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Corporate Finance Specialist CONTENTS TOP • • • • ABOUT US ...................................................................................... 2 SERVICES ....................................................................................... 3 o Financial Check-Up ............................................................................. 4 o Capital Structure Management .......................................................... 5 o Bank Relations and Credit Management .......................................... 6 o Financial Assessment and Rating Report ....................................... 7 o Long and Short Term Financial Planing ........................................... 8 o Financial Modeling and Investment Project Analysis ..................... 9 o Merger and Acquisition Consultancy.............................................. 10 o Company Valuation ........................................................................... 11 o Board of Management and Executive Board Consultancy ........... 12 WHO WE ARE ............................................................................... 13 REFFERENCES ............................................................................ 15 1 ABOUT US 2% 2% 2% 2% References of Besfin by Sectors 5%5% 27% ABOUT US 10% 7% 7% Besfin’s large customer portfolio and important references create a valuable network system. Specialized and result based managers of Besfin provide private services for customers. With these works purpose to instruct recruitment of customers financial structure under high competition circumstances, increase company value, doing merger & acquisitions and set up new investments. Sustainable Growth WHO WE ARE Retail Automotive Tourism Energy Venture Fund Mining Ceramic Production Tyre Food Main theme of the Besfin is a corporate finance advisory firm. Its mission provides high qualified advisory service with customer satisfaction. Besfin established in 2011 by Ferda Besli. Besfin customers are operating 20 different sectors in Turkey with regions like İstanbul, Ankara and İzmir. SERVICES Construction and Real Estate Iron and Steel Textile Rubber Entertainment Logistics Health Agriculture Plastic Advertisement 7% ABOUT US Others %32 REFFERENCES Companies’ decision raises direct or indirectly financial results; corporate finance aims to investigate these decisions with in every respect. Briefly Corporate Finance main subject is maximizing company value with minimizing risks. Besfin intends to support with Corporate Finance subjects to its customers target for growing, adding value and sustainable financial structure to companies. T Corporate Finance 2 SERVICES SERVICES Capital Structure Management • Long and Short Term Financial Planning Corporate Finance • Management Consultancy Merger and Acquisition Consultancy • Company Valuation • Financial Assessment and Rating Report Investment Consultancy Bank Relations and Credit Management Board of Management and Executive Board Consultancy • Special Services WHO WE ARE • Financial Modeling and Investment Project Analysis REFFERENCES T • • SERVICES Financial Check-Up ABOUT US • 3 Financial Check-Up • Do your turnover decreasing although rivals are increasing? Does Liquidity get worsen? Does cycle time string out? Do Debt ratios become higher? Do interest expenses become higher? Do profit margins decreasing? SERVICES • • • • • ABOUT US Companies do not go worsen in a one day! Financial Check-Up This kind of situations are mostly raises by aggressive growth strategies with unorganized financial resources, weak business plans, insufficient communication between departments, undetermined performance criteria, weak financial reporting system or dismissed and not to take notice from warning signals. REFFERENCES Financial Check-Up serves to diagnose earlier signals of critical financials for companies. It avails all kind firms which have deteriorated financials or targeting to operate wealthier. WHO WE ARE Early diagnose has an important role for companies financial wealth. Worsening companies are signals before things get worsen. Some of these important signals are increase of leverage ratio, decreasing turnover, break down of targeted financial ratios, shrinking profit margins, lengthening cash conversion cycle. This service contains financial analysis of companies; diagnose existing or potential problems and offers solution. For