2008 Annual Report - Ülker Investor Relations

Transkript

Annual Report
2008
Contents
2
3
4
6
8
8
9
10
11
12
14
15
17
28
40
42
43
Ülker Bisküvi in Brief
The Vision of Ülker Bisküvi
The History of Ülker Bisküvi
Overview of Yıldız Holding
Key Financial and Operational Indicators
Capital and Shareholder Structure
Performance of Ülker Bisküvi Shares
Message from the Chairman of the Board
Board of Directors
Message from the General Manager
The Food Industry Worldwide
The Food Industry in Turkey
Activities in 2008
Ülker Bisküvi in 2008
Production and Capacity
Marketing and Distribution
Investments
Subsidiaries
• Birlik Pazarlama
• İdeal Gıda
• İstanbul Gıda-Birleşik Dış Ticaret
• Biskot Gıda
• Atlas Gıda Pazarlama
• Godiva
• Other Subsidiaries
Corporate Governance
Ülker Bisküvi Family: Human Resources
R&D, Quality and Environment Activities
Stockholder Relations and Profit Distribution Policy
Social Responsibility Projects
Corporate Governance Principles Compliance Report
Profit Distribution Proposal
Audit Board Report
Independent Audit Report
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
In just 64 years, Ülker Bisküvi has
evolved from a small biscuit bakery
into a major food producer, becoming
Yıldız Holding, a world-renowned
brand name. With a 56% share in the
biscuit market, Ülker Bisküvi is by
far the market leader in the industry.
In the “Brands 2008” survey by AC
Nielsen, Ülker was ranked first in
the biscuit category, and second
and third in the categories of “topof-the-mind” brands and those
that consumers feel closest to,
respectively.
1
2
Ülker Bisküvi
in Brief
As the indisputable leader
in the Turkish biscuit
industry, Ülker Bisküvi
takes its place among
the giant food producers
of the world with its 280
assorted biscuit and
cracker products that are
supplied to both the local
and international markets.
Ülker Bisküvi not only
contributes to Turkey’s
economy through its
exports to Europe, Africa
and the United States,
but it also successfully
represents Turkey’s
approach to quality on a
global scale.
As the first company of Yıldız Holding,
operating its core business for 64 years,
Ülker Bisküvi serves as the flagship of the
Holding both in terms of sales turnover
and profitability. According to the Istanbul
Chamber of Industry (ICI) 2007 list of Turkey’s
Top 500 Industrial Enterprises, Ülker Bisküvi
was ranked 108th.
Ülker Bisküvi produces biscuits, crackers,
chocolate covered biscuits and wafers at its
factories in Istanbul/Topkapı and Ankara. As
the indisputable leader in the Turkish biscuit
industry, Ülker Bisküvi also takes its place
among the giant food producers of the world
with its 280 assorted biscuit and cracker
products that are supplied to both the local
and international markets.
In 1996, Ülker Bisküvi received the ISO
9002 certification for quality standards in
production; and in 2001, it was awarded the
HACCP certification for quality standards
in food safety. In 2002, it won the top mark
of “High Level” in an analysis made by the
Europe-based quality certification firm BRC,
which has further secured its success in the
field of quality control.
Ülker Bisküvi develops new products in its
independent laboratories, employing an
experienced and expert R&D staff in keeping
with its quality-focused approach. Introducing
an average of 60 new products per year to the
market, Ülker Bisküvi has continued to excel in
innovation, thus making Ülker one of the top
food brands.
Ülker Bisküvi’s products are exported mainly
to the Middle East, Russia and Central Asian
Republics, as well as to Europe, Africa and
the United States. Ülker Bisküvi not only
contributes to Turkey’s economy through its
exports, but it also successfully represents
Turkey’s approach to quality on a global scale.
Ülker Bisküvi has an effective quality control
system that injects synergy into the entire
process from production through consumption;
and it continues its investments based on its
strategy that is focused on sustainable and
profitable growth.
Ülker Bisküvi is a consumer-focused company
that satisfies its consumers’ needs and
expectations at the maximum level, and it has
formed a harmonious and lasting relationship
with its target group. Surveys conducted in
recent years attest to the high levels of loyalty
to the Ülker brand. In the “Brands 2008”
survey by AC Nielsen, Ülker has ranked first
in the biscuit category, and second and third
in the categories of “top-of-the-mind” brands
and those that consumers feel closest to,
respectively.
Local distribution of biscuits and chocolate
covered products produced by Ülker Bisküvi
and its subsidiaries is undertaken by its
subsidiary, Atlas Gıda Pazarlama, and other
marketing companies of Yıldız Holding,
i.e. Esas Pazarlama, Merkez Gıda Pazarlama
and Rekor Pazarlama.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
The Vision of Ülker Bisküvi is to
strengthen its position as a most
preferred brand by consumers, and to
be among the first five companies in
the world in 10 years, particularly in
the area of bakery products.
3
4
The History
of Ülker Bisküvi
In just 64 years, Ülker
Bisküvi has evolved from
a small biscuit bakery
into a major food producer,
becoming the flagship
of Yıldız Holding, and
a world-renowned
brand name.
1944
1955
Ülker Bisküvi was established by Sabri Ülker
in 1944 in the Eminönü district of Istanbul. It
started out as a small bakery, with just three
workers, producing 200 kg of biscuits per day.
Within a few years, the company relocated to
the Topkapı district of Istanbul and had four
20 m2 ovens, which enabled the Company to
achieve what was considered a high level of
production at the time.
In 1955, Ülker Bisküvi began distributing its
products throughout Turkey at factory prices,
and enjoyed a huge growth in production.
The marketing of biscuits, chocolate and
other products by street vendors in Turkey’s
larger cities represented a truly revolutionary
approach.
1948
In keeping with the growth of Ülker Bisküvi,
a multiple shareholder company, Anadolu
Gıda Sanayii A.Ş., was established in 1970
in Ankara, doubling its biscuit production
capacity.
Producing a total of 75 tons of biscuits in
1944, Ülker Bisküvi tripled its capacity at its
Topkapı facility that was specifically set up in
1948 in order to increase production.
1970
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
1974
2003
2008
Exports began in 1974, with the Middle East
market chosen as the first target. During the
same year, the Company also set up an R&D
department to improve its performance in
international competition.
In 2003, Ülker Bisküvi merged with Anadolu
Gıda, and realized important steps towards
increased institutionalization.
1979
The company name was changed from Ülker
Gıda to Ülker Bisküvi in 2007 as part of a move
to provide a clearer description of its field of
business.
Within the scope of Corporate Governance,
Articles of Incorporation were amended and
Corporate Governance and Audit Committees
were set up. At the beginning of 2008, Ülker
Bisküvi took part in the acquisition of the
premium chocolatier brand, Godiva, with a
25.23% share.
Ülker products began to be produced in
cellophane-based packaging.
2007
5
6
Overview of
Yıldız Holding
Yıldız Holding, continuing
its growth in FMCG, is
considered one of the
pioneers and leading
groups of the sector in
both the domestic and
international arenas.
Yıldız Holding
Yıldız Holding, continuing its growth in FMCG,
is considered one of the pioneers and leading
groups of the sector in both the domestic and
international arenas.
As of the end of 2008, Yıldız Holding, consisting
of seven different groups, contributed a major
added value, as represented by a USD 10.9
billion turnover. The Company employs 29,500
people in 43 factories, 9 of which are located
abroad, and differentiates itself from the
competitors with its production and sales
capability, product variety and distribution
network.
Today, food is the main area of growth for
Yıldız Holding, as it was in the past. Organized
under Yıldız Holding umbrella, Ülker (Biscuit,
Chocolate, Candy) Group and Food and Beverage
Group reaches customers directly, with 160
brands and more than 2,700 assorted products.
In addition to meeting all nutritional demands
of customers, these two groups also forecast
possible demands and plan products for the
future.
R&D and the Business Development Group
support other groups in products, marketing
and new investment fields. The International
Operations Group manages the foreign
investments of the Holding. The Information
Technology Group and the Packaging Group
meet the needs of Yıldız Holding, and are
growing in the sector with their visionary
approach. A new business field, the Real Estate
Investment Group, continues its growth as well.
Yıldız Holding, drawing global attention for its
success, is the preferred strategic partner for
giant global brands such as Kellogg’s, Hero Baby
and Cargill. Thus, the Holding is consistently
transcending its borders. The Company has
strengthened its long-established reputation
thanks to its social awareness, reflected in
various projects such as environment, sports,
education, health and the arts. Yıldız Holding
contributes to social development through the
social responsibility and sponsorship projects it
has undertaken.
In addition to figures and created capacities,
Yıldız Holding represents a system of values that
reaches from the first half of the 20th century
into the 21st century. The Company, growing with
a spirit of entrepreneurship, evolution, trust,
honesty, vision, innovation, determination and
bravery, has created a global value.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
7
8
Key Financial
and Operational
Indicators
With the strong financial
and operational results it
has achieved, Ülker Bisküvi
increased its value in the eyes
of stakeholders, and decisively
moved forward towards its
goals.
Ülker Bisküvi’s gross profit in
2008 was TRY 306.3 million,
while its net profit for the year
reached TRY 15.6 million.
In 2008, total production
increased by 4,800 tons with
the wafer facility investment
in Ankara Factory. The total
production of the Istanbul
and Ankara factories reached
127,624 tons, with an increase
of 75% in total capacity
utilization.
Key Financial Indicators (TRY)
2007
2008
Shareholders’ Equity
716,159,403
705,944,420
Gross Profit
307,237,376
306,330,460
Operating Profit
99,500,588
112,489,893
EBITDA
125,549,150
135,891,705
Net Profit for the Year
116,073,842
15,685,234
Production (*)
129,741
127,624
Sales (*)
131,758
128,103
(*) Figures are given in tons.
Gross Operating Profit (TRY)
Net Profit for the Year (TRY)
2008
306,330,460
2008
15,685,234
2007
321,792,720
2007
116,054,667
2006
386,203,854
2006
89,291,998
Production (Ton/Year)
Sales (Ton/Year)
2008
127,624
2008
128,103
2007
129,741
2007
131,758
2006
124,850
2006
122,575
Capital and Shareholder Structure
The shareholder structure of Ülker Bisküvi, as of 31 December 2008, is provided below. No single
individual owns more than a 10% share in the Company.
Shareholder
Amount (TRY)
%
113,049,151
42.09
Dynamic Growth Fund
71,369,033
26.57
Ülker Family
12,370,449
4.61
Free Float and Others
71,811,367
26.74
268,600,000
100.00
Yıldız Holding A.Ş.
Total
ANNUAL REPORT 2008
9
ÜLKER BİSKÜVİ
Performance of Ülker
Bisküvi Shares
Ülker Bisküvi, celebrating
its 65th anniversary
in 2009, gained its
consumers’ confidence by
constantly emphasizing
quality and efficiency in its
structure. Focusing on the
needs and demands of its
consumers, the Company
enjoyed a year of success,
despite the unfavorable
environment caused by
macroeconomic conditions.
In 2008, the net sales
of Ülker Bisküvi reached
TRY 1,412 million, and the
operating profit was TRY
112 million.
Source: Reuters and Bizim Menkul Değerler
Company
Ülker Bisküvi
Reuters & Foreks Code
ULKER.IS
ISIN Code
TREULKR00015
Industry
Food
XU100
XU050
ISE Index Listings
XUTUM
XUSIN
XGIDA
XSANK
Price (TRY) 31.12.2008
1.76
Free Floatation (%)
31
Market Value (‘000 USD)
310,643
Free Floating Market Value (‘000 USD)
96,299
Average Trading Volume (‘000 USD) (01 January 08-31 December 08)
1,543
Beta
0.81
XU100
ÜLKER
2008
February
March
April
May
June
July
August
September October November December
2009
February
5.00
4.80
4.00
4.40
4.20
4.00
3.80
3.60
3.40
3.20
3.00
2.80
2.60
2.40
2.20
2.00
1.80
1.60
1.40
1.20
1.00
10
Message from
the Chairman of
the Board
In 2008, Ülker Bisküvi took
the potential impact of the
financial crisis of the last
quarter of the year into
account, and managed
to reach its objectives
according to plan, and
in spite of an intense
competitive environment.
The dynamics of the
food sector, where Ülker
Bisküvi operates, offered
an important advantage
for our Company. Since the
food sector is not among
the first three sectors that
consumers will cut back
on, it can be assumed that
our sector will be impacted
less by the existing
economic conditions than
other sectors.
Dear Shareholders,
The growth period that the world economy
enjoyed in the past several years ended in
the last quarter of 2008 with the US-based
financial crisis. 2008 will be remembered as
a year when the developed, great economies
were confronted with a global financial crisis,
resulting in a global recession.
Although the shock waves of the economic
crisis reached Turkey in 2008, the impact was
felt towards the end of the year, thanks to the
fact that our country was at the perimeter
of these developments. However, entering
into a crisis psychology was inevitable.
Structural arrangements, such as “lean
management” implementations and strategic
planning efforts, which were initiated during
previous years, helped our companies to be
well-prepared against any crisis. Thus, our
companies were protected against the crisis,
which began in the last quarter of the year.
In 2008, Ülker Bisküvi took the potential
impact of the financial crisis of the last quarter
of the year into account, and managed to
reach its objectives according to plan, and in
spite of an intense competitive environment.
The dynamics of the food sector, where
Ülker Bisküvi operates, offered an important
advantage for our Company. Since the food
sector is not among the first three sectors
that consumers will cut back on, it can be
assumed that our sector will be impacted less
by the existing economic conditions than other
sectors.
Ülker Bisküvi, celebrating its 65th anniversary
in 2009, gained its consumers’ confidence
by constantly emphasizing quality and
efficiency in its structure. Focusing on the
needs and demands of its consumers, the
Company enjoyed a year of success, despite
the unfavorable environment caused by
macroeconomic conditions. In 2008, the
net sales of Ülker Bisküvi reached TRY 1,412
million, and the operating profit was TRY 112
million.
The Company gained a competitive advantage
by presenting the best quality in the most
efficient way to its consumers, thanks to
realized investments and newly developed
products by the R&D teams in 2008.
Implementations, which were already in effect
in the existing corporate structure, have been
rearranged along Corporate Governance
Principles, with the amendments made in the
Articles of Incorporation in 2008. According
to the changes in the Articles of Incorporation,
the number of independent members on the
Board of Directors was raised from two to
three. The Corporate Governance, Audit and
Risk Committees were set up.
Transparency, accountability and responsibility
was adopted in all of our business processes
and in our relations with all stakeholders. With
the changes introduced, in regards to
increased effectiveness and efficiency in
corporate actions, reporting safety and
compliance with legal regulations, the solid
structure of Ülker Bisküvi was strengthened
even more.
At Ülker Bisküvi, we assign great value to our
consumers’ opinions and expectations. We
believe that our Company will continue to
differentiate itself, thanks to its capacity to
develop product concepts in accordance with
customer needs. Our integrated structure,
advanced technology, strong distribution
network, and our relationship with our
suppliers based on trust, constitute major
advantages for Ülker Bisküvi. With the help
of the synergy from the Godiva acquisition
of 25.23%, solid capital structure, export
activities in 110 countries and a wide
distribution network, Ülker Bisküvi will carry
its successes into 2009 as well.
Yours Sincerely,
Murat Ülker
Chairman of the Board
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
Necdet Buzbaş
Board Member
Mahmut Mahir Kuşculu
Board Member (Independent)
11
Board of Directors
Murat Ülker
Born in Istanbul in 1959. Murat Ülker began his business
career in 1982, after graduating from the Management
Department, Faculty of Economics and Administrative
Sciences, Boğaziçi University. After working as the
Control Coordinator in the Group in 1984, he attended
various training courses (AIB and ZDS) abroad and
worked as a trainee at the Continental Baking Company
in the United States. Mr. Ülker worked in the export
field for two years in the Middle East, and also oversaw
about 60 factories and facilities operating in the biscuit,
chocolate and food industry in the United States and
Europe for three years. Mr. Ülker participated in various
IESC projects and realized many investments in keeping
with the principle of vertical integration. After working
as Assistant General Manager for Enterprises, General
Manager, Executive Committee Member and Board
Member in various companies of the Group, Murat Ülker
was elected as the Chairman of the Board of Directors
of Yıldız Holding in 2000. He is married, with three
children, and speaks English and German. His hobbies
include sailing, as well as traveling with his family.
Orhan Özokur
Vice-Chairman of the Board
Born in Balıkesir in 1946. Having begun working
during his high school years, Orhan Özokur carried
on his academic and business life hand-in-hand, and
graduated from the Academy of Economic and Business
Studies. Mr. Özokur joined the Group as a Commercial
Manager in 1973, and served as Chairman of the Board
and Board Member in different companies of the Group
before being appointed as Vice-Chairman of the Board
of Directors of Yıldız Holding in 2000. Mr. Özokur is
married, with three children, and speaks English. He has
a special interest in basketball, and his hobbies also
include tennis, listening to music and playing the guitar.
Ali Ülker
Board Member (Managing Director)
Born in Istanbul in 1969. After studying at the
Economics and Business Management Departments,
Faculty of Economics and Administrative Sciences,
Boğaziçi University, Ali Ülker attended various academic
programs at IMD, Harvard and Wharton. Mr. Ülker took
part in De Boccard & Yorke consultancy company’s
Internal Kaizen Study (1992) and IESC Sales System
Improvement and Company Internal Organization
Project (1997). He began his business career in 1985
as a trainee at the Quality Control Department of Ülker
Gıda A.Ş. He served as a trainee, Sales Executive, Sales
Coordinator, Product Group Coordinator and Product
Group Manager during 1986-1998 at the chocolate
production facilities and Atlas Gıda Pazarlama A.Ş. He
served as the General Manager of Atlas Gıda Pazarlama
A.Ş. in 1998, Vice-Chairman of the Consumer Group
for Marketing and Chainstores in 2000, and General
Manager of Merkez Gıda Pazarlama A.Ş. in 2001. Mr.
Ülker was appointed Vice-Chairman of the Food Group
in 2002. In 2005, he was appointed Chairman of the
Ülker (Biscuit, Chocolate, Candy) Group. He is married
with three children, and speaks English and German.
His hobbies include fishing, watching movies, reading
books, and playing basketball and billiards.
Born in Samsun in 1948. Necdet Buzbaş graduated
from the Faculty of Chemistry, Istanbul University,
and began his business career at Adeka İlaç Sanayii,
a pharmaceutical company in Samsun. Mr. Buzbaş
joined the Ülker Group in 1975 for a new chapter in his
professional career, and subsequently worked as Plant
Chief Officer, Production Manager, Assistant General
Manager and General Manager at Ülker Gıda Sanayi A.Ş.
before being appointed as Chairman of the Ülker Group
as part of the 2000 reorganization of the Company.
Appointed a member of the Advisory Committee in
2005, Mr. Buzbaş has also served as a member of
the Governing Body of the Confederation of Turkish
Employers’ Associations (TİSK), Chairman of the Turkish
Food Industry Employers’ Association, member of the
Assembly of Istanbul Chamber of Industry (ICI), and
member of the Executive Committee of the Association
of Sugar Products Industry (ŞEMAD). He speaks English,
and has also served in civil society organizations
including the Educational Volunteers Foundation of
Turkey (TEGEV), KalDer (Quality Association) and Katek
(Quality and Technology Advisory Committee of ISO).
Cengiz Solakoğlu
Born in Erzurum in 1948. After graduating from the
Istanbul Academy of Economic and Business Studies in
1964, Cengiz Solakoğlu began his business career as a
salesman at Beko Ticaret A.Ş. He became an Area Sales
Manager in 1969, and Sales Director in 1975. Solakoğlu
was General Manager in Beko Ticaret A.Ş. between
1977-1983, and in Atılım A.Ş. between 1983-1991. He
was appointed Vice-Chairman in 1991 and Chairman
in 1994 of the Consumption Group of Koç Holding. Also
serving as a member of the Executive Committee of
Koç Group in 1996-1998, he was appointed Chairman
of the Durables Consumption Group of Koç Holding
in 2002. Having worked uninterruptedly for 37 years
in the Koç Group, Mr. Solakoğlu retired due to the
Group’s policy of mandatory retirement at age 60. He
was one of the founders of the Educational Volunteers
Foundation of Turkey and has been a Board Member
since its foundation, serving as Chairman of the Board
between 2002-2004. He was elected a Leader of Civil
Society by the Ekonomist magazine in 2004. In 2007,
he reassumed the role of Chairman of the Board of the
Educational Volunteers Foundation of Turkey. Çolakoğlu
is a Board Member in Ülker Çikolata A.Ş., Ülker Bisküvi
A.Ş., Atlas Gıda Pazarlama A.Ş., Atlantik Gıda Pazarlama
A.Ş., Fresh Cake San. A.Ş., İdeal Gıda A.Ş. and Anadolu
Gıda San A.Ş. He is married with two children and three
grandchildren.
Born in Istanbul in 1950. After graduating from
the Istanbul Erkek Lisesi and then the Faculty of
Economics, Istanbul University, Mr. Kuşculu completed
his postgraduate education in marketing in the United
States. Mr. Kuşculu served as Executive Manager
and Board Member in the family glass industry
businesses, Tamcam A.Ş. and Arsal Cam Sanayii, from
1970. He established the foreign trade companies,
Kutaş Dış Ticaret ve Pazarlama A.Ş. in 1982, and
Erdem Dış Ticaret A.Ş. in 1985, also taking part in
their management. Mr. Kuşculu has served on the
Professional Committees of the Istanbul Chamber of
Commerce and the Istanbul Chamber of Industry for 20
years, and has also been a member of the Assembly of
Istanbul Chamber of Industry for 13 years. Mr. Kuşculu is
also Board Member of Ülker Çikolata A.Ş., Ülker Bisküvi
A.Ş., Atlas Gıda Pazarlama A.Ş., Atlantik Gıda Pazarlama
A.Ş., Fresh Cake San. A.Ş. İdeal Gıda A.Ş., Anadolu Gıda
San A.Ş., Polinas Plastik San. A.Ş., Sağlam Gayrimenkul
Yatırım Ortaklığı A.Ş. and Godiva Chocolatier Inc. He is
married, and has two children.
Güven Obalı
Born in Cihanbeyli in 1943. After graduating from
Ankara Yıldırım Beyazıt Middle School in 1957, and
Ankara Gazi High School in 1960, he completed his
degree in Ankara University Political Sciences Faculty,
Finance and Economics Department in 1964. He was
appointed Assistant Tax Inspector the same year and
became Tax Inspector in 1967. He was sent to Germany
in order to study Value Added Tax Regulation for one
year in 1971. In 1975, left the Ministry of Finance and
began working at the Industrial Development Bank
of Turkey (Türkiye Sınai Kalkınma Bankası). Starting
his career as Financial Analyst, he continued with
managerial positions in various units. During his tenure,
he also acted as a representative of the bank in the
Management and Audit Boards of various companies,
such as Şişe Cam Group, Koruma Tarım İlaçları A.Ş.,
Çelik Halat A.Ş. and Bakırsan A.Ş. After retiring, he
founded ABC Sworn Financial Advisor Company in
1994. He retired as sworn financial advisor in 2004.
Obalı continues to serve as Audit Board Member in
Kuveyt Türk Katılım Bank and as a Board Member
in Ülker Çikolata A.Ş., Ülker Bisküvi A.Ş., Atlas Gıda
Pazarlama A.Ş., Atlantik Gıda Pazarlama A.Ş., Bizim
Toplu Tüketim A.Ş. and Sağlam Gayrimenkul Yatırım
Ortaklığı A.Ş. companies. He is honorary member in
various associations and foundations. He is married,
with two children.
Audit Committee
Ataman Yıldız Audit Committee Member
Nurettin Aliz Audit Committee Member
Musa Doğan Audit Committee Member
12
Message from
the General
Manager
In 2008, our Company
acquired 25.23% of
Godiva, and became
one of its shareholders.
As a result of this
important breakthrough,
Ülker Bisküvi is taking
advantage of this
opportunity by working
towards a combination
of biscuit-chocolate,
sharing experience and
acquiring a synergy in the
international arena.
Dear Shareholders,
2008 was a year when the global crisis
impacted all world economies beginning in
the second half of the year. The crisis started
in the finance sector in the United States,
originating from difficulties experienced in
mortgage credits return payments. The crisis,
albeit external to us, and due to uncontrollable
reasons, affected our country, our sector,
although to a lesser extent than the other
sectors and, consequently, our Company as
well. Although fuel and oil prices, which were
overvalued in 2007, started to fall with the
crisis, price increases in energy and other items
affected our costs unfavorably.
For our Company, 2008 has been a year
when we focused on efficiency through our
“continuous efficiency principle”, in order to
maintain our existing leading position in the
intensely competitive environment and to
lessen the impacts of the economic crisis, which
was felt more fiercely in the second half of the
year. Following this principle, the processes,
defined in 2007, were analyzed in line with
“lean management” techniques. Monitoring
and development of efficiency efforts were
systematized in all processes.
We monitored developments in the sector and
consumer expectations closely, and without
compromising quality, we continued production
in full force. As a result of our strategic planning
activities, we realized our projects for 2008. We
updated our strategic plan for 2009-2013.
I would like to share with you, our treasured
Shareholders, the following developments in
our Company during 2008.
Institutionalization Activities
In line with the Articles of Incorporation,
which was amended upon approval of our
shareholders in the Ordinary General Meeting
in 2007; we carried out some important steps
in accordance with the Corporate Governance
Principles in 2008. For example, the company
set up the Corporate Governance and Audit
Committees, and launched the corporate
website, www.ulkerbiskuvi.com.tr.
Production and Capacity Utilization
In 2008, total production increased by 4,800
tons, with the wafer facility investment in
Ankara Factory.
Although the impact of the global crisis
environment increased, our total production
from the Istanbul and Ankara factories reached
127,624 tons. Our capacity utilization ratios
were 73% in our Istanbul Factory, and 76% in
our Ankara Factory. Consequently, our total
capacity utilization reached 75%.
The investments made by our Company during
2008 totaled TRY 12.1 million, including
TRY 1.4 million at the Topkapı Factory, and
TRY 10.7 million at the Ankara Factory.
These investments made in both factories
include the establishment of new facilities,
capacity growth, renovation, improvements in
production lines, efficiency improvement, etc.
Continuous Efficiency
In 2008, our efforts to expand our “Lean
Production” philosophy continued. The “Lean
Production Project”, which started in the Ankara
Factory in 2007, continued in the new facilities
of this factory. In the Istanbul Factory, the
project began in the second half of 2008. Our
objective is to implement this philosophy across
all departments, and cease all unnecessary
expenditures within the Company.
Our efforts to implement our continuous
efficiency plan includes Job Analysis in order to
increase operational productivity, a Permanent
Staff Project and the Best Practice Share
Application, energy efficiency project and using
fewer colors in packaging.
Crisis and the Measures
In our country, the global crisis that has
affected the entire world, has had an impact in
the food sector, although to a lesser extent than
other sectors. Our projection for 2009 is that
the food sector will continue to be less affected
than the other sectors. As a Company, we have
put great effort in minimizing the impacts of
the crisis. As for our major fields of activity, we
made agreements with our suppliers in order
to increase our terms, we stopped recruiting
employees unless it is necessary, we reviewed
all investments that are expected to create
value in the long term and are not urgent, and,
as always, we are taking increased measures to
prevent unnecessary expenditures.
We are actively taking steps to lessen any
impacts on the Company from the current
global economic crisis. In line with our principle
of “focusing on the consumer”, we continue
to develop new products based on consumer
needs and preferences. In addition, with our
ANNUAL REPORT 2008
integrated structure, advanced technology
and strong distribution network based on long
relationships with suppliers, we will feel little, if
any, affects from the economic crisis.
R&D and New Products
In 2008, our Company, acting upon our
principles of customer satisfaction in a fiercely
competitive environment, continued its efforts
to introduce new products with various tastes
and flavors, in parallel to our consumers’
opinions and expectations.
We believe that opportunities for innovative
actions in our sector are infinite. Bearing
this in mind, our R&D departments in the
Istanbul and Ankara factories worked on 92
new projects, and as a result, 13 new products
were introduced into the market. Hanımeller
Kurabiyem, Clip Light Crackers, Biskrem
Fındıklı, Zengin Tahıllı Kraker, Başak Keten
Tohumlu, Kahveli Canpare, Dokuz Kat Çikolatalı
Gofret ve Hanımeller Papatya are just a few of
our new products.
Quality, Environment and Social Contribution
During 2008, both of our factories were
reviewed for production, worker safety and
environmental responsibility. As a result, all of
our nine certificates of quality were renewed.
We continued with our philosophy of quality
production, which resulted in earning
certificates of quality in all of our fields of
operation. Our factories have earned the ISO
9001:2000 Quality Management System,
ISO 22000 Food Safety Management System,
TS 180001 Occupational Health and Safety
Management System, BRC and IFS certificates.
On the other hand, radical changes in the
increase of energy efficiency and a decrease
of carbon emissions, due to the regulations
linked to the Kyoto Protocol and accepted
on 5 February 2009, were implemented. The
Company has exerted great efforts to follow
the new regulations and I am delighted to
report that the carbon emissions of both of our
factories is below the legal limits. This is further
proof of the Company’s dedication to and
respect for the environment in which we live.
