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2014 The Creation of Success Gap Güneydoğu Tekstil 2014 Annual Report Head Office Keresteciler Sitesi, Fatih Cad. Ladin Sok. No: 17 34169 Merter, Istanbul T: +90 (212) 459 26 26 pbx F: +90 (212) 677 41 17 www.calikdenim.com/tr Factory Gap Güneydoğu Tekstil San. ve Tic. A.Ş. 1. Organize Sanayi Bölgesi 2. Cadde No: 6 44900 Yeşilyurt, Malatya T: +90 (422) 237 54 18 F: +90 (422) 237 54 17 Contents Gap Güneydoğu Tekstil at a Glance 02 06 08 12 16 Gap Güneydoğu Tekstil in Brief Key Financial and Operational Indicators Milestones Our Mission, Vision and Values Certifications Management 18 22 24 28 Message from the Chairman Board of Directors Message from the General Manager Senior Management Operations 32 38 42 48 Production Sales & Marketing Investments Research & Development and Product Development Sustainability 52 54 56 58 Human Resources Occupational Health & Safety The Environment Corporate Social Responsibility & Society Financial Tables 61 Independent Audit Report, Financial Tables and Footnotes Founded with the aim of introducing a new approach to the textile sector, Tekstil Gap Güneydoğu Tekstil is today proud to be one of the manufacturers that shapes world fashion through its brand Çalık Denim... Setting ever more ambitious performance targets thanks to its rich product range and innovative operations, Gap Güneydoğu Tekstil adds a chic and comfortable touch to the lives of millions as a supplier to the world’s biggest fashion brands. 2 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil in Brief Manufacturing a wide array of products in a 150,000 m2 facility and boasting an annual production capacity of 40 million meters, Gap Güneydoğu Tekstil is a robust, dynamic and reliable supplier and solutions partner for leading global brands. A Çalık Holding enterprise, 40 Million Meters Manufacturing a wide array of products in a 150,000 m 2 facility with an annual production capacity of 40 million meters, Gap Güneydoğu Tekstil employs 1,414 personnel at its Malatya location and 67 staff at the Istanbul headquarters. Annual Production Capacity Gap Güneydoğu Tekstil was established in Malatya as an integrated yarn and weaving factory in 1987. Founded with an investment of USD 111 million, Gap Güneydoğu Tekstil is also the first Çalık Holding manufacturing related investment. Gap Güneydoğu Tekstil completed building out its infrastructure in 1996 and started production of denim fabric, commissioning its ring spinning plant in 1997. In 2003, the Company added gabardine and velvet to its production portfolio and became a fully integrated manufacturing facility. Since that time, it has steadily expanded its customer portfolio with new export countries and brands. After receiving R&D Center certification in 2011, Gap Güneydoğu Tekstil demonstrated that it does not simply manufacture products and fulfill customer orders; instead, the Company carries out R&D operations as a recognized scientific research center that capitalizes on its corporate know-how. Gap Güneydoğu Tekstil has set up the seventh largest R&D center in the Turkish textile industry. For more information www.calikdenim.com With an integrated factory in Malatya and Sales & Marketing Center in Istanbul, Gap Güneydoğu Tekstil is widely known as a leading global textile company. It is a robust, dynamic and reliable supplier of many global brands, including Diesel, Topshop, Benetton, Ann Taylor, G Star, Salsa, Next, Jack Jones, H&M, VF, Inditex, Ahlers, Mavi, Replay, Scotch & Soda, Calvin Klein, River Island, Hugo Boss, Gerry Weber and Zerres. Gap Güneydoğu Tekstil markets its products to Italy, Germany, the USA, Netherlands, France, Scandinavia, Portugal, Tunisia, Morocco, Colombia, Canada as well as the Far East. Some 50% of the Company’s fabric sales revenue originates from exports. The Company plans to increase the number of its export markets in coming years with production capacity increases. Gap Güneydoğu Tekstil leads the sector with unrivaled collections that include commercial as well as innovative, cutting-edge fabrics. Under the brand Çalık Denim, the Company offers a vast range of denim and gabardine fabric, including sustainable and organic denim. As such, the Company not only adds value to the domestic economy but also protects the environment. The Company holds the GOTS, GRS, OE100 and OE Blended certifications, all of which attest to its environmentally minded approach. 3 4 506 TL million Net Sales From left to right: Serhan Meriçöz, Semra Ebret, Mehmet Akif Olgun, İsmail Meşe. 5 Gap Güneydoğu Tekstil achieved a capacity increase of 45% in yarn and 15% in weaving in 2014; it also doubled its coating capacity with a new capital investment in dye finishing. As a result, the Company consistently continues its growth drive and remains one of the world’s top ten denim manufacturers. 6 At a Glance Management Operations Sustainability Financial Tables Key Financial and Operational Indicators Gap Güneydoğu Tekstil closed the year with a strong performance despite fluctuations in the economic environment. (TL thousand) 2014 2013 506,284 383,649 Gross Profit 99,472 74,160 Operating Profit 54,769 11,803 1,240 (17,793) 13,009 1,185 Net Sales Profit Before Taxes Net Profit Net Sales (TL thousand) 506,284 2014 383,649 2013 Exports (TL thousand) 176,440 2014 157,973 2013 Net Profit (TL thousand) 13,009 2014 1,185 2013 For more information www.calikdenim.com 7 Export Markets (Gross) Consolidated TL Sales % 337,174,000 65.65 Italy 44,298,841 8.62 Tunisia 34,523,037 6.72 Portugal 22,229,794 4.33 Bangladesh 16,536,354 3.22 Germany 12,467,613 2.43 Morocco 7,414,492 1.44 Hong Kong 5,271,223 1.03 China 4,889,901 0.95 Indonesia 4,856,422 0.95 Poland 2,516,293 0.49 France 2,460,680 0.48 South Korea 2,376,840 0.46 UAE 1,893,631 0.37 Colombia 1,886,293 0.37 USA 1,825,915 0.36 Philippines 1,741,424 0.34 Finland 1,304,259 0.25 Netherlands 1,288,791 0.25 Turkey Egypt 1,270,611 0.25 India 1,162,413 0.23 814,364 0.16 Taiwan Spain 589,078 0.11 Austria 524,285 0.10 Singapore 493,807 0.10 Serbia 484,683 0.09 UK 325,639 0.06 Belgium 308,990 0.06 Romania 226,442 0.04 Pakistan 152,882 0.03 Mexico 137,144 0.03 Israel 55,012 0.01 Australia 47,826 0.01 Vietnam 22,505 0.00 Estonia 16,958 0.00 Thailand 13,065 0.00 Sweden 11,136 0.00 1,025 0.00 330 0.00 513,614,000 100.00% Hungary Japan Total Sales 8 At a Glance Management Operations Sustainability Financial Tables Milestones Gap Güneydoğu Tekstil closely monitors technological advances and continues its production drive by undertaking new capital investments. 1930 - Malatya 1987 - Malatya 1995 - Malatya > Family company established. > Gap Güneydoğu Tekstil founded. > Denim production started up. 1981 - Malatya 1993 - Turkmenistan 1998 - Turkmenistan > Ortadoğu Tekstil established. > Gap Türkmen founded. > Serdar Yarn Factory commissioned. For more information www.calikdenim.com 9 2001 - Turkmenistan 2005 - Turkmenistan 2011 - Malatya > Ashgabat Textile Factory commissioned. > Balkan Weaving and Yarn Factory commissioned. > Gap Güneydoğu Tekstil R&D Center opened. > Çalık Pamuk founded. 2004 - Malatya 2007 - Egypt > Production of gabardine fabric initiated. > Çalık Alexandria became operational. 10 Innovation From left to right: Ahmet Serhat Karaduman, Fatih Doğan, Hamit Yenici, Aysun Şengür Salmanlı. 11 In line with its strategy of product diversification, Gap Güneydoğu Tekstil has made significant headway towards becoming a highly commended and wellknown world-class manufacturer. The Company continues to reach its targets by focusing on innovation. 12 Our Mission We are a reliable, world-class solutions partner that weaves exceptional denims. Our Vision Becoming a denim solutions partner that immediately comes to mind with its customer focus and innovative force, and sells its products to the strategic customers it targets. 13 Our Values • • • • • • • • • • Passion for denim Openness to innovation Customer focus Belief in strong and open communications Adding value to employees and customers High awareness of quality Integrity and consistency Teamwork culture Respect for employee and customer rights Socially responsible and respectful to the environment 14 100% Qu ality From left to right: Ahmet Serhat Karaduman, İbrahim Ethem Büyükpepe, Hamit Yenici, Mehmet Faruk Avcı. 15 Making a difference in the sector with its quality-focused operations and investments, Gap Güneydoğu Tekstil further demonstrates its worldclass approach thanks to the international certifications it holds. 16 At a Glance Management Operations Certifications Gap Güneydoğu Tekstil takes into account the environmental footprint of its manufacturing and sales operations and pays maximum attention to human health in general and employee health in particular. The many certifications held by the Company demonstrate this approach. Gap Güneydoğu Tekstil has obtained the following certifications: •GOTS •OCS • OEKO-TEX STANDARD 100 •GRS • ISO 9001 • ISO 14001 • BCI (Better Cotton Initiative) • OHSAS 18001 Occupational Health and Safety Sustainability Financial Tables For more information www.calikdenim.com 17 18 At a Glance Management Operations Message from the Chairman The Group’s textile subsidiary Gap Güneydoğu Tekstil bolsters its market position among global textile giants thanks to an ever-rising business volume and production capacity. Gap Güneydoğu Tekstil ranks among the top ten companies worldwide that manufacture high quality denim. The Company exports its products to some 38 countries. Sustainability Financial Tables For more information www.calikdenim.com 19 20 At a Glance Management Operations Sustainability Financial Tables Message from the Chairman Esteemed business partners and distinguished associates, In 2014, the global economy demonstrated lower-than-expected growth while economic expansion in emerging markets also dramatically slowed. Sluggish growth and deflation in the Euro zone, the general deterioration of global financial conditions and geopolitical risks associated with conflicts in Syria and RussiaUkraine created a challenging environment for the Turkish economy. Despite the loss of momentum in the world economy, Turkey achieved its macroeconomic targets and indicators to a large extent and preserved its economic stability. Çalık Holding employs about 27 thousand personnel across three continents with its highly successful business models. The Holding continues to help move the Turkish economy forward with its operations in a diverse range of sectors, including energy, mining, construction, finance, textiles and telecoms. Çalık Holding employs about 27 thousand personnel across three continents with its highly successful business models. The Holding continues to help move the Turkish economy forward with its operations in a diverse range of sectors, including energy, mining, construction, finance, textiles and telecoms. The Group’s textile subsidiary Gap Güneydoğu Tekstil bolsters its market position among global textile giants thanks to an ever-rising rising business volume and production capacity. Gap Güneydoğu Tekstil ranks among the top ten companies worldwide that manufacture high quality denim. The Company exports its products to some 38 countries. Gap Güneydoğu Tekstil continues to develop and implement projects that add significant value to the Turkish economy, with innovative products geared towards future generations and business models that boost productivity, all under the brand Çalık Denim. In 2014, Gap Güneydoğu Tekstil was honored with the Export Stars Platinum Award granted by the Istanbul Textile and Apparel Exporters Associations (İTKİB) and the Export Achievement Bronze Award from the Uludağ Textile Exporters Association (UTİB). For more information www.calikdenim.com Despite the slowdown in the global economy, Gap Güneydoğu Tekstil closed 2014 with solid success, bringing its turnover up to USD 130 million. Between 2012 and 2014, the Company made capital investments amounting to about USD 60 million, and it plans to invest a further USD 50 million by year-end 2017, to increase and upgrade its production capacity. Exporting 60% of its production to Italy, Portugal, Germany, Tunisia and the USA, Gap Güneydoğu Tekstil plans to increase its market share in the Los Angeles area and Japan. To this end, the Company will carry out a restructuring process in Los Angeles and Bangladesh, continuing its efforts to shape the world denim market along its vision of manufacturing high quality and innovative products. Closely monitoring industry-related technological developments, Gap Güneydoğu Tekstil makes every effort to conduct all of its business operations, from raw material supply to manufacturing, in a sustainable manner and in close harmony with the natural environment. With a strong focus on R&D and innovation, the Company has set up the 99th largest R&D center in Turkey – and seventh largest in the textile industry – in order to coordinate efforts to design and develop innovative products and technologies that can be commercialized. 21 Boasting an annual fabric production capacity of 40 million meters, the Company goes from strength to strength as a robust, dynamic and reliable solutions partner for leading global brands with its integrated manufacturing facility and R&D Center in Malatya; sales and marketing group in Istanbul; and representatives and representative offices across the world. Continuing to move forward in leaps and bounds guided by Çalık Holding’s strong corporate culture, the Company bolsters its market position day by day, by capitalizing on its experience, entrepreneurial spirit, boldness and skilled human capital in a world where the competitive environment changes rapidly. I would like to take this opportunity to extend my gratitude to our esteemed business partners, customers and associates who have perpetuated our track record of success and who continue to inspire us to become ever stronger. Best regards, Ahmet Çalık Chairman 22 At a Glance Management Operations Sustainability Financial Tables Board of Directors Having made his first investments in the energy sector in late 1980s, Ahmet Çalık restructured Çalık Enerji (Çalık Energy) in 1998 to focus on power plant projects in challenging areas, such as Central Asia, the Middle East and Africa. Currently, Ahmet Çalık undertakes major energy sector projects via Çalık Enerji while also coming to play an effective role in electricity distribution by both acquiring companies and establishing strategic partnerships in Turkey and neighboring countries. Ahmet Çalık Chairman With rich business experience gained as a member of the Çalık Family, which has been active in the textile industry since 1930, Ahmet Çalık founded his first enterprise in 1981. Today, Ahmet Çalık is the founder and Chairman of Çalık Holding, one of Turkey’s largest business conglomerates with nearly 27 thousand employees in 17 countries and operating in six different industries. In 1987, Ahmet Çalık established Gap Güneydoğu Tekstil. The Company’s denim factory in Malatya stands out as one of the leading private sector investments in Turkey’s Eastern Anatolia region. Following the creation of the independent Turkic Republics in Central Asia, Ahmet Çalık set up industrial facilities in Turkmenistan and undertook investments in the region, becoming one of the very first Turkish investors to do so. Entering the construction sector in the 1980s, Ahmet Çalık restructured Gap İnşaat (Gap Construction) in 1996. Today, Gap İnşaat ranks among the world’s largest contracting companies and specializes in infrastructure, superstructure, industry, energy and healthcare facilities and complexes. Ahmet Çalık set up Çalık Holding in 1997 to bring Group companies together under a single umbrella. With its ambitious investments and highly skilled workforce, Çalık Holding figures among the pioneering Turkish business groups, both domestically and abroad. After entering the finance sector by establishing Çalık Bank in 1999, Çalık Holding renamed the entity Aktif Bank in 2008; since that time, it has become Turkey’s largest privately owned investment bank. In addition, Çalık Holding has expanded its financial investments to the international arena by acquiring BKT, one of Albania’s two largest banks. Ahmet Çalık established Çalık Maden İşletmeleri (Çalık Mining Enterprises) in 2006 in order to tap into Turkey’s rich underground natural resources. Since 2010, the company has continued to operate under the name Lidya Madencilik (Lidya Mining) and has geared up its operations in gold and polymetal mining. In 2007, Ahmet Çalık acquired Albania’s fixed line operator ALBtelecom and then established Eagle Mobile in 2008, becoming one of the biggest Turkish investors in the Balkans. In order to expand his construction investments in Turkey into the areas of property development, modern urbanization and urban transformation, Ahmet Çalık set up Çalık Gayrimenkul (Çalık Real Estate) in 2007. Çalık Gayrimenkul’s 2013 project “Tarlabaşı 360,” which was designed to create a more pleasant, safe and secure living environment worthy of central Istanbul, was designated as Europe’s best “Urban Renewal Project” at the European Property Awards. One of the biggest supporters of the domestic economy and employment with his various Group companies, Ahmet Çalık has continuously raised the bar of success with his trustworthy yet risktaking personality, focus on innovation and entrepreneurial spirit. Under the helm of Ahmet Çalık, who abides by the principle of serving people and society-at-large in both professional and social aspects, Çalık Holding continues to formulate pro-growth strategies and establish strong partnerships. Awards and Medals Turkmenistan State Medal (1997); Mahdum Guli Award (1997); Entrepreneur of the Year Award, Para Magazine (1997); Industrial Enterprise of the Year Award, GESİAD (1997); Distinguished Service Award, İpek Yolu Foundation (1998); Turkish Republic Distinguished Service Medal (1999); Turkmenistan “Gayrat” Medal (1999); Turkmenistan Golden Century Medal (2001); Turkish Ministry of Foreign Affairs Distinguished Service Medal (2002); Businessman of the Year Award, Turkish National Productivity Center (2004); Istanbul University, Faculty of Business Administration, Dünya Newspaper – Turkish Entrepreneur of the Year Award (2005); TGNA Distinguished Service Award (2006); Dünya Newspaper – Turkish Entrepreneur of the Year Award (2006); Turgut Özal Award for Economics (2008); Turkey in Europe – Franco Nobili (2010); Turkish Red Crescent Gold Medal (2012); Japan Matsumoto Dental University Honorary Ph.D. (2014); Ellis Island Honor Medal (2014); Albanian Ministry for Social Welfare and Youth Social Solidarity Award (2014); Tirana University Honorary Ph.D. (2014). For more information www.calikdenim.com 23 Mehmet Ertuğrul Gürler Ender Hıdıroğlu Ali Cüreoğlu Mehmet Ertuğrul Gürler was born in 1958, graduated from Marmara University, Faculty of Economics, and went on to build a 37-year career in business. Mr. Gürler worked from 1987 until 1994 at Dow Turkey holding various posts such as Finance Manager and Board Member. Between 1994 and 1998, he served as Deputy General Manager and Deputy Chairman at Total Oil Turkey; subsequently, he joined Çalık Holding in 1998 as General Manager. Mehmet Ertuğrul Gürler currently is Deputy Chairman at Çalık Holding, Banka Kombetare Tregtare and Gap Güneydoğu Tekstil; Board Member at Aktif Bank, ALBtelecom, Gap İnşaat and Gap Pazarlama; and Chairman at YEPAŞ. Ender Hıdıroğlu is a graduate of Middle East Technical University, Department of Mechanical Engineering. He has held senior management positions in various companies, including GATEKS, UPISAS, SANKO, SASA, YURTAS, Paktaş and İSKO. In 1992, he joined Çalık Holding, and served as General Manager at Gap Pazarlama for three years. During the following ten years, Mr. Hıdıroğlu served as Board Member, General Manager and Project Manager at Gap İnşaat. Currently, he holds senior management and board membership posts at Çalık Holding companies, and serves as Advisor to the Chairman at Çalık Holding. Ali Cüreoğlu was born in 1955 in Malatya and graduated from Middle East Technical University, Department of Geological Engineering. After serving as Manager at Tadal Gıda and Malatya Municipality’s Esenlik Construction Company, Mr. Cüreoğlu joined Gap Güneydoğu Tekstil in 1999. Since 2009, he has been a Board Member of the Company. Deputy Chairman Advisor to the Chairman Board Member 24 At a Glance Management Operations Message from the General Manager Continuing its capital investments apace in 2014, Gap Güneydoğu Tekstil increased its yarn production capacity by 45% and weaving capacity by 15%. It also doubled its coating capacity with a new investment in dye finishing. Sustainability Financial Tables For more information www.calikdenim.com 25 26 At a Glance Management Operations Sustainability Financial Tables Message from the General Manager Distinguished shareholders, 2014 marked a period in which we witnessed