Group Annual Report 2008 the Leading Specialist in International
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The leading specialist in international transport finance Group Annual Report 2008 Contents C3 DVB Group – Key figures at a glance C4 Landmark transactions in 2008 TO OUR SHAREHOLDERS AND BUSINESS PARTNERS 1 Mission statement 2 Letter to our shareholders and business partners 6 Report of the Supervisory Board 12 Our employees 14 Corporate Culture 16 The DVB share 20 Corporate Governance Report GROUP MANAGEMENT REPORT 26 DVB’s strategic positioning 32 Business and operating environment 32 Transport Finance – Market review 39 Transport Finance business 39 Shipping Finance 45 Aviation Finance 55 Land Transport Finance 60 Syndications 65 Investment Management 73 ITF International Transport Finance Suisse AG subsidiary 78 Economic situation 103 Report on material events after the reporting date 104 Report on opportunities and risks 133 Report on expected developments for 2009/2010 150 Report on branches and subsidiaries 151 Report of the Board of Managing Directors on relations with affiliated companies CONSOLIDATED FINANCIAL STATEMENTS 154 Consolidated balance sheet 156 Consolidated income statement 157 Earnings per share 157 Statement of recognised income and expense 158 Consolidated cash flow statement 159 Notes to the consolidated cash flow statement 160 Notes to the consolidated statement of changes in equity 162 Notes 237 Auditors‘ Report FURTHER INFORMATION 240 Distribution of responsibilities of the Board of Managing Directors 241 Executive bodies and offices held 246 DVB worldwide C6 Imprint C7– 8 Tombstone 2008 DVB Group – Key figures at a glance In this Group Annual Report 2008, DVB Group is referred to as “DVB” or “DVB Group”, whilst DVB Bank SE is identified under its registered company name. € mn 2008 2007 % Earnings data in accordance with IFRS Income 256.7 266.1 –3.5 Net interest income after allowance for credit losses 176.7 169.6 4.2 Net interest income 193.2 189.9 1.7 Allowance for credit losses 16.5 20.3 –18.7 Net fee and commission income 105.5 84.8 24.4 Net income from financial instruments in accordance with IAS 39 –54.1 6.1 – Result from investments accounted for using the equity method 0.0 3.7 – Net other operating income/expenses 28.6 1.9 – General administrative expenses 156.5 147.4 6.2 Result from ordinary activities before tax 100.2 118.7 –15.6 Key financial indicators (%) Return on equity (before tax) IFRS 13.1 20.4 –7.3 pp German GAAP 17.7 25.9 –8.2 pp Cost/income ratio IFRS 57.4 51.2 6.2 pp German GAAP 43.9 45.0 –1.1 pp € mn 2008 2007 % Balance sheet data in accordance with IFRS Business volume 21,026.2 16,600.1 26.7 Total assets 17,376.8 13,154.5 32.1 Loans and advances to customers 14,321.7 10,124.7 41.5 Deposits from customers 5,011.4 4,362.3 14.9 Securitised liabilities 2,722.6 2,931.8 –7.1 Subordinated liabilities 672.2 625.6 7.4 Equity 998.9 793.2 25.9 Own funds in accordance with the German Banking Act (KWG) Total 1,330.5 1,193.1 11.5 Tier 1 capital 1,011.8 814.5 24.2 Tier 2 and Tier 3 capital 318.7 378.6 –15.8 Capital ratios in accordance with the German Banking Act (%) Basel II Tier 1 ratio 13.9 – – Total capital ratio 18.2 – – Rating 2009 2008 2007 Moody‘s Investors Service Debt and deposit ratings A1/P-1 A1/P-1 A1/P-1 Financial strength C C C Outlook stable stable stable Standard & Poor‘s Long-term/short-term issuer credit rating A/A-1 A/A-1 A/A-1 Outlook negative stable stable LANDMARK DEALS 2008 LAND TRANSPORT FINANCE – KANSAS CITY SOUTHERN DE MÉXICO, S.A. DE C.V. In September 2008, during turbulent times in the US and inter- national capital markets, DVB closed the financing of 29 state- of-the-art locomotives for Kansas City Southern de México. The transaction utilised a unique structure available for equip- ment financing in Mexico, and provided our client with a 15-year full payout financing for these new GE ES44AC six-axle loco- motives. The deal was documented with a combination of US and Mexican papers, with security documentation filed in both jurisdictions. Further, DVB Bank SE – as a registered bank in Mexico – was able to provide the financing subject to low withholding tax requirements. DVB originated and structured the deal, and also was the sole debt provider under the trans- action – fully secured inter alia by the financed locomotives – allowing a complex solution to be delivered to a US Class One railroad in a timely and efficient manner during tumultuous times. AVIATION FINANCE – AIRCASTLE LIMITED The most important Aviation deal concluded during the year was a US$786.1 million aircraft lease portfolio term loan for Aircastle Limited. DVB, together with Calyon, HSH Nordbank and KfW IPEX-Bank, were mandated by Aircastle as lead arrangers for this 5.5-year secured term loan, the proceeds of which were used to repay an existing warehouse