1 EFESAN DEMİR SANAYİ VE TİCARET A.Ş. FINANCIAL STATEMENTS AT 31 DECEMBER 2011 TOGETHER WITH AUDITOR S REPORT
4 BALANCE SHEETS AS OF AND 2010 (Amounts translated into US Dollars at the respective year end exchange rates for convenience purposes) ASSETS Note USD TL USD TL Current Assets Cash and Cash Equivalents 4 412, ,109 2,119,392 3,276,580 Trade Receivables, net 5 1,360,687 2,570,201 2,358,862 3,646,801 Due from Related Parties and Shareholders 6 2,150,344 4,061,784 11,281,799 17,441,661 Inventories 7 679,835 1,284, ,351 1,435,231 Other Current Assets 8 441, , , ,858 Total Current Assets 5,044,833 9,529,185 17,125,570 26,476,131 Non-Current Assets Investments 9 44,485,183 84,028,062 53,827,660 83,217,562 Property, Plant and Equipment, net 10 15,050,609 28,429,096 20,886,026 32,289,796 Intangible Assets, net 11 1,983 3,746 16,950 26,205 Other Non-Current Assets 8 80, ,412 72, ,402 Deferred Tax Asset 15 37,909 71,606 78, ,538 Total Non-Current Assets 59,656, ,684,922 74,881, ,766,503 TOTAL ASSETS 64,701, ,214,107 92,006, ,242,634 The accompanying notes are an integral part of these financial statements.
5 BALANCE SHEETS AS OF AND 2010 (Amounts translated into US Dollars at the respective year end exchange rates for convenience purposes) LIABILITIES AND SHAREHOLDERS EQUITY Note USD TL USD TL Short Term Liabilities Financial Liabilities 12 6,168,776 11,652,201 11,237,382 17,372,992 Trade Payables, net , , , ,685 Due to Related Parties and Shareholders 6 1,360,507 2,569,861 2,609,241 4,033,887 Other Short Term Liabilities , ,096 2,137,133 3,304,010 Total Short Term Liabilities 8,341,529 15,756,313 16,122,621 24,925,574 Long Term Liabilities Financial Liabilities 12 30,000,000 56,667,000 35,767,228 55,296,135 Retirement Pay Provision 16 53, ,019 66, ,657 Deferred Tax Liability , Total Long Term Liabilities 30,054,093 56,769,177 35,833,986 55,399,342 Shareholders' Equity Share Capital 17 29,458,715 55,644,567 35,992,605 55,644,567 General Reserves 18 (2,132,013) (4,027,159) 3,868,281 5,980,363 Other Capital Reserves 7,045 13,310 8,609 13,310 Net Profit / (Loss) for the Year (1,028,164) (1,942,101) 180, ,478 Total Shareholders' Equity 26,305,583 49,688,617 40,050,271 61,917,718 Commitments and Contingencies 24 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 64,701, ,214,107 92,006, ,242,634 The accompanying notes are an integral part of these financial statements.
6 STATEMENTS OF INCOME FOR THE YEARS ENDED AND 2010 (Amounts translated into US Dollars at the respective year end exchange rates for convenience purposes) INCOME STATEMENT Note USD TL USD TL Net Sales 19 27,524,660 51,991,331 21,643,635 33,461,059 Cost of Sales 20 (26,638,512) (50,317,486) (20,513,288) (31,713,544) GROSS PROFIT 886,148 1,673,845 1,130,347 1,747,515 Marketing, Selling and Distribution Expenses 21 (90,700) (171,324) (1,100,631) (1,701,576) General Administrative Expenses 22 (399,700) (754,994) (929,123) (1,436,424) BASIC OPERATING PROFIT / (LOSS) 395, ,527 (899,407) (1,390,485) Other Income / (Expenses), net ,553 1,064,496 4,116,679 6,364,386 Financing Income / (Expenses), net 24 (1,960,709) (3,703,584) (3,022,237) (4,672,379) PROFIT / (LOSS) BEFORE TAX FOR THE YEAR (1,001,408) (1,891,561) 195, ,522 Taxation on Profit - Current Deferred 15 (26,756) (50,540) (14,259) (22,044) NET PROFIT / (LOSS) FOR THE YEAR (1,028,164) (1,942,101) 180, ,478 Earnings before interest, tax, depreciation and amortization (EBITDA) 834,470 1,576,231 (469,785) (726,287) The accompanying notes are an integral part of these financial statements.
