2015
ANNUAL REPORT
2015
ANNUAL REPORT
İÇİNDEKİLER Doğuş Group Structure
4
Operational Map
6
Financial and Operational Highlights
8
Consolidated Financial Information by Segments
10
Corporate Profile
11
Doğuş Holding and its Functions
12
Corporate Risk Management and Internal Audit
15
Doğuş Group’s Approach Toward its Stakeholders
16
Credit Ratings
17
Message from the Chairman
18
Members of the Board of Directors
20
Committees Subject to the Board of Directors
23
Message from the CEO
25
Financial Services
28
Automotive
54
Construction
64
Media
76
Tourism and Services
86
Real Estate
110
Energy
120
F&B
124
New Initiatives
128
Corporate Social Responsibility
147
Consolidated Financial Statements
161
DOĞUŞ GROUP
DOĞUŞ GROUP
DOĞUŞ GROUP STRUCTURE
DOĞUŞ GROUP
DOĞUŞ GROUP
DOĞUŞ GROUP
OPERATIONAL MAP
AMERICA 1. USA d.ream Partnerships
2. saınt barths D-Hotels & Resorts
EUROPE 3. Bulgaria 11. Romania
17. FRANCE d.ream Partnerships
4. CROATIA
Garanti Bank Romania - Headquarters & 84 Branches SC Motoractive Credit SA Ralfi IFN SA
D-Marin D-Hotels & Resorts
12. Switzerland
Doğuş Construction EODD Doğuş Construction Bulgaria Branch Doğuş Construction Representative Office
5. MONTENEGRO D-Marin Partnerships
GBI Representative Office D-Auto Suisse SA Doğuş SA - Geneva
6. Germany
13. The Netherlands
Garanti Bank Representative Office GBI Branch Doğuş Media Group GMBH Euromessage Deutschland GMBH
GBI Headquarters D-Marin Investments Holding BV d.ream International BV
7. Greece
14. Turkish Republic of Northern Cyprus
D-Marin Partnerships
Garanti Bank - 7 Branches
24. Kazakhstan 18. SPAIN D-Marin Partnerships
Doğuş Kazakhstan Branch Doğuş L.L.C.
25. Oman afrıca
Doğuş Construction Oman L.L.C.
19. Libya
26. Qatar
Doğuş Construction Libya Branch
Doğuş Construction Qatar Branch Doğuş Construction L.L.C.
20. Morocco Doğuş Construction SARL Doğuş Construction Morocco Branch
27. Russia GarantiBank Moscow - Headquarters d.ream Franchises Doğuş Avenu L.L.C. - Crate and Barrel
asıa 28. Saudi Arabia 21. Azerbaijan
Doğuş Construction Saudi Arabia Branch
8. Italy
15. UK
d.ream Franchise
D-Hotels & Resorts
Garanti Bank Representative Office d.ream Partnerships
22. China
d.ream Partnerships
Garanti Bank Branch
16. Ukraine
Garanti Bank Representative Office d.ream Partnerships
30. UNITED ARAB EMIRATES
10. Malta
GBI Representative Office Doğuş Construction L.L.C. Doğuş Construction Representative Office
9. Luxemburg
Garanti Bank Branch
29. Thailand
23. Iraq D-Auto L.L.C.
Doğuş Management Services Ltd. d.ream Partnerships REIDIN Headquarters
DOĞUŞ GROUP
DOĞUŞ GROUP
FINANCIAL AND OPERATIONAL HIGHLIGHTS
(TL thousand) 2011
2012
2012 Restated *
2013
2014
2015
38,670,347
42,455,912
5,652,082
6,055,545
7,063,906
3,295,202
3,581,705
3,994,879
-
-
-
-
Segment Assets
1,918,829
2,113,525
1,803,381
2,122,790
2,538,297
3,660,224
Revenue
5,118,152
5,486,618
5,133,468
6,604,260
7,694,772
10,891,069
Segment Assets
1,068,310
1,014,417
1,022,364
1,083,802
1,675,571
2,444,333
Revenue
646,326
507,446
507,446
449,154
800,605
1,595,468
1,505,245
1,550,752
1,551,065
1,591,177
1,498,397
1,674,877
273,678
594,153
596,660
818,749
746,683
648,599
1,696,527
2,122,733
2,074,886
2,336,769
3,199,053
4,925,183
218,992
272,438
274,949
348,148
480,882
610,097
890,448
1,291,204
643,030
993,933
1,653,824
2,253,241
-
8,060
-
62,082
68,840
114,942
Segment Assets
-
799,724
748,747
1,025,624
1,584,289
1,776,227
Revenue
-
19,561
19,564
208,663
342,103
600,630
5,221,015
4,736,881
4,319,668
5,539,274
7,640,664
9,381,954
90,311
116,861
117,241
153,450
238,968
321,793
Banking and Finance Segment Assets Total Interest and Commission Income
Key Financial Indicators (TL thousand) 2011 ROE
2012
Automotive
2012 Restated *
2013
2014
2015
27.3%
6.9%
6.9%
1.2%
0.6%
-3.9%
Total Assets
50,970,721
56,085,148
17,815,222
20,748,914
26,854,001
29,411,241
Total Shareholders' Equity
9,864,793
10,801,229
10,801,229
10,586,002
10,626,543
10,992,945
Revenues
9,929,164
11,000,016
6,649,328
8,644,506
10,372,853
14,782,598
Net profit for the year
2,691,764
744,003
744,003
127,591
60,739
(432,841)
Gross Profit
2,551,956
2,790,710
776,615
1,083,348
1,185,416
1,519,199
Profit before net finance cost
3,463,632
1,047,284
961,861
1,036,479
1,046,099
1,735,479
Construction
Media Segment Assets Revenue
Tourism and Services Segment Assets
Principal Performance Ratios (%)
Revenue
2011
2012
2012 Restated *
2013
2014
2015
Gross Profitability
25.7%
25.4%
11.7%
12.5%
11.4%
10.3%
Net Profitability
27.1%
6.8%
11.2%
1.5%
0.6%
-2.9%
ROA- Return on Assets
5.3%
1.3%
4.2%
0.6%
0.2%
-1.5%
ROE- Return on Group Equity
27.3%
6.9%
6.9%
1.2%
0.6%
-3.9%
Energy Segment Assets Revenue
Entertainment
* Effective from 1 January 2013, the Group has adopted the new reporting standard (IFRS 11- Joint Arrangements). The proportionate consolidation method applied to the Group’s interest in joint ventures is replaced by the “equity method” effective for annual periods beginning on or after 1 January 2013. Therefore, key financial indicators for 2012 are restated for comparative presantation.
Other Industrial Segments Segment Assets Revenue
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DOĞUŞ GROUP
CONSOLIDATED INFORMATION BY SEGMENTS
CORPORATE PROFILE
11% FINANCIAL SERVICES
TOTAL ASSETS BY SEGMENT 2015
12% AUTOMOTIVE 32% OTHERS
8% CONSTRUCTION
6% ENTERTAINMENT
6% MEDIA
17% TOURISM AND SERVICES 8% ENERGY
TOTAL REVENUE BY SEGMENT 2015 4% ENTERTAINMENT 1% ENERGY 2% OTHERS 4% TOURISM AND SERVICES 0% FINANCIAL SERVICES
4% MEDIA
11% CONSTRUCTION
Founded in 1951, Doğuş Group has been taking its place among the leading business conglomerates of Turkey. Adopting a global vision, Doğuş Group is active in eight core businesses: financial services, automotive, construction, media, tourism and services, real estate, energy and F&B. In addition, the Group sustains its growth with new investments in the areas of technology and entertainment.
of transformation and innovation. Utilizing its global perspective, world-class brands, and noteworthy partnerships, Doğuş Group’s vision – particularly with regard to services – is a valuable asset to Turkey. The group is able to maximize the value of its brands by utilizing the highest quality human resources and the most advanced technology to maintain the high standards that have made it a global player in the services sector.
Doğuş Group utilizes a management style that is both customer- focused and productivity-centered. While it is formed through material gains, it embodies a strong corporate citizenship approach which is at the center of all business practices of the group and which benefits the entire society. In line with this approach, Doğuş Group implements several corporate responsibility and sponsorship projects, with a special focus on child development, education, environment, arts, culture and sports.
Doğuş Group always provides its services based upon the principles of customer satisfaction and trust. As a result of this approach, the group has created reputable brands with global standards and has been representing Turkey worldwide. To become a leading global player, the group builds alliances with local and international partners towards its growth strategy. Doğuş Group has contributed to this process by creating a synergy with global partners including the following: BBVA (Banco Bilbao Vizcaya Argentaria, S.A.) in finance, Volkswagen AG and TÜVSÜD in automotive, Condé Nast, National Geographic and Discovery in media, Hyatt International Ltd and The Peninsula Hotels in tourism, Latsis Group, Kiriacoulis Group and Adriatic Croatia International (ACI) Group in marinas, the International Azumi Group in the food & beverage industry and Korean SK Group in e-commerce.
Doğuş Group is aware of its responsibilities and acts in accordance with a vision that includes leading by example and contributing to economic development. The group plays a significant role in the Turkish economy by creating numerous employment opportunities and generating high levels of business volume. Doğuş Group’s Corporate Social Responsibility Strategy is to support economic, social and environmental development and increase the level of prosperity by creating innovative and sustainable business models in every sector and region.
Standing out as a pioneer of change, Doğuş Group is always ready to adapt to the developments around the world. In line with this adaptation strategy, the group also has the advantage of capitalizing on its broad range of experience and collaborations. By signing partnership agreements with the leading companies, Doğuş Group signals its intention to accelerate its investments throughout the world.
74% AUTOMOTIVE
Doğuş Group has more than 290 companies and around 50,000 employees. The group has created strong customer loyalty while building brand value with its high-tech infrastructure. Doğuş Group continues contributing to Turkey’s ongoing process
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DOĞUŞ HOLDING AND ITS FUNCTIONS
DOĞUŞ HOLDING
HOLDING FUNCTIONS
It is the mission of Doğuş Holding to fulfill steering, coordination, control and audit functions, as well as to generate value for the group and its companies, monitor activities of the group companies on behalf of the shareholders, and perform the financial audit and administer control systems. Doğuş Holding aims to create competitive companies that put regional growth at the focal point of their operations. In the management of its subsidiaries, Doğuş Holding is committed to fulfilling the following responsibilities: • Updating the group’s strategy along with the changing investment climate and steering the group companies in line with the predetermined strategy. • Ensuring generation of sufficient financial resources to realize the group’s long-term vision. • Formulating and managing corporate initiatives so as to enable the group to adapt in the quickest manner possible to the developing and evolving business environment. • Leading the creation and management of strategic alliances and corporate partnerships. • Providing communication among the group companies and identifying opportunities that will result in synergies. • Coordinating and consolidating the financial and corporate reporting of group companies. • Ensuring optimum use of technology, knowledge and human resources across the group. • Formulating and maintaining corporate values and communicating them within and outside the group. • Instilling an awareness of social responsibility and corporate citizenship. • Implementing the ERM (Enterprise Risk Management) approach to assure that the business risks undertaken by the Group companies are aligned with shareholders’ risk appetite.
Finance and Financial Reporting
DOĞUŞ GROUP
The Finance Department is responsible for relations with local and foreign financial institutions in tandem with the financing needs of Doğuş Holding and other Group companies (excluding the finance sector), cash flow and asset management, coordination of market risks as well as rating process management, and project finance requirements of the nonfinancial segment of Doğuş Group. The Financial Reporting Department is mainly responsible for the preparation of consolidated financial statements, management reports and projections in accordance with Turkish and International Financial Reporting Standards, and monitoring and reporting of deviations from business line budgets. The Group planning and budgeting process is monitored. Group Reporting System convergence projects are also carried out by the Department.
Human Resources
The Human Resources Department is responsible for the management of Doğuş Holding human resources processes in line with corporate values and long-term strategies. The Department aims to create common language for human resources policies among the other Doğuş Group companies. The main goals of the Human Resources Department are attracting and recruiting talented individuals; investing in and creating a well-educated, innovative, ethical and sensitive workforce; developing employees’ careers based on the future needs of the Group; enhancing practices within the Group through assignments, transfers and rotation program for employee and organizational development; establishing competitive reward and recognition systems; and increasing employee motivation and commitment. The other functions of the Department
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are implementing organizational development policies, career planning, compensation, benefits and performance management for Doğuş Holding and some of its subsidiaries. The Department is also responsible for establishing the communication and social platform as a “Do” internal loyalty program, hobby clubs; and also providing strategic and operational human resources policies among the other Doğuş Group companies and also ensuring an environment suitable for lifelong learning.
with risk management guidelines, the Department regularly prepares risk reports, facilitates riskbased discussions in management meetings, and makes recommendations to the CEO, Risk & Audit Committee, and the Board of Directors.
Internal Audit The Internal Audit Department is responsible for the performance of financial, operational, and IT audits at Doğuş Group companies in accordance with its annual risk-based audit plan. In addition, the Department tracks all internal audit findings and coordinates follow ups to ascertain that appropriate action is taken. The results are periodically reported to the Risk & Audit Committee. The Internal Audit Department also supports M&A transactions.
With the leadership of Doğuş Holding Chairman Ferit F. Şahenk, Doğuş Holding Human Resources department aims to improve women’s employment within the Group. Since Doğuş Holding became a member of “Equality at Work Platform” which is established in 2012 under the presidency of Turkish Ministry of Family and Social Policies, the Human Resources department has launched a “Mentoring Program” for female employees in order to increase women in executive positions. As a pilot project, it has been practiced in three Doğuş Group companies. In 2016-2017, the project will be applied within all Group companies.
The Legal Affairs Department is responsible for the legal representation of Doğuş Holding and other group companies and for ensuring that all kinds of contracts, legal processes and counseling services are handled in line with the Company’s best interests and with no legal risk.
Corporate Communications
Investments
The Corporate Communications Department is responsible for Doğuş Group’s reputation management through the means of strategic communication tools, media relations, social responsibility projects and sponsorship activities. The department is also responsible for the coordination of the internal communications among Doğuş Group companies and the group’s external communication tools including the annual report, corporate responsibility report, and the corporate website.
The Investments Department is responsible for business development activities in new sectors and in those sectors in which Doğuş Group already operates. It evaluates domestic and regional investment opportunities that are in line with the Group’s strategy and developments in the global economy. Department responsibilities include providing thorough analysis of business opportunities and undertaking M&A activities of the Group for the projects approved by Doğuş Holding Board of Directors. The Department is also responsible for monitoring projects after successful initiation to ensure timely and efficient returns.
Legal Affairs
Risk Management The Risk Management Department’s main responsibility is to seek and provide assurance that the risks and opportunities across Doğuş Group Companies are identified and risk topics are properly measured, managed and actioned upon to ensure the shareholder value is sustained. Risks monitored by the Department include financial, strategic, legal and operational risks as well as emerging ones. The Department works closely with the Group companies and their respective finance, sales, operations and other executive functions as well as the risk management departments in order to evaluate necessary risk intelligence and their due consideration in the decision making processes. The Department is also responsible for the oversight and strategy for risk retention and transfer through design and procurement of corporate insurance cover with relevant insurance policies. In accordance
DOĞUŞ GROUP
Financial Affairs and Accounting The Financial Affairs and Accounting Department is responsible for organizing the accounting records in accordance with tax legislation and within the framework of a single-form accounts plan, preparing and controlling of all monthly, quarterly and annually tax returns, preparing and submitting the financial reports (quarterly P&L, balance sheet, reconciliations and other reports as required) to the authorities. The Department is liable for the approval of the invoices in line with the manual of the Company, and following up their maturity dates. It also has the responsibility of providing assistance in terms of tax accountability, relations with tax authorities, intercompany relations, and financial activity compatibility.
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Tax Affairs
participation of Dogus Group Security Managers. Necessary notifications regarding 5188 law and the new electronic and pyhsical developments in the world are informed by Department. Department leads the managing partner of the bidding process, the introduction of new suppliers, to share new trends and developments in purchasing at the monthly meeting with Dogus Group Purchasing Managers. Updated informations and experiences on the Occupational Health and Safety Law are shared with the Group Companies and developments are followed. Department makes on-site detection and offers advice on Electronic and Physical Security, Technical and Occupational Health and Safety issues in accordance with the scope of Dogus Group companies.
The Tax Affairs Department is responsible for assistance and support services for Doğuş Group, as well as its subsidiaries, regarding tax laws and procedures such as tax disputes, incentives, M&A, transfer pricing, training, and structuring to avoid international double taxation. The Department also participates in the meetings of the related associations such as TÜSİAD and YÖİKK to support the tax legislation process.
Lean Management The Lean Management Department is responsible for coordinating the lean transformation within Doğuş Group. Through a series of activities, such as training, value stream mapping studies, action workouts, and Kaizen projects, the Department helps management and employees to understand lean management principles and invigorate business performance of the entire group. It leads and reports the results of process optimization studies that help the group increase its competitive advantage and profitability through increased efficiency, quality and customer satisfaction.
CORPORATE RISK MANAGEMENT AND INTERNAL AUDIT
Social Projects The Social Projects Department is responsible for managing Doğuş Holding’s social content related projects. The concentration of the projects has been focused on the topics of financial literacy and the empowerment of women, with financial literacy programs such as “3 Kumbara Financial Literacy Education Program” and “İSMEK (Goal 20,000 Women)”. The Department also supports WEF Gender Parity Gap Turkish Task Force “Equality at Work Platform”. The Social Projects Department works in close cooperation with public authorities, NGOs and various organizations that are within the scope of the undertaken programs. The Department aims to generate various sustainable projects that are of added value to the Turkish society.
Information Technologies The IT Department is responsible for assistance and support services under information technologies of Doğuş Holding and other Group companies which are under the same IT infrastructure with Doğuş Holding. This includes installing, managing and supporting all hardware, software and other services under the IT infrastructure. IT professionals working in this capacity ensure that the network is operating properly and all employees have the ability to use IT resources. The IT Department is also responsible for information security, availability and providing a corporate perspective on information technology initiatives.
Protocol The Protocol Department is responsible for the overall coordination of meetings, events and organizations in which the Chairman of Doğuş Group is involved and invited as well as the logistical coordination of protocol services and event management. This includes conducting the necessary arrangements to represent the Chairman at the national and international platforms in line with the protocol, the coordination of the official relations of Doğuş Group and the coordination of the official organizations to which the Doğuş Group Executive Board members are invited. The Protocol Department’s responsibilities also include economic research, analysis and reporting on a regular and ad hoc basis, drafting statements, letters and protocol messages, preparing documents and presentations upon request of the Chairman, and managing external communications and strategic relations with the related third parties and institutions such as the World Economic Forum (WEF), Turkish Industry and Business Association (TÜSİAD) and Foreign Economic Relations Board (DEİK).
Security and Administrative Affairs The Security and Administrative Affairs Department supports Doğuş Holding and group companies in administrative cases including work safety, employee health, cleaning, catering, gardening, spraying, inventory management, valet service, call- center and courier services, protocol services, library and archives services, educational audit, security training services, ambulance service, transport, purchasing, common purchasing, vehicle fleet rental, technical maintenance, emergency case management, electronic security applications and project management, private security and other administrative affairs in line with Doğuş Group’s vision, mission, main principles and terms. Security and Administrative Affairs Department is organized “Security Managers Seminar’’ every year with the DOĞUŞ GROUP
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Global and local risk experiences in recent years have made effective risk management mechanisms crucial. Long-term success goals around sustainable growth and profitability along with increasing regulatory requirements have made it essential for companies to employ robust risk management and internal control systems. Doğuş Group, with diverse business operations in different regions and countries, is cognizant of its need to monitor and manage various risks, including strategic, business, financial and operational risks. 2015 was a successful year in terms of promoting the risk culture, improving the governance structure surrounding risk and internal audit activities as well as establishing a framework around the identification, measurement, monitoring and management of risks. Risk Committee meetings are held on a regular basis and these meetings generate valuable and relevant risk information, which is discussed and escalated when necessary.
Holding is held on a regular basis. In addition, every major sector has its own Risk and Audit Committee. These Committees, which function under the respective Board of Directors, are also responsible for assessing risks and proposing appropriate solutions aligned with Group’s risk appetite. Internal Audit Department of Doğuş Holding contributes to the long-term success of Doğuş Group by promoting an effective framework of controls by performing the following functions:
The Risk Management Department of Doğuş Holding works closely with the company Risk Management Departments in order to strengthen risk culture and penetrate risk management activities across the Group and in order to obtain and generate sound, timely risk intelligence into its decision making processes. Holding Risk Management Department provides policies, guidance and know-how to Group companies, and raises group-wide awareness for different types of risks via periodical risk roundtables, workshops, dashboards and reports it facilitates/generates. The Department is also responsible for the oversight and strategy of risk retention and transfer through design and procurement of insurance programs.
Assessing and reporting to group and company audit and risk committees and to management as appropriate, on the effectiveness of the design and operation of the framework of controls.
•
The Internal Audit Department of Doğuş Holding is responsible for performing financial, operational (process) and IT audits at Doğuş Group companies in accordance with its annual risk-based audit plan. The Department operates with a risk-based approach, tracking all internal audit findings and coordinating follow-ups to ascertain that appropriate action is taken. Results are periodically reported to the Risk and Audit Committee of Doğuş Holding, which in turn monitors and reviews the scope, extent and effectiveness of the activity of the Internal Audit Department. The Internal Audit team consists of qualified professionals in different audit disciplines with relevant experience in the business processes that are under review.
The Internal Audit Department of Doğuş Holding works closely with the Internal Audit departments of various sectors to improve the effectiveness of control environments within the Group companies.
At Doğuş Group, the Board of Directors oversee the risk management and internal audit activities and their effectiveness. The Risk and Audit Committee of Doğuş DOĞUŞ GROUP
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DOĞUŞ GROUP
DOĞUŞ GROUP’S APPROACH TOWARD ITS STAKEHOLDERS
TRANSPARENCY AND ACCOUNTABILITY
All Doğuş Group affiliated companies listed on Borsa Istanbul (BIST) have their individual Investor Relations departments that are able to effectively manage the flow of information to their stakeholders in line with national regulations. The fields of activity and performance of the Group’s publicly-floated companies are disclosed in conformity with the principles of their respective companies by the Capital Markets Board of Turkey (SPK).
Doğuş Group adheres to strict business ethics that include transparency and accountability in an environment where all players, from large corporations to individual customers, and from employees to society in general, are affected by each other’s actions. In all of its operations and business activities, Doğuş Group has fully integrated globallyaccepted principles of responsible business conduct. All stakeholders have been informed of the Group’s position on these matters. Upholding these principles and high ethical standards is not limited to its own business dealings; the Group also requires that the same approach be followed by all of its stakeholders, on both national and international levels. Doğuş Group embraces the principle of “not being involved” with any party that acts contrary to globally-accepted standards and that cannot provide reliable disclosures with regards to its actions.
Transparency and accountability are the two key components of Doğuş Group’s management approach. Consequently, Doğuş Holding has been rated by two of the major international rating agencies - Standard & Poor’s and Moody’s since 2000 and 2006, respectively. Doğuş Holding is instantly recognized by its ratings from international rating agencies. The Group has become well- known for both its quality of management and the global principles of corporate governance it supports.
Standard & Poor’s Rating Outlook
Rating
Outlook
LONG-TERM COUNTERPARTY CREDIT RATING
BB-
Stable
SHORT-TERM COUNTERPARTY CREDIT RATING
B
Moody’s Rating Outlook
ETHICAL PRINCIPLES
Rating
Outlook
LONG-TERM CORPORATE FAMILY RATING
Ba1
Stable
PROBABILITY OF DEFAULT RATING
Ba1
Strict compliance with the Code of Conduct and Standards is a key principle for Doğuş Group. As such, actions that violate the Company’s Code of Conduct are subject to disciplinary measures. As a participant to the United Nations Global Compact since April 2007, the Group has reaffirmed its commitment to fight corruption both internally and in other areas, which may fall within its sphere of influence. Ethical principles are spelled out and documented in procedures under the following headings:
Much attention is paid by Doğuş Group to the disclosure of its financial and non-financial information to its shareholders, employees, customers, national and international business partners, suppliers, existing and potential investors of its publicly floated companies, and the public at large. The Group makes all relevant information available on its website and informs the public about its corporate strategy, activities, and new fields of investment via annual reports, periodic press releases, and conferences. The Group’s financial statements are drawn up quarterly in accordance with International Financial Reporting Standards (IFRS). Semi-annual and year-end consolidated financial statements together with independent auditors’ review and audit reports, respectively, are shared with the public.
DOĞUŞ GROUP
CREDIT RATINGS
• •
• • • •
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Time and resource utilization at the companies, Relations with customers, subcontractors, suppliers of goods and other companies and individuals with whom the company has commercial interactions, The acceptance of gifts, invites, aids and donations, Relations with the media, Actions that can result in conflict of interest, Safeguarding of information pertaining to the companies, personal information, professional misconduct, security and harassment.
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Konya-Akşehir-Afyon Highway and Artvin Dam and HEPP projects in Turkey in 2015. •
MESSAGE FROM THE CHAIRMAN
2015 was another rapid expansion year for Doğuş Tourism Group with a number of new investments in Turkey and abroad, including Murat Reis Ayvalık, D-Resort Sibenik and Eden Rock – St. Barths hotels. Our growth process in the tourism and hotel industry has been ongoing with new international transactions in the pipeline.
•
In line with our goal of growing in the marina industry, we signed a management agreement with Dukley Marina in Budva. In addition to our activities and investments in marina business, we also acquired 70 percent stake in Marina Barcelona 92 (MB’92), a specialized company dedicated to service-refit, repair and maintenance of super yachts.
•
Doğuş Real Estate and Doğuş REIT sustained their operational excellence and strong performance in 2015. New project and business development activities have been ongoing.
Against this backdrop, Doğuş Group sustained its high growth process and completed the year 2015 with successful results. Key developments in the Group’s strategic business areas and companies include the following: •
Dear stakeholders, 2015 was another year of slow growth for the global economy. Among advanced countries, the US economy continued to strengthen and Europe somewhat recovered compared to the previous year. However, as has been the case in recent years, the emerging market economies lost momentum in 2015 as well. Strengthening US dollar, the decline in the commodity prices led by oil, the slowdown of the Chinese economy and geopolitical risks were among the main items of the global economic agenda.
•
Despite the global developments, external financing conditions and geopolitical risks, Turkish economy managed to grow by 4 percent in 2015. Given the global conjuncture, I think that was a remarkable economic growth performance. As a net energy
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Garanti has once again shown its capacity and experience in adapting to different market conditions in 2015 with its strong capital structure and successful balance sheet management. Thanks to its performance especially in terms of successful funding transactions, Garanti further increased its contribution to the Turkish economy in 2015 with an approximately 20 percent loan growth. Doğuş Otomotiv managed to maintain its market leader position for the fourth consecutive year and increased its market share further to 21 percent in 2015. Our dedication to excellence in service quality and our comprehensive approach including sales and after-sale services with an extensive dealer network, financing support and institutionalization in the used-car market have been paying off. Doğuş Construction, one of the important regional players in the market, has further expanded its portfolio with new infrastructure projects in Saudi Arabia, Qatar and Bulgaria. Doğuş Construction also successfully completed
2015 ANNUAL REPORT
Doğuş Media Group increased its market share and strengthened its brand portfolio with the inclusion of Glamour and Condé Nast Traveller. In addition, Doğuş Media Group reached an agreement in 2015 with Discovery Communications for the sale of our news and entertainment channel, CNBC-e. According to this agreement, we will continue to be the sole advertising sales representative for the channel acquired by Discovery Communications.
•
importer, the “rebalancing process” of the Turkish economy continued in 2015 especially with the help of the rapid decline in the oil prices. I believe that the main economic indicators of the Turkish economy will further improve in 2016.
•
Doğuş Retail Group, which has several luxury brands such as Armani, Gucci, Loro Piana and Crate & Barrel under its umbrella has extended its portfolio by adding new global brands “Kiko” and “Under Armour”.
•
Power generation operations of Doğuş Energy has been increased with the completion of the Artvin Dam and HEPP Project in 2015.
•
Turkey and abroad. D.ream currently operates in 10 countries with 58 brands and more than 6 thousand employees. •
Doğuş Group companies have always operated with the principle of giving back to the society. Sustainable development in economic, cultural, social and environmental areas of life forms the basis of our corporate social responsibility efforts. In this respect, we continued our active support to education, culture & arts, sports, environment and health in 2015. One of the most important highlights of 2015 was our long-term commitment to support The Göbeklitepe Project with the Ministry of Culture and Tourism; a plan to conserve and exhibit humanity’s oldest form of structure located in the southeast region of Turkey. The project was launched at the World Economic Forum in Davos, underlining the importance we attach to the heritage of Turkey. Our efforts regarding arts and culture continued with our support for young artists; providing them with the opportunity to exhibit their art work at our retail locations. Being aware of the crucial importance of a well-educated young population, we continued our cooperation with many universities and schools. As has been the case so far, Doğuş Group will continue to be among the pioneers of change in Turkey. Believing in the great potential of our country, Doğuş Group’s contribution to the economy and society will continue by new investments, new value creation and employment. With the increase in our global business operations, we will further strengthen our position as a regional competitive player. I would like to take this opportunity to extend my sincere thanks to all our colleagues for their dedicated efforts; and our customers, business partners and shareholders for their trust and contributions.
The restaurant management company of Doğuş Group (D.ream) has been growing rapidly in line with our strategy of expanding existing brands, developing new, innovative concepts and introducing local brands to the international arena. D.ream has further strengthened its position in the restaurant business by establishing strong partnerships in
DOĞUŞ GROUP
Last but not least, our new initiatives have also left behind a very successful year. N11.com, our open market platform in e-commerce, became the market leader in 2015 with 400 million visitors. Related Group continued its successful operations in a variety of online marketing services through euromessage, madebycat, brandmail and Visilabs.
Ferİt F. Şahenk Chairman
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DOĞUŞ GROUP
MEMBERS OF THE BOARD OF DIRECTORS
FERİT F. ŞAHENK Chairman
serves also in subsidiaries of Garanti as the Chairman of the Board of GarantiBank International N.V. and GarantiBank Moscow. Mr. Sözen holds Chairman of the Board and Vice Chairman responsibilities in various other affiliates of Doğuş Holding.
Ferit F. Şahenk is the Chairman of Doğuş Group and also the Chairman of Garanti Bank. Formerly, he served as the founder and Vice President of Garanti Securities, CEO of Doğuş Holding and Chairman of Doğuş Otomotiv. Mr. Şahenk is a Board Member of the Foreign Economic Relations Board (DEİK) of Turkey. Previously, he served as the Chairman of the Turkish-German Business Council; the Chairman of the Turkish-American Business Council; Deputy Chairman of Turkish-United Arab Emirates Business Council and Executive Board Member of TurkishGreek Business Council of DEİK. Mr. Şahenk is an active member of the World Economic Forum and the Alliance of Civilizations Initiative. He serves on the Regional Executive Board of Massachusetts Institute of Technology (MIT) Sloan School of Management for Europe, Middle East, South Asia and Africa and Advisory Board of the Middle East Centre of London School of Economics. Mr. Şahenk holds a Bachelor’s degree in Marketing and Human Resources from Boston College.
Hüsnü AKHAN CEO of Doğuş Group Hüsnü Akhan was born in Birecik/Şanlıurfa on the 23rd of January, 1953. He completed his primary and secondary education at Birecik High School. Mr. Akhan is a graduate of Middle East Technical University, Department of Business Administration and earned his Master’s degree in Economics from University of Miami (USA). Mr. Akhan served at various positions of the Central Bank of the Republic of Turkey. He served as Representative at London Office and Assistant General Manager at the Foreign Relations Department of the Central Bank of the Republic of Turkey. He joined Doğuş Group in 1994. After serving as the Executive VP responsible for Treasury, Operations and Foreign Relations at Garanti Bank, he was assigned as the General Manager of Körfezbank in 1998. Mr. Akhan was a board member of Doğuş Holding and CFO during 2001-2005. Since January 2006, he has been a board member of Doğuş Holding and the CEO. Additionally, he currently serves as the Chairman of the Board for Doğuş Real Estate, Related Digital Marketing, Doğuş Photography, Doğuş Sports, Fashion and Media Services, Doğuş Energy, Doğuş Healthy Life, Körfez Aviation, Doğuş Planet Electronics & Informatics Services as Deputy Chairman for D Energy, and as a board member for TÜVTÜRK, Doğuş Construction.
SÜLEYMAN SÖZEN Vice Chairman Süleyman Sözen is a graduate of Ankara University Faculty of Political Sciences and has worked as a Chief Auditor at the Ministry of Finance and the Undersecretariat of Treasury. Since 1981, he has held various positions in the private sector, mainly in financial institutions. Mr. Sözen holds a Certified Public Accountant license. Having served on the Board of Directors of Garanti Bank since 1997, Sözen was appointed as Vice Chairman on July 08, 2003. He
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DOĞUŞ GROUP
ACLAN ACAR Member
NACİ BAŞERDEM Member
Aclan Acar started his career in 1974. After working for the state- owned Halkbank for three years, he joined the Central Bank of Turkey in 1978 where he served in different departments until 1990. During this period Mr. Acar undertook several managerial responsibilities including establishing trading room, managing open market account for domestic operations, reorganizing and managing foreign exchange transactions division of money markets and treasury department of the Central Bank. Mr. Acar has been continuing his career within the Doğuş Group since September 1990. First, he started at Garanti Bank, one of the leading private banks in the country, as the Executive Vice President in charge of Treasury and Financial Institutions. At this position, he also undertook administration of international branches and representative offices of Garanti Bank. Between 1994- 1996 period, he served as the President and Chief Executive Officer of Bank Ekspres, then owned by the Group. Following acquisition of Ottoman Bank, the oldest and one of the most respected banks of the country, by the Doğuş Group in June 1996, Mr. Acar was appointed as the President and Chief Executive Officer of the Bank. Since April 2000 he serves as a Member of Board and the Executive Committee of Doğuş Group. Between the years 2001-2005 he served as the Chairman of Tansaş and in the meantime as the Chairman of Garanti Insurance and Garanti Pension Company. As of January 2006 he was appointed as the Chairman of Doğuş Otomotiv.
Born in Aksaray in 1957, he graduated from Boğaziçi University, Business Administration School in 1981. He worked in various private sector companies covering different managerial positions. During the transformation period of NTV TV channel to “Doğuş Media Group” and the re-structuring process of Tansaş Supermarkets, he acted as executive committee member. After Tansaş he joined Doğuş Construction Group and was appointed as CEO of the Vehicle Inspection Services Inc. TÜVTÜRK, which is the joint venture of TÜV SÜD, Bridgepoint and Doğuş. Mr. Başerdem was appointed Member of the Doğuş Holding Board of Management in October 2014. He conducts Doğuş Tourism and Retail Groups as Group Head since July 2011.
ERMAN YERDELEN Member Erman Yerdelen was born in Istanbul and graduated from high school also in Istanbul. He has visited Münster University, Germany, where he attended the School of Business Administration. In 1966, he graduated from the Finance and Business Administration Faculty of Istanbul School of Economy and Commerce. He received his Master’s degree in 1996 from Marmara University, Istanbul. After various managerial posts in the private sector, in 1992, Mr. Yerdelen became the Chairman of the Board of Turkish Airlines. He participated in the founding of NTV News Channel in 1996 and has been acting as its Chairman of the Board since then. He is also a member of Doğuş Holding Board of Directors representing Doğuş Media Group. Mr. Yerdelen speaks both English and German.
Mr. Acar took his undergraduate degree from the Academy of Economics and Commercial Sciences in Ankara. Later on, he received his MS degree in Banking and Insurance from the same university. Between the years of 1985-1986, he attained his MA degree in Economics from Vanderbilt University, Nashville, Tennessee, USA.
GÖNÜL TALU Member
AHMET KURUTLUOĞLU Member
Gönül Talu is a graduate of Istanbul Technical University with a Master of Sciences degree in civil engineering. He joined Doğuş Group in 1969 and has held various managerial positions in Doğuş Construction. Since 1991, he serves as the CEO and the Chairman of the Board of Directors of Doğuş Construction. He is also a member of the Board of Directors of Doğuş Holding.
Ahmet Kurutluoğlu obtained his undergraduate degree from Faculty of Law, his MBA degree from the Business Administration Faculty, and his Master’s degree in Labour Legislation from the Faculty of Law, Istanbul University. He joined Doğuş Group in 1981 and has been in charge for the legal affairs as a Legal Counsel for Doğuş Holding and Doğuş Construction. Mr. Kurutluoğlu is currently a member of the Board of Directors of Doğuş Holding and in charge for the legal affairs as the Chief Legal Counsel of the Group.
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DOĞUŞ GROUP
PROF. DR. MUHSİN MENGÜTÜRK Member
YÜCEL ÇELİK Member
Prof. Dr. Muhsin Mengütürk is a member of the Board of Directors of Doğuş Holding. He served as the Chairman of the Capital Markets Board of Turkey from 1997 to 2000 and he has held numerous executive roles in the finance sector. Prior to 1990, he taught at Bosphorus University and Istanbul Technical University (İTÜ). Prof. Mengütürk is a graduate of American Robert College in Istanbul where he completed his undergraduate degree in Mechanical Engineering. He received his MS and PhD at Duke University, again in Mechanical Engineering.
Yücel Çelik is a graduate of Ankara University, Faculty of Political Sciences. He had served in the finance sector prior to joining Doğuş Group in 1974 with Garanti Bank. Between 1983-2006, he was a member of the Board of Directors of Garanti Bank and its subsidiaries. Currently, he serves as a member of the Board of Directors of Doğuş Holding.
DOĞUŞ GROUP
COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS
DR. SADİ GÖĞDÜN Member THE RISK AND AUDIT COMMITTEE
Sadi Göğdün graduated from Istanbul High School of Economics and Commercial Sciences and obtained his doctor’s degree in economics and commercial sciences in 1971. Dr. Göğdün joined Doğuş Group in 1976 and has worked as a member of the Board in various companies of the Group. Furthermore, he served as a member of the Board of Garanti Bank. Currently, Dr. Göğdün serves as a member of the Board of Directors of Doğuş Holding and Doğuş Construction and Trade Company.
The Doğuş Holding Risk and Audit Committee is established by the Doğuş Group Board of Directors to assist the Board in its oversight of risk and risk management across the Group and Group Companies. It exists to support the Board in its responsibility for ensuring that a sound system of internal control exists. The Committee consists of three Board Members elected by the Board. It meets regularly prior to the Group Board meetings, and no less than four times a year. The Committee is supported by Doğuş Holding Risk Management and Internal Audit departments.
ŞADAN GÜRTAŞ Member Şadan Gürtaş is a graduate of Anadolu University, Faculty of Economic and Commercial Sciences. He joined Doğuş Group in 1968. Mr. Gürtaş has been a Member of the Board of Directors of Doğuş Holding A.Ş. with his other responsibilities as the Chairman, Deputy Chairman and Board Member in other affiliates of Doğuş Group. He currently serves as the Chairman of Doğuş Turizm Sağlık Yatırımları ve İşletmeciliği Sanayi ve Ticaret A.Ş., Nahita Restoran İşletmeciliği ve Yatırım A.Ş., NTV Radyo ve Televizyon Yayıncılığı A.Ş., D Koruma ve Güvenlik Hizmetleri A.Ş., Doğuş Sigorta Aracılık Hizmetleri A.Ş., Doğuş Spor Kompleksi Yatırım ve İşletme A.Ş. He also continues to function as Deputy Chairman at Darüşşafaka Doğuş Sportif Yatırımlar ve Ticaret A.Ş., Doğuş Yayın Grubu A.Ş. and as the member of the Board of Directors at Doğuş İnşaat ve Ticaret A.Ş., Doğuş Sportif Faaliyetler A.Ş.
•
•
•
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•
Overseeing the efficiency of actions taken by Group companies in response to the results of financial, operational, and information technology audits performed by the Doğuş Holding Internal Audit Department,
•
Evaluating the efficiency of the internal control processes of Group companies and advising on ways to improve the internal control environment, Overseeing the efficiency of financial control and internal audit activities within the Group,
•
Reviewing the design, completeness and effectiveness of the risk management framework relative to the Group companies’ activities; reviewing the adequacy and quality of the risk management function; reviewing the effectiveness of risk reporting (including timeliness and risk events); Reviewing regular information flow from Group companies and evaluating risk information as well as Group strategies, business plans, budgets and investments,
•
Overseeing the security, efficiency and effectiveness of the information systems used by Doğuş Group companies and reviewing and approving their contingency plans,
•
Assisting the Board of Directors in order to ensure that the business activities of Group companies are in compliance with the requirements of applicable laws and regulations.
THE HUMAN RESOURCES COORDINATION COMMITTEE
Reviewing management’s view of emerging and potential risks; and reviewing the management actions, if any, required in response to changes in the risk profile and emerging or potential risks;
The Human Resources Coordination Committee is established to assist the Board in fulfilling its oversight responsibilities in the field of human resources. The Committee’s primary focus is with respect to the development, succession planning and compensation of senior executives and the identification, oversight and management of risk
Reviewing Group risk levels to ensure that they are in line with shareholder risk preferences,
DOĞUŞ GROUP
Providing guidance to the Doğuş Holding Risk Management Department.
Internal Audit related responsibilities include:
Risk Management related responsibilities include:
•
DOĞUŞ GROUP
•
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DOĞUŞ GROUP
DOĞUŞ GROUP
related to the human resources policies and practices of all group companies. The Major Responsibilities of the Committee Include: •
Developing, implementing and sharing human resources best practices within Group companies,
•
Sharing within the Group information about vacant positions and potential candidates,
•
Developing common projects employee engagement.
to
MESSAGE FROM THE CEO
increase
THE LEGAL ADVISORY COUNCIL •
Evaluating legislation-related forward looking view,
issues
with
a
•
Advising on the legal processes to be followed and the measures to be taken in such matters.
Within such a context, Turkish economy showed its resilience in terms of growth in 2015. Thanks to its sizable and vibrant domestic market, Turkish economy’s growth rate was 4% last year, much higher than the 3.1% annual average growth in the preceding three years. The annual average oil prices declined further in 2015 to $52 from $99 in 2014. Since Turkey is an energy importing economy, the oil price decline contributed significantly to the ongoing improvement in the external balance in recent years, bringing the current account deficit to GDP ratio to 4.5% in 2015. Year-end inflation turned out to be 8.8%, which was higher than the inflation target due mainly to the currency depreciation. Macroeconomic developments to date since the beginning of the year indicate that the overall performance of the Turkish economy would be better going forward. Doğuş Group continued its activities with more than 290 companies and over 50,000 employees, in the sectors where it operates with a global vision, also in 2015. It has achieved significant growth both organically and inorganically by new investments in these sectors.
Dear stakeholders, Last year the world economy grew by 3.1%, which is the lowest level since the global financial crisis in 2009. The growth differential between advanced and developing economies continued to narrow in 2015. Led by the strengthening US economy, advanced economies’ growth rate was 1.9%, much higher than the 1.4% annual average in the preceding three years. The developing economies, on the other hand, continued to lose momentum in the fifth year in a row and grew by just 4%, down from 7.4% in 2010. Tightening external financing conditions with appreciating dollar, uncertainties regarding the economic slowdown of China, declining commodity prices and geopolitical risks were the key risk factors affecting the global economy in 2015.
DOĞUŞ GROUP
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DOĞUŞ GROUP
Our consolidated turnout increased to TL 14.8 billion at the end of 2015, while our profit before net finance cost materialized as TL 1.74 billion. Our consolidated assets grew by 10% and reached TL 29.4 billion and our combined assets climbed by 15% and reached TL 317 billion. When we keep the financial services sector outside of our figures, we have achieved a growth by 35% in 2015. The legal permission and procedures for the share transfer between Garanti Bank and BBVA were completed in 2015. As Doğuş Group, our goal was
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DOĞUŞ GROUP
to increase the share of out other sectors by our financials, without gearing down our bank. Garanti Bank will continue to be the best-managed and most profitable bank in Turkey also in 2016.
to 4 and the number of its marinas to 11. We aim to increase our marina capacity in order to evaluate the available demand in the regions where we have marina investments and be able to offer superior services to larger masses.
The automotive sector experienced a good year in general. Domestic sales in Turkey once more reached the limit of one million, while domestic production pushed the 1.2 million limit. 2015 was also a successful year for Doğuş Otomotiv: it has increased its market value which is traditionally around 11-12% to the level of 21% by its breakthrough in the last two years and completed 2015 also with a profitable growth.
Doğuş Retail Group, acting as the Turkish distributor or world renowned brands such as Armani, Crate & Barrel and Loro Piana, will expand its retail network by bringing more widespread chain brands into the Turkish market until the end of 2016 by the investments made within the scope of our strategic plans. In addition, in 2016, we aim to expand the activities of the Chenot Group, which we have included in our group through partnership in 2015.
Doğuş Construction, which is a significant regional player today, continued infrastructure projects abroad also in 2015. We have been awarded tenders for subway construction in Riyadh, expressway construction in Qatar and the second phase of the subway line in Sofia, the first phase of which also belongs to Doğuş Construction. Aiming to increase its operation area in the international market, Doğuş Construction will continue business development operations in 2016 in the Gulf countries, Eastern Europe, Commonwealth of Independent States, Russia, Central and North Asia and the Sub-Sahara African countries.
Doğuş Real Estate and Doğuş REIT have also left behind a productive year. Both the project design and waiting for the legal procedures periods for Salıpazarı have been completed in 2015. The demolition activities have been started; the construction activities will be continued rapidly and intensively in 2016. Last year, we have also developed projects on the real properties of our Group. We have completed our old building in Büyükdere as office and started leases. Meanwhile, we took Il Riccio into service in Bodrum. We have completed our project design for the shopping mall and hotel that we will build on the plot in Balçova and will start its construction in 2016.
Doğuş Group also continued to grow in the media sector. Housing a variety of operations, from TV to magazines, from radio to digital and printed press, within its organization, the Doğuş Media Group increased its market share to 25% in a market where competition is fierce. In 2015, it included the Glamour and Condé Nast Traveller publications belonging to the Condé Nast Group among our magazines. Our strategy in the media will continue as aimed to achieve a larger penetration through process improvement
The most important development of 2015 in the energy sector has been the completion of the dam in Artvin and one unit was taken into operation in November. Upon taking the second unit into operation in January 2016, we have started energy generation at full capacity. 2015 has been a difficult year for the Turkish energy sector. The low consumption on one hand, and the supply surplus on the other hand, pulled the energy prices to quite low levels. The recent increase around 7% balanced the sector somewhat slightly. We are expecting 2016 to bring the energy sector to better levels with respect to booth pricing and generation.
Our investments in the tourism and services sector continued strongly in 2015. With the D-Resort Sibenik and Murat Reis Ayvalık hotels that were taken into operation last year, the total number of hotels under our management reached 15. Meanwhile, we completed our negotiations for new hotels in three different countries, during the last months of 2015. We will complete 2016 with new hotel agreements, where acquisition negotiations are continued, and start new hotel constructions in Croatia and Turkey.