fluctuations in the world economic environment and in Turkey. The global economy closed the year with 3% growth while the US economy posted 2% growth, its fastest rate of expansion in 11 years, clearly demonstrating that it had rebounded from the financial crisis. The European recovery, on the other hand, continued at a slower-thanexpected pace. Developing economies are going through a rough patch, however, now that the Federal Reserve has ended its quantitative easing program. The de facto emerging market leader, China, reported its lowest growth rate in 24 years, expanding just 7% in 2014. In our view, R&D investments constitute the most important investment area. We allocate about 2% of our turnover to the R&D Center, which is the seventh largest establishment of its kind in the Turkish textile industry. The products and methods developed in this center have provided us with an immense competitive edge in the industry. Due to these global developments, the crisis between Russia and Ukraine, and the Syrian civil war, the Turkish economy was destined to experience a slowdown: it closed the year with 2.9% growth. Measures to curb the current account deficit have suppressed domestic demand and exports became the country’s economic growth driver in 2014. As for the textiles industry, the sharp devaluation of the ruble due to the Russian-Ukrainian conflict and the EU’s sanctions on Russia had a negative impact on the world’s apparel markets. Turkey’s USD 900 million of exports to Russia and Ukraine initially fell 30%. If this regional crisis worsens, exports to these two markets could plunge as much as 50% from pre-conflict levels. The recession in Europe, the rise in the foreign exchange rate, and the expansion of the EU Free Trade Deal to include Pakistan and Vietnam have also had an unfavorable effect on the textile sector. Meanwhile, high levels of cotton inventory compared to prior years, the anti-dumping measure applied to American cotton in Turkey, the appreciation of the US dollar and China’s announcement that it will reduce purchases have brought cotton prices down significantly, from USD 2.20/kg to USD 1.60/kg. For more information www.calikdenim.com Despite this challenging environment, Gap Güneydoğu Tekstil continues to bolster its market position among the giants of the world textile industry, thanks to a business volume that grows steadily day by day. Having executed a sustainable growth drive with its robust corporate structure, the Company increased sales by 32% in 2014 and ended the year with net profit of TL 13 million. Forging ahead with innovation The main factors that have helped us figure among the top three in the Turkish denim sector and the top ten worldwide are a high quality and rich product range, and an innovative approach. While developing our fabrics, we take into account the needs of both customers and consumers to create our collections. This approach to our business has helped us become the solutions partner of the world’s leading brands. In addition, we also continue to contribute significantly to the Turkish economy with our strong success in exports. We export to nearly 40 countries We export our high quality products to almost 40 countries, including Italy, Germany, USA, Netherlands, France, Scandinavia, Portugal, Tunisia, Morocco, Colombia, Canada and the Far East. In 2014, due to the strong export performance we achieved in the face of tough competition, Gap Güneydoğu Tekstil was honored with the Export Stars Platinum Award granted by the Istanbul Textile and Apparel Exporter Associations (İTKİB) and the Export Achievement Bronze Award from the Uludağ Textile Exporter Association (UTİB). However, we do not plan to rest on our laurels and remain content with these accomplishments. As a result, in 2014, we continued efforts to increase both the number of our export markets and our export volume. To this end, we initiated sales and marketing activities designed to increase our clout in Japan and Los Angeles, which we view as strategically important regions for us. We are fully confident that these efforts will bear fruit from 2015 onwards. Our goal is to increase our production capacity to 60 million meters by the end of 2017. 27 Making a difference through R&D In our view, R&D investments constitute the most important investment area. We allocate about 2% of our turnover to the R&D Center, which is the seventh largest establishment of its kind in the Turkish textile industry. The products and methods developed in this center have provided us with an immense competitive edge in the industry. Our 70-strong R&D Center team continues to develop and introduce innovative approaches to the textile industry. In 2014, the Company filed three project applications as part of the SAN-TEZ program, and two projects applications under the TÜBİTAK-TEYDEB 1505 program. Of these, two SAN-TEZ projects and one TÜBİTAK-TEYDEB 1505 project were deemed worthy of support and were implemented. Out of a total of 43 projects carried out at the center in 2014, 13 projects have been completed while 30 are ongoing. Supporting people and society Our high skilled workforce plays a crucial role in helping Gap Güneydoğu Tekstil to develop innovative solutions and meet customer needs and demands quickly and efficiently. Open to new ideas, creative and reliable, our employees allow the Company to move forward, from strength to strength. Powered by our employees and our “people-first” approach, we continue add value to all personnel and society as a whole. Employing some 1,500 personnel in Malatya, Gap Güneydoğu Tekstil ranks among the top employers of that city. The Company not only supports the local community and economy, but also wins hearts and minds by carrying out social responsibility projects in the area of education. Viewing social responsibility as an integral part of its corporate culture, Gap Güneydoğu Tekstil embraces eco-friendly methods in all operational processes, from raw material supply onwards. The Company’s respect for human health and the natural environment is reflected in its products, which include 100% GOTS organic fabric and between 5% to 95% OCS organic fabric. In parallel with our rising business volume, we are continually working to expand our production capacity. In 2014, our capital investment program continued without interruption. During the year, Gap Güneydoğu Tekstil increased its yarn production capacity by 45% and raised its weaving capacity by 15%. In addition, we doubled our coating capacity with a new investment in dye finishing. In closing, I would like to extend my gratitude to the Çalık Holding management for their unwavering support during our journey to success, to our customers, suppliers, employees as well as all our other valued stakeholders. With the total investments realized in 2010-2014 we increased our production capacity to over 40 million meters. Our target is to raise our production capacity to 60 million meters by 2017. General Manager Best regards, Hamit Yenici 28 At a Glance Management Operations Sustainability Financial Tables Senior Management Hamit Yenici Ahmet Serhat Karaduman Hamit Yenici was born in 1969 in Bursa and graduated from Uludağ University, Department of Textile Engineering. He started his professional career in 1990 at İSKO as a Weaving Operations Engineer and ultimately became a Product Development Manager. In 2014, he transitioned to Çalık Holding and currently serves as General Manager at Gap Güneydoğu Tekstil. Ahmet Serhat Karaduman was born in 1972 in Muş and graduated from Selçuk University, Department of Mechanical Engineering. He started his professional career in 1996 as Weaving Manager at Gap Güneydoğu Tekstil and held various posts at the Company until 2003. Between 2004 and 2013, Mr. Karaduman served as Weaving/Indigo/Product Development Manager at Çalık Turkmenistan’s facilities. Appointed in 2013 as R&D Manager, Mr. Karaduman became Factory Director in 2014. General Manager Fatih Doğan Director for Financial and Administrative Affairs Fatih Doğan was born in 1976 and graduated from İnönü University, Faculty of Economics and Administrative Sciences, Department of Economics; subsequently, he received a Master’s degree in Economics from the same institution. After a brief stint in academia, he entered the business world in 2000 as Accounting Specialist at Gap Güneydoğu Tekstil, and went on to hold senior positions at Gap Türkmen and Çalık Alexandria. Mr. Doğan was appointed to the position of Director for Financial Affairs at Gap Güneydoğu Tekstil in 2009. Factory Director Aysun Salmanlı Şengür Director for Financial Affairs Aysun Salmanlı Şengür was born in 1975 in Istanbul and graduated from Istanbul University, Faculty of Science, Department of Mathematics. She started her professional career in 1997 at Yalova Elyaf ve İplik A.Ş. and joined Gap Güneydoğu Tekstil in 2001. After holding various posts at the Company, Ms. Şengür currently serves as Director for Financial Affairs. For more information www.calikdenim.com From left to right: Fatih Doğan, Hamit Yenici, Ahmet Serhat Karaduman, Aysun Salmanlı Şengür. 29 30 4 0 Million Me ters Production Capacity From left to right: Abdullah Dağdelen, Mehmet Faruk Avcı, Ahmet Serhat Karaduman, İsmet Kalalı. 31 Employing about 1,500 personnel, and adding significant value to the nation’s economy, Gap Güneydoğu Tekstil operates 368 weaving looms across a total covered area of 150,000 m2. The Company continues to expand its production capacity with eco-friendly technologies. 32 At a Glance Management Operations Production At its integrated manufacturing facilities in Malatya, Gap Güneydoğu Tekstil operates across a total production area of 375,000 m2, of which 150,000 m2 is covered space. The Company boasts an annual production capacity of 40 million meters. 375 Thousand m2 Total Production Area 16 Million kg Annual Yarn Production Capacity Sustainability Financial Tables For more information www.calikdenim.com 33 34 At a Glance Management Operations Production Gap Güneydoğu Tekstil, figures among the world’s leading denim manufacturers that guide the sector. At its integrated manufacturing facilities in Malatya, Gap Güneydoğu Tekstil operates across a total production area of 375,000 m 2, of which 150,000 m2 is covered space. The Company boasts an annual production capacity of 40 million meters. Yarn Facilities Gap Güneydoğu Tekstil has the capability to develop its own yarn and fabric, and implement production and finishing processes. In addition, thanks to ring spinning machines equipped with advanced features such as multi-twist, multi-count and “draw your slub,” the Company formulates original yarn designs. At Gap Güneydoğu Tekstil’s manufacturing facilities, it is possible to produce yarns with a wide variety of folds and twists by utilizing open-end rotor, ring and indigo colored yarn. The Company also produces straight, core-spun, dual-core yarns and twisted yarns with a range between NE 6-30. Gap Güneydoğu Tekstil typically uses cotton from Urfa (Turkey), the US and the Aegean region, as well as BCI (Better Cotton Initiative) and organic cotton. Annual Production Capacity Yarn 16,000,000 kg Indigo Dyeing 40,000,000 m Weaving 40,000,000 m Finishing 44,000,000 m Total Production Area 375,000 m2 Covered Area 150,000 m2 Sustainability Financial Tables For more information www.calikdenim.com 35 Indigo Facilities The Company’s indigo facilities are capable of both rope dyeing and beam dyeing. The yarn dyeing lines consist of two rope dyeing and two beam dyeing lines. Warp dyeing operations can be conducted in a wide range, including indigo, reactive, pigment, sulfur, bottom and topping. After upgrades and modifications implemented in 2014, the capacity and work productivity have been boosted. Weaving Facilities At Gap Güneydoğu Tekstil’s weaving facilities, three types of looms are used: the Dornier, Sulzer and Picanol models. These facilities can produce a wide range of fabrics, including standards weaves, as well as more complex variations such as plain weave, scotch plaid, herringbone, piqué, skipping, double-layer and gabardine fabric. Finishing Facilities The Company’s finishing facilities perform three operations: prefinishing, dyeing and finishing. In these sections, it is possible to perform on fabrics such operations as cauterization, desizing, mercerization, bleaching, dyeing, extension, sanforization, coating and calendaring, on demand. Quality Control During the production process, 100% of the fabrics undergo quality control. The fabrics are visually checked, scores are assigned for any deficiencies, and the fabrics are divided into quality categories. The pieces taken from the orders are washed according to either standard formulas or the formulas demanded by customers. Following color assessment, color classification, and testing and controls in physical laboratories, shipping approvals are given. 36 Generating over 50% of the Company’s fabric revenue from exports, Gap Güneydoğu Tekstil sells its products to numerous markets, in particular Italy. The Company is taking ambitious steps to raise its production capacity in the coming years in order to increase the number of its export destinations and expand its export volume. 8 3 Countr ies From left to right: Ümran Yazıcı, Elmas Özanlar, Emrah Gün, Mehmet Serdar Özcan, Selen Ergül, Aleks Başoğlu. 37 38 At a Glance Management Operations Sales & Marketing Having sold some 30 million meters of fabric in 2014, Gap Güneydoğu Tekstil generates over 50% of its fabric revenue from exports. TL 506,284 Thousand Net Sales Revenue 34.35% Share of Exports in Total Sales Sustainability Financial Tables For more information www.calikdenim.com 39 40 At a Glance Operations Management Sales & Marketing As one of Turkey’s top denim manufacturers, Gap Güneydoğu Tekstil is a strong, dynamic and reliable supplier for many global brands, including Diesel, Topshop, Benetton, Ann Taylor, G Star, Salsa, Next, Jack Jones, H&M, VF, Inditex, Ahlers, Mavi, Replay, Scotch & Soda, Calvin Klein, River Island, Hugo Boss, Gerry Weber and Zerres. Having sold some 30 million meters of fabric in 2014, Gap Güneydoğu Tekstil generates over 50% of its fabric revenue from exports. The Company exports to 38 countries and its most important export markets include Italy, Germany, the USA, Netherlands, France, Scandinavia, Portugal, Tunisia, Morocco, Colombia, Canada and the Far East. In 2014, Gap Güneydoğu Tekstil participated in nine international fairs, including those in Munich, Barcelona, Amsterdam, Medellin and Shanghai, and two additional fairs in Turkey. In addition, the Company strengthens its ties with customers via a number of different marketing activities and product launches. The Company also makes efficient use of social media channels and communicates with end-consumers via LinkedIn, Instagram, YouTube and other similar platforms. Breakdown of Sales (%) TL Sales Share % Europe 426,228,508 82.99% Africa 43,208,141 8.41% Asia 40,280,174 7.84% North America 1,963,059 0.38% South America 1,886,293 0.37% 47,826 0.01% 513,614,000 100.00% Oceania Total Sustainability Financial Tables For more information www.calikdenim.com 41 Gap Güneydoğu Tekstil also regularly places adverts in relevant international trade publications. In 2014, the Company significantly enhanced its brand image and reputation in the eyes of the target audience thanks to a major photo shoot. Gap Güneydoğu Tekstil has sponsored the Art Basel fair in the US and the Treviso Comic Book Festival in Italy. Additionally, it has provided support to fashion design undergraduates at Germany’s University of Hannover. While designing its fabrics, the Company analyzes the needs of the market, customer and the end-consumer and develops its collections accordingly. Moving towards becoming a solutions provider for the brands its works with, Gap Güneydoğu Tekstil always stands by its clients as a partner focused on innovation and effective solutions. The Company provides clients not only fabrics, but also know-how and value-added services, closely noting their demands and expectations during customer visits and responding to these quickly and efficiently. In the face of ever intensifying market competition, Gap Güneydoğu Tekstil strives to become the company that first comes to mind for top-quality brands with its customer-focused, flexible approach, new generation products, wide product range, and reliable services. 42 At a Glance Management Operations Investments Gap Güneydoğu Tekstil has increased its annual production capacity to 40 million meters with the investments realized from 2010 to 2014. The Company plans to undertake an additional investment by 2017 in order to raise its total production capacity to 60 million meters. 60 Million Meters Total Production Capacity Target for 2017 Sustainability Financial Tables For more information www.calikdenim.com 43 44 At a Glance Management Operations Investments A leading denim manufacturer that helps steer the global sector, Gap Güneydoğu Tekstil continues to undertake capital investments, upgrades and modernization initiatives to increase production capacity and quality. The Company closely monitors cutting edge technologies and industry developments, and makes needed investments to adapt to these changes and continually raise its product quality. In line with investment plans, the Company increased the yarn department’s capacity by 45% and that of the weaving department by 15%. In addition, it doubled the coating capacity of the dye finishing department. In 2014, the Company also initiated the Production Optimization Program, which served to make work processes faster and more accurate due to the Automatic Robotic Handling System. Sustainability Financial Tables For more information www.calikdenim.com 45 Gap Güneydoğu Tekstil has increased its annual production capacity to 40 million meters with the investments realized from 2010 to 2014. The Company is keen to become the biggest supplier of the world’s denim and sportswear brands and export – directly or indirectly – 90% of its production to international brands. Gap Güneydoğu Tekstil plans to undertake an additional investment by 2017 in order to raise its total production capacity to 60 million meters as part of a three-stage investment program (30% + 30%+ 30%) spread across a five year period. 46 From left to right: Cem Ozan Sarı, Kerem Beyazıt, Müzeyyen Üngün, Münevver Ertek, İbrahim Ethem Büyükpepe. 47 Target 0 6 Million Meters With a production capacity reaching 60 million meters, by the investments that will be realized until the end of 2017, Gap Güneydoğu Tekstil leads the pack with unique collections featuring innovative fabrics. The Company continues to stand apart from the competition thanks to its pioneering solutions under the Çalık Denim brand. 48 At a Glance Management Operations Sustainability Research & Development and Product Development Having started up operations in 2011, Gap Güneydoğu Tekstil’s R&D Center is the 7th largest R&D facility in the Turkish textile industry. In textilerelated research and development efforts, it is critical to develop products with a high visual appeal, as well as high added value and performance. The Company’s objective is to go beyond merely offering fabrics to clients; instead, it strives to ensure that each fabric it produces is a high quality, functional product supported with advanced technology. 