efesan opinion 31.12.2011

Transkript

efesan opinion 31.12.2011
EFESAN DEMİR SANAYİ
VE TİCARET A.Ş.
FINANCIAL STATEMENTS
AT 31 DECEMBER 2011
TOGETHER WITH
AUDITOR’S REPORT
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
BALANCE SHEETS AS OF 31.12.2011 AND 2010
(Currency - Turkish Lira)
(Amounts translated into US Dollars at the respective year end exchange rates for convenience purposes)
31.12.2011
ASSETS
Current Assets
Note
31.12.2010
USD
TL
USD
TL
412,467
1,360,687
2,150,344
679,835
441,500
779,109
2,570,201
4,061,784
1,284,141
833,950
2,119,392
2,358,862
11,281,799
928,351
437,166
3,276,580
3,646,801
17,441,661
1,435,231
675,858
5,044,833
9,529,185
17,125,570
26,476,131
44,485,183
15,050,609
1,983
80,688
37,909
84,028,062
28,429,096
3,746
152,412
71,606
53,827,660
20,886,026
16,950
72,058
78,614
83,217,562
32,289,796
26,205
111,402
121,538
Total Non-Current Assets
59,656,372
112,684,922
74,881,308
115,766,503
TOTAL ASSETS
64,701,205
122,214,107
92,006,878
142,242,634
Cash and Cash Equivalents
Trade Receivables, net
Due from Related Parties and Shareholders
Inventories
Other Current Assets
4
5
6
7
8
Total Current Assets
Non-Current Assets
Investments
Property, Plant and Equipment, net
Intangible Assets, net
Other Non-Current Assets
Deferred Tax Asset
9
10
11
8
15
The accompanying notes are an integral part of these financial statements.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
BALANCE SHEETS AS OF 31.12.2011 AND 2010
(Currency - Turkish Lira)
(Amounts translated into US Dollars at the respective year end exchange rates for convenience purposes)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short Term Liabilities
Financial Liabilities
Trade Payables, net
Due to Related Parties and Shareholders
Other Short Term Liabilities
Note
12
13
6
14
Total Short Term Liabilities
31.12.2011
USD
TL
31.12.2010
USD
TL
6,168,776
318,257
1,360,507
493,989
11,652,201
601,155
2,569,861
933,096
11,237,382
138,865
2,609,241
2,137,133
17,372,992
214,685
4,033,887
3,304,010
8,341,529
15,756,313
16,122,621
24,925,574
30,000,000
53,480
613
56,667,000
101,019
1,158
35,767,228
66,402
356
55,296,135
102,657
550
30,054,093
56,769,177
35,833,986
55,399,342
29,458,715
(2,132,013)
7,045
(1,028,164)
55,644,567
(4,027,159)
13,310
(1,942,101)
35,992,605
3,868,281
8,609
180,776
55,644,567
5,980,363
13,310
279,478
26,305,583
49,688,617
40,050,271
61,917,718
64,701,205
122,214,107
92,006,878
142,242,634
Long Term Liabilities
Financial Liabilities
Retirement Pay Provision
Deferred Tax Liability
12
16
15
Total Long Term Liabilities
Shareholders' Equity
Share Capital
General Reserves
Other Capital Reserves
Net Profit / (Loss) for the Year
17
18
Total Shareholders' Equity
Commitments and Contingencies
24
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
The accompanying notes are an integral part of these financial statements.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
STATEMENTS OF INCOME FOR THE YEARS ENDED 31.12.2011 AND 2010
(Currency - Turkish Lira)
(Amounts translated into US Dollars at the respective year end exchange rates for convenience purposes)
INCOME STATEMENT
Note
01.01.-31.12.2011
USD
TL
01.01.-31.12.2010
USD
TL
Net Sales
19
27,524,660
51,991,331
21,643,635
33,461,059
Cost of Sales
20
(26,638,512)
(50,317,486)
(20,513,288)
(31,713,544)
886,148
1,673,845
1,130,347
1,747,515
GROSS PROFIT
Marketing, Selling and Distribution Expenses
21
(90,700)
(171,324)
(1,100,631)
(1,701,576)
General Administrative Expenses
22
(399,700)
(754,994)
(929,123)
(1,436,424)
395,748
747,527
(899,407)
(1,390,485)
BASIC OPERATING PROFIT / (LOSS)
Other Income / (Expenses), net
23
563,553
1,064,496
4,116,679
6,364,386
Financing Income / (Expenses), net
24
(1,960,709)
(3,703,584)
(3,022,237)
(4,672,379)
(1,001,408)
(1,891,561)
195,035
301,522
(26,756)
(50,540)
(14,259)
(22,044)
(1,028,164)
(1,942,101)
180,776
279,478
834,470
1,576,231
(469,785)
(726,287)
PROFIT / (LOSS) BEFORE TAX FOR THE YEAR
Taxation on Profit
- Current
- Deferred
15
15
NET PROFIT / (LOSS) FOR THE YEAR
Earnings before interest, tax, depreciation and
amortization (EBITDA)
The accompanying notes are an integral part of these financial statements.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED
31.12.2011 AND 2010
(Currency - Turkish Lira)
