GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret Anonim Şirketi

Transkript

GSD Denizcilik Gayrimenkul İnşaat
Sanayi ve Ticaret Anonim Şirketi
Interim consolidated financial statements as of June 30, 2014
together with review report
(Convenience Translation into English of Financial
Statements as of June 30, 2014)
Index
Page
Review report
Interim consolidated statement of financial position (balance sheet)
1
2-3
Interim consolidated statement of profit or loss
4
Interim consolidated statement of other comprehensive income
5
Interim consolidated statement of changes in shareholders’ equity
6
Interim consolidated statement of cash flow
7
Notes to the interim consolidated financial statements
Convenience conversion of financials
8 – 55
56 - 59
E
yr
Buıldıng a better
workıng world
Güney Bağımsız Denetim ve
SMMM AŞ
Eski Büyükdere Cad.
Orjin Maslak No:27
Maslak, Sarıyer 34398
Istanbul Turkey
Tel: +902123153000
Fax: +902122308291
ey.ccm
Ticaret Sicil No: 479920-427502
-
Independent auditor’s review report on the consolidated financial statemenis for the interim
period of 1 January —30 June 2014
To Board of Directors of GSD Denizcilik Gayrimenkul İnşaat Sana>i ve Ticaret Anonim Şirketi
bi ıroductio, ı
\Ve have reviewed the accompanying consolidated flnancial staternents of GSD Denizcilik
Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. (the Company), and its subsidiaries (alI together referred to
as “the Group”). which cornprise the consolidated halaııce sheet as at lune 30, 2014 and the related
consolidated staternent of profit or loss, consohidated staterneni of conıprelıensive income,
consolidated statement of changes in equity and consolidated statenıent of cash Rows and a sıımrnary
of significant accounting policies and explanatory notes. Management is responsible for the
preparation and fair presentation of these fınancial staternents in accordance ith Turkislı Accounting
Standards. Our responsibilit7 is to express a conelusion on these financial staternents based on our
revie.
ScopL’ oJReIWW
We conducted our revie in aceordance ith the Standard on Re ie Engagements (SBDS) 2110,
“Limited Revie of Interim Financial Information Performed by the Independent Auditor of the
Entity’. A revie of interim condensed financiah informalion consists of making inquiries. primarilv
of persons responsible for tinancial reporting process. and appMng analvticah and other revies
procedures. A revies is substantialI Iess in scope than an audit conducted in aceordance w ith the
Turkish lndependent Auditing Standards the objective of \hich is to express an opinion on the
financial statements. Consequentlv. a re ies does not provide assurance that the audit tirrn u ili be
aware of alI signiflcant matters hich would have been identifıed in an audit. Accordingl>.
do not
express an audit opinion.
(‘otıcit ,sloıı
Based on our review. nothing has come to our attention which may cause us to conelude that the
accompan ing interim financial information of GSD Denizcilik Ga>rimenkul İnşaat Sanai e Ticaret
Anonim Şirketi and its subsidiaries does not give a trtıe and fair vie of fınancial position and
financial performance of the Group as of June 30, 2014 and its cash flos for the six rnonth period
then ended in aceordance %%ith the Turkish Accounting Standards.
Güney Baınısız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi
A mçuıbŞiTqMErnst
8: Young Global Linıited
C\
‘
ı.2,...
August 19. 2014
Istanbul. Turkey
Amc,,ıbcrflrınofErla Yuur, G!ubat Lımtcd
Consolidated statement of financial position
as of June 30, 2014
(Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise indicated.)
Notes
Current period
(Reviewed)
June 30,
2014
Prior period
(Audited)
December 31,
2013
7,307
8,210
3,479
866
866
1,152
104
1,048
735
250
250
171
203
146
24
281
3,785
535
535
1,270
20
1,250
1,507
266
266
259
260
17
30
281
111,219
115,162
861
861
12
105,100
3
5,243
-
850
850
228
107,945
14
6,125
-
118,526
123,372
Assets
Current assets
Cash and cash equivalents
Financial investments
- Financial assets available for sale
Trade receivables
- Due from related parties
- Due from third parties
Receivables from finance sector activities
Other receivables
- Due from related parties
- Due from third parties
Inventories (net)
Prepaid expenses
Current income tax assets
Other current assets
Assets held for sale
3
4
4.1
6.1
7.1
8.1
9
10
11
21
12
Non-current assets
- Other financial assets
Property, plant and equipment
Intangible assets
Prepaid expenses
Deferred tax assets
Other non-current assets
4
4.2
7.1
13
14
10
31
21
Total assets
The accompanying accounting policies and notes are an integral part of these consolidated financial statements
(2)
Consolidated statement of financial position
as of June 30, 2014
Current period
(Reviewed)
June 30,
2014
Prior period
(Audited)
December 31,
2013
9,349
9,649
2,738
2,738
5,296
5,296
65
43
22
459
211
72
363
145
145
-
3,351
3,351
5,342
5,342
108
48
60
551
98
106
93
93
-
44,555
47,205
44,220
44,220
335
335
46,941
46,941
264
264
64,622
66,518
22.1
22.2
22.3
30,000
15,355
1
30,000
15,355
1
22.4
8,675
8,333
342
1,711
10,805
(1,925)
8,646
8,615
31
1,183
16,912
(5,579)
118,526
123,372
Notes
Liabilities
Current liabilities
Financial liabilities
- Borrowings
Short term portion of long term financial liabilities
- Borrowings
Trade payables
- Due to related parties
- Due to third parties
Payables from finance sector activities
Payables to employee benefits
Other payables
Deferred income
Short term provisions
- Provisions for employee benefits
- Other current provisions
15
15.1
15
15.1
6.2
7.2
18
8.2
19
20
20.1
Non-current liabilities
-Borrowings
Long term provisions
- Provisions for employee benefits
15
15.1
20
20.2
Equity
Paid-in share capital
Adjustment to share capital
Share premium
Other comprehensive income or expenses to be reclassified to
profit or loss
- Currency translation differences
- Financial assets revaluation fund
Restricted reserves
Retained earnings
Net profit for the period
Total equity and liabilities
22.5
22.6
22.6
(3)
Consolidated statements of profit or loss
as of June 30, 2014
Notes
Reviewed Not reviewed
January 1April 1June 30
June 30
2014
2014
Reviewed
January 1June 30
2013
Not
reviewed
April 1June 30
2013
Continuing operations
Income from intercompany services
Expense from intercompany services
23
23
220
(212)
146
(140)
-
-
8
6
-
-
6,942
(6,186)
3,404
(2,817)
1,360
(2,595)
1,360
(2,595)
Gross profit/(loss) of marine sector activities
756
587
(1,235)
(1,235)
Gross profit/(loss) from trading activities
764
593
(1,235)
(1,235)
25
106
106
-
55
55
-
305
305
-
125
125
-
25
25
25
138
9
(70)
(5)
(29)
(16)
(75)
293
57
(103)
352
57
Gross profit/ (loss) from finance sector activities
183
5
580
431
Gross profit/(losses)
947
598
(655)
(804)
(1,417)
323
(262)
(714)
145
(211)
(1,790)
4,780
(1,379)
(1,054)
3,283
(670)
(409)
(182)
956
755
5
-
5
-
99
-
-
(404)
(177)
1,055
755
(1,217)
212
(2,382)
(2,311)
(1,621)
35
(1,327)
(1,556)
(304)
(304)
(236)
(236)
(497)
(497)
(508)
(508)
(1,925)
(201)
(1,824)
(2,064)
(0.064)
(0.007)
(0.061)
(0.069)
Gross profit/(loss) from intercompany services
Marine sector revenues
Marine sector expenses (-)
Interest income
Finance sector operating income
Cost of finance sector activities (-)
Provision of finance sector operating
income/(expenses) net
Foreign exchange gain/(losses), net
Other finance sector operating income/(expenses), net
General administrative expenses (-)
Other operating income
Other operating expenses (-)
24
24
26
27
28
Operating profit/ (loss)
Income from investment activities
Expense from investment activities(-)
Income/(loss) from investment activities
29
Operating profit/(loss) before financial expenses
Financial income
Financial expenses (-)
30
30
Profit/ (losses) before tax from continued operations
Tax income/expenses of continued operations
- Taxation on income ( (expenses)
- Deferred tax income / (expenses)
31
31
Profit/(loss) for the period
Earnings per share
32
(4)
Consolidated statement of other comprehensive income
as of June 30, 2014
Reviewed Not reviewed
January 1April 1June 30,
June 30,
2014
2014
(1,925)
(201)
Notes
Profit for the period
Reviewed
January 1June 30,
2013
(1,824)
Not reviewed
April 1June 30,
2013
(2,064)
Other comprehensive income/(expenses)
To be reclassified as profit or loss
Fair value changes on financial assets
Currency translation differences
29
311
(282)
(1,747)
252
(1,999)
2,149
274
1,875
1,919
44
1,875
29
(1,747)
2,149
1,919
Total comprehensive income
(1,896)
(1,948)
325
(145)
Appropriation of total comprehensive income
(1,896)
(1,948)
325
(145)
-
-
-
-
(1,896)
(1,948)
325
(145)
22
22
Other comprehensive income / (losses) (net of tax)
Non-controlling interest
Equity holders of the parent
(5)
Consolidated statements of changes in shareholders’ equity
as of June 30, 2014
Adjustment
Paid-in
to share
Notes share capital
capital
Capital
adjustment
due to
crossTreasury
Shares ownership
Share
Premium/
Discounts
Other comprehensive income or
expenses no to be reclassified to Other comprehensive income or expenses to be reclassified to
profit or loss
profit or loss
Gains/losses from
Changes in
the revaluation
nonGains/losses
Foreign
and
controlling
from the
currency
reclassification of
Other
interest revaluation and Other gains
translation Hedging gains/
marketable
gains
reserves
reclassification
/losses
adjustment
losses
securities
/losses
Accumulated
profits
Restricted
reserves
Retained
earnings
Net profit
for the
period
Equity
Nonattributable to controlli
equity holders
ng
of the parent interest
Total
equity
Prior period
January 1, 2013 – (prior period)
30,000
15,355
-
-
1
-
-
-
-
-
(42)
-
1,117
15,684
1,294
63,409
-
Transfers
Transfers from retained earnings
Other comprehensive income
-
-
-
-
-
-
-
-
1,875
1,875
-
274
274
-
66
66
-
1,228
1,228
-
(1,294)
(1,294)
(1,824)
(1,824)
-
325
(1,824)
2,149
325
- (1,824)
2,149
30,000
15,355
-
-
1
-
-
-
1,875
-
232
-
1,183
16,912
(1,824)
63,734
-
63,734
30,000
15,355
-
-
1
-
-
-
8,615
-
31
-
1,183
16,912
(5,579)
66,518
-
66,518
-
-
-
-
-
-
-
-
(282)
(282)
-
311
311
-
528
528
-
(6,107)
(6,107)
-
5,579
5,579
(1,925)
(1,925)
-
(1,896)
(1,925)
29
- (1,896)
- (1,925)
29
30,000
15,355
-
-
1
-
-
-
8,333
-
342
-
1,711
10,805
(1,925)
64,622
-
Balance as of June 30, 2013
63,409
Current period
Balance as of January 1, 2014 – (prior
period)
22
Transfers
Transfers from retained earnings
Other comprehensive income
Balance as of June 30, 2014
22
The accompanying accounting policies and notes are an integral part of these financial statements
(6)
64,622
Consolidated statements of cash flow
as of June 30, 2014
Reviewed
June 30,
2014
Reviewed
June 30,
2013
(1,925)
(1,824)
4,055
270
2,303
(138)
38
33
52
282
304
1,203
(22)
932
75
27
16
45
(1,875)
6
497
563
(16)
2,164
34,889
88
118
1,126
16
933
(43)
(92)
431
(413)
-
(232)
(645)
3,486
34
32,586
(15)
9
208
(542)
-
8
(100,102)
(26)
7
5
22
12
60
(100,381)
99
108
Cash flows from financing activities
(4,583)
52,542
Cash inflows/outflows from financial liabilities
Interests paid
Repayment of financial borrowings
(3,380)
(1,203)
-
53,105
(563)
-
(25)
639
Net (decrease)/increase in cash and cash equivalents
(306)
(13,586)
Cash and cash equivalents at January 1
3,785
16,743
3,479
3,157
Notes
Cash Flows From Operating Activities:
Profit/loss for the period
Adjustments related with the reconciliation of net profit/ loss for
the period
Depreciation and amortization
Reversal of doubtful receivables
Provision for employee termination benefits
Provision for vacation payment liability
Provisions for employee bonus
Unrealized foreign currency translation differences
Derivative financial instruments rediscounts
Tax income/(expenses)
Interest expenses on bank borrowings
Interest income on time deposits
13
25
20.2
20.2
20.1
22
31
30
27
Realized changes in working capital
Change in stocks
Change in trade receivables
Change in finance sector receivables
Change in other receivables
Change in other current and non-current assets
Change in trade payables
Change in finance sector payables
Change in other payables
Tax paid
Employee bonus paid
9
20
Cash flows from investing activities
Change in financial investments
Change in assets held for sale
Purchase of property, plant and equipment
Dividends received
Interest received
13
29
Effect of change in foreign exchange rate on cash and cash
equivalents
Cash and cash equivalents at June 30
2 (p)
(7)
Notes to the consolidated financial statements
as of June 30, 2014
1.