ÜLKER BİSKÜVİ
13
Hand in Hand with Our Employees,
We Achieve Success
At the end of the year the Company had 1,290
employees. We view our employees as our
most important asset, and in order to support
personal development of our employees,
we provided 52,099 hours of education in
2008. Thus, we achieved maximum values in
quality and efficiency. Our education-oriented
approach for personal development and to
increase the quality of work of our employees
will continue at the same pace in 2009 as well.
“Mind Cube” is a permanent idea suggestion
system that has been in place in the Company
for years. Ideas from employees on how to
increase efficiency in all areas have grown
by 262% over the previous year. Accordingly,
284 employees have been rewarded for their
suggestions.
The “Smile Group”, set up in both factories on
a voluntary basis for increasing the motivation
and morale of our employees, continued its
activities in 2008 as well.
In both our factories, we organized periodic
“Industrial Relations Board” meetings with
employee and syndicate representatives. In
these meetings, requests and suggestions from
our employees, and sharing of information
about company policies was made first hand.
Trust, cooperation and empathy with our
employees rose to the highest level.
Our Objectives for 2009
We will carry on our activities, characterized by
customer orientation, an innovative approach
and commitment to quality and a high level of
hygiene in 2009 as well. As for reaching our
strategic objectives, there are many projects we
have laid out in our strategic planning, and we
will finalize the ones corresponding to 2009.
Balanced Scorecard Activities
In 2008, we finalized the Balanced Scorecard
Project. Corporate Balanced Scorecard
Activities help to transform our company
strategies into operational objectives. In
the Balanced Scorecard Project, we formed
corporate and department scorecards. The
project, which was initiated in the second half
of 2008 in order to transfer the scorecards into
SAP environment for monitoring, is in the final
stage. When the project is finalized, corporate
and department scorecards will be monitored in
the SAP system.
We will continue our transformation to the
“Lean Production” philosophy, which we aim to
extend to all our facilities.
In 2008, we also finalized the Assessment of
Process Key Performance Indicators project,
which is also complementary to the Corporate
Scorecard project. Thus, as per realizing the
strategies of our company, the project now
allows us to assess corporate, department and
process performance.
Dr. Cafer Fındıkoğlu
General Manager
In 2009, we will commit ourselves to keeping
our financial and operational results at the
highest possible level, following budget and
strategically planned objectives. Our driving
forces are, as it has always been, your support
as our valued stakeholders and the efforts of
our employees.
Yours Sincerely,
14
The Food Industry
Worldwide
The products of the food
industry cannot be viewed
merely as commercial
commodities, due to the
fact that nutrition is one
of the basic needs of
life. The food industry
has a sustainable and
continuous growth rate due
to its added value, high
employment figures and
satisfaction of vital needs.
The food industry, which is based on processing
agricultural products, animal husbandry and
fishing, is the most important branch of the
manufacturing industry in the world, with
annual sales of over USD 2 trillion. All developed
countries place special emphasis on the
agricultural and food sector, independent from
their intensity of industrialization. The major
indicator is that 80% of the agriculture and
food production in the world is carried out by 25
developed countries.
In the first half of 2008, all food sectors,
especially the rice sector, were impacted by
global warming. Products such as wheat, corn
and rice, which are basic for nutrition, are
becoming strategically important. The reflections
of this trend were seen in 2008 as well. Many
countries implemented limitations to agricultural
product export due to inventory drops to
strategically critical levels. Strategic inventory
levels dropped to 116 million tons of wheat and
79 million tons of rice at the beginning of 2008.
Food is the most strategic item for life. When
food safety is not provided, there are threats to
health, stability, peace and faith in the future.
Based on the developments in Haiti, United
Nations Food Program Director J. Sheeran
asserted on 15 April 2008 that if food safety
is not provided, it not only causes hunger, but
also creates a threat for peace and balance.
Increasing world population, contaminated,
unusable natural resources in agriculture, global
warming, food material and industrial raw
materials, allocation of land for products that
are used for biofuel and fluctuations in the world
agricultural product markets are all threats for
the provision of food safety.
One of the reasons for increased international
demands for grains is the gradually increasing
income level in China and India. As the income
level has increased, the demand for meat
products and the demand for grains used for
animal feed has grown. While the increase in
the demand for grains used in the production
of bread is directly related to the growth in
population, the growing demand for meat is
related entirely to economic development and
growth in the GDP. The rising income levels
increased the consumption of meat and other
basic food items by millions of people in India
and China. China, as the exporter for food items
recently in the past, became an importer.
The products of the food industry cannot be
viewed merely as commercial commodities,
due to the fact that nutrition is one of the basic
needs of life. The food industry has a sustainable
and continuous growth rate due to its added
value, high employment figures and satisfaction
of vital needs.
Another reason for the increasing prices of
agricultural products is the demand for ethanol
in the United States. Ethanol is a fuel used on
its own or mixed with petrol for cars and other
motor vehicles. It is produced mainly from sugar
cane and corn. While the United States is the
biggest exporter of corn in the world, it currently
uses more corn for ethanol than it exports. The
ethanol project, introduced in 2005, is the most
significant reason behind the increase in the
prices of corn.
In recent years, price hikes have been seen
in basic food items. In 2008, prices for many
food items reached record-breaking levels, but
with the decrease in demand due to the global
economic crisis, it reverted back to the long-term
average in the last months of the year. Following
the end of the crisis, prices are expected to
increase again, inevitably.
EU countries have decided to move 10% of their
total energy consumption from fossil fuel to
biofuel by 2020. In this context, they are issuing
union aid and support oilseeds production
for biodiesel, and sugar cane production for
bioethanol.
15
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
The food industry is one of the first
industries set up in Turkey. Its rich
agricultural resources and young workforce
makes this industry ever more important.
The growth of production in the food
industry surpasses the overall economic
growth.
In addition to other factors, due to global
warming in 2007, basic nutritional products
such as wheat, corn and rice became
strategic. The reflections of this trend were
seen in 2008. Prices increased rapidly,
reaching 40% in the world and Turkish
market.
The industry is also affected by the recent
changes in spending trends and eating
habits. Such factors as the increase in
per capita income, greater participation
of the female population in the area of
employment and expansion of the core
family structure due to changing lifestyles
as a result of urbanization have also
changed the patterns of consumption.
The development of consumer awareness
is considered an opportunity for the food
industry. Demand for trustworthy brands
and packaged products have grown with
the growing importance of food safety and
quality. Another rising trend is the demand
for organic fruit and vegetables. In addition,
Turkey’s geographic closeness to the EU
countries, as well as the Middle East and
Russian markets, is an important export
advantage for the industry.
Although demand elasticity is lower,
when compared to other industries, the
food industry is expected to be similarly
affected by the crisis. Crisis reactions of
the consumers are to turn towards more
economical products and cut consumption
as much as possible. Therefore, it is thought
that there may be a drop of about 10% in
the industry. The industry also hosts many
foreign investments. A total of 258 foreign
companies operate in the production of food
and beverages in Turkey. 10% of foreign
companies in the manufacturing industry,
and 2% of all foreign companies that have
invested in Turkey, prefer the food industry.
The Food Industry
in Turkey
The development of
consumer awareness is
considered an opportunity
for the food industry.
Demand for trustworthy
brands and packaged
products has grown with
the growing importance of
food safety and quality.
The reduction of VAT rates to 8% is a
positive step in the struggle against
unregistered businesses and unfair
competition. The VAT reduction, which
covered many products from pulses to fizzy
drinks, soups, tea and coffee, is aimed at
encouraging the public to use trustworthy
and packaged products. It also meant a
significant relief in the financing burden of
the industry and is also expected to make
a contribution towards the integration
between agriculture and industry, which has
been a major problem of the food industry
for years.
16
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
17
Activities
in 2008
In the scope of corporate
governance, Articles of
Incorporation were amended
at the Ordinary General
Board Meeting on 28 May
2008, and Corporate
Governance and Audit
Committees were set up.
In order to enable
speedy access to
company information
for shareholders, the
corporate website
www.ulkerbiskuvi.com.tr
was launched.
18
Ülker Bisküvi
in 2008
January 2008
March 2008
Fresh Cake Gıda A.Ş, in which Ülker Bisküvi has
a 10% share, bought a 50% share of Unmaş
Unlu Mamuller San. ve Tic. A.Ş. (Uno Ekmek)
and Doruk Unlu Mamuller San. ve Perakende
Hizmetler A.Ş.
Ülker Bisküvi acquired 25.23% shares of G-New
Inc. in the USA, and Godiva Belgium BVBA
Company, which is active in Belgium.
The Collective Labor Agreement bargaining
between Ülker Bisküvi and Öz Gıda İş
Sendikası, covering the term of 01 January
2008-31 December 2009, resulted in an
agreement, which was signed.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
May 2008
August 2008
Activities throughout 2008
As per Corporate Governance activities, the
Articles of Incorporation were amended at the
Ordinary General Board Meeting on 27 May
2008.
Within the scope of the Corporate Governance
Principles, issued by the Stock Exchange
Commission, a Corporate Governance
Committee was set up. Again within the scope
of SEC regulations, the Audit Committee, which
had previously been set up, was reorganized
along the subject principles.
• The Corporate Balanced Scorecard Project
was finalized in order to transform company
strategies into operational objectives.
July 2008
In order to enable speedy access to company
information for shareholders, the corporate
website www.ulkerbiskuvi.com.tr was
launched.
19
• The “Best Practice” application continued this
year as well in order to share the best practices
among the countries where we operate.
• Along the “Continuous Efficiency” principle,
the processes definitions in 2007 were
analyzed with the “Lean Management”
technique. Monitoring and development of
efficiency in all processes were systematized.
• Job analysis and permanent staff activities
have been realized in order to increase
operational efficiency.
20
Production and
Capacity
Ülker Bisküvi, which has a 56% market share
in the Turkish biscuit sector, produces biscuits
at its Istanbul/Topkapı and Ankara factories.
In addition to these two main factories, Ülker
Bisküvi also makes use of the production
facilities of its subsidiaries, İdeal Gıda in Gebze
and Biskot Gıda in Karaman.
The total biscuit production of Ülker Bisküvi at
its high-tech factories in Topkapı and Ankara
was 127,624 tons in 2007.
The Topkapı Factory produces biscuits in 10
production lines. The Ankara Factory produces
biscuits, chocolate covered biscuits and wafers
in 19 production lines in total, including 14
biscuit production lines and 5 wafer production
lines.
İstanbul Topkapı Factory
The Topkapı Factory operated at high
capacity in 2008, with 50,234 tons of biscuit
production and 51,087 tons of net biscuit
sales. During 2008, the actual average rate of
capacity utilization of the factory, operating in
three shifts, was 73%.
All of the production processes at Ülker
Bisküvi’s factories are equipped with high
technology. Most of the boxing, box handling,
packaging and storage processes providing
logistic support are carried out using robot
technology and automation.
Main Products of the
Topkapı Factory
•
•
•
•
•
•
Petitbeurre (with cacao, double baked)
Çizi (with sesame seed)
Haylayf
Çokodamla
Hanımeller
Biskrem (with chocolate, apple, fig and
dark chocolate)
• Negrita
ANNUAL REPORT 2008
Ankara Factory
Ülker Bisküvi’s Ankara Factory has a total area
of 110,000 m2, including 80,000 m2 closed
space. For more than 38 years, it has been a
driving force of the economy in the region as
the biggest biscuit production and storage
complex in the Middle East.
In 2008, the production volume of the Ankara
Factory was 77,390 tons. The net sales volume
was 77,016 tons. The actual average rate of
capacity utilization of the factory, operating in
three shifts, was 76% in 2008.
Main Products of the
Ankara Factory
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Petitbeurre (plain, two colors)
Krim Kraker
Probis
Çokoprens
As Kraker
Başak - Plain, linseed and chocolate
İkram (with chocolate, hazelnut, cheese,
walnut, vanilla)
Tempo
Rondo (plain, banana, strawberry, coconut,
orange, raspberry, cheesecake flavors)
Altınbaşak
Gofret (hazelnut, banana, orange,
strawberry, coconut, vanilla, cacao and
chocolate flavors)
Halley
Kat Kat Tat
Çubuk Kraker
Alpella Ring
Mavi Yeşil branded products
Hasat
Hanımeller Kurabiyem (cookie with hazelnut
and chocolate)
ÜLKER BİSKÜVİ
21
22
Marketing and
Distribution
Our powerful distribution
network ensures that
customers can easily
access Ülker Bisküvi
products anytime and
anywhere. Ülker’s
distribution network has
been specially shaped
on every level to know
the consumer and to
respond to their demands
in accordance with the
market conditions.
The domestic marketing and distribution
of biscuits and chocolate covered products
of Ülker Bisküvi and its subsidiaries are
performed by its subsidiary, Atlas Gıda
Pazarlama, as well as Yıldız Holding
companies Pasifik Pazarlama, Esas Pazarlama,
Merkez Gıda Pazarlama and Rekor Pazarlama.
Atlas Pazarlama performs nationwide
distribution through its Regional Offices
in Istanbul, Ankara, Izmir, Thrace region,
Bursa, Samsun, Gaziantep and Erzurum, and
132 experienced, reputable and efficient
distributors across Turkey. Atlas Pazarlama
provides regular and high quality service to
170,000 points of sale weekly, with a total of
more than 1,750 delivery vans.
This powerful distribution network ensures
that customers can easily access Ülker Bisküvi
products anytime and anywhere. Ülker Bisküvi
and its subsidiaries are capable of providing
a biscuit to everyone in the world with two
weeks’ production.
Ülker’s distribution network has been specially
shaped on every level to know the consumer
and to respond to their demands in accordance
with the market conditions.
23
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
Ülker Bisküvi has fully achieved the
investments foreseen in its strategic
development plan in 2008.
Ülker Bisküvi has invested TRY 1.4 million in
modernization and expansion of the Topkapı
Factory in 2008. Also, almost TRY 10.7
million was invested in the Ankara Factory.
These investments in both factories include
work for the establishment of new facilities,
capacity growth, renewal, production line
improvements, productivity improvements, and
hygiene and storage.
Investments
Ülker Bisküvi has
invested TRY 12 million
in modernization and
expansion in 2008. The
common objective of
the investments is to
reinforce Ülker Bisküvi’s
leading position in the
market, increase customer
satisfaction, improve
product quality, and
contribute to efficiency
and productivity so as to
make the cost basis more
competitive.
The common objective of the investments is
to reinforce Ülker Bisküvi’s leading position
in the market, increase customer satisfaction,
improve product quality, and contribute to
efficiency and productivity so as to make the
cost basis more competitive.
24
Subsidiaries
Ülker Bisküvi, which is the
flagship of Yıldız Holding,
is involved in a number
of companies within the
Holding, and created
a strong portfolio and
synergistic structure through
vertical and horizontal
integration.
Under this structure, Ülker
Bisküvi benefits effectively
from the different companies
within Yıldız Holding, each
having a leading position
in their sector. In addition
to the biscuit facilities in
different cities in Anatolia,
Ülker Bisküvi has formed a
dynamic value production
process that includes all
the branches of the food
industry, such as obtaining
good quality flour, butter
and packaging.
Ülker Bisküvi Sanayi A.Ş. Subsidiary List as of 31/12/2008
Subsidiary
Share (%)
Field of Business
Birlik Pazarlama
99.0
Flour production
İdeal Gıda San. ve Tic. A.Ş.
97.5
Biscuit and cracker production
İstanbul Gıda Dış Ticaret A.Ş.
83.8
International marketing
Atlas Gıda Paz. San. ve Tic. A.Ş.
78.2
Domestic marketing
Birleşik Dış Ticaret A.Ş.
68.0
Foreign trade
Biskot Bisküvi San. ve Tic. A.Ş.
50.5
Biscuit and chocolate covered biscuit production
G-New Inc.
25.2
International investment
Godiva Belgium BVBA.
25.2
Chocolate production and marketing
PNS Pendik Nişasta A.Ş.
23.0
Starch and starch-based sugar production
Netlog Lojistik A.Ş.
12.5
Logistics and transportation
BİM Birleşik Mağazalar A.Ş.
12.0
Retail
Sağlam GYO A.Ş.
10.7
REIT
Fresh Cake A.Ş.
10.0
Cake production
Tire Kutsan A.Ş.
9.8
Paper and cardboard box production
Besler Gıda A.Ş.
7.0
Oil and margarine production
ANNUAL REPORT 2008
Birlik Pazarlama
As one of the important subsidiaries of Ülker
Bisküvi Sanayi A.Ş., Birlik Pazarlama produces
not only flour from every kind of grain as
needed by Yıldız Holding, but also packaged
wheat flour and rice flour for the market.
Established in 1978, Birlik Pazarlama moved
its Head Office to Ankara in 1992. Located on
the same site as the Ankara Factory of Ülker
Bisküvi, in a 63,032 m2 area, Birlik Pazarlama
has about 24,000 m2 of closed space.
Operating three flour factories, a factory
processing soya, oat and other grains and a
rice plant, Birlik Pazarlama also has a flour
factory and a branch office in Karaman.
Capacities
The company’s actual wheat processing
capacity is 930 tons per day in total, including
730 tons per day in Ankara and 200 tons
per day in Karaman. Birlik Pazarlama’s rice
processing capacity is 19 tons per day, soya
processing capacity is 7.5 tons per day and oat
processing capacity is 2 tons per day.
With a total grain storage capacity of 35,000
tons, Birlik Pazarlama plans to increase both
its grain processing and storage capacity
in 2009. Birlik Pazarlama will continue its
investments for improving quality production
with a more competitive price in 2009.
İdeal Gıda
Birlik Pazarlama has done contractual
planting in cooperation with agrarian research
institutes for improving, developing and
increasing cultivation of varieties of wheat
necessary for biscuit production, and that are
lacking within the country.
İdeal Gıda, which was established in 1997 in
the Gebze Industrial Estate, operating in an
area of 85,000 m2 that includes 39,000 m2
closed space, has actively produced biscuits
and crackers since 2000. The capacity
utilization in Ideal Gıda was 93% in 2008.
Birlik Pazarlama has TSE (Turkish Standards
Institute)-ISO-EN 9000, TSE HACCP TS 13001
and ISO 22000 certifications. In 2007, the
HACCP certification was replaced with ISO
22000 certification.
İdeal Gıda has continuously invested in
its facilities and equipment to increase its
production capacity since its inception.
It produces four main product groups for
domestic and international markets in eight
production lines. With a workforce of 386,
İdeal Gıda increased its biscuit and cracker
production from 30,654 tons in 2003 to 37,770
tons in 2004, and 41,338 tons in 2005. The
total production in 2006 was 37,337 tons due
to the fact that production had to stop for
a month during the conversion of ovens to
natural gas. The production in 2008 reached
42,166 tons, up from 40,205 tons in 2007.
The subsidiaries of Birlik Pazarlama include
Hero Gıda, Netlog Lojistik and PNS Pendik
Nişasta.
Birlik Pazarlama sold its Tire Kutsan
shares, which had a registered value of
TRY 3,195,000, at TRY 6,400,000.
The production is carried out in compliance
with ISO 9001-2000, ISO 14001-2004, ISO
22000, OHSAS 18001-1999, HACCP, BRC and
IFS certification standards.
İdeal Gıda ranked 398th in the Istanbul
Chamber of Industry list of Turkey’s Top 500
Industrial Enterprises in 2007.
ÜLKER BİSKÜVİ
25
İstanbul Gıda-Birleşik
Dış Ticaret
İstanbul Gıda was established in 1987 to
undertake international sales and marketing
of all products of Yıldız Holding. Established
in 1999, Birleşik Dış Ticaret is another export
company of Yıldız Holding, and has a branch in
the Atatürk Airport Free Trade Zone.
These two companies export Ülker products to
more than 110 countries, including the Balkans
and the Middle East in particular, and also the
United States, Europe, the Turkic Republics,
Africa and the Far East, through their powerful
sales and distribution channels.
İstanbul Gıda-Birleşik Dış Ticaret owns
warehouses with a capacity of 13,450 pallets,
which meet all requirements.
Biskot Gıda
Ülker Bisküvi acquired Biskot Gıda, operating
in three factories in the Karaman Industrial
Estate, in 1999. In 2006, Biskot Gıda sold the
cake factory - one of its four factories - to AGS
Anadolu Gıda, in which it has a 99% share.
In 2007, Biskot Gıda sold its shares in AGS
Anadolu Gıda to its shareholders.
Providing jobs to around 2,700 people at
the three factories in the Karaman Industrial
Estate, Biskot Gıda is the most important
industrial enterprise and the biggest employer
in the region.
Significant increases in the production
capacity of the chocolate facility with a
winkler molding line, semi-finished chocolate
preparation facilities, wafer production facility,
Rulokat ovens, granulated cakes line and
karpuf line were recorded, in addition to the
existing ones. The average capacity utilization
rate was 78% at the biscuit facilities, 82%
at the wafer facilities, and 78% at the
Rulokat facilities with newly added ovens.
The average annual capacity utilization rate
at the chocolate facilities is 55%, although
seasonally it goes up to 67%.
26
Subsidiaries
Biskot Gıda increased its biscuit production
from 5,221 tons in 1999 to 101,907 tons in
2007 through new investments and efficiency
improvements.
Biskot Gıda’s product portfolio includes
Petitbeurre-Finger-Picnic, Cream and Sandwich
Biscuits, Chocolate Covered Bar, Chocolate
Flavored Wafer, Rulokat, Çokomel, Cream
Chocolate, Special Biscuits, Special Chocolate,
crackers and most recently, Mavi Yeşil branded
products in the reduced calorie segment, which
have a fast growing consumption rate.
In addition to the Ülker, Alpella, Halk and Karsa
brands, the Company continues to produce
“private label” crackers, marshmallows,
wafers, chocolate and chocolate covered
products in three different factories.
Biskot Gıda ranked 204th in the Istanbul
Chamber of Industry list of Turkey’s Top 500
Industrial Enterprises in 2006, and 208th in
2007. Its position did not decline even though
it sold one of its four factories, the cake
factory, to AGS-Anadolu Gıda in 2006.
Biskot Gıda has ISO 9001 Quality Management
System, ISO 22000 Food Safety Management
System, ISO 14001 Environmental
Management System certifications and
received the Global Food Standard (BRC)
quality certificate in 2008.
Atlas Gıda Pazarlama
Atlas Gıda Pazarlama is one of the leading
companies of bakery products in terms of
sales and reach. It issues invoices to 80% of
170,000 points of sale throughout Turkey,
which are visited at least once a week.
Established in 1987, Atlas Gıda Pazarlama
carries on an efficient and widespread
distribution/marketing operation in 10
regions across Turkey, in addition to its
head office organization in Istanbul.
Atlas Gıda Pazarlama’s organization
of distribution channels consisted of
distributors, chain markets, local markets
and sales representatives in 2007, although
it transferred the Chain Markets to a newly
established Group company, Pasifik Gıda
Pazarlama, at the end of 2007.
• Distributors: Atlas Gıda Pazarlama’s 132
distributors market the products they buy from
the Company to the regions and points of sale
through their own sales organization.
• Sales representatives: Using vehicles
hired from Atlas Gıda Pazarlama, sales
representatives’ organizations buy and sell
products to points of sale allocated to them in
Istanbul, Ankara and Izmir. There are 160 sales
representatives in total working for Atlas Gıda
Pazarlama.
Following the restructuring in 2005, Atlas
Gıda Pazarlama has focused primarily on
the domestic distribution of biscuits, cakes,
crackers and some chocolate covered products.
There are 40 brand names in Atlas Gıda’s
portfolio.
Following the establishment of a Category
Assistant General Manager’s Department, the
Company was able to implement different
promotional and consumer initiatives for
different product categories in parallel to its
rapidly expanding product portfolio, develop
storage and logistics strategies on a product
basis, and measure its delivery efficiency more
accurately.
ANNUAL REPORT 2008
Godiva
With the agreement signed in December 2007,
the world’s leading premium chocolatier brand,
Godiva, has become an official member of
Yıldız Holding. Ülker Bisküvi played an active
role in this process by acquiring 25.23% shares
of Godiva.
Godiva, established in Brussels in 1926
by Joseph Draps, takes its name from the
legendary story and personality of Lady
Godiva, and has been producing premium
chocolate products for 80 years. The Godiva
brand serves its customers through 450
stand alone boutiques and 9,300 sales
points worldwide with more than 60 products
ranging from premium chocolates to biscuits,
from coffee to cocoa, chocolate drinks, cakes
and chocolate bars. Having opened its first
boutique in the United States on New York’s
Fifth Avenue in 1972, Godiva offers its products
throughout four geographic regions, including
North America, Japan, the Pacific region and
Europe.
The world trend, leaning towards a
combination of biscuit-chocolate, has made
a big imprint on Ülker Bisküvi’s partnership
with Godiva by 25.23%. In an important
breakthrough, Ülker Bisküvi is taking
advantage of this opportunity by sharing
experiences and acquiring a synergy in the
international arena.
Regarding the synergy that will be acquired
by joining Yıldız Holding, Jim Goldman, Godiva
CEO, asserted in an interview to Capital
magazine in May 2008 that they were very
impressed when they saw the technology
Yıldız Holding owns in biscuit and chocolate
production. He stated, “In comparison to us,
Yıldız Holding has great opportunities for
growth in markets such as Turkey and Middle
East, where they know the markets better than
we do. As a member of the Yıldız family, we
intend to increase investments and growth
rates. This business can definitely reach a
billion dollar level”.
ÜLKER BİSKÜVİ
27
Other Subsidiaries
• Besler Gıda produces oil, the main raw
material in biscuit and wafer production,
• PNS Pendik Nişasta is one of the largest
companies in the corn and starch sector,
• Fresh Cake is an international joint-venture,
producing cakes,
• Sağlam GYO is a real estate investment
partnership which went public at the beginning
of 2007,
• Tire Kutsan is a publicly traded company
producing carton and cardboard boxes,
• BİM Birleşik Mağazacılık is a publicly traded
company operating in the field of markets and
stores.
28
Corporate
Governance
Ülker Bisküvi Family
A human resources policy,
open to development,
is necessary in order
to reflect advanced
technology and new
opportunities in business
life, while operating
under global competitive
conditions. Ülker Bisküvi is
maintaining its industrial
competitive advantage,
not only through
technology, but also by
big investments in human
resources.
Human Resources
Educational Breakdown (2008)
Vocational study
1%
High school
62%
Breakdown of Age Groups (2008)
Primary education
29%
Undergraduate
and above 8%
Breakdown of Seniority (2008)
5 years and less
41%
Between
6-10 years
27%
Between 11-19 years
23%
20 years
and more
9%
30 and below
42%
45 and above
6%
Between
31-44
52%
Yıldız Holding’s human resources policy
is conducted with a vision to shape and
implement a top notch human resources
organization in all the fields of business. Ülker
Bisküvi’s human resources operations are also
in keeping with the Holding policy.
The company’s mission in human resources
is to increase the competitiveness of Ülker
Bisküvi through efficient human resources
with a high quality of work, high motivation,
company loyalty and collaboration.
Under the conditions of global competition,
the key to realizing high technology and new
opportunities in business life is a human
resources policy open to development. Ülker
Bisküvi organizes employee satisfaction
surveys aimed at further increasing company
loyalty and motivation of employees and
creates development programs in keeping
with these results, as well as offering social
and sports activities for employees and their
families.
In 2008, the Process Project training courses
aimed at employee participation in the
resolution of problems and in the analyzing
processes were completed at the Istanbul/
Topkapı Factory.
As in previous years, the Smile Group, which
is organized on a voluntary basis, continued
a series of activities in order to increase all
employees’ motivation in the factories and to
strengthen the social communication network
and loyalty to the Company. All of the factories
took part in these efforts.
• In addition to technical visits between the
factories to increase the social communication
network, factory visits were also organized
for families of employees to provide them an
opportunity to see the working environment
and find out more about the Company.
• Employees were sent to football games with
Beşiktaş, Fenerbahçe and Galatasaray football
teams, sponsored by Ülker.
29
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
• The traditional football tournament was
successfully organized in 2008 as well.
Ranking teams were rewarded.
• The traditional company picnic took place,
where the employers have an opportunity to
relax with their families.
• Among activities for National Independence
and Children’s Day on the 23rd of April, a movie
festival for employee’s children was organized
under the sponsorship of Ülker.
• A big screen TV was installed at the dining
room and the community facility’s teahouse,
showing videos to inform and educate
employees during their break times.
• Feasible and successful ideas in the Mind
Cube platform were rewarded.
Ülker Bisküvi provides its employees in-house
and outsourced training opportunities in the
following areas:
A human resources policy, open to
development, is necessary in order to reflect
advanced technology and new opportunities
in business life, while operating under global
competitive conditions, in parallel with the
developments in the world. Ülker Bisküvi
is maintaining its industrial competitive
advantage, not only by technology, but also by
big investments in human resources.
Corresponding to the idea that each manager
should also be a good human resources
manager, all managers are informed about
human resources in order to better enable their
personal development.
Regarding employees as “our biggest capital”
and “our most important asset”, Ülker Bisküvi
is committed to ensuring and supporting
the development of its employees not only
for business targets and competitiveness
of the Company, but for their own personal
advancement as well.
Support for the personal and professional
development of employees is done through
Training and Development Programs, so that
they can maintain top performance in their job
and prepare Ülker Bisküvi and themselves for
the future.