Setting its mark in the sector by the acquisitions and associations achieved since its establishment, d.ream assumed an important part in the growth of the wining-dining sector in 2015. We have realized important acquisitions in the wining-dining sector within the scope of our strategies. d.ream continues its operations at almost 140 spots in 10 countries by its 58 brands. In 2016, we plan to carry our domestic brands abroad, and bring our foreign brands into our country.
On the other hand, D-Marin Marinas Group, serving with 10 marinas in total in Turkey, Croatia and Greece, signed a management agreement with Dukley Marina in Budva, Montenegro in 2015 and increased the number of countries where it actively operates DOĞUŞ GROUP
DOĞUŞ GROUP
investments, also in 2015. Our biggest investment n11.com took the top rank in its sector in the second year of its establishment. It has received 400 million visitors and achieved a turnout of 1 billion within one year. The platform, where there are more than 38 thousand open stores, has 6.5 active users. We will continue this success also in 2016. Meanwhile, the market shares of our Hedef Medya, euro.message and affiliated companies have reached the levels of 70-75%.
In 2016, we plan to complete the landscaping and visitor center of Göbeklitepe, which we have introduced to the world at the World Economic Forum last year. With the construction of the visitor center, our activities will be concentrated on promoting Göbeklitepe at the national and international platforms. Within the scope of the importance we attach on art and culture, we will continue our activities in the field of classical music in order to expand polyphonic universal music to larges masses. In addition to the International D-Marin Classical Music Festival, which will be organized for the 12th time in 2016, the events of the Doğuş Children’s Symphony Orchestra, the one and only children’s symphony orchestra in Turkey, and the “Kampüste Senfonik Akşamlar” (Symphonic Evenings on Campus) series realized with the Presidential Symphony Orchestra will be also continued next year.
We position ourselves as capable of adapting to the changing global trends and new balances, as a group. Although our area of growth with priority on sector basis is “hospitality services” covering the tourism and wining-dining sectors, we also follow up on the developments in the other sectors. While we continue our organized growth process as a group, we also examine potential acquisition opportunities that will add value to our group in line with our investment objectives. With the overseas investments and associations made in the recent years, we have accomplished important and appreciable works in the global sense, over a vast geography extending from Europe to the Far East, from North Africa to America. We believe that Turkey, by its dynamic economy, strong potential and private-sector weighted structure, will be able to analyze global/financial, regional/geopolitical risks correctly, adapt to change and seize on the opportunities. We are sure that our country will reinforce its position in the global market in the medium-long term.
Our “3 Kumbara (Piggy Bank) Financial Literacy Training Program” that we continue as aimed for elementary school students and their families throughout the country since 2011, will continue its activities in order to increase mass awareness on allowance management, budget management, savings and sharing also in 2016. In addition, we are initiating another project in 2016 that will ensure the participation of women both in social and economic life. At the centers we will set up under the name of “Women Production and Training Center”, trainings will be given to women as aimed for literacy and productivity, while equipment and starting capital support will be provided to women who are interested in production. Meanwhile, we will use the products that emerge within the scope of the project, the pilot studies of which we have started, at our own enterprises.
We continued to enrich the economic value we have created in 2015 by values added to the environment and the society both by the offered sustainable products and services and voluntary initiatives we take a part in. In 2016, we will further deepen the projects we conduct especially in the fields of culture-art, education, health and environment, both as the holding and with our group companies.
I would like to thank all our valuable employees, who have contributed in this successful acceleration, and created a difference by their dynamism, diligence and determination; our business partners who have a share in our quality standards by the compatible activities, our shareholders and all our other stakeholders who have never withheld their support from us.
We will especially carry our “Bugün Günlerden Yarın” (Today is Tomorrow) contributing in university students to steer their futures, “Sanata Bi’ Yer” (A Place for Art) allowing all Fine Arts Faculty students to access larger masses with their works, “Yaşa Devam” (Continue to Age) aiming to expand the healthy living awareness a “Oyunda Kal” (Stay in the Game) renewing fields domestically and abroad, in order to keep children away from bad habits and steer them to basketball, platforms even further under the roof of the Şahenk Initiative.
Hüsnü Akhan CEO
We continued our technology-aimed investments, which we grouped under the name of new
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DOĞUŞ GROUP
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FINANCIAL HIGHLIGHTS (TL THOUSAND)
Segment Assets
2011
2012
2013
2014
2015
161,401,021
177,499,535
217,735,775
237,914,132
274,837,997
Net interest income
5,235,894
6,407,461
7,118,805
8,349,687
10,230,005
Net fees and commission income
2,130,603
2,072,749
2,667,043
2,852,232
2,718,490
Income from operations(*)
4,505,841
4,535,280
4,709,609
5,174,575
5,108,166
2011
2012
2013
2014
2015
Total Assets
161,401,021
177,499,535
217,735,775
237,914,132
274,837,997
Revenue
13,927,272
16,406,700
17,117,485
20,175,430
22,597,859
11,393,106
13,826,233
13,912,708
16,519,493
18,944,036
Interest Income Fee and commission income Cost Interest Expense Fee and commission expense EBITDA
2,534,166
2,580,467
3,204,777
3,655,937
3,653,823
(6,560,776)
(7,926,490)
(7,331,637)
(8,973,511)
(9,649,364)
(6,157,213)
(7,418,772)
(6,793,903)
(8,169,806)
(8,714,031)
(403,563)
(507,718)
(537,734)
(803,705)
(935,333)
4,505,841
4,535,280
4,709,609
5,174,575
5,108,166
Total Assets
FINANCIAL SERVICES Revenue 2011
2012
2013
*Depreciation expense is excluded. Source: Figures are based on Garanti Bank IFRS financial statements.
2014
2015
FINANCIAL SERVICES
GARANTİ BANK Building on the Bank’s core values, Garanti Bank defines sustainabilty as a commitment to build a strong and successful business for the future.
Established in 1946, Garanti Bank is Turkey’s second largest private bank with consolidated assets of USD 96.2 billion as of December 31, 2015.
Following the best practices in corporate governance, Garanti is controlled by two powerful entities, Banco Bilbao Vizcaya Argentaria S.A. (BBVA) and Doğuş Group with shares of 39.9% and 10.0%, respectively. Having shares publicly traded in Turkey, depositary receipts in the UK and the USA, Garanti has an actual free float of 50.02% in Borsa Istanbul as of December 31, 2015.
Garanti is an integrated financial services group operating in every segment of the banking sector including corporate, commercial, SME, payment systems, retail, private and investment banking together with its subsidiaries in pension and life insurance, leasing, factoring, brokerage, and asset management besides international subsidiaries in the Netherlands, Russia and Romania.
With its dynamic business model and superior technology integrated to its innovative products and services, Garanti continues to differentiate itself and facilitate the lives of its customers. Its customtailored solutions and wide product variety play a key role in reaching USD 75.9 billion cash and noncash loans. The high asset quality attained through advanced risk management systems and established risk culture place Garanti apart in the sector.
As of December 31, 2015, Garanti provides a wide range of financial services to approximately 13.9 million customers with 19.7 thousand employees through an extensive distribution network of 971 domestic branches; 7 foreign branches in Cyprus, one in Luxembourg and one in Malta; 3 international representative offices in London, Düsseldorf and Shanghai with 4,504 ATMs, an award-winning Call Center, internet, mobile and social banking platforms, all built on cutting-edge technological infrastructure.
Building on the Bank’s core values, Garanti Bank defines sustainability as a commitment to build a strong and successful business for the future, while minimizing negative environmental and social impacts, and sharing long-term values with its customers, staff, shareholders and the communities it operates in. Garanti further strengthens its sustainable banking approach through community investment programs in a variety of topics ranging from sports to education, arts to nature and informing the business world.
Moving forward to maintain sustainable growth by creating value to all its stakeholders, Garanti builds its strategy on the principles of always approaching its customers in a “transparent”, “clear” and “responsible” manner, improving customer experience continuously by offering products and services that are tailored to their needs. Its competent and dynamic human resources, unique technological infrastructure, customer-centric service approach, innovative products and services offered with strict adherence to quality carry Garanti to a leading position in the Turkish banking sector.
DOĞUŞ GROUP
ACTIVITIES IN 2015 2015 has been a year of continued volatility in the financial markets due to the uncertainties relating to global monetary policies and concerns over growth. The slowing trend ongoing since 2014 in global economic activity persisted in 2015, in a more
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2015 ANNUAL REPORT
Garanti builds its strategy on the principles of always approaching its customers in a transparent, clear and responsible manner.
FINANCIAL SERVICES
pronounced fashion particularly in China and some other emerging countries. The weak global economic activity led to declines in commodity prices. In this period, emerging countries were significantly influenced by the fluctuations. While portfolio flows towards these countries were feeble, exchange rate volatility remained high.
In 2015, Garanti displayed a disciplined and moderate expansion in its lending. Cash loans increased by 19% on an annual basis. TL loans were the key driver behind the loan expansion of Garanti. While TL loans increased by 18% on an annual basis, this growth figure went above the budget target set at the start of the year. TL business banking loans grew nearly 30% in 2015, leading the TL loan growth. Garanti maintained its focus on retail loans, which create high yields as well as cross-sell opportunities. Registering growth rates of 21% in mortgage loans and 19% in auto loans, the Bank further cemented its leading position in total consumer loans, mortgage loans and auto loans. Garanti consolidated its pioneering position in payment systems, backed with its command of the largest merchant network and its leadership in the use of commercial credit cards. The ongoing domestic and overseas volatilities and uncertainties in 2015 led to the postponement of some investments that were expected to be launched during the year to coming periods, and as such, prevented the targeted growth in FC lending from materializing. However, in 2016, we are anticipating positive support to the FC loan growth in the form of project finance and investment loans from these investments, which are intended to be rolled out in the coming periods.
The repercussions of the tides in global markets were also observed on the Turkish economy in 2015. The uncertainties stemming from the renewal of elections, coupled with the increased geopolitical tensions led to fluctuations in financial indicators. In this period, the Central Bank of the Republic of Turkey (CBRT) maintained its tight monetary policy stance in view of the inflation outlook, and took steps to support financial stability and to balance FC liquidity. On another hand, Turkey’s economic performance remained resilient and closed in on its potential in this period that both external and domestic financial markets were challenged. In 2015, the Turkish banking sector was still repressed by the regulations, in addition to the volatility resulting from global and macroeconomic uncertainties, combined with geopolitical and political developments. In a year of tough market conditions, Garanti once again proved its ability to perform strongly under any market condition. The primary contributors to this performance included the comfortable liquidity level, focus on disciplined and selective growth, emphasis placed on risk-return balance, successful margin management, capability to generate the highest customer-driven revenues, and sound solvency.
Garanti’s asset quality was further strengthened with the proactive approach pursued with an eye on potential changes in global circumstances in risk assessment. In keeping with the projections of early 2015, the NPL ratio was registered as 3.2% and NPL coverage ratio as 76%. Solid collection performance eased the negative effect of new NPL inflows. Garanti preserved its liquid balance sheet composition in 2015. Funding base of the Bank is dynamically managed and continued to be largely composed of deposits. The growth in customer deposits, at 18%, was aligned with the loan expansion in 2015. Garanti deliberately avoided pricing competition in line with the priority placed on effective cost management, and chose to base the expansion in deposit base on sustainable banking relationships. Demand deposits grew by more than 20% on an annual basis and their share to total deposits went above 24%. Garanti kept diversifying its funding structure by actively tapping alternative funding sources, with the aim of managing asset-liability duration gap and optimizing funding costs.
Garanti sustained its leadership in branch efficiencies in 2015, while continuing with investments in delivery channels, giving the priority to easy and instant access to its banking services from all channels and aiming to offer an embedded banking experience to customers. At the end of 2015, Garanti was serving more than 13.9 million customers through a robust distribution network covering nearly 1,000 branches, 4,504 ATMs, Turkey’s largest financial Call Center, and state-of-the-art mobile and internet banking platforms. Possessing a massive payment systems infrastructure consisting of over 18 million debit and credit cards, and 601,000 POS terminals, Garanti manages Turkey’s largest merchant network via its innovative products and services.
In 2015, Garanti kept taking successful steps, placing sustainable growth and profitability in its focus. The Bank pursued operations by further strengthening its solid capitalization on the back of internal funds created. Garanti maintained its capital ratios, which
Garanti’s total assets increased by 16% year-overyear in 2015, and reached TL 280 billion. As Garanti focused on customer-driven asset growth, the share of lending to total assets surpassed 60%. DOĞUŞ GROUP
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show a significant change in 2015 compared to 2014.
are Basel III compliant, at strong levels in spite of the significant depreciation in Turkish lira, the dividend payout during the reporting period, continued repressive effects stemming from regulatory requirements, and the negative effect originating from the market value changes in securities due to the volatile markets. At 13.5%, the capital adequacy ratio stayed well above the minimum regulatory ratio of 8% and of the recommended ratio of 12%. At Garanti, common equity corresponds to 95% of total shareholders’ equity. With a common equity Tier 1 ratio of 12.9% at year-end 2015, Garanti boasts the highest core capital ratio in the sector.
In 2016, the GDP growth is anticipated to be slightly above its 2015 level based on the assumption that domestic demand will remain high and external demand will have a positive contribution. After being above expected levels despite the low commodity prices in 2015 (8.8%), no clear improvement in inflation is expected in 2016 due to stickiness and worsening inflation expectations (8%). While the current account balance is expected to improve due to declining commodity prices, only a limited increase is anticipated in the “budget balance/ GDP ratio”. With the assumption of the continuation of the US Federal Reserve’s (the FED) rate hike which began in December 2015, borrowing costs will remain high worldwide in 2016 that is expected to be year of prevailing global uncertainties and volatility. In such a year, the CBRT is anticipated to maintain its tight stance in monetary policy, and the weighted average funding cost is forecasted to increase by nearly 110 basis points.
Garanti’s recurring strong performance comes not as a result of ad-hoc steps, but of a long-lived and wellplanned journey. The differentiating business model of Garanti supports the continuity of its successful performance. On the back of dynamic balance sheet management, Garanti successfully broadened its net interest margin, preserved its solid net fees and commissions base, and effectively managed its operating costs by maintaining its focus on efficiency even in a challenging year dominated by economic uncertainties and volatilities, and of ongoing repressive effects of regulations upon banking revenues. Garanti registered a return on average equity (RoAE) of 14.5% and a return on average assets (RoAA) of 1.6%, excluding nonrecurring items.
In the coming year, Garanti Bank’s asset growth is anticipated to be driven by loans. The securities portfolio, on the other hand, will be composed in such a way to support the further strengthening of the hedging position against inflationary pressures. Profitability focus and moderate growth of ~15% will be sustained in total loans. TL loan growth will be ~15%. While business banking loans are expected to be the main drivers of the lending growth, pace consumer loan growth is targeted to be preserved. After a stagnant year due to volatility and uncertainties, FC loan growth expected to pick up pace and grow by 3%, in line with sector.
Also in the period ahead, Garanti will be making decisions with an eye on the needs of future generations, and will keep fulfilling its share of the responsibility for a sustainable future. The Bank will move ahead with its vision of being the best bank in Europe, while remaining adhered to the outlines of its existing strategy.
Garanti will preserve its comfortable liquidity level with increasing contribution from deposits and longer-term alternative funding sources in 2016. Deposit growth will be in line with the loan growth, and demand deposits will continue to account for more than 20% of total deposits. The Bank will keep tapping alternative funding resources in order to support its funding base. Consequently, utilization of bond issuances in domestic markets, securitizations and syndications will continue. Garanti will also be opportunistic on repo funding and interbank money market borrowings.
2016 OUTLOOK During 2015, although the Turkish economy occasionally decoupled negatively from its emerging peers due to domestic political and geopolitical developments, it sustained its moderate performance despite the deteriorated risk appetite towards EMs. Gross Domestic Product (GDP) growth was above the projections, mainly due to the support from consumption. In addition to the food prices that floated at high levels for the whole year, depreciation of Turkish Lira due to domestic and external uncertainties, caused inflation to remain high throughout the year. The Central Bank of the Republic of Turkey (CBRT) maintained its tight stance in an environment of ongoing global and domestic uncertainties and volatility. In a year of two general elections, the public finance performance did not
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In 2016, Garanti aims to further strengthen its asset quality on the back of its proactive approach to risk assessment. The NPL ratio is projected to be 3.1%, slightly above its 2015 level. Yet, there is an upside risk of 30 basis points on the NPL ratio due the potential changes in global circumstances. NPL coverage ratio will be maintained at 81%.
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In the year ahead, net interest margin will be preserved with the support of dynamic assets and liabilities management, despite the pressure that will come from funding costs. Loans to deposits spread suppression will be countered with the growing contribution of CPI linkers.
In 2016, the Group will keep making headway with profitability as the risks and uncertainties stemming from the economic and political conjuncture diminish and as the preparations for regulatory alignment bear their fruits in Romania and the Netherlands where its subsidiaries pursue their banking operations. The 2016 goals include upgrading the strong balance sheet structure in a bid to preserve the asset quality, and boosting and sustaining the profit generation capability.
Net fees and commissions income will draw near its regular growth momentum in 2016 and will be at 9%, following significant repressive effects in 2015, which resulted from the new arrangements within the scope of the consumer protection law. Net fees and commissions income will be supported by diversified businesses. The areas of growth that will gain the foreground in 2016 will include payment systems fees, money transfer fees and non-cash loan fees.
With respect to its operations in Turkey, the Group kept its losses in terms of the number of participants and total funds at a minimum despite the new market entrants and substantially preserved its market share in the Private Pension System (PPS) in 2015. Parallel to its targets, it was the most profitable company in the sector according to the latest data that was available as of this writing. The rise in total funds and profitability on the private pension front is anticipated to persist in 2016, and to affect the operating results positively, while solid premium production is projected to continue and keep supporting profitability in the life insurance department. The Group also envisages continued outperformance of the sector’s average in leasing, which should reflect on 2016 results. The positive contribution expected to be lent by stock, derivatives and FX trading volumes to commissions will, in turn, drive profitability.
It is estimated that the operating expenses of Garanti will increase in parallel to the inflation rate in 2016. After a year of investments in initiatives aimed at enhancing employee satisfaction and loyalty, the rate of increase in personnel expenses will revert to regular levels. On the other hand, non-personnel expenses will continue to be restrained. During 2015, contribution of foreign subsidiaries was repressed because of their increased caution. The subsidiaries’ contribution to the Bank’s profitability is anticipated to climb back to 15% in 2016. Within this context, primary contributors will probably be Garanti Pension, Garanti Leasing, Garanti Romania, GarantiBank International and Garanti Factoring.
In a macro-economic atmosphere that will be mainly defined by the central banks in 2016, the Group aims to adhere to its efficiency-focused, profitable growth strategy that generates capital. The strong share of loans within the assets structure will be maintained, and the powerful collection performance will help preserve the sound asset quality, despite increased risks. In spite of the inflationist pressure, the Group aims to maintain its cumulative net interest margin on the back of an active assets and liabilities management. Net fees and commissions income will go up in defiance of all the risks, and remain as one of the significant income generation items for the Group. The Group will restrain its expense items through active management, and will keep concentrating on designing its business model to put potential growth areas in the focal point. In 2016, the Group will speed up its initiatives in an effort to create long-term value; yet, it will continue to closely monitor its costs and keep the operating expenses under control. Standing out with its robust capitalization, the Group will retain this quality and move forward in 2016. To such a backdrop, the Group will preserve its ability to generate sustainable profit on the back of its differentiated business model.
2016 will likely see continued volatilities in global markets. Despite challenging market conditions, Garanti is targeting to sign its name under new success stories drawing upon its differentiated dynamic business model and its strategies targeted at sustainable profitability.
EXPECTATIONS REGARDING THE GROUP IN 2016 Garanti operates as an integrated financial services group through its leading financial subsidiaries offering services in life insurance and pension, leasing, factoring, brokerage and asset management in Turkey, along with its international subsidiaries operating in Romania, the Netherlands and Russia. Garanti aims to make sure that the synergy captured with its subsidiaries is powerfully sustained in 2016, and the subsidiaries are expected to increase their shares within the Group’s net income, while profitability also rises.
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GARANTİBANK INTERNATIONAL N.V. In 2016, GBI aims to further strengthen its position as a customer-centric transaction banking provider.
GarantiBank International N.V. (GBI) is a customercentric transaction banking provider offering value-adding financial solutions to its customers and counterparties worldwide in the areas of trade and commodity finance, private banking, treasury and structured finance, while maintaining multiproduct relationships with local and global financial institutions around the world. GBI also provides targeted retail banking services in the Netherlands and Germany.
In line with its proven strategy, GBI continues lending to European counterparties while gradually expanding on wholesale borrowing by means of engaging with a wider group of lenders as well as making use of both conventional and innovative products. GBI implemented noteworthy projects in 2015 to further improve its operational efficiency including automation of incoming payments, incoming documentary credit contract generation and collateral management. On the lending front, “receivable finance” gained momentum while wholesale borrowing embodied a well-balanced mix of transactional and structured borrowing products in addition to the syndicated borrowing. Moreover new lenders were added to the wholesale borrowing counterparty set.
Established in Amsterdam in 1990 as a whollyowned subsidiary of T. Garanti Bankası A.Ş., GBI operates through its head office in the Netherlands, its branch in Germany and representative offices in Turkey, Switzerland and Ukraine. GBI operates in compliance with Dutch and European Union laws and regulations under the supervision of European Central Bank (ECB), De Nederlandsche Bank (DNB) and De Autoriteit Financiële Markten (AFM).
In July, GBI secured a one-year syndicated loan of EUR 233 million, involving 19 banks from 10 countries. The all-in cost of the facility is 65 bps over 3-month Libor/Euribor, 25 bps lower than the previous year’s deal.
GBI’s long-term bank deposits rating of “A3” was reaffirmed by Moody’s on June 27, 2015. “The Banker” magazine, in its July 2015 issue, ranked GBI #1 and #2 in the Netherlands in “Return On Equity (ROE)” and “Return on Assets (ROA)” performance categories, respectively.
*Based on Dutch GAAP standards.
FUTURE PLANS In 2016, GBI aims to further strengthen its position as a customer-centric transaction banking provider. While preserving the valuable retail deposit base in the Netherlands and Germany, GBI will continue expanding on its wholesale borrowing on the liability side and boosting lending to European clients.
ACTIVITIES IN 2015 GBI maintained its sound capital structure ending the year with a Capital Adequacy Ratio of 19.04% and a Leverage Ratio of 10.34%. As a result of the efficiency improvements initiated in 2014, GBI’s Cost/Income Ratio at year-end stayed low at 40.67%.*
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GARANTİBANK MOSCOW
GARANTİ ROMANIA
Active in Russia since 1996, GBM is one of the 70 banks backed by foreign capital. GBM operates through one branch and 73 employees.
With its internet banking application, the bank was recognized as the “Best Consumer Digital Bank in Romania” for the third consecutive year.
GarantiBank Moscow (GBM), with its service quality and ability to rapidly adapt to changes, targets efficiency and sustainability in operations. Active in Russia since 1996, GBM is one of the 70 banks backed by foreign capital. Holding a full-scope banking license that authorizes all kinds of banking activities, GBM operates through one branch and 73 employees.
years, lending targets were revised down to remain conservative and maintain the highly liquid balance sheet structure. Accordingly, GBM’s lending portfolio shrank almost by 90% within the last two years. GBM preserves its long term proven banking relations with the customers and has the potential to grow its business with the ones crisis-tested.
ACTIVITIES IN 2015 GBM’s customer base is mostly composed of Russian firms with large asset sizes and business volumes and of other major industrial firms and financial groups. Although GBM is among the smaller-scale banks in the sector where close to 700 banks are active, it represents a rare example as it has credit relationships with the customer profile described above.
2015 was a very difficult year for the Russian economy. Although the acute phase of the crisis was almost over in the first few months of the year, spillover effects on the real economy, both on households and businesses, hit the remainder of the year. The Russian economy entered recession and is expected to contract close to 4% this year. On the other hand, the regulatory bodies’ responses prevented a deeper economic and financial crisis. Recent macroeconomic indicators point to a fragile stabilization, which will likely be followed by a pickup in economic activity starting in the second quarter of next year.
GBM traditionally maintains close relations with Turkish firms doing business in the Russian market. Starting from 2011, Spanish firms have also become an important segment of GBM business in synergy with BBVA.
The worries about the potential deterioration of the credit metrics of the borrowers raised the investor risk-aversion and forced market players to create additional provisions for potential credit losses. Accordingly, the profitability of the banking sector was negatively impacted. The role of the CBR as the major liquidity provider and timely actions taken by the government and the CBR to support banks’ capitalization were prompt, supportive and efficient.
In the current business environment, operational efficiency, strong adherence to group compliance principles, maintaining a high liquidity and sound asset quality are the priorities for the Bank.
FUTURE PLANS In 2016, international political and economic developments will continue to dominate the domestic market. With its boutique type of business, the Bank enjoys the ability to promptly amend its strategy according to changing conditions. GBM, with the synergy provided by BBVA’s worldwide presence and Garanti experience in the region, has the opportunity to grow in all its business lines.
GBM took proactive measures to defend its asset quality and capitalization. With its sustainable business model focused on corporate and commercial banking, GBM quickly adapted itself to the changing business environment. In the last two DOĞUŞ GROUP
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Garanti Romania consists of GarantiBank SA, which was established in 1998 and serves its customers with a network of 84 branches and over 1000 employees, and two non-banking financial institutions, Garanti Leasing (Motoractive IFN SA) and Garanti Consumer Finance (Ralfi IFN SA). GarantiBank SA, during its 18year presence in the country, has continued to grow and positioned itself as one of the most prestigious financial institutions defying the challenging market conditions by offering optimal products and services to its clients.
unrivalled service quality, and developed the Women Entrepreneurs’ segment supported by credit lines provided by IFC, member of the World Bank Group. Retail banking and payment systems expanded in line with the bank’s strategies, predominantly in the credit cards business, by excelling in their innovative approach. GarantiBank SA, with its investments in technology, has adopted a pioneering role and broken new grounds in the Romanian banking sector. The bank is the only bank in the country with a whole network of cash in-cash out ATMs. With its internet banking application, the bank was recognized as the “Best Consumer Digital Bank in Romania” for the third consecutive year. The mobile banking application for its retail customers is a work in progress and expected to be available in 2016. Being one of the first banks using social media to connect with its customers, GarantiBank SA moved up to 3rd place in the Romanian Financial Sector with over 240 thousand followers on Facebook.
ACTIVITIES IN 2015 GarantiBank SA left another successful year behind in 2015, capturing continuous growth in all business lines, thus strengthening its position in the sector. The bank moved up to 10th* place in the sector by asset size in 2015. While the bank’s total lending expanded by 14.5%, total deposits grew by 38.5%. GarantiBank SA’s growth performance has been acknowledged by various awards in 2015: Two awards at the Top Bankers Gala, one in the Deposits Category, “Deposits Dynamics” and the other in the Lending Category, “Loan Balance Dynamics”; as well as the “Best Banking Strategy” award from “Financial Leaders’ Hall of Fame 2015” Gala and the “Most Trusted Bank” award from the “Piata Financiara Magazine Awarding Gala”.
Garanti Leasing Romania Garanti Leasing Romania (Motoractive IFN SA) maintained its growth in 2015 by reaching EUR 127 million in asset size, 21% higher than 2014, supported by the credit lines acquired from multi-national financial institutions and strengthened its position as one of the most important leasing companies in the Romanian leasing market. The portfolio of Garanti Leasing Romania is composed of vehicles, equipment and real estate.
Targeting the top tier Romanian companies and offering services in investment finance that suit their needs, Corporate Banking continued as one of the strongest business lines of the bank. GarantiBank SA sustained its strong position in SME banking with
DOĞUŞ GROUP
Garanti Consumer Finance Romania Garanti Consumer Finance Romania (Ralfi IFN SA) expanded its distribution network from 41 to 51 sales
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centers and increased the number of direct sales agents by 18.5% in 2015. This allowed a 5% rise in new loan volume, targeting a more positive outlook for 2016. The company increased its net profit by 73.5%, compared to 2014.
GARANTİ PENSION AND LIFE
FUTURE PLANS In 2016, all the companies making up Garanti Romania Group will stay one step ahead of the competition and pursue new opportunities in a bid to continue their organic and sustainable growth. In the coming year, Garanti Romania Group will focus on sustainable development of its businesses without compromising its prudent risk evaluation approach, and aim to make a difference in the market through new products and services designed to cater to customer needs.
Leading the sector in bancassurance, Garanti Pension will keep guiding the sector with its innovative implementations.
Backed by the powerful Garanti brand name, Garanti Pension and Life is set apart and makes a difference in the sector with its customer-centric approach, technology and expertise.
*Based on Central Bank Romania’s latest available official data as of December 2015.
On another front, a regulation issued in April 2015 set out the rules for the “annuity contracts”, which are complementary to the private pension system and mean “lifetime income” for participants. Annuity contracts are slated for introduction in 2016, thus creating a new, albeit small market for companies.
Garanti Pension services 993* thousand pension participants and more than 1.8 million policyholders with its 864 employees.
Drawing its strength from its leadership in the sector, efficiency in bancassurance, technological infrastructure and product diversity, Garanti Pension kept growing in 2015.
Having reached TL 7.6 billion in total fund volume, TL 1.1 billion in net annual contributions, and TL 329 million in life insurance premium production, Garanti Pension had yet another successful year in 2015, remaining the sector’s most profitable company** with a net profit figure of TL 191 million, a title it has held for the past five years.
In 2015, Garanti Pension, targeting continuous development, successfully increased employee loyalty from 56% to 71% thanks to its employee- and customer-centricity. In a survey conducted by IPSOS, an independent research company, the net promoter score for Garanti Pension was found as +63.
Total share of remote sales utilizing web leads and branch references by the telemarketing team reached 13% in 2015.
In the reporting period, Garanti Pension had a market share of:
ACTIVITIES IN 2015 • • •
Following the legislation changes of 2013, a new regulation regarding the deductions in the private pension system has been published in 2015 for encouraging participation in the system. As per the regulation that will enter into force in 2016, entrance fee and administrative expenses fee will be restricted to 8.5% of the monthly gross minimum wage and will be charged for a period of 5 years maximum. This arrangement concerning deductions is intended to help the sector preserve its performance that resulted in winning 3 million* new participants in the past 3 years.
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15.6%* with a total fund volume of TL 7.6 billion; 16.5%* with 993* thousand participants; 8.9% in the life insurance segment with a premium production of TL 329 million.
Leading the sector in bancassurance, Garanti Pension will keep guiding the sector with its innovative implementations. Garanti Pension signed the “United Nations Global Compact”, committing to global initiatives for human rights, working conditions, environment and fighting corruption. Once again leading the sector in sustainability Garanti Pension signed the “United Nations Women’s Empowerment Principles”, emphasizing gender equality and women’s position in society.
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FUTURE PLANS Being the sector’s most profitable company** for the sixth consecutive year since 2010, Garanti Pension intends to hold this title by further increasing its operational efficiency through continued focus on technology investment and process efficiency, and aims to use revenues toward the development of customer and employee-centric processes and projects.
GARANTİ SECURITIES
Also in 2016, Garanti Pension is targeting to preserve its leadership in the sector in terms of profitability amid the new regulatory environment and evolving market conditions, and to render this financial success sustainable. The Company will use the financial strength at its disposal for developing new projects and processes by focusing on customercentricity and employee loyalty.
With the launch of its website, internet and mobile branches and transaction platform projects, Garanti Securities will offer more efficient services to clients in 2016. Boasting an experienced team, robust infrastructure and impressive performance in the brokerage services, Garanti Securities reaches the largest number of retail investors through Turkey’s most extensive distribution network built upon the agency’s relationship with Garanti Bank. With 7% transaction volume in the equity market and over 9% in the futures market in 2015, Garanti Securities is striving to reach more investors by expanding its product range in 2016.
* PMC (Pension Monitoring Center) data, as of December 25, 2015 ** IAC (Insurance Association of Turkey) data, as 2015 Q3
will be enriched with the introduction of mobile applications. In 2016, the number of clients dealing in leveraged transactions is anticipated to rise sharply with the contribution of the branch network that originated from the restructuring. Garanti Securities was one of the most active trading entities on the Derivatives Market (VIOP) on the equity index and equity options markets in 2015.
Corporate Finance Sales and Marketing
The total volume of corporate finance transactions advised by Garanti Securities reached USD 50 billion in 2015.
Steering the market with its qualified personnel, the Sales and Marketing team of 234 people was transferred from Garanti Bank to Garanti Securities on November 1, 2015 pursuant to the relevant Capital Markets Board (CMB) communiqué.
Garanti Securities successfully acted as a sellside advisor to Doğuş Group for the transfer of the minority shares in LeasePlan to LeasePlan Corporation N.V. for EUR 31.4 million in early 2015. During 2015, the company intermediated 56 bonds and bills issuances worth TL 9 billion in total. In addition, advisory services to Turk Telekom continues within the scope of privatization of 31.68% of its shares in part or in whole.
In addition to offering quality services to its clients based on its experience in the equity and futures markets, product diversity was increased by introducing FX and Options markets services in 2015. With the launch of its website, internet and mobile branches and transaction platform projects, Garanti Securities will offer more efficient services to clients in 2016. The platform due to be introduced in 2016 will offer all investment products under a single roof, including overseas exchanges, giving clients faster access to investment options and improved guidance to investment preferences.
Research In 2015, the Research Department (Research) continued to guide both Garanti Securities, Garanti Bank and its subsidiaries amid the tough market conditions with informative and advisory reports. Research enhanced its portfolio with new periodic, sector specific and thematic products in 2015 for equity, fixed income, commodity and macroeconomic research. In 2016 with the new product branding strategy, new channels will be offered. Fundamental research coverage in BIST companies is planned to increase- with new small-mid cap
Treasury Leveraged transactions offered by the Treasury Division (Treasury) registered a strong performance in 2015 with average daily transaction volume 581% higher than in 2014. The trading channels
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companies. In addition, Research coverage for corporate bonds.
will
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initiate
International Institutional Sales The International Institutional Sales Department (IIS) provides brokerage services in the equity and derivatives markets to foreign brokerage houses and foreign/domestic funds investing in Turkey. IIS also provides brokerage services to local investors in foreign markets.
GARANTİ ASSET MANAGEMENT
The IIS department increased its market share in 2015 and reached its highest trading volume on an annual basis. Actively taking part in the derivatives markets, IIS increased its commission revenues through new customer acquisitions.
GPY performed strongly in 2015 and total assets under management reached TL 11.8 billion.
In 2016, IIS aims to strengthen its technological infrastructure utilizing Borsa Istanbul’s colocation service, increase its trading volume and income through improved speed and efficiency of order transmissions.
Turkey’s first asset management company, Garanti Asset Management (GPY) has been operating in the sector for 19 years with the intent of leading the sector with its consistent asset management performance, comprehensive research activities and robust risk management.
mutual funds business, 8 mutual funds were merged, thus decreasing the total number of funds to 16.
Aiming to attain maximum efficiency in the management of customer assets, and to reach customers’ investment targets, GPY’s key success depends on its investment philosophy that relies on concrete knowledge, combined with efficiency and a professional service approach, and fulfillment of ever changing customer demands in fluctuating market conditions.
In April 2015, 3 SMART Funds addressing different risk groups were introduced within the frame of the SMART Investment Approach. Investing in assets over a broad range enabled owing to the diversified asset investment strategy, SMART Funds were among the remarkable products of 2015.
At the end of 2015, mutual funds sector reached TL 37.5 billion assets under management (AUM), and GPY held 10.4% market share with AUM TL 3.9 billion.
GPY continues to manage two UCITS funds launched in March 2014 on BBVA’s SICAV platform incorporated in Luxembourg for the purpose of meeting foreign investors’ demand for Turkey.
GPY differentiates itself in the sector through its efficient business discipline and approach to risk management. With a professional team of 56 persons, 18 of whom make up the investment team, GPY provides services in the management of: • • •
Pension Funds In 2015, Pension Funds expanded by 24% and reached an asset size of TL 7.6 billion at the end of the year, translating into a market share of 15.8%. Following suit of the past 3 years, particularly equity funds ranked high in 2015, displaying a sustainable performance.
Mutual Funds Pension Funds Discretionary Portfolios
ACTIVITIES IN 2015 Responsible Investment Practices GPY performed strongly in 2015 and total assets under management reached TL 11.8 billion.
After becoming a signatory of the United Nations Principles for Responsible Investment (UNPRI) in 2011, GPY established its Responsible Investment Policy and Responsible Investment Committee. The Committee is the highest authority for integrating Environmental, Social and Corporate Governance factors into the processes of establishing an “investment scope” for securities and evaluating credit risks inherent in corporate bonds. GPY annually
Mutual Funds Having obtained necessary authorizations from the Capital Markets Board of Turkey, GPY successfully completed transfer processes and undertook the duty of serving as the founder of all mutual funds. Opting for simplification to secure efficiency in
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reports its performance in Responsible Investment practices to the UN. Reports are accessible on the website www.unpri.org.
FUTURE PLANS
GARANTİ LEASING
In 2016, SMART Funds, which invest in multiple asset classes in various geographies, are anticipated to become the priority preference of the investors and to stand out with their performances. GPY plans to set up a new fund in January 2016 investing in Eurobonds for investors who opt for investing in foreign currency.
Garanti Leasing reached a transaction volume of USD 800 million, 3,126 contracts, and 13.5% market share in the number of contracts.
Collaboration agreements are planned to be made with fund distribution companies on active marketing of Mutual Funds, in order to help increase awareness and sales volume of GPY Mutual Funds.
in machinery and equipment financing. Launched for the purpose of secondhand sales of equipment, leasingdepo.com application remained the one and only sales platform geared towards this goal in the sector, and was actively used, attracting an everincreasing number of visitors and applications.
Carrying out the leasing transactions of a broad customer base of corporate customers, commercial customers, and small and medium-sized enterprises, Garanti Leasing has been active in the sector since 1990.
GPY will continue to develop its Private Fund Establishment and Management business in line with the ever increasing demand from investors.
Being the only Turkish leasing company rated both by Standards & Poor’s (S&P) and Fitch Ratings, Garanti Leasing maintains a performance above the sector average with its quality services that create distinction in the eyes of its customers.
Other targets include growing the number of private pension companies that are provided fund management service in keeping with the expansion of the Private Pension System. In Discretionary Portfolio Management business, GPY aims to gain additional market share while increasing its contribution to its profitability.
Garanti Leasing directly contacts its clients through the application forms available on its website and maintains effective communication through the social media channels including Facebook, Twitter, Instagram, LinkedIn and Sor application.
Garanti Leasing, a well-known player in the international markets with 25 years of experience, is set apart from its competitors with its focus on customer satisfaction, qualified human resource, solid technical infrastructure, high funding capability and diversity of borrowing resources on the international markets.
Overseas sales activities will continue to be run in coordination with Garanti Bank and BBVA.
Garanti Leasing conducted customer surveys to develop future strategies for maintaining and improving customer satisfaction. Garanti Leasing kept operating with the mission of leading the Leasing sector, by conducting innovative research and analysis with IPSOS to increase efficiency.
ACTIVITIES IN 2015 FUTURE PLANS Garanti Leasing successfully pursued its activities as one of the biggest leasing companies in the sector without compromising profitability. Based on data for the period of 01.01.2015-31.12.2015 released by the Association of Financial Institutions, Garanti Leasing reached a transaction volume of USD 800 million, 3,126 contracts, and 13.5% market share in the number of contracts.
In the year ahead, Garanti Leasing will continue to further strengthen its asset quality through its dynamic and specialized human resource, strong delivery channels, extensive branch network, and superior technology. In order to reach targeted sectors and a wider customer base; service and distribution expertise will be used and by promoting better vendor relations, the equipment with expected increases in usage rates primarily construction and metal processing equipment, followed by textile, tourism, real estate, renewable energy, boat and health equipment will be the main areas of focus.
In 2015, Garanti Leasing further increased its focus on alternative delivery channels, thereby achieving increased productivity and customer satisfaction, and kept offering different and innovative solutions in customer relationship management. The company designed sector-specific leasing packages in order to respond to needs that vary according to sectors
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FINANCIAL SERVICES
FINANCIAL SERVICES
•
Based on its 2015 activities, Garanti Fleet reached total assets worth TL 827 million.
FUTURE PLANS
GARANTİ FLEET Garanti Fleet has been providing service to 3,702 customers with 14,500 cars and a team of 86 persons as of year-end 2015.
Garanti Fleet offers long-term fleet rental service for the passenger cars of all makes and models sold in Turkey to companies of any size from SMEs to corporate businesses, as well as to individual customers.
major insurance companies in 2015. Garanti Filo Sigorta started rendering insurance service for second-hand vehicles sold to individuals, as well as vehicles subject to operational leasing. •
Garanti Fleet’s online platform designed for the second-hand sale of cars with expired lease terms began second-hand sales to individuals as a result of the developments carried out.
•
Garanti Fleet launched the Digital Sales channel, a new sales channel for rapidly responding to vehicle proposal demands received through the website and online platforms. This represents yet another solid step taken towards productive growth.
Having adopted the mission of contributing permanent value to its customers, Garanti Fleet aims at unconditional and sustainable customer satisfaction. Set apart from its competition with its customer-centric service approach and its expert human resource, Garanti Fleet holds a unique position in the sector thanks to its advanced risk management systems and technology.
•
In keeping with the importance attached to driving safety, Garanti Fleet continued to offer “Safe and Defensive Driving Techniques” and “Advanced Driving Techniques” training to the users of the cars leased by the company. The training courses, which are offered in collaboration with a specialist professional institution, are planned to be continued in 2016.
ACTIVITIES IN 2015
•
The company set up Customer Satisfaction and Process Development Unit that will be charged with carrying out the process development activities with the aim of enhancing customer satisfaction and business productivity.
•
In 2015, Garanti Fleet leased 6,087 new cars. The car pool was expanded by 28% in line with its sustainable growth strategy. Garanti Fleet has been providing service to 3,702 customers with 14,500 cars and a team of 86 persons as of year-end 2015.
Providing extensive, rapid and reliable fleet management services across Turkey drawing on the strength of Garanti brand and its robust financial structure, Garanti Fleet achieves full compliance with the maintenance and repair standards established by the automotive industry. Garanti Fleet proactively plans every detail from the tires to be used to the service points where maintenance and repair services will be received, thus ensuring unbroken high quality service throughout the rental cycle.
With the goal of rendering better and faster service to its customers, Garanti Fleet uninterruptedly continues with its innovation projects. Garanti Fleet authored many new initiatives also in 2015: •
Garanti Filo Sigorta Aracılık Hizmetleri A.Ş., established as a wholly-owned subsidiary of Garanti Fleet to manage all of its insurance operations, became the official agency of three
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In 2016, Garanti Fleet will; • Continue to invest in its technology and competent human resource, •
Launch new online and mobile applications as part of digitalization initiatives,
•
Introduce improvements to the organizational processes, which will speed up work flow and increase business productivity,
•
Keep organizing special offer campaigns with car brands,
•
Maintain its focus on retail rentals and customers in the SME segment based on its profitable growth strategy,
•
Reach a car pool of 17,500 cars and 4,600 customers.
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FINANCIAL SERVICES
FINANCIAL SERVICES
GARANTİ FACTORING
GARANTİ PAYMENT SYSTEMS
At the end of 2015, Garanti Factoring’s total assets size is 2,971 million TL, and carried out 36,632 factoring transactions in total customers.
The main focus of GÖSAŞ in 2015 was on micro SME customers in the business cards segment, where the highest growth was achieved in sole proprietorships.
Garanti Factoring was incorporated on September 4, 1990 under the name Aktif Finans Faktoring Hizmetleri A.Ş. for offering factoring service to industrial and commercial companies. Operating under the “Garanti” roof since 2002, the company changed its company name to Garanti Faktoring Hizmetleri A.Ş. pursuant to 2001 Ordinary General Meeting held on March 27, 2002. The company name became Garanti Factoring A.Ş. based on a decision adopted in 2013 Ordinary General Meeting convened on April 17, 2014.
Factoring diversified its funding resources and offered lower-cost financing to its customers. The company ranked number 1 in the sector with market shares of 11.1% in total assets and 11.4% in factoring receivables. Generating TL 7.4 million on domestic transactions, TL 1.37 million on import transactions and TL 8.6 million on export transactions, Garanti Factoring’s total business volume reached TL 17.33 million in 2015. As a result of the 4th audit conducted in the reporting period to endorse the continued conformity of its activities to Corporate Governance Principles, the company’s Corporate Governance Rating was raised to “9.15”, a score that helped it remain as the highest-rated factoring company on the BIST Corporate Governance Index.
Based on the authorization received from the Capital Markets Board of Turkey (CMB) in 1993, Garanti Factoring went public and was quoted on Borsa Istanbul. Offering integrated solutions for domestic and overseas trading through its funding, guarantee and collection products, Garanti Factoring’s 8.4% shares in free float are being traded on Borsa Istanbul Second National Market under the ticker symbol GARFA. Having a broad customer base, Garanti Factoring provides domestic and overseas factoring services via 21 branches across Turkey to entities with extensive supplier and dealer networks, with a particular focus on SMEs, exporters and importers, based on an approach concentrated on customer needs.
In 2015 Garanti Factoring started offering irrevocable factoring, in this type of factoring the factoring operations are assured by the ceding of the right of receivables from the collateral letter.
FUTURE PLANS In 2016, Garanti Factoring will continue to broaden its customer base and to launch new products. Currently in the process of reorganizing its website to be used as an application channel for facilitating more effective new customer acquisition, Garanti Factoring is also aiming to increase the volume of factoring transactions with guarantee services through upgrades and developments taken on in relation to the supplier financing system. Garanti Factoring will continue with efforts for increasing its coverage with respect to export transactions; to this end, the company is working on new products in this field.
ACTIVITIES IN 2015 At the end of 2015, Garanti Factoring’s total assets size is 2,971 million TL, and carried out 36,632 factoring transactions in total with 8,181 customers, thus sustaining its support to the real economy. Posting TL 25.4 million in net profit for the period, the company increased its shareholders’ equity to TL 166 million, up by 18%. With bond issuances worth TL 1,582 million in nominal terms during 2015, Garanti
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Remaining the sector’s leader in its 16th year owing to successful integration of products with technology ever since its establishment, Garanti Payment Systems (GÖSAŞ) offers high quality service to customers with diverse needs. Turkey’s first and only payment systems establishment, GÖSAŞ boasts the broadest card portfolio in the market.
to the Kolay Vezne (Easy Teller) and Ödeme Noktası (Payment Point) services, •
The main brands of personal cards include Bonus, Miles&Smiles and American Express, Çevreci Bonus (Environmentally Friendly Bonus), Aynalı Bonus (Reflected Bonus), Şeffaf Bonus (Transparent Bonus), GS Bonus, BJK Bonus, Fenerbahçe Bonus, Trabzonspor Bonus, Money Bonus, Bonus Genç, Flexi, Bonus Flexi, Bonus American Express, and Altın Bonus (Bonus Gold) are presented to respond to the needs of customers from different segments. The Business Cards Portfolio encompasses 9 different products, while Paracard is the debit card brand.