Organization and operations of the Company
GSD Denizcilik, Gayrimenkul, İnşaat Sanayi ve Ticaret Anonim Şirketi (the former legal title; “Tekstil Finansal
Kiralama Anonim Şirketi”) (“the Company”) was established in 1992, in order to operate in Turkey pursuant to
the license obtained from the Undersecreteriat of Treasury to the Prime Ministry (“Undersecretariat of
Treasury”) for the purpose of finance leasing as permitted by the law numbered 3226. %42,55 percantage of
certain shares of the Company are listed on the Borsa İstanbul (BİST) since 20 February 1995.
According to the Board of Directors resolution dated 25 May 2011, the Company decided to initiate the process
regarding the amendment of the articles of association to change the operating activity, due to the sectoral
contraction. According to the amendment of articles of association, the title and name of the Company have been
changed as “GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret Anonim Şirketi” and “GSD Marin”,
respectively. Based on the amendment of articles of association, the Company's purpose and activity is decided
as purchasing and selling, operating, renting, building and trading of ships, yachts, sea vessels, and relevant
instruments, equipment and spare parts; and the purchasing and selling, renting and building real estate
properties. The Company's amendment of articles of association was submitted to and approved by the
shareholders in the Extraordinary General Meeting held on 24 August 2011 subsequent to the approvals of
Banking Regulation and Supervision Agency (“BRSA”), Capital Markets Board of Turkey (“CMB”) and the
other relevant authorities. The Company's new title was registered on 26 August 2011 as GSD Denizcilik
Gayrimenkul İnşaat Sanayi ve Ticaret Anonim Şirketi.
The Company will be able to prosecute its rights and claims resulting from the leasing agreements signed with
its former title until its former operating activity is completely ended; on the condition that no new leasing
activity or agreement is taken upon, to carry out legal operations for the execution of supplemental agreements,
amendment contracts such as change of lessee, term extension and reduction, and similar amendments,
annulment of contract, legally follow up of lease receivables to get the underlying leased assets back and
collection of receivables; and to partially or completely transfer and assign.
The Company has mainly worked with the customers from construction, textile, metal, machine, chemistry and
mining industries.
The subsidiary companies Cano Maritime Limited and Dodo Maritime Limited have been registered in Malta on
March 26, 2013 with 100% shareholding of the Company. The subsidiaries took the delivery of vessels of which
the constructions were completed as of the date of May 7, 2013, and begun their operations through rental of
vessels.
The address of the Company’s registered office is Aydınevler Mahallesi, Kaptan Rıfat Sokak, No: 3 Küçükyalı34854 Maltepe-İstanbul. As of June 30, 2014 the Company has 10 employees (31 December 2013: 9
employees).
As at June 30, 2014 and December 31, 2013 information about shareholders and their percentages are as follow:
June 30, 2014
Amount
%
GSD Holding A.Ş. (“GSD Holding”)
Listed
Hakan Yılmaz
Other
Historical amount
Share capital inflation adjustment differences
Adjusted for inflation amount
16,482
12,766
750
2
30,000
15,355
45,355
(8)
54.94
42.55
2.50
0.01
100.00
-
December 31, 2013
Amount
%
16,336
13,662
2
30,000
15,355
45,355
54.45
45.54
0.01
100.00
-
as of June 30, 2014
1.Organization and operations of the Company (continued)
As at June 30, 2014 and December 31, 2013 the distribution of the Company’s shares on the basis of group is as
follows:
June 30, 2014
December 31,
2013
8,976
3,741
15,038
2,245
8,976
3,741
15,038
2,245
30,000
30,000
Group A
Group B
Group C
Group D
Every shareholder has voting right in proportion to the shares. However, Group A, B and D shareholders are
priviledged in the selection of the Board of Directors, and Group A and B shareholders are priviledged in
electing auditors. There are no priviledges given to shareholders in the process of profit distribution. GSD
Holding holds the entire Group A, B and D shares and it holds Group C shares that amount to TL 1,520.
The Company’s and the Consolidated Group Companies’ Activities
In the consolidated financial statements, the Company and the subsidiaries that are subject to consolidation are
described as “The Group”. The subsidiaries that are included in the consolidation as of the date of June 30, 2014,
the activity areas and the Group’s shares in these subsidiaries are as follows:
Subsidiary
Country of
Establishment
Area of Activity
June 30,
2014
Dodo Maritime Ltd. (*)
Cano Maritime Ltd. (*)
Malta
Malta
Marine
Marine
100.00
100.00
Final Rate %
December 31,
2013
100.00
100.00
(*)
Dodo Maritime Ltd. and Cano Maritime Ltd. were established with Euro 5.000 share capital by GSD
Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret Anonim Şirketi on March 26, 2013 in Malta. Within the
scope of the contract that GSD Maritime Real Estate Construction Industry and Trade Joint Stock
Company signed by reference to building two dry cargo ships of 39,000 DWT, the two ships were
delivered in South Korea upon completion of construction on May 7, 2013. The ships will be registered
under the name of the subsidiaries Dodo Maritime Ltd. and Cano Maritime Ltd.
2.
Basis of presentation of financial statements
2.1
Basis of presentation
2.1.1 Principles of financial statement preparation and Declaration of Conformity
The consolidated financial statements of the Group have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) including International Accounting Standards (“IAS”). The principal
accounting policies adopted in the preparation of these financial statements are set out below.
In accordance with IFRS, Dodo Maritime Ltd. and Cano Maritime Ltd. has entered the scope of consolidation
after acquiring ships as of June 2013.
The Company’s June 30, 2014 financial statements were approved by the Board of Directors with 716 numbered
decision in August 19, 2014. The General Assembly and related legal authorities have rights to adjust financial
statements after the publication of the financial statements.
(9)
as of June 30, 2014
2.
Basis of presentation of financial statements (continued)
2.1.2 Functional and Reporting Currency
The Company registered in Turkey maintains its books of account and prepare its statutory financial statements
in TL in accordance with the Turkish Commercial Code (“TCC”), tax legislation and the Uniform Chart of
Accounts issued by the Ministry of Finance. Subsidiaries maintain their books of account in accordance with the
laws and regulations in force in the countries in which they are registered. Adjustments and restatements,
required for the fair presentation of the consolidated financial statements in conformity with the International
Financial Reporting Standards, have been accounted for in the statutory financial statements which are prepared
in accordance with the historical cost principle. Group’s company Cano Maritime Limited ve Dodo Maritime
Limited’s functional currency is US Dollars.
2.1.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company and its subsidiaries. Control is achieved when the Company:
-
has power over the investee
is exposed, or has rights, to variable returns from its involvement with the
investee; and
has the ability to use its power to affect its returns
-
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee
when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee
unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the
Company’s voting rights in an investee are sufficient to give it power, including:
-
the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders,
potential voting rights held by the Company, other vote holders or other parties,
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate the Company has, or does have, the current ability
to direct the relevant activities at the time that decisions need to be made, including voting patterns at
previous shareholders’ meeting.
Consolidation of subsidiary begins when the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated statement of profit or loss and other comprehensive income
from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company
and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the
Company and to the non-controlling interests having a deficit balance.
(10)
as of June 30, 2014
2.
Basis of presentation of financial statements (continued)
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
The consolidated financial statements consist of the financial statements of the Company and its subsidiaries as
of June 30, 2014 and were prepared according to the principles below:
i)
The statements of financial position and income statements were subjected to consolidation by using full
consolidation method, and the registered values of the subsidiaries in the Company books and the equity
capitals of the subsidiaries in the financial statements were reciprocally clarified. The consolidated
financial statements were cleared of all the balances and transactions that resulted from the transactions
between the subsidiaries and the Company and of all kinds of unearned income.
ii)
In the preparation of the financial statements of the subsidiaries that are included in the consolidation, the
necessary corrections and classifications were applied to the records – which were kept based on
historical costs – with regards to conformity to IFRS and to the accounting principles and policies and
presentation of the Company.
iii)
The operating results of the subsidiaries were included in the consolidation being effective as of the date
the control in the aforementioned companies was transferred to the Company.
2.1.4 Offsetting
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a
legally enforceable right to set-off the recognized amounts and there is an intention to settle on a net basis, or
realize the asset and settle the liability simultaneously.
2.1.5
Going concern
The Company prepared its financial statements according to the going concern assumption.
2.2
Changes and mistakes in accounting policies
2.2.1
Reclassifications in the consolidated financial statements as at June,30 2014
The restatements made in the Group’s consolidated statement of financial position (balance-sheet) as at June 30,
2014 and in the income statement for the year ended in order to be consistent with the current period financial
statements are as follows;
a)
As of June 30, 2013 interim financial statements, ship advance payment exchange difference income
amounting to TL 4,323 have been reclassified to other operating income from marine sector revenues in
revised financial statements
b) As of June 30, 2013 interim financial statements, marine sector expenses from foreign exchange losses
from pre-paid expense to ship amounting to TL 1,034, have been reclassified to other operating expense
accounts in revised financial statements
(11)
as of June 30, 2014
2.
Summary of significant accounting policies (continued)
2.2.2 New and amended standards and interpretations
The accounting policies adopted in preparation of the consolidated financial statements as at 30 June 2014 are
consistent with those of the previous financial year, except for the adoption of new and amended IFRS and
IFRIC interpretations effective as of 1 January 2014. The effects of these standards and interpretations on the
Company’s financial position and performance have been disclosed in the related paragraphs.
The new standards, amendments and interpretations which are effective as at January 1, 2014 are as
follows:
IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial liabilities
(Amended)
The amendments clarify the meaning of “currently has a legally enforceable right to set-off” and also clarify the
application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which
apply gross settlement mechanisms that are not simultaneous. These amendments did not have an impact on the
interim condensed consolidated financial statements of the the Group.
IFRS Interpretation 21 Levies
The interpretation clarifies that an entity recognizes a liability for a levy when the activity that triggers payment,
as identified by the relevant legislation, occurs. It also clarifies that a levy liability is accrued progressively only
if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For
a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be
recognized before the specified minimum threshold is reached. The interpretation is not applicable for the Group
and did not have any impact on the financial position or performance of the Group.
IAS 36 Impairment of Assets (Amended) - Recoverable Amount Disclosures for Non-Financial assets
As a consequential amendment to IFRS 13 Fair Value Measurement, some of the disclosure requirements in IAS
36 Impairment of Assets regarding measurement of the recoverable amount of impaired assets has been
modified. The amendments required additional disclosures about the measurement of impaired assets (or a group
of assets) with a recoverable amount based on fair value less costs of disposal. These amendments did not have
an impact on the interim condensed consolidated financial statements of the Group.
IAS 39 Financial Instruments: Recognition and Measurement (Amended)- Novation of Derivatives and
Continuation of Hedge Accounting
Amendments provides a narrow exception to the requirement for the discontinuation of hedge accounting in
circumstances when a hedging instrument is required to be novated to a central counterparty as a result of laws
or regulations. These amendments did not have an impact on the interim condensed consolidated financial
statements of the Group.
IFRS 10 Consolidated Financial Statements (Amendment)
IFRS 10 is amended to provide an exception to the consolidation requirement for entities that meet the definition
of an investment entity. The exception to consolidation requires investment entities to account for subsidiaries at
fair value through profit or loss in accordance with IFRS. This amendment does not have any impact on the
financial position or performance of the Group.
(12)
as of June 30, 2014
2.
ii)
Standards issued but not yet effective and not early adopted
Standards, interpretations and amendments to existing standards that are issued but not yet effective up to the
date of issuance of the interim condensed consolidated financial statements are as follows. The Group will make
the necessary changes if not indicated otherwise, which will be affecting the interim condensed consolidated
financial statements and disclosures, when the new standards and interpretations become effective.
IFRS 9 Financial Instruments – Classification and measurement
As amended in December 2012, the new standard is effective for annual periods beginning on or after 1 January
2015. Phase 1 of this new IFRS introduces new requirements for classifying and measuring financial
instruments. The amendments made to IFRS 9 will mainly affect the classification and measurement of financial
assets and measurement of fair value option (FVO) liabilities and requires that the change in fair value of a FVO
financial liability attributable to credit risk is presented under other comprehensive income. The Group will
quantify the effect in conjunction with the other phases, when the final standard including all phases is adopted
by POA.
Improvements to IFRSs
In December 2013, the IASB issued two cycles of Annual Improvements to IFRSs – 2010–2012 Cycle and
IFRSs – 2011–2013 Cycle. Other than the amendments that only affect the standards’ Basis for Conclusions, the
changes are effective for annual reporting periods beginning on or after 1 July 2014.
Annual Improvements to IFRSs – 2010–2012 Cycle
IFRS 2 Share-based Payment:
Definitions relating to vesting conditions have changed and performance condition and service condition are
defined in order to clarify various issues. The amendment is effective prospectively.
IFRS 3 Business Combinations
Contingent consideration in a business acquisition that is not classified as equity is subsequently measured at fair
value through profit or loss whether or not it falls within the scope of IFRS 9 Financial Instruments. The
amendment is effective for business combinations prospectively.
