2005 Annual Report
Transcription
2005 Annual Report
Annual Report 2005 Fikret Mualla, The Square-Paris, 1952 Fikret Mualla The artist Fikret Mualla left an impact on the world of art not only with his paintings but also with the story of his tragic life, ending on July 20, 1967, in France, where he was buried in a Paris cemetery reserved for the unclaimed. Born in 1903 in Istanbul, Fikret Mualla attended the French teaching Saint Joseph and Galatasaray high schools. Going to Germany to study engineering, Mualla drifted toward art and soon his works began to be published in various German magazines. On his return to Turkey in 1930, Fikret Mualla worked as an art teacher at Galatasaray High School and at the Secondary School in Ayval›k. During this period, he also designed costumes for the operettas "Lüküs Hayat," "Deli Dolu," and "Saz Caz" performing at the Istanbul Municipal Theater. Preparing designs for "Yeni Adam" magazine as well, the artist in addition illustrated Naz›m Hikmet’s book of poetry, "Varan 3." Undergoing treatment at Bak›rköy Mental Hospital in 1936, the artist, upon the suggestion of the artist Abidin Dino, later painted 30 scenes of Istanbul as his contribution to the World Art Exhibition that was to be held in New York. When some of the designs he created for the magazine "Ses" in 1939 were found to be obscene, he was brought to court and later acquitted, after which he went to Paris and settled there. Treated for mental illness several times more as a result of the emotional upheavals of the war years, homesickness, alcohol addiction and the police phobia that caused him great suffering, the artist held his first personal exhibit in Paris in 1954. This was followed by a second exhibit the next year. Living his life under the patronage of various art connoisseurs, Fikret Mualla was cared for after the stroke he suffered in 1962 until the end of his life, by Madam Angles whom he had met at the end of the 1950s. Creating a synthesis of fauvism with the deep colorist impressionism he employed in his works, Fikret Mualla transferred the streets of Paris, its cafés and amusement spots onto his canvas using gouache technique, watercolors and oils. Not interested in the basic issues of art and artistic trends, the artist developed a lyric narrative in his work, enriched with the flavor of his own inner emotions. Fikret Mualla’s remains were brought back to Turkey in 1974 and buried in the Karacaahmet Cemetery. His paintings, brought up to be auctioned in Paris, were officially acquired by the Turkish State and placed in the Fikret Mualla Room at the Ankara Museum of Painting and Sculpture. CONTENTS Financial Highlights 01 GSD Bank in Brief 02 The GSD Group in Brief 03 Message from the Board of Directors 04 The Turkish Economy 07 Review of Operations 11 Board of Directors 20 Executive Management 22 Auditors’ Report, Financial Statements, and Notes to Financial Statements 25 Directory GSD Bank‘s financial highlights (YTL thousands) 2005 43,595 58,030 81,067 25,650 46,615 2,857 39.24% Cash Loans Non-Cash Credits Total Assets Funds Borrowed From Banks Shareholders’ Equity Net Profit Capital Adequacy Ratio (BIS) 2004 50,197 57,397 73,227 24,155 43,361 2,409 41.87% Total Assets (%) Loans & Advances 59% Deposits with Banks 9% Investment Securities 10% Lease Receivables 6% Trading Securities 8% Other Assets 8% 01 GSD BANK ANNUAL REPORT 2005 GSD Bank in brief Since its establishment, GSD Bank has built long-term relationships with its customers by instilling confidence in them through tailormade and customer-focused solutions. GSD Bank was founded as a non-deposit-taking bank in 1999 with a focus on domestic and international trade finance. This focus differentiates GSD Bank from other privatelyowned non-deposit-taking banks. GSD Bank is a whollyowned subsidiary of GSD Holding, a prominent name internationally which is active in foreign trade and financial services with well-known and reputable subsidiary companies under its umbrella. • As a relatively new bank, GSD Bank’s main target since its inception has been growth. Having weathered economic crises soon after its foundation, the Bank has sustained consistent and controlled growth. • In accordance with the GSD Group’s policies, prudent approaches have been adopted in all activities, most notably in credit allocation and risk management. • GSD Bank places high priority on attaining and maintaining financial strength and sufficient levels of liquidity at all times. The capability to adapt to changing economic conditions and emphasis on liquidity has enabled the 02 management to maneuver the Bank successfully through troubled times. • Due to the managerial skills of its highly experienced executive team, GSD Bank has achieved a cost effective structure and has continuously enhanced its competitive stance in the marketplace. Sound decision-making and effective implementation of policies go hand in hand at GSD Bank. • Since its establishment, GSD Bank has built long-term relationships with its customers by instilling confidence in them through tailor-made and customer-focused solutions. The importance given to customer satisfaction has made GSD Bank a much sought after and reliable partner. • With the aim of operating as a reputed niche player in Turkey’s banking industry, GSD Bank’s specialized products and services are among the best on offer. The GSD Group in brief GSD Holding was founded in 1996 to coordinate and oversee the activities of the GSD Group of companies and to help establish a common corporate culture across the Group. GSD Holding is also responsible for establishing major operational guidelines and setting the standards for enterprise risk management and corporate governance. It is a strong advocate of the concepts of customer focus and higher service quality in all business lines. This philosophy is effectively communicated to all its subsidiaries and affiliates and unwavering adherence to these tenets is expected from all Group companies and staff members. Today, in addition to foreign trade-related services via GSD Foreign Trade, the GSD Group is active in almost all areas of financial services: Banking with Tekstilbank and GSD Bank, financial leasing with Tekstil Leasing, domestic and international factoring with Tekstil Factoring, investment banking and capital market brokerage services with Tekstil Securities, insurance brokerage with GSD Insurance, Key Consolidated Financial Figures of GSD Holding (YTL millions) Total Assets Shareholder's Equity Net Profit M. Turgut Y›lmaz Founder and Chairman of GSD Holding 2005 2,362 236 16.6 2004 1,795 184 9.4 Figures are extracted from financial statements prepared in accordance with IFRS, in equivalent purchasing power as at December 31, 2005. The GSD Group is active in almost all areas of financial services through its banking, leasing, factoring, and brokerage subsidiaries as well as in foreign trade. off-shore banking with The Euro Textile Bank Offshore Ltd. and international financial services with GSD International Limited. Additionally, aware of its social responsibilities, the GSD Group is active in philanthropic activities through GSD Educational Foundation building schools across the country. At the end of 2005, the GSD Group’s consolidated assets amounted to YTL 2.36 billion, 92% of which was accounted for by the financial subsidiaries’ assets. The growth in the financial services segment helped boost the Group’s overall profitability. The GSD Group’s growth strategy is based on providing intermediary services to commercial activity, rather than competing in industrial production. It has adopted a prudent management approach, giving priority to growth by equity rather than through borrowing. Therefore, sustainable profitability is the main pillar of the Group’s investment strategy. In its investments, the Group attaches priority to specialization over diversification, thus allowing resources to be channeled into businesses where strategic strength and expertise can be accumulated. Breakdown of net profit and assets by field of activity within the GSD Group Banking Factoring Foreign Trade Leasing Holding Eliminations Total Share in Net Profit (%) 68 20.1 17.3 3.5 (8.6) (0.3) 100 Share in Total Assets (%) 88.0 3.6 9.4 1.8 1.7 (4.5) 100 One of the major highlights for the year was the GSD Holding’s decision to increase its capital in December 2005 in cash from YTL 80 million to YTL 120 million. In the beginning of 2006, GSD Holding’s capital was further increased in cash to YTL 200 million. Maximizing shareholders’ value has always been an indispensable goal for the GSD Group. It believes that maintaining a satisfactory return on equity is the real measure of its performance. Nearly all of GSD Holding shares have been publicly traded on the Istanbul Stock Exchange (ISE) since 1999, which makes GSD Holding a truly public company. 03 GSD BANK ANNUAL REPORT 2005 Message from the Board of Directors It is always useful to look back from time to time to assess past events and our performance and learn from these experiences in order to blaze a better trail in front of us. The end of each year, when we prepare our annual report, provides us with this opportunity. Some of the major developments making up the agenda of the world economy during 2005 were the rising oil prices, China’s spectacular growth in conquering the world economically, the excess liquidity in global markets, a series of natural disasters with the worst being the earthquake in Kashmir, Iran’s threatening nuclear row, and the on-going war in Iraq. Amid these events, some of which were close to our borders, Turkey fared well both politically and economically, fuelled by the optimism created after the official start of the EU accession talks. The economic growth concurrent with a highly successful disinflation program is especially worthy of mention. After many decades of negligible foreign direct investments, restored political and economical stability helped Turkey attract foreign capital in almost all industries, with the banking sector at the forefront. As many foreign banks are entering Turkey, they are establishing a solid footing in our country. Some of the leading foreign banks are acquiring majority or minority shares in local banks and are here to change the Turkish banking scene forever. We believe competition among banks will increase further in a low inflation environment with narrowed profit margins. Generally speaking, this intensified competition will benefit not only bank customers and all the economic players involved, but will also aid the banks by helping them control costs and forcing them to launch new products and services to strengthen their market positions. While looking ahead with confidence, the widening current account deficit and chronic unemployment issues are two threatening factors that may turn things sour in the future. We believe continued dedication to the IMF-sponsored economic program will help alleviate any forthcoming problems resulting from these issues in the days ahead. In 2005, GSD Bank achieved solid financial and operational results further strengthening its position as a niche player within the banking industry. Favorable financial and operational results GSD Bank maintained its usual wise stance in 2005, managing its balance sheet with utmost care in light of economic 04 developments in Turkey and internationally. We succeeded in augmenting our total loans to assets ratio to 59%. We continued pursuing prudent policies in risk assessment and management throughout our lending and securities trading operations. One of the hallmarks of GSD Bank distinguishing it from its peers is its vigilant lending policy and effective implementation of procedures that enable the Bank to achieve a non-performing loans ratio that is lower than the industry average. In recognition of the need for a solid financial structure, the Bank maintained its comfortable capital adequacy ratio, paving the way for future growth opportunities. By diversifying revenue sources and focusing on real banking products we recorded a net profit of YTL 2.9 million by the end of 2005. The composition of earnings reflects strong results from corporate banking, treasury activities, and transaction banking. Customer focused flexible policies Since its inception in 1999, GSD Bank has firmly established itself as a unique financial institution. As a specialist bank operating under a non-deposit-taking license, GSD Bank has based its strategy on offering creative and customized banking services to a select clientele. Close contacts with the Turkish business community, knowledge of local markets, and an understanding of the international economic environment have contributed to GSD Bank’s ability to create opportunities through engineering complex trade transactions. Sustainable growth in domestic and international trade forms a major part of our business plan for the future. Equally important to our future success is our customer oriented and flexible policies supplemented by our aim of always being innovative and creative in customer service. We believe these are the tenets that solidify the foundations of GSD Bank. Dedicated management team The management of GSD Bank strictly adheres to the strategies and principles adopted in this ever-changing economic environment. Client relationships are the focal point of our philosophy and we acknowledge that the market niche we have created can be maintained only by meeting the needs of a satisfied clientele. In 2005, GSD Bank achieved solid financial and operational results further strengthening its position as a niche player within the banking industry. While serving the clients in a most efficient manner, we have developed our in-house corporate governance guidelines which provide a smooth running of shareholder, employee, and client relations, in addition to complying with all the requirements of regulatory bodies. Thus far, the management has met all the strategic targets set by the Board of Directors since its inception thanks to the diligent discipline and determination they have demonstrated from the beginning. Long-lasting client and correspondent relationships The success of GSD Bank in 2005 has been the result of the Bank’s ability to plan and pursue a workable strategy for building sustainable client relationships, adding value to all of its social and economic stakeholders and creating new avenues of business for them. The long lasting client relationships we have established over the years in our core business lines fuelled our domestic and international trade finance activity in 2005, resulting in a 42% increase in the credit lines extended by international financial institutions. We are very pleased with the mutually beneficial cooperation we have built with our valuable correspondents. Moreover, we are fully confident that the expanding business volume in years to come will be instrumental in further solidifying these relationships. sharing with us their very