deutsche Wohnen AG is a listed corporation whose registered office is in Germany. The annual financial statements were prepared in accordance with 242 ff. and 264 ff. of the German Commercial Code and the supplementary provisions of the German Stock Corporation Act. The company is a large limited company in terms of 267 paragraph 3 of the German Commercial Code. The profit and loss statement has been prepared using the total cost (nature of expense) method. The financial year corresponds to the calendar year. II. ACCOUNTING POLICIES The accounting policies were retained fundamentally unchanged compared to the previous year. Fixed assets Acquired intangible assets are reported in the balance sheet at cost and are devalued according to their useful life through scheduled depreciation (three to five years; linear method). The property, plant and equipment are recorded at acquisition or production cost - less scheduled depreciation. Low-value assets up to a value of EUR are fully depreciated in the year of acquisition. Since the beginning of the financial year 2008, low-value assets with a value from EUR to EUR 1, are depreciated over a period of five years. Shares in affiliated companies are generally are recorded at acquisition or production cost or, in the event of permanent impairment, at the lower fair value. Current assets Current assets are recorded at acquisition or production cost - less depreciation to the lower fair value as of the reporting date. Receivables and other assets are valued at nominal value. 7 Notes The cash on hand and bank balances are recognised with their nominal value. Prepayments and accrued income Expenses as of the balance sheet date are reported as prepayments and accrued income, as far as they concern expenditures for a certain time after the reporting date. Provisions for pensions All provisions for pensions of the company were determined according to the fiscal partial amount method based on an actuarial expert assessment in accordance with the Generational Actuarial Tables 2005G by Professor Dr. Klaus Heubeck. An interest rate of 6 % (according to 6a of the German Income Tax Act) was taken as a basis. Other provisions Other provisions are recorded at a level based on reasonable commercial assessment. They take into account all identifiable impending losses from pending transactions and contingent liabilities. The provisions for partial retirement are based on the biometrics of the actuarial tables 2005G by Professor Dr. Klaus Heubeck. The interest rate amounts to 5.5 %. Liabilities Liabilities are recognised at the amount repayable. 8 Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Notes III. BALANCE SHEET DISCLOSURES (1) Fixed assets The organisation and development of the fixed assets can be seen in the attached assets analysis (Appendix 1 to the Note). The company directly or indirectly holds participations in the following companies according to 285 No. 11 of the German Commercial Code. Equity and results are based on accounting processes according to German commercial law. Company and headquarters Share of capital Equity Result Reporting date % k EUR k EUR Aufbau-Gesellschaft of GEHAG mbh, Berlin , AVUS Immobilien Treuhand GmbH & Co. KG, Berlin DB Immobilienfonds 14 Rhein-Pfalz Wohnen GmbH & Co. KG, Eschborn , Deutsche Wohnen Asset Immobilien GmbH, Frankfurt / Main Deutsche Wohnen Beteiligungen Immobilien GmbH, Frankfurt / Main Deutsche Wohnen Real Estate GmbH, Frankfurt / Main Deutsche Wohnen Direkt Immobilien GmbH, Frankfurt / Main , Deutsche Wohnen Kundenbetreuung GmbH, Berlin Deutsche Wohnen Management GmbH, Frankfurt / Main Deutsche Wohnen Management- und Servicegesellschaft mbh, Frankfurt / Main Deutsche Wohnen Service GmbH, Berlin Deutsche Wohnen Technik GmbH, Berlin Deutsche Wohnen Vertrieb GmbH, Berlin Eisenbahn-Siedlungs-Gesellschaft Berlin mit beschränkter Haftung, Berlin , , ESG Grundwert Beteiligungs GmbH, Berlin Fortimo GmbH, Berlin , GbR Fernheizung Gropiusstadt, Berlin Gehag Akquisition Co. GmbH, Berlin , GEHAG Erste Beteiligungs GmbH, Berlin GEHAG Erwerbs GmbH & Co. KG, Berlin , Indirect shareholding. 9 Notes Company and headquarters Share of capital Equity Result Reporting date % k EUR k EUR GEHAG GmbH, Berlin , , GEHAG Immobilien Management GmbH, Berlin GEHAG Zweite Beteiligungs GmbH, Berlin , , Haus und Heim Wohnungsbau-AG, Berlin , , HESIONE Vermögensverwaltungsgesellschaft mbh, Frankfurt / Main KATHARINENHOF Seniorenwohn- und Pflegeanlage Betriebs-GmbH, Berlin , KATHARINENHOF Service GmbH, Berlin Main-Taunus Wohnen GmbH & Co. KG, Eschborn , , Rhein-Main Wohnen GmbH, Frankfurt / Main , , Rhein-Mosel Wohnen GmbH, Mainz , , Rhein-Pfalz Wohnen GmbH, Mainz , RMW Projekt GmbH, Frankfurt / Main , Sanierungs- und Gewerbebau-AG, Aachen , Sanierungs- und Gewerbebau-AG & Co. KG, Aachen , Seniorenstift Zeuthen GmbH, Berlin Stadtentwicklungsgesellschaft Eldenaer Straße mbh i. L., Berlin Wohn- und Pflegewelt Lahnblick GmbH, Bad Ems Indirect shareholding. 2 Direct and indirect shareholding. 3 In addition, the company is indirectly involved in working groups. 