Corporate Credit Rating Non- Financial Sector
Transcription
Corporate Credit Rating Non- Financial Sector
TURKEY Corporate Credit Rating Non- Financial Sector Holding Long Term İHLAS HOLDİNG A.Ş. & CONSOLIDATED SUBSIDIARIES Short Term Financial Data National International Total Assets (000 USD) Foreign currency BB Local currency BB Total Assets (000 TL) B Equity (000 TL) Outlook Stable Stable Local Rating A (Trk) A-1 (Trk) Outlook Sponsor Support Stand Alone Sovereign* B 1,426,867 1,115,965 1,038,347 822,263 Net Profit (000 TL) 37,309 867,033 788,166 444,777 498,091 478,576 46,097 -111,676 -17,905 -43,924 620,997 Net Profit Margin (%) 5.53 8.37 -25.74 -4.59 -11.44 ROAA (%) 3.34 5.88 -12.59 -2.50 -4.15 ROAE (%) 5.89 11.88 -25.45 -4.24 -7.17 Equity/Assets (%) 57.63 55.65 42.84 57.45 60.72 51.52 - Net Working Capital/T.Assets (%) 82.84 65.48 72.90 61.75 - Leverage Ratio (%) 42.37 44.35 57.16 42.55 39.28 Asset Growth Rate (%) 27.86 7.48 19.76 10.01 -14.50 B BB B Local currency BB B Overview Outlook Stable Stable İHLAS HOLDİNG A.Ş. (İhlas Holding or Group), with activities dating back to the 1970s, is one of the most highly effective entrepreneurial groups covering the production-distribution-customer lines through its portfolio of 52 companies (6 of them publicly traded including the Holding itself) and a large dealer network. It has a very high level of internal synergy, horizontal and vertical integration through its operations in fields as diverse as media, construction, education, health, tourism, mining, carbonated beverages, marketing, trade fairs and event organization, two and three-wheeled vehicles production, electrical and electronic small household appliances production, internet and mobile services, warehousing, and financial asset management. *End of year Net Profit Margin (%) ROAA (%) ROAE (%) Equity/Total Assets (%) Net Working Capital/Total Assets (%) Leverage Ratio % Annual Growth Rate (%) The Holding‟s shares began to be publicly traded on IMKB (ISE-Istanbul Stock Exchange) in 1994 and currently have a free float of 83.78% of its capital. However, 13.20% of the Holding‟s total capital is owned by the group companies, Ihlas Pazarlama A.S. and Ihlas Ev Aletleri Imalat San.ve Tic.A.S.. The largest qualifying shareholder of Ihlas Holding is Enver ÖREN, Ph.D. from the Ören Family, who currently owns a total of 11.07% of the Group‟s shares. 55 40 25 10 (5) (20) (35) 2006 2007 2008 2009 2010 The Group maintains its principal operations in Turkey with a staff force of 2,821 and has IHA (Ihlas News Agency) offices in the Middle East countries. Strengths 2006* 560,733 2 70 2007* 744,426 Foreign currency 85 2008* 686,601 Positive Analyst: Zeki Metin ÇOKTAN +90 212 352 56 73 [email protected] 2009* 741,160 Stable *Affirmed by Japan Credit Rating Agency, JCR on February 21, 2011 2010* 922,941 Funding structure improved by recent capital injection Upward trend and recent significant improvements in working capital Having a broad-based marketing network of widespread dealers and effective distribution as a multi-faceted group operating in several sectors Positive outlooks in all sectors it operates in Offering diversified services in the media field through an integrated structure Above sector average advances received reducing the Group‟s need for costly funding resources Continuity in conservation of asset quality by full provisioning policies regarding warranties for products sold, losses in asset values and difficulties in collection of receivables High compliance level with corporate governance practices Cessation of obligations and adverse effects assumed during the crises in 2000s Initiation of IT projects regarding groupwide operational procedures and managerial reporting Publication Date: October 11, 2011 Constraints Trade payables item in a predominant position among external resources complicating liquidity management A high level of off-balance sheet commitments and contingencies despite following a downward trend High level of doubtful receivables ratios Threat imposed by the sectoral competition on the sustainability of market shares Absence of systems for corporate and comprehensive financial risk management and customer scoring Inadequate resources allocated for R&D studies “Global Knowledge supported by Local Experience” Copyright © 2011 by JCR Eurasia Rating. Nispetiye Cad.Firuze Sok. Ceylan Apt. No:1-D:8 Akatlar/İSTANBUL Telephone: +90.212.352.56.73 Fax: +90 (212) 352.56.75 Reproduction is prohibited except by permission. All rights reserved. All of the information has been obtained from sources JCR ER believes are reliable. However, JCR-ER does not guaranty the truth, accuracy, adequacy of this information. A JCR ER Rating is an objective and independent opinion as to the creditworthiness of a security and issuer, not a recommendation to buy, hold, sell any security and to issue a loan. This rating report has been composed within the frameworks of SPK (Capital Markets Board of Turkey) regulations and internationally accepted rating principles and guidelines. http://www.jcrer.com.tr Holding 1. Rating Rationale Funding and equity structure, asset quality, risk management practices, market shares, diversification level of business activities on one hand and synergy level within the Group depending on the effectiveness of business network on the other and growth rates of the companies were taken into account as effective factors in the determination and the risk assessment of the long-term international local currency and foreign currency grades as well as the national grades of Ihlas Holding and its group companies. The development of risks in the markets, growth potential in the Group‟s fields of activities, level of free float, the financial and non-financial positions of the main controlling shareholders and their expected support were also considered vital. Besides the primary importance of interest rate, exchange rate and price risks in the determination of the short-term grades, critical emphasis is also laid upon the business environment, the outlooks of the sectors in which the group companies have been involved, the continuing state of the balance sheet and management against the other existing risks in the market as well as the profit & loss realized in the last three years have been decisive. Although the profitability level achieved through the principal activities of Ihlas Holding is affirmative and adequate, the results of losses faced through the high level of activities expenses have put pressure on the internal equity generation and liquidity management. The key drivers that bolster the current rating grades are; the Holding‟s (i) broad-based marketing network and distribution channels, (ii) improvements in its funding structure through recent capital injection which in turn underpins its robust growth uptrend, (iii) adequate net working capital level, (iv) improvement of internal synergy level within the Group through its interrelated diversified businesses and (v) competitive strength attained through its business track record. Market efficiency of Ihlas Holding‟s business partners and customers and its high market reputation result in an ease of debt collections and inspire sufficient confidence in its creditors. This situation significantly curbs the risks to be caused by sudden liquidity needs. Additionally, net working capital figures followed an upward trend in recent years and significantly improved during 1H2011. Our rating process was based on the consolidated independent auditors‟ reports within the context of IFRS. Information regarding the sectors was obtained through JCR Eurasia‟s own studies, research company reports and statistical data of TUIK and relevant ministries. İhlas Holding A.Ş. & Consolidated Subsidiaries 1 Ihlas Holding, through its 52 companies (37 included in the consolidation and 15 excluded from the consolidation, of which 4 are inactive and 1 in the process of liquidation), has operations primarily in the fields of media, construction, marketing, food and beverage, and furthermore in health, education, tourism and hotel management, trade fairs and event organization, IT, mining, motor and non-motor vehicles. Eleven companies are active in the field of media, 7 in construction, 13 in marketing and production, 3 in health and tourism, 1 in education and 2 in other fields. Consolidated Subsidiaries Active Share % 2009 June 2010 2010 İhlas Gazetecilik A.Ş. 95.45 62.51 46.24 İhlas Ev Aletleri İmalat San.Tic.A.Ş. 21.79 21.78 21.06 İhlas Pazarlama A.Ş. 98.19 98.18 98.18 İhlas Haber Ajansı A.Ş. 97.50 97.49 83.12 İhlas Yayın Holding A.Ş. 97.91 97.90 69.15 İhlas Madencilik A.Ş. 31.09 31.08 30.48 99.56 99.67 99.67 96.73 96.72 67.92 86.71 94.03 94.03 99.88 99.87 99.87 İhlas Motor A.Ş. 92.29 92.28 89.10 TGRT Haber TV A.Ş. 96.89 96.88 68.43 TGRT Dijital TV Hizmetleri A.Ş. Bisan Bisiklet Moped Oto. San. Tic. A.Ş. Bisiklet Pazarlama ve Tic. A.Ş. 93.02 93.01 65.69 96.39 96.38 94.16 96.51 96.50 94.28 87.36 87.35 64.09 55.01 67.13 67.13 100.01 100.00 100.00 98.64 98.63 69.44 30.78 30.77 4.72 82.25 82.24 58.09 İhlas Fuar Hizmetleri A.Ş. 75.67 75.66 53.44 Detes Enerji Üretim A.Ş. 21.76 21.75 21.03 Armutlu Tatil ve Turizm İşletmeleri A.Ş. Bayındır Madencilik ve TAŞ (Okan Tekstil Sanayi ve Ticaret A.Ş. ) İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Ortak Girişimi 2 İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Ortak Girişimi 3 İhlas Holding A.Ş.-İhlas Yayın Holding A.Ş. Ve İhlas Pazarlama A.Ş. Ortak Girişim Kristal Kola ve Meşrubat San. Tic. A.Ş. 78.55 90.76 90.76 4.81 4.86 4.77 99.56 99.67 99.67 59.51 70.41 70.41 98.25 98.24 85.30 39.08 38.22 Kristal Gıda Dağıtım Pazarlama ve Ticaret A.Ş. İhlas Meşrubat Üretim ve Pazarlama A.Ş. (eski ünvanı: Atmaca Gıda Üretim ve TAŞ İhlas İnşaat Holding A.Ş. 60.87 60.87 53.86 37.67 94.54 94.54 İhlas Pazarlama Yatırım Holding A.Ş. İhlas İnşaat Proje Taahhüt Turizm ve Tic. A.Ş. Alternatif Medya Görsel İletişim Sis. Ltd Şti. 95.91 95.91 İhlas Holding A.Ş. – İhlas Yapı Turizm ve Sağlık A.Ş. Ortak Girişimi Promaş Profosyonel Medya Reklam ve Film Hizm. A.Ş. Kuzuluk Kapl. İnş. Tur. Sağ. Petr.Ür.Tic.A.Ş. İhlas Net A.Ş. İletişim Magazin Gazt. Yayın San. ve Tic. A.Ş. İhlas Yapı Turizm ve Sağlık A.Ş. Kıbrıs Bürosu İhlas Reklam Ajans Hizmetleri Ltd. Şti. Mir İç ve Dış Tic. Maden San. Ltd. Şti. İhlas Gelişim Yayıncılık A.Ş. İhlas Genel Antrepo Nakliyat ve Ticaret A.Ş. İhlas İletişim Hizmetleri A.Ş. 89.82 69.22 41.43 41.43 41.43 23.82 Holding 2. Outlook JCR Eurasia Rating‟s affirmations of „stable‟ outlooks on the international short and long term and national long term rating perspectives of Ihlas Holding are based on the business track record reached by Ihlas Holding and its group companies, expected growth opportunities in the involved business lines, Ihlas‟s competitive edge supported by its scale and internal synergy achieved through its horizontally and vertically integrated structure, means for acquisition of internal and external funds required for further growth and improvements in the resiliency of its revenues. Asset growth rates in the last four years and a significant increase in the first half of FY2011 became expressive accompanied by the attained profit figures in the last two years. Additionally, taking into account the increased capitalization level via capital injection by a rights issue within 1H2011 and its expected effects on the improvement of the liability mix of the Company and sustainability of the growth impetus, we are of the opinion that these factors indicate a „positive‟ outlook on the Company‟s ratings of the short term national perspective. The principal considerations which may be factored into any decision on a rating change in the future are (i) the sovereign rating of Turkey and (ii) macroeconomic developments, issues of domestic and international politics in Turkey following parliamentary elections. In Company-specific terms, these are (i) improvements in the profitability indicators of the Holding particularly through construction activities, (ii) continuation of net working capital structure, (iii) generation of alternative funding channels and (iv) risk appetite regarding growth strategies of the Company. 3. Sponsor Support and Stand Alone Sponsor Support grades and their risk estimations reflect financial and nonfinancial standings of and expected backing potential by the main controlling shareholder of Ihlas Holding, the Ören Family and small investors holding the majority shares. It is considered that the shareholders have the willingness and propensity to supply long term liquidity or equity to the Group as and when financial needs arise and the adequate experience to provide efficient operational support. Additionally, the fact that the main shareholder has commercial, industrial and financial activities in other fields is also an indicator of their adequate financial strength. On the other hand, considering the high ratio of free float, the potential for additional capital support by small investors always bear uncertainties for their contributions and are closely dependant on developments İhlas Holding A.