AKDENİZ GÜVENLİK HİZMETLERİ A.Ş. CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH AS OF

Transcription

1 AKDENİZ GÜVENLİK HİZMETLERİ A.Ş. CONVENIENCE TRANSLATION INTO ENGLISH OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH AS OF TOGETHER WITH INDEPENDENT AUDITORS REPORT

2 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AS OF CONTENTS CONSOLIDATED BALANCE SHEETS CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY CONSOLIDATED STATEMENTS OF CASH FLOWS NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS OF THE GROUP... NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS... NOTE 3 BUSINESS COMBINATIONS... NOTE 4 JOINT VENTURES... NOTE 5 SEGMENT REPORTING... NOTE 6 CASH AND CASH EQUIVALENTS... NOTE 7 FINANCIAL ASSETS... NOTE 8 FINANCIAL LIABILITIES... NOTE 9 OTHER FINANCIAL LIABILITIES... NOTE 10 TRADE RECEIVABLES AND PAYABLES... NOTE 11 OTHER RECEIVABLES AND PAYABLES... NOTE 12 RECEIVABLES AND PAYABLES FROM ACTIVITIES OF FINANCE SECTOR... NOTE 13 INVENTORIES... NOTE 14 BIOLOGICAL ASSETS... NOTE 15 CONTRACT PROGRESS COSTS AND INCOME... NOTE 16 INVESTMENTS VALUED BY EQUITY METHOD... NOTE 17 INVESTMENT PROPERTIES... NOTE 18 PROPERTY, PLANT AND EQUIPMENT... NOTE 19 INTANGIBLE ASSETS... NOTE 20 GOODWILL... NOTE 21 GOVERNMENT GRANTS AND ASSISTANCE... NOTE 22 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES... NOTE 23 COMMITMENTS... NOTE 24 PROVISIONS FOR EMPLOYEE BENEFITS... NOTE 25 PENSION PLANS... NOTE 26 OTHER ASSETS AND LIABILITIES... NOTE 27 EQUITY... NOTE 28 SALES AND COST OF SALES... NOTE 29 REASEARCH AND DEVELOPMENT EXPENSES, MARKETING, SELLING AND DISTRIBUTION EXPENSES, GENERAL ADMINISTRATIVE EXPENSES... NOTE 30 EXPENSES BY NATURE... NOTE 31 OTHER OPERATING INCOME / EXPENSES... NOTE 32 FINANCIAL INCOME... NOTE 33 FINANCIAL EXPENSES... NOTE 34 NOTE 35 FIXED ASSETS AND DISCONTINUED OPERATIONS HELD FOR SALE... TAX ASSETS AND LIABILITIES (INCLUDED DEFERRED TAX ASSETS AND LIABILITIES)... NOTE 36 EARNINGS / LOSS PER SHARE AND CALCULATION OF EBITDA... NOTE 37 RELATED PARTY DISCLOSURES... NOTE 38 NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS... NOTE 39 FINANCIAL INSTRUMENTS (DISCLOSURES FOR THE PURPOSE OF FAIR VALUE DISCLOSURES AND HEDGE ACCOUNTING)... NOTE 40 SUBSEQUENT EVENTS... NOTE 41 OTHER MATTERS WHICH ARE SIGNIFICANT TO THE FINANCIAL STATEMENTS OR WHICH SHOULD BE DISCLOSED FOR THE PURPOSE OF TRUE AND FAIR INTERPRETATION OF THE FINANCIAL STATEMENTS...