Balance, 31.12.2009
Transfer to general reserves
Net profit for the year
Balance, 31.12.2010
Transfer to general reserves
Unrealised foreign exchange losses
Net loss for the year
Balance, 31.12.2011
Share Capital
Other
Capital
Reserves
General
Reserves
Net Profit /
(Loss) for
the Year
Total
55,644,567
13,310
13,814,807
(7,834,444)
61,638,240
-
-
(7,834,444)
-
7,834,444
279,478
279,478
55,644,567
13,310
5,980,363
279,478
61,917,718
-
-
279,478
(10,287,000)
-
(279,478)
(1,942,101)
(10,287,000)
(1,942,101)
55,644,567
13,310
(4,027,159)
(1,942,101)
49,688,617
The accompanying notes are an integral part of these financial statements.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
STATEMENTS OF CASH FLOW FOR THE YEARS ENDED 31.12.2011 AND 2010
(Currency - Turkish Lira)
01.01.31.12.2011
01.01.31.12.2010
(1,942,101)
279,478
992,913
(1,638)
(897,528)
50,540
740,200
(78,618)
(1,046,213)
22,044
(1,797,814)
(83,109)
1,076,600
11,915,851
151,090
(158,092)
(41,010)
386,470
(2,370,914)
1,230,983
(11,062,100)
2,051,627
32,137
42,124
(1,590,464)
747,524
9,162,181
(8,631,278)
(Purchase) / sale of property, plant and equipment, net
Equity participations
3,787,774
(810,500)
1,281,936
-
Net Cash Flows Generated From Investing Activities
2,977,274
1,281,936
(14,636,926)
-
9,614,109
(264)
(14,636,926)
9,613,845
Net Increase / (Decrease) in Cash and Cash Equivalents
(2,497,471)
2,264,503
Cash and Cash Equivalents at the Beginning of the Year
3,276,580
1,012,077
779,109
3,276,580
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit / (loss) for the year
Adjustment for:
Depreciation and amortization
(Reversal of unnecessary) / Provision for retirement pay
Depreciation written off due to fixed asset disposals
Deferred taxation, net
Operating loss before working capital changes
Trade receivables
Due to / from related parties and shareholders, net
Inventory
Other current assets
Other non current assets
Trade payables
Other payables and accrued liabilities
Net Cash Flows From / (Used in) Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Financial liabilities
Lease payables
Net Cash Flows Generated From / (Used in) Financing Activities
Cash and Cash Equivalents at the End of the Year
The accompanying notes are an integral part of these financial statements.
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1
EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
1.
ORGANIZATION AND ACTIVITIES
Efesan Demir Sanayi ve Ticaret A.Ş. (“Efesan” or “the Company”) is a private Turkish company located
in İstanbul. Efesan was founded and started operations in 1985. The Company is engaged in the
production and sale of sheet metal, scrap, block and concrete reinforcing bars. The Company has
terminated its production of construction steel by milled iron billet as of 31.03.2010. The company
continues its operation by producing steel mat, construction steel and project based specialized products.
The Company has ISO 9001 certificate.
Efesan is founded on an area of 19,002 sqm and its plant covers an indoor area of 10,100 sqm. During
2011, the Company employed about 22 employees (2010: 23).
The Company’s annual production capacity is 89,411 tons.
2.
BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
Basis of Presentation of the Financial Statements
The financial statements of the Company have been prepared in accordance with International Financial
Reporting Standards (IFRS), which comprise standards and interpretations approved by the
International Accounting Standards Board and International Accounting Standards and Standing
Interpretations Committee interpretations approved by the IASC that remain in effect.
The Company maintains its books of account and prepares its statutory financial statements in
accordance with the Turkish Commercial Code and Tax Legislation and the Uniform Chart of Accounts
issued by the Ministry of Finance. The financial statements have been prepared from statutory financial
statements of the Company presented in Turkish Lira with adjustments and reclassifications for the
purpose of fair presentation in accordance with IFRS.
Measurement Currency and Reporting Currency.
In the accompanying financial statements the currency used is Turkish Lira has been shown with the
symbol of TL.