Ş. & Consolidated Subsidiaries 2 in the market. However, the support regarding equity has been affirmed by the participation of the shareholders in the capital increase which took place within 1H2011. Based on these assessments, the Sponsor Support grade of Ihlas Holding has been affirmed at (2), which denotes a high probability level of external support. The Stand Alone grade for Ihlas Holding has also been affirmed commensurate with attained business scale, improvements in profitability indicators to the extent of generating internal equity, asset quality, improved equity composition, business agility, risk management practices, market shares, growth rates of Ihlas Holding and the group companies and the development of existing risks in the markets and business environment. JCR-ER concludes that the Ihlas Group has the capabilities, experience and facilities to manage the incurred risks on its balance sheet via its core business operations notwithstanding that the shareholders do not provide any financial assistance as long as it maintains its clientele, business volume and efficiency in the market. Within this context, the Stand Alone grade of the Ihlas Group has been determined as (B) in JCR-ER‟s notation system, which denotes a high level of financial strength. 4. Company Background a) History İhlas Holding A.Ş., with foundations going back to the establishment of Türkiye Gazetesi in the 1970s, was established under the trade name “İhlas Matbaacılık ve Dağıtım Anonim Şirketi” in 1980 and changed its trade name in 1986 and 1993 to “İhlas Matbaacılık ve Sağlık Hizmetleri A.Ş.” and “İhlas Holding A.Ş.”, respectively. The primary activities of the Holding under the umbrella of its own legal personality are construction, health, education, and domestic trade. The total number of staff employed by the Group was 2,821 as of FYE2010 (FYE2009: 2,525). Of these, 868 (FYE2009: 787) were employees of the parent company. b) Trading Activities Ihlas Holding group companies operate in the fields of media, construction, education, health, tourism, mining, carbonated beverages, marketing, trade fair and event organization, the production of two and three-wheeled vehicles, the production of electrical and electronical small household appliances, internet and mobile services, warehousing, and financial asset management. Through its widespread dealership network and effective distribution and marketing companies, products and services produced by the Group as well as world renowned brands are marketed domestically and internationally. Holding 5. Organization & Employees auditors deteriorates the level of compliance with the corporate governance principles. Within the organizational structuring of the Holding, the Audit Committee, Shareholders Relations Department and the Corporate Governance Practice Directorate perform their duties as subordinate of the board. In addition, there are 8 departments organized as coordinatorship, directorship, unit, consultancy and presidency apart from Human Resources Department. The same structuring is valid in the other group companies including the publicly traded ones. A staff force of 2,821 was employed in the Holding and its 37 group companies at the end of 2010. Of this total staff, in parallel with statistics on educational profile in Turkey, 51.40% were white-collared and 48.60%, bluecollared. On the other hand, 42.96% graduated from high schools, 31.58% held undergraduate degrees and 2.48% attained graduate degrees. As for the Holding itself, 85.37% were white-collared and 14.63%, blue-collared, and 37.90% graduated from high schools, 44.70% held undergraduate degrees and 5.99% attained graduate degrees. 6. Shareholders, Subsidiaries and Affiliates Of Ihlas Holding A.Ş.‟s registered capital of TL900 mn, TL395,2 mn was issued and 83.78% of it was publicly traded as of FYE2010. However, 13.20% of the Holding‟s total capital is owned by the group companies, Ihlas Pazarlama A.S. and Ihlas Ev Aletleri Imalat San.ve Tic.A.S.. The Group increased its capital to TL790.4 mn through a rights issue in May, 2011. Group B Shareholders (B) Group Share Enver Ören 21,690 Ahmet Mücahit Ören 13,860 Ali Tubay Gölbaşı 1,260 Rıdvan Büyükçelik 1,260 Zeki Celep 1,260 Abdullah Turalı 1,260 Alaettin Şener 2,520 Ceyhan Aral 1,890 Total Shares of İhlas Holding itself and İhlas Gazetecilik A.Ş, Ihlas Madencilik A.Ş. (former titles: Bayındır Madencilik ve Ticaret A.Ş. and Okan Tekstil Sanayi ve Ticaret A.Ş.), Kristal Kola ve Meşrubat Sanayi Tic. A.Ş. and İhlas Ev Aletleri İmalat San. Tic. A.Ş are publicly traded. İhlas Yayın Holding A.Ş. began trading on IMKB national market on November 5, 2010. IMKB performances of the publicly traded companies other than Ihlas Yayın Holding A.Ş., Ihlas Gazetecilik A.Ş. and Ihlas Madencilik A.Ş. are exhibited in the charts below: Lowest Price-Ihlas Holding A.Ş.% Lowest Index ISE30 % Lowest Index ISE100 % 40 20 Shareholding Structure Capital (000 TL): 395,200 2009 Share Shareholders Enver ÖREN, Ph.D. A.Mücahit ÖREN Other Public 11.07% 1.66% 1.20% 86.08% (20) (40) 2010 Share (60) 11.07% 1.66% 3.49% 83.78% (80) (100) Considering the high rate of free float, the Holding‟s general meeting issued (B) group shares in order to restrict smaller investors obtaining the majority for appointing the members of the board of directors and auditors. Thus, these members are elected by the general meeting from amongst the candidates determined by the owners of (B) group shares. The names and amounts of shares of the shareholders who have the right to determine the majority of candidates of the membership to the board of directors and auditors are listed below. The fact that the shareholders owning a very small share of 0.0114% of the company‟s total capital determine the majority of members of the board of directors and İhlas Holding A.Ş. & Consolidated Subsidiaries 3 45,000 Lowest Price-Kristal Cola % Lowest Index ISE30 % Lowest Index ISE100 % 40 20 (20) (40) (60) (80) (100) Holding Lowest Price-Ihlas Ev Aletleri Lowest Index ISE30 % Lowest Index ISE100 % MEDYA GROUP COMPANIES 1 İhlas Yayın Holding A.Ş: (İYH A.Ş.) 2 İhlas Gazetecilik A.Ş. (Türkiye Gazetesi) 40 3 İHA-İhlas Haber Ajansı 20 4 TGRT Haber TV A.Ş.-TGRT FM - 5 TGRT Dijital TV Hizmetleri A.Ş. (TGRT Belgesel TV) (20) 6 İhlas Reklam Ajans Hizmetleri Ltd. Şti. (40) 7 İhlas Gelişim Yayıncılık A.Ş. (60) 8 İletişim Magazin Gazete Yayın San ve T.A.Ş. (80) 9 İhlas Fuar Hizm. A.Ş. (100) 10 Alternatif Medya Görsel İletişim Sist. Görsel Ltd.Şti 11 İhlas İletişim Hizmetleri A.Ş. The share prices of these 3 companies on IMKB were not parallel to ISE 30 and ISE 100 indices. On the other hand, Ihlas Madencilik A.Ş. (formerly Bayındır Madencilik ve Ticaret A.Ş. and Okan Tekstil Sanayi ve Ticaret A.Ş.), staying a long period on Watch List Companies Market, was excluded from this market and began trading again in the Second National Market following the partnership by Ihlas Holding in its shareholding structure. On the other hand, the shares corresponding to 2.02% of the total capital had been owned by one of the group companies “İhlas Ev Aletleri İmalat San. Tic. A.Ş.” and this company offered these shares on April 24, 2008 as collateral to Lehman Brothers Finance S.A. for the option contract dated July 24, 2009. This option contract was signed in order to attract corporate foreign investors towards the Holding shares traded on IMKB and hence to increase the liquidity level of the shares. However, Lehman Brothers Holding Inc. declared bankruptcy and Lehman Brothers Finance S.A., the counterparty of the option contract, also became insolvent. The Holding applied to the related court and on March, 10, 2009 to eliminate the possible risks on the stocks that the Holding had given as a guarantee and about putting temporary injunction on the said 8,000,000 lots of shares given as guarantee and the court decided in this effect. The Holding filed a lawsuit on March 13, 2009 for the return of the shares given as a pledge or for the collection of the present value of the shares if return was not possible. In the court trial dated April 22, 2010, it was decided that 8,000,000 lots of shares given as a pledge be returned to Ihlas Ev Aletleri. The results of these attempts are still pending. We, as JCR-ER, are of the opinion that this situation does not constitute a significant risk. Media Group Companies: İhlas Holding A.Ş having 11 companies in the field of media offers services in a wide spectrum of newspaper, broadcasting, magazine, news agency, advertising, trade fairs and event organization, internet and mobile services. İhlas Holding A.Ş. & Consolidated Subsidiaries 4 Türkiye Gazetesi (Ihlas Gazetecilik A.Ş.), which is one amongst Ihlas Holding's media companies, is a highly competitive daily newspaper with a widespread brand awareness, strong readership base as well as strong technical and distribution infrastructure (vendors and manual delivery). It has newspaper printing facilities in Istanbul, Ankara, Izmir, Adana, Trabzon and Antalya. The capacity of the Istanbul facility alone is 80,000 newspapers per hour. As a result of the six local printing facilities in Ankara, Izmir, Adana, Trabzon and Antalya, they are able to create a clear advantage over competitors as leaders in delivering local news. Daily printing capacities of all these facilities amount to a total of 3,220,000 copies. On the other hand, through a printing house within İhlas Gazetecilik A.Ş., integration of publishing management has been enhanced while printing services within the scope of commercial activity are provided to national and local newspapers, other publishing houses and advertising agencies. The daily circulation of Türkiye Gazetesi is around 130,000. The shares of İhlas Gazetecilik A.Ş. (Türkiye Gazetesi) have been publicly traded on IMKB since 1H2010. The shares of Ihlas Yayın Holding A.Ş., corresponding to 28.75% of its capital, began trading on IMKB National Market as of November 5, 2010. IHA-Ihlas News Agency, delivering video and text news via satellite and internet to nearly 1,300 radio, television and newspaper subscribers in Turkey and many other countries with a staff force of 800 people, 32 uplink stations and 140 offices, has strategic importance within the country and the entire Middle Eastern region with its technological infrastructure. Due to its large news and video archive, IHA has operations, in addition to Turkey, in Iran, Iraq, Afghanistan, Pakistan, Russia, Greece, Kosovo, Israel, Palestine, Central Asian Turkic Republics, Egypt, and Yemen. TGRT News TV, having a considerable audience since its establishment on October 29, 2004, has been broadcasting news bulletins on an hourly basis nationally with the infrastructural and news support provided by IHA. Holding TGRT Documentary TV, formerly established to realize marketing activities via television with the method of remote sales and broadcasts to all regions of Turkey, Eastern Europe, the Balkan countries, Turkic Republics and the Middle East and serving under the name TGRT Marketing, was changed into TGRT Belgesel (documentary) on April 22, 2010. İhlas Reklam Ajansı (Advertising Agency), established in 2005, serves in the areas of advertising, publicity, public relations, media planning, media buying, media marketing, education film, animation, cartoon, web design and printing such as (catalogs, brochures, billboards, banners, etc.) as well as responds to the needs of customers in audio activities of radio advertising, audio, dubbing and jingles. İhlas Dergi Grubu (Magazine Group) publishes 16 magazines including 9 sectoral magazines, 2 topical magazines, 6 international publications, as well as appendices, catalogs, official trade fair issues. This magazine group's customer base is composed of readers of Türkiye Gazetesi and SMEs. İhlas Fuarcılık, serving its customers since 1993 in sectoral publishing and fair services sector in the field of organizations for trade fair and international congress with 15 periodical publications. Construction Group Companies: Construction activities of Ihlas Holding are realized by 7 group companies and from 1990s onwards, construction of 11,290 households in 9 projects other than non-residential buildings was accomplished. Completed, ongoing and planned construction projects of Ihlas Holding‟s construction group are summarized in the table below: Project Location İhlas İnşaat Holding A.Ş. 2 İhlas İnşaat Proje Taahhüt Turizm A.Ş: 3 İhlas Yapı Turizm ve Sağlık A.Ş. (İYTS) 4 İhlas Holding A.Ş.-İYTS A.