3 1 NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS OF THE GROUP Akdeniz Güvenlik Hizmetleri A.Ş. ( Akdeniz Güvenlik or the Group ) was established with commercial form as Akdeniz Güvenlik Hizmetleri Ltd.Şti. in 2001 in Istanbul, Turkey. The current form of Anonim Şirketi has been registered on Main activity of the Akdeniz Güvenlik is guard and security services. The Company also provides consultancy and training for private security. The Company provides all these private services in line with the Turkish Law No In addition, the Company provides set-up safety systems, technical support and monitoring services. Main clients of Akdeniz Güvenlik include state institutions and organizations, airports, open area security, hospitals, media-press, educational institutions, exhibition and congress security, public transportation services security, site and housing security, establishment and foundation security, stadium security at home and abroad. The Company holds all the certificates needed to provide private security services. These certificates are namely; activity permit certificate of Private Security Company, service adequacy certificate, setting up an alarm center and monitoring certificate, brand registration certificate and international quality standards certificate. The Company s registered address is at Mahmutbey Mahallesi, Kuğu Sokak, No:17, Bağcılar- Istanbul. Atak Koruma ve Güvenlik Hizmetleri Ltd.Şti. Main activity of Atak Koruma ( Subsidiary Company ) is guard and security services. The Company operates within the framework of the Turkish law no.5188 which is Law of Private Security Services. Atak Koruma became a subsidiary of Akdeniz Güvenlik in Erpa Joint Venture Erpa Joint Venture ( Joint Venture ) was established in 2009, and works on project basis. Main activity is private guard and security services. It operates within the framework of the Turkish Law no.5188 which is Law of Private Security Services. The business contract of the joint venture covers that renewed on Pusula Joint Venture Pusula Joint Venture ( Joint Venture ) was established in 2012, and works on project basis. Main activity is private guard and security services. It operates within the framework of the Turkish Law no.5188 which is Law of Private Security Services. The business contract of the joint venture covers that renewed on

4 2 NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS OF THE GROUP (Continued) Oncam Joint Venture Oncam Joint Venture ( Joint Venture ) was established in 2012, and works on project basis. Main activity is private guard and security services. It operates within the framework of the Turkish Law no.5188 which is Law of Private Security Services. Akdeniz Teknoloji Güvenlik ve Savunma Sistemleri Sanayi ve Ticaret A.Ş. Akdeniz Teknoloji Güvenlik ve Savunma Sistemleri Sanayi ve Ticaret A.Ş ( Subsidiary Company ) was established on in Istanbul, under the name of Akdeniz Savunma Teknolojileri Sanayi A.Ş. and the commercial title has been changed as Akdeniz Teknoloji Güvenlik ve Savunma Sistemleri Sanayi ve Ticaret A.Ş in accordance with the decision of general meeting dated The Company operates within the framework of the Turkish law no. 1762, that issued no and dated Gazette, Control of warfare, weapons and ammunition industry SIHA and ammunition list explosive items, 199/12028 rule no. and law no nd subparagraph and within the approval of related institutions. Main activity of the Company is either based on a project or under the licence of a firm, to buy, sell, import and export of main material, equipment and spare parts in defense industry. Akdeniz Teknoloji has joined the Group on Number of employees of the Group by years is as follows: Center personnel 17 8 Security personnel 13,045 5,560 13,062 5,568 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS 2.1. Basis of Presentations The Group maintains its books of account and prepares its statutory financial statements in accordance with accounting principles in the Turkish Commercial Code ( TCC ) and tax legislation. The Communiqué No: XI/29 published by the Turkish Capital Markets Board (CMB) in respect of Financial Reporting in the Capital Markets entered into effect as from the first interim financial statements subsequent to In accordance with that Communiqué, the financial statements will be prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union. However, International Financial Reporting Standards (IFRS) will continue to be applied until the differences between the International Financial Reporting Standards (IFRS) and those adopted by the European Union will be declared by the Turkish Accounting Standards Board (TASB). Within this