ACTIVITIES IN 2015
With cash advance, skip payment post purchase installment, and skip spending post purchase installment products, GÖSAŞ facilitates convenient fulfillment of cash needs of business cardholders and arrangement of their payments.
•
Upon completing the necessary steps, GÖSAŞ received the operating license from the Central Bank of the Republic of Turkey (CBRT), which was published in the Official Gazette issue 29391 dated June 19, 2015. With this license, GÖSAŞ has become one of the two system operators in Turkey dealing with the settlement of cardbased payment systems. As a result of these activities, the clearance and settlement system run by Garanti Bank to date was renamed “Takasnet Clearance and Settlement System”.
•
Bonus, the credit card with the most freebies in Turkey, revamped its website. With its simplified content and main menu, headings categorized according to sectors and dynamic design, www.bonus.com.tr gives customers much faster and easier access to current campaigns and offers available at thousands of member merchants.
•
The main focus of GÖSAŞ in 2015 was on micro SME customers in the business cards segment, where the highest growth was achieved in sole proprietorships. By winning customers using their personal cards for their business expenses as business card owners, the company helped them manage their cash flows more easily
The author of a number of groundbreaking initiatives in Turkey and the world, GÖSAŞ: •
•
Possesses Turkey’s only network of merchant members accepting VISA, MasterCard, JCB, American Express®, CUP, Diners and Discover cards, Offers various payment solutions such as e-commerce and e-retail services via www. garantialisveris.com, together with dial-up POS, ADSL POS, Mobile POS, Virtual POS and Cash Register POS to member merchants in addition DOĞUŞ GROUP
Remains the most used business card on the back of 50% increase achieved in business cards in the last year, which means that a Garanti business card is used for 1 out of every 4 transactions.
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FINANCIAL SERVICES
FINANCIAL SERVICES
and gain access to advantages offered by the business card. 9 different business cards were introduced, which present much lower minimum payment possibility, installments that are unrestricted in terms of sectors, higher credit line as compared with retail cards, and cash withdrawal campaigns specific to the business card.
GARANTİ MORTGAGE
FUTURE PLANS 2016 targets include •
Continued expansion in retail credit cards, ensuring profitability and growth while fulfilling diverse needs of customers through cash products,
•
Producing new solutions that will highlight customer transparency and convenience,
•
Achieving growth through new market penetration in member merchants, acquisition of broad-based customers, management of local campaigns, and expansion of the use of installments,
•
•
Garanti Mortgage financed more than 477,000 mortgage loans through campaigns designed for various sectors and professional groups.
in more than 530 housing construction projects on the market, thanks to its collaborations with developers.
Garanti Konut Finansmanı Danışmanlık Hizmetleri A.Ş. (Garanti Mortgage), is Turkey’s first housing finance company, and started its operations right after Mortgage Law went in to effect in October 2007.
Heavily lending to sizable projects in Istanbul, Ankara and İzmir, Garanti Mortgage continues to get involved in small and medium scaled housing projects in Anatolia.
Established 8 years ago, Garanti Mortgage has the broadest range of mortgage products in Turkey. It provides mortgage services delivered by specialist portfolio managers who have completed the “Mortgage Expertise Certificate Program”.
Sustained growth trend in micro SMEs and sole proprietorships, while presenting “corporate card” products to corporate customers for use in their entertainment and travel expenses,
With its exclusive urban transformation call center (444 0 332) and website (kentseldonusumcevaplari. com) Garanti Mortgage continues to increase activities in this area.
In addition to Garanti branches, Garanti Mortgage reaches customers by employing various channels including call center, internet and mobile banking platforms; real estate agents, property developers, and housing and commercial projects under construction.
Focusing on highly active and profitable customer portfolio in commercial credit cards to secure an accelerating growth trend.
FUTURE PLANS Predicting an intense competitive environment in 2016, Garanti Mortgage aims to increase efficiency across all distribution channels, by offering the best fitting repayment plans to customer’s budget with its broad product range, and speeding up the processes through automation of the documents entailed in the mortgage process.
It analyzes customers and areas served to organize tailor made campaigns for professional groups and areas displaying growth potential.
ACTIVITIES IN 2015 Targeting for an increase in number of applications received through digital channels, Garanti Mortgage directed more potential customers to 444 EVIM. As a direct result of the process improvement activities carried out, the share of mortgage loans disbursed through 444 EVIM within all mortgage loans increased by 14%.
Amid fierce competition in 2016 “Garanti, the Mortgage Expert” will sustain its sector leadership, thanks to its current and developing differentiating services and practices.
Garanti Mortgage financed more than 477,000 mortgage loans through campaigns designed for various sectors and professional groups. Garanti Mortgage was involved in over 130 new housing projects during 2015, it continues lending customers
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FINANCIAL SERVICES
FINANCIAL SERVICES
FUTURE PLANS
GARANTİ TECHNOLOGY The leading information technology center, Garanti Technology brought 3,132 IT projects to completion in 2015.
A provider of services in information technology and author of many firsts since 1981, Garanti Technology (GT) contributes a critical competitive edge to Garanti and its subsidiaries with its innovative and creative products, services, applications and consultancy services. GT keeps investing in state-of-the-art technology, uninterrupted processing capability, infrastructure security, cost efficiency and energy saving, under the guidance of corporate governance and international quality standards, and continues to lead the sector with all of its functions.
STEP platform was introduced to provide customers an uninterrupted and high quality banking experience in branch and non-branch environments. This gives Garanti’s Customer Relationship Managers access to recent bank data, market and media news, as well as internal and external portals at all times Similarly, they can access all sorts of financial data, transactions, instructions and documents for their clients, and are able to furnish same high quality service to customers anytime, anywhere. Nearly 6,500 iPads were distributed to employees in 2015 to increase mobility in banking applications.
In 2016, GT will keep shaping future of financial services industry by re-defining financial products and services offered considering changing needs of its customers. By utilizing all facilities that technology has to offer, GT built up an ecosystem and has been successfully operating in it, where all financial products and services are available at anytime, anywhere. By doing so, GT will modify Garanti’s way of doing business, starting with sales teams, and will mobilize the business life. It will keep working to enable its customers carry out their transactions on digital channels not only by using a keyboard, but also by using audio and visual means. Having realized major breakthroughs in fields of data warehouse usage and business intelligence, Garanti will complete infrastructure investments in Big Data. Besides using this technology for ensuring efficiency in customer relationship management and banking transactions, the company will also employ it in IT Operations and IT Security Management, thus taking place among worldwide pioneers.
ACTIVITIES IN 2015 BonusFlash, a ground-breaking application, was launched to be used on mobile phones with iOS or Android operating systems. Application enables debit and credit card customers to easily handle various transactions such as campaign follow-up, card activities during account statement/period, portfolio transactions, card settings, mobile and e-commerce payments, and card application.
During 2015, GT continued to invest in technological infrastructure and carried out projects integrating all technological innovations and enhancements with business processes. Having achieved a perfect harmony between technology and banking, Garanti family improved its processes; enhanced operational efficiency thanks to this technology, and authored numerous novelties that meet needs of its customers.
Operating systems were upgraded across the Bank. Improvements were made to ATMs, and additional measures were adopted to boost security. Within this scope, 1,300 Wincor Nixdorf ATMs started to be replaced; installation of ATM Anti Skimming devices were expanded to cover all ATMs in an effort to increase security against card duplication attacks.
GT completed 3,132 IT projects in 2015. According to “Accenture Digitization Index” study results, Garanti is named the most digitized company in Turkey and in financial services sector with a digital score of 93%. The number of transactions handled by GT increased incrementally: 500-600 million CICS transactions/ day with a response time of 30 ms; 700 thousand-1 million internet banking logins/day on average with a response time of 90 ms; 800 thousand-1.3 million Mobile Banking logins/day on average with a response time of 100 ms.
DOĞUŞ GROUP
Passport scanners were put in place in 128 branches. Moreover, Electronic Security Systems were taken over. All electronic security systems such as recorders, cameras, detectors and gate admissions are now being managed and monitored. Devices are being set up and managed in offsite ATMs and branches.
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FINANCIAL HIGHLIGHTS (TL THOUSAND)
2011
2012
2013
2014
2015
Total Assets
1,905,092
2,222,852
2,464,346
2,827,257
3,979,903
Revenue
4,808,253
5,132,341
6,602,663
7,692,702
10,889,161
Cost
(4,211,309)
(4,418,927)
(5,853,047)
(6,819,714)
(9,780,598)
12.4%
13.9%
11.4%
11.3%
10.2%
EBITDA
260,066
330,510
338,086
364,686
505,703
EBITDA Margin
5.4%
7.7%
5.7%
6.0%
5.4%
Gross Profit Margin
Revenue
Total Assets
2011
2012
2013
Source: Figures are based on Doğuş Otomotiv CMB Report.
2014
2015
AUTOMOTIVE
AUTOMOTIVE
DOĞUŞ OTOMOTİV Doğuş Otomotiv celebrated its 21st year in 2015 as Turkey’s leading automotive importer and distributor with 13 international brands.
2015 will be remembered as a difficult year due to political and economic changes throughout the world. Despite these difficulties, the automobile industry succeeded in breaking three records simultaneously for the first time with its production, exports, and total market figures in 2015.
•
Over 520 customer contact points,
•
Over 2000 employees,
•
Over 80 different models offered in a wide array of products,
The total retail automobile and light commercial vehicle market in Turkey was 767,681 units in 2014, which increased by 26.1% in 2015, reaching 968,017 units. Automobile sales increased by 23.54%, from 587,331 units in 2014 to 725,596 units, and light commercial vehicle sales increased by 34.42%, from 180,350 units in 2014 to 242,421 units in 2015.
•
203,082 units of retail vehicle sales (including heavy vehicles), and
•
23,000 units of second-hand vehicle sales.
SUCCESS IN SALES The brands under Doğuş Otomotiv had a spectacularly successful year in 2015 and broke sales records.
Doğuş Otomotiv increased its total retail sales excluding heavy commercial vehicles from 154,501 units to 199,226 units, which signaled a market share increase from 20.1% to 20.6%.
Volkswagen Passenger Car determined its marketing strategy according to its vision of being “the bestselling and most innovative automotive brand in the world,” and ended the year successfully by increasing its sales by 26.9% on the previous year in 2015 in the passenger car market that grew by 23.5%. Volkswagen Passenger Car was elected the most loved automobile brand for the third consecutive time and increased its market share by selling more than 100,000 retail vehicles, in line with its target.
Turkey’s leading automotive distributor, Doğuş Otomotiv has continued in 2015 to make it possible for the world’s most valuable brands to perform successfully in Turkey, and continued to grow with the added value and competitive advantage of these brands; it became consistently stronger thanks to its vision of offering “creative services beyond expectations” and its principle of “working with a focus on customer satisfaction”.
Doğuş Otomotiv started importing the Audi brand to Turkey in 1994, and in 2015, the brand reached its highest sales figures in its history with sales of 20,000 units. With a customer loyalty rate of 75%, which is held as an example throughout Europe, the brand succeeded in increasing its after sales services turnover by 18%. The new Q7 was also introduced into the Turkish market in 2015.
Doğuş Otomotiv has strengthened its already strong position in the Turkish automotive industry in 2015 with: •
13 distributorships bringing together strongest automotive brands of the world,
the
•
A total vehicle park of more than 1,500,000 vehicles,
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In 2015, Doğuş Otomotiv increased its market share, maintaining its leadership in the Turkish automotive market for the fourth consecutive year.
AUTOMOTIVE
SEAT has been continuing its operations in Turkey under Doğuş Otomotiv since 1998, and in 2015, it also reached its highest market share by increasing its sales volume by 33% outgrowing the market. SEAT sold 16,911 units in 2015 and attained a market share of 2.33%. One factor in this sales success was the increase in SEAT’s share in fleet sales. SEAT’s fleet sales increased by 70% on the previous year, which marks the biggest figure in its history of fleet sales. Škoda increased its sales in Turkey by 53% on the previous year with 22,107 units sold and a market share of 3.05%.
AUTOMOTIVE
For Porsche, 2015 was a year of firsts and records. Porsche Türkiye continued its stable growth in 2015, increasing the units sold by 46% on the previous year, and marking a new record with 861 vehicles sold. Porsche Türkiye placed second in sales volume among the 26 countries for the Central and Eastern European region. Volkswagen Commercial Vehicle increased its sales in the light commercial market by 31.8%. Maintaining its third place in the total market, Volkswagen Commercial Vehicle was leading the imported commercial vehicle sales. The brand sold 31,642 units and took a 13.1% share of the light commercial vehicle market, while it remained the leader in the imported commercial vehicle market with a share of 29.5%. The Volkswagen brand was the best-selling brand for the third consecutive year with its combined sales in passenger cars and commercial vehicles.
Bentley fortified its place in the upper luxury segment market by selling 19 units, and carried its brand image to the highest level. Lamborghini Huracan sold and delivered 6 units in 2015.
VALUE CHAIN 2015 **
IMPORT & DISTRIBUSTION
SPARE PARTS & LOGISTICS YÜCE OTO*
DOĞUŞ OTOMOTİV INDEPENDENT AUTHORIZED DEALERS
RETAIL
REPLACEMENT PARTS AND AFTER SALES SERVICES (TR)
QUICK FIX TO ALL BRANDS
USED VEHICLE SALES
DOD USED VEHICLE SALES
FINANCE
OTHER INVESTMENTS
AUTOMOTIVE FINANCING*
INSURANCE*
INSURANCE*
Volkswagen Commercial Vehicle carried out important product launches in 2015. The New Caravelle, the New Transporter, the New Caddy, Crafter Premium, and the New Amarok Exclusive were launched in the Turkish market in 2015.
Sales Units (Retail)
Scania ended 2015 with a sales figure of 3,415 units, the highest since its entry into the Turkish market. Meiller increased its sales from 309 units in 2014 to 407 units in 2015, marking an increase of 29% on the previous year. As a market leader of diesel coolers for many years, Thermo King sold 600 units in 2015 thanks to its fleet sales, and maintained its leadership.
2015
2014
Passenger Cars
167,584
130,300
127,731
Volkswagen
107,401
84,646
88,304
Audi
20,279
17,809
14,987
SEAT
16,911
12,697
11,065
Škoda
22,107
14,537
12,833
Bentley
19
21
21
Lamborghini
6
2
4
Porsche
AFTER-SALES SERVICES Doğuş Otomotiv builds its business philosophy on customer satisfaction and continues all its operations in line with its quality-focused service approach; in 2015, it has taken innovative steps to reach its aim of creating “fan customers” by bringing its service quality to the highest level in order to create a unique customer experience. The Value and Care Center, created to offer sales and after-sales services to users of the brands distributed in Turkey by Doğuş Otomotiv, received full score in its first year from vehicle owners, and by contacting nearly 1 million customers in one year it became the most active entity in its area of expertise in the Turkish automotive industry.
861
588
517
Light Commercial Vehicles
31,642
24,001
23,752
Volkswagen
31,642
24,001
23,752
Heavy Commercial Vehicles
3,856
2,991
2,810
Scania
3,291
2,014
1,672
Krone
158
716
752
Meiller
407
309
386
TOTAL
203,082
157,340
154,293
The IACS survey conducted annually by Audi AG in order to measure customer satisfaction regarding After-sales Services and determine their relative position among its competitors, Audi Turkey came in first with the unparalleled services it offered. In order to raise the quality of its services even further, Audi After-sales Services launched new projects in 2015. “Self Reception,” one of Audi’s digital projects, decreased the wait period of customers at the point of vehicle entry. Customers visiting the service are able to open work orders themselves and make their payments online at vehicle delivery using the “Self Reception Kiosk.”
Volkswagen Passenger Car After-sales Services extended its service network in 2015 by opening two new Authorized Services, Demoto Kütahya and Aykan Osmaniye, thereby bringing the number of its Authorized Service points throughout Turkey to 75. Three Volkswagen Authorized Services in Turkey have been selected to the list of 100 Best Authorized Services in Europe at the 5th Service Quality Awards Competition run by Volkswagen AG. A total of nearly 573,000 vehicle entries in a year, an average of 47,750 customers per month, are processed at our Authorized Services. In 2015, the spare parts revenue increased by 19%, while labor revenue increased by 25%.
Audi After-sales Services achieved significant success placing first in the Dealer Satisfaction Survey (DSS), which is conducted every year by Audi AG with the participation of Service managers and company owners. This successful result demonstrates that communication and collaboration with business partners has reached the highest level.
TÜVTURK* * SUBSIDIARIES ** REPRESENTATIVE OFFICES
DOĞUŞ GROUP
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DOĞUŞ GROUP
2013
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AUTOMOTIVE
Porsche’s vehicle park grew by 6% in 2015; service campaigns and Porsche Accessories-Boutique Marketing efforts resulted in a 63% increase in Accessories-Boutique sales and a 7% increase in work orders on the previous year. The Authorized Service loyalty commitment of customers was 79%, and the customer satisfaction survey indicated a satisfaction level of 109.9 points, thanks to the customer-focused service approach. Sales and technical training grew by 228% on the previous year in 2015.
Volkswagen Passenger Car continued its sales success in communications as well, and was elected the most loved automobile brand for the third consecutive year in the independent survey of Mediacat – Ipsos. The brand received the Chrystal Apple Award with its “Lovemark” communications campaign, and the Passat model received the Car of the Year award. At the “Twin Cup World Finals” organized every year by Audi AG throughout the world in the field of aftersales services, Şenyıldız Otomotiv representing Audi Türkiye won the “world champion” title. 75 teams from 38 countries participated in the 11th finals, where Şenyıldız Otomotiv became the first and only Authorized Service in the history of the Twin Cup to win the world championship twice. Audi also received the grand award in the press category of Chrystal Apple Advertising Awards.
The newly available Porsche Boutique Online sales system made it possible for customers to buy Porsche boutique products online. SEAT’s year-round actions resulted in a 62% Authorized Service commitment by customers, and thanks to the customer-focused service approach, after-sales customer satisfaction level was measured as 99.5 points in the survey.
tandem with the increase in vehicle sales and service entries, Doğuş Oto’s business volume and the number of customers contacted increased significantly.
selected “The Best Dipper” in 2015 for the 11th consecutive time. At the “Best Brand” awards organized by Lastauto Omnibus, Trans Aktuell and Fernfahrer, the most important publications of the commercial vehicle sector in Germany, readers voted Thermo King as the best brand in the cooler units category for the 11th time.
DOD Turkey’s biggest brand in corporate second-hand vehicles, DOD has become the symbol of corporate identity and trust in the second-hand sector; as a result of the changes in its business model and the expansion in its supply network, it has increased the number of its business partners in 2015, which brought a serious growth in supplies and sales. As a result, DOD continued its stable growth in 2015 with 23,125 vehicles sold. The number on partnering companies doubled on the previous year in order to expand the Authorized Dealer supply network and increase variety of the vehicle park; growth in operations resulted in an increase of 38% in vehicle supply and 69% in vehicle sales on the previous year. New supplier agreements also contributed to stock variety and numbers.
D-AUTO SUISSE SA Carrying on in Swirtzerland the successful retail work of Doğuş Otomotiv in Turkey, D-Auto Suisse SA continues its operations as a Porsche dealer since 2009 in Switzerland. With its 39 employees, D-Auto Suisse SA increased its sales on the previous year by 39%, selling 351 new vehicles and setting a new sales record.
D-AUTO LLC Porsche’s QR-code advertisement for 911 Carrera 4 GTS received the “Bronze Apple” award in the “Best Press Application” award at the Chrystal Apple competition, one of the most prestigious marketing awards.
Scania received 63,500 work orders in 2015, serving its customers at 20 Authorized Service points with 295 technicians and a total of 380 personnel. Authorized Service loyalty commitment level was 77% in 2015.
SPARE PARTS AND LOGISTICS
At the “Kırmızı Awards” held by Kırmızı magazine of the Hürriyet publishing group to reward creative press ads, Volkswagen Commercial Vehicle’s Caddy magazine ad received the “Commercial Vehicle” award; at the Chrystal Apple awards, it also received the Silver Award in the “automotive” subcategory of the “press” category. One of the most prestigious awards of the automotive sector, the International Van of the Year award in 2015 went to the Transporter model for the third time. Volkswagen Commercial Vehicle won the second prize at the Direct Marketing Awards in the “Special Projects” category with Amorok Beacon.
Spare Parts and Logistics manages the importation, warehousing and distribution of vehicles and spare parts to Authorized Dealers of the world’s most prestigious brands such as Volkswagen, Audi, SEAT, Škoda, Porsche, Bentley, Lamborghini, Scania, and Meiller, as well as Scania Industrial and Marine Engines, Thermo King Transport Temperature Control Systems, and their affiliated products. Spare Parts and Logistics imported 186,312 vehicles and dispatched 201,739 vehicles to Authorized Dealers, ending the year with a total revenue of 724 million Turkish Lira generated by the sales of spare parts and accessories.
At the 2015 Gladiators of the Sales and Communications Awards organized by the Automotive Distributors Association, Volkswagen placed first in 4 separate categories. Volkswagen Passenger Car won the “Digital and Social Media Application of the Year”, “Magazine Application of the Year,” and “Best-Selling Automobile Brand” awards, while Volkswagen Passenger Car and Commercial Vehicle won the “Best-Selling Passenger Car and Commercial Vehicle” award.
AWARDS Doğuş Otomotiv and its brands received numerous awards in 2015. Doğuş Otomotiv raised its rating from 9,25 in 2014 to 9,42 in 2015, and won the “Company with Highest Rating in the Board of Directors Category” award at the 9th Corporate Governance Summit organized by Turkish Corporate Governance Association (TKYD).
DOĞUŞ GROUP
AUTOMOTIVE
In the traditional “Best Commercial Vehicles and Brands” competition held by German magazines specializing in commercial vehicles, Meiller was
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Doğuş Otomotiv signed an “Exclusive Distributorship” agreement with Volkswagen and Audi in 2013 for the Iraqi region, and continues its sales and aftersales services operations there under D-Auto LLC, a company founded in Erbil and 100% owned by Doğuş Otomotiv. The company signed a distributorship agreement for Iraq with Volkwagen Commercial Vehicle in December 2015, thus representing three brands. D-Auto LLC serves its customers with 22 personnel at a facility covering 7500 square meters.
As a result of the operational changes in 2015, the stock turnover rate of vehicles decreased by 23% and stock financing costs dropped by 28%. The changes in the business model in cash purchases and premium vehicle sales at DOD retail points, which was begun in 2014, continued in 2015, resulting in a 24% turnover increase on the previous year. Retail sales points reached their highest turnover and unit sales figures, breaking two separate records.
2015 was a year when economic stagnation in Iraq became more pronounced, which had a negative impact on the automotive industry, causing the market to shrink significantly. -Auto LLC sold 37 new vehicles in 2015. The high-quality service experience it offers its customers and the highly trained technical personnel make D-Auto LLC the service point of choice among customers, who brought in 2338 vehicles in 2015 for after-sales services.
TÜVTÜRK Making an important contribution to traffic and vehicle safety as the sole institution entrusted and authorized with periodical vehicle inspections in Turkey, TÜVTÜRK had a successful year in 2015. Prioritizing positive customer experience, TÜVTÜRK continued its investments in this area in 2015. Attaining growth in all of its operations and especially in periodical vehicle inspections, its turnover increased by 13.7% on the previous year, rising from TRY 1,167 million to TRY 1,327 million.
DOĞUŞ OTO Providing sales services for new and second-hand vehicles, spare parts and accessories and offering insurance, financing, and after-sales support services to its customers at 6 points in Istanbul, Ankara, and Bursa for the 7 brands it represents (VW Passenger Car, VW Commercial Vehicle, Audi, Porsche, SEAT, Škoda, and DOD), Doğuş Oto sold a total of 59,948 new vehicles and had 240,201 vehicle entries at service points in 2015, surpassing its targets. In
DOĞUŞ GROUP
TÜVTÜRK increased the number of its fixed stations to 207 with the addition of new stations in 2015, and its mobile stations to 106. The number of vehicles undergoing periodical inspection rose by 2.5%, reaching 8,091,000.
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AUTOMOTIVE
VDF AUTOMOTIVE FINANCING
Audi is among the top brands of the automotive industry in terms of average interaction on Facebook and Twitter. DOD has been noted for its innovative approach to social media, and the brand continued its active and visionary use of social media in 2015. The brand increasingly uses digital media in its local and regional communications.
vdf performed significantly above its targets in 2015 thanks to its product and service approach that focuses on customer satisfaction. With a 33% penetration among Volkswagen Group brands, vdf continued to be the market leader in terms of “performing contracts” in individual vehicle loans among consumer financing companies and banks. In 2015, vdf signed 78,000 new contracts, thus raising the total number of performing contracts to 146,000, and increasing its total volume of loans by 49% on the previous year, from TRY 4 billion to TRY 5.9 billion.
SOCIAL RESPONSIBILITY Our commitments regarding environmental, economic, social, and ethical factors that shape our strategic decisions support our vision of sustainability. Doğuş Otomotiv also believes firmly that in order to continue its existence in the future, it is important to create social good for the people living in the regions where it conducts its operations, in addition to financial success.
vdf has always prioritized customer satisfaction with its innovative products and services, and performed beyond expectations in 2015 by breaking records in the number of loans and insurance policies. In addition to the Scania Finans merger last year, it has acquired MAN Finans this year, thus beginning to serve all sectors of the industry with its heavy vehicle financing.
Doğuş Otomotiv continued its corporate social responsibility work at full speed in 2015 in order to manage the effects of its operations and to bring the solutions it creates to all its stakeholders; it also continued to work on transparency and accountability, the basic tenets of corporate responsibility. Doğuş Otomotiv took on a pioneering role in 2009 when it prepared its first Corporate Responsibility Report in compliance with GRI’s Global Reporting Framework; since then, the report continues to be published regularly.
A STRATEGIC COMMUNICATION CHANNEL: SOCIAL MEDIA All Doğuş Otomotiv brands make extensive use of social media Volkswagen consolidated all global Facebook accounts and reached a total of 23 million followers, with Volkswagen Passenger Car taking the lead in Turkey with over 3.6 million local followers. Besides Facebook, Volkswagen Passenger Car is active in other social media as well, being the leading brand of its sector on Instagram, YouTube and LinkedIn, the latter having been launched in 2014 with currently over 41,000 followers. The brand engages in one-to-one and instant communication with its followers using “social CRM” methods, and its web site, which has begun making customized offers to individuals in 2013, receives more than 16 million visits annually.
“Traffic is Life!” has also been noted for its awareness campaigns concerning the use of cell phones, which has become one of the key elements in creating a culture of traffic safety, and has received the Silver Apple award at the Chrystal Apple Advertising Awards for the field work it has conducted with the collaboration of the Seferihisar Municipality, the Sustainable Transportation Association, and the Traffic Safety Platform. The project also won an award in the “Guerilla Activity” category at the Direct Marketing Awards. Throughout 2015, “Traffic is Life!” organized traffic safety events at 8 universities and offered the opportunity to university students to engage with the issue of traffic safety through the “public service announcement scriptwriting contest” it organized. “Traffic is Life!” continues its communications on digital and social media, and has reached 9560 people during its field work and mini-training programs held in IDOs (Istanbul Sea Buses) during holidays when traffic is intense turnover increased by 13.7% on the previous year, rising from TRY 1,167 million to TRY 1,327 million.
Focusing on creating added value in all its operations, Doğuş Otomotiv focuses on sustainability and is aware of its responsibilities towards its social stakeholders, society, and nature. The “Traffic is Life!” platform, which creates projects for society with the aim of spreading the culture of respect in traffic, constitutes one of the prime examples of its vision of sustainability. The vision of “Traffic is Life!” centers on creating a cultural change throughout society regarding traffic safety, and has received the Jury Special Award at the Golden Compass Public Relations Awards organized by the Public Relations Association of Turkey (TÜHİD) with the “Traffic Safety Training at a Distance” project begun in 2012. As part of the project, more than 15,000 students have been contacted and 15 universities have received content for training.
Volkswagen Commercial Vehicle has more than 1 million followers on Facebook, creating pioneering projects in its sector with the customer-focused, innovative and interesting applications in other social media platforms such as Instagram and YouTube, and the services it provides online directed at increasing customer satisfaction. The new website of the brand has further increased customer use, continuing its customer-focused communication with 180% increase in users and 20% increase in time spent.
DOĞUŞ GROUP
AUTOMOTIVE
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DOĞUŞ GROUP
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FINANCIAL HIGHLIGHTS (TL THOUSAND)
2011
2012
2013
2014
2015
Total Assets
1,161,899
1,141,000
1,347,885
1,963,854
2,503,179
Revenue
895,900
845,685
781,337
1,268,741
1,873,797
(774,296)
(779,593)
(707,660)
(1,202,771)
(1,866,692)
13.6%
7.8%
9.4%
5.2%
0.4%
EBITDA
119,587
75,148
62,268
58,486
(12,387)
EBITDA Margin
13.3%
8.9%
8.0%
4.6%
(0.7%)
Cost Gross Profit Margin
Total Assets
Revenue
CONSTRUCTION
2011
2012
2013
2014
2015
Source: Figures are based on Doğuş İnşaat IFRS financial statements.
DOĞUŞ GROUP
2015 ANNUAL REPORT
DOĞUŞ GROUP
2015 ANNUAL REPORT
CONSTRUCTION
DOĞUŞ CONSTRUCTION Since 1951, Doğuş Construction has combined its experience and expertise with modern technologies to successfully complete projects in Turkey and abroad.
With its mega project perspective, Doğuş Construction and Trade Inc. is one of the leading companies of its sector. It undertakes infrastructure and superstructure projects not only in Turkey but also in the international market. Due to more than 190 projects with the total value of USD 17 billion that it completed since 1951 until today and that are currently ongoing, Doğuş Construction has been included to the “Top 250 International Contractors” list issued by ENR in parallel with the foreign revenue that most reputable construction companies of the world obtained in the previous year.
field of activities. Doğuş’s strategy involves growing in the current market in which it is operational and seeking business opportunities within potential markets to ensure sustainability, thereby maximizing profitability while maintaining liquidity and minimizing risks. As part of its vision to diversify its portfolio, Doğuş Construction has added airport projects to its field of activities and expects to grow in this sector. Metro, light rail transit and rail systems, building projects, environmental and industrial projects, ports and marine structures are also areas in which Doğuş seeks business opportunities for expansion.
Various projects that are implemented by Doğuş Construction since its establishment may be outlined as follows; 21 dams and hydroelectric power plants with a total capacity to produce 3350 MW electricity, 1460 km of road construction, 2.000.000 m2 of building construction, 43 km of bridges, viaducts and crossings, more than 209 km of metro, tunnels, diversion tunnels as well as ports, marinas, irrigation projects, sewage systems, office buildings, shopping and leisure centres, residential and industrial buildings.
Doğuş Construction and Trade Inc. employed 5,395 employees (1037 white collar, 4,358 blue collar) excluding sub-contractor employees in construction and trade activities as of December 31, 2015.
MISSION With its successfully-completed projects of dams, hydroelectric power plants, tunnels, metros, highways, roads, industrial facilities and ports, Doğuş Construction has played a significant role in the development of Turkey and aims to continue its success in the international arena. Doğuş Construction’s mission is to be a world-class contractor who offers the best engineering and construction solutions on large scale infrastructure projects in Turkey and abroad and to be the choice of qualified employees from all around the world with its vast knowledge, experience, quality, respect for nature, and safe and equal working environment.
Today, total amount of the projects Doğuş is involved values at approximately USD 3,757 billion and Doğuş’s share in these projects is USD 2,926 billion. Doğuş also takes part in the execution of various projects in Turkey, Eastern Europe, Gulf Countries and Central Asia either within joint ventures or consortiums that are established with the participation of international companies.
VISION
Doğuş values long-term strategic partnerships and alliances with reputable global companies in the industry to share risks in the projects and extend its
DOĞUŞ GROUP
Doğuş Construction’s vision is to be the leading
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2015 ANNUAL REPORT
Doğuş Construction has played a significant role in the development of Turkey and wishes to continue its success in the international arena.
CONSTRUCTION
contractor in every region it operates. With this vision Doğuş Construction follows a proactive business development method. In areas where it sees potential, the Company develops projects that will meet the needs of the employer with all their aspects (technology, design, financing, human resources…) and delivers them. Doğuş Construction cooperates with leading international companies of the industry, creating a synthesis by combining advanced business conducting methods with its knowledge and skills, thereby showing its uniqueness. Doğuş Construction implements an integrated method consisting of “high quality, occupational health and safety and nature” elements in order to reach this goal. Doğuş Construction’s current domestic international projects are as follows:
is 20 kilometers in length including the access to the depot area, and 16 stations. The project is envisaged to be completed in mid-2017. Artvin Dam and HEPP Project was designed to be constructed as an arch concrete gravity dam on the Çoruh River with an installed capacity of 332 MW, is expected to annually produce 1 billion kWh of electrical energy. Artvin Dam and HEPP were completed at the end of 2015.
Star Aegean Refinery “Marine Works” (the Company won this project in 2014, however the agreement was signed in 2015)
•
Project for Construction of Soma Aid Residences
•
Doğuş Automotive Kartal Multi Storey Car Park
•
Adana Hacı Sabancı Organized Industrial Zone 2. Potable Water Plant Construction
749
Konya Mavi Tünel Water Treatment Plant
21
21
Tokat-Niksar Highway
161
81
Petkim Container Port Marine Works
28
28
Artvin-Erzurum-Ardahan-Ardanuç State Roads
27
27
Kılavuzlu Irrigation Main Channel Section 1
96
96
Doğuş Oto Kartal Sales and Service Facilities
25
25
Kömürhan Bridge Connection Tunnel and Road
77
39
Ankara-Sivas Railway Project, Kayaş-Kırıkkale Section, Construction of Viaducts
133
133
Construction of RTE Universitty Faculty Building
22
22
Project for Construction of Soma Aid Residences
26
26
Star Aegean Rafinery Marine Works
200
100
Construction of Ergene Basin Deep Marine Discharge
26
26
Doğuş Otomotiv Kartal MultiStorey Car Park Building
11
11
Adana Hacı Sabancı OSB Potable Water 2.Treatment Plant Construction
13
13
International Projects Kazakhstan
Construction of Ergene Basin Deep Marine Discharge
•
749
Üsküdar-Ümraniye-Çekmeköy Metro
In 2015, the Company’s projects in Turkey included metro and light rail system projects as well as projects of highways and roads, tunnels and bridges, railways and viaducts, dams, hydroelectric power plants, irrigation and sewage systems, ports and building construction. In Turkey, Doğuş Construction applied for preliminary qualification/preselection to 37 projects out of 55 projects that they are interested in and prequalified to 32 of them. The results of the other 5 projects are expected to be announced in 2016. In 2015, the Company bid for 28 projects and won the following 6 projects:
Construction of RTE University Faculty Building
Doğuş’s Share
Domestic Projects
and
•
Expected Project Values (USD Million)
As of 31.12.2015
DOMESTIC PROJECTS
•
The construction of the 47 kilometer long, 2x2 KonyaAkşehir-Afyon Highway was completed in less than 3 years by the end of 2015. Another road project, which will be completed in 2016 is the 3,845-meterlong Artvin-Erzurum-Ardahan-Ardanuç State Road that began in 2013 with the purpose of relocation and that includes the construction of 2 tunnels with a total length of 3,085 meters. The construction of the 49-kilometer-long, 2x2 Tokat-Niksar Highway is the other domestic road project that began in 2013 and will be completed by the end of 2016. Another important road project, Kömürhan Bridge Connection Tunnel and Road was commenced in late 2013 and involves the construction of a 5.15 kilometer long road between Elazığ and Malatya that will be completed in 2017.
Also, the construction of Ergene Basin Deep Marine Discharge, which was commenced in 2015, is another critical project that will be completed in 2017. Construction of Adana Hacı Sabancı Organized Industrial Zone 2nd Potable Water Treatment Plant is one of the projects that was commenced recently, and is planned to be completed in 2017.
INTERNATIONAL PROJECTS With its proactive business development approach, Doğuş Construction extends to new markets and takes advantage of opportunities in the international arena. The Company follows businesses in the Gulf Region, Eastern Europe, CIS, Central and South Asia and Sub-Saharan Africa. In order to gain competitive advantage, share risks and adhere to qualifications, it cooperates with leading international and local companies. Doğuş Construction increases its experiences by diversifying its project portfolio via joint ventures and strategic partnerships in new markets.
Konya Mavi Tünel Potable Water Treatment Plant is envisaged to be completed in 2016 with a daily water treatment capacity of 366,850 cubic meters, and Kılavuzlu Irrigation Main Channel Section 1 Construction Project with a total irrigation area of 55,536 hectares in Kahramanmaraş, Gaziantep and Hatay is expected to be completed in 2017.
Together with present markets such as Bulgaria, Ukraine, Kazakhstan, Libya, Morocco, Qatar and Saudi Arabia, the Company is interested in construction projects such as roads, highways, railways, tunnels, metros, airports, sewage systems, energy transfer lines and hydroelectric power plants in new markets such as Azerbaijan, United Arab Emirates, Oman, Georgia, India, Iraq, Denmark, Sweden, Italy, Kuwait, Lebanon, Pakistan, Poland, Romania, Tajikistan, Kyrgyzstan and Belarus.
Petkim Container Port is being constructed in Aliağa, İzmir and is expected to be completed in 2016. Approximately 900 piles will be employed within the scope of the 700-meter Sheet Pile Quay Construction Works. The construction of Kayaş-Kırıkkale viaducts within the scope of Ankara-Sivas Railway with a total length of 6,216 meters was tendered by the General Directorate of the Turkish State Railways Enterprise (TCDD) was signed in February 2014.
Doğuş Construction has completed the incorporation of local companies in Oman, Qatar and Saudi Arabia and aims to increase its market penetration in these countries and the region. The Company has been interested in 42 overseas projects in total. Doğuş Construction applied for preliminary qualification/ preselection for 19 projects in 2015. The Company bid for 10 international projects and awarded 1 project.
Doğuş Oto Kartal Sales and Service Facilities with a total construction area of 28,000 square meters is planned to be completed in January 2016.
Almaty-Khorgos Highway LOT 1
149
75
Almaty-Khorgos Highway LOT 2
137
69
943
519
“Star Aegean Refinery Project” in Aliağa, İzmir is an ongoing critical “Marine Works” Project.
270
270
113
68
Libya Al-Tahady University
435
435
Libya Al-Tahady University Library
95
95
Doğuş Construction plans to complete the construction of RTE University Faculty Building and Soma Aid Residences in 2016. Furthermore, the construction of Doğuş Automotive Kartal MultiStorey Car Park with a total area of 16,641 square meters is another superstructure project that will be completed in 2016.
3.757
2.926
Doğuş Construction started six new infrastructure projects in 2015:
Qatar Al Rayyan Road Construction and Improvement Project Saudi Arabia Riyadh Metro Project, Package 1 TBM Tunnels
Sofia Metro Extention Project, III.Metro Route
The construction and electromechanical works of Üsküdar-Ümraniye-Çekmeköy Metro was awarded to Doğuş Construction in 2011 and the construction commenced in the second quarter of 2012. The line
Libya
TOTAL
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2015 ANNUAL REPORT
•
Sofia Metro Extension Project, 3rd Metro Line
Ongoing Projects
Bulgaria
Ongoing Projects
DOĞUŞ GROUP
CONSTRUCTION
DOĞUŞ GROUP
Road Construction Project that will be performed between Almaty-Khorgos in Kazakhstan, including two lots and 2x2 lanes with a total length of 112 kilometers commenced in the second half of 2013 and is envisaged to be completed by 2017. The Qatar Al Rayyan Road Construction and Improvement Project, which is the most critical of seven big projects that were tendered by The Public Works
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CONSTRUCTION
Authority “Ashghal” was contracted in January 2014. The construction and development works on a 5.3 kilometer section of the current 10.7 kilometer Al Rayyan Road will be realized by Doğuş Construction. The project is planned to be completed in 2018.
goal of remaining stable in those markets where it is operational.
PROJECTS IN 2015 Domestic
The Riyadh Metro Project-Package 1, TBM Tunnels in Saudi Arabia will be completed by the end of 2016. The construction of the tunnels has a total length of 16 kilometers.
The Name of the Project Star Aegean Refinery Marine Works
Doğuş Construction is awarded a new section of Sofia Metro Extension Project where another section was completed by Doğuş Construction before and signed a contract in September 2015. The project is expected to be completed in 2019.
Construction of RTE University Faculty Building
2015: DELIVERING QUALITY AND EXPANDING CORE COMPETENCIES Geopolitical risks and uncertainties in the global economy force construction companies to be more competitive and find new markets for achieving sustainable growth and profitability. The ongoing deflation and macroeconomic uncertainties in Europe and economic problems in developing countries result postponement or narrowing of infrastructure investments in some countries and the movement range of the capital, accelerating the speed of reaching new resources and new markets, and affecting competition negatively.
Location
Project Value
Aliağa/İzmir
$ 200,000,000
Rize
TL 52,100,000
Soma/Manisa
TL 68,300,000
Construction of Ergene Basin Deep Marine Discharge
Çorlu/Tekirdağ
TL 69,250,000
Doğuş Otomotiv Kartal Multi-Storey Car Park Building
Adana
TL 38,200,000
Istanbul
TL 31,000,000
Abroad The Name of the Project Sofia Metro Extention Project, III. Metro Route
Location
Project Value
Sofia/Bulgaria
$113.000.000
Our Best Asset is Our People With engineering applications requiring different areas of expertise, Doğuş Construction offers a wide range of career opportunities to employees in various locations and within different cultures enabling them to manage large scale projects in domestic and global markets. Believing the success of the Company solely depends on the success of its people, Doğuş Construction creates a trusted working environment with exclusive Human Resources Practices to provide opportunities for all members to improve their technical, personal and executive abilities.
Due to security risks, lack of political stability and limited funding in Sub-Saharan African countries, Doğuş Construction has focused mainly on the selected countries in the Gulf Cooperation Council (GCC). Doğuş has strengthened its position once again with Qatar Al Rayyan Road Project and Riyadh Metro Project as being one of the leading companies in the transportation business line. Utilizing its mega project approach and its longstanding experience, the Company continued to grow on the basis of sound and sustainable profitability. By increasing its share in the sector, Doğuş Construction gained a more dynamic structure and continues its progress with no interruption towards achieving its
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Quality, Occupational Health and Safety, Environment
on SAP. Also, other business processes as ITService Management, Document Management were successfully completed at the end of the first quarter of 2014. The second phase of SAP covers the remaining business processes (Project Management, Cost Management, Progress Payment, Subcontractor Management, Strategic Planning, Tender Preparation, Quality Assurance/HSE Management, Human Resource-Performance, Insurance Policy Management, Risk Management, Budget and Reporting, Internal Audit and Business Intelligence) and is planned to be completed by the end of 2016.
Doğuş Construction implements and maintains Quality, Health and Safety as well as Environmental Management Systems in accordance with the leading international standards (ISO 9001:2008, OHSAS 18001:2007 and ISO 14001:2004). All of these three management systems are certified by LRQA (Lloyd’s Register Quality Assurance).
Risk Management and Internal Audit
Project for Construction of Soma Aid Residences
Adana Hacı Sabancı OSB Potable Water 2.Treatment Plant Construction
In 2015, Turkish contractors have undertaken 156 new projects with a total value of USD 19.4 billion. According to the Engineering News Record (ENR), Turkey represented the second highest country of origin for contractors in the 2015’s “The Top 250 International Contractors”, with 43 companies where Doğuş Construction ranked as the 179th.
DOĞUŞ GROUP
CONSTRUCTION
Doğuş Construction utilizes an enterprise-wide risk management methodology to priorly detect critical risks and take actions to mitigate them in its operations. The Board of Doğuş Construction is advised by the Risk and Audit Committee to oversee risks in a more systematic manner and foster a risk management culture within the whole organization.
FUTURE PLANS In 2015, Doğuş Construction executed business development activities not only in Turkey but also abroad with the aim of diversifying its portfolio and of conducting business in targeted markets.
Internal audits are carried on each project by a team of certified internal auditors based on a yearly plan and using international audit standards with the aim of improving the internal control environment within the Company.
The Company’s medium term goal is to increase the weight of high value-added projects in its portfolio in the focused markets as well as expand its geographical coverage within the regions. Including preselection/qualification and bidding processes, the total value of the projects that Doğuş Construction intends to take part is USD 33 billion of which approximately 50% comes from the new markets.
Cost Management as a Sub-section of Doğuş Information System (DIS) Doğuş Construction has been using its “Cost Management” as a sub-section of Doğuş Information System to analyse not only activity and resourcebased costs but also productivity at all levels within the Company. It places Doğuş Construction in a special place with regards to the assessment and measurement of profitability and performance in respect of internal processes while bringing improvements in productivity indicators. Within Cost Management, planned and actual data are compared to real-time tables, and graphical and interactive chart reports are produced for the evaluation of the performance of ongoing projects.
Enterprise Resource Planning System of Doğuş (SAP) Senior Management of Doğuş Construction has decided to renovate and extend its Management Information System (MIS). MIS was planned to operate in electronic platform and cover the business processes of the Company. SAP and related applications are chosen as the core of the system. SAP Project has been implemented in two phases. Implementation of the first phase of SAP Project has already been completed and the related covering main business processes (Accounting, Finance, Payroll, Human Resources, Procurement and Machinery Maintenance), are now managed
DOĞUŞ GROUP
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CONSTRUCTION
CONSTRUCTION
AYSON GEOTECHNICAL AND MARINE CONSTRUCTION CO. Specialized in geotechnical and marine works, Ayson has been providing top level technical services to many local and international enterprises since its establishment in 1972.
The Company was first established as Doğuş Drilling and Investigation Co. in 1972 to serve for the soil investigation and grouting works in large dam projects (Hasan Uğurlu Dam and HEPP, Suat Uğurlu Dam and HEPP, Aslantaş Dam and HEPP), which Doğuş Construction and Trade Inc. had then undertaken. In 1999, its name was changed to Ayson Drilling Investigation and Construction Co. and in 2008 to Ayson Geotechnical and Marine Construction Co. by adding construction and marine works in the scope of its fields of activity, respectively.
728,617 meters of anchoring works, starting from 2011; 35,305 meters of NATM tunneling, 2,035,000 cubic meters of tunnel excavation works in the projects it has undertaken so far.
Ayson recently took its place in one of the most prestigious and specific worldwide projects, “Salıpazarı Cruise Terminal Pier Construction Works” project was signed at the end of 2015, that is planned to be finalized in 2017. The project is a city project with a master plan coherent with the neighborhood texture of Karaköy Region and Istanbul. The total length of the port will be 1200 meters and the total number of steel piles that will be used is 1.346.
