EFG İSTANBUL EQUITIES MENKUL DEĞERLER A.Ş.

Transcription

1 CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY - 30 JUNE 2012 TOGETHER WITH INDEPENDENT AUDITOR S REVIEW REPORT

2 INDEPENDENT AUDITOR S REVIEW REPORT ORIGINALLY ISSUED IN TURKISH REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS To the Board of Directors of EFG İstanbul Equities Menkul Değerler A.Ş. Introduction 1. We have reviewed the accompanying consolidated balance sheet of EFG İstanbul Equities Menkul Değerler A.Ş. and its subsidiary (collectively referred to as the Group ) as of 30 June 2012 and the related consolidated statements of comprehensive income, changes in shareholders equity and cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Group Management is responsible for the preparation and fair presentation of these interim financial statements in accordance with the financial reporting standards issued by the Capital Markets Board. Our responsibility is to express a conclusion on these consolidated interim financial statements based on our review. Scope of Review 2. We conducted our review in accordance with the principles and standards on the review of interim financial statements as set out in Section 34 of the Communiqué No: X-22 on the auditing standards issued by the Capital Markets Board. A review of interim financial statements consists principally of making inquiries of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with independent auditing standards issued by the Capital Markets Board and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an independent audit opinion. Conclusion 3. Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial statements do not give a true and fair view of the financial position of EFG İstanbul Equities Menkul Değerler A.Ş. and its subsidiary as of 30 June 2012, and of its financial performance and its cash flows for the six-month period then ended in accordance with financial reporting standards issued by the Capital Markets Board (Note 2).

3 We draw your attention to the following matter: 4. As explained in detail in Note 1 and 25, on 9 April 2012 the ultimate parent of the Group, Eurobank Ergasias S.A., publicly announced that it has reached an agreement with Burgan Bank to sell its Turkish operations. Under the terms of the agreement, Burgan Bank will acquire 99.26% of Bank s shares from EFG Eurobank Ergasias S.A. and Tekfen Holding A.Ş. where the transaction is expected to close in third quarter of 2012 subject to regulatory approvals by the competent authorities. The other shareholder of the Bank, Tekfen Holding A.Ş., publicly announced that it has been decided to transfer the shares representing 29.26% of Eurobank Tekfen A.Ş. s capital owned by Tekfen Holding A.Ş. to Burgan Bank through a sale within the framework of the provisions and share transfer conditions stated in the agreements signed with EFG Eurobank Holding (Luxembourg) S.A. on 16 March 2007 and 9 April Additional paragraph for convenience translation into English 5. The accounting principles described in Note 2 (defined as Capital Markets Board Accounting Standards ) to the interim financial statements differ from International Financial Reporting Standards ( IFRS ) issued by the International Accounting Standards Board. Accordingly, the accompanying interim financial statements are not intended to present the financial position, results of operations and cash flows in accordance with IFRS. Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. a member of PricewaterhouseCoopers Haluk Yalçın, SMMM Partner İstanbul, 14 August 2012

4 CONTENTS PAGE CONSOLIDATED BALANCE SHEET CONSOLIDATED COMPREHENSIVE INCOME STATEMENT CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTE 1 ORGANISATION AND NATURE OF OPERATIONS OF THE COMPANY AND GROUP NOTE 2 BASIS OF PRESENTATION OF FINANCIAL STATEMENTS NOTE 3 SEGMENT REPORTING NOTE 4 CASH AND CASH EQUIVALENTS NOTE 5 FINANCIAL INVESTMENTS NOTE 6 OTHER FINANCIAL LIABILITIES NOTE 7 TRADE RECEIVABLES AND PAYABLES NOTE 8 OTHER RECEIVABLES AND PAYABLES NOTE 9 PROPERTY AND EQUIPMENT NOTE 10 INTANGIBLE ASSETS NOTE 11 PROVISIONS, CONTINGENT ASSETS AND LIABILITIES NOTE 12 PROVISION FOR EMPLOYEE BENEFITS NOTE 13 OTHER ASSETS AND LIABILITIES NOTE 14 SHAREHOLDERS EQUITY NOTE 15 SALES AND COST OF SALES NOTE 16 EXPENSES BY NATURE NOTE 17 OTHER INCOME/EXPENSES NOTE 18 FINANCIAL INCOME NOTE 19 FINANCIAL EXPENSES NOTE 20 TAX ASSETS AND LIABILITIES NOTE 21 EARNINGS PER SHARE NOTE 22 BALANCES AND TRANSACTIONS WITH RELATED PARTIES NOTE 23 FINANCIAL RISK MANAGEMENT NOTE 24 FINANCIAL INSTRUMENTS NOTE 25 SUBSEQUENT EVENTS NOTE 26 DISCLOSURE OF OTHER MATTERS