5 3 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) framework, the Turkish Accounting / Financial Reporting Standards (TFRS) which are published by the Turkish Accounting Standards Board and which are in compliance with the adopted standards will be applied. Turkish Capital Markets Board made an announcement on to the effect that inflation accounting should be discontinued for companies that operate in Turkey and prepare their financial statements in accordance with Accounting and Reporting Standards issued by the Capital Markets Board in effect from Based on this resolution the financial statements of the Group as from were not restated for the effects of inflation accounting as required by IAS 29 Financial Reporting in Hyperinflationary Economies. As the differences of the IAS/IFRS endorsed by the European Union from the ones issued by the IASB have not been announced by TASB as of the date of preparation of these consolidated financial statements, the consolidated financial statements have been prepared within the framework of Communiqué XI, No: 29 and related promulgations to this Communiqué as issued by the CMB in accordance with the accounting and reporting principles accepted by the CMB ( CMB Financial Reporting Standards ) which are based on IAS/IFRS. The consolidated financial statements and the related notes to them are presented in accordance with the formats required at the announcements of CMB those numbered 2008/16, 2008/18, 2009/2, 2009/4 and 2009/40. As per CMB s Communiqué Serial XI, No:29 and its announcements clarifying this communiqué enterprises are obliged to present the hedging rate of their total foreign exchange liability and total export and import amounts in the notes to the financial statements (Note 38). The financial statements are prepared in local currency (TL) under the historical cost convention as modified by the financial assets and financial liabilities carried at fair value based on the statutory records with adjustments and reclassifications for the purpose of fair presentation in accordance with Capital Markets Board Communiqué No. XI/29. Approval of Financial Statements: Financial statements are approved by Board of Directors on According to legislation, the Company s General Board has the right of changing the financial statements Functional and Presentation Currency The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in Turkish Lira ( TL ), which is the functional and presentation currency of the Group Basis of Consolidation a) The consolidated financial statements include the accounts of the Parent Company (Akdeniz Güvenlik), its Subsidiary Company (Atak Koruma and Akdeniz Teknoloji) and its Joint Ventures (Erpa Joint Venture, Pusula Joint Venture and Oncam Joint Venture) on the basis set out in sections from (b) to (d) below. The financial statements of the companies included in the scope of consolidation have been prepared as of the

6 4 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) date of the consolidated financial statements and have been prepared in accordance with CMB Financial Reporting Standards applying uniform accounting policies and presentation. The results of Subsidiaries and Joint Ventures are included or excluded from their effective dates of acquisition or disposal respectively. b) Subsidiaries are companies over which Akdeniz Güvenlik has capability to control the financial and operating policies for the benefit of Akdeniz Güvenlik, through the power to exercise more than 50% of the voting rights relating to shares in the companies owned directly and indirectly by itself having the power to exercise control over the financial and operating policies. c) Joint Ventures are the business partnerships which are controlled by Akdeniz Güvenlik and one or more enterprising partner. Joint ventures are consolidated by using proportionate consolidation method. In other words, by way of shares of assets, liabilities, income and expenses of the partnerships are included at the rate of Akdeniz Güvenlik s share amount. In essence, proportionate consolidation method is the same with transaction of full consolidation method. d) The Subsidiary is included in the consolidation dating from the transfer of control and ownership transferred to Akdeniz Güvenlik (2010 and 2012). Joint ventures are included in the consolidation dating from when they were established (Erpa Joint Venture: 2009, Pusula Joint Venture: 2012, Oncam Joint Venture: 2012). The balance sheets and statements of income of the Group are consolidated on a line by line basis, and the carrying value of the investment held by the Group is eliminated against the related shareholders equity accounts. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. Inter-company balances and transactions, including inter-company profits and unrealized profits and losses are eliminated. Minority interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet, separately from parent shareholders' equity. As of and effective percentage of shares and direct ownership rate of Akdeniz Güvenlik in the Subsidiary and Joint Ventures are as follows: Direct Ownership Rate (%) Effective Percentage of Shares (%) Consolidated Companies Atak Koruma ve Güvenlik Hizmetleri Ltd.Şti Erpa Joint Venture (*) Pusula Joint Venture (*) Oncam Joint Venture (*) Akdeniz Teknoloji Güvenlik ve Savunma Sistemleri Sanayi ve Ticaret A.Ş (*) Joint ventures are established for specific business contracts and they are based on profit partnerships.