Ayson’s second project in Aliağa, İzmir is Star Aegean Refinery “Marine Works” Project that was signed in December 2014. Marine works involves the construction of three jetties for the purpose of receiving crude oil and loading liquid products. The total length of jetties will be 1178 meters and they will be constructed on steel pile foundation with a length of 75 meters. The total number of steel piles that will be used is 817 and they will be driving and settled to the 45-meter-deep seabed. 50% of the works were completed by the end of 2015. The project on the other hand, will be finalized in 2017.
FUTURE PLANS Ayson aims to increase the number of marine and port structure projects in its portfolio and act as a strategic partner to leading investors in Turkey in the short-term. Ayson also aims to expand its overseas experience, compete and succeed in the international arena in the medium and long-term, especially in potential marine, tunneling, highway, railway and dam projects. Currently, the Company is pursuing projects in Turkey and GCC countries.
Ergene Basin Deep Sea Discharge Construction Project was signed in 2015 and the project is still under construction.
Ayson has provided employment to 492 people directly and 187 people indirectly (sub-contractors) in the projects it has undertaken.
Some Major Projects in Turkey and Overseas Ayson completed NATM tunnel construction, soil investigations, grouting, shoring and deep excavation works of the stations, in the metro line of the stations in the Üsküdar-Ümraniye-Çekmeköy Metro Construction Project in Istanbul.
Ayson’s Quality and HSE Policies In 2009, Ayson has established an integrated management system with Quality, Occupational Health and Safety and Environmental Management Systems and received certificates from LRQA. These management systems were established utilizing ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 standards and managed by a highly qualified technical staff with more than 40 years of experience.
AYSON GEOTCHNICAL & MARINE CONSTRUCTION CO. PROJECTS IN PROGRESS Project Name and Description of Works
Client
Project Location
Project Value (USD)
Start Date
Estimated Completion Date
Doğuş Cons. and Trade Inc.
Artvin TURKEY
148,730,350
07/03/11
31/03/16
Doğuş Cons. and Trade Inc.
İzmir TURKEY
36,185,385
04/07/13
19/03/16
Doğuş-ES. JV
Aliağa-İzmir TURKEY
84,934,200
15/11/14
15/11/16
Çerkezköy Organized Industrial Leather Coordinator
Tekirdağ TURKEY
26,033,800
30/04/15
16/10/17
Salıpazarı Port Management and Investments Inc.
Istanbul TURKEY
43,588,200
15/12/15
28/02/17
Artvin Dam and HEPP Project Grouting Piling Works, Tunnelling Works Petkim Container Port Project
Ayson started serving to Enerjisa in 2011, first by undertaking the grouting works in Kahramanmaraş Suçatı HEPP, then Adana Kavşakbendi HEPP and Kahramanmaraş Kandil Dam and HEPP. Within the scope of the Boyabat and Artvin Dam and HEPPs, Ayson has executed grouting works, derivation, variant and relocation tunnel construction works, bored piling and soil investigation works and cut-off wall construction works. Ayson also realizes special specific works such as pendulum drilling and instrumentation.
Ayson specializes in all kind of geotechnical contracting works in various domestic and overseas projects. Ayson’s fields of activity includes various methods of grouting works, deep excavation, supporting systems, retaining walls, piling, anchoring, foundation soil improvement works, testing, marine structures, tunneling by either NATM or TBM methods, bridges, viaducts, irrigation facilities, metro construction works. Ayson offers a wide range of marine structure services, including jetties, dolphins, ferry terminal ramps and breakwaters.
In Aliağa, İzmir; Petkim Container Port Project open quay and dolphin and sheet pile wall construction works consist of a 770-meter long quay wharf structure is still under construction. The project contains two phases. Ayson completed the first phase of the project and the second half will be finalized in two years.
Ayson has successfully completed more than 142,624 tons of grouting, 1,317,982 meters of bored piling and
DOĞUŞ GROUP
Ayson is also giving a consultancy service to Doğuş Construction and Trade Inc. in Saudi Arabia for Riyadh Metro Project, including soil investigation, TBM tunnel grouting, piling, shoring and different geotechnical works.
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Piled Quay, Dolphin and Sheet Pile Wall Construction Star Aegean Refinery Marine Works Project Jetties and Marine Works Construction Construction of Ergene Basin Deep Marine Discharge Environment Projects and Pipe Lines Salıpazarı Cruise Terminal Pier Construction Works Marine Works Construction Total Project Value
339,471,935,00
DOĞUŞ GROUP
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CONSTRUCTION
TEKNİK ENGINEERING AND CONSULTING INC. Established in 1984 within Doğuş Construction Group, Teknik Engineering offers thorough engineering, consultancy and technical services.
Teknik Engineering and Consulting Inc. is a Doğuş Construction Group company established in 1984. The Company provides engineering, consultancy and technical services to Doğuş Construction Group and other institutions and contractors. Teknik Engineering offers the following services for projects including motorways, highways, railways, hydroelectric power plants, irrigation projects, water and sewerage system projects and industrial plants: •
Engineering, consultancy and technical services,
•
Planning and feasibility surveys, technical and economic surveys, research and laboratory tests, drilling and similar studies, assistance in finding more rational and developed methods and implementation of draft projects,
•
Business management services.
Teknik Engineering offers services for projects including motorways, highways, railways, hydroelectric power plants, irrigation projects, water and sewerage systems and industrial plants.
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FINANCIAL HIGHLIGHTS (TL THOUSAND)
2011
2012
2013
2014
2015
1,505,103
1,546,755
1,586,987
1,494,263
1,671,286
280,695
599,242
820,114
749,936
650,735
(298,639)
(698,995)
(711,531)
(708,511)
(631,789)
(6.4%)
(16.6%)
13.2%
5.5%
2.9%
EBITDA
(152,271)
(250,154)
(27,454)
(71,563)
41,099
EBITDA Margin
(54.2%)
(41.7%)
(3.3%)
(9.5%)
6.3%
Total Assets Revenue Cost Gross Profit Margin
Total Assets
Revenue
2011
2012
2013
Source: Figures are based on Doğuş Media Group IFRS financial statements.
2014
2015
MEDIA
MEDIA
DOĞUŞ MEDIA GROUP Doğuş Media Group reaches millions of people through its innovative, informative and entertaining broadcasts.
Doğuş Media Group’s vision is to become the world’s best-known Turkish media and entertainment company. From TV and internet to radio and magazines, Doğuş Media Group has made its mark with its prestigious and high quality publications. The Group aims to cater to the needs of consumers by following and supporting developments and innovations in technology and media.
leading them to prefer the Media Group’s brands for promotions. Always staying one step ahead in its advertising practices, Doğuş Media Group generates tailored solutions for customers who wish to be associated with the Media Group’s brand equity and to differentiate themselves from the competition. Advertisers are offered various media solutions and a high level of efficiency.
Doğuş Media Group directs and influences the Turkish media sector with its innovations and successful applications. The success of Turkey’s first news channel, NTV, heralded a new era of thematic channels in Turkey. The Media Group widened its audience profile when it acquired Turkey’s first private mainstream entertainment channel, Star TV, in 2011.
Doğuş Media Group offers a wide variety of high quality media including not only television, but also magazines, radio, various internet portals and more. Thus, this participating in the budgets of advertisers for several segments is an advantage for the Group.
Doğuş Media Group has made significant progress with both created and acquired brands and has built upon global alliances with partners such as National Geographic and Condé Nast.
Within the entertainment sector, television is preferred most by advertisers. With the acquisition of Star TV, the Media Group also began to meet the expectations of advertisers in the entertainment sector.
The Group has broadened its operations from TV to magazines, radios, digital and print media, and it has become the leading media organization providing thematic content to the public. With 1,196 employees (776 male and 420 female), Doğuş Media Group currently is one of the largest companies in the media industry. Doğuş Media Group fosters public trust with its professionalism and quality-focused business dealings. The sense of belonging it creates for consumers also give rise to expectations of continuous progress and distinction.
ACTIVITIES IN 2015
The close bonds developed with consumers by Doğuş Media Group also have had an impact on advertisers,
Star TV was the number one TV channel in prime time total SES in 2015.
DOĞUŞ GROUP
TV ad sales constituted 57.8% of Turkey’s total advertising market in 2015, and the entertainment sector represented 81% of that. The total advertising market in 2015 is increased by 6.4% and share in active markets of Doğuş Media Group is expected to be 14.5%. The Group’s market share in 2015 is 10.7% of the total ad market.
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Doğuş Media Group’s vision is to become the world’s best-known Turkish media and entertainment company.
MEDIA
MEDIA
The Groups’ radio stations’ market share is 22.3%, while the internet segment is 2.9% and magazines 18.6% in 2015.
TECHNOLOGICAL INFRASTRUCTURE
DOĞUŞ MEDIA GROUP BRANDS
The uplink system that enables satellite distribution of Doğuş Media Group’s TV and radio programming consists of seven live-broadcast vehicles – four in Istanbul, two in Ankara and one in Diyarbakır. The Group has a total of 180 NTV transmitters, 200 STAR transmitters (including two in the Turkish Republic of Northern Cyprus), 90 NTV SPOR transmitters, 28 NTV Radio transmitters, 30 KRAL FM transmitters, 12 KRALWORLD Radio transmitters and 20 KRAL POP Radio transmitters. Star TV HD and NTVSPOR HD broadcast on Turksat satellite as unencrypted, on D-Smart, Digiturk and Teledünya platforms. NTV HD broadcasts on Turksat satellite as unencrypted, on D-Smart and TELEDÜNYA platforms.
TV CHANNELS NTV In 1996, NTV began broadcasting the first 24-hour news channel in Turkey. In January 1999, it became a member of the Doğuş Media Group family. The success of NTV altered the Turkish media landscape by ushering in an era of thematic TV channels. NTV primarily broadcasts national and global news as well as quality documentaries and programs on the economy, culture and arts, lifestyle, and sports.
AWARDS Doğuş Media Group was honored as the recipient of 1,170 awards between 2001 and 2015 for its broadcasts and social responsibility campaigns. Of these awards earned during 2015, a total of 132 were granted by various ministries, organizations, associations and foundations, professional chambers, universities and high schools.
NTV aims to bring accurate news and analysis to its audience – without interruption and without bias. The quality of its content, along with its impartial editorial approach, has made NTV a prestigious brand synonymous with reliable news. NTV’s broadcasts on health, education, and the environment, along with other special projects, are concrete examples of its social responsibility approach.
FUTURE PLANS Doğuş Media Group’s vision is to become the world’s best-known Turkish media and entertainment company.
In addition to NTV’s Head Office in Istanbul, the latest developments in Turkey are followed by NTV from its offices in other cities; Ankara and Diyarbakır. Reporters and news agencies scour the entire country for the latest happenings. For international news, NTV relies on its offices in Brussels and Lefkosia, reporters in major cities like London, Cologne, Athens, Strasbourg, Baghdad, Damascus, Islamabad, Pristina, Singapore, Stockholm and worldwide well-known news corporations - Reuters, ENEX and APTN.
Star Star TV began broadcasting under the name of Magic Box in May 1990 in Liechtenstein.
DOĞUŞ GROUP
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DOĞUŞ GROUP
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MEDIA
In September 1990 it commenced official broadcasts via the German satellite, Eutelsat, and subsequently changed its name to Interstar in 1992 before finally becoming Star TV in 2002.
•
A new era began when Star TV joined Doğuş Media Group in November 2011. With its experienced professional team and innovative vision, the Group nurtured and renewed Star’s image, design, and content.
•
With a mission to provide “entertainment for everyone,” Star has always enjoyed a colorful and intimate brand perception. Adhering to this mission, Doğuş Media Group enhanced this objective as “high quality entertainment for everyone.” With Star, the Group aims to raise the standards of TV networks in Turkey.
MEDIA
At primetime e2 welcomes audiences who enjoy prime entertainment such as The Tonight Show Starring Jimmy Fallon, most popular awardwinning dramas and series such as Mad Men, Dexter, Breaking Bad, and The Tudors. At midnight e2 presents the most popular award-winning dramas and series such as The Vampire Diaries, The Wire and Hemlock Grove.
NTVSpor.net
wide range of subjects, ntv.com.tr caters to the daily news needs of readers with various subjects from national to international news; latest developments in breaking news along with detailed reports on special events. With the restructuring of ntv.com. tr based on the web 2.0 technology on February 2009, it serves the users with a modern interface and infrastructure full of user-friendly multimedia elements.
NTVSpor.net is the official website of NTV Spor, Turkey’s leading sports channel. The content of the website is curated by a professional and experienced staff and takes advantage of the powerful content and experience of NTV Spor. NTVSpor.net, Turkey’s leading sports portal, was set up just before the 2006 World Cup. Active as a sports page on ntvmsnbc.com until June 2010, NTVSpor. net was launched with its new interface and content on the first day of the World Cup in June 2010.
Kral TV
tvyo
Turkey’s first music TV station, Kral TV is the leader in its category with its music video clips and programs. From arabesque to Turkish folk music and Turkish classical music, Kral TV broadcasts all genres of Turkish music fulfilling an important need in the music television sector. The best video clips of all Turkish music genres and the best artists are available 24 hours a day on Kral TV.
tvyo is an online video-on-demand (VOD) platform published by Doğuş Media Group and offering a new experience with the widest scope. tvyo went public in December 2012 with the introduction of a premium platform offering various video content for free. VOD content is enhanced by adding popular series from other content providers such as TRT’s “Kızılelma,” and STV’s “Şefkat Tepe.”
Kral Pop TV
Providing the most exclusive content, tvyo offers TV Series, Music, Sports, Live TV and Channels categories with varying live, on-demand and thematic content. tvyo is accessible via www.tvyo.com, iOS, Android and Smart TV applications. tvyo users can add their favorite programs to their personal “queue” and follow their favorites daily.
NTVSpor.net also provides its members with access to live coverage from NTV Spor television through its pages, thus providing a service with which its rivals are unable to compete. NTVSpor.net has been downloaded as an application more than 1 million times on mobile platforms such as iPhone, iPad, Ovi, Android and it is the leader in this category in Turkey.
tvyo aims to be the first choice of internet users who demand free and high quality online video service.
The website also provides online games such as Social League. It is the number one sports gaming website with more than 700,000 active gaming members.
The website, with more than 100 million page views and approximately 10 million unique visitors each month, has 8.5 million followers on Facebook and Twitter. NTVSpor.net exceeds more than five times the number of users of its closest competitor through the portal and social networks.
NTV Spor Launched in March 2008, NTV Spor is a dedicated TV channel producing sports-related programming 24 hours a day. Using NTV’s expertise in news and sports broadcasting, NTV Spor is regarded as a sports platform where fans can catch up on everything related to sports, 24/7.
Kral Pop TV, the heart of popular music, airs all the Turkish hits in tandem with Kral Group’s second radio station, Kral Pop Radio. Kral Pop TV, which features shows such as Kral Pop Fans, Story of an Album, 0 Kilometer, Artist of the Day, Magazine News, Story of a Concert, Kral is Everywhere, Kral Pop Local, Kral Pop Chart and Kral Pop Diary, is one step ahead of its competitors because it airs first-time, exclusive clips of famous artists.
From the very beginning, NTV Spor aimed to provide up-to-date, impartial sports news combined with rich content and a dynamic programming format. Most programming on NTV Spor is either live or tape-delay sporting events, national and global sports news, sports- related documentaries and TV shows with special guest appearances by major sports figures. NTV Spor holds official broadcasting rights to large sporting events from various sports branches.
Kral World TV
Startv.com.tr
Beginning in 1994 with Kral TV and later with Kral Pop TV in 2012, Kral-branded television broadcasting has been changing the vision of music TV broadcasting.
Startv.com.tr is the online platform for Star TV, where users can enjoy the content that is possessed by Star TV both VOD and live. According to latest comscore figures for Turkey (July 2014) it is the most used premium video content site in Turkey. Startv. com.tr also provides exclusive relevant content with Star TV. Star TV is digitally accessible via startv.com. tr, iPad, iPhone and Android applications.
Considering the demands of younger generations in Turkey for world music and foreign music, and also given the economic attraction of this sector, a third Kral-branded TV channel was launched: Kral World TV.
Only six months after it was launched, NTV Spor was ranked second among all thematic TV channels. NTV Spor commenced terrestrial broadcast in the beginning of 2010.
Kral World TV, targeting an audience aged between 12 and 30 who follow a global music vision, was launched on 15 December 2013. Kral World TV can be reached from www.kralworld.com.tr, Tvyo, Kral mobile application and other music TV mobile applications.
e2 Established in December 2006, TV channel e2 offers extraordinary entertainment content consisting of talk shows and TV series. With a loyal, highly involved and selective audience, e2 differentiates itself as a niche entertainment TV network, bringing uncommon TV characters and celebrities to the screen.
Vogue Türkiye’s website vogue.com.tr was found in March 2010. The website consists of daily, weekly and monthly special content and categories. It’s a comprehensive site including the social media platforms. Fashion, beauty, lifestyle, celebrity and fashion shows are put together as content through Vogue’s perspective.
ntvpara.com
glamour.com.tr
CNBCe.com, the finance portal of Turkey continues its journey as ntvpara.com.
Glamour.com.tr was found in February 2016. The website generates daily, weekly and monthly interactive content. The categories of the site refer to a digital life coach of a modern woman. The brand also pays attention to all the new social media platforms and creates contents through them. Latests trends,fashion news, beauty tips, shopping advice inspired by street style and red carpet,videos and so much more can be found at glamour.com.tr.
With its fast, trustworthy and rich content, ntvpara. com will remain to be the pioneering address for business news.
INTERNET ntv.com.tr Turkey’s News Portal ntv.com.tr, was founded on 15th of May, 2000 with NTV’s news experience and network. The content of ntv.com. tr is prepared and developed by its own editors. Providing news on a
e2 has three broadcasting slots: • At daytime, popular daily shows such as Martha Stewart and The Ellen Degeneres are broadcasted dubbed in Turkish.
DOĞUŞ GROUP
vogue.com.tr
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2015 ANNUAL REPORT
Having a brand new face and design, the news portal includes market data, news, analysis, video, gallery and commentary from leading economists.
gq.com.tr
Alongside the web, ntvpara.com is also present on smartphones and tablets.
DOĞUŞ GROUP
GQ Türkiye’s website gq.com.tr was found in March
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MEDIA
Kral World Radio
2012 parallel to the launch of the magazine. It’s an online guide for Men’s lifestyle. The website consists of style, news, living and all the important things about a Man’s world.
The new radio brand of Kral Group, ‘Kral World Radio’ began broadcasting as of October 2015. The content of Kral World Radio, which gives place to the best hits of all the times and the most popular Dance, Pop, R&B, Oldies hits and their acoustic versions will reveal its difference among others in a very short time.
cntraveller.com.tr Condé Nast Traveller’s website cntraveller.com. tr was found in May 2015 parallel to the launch of the magazine. The website consists of destination recomendations, special lists, gourmet spots. It’s a guide for both local and global destinations
Kral World Radio, which includes The World’s most famous club DJ’s live sets in the ‘Kral World Club’ programme on weekends, the young talents acoustic cover performances of the popular names ‘Home Made’ every midnight, non-stop hit music hour ‘World Hit’s’ every day for an hour, is avaliable on terrestrial broadcasting in 10 points, and also it can be listened through the website kralmuzik.com. tr, mobile devices from KRAL application, TURKSAT satellite; shortly it is possible to listen Kral World Radio all over the world.
nationalgeographic.com.tr National Geographic Türkiye’s website nationalgeographic.com.tr was found in April 2001 In the beginning, it was a static magazine website which was monyhly updated. Till August 2014, it’s a new platform for digital explorers. The site and social media platforms are sources for exploring the world and the universe.
RADIO STATIONS NTV Radyo
PERIODICALS
Launched in November 2000, NTV Radyo carries out an important mission in the area of news broadcasting. Its broadcasts include economy, sports, lifestyle, and arts and culture.
Vogue Türkiye Vogue, a Condé Nast publication, has been leading and inspiring the fashion world since 1892 and now reaches millions of people in 19 countries. There was a long wait for Vogue in Turkey, and the magazine was finally launched by Doğuş Media Group in March 2010.
NTV Radyo reaches its audience from 28 centers with news every day. After midnight and on weekends, NTV Radyo features music and talk show programs.
The magazine not only informs its readers of new trends, it also decides what fashion is. Vogue Türkiye is courageous, avant-garde and innovative with its shoots.
Kral FM Turkey’s most-listened to radio station, Kral FM, was launched in 1992 and became a member of the Doğuş Media Group in June 2008. Kral FM plays the best of Turkish pop, folk, classical, rock, and arabesque. The radio station also delivers daily news and the latest developments in Turkey.
Anything that is exciting finds a place in the pages of Vogue Türkiye. Most important of all, from the covers to fashion shoots, portraits to style tips, the magazine creates original content. Vogue Türkiye has a selective and unique perspective - elegant style with women at its center, and a glamorous visuality allowing it to cover fashion, beauty and lifestyle since its first day of publication.
Kral FM reaches its listeners via 40 transmitters and has one of the largest radio communities in Europe.
Kral Pop
GQ Türkiye
With the acquisition of Kral TV and Kral FM in 2008, Doğuş Media Group became a prominent member of the music industry. One of the most recent accomplishments of the Group was the launch of the new national radio station, Kral Pop.
GQ was established in the United States in 1932. The magazine became a part of Condé Nast Publications 32 years ago and is currently published in 20 countries and in 12 different languages. GQ covers all fields relevant to metropolitan men and guides the lifestyles of men in all the countries where it is published. GQ has a unique formula for men: it brings together fashionable aspects of life and intellectual commentary with its rich content – from fashion to art, health to relationships, sports to technology,
“The King of Turkish Pop: Kral Pop” broadcasts the best examples of Turkish pop music from the past to the present as well as new releases. Since its first day, Kral Pop has been attracting the attention of the music industry in addition to listeners.
DOĞUŞ GROUP
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MEDIA
food and drink to remarkable interviews.
passionate team showcasing the eclectic selection of exciting locations, best hotels, exotic spas, holiday fashion, beauty etc of the world and Turkey. Has a strong lifestyle angle, incorporating the very best of watches, jewellery, fashion and beauty products for the affluent traveller.
GQ Türkiye has been published by Doğuş Media Group since March 2012. The best-selling men’s magazine in the world, GQ outshines competitors with extraordinary photo shoots, a humorous tone, and the best writers and photographers. It combines its global position with the values and dreams of Turkish men.
Published under licence agreement with Doğuş Publishing Group, Turkey’s largest fashion and lifestyle magazine publisher, this is the ninth edition of the magazine available globally.
Glamour Glamour magazine is the best friend of confident and fun women who stand out with their style and free spirit. Every month, more than 12 million women from all over the world read the magazine which is the official guide of females for the past 75 years. Glamour, which is a Condé Nast brand, began to be published in Turkey by Doğuş Media Group in March 2016. The magazine redefines the concept of style with its content that includes everything about fashion and beauty. You can find beauty tips while getting new ideas about trends in fashion. Glamour proves that you can be as glamorous as stars in your daily life by being inspired by the styles and beauty regimes of celebrities.
National Geographic With a history dating back to 1888 and a readership of more than 60 million readers worldwide, National Geographic is more than just a magazine; it is also one of the most prestigious brands in the world. The magazine’s Turkish edition debuted in 2001, and each month it presents to its readers a fresh array of fascinating features and original articles about geography, science, exploration, history and more.
National Geographic Kids Published since 1975, National Geographic Kids was launched in Turkey by Doğuş Media Group in 2004. The aim of this magazine is twofold: to entertain and simultaneously to equip children with knowledge via high-quality content and visuals.
Condé Nast Traveller Türkiye Condé Nast Traveller was founded by Sir Harold Evans in 1987, currently has eight editions globally including the USA, Britain, Spain, Italy, India, Russia, China and Middle East with an international readership of over 1.7 million a month. The magazine is the authority on luxury travel and provides inspiration and advice for discerning travellers looking for unique, unforgettable and luxurious travel experiences.
Robb Report The Robb Report joined Doğuş Media Group in 2008 as Turkey’s first magazine focused on the luxury market. Its mission is to become an exclusive guide for high net worth individuals who are passionate about celebrating life. From yachts and automobiles to jewelry, priceless watches, fashion and premiere vacation spots, Robb Report readers enjoy all the elements of a luxurious lifestyle. This magazine covers both the latest products and original styles from world- renowned luxury brands.
Condé Nast Traveller provides inspiration and advice for discerning travellers looking for unique, unforgettable and luxurious travel experiences. Our “Truth In Travel” motto makes us the most trustable source in travel and lifestyle in every destination we take you to. Condé Nast Traveller delivers only trustworhty and authentic content. As the most authoritative and influential travel and lifestyle magazine in the world, our readers turn to Condé Nast Traveller for an edited choice of restaurants, hotels and spas, shops and museums.
NTV Publications Ever since March 2007, NTV Publications has been offering a new perspective on reading and thinking. While acting as a reference for various subjects including history, science, arts, photography, politics, nature and environment, NTV also covers cooking, children books and graphic novels. Expanding its product line every month, NTV Publications has become an important and prestigious brand in the public eye with its bestselling non-fiction titles.
Condé Nast Traveller delivers exotic, new destinations and features unique twists on well known destinations. Every month we take you to destinations off the beaten track both home and abroad. And readers are given a true sense of each destination without compromising on luxury and style.
In addition to presenting readers with outstanding foreign books with fluent translations, NTV also encourages local projects with books on Turkey’s history, cultural heritage, and natural treasures.
Condé Nast Traveller is created by a talented and
DOĞUŞ GROUP
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FINANCIAL HIGHLIGHTS* (TL THOUSAND)
2011
2012
2013
2014
2015
1,821,355
2,471,669
2,985,634
4,212,059
6,346,266
232,152
297,691
458,850
656,974
833,486
(120,545)
(217,513)
(310,997)
(422,310)
(551,282)
Gross Profit Margin
48.1%
26.9%
32.2%
35.7%
33.9%
EBITDA
6,345
51,622
76,980
134,371
78,857
EBITDA Margin
2.7%
17.3%
16.8%
20.5%
9.5%
Total Assets Revenue Cost
Total Assets
TOURISM & SERVICES Revenue 2011
2012
2013
*Figures are based on standalone financial statements of Doğuş Tourism Group, Doğuş Retail Group and D-Marin Marinas Group.
2014
2015
TOURISM AND SERVICES
HOSPITALITY | D-HOTELS AND RESORTS All D-Hotels and Resorts are committed to the highest level of quality and standards.
D-Hotels and Resorts owns 4 international chain hotels, 5 five star hotels and 4 boutique hotels.
18.57% from Turkish citizens residing abroad.
ACTIVITIES IN 2015 International Chain Hotels as Park Hyatt Maçka Palas Istanbul, Grand Hyatt Istanbul, SOHO House Istanbul, MARITIM Hotel Club Alantur, Alanya; partner boutique hotels as Capri Palace Hotel & Spa, Villa Dubrovnik, argos in Cappadocia, Maçakızı Bodrum and managing hotels as D-Hotel Maris, D-Resort Grand Azur Marmaris, D-Resort Göcek and recently opened D-Resort Šibenik, Murat Reis Ayvalık. Rixos Downtown is operated by Rixos Group under longterm lease agreement.
50% share acquisition process that was initiated in 2014 for SOHO House Istanbul has been finalized in 2015. Partnership agreement has been done with Bodyism; Bodyism Clean & Lean residences have been launched in both D-Hotel Maris and Capri Palace Hotel & Spa. Capri Palace Hotel & Spa’s Michelin Starred Il Riccio Restaurant & Beach Club opened primarily in D-Hotel Maris and later on in Bodrum Paradise Bay.
D-Hotels and Resorts have continued to carry on its investments in 2015. All of D-Hotels and Resorts’ properties share common vision and values; each hotel is committed to the highest level of quality and standards. A true hospitality leader, D-Hotels and Resorts strives to obtain a reputation for excellence both local and international D-Hotels and Resorts holdings.
Return of a Landmark from early 1970’s: Murat Reis Ayvalık after a complete renovation has re-opened its doors in 2015. Q Lounge by D-Resort Göcek at its stunning location up on the hill by D-Marin Göcek has been opened.
2015 TOURISM HIGHLIGHTS
D-Resort Sibenik has been opened in Croatia, Sibenik.
Turkey has faced a drop down in tourism in 2015. Syria War, Isis, Ankara and afterwards Paris attacks have caused Turkey to loose reputation moreover Turkey became unsafe destination. Total Tourism revenue has been decreased from US$ 34.5 billion to US$ 31.4 billion, resulting in an average expenditure per person per day of US$ 756. Furthermore, compared with 2014; foreign visitor numbers has been indicated as 36,244,632 with a decrease by 1.61%. The top three countries sending tourists were Germany (14.4%), Russia (10.7%), and the UK (6.93%). Turkey received 80.8% of its tourism income from foreign visitors and
The share acquisition process for St. Barth Eden Rock has been finalized, 33% of the shares has been taken.
DOĞUŞ GROUP
First steps of the transformation of a factory in to a hotel Maraska in Zadar, Croatia and Park Hyatt House Gebze has been realized. The acquisition process for the Aldrovandi Villa Borghese Hotel in Rome has started. Partnership agreement with Uzun Etap, Argos Kültür and Argos Bağcılık has been completed.
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D-Hotels and Resorts’ future strategies are to become a regional leader and to continue expanding in the sector.
TOURISM & SERVICES
Maritim Alantur Hotel after being managed by Maritim international chain hotels, is to be managed by D-Hotels and Resorts by the end of 2015 under name Alantur Hotel.
• • •
AWARDS •
Grand Hyatt Istanbul • •
Tripadvisor for the “Certificate of Excellence” in 2014 Tripadvisor for the “Hall of Fame” in 2015
Park Hyatt Istanbul – Maçka Palas • • •
• •
Included as one of the top hotels in the world on Condé Nast Traveller’s 2014 Gold List Tripadvisor Traveler’s Choice 2013 - Labeled as one of the “Top 25 Best Luxury Hotels in Turkey” Tripadvisor for “Certificate of Excellence” 2014 “Five Star Diamond” by American Academy and Hospitality Sciences, 2014 Tripadvisor for the “Hall of Fame” in 2015 Top 12 hotels in Greece & Turkey – Condé Nast Traveler, Reader’s Choice Awards 2015
• •
Schauinsland Top Hotel 2015 Tripadvisor Excellence Certificate 2015 Zoover 2015 Blue Award for all-inclusive concept 2015
•
• •
“Best Sunshine Boost”, Conde Nast Traveller 2015 Spa Awards in association with Healing Holidays
At the same time, Doğuş Tourism Group is actively searching for domestic hotel investments in historical and cultural destinations, and is also considering hotel investment opportunities abroad.
The acquisition steps for the Aldrovandi Villa Borghese Hotel in Rome are to be finalized by beginning of February and the hotel is planned to go into full refurbishment towards the end of 2016.
Rentokil Certificate of Excellence 2015 1st in the Ranking of Rentokil Marmaris Region Hotels 2015 Travelife Gold Award, “Sustainability in Tourism”, 2015-2017 The Ministry of Culture and Tourism, “Environmentally Friendly Establishment” award also known as 5 Green Star
The acquisition of Villa Magna, Madrid, Spain is to be completed by March 2016. Full control of Capri Palace Hotel & Spa is to be taken by March 2016. Additional 10% of Macakızı shares are to be taken by February 2016, by this acquisition total share is to be in total 70%.
World Luxury Hotel Awards 2015 “Europe’s Best Scenic Environment” National Geographic named argos in Cappadocia as one of the “10 Magnificent Hotels” 2015 in nationalgeographic.com and National Geographic book Destinations of a Lifetime Condé Nast Johansens Awards for Excellence 2015 “Best Countryside Hotel of Europe” Wine Spectator Award of Excellence 2015 “Seki Restaurant”
DOĞUŞ GROUP
By the global and regional facts that have been faced by the end of 2015, 2016 is expected to be a tough season for hospitality business. D-Hotels and Resorts is being taken necessary crisis action plan accordingly; focusing on local and international alternative markets as well as the hotels abroad.
In accordance with this philosophy, and the demand for better facilities and services, D-Hotels and Resorts have exciting plans for the near future.
argos in Cappadocia •
İl Riccio Beach Club & Restaurant is to be opened in Miami, US by the fourth quarter of 2016. The construction process for Maraska Zadar in Croatia, Park House Gebze and Park Hyatt Vita Park Bodrum projects is to be continued.
D-Hotels and Resorts’ future strategies, in line with those of Doğuş Group, are to become a regional leader and to continue expanding in the sector. D-Hotels and Resorts will seek to continue reflecting its growth-oriented investment philosophy in its financial results and operations in the coming years.
D-Resort Grand Azur Marmaris • •
The historic Maçka Palas building was converted in 2009 into a 90-room boutique hotel under the brand name, Park Hyatt Istanbul-Maçka Palas Hotel. Ideally located in trendy Nişantaşı, the hotel boasts a unique combination of the historic architecture of an art deco building with innovative interior design. The five-star hotel is also within walking distance of many upscale designer fashion houses, as well as ultratrendy bars and restaurants. There are 90 generously sized deluxe rooms averaging 59 m2, including five Park suites, two Park terrace suites, one executive suite, one diplomat suite and a presidential suite. All of the residential top-floor suites offer a private terrace. Each guestroom features a grand bathroom decorated in local fossilized limestone, offering five different bathing experiences. Twenty-five of the rooms include an authentic Turkish bath complete with heated stone seating.
GRAND HYATT ISTANBUL
D-Hotel Maris •
PARK HYATT ISTANBUL - MAÇKA PALAS
argos in Cappadocia will have renovation for rooms, and new spa&fitness facilities to be finalized by mid 2016. The project for new additional accommodation units is to be continued by 2018.
FORECAST
FUTURE PLANS
Maritim Hotel Club Alantur • • • •
International Hotel Awards 2014 “Best Hotel -Turkey” - “Sustainable Hotel – Turkey” World Luxury Hotel Awards 2014 “Luxury Boutique Hotel - Turkey” Fodor’s 100 Hotel Awards 2014 “Best 12 Small Hotels of the World” Wine Spectator Award of Excellence 2014 “Seki Restaurant”
TOURISM & SERVICES
Espace Henri Chenot spa center is to be launched at D-Hotel Maris by the beginning of the summer 2016. Accommodation, spa and fitness units of Il Riccio Beach Club & Restaurant in Bodrum is planned to be open in Bodrum by mid-2016.
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Grand Hyatt Istanbul is a star facility managed by Hyatt International (Europe Africa Middle East) LLC and located in Taksim in the heart of Istanbul. Grand Hyatt Istanbul is located in the center of the city’s business district, just a five-minute walk from the Bosphorus and Taksim Square. Grand Hyatt Istanbul features large (40 m2) guestrooms and fully marbled bathrooms with separate bathtubs and rain showers. There are 360 guest rooms, including 26 suites. The Grand Club rooms offer VIP accommodation; separate check-in and check-out facilities, a private lounge and boardrooms.
There is one restaurant; The Lounge provides an informal yet elegant atmosphere for a relaxing breakfast and all day dining. The elegant Wine Bar is the perfect venue for all travelers. For the ultimate in relaxation, The Spa offers, massage & skin and body treatments, Fitness Centre and also outdoor swimming pool
SOHO HOUSE ISTANBUL Soho House Istanbul is a private members’ club that occupies the 19th century Palazzo Corpi, formerly the US consulate, in the Beyoğlu district. Soho House Istanbul is the biggest House to date and occupies four buildings: The Corpi Building, the Annex Building, the Chancery Building and the Glass Building.
A total of 1966 m2 of function space is available with 19 meeting rooms with state of art technology, including a ballroom, a large pre-function space, boardrooms, and the new meeting venue, Mansion. The Mansion offers a unique residential meeting concept where guests have the opportunity to hold meetings in a home-like setting with a highly personalized and dedicated service. All six Mansion rooms feature natural light and can cater to parties of up to 86 guests. The new restaurant, 34, is a casual dining venue with animated show kitchens and a lively atmosphere, offering a fascinating culinary journey through Turkey and the Mediterranean for breakfast, lunch and dinner. Other outlets include the Mezzanine Lounge & Bar, the Library Bar and the Gazebo at the outdoor pool in summer. The Gaia Spa and Fitness Centre has four specially designed treatment rooms, hammam, a fitness studio and an exercise room for yoga and pilates classes.
DOĞUŞ GROUP
The Corpi houses the private club spaces, and a late night club within the House, named The Embassy Club; a New York style prohibition-era bar, open late into the night. A Genoese ship-owner built the Corpi in 1873, before it became the US embassy in 1906 and then the consulate in 1937. It has been brought back to its former glory by the Soho House in house design team, with the restoration of its original frescoes, Carrara marble flooring and rosewood doors, juxtaposed with early 20th century furnishings. The Annex Building was the Embassy’s original annex, and hosts 28 bedrooms. The Chancery Building is newly constructed, has a Cecconi’s public restaurant on the ground floor and The Chancery Room upstairs for private hire. The Glass Building is a second newly
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D-RESORT GÖCEK
constructed building, with six floors dug into the hillside. The building offers 59 bedrooms, including an apartment, a Cowshed spa with two hamam rooms, a fully equipped gym, a ballroom for events, and a 57-seat screening room. When staying at the hotel, guests may also use the private members’ space in the Corpi Building.
D-Resort Göcek opened in May 2013 as part of D-Hotels and Resorts with a completely renovated lobby, three restaurants, bars, a unique 1500 m2 D-Spa offering ESPA products and fully equipped fitness center, and modern conference facilities for up to 150 guests. The hotel provides its guests an amazing white sandy beach by D-Marin Göcek. The beach boasts a beach-front restaurant and bar, giving its guests the opportunity to enjoy the only Teppanyaki (a Japanese style of grilling) grill station in the area. The new gourmet venue of D-Resort Göcek, Q Lounge welcomes guests at its very unique spot, high upon the hills with its magnificent scenery that dominates the Göcek Bay. Q Lounge is quite exclusive with its architecture as well as its menu that gather the shareable tastes from Izakaya style contemporary Japanese Cuisine, unique cocktails, an extensive wine menu, site-specific special music and DJ performances. Each of its 103 rooms has been designed with the utmost in style and comfort in mind, decorated in a light and modern Mediterranean style.
MARITIM HOTEL CLUB ALANTUR Maritim Alantur is a five-star hotel in Alanya, situated on the Mediterranean coast. In its ideal location, 140 km east of Antalya, only 38 km from the nearest airport Gazipaşa, and 5 km from Alanya’s city center, the Maritim Hotel Club Alantur welcomes its guests with 350 rooms and suites. The hotel, with its 65,000 m2 garden and pool area, is located directly on the beach in an area known as the “Turkish Riviera” offering guests relaxation, entertainment, or recreation in several on-site facilities. Maritim Hotel Club Alantur has developed a based and focused on strong familyfriendly concept, featuring family rooms, mini club facilities and waterslides.
D-HOTEL MARİS The luxury resort D-Hotel Maris is located in a unique conservation area on the beautiful Datça Peninsula, high on a hillside surrounded by breathtaking views, crystal clear sea and five beautiful, natural Blue Flag beaches, offering the best water sports facilities in the area. D-Hotel Maris’ goal is to be known not only for the stunning natural beauty of its surroundings, and its extensive range of beautiful and luxurious facilities, but also as a brand that offers the highest level of personalized services to its guests. Consisting of 159 rooms, 34 suites and one villa, D-Hotel Maris targets international and local guests with longterm stays within the resort. It offers elegant dining experiences in exquisite settings at its breakfast restaurant, including award-winning restaurant Zuma and famous Il Riccio from Capri Island, Italy; totally five à la carte restaurants and seven bars. Bodyism with its first European Clean & Lean residency and Tennis School by the world famous Wimbledon Champion Goran Ivanisevic is also unique experience that D-Hotel Maris offers its guests. In addition to leisure business, during shoulder seasons, D-Hotel Maris hosts smaller meetings and incentives from targeted business segments, including the automotive, pharmaceutical, and financial sectors.
As of November 2015, D-Resort Göcek continues to host their guests with high quality services through the twelve months.
D-RESORT GRAND AZUR MARMARİS D-Resort Grand Azur Marmaris, which is situated directly on a beach with probably the most beautiful scenery of the Marmaris coast, is just a few steps away from the city center and 100 km from Dalaman International Airport. In 2013, it began operating under the D-Hotels and Resorts brand with 324 fully renovated rooms and suites, half of which offering sea views, five bars, and three restaurants, one of which is a roof top restaurant with a steak house concept, unique for the city of Marmaris. The resort has the largest spa and fitness facilities in the city of Marmaris. D-Resort Grand Azur also has a conference area accommodating up to 350 people as well as two seminar rooms with seating for 35 people.
D-RESORT ŠIBENIK D-Resort Šibenik is a luxury and design-rich, brand new hotel located in the charming old town Šibenik in Croatia, only 40 minutes away from both Split and Zadar airports. Šibenik is still a rather undiscovered destination, with its numerous natural and historical beauties, including two national parks (National Park Kornati and National Park Krka) reachable in 30 minutes. The resort, is a vibrant mix of the enchanting
D-Hotel Maris is a member of The Leading Hotels of the World and welcomes children as of 6 years old.
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old world with the sleek and the modern style of the new world. Set in the middle of the mega yacht marina Mandalina, D-Resort Šibenik, along with their extraordinarily Yacht Club facilities, is set to be one of the most sophisticated hotels in Croatia. The Resort have 63 rooms, 6 suites and 3 Exclusive Villas - and nearly all offer utterly stunning sea views. Hotel offers refined dining on hotels’ top floor restaurant – Art Restaurant which offers spectacular views of the old town Šibenik and D-Marin Mandalina and four bars & lounges sprinkled around the hotel. In the heart of the hotel, D-Spa offers a perfect place to relax and recharge where for the gym lovers D-Gym combined with an ever-present and amazing view. D-Resort Šibenik has one fully equipped meeting room convertible into three smaller executive rooms.
It began with the vision of turning a complex of ancient dwellings into a world-class luxury hotel. The dream was enhanced with the discovery of the ruins of Bezirhane, a 1500-year old rock-hewn monastery and later hostel for camel caravans on the legendary Silk Road. Finally, argos in Cappadocia opened its doors as an elegant masterpiece - a highly imaginative boutique hotel and concert hall that reinterprets the rich traditions of the past for today’s discerning travelers. The hotel’s accommodations are offered in several styles, from stone rooms to splendid suites with private in-suite swimming pool. The rooms uniquely situated in six restored “mansions” connected by underground tunnels and pay tribute, in design, to the region’s ancient underground architecture.
MURAT REİS AYVALIK Welcoming its first guests in the early 1970s, Murat Reis Ayvalık has just completed an extensive renovation and re-invigoration, whilst remaining true to the original spirit of this iconic hotel. Set on a stunning and panoramic location, Murat Reis Ayvalık has transformed the hotel’s luxurious 91 rooms, luxury bungalows and exclusive Villa in a fashionably modern Mediterranean style with white washed greys, crisp blue striped linens and light coloured Turkish Travertine marble floors. The resort offers breath-taking natural views, lush green gardens and pine trees wrapped around the legendary slopes of the Kaz mountains; accented by calming waterways. Dining experience consists of Olea and The Breeze restaurants plus four bars. Famed for its highly renewing oxygen content, D-Spa Murat Reis Ayvalık effectively works to soothe and renew both body and mind. The hotel also has a fitness center with stunning sea view and offers an abundance of water sports activities. The resort is as well the ideal spot to enjoy a cocktail, lunch or dinner for up to 250.
argos in Cappadocia has an outstanding 100-seat indoor and outdoor Seki Restaurant-LoungeCellar serving local and regional dishes as well as international fare. The underground wine cellar offers carefully selected high-end local and international wines. The Bezirhane concert hall, an ideal venue for corporate meetings, weddings and other special events, is the setting for nightly live classical, jazz and Sufi musical performances.
VILLA DUBROVNIK Villa Dubrovnik, most exclusive and most awarded boutique hotel of Croatia, introduces an unprecedented level of luxury and style to one of the world’s most famous cities. Prominently positioned on the cliffs above the Dubrovnik’s prestigious St. Jacob precinct, Villa Dubrovnik is minutes away from the fortified beauty of the Old City cultural landmarks and few steps to everything that Dubrovnik offers to its guests for centuries. Style & Luxury Boutique Hotel with 56 residential units, which mostly have sea-view with private balconies/ terraces is offering contemporary charm and special amenities. Genuine tailored services, Villa Spa wellness & beauty facilities with individualized treatments, tailor-made excursions and sightseeing tours, exclusive conference & executive meeting facilities, a la Carte Mediterranean genuine fresco-cuisine in restaurants Pjerin and Giardino, rooftop Prosciutto & Wine Bar with the most beautiful vistas in Dubrovnik are some other essentials of Villa Dubrovnik.
ARGOS IN CAPPADOCIA Located in the heart of Cappadocia on the site of an ancient monastery in Old Uçhisar Village, argos in Cappadocia has carefully restored the remains of historical dwellings, underground tunnels and caves to offer our guests not only an unsurpassed place to stay but also a unique perspective from which to view this magical land. A mysterious, even unearthly expanse of ravines, canyons, mountains and valleys, it was formed by millions of years of soft volcanic lava and ash.
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Everything has been meticulously crafted to ensure guests’ privacy and luxury. Whether the guest is staying for pleasure, business or pure indulgence in precious moments of life, the Croatian most elegant 5-star hotel invites to share its unique experience of the romance forever.
Twelve junior, three sea view and six villa suites offer understated luxury, and ultimate privacy. All the rooms and suites were renovated in 2013. They were decorated with modern furnishings, travertine floors, and open plan bathrooms with rain showers. The sumptuous Mediterranean menu, created by seasoned chef Aret Sahakyan, is served in an openair dining room beneath 100 year-old olive trees as delicious aromas waft in from the open kitchen. Small plates and amazing summer cocktails are served on the sundeck, while the buffet lunch menu is available every day. Exclusive private parties, and art events are held at Mediterraneo pavilion overlooking the ‘Saint-Tropesque’ bay of Türkbükü, where it is also possible to enjoy an air of serene tranquility and unparalleled warmth during the cooler months of the season. The dramatic glass-enclosed area with pool backdrop is the perfect venue for intimate gourmet dinners by the fireplace.
CAPRI PALACE HOTEL & SPA The Capri Palace Hotel & Spa is a luxury hotel, boasting of an atmosphere of refined elegance, just steps away from the charming village of Anacapri, with magnificent views over the Gulf of Naples and Ischia Island. Its 70 rooms and suites, some with private pools and gardens, are decorated in a Mediterranean style, offering comfort and privacy. This five stars hotel is also the setting for a unique selection of contemporary art called “The White Museum”. The passion for art can be sensed all around the hotel. The Capri Palace owns the only two awarded restaurants on the island, features three restaurants: “L’Olivo” - an elegant sophisticated and refined restaurant boasting two Michelin stars, “Il Riccio” - an exclusive one Michelin star Restaurant & Beach club close to the famous Blue Grotto and the more informal “bistrot Ragù” - with a stunning sea view terrace.
Since 2013, Maçakızı hosts a NUXE Spa from the prestigious French cosmetics company NUXE. New detox and anti-aging treatments are available this season, alongside facials, massages and the signature traditional Turkish hammam. The spa’s five treatment cabins and three massage tents are laid out in an exclusive location where nature, luxury and wonder are perfectly combined.
