Anadolu Efes Biracılık ve Malt Sanayii Anonim Şirketi and Its Subsidiaries - PDF

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Anadolu Efes Biracılık ve Malt Sanayii Anonim Şirketi and Its Subsidiaries Consolidated Financial Statements Together With Report of Independent Auditors ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş. TABLE

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Anadolu Efes Biracılık ve Malt Sanayii Anonim Şirketi and Its Subsidiaries Consolidated Financial Statements Together With Report of Independent Auditors ANADOLU EFES BİRACILIK VE MALT SANAYİİ A.Ş. TABLE OF CONTENTS Page Report of Independent Auditors 1 Consolidated Balance Sheet 2 Consolidated Income Statement 3 Consolidated Statement of Changes in Equity 4 Consolidated Cash Flow Statement 5 Notes to the Consolidated Financial Statements 6-48 CONSOLIDATED BALANCE SHEET As at (Currency- In millions of TL in equivalent purchasing power at ; full US Dollars (USD) - Note 2) ASSETS Note TL USD TL Current assets Cash and cash equivalents 4 117,237,791 83,991, ,260,068 Marketable securities 5 3,401,327 2,436, ,064 Trade receivables, net 6 104,235,080 74,675, ,921,513 Due from related parties 34 37,632,962 26,960,896 16,865,081 Inventories, net 7 129,940,689 93,091,726 97,683,818 Prepayments and other current assets 8 39,676,016 28,424,575 45,833,097 Total current assets 432,123, ,580, ,144,641 Non-current assets Investment in associates 9 159,958, ,596, ,475,878 Property plant and equipment, net ,928, ,590, ,610,752 Intangible assets, net 11 6,673,310 4,780,873 4,480,157 Goodwill, net ,918, ,866, ,463,175 Investment in securities 13 16,479,670 11,806,317 66,729,654 Prepayments and other non-current assets 14 26,228,205 18,790,331 35,000,130 Deferred tax asset 29 6,455,966 4,625,164 2,957,911 Total non-current assets 1,151,642, ,056,567 1,130,717,657 Total assets 1,583,766,700 1,134,637,475 1,508,862,298 LIABILITIES AND EQUITY Current liabilities Short term borrowings ,801,022 85,827,496 66,960,575 Current portion of long term borrowings 16 38,516,382 27,593, ,749,546 Trade and other payables ,015, ,368, ,172,261 Due to related parties 34 8,068,705 5,780,558 9,396,044 Income tax payable 29 1,674,917 1,199,939 11,307,124 Provisions , ,000 30,058,649 Total current liabilities 336,907, ,366, ,644,199 Non-current liabilities Long term borrowings ,159,772 78,920,340 88,854,987 Employee termination benefits 18 14,837,985 10,630,186 17,542,347 Deferred tax liability 29 38,163,725 27,341,143 54,298,039 Other non-current liabilities 18,083,957 12,955,654 25,611,070 Provisions ,292 74,000 - Total non-current liabilities 181,348, ,921, ,306,443 Minority interest ,748, ,297, ,612,013 Equity Issued capital ,616, ,456, ,776,048 Currency translation differences (67,002,406) (48,001,667) (3,566,031) Legal reserves and accumulated profits ,146, ,597, ,089,626 Total equity 908,761, ,052, ,299,643 Total liabilities and equity 1,583,766,700 1,134,637,475 1,508,862,298 The accompanying policies and the explanatory notes on pages 6 through 48 form an integral part of the consolidated financial statements. (2) CONSOLIDATED INCOME STATEMENT For the year ended (Currency- In millions of TL in equivalent purchasing power at ; full US Dollars (USD) - Note 2) Note TL USD TL Sales 1,040,891, ,712, ,477,499 Cost of sales 22 (474,591,005) (340,005,090) (447,294,958) Gross profit 566,300, ,707, ,182,541 Distribution and selling expenses 23 (245,305,650) (175,741,151) (252,629,651) General and administration expenses 24 (124,661,276) (89,309,464) (131,956,144) Other operating income / (expense), net 28 2,551,172 1,827,703 (4,207,994) Profit from operations 198,884, ,484,515 90,388,752 Income from associates 9 34,996,932 25,072,399 11,681,577 Financial income/(expense), net 27 5,911,673 4,235,223 (7,322,302) Foreing exchange gain/ (loss), net 21,725,833 15,564,757 (35,871,538) Monetary gain 24,277,068 17,392,506 79,777,648 Income before tax 285,796, ,749, ,654,137 Income tax 29 (40,301,327) (28,872,558) (35,823,334) Income from ordinary activities 245,495, ,876, ,830,803 Minority interest 37 (15,842,580) (11,349,895) 5,674,672 Net income 229,652, ,526, ,505,475 Earnings per share (full TL and USD) Basic, diluted 21 2, The accompanying policies and the explanatory notes on pages 6 through 48 form an integral part of the consolidated financial statements. (3) CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the year ended (Currency- In millions of TL in equivalent purchasing power at ; full US Dollars (USD) - Note 2) Issued Capital Currency Translation Differences Legal Reserves and Accumulated Profits Total TL USD TL USD TL USD TL USD At January 1, ,776, ,093,015 28,397,859 20,344, ,584, ,403, ,758, ,841,015 Currency translation differences - amount arising in the year - - (29,473,021) (21,114,975) - - (29,473,021) (21,114,975) - to income statement on partial disposal of subsidiary - - (2,490,869) (1,784,501) - - (2,490,869) (1,784,501) Net income for the year ,505,475 77,735, ,505,475 77,735,172 At December 31, ,776, ,093,015 (3,566,031) (2,554,766) 437,089, ,138, ,299, ,676,711 Issue of share capital 22,840,681 16,363, (22,840,681) (16,363,453) - - Dividends declared (10,754,438) (7,704,663) (10,754,438) (7,704,663) Currency translation differences - amount arising in the year - - (61,273,399) (43,897,308) - - (61,273,399) (43,897,308) - to income statement on partial disposal of subsidiary - - (2,162,976) (1,549,593) - - (2,162,976) (1,549,593) Net income for the year ,652, ,526, ,652, ,526,947 At 342,616, ,456,468 (67,002,406) (48,001,667) 633,146, ,597, ,761, ,052,094 The accompanying policies and the explanatory notes on pages 6 through 48 form an integral part of the consolidated financial statements. (4) CONSOLIDATED CASH FLOW STATEMENT For the year ended (Currency- In millions of TL in equivalent purchasing power at ; full US Dollars (USD) - Note 2) Note TL USD TL Cash flows from operating activities Net profit before income tax, minority interest and monetary gain 261,519, ,356,894 58,876,489 Adjustments for: Depreciation and amortization (including amortization of goodwill) 10,11,12,26 110,343,666 79,052, ,688,672 Loss on sale of fixed assets 28 2,864,682 2,052,307 5,546,786 Provision for employee termination benefits 18 3,787,278 2,713,271 4,587,173 Renunciation of debt, written as income 28 (1,503,314) (1,077,000) 1,606,644 Foreign exchange gain/ (loss) raised from loans (25,353,776) (18,163,879) 33,890,173 Interest expense 27 13,855,195 9,926,098 24,657,171 Gain on sales of shares in investments, net 28 (29,758,843) (21,319,743) (36,089,144) Equity in income of associates 9 (34,996,932) (25,072,399) (11,681,577) Provision for litigation risk and other provisions 17 1,261, ,500 20,700,872 Reversal of unused reserve for litigation and other provision 17, 28 (23,046,642) (16,511,007) - Impairment loss in property, plant and equipment , ,000 18,610,538 Impairment loss in available for sale investments 28 35,073,395 25,127,178 - Other income/expense (2,223,647) (1,593,057) 3,146,677 Operating profit before changes in operating assets and liabilities 311,972, ,502, ,540,474 (Increase) / decrease in trade receivables and due from related parties, net (25,660,929) (18,383,927) (26,432,304) (Increase) / decrease in inventories, net (22,647,943) (16,225,373) 20,949,005 (Increase) / decrease in other current assets (4,195,468) (3,005,705) 33,593,486 Change in other non-current assets and liabilities, net (4,244,251) (3,040,653) (6,706,738) Increase / (decrease) in trade payables and due to related parties, net 41,816,814 29,958,279 (63,214,178) Taxes paid (69,988,282) (50,140,799) (20,676,919) Net cash provided by operating activities 227,052, ,664, ,052,826 Cash flows from investing activities Purchase of property, plant and equipment 10 (106,180,846) (76,069,769) (144,914,295) Proceeds from the sale of property, plant and equipment 6,397,172 4,583,043 2,237,958 Purchase of intangible assets 11 (2,531,103) (1,813,326) (10,133,176) P Proceeds from the sale of intangible assets - - 7,126 Proceeds from the sale of interest in subsidiaries and investment in securities 13,716,678 9,826,862 68,644,895 Capital increase of subsidiaries from minority shareholders 3,239,273 2,320,670 6,183,106 Payments to acquire minority interest (968,344) (693,737) - Increase in investment in associates - - (166,752) Acquisition of subsidiary, net of cash acquired (63,233,419) (45,301,500) - Dividends received from associates 4,777,021 3,422,339 - Net cash used in investing activities (144,783,568) (103,725,418) (78,141,136) Cash flows from financing activities DDividends paid 20 (10,754,438) (7,704,663) - PProceeds from short-term and long-term debt 184,259, ,006, ,161,628 RPepayment of short-term and long-term debt (196,521,595) (140,791,422) (309,247,471) Interest paid (16,591,237) (11,886,245) (26,083,365) Net cash used in financing activities (39,608,186) (28,375,980) (45,169,208) Currency translation differences (25,582,761) (18,327,926) 9,222,223 Net increase in cash and cash equivalents 42,660,446 30,562,671 44,742,482 Monetary loss on cash and cash transactions (4,279,699) (3,066,048) (35,445,575) Cash and cash equivalents at the beginning of the year 4, 5 107,841,132 77,259,224 89,322,002 Cash and cash equivalents at the end of the year 4, 5 120,639,118 86,427, ,841,132 The policies and explanatory notes on pages 6 through 48 form an integral part of the consolidated financial statements. (5) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Currency -- In millions of TL in equivalent purchasing power at, unless otherwise indicated) 1. CORPORATE INFORMATION General Anadolu Efes Biracılık ve Malt Sanayii A.Ş. (a Turkish corporation Anadolu Efes, the Company) was established in İstanbul in Certain shares of Anadolu Efes are listed on the İstanbul Stock Exchange. The registered office address of the Anadolu Efes is located at Bahçelievler Mahallesi Adnan Kahveci Bulvarı No:5 Bahçelievler- İstanbul. The Group consists of the Company and its subsidiaries. The consolidated financial statements of the Company are authorized for issue by the management on April 22, The General Assembly and certain regulatory bodies have the power to amend the statutory financial statements after issue. Nature of Activities of the Company / Group The operations of Anadolu Efes and its subsidiaries consist of production of beer under a number of trademarks and bottling of soft drinks under Coca-Cola trademark and production and marketing of some other local trademarks. The Group own and operate fourteen beer factories (five in Turkey and nine in other countries), three malt production facilities (two in Turkey and one in Kazakhstan) and three Coca-Cola bottling plants (in other countries). The Group has a joint control over the brewery in Romania. In addition, the Group has minority stake and management control over a bottling plant in Turkmenistan and a malt production facility in Russia. List of Subsidiaries The subsidiaries included in consolidation and their shareholding percentages at and 2002 are as follows: Efes Breweries International N.V. (formerly Efes Breweries International B.V.) (EBI) (1) (2) Place of Incorporation The Netherlands Principal Activities Facilitating investments in breweries Effective Shareholding and Voting Rights % ZAO Moscow-Efes Brewery (Efes Moscow) (2) (3) Russia Production and marketing of beer OAO Amstar (Amstar) (2) Russia Production of beer Efes Pazarlama ve Dağıtım Ticaret A.Ş. (Ef-Pa) Turkey Marketing and distribution company of the Group in Turkey Efes Sınai Yatırım Holding A.