Ş. Ortak Girişimi 5 İhlas Holding A.Ş.-İYTS A.Ş. Ortak Girişimi-2 6 İhlas Holding A.Ş.-İYTS A.Ş. Ortak Girişimi-3 7 İhlas Holding A.Ş.-İYH A.Ş. Ve İhlas Paz. A.Ş.-Ortak Girişimi Ihlas Construction Group, with a focus on upper middleclass income groups, establishes settlement areas with high standards, builds and operates thermal resorts and timeshare systems on the property it had purchased in Istanbul and surrounding locations. In addition, it made agreements with TOKI-Mass Housing Administration and TOKI‟s subsidiary Emlak Konut GYO (Real Estate Housing REIT) on a system of "Revenue Sharing on Sale of Land" and major projects have been carried out in this regard. The contracts with TOKI in the areas of housing, shopping centres and social facilities contribute to efficiency, development and increase in market share of Ihlas Holding in the field of construction and provide it with a wide range of opportunities. İhlas Holding A.Ş. & Consolidated Subsidiaries 5 Project Summary Owner Status TOKI and Ihlas Holding Completed Emlak Konut GYO and Ihlas Holding Completed Ihlas Holding Completed Ihlas Holding Completed 134 Villas Ihlas Holding Completed 675 Villas Ihlas Holding Completed Ihlas Holding Completed Ihlas Holding Completed Ihlas Holding Completed Ihlas Holding Completed Ihlas Holding Completed Ihlas Holding Completed COMPLETED Bizim Houses I Istanbul Bahçeşehir Bizim Houses II Istanbul Avcılar Marmara Houses I Istanbul Haramidere Marmara Houses II Marmara Villas Istanbul Haramidere Istanbul Yakuplu Istanbul Güzelce Istanbul Yenibosna Güzelşehir Ihlas Yuva Houses 720 residences and social facilities 522 residences, a shopping mall, a mosque and social facilities in 9 blocks 2,856 residences and social facilities 2,186 residences and social facilities Ihlas Holding Head Office Istanbul Bahçelievler Education Campus Istanbul Marmara Houses Education Campus Istanbul 996 residences 1686 apartments and 37,092 time-shares 1479 apartments and 32,538 time-shares 73,000 sq.m indoor space, conference hall and recreational facilities 30,000 sq.m indoor space, 78 classrooms, dormitory for 600, conference hall for 450 and recreational facilities 17,500 sq.m indoor space, 96 classrooms, conference hall for 450 and recreational facilities Kristalşehir Project Istanbul Esenyurt 680 residences and a mall 5104 residences, 76 commercial zones and social facilities in 18 blocks Güzelşehir Villas Istanbul Güzelşehir Armutlu Holiday Resort Kuzuluk Thermal Houses Yalova Sakarya Akyazı CONSTRUCTION GROUP COMPANIES 1 Project ONGOING Bizim Houses III Bizim Houses IV TOKI and Ihlas Holding Ihlas Holding, Municipality of Esenyurt and land owners Ihlas Holding 135 villas and a and land school owners 768 residences Emlak Konut and 106 GYO and commercial zones Ihlas Holding in 2012 in 2014 and 2015 in 2011 in 2013 PLANNED Marmara Houses III Istanbul Büyükçekmece 400 residences planned in 2011 Holding Marketing and Production Group Companies: Ihlas Holding maintains its activities in the fields of marketing and production with 13 companies 10 of which were gathered under Ihlas Pazarlama Yatırım Holding A.Ş. in 2010. companies in Turkey in terms of market shares in bicycle and moped productions and annual production capacities (180,000 bicycles, 5,100 mopeds, 9,885 motorbikes, 72,000 indoor cycles, 25,000 scooters, 16,000 treadmills and 16,000 wheelchairs). MARKETING AND PRODUCTION GROUP COMPANIES The marketing activities of the products of publicly traded company named Kristal Kola ve Meşrubat Sanayi Tic. A.Ş. which produces soft drinks, water, mineral water and fruit juices under the brand names of Kristal, Chat, Rival, Tombik, Redline and Bwin in the factories in Balıkesir, Sapanca, Kırıkkale and Edremit in an area of 108,589 sq.m are performed by Kristal Gıda Dağıtım Pazarlama San. Tic. A.Ş.. There is no external license needed for these products. The company has a free float of 59.09% and employs a staff force of 78 people. 1 İhlas Pazarlama ve Yatırım Holding A.Ş 2 İhlas Pazarlama A.Ş. 3 İhlas Ev Aletleri İmalat San.Tic. A.Ş. 4 Kristal Kola ve Meşrubat Sanayi Tic. A.Ş. 5 Kristal Gıda dağıtım Pazarlama San. Tic. A.Ş. 6 Bisan Bisiklet Mopet Oto. San.Tic. A.Ş. 7 Bisiklet Pazarlama ve Tic. A.Ş. 8 İhlas Meşrubat Üretim ve Pazarlama A.Ş: 9 İhlas Madencilik A.Ş. 10 Bayındır Madencilik A.Ş. 11 Mir İç ve Dış Tic. Maden San. Ltd.Şti. 12 Detes Maden Enerji ve Çevre Teknik Sis. Lt. Şti. 13 İhlas Motor A.Ş. Other Group Companies: Ihlas Holding also has activities in fields of tourism and health with 1 hospital, 2 thermal resorts and 1 thermal hotel. HEALTH AND TOURISM GROUP COMPANIES Other than world renowned products, particularly electrical and electronical household appliances produced by İhlas Ev Aletleri İmalat San.Tic. A.Ş. are marketed and distributed by Ihlas Pazarlama (Marketing) through 1,073 points of sales in total by a dealership system widespread in Turkey. These points include 192 exclusive Ihlas stores, 327 publicity offices, 384 distribution offices and 170 authorized services. Ihlas Pazarlama enjoys the synergy generated by Türkiye Gazetesi (Newspaper) subscription system in contacting clients. İhlas Ev Aletleri İmalat San.Tic.A.Ş., among the production group companies and with a free float of 82.15% as of FYE2010, produces such electrical and electronical small household appliances as cleaning robots, reverse osmosis water purification systems, water heaters and electric quartz stoves as well as vacuum cleaners, PTF cookware sets, tea sets, ventilators and insect killers. In particular, like cleaning robots, water purification systems have good market position. It is selling these products to a total of 34 countries including Kazakhstan, Poland, Hungary, Denmark, Malaysia, Uzbekistan, Saudi Arabia, Russia, Germany, Greece, Italy and South Africa. Bisiklet Pazarlama ve Tic. A.Ş. carries out marketing activities for the products by Bisan Bisiklet Moped Oto. San.Tic. A.Ş. which manages the production, assemblage and domestic and international sales of bicycles, mopeds, motorcycles, wheelchairs, treadmills, scooters and their spare parts. The company has a staff force of 115 people and enjoys a network of 262 dealers, 492 points of aftersales services and 56 wholesalers of spare parts. Bisan Bisiklet Moped Oto. San.Tic. A.Ş. is among the largest İhlas Holding A.Ş. & Consolidated Subsidiaries 6 1 2 3 Türkiye Gazetesi Hastanesi (Operating under the legal entity of Ihlas Holding A.Ş.) Kuzuluk Kaplıcaları Sağlık, İnş, Turizm, Sağ, Petrol Ürün. Tic. A.Ş. Armutlu Tatil ve Turizm İşletm. A.Ş. EDUCATION GROUP COMPANY 1 İhlas Eğitim Kurumları (Operating under the legal entity of Ihlas Holding A.Ş.) 1 2 İhlas Net A.Ş. İhlas Genel Antrepo Nakliyat ve Tic. A.Ş. OTHER GROUP COMPANIES Türkiye Gazetesi Hastanesi, located in the center of Istanbul in a historic building over an area of 17,000 m2, is one of the major investments of the Group, which operates under the legal entity of Ihlas Holding A.Ş.. All types of diagnostic and treatment services are performed there in both the internal and surgical departments of internal medicine, respiratory, gastroenterology, neurology, dermatology, physical therapy and rehabilitation, dietetics, cardiovascular surgery, cardiology, neurosurgery, general surgery, pediatric surgery, anesthesiology and intensive care, orthopedics, traumatology, otolaryngology, plastic surgery, urology, obstetrics & gynecology, pediatrics and oral and dental diseases. The hospital has a total of 60 beds, a state-of-the-art equipped laboratory, diagnostic units, 90 specialist physicians (41 being own staff) and 270 medical staff. The Group has an edge in the field of health tourism thanks to its established facilities in regions of natural thermal baths and "timeshare system" through its companies Kuzuluk Kaplıcaları Sağlık, Inş, Turizm, Petrol Ürün. Tic. A.Ş. and Armutlu Tatil ve Turizm Işletm. A.Ş.. These facilities are furnished with a view to providing health and vacation services in one Holding package. In addition, Kuzuluk Termal Otel is located within Kuzuluk Hot Springs having the capacity of 140 beds. In the field of education, two elementary schools and 5 high schools within the campuses of Bahçelievler and Marmara Evleri have also been founded under the legal entity of Ihlas Holding A.Ş.: Ihlas Finans Kurumu. Of the pledged bail amount, all of the aforementioned debt amounting to USD400 mn was paid by the debtors and Ihlas Finans Kurumu discharged the Holding by returning the provisional certificates of registered shares. The list including all of the Ihlas Group companies is given in the appendix. 7. Stabilities of Sectors Özel Bahçelievler İhlas İlköğretim Okulu, Özel İhlas Anadolu Lisesi, Özel İhlas Lisesi, Özel İhlas Anadolu Meslek Lisesi, Özel Marmara Evleri İhlas İlköğretim Okulu, Özel Marmara Evleri İhlas Anadolu Lisesi, Özel İhlas Karma Anadolu Lisesi, The fields of activities of the companies within Ihlas Holding A.Ş. are exhibited below: Both campuses have nursery schools, various sports grounds/halls, a canteen, a service room, demonstration and lecture halls, laboratories, rest rooms, health rooms, presentation and video rooms, workshops, school playing fields and an infirmary. In these educational institutions, elearning system is also carried out. Since 2007, student achievements have begun to be prominent and among the many students that graduate from these educational institutions, several have attained countrywide success. In the mining sector, the Group has activities through its three companies named Ihlas Madencilik A.Ş., Mir Iç ve Dış Maden San. Ltd. Şti. and Detes Maden Enerji ve Çevre Tek. Sist. Ltd. Şti.. A total of 87 exploration and 3 operating licenses (2 of the latter held by Mir Iç ve Dış Maden San. Ltd. Şti.) are held in categories of gold, coal, chrome, copper, zinc, lead, plaster, manganese, marble and industrial composite materials. Of the exploration licenses, applications of operating licenses were submitted for 21 of them. A probable reserve of 563,000 tons of lead and zinc with grades of 4.59% Pb and 5.13% Zn, respectively is also owned. Besides these, Ihlas Madencilik A.Ş. owns 90% shares of a company with a capital of USD270,000 in Ghana named Ihlas Mining Ltd. Şti.. The group companies named Ihlas Madencilik and Bayındır Madencilik took decisions of a merger on January 11, 2011, specifying the acquisition of former by the latter and changing the business title of Bayındır into "Ihlas Madencilik A.S.". The capital amount of the new company was decided to be raised to TL79.5 mn from TL36 mn. This process of merger was finalized on May 18, 2011. Though Tasfiye Halinde (In Liquidation) İhlas Finans Kurumu A.Ş. was excluded from consolidation, the Group allocated provision for all of its capital shares. Ihlas Holding pledged the provisional certificates of registered shares of Ihlas Pazarlama A.Ş. for the debts of vendor companies in an amount of USD400 mn to Tasfiye Halinde İhlas Holding A.Ş. & Consolidated Subsidiaries 7 Media, Construction, Education, Health, Health and Thermal Tourism, Mining, Carbonated Beverages, Marketing, Trade Fair and Event Organizations, Production of Two and Three-Wheeled Vehicles, Production of Electrical and Electronical Small Household Appliances, Internet and Mobile Services, Warehousing, Financial Asset Management. In this part of the report, outlooks and stabilities of only media, construction, health, education, small household appliances and carbonated beverages sectors have been analyzed. Turkish Media Sector: The Turkish media sector has recently acquired an important position in the globalized world (especially television broadcasting). According to TUIK (TurkStat-Turkish Statistical Institute) data, number of newspapers and magazines in Turkey in 2010 increased by 6.4% compared to that in 2009. In 2010, 6,459 newspapers and magazines were published. Of these, 57% were magazines. Of the newspapers published in 2010, 90% were local, 3.3% regional and 6.7% national. Of the magazines in the same period, 35.8% were local, 7.2% regional and 57% national. Of the newspapers and magazines in general, 59.1% were local, 5.5% regional and 35.4% national. Circulation in Turkey during 2010 increased by 13.4% compared to that in 2009. The total annual circulation of all newspapers and magazines published in Turkey in 2010 was 2,571,694,304 and 94.6% of this figure consisted of newspapers. Of the total circulation of newspapers and magazines, 16.6% were local, 3.4% regional and 80% national. Of the total annual circulation of newspapers, 90.1% consisted of daily newspapers. Daily published newpapers amounted to 14.4% while 31% were weekly. 86.2% of the newpapers had political, news and current affairs contents and 8.8% published supplements. Of Holding the total annual circulation of the magazines, 47.4% were published monthly and 19% weekly. 