5 CONSOLIDATED BALANCE SHEET AT 30 JUNE 2012 ASSETS Reviewed Audited Consolidated Consolidated Notes Current assets 71,941,113 90,060,285 Cash and cash equivalents Financial investments ,529,541 12,506,745 69,148,322 11,523,033 Trade receivables Other receivables ,889 7,454, ,504 7,285,926 Other current assets 13 1,155,912 1,890,500 Non-current assets 4,540,576 4,821,896 Other receivables Financial investments ,219 8, ,849 8,480 Property and equipment (net) 9 2,140,058 2,479,752 Intangible assets (net) Deferred tax assets , , , ,668 Other non-current assets 13 17,420 34,838 Total assets 76,481,689 94,882,181 LIABILITIES Current liabilities 6,176,861 7,973,461 Other financial liabilities 6-219,366 Trade payables 7 2,897,577 2,235,774 Other payables 8 692, ,747 Provisions 11-32,609 Provisions for employee benefits 12 2,526,519 4,868,376 Other liabilities 13 60,365 47,589 Non-current liabilities 554, ,967 Provisions for employee benefits , ,967 Shareholders equity 69,750,395 86,354,753 Share capital 14 8,450,000 8,450,000 Adjustment to share capital 14 25,355,592 25,355,592 Revaluation fund 14 7,198 7,198 Restricted reserves Retained earnings 14 7,608,187 27,933,776 5,908,187 39,302,328 Net income for the period 395,642 7,331,448 Total liabilities and shareholders equity 76,481,689 94,882,181 Contingent assets and liabilities 11 The financial statements for the period ended 30 June 2012 have been approved by the Board of Directors on 14 August General Assembly has the power to amend the financial statements. The accompanying explanations and notes form an integral part of these financial statements. 1

6 CONSOLIDATED COMPREHENSIVE INCOME STATEMENT FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2012 Reviewed Not reviewed Reviewed Not reviewed Consolidated Consolidated Seperate Seperate 1 January - 1 April - 1 January - 1 April - Notes 30 June June June June 2011 Net sales 15 3,634,419,951 1,857,393,850 2,765,336,632 1,429,946,250 Sales 3,626,499,276 1,853,259,635 2,745,840,792 1,420,711,901 Service income 7,867,204 4,041,503 19,377,710 9,136,488 Deductions from services income (-) 56,563 50,228 12,291 8,663 Other income from operating activities 110, , , ,524 Cost of sales (-) 15 3,625,832,755 1,852,800,384 2,745,292,670 1,420,492,361 Gross profit 8,587,196 4,593,466 20,043,962 9,453,889 Marketing, selling and distribution expenses (-) , ,345 1,081, ,014 General administrative expenses (-) 16 11,029,513 6,010,540 14,285,703 6,693,654 Other operating income ,873 94,447 20,598 10,429 Other operating expenses (-) ,882 70, , ,892 Operating (loss)/profit (3,481,645) (1,840,481) 4,322,223 2,059,758 Financial income 18 4,742,365 2,080,767 10,368,355 6,137,424 Financial expenses (-) ,195 39,193 5,480,563 3,102,887 Profit before tax from continuing operations 492, ,093 9,210,015 5,094,295 Tax expense from continuing operations - Taxes on income (1,944,795) (1,441,520) - Deferred tax (expense)/income 20 (96,883) (24,029) 138, ,407 Profit from continuing operations 395, ,064 7,403,748 4,088,182 Other comprehensive income Total comprehensive income 395, ,064 7,403,748 4,088,182 Earnings per share The accompanying explanations and notes form an integral part of these financial statements. 2

7 REVIEWED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY FOR THE INTERIM PERIOD 1 JANUARY - 30 JUNE 2012 Adjustment Total Share to share Revaluation Restricted Retained Income for shareholders Notes capital capital fund reserves earnings the period equity 1 January ,450,000 25,355,592 7,198 3,408,187 55,482,579 11,319, ,023,305 Transfers from retained earnings ,500,000 8,819,749 (11,319,749) - Dividend payment (25,000,000) - (25,000,000) Total comprehensive income ,403,748 7,403, June ,450,000 25,355,592 7,198 5,908,187 39,302,328 7,403,748 86,427,053 1 January ,450,000 25,355,592 7,198 5,908,187 39,302,328 7,331,448 86,354,753 Transfers from retained earnings ,700,000 (1,700,000) - - Dividend payment (9,668,552) (7,331,448) (17,000,000) Total comprehensive income , , June ,450,000 25,355,592 7,198 7,608,187 27,933, ,642 69,750,395 The accompanying explanations and notes form an integral part of these financial statements. 3