• Quality Systems (Food Chemicals Hygiene
and Use, ISO 14001 Environment Management
Systems, OHSAS 18001 Briefing, ISO 22000
Food Safety, etc.)
• Personal Development (Problem Solving and
Decision Making Techniques, Interpersonal
Relations Management and Communication
Skills, Emotional Intelligence in Business Life,
Negotiation Techniques, etc.)
• Foreign Languages (English, etc.)
• Technical Training (Pneumatic, Mechatronics,
Siemens S7 200, Siemens S7 300, etc.)
• On-the-job (Color Coding of Waste, Control
and Management of Solid and Hazardous
Wastes in the Laboratory, Oven Use, Cold
Room Control and Coordination, etc.)
• Job orientation (Job start program, factory
visit, etc.)
Ülker Bisküvi uses the Performance
Management System, based on aims and
competencies, to reward and identify
employees’ potential and achievements. The
Performance Management System is aimed
at improving the skills of each and every
employee and their contribution to the vision
of Ülker Bisküvi.
Major competencies of Yıldız Holding have
been defined under the following headings,
Consumer-focused, Team Work Disposition,
Innovation, Result-oriented, Effective Problem
Solving.
A Collective Labor Negotiation was signed
in March 2006 with Öz Gıda İş Trade Union
for the period from 1 January 2008 to 31
December of 2009. Ülker Bisküvi’s senior
and employee termination benefit, as of 31
December 2008, was TRY 13,487,009.
30
R&D, Quality
and Environment
Activities
One of the greatest
projects Ülker Bisküvi
realized in 2008 was the
“Hanımeller Large Sized
Cookie” product segment.
In addition, 13 new
products in the biscuit,
wafer and cracker group,
two product developments
and seven packaging
developments were
completed successfully.
Ülker Bisküvi, offering innovative products that
appeal to the traditional taste buds of Turkey
and world, defines the ethical principles in
R&D practices as follows:
• Using scientific methods and techniques to
search for, find and report the facts,
• Caring for the people, environmental health
and public good in keeping with the laws and
regulations in effect as well as the principles
and targets of the Group,
• Giving the utmost importance to ensuring
customer satisfaction and meeting customer
needs,
• To provide food safety-quality-price-variety
optimization in products,
• Acting in line with the principle that “we
never offer our customers any product that we
will not consume ourselves.”
Ülker Bisküvi, with the professional and
experienced R&D staff, continued to develop
new products parallel to its sense of quality,
and brought its innovative approach to a
higher level in 2008 as well.
One of the greatest projects Ülker Bisküvi
realized in 2008 was the “Hanımeller Large
Sized Cookie” product segment. In addition
to the biscuit, wafer and cracker group,
the following projects were completed
successfully:
• 13 new products (Hanımeller Kurabiyem
with Hazelnut, Hanımeller Kurabiyem with
Chocolate Chips, Clip Light Crackers, Biskrem
with Hazelnut, Hanımeller Negrita, Hanımeller
Papatya, Çizi with Olives and Thyme, Çizi
with Tomato and Basilicum, Halk Tatbeni
Mosaic, Clip Cracker, Rich in Grains, Başak
with Linseed, Canpare with Coffee, 9 Kat Tat
Chocolate Wafer)
• Two product developments (Woopie ice
cream biscuit, Alpella Ring)
• Seven packaging developments (Rondo
Cheesecake 4 in 1, Rondo Cheesecake, Başak
12 in 1, Germany Halley 10 in 1, Export
Alpella Ring 10 in 1, Alpella Ring 30 gr,
Chocosandwich).
In 2008, the products developed as a result
of R&D activities represented 1.8% of the
total product tonnage of the Ankara Factory,
and 2.5% of the total product tonnage of the
Istanbul Factory. The Ankara R&D department
is still working on 60 new projects and the
İstanbul Factory is working on 37 new projects.
In 2008, in order to guarantee the
standardized, reliable and free from human
mistakes production quality of Ülker products,
which are consumed by people of all ages
and all cultures, the following activities were
performed as well.
Many periodical tests and analyses were
conducted on raw materials, packaging, semiprocessed items and final product evaluation.
Production trials with physical, chemical and
microbiologic analyses were performed on
a total of 105 alternative raw materials in
Ankara, and on a total of 67 alternative raw
materials in Topkapı.
In addition, analysis results performed by
accredited laboratories were requested from
suppliers and have been recorded in 2008.
Within the scope of defined analysis methods
and plans, routine activities in process and
CCP controls, shelf life analyses, scoring,
appliances, environment and employee
hygiene supervision are continued.
As for standardized production of Ülker
products, and to determine the differences
between similar products of competitive
companies, an audit was made on four
products (Biskrem, Pötibör, Hanımeller and
Baby Biscuit) in 2008.
As in the previous year, Employee Hygiene
Training was organized in order to guarantee
product safety and hygiene in 2008.
Ülker Bisküvi has the objective to meet
customer expectations at the highest possible
level and increase customer satisfaction
constantly. The Company investigated
customer feedback about the products
received by the Feedback Center department
carefully and took necessary corrective and
preventive action. In addition, tests and
analyses were made in cooperation with the
suppliers to prevent quality-related problems
at the source.
Implemented in 2007, SAP was developed
into a more extensive and active application
in 2008. Thus, all controls and analyses were
commenced to be conducted on SAP which
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
enabled them to be stored and monitored
easily on magnetic tapes.
Fire systems in the facilities are regularly
maintained in order to prevent fuel loss and
increase efficiency.
Ülker Bisküvi adopts the principle to produce
“Delicious, Healthy and Safe” products,
which are in compliance with the laws and
regulations, under hygienic conditions,
consistently and with a superior quality. In
2008, this approach was certified by the
renewal of the following documents;
• ISO 9001:2000 Quality Management System,
• ISO 22000 Food Safety Management System,
• TS 18001 Occupational Health and Safety
Management System,
• BRC (Achieved Grade: A)
• IFS (at Higher level)
Ülker Bisküvi received ISO 14001 Environment
Management System certificate thanks to the
emphasis put on the environment during the
production process in 2008.
The environmental policy of Ülker Bisküvi is
shaped along the following principles and
objectives:
• To bring under control all wastes resulting
from activities and all kinds of contamination,
• To educate both the employees and the
suppliers and business partners regarding this
issue,
• To support efficient use of natural resources
and energy sources and to prevent loss,
• To perform as per defined standards and
regulations in this area.
Training for employees and business partners
were organized, and actions were taken to
raise awareness for sustaining a habitable
world along these principles and objectives.
Both factories of Ülker Bisküvi own the
emission permission certificate. According
to the results of emissions measurements,
among the greenhouse gases, only carbon
dioxide is produced. The resulting figure, upon
consumption of natural gas, is far below the
limit values as per regulation.
31
A system has been developed for collecting
wastes separately at the origin. This
is essential for controlling waste and
contamination resulting from production, in
accordance with the laws and regulations.
External fields for waste have been formed
to store separately collected wastes
appropriately for a temporary period, as
subject to environment regulations. Thus, all
wastes resulting from production are collected
in the appropriate waste units at the external
fields for waste and delivered to the contractor
under the responsibility and control of the
Environment Management Representative.
As for 2008, Ülker Bisküvi has made an
investment of TRY 1,000,000 for the waste
water facility in the Ankara branch, and the
system currently has a modern structure. At
the same time, the capacity of the waste water
treatment facility increased by 100%.
As of result of the investment in the Waste
Water Treatment Facility:
• The top of the treatment pools have been
covered to prevent a negative impact on the
environment and to protect the facility from
bad weather conditions.
• The airing system in the aeration and
balancing pool has been enhanced. Thus, a
more efficient and homogenous aeration is
provided.
• The capacity of the balancing pool was
increased (water for one day) and waves have
been minimized.
• In the floatation unit, 20 microns of air have
been added and floatation and resolution
has been made. KOI (Chemical Oxygen
Consumption) fell by 60%.
• Test equipment was bought to analyze waste
water so that a quicker and efficient analysis
of water quality is obtained.
32
Stockholder
Relations and
Profit Distribution
Policy
Ülker Bisküvi shares
have acted in parallel
to the general trends
in 2008. Consequently,
Ülker Bisküvi shares
have been preferred
by those investors
who tend to make a
long-term investment
far from speculative
considerations, also
aiming at an attractive
dividend alongside a
balanced price course, and
looking for a stable return
compared to alternative
investment opportunities.
Relations with stockholders are managed by
İlhan Turan Usta, Finance and Accounting
Manager of Ülker Bisküvi, and Semih Atalay,
Capital Markets and Investor Relations
Coordinator of Yıldız Holding.
This unit holds meetings with local and
foreign investors, as well as attending investor
conferences organized at home and abroad. To
this end, the Investor Relations Unit met with
many local and foreign corporate investors in
2008.
Ülker Bisküvi meets with investors in “Investor
Meetings” organized by local and foreign
investment banks and investment institutions.
Ülker Bisküvi generally participates in every
meeting where it has been invited. In the
meetings with foreign and local investors
and shareholders, the Company shares
information about activities and future ideas,
plans and expectations. As long as they are
not confidential and are shared previously,
the Company answers all questions in a
straightforward and clear manner.
Relations with shareholders are managed
by Erdal Atak, the CMB-UFRS Expert in the
Department of Finance. This unit manages
the communication with ISE, CMB, CRA
(Central Registry Agency) and ISE Settlement
and Custody Bank (Takasbank), and informs
shareholders of announcements from these
bodies. It also organizes meetings with
shareholders upon their request, or on a
project basis as required, in addition to the
ordinary and extraordinary shareholders’
meetings.
A Balanced and Stable Course on ISE
The negative developments in the international
markets and the impact and pressure of the
losses in ISE caused local and international
investors to make more cautious decisions.
They are also anxious about the future. Ülker
Bisküvi shares have acted in parallel to the
general trends in 2008.
Consequently, Ülker Bisküvi shares have been
preferred by those investors who tend to make
a long-term investment far from speculative
considerations, also aiming at an attractive
dividend alongside a balanced price course,
and looking for a stable return compared to
alternative investment opportunities. Ülker
Bisküvi shares are traded on the ISE National
Market under the ticker symbol ULKER.IS.
After the merger, Ülker Bisküvi has become one
of the biggest companies on the ISE in terms of
both volume and market value.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
Source: Reuters and Bizim Menkul Değerler
Company
Ülker Bisküvi
Reuters & Foreks Code
ULKER.IS
ISIN Code
TREULKR00015
Industry
Food
XU100
XU050
ISE Index Listings
Profit Distribution Policy
Ülker Bisküvi has adopted the principle
of determining the amount of dividend to
be distributed according to the resolution
adopted in the Shareholders’ Meeting within
the framework of Turkish Commercial Law,
provisions of the CMB, and the provisions laid
down in the Articles of Incorporation, which
will not be less than the rate and amount fixed
by the Capital Market Board, and distributing
it within the legal periods designated by the
CMB.
XUTUM
XUSIN
XGIDA
XSANK
Price (TRY) 31.12.2008
1.76
Free Floatation (%)
31
310,643
Free Floating Market Value (‘000 USD)
96,299
Average Trading Volume (‘000 USD) (01 January 08-31 December 08)
1,543
Beta
0.81
2004
2005
2006
2007
2008
Maximum
1,360,773
1,085,083
1,069,449
1,131,223
1,081,239
Minimum
179,105
589,681
452,504
620,739
243,951
TRY
115.5
(2.1)
(20.9)
43.4
(61.9)
USD
122.0
(1.3)
(24.5)
73.9
(71.0)
60.7
(38.5)
(19.6)
1.0
(21.2)
Share Performance (%)
According to ISE 100
33
Profit distribution proposals made by the
Board of Directors to the General Meeting
keep a sensitive balance between the
expectations of the shareholders and the
growth requirements of Ülker Bisküvi in
consideration of the existing conditions of the
national economy and the industry in which
the Company operates.
The principle of distributing the dividends in
cash and/or as free shares, and the shares A
and B and the founding shares are privileged
to have shares from the profit at the rates laid
down in the Articles of Incorporation.
Furthermore, the Articles of Incorporation
also states that employees shall be paid merit
bonuses from the profit according to their
performance. Although there is a provision on
payment of advance dividend in the Articles
of Incorporation, this method has not been
exercised to date.
34
Social
Responsibility
Projects
Ülker Bisküvi’s social
responsibility approach
is based on respect for
the environment and care
for a healthy lifestyle as
reflected in its products.
In addition, the Company
gives moral and material
support to the projects of
Yıldız Holding.
Respect for Environment in Production
Ülker Bisküvi follows environmental policy, not
only in the context of legal obligations, but
with the awareness of a citizen of the world.
The activities are based on the strategy to
reduce greenhouse gas emission, which is the
greatest cause of global warming. With this
objective, fuel systems used in the Company’s
production facilities are maintained regularly
in order to prevent fuel loss and increase
efficiency. According to Control of Industrial
Facilities Origination Air Pollution Legislation,
the smoke gas emission measurements are
below the legal limits prescribed by law.
Ülker Bisküvi’s activities for environmental
protection are not only limited to greenhouse
gasses. In regard to water issues, which gains
importance every day, efficient utilization
activities are continuously executed. The
purification facilities in the Ülker Bisküvi
factories each year clean more than 78,360
cubic meters of water and make it reusable.
In addition to the above, used paper, plastic
and batteries are collected separately and
disposed of appropriately within the Company.
Importance Given to Healthy Nutrition
Ülker Bisküvi takes the nutritional needs,
amount of consumed foods and frequency of
consumption into account in R&D practices.
Consequently, with this information in
mind, the Company introduces a selection
of products suitable for the needs of the
consumers.
Keeping in mind our strategy for the
introduction of healthy products, in June
2007 Ülker Bisküvi stopped using trans
fats in all of its products. The Company is
also differentiating itself by developing
healthy products, thanks to the technological
infrastructure.
Ülker Bisküvi contributes healthy nutrition with
its products, not only to Turkey, but also to
consumers around the world.
35
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
Support for Yıldız Holding’s Social
Responsibility Projects
Since its inception, Yıldız Holding has
undertaken social responsibility projects aimed
at social development, as well as contributing
to the economic development of Turkey. The
wide-ranging social activities of the Group
range from environmental protection to sports.
The Company focuses especially on projects
that invite children to get involved with life.
Another activity within the scope of the
“Grassroots” project are football villages.
This activity was first organized in Van in
2007. It has continued for two terms in
four different cities: Sinop, Bolu, Sivas and
Isparta. In football villages children are not
only taught to play football, but they are
also given information on nutrition, personal
development, chess and environmental
awareness.
Another activity Yıldız Holding is proud of
hosting is the movie presentation for children
on April 23 at the National Independence and
Children’s Day. In 2008, Ülker sponsored the
movie “Nim’s Island”. It was shown free in 123
movie theaters in 33 cities. 125,000 children
had the opportunity to watch the movie,
and for many it was the first time in a movie
theater.
As the flagship of Yıldız Holding, Ülker Bisküvi
continues support for social responsibility and
sponsorship projects undertaken by the Group.
The Football and Basketball Festival is where
sports is paired with fun for thousands of
students from all over Turkey. The Festival is
organized each year in a different city and
students learn cooperation, fair play and
friendship, in addition to sports.
Yıldız Holding, building close relationships
with youth and children, supports professional
football and also projects for children, who
the Company considers to be the future of
Turkish sports. The Grassroots project has
been undertaken that aims to get children into
the habit of participating in sports. This project
is undertaken in cooperation with the Turkish
Football Federation. Children between the ages
of 6-12 can enroll at the Grassroots centers for
free in Istanbul, Adana and Trabzon.
The sports projects have introduced over
20,000 children to sports to date. They have
seen new places and enjoyed having a chance
to just be children. In the last months of 2008,
with sponsorship for the Tournament for the
Handicapped, the number of participating
children reached 26,000.
Yıldız Holding, while undertaking projects
for the physical and mental development
of children, also did not neglect their
environment and the land where they live.
The Company is one of the initial supporters
of TEMA’s rural development projects. Yıldız
Holding has supported three villages in Edirne
and Kırklareli. Under this project, pastures in
those villages have been cleared. New fruit
saplings have been bought, activities such
as viniculture, apiculture and alternative
seeds plantation increased the income of the
villages.
As children are of the utmost importance, the
Holding is continuing investment in education,
environment and sports. The Company also
supports congresses and conferences which
contribute to the development of the industry
in which it is active.
36
Principles Compliance
Report
1. Declaration of Compliance with the
Corporate Governance Principles
Our Company is aware of the importance of
the implementation of the principles included
in the Corporate Governance Principles
published by the Capital Market Board in 2003
and revised and finalized in 2005, and has
undertaken necessary work and continues
to show necessary care to make further
progress in this process. Please find below
the evaluations and findings of our Company
in respect to the level of compliance with the
Corporate Governance Principles, as well as its
comprehensive opinion for the improvement of
the level of compliance in terms of scope and
nature. In brief;
• The organization of stockholder relations has
been restructured.
• Arrangements have been made in respect to
trading of insider information.
• Working guidelines of committees have been
reshaped.
• The website has been designed as stated in
the Principles.
• Work has been undertaken for the
Compliance of the Articles of Incorporation
with the Corporate Governance Principles.
• Work has been undertaken for the
organization of a Corporate Governance
Committee and for the reorganization of the
Audit Committee under the Board of Directors.
It is also planned to gradually implement
those principles which have not yet been
implemented, although this has not led to
any conflict of interests between the interest
owners to date.
The following Corporate Governance Principles
Compliance Report has also been disclosed to
the public on the Company’s website at
www.ulkerbiskuvi.com.tr.
SECTION I - STOCKHOLDERS
2. Stockholder Relations Unit
Relations with stockholders are managed by
İlhan Turan Usta, Finance and Accounting
Manager of Ülker Bisküvi, and Semih Atalay,
Capital Markets and Investor Relations
Coordinator. They also respond to queries
made by our stockholders in writing or via
Internet as well as attending investor meetings
held in Turkey and abroad. Their contact
details are given below:
Semih Atalay
Capital Markets and
Investor Relations Coordinator
Kısıklı Mah. Ferah Cad. No: 1 B.Çamlıca
Üsküdar Istanbul/Turkey
[email protected]
+90 (216) 524 25 00
İlhan Turan Usta
Finance and Accounting Manager
Davutpaşa Cad. No: 10 34015
Topkapı Istanbul/Turkey
[email protected]
+90 (212) 567 68 00
Relations with shareholders are managed by
Erdal Atak ([email protected]), the CMBUFRS Expert in the Department of Finance.
This unit manages the communication with
ISE, CMB, CRA (Central Registry Agency) and
ISE Settlement and Custody Bank (Takasbank)
and informs shareholders of announcements
from these bodies. It also organizes meetings
with shareholders upon their request, or on
a project basis as required, in addition to
the ordinary and extraordinary shareholders’
meetings.
3. Exercise of the Right of Access to
Information by Stockholders
The written or verbal requests of information
from our stockholders during the period have
been met, except those that are characterized
as business secrets or not disclosed to the
public. All information that might be required
for the exercise of the stockholders’ rights is
provided to our stockholders in our annual
reports, special case announcements and
through individual requests. Furthermore,
necessary information is also made available
to stockholders in general at the website:
4. Information on General Meetings
One Ordinary General Meeting was held in
2008.
Ordinary General Meeting:
The Ordinary General Meeting 2007, held
on 27 May, 2008, was attended by our
stockholders representing approximately
74% of the paid-in capital, which was TRY
268,600,000. No interest owner or media
came to the meeting.
As provided in the Law and Articles of
Incorporation, the invitation to the meeting
containing venue, date, time, agenda and
power of attorney form was made duly by
a notice given in Turkish Trade Registry
Gazette No. 7059, dated 9 May 2008, daily
newspapers Dünya and Referans of 8 May
2008 and via Internet, as well as by sending
registered mail to the holders of stocks issued
to name and to holders of stocks issued to the
bearer if they have lodged shares and notified
the Company of their address in advance.
The financial statements and reports, including
the annual report, the profit distribution
proposal, any necessary information
document prepared in relation to the items
on the agenda of the General Meeting, and
any other documents in support of the items
on the agenda as well as the latest version
of the Articles of Incorporation and the
copy of amendments and grounds thereof
if any amendment will be in the Articles of
Incorporation are made available to our
stockholders for review at the head office
and branch offices of our Company as from
the date of notice given for invitation to the
General Meeting.
In the General Meeting, information
about the issues on the agenda was given
in a straightforward and clear manner.
Shareholders were given equal opportunity to
express their feelings and ask questions and a
healthy discussion atmosphere was created.
No questions were raised by the stockholders
at the General Meeting, and no proposals were
made other than the items on the agenda.
5. Voting Rights and Minority Rights
Every stock has one vote, as per our Articles of
Incorporation.
The capital of our Company consists of Group
(A), (B), (C) and (D) stocks, and four members
of the Board of Directors can be elected from
among the candidates nominated by the
absolute majority of Group (A) stockholders,
and one member can be elected from among
the candidates nominated by the absolute
majority of Group (D) stockholders, and the
other members can be elected from among
the candidates nominated according to
the general provisions. There is no mutual
affiliation relationship between any of our
shareholders and our Company.
There is no provision in our Articles of
Incorporation that prevents voting by proxy as
the representative of stockholders not present.
6. Profit Distribution Policy and Date of
Profit Distribution
Within the scope of the Corporate Governance
Principles set forth by CMB, our Board of
Directors has adopted a profit distribution
policy as mentioned herein below as the
profit distribution policy to be proposed to the
General Meetings. Accordingly;
Our Company has adopted the principle of
determining the amount of dividend to be
distributed according to the resolution adopted
in the General Meeting within the framework
of Turkish Commercial Law, provisions of the
37
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
CMB, and the provisions laid down in the
Articles of Incorporation, which will not be less
than the rate and amount fixed by the Capital
Market Board, and distributing it within the
legal periods designated by the CMB.
Profit distribution proposals made by the
Board of Directors to the General Meeting
keep a sensitive balance between the
expectations of the stockholders and the
growth requirements of our Company in
consideration of the existing conditions of the
national economy and the industry in which
the Company operates.
public, to the relevant person in the shortest
time possible upon request. In addition,
stockholders’ requests for information are met
in writing or verbally by Erdal Atak, CMBUFRS Expert reporting to the Department of
Finance, and Semih Atalay, Capital Markets
and Investor Relations Coordinator of Yıldız
Holding. In the event of any important
developments requiring public information
during the year, necessary special case
announcements are also made in a timely
manner. Our annual report is prepared in detail
to ensure public access to any information
regarding the activities of the Company.
The principle of distributing the dividends in
cash and/or as free shares, and the shares
A and B and founding shares are privileged
to have shares from the profit at the rates
laid down in the Articles of Incorporation.
Furthermore, the Articles of Incorporation
also states that employees shall be paid merit
bonuses from the profit according to their
performance.
9. Material Case Announcements
Our Company issued 15 material case
announcements in 2008, pursuant to the CMB
regulations. No additional explanation was
requested by CMB in reference to the special
case announcements made by our Company.
There are no special case announcements
that have not been made in due time by our
Company.
Also, although there is a provision on
payment of advance dividend in the Articles
of Incorporation, this method has not been
exercised to date.
10. Company Website and its Content
All data related to informing the stockholders
in relation to our Company are available at
www.ulkerbiskuvi.com.tr both in Turkish and
English. The website contains the following
information:
- Information on Ülker Bisküvi and its
subsidiaries
- Vision of the Company
- Ethical rules and principles
- Information on the Board of Directors and the
General Manager
- Capital structure of the Company
- Organizational structure
- Social responsibility
- Trade registry information and Company
profile
- Articles of Incorporation
- Financial Statements and footnotes
- Annual reports
- Material case announcements
- Corporate Governance Principles
- Information on General Meetings (Agenda,
minutes, list of attendants and power of
attorney form)
- Company Information Policy
- Committees
- Press announcements (General Meeting
announcements, etc)
- Insider information list
- Broker companies’ reports
- Rating reports
- ISE stock performance
The stockholders were informed about the
profit distribution policy of our Company at the
General Meeting. This profit distribution policy
is disclosed to the public and is also included
in the Company’s website and annual reports.
7. Transfer of Shares
Article 10 of our Articles of Incorporation
provides for the transfer of shares issued to
name. According to the said Article, the shares
issued to name can be transferred in principle.
The transfer shall be effective as from delivery
of share to the transferee and registration into
the share book. The Company may refrain from
registering the transfer into the share book
without stating a reason.
SECTION II - PUBLIC INFORMATION AND
TRANSPARENCY
8. Company Information Policy
Company information policy is carried out
in accordance with legal regulations, CMB
legislation and the rules determined by legal
announcements. The Company prepared a
written document regarding public disclosure
and information and published it on its
website following the approval of the Board of
Directors.
Additionally, it is adopted as the basic
principle to make available any information
which has been already disclosed to the
11. Declaration of Individual Ultimate
Controlling Stockholder(s)
There is no individual ultimate controlling
stockholder in our Company. Our shareholder
structure is included in the annual report and
on our website.
38
Principles Compliance
Report
12. Public Disclosure of Persons who can
have Insider Information
Our Company has taken every precaution
necessary to prevent the use of insider
information, and the website lists the
executives who have access to information
that can affect the value of capital market
instruments, as well as other individuals/
entities from whom it receives services.
17. Social Responsibility
The social responsibility activities of Yıldız
Holding, under which our Company operates,
are listed in our annual report and are
also available at www.ulker.com.tr and
www.ulkerbiskuvi.com.tr. Our Company takes
utmost care about implementing such policies
that respect and support the environment,
sports, education and public health.
SECTION III - INTEREST OWNERS
SECTION IV - BOARD OF DIRECTORS
13. Informing the Interest Owners
In the event that the rights of interest owners
are not regulated by the legislation or
contract, their interests shall be protected
within the framework of the rules of goodwill
and by observing the prestige of Company to
the extent permitted by the resources of the
Company.
18. Structure and Composition of the Board
of Directors, and the Independent Members
The Board of Directors is composed of
seven members. In line with the Articles of
Incorporation, these members are elected by
the General Meeting. Four members can be
elected from among the candidates nominated
by the absolute majority of Group (A)
stockholders and one member can be elected
from among the candidates nominated by the
absolute majority of Group (D) stockholders,
and the other members can be elected from
among the candidates nominated according to
the general provisions.
Additionally, the employees have access to
circulars and announcements through the
internet portal of the Company. Some of
the important announcements are released
simultaneously to all employees via e-mail.
14. Participation of Interest Owners
in the Management
The Board of Directors consists of seven
members, as per our Articles of Incorporation,
and these members are elected by the General
Meeting upon recommendation of various
shareholders according to the provisions laid
down in the Articles of Incorporation.
Details of members of the Board of Directors
and the General Manager are provided below.
Name & Surname
Murat Ülker
Orhan Özokur
Ali Ülker
15. Human Resources Policy
The basic policy of the human resources
department is to develop a high performance
team with the improvement and development
of human resources building upon what has
been done to date.
The human resources policy adopted by
our Company is in general the policies adopted
by Yıldız Holding and these policies are
available at www.ulker.com.tr and
www.ulkerbiskuvi.com.tr. No discrimination
complaint was made against the human
resources policy implemented by our Company.
16. Information Regarding Relations
with Customers and Suppliers
Our Company seeks continuity of service
quality and standards at all stages of
production. Utmost care is taken about the
confidentiality of the customers and suppliers’
information that has the nature of trade
secrets. Customer satisfaction is one of the
basic principles of our Company.
Title
Vice-Chairman of the Board
Board Member, Managing Director
Necdet Buzbaş
Board Member
Mahmut Mahir Kuşculu
Board Member
Cengiz Solakoğlu
Board Member
Güven Obalı
Board Member
Mahmut Mahir Kuşculu, Cengiz Solakoğlu and
Güven Obalı serve on the Board of Directors as
independent members.
19. Qualifications of Members
of the Board of Directors
The minimum qualifications required for
election as a member of the Board of Directors
are in line with the qualifications set forth in
Articles 3.1.1., 3.1.2 and 3.1.5 of Section IV of
CMB Corporate Governance Principles. In the
Articles of Incorporation, there is a provision
requiring that the Board Members have a
sufficient knowledge of the legal framework
which regulates the activities of the Company,
and be qualified and experienced and able to
analyze the financial statements and reports
of the Company. Additionally, as per the
Articles of Incorporation, at least one third
of the members of the Board of Directors are
required to be elected from among university
graduates.
Our Board of Directors consists of seven
members, and this number ensures efficient
organization of the activities of the Board of
Directors.
20. The Vision of the Company
Our Company, and all companies of Yıldız
Holding, have been founded with the belief
that every person is entitled to enjoy a
pleasant childhood no matter which country
s/he may live in.
The vision of Ülker Bisküvi is to strengthen
its position as a most preferred brand by
consumers, and to be among the top five
companies in the world markets within the
next 10 years, particularly in the area of
bakery products.
The vision and mission of Yıldız Holding and
our Company have been made public and are
available at www.ulker.com.tr and
21. Risk Management and
Internal Control Mechanism
Activities regarding risk management are
carried out by the Committee in Charge of
Audit within the scope of Internal Control
Regulation. Furthermore, our Company is
also audited regularly by the audit units of
Yıldız Holding A.Ş., its principal shareholder,
and by independent auditors. The findings
of these audits are submitted to members
of the Committee in Charge of Audit and
other members of the Board of Directors.