facility. This hybrid financing, which blended features of secured bank debt and asset-backed securities, was backed by a portfolio of 28 aircraft. Aircastle is one of the leading aircraft leasing companies, yet at the time had little presence in the bank market, having previously accessed the US capital markets for significant funding requirements. Through the joint efforts of our client and the joint-lead arrangers, the facility was over- subscribed in syndication, with a further six aviation finance banks joining the deal. The transaction was awarded Aircraft Capital Markets Deal of the Year by Jane’s Transport Finance. SHIPPING FINANCE – PALMALI GROUP DVB successfully arranged and co-underwrote (together with HSH-Nordbank) a US$183 million senior secured debt facility assisting the Palmali Group in the refinancing of one Suezmax and in the acquisition of two Aframaxes. The transaction allowed Palmali Group to establish a significant presence in the marketplace as owners and operators of crude oil tankers, adding a new leg of core business to an already existing and successful product tanker operation. The facility reflects DVB’s commitment and understanding of the crude oil tanker business, and our support towards well-structured newcomers to this market segment. The transaction was closed during a very difficult and volatile period for bank debt financing, requiring tailor-made solutions to meet specific requirements of each of the underwriters. This emphasises DVB’s reputation as a stable and constructive partner, working together with other banks and bringing added value to our clients. 2008 Group Annual Report The leading specialist in international transport finance At DVB, we go further than anyone else to make deals work, and to find intelligent and appropriate financial solutions for our clients. We investigate, research, and study our industry more than anyone else. We challenge conventional wisdom when offering advice, work hard to meet our clients’ needs, and strive to exceed their expectations. LETTER TO OUR SHAREHOLDERS AND BUSINESS PARTNERS DAGFINN LUNDE WOLFGANG F. DRIESE BERTRAND GRABOWSKI In a few months’ time we will be celebrating the twentieth anniversary of German reunifi- cation. In terms of economic policy, back then we also celebrated the victory of a free market economy over the rule of the state: free competition and private enterprise have been showing the way over recent years. Fast-forward to the present day, and more than 200 US banks have received government aid. The country’s biggest banks are under the control of the US administration (even though not legally, this is de facto the case). The Wall Street ”bulge bracket” houses have collapsed like the Tower of Babel. Governments around the world have acquired stakes in their domestic banks. Some institutions which, not long ago, were still heralded for their ambitious expansion plans are now under the control of the state. In the interest of saving jobs, government support is also being widely discussed for other industry sectors. In Germany, public-sector banks are being kept competitive with even more taxpayer support – regional politics have taken precedence over economic viability. We have never really seen the rationale for the two global market leaders in shipping finance being German public-sector banks – who are in fierce competition with us all over the globe. The merger of two large private-sector banks is about to create the third-largest player in shipping finance – also with the support of state-guaranteed funding, and with equity capital provided by the government. Will free competition still have a chance in the future? Will even successful banks that are well-managed and possess a clearly- defined, profitable business strategy have to seek government support, simply to retain a level playing field? Turning bankers into public servants is not exactly a sign of progress. We should point out quite clearly that refinancing for our business is currently provided by the German Cooperative Financial Services Network. At present, money and capital markets without sovereign guarantees are non-existent. From our point of view, the free market economy has ceased to exist for the time being – hopefully, this will not be a permanent phenomenon. As good as the underlying purpose might be, state support may prevent the system from breaking down, but it will not solve the crisis of confidence. Acting as a temporary guarantor, governments should make sure markets are working, rather than abolishing them. 2 TO OUR SHAREHOLDERS MANAGEMENT REPORT FINANCIAL STATEMENTS FURTHER INFORMATION AND BUSINESS PARTNERS Letter to our shareholders and business partners Excesses from individual cases should not be an excuse to question the principles of the social market economy, which has provided the framework for creating wealth and preserving freedom.