10 Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Notes (2) Receivables and other assets The receivables from affiliated companies have a residual term of more than one year amounting to EUR 82.5 million. The remaining receivables and other assets have a residual term of less than one year. Receivables from affiliated companies principally comprise receivables from cash management agreements, loans, and other performance relationships with subsidiaries within the Deutsche Wohnen Group totalling EUR million (previous year: EUR million). As in the previous year, other assets mainly comprise claims for tax refunds. (3) Equity Subscribed capital In the financial year 2009 the registered capital was increased by EUR 55.4 million from EUR 26.4 million through the issue of 55.4 million bearer shares. The registered capital of Deutsche Wohnen AG amounts to EUR 81.8 million and is divided into 81.8 no-par value shares with a notional share of the registered capital of EUR 1.00 per share. As of 31 December 2009, about % of the shares are bearer shares (81,631,350 shares), while the remaining 0.25 % of the shares are registered shares (208,650 shares). The same rights and duties apply to all shares. Each share grants one vote in the General Meeting and is normative for the interest of the shareholders in the profit of the company. The rights and duties of the shareholders are governed by the regulations of the German Stock Corporation Act, especially 12, 53a and the following, 118 and the following, and 186 of said Act. No restrictions regarding the voting rights or the transfer of the shares are known to the Management Board of Deutsche Wohnen AG. In capital increases, the new shares are issued as bearer shares. The Management Board is authorised, with the consent of the Supervisory Board, to increase the registered capital of the company on one or several occasions until 9 August 2011, by up to an aggregate of EUR 3.6 million by issuing up to 3.6 million new ordinary bearer shares against cash or non-cash contributions (authorised capital). The originally authorised capital amounted to EUR 10.0 million. The registered capital is conditionally increased by up to further EUR 10.0 million through issue of no-par value bearer shares carrying dividend rights from the beginning of the financial year in which they were issued (contingent capital I). The contingent capital increase serves to grant shares to creditors or holders of bonds with option rights or convertible bonds, or profit participation rights with conversion or subscription rights, which in accordance with the authorisation of the General Meeting on 10 August 2006 will be issued by the company or by a company which is 100 % directly or indirectly affiliated with the 11 Notes company during the period until 9 August 2011, provided that the issue is against cash. The capital increase will only be carried out if rights related to the previously mentioned bonds with option rights or convertible bonds, or to convertible bonds or profit participation rights are exercised or the conversion rights from such debt securities are met, and insofar as own shares are not used for this purpose. The registered capital is conditionally increased by up to further EUR 2.7 million through issue of 2.7 million no-par value bearer shares carrying dividend rights from the beginning of the financial year in which they were issued (contingent capital II). The contingent capital increase in capital serves to grant shares to the creditors or holders of bonds with rights or convertible bonds, or profit participation rights with conversion or subscription rights, which in accordance with the authorisation of the General Meeting on 17 June 2008 will be issued by the company or a controlled or majority-owned company of the Group during the period until 16 June 2013, provided that the issue is against cash. The capital increase will only be carried out if rights related to the previously mentioned bonds with option rights or convertible bonds and / or profit participation rights with option or conversion rights are exercised or conversion obligations from such bonds are fulfilled, and insofar as own shares are not used for this purpose. The registered capital is conditionally increased by up to EUR 100,000 with the issue of up to 100,000 no-par value bearer shares (contingent capital III). The contingent capital increase will be only implemented to the extent as the holders of the subscription rights exercise these rights, which are granted on the authority of the resolution on point 12 of the agenda of the Annual General Meeting on 17 June The new shares participate in profit sharing from the beginning of the financial year in which they originate through the exercising of the subscription rights. Shares with special rights that grant controlling authority do not exist. If employees of Deutsche Wohnen AG should hold an interest in Deutsche Wohnen AG, they will have no controlling authority towards the Management Board. Capital reserves The creation of the capital reserves was resolved by the Extraordinary General Meeting in The increase in capital reserves compared to 2008 is due to the premium from the capital increase of EUR million. As of the balance sheet date, the reserve amounts to EUR million. Revenue reserves A legal reserve is mandatory for corporations. According to 150 para. (2) of the German Stock Corporation Act, an amount of 5 % of the net income for the year is to be retained. The legal reserve has an upper limit of 10 % of the registered capital. In this process, existing capital reserves are to be considered in accordance with 272 para. (2) no. 1-3 of the German Commercial Code in a manner which reduces the required provision for the 12 Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Notes legal reserve correspondingly. This is measured on the basis of the subscribed capital existing is legally effective