7 STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY FOR THE YEARS ENDED AND 2010 Other Net Profit / Capital General (Loss) for Share Capital Reserves Reserves the Year Total Balance, ,644,567 13,310 13,814,807 (7,834,444) 61,638,240 Transfer to general reserves - - (7,834,444) 7,834,444 - Net profit for the year , ,478 Balance, ,644,567 13,310 5,980, ,478 61,917,718 Transfer to general reserves ,478 (279,478) - Unrealised foreign exchange losses - - (10,287,000) - (10,287,000) Net loss for the year (1,942,101) (1,942,101) Balance, ,644,567 13,310 (4,027,159) (1,942,101) 49,688,617 The accompanying notes are an integral part of these financial statements.
8 STATEMENTS OF CASH FLOW FOR THE YEARS ENDED AND CASH FLOWS FROM OPERATING ACTIVITIES Net profit / (loss) for the year (1,942,101) 279,478 Adjustment for: Depreciation and amortization 992, ,200 (Reversal of unnecessary) / Provision for retirement pay (1,638) (78,618) Depreciation written off due to fixed asset disposals (897,528) (1,046,213) Deferred taxation, net 50,540 22,044 Operating loss before working capital changes (1,797,814) (83,109) Trade receivables 1,076,600 1,230,983 Due to / from related parties and shareholders, net 11,915,851 (11,062,100) Inventory 151,090 2,051,627 Other current assets (158,092) 32,137 Other non current assets (41,010) 42,124 Trade payables 386,470 (1,590,464) Other payables and accrued liabilities (2,370,914) 747,524 Net Cash Flows From / (Used in) Operating Activities 9,162,181 (8,631,278) CASH FLOWS FROM INVESTING ACTIVITIES (Purchase) / sale of property, plant and equipment, net 3,787,774 1,281,936 Equity participations (810,500) - Net Cash Flows Generated From Investing Activities 2,977,274 1,281,936 CASH FLOWS FROM FINANCING ACTIVITIES Financial liabilities (14,636,926) 9,614,109 Lease payables - (264) Net Cash Flows Generated From / (Used in) Financing Activities (14,636,926) 9,613,845 Net Increase / (Decrease) in Cash and Cash Equivalents (2,497,471) 2,264,503 Cash and Cash Equivalents at the Beginning of the Year 3,276,580 1,012,077 Cash and Cash Equivalents at the End of the Year 779,109 3,276,580 The accompanying notes are an integral part of these financial statements.
9 1. ORGANIZATION AND ACTIVITIES 1 Efesan Demir Sanayi ve Ticaret A.Ş. ( Efesan or the Company ) is a private Turkish company located in İstanbul. Efesan was founded and started operations in The Company is engaged in the production and sale of sheet metal, scrap, block and concrete reinforcing bars. The Company has terminated its production of construction steel by milled iron billet as of The company continues its operation by producing steel mat, construction steel and project based specialized products. The Company has ISO 9001 certificate. Efesan is founded on an area of 19,002 sqm and its plant covers an indoor area of 10,100 sqm. During 2011, the Company employed about 22 employees (2010: 23). The Company s annual production capacity is 89,411 tons. 2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS Basis of Presentation of the Financial Statements The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board and International Accounting Standards and Standing Interpretations Committee interpretations approved by the IASC that remain in effect. The Company maintains its books of account and prepares its statutory financial statements in accordance with the Turkish Commercial Code and Tax Legislation and the Uniform Chart of Accounts issued by the Ministry of Finance. The financial statements have been prepared from statutory financial statements of the Company presented in Turkish Lira with adjustments and reclassifications for the purpose of fair presentation in accordance with IFRS. Measurement Currency and Reporting Currency. In the accompanying financial statements the currency used is Turkish Lira has been shown with the symbol of TL. Convenience Translation of Financial Statements For the convenience of the reader, the accompanying financial statements have been translated from Turkish Lira to US Dollars with the Central Bank buying exchange rates at period-ends ( : USD 1 = TL ; : USD 1 = TL ). Such convenience translations are not intended to comply with the provisions of IAS 21 The Effects of Changes in Foreign Exchange Rates. All resulting exchange differences are recognized as a separate item of translation difference in the General Reserves account.