IFRS 8 Operating Segments
The changes are as follows: i) Operating segments may be combined/aggregated if they are consistent with the
core principle of the standard. ii) The reconciliation of segment assets to total assets is only required to be
disclosed if the reconciliation is reported to the chief operating decision maker. The amendments are effective
retrospectively.
(13)
as of June 30, 2014
2.
IFRS 13 Fair Value Measurement
As clarified in the Basis for Conclusions short-term receivables and payables with no stated interest rates can be
held at invoice amounts when the effect of discounting is immaterial. The amendment is effective immediately.
IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets
The amendment to IAS 16.35(a) and IAS 38.80(a) clarifies that revaluation can be performed, as follows:
i) Adjust the gross carrying amount of the asset to market value or ii) determine the market value of the carrying
amount and adjust the gross carrying amount proportionately so that the resulting carrying amount equals the
market value. The amendment is effective retrospectively.
IAS 24 Related Party Disclosures
The amendment clarifies that a management entity – an entity that provides key management personnel services
– is a related party subject to the related party disclosures. The amendment is effective retrospectively.
Annual Improvements – 2011–2013 Cycle
IFRS 3 Business Combinations
The amendment clarifies that: i) Joint arrangements are outside the scope of IFRS 3, not just joint ventures ii)
The scope exception applies only to the accounting in the financial statements of the joint arrangement itself.
The amendment is effective prospectively.
Amendment to the Basis for Conclusions on IFRS 13 Fair Value Measurement
The portfolio exception in IFRS 13 can be applied to financial assets, financial liabilities and other contracts. The
amendment is effective prospectively.
IAS 40 Investment Property
The amendment clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment
property or owner-occupied property. The amendment is effective prospectively.
The Group do not expect that these amendments will have significant impact on the financial position or
performance of the Group.
IAS 19 Defined Benefit Plans: Employee Contributions (Amendment)
IAS 19 requires an entity to consider contributions from employees or third parties when accounting for defined
benefit plans. The amendments clarify that, if the amount of the contributions is independent of the number of
years of service, an entity is permitted to recognise such contributions as a reduction in the service cost in the
period in which the service is rendered, instead of allocating the contributions to the periods of service. These
amendments are to be retrospectively applied for annual periods beginning on or after 1 July 2014. The
amendments will not have an impact on the financial position or performance of the Group.
(14)
as of June 30, 2014
2.
IFRS 11 - Acquisition of an Interest in a Joint Operation (Amendment)
In May 2014 the IASB amended IFRS 11 to provide guidance on the accounting for acquisitions of interests in
joint operations in which the activity constitutes a business. This amendment requires the acquirer of an interest
in a joint operation in which the activity constitutes a business, as defined in IFRS 3 Business Combinations, to
apply all of the principles on business combinations accounting in IFRS 3 and other IFRSs except for those
principles that conflict with the guidance in this IFRS. In addition, the acquirer shall disclose the information
required by IFRS 3 and other IFRSs for business combinations. These amendments are to be applied
prospectively for annual periods beginning on or after 1 January 2016. Earlier application is permitted. The
amendments will not have an impact on the financial position or performance of the Group.
IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments
to IAS 16 and IAS 38)
In May 2014, the IASB issued amendments to IAS 16 and IAS 38, prohibiting the use of revenue-based
depreciation for property, plant and equipment and significantly limiting the use of revenue-based amortisation
for intangible assets. The amendments are effective prospectively for annual periods beginning on or after 1
January 2016. Earlier application is permitted. The amendments will not have an impact on the financial position
or performance of the Group.
IFRS 15 – Revenue from Contracts with Customers
In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. The new five-step model in the
standard provides the recognition and measurement requirements of revenue. The standard applies to revenue
from contracts with customers and provides a model for the sale of some non-financial assets that are not an
output of the entity’s ordinary activities (e.g., the sale of property, plant and equipment or intangibles). IFRS 15
is effective for reporting periods beginning on or after 1 January 2017, with early adoption permitted. Entities
will transition to the new standard following either a full retrospective approach or a modified retrospective
approach. The modified retrospective approach would allow the standard to be applied beginning with the
current period, with no restatement of the comparative periods, but additional disclosures are required. The
Group is in the process of assessing the impact of the standard on financial position or performance of the
Group.
IAS 16 Property, Plant and Equipment and IAS 41 Agriculture (Amendment)– Bearer Plants
In June 2014, the IASB issued amendments that bearer plants, such as grape vines, rubber trees and oil palms
should be accounted for in the same way as property, plant and equipment in IAS 16. Once a bearer plant is
mature, apart from bearing produce, its biological transformation is no longer significant in generating future
economic benefits. The only significant future economic benefits it generates come from the agricultural produce
that it creates. Because their operation is similar to that of manufacturing, either the cost model or revaluation
model should be applied. The produce growing on bearer plants will remain within the scope of IAS 41,
measured at fair value less costs to sell. Entities are required to apply the amendments for annual periods
beginning on or after 1 January 2016. Earlier application is permitted. The amendment is not applicable for the
Group and will not have an impact on the financial position or performance of the Group.
(15)
as of June 30, 2014
2.
IFRS 9 Financial Instruments - Final standard (2014)
In July 2014 the IASB published the final version of IFRS 9 Financial Instruments. The final version of IFRS 9
brings together the classification and measurement, impairment and hedge accounting phases of the IASB’s
project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 is built on a logical,
single classification and measurement approach for financial assets that reflects the business model in which they
are managed and their cash flow characteristics. Built upon this is a forward-looking expected credit loss model
that will result in more timely recognition of loan losses and is a single model that is applicable to all financial
instruments subject to impairment accounting. In addition, IFRS 9 addresses the so-called ‘own credit’ issue,
whereby banks and others book gains through profit or loss as a result of the value of their own debt falling due
to a decrease in credit worthiness when they have elected to measure that debt at fair value. The Standard also
includes an improved hedge accounting model to better link the economics of risk management with its
accounting treatment. IFRS 9 is effective for annual periods beginning on or after 1 January 2018. However, the
Standard is available for early application. In addition, the own credit changes can be early applied in isolation
without otherwise changing the accounting for financial instruments. The Group is in the process of assessing the
impact of the standard on financial position or performance of the Group.
2.3
(a)
Summary of significant accounting policies
Financial instruments
Non – derivative financial instruments
Group’s financial assets comprise of receivables from finance sector operations ,cash and cash equivalents, trade
receivables, other receivables and financial investments. Financial liabilities, payables from finance sector
operations , trade payables and other payables are classified as financial liabilities
Non-derivative financial instruments are recognised initially at fair value plus any directly attributable
transaction costs, excluding held for trading instruments. Subsequent to initial recognition non-derivative
financial instruments are measured as described below:
Cash and cash equivalents comprise of cash on hand, demand deposits and other short-term highly liquid
investments where their original maturities are three months or less, that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Receivables from finance sector operations consist of finance lease receivables and stated on the Group’s
financial statements by subtracting unearned income which contains interest of financial leases from the sum of
the minimum lease payments, including interest and principal amounts, are included in gross lease receivables
account. As the lease payments are made, the lease amount is is deducted from finance lease receivables account;
the interest component is considered as interest income in the profit or loss.
Trade receivables that are created by way of providing goods or services directly to a debtor are carried at
amortised cost. Trade receivables, net of unearned financial income, are measured at amortised cost, using the
effective interest rate method, less the unearned financial income. Short duration receivables with no stated
interest rate are measured at the original invoice amount unless the effect of imputing interest is significant.
Financial liabilities are measured initially at fair value. Any transaction costs directly attributable to the
undertaking of a financial liability are added on the fair value of the financial liability. These financial liabilities
are subsequently measured at amortised cost using the effective interest method and differences between initially
recognized costs are recognized in income statements until maturity.
(16)
as of June 30, 2014
2.
Trade payables are payments to be made arising from the purchase of goods and services from suppliers within
the ordinary course of business. Trade payables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method.
Liabilities from finance sector operations are recognized on cost values due to their short term nature.
A financial asset is derecognized where the rights to receive cash flows from the asset have expired, the Group
retains the right to receive cash flows from the asset but has assumed an obligation to pay them in full without
material delay to a third party under a ‘pass-through’ arrangement or the Group has transferred its rights to
receive cash flows from the asset.
(b)
Tangible Fixed Assets and Depreciation
Tangible fixed assets acquired prior to January 1, 2005 are carried with restated cost for the effects of inflation as
of December 31, 2004 less accumulated depreciation and any accumulated impairment losses. Tangible fixed
assets acquired after December 31, 2004 are carried at cost less accumulated depreciation and any accumulated
impairment losses.
Subsequent costs
Subsequent costs, such as repairs and maintenance or part replacement of tangible assets, are included in the
asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future
economic benefits with the item will flow to the company. All other costs are charged to the statements of profit
or loss during the financial year in which they are incurred.
Depreciation
Depreciation for tangible fixed assets is provided on a straight-line basis over their estimated useful lives.
Depreciation is provided for leasehold improvements on a straight-line basis over the related lease period.
Depreciation corresponding to the period is calculated by dividing costs incurred for tangible assets after
deducting the salvage value by the asset’s useful life. Salvage value represents value of the related fixed asset at
the end of its useful life.
Group management makes important assumptions about determination of ships’ useful life in direction of
technical team experiences. Besides, market data is used for determination of salvage value.
The estimated useful lives for the current and comparative periods are as follows:
Years
18
4-5
5
Ships
Furniture and fixtures
Leasehold improvements
Gains or losses on disposals of tangible assets are classified under “other operating income” and “other operating
expense” accounts, respectively.
(17)
as of June 30, 2014
2.
(c)
Non-current assets or asset groups that meet the criteria of asset held for sale are measured at the lower of its
carrying amount and fair value less cost to sell. These assets are not depreciated.
(d)
Depreciation on Assets
Financial Assets
Unrealised gains and losses arising from changes in the fair value of securities classified as available-for-sale are
accounted in equity net of tax under “financial assets fair value reserve”. Unrealised gains and losses arising
from changes in the fair value of available-for-sale debt securities are the differences between the fair value of
such securities and their amortised costs at the balance sheet date. When available-for-sale securities are sold,
collected or otherwise disposed of, related deferred gains and losses in equity are transferred to the consolidated
income statement. If the difference between the cost and the fair value of the available-for-sale securities is
permanent, gains and losses are transferred to the consolidated income statement.
Non-financial Assets
The recoverable amount is the higher of fair value less costs to sell and value in use. Value in use is determined
by discounting the expected future cash flows to be generated by the cash-generating unit.
In the subsequent term, if the impairment loss decreases and the related decrease is objectively associated with a
case (such as improvement at the credit rate of the obligator) occurred after the impairment loss has been
recognized/accounted, the recognized impairment loss has been reversed directly or by using a provision
account.
(e)
Share capital increases
Share capital increased pro-rata to existing shareholders is accounted for at par value as approved at
the annual meeting of shareholders.
(f)
Provision for employee severance payments
In accordance with the existing social legislation in Turkey, the Company is required to make certain lump-sum
payments to employees whose employment is terminated due to retirement or for reasons other than resignation
or misconduct. Such payments are calculated on the basis of an agreed formula, are subject to certain upper
limits and are recognised in the accompanying financial statements as accrued. Since there is no funding
requirement in Turkey, no funds were created for these benefit plans.
Costs of employees’ services in the current or prior periods are calculated by annual liability method in the
framework of defined benefit plans. Even though the Employee Benefits (IAS 19) standard was published on the
official gazette on March 12, 2013, no. 28585, states recognizing actuarial gain/(loss) under equity, Group
recognized actuarial gain/(loss) under profit and loss and other comprehensive income since the amount is
immaterial.
The reserve has been calculated by estimating the present value of the future obligation of the Company that may
arise from the retirement of the employees in accordance with IAS 19.
Net discount rate
Expected rate of salary / limit increase
Turnover rate to estimate the probability of retirement
(18)
June 30, 2014
December 31,
2013
%4.31
%6
%90
%4.31
%6
%85
as of June 30, 2014
2.
The principal assumption is that the maximum liability for each year of service will increase in line with
inflation. As the maximum liability is revised semi-annually, amount of full TL 3,438.22 (December 31, 2013:
full TL 3,254.44) which is effective as of June 30, 2014 has been taken into consideration in calculating the
reserve for employment termination benefits of the Company.
((g)
Provisions, contingent assets and liabilities
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the
amount can be made. Where the effect of the time value of money is material, the amount of provision shall be
the present value of the expenditures expected to be required to settle the obligation. The discount rate reflects
current market assessments of the time value of money and the risks specific to the liability.
h)
Revenue recognition
(i)
Dividend Income
Dividend income is recognized in profit or loss in the period they are declared.
(ii)
Other income and expenses
Other income and expenses are recognized on accrual basis.
(iii)
Financial Income/(Expenses)
Financial income and expenses are recognized on accrual basis by using the effective interest rate
method over the period.
(iv)
Marine sector revenues and expenses
Marine sector revenues and expenses are recognized on accrual basis.
(i)
Taxes on income
Income taxes include current period income tax liabilities and deferred tax liabilities.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted
for using the liability method.
Deferred tax liabilities are recognised to the extent that it is probable that future taxable profit will be available
against which the deductible temporary difference can be utilised.