Convenience Translation of Financial Statements
For the convenience of the reader, the accompanying financial statements have been translated from
Turkish Lira to US Dollars with the Central Bank buying exchange rates at period-ends (31.12.2011:
USD 1 = TL 1.8889; 31.12.2010: USD 1 = TL 1.5460). Such convenience translations are not intended
to comply with the provisions of IAS 21 “The Effects of Changes in Foreign Exchange Rates”.
All resulting exchange differences are recognized as a separate item of translation difference in the
“General Reserves” account.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
Adoption of new and revised International Financial Reporting Standards
In the current period, the Company has applied the standards and interpretations relevant to their scope
of activities of the new and newly revised standards and interpretations issued by International
Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretation
Committee (“IFRIC”) of “IASB” being effective from 1st of January 2011.
a)
Standards, amendments and interpretations effective from 1 January 2011:
- IAS 24 (Revised), “Statements of Related Parties”
- IFRS 1 (Amendment), “First Implementation of IFRS”
- IAS 32 (Amendment), “Financial Tools: Presentation”
- IFRIC 14 (Amendment), “Advance Payment of Minimum Funding Requirement”
- IFRIC 19 (Interpretation), “Payment of Financial Debts with Financial Tools Based on Equity
Capital”
- The standards within the scope of 2010 Annual Development Project will be valid for
financial periods start after January 1st, 2011. The abovementioned project includes the following
changes in 6 standards and 1 interpretation:
-
b)
IFRS 1 (Improvement), “First Implementation of IFRS”
IFRS 3 (Improvement), “Business Mergers”
IFRS 7 (Improvement), “Financial Tools: Explanations”
IAS 1 (Improvement), “Presentation of Financial Statements”
IAS 27 (Improvement), “Consolidated and Non-consolidated Financial Statements”
IAS 34 (Improvement), “Intermediary Period Financial Reporting”
IFRIC 13 (Improvement), “Customer Loyalty Programs”
Standards, amendments and interpretations to existing standards that are not yet effective as of
31 December 2011 and have not been early adopted by the Company:
-
IFRS 7 (Amendment), “Financial Tools: Explanations”
IFRS 1 (Amendment), “First Implementation of IFRS”
IAS 12 (Amendment), “Income Taxes”
IAS 19 (Amendment), “Employee Benefits”
IAS 1 (Amendment), “Presentation of Financial Statements”
IFRS 9, “Financial Tools”
IFRS 10, “Consolidated Financial Statements”
IFRS 11, “Common Regulations”
IFRS 12, “Explanations Concerning the Shares in Other Operations”
IFRS 13, “Measurement of Securities”
IAS 27, “Individual Financial Statements”
IAS 28, “Participations and Joint Ventures”
The Company management will evaluate the effect of the aforementioned changes within its operations
and apply changes starting from effective date. It is expected that the application of the standards and
the interpretations above will not have a significant effect on the financial statements of the Company.
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3
EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies followed in the preparation of the accompanying financial statements
are set forth below:
Related Parties
For the purpose of the accompanying financial statements, partners, key personnel in management,
board of directors, dependent companies, participations and subsidiaries of the Company are referred to
as related organizations.
Cash and Cash Equivalents
Cash and cash equivalents consist of, investments that are short-term, highly liquid, easily turn into
cash and will not be affected interest rate fluctuations.
Trade Receivables and Provision for Doubtful Receivables
Trade receivables are recognized at original invoice amount and carried at discounted cost less an
allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the
full amount is no longer probable. Bad debts are written off when identified. In case the provision
decreases as a result of an event that occurs after write off, the amount is reflected on the income
statement in the current period.
Based on an evaluation of its trade portfolio such as volume, character of outstanding loans, past loan
experience and general economic conditions management provides a general reserve that it believes is
adequate to cover possible losses and uncollectible amounts in the Company’s receivables, in addition
to specific reserves provided for receivables in legal follow-up.
Trade Payables
Trade payables are stated at their nominal values, discounted as appropriate.
Inventory
Inventories are valued on the basis of the weighted average cost method by considering the cost or the
net realizable value, whichever is the lowest. Net realizable value is the estimated selling price in the
ordinary course of business, less the cost of completion and selling expenses. The cost of inventories
cover all purchasing costs, conversion costs and other expenses made to bring the inventories into their
current state and condition.
Investments
Investments are stated at cost.