10 2 Adoption of new and revised International Financial Reporting Standards In the current period, the Company has applied the standards and interpretations relevant to their scope of activities of the new and newly revised standards and interpretations issued by International Accounting Standards Board ( IASB ) and the International Financial Reporting Interpretation Committee ( IFRIC ) of IASB being effective from 1st of January a) Standards, amendments and interpretations effective from 1 January 2011: - IAS 24 (Revised), Statements of Related Parties - IFRS 1 (Amendment), First Implementation of IFRS - 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 - The standards within the scope of 2010 Annual Development Project will be valid for financial periods start after January 1st, The abovementioned project includes the following changes in 6 standards and 1 interpretation: - IFRS 1 (Improvement), First Implementation of IFRS - IFRS 3 (Improvement), Business Mergers - IFRS 7 (Improvement), Financial Tools: Explanations - IAS 1 (Improvement), Presentation of Financial Statements - IAS 27 (Improvement), Consolidated and Non-consolidated Financial Statements - IAS 34 (Improvement), Intermediary Period Financial Reporting - IFRIC 13 (Improvement), Customer Loyalty Programs b) Standards, amendments and interpretations to existing standards that are not yet effective as of 31 December 2011 and have not been early adopted by the Company: - IFRS 7 (Amendment), Financial Tools: Explanations - IFRS 1 (Amendment), First Implementation of IFRS - IAS 12 (Amendment), Income Taxes - IAS 19 (Amendment), Employee Benefits - IAS 1 (Amendment), Presentation of Financial Statements - IFRS 9, Financial Tools - IFRS 10, Consolidated Financial Statements - IFRS 11, Common Regulations - IFRS 12, Explanations Concerning the Shares in Other Operations - IFRS 13, Measurement of Securities - IAS 27, Individual Financial Statements - IAS 28, Participations and Joint Ventures The Company management will evaluate the effect of the aforementioned changes within its operations and apply changes starting from effective date. It is expected that the application of the standards and the interpretations above will not have a significant effect on the financial statements of the Company.
11 3 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies followed in the preparation of the accompanying financial statements are set forth below: Related Parties For the purpose of the accompanying financial statements, partners, key personnel in management, board of directors, dependent companies, participations and subsidiaries of the Company are referred to as related organizations. Cash and Cash Equivalents Cash and cash equivalents consist of, investments that are short-term, highly liquid, easily turn into cash and will not be affected interest rate fluctuations. Trade Receivables and Provision for Doubtful Receivables Trade receivables are recognized at original invoice amount and carried at discounted cost less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. In case the provision decreases as a result of an event that occurs after write off, the amount is reflected on the income statement in the current period. Based on an evaluation of its trade portfolio such as volume, character of outstanding loans, past loan experience and general economic conditions management provides a general reserve that it believes is adequate to cover possible losses and uncollectible amounts in the Company s receivables, in addition to specific reserves provided for receivables in legal follow-up. Trade Payables Trade payables are stated at their nominal values, discounted as appropriate. Inventory Inventories are valued on the basis of the weighted average cost method by considering the cost or the net realizable value, whichever is the lowest. Net realizable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses. The cost of inventories cover all purchasing costs, conversion costs and other expenses made to bring the inventories into their current state and condition. Investments Investments are stated at cost. Property, Plant and Equipment and Related Depreciation Property, plant and equipment (except land and buildings) are carried at acquisition cost, less any accumulated depreciation and any impairment loss. Land and buildings of the Company are stated at fair values which are based on expertise reports. Profit and loss arising out of the sale of property, plant and equipment are included in the other income and expense accounts. In cases when the carrying value of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Repair and maintenance expenditure related to property, plant and equipment is expensed as incurred.