Company workflows, procedures, powers
and responsibilities of employees have been
placed under control, subjected to constant
supervision within the framework of risk
management.
22. Powers and Responsibilities of Members
of the Board of Directors and Executives
The powers and responsibilities of members
of the Board of Directors and executives are
clearly set forth in the Articles of Incorporation
available at www.ulkerbiskuvi.com.tr.
The Board of Directors exercises its powers
having all the information required, prudently
and within the framework of rules of goodwill
to ensure proper fulfillment of its role.
39
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
23. Principles of Activity
of the Board of Directors
The Board of Directors held 27 meetings in
2008. Utmost care is taken to determine the
date of meetings to allow all members to
attend. The Board of Directors meets at least
once a month regularly and as pre-scheduled
and irrespective of this period, whenever it is
deemed necessary.
The information on the Audit Committee is as
follows:
24. Non-Transaction and Non-Competition
with the Company
Members of the Board of Directors do not have
any transaction or activity that may be within
the scope of prohibition of transaction and
competition with the Company and, hence,
require permission from the General Meeting.
25. Ethic Rules
Ülker Bisküvi is a member of a Group that
produces quality and healthy products,
respects its employees, cares for the rights
of shareholders, suppliers and customers, is
law-abiding, attaches importance to values
of the society, bears social responsibility,
has adopted such principles of management
that are based on the highest level respect,
cooperation, high performance of work,
honesty, consistence, respect, confidence and
responsibility between executives, employees,
suppliers and customers, and that endeavors
to improve these principles.
The ethic rules adopted by Yıldız Holding
companies are implemented in all group
companies, and these ethic rules also covering
our Company have been made public and
are available for the information of our
stockholders at www.ulker.com.tr and
26. Number, Composition and Independence
of the Committees in the Board of Directors
Audit Committee:
The Audit Committe, which was established
with the decision of the Board of Directors
dated 22 May 2006, has been reorganized
as per Communiqué No: 22, Series: X of CMB
following the decision of the Board decision on
5 August 2008. The Audit Committe ensures
that financial and operational activities of
the Company are carried out on a solid and
healthy base. Working under the Board of
Directors, the Committee is responsible for
following up the processes of the accounting
system, auditing and disclosure of financial
information, and internal control system. This
committee meets whenever required, which
should be no less than quarterly.
Name,
Surname
Title
Position
Mahmut Mahir
Kuşculu
Chairman Board Member
of the
(Independent)
Committee
Güven Obalı
Committee Board Member
Member
(Independent)
Musa Doğan
Committee Inspector
Member
Corporate Governance Committee:
Following the decision of the Board on 5
August 2008, a Corporate Governance
Committee was established within the
Company as per CMB Corporate Governance
Principles. Being responsible to the Board
of Directors, the Committee meets whenever
required, which should be no less than three
times in a year.
The information on the Corporate Governance
Committee is as follows:
Name,
Surname
Title
Cengiz
Solakoğlu
Chairman of
Board Member
the Committee (Independent)
Semih
Atalay
Committee
Member
İlhan Turan Committee
Usta
Member
Position
Holding Capital
Markets
Coordinator
Finance Director
27. Financial Benefits Provided for
the Board of Directors
The fees of members of the Board of Directors
are determined separately for each by the
General Meeting in view of the financial
conditions of the Company. It has been decided
to pay a monthly gross fee of TRY 2,200 to
each member of the Board of Directors in
2008, pursuant to the decision adopted at the
General Meeting.
No member of the Board of Directors or
executive has been either directly or through
a third party, given any loan, or allowed to use
any credit, or provided any guarantees during
this period.
40
Profit Distribution
Proposal
At Meeting number 534, dated 27 April 2009, the Board of Directors of Ülker Bisküvi, reviewed the consolidated income statement, which was issued
in accordance with the Capital Market Board’s Communiqué No: 29, Series XI and which passed the independent audit, and the profit distribution
table, which was prepared in view of the Capital Market Board’s resolutions number 7/242, dated 25 February 2005, and number 21/537, dated 05 May
2006 as well as resolution number 1/6, dated 09 January 2008, regarding the calculation of the net distributable annual profit from the activities in
2007 in respect of the companies that are open to public offering; and decided to distribute dividends in cash against dividend coupons No. 6 for the
founding shares and against dividend coupons 2008 for the group A, B, C and D shares. It was decided to submit a proposal to our shareholders to the
Ordinary General Meeting to distribute the intended TRY 3,898,316.71 gross and TRY 3,313,569.20 net sum of dividends in accordance with article
34 of our Articles of Incorporation on profit distribution on the basis of cash dividend at the gross amount of TRY 0.01122 (1.12%) and net amount of
TRY 0.00953 (0.95%) for each ordinary share with a nominal value of TRY 1, so that the gross amount of TRY 3,012,376.71 (net 2,560,520.21) will be
distributed to the ordinary shares and gross amount of TRY 531,684.49 (net 451,931.82) will be distributed to Group A and B shares, and gross amount
of TRY 354,255.50 (net 301,117.18) will be distributed to the founding shares and the remaining revenue to be recorded in the account of Extraordinary
Reserves.
Profit Distribution Table for 2008
1. Paid-in / Issued Capital
268,600,000.00
2. Total Legal Capital Reserve (According to legal records)
As per Articles of Incorporation, if there is a privilege in the profit distribution,
information regarding this is as stated below;
40,281,577.11
An amount 17.65% of the first dividend will be
distributed to A and B group shareholders, 11.76% of
the first dividend will be distributed to the registered
dividend right certificate holders.
As per SPK
As per legal records (LR)
3. Term Profit
20,130,810.00
15,372,842.05
4. Taxes Due (-)
(4,445,576.00)
0.00
5. Net Term Profit (=)
15,685,234.00
15,372,842.05
0.00
0.00
6. Losses of previous years (-)
7. Primary Reserve (-)
8. NET DISTRIBUTABLE TERM PROFIT (=)
9. Donations within the year (+)
10. Net distributable term profit that includes donation for calculation of first dividends
768,642.10
768,642.10
14,916,591.90
14,604,199.95
145,291.67
15,061,883.57
11. First dividend to shareholders
3,012,376.71
- Cash
3,012,376.71
- Free
- Total
12. Dividend to privileged shareholders
13. Dividend to the members of the Board of Directors, Employees etc.
14. Dividend to Redeemed Shareholders
3,012,376.71
531,684.49
0.00
354,255.50
15. Second dividend to shareholders
0.00
16. Second Issue legal reserve funds
0.00
17. Status Reserves
0.00
18. Special Reserves
0.00
11,018,275.19
10,705,883.24
20. Other resources planned for distribution
19. EXTRAORDINARY RESERVES
0.00
0.00
- Profit of the previous year
0.00
0.00
- Extraordinary Reserves
0.00
0.00
- Other reserves to be distributed as per law and Articles of Incorporation
0.00
0.00
ANNUAL REPORT 2008
41
ÜLKER BİSKÜVİ
INFORMATION OF DISTRIBUTED PROFIT RATIO
INFORMATION OF DIVIDEND PER SHARE
GROUP
GROSS
DIVIDEND PER 1 TRY NOMINAL
VALUED SHARE RATIO (%)
AMOUNT (TRY)
RATIO (%)
A
356,238.92
23,981.09
2,398,108.97
B
175,445.57
23,981.09
2,398,108.97
3,012,376.71
0.01122
1.12
C and D
FOUNDER
TOTAL
354,255.50
3,898,316.71
A
302,803.08
20,383.93
2,038,392.62
B
149,128.73
20,383.93
2,038,392.62
2,560,520.21
0.00953
0.95
C and D
NET
TOTAL AMOUNT OF
DIVIDEND (TRY)
FOUNDER
TOTAL
301,117.18
3,313,569.20
RATIO OF THE DISTRIBUTED DIVIDEND OVER THE NET DISTRIBUTABLE TERM PROFIT INCLUDING DONATIONS
AMOUNT OF DIVIDENDS,
DISTRIBUTED TO PARTNERS (TRY)
RATIO OF THE DISTRIBUTED DIVIDEND TO SHAREHOLDERS OVER THE NET
DISTRIBUTABLE TERM PROFIT INCLUDING DONATIONS (%)
3,898,316.71
25.88
GROUP
FOUNDER SHARES
TOTAL DIVIDEND AMOUNT
(TRY)
QUANTITY
DIVIDEND PER SHARE
(TRY)
GROSS
354,255.50
22,171.00
15.97833
NET
301,117.18
13.58158
42
Audit Board
Report
Company
* Title
:
* Head Office
:
* Capital
:
* Field of Business
:
Names and surnames of auditor(s),terms of :
office, whether they are shareholders or employees of the Company
Number of the Board of Directors and
:
meetings attended and the Audit Committee meetings held
Scope, dates and conclusion of review made :
on the shareholders’ accounts, books
and documents
Dates and results of counts made by
:
the Company cash office pursuant to
Turkish Commercial Law Article 353, paragraph 1, sub-paragraph 3
Dates and results of review made pursuant
:
to Turkish Commercial Law, Article 353,
paragraph 1, sub-paragraph 4
Any complaint or corruption reported and
:
relevant action taken ÜLKER BİSKÜVİ SANAYİ A.Ş.
İSTANBUL
268,600,000.-TRY.
Production of biscuits, chocolate covered products and wafers.
Ataman Yıldız, Nurettin Aliz, Musa Doğan
Their term of office is 1 year.
The auditors are neither shareholders nor employees of the Company.
Attended four meetings of the Board of
Directors in 2008 and the Audit Committee
meetings were held monthly.
The Company accounts, books and documents were duly audited at the end of every month,
and it has been found that the statutory books have been kept in compliance with the provisions of its Articles of Incorporation and the Turkish Commercial Law.
Since the Company does not have any cash in the cash office and all payments and receipts
are realized through check and bank channels, no counts have been made.
The required review was made at the end of every month, and the existing securities and
negotiable instruments have been found in
accordance with the records, and other duties assigned to the auditors in the other
paragraphs of the same article have been fulfilled.
No complaint or corruption was reported verbally or in writing to us during our term of office.
We have reviewed the accounts and transactions of ÜLKER BİSKÜVİ SANAYİ A.Ş. for the period
01 January 2008 to 31 December 2008 in accordance with the Turkish Commercial Law, Articles
of Incorporation, other applicable regulations and generally accepted accounting principles and
standards.
In our opinion, the annexed balance sheet dated 31 December 2008 reflects the financial status of
the Company at that date, and the income statement for the period from 01 January 2008 to
31 December 2008 reflects the results of activities in that period accurately and correctly, which
we agree with the contents, and the profit distribution proposal appears to be in compliance with
the laws and Articles of Incorporation of the partnership.
In conclusion, we hereby kindly request you consider and vote for the approval of the balance
sheet and income statement, and granting discharge to the Board of Directors.
Auditor
Ataman Yıldız
Auditor
Nurettin Aliz
Auditor
Musa Doğan
ÜLKER BİSKÜVİ SANAYİ A.Ş.
AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2008
(TRANSLATED INTO ENGLISH FROM
THE ORIGINAL TURKISH REPORT)
CONVENIENCE TRANSLATION OF
THE REPORT AND FINANCIAL STATEMENTS
ORIGINALLY ISSUED IN TURKISH
INDEPENT AUDITORS’ REPORT
To the Board of Directors of
Ülker Bisküvi Sanayi A.Ş.
We have audited the accompanying consolidated financial statements of Ülker Bisküvi Sanayi A.Ş. (“the Company”) and its subsidiaries (together
“the Group”) comprising the consolidated balance sheet as of 31 December 2008, and the consolidated statement of income, consolidated
statement of changes in shareholders’ equity and consolidated statement of cash flows for the year then ended, and a summary of significant
accounting policies and other explanatory notes.
Management’s Responsibility
Management is responsible for the preparation and fair presentation of these financial statements in accordance with the financial reporting
standards issued by the Capital Market Board. This responsibility includes: designing, implementing and maintaining internal control relevant to
the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting
and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing
standards published by Capital Markets Board. Those standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the accompanying financial statements give a true and fair view of the consolidated financial position of Ülker Bisküvi Sanayi A.Ş
as of 31 December 2008, and of its financial performance and its cash flows for the year then ended in accordance with the financial reporting
standards published by the Capital Market Board.
Istanbul, 10 April 2009
DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.
Member of DELOITTE TOUCHE TOHMATSU
Burç Seven
Partner
46
ÜLKER BİSKÜVİ SANAYİ A.Ş. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2008
(Amounts expressed in Turkish Lira [TL] unless otherwise stated.)
ASSETS
Current Assets
Cash and Cash Equivalents
Financial Assets
Trade Receivables
- Trade Receivables from Related Parties
- Other Trade Receivables
Other Receivables
- Non-trade Receivables from Related Parties
- Other Short Term Receivables
Inventories
Other Current Assets
Non-Current Assets
Trade Receivables
Other Receivables
Financial Assets
Investments Accounted for Under Equity Method
Tangible Assets
Intangible Assets
Goodwill
Deferred Tax Assets
Other Non-current Assets
TOTAL ASSETS
6
7
31 December 2008
1.121.498.021
154.180.917
801.177
(Restated)
31 December 2007
698.267.291
34.947.778
1.091.960
37
10
89.321.243
140.318.598
97.212.485
155.127.985
37
11
13
26
538.241.741
15.384.989
140.703.915
42.545.441
260.347.566
4.207.520
114.671.292
30.660.705
10
11
7
16
18
19
20
35
26
910.273.386
318.509
62.260
350.457.314
254.229.895
284.390.117
2.074.444
1.534.035
7.009.443
10.197.369
689.346.848
66.100
73.450
369.097.455
26.450.517
273.692.032
2.321.903
1.534.035
6.380.217
9.731.139
2.031.771.407
1.387.614.139
Notes
The accompanying notes form an integral part of these financial statements.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
47
CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER 2008
LIABILITIES
Current Liabilities
Finacial Liabilities
Trade Payables
- Trade Payables to Related Parties
- Other Trade Payables
Other Payables
- Other Payables to Related Parties
- Other Payables
Corporate Tax Payable
Provisions
Provisions for Employee Benefits
Other Liabilities
Non-Current Liabilities
Financial Liabilities
Trade Payables
- Trade Payables to Related Parties
Provisions for Employee Benefits
Deferred Tax Liabilities
SHAREHOLDERS’ EQUITY
Total Equity Attributable To Equity Holders’ of the Parent
Share Capital
Inflation Adjustments to Share Capital
Valuation Funds
Restricted Reserves Appropriated from Profits
Translation Difference
Retained Earnings
Net Profit for the Period
Minority Interest
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
8
31 December 2008
900.761.473
483.678.611
(Restated)
31 December 2007
525.391.213
231.793.801
37
10
222.974.689
69.197.466
169.662.742
97.541.600
37
11
35
22
24
26
65.704.715
45.575.046
18.390
2.097.964
1.416.477
10.098.115
555.720
9.623.735
4.729.163
1.885.127
1.338.412
8.260.913
8
377.373.865
344.504.346
101.992.723
65.792.781
37
24
35
3.826.257
29.043.262
3.066.309
3.688.273
29.445.360
753.636.069
705.944.420
268.600.000
108.056.201
125.668.539
28.772.464
31.760.228
127.401.754
15.685.234
47.691.649
760.230.203
716.159.403
268.600.000
108.056.201
151.828.984
20.736.186
50.864.190
116.073.842
44.070.800
2.031.771.407
1.387.614.139
Notes
27
27
48
CONSOLIDATED STATEMENT OF INCOME
Sales Revenue
Cost of Sales (-)
GROSS PROFIT
Marketing, Sales and Distribution Expenses (-)
General Administrative Expenses (-)
Research and Development Expenses (-)
Other Operating Income
Other Operating Expenses (-)
OPERATING PROFIT
Share in Net Profit of Investments Accounted for Under Equity Method
Finance Income
Finance Expenses (-)
PROFIT BEFORE TAXATION
Tax Charge from Continued Operations
Current Tax Charge
Deferred Tax (Charge)/Benefit
PROFIT FOR THE PERIOD
Reconciliation of the Profit for the Period
Minority Interest
Equityholders of the Parent
Earnings per Share From Operating Activities
Notes
28
28
29
29
29
31
31
16
32
33
35
27
36
January 1December 31,
2008
1.412.160.407
(1.105.829.947)
306.330.460
(181.764.610)
(52.252.476)
(961.310)
45.094.891
(3.957.062)
112.489.893
(14.818.955)
353.521.512
(427.435.808)
23.756.642
(4.445.576)
(4.118.292)
(327.284)
19.311.066
Restated
January 1December 31,
2007
1.408.886.707
(1.101.649.331)
307.237.376
(195.474.658)
(36.888.232)
(1.025.381)
36.539.139
(10.887.656)
99.500.588
4.364.157
152.372.968
(108.846.093)
147.391.620
(23.861.688)
(31.226.321)
7.364.633
123.529.932
3.625.832
15.685.234
0,06
7.456.090
116.073.842
0,43
-
-
108.056.201
-
-
-
-
-
-
108.056.201
108.056.201
-
-
519.976
-
-
-
-
-
107.536.225
125.668.539
-
-
-
(26.160.445)
-
(26.160.445)
151.828.984
151.828.984
-
-
-
-
-
94.053.085
-
94.053.085
57.775.899
Valuation
Fund
-
-
-
-
-
-
-
-
-
-
-
-
-
(26.636.968)
(26.636.968)
-
26.636.968
Gain on Sale
of Property to
Share Capital
28.772.464
-
-
8.036.278
-
-
-
20.736.186
20.736.186
-
-
4.421
-
9.140.481
-
-
-
11.591.284
Statutory
Reserves
31.760.228
-
-
-
31.760.228
31.760.228
-
-
-
-
-
-
-
-
-
-
-
Currency
Translation
Reserve
15.685.234
15.685.234
-
(116.073.842)
-
-
-
116.073.842
116.073.842
116.073.842
-
-
-
(89.159.093)
-
-
-
89.159.093
Net Profit/Loss
127.401.754
-
(31.500.000)
108.037.564
-
-
-
50.864.190
50.864.190
-
(31.252.515)
(210.520)
(26.859)
80.018.612
(849.173)
(849.173)
-
3.184.645
705.944.420
15.685.234
(31.500.000)
-
5.599.783
31.760.228
(26.160.445)
716.159.403
116.073.842
(31.252.515)
313.877
-
-
94.053.085
-
94.053.085
536.971.114
Total Equity
Attributable
to Equity
Retained Holders of the
Earnings
Parent
47.691.649
3.625.832
-
-
(4.983)
-
(4.983)
44.070.800
7.456.090
-
(313.877)
-
-
92.245
-
94.245
36.384.342
Minority
Interest
753.636.069
19.311.066
(31.500.000)
-
5.594.800
31.760.228
(26.165.428)
760.230.203
760.230.203
123.529.932
(31.252.515)
-
-
-
94.147.330
-
94.147.330
573.805.456
Total
ÜLKER BİSKÜVİ
(*) Group, acquired %4,73 share of Atlas Gıda Pazarlama Sanayi ve Ticaret A.Ş. from UEB Dynamic Growth Fund at October 19, 2007. “Inflation Adjustments to Share Capital”, “Statutory Reserves” and “Retained Earnings” amounting to 519.976
TL, 4.421 TL and (210.521) TL respectively are recognized through Shareholders Equity.
268.600.000
-
Dividend Paid
Balance as of 31 December 2008
-
Transfer to Retained Earnings & Reserves
-
Net Income Recognized Through Equity
27
-
268.600.000
Currency Translation Reserve
27
Increase in Value of Securities Traded in a
Market
Balance as of 1 January 2008
268.600.000
27
-
Dividend Paid
Balance as of 31 December 2007
-
26.859
Effect of Increase in Subsidiaries’ Shares (*)
Transfers from Extraordinary Reserves
Transfers to Reserves & Retained Earnings
27.486.141
27.486.141
-
241.087.000
Net Income Recognized Through Equity
27
Share Capital
Transfer of gain on sale of property to share
capital
Increase in Value of Securities Traded in a
Market
Previously Reported Balance as of
31 December 2006
Notes
Inflation
Adjustments
to Share
Capital
ANNUAL REPORT 2008
49
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
50
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit for the period
Adjustments to reconcile net profit/(loss) to net cash provided by operating
activities
- Depreciation expenses of tangible assets
- Amortization expenses of intangible assets
- Allowance for doubtful receivables
- Provision for employment termination benefits
- Interest accrual
- Gain on sales of assets
- Provision for Impairment of inventory
- Unrealized foreign currency loss/(gain)
- (Income)/loss from investments accounted for under equity method
- Accrued taxation
Operating cash flows provided before changes in working capital
- (Increase) in trade receivables
- (Increase)/Decrease in trade receivables from related parties
- Decrease in inventories
- (Increase) in other receivables and other current assets
- (Decrease) in trade payables
- (Increase)/Decrease in payables to related parties
- Increase/(Decrease) in other liabilities
Cash (utilized in)/generated from operations
- Taxes paid
- Employee termination benefits paid
- Collections from doubtful trade receivables
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
- Acquisitions of tangible assets
- Acquisitions of intangible assets
- Proceeds from sales of assets
- Net cash outflow from share purchase of subsidiaries
- Shares of the subsidiaries disposed
- (Increase)/Decrease in non-trade receivables from related parties
- Acquisitions of long term financial assets
Net cash (used in) investing activities
18
19
10
24
33
31
13
32-33
16
35
10
37
13
11-26
10
37
11-26
26-35
24
10
18
19
18-19-31
37
7-16
1 January31 December 2008
(Restated)
19.311.066
123.529.932
23.077.911
323.901
1.304.350
(663.527)
13.892.436
(9.283.716)
(2.900.779)
67.799.800
14.818.955
4.445.576
132.125.973
13.137.620
7.891.242
(23.131.844)
(12.649.582)
(28.344.134)
53.311.947
34.981.554
177.322.776
(19.696.728)
(525.544)
115.008
157.215.512
24.121.758
1.926.804
(593.003)
(122.649)
5.466.710
(4.651.786)
3.850.219
(12.715.000)
(4.364.157)
23.861.688
160.310.516
(24.975.866)
22.875.803
(34.697.686)
(19.610.263)
47.675.468
88.002.551
6.357.857
245.938.380
(33.376.472)
(1.632.943)
2.789.116
213.718.081
(51.734.889)
(76.442)
27.242.609
(277.894.175)
(218.067.626)
(520.530.524)
(37.750.746)
(2.999.685)
10.785.308
(2.290.674)
4.732.879
(92.383.355)
(87.510.489)
(207.416.762)
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
51
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
CASH FLOWS FROM FINANCING ACTIVITIES
- Loan repayments
- Loans acquired
- Dividends paid
- Changes in non-trade receivables from related parties
- Changes in minority interest (net)
Net cash (used in)/provided by financing activities
8
8
37
27
NET CHANGE IN CASH AND CASH EQUIVALENTS
(Restated)
(176.904.957)
625.809.096
(31.500.000)
65.148.955
(4.983)
482.548.151
(141.801.075)
181.287.367
(31.252.515)
(6.213.901)
(1.219.018)
800.858
119.233.139
7.102.177
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD
6
34.947.778
27.845.601
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD
6
154.180.917
34.947.778
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND OPERATIONS OF THE GROUP
Organization and Shareholders:
Ülker Bisküvi Sanayi A.Ş. Group, (“the Group”), comprises of the parent Ülker Bisküvi Sanayi A.Ş. (“the Company”), seven subsidiaries in which the
Company owns the majority share of the capital or which are controlled by the Company and four joint ventures.
Ülker Bisküvi Sanayi A.Ş. was established in 1944. The Company’s core business activities are manufacturing of biscuits, chocolate coated biscuits
and wafers.
Ülker Bisküvi Sanayi A.Ş. which is registered at the Capital Market Board, merged under its own title with Anadolu Gıda Sanayi A.Ş., whose shares
have been quoted on İstanbul Stock Exchange since 30 October 1996, as of 31 December 2003.
In the extraordinary general meeting of the Company held on 13 August 2007, the amendment in the third section of the articles of association
(part related with the title of the Company) has been discussed. After the voting process, the amendments of Company’s title from Ülker Gıda ve
Ticaret A.Ş. to Ülker Bisküvi Sanayi A.Ş. has been unanimously resolved. Ülker Bisküvi Sanayi A.Ş. is located in Davutpaşa Cad. No:10 Topkapı
Zeytinburnu/İstanbul.
As of 31 December 2008, the total number of people employed by the Group is 5.055 which contains 1.670 employees who worked as
subcontractors (31 December 2007: 4.492, subcontractor: 2.092).
As of 31 December 2008 and 31 December 2007, the names and percentages of the shareholders owning more than 10% of the Company’s share
capital are as follows:
Name of the Shareholders
Dynamic Growth Fund
Other
Share
113.049.151
71.369.033
84.181.816
268.600.000
31 December 2008
Percentage
%42,09
%26,57
%31,34
% 100,00
Share
113.049.151
71.369.033
84.181.816
268.600.000
31 December 2007
Percentage
%42,09
%26,57
%31,34
% 100,00
As of 31 December 2008 and 31 December 2007, the details of the subsidiaries in terms of share of ownership and principal business activities are
as follows:
Subsidaries
İdeal Gıda Sanayi ve Ticaret A.Ş.
Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş.
İstanbul Gıda Dış Ticaret A.Ş.
Atlas Gıda Pazarlama Sanayi ve Ticaret A.Ş.
Birleşik Dış Ticaret A.Ş.
Birlik Pazarlama Sanayi ve Ticaret A.Ş.
Rekor Gıda Pazarlama A.Ş. 31 December 2008
Ratio of Ratio of Direct
Effective
Ownership
Ownership
%
%
%97,5
%97,9
%50,5
%50,8
%83,8
%83,8
%78,2
%78,2
%68,0
%69,0
%99,0
%99,0
-
%46,6
31 December 2007
Ratio of Ratio of
Direct
Effective
Ownership
Ownership
%
%
%97,5
%97,9
%50,5
%50,8
%83,8
%83,8
%78,2
%78,2
%68,0
%69,0
%99,0
%99,0
-
%46,6
Nature of
Operations
Manufacturing
Manufacturing
Sales&Marketing
Sales&Marketing
Sales&Marketing
Manufacturing
Sales&Marketing
Consolidated Subsidaries, Associates and Joint Ventures:
İdeal Gıda Sanayi ve Ticaret A.Ş. and Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. manufacture and sell similar products with those of Ülker Bisküvi
Sanayi A.Ş. On the other hand İstanbul Gıda Dış Ticaret A.Ş., Atlas Gıda Pazarlama Sanayi ve Ticaret A.Ş., Birleşik Dış Ticaret A.Ş. and Rekor Gıda
Pazarlama A.Ş are involved in domestic and international sales and marketing of products of the above mentioned companies and other food
products purchased from the domestic market. Birlik Pazarlama Sanayi ve Ticaret A.Ş. provides raw materials to manufacturing companies.
ANNUAL REPORT 2008
53
ÜLKER BİSKÜVİ
In the 2007 period, Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. has sold 99,0% of the shares it had in AGS Anadolu Gıda Sanayi ve Ticaret A.Ş. As
a result, AGS Anadolu Gıda Sanayi ve Ticaret A.Ş is considered outside of the consolidation scope as of 31 December 2007. Besides, in the 2007
period Biskot Bisküvi Gıda Sanayi ve Ticaret A.Ş. acquired 90% of the shares of Rekor Gıda Pazarlama Sanayi ve Ticaret A.Ş. from a related party
firm.
The associates and joint ventures of Ülker Bisküvi Sanayi A.Ş. which are accounted for under equity method in consolidation are as follows:
Associates and Joint Ventures
Pendik Nişasta Sanayi ve Ticaret A.Ş.
Hero Gıda Sanayi ve Ticaret A.Ş.
Godiva Belgium BVBA
G New Inc.
31 December 2008
Ratio of Ratio of Direct
Effective
Ownership
Ownership
%
%
%23,00
%24,99
-
%39,59
%25,23
%25,23
%25,23
%25,23
31 December 2007
Ratio of Ratio of
Direct
Effective
Ownership
Ownership
%
%
%23,00
%24,99
-
%39,59
-
-
-
-
Nature of
Operations
Manufacturing
Manufacturing
Manufacturing
Investment
Approval of Financial Statements
The Board of Directors has approved the financial statements and given authorization for the issuance of the financial statements on 10 April
2009. The General Assembly has the authority to amend/modify the statutory financial statements.
2. BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
2.1 Basis of the presentation:
The Company maintains its books of account and prepares its statutory financial statements (“Statutory Financial Statements”) in accordance
with accounting principles in the Turkish Commercial Code and tax legislation. Subsidiaries operating in foreign countries maintain their books of
account in the currencies of those countries and prepare their statutory financial statements in accordance with the legislation effective in those
counties.