considerable knowledge and experience. We are also grateful to the Board of Directors for the contributions they have made throughout the year. Last, but not least, we would like to thank to all GSD Bank employees for their diligence and dedication at all times. Looking ahead… GSD Bank's special niche in the market is the result of our unique approach to banking. We will continue to assiduously capitalize on this niche we have created with an emphasis on customer focus and high service quality. We believe that only as our customers benefit from their collaboration with GSD Bank our business will grow and add value to our shareholders’ investments. We have the utmost confidence that GSD Bank will continue to excel as a specialist bank of the highest caliber. As we come to the end of our 7th successful year, we are now looking forward to an even more rewarding year ahead. A. Erdem Yörüko¤lu Chairman Diligently working for success We have increased specialization and refined our skills by continuously training our human resources and upgrading controls, technology, and systems. This has successfully translated into an improved service quality to our clients as witnessed by the operational results achieved in 2005. The continued support of our shareholder, GSD Holding, since our establishment, has been invaluable. We would like to take this opportunity to express our appreciation to them for Yasef Coyas Board Member and General Manager 05 GSD BANK ANNUAL REPORT 2005 06 The Turkish economy Strict adherence to structural reforms and financial discipline will increase the resilience of the economy to external shocks and support the low inflation/high growth path in the forthcoming period. Positive developments in the economy The economic programs introduced after the crises have shifted expectations to positive terrain and some significant improvements have been obtained during the past three years. The historical reduction in inflation rates, without a doubt, comes first among these accomplishments. This development has been supported along with the improvement of public finances and structural reforms. As a result of these positive developments, the Turkish economy has registered a growth beyond its targets for the last three years in a row. Strict adherence to structural reforms and financial discipline will increase the resilience of the economy to external shocks and support the low inflation/high growth path in the forthcoming period. Reforms in the financial sector are aimed at strengthening the regulatory and supervisory framework, promoting efficiency and competition in the banking sector and facilitating sound banking practices, thus establishing confidence in the sector. Today, thanks to a new Banking Law and full compliance with Basel Core Principles and EU requirements, the stability of the banking system has become more solid than ever. Inflation under control Concerning the prudent fiscal policies, structural reforms and the changes in the institutional framework have resulted in remarkable achievements leading to price stability. Hence, the Central Bank of Turkey (CBRT) successfully utilized an implicit inflation-targeting scheme in the fight against inflation over the past four years. As a result, inflation targets have been attained for four years in a row, significantly enhancing the credibility of the monetary policy. Annual CPI inflation, which was 73.2% as recently as January of 2002, is now down to single digit figures, standing at 7.72% as of the end of 2005. This performance in disinflation has had an obvious positive effect on the economic growth. Today, the main sources of growth are the improvement in productivity and increased export performance by the private sector. The economy is expected to maintain this growth trend in 2006 and onward and the main aim is to achieve a sustainable growth rate of 5.0%. Sound monetary policies Additionally, both nominal and real interest rates have declined significantly. The average maturity of the Treasury issues increased considerably and Turkish Eurobond spreads, used as a proxy for the country risk premium, have dropped significantly since 2001. Turkish spreads are at historical lows and much tighter than the current ratings imply. Despite the global fluctuations in the international markets, Turkey has maintained a positive market sentiment where the hikes and the upward volatility in the Turkish spreads were short-lived. Volatility in exchange rates has gradually decreased thanks to the transparent and consistent operation of the floating exchange rate regime. All these together triggered the reverse-dollarization process where the weight of Turkish lira denominated investments in portfolio preferences is now on an upward path. The CBRT has shifted to formal inflation targeting as of January 1, 2006, and will continue to implement the floating exchange rate regime. The CBRT is aiming for year-end inflation rates of 5% this year and 4% next year as well as in 2008. Inflation targeting will further improve policy transparency and thus reduce the risk premium. We expect the moderate disinflation process to remain intact and thereby allow the Central Bank to lower short-term interest rates by 150 basis points to 12% by the end of 2006. We project that Turkey’s sovereign rating may be upgraded by at least one notch in 2006. All major agencies currently rate Turkey three notches below investment grade with all maintaining a positive outlook. Improved conditions for Treasury borrowing The borrowing cost for the Treasury steadily declined in terms of lira denominated discounted borrowing instruments. On annual compounding terms, the average cost of borrowing contracted to 16.3% as of December 2005, indicating a significant decline when compared to the 2004 year-end figure of 24.9%. The average maturity of internal borrowing has been extended to 24.7 months. Fikret Mualla, The Balerina 07 GSD BANK ANNUAL REPORT 2005 The Turkish economy Reduction in budget deficits The improvement in Turkey’s macroeconomic fundamentals has mainly stemmed from the reduction in the budget deficit. Indeed, it was the primary budget balance (budget balance before interest payments) that was the main anchor of the original IMF program in 2001, which envisioned that a high primary budget balance would reduce the government’s need to borrow, helping it to roll over its large debt obligations. The central government budget deficit has currently fallen to around 3% of GNP, down from 16.5% of GNP four years ago. Moreover, we estimate the gross public sector debt stock to have fallen to 68.9% as of October 2005, a drop from 96% in 2001. Furthermore, the reduction in the budget deficit has allowed a "crowding-in" of private investment. The increase in cash flows from privatization revenues constitutes an important source of non-debt-creating financing for the Treasury. The central government budget targets a primary surplus of 6.1% in 2006 with the overall balance envisaged at around 2.5% of GNP. The consolidated budget realizations for 2005 disclosed recently by the Ministry of Finance are quite positive in the sense that the budget deficit declined to around 2% of the GDP and the primary surplus was as high as 7.4% of GDP. The high non-tax revenues exhibited a major performance in attaining the considerably high primary surplus and the record-low budget deficit. The decline in interest payments was also crucial in the achievement of the low budget deficit. The cost of imports declining with the appreciation in the Turkish lira has triggered the export-led production increase. Due to the intensifying imports, the growth performance registered above the envisaged level on a large scale regarding the year-end effective growth figures. Widening current account deficit Turkey’s current account deficit increased from US$ 15.7 billion (5.2% of GDP) in 2004 to US$ 22.9 billion (6.3% of GDP) in 2005. This widening was mainly derived from the resilience in domestic demand and to the rapid recovery in investment appetite, but largely was due to high oil and metal prices along with the transforming characteristics of Turkey’s exports. The recent upward trend in raw and semi-finished goods imports was generated by the changes in the composition of the GDP and export growth. In terms of foreign trade dynamics, the shares of automotive, consumer durables and machinery, and equipment exports are increasing mainly depending on imported raw and semi-finished goods. The strengthening trend in the lira has not been a major factor behind the current account deficit deterioration. The side effects of the lira strength have been compensated by the continued productivity gains and real wage stagnation, the combination of which has resulted in persistently low unit labor costs. The main reason behind the current account deficit has been the widening of the trade deficit in 2005 mainly due to higher commodity prices, in particular oil and energy prices. Surging energy prices not only deteriorate Turkey’s external balances but also pose inflationary threats through primary and secondary effects. Soaring exports The exports volume reached a record level in 2005 with the rapid increases in productivity supported by lower unit costs. In 2005 as a whole, exports rose by 15.8% and reached US$ 73.1 billion, while imports rose by 19% and amounted to US$ 116 billion. The trade deficit increased by 24.9% and reached US$ 42.9 billion. The exports to imports ratio, which stood at 64.8% in 2004, fell to 63% in 2005. The rapid improvement in the quality of current account deficit financing has been significant. The financing of the current account is dominated by abundant capital inflows where strong investment, increasing foreign direct investment (FDI), privatizations, and a steadily decreasing PSBR have improved the medium-term prospects for the balance of payments. The rise in the imports of capital goods stemmed from the vigorous investment demand while the rise in the imports of consumption goods was stimulated both by the strong consumption demand and by the fact that domestic consumption goods are increasingly being substituted for their imported equivalents, due to the real appreciation of the Turkish lira. Yet despite these large financing needs and also the need to make net repayments to the IMF, Turkey’s Central Bank reserves continue to increase thanks to strong capital inflows. These capital inflows have not only been rising in quantity but improving also in quality. In particular, the maturity of external borrowing by Turkish banks and corporations has been lengthened substantially. 08 The main objective of the economic policies and structural reforms implemented in Turkey is to complete the process of full membership in the EU in a rapid and successful manner. Foreign direct investments breaking records A similar trend is evident in corporate borrowing. The most significant improvement in the capital account is the upswing in FDI inflows by following completion of some key deals in the last two months of the year, especially in the telecommunications and banking sectors. According to the balance of payment statistics of the CBRT, the total value of inflow reached US$ 9.7 billion in 2005, manifesting a 239% increase as compared to the 2004 value of US$ 2.8 billion. Due to the Government’s determination to promote its privatization agenda, and given also the foreign interest in the Turkish corporate sector inspired by the progress towards EU accession, FDI inflows can be expected to stay strong in the coming years. Treasury borrowing requirement The domestic debt stock, which stood at the YTL 224.5 billion (US$ 167.3 billion) level as of 2004 year-end, increased by YTL 20.3 billion in 2005 to reach YTL 244.8 billion (US$ 182.4 billion) by the end of the year. The relative decline in the Treasury’s borrowing requirement in 2005 compared to previous years has led to a deceleration in the rate of increase in the domestic debt stock. Hence, the domestic debt stock as a ratio to the GDP is expected to have continued its decline in 2005. In fact, based on our GDP estimation for 2005, the domestic debt stock is calculated to have declined to 50% of the GDP by the 2005 year-end, as compared to 52% by 2004 year-end. The composition of the domestic debt stock by instruments indicates that the share of FX-indexed/FX-denominated government debt instruments (GDI) declined in 2005, whereas the share of floating rate notes (FRN) increased. This development in the domestic debt stock, although reducing the vulnerability of the domestic debt to exchange rate shocks, increased the vulnerability to interest rate jolts. Regarding the stronger macroeconomic performance and improved expectations the maturity of domestic borrowing increased considerably in 2005. Hence, the average borrowing maturity rose to 27.4 months as of December 2005, compared to 17.4 months as of December 2004. So the average borrowing maturity increased by around 10 months in 2005. In line with this extension of the average borrowing maturity, the apparent decline in the real interest rate on the domestic debt stock has been the most prominent positive step in terms of debt dynamics. In fact, the real interest rate of the domestic debt stock, which stood at 9.49% in December 2004, declined to 7.96% as of December 2005. Prospective EU membership is fuelling the economy Turkey has recorded a remarkable progress on the journey towards full membership in the European Union (EU) and negotiations with the EU were officially launched on October 3, 2005. The main objective of the economic policies and structural reforms implemented in Turkey is to complete the process of full membership in the EU in a rapid and successful manner. The recent performance displayed by the Turkish economy supports the achievement of a persistent stability and thereby the attainment of a strong measure of success in some of the implemented social policies. The Government has had the economic foresight in the pre-accession period to construct the base of the policies towards long-term objectives and targets. In this respect, these economic policies aim at achieving a sustainable growth performance, involving the convergence of inflation, which has already declined to single-digit levels, to EU averages permanently and forming a sustainable fiscal structure. By reaching these targets, initially introduced in the context of the Copenhagen and Maastricht criteria, Turkey is going to achieve an increase in the welfare level of its society. Since Turkey will be able to strictly stick to its reform-oriented path of modernization in all aspects of its economic and social standards, it is wise to expect the reaping of enormous benefits from the integration of two regions with significantly different factor endowments and a straightforward economic insight. 