8 EFG İSTANBUL MENKUL DEĞERLER A.Ş. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX-MONTH INTERIM PERIOD 1 JANUARY - 30 JUNE Reviewed Reviewed Consolidated Seperate 1 January - 1 January - Notes 30 June June 2011 Cash flows from operating activities: Net income for the period 395,642 7,403,748 Adjustments to reconcile net income to net cash from operating activities: Depreciation 9 292, ,769 Amortization ,920 93,221 Provision for unused vacation 13 (32,157) 69,700 Provision for employment termination benefits 13 71,007 65,957 Payment of employment termination benefits 13 (70,541) (4,118) Provision for personnel bonus 13 2,030,300 4,722,000 Provision for corporate tax 20 96,883 1,806,267 The effect of change in foreign exchange rates on cash and cash equivalents 243, ,011 Interest income, net (4,578,541) (9,370,102) Interest paid (75,873) (480,578) Interest received 4,357,644 9,489,458 Operating profit before changes in assets and liabilities: Net increase in marketable securities (1,792,547) (2,065,811) Net increase in trade receivables (250,485) (2,969,016) Net decrease in other assets 663, ,272 Net increase/(decrease) in trade payables 1,021,941 (544,424) Net decrease in other liabilities and provisions (3,660,998) (3,970,529) Taxes paid (576,182) (1,559,141) Net decrease/(increase) in restricted deposits 1,485,000 (7,560,200) Net cash used in operating activities (270,638) (3,202,516) Cash flows used in investing activities: Purchase of property and equipment 9 (3,025) (23,802) Purchase of intangible assets 10 (192,225) (71,224) Sales of property and equipment, net 9 49,748 - Net cash used in investing activities (145,502) (95,026) Cash flows from financing activities: Net increase in financing leasing payables - 24 Net increase in payables to Money Markets - 42,210,439 Dividend payment 14 (17,000,000) (25,000,000) Net decrease in other financial liabilities 6 (219,366) (16,969) Net cash (used in)/from financing activities (17,219,366) 17,193,494 The effect of change in foreign exchange rates on cash and cash equivalents (243,742) (445,011) Net (decrease)/increase in cash and cash equivalents (17,879,248) 13,450,941 Cash and cash equivalents at the beginning of the period 4 65,685, ,667,012 Cash and cash equivalents at the end of the period 4 47,805, ,117,953 The accompanying explanations and notes form an integral part of these financial statements.

9 1 - ORGANISATION AND NATURE OF OPERATIONS OF THE COMPANY AND GROUP EFG İstanbul Menkul Değerler Anonim Şirketi ( the Company ) (former name HC İstanbul Menkul Değerler Anonim Şirketi) was established under the name Kapital Menkul Değerler Anonim Şirketi on 19 November Due to the change in shareholders of EFG İstanbul Holding A.Ş. which is the main shareholder of HC İstanbul Menkul Değerler A.Ş., the Company s trade name was changed to EFG İstanbul Menkul Değerler A.Ş. This change was approved by the Capital Markets Board on 11 May 2005 and announced in the Trade Registry Gazette dated 23 May 2005, numbered Following the Capital Markets Board s approval, dated 28 September 2007 and numbered 24535, the shares of the Company were purchased by Eurobank Tekfen A.Ş. which became the main shareholder of the Company. According to Capital Market Board ( CMB ) s approval, dated 24 December 2010 and numbered B.02.1.SPK and the permission of Ministry of Industry and Commerce dated 5 Junuary 2011, numbered 63, the trade name of the company EFG Istanbul Menkul Değerler A.Ş changed to EFG İstanbul Equities Menkul Değerler A.Ş. and it is decided that company will use EFG İstanbul Equities title. The Company s principal activities are, as a member firm of the stock exchange, to purchase and sell marketable securities such as share certificates and bonds, and other securities representing financial assets and liabilities of issuers, in the marketable securities markets in the name and on account of others or on the account of others and in the name of itself or in the name and on account of itself; to act as intermediary in the purchase and sale of capital market instruments through public offering and to manage portfolios consisting of capital market instruments on account of customers, in accordance with its Articles of Association and the Capital Markets Law (No,2499). The Company is registered in Turkey at the following address: Büyükdere Cad. Apa Giz Plaza No: 191 Kat: Levent/ Istanbul. The Company has authority certificates for portfolio management, purchase and sale of derivative instruments, investment consultancy, purchase and sale intermediation, marketable securities repurchase ( repo ) and resale ( reverse repo ) agreements and for intermediation in public offerings. On 9 April 2012, EFG Eurobank Ergasias S.A. has made the following declaration: EFG Eurobank Ergasias SA announces it has reached an agreement with Burgan Bank to sell its Turkish operations. Under the terms of the transaction, Burgan will acquire 99.3% of Eurobank Tekfen, from Eurobank EFG and the Tekfen Group. The transaction is expected to close in in the third quarter 2012 subject to regulatory approvals by the competent authorities. On 9 April 2012, Tekfen Holding A.Ş. has made the following declaration: Tekfen Holding A.Ş. and EFG Eurobank Holding (Luxembourg) S.A., a subsidiary of Eurobank EFG, concluded an agreement which enables to transfer the shares representing % of Eurobank Tekfen capital owned by Tekfen Holding to Eurobank Holding or to any other beneficiary determined by Eurobank Holding, by allowing an early exercise of the call option described in the Shareholders Agreement signed on March 16, In this context; Eurobank Holding is released to transfer its shares to any third party by waiving pre-emption rights of Tekfen Holding on the Eurobank Tekfen A.Ş. shares derived from the Shareholders Agreement signed on 16 March Tekfen Holding will be able to keep its position as a Partner in the Eurobank Tekfen A.Ş. by contracting a Shareholders Agreement with the third party with which Eurobank Holding signs a sales agreement. The transactions shall be subject to the approval and permission of Banking Regulation and Supervision Agency and the relevant national authorities of which the parties are subject to. 5