Property, Plant and Equipment and Related Depreciation
Property, plant and equipment (except land and buildings) are carried at acquisition cost, less any
accumulated depreciation and any impairment loss. Land and buildings of the Company are stated at fair
values which are based on expertise reports. Profit and loss arising out of the sale of property, plant and
equipment are included in the other income and expense accounts. In cases when the carrying value of
an asset is greater than its estimated recoverable amount, it is written down immediately to its
recoverable amount. Repair and maintenance expenditure related to property, plant and equipment is
expensed as incurred.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
Depreciation rates are determined according to approximately useful lives of tangible fixed assets are
as follows:
Years
Buildings
50
Machinery and equipment
10
Motor vehicles
20
Furniture and fixtures
10
Rights
10
Leasehold improvements
10
Impairment of Assets
Assets that have indefinite useful lives, for example goodwill, are not subject to amortization and are
tested annually for impairment. Assets that are subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.. An impairment loss is recognized for the amount by which the asset’s carrying amount
exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to
sell or value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash flows (cash generating units). Non-financial assets other
than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each
reporting date.
Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a considerable time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended
use or sale. Investment income earned by the temporary investment of the part of the borrowing not yet
used is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are
recognized in profit or loss in the period in which they are incurred.
Taxation and Deferred Income Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax : The tax currently payable is based on taxable profit for the year.
Deferred tax: Deferred tax is provided, using the liability method, on all temporary differences at the
balance sheet date between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes.
Employee Benefits / Retirement Pay Provision
Under the Turkish law and union agreements, severance payments are made to employees retiring or
involuntarily leaving the Company. Such payments are considered as being part of defined retirement
benefit plan as per International Accounting Standard No: 19 (revised) “Employee Benefits” (“IAS 19”).
The retirement benefit obligation recognized in the balance sheet represents the present value of the
defined benefit obligation as adjusted for unrecognized actuarial gains and losses.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
Revenue Recognition
Revenue involves the goods and service sales invoiced value. Revenues are recognized on an accrual
basis at the time deliveries of goods and services or acceptances are made, the transfer of risks and
benefits related to good are realized, the amount of revenue can be measured reliably and it is probable
that the economic benefits associated with the transaction will flow to the Company, at the fair value of
the consideration received or receivable. The significant risks and benefits in sales are transferred when
the goods are delivered or legal proprietorship is transferred to the customer. Interest income and
expenses are recognized in the income statement on an accrual basis. Net sales represent the invoiced
value of goods shipped less sales returns and commission and excluding sales taxes.
Operating Expenses
Operating expenses are recognized in profit or loss upon utilization of the service or at the date of their
origin. Expenditure for warranties is recognized and charged against the associated provision when the
related revenue is recognized.
Offsetting
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is
an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
Foreign Currency Transactions and Foreign Currency Translation
The transactions in foreign currencies during the period have been translated at the exchange rates
prevailing at the dates Monetary assets and liabilities are translated at the exchange rates prevailing at
the end of the period. The foreign exchange gains and losses are recognized in the income statement.
The USD and EUR exchange rates used are as follows:
USD
EUR
31.12.2011
1.8889
2.4438
31.12.2010
1.5460
2.0491
Provisions
Provisions are recognized when, and only when the Company has a present obligation as a result of a
past event and it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions
are recognized by the amortized amount as of balance sheet date in case that the monetary loss is
material. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best
estimate.
Commitments and Contingencies
Transactions that may give rise to contingencies and commitments are those where the outcome and
the performance of which will be ultimately confirmed only on the occurrence or non-occurrence of
certain future events, unless the expected performance is remote. Accordingly, contingent losses are
recognized in the financial statements if a reasonable estimate of the amount of the resulting loss can
be made. Contingent gains are reflected only if it is probable that the gain will be realized.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
Use of Estimates
The preparation of financial statements in conformity with IFRS requires management to make
estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from these estimates.
These estimates are reviewed periodically and, as adjustments become necessary, they are reported in
earnings in the periods in which they become known..
EBITDA
EBITDA is defined as earnings before interest expense, income tax expense (benefit), depreciation and
amortization. This information should be read with the statements of cash flows contained in the
accompanying financial statements
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
4.
CASH AND CASH EQUIVALENTS
Cash
- Turkish Lira
- Foreign Currency
- USD
- EUR
Bank Deposits (*)
- Turkish Lira
- Foreign Currency
- USD
- EUR
31.12.2011
31.12.2010
3,399
4,430
4,722
3,570
2,010
4,108
11,691
10,548
522,002
2,212,411
243,884
1,532
1,047,558
39
767,418
3,260,008
-
6,024
779,109
3,276,580
3,591,653
280,258
(19,114)
(1,282,596)
4,242,460
372,651
107,672
(41,162)
(1,034,820)
2,570,201
3,646,801
Other liquid assets
5.
TRADE RECEIVABLES, NET
Customers' current accounts
- Turkish Lira
- Foreign Currency
Notes receivable
Trade receivable discount (-)
Provision for doubtful receivables (-)
As of 31 December 2011, maturity breakdown of notes receivable is given below:
up to 30 days
up to 60 days
up to 90 days
31.12.2011
199,860
51,504
28,894
280,258
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
6.