12 4 Depreciation rates are determined according to approximately useful lives of tangible fixed assets are as follows: Years Buildings 50 Machinery and equipment 10 Motor vehicles 20 Furniture and fixtures 10 Rights 10 Leasehold improvements 10 Impairment of Assets Assets that have indefinite useful lives, for example goodwill, are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment 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 asset s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset s fair value less costs to sell or value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Borrowing Costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a considerable 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 by the temporary investment of the part of the borrowing not yet used is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred. Taxation and Deferred Income Taxes 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. Deferred tax: Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Employee Benefits / Retirement Pay Provision Under the Turkish law and union agreements, severance payments are made to employees retiring or involuntarily leaving the Company. Such payments are considered as being part of defined retirement benefit plan as per International Accounting Standard No: 19 (revised) Employee Benefits ( IAS 19 ). The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial gains and losses.
13 5 Revenue Recognition Revenue involves the goods and service sales invoiced value. Revenues are recognized on an accrual basis at the time deliveries of goods and services or acceptances are made, the transfer of risks and benefits related to good are realized, the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Company, at the fair value of the consideration received or receivable. The significant risks and benefits in sales are transferred when the goods are delivered or legal proprietorship is transferred to the customer. Interest income and expenses are recognized in the income statement on an accrual basis. Net sales represent the invoiced value of goods shipped less sales returns and commission and excluding sales taxes. Operating Expenses Operating expenses are recognized in profit or loss upon utilization of the service or at the date of their origin. Expenditure for warranties is recognized and charged against the associated provision when the related revenue is recognized. Offsetting Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Foreign Currency Transactions and Foreign Currency Translation The transactions in foreign currencies during the period have been translated at the exchange rates prevailing at the dates Monetary assets and liabilities are translated at the exchange rates prevailing at the end of the period. The foreign exchange gains and losses are recognized in the income statement. The USD and EUR exchange rates used are as follows: USD EUR Provisions Provisions are recognized when, and only when the Company 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. Provisions are recognized by the amortized amount as of balance sheet date in case that the monetary loss is material. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Commitments and Contingencies Transactions that may give rise to contingencies and commitments are those where the outcome and the performance of which will be ultimately confirmed only on the occurrence or non-occurrence of certain future events, unless the expected performance is remote. Accordingly, contingent losses are recognized in the financial statements if a reasonable estimate of the amount of the resulting loss can be made. Contingent gains are reflected only if it is probable that the gain will be realized.