Capital Market Board (CMB) Decree No XI-29 “Capital Markets Financial Reporting Standards” provides principals and standards regarding the
preparation and presentation of financial statements. This Decree became effective for periods beginning after 1 January 2008 and with its
issuance Decree No XI-25 “Capital Markets Accounting Standards” was annulled. Based on this Decree, the companies are required to prepare
their financial statements based on International Financial Reporting Standards (“IFRS”) as accepted by the European Union. However during
the period in which the differences between the standards accepted by European Union and the standards issued by International Accounting
Standards Board (“IASB”) are announced by Turkish Accounting Standards Board (“TASB”), IAS/ IFRS will be applied. In this scope, Turkish
Accounting/ Financial Reporting Standards issued by TASB which do not contradict to the standards accepted will be adopted.
The accompanying consolidated financial statements have been prepared in accordance with IFRS and comply with CMB’s decree announce on
14 April 2008 regarding the format of the financial statements and footnotes since at the date of the issuance of these financial statements the
differences of IAS/ IFRS accepted by the European Union are not declared by the TASB. In this scope, some reclassifications are made in the prior
year financial statements. Changes made in prior year financial statements are represented in Note-41.
Financial statements are prepared on the basis of historical cost principal except for revaluation of some financial instruments.
Determination of Functional Currency
Financial statements of each subsidiary of the Group are presented in the currency of the primary economic environment in which the entities
operate (its functional currency). The results and financial position of the each subsidiary are expressed in Turkish Lira, which is the functional and
presentation currency of the Group.
54
The functional currency of the Group’s subsidiaries, Godiva Belgium BVBA and G New Inc. is Euro and US $, respectively. The Group’s consolidated
reporting currency is TRY. In accordance with IAS 21 (The Effects of Changes in Foreign Exchange Rates), in the preparation of the Group’s
consolidated financial statements, balance sheet items of the related subsidiaries are translated at the balance sheet date at Euro and US$,
respectively whereas. income, expenses and cashflows are translated either at the rates prevailing at the trade date (historical rate) or the annual
average rate. Exchange difference arising from the consolidatation of such subsidiaries using the equity method is recognized under the exchange
difference account in equity.
As of 31.12.2008, Central Bank of Republic of Turkey declared foreign currency rates are 1 Euro = 2,1408 TL, 1 U.S.D. = 1,5123 TL. Between the
period of 1 January – 31 December 2008, average foreign currency rates declared by Central Bank of Republic of Turkey are 1 Euro = 1,8969 TL, 1
U.S.D = 1,2976 TL.
Preparation of Financial Statements in Hyperinflationary Periods:
CMB, with its resolution dated 17 March 2005 declared that companies operating in Turkey which prepare their financial statements in
accordance with CMB Accounting Standards, effective 1 January 2005, will not be subject to the application of inflation accounting. Consequently,
in the accompanying financial statements IAS 29 “Financial Reporting in Hyperinflationary Economies” was not applied.
Consolidation:
The consolidated financial statements include the financial statements of the companies controlled by the Group stated in Note 1. Necessary
adjustments are posted for the elimination of Subsidiaries, all the intercompany transactions, and balances between the Company and its
Subsidiaries (“Group”).
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiary to bring its accounting policies into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Minority interests consist
of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the
combination. Losses applicable to the minority in excess of the minority’s interest in the subsidiary’s equity are allocated against the interests of
the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.
The acquisition of subsidiaries from third parties is accounted for using the purchase method. On acquisition, the assets and liabilities of
a subsidiary are measured at their fair values as at the date of acquisition. The interest of minority shareholders is stated at the minority’s
proportion of the fair values of the assets and liabilities recognized if applicable. Where necessary, adjustments are made to the annual financial
statements of subsidiaries to bring the accounting policies used by them in line with those used by the Group. The results of subsidiaries acquired
or disposed of during the year are included in the consolidated income statement from the effective date of acquisition up to the effective date of
disposal, as appropriate.
Goodwill arising on acquisitions is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination
over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. If, after reassessment,
the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business
combination, the excess is recognized immediately in profit or loss.
Acquisitions of entities under common control are accounted for on a carryover basis, which results in the historical book value of assets and
liabilities of the acquired entity being combined with that of the Company. The consolidated historical financial statements of the Group are
retroactively restated to reflect the effect of the acquisition as if it occurred during the period in which the entities were under common control.
Any difference between the purchase price and the net assets acquired is reflected in equity.
Disposal of entities under common control are accounted for on a carryover basis, which results in the historical book value of assets and liabilities
of the disposed entity not combined with that of the Company. The consolidated historical financial statements of the Group are retroactively
restated to reflect the effect of the acquisition as if it occurred during the period in which the entities were under common control. Any difference
between the proceeds received from the disposal and the net assets disposed is reflected in equity.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
55
Affiliates
An affiliate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant
influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those
policies.
Results and assets and liabilities of affiliates are incorporated in the accompanying consolidated financial statements using the equity method of
accounting, except when the investment is classified as held for sale, in that case they are accounted for under IFRS 5 “Non-current Assets Held for
Sale and Discontinued Operations”. Under the equity method, affiliates are carried in the consolidated balance sheet at cost as adjusted for postacquisition changes in the Group’s share of the net assets of the affiliate, less any impairment in the value of individual investments. Losses of an
affiliate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net
investment in the affiliate) are not recognized.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of
the affiliate recognized at the date of acquisition is recognized as goodwill. Goodwill is included within the carrying amount of the investment and
is assessed for impairment as part of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and
contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
Where a Group entity transacts with an affiliate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant
affiliate.
Interests in Joint Ventures
Where a group entity undertakes its activities under joint venture arrangements directly, the Group’s share of jointly controlled assets and any
liabilities incurred jointly with other ventures are recognized in the financial statements of the relevant entity and classified according to their
nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income
from the sale or use of the Group’s share of the output of jointly controlled assets, and its share of joint venture expenses, are recognized when it is
probable that the economic benefits associated with the transactions will flow to/from the Group and their amount can be measured reliably.
Comparative Information and Restatement of Prior Period Financial Statements:
Consolidated financial statements of the Group have been prepared comparatively to the prior period. If the presentation or classification of the
financial statements is changed, in order to maintain consistency, financial statements of the prior periods are also reclassified in line with the
related changes.
The Group has acquired 90% of the shares of Rekor Gıda Pazarlama Sanayi ve Ticaret A.Ş. from a related party firm in year 2007. As Ülker
Bisküvi Sanayi A.Ş. and Rekor Gıda Pazarlama Sanayi ve Ticaret A.Ş. did not have any changes in their ownerships prior to the acquisition of this
component, this acquisition has been referred to as common equity under control. In such a case, business operations are considered to be a part
of Ülker Bisküvi Sanayi A.Ş. from the beginning and are accounted for on the basis of consolidating their benefits. This accounting application
supports the management’s belief that it is the best method of presenting the economic nature of this transaction. Consolidated financial
statements include all of the assets and liabilities according to their carrying values within the common equity control method. Furthermore,
consolidated income statements are prepared from the beginning of the period in which the acquisition was conducted. Previous period financial
statements are also prepared in the same manner in order for the financial statements to be comparable. As a result of these operations, no
goodwill was calculated and any difference arising from the difference between the investment balance and the share in the acquired company’s
equity is accounted under the shareholder’s equity within “effect of the business combinations with common equity control”.
Also, the Group has applied the Communiqué Serial: XI, No: 29 to its first interim financial statements for the annual periods beginning from
1 January 2008. The details of the opening restatements of the Group’s financial statements for the period ended as of 31 December 2007 in
accordance with the Communiqué Serial: XI, No: 29 are presented in Note 41.
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Netting:
Financial assets and liabilities are offset and the net amount reported in the consolidated 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.
2.2 Changes in the Accounting Policies:
Financial statements of the Company have been prepared comparatively with the prior period in order to give information about financial position
and performance. The Group applied CMB Decree XI/ 29 beginning from the first balance sheet date after 1 January 2008. The Group’s opening
financial statements as of 31 December 2007 have been restated accordingly. Details of the changes have been disclosed in note 41.
2.3 Changes and Errors in Acccounting Estimates:
If the changes in the accounting polices are related to one period they are applied in the current year; if they are related with the future period they
are applied both in the current period and future periods. The Group did not have any changes in the accounting estimates in the current period.
The Group applied CMB Decree XI/ 29 beginning from the first balance sheet date after 1 January 2008. The Group’s opening financial statements
as of 31 December 2007 have been restated accordingly. Details of the changes have been disclosed in note 41.
2.4 Adoption of New and Revised International Financial Reporting Standards:
In the current period, among the new and revised standards applicable starting with 1 January 2008, published by International Accounting
Standards Board (IASB), and by International Financial Reporting Interpretations Committee (IFRIC), the Company has applied those standards
that are related with the Company’s operations conducts.
Even though the below mentioned standards together with the changes to and interpretations of the prior standards are obligatory to adopt to the
financial statements starting from 1 January 2008, the Company’s operations conducts are not related with these standards:
•
•
•
•
IFRIC 11, “IFRS 2 – Transactions Regarding an Entity’s Buying its Own Equity Instruments”
IFRIC 12, “Share-Based Payment”,
IFRIC 14, “IAS 19- The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction”,
IFRIC 39, IFRS 7 “Changes in Reclassification of Financial Instruments”
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The standards that are not put into effect yet, neither are adopted by the Company, and Changes to, interpretations of the prior standards
The below mentioned standards and interpretations have been published as of the approval date of the financial statements, however, they are not
put into effect:
• IFRS 8, “Operating segments”
Effective for annual periods beginning on or after 1 January 2009
• IFRIC 13, “Customer loyalty programmes”
Effective for annual periods beginning on or after 1 July 2008
• IFRIC 15, “Agreements for the construction of real estate”
• IFRIC 16, “Hedges of a net investment in a foreign operation”
Effective for annual periods beginning on or after 1 October 2008
• IFRIC 17, “Distributons of Non-Cash Assets to Owners
• IFRIC 18, “Transfers of Assets from Customers”
• IFRS 2, “Share-based Payment” Amendment relating to vesting
conditions and cancellations
• IFRS 1, “First-time Adoption of International Financial Reporting
Standards
-Amendment relating to cost of an investment on first-time adoption”
• IFRS 3, “Business Combinations”
• IAS 27, “Consolidated and Separate Financial Statements
• IAS 28, “Investments in Associates”
• IAS 31 “Interests in Joint Ventures” Comprehensive revision on applying
the acquisition method
• IAS 23, “(Amendment) Borrowing costs” Comprehensive revision to
prohibit immediate expensing
• IAS 27, “Consolidated and Separate Financial Statements Amendment
relating to cost of an investment on first-time adoption
• IAS 1, “Presentation of Financial Statements”
• I AS 32, “Financial Instruments: Presentation” Amendments relating to
disclosure of puttable instruments and obligations arising on liquidation
• IAS 1, “Presentation of Financial Statements” Comprehensive revision
including requiring a statement of comprehensive income
• IAS 39, “Financial Instruments: Recognition and Measurement”
Amendments for eligible hedged items
Amendments to IFRS 1 “First-time Adaptation of International Financial Reporting Standards” and IAS 27 “Consolidated and Separate Financial
Statements”
The amendment determines the cost of a subsidiary, jointly controlled entity or associate on transition to IFRS under IAS 27 or as a deemed
cost. The amendment to IAS 27 requires the recognition of dividends from a subsidiary, jointly controlled entity or associate as income in the
unconsolidated financial statements. The adoption of these Standards and Interpretations in future periods will have no material impact on the
financial statements of the Group.
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IFRS 2 “Share-Based Payments”
The amendments clarify the definition of vesting conditions and introduce the concept of a ‘non-vesting condition’ which is a condition that is
neither a service condition nor a performance condition. The standard also requires the application of similar criteria to be used in the recognition
of awards cancelled by either an entity or the counterparty (employer or employee). The adoption IFRS 2 in future periods will have no material
impact on the financial statements of the Group.
IFRS 8 “Operating Segments”
IFRS 8 “Operating Segments” supersedes IAS 14 ‘Segment Reporting”. The standard specifies how an entity should report information about
its operating segments based on the segment criteria used in internal reporting which are prepared by the management. The adoption of these
standards in future periods will have no material impact on the financial statements of the Group.
IAS 32 and IAS 1 ‘Puttable Instruments and Obligations Arising On Liquidation’
Under the revised IAS 32, subject to specified criteria are being met, puttable instruments and obligations arising on liquidation will be classified
as equity while, the amendment to IAS 1 requires the definition and disclosure of such instruments, which are classified as equity. The adoption of
these standards in future periods will have no material impact on the financial statements of the Group.
IAS 23 (Revised) “Borrowing Costs”
The amendment requires an entity to capitalize borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset as part of the cost of that asset. The amendment will eliminate the expensing option of borrowing costs in the period in which they
are incurred.
IFRS 3 “Business Combinations”
The amendments require the recognition of an acquisition related cost of a business combination as an expense in the period in which the cost is
incurred. It also requires subsequent changes in the fair value of a contingent consideration recognized in business combination to be recognized
in the statement of income rather than in equity.
IFRIC 13 “ Customer Loyalty Programmes”
Under IFRIC 13, customer loyalty programmes should be recognized as a separately identifiable component of the sales transaction(s). A portion
of the fair value of the consideration received in respect of the initial sale shall be allocated to the award credits and the consideration allocated to
award credits should be recognized as revenue when awards credits are redeemed. The adoption IFRIC 13 in future periods will have no material
impact on the financial statements of the Company because the interpretation is not relevant to its operations.
IFRIC 15 “Agreements for the construction of real estate”
IFRIC 15 provides guidance on how to determine whether an agreement for the construction of real estate is within the scope of IAS 11
“Construction Contracts” or IAS 18 “Revenue” and when revenue from the construction should be recognized.
IFRIC 16 “Hedges of A Net Investment In A Foreign Operation”
IFRIC 16 provides guidance on three main issues: The presentation currency used in the entity’s financial statements cannot be used as a basis
for the application of hedge accounting. Therefore, a hedged risk can be considered as the exchange differences arising between the functional
currency of the foreign operation and the presentation currency used in the financial statements of the parent entity. A hedging instrument can
be held within the Company or companies. The adoption of the Interpretation in future periods will have no material impact on the financial
statements of the Group.
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IFRIC 17 “Distributions of Non-Cash Assets To Owners”
IFRIC 17 applies to all reciprocal non-cash distributions of assets by an entity to its owners, including the distributions that give owners a choice
of receiving either non-cash assets or a cash alternative. The adoption of the Interpretation in future periods will have no material impact on the
financial statements of the Group.
IFRIC 18 “Transfers of Assets From Customers”
The Interpretation clarifies the accounting for cash received from a customer that must be used only to acquire or construct the item of property,
plant, and equipment in order to connect the customer to a network or provide the customer with ongoing access to a supply of goods or services.
The adoption of the Interpretation in future periods will have no material impact on the financial statements of the Group.
IAS 1 (Revised) “Presentation of Financial statements”
IAS 1 has been revised in order to improve users’ ability to analyze and compare the information given in financial statements. Changes made to
the revised standard are: the statement of changes in equity can only include transactions with shareholders; in addition to statement of income,
presentation of a new “Statement of Other Comprehensive Income” showing all income and expense items as profit and loss; and interpretation of
prior financial statements in the current period, or presentation of the prior effects of the retrospective application of new accounting policies in a
newly formed column in the financial statements.The Company will apply the related amendments in 2009.
IAS 39, “Financial Instruments: Recognition and Measurement” Amendments relating to hedging items
The amendment clarifies that inflation may only be hedged if changes in inflation are a contractually specified portion of cash flows of a
recognised financial instrument.
2.5 Summary of Significant Accounting Policies
The accounting policies applied in preparation of the accompanying financial statements are as follows:
Revenue:
Most of the revenue is generated from sale of biscuit, chocolate covered biscuit and wafer.
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates, and
other similar allowances
Sale of goods
Revenue generated from biscuit, chocolate covered biscuit and wafer are recognised when all the following conditions are satisfied :
• The Group has transferred to the buyer the significant risks and rewards of ownership of the goods,
• The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the
goods sold,
• The amount of revenue can be measured reliably,
• It is probable that the economic benefits associated with the transaction will flow to the entity; and
• The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Sales discounts are granted at the point of sale based on a percentage and are recorded as a reduction of revenue in the period of the sale. Sale
discount percentages vary depending on the product sold.
Sales returns are granted based on agreements with the third party distributors, sales agents, and chain grocery stores and recorded as a
reduction of revenue in the period of sale.
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Divident and interest revenue
Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.
Dividend revenue from investments is recognized when the shareholders’ rights to receive payment have been established.
Rent income
Rent income from real estates is accounted by the linear method during the respective rent agreement.
Inventories:
Inventories are stated at the lower of cost and net realizable value. Costs, including an appropriate portion of fixed and variable overhead
expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory, with the majority being valued on
an average basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make a
sale.
Tangible Assets:
Tangible assets that are acquired before 1 January 2005 are carried at their restated costs adjusted to the effects of inflation as of 31 December
2004, less any accumulated depreciation and any impairment loss and tangible assets that are acquired after 1 January 2005 are carried at cost
of acquisition, less any accumulated depreciation and any impairment loss.
Depreciation is charged so as to write off the cost of assets, other than land and construction in progress, over their estimated useful lives, using
the straight line method. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets, or,
when shorter, the term of the relevant lease.
Leasing – the Group as lessee
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks andrewards of ownership to the lessee.
All other leases are classified as operating leases.
Assets held under finance leases are recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present
value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance charges are charged to profit or loss, unless they are directly attributable to qualifying assets, in which
case they are capitalized in accordance with the Group’s general policy on borrowing costs. Rentals payable under operating leases are charged to
profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating
lease are also spread on a straight-line basis over the lease term.
Business Combinations and Goodwill
The acquisition of subsidiaries and businesses are accounted for using the purchase method. The cost of the acquisition is measured at the
aggregate of fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities
and contingent liabilities that meet the recognition criteria under IFRS 3, “Business Combinations” are recognized at fair value at the date of
acquisition, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 “Non-Current Assets
Held for Sale and Discontinued Operations”, which are recognized and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination
over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. If, after reassessment,
the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business
combination, the excess is recognized immediately in profit or loss.
If the initial accounting for a business combination can be determined only provisionally by the end of the period in which the combination
is effected because either the fair values to be assigned to the acquiree’s identifiable assets, liabilities or contingent liabilities or the cost of
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the combination can be determined only provisionally, the combination is accounted using such provisional values. Any adjustments to those
provisional values as a result of completing the initial accounting are recognized within twelve months of the acquisition date.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities
and contingent liabilities recognized. In business combinations under common control, assets and liabilities subject to business combination are
accounted for at carrying value in consolidated financial statements. Statements of income are consolidated starting from the beginning of the
fiscal year in which the business combination is realized. Financial statements of previous fiscal years are restated in the same manner in order
to maintain consistency and comparability. Any positive or negative goodwill arising from such business combinations is not recognized in the
consolidated financial statements. Residual balance calculated by netting off investment in subsidiary and the share acquired in subsidiary’s
equity is directly accounted under equity as “effect of business combinations under common control”.
Intangible Assets:
Intangible assets that are acquired before 1 January 2005 are carried at their restated costs adjusted to the effects of inflation as of 31 December
2004, less any accumulated amortization and any impairment loss and intangible assets that are acquired after 2005 are carried at cost of
acquisition, less any accumulated amortization and any impairment loss.
Impairment of Assets:
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any
indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset.
Borrowing Costs:
All borrowing costs are recorded in the income statement in the period in which they are incurred.
Financial Instruments:
Financial assets:
Investments are recognised and derecognised on a trade date where the purchase or sale of an investments under a contract whose terms require
delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction
costs except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
Financial assets are classified into the following specified categories: financial assets as ‘at fair value through profit or loss’ (FVTPL), ‘held-tomaturity investments’, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’.
Effective interest method:
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset,
or, where appropriate, a shorter period.
Income is recognised on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL.
Financial assets at FVTPL:
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired
principally for the purpose of selling in the short-term. Derivatives are also categorized as held for trading unless they are designated as hedges.
Assets in this category are classified as current assets.
62
Held-to-maturity investments:
Investments in debt securities with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to
hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost using the effective
interest method less impairment, with revenue recognized on an effective yield basis.
Available-for-sale financial assets:
Investments other than held-to-maturity debt securities and held for trading securities are classified as available-for-sale, and are measured at
subsequent reporting dates at fair value except available-for-sale investments that do not have quoted prices in active markets and whose fair
values cannot be reliably measured are stated at cost and restated to the equivalent purchasing power. Gains and losses arising from changes
in fair value are recognized directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain
or loss previously recognized in equity is included in the profit or loss for the period. Impairment losses recognized in profit or loss for equity
investments classified as available-for-sale are not subsequently reversed through profit or loss. Impairment losses recognized in profit or loss
for debt instruments classified as available-for-sale are subsequently reversed if an increase in the fair value of the instrument can be objectively
related to an event occurring after the recognition of the impairment loss.
Loans and receivables
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as
‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method less any impairment.
Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired
where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, the amount of the impairment
is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective
interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables
where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against
the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the
carrying amount of the allowance account are recognised in profit or loss.
With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through
profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised
cost would have been had the impairment not been recognised.
In respect of AFS equity securities, any increase in fair value subsequent to an impairment loss is recognised directly in equity.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which have an original
maturity of three months or less from date of acquisition and that are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value. The carrying amount of these assets approximates their fair value.
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Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in
the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments
are set out below.
Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL. Financial
liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or
loss incorporates any interest paid on the financial liability.
Other financial liabilities
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an
effective yield basis
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the
financial liability, or, where appropriate, a shorter period.
Derivative financial instruments and hedge accounting
The Group is exposed to currency and interest rate risks arising from its operations. The main reason of the interest rate risk is bank loans.
The Group uses derivative financial instruments (mainly uses interest swap contracts) to hedge its financial risks associated with specific firm
commitments and interest rate fluctuations of its expected future transactions. Derivative financial instruments are not used for speculative
purposes.
Derivative financial instruments are initially measured at fair value at the contract date, and are remeasured to fair value at subsequent reporting
dates.
Since the changes in the fair value of derivative financial instruments that are not designated and effective as hedges of future cash flows, the
ineffective portion is recognized immediately in profit or loss.
Changes in the fair value of derivative financial instruments which do not meet the required criteria for hedge accounting are recognized in the
statement of income in the period in which they are occured.
Business Combinations:
None.
Foreign Currency Transactions:
For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in TL, which is the
functional currency of the Group, and the presentation currency for the consolidated financial statements.
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In preparing the financial statements of the individual entities, transactions in foreign currencies (currencies other than TL foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the transactions. Assets and liabilities denominated in foreign currencies are
translated at the exchange rate ruling at the balance sheet date. Gains and losses arising on settlement and translation of foreign currency items
are included in the statements of income.
Earnings Per Share:
Earnings per share disclosed in the accompanying consolidated statement of income is determined by dividing net income by the weighted average
number of shares in existence during the year concerned.
In Turkey, companies can raise their share capital by distributing “bonus shares” to shareholders from retained earnings. In computing earnings
per share, such “bonus share” distributions are assessed as issued shares. Accordingly, the retrospective effect for those share distributions is
taken into consideration in determining the weighted-average number of shares outstanding used in this computation.
Events After Balance Sheet Date:
Events after balance sheet date are those events, favourable and unfavourable, that occur between the balance sheet date and the publication
date of the balance sheet. Should any evidence about the events that are prior to the balance sheet date or any related events arise subsequent to
the balance sheet date, should be explained in the relevant disclosure.
Provisions, Contingent Liabilities and Contingent Assets:
The Group shall recognise a provision only when it has a present obligation as a result of a past event, and it is probable that the entity will
be required to transfer economic benefits in settlement; and the amount of the obligation can be estimated reliably. Contingent liabilities are
reviewed consistently to determine whether there is a possibility of an outflow of resources embodying economic benefits from the company.
For items of contingent liabilities, when a future outflow of resources embodying economic benefits from the company becomes probable, such
contingent liabilities, except for the reliable estimate cannot be made, are recognized as a provision in the financial statements attributable to the
period in which the change in the outflow of resources embodying economic benefits becomes probable.
The Group, reflects its related liabilities in the notes to the extent that contingent liabilities are probable but there is no realiable assumption on
the amount of resources embodying economic benefits.
A contingent asset is defined as a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the entity. A contingent asset is disclosed where an inflow of
economic benefits is probable.
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Related Parties:
A party is related to an entity if:
(a) directly, or indirectly through one or more intermediaries, the party:
(i) controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and fellow subsidiaries);
(ii) has an interest in the entity that gives it significant influence over the entity; or
(iii) has joint control over the entity;
(b) the party is an associate (as defined in IAS 28 Investments in Associates) of the entity;
(c) the party is a joint venture in which the entity is a venturer (see IAS 31 Interests in Joint Ventures);
(d) the party is a member of the key management personnel of the entity or its parent;
(e) the party is a close member of the family of any individual referred to in (a) or (d);
(f) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d) or
(e) ; or(g) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is arelated party of the entity.
Segmental Information:
Since the Group has operations in only one production area, no segment reporting has been presented.
Government Grants and Incentives:
Withholding tax at the rate of 19,8% is still applied to investment allowances relating to investment incentive certificates obtained prior to 24 April
2003 regardless of the appropriation of the profit.
The Group is exempt from the stamp tax and duties attributed to the export transactions and other profitable foreign exchange operations to the
extent of the procedures and basis determined by the Ministry of Finance and Undersecretariat of Foreign Trade.
The government grants are paid to support the participation of attending fairs abroad according to the decision dated 16 December 2004 and
numbered 2004/11 of Money Credit and Coordination Committee which was prepared on the basis of “Decisions of Export-oriented Government
Grants”.
Based on the Cash Loan Coordination Board’s resolution dated 20/6, the Group also receives tax refunds for the export of its agricultural products
in accordance with the Communiqué No: 2000/5 on ‘Export Refunds for Agricultural Products’.
Taxation and Deferred Income Taxes:
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as
reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis.
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Provision is made in the financial statements for the Group’s estimated liability to Turkish corporation tax on its results for the year. The charge for
current tax is based on the results for the year as adjusted for items, which are non-assessable or disallowed.
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Deferred tax
Deferred tax is recognized on 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 is accounted for using the balance sheet liability method. Deferred tax liabilities are
generally recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences to
the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such
assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests
in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and
interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the
temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of
deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting
date, to recover or settle the carrying amount of its assets and liabilities.
Employee Benefits/Retirement Pay Provision:
Benefits such as bonus, allowance for heating, marriage allowance, leave of absence, religious holidays, education incentive, birth and death
allowance are provided to the Group employees. Moreover, under the Turkish law and union agreements, lump sum payments are made to
employees retiring or involuntarily leaving the Group.
Such payments are considered as being part of defined retirement benefit plan as per IAS 19 (revised): “Employee Benefits.” The provision has
been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of employees. The
principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied
represents the expected real rate after adjusting for the anticipated effects of future inflation.
Future retirement payments are discounted to their present value at the balance sheet date at an interest rate determined as net of an expected
inflation rate and an appropriate discount rate.
Cash Flow Statement:
The Group prepares statements of cash flow as an integral part of its of financial statements to enable financial statement analysis about the
change in its net assets, financial structure and the ability to direct cash flow amounts and timing according to the developing conditions. Cash
flows for the period are mainly reported depending on investment and financial operations of the Group.
Capital and Dividends
Ordinary shares are classified as equity. Dividends distributed over the ordinary shares are classified as dividend liability after deducting retained
earnings at the period in which the dividend distribution decision is made.
ANNUAL REPORT 2008
67
ÜLKER BİSKÜVİ
2.6 Critical accounting judgments and key sources of estimation uncertainty
Critical judgments in applying the entity’s accounting policies and key sources of estimation uncertainty
In the process of applying the entity’s accounting policies as outlined in Note 2.5, management has made the following judgments that have the
most significant effect on the amounts recognized in the financial statements:
Useful lives of tangible assets:
The Group, performs the depreciation calculation over the useful lives that are stated in Note 18.
Deferred taxes:
Deferred tax assets and liabilities are recorded using substantially enacted tax rates for the effect of temporary differences between book and tax
bases of assets and liabilities. In the subsidiaries of the Group, there are deferred tax assets resulting from tax loss carry-forwards and deductible
temporary differences, all of which could reduce taxable income in the future. Based on available evidence, both positive and negative, it is
determined whether it is probable that all or a portion of the deferred tax assets will be realized. The main factors which are considered include
future earnings potential; cumulative losses in recent years; history of loss carry-forwards and other tax assets expiring; the carry-forward
period associated with the deferred tax assets; future reversals of existing taxable temporary differences; tax-planning strategies that would, if
necessary, be implemented, and the nature of the income that can be used to realize the deferred tax asset. As a result of the assessment made,
the Group has recognized deferred tax assets in certain entities because it is probable that taxable profit will be available sufficient to recognize
deferred tax assets in those entities.
3. BUSINESS COMBINATIONS
The inclusion of Rekor Gıda Pazarlama Sanayi ve Ticaret A.Ş. in the scope of the consolidation is stated in Note 2.
4. PARTNERSHIPS
Hero Gıda Sanayi ve Ticaret A.Ş. and Pendik Nişasta Sanayi ve Ticaret A.Ş. are joint ventures and consolidated by equity method. The
consolidation of joint ventures are explianed in detail in Note 2.
5. SEGMENTAL INFORMATION
Since the Group has operations in only one production area, no segmental reporting exists.