the customers this analysis technique compares best firms from domestic and foreign companies’ financial data within same sector. Then results shows us how does the company is performing in related terms. Analyzing of Financials Comparison Analysis with Rivals Solution Offers T Developments in the Sector 4 Capital Structure Management Capital Structure Management A company how much needs to fund for its strategic targets? For this need how much capital require and how much loan Firm B Firm A 50% Cash and Deposits 15 Receivables 15 Inventories 30 Weak (Over Loaning) 40 Equity 50 100 Total Lia. and Eq. 100 Current Assets Firm B (TL) 60 Liabilities Strong (High Capital) 75 Cash and Deposits 10 Receivables 15 Inventories 35 Fixed Assets Total Assets 40 Equity 25 100 Total Lia. and Eq. 100 Low Rating High Interest Rate High Rating Low Interest Rate Current Assets Firm C (TL) 60 Liabilities 25 Cash and Deposits 20 Receivables 15 Inventories 25 Fixed Assets Total Assets 40 Equity 75 100 Total Lia. and Eq. 100 WHO WE ARE Fixed Assets Total Assets 50 75% SERVICES Firm A (TL) 60 Liabilities 25% 75% Normal (Capital and Funds are balanced) Current Assets Firm C 25% 50% ABOUT US managed? These questions answers are depends to company and its sector. At the below you can see a sample model for you, which one is representing to your firm? Very High Rating Low Interest Rate Inefficient use of Resources • • • Analysis and Solution Offers of Besfin Receivable and Inventory turnover analysis with effective working capital procedures decreases need of loan so interest expenses decreases that affects company become more profitable, The best Capital Structure planning for the company increases its Rating, Determine the best convenient fund for investments, Planning alternative financing resources like public offering and bond supply for the company. Evaluate Financial Indicators Analyzing Basic Debt Ratios Analyzing Resource Structure Solution Offers T • REFFERENCES There is no any standard to find optimum resource diversification for companies. At the above a model shows us optimum resource diversification changes by the type of sector and structure of the company. There is one thing should not be forgotten especially for businessman. Companies debt limit are not unlimited. Companies Rating affected by capital structure positively or negatively. Credit Rating shows us capability of debt discharging. If credit rating of the firm is increasing companies’ debt capability increases and cost of debt become lower. For this reason optimum resource diversification has a very important role for companies. 5 Bank Relations and Credit Management to determine Credit Ratings. A company which has a high credit rating has to be strength discharge and cash generation structure with wealthy management organization. This capability creates a free environment about financing process for the company. Aa1 35 30 120 25 20 Aa3 80 15 A1 10 40 At this stage decisions and plans have a very important role for determining company’s financing strategy. Kind of the loans, credit periods and interest rates examine in the determination of company’s financing strategy. After the arrangements company’s indebtedness gets better and it will have more wealthy financing structure. This developments results company’s reputation become more respected by banks and it allows utilizing with lower interest rates. SERVICES Growth & Credit Rating of the Firm 160 Short and long term borrowings have a very important role for companies’ operational needs. For this reason arrangement of debts is the main point of the Assets-Liability Management. Bank Relations and Credit Management service focused on balance sheets liability side for investigate companies financing structure which is a sub branch of a Capital Structure Management service. ABOUT US Financial ratios and metrics areManagement the first references Bank Relations and Credit 2010 Net Sales 2011 EBIT 2012 Net Income 0 Credit Rating Investigation of Debtor Banks Analyzing Loans 2010 60% 150% 300% 300% 2011 55% 130% 400% 250% 2012 50% 100% 500% 200% Service of the Bank Relations side is tried to develop our customer’s relationship between banks. Our consultancy about how to become better bank relations with customers, which banks are more suitable for our customers, what the more effective credit period is and how much loan is the best fitted for our customers. Analyzing Debt Ratios REFFERENCES