7 5 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.4. Assumption of Going Concern The consolidated interim financial statements of the Group are prepared on a going concern basis Measurement Currency and Reporting Currency Functional and presentation currency of the Group is TL. The consolidated financial statements have been prepared under the historical cost convention, other than financial assets which are stated at fair value. The Group maintains its books of account and prepares its statutory financial statements in accordance with the Turkish Commercial Code ( TCC ), tax legislation and the Uniform Chart of Accounts issued by the Ministry of Finance and accounting principles issued by the Turkish Capital Markets Board (CMB) Prior Period Comparative Information To enable the determination of financial condition and performance trends, the Group discloses comparative information is respect of the previous period. Comparative figures are reclassified, where necessary, to conform to changes in presentation in the current year so that the reclassification will result in a more appropriate presentation of events or transactions Changes in Accounting Policies Estimates and Errors Material changes in accounting policies are applied retrospectively and the prior year consolidated financial statements are restated. If the application of changes in accounting estimates affects the financial results of a specific period, the accounting estimate change is applied in that specific period, if they affect the financial results of current and following periods; the accounting policy estimate is applied prospectively in the period in which change is made Significant Accounting Judgments, Estimates and Assumptions The preparation of financial statements in conformity with Communiqué XI-29 requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities for the next reporting period are as follows: (a) Provisions Provisions are recognized when, and only when the Group has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

8 6 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date and the significant judgments are as follows: Allowance for doubtful debts reflect the amount set aside for the losses in the future related to receivables which exist at the balance sheet date but which, in the opinion of the management, carry the risk of collection due to current economic conditions. When evaluating whether receivables have suffered a loss in value the past performance of the debtors, their credibility in the market and their performance between the balance sheet date and report date together with changed circumstances are taken into consideration. In addition the collaterals existing as at the balance sheet date together with new collaterals obtained between the balance sheet date and report date are also taken into consideration. The allowance for doubtful receivables as of the balance sheet dates are explained under Note 10 and 11. When setting aside the provision for legal claims the probability of losing the related case and the results expected to be suffered in the event that the legal counsel of the Group and management of the Group make their best estimates to calculate the provision required. As for the diminution in value of inventories, all inventories are subjected to review and their usage possibility ascertained on the basis of the opinion of the technical personnel; provisions are set aside for items expected not to have usage possibility. Calculation of net realizable values of inventories is based on selling prices as disclosed by selling price lists after deduction of average discounts given during the year and selling expenses to be incurred for the realization of inventories. If the net realizable value of any inventory falls under its cost price appropriate provisions are accordingly set aside (Note 13). According to the accounting policy specified in Note 2.9, as of the date of and prior dates, land and buildings are shown by means of deduction of provisions of impairment and accumulated depreciation from cost value. As of and , land and buildings are accounted with respect to revalued cost model. Depreciation is written up by using straight-line method and based on useful life of tangible assets. Useful life is based on best predictions of method, reviewed in each balance sheet date and make amendment needed. Deferred tax assets are accounted for only where it is likely that related temporary differences and accumulated losses will be recovered through expected future profits. When accounting for deferred tax losses it is necessary to make important estimations and evaluations with regard to taxable profits in the future periods.

9 7 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.9. Summary of significant accounting policies Significant accounting policies for consolidated financial statements are summarized below: Revenue Revenues are reflected to the financial statements when revenues provide economical advantages to the Group and measured reliably, for reflection of the revenue, criteria below must be implemented. Sales of services For recording sales of services as sales, important risks and return about delivery of services must be transplant to the receiver. Management is not interested in procedures of sales of services and is devoid of effective control about service. Measurability of earnings reliably and costs and attainment of economic advantages are conditions. Income and expenses about same transactions are recording at financial statements. Net sales are purged form of billed cost of delivered services and netted of sales returns and discounts too. Trade receivables / payables Trade receivables that are created by the Group by way of providing goods or services directly to a debtor are recorded at invoice values after deducting provision for doubtful trade receivables carried at amortized cost. Finance cost imputed in trade receivables is computed by discounting the receivables at the current market rate of return for government bonds quoted in an organized stock exchange or for a similar financial asset with appropriate due dates and is reflected in the financial statements. Short term trade receivables with no stated interest rate are measured at invoice amount unless the effect of imputing interest accrual is significant. A credit risk provision for trade receivables is established if there is objective evidence that the Group will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral, discounted based on the original effective interest rate of the originated receivables at inception. Credit risk provision is made based on the best estimates of the Management about the market conditions. If the amount of the impairment subsequently decreases due to an event occurring after the write-down, the release of the provision is credited to other income. Inventories Inventories are valued at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Financing costs incurred for inventories purchased on deferred settlement terms are excluded from the cost of inventories. Cost is calculated by the weighted average method.