10 1 - ORGANISATION AND NATURE OF OPERATIONS OF THE COMPANY AND GROUP (Continued) 23 November 2011 the Company participated in shares of EFG İstanbul Portföy Yönetimi A.Ş. ( EFG Portföy ) with a nominal value of TL999, that constitutes 99.99% of the total TL1,000,000 nominal value and became the controlling partner. Its incorporation was registered on 23 November 2011 and published on the Trade Registry Gazette No: 7950 dated 29 November EFG Portföy, conducts its operations at Büyükdere Cad, Apa Giz Plaza no: 191 Kat: Levent/Istanbul, Turkey and provides portfolio management services. For the purposes of the consolidated financial statements, EFG İstanbul Equities Menkul Değerler A.Ş. and its subsidiary, EFG İstanbul Portföy Yönetimi A.Ş. are together referred to as Group. As at 30 June 2012, there are 61 (31 December 2011: 67) employees in the Group. 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS A. BASIS OF PRESENTATION Accounting Standards CMB, regulated the principles and procedures of preparation, presentation and announcement of financial statements prepared by the entities with the Communiqué No: XI-29, Principles of Financial Reporting in Capital Markets ( the Communiqué ). This Communiqué is effective for the annual periods starting from 1 January 2008 and supersedes the Communiqué No: XI-25, The Financial Reporting Standards in the Capital Markets. According to the Communiqué, entities shall prepare their financial statements in accordance with International Financial Reporting Standards ( IAS/IFRS ) endorsed by the European Union. Until the differences of the IAS/IFRS as endorsed by the European Union from the ones issued by the International Accounting Standards Board ( IASB ) are announced by Turkish Accounting Standards Board ( TASB ), IAS/IFRS issued by the IASB shall be applied. Accordingly, Turkish Accounting Standards/Turkish Financial Reporting Standards ( TAS/TFRS ) issued by the TASB which are in line with the aforementioned standards shall be considered. With the decision taken on 17 March 2005, the CMB announced that, effective from 1 January 2005, for companies operating in Turkey and preparing their financial statements in accordance with CMB Financial Reporting Standards, the application of inflation accounting is no longer required. Accordingly, IAS 29, Financial Reporting in Hyperinflationary Economies, issued by the IASB, has not been applied in the financial statements for the accounting periods starting 1 January As the differences of the IAS/IFRS endorsed by the European Union from the ones issued by the IASB have not been announced by TASB as of the date of preparation of these financial statements, the financial statements have been prepared within the framework of Communiqué XI, No: 29 and related promulgations to this Communiqué as issued by the CMB in accordance with the accounting and reporting principles accepted by the CMB ( CMB Financial Reporting Standards ) which are based on IAS/IFRS. The financial statements and the related notes to them are presented in accordance with the formats required by the CMB, with the announcement dated 14 April 2008, including the compulsory disclosures. Accordingly, required reclassifications have been made in the comparative financial statements. 6

11 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) These financial statements, except for financial assets and liabilities expressed at fair values, are based on the statutory records, which are maintained under historical cost conversion, with the required adjustments and reclassifications reflected within the framework of Communiqué XI, No: 29 Financial Reporting Standards in the Capital Markets and in TL. Comparative Figures and the Reclassification to the Financial Statements of the Prior Period The Group complies with the principles and articles of valid commercial laws and regulations and Communiqués announced by CMB in the accounting records and the preparation of the financial statements. In order to determine the financial status and performance trends, the consolidated financial statements of the Group have been prepared in comparison with the financial statements of previous periods. The Group prepared its consolidated balance sheet as of 30 June 2012 in comparison with the consolidated balance sheet prepared as of 31 December 2011; prepared its consolidated comprehensive income statement, statement of changes in shareholders equity and statement of cash flows between 1 January - 30 June 2012 in comparison with seperate comprehensive income statement, statement of changes in shareholders equity and statement of cash flows between 1 January - 30 June Where necessary, comparative figures have been reclassified to conform to changes in presentation in the current period. Offsetting Financial assets and liabilities are offset and the net amount reported in the financial statements 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. Adoption of New or Revised International Financial Reporting Standards and Interpretations The Group adopted the standards, amendments and interpretations published by the IASB and International Financial Reporting Interpretation Committee ( IFRIC ) and which are mandatory for the accounting periods beginning on or after 1 January