23.2% of the magazines were published monthly and 22.6% quarterly. 21% of the magazines had sectoral and professional contents and 9.5% published supplements. According to the data by T.C. Başbakanlık BasınYayın ve Enformasyon Genel Müdürlügü (Office of the Prime Minister, Directorate General of Press and Information), the most extensive news agencies in Turkey including Ihlas News Agency are listed alphabetically below: Agency Europe & Anatolia Anadolu Ajansı Anka Haber Ajansı Anses-Net Haber Ajansı Cihan Haber Ajansı Dogan Haber Ajansı(DHA) Elektronik Bilgi Merkezi Haber Ajansı Ihlas Haber Ajansı TGRT Haber Türk Ekonomik Haber Ajansı(TEBA) Türk Haberler Ajansı(THA) TRT's (Turkish Radio and Television) monopoly in the field of broadcasting, which had been protected by the Constitution, was circumvented by the time many private radio and television channels began broadcasting in 1990 before the relevant legal framework came into effect. With the amendments of the article 133 of the Constitution, the public monopoly in the field of broadcasting in Turkey was abolished. With the Law No.3984 issued in 1994 named "On the Establishment and Broadcasting of Radio and Television Organizations", Radio and Television Supreme Council (RTUK) was established as an autonomous and impartial public legal entity with regulation authority in order to constitute the regulations with which the private radio stations, television channels and TRT had to comply. As a result of technological developments in recent years, new digital communication methods via cable and satellite environments began and competitive environment became fierce with the rapid increase in the number of radio and television organizations. Currently, excluding TRT television channels, 228 television channels and over 1,000 local radio stations have been operating in Turkey. There are 76 television channels in the cable system in Turkey. Private channels primarily receive financing through advertisement revenues. On the other hand, the public television TRT provides financing from television stamps, advertisements and other public sources with the mixed funding system. İhlas Holding A.Ş. & Consolidated Subsidiaries 8 Digitization has resulted in an increase in the number of communication services giving rise to competition for the benefit of private broadcasting organizations. The digital satellite platforms operating under a few brands already provide many different radio and television services together with many additional services offered within their packages. While digital satellite platforms prepare to start operations, TRT continues to develop pilot applications of digital terrestrial broadcasts in some major cities such as Istanbul, Ankara and Izmir. New communication technologies and services, converging technology of internet and digital data services have already begun to become a part of daily life in Turkey. Relevant public authorities, institutions and private entrepreneurs are making plans to execute these new technologies, and in this context, the Turkish broadcasting laws are in a process to make changes to adapt to challenges and opportunities of the new media services. The downsizing process observed in the Turkish media sector was in parallel with the global decline due to the global crisis in 2009 and turned into a growth period especially in the television, digital media and internet advertising areas, which are the extensions of the printed media. The size of the entertainment & media sector in Turkey increased to USD6.1 bn in 2010, while average annual growth rates of above 12% in 2011 and over 13% in the following years are expected and it is estimated that in 2015 it will reach above USD11 bn. Hence, it is believed that the sector has a positive outlook. The fundamental issues of the Turkish media sector can be stated as follows: - Due to the monopolization, requirements of significant levels of capital in order to reach to a national activity level for the new channels, new newspapers or the ones with local/regional scales which aim to broadcast on a national level, - Non-unionization and wage inequalities in the area of employment, - Restrictions on freedom of the press, - Deficiencies in ethical principles, - Inadequacy of circulation and promotions, and difficulties in distribution, - Insufficiency of on-the-job training activities, - Difficulties in adopting new technologies with high costs and adapting to them, - Local media‟s deprivation of content and difficulty in employing skilled personnel. Construction Sector: During the FY2008 and FY2009, world construction sector contracted by 1.2% and 3.7%, respectively whereas European construction sector, 5.2% and 5.9%. The Turkish construction sector, which is a labor intensive business Holding employing a workforce of about 1.5 mn and contributing nearly 6% of the total employment rate, shrank by 8.1% and 16.1% in the same period following a continuous and fluctuating growth period between 2002 and 2007 supported by booming housing demand. After consecutive eight quarters of contraction, the sector in Turkey recorded a growth rate of 17.1% during FY2010 while GDP grew by 8.9%. In this period, the share of the sector within GDP was 5.62% (FY2009: 5.21%). For the ongoing year, nearly 10% growth is expected in the sector. Expected contraction in retail housing loans in line with recent measures taken by public authorities, Unregistered and unsupervised activities still prevailing in the sector, Anomy in terms of entry to the sector, Excessive housing stock in big cities, Absence of any professional organizations with regulatory and sanctionary powers, Deficiencies in the implementation of building inspection regulations, Bureaucratic difficulties and additional costs caused by differing practices by local authorities in areas of processes and pricing within the construction permit phase, Turmoils and political unstability in MENA countries, High level of sovereign debts of some of the European countries and growing concerns about second global financial crisis following the downgrade of US‟s sovereign rating, Unskilled labor, Difficulties in financing, TOKI‟s decisive and guiding public authority throughout the sector. - Turkish construction sector has undertaken an amount of nearly USD188 bn of a total 5,910 overseas contracting projects during the period between 1972 and 2010. The distribution of undertaken overseas contracting projects in terms of the amount is as follows; CIS: 39.3%, Middle East: 33.0% and African Countries: 19.2%. During FY2010, 517 projects in 48 countries amounting to USD20.3 bn were undertaken (USD22.3 bn in FY2009). The distribution on a country basis was; Turkmenistan: 20.9%, Libya: 12.1%, Iraq: 10.8% and Russian Federation: 8.3%. - - For the ongoing year, the contraction trend in the sector in both USA and Europe continues as was expected due to increasing inflationary pressure, debt concerns in some European countries, slow recovery in developed economies, high unemployment rates as well as growing concerns about second global financial crisis. At the beginning of FY2011, in some MENA countries, riots and civil commotions commenced, and political turmoil and unrest in society still persist. Under these circumstances, Turkish construction sector and Turkish firms, which operate in these regions, are expected to be adversely affected. According to World‟s Biggest 225 International Contractors List (2010) which was published by the Engineering News Record Magazine, there are six Turkish Companies namely in the top 100. According to the overseas operations revenue rank, 33 Turkish companies took second position following China as in the previous year. Health Sector: Due to series of reforms and "Health Transformation Programme" in order to improve the quality and efficiency of the health system and facilitate the access to health establishments, a considerable change has been and is expected to be observed in the health system in Turkey between 2003 and 2013. During the period between 2006 and 2010, number of private hospitals (47.73% increase) outnumbered those of state (9.91% increase) and university hospitals (10.71% increase). Total number of hospitals increased by 236 reaching 1,439 as of FYE2010 within the same period. Ministry of Health University Private Other 900 800 For public infrastructure investments are the most important area regarding the construction sector, tendency toward such investments in order to create economic activity all over the world as well as in Turkey and fiscal policies to meet the expectations of the sector are observed. Particularly the maintenance of projects by General Directorate of Highways, General Directorate of State Hydraulic Works and TOKI becomes an outset of revival in the construction sector. Additionally, significant support provided by the banking sector to overseas operations of Turkish contractors has been beneficial for the construction sector. The following points can be stated as fundamental and structural issues of the sector: İhlas Holding A.Ş. & Consolidated Subsidiaries 9 700 600 500 400 300 200 100 0 2006 2007 2008 2009 2010 Number of Hospitals by Years and Sectors Source: General Directorate of Curative Services During the period between 2006 and 2010, the total number of health staff increased by 100,257 reaching 430,943 as of FYE2010. Number of physicians increased by 18.16% while Holding those of health officers and nurses significantly increased by 61.52% and 38.91% respectively within the same period. Midwives Nurses Health Officers Pharmacists Dentists Physicians 450,000 400,000 350,000 300,000 250,000 200,000 150,000 Turkish Education Sector: The Turkish national education system consists of two main parts: "formal education" and "non-formal education" to meet the educational needs of individuals in a holistic manner. Formal education is regular education performed within a school with programs tailored to specific age groups and individuals of the same level. Formal education covers preschool education, primary, secondary and higher education institutions. Non-formal education is developed, besides or other than the formal education, to teach literacy and to complete inadequate education of individuals who have never enrolled in the formal education system or, are in any stage of education or have departed from one of these stages based on their interests and needs. 100,000 2007 2008 2009 2010 Number of Hospitals by Years and Sectors Source: General Directorate of Personnel However, among 34 OECD countries, Turkey ranks 33rd in terms of physician density and nurse density – outperforming only Chile. The share of the health expenditures exceeded 6% of the GDP of Turkey compared to 4.8% in 1999 and it has been estimated that total amount of health expenditures will increase to nearly USD55 bn 2013. Turkey is the 16th biggest pharmaceutical market in the world and 6th in Europe. Rx drugs market constituting 90% of the pharmaceutical market which operates within minimum levels of unregistered business activity is expected to continue its dominance in the following years. With respect to the medical equipment market which is a promising element of the health sector, Turkey ranks amongst the top 30 countries in the world. Per capita health expenditures in Turkey is expected to increase due to the gradual introduction of general health insurance programs, the annual per capita income growth, the increase in health consciousness in general, the average life expectancy (2009: 75, 2000: 70 and 1990: 65) and continuously increasing elderly population. Turkey attracts many well-known multinational companies since 2004, which operate in sub-sectors of the health sector. Many international companies have been establishing manufacturing bases to take advantages of Turkey's geographical position, qualified human resources in production and management areas and unsaturated domestic market with high growth potential. Although the need for reduction in budget deficits created by the social insurance system is one of the most important threats for the sector, JCR-ER considers that the industry has a positive outlook in line with all of these developments and evaluations. İhlas Holding A.