09 GSD BANK ANNUAL REPORT 2005 10 Review of operations A major advantage GSD Bank has over its peers is the capability to interact with the clients on a one-on-one basis and develop tailor-made credit packages that best meet their requirements. CORPORATE BANKING Service quality Among other corporate banking products, trade finance has been the core business area for GSD Bank since its inception seven years ago. The Bank’s relatively small size enables fast and elaborate credit decisions and effective follow-up and credit risk management procedures. Due to the Bank’s long-established focus on corporate lending activities, the staff has accumulated a vast experience and expertise in credit analytics as well as a database of companies facilitating the marketing and decision processes. Another major advantage GSD Bank has over its peers is the capability to interact with the clients on a one-on-one basis and develop tailor-made credit packages that best meet their requirements. These packages may include a number of integrated corporate banking products that help facilitate the client’s manufacturing and domestic and international trading activities. Cash and non-cash credit products, international transactions, collections, and payments are some of the products most used by the Bank’s clients. When delivering top-notch corporate banking products and services at world class standards to its clients, GSD Bank never compromises on quality and always seeks to build mutually beneficial and long-term relationships with its clients. Effective credit allocation process When considering potential clients, GSD Bank refers to its extensive in-house database of companies as well as chambers of trade and industry sources. Before a potential client is approached by GSD Bank’s marketing staff, it is subjected to a screening process to ensure that it is a credible company. Following a visit to the company, a comprehensive report is prepared encompassing a credit limit proposal together with a collateral structure. This report is then submitted to the Credit Committee and/or the Board of Directors for approval. GSD Bank’s credit allocation policy is conservative, cautious, and highly selective. Following all necessary approvals and obtaining the collaterals, the credit line is made available to the client and the monitoring process begins. During this phase, a close relationship is maintained with the client in an effort to monitor their activities and to see whether additional products may be sold. The monitoring process enables the Bank to heed early warning signals and take prompt action if the client’s financial position deteriorates. The effectiveness of the monitoring process is evidenced by the Bank’s very low NPL ratio over the years. The client portfolio GSD Bank has a well-diversified client portfolio. Although at first glance a concentration in financial services is observed, credits to these institutions are mostly secured with third-party collaterals endorsed to the Bank. These collaterals are mostly in the form of post-dated checks representing trade payables of numerous credible companies from different sectors. Therefore risks are diversified uniformly within a large group of companies which are actually the clients of GSD Bank’s client. Small and medium-size companies make up a larger portion of the GSD Bank clientele. The composition of the total credit volume is in favor of non-cash credit lines amounting to a 55% share, whereas cash credit lines comprise a 45% share. Fikret Mualla, 1954 11 GSD BANK ANNUAL REPORT 2005 Review of operations Future plans It is envisaged that small and medium-size companies will continue to dominate the credit portfolio and that the share of non-cash credit lines will increase further in the future. It is envisaged that small and medium-size companies will continue to dominate the credit portfolio and that the share of non-cash credit lines will increase further in the future. Taking more small businesses into the credit portfolio helps to diversify risks and increase profitability. The Bank sees highly collateralized non-cash credits as a source of noninterest income which contributes significantly to the overall income generating power of the Bank. Decreasing inflation has narrowed interest margins, forcing banks to augment their client bases while simultaneously improving asset quality. This is a challenging task. It means Marketing strategies are determined by the Marketing Department under the guidance of the General Manager. These strategies are reviewed frequently taking into account the information coming from the clients and are adjusted periodically to prevailing economic and market conditions. Breakdown of Cash Credits into Industries in 2005 (%) expanding and diversifying the client base with minimum risk-bearing companies. GSD Bank, with its traditional focus on corporate banking, will have no difficulties in facing this challenge in the future. In terms of staff quality and operational means, it is well equipped to excel in the coming years. Breakdown of Non-Cash Credits into Industries in 2005 (%) Textile 7% Finance 60% l 2% ica m 3% e Ch rtation o p s n % Tra Food 3 Automotive 3% Steel 2% Finance 71% Food 5% Others 13% ion at ort nsp % Tra 6 Others 20% 12 % ile 5 Text INTERNATIONAL RELATIONS Breakdown of Total International Trade Volume 33.2 8.4 8.2 26 11.4 16.2 14 6.5 9.3 10.1 04 05 4.1 Focus on international trade finance Since its establishment, GSD Bank has always placed an emphasis on the expansion of foreign trade finance activities and development of international relations with correspondent banks as a part of its growth strategy. This unique focus on international transactions has differentiated the Bank from its peer group of privately owned non-deposittaking banks. 37 (US$ millions) The year 2005 was one of achievements for GSD Bank in international business. In only its seventh year of operations, total correspondent limits increased by 42%, manifesting the confidence shown by foreign banks in the sound development of the Bank and the mutually beneficial relationships built. Total international trade volume continued to increase, from US$ 41.6 million in 2004 to US$ 45.2 million in 2005. International relations and the funding of the GSD Group companies are also managed by the International Relations Department. Total International Trade Volume 00 01 Imports 02 03 Exports The import transactions maintained an upward trend in 2005 as well, fully consuming the correspondent limits. Last year, additional credit lines were obtained from foreign institutions for the first time to finance the leasing transactions. Correspondent banking The philosophy GSD Bank pursues in correspondent banking is based on dedication to commitment, flexibility, transparency, and reciprocity. Most of the correspondent banks are located in Europe and the USA, indicative of the high volume of business conducted in those areas. (US$ millions) 45.2 41.6 37.4 30.2 14.2 15.8 00 01 02 03 04 05 13 GSD BANK ANNUAL REPORT 2005 Review of operations Breakdown of Total Correspondent Lines (US$ millions) Cash 21% Non-Cash 37% Morabaha 10% GSM-102 7% Treasury 25% Agency credit lines GSD Bank has credit lines from Turkish Eximbank and the Commodity Credit Corporation of the US Department of Agriculture. These credit lines are made available in full to GSD Bank’s export clients in the textile, cellulose, and agricultural goods industries. Following the limit increase approved by the US Department of Agriculture’s Commodity Credit Corporation, the line was fully utilized. As a result of its policy of continuously introducing new trade products to better serve its clients, GSD Bank developed relationships with financial institutions in the countries of the Gulf region and obtained a "Morabaha" line, which is an Islamic banking product. Subsequently, GSD Bank launched morabaha financing to its clients in 2005. Future plans In 2006, the Bank will carry on with its international banking policy to further expand its correspondent relations in accordance with geographical diversity and the nature of client requirements. 14 TREASURY Maximizing Group synergy The Treasury Department at GSD Bank seeks to maximize the synergy created within the entire GSD Group and therefore increase effectiveness saving on funding costs. The Department has established every necessary means to manage the Group’s funds at an optimized mix of costs, profits, and risks while maintaining sufficient liquidity at all times to promptly meet client requirements and legal obligations. Treasury management The treasury function at GSD Bank is organized under FX, Bonds, and TL desks. However, there are no definite borders between these units as they collaborate closely in daily treasury transactions. Additionally, the Treasury Department handles all pricing issues at GSD Bank. Trading strategy The trading strategy is determined based on current and expected market conditions and is solely guided by client requirements. Speculative trading is avoided at all times and positions are invested in with a long-term view. The competent treasury staff at GSD Bank keeps a close eye on market developments and acts swiftly when needed to benefit from arbitrage and hedging opportunities. This capability enables the Department to stay away from possible threats and profit from volatilities. The trading strategy at GSD Bank has always had a long-term approach and can be best summarized as prudent, innovative, solution provider, and focused. Owing to these attributes, GSD Bank has always been a strategic trading partner for some of the country’s most prominent banks and financial institutions. Future plans One of the primary objectives of the Treasury Department in the near future is to obtain the necessary funds at optimum conditions to meet the Bank’s growth targets. For this purpose, the Department will increase its presence in domestic interbank markets as well as in the international banking scene in an effort to raise funding. GSD Bank aims to be fully compliant with Basel II in terms of market, credit and operational risks. RISK MANAGEMENT GSD Bank’s Risk Management Group is composed of the Market Risk, Credit Risk, and Operational Risk Committees. These Committees serve to mitigate the risks the Bank encounters during its routine activities and facilitate the risk management process. Credit risk management Credit risk is measured in terms of potential losses that may result from any unforeseen deterioration in the creditworthiness of counterparties and/or an unexpected default. The purpose of the credit risk management function is to systematically measure, monitor, and manage the risks and credibility of counterparties. Operational risk management Operational risk is a statistically quantifiable event that may result in the Bank’s monetary or reputation loss due to wrong-doings of employees and/or malfunctioning of systems, workflows, and organizational structure other than market and credit risks. GSD Bank is building its risk management systems and tools with Basel II directives in mind. Market, credit, and operational risks at GSD Bank will be Basel II compliant when current studies are completed. Market risk management Market risk is the probability of loss in the on and off-balance sheet positions held by the Bank stemming from changes in interest and foreign currency rates and stock price volatility in financial markets. GSD Bank employs the standard method to measure its market risk and prepares a weekly FX rate report and a monthly market risk report. 15 GSD BANK ANNUAL REPORT 2005 Review of operations GSD Bank has a platform-independent IT infrastructure, that is fully integrated, fast, and flexible. The IT set-up GSD Bank uses a number of platforms in its IT applications. The mainframes, in use since 1999, are HP Unix K360 and K460 systems. Additionally, HP and IBM branded PCs are integrated to the mainframe for certain applications. In the LAN structure, Cisco & 3Comm network products have been installed. The programming language for the general banking operational software (GBOS) is C working on a UNIX platform. The clients use Power Builder GUI on PCs. The main database structure has been built on Informix enabling queries from PCs and is updated with C-based software applications and stored procedures. INFORMATION TECHNOLOGIES Strengths of the IT infrastructure GSD Bank’s IT infrastructure is platform-independent, almost 100% integrated, flexible, fast, and user-friendly. These characteristics enable the Bank to deliver seamless service to its clients, including numerous sophisticated reporting facilities addressing the requirements of both the management and clients. Other strengths of the Bank’s IT activities are the competency and experience of the staff members in banking software applications, a lean organizational structure that eliminates bureaucracy in determining IT needs, and close cooperation with other departments of the Bank. 16 A fully equipped remote Disaster Recovery Center is in operation at Tekstilbank’s Maslak headquarters building on the European side of Istanbul. This center is capable of handling all routine banking operations in case any kind of disaster hits the Bank’s headquarters on the Asian side of Istanbul. Accomplishments in 2005 Some of the major projects completed in 2005 were: • The project within the umbrella of the Turkish Bankers Association enabling banks to use IBAN codes was completed. • GBOS sub-module was developed and put into production enabling the conducting and monitoring of leasing transactions. • The database structure was renewed to store appropriate credit data allowing for the calculation of internal credit ratings compliant to Basel II standards. • The X25 protocol between the EFT system and GBOS was changed to a TCP-IP protocol. • Foreign trade banking application software was developed and launched. Plans for the future GSD Bank’s future plans in IT applications can be summarized as follows: • To develop the necessary tools to enable corporate customers to effectively use the Bank’s Internet Branch. To achieve this, clients will be visited and their requirements will be examined. • To implement measures to ensure the platform-independent operations of the Bank’s IT environment. • To complete the development of the real time on-line factoring software, to be integrated with the bookkeeping function by April 2006 and begin implementation. 17 GSD BANK ANNUAL REPORT 2005 Subsidiary GSD INTERNATIONAL LIMITED GSD International Limited is a wholly owned subsidiary of GSD Bank. The Company was established on the Isle of Man in 1997 with an initial capital of US$ 5 million. Its principal function is the management of the Group's investment portfolio under the guidance of the Treasury Department of GSD Bank. Fikret Mualla, 1953 18 19 GSD BANK ANNUAL REPORT 2005 Board of Directors 20 We believe that only as our customers benefit from their collaboration with GSD Bank our business will grow and add value to our shareholders’ investments. 