The Capri Beauty Farm is a medical spa of international fame. It has been awarded countlessly as the best spa destination. It specializes in beauty and medical activities, such as its famous signature treatment, “The Leg School”.
The most popular activity this season is cruising the Aegean on the superb motor yacht named Maçakızı. Food and drinks are served, and on-demand music is selected for a relaxing sunset tempo.
Mariorita is a historic store, situated in Anacapri, recently completely renovated, which offers a selection of the best international fashion brands together with our exclusive hand & tailor made brand, of “Capritouch”.
VOYAGER MEDITERRANEAN TURİZM ENDÜSTRİSİ VE TİCARET A.Ş. Voyager Mediterranean Turizm Endüstrisi ve Ticaret A.Ş. owned the Sheraton Voyager Antalya Hotel, Resort & Spa managed by Starwood Hotels & Resorts Worldwide Inc. until 31 December 2010. Afterwards the building was long term leased to Rixos Group and since 1 January 2011 is being operated as Rixos Downtown.
MAÇAKIZI Against a backdrop of rolling hills, overlooking the turquoise waters of the Aegean, Maçakızı is situated on the northern side of the Bodrum peninsula in a lovely village called Türkbükü. Even though the history of this special hotel goes back to the 1970s, since 2000, Maçakızı has been located in Türkbükü and, along with its private popular beach; it has been transformed into a beautiful boutique hotel.
MARINAS | D-MARIN By managing 11 unique marinas in Ionian, Aegean & Adriatic Seas, D-Marin creates one of the largest international chain of marinas in the Eastern Mediterranean.
D-Marin is a Doğuş Group company that was established to set a new benchmark in design and operations of the marinas. The Group considers the marina and yachting industry as an area with high development potential.
MILESTONES IN 2015
By managing 11 unique marinas in Ionian, Aegean & Adriatic Seas, D-Marin creates one of the largest international chain of marinas in the Eastern Mediterranean that promotes recreational yachting; provides critical waterfront infrastructure that allows community access to the natural waterways; and develops sustainable businesses that encourage local employment and growth within the economy.
D-Marin Investments Holding has acquired a 70% stake in MB’92 by the end of December 2015.
D-Marin started its operations in 2003 in Turkey with its first marina, D-Marin Turgutreis. In 2009, D-Marin Didim commenced operations as the second marina in the network, and furthermore, in 2010 D-Marin Göcek joined to the D-Marin.
SUPERYACHTS
In June 2015, D-Marin’s total capacity increased to 8,570 berths by the management agreement made with Dukley Marina Budva D.o.o. in Montenegro.
FUTURE PLANS The acquisition of 60% shares of Dukley Marina Budva D.o.o. in Montenegro is planned to be taken by mid 2016.
With its 11 marinas, D-Marin offers full homeport solutions to superyachts up to 180+ m LOA around the world’s most spectacular cruising destinations; the coastline of Turkey, unique islands of Greece, natural wonders of Dalmatia and Montenegro, the vibrance of Athens and Venice, ancient towns of Zadar and Šibenik in Croatia.
In 2009, D-Marin expanded outside of Turkey and entered Croatia through D-Marin Mandalina located in Šibenik. In April 2012, D-Marin Dalmacija, which is the largest marina in Croatia, and D-Marin Borik joined D-Marin. The group has increased its stake in Adriatic Croatia International ACI (Group) to 10.86% by 2014.
Extensive range of services and amenities designed exclusively for superyachts, with exceptional marina facilities and specialized staff ensure that D-Marin offers its guests unforgettable experiences in every visit.
In December 2012, entering into partnerships with Lamda Development and Kiriacoulis Mediterranean Cruises Shipping resulted in adding a world class superyacht marina - Flisvos Marina, also 3 other premium marina destinations in Greece; Gouvia, Lefkas and Zea to its portfolio.
Maçakızı has 53 rooms and 21 suites, featuring artwork by renowned Turkish artist Suat Akdemir, and pillows & bed runners by renowned Londonbased designer Rıfat Özbek. 23 rooms overlook the lush gardens while 30 rooms offer vistas on to the Aegean, framed by hot pink bougainvillea.
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D-MARIN KIDS D-Marin does not forget the guests’ kids. With the goal of being a “kids friendly” marina, D-Marin has initiated the kids program. D-Marin Kids aims to strengthen kids’ bonds with the sea starting from the
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early ages and will continue with different activities including educational programs and creative workshops.
Jet-setting Türkbükü, the “Saint-Tropez” of Turkey, is a short distance away from D-Marin Turgutreis. Known as an exclusive superyacht destination, it is well catered to guests with discerning tastes, and is home to an exciting nightlife. On top of this, Bodrum is a real center of attraction keeping dedicated fun frequenter happy.
SOCIAL RESPONSIBILITY D-Marin strives to be an asset to the community, supporting the social, cultural, intellectual and economic development of the local communities and surrounding regions.
Berthing, Boatyard & Yacht Services D-Marin Turgutreis has 550 berthing capacity, provides med moorings and finger pontoons for 8-15 m yachts and med moorings and alongside for 16-75 m yachts.
Existing and sustainable commitments of D-Marin:
Contribution to social life: Sponsorship of International D-Marin Classical Music Festival, Šibenik Šansona Festival, International Children’s Festival (Šibenik), GKK Šibenik Basketball Team, KK Zadar Basketball Club.
The marina provides the necessary electricity connections and waste removal services at the berths. Assistance in customs entry and exit makes your arrival as hassle-free as possible.
Contribution to environment: Collaboration
Yacht & The Beach Club
with Turmepa DenizTemiz (Clean Seas) Foundation in Turkey, Blue Flag award (Turgutreis, Didim, Göcek, Mandalina, Dalmacija, Flisvos, Gouvia, Lefkas), 5 Gold Anchors award (Turgutreis, Göcek, Didim, Mandalina, Flisvos).
Unwind in D-Marin Turgutreis’ renewed exquisite, modern and luxurious Yacht Club and The Blue Point Beach Club and enjoy perfect sea views, from the stylish veranda or slip into clear water. D-Marin Turgutreis has an active Yacht Club and a vibrant community, with a number of well-received events throughout the year. Brunch in the club on Sundays forms part of the life at D-Marin Turgutreis.
Contribution to local community: Land/ waterfront access and social facilities for local community, waterfront destination supporting the surrounding commercial businesses and the local economy, direct employment for local residents.
It is a glorious place to while away a tranquil afternoon, enjoy a nice swim or an afternoon cocktail with fantastic food in an elegant ambience.
D-MARIN TURGUTREİS D-Marin’s flagship marina “Turgutreis” is only 20 km far from Bodrum, was the first investment by the Doğuş Group initiating its commitment to develop an international network of integrated marinas.
Overlooking the amazing marina views, Club Restaurant is situated by the pool. With a seating capacity for 100 people, it serves the best flavors of the Mediterranean and the world cuisine, in addition to traditional beef recipes in a contemporary style. You can also enjoy ‘Happy Hour’ at the VIP lounge or at the terrace bar by watching the sunset and by trying a wide selection of wines or different cocktail recipes.
D-Marin Turgutreis has created a true marina destination that combines the lifestyle benefits of yachting with the magnificent city life and history of the Bodrum Peninsula. The award winning marina village comprises of Yacht Club & The Blue Point facilities, worldwide known activities, upmarket boutiques, galleries and restaurants, creating an elegant waterside atmosphere to please discerning visitors.
The Blue Point Beach Club is the most favorite place in Turgutreis with a lot to offer, such as its turquoise sea, sunbathing capacity for 80 people, wide range of food and drinks all day long, aperitif cocktails served during the sunset.
Awards 5 Gold Anchors, Blue Flag, Skal International
D-SPA Turgutreis having two massage rooms, a relaxation room, a sauna and a Turkish hammam with modern architectural design, offers a privileged experience with trained therapist by ESPA and fully natural ESPA products. Fitness Centre is operating
Superyachts The marina has high quality facilities and services available, including Yacht Club, The Blue Point Beach Club, duty free shopping and a heliport.
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recreational facilities as well as a truly immaculate Yacht Club & The Blue Point Beach Club. Swimming pool, the fully equipped fitness center, SPA and tennis court are all you need to keep your body firm. D-Marin Didim organizes a range of well-received events throughout the year.
within the Yacht Club that you can take advantage of a wide array of equipments and also there are professional D-Gym instructors for group or private sessions.
D-MARIN DİDİM D-Marin Didim is one of the most extensive marina and shipyard facility that became a hub for yachts and superyachts requiring a superb homeport marina as well as being a fascinating catamaran center in the Eastern Mediterranean. In 2009, the marina commenced its operations as the second marina of the D-Marin network.
The elegant D-Marin Didim Yacht Club is located in one of D-Marin’s newest and most exceptional marinas, D-Marin Didim. The Yacht Club itself is open year-round with 14 thoughtfully and stylishly designed rooms, a personalized service concept and modern, clean lines. During summer, The Blue Point Restaurant is open, serving delectable snacks and crave-worthy cocktails. With its rich international menu, the inviting Yacht Club Restaurant is also available for hotel guests, yacht owners and holiday-makers.
The marina is an official port of entry and located roughly in the middle of Bodrum-Milas International Airport and Izmir-Adnan Menderes International Airport.
Awards
D-SPA Didim with three functional treatment rooms, a relaxation room, sauna and steam room offers a privileged experience with trained therapist by ESPA and fully natural ESPA products. With an astounding 6,000 square foot fitness center, you can take advantage of a wide array of equipments and also there are professional D-Gym instructors for both Pilates and group classes.
5 Gold Anchors, Blue Flag
Superyachts D-Marin Didim has fast become the preferred superyacht homeport marina in Turkey. The marina provides superyacht owners, captains, crew and their guests an uncompromised 5 star services and facilities.
D-MARIN GÖCEK
D-Marin Didim’s state-of-the-art superyacht equipment, experienced and professional staff, and beautiful destinations make it an ideal berthing location for superyachts up to 70 m in length.
A paradise where Turkey’s Mediterranean coast meets the pristine south west, D-Marin Göcek is sheltered in a cove of unspoilt hidden beaches, pine forests and fascinating islands to create Turkey’s safest natural marina. This preciousness has been recognized and it is a registered area of special protection, meaning multi-story buildings are not allowed and the natural beauty has been largely preserved.
Catamaran Center Being a fascinating catamaran center in the Eastern Mediterranean, D-Marin Didim hosts the first and only catamaran club in Turkey and also one of the most special catamaran club in the world with a lift pool system with 11 m wide and 400 T lift capacity.
Through sustainable design and pro-active environmental management, D-Marin Göcek has become a relaxed and enjoyable marina village. Apart from its natural heritage, the marina hosts sailing races attracting the sea lovers, all year round. Göcek City Centre itself is only a five-minute walk from the marina and contains many pleasant restaurants, cafes and bars along its promenade.
Berthing, Boatyard & Yacht Services An official port of entry into Turkey, D-Marin Didim has a total of 576 berths from 8 to 70 m, 90 super yacht berths and a draft of 6m. The marina can support vessels with a draft of 6 m, beam of 20 m and length of 70 m. D-Marin Didim provides the necessary electricity connections and waste removal services at the berths. Marina berths can be provided by floating pontoons or stern to a fixed quay wall.
Awards 5 Gold Anchors, Blue Flag, Skal International
Superyacht Yacht & The Beach Club D-Marin
Didim
hosts
an
impressive
array
D-Marin Göcek has been principally chosen as “the place to go” by superyachts and their owners due to
of
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its natural beauties, unlimited access opportunities and meets all needs of the captains, crew, yacht owners and their guests.
As a noted superyacht destination, Šibenik is well served by a range of services targeted at clientele with discerning tastes.
Protected by 6 m wide and 280 m long floating wave breaker, D-Marin Göcek provides a safe maneuver area with its 40 m depth even for superyachts up to 70 m.
Besides its state-of-the-art superyacht equipment, skilled and professional personnel, and powerful electricity supply (over 600 amps), its unlimited draft condition makes D-Marin Mandalina an ideal berthing place for superyachts. Furthermore, your vessel will be under protection of highly effective security, operating 24 hours a day.
Berthing, Boatyard & Services D-Marin Göcek privileges with 150 yachts dry dock capacity and 380 yachts berth capacity up to 70 m mega yachts.
Berthing, Boatyard & Services D-Marin Mandalina holds 429 sea berths where 79 of them are specially designed for superyachts, 50 on land and has unlimited draft. The marina can accommodate vessels from 10 to 140 m range for all kinds of yachts. Stern to and alongside berthing is possible according to the availability. D-Marin Mandalina is also a catamaran friendly marina.
The marina has total 1,214 m long floating pontoons. Necessary power connections and waste removal services are also provided at the berths.
Beach Club Adjacent to the 250-meter long Blue Flag beach with its pure white sand and deep blue water D-Resort Göcek -the luxury resort hotel that features the newly designed D-SPA- warmly welcomes you next to the marina. An exquisite restaurant both for its menu and architecture, Q Lounge serves contemporary Japanese “izakaya” cuisine accompanied by a wide selection of wines and special cocktails. It is a “must visit” place, especially during summer nights with a great selection of music and DJ performances.
The marina supplies water and electricity up to high amperes (600 to 1,000 ampere – upon request tailor made higher amperage supply). In addition, the neighboring shipyard facility provides refit, maintenance & all kinds of technical support to yacht & superyacht owners.
Yacht Club & D-Resort Sibenik D-MARIN MANDALINA
Situated in one of the most beautiful area of Croatia’s nature-wonder geography, D-Marin Mandalina welcomes its guests to the best Yacht Club in Šibenik on the glorious Dalmatian coast.
D-Marin Mandalina, Croatia’s only marina to have been awarded 5 Gold Anchors, is located in this beautiful & ancient city of Šibenik on the beautiful Dalmatian coast, which is also an official port of entry of the Republic of Croatia.
Taking advantage of the elevated hills behind the marina, the new Yacht Club will provide its guests with sensational views of the marina and surrounding national parks.
It is known to be one of the safest berthing place due to its naturally protected location. The marina is well connected by car, 40 minutes driving distance from Split as well as Zadar International Airports which are both very well connected to the other major European cities. The marina can be reached from both airports with regular bus services or by car. Car rental services are also available.
http://www.dresortsibenik.com The marina’s two delicious restaurants, D-Resort Hotel Art Restaurant and D-Resort Hotel Lobby Bar, are open throughout the whole year, as well as a grocery store and a yacht chandlery for all your needs.
Awards
D-MARIN DALMACIJA
5 Gold Anchors, Blue Flag, ICOMIA, Five Star Diamond Award
D-Marin Dalmacija, the largest marina in Croatia, is located in a naturally protected bay, 7 km south of the ancient port town of Zadar. The marina is easily and safely accessible by modern motorway and is only 5 km far from the Zadar International Airport, which is with direct flights connected to major European cities, from March to October with more than 50.
Superyacht Croatia’s only premier superyacht destination, D-Marin Mandalina accommodates superyachts up to 140 m.
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With extensive range of services, D-Marin offers its guests unforgettable experiences in every visit.
TOURISM & SERVICES
D-MARIN BORIK
Being located in the center of this most beautiful and interesting coastline, only a stone’s throw away from the fabulous islands, which make up the Dalmatian coast, this natural gateway opens opportunities to explore one of the best cruising areas in the world. With safe and fully serviced berths, experienced staff, excellent maintenance and repair services D-Marin Dalmacija ensures peace of mind for all its clients and provide them with the opportunity to relax and enjoy the perfection of this archipelago, which surely features in the dreams of all who love boats and the sea.
D-Marin Borik is situated on the west coast of the 3,000-year old city of Zadar, in the center of the beautiful Croatian coast. With the capacity of 177 berths and all services marina users might need close at hand D-Marin Borik is truly a boutique marina.
D- Marin Dalmacija meets the highest international standards for environmental management and has been awarded with the blue flag each year since 2000.
Blue Flag
Superyacht D-Marin Dalmacija is the perfect superyacht homeport due to its central position. Yachts can access any area of the Adriatic Coast at only a-day cruising distance from the marina. High quality berths can easily accommodate superyachts up to 80 m in length and their users benefit from vehicle access directly adjacent to berths and impressive shopping & dining in nearby Zadar. D-Marin Dalmacija is also a haunt for the superyachts; it provides special and differential treatment to the distinguished guests.
Berthing, Boatyard & Yacht Services D-Marin Dalmacija provides berths for 1,200 yachts up to 80m in length, the marina includes wide fix piers with adjacent car parking and superyacht berths. The depth at the entrance to the marina is between 3 to 7 meters, however in the central part of the bay ranges change from 4m to 10m. The marina provides necessary electricity connections and waste removal services at all berths.
LEFKAS MARINA
Berthing, Boatyard & Yacht Services The marina has a mooring capacity of 670 yachts up to 150 m and 8 m draft, on both permanent and floating pontoons. At all berths, electricity (220 V and 380 V) and fresh water are available as well as waste removal services, while permanent laid moorings guarantee the safety of boats moored here.
Shops & Restaurants
Lefkas Marina is literally embraced by Lefkas Town. Thus the guests of the marina are within a short walking distance from the historic center of the island and the town’s shopping area. The geographical location of Lefkas Marina is considered to be a great advantage as the island is connected to the mainland with a small bridge and the marina is very close to the International Airport of Aktion in Preveza.
In the 17th century Venetian seamen considered the harbor and the Bay of Gouvia as a natural link between the Adriatic and the Mediterranean Sea as well as a port of call to repose, enjoying the climate and the beauties of the island. Today, because of its geographical advantage as a heritage, sailing yachts and superyachts from all over the world prefer to come Gouvia Marina, to enjoy the sea, the environment, and the beautiful island of Corfu.
Award
Award
ZEA MARINA
40,000 sqm shore area and 4,780 sqm building installations offer modern and high standard services such as; commercial shops, car, motorbike and boat rental offices, restaurants, bars and cafés, port police office, refueling station, supermarket, laundry, sanitary. The surrounding area extending downward the marina from Mikrolimano until Piraiki, is the most commercial, lively and crowded area of Piraeus. In the environs of the marina there is the Greek War Naval Museum as a must see.
Blue Flag
FLISVOS MARINA
Berthing, Boatyard & Yacht Services Lefkas Marina can accommodate 620 yachts up to 45 m long and with 4 m draft. At all berths, electricity is available (220 V and 380 V) as well as fresh water, while permanent laid moorings guarantee the safety of boats moored here.
Boasting the blue seas of the Saronic Gulf as its backdrop, and only a few kilometers from the center of Athens, in Paleo Faliro, Flisvos Marina is Greece’s first exclusive marina to offer large-scale mooring capacity for mega-yacht owners from Greece and abroad.
Blue Flag
Superyacht In contemporary Corfu, you will find luxury hotels, traditional accommodation, as well as services equivalent to those of a modern city with an excellent infrastructure. With its golf club, which has been praised as one of the best in the world, horse riding clubs, tennis clubs, cricket courts and water sports facilities, the island of Corfu offers various recreational areas to its guests. In Gouvia Marina, berthings are available for yachts up to 80 m long and 5.5 m draft on a short or long-term basis.
Also, D-Marin Dalmacija is adequately equipped to service and repair any and all yachts at the marina.
Beach Club One of the most attractive marinas in the Adriatic Sea will surely enchant you by its elegance and magical atmosphere. The beach in a unique setting on the peninsula is an ideal location to relax and enjoy the beauty of this stunning coast.
Flisvos Marina provides easy access to many cultural and entertainment attractions available in the rejuvenated Olympic City. The newly constructed Athens ring road and the extensive and modern public transportation system allow easy and convenient access to the Archaeological Museum as well as excursions to the Acropolis, historical sites, monuments and museums.
Zea Marina is located in Athens near the main port of Piraeus where it was firstly found as a war harbor with shipyards and other installations at the beginning of the 5th century B.C. before it was converted into a commercial port where millions of tourists start their travel to the Aegean coasts, the Saronic Gulf and the Island of Crete every year.
Awards
Fully organized, offering facilities and services of high standards, the marina was totally renovated for the 2004 Olympic Games.
5 Gold Anchors, Blue Flag, EFQM Committed to Excellence » ISO9001:2008 / ISO14001:2004, Helmepa, ICOMIA
Berthing, Boatyard & Yacht Services
The facilities in the marina are; beach, supermarket, restaurants, bars and cafés, brokers and travel agencies, charter companies with a fleet of 400 boats.
DOĞUŞ GROUP
Berthing, Boatyard & Yacht Services
GOUVIA MARINA
Athens’ most vibrant superyacht marina, Zea Marina is a preferred megayacht destination in Greece. Besides its well trained personnel, the marina has an ideal location for the superyacht owners, passengers and crews. Moreover, the marina can accommodate yachts up to 150 m and gives plenty and safe place for maneuverings to the captains and crews.
Shops & Restaurants In the 3,500 sqm of building facilities, a number of different services are available, such as shops, restaurants, bars and cafes, and a supermarket. The broad quaysides include a kinder garden, a swimming pool, sports facilities as well as a cricket field hosting international games.
D-Marin Borik is ISPS certified marina.
Superyachts
there are also dry dock facilities for approximately 520 yachts. Distribution of berths is based on the dimensions of the boats. Gouvia Marina can gladly accommodate boats up to 80 m long and with 5,5 m draft. At all berths electricity is available (220V and 380V) as well as fresh water.
It is easily accessible by land or sea and is at a distance of only 13 km from the Zadar Airport, which is connected to more than fifty major European cities with seasonal flights. The town of Zadar is served by ferry connections with Ancona in Italy as well as with ports up and down the Croatian coast.
Accommodating as many as 177 yachts up to 30m in the water with an additional 50 berths on the hardstand, the marina features water depths of between 2-6 m and an entrance depth of 6,5 m. Dry dock facilities include also well equipped water and electricity connections.
Award
TOURISM & SERVICES
The marina has a mooring capacity of 1,235 yachts, on both permanent and floating pontoons while
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2015 ANNUAL REPORT
TOURISM & SERVICES
Superyacht
environmentally conscious design. Make Dukley Gardens your home, and you can almost reach out and touch the Adriatic.
Flisvos Marina is Greece’s first exclusive marina to offer large-scale mooring capacity for superyacht owners from Greece and abroad. These extensive berthing capacities are complemented by additional land and high-end commercial properties and facilities enjoyed by yacht owners, Athenians and visitors a like. Flisvos Marina is dedicated to the satisfaction of its guests and pride themselves on their professionalism and warm hospitality.
• • • • •
Berthing, Boatyard & Services
Dukley Beach Lounge (Finest Clubs elite roster for 2014) Dukley Beach Club Dukley Residences Restaurant, Cafe & Bar Boutiques
DOĞUŞ RETAIL GROUP | FASHION RETAIL
Experience modern living and the pinnacle of elegance, with historic Budva on your doorstep. Dukley Residences puts all the charms of Budva old town within easy reach. But you can savor the finer things in life closer to home too. Homeowners can enjoy the benefit of having restaurants, bars and boutiques all within the same building.
Flisvos Marina features 303 berths with 150 berths dedicated to superyachts in excess of 35 m up to 180+ m and a draft of 4.6 m to 16 m. At all berths electricity is available (32 to 450 amperes) as well as potable water supply.
Shops & Restaurants
MARINA BARCELONA 92
On a land of 56,000 sqm; The retail complex offering 34 stores and business offices that stretches across an area of 3,800 sqm features a majestic Mediterranean esplanade lined with fine dining and high-end shopping venues as well as a roster of special events during the calendar year.
Marina Barcelona 92 (MB’92) is a company dedicated to the superyacht industry providing service-refit, repair and maintenance works to more than 90 superyachts per year with overall lengths from 35 up to 180 meters. The shipyard, one of the most important in the Mediterranean area, renewed its concession in the port facilities of Barcelona in 2010 for the next 30 years.
DUKLEY MARINA BUDVA Dukley Marina Budva is located in the heart of the Budva Riviera’s namesake resort community. One of the Adriatic’s most handsome nautical destinations, the marina is set against the backdrop of the historic old town.
MB’92 is located in the port of Barcelona, a strategic stop-off point for the yachts on their journey between the Mediterranean and the Caribbean.
Marina is an international port of entry with a seasonal border control which is open from May 1st through October 31st (from 8am to 10pm daily).
With more than 20 years of activity in the superyacht industry, MB’92 has the experience to undertake any yacht refit operation from start to finish guaranteeing the highest level of quality (ISO 9001, ISO 14001, ISPS).
All airports are very well connected to the other major European cities. The nearest International airport, Tivat Airport, is located only 25-minute far away, whereas the main one, Podgorica International Airport is situated a-hour driving distance.
MB’92 has 100 employees on payroll and subcontracts work to more than 800 professionals, engineers and specialists from local workshops and international firms. The company’s facilities cover a surface area of 76,000 m2 and comprise a 220-meter dry dock, a 2000-ton Syncrolift, a 125-meter paint shed, a 150ton Travelift as well as docking repair quays with the capacity to berth 8 yachts up to 110 meters in length and another berthing repair area for 6 yachts up to 200 meters, making it one of the largest superyacht refit facilities.
Berthing, Boatyard & Services Dukley Marina has 300 berthing capacity, provides med moorings and alongside for the yachts. The marina provides the necessary electricity connections and waste removal services at the berths.
Dukley Gardens & Residences Dukley Gardens are situated just on the edge of medieval Budva, this exclusive waterfront complex offers the best in sophistication, refinement and
DOĞUŞ GROUP
TOURISM AND SERVICES
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2015 ANNUAL REPORT
Through its global co-operations and superior customer service, Doğuş Fashion Retail continues to respond to the fashion expectations of consumers in the national market.
Doğuş Fashion Retail initially secured the franchises for Emporio Armani and Gucci in 1997, opening their first boutiques in one of Istanbul’s most prestigious locations, the historical Maçka Palas Building.
made linen collection inspired by Capri Hotel located on marvelous Capri Island of Italy - via its store at Palmarina Bodrum. M Missoni’s distribution rights were also acquired the same year.
Initiating a multi-brand fashion retail project under the store name of ‘In-Formal,’ the Company continued to present prestigious labels to a fashionconscious clientele with exclusive service standards in a unique surrounding. The Emporio Armani store was opened in 2007 at İstinyePark, one of Istanbul’s most prominent shopping malls, followed by Armani Jeans and Gucci boutiques. In addition to these new stores, the Company also secured the franchise of Loro Piana a brand known for its premium quality of cashmere, in the same year. The Loro Piana boutique was opened in the fashionable Nişantaşı district of Istanbul in 2007 and later moved to İstinyePark in 2010. Emporio Armani Panora store was also opened in the same year in Ankara, where the city finally gained access to the brand.
2014 witnessed the second Capritouch store at D-Hotel Maris at Datça Peninsula as well as a sales corner at In-Formal D-Resort Göcek, reaching a total of 3 sales points. Bringing together all Armani brands under the same roof, spanning 6 floors, the Armani/ Istanbul store was opened at Nişantaşı Abdi İpekçi, where the Company, for the first time, introduced the Giorgio Armani brand to the fashion lovers of Turkey at its own store. In 2015, Doğuş Fashion Retail expanded its sales network by opening its 4th Capritouch sales point at Il Riccio Bodrum; as well as the second in4out store at ACity Outlet Center in Ankara. Through its global co-operations and superior customer service, Doğuş Fashion Retail continues to respond to the fashion expectations of consumers in the national market.
In 2012, another In-Formal store was opened at D-Hotel Maris Marmaris. In the same year, Doğuş Fashion Retail was given the distribution rights of several luxury brands in Turkey such as Giorgio Armani, Armani Jeans and Armani Junior, entering the wholesale business. The Company continued to further penetrate into the luxury market in 2013; two Armani Jeans stores at Vialand Mall in Istanbul and Palmarina Bodrum; three In-Formal stores in Palmarina Bodrum, Kaya Palazzo Belek and D-Resort Göcek; an outlet retail concept branded as “in4out” at ViaPort Istanbul were opened. Doğuş Fashion Retail was also proud to introduce Capritouch - the Italian brand famous for its hand-
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TOURISM & SERVICES
TOURISM AND SERVICES
November 2015 | The new Quadran Luxury Timepieces Boutique opened in İstinyepark
D WATCHES & JEWELLERY D Saat has reached in total 18 point of sales for 7 brands.
D Saat founded in June 2013, distributes the world’s leading luxury watches, watch accessories, jewellery and personal accessory brands to premium watch boutiques in Turkey. World’s leading Swiss watch brands such as Hublot, Vacheron Constantin, Arnold&Son, HYT and Bell&Ross, German winder, safe producer Döttling and French jewellery brand Messika are under its brand portfolio.
By the end of the year, the total number of employees reached to 30 as 16 sales team in retail and 14 in head office.
The new boutique of Quadran hosts high luxury watches, watch accessories, jewelry and personal accessories from the world’s leading brands to the enthusiasts and collectors. The store located on 212 square meter area offers its clients more than 25 brands, more than thousand pieces with a team of nine sales consultants, a technician and a waiter. In the store, products of the leading brands of Swiss watchmakers such as Arnold&Son, Bell&Ross, Bovet, Breitling, Corum, Graham, HYT, Jaeger-LeCoultre, Omega, Panerai, Parmigiani Fleuier, Roger Dubuis, Romain Jerome, Seven Friday, Ulysse Nardin, Vacheron Constantin, Zenith as well as the products of the safe producers Buben Zörweg and Döttling, are being displayed. Moreover, pen collections of Montegrappa, Montblanc, some jewellery brands like Gurhan, L’estasi, Messika and cell phones of Vertu are among the brands on display.
MILESTONES IN 2015 January 2015 | Quadran Culture magazine started to be published in Turkish & English with its new layout. March 2015 | Hublot and Messika brands sponsored the Mercedes-Benz Istanbul Fashion Week.
D Saat meets clients with represented brands in the Hublot and Quadran Luxury Timepieces Boutiques in İstinyePark Istanbul and D-Hotel Maris at Datça Peninsula. It presents pioneer and innovative products to watch and jewellery connoisseurs and collectors in Turkey. Moreover, experienced sales consultants present its charming products to foreign visitors in an atmosphere with a world class quality.
April 2015 | Hublot launched two collections inspired by Turkey, Hublot Classic Fusion Turkish Coffee and Bodrum Blue. April 2015 | Yearly Retailers’ Meeting organised to represent new pieces to current and potential point of sales in Antalya.
Meanwhile Quadran Culture magazine by D Saat, brings latest watch and jewelry trends within the philosophy of Quadran Luxury Timepieces.
December 2015 | Quadran sponsored Tesyev Charity Launch at Sunset Restaurant, Messika jewelleries were donated to the Foundation.
FUTURE PLANS In 2016, D Watches is going to start to distribute Breitling that is one of the prestigious and well known Swiss watch brand. Therefore, the distribution network will expand due to new retailers of the brand. D saat is planning to open a monobrand boutique of Breitling in Istanbul and new boutique of Quadran in Ankara in a few years.
May 2015 | Quadran Luxury Timepieces which was one of the sponsors of Tesyev Gala Dinner for its 16th Anniversary and donate its revenue of Hublot watch which was is sold at an auction.
ACTIVITIES IN 2015 Although the fact that political and economic uncertainty continued after two elections and the sharp decrease in business in touristic region in 2015, thanks to new openings in Adana and Antalya, D Saat has reached in total 18 point of sales for 7 brands in Adana, Ankara, Antalya, Bursa, Istanbul and Muğla as below. • • • • • • •
July 2015 | D Saat acquired the regional representative of Vacheron Constantin. August 2015 | Arnold & Son unveiled a new version of the TEC1 as Quadran Luxury Timepieces special edition.
Arnold & Son: 4 POS Bell & Ross: 4 POS Döttling: 2 POS Hublot: 16 POS HYT: 4 POS Messika: 2 POS Vacheron Constantin: 3 POS
August 2015 | Hublot was one of the sponsors of TFF Super Cup 2015 between Galatasaray and Bursaspor in collaboration with Turkish Football Federation.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
DOĞUŞ GROUP
105
2015 ANNUAL REPORT
TOURISM AND SERVICES
TOURISM AND SERVICES
DESTINATION MANAGEMENT & MICE | ANTUR
D-GYM
In 2015, Antur recorded a 24% increase in its revenues compared to the previous year.
Antur is a leading corporate travel services company in Turkey, owned by Doğuş Group since 1976. Antur prides itself on being an innovative company which offers a comprehensive range of services to meet all aspects of its clients’ needs in a complex business world of ever-increasing demands. Providing corporate travel management services, as well as incentives, events and meetings management services, Antur Turizm is a member of the International Air Transport Association (IATA), the American Society of Travel Agents (ASTA), the United Federation of Travel Agents Associations (UFTAA), and the Association of Turkish Travel Agencies (TÜRSAB).
•
•
• Thanks to its ongoing operations, in December 2015 Antur recorded a 24% increase in its revenues compared to the previous year. As of 31 December 2015, Antur directly provides employment for 64 people.
and supplier relations, combined with a solid understanding of business dynamics, guarantee excellent customer satisfaction time after time. Conferences, seminars, meetings of all sizes, alongside corporate events, such as incentives, product launches, openings, and gala nights, make up Antur’s basic activities in Turkey. Outbound incentives is an area of specialization for Antur. The Company’s team members pride themselves on surpassing their clients’ expectations - combining their event management expertise with a solid business understanding to achieve results that speak for themselves. Antur boasts a distinguished list of multinational and leading Turkish companies, for which it regularly organizes tours, ranging in size from 25 to 1,500 participants.
Destination Management CORPORATE TRAVEL MANAGEMENT
•
As a core service, corporate travel management is probably the most well known business activity of Antur, since 1976. Antur brings together local expertise and specialist knowledge to deliver an allround value, offering tailored solutions for its clients. In addition to traditional corporate transaction processing, such as airline ticketing, hotel and car rental bookings, Antur’s corporate travel management services include the following:
•
•
Events and Meetings Management •
•
•
Antur has an innovative and creative team of professionals who handle a wide spectrum of conferences, seminars and corporate events catering to the needs of specific corporate clients or a specific topic/industry. Antur’s events management, local knowledge DOĞUŞ GROUP
Antur caters to the needs of incoming FITs, groups and incentives. » Antur works closely with leading travel agencies and tour operators from Europe, Asia, North America and South Africa. Large volumes of domestic traffic have led to the Company’s establishing excellent relations with local suppliers and thus wielding considerable bargaining power in its negotiations, resulting in competitive rates. Time-tested itineraries are fully flexible and scalable so as to be easily adapted to specific requirements. Antur’s experienced team of specialists is always ready to provide its customers with assistance, information and quotations.
Antur’s aim is to be the best destination management company in Turkey by providing exclusive services to its customers.
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2015 ANNUAL REPORT
D-Gym is designed to be a facility able to meet every need of those who wish to live a healthier and a more fulfilling life.
D-Gym, a Doğuş Group investment in the tourism and services sector, aims to bring corporate-class quality to the sports and fitness industry. D-Gym began its operations on 15 October 2009. Since 1 January D-Gym continues to bring high quality member oriented services at its new outstanding venue in Etiler, easily accessible to nearby business centers as well as residential areas. The 8,500 m2 complex aims to promote the message: “Improve the way you exercise, Improve your quality of life, Change for the better.”
D-Gym provides all the expertise and equipment needed to promote an array of healthy habits with a special emphasis on healthy athletics routine. Open on weekdays between 6.30 am and 10.30 pm and on weekends between 8.00 am and 8.00 pm, D-Gym is designed to be a facility able to meet every need of those who wish to live a healthier and a more fulfilling life.
D-Gym focuses on quality while at the same time maximizing customer comfort and providing complete satisfaction. The Complex aims to provide personalized, high quality customer service with its skilled and experienced trainers. Offering its members a large, comfortable training facility, equipped with the latest fitness equipment, D-Gym appeals to business professionals who work or reside in Etiler or nearby neighborhoods. D-Gym is the most comprehensive and technologically advanced fitness club in Turkey and features state-of-the-art cardiovascular and weight training facilities in different categories; private training, group exercise classes, multi-purpose studios, a Squash court, a Basketball court, a Kick Box studio, a Pilates studio, a Spin studio, a H.I.P.T studio, CoreAlign equipment, nutritional counseling, a full-service Spa providing various skincare and massage services, a Turkish bath, saunas, steam rooms, relaxation lounges, an indoor swimming pool and complimentary parking for D-Gym members up to four hours. D-Café, located within D-Gym, welcomes members and non-members offering a tempting and healthy menu, which combines local and seasonal ingredients. DOĞUŞ GROUP
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2015 ANNUAL REPORT
TOURISM AND SERVICES
TOURISM AND SERVICES
ESPACE PRIVÉ CHENOT D-LIFE ISTANBUL
KÖRFEZ HAVACILIK KÖRFEZ AVIATION
D-Life has become the first center introducing the Chenot Method in Turkey as part of this collaboration.
Doğuş Group collaborated with Chenot Group and put the Espace Privé Chenot D-Life Istanbul center into service for its distinguished customers who are passionate fans of a healthy lifestyle. Operating within Doğuş Group as the preferred place for people who would like to adopt healthy living, D-Life has become the first center introducing the Chenot Method in Turkey as part of the collaboration with Chenot Group.
Bio-revitalisation and Food Intolerance Testing. The Center also offers i-LipoXcell; which is the most advanced, non-surgical device for body shaping, fat reduction, cellulite reduction and skin tightening. Clinically proven via scientific studies and endorsed by specialist physicians, the latest technology body shaping system i-LipoXcell incorporates four technologies with several important functions and is offered for the first time in Turkey at Espace Privé Chenot D-Life Istanbul.
Chenot Group was founded by Dr. Henri Chenot, world-renowned scientist with many publications in this area. Espace Privé Chenot D-Life Istanbul is offering its customers a wide range of services including detox packages, well-being services, skin care and slimming techniques, and nutrition programs. The Chenot Method is a product of Dr. Henri Chenot’s 45 years of experience, and now is in use for the distinguished customers.
The Center gives service on healthy nutrition, which is an essential part of healthy living. Espace Privé Chenot D-Life Istanbul offers dietician consultations for its customers. It also provides them menus prepared by Michelin-starred chefs and presents these menus inside Chenot D-Life Bags. The menus are comprised of breakfast, lunch, dinner and a rich variety of snacks. The menus help customers lose weight or keep fit with a healthy balanced diet.
Services provided at Espace Privé Chenot D-Life Istanbul include the following: Hydrotherapy, Mud Therapy, Chenot Detox Massage (general drainage with cupping method), Chenot Energy Massage (therapies applied to organ meridians), Chenot Connective Tissue Massage, Chenot Lymphatic Drainage, Chenot Tonic Massage, Chenot Hand & Foot Massage, Chenot Cellulite Massage, Purifying Skin Care, Illuminating Skin Care, Rejuvenating Skin Care (anti- ageing), Chenot Head & Neck Massage, Colon Hydrotherapy (removing waste from the large intestine), Bio-energetic Check- up (a checkup method that examines the individual in terms of energy and frequency, and applies related therapies accordingly), Bio-energetic Treatment, Vitamin and Mineral Cure, Oxygen and Biophotonic Therapy, Dieticians working in consultation with doctors,
DOĞUŞ GROUP
Moreover, Chenot develops cosmetic products that deliver innovative skin care treatments with advanced therapeutic properties and regenerating effect. There are five different functional lines of products Detox, Nutrigen, Regenage, Sun Care and Men Care.
In first quarter of 2016, Körfez Havacılık will take delivery of two new Airbus Helicopters H145 model helicopters with Mercedes-Benz interior design.
Körfez Havacılık Turizm ve Ticaret A.Ş., under the affiliation of Doğuş Group, was formed in 2007 and in May 2008 received its Operating Certificate (AOC) from the Turkish Civil Aviation Authority. Körfez’s fleet, comprising of one Gulfstream 550, one Gulfstream 450, one Gulfstream 280 business jets and one Bell 407 helicopter, is authorized to operate commercial flights both domestically and internationally. In first quarter of 2016 the Company will take delivery of two new Airbus Helicopters H145 model helicopters with Mercedes-Benz interior design. The company’s main operations center is at the General Aviation apron of Istanbul Atatürk Airport. Körfez has its own special hangar in which the aircraft are based and where the experienced technical personnel perform regular maintenance. When necessary, maintenance is performed at authorized service centers under the observation of the team of experts. Körfez Havacılık’s professional flight crew possess over 16 years of civil aviation experience on the aircraft they operate as well as it’s qualified maintenance staff. The company has established and applies a Quality Management System (ISO 9001:2008) for Air Taxi Management. The company has a compliance with national and international aviation rules and its implementing rules.
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2015 ANNUAL REPORT
DOĞUŞ GROUP
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2015 ANNUAL REPORT
FINANCIAL HIGHLIGHTS (TL THOUSAND)
Doğuş REIT* Segment Assets Revenues Cost of Revenues Gross Profit Margin
2011
2012
2013
2014
2015
189,327
226,917
720,327
756,620
829,353
12,411
14,373
15,776
46,462
53,965
(1,894)
(1,812)
(2,299)
(6,625)
(8,102)
85%
87%
85%
86%
85%
EBIT
10,683
34,791
28,400
53,155
88,286
EBITDA
10,832
34,962
28,590
53,595
88,704
EBITDA Margin Net income
Doğuş Real Estate**
87%
243%
181%
115%
164%
13,205
37,452
21,915
51,828
77,602
2011
2012
2013
2014
2015
Segment Assets
700,106
832,921
447,205
586,875
701,013
Total Equity
505,140
603,602
403,036
516,100
611,777
Net Rental and Related Income
23,474
27,432
38,828
15,814
21,303
Other operating income, net
126,869
23,939
126,616
141,236
113,634
EBIT
137,520
33,167
142,858
141,028
115,473
EBITDA
137,546
33,229
142,914
141,163
115,640
Net income
85,128
25,711
155,536
113,020
95,714
ROA
12%
3%
35%
19%
14%
ROE
17%
4%
39%
22%
16%
2011
2012
2013
2014
2015
1,969,686
2,088,383
2,474,372
Doğuş Turizm Sağlık*** Segment Assets
1,412,331
1,701,485
Revenues
59,207
70,997
82,661
98,167
118,963
Cost of Revenues
(5,008)
(3,889)
(6,048)
(3,644)
(5,272)
Gross Profit Margin
92%
95%
93%
96%
96%
EBIT
241,363
158,843
108,879
82,260
419,247
EBITDA
241,626
159,200
109,188
82,561
419,843
408%
224%
132%
84%
353%
201,676
135,670
(30,223)
20,801
233,095
EBITDA Margin Net income
*(From CMB Report and Annual Report) **(From IFRS Report) ***Financial information about Doğuş Turizm Sağlık is prepared on a standalone basis. The company is 90% shareholder of D-Otel Marmaris and D-Marin Göcek, which operate under Tourism Sector.
REAL ESTATE
REAL ESTATE
DOĞUŞ REIT Leading real investment trust in Turkey with a premium portfolio consisting of Doğuş Center Maslak, Gebze Center and Antalya 2000 Plaza, as well as other ongoing projects.
Doğuş REIT launched operations on July 25, 1997, under the title Osmanlı REIT and held its IPO on March 25, 1998, as the third real estate investment trust to be traded on the Istanbul Stock Exchange.
In January 2011, General Electric (GE) Capital Corporation sold all of its shares in Doğuş-GE REIT to Doğuş Holding and the company’s shareholder structure became 51% Doğuş Holding and 49% publicly-traded. On the same date, the company’s trade name was changed to Doğuş REIT.
By the end of 2001, two Doğuş Group companies, Osmanlı Bank and Garanti Bank merged. With this transaction 51% of the Osmanlı REIT shares were transferred to Garanti Bank and the company became a subsidiary of Garanti Bank under the title Garanti REIT.
EXPENSES
Garanti REIT laid the foundations of its first housing project, Evidea, in November 2004. Developed on a 34,000 sqm of land plot, the Evidea Project featured a total construction area of 101,000 sqm, including a residential area of 73,000 sqm and social facilities of 24,500 sqm. All residential units within the Evidea Project were delivered to their owners by the year-end 2007, thanks to the combined experience of Garanti REIT and Yapı Kredi Koray in real estate development and financing. In June 2005, Garanti REIT began construction of the Doğuş Center Maslak project in Maslak, Istanbul. Doğuş Center Maslak has a total area of 63,202 sqm, of which 47,398 sqm is rentable space. The center was opened on November 9, 2006.
31 December 2015
31 December 2014
Personnel expenses
3,771,073
4,738,598
Depreciation and amortization
417,644
440,331
Travel and vehicle rent expenses
366,880
312,497
Tax and other duties
315,017
333,291
Head office expenses
159,058
156,898
Consultancy expenses
101,099
78,340
Istanbul Stock Exchange expenses
72,399
23,445
Communication expenses
44,802
44,001
Software expenses
43,555
21,256
12,517
22,239
142,818
149,409
5,446,862
6,320,305
Membership and subscription expenses Other
When Garanti Bank sold its shares in Garanti REIT to General Electric (GE) Capital Corporation and Doğuş Holding, the company’s shareholder structure changed on December 1, 2006, as 25.5% Doğuş Holding, 25.5% GE, and 49% public. Its new trade name was registered as Doğuş-GE REIT.
DOĞUŞ GROUP
TOTAL
112
2015 ANNUAL REPORT
Doğuş REIT’s core business is creating and managing portfolios from real estate and real estate-based capital market instruments and changing the portfolio mix when necessary.
REAL ESTATE
REAL ESTATE
DOĞUŞ REIT PORTFOLIO BREAKDOWN 2015
On December 26, 2013, with a partial division transaction, the Gebze Center Shopping Mall was added to the real estate investment portfolio of Doğuş REIT. Doğuş Real Estate Investment Management CO. invested $180 million to construct the Gebze Center Shopping Mall from August 2008 until September 3, 2010. The Mall incorporates 59,054 sqm of rentable space and around 130 stores.
4.5% MONEY AND CAPITAL MARKET INSTRUMENTS 2.8% OTHER ASSETS 1.7% ANTALYA 2000 PLAZA
Upon the inclusion of Gebze Center Shopping Mall in Doğuş REIT’s real estate investment portfolio, a mixed living center was developed with the extension of the shopping mall and construction of outbuildings and a hotel. The construction permit was obtained on February 20, 2015, and construction was begun. Built on a construction area of 46,100 sqm, the project include a 156-room hotel, commercial units, an automotive showroom, and service areas.
32% DOĞUŞ CENTER MASLAK
Gayrimenkul Değerleme ve Danışmanlık A.Ş., which corresponds to 1.86% of the company’s total real estate investment portfolio.
The hotel to be built under the project will be a first in Turkey with its long-term accommodation concept. This hotel will have 156 rooms and offer a privileged accommodation experience with a swimming pool, fitness center, business center, lounge, and catering services.
As of December 31, 2015, Doğuş REIT’s registered capital ceiling and paid-in capital are 500,000,000 Turkish Lira and 227,208,155 Turkish Lira, respectively.