Scope of service offers such as; investigation of customers confirming banks and these banks are a really market maker, analyzing limit usage rate, does the financial debts are reliable for the company’s asset structure, how to increase Rating, interest rates are fixed with market rates, evaluation of assurances, monitoring cash flow, decreasing loan requirement and analyzing capital structure of company. Financial Structure and Ratios Total Loans / Total Liabilities Total Loans / Capital EBIT / Interest Expense Loans / EBITDA Solution Offers T 0 WHO WE ARE 5 6 Financial Assessment and Rating Report Financial Assessment and Rating Report ABOUT US Besfin’s Italian partner ModeFinance provides for customers domestic or foreign companies Financial Assessment, Rating and Sector Reports. These reports lighten company’s cooperators financial structure about credit and assurance structure for fix working condition between them. SERVICES Especially for the exporter companies this service has a lethal importance for investigate new customers. With this intelligence exporters observe new customers financial credibility so firms could optimum agreement. Another advantage of this service is companies could investigate foreign firm’s financial structure which is planning to make partnership with each other or potential partners. WHO WE ARE Unfortunately these reports are unachievable by solely unless privileged firms like Besfin could provide these reports for customers with fair price for customers foreign growth strategies become more reliable. REFFERENCES ModeFinance Report Preparation Presentation of Credit Report Customer Assessment T Request of Credit Report 7 Long and Short Term Financial Planning 3 Year Plan of Example Co. Recent Planning Planning Income Statement ('000 $) Planning Period 3 Sales 17.000 20.000 23.000 26.450 Cost of Sales (-) 16.560 18.400 20.240 22.264 Gross Profit 440 1.600 2.760 4.186 EBIT 400 1.000 2.160 3.586 250 850 2.010 3.436 575 1.195 2.380 3.836 SERVICES Net Profit/Loss EBITDA Besfin offers determining to assist strategic, operational and financial targets with examine detailed budget and projected financial statement for its customers. This service include some decision points like; to reach strategic targets, best fitted financing conditions for investments, to catch financial strength and become more prepared against economic changes in the future under the Long and Short Term Financial Planning service to customers. Well-designed Financial Planning provides to companies an effective working capital structure. ABOUT US Periods Term Period 1 Period 2 Long and Short Term Financial Planing Balance Sheet ('000 $) 4.521 5.410 6.299 7.336 Cash and Cash Equivalents 2.677 3.150 3.622 4.165 603 710 816 938 Receivables Inventories Fixed Assets 124 1.550 1.860 2.232 3.782 4.450 5.117 5.885 8.303 9.860 11.416 13.221 3.474 3.860 4.246 5.833 Loans 1.359 1.510 1.661 2.989 Payables 2.115 2.350 2.585 2.843 990 1.100 1.210 1.452 Equity Long-Term Liabilities 3.839 4.900 5.960 5.936 Total Liabilities and Equity 8.303 9.860 11.416 13.221 92% 88% 84% Financial Ratios Sales/Cost of Sales 97% 2,05 2,03 2,01 2,00 1,30 1,40 1,48 1,26 Equity/Sales 23% 25% 26% 22% Total Liabilities/Total Assets 0,54 0,50 0,48 0,55 18% Sales and Cost of Sales 16% 14% 12% 10% 8% Planning Period 1 Planning Period 2 Sales Examine Business Cycle Determine Financial Situation and Targets REFFERENCES Sales/Total Assets Current Assets/Short-Term Lia. Well-designed financial planning creates an alternative investment and financial decision for the companies especially remarks financial and strategic issues like liquidity, inventory, working capital, capital structure, profit shares and budget. WHO WE ARE Total Assets Short-Term Liabilities Financial Planning includes some projections like; Inputs; sales projection, costs, interest rates and exchange rates with liabilities and currency account. These inputs indicate assumptions for modeling projected financial statement and budget. Strategic Growth Practice Planning Period 3 Cost of Sales T Current Assets Sustainable Growth 8 Financial Modeling and Investment Project Analysis PROJECT X - Wind Power Cell Financial Model Summary Macroeconomic Assumptions Financial ModelingStart and Investment Project Analysis Definition Due Exchange Rates Refference Date January-13 January-13 January-13 January-15 January-13 December-14 December-14 December-23 January-60 100,00 