14 6 Use of Estimates The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. These estimates are reviewed periodically and, as adjustments become necessary, they are reported in earnings in the periods in which they become known.. EBITDA EBITDA is defined as earnings before interest expense, income tax expense (benefit), depreciation and amortization. This information should be read with the statements of cash flows contained in the accompanying financial statements
15 7 4. CASH AND CASH EQUIVALENTS Cash - Turkish Lira 3,399 4,430 - Foreign Currency - USD 4,722 2,010 - EUR 3,570 4,108 11,691 10,548 Bank Deposits (*) - Turkish Lira 522,002 2,212,411 - Foreign Currency - USD 243,884 1,047,558 - EUR 1, ,418 3,260,008 Other liquid assets - 6, ,109 3,276, TRADE RECEIVABLES, NET Customers' current accounts - Turkish Lira 3,591,653 4,242,460 - Foreign Currency - 372,651 Notes receivable 280, ,672 Trade receivable discount (-) (19,114) (41,162) Provision for doubtful receivables (-) (1,282,596) (1,034,820) 2,570,201 3,646,801 As of 31 December 2011, maturity breakdown of notes receivable is given below: up to 30 days 199,860 up to 60 days 51,504 up to 90 days 28, ,258
16 8 6. DUE FROM / TO RELATED PARTIES AND SHAREHOLDERS Due from related parties Ferro Döküm Sanayi ve Dış Ticaret A.Ş. 3,153,320 10,494,604 Efektif Gayrimenkul Gel. ve Yat. A.Ş. 548,288 6,932,297 Borda Denizcilik ve Mümessillik Dış Tic. A.Ş. - 14,760 İstanbul Demir Çelik Fabrikaları A.Ş. 360,176-4,061,784 17,441,661 Due to related parties İstanbul Demir Çelik Fabrikaları A.Ş. - 2,255,136 Borda Denizcilik ve Mümessillik Dış Tic A.Ş. 93,361 - Efeska İnşaat Taahhüt San. ve Tic. A.Ş. 2,476,500 1,778,751 2,569,861 4,033, INVENTORY Raw materials 433, ,104 Work in process 15,006 - Finished goods 138,974 88,491 Merchandises 436, ,927 Other inventory 259, ,709 1,284,141 1,435,231
17 9 8. OTHER CURRENT ASSETS Short Term Prepaid taxes 84 5,161 Advances given for business purposes - 10,000 Advances given 320, ,065 Deposits given 3,566 2,589 Other 509, ,043 Long Term 833, ,858 Prepaid expenses 87,252 58,196 Deposits received - 99 Other 65,160 53, , , INVESTMENTS Ferro Döküm Sanayi ve Dış Ticaret A.Ş. 33,273,123 33,273,123 Efektif Gayrımenkul Gel. ve Yat. A.Ş. 2,650,000 2,000,000 İstanbul Demir Çelik Fabrikaları A.Ş. 47,944,439 47,944,439 Borda Denizcilik ve Mümesillik Dış Tic. A.Ş. 160,500-84,028,062 83,217,562
18 PROPERTY, PLANT AND EQUIPMENT, NET Cost Additions Disposals Land and buildings 30,252, ,740 (4,537,459) 26,686,362 Machinery and equipment 32,944,715 16,819,405 (17,302,306) 32,461,814 Motor vehicles 2,344, ,291 (1,022,161) 2,314,028 Furniture and fixtures 2,286, ,570 (112,021) 2,482,594 Leasehold improvements 94,872 - (94,872) - Other fixed assets - 187, ,626 Accumulated Amortisation 67,922,611 19,278,632 (23,068,819) 64,132,424 Buildings 172,193 53, ,293 Machinery and equipment 31,080, ,027 (508,146) 30,887,451 Motor vehicles 2,035, ,407 (143,808) 2,300,679 Furniture and fixtures 2,251, ,059 (105,626) 2,271,142 Leasehold improvements 93,263 - (93,263) - Other fixed assets - 18,763-18,763 35,632, ,356 (850,843) 35,703,328 Net book value 32,289,796 28,429,096 As of 31 December 2011, fixed assets were insured against fire, earthquake, flood and other risks at the amount of TL 23,095,491 TL.