FINANCIAL OUTLOOK 2015
Doğuş REIT secured a total asset size of 829.3 million Turkish Lira, an increase of 9.6% year on year and a net profit of 78 million Turkih Lira for 2015. The company’s total real estate investment portfolio is 768,492,000 Turkish Lira, and its market capitalisation is 817,949,358 Turkih Lira.
Moreover, the project will include an auto showroom to exhibit premium car brands, a charm that will help turning Gebze into a regional attraction. 59% GEBZE CENTER SHOPPING MALL
CORE BUSINESS, VISION, MISSION AND INVESTMENT STRATEGY
REAL ESTATE INVESTMENT PORTFOLIO Gebze Center Shopping Mall - Expansion and Hotel Project
Doğuş REIT’s core business is creating and managing portfolios from real estate and real estate-based capital market instruments and changing the portfolio mix when necessary; mitigating investment risks through portfolio diversification; investing in real estate and real estate-based projects; keeping up-to-date with trends in real estate and real estatebased instruments; taking the necessary measures in terms of portfolio management and performing research to preserve and increase total portfolio value.
Gebze Center Shopping Mall Gebze Center Shopping Mall was the first shopping and entertainment center to operate in its neighborhood. Owing to its proximity to downtown Gebze, the shopping mall has quickly evolved into a social and entertainment hub of the neighborhood. Gebze Center boasts a 59,054 sqm rentable space, nearly 130 stores, a movie theater, a go-kart track, an ice skating rink, bowling lanes, a gym, and a children’s playground, all in one place. The center opened on September 3, 2010, with an investment budget of $180 million. It comfortably hosts over 9 million visitors annually.
Doğuş REIT’s vision is to become a leading REIT in Turkey, empowered by the parent company Doğuş Group’s robust financial structure and global experience in real estate, construction, and finance.
www.gebzecenter.com.tr Doğuş REIT’s mission is to expand its real estate portfolio and improve its market value by assuring stable growth while being transparent and accountable, as well as respectful and responsive to its shareholders, stakeholders, customers, laws, corporate code of ethics, and the environment.
Gebze Center Expansion and Hotel Project Gebze Center offers a brand new experience to its visitors in Gebze, Kocaeli, for its shopping, fashion, entertainment, and catering areas and now transforms into a unique attraction for the region with the “Gebze Center Expansion and Hotel Project” rising just next door. Gebze Center will not only accommodate the retailers but also the tourism and automotive industries and create fashionable living spaces that will add value to the lives of the local people. The project’s construction permit was obtained on February 20, 2015, and construction works started on the very same date.
Doğuş REIT’s investment strategy is to maximize shareholder value through dividend pay-out and stock value gain; expand its investment portfolio and improve market cap via real estate investments mainly in rentable commercial spaces.
DOĞUŞ GROUP
Operational since September 3, 2010, with a total rentable area of 59,054 sqm and 130 stores, the shopping mall is planned to further extend its services and store mix after the completion of Gebze Center Expansion and Hotel Project.
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2015 ANNUAL REPORT
Doğuş REIT is traded at BIST Index with the code “DGGYO.”
The Gebze Center Shopping Mall - Expansion and Hotel Project represents 63.63% of the total real estate investment portfolio of the company. It is valued at 489,002,000 Turkish Lira based on the appraisal report dated December 29, 2015, by the Capital Markets Board (CMB)-licensed Reel Gayrimenkul Değerleme A.Ş.
Stakeholders with more than 5% and 10% of the capital are:
Doğuş Center Maslak
74.98% DOĞUŞ HOLDING A.Ş.
Located in Istanbul’s Maslak district, a coveted business and finance hub crowded with business high rises, Doğuş Center Maslak serves with Doğuş Otomotiv showrooms and service shops, Doğuş Media Group companies, and the food court area. The center boasts a total area of 63,202 sqm, of which 47,398 sqm is rentable space. Doğuş Center Maslak was inaugurated in November 2006, immediately after the completion of construction.
25.02% PUBLICLY-TRADED
The building is valued at 265,205,000 Turkish Lira based on the appraisal report dated December 29, 2015, by CMB-licensed Taksim Kurumsal Gayrimenkul Değerleme ve Danışmanlık A.Ş. This amount stands for the 34.51% of the company’s total real estate investment portfolio. www.doguscentermaslak.com.tr
Antalya 2000 Plaza Antalya 2000 Plaza renders 92 detached units with a mixed concept of offices, shops and also a movie theater in a total 9,000 sqm located on the famous Recep Peker Street, a highly frequented urban area with busy pedestrian and vehicle traffic. This building has a value of 14,285,000 Turkish Lira based on the appraisal report dated December 29, 2015, by CMB-licensed Taksim Kurumsal
DOĞUŞ GROUP
115
2015 ANNUAL REPORT
REAL ESTATE
DOĞUŞ REAL ESTATE By analyzing market expectations, regional characteristics, customer needs and demands, Doğuş Real Estate achieves the maximum benefit possible from its portfolio.
Doğuş Real Estate Investment and Management belongs entirely to the Doğuş Group. The Company was founded in 2006. Since its foundation, its goal has been to be the most valuable company in the sector without comprising its principles of trustworthiness, respectability, honesty, or its commitment to high quality service. It has also been committed to hiring expert staff that works to improve the fields of real estate, construction management, sales and marketing. Doğuş Real Estate’s mission is to raise its investments with steady growth and achieve the highest customer satisfaction possible by operating with the highest level of professionalism in its real estate projects.
The total leasable area of the shopping centers in Turkey reached to 10.3 million m2 in the first half of 2015. Doğuş Real Estate follows developments in the real estate sector in Turkey closely, and in doing so, continues its project management services in the field of residential properties, trade centers, hotels and office buildings. Doğuş Real Estate, which holds 12 assets all over Turkey, continues to work with great care to make the best use of these assets.
TARGETS Doğuş Real Estate stays abreast of developments in the sector and helps promoting Doğuş Group’s growth, which owns and invests in the Company’s extensive real estate portfolio. The Company seeks to stay on top of developments in residential properties, trade centers, hotels, hospitals, and the field of logistics via its project management and project development services.
• • • •
PRINCIPLES
The construction sector’s share in overall GDP continues to rise, growing from 4.7% in 2014 to 4.8% in 2015. The recent acceleration in the pace of urban renewal projects has played a significant role in the growth of the sector.
• • • •
Sales of residential property throughout Turkey in the first half of 2015 raised by 18% comparing to the same period in 2014. Developer companies are promoting measures such as interest rate freezes, upfront payment deferrals and term extensions in an effort to boost residential property sales.
DOĞUŞ GROUP
To focus on unconditional customer satisfaction To reflect the Doğuş identity and different points of views in all of its projects To create spaces that provide high standards of living To become the most valuable and respected company in the sector
• • •
116
Trustworthiness Respectability Honesty Fulfilling the responsibilities towards current and future generations Maintaining a high quality of service Providing permanent institutional competitive advantages Keeping team work at the forefront
2015 ANNUAL REPORT
Doğuş Real Estate, which holds 12 assets all over Turkey, continues to work with great care to make the best use of these assets.
REAL ESTATE
COMPLETED PROJECTS
Holding Athens Representative Office Project
• • • • •
Construction Area: 3,850 m2 Construction Start: February 2015 Construction period is still ongoing.
• • • • • • • • • • • • • • • • • • • • •
Gebze Center Shopping Mall Project Doğuş Holding Dubai Office Project D-Life Ulus Project D-Gym Maslak Project Ayazağa Doğuş Group Office Building Renovation Project Darüşşafaka Ayhan Şahenk Sports Center Renovation Project Artvin School Project Grand Hyatt Hotel Restaurant Renovation Project D-Hotel Maris Renovation Project D-Resort Göcek Phase 1 Project d.ream Ortaköy Office Building Nusr-Et Building Project D-Resort Göcek Phase 2 Project D-Gym Etiler Project Van OÇEM Project Volkswagen Arena Project Bodrum Castle Performing Center Project Crate&Barrel Store Decorations Project (Akasya & Zorlu AVM) Doğuş Holding Ankara Office Project D-Marin Turgutreis Yatch Club Renovation Project Murat Reis Ayvalık Hotel Renovation Project Il Riccio Bodrum Project D-Office Maslak Project Bomonti Babylon Project DMS Office Renovation Project Volkswagen Arena Sports Hall Project
RTE Uni. Faculty Building Project
İSTİNYEPARK
Construction Area: 25,245 m2 Construction Start: February 2015 Construction period is still ongoing.
Vitapark Golf, Sports Academy, Hotel and Villa Project Total Land Area: 2,259,290 m2 Construction Area (Hotels, Villas, Residence and Academy): 192,808 m2 The conceptual and permit design drawing preparation and land development are in progress.
Hotel Anka Project Construction Area: 20,500 m2 Project design period is ongoing.
Leica Project Construction Area: 1,345 m2 Project design period is ongoing.
Ayvalık Cultural Center Construction Area: 792 m2 Construction period is still ongoing.
ONGOING PROJECTS
Niğde Uni. Livestock Farming Res. & Dev. Center Project
Gebze Hotel and Showroom Project
Construction Area: 7,387 m2 closed area Project design is period is ongoing.
Construction Area: 52,451 m2 Construction Start: April 2015 Construction period is still ongoing.
Göbeklitepe Archaeological Site Project Construction Area: 2,108 m2 closed area Project design period is ongoing.
Salıpazarı Port Project FUTURE PLANS
Land Area: 105,259 m2 Construction Area: 383,462 m2 The design and the relevant legal proceedings are underway.
Doğuş Real Estate’s mission is to increase its investments in the coming years with steady growth and to achieve the highest level of customer satisfaction possible by carrying out its real estate projects with the utmost professionalism.
Soma Housing & Misc. Facilities Complex Project Land Area: 40,035 m2 Construction Area: 61,912 m2 Construction Start: May 2015 Construction period is still ongoing.
DOĞUŞ GROUP
REAL ESTATE
118
2015 ANNUAL REPORT
Offering luxury, style and convenience under the same roof, İstinyePark lets its guests experience a world of elegance and luxury in Istanbul.
Since September 2007, Doğuş Group has been operating İstinyePark under a partnership between Doğuş Turizm Sağlık Yatırımları ve İşletmeciliği and Orta Gayrimenkul Yatırım Yönetim. Doğuş Holding owns 42% while Orta Gayrimenkul Yatırım Yönetim owns 58%.
İstinyePark offers viable alternatives to a wide scale of visitors from all ages and backgrounds. The shopping mall features both indoor and outdoor spaces. With its giant glass dome and glass ceilings, the Mall basks in an abundance of natural light, creating a perfect combination of indoor comfort and outdoor airiness for its visitors. İstinyePark was built according to the belief that a shopping mall should provide the highest standards in service and presentation, as well as in architectural splendor and technical innovation. Visitors to İstinyePark can experience the joy of sitting under the shade of a tree or the comfort of chatting with local shopkeepers, together with the ultimate pleasure of watching a movie in a state-of-the-art theater or the fulfillment of living an active urban life – all under one roof.
Offering luxury, style and convenience under the same roof, İstinyePark lets its guests experience a world of elegance and luxury in Istanbul. Every renovation made and every new store opened has been important building blocks in the success of this venture. Forty-two brands have opened their first monobrand stores in Turkey at İstinyePark. Looking forward, İstinyePark aims to become an international shopping destination.
AWARDS
Since it’s opening in September 2007, İstinyePark has been working tirelessly to offer the best possible service to its visitors. The shopping mall provides a vast selection of products and services, thanks to its considerable 270,000 m2 surface area, 87,000 m2store area, 3,600-unit car park and wide range of stores.
In 2008, the world’s biggest real estate and retail expo, Mapic, crowned İstinyePark as the “Shopping Mall Developer of the Year.” In 2009, the International Shopping Mall Council (ICSC) awarded İstinyePark the “Grand Opening”, “Expansion & Renovation” and “Maxi Silver” awards. In the same year, the Mall was also recognized as “Europe’s Best Shopping Mall” by the ICSC. Furthermore, the Shopping Malls and Retailers Association (AMPD) awarded İstinyePark “Shopping Mall of the Year.” İstinyePark was awarded the “FIABCI Prix d’Excellence” prize for retail in 2012.
İstinyePark has 70 people working in the management department and 3,500 employees in total. İstinyePark has the widest selection in Turkey in terms of its range of brands. It has two unique areas, which differentiate İstinyePark from other shopping centers; the bazaar area and the lifestyle area. The only shopping center in the Sarıyer district of Istanbul, İstinyePark has become the model that the new generation of shopping centers in the country looks to.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
FINANCIAL HIGHLIGHTS (TL THOUSAND)
Boyabat* Total Assets
2011
2012
2013
2014
2015
1,782,690
2,207,377
2,264,626
2,216,440
2,204,081
Revenues
-
23,705
324,682
249,772
288,989
Cost of Revenues
-
(9,825)
(214,037)
(201,062)
(179,359)
Gross Profit Margin
N/A
59%
34%
20%
38%
EBIT
(4,993)
(1,794)
84,862
37,614
105,919
EBITDA
(4,873)
3,217
145,061
99,824
169,229
N/A
14%
45%
40%
59%
(98,757)
85,694
(343,158)
(140,270)
(478,057)
EBITDA Margin Net Profit
2011
2012
2013
2014
2015
242,271
547,048
1,004,542
1,711,265
2,315,748
Revenues
-
-
-
-
6,288
Cost of Revenues
-
-
-
-
(6,457)
Doğuş Enerji (ARTVİN)** Total Assets
Gross Profit Margin
N/A
N/A
N/A
N/A
-3%
EBIT
(302)
(268)
(368)
(316)
(490)
EBITDA
(298)
(254)
(352)
(311)
3,468
N/A
N/A
N/A
N/A
55%
(15,564)
9,013
(20,644)
11,865
(190,775)
EBITDA Margin Net Profit
2011
2012
2013
2014
2015
183,808
322,461
454,824
485,114
470,309
Revenues
-
-
-
33,728
62,931
Cost of Revenues
-
-
-
(33,575)
(49,024)
Aslancık*** Total Assets
Gross Profit Margin
N/A
N/A
N/A
1%
22%
EBIT
(1,632)
(1,745)
1,786
(2,249)
11,993
EBITDA
(1,582)
(1,718)
1,801
7,616
25,290
N/A
N/A
N/A
23%
40%
(12,140)
6,704
(17,280)
(20,294)
(74,773)
EBITDA Margin Net Profit
Doğuş Enerji Toptan Elektrik Ticaret A.Ş.****
2011
2012
2013
2014
2015
Total Assets
-
1,054
13,526
14,307
21,271
Revenues
-
-
73,052
117,751
137,316
Cost of Revenues
-
-
(70,273)
(112,123)
(128,219)
Gross Profit Margin EBIT EBITDA EBITDA Margin Net Profit
N/A
N/A
4%
5%
7%
-
(136)
579
596
2,442 2,863
-
(123)
771
898
N/A
N/A
1%
1%
2%
-
(110)
480
257
1,573
* Financial information about Boyabat is prepared on a standalone basis. ** Financial information about Doğuş Enerji (ARTVİN) is prepared on a standalone basis. *** Financial information about Aslancık is prepared on a standalone basis. **** Financial information about Doğuş Enerji Toptan Elektrik Ticaret A.Ş. is prepared on a standalone basis.
ENERGY
ENERGY
ENERGY
DOĞUŞ ENERGY Doğuş Energy aims to generate electricity from domestic energy sources, which will meet increasing energy demands in the best possible way.
The energy sector in Turkey is characterized by low per-capita usage and ongoing liberalization of the market. To maintain the continuity of Turkey’s economic, sociological, and technological progress and expansion, the energy sector must support and keep up with the latest developments in this industry.
The Company aims to stay abreast of all the developments concerning energy sector, both within Turkey and throughout the region. It is responsible for formulating and generating strategies for all energy and infrastructure investments within Doğuş Group. The ultimate goal of this organization is to make sure that the Group takes all necessary measures in the energy sector and to create profitable business enterprises.
Installed capacity reached 73.1 GW at the end of 2015. According to the Investment support and promotion agency projections, the country’s installed capacity is expected to reach 100 GW in 2023. The increase is expected to be undertaken by the private sector. From this perspective, the share of private sector in Turkey’s installed capacity is expected to increase every year.
Doğuş Energy is one of the leading private companies in the generation of renewable energy, with its 1 GW installed capacity. The Company has outlined new investment projects and privatization initiatives for the generation of electricity, as well as the operation of these assets and energy trading as its core areas of business.
Doğuş Energy Doğuş Energy provides electric energy to eligible consumers including its own Group companies, other businesses and individuals through its 220PLUS brand. This requires the Company to engage in origination, wholesale and trading activities. Doğuş Energy focuses on the continuous improvement of service skills and capabilities in order to provide customers with better plus services. The importance of service transparency and fair trade is central to the Company’s beliefs, and it tries to show this in its activities. Doğuş Energy aims to expand its customer reach whilst reflecting its customer-oriented approach.
Doğuş Holding holds a 100% share in Doğuş Energy which holds: • • • •
100% share in Doğuş Energy Trading Company 100% share in Artvin HEPP 34% share in Boyabat HEPP 33% share in Aslancık HEPP
Doğuş Energy develops and grows through strategic and profitable enterprises to maintain an optimal generation portfolio. In order to maintain the sustainability of the economical, sociological and technological progress, Doğuş Energy aims for reduction of the foreign energy dependency through utilization of power generation from local energy sources.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
GENERATION ASSETS
FUTURE PLANS
In consideration of Turkey’s growing energy dependence; benefiting from domestic and renewable energy sources is of strategic importance for the country. In addition, renewable sources play a key role in supporting endeavors to decrease carbon emission levels. In this regard, hydroelectric energy, which is a domestic, renewable and clean energy source, has begun to assume greater importance in Turkey, as stated in the strategic paper declared by the State Planning Agency.
Doğuş Energy closely monitors privatization initiatives and also greenfield and brownfield projects in various regions of the country in order to optimize its portfolio. Doğuş Energy is developing investment plans on prospective projects in order to optimize its generation portfolio.
The current portfolio of Doğuş Energy contains 1 GW licensed capacity and includes the Artvin Hydroelectric Power Plant (332 MW), the Boyabat Hydroelectric Power Plant (513 MW), and the Aslancık Hydroelectric Power Plant (120 MW). The total amount of investment in these three projects was about USD 2.6 billion. Artvin HEPP is on the Çoruh River and located 20 km southwest of Artvin. The project is fully owned by Doğuş Energy and began operations in December 2015. Artvin HEPP is one of the largest hydroelectric power plants in Turkey with 332 MW installed capacity and more than 1 billion kWh of electricity generation per year. Boyabat HEPP is on the river Kızılırmak and located 180 km east of Samsun and 150 km south of Sinop. Boyabat HEPP has an installed capacity of 513 MW and annual average electricity generation is 1.5 billion kWh per year and began operations in December 2012. The project has second largest installed capacity of any private sector hydroelectric power plant in Turkey. Aslancık HEPP is located on Harsit River on province of Doğankent and Tirebolu in Giresun and began operations in March 2014. Aslancık HEPP has an installed capacity of 120 MW and annual average electricity generation of 418 million kWh. Artvin and Boyabat HEPPs, which represent 88% of Doğuş Energy’s total capacity investment, are designed to benefit from peak hours. Both will help the Company to maximize its profit and serve the country by stabilizing spot market electricity prices in peak hours.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
FINANCIAL HIGHLIGHTS (TL THOUSAND)
2011
2012
2013
2014
2015
Total Assets
-
748,769
1,057,628
1,532,399
1,790,755
Revenue
-
19,666
209,089
351,165
603,464
Cost
-
(9,113)
(175,253)
(295,327)
(549,022)
N/A
54%
16%
16%
9%
EBITDA
-
(1,957)
1,102
16,563
57,903
EBITDA Margin
N/A
(10%)
1%
5%
10%
Gross Profit Margin
Total Assets
Revenue
2011
2012
2013
Source: Figures are based on d.ream group IFRS financial statements.
2014
2015
F&B
F&B
d.ream d.ream has a unique position in the sector through the variety and number of restaurants it has both in Turkey and internationally.
FUTURE PLANS
Owing to its strong expansion, d.ream became the market leader in Turkey and the 3rd largest company in its segment globally with 58 brands at around 170 outlets and 6,000 employees while operating in 10 countries.
d.ream’s future strategy is mainly to focus on introducing new and innovative concepts, and the aim is to continue its sustainable growth through both domestic and international expansion. d.ream aims to become an international player by offering a wide variety of dining experiences worldwide and also by promoting Turkish cuisine at selected countries.
d.ream has partnerships such as Kiva, Nusr-Et, Mezzaluna, Group 29, Sele Istanbul Restaurant Group and Günaydın. The company’s partnership with Azumi Group, which embodies the infamous Coya, Roka, Zuma and Oblix brands is set for its sustainable expansion in the international arena.
ACTIVITIES IN 2015 d.ream also introduces brand new and innovative concepts such as The Populist and Delimonti by closely monitoring new trends and customer expectations. In 2015, 18 new outlets and 5 new brands started to welcome its customers both in Turkey and abroad such as Nusr-Et Dubai, Zuma New York, Coya Miami, Kiva Bomonti and KEBAPÇI. d.ream is playing a major role in the growth of the sector as its approach increases the level of service quality and corporate standards as well as creating new job opportunities. In 2015, 800 new staff has been employed and 6,000 employees have been trained by d.ream’s in-house academy.
DOĞUŞ GROUP
d.ream’s future strategy is mainly to focus on introducing new and innovative concepts.
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2015 ANNUAL REPORT
NEW INITIATIVES
NEW INITIATIVES
NEW INITIATIVES
Bomontiada
and cultures. Alt embraces and shares new forms of artistic expressions.
Culture Campus
POZİTİF Pozitif is dedicated to creating culture experiences that connects communities, creators and brands around bestin-class arts, culture and entertainment platforms.
Clubs & Venues Babylon
Actively transforming Istanbul and Turkey’s cultural and entertainment landscape since 1989, Pozitif currently engages up to 500,000 participants physically each year and creates reach of approximately 10 million fans online with amplification it generates.
Music Club & Beach Clubs Founded by Pozitif in 1999, Babylon has been hosting various local and international musicians and artists from all-encompassing tastes and genres: ranging from Sun Ra Arkestra, Jimmy Scott to Jane Birkin, Patti Smith and Marianne Faithful at its HQ club venue in the heart of Istanbul, Asmalı Mescit. In 2006 it launched its first beach club operation in Alaçatı, beginning the transformation of the area as an emerging destination for high-value visitors, and moved to a larger operation on the Aya Yorgi cove in 2010.
ASSETS & PLATFORMS Events Pozitif is the lead promoter of international music, culture and entertainment events in Turkey, having hosted such acts as Rihanna, Lady Gaga, U2, Metallica and Cirque du Soleil for the first time as stadium shows. Pozitif has also established the oldest ongoing festival platforms across multiple genres and communities, such as the touring Blues Festival (since 1990), Akbank International Jazz Festival & Campus Tour (est. 1991) and the One Love Festival (est. 2001). Pozitif brought Turkey’s first international multi-disciplinary destination festival, Cappadox, to life in Cappadocia in May 2015. Additionally, Pozitif took on the artistic programming, production and promotion of the D-Marin International Classical Music Festival, as well as the operations of the Doğuş Kids Symphony Orchestra’s and Symphonic Nights on Campus in and acquired the Rock Off Festival to reach new youth communities in 2015. In 2016, besides its ongoing festivals, among them the 15th year of the One Love Festival, and the 5th year of the Soundgarden Festival, both targeting millennial young adults and young professionals, Pozitif aims to continue to build value around Cappadox through unique music, gastronomy, contemporary art and outdoor programs and transform the experience of the D-Marin Classical Music Festival across the Bodrum peninsula.
DOĞUŞ GROUP
Pozitif expanded its Babylon venture in 2015 with the opening of its first beach resort in Istanbul, Babylon Kilyos, an entertainment, recreation and music center and opened the locomotive of the highly anticipated Bomontiada campus with Babylon Bomonti, a state of the art, multi-purpose live performance center with live programming, in September 2015. Babylon’s program expands to include arena shows throught he Babylon Presents series and aims to launch a new program to introduce and support emerging talent. Babylon Bomonti Annual Attendance Capacity: 120,000
ARENA MANAGEMENT
Pozitif launched the Bomontiada campus in September 2015, operated by Bomonti Kültür A.Ş., formed in collaboration with Doğuş Group and D-ream. Pozitif manages the creative experience, curation and community management of the Bomontiada program and campus. Located at the center of Istanbul in a historic beer factory re-purposed as a public and commercial social space, Bomontiada hosts a music club and performance center, a contemporary art space, three restaurants, a co-working makers studio, photography gallery, design market and bookstore Bomontiada aims to foster a platform for creative industry economy through a culture of exchange and creative production. The shared overground area is envisioned as a playground for collaboration where residents, partners and tenants will collaborate on a program of cultural activities, co-generating screenings, concerts, visual art performances, food festivals, creative business conventions and more. Bomontiada’s functions are accompanied by green spaces, restaurants, a microbrewery, as well as a space dedicated to the memory of the campus’ earlier function as a beer factory with adjoining beer gardens. The Bomontiada site sits within the residential and commercial fabric of Bomonti, next to small-scale production zones, a hotel tower and a university.
Volkswagen Arena Launched in June 2014 as Pozitif’s first arena management initiative, Volkswagen Arena stands out as being the first indoor music and performance center in Turkey with an amplified live performance infrastructure. The arena was built specifically for live performances and also hosts a variety of live events, shows, ceremonies, fairs, gaming leagues, dance and theater, sport games. In November 2015, Volkswagen Arena was configured to host basketball events and was officially inaugurated as the home arena of the Turkish Basketball Super League club Darüşşafaka Doğuş, for the Euroleague games. The capacity of the arena is flexible, depending on different configurations for different events, and a combination of seating, standing, and lounges and VIP boxes, with 24 private lounge suites and 88 VIP boxes. Volkswagen Arena is an integral part of the UNIQ Istanbul cultural complex that is located in Istanbul’s financial and business district Maslak, and which also includes offices, a shopping mall, 1,200 seat multiuse concert hall, dining areas, historic mansions, exhibition spots, and shopping spaces.
Kilimanjaro Club, Restaurant & Bar
Capacity: 4,500 to 5,800 based on configuration of event
Pozitif launched its first stand-alone dining offering with Kilimanjaro, due to open in January 2016. Kilimanjaro aims to become a distinctive space for social summits, woven around its iconic bar and accompanied by authentic, soul-stirring, timeless and rooted music. Kilimanjaro’s menu will bring Bomontiada an authentic and eclectic take on simple, real and familiar ingredients. Its cuisine focuses on creating social, indulgent yet uncomplicated feasts based on local, natural and seasonal products from the Feriköy Organic Market, accompanied by a wellcrafted cocktail and beverage selection.
MEDIA PLATFORMS Pozitif actively delivers targeted high-quality original and shared content across a multitude of platform applications within its festival and event platforms, social media channels, as well as publishing digital editions of Babylon Magazine. This content network is complemented by Radio Babylon, an internet radio established in 2012, reaching new audiences all over the world.
MUSIC & CULTURE PUBLISHING
Alt Art Space
Babylon Kilyos Annual Attendance Capacity: 100,000 Babylon Çeşme Annual Capacity: 60,000
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Founded in 1988, Doublemoon Records is an independent pioneering label based in Istanbul, dedicated to spreading the cultural tapestry that is the city’s sound around the world. Doublemoon complements Pozitif’s ecosystem through a rich heritage catalogue archive and in-depth knowledge of talent and content development, record publishing
Alt was established as the dedicated art space of the Bomontiada campus and will launch in January 2016 with two concurrent exhibitions, one global and one supporting internationally renowned local talent. Alt art space presents visual arts, performance and public programs, collaborating across disciplines
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NEW INITIATIVES
and licensing.
SERVICES With its strong offering to engage multiple hard to reach audience segments and a legacy of excellence in long-term partnerships with top companies in finance, beverages, automotive, telecommunications, technology, fashion, retail and more Pozitif provides brands with high value engagement opportunities across its ecosystem through: •
Partnerships & Sponsorships
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Branded Entertainment & Content Marketing Integration
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Concept Development, Content Curation and Production services
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Display, Product Placement, Merchandise & Advertising Integration
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Experience Design, Event & Venue Production Services
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n11.com n11.com has completed 2015 with approximately 6 million members and 400 million visits in total and TRY 1 billion trade volume.
Doğuş̧ Planet, established in June 2012, is a joint venture between Doğuş Group and the South Korean SK Group, which focuses on the e-commerce sector. Doğuş Planet combines SK Group’s experience in technology and innovation with Doğuş Group’s local expertise, regional experience, and strong assets. With its vision of becoming a regional leader within the e-commerce sector, Doğuş Planet embraces the mission to be the locomotive power in reshaping the Turkish e-commerce sector by providing innovative services to customers and stores.
Custom Talent Booking
FUTURE PLANS In line with its vision to set the standards of entertainment for audiences, brands and creators, Pozitif will continue its expansion in arts, culture and entertainment ecosystem in 2016: •
Integrated experiential marketing platform
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New media channels
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New venue operations
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New community platforms through collaborations in classical music, contemporary arts, culture and gaming entertainment
By the end of 2015, n11.com had 226 employees, including 99 call center personnel and 99 qualified R&D personnel to carry out its technologic improvement plans and infrastructure investments. Moreover, the Company coordinates multiple software development projects as well.
The fruit of this strong partnership is Doğuş Planet’s new e-commerce investment, n11.com, launched in the first quarter of 2013. This new venture operates as an open market platform, connecting diverse stores and brands to millions of customers. n11.com provides its customers with millions of products and services ranging from fashion to electronics, from kitchenware to rare Turkish handicrafts - all under 10 main categories. n11.com’s strategy is to provide value propositions based on “trust” and “convenience” to customers, and “support” and “care” to stores and brands within an ecosystem that is built upon a strong alliance of strategic partners.
Through 27 years of expertise and an ecosystem of complementary services now on the fore front of the converging entertainment and media economy, Pozitif dominates EMEA’s fastest growing entertainment market.
DOĞUŞ GROUP
n11.com has completed year 2015 with 38 thousand 500 registered stores, 27 million registered products, approximately 6 million members and 400 million visits in total and TRY 1 billion trade volume.
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NEW INITIATIVES
•
DOĞUŞ MARKETING SERVICES (DMS) DMS is the marketing and loyalty platform company of Doğuş Group.
PRODUCTS
DMS was established in 2014 in order to provide integrated CRM, database management, crossmarketing and customer experience enhancement services to Doğuş Group companies. The company currently operates several mobile applications reaching more than 1 million customers.
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DMS has many third-party brand alliances and strategic partners working alongside Doğuş Group Companies such as the leading finance, telecom and entertainment companies operating in Turkey. The starting vision of DMS is to create cross synergy opportunities, direct communication within the Group Companies and a shared database. DMS has also developed sophisticated reporting tools so as to cater all kinds of reporting needs within and outside the company. DMS aims to increase customer engagement and generate innovative solutions through a new approach based on customer profiling and providing the highest quality services. Recently launched ZUBİZU Wi-fi project is a good example to keep track of the customers’ movements around sales points while providing them with a free wi-fi service at these facilities. Besides its technical solutions and mobile products DMS is also publishing a luxury lifestyle magazine reaching the group’s premium customer segment.
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DMS leverages a wide range of products and services to achieve its objectives, including:
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ZUBİZU, a lifestyle and entertainment mobile application with currently more than 200 brands (ranging from retail stores, restaurants to travel agents and telecom operators), was launched officially in April 2016. Program members get special discounts, early discount periods, special screenings, entry to events curated for them and many other privileges according to their interests and overall behaviors. Besides these benefits, ZUBİZU also provides the users with latest trends and unique contents according to their interests. There are also convenience functions for the members such as online restaurant reservation and ticketing. Additional convenience features such as mobile payment, e-commerce etc. are on its way. Following its launch, within 2 months, the application was downloaded more than 1 million times. ZUBİZU is expected to reach millions of members by the end of 2016. The program aims to guide its members to a more joyful and fulfilling life supporting a personalized journey where the members feel special, cool and prestigious.
Providing merchant benefits and campaigns via ZUBİZU Mobile Application curated for DO, a coalition loyalty program for Doğuş Group employees .
SERVICES DMS aims to enable Group Companies and third party merchants to acquire new customers as well as to increase existing customer loyalty by increasing repeat purchases and taking customer services to the highest level with its value-added products. For this purpose, DMS creates and provides solutions for both Group Companies and third party merchants to manage customer data, customer loyalty and experience. These are achieved by gathering customer data streaming through all the customer touch points and defining these data precisely and utilizing them for the related companies to create value added marketing activities and to design the marketing processes accordingly. In a way, the data is being transformed to experience efficient campaign and communication platforms, to improve marketing capabilities of the Companies and to expand the customer loyalty with integrated solutions from strategy to architecture and from technology to operations.
Rezervin, an online restaurant reservation mobile application, was launched officially in July 2015. Rezervin receives reservations through its four channels (mobile application, functional website, call center, and widgets that are placed on member-restaurant websites). Currently, there are more than 200 restaurants within the system.
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DOĞUŞ TEKNOLOJİ
Doğuş Teknoloji works in a huge variety of areas of Information Technology (IT) infrastructures, adapting systems and software products, creating and maintaining products using the latest technologies. The Company treats its customers as strategic partners, working closely with their internal business and IT units. Doğuş Teknoloji creates products that answer to actual demands, and that reflect strong technological and operational experience, and sectorial expertise. In addition, the Company offers effective project management services, and it reviews and continuously improves its methodologies to deliver the best on-time, aspromised solutions, thereby maintaining the highest level of quality and customer satisfaction. It is thanks to these principles of perfection and dependability that Doğuş Teknoloji is able to expand its customer portfolio.
DOĞUŞ GROUP
Vehicle Inspection Automation software developed for TÜVTURK, which is used in more than 200 vehicle inspection stations.
A restaurant management application/software for the restaurants within Doğuş Restaurant Entertainment and Management - d.ream.
VDFNet
Axapta ERP Software
Auto Loan System - Credit application, assessment, drawdown and tracking system developed for VDF Finance Company.
An end-to-end ERP software developed for merchandising and all operations of Crate & Barrel Brand, which is incorporated by Doğuş Avenue. All Russia and Turkey operations are conducted by this system.
Developed for VDF Factoring Company. It’s a solution for authorized dealers to supply stock finance. It consists of invoice tracking, collection and payment schedule functions.
DT E-Fatura / DT E-Invoice Software
VDF Insurance
Doğuş E-Defter / Doğuş E-Ledger Software
Below is a list of some of the Company’s software products:
Developed for VDF Insurance. This application consists of on credit or non-credit sales of insurance policies of VDF Insurance products.
A platform free software / system for taxpayers to compose and send their journals and ledgers to Revenue Administration and receive their certified books / journals from Revenue Administration.
TURKUAZ
Fleet Rental System (FleetNet)
A large scale enterprise software used by Doğuş Otomotiv, as well as all its authorized dealers / service providers, OEMs, and suppliers, which adds value to all automotive processes. It is a fully integrated system that provides instantaneous data access and analysis capabilities for all brands, modules and points of operation.
Developed for LeasePlan Company. It consists of management of proposals for long-term car rentals, contract management and collection functions.
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Vehicle Planning, Ordering and Sales (Distributor & Dealer) After Sales Services Spare Part and Logistics Customer Relationship Management Financial & Administrative Affairs, Finance Integrated Accounting Application Reporting and Business Intelligence Numerous integration points by producing companies-vendors
Integration software and portal for the government’s E-Invoice system, used by Doğuş Group companies as well as other customers.
E-Invoice and E-Ledger Archive Software A software for taxpayers to withhold their e-invoices in legal terms. E-invoice storage software is integrated with E-Invoice and E-Ledger system.
Aria Marina Management System New Accountancy System
An application developed for all marinas under D-Marin Marinas Group which comprises customer and boat management, offer / bidding, reservation, contract process, management and monitoring all sorts of boat operations, finance and accountancy integrations, reporting and all other global integrations.
A reconstruction of the accountancy system’s infrastructure and interfaces, considering the necessities for E-book/journal.
Web Site Services Doğuş Teknoloji provides for the design, development and technical support for over 250 web sites.
D-ERP FUTURE PLANS
Finance software to set up an ERP foundation for the Group companies, starting with Doğuş Holding Headquarters.
Doğuş Teknoloji’s mission is to research leveraging technology solutions in accordance with business development and the management performance targets of businesses. The Company also aims to provide technology consultancy by offering projects, which comply with these targets, and to bring these technological applications to life. In this context, Doğuş Teknoloji is developing Internet and mobile applications, corporate and sectorial boutique software, and business intelligence applications, as well as providing support and maintenance services for advanced technological infrastructures.
DO Card
DOD Second hand vehicle sales system for Doğuş Otomotiv and authorized dealers.
The main areas of Doğuş Teknoloji’s expertise include designing software and information systems, requests for the analysis of business requirements (i.e.; business process automation, reporting, security, etc.), development, installation, updating, maintenance, error fixing and integration of projects into these systems, maintaining security, monitoring performance and reporting abnormalities, consultancy services, and managing all of all these processes.
MIS
VDF Factoring System
Doğuş Teknoloji’s mission is to research leveraging technology solutions in accordance with performance targets of businesses.
Doğuş Teknoloji began its activities as a part of the Doğuş Group companies in 2012. Since then, it has remained an innovative, solution-oriented and dynamic company ensuring customer satisfaction through high-quality, value-added products and services at the lowest costs possible.
VIAOnline
A management system for the loyalty card for Doğuş Group Employees.
DMS Benefit Management System
MYS Cost tracking and reporting system, developed for Doğuş Construction. Costs, incomes and projects transferred into the system. Calculation algorithms are run at certain intervals. Detailed costs of projects can be observed in different aspects.
Developed for Doğuş Müşteri Sistemleri. DMS Management Software, User Applications (Mobile&Web) and integrations with Sponsors&Partners system, can provided by Doğuş Teknoloji.
D-İnsan Integrated system.
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employee
performance
evaluation
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In 2015, 9 out 10 of the most successful ecommerce companies benefited from the combined solutions of euro.message and Visilabs to find answers to increase ROI and deliver one to one marketing across channels and devices.
RELATED GROUP Related Group is a group of integrated companies offering a broad range of digital marketing services for many of the world’s well-known brands.
Related Group is operating with over 100 employees from offices located in Istanbul, Hamburg and Dubai.
Brandlife, the main product of Brandmail, has gone through a complete design and technology upgrade to meet the requirements of the mobile era. Now with custom editions for 10+ verticals, Brandlife is expanding its advertising potential with high accessibility on desktop, mobile and tablet devices, improved readability, mobile-friendly interface, and top-notch content management system.
Related Group’s core values, which infuse every aspect of the work performed by the company’s employers, are: SHARED PASSION for SMART SOLUTIONS that ACCELERATE DIGITAL SUCCESS. Each of Related Group’s businesses is strategically positioned to meet its clients digital marketing needs through a fully integrated actionable platform and a diverse range of marketing optimization solutions.
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Data Management Marketing Automation Campaign Management Social Marketing Customer Intelligence CMS System
SERVICES • • • • • • • • • •
Customized Solutions Customer Success Management Implementation Training and Support HTML Optimization Creative Design Website Design UI/UX Design KPI Strategy Search Engine Optimization
Madebycat Founded in 2007, Madebycat is a KPI based digital agency that transforms the way brands communicate with consumers. A commitment to Communication, Art and Technology defines Madebycat’s continuing achievements in the digital world.
euro.message Flagship Company of the Group, euro.message was originally founded in 2002 as an e-mail marketing company that pioneered multi-channel campaign management in Turkey. euro.message built on its flexible and scalable foundation, expanding its products and solutions to support the evolving needs of digital marketers.
FUTURE PLANS Related Group’s strategy is to sustain its growth rate via company acquisitions and international expansion. The Group is planning to add a new office location in London, UK in 2016.
Madebycat prides itself on bringing new perspectives to digital strategies born from a spirit of collaboration with their clients. The agency stresses the importance of communication with the brands in developing and implementing digital strategies to meet their corporate identities and objectives. Madebycat’s approach has delivered outstanding commercial and usability success for their clients and has won the agency numerous awards for design and creativity.
In 2015, euro.message has further integrated the Visilabs Customer Intelligence and Personalization platform into its Marketing Cloud. This integration empowers marketers to lead the customer experience by centralizing their marketing data, solutions, and communication channels under one platform.
Visilabs In 2014, the Group acquired Visilabs, a company specializing on analytics, behavioral targeting and recommendation technologies. Visilabs is the complete digital marketing product that sets itself apart by providing powerful analytics fullyintegrated with omni-channel personalization solutions to power digital marketing optimization.
Brandmail Brandmail is the only database monetization and content marketing platform in the region, targeting an affluent segment with over 500,000 subscribers, since 2007.
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PRODUCTS
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REIDIN
NEW INITIATIVES
DOĞUŞ SK GİRİŞİM SERMAYESİ
REIDIN reached over 2 million users, signed 1000+ real estate offices in 2015.
REIDIN is the leading real estate information company focusing on emerging markets and offers intelligent and user-friendly online information solutions helping professionals access relevant data and information in a timely and cost effective basis. REIDIN’s “Data & Research Team” together with a global network of Information Partners endeavors to provide high-end analysis and research support relevant to each market. REIDIN’s online resources is the first online information service designed for real estate market professionals who need better transparency on emerging real estate markets. With the overwhelming demand for comprehensive real estate intelligence, REIDIN works with over 100 local and internationally recognized information partners with a mission to provide: •
Latest real estate data and information available from over select countries in Europe, Middle East and Asia.
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Access to price trends and analysis, indices, listings, valuations and transactions, building and project level data in selected countries, company profiles, latest news and research from local and global information sources. Advanced search, analysis, comparable and mapping tools.
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Fully archived data sets.
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Enjoy special discounts on networking events/ conferences.
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DGSK’s investment strategy is to find top tier companies in the targeted sectors and support their long-term investment plans to create long lasting value.
REIDIN is devoted to creating new innovative products, which maximize efficiency for its clients who have a vital need for regular and reliable information.
DGSK, established in 2013, is a joint venture between Doğuş Group (50%) and the South Korean SK Group (50%), which focuses on investing in small and medium size enterprises in Turkey.
ACTIVITIES IN 2015
DGSK’s investment strategy is to find top tier companies in the targeted sectors and support their long-term investment plans to create long lasting value.
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Zingat.com, Turkey’s first and only smart real estate portal has been launched.
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In the first 5 months > reached over 2 million users, signed 1000+ real estate offices.
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REIDIN Indices has expanded covering 62 cities, 221 districts and 1083 neighborhoods.
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Long term sponsorship agreement has been signed with Türkiye İş Bankası.
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In 2015, DGSK focused on value creation in its portfolio and made a successful partial exit from its portfolio company Radore Veri Merkezi Hizmetleri A.Ş. (Radore), one of the leading data centers in Turkey. Radore was selected as “The Fastest Growing Data Center in Turkey” by the Deloitte Technology Fast Program in 2012, 2013, 2014 and 2015, and was among the top 10 fastest growing technology companies of Turkey for two years in a row.
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NEW INITIATIVES
NEW INITIATIVES
DOĞUŞ AVENU Doğuş Avenu’s vision is to create and maintain an environment that is based on a passion for people, product and presentation with Crate and Barrel.
Doğuş Avenu was established on 1 November 2013 to bring together the skills and experience of relevant shareholders to invest in Turkey’s developing retail market. Based on an extensive analysis of the housewares and furniture market in Turkey, it is evident that there is a huge potential for “affordable luxury” as the demand is quite high, but there are very few options, which meet the expectations of consumers.
Since May 2014, Crate and Barrel has opened 4 stores in Turkey (Zorlu Center, Akasya Acıbadem, İstinyePark, Next Level) and 1 store in Russia (AFIMall), together with www.crateandbarrel.com.tr online shopping site. After Turkey and Russia, the franchise shall expand to include Azerbaijan, Bulgaria, Croatia, Georgia, Kazakhstan, Romania and Ukraine. Doğuş Avenu shall strive to infuse Crate and Barrel’s best practices and values within each region of expansion to maximize stakeholders’ earnings by maintaining an ethical outlook. The Crate and Barrel lifestyle shall introduce breadth and quality to the furniture retail sector.
Due to the limited number of players in the market, consumers are eager for modern, innovative and chic products, which are exactly what Crate and Barrel has to offer. Master Franchise Agreement (MFA) between Crate and Barrel Holdings and Doğuş Avenu covers Turkey, Russia, Azerbaijan, Bulgaria, Croatia, Georgia, Kazakhstan, Romania and Ukraine.
PRIORITIES AND TARGETS Doğuş Avenu’s main strategic priorities and targets are to successfully launch the brand in the regions, and to create an overall brand awareness, thereby spreading the Crate and Barrel lifestyle in the best way possible. The brand character shall be preserved, and will drive strategic decisions related to pricing and promotions. Crate and Barrel Holdings is made up of three brands: (a) Crate and Barrel, (b) CB2 and (c) Land of Nod, which will be represented by Doğuş Avenu within the regions covered by the franchise. In the long term, the aim is to increase geographical reach of all brands and profit across three channels: (a) retail stores, (b) e-commerce and (c) corporate sales.
VISION AND MISSION Doğuş Avenu’s vision is to create and maintain an environment that is based on a passion for people, product and presentation. Doğuş Avenu’s mission is to maximize the company’s growth and profitability through creative sales skills and merchandising techniques. Values which support this mission are: •
Provide excellent service to both internal and external customers
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Provide merchandise of the highest quality, design and value to the customers
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Maintain a culture based on inspiration, commitment and passion to perform
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Encourage personal growth for all associates with an emphasis on teamwork and having fun DOĞUŞ GROUP
Crate and Barrel offers a unique one-stop shopping experience with its comprehensive product portfolio that blends intricate designs with functionality. Being an inspirational as well as educational brand, Crate and Barrel is best described through its attention to detail to offer products and serves based on its three pillars of success: “clean, warm and current”.
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With its comprehensive product portfolio that resonates with a broad consumer base, Crate and Barrel serves a gap in the Turkish furniture/lifestyle market, overflowing with brands that focus on either upper or lower SES customer segments with narrower product lines.
The brand hosted 27 events and sponsorships in 2015, most effective being ATP Istanbul Open. World famous tennis player Roger Federer’s involvement in ATP Istanbul Open had benefited Crate and Barrel’s in-court furniture sponsorship of the tournament. High media visibility obtained in 70 TV channels in 30 different countries with 600 hours of broadcasting and reach over 250 million people worldwide.
ACTIVITIES IN 2015
FUTURE PLANS
As of January 2016, 330 people are employed in stores and head offices of Crate and Barrel Turkey and Russia.
While still investing on building the brand awareness, Doğuş Avenu’s aim is to expand in Turkey and Russia, along with agreed franchise countries abroad.