Ş. & Consolidated Subsidiaries 10 School / unit 26,681 Type of school -Preschool education Student Teacher 980,654 42,716 33,310 10,916,943 485,677 -General high school -Vocational and technical high school -Faculty and higher education school 4,067 2,420,691 111,896 4,846 1,819,448 94,966 1,495 2,757,828 100,504 Total 70,399 18,895,564 835,759 -Primary education Breakdown of public and private schools excluding faculty and higher education schools is given in the table below. According to this, 9.30% of pre-primary education schools, 2.64% of primary education schools, 17.43% of general high schools and 0.45% of vocational and technical high schools are operated by the private sector. Type of School School / unit 2006 According to 2010 statistics of the Turkish Ministry of National Education, the total numbers of primary, secondary and high schools throughout Turkey are given in the table below. Accordingly, there are 70,399 schools, 18.9 million students and 835,759 teachers. Public Private Total Pre - primary education 24,383 3,223 27,606 Primary education 31,899 898 32,797 General high school 3,328 774 4,102 Vocational and technical high School 5,155 24 Total 64,765 4,919 Pre - primary education Student 0 5,179 69,684 1,015,391 100,427 1,115,818 Primary education 10,713,806 267,294 10,981,100 General high school 2,547,677 128,446 2,676,123 Vocational and technical high School 1,837,924 1,951 1,839,875 Total 16,114,798 498,118 16,612,916 Pre - primary education Teacher 50,000 38,208 10,122 48,330 473,904 29,424 503,328 General high school 101,473 16,905 118,378 Vocational and technical high School 104,003 324 104,327 Total 717,588 56,775 Primary education 774,363 Holding Within the 10-year perspective, the rate of private sector schools is expected to increase to around 15-20%. For such reasons as young population, low school enrollment rates, increasing need for education due to internal migration, studies to upgrade the level of education in line with the European Union accession process, the adequacy of skilled labor, JCR-ER is of the opinion that investments to be realized in the education sector for many years regarding the private sector will have a positive outlook provided that high standards are ensured. Small Household Appliances Sector: “Electrical small household appliances” sector comes first among those with highest growth rates in all economies since 2000s for reasons such as comfort, lifestyle, culture, fashion, beauty, fitness and entertainment. The size of the market under the SDA (Small Domestic Appliances) segment in Turkey has reached nearly TL2 bn. A fierce competition prevails in the sector. According to statistics, vacuum cleaners and steam irons are the two products groups which are sold most in all markets. Besides, epilators, hair care products and water heaters are among the staple merchandise products. The global market size represents EUR26.5 bn. According to GfK figures, the SDA market size in Western Europe for the year 2010 was worth EUR14.5 bn. In the second quarter of 2011, the sector in Turkey reached the highest sales value seen in the last three years and recorded TL533 mn, an increase of 16.5% when compared to that of the previous year. This market segment experienced some significant changes in recent years, particularly; (i) concentration of global production in countries where production costs are lowered comparatively, (ii) high growth rates in emerging countries, (iii) market polarization through growing demand in segments other than the mid-range one, (iv) increasing partnerships between manufacturers and other companies to boost products, and (v) consolidation in the industry. renewal durations of these products are the other factors that provide the sector with durability through the crises. With the anticipation of continuing growth in the sector during the future periods and further increase in the demand for quality products, JCR-ER is of opinion that the sector will have a positive outlook. Carbonated Beverages Sector: Meder-Meşrubatçılar Dernegi (The Association of Beverage Companies), representing 95% of the carbonated beverage sector, of which Coca Cola, Pepsi Cola, Cola Turka, ErbakUludag and Kristal Kola are members, was founded in 1994. In order to further improve its effectiveness domestically and to develop its relations internationally, Meşrubatçılar Dernegi has become a member of Gıda Dernekleri Federasyonu (Federation of Food Associations) and UNESDA-CISDA (Union of European Beverages Association), respectively. Carbonated beverage sector, operating under the arrangements by Turkish Food Codex, has become one of the sectors showing the fastest growth in recent years in Turkey. Turkey's young population and consumer demand for cheap products drove the companies located in Turkey to begin studies on the production of carbonated beverages. The biggest problem in the sector is the high costs of machinery and equipment (boiler, filling plant, packaging machinery and equipment, etc.) required to pace with the ever-evolving technology. In addition, there is stiff competition with multinational foreign organizations. Conditions of unfair competition are valid due to uncontrolled production by some local manufacturers in the sector and this unfair competition cannot be prevented by any current measures. Continuous renewal and diversification of products listed are amongst the factors that make the market of small household appliances grow and attract dynamism in the sector in terms of technology. One of the other most important factors is R&D activities of well-established firms operating in this field in order to increase the comfort of usage and reflection of the results on the products. Carbonated beverages sector has been steadily growing in Turkey. The biggest factor in this growth is the huge size of the young population and the market in Turkey. While sales of carbonated beverages in Turkey are increasing on the one hand, exports of these have started to rise in parallel. The Middle East and Central Asian countries come first in the export of the carbonated beverages. In Europe, EU member countries like Germany and France take place at the forefront. There are also foreign carbonated beverage manufacturers in Turkey. These firms produce not only for Turkey but also for the countries of the Middle East and Central Asian region. The main reason for their production preference in Turkey is that they evaluate Turkey as a gateway to Central Asia and the Middle East. Electrical small household appliances sector, thanks to its sturdiness, succeeded in steering out of the economic crisis. Compared to the white goods and larger electronic products, this sector did not contract during the crisis as affordable price levels did not lead to abandonment of comfort or postponement of purchase decision and with longer payment terms in the Turkish market despite the high price sensitivity. Turkish population density, the realization of 500 thousand new marriages in a year (and ironically divorces too, on the other hand) and shorter Carbonated beverage industry in Turkey today is in compliance with international standards at every stage of production in terms of quality and packaging. Hygiene level of products is beyond doubt in sufficient conditions and in fact there is no complaint which resulted unfavorably. The most contemporary and modern technologies are used in labelling and quality control. Although customers‟ tendency toward healthier options poses threat on the industry, the carbonated beverage sector in Turkey can be assessed as a profitable business field having a positive outlook. İhlas Holding A.Ş. & Consolidated Subsidiaries 11 Holding 8. Financial Indicators Indices relating to size In terms of asset size, İhlas Holding A.Ş. has experienced a slow growth period between 2006 and 2009 by recording a 21.06% cumulative growth rate. However, the growth rate was accelerated in FY2010 and reached 54.78% cumulatively between 2006 and 2010. factor in reducing the Group‟s dependency on other costly funding mechanisms. Other Liabilities % Advances Received % Trade Payables % Financial Liabilities % Distribution of Liabilities 100% 90% 25.98 16.40 19.57 18.13 15.01 80% Annual % Cumulative % 70% 60% Asset Growth Rate 60% 50% 54.78% 29.80 25.14 21.99 20% 30% 26.49 12.64% 20% 10.01% 0% 19.76% 7.48% 2008 2009 -14.50% -5.95% -14.50% 2006 2007 36.33 33.05 29.19 25.97 2005 2006 2007 2008 32.35 38.30 0% 27.86% 10% 24.98 19.06 10% 21.06% 27.65 36.84 29.24 30% 40% -20% 21.41 40% 50% -10% 20.76 16.27 10.07 2010 The Holding‟s assets decreased by 14.50% in 2006, and increased by 10.01% in 2007, 19.76% in 2008 and 7.48% in 2009. During FY2010, it had a high growth rate of 27.86%, as displayed in the graph above, and the Holding‟s assets reached TL1,427 mn. Growth strategies in FY2009 and FY2010 were based particularly on the internal resources generated although total liabilities also played an important role in the growth rate attained during FY2010. This tendency is expected to be maintained and improved during FY2011 regarding 100% increase in issued capital amount via a rights issue. The Holding‟s asset size already reached TL2,172 mn by the end of June, 2011. When resources were prioritized within the external funding structure for 2010, the biggest item was the loans obtained from the financial sector, the second was trade payables and the third was advances received. By having access to above average levels of advances and this item playing a significant role among the funding components, they have remained the single most substantial positive İhlas Holding A.Ş. & Consolidated Subsidiaries 12 2009 2010 However, the dominant position of the trade payables within the funding structure exerts pressure on the Group in terms of liquidity management. On the other hand, existence of the items with high amounts among other liabilities to be transferred from liabilities to revenues in future periods has a positive effect on the liquidity management. A significant portion of the assets in the balance sheet is composed of current assets and 66.43% (ascending from 39.25% as of FYE2005 by an ever increasing trend) of the total resources are utilized to finance current assets and 33.57%, non-current assets. A significant portion of the current assets is composed of trade receivables (55.39%) and that of non-current assets, of tangible assets (81.51%) as of FYE2010 (FYE2009: 60.17% and 66.95%, respectively). Hence, considerable amounts of the funds are utilized to finance the assets that do not generate “cash revenue” but are necessary in ensuring the continuity of production, service and sales processes. Indices relating to profitability İhlas Holding has incurred losses from its activities between 2006 and 2008, however, these figures turned into profits from 2009 onwards. Despite the ordinary course and sufficiency of sales revenues the main reason for losses was the high activities expenses. Holding Net profit or loss from principal activities Financing Expenses/ Net Sales Revenues Activities expenses 0% -1% 2005 140% -2% -2.65% 120% -3% Breakdown of the Gross Profit From Principal Activities 100% 80% 27.06% 60% 40% 120.12% 101.83% 17.66% 12.70% 82.34% 87.30% -16.64% -20.12% 2009 2010 -2.50% -2.58% -3.49% -7% -8% -1.83% -20% 2008 -6% 20% 0% 2007 -4% -5% 116.64% 72.94% 2006 -6.70% -8.53% -9% -40% 2005 2006 2007 2008 2009 2010 Other major determinants of previous years‟ profits/losses were differences between income and expenses from other activities and high level of financing expenses. Reasons for the high levels of previous 5 years‟ activities expenses can be stated as follows: Loss on sale of subsidiaries of the Group in FY2005 and FY2006, High values of provisions for impairment of financial assets in FY2008, High levels of outsourced benefits and services between FY2007 and FY2010, High levels of provisions for doubtful receivables between FY2007 and FY2010, High amounts of tax penalties paid in FY2008 and FY2009, High levels of paid compensation obligations arising from contracts. All of these expenses have exerted negative pressure on net sales revenues by 40.60% in a 6-year average. Moreover, the pressure rate of 121.98% in FY2008 caused these expenses to exceed sales revenues. TL mn GROSS PROFIT & LOSS FROM PRINCIPAL ACTIVITIES THE EXPENSES WHICH HAVE NEGATIVE IMPACT ON THE PROFITABILITY Loss on Sales of Subsidiaries and Associates Impairment of Financial Assets Contractual Expenses Outsourced Benefits and Services IPO Expenses Provision for Doubtful Receivables Paid Amounts of Compensation and Liability Social Security Contributions and Tax Penalties INFLUENCE RATE 2010 150.28 2009 143.29 2008 120.75 2007 2006 92.43 91.53 2005 161.20 Total 759.48 53.46 60.14 147.29 26.08 15.63 5.79 308.38 8.25 - - - 12.66 3.35 24.25 - - 11.04 0.80 1.47 2.44 15.75 6.62 16.60 - - 1.50 - 24.72 - 13.74 30.17 21.28 - - 65.18 8.25 - - - - - 8.25 26.98 15.84 21.95 0.10 - - 64.87 3.36 5.50 25.97 3.30 - - 38.13 - 8.45 58.16 0.60 - - 67.21 35.57% 41.97% 121.98% 28.21% 17.07% 3.59% 40.60% İhlas Holding A.