10 8 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) Property, plant and equipment As of and property, plant and equipment (except land and buildings) are carried at cost less accumulated depreciation and permanent impairment. Land and buildings are stated at fair values based on revalued amounts. Depreciation is provided on a straight-line basis based on the approximate economic useful lives taken into consideration. Differences between net book values and fair values of land and buildings, is followed under Equity in revaluation funds as offset by future relevant deferred tax liability. There is no depreciation for land as they have infinite lives. The Company has valuation reports for its land and buildings from 1A Grup Gayrimenkul Değerleme ve Danışmanlık A.Ş. dated A Grup Gayrimenkul Değerleme ve Danışmanlık A.Ş. is authorized by Turkish Capital Markets Board. As of net book values and revalued amounts of the Company s land and buildings are explained in Note 18. Revalued amounts of land and buildings owned by the Company are also approved by court decision of T.C Bakırköy 7 th Commercial Court with law no.2012/23 and 2012/28 and dated based on the court s expert s report dated As of net book values and revalued amounts of the Company s land and buildings are explained in Note 18. The estimated useful lives for the current and comparative periods are as follows: Years Buildings 50 Machinery and equipment Vehicles 8 14 Fixtures 7-20 Leasehold improvements 5 Depreciation is provided for assets when they are ready for use. Depreciation continues to be provided on assets when they become idle. The gain or loss arising from the disposal or derecognition of an item of property, plant and equipment is the difference between the net sales proceeds, if any, and the restated carrying amount. The gain or loss arising from the disposal of an item of property, plant and equipment is recognized in profit or loss. Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of asset net selling price or value in use. The recoverable amount of the property, plant and equipment is the higher of future net cash flows from the utilization of this property, plant and equipment or fair value less cost to sell.

11 9 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) Intangible assets An intangible asset is recognized if it meets the identifiable criteria of intangibles, control exists over the asset and it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the costs can be measured reliably. Intangible assets are carried at cost less accumulated amortization and impairment. Amortization of intangible assets except goodwill for which the accounting is explained above is allocated on a systematic pro-rata basis using the straight-line method. Years Other intangible fixed assets (mainly computer licenses) 3-5 Impairment of assets The Group assesses for assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized for the amount by which the asset s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset s fair value less costs to sell or value in use. Impairment losses are recognized in the income statement. Financial assets Financial assets are initially recognized in the consolidated financial statements at their acquisition costs including the operational costs. Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as Available-For-Sale in accordance with the requirements of IAS 39, Financial Instruments. These are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the balance sheet date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Management determines the appropriate classification of its investments at the time of the purchase and re-evaluates such designation on a regular basis. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of financial assets classified as available for sale, a significant or prolonged decline in the fair value of the assets below its cost is considered as an indicator that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value- is removed from Financial Assets Fair Value Reserve in equity and the remained amount recognized as loss in the comprehensive income statement of the period. The unrealized gains and losses arising from changes in the fair value of available-for-sale securities are recognized in Financial Assets Fair Value Reserve in equity. Gains and losses previously recognized in Financial Assets Fair Value Reserve are transferred to the statement of income when such available-for-sale financial assets are derecognized.

12 10 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) Effective interest method The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization. All other borrowing costs are recognized in the profit or loss in the period in which they are incurred. Foreign currency transactions Transactions in foreign currencies during the periods have been translated at the exchange rates prevailing at the dates of these transactions. Balance sheet items denominated in foreign currencies have been translated at the exchange rates prevailing at the balance sheet dates. The foreign exchange gains and losses are recognized in the income statement. Earnings per share Earnings per share disclosed in the consolidated statement of income are determined by dividing net income by the weighted average number of shares outstanding during the year concerned. In Turkey, companies can increase their share capital by making a pro-rata distribution of shares ("bonus shares") to existing shareholders from retained earnings. For the purpose of earnings per share computations, the weighted average number of shares in existence during the year has been adjusted in respect of bonus share issue without a corresponding change in resources, by giving them a retroactive effect for the year in which they were issued and for each earlier year, as if the event had occurred at the beginning of the earliest period reported. EBITDA This financial data is an indicator of income measured without considering expenses not requiring financing, tax, cash outflow, depreciation expenses and provisions for severance pay expenses. This financial knowledge has to evaluate with other financial data listed in cash flow statement.