1 2 3 4 5 Ali Erdem Yörüko¤lu Akgün Türer Tevfik Tözün Tarman Turhan Alpan Yasef Coyas 6 Nihat Yalç›ntafl 7 Ergün Aral Chairman Member of the Board Member of the Board Member of the Board Member of the Board and General Manager Statutory Auditor Statutory Auditor 3 5 21 6 4 7 1 2 GSD BANK ANNUAL REPORT 2005 Executive Management 22 5 1 Yasef Coyas 2 Zuhal Kirpikli 6 4 1 3 2 3 Hülya Sivasl›gil Member of the Board and General Manager Assistant General Manager, Treasury Assistant General Manager, Marketing Yasef Coyas is a graduate of the School of Business Administration at Bo¤aziçi University. He joined the GSD Group in 1997 and was subsequently promoted to the position of General Manager and Board Member of GSD Bank. He also serves as a Board Member of GSD Holding, Tekstil Leasing, GSD Insurance, GSD International, and Tekstil Securities. Zuhal Kirpikli holds a degree in Business Administration from Istanbul University. She joined the GSD Group in 1992 as Treasury Manager, and currently she is the Assistant General Manager responsible for Treasury at GSD Bank. Hülya Sivasl›gil is a graduate in Industrial Engineering from Bo¤aziçi University and holds a Masters Degree in Banking from Marmara University. She served at Tekstilbank between 1990-1998 and joined GSD Bank in 2004. 4 Neflat Kardefl 5 R›za Erkan 6 Murat Turhan Group Head, Information Technology Group Head, Operations Group Head, Credits Neflat Kardefl holds a degree in Mathematics from Hacettepe University. He joined the GSD Group in 1990, serving in Tekstilbank's IT Department, where he was promoted to IT Manager in 1998. Since 1999, he has been serving as the Head of GSD Bank’s IT Department. R›za Erkan holds a degree in Law from Ankara University. He joined the GSD Group in 1989 at Tekstilbank’s Izmir Branch. In 1998, he was appointed to the Head Office as Head of Operations. In 1999, he moved to GSD Bank where he has since been serving as Head of Operations. Murat Turhan holds a degree in Public Finance from Gazi University. He joined the GSD Group in 1998 and, since 2005, has been serving as the Group Head of Credits. 23 GSD BANK ANNUAL REPORT 2005 24 GSD Yat›r›m Bankas› Anonim fiirketi Consolidated Financial Statements Together with Report of Independent Auditors December 31, 2005 REPORT OF INDEPENDENT AUDITORS To the Board of Directors of GSD Yat›r›m Bankas› Anonim fiirketi: We have audited the accompanying financial statements of GSD Yat›r›m Bankas› Anonim fiirketi (the Bank- a Turkish corporation) and its subsidiary (collectively the Group), which comprise the consolidated balance sheet as of December 31, 2005 and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes, all expressed in the equivalent purchasing power of New Turkish Lira as of December 31, 2005. These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of GSD International Limited, a consolidated subsidiary, whose statements reflect total assets of YTL 7,110 thousands and net profit of YTL 374 thousands as of and for the year ended December 31, 2005. Those statements were audited by other auditors whose report has been furnished to us and our opinion expressed therein so far as it relates to the amounts included for GSD International Limited, is based solely on the report of other auditors. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit and the report of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2005 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. April 6, 2006 Istanbul, Turkey GSD Yat›r›m Bankas› Anonim fiirketi CONSOLIDATED BALANCE SHEET AS AT DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira) Notes 2005 2004 ASSETS Cash and balances with The Central Bank 3 412 344 Deposits with banks and other financial institutions 3 7,537 7,192 Reserve deposits at The Central Banks 4 1,111 903 Trading securities 5 6,114 5,636 Loaned securities 5 3,178 95 15 33 82 Loans and advances 6 48,152 56,166 Minimum lease payments receivable 7 4,922 - Derivative financial instruments Investment securities: 5 8,365 1,993 Premises and equipment Available-for-sale 8 294 452 Intangible assets 9 9 25 192 Deferred tax asset 14 177 Other assets 10 763 147 81,067 73,227 7,004 4,186 Total assets LIABILITIES AND EQUITY LIABILITIES Other money market deposits 11 Derivative financial instruments 15 1 79 Funds borrowed 12 25,650 24,155 Other liabilities 13 1,479 917 Provisions 13 318 408 Income taxes payable 14 Total liabilities - 121 34,452 29,866 EQUITY Equity attributable to equity holders of the parent 46,615 43,361 Share capital issued 16 15,000 15,000 Adjustment to share capital 16 21,813 21,813 Unrealized gains/(losses) on available-for-sale investments 5,570 363 4,232 6,185 - - Total equity 46,615 43,361 Total liabilities and equity 81,067 73,227 Other reserves and retained earnings 17 Minority interest The accompanying policies and explanatory notes on pages 32 through 60 form an integral part of these consolidated financial statements. 28 GSD Yat›r›m Bankas› Anonim fiirketi CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira) Notes 2005 2004 Interest income Interest on loans and advances 9,454 11,184 Interest on securities 982 1,342 Interest on deposits with banks and other financial institutions 312 390 Other interest income 57 13 Total interest income 10,805 12,929 (2,157) (1,538) Interest expense Interest on funds borrowed and deposits from other banks Other interest expense (15) (22) Total interest expense (2,172) (1,560) 8,633 11,369 (1,247) (375) 7,386 10,994 241 124 7,627 11,118 847 976 Net interest income Provisions for impairment on loan and lease receivables 6 Net interest income after provision for impairment on loan and lease receivables Foreign exchange gain/(loss) Net interest income after provision for impairment on loan and lease receivables and foreign exchange gain Other operating income Fees and commissions income Trading income Other income 32 107 851 904 Operating expenses Fees and commissions expense (215) (133) Salaries and employee benefits 19 (1,779) (1,973) Depreciation and amortization 8, 9 (222) (259) Taxes other than on income Other expenses 20 Profit from operating activities before income tax and monetary loss Income tax - current 14 Income tax - deferred 14 (169) (404) (1,504) (1,527) 5,468 8,809 (738) (1,055) (7) (19) Monetary gain/(loss) (1,866) (5,326) Net profit for the year 2,857 2,409 The accompanying policies and explanatory notes on pages 32 through 60 form an integral part of these consolidated financial statements. 29 GSD BANK ANNUAL REPORT 2005 30 - Accumulated deficit netted off 21,813 - - - - - 21,813 (16,032) - - - - 37,845 - 37,845 capital to share gains/ 5,570 - 5,207 - 5,207 - 363 - 260 - 260 - 103 103 - investments available-for-sale (losses) on 922 - - - - 721 201 (1,454) - - - 201 1,454 - 1,454 reserves Legal 3,310 (4,810) 2,857 2,857 - (721) 5,984 17,486 2,409 2,409 - (201) (13,710) (103) (13,607) earnings Retained 46,615 (4,810) 8,064 2,857 5,207 - 43,361 - 2,669 2,409 260 - 40,692 - 40,692 Total The accompanying policies and explanatory notes on pages 32 through 60 form an integral part of these consolidated financial statements. 15,000 - Dividends paid At December 31, 2005 - Total income/expense for the year 17 - - Net change in unrealized gain on available-for-sale investments Net profit for the year - Transfer to statutory reserves 5 - Total income/expense for the year 15,000 - Net profit for the year 2 - Net change in unrealized gain on available-for-sale investments At December 31, 2004/January 1, 2005 (as restated) - 15,000 - 15,000 capital Transfer to statutory reserves At January 1, 2004 (as restated) Effect of adopting changes in IAS 39 At January 1, 2004 (as previously reported) Notes Share Adjustment Unrealized Attributable to equity holders of the parent - - - - - - - - - - - - - - - interest Minority 46,615 (4,810) 8,064 2,857 5,207 - 43,361 - 2,669 2,409 260 - 40,692 - 40,692 equity Total GSD Yat›r›m Bankas› Anonim fiirketi CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira) GSD Yat›r›m Bankas› Anonim fiirketi CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira) 2005 2004 Cash flows from operating activities Interest received Interest paid Fees and commissions received Trading income Recoveries of loans (Note 6) Fees and commissions paid Cash payments to employees (Note 19) Cash received from other operations 11,046 13,062 (2,054) (1,612) 847 976 32 367 1 2 (215) (133) (1,851) (1,927) 1,090 904 Cash paid due to other operations (1,753) (2,003) Income taxes paid (1,178) (1,895) 5,965 7,741 Cash flows from operating activities before changes in operating assets and liabilities Changes in operating assets and liabilities Time deposits with original maturities of more than three months Trading and loaned securities 6,970 4,547 (3,822) (653) Reserve deposits at The Central Bank (208) (164) Loans and advances 6,928 (11,700) (4,922) - Minimum lease payments receivable Other assets 2,316 4 Other liabilities 2,100 3,771 15,327 3,546 Net cash provided by (used in) operating activities Cash flows from investing activities Purchases of available-for-sale securities (Note 5) Proceeds from sale of available-for-sale securities (Note 5) Investment securities Purchases of property and equipment (Note 8) Proceeds from the sale of property and equipment and intangible assets Purchase of intangible assets (Note 9) (1,347) - 119 - - 87 (52) (269) 4 2 - (1) (1,276) (181) Proceeds from funds borrowed - - Repayments of funds borrowed - - Dividends paid (4,810) - Net cash used in financing activities (4,810) - Effect of net foreign exchanges difference and monetary gain (loss) on monetary items (1,858) (5,144) 7,383 (1,779) 542 2,321 7,925 542 Net cash (used in) provided by investing activities Cash flows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year (Note 3) Cash and cash equivalents at end of year (Note 3) The accompanying policies and explanatory notes on pages 32 through 60 form an integral part of these consolidated financial statements. 31 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 1. CORPORATE INFORMATION General GSD Yat›r›m Bankas› Anonim fiirketi (the Bank) was registered on December 22, 1998 at Turkish Trade Registry Gazette, in accordance with the decision number 98/10962 taken by the Council of Ministers on April 20, 1998. The Bank was registered as an investment bank and commenced its operations on April 7, 1999, after obtaining the necessary banking permissions from the Turkish Undersecretariat of Treasury (the Treasury) and the Central Bank of Turkey (the Central Bank) as of February 24, 1999. The registered office address of the Bank is Ayd›nevler Mahallesi, ‹nönü Caddesi, GSD Binas› No:14, Küçükyal› 81570, Maltepe - ‹stanbul, Turkey. The consolidated financial statements of the Bank are authorized for issue by the management on April 6, 2006. The General Assembly and certain regulatory bodies have the power to amend the statutory financial statements after issue. The parent and ultimate parent of the Bank is GSD Holding A.fi. (GSD Holding) whose majority shares are publicly traded. Nature of Activities of the Group For the purposes of the consolidated financial statements, the Bank and its consolidated subsidiary are referred to as “the Group”. The operations of the Group consist of investment banking provided in Turkey and investing activities provided abroad. The Bank does not have any branches. The subsidiary included in consolidation and effective shareholding percentage of the Group as of December 31, 2005 and 2004 is as follows: Place of Incorporation DOUGLAS/UK GSD INTERNATIONAL LTD Principal Activity Investing Effective Shareholding and Voting Rights % 2005 2004 100.0 100.0 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of Preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements have been prepared under the historical cost convention, except for available-for-sale securities, trading securities and derivative financial instruments that have been measured at fair value. The Bank maintains its books of account and prepares its statutory financial statements in accordance with the regulations on accounting and reporting framework and accounting standards which are determined by the provisions of Turkish Banking Law and accounting standards promulgated by the other relevant laws and regulations. GSD International Limited (GSD International), the consolidated subsidiary, maintains its books of account in accordance with Isle of Man Companies Acts. The consolidated financial statements have been prepared from statutory financial statements of the Bank and its subsidiary and presented in accordance with IFRS in New Turkish Lira (YTL) with adjustments and certain reclassifications for the purpose of fair presentation in accordance with IFRS. Such adjustments mainly comprise the effects of restatement for the changes in the general purchasing power of Turkish Lira, consolidation of subsidiary, deferred taxation and employee termination benefits. 