Ş. & Consolidated Subsidiaries 13 The portion of net sales revenues allocated for the financial expenses was 2.65% in 2005, 6.70% in 2006, 2.50% in 2007, 8.53% in 2008, 2.58% in 2009 and 3.49% in 2010, following a fluctuating pattern. All of these ratios are within acceptable boundaries and below international reference values. Thus, adversities to be generated by these on the Group‟s profit generation have therefore been restrained to a narrow extent. The primary determinant of the level of financial expenses is the reduction in the dependency level on loans with interest expenses due to the high levels of advances received. Net Profit Margin (%) ROAA (%) 15 10 5 (5) ROAE (%) (10) (15) (20) Gross Profit (25) Margin (%) (30) 2006 2007 2008 2009 2010 Net Profit Margin (%) -11.44 -4.59 -25.74 8.37 5.53 ROAA (%) -4.15 -2.50 -12.59 5.88 3.34 ROAE (%) -7.17 -4.24 -25.45 11.88 5.89 Gross Profit Margin (%) -4.80 -0.43 -4.63 4.60 2.83 The indicators like gross/net profit margins, ROAA and ROAE all turned into negative values before 2009 for three consecutive years. Though all of these indicators reached positive values in FY2009, they regressed to lower values by the end of FY2010 but still denote positive values. The reason for these negative values was not the level of net sales revenues. As seen in the below chart, gross profit from principal activities to the sales revenues ratios of the Group was 25.68% in FY2005, 23.84% in FY2006, 23.70% in FY2007, 27.83% in FY2008, 26.02% in FY2009 and 22.26% in FY2010, following a stable pattern. Essentially, the reason for the negative values of the indicators of net profit margin, ROAA and ROAE was the high level of activities expenses. Holding Besides, no “minimum capital adequacy requirement ratio standard” has been developed for the sector. Due to the legal loopholes in this field, the enhancement of market share and the maintenance of the activities have been regularly achieved by increasing the leverage ratios rather than the cash increases of the equity to the extent that the demand level in the sector enables so. However, the leverage ratio of the Holding was at the level of 42.37% in FY2010. This ratio is in an optimal level and does not pose an obstacle as yet for obtaining external resources for the following growth periods. In the management of foreign exchange risk at reasonable levels within the balance sheet, hedging transactions are realized by derivative instruments. a) Risk Management Within the Holding, as subordinate to the Board; The Corporate Governance Committee with two independent board members and a staff having the relevant license by SPK, The Audit Committee with two board members, and The Shareholders Relations Department Exposed to short position risk in its balance sheet to an extent not so high, Ihlas Holding‟s “total foreign currency position/equity ratio” regressed to -7.81% in FY2009 from 12.36% in FY2006 but the same ratio rose again to -10.32% in FY2010. This short position is not at a point of deteriorating the asset quality at present, however, it will move the currently insignificant adverse sensitivity of the balance sheet to higher levels within the existing foreign currency liability structure in case of devaluation of the local currency. were established and continue their functional activities. In addition, Internal Audit Unit, Corporate Governance Practice Directorate, Financial Affairs Coordinatorship and Finance Coordinatorship carry out activities in the field of risk monitoring and internal audit in an integrated manner based on a division of labor and according to their fields of expertise. The main financial risks such as interest, liquidity, foreign exchange, credit and operational risks become effective through processes of credit supply and maintenance of operational procedures. Although the constitution of a corporate and financial risk management model has been planned, no financial risk management and asset-liability management models have been designated by the Group. A risk management committee is planned to be established and become functional within 1H2012. However, because of its activities, the Group is exposed to changes in such factors as price, foreign exchange and interest rates and the relevant financial risks. Risks emerging in these areas are monitored by the Group‟s managers through expert methods without depending on any system. No derivative instruments are utilized for group-wide risk particularly with respect to price movements. There have been no legal and obligatory regulations regarding the formation, elimination, restriction and management of financial risks in a sectoral context. İhlas Holding A.Ş. & Consolidated Subsidiaries 14 On the other hand, high level of off-balance sheet contingencies and commitments compared to equity and assets reduces the asset quality and raises the general risk levels. Holding b) Asset Quality The largest item among the assets is receivables at 40.86% followed by tangible assets at 27.36% as of FYE2010. Due to absence of customer risk analysis and scoring systems, the ratio of doubtful receivables among total receivables is relatively high at 14.19% as of FYE2010. The working capital ratios related to the short term liabilities have gradually improved as of FYE2010 from low levels compared to international levels. In this respect, the ratio of net working capital/short term liabilities was 69.67% in 2006 and rose to a level of 112.05% in 2010. However, some of the liquid assets are devoted as cash collaterals to the loans utilized by other group companies. Full provisions for warranties are allocated in return of maintenance and repair costs incurred by companies for the goods they manufacture and sell, workmanship and material costs incurred by authorized services within the warranty period of such goods and initial maintenance costs undertaken by companies, as well as estimated levels of possible returns and repairs based on previous years‟ data in consequent years for products revenues of which were recorded as income in the current year. As long as the share of the short term liabilities within the balance sheet structure is maintained at the existing level, the ratios of working capital will cease to deteriorate and additional working capital requirements will be limited. Others Tangible Assets Receivables Liquid Assets 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Inventories (Net) Distribution of Assets 15.83% 18.63% 22.00% 25.35% 16.48% 41.80% 40.43% 34.18% 25.53% 29.11% 7.14% The high shares of trade payables amongst total resources reached 29.80% in 2006 and had a downward tendency by declining to 19.06% in 2008. It again increased for two consecutive years by reaching 26.49% in 2010, increasing the uncertainty in liquidity management. Moreover, this fact curtails the efficiency that could have been provided by the working capital on one hand and has a potential to result in a decline of the ratios of liquid assets and cash in the balance sheet on the other. 27.36% Other Liabilities % Advances Received % Trade Payables % Financial Liabilities % 6.03% Distribution of Liabilities 7.97% 6.92% 30.00% 32.41% 31.35% 38.61% 6.35% 5.18% 6.81% 7.27% 6.72% 9.26% 70% 2005 2006 2007 2008 2009 2010 60% 32.79% 19.06% 8.55% 100% 40.86% 90% 25.98 16.40 19.57 18.13 15.01 80% The share of liquid assets among the total assets, which had an upward trend in the previous 5 years, is within the international reference values. c) Liquidity The main liquidity means for the Company are direct sales to the customers, the additional loans provided by the financial institutions, payables from trading activities and advances received. The working capital adequacy ratios related to the long term liabilities are above the optimum levels by reaching 317.83% as of FYE2010. 50% 20.76 16.27 21.41 29.80 40% 25.14 21.99 27.65 36.84 26.49 24.98 29.24 19.06 30% 20% 10.07 36.33 33.05 29.19 25.97 2005 2006 2007 2008 10% 32.35 38.30 0% 2009 2010 In order to increase the efficiency of working capital in absolute terms, it is necessary to increase the long term liabilities rather than the short term ones. Net Working Capital/Long Term Liabilities % Net Working Capital/Noncurrent Assets % Net Working Capital/Equity % 350 317.83 300 251.79 250 197.77 200 162.58 150 100 50 - 111.08 58.86 39.90 13.60 12.42 2005 55.51 33.33 45.74 2006 2007 64.35 104.57 76.15 60.47 52.19 60.91 2008 2009 2010 İhlas Holding A.Ş. & Consolidated Subsidiaries 15 Although interest coverage ratio rose to 181.48% in 2009 and to 165.18% in 2010 in line with profitability level attained, in the previous years and FY2010, this ratio Holding remained below the international reference values due to the low level of profits or losses caused by high activities expenses. JCR ER is of the opinion that the revenues acquired through the group companies‟ balance sheets and principal activities will conserve the capacity to generate liquidity at required levels if the financial techniques in the existing structure are maintained. However, in case the pressure imposed on profitability by activities expenses and adverse effects of trade payables on liquidity are not remedied, interest coverage ratio is expected to decline further, and hence, the means to secure additional resources for growth via alternative methods like local currency bond issues with longer term maturities, fixed rates and nonsensitivity to exchange rate risk will be preferable. As can be seen in the above charts, the leverage ratio in 2008 was 57.16% and decreased to 42.37% in 2010, and within the same period, the share of equity in the balance sheet increased to 57.63% from 42.84%. The funding structure and ratios of Ihlas Holding in FY2010 are marked with an optimum composition as can be seen in the chart below: Financial Liabilities Advances Received Equity Trade Payables Other Liabilities 16.23% 11.22% In addition to the development of new fund raising fields for liquidity requirements, improvement of equity is expected to provide the continuity of the planned growth process. Likewise, in line with Ihlas Holding‟s budget estimations designed to provide this, the Group increased its capital to TL790.4 mn through a rights issue during May, 2011. d) Funding and Adequacy of Equity Until 2008, the ratio of equity/total assets had a downward trend while that of leverage a gradual upward trend. This situation started to improve through the increase in equity particularly owing to the profit figure in 2009 and is expected to further improve through the capital increase in May 2011. 57.63% 10.65% 4.27% Distribution of Liabilities & Equity / FYE2010 The Holding has a 43.91% (87.82% as of May 2011) issued capital of a registered capital ceiling of TL900 mn. The fact that the Holding and some of the Group companies provide cash collaterals for the loans utilized by other Group companies which are in need of additional funds result in decreases in overall funding costs. 9. Information Technology Technological infrastructure of the Holding and group companies regarding their areas of expertise and manufacturing/service fields in which they operate is capable to meet their existing needs. Many types of software considering the fundamental requirements have been developed by IT departments established within the Group. The investments in the field of hardware amount nearly to USD1.5 mn in terms of historical costs. Following the actions beginning in November 2010, it was decided that ERP system would be utilized to perform all İhlas Holding A.Ş. & Consolidated Subsidiaries 16 Holding operational procedures and managerial reporting activities throughout the Holding and Group companies. An action was initiated to implement the system in one of the Group companies first in May 2011 and this is planned to be in use by January 2011. A Corporate Development Coordinatorship was also established within the Holding in order to extend this project to other Group companies. In addition to current measures for maintenance of operations and disaster recovery implementations to a certain extent, a backup & disaster recovery center outside Istanbul is planned to be established following the first phase of the aforementioned project. Technologically, although business processes and bookkeeping activities of the Holding and group companies are in a satisfactory and adequate level, technological investments are required in the systems of scoring and ranking regarding risk measurement monitoring (market risks, credit risks, operational risks) as well as asset & liability management. 