6. CASH AND CASH EQUIVALENTS
Cash
Demand deposits
Time deposits (*)
Other liquid assets
31 December 2008
11.730
43.308.139
110.625.636
235.412
154.180.917
31 December 2007
19.285
10.088.835
24.312.616
527.042
34.947.778
(*) Time deposists consist of repurchase agreements amounted as TL 2.779.744 (31 December 2007: TL 2.080.830).
Cash and cash equivalents include bank deposits amounting to TL 753.682 at Türkiye Finans Katılım Bankası A.Ş. which is a related party (31
December 2007: TL 882.423).
68
The detail of time deposits is as follows:
Currency Type
TL
USD
Interest Rate (%)
%14,00-%16,75
%1,75-%3,50
Maturity
January 2009
January 2009
31 December 2008
108.584.017
2.041.619
110.625.636
Currency Type
TL
USD
EUR
Interest Rate (%)
%15,00-%17,50
%3,00-%4,00
%1,50-%2,50
Maturity
January 2008
January 2008
January 2008
31 December 2007
21.123.596
3.129.160
59.860
24.312.616
7. FINANCIAL ASSETS
Short Term Financial Assets:
Available for sale financial assets
Financial assets at fair value through profit or loss
31 December 2008
787.217
13.960
801.177
31 December 2007
959.035
132.925
1.091.960
31 December 2008
350.457.314
350.457.314
31 December 2007
369.097.455
369.097.455
Ratio %
%12,03
%9,83
%50,76
%10,71
%7,00
%12,60
%10,00
%79,58
-
31 December 2007
321.970.950
23.454.236
7.017.862
7.080.000
3.097.685
2.613.408
2.430.618
575.454
857.242
369.097.455
Short term financial assets of the Company includes various liquid funds and stocks.
Long Term Financial Assets:
Available for Sale Financial Assets
Long Term Available for Sale
BİM Birleşik Mağazalar A.Ş. (*)
Tire Kutsan O.M.K. ve K. San. A.Ş. (**)
KBF Ltd. (***)
Sağlam GYO A.Ş. (*)
Besler Gıda ve Kimya San. A.Ş.
Netlog A.Ş.
Fresh Cake Gıda A.Ş.
Dünya Gümrükleme Müş. A.Ş. (***)
Igit Ulus.Nak. Turizm Mak. San. Tic. A.Ş.(***)
Diğer
Ratio %
%12,03
%9,83
%50,76
%10,71
%7,00
%12,60
%10,00
%79,58
%46,84
31 December 2008
296.673.233
32.063.813
7.017.862
2.520.000
3.097.685
2.614.613
2.430.618
575.454
2.581.078
882.958
350.457.314
(*) The shares are traded on a stock exchange and have been valued at their fair value.
(**) Ülker Bisküvi Sanayi A.Ş. and Mondi Packaging have agreed to continue their cooperation in Tire Kutsan San. A.Ş. (Tire) as a partnership
for a period of 3 years. Ülker Bisküvi Sanayi A.Ş.’s shares which has a nominal value of TL 3.887.332,61, equals to the 9,83% of Tire’s
equity share. According to this agreement, Ülker Bisküvi Sanayi A.Ş. will transfer 388.733.261 number of Tire Kutsan A.Ş. shares to Mondi
Pacakaging after three years following the date, 3 September 2007 on the basis of a share price of 0,05006927 USD and an annual interest
of 6%. As of 31 December 2007, the valuation of the shares of Tire Kutsan A.Ş. are done on the basis of the terms on this agreement.
(***)The indicated subsidiaries are not included in the Group consolidation because of their materiality and low activity volume.
ANNUAL REPORT 2008
69
ÜLKER BİSKÜVİ
8. FINANCIAL BORROWINGS
Short Term Financial Borrowings:
Short term bank loans
Short term financial lease payables
Long Term Financial Borrowings:
Long term loans
Long term financial lease payables
31 December 2008
31 December 2007
480.156.445
3.522.166
483.678.611
229.898.784
1.895.017
231.793.801
337.682.520
6.821.826
344.504.346
61.729.100
4.063.681
65.792.781
31 December 2008
Currency Type
TL
USD
Maturity
October 2008- January 2009
January 2008- December 2013
Interest Rate (%)
25%-28%
1,64 %-10,75%
Short Term
2.704.243
477.452.202
480.156.445
Long Term
337.682.520
337.682.520
31 December 2007
Currency Type
TL
USD
EUR
Maturity
Spot
December 2008-December 2009
May 2008-July 2008
Interest Rate (%)
%5,40-%7,10
%4,75-%5,25
Short Term
1.053.666
215.121.713
13.723.405
229.898.784
Long Term
61.729.100
61.729.100
31 December 2008
480.156.445
110.712.352
86.201.100
102.080.250
38.688.818
817.838.965
31 December 2007
229.898.784
61.729.100
291.627.884
Repayment schedule of financial borrowings is as follows:
to be paid within 1 year
to be paid within 1-2 years
All financial lease payables as of 31 December 2008 and 31 December 2007 are due to Fon Finansal Kiralama A.Ş. which is a related party.
The Company signed the credit agreement amounting to USD 950 million regarding the takeover of Godiva Belgium BVBA and G New Inc. with
Yıldız Holding A.Ş. and Ülker Çikolata Sanayi A.Ş, and undertook its own qutoa amounting to USD 240 million. In addition the Company bailed
together with Yıldız Holding A.Ş and Ülker Çikolata Sanayi A.Ş. for the loan amounting to USD 710 million.
a) The detail of short term financial lease payables is as follows:
Short-Term Financial Lease Payables
Financial lease payables
Deferred financial lease payables (-)
31 December 2008
4.670.616
(1.148.450)
3.522.166
31 December 2007
2.720.743
(825.726)
1.895.017
70
b) The detail of long term financial lease payables is as follows:
Long-Term Financial Lease Payables
Financial lease payables
Deferred financial lease payables (-)
31 December 2008
7.768.770
(946.944)
6.821.826
31 December 2007
5.261.436
(1.197.755)
4.063.681
31 December 2008
3.522.166
3.839.810
2.758.035
223.981
10.343.992
31 December 2007
1.895.015
1.328.860
1.400.656
1.334.165
5.958.698
31 December 2008
31 December 2007
89.321.243
89.321.243
97.212.485
97.212.485
149.599.718
(9.281.120)
140.318.598
163.219.763
(8.091.778)
155.127.985
229.639.841
252.340.470
The maturity detail of the financial lease payables is as follows:
to be paid within 1 year
9. OTHER FINANCIAL LIABILITIES
None.
10. TRADE RECEIVABLES AND PAYABLES
Due From Related Parties
Due from related parties (Note: 37)
Other Trade Receivables
Trade receivables
Provision for doubtful receivables(-)
Total Short Term Trade Receivables
Trade receivables are disclosed at discounted net realizable value using the effective yield method. Net realizable value has been calculated over
discount rate of 20% based on the Group’s cash sales. (31 December 2007: 18%).
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
71
The allowance for trade receivables is provided based on the estimated irrecoverable amounts from the sale of goods, determined by reference to
past default experience. The movement of the allowance for doubtful receivables as of 31 December 2008 and 31 December 2007 is as follows:
1 January –
31 December 2008
(8.091.778)
(3.334.862)
(1.095.002)
3.125.514
115.008
(9.281.120)
1 January –
31 December 2007
(11.473.897)
(858.010)
1.451.013
2.789.116
(8.091.778)
Long Term Trade Receivables
Notes Receivable
31 December 2008
318.509
318.509
31 December 2007
66.100
66.100
Short Term Trade Payables
Trade payables to related parties (Note:37)
Trade payables
31 December 2008
222.974.689
69.197.466
292.172.155
31 December 2007
169.662.742
97.541.600
267.204.342
Long Term Trade Payables
Trade payables to related parties (Note:37)
31 December 2008
-
31 December 2007
3.066.309
3.066.309
31 December 2008
31 December 2007
538.241.741
15.384.989
553.626.730
260.347.566
4.207.520
264.555.086
14.724.510
492.589
4.883
163.007
15.384.989
1.943.525
8.112
255.883
6.031.831
(4.031.831)
4.207.520
Opening balance
Charge for the period
Translation gain or loss
Cancelled provisions
Collections
Closing balance
11. OTHER RECEIVABLES AND PAYABLES
Other Receivables
Non trade receivables from related parties (Note: 37)
Short term other receivables
Other Short Term Receivables
Other short term receivables
Tax receivables
Deposits and guarantees given
Receivables from personel
Receivables transferred (*)
Allowances for other doubtful receivables(-)
(*) The Group has taken TL 13.910.000 worth of lien for the related receivable. The lien has been assigned to a third party and TL 3.000.000 has
been received in cash. In accordance with the transfer agreement, TL 2.000.000 that the transferee has an unconditional commitment to pay
in cash, unless the property subject to this mortgage is not sold within 2 years as of the transfer date, has been collected. Since the collection
of the lien is not possible per the above provision in the agreement, the receivable and corresponding provision of TL 4.031.831 have been
taken off from the Company’s books.
72
Other Long Term Receivables
Deposists and guarantees given
31 December 2008
62.260
62.260
31 December 2007
73.450
73.450
Other Payables
Other short term payables
Non trade payables to related parties (Note: 37)
31 December 2008
45.575.046
65.704.715
111.279.761
31 December 2007
9.623.735
555.720
10.179.455
Other Short Term Payables
Advances received
Due to Personel
Other Payables
Deposists and guarantees received
31 December 2008
41.882.588
2.825.374
862.084
5.000
45.575.046
31 December 2007
6.556.481
2.464.056
318.063
285.135
9.623.735
31 December 2008
84.950.591
1.512.780
36.391.728
17.554.901
1.243.355
(949.440)
140.703.915
31 December 2007
73.733.785
1.576.936
25.833.395
8.504.285
8.873.110
(3.850.219)
114.671.292
12. RECEIVABLES AND PAYABLES FROM FINANCIAL SECTOR OPERATIONS
None (31 December 2007: None).
13. INVENTORIES
The detail of inventories is as follows:
Raw materials
Work in progress
Finished goods
Trade goods
Other inventories
Inventory impairment provision (-)
Inventory is presented on cost value and allowence for impairment on inventory is booked.
The movement of allowence for impairment on inventory for the periods ending 31 December 2008 and 31 December 2007 are below:
Opening balance
Charge for the year
Used allowence
Closing balance
14. BIOLOGICAL ASSETS
None. (31 December 2007: None)
15. ASSETS RELATED TO ONGOING CONSTRUCTION CONTRACTS
None. (31 December 2007: None)
(3.850.219)
(288.998)
3.189.777
(949.440)
(3.850.219)
(3.850.219)
ANNUAL REPORT 2008
73
ÜLKER BİSKÜVİ
16. INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD
Associates and joint ventures are accounted for under the equity pick-up method:
Associates and Joint Ventures
Hero Gıda San. ve Tic. A.Ş.
Pendik Nişasta San. ve Tic. A.Ş.
Godiva Belgium BVBA
G New Inc.
Share %
%39,60
%23,99
%25,23
%25,23
Indexed cost
Profits arising after the acquisition date and net-off with dividends received(-)
31 December 2008
7.662.821
17.528.533
95.936.778
133.101.763
254.229.895
Share %
%39,60
%23,99
-
31 December 2007
8.344.515
18.106.002
26.450.517
31 December 2008
242.553.696
11.676.199
254.229.895
31 December 2007
33.415.813
(6.965.296)
26.450.517
The financial information for the Group’s associates and joints ventures accounted for under the equity pick-up method are as follows:
Total assets
Total liabilities
Net assets
Group’s share in net assets
Net sales
Net profit for the period
Group’s share in net profit for the period
31 December 2008
1.484.049.926
(630.312.553)
854.737.373
31 December 2007
124.095.954
(32.781.524)
91.314.430
254.229.895
26.450.517
1 January 31 December 2008
677.032.499
(42.726.234)
(14.818.955)
1 January 31 December 2007
170.883.763
12.728.611
4.364.157
74
On the basis of IFRS 3, the Company took over 25,23% shares of Godiva Belgium BVBA and G New Inc. for 73.734.943 U.S.D. (93.044.667 TL) and
93.512.926 U.S.D (117.793.273 TL) respectively. The goodwill resulting from this acqusition is stated in below:
Goodwill resulting from the acqusition of G-New Inc. is presented below:
Current Assets
Receivables and Other Current Assets
Inventories
Tangible and Intangible Non-current Assets
Short-term Liabilities
Trade Payables
Other Liabilities
Long-term Liabilities
Debt Obligations
Net Total Assets
Total Cash Paid
18 March 2008 Positive Goodwill
31 December 2008 Positive Goodwill(*)
Carrying Value
43.848.017
2.398.324
16.495.464
24.954.229
75.668.091
(28.941.343)
(18.231.019)
(10.710.323)
(1.298.970)
(1.298.970)
89.275.796
Fair Value
47.941.687
2.398.324
16.495.464
29.047.899
564.000.045
(51.443.168)
(18.703.729)
(22.019.116)
(10.710.323)
(168.211.994)
(166.913.024)
(1.298.970)
392.296.570
Portion of Group
12.095.688
605.097
4.161.806
7.328.785
142.297.211
(12.976.589)
(4.718.951)
(5.555.423)
(2.702.215)
(42.439.886)
(42.112.156)
(327.730)
98.976.424
117.793.273
18.816.849
24.023.287
Fair Value
114.678.904
36.797.759
40.812.209
37.068.937
339.520.822
9.190.616
330.330.206
(71.349.402)
(1.853.499)
(17.679.013)
(51.816.889)
(60.599.459)
(59.978.166)
(621.293)
322.250.866
Portion of Group
28.933.488
9.284.075
10.296.920
9.352.493
85.661.102
2.318.792
83.342.310
(18.001.445)
(467.638)
(4.460.415)
(13.073.402)
(15.289.243)
(15.132.491)
(156.752)
81.303.892
93.044.667
11.740.775
12.681.716
(*) Goodwill from the acquisition of G New Inc. is disclosed in investments based on the equity method.
Goodwill resulting from the acqusition of G-New Inc. is presented below:
Current Assets
Receivables and Other Current Assets
Inventories
Non-Current Assets
Receivables and other Non-current Assets
Tangible and Intangible Non-current Assets
Short-term Liabilities
Trade Payables
Other Liabilities
Long-term Liabilities
Other Obligations
Net Total Assets
Total Cash Paid
18 March 2008 Positive Goodwill
31 December 2008 Positive Goodwill(*)
Carrying Value
106.590.463
36.797.759
40.812.209
28.980.495
62.790.448
9.061.134
53.729.315
(60.675.776)
(17.679.013)
(42.996.763)
(621.293)
(621.293)
108.083.842
(*) Goodwill from the acquisition of Godiva Belgium BVBA is disclosed in investments based on the equity method.
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
75
17.INVESTMENT PROPERTY
18. TANGIBLE ASSETS (NET)
Movements of tangible assets between 1 January 2008 and 31 December 2008 are as follows:
Cost
Land
Land improvements
Buildings
Machinery, plant and equipment
Vehicles
Furniture and fixtures
Leasehold improvements
Other tangible assets
Construction in progress
1 January 2008
3.210.302
5.770.007
158.637.820
274.800.627
11.464.127
31.071.691
16.180.503
1.864.738
13.635.469
516.635.284
Addition
1.404.000
17.165
10.394.464
2.085.670
81.017
640.296
86.801
2.455.187
34.570.289
51.734.889
Disposal
(711.614)
(13.482.684)
(6.289.715)
(5.397.185)
(856.113)
(2.449)
(26.739.760)
Transfers
149.188
5.258.414
23.405.660
579.511
23.939
(29.416.712)
-
31 December 2008
3.902.688
5.936.360
160.808.014
294.002.242
6.147.959
31.435.385
16.264.855
4.343.864
18.789.046
541.630.413
Accumulated depreciation
Land
Land improvements
Buildings
Machinery, plant and equipment
Vehicles
1 January 2008
(855.464)
(25.857.370)
(176.180.663)
(4.866.369)
(28.897.143)
(4.555.055)
(1.731.188)
(242.943.252)
Addition
(209.322)
(1.420.324)
(12.274.213)
( 382.527)
(1.702.615)
( 840.242)
(6.248.668)
(23.077.911)
Disposal
547.497
4.893.876
2.617.262
722.068
164
8.780.867
Transfers
-
31 December 2008
(1.064.786)
(26.730.197)
(183.561.000)
( 2.631.634)
(29.877.690)
( 5.395.133)
(7.979.856)
(257.240.296)
Net Book Value
273.692.032
284.390.117
76
Movements of tangible assets between 1 January 2007 and 31 December 2007 are as follows:
Transfers
Change in
Consolidation
Structure
Reclassifications(*)
31 December
2007
-
-
3.210.302
(6.300)
-
5.770.007
-
158.637.820
Cost
1 January 2007
Addition
Disposal
Land
3.284.095
50.000
(123.793)
-
Land improvements
5.679.066
86.022
-
11.219
Buildings
165.048.586
15.640
(2.878.103)
651.697
(4.200.000)
Machinery, plant and
equipment
256.832.395
2.195.170
(34.852)
18.607.174
(2.799.260)
-
274.800.627
Vehicles
10.880.039
159.786
(2.661.688)
1.737
-
3.084.253
11.464.127
30.419.601
948.653
(829.909)
543.212
(9.866)
-
31.071.691
15.718.088
462.415
-
-
-
-
16.180.503
1.864.738
-
-
-
-
-
1.864.738
Construction in progress
2.033.626
33.833.060
(2.409.615)
(19.821.602)
-
-
13.635.469
491.760.234
37.750.746
(8.937.960)
(6.563)
(7.015.426)
3.084.253
516.635.284
Change in
Consolidation
Structure
Reclassifications(*)
31 December
2007
Accumulated depreciation
Land
1 January 2007
Addition
Disposal
Transfers
-
-
-
-
-
-
-
(595.686)
(259.936)
-
-
158
-
(855.464)
(21.744.045)
(4.651.882 )
419.557
-
119.000
-
(25.857.370)
(162.627.058)
(15.791.917)
9.071
-
2.229.241
-
(176.180.663)
(4.963.906)
(685.761)
1.806.986
-
-
(1.023.688)
(4.866.369)
(27.596.548)
(1.886.352)
568.828
-
2.333
14.596
(28.897.143)
(3.694.549)
(845.910 )
-
-
-
(14.596)
(4.555.055)
(1.731.188)
-
-
-
-
(222.952.980)
( 24.121.758)
2.804.442
-
2.350.732
(1.023.688)
(242.943.252)
Land improvements
Buildings
Machinery, plant and
equipment
Vehicles
Net Book Value
268.807.254
(1.731.188)
273.692.032
(*) The Group performed reclassifications between Tangible Assets and Intangible Assets to the closing balance of December 31, 2007
(Footnote 41).
The useful lifes of tangible assests are as follows:
Buildings
Land improvements
Machinery and equipment
Vehicles
Furniture and fittings
Useful life
25 – 50 years
10 – 50 years
4 – 15 years
4 – 10 years
4 – 10 years
3 – 10 years
5 – 10 years
ANNUAL REPORT 2008
77
ÜLKER BİSKÜVİ
19. INTANGIBLE ASSETS (NET)
Movements of intangible assets between 1 January 2008 and 31 December 2008 are as follows:
Cost
Rights
Research and development costs
Other intangible assets
Computer software
1 January 2008
20.234.534
7.249
521.486
41.955
20.805.224
Addition
8.463
67.979
76.442
Disposal
-
31 December 2008
20.242.997
7.249
589.465
41.955
20.881.666
Accumulated amortization
Rights
Computer software
1 January 2008
(18.089.755)
(4.457)
(366.743)
(22.366)
(18.483.321)
Addition
(295.438)
(725)
(20.467)
(7.271)
(323.901)
Disposal
-
31 December 2008
(18.385.193)
(5.182)
(387.210)
(29.637)
(18.807.222)
Net Book Value
2.321.903
2.074.444
Movements of intangible assets between 1 January 2007 and 31December 207 are as follows:
Cost
Rights
Computer software
Accumulated Amortization
Rights
Computer software
Net Book Value
1 January 2007
20.486.338
7.249
521.486
37.040
21.052.113
1 January 2007
(17.310.348)
(3.733)
(345.303)
(14.958)
(17.674.342)
Addition
2.994.770
4.915
2.999.685
Addition
(1.897.232)
(724)
(21.440)
(7.408)
(1.926.804)
Disposal
-
Change in
Consolidation
Structure
(162.321)
(162.321)
Reclassifications
(3.084.253)
(3.084.253)
31 December
2007
20.234.534
7.249
521.486
41.955
20.805.224
Disposal
-
Change in
Consolidation
Structure
94.137
94.137
Reclassifications
1.023.688
1.023.688
31 December
2007
(18.089.755)
(4.457)
(366.743)
(22.366)
(18.483.321)
3.377.771
2.321.903
The intangible assets are amortized on a straight-line basis over their estimated useful lives for the period.
Rights
Advertising films
Useful Life
2 – 15 years
5 – 12 years
Period of the right of usage
In Amortization expenses, 13.650.202 TL (31 December 2007: 16.817.848 TL) is included in cost of goods sold, 7.020 TL ( 31 December 2007:
15.435 TL) is included in research and development expenses, 3.679.506 TL ( 31 December 2007: 4.257.390 TL) is included in marketing and
selling expenses and 6.065.084 TL( 31 December 2007: 4.957.889 TL ) are included in general administrative expenses.
78
20. GOODWILL
Ülker Bisküvi Sanayi A.Ş., acquired 4,725% share, which corresponds to 968.625 shares, of the total equity of Atlas Gıda Pazarlama Sanayi ve
Ticaret A.Ş. for TL 2.405.600 from Dynamic Growth Fund on 19 October 2007. As a result of this acquisition a positive goodwill amounting TL
1.534.035 has been generated. The impairment calculations have been performed as of 30 June 2008 and as a result of this assessment no
impairment for the goodwill was noted (31 December 2007:TL 1.534.035).
The goodwill resulting from the acquisition of Godiva Belgium BVBA and G-New Inc is presented in Note 16.
21. GOVERNMENT GRANTS AND INCENTIVES
Group has received government incentive in the current period amounting TL 518.264. ( 31 December 2007:TL 1.300.984). This benefit is
considered as government incentives and explained on Note 2.
22. PROVISIONS, CONTINGENT ASSETS AND LIABILITIES
Short-Term Provisions
Provision for lawsuits
31 December 2008
2.097.964
2.097.964
31 December 2007
1.885.127
1.885.127
a) Gurantees Received and Given
aa)
Guarantee letters given
Export commitments
Guarantees given
USD
(TL)
7.679.516
32.740.421
1.079.564.870
1.119.984.807
EUR
(TL)
12.659
12.659
31 December 2008
GBP
Total FX
(TL)
(TL)
7.692.175
32.740.421
- 1.079.564.870
- 1.119.997.466
TL
28.779.140
28.779.140
Total
36.471.315
32.740.421
1.079.564.870
1.148.776.606
ab)
Guarantee letters given
Export Commitments
Import letter of credit
Guarantees given
USD
(TL)
5.850.556
26.942.870
11.647.000
44.440.426
EUR
(TL)
10.112
392.063
402.175
31 December 2007
GBP
Total FX
(TL)
(TL)
5.860.668
26.942.870
392.063
11.647.000
44.842.601
TL
40.717.533
40.717.533
Total
46.578.201
26.942.870
392.063
11.647.000
85.560.134
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
79
b) Lawsuits Filed by and Against to the Group
ba) As of 31 December 2008 ;
Lawsuits filed by the Group:
TL
1.165.000
380.272
40.888
818.724
267.450
2.672.334
Compensation litigations
Foreclosure proceedings
Tax litigations
Action of debt
Penalty proceedings
Lawsuits filed against to the Group:
TL
183.897
2.099.724
2.283.621
Action of debts (*)
Compensation ligitations (*)
(*) A provision of TL 2.094.964 has been provided for various court cases filed against the Group. For the rest of the lawsuits it is decided not to book any provision because no cash outflow is projected. (31 December 2007: TL 1.885.127).
bb) As of 31 December 2007;
Lawsuits filed by the Group:
Compensation litigations
Foreclosure proceedings
Tax litigations
Action of debt
TL
1.000.000
257.449
46.779
302.509
1.606.737
USD
122.331
122.331
EUR
57.326
57.326
TL
1.022.321
2.124.528
3.146.849
USD
400.000
400.000
EUR
-
Lawsuits filed against to the Group:
Action of debts
Compensation ligitations
23. COMMITMENTS
The Group’s export commitments’ amount is TL 32.740.421 as of 31 December 2008 ( 31 December 2007: 26.942.870 )
80
24. EMPLOYEE BENEFITS
Short Term Provisions
Unused vacation accrual
31 December 2008
1.416.477
1.416.477
31 December 2007
1.338.412
1.338.412
Long Term Provisions
Retirement pay provision
31 December 2008
3.826.257
3.826.257
31 December 2007
3.688.273
3.688.273
Under Turkish Labor Law, the Group is required to pay employment termination benefits to each employee who has qualified. Also, employees are
required to be paid their retirement pay who retired by gaining right to receive according to current 506 numbered Social Insurance Law’s 6 March
1981 dated, 2422 numbered and 25 August 1999 dated, 4447 numbered with 60th article that has been changed.
The amount payable consists of one month’s salary limited to a maximum of TL 2.173,19 for each period of service at 31 December 2008 (31
December 2007: TL 2.087,92). As the maximum liability is revised semi annually, the maximum amount of TL 2.260,05 effective from 1 January
2008 has been taken into consideration in calculation of provision from employment termination benefits.
The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present value of the future
probable obligation of the Group arising from the retirement of employees. IAS 19 requires actuarial valuation methods to be developed to
estimate the entity’s obligation under defined benefit plans. Accordingly, the following actuarial assumptions were used in the calculation of the
total liability:
The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied
represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying financial
statements as at 31 December 2008, the provision has been calculated by estimating the present value of the future probable obligation of the
Group arising from the retirement of the employees. The provisions at the respective balance sheet dates have been calculated assuming an
annual inflation rate of % 5,40 and a discount rate of %12, resulting in a real discount rate of approximately %6,26 (31 December 2007: 5,71%).
Movement of retirement pay provision is as follows:
Opening balance
Service costs
Interest costs
Actuarial gain
Provision released in current period
Payment
Closing balance
25. RETIREMENT BENEFITS
1 January –
31 December 2008
3.688.273
2.157.090
209.528
(264.615)
(1.438.475)
(525.544)
3.826.257
1 January –
31 December 2007
5.443.865
108.030
286.224
(516.903)
(1.632.943)
3.688.273
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
81
26. OTHER ASSETS AND LIABILITIES
Other Current Assets
VAT carried forward
Order advances given
Prepaid expenses
Prepaid taxes and dues
Others
31 December 2008
24.479.267
2.823.760
933.865
10.867.663
3.440.886
42.545.441
31 December 2007
22.186.691
6.833.867
537.796
1.12.351
30.660.705
Other non-current assets
Advances given
31 December 2008
10.197.369
10.197.369
31 December 2007
9.731.139
9.731.139
Other Short-Term Liabilities
Performance and revenue premium provision
Taxes and dues payable
Social security premiums payable
Expense accruals
Other liabilities
31 December 2008
2.377.645
2.526.905
2.028.653
3.085.611
79.301
10.098.115
31 December 2007
1.929.989
2.645.974
1.837.867
1.004.308
842.775
8.260.913
27. SHAREHOLDERS’ EQUITY
The composition of the Company’s paid-in share capital as of 31 December 2008 and 31 December 2007 is as follows:
Shareholders
Dynamic Growth Fund
Others
TL
113.049.151
71.369.033
84.181.816
268.600.000
31 December 2008
Share (%)
%42,09
%26,57
%31,34
% 100,00
TL
113.049.151
71.369.033
84.181.816
268.600.000
31 December 2007
Share (%)
%42,09
%26,57
%31,34
% 100,00
Subsequent to the acquisition of Anadolu Gıda Sanayi A.Ş., the Company increased its registered share capital ceiling to TL 500.000.000 with the
permission of Capital Market Board dated 23 January 2004 and numbered 1301.
Considering additional profit share distribution, Class A and B share certificate owners have been granted a privilege out of the primary dividend
at an additional rate of 17,65%. Additionally, the owners of 22.171 founder certificates not included in the capital structure have been granted
privilege out of the primary dividend at the rate of 11,76%. Class A and D share certificate owners have also been granted privilege for 4 and 1
vote respectively, for appointing candidates for board of directors.
Ülker Bisküvi Sanayi A.Ş.’s registered capital ceiling is TL 500.000.000, the capital equity has increased from TL 241.087.000 to TL 268.600.000
through a transfer from gain on sale of tangible assets amounting TL 27.486.141 and TL 26.858 from extraordinary reserves. However, a balance
of TL 849.173 which exists in Ülker Bisküvi Sanayi A.Ş.’s legal records but can not be presented as a part of the consolidated financial statements
according to capital markets regulations are balanced within the shareholder’s equity balances through debit in the retained earnings balance.
82
b) Valuation Funds
Valuation Funds are the effects of valuation of the available for sale investments using their fair values. If the investment which is carried at its fair
value is disposed, the related valuation fund is reflected to the income statement of the period. If the valuation resulted by an impairment of an
investment the related valuation fund is also reflected to the income statement of the period.