6,683 Total R&D Investment (TL thousand) 65 Employees Total R&D Personnel Financial Tables For more information www.calikdenim.com 49 50 At a Glance Management Operations Sustainability Financial Tables Research & Development and Product Development Gap Güneydoğu Tekstil owes its achievements in the highly competitive international textile market to innovative products that stand out in the sector. As one of a handful of textile companies to boast an in-house R&D Center, Gap Güneydoğu Tekstil has capitalized on its extensive experience and knowhow to implement numerous innovative projects and develop groundbreaking products and industry applications. The Company actively embraces cutting edge technology and rapidly responds to the evolving demands of the market, adding to its long list of pioneering achievements day by day. Since its inception, the R&D Center has embarked on 96 projects, 61 of which have been completed. With a workforce of nearly 70 professionals, the Center has introduced innovative approaches to the Turkish textile industry and has become a pioneering force in the sector. It has also been honored with various “R&D” and “R&D Pioneers” awards. Setting an example for the entire textile industry, Gap Güneydoğu Tekstil’s R&D Center is engaged in advanced research and analytical studies to ensure that Turkey’s economy can effectively compete on a global level. At the same time, the R&D Center strives to generate technological know-how and commercialize its efforts related to products and production processes in order to add value both to the Company and the nation’s economy as a whole. The Center conducts joint projects with 13 universities across the country. These include Çukurova University, Dokuz Eylül University, Erciyes University, Gaziantep University, Gaziosmanpaşa University, Hacettepe University, İnönü University, Istanbul Technical University, Süleyman Demirel University, Sütçü İmam University, Tunceli University, Uludağ University and Fırat University. It also collaborates with various overseas R&D centers and universities. The goals of Gap Güneydoğu Tekstil’s R&D Center include: • Developing innovative products, equipment and processes, generating new information, analyzing this data on a scientific basis and designing scientific projects to resolve technological issues; • Designing eco-friendly products that prioritize consumer demands, focus on current and future needs, comply with world standards and create a competitive edge; • Generating data through our operations, protecting information and technologies that could be commercialized, and accordingly expanding our intellectual property portfolio with patents, models, registered products and the like; • Anticipating advanced technologies and developments that could lead to shifts in the industry, and subsequently evaluating and implementing these; • Participating in domestic and international conferences, congresses, fairs and seminars, and monitoring the latest developments and technologies in the sector. The Company’s R&D Center strives to cooperate with not only Turkish universities but also overseas universities and other various R&D centers. The Company plans to work with institutions that function like R&D centers on a global scale to discuss projects that could be carried out jointly, and implement these in the coming periods. To this end, R&D Center staff members made on-site visits to various research centers and assessed their infrastructure work areas, capabilities and capacities. Established in 2011, the Company’s R&D Center operates in a covered space of 1,830 m 2 that includes offices, a library, a lab and hygiene areas. In 2014, the R&D Center’s findings about denim fabric resulted in additional denim sales, corresponding to about a 7% uptick in overall sales. Gap Güneydoğu Tekstil has also filed the necessary applications to protect its intellectual property rights. In addition, the Company has IP applications that are currently in the preparatory phase. Furthermore, certain of our file applications to the Turkish Patent Institute (TPE) are undergoing evaluation. For more information www.calikdenim.com 51 R&D Investment (TL thousand) 6,683 2014 4,254 2013 4,690 2012 Gap Güneydoğu Tekstil is a major denim manufacturer that is widely known worldwide for its product quality and service philosophy. Diesel, Benetton, H&M, Calvin Klein, G-Star, Tommy Hilfiger, Ann Taylor, Marks & Spencer, Topshop, Jack & Jones and Zara are some of the leading global brands that Gap Güneydoğu Tekstil works with. The Company places a huge emphasis on various elements of its production, such as visual richness, design, technical performance and quality. Ensuring that all these elements coexist in its products, the Company continues to stand apart in the sector with its unrivaled collections. While developing its fabrics, Gap Güneydoğu Tekstil takes into account the needs of the end-consumer. The Company designs its collections with a thorough analysis of the requirements of the market, customers and end-consumers. In 2014, Gap Güneydoğu Tekstil’s outstanding collections included Thin Up, Skinflex and Extend Plus. In particular, very elastic products with a high recovery and soft touch designed for women were rapidly commercialized. In addition, the Company has rolled out products offering maximum comfort to men within its Extend Plus concept. 52 At a Glance Management Operations Sustainability Financial Tables Human Resources In addition to its sector leadership in terms of growth and change, Gap Güneydoğu Tekstil also makes a point of monitoring and embracing the latest human resources practices. 1,481 Total Number of Employees A robust, dynamic and reliable supplier to global brands with its integrated production facilities and R&D Center in Malatya, Sales & Marketing Center in Istanbul, and offices around the globe, Gap Güneydoğu Tekstil employs nearly 1,500 personnel. In addition to its sector leadership in terms of growth and adaptability, Gap Güneydoğu Tekstil also makes a point of monitoring and embracing the latest human resources practices. Gap Güneydoğu Tekstil continually spends quality time and shares information with employees without ever compromising the Company’s ethical approach. As such, the Company inspires trust among and stands by its staff by pursuing a human resources policy based on creativity, reliability, empathy, and openness to new ideas to enrich its mission and vision. For more information www.calikdenim.com 53 Number of Employees 1,414 Malatya Factory 67 Istanbul Head Office 1,481 Total Employee Breakdown/Malatya Factory White Collar Blue Collar Age Tenure Average 37 35 35 8 7 7 Employee Breakdown/Istanbul Head Office Average Age Average Tenure 34.40 5.10 The pillars of Gap Güneydoğu Tekstil’s human resources policy include: • Placing the right people in the right position with a customeroriented approach; • Making the best use of existing high potential human capital; • Measuring employee performance with the performance management system; • Providing career planning with the right job appointments; • Establishing a long-term cooperation with personnel to ensure the sustainability of the corporate culture. 54 At a Glance Management Operations Sustainability Financial Tables Occupational Health & Safety Gap Güneydoğu Tekstil was granted OHSAS 18001 Occupational Health and Safety Certification in 2014 by SGS, an independent international company, in recognition of its efforts in this key area. In order to ensure its corporate sustainability in both economic and social terms, Gap Güneydoğu Tekstil places a priority on quality, people and the environment in all its business operations. The Company devises internal policies, regulations and guidelines to minimize risk in occupational health and safety, and ensure the active participation of all employees in adhering to these regulations. Successfully implementing effective policies and practices related to quality, the environment and OHS, the Company also expends efforts to obtain relevant certifications. Gap Güneydoğu Tekstil was granted OHSAS 18001 Occupational Health and Safety Certification in 2014 by SGS, an independent international company, in recognition of its efforts in this key area. This certification relates to measures in the following OHS areas: • Monitoring risk assessment and measures; • OHS training activities; • Root cause analysis in occupational accidents and follow-up for the measures to be taken in response; • OHS controls and follow-up; • Supervision and measurements in the work environment related to noise, dust, gas, vibration and lighting; • Emergency plans and drills; • Health tests and checks upon recruitment and at certain specified intervals; • Suggestions and near-miss reports; • Controlling the choice and use of the right personal protective equipment for the right work at hand; • Periodic meetings of the OHS Committee; • OHS statistics and reporting; • Controlling subcontracting companies and visitors; • Tests and checks on lifting and transmission devices. For more information www.calikdenim.com 100% Respect to the Natural Environment and People From left to right: Mehmet Akif Olgun, Cem Ozan Sarı, Elmas Özanlar 55 56 At a Glance Management Operations Sustainability Financial Tables The Environment Continuing to ramp up its sustainability-focused efforts, Gap Güneydoğu Tekstil conducts all its business operations, from the collection of raw material to manufacturing, in line with international standards and certifications meant to minimize its environmental footprint. Gap Güneydoğu Tekstil continually enhances its products that protect people and the natural environment, and prioritizes the protection of nature while pursuing its performance targets. Gap Güneydoğu Tekstil’s goal is to minimize any negative environmental impact its business activities may have and to prevent any harm to employees, customers and society that may occur from its operations. The Company takes a wide perspective on its potential environmental impacts. Under this approach, Gap Güneydoğu Tekstil carries out and supports research and development, and system, process and product improvement efforts and investments in order to manage these risks efficiently and effectively. Gap Güneydoğu Tekstil’s environmental policy includes: • Raising environmental awareness to keep the natural environment clean; • Creating a healthy and safe work environment, and avoiding occupational accidents and illnesses by taking necessary precautions; • Being mindful of legal requirements, customer requirements, and Group requirements, protecting human health and safety, and using natural resources in the right way; • Setting goals and targets to prevent pollution, to leave a green future to coming generations and to protect human health; • Leading the way for and setting an example to other textile companies in Malatya with regard to protecting the environment and human health; • Making no compromises in terms of environmental protection, and taking robust steps in order to reach our goals in preserving the quality of the air, water and soil; • Creating the right work environment with the participation of all employees, minimizing OHS related risks, and improving our management system to attain sustainability; • Reaching for the very best with the awareness that Environment = Quality = Human Health. For more information www.calikdenim.com Continuing to ramp up its sustainability-focused efforts, Gap Güneydoğu Tekstil conducts all its business operations, from the collection of raw material to manufacturing, in line with international standards and certifications meant to minimize its environmental footprint. The Company’s manufacturing facility has two sources of carbon emissions as well as units for physical, chemical, biological and slob-based treatment. Holding both Recycle and Ekoteks certifications, the facility recycles waste such as paper, nylon, cardboard, wood, cuttings and metal by dispatching these to licensed firms. Gap Güneydoğu Tekstil has also received the following certifications: •GOTS •OCS • OEKO-TEX STANDARD 100 •GRS • ISO 9001 • ISO 14001 • BCI (Better Cotton Initiative) • OHSAS 18001 Occupational Health and Safety In order to minimize the consumption of natural resources, the Company has implemented numerous projects that include the following: • Recycling waste heat from the drying machinery; • Reducing the amount of salt used in the water softening system; • Installing a recycling economizer for the waste chimney gas of the coal fired boiler; • Minimizing electricity use in lighting; • Recycling caustic agents; • Recycling indigo dye; • Administering training programs on safeguarding the environment and conserving water; • Separating and recycling waste paper in the Company’s offices; • Recycling waste machine oil and vegetable oil; • Eliminating the use of filter bags in the coal fired boiler. 57 Thanks to the “Eco-save” production method developed by the R&D Center, the Company’s manufacturing facilities now consume 65% less water and have cut waste volume by 70%. Placing a great emphasis on the natural environment and human health, Gap Güneydoğu Tekstil also shapes its production with this approach by manufacturing 100% organic GOTS (Global Organic Textile Standard) and 5-95% OCS (Organic Cotton Standard) fabric. Other eco-friendly products manufactured by the Company include: • Denim fabric produced with recycled cotton; • Denim fabric produced with recycled polyester; • “Paper Denim” fabrics produced via the transformation of waste paper into yarn; • Denim/gabardine fabrics produced with raw materials manufactured with fewer natural resources (e.g. CRAiLAR flax, linen, and the like) in line with our sustainability approach; • Denim/gabardine fabrics produced with organic materials and BCI; • Denim/gabardine fabrics produced with zero emissions and zero use of chemicals; • Natural denim/gabardine fabrics produced exclusively from completely natural raw material. 58 At a Glance Management Operations Corporate Social Responsibility & the Society The principle of creating added value for society forms the foundation of Gap Güneydoğu Tekstil’s approach to corporate social responsibility. Well aware of the necessity to continuously improve its social and environmental performance to achieve sustainable success, Gap Güneydoğu Tekstil makes significant contributions to the society at large in order to help meet its needs. These activities and efforts are primarily in the area of education, and are supported with volunteer work by the Company’s employees. Malatya Education Foundation Çalık Denim provides scholarships and support to students in need with the intermediation of the Malatya Education Foundation, which offers scholarship assistance to successful university students. Çalık Denim and all other Group companies make regular annual donations to the Foundation, which provides scholarships to students in need after performing an assessment. As part of the “Hundred Percent Support to Education” initiative, Gap Güneydoğu Tekstil sponsored the construction of the Anadolu High School section of the Mahmut Çalık Educational Complex, which opened its doors in the 2012 academic year. Located in Malatya on a 40,000 m 2 tract, the Mahmut Çalık Educational Complex will be completed in three stages. Planned to consist of a kindergarten, primary schools and a high school, the Complex will also feature dormitories for girls and boys, a gymnasium, housing for teachers, auxiliary social facilities and a conference hall. The Company’s contributions to education were not limited to the Mahmut Çalık Educational Complex. In 2014, the Company covered the lunch expenses of the Turgut Özal Special Education School, Abdulkadir Eriş Special Education School and Ali Kuşçu Special Education Center for Autistic Children – a total of 425 students each day. In 2014, the Company also donated textile products to the Turkish Red Crescent, and contributed to the protection of the environment with a tree planting project conducted employee volunteers. Sustainability Financial Tables For more information www.calikdenim.com 59 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Financial Statements As at and for the Year Ended 31 December 2014 With Independent Auditor’s Report KPMG Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi 6 April 2015 This report includes 1 pages of independent auditor’s report and 59 pages of consolidated financial statements together wtih their explanatory notes and 5 pages of supplementary information. Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Table of Contents Independent Auditor’s Report Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 1 Reporting entity 2 Basis of prepration 3 Significant accounting policies 4 Related party disclosures 5 Cash and cash equivalents 6 Disposal group held for sale 7 Financial investments 8 Trade receivables and payables 9 Other receivables and other payables 10 Inventories 11 Prepayments and deferred revenue 12 Investments in equity-accounted investees 13 Property, plant and equipment 14 Intangible assets 15 Other assets and liabilities 16 Loans and borrowings 17 Payables related to employee benefits 18 Provisions 19 Commitments and contingencies 20 Taxation 21 Capital and reserves 22 Revenue and cost of sales 23 Administrative expenses, selling, marketing and distribution expenses and research and development expenses 24 Other operating income and expenses 25 Gain from investing activities 26 Finance income/(costs) 27 Financial instruments – Fair values and risk management 28 Subsequent events Appendix: Supplementary information Page 63 64-66 67 68 69 70-128 70-71 71-72 72-89 90-92 92 93 93-94 95 96 97 98 98 99-100 101 101 102 103 103-104 105 105-110 110-111 111 112-114 114 115 115 115-123 123 124-128 INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi We have audited the accompanying consolidated financial statements of Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its subsidiaries, which comprise the consolidated statement of financial position as at 31 December 2014, the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its subsidiaries as at 31 December 2014, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards. Other matters Without qualifying our opinion, we draw attention to the following matters: Our audit was made for the purpose of forming an opinion on the consolidated financial statements taken as whole. The supplementary information included in Appendix is presented for the purposes of additional analysis and is not a required part of the basic consolidated financial statements. The US Dollar amounts presented in Appendix are solely for the convenience of the reader as additional analysis and have not been subjected to the audit procedures applied in the audit of the basic consolidated financial statements. Accordingly, we do not express an opinion on this supplementary information. Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. A member of KPMG International Cooperative Hakan Ölekli, SMMM Partner 10 April 2015 Istanbul, Turkey 64 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Financial Position as at 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) ASSETS Current assets Cash and cash equivalents Trade receivables Due from related parties Due from third parties Other receivables Due from related parties Due from third parties Inventories Derivatives Prepayments Current tax assets Other current assets Subtotal Assets held for sale Total current assets Non- current assets Financial investments Property, plant and equipment Intangible assets Other intangible assets Prepayments Deferred tax assets Total non-current assets Total assets Notes 31 December 2014 31 December 2013 5 8 4 14.529 110.650 959 109.691 144.932 23.707 121.225 133.102 361 35.145 2.857 12.291 453.867 24.657 478.524 2.793 187.727 92.899 94.828 4.641 1.081 3.560 105.484 -60.050 1.645 7.839 370.179 24.941 395.120 20.765 143.079 861 861 1.970 38.016 204.691 21.245 110.849 923 923 443 24.981 158.441 683.215 553.561 9 4 10 11 20 15 6 7 13 14 11 20 The accompanying notes form an integral part of these consolidated financial statements. For more information www.calikdenim.com 65 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Financial Position (Continued) as at 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) LIABILITIES Current liabilities Short term loans and borrowings Short term portion of long term loans and borrowings Trade payables Due to related parties Due to third parties Payables related to employee benefits Other payables Due to related parties Due to third parties Deferred revenue Current tax liabilities Short term provisions Short term employee benefits Other short term provisions Other short term liabilities Subtotal Liabilities held for sale Total current liabilities Non-current liabilities Long term loans and borrowings Long term provisions Long term employee benefits Deferred tax liabilities Total non-current liabilities Total liabilities EQUITY Equity attributable to the owners of the Company Share capital Legal reserves Other comprehensive income will never be reclassified to profit or loss Other comprehensive income that is or may be reclassified to profit or loss Accumulated losses Profit for the year Total equity attributable to the owners of the Company Total non-controlling interests Total equity Total equity and liabilities Notes 31 December 2014 31 December 2013 16 16 8 4 320.235 14.048 49.007 50 48.957 3.006 28.181 27.601 580 3.004 64 2.726 1.693 1.033 4.608 424.879 7.533 432.412 188.076 53 42.409 -42.409 2.674 124.001 123.467 534 4.281 67 1.719 1.557 162 1.980 365.260 9.399 374.659 48.798 12.110 12.110 60 60.968 493.380 -11.841 11.841 -11.841 386.500 164.740 23.094 (3) 9.759 (35.643) 11.234 173.181 16.654 189.835 683.215 164.740 22.899 (757) 9.556 (36.436) 988 160.990 6.071 167.061 553.561 17 9 4 11 20 18 15 6 16 18 20 21 21 The accompanying notes form an integral part of these consolidated financial statements. 