(19)
as of June 30, 2014
2.
(j)
Related Parties
For the purpose of these consolidated financial statements, shareholders and associated companies and other
companies within the GSD Holding group, key management personnel and Board members, in each case
together with their families and companies controlled by/or affiliated with them, are considered and referred to
as related parties.Transactions with related parties are priced according to market conditions.
Related party, is an individual or entity related to the entity preparing the financial statements (‘reporting
entity’).
(a)
A person or a close member of that person's family is related to a reporting entity if that person:
(i)
(ii)
(iii)
(b)
has control or joint control over the reporting entity;
has significant influence over the reporting entity; or
is a member of the key management personnel of the reporting entity or of a parent of the
reporting entity.
The entity and the reporting entity are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
(i)
(ii)
The entity and the company are members of the same group.
One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting
entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the
sponsoring employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a).
(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
(k)
Earning per share
In Turkey, companies can increase their share capital through a pro-rata distribution of shares (“bonus shares”)
to existing shareholders from retained earnings and inflation adjustment to equity. For the purpose of earnings
per share computations, the weighted average number of shares in existence during the period has been adjusted
in respect of bonus share issues without a corresponding change in resources, by giving them retroactive effect
for the period in which they were issued and each earlier period as if the event had occurred at the beginning of
the earliest period reported.
(l)
Borrowing costs
Investment in a tangible asset that can not be associated with all borrowing costs are recognized in profit or loss
in the period they occur.
(20)
as of June 30, 2014
2.
(m)
Leases
(i)
Finance leases
Leases of property, plant and equipment where the Group substantially assumes all the risks and rewards of
ownership are classified as finance leases. The finance charge is allocated to each period during the lease term so
as to produce a constant periodic rate.
(ii) Financial leasings are explained Note 2.3
(n)
Events after the reporting period
Events after the reporting period refer to events that in favor or against to company and occur between the end of
the reporting period and the balance sheet’s date of authorization for the publication. In accordance with IAS 10
“Events after the reporting period”, as of ending reporting period, in terms of occurring new evidences about
related events or in terms of occurring related events after reporting period and if these events require correction
of financial statements, Group adjust consolidated financial statements in accordance with new state. If related
events do not require correction of consolidated financial statements, Company explains related matters in
footnotes.
(o)
Segment reporting
Operating segments are reported in a manner consistent with the reporting provided to the chief operating
decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing
performance of the operating segments.Since the Group has no material activity besides marine activities,
segment reporting is not reported.
(p)
Cash Flow Statement
Group prepares cash flow statement to inform users of the financial statements about changes in net assets,
financial structure and the amount and timing of cash flows’ guidance ability in terms of changing
circumstances.
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 generated from the Group’s
activities. Cash flows related to investing activities represent the cash flows that are used in or provided from the
investing activities of the Group (fixed investments 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.
Cash and cash equivalents represent cash in hand, deposits in banks with maturities of 3 months or less, and
short-term high liquid investments with original maturities of 3 months or less and not having depreciation risk.
As of June 30, 2014 and June 30, 2013, cash and cash equivalents details are as follows except the interest
income rediscounts presented in the cash flow statement.
Cash
Banks (less than 3 months)
(21)
June 30, 2014
June 30, 2013
2
3,477
1
3,156
3,479
3,157
as of June 30, 2014
2.
(r)
Foreign currency transactions and balances
Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rates at the
balance sheet date. Foreign exchange gains and losses resulting from trading activities (trade receivables and
payables) denominated in foreign currencies of the Group companies operating in the non-finance sectors, have
been accounted for under “other operating income/expenses” whereas foreign exchange gains and losses
resulting from the translation of other monetary assets and liabilities denominated in foreign currencies have
been accounted for under “financial income/expenses” in the consolidated income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated to
functional currency using the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair
value was determined.
Financial statements of foreign subsidiaries, joint ventures and associates
The assets and liabilities, presented in the financial statements of the foreign Subsidiaries, Joint Ventures and
Associates prepared in accordance with the Group’s accounting policies, are translated into TL at the exchange
rate at the date of the balance sheet whereas income and expenses are translated at the average exchange rates for
the respective periods. Exchange differences resulting from using the exchange rates at the balance sheet date
and the average exchange rates are recognised in the currency translation differences under the equity.
Rate of exchange from June 30, 2014 and December 31, 2013 that were used by the company as follow
USD
EURO
GBP
(s)
June 30, 2014
December 31, 2013
2.1234
2.8919
3.6094
2.1343
2.9365
3.5114
Inventories
Inventories are valued at the lower of cost or net realizable value. The cost of inventories is determined on the
weighted average basis for each purchase. Group’s inventories consist of mineral oil. Inventories costs comprise
purchase cost and, where applicable and those overheads that have been incurred in bringing the inventories to
their present location and condition. Net realizable value is the estimated selling price in the ordinary course of
business, less the costs of completion and estimated costs to make the sale.
3.
As of June 30, 2014 and December 31, 2013 cash and cash equivalents are as follows;
Cash at banks
Demand deposit
Time deposit
Cash on hands
June 30, 2014
December 31, 2013
3,477
1,697
1,780
2
3,783
1,825
1,958
2
3,479
3,785
As of June, 2014, the time deposits comprised bank placements in USD. As of June, 2014 interest rates are 10%
and 1.8% for USD (31 December 2013: %3.5 for TL, %3,5 for USD) denominated bank accounts with an
original maturity up to three months. The first upcoming unpaid loan installment amount is assigned by the Bank
from the ship lease incomes collected through Bank.
(22)
as of June 30, 2014
4.
4.1
Financial assets available for sale
As of June 30, 2014 and December 31, 2013 financial assets (available for sale) are comprised of shares that are
traded on the stock exchange.
As of June 30, 2014 and December 31, 2013 details of financial assets available for sale are as follows;
Listed
GSD Holding
Tekstilbank A.Ş
% of
shares
June 30, 2014
Carrying
value
0.17
0.04
576
290
December 31, 2013
% of
Carrying
shares
value
0.17
0.04
866
374
161
535
The Company’s credit, liquidity and market risk exposures resulting from its financial investments are disclosed
in Note 33.
4.2
Other financial investments
As of June 30, 2014 and December 31, 2013 financial investments (other financial assets) which are disclosed
under non-current assets comprised of shares that are not traded on the stock exchange.
As of June 30, 2014 and December 31, 2013, details of other financial investments are as follows;
Not Listed
Tekstil Faktoring Hizmetleri A.Ş
Other
% of
shares
June 30, 2014
Carrying
value
1.98
-
813
48
861
(23)
December 31, 2013
% of
Carrying
shares
value
1.98
-
813
37
850
as of June 30, 2014
5.
Related party disclosures
A company is defined as a related party of the Company, if one of the companies has control power on the other
company or has a significant impact on financial and administrative decisions of the other company. The
Company is ultimately controlled by GSD Holding that owns the 54.94% (December 31, 2012: 54.45%) of its
shares and that is the principal shareholder of the Company. The ultimate owner of the Company is GSD
Holding and in the accompanying financial statements GSD Holding and its related companies are disclosed as
related parties.In addition, related parties include the Company’s principal owners, management, Board of
Directors and their families.
(a)
Banks
June 30, 2014
December 31, 2013
Cash at banks
Tekstil Bankası A.Ş. (Other related party)
GSD Bank (Other related party)
1,852
1,851
1
1,604
1,603
1
Bank borrowings
Tekstil Bankası A.Ş. (Other related parties)
2,738
2,738
3,351
3,351
As of June 30, 2014, letters of guarantee obtained from related party banks are amounting to TL 37 (31
December 2013: TL 44). Out of such amount, letter of guarantee amounting to TL 2 (31 December 2013: TL 2)
of these letters of guarantee is obtained from Tekstil Bankası AŞ and TL 35 (31 December 2013: TL 42) is
obtained from GSD Yatırım Bankası A.Ş. and are submitted to various public authorities and banks.
b)
Other balances and transactions with related parties
As of June 30, 2014 and December 31, 2013, trade receivables from related parties are as follows;
June 30, 2014
December 31, 2013
Trade receivables
104
20
Total
104
20
(24)
as of June 30, 2014
5. Related party disclosures (continued)
As of June 30, 2014 and December 31, 2013, trade payables from related parties are as follows,
June 30, 2014
December 31, 2013
Trade payables
43
48
Total
43
48
Transactions with related parties took place during six months period ended June 30, 2014 and three months
interim period are as follows;
Group companies of the parent
GSD Dış Ticaret A.Ş. - administrative income
Hako Maritime Ltd. - administrative income
Tekstil Bankası A.Ş. - interest income
Tekstil Yatırım Menkul Kıymetler A.Ş. - dividend income
GSD Bank A.Ş. - interest income
Tekstil Faktoring Hizmetleri A.Ş.- dividend income
GSD Bank - income /(expenses) from derivative transactions
Tekstil Bankası A.Ş. - service fee paid for archive
GSD Bank - banking commision expenses
Tekstil Bankası A.Ş. - banking commision expenses
GSD Bank – share payments
Hako Maritime Ltd. – administrative expenses
GSD Holding - share payments
Tekstil Bankası A.Ş.- interest expenses
M. Turgut Yılmaz - rent expenses
GSD Holding - representation expenses
GSD Dış Ticaret A.Ş. - administrative expenses
June 30, 2014
June 30, 2013
180
40
11
5
(1)
(1)
(4)
(22)
(38)
(69)
(102)
(112)
(120)
(174)
10
10
6
99
(35)
(1)
(1)
(20)
(169)
(185)
(96)
(6)
-
(c) Derivative financial transactions
As of June 30, 2014, the Group has not realized currency swap transactions. (December 31, 2013: none).
(d)
Key management benefits
Total benefit of key management for the period ended June 30, 2014 is TL 356. (31 December 2013: TL 317)
(e)
Other
As of June 30, 2014, GSD Holding has provided surety amounting to TL 147,706 to credit institutions as a
guarantee against its open lines of credit. (December 31, 2013: TL 148,939)
(25)
as of June 30, 2014
6.
6.1
Trade receivables and payables
Trade receivables
As of June 30, 2014 and December 31, 2013, details of trade receivables are as follows;
Trade receivables from marine activities
Other trade receivables (*)
(*)
June 30, 2014
December 31, 2013
1,048
104
1,250
20
1,152
1,270
Other trade receivables consist of expenses reflected to GSD Dış Ticaret A.Ş. and Hako Maritime Ltd.
(As of December 31, 2013; other trade receivables consist of expenses reflected to GSD Dış Ticaret
A.Ş)
6.2
Trade payables
As of June 30, 2014 and December 31, 2013, details of trade payables are as follows;
Trade payables from marine activities
Other trade payables (*)
June 30, 2014
December 31, 2013
22
43
60
48
65
108
(*)
Trade payables comprised of representation services that are provided by GSD Holding and GSD Yatırım
Bankası.
7.
Receivables and payables from finance sector activities
7.1
As of June 30, 2014 and December 31, 2013, details of short-term receivables from finance sector operations are
as follows;
Finance lease receivables
Doubtful receivables
Provision for doubtful receivables
June 30, 2014
December 31, 2013
735
2,516
(2,516)
1,507
2,654
(2,654)
735
1,507
As of June 30, 2014 and December 31, 2013 details of long-term receivables from finance sector operations are
as follows;
Long-term finance lease receivables
June 30, 2014
December 31, 2013
12
228
12
228
The Company’s credit, liquidity and market risk exposures resulting from financial sector receivables are
disclosed in Note 33.
(26)
as of June 30, 2014
7.
Receivables and payables from finance sector activities (continued)
7.1.1 Finance lease receivables
As of June 30, 2014 and December 31, 2013 details of finance lease receivables are as follows;
June 30, 2014
December 31,
2013
Short-term finance lease receivables
Finance lease receivables, due
Finance lease receivables, not due
Unearned interest income (-)
128
634
(27)
157
1,627
(277)
Short-term finance lease receivables, net
735
1,507
Long-term finance lease receivables
Finance lease receivables, not due
Unearned interest income (-)
12
-
232
(4)
Long-term finance lease receivables, net
12
228
747
1,735
Total finance lease receivables, net
As of June 30, 2014 and December 31, 2013 the maturity profile of finance lease receivables not due yet are as
follows;
June 30, 2014
Finance lease receivables, net
Unearned income
December 31, 2013
Finance lease receivables, net
Unearned income
Up to 1 year 1-2 years
2-3 years 3-5 years
5 years and
over
Total
607
27
12
-
-
-
-
619
27
634
12
-
-
-
646
Up to 1 year 1-2 years
2-3 years 3-5 years
5 years and
over
Total
1,350
277
228
4
-
-
-
1,578
281
1,627
232
-
-
-
1,859
(27)
as of June 30, 2014
7.
As of June 30, 2014 and December 31, 2013 the currency distribution of finance lease receivables not due yet are
as follows;
Currency
Foreign
currency
principal
Principal
amount amount in TL
Unearned
income in
foreign
currency
Unearned income
amount in TL
9
5
2
9
15
3
June 30, 2014
TL
Euro
USD
236
65
92
236
188
195
619
27
December 31, 2013
TL
Euro
USD
329
305
166
329
895
354
72
54
24
1,578
72
159
50
281
The interest rates of the finance lease contracts are fixed at June 30, 2014. As of June 30, 2014, the average
interest rate of finance lease receivables denominated in USD is %6.08, in Euro is %6,30, and in TL is %10.20.