12 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) New standards and amendments: IAS 24 (revised) (amendment), Related party disclosures, is effective for annual periods beginning on or after 1 January The revised standard removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. It also clarifies and simplifies the definition of a related party. Earlier adoption is permitted either for the entire standard or for the reduced disclosures for government-related entities. IFRIC 14 (amendment), IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction, is effective for annual periods beginning on or after 1 January The amendment removes unintended consequences arising from the treatment of pre-payments where there is a minimum funding requirement. The amendment also results in pre-payments of contributions in certain circumstances being recognised as an asset rather than an expense. It will apply from the beginning of the earliest comparative period presented. Earlier adoption is permitted. Annual Improvements to IFRSs 2010 (effective 1 January 2011) amendments effect six standards and one IFRIC: IFRS 1, IFRS 3, IFRS 7, IAS 27, IAS 34, IAS 1 and IFRIC 13. IFRS 7 (amendment), Financial instruments: Disclosures on transfers of assets, is effective for annual periods beginning on or after 1 July This amendment will promote transparency in the reporting of transfer transactions and improve users understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity s financial position, particularly those involving securitisation of financial assets. Comparative information is not needed in the first year of adoption. Earlier adoption is permitted. IFRS 1 (amendment), First-time adoption of IFRS, is effective for annual periods beginning on or after 1 July These amendments include two changes to IFRS 1. The first replaces references to a fixed date of 1 January 2004 with the date of transition to IFRSs, thus eliminating the need for entities adopting IFRSs for the first time to restate derecognition transactions that occurred before the date of transition to IFRSs. The second amendment provides guidance on how an entity should resume presenting financial statements in accordance with IFRSs after a period when the entity was unable to comply with IFRSs because its functional currency was subject to severe hyperinflation. Earlier adoption is permitted. Standards, amendments and interpretations not yet effective and not early adopted: IAS 12 (amendment), Income taxes on deferred tax, is effective for annual periods beginning on or after 1 January This amendment introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. As a result of the amendments, SIC 21, Income taxes - recovery of revalued nondepreciable assets, will no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC 21, which is withdrawn. Early adoption is permitted. IAS 19 (amendment), Employee benefits, is effective for annual periods beginning on or after 1 January These amendments eliminate the corridor approach and calculate finance costs on a net funding basis. Early adoption is permitted. IAS 1 (amendment), Presentation of financial statements, regarding other comprehensive income is effective for annual periods beginning on or after 1 July The main change resulting from these amendments is a requirement for entities to group items presented in other comprehensive income (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented in OCI. Early adoption is permitted. IFRS 9, Financial instruments: Classification and Measurement, is effective for annual periods beginning on or after 1 January The standard addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. 8

13 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) IFRS 10, Consolidated financial statements, is effective for annual periods beginning on or after 1 January The standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 11, Joint arrangements, is effective for annual periods beginning on or after 1 January IFRS 11 is a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement rather than its legal form. There are two types of joint arrangement: joint operations and joint ventures. Joint operations arise where a joint operator has rights to the assets and obligations relating to the arrangement and hence accounts for its interest in assets, liabilities, revenue and expenses. Joint ventures arise where the joint operator has rights to the net assets of the arrangement and hence equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed. IFRS 12, Disclosures of interests in other entities, is effective for annual periods beginning on or after 1 January The standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. IFRS 13, Fair value measurement, is effective for annual periods beginning on or after 1 January The standard aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs or US GAAP. IAS 27 (revised), Separate financial statements, is effective for annual periods beginning on or after 1 January The standard includes the provisions on separate financial statements that are left after the control provisions of IAS 27 have been included in the new IFRS 10. IAS 28 (revised), Associates and joint ventures, is effective for annual periods beginning on or after 1 January The standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11. IFRIC 20, Stripping costs in the production phase of a surface mine is effective for annual periods beginning on or of 1 January This interpretation sets out the accounting for overburden waste removal (stripping) costs in the production phase of a mine. IFRS 7 (amendment), Financial instruments: Disclosures, on offsetting financial assets and financial liabilities, is effective for annual periods beginning on or after 1 January This amendment reflects the joint IASB and FASB requirements to enhance current offsetting disclosures. These new disclosures are intended to facilitate comparison between those entities that prepare IFRS financial statements and those that prepare US GAAP financial statements. IAS 32 (amendment), Financial instruments: Presentation, on offsetting financial assets and financial liabilities, is effective for annual periods beginning on or after 1 January This amendment updates the application guidance in IAS 32, Financial instruments: Presentation, to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. IFRS 1 (amendment), First time adoption, on government loans, is effective for annual periods beginning on or after 1 January This amendment addresses how a first-time adopter would account for a government loan with a below-market rate of interest when transitioning to IFRS. It also adds an exception to the retrospective application of IFRS, which provides the same relief to first-time adopters granted to existing preparers of IFRS financial statements when the requirement was incorporated into IAS 20 in Annual Improvements to IFRSs 2011 is effective for annual periods beginning on or after 1 January Amendments effect five standards: IFRS 1, IAS 1, IAS 16, IAS 32 and IAS 34. The Group management does not foresee any material impact of adoption of the aforementioned standards and interpretations on the financial statements of the Group in the upcoming periods. 9