66 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Financial Position (Continued) as at 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) Notes 22 22 22 2014 506.284 (406.812) 99.472 2013 383.649 (309.489) 74.160 General and administrative expenses Selling, marketing and distribution expenses Research and development expenses Other income Other expenses Operating profit 23 23 23 24 24 (24.559) (35.003) (6.619) 35.940 (15.205) 54.026 (20.536) (32.293) (4.447) 12.386 (13.963) 15.307 Gains from investing activities Losses from investing activities Share of loss of equity accounted investees, net of taxes Operating profit before finance costs 25 3.434 (2.691) -54.769 1.208 (208) (4.504) 11.803 -(53.529) (53.529) 1.240 (1.394) 13.163 11.769 13.009 -(29.596) (29.596) (17.793) (423) 19.401 18.978 1.185 11.234 1.775 13.009 988 197 1.185 Revenue Cost of sales Gross profit Finance income Finance costs Net finance costs Profit/(loss) before tax from continuing operations Current tax expense Deferred tax benefit Total tax benefit Profit for the year Profit for the year attributable to: Owners of the Company Non-controlling interests Net profit for the year 26 20 20 The accompanying notes form an integral part of these consolidated financial statements. For more information www.calikdenim.com 67 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Profit or Loss and Other Comprehensive Income (continued) for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) Notes 2014 2013 18 20 942 (188) (1.086) 216 11 817 765 (53) Total comprehensive income 13.744 1.132 Total comprehensive income attributable to: Owners of the Company Non-controlling interests Total comprehensive income 12.191 1.583 13.774 935 197 1.132 Other comprehensive income Items that will never be reclassified to profit or loss Defined benefit obligation actuarial differences Tax on defined benefit obligation actuarial differences Items that are or may be reclassified to profit or loss Foreign currency translation differences for foreign operations and reporting currency translation differences Total other comprehensive income The accompanying notes form an integral part of these consolidated financial statements. -- Transfers 195 -- Balances at 31 December 2014 164.740 -- Share capital increase in subsidiaries Transfers -- -- Foreign currency translation differences for foreign operations and reporting currency translation differences -- (3) -- -- 9.759 -- -- 203 -- -- 9.556 9.556 -- -- 817 -- -- 8.739 (35.643) 793 -- -- -- -- (36.436) (36.436) 33.121 (19.868) -- -- -- (49.689) Accumulated losses 11.234 (988) -- -- -- 11.234 988 988 (33.126) -- -- -- 988 33.126 Profit for the year 173.181 -- -- 203 754 11.234 160.990 160.990 -- (17.930) 817 (870) 988 177.985 Total 16.654 -- 9.000 (192) -- 1.775 6.071 6.071 -- -- -- -- 197 5.874 Non-controlling interests 189.835 -- 9.000 11 754 13.009 167.061 167.061 -- (17.930) 817 (870) 1.185 183.859 Total equity Sustainability The accompanying notes form an integral part of these consolidated financial statements. 23.094 -- 754 -- (757) (757) -- -- -- (870) -- 113 Translation reserve Operations -- -- Defined benefit obligation actuarial differences, net of tax -- -- 22.899 22.899 5 1.938 -- -- Profit for the period 164.740 -- Dividend distribution Balances at 1 January 2014 -- Foreign currency translation differences for foreign operations and reporting currency translation differences 164.740 -- Defined benefit obligation actuarial differences, net of tax -- 20.956 Legal Defined benefit obligation reserves actuarial differences Other comprehensive income that is or may be reclassified to profit or loss Management Balances at 31 December 2013 -- 164.740 Profit for the period Balances at 1 January 2013 Share capital Other comprehensive income will never be reclassified to profit or loss At a Glance Attributable to owners of the Company (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) Consolidated Statement of Changes in Equity for the Year Ended 31 December 2014 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries 68 Financial Tables For more information www.calikdenim.com 69 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Cash Flows for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) Notes Profit for the period Adjustments for depreciation and amortization Adjustments for doubtful receivables Adjustments for inventory impairment, net Adjustments for provision for long term employee benefits Adjustments for lawsuit provisions, net Adjustments for vacation pay liability Adjustment for derivative financials Adjustments for share of (profit)/ loss of equity accounted investees Dividend income Adjustments for interest expenses Rediscount interest losses, net Unrealized foreign currency (income)/loss Adjustments for tax benefit Adjustments for the losses/(gains) on sales of property and equipment, net Adjustments to reconcile cash flow generated from operating activities: Adjustments for change in inventories Adjustments for change in trade receivables Adjustments for change in other receivables Adjustments for change in restricted cash and cash equivalents Adjustments for change in payables related to employee benefits Adjustments for change in assets held for sale Adjustments for change in other assets Adjustments for change in trade payables Adjustments for change in other payables Adjustments for change in prepayments Adjustments for change in deferred income Adjustments for change in other liabilities related with operating activities Changes in working capital Collection from doubtful receivables Employee termination benefit paid Taxes paid Cash flows from operating activities A.CASH FLOWS FROM OPERATING ACTIVITIES Proceeds from sales of property and equipment and intangible assets Dividend received Dividend payment Capital injection in financial investments Share transfer in financial investments Capital injection in subsidiaries by non controlling interests Acquisition of property, plant and equipment Acquisition of intangible assets B. CASH FLOWS FROM INVESTING ACTIVITIES Interest paid Proceeds from/(repayment of ) short term loans and borrowings, net Proceeds from/(repayment of ) long term loans and borrowings, net C. CASH FLOWS FROM FINANCING ACTIVITIES D. NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS (A+B+C) E. CASH AND CASH EQUIVALENTS AT THE BEGINING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (A+B+C+E) 13,14 8 10 18 8 18 25 26 24 20 8 18 20 13 14 5 2014 13.009 13.566 506 314 1.347 871 136 (361) -(458) 27.925 166 (914) (11.769) (2.537) 41.801 (27.932) 74.575 (140.291) (1.726) 332 (1.582) (4.452) 6.598 (95.820) 23.378 (1.277) 2.625 (123.771) 1.830 (136) (2.609) (915) (124.686) 7.647 458 --480 9.000 (50.817) (16) (33.248) (28.249) 149.815 46.378 167.944 10.010 2.793 12.803 The accompanying notes form an integral part of these consolidated financial statements. 2013 1.185 14.490 2.454 296 946 33 1.557 (980) 4.504 -16.955 (17) (213) (18.978) 215 22.447 (17.124) (85.063) 87.609 -698 1.805 10.674 (9.198) 120.612 (40.427) (394) 471 92.110 --(2.300) (2.300) 89.810 468 980 (17.930) (4.376) 30 -(41.444) (27) (62.299) (13.205) (15.578) (3.565) (32.348) (4.837) 7.630 2.793 70 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 1 Reporting entity Gap Güneydoğu Tekstil Sanayi ve Ticaret A.Ş. (the “Company” or “Gap Tekstil”) was established in 1987 in Turkey. Gap Tekstil has a branch, namely Gap Güneydoğu Mersin Free Zone and it is engaged in the importation and exportation of textile products. Gap Tekstil’s registered address is as follows: Keresteciler Sitesi Fatih Caddesi Ladin Sokak No:17 Merter İstanbul/Turkey. As at 31 December 2014, Gap Tekstil has 5 (31 December 2013: 5) subsidiaries (“the Subsidiaries”), and 1 (31 December 2013:1) associate (‘’the Associate’’) (reffered to as ‘’the Group’’herein and after). The consolidated financial statements of the Group as at and for the years ended 31 December 2014 and 2013 comprise Gap Tekstil, its subsidiaries and the Group’s interest in its associate. As at 31 December 2014, the number of employees of the Group is 1.507 (31 December 2013: 1.541). As at 31 December 2014 and 2013, the subsidiaries and the associate included in the consolidation scope of Gap Tekstil, their country of incorporation and the nature of businesses and ownership rates are as follows: Company Name Type of partnership Çalık Alexandria For Readymade Garments Çalık Korea Inc. Çalık Pamuk Doğal ve Sentetik Elyaf Ticaret A.Ş. Çalık USA Gap Güneydoğu FZE Jebel Ali Free Zone Gap Türkmen-Türkmenbaşı Jeans Kompleksi Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Associate Country Egypt Korea Turkey USA UAE– Dubai Turkmenistan 2014 94,00 100,00 55,00 100,00 100,00 34,80 Ownership rate% 2013 94,00 100,00 55,00 100,00 100,00 34,80 Çalık Alexandria For Readymade Garments (“Çalık Alexandria”) Çalık Alexandria was established in 2006 in Egypt for the purpose of engaging in the business of manufacturing and marketing ready wear, yarn and textures. Çalık Korea Inc. Çalık Korea Inc. was established in 2007 for the purpose of importing and exporting textile and ready wear, and also distribution and transportation services. Gap Güneydoğu FZE Jebel Ali Free Zone (“Gap Güneydoğu FZE”) Gap Güneydoğu FZE is engaged in the trading of textile products in Dubai. Çalık Pamuk Doğal ve Sentetik Elyaf Ticaret A.Ş. (“Çalık Pamuk”) Çalık Pamuk was founded in 2011 for the purpose of conducting international cotton trade activities and rendering consultancy services in all matters related to cotton. Çalık USA Çalık USA is engaged in the trading of textile products in the USA. Gap Türkmen -Türkmenbaşı Jeans Kompleksi (“TJK”) TJK has been established as a joint venture of Gap Tekstil and the Ministry of Textiles Industry of Turkmenistan in 1995 within the frame of Turkmenistan regulations for the purpose of yarn and denim fabric production and marketing. TJK has a denim fabric and jean factory and makes domestic and foreign sales to USA and European countries. For more information www.calikdenim.com 71 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 1 Reporting entity (continued) Group reclassified assets and liabilities of foreign subsidiaries located in Egypt, Korea, and USA as “Disposal group held for sale” based on the decision made by the management and all assets and liabilities of these entities except the cash and cash equivalents have been classified as “assets held for sale” and “liabilities held for sale” in the consolidated financial statements, respectively. 2 Basis of preparation a) Statement of compliance Group entities operating in Turkey maintain their books of account and prepare their statutory financial statements in Turkish Lira (“TL”) in accordance with the accounting principles per Turkish Uniform Chart of Accounts, Turkish Commercial Code and Tax Legislation. Group’s foreign entities maintain their books of accounts and prepare their statutory financial statements in accordance with the generally accepted accounting principles and the related legislations applicable in the countries they operate. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The consolidated financial statements were approved by the Company management for the submission of the approval of General Assembly on 10 April 2015. Gap Tekstil’s General Assembly and the other regulatory bodies have the power to amend the statutory financial statements which after their issue. b) Basis of measurement The consolidated financial statements have been prepared on the historical cost basis and for the Turkish entities as adjusted for the effects of inflation that lasted by 31 December 2005, except for derivative instruments. The methods used to measure the fair values are discussed further in Note 27. c) Functional and presentation currency The accompanying consolidated financial statements are presented in TL which is Gap Tekstil’s functional currency. Except as otherwise indicated, financial information presented in TL has been rounded to the nearest thousand. The table below summarizes the functional currencies of the entities: Company Name Çalık Alexandria For Readymade Garments Çalık Korea Inc. Çalık Pamuk Doğal ve Sentetik Elyaf Ticaret A.Ş. Çalık USA Gap Güneydoğu FZE Jebel Ali Free Zone Gap Türkmen-Türkmenbaşı Jeans Kompleksi Functional currency USD USD TL USD USD USD 72 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 2 Basis of preparation (continued) d) Use of estimates and judgements The preparation of the consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Information about significant areas at estimation uncertainty and critical judgment in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are described in the following notes: • • • • • • Note 3 (f) and (g) – Useful lives of property and equipment and intangible assets Note 18 – Provisions Note 20 – Taxation Note 27 – Financial instruments – Fair values and risk management Note 10 – Impairment in value of inventories Note 8 – Allowance for doubtful receivables e) Reclassifications The Group has made certain reclassifications between cost of sales and other expenses. As a result of these reclassifications cost of sales increased by TL 11.067 and other expense decreased by TL 11.067 as at 31 December 2013. 3 Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities. a) Basis of consolidation The accompanying consolidated financial statements include the accounts of the parent company, Gap Tekstil, its subsidiaries and its associate on the basis set out in sections below. The financial statements of the entities included in the consolidation have been prepared as at the date of the consolidated financial statements. i) Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group has control over an entity when the group has power over the entity, exposure, or rights, to variable returns from its involvement with the entity and the ability to use its power over the entity to affect the amount of the Group’s returns. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The Group measures goodwill at the acquisition date as: • • • the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) a) Basis of consolidation (continued) i) Business combinations (continued) The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognised in profit or loss. Transactions costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. ii) Non-controlling interests The Group measures non-controlling interests at their proportionate share of the subsidiary’s net assets. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognised in profit or loss. iii) Subsidiaries Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. 73 74 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) a) Basis of consolidation (continued) iv) Loss of control On the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained. v) Associates (Equity-accounted investees) Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Investments in associates are accounted for using the equity method and are initially recognised at cost. The cost of investments includes transaction costs. The consolidated financial statements include the Group’s share of profit and loss and other comprehensive income of associates, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associates, the carrying amount of that interest, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee. vi) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Carrying value of shares owned by the Group and dividends arising from these shares has been eliminated in equity and profit or loss accounts. In consolidation of operating results and financial positions of subsidiaries whose functional currency is other than TL, main consolidation transactions are made such as elimination of related party balances and transactions. But, a monetary asset (or liability) of related parties regardless of short-term or long-term (except for monetary items which are part of net investment of the Group in its subsidiaries whose functional currency is different than TL) cannot be eliminated with related party liability (or related party asset) without presenting results of fluctuation of foreign currencies in consolidated financial statements. Because, a monetary item provides obligation of translation of any currency to other currency and makes the Group exposed to gain or losses arising from fluctuation of foreign currencies. Correspondingly, these kind of foreign exchange differences are recognized in profit or loss of consolidated financial statements of the Group. For more information www.calikdenim.com 75 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies(continued) b) Foreign currency i) Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments (except on impairment in which case foreign currency differences that have been recognised in other comprehensive income are reclassified to profit or loss), a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or qualifying cash flow hedges to the extent the hedge is effective. As at 31 December 2014 and 2013, foreign exchange rates are as follows: Euro/TL USD/TL 31 December 2014 2,8207 2,3189 31 December 2013 2,9365 2,1343 76 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) b) Foreign currency (continued) ii) Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to TL at exchange rates at the reporting date. The income and expenses of foreign operations are translated to TL at average exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly-owned subsidiary, then the relevant proportion of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. When the settlement of a monetary item receivable from or payable to a foreign operations is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented within equity in the translation reserve. c) Financial instruments i) Non-derivative financial assets The Group initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount is presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group classifies non-derivative financial assets into the following categories: loans and receivables, and available-for-sale financial assets. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade receivables and other receivables. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) c) Financial instruments (continued) i) Non-derivative financial assets (continued) Cash and cash equivalents Cash and cash equivalents comprise cash balances, bank deposits and other liquid assets with original maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in loans and receivables, at fair value through profit or loss and held to maturity of financial assets. The Group’s investments in equity instruments are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale equity instruments, are recognised in other comprehensive income and presented within equity in the fair value reserve, except that any instrument that does not have a quoted market price in an active market and whose fair value cannot be reliably measured is stated at cost. When an instrument is derecognised, the cumulative gain or loss in other comprehensive income is transferred to profit or loss. ii) Non-derivative financial liabilities The Group initially recognises non-derivative financial liabilities on the date that they are originated. All other financial liabilities are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. Financial assets and liabilities are offset and the net amount is presented in the consolidated statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group classifies non-derivative financial liabilities into other financial liabilities which mainly are comprise loans and borrowings, trade and other payables and due to related parties. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method. iii) Derivative financial instruments The Company enters into commodity future contracts for the purpose of avoiding price risk which is resulting from fluctuations in the price of commodities required for the final sale. This contracts are recognized as derivative instruments in the statement of financial position. The Group does not designate the derivative transaction as a hedging instrument. For that reason derivative financial instruments are measured at fair value than changes in fair value are recognized immediately in profit or loss as incurred. 77 78 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) c) Financial instruments (continued) iv) Share capital Ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. d) Property, plant and equipment i) Recognition and measurement The costs of items of property, plant and equipment of Group’s Turkish entities purchased before 31 December 2005 are restated for the effects of inflation in TL units current at 31 December 2005 pursuant to IAS 29. Property, plant and equipment purchased after this date are recorded at their historical cost. Accordingly, property, plant and equipment of the Group are carried at costs, less accumulated depreciation and impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following: • • • • cost of materials and direct labor; any other costs directly attributable to bringing the asset to a working condition for its intended use; when the Company has an obligation to remove the assets or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and capitalised borrowing costs. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the asset) is recognised in “Gains from investing activities” or “Losses from investing activities” under profit or loss. ii) Subsequent costs Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred. For more information www.calikdenim.com 79 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) d) Property, plant and equipment (continued) iii) Depreciation Items of property, plant and equipment are depreciated from the date that they are available for use or, in respect of self-constructed assets, from the date that the asset is completed and ready for use. Depreciation is calculated to write off the cost of items of property, plant and equipment using the straight-line basis over their estimated useful lives. Depreciation is generally recognised in profit or loss, unless the amount is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated. The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows: Description Land, land improvements and building Machinery and equipments Vehicles Furniture and fixtures Leasehold improvements Other tangible assets Leasehold improvements are depreciated over the shorter of the lease term and their useful lives, also on a straight-line basis. Depreciation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. Year 5-50 3-40 4-6 2-15 5-10 3-5 80 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) e) Intangible assets Intangible assets of the Group mainly consist of rights and computer software acquired by the Group, which have finite useful lives, and are measured at cost less accumulated amortisation and any accumulated impairment losses, if any. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands is recognised in profit or loss as incurred. Intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives (3-5 years), from the date that they are available for use. Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. f) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories is mainly based on the weighted average, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In case of manufactured inventories and works in progress, cost includes an appropriate share of production overheads based on normal operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and estimated costs necessary to make the sale. The provision for impairment in value of inventories was provided for slow moving and obsolete inventories with respect to sales forcasts and net realizable value estimations. g) Impairment i) Non-derivative financial assets A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that the loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the Group, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) g) Impairment (continued) i) Non-derivative financial assets (continued) Available-for sale financial assets Impairment losses on available-for-sale investment securities are recognised by reclassifying the cumulative loss that has been recognised in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss. The cumulative loss that is reclassified from other comprehensive income and recognised in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in cumulative impairment losses attributable to application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised, then the impairment loss is reversed, by the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income. For an investment in unquoted equity instruments carried at cost because their fair value cannot be measured reliably, impairment losses is not reversed. Financial assets measured at amortised cost The Group considers evidence of impairment for these assets at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics. In assessing collective impairment, the Group uses historical information on the timing of recoveries and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are such that the actual losses are likely to be greater or lesser than suggested by historical trends. An impairment loss is calculated as the difference between an asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss. Equity-accounted investees An impairment loss in respect of an equity-accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit or loss, and is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. ii) Non-financial assets The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its recoverable amount. 81 82 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) g) Impairment (continued) ii) Non-financial assets (continued) The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. Impairment losses are recognised in profit or loss. For the other assets, impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. Impairment loss is reversed when there is a change in the estimates used in the calculation of recoverable amount. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. h) Employee benefits i) Reserve for employee severance indemnity Reserve for employee severance indemnity represents the present value of the estimated future probable obligation of the Group arising from the retirement of the employees of the Group’s entities operating in Turkey and calculated in accordance with the Turkish Labour Law. It is computed and reflected in the consolidated financial statements on an accrual basis as it is earned by serving employees. The computation of the liabilities is based upon the retirement pay ceiling announced by the Government. The ceiling amounts applicable for each year of employment were TL 3,43and TL 3,25 at 31 December 2014 and 2013, respectively. IFRSs require actuarial valuation methods to be developed to estimate the entity’s obligation under defined benefit plans. The total liability for employee severance benefit was calculated by an independent actuary based on past service cost methodology using the observerable statistical market data such as mortality, inflation and interest rates or retirement pay ceilings applicable to the relevant periods and assumptions derived from the specific historic date of the Group such as retention and employee turnover rates or salary increase rates. Actuarial gains/losses are comprised of adjustment of difference between actuarial assumptions and realised and change in actuarial assumptions. As a result of the adoption of IAS 19 (2011), all actuarial differences are recognised in other comprehensive income. Reserve for employee severance indemnity is not subject to any statutory funding. ii) Vacation pay liability Short-term employee benefit obligations are consisting of reserve for the vacation pay liability due to the earned and unused vacation rights of its employees of the Group’s Turkish entities, and measured on an undiscounted basis and are recognised in profit or loss as the related service is provided. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) i) Revenue Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns and allowances and trade discounts. Revenue is recognised when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sale is recognised. Transfers of risks and rewards vary depending on the individual terms of the contract of sale but usually take place when the goods are delivered to the customers. j) Assets held for sale or distribution Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale or distribution rather than through continuing use, are classified as held for sale or distribution. Immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets and deferred tax assets, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale or distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounted investee is no longer equity accounted. k) Leases i) Leased assets Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Other leases are operating leases are not recognised on the Group’s consolidated statement of financial position. ii) Lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. 83 84 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) k) Leases (continued) iii) Determining whether an arrangement contains a lease At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. The following two criteria must be met for a “lease”: • • the fulfillment of the arrangement is dependent on the use of a specific asset or assets; and the arrangement contains a right to use the asset(s). At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group’s incremental borrowing rate. l) Finance income and finance costs Finance costs comprise interest expense on borrowings and foreign currency losses (excluding those on trade receivables and payables). Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position by each entity of the Group. m) Income tax Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries, joint ventures and associates to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) m) Income tax (continued) Deferred tax (continued) Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity. A deferred tax asset is recognised for unused tax losses, tax credits and deductable temporary differences, to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Tax exposures In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. n) Subsequent events Subsequent events represents the events after reporting date comprising any event between the reporting date and the date of authorisation for the consolidated financial statements’ issue to the benefit or loss of the entity. Conditions of subsequent events are as follows: • • to have new evidences of subsequent events as of reporting date (adjusting events after reporting date); and to have evidences of related subsequent events occurred after reporting date (non adjusting events after reporting date). The Group adjusts its consolidated financial statements according to the new condition if adjusting subsequent events arise subsequent to the reporting date. If it is not necessary to adjust the consolidated financial statements according to subsequent events, these subsequent events must be disclosed in the notes to the consolidated financial statements. 85 86 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) o) Statement of cash flows Cash flows during the period are classified and reported by operating, investing and financing activities in the cash flow statements. Cash flows from operating activities reflect cash flows mainly generated from main operations of the Group. The Group presents the cash flows from operating activities by using the indirect method such as adjusting the accruals for cash inflows and outflows from gross profit/ loss, other non-cash transactions, prior and future transactions or deferrals. Cash flows from investment activities express cash used in investment activities (direct investments and financial investments) and cash flows generated from investment activities of the Group. Cash flows relating to financing activities express sources of financial activities and payment schedules of the Group. Cash and cash equivalents comprise cash on hand and demand deposits and other bank deposits which their maturities are three months or less from date of acquisition. p) Related parties Parties are considered related to the Group if: (a) Directly, or indirectly through one or more intermediaries, the party: (i) controls, is controlled by, or is under common control with the Group (this includes parent, subsidiaries and fellow subsidiaries); (ii) has an interest in the Group that gives it significant influence over the Group; or (iii)has joint control over the Group; (b) the party is an associate of the Group; (c) the party is a joint venture/operation in which the Group is a venturer; (d) the party is member of the key management personnel of the Group and its parent; (e) the party is a close member of the family of any individual referred to in (a) or (d); (f) the party is an entity that is controlled or significantly influenced by, or for which significant voting power in such entity resides with directly or indirectly, any individual referred to in (d) or (e); (g) the party is a post-employment benefit plan for the benefit of employees of the Group, or of any entity that is a related party of the Group. A related party transaction is a transfer of resources, services or obligations between related parties, regardless of whether a price is charged. A number of transactions are entered into with related parties in the normal course of business. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) r) New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2014, and have not been applied in preparing these consolidated financial statements. IFRS 9 Financial Instruments – Classification and measurement As amended in December 2012, the new standard is effective for annual periods beginning on or after 1 January 2015. Phase 1 of this new IFRS 9 introduces new requirements for classifying and measuring financial assets and liabilities. The amendments made to IFRS 9 will mainly affect the classification and measurement of financial assets and measurement of fair value option (FVO) liabilities and requires that the change in fair value of a FVO financial liability attributable to credit risk is presented under other comprehensive income. Early adoption is permitted. The Group is in the process of assessing the impact of the standard on the consolidated financial position or performance of the Group. IAS 16 and IAS 38 – Clarification of acceptable methods of depreciation and amortisation The amendments to IAS 16 Property, Plant and Equipment explicitly state that revenue-based methods of depreciation cannot be used for property, plant and equipment. The amendments to IAS 38 Intangible Assets introduce a rebuttable presumption that the use of revenuebased amortisation methods for intangible assets is inappropriate. The amendments are effective for annual periods beginning on after 1 January 2016, and are to be applied prospectively. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. IFRS 9 Financial Instruments – Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39-(2013) In November 2013, the IASB issued a new version of IFRS 9, which includes the new hedge accounting requirements and some related amendments to IAS 39 and IFRS 7. Entities may make an accounting policy choice to continue to apply the hedge accounting requirements of IAS 39 for all of their hedging transactions. Further, the new standard removes the 1 January 2015 effective date of IFRS 9. The new version of IFRS 9 issued after IFRS 9 (2014) introduces the mandatory effective date of 1 January 2018 for IFRS 9, with early adoption permitted. The Group is in the process of assessing the impact of the standard on the consolidated financial position or performance of the Group. IFRS 9 Financial Instruments (2014) IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 “Financial Instruments Recognition and Measurement”. IFRS 9 includes revised guidance on the classification and measurement of financial instruments including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and de-recognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group is in the process of assessing the impact of the standard on the consolidated financial position or performance of the Group. 87 88 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) r) New standards and interpretations not yet adopted (continued) IFRS 14 Regulatory Deferral Accounts IASB has started a comprehensive project for Rate Regulated Activities in 2012. As part of the project, IASB published an interim standard to ease the transition to IFRS for rate regulated entities. The standard permits first time adopters of IFRS to continue using previous GAAP to account for regulatory deferral account balances. The interim standard is effective for financial reporting periods beginning on or after 1 January 2016, although early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. IFRS 15 Revenue from Contracts with customers The standard replaces existing IFRS and US GAAP guidance and introduces a new control-based revenue recognition model for contracts with customers. In the new standard, total consideration measured will be the amount to which the Group expects to be entitled, rather than fair value and new guidance have been introduced on separating goods and services in a contract and recognising revenue over time. The standard is effective for annual periods beginning on or after 1 January 2017, with early adoption permitted under IFRS. The Group is in the process of assessing the impact of the amendment on the consolidated financial position or performance of the Group. Sale or contribution of assets between an investor and its associate or joint venture (Amendments to IFRS 10 and IAS 28) The amendments address the conflict between the existing guidance on consolidation and equity accounting. The amendments require the full gain to be recognized when the assets transferred meet the definition of a “business” under IFRS 3 Business Combinations. The amendments apply prospectively for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. Equity method in separate financial statements (Amendments to IAS 27) The amendments allow the use of the equity method in separate financial statements, and apply to the accounting not only for associates and joint ventures, but also for subsidiaries. The amendments apply retrospectively for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. Disclosure Initiative (Amendments to IAS 1) The narrow-focus amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. In most cases the amendments respond to overly prescriptive interpretations of the wording in IAS 1. The amendments relate to the following: materiality, order of the notes, subtotals, accounting policies and disaggregation. The amendments apply for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. Improvements to IFRSs The IASB issued Annual Improvements to IFRSs-2012–2014 Cycle. The amendments are effective as of 1 January 2016. Earlier application is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. For more information www.calikdenim.com Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 3 Significant accounting policies (continued) r) New standards and interpretations not yet adopted (continued) Annual Improvements to IFRSs – 2012–2014 Cycle IFRS 5 Non-current Assets Held for Sale and Discontinued Operations The amendments clarify the requirements of IFRS 5 when an entity changes the method of disposal of an asset (or disposal group) and no longer meets the criteria to be classified as held-for-distribution. IFRS 7 Financial Instruments: Disclosures IFRS 7 is amended to clarify when servicing arrangement are in the scope of its disclosure requirements on continuing involvement in transferred financial assets in cases when they are derecognized in their entirety. IFRS 7 is also amended to clarify that the additional disclosures required by Disclosures: Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7). IAS 19 Employee Benefits IAS 19 has been amended to clarify that high-quality corporate bonds or government bonds used in determining the discount rate should be issued in the same currency in which the benefits are to be paid. IAS 34 Interim Financial Reporting IAS 34 has been amended to clarify that certain disclosure, if they are not included in the notes to interim financial statements, may be disclosed “elsewhere in the interim financial report” – i.e. incorporated by cross-reference from the interim financial statements to another part of the interim financial report (e.g. management commentary or risk report). 89 90 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 4 Related party disclosures Related party balances As at 31 December, the Group had the following balances outstanding from its related parties: Trade receivables Taçyıldız Örme ve Teks. San. Tic. A.Ş. Akbulut Tekstil Ticaret ve Sanayi A.Ş. Ontk Tekstil San. ve Tic. A.Ş. Anateks Anadolu Tekstil Fabrikası A.Ş.(*) Other Total Other receivables Çalık Holding A.Ş.(**) Mahmut Can Çalık Gap İnşaat Dubai FZE Çalık Enerji Dubai FZE Aktif Bank Yatırım Bankası A.Ş. Gap Pazarlama Dubai FZE Akbulut Tekstil Ticaret ve San. A.Ş. Ontk Tekstil San. ve Tic. A.Ş. Other Total 31 December 2014 31 December 2013 506 317 136 --959 481 --91.930 488 92.899 22.177 752 403 240 110 25 ---23.707 --311 166 64 96 81 143 220 1.081 Anateks Anadolu Tekstil Fabrikası A.Ş. sells the yarn which is produced by processing the cotton purchased from the Group to the other companies in the textile sector in addition to the Group Companies. As at 31 December 2014, since Anateks Anadolu Tekstil Fabrikası A.Ş. is no longer a releted party of the Group, the Group classified as other receivables third parties as at 31 December 2014. (**) As at 31 December 2014, there is no spesific maturity for the receivables due from Çalık Holding A.Ş. and the Group charges the interest to Çalık Holding A.Ş. monthly with an annual interest rate of 18%. (*) For more information www.calikdenim.com 91 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 4 Related party disclosures (continued) Related party balances (continued) 31 December 2014 31 December 2013 27 23 50 ---- 25.991 1.577 23 -10 27.601 121.525 207 200 768 767 123.467 238.421 238.421 77.340 77.340 Trade payables Gap Pazarlama A.S. Albtelecom Total Other payables Çalık Holding A.