The interest rates of the finance lease contracts are fixed at June 30, 2013. At December 31, 2013, the average
interest rate of finance lease receivables denominated in USD is %5,48, in Euro is %5.34, and in TL is %10.23.
As of June, 2014, a certain portion of finance lease receivables of the Company amounted to TL 128 (31
December 2013: TL 157) is past due but not considered as impaired since these receivables either have been
considered as collectible by the Company management based on their past experience with the customers and
since they have been secured with collaterals. The maturity profile of such receivables is as follows:
Finance lease receivables
June 30, 2014
December 31, 2013
Past due but not impaired
0-30 days
30-60 days
60-90 days
90-180 days
180 days and over
107
19
2
-
108
5
17
27
Total carrying value
128
157
(28)
as of June 30, 2014
7.
7.1.2
Doubtful receivables
The Company books provisions for allowance for doubtful leasing receivables on a customer basis. Provision
amounts consist of receiavabales from uncollectable repayments and uncollectable guarantees acquired for those
receivables.
The movement of the provisions which are booked for doubtful receivables are as follows;
June 30, 2014
December 31, 2013
Balance at January 1
Current period provisions
Current period collections for provision
Current period write-offs
2,654
46
(184)
-
3,005
317
(49)
(619)
Balance at June 30
2,516
2,654
The doubtful receivables provision expenses that are booked within the period are accounted in the other
operating expenses.
7.2
As of June 30, 2014 and December 31, 2013 details of trade payables from finance sector operations are as
follows;
Advances received
Suppliers
Other
8.
Other receivables and payables
8.1
Other receivables
June 30, 2014
December 31, 2013
378
69
12
500
39
12
459
551
As of June 30, 2014 and December 31, 2013, details of other receivables are as follows;
June 30, 2014
December 31, 2013
247
3
261
5
250
266
June 30, 2014
December 31, 2013
55
17
83
15
72
98
Receivables from finance lease agreements
Other receivables
8.2
Other payables
As of June 30, 2014 and December 31, 2013 details of other payables are as follows;
Other taxes payables
Social security premiums payables
(29)
as of June 30, 2014
9.
Inventories
As of June 30, 2014 and Decembe3 31, 2013 details of inventories are as follows;
Ship oil
10.
June 30, 2014
December 31, 2013
171
259
171
259
Prepaid expenses
As of June 31, 2014 and December 31, 2013 details of prepaid expenses that are classified in current assets are
as follows;
Insurance expenses
Prepaid miscellaneous expenses
June 30, 2014
December 31, 2013
133
70
250
10
203
260
As of June 30, 2014 and December 31, 2013, details of prepaid expenses that are classified in non-current assets
are as follows;
Insurance expenses
11.
June 30, 2014
December 31, 2013
3
14
3
14
As of June 30, 2014 and December 31, 2013, details of the assets related to the current period tax are as follows;
Prepaid taxes
(30)
June 30, 2014
December 31, 2013
146
17
146
17
as of June 30, 2014
12.
As of June 30, 2014, assets held for sale amounting to TL 281 comprised of a land, a building and
miscellaneous machineries which were acquired from certain customers in exchange for financial lease
receivables (December 31, 2013: TL 281).
13.
Movements of property, plant and equipment for the period ended June 30, 2014 are as follows;
Cost
Ships
Accumulated depreciation
Ships
Net book value
January 1, 2014
Additions
Disposals
Currency translation
differences
June 30,
2014
111,021
1,332
9
-
(567)
-
110,454
1,341
112,353
9
-
(567)
111,795
January 01, 2014
Current year
charge
Disposals
differences
June 30,
2014
3,085
1,323
2,301
2
-
(16)
-
5,370
1,325
4,408
2,303
-
(16)
6,695
107,945
(2,294)
-
(551)
105,100
Movements of property, plant and equipment for the year ended December 31, 2013 are as follows;
Cost
Ships
Accumulated depreciation
Ships
Net book value
January 1, 2013
Additions
Disposals
differences
December 31,
2013
1,326
97,062
6
-
13,959
-
111,021
1,332
1,326
97,068
-
13,959
112,353
January 01, 2013
Current year
charge
Disposals
differences
December 31,
2013
1,320
3,085
3
-
-
3,085
1,323
1,320
3,088
-
-
4,408
6
93,980
-
13,959
107,945
As of June 30, 2014 and December 31, 2013, ships were pledged to banks in return for the borrowings used for
financing the ships (Note 17).
(31)
as of June 30, 2014
14.
Intangible assets
None (December 31, 2013: None).
15.
15.1 Bank borrowings
As of June 30, 2014 and December 31, 2013 borrowings consist of bank loans. Details of bank loans are as
follows;
June 30, 2014
Fixed interest
Fixed interest
Currency
Original
amount
TL
equivalent
Interest rate %
Original
amount
TL
USD
16
1,282
16
2,722
%5.50
15
1,563
15
3,336
%5.50
-
2,738
-
-
3,351
-
2,494
5,296
Libor 3M +
%2.80, Libor 6M
+ %4.75
2,502
5,342
Libor 3M +
%2.80, Libor
6M + %4.75
-
5,296
-
-
5,342
-
44,220
Libor 3M +
%2.80, Libor 6M
+ %4.75
46,941
Libor 3M +
%2.80, Libor
6M + %4.75
Short-term bank borrowings
Floating interest
USD
Short-term portion of longterm bank borrowings
Floating interest
December 31, 2013
TL
equivale
Interest rate
nt
%
USD
20,825
21,995
Long-term bank borrowings
49,516
52,283
Total
52,254
55,634
The Company’s credit, liquidity and market risk exposures resulting from its financial liabilities are disclosed in
Note 33.
Repayment schedule of the credits that are originally medium term and long term credits are as follows;
Fixed interest
Up to 1 year
Up to 2 years
Up to 3 years
Up to 4 years
More than 5 years
June 30, 2014
December 31, 2013
Floating interest Fixed interest
Floating interest
-
5,296
4,965
4,963
4,963
29,329
-
5,342
4,989
4,989
4,989
31,974
-
49,516
-
52,283
(32)
as of June 30, 2014
16.
Leasing transactions
16.1
Operating leases
16.1.1
Leases as lessor
Cano Maritime Limited and Dodo Maritime Limited rent their dry bull carrier ships called M/V Cano and M/V
Dodo, starting from the date of acquisition 7 May, 2013, by time charter ship leasing agreements. The technical
management of these ships are given to a company abroad within agreements by Cano Maritime Limited and
Dodo Maritime Limited.
Ship lease income and technical management fees are classified under the “Marine Sector revenues and
expenses” as “Marine sector income” and “Marine sector expenses” in Note 24.
The first upcoming unpaid loan installment amount is assigned by the Bank from the ship lease incomes
collected through Bank and interest is received from the blocked amount until maturity.
16.1.2
Leases as lessee
The Group has undergone operating lease agreements as lessee. As of June 30, 2014 and December 31, 2013
contractual lease agreements’ liabilities are as follows;
Less than one year
Between one and five years
Total
June 30, 2014
December 31, 2013
78
38
167
63
116
230
For the period ended June 30, 2014, total rent expenses for operating leases amounted to TL 140 recognized in
financial statements. (30 June 2013: TL 114).
(33)
as of June 30, 2014
17.
Commitments
17.1
Guarantees given
The Guarantees, Pledges and Mortgages (“GPMs”) that the Company gave as of June 30, 2014 and December
31, 2013 are as follows:
December 31,
June 30, 2014
2013
GPMs given by the company
A.Total Amount of GPMs that were Given on Behalf of Its Own Legal
Entity
1. Letters of guarantee that were given by the Group bank as cash collateral
surety
2. Cash
3. Tangible asset mortgage given as cash collateral surety (*)
4. Participation share given as cash collateral surety (*)
B. Total Amount of GPMs that was Given in Favor of the Partnerships that
were Included in the Scope of Full Consolidation
1. Bails given as cash collateral surety (*)
2. Tangible asset mortgage given as cash collateral surety (*)
C. . Total Amount of GPMs that Other Third Parties give With The Purpose
of Assuring Debts for Conducting Ordinary Commercial Activities
D. Total Amount of the Other GPMs Given
i. Total Amount of GPMs that were Given In Favor of the ultimate
shareholder
ii. Total Amount of GPMs that were Given In Favor of Other Group
Companies that are not Included in the Scope of Articles B and C
iii. Total Amount of GPMs that were Given In Favor of the Third Parties that
are not Included in the Scope of Article C
Total
(*)
50,644
54,048
37
1,091
24,576
24,940
44
1,721
26,079
26,204
74,456
49,516
24,940
78,487
52,283
26,204
-
-
-
-
-
-
125,100
132,535
M/V Cano and M/V Dodo owned by Cano Maritime Limited and Dodo Maritime Limited respectively and Cano
Maritime Limited owned by GSD Denizcilik Gayrimenkul İnşaat Sanayi ve Ticaret A.Ş. are entirely pledged to
banks respectively in return to bank loans borrowed for the acquisition of ships.
As of June 30, 2014 and December 31, 2013, Guarantees/Pledges/Mortgages (GPM) consist of letters of
guarantee, guarantees, ship mortgage, pledge of share and bails that are given to the following institutions:
Banks
Courts
Other
June 30, 2014
December 31,
2013
125,063
32
5
125,100
132,491
32
12
132,535
As of June 30, 2014 and December 31, 2013, the Company has no guarantees, pledges or mortgages except the
letters of guarantee – presented above – given on behalf of its own legal entity.
As of the date of June 30, 2014, the rate of the other GPMs the Company has given to the Company’s
shareholders’ equity is 0% (December 31, 2013: 0%).
(34)
as of June 30, 2014
17.
17.2
Commitments (continued)
Guarantees Taken
As of June 30, 2014 and December 31, 2013, the details of the guarantees that were obtained in return for the
Company’s receivables from finance sector activities are as follows;
Customer promissory notes
Mortgages
Assignment
Customer checks
Letters of guarantees
17.3
June 30, 2014
December 31, 2013
200,952
9,476
420
77
25
210,950
211,805
13,113
420
77
25
225,440
Pledged Items
The details of pledged items as of June 30, 2014 and December 31, 2013 are as follows;
Checks in banks
Notes in banks
17.4
June 30, 2014
December 31, 2013
-
36
62
98
Other
As of June 30, 2014, GSD Holding has provided surety amounting to TL 147,706 to credit institutions as a
guarantee against its open lines of credit. (December 31, 2013: TL 148,939)
18.
Employee benefit obligations
As of June 30, 2014, the employee benefit obligations amount to TL 211 (December 31, 2013: None), consist of
the salary accruals of ship workers.
19.
Deferred income
As of June 30, 2014, the amount of deferred income TL 363 stems from early collection of monthly rents of
ships. (December 31, 2013: TL 106).
(35)
as of June 30, 2014
20.
Provision for employee benefits
20.1 Provision for short-term employee benefits
As of June 30, 2014 and December 31, 2013 details of provision for short-term employee benefits are as follows;
June 30, 2014
December 31, 2013
145
145
93
93
Bonus premium
20.2 Provision for long-term employee benefits
As of June 30, 2014 and December 31, 2013 details of provision for long-term employee benefits are as follows;
Provision for employee benefit
Employee termination benefit provision
Unused vacation provision
June 30, 2014
December 31, 2013
335
170
165
335
264
132
132
264
Employee termination benefit provision
According to the Turkish Labor Law, the Company is obliged to pay severance for its personnel who worked for
the Company over a year and who were dismissed or who completed 25 (20 years for women) service years for a
company and are entitled to pension (58 years of age for women and 60 years of age for men) or who were
conscripted or who died. After the amendment in the legislation on May 23, 2002, some transition period articles
regarding the service period before retirement were excluded. The severance payment equals to the monthly
wage for every service year and this amount is limited to TL 3,438.22 as of June 30, 2014 (December 31, 2013:
TL 3,254,44). Even though the Employee Benefits (IAS 19) standard was published on the official gazette on
March 12, 2013, no. 28585, states recognizing actuarial gain/(loss) under equity, Group recognized actuarial
gain/(loss) under profit and loss and other comprehensive income since the amount is immaterial.
As of the June 30, 2014 and December 31, 2013 movement of provision for employee termination benefit is as
follows;
June 30, 2014
December 31, 2013
Balance at the beginning of the year
Actuarial gain/loss
Interest cost
Provision for the current period
132
18
14
6
82
2
6
42
Balance at the end of the year
170
132
Unused vacation provision
According to the governing labor law in Turkey, in case the labor contract ends for some reason, the Company is
obliged to pay the earning that the employees are entitled but did not use to that person or beneficiaries as of that
person’s earning on the contract ending date. According to IAS 19 unused vacation provisions identified as
“Benefits to employees” are accrued in the earned periods and are not discounted. The provision for the unused
leaves as of June 30, 2014 and December 31, 2013 is the total undiscounted liability amount that all the
employees are entitled which corresponds to the days of their unused leaves.
(36)
as of June 30, 2014
20.