In 2015, 653,778 units were sold to overall 65 provinces around Turkey and 1,112,047 customers, together with 34,000 Crate and Barrel Card holders, visited Crate and Barrel stores. In the first year of Crate and Barrel in Turkey, brand awareness increased significantly and broad product portfolio introduced to new and existing customers in Istanbul and Ankara by radio advertising that reached 2,132,000 people, catalog and insert distribution, newspaper advertisement, OOH, inmall advertising, campaigns and sponsorships. In 2015, Crate and Barrel has been ranked second by the total number of news among its competitors in the market of home furnishing and decor. 2015 had been a year of expanding outside of Istanbul. First Crate and Barrel store in Ankara, located at Next Level Shopping Mall was successfully launched in September 2015. At the same time, worldwide trending concept and retail tool Popup Store opened in Zorlu Center and Next Level respectively to reach broader target audience at discounted price. Together with world’s first Crate Café in Akasya Acıbadem, 320 hours educational training in Crate Academy, in-store demo tables, collaborative project with 10 architect/designers in Picks by Pros project and first Pop-up Store, past year had also been a year of firsts for Crate and Barrel Turkey. Corporate sales and collaborations with restaurants, hotels, residences and construction companies, has a significant importance in Crate and Barrel’s sales. Kitchenette, Caribou Café, Mancar, Go Mongo, Eataly, Huxo, Bistro 33, D-Gym, Doğuş Holding, Antur, Hillside Beach Club, Rixos Premium Göcek, D-Resort Göcek, W Hotel, Swiss Hotel Antalya, Paloma Hotel, 42 Maslak, Nurol Life and Akasya Acıbadem would be the best examples of brand’s effective corporate collaborations in 2015.
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NEW INITIATIVES
NEW INITIATIVES
SALIPAZARI PORT MANAGEMENT AND INVESTMENTS INC.
DOĞUŞ SPORTİF
Salıpazarı Port Project is a city project with a master plan coherent with the neighborhood texture of the Karaköy region and Istanbul.
On May 16, 2013, Doğuş Group placed the highest offer for the privatization of the Istanbul Salıpazarı Cruise Port, with a $702 million bid, winning the right to operate the port area for 30 years. In January 2014, BLG Capital, the real estate private equity arm of Bilgili Holding, acquired 19% of the shares in the company formed to develop the project leaving the remaining 81% with Doğuş Group. Following the signing of the Transfer of Operating Rights Agreement with The Turkish Maritime Administration in February 2014, the Company took over the management of the pier and started its operations.
new terminal is planned underground in order to make the residents and visitors of Istanbul enjoy the promenade without any interruption during cruise operations. An underground carpark is also among the project plans aiming to solve the parking problem in the neighbourhood. Hosting the Istanbul Modern Museum and Mimar Sinan Fine Arts University Painting and Sculpture Museum within its premises, Turkey’s best practices in contemporary arts, Salıpazarı Port Project will become the new arts and culture center of Istanbul. The public and open spaces throughout the port area will also be used for open air exhibitions and installations.
Salıpazarı Port Project is a city project with a master plan coherent with the neighbourhood texture of the Karaköy region and Istanbul. With the new port, the Karaköy coastline, which is currently closed to public access, will be transformed into a promenade open to public, connecting the city with the sea. Through small streets planned between the buildings, visual and physical access to the Bosphorus will be enabled. The maximum height of the new buildings will be lower than the heights of the current ones.
It was a year full of progress for Darüşşafaka Doğuş Basketbol who climbed from Turkish second division up to Euroleague in an only span of 18 months. Now on they are in competition with the best of Europe.
for their organization with a focus on making sports business one of the group’s main field of operation. Darüşşafaka Association was considered as the best possible partner, as it was Turkey’s first communitybased organization working in the field of education. It was founded in 1863 to support the education of poor and orphaned children with the mission of providing “equality of opportunities in education”.
Darüşşafaka Doğuş started off the year by claiming a promising third place in the regular season Turkish Basketball League during the first half of the season. Although the early elimination in the first round of playoffs meant a bitter end of season, it was a comeback season full of promises and hopes.
Darüşşafaka Sports Club was established in 1914 and activated its the basketball branch in 1951. The club has immediately got a strong tradition in Turkish basketball, raised star players and concentrated on the development of youth setup throughout years with a passion to contribute into the development of social and cultural life in Turkey.
Thanks to impressive and strong period of candidature, Darüşşafaka Doğuş had finally a wild card access to Turkish Airlines Euroleague, by far best continental basketball tournament in Europe. Even more, they managed to qualify to Top 16, by eliminating one of the traditional powerhouse of European basketball, Maccabi Tel Aviv.
On September 2013, Doğuş Group, Darüşşafaka Association and Darüşşafaka Sports Club signed a long-term agreement to achieve sporting success in Turkish and European basketball, while providing amateur athletes all over the country a chance for self-development in line with “equality of opportunities in sports” mission.
Starting November 2015, they began to play their Euroleague games in a brand new basketball facility, Volkswagen Arena which is a state of art sport hall.
Tophane Public Square, to be reconfigured into a total area of 30,000 sqm with the public park located next to it and its arms going down to the Bosphorus, is expected to become one of the most popular public squares in Istanbul. Furthermore, the historical buildings within the port area will be restored and will thereby regain their importance as historical monuments of Istanbul.
Darüşşafaka Doğuş are now aiming for a long-term presence within Euroleague and higher rankings within the competition during upcoming seasons. Thus far they started to establish a new organizational chart in accordance with their new status among basketball elite.
Its medium and long-term goals are to improve the economic and financial structure of the club, improve its safeguards ensuring stability and sustainability of the organization, to support basketball with its soul.
Doğuş Group founded Doğuş Sportif to make a big impact in Turkish basketball and, in the coming years, in European basketball as well. They aim to stand out by consistently producing high quality basketball products and maintaining a sportsmanslike character
The Cruise Passenger Terminal in the pier area will also be redesigned in line with global standards and the pier will continue to operate as the main gateway to Istanbul and Turkey from the sea. The
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Darüşşafaka Doğuş, an emerging star in European basketball.
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CORPORATE SOCIAL RESPONSIBILITY
CORPORATE SOCIAL RESPONSIBILITY
SUSTAINABLE INITIATIVES
Bugün Günlerden Yarın
The sustainability strategy of Doğuş Group aims to create innovative and sustainable business models in areas and sectors of operation to improve the welfare of the society, and to ensure the economic, cultural, social and environmental sustainability of development. As a multi-business conglomerate with local and global presence in several sectors, Doğuş Group acknowledges a stakeholderengagement oriented sustainability strategy and related policies as an important baseline.
DOĞUŞ HOLDİNG
“Bugün Günlerden Yarın” (Today is Tomorrow) inspires university students by empowering them with opportunities to achieve their life goals. Today is Tomorrow organizes on-campus events at universities in Anatolian cities to help students plan and evaluate their career paths and give them work experience and employment opportunities to achieve their goals. The program aims to leave a legacy of reduced inequality between different regions in Turkey. In 2015, Today is Tomorrow visited 27 universities, enlightening around 20,000 students.
Şahenk Initiative
Sanata Bi’ Yer
Founded by Ferit F. Şahenk, the Chairman of Doğuş Group, Şahenk Initiative strives to make a meaningful impact on people’s lives through the local and global social platforms it develops, and aims to leave a lasting legacy for the future to achieve a stronger society and a better world. In addition to children, young people, and adults, the initiative also continuously supports programs aimed at preserving the world heritage, opening the path to social development.
Fine Arts’ students show their talents with Sanata Bi’ Yer by turning the city into an art gallery through Doğuş, which opens the gates of Doğuş Group locations for them. As students upload their work on sanatabiyer.com website, they are displayed after a selection by the advisory board, which constitutes of experts from various art fields. In 2015, more than 750 pieces of artwork uploaded on the website.
Yaşa Devam “Yaşa Devam” (Live On) seeks to enable people in Turkey to have a longer, more fulfilling life by fostering a greater awareness of ageing well. It is the first and only social platform in Turkey that focuses on ageing well. As many countries have an aging population, Live On aims to leave a legacy of increased understanding of aging well and a more positive attitude towards the contribution of elderly people engaged to society. In 2015, Live On launched the school of Ageing Well in collaboration with Boğaziçi University with the support of Harvard University.
Oyunda Kal “Oyunda Kal” (Stay in the Game) is a platform which is encouraging children to participate in sports to leave a legacy of more active children who are less prone to bad habits. The program constructs new basketball courts and upgrades existing ones in Turkey and across the world. Stay in the Game coaches also run regular training sessions at community courts and schools to improve children’ basketball skills. In 2015, Stay in the Game refurbished 42 basketball courts in 21 cities, reaching a total of 25,000 children across Turkey.
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Doğuş Group’s sustainability strategy aims to improve the welfare of the society, and to ensure the economic, cultural, social and environmental sustainability of development.
CORPORATE SOCIAL RESPONSIBILITY
Göbeklitepe
social media channels such as Facebook and Twitter, and operates a very popular blog and website at www.paradurumu.com.tr.
Dating back around 12,000 years, Göbeklitepe is an under-explored archaeological treasure from the dawn of humanity, which the Şahenk Initiative is bringing to the world’s attention. The Şahenk Initiative became the main sponsor of “Göbeklitepe Promotion Project”, carried out in 2013-2014. The Şahenk Initiative has signed a 20-year partnership with the Turkish Ministry of Culture and Tourism with a first phase investment of USD 15 million to expand our knowledge of history of humanity through supporting conservation and excavation. The oneof-a-kind partnership marks the Şahenk Initiative’s commitment to Göbeklitepe. It also covers delivering a world-class visitor center and establishing a global communication network. Göbeklitepe was built in the pre-pottery Neolithic age, a time when people were thought to be huntergatherers. It is the oldest temple known to mankind and its relatively recent discovery transformed our understanding of how human society first developed.
Para Durumu has already became an address where people seek solutions and guidance on personal finance problems, financial products, saving for a house, budget decisions, investment choices, credit card issues, and more. It has become a popular (and only) venue for people to “talk about money” in public.
Istanbul Metropolitan Municipality. The movement aimed to reach and raise financial awareness of 20,000 women in Istanbul by the end of 2014. The program was completed successfully and reached its goal of 20,000 women; the closing ceremony took place in February 2015 with the participation of all counterparts.
In 2015, the project covered the cities of Tekirdağ, Kırklareli, Edirne, Çanakkale and Balıkesir, reaching a total audience of more than 4,000. By now, the project has reached more than 30,000 audiences in a total of 29 cities. The Symphony on Campus will continue covering many more universities in the upcoming period.
CORPORATE SPONSORSHIPS
Euroleague Basketball Partnership In 2015, Doğuş Group joined Euroleague Basketball’s family of partners. The Group brought its strong commitments to the game of basketball, social wellbeing and corporate excellence to the forefront by partnering with the continent’s premier basketball competition. At the core of the partnership are mutual goals relating to corporate social responsibility as well as Pan-European and regional sponsorship for some of the Doğuş Group’s companies that will be part of both the Euroleague and Eurocup’s marketing partnership program. Much like Euroleague Basketball and its “One Team” program, Doğuş Group believes in using the power of basketball to engage communities. Its awardwinning “Stay in the Game” platform has seeded basketball in more than 30 communities throughout Turkey by establishing or refurbishing basketball courts. As part of the next step, Doğuş Group plans to open more than new courts in Turkey and to take this initiative to the rest of Europe through One Team.
International D-Marin Classical Music Festival Financial Literacy for Children: 3 Kumbara “3 Kumbara Financial Literacy Education Program” (3kumbara.org) aims to increase the consciousness about money management, savings and managing their budgets from an early age and indicate its role in human behavioral modeling. “3 Kumbara” is undertaken with the support of the Ministry of National Education of Turkey, the social enterprise Para Durumu and FODER (Financial Literacy and Inclusion Association). “3 Kumbara” incorporates a three-step awareness raising sustainability model of financial literacy, thereby also educating the parents and teachers of these children to ensure the progression of the program. Operation wise, a teacher from every city where the program offered is trained to become a “3 Kumbara” instructor. The program started with a pilot study in 2011, as a sixweek project with Lütfi Banat Elementary School where children were taught how to use and manage money. In the second phase, “3 Kumbara” engaged with 25,000 children in the pilot city Istanbul. In the 2nd and preparation phase following the initial pilot study both national and international programs as well as standards were analyzed by the Advisory Board, which consists of experts in their fields (psychologists, pedagogues, teachers etc.). This phase enabled the program to be revised and developed so that the content matches international standards.
Doğuş Kids Symphony Orchestra The Doğuş Kids Symphony Orchestra was established in 2006 as Turkey’s first national and permanent children’s symphony orchestra. The Orchestra is comprised of conservatory students between 11 and 18 years of age from different regions of Turkey, and introduces the wonder of symphonic music to Turkish children as performed by their peers. In 2015, Doğuş Kids Symphony Orchestra performed in Istanbul and Ankara within the scope of the National Sovereignty and Children’s Day events, reaching a total audience of 2,000. The proceeds of concerts have been donated to the Tohum Autism Foundation. So far, Doğuş Kids Symphony Orchestra has held 59 concerts in 3 countries and 22 cities, performing before more than 80,000 concert-goers. The orchestra will concentrate more on international concerts in the future. As in Turkey, it aims to make the modern voice of Turkish children be heard in international platforms. Doğuş Kids Symphony Orchestra was received the “Best Social Responsibility Project in Culture and Arts” Award at the ICSR (International Corporate Social Responsibility). Awards given by JCI (Junior Chamber International) in 2015.
In the 3rd phase, “3 Kumbara” started to spread throughout Turkey parallel to the ongoing education in Istanbul, initially engaging with 70,000 students in another 9 cities across all 7 regions of Turkey. By the end of 2015, “3 Kumbara” has rolled out to a total of 38 cities throughout Turkey engaging with 316,290 4th grade students. The aim is to reach 500,000 children as well as their teachers and parents in all 81 cities across Turkey.
Para Durumu
Financial Literacy for Women: İSMEK (Goal 20.000 Women)
Para Durumu, Turkey’s first private media and interaction-based financial literacy initiative, reaches out to the public via a multi-platform weekly TV show and a page in the most widely circulated national newspaper, Posta. Para Durumu is also published in the monthly women’s magazine, Elele, actively uses DOĞUŞ GROUP
CORPORATE SOCIAL RESPONSIBILITY
Doğuş Group had initiated a new personal finance education movement for women in 2012, cooperating with “Para Durumu” and with support of the Ministry of Family and Social Policies and
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Doğuş Group continues to provide support for the development of classical music, striving to ensure its access to a wider section of the population and help Turkish artists produce world-class pieces. Since 2005, Doğuş Group has been organizing the D-Marin Turgutreis International Classical Music Festival in Bodrum. This Festival highlights the support that is required for the development of diverse forms of music. In 2015, on its 11th anniversary, the Festival took place between August 15-19, hosted many gifted artists and well-known orchestras from Turkey and other countries, including Charles Dutoit, Denis Matsuev, Sarah Chang, Fazıl Say and more. The proceeds obtained from the Festival was once again donated to the Tohum Autism Foundation and Bodrum Health Foundation.
AYHAN ŞAHENK FOUNDATION The Festival has already constituted a loyal audience of its own, constantly increasing each year. Since 2005, the Festival has reached more than 180,000 audiences and held almost 3,800 artists within 89 concerts. The goal is to foster a growing interest in the festival in the years to come, thereby disseminating a taste for classical music in the general public and hosting international artists and orchestras more often in Turkey.
Ayhan Şahenk Foundation, established in 1992 by Doğuş Group’s founder and honorary president Ayhan Şahenk to contribute to the solution of social issues, has been carrying out activities, in line with his principles, that will lighten government’s burden in education, health, environment and sports, assist in satisfying the needs of the society, and provide social welfare to those in need.
Presidential Symphony Orchestra of Turkey - Symphony on Campus
Having identified children, who are the building blocks of our future as its target audience and having selected health and education as high priority topics for its activities, the foundation carried out its work also with this approach in 2015.
The Presidential Symphony Orchestra of Turkey, which was established in 1826, has been one of the few special orchestras in the world that has managed to survive to date. In 2007, Doğuş Group signed an agreement, with the Ministry of Culture and Tourism, to become the main sponsor of the orchestra. Then, Doğuş Holding initiated a new corporate sponsorship project in 2009: “Symphony on Campus.” For the last six years, Doğuş Holding have been taking the orchestra on a tour, covering state universities in Anatolian cities where the orchestra has never visited, to promote classical music among university students and regional communities.
DOĞUŞ GROUP
It also carried out maintenance, repair and renewal works at numerous schools in various regions of the country, and ensured that they commence the new academic year completely by meeting their equipment needs. As part of educational activities, it provided educational assistance by awarding scholarships to 261 students at various educational levels in total, including 255 local students and 6 students abroad.
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EDUCATION
Scholarships and Educational Assistances The foundation’s scholarships and educational assistances have been provided by means of corporate and personal conditional donations made to Ayhan Şahenk Foundation, particularly by Doğuş Group. Assistances have been allocated to those in need with conditions determined by the donators, and academic standing of students have been closely followed. In 2015, a total of 261 students from Turkey and abroad benefited from scholarships and educational assistances provided by the foundation.
School Renovations and Equipping The foundation’s work in education area has not been limited to construction of new schools; the foundation also carried out maintenance and repair activities and renovated numerous schools in various regions of the country, including those schools which were constructed previously by the foundation and handed over to the Ministry of Education, and ensured that they commence the new academic year completely by meeting their equipment needs.
Office Equipment Supply to Educational Institutions
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Among the office furniture donated to the Foundation by Garanti Bank Headquarters, 430 desks, 248 caissons and 731 cabinets have been distributed to schools in need through Istanbul Provincial Directorate for National Education and Esenyurt, Eyüp, Esenler and Sultanbeyli District Directorates for National Education. On the other hand, 14 desks, 64 cabinets, 33 coffee tables, 6 reception desks, 10 nightstands have been delivered to Niğde Provincial Directorate for National Education.
Şanlıurfa Direkli Ayhan Şahenk Technical and Industrial Vocational High School has been renovated, repaired, and maintained, and new tools and equipment required for improving its workshop facilities and for application studies were provided. Furthermore, a passenger car has been donated to the school management for performing external services needed by the school and dormitory.
HEALTH
Expenses relating to the year-end graduation ceremony at Eyyube Ayhan Şahenk Technical and Industrial Vocational High School, constructed in Şanlıurfa by the foundation, have also been covered.
Health projects, together with educational projects, are priority issues among the foundation’s primary goals and they constitute 13,08% of the expenses made through these goals.
Contributions made to Autistic Children Training Center in Van, which was previously constructed by the foundation, for covering fuel costs and electric utility subscription fee which were not paid due to insufficient funds.
“Mobile Health Work” project, started in 1997 with the aim of supporting health services provided by the government and provide primary care health service, have been ensured continuity since the first day and the total number of people who benefited from our general health services exceeded 474,000. 19,219 out of this total number were achieved in 2015. Apart from the mobile health works, numerous assistances have been provided to those in need and official health institutions within the bounds of possibility. 16,928 out of 19,219 people consist of children (88%) and the remaining 2,291 people consist of adults (12%). In 2015, the foundation’s mobile health vehicles spent 28 weeks in 14 elementary and secondary schools and 15 weeks at 6 neighborhood units for providing health services.
Ağrı Patnos Sağrıca Village Elementary School has been renovated, repaired and maintained, and equipped the school with new school desks and furniture, preparing it for the new educational year. Necessary renovation works have been carried out at Edirne Bayezid the 2nd Autistic Children Training Center, a special recreation room were built to help autistic children rest and relax. Interior equipment of the elementary school with 24 classrooms located in Soma 301 Housing Project have been provided by the foundation with the conditional donations provided by Doğuş Holding employees for supporting family members of those miners died during Soma mining accident.
DOĞUŞ GROUP
SOCIAL AIDS Social aid practices initiated by the foundation’s honorary president Ayhan Şahenk continued to perform without disruption in 2015 and more of our citizens were able to benefit from the aids provided with the help of conditional donations.
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BANKING AND FINANCIAL SERVICES
Dry food aid was delivered between 8-12 June 2015, before Ramadan, to 3,251 families in need which were determined in cooperation with Niğde Governorship and District Governorships. Among these aids, 3,000 packages were provided by Ayhan Şahenk Foundation and 251 packages were provided with the help of donators who supported the project with conditional donations.
Education The Teachers Academy Foundation (ÖRAV) was established by Garanti Bank in 2008 with the objective of contributing to the personal and professional development of teachers, who can help raise inquisitive, investigative, self-confident new generations aware of their personal and societal responsibilities, who recognize the importance of continuous personal development and are capable of owning the country’s cultural heritage.
Student clothing aid is another aid the foundation continued to provide within the scope of these practices. 900 out of 1,050 clothing aid bags provided to students in October as a Republic Day gift were obtained by the foundation, and the remaining 150 bags were provided by the donations of Doğuş Group employees.
ÖRAV, the first and the only civil society organization focusing on this area in Turkey, has engaged with 102,507 teachers by the end of 2015 with “Öğretmenin Sınırı Yok” (No Limits in Teaching), its debut project launched in May 2009.
Additionally, backpacks, coats, t-shirts and hats were sent to the students at Ağrı Patnos Sağrıca Village Elementary School, which was renovated by the foundation.
In parallel to the “Öğretmenin Sınırı Yok”, which is currently continuing under the name “Learning and Leading Teacher”, the Foundation has contributed to the development of 122,249 educators in 81 provinces through the platforms “High School Learning and Leading Teacher”, “Result Oriented Communications”, “The Chemistry of Teaching”, “Program for the Development of Education Executives”, “Unlabeled Education” and “Creative Child, Creative Mind”. Designed as a complementary platform for continuing education and information sharing, eKampüs website has 80,000 active registered users.
Necessary preparations were made before Ramadan to ensure that our fast-breaking meal, traditionally prepared in Hüdavent Hatun Hall in Niğde city center, is prepared in hygienic and healthy environments and that the guests are hosted in better conditions. Over 2,000 people were hosted by our fast-breaking meals where food prepared in extremely healthy conditions by a professional team from Istanbul. 60,192 people were hosted by fast-breaking meals; and families in need benefited from the food prepared for fast-breaking with their lunch boxes.
Garanti has become the main sponsor of the educational program “Math and Science Learning with Fun” developed by the Educational Volunteers of Turkey (in Turkish: TEGV) to improve primary school student’s math and science skills and problem solving capabilities.
ENVIRONMENT Annual spring and fall maintenances of “Ayhan Şahenk Love Forests” built by planting 550,000 saplings at various regions of the country have also been made regularly during the year, dead saplings have been replaced with new ones, and weeds are removed.
The program, which will be offered by TEGV volunteers, is anticipated to engage with 40,000 students in 37 cities at the end of 3 years.
20,000 saplings were planted to 6-hectar area at Meriç which was allocated to the foundation by Edirne Regional Directorate of Forestry as part of the protocol signed, increasing the number of saplings in all of our forests country-wide to 570,000, and Edirne joined Marmaris, Niğde, Bodrum and Ömerli, Alemdağ, Silivri regions of Istanbul with the new Ayhan Şahenk Love Forests, increasing the number of total forests to 7.
DOĞUŞ GROUP
With the support of Garanti, Tohum Autism Foundation set up a Continuous Education Unit in April 2015. The Unit works to help build on the capacities of Special Education Implementation Center teachers who will educate autistic individuals, teachers working at inclusive schools and subject matter teachers. Other activities of the Unit include planning family training programs, updating and maintaining the Foundation’s portal, and contributing to development of educational materials and methods.
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CORPORATE SOCIAL RESPONSIBILITY
Garanti is the main sponsor of the project “I Am Here as Well” launched by Genç Hayat Foundation in 2014 to support the recruitment of Girls’ Technical and Vocational High School teachers and students and their participation in social life. The project targets include raising awareness of gender equality, building on families’ knowledge regarding recruitment of young girls, and training the advisors working at institutions offering internship positions to students with respect to working with youngsters and providing feedback.
The festival gave approximately 85.000 children in fifteen cities with very limited access to cinema the opportunity to get familiar with the art of cinema.
Garanti has been a supporter of Toplum Gönüllüleri Vakfı (TOG-Community Volunteers Foundation), an initiative of change and transformation seeking to turn youthful energy into a positive benefit for the society and organizing youth to realize social responsibility projects on the basis of identified needs, ever since its establishment.
Garanti Bank supported installations encouraging artists to engage in an innovative exploration of ideas through a special exhibition at Istanbul Modern in 2015. Introduced by Istanbul Modern in collaboration with The Museum of Modern Art (MoMA) and MoMA PS1, the YAP Istanbul Modern: Young Architects Program is held biannually during the summer and offers young, emerging architects the opportunity to design a temporary installation in Istanbul Modern’s courtyard. The program’s aim is to encourage architects to come up with environmentally-friendly solutions and to explore innovative design ideas that would increase the possibilities of use in open-air spaces.
Since 2005, Garanti has been sponsoring the education program of Istanbul Modern, the one and only modern art museum in Turkey. The program is intended to foster creative and inquisitive individuals who are in touch with the arts. The number of children and youngsters given education under these programs exceeded 550,000 by the end of 2015.
Support to the Participation of People With Disabilities in Economic and Social Life In a bid to support the participation of people with disabilities in social life, Garanti began sponsoring women’s, men’s and junior National Wheelchair Basketball Teams, as well as Wheelchair Basketball Leagues from April 2013.
The corporate sponsor of the SAHA Association that aims to support contemporary art from Turkey, Garanti intends to improve the education and production infrastructure of artists, curators, art historians and critics, and to enhance their interactions with international networks.
The project “İşe Katıl Hayata Atıl” (Join the Workforce Join Life) was introduced in October 2014 under the patronage of the Ministry of Family and Social Policies and with the support of Garanti. Under the initiative aimed at increasing the employment of people with disabilities, 170 individuals with disabilities have been employed under guidance from their professional business coaches in Ankara and Sakarya in 2015. The project is in progress in Samsun, Gaziantep and Istanbul.
Environment Garanti has been the main sponsor of WWF-Turkey for 23 years with the slogan Garanti for Nature.
Entrepreneurship GarantiPartners program went live, through which we are targeting to support and accelerate early startups, SMEs and viable initiatives of any scale from any sector with the potential to attract investment and to grow. Combining the support of Garanti and the extensive knowledge of Boğaziçi University Alumni Association Business Angels (BUBA), the entrepreneurial platform is being instrumental in passing over not just capital, but also experience.
Support to Culture and Cultural Heritage Garanti reorganized the cultural institutions operating under its organization as an autonomous institution under the name SALT in 2011. Having received a total of 1,638,107 visitors from 2011 until year-end 2015, Salt Beyoğlu, Salt Galata and Salt Ulus hosted 67 exhibitions, 1,241 events in conjunction with the exhibitions, and 459 guided exhibition tours and workshops for students, and published 14 comprehensive publications.
12 Giants Men and Pixies of the Court
experience entrepreneurship by learning from their inspirational role models, taking part in various entrepreneurship activities and networking. After receiving 6,400 applications for the program in its debut year, Girvak attracted 30,000 applications in its second year.
Garanti has been the main sponsor of “12 Giant Men” (Turkish National Men’s Basketball Team) since 2001 and of “Pixies of the Court” (Turkish National Women’s Basketball Team) since 2005.
AUTOMOTIVE
Support for Women Entrepreneurs
Traffic is Life!
6,662 women were reached in 32 meetings held in 31 cities since 2008 until the end of 2015 within the frame of Women Entrepreneurs Meetings, a co-organization of Garanti and the Women Entrepreneurs Association of Turkey (in Turkish: KAGIDER) aiming to inform women entrepreneurs in basic topics. In an effort to support and encourage women entrepreneurship, Garanti organized Turkey’s Woman Entrepreneur Competition in cooperation with the Ekonomist magazine and KAGIDER for the ninth time. It has become the first Turkish bank to join WeConnect International, a global platform established to incorporate womenowned businesses in the supply chain. Through this platform, women entrepreneurs in the customer portfolio is aimed for further empowerment.
Doğuş Otomotiv meets the requirements of being a sustainable company and shapes its future with the strength it derives from its values and vision; a sense of responsibility towards its stakeholders and the society in general underlies its work. Guided by this sense of responsibility, our company aims to leave behind for future generations a world that is inhabitable socially, economically, and environmentally, and the “Traffic is Life!” platform helps it to preserve the value it has created in a sustainable manner for the future. Doğuş Otomotiv prioritizes not only getting successful financial and operational results with its sustainable and innovative solutions within the automotive value chain, but also carrying out corporate responsibility projects that create social value. Among these projects our company supports resolutely with the strength it derives from its expertise and experience in its business, “Traffic is Life!” commands a special place since the day it was started in 2004.
Garanti had also supported the W20 (Women 20) initiative formed under the Turkish term presidency of G20. The findings of the “Women Entrepreneurs Research” have been reported, which was sponsored by Garanti and coordinated by Prof. Yıldız Ecevit, the Head of the Women’s Studies Department at the Middle East Technical University. The objectives of the research included profiling women entrepreneurs, identifying issues, revealing expectations and demands, and determining support mechanisms available to women entrepreneurs.
“Traffic is Life!” aims to contribute to traffic safety, an issue that affects our daily lives, and create a positive traffic safety culture that will cover the behavior and habits of people of all ages in traffic. The platform continues with its awareness projects directed at a variety of target groups.
Traffic is Life for Our Employees
Launched in 2012 in collaboration with BUYEM (Boğaziçi University Lifelong Learning Center), the Women Entrepreneurs Executive School training program continued in the cities of Samsun, Bursa, Trabzon, Kocaeli and Hatay in 2015. A total of 300 women entrepreneurs successfully completed the program and received their certificates.
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Doğuş Otomotiv has built its sustainability strategy on being an exemplary corporate citizen, and initiated the cultural change in terms of traffic safety with its own employee. 2,320 Doğuş Group employees received a total of 9,557 hours of traffic safety instruction, learning in detail about defensive driving, risk analysis, safety systems in vehicles, tire control, and blind spots.
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Doğuş Otomotiv employees organized a “Traffic is Life!” workshop, and the projects they favored as pedestrians and drivers were collected. The workshop was a group work based on interactive communication, and five projects that emerged from it were carried out.
SPONSORSHIPS Garanti is the main sponsor of Entrepreneurship Foundation (in Turkish: Girvak) working to drive the culture of entrepreneurship and to encourage youth to consider entrepreneurship as a career alternative since 2014. Each year, the Foundation admits 40 university students aged 17-25 (20 women and 20 men) to the Fellow Program. The youngsters
Garanti has been co-organizing Turkey’s first children’s film festival, Garanti Children’s Movie Festival, with TURSAK (the Turkish Foundation of Cinema and Audio-Visual Culture) since 2004.
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CORPORATE SOCIAL RESPONSIBILITY
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Garanti Jazz Green Garanti has been sponsoring İKSV, the organizer of the Istanbul Jazz Festival, without interruption since 1997. With the aim of introducing jazz to a larger audience, Garanti also holds other concerts at the venues it supports under the brand “Garanti Jazz Green”.
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CORPORATE SOCIAL RESPONSIBILITY
Traffic is Life for Youth!
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‘I am learning Life’ education program which was processed with coordination World Health Organization in primary schools 3rd grade students, was implemented to 118 primary school students in Kocaeli by Dogus Otomotiv employees voluntarily.
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Traffic is Life Platform by organizing several outdoor activities for children took place in Ayhan Şahenk Foundation-Doğuş Festival.
“Traffic is Life!” attempts to raise the awareness young people, who constitute the major risk group in traffic accidents, and a number of projects are carried out in universities for this purpose. •
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The Traffic Safety Distance Learning program aims to protect young people, who are the future of societies and the main force that will induce a positive change in traffic culture, and to train them about traffic safety; the program has so far engaged with more than 15,000 students at 15 universities. The Council of Higher Education has included the distance learning program in its “elective social courses” category, thus making it the first corporate responsibility project to become part of the university SCORM system with traffic safety content. The Traffic Safety Distance Learning project has also received the “Jury Special Award” at the Golden Compass Public Relations Awards organized by the Turkish Public Relations Association (TÜHİD).
on the cell phone or due to excessive speeding, and received the Guerilla Activity Award at the Direct Marketing Awards and the Silver Apple award in the “Best Outdoor Activity” category at the Crystal Apple Awards. •
Field activities took the forefront in 2015 in order to spread the safe traffic culture with projects that combined awareness with practical tips. One of these was the exemplary collaboration concerning the use of seat belts, entitled “IDO – Fasten Up, Stay Alive.” The project involved information handouts and traffic safety experts offering mini instructions to drivers and passengers travelling over land during the Eid holidays. The project continued for a week at the Eskihisar and Yenihisar ferry landing areas, and 10,255 people received information on critical issues such as the correct angle of seat belts, the correct sitting position, and the correct angle of safety helmets.
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Besides conducting traffic safety projects that create value for all segments of society, we have also engaged in communication work to spread safe traffic culture throughout society and increase awareness concerning “Traffic is Life!” The radio announcement for the platform has been aired 3210 times in 2015.
Traffic is Life for Adults! •
The theoretical information imparted at the Traffic Safety Distance Learning program is reinforced with practical exercises, and the field activities the students engage in turn information into experience. “Traffic is Life!” has reached 12356 students at 10 universities in 10 cities with educational panel discussions, virtual reality driving simulations, and social media activity stands, which constitute various forms of awareness organizations.
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In November, a “Public Service Announcement Competition” was held as a project that would induce young people to think about problems and solutions about traffic safety. The screenplay winning the first place among entries by students will be shot by director Ömer Faruk Sorak and broadcast on TV in 2016 as a public service announcement. Among the jury members of the competition are Ömer Faruk Sorak, Elif Ergu-journalist, and Oğuz Periproducer. Entrants choose one of the following messages to write their creative screenplays: “don’t drive too fast,” don’t use your cell phone,” “put on your seat belt,” and “use a child seat”. The competition aims to emphasize once again the basic tenets of traffic safety.
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Traffic is Life for Children Traffic is Life! perform children traffic safety awareness activities which play crucial feature of the beginning of the project and provide more qualified implementations for future adults. DOĞUŞ GROUP
CORPORATE SOCIAL RESPONSIBILITY
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“Traffic is Life!” was represented at the 15th Istanbul Autoshow Automobile Fair in 2015. Held at TÜYAP, the stand informed visitors for 10 days, offering them the opportunity to drive a car simulation, which used the interior of a real car, for 2.5 minutes each. Contestants earned points for their correct decisions concerning topics vital for traffic safety such as excessive speed, using cell phones, following distance, and red light violation; the highest scoring four contestants received advanced driving training at Istanbul Park. The safe driving simulation created as a virtual reality application reached 990 people. “Traffic is Life!” collaborated with public institutions and private corporations throughout 2015; public instruction was organized in Mardin with the collaboration of the police department and the governor’s office, where 257 participants including high-level protocol members and public servants received instruction concerning the use of seat belts in front and back seats, breaking distance on wet roads, and excessive speeding. In addition, a new awareness action was implemented in 2015 concerning cell phone use, recently one of the leading causes of traffic accidents. Research shows that most of the accidents that occur on crossings and intersections are caused by drivers talking on their cell phones; as a result, “Traffic is Life!” organized a campaign entitled “Missed Signs” in order to raise awareness on this issue. Seferihisar, İzmir, where most of the traffic accidents occur because of cell phones being used while driving, was chosen as the pilot region for this campaign. The “Missed Signs” project, which was carried out with the collaboration of the Sustainable Transportation Association and the Seferihisar Municipality, aimed at drawing attention to traffic signs missed while speaking
2015 ANNUAL REPORT
•
Doğuş Construction believes that it is a crucial responsibility to inform the society especially the families with genetic load about early diagnosis of diabetes in order to prevent and fight against this health problem. With this perspective, the Company continues to support the construction of “Şile Diabetes Education and Life Village” which will be the largest diabetes education in Doğancılar Village is allocated to the Turkish Diabetes Foundation by the Ministry of Treasure. The project is developed as a holiday village concept on an area of 18,000 m² and with a construction area of 5,814 m². Annually, it is planned to give education on diabetes to 5,000 children, youngsters and adults in this camp that includes accommodation units, an administrative building, a conference and meeting hall with an area of 1,714 m², 784 m² restaurant with a 184 seating, swimming pool, car park, playfield as well as an open air theatre.
•
Doğuş Construction collaborated with the Construction Club of Boğaziçi University in their project named “2014-2015 Our Primary School Project” in order to meet the needs of schools which have unsuitable conditions and limited means for education and training. Within the scope of the project; the Company provided iron ve construction materials for the reconstruction of Yazıbeydilli Village School located in Kahta District of Adıyaman. The school which was about to collapse, become unuseable and evacuated due its bad condition which will not enable it to survive through the winter, 4 classrooms are rebuilt. One of the classrooms is named in memoriam of “Doğuş Construction”. This project, which aims to construct new schools in the regions where education is conducted under harsh conditions not only helped the effective utilization of the schools, but also mainstreamed social responsibility awareness among university students and laid the foundation for constructing responsive attitude towards social problems.
•
One of Doğuş Construction’s important missions is to make investments on future generations and spread its sectoral knowledge to young engineer candidates. For this purpose, the Company not only continues to organize technical site visits to its active construction sites but also participate in a series of university conferences and panels.
•
Doğuş Construction continues to implement its fourth metro project in Istanbul besides to
Many applications have been implemented for the target groups of “Traffic is Life!” with children and the youth leading the many different social segments. Traffic accidents kill thousands of people and create extensive material damage, and they cannot be prevented only with rules and prohibitions; it thus becomes imperative to use instruction and effective media communication to create a long-term cultural change and make “Traffic is Life!” sustainable. “Traffic is Life!” will continue its work to create traffic safety awareness in society and add value to individual lives.
CONSTRUCTION With an approach to sustainable development, Doğuş Construction believes raising awareness on human rights, labor, environment and anticorruption shall make a great difference not only in local communities, but also in any location around the world. With this perspective, the projects Doğuş Construction continues to bring into action in 2015 are:
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CORPORATE SOCIAL RESPONSIBILITY
Taksim-Şişli, Kadıköy-Kartal, Otogar-KirazlıBaşakşehir. This metro line includes 16 stations, double line tube tunnel with a length of 20 km. This metro line has a route that extends on west-east axis in a way to include the districts of Üsküdar, Ümraniye, Çekmeköy and Sancaktepe. The construction of this metro line that commenced in 2012, is a very crucial project that will make great contribution to Istanbul’s transportation network due to its integration to Marmaray and Metrobus lines as well as to Bostancı Metro Line. In metro line rail systems, high-tech driverless vehicles will be employed as well as platform isolator door systems in each station, besides facilities for handicapped such as lifts and walking platforms. While implementing a project that will enable 700,000 inhabitants to travel every day without being stuck in traffic, Doğuş Construction has undertaken necessary measures and responsibilities in order not to bring life to a halt in the heart of the city. •
•
•
bringing about some of the most exclusive artistic events ever held in Istanbul, and elevated the level of the city’s artistic life.
Doğuş Construction implements Quality, Occupational Health and Safety and Environmental Management Systems that are certified with ISO 9001:2008, ISO14001:2004 and OHSAS 18001:2007 standards by LRQA (Lloyd’s Register Quality Assurance). They are constituted in a way to include the Headquarters Organization and all of its sites.
At the same time NTV supported Istanbul Film Festival as “theme sponsor with the highest contribution” in the name of “Documentary Time with NTV”. These films handle themes as diverse as refugees, social crises, cinema, politics, history, capitalism, war, urban transformation and repression, and engage with social transformations to present reality with a unique and striking stylistic approach.
Doğuş Construction’s integrated management system establishes the requirements for all of its activities and operations and ensures high service quality offered by Doğuş Construction to its Employers. Also, both local and international occupational health, safety and environmental requirements are meticulously applied in every phase of the construction works. Accordingly, employees are continuously provided with training courses to keep up with the changing requirements in the areas of integrated management system.
•
Technical and administrative support as per the project management activities had been given for the construction of “Ayvalık Cultural Center” which is undertaken by Doğuş Holding.
•
Technical and administrative support as per the project management activities had been given for the construction of “Niğde University Livestock Farming Research & Development Center”, a development project undertaken by Doğuş Holding. Within this project poultry husbandry, bovine breeding and beekeeplig research and development processes are to be experienced by the students of Niğde University.
•
Technical and administrative support as per the project management activities had been given for the construction of “Göbeklitepe Archaeological Site”, a project undertaken by Doğuş Holding. Within this project a global visitor center comprising basic needs and a broad experience is aimed to be provided.
Dialogue in The Dark NTV and NTV Radio supported Dialogue in the Dark exhibition as media sponsors. In the exhibition visitors are led by blind guides in groups through specially constructed dark rooms in which scent, sound, wind, temperature and texture convey the characteristics of daily environments. The concept has been proved quite effective. Over the last twenty years Dialogue in the Dark has been presented in more than 30 countries and 130 cities throughout the world since its opening in 1988. More than 7,000,000 visitors worldwide have experienced Dialogue in the Dark and thousands of blind guides and trainers have found employment through Dialogue in the Dark.
REAL ESTATE
MEDIA Doğuş Media Group with its publications and dedicated projects puts forward concrete examples of its approach on corporate social responsibility, an important part of its corporate identity. The group by supporting various projects on environment, education, health, and culture- arts and working with civil society organizations, state and local authorities aims to fulfill its intermediate role for the good of society. Some of the projects and NGOs supported in 2015 were, TEGV, UNICEF, TURMEPA and Wings for Life.
Information regarding the works is provided to other concerned parties via project website and light boards available at site entrances. The Company introduces the project to visitors with an introductory film and brochures, and provides information on the issues that concerns the inhabitants. Soil movements are monitored regularly on and below the surface in order to minimize environmental effects, also relative measurements on gas, noise, dust are made and necessary measures are taken. Not only washing pools are placed at the entrance and exit points of the sites in order to wash vehicles’ wheels but also surrounding roads are washed and cleaned regularly by street washers. Water used at the sites is filtered by means of holding tanks, cleaned before being transferred to the sewage system. Hazardous wastes such as chemical materials, used motor oil and batteries are collected and disposed of in hazardous waste collection centers. Also, wastes such as paper and boxes are delivered to recycling plants. DOĞUŞ GROUP
INTEGRATED MANAGEMENT SYSTEM (Quality, Occupational Health & Safety and Environmental Management Systems)
Doğuş Construction’s Quality, Occupational Health and Safety and Environmental Management Systems are combined and managed as an Integrated Management System.
By changing the construction methods at sections where station construction works and roads are intersected, necessary measures are taken to release the roads that are blocked due to traffic. Information meetings are held with inhabitants prior to the commencement of road closing works and they are notified via brochures and posters about the works that will be performed.
CORPORATE SOCIAL RESPONSIBILITY
Istanbul Foundation for Culture and Arts (İKSV)
Doğuş Real Estate intends to contribute to the social, cultural, artistic and economic development of communities in which it operates. The company has been implementing several community engagement programs to achieve this. The major programs are; •
Technical and administrative support as per the project development and management activities had been given to “Darülaceze Okmeydanı Visitor Center” project undertaken by Doğuş Holding. It is aimed to provide sustainable opportunities for the elders to have an active life and join society.
•
Technical and administrative support as per the project management activities had been given for the construction of “Soma Housing & Misc. Facilities Complex” undertaken by Doğuş Holding. Within the scope of the project a living complex comprising 304 apartment flats, a mosque and a school is planned to be constructed.
•
Technical and administrative support as per the project management activities had been given for the construction of “Recep Tayyip Erdoğan University Faculty” undertaken by Doğuş Holding.
NTV, NTV Radio, National Geographic, Vogue, GQ and CT Traveller supported Istanbul Music Festival, Istanbul Film Festival, Istanbul Theatre Festival, Istanbul Jazz Festival, Istanbul Biennial, Istanbul Design Biennial as media sponsors. İKSV was the first foundation to establish the concept of sponsoring cultural and artistic events in Turkey. With their attitude of social responsibility and a sense of belonging to this city, İKSV event sponsors have contributed toward successfully
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Doğuş Holdİng Anonİm Şİrketİ And Its Subsidiaries Consolidated Financial Statements As at and for the Year Ended 31 December 2015 With Independent Auditor’s Report
Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik Anonim Şirketi 31 March 2016 This report includes 1 page of independent auditor’s report and 125 pages of consolidated financial statements together with their explanatory notes and 5 pages of supplementary information.
Adr: Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. Kavacık Rüzgarlı Bahçe Mah. Kavak Sok. No: 29 Beykoz 34805 İstanbul
Telephone : +90 216 681 90 00 Fax : +90 216 681 90 90 Internet : www.kpmg.com.tr
Independent Auditor’s Report To the Board of Directors of Doğuş Holding Anonim Şirketi We have audited the accompanying consolidated financial statements of Doğuş Holding Anonim Şirketi and its subsidiaries (“the Group”), which comprise the consolidated statement of financial position as at 31 December 2015, the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
Table of Contents Independent Auditor’s Report Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Appendix: Supplementary Information - Convenience Translation to US Dollar
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2015, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards. Other Matter Our audit was made for the purpose of forming an opinion on the consolidated financial statements taken as whole. The supplementary information included in Appendix I is presented for the purposes of additional analysis and is not a required part of the basic consolidated financial statements. The US Dollar amounts presented in Appendix I are solely for the convenience of the reader as additional analysis and have not been subjected to the audit procedures applied in the audit of the basic consolidated financial statements. Accordingly, we do not express an opinion on this supplementary information. Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. A member of KPMG International Cooperative Hakan Ölekli Partner 31 March 2016 İstanbul, TÜRKİYE
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DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
As at 31 December 2015 Consolidated Statement of Financial Position (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
As at 31 December 2015 Consolidated Statement of Financial Position (continued) (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes
31 December 2015
Notes
31 December 2014
31 December 2015
31 December 2014
LIABILITIES
ASSETS
Current liabilities: Current assets: Cash and cash equivalents
14
2.397.242
1.683.888
Other investments, including derivatives
15
84
84
17
2.576.864
1.762.706
38
828.707
585.190
1.748.157
1.177.516
Trade receivables -Due from related parties -Due from third parties Inventories
18
1.466.955
755.233
Prepayments
28
209.353
160.584
Other current assets
28
762.162
427.720
7.412.660
4.790.215
77.530
4.271.948
7.490.190
9.062.163
Subtotal
Assets held for sale
23
Total current assets
Short term loans and borrowings
25
2.249.951
1.312.025
Short term portion of long term loans and borrowings
25
1.928.622
1.756.739
Other financial liabilities Trade payables
17
-Due to related parties
38
-Due to third parties
-Due from related parties
17
205.475
214.845
38
--
--
205.475
214.845
-Due from third parties Other investments, including derivatives
15
158.486
108.399
Investments in equity accounted investees
16
4.929.207
3.976.954
Investment property
19
5.494.098
4.384.644
Property and equipment
20
7.485.773
6.113.610
Intangible assets and goodwill
21
2.433.687
2.099.004
908.232
914.591
1.525.455
1.184.413
-Goodwill -Intangible assets
857.444
47.031
9.913
1.400.019
847.531
Current tax liabilities
22
10.708
12.255
27
131.178
122.218
38.338
31.312
-Employee benefits -Other provisions Other current liabilities
30
Total current liabilities
92.840
90.906
468.433
834.097
6.235.942
4.910.213
Non-current liabilities: Loans and borrowings
25
10.239.746
9.538.763
Trade payables
17
340
20.793
--
--
340
20.793
111.141
88.386
- Employee benefits
85.559
65.563
- Other provisions
25.582
22.823
-Due to third parties
Trade receivables
15.435
1.447.050
Provisions
-Due to related parties Non-current assets:
--
Provisions
27
Deferred tax liabilities
22
386.695
468.960
Other non-current liabilities
31
672.118
469.123
Total non-current liabilities
11.410.040
10.586.025
TOTAL LIABILITIES
17.645.982
15.496.238
856.027
856.027
EQUITY Equity attributable to owners of the Company:
Prepayments
29
388.946
171.998
Share capital
Deferred tax assets
22
234.881
323.373
Adjustments to share capital
1.510.464
1.510.464
399.011
Capital stock held by subsidiaries (-)
(94.531)
(94.531)
Share premium
167.384
167.384
2.258.623
1.550.697
256.006
196.892
Restricted reserves
2.723.377
2.851.559
Retained earnings
3.748.436
3.527.312
(Loss) / profit for the year
(432.841)
60.739
10.992.945
10.626.543
Other non-current assets
590.498
29
Total non-current assets
21.921.051
17.791.838
TOTAL ASSETS
29.411.241
26.854.001
Other comprehensive income items that will never be classified to profit or loss Other comprehensive income items that are or may be classified to profit or loss
Total equity attributable to owners of the Company
32
Non-controlling interests Şahenk family
170.344
165.233
Other
601.970
565.987
772.314
731.220
TOTAL EQUITY
11.765.259
11.357.763
TOTAL EQUITY AND LIABILITIES
29.411.241
26.854.001
Total non-controlling interests
The accompanying notes form an integral part of these consolidated financial statements.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
32
The accompanying notes form an integral part of these consolidated financial statements.