Ş. (Efes Sınai) (4) Turkey Facilitating investments in soft drinks in foreign countries Efes Invest Holland B.V (Efes Holland) The Netherlands Investment company of Efes Sınai Azerbaijan Coca-Cola Bottlers LLC (Azerbaijan CC) Azerbaijan Production, bottling, disribution and sale of Coca Cola products J.V.Coca Cola Almaty Bottlers Limited Liability Partnership (Almaty CC) Kazakhstan Production, bottling, distribution and selling of Coca-Cola and Efes Products Coca Cola Bishkek Bottlers Closed Joint Stock Company (Bishkek CC) (2) Kyrgyzstan Production, bottling, distribution and selling of Coca-Cola and distribution of Efes Products Efes Ukraine Brewery (Efes Ukraine) (3) Ukraine Production and marketing of beer Tarbes Tarım Ürünleri ve Besicilik Sanayi Ticaret A.Ş. (Tarbes) Turkey Providing hops (major ingredient of beer) to the breweries of the Group (6) (Currency -- In millions of TL in equivalent purchasing power at, unless otherwise indicated) 1. CORPORATE INFORMATION (continued) Place of Incorporation Principal Activities Effective Shareholding and Voting Rights % CJSC Efes Karaganda Brewery (Efes Karaganda) (3) Kazakhstan Production and marketing of beer Euro-Asien Brauerein Holding GMBH (Euro-Asien) (3) Germany Investment company of EBI Cypex Co. Ltd. (Cypex) (2) Cyprus Marketing and distribution of beer Efes Vitanta Moldovia Brewery S.A. (Efes Vitanta) (2) Moldova Production and marketing of beer, soft drinks, low alcoholic drinks and mineral water Efes Weifert Brewery d.o.o (Efes Weifert) (2) Serbia Production and marketing of beer Efes Commerce d.o.o Belgrade (Efes Commerce) (2) Serbia Production and marketing of beverages Efes Romania Industrie Si Comert S.A. (ERIC) (3) Romania Distribution of beer Efes Productie S.R.L (Efes Productie) (3) Romania Distribution of beer Tonus Open Joint Stock Company (Tonus) Kazakhstan Investment Company of Efes Sınai Rostov Beverage C.J.S.C. (Rostov) Russia Ceased production in 2000 and leased its plant to ZAO Moscow Efes Brewery Anadolu Efes Technical and Management Consultancy N.V. (AETMC) Antilles, Netherlands Providing technical assistance Efes Holland Technical Management Consultancy B.V. (EHTMC) The Netherlands Providing technical assistance ZAO Efes Entertainment (Efes Entertainment) Russia Entertainment Interbrew Efes Brewery S.A. (Interbrew Efes) (3) (5) Romania Production of beer ACCB Limited Liability Partnership (ACCB) (Eski ismiyle Astana CC Bottlers) (6) Kazakhstan Construction was ceased in Coca Cola Kuban Bottlers A.O. (Kuban) (6) Russia Ceased its operations (1) In June 2003, the articles of association were changed and the Company transformed its legal status from a B.V. into a N.V. (2) Please refer to Note 3 for detailed information. (3) As discussed in Note 3, the shareholding percentage of the Company at EBI has decreased from 86,96% to 84.96%. Therefore, the Group s indirect shareholding decreased at these subsidiaries. (4) Shares are currently traded on the İstanbul Stock Exchange and the London Stock Exchange. (5) Proportionally consolidated. (6) Please refer to Note 2 for detailed information. Environments and Economic Conditions of Foreign Subsidiaries The countries, in which certain consolidated subsidiaries are operating, have undergone substantial, political and economical changes in the recent years. Accordingly such markets do not possess well-developed business infrastructures and the operations in such countries might carry risks, which are not typically associated with those in more developed markets. Uncertainties regarding the political, legal, tax and/or regulatory environment, including the potential for adverse changes in any of these factors, could significantly affect the subsidiaries ability to operate commercially. (7) (Currency -- In millions of TL in equivalent purchasing power at, unless otherwise indicated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in preparing the consolidated financial statements of the Company and its subsidiaries are as follows: Basis of Preparation The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), which comprise standards and interpretations approved by the International Accounting Standards Board and International Accounting Standards Committee (IASC) and Standing Interpretations Committee (SIC) interpretations approved by the IASC that remain in effect. The consolidated