on the reporting date and which is to be reported in this amount in the respective annual accounts. The legal reserve remains unchanged at EUR 1.0 million. (4) Other provisions Other provisions include mainly personnel-related provisions in the amount of EUR 2,499 million and provisions for invoices not yet received amounting to EUR 1,033 million. (5) Convertible bonds Convertible bonds were issued as part of the purchase price in the context of the acquisition of GEHAG GmbH, Berlin ( GEHAG transaction ). The nominal value is at EUR 25.0 million. Deutsche Wohnen AG has issued in total 500 convertible bonds with a nominal value of EUR 50,000 each. Their term is three years. Repayment is at 109 % of the nominal value at the end of the term. The initial conversion price is EUR per share. For accounting purposes, the convertible bonds are to be split into components of equity and debt capital. The equity component is reported in the capital reserves. In the financial year 2008, the debt capital component of the convertible bond was transferred to a wholly-owned subsidiary of Deutsche Wohnen AG. Consideration was given in form of a receivables settlement. (6) Liabilities For the liabilities to banks of Deutsche Wohnen AG, the subsidiaries are jointly and severally liable in the amount of k EUR 109,694. Of which residual term of Balance Sheet up to one year one to five years more than five years k EUR k EUR k EUR k EUR 1. Liabilities to banks 109,694 5, , Trade payables Liabilities to affiliated companies 53,685 23, , Other liabilities ,488 29, ,694 30,000 13 Notes IV. NOTES ON THE PROFIT AND LOSS STATEMENT (7) Other operating income Other operating income essentially includes income from third-party reimbursements (k EUR 750) and the liquidation of provisions (k EUR 150). (8) Other operating expenses Other operating expenses essentially comprise the following: 2009 k EUR Advisory services and audit of capital increase 11,699 EDP expenses 6,577 Administration expenses 2,756 Services received from other Group companies 2,442 Communication / Investor Relations 1,219 Rents 1,014 Advisory services and audit 910 Travel expenses 664 Others 1,569 28,850 V. CONTINGENT LIABILITIES As of the reporting date, two corporate guarantees totalling k EUR 1,210 had been issued for two affiliated companies in favour of R+V Versicherungs AG, Wiesbaden. Deutsche Wohnen AG is liable for a loan of k EUR 15,296 that has not yet been disbursed to an affiliated company as of the balance sheet date. Deutsche Wohnen AG is also liable for guarantees for rent deposits at affiliated companies amounting to k EUR 6,622. Deutsche Wohnen AG is jointly and severally liable with affiliated companies for liabilities to banks of these affiliated companies in the amount of k EUR 353,093. A control agreement exists between Deutsche Wohnen AG as controlling company and Rhein- Pfalz Wohnen GmbH as controlled company. Control agreements and profit and loss transfer agreements exist between Deutsche Wohnen AG (controlling company) and Deutsche Wohnen Corporate Real Estate GmbH, Deutsche Wohnen Management GmbH, Deutsche Wohnen Management- und Servicegesellschaft mbh, and Deutsche Wohnen Service GmbH, each a controlled company. 14 Deutsche Wohnen» Annual financial statements of Deutsche Wohnen AG Notes VI. OTHER FINANCIAL OBLIGATIONS up to one year one to five years more than five years Total k EUR k EUR k EUR k EUR Leases and rental agreements 1,217 2, ,856 Long-term contracts 3,461 8,415 2,515 14,391 Total 4,678 11,054 2,515 18,247 VII. OTHER INFORMATION Management Board In the financial year 2009, the Management Board comprised the following members: Name Michael Zahn, Economist, Chief Executive Officer Helmut Ullrich, Assessor, Chief Financial Officer Memberships in supervisory boards and other supervisory committees in terms of 285 No. 10 of the German Commercial Code in connection with 125 paragraph 1 sentence 5 of the German Stock Corporation Act Eisenbahn-Siedlungs-Gesellschaft Berlin mbh, Berlin (Chairman of the Supervisory Board) Sanierungs- und Gewerbebau-AG, Aachen (Chairman of the Supervisory Board) Haus und Heim Wohnungsbau-AG, Berlin (Member of the Supervisory Board) Eisenbahn-Siedlungs-Gesellschaft Berlin mbh, Berlin (Member of the Supervisory Board) The total compensation of the Management Board of Deutsche Wohnen AG comprised the following for the financial year from 1 January to 31 December 2009: Fixed compensation Incidental benefits Variable compensation Total compensation k EUR k EUR k EUR k EUR Michael Zahn Helmut Ullrich ,027 The compensation of the Management Board is performance-related; it consists of success-independent and success-related components as well as of components with long-term incentive and risk character. Success-independent components are the fixed allowance (basic salary) and fringe benefits. The basic salary is paid monthly as a salary. 15 Notes Fringe benefits consist of company car usage, travel allowances, and reimbursements and subsidies for insurance policies. No benefits were promised to the members of the Management Board in the case of premature or regular termination of their activities. A compensation agreement exists between a member of the Management Board and two shareholders for the case that such shareholders sell their shares wholly or in part. The Management Board is entitled to an annual bonus and a share-based compensation component as performance-related com
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