19 INTANGIBLE ASSETS, NET Additions Disposals Cost Rights 59,266 - (59,266) - Other 160,906 61, , ,172 61,679 (59,266) 222,585 Accumulated amortization Rights 46,685 (46,685) - Other 147,282 71, , ,967 71,557 (46,685) 218,839 Net book value 26,205 3,746 As of distribution of amortizations were as follows: Cost of sales 653,537 Marketing and selling expenses 31,621 General administrative expenses 143,546 Idle capacity expense 164, ,913
20 12. FINANCIAL LIABILITIES 12 Short Term Foreign TL Foreign TL Currency Amount Currency Amount USD bank loans 4,000,000 7,555,600 4,000,000 6,184,000 EURO bank loans 1,333,334 3,258,402 5,016,666 10,279,650 Interest expense accruals 838, ,342 Total short-term financial liabilities 11,652,201 17,372,992 Long Term USD bank loans 30,000,000 56,667,000 34,000,000 52,564,000 EURO bank loans 1,333,334 2,732,135 Total long-term financial liabilities 56,667,000 55,296,135 Grand Total 68,319,201 72,669,127 As of , the interest rates of USD bank loans is 6.15%, and the interest rates of EURO bank loans is 3.79 %. Bank loans are secured by the personal guarantees of the Company s shareholders. Additionally, USD bank loans are secured by pledge of assets agreement and mortgages instituted on the property, plant and equipment of İstanbul Demir ve Çelik Fabrikaları A.Ş. The payment schedule of long term bank loans as of 31 December 2011 is given below: Payment Year USD TL Payable in 1-2 years 4,000,000 7,555,600 Payable in 2-3 years 4,000,000 7,555,600 Payable in 3-4 years 4,000,000 7,555,600 Payable in 4-5 years 4,000,000 7,555,600 Payable in 5-6 years 4,000,000 7,555,600 Payable in 6-7 years 4,000,000 7,555,600 Payable in 7-8 years 4,000,000 7,555,600 Payable in 8-9 years 2,000,000 3,777,800 30,000,000 56,667,000
21 13. TRADE PAYABLES, NET Suppliers' current accounts - Turkish Lira 606, ,443 Trade payables discount (-) (5,784) (2,758) 601, , OTHER SHORT TERM LIABILITIES Advances received 646,894 3,220,140 Taxes payable 149,918 14,765 Social security premiums payable 12,741 7,307 Other expense accruals - 2,687 Due to personnel 3,354 11,934 Deposits received - 2,250 Other 120,189 44, ,096 3,304, TAXATION PAYABLE ON INCOME The corporation tax rate on the profits for the calendar year 2011 is 20% (2010: 20%). Taxable profits are calculated by addition of tax disallowed expenses to and deduction of tax exemptions (investment income exemption) and deductions (investment incentive deductions) from the profit disclosed in the statutory income. No other taxes are paid unless profits are distributed. Advance (prepaid) corporation taxes are payable on quarterly profits at the rate of 20% (2010: 20%). Such taxes after deduction of the taxes prepaid quarterly must be declared by the 10th of the second month following any tax period and paid by the 17th. Advance corporation tax may be offset against others debts to the government. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within the 25th of the fourth month following the close of the related financial year. Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings Tax losses that are reported in the Corporation Tax return can be carried forward and deducted from the corporation tax base for a maximum of five consecutive years.
22 14 Deferred taxes The Company recognizes deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for IFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for IFRS and tax purposes. Deferred Tax Asset Cumulative Cumulative Timing Deferred Timing Deferred Difference Tax Difference Tax Retirement pay provision 46,380 9,276 39,631 7,926 Interest expense accrual 58,689 11, Provision for doubtful receivables 233,853 46, , ,380 Unearned interest on receivables 19,114 3,823 41,162 8,232 Deferred tax asset 71, ,538 Deferred Tax Liability Unearned interest on payables 5,784 1,158 11, Deferred tax liability 1, Net deferred tax 70, , EMPLOYEE TERMINATION BENEFITS In accordance with existing social legislation in Turkey, Company incorporated in Turkey are required to make lump-sum termination indemnities to each employee who has completed one year of service with the Company, and whose employment is terminated due to retirement or for reasons other than resignation or misconduct. In Turkey, such payments are calculated on the basis of 30 days pay limited to a maximum of TL 2,732 per year of employment at the rate of pay applicable at the date of retirement or termination. ( : TL 2,517). Such payments are not required to be funded. Therefore no fund is reserved for such payments in the accompanying financial statements. The liability is not funded, as there is no funding requirement. As of 31 December 2011 and 2010 in the accompanying financial statements in accordance with revised IAS 19 (Employee Benefits) the Company reflected a liability for termination benefits based upon factors derived using their experience of personnel terminating their services and being eligible to receive retirement pay and discounted to present value at the balance sheet date by using average market yield, expected inflation rate (5.1%) and an appropriate discount rate (10%).