32 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 2.2 Summary of Significant Accounting Policies, Judgments and Estimates Judgments and Estimates The preparation of the financial statements in accordance with IFRS requires management to make estimates and assumptions that are reflected in the measurement of income and expense in the profit and loss statement and in the carrying value of assets and liabilities in the balance sheet, and in the disclosure of information in the notes to the financial statements. Managers do exercise judgment and make use of information available at the date of the preparation of the financial statements in making these estimates. The actual future results from operations in respect of the areas where these judgments and estimates have been made may in reality be different than those estimates. This may have a material effect on the financial statements. The judgments and estimates that may have a significant effect on amounts recognized in the financial statements are discussed in the relevant sections of this note below. Functional and Presentation Currency Functional and Presentation Currency for the Bank As a result of a long period of high inflation, the Turkish Lira (TL) has ended up in large denominations, creating difficulty in expressing and recording transactions. A new law was enacted in January 31, 2004 to introduce Yeni Türk Liras› (New Turkish Lira, YTL), as the new currency unit for the Republic of Turkey effective January 1, 2005. The conversion rate for TL against YTL is fixed at YTL 1 to TL 1,000,000 throughout the period of one year until complete phase-out of TL. Effective January 1, 2005, the Bank’s functional and presentation currency is YTL and consolidated financial statements including comparative figures for the prior periods are presented in thousands of YTL. The restatement for the changes in the general purchasing power of YTL is based on IAS 29 (“Financial Reporting in Hyperinflationary Economies”). IAS 29 requires that financial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current at the balance sheet date and the corresponding figures for previous periods be restated in the same terms. Determining whether an economy is hyperinflationary in accordance with IAS 29 requires judgment as the standard does not establish an absolute rate, instead it considers the following characteristics of the economic environment of a country to be strong indicators of the existence of hyperinflation: (a) the general population prefers to keep its wealth in non monetary assets or in a relatively stable currency; amounts of local currency held are immediately invested to maintain purchasing power, (b) the general population regards monetary amounts not in terms of local currency but in terms of a relatively stable currency; prices may be quoted in that currency, (c) sales and purchases on credit take place at prices that compensate for the expected loss of purchasing power during the credit period, even if the period is short, (d) interest rates, wages and prices are linked to a price index and (e) the cumulative inflation rate over three years is approaching, or exceeds 100%. As of December 31, 2005, the three-year cumulative rate has been 35.61% (December 31, 2004 - 69.72%) based on the indices published by the State Institute of Statistics (SIS), and local authorities, which govern the reporting requirements of the Group in Turkey, ceased the requirements for application of inflation accounting effective from January 1, 2005. However, IAS 29 is continued to be applied in the preparation of the IFRS financial statements until the positive trends are confirmed as “other than temporary”. This is also consistent with the conclusion of the International Practices Task Force of the American Institute of Certified Public Accountants (AICPA) for reporting purposes under generally accepted principles accounting principles in the United States of America. Based on the current trends of and developments, Turkey is expected to come off hyperinflationary status effective from January 1, 2006. Index and conversion factors as of the end of the three year period ended December 31, 2005 are given below: Dates December 31, 2002 December 31, 2003 December 31, 2004 December 31, 2005 Index 6,478.80 7,382.10 8,403.80 8,785.74 33 Conversion Factors 1.3561 1.1901 1.0454 1.0000 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) The main guidelines for the above mentioned restatement are as follows: - the financial statements of prior year, including monetary assets and liabilities reported therein, which were previously reported in terms of the measuring unit current at the end of that year are restated in their entirety to the measuring unit current at December 31, 2005. - monetary assets and liabilities reported in the consolidated balance sheet as of December 31, 2005 are not restated because they are already expressed in terms of the monetary unit current at that balance sheet date. - the inflation adjusted share capital was derived by indexing cash contributions, dividends reinvested, transfers from statutory retained earnings and income from sale of equity investments and property transferred to share capital from the date they were contributed. - non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date and other components of equity are restated by applying the relevant conversion factors. - the effect of general inflation on the net monetary position is included in the income statement as monetary gain (loss). - all items in the income statement are restated by applying appropriate average conversion factors with the exception of depreciation, amortization, gain or loss on disposal of non-monetary assets, which have been calculated based on the restated gross book values and accumulated depreciation/amortization. Restatement of balance sheet and income statement items through the use of a general price index and relevant conversion factors does not necessarily mean that the Group could realize or settle the same values of assets and liabilities as indicated in the consolidated balance sheets. Similarly, it does not necessarily mean that the Group could return or settle the same values of equity to its shareholders. Functional Currency of Foreign Subsidiary As of December 31, 2005 and 2004, the foreign subsidiary (GSD International, which was previously classified as integral foreign operation) has the same functional currency as the reporting entity. Basis of Consolidation The consolidated financial statements comprise the financial statements of the Bank and its subsidiary, as at December 31 each year. Subsidiary is the entity over which the Group has power to govern the financial and operating policies so as to benefit from its activities. Subsidiary in which the Group owns directly or indirectly more than 50% of the voting rights, or has power to govern the financial and operating policies under a statute or agreement is consolidated. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiary is fully consolidated from the date of acquisition, being the date on which control is transferred to the Group and ceases to be consolidated from the date on which control is transferred out of the Group. The purchase method of accounting is used for acquired businesses. The purchase method of accounting involves allocating the cost of the business combination to the fair value of assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The excess of the cost of acquisition over the fair value of Group’s share of the identifiable net assets acquired is recorded as goodwill. The financial statements of the subsidiary is prepared for the same reporting year as the parent Bank, using consistent accounting policies. All intra-group balances, transactions, and unrealized gains on intra-group transactions are eliminated; unrealized losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. The equity and net income attributable to minority shareholders’ interests are shown separately in the balance sheet and income statement, respectively, except where the minority shareholders, who are nominee shareholders, do not exercise their minority rights. 34 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Foreign Currency Translation The consolidated financial statements are presented in YTL, which is the Bank’s functional and presentation currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded in the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the income statement. Foreign currency translation rates used by the Group as of respective year-ends are as follows: EUR/YTL (full) 1.7450 1.8268 1.5875 December 31, 2003 December 31, 2004 December 31, 2005 USD/YTL (full) 1.3958 1.3421 1.3418 Premises and Equipment Premises and equipment are stated at cost less accumulated depreciation and accumulated impairment in value. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows: Machinery and equipment Office equipment Furniture, fixtures and vehicles Leasehold improvements 5 years 5 years 5 years Lease period The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. The carrying values of premises and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets of cash generating units are written down to their recoverable amount. The recoverable amount is defined as the amount that is the higher of the asset’s fair value less costs to sell and value in use. Impairment losses are recognized in the income statement. There is no impairment recorded related to premises and equipment. An item of premises and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognizing of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the year the asset is derecognized. Intangible Assets Intangible assets acquired separately from a business are capitalized at cost. Following initial recognition intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Intangible assets with finite lives are amortized on a straight-line basis over the best estimate of their useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. There is no impairment recorded related to intangible assets. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates. The Group amortizes intangible assets with a finite life on a straight-line basis over the estimated useful lives of 5 years. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the income statement when the asset is derecognized. 35 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Investments and Other Financial Assets The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss; loans and receivables; and available-for-sale financial assets. When financial assets are recognized initially, they are measured at fair value. The Group determines the classification of its financial assets at initial recognition. All regular way purchases and sales of financial assets are recognized on the settlement date i.e. the date that the asset is delivered to or by the Group. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place. Changes in fair value of assets to be received during the period between the trade date and the settlement date are accounted for in the same way as the acquired assets i.e. for assets carried at cost or amortized cost; change in value is not recognized. It is recognized in profit or loss for assets classified as financial assets at fair value through profit or loss; and it is recognized in equity for assets classified as available-for-sale Financial assets at fair value through profit or loss Financial assets classified as held-for-trading are included in this category. Trading securities are securities, which were either acquired for generating a profit from short-term fluctuations in price or dealer’s margin, or are securities included in a portfolio in which a pattern of short-term profit taking exist. Derivatives are also classified as held-for-trading unless they are designated as effective hedging instruments. Gains or losses on investments held-for-trading are recognized in income. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. Such assets are carried at amortized cost using the effective interest method less any impairment in value. Gains and losses are recognized in income when the loans and receivables are derecognized or impaired, as well as through the amortization process. Interest earned on such loans and receivables is reported as interest income. Available-for-sale financial assets Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified in any of the two preceding categories. After initial recognition, available-for-sale financial assets are measured at fair value. Gains or losses on remeasurement to fair value are recognized as a separate component of equity until the investment is derecognized, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement. However, interest calculated on available-for-sale financial assets using effective interest method is reported as interest income. For investments that are traded in an active market, fair value is determined by reference to stock exchange or current market bid prices, at the close of business on the balance sheet date. For investments where there is no market price or market price is not indicative of the fair value of the instrument, fair value is determined by reference to the current market value of another instrument which is substantially the same, recent arm's length transactions, discounted cash flow analysis and other valuation techniques commonly used. Repurchase and Resale Transactions The Group enters into sales of securities under agreements to repurchase such securities at a fixed price at a fixed future date. Such securities, which have been sold subject to a repurchase agreement (‘repos’), are recognized in the balance sheet and are measured in accordance with the accounting policy of the security portfolio which they are part of. Securities sold subject to repurchase agreements (‘repos’) are reclassified in the financial statements as loaned securities when the transferee has the right by contract or custom to sell or repledge the collateral. The counterparty liability for amounts received under these agreements is included in other money market deposits. The difference between sale and repurchase price is treated as interest expense and accrued over the life of the repurchase agreements using the effective interest method. 36 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Offsetting Financial Instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Recognition and Derecognition of Financial Instruments The Group recognizes a financial asset or financial liability in its balance sheet when and only when it becomes a party to the contractual provisions of the instrument. The Group derecognizes a financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) when the rights to receive cash flows from the asset have expired; or while retaining the right to receive cash flows from the asset the Group has also assumed an obligation to pay them in full without material delay to a third party; or the Group has transferred its rights to receive cash flows from the asset and either has transferred substantially all the risks and rewards of the asset, or has transferred the control of the asset. The Group does not have any assets where the Group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, that are recognized to the extent of the Group’s continuing involvement in the asset. The Group derecognizes a financial liability when the obligation under the liability is discharged or cancelled or expires. When an existing liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss. Cash and Cash Equivalents For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise cash and balances with The Central Bank (excluding obligatory reserve deposits), deposits with banks and other financial institutions and other money market placements with an original maturity of three months or less. Impairment of Financial Assets a) Assets carried at amortized cost In determining whether an impairment loss should be recorded in the income statement, the Group makes judgments as to whether there is any observable data indicating that there is a measurable decrease in the estimated amounts recoverable from a portfolio of loans and individual loans. Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the Group about the following loss events: (a) significant financial difficulty of the issuer or obligor; (b) a breach of contract, such as a default or delinquency in interest or principal payments by more than 90 days; (c) the Group granting to the borrower, for economic or legal reasons relating to the borrower’s financial difficulty, a concession that the lender would not otherwise consider; (d) it becoming probable that the borrower will enter bankruptcy or other financial reorganization; (e) the disappearance of an active market for that financial asset because of financial difficulties; or (f) observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group, including: (i) adverse changes in the payment status of borrowers; or (ii) national or local economic conditions that correlate with defaults on the assets in the group. 