Provision for employee benefits (continued)
As of the June 30, 2014 and December 31, 2013 movement of provision for unused vacations is as follows;
June 30, 2014
December 31, 2013
Balance at the beginning of the year
Paid during the period
Provision for the current period
132
33
103
29
Balance at the end of the year
165
132
21.
Other current and non-current assets
As of June 30, 2014 and December 31, 2013 details of other current assets are as follow;
Personnel advances
Other
22.
June 30, 2014
December 31, 2013
2
22
9
21
24
30
Equity
22.1 Paid-in share capital
As of June 30, 2014 and December 31, 2013, the Company’s nominal value of authorized share capital
amounting to TL 30,000 comprising 3,000,000,000 registered shares of par value of 1 Kuruş (“Kr”) each. (One
TL is equivalent to a hundred Kr).
As of June 30, 2014 and December 31, 2013, the shareholding structure of the Company is disclosed in Note 1.
22.2 Adjustment to share capital
As of June 30, 2014 and December 31, 2013, the Company’s inflation-adjustment differences amount to TL
15,355.
22.3 Share premium
Premiums concerning shares consist of issuance premiums of shares. Issuance premiums of shares denote the
cash inflows received as a result of shares sold with market prices. These premiums are recognized under
shareholders’ equity and cannot be distributed, however can be used for future capital increases.
22.4 Other comprehensive income or expenses
Other comprehensive income or expenses consist of foreign currency conversion differences and financial asset
revaluation fund. As of June 30, 2014 and December 31, 2013, the foreign currency conversion differences
consist of the period end exchange rate regarding the assets and liabilities of foreign subsidiaries. The income
statement items consist of the differences that arise from their conversion to TL using the average exchange rate.
The financial asset revaluation fund is composed of the valuation differences due to fair value measurement of
financial assets.
(37)
as of June 30, 2014
22.
Equity (continued)
22.5 Restricted reserves
According to the Turkish Labor Law, legal retained earnings are composed of primary and secondary legal
reserves. Until the primary legal reserves reach 20% of the Company’s capital, they are reserved at the rate of
5% of the profit for the period. The secondary legal reserves are reserved at the rate of 10% of all the dividend
distributions that exceed 5% of the Company capital. Primary and secondary legal reserves cannot be distributed
unless they exceed 50% of the total capital however they can be used for covering the losses in case the
voluntary reserves are consumed.
As of June 30, 2014, the total restricted reserve on retained earnings of the Company s TL 1,711 (December 31,
2013: TL 1,183).
22.6 Retained earnings
As of June 30, 2014, the Company’s retained earnings are composed of TL 10,805 of excess reserves and TL
1,925 of net loss of the period. (As of December 31, 2013, the Company’s retained earnings are composed of TL
16,912 of excess reserves and TL 5,579 of net loss of the period).
22.7 Distribution on earnings
According to the Turkish Commercial Code (“TCC”) and Capital Markets Board (CMB), legal retained earnings
are composed of primary and secondary legal reserves. Until the primary legal reserves reach 20% of the
Company’s capital, they are reserved at the rate of 5% of the profit for the period. The secondary legal reserves
are reserved at the rate of 10% of all the dividend distributions that exceed 5% of the Company capital. Primary
and secondary legal reserves cannot be distributed unless they exceed 50% of the total capital however they can
be used for covering the losses in case the voluntary reserves are consumed.
Decision on distribution
According to the year 2013 General Assembly decision dated June 3, 2014, the Company decided to appropriate
first legal reserves amounting to TL 528 and extraordinary reserves amounting to TL 5,051 from the net profit
amounting to TL 5,579.
23.
Income and expense from intercompany services
Income from intercompany services consists of technical management services rendered for group company
GSD Dış Ticaret A.Ş.’s construction of 2 dry bulk carrier ships with 63,500 dwt transportation capacity in
shipyard Yangzhou Dayang Shipbuilding Co.Ltd established in China and administrative services for the
delivered 1 carrier ship.
The details of intercompany services as of June 30, 2014 and 2013 are as follows;
Technical management service income
Technical management service expense
(38)
June 30, 2014
June 30, 2013
220
(212)
-
8
-
as of June 30, 2014
24.
Marine sector revenues and expenses
The details of marine sector revenues and expenses for the six months period ended as of June 30, 2014 and
2013 are as follows;
June 30, 2014
June 30, 2013
Ship lease income
Other income
6,683
259
1,360
-
Marine sector income
6,942
1,360
Personnel expenses
Ship depreciation expense
Various ship equipment, oil and fuel expenses
Technical management fees
Ship insurance expenses
Other expenses
(2,394)
(2,301)
(568)
(328)
(250)
(345)
(559)
(930)
(1,025)
(9)
(72)
-
Marine sector expenses
(6,186)
(2,595)
756
(1,235)
Gross Profit/(Loss) from marine sector activities
25.
Interest and other income/interest, commission and other expenses
The details of interest and other income and interest, commission and other expenses for the six months period
ended as of June 30, 2014 and 2013 are as follows;
June 30, 2014
June 30, 2013
41
65
237
68
Total interest and other income
106
305
Finance sector activity provision (expenses)/income, net
138
(75)
Total finance sector activity provision (expenses)/income, net
138
(75)
Other foreign exchange profit/(loss), net
Other finance sector activities income/(expense), net
9
(70)
293
57
Gross profit/(loss) from finance sector activities
183
580
Financial lease interest income
Financial lease receivables dividend income
(39)
as of June 30, 2014
26.
General administrative expenses
The details of general administrative expenses for the six months period ended as of June 30, 2014 and 2013 are
as follows;
Personnel expenses
Purchases of services from related parties
Rent and other expenses
Audit Expenses
Vehicle expenses
Insurance expenses
Tax, duty and charge expenses
Other
Total
June 30, 2014
June 30, 2013
810
213
112
91
65
33
93
801
196
114
47
6
16
10
600
1,417
1,790
The details personnel expenses that are included in general administrative expenses for the six months period
ended as of June 30, 2014 and 2013 are as follows;
June 30, 2014
June 30, 2013
Wages and salaries
Employee termination benefit provision expenses
Social security premium expenses – employer’s share
Other
597
123
50
40
697
27
41
36
Total
810
801
27.
The details of other operating income that belong to six months period ended June 30, 2014 and 2013 are as
follows;
June 30, 2014
June 30, 2013
Currency translation differences
Interest received from banks
Ship advances payment exchange difference income
Other
285
22
16
389
16
4,323
52
Total
323
4,780
28.
Other operating expenses
The details of other operating expenses for the six months period ended as of June 30, 2014 and 2013 are as
follows;
June 30, 2014
June 30, 2013
Foreign exchange losses
Ship advances payment exchange difference expenses
262
-
310
1,069
Total
262
1,379
(40)
as of June 30, 2014
29.
The details of income from investment activities for the six months period ended as of June 30, 2014 and 2013
are as follows;
June 30, 2014
June 30, 2013
Dividend income
5
99
Total
5
99
30.
Financial income and expenses
The details of finance income and expenses for the six months period ended as of June 30, 2014 and 2013 are as
follows;
June 30, 2014
June 30, 2013
Interest expenses
Foreign exchange losses from borrowings
Other financial expenses
1,193
14
10
515
1,819
48
Total
1,217
2,382
31.
Tax assets and liabilities
Corporation Tax
As of June 30, 2014, corporation tax rate is 20% (December 31, 2013: 20%).
For the Company’s estimated tax liabilities related to current period activity results, necessary provisions are
booked in the accompanying financial statements.
The corporation tax rate on taxable corporation income is calculated by the addition of disallowable expenses
and deduction of tax exempt income. (previous years’ losses and investment incentives utilized, if any).
In Turkey advance tax is calculated and accrued on quarterly basis. In the period that ended on June 30, 2014, the
advance tax rate is 20% (December 31, 2013: 20%). According to the Turkish tax legislation, the tax losses can
be deducted from tax basis as long as they do not exceed 5 years. However tax losses cannot offset against
retained earnings.
In Turkey, tax regulations do not provide a procedure for final agreement of tax assessments. The corporation tax
declarations are submitted to the tax office until the evening of the 25th day of the fourth month following the
end of the accounting period. Nevertheless, the authorities authorized to perform tax and audit can examine the
accounting records for retrospective of five years and the tax amounts to be paid can change if any erroneous
transaction is determined.
Withholding Tax
In addition to the corporation tax, withholding tax should be calculated on dividends distributed except for the
ones distributed to resident corporations and Turkish branches of foreign companies. The income withholding tax
was applied as 10% to all companies between the dates April 24, 2003 – July 22, 2006. This rate has been
applied as 15% effective from July 22, 2006 based on the Decision of Council of Ministers no. 2006/10731. The
dividends not distributed and added to capital are exempt from withholding tax.
(41)
as of June 30, 2014
31.
Tax assets and liabilities (continued)
For the investment incentive amount benefited in relation to investment incentive certificates obtained before
April 24, 2003, withholding tax at 19.8% should be calculated. 40% of the investment expenditures incurred after
such date, without investment incentive certificate, and directly relevant with companies’ production activities
can be deducted from the taxable income. No accrual is made for investment expenditures benefited without
investment incentive certificates.
Investment Incentives
The Provisional article 69 was added to the Income Tax Law no. 193 with the Law no. 5479 that came into force
as of the date of January 1, 2006, and that was published on the official gazette on April 8, 2006, no. 26133. This
article sets forth that the taxpayers can deduct their investment incentive amounts that they will calculate only
from their incomes belonging to the years 2006, 2007 and 2008 according to the legislation clauses that are in
effect on December 31, 2005 (including the clauses concerning tax rate). Thus the investment discount practice
was abolished as of the date of January 1, 2006.
Within this frame, the taxpayers’ – who did not use all their investment incentive exception rights or some of
them in the three years of time – rights were removed as of the date of December 31, 2008. On the other hand,
articles 2 and 15 of the Law no. 5479 and article 19 of the Income Tax Law were abolished as of the date of
January 1, 2006 therefore it was not allowed to benefit from investment incentive exception based on the
investment expenditures made between the dates January 1, 2006 and April 8, 2006.
However, in accordance with the decision of Turkish Constitutional Court made in the meeting dated October 15,
2009, the abolishment decision of January 1, 2006 about the aforementioned provisional article no. 69 about
investment incentive, clauses of 2006, 2007 and 2008 of the Income Tax Law, and article no. 19 was cancelled
due to being unconstitutional. The time limit regarding the investment incentive has been removed as well. In
accordance with the decision of the Turkish Constitutional Court, the cancellation about the investment incentive
is to enter into force with its publication on the Official Gazette. Therefore the Constitutional Court decision was
published on the Official Gazette on January 8, 2010, no. 27456 and entered into force.
According to this, the investment incentive amounts that are transferred to the year 2006 due to lack of income,
and the investment incentive amounts that stem from the investments that started before 2006 and continued after
this date within the scope of economic and technical wholeness can be used not only in 2006, 2007 and 2008 but
in the following years as well. With the new regulation, it is provided to continue to benefit from the investment
incentive exception that could not be deducted and transferred to the following periods without limiting the
number of years. “The Income Tax Law and the Law about the Amendments of Some Laws and Decree Laws”
was published on the Official Gazette on August 1, 2010, no. 27659. With the law, it is stated that the amount
that will be deducted as investment incentive exception cannot exceed 25% of the current year income. With the
amendment, the principle that the corporation tax rate of the institutions to be benefited from investment discount
to be the current rate 20% instead of 30% is adopted.
Constitutional Court decided – date February 9, 2012, decision no. 2012/9 (Docket No: 2010/93) – the sentence
“”the discount amount as the investment incentive exception in determining tax bases cannot exceed 25% of the
relevant income” to be unconstitutional and to be cancelled. The aforementioned sentence was added to the
article 5 of the Law no. 6009 and provisional article no. 69, sub clause no. 1 of the Income Tax Law. After the
decision of the Constitutional Court, the necessary regulations were made by the Revenue Administration.
According to these regulations, taxpayers can benefit from the investment incentive without considering the 25%
limit in the 2011 Annual Corporation Tax Declaration they will submit.
(42)
as of June 30, 2014
31.
As of June 30, 2014, the Group will be able to use the unused investment discount that amounts to TL 120,333
(December 31, 2013: TL 114,776) by deducting from the future income. The Company has the aforementioned
unused investment incentive that can be deducted from the future profits and net deferred tax asset over such
incentive amounts to TL 5,243 (December 31, 2013: TL 6,125). The recoverablity of the deferred tax assets is
estimated under the current circumstances. During the assessment, the future profit projections and tax planning
strategies to be implemented whenever necessary are considered.
Transfer Pricing
In Turkey, transfer pricing regulations are indicated in the article 13 – titled “hidden income distribution via
transfer pricing” – of the Corporation Tax Law. The notification dated November 18th, 2007 regarding hidden
income distribution via transfer pricing regulates the details about the practice.
If the taxpayer purchases goods or services from/to its related parties at a value or price that is considered to be
non arm’s length, then such income is regarded fully or partially distributed in a hidden way via transfer pricing.
Hidden income distribution via this kind of transfer pricing is considered non-deductable expense for corporation
tax base. Buying, selling, production and construction transactions, renting and subletting transactions,
borrowing and lending money, transactions that require payments like premium, wage, etc. are considered
buying or selling goods or services under all circumstances.