The valuation fund of the Group as of December 31, 2008 is amounting to 125.668.539 TL (December 31,2007: 151.828.984 TL).
c) Restricted Reserves Appropriated from Profit
Restricted reseves appropriated from profit are composed of legal reserves.
Legal reserves comprise of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code. The first legal reserve
is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share
capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 5% per annum of all cash dividend
distributions.
In accordance with the CMB’s requirements which were effective until 1 January 2008, the amount generated from the first-time application of
inflation adjustments on financial statements, and followed under the “accumulated loss” item was taken into consideration as a reduction in the
calculation of profit distribution based on the inflation adjusted financial statements within the scope of the CMB’s regulation issued on profit
distribution. The related amount that was followed under the “accumulated loss” item could also be offset against the profit for the period (if
any) and undistributed retained earnings and the remaining loss amount could be offset against capital reserves arising from the restatement of
extraordinary reserves, legal reserves and equity items, respectively.
In addition, in accordance with the CMB’s requirements which were effective until 1 January 2008, at the first-time application of inflation
adjustments on financial statements, equity items, namely “Capital issue premiums”, “Legal reserves”, “Statutory reserves”, “Special reserves” and
“Extraordinary reserves” were carried at nominal value in the balance sheet and restatement differences of such items were presented in equity
under the “Shareholders’ equity inflation restatement differences” line item in aggregate. “Shareholders’ equity inflation restatement differences”
related to all equity items could only be subject to the capital increase by bonus issue or loss deduction, while the carrying value of extraordinary
reserves could be subject to the capital increase by bonus issue; cash profit distribution or loss deduction.
However, in accordance with the CMB’s Decree Volume: XI; No: 29 issued on 1 January 2008 and other related CMB’s announcements, “Paid-in
capital”, “Restricted reserves” and “Premium in excess of par” should be carried at their registered amounts in statutory records. Restatement
differences (e.g. inflation restatement differences) arising from the application of the Decree should be associated with:
- “Capital restatement differences” account, following the “Paid-in capital” line item in the financial statements, if such differences are arising
from “Paid-in Capital” and not added to capital;
- “Retained earnings/Accumulated loss”, if such differences are arising from “Restricted reserves” and “Premium in excess of par” and has not
been subject to profit distribution or capital increase.
Other equity items are carried at the amounts that are valued based on the CMB’s Financial Reporting Standards.
Capital restatement differences can only be included in capital.
ANNUAL REPORT 2008
83
ÜLKER BİSKÜVİ
Profit distrubiton:
Based on the CMB’s decree issued on 9 January 2009, for listed companies, minimum profit distribution rate shall be applied as 20% for the year
2008 (31 December 2007: 20%). In accordance with this decree and CMB’s Decree Volume: IV, No: 27 “Decree for the Principles of the Distribution
of Dividends and Dividend Advances for Listed Companies Regulated by CMB”, depending on the decision made in general shareholders’ meeting,
the profit distribution can be made either by giving bonus shares to shareholders which are issued either in cash or by adding dividend to capital
or giving some amount of cash and some amount of bonus shares to shareholders. If the primary dividend amount determined is less than 5% of
the paid-in capital, the Decree gives the option to not to distribute the related amount and to keep it within the equity. However, for companies that
have not made any dividend distributions in the prior period and therefore, has classified their shares as “old shares” and “new shares” and those
that will distribute dividends from the profit for the year obtained from their activities, primary dividend amount shall be distributed in cash.
If the profit distribution calculated in accordance with the CMB’s minimum profit distribution requirement over the net profit distribution
calculated based on the CMB’s standards is recovered in full from distributable profit presented in the statutory accounts, the related amount will
be distributed fully, if not, net distributable profit amount presented in the statutory accounts will be distributed fully.
Resources Available for Profit Distribution:
The Group has in its legals books a profit for the period of TL 15.448.738 (31 December 2007: TL 97.968.374,30) and other reserves of TL
127.959.500TL (31 December 2007: TL 71.046.545,34) that can be utilized for profit distribution.
d) Retained Earnings
Details of the retained earnings is as follows:
Retained earnings
Capital-investment elimination (*)
Extraordinary reserves
Inflation restatement differences of shareholders’ equity accounts other
than capital and legal reserves
Other Reserves
31 December 2008
57.582.388
(115.084.884)
142.317.148
31 December 2007
44.836.038
(115.084.884)
78.525.934
38.728.240
3.858.862
127.401.754
38.728.240
3.858.862
50.864.190
(*) The positive goodwill amounting to TL 115.705.451 and negative goodwill amounting to TL 620.567 were written off from assets of the Group
as of 1 January 2006 and this amount was recorded under capital – investment elimination account due to the fact that such balances have
resulted from the acquisitions of entities under common control.
Minority interest
The amount of minority interest as of 31 December 2008 is equal to TL 47.691.649.(31 December 2007: TL 44.070.800). The minority share of TL
3.625.832 on operating results for the period between 1 January – 31 December 2008 has been presented separately from the net profit for the
same period in the accompanying consolidated statements of income (1 January – 31 December 2007: 7.456.090 TL )
84
28. REVENUE AND COST OF SALES
a) The detail of operating income is as follows:
Domestic sales
Export sales
Other operating income
Sales returns (-)
Sales discounts (-)
Sales Income (net)
1 January
31 December 2008
1.523.166.257
256.355.113
41.360.329
(74.548.366)
(334.172.926)
1.412.160.407
1 January
31 December 2007
1.399.348.335
256.781.060
78.151.024
(43.680.343)
(281.713.369)
1.408.886.707
1 January
31 December 2008
516.832.778
84.590.851
42.361.904
13.650.202
64.156
(10.558.333)
646.941.558
458.888.389
1.105.829.947
1 January
31 December 2007
434.602.435
66.833.834
33.359.204
16.817.848
(1.283.016)
(18.139.382)
532.190.923
566.706.494
2.751.914
1.101.649.331
b) Cost of sales
Raw materials used
Personnel expenses
Production overheads
Depreciation expenses
Change in work-in-progress inventories
Change in finished goods inventories
Cost of merchandises sold
Cost of trade goods sold
Cost of services rendered
Cost of sales
29. RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SELLING AND DISTRIBUTING EXPENSES, GENERAL ADMINISTRATIVE EXPENSES
Marketing, selling and distribution expenses
General administrative expenses
Research and development expenses
1 January
31 December 2008
(181.764.610)
(52.252.476)
(961.310)
(234.978.396)
1 January
31 December 2007
(195.474.658)
(36.888.232)
(1.025.381)
(233.388.271)
ANNUAL REPORT 2008
85
ÜLKER BİSKÜVİ
30. EXPENSES BY NATURE
The detail of operating expenses are as follows;
Marketing, Selling and Distribution Expenses
Personnel expenses
Marketing expenses
Depreciation and amortization expenses
Other
General Administrative Expenses
Personnel expenses
Operating expenses
Consultancy expenses
Taxes,duties and levies
Other
Research and Development Expenses
Personnel expenses
Materials used
Consultancy expenses
Other
1 January
31 December 2008
1 January
31 December 2007
(21.157.881)
(150.670.991)
(3.679.506)
(6.256.232)
(181.764.610)
(18.925.119)
(162.903.929)
(4.257.390)
(9.388.220)
(195.474.658)
(16.586.476)
(17.859.903)
(6.065.084)
(5.842.975)
(1.570.334)
(4.327.704)
(52.252.476)
(14.711.298)
(6.950.111)
(4.957.889)
(4.346.391)
(1.319.109)
(4.603.434)
(36.888.232)
(254.164)
(225.536)
(7.020)
(356.077)
(118.513)
(961.310)
(328.774)
(160.129)
(15.435)
(341.109)
(179.934)
(1.025.381)
(*) The operating expenses of the Group mainly comprises of management support, information technology and administaration expenses reflected by Yıldız Holding.
31. OTHER OPERATING INCOME/(EXPENSES)
a) The detail of other operating income is as follows;
Gain on sale of property, plant and equipment
Provisions released
Rent income
Dividend income
Other ordinary income and profits
1 January
31 December 2008
12.299.698
587.601
6.658.034
15.217.814
10.331.744
45.094.891
1 January
31 December 2007
4.842.614
4.351.813
6.028.053
9.995.704
11.320.955
36.539.139
86
b) The detail of other operating expenses is as follows;
Provision expense
Loss on sale of property, plant and equipment
Tax penalty
Other expenses
1 January
31 December 2008
(115.837)
(3.015.982)
(75.200)
(750.043)
(3.957.062)
1 January
31 December 2007
(577.054)
(190.828)
(3.638.051)
(6.481.723)
(10.887.656)
1 January
31 December 2008
243.764.181
42.805.497
62.264.761
4.672.310
14.763
353.521.512
1 January
31 December 2007
68.389.462
45.324.017
31.000.300
7.659.189
152.372.968
1 January
31 December 2008
(201.795.908)
(180.088.141)
(35.856.357)
(4.862.112)
(4.833.290)
(427.435.808)
1 January
31 December 2007
(50.247.767)
(20.174.012)
(30.768.673)
(5.050.968)
(2.604.673)
(108.846.093)
32.FINANCE INCOME
Foreign exchange gain
Financing Income from forward sales
Foreign currency and interest gain from financing
Discount income
Other
33.FINANCE EXPENSES
Foreign exchange loss (-)
Foreign currency and interest gain from financing
Financing expense from forward purchases
Discount expense
Other
34. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
None. (31 December 2007: None.)
35. DEFERRED TAX ASSETS AND LIABILITIES
The Group, accounts deferred tax assets and liabilities for temporary timing differences rooted from differences between legal financial
statements and financial statements prepared in accordance with IFRS. Those differences in question are caused generally by the fact that some
profit and loss accounts come up in different periods in legal financial statements and financial statements prepared in accordance with IFRS.
Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes,
as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis.The rate applied in the
calculation of deferred tax assets and liabilities is 20% (2007: 20%).
ANNUAL REPORT 2008
87
ÜLKER BİSKÜVİ
Subsidiaries that have deferred tax asset:
Deferred tax bases
Deferred tax assets
31 December 2008 31 December 2007
Indexation and useful life differences of tangible and
intangible assets
Financial instruments valuation differences
Profit margin elimination on inventory
Discount of trade receivables/payables (net)
Allowance for employee termination benefits
Allowance for doubtful receivables
Previous year losses
Other
(9.722.455)
(1.579.220)
555.715
(978.540)
(7.228.630)
(14.738.555)
(2.539.947)
(36.231.632)
(1.456.885)
1.407.420
(531.175)
(1.064.550)
(5.561.755)
(18.116.265)
(5.522.310)
(30.845.520)
Deferred tax liabilities
117.954.970
131.783.420
(2.571.920)
319.175
(2.946.810)
(2.000.964)
1.516.005
244.053.876
116.952.290
158.329.920
(2.095.365)
1.663.130
(3.106.880)
(4.031.830)
(1.885.125)
148.100
265.974.240
Deferred tax asset/liabilities
Deferred tax assets
Indexation and useful life differences of tangible and
intangible assets
Financial instruments valuation differences
Profit margin elimination on inventory
Discount of trade receivables/payables (net)
Allowance for employee termination benefits
Allowance for doubtful receivables
Previous year losses
Other
(1.944.491)
(78.961)
111.143
(195.708)
(1.445.726)
(2.947.711)
(507.989)
(7.009.443)
Movement of Deferred Tax Liabilities:
Opening balance
Taxation net off funds in equity
Deferred tax (income)
(291.377)
70.371
(106.235)
(212.910)
(1.112.351)
(3.623.253)
(1.104.462)
(6.380.217)
Deferred tax liabilities
23.590.994
6.589.171
(514.384)
63.835
(589.362)
(400.193)
303.201
29.043.262
23.390.458
7.916.496
(419.073)
332.626
(621.376)
(806.366)
(377.025)
29.620
29.445.360
1 January
31 December 2008
23.065.143
(1.358.608)
327.284
22.033.819
1 January
31 December 2007
22.442.917
7.986.859
(7.364.633)
23.065.143
The Group is subject to Turkish corporate taxes. Provision is made in the accompanying financial statements for the estimated charge based on the
Group’s results for the year.
Corporate Tax
The Company and its Turkish subsidiaries are subject to Turkish corporate taxes. Provision is made in the accompanying financial statements for
the estimated charge based on the Group’s results for the period.
Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding back non-deductible
expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized.
The effective tax rate in 31 December 2008 is 20% (31 December 2007: 20%).
88
In Turkey, advance tax returns are filed on a quarterly basis. The advance corporate income tax rate is 20% in 2008 (31 December 2007: 20%).
Losses are allowed to be carried 5 years maximum to be deducted from the taxable profit of the following years. However, losses occurred cannot
be deducted from the profit occurred in the prior years retroactively.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns between 1-25 April
following the close of the accounting year to which they relate. The companies with special accounting periods, file their tax returns between
1st-25th of fourth month after fiscal year end. Tax authorities may, however, examine such returns and the underlying accounting records and may
revise assessments within five years.
Income witholding tax
In addition to corporate taxes, companies should also calculate income withholding taxes and funds surcharge on any dividends distributed, except
for resident companies in Turkey which include this dividend income in their taxable profit for the related period and Turkish branches of foreign
companies. The rate of income withholding tax is 10% starting from 24 April 2003. This rate was changed to 15% with the code numbered 5520
article 15 commencing from 21 June 2006. However until the resolution of council of ministers, it was used as 10%. After the resolution, declared
in Official Gazette in 23 July 2006, this rate is changed to 15% effective from 23 July 2006.
Undistributed dividends incorporated in share capital are not subject to income withholding taxes. Withholding tax at the rate of 19,8% is still
applied to investment allowances relating to investment incentive certificates obtained prior to 24 April 2003. Subsequent to this date, companies
can deduct 40% of the investments within the scope of the investment incentive certificate and that are directly related to production facilities of
the company. The investments without investment incentive certificates do not qualify for tax allowance.
Investment incentive certificates are revoked commencing from 1 January 2006. If companies cannot use investment incentive due to inadequate
profit, such outstanding investment incentive can be carried forward to following years as of 31 December 2005 so as to be deducted from taxable
income of subsequent profitable years. However the companies can deduct the carried forward outstanding allowance from 2006, 2007 and 2008
taxable income. The investment incentive amount that cannot be deducted from 2008 taxable income will not be carried forward to following
years.
The tax rate that the companies can use in the case of deducting the tax investment incentive amount in 2006, 2007 and 2008 is 30%. If the
Company cannot use the investment incentive carried forward, the effective tax rate will be 20% and the unused investment incentive will be
cancelled.
As the Group did not use any investment incentives, the Company has used 20% corporate tax rate.
Provision for taxation as of 31 December 2008 and 31 December 2007 are as follows:
Current tax provision
Prepaid taxes and funds
Taxation in the balance sheet
31 December 2008
(4.118.292)
4.099.902
(18.390)
31 December 2007
(31.226.321)
26.497.158
(4.729.163)
Current tax provision
Deferred tax benefit
Taxation in the statement of income
(4.118.292)
(327.284)
(4.445.576)
1 July31 December 2007
(31.226.321)
7.364.633
(23.861.688)
ANNUAL REPORT 2008
89
ÜLKER BİSKÜVİ
The reconciliation of taxation as of 31 December 2008 and 2007 are as follows:
Profit before tax
23.756.641
147.391.620
Effective tax rate
20%
20%
4.751.328
29.478.324
2.742.731
(4.590.469)
(34.348)
(2.677.999)
4.254.333
2.634.149
(6.010.727)
(3.833.211)
1.593.153
4.445.576
23.861.688
Reconciliation of taxation:
Expected taxation
Tax effects of:
- Non-deductible expenses
- Dividends and other non-taxable income
- Carryforward tax losses
- Exempt from tax
- Consolidation adjustments
Taxation in the statement of income
36. EARNINGS PER SHARE
A summary of the Group’s weighted average number of shares outstanding as of 31 December 2008 and 2007 and computation of earnings per
share set out here as follows (cash increases are assumed to exclude founder shares):
Weighted average number of common stock outstanding
Net profit
Basic Earnings Per Share (1 TL par value each)
26.860.000.000
15.685.234
0,06
26.860.000.000
116.073.842
0,43
31 December 2008
89.321.243
538.241.741
627.562.984
31 December 2007
97.212.485
260.347.566
357.560.051
37. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
a) The detail of receivables from related parties is as follows:
Trade receivables
Non-trade receivables
Trade receivables from retaled parties is mainly composed of sales transactions and approximate maturity is 2 months. Non-trade receivables are
loans given to related parties, and interest is received as quarterly based on effective market interest rate. The interest rate used in 31 December
2008 is & 23.(31 December 2008: 18%).
90
The detail of trade and non-trade receivables is as follows:
31 December 2008
Trade
Non-Trade
Principle Shareholders
Subsidiaries
Hero Gıda Sanayi ve Ticaret A.Ş
Other Companies
Hamle Company Ltd. (Kazakistan)
Atlantik Gıda Pazarlama ve Tic. A.Ş.
Pasifik Tük. Ürün. Satış Ve Ticaret A.Ş.
Esas Pazarlama ve Tic. A.Ş
Teközel Gıda T.Sağ. Mrk. Hiz. San. Tic. A.Ş.
Fresh Cake Gıda San.ve Tic. A.Ş
Merkez Gıda Pazarlama San. ve Tic. A.Ş.
GF Lovell Deutshland GMBH
Ülker Çikolata Sanayi A.Ş
Anadolu Gıda San.A.Ş
Ak Gıda San. ve Tic. A.Ş.
Della Gıda San.ve Tic. A.Ş.
BİM Birleşik Mağazalar A.Ş.
Other
31 December 2007
Trade
Non-Trade
105.379
467.928.846
-
203.297.485
12.106.903
-
9.657.636
-
15.549.453
13.503.700
8.522.854
8.112.014
7.012.262
4.241.705
3.337.092
3.236.045
3.203.620
2.050.775
1.237.826
7.101.615
89.321.243
19.821
12.149.575
16.852.939
15.123.000
26.167.560
538.241.741
4.466.674
5.460.278
104.435
18.325.034
11.305.950
17.138.570
3.769.087
4.450.122
2.147.040
7.421.728
35.841
543
7.760.363
5.169.184
97.212.485
374.239
13.681.600
11.647.000
11.647.000
19.700.242
260.347.566
In addition to the balances above, there are bank deposits amounting to TL 753.682 at Türkiye Finans Katılım Bankası A.Ş. (31 December 2007: TL
882.423)
The trade receivables from related parties mainly comprises the sales to Atlantik Gıda Pazarlama ve Tic. A.Ş and Pasifik Tük. Ürün. Satış Ve Ticaret
A.Ş. which undertakes the sales of biscuit and chocolate covered biscuit in domestic market under Ülker umbrella. The non-trade receivables from
related parties comprises the interest invoices issued to Yıldız Holding, Ülker Çikolata Sanayi A.Ş, Ak Gıda San. ve Tic. A.Ş. and Della Gıda San.ve
Tic. A.Ş
b) The detail of payables to related parties is as follows:
Payables to related parties is due to purchases and approximately matured in 2 months.
Short-Term Payables
Trade payables
Non-trade payables
Long-Term Payables
Trade payables (*)
31 December 2008
31 December 2007
222.974.689
65.704.715
288.679.404
169.662.742
555.720
170.218.462
-
3.066.309
3.066.309
ANNUAL REPORT 2008
91
ÜLKER BİSKÜVİ
The detail of trade and non-trade payables is as follows:
31 December 2008
Trade
Non-Trade
Subsidiaries
Hero Gıda Sanayi ve Ticaret A.Ş
Pendik Nişasta Sanayi A.Ş
Other Companies
Fresh Cake Gıda San.ve Tic.A.Ş
Besler Gıda ve Kimya San. Tic. A.Ş.
Önem Gıda San. ve Tic. A.Ş
Öncü Pazarlama ve Ticaret A.Ş
Ak Gıda San. ve Tic. A.Ş.
Anadolu Gıda San.A.Ş.
Netlog Lojistik Hizmetleri A.Ş.
Tire Kutsan O.M.K. ve K. San. A.Ş.
Ülker Çikolata Sanayi A.Ş.
Atlantik Gıda Pazarlama ve Tic. A.Ş.
Esas Pazarlama ve Tic. A.Ş.
Other
31 December 2007
Trade
Non-Trade
1.400.019
65.376.459
2.283.165
-
7.236.176
989.361
-
11.069.572
2.392.694
-
63.655.583
57.269.639
40.663.788
13.199.028
9.085.015
6.361.129
4.826.609
2.978.464
2.900.337
1.767.261
137.847
29.152
10.475.281
222.974.689
14.871
313.385
65.704.715
37.868.220
53.399
30.203.321
7.914.566
35.693.946
5.414.082
2.561.258
2.640.351
2.390.457
2.217.188
14.381.667
4.423.754
8.155.102
169.662.742
555.720
555.720
The trade payables to related parties mainly comprises the raw materials and finished goods purchases from Fresh Cake Gıda San.ve Tic.A.Ş,
Besler Gıda ve Kimya San. Tic. A.Ş. and Önem Gıda San. ve Tic. A.Ş and the advances given to Pasifik Tük. Ürün. Satış Ve Ticaret A.Ş. The non-trade
payables to related parties mainly comprises the information service, management and corporate support received from Yıldız Holding A.Ş.
92
c) The detail of purchases from and sales to related parties is as follows:
1 January –
31 December 2008
Purchases
Sales
Subsidiaries
Hero Gıda San. ve Tic. A.Ş.
Pendik Nişasta San. A.Ş.
Other Companies
Besler Gıda ve Kimya Sanayi ve Ticaret A.Ş.
Fresh Cake Gıda Sanayi ve Ticaret A.Ş.
Önem Gıda San. ve Tic. A.Ş
Ak Gıda Sanayi ve Ticaret A.Ş.
Ülker Çikolata San.A.Ş.
Anadolu Gıda Sanayi A.Ş.
Örgen Gıda A.Ş.
Komili Kağıt ve Kiş.Bak. Ürt. San.ve T.A.Ş.
Della Gıda Sanayi Ve Tic. A.Ş.
Baycan Çiklet Ve Gıda Sanayi A.Ş.
Esas Pazarlama Ve Ticaret A.Ş.
Atlantik Gıda Pazarlama ve Ticaret A.Ş.
Bizim Toplu Tüketim Paz. San. Ve Tic. A.Ş.
Teközel G.,Tem., Sağ. Mrk. Hz.Sn.ve T.A.Ş.
Merkez Gıda Pazarlama Ve Ticaret A.Ş.
Other
1 January –
31 December 2007
Purchases
Sales
45.605.461
8.533.385
46.213.390
31.503
46.617.411
10.980.119
38.359.829
368.538
155.103.201
105.060.552
83.122.189
44.697.636
39.067.232
24.645.961
19.879.602
13.458.972
7.477.797
7.283.698
3.206.356
1.327.160
167.915
147.398
140.504
54.104
27.661
18.479.192
577.485.976
6.926.336
11.013.004
1.034.532
6.338.906
21.239.975
19.903.648
302.413
3.300.866
864.382
1.013.920
296.356
64.322.531
33.558.766
7.806.390
57.747.822
22.092.569
112.732.724
15.105.256
431.845.289
130.658.673
136.287.311
84.619.480
42.444.712
50.547.403
16.382.071
26.930.372
14.133.732
10.035.719
6.612.483
6.518.006
20.365.402
245.847
97.477
313.288
206.878
309.960
60.658.775
664.965.119
5.456.975
48.977.668
8.839.532
5.099.531
39.410.118
12.650.493
57.628
3.527.750
1.688.661
714.685
1.680.908
77.740.879
41.681.467
7.128.332
30.394.570
24.538.742
1.712.586
37.848.214
387.877.106
The Group mainly acquires raw materials from Besler Gıda ve Kimya Sanayi ve Ticaret A.Ş which produces vegetable oil and margarine, Pendik
Nişasta San.A.Ş, Ak Gıda Sanayi ve Tic.A.Ş and Önem Gıda San ve Tic.A.Ş.The Group sells its products to Esas Pazarlama Ve Ticaret A.Ş., Atlantik
Gıda Pazarlama ve Tic. A.Ş, Pasifik Tük. Ürün. Satış Ve Ticaret A.Ş
ANNUAL REPORT 2008
93
ÜLKER BİSKÜVİ
d) The detail of income and expenses pertaining to interest, rent and services arising from transactions with related parties is as follows:
For the twelve months period ended 31December 2008;
Subsidiaries
Hero Gıda Sanayi ve Tic.A.Ş.
Pendik Nişasta Sanayi ve Tic.A.Ş
Other Companies
Netlog Lojistik Hizmetleri A.Ş.
Öncü Pazarlama ve Ticaret A.Ş
Ülker Çikolata San.A.Ş.
Pasifik Tük.Ürn. Satış ve Tic.A.Ş
Başak Sağlık Hizm.A.Ş
Besler Gıda ve Kim. San. ve Tic.A.Ş
Anadolu Gıda Sanayi A.Ş.
Natura Gıda Sanayi ve Ticaret A.Ş.
Della Gıda Sanayi ve Ticaret A.Ş.
Seher Gıda Paz. San. ve Ticaret A.Ş.
Fon Finansal Kiralama A.Ş.
Bim Birleşik Mağazalar A.Ş
Other
Rent
Income
Rent
Expense
Service
Income
Service
Expense
Interest
Income
Interest
Expense
136.978
2.350.312
236.199
26.108.811
26.366.822
5.608.836
27.789
540
180
-
496.024
276.470
131.020
-
-
-
3.193.714
107.001
414.226
85.727
2.606
235
254.345
334.584
269.018
4.826.763
1.585.187
205.413
5.009
500
286.291
42.350
200.925
4.676.167
435.763
804.592
123.552
186.064
1.693
91.481
1.225.991
15.935
29.902
4.375
402.095
4.330.946
40.366.023
30.987.217
2.865.778
640.527
510.725
89.478
60.380
16.433
14.408
8.358
859
2.039.898
3.954
4.240.070
108.083.939
979.457
125.389
880.587
907.612
1.345.527
1.636
20.000
897.146
150.440
1.097.283
2.532.841
33.139.871
14.439
7.788.144
For the period ended 31 December 2007, 4.730.311 TL rent income, 2.672.349 TL rent expense and 6.675.293 TL service income, 97.584.961 TL
service expense, 26.778.353 TL interest income and 1.728.221 TL interest expense is occured.
Please refer to Note 1 for the explanation of AGS Anadolu Gıda Sanayi ve Ticaret A.Ş which is excluded from the scope of the consolidation. Also
please refer to Note 2 for the explanation regarding the addition of Rekor Gıda Pazarlama Sanayi ve Ticaret A.Ş. into the consolidation scope.
e) Benefits provided to board members and key management personnel:
BOD Members
Senior management
31 December 2008
1.701.492
4.075.472
5.776.964
31 December 2007
1.596.914
3.504.034
5.100.948
f) The detail of guarantees, commitments and advances given in favour of related parties is as follows (in original currencies).
TL
USD
31 December 2008
250.000
703.856.292
31 December 2007
1.000.156
178.366.248
94
38. NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS
(a) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to
stakeholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 8, cash and cash equivalents disclosed in note
6 and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in note 27.
The management of the Group considers the cost of capital and the risks associated with each class of capital. The management of the Group aims
to balance its overall capital structure through the payment of dividends, new share issues and the issue of new debt or the redemption of existing
debt.
The Group controls its capital with the liability/total capital ratio.Net liability is divided by total capital in this ratio.Cash and cash equivalents is
substracted from total liabilities to calculate the net liability. The shareholder’s equity is added to net liabilties to calculate the total capital.
Net liability/Total capital ratio as of 31 December 2008 and 31 December 2007 is as follows;
Total liabilities
Negative: Liquid assets
Net liabilities
Total shareholder’s equity
Total capital
Net Liability/Total Capital Ratio
31 December 2008
1.120.355.112
(154.180.917)
966.174.195
705.944.420
1.672.118.615
31December 2007
567.857.233
(34.947.778)
532.909.455
716.159.403
1.249.068.858
%58
% 43
b) Financial Risk Factors
The risks of the Group, resulted from operations, include market risk (including currency risk, fair value interest rate risk and price risk), credit
risk, liquidity risk and cash flow interest rate risk. The Group’s risk management program generally seeks to minimize the effects of uncertainty in
financial market on financial performance of the Group.
Risk management is implemented by finance department according to the policies approved by Board of Directors. The Group’s finance
department provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the
financial risks relating to the operations of the Group through internal risk reports which analyses exposures by degree and magnitude of risks.
The written procedures are formed by Board of Directors to manage the foreign currency risk, interest risk, credit risk, use of derivative and nonderivative financial instruments and the assessment of excess liquidity.