13 11 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) Provisions, contingent liabilities and contingent assets Provisions are recognized when present obligations will probably lead to an outflow of economic resources from the Group and they can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events, for example, product warranties granted legal disputes or onerous contracts. Restructuring provisions are recognized only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan s main features to those affected by it. Provisions are not recognized for future operating losses. Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the balance sheet date, including the risks and uncertainties associated with the present obligation. Any reimbursement expected to be received in the course of settlement of the present obligation is recognized, if virtually certain as a separate asset, not exceeding the amount of the related provision. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. In addition, long term provisions are discounted to their present values, where time value of money is material. All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. In those cases where the possible outflow of economic resource as a result of present obligations is considered improbable or remote, or the amount to be provided for cannot be measured reliably, no liability is recognized in the balance sheet. Probable inflows of economic benefits to the Company that do not yet meet the recognition criteria of an asset are considered contingent assets. Leases The Group as the lesser Operational Leases Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.

14 12 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) Related parties In the presence of one of the following criteria, a party is considered to be an associate of the Group if: (a) The certain party, by way of one or more intermediary, directly or indirectly: (i) has control the entity, controlled by the entity or brought under control with the entity (including parents, subsidiaries and subsidiaries under the same sector) (ii) has own share for providing significant effect over the Company or (iii) has posses joint control over the Company; (b) has become a subsidiary of the Company; (c) has posses a joint venture that the Company is joint venturer too; (d) has to be a member of the Company s managerial personnel; (e) has to be a family member of the person identified in (a) or (d); (f) has to be a management which is controlled or controlled mutually or where anyone identified in (d) or (e) hold voting right directly or indirectly; (g) has posses benefit plans for employers of management after they release. Subsequent events Subsequent events are composed of any event between the balance sheet date and the publication date of the balance sheet, even if they arise after any announcements of profits or other financial data. Provisions, contingent liabilities and contingent assets Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Segment reporting of financial information The operating segments are evaluated in parallel to the internal reporting and strategic sections presented to the organs or persons authorized to make decisions regarding the activities of the Group. There is no segment reporting because of all activities of the Group comprise of security services.

15 13 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED (Continued) FINANCIAL STATEMENTS Taxes calculated on the basis of the company s earnings Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases which is used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred income tax liabilities are recognized for all taxable temporary differences, whereas deferred income tax assets resulting from deductible temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized. When the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority and there is a legally enforceable right to offset current tax assets against current tax liabilities, deferred tax assets and deferred tax liabilities are offset accordingly. Deferred tax assets and liabilities are classified as long term assets and liabilities at the consolidated financial statements. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

16 14 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax of the period Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to items that are recognized outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognized outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer s interest in the net fair value of the acquirer s identifiable assets, liabilities and contingent liabilities over cost. Employee benefits / Severance payments Employment termination benefits, as required by the Turkish Labor Law and the laws applicable in the countries where the subsidiaries operate, represent the estimated present value of the total reserve of the future probable obligation of the Group arising in case of the retirement of the employees, termination of employment without due cause, call for military service, be retired or death upon the completion of a minimum one year service. Provision which is allocated by using defined benefit pension s current value according to actuarial estimations is calculated by using estimated liability method. All actuarial profits and losses are recognized in consolidated statements of income. Statement of cash flows Cash flows during the period are classified and reported by operating, investing and financing activities in the cash flow statements. Cash flows from operating activities represent the cash flows of the Group generated from retailing activities. Cash flows related to investing activities represent the cash flows that are used in or provided from the investing activities of the Group (investments in property, plant and equipment and financial investments). Cash flows arising from financing activities represent the cash proceeds from the financing activities of the Group and the repayments of these funds.

