Mersin Uluslararası Liman İşletmeciliği Anonim Şirketi and its subsidiary Unaudited Condensed Consolidated Interim Financial Statements As at and for

Size: px

Start display at page:

Download "Mersin Uluslararası Liman İşletmeciliği Anonim Şirketi and its subsidiary Unaudited Condensed Consolidated Interim Financial Statements As at and for"

Brent Carr
5 years ago
Views:

1 Mersin Uluslararası Liman İşletmeciliği Anonim Şirketi and its subsidiary Unaudited Condensed Consolidated Interim Financial Statements As at and for the Six Month Period Ended 20 August

2 Mersin Uluslararası Liman İşletmeciliği Anonim Şirketi and its subsidiary Table of Contents Condensed Consolidated Interim Statements of Financial Position Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income Condensed Consolidated Interim Statements of Changes in Shareholder's Equity Condensed Consolidated Interim Statements of Cash Flows

3 Condensed Consolidated Interim Statements of Financial Position As at and Notes Assets Property and equipment 8 52,922 33,900 Intangible assets 9 652, ,418 Trade and other receivables 11,734 13,466 Non-current assets 716, ,784 Inventories 1,614 1,704 Trade and other receivables 14,840 17,136 Cash and cash equivalents , ,680 Current assets 175, ,520 Total assets 892, ,304 Equity Share capital 100, ,000 Legal reserve 17,323 12,113 Retained earnings 209, ,569 Total equity 326, ,682 Liabilities Loans and borrowing 12 24,662 24,628 Debt securities , ,176 Employee benefits 3,090 3,171 Deferred tax liability 10 61,011 48,115 Non-current liabilities 531, ,090 Loans and borrowing Debt securities 13 10,134 10,134 Trade and other payables 23,272 28,774 Income tax payable Current liabilities 34,059 39,532 Total liabilities 565, ,622 Total equity and liabilities 892, ,304 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 1

4 Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income For the Six Month Period Ended and Currency: Thousands of USD unless otherwise stated Notes Operating revenue 4 143, ,213 Construction revenue 9 5,059 1,462 Cost of operating revenues 5 (56,849) (60,815) Cost of construction 9 (5,059) (1,462) Gross profit 86,245 87,398 General administrative expense 5 (10,858) (10,568) Other income Operating activities 75,387 76,830 Finance income 6 (744) 2,590 Finance costs 6 (15,304) (16,902) Net finance costs (16,048) (14,312) Profit before tax 59,339 62,518 Income tax expense 7 (14,266) (12,434) Profit for the period 45,073 50,084 Other comprehensive income Items that will never be reclassified to profit or loss Actuarial losses (201) (270) Related tax (161) (216) Other comprehensive income, net of tax (161) (216) Total comprehensive income 44,912 49,868 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 2

5 Condensed Consolidated Interim Statements of Changes in Shareholders Equity For the Six Month Periods Ended and Currency: Thousands of USD unless otherwise stated Paid-in capital Legal reserve Hedging reserve Retained earnings Total equity Balances at 1 January 100,000 12, , ,803 Total comprehensive income for the period Profit for the period ,084 50,084 Actuarial losses net of tax (216) (216) Total comprehensive income for the period ,868 49,868 Total transactions with owners of the Company Balances at 100,000 12, , ,671 Balances at 1 January 100,000 12, , ,682 Total comprehensive income for the period Profit for the period ,073 45,073 Actuarial losses net of tax (161) (161) Total comprehensive income for the period ,912 44,912 Transactions with owners of the Company Legal reserve -- 5, (5,210) -- Dividend distribution (24,074) (24,074) Total transactions with owners of the Company -- 5, (29,284) (24,074) Balances at 100,000 17, , ,520 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3