DUE FROM / TO RELATED PARTIES AND SHAREHOLDERS
Due from related parties
Ferro Döküm Sanayi ve Dış Ticaret A.Ş.
Efektif Gayrimenkul Gel. ve Yat. A.Ş.
Borda Denizcilik ve Mümessillik Dış Tic. A.Ş.
İstanbul Demir Çelik Fabrikaları A.Ş.
31.12.2011
31.12.2010
3,153,320
548,288
360,176
10,494,604
6,932,297
14,760
-
4,061,784
17,441,661
93,361
2,476,500
2,255,136
1,778,751
2,569,861
4,033,887
433,796
15,006
138,974
436,654
259,711
545,104
88,491
628,927
172,709
1,284,141
1,435,231
Due to related parties
İstanbul Demir Çelik Fabrikaları A.Ş.
Borda Denizcilik ve Mümessillik Dış Tic A.Ş.
Efeska İnşaat Taahhüt San. ve Tic. A.Ş.
7.
INVENTORY
Raw materials
Work in process
Finished goods
Merchandises
Other inventory
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
8.
OTHER CURRENT ASSETS
Short Term
Prepaid taxes
Advances given for business purposes
Advances given
Deposits given
Other
31.12.2011
31.12.2010
84
320,949
3,566
509,351
5,161
10,000
127,065
2,589
531,043
833,950
675,858
87,252
65,160
58,196
99
53,107
152,412
111,402
33,273,123
2,650,000
47,944,439
160,500
33,273,123
2,000,000
47,944,439
-
84,028,062
83,217,562
Long Term
Prepaid expenses
Deposits received
Other
9.
INVESTMENTS
Ferro Döküm Sanayi ve Dış Ticaret A.Ş.
Efektif Gayrımenkul Gel. ve Yat. A.Ş.
İstanbul Demir Çelik Fabrikaları A.Ş.
Borda Denizcilik ve Mümesillik Dış Tic. A.Ş.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
10.
PROPERTY, PLANT AND EQUIPMENT, NET
Cost
31.12.2010
Additions
Disposals
31.12.2011
Land and buildings
Machinery and equipment
Motor vehicles
Furniture and fixtures
Leasehold improvements
Other fixed assets
30,252,081
32,944,715
2,344,898
2,286,045
94,872
-
971,740
16,819,405
991,291
308,570
187,626
(4,537,459)
(17,302,306)
(1,022,161)
(112,021)
(94,872)
-
26,686,362
32,461,814
2,314,028
2,482,594
187,626
67,922,611
19,278,632
(23,068,819)
64,132,424
172,193
31,080,570
2,035,080
2,251,709
93,263
-
53,100
315,027
409,407
125,059
18,763
(508,146)
(143,808)
(105,626)
(93,263)
-
225,293
30,887,451
2,300,679
2,271,142
18,763
35,632,815
921,356
(850,843)
35,703,328
Accumulated Amortisation
Buildings
Machinery and equipment
Motor vehicles
Furniture and fixtures
Leasehold improvements
Other fixed assets
Net book value
32,289,796
As of 31 December 2011, fixed assets were insured against fire, earthquake, flood and other risks at the amount of TL 23,095,491 TL.
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28,429,096
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
11.
INTANGIBLE ASSETS, NET
Cost
Rights
Other
Accumulated amortization
Rights
Other
Net book value
31.12.2010
Additions
Disposals
31.12.2011
59,266
160,906
61,679
(59,266)
222,585
220,172
61,679
(59,266)
222,585
46,685
147,282
(46,685)
71,557
218,839
193,967
71,557
(46,685)
218,839
26,205
As of 31.12.2011 distribution of amortizations were as follows:
31.12.2011
Cost of sales
Marketing and selling expenses
General administrative expenses
Idle capacity expense
653,537
31,621
143,546
164,209
992,913
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3,746
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
12. FINANCIAL LIABILITIES
31.12.2011
Foreign
TL
Currency
Amount
31.12.2010
Foreign
TL
Currency
Amount
4,000,000
1,333,334
7,555,600
3,258,402
4,000,000 6,184,000
5,016,666 10,279,650
838,199
909,342
11,652,201
17,372,992
Short Term
USD bank loans
EURO bank loans
Interest expense accruals
Total short-term financial liabilities
Long Term
USD bank loans
EURO bank loans
30,000,000 56,667,000 34,000,000 52,564,000
1,333,334 2,732,135
Total long-term financial liabilities
56,667,000
55,296,135
Grand Total
68,319,201
72,669,127
As of 31.12.2011, the interest rates of USD bank loans is 6.15%, and the interest rates of EURO bank
loans is 3.79 %.