Companies are obliged to fill out the transfer pricing form that is attached to the annual corporation tax
declaration. In this form, all the amounts belonging to the transactions performed with the related companies in
the accounting period and the transfer pricing methods relating to these transactions are indicated.
The tax provisions for six months period ended as of June 30, 2014 consist of the following;
Current period income tax
June 30, 2014
June 30, 2013
Current period corporation tax
Deferred tax income/(expenses)
(304)
(497)
Total tax income/(expenses)
(304)
(497)
June 30, 2014
June 30, 2013
(1,621)
324
(2)
2
(152)
(476)
(1.327)
265
(88)
27
(330)
(371)
(304)
(497)
As of June 30, 2014, the reconciliation of tax is as follows;
Profit/loss before the reported tax
Tax calculated based on the reported profit/loss
Amount of disallowable expenses
Amount of tax exempt income
Investment incentive
Subsidiary tax effect (*)
Tax income/(expense)
(*)
The Company’s subsidiaries Cano Maritime Limited and Dodo Maritime Limited are exempt from tax
according to the laws of the country they are registered.
The Company calculates deffered tax assets and liabilities arising from the effecs of the evaluation differences
between IFRS and Tax Procedure Law (TPL).
(43)
as of June 30, 2014
31.
As of June 30, 2014 and December 31, 2013, the list of temporary differences and related deferred tax assets and
liabilities by using current tax rates are as follows;
Deferred tax asset
June 30, 2014
Unused investment incentives
Provision for doubtful receivables
Employee termination benefits and other employee rights
Increase/decrease in financial asset revaluation fund, net
Deferred tax liability
Increase/decrease in financial asset revaluation fund, net
Deferred tax asset, net
December 31, 2013
4,849
316
96
-
5,708
344
71
2
-
-
(18)
-
5,243
6,125
As of June 30, 2014 and December 31, 2013, deferred tax asset movement is as follows;
June 30, 2014
December 31, 2013
Balance of January 1
Deferred tax income/(expense) that is recognized in profit or
loss
Deferred tax that is recognized in shareholders’ equity
Utilization of prior year investment incentives
6,125
8,203
(304)
63
(641)
212
(2,290)
-
Balance at end of period
5,243
6,125
(*)
The Corporate Tax Statement of the company for the year 2010 was submitted with prejudice due to the
fact that the Company could benefit from the investment tax reduction it was entitled to as part of article
19 and provisional article 61 of the Income Tax Law 193 due to its investments for only 25% of its
corporate income. In the judgment of Istanbul 6. Tax Court with principal number 2013/3201 and
decision number 2013/2728 communicated to the Company on March 27, 2014, it was decided that the
accrual in dispute should be cancelled and the amount of TL 641 collected from the company should be
returned to the company.
32.
Earnings per share
Earnings per share calculation for the six months period ended as of June 30, 2014 and 2013 are as follows:
June 30, 2014
June 30, 2013
Weighted average number of ordinary shares
(1,925)
30,000
(1,824)
30,000
Basic earnings/(loss) expressed in 1 TL per share
(0.064)
(0.061)
(44)
as of June 30, 2014
33.
The nature and level of the risks that stem from financial instruments
33.1 Financial risk management purposes and policies
The Group Companies are exposed to various risks during their activities:
·
·
·
Credit Risk
Liquidity Risk
Market Risk
This note is disclosed to give information about the targets, policies and processes in the risk management of the
Group Companies in case the Group Companies are exposed to the aforementioned risks.
The Board of Directors of the Group Companies is generally responsible for the establishment and supervision
of the risk management frame of the Companies.
The risk management policies of the Group Companies are formed to determine and analyze the risks that the
companies can be exposed to. The purpose of the risk management policies is to form the appropriate risk limit
controls, to supervise risks and to adhere to the limits. The Company creates a disciplined and constructive
control environment and helps all the employees understand their roles and responsibilities via various training
and management standards and processes.
33.1.1 Credit risk
The Group is exposed to credit risk because of its financial sector activities (financial lease transactions) and dry
cargo transportation. Credit risk is the risk that one party in a mutual relationship suffers a financial loss as a
result of the other party not fulfilling his/her commitment regarding a financial instrument. The Company tries to
manage credit risk by limiting the transactions made with certain parties and evaluating continuously the
trustworthiness of the parties.
Credit risk concentration is about certain companies operating in similar lines of business or being located in the
same geographical region. This concentration is also about changes – that can occur under economic, political
and similar other conditions – affecting the commitments of these companies that stem from contracts. Credit
risk concentration reveals the Company’s sensitivity about its performance of being effective to a certain branch
of industry or geographical region.
The Company tries to manage its credit risk by not concentrating its borrowing activities to a certain sector or
geographical region. The Company’s maximum credit risk equals to the recorded value of every financial asset
exhibited in the balance sheet.
33.1.2 Liquidity risk
Liquidity risk come in sight during the funding of the Group companies’ activities. This risk includes both the
risk of not being able to fund the Group companies’ assets in appropriate maturities and dates and the risk of not
being able to liquidate an asset with a reasonable price and in an appropriate timeframe. The Group fulfills its
funding needs through banks. The Company continuously evaluates liquidity risk by determining the changes
and watching the course of these changes in the fund resources that are necessary to reach the company targets.
(45)
as of June 30, 2014
33.
The nature and level of the risks that stem from financial instruments (continued)
33.1
Financial risk management purposes and policies (continued)
33.1.3 Market Risk
The Group protects itself with respect to changing market conditions by using instruments of purchase and sale.
The market risk is managed by purchase and sale of derivative financial instruments, within the limits
determined by the Company executives, and by getting preventive positions.
(i) Foreign currency risk
The Group carries the foreign currency risk due to the transactions conducted in foreign currencies (such as
leasing transactions, marine operations, investment activities and bank credits). Since the financial statements of
the Group are prepared based on Turkish Lira, the mentioned financial statements are affected by the floating of
the foreign currencies with respect to Turkish Lira.
(ii) Interest rate risk
The activities of the Group companies are exposed to the risk of changes in interest rates when its receivables
and loans on interest are redeemed or reprised on different times or amounts. Furthermore, the Group, in case it
has loans involving flexible interest rates such as Libor or Eurolibor rates, may also be exposed to the risk of
interest rate due to the reprising thereof. The risk management activities aim to optimize the net interest income
if the market interest rates in compliance with the basic strategies of the Company are considered.
Sensitivity of the assets, liabilities and off-balance sheet items to interest is evaluated daily and monthly by the
Company Management while also taking the developments in the market into account.
Standard method, value exposed to the risk (RMD - Method of Historical Analogy) and methods of ActivePassive risk measurement are used while measuring the risk of interest rate endured by the Group.
Measurements within the context of standard method are conducted on monthly bases via maturity ladder and
those within the context of RMD measurements are conducted on daily bases. Active passive measurement
model is also conducted on daily basis.
During RMD calculations conducted on daily basis, interest rate risks of securities of Turkish Lira and foreign
currency in the portfolio of the Company which are allocated for sale-purchase and ready for sale and offbalance sheet positions are measured. Mentioned calculations are supported with scenario analyses and stress
testings.
33.2 Disclosures related to financial risk management
33.2.1
Credit risk
Sectoral distribution of the receivables originating from finance sector activities is as follows;
June 30,
2014
%
December 31,
2013
%
Textile industry
Metal, machinery, chemical, mining industry
Construction
Other
687
58
2
92
8
-
1,427
156
105
47
82
9
6
3
Total
747
100
1,735
100
(46)
as of June 30, 2014
33.
As of June 30, 2014 and December 31, 2013, the assets of the Company which are qualified as credits exposed to credit risk are as in the following chart;
Receivables originating from
finance sector activities
June 30, 2014
Related
parties
Maximum loan risks to be endured as of the end of the reporting period
(A+B+C+D+E) (*)
A. Net book value of the financial assets which are undue and have not been impaired
B. Net book value of the financial assets conditions of which have been re-negotiated and
which will otherwise be considered as due or impaired
C. Net book value of the assets which are due but have not been impaired
- portion guaranteed by securities etc.
D. Net book value of impaired assets
- Due (gross registered value)
- Impairment (-)
- Portion of the net value guaranteed by securities etc.
- Undue (gross registered value)
- Impairment (-)
E. Elements comprising off-balance sheet loan risk
Trade and other receivables
Third parties
Deposit in the
banks
Financial
assets available
for sale
104
1,298
3,477
-
619
104
1,298
3,477
-
128
128
2,516
(2,516)
-
-
-
-
-
Third parties
Related
parties
-
747
-
(*) In the determination of this amount, factors that enhance the credibility, such as guarantees, are not taken into consideration.
(47)
as of June 30, 2014
33.
December 31, 2013
Receivables
originating from
finance sector
activities
Trade and
other
receivables
Related
parties
Third parties
Related
parties
Third
parties
Deposit in the
banks
Financial
assets available
for sale
-
1,735
20
1,516
3,783
-
-
1,578
20
1,516
3,783
-
-
157
157
2,654
(2,654)
-
-
-
-
-
Maximum loan risks to be endured as of the end of the reporting period
(A+B+C+D+E) (*)
A. Net book value of the financial assets which are undue and have not been impaired
B. Net book value of the financial assets conditions of which have been re-negotiated
and which will otherwise be considered as due or impaired
C. Net booked value of the assets which are due but have not been impaired
- portion guaranteed by securities etc.
D. Net book value of impaired assets
- Due (gross registered value)
- Impairment (-)
- Undue (gross registered value)
- Impairment (-)
E. Elements comprising off-balance sheet loan risk
(*) In the determination of this amount, factors that enhance the credibility, such as guarantees, are not taken into consideration.
(48)
as of June 30, 2014
33.
33.2.2 Liquidity risk
The chart below provides the maturity analysis of the financial liabilities of the Group companies based on the
remaining maturities as of balance sheet date. The amounts indicated in the chart represent undiscounted
amounts based on contracts:
June 30, 2014
Carrying
value
Sum of cash
outflow in
relation to the
contract
Less than 3
months
Between 312 months
Between 15 years
More
than 5
years
52,850
(62,402)
(1,375)
(9,049)
(25,871)
(26,107)
52,254
(61,806)
(779)
(9,049)
(25,871)
(26,107)
459
65
72
(459)
(65)
(72)
(459)
(65)
(72)
-
-
-
Carrying
value
Sum of cash
outflow in
relation to the
contract
Less than 3
months
Between
3-12
months
Between 15
years -
More
than 5
years
Derivative Financial
Instruments
-
-
-
-
-
-
Derivative cash inflows
Derivative cash outflows
-
-
-
-
-
-
Carrying
value
Total cash
outflow in
relation to the
contract
Up to
3 months
Between 312 months
Between 15 years
More
than 5
years
56,391
(67,011)
(4,878)
(6,391)
(26,447)
(29,295)
55,634
(66,254)
(4,121)
(6,391)
(26,447)
(29,295)
551
108
98
(551)
(108)
(98)
(551)
(108)
(98)
-
-
-
Carrying
value
Total cash
outflow in
relation to the
contract
Up to
3 months
Between 312 months
Between 15 years
More
than 5
years
Derivative Financial
Instruments
-
-
-
-
-
-
Derivative cash inflows
Derivative cash outflows
-
-
-
-
-
-
Due Dates In Relation to the
Contract
Non-derivative Financial
Liabilities
Bank loans
Payables from finance sector
activities
Trade payables
Other payables
Contract
December 31, 2013
Contract
Non-derivative Financial
Liabilities
Bank loans
Payables from finance sector
activities
Trade payables
Other payables
Contract
(49)
as of June 30, 2014
33.
33.2.3 Market risk
Interest rate risk
The Company is exposed to the interest rate risk due to the effect of the changes in interest rates on assets yielding
interest. The mentioned risk of interest rate is managed by making use of liquid assets as short term investment.
Interest rate position table
Financial instruments with
fixed interest
Leasing receivables
Time deposits
Bank loans
Financial instruments with floating interest
Bank loans
June 30,
2014
December
31, 2013
747
1,780
2,738
1,735
1,958
3,351
49,516
52,283
Interest rate risk sensitivity analysis
If the interest rates of the financial instruments with floating interest, on the renewal dates were 100 base points
higher/lower and all other variables were to remain stable, the net profit for the year would be TL 41 higher/lower
on June 30,2014 (December 31, 2013: 45).
(50)
as of June 30, 2014
33.
Foreign currency risk
Foreign currency risk is the risk arising from the change in the value of a financial instrument depending on the changes in foreign exchange rate. The Company is exposed to the
risk of currency due to the changes in exchange rates while converting its foreign currency assets to Turkish Liras. Risks of currency are managed by the using of foreign currency
liquid assets as short term investment.