Ş. (***) Çalık Hava Taşımacılık Albtelecom Mahmut Can Çalık Other Total Loans and borrowings Aktifbank Yatırım Bankası A.Ş. As at 31 December 2014, there is no spesific maturity for the payables due to Çalık Holding and the Çalık Holding charges the interest to the Group monthly with the annual interest rate of 18% (2013: 17%). (***) No impairment losses have been recognised against balances outstanding as at 31 December 2014 (31 December 2013:None) and no allowance has been made for impairment losses on balances with the related parties. Related party transactions For the year ended 31 December, relared party transactions comprised the following: 2014 Anateks Anadolu Tekstil Fabrikaları A.Ş. Çalık Holding A.Ş. (*) Çalik Enerji Sanayi ve Ticaret A.Ş. Gap Pazarlama A.Ş. Gap Pazarlama Dubai FZE Gap İnşaat Dubai FZE Çalık Enerji Dubai FZE Atayurt Insaat A.S. Aktifbank Yatırım Bankası A.Ş. Çalik Enerji TRM Branch Çalık Hava Tasimacilik GAP Insaat Yatırım ve Dış Ticaret A.S. Lidya Madencilik Sanayi ve Ticaret A.S. Other Income 24.608 4.951 513 362 91 91 93 -------30.709 2013 Expense 3.259 16.593 -309 208 29 29 -21.940 -64 --23 42.454 Income -9.322 85 202 70 68 68 1 -----1 9.817 Expense -9.190 9 921 143 9 65 -6.882 7 68 18 2 2 17.316 92 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 4 Related party disclosures (continued) Related party transactions (continued) For the year ended 31 December 2014, the transactions with Calık Holding comprised of interest expense amounting to TL 8.934 and foreign exchange income amouting to TL 4.479, and charges of share of holding general administrative expenses amounting to TL 6.558, charges of share of holding marketing and selling expenses amounting to TL 1.101. (**) Anateks (***) Aktifbank (*) Transactions with key management personnel On a consolidated basis, key management costs included in general and administrative expenses for the year ended 31 December 2014 amounted to TL 2.034 (2013: TL 1.173). 5 Cash and cash equivalents At 31 December, cash and cash equivalents comprised the following: Cash on hand Cash at banks - Demand deposits Other Cash and cash equivalents Restricted balances(*) Cash and cash equivalents in cash flow statement (*) 31 December 2014 110 12.693 12.693 1.726 14.529 1.726 12.803 Restricted balances of the Group consists of balances deposited against cotton future transactions. The Group’s exposure to currency risks related to cash and cash equivalents are disclosed in Note 27. 31 December 2013 131 2.662 2.662 -2.793 -2.793 For more information www.calikdenim.com 93 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 6 Disposal group held for sale The Group has reclassified assets and liabilities of Çalık Alexandria, Çalık Korea and Çalık USA as “Disposal group held for sale” as the Group plans to sell its production and retail facilities of these subsidiaries. All assets and liabilities of these entities except the cash and cash equivalents have been classified as “Assets held for sale” and “Liabilities held for sale” in the financial statements, respectively. As at 31 December 2014, assets held for sale and liabilities held for sale are TL 24.657 and TL 7.532 (31 December 2013: TL 24.941 and TL 9.399), respectively, and details are as follows: Assets held for sale Property, plant and equipment Inventories Other current assets Intangible assets Prepaid expenses Other non-current assets Other receivables Liabilities held for sale Trade and other payables Loans and borrwings Other current liabilities 31 December 2014 22.373 1.592 593 46 36 17 -24.657 31 December 2013 22.171 1.529 1.160 48 6 16 11 24.941 7.329 70 134 7.533 1.003 8.291 105 9.399 As at 31 December 2014, the provisions for impairment in value of property, plant and equipment amouting to TL 4.239 (31 December 2013: TL 3.902) and in value of inventories amounting to TL 3.714 (31 December 2013: TL 3.567) were provided. 7 Financial investments At 31 December, financial investments comprised the following: Non-current assets Available-for-sale financial investments 31 December 2014 20.765 20.765 31 December 2013 21.245 21.245 31 December 2014 20.765 20.765 31 December 2013 21.245 21.245 Available-for-sale financial investments As at 31 December, available-for-sale financial investments comprised the following: Equity securities not traded in an active market 94 At a Glance Management Operations Financial Tables Sustainability Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 7 Financial investments (continued) The equity securities that are not traded in an active market comprised following: Çalık Turizm Kültür İnşaat Sanayi ve Ticaret A.Ş. Aktif Yatırım Bankası A.Ş. Ataks Tekstil Dış Ticaret A.Ş. Malatya Teknokent Teknoloji Gelişme Bölgesi A.Ş. Çalık Enerji Dağıtım Sanayi ve Ticaret A.Ş. Ayas Rafineri ve Petrokimya A.Ş. Telemed Telekom A.Ş. Other 31 December 2014 31 December 2013 Ownership rate (%) Carrying amount Ownership rate (%) Carriyng amount 6,35 17.320 6,35 17.320 0,30 2.874 0,30 2.874 3,10 200 3,10 200 5,00 125 5,00 125 0,20 9 0,20 172 --0,20 125 --0,20 108 -237 -321 20.765 21.245 Carriying amount of the available-for-sale equity instruments that does not have a quoted market price in an active market and whose fair value cannot be reliably measured is stated at cost after deducting impairment losses, if any. The movements in financial investments during the years ended 31 December 2014 and 2013 were as follows: As at 1 January Additions through capital increases Disposals (sale and redemption) As at 31 December 2014 21.245 -(480) 20.765 2013 16.899 4.376 (30) 21.245 For more information www.calikdenim.com 95 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 8 Trade receivables and payables Short-term trade receivables As at 31 December, short-term trade receivables comprised the following: Due from third parties Due from related parties(Note 4) Total 31 December 2014 109.691 959 110.650 31 December 2013 94.828 92.899 187.727 31 December 2014 74.156 20.606 15.269 1.130 111.161 (1.130) (340) 109.691 31 December 2013 70.039 11.742 13.220 2.454 97.455 (2.454) (173) 94.828 As at 31 December, short-term trade receivables comprised the following: Accounts receivables Notes receivables Cheques receivables Doubtful receivables Allowances for doubtful trade receivables (-) Discount on trade receivables (-) Total Movements of allowance for doubtful receivables for the years ended at 31 December were as follows: Balance at 1 January Allowance for the period(Note 24) Recoveries of amounts previously impaired (-)(Note 24) Foreign currency translation difference Total 31 December 2014 2.454 506 (1.830) -1.130 31 December 2013 2.832 560 (815) (123) 2.454 31 December 2014 48.957 50 49.007 31 December 2013 42.409 -42.409 31 December 2014 48.957 -48.957 31 December 2013 41.792 617 42.409 Short-term trade payables As at 31 December, short-term trade payables comprised the following: Due to third parties Due to related parties (Note 4) Total As at 31 December, due to third parties comprised the following: Accounts payables Notes payable Total The Group’s exposure to credit and currency risks related to trade receivables and payables and liquidity and currency risks of trade payables are disclosed in Note 27. 96 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 9 Other receivables and other payables Other short term receivables As at 31 December, other short-term receivables comprised the following: Due from related parties (Note 4) Receivables from tax authorities Deposits and guarantees given Other receivables(*) Total 31 December 2014 23.707 3.554 222 117.449 144.932 31 December 2013 1.081 3.381 165 14 4.641 The Group has receivables from Anateks Anadolu Tekstil Fabrikası A.Ş., a former related party of the Group, amounting to TL 116.692 as at 31 December 2014 (31 December 2013: trade receivable amounting to TL 91.930) (*) Other short term payables As at 31 December, other short-term payables comprised the following: Due to related parties (Note 4) Deposits and guarantees received Total 31 December 2014 27.601 580 28.181 31 December 2013 123.467 534 124.001 For more information www.calikdenim.com 97 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 10 Inventories As at 31 December, inventories comprised the following: Raw materials Finished goods Trading goods Semi finished goods Other inventories Allowance for impairment in value of inventories Total 31 December 2014 69.060 33.148 20.298 12.937 80 (2.421) 133.102 31 December 2013 55.989 32.042 10.266 9.229 65 (2.107) 105.484 As at 31 December 2014, total insurance coverage on inventories is TL 107.884 (31 December 2013: TL 88.095). As at 31 December 2014, there is no pledges or mortgages on inventories (31 December 2013: none). Movements of impairment in value of inventories for the years ended at 31 December were as follows: Beginning balance Current year provision Closing balance 2014 2.107 314 2.421 2013 1.811 296 2.107 For the year ended 31 December 2014, a provision for impairment in value of inventories amounting to TL 314 were provided considering the evaluation of obsolete inventories and net reliazable value (31 December 2013: TL 296). Furthermore, included the assets held for sale, there is an impairment of inventories of Çalık Alendria amounting to TL 3.714 as at 31 December 2014 (31 December 2013: TL 3.567). 98 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 11 Prepayments and deferred revenue Current prepayments As at 31 December, current portion of prepayments comprised the following: Advances given Prepaid expenses Work advances Total 31 December 2014 33.209 1.485 451 35.145 31 December 2013 59.478 257 315 60.050 31 December 2014 1.374 596 1.970 31 December 2013 -443 443 31 December 2014 3.004 3.004 31 December 2013 4.281 4.281 Non-current prepayments As at 31 December, non-current prepayments comprised the following: Advances given Prepaid expenses Total Short-term deferred revenue As at 31 December, short-term portion of deferred revenue comprised the following: Short term deferred revenue Advances received Total 12 Investments in equity-accounted investees Associates Group holds 34,8% ownership in TJK. Since the equity of equity accounted investee remains uncovered due to recurring losses, the Group’s interests in the equity accounted investees are reduced to nil. Due to the fact that the Group does not have any commitment for the equity accounted investee, incremental losses over the Group’s interests are not recognized. In case of income generation subsequent to the reporting date, excess portion of income over accumulated losses, which were not recognized, are to be accounted in the consolidated financial statements as monitored per each period-end. The Group recognized TL 4.504 losses from its investments in TJK for the year ended 31 December 2013. 272.958 104 29.527 (121.975) (6.786) 173.828 (4.694) (97) 43.689 252.122 685 23.578 (3.427) 272.958 45.994 357 2.129 42.345 -3.649 -45.994 (15) (2.353) 3.597 3.144 2.821 -- 2.281 1.190 62 (389) 3.144 Vehicles (5.255) (845) 17.255 20.719 2.128 508 18.554 1.407 777 (19) 20.719 Furniture and fixtures (10) -201 211 --- 211 ---211 Other tangible assets --31.395 20.415 45.193 (34.213) 10.609 37.872 (28.066) -20.415 Construction in progress (27) -3.823 1.587 214 2.049 1.297 290 --1.587 Leasehold improvements Construction in progress comprised of additional building and machinery and equipment constructed within the scope of governmet grants. As at 31 December 2014, there is no mortgage on property, plant and equipment (31 December 2013: none). As at 31 December 2014, net carrying amount of property, plant and equipment acquired under finance leases amounted to TL 1.151 (31 December 2013: TL 4.689). As at 31 December 2014, total insurance coverage on property, plant and equipment is TL 474.376 (31 December 2013: TL 390.756). Balance at 1 January 2014 Additions Transfers Write off of items that are fully depreciated Disposals Balance at 31 December 2014 Cost Balance at 1 January 2013 Additions Transfers Disposals Balance at 31 December 2013 Land, land improvements Machinery and buildings and equipment Movements of property, plant and equipment, and related accumulated depreciation during the years ended 31 December were as follows: 13 Property, plant and equipment (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2014 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries (131.976) (10.081) 273.788 365.028 50.817 -- 327.419 41.444 -(3.835) 365.028 Total For more information www.calikdenim.com 99 (121.975) (3.417) 96.968 47.404 60.183 76.860 (4.694) (24) 19.416 21.531 23.428 24.273 (15) (743) 1.043 1.315 1.966 2.554 1.178 623 966 420 (208) 1.178 (5.255) (800) 11.641 3.015 4.161 5.614 16.558 1.138 15.539 1.038 (19) 16.558 (10) -201 ---- 211 -- 211 --211 ---10.609 20.415 31.395 --- ----- Construction in progress (27) -1.440 590 696 2.383 891 576 707 184 -891 Leasehold improvements (131.976) (4.984) 130.709 84.464 110.849 143.079 254.179 13.490 242.955 14.376 (3.152) 254.179 Total Operations Depreciation and amortization expenses according to their function are disclosed in note 23. 212.775 9.585 204.718 10.982 (2.925) 212.775 22.566 1.568 20.814 1.752 -22.566 Furniture Other and fixtures tangible Assets Management Balance at 1 January 2014 Current year depreciation Write off of items that are fully depreciated Disposal Balance at 31 December 2014 Net carrying value at 1 January 2013 Net carrying value 31 December 2013 Net carrying value at 31 December 2014 Accumulated depreciation Balance at 1 January 2013 Current year depreciation Disposal Balance at 31 December 2013 Vehicles At a Glance Land, land improvements Machinery and buildings and equipment 13 Property, plant and equipment (continued) (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2014 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries 100 Sustainability Financial Tables For more information www.calikdenim.com 101 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 14 Intangible assets Movements of intangible assets and related accumulated amortisation during the years ended 31 December 2014 and 2013 were as follows: Rigths Other intangibles Total Cost Balance at 1 January 2013 Additions Balance at 31 December 2013 1.662 14 1.676 3.275 13 3.288 4.937 27 4.964 Balance at 1 January 2014 Additions Write off of items that are fully depreciated Disposal Balance at 31 December 2014 1.676 16 (55) -1.637 3.288 -(130) (22) 3.136 4.964 16 (185) (22) 4.773 Accumulated amortisation Balance at 1 January 2013 Current year amortisation Balance at 31 December 2013 742 79 821 3.185 35 3.220 3.927 114 4.041 Balance at 1 January 2014 Current year amortisation Write off of items that are fully depreciated Disposals Balance at 31 December 2014 Net carrying value at 1 January 2013 Net book value at 31 December 2013 Net book value at 31 December 2014 821 39 (55) -805 920 855 832 3.220 37 (130) (20) 3.107 90 68 29 4.041 76 (185) (20) 3.912 1.010 923 861 31 December 2014 11.761 530 -12.291 31 December 2013 7.806 3 30 7.839 31 December 2014 4.576 32 4.608 31 December 2013 1.781 199 1.980 There is no pledge of mortgage on intangible assets (31 December 2013: none). 15 Other assets and liabilities Other current assets Value Added Tax (“VAT”) receivables Advances given to personnel Income accruals Other short term liabilities Taxes and funds payable Other current liabilities 102 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 16 Loans and borrowings As at 31 December, loans and borrowings comprised the following: Short term loans and borrowings Short term bank borrowings Current portion of long term loans and borrowings Factoring payables Total 31 December 2014 295.182 14.048 25.053 334.283 31 December 2013 185.228 53 2.848 188.129 Long term loans and borrowings Long term bank borrowings Total 31 December 2014 48.798 48.798 31 December 2013 --- As at 31 December 2014, the terms and conditions of outstanding loans and borrowings comprised the following: Secured bank borrowings(*) Secured bank borrowings(*) Secured bank borrowings(*) Unsecured bank borrowings Unsecured bank borrowings Factoring payables Currency USD EUR TL USD TL TL 31 December 2014 Nominal interest rate (%) 3,00-10,00 8,00 13,00-17,00 4,40-8,00 13,00-14,00 14,47 Year of Maturity 2015-2016 2015 2015 2015 2015 2015 Face value 213.172 46.654 79.227 13.566 4.903 25.052 382.574 Carrying amount 213.827 46.654 79.005 13.587 4.956 25.052 383.081 Face Value 104.038 55.794 21.579 2.134 2.837 186.382 Carrying Amount 105.318 55.803 22.033 2.138 2.837 188.129 As at 31 December 2013, the terms and conditions of outstanding loans and borrowings were as follows: Secured bank borrowings(*) Secured bank borrowings (*) Unsecured bank borrowings(*) Unsecured bank borrowings Faktoring payables (*) Currency USD EUR EUR TL TL 31 December 2013 Nominal interest rate (%) 4,00-8,00 7,00 8,00-17,95 3,85 -- Year of maturity 2014 2014 2014 2014 2014 There is personal suretyship of Ahmet Çalık for bank borrowings. The repayment terms of the bank borrowings and issued bonds are as follows: 0-3 months 3-12 months 1-5 years Total 31 December 2014 160.584 173.699 48.798 383.081 31 December 2013 95.612 89.669 -185.281 For more information www.calikdenim.com 103 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 17 Payables related to employee benefits As at 31 December, payables related to employee benefits comprised the following: Due to personnel Social security premiums payable 31 December 2014 1.932 1.074 3.006 31 December 2013 1.777 897 2.674 31 December 2014 31 December 2013 1.693 1.033 2.726 1.557 162 1.719 12.110 12.110 14.836 11.841 11.841 13.560 31 December 2014 31 December 2013 1.693 1.693 1.557 1.557 12.110 12.110 11.841 11.841 31 December 2014 1.033 1.033 31 December 2013 162 162 18 Provisions As at 31 December, provisions comprised the following items: Short term provisions Short term employee benefits Other short term provisions Total short term provisions Long term provisions Long term employee benefits Total long term provisions Total provisions As at 31 December, short-term and long-term employee benefits comprised the following items: Short-term Vacation pay liability Long term Employee termination benefits As at 31 December, other provisions comprised the following items: Short-term Provision for litigations Reserve for employee severance indemnity In accordance with the existing labour law in Turkey, the Group entities operating in Turkey are required to make lump-sum payments to employees who have completed one year of service and whose employment is terminated without cause or who retire (age of 58 for women, age of 60 for men) or completed service years of 20 for women or 25 for men, are called up for military service or die. According to change of regulation, dated 8 September 1999, there are additional liabilities for the integration articles. 