DOĞUŞ GROUP
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DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2015 (continued) (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes
31 December 2015
31 December 2014
PROFIT OR LOSS
Notes
31 December 2015
31 December 2014
790.451
317.806
OTHER COMPREHENSIVE INCOME
Revenue
6
14.782.598
10.372.853
Cost of sales (-)
7
(13.263.399)
(9.187.437)
1.519.199
1.185.416
Gross profit
Administrative expenses (-)
8
(1.184.205)
(886.260)
Selling, marketing and distribution expenses (-)
8
(462.147)
(395.275)
Other operating income
12
577.045
410.062
Other operating expenses (-)
12
(247.553)
(233.498)
Share of profit of equity accounted investees
16
223.991
946.800
426.330
1.027.245
Operating profit
Items that will not be reclassified to profit or loss:
Revaluation of property and equipment
32
468.524
306.811
Remeasurements of defined benefit liability
27
(808)
3.447
22
(23.264)
(16.030)
16
345.999
23.578
94.046
187.864
Tax on items that will not be reclassified to profit or loss: - Deferred tax
Other comprehensive income from equity accounted investees, net of tax Items that are or may be reclassified to profit or loss: Foreign currency translation differences for foreign operations
77.345
11.842
Changes in fair value of available for sale financial assets
3.045
910
9.962
(9.961)
(140.052)
25.816
Gains from investing activities
9
1.317.379
28.333
Effective portion of changes in fair value of cash flow hedges
Losses from investing activities (-)
9
(8.230)
(9.479)
Net investment hedge for foreign operations
32
Tax on items that are or may be reclassified to profit or loss: Profit before net finance cost
1.735.479
1.046.099
Finance income
10
829.634
316.648
Finance cost (-)
11
(2.845.637)
(1.067.243)
(280.524)
295.504
(Loss) / profit before tax
Tax income (expense) / income - Current tax expense
22
(106.378)
(49.881)
- Deferred tax (expense) / income
22
25.098
(121.887)
(361.804)
123.736
- Current tax
22
28.010
(5.163)
- Deferred tax
22
(1.992)
1.992
16
117.728
162.428
OTHER COMPREHENSIVE INCOME
884.497
505.670
TOTAL COMPREHENSIVE INCOME
522.693
629.406
Other comprehensive income from equity accounted investees, net of tax
Total comprehensive income attributable to:
Non-controlling interests (Loss) / profit for the year Profit attributable to: Non-controlling interests
32
71.037
62.997
- Şahenk family
23.793
25.665
- Other
47.244
37.332
(432.841)
60.739
(361.804)
123.736
(0,51)
0,07
Owners of the Company Net (loss) / profit for the period
Earnings per share (Full TL)
13
The accompanying notes form an integral part of these consolidated financial statements.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
64.862
88.615
- Şahenk Family
23.979
27.843
- Other
40.883
60.772
Owners of the Company
The accompanying notes form an integral part of these consolidated financial statements.
DOĞUŞ GROUP
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2015 ANNUAL REPORT
457.831
540.791
522.693
629.406
(425)
50.262
(28.424)
(425)
46.896
--
(28.424)
90.932
11.765.259
90.932
(61.027)
--
(122.400)
--
772.314
--
(33.422)
--
522.693
(71.720) (71.720)
11.357.763
5.081 --
64.862
80.024 80.024
731.220
7.222 7.222
--
99.622 99.622
11.357.763
(295) (470)
--
3.114 32.149
731.220
629.406
(538.409) (61.938)
11.071.998
88.615
Notes
--
10.992.945 (432.841)
(60.739) 189.610
3.748.436 2.723.377
(128.871)
Provision for and reversal of employee severance indemnity, net Warranty provision Other provisions
411.752
267.192
(9.498)
(26.188)
26.2
35.568
20.534
5
75.486 11.211
59.908 7.338
5
88.520
(5.972)
Fair value change in investment property
19
(393.687)
(162.013)
Loss on write-off of property and equipment
5
42.441
Taxation
22
81.280
171.768
Share of profit of equity accounted investees
16
(223.991)
(946.800)
(Gain) / loss on sale of subsidiaries
9
(109.459)
2.719
Loss on sale of associates
9
Bargain purchase gain recognised on acquisition
36
Foreign currency differences of loans and borrowings, net
10,11
Other investing and financing activities
---
--
--
460
--
(18.311)
9.199
(24.565)
1.333.862
305.804 15.435
(206.550)
(180.142)
Trade receivables
(748.538)
(356.741)
Inventories
(709.980)
(79.597)
Other assets and liabilities Cash flows from operations
459.059
132.630
(925.368)
(190.010)
Dividends received from equity accounted investees
16
195.271
127.883
Contribution to share capital increase of equity accounted investees
16
(144.653)
(81.681)
Purchase of equity accounted investees
16
(293.774)
(172.776)
Proceeds from sale of equity accounted investees
16
5.356.381
1.460
(17.948)
(8.014)
(73.410)
(60.347)
Employee severance indemnity paid
26.2 17
Taxes paid The accompanying notes form an integral part of these consolidated financial statements.
(1.193.298)
--
Foreign currency differences of cash and cash equivalents, net Change in working capital
481.867 2.270.258
---
167.384 (94.531)
---
1.510.464 856.027
-Transfers
Balances at 31 December 2015
-----
------
-Capital injection and establishment of subsidiaries
Sale of shares of subsidiary
-----Adjustment of goodwill previously recognised as provisional
-----Acquisition of non-controlling interests through business combinations (Note 36)
-----Change in non-controlling interests in consolidated subsidiaries without a change in control
(18.345)
(71.176) --
---
---
---
-Sale of shares of joint venture
Transfer of depreciation
-----Dividends paid
1.565.559
794.220 --
167.384 (94.531)
---
1.510.464 856.027
-Total comprehensive income
Balances at 1 January 2015
--
1.565.559 167.384
---
(94.531) 1.510.464
---
856.027 Balances at 31 December 2014
Transfers
-----Change in equity of joint ventures (Note 16)
---
--
--
--
-----Adjustment of goodwill previously recognised as provisional (Note 36)
------
(25.762) ----Sale of shares of subsidiary
Acquisition of non-controlling interests through business combinations
3.652 ----Change in non-controlling interests in consolidated subsidiaries without a change in control
-----Dividends paid
268.416 ---
123.736
5
Gain on sales of property and equipment
(11.635)
---
---
---
---
---
--
(52.234) --
--
---
289.792
244.309 3.227
(14.862)
289.792 --
(14.862)
---
---
---
---
---
19 --
---
24.243 (6.120)
265.530 (8.742) 1.319.253 167.384 (94.531) 1.510.464
--Total comprehensive income
Capital injection and establishment of subsidiaries
2015 ANNUAL REPORT
(361.804)
Interest expense
Recoveries from doubtful receivables
168
31 December 2014
20,21
Gain on sale of subsidiary / joint venture
(188.284)
---
Impairment loss on property and equipment
(37.577)
3.366 -3.366 ----
-------
-------
-------
(61.373) -(61.373) ----
(33.422)
---
-71.176
18.345 --
-31.424
---
---
(12.612)
---
--
457.831
--
10.626.543 60.739
(432.841) --
3.527.312 2.851.559
689 (111.205)
(108.503) 15.603
(40.568)
--
60.739
10.626.543
(127.591) 506.942
3.527.312 2.851.559
(379.351) ---
(108.503)
5.081 --
--
----
15.603
5.081
---
-------
-------
175 -26.970 (1.033) ---
(29.035) 1
51
--
(32.758)
--
(476.471) (350.339) (126.132) ---
540.791 60.739 140.635
20.997
(659)
32.540
10.586.002 127.591 3.338.876 3.358.734 (129.551) (125.033)
Depreciation and amortisation
Warranty expense paid
DOĞUŞ GROUP
31 December 2015
A. Cash flows from operating activities
Trade payables
856.027
Total equity
Consolidated Statement of Cash Flows For the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
(Loss) / profit for the year Adjustments for
Balances at 1 January 2014
Paid-in capital
Capital stock Adjustment to held by share capital subsidiaries
Share premium
Revaluation surplus
Remeasurements of defined benefit liability
Translation reserve
Fair value reserve for available for sale financial assets
Hedging reserve
Restricted reserves
Retained earnings
Total equity attributable to owners Net profit/ of the Non-controlling (loss) for the Company interests period
Retained earnings Other comprehensive income that are or may be classified to profit or loss Other comprehensive income that will never be classified to profit or loss
Consolidated Statement of Changes in Equity For the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
485.996
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
22.2
Proceeds from sale of investment property Acquisition of investment property Cash flows provided from / (used in) operating activities
298
3.584
(79.915)
(43.596)
--
2.287
19
(176.399) 2.432.056
(1.641.040) (2.755.055)
164.335
77.397
36
(320.034)
(268.114)
B. Cash flows from investing activities Proceeds from sales of subsidiaries Acquisition of subsidiaries Proceeds from sale of property and equipment and intangible assets Acquisition of property and equipment and intangible assets Cash flows provided from / (used in) investing activities
162.511
125.962
(949.956) (943.144)
(1.029.906) (1.094.661)
151.419
4.458.055
C. Cash flows from financing activities Change in loans and borrowings, net Change in non-controlling interests in consolidated subsidiaries without a change in control Interest paid
(122.400)
3.114
(693.710)
(505.209)
Dividends paid Cash flows from financing activities
(317.417) (982.108)
(292.762) 3.663.198
Net increase / (decrease) in cash and cash equivalents before the effects of foreign currency differences (A+B+C)
506.804
(186.518)
D. Effects of foreign currency differences on cash and cash equivalents
206.550
180.142
Net increase / (decrease) in cash and cash equivalents (A+B+C+D)
713.354
(6.376)
E. Cash and cash equivalents at 1 January
14
1.683.888
1.690.264
Cash and cash equivalents at 31 December (A+B+C+D+E)
14
2.397.242
1.683.888
The accompanying notes form an integral part of these consolidated financial statements. DOĞUŞ GROUP
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DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
1 Reporting entity
Notes to Consolidated Financial Statements Notes
Description
Pages
1
Reporting entity
171
2
Basis of accounting
181
3
Functional and presentation currency
181
4
Use of estimates and judgments
181
5
Operating segments
184
6
Revenue
190
7
Cost of sales
190
8
Administrative, selling, marketing and distribution expenses
191
9
Gains and losses from investing activities
191
10
Finance income
192
11
Finance cost
192
12
Other operating income and expenses
192
13
Earnings per share
193
14
Cash and cash equivalents
193
15
Other investments, including derivatives
193
16
Investments in equity accounted investees
194
17
Trade receivables and trade payables
199
18
Inventories
201
19
Investment property
201
20
Property and equipment
203
21
Intangible assets and goodwill
205
22
Taxation
213
23
Assets held for sale
217
24
Due from/due to customers for contract work
218
25
Loans and borrowings
218
26
Commitments and contingencies
220
27
Provisions
221
28
Other current assets and prepayments
223
29
Other non-current assets and prepayments
223
30
Other current liabilities
223
31
Other non-current liabilities
223
32
Capital and reserves
224
33
Financial instruments – Fair values and risk management
226
34
Group enterprises
237
35
Significant events
246
36
Acquisition of subsidiaries and non-controlling interests
248
37
Interests in other entities
259
38
Related party disclosures
259
39
Subsequent events
262
40
Basis of measurement
262
41
Changes in accounting policies and reclassifications
262
42
Significant accounting policies
263
Doğuş Holding Anonim Şirketi (“Doğuş Holding” or “the Company”) was established in 1975 to invest in and coordinate the activities of companies operating in different industries, including banking and finance, automotive, construction, tourism, media, real estate, energy, food and beverage and entertainment and is registered in Turkey. Doğuş Holding is owned and managed by the members of Şahenk Family. As at 31 December 2015, the principal shareholders and their respective shareholding rates in Doğuş Holding are stated in note 32. The address of the registered office of Doğuş Holding is as follows: Huzur Mahallesi Ayazağa Caddesi, No: 2 34396 Sarıyer / İstanbul-Turkey As at 31 December 2015, Doğuş Holding has 181 (31 December 2014: 163) subsidiaries (“the Subsidiaries”), 60 (31 December 2014: 83) joint arrangements (“the Joint Arrangements”) and 42 (31 December 2014: 17) associates (“the Associates”) (referred to as “the Group” or “Doğuş Group” herein and after). The consolidated financial statements of Doğuş Group as at and for the year ended 31 December 2015 comprises Doğuş Holding and its subsidiaries and the Group’s interest in associates and joint arrangements. As explained in more detail in this note, Doğuş Holding holds controlling interest directly or indirectly via other companies owned and/or exercising the control over the voting rights of the shares held by the members of Şahenk Family, in all its subsidiaries included in the Group. The Group operates partnerships and has distribution, management and franchise agreements with internationally recognised brand names, such as Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”), Volkswagen AG, Volkswagen Financial Services AG, Audi AG, Dr.Ing.h.c. F.Porsche Aktiengesellshaft, Bentley Motors Limited, Seat SA, Scania CV AB, F.X. Meiller Fahrzeug&Maschinenfabrik-GMBH&Co KG, Automobili Lamborghini S.p.A., Thermo King, Hyatt International Ltd., HMS International Hotel GMBH, Soho House, Eden Rock St. Barths, Chenot, Bodyism, Crate and Barrel, Messika Group S.A, Emporio Armani, Gucci, Loro Piana, Arnold&Son S.A. Porsche Design, Capritouch, Armani Jeans, Giorgio Armani, Armani Junior, Kiko, Under Armour, Hublot, Arnold&Son S.A., Bell and Ross, M Missoni, HYT, Döttling, Condé Nast (“Vogue-GQ-Traveller”), National Geographic Society (“NG-NG Kids”), Curtco Robb Media LLC (“Robb Report”), Armani Ristorante, Toms Deli, Tom’s Kitchen, Kitchenette, Zuma, Roka, Mezzaluna, Mezzaluna Express, Coya, Oblix, La Petite Maison and L’Atelier. The number of employees of the Group at 31 December 2015 is approximately 44.744 (31 December 2014: 40.738). As explained in more detail in note 5, The Group is organised mainly in Turkey under 8 core operating segments: • • • • • •
Banking and finance Construction Automotive Tourism and Services Media Others (Energy, Real Estate, Food & Beverage and Entertainment and Others)
Appendix: Supplementary information
DOĞUŞ GROUP
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Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
1 Reporting entity (continued)
1 Reporting entity (continued)
The subsidiaries, the joint ventures, joint operations and the associates included in the consolidation scope of Doğuş Holding, their country of incorporation, nature of business and their respective operating segments are as follows:
1.2 Entities in construction segment
1.1 Entities in banking and finance segment
Subsidiaries
Below entities are first consolidated under Türkiye Garanti Bankası A.Ş. (“Garanti Bank”); then equity-accounted under the Group in accordance with IAS 28 “Investments in Associates and Joint Ventures”. Associates
The Netherlands
Doğuş EOOD
Construction
Bulgaria
Doğuş İnşaat
Construction
Turkey
Doğuş İnşaat Limited (Ukraine) (“Doğuş İnşaat Limited”)
Construction
Ukraine
Dogus Oman LLC
Construction
Oman
Civil engineering
Turkey
Nature of business
Country of incorporation
Banking
Turkey The Netherlands
Garanti Bank Moscow (“GB Moscow”)
Banking
Russia
Garanti Bank S.A.
Banking
Romania
IT services
Turkey
Special purpose entity for securitisation transaction
Turkey
Life insurance
Turkey
Factoring
Turkey
Fleet management, insurance
Turkey
Fleet management
Turkey
Garanti Filo Yönetimi Hizmetleri A.Ş. (“Garanti Filo”) (1) Garanti Finansal Kiralama A.Ş. (“Garanti Leasing”) Garanti Hizmet Yönetimi Organizasyon ve Danışmanlık A.Ş. (2) (“Garanti Hizmet”)
Construction
Turkey
Doğuş Gülsan Adi Ort. (“Kazakistan”)
Construction
Kazakhistan
Doğuş Gülsan Adi Ort. (“Kömürhan”)
Construction
Turkey
Doğuş Polat Adi Ortaklığı (“Doğuş Polat”)
Construction
Turkey
Doğuş YDA Adi Ortaklığı (“Doğuş YDA”)
Construction
Turkey
Gülermak-Doğuş Adi Ortaklığı (“Gülermak Doğuş”)
Construction
Turkey
Turkey
Kazakhistan Joint Venture (“Doğuş Prestige”)
Construction
Kazakhistan
Holding company
The Netherlands
Yapı Merkezi-Doğuş-Yüksel-Yenigün-Belen Adi Ortaklığı (“YMDYYB”)
Construction
Turkey
Mortgage marketing
Turkey
1.3 Entities in automotive segment Below entities are first consolidated under Doğuş Otomotiv Servis ve Ticaret A.Ş. (“DOAŞ”); then consolidated under the Group.
Cultural activities
Turkey
Credit card operational services
Turkey
Fund management
Turkey
Garanti Yatırım Menkul Kıymetler A.Ş. (“Garanti Yatırım”)
Brokerage and investment banking
Turkey
Garanti Yatırım Ortaklığı A.Ş. (“Garanti Yatırım Ortaklığı”)
Portfolio management
Turkey
Leasing
Romania
Consumer finance
Romania
Special purpose entity for securitisation transaction
Turkey
Real estate investment
Romania
(2)
Garanti Portföy Yönetimi A.Ş. (“Garanti Portföy”)
Motoractive IFN S.A. (“Motoractive”) Ralfi IFN S.A. (“Ralfi”)
Trifoi Real Estate Company
Doğuş Alarko YDA İnşaat (“Doğuş Alarko”)
Turkey
(2)
RPV Company
Joint operations
Leasing
Garanti Konut Finansmanı Danışmanlık Hizmetleri A.Ş. (2) (“Garanti Konut”)
Garanti Ödeme Sistemleri A.Ş. (“GÖSAŞ”)
Teknik Mühendislik ve Müşavirlik A.Ş. (“Teknik Mühendislik”)
Service activities for fund management and operations
Garanti Holding B.V.
Garanti Kültür A.Ş. (“Garanti Kültür”)
Ukraine Qatar
Banking
Garanti Filo Sigorta Aracılık Hizmetleri A.Ş. (“Garanti Filo Sigorta”) (1)
A non-operating company
Morocco
Garanti Bank
Garanti Faktoring Hizmetleri A.Ş. (“Garanti Faktoring”)
Ayson Sondaj Limited Ukraine (“Ayson Sondaj”)
Construction
Finance
Garanti Emeklilik ve Hayat A.Ş. (“GEHAŞ”)
Turkey
Construction
Garanti Bank International NV (“GBI”)
Garanti Diversified Payment Rights Finance Company (“Garanti DPR”)
Country of incorporation
Drilling
Dogus Construction LLC Country of incorporation
(1)
Nature of business
Ayson Geoteknik ve Deniz İnşaat A.Ş. (“Ayson”)
Doğus Maroc SARL
Nature of business
G Netherlands B.V. (“G Netherlands”)
Garanti Bilişim Teknolojisi ve Ticaret A.Ş. (“Garanti Bilişim”)
Below entities are first consolidated under Doğuş İnşaat ve Ticaret A.Ş. (“Doğuş İnşaat”); then consolidated under the Group.
(2)
(1) These companies are subsidiaries of Garanti Bank and are operating in businesses other than banking and/or finance. They are included within the “banking and finance” segment for the purposes of Doğuş Holding’s consolidated financial statements since Garanti Bank owns their controlling interests. (2) These companies are not consolidated in the accompanying consolidated financial statements as they do not currently have material operations compared to the consolidated
Subsidiaries DOAŞ
Nature of business
Country of incorporation
Automotive distribution
Turkey
Doğuş Auto Mısır JS
A non-operating company
Egypt
Doğuş Auto Mısır LLC
A non-operating company
Egypt
D-Auto Suisse SA
Automotive retail
Switzerland
Doğuş Oto Pazarlama ve Ticaret A.Ş. (“Doğuş Oto”)
Automotive retail
Turkey
D-Auto Limited Liability Company (“Doğuş Auto Iraq”)
Automotive retail
Iraq
Doğuş Sigorta Aracılık Hizmetleri A.Ş. (“Doğuş Sigorta”)
Insurance agency
Turkey
Nature of business
Country of incorporation
Production
Turkey
TÜVTURK Kuzey Taşıt Muayene İstasyonları Yapım ve İşletim A.Ş. (“TÜVTURK Kuzey”)
Vehicle inspection station
Turkey
TÜVTURK Güney Taşıt Muayene İstasyonları Yapım ve İşletim A.Ş. (“TÜVTURK Güney”)
Vehicle inspection station
Turkey
TÜVTURK İstanbul Taşıt Muayene İstasyonları Yapım ve İşletim A.Ş. (“TÜVTURK İstanbul”)
Vehicle inspection station
Turkey
Valuation services
Turkey
Joint ventures Meiller Doğuş Damper Sanayi ve Ticaret Limited Şirketi (“Meiller Doğuş”)
performance of the Group.
TÜV SÜD Doğuş Ekspertiz ve Danışmanlık Hizmetleri Limited Şirketi (“TÜV SUD Doğuş Ekspertiz”)
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Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
1 Reporting entity (continued)
1 Reporting entity (continued)
1.3 Entities in automotive segment (continued)
1.4 Entities in tourism segment (continued)
Associates VDF Faktoring Hizmetleri A.Ş. (“VDF Faktoring”) VDF Sigorta Aracılık Hizmetleri A.Ş. (“VDF Sigorta”) VDF Servis Holding A.Ş. (“VDF Servis Holding”) Volkswagen Doğuş Finansman A.Ş. (“VDF Tüketici”) Yüce Auto A.Ş. (“Yüce Auto”)
Nature of business
Country of incorporation
Factoring
Turkey
Agency/brokerage
Turkey
Doğuş Otel Yatırımları ve Turizm İşletme A.Ş. (“Doğuş Otel”)
Investment company
Turkey
Doğuş Perakende Satış, Giyim ve Aksesuar Ticaret A.Ş. (“Doğuş Perakende”)
Consumer finance
Turkey
Doğuş Turgutreis Marina İşletmeciliği Turizm ve Ticaret A.Ş. (“Doğuş Turgutreis”)
Automotive distribution
Turkey
Dogus Upravljanje d.o.o (“Sibenik Upravljanje”)
Subsidiaries
Nature of business
Country of incorporation
Doğuş Otel İşletmeciliği ve Yönetim Hizmetleri A.Ş. (“Doğuş Otel İşletmeciliği”)
Hotel management
Turkey
Doğuş Zhenfa Kozmetik Ticaret A.Ş. (“Doğuş Zhenfa”)
1.4 Entities in tourism segment
Investments company
Turkey
Retail services
Turkey
Marina operation
Turkey
A non-operating company
Croatia
Investments company
Turkey
Hospitality
Turkey
Garanti Turizm Yatırım ve İşletme A.Ş. (“Garanti Turizm”)
Subsidiaries
Nature of business
Alantur Turizm ve Ticaret A.Ş. (“Alantur”)
Arena Otel Lokanta ve Eğlence Yerleri İşletmeciliği ve Turizm Yatırım A.Ş. (“Arena”)
Gouvia Marina S.A.
Greece
Hospitality
Turkey
Hospitality d.o.o (“Hospitality”, formerly named as Tenos Turizam d.o.o)
Hospitality
Croatia
Turkey
Marina operation
Turkey
K&G Medmarinas Management S.A.
Hospitality and travel agency
Turkey
King of the Rib
Hospitality and café management
Turkey
Hospitality
Turkey
Argos Turizm Yatırım ve Ticaret A.Ş. (“Argos in Cappadocia”) BMK Turizm ve Otelcilik Hizmetleri A.Ş. (“BMK”)
Hospitality
Turkey
Marina management
Turkey
D Marine Investments Holding Coöperatief U.A.
Investments company
The Netherlands
D Marine Investments Holding B.V.
Investments company
The Netherlands
Hospitality
Turkey
Restaurant and cafe management, hospitality
Turkey
Hospitaliy
Turkey
D Saat ve Mücevherat Ticaret A.Ş. (“D Saat”)
Retail and distribution of luxury watches
Turkey
Dogus Avenue BV (“Doğuş Avenue BV”)
Investments company
The Netherlands
Retail services
Turkey
Investments company
The Netherlands
Retail services
Russia
Investment Company
Croatia
A non-operating company
Turkey
Marina operation
Turkey
Marina management
Greece
Investments company
The Netherlands
Hotel management
Croatia
Doğuş Marina Upravljanje d.o.o. (“Marina Upravljanje”)
A non-operating company
Croatia
Doğuş Razvitak I Upravljanje d.o.o. (“Doğuş Razvitak”)
A non-operating company
Croatia
D Marina İşletmeciliği Turizm ve Yönetim Hizmetleri A.Ş. (“D Marina”)
D Otel Göcek Turizm Yatırımları ve İşletmeciliği A.Ş. (“D Otel Göcek”) D Otel Plaj İşletmeciliği A.Ş. (“D Otel Plaj”, formerly named as D Otel Bodrum Sağlıklı Yaşam Hizmetleri Ticaret A.Ş.) D Otel Marmaris Turizm İşletmeciliği Ticaret ve Sanayi A.Ş. (“D Otel”)
Doğuş Avenu Dış Ticaret (“Doğuş Avenu”) Dogus Avenue Holding Coop U.A. (“Doğuş Avenue Coop”) Dogus Avenue LLC (“Dogus Avenue LLC”) Dogus Croatia d.o.o. (“Doğuş Croatia”, formerly named as Dogus Marine Croatia d.o.o.) Doğuş Dalaman Marina İşletmeciliği Turizm Ticaret A.Ş. (“Doğuş Dalaman”) (1)
Marina operasyonu
Göktrans Turizm ve Ticaret A.Ş. (“Göktrans Turizm”) Hospitality
Anadolu Göcek Marina Turizm Yatırımları A.Ş. (“D Marin Göcek”) Antur Turizm A.Ş. (“Antur”)
Country of incorporation
Doğuş Didim Marina İşletmeleri ve Ticaret A.Ş. (“Doğuş Didim”) Dogus Hellas SA. (“Dogus Hellas”) Doğuş Montenegro Investments Holding B.V. Doğuş Marina Hoteli d.o.o. (“D Resort Sibenik”)
Marina management
Greece
Investments company
Spain
Marina operation
Greece
Lefkas Marina S.A.
Ship maintenance/repair
Spain
Marina Borik d.o.o (“Marina Borik”)
Marina Barcelona 92 S.A.
Marina operation
Croatia
Marina Dalmacija d.o.o (“Marina Dalmacija”)
Marina operation
Croatia
Marina Sibenik d.o.o. (“Marina Sibenik”)
Marina operation
Croatia
Investments company
Turkey
MK Holding A.Ş. (“MK Holding”)
Marina operation
British Virgin Islands
Şahintur Şahinler Otelcilik Turizm Yatırım İşletmeciliği A.Ş. (“Şahintur”)
Panther Marina Limited (“Panther Marina”)
Hospitality
Turkey
Villa Dubrovnik d.d.
Hospitality
Croatia
Hospitality
Turkey
West Mediteranean Holding Limited (“West Mediternean”)
Voyager Mediterranean Turizm Endüstrisi ve Ticareti A.Ş. (“Voyager”)
Investments company
Malta
Zadar Resort d.o.o (“Zadar”, formerly named as Tenos d.o.o.)
Investments company
Croatia
Zea Marina S.A.
Marina operation
Turkey
Joint ventures
Nature of business
Country of incorporation
Acropolis S.P.A
Hospitality
Italy
Argos Bağcılık ve Şarapçılık San.Tic. A.Ş. (“Argos Bağcılık”) Argos Kültür Sanat Tanıtım Organizasyon Tic. A.Ş. (“Argos Kültür”)
Viticulture
Turkey
Culture, art, promotion
Turkey
Cosmetics retail
Switzerland
Chenot Cosmetique S.a.g.l. Chenot Cosmetic S.R.L. Chenot Dietetique S.a.g.l Corpera Turizm Yatırımları A.Ş. (“Corpera”) HC Biontis S.R.L. HC International S.A. HC Trademarks S.a.r.l. Gestin Turizm Yatırım İşletmeleri İnşaat ve Ticaret A.Ş. (“Gestin”)
2015 ANNUAL REPORT
Hospitality
Turkey
Healthy life consultancy
Italy
Investments company
Luxemburg
Healthy life consultancy
Luxemburg
Investments company
Turkey
Investment company
Greece
Lamda Flisvos Holding (“Lamda Flisvos”)
Investment company
Greece
Marina operation
Greece
Promotion, organization
Turkey
Lamda Flisvos Marina (“Lamda Marina”)
174
Italy Switzerland
Lamda Dogus Holding and Development of Marinas S.A (“Lamda Dogus”)
Uzunetap Tanıtım Organizasyon Tic. A.Ş. (“Uzunetap”)
DOĞUŞ GROUP
Cosmetics retail Retail distribution
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Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
1 Reporting entity (continued)
1 Reporting entity (continued)
1.4 Entities in tourism segment (continued)
1.6 Entities in other segment Subsidiaries
Associates Adelia Ltd
Nature of business
Country of incorporation
Hospitality
Cyprus
Afternoon Tea SCI
Hospitality
St Barths Island
Eden Rock SARL
Hospitality
St Barths Island
Eden Rock Villa Rental SAS Kiko Kozmetik Ürünleri Ticaret A.Ş. (“Kiko”) Solid Rock Property SAS
Hospitality
St Barths Island
Cosmetics retail
Turkey
Hospitality
St Barths Island
(1) Doğuş Dalaman was established to build and operate yachting marina in seaside resort towns in Mediterranean coasts of Turkey. However, Doğuş Dalaman has not yet started its operations and accordingly was noted as non-operating.
1.5 Entities in media segment Subsidiaries
Nature of business
Country of incorporation
A Yapım Televizyon Programcılık A.Ş. (“A Yapım”)
Media
Turkey
Doğuş Dijital Hizmetler A.Ş. (“Doğuş Dijital”)
Media
Turkey
Doğuş Media Group GmbH (“Doğuş Media”)
Media
Germany
Producing social websites and digital games
Turkey
Doğuş Yayın Grubu A.Ş. (“Doğuş Yayın Grubu”)
Media
Turkey
HD Yayıncılık ve Medya Hizmetleri A.Ş. (“HD Yayıncılık”)
Media
Turkey
Işıl Televizyon Yayıncılık A.Ş. (“Star TV”)
Media
Turkey
Kral Pop Avrupa Radyo ve Televizyon Yayıncılığı A.Ş. (“Kral Pop Avrupa”)
Media
Turkey
Kral TV Radyo ve Televizyon Yayıncılığı A.Ş. (“Kral TV Radyo”) (formerly, named as HD-E Radyo ve Televizyon Yayıncılığı A.Ş.)
Media
Turkey
Doğuş Video ve Dijital Yayıncılık A.Ş. (“Doğuş Video”)
Ad Yiyecek İçecek Ticari Sanayi A.Ş. (“AD Yiyecek”)
Turkey
Afiyet Olsun Turizm İşletmeleri A.Ş. (“Afiyet Olsun”)
Restaurant establishment
Turkey
Restaurant establishment
Turkey
Alperen Gayrimenkul Yatırım ve İşletme A.Ş. (“Alperen”) Altınhan Turizm ve Ticaret A.Ş. (“Altınhan”)
Real estate development
Turkey
Restaurant establishment
Turkey
E-mail marketing
Turkey
Restaurant establishment
Turkey
Altın Mecralar İnteraktif Medya ve Pazarlama ve Teknoloji Hizmetleri Ticaret Limited Şirketi (“Altın Mecralar”) Aresta Gıda Ticaret ve Sanayi A.Ş. (“Aresta”) Arjantin Et Ürünleri Gıda Lokantacılık Turizm Ticaret A.Ş. (“Arjantin Et”)
Restaurant establishment
Turkey
Ataşehir Restoran İşletmeleri Gıda Turizm Ticaret A.Ş. (“Ataşehir Restoran”)
Restaurant establishment
Turkey
Bal Turizm ve Gıda Pazarlama A.Ş. (“Bal Turizm”)
Restaurant establishment
Turkey
Boğaziçi Borsa Lokantacılık İşl. San. ve Tic. A.Ş. (“Borsa”)
Restaurant establishment
Turkey
Başkent Yiyecek İçecek A.Ş. (“Başkent”)
Restaurant establishment
Turkey
Büke Turizm ve Lokantacılık Ticaret A.Ş. (“Büke Turizm”)
Restaurant establishment
Turkey
Bomonti Kültür ve Eğlence Merkezi Yönetimi A.Ş. (“Bomonti”)
Entertainment and organization
Turkey
Çankaya Grup Lokantacılık Gıda Turizm A.Ş. (“Çankaya Grup”)
Restaurant establishment
Turkey
Çukurambar Lokantacılık Gıda Turizm A.Ş. (“Çukurambar Lokanta”)
Restaurant establishment
Turkey
Establishment and management of restaurants and cafes
Turkey
Energy
Turkey
Establishment and management of restaurants and cafes
Turkey
Investments company
The Netherlands
D Eğlence Bar Restoran İşletmeciliği ve Yatırım A.Ş. (“D Eğlence”) D Enerji Üretim ve Yatırım A.Ş. (“D Enerji”) D Et ve Et Ürünleri Gıda Pazarlama Ticaret A.Ş. (“D Et”) D-Et International Holding Coöperatif U.A. D-Et International Holding BV D Koruma ve Güvenlik Hizmetleri A.Ş. (“D Koruma”)
Kral Pop Medya Hizmetleri A.Ş. (“Kral Pop”)
Media
Turkey
Dafne Yayıncılık Turizm ve Gıda Pazarlama Ticaret A.Ş. (“Dafne Yayıncılık”)
Media
Turkey
Darphane Lokantaları İşletmeleri San. ve Tic. A.Ş. (“Darphane”)
NTV Radyo ve Televizyon Yayıncılığı A.Ş. (“NTV Radyo”)
Media
Turkey
Darüşşafaka Sportif Yatırımlar ve Ticaret A.Ş. (“Darüşşafaka Spor”)
Sportif Radyo ve Televizyon Yayıncılık A.Ş. (“Sportif Radyo”)
Media
Turkey
Doğuş Araştırma Geliştirme ve Müşavirlik Hizmetleri A.Ş. (“Doğuş Arge”)
Star Avrupa Radyo ve Televizyon Yayıncılığı A.Ş. (“Star Avrupa”)
Media
Turkey
Doğuş Bilgi İşlem ve Teknoloji Hizmetleri A.Ş. (“Doğuş Bilgi İşlem”)
Uydu Dijital İnternet Teknolojileri A.Ş. (“Uydu Dijital”)
Media
Turkey
Doğuş Enerji Toptan Elektrik Ticaret A.Ş. (“Doğuş Enerji Toptan”)
Yonca Radyo ve TV Yayıncılık A.Ş. (“Yonca Radyo”)
Media
Turkey
Doğuş Enerji Üretim ve Ticaret A.Ş. (“Doğuş Enerji”)
Nature of business
Country of incorporation
Media
Turkey
Doğuş Finance Ukraine
World Wide Entertainment Medya Ticaret A.Ş. (“World Wide”)
Country of incorporation
A.L.E. Gıda Turizm ve Ticaret A.Ş. (“A.L.E. Gıda”)
NTV Batı Medya Hizmetleri A.Ş. (“NTV Batı”)
Associates
Nature of business Restaurant establishment
Investments company
The Netherlands
Security and protection activities
Turkey
Restaurant and catering
Turkey
Restaurant and café establishment
Turkey
Sports activities
Turkey
Investment company
Turkey
Software development
Turkey
Purchasing and selling of electricity
Turkey
Electricity generation
Turkey
A non-operating company
Ukraine
Retail sale services
Turkey
Doğuş Fotoğraf ve Kamera Ekipmanları A.Ş. (“Doğuş Fotoğraf”) Doğuş Gayrimenkul Yatırım ve İşletme A.Ş. (“Doğuş Gayrimenkul”) Doğuş Gayrimenkul Yatırım Ortaklığı A.Ş. (“Doğuş GYO”)
Real estate development
Turkey
Real estate investment fund
Turkey
Construction equipment
United Kingdom
Investments company
United Kingdom
Business and financial investments
U.A.E.
Doğuş International Limited (“Doğuş International”) Dogus Leisure and Entertainment (“Dogus Leisure”) Dogus Management Services Limited (“Dogus Management”)
DOĞUŞ GROUP
176
2015 ANNUAL REPORT
Doğuş Nakliyat ve Ticaret A.Ş. (“Doğuş Nakliyat”)
A non-operating company
Turkey
Doğuş SA
A non-operating company
Switzerland
Doğuş Sağlıklı Yaşam ve Danışmanlık Hizmetleri Ticaret A.Ş. (“Doğuş Sağlıklı Yaşam”)
Healthcare counseling
Turkey
Doğuş Spor Kompleksi Yatırım ve İşletme A.Ş. (“Doğuş Spor”)
Sports activities
Turkey
DOĞUŞ GROUP
177
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
1 Reporting entity (continued)
1 Reporting entity (continued)
1.6 Entities in other segment (continued)
1.6 Entities in other segment (continued)
Subsidiaries
Subsidiaries
Nature of business
Country of incorporation
Restaurant establishment
Turkey
Air Transportation
Turkey
Restaurant establishment
Turkey
Investment company
United Kingdom
Restaurant establishment
Turkey
Nature of business
Country of incorporation
Sport academy establishment and management
Turkey
Sports activities
Turkey
Agricultural research and development activities
Turkey
London Doors Restaurant Group Ltd
A non-operating company
Turkey
LPM İstanbul Restoran İşl. ve Yatırım A.Ş. (“LPM İstanbul”)
Real estate development
Turkey
Masa Restaurant Grup İşletmeleri San. ve Tic. A.Ş. (“Masa”)
Restaurant establishment
Turkey
Turkey
Mezzaluna Gıda İşletmecilik Sanayi ve Ticaret A.Ş. (“Mezzaluna”)
Establishment and management of restaurants and cafes
Turkey
A non-operating company Loyalty management
Turkey Turkey
Establishment and management of restaurants and cafes
Turkey
Academy
Meto Turizm İşletmeciliği Ve Tasarım Dekorasyon Ticaret A.Ş. (“Meto Turizm”)
Investment company
Turkey
Restaurant establishment
Turkey
Turkey
Establishment and management of restaurants and cafes
Turkey
A non-operating company
Dream International B.V.
Investments company
The Netherlands
Investment company
Dubai / U.A.E
Dream International Coöperatif U.A.
Investments company
The Netherlands
Nusret Restaurant L.L.C. (“Nusret Dubai”)
Restaurant establishment
Dubai / U.A.E
Restaurant establishment
Turkey
Oran Gurme Et Lokantacılık Gıda Turizm Ticaret A.Ş. (“Oran Gurme”)
Restaurant establishment
Turkey
Restaurant establishment
Turkey
Etiler Turistik Tesisler İşletmeciliği Ticaret A.Ş. (“Etiler Turistik”)
Restaurant and café establishment and management
Popülist Yiyecek İçecek Sanayi ve Ticaret A.Ş. (“Popülist”)
Turkey
E-mail marketing
Turkey
Euromessage Deutschland GmbH (“Euromessage Deutschland”)
E-mail marketing
Turkey
Portakal Yazılım Danışmanlık Reklamcılık ve Yayıncılık San. ve Tic A.Ş. (“Portakal Yazılım”)
A non-operating company
Turkey
Pozitif Arena Konser Salon İşletmeleri A.Ş. (“Pozitif Arena”)
Entertainment and event management
Turkey
Restaurant and café establishment and management
Pozitif Müzik Yapım A.Ş. (“Pozitif Yapım”)
Entertainment and event management
Turkey
Günaydın İdealtepe Gurme Gıda Sanayi ve Ticaret A.Ş. (“Günaydın İdealtepe”)
Turkey
Pozitif Müzik A.Ş. (“Pozitif Müzik”)
Entertainment and event management
Turkey
Günaydın Et Sanayi ve Ticaret A.Ş. (“Günaydın Et”)
Restaurant and café establishment and management
Turkey
Restaurant establishment
Turkey
Günaydın Et Şarküteri Ürünleri Gıda Sanayi ve Ticaret A.Ş. (“Günaydın Et Şarküteri”)
Restaurant and café establishment and management
Turkey
Günaydın İstanbul Merkez Gıda Turizm Ticaret A.Ş. (“Günaydın İstanbul”)
Restaurant and café establishment and management
Turkey
Günaydın Antalya Restoran Gıda Turizm Ticaret A.Ş. (“Günaydın Antalya”)
Restaurant and café establishment
Turkey
Restaurant, food and beverage production
Turkey
Havana International B.V.
Investment company
The Netherlands
Havana International Coöperatif U.A.
Investment company
The Netherlands
Doğuş Spor Moda ve Media Hizmetleri ve Ticaret A.Ş. (“Doğuş Spor Moda”) Doğuş Sportif Faaliyetler A.Ş. (“Doğuş Sportif”) Doğuş Tarımsal Projeler Araştırma Geliştirme A.Ş. (“Doğuş Tarım”) Doğuş Telekomünikasyon Hizmetleri A.Ş. (“Doğuş Telekom”) Doğuş Turizm Sağlık Yatırımları ve İşletmeciliği Sanayi ve Ticaret A.Ş. (“Doğuş Turizm”) Doğuş Varlık Kiralama A.Ş. Doğuş Müşteri Sistemleri A.Ş. (“DMS”) Doors Akademi Eğitim ve Danışmanlık Hizmetleri A.Ş. (“Doors Akademi”) Doors Holding A.Ş. (“Doors Holding”) Doors Uluslararası Yönetim Danışmanlığı Ticaret A.Ş. (“Doors Uluslararası Yönetim”)
Etiler Kebapçılık Restoran A.Ş. (“Etiler Kebapçılık”)
Genoto Otomotiv Pazarlama ve Ticaret A.Ş. (“Genoto”)
Havana Yayıncılık Turizm ve Gıda Pazarlama Ticaret A.Ş. (“Havana Yayıncılık”)
Havana Doors Restaurant Management Ltd (“Havana Doors”)
Restaurant establishment
The Netherlands
E-mail marketing
Turkey
Shopping mall administration
Turkey
Hedef Medya Tanıtım Interaktif Medya Pazarlama A.Ş. (“Hedef Medya”) İstinye Park Gayrimenkul Yatırım ve İşletme A.Ş. (“İstinye Park Gayrimenkul”) Kadıköy Tepe Restoran Gıda Turizm Tic.A.Ş. (“Kadıköy Tepe”)
Restaurant establishment
Turkey
Kivahan Turizm Ticaret A.Ş. (“Kivahan”)
Restaurant establishment
Turkey
DOĞUŞ GROUP
178
2015 ANNUAL REPORT
Köprü Restoran Işletmeciliği Ticaret A.Ş. (“Köprü”) Körfez Havacılık Turizm ve Ticaret A.Ş. (“Körfez Hava”) Lacivert Turizm A.Ş. (“Lacivert”)
Mora Turizm Otelcilik Rest. İşl. San. ve Tic. A.Ş. (“Mora”) Nahita Restoran İşletmeciliği ve Yatırım A.Ş. (“Nahita”) Nusret Limited
Sait Restoran Turizm İşletmeciliği İnş. Emlak ve Tic.A.Ş. (“Sait”) Salıpazarı Liman İşletmeciliği ve Yatırımları A.Ş. (“Salıpazarı”)
Real estate development
Turkey
Sititur Turizm Yatırım ve Danışmanlık Hizmetleri A.Ş. (“Sititur”)
A non-operating company
Turkey
Soya Restoran İşletmeciliği ve Ticaret A.Ş. (“Soya”)
Restaurant establishment
Turkey
Investments company
United Kingdom
Tansaş Gıda ve Sanayi Turizm A.Ş. (“Tansaş Gıda”)
A non-operating company
Turkey
The Tom Aikens Group Ltd
Restaurant establishment
United Kingdom
Tiendes Turizm İşletmeleri A.Ş. (“Tiendes”)
Restaurant establishment
Turkey
Tom Aikens Ltd
Restaurant establishment
United Kingdom
Tom's Kitchen Ltd
Restaurant establishment
United Kingdom
Investments company
The Netherlands
Golf resort
Turkey
Toms Kitchen Restaurant Holdings Limited (eski adı ile “Tag Restaurants Holdings Ltd”)
Well Body Holding B.V. Vitapark Spor Turizm Hizmet İnşaat ve Ticaret A.Ş. (“Vitapark”)
DOĞUŞ GROUP
179
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
1 Reporting entity (continued)
2 Basis of accounting
1.6 Entities in other segment (continued)
Statement of compliance
Joint ventures
Nature of business
Country of incorporation
Electricity generation
Turkey
Establishment and management of restaurant and cafes
United Kingdom
Aslancık Elektrik Üretim A.Ş. (“Aslancık”) Azumi Limited
Investment company
United Kingdom
Bodyism Global Limited
Bodyism Global Holdings 2014 Limited (“Bodyism Global Holdings 2014”)
Healthy life
United