The chart below summarizes the foreign currency position risk of the Group in detail as of the dates of June 30, 2014 and December 31, 2013. Foreign currency assets owned by
the Group and debt book values are as follows in foreign currency:
Foreign currency position chart
June 30, 2014
TL
Equivalent
1. Trade Receivables
2a. Monitory financial assets (including cash and bank accounts)
2b. Non monitory financial assets
3. Other
4. Current assets (1+2+3)
5. Trade receivables
6a. Monitory financial assets
6b. Non monitory financial assets
7. Other
8. Current assets (5+6+7)
9. Total assets (4+8)
10. Trade payables
11. Financial liabilities
12a. Other (Monetary)
12b. Other (Non monetary)
13. Short-term liabilities(10+11+12)
14. Trade payables
15. Financial Liabilities
16 a. Other (Monetary)
16 b. Other (Non monetary)
17. Long-term liabilities (14+15+16)
18. Total liabilities (13+17)
19. Net Asset/(Liability) Position of the Off-Balance Sheet Foreign Currency
Derivative Instruments (19a-19b)
19b. Sum of the Off-Balance Sheet Foreign Currency Derivative Products with
Passive Character
20. Net Foreign Currency Asset/(Liability) Position (9-18+19)
21. Monetary Items Net Foreign Currency Asset/(Liability) Position (=1+2a+5+6a10-11-12a-14-15-16a)
December 31, 2013
USD (in
Euro (in
Turkish Liras) Turkish Liras)
Other (in
Turkish
Liras)
Total TL
USD (in
Turkish Liras)
Euro (in
Turkish Liras)
Other (in
Turkish Liras)
1,048
3,788
306
5,142
12
105,084
105,096
110,238
22
8,231
211
363
8,827
44,220
44,220
53,047
1,048
3,374
306
4,728
105,084
105,084
109,812
22
8,122
211
363
8,718
44,220
44,220
52,938
414
414
12
12
426
109
109
109
-
1,250
4,869
453
6,572
172
107,936
108,108
114,680
60
9,000
106
9,166
46,941
46,941
56,107
1,250
3,400
453
5,103
12
107,936
107,948
113,051
60
8,776
106
8,942
46,941
46,941
55,883
1,469
1,469
160
160
1,629
224
224
224
-
-
-
-
-
-
-
-
-
57,191
56,874
317
-
58,573
57,168
1,405
-
(47,836)
(48,153)
317
-
(49,710)
(51,115)
1,405
-
(51)
as of June 30, 2014
33.
In case, Turkish Lira depreciates by 10% against foreign currencies, its impact on the equity and profit before tax
is disclosed below. This analysis is prepared with the assumption that all other variables, especially the interest
rates, remain stable:
Foreign Exchange Rate Sensitivity Analysis Table
June 30, 2014
Profit/(Loss)
Foreign
Foreign
currency
currency
appreciates
depreciates
Equity
Foreign
Foreign
currency
currency
appreciates
depreciates
Change of USD by 10% against TL:
1. USD net asset/liability
2. Secured portion from USD risk (-)
(322)
-
322
-
6,487
-
(6,487)
-
Change of EUR by 10% against TL:
3. Euro net asset/liability
4. Secured portion from EUR risk (-)
25
-
(25)
-
-
-
-
-
-
-
Change of other currencies by 10% against TL:
5.Other currencies net asset/liability
6. Secured portion from other currencies risk(-)
Foreign Exchange Rate Sensitivity Analysis Table
December 31, 2013
Profit/(Loss)
Foreign
Foreign
currency
currency
appreciates
depreciates
Equity
Foreign
Foreign
currency
currency
appreciates
depreciates
Change of USD by 10% against TL:
1. USD net asset/liability
2. Secured portion from USD risk (-)
(715)
-
715
-
7,005
-
(7,005)
-
Change of EUR by 10% against TL:
3. Euro net asset/liability
4. Secured portion from EUR risk (-)
112
-
(112)
-
-
-
-
-
-
-
Change of other currencies by 10% against TL:
5.Other currencies net asset/liability
6. Secured portion from other currencies risk(-)
(52)
as of June 30, 2014
33.
Other price risks:
The Group is exposed to stock price risk arising from the stock investments. Stock investments are conducted for
strategic purposes rather than commercial goals. The Group does not actively purchase-sale such investments.
Equity price sensitivity
Sensitivity analyses below are determined according to stock price risks the Company is exposed to on the
reporting date.
On the reporting date, in case all other variables are stable and data inputs in valuation method are
increased/(decreased) by 15%:
Stock investments will not be affected in net profit/loss as long as they are not classified as assets available for
sale, sold or impaired.
An increase/decrease equal to TL 130 (31 December 2013: TL 80) would occur in financial asset appreciation
fund in equities. This situation is in fact originated from real increase in the value of the stocks available for sale.
34.
Financial Instruments
Fair value of financial instruments
The estimated fair values of financial instruments have been determined by the Group, using available market
information and appropriate valuation methodologies. However, judgment is necessarily required to interpret
market data to estimate the fair value. Accordingly, the estimates presented herein are not necessarily indicative
of the amounts the Group could realize in a current market exchange.
Following methods and assumptions were used to estimate the fair value of the financial instruments for which
is practicable to estimate fair value:
Financial Assets
The carrying values of financial assets including cash and cash equivalents which are accounted with their costs
are estimated to be their fair values since they are short term.
The carrying values of receivables from finance sector activities as of June 30, 2014 are different from current
interest rates along with the related calculated their fair values.
Financial Liabilities
The fair values of short-term financial liabilities and other financial liabilities are estimated to be their fair values
since they are short term.
Carrying and fair values of the financial assets and liabilities which are not reflected at their fair values in the
financial statements as of June 30, 2014 and December 31, 2013 are shown in the chart below:
(53)
as of June 30, 2014
34.
Financial instruments (continued)
Financial assets
Trade payables
Other payables
Loans received
Carrying
value
June 30, 2014
Fair
value
3,479
747
459
65
72
52,254
3,479
616
459
65
72
52,254
December 31, 2013
Carrying
Fair
value
value
3,785
1,735
551
108
98
55,634
3,785
1,555
551
108
98
55,634
Classification of the fair value measurement
The chart below discloses the valuation methods of the financial instruments reflected at their fair values. The
valuation methods according to different levels are defined as follows;
•
•
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liabilities that are not based on observable market data (unobservable
inputs).
•
The chart below discloses the financial investments carried at their fair values using the valuation method:
June 30, 2014
Level 1
Level 2
Level 3
Total
Financial assets available for sale
Stocks (*)
866
-
-
866
Total
866
-
-
866
Level 1
Level 2
Level 3
Total
535
-
-
535
535
-
-
535
December 31, 2013
Stocks (*)
Total
(*)
As of June 30, 2014 the financial assets available for sale in the amount of TL 866 (December 31, 2013:
TL 535) comprised stocks and public shares measured at their fair values.
35.
Subsequent events
The subsidiary companies Cano Maritime Limited and Dodo Maritime Limited resolved to change the currency
in which the share capital is denominated from EURO (€) to the US Dollar ($) and the authorized and issued
share capital from € 5,000 to $ 6,430.50 divided into 5,000 ordinary shares having a nominal value of $ 1.2861
each and and amend the Memorandum & Articles of Association of the Company accordingly by means of a
resolution of the extraordinary general meeting held on 24 July 2014.
(54)
as of June 30, 2014
36.
Other matters that significantly affect financial statements or are necessary for openness,
interpretability and clearness of the financial statements
On the Board of Directors meeting dated June 9, 2014, it was decided unanimously including the independent
board of directors members, that GSD Dış Ticaret A.Ş.,subsidiary of GSD Holding A.Ş, parent of our Company
shall be merged within the body of our Company through the takeover of all assets and liabilities, that the merger
shall be performed based on the financial statements dated June 30, 2014 in accordance with articles 19 and 20
of the Corporate Tax Law, the Turkish Commercial Code 6102, related articles of the Capital Markets Law and
the provisions of the Communiqué on Mergers and Demergers II-23.2 of the Capital Market Board and other
related regulations, that an expert firm report is obtained in order to determine the change rate for the merger,
that the merger agreement, merger report, merger announcement and other related documents shall be prepared,
necessary applications are filed to related authorities and all necessary transactions shall be completed, that it
should be announced to the public that since the merger is included within the scope of material transaction, as
per Article 23 of the Capital Markets Law 6362 and the Communiqué II-23.1 of the CMB on Common Terms
in Material Transactions and a Shareholder's Right to Dissociate, the shareholders who attended the general
assembly meeting and voted against the material transaction and lodged a dissenting opinion in the meeting
minutes have the right to leave by selling their shares to our Company and that the Company is obliged to buy
these shares, upon the request of the shareholder, at TL 1,45 per share with a nominal value of TL 1 which is the
average of the weighted average prices occurring in the stock exchange within 30 days prior to June 9, 2014
which is the date on which the material transaction is publicly disclosed.
(55)
Appendix I
Supplementary Information
Convenience conversion to US Dollar
June 30, 2014
The US Dollar ("USD") amounts shown in the interim statement of financial position and interim statement of
comprehensive income on the following pages have been included solely for the convenience of the reader.
For the current period’s interim financial statements, USD amounts are translated from TL financial statements
using the official TL exchange rate of 2.1234 TL/USD prevailing on 30 June 2014. For the
prior year’s financial statements, USD amounts are translated from TL financial statements using the
official TL exchange rate of 2.1343 TL/USD prevailing on 31 December 2013, 1.9241 TL/USD
prevailing on 30 June 2013.
Such translation should not be construed as a representation that the TL amounts have been converted into USD
pursuant to the requirements of IFRSs or Generally Accepted Accounting Principles in the United States of
America or in any other country.
(56)
Appendix I
Consolidated Statement of Financial Position
As of June 30, 2014
Amounts translated into thousands of USD for convenience purposes only
Current period
(Reviewed)
Notes
June 30,
2014
Prior period
(Audited)
December 31,
2013
Assets
Current assets
- Financial assets available for sale
- Derivative financial assets held for trading
Trade receivables
3
4
4.1
4.2
6
7.1
8
9
10
11
20
12
Other receivables
Inventories (net)
Prepaid expenses
Other current assets
Non-current assets
Intangible assets
Prepaid expenses
Deferred tax asset
Other non-current assets
4
7.1
13
14
10
29
20
Total assets
(57)
3,441
3,847
1,638
408
408
543
346
118
81
96
69
11
131
1,773
251
251
595
706
125
121
122
8
14
132
52,378
53,958
405
6
49,496
1
2,470
-
398
107
50,576
7
2,870
-
55,819
57,805
Appendix I
Consolidated Statement of Financial Position
As of June 30, 2014
Current period
(Reviewed)
Notes
June 30,
2014
Prior period
(Audited)
December 31,
2013
Liabilities
Current liabilities
Short term portion of long term financial liabilities
Other financial liabilities
- Derivative financial liabilities held for trading
Trade payables
4,404
4,522
1,289
2,494
31
216
268
36
70
1,570
2,503
51
258
46
50
44
20,983
22,118
20,825
158
21,994
124
30,432
31,165
21.1
21.2
21.3
14,128
7,696
-
14,056
7,656
-
21.4
4,085
3,924
161
806
4,624
(907)
4,051
4,036
15
554
7,462
(2,614)
55,819
57,805
15
15
4
4.3
6
7.2
8.2
18
19
Other payables
Deferred income
Provisions
Non-current liabilities
Provisions
15
19
Equity
Share capital
Adjustment to share capital
Share premium
Other comprehensive income or expenses t to be reclassified to profit
or loss
- Financial assets revaluation fund
Restricted reserves
Retained earnings
Total equity and liabilities
(58)
21.5
21.6
21.6
Appendix I
Consolidated Statement of Income
As of June 30, 2014
(Restated)
Reviewed
(Restated)
Reviewed
Notes
January 1 June 30,
2014
January 1 June 30,
2013
23
23
104
(100)
-
4
-
3,269
(2,913)
706
(1,348)
Gross profit/(loss) of marine sector activities
356
(642)
Gross profit/(loss) from trading activities
360
(642)
50
50
65
4
(33)
158
158
(39)
152
30
86
301
446
(341)
(667)
152
(123)
(930)
2,484
(716)
(192)
497
2
-
51
-
(190)
548
(573)
(1,238)
(763)
(690)
(143)
(143)
(258)
(258)
(906)
(948)
14
147
(133)
1,117
143
974
14
(892)
(892)
(892)
1,117
169
169
169
Continuing operations
Income from intercompany services
Expense from intercompany services
Marine sector revenues
Marine sector expenses (-)
24
24
Interest income
Finance sector operating income
Cost of finance sector activities (-)
Provision of finance sector operating income/(expenses)
net
Foreign
exchange gain/(losses), net
Other finance sector operating income/(expenses), net
25
25
25
25
Gross profit/ (loss) from finance sector activities
Gross profit/(losses)
General administrative expenses (-)
Other operating expenses (-)
26
27
28
Operating profit/ (loss)
Expense from investment activities(-)
Income/(loss) from investment activities
29
Operating profit/(loss) before financial expenses
Financial income
Financial expenses (-)
30
30
Profit/ (losses) before tax from continued operations
Tax income/expenses of continued operations
- Taxation on income ( (expenses)
- Deferred tax income / (expenses)
31
31
Profit/(loss) for the period
Other comprehensive income/(expenses)
To be reclassified as profit or loss
- Fair value changes on financial assets
22
22
Other comprehensive income / (losses) (net of tax)
Appropriation of total comprehensive income
Non-controlling interest
Equity holders of the parent
(59)

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