23 SHARE CAPITAL % % Kadir Efe 33,736, ,736, Serap Kalaylı 6,145, ,145, Turan Efe 12,652, ,652, Alper Kalaylı 965, , Arzu Efe Historic share capital 53,500, ,500, Unpaid portion of share capital (-) (3,369,955) (3,369,955) Inflation adjustment to share capital 5,514,522 5,514,522 Total share capital 55,644,567 55,644, GENERAL RESERVES General reserves comprise prior years undistributed income, legal reserves and fair value reserve. The legal reserves are classified into two as the first and second legal reserves in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the paid-in share capital. The second legal reserve is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in share capital. The legal reserves are not available for distribution unless they exceed 50% of the paid-in share capital but may be used to offset losses in the event that the general reserve is exhausted. Retained earnings are available for distribution. If this reserve is distributed as dividends, a further statutory reserve is required equal to 10% of dividends declared, less an amount equal to 5% of share capital. Fair value reserve is related to restatement of land and land improvements and buildings to their fair values.
24 NET SALES Domestic sales 51,906,723 29,458,519 Exports - 3,962,190 Other income 127, ,451 Sale returns and discounts (-) (43,386) (116,101) 20. COST OF SALES 51,991,331 33,461,059 Production activity Direct material cost 3,490,599 9,578,838 Direct labor cost 189, ,980 General production overhead 681, ,016 Depreciation in general overhead 532, ,031 Changes in work in process inventory 2. Ending inventory (-) (15,006) - Changes in finished goods inventory 1. Beginning inventory (+) 88, , Ending inventory (-) (138,974) (88,491) I. COST OF GOODS SOLD 4,828,228 11,539,648 Trade activity 1. Beginning merchandise inventory (+) 628, , Purchases during the period (+) 44,075,362 20,510, Ending merchandise inventory (-) (436,654) (628,927) II. COST OF MERCHANDISE SOLD 44,267,635 20,024,746 Direct labor cost 129,138 - General production overhead 759,242 - Depreciation in general overhead 121,340 - III. COST OF SERVICES RENDERED 1,009,720 - IV. COST OF OTHER SALES 211, ,150 COST OF SALES (I+II+III+IV) 50,317,486 31,713,544
25 MARKETING, SELLING AND DISTRIBUTION EXPENSES Personnel expenses 53, ,748 Advertising expenses 37,834 1,850 Office expenses 21,234 28,177 Vehicle expenses 10,642 1,063,241 Communication expenses 13,208 - Depreciation and amortization expense 31, ,567 Other 3,035 66, ,324 1,701, GENERAL ADMINISTRATIVE EXPENSES Personnel expenses 138, ,573 Travelling expenses 4,959 14,979 Consulting and audit expenses 109,919 55,624 Outsourcing expenses 175,406 - Office expenses - 53,688 Taxes paid 35, ,782 Rent expenses 73,355 81,168 Motor vehicle expenses 14,553 56,138 Maintenance and repair expenses 12,464 11,057 Depreciation and amortization expense 143, ,600 Other 46, , ,994 1,436,424
26 OTHER INCOME / (EXPENSES), NET Rent income 277, ,957 Fixed asset sale gains / (losses), net 1,420,254 6,239,182 Depreciation expense for idle capacity (164,209) (76,002) Doubtful debt provision expense (410,692) - Severance payment cancellation - 78,618 Other (58,373) (145,369) 1,064,496 6,364, FINANCING INCOME / (EXPENSES), NET Dividend income 3,086,218 - Interest income 1,856,751 1,028,919 Foreign exchange gains/(losses), net (3,990,549) (2,662,117) Interest expense (4,641,213) (3,001,623) Unearned interest income/(expense), net 25,074 1,068 Other (39,865) (38,626) (3,703,584) (4,672,379) 25. COMMITMENTS AND CONTINGENCIES The Company is the guarantor of the bank loans obtained by Ferro Döküm Sanayi ve Dış Ticaret A.Ş. (a related party). As of 31 December 2011, there are 22 law suits pending in favor of the Company at the amount of TL 926,507 there are 4 law suits pending against the Company at the amount of TL 53,110. As of report date the ultimate outcome of other lawsuits cannot be determined and no provision for any liability that may result has been made in the financial statements.