104 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 18 Provisions (continued) Reserve for employee severance indemnity(continued) For the years ended 31 December, the movements in the reserve for employee severance indemnity were as follows: Balance at the beginning of the year Interest cost Cost of services Paid during the year Actuarial difference Balance at the end of the year 2014 11.841 977 370 (136) (942) 12.110 2013 10.025 746 1.552 (1.568) 1.086 11.841 The reserve has been calculated by estimating the present value of future probable obligation of the Group arising from the retirement of the employees. Actuarial valuation methods were developed to estimate the Group’s obligation under defined benefit plans. Accordingly, the following actuarial assumptions were used in the calculation of the total liability: Expected rate of salary/limit increase Interest rate 2014 %7,50 %8,89 2013 %6,74 %7,96 The computation of the liability is predicated upon retirement pay ceiling announced by the Government. As at 31 December 2014, the ceiling amount was TL 3,43 thousand (31 December 2013: TL 3,25 thousand). Litigation and claims As at 31 December 2014, the expected cash outflow amount for the pending claims filed against to the Group is TL 1.033 (31 December 2013: TL 162). As at 31 December 2014, the provision for litigation and claims are mainly related to the labor cases against the Group. Pending tax audits In Turkey, the tax and other government authorities (Social Security Institution) have the right to inspect the Group’s tax returns and accounting records for the past five fiscal years. The Group has not recognised a provision for any additional taxes for the fiscal years that remained unaudited, as the amount cannot be estimated with any degree of uncertainty. The Group’s management believes that no material assessment will arise from any future inspection for unaudited fiscal years. For more information www.calikdenim.com 105 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 19 Commitments and contingencies Guarantee, pledge and mortgages (“GPM”) in respect of commitment and contingencies realised in the ordinary course of business were given as at 31 December 2014 are as follows: 31 December 2014 A Total amount of GPMs given in the name of its own legal personality B Total amount of GPMs given in the name of the consolidated subsidiaries and joint ventures - Total amount of GPMs given in the name of the consolidated subsidiaries C Total amount of GPMs given to be able to conduct ordinary business transactions to secure payables of third parties D Other GPMs given Total USD 148 Original currency Euro 500 TL 1.651 TL Equivalent Total 3.404 --- --- --- --- --148 --500 --1.651 --3.404 GPMs in respect of commitment and contingencies realised in the ordinary course of business were given as at 31 December 2013 are as follows: USD 1.148 Original currency Euro 525 TL 316 TL Equivalent Total 4.307 --- --- --- --- --1.148 --525 --316 --4.307 31 December 2013 A Total amount of GPMs given in the name of its own legal personality B Total amount of GPMs given in the name of the consolidated subsidiaries and joint ventures Total amount of GPMs given in the name of the consolidated subsidiaries C Total amount of GPMs given to be able to conduct ordinary business transactions to secure payables of third parties D Other GPMs given Total 20 Taxation Turkey Corporate income tax is levied on the statutory corporate income tax base, which is determined by modifying income for certain tax exclusions and allowances. Corporate income tax is levied at the rate of 20% (2013: 20%) and advance tax returns are filed on a quarterly basis. According to the new Corporate Tax Law, 75% (2013: 75%) of the capital gains arising from the sale of properties and investments owned for at least two years are exempted from corporate tax on the condition that such gains are kept under equity as restricted funds within five years from the date of the sale. The remaining 25% of such capital gains are subject to corporate tax. 106 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 20 Taxation (continued) There is also a withholding tax on the dividends paid and is accrued only at the time of such payments. According to the amendments in the tax legislations, which became effective from 24 April 2003, dividends that are paid to the shareholders from the profits of the years between 1999 and 2002 are immune from the withholding tax, if such profits are exempted from corporation tax bases of the companies. As per the decision no.2006/10731 of the Council of Ministers published in the Official Gazette no.26237 dated 23 July 2006, certain duty rates included in the articles no.15 and 30 of the new Corporate Tax Law no:5520 revised. Accordingly, the withholding tax rate on the dividend payments other than the ones paid to the non resident institutions generating income in Turkey through their operations or permanent representatives and the resident institutions, was increased from 10% to 15%. In applying the withholding tax rates on dividend payments to the non resident institutions and the individuals the withholding tax rates covered in the related Double Tax Treaty Agreements are taken into account. In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for taxes shown in the consolidated financial statements reflects the total amount of taxes calculated on each entity that are included in the consolidation. Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses cannot be carried back. In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within four months following the close of the accounting year to which they relate. Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue reassessments based on their findings. Transfer pricing regulations In Turkey, the transfer pricing provisions have been stated under the Article 13 of Corporate Tax Law with the heading of “disguised profit distribution via transfer pricing”. The General Communiqué on disguised profit distribution via Transfer Pricing, dated 18 November 2007 sets details about implementation. If a tax payer enters into transactions regarding sale or purchase of goods and services with related parties, where the prices are not set in accordance with arm’s length principle, then related profits are considered to be distributed in a disguised manner through transfer pricing. Such disguised profit distributions through transfer pricing are not accepted as tax deductible for corporate income tax purposes. Tax applications for foreign subsidiaries and associate of the Group Arab Republic of Egypt The applicable corporate tax rate for the subsidiaries operating in Egypt is 20% (31 December 2013: 20%). Since the Group is operating in free trade zone of Egypt, the Group is not subject to corporate tax. United Arab Emirates As at 31 December 2014, the Group has one subsidiary in the United Arab Emirates located in Dubai. There is no federal corporate tax in United Arab Emirates. However, certain taxes are implemented in different sectors in different emirates. As at 31 December 2014, the Group’s subsidiary operating in Dubai is not subject to corporate tax. For more information www.calikdenim.com 107 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 20 Taxation (continued) Regional government grants The Company has obtained regional investment incentive certificate for the capacity increase and modernizations at the yarn production facilities at 19 July 2012 and denim production facilities at 2 January 2013 in Malatya. According to these investments incentive certificates 55% of the investment is going to be compensated by the government. The government is not going to pay this balance in cash, but the tax rate applied to the income generated from this investment is going to be lower (2% instead of 20%). Since the corporate tax discount rate of the investment incentives is 90%, corporate tax rate is going to be 2%, (20% (20%*90%=2%). Hereunder, the discounted tax rate is going to be applied and the Company is going to make tax savings until the income generated from these investments reach to 55% of the investment. When the uncollected tax amount reach to the government contribution, the standart tax rate will be applied. As described at the related articles of the Announcement Regarding to the Applications of Arbitraments Concerning Government Grants at Investments (Announcement No: 2009/1) and the special terms on the investment incentive certificates, for acceptance of the inception of the investment, the Company has to invest at least 10% of the total investment amount defined at the certificate and has to apply to the Undersecretariat of Treasury and register the investment amount to the investment incentive certificate. The Company has realized the special terms of investment incentive certificate for the capacity increase and modernizations of the clothing, yarn and denim production facilities in Malatya. As at 31 December 2014, total amount of investments of the Company within the context of those investment incentive certificates is TL 67.573 with 90% investment contribution rate (31 December 2013: TL 45.439). Unused portion of the government grant amounting to TL 37.165 with 55% incentive rate has been recognised as deferred tax assets (31 December 2013: TL 24.991). Deduction of research and development The research and development deduction regulated in Income and Corporation Tax Law, the regulations are introduced under the Law no. 5746. Within the context of this law, in technology centers, research and development centers, public institutions and bodies and research and development and innovation projects supported by foundations established by law or international funds, in pre-competition cooperation projects; all innovation and research and development expenditures made by beneficiaries of technopreneurship capital support and in research and development centers which employ full time equivalent of 500 or more research and development personnel, and also half of the increase in current year’s research and development and innovation expenditures compared to previous years, are deemed as matters of allowance in the identification of public body earnings as per article 10 of the Cooperation Tax Law. Tax recognised in profit or loss Income tax expense/benefit for the years ended 31 December comprised the following items: Corporate tax expense Deferred tax benefit Tax benefit recognised in profit or loss Deferred tax benefit/(expense) recognised in other comphrensive income Total tax benefit 2014 (1.394) 13.163 11.769 (188) 11.581 2013 (423) 19.401 18.978 216 19.194 108 At a Glance Management Operations Financial Tables Sustainability Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 20 Taxation (continued) Reconciliation of effective tax rate The reported income tax benefit for the years ended 31 December are different than the amounts computed by applying statutory tax rate to profit before tax as shown in the following reconciliation: 2014 Reported profit/(loss) before taxation Taxes on reported profit per statutory tax rate of the Company Permanent differences: Disallowable expenses Tax exempt income Investment incentives effect Consolidation adjusments Effect of different tax rates in foreign jurisdictions Effect of share of profit of equity-accounted investees Others, net Tax benefit Amount 1.240 (248) (348) 1.158 12.174 -(797) -(170) 11.769 2013 % (20) Amount (17.793) 3.559 % (20) (28) 93 981 -(64) -(14) 948 (575) 1.159 17.061 (13) (2.024) (901) 712 18.978 (3) 7 50 -(11) (5) 4 60 Current tax assets/liabilities As at 31 December, current tax assets and liabilities comprised the following: Taxes on income Corporation taxes paid in advance Current tax assets/(liabilities), net 2014 (1.394) 4.187 2.793 2013 (423) 2.001 1.578 As at 31 December 2014, current tax liabilities on income amounting to TL 64 (31 December 2013: TL 67) is not offset with prepaid taxes amounting to TL 2.857 (31 December 2013: 1.645) since they are related to different tax jurisdictions. Deferred tax assets and liabilities Deferred tax is provided in respect of taxable temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for the differences relating to goodwill not deductible for tax purposes and the initial recognition of assets and liabilities which affect neither accounting nor taxable profit. Unrecognised deferred tax assets and liabilities As at 31 December 2014, there is no unregnised deferred tax assets of the Group (31 December 2013:none). For more information www.calikdenim.com 109 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 20 Taxation (continued) Deferred tax assets and liabilities (continued) Recognised deferred tax assets and liabilities Deferred tax assets and deferred tax liabilities at 31 December are attributable to the items detailed in the table below: Asset 170 507 -2.382 545 37.165 --40.769 (2.753) 38.016 Trade and other receivables Inventories Property, plant and equipment and intangible asset Employee severance indemnity Provisions Investment incentives IAS 39 effect on loans and borrowings Other temporary differences Total deferred tax assets/(liabilities) Set off of tax Deferred tax assets/(liabilities) net 2014 Liability --(2.659) ---(95) (59) (2.813) 2.753 (60) Asset 409 283 -2.525 62 24.991 344 13 28.627 (3.646) 24.981 2013 Liability --(3.646) -----(3.646) 3.646 -- Movements in deferred tax balances during the year 2014 were as follow: Trade and other receivables Inventories Property, plant and equipment and intangible asset Employee severance indemnity Provisions Investment incentives IAS 39 effect on loans and borrowings Other temporary differences Total deferred tax assets/(liabilities) 1 January 2014 409 283 (3.646) 2.525 62 24.991 344 13 24.981 Recognised in profit or loss (239) 224 987 45 483 12.174 (439) (72) 13.163 Recognised in other comprehensive income ---(188) ----(188) 31 December 2014 170 507 (2.659) 2.382 545 37.165 (95) (59) 37.956 110 At a Glance Management Operations Financial Tables Sustainability Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 20 Taxation (continued) Deferred tax assets and liabilities (continued) Movements in deferred tax balances during the year 2013 were as follow: Trade and other receivables Inventories Property, plant and equipment Intangible assets Employee severance indemnity Prepaid expenses Provisions Investment incentives Trade and other receivables IAS 39 effect on loans and borrowings Other temporary differences Total deferred tax assets/(liabilities) 1 January 2013 358 362 (4.784) -1.204 95 26 7.930 (16) 52 137 5.364 Recognised in profit or loss 51 (79) 408 730 1.105 (95) 36 17.061 16 292 (124) 19.401 Recognised in other comprehensive income ----216 ------216 31 December 2013 409 283 (4.376) 730 2.525 -62 24.991 -344 13 24.981 21 Capital and reserves Paid in capital As at 31 December 2014, the Company’s statutory nominal value of authorised and paid-in share capital is TL 164.740 (31 December 2013: TL 164.740) comprising of 164.740.000 registered shares (31 December 2013: 164.740.000) having par value of full TL 1 (31 December 2013: full TL 1) each. As at 31 December, the shareholder structure of the Company based on the number of shares is presented below: 2014 Çalık Holding A.Ş. Gap İnşaat Yatırım ve Dış Ticaret A.Ş. Çalık Enerji Sanayi ve Ticaret A.Ş. Ahmet Çalık Diğer Total TL 82.751 42.786 37.850 1.313 40 164.740 2013 % 50,23 25,97 22,98 0,82 -100 TL 82.751 42.786 37.850 1.313 40 164.740 % 50,23 25,97 22,98 0,82 -100 Legal reserves The legal reserves are established by annual appropriations amounting to 5% of income disclosed in the Group’s Turkish entities’ statutory accounts until it reaches 20% of paid-in share capital (first legal reserve). Without limit, a further 10% of dividend distributions in excess of 5% of share capital is to be appropriated to increase legal reserves (second legal reserve). The first legal reserve is restricted and is not available for distribution as dividend unless it exceeds 50% of share capital. In the accompanying consolidated financial statements, the total of the legal reserves amounted to TL 23.094 as at 31 December 2014 (31 December 2013: TL 22.899). For more information www.calikdenim.com 111 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 21 Capital and reserves(continued) Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. 22 Revenue and cost of sales For the years ended 31 December, revenue comprised the following: Domestic sales Export sales Other sales Sales discounts (-) Sales returns(-) Subtotal Cost of sales (-) Gross profit 2014 337.174 176.440 1.583 (2.662) (6.251) 506.284 (406.812) 99.472 2013 222.239 157.973 7.979 (1.711) (2.831) 383.649 (309.489) 74.160 2014 328.357 33.589 19.381 12.072 3.374 2.226 1.061 164 111 104 83 82 28 16 6.164 406.812 2013 225.966 30.905 20.905 13.055 3.030 1.366 686 221 143 132 100 49 41 29 12.861 309.489 For the years ended 31 December, cost of sales comprised the following: Changes in raw materials trading goods and auxiliary expenses Personnel expenses Lighting, gas and water expenses Depreciation and amortisation expenses Office expenses Maintenance and repair expenses Insurance expenses Travel and accommodation expenses Cleaning expenses Communication and information expenses Consultancy expenses Rent expenses Representation expenses Taxes, duties and fees other than on income Other 112 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 23 General and administrative expenses, selling, marketing and distribution expenses, and research and development expenses For the years ended 31 December, general and administrative expenses comprised the following: Personnel expenses Charges from Çalık Holding A.Ş. for participation to expenses Taxes, duties and fees other than on income Depreciation and amortisation expenses Consultancy expenses Rent expenses Travel and accommodation expenses Insurance expenses Maintenance and repair expenses Cleaning expenses Office expenses Communication and information expenses Representation expenses Other 2014 8.679 6.558 1.753 1.020 851 751 730 379 274 226 221 180 -2.937 24.559 2013 7.647 5.246 136 940 1.161 457 529 279 212 176 123 131 344 3.155 20.536 2014 6.428 6.302 4.686 4.345 1.923 1.731 1.303 1.246 1.208 1.101 407 396 296 268 184 84 3.095 35.003 2013 6.829 4.458 3.183 4.854 1.890 990 973 580 1.255 854 449 511 253 197 230 -4.787 32.293 For the years ended 31 December, selling, marketing and distribution expenses comprised the following: Personnel expenses Advertising and promotion expenses Transportation expenses Commission expenses Travel and accommodation expenses Consultancy expenses Office expenses Rent expenses Fair expenses Charges from Çalık Holding A.Ş. for participation to expenses Depreciation and amortisation expenses Representation expenses Insurance expenses Cleaning expenses Communication and information expenses Maintenance and repair expenses Other For more information www.calikdenim.com 113 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 23 General and administrative expenses, selling, marketing and distribution expenses, and research and development expenses (continued) For the years ended 31 December, research and development expenses comprised the following: Personnel expenses Travel and accommodation expenses Consultancy expenses Representation expenses Rent expenses Depreciation and amortisation expenses Communication and information expenses Maintenance and repair expenses Office expenses Cleaning expenses Other 2014 4.360 802 189 133 125 67 28 15 5 3 892 6.619 2013 3.600 271 101 52 5 46 14 ---358 4.447 2014 328.357 53.056 19.381 13.566 7.659 6.302 4.686 4.345 3.619 4.903 2.599 2.204 2.854 1.769 1.736 1.208 496 557 -13.696 472.993 2013 225.966 48.981 20.905 14.490 6.100 4.458 3.183 4.854 2.911 4.126 1.578 1.091 2.352 165 1.218 1.255 507 948 1.857 19.820 366.765 For the years ended 31 December, expenses by nature comprised the following: Raw materials and auxiliary expenses ve changes in trading goods Personnel expenses Lightning, gas and water expenses Depreciation and amortisation expenses Charges from Çalık Holding A.Ş. for participation to expenses Advertising and promotion expenses Transportation expenses Commission expenses Travel and accommodation expenses Office expenses Maintenance and repair expenses Rent expenses Consultancy expenses Taxes, duties and fees other than on income Insurance expenses Fair expenses Communication and information expenses Represantation expenses Donations Other 114 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 23 General and administrative expenses, selling, marketing and distribution expenses, and research and development expenses (continued) For the years ended 31 December, personnel expenses comprised the following: Wages and salaries Social security expenses Severance expenses Premiums Provision for vacation pay liability Other personnel expenses 2014 42.790 5.221 1.368 1.045 136 2.496 53.056 2013 36.410 4.676 1.568 4.274 1.557 496 48.981 2014 12.072 1.020 407 67 13.566 2013 13.055 940 449 46 14.490 2014 2013 22.400 7.570 2.868 1.830 194 1.078 35.940 6.827 -4.224 815 146 374 12.386 2014 10.652 2.768 871 506 166 -242 15.205 2013 2.989 3.998 33 560 85 6.280 18 13.963 For the years ended 31 December, depreciation and amortisation expenses comprised the following: Cost of sales General and administrative expense Selling, marketing and distribution expense Research and development expense 24 Other income and expenses For the years ended 31 December, other income comprised the following: Interest income from related parties Foreign exchange gains, net Catering income Collection from doubtful receivables Insurance claim income Other income from operating activities For the year ended 31 December, other operating expenses comprised the following Interest expense to related parties Cost of catering services Lawsuit provision expenses Provision for doubtful receivables Rediscount interest expense Foreign exchange losses,net Other expense from operating activities For more information www.calikdenim.com 115 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 25 Gains from investing activities For the years ended 31 December, gains from investing activities comprised the following: Gain on sale of property, plant and equipment Dividend income Other 2014 2.930 458 46 3.434 2013 215 980 13 1.208 2014 27.925 22.195 654 2.755 53.529 2013 16.955 6.856 3.566 2.219 29.596 26 Finance income and finance costs For the years ended 31 December, finance costs comprised the following: Interest expense on borrowings Foreign exchange losses on borrowings, net Factoring expenses Other finance costs Total 27 Financial instruments – Fair values and risk management Financial risk management Overview The Group has exposure to the following risks from its use of financial instruments: • • • credit risk liquidity risk market risk This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risks, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. Risk management framework Risk management activities are conducted by a realistic organizational structure and it is fully supported with the commitment of top level management. Group acts proactively in terms of risk management in order to ensure that its business operations in different industries and regions are not adversely affected as a result of market, operational, liquidity and counterparty risks. Risk Management and internal audit departments within Çalık Holding A.