37 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) All loans with principal and/or interest overdue for more than 90 days are considered as impaired and individually assessed. If there is objective evidence that an impairment loss on loans and receivables carried at amortized cost has been incurred, the amount of the loss is measured based on the difference between the asset’s carrying amount and the estimated recoverable amount. The carrying amount of the asset is reduced through the use of an allowance account. The amount of the loss is recognized in the income statement. The estimated recoverable amount of a collateralized financial asset is measured based on the present value amount that is expected to be realized from foreclosure less costs for obtaining and selling the collateral, whether or not the foreclosure is probable. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognized are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed by adjusting the allowance account. Any subsequent reversal of impairment loss is recognized in income statement, to the extent that the carrying value of the asset does not exceed its amortized cost at the reversal date. The amount of the reversal should not result in a carrying amount of the financial asset that exceeds what the amortized cost would have been had the impairment not been recognized at the date the impairment is reversed. A write off is made when all or part of a loan is deemed uncollectible or in the case of debt forgiveness. Such loans are written off after all the necessary procedures have been completed and the amount of the loss has been determined. Write offs are charged against previously established allowances and reduce the principal amount of a loan. Subsequent recoveries of amounts previously written off are included in income. The methodology and assumptions used for estimating both the amount and timing of recoverable amounts are reviewed regularly to reduce any differences between loss estimates and actual loss experience. b) Assets carried at cost If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of its recoverable amount. There is no impairment recorded related to assets carried at cost. c) Available-for-sale financial assets The Group determines that available-for-sale equity investments are impaired when there has been a significant or prolonged decline in the fair value below its cost. This determination of what is significant or prolonged requires judgment. If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortization) and its current fair value, less any impairment loss previously recognized in profit or loss, is transferred from equity to the income statement. Reversals of impairment losses on debt instruments are reversed through profit or loss, if the increase in fair value of the instrument can be objectively related to an event occurring after the impairment loss was recognized in profit or loss. There is no decline in fair value below cost recorded in the fair value reserve in equity. 38 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Interest-bearing Deposits and Borrowings All deposits and borrowings are initially recognized at the fair value of consideration received less directly attributable transaction costs. After initial recognition interest-bearing deposits and borrowings are subsequently measured at amortized cost using the effective interest method. Gains or losses are recognized in the income statement when the liabilities are derecognized as well as through the amortization process. Employee Termination Benefits (a) Defined Benefit Plans In accordance with existing social legislation in Turkey, the Bank is required to make lump-sum termination indemnities to each employee who has completed over one year of service with the Bank and whose employment is terminated due to retirement or for reasons other than resignation or misconduct. Such defined benefit plan is unfunded. Provision is made for the present value of the defined benefit obligation calculated using the Projected Unit Credit Method. All actuarial gains and losses are recognized in the income statement. (b) Defined Contribution Plans For defined contribution plans, the Group pays contributions to publicly administered Social Security Funds on a mandatory basis. The Group has no further payment obligation once the contributions have been paid. The contributions are recognized as employee benefits expense when they are due. Provisions Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense. Leases (a) The Group as Lessee Operating leases Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. These include rent agreements of Head Office, which are cancelable subject to a period notice. Related payments are recognized as an expense in the income statement on a straight-line basis over the lease term. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognized as an expense in the period in which the termination takes place. 39 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) (b) The Group as Lessor Finance leases A finance lease is a lease that transfers substantially all the risk and rewards incidental to ownership of an asset. Title may or may not eventually be transferred. The Group classifies leased assets as a receivable equal to the net investment in the lease. Finance income is based on a pattern reflecting a constant periodic rate of return on the net investment outstanding. Initial direct costs are included in the initial measurement of the finance lease receivable and reduce the amount of income recognized over the lease term. Income and Expense Recognition Interest income and expense are recognized in the income statement for all interest bearing instruments on an accrual basis using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability (or group of financial assets or financial liabilities) and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, throughout the period to the next repricing date. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment) but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. Fees and commissions are generally recognized on an accrual basis when the service has been provided. Loan commitment fees for loans that are likely to be drawn down are deferred (together with related direct costs) and recognized as an adjustment to the effective interest rate of the loan. Commission and fees arising from negotiating or participating in the negotiation of a transaction for a third party are recognized on completion of the underlying transaction. Fee for bank transfers and other banking transaction services are recorded as income when collected. Income Tax Tax expense (income) is the aggregate amount included in the determination of net profit or loss for the period in respect of current and deferred tax. Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred tax Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences, except: - where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business com bination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and - in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. 40 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax credits and unused tax losses can be utilized except: - where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and - in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income tax relating to items recognized directly in equity is recognized in equity and not in the income statement. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities, and deferred taxes relate to the same taxable entity and the same taxation authority. Derivative Financial Instruments The Group enters into transactions with derivative instruments, primarily forwards in the foreign exchange markets. These derivative transactions are considered as effective economic hedges under the Group's risk management policies; however since they do not qualify for hedge accounting under the specific provisions of IAS 39 (“Financial Instruments: Recognition and Measurement”), they are treated as derivatives held for trading. Derivative financial instruments are initially recognized at fair value on the date which a derivative contract is entered into and subsequently remeasured at fair value. Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are recognized in income statement. Fair values are obtained from quoted market prices, to the extent publicly available, discounted cash flows and options pricing models as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative. Fiduciary Assets Assets held by the Group in a fiduciary, agency or custodian capacity for its customers are not included in the balance sheet, since such items are not treated as assets of the Group. 2.3 Changes in Accounting Policies The accounting policies adopted are consistent with those of the previous financial year except that the Group has adopted those new/revised standards mandatory for financial years beginning on or after January 1, 2005. 41 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) The changes in accounting policies resulting from the adoption of the following new or revised standards which are relevant to the Group’s operations are summarized below: Starting from January 1, 2005, the Company has reflected fair value change of available-for-sale securities under equity as International Accounting Standard (IAS) 39 - Financial Instruments: Recognition and Measurement is amended effective from January 1, 2005. The Company recognized gains and losses related with available-for-sale securities in income statement till January 1, 2004. According to the amendment in the accounting policy, balance sheet as of December 31, 2004 and income statement for the period ended December 31, 2004 are restated retrospectively, as mentioned in the standard. As shown in the statement of changes in equity, effects of these adjustments, which did not change the total shareholder’s equity, are summarized below: Unrealized gains/(losses) on available-for-sale investments Other reserves and retained earnings Net income for the year Reported at December 31, 2004 6,548 2,669 Restated 363 6,185 2,409 Effect of Restatement 363 (363) (260) IAS 1 (revised) “Presentation of Financial Statements” has affected the presentation of minority interest and other disclosures. IAS 21 (revised) “The Effects of Changes in Foreign Exchange Rates” had no material effect on the Group’s policy. The functional currency of the consolidated entity has been re-evaluated based on the guidance to the revised standard. All the Group entities have the same functional currency as their measurement currency. IAS 24 (revised) “Related Party Disclosures” has affected the identification and definition of related parties and some other related party disclosures. IFRS 3 “Business Combinations”, IAS 36 (revised) “Impairment of Assets” and IAS 38 (revised) “Intangible Assets” resulted no effect on Group’s policies. IAS 10 “Events After the Balance Sheet Date”, IAS 16 “Property, Plant and Equipment”, IAS 17 “Leases”, IAS 27 “Consolidated and Separate Financial Statements”, IAS 32 “Financial Instruments: Disclosure and Presentation” and IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” had no material effect on the Group’s accounting policies. IFRSs and IFRIC Interpretations Not Yet Effective The Group has not applied the IFRSs and IFRIC Interpretations that have been issued but are not yet effective. In this context, the Group expects that the adoption of IFRS 7 “Financial Instruments-Disclosures”, which supersedes IAS 30 and disclosure requirements of IAS 32 and is effective for annual periods beginning on or after January 1, 2007 will impact the presentation of additional disclosures on financial instruments. Other than this, IFRIC 4 “Determining Whether an Arrangement Contains a Lease”, which is required to be applied for annual periods beginning on or after January 1, 2006 is not expected to have an impact on the Group’s financial statements in the period of initial application. The other pronouncements (IFRS 6 “Exploration for and Evaluation of Mineral Resources”, IFRIC 5 “Rights to Interests Arising from Decommissioning, Restoration and Environmental Rehabilitation Funds”) are not relevant to the Group’s operations. Reclassification of Comparative Information The Group has made certain reclassifications in the consolidated financial statements as of December 31, 2004 to be consistent with the current year presentation. Major reclassifications are as follows: - YTL 95 of loaned securities has been classified separately from trading securities. YTL 408 of provisions has been classified separately from other liabilities. 42 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 3. CASH AND CASH EQUIVALENTS Cash on hand Balances with The Central Bank Cash and balances with The Central Bank Deposits with banks and other financial institutions Less: Time deposits with original maturities of more than three months Cash and cash equivalents in the cash flow statement 2005 1 411 2004 1 343 412 344 7,537 7,192 (24) (6,994) 7,925 542 The effective interest rates on deposits and placements are as follows: Deposits with banks and other financial institutions 2005 Effective Interest Rate New Turkish Lira Foreign Currency 2.10% 2004 Effective Interest Rate New Turkish Lira Foreign Currency 4.5% 4. RESERVE DEPOSITS AT THE CENTRAL BANK According to the regulations of The Central Bank of Turkish Republic, banks are obliged to a reserve a portion of certain liability accounts as specified in the related decrees. Such mandatory reserves are not available for use in the Group’s day to day operations. As of December 31, 2005 and 2004, the reserve deposit requirements applicable in Turkey for New Turkish Lira and foreign currency deposits were 6% and 11%, respectively. As of December 31, 2005, the interest rates applied for Turkish Lira and foreign currency reserve deposits are 10.25% (2004 - 12.5%) and 1.14% (2004 - 0.41%), respectively. 43 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 5. INVESTMENTS IN SECURITIES Trading Securities: Amount Trading securities at fair value Debt instruments Turkish government bonds & treasury bills 6,114 Total trading securities 6,114 2005 Effective Interest Rate New Foreign Turkish Lira Currency 14.22% - Amount 5,636 2004 Effective Interest Rate New Turkish Lira Foreign Currency 29.30% - 5,636 Investment Securities: Available-for-sale securities Mutual Funds Equity instruments - listed (*) Total available-for-sale securities 2005 2004 8,365 8,365 119 1,874 1,993 (*) Includes GSD Holding shares. Loaned Securities: Carrying value of debt instruments given as collateral under repurchase agreements which are classified as loaned securities and related liabilities are: Trading securities 2005 3,178 2004 95 Carrying value of securities given as collateral under repos 3,178 95 Related liability 3,004 110 Loaned securities are fixed interest securities. Repurchase agreements mature within 1 month. In addition, as of December 31, 2005, government securities with carrying values of YTL 6,114 (2004 - YTL 5,636) are pledged to the Central Bank, and the Istanbul Menkul K›ymetler Borsas› Takas ve Saklama Bankas› Anonim fiirketi (Istanbul Stock Exchange Clearing and Custody Bank Incorporation) for regulatory requirements and as a guarantee for stock exchange and money market operations. 