27 THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS As of 31 December 2011, foreign currency assets and liabilities of the Company were as follows: Foreign Currency Amount TL Cash on hand - USD 2,500 4,722 - EUR 1,461 3,570 8,292 Cash at banks - USD 129, ,884 - EUR 627 1, ,416 Total foreign currency assets 253,708 Bank loans - USD 34,000,000 64,222,600 - EUR 1,333,334 3,258,403 67,481,003 Other payables - USD 20,558 38,833 38,833 Advances received - USD 30,936 58,435 58,435 Total foreign currency liabilities 67,578,271 Foreign currency deficit as of ,324,563
28 Supplementary Disclosures on financial instruments 20 a) Capital Risk Management: The risk related with each of the capital class and group capital cost is considered by the top management of the Company. The primary objective of the Company s capital management objectives is to ensure that it maintains a healthy share values in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions. To maintain or adjust the capital structure, the Company may obtain new loans, repay existing loans; make non cash (bonus shares) dividend payments to shareholders, issue new shares based on Management s evaluation. The Company monitors capital using a gearing ratio, which is net financial debt divided by total financing used. The Company includes within net financial debt, borrowings, trade letters of credit, less cash and cash equivalents. Financing used is the sum of total equity and net financial debt. The following table sets out the gearing ratios as of 31 December 2011 and 2010: Total financial liabilities 68,319,201 72,669,127 Less: cash and cash equivalents (779,109) (3,276,580) Net financial debt 67,540,092 69,392,547 Total equity 49,688,617 61,917,718 Total financing used 117,228, ,310,265 Gearing ratio (capital to overall financing ratio) 58% 53% (b) Market risk Management: The Company is exposed to financial risks arising from changes in currency rate (paragraph c), interest rate (paragraph d) and price risk (paragraph e) which arise directly from its operations.
29 (c) Financial instruments and categories: Financial assets Cash and cash equivalents 779,109 3,276,580 Trade receivables 2,570,201 3,646,801 3,349,310 6,923,381 Financial liabilities Financial payables 11,652,201 17,372,992 Trade payables 601, ,685 12,253,356 17,587,677 (d) Foreign Currency Risk: The Company may have transactional currency exposure from foreign currency denominated transactions. The Company is exposed to foreign currency risk arising from the translation of foreign currency denominated assets and liabilities to TL. The foreign currency denominated assets and liabilities mainly include bank deposits, trade receivables, bank loans and trade payables. (e) Interest Rate Risk Management: The Company is exposed to interest rate risk through the impact of rate changes on interest bearing assets and liabilities. These exposures are managed by using natural hedges that arise from offsetting interest rate sensitive assets and liabilities. Certain parts of the interest rates related to borrowings are based on market interest rates; therefore the Company is exposed to interest rate fluctuations on domestic and international markets. The Company's exposure to market risk for changes in interest rates relates primarily to the Company's debt obligations. The majority of the Company s financial obligations consist of fixed and variable interest rate borrowings. (f) Price Risk Management: The Company may be exposed to price risk arising from decreases in prices. However the Company tries to reflect such losses to customers. Accordingly, market risk is closely monitored by the management using the available market information and appropriate valuation methods. (g) Credit Risk Management: Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company attempts to control credit risk by monitoring credit exposures, limiting transactions with specific counter-parties and continually assessing the creditworthiness of the counterparties. The Company monitors credit risks by establishing credit limits for each customer who wish to trade on credit terms and obtaining sufficient collateral. Trade receivables are evaluated by management in the light of the Company s procedure and policies and are carried in the balance sheet net of impairment provision
30 22 (h) Liquidity Riski Management: Liquidity risk is the risk that an entity will be unable to meet its net funding requirements. The Company manages its liquidity needs by regularly planning its cash flows or by maintaining sufficient funds and borrowing sources by matching the maturities of liabilities and assets Prudent liquidity risk management implies maintaining sufficient cash, securing availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The risk is mitigated by matching the cash in and out flow volume supported by committed lending limits from qualified credit institutions. The Company s carrying amount of financial instruments is estimated to reflect their fair value.
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