Ş. and at the Group level provide and maintain awareness for different types of risks, including emerging risks, and ensure that appropriate risk management mechanisms are in place. 116 At a Glance Management Operations Financial Tables Sustainability Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Credit risk: Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities. The Group’s principal financial assets are cash and cash equivalents, financial investments, trade receivables and other receivables. The Group requires a certain amount of collateral in respect of its account receivable. Credit evaluations are performed on all customers requiring credit over a certain amount on individual level. At reporting date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the consolidated statement of financial position. 31 Aralık 2014 Maximum credit risk exposure at reporting date (A+B+C+D) Portion of maximum risk covered by guarantees A. Carrying value of financial assets that are neither past due nor impaired B.Carrying value of financial assets that are past due but not impaired C. Carrying value of impaired assets Past due (gross carrying amount) Impairment (-) The part of net value under guarantee with collateral etc Not past due (gross carrying amount) Impairment (-) D. Elements including credit risk on off satatment of financial position 31 Aralık 2013 Maximum credit risk exposure at reporting date (A+B+C+D) Portion of maximum risk covered by guarantees A. Carrying value of financial assets that are neither past due nor impaired B.Carrying value of financial assets that are past due but not impaired C. Carrying value of impaired assets Past due (gross carrying amount) Impairment (-) The part of net value under guarantee with collateral etc Not past due (gross carrying amount) Impairment (-) D. Elements including credit risk on off satatment of financial position Receivables Trade receivables Other receivables Related party Third party Related party Third party Cash at banks Derivatives 959 -- 109.691 -- 23.707 -- 121.225 -- 14.689 -- 361 -- 959 107.648 23.707 4.533 14.689 361 ----- 2.043 -1.130 (1.130) ----- 116.692 ---- ----- ----- ---- ---- ---- ---- ---- ---- -- -- -- -- -- -- Receivables Trade receivables Other receivables Related party Third party Related party Third party Cash at banks Derivatives 92.899 -- 94.828 -- 1.081 -- 3.560 -- 2.662 -- --- 92.899 94.828 1.081 3.560 2.662 -- ----- --2.454 (2.454) ----- ----- ----- ----- ---- ---- ---- ---- ---- ---- -- -- -- -- -- -- For more information www.calikdenim.com 117 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Credit risk (continued) Impairment losses The aging of trade receivables at the reporting date was: 2014 Not past due Past due 0-30 days Past due 31-120 days Past due 121-365 days More than one year Total Gross 108.607 --2.043 1.130 111.780 2013 Impairment ----(1.130) (1.130) Gross 197.727 ---2.454 190.181 Impairment ----(2.454) (2.454) Liquidity risk Liquidity risk arises in the general funding of the Group’s activities and in the management of positions. It includes both risk of being unable to fund assets at appropriate maturities and rates and risk of being unable to liquidate an asset at a reasonable price and in an appropriate time frame. The Group has access to funding sources from banks and keeps certain level assets as cash and cash equivalents. The Group continuously assesses liquidity risk by identifying and monitoring changes in funding required in meeting business goals and targets set in terms of the overall Group strategy. 118 At a Glance Management Operations Financial Tables Sustainability Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Liquidity risk (continued) As at 31 December, the followings are carrying amounts, contractual cash flows and the contractual maturities of financial liabilities are as follows: 2014 Non-derivative financial liabilities Loans and borrowings Trade payables-due to related parties Trade payables-due to third parties Other payable-due to related parties Other payable-due to third parties 2013 Non-derivative financial liabilities Loans and borrowings Factoring payables Trade payables-due to related parties Trade payables-due to third parties Other payable-due to related parties Other payable-due to third parties Carrying amount Contractual cash flows 3 months or less 3-12 Months 1-5 Years More than five year 383.081 50 48.957 27.601 580 460.269 393.206 50 48.957 27.601 580 470.394 179.007 50 48.957 27.601 580 256.195 159.420 ----159.420 54.779 ----54.779 ------- Carrying amount Contractual cash flows 3 months or less 3-12 Months 1-5 Years More than five year 185.281 2.848 -42.409 123.467 534 354.539 189.605 2.848 -42.409 123.467 534 358.863 117.694 2.848 -42.409 123.467 534 286.952 71.911 -----71.911 -------- -------- Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Currency risk The Group is exposed to currency risk through the impact of rate changes on the translation of foreign currency denominated payables and bank borrowings from financial institutions. The currencies in which these transactions primarily are denominated are Euro and USD. Such risk is monitored by the Board of Directors and limited through taking positions within approved limits as well as using derivative instruments where necessary. In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. To minimise risk arising from foreign currency denominated statement of financial position items, the Group sometimes utilises derivative instruments as well as keeping a part of its idle cash in foreign currencies. For more information www.calikdenim.com 119 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Currency risk (continued) 31 December 2014 Cash and cash equivalents Trade receivables Other receivables Total foreign currency monetary assets Borrowings Trade payables Other payables Total foreign currency liabilities Net statement of financial position Off balance sheet derivative assets denominated in foreign currency Off balance sheet derivative liabilities denominated in foreign currency Net off statement of financial position Net foreign currency position TL Equivalent 12.211 66.842 22.903 101.956 274.068 34.612 7.046 315.726 (213.770) 14.471 USD 1.365 13.495 9.862 24.722 98.070 12.168 872 111.110 (86.388) 6.240 EUR 3.206 12.603 12 15.821 16.540 2.267 1.781 20.588 (4.767) -- Other Currencies ----------- (1.698) 12.773 (200.997) (732) 5.508 (80.880) --(4.767) ---- 31 December 2013 Cash and cash equivalents Trade receivables Other receivables Total foreign currency monetary assets Borrowings Trade payables Other payables Total foreign currency liabilities Net position TL Equivalent 1.991 64.366 849 67.206 163.259 22.160 81.655 267.074 (199.868) USD 235 10.267 388 10.890 50.347 2.772 46.354 99.473 (88.583) EUR 507 14.458 7 14.972 19.003 5.531 (5.884) 18.650 (3.678) Other Currencies -----1 -1 (1) 120 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Sensitivity analysis A 10% strengthening/weakening of the TL against the other currencies below would have increased/ (decreased) the comprehensive income and profit/loss (excluding the tax effect) as of 31 December 2014 and 2013 as follows 31 December 2014 Increase/(decrease) 10% of US Dollar parity 1-US Dollar net asset/liability 2-Hedged portion of US Dollar amounts(-) 3-Net effect of US Dollar (1+2) Increase/(decrease) 10% of EUR parity 4-EUR net asset/liability 5-Hedged portion of EUR amounts(-) 6-Net effect of EUR (4+5) Increase/(decrease) 10% of other parities 7-Other foreign currency net asset/liability 8-Hedged portion of other foreign currency amounts(-) 9-Net effect of other foreign currencies (7+8) TOTAL (3+6+9) 31 December 2013- Increase/(decrease) 10% of US Dollar parity 1-US Dollar net asset/liability 2-Hedged portion of US Dollar amounts(-) 3-Net effect of US Dollar (1+2) Increase/(decrease) 10% of EUR parity 4-EUR net asset/liability 5-Hedged portion of EUR amounts(-) 6-Net effect of EUR (4+5) Increase/(decrease) 10% of other parities 7-Other foreign currency net asset/liability 8-Hedged portion of other foreign currency amounts(-) 9-Net effect of other foreign currencies (7+8) TOTAL (3+6+9) Profit/(Loss) Weakening of TL Strengthening of TL (18.755) -(18.755) 18.755 -18.755 (1.345) -(1.345) 1.345 -1.345 ---- ---- (20.100) 20.100 Profit/(Loss) Weakening of TL Strengthening of TL (18.906) -(18.906) 18.906 -18.906 (1.080) -(1.080) 1.080 -1.080 ---- ---- (19.986) 19.986 For more information www.calikdenim.com 121 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Interest rate risk The Group’s operations are subject to the risk of interest rate fluctuations to the extent that interest-earning assets and interest-bearing liabilities mature or reprise at different times or in differing amounts. In the case of floating rate assets and liabilities the Group is also exposed to basis risk, which is the difference in reprising characteristics of the various floating rate indices, such as six months Libor and different types of interest. Risk management activities are aimed at optimizing net interest income, given market interest rate levels consistent with the Group’s business strategies. Profile As at 31 December, the interest rate profile of the Group’s interest-bearing financial instruments was as follows: Fixed rate instruments Financial assets Financial liabilities 2014 2013 138.768 409.072 121.525 188.129 Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss and the Group does not designate derivatives (interest rate swaps) as hedging instruments under fair value hedge accounting model. Therefore, a change in interest rate as of the reporting date would not affect profit or loss and equity. Capital management The Group’s objectives when managing capital include: • • • to comply with the capital requirements required by the regulators of the financial markets where the Group operates; to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and to provide an adequate return to shareholders. The Group’s debt to equity ratio at the end of year was as follows: Total liabilities Less: cash and cash equivalents Less: deferred revenue Net debt 2014 493.380 14.529 3.004 475.847 2013 386.500 2.793 4.281 379.426 Equity Debt to equity ratio at 31 December 189.835 2,51 167.061 2,27 122 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Fair value information Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or in its absence, the most advantageous market to which the Group has access at that date. When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted market price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. 31 December 2014 Carrying amount Fair value 31 December 2013 Carrying amount Fair value Loans and receivables Cash and cash equivalents Trade receivables Derivatives Other receivables Total assets 14.529 110.650 361 144.932 270.472 14.529 110.650 361 144.932 270.472 2.793 187.727 -4.641 195.161 2.793 187.727 -4.641 195.161 Financial liabilities Borrowings Trade payables Other payables Total liabilities 383.081 49.007 28.181 460.269 383.081 49.007 28.181 460.269 188.129 42.409 124.001 354.539 188.129 42.409 124.001 354.539 The Group estimated that the carrying values of financial assets and liabilities approximate their fair values due to their short-term nature. Fair value hierarchy The fair value hierarchy consists of three levels, depending upon whether fair values are determined based on quoted prices in an active market (Level 1), valuation techniques with observable inputs (Level 2) or valuation techniques that incorporate inputs which are unobservable and which have significant impact on the fair value of the instrument (Level 3): The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements. • Level 1: This category includes inputs that are quoted market prices (unadjusted) in active markets for identical instruments. These are instruments where the fair value can be determined directly from prices which are quoted in active, liquid markets and where the instrument observed in the market is representative of that being priced in the Group’s portfolio. For more information www.calikdenim.com 123 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Notes to Consolidated Financial Statements as at and for the Year Ended 31 December 2014 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 27 Financial instruments – Fair values and risk management (continued) Fair value information (continued) Fair value hierarchy (continued) • Level 2: This category includes inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data. • Level 3: This category includes all instruments where the valuation technique uses inputs based on unobservable data, which could have a significant effect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant, unobservable adjustments or assumptions are required to reflect differences between instruments. Unobservable in this context means that there is little or no current market data available from which the price at which an arm’s length transaction would be likely to occur can be derived. Financial instruments measured at fair value The table below analyses financial instruments measured at fair value, by the level in the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the consolidated statement of financial position. 31 December 2014 Financial assets Derivatives 28 Subsequent events None. Level 1 Level 2 Level 3 Total --- 361 361 --- --- 124 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Supplementary Information Convenience Translation to USD 31 December 2014 Appendix: Supplementary information The USD amounts shown in the consolidated statement of financial position and consolidated statement of profit or loss and other comprehensive income on the following pages have been included solely for the convenience of the reader. For the current period’s consolidated financial statements, USD amounts are translated from TL consolidated financial statements using the official TL exchange rate of 2,3189 TL/USD prevailing on 31 December 2014 and TL consolidated statement of profit or loss and other comprehensive income using TL average exchange rate of 2,1863 TL/USD prevailing on for the year ended 31 December 2014. For the prior year’s financial statements, USD amounts are translated from TL financial statements using the official TL exchange rate of 2,1343 TL/USD prevailing on 31 December 2013 and TL consolidated statement of profit or loss and other comprehensive income using TL average exchange rate of 1,9033 TL/USD prevailing on for the year ended 31 December 2013. Such translation should not be construed as a representation that the TL amounts have been converted into USD pursuant to the requirements of IFRSs or Generally Accepted Accounting Principles in the United States of America or in any other country. For more information www.calikdenim.com 125 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Financial Position As at 31 December 2014 (Amounts expressed in thousands of USD unless otherwise stated.) Appendix: Supplementary information (continued) ASSETS Current assets Cash and cash equivalents Trade receivables Due from related parties Due from third parties Other receivables Due from related parties Due from third parties Inventories Derivative Prepayments Current tax assets Other current assets Subtotal Assets held for sale Total current assets Non- current assets Financial investments Investments in equity-accounted investees Property, plant and equipment Intangible assets Other intangible assets Prepayments Deferred tax assets Total non-current assets Total assets 31 December 2014 31 December 2013 6.265 47.717 414 47.303 62.500 10.223 52.277 57.399 156 15.156 1.232 5.300 195.725 10.633 206.358 1.309 87.957 43.527 44.430 2.174 506 1.668 49.423 -28.136 771 3.673 173.443 11.686 185.129 8.955 -61.701 371 371 850 16.394 88.271 9.954 -51.937 432 432 208 11.705 74.236 294.629 259.365 126 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Financial Position (continued) As at 31 December 2014 (Amounts expressed in thousands of USD unless otherwise stated.) Appendix: Supplementary information (continued) LIABILITIES Short term liabilities Short term loans and borrowings Short term portion of long term loans and borrowings Trade payables Due to related parties Due to third parties Employee benefit liabilities Other payables Due to related parties Due to third parties Deferred revenue Current tax liabilities Short term provisions Short term employee benefits Other short term provisions Other short term liabilities Subtotal Liabilities held for sale Total short term liabilities Long term liabilities Long term loans and borrowings Long term provisions Long term employee benefits Deferred tax liabilities Total long term liabilities Total liabilities EQUITY Equity attributable to the owners of the Company Share capital Legal reserves Other comprehensive income will never be reclassified to profit or loss Other comprehensive income that is or may be reclassified to profit or loss Accumulated losses Profit for the year Total equity attributable to the owners of the Company Total non-controlling interests Total equity Total equity and liabilities 31 December 2014 31 December 2013 138.098 6.058 21.134 22 21.112 1.296 12.153 11.903 250 1.296 28 1.176 730 446 1.991 183.230 3.248 186.478 88.121 25 19.870 -19.870 1.253 58.099 57.849 250 2.006 31 806 730 76 927 171.138 4.404 175.542 21.043 5.222 5.222 26 26.291 212.769 -5.548 5.548 -5.548 181.090 92.415 10.818 (175) (17.379) (16.642) 5.138 74.175 7.685 81.860 294.629 92.415 10.729 (520) (10.640) (17.072) 519 75.431 2.844 78.275 259.365 For more information www.calikdenim.com 127 Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2014 (Amounts expressed in thousands of USD unless otherwise stated.) Appendix: Supplementary information (continued) Revenue Cost of sales Gross profit General and administrative expenses Selling, marketing and distribution expenses Research and development expenses Other income Other expenses Operating profit Gains from investing activities Losses from investing activities Share of loss of equity accounted investees, net of taxes Operating profit before finance costs Finance income Finance costs Net finance costs Profit/(loss) before tax from continuing operations Current tax expense Deferred tax benefit/(expense) Total tax benefit Profit for the year Total profit attributable to: Owners of the Company Non-controlling interests Net profit for the year 2014 231.571 (186.073) 45.498 2013 201.570 (162.607) 38.963 (11.233) (16.010) (3.027) 16.439 (6.955) 24,712 (10.790) (16.967) (2.336) 6.508 (7.336) 8.042 1.571 (1.231) -25.052 635 (109) (2.366) 6.202 -(24.483) (24.483) 569 (639) 6.020 5.381 5.950 -(15.550) (15.550) (9.348) (222) 10.193 9.971 623 5.138 812 5.950 519 104 623 128 At a Glance Management Operations Sustainability Financial Tables Gap Güneydoğu Tekstil Sanayi ve Ticaret Anonim Şirketi and its Subsidiaries Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2014 (Amounts expressed in thousands of USD unless otherwise stated.) Appendix: Supplementary information (continued) 2014 2013 431 (86) (569) 112 Items that are or may be reclassified to profit or loss Foreign currency translation differences for foreign operations and reporting currency translation differences (6.734) 3.464 Total other comprehensive income (6.389) 3.007 (439) 3.630 (1.251) 812 (439) 3.526 104 3.630 Other comprehensive income Items that will never be reclassified to profit or loss Defined benefit obligation actuarial differences Tax on defined benefit obligation actuarial differences Total comprehensive income Total comprehensive income attributable to: Owners of the Company Non-controlling interests Total comprehensive income Contents Gap Güneydoğu Tekstil at a Glance 02 06 08 12 16 Gap Güneydoğu Tekstil in Brief Key Financial and Operational Indicators Milestones Our Mission, Vision and Values Certifications Management 18 22 24 28 Message from the Chairman Board of Directors Message from the General Manager Senior Management Operations 32 38 42 48 Production Sales & Marketing Investments Research & Development and Product Development Sustainability 52 54 56 58 Human Resources Occupational Health & Safety The Environment Corporate Social Responsibility & Society Financial Tables 61 Independent Audit Report, Financial Tables and Footnotes Head Office Keresteciler Sitesi, Fatih Cad. Ladin Sok. No: 17 34169 Merter, Istanbul T: +90 (212) 459 26 26 pbx F: +90 (212) 677 41 17 www.calikdenim.com/tr Factory Gap Güneydoğu Tekstil San. ve Tic. A.Ş. 1. Organize Sanayi Bölgesi 2. Cadde No: 6 44900 Yeşilyurt, Malatya T: +90 (422) 237 54 18 F: +90 (422) 237 54 17