38,50% 2,00% 15,00 Emission Price (€/tone) Carbon Emission ('000 tone) O&M Cost (Annual €) Land Cost (Annual TL) Other Costs (%) Tax Rate 5,00 187,00 30.000,00 30.000,00 5,00% 20,00% Investment Project EUR Enflasyonu Interest Rate 01.01.2013 01.01.2014 01.01.2015 01.01.2013 EURIBOR (3M) 0,13% 0,18% 0,57% 3,00% LIBOR (3M) 0,31% 0,47% 0,69% Project and Capital Yield 27,80% 32,00% 8 year 10% Generated analytical and dynamic financial models provide in depth analysis for investments. Financial model tests investment with various scenarios which includes sensibility issues such as macroeconomic developments, cost increases, price changes and delays. Sensitivity Analysis - IRR Fluctuation % 14,4% 79,1% 4,3% 1,4% 2,4% 7,2% 5,5% 100,0% 71,2% 28,8% REFFERENCES Construction Cost Turbine Cost Labor Costs Loan Commissions IDC Unexpected Costs VAT Total Uses Project Credit Equity Total Sources 5,00% 2,00% Project IRR Capital IRR Payback Term Discount Rate NPV @ %10 Sources and Uses Statement $m 10,00 55,00 3,00 1,00 1,70 5,00 3,80 69,50 49,50 20,00 69,50 1,85 2,35 1,30 WHO WE ARE Installed Capacity (MW) Capacity Usage Distribution Loss Electricity Price (Penny/kWh) 01.11.2012 01.11.2012 01.11.2012 Refference Date 01.01.2013 01.01.2013 SERVICES Operation Assumptions USD/TRY EUR/TRY EUR/USD Inflation TL Enflasyonu USD Enflasyonu Financial Modeling and Investment Analysis service offers investigating with various scenarios of investment projects beside it determine financial risks in occasions which are unexpected with try to find answer of how could it prevent. Financial installation of investment analyzed with systematically and the results are presented to our customers in the shape of an information memorandum for to share with financial intuitions or potential investors. Determine Risk and Prevention Technical Analysis Financial Model and Investment Analysis T Financial Closure Construction Term Credit Use Credit Period Operation Term ABOUT US Project Time Table 9 Merger and Acquisition Consultancy • • • • ABOUT US • Should I need a strategic partner for grow my domestic and foreign market? Merger and Acquisition Consultancy Should I need a loan or partner for a growth? Should I grow my company organic or inorganic? Should I sell my company? What can I do to make investment in a different sector, which firm and how can I buy it? SERVICES Besfin offers a consultancy for buyer or seller side for M&A process. This service includes process, financial issues, company valuation, buy/sell tactics and strategies subject. For the buyer side Besfin assist to customers; determine the target firms, contact with seller firms, determine the negotiation strategies and conduct the process for customers, conducting due-diligence practice, determine the proposal and supporting negotiation process. M&A Transactions in Turkey 80% 30 40% 10 20% 2007 2008 2009 Transaction Value Preparation 0% 2010 2011 Foreign Investments Marketing Year 2007 2008 2009 2010 2011 241 169 101 203 Number of Transaction 160 5,2 29 15 Value of Transactions (Billion $) 19,3 16,2 %7 Privatizations %12 %32 %23 %50 Foreign Investors %70 %85 %43 %36 %74 %8 %3 Financial Investors %13 %30 %13 62 100 51 140 Av. Transaction Value (Mil. $) 120 Share of 10 Biggest Transaction in Total %60 %69 %44 %69 %56 Due Diligence REFFERENCES 60% 20 0 100% Negotiation and Closure B 40 WHO WE ARE For the seller side Besfin assist to customers; preparing information memorandum, determine the potential buyers, sharing the information memorandum, conducting due-diligence practice and supporting negotiation process issues. 10 Company Valuation How much my company does, how can I increase its value? Company Value By Valuation Method (Million $) ABOUT US Company Valuation Discounted Cash Flow Trading Comparables SERVICES Valuation of the company gives a chance to determine companies’ value and leads how it could increase with correct decisions. After the valuation process customers could decide which part of the company make improvement with considering strategic targets and long term roadmap. Transaction Comparables Trade Price os Last 12… Buying Price Analist Estimation Board Estimation 350 525 700 Benchmarking Studies Cash Flow Analysis Determine the Value REFFERENCES Company Value Company’s’ value can be calculated with various methods. Most common methods are Trading Comparable Analysis, Transaction Comparable Analysis and Discounted Cash Flow Analysis. Company