14 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) B. CHANGES IN ACCOUNTING POLICIES Significant changes in accounting policies or material errors are corrected, retrospectively; by restating the prior period financial statements. The Group applied the Communiqué Serial XI, No. 29 regulated by the CMB effective from 1 January Within this scope, the comparative financial figures are reclassified and presented. The application of the Communiqué Serial XI, No. 29 caused no significant change in the accounting policies of the Group. C. CHANGES IN ACCOUNTING ESTIMATES AND ERRORS The effect of changes in accounting estimates affecting the current period is recognised in the current period; the effect of changes in accounting estimates affecting current and future periods is recognised in the current and future periods. The accounting estimates are not changed for the 1 January - 30 June 2012 period. D. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of these financial statements are summarised below: (a) Consolidation principles Subsidiaries The consolidated financial statements include the financial statements of the Company and its Subsidiary. Control is exercised when a company has power over financial and operational policies of a business with the purpose of benefiting from the business operations. In assessing control, the existing voting rights and convertibles are considered. The financial statements of subsidiaries, the date on which control power occurs till the end, are indicated in consolidated financial statements. As of 30 June 2012 and 31 December 2011, details of the subsidiary and associate of the Group are as follows: 30 June December2011 Share Share Company name in capital in capital Principal activity EFG İstanbul Portföy Yönetimi A.Ş % 99.99% Portfolio Management The balance sheet and statements of income of the subsidiary are consolidated on a line-by-line basis and the carrying value of the investment held by the Company is eliminated against the related equity. Where necessary, accounting policies of the subsidiary have been changed to ensure consistency with the policies adopted by the Company. 10

15 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) Intercompany transactions and balances between the Company and the subsidiary are eliminated during consolidation. Subsidiary is consolidated from the date on which control is transferred to the Company and will no longer be consolidated from the date that control ceases. (b) Revenue (i) Fee and commission income and expenses Portfolio management fees, mutual funds management fees, investment consulting income and fees from intermediary transactions are recorded as income or expense at the time the transactions to which they relate are made. Furthermore fund management, investment consulting fees, intermediary commissions and portfolio management commissions are recognized on an accrual basis. (ii) Interest income and expense Interest income and expenses are recognized in the income statement in the period to which they relate on an accrual basis. Interest income includes coupons earned on fixed income investment securities and amortization of discounts on government bonds. (c) Property and equipment All property and equipment are carried at cost less depreciation (Note 9). Depreciation is calculated on property and equipment using the straight-line method over their estimated useful lives as follows: Furniture and fixtures Leasehold improvements Motor vehicles 5 years 10 years 5 years Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount and impairments are recognized in the income statement. Gains and losses on the disposal of property and equipment are determined in reference to their carrying amounts and are taken into account in determining operating profit. 11

16 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) (d) Intangible assets Intangible assets comprise acquired computer software. They are recorded at acquisition cost and amortized on a straight-line basis over their estimated economic lives for a period not exceeding five years from the date of acquisition (Note 10). Where an indication of impairment exists, the carrying amount of any intangible asset is assessed and written down immediately to its recoverable amount. (e) Financial instruments (i) Trading securities Trading securities are securities which were either acquired for generating a profit from short-term fluctuations in price or a dealer s margin, or are securities included in a portfolio in which a pattern of short-term profit making exists. Trading securities are initially recognized at cost and are subsequently re-measured at fair value. In assessing the fair value of the trading securities, the best bid price as of the balance sheet date is used. All related realized and unrealized gains and losses, dividends received and interest earned whilst holding trading securities is reported as Financial income or Financial expenses. All regular way purchases and sales of trading securities are recognized at the settlement date, which is the date that the asset is delivered to/from the Group. (ii) Investment securities Investment securities intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices, are classified as available-for-sale. Management determines the appropriate classification of its investments at the time of the purchase. Available-for-sale securities are initially recognized at cost. Available-for-sale investment debt and equity securities are subsequently measured at fair value, or amounts derived from cash flow models. Unrealized gains and losses arising from changes in the fair value of securities classified as available-for-sale are recognized in the shareholders equity, unless there is a permanent decline in the fair values of such assets, in which case they are charged to the income statement. When the securities are disposed of or impaired, the related accumulated fair value adjustments are transferred to the income statement. 12