6 Condensed Consolidated Interim Statements of Cash Flows For the Six Month Periods Ended and Currency: Thousands of USD unless otherwise stated Cash flows from operating activities Note Profit for the period 45,073 50,084 Adjustments for: Depreciation and amortisation expense 8, 9 15,653 15,535 Net finance costs 6 16,048 14,312 Current tax expense 7 1,370 1,095 Deferred tax expense 7 12,896 11,339 Provision for employee benefits (90) 422 Change in: 90,950 92,787 Trade and other receivables 4,028 (1,976) Inventories 90 (401) Trade and other payables (10,516) (4,313) Cash generated from operating activities 84,552 86,097 Taxes paid (1,314) (608) Net cash from operating activities 83,238 85,489 Cash flows from investing activities Interest received 6 1,755 1,697 Acquisition of property and equipment 8 (20,867) (3,099) Acquisition of intangible assets 9 (5,315) (1,484) Net cash used in investing activities (24,427) (2,886) Cash flows from financing activities Proceeds from loans and borrowings -- 25,000 Repayment of loans and borrowings -- (160,031) Dividends paid (24,074) -- Interest paid (14,493) (16,807) Net cash used in financing activities (38,567) (151,838) Net increase in cash and cash equivalents (20,244) (69,235) Cash and cash equivalents at 1 January 138, ,913 Cash and cash equivalents at period end ,924 65,678 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4

7 As at and for the Six Month Periods Ended and Pages 1 Reporting entity 6 2 Basis of preperation Significant accounting policies 7 4 Operating revenue 7 5 Expenses by nature Net finance costs 8 7 Income tax Property and equipment 10 9 Intangible assets Deferred tax assets and liabilities Cash and cash equivalents Loans and borrowings Debt securities Related parties Commitments and contingencies 15 5

8 As at and for the Six Month Periods Ended and 1 Reporting entity Mersin Uluslarararası Liman İşletmeciliği Anonim Şirketi ( the Company ) is a company domiciled in Turkey. The address of the Company s registered office is Yenimahalle 101 Cad Sokak No Mersin, Turkey. The consolidated financial statements of the Company as at and for the six month periods ended and comprise the Company and its subsidiary (together referred to as the Group ). The key operational activities of the Group are container handling, marine services, operation of multi-purpose terminals, warehousing and logistics related services and consultancy fees. The Company has been registered on 4 May 2007 and started to operate on 11 May 2007, based on the Concession Agreement between the Company and the Turkish Privatization Administration. Mersin Port used to be operated by the Turkish Republic State Railways ( TCDD ) and included in the list for privatization for years. Turkish Privatization Administration had announced a bid for the privatization of Mersin Port on 14 August However, the bid could not be finalized until 11 May Full operational control over Mersin Port on the southeast coast has been transferred to the Company, a joint venture between PSA International Group and Akfen Altyapı Yatırımları Holding Anonim Şirketi ( Akfen Altyapı Yatırımları ) for the next 36 years on 11 May The shareholder of the Company, Akfen Altyapı Yatırımları has merged with its own shareholder, Akfen Holding Anonim Şirketi ( Akfen Holding ) at 23 July This merger was done under the name of Akfen Holding. As at and, the Company has one subsidiary called Mersin Denizcilik Faaliyetleri ve Ticaret Anonim Şirketi ( Mersin Denizcilik ), Mersin Denizcilik acts as a subcontractor of the Company for marine business. As at and detail of the subsidiary is as below: Name of Subsidiary Principal Activity Place of operation Ownership interest % Voting power held % Mersin Denizcilik Marine business Turkey The number of employees of the Group as at is 1,412 ( : 1,430). 2 Basis of preparation (a) Statement of compliance These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of International Financial Reporting Standards ( IFRS ) financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group s financial position and performance since the last annual consolidated financial statements as at and for the year ended. The condensed consolidated interim financial statements of the Group as at and for the six months period ended were approved by the Company Management. 6