10. Corporate Governance The corporate governance rating report of Ihlas Holding was prepared by JCR Eurasia Rating in light of its original methodological procedures in accordance to the Corporate Governance Principles set by SPK (CMB-Capital Market Board) and published on December 28, 2010. The Board, shareholders, stakeholders and practices of the Holding in terms of public disclosure and transparency have been assessed within the framework of SPK regulations and information as well as the findings ascertained therein has been quantified by assessments regarding weighting factors on which JCR ER has predicated the subcategories. Distinct levels of 4 main categories regarding compliance with the corporate governance principles are exhibited in the following table. The overall score was calculated based on weightings assessed for these 4 categories by SPK regulations. Numerical Convergence Notch Outlook Value Level Degree AA (Trk) (b) Shareholders 71.12 Positive (Merit) (Adequate) Public Disclosures AAA (Trk) (a) 85.97 Positive and Transparency (Distinctive) (Excellent) AA (Trk) (bb) Stakeholders 75.39 Positive (Merit) (Good) AA (Trk) (b) Board of Directors 71.67 Positive (Merit) (Adequate) AA (Trk) (bb) Overall 77.09 Positive (Merit) (Good) Fields Ihlas Holding carries out the necessary activities for the effective management of the Holding and group İhlas Holding A.Ş. & Consolidated Subsidiaries 17 companies by securing the rights of shareholders and stakeholders through "Investor Relations Department" formed in 1999. Through this department, all of the general meetings held and all annual reports published since 2003 are carried out with a high level of compliance with the corporate governance principles determined by SPK. On the web site of the Holding which is the most important platform for public disclosure, annual reports, financial statements, company documents related to the general meetings and up-to-date publicity information on the Group are presented for the attention of all investors. All this information together with the Group‟s publicly stated information policy and public disclosure practices improves the level of transparency, provides shareholders with adequate information on the company and facilitates the exercise of their rigths. The board consists of 11 members- 5 executive and 6 nonexecutive. Moreover, 4 members are of independent status. Audit and Corporate Governance Committees having two members each within the board have been assessed as effective instruments to perform the functions of leading and supervision in an efficient manner. Arrangement of a board meeting at least once a month or instantly in urgent cases and inclusion of top-level managers in the meetings when required are indicators of monitoring and supervision of senior management. This functionality of the board has been assessed as a factor to curb the operational risks. Deficiencies like the absence of (i) the right to demand the appointment of a special auditor as an individual right in the articles of association, (ii) any provision to invite stakeholders and media to general meetings, (iii) any provision to take crucial decisions in the general meeting, (iv) any provisions to broaden the exercise of minority rights beyond the current legislation, (v) a cumulative voting system undermine the compliance level. The privilege on the B Group shares to elect the majority of the board members, while ensuring the stability of the management, impedes the representation of the majority shareholders in the board. In addition, the lack of disclosure in the field of future plans and budget, absence of compliance audit of these plans (no such compliance audit tradition exists throughout Turkey), absence of a member in the Board to represent the staff, absence of any association of a union among staff, absence of any publicly disclosed Corporate Social Responsibility Policy, absence of objective performance evaluation methods, absence of a separate risk management department within the Holding, partial nondisclosure of remunerations provided for the board members and managers, nondisclosure of qualifications and election procedures of candidates for the board, absence of statements of responsibility and written undertakings by the board members and managers have been evaluated as encumbering factors for improvement of corporate governance practices. Holding IHLAS HOLDING & CONSOLIDATED SUBSIDIARIES ASSETS I. CURRENT ASSETS A. Liquid Assets B. Marketable Securities 1.Bond 2.Share Certificates 3.Other (Year end) 2010 USD (Converted) (Year end) 2010 TL (Original) (Year end) 2010 TL (Average) (Year end) 2009 TL (Original) (Year end) 2009 TL (Average) (Year end) 2008 TL (Original) (Year end) 2008 TL (Average) (Year end) 2007 TL (Original) 613,116,114 85,495,002 17,097,963 947,877,513 132,175,273 26,433,451 819,118,318 103,589,326 19,196,874 690,359,122 75,003,378 11,960,297 655,378,413 75,240,305 17,600,648 620,397,704 75,477,232 23,240,999 538,516,704 67,266,148 15,252,801 456,635,703 59,055,063 7,264,602 10,163,001 6,934,962 15,712,000 10,721,451 9,896,000 9,300,874 4,080,000 7,880,297 13,222,000 4,378,648 22,364,000 876,999 12,408,250 2,844,551 2,452,500 4,812,102 339,582,282 341,988,639 0 62,870,199 -44,305,477 -20,971,080 838,970 29,184,633 29,184,633 524,994,208 528,714,436 415,371,163 414,072,882 70,027,689 -44,991,217 -23,738,191 494,506 4,313,178 4,313,178 363,370,899 353,139,510 0 83,522,686 -47,152,415 -26,138,882 2,769,008 2,443,660 2,443,660 311,370,634 292,206,137 97,197,328 -68,496,267 -32,421,289 1,297,048 45,119,442 45,119,442 470,182,686 471,393,659 0 83,612,509 -56,743,742 -28,079,740 895,777 24,716,310 24,716,310 97,017,682 -49,313,612 -28,539,573 5,043,509 574,141 574,141 290,038,640 291,079,770 6,884 65,703,654 -41,851,619 -24,900,049 2,867,606 689,694 689,694 268,706,645 289,953,402 13,767 34,389,625 -34,389,625 -21,260,524 691,702 805,246 805,246 55,688,597 55,835,821 86,094,571 86,322,179 82,889,989 71,004,505 79,685,407 55,686,830 75,757,456 61,127,750 71,829,504 66,568,669 70,466,739 47,313,732 69,103,974 28,058,794 29,392,847 29,392,847 45,441,341 45,441,341 46,642,852 46,642,852 47,844,363 47,844,363 57,068,690 57,068,690 66,293,016 66,293,016 44,621,347 44,621,347 22,949,677 22,949,677 309,825,033 8,324,697 8,324,697 478,989,501 12,869,982 12,869,982 452,297,598 12,023,604 12,023,604 425,605,695 11,177,226 11,177,226 421,777,251 12,381,805 14,837,756 417,948,806 13,586,384 18,498,286 414,173,181 12,529,286 16,470,193 410,397,556 11,472,187 14,442,099 -2,455,951 -4,911,902 -3,940,907 -2,969,912 4.Provision for Decrease in Value of Marketable Securities (-) C. Trade Receivables & Leasing 1.Customers & Notes Receivables 2.Other Receivables 3.Doubtful Trade Receivables 4.Provision for Doubtful Trade Receivables (-) 5. Rediscount on Notes Receivables (-) D. Due From Related Parties (Net) E. Other Receivables 1.Other Receivables 2.Other Doubtful Receivables 3.Rediscounts on Other Notes Receivable (-) 4.Provision for Other Doubtful Receivables (-) F. Live Assets (net) G. Inventories (net) H. Contract Progress Income (net) I. Deferred Tax Assets J. Other Current Assets 1.Other Current Assets 2.Provision for Other Current Assets (-) II. NONCURRENT (FIXED) ASSETS A. Trade Receivables & Leasing 1. Customers & Notes Receivables & Leasing 2.Other Receivables 3. Doubtful Trade Receivables 4. Provision for Doubtful Trade Receivables (-) 5. Rediscount on Notes Receivables (-) B. Due From Related Parties (net) C. Other Receivables 1.Other Receivables 2.Other Doubtful Receivables 3.Rediscounts on Other Notes Receivables (-) 4.Provision for Other Doubtful Receivables (-) D. Financial Fixed Assets (net) 1. Long Term Securities (net) 2. Affiliates (net) 3. Subsidiaries (net) 4.Other Financial Fixed Assets (net) E. Tangible Assets F. Other Fixed Assets TOTAL ASSETS 662,824 662,824 1,024,726 1,024,726 937,211 937,211 849,696 849,696 763,479 763,479 677,261 677,261 704,343 704,343 731,425 731,425 9,483,092 14,660,860 26,361,777 38,062,694 28,881,255 19,699,816 20,601,772 21,503,727 2,929,935 6,553,157 252,529,983 38,824,437 922,941,147 4,529,679 10,131,181 390,411,353 60,022,580 1,426,867,014 4,574,131 21,787,647 337,670,690 75,304,316 1,271,415,916 4,618,582 33,444,112 284,930,027 90,586,052 1,115,964,817 4,894,199 23,987,056 293,588,254 86,162,459 1,077,155,664 5,169,816 14,530,000 302,246,480 81,738,865 1,038,346,510 5,355,584 15,246,188 299,295,948 81,041,833 952,689,885 5,541,352 15,962,375 296,345,416 80,344,801 867,033,259 İhlas Holding A.Ş. & Consolidated Subsidiaries 18 As % of 2010 Assets (Original) As % of 2009 Assets (Original) As % of 2008 Assets (Original) 2010 Growth Rate 2009 Growth Rate 2008 Growth Rate 66.43 9.26 1.85 n.a 1.10 0.75 61.86 6.72 1.07 n.a 0.37 0.71 59.75 7.27 2.24 n.a 2.15 0.08 37.30 76.23 121.01 n.a 285.10 36.05 11.28 -0.63 -48.54 n.a -81.76 798.55 35.86 27.81 219.92 n.a 811.89 -81.78 n.a n.a n.a n.a n.a n.a 36.79 37.05 n.a 6.81 -4.80 -2.27 0.09 3.16 3.16 n.a n.a n.a n.a 6.03 6.05 n.a 3.18 3.18 n.a 33.57 0.90 0.90 n.a n.a n.a n.a n.a 0.07 0.07 n.a n.a n.a 1.03 n.a n.a 0.32 0.71 27.36 4.21 100.00 37.22 37.10 n.a 6.28 -4.03 -2.13 0.04 0.39 0.39 n.a n.a n.a n.a 7.14 4.99 n.a 4.29 4.29 n.a 38.14 1.00 1.00 n.a n.a n.a n.a n.a 0.08 0.08 n.a n.a n.a 3.41 n.a n.a 0.41 3.00 25.53 8.12 100.00 29.99 28.14 n.a 9.34 -4.75 -2.75 0.49 0.06 0.06 n.a n.a n.a n.a 6.92 6.41 n.a 6.38 6.38 n.a 40.25 1.31 1.78 n.a n.a n.a -0.47 n.a 0.07 0.07 n.a n.a n.a 1.90 n.a n.a 0.50 1.40 29.11 7.87 100.00 26.39 27.69 n.a 38.80 52.24 36.58 162.29 946.08 946.08 n.a n.a n.a n.a 8.04 55.01 n.a -5.02 -5.02 n.a 12.54 15.14 15.14 n.a n.a n.a n.a n.a 20.60 20.60 n.a n.a n.a -61.48 n.a n.a -1.92 -69.71 37.02 -33.74 27.86 33.40 41.71 n.a -27.82 -8.77 -16.82 -90.20 651.24 651.24 n.a n.a n.a n.a 10.94 -16.35 n.a -27.83 -27.83 n.a 1.83 -17.73 -39.58 n.a n.a n.a -100.00 n.a 25.46 25.46 n.a n.a n.a 93.21 n.a n.a -10.66 130.17 -5.73 10.82 7.48 15.88 0.78 -100.00 182.11 43.40 34.24 629.14 -28.70 -28.70 n.a n.a n.a n.a 3.94 137.25 n.a 188.86 188.86 n.a 1.84 18.43 28.09 n.a n.a n.a 65.39 n.a -7.41 -7.41 n.a n.a n.a -8.39 n.a n.a -6.70 -8.97 1.99 1.74 19.76 - - Holding (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) (Year end) As % of As % of IHLAS HOLDING & CONSOLIDATED SUBSIDIARIES 2010 2010 2010 2009 2009 2008 2008 2007 2010 2009 As % of 2008 2010 2009 2008 LIABILITIES & EQUITY USD TL TL TL TL TL TL TL Assets Assets Assets Growth Growth Growth Rate Rate Rate (Converted) (Original) (Average) (Original) (Average) (Original) (Average) (Original) (Original) (Original) (Original) I. SHORT TERM LIABILITIES 289,142,212 447,013,860 406,630,304 366,246,748 358,847,881 351,449,013 290,126,301 228,803,589 31.33 32.82 33.85 22.05 4.21 53.60 A. Financial Liabilities 133,231,966 205,976,619 170,566,836 135,157,053 135,410,413 135,663,773 111,040,655 86,417,537 14.44 12.11 13.07 52.40 -0.37 56.99 B. Trade Payables 103,562,307 160,107,327 141,828,833 123,550,339 117,848,033 112,145,727 109,816,343 107,486,959 11.22 11.07 10.80 29.59 10.17 4.33 343,484 531,027 512,767 494,506 489,610 484,713 453,786 422,859 0.04 0.04 0.05 7.39 2.02 14.63 349,027 0.00 0.04 0.21 -83.97 -80.60 521.54 3.64 5.09 3.20 -8.62 70.85 n.a n.a n.a n.a n.a n.a n.a 2,435,063 n.a n.a 0.00 n.a -100.00 -99.10 C. Due to Related Parties 43,646 67,476 244,173 420,870 1,295,099 2,169,327 1,259,177 33,568,913 51,897,540 54,345,917 56,794,293 45,018,582 33,242,870 16,621,435 D. Other Financial Liabilities E. Advances Received F. Contract Progress Ongoing Construction Contracts (net) G. Deferred Tax Liabilities H. Provisions for Liabilities I. Other Liabilities II. LONG TERM LIABILITIES A. Financial Liabilities 11,018 22,036 1,228,550 6,088,878 9,413,406 9,272,745 9,132,083 28,253,104 47,374,125 25,814,009 4,253,893 0.66 0.82 4.56 3.08 -80.72 1,013.67 12,303,017 19,020,465 29,859,035 40,697,604 30,522,023 20,346,442 23,892,347 27,438,251 1.33 3.65 1.96 -53.26 100.02 -25.85 101,934,246 157,590,345 143,155,595 128,720,845 185,420,828 242,120,811 191,129,944 140,139,077 11.04 11.53 23.32 22.43 -46.84 72.77 16,541,072 25,572,498 25,212,558 24,852,618 21,387,319 17,922,020 19,555,312 21,188,604 1.79 2.23 1.73 2.90 38.67 -15.42 275,446 550,891 422,455 294,018 n.a n.a 0.05 n.a -100.00 87.37 n.a n.a n.a n.a n.a n.a B. Trade Payables C. Due to Related Parties 27,886 43,111 22,281 1,451 3,220 4,989 4,989 4,989 0.00 0.00 0.00 2,871.12 -70.92 0.00 64,729,290 100,071,483 90,007,678 79,943,872 132,297,269 184,650,665 132,852,044 81,053,422 7.01 7.16 17.78 25.18 -56.71 127.81 n.a n.a n.a n.a n.a n.a 16.95 -30.54 26.52 D. Other Financial Liabilities E. Advances Received F. Contract Progress Ongoing Construction Contracts (net) G. Deferred Tax Liabilities 9,463,556 14,630,657 13,570,352 12,510,046 15,260,579 18,011,112 16,123,402 14,235,691 1.03 1.12 1.73 H. Provisions for Liabilities 11,172,442 17,272,596 14,254,268 11,235,939 15,207,190 19,178,441 15,315,871 11,453,301 1.21 1.01 1.85 53.73 -41.41 67.45 88,460 176,919 989,806 1,802,693 6,855,873 11,909,052 n.a 0.02 0.17 -100.00 -90.19 -84.86 549,785,899 494,967,593 544,268,709 593,569,824 481,256,245 368,942,666 42.37 44.35 57.16 22.15 -16.61 60.88 n.a n.a n.a n.a n.a n.a 32.41 39.62 -10.70 I. Other Liabilities (net) 391,076,459 TOTAL LIABLITIES 604,604,205 MINORITY INTEREST F- EQUITY 531,864,689 822,262,809 721,630,017 620,997,224 532,886,955 444,776,686 471,433,640 498,090,593 57.63 55.65 42.84 a) Prior year's equity 298,573,247 461,594,240 404,447,194 347,300,148 390,006,917 432,713,685 437,488,768 442,263,851 32.35 31.12 41.67 32.91 -19.74 -2.16 19,019,731 29,404,504 48,800,754 68,197,004 47,229,943 26,262,882 17,308,717 8,354,552 2.06 6.11 2.53 -56.88 159.67 214.35 190,139,227 293,955,245 226,679,115 159,402,984 128,439,761 97,476,538 81,426,723 65,376,908 20.60 14.28 9.39 84.41 63.53 49.10 24,132,484 37,308,820 41,702,954 46,097,088 -32,789,666 -111,676,419 -64,790,569 -17,904,718 2.61 4.13 -10.76 -19.06 -141.28 523.73 922,941,147 1,426,867,014 1,271,415,916 1,115,964,817 1,077,155,664 1,038,346,510 952,689,885 867,033,259 1 USD = TRY 1.546 1.5123 1.1647 b) Equity (Added from internal & external resources at this year) c) Minority Interest d) Profit & Loss TOTAL LIABILITIES & EQUITY İhlas Holding A.