17 15 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) Cash and cash equivalents comprise cash on hand and bank deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash with maturities equal or less than three months and which are subject to an insignificant risk of changes in value. Netting / Offsetting All items with significant amounts and nature, even with similar characteristics, are presented separately in the financial statements. Insignificant amounts are grouped and presented by means of items having similar substance and function. When the nature of transactions and events necessitate offsetting, presentation of these transactions and events over their net amounts or recognition of the assets after deducting the related impairment are not considered as a violation of the rule of non-offsetting. As a result of the transactions in the normal course of business, revenue other than sales are presented as net provided that the nature of the transaction or the event will qualify for offsetting. Paid-in capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Deferred finance income / expenses Credit finance income/charges represent imputed finance income/charges on credit sales and purchases. Such income/charges calculated by using the effective interest method are recognized as financial income or expenses over the period of credit sale and purchases, and included under financial income and expenses. Cash and cash equivalents Cash and cash equivalents include cash on hand, credit card receivables, deposits at banks and highly liquid short-term investments, with maturity periods of less than three months, which has insignificant risk of change in fair value.

18 16 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) 2.10 Adoption of New and Revised International Financial Reporting Standards The Group applied the revised standards and interpretations that are relevant to its operations, published by International Accounting Standards Board (IASB) and International Accounting Standards Committee (IASC) and effective for financial statement which belong the period of 31 December 2012: IAS 24 (Revised), Statements of Related Parties IAS 32 (Amendment), Financial Tools: Presentation IFRIC 14 (Amendment), Advance Payment of Minimum Funding Requirement IFRIC 19 (Interpretation), Payment of Financial Debts with Financial Tools Based on Equity Capital IFRS 3 (Amendment), Business Combinations IFRS 7 (Improvement), Financial Tools: Explanations IAS 1 (Improvement), Presentation of Financial Statements IAS 27 (Improvement), Consolidated and Non-consolidated Financial Statements IFRIC 13 (Improvement), Customer Loyalty Programs IAS 34 (Improvement), Intermediary Period Financial Reporting Standards, amendments and interpretations in issue but not yet effective and not early adopted by the Group: Following standards and interpretations have published while this financial statements approving but it has not became effective yet: IFRS 9, Financial Instruments, Effective from 01 January 2015 IFRS 10, Consolidated Financial Statements, Effective from 01 January 2013 IFRS 11, Common Regulations, Effective from 01 January 2013 IFRS 12, Explanations Concerning the Shares in Other Operations, Effective from 01 January 2013 IFRS 13, Fair value Measurement, Effective from 01 January 2013 IAS 19, Employee Benefits, Effective from 01 January 2013 IAS 27, Consolidated and Separate Financial Statements, Effective from 01 January 2013 IAS 28, Investments in Associates and Joint Ventures, Effective from 01 January 2013

19 17 NOTE 2 BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS (Continued) IFRS 7 (Amendment), Financial Instruments - Disclosures, Effective from 01 January 2013 IAS 32 (Amendment), Financial Instruments-Presentation: Offsetting Financial Assets and Financial Liabilities, Effective from 01 January 2014 NOTE 3 BUSINESS COMBINATIONS None ( : None). NOTE 4 JOINT VENTURES (Erpa Joint Venture, Pusula Joint Venture and Oncam Joint Venture) Share in assets and liabilities of the joint ventures calculated by using proportionate consolidation method of the Group are as follows: Cash and cash equivalents 380, Trade receivables 2,727, ,172 Other current assets 75, Share of the Company s joint venture in the current assets 3,183, ,661 Share of the Company s joint venture in the fixed assets Trade payables 22,096 16,544 Due to personnel 1,469, ,161 Tax and SSI payables 715, ,136 Share of the Company s joint venture in the short term liabilities 2,206, ,841 Share of the Company s joint venture in the long term liabilities -- --