17 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) Investment securities with fixed maturity where management has both the intent and the ability to hold to maturity are classified as held-to-maturity. Held-to-maturity investments are carried at amortized cost using the effective yield method, less any provision for impairment. Interest earned whilst holding investment securities is reported as interest income. The dividends receivable is included separately in dividend income when a dividend is declared. All purchases and sales of investment securities are recognized at the settlement date, which is the date that the asset is delivered to/from the Group. (iii) Sale and repurchase agreements Securities sold under sale and repurchase agreements ( repos ) are retained in the financial statements and the counterparty liability is recorded as due to customers. Securities purchased under agreements to resell ( reverse repos ) are recorded as reverse repo receivables on the cash and due from banks account, together with the difference between the sale and repurchase price, which is accrued evenly over the life of the agreement using the effective yield method. (f) Foreign exchange transactions Transactions denominated in foreign currencies are accounted for at the exchange rates prevailing at the date of the transactions and monetary assets and liabilities denominated in foreign currencies translated by using year-end exchange rates of Central Bank of the Republic of Turkey s bid rates. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated comprehensive income statement. (g) Earnings per share Earnings per share disclosed in these consolidated statements of comprehensive income are determined by dividing net profit by the weighted average number of shares that have been outstanding during the year concerned (Note 21). In Turkey, companies can increase their share capital by making a pro-rata distribution of shares ( bonus shares ) to existing shareholders from retained earnings. For the purpose of earnings per share computations, the weighted average number of shares outstanding during the year has been adjusted in respect of bonus shares issued without a corresponding change in resources by giving them a retroactive effect for the year in which they were issued and for each earlier period. (h) Subsequent events Subsequent events cover any events which arise between the reporting date and the balance sheet date, even if they occurred after any declaration of the net profit for the period or specific financial information publicly disclosed. The Group adjusts its consolidated financial statements if such subsequent events arise which require an adjustment to the financial statements (Note 25). 13

18 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) (i) Finance leases - as lessee Assets acquired under finance lease agreements are capitalized at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payment. Leased assets are included in the property and equipment and depreciation on the leased asset is charged to income on a straight-line basis over the useful life of the asset. Lease payments are treated as comprising of capital and interest elements; the capital element is treated as reducing the capitalized obligation under the lease, which is classified as the lease obligation, and the interest element is charged to consolidated comprehensive income. (j) Related parties For the purpose of these consolidated financial statements, the shareholders, key management personnel and Board members, in each case together with companies controlled by or affiliated with them are considered and referred to as related parties (Note 22). (k) Deferred tax Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax base of assets and liabilities and their carrying values for financial reporting purposes. Currently enacted tax rates are used to determine deferred income taxes. Deferred tax liabilities are recognized for all taxable temporary differences, whereas deferred tax assets resulting from deductible temporary differences are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized (Note 20). (l) Employment termination benefits Employment termination benefits, as required by the Turkish Labor Law, are recognized in these financial statements as they are earned. The total provision represents the present value of the future probable obligation of the Group arising from the retirement of its employees regarding the actuarial projections (Note 12). (m) Reporting of cash flows For the purposes of cash flows statement, cash and cash equivalents include cash due from banks, trading and available-for-sale securities with original maturity periods of less than three months (Note 4). 14

19 2 - BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (Continued) (n) Provision, commitments and contingent liabilities Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. Possible assets or obligations that arise 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 Group are not included in the financial statements and treated as contingent assets or liabilities (Note 11). (o) Taxation on Corporate Income Corporate tax is calculated according to the Tax Procedural Law, and tax expenses except corporate tax are recognized in operating expenses (Note 20). (p) Turkish Derivatives Exchange ( TurkDEX ) operations Margin amounts deposited to take position at TurkDEX are presented in other receivables. Gains or losses from the operations during the period are recorded in the income statement as other operating income/expenses. Open positions are valued by their market price. Gain and loss resulting from the valuation of open positions are presented in the other receivables after offsetting the paid commissions and interest income from the remaining margin amounts. (r) Impairment of assets Assets, except for financial assets, are subject to tests for indicators of impairment. If the carrying value of an asset is greater than its recoverable value then a provision for impairment is recognized. Net recoverable value is the higher of the net sales value or value in use. Value in use of an asset is estimated as the total of projected future cash inflows and salvage value at the end of the useful life of the asset. E. SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS Preparation of consolidated financial statements requires the usage of estimations and assumptions which may affect the reported amounts of assets and liabilities as of the balance sheet date, disclosure of contingent assets and liabilities and reported amounts of income and expenses during financial period. Although the estimations and assumptions are based on the best estimates of the management s existing incidents and operations, they may differ from the actual results. 3 - SEGMENT REPORTING The Group does not prepare segment reporting as of 30 June 2012 since it performs its activities in Turkey and only in intermediary services sector. 15