Value T 175 WHO WE ARE Trading Comparable Analysis Current Equity Price 11 Board of Management and Executive Board Consultancy Board of Management and Executive Board Consultancy Evaluate New Investments and Opportunities Strategy & Business Development Financail Result of Operational and Production Decisions Operation ABOUT US Pricing & Product Analysis Sales & Marketing Every Decision is a Financial Decision for a Company! SERVICES WHO WE ARE After the Financial Check-Up comprised tables and offered solutions Besfin offers to customers consultancy about board of management and executive board. Besfin’s managing partners presents and monitors Financial Check-Up solutions with macroeconomic events and give consultancy about financial issues for customers when they participated board meetings. This service formed by 3 main topics; II. Management of Financing Strategic Decisions Risk Management REFFERENCES III. Management of Corporate Finance includes; determining national and foreign financial tools which are best fitted to the company, fit to company’s balance sheet, income statement and financial ratios international standard for increasing corporate rating, short and long term financial planning, company valuation, M&A and avoiding risks practice such as Hedging. Supporting Business Development and Growth Strategies topic tries to find answer like these questions; company focused which trends and ideas in the future? This investment reserves what kind of risks and opportunities? What is Internal Rate of Return (IRR) and it takes how many years? Risk Management and Strategic Control; Risk Management includes Operational Risks (Process, Contract, Larceny, System Risks), Market Risks ( Price fluctuations, inflation, competition), Financial Risks ( Exchange rate risks, interest risks, cash flow) with Strategic Control side monitoring company’s targets and evaluate where is in the process, what is the company’s performance and finally follows costs, income and cash flow consider with expectations. Consultancy Service T I. 12 WHO WE ARE WHO WE ARE ABOUT US Ferda BESLİ Ferda Besli is the founder and managing partner of Besfin. Mr. Besli, a graduate of the Faculty of Economics of Istanbul University and earned the title of inspector in 1989. Mr. Besli started his professional career at Akbank T.A.Ş in 1987. He has served as an Internal Auditor and Branch Manager, followed by his post as Manager in charge of Corporate Banking and Senior Vice President in charge of Commercial Banking. In 2006, he was appointed as Executive Vice President in charge of Commercial Banking. Mr. Besli served as Executive Vice President of Commercial and SMEBanking of Akbank T.A.Ş after 2010. He also served as a member of the Preliminary and Asset-Liability Committees of the Bank. After his retirement in 2011, he established Besfin. SERVICES His specialized areas are; • Corporate Finance, • Project Finance, • Bank Relations and Credit Management, • Strategic Marketing, WHO WE ARE When working at Akbank, Besli engaged in an internship at Deutsche Bank, one of the worldwide leading financial institutions. Besli continues to participate in numerous domestic and international training programs on sales, marketing and corporate finance. Which he was participated in was “Customer Focused Marketing Strategy” at London Business School. Mr. Besli is member of Centre for European Policy Studies (CEPS), the European Institute of the Mediterranean (IEMED), The World Future Society (WFS), Chatham House with Turkish Industry and Business Association (TÜSİAD) and many other social organizations. Ece Taştan started her banking career at Akbank in 2001. Miss Taştan has served at several departments for 10 years and her final post was Manager in charge of Business Development and Project Finance before joing Besfin in 2011. REFFERENCES During her banking career, she worked as respectively; Commercial Branch Portfolio Manager, Commercial Banking Marketing Manager and finally Manager of Business Development and Project Finance. Ece Taştan is specialized on project financing, financial modeling and company valuation. Ece Taştan who is a graduate of METU,Department of Economics, participated in many training programs which are related to Investment Banking, Merger and Acquisitions, Ship Finance in both home and abroad. Ece Taştan holds Capital Markets Activities Basic Level License, Capital Markets Activities Advance Level License and Derivate Instruments License as well. T Ece TAŞTAN 13 After serving for a period of 9 years at Akbank T.A.