44 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) The movement in investment securities is summarized as follows: 2005 Available-for-sale 1,993 (63) 1,347 (119) 5,207 8,365 At January 1 Exchange differences and monetary gain/(loss) on monetary assets Additions Disposals (sale) Changes in fair value At December 31 2004 Available-for-sale 2,080 (347) 260 1,993 All securities under available-for-sale portfolio are fixed interest securities. 6. LOANS AND ADVANCES Corporate loans Consumer loans Total performing loans Amount 43,953 64 44,017 Loans in arrears Less: Specific reserve for impairment Less: Portfolio reserve for impairment Total 6,855 (2,368) (352) 48,152 2005 Effective Interest Rate New Foreign Turkish Lira Currency 20.61% 8.31%-8.69% - Amount 50,487 67 50,554 2004 Effective Interest Rate New Turkish Lira 28%-60% - Foreign Currency 6%-12% - 7,167 (1,224) (331) 56,166 6,371 YTL of the loans have floating interest rates. The portfolio reserve for impairment is provided based on past experience, management’s assessment of current economic condition, the quality and inherent risk in the credit portfolio of the Group. Movements in the reserve for impairment on loans and advances: Reserve at beginning of year Provision for impairment Recoveries Provision net of recoveries Monetary gain 2005 1,555 1,248 (1) 1,247 (82) 2004 1,342 377 (2) 375 (162) Reserve at end of the year 2,720 1,555 Loans in arrears represents impaired loans and advances on which interest is not being accrued and loans overdue for more than 90 days for which interest is suspended. 45 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 7. MINIMUM LEASE PAYMENTS RECEIVABLE Not later than 1 year Later than 1 year but not later than 5 years 2005 2,458 3,138 2004 - Minimum lease payments receivable, gross 5,596 - Less: Unearned interest income (674) - Net investment in finance leases 4,922 - Minimum lease payments receivable, net 4,922 - 2005 2,062 2,860 4,922 2004 - Net investment in finance leases are analyzed as follows: Not later than 1 year Later than 1 year but not later than 5 years Total As of December 31, 2005 YTL 4,715 of gross lease receivables are denominated in foreign currency (EUR) and YTL and all are given to construction industry. The average interest rate is 8.89% and 18.75% for foreign currency denominated receivables and YTL receivables respectively. Finance lease receivables have fixed interest rates. As of December 31, 2005, there is no provision for minimum lease payments receivables. 8. PREMISES AND EQUIPMENT At January 1, 2005, net of accumulated depreciation Additions Disposals Depreciation charge for the year At December 31, 2005, net of accumulated depreciation Furniture, Fixtures and Office Equipment 54 4 (43) 15 Leasehold Improvements 171 (96) 75 Motor Vehicles 211 43 (51) 203 Leased Assets 16 5 (4) (16) 1 Total 452 52 (4) (206) 294 At January 1, 2004, net of accumulated depreciation Additions Disposals Depreciation charge for the year At December 31, 2004, net of accumulated depreciation 45 44 (35) 54 268 (97) 171 21 225 (2) (33) 211 45 (29) 16 379 269 (2) (194) 452 At December 31, 2005 Cost Accumulated depreciation Net carrying amount 201 (186) 15 486 (411) 75 331 (128) 203 401 (400) 1 1,419 (1,125) 294 At December 31, 2004 Cost Accumulated depreciation Net carrying amount 197 (143) 54 486 (315) 171 288 (77) 211 451 (435) 16 1,422 (970) 452 46 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 9. INTANGIBLE ASSETS At January 1, 2005, net of accumulated amortization Additions Amortization charge for the year At December 31, 2005, net of accumulated amortization Software 25 (16) 9 At January 1, 2004, net of accumulated amortization Additions Amortization charge for the year At December 31, 2004, net of accumulated amortization 88 1 (64) 25 At December 31, 2005 Cost Accumulated amortization Net carrying amount 827 (818) 9 At December 31, 2004 Cost Accumulated amortization Net carrying amount 827 (802) 25 10. OTHER ASSETS Transitory accounts and prepaid expenses Prepaid income and other taxes Assets held for resale Others Total 2005 402 323 11 27 763 2004 132 11 4 147 2005 2004 3,004 4,000 7,004 110 4,076 4,186 11. DEPOSITS Other money market deposits Obligations under repurchase agreements: - Due to banks Other money market deposits Total Other money market deposits have fixed interest rates whose average is 13.32%. 47 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 12. FUNDS BORROWED Amount Short-term Fixed interest Floating interest Medium/long-term Fixed interest Floating interest Total 13,969 5,504 15.45% - 4.30% 4.66% 2,802 3,375 25,650 - 5.72% 4.82% Amount Short-term Fixed interest Floating interest Medium/long-term Fixed interest Floating interest Total 2005 Effective Interest Rate New Turkish Lira Foreign Currency 2004 Effective Interest Rate New Turkish Lira Foreign Currency 24,155 - 19.00%-20.00% - 2.00% - 3.90% - 24,155 - - Floating rate 2,789 586 3,375 Fixed rate - Floating rate - 2005 2004 181 1,230 68 1,479 181 623 113 917 318 318 408 408 1,797 1,325 Repayment plan of medium and long-term borrowings is as follows: 2005 Fixed rate 2,802 2,802 2006 2007 2008 Total 2004 Funds borrowed are unsecured. 13. OTHER LIABILITIES AND PROVISIONS Other liabilities Taxes and mandatory contributions other than on income Payment orders Others Provisions Employee termination benefits Total 48 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Employee Termination Benefits In accordance with existing social legislation, the Bank is required to make lump-sum payments to employees whose employment is terminated due to retirement or for reasons other than resignation or misconduct. Such payments are calculated on the basis of 30 days’ pay (limited to a maximum of YTL 1.727 and YTL 1.575 at December 31, 2005 and 2004, respectively) per year of employment at the rate of pay applicable at the date of retirement or termination. In the financial statements as of December 31, 2005 and 2004, the Group reflected a liability calculated using the Projected Unit Credit Method and based upon factors derived using their experience of personnel terminating their services and being eligible to receive retirement pay and discounted by using the current market yield on government bonds at the balance sheet date. The annual ceiling has been increased to YTL 1.771 effective January 1, 2006. The principal actuarial assumptions used in the calculation of the total liability at the balance sheet dates are as follows: Discount rate Expected rates of salary/limit increases 2005 12% 6.175% 2004 16% 10% 2005 408 (55) (35) 318 2004 442 (15) 61 (80) 408 The movement in provision for retirement pay liability is as follows: Provision at the beginning of the year Utilized/paid Arising during the year Monetary gain At the end of the year 14. INCOME TAXES General Information The Group is subject to taxation in accordance with the tax procedures and the legislation effective in Turkey and other countries in which the Group companies operate. In 2005, the effective corporate tax rate in Turkey is 30% (2004 - 33%). Corporate tax returns are required to be filed until the fifteenth of the fourth month following the year-end and paid in one installment until the end of the related month. The tax legislation provides for a temporary tax of 30% (2004 - 33%) to be calculated and paid based on earnings generated for each quarter. The amounts thus calculated and paid are offset against the final tax liability for the year. In 2003 and prior years corporation tax was computed on the statutory income tax base determined in accordance with the Tax Procedural Code without any adjustment for inflation accounting. Starting from January 1, 2004, taxable income is derived from the financial statements which are adjusted for inflation accounting. Accumulated earnings arising from the first application of inflation accounting on December 31, 2003 balance sheet is not subject to corporation tax and similarly accumulated deficits arising from such application is not deductible for tax purposes. Moreover, accumulated tax loss carry forwards related with 2003 and prior periods will be utilized at their historical (nominal) values in 2004 and future years. In 2005, inflation accounting application for tax purposes was ceased by the Ministry of Finance based on the decline in the inflation rate. Corporate tax losses can be carried forward for a maximum period of five years following the year in which the losses were incurred. The tax authorities can inspect tax returns and the related accounting records for a retrospective maximum period of five years. 49 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Effective from April 24, 2003, investment allowances provide a deduction from the corporate tax base of 40% of the purchases of the brand-new fixed assets having economic useful life and exceeding YTL 10 (2004 - YTL 6) and directly related with the production of goods and services. Investment allowance that arose prior to April 24, 2003 are taxed at 19.8% (withholding tax) unless they are converted to new type at the will of the companies. Investment allowances can be carried forward indefinitely with indexed amounts. 10% withholding applies to dividends distributed by resident corporations to resident real persons, those who are not liable to income and corporation tax, nonresident real persons, non-resident corporations (excluding those that acquire dividend through a permanent establishment or permanent representative in Turkey) and non-resident corporations exempted from income and corporation tax. Dividend distribution by resident corporations to resident corporations are not subject to a withholding tax. Furthermore, in the event the profit is not distributed or included in capital, no withholding tax shall be applicable. Capital gains derived from cash sales of equity shares that have been held for at least two years are exempt from corporation tax if the gains are added to share capital. Furthermore, in the event the profit arising from the dividend receipt is not distributed or is included in capital, no withholding tax shall be applicable. As a result of the above exemption, the Group did not recognize a deferred tax liability amounting to YTL 1,671 on the undistributed profits of its subsidiary and other temporary differences pertaining to other investments in shares issued by Turkish companies. In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for taxes, as reflected in the consolidated financial statements, has been calculated on a separate-entity basis. As of December 31, 2005 and 2004, prepaid income taxes are netted off with the current income tax liability as stated below: Income tax liability Prepaid income taxes 2005 738 (738) - 2004 1,055 (934) 121 2005 2004 738 1,055 7 745 19 1,074 Major components of income tax expense for the years ended December 31, 2005 and 2004 are: Consolidated income statement Current income tax Current income tax charge Deferred income tax Relating to origination and reversal of temporary differences Income tax expense reported in consolidated income statement Reconciliation between tax expense and the product of accounting profit multiplied by the statutory income tax rate of the parent for the years ended December 31, 2005 and 2004 is as follows: Profit before income tax (after monetary loss) At Turkish statutory income tax rate of 30% (2004 - 33%) Income not subject to tax Other, net (including effects of disallowables, permanent differences and different tax rates applied in different jurisdictions) Income tax 50 2005 3,104 2004 3,380 931 (2,020) 1,115 (241) 1,834 745 200 1,074 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Deferred income tax Deferred income tax at December 31, 2005 and 2004 relates to the following: Consolidated Balance Sheet Consolidated Income Statement 2005 2005 2004 25 10 35 34 34 (7) 10 3 (14) (14) Deferred income tax assets Impairment provisions Employee termination benefits Others Gross deferred income tax assets 106 95 11 212 99 122 5 226 11 (22) 7 (4) (36) (16) 19 (33) Deferred income tax asset, net 177 192 (7) (19) 2005 192 (7) (8) 177 2004 241 (19) (30) 192 Deferred income tax liabilities Difference between tax and reporting bases of premises and equipment and intangible assets Others Gross deferred income tax liabilities 2004 Movement of net deferred tax asset can be presented as follows: Balance at January 1 Deferred income tax charge recognized in income statement Monetary gain/(loss) Balance at period-end Deferred income tax liabilities have not been established for the withholding and other taxes that would be payable on the unremitted earnings of the subsidiary operating outside of Turkey as it is not certain whether such amounts will be permanently reinvested or received in cash. If such amounts are collected in cash in the form of dividends, they will be subject to corporation tax in Turkey. On the other hand, if double tax treaty is signed between Turkey and the country where the subsidiary is resident, the provisions of double tax treaty will be considered. 15. DERIVATIVES In the ordinary course of business, the Group enters into various types of transactions that involve derivative financial instruments. A derivative financial instrument is a financial contract between two parties where payments are dependent upon movements in price in one or more underlying financial instruments, reference rates or indices. Derivative financial instruments include currency forward contracts. The table below shows the fair values of derivative financial instruments. The notional amount is the amount of a derivative’s underlying asset, reference rate or index and is the basis upon which changes in the value of derivatives are measured. The notional amounts indicate the volume of transactions outstanding at yearend and are neither indicative of the market risk nor credit risk. 51 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 2005 Derivatives held-for-trading Forward purchase Forward sale 2004 Fair value assets Fair value liabilities Notional amount in New Turkish Lira equivalent 33 33 1 1 5,748 5,716 11,464 Fair value assets Fair value liabilities Notional amount in New Turkish Lira equivalent 82 82 79 79 9,532 9,530 19,062 As of December 31, 2005, the majority of outstanding transactions in derivative financial instruments were with the banks and other financial institutions. 