20 4 - CASH AND CASH EQUIVALENTS Cash 5,694 7,515 Cheques received - 150,000 B type liquid fund shares (*) 2,192, ,067 Demand deposits (**) 614,725 1,058,449 2,812,815 2,061,031 Time deposits (***) 47,716,726 67,087,291 Total cash and receivables from banks 50,529,541 69,148,322 (*) B type liquid fund shares include TL2,192,396 (31 December 2011: TL845,076) of fund shares that belong to customers but which are kept in the Group s own accounts. (**) Demand deposits includes TL488,343 (31 December 2011: TL848,481) of bank deposit that belong to customers but which are kept in the Group s own accounts. (***) As of 30 June 2012 the Group has no restricted deposits (As of 31 December 2011 time deposits include restricted deposits amounting to TL1,485,000 in Akbank A.Ş. for guarantee letters received.). As of 30 June 2012 time deposits in TL have a weighted average interest of 10.96% (31 December 2011: 11.39%), and foreign currency time deposits are all in US$ and have a weighted average interest rate of 1.50% (31 December 2011: 1.50%). Cash and cash equivalents of the Group are shown in cash flow statements in 30 June 2012 and 31 December 2011 by deducting customer s assets, restricted deposits and interest accruals: Cash and cash equivalents 50,529,541 69,148,322 Customer s assets (2,680,739) (1,693,548) Interest accruals (42,874) (284,598) Restricted deposits - (1,485,000) 47,805,928 65,685,176 16

21 5 - FINANCIAL INVESTMENTS Short term financial investments Financial assets at fair value through profit or loss Government bonds and treasury bills 11,259,001 11,104,763 Shares certificates 798,217 - Mutual funds (*) 449, ,270 12,506,745 11,523,033 (*) Mutual fund shares include TL98,697 (31 December 2011: TL81,004) fund shares that belong to customers but which are kept in the Group s own accounts. As of 30 June 2012 the securities portfolio include government bonds amounting to TL11,259,001 (31 December 2011: TL11,104,763) with a nominal value of TL7,509,000 (31 December 2011: TL7,509,000) that are given as collateral to comply with the guarantee and blockage commitments required by Money Market. The securities portfolio has an average interest of 9.03% (31 December 2011: 9.03%). Long term financial investments Available-for-sale financial assets İMKB Takas ve Saklama Bankası A.Ş. 8,480 8,480 8,480 8, OTHER FINANCIAL LIABILITIES Liabities due to short sellling (*) - 219, ,366 (*) As of 31 December 2011 liability amounting to TL219,366 comes from short selling transaction among Türkiye Halk Bankası A.Ş. common stocks with nominal amount of 22,

22 7 - TRADE RECEIVABLES AND PAYABLES Short term trade receivables Due from customers 171,812 54,048 Commission income accrual 57,617 23,148 Service fee income accrual 37,342 18,253 Consultancy fee accrual 19, ,892 Advances given 8,547 - Due from loan customers - 12,163 Doubtful trade receivables 2,907,422 2,907,422 Allowance for doubtful receivables (2,907,422) (2,907,422) Short term trade payables 294, ,504 Due to customers (*) 2,779,436 1,774,552 Short term other trade payables 118, ,222 2,897,577 2,235,774 (*) Due to customers includes TL488,343 (31 December 2011: TL848,481) of bank deposits and TL2,291,093 (31 December 2011: TL926,071) of fund shares that belong to customers but which are kept in the Group s own accounts. 8 - OTHER RECEIVABLES AND PAYABLES Other short term receivables Receivables from TurkDEX 7,447,228 7,039,794 Advances given to personnel 4,775 4,132 Receivables from share certificate lending transactions 2, ,000 Other long term receivables 7,454,026 7,285,926 Deposits and guarantees given 857, ,849 Other short term payables 857, ,849 Taxes and duties payable 692, , , ,747 18

23 9 - PROPERTY AND EQUIPMENT Leasehold Motor Furniture and 31 December 2011 improvements vehicles fixtures Total Net book value, 1 January ,817, , ,113 2,822,686 Additions , ,235 Disposals, (net) (-) Depreciation charge (-) 215,892 53, , ,169 Net book value 1,601,205 76, ,682 2,479,752 Cost 2,158, ,052 1,941,200 4,368,181 Accumulated depreciation (-) 557, ,187 1,139,518 1,888,429 Net book value 1,601,205 76, ,682 2,479, June 2012 Net book value, 1 January ,601,205 76, ,682 2,479,752 Additions - - 3,025 3,025 Disposals, (net) (-) - 49,748-49,748 Depreciation charge (-) 107,946 21, , ,971 Net book value 1,493,259 5, ,251 2,140,058 Cost 2,158, ,950 1,944,225 4,214,104 Accumulated depreciation (-) 665, ,402 1,302,974 2,074,046 Net book value 1,493,259 5, ,251 2,140,058 The net book values of property and equipment approximate their fair values INTANGIBLE ASSETS 1 January 2011 Additions Disposals 31 December 2011 Cost 1,089,293 71,225-1,160,518 Accumulated amortization (-) 405, , ,209 Net book value 683,900 (118,591) - 565,309 1 January 2012 Additions Disposals 30 June 2012 Cost 1,160, ,225-1,352,743 Accumulated amortization (-) 595, , ,129 Net book value 565,309 84, ,614 The net book values of intangible assets approximate their fair values. 19