Ş, where he worked finally as Commercial Banking Marketing and Sales Manager, Oğuzhan Serintuna joined Besfin in 2012. From commercial portfolio management in a commercial branch to management at the commercial banking division and from performance monitoring to budgeting, he worked in various areas. ABOUT US Oğuzhan SERİNTUNA Being a graduate of Koç University, Department of Mathematics and Anadolu University, Department of Business Administration, he has a Master's Degree in Capital Markets and Stock Exchange. He also has the Capital Market Activities Basic Level License, the Capital Market Activities Advanced Level License and Derivatives License. Hasan Çağlayan graduated from the Faculty of Economics of Istanbul University, after completing high school at Robert College. Mr. Çağlayan who served at automotive, textile, transportation, publishing sectors, had been working on hotel investment for last 24 years before joined Besfin in October 2012. WHO WE ARE He worked at department of financial feasibility, concept, strategic planning at many prestigious companies such as Netsel Marmaris Yacht Por, Robinson Select Club Maris, both of Four Seasons Hotels in İstanbul, Uzel Group, Martı Otel. Hasan Çağlayan had board membership of Pegasus Airlines while Pegasus was operating unscheduled transportations. Additionally, he publishes articles and participates in several programs as a speaker by evaluating his work experience under ’’the value focused management ’’ and ‘’asset management” topics. REFFERENCES T Hasan ÇAĞLAYAN SERVICES He participated in various training programs including marketing, evaluation of economic data, financial analysis and project financing. 14 REFFERENCES REFFERENCES ABOUT US Private Investment Firm Power Equipment Industry Construction and Real Estate Sector Marketing and Distribution Construction and Real Estate Sector Bahçıvan Gıda BİRLİK Toptan Satış Mağazacılık Food Sector Doğan Lastik Doruk Group Rubber Industry Food and Agro Industry Retail Sector REFFERENCES BORSAN Kablo Elektrik Aydınlatma ASTAY Gayrimenkul İnşaat ARTAŞ WHO WE ARE Aluminum Industry Marketing and Distribution, Retail, Agriculture and Gas Station Management Akyürek Pazarlama SERVICES ASTAŞ Alüminyum Akyürek Kardeşler Doruk Tarımsal Yatırımlar Holding Agro Industry T Access TURKEY 15 ABOUT US Dumankaya Food Industry and Foreign Trade Bakery Production Industry Construction and Real Estate Sector Floteks Göbeklioğlu Medikal Sistemler Ece Banyo Ceramic Sector Plastic Industry Dünyagöz Hastaneleri Health Sector WHO WE ARE Doruk Unlu Lezzetler Holding SERVICES Doruk Una Değer Katma Holding Gürbaşlar Otomotiv Automotive Sector Health Sector REFFERENCES HAMİTABAT TARIM HAYVANCILIK Livestock Farming HASÇELİK Iron-Steel Sector İNCİ Ecza Deposu İSMAR Marketler Zinciri Health Sector Retail Sector T HAMİTABAT 16 ABOUT US 13th Biggest Project of Turkey Construction and Real Estate Sector Construction and Real Estate Sector Construction and Real Estate Sector Kosifler Group MARNAK Lojistik MESA Mesken MOPAŞ Automotive, Tourism and Insurance Sector Logistics Sector Construction and Real Estate Sector Retail Sector NOVA Reklam Olgunçelik PERMAK Group RENA İnşaat Advertisement Industry Iron-Steel Sector Machine Industry, Energy, Real Estate, Food Industry, Textile and System Tech. Construction and Real Estate Sector REFFERENCES Keleşoğlu Group WHO WE ARE Kapıcıoğlu İnşaat SERVICES Kar İnşaat T İstanbul TEMA PARK 17 ABOUT US TAXIM Edition Taypa Construction and Mining Sector Textile Sector Entertainment Sector Textile Sector Tekno Kauçuk YES Oto Yılka Kablo Rubber Industry Car Rental Service Conductor Industry WHO WE ARE Tanrıverdi SERVICES STFA Yeşilyurt Group REFFERENCES T Iron-Steel Sector, Shopping Mall and Harbor Management 18 Besfin Finansal Hizmetler Danışmanlık ve Tic. A.Ş. Tel: +90 212 609 83 50 Faks: +90 212 609 83 49 Financial Check-Up Boad of Management and Executive Board Consultancy Capital Structure Management Avrupa Rezidans Karayolları Mah. Abdi İpekçi Cad. No:30 27. Kat 34250 Küçükköy Gaziosmanpaşa İSTANBUL [email protected] www.besfin.com Bank Relations and Credit Management Company Valuation Corporate Finance Specialist Merger and Acquisition Consultancy Financial Assestment and Rating Report Financial Modelling and Investment Project Analysis Long and Short Term Financial Planing 19