Ş. & Consolidated Subsidiaries 19 1.5057 100.00 100.00 100.00 27.86 7.48 19.76 Holding IHLAS HOLDING & CONSOLIDATED SUBSIDIARIES INCOME STATEMENT (TL) I. Principal Activity Revenues 2010 2009 2008 2007 2006 2005 150,281,984.00 143,286,604.00 120,751,225.00 92,432,027.00 91,530,406.00 161,197,524.00 A. Sales Revenues (Net) 675,132,906.00 550,709,338.00 433,876,712.00 389,969,869.00 383,942,526.00 627,672,902.00 1.Domestic Sales 648,720,638.00 529,646,634.00 418,113,355.00 376,876,059.00 360,022,585.00 605,248,544.00 2.Export Sales 32,537,622.00 26,517,165.00 25,867,859.00 24,494,832.00 23,919,941.00 22,424,358.00 3.Sales Deductions (-) -6,125,354.00 -5,454,461.00 -10,104,502.00 -11,401,022.00 -524,850,922.00 -407,422,734.00 -313,125,487.00 -297,537,842.00 -292,412,120.00 -466,475,378.00 B. Cost Of Sales (-) C. Service Revenues (net) D. Other Revenues From Principal Activities 1.Interest 2.Dividend 3.Rent 4.Other GROS PROFIT & LOSS FROM PRINCIPAL ACTIVITIES Activities Expenses (-) 150,281,984.00 143,286,604.00 120,751,225.00 92,432,027.00 91,530,406.00 161,197,524.00 -131,199,450.00 -117,980,504.00 -140,847,086.00 -94,128,145.00 -109,945,045.00 -117,575,685.00 NET PROFIT & LOSS FROM PRINCIPAL ACTIVITIES 19,082,534.00 25,306,100.00 -20,095,861.00 -1,696,118.00 -18,414,639.00 43,621,839.00 Income & Profit From Other Activities 81,237,560.00 92,752,028.00 40,388,427.00 9,427,744.00 36,860,398.00 14,955,312.00 -34,278,646.00 -40,533,743.00 -103,268,229.00 -18,671,006.00 -19,749,830.00 -11,265,069.00 33,686,885.00 42,372,437.00 49,366,693.00 25,627,510.00 58,305,306.00 35,576,414.00 -57,243,447.00 -56,572,676.00 -86,362,926.00 -35,385,841.00 -84,012,809.00 -52,207,812.00 42,484,886.00 63,324,146.00 -119,971,896.00 -20,697,711.00 -27,011,574.00 30,680,684.00 -8,485,483.00 474,540.00 PRETAX PROFIT & LOSS 42,484,886.00 63,324,146.00 -119,971,896.00 -20,697,711.00 -35,497,057.00 31,155,224.00 Taxes (-/+) -5,176,066.00 -17,227,058.00 8,295,477.00 2,792,993.00 -8,426,807.00 -17,398,323.00 NET PROFIT FOR THE PERIOD 37,308,820.00 46,097,088.00 -111,676,419.00 -17,904,718.00 -43,923,864.00 13,756,901.00 Expenses & Losses From Other Activities (-) Financing Income Financing Expenses (-) OPERATING PROFIT & LOSS Net Monetary Position Profit &Loss (+/-) MINORITY PROFIT (LOSS) İhlas Holding A.Ş. & Consolidated Subsidiaries 20 Holding IHLAS HOLDING & CONSOLIDATED SUBSIDIARIES FINANCIAL RATIOS 2010 2009 2008 5.89 3.34 110.33 55.80 7.84 2.93 11.82 69.06 5.00 11.88 5.88 129.73 64.18 11.13 4.28 13.30 74.68 8.32 -25.45 -12.59 113.22 56.02 -3.53 -11.72 12.67 122.56 -22.75 22.26 2.83 5.53 77.74 19.43 8.48 14.77 26.02 4.60 8.37 73.98 21.42 10.27 21.77 27.83 -4.63 -25.74 72.17 32.46 19.90 -7.75 174.22 165.18 211.93 181.48 -38.92 -29.31 4.50 16.23 5.25 14.34 9.07 14.79 11.12 26.23 35.10 19.29 212.05 182.62 35.48 9.08 6.03 334.99 60.28 40.05 7.79 17.57 29.04 14.00 188.50 153.67 23.74 11.54 7.14 350.48 60.86 37.65 9.51 16.63 25.90 22.20 176.53 137.22 28.09 11.58 6.92 351.85 51.09 30.53 57.63 136.00 82.84 6.37 8.08 27.36 1.73 0.00 55.65 125.46 65.48 19.64 13.27 25.53 5.89 0.00 42.84 74.93 45.31 6.07 -25.81 29.11 4.26 0.00 -33.98 22.59 32.41 27.86 633.19 57.64 139.66 261.35 319.00 370.06 98.63 220.36 82.42 163.67 199.94 149.27 93.56 53.10 4.78 -132.52 26.93 39.62 7.48 537.80 67.87 149.66 243.89 311.76 344.91 105.82 205.93 84.03 185.72 187.58 130.57 103.34 51.13 4.77 460.61 11.26 -10.70 19.76 444.36 82.14 141.08 258.73 340.87 284.04 128.50 212.37 80.57 174.68 144.97 104.76 92.03 45.54 5.83 14.19 34.42 3.06 13.99 36.08 8.94 23.72 37.92 4.71 -5.95 -10.32 -4.34 -7.81 -5.61 -13.11 42.37 31.33 11.04 18.59 79.22 37.74 73.93 217.02 247.74 38.30 52.10 90.42 44.35 32.82 11.53 19.93 85.99 43.11 73.99 270.98 221.36 32.33 63.97 114.96 57.16 33.85 23.32 52.33 70.41 52.49 59.21 259.06 124.83 25.87 76.30 178.12 Profitability Relationship Between Capital and Profit ROAE- Pre-tax Profit/Equity (avg) ROAA - Pre-tax Profit/Total Assets (avg) Total Income/Equity Total Income/Total Asset Economic Profitability(( Financing Expenses+Pre-tax Profit)/ (Total Liabilities) (avg) ROAA – Net Profit & Loss/Total Assets (avg) Operating Profitı/Total Assets (avg) Financial Expenses/Inventories Ratio Return on Long Term Sources Relationship Between Sales and Profit Profit Margin of Operating= Ordinary Activities Incomes/Net Sales Income Gross Major Operating Incomes/Net Sales Income Net Profit Margin= Net Profit/Net Sales Income Cost of Sales/ Net Sales Income Activities Expenses/Net Sales Income Financing Expenses/Net Sales Income EBIT= (Gross Profit +Financing Expenses)/NetSales Income Relationship Between Financing Liabilities and Profit Interest Coverage Ratio 1=Pretax Profit+Financing Expenses/Financing Expenses Interest Coverage Ratio 2 =Net Profit+Financing Expenses/Financing Expenses Structure of Income and Expenditure account Financing Expenses/T.Liabilities Financial Liabilities/Assets Liquidity (Liquid Assets+Marketable Securities)/ T.Assets (Liquid Assets+Marketable Securities)/ T.Liabilities Net Working Capital/T.Assets Liquid Assets/Equity Current Ratio Acid Test Ratio Cash Ratio Inventories/Current Asset Inventories/Total Asset Inventories Dependency Ratio Short Term Receivables/Total Current Assets Short Term Receivables/Total Assets Capital and Funding Equity/T.Assets Equity/Liabilities Net Working Capital/T.Liabilities Equity generation/prior year‟s equity Internal equity generation/prior year‟s equity Tangible Assets/Total Asset Fixed Assets/(Equity+Long Term Liabilities) Minority Interest/Equity Efficiency Net Profit Margin Growth Net Sales Growth Equity Growth Asset Growth Inventories Turnover Days Inventories Utilization Receivables Turnover Days' Accounts Receivable Efficiency Period Payables Turnover Days'Payments In Accounts Payables Cash Turnover Cycle Current Assets Turnover Net Working Capital Turnover Tangible Assets Turnover Fixed Asset Turnover Equity Turnover Asset Turnover Export sales/Total sales Asset Quality Impairment of Receivables /T.Receivables Non Performing Asset/T.Assets Financial Fixed Assets/Non Current Assets Sensitivity of Foreign Currency Total Foreign Currencies Position/Asset Total Foreign Currencies Position/Equity Indebtedness Leverage Ratio Short Term Liabilities/Total Asset Long Term Liabilities/Total Asset Long Term Liabilities/(Equity+Long Term Liabilities) Fixed Asset/Liabilities Fixed Asset/(Long Term Liabilities+Equity) Short Term Liabilities/ T.Liabilities Short Term Liabilities/Short Term Financial Liabilities Tangible Assets/Long Term Liabilities Financial Liabilities/Total Liabilities Off Balance Liabilities/(Assets) Off Balance Liabilities/(Equity) İhlas Holding A.Ş. & Consolidated Subsidiaries 21 Holding IHLAS HOLDING & CONSOLIDATED SUBSIDIARIES Subsidiaries Included in Consolidation (according to the active ratio) Number Activity 1 İhlas Pazarlama A.Ş. Electrical, electronics, home appliances, consumer goods, trade, building construction, and trade 2 İhlas Gazetecilik A.Ş Journalism 3 İhlas Ev Aletleri İmalat San.Tic.A.Ş. The production of electrical household appliances 4 İhlas Haber Ajansı A.Ş. News agency 5 İhlas Yayın Holding A.Ş. All kinds of written, visual and audio publishing, advertising, news agency, investor participation 6 İhlas Madencilik A.Ş. Mining activities 7 Mir İç ve Dış Tic. Maden San. Ltd. Şti. Mining activities 8 İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Ortak Girişimi Housing construction and land sales for revenue sharing with TOKİ 9 Promaş Profosyonel Medya Reklam ve Film Hizm. A.Ş Advertising, photography and advertising notices 10 Kuzuluk Kaplıca İnşaat Turizm Sağlık ve Petrol Ürünleri Tic.A.Ş.: Spa tourism and trade in health management 11 İhlas Motor A.Ş. Motorized and non-motorized vehicles and spare parts manufacturing, assembly and trade 12 TGRT Haber TV A.Ş. Television and radio broadcast, television, film, video and advertising 13 TGRT Dijital TV Hizmetleri A.Ş. Television and radio broadcast, television, film, video and advertising programs 14 Bisan Bisiklet Moped Oto. San. Tic. A.Ş. Bicycle, moped, automobile and spare parts for their production and trade 15 Bisiklet Pazarlama ve Tic. A.Ş. 16 İhlas Net A.Ş. Bicycle, moped and marketing of spare parts Information services, Internet services, build networks and computer networking equipment purchase and sale 17 İletişim Magazin Gazt. Yan. San ve Tic. A.Ş. Newspaper, magazines, books, etc.. print and marketing 18 İhlas Yapı Turizm ve Sağlık A.Ş. All related construction, plumbing and contracting business investments and tourism and health 19 Kıbrıs Bürosu Newspaper distribution and electric home appliances marketing 20 İhlas Reklam Ajans Hizmetleri Ltd. Şti All kinds of advertising, photography, ad agency 21 İhlas Gelişim Yayıncılık A.Ş. Turkish and foreign newspapers and publications of all kinds 22 İhlas Fuar Hizmetleri A.Ş. Organization of trade fairs and exhibitions and publicity, travel agency 23 Detes Enerji Üretim A.Ş. The establishment of the electrical energy production plant, commissioning, leasing 24 Armutlu Tatil ve Turizm İşletmeleri A.Ş. All kinds of thermal spa tourism management 25 Bayındır Madencilik ve Ticaret A.Ş. (Okan Tekstil Sanayi ve Ticaret A.Ş.) Mining activities 26 İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Ortak Girişimi-2: Real Estate residential land sales with revenue sharing for construction works 27 Construction joint venture with Real Estate Marketing 28 İhlas Holding A.Ş. - İhlas Yapı Turizm ve Sağlık A.Ş. Ortak Girişimi-3: İhlas Holding A.Ş. – İhlas Yayın Holding A.Ş. ve İhlas Pazarlama A.Ş. Ortak Girişimi 29 Kristal Kola ve Meşrubat Sanayi Ticaret A.Ş. Marketing of the production of PET bottles, gas production of beverages 30 All kinds of food and beverage distribution, marketing and trade 31 Kristal Gıda Dağıtım Pazarlama San. ve Tic. A.Ş. İhlas Meşrubat Üretim ve Pazarlama A.Ş. (eski ünvanı: Atmaca Gıda Üretim ve Ticaret A.Ş.): 32 İhlas İnşaat Holding A.Ş Participating institutions in the field of construction 33 İhlas Pazarlama Yatırım Holding A.Ş. Participating institutions in the field of construction, marketing 34 Tourism investments and construction 35 İhlas İnşaat Proje Taahhüt Turizm ve Tic. A.Ş. Alternatif Medya Görsel İletişim Sis. Ltd. Şti. (Fikirevim Reklam Ajans Hiz. Ltd. Şti.) 36 İhlas Genel Antrepoculuk Nakliyat ve Tic.A.Ş. Warehousing 37 İhlas İletişim Hizmetleri A.Ş.: Telephone and telecommunications and other communication services Construction joint venture with Real Estate Marketing Food and packaging material production, trade, electricity, electronic materials, trade Advertising, photography, advertising agency Subsidiaries Excluded in Consolidation (according to the active ratio) Activity 1 İhlas Dış Ticaret A.Ş. (eski ünvanı: İhlas İnşaat Yapı Taahhüt ve Tic. A.Ş.): Tourism investments 2 Bur-yal Bursa Yalova Enerji Dağıtım Ltd. Şti.: Production of electrical energy 3 Tasfiye Halinde İhlas Finans Kurumu A.Ş. Private Finance Institute (into liquidation) 4 Kia-İhlas Motor San. ve Tic. A.Ş. Distributor of Kia brand vehicles (into liquidation) 5 İhlas Mining Ltd. Şti Mining 6 İhlas Enerji Üretim Dağıtım ve Tic. A.Ş. Inactive 7 İhlas Net Ltd. Şti Inactive 8 İhlas İnşaat Proje Taahhüt Turizm ve Tic. A.Ş. Tourism investment and management, real estate purchase and sale 9 İhlas Zahav Otomotiv A.Ş. Automobile production 10 İhlas Kimya San. Ltd. Şti Into inactive condition 11 İhlas Oxford Mortgage İnş. ve Tic. A.Ş. Building and trade of real estate 12 Naturel GmbH (eski ünvanı:Aura GmbH) Manufacture and trade of small household appliances 13 Swiss PB AG Asset management, professional brokerage 14 Detes Maden Enerji ve Çevre Tek. Sis. Ltd. Şti. Mining activities 15 Doğu Yatırım Holding A.Ş.: Invest in East and South East Anatolia Regions İhlas Holding A.Ş. & Consolidated Subsidiaries 22
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