Bank loans are secured by the personal guarantees of the Company’s shareholders. Additionally, USD
bank loans are secured by pledge of assets agreement and mortgages instituted on the property, plant
and equipment of İstanbul Demir ve Çelik Fabrikaları A.Ş.
The payment schedule of long term bank loans as of 31 December 2011 is given below:
Payment Year
Payable in 1-2 years
Payable in 2-3 years
Payable in 3-4 years
Payable in 4-5 years
Payable in 5-6 years
Payable in 6-7 years
Payable in 7-8 years
Payable in 8-9 years
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USD
TL
4,000,000
4,000,000
4,000,000
4,000,000
4,000,000
4,000,000
4,000,000
2,000,000
7,555,600
7,555,600
7,555,600
7,555,600
7,555,600
7,555,600
7,555,600
3,777,800
30,000,000
56,667,000
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
13.
TRADE PAYABLES, NET
Suppliers' current accounts
- Turkish Lira
Trade payables discount (-)
14.
31.12.2010
606,939
(5,784)
217,443
(2,758)
601,155
214,685
646,894
149,918
12,741
3,354
120,189
3,220,140
14,765
7,307
2,687
11,934
2,250
44,927
933,096
3,304,010
OTHER SHORT TERM LIABILITIES
Advances received
Taxes payable
Social security premiums payable
Other expense accruals
Due to personnel
Deposits received
Other
15.
31.12.2011
TAXATION PAYABLE ON INCOME
The corporation tax rate on the profits for the calendar year 2011 is 20% (2010: 20%). Taxable profits
are calculated by addition of tax disallowed expenses to and deduction of tax exemptions (investment
income exemption) and deductions (investment incentive deductions) from the profit disclosed in the
statutory income. No other taxes are paid unless profits are distributed.
Advance (prepaid) corporation taxes are payable on quarterly profits at the rate of 20% (2010: 20%).
Such taxes after deduction of the taxes prepaid quarterly must be declared by the 10th of the second
month following any tax period and paid by the 17th. Advance corporation tax may be offset against
others debts to the government.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file
their tax returns within the 25th of the fourth month following the close of the related financial year. Tax
returns are open for five years from the beginning of the year that follows the date of filing during which
time the tax authorities have the right to audit tax returns, and the related accounting records on which
they are based, and may issue re-assessments based on their findings
Tax losses that are reported in the Corporation Tax return can be carried forward and deducted from the
corporation tax base for a maximum of five consecutive years.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
Deferred taxes
The Company recognizes deferred tax assets and liabilities based upon temporary differences arising
between its financial statements as reported for IFRS purposes and its statutory tax financial statements.
These differences usually result in the recognition of revenue and expenses in different reporting periods
for IFRS and tax purposes.
31.12.2011
31.12.2010
Cumulative
Cumulative
Timing
Deferred
Timing
Deferred
Difference
Tax Difference
Tax
Deferred Tax Asset
Retirement pay provision
Interest expense accrual
Provision for doubtful receivables
Unearned interest on receivables
46,380
58,689
233,853
19,114
Deferred tax asset
9,276
11,737
46,770
3,823
39,631
526,904
41,162
71,606
7,926
105,380
8,232
121,538
Deferred Tax Liability
Unearned interest on payables
Deferred tax liability
Net deferred tax
16.
5,784
1,158
11,259
550
1,158
550
70,448
120,988
EMPLOYEE TERMINATION BENEFITS
In accordance with existing social legislation in Turkey, Company incorporated in Turkey are required
to make lump-sum termination indemnities to each employee who has completed one year of service
with the Company, and whose employment is terminated due to retirement or for reasons other than
resignation or misconduct. In Turkey, such payments are calculated on the basis of 30 days’ pay
limited to a maximum of TL 2,732 per year of employment at the rate of pay applicable at the date of
retirement or termination. (31.12.2010: TL 2,517). Such payments are not required to be funded.
Therefore no fund is reserved for such payments in the accompanying financial statements.
The liability is not funded, as there is no funding requirement.
As of 31 December 2011 and 2010 in the accompanying financial statements in accordance with
revised IAS 19 (Employee Benefits) the Company reflected a liability for termination benefits based
upon factors derived using their experience of personnel terminating their services and being eligible to
receive retirement pay and discounted to present value at the balance sheet date by using average
market yield, expected inflation rate (5.1%) and an appropriate discount rate (10%).
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
17.
SHARE CAPITAL
31.12.2011
%
31.12.2010
%
Kadir Efe
Serap Kalaylı
Turan Efe
Alper Kalaylı
Arzu Efe
33,736,351
6,145,252
12,652,750
965,646
1
63.06
11.49
23.65
1.80
-
33,736,351
6,145,252
12,652,750
965,646
1
63.06
11.49
23.65
1.80
-
Historic share capital
53,500,000
100
53,500,000
100
Unpaid portion of share capital (-)
(3,369,955)
(3,369,955)
5,514,522
5,514,522
55,644,567
55,644,567
Inflation adjustment to share capital
Total share capital
18.