16. SHARE CAPITAL 2005 150 Million Total number of shares, YTL 0.1 (in full YTL), par value 2004 150 Million As of December 31, 2005 and 2004, the Bank’s historical subscribed and issued share capital was YTL 15,000. There is no increase in share capital of the Bank during years 2005 and 2004. As of December 31, 2005 and 2004, the composition of shareholders and their respective % of ownership are summarized as follows: 2005 Amount 15,000 15,000 21,813 36,813 GSD Holding A.fi. GSD D›fl Ticaret A.fi. GSD Factoring Hizmetleri A.fi. GSD Sigorta Arac›l›k Hizmetleri A.fi. Tekstil Finansal Kiralama A.fi. Restatement effect % 100.00 Less than 0.00 Less than 0.00 Less than 0.00 Less than 0.00 2004 Amount 15,000 15,000 21,813 36,813 On September 22, 2004, the Bank has offset its statutory accumulated deficit (amounting to YTL 16,032) against adjustment to share capital. 52 % 100.00 Less than 0.00 Less than 0.00 Less than 0.00 Less than 0.00 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 17. LEGAL RESERVES, RETAINED EARNINGS AND DIVIDENDS PAID AND PROPOSED Legal Reserves The legal reserves consist of first and second legal reserves in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of the statutory profits at the rate of 5%, until the total reserve reaches a maximum of 20% of the entity’s share capital. The second legal reserve is appropriated at the rate of 10% of all distributions in excess of 5% of the entity’s share capital. The first and second legal reserves are not available for distribution unless they exceed 50% of the share capital, but may be used to absorb losses in the event that the general reserve is exhausted. Dividends Paid and Proposed Final dividends are not accounted for until they have been ratified at the Annual General Meeting. In the General Assembly meeting of the Parent Bank, dated April 5, 2005, it was decided to distribute the profit for the year 2004 amounting YTL 4,810 after providing the legal reserves. The Group did not declare or pay dividends out of profits for 2005 as of the date of preparation of these financial statements. 18. RELATED PARTY DISCLOSURES Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making the financial and operating decisions. The Group is controlled by GSD Holding, which owns 99.99% of ordinary shares. For the purpose of these consolidated financial statements, shareholders of the Bank, GSD Holding, its subsidiaries (Tekstilbankas› A.fi., GSD D›fl Ticaret A.fi., GSD Faktoring Hizmetleri A.fi., Tekstil Finansal Kiralama A.fi., Tekstil Menkul De¤erler A.fi., Tekstil Faktoring Hizmetleri A.fi., Tekstil Biliflim Hizmetleri A.fi, GSD E¤itim Vakf›, GSD Sigorta Arac›l›k Hizmetleri A.fi. and Euro Textile Bank Offshore) are referred to as related parties. Related parties also include individuals that are principal owners, management and members of the Group’s Board of Directors and their families. With the Board of Directors’ decision numbered 18-b, dated September 15, 2004, 5,984 YTL loan was transferred from Tekstilbank to the Bank. 2005: Related party Direct/Indirect shareholders Others Cash Loans - Non-Cash Loans 22,738 7,380 Placements 7,197 Funds Borrowed 13,074 Other Current Assets - Notional Amount of Derivative Transactions 2,860 - Interest Income 114 296 Other Interest Operating Expense Income 360 7 67 Funds Borrowed 14,340 Other Current Assets 82 - Notional Amount of Derivative Transactions 3,056 - Interest Income 269 25 Other Interest Operating Expense Income 136 188 902 2004: Related party Direct shareholders Others Cash Loans 7,377 - Non-Cash Loans 23,116 2,540 Placements 3,559 No provisions have been recognized in respect of loans given to related parties (2004 - nil). 53 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Compensation of Key Management Personnel of the Group The executive and non-executive members of Board of Directors and management received remuneration and fees totaling approximately YTL 891 (2004 - YTL 732) comprising salaries and other short-term benefits. 19. SALARIES AND EMPLOYEE BENEFITS Wages and salaries Cost of defined contribution plan (employers’ share of social security premiums) Other fringe benefits Provision for employee termination benefits Bonuses Other Total 2005 1,437 153 149 (90) 112 18 1,779 2004 1,532 175 85 46 95 40 1,973 2005 801 275 182 128 118 1,504 2004 431 310 233 146 407 1,527 Average number of employee is 30 in 2005 (2004 - 29). 20. OTHER EXPENSES Utilities expenses Rent expenses Online data expenses Audit and consulting expenses Other Total 21. GAINS LESS LOSSES ON TRADING SECURITIES Gains less losses on trading securities arise primarily from fixed income securities. 54 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) 22. COMMITMENTS AND CONTINGENCIES In the normal course of business activities, the Group undertakes various commitments and incurs certain contingent liabilities that are not presented in the financial statements including: 2005 42,046 5,768 10,216 58,030 Letters of guarantee Letters of credit Acceptance credits Total 2004 43,867 7,926 5,604 57,397 23. FINANCIAL RISK MANAGEMENT Credit Risk Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Group attempts to control credit risk by monitoring credit exposures, limiting transactions with specific counterparties, and continually assessing the creditworthiness of counterparties. In addition to monitoring credit limits, the Group manages the credit exposure relating to its trading activities by limiting the duration of exposure. Concentrations of credit risk arise when a number of counterparties are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations of credit risk indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry or geographic location. Although, the Group has a concentration of lending to the textile and finance sectors, it seeks to manage its credit risk exposure through diversification of lending activities to avoid undue concentrations of risks with individuals or groups of customers. It also obtains security when appropriate. Sectoral breakdown of cash loans is as follows: 2005 26,327 2,890 531 924 1,239 1,203 1,483 698 411 992 735 6,162 43,595 64 358 6,855 (2,720) 48,152 Finance Textile Export trade Construction Chemical Manufacturing Transportation Food Automotive Publishing Agriculture Steel Tourism Electronics Others Corporate loans Consumer loans Interest accruals Loans in arrears Provision for possible loan losses 55 2004 25,866 3,051 4,971 784 663 2,419 569 757 418 497 314 1,424 467 388 7,609 50,197 67 290 7,167 (1,555) 56,166 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Sectoral breakdown of non-cash loans is as follows: 2005 41,176 3,166 3,258 270 2,684 300 7,176 58,030 Wholesale and retail trade Exports trade Finance Textile Transportation Metal Food Construction Publishing Automotive Media Tourism Other Total 56 2004 6,714 19,871 7,507 2,776 1,156 6,343 1,089 4,645 2,568 1,403 2,806 519 57,397 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Liquidity Risk Liquidity risk is the risk that an entity will be unable to meet its net funding requirements. Liquidity risk can be caused by market disruptions or credit downgrades which may cause certain sources of funding to become unavailable. To mitigate liquidity risk, the Group diversifies funding sources and assets are managed with liquidity in mind, maintaining a balance of cash and cash equivalents. The table below analyses assets and liabilities of the Group into relevant maturity groupings based on the remaining period at balance sheet date to contractual maturity date. Up to 1 Month 1 to 3 months 3 to 6 months 6 to 12 months Over 1 year Unallocated Total As at December 31, 2005 Assets: Cash and balances with The Central Bank Deposits with banks and other financial institutions and other money market placements Reserve deposits at The Central Bank Trading securities Investment securities Loans and advances Minimum lease payments receivable Derivative financial instruments Premises and equipment Intangible assets Deferred tax asset Other assets Total assets 412 - - - - - 412 7,513 1,111 17,032 184 751 27,003 980 13,110 365 33 14,488 24 290 13,578 498 14,390 1,351 167 1,014 2,532 6,671 130 2,861 177 9,839 8,365 4,135 294 9 12 12,815 7,537 1,111 9,292 8,365 48,152 4,922 33 294 9 177 763 81,067 Liabilities: Funds borrowed and other money market deposits Derivative financial instruments Other liabilities and provisions Income taxes payable Deferred tax liability 20,129 1,479 - 312 1 - 3,384 - 5,453 - 3,376 - 318 - 32,654 1 1,797 - Total liabilities 21,608 313 3,384 5,453 3,376 318 34,452 Net liquidity gap 5,395 14,175 11,006 (2,921) 6,463 12,497 46,615 25,245 23,451 11,552 1,813 13,865 2,750 13,727 1,432 758 12 8,080 408 73,227 29,866 1,794 9,739 11,115 12,295 746 7,672 43,361 As at December 31, 2004 Total assets Total liabilities Net liquidity gap 57 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Currency Risk Foreign currency risk indicates the possibility of the potential losses that banks are subject to due to adverse movements between currencies. The Bank manages foreign currency risk by the Risk Committee, The Risk Committee scrutinizes the risks taken by considering the general economic environment and developments in the markets. The concentrations of assets, liabilities and off balance sheet items in various currencies are: New Turkish Lira As at December 31, 2005 Assets: Cash and balances with The Central Bank 1 Deposits with banks and other financial institutions and other money market placements 6 Reserve deposits 46 Trading securities 9,292 Investment securities 8,365 Loans and advances, minimum lease payments receivable 38,356 Derivative financial instruments Premises and equipment 294 Intangible assets 9 Deferred tax asset 177 Other assets 763 Total assets 57,309 US Dollars Euro Other Total 411 - - 412 7,239 1,065 8,683 17,398 159 6,035 33 6,227 133 133 7,537 1,111 9,292 8,365 53,074 33 294 9 177 763 81,067 Liabilities: Funds and other money market deposits Derivative financial instruments Other liabilities and provisions Income taxes payable Deferred tax liability Total liabilities 9,669 812 10,481 14,990 1 769 15,760 7,995 216 8,211 - 32,654 1 1,797 34,452 Net balance sheet position 46,828 1,638 (1,984) 133 46,615 Off-balance sheet position Net position 46,828 32 1,670 (1,984) 133 32 46,647 Total assets Total liabilities 59,020 15,391 10,494 13,338 3,640 1,137 73 - 73,227 29,866 Net balance sheet position 43,629 (2,844) 2,503 73 43,361 Off-balance sheet position Net position 43,629 2 (2,842) 2,503 73 2 43,363 At December 31, 2004 58 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments and cash flows. The Group is exposed to interest rate risk as a result of mismatches or gaps in the amounts of assets and liabilities and off balance sheet instruments that mature or reprice in a given period. The Group manages this risk by matching the repricing of assets and liabilities through risk management strategies. A substantial majority of the Group’s assets and liabilities reprice within three months. Accordingly, there is a limited exposure to interest rate risk. The table below summarizes the Group’s exposure to interest rate risk on the basis of the remaining period at the balance sheet date to the repricing date. Up to 1 month 1 to 3 months 3 to 6 months 6 to 12 months Over 1 year Non-interest bearing Total As at December 31, 2005 Assets: Cash and balances with The Central Bank Deposits with banks and other financial institutions and other money market placements Reserve deposits at The Central Bank Trading securities Investment securities Loans and advances Minimum lease payments receivable Derivative financial instruments Premises and equipment Intangible assets Deferred tax asset Other assets Total Assets - - - - - 412 412 7,537 1,111 31,787 184 40,619 980 10,965 365 33 12,343 290 1,104 498 1,892 1,351 31 1,014 2,396 6,671 4,265 2,861 13,797 8,365 294 9 177 763 10,020 7,537 1,111 9,292 8,365 48,152 4,922 33 294 9 177 763 81,067 Liabilities: Funds borrowed and other money market deposits Derivative financial instruments Other liabilities and provisions Income taxes payable Deferred tax liability 21,887 - 752 1 - 6,634 - 3,381 - - 1,797 - 32,654 1 1,797 - Total liabilities 21,887 753 6,634 3,381 - 1,797 34,452 Balance sheet interest sensitivity gap 18,732 11,590 (4,742) (985) 13,797 8,223 46,615 27,237 21,926 11,552 1,813 13,865 2,750 13,727 1,432 5,948 420 899 1,526 73,228 29,867 5,311 9,739 11,115 12,295 5,528 (627) 43,361 As at December 31, 2004 Total assets Total liabilities Net interest sensitivity gap 59 GSD BANK ANNUAL REPORT 2005 GSD Yat›r›m Bankas› Anonim fiirketi NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005 (Currency - In thousands of New Turkish Lira, unless indicated otherwise) Market Risk Market Risk Committee calculates and reports market risks arising from trading operations for the internal use and for the legal reporting requirement to Banking Regulation and Supervision Agency (BRSA). BRSA reporting methodology is standard method. Capital Adequacy To monitor the adequacy of its capital, the Bank uses ratios established by BRSA. These ratios measure capital adequacy (minimum 8% as required by BRSA) by comparing the Bank’s eligible capital with its balance sheet assets, off-balance sheet commitments and market and other risk positions at weighted amounts to reflect their relative risk. As of December 31, 2005 and 2004, the Bank’s capital adequacy ratio is above 8%. 24. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Values Fair values of financial assets and liabilities carried at amortized cost, including mainly loans, lease receivables, deposit with banks and other financial institutions, reserve deposits at the Central Bank are considered to approximate their respective carrying values due to the fact that the effective interest rates on those represent the current effective market rates and also their short-term nature. 25. SUBSEQUENT AND OTHER EVENTS As of January 1, 2006 the annual ceiling for employee termination benefits increased to YTL 1.771. There is a draft tax legislation announced in the website of Directory of Inland Revenue, which among other changes foresees the reduction of the corporate tax rate from 30% to 20% effective from January 1, 2006. The draft legislation has not been substantively enacted or enacted as of the date of preparation of these consolidated financial statements. 60 Directory GSD BANK A.fi. GSD Binas›, Ayd›nevler Mah., ‹nönü Cad., Gökçe Sok. No: 14 34854 Küçükyal›, Maltepe, Istanbul, Turkey Web: www.gsdbank.com.tr INTERNATIONAL RELATIONS Contact Person: Yeflim Kayhan, Manager, International Relations Telephone: (+90 216) 518 01 07 Fax: (+90 216) 489 97 76 E-mail: [email protected] TREASURY Contact Person: Zuhal Kirpikli, Assistant General Manager, Treasury Telephone: (+90 216) 587 90 00 Fax: (+90 216) 489 97 90 E-mail: [email protected] MARKETING Contact Person: Hülya Sivasl›gil, Assistant General Manager, Marketing Telephone: (+90 216) 587 90 00 Fax: (+90 216) 489 97 49 E-mail: [email protected] Finar Corporate Communications © 2006 +90 212 259 43 11 www.gsdbank.com.tr