financial statements have been prepared on the historical cost convention. The Company and the subsidiaries, which are incorporated in Turkey, maintain their books of account and prepare their statutory financial statements ( Statutory Financial Statements ) in accordance with the Turkish Commercial Code and Tax Legislation and the Uniform Chart of Accounts issued by the Ministry of Finance. The foreign subsidiaries maintain their books of account and prepare their statutory financial statements in their local currencies and in accordance with the regulations of the countries in which they operate. The consolidated financial statements have been prepared from statutory financial statements of the Company and its subsidiaries and presented in accordance with IFRS in Turkish Lira (TL) with adjustments and certain reclassifications for the purpose of fair presentation in accordance with IFRS. Such adjustments mainly comprise effects of restatement for the changes in the general purchasing power of respective local currencies, accounting for consolidated financial instruments in accordance with IAS 39 and deferred taxation. In December 2000, ERIC and Efes Productie were placed in liquidation and as a result changed their basis of accounting, from goingconcern basis to the liquidation basis. Convenience Translation of Consolidated Financial Statements to U.S. Dollars U.S. dollars (USD) amounts shown in the consolidated financial statements have been included solely for the convenience of the reader and are translated from TL, as a matter of arithmetic computation only, at the official TL exchange rate ( Official Exchange Rate ) for purchases of USD announced by the Central Bank of the Republic of Turkey on of TL1,395,835 (full) = USD Such translation should not be construed as a representation that the TL amounts have been or could be converted into USD at this or any other rate. Reclassifications on 2002 Financials The Group has made reclassifications between other tangible assets and intangible assets; due from related parties and trade receivables; and due to related parties and trade and other payables amounting to TL 1,524 billion, TL 795 billion and TL 12,293 billion, respectively, in the consolidated financial statements as of December 31,2002 to be consistent with the current year presentation. Changes in Accounting Policies and Estimates In 2003, as a result of a review of the useful lives and depreciation methods applied to items of property, plant and equipment, managements of Azerbaijan CC, Bishkek CC and Almaty CC came to the conclusion that there has been a significant change in the expected pattern of economic benefits from equipment used in the production operations of the companies. The depreciation method to be used over the remaining lives of the machinery and equipment is revised from unit case production method to straight-line depreciation method, and the corresponding change in depreciation method has been accounted for as a change in accounting estimates. This change increased the depreciation charge for 2003 by approximately TL 1,351,168 after related income taxes. (8) (Currency -- In millions of TL in equivalent purchasing power at, unless otherwise indicated) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Measurement Currency, Reporting Currency and Translation Methodology a. Measurement Currency, Reporting Currency and Translation Methodology for the Company and Its Subsidiaries which operate in Turkey: Measurement currency of the Company and its subsidiaries, which operate in Turkey, is Turkish Lira (TL). The restatement for the changes in the general purchasing power of TL as of 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. One characteristic that necessitates the application of IAS 29 is a cumulative three year inflation rate approaching or exceeding 100%, which has been valid in Turkey in the years covered by the consolidated financial stateme
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