GENERAL RESERVES
General reserves comprise prior years’ undistributed income, legal reserves and fair value reserve.
The legal reserves are classified into two as the first and second legal reserves in accordance with the
Turkish Commercial Code. The first legal reserve is appropriated out of statutory profits at the rate of
5% per annum, until the total reserve reaches 20% of the paid-in share capital. The second legal reserve
is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in share
capital. The legal reserves are not available for distribution unless they exceed 50% of the paid-in share
capital but may be used to offset losses in the event that the general reserve is exhausted.
Retained earnings are available for distribution. If this reserve is distributed as dividends, a further
statutory reserve is required equal to 10% of dividends declared, less an amount equal to 5% of share
capital.
Fair value reserve is related to restatement of land and land improvements and buildings to their fair
values.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
19.
NET SALES
01.0131.12.2011
01.0131.12.2010
51,906,723
127,994
(43,386)
29,458,519
3,962,190
156,451
(116,101)
51,991,331
33,461,059
3,490,599
189,559
681,362
532,197
9,578,838
323,980
632,016
100,031
Changes in work in process inventory
2. Ending inventory (-)
(15,006)
-
Changes in finished goods inventory
1. Beginning inventory (+)
2. Ending inventory (-)
88,491
(138,974)
993,274
(88,491)
I. COST OF GOODS SOLD
4,828,228
11,539,648
Trade activity
1. Beginning merchandise inventory (+)
2. Purchases during the period (+)
3. Ending merchandise inventory (-)
628,927
44,075,362
(436,654)
142,801
20,510,872
(628,927)
II. COST OF MERCHANDISE SOLD
44,267,635
20,024,746
129,138
759,242
121,340
-
1,009,720
-
211,903
149,150
50,317,486
31,713,544
Domestic sales
Exports
Other income
Sale returns and discounts (-)
20.
COST OF SALES
Production activity
Direct material cost
Direct labor cost
General production overhead
Depreciation in general overhead
Direct labor cost
General production overhead
Depreciation in general overhead
III. COST OF SERVICES RENDERED
IV. COST OF OTHER SALES
COST OF SALES (I+II+III+IV)
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
21.
MARKETING, SELLING AND DISTRIBUTION EXPENSES
Personnel expenses
Advertising expenses
Office expenses
Vehicle expenses
Communication expenses
Depreciation and amortization expense
Other
22.
01.0131.12.2011
01.0131.12.2010
53,750
37,834
21,234
10,642
13,208
31,621
3,035
264,748
1,850
28,177
1,063,241
276,567
66,993
171,324
1,701,576
138,979
4,959
109,919
175,406
35,281
73,355
14,553
12,464
143,546
46,532
199,573
14,979
55,624
53,688
552,782
81,168
56,138
11,057
287,600
123,815
754,994
1,436,424
GENERAL ADMINISTRATIVE EXPENSES
Personnel expenses
Travelling expenses
Consulting and audit expenses
Outsourcing expenses
Office expenses
Taxes paid
Rent expenses
Motor vehicle expenses
Maintenance and repair expenses
Depreciation and amortization expense
Other
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
23.
OTHER INCOME / (EXPENSES), NET
Rent income
Fixed asset sale gains / (losses), net
Depreciation expense for idle capacity
Doubtful debt provision expense
Severance payment cancellation
Other
24.
01.0131.12.2010
277,516
1,420,254
(164,209)
(410,692)
(58,373)
267,957
6,239,182
(76,002)
78,618
(145,369)
1,064,496
6,364,386
3,086,218
1,856,751
(3,990,549)
(4,641,213)
25,074
(39,865)
1,028,919
(2,662,117)
(3,001,623)
1,068
(38,626)
(3,703,584)
(4,672,379)
FINANCING INCOME / (EXPENSES), NET
Dividend income
Interest income
Foreign exchange gains/(losses), net
Interest expense
Unearned interest income/(expense), net
Other
25.
01.0131.12.2011
COMMITMENTS AND CONTINGENCIES
The Company is the guarantor of the bank loans obtained by Ferro Döküm Sanayi ve Dış Ticaret A.Ş. (a
related party).
As of 31 December 2011, there are 22 law suits pending in favor of the Company at the amount of TL
926,507 there are 4 law suits pending against the Company at the amount of TL 53,110. As of report
date the ultimate outcome of other lawsuits cannot be determined and no provision for any
liability that may result has been made in the financial statements.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
26.