ANNUAL REPORT 2008
95
ÜLKER BİSKÜVİ
(b-1) Credit Risk Management
Receivables
Credit Risk of Financial Instruments
31 December 2008
Maximum net credit risk as of balance sheet date (*)
- The part of maximum risk under guarantee with collateral etc. (**)
A. Net book value of financial assets that are neither past due nor
impaired
B. Net book value of financial assets that are renegotiated, if not that will
be accepted as past due or impaired
C. Carrying value of financial assets that are past due but not impaired
Trade Receivables
Related
party
Other Receivables
Third
party
Related
party
Third
party
Deposits in
Bank
Derivative
Instruments
Other
89.321.243 140.318.598
538.241.741
15.384.989
153.933.775
-
-
-
-
-
-
-
88.954.898 125.189.960 538.190.566
15.384.989
153.933.775
-
-
-
28.321.782
-
-
-
-
-
-
-
366.345
15.128.638
51.175
-
-
-
-
- The part under guarantee with collateral etc.
-
6.372.804
-
-
-
-
-
D. Net book value of impaired assets
-
-
-
-
-
-
-
- Past due (gross carrying amount)
-
9.281.120
-
-
-
-
-
- Impairment (-)
-
(9.281.120)
-
-
-
-
-
- The part of net value under guarantee with collateral etc.
-
320.470
-
-
-
-
-
-
-
-
-
-
-
-
- Impairment (-)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
719.637.471
-
-
-
-
- Not past due (gross carrying amount)
E. Off-balance sheet items with credit risk
(*) Items that increase the credit reliability, such as; letter of guarantees received, are not taken into account in the calculation
(**)Guarantees include letter of guarantees, gurantee notes and mortgages.
96
Receivables
Credit Risk of Financial Instruments
31 December 2007
Maximum net credit risk as of balance sheet date (*)
- The part of maximum risk under guarantee with collateral etc. (**)
A. Net book value of financial assets that are neither past due nor
impaired
B. Net book value of financial assets that are renegotiated, if not that will
be accepted as past due or impaired
Trade Receivables
Related
party
Other Receivables
Related
party
Third
party
Deposits in
Bank
Derivative
Instruments
Other
155.127.985 260.347.566
4.207.520
34.401.451
-
-
-
-
-
-
-
97.212.485 148.240.166 260.347.566
4.207.520
34.401.451
-
-
97.212.485
-
Third
party
32.510.916
-
-
-
-
-
-
-
C. Carrying value of financial assets that are past due but not impaired
-
6.887.819
-
-
-
-
-
- The part under guarantee with collateral etc.
-
470.030
-
-
-
-
-
D. Net book value of impaired assets
-
-
-
-
-
-
- Past due (gross carrying amount)
-
8.091.778
-
-
-
-
-
- Impairment (-)
-
(8.091.778)
-
-
-
-
-
-
265.000
-
-
-
-
-
-
-
-
-
-
-
-
- Not past due (gross carrying amount)
- Impairment (-)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
E. Off-balance sheet items with credit risk
(*) Items that increase the credit reliability, such as; letter of guarantees received, are not taken into account in the calculation
(**)Guarantees include letter of guarantees, guarantee notes and mortgages
Aging of the past due receivables are as follows:
31 December 2008
Past due 1-30 days
Past due 1-3 months
Past due 3-12 months
Past due 1-5 years
Past due more than 5 years
Total past due receivables
The part under guarantee with collateral
Trade Receivables
5.465.385
4.771.043
1.948.282
12.591.393
24.776.103
6.693.274
31 December 2007
Past due 1-30 days
Past due 1-3 months
Past due 3-12 months
Past due 1-5 years
Past due more than 5 years
Total past due receivables
The part under guarantee with collateral
Trade Receivables
3.030.570
1.200.654
2.154.639
8.593.734
14.979.597
735.030
Receivables
Other Receivables
51.175
51.175
Receivables
Trade Receivables
-
Total
5.465.385
4.771.043
1.999.457
12.591.393
24.827.278
6.693.274
Total
3.030.570
1.200.654
2.154.639
8.593.734
14.979.597
735.030
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
97
Collaterals held for the trade receivables that are past due but not impaired as of balance sheet date are as follows:
Guarantees Received
Mortgages
Collaterals
Notes Received
31 December 2008
Nominal Value
4.958.141
1.396.610
18.053
6.372.804
31 December 2007
Nominal Value
470.030
470.030
Collaterals held for the trade receivables that are past due and impaired as of balance sheet date are as follows:
Guarantees Received
31 December 2008
Nominal Value
320.470
31 December 2007
Nominal Value
265.000
b.2) Liquidity risk management
The main responsibility of managing the liquidity risk is at the Board of Directors. The Board of Directors maintained an adequate liquidity risk
management for the Group’s short, middle and long term funding and liquidity necessities. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities.
The following table presents the maturity of Group’s derivative and non-derivative financial liabilities. The tables have been drawn up based on
the undiscounted cash flows of non-derivative financial liabilities based on the earliest date on which the Group can be required to pay. The table
includes both interest and principal cash flows. Derivative financial liabilities are presented according to undiscounted net cash inflow and cash
outflow. The table has been drawn up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis
and the undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or receivable is
not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves existing at the
reporting date.
98
Contractual Maturity Analysis
December, 31 2008
Total cash
outflow according
to contract
Carrying value
(I+II+III+IV)
Less than 3
months (I)
3-12
months (II)
1-5 years (III)
More than 5
years (IV)
Non-derivative financial liabilities
Bank borrowings
817.838.965
882.050.618
109.867.119
380.800.989
391.382.510
-
10.343.992
11.643.090
1.070.727
3.191.301
7.381.062
-
Trade payables
292.172.155
298.484.705
280.693.777
17.481.717
309.211
-
111.279.761
112.050.459
112.050.459
-
-
-
1.231.634.873
1.304.228.872
503.682.082
401.474.007
399.072.783
-
Less than 3
months (I)
3-12
months (II)
1-5 years (III)
More than 5
years (IV)
Financial lease liabilities
Total liabilities
The expected maturities are same as the maturities per contracts.
Contractual Maturity Analysis
December, 31 2007
Total cash
outflow according
to contract
Carrying value
(I+II+III+IV)
Non-derivative financial liabilities
Bank borrowings
291.627.884
304.364.016
62.146.261
174.426.461
67.791.294
-
5.958.698
6.744.625
888.005
1.372.439
4.484.181
-
267.204.342
273.316.604
259.761.582
13.555.022
-
-
10.179.455
10.179.455
10.179.455
-
-
-
574.970.379
594.604.700
332.975.303
189.353.922
72.275.475
-
Financial lease liabilities
Trade payables
Total liabilities
The expected maturities are same as the maturities per contracts.
(b) -3 Market risk management
The Group, is subject to financial risks related with the fx rates ((b) -3.1) and interest rates ((b) -3.2).
Market risk management is also followed by sensitivity analysis.
In the current year, the Group’s market risk management method or its market risk exposure have not changed when compared to prior year.
(b) -3.1 Foreign currency risk management
Transactions in foreign currencies expose the Group to foreign currency risk.
This risk mainly arises from fluctuation of foreign currency used in conversion of foreign assets and liabilities into Turkish Lira. Foreign currency
risk arises as a result of trading transactions in the future and the difference between the assets and liabilities recognized. In this regard, the
Group manages this risk with a method of netting foreign currency denominated assets and liabilities. The management reviews the foreign
currency open position and provide measures if required. The Group is mainly exposed to foreign currency risk in USD, EUR, GBP, CHF and DKK.
ANNUAL REPORT 2008
99
ÜLKER BİSKÜVİ
The foreign currency denominated assets and liabilities of monetary and non-monetary items are as follows:
31 December 2008
1. Trade Receivables
2a. Monetary Financial Assets
2b. Non-Monetary Financial Assets
US DOLLAR
EUR
CHF
GBP
50.421.977
20.544.597
8.866.128
-
169.575
-
509.110.327
331.526.530
2.868.452
90.861
669.540
14.412
DKK
863.921
571.263
-
-
-
-
50.224.761
24.697.757
5.746.364
97.495
12.001
1.416.041
4. CURRENT ASSETS
610.620.986
377.340.147
17.480.944
188.356
851.116
1.430.453
-
-
-
-
-
-
4.418.615
-
2.064.002
-
-
-
3. Other
7. Other
8. NON-CURRENT ASSETS
9. TOTAL ASSETS
10. Trade Payables
11. Financial Liabilities
12a. Other Monetary Financial Liabilities
12b. Other Non-Monetary Financial Liabilities
13. CURRENT LIABILITIES
14. Trade Payables
-
-
-
-
-
-
1.512
1.000
-
-
-
-
4.420.128
1.000
2.064.002
-
-
-
615.041.114
377.341.147
19.544.945
188.356
851.116
1.430.453
31.555.652
19.362.636
892.435
112.744
3.292
677.280
474.430.619
311.055.456
1.296.853
870.735
-
-
66.567.564
43.164.248
602.248
-
-
-
7.177.326
4.745.893
52
-
446
-
579.731.161
378.328.234
2.791.588
983.479
3.738
677.280
-
-
-
-
-
-
341.507.921
225.000.302
3.215
862.295
-
-
-
-
-
-
-
-
16b. Other Non-Monetary Financial Liabilities
-
-
-
-
-
-
341.507.921
225.000.302
3.215
862.295
-
-
17. NON-CURRENT LIABILITIES
18. TOTAL LIABILITIES
TL Equivalent
(Functional
Currency)
921.239.082
603.328.536
2.794.805
1.845.774
3.738
677.280
20. Net foreign currency asset liability position
(306.197.968)
(225.987.388)
16.750.143
(1.657.418)
847.378
753.173
21. Net foreign currency asset/liability position
of monetary items items (1+2a+5+6a-10-1112a-14-15-16a)
(350.110.837)
(246.511.515)
11.003.832
(1.754.913)
835.823
(662.868)
100
31 December 2007
3. Other
4. CURRENT ASSETS
TL Equivalent
(Functional
Currency)
US DOLLAR
EUR
CHF
GBP
230.850.489
174.470.839
15.942.421
32.820
148.699
9.272.780
6.258.141
847.554
847.554
229.776
-
-
-
-
-
2.241.935
1.913.555
7.728
-
-
242.365.204
182.642.535
16.797.703
32.820
378.475
-
-
-
-
-
1.165
1.000
-
-
-
-
-
-
-
-
7. Other
-
-
-
-
-
1.165
1.000
-
-
-
242.366.369
182.643.535
16.797.703
32.820
378.475
8. NON-CURRENT ASSETS
9. TOTAL ASSETS
10. Trade Payables
39.019.173
29.761.746
2.340.042
280.558
28.166
228.852.664
183.492.625
8.852.066
-
-
-
-
-
-
-
12b. Other Non-Monetary Financial
-
-
-
-
-
267.871.837
213.254.371
11.192.108
280.558
28.166
13. CURRENT LIABILITIES
14. Trade Payables
-
-
-
-
-
65.409.720
53.000.200
2.152.021
-
-
-
-
-
-
-
16b. Other Non-Monetary Financial
-
-
-
-
-
65.409.720
53.000.200
2.152.021
-
-
17. NON-CURRENT LIABILITIES
18. TOTAL LIABILITIES
333.281.557
266.254.571
13.344.129
280.558
28.166
20. Net foreign currency asset liability
(90.915.188)
(83.611.036)
3.453.574
(247.738)
350.309
21. Net foreign currency asset/liability position of monetary
items items (1+2a+5+6a-10-11-12a-14-15-16a)
(93.157.123)
(85.524.591)
3.445.846
(247.738)
350.309
The Group’s import and export totals for the twelve month periods are presented below:
Total exports
Total imports
256.355.113
256.781.060
173.161.601
49.292.311
ANNUAL REPORT 2008
101
ÜLKER BİSKÜVİ
Foreign currency sensitivity
The Group is exposed to foreign exchange risk arising primarily from US Dollar and TL currency exposures.
In the table below, the foreign currency sensitivity of the Company arrising from %10 change in US dolar and TL rates. 10% is the rate used
when reporting to senior management of the Company. This rate is the anticipated rate change of the Company’s senior management. Sensitivity
analysis includes only the monetary items in foreign currency at year end and shows the effect of %10 increase in US dolar and TL foreign currency
rates. Positive value implies the effect of %10 increase in US dolar and TL foreign currency rates on net profit increase against EURO.
31 December 2008
Income/Expense
If US Dollar appreciated against TL by 10%
1 - US Dollar net asset/liability
2- Part of hedged from US Dollar risk (-)
3- US Dollar net effect (1 +2)
If Euro appreciated against TL by 10%
4 - Euro net asset/liability
5 - Part of hedged from Euro risk (-)
6- Euro net effect (4 +5)
Total (3+6 )
31 December 2007
Income/Expense
Appreciation of
foreign currency
Devaluation of
foreign currency
Appreciation of
foreign currency
Devaluation of
Foreign currency
(37.279.936)
37.279.936
(9.961.049)
9.961.049
(37.279.936)
37.279.936
(9.961.049)
9.961.049
2.355.700
(2.355.700)
589.309
(589.309)
2.355.700
(2.355.700)
589.309
(589.309)
(34.924.236)
34.924.236
(9.371.741)
9.371.741
(b) -3.2 Interest risk management
Financial liabilities based on fixed and floating interest rates expose the Company to interest rate risk. The related risk is controlled by interest
rate swap agreements and floating interest rate agreements by balancing the fixed and floating intrest rate borrowings. Risk strategies are
reviewed periodically considering the interest rate expectations and predetermined interest risks; which aims to establish optimum interest risk
management regarding the balance sheet position and the interest expenses.
Interest rate sensitivity
Sensitivity analysis has been determined based on the interest rate risk that the non-derivative instruments are exposed with on the balance
sheet date. Assumption related to the analysis of floating rate liabilities is that the year end balance exists for the whole year. The Company
management expects a fluctuation of 1% in TL interest rates.
On the reporting date if Euribor interest rates had been 1% higher/lower and all other variables were held constant, net income of the Company
would have increased TL 1.236.985. ( 1 January-31 December 2007:TL 229.958).
102
The financial instruments that are sensitive to interest rate are as follows:
Interest Rate Position
31 December 2008
31 December 2007
43.216.720
-
22.950.073
-
254.100.000
884.977
552.745.650
98.999.500
Fixed interest rate financial instruments
Financial assets
Available for sale financial assets
Financial liabilities
Floating interest rate financial instruments
Financial assets
(b) -3.3 Price risk
The Group is exposed to price risk due to the fluctuations in exchange rate and interest rate. The investigation on market information is examined
and followed through appropriate valuation method regarding price risk by the Group. In current year, there has not been any changes compared
to prior year in the market risk that the Group is exposed to or the administration or calculation methods of these risks.
(b) -3.4 Equity investments price sensitivity
The sensitivity analysis presented below has been prepared based on the equity investments price risks exposed.
As of reporting date, assuming that all other variables are held constant and when the values used in the valuation method increase/decrease by
10%:
As of 31 December 2008, as long as the equity investment are classified as available for sale and not disposed of or they are not impaired the net
profit/loss will not be effected.
The other funds in the shareholders’ equity will increase/decrease by TL 10.767.018 (2007: incerase/decrease of TL 13.659.846 ).This situation is
the result of the changes in the value of available for sale securities.
ANNUAL REPORT 2008
103
ÜLKER BİSKÜVİ
39. FINANCIAL INSTRUMENTS
Categories and fair values of financial instruments:
31 December 2008
Financial assets
Trade receivables
Due from related parties
Other financial assets
Trade payables
Due to related parties
31 December 2007
Financial assets
Trade receivables
Other financial assets
Trade payables
Financial assets
at amortized
cost
Loans and
receivables
Available for
sale financial
assets
Financial
liabilities at
amortized cost
Carrying value
Notes
154.180.917
-
140.318.598
627.562.984
-
351.244.531
-
154.180.917
140.318.598
627.562.984
351.244.531
6
10
37
7
-
-
828.182.957
69.197.466
288.679.404
-
-
828.182.957
69.197.466
288.679.404
-
8
10
37
9
Financial assets
at amortized
cost
Loans and
receivables
Available for
sale financial
assets
Financial
liabilities at
amortized cost
Carrying value
Notes
34.947.778
-
155.127.985
357.560.051
-
370.056.490
-
34.947.778
155.127.985
357.560.051
370.056.490
6
10
37
7
-
-
297.586.582
97.541.600
170.218.462
-
-
297.586.582
97.541.600
170.218.462
-
8
10
37
9
(*) The Company management believes that the carrying values of the financial assets reflect their fair values.
Derivative Financial Instruments
The Group entered into interest rate swap agreement to control part of its borrowings by replacing floating interest rate with fixed interest rate
swaps. The booked value of the related loan is 228.000.000USD. The floating interest rate of the related loan is confined against the change in six
months libor rate. The expected fair value of the transaction corresponds to 755.122USD (2007: None).
40. EVENTS AFTER THE BALANCE SHEET DATE
Based on the agreement between Ülker Bisküvi and Mondi Packaging , Ülker Bisküvi has transferred its shares which has a nominal value of TL
3.887.332,61 equals to the % 9,83 of Tire Kutsan Oluklu Mukavva Kutu ve Kağıt Sanayi A.Ş to Mondi Packaging Corrugated B.V.
104
41.OTHER ISSUES THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OR OTHER ISSUES REQUIRED FOR THE CLEAR UNDERSTANDING
OF FINANCIAL STATEMENTS
a) Acquisition of subsidiary
The Company signed the credit agreement amounting to USD 950 million regarding the take-over of Godiva Belgium BVBA and G New Inc. with
Yıldız Holding A.Ş. and Ülker Çikolata Sanayi A.Ş., and undertook its own quota amounting to USD 240 million. In addition, the Company bailed
together with Yıldız Holding A.Ş. and Ülker Çikolata Sanayi A.Ş. for the loan amounting to USD 710 million. The aforementioned loan has a
maturity of 5 years and a pay-back period of 6 months. The company purchased 25,23 % of the companies Godiva Belgium BVBA ve G New Inc. by
paying out TL 207.076.487.
b) Decrease in the rate of value added tax
The value added tax rate calculated on biscuits, goods of the food industry, was decreased from 18% to 8% commencing from 1 June 2006 with
the Cabinet decision 2007/12143 appeared on May 30, 2007 in the Official Gazette issue 26537.
c) Adjustments to prior year financial statements
The Group prepared its financial statements for the first period after 1 January 2008 in accordance with Capital Market Board (CMB) Decree No
XI-29. In order to be comply with Communiqué Serial XI No: 29 the necessary changes in accounting policies were made as of 1 January 2007.
The Company made certain reclassifications to its financial statements as at 31 December 2006 in accordance with Capital Market Board (CMB)
Decree No XI-29 in line with UFRS 1 “The First Implementation of International Financial Reporting Standards”.
a. IFRS 3 (“Business Combinations”) requires that the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets,
liabilities and contingent liabilities over cost (“positive goodwill”) is recognized in directly profit and loss. Positive goodwill was classified in
the balance sheet in the financial statements prepared in accordance with Capital Market Board (CMB) Decree No XI-25 and was amortized
accordingly. The effect of the adjustment resulted in an increase amounting to TL 19.175 in profit before tax of the period 1 January, 200731 December 2007 and an increase amounting to TL 19.175 in the shareholders’ equity as of 31 December 2007. The related change in
accounting policy does not have a tax effect.
b. “Financing income from forward sales” amounting to 45.324.017TL and “ Financing expense from forward purchases” amounting to
30.768.673TL which are presented in “sales, other sales, sales returns, sales discounts and cost of sales” in the financials of December 31,
2007; are disclosed in “Finance Income” and “Finance Expense” respectively in December 31, 2008.
c. The Company performed classification between Minority Interests and Net Income in the Shareholders’ Equity movement table of financials
dated December 31, 2008 in the closing of December 31, 2007 amounting to 2.069.902TL.
ANNUAL REPORT 2008
105
ÜLKER BİSKÜVİ
The Group has applied the Communiqué Serial: XI, No: 29 to its first interim financial statements for the annual periods beginning from 1 January
2008. The details of the opening restatements of the Group’s financial statements for the period ended as of 31 December 2007 in accordance
with the Communiqué Serial: XI, No: 29 are presented below:
ASSETS
Current assets
Marketable securities
Financial investments
Trade receivables
- Due from related parties
- Other trade receivables
Other receivables
- Non-Trade receivables from related parties
- Other short term receivables
Inventories
Other current assets
Non current assets
Trade receivables
Other receivables
Financial investments
Investments valued by equity method
Tangible assets
Intangible assets
Goodwill
Deffered tax asset
Other non current assets
TOTAL ASSETS
Prepared in
accordance with
Decree XI,No:25
698.267.291
34.947.778
1.091.960
158.831.026
355.901.946
2.162.584
121.505.159
23.826.838
Adjustments
(1.091.960)
1.091.960
(158.831.026)
97.212.485
155.127.985
(355.901.946)
(2.162.584)
260.347.566
4.207.520
(6.833.867)
6.833.867
Prepared in
accordance with
Decree XI,No:29
698.267.291
34.947.778
1.091.960
97.212.485
155.127.985
260.347.566
4.207.520
114.671.292
30.660.705
689.327.673
139.550
395.547.972
281.362.606
4.382.468
1.514.860
6.380.217
-
19.175
(73.450)
73.450
(26.450.517)
26.450.517
(7.670.574)
(2.060.565)
19.175
9.731.139
689.346. 848
66.100
73.450
369.097.455
26.450.517
273.692.032
2.321.903
1.534.035
6.380.217
9.731.139
1.387.594.964
19.175
1.387.614.139
106
10.757.426
5.456.189
Adjustments
(231.793.801)
231.793.801
(96.513.710)
171.261.574
95.942.768
(174.313.606)
(6.556.481)
873.783
9.305.672
4.729.163
(8.872.299)
1.338.412
2.804.724
Prepared in
accordance with
Decree XI,No:29
525.391.213
231.793.801
171.261.574
95.942.768
873.783
9.305.672
4.729.163
1.885.127
1.338.412
8.260.913
101.992.723
65.792.781
3.066.309
3.688.273
29.445.360
3.066.309
(3.066.309)
(3.688.273)
3.688.273
-
101.992.723
65.792.781
3.066.309
3.688.273
29.445.360
EQUITY
Equity attributable to equity holders of the parent
Paid-in capital
Inflation adjustments to share capital
Reciprocal Subsidiary Capital Adjustment
Value increase fund
Restricted reserves appropriated from profit
Profit Reserves
Retained earnings/(accumulated deficit)
Profit/loss for the period
Minority interest
760.211.028
716.140.228
268.600.000
146.784.441
(115.084.884)
151.828.984
103.120.982
44.836.038
116.054.667
44.070.800
19.175
19.175
(38.728.240)
115.084.884
20.736.186
(103.120.982)
6.028.152
19.175
-
760.230.203
716.159.403
268.600.000
108.056.201
151.828.984
20.736.186
50.864.190
116.073.842
44.070.800
TOTAL LIABILITIES
1.387.594.964
19.175
1.387.614.139
LIABITIES
Current liabilities
- Short term loans
Trade payables
- Trade payables to related parties
- Other trade payables
Advances received
Other payables
- Due to other related paries
- Other payables
Currrent Tax Liability
Provision for depts
Provision for employee benefits
Other Short term liabilities
Non-current liabilities
Tradepayables
- Due to related parties
Provisions
Provision for employee benefits
Deffered tax liabilities
Prepared in
accordance with
Decree XI,No:25
525.391.213
231.793.801
96.513.710
174.313.606
6.556.481
-
ANNUAL REPORT 2008
ÜLKER BİSKÜVİ
107
The detailed information for the reclassifications for the first-time application of Capital Market Board (CMB) Decree No XI-29 of the comperative
financial information in preparation of the consolidated financial statements for the nine month period ended 31 December 2008 is given below:
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial Investments: “Shares” and “Investment Funds” amounting to TL 1.091.960 presented in “Marketable Securities” in the balance sheet
as of 31 December 2007 is presented in “Financial Investments” in the financial statements dated 31 December 2008.
Receivables due from Related Parties: “Trade Receivables” amounting to TL 97.984.230 presented in “Due from Related Parties” in the
balance sheet as of 31 December 2007 is presented in “Receivables due from Related Parties” in the financial statements dated 31 December
2008.
Other Short Term Receivables: “Deposits and Guarantees Given” amounting to TL 8.112 presented in “Trade Receivables” in the balance sheet
as of 31 December 2007 is presented in “Other Short Term Receivables in the financial statements dated 31 December 2008.
Other Short Term Receivables: “Non-Trade receivables from related parties” amounting to TL 262.128.507 presented in “Trade Receivables”
in the balance sheet as of 31 December 2007 is presented in “Other Short Term Receivables” in the financial statements dated 31 December
2008.
Other Current Assets: “Advances Given to Suppliers” amounting to TL 6.833.867 presented in “Inventories” in the balance sheet as of 31
December 2007 is presented in “Other Current Assets” in the financial statements dated 31 December 2008.
Other Long Term Receivables: “Deposits and Guarantees Given” amounting to TL 73.450 presented in “Trade Receivables” in the balance sheet
as of 31 December 2007 is presented in “Other Long Term Receivables” in the financial statements dated 31 December 2008.
Investments Valued by Equity Method: “Subsidiaries” amounting to TL 26.450.517 presented in “Financial Investments” in the balance sheet
as of 31 December 2007 is presented in “Investments Valued by Equity Method” is presented in “Investments Valued by Equity Method” in the
financial statements dated 31 December 2008.
Fixed Assets: “Vehicles” comprising of leased assets of TL 2.060.565 that has presented as “Intangible Assets” in the balance sheets as of 31
December 2007 has been presented as “Tangible Assets” in the balance sheet as of 31 December 2008.
Other Non-Current Assets: “Advances Given” amounting to TL 9.731.139 presented in “Tangible Assets” in the balance sheet as of 31
December 2007 is presented in “Other Non-Current Assets” in the financial statements dated 31 December 2008.
Non-Trade Payables to Related Parties: “Non-trade Payables” amounting to TL 873.783 in “Due to Related Parties” in the balance sheet as of
31 December 2007 is presented in “Non-Trade Payables to Related Parties” in the financial statements dated 31 December 2008.
Trade Payables to Related Parties: “Trade Payables” amounting to TL 171.261.574 in “Due to Related Parties” in the balance sheet as of 31
December 2007 is presented in “Trade Payables to Related Parties” in the financial statements dated 31 December 2008.
Other Short Term Liabilities: “Deposits and Guarantees Taken” amounting to TL 285.135 in “Trade Receivables” in the balance sheet as of 31
December 2007 is presented in “Other Short Term Liabilities” in the financial statements dated 31 December 2008.
Other Short Term Liabilities: “Payables to Employees” amounting to TL 2.464.056 in “Due to Related Parties” in the balance sheet as of 31
December 2007 is presented in “Other Short Term Liabilities” in the financial statements dated 31 December 2008.
Other Short Term Liabilities: “Advances Taken” amounting to TL 6.556.481 in the balance sheet as of 31 December 2007 is presented in “Other
Short Term Liabilities” in the financial statements dated 31 December 2008.
Current Tax Liability: “Current Tax Provision” and “Prepaid Taxes and Funds” amounting to TL 4.729.163 in “Provisions” in the balance sheet
as of 31 December 2007 is presented in “Current Tax Liability” in the financial statements dated 31 December 2008.
Provision for Short Term Employee Benefits: “Unused Vacation Provision” amounting to TL 1.338.412 in “Provisions” in the balance sheet as of
31 December 2007 is presented in “Provision for Short Term Employee Benefits” in the financial statements dated 31 December 2008.
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Other Short Term Liabilities: “Expense Accruals”, “Performance Premium Provision” and “Other Provisions” amounting to TL 2.804.724 in
“Provisions” in the balance sheet as of 31 December 2007 is presented in “Other Short Term Liabilities” in the financial statements dated 31
December 2008.
Long Term Due to Related Liabilities: “Trade Payables” amounting to TL 3.066.309 in “Due to Related Parties” in the balance sheet as of 31
December 2007 is presented in “Long Term Due to Related Liabilities” in the financial statements dated 31 December 2008.
Provision for Long Term Employee Benefits: “Retirement Pay Provision” amounting to TL 3.688.273 in “Provisions” in the balance sheet as of
31 December 2007 is presented in “Provision for Long Term Employee Benefits” in the financial statements dated 31 December 2008.
Restricted Reserves Appropriated from Profit: “Legal Reserves” amounting to TL 20.736.186 in “Profit Reserves” in the balance sheet as of 31
December 2007 is presented in “Restricted Reserves Appropriated from Profit” in the financial statements dated 31 December 2008.
Retained Earnings: “Inflation Adjustments to Items other than Share Capital” amounting to TL 38.728.240 in “Inflation adjustments to Share
Capital” in the balance sheet as of 31 December 2007 is presented in “Retained Earnings” in the financial statements dated 31 December
2008.
Retained Earnings: “Cancellation of Goodwill” amounting to TL (115.084.884) in “Reciprocal Subsidiary Capital Adjustment” in the balance
sheet as of 31 December 2007 is presented in “Retained Earnings” in the financial statements dated 31 December 2008.
Retained Earnings: “Extraordinary Reserves” amounting to TL 78.525.934 in “Profit Reserves” in the balance sheet as of 31 December 2007 is
presented in “Retained Earnings” in the financial statements dated 31 December 2008.
Retained Earnings: “Other Reserves” amounting to TL 3.858.862 in “Profit Reserves” in the balance sheet as of 31 December 2007 is
presented in “Retained Earnings” in the financial statements dated 31 December 2008.
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2008 Annual Report - Ülker Investor Relations

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