20 18 NOTE 4 JOINT VENTURES (Erpa Joint Venture, Pusula Joint Venture and Oncam Joint Venture) (Continued) Share in profit / (loss) items of the joint ventures calculated by using proportionate consolidation method of the Group are as follows: Net sales 22,279,634 5,285,508 Cost of sales (22,081,746) (4,710,033) General administrative expenses (15,309) (18,003) Financial expenses (902) -- Deferred tax income/expense 233, Net profit for the year 415, ,472 NOTE 5 SEGMENT REPORTING There is no segment reporting because of all activities of the Group are comprised of security services. 95% of the sales of the Group in 2012 occurred in Turkey (mainly in Marmara Region) and 2% of these sales occurred in overseas (Iraq-Bagdad). NOTE 6 CASH AND CASH EQUIVALENTS Cash 508, ,960 Banks - Demand deposit TL 2,069,811 1,794,947 - Demand deposit USD ,578,813 1,965,042

21 19 NOTE 7 FINANCIAL ASSETS Financial assets held for sale: Halkbank investment fund (account no:42403) -- 3,000 Total -- 3,000 NOTE 8 FINANCIAL LIABILITIES Short term Loans - Loans in TL 4,053,426 9,266,932 Current portion of long-term bank loans 2,014, Loan interest accrual 11,028 66,885 6,079,390 9,333,817 Long term Loans - Loans in TL 795,436 2,160, ,436 2,160,496 The maturity breakdown of financial liabilities is as follows: months 4,937,959 3,380, months 1,141,431 5,953, years 795,436 1,275, years ,487 6,874,826 11,494,313

22 20 NOTE 8 FINANCIAL LIABILITIES (Continued) As of details of bank loans are as follows: Type of Loan Currency Type Effective Interest Rate Book Value ING Bank Installment loan TL 12.00% 2,064 ING Bank Installment loan TL 11.40% 431,686 ING Bank Installment loan TL 11.40% 431,686 ING Bank Installment loan TL 11.40% 431,686 ING Bank Installment loan TL 11.40% 431,686 ING Bank Installment loan TL 11.40% 431,686 ING Bank Installment loan TL 13.66% 527,799 ING Bank Installment loan TL 13.56% 122,077 Türkiye Finans Katılım Bankası Revolving loan TL 4,053,428 Loan interest accrual 11,028 6,874,826

23 21 NOTE 8 FINANCIAL LIABILITIES (Continued) As of details of bank loans are as follows: Bank Name Type of Loan Currency Type Effective Interest Rate Amount ING Bank Installment loan TL 12.00% 50,379 ING Bank Installment loan TL 11.40% 679,484 ING Bank Installment loan TL 11.40% 679,484 ING Bank Installment loan TL 11.40% 679,484 ING Bank Installment loan TL 11.40% 679,484 ING Bank Installment loan TL 11.40% 679,484 Türkiye Ekonomi Bankası Installment loan TL 11.40% 59,377 ING Bank Installment loan TL 13.08% 1,654,735 ING Bank Installment loan TL 13.66% 2,000,000 ING Bank Installment loan TL 13.66% 2,250,000 ING Bank Installment loan TL 13.80% 500,000 ING Bank Installment loan TL 10.62% 214,913 ING Bank Installment loan TL 15.10% 455,981 Vakıfbank Loan against assignment TL 14.00% 844,623 Loan interest accrual 66,885 NOTE 9 OTHER FINANCIAL LIABILITIES None ( : None). 11,494,313

24 22 NOTE 10 TRADE RECEIVABLES AND PAYABLES Trade Receivables Customers - Third parties 32,864,586 16,213,628 - Due from related parties (Note 37) 1,707, ,114 Notes receivables - Third parties 219, ,230 34,792,443 16,509,972 Deferred financial expense (-) (225,546) (120,298) Provision for doubtful receivables(-) (326,552) (77,502) 34,240,345 16,312,172 As of , the Group has obtained bank loans by way of assignment of its receivables for TL 5,916,798 to the lending banks ( : TL 852,762) (Note 8). There is no security received for trade receivables. Movement of provision for doubtful receivables is as follows: Beginning of period 77,502 77,502 Provisions (during the period) 249, Balance at end of period 326,552 77,502