THE NATURE AND LEVEL OF RISKS ARISING FROM FINANCIAL INSTRUMENTS
As of 31 December 2011, foreign currency assets and liabilities of the Company were as follows:
Cash on hand
- USD
- EUR
Foreign
Currency
Amount
TL
2,500
1,461
4,722
3,570
8,292
Cash at banks
- USD
- EUR
129,114
627
243,884
1,532
245,416
Total foreign currency assets
Bank loans
- USD
- EUR
253,708
34,000,000
1,333,334
64,222,600
3,258,403
67,481,003
Other payables
- USD
20,558
38,833
38,833
Advances received
- USD
30,936
58,435
58,435
Total foreign currency liabilities
67,578,271
Foreign currency deficit as of 31.12.2011
67,324,563
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
Supplementary Disclosures on financial instruments
a) Capital Risk Management:
The risk related with each of the capital class and group capital cost is considered by the top
management of the Company.
The primary objective of the Company’s capital management objectives is to ensure that it maintains a
healthy share values in order to support its business and maximize shareholder value. The Company
manages its capital structure and makes adjustments to it in the light of changes in economic
conditions.
To maintain or adjust the capital structure, the Company may obtain new loans, repay existing loans;
make non cash (bonus shares) dividend payments to shareholders, issue new shares based on
Management’s evaluation.
The Company monitors capital using a gearing ratio, which is net financial debt divided by total
financing used. The Company includes within net financial debt, borrowings, trade letters of credit, less
cash and cash equivalents. Financing used is the sum of total equity and net financial debt.
The following table sets out the gearing ratios as of 31 December 2011 and 2010:
Total financial liabilities
Less: cash and cash equivalents
Net financial debt
Total equity
Total financing used
Gearing ratio (capital to overall financing ratio)
31.12.2011
31.12.2010
68,319,201
(779,109)
67,540,092
49,688,617
117,228,709
72,669,127
(3,276,580)
69,392,547
61,917,718
131,310,265
58%
53%
(b) Market risk Management:
The Company is exposed to financial risks arising from changes in currency rate (paragraph c), interest
rate (paragraph d) and price risk (paragraph e) which arise directly from its operations.
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
(c) Financial instruments and categories:
Financial assets
Cash and cash equivalents
Trade receivables
Financial liabilities
Financial payables
Trade payables
31.12.2011
31.12.2010
779,109
2,570,201
3,349,310
3,276,580
3,646,801
6,923,381
11,652,201
601,155
12,253,356
17,372,992
214,685
17,587,677
(d) Foreign Currency Risk:
The Company may have transactional currency exposure from foreign currency denominated transactions.
The Company is exposed to foreign currency risk arising from the translation of foreign currency
denominated assets and liabilities to TL. The foreign currency denominated assets and liabilities mainly
include bank deposits, trade receivables, bank loans and trade payables.
(e) Interest Rate Risk Management:
The Company is exposed to interest rate risk through the impact of rate changes on interest bearing assets
and liabilities. These exposures are managed by using natural hedges that arise from offsetting interest
rate sensitive assets and liabilities. Certain parts of the interest rates related to borrowings are based on
market interest rates; therefore the Company is exposed to interest rate fluctuations on domestic and
international markets. The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's debt obligations. The majority of the Company’s financial obligations consist
of fixed and variable interest rate borrowings.
(f) Price Risk Management:
The Company may be exposed to price risk arising from decreases in prices. However the Company
tries to reflect such losses to customers. Accordingly, market risk is closely monitored by the
management using the available market information and appropriate valuation methods.
(g) Credit Risk Management:
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and
cause the other party to incur a financial loss. The Company attempts to control credit risk by
monitoring credit exposures, limiting transactions with specific counter-parties and continually assessing
the creditworthiness of the counterparties. The Company monitors credit risks by establishing credit
limits for each customer who wish to trade on credit terms and obtaining sufficient collateral. Trade
receivables are evaluated by management in the light of the Company’s procedure and policies and are
carried in the balance sheet net of impairment provision
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EFESAN DEMİR SANAYİ VE TİCARET A.Ş.
NOTES TO FINANCIAL STATEMENTS
AS OF 31 DECEMBER 2011 AND 2010
(Currency - Turkish Lira)
(h) Liquidity Riski Management:
Liquidity risk is the risk that an entity will be unable to meet its net funding requirements. The Company
manages its liquidity needs by regularly planning its cash flows or by maintaining sufficient funds and
borrowing sources by matching the maturities of liabilities and assets
Prudent liquidity risk management implies maintaining sufficient cash, securing availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions.
The risk is mitigated by matching the cash in and out flow volume supported by committed lending limits
from qualified credit institutions.
The Company’s carrying amount of financial instruments is estimated to reflect their fair value.
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