9 As at and for the Six Month Periods Ended and 2 Basis of preparation (continued) (b) Basis of measurement In preparing these condensed consolidated interim financial statements, Management makes judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgments made by Management in applying the Group s accounting policies and key resources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ending. 3 Significant accounting policies The accounting policies adopted in preparation of the consolidated financial statements as at are consistent with those of the, except for the adoption of new and amended IFRS and IFRIC interpretations effective as of 1 January. The new standards, amendments and interpretations which are effective as at 1 January are as follows: Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities (Amendments) IAS 36 Impairment of Assets - Recoverable Amount Disclosures for Non-Financial assets (Amendments) IAS 39 Financial Instruments: Recognition and Measurement - Novation of Derivatives and Continuation of Hedge Accounting (Amendments) IFRIC Interpretation 21 Levies These amendments had no impact on the financial position or performance of the Group. 4 Operating revenue For the six month periods ended, revenue comprised the following: Container 111, ,186 Conventional cargo 21,616 23,981 Marine services 9,911 10,046 5 Expenses by nature 143, ,213 For the six month periods ended, expenses by nature comprised the following: Cost of operating revenue 56,849 60,815 General administrative expenses 10,858 10,568 67,707 71,383 7

10 As at and for the Six Month Periods Ended and 5 Expenses by nature (continued) For the six month periods ended, details of expenses by nature comprised the following: Personnel expenses and contract services 34,431 36,703 Amortisation and depreciation expenses 15,653 15,535 Power, fuel and maintenance expenses 7,612 8,903 Other direct charges and general administrative expenses 10,011 10,242,,,,,,,,,,,,,,,,,,,,,,,,,,,, 67,707 71,383 Personnel expenses amounting to USD 15,480 and USD 2,853 ( : USD 17,109 and USD 2,823) are included in cost of operating revenues and general administrative expenses, respectively, for the six month period ended. Amortisation and depreciation expenses amounting to USD 15,187 and USD 466 ( : USD 15,072 and USD 463) are included in cost of operating revenues and general and administrative expenses, respectively, for the six month period ended. 6 Net finance costs For the six month periods ended, net finance costs comprised the following: Recognised in profit or loss Interest income on bank deposits 1,755 1,697 Foreign exchange gains, net Finance income 1,755 2,590 Interest expense on bank borrowings 1,381 3,199 Interest expense on debt securities 13,923 13,703 Foreign exchange losses, net 2, Finance costs 17,803 16,902 Net finance costs recognised in profit or loss (16,048) (14,312) 7 Income tax In Turkey, corporate income tax is levied at the rate of 20% ( : 20%) on the statutory corporate income tax base, which is determined by modifying accounting income for certain exclusions and allowances for tax purposes. There is also a 15% withholding tax on the dividends paid and is accrued only at the time of such dividend payments. The withholding tax rate on the dividend payments other than the ones paid to the non-resident institutions generating income in Turkey through their operations or permanent representatives and the resident institutions. 8

11 As at and for the Six Month Periods Ended and 7 Income tax (continued) The transfer pricing provisions have been stated under the Article 13 of Corporate Tax Law with the heading of disguised profit distribution via transfer pricing. The General Communiqué on disguised profit distribution via transfer pricing, dated 18 November 2007 sets the implementation procedures of the law. If a tax payer enters into transactions regarding sale or purchase of goods and services with related parties, where the prices are not set in accordance with arms length principle, then related profits are considered to be distributed in a disguised manner through transfer pricing. Such disguised profit distributions through transfer pricing are not accepted as tax deductible items for corporate income tax purposes. Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses cannot be carried back. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within four months following the close of the accounting year to which they relate. 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 recognised in profit or loss For the six month periods ended, income tax expense comprised the following items: Current tax expense Current period 1,370 1,095 Correction for previous periods ,370 1,095 Deferred tax expense Originating and reversal of temporary differences 12,896 11,339 12,896 11,339 Total tax expense 14,266 12,434 The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. Advance payments during the six month periods ended are being deducted from the final tax liability computed over current period operations in accordance with related regulation for prepaid taxes on income. Accordingly, the current tax expense charge on income computed is not equal to the final tax liability appearing on the consolidated balance sheet. 9

12 As at and for the Six Month Periods Ended and 7 Income tax (continued) As at and, income tax payable comprised the following: Prepaid tax Income tax payable Prepaid tax Income tax payable Taxes on income for the period -- (1,370) -- (2,367) Income tax paid during the period , Total 737 (1,370) 1,784 (2,367) Amount netted off (717) 717 (1,746) 1,746 Net prepaid tax /(income tax payable) 20 (653) 38 (621) Reconciliation of effective tax rate The reported taxation charge for the six month periods ended is different than the amounts computed by applying statutory tax rate to loss before tax as shown in the following reconciliation: Profit for the period 45,073 50,084 Total income tax 14,266 12,434 Profit before income tax 59,339 62,518 Income tax using the Group's domestic tax rate (20.00) (11,868) (20.00) (12,504) Disallowable expenses (0.37) (217) (0.42) (264) Translation effect of non-monetary items (3.68) (2,181) (24.04) (14,266) (19.89) (12,434) Income tax recognised directly in other comprehensive income: Actuarial loss Total income tax recognised directly in other comprehensive income Property and equipment During the six months ended, the Group acquired assets with a cost of USD 20,867 (six months ended : USD 3,099). The additions in are mainly in CIP related to new berth civil works. For the six month period ended, depreciation expense recognised in cost of operating revenues and in general administrative expenses are amounting to USD 1,700 and USD 52, respectively ( : USD 1,1695 and USD 52). During the six months ended, the Group has not entered a significant capital commitment and there is not any pledge on property and equipment. 10

13 As at and for the Six Month Periods Ended and 9 Intangible assets During the six months ended, the Group acquired assets with a cost of USD 5,315 (six months ended : USD 1,484). For the six month period ended, amortisation expense recognised in cost of operating revenues and in general administrative expenses are amounting to USD 13,487 and USD 414, respectively ( : USD 13,378 and USD 410). The Group recognised an intangible asset amounting to USD 755,000 to the extent that it received a port operation right from TCDD to charge users of Mersin International Port. Additionally, during the period, cumulative cost of improvement and upgrading of existing infrastructure of TCDD beared by the Group is recognised at its fair value as an intangible asset amounting to USD 5,059 ( : USD 1,462). As at, there is no change in contractual obligations of the Company regarding to the Concession Agreement compared to. 10 Deferred tax assets and liabilities There are no unrecognised deferred tax assets and liabilities in the accompanying condensed consolidated interim financial statements. Recognised deferred tax assets and liabilities Deferred tax assets and deferred tax liabilities as at and are attributable to the items detailed in the table below: Assets Liabilities Assets Liabilities Net Net Property and equipment -- (609) 1, (609) 1,178 Intangible assets -- (64,906) -- (53,287) (61,865) (53,287) Loans and borrowings -- (1,624) -- (1,747) (1,624) (1,747) Trade and other receivables 1, , ,742 1,926 Trade and other payables 2, , ,239 3,071 Tax losses 1, , Others Deferred tax asset/ (Deferred tax liability) 6,218 (67,139) 6,919 (55,034) (61,011) (48,115) Movements in temporary differences during the six month periods ended are: Recognised in profit or loss Recognised in other comprehensive Income Property and equipment 1,178 (1,787) -- (609) Intangible assets (53,287) (11,619) -- (64,906) Loans and borrowings (1,747) (1,624) Trade and other receivables 1,926 (185) -- 1,741 Trade and other payables 3,071 (831) -- 2,240 Tax loss 110 1, ,489 Others 634 (16) (48,115) (12,856) 40 61,011 11

14 As at and for the Six Month Periods Ended and 10 Deferred tax assets and liabilities (continued) Recognised in profit or loss Recognised in other comprehensive Income 2013 Property and equipment (2,942) (2,928) Intangible assets (35,027) (3,073) -- (38,100) Loans and borrowings 818 (2,605) -- (1,787) Trade and other receivables 1, ,868 Trade and other payables 1,256 1, ,484 Tax loss 8,583 (7,279) -- 1,304 Others (25,230) (11,399) (54) (36,515) Deferred tax assets have been recognized in respect of tax losses because in the following five year it is probable that future taxable profit will be available against which the Company can utilize the benefits there from. As at and, deferred tax assets arising from tax losses carried forward have been recognized in respect of the following tax losses in terms of their final years of utilization is as follows: Year of origination Year of expiration Total Cash and cash equivalents Cash and cash equivalents as at and are as follows: Cash at banks 158, ,666 -Time deposits 158, ,397 -Demand deposits Cash on hand 9 14 Cash and cash equivalents 158, ,680 As at, the interest rate on TL time deposit is between 5.25% and 8.75% ( : between 6% and 7.50%) and USD deposits is between 0.15% and 2.60% ( : between 0.15% and 2.45%). 12

15 As at and for the Six Month Periods Ended and 12 Loans and borrowings At and 2013, loans and borrowings are as follows: Non-current: Unsecured bank loans 24,662 24,631 24,662 24,631 Terms and conditions of outstanding loans whereas follows: Currency Nominal interest rate Years of maturity Face Value Carrying amount Face value Carrying amount Unsecured bank loans USD Libor+4 % ,000 24,662 25,000 24,631 25,000 24,662 25,000 24,631 A bank loan Facility of USD 150 Million and revolving credit facility of USD 50 million was concluded on 27 December As at, USD 25 Million of the term facility (7 year tenor) has been used in 9 May. 13 Debt securities At and, debt securities are as follows: Non-current: Debt securities 442, , , ,176 Current: Debt securities-interest payable 10,134 10,134 10,134 10,134 As at 12 August 2013, the Company has issued bonds with maturity date on 12 August 2020 and nominal amount of USD 450,000 (issue price: %) at an interest rate of 5.875% to be paid in every six months, and is listed on the Irish Stock Exchange. Par value difference amounting to USD 1,394 and prepaid transaction costs of USD 5,725 of debt securities is netted from the balance ( : USD 1,530 and USD 6,294). 13

16 As at and for the Six Month Periods Ended and 14 Related parties For the purpose of the condensed consolidated interim financial statements, the shareholders, key management personnel and the Board members, and in each case, together with their families and companies controlled by them; are considered and referred to as the related parties. A number of transactions are entered into with the related parties in the normal course of business Transactions with key management personnel Key management costs included in general administrative expenses for the six month periods ended amounts to USD 591 ( :USD 494) Related party balances At and due from related parties comprised the following: 14 Due from related parties PSA & Akfen İşletme Yönetimi Anonim Şirketi ( PSA& Akfen) Others At and due to related parties comprised the following: Due to related parties PSA International Pte Ltd (*) Akfen Elektrik Enerjisi Toptan Satış A.Ş PSA & Akfen İşletme Yönetimi Anonim Şirketi ( PSA& Akfen) Others (*) This payable is related to the License Agreement signed between the Company and PSA International Pte Ltd on 24 December The agreement is effective from1 January Related party transactions For the six month periods ended transactions with related parties are summarized below: Cost of operating revenues Akfen Elektrik Enerjisi Toptan Satış A.Ş. 1, , Administrative expenses PSA International Pte Ltd (*) 3,996 4,682 Akfen Gayrimenkul Yatırımları ve Tic. A.Ş Other ,238 4,707 (*) The expense in is related to the License Agreement mentioned in above Note Interest income PSA& Akfen

17 As at and for the Six Month Periods Ended and 15 Commitments and contingencies The details of commitments and contingent liabilities arising in the ordinary course of business for the Group as at and, are as follows: Letters of guarantees given Given to TCDD 13,531 7,500 Others ,819 7,833 Letters of bank guarantees ( LoG ) obtained LoG received from suppliers 16,867 10,186 LoG received from customers 9,519 8,023 LoG received from sub-contractors 12,281 2,012 Other ,697 20,258 15

Mersin Uluslararası Liman İşletmeciliği Anonim Şirketi and its subsidiary Unaudited Condensed Consolidated Interim Financial Statements As at and for

Mersin Uluslararası Liman İşletmeciliği Anonim Şirketi and its subsidiary Unaudited Condensed Consolidated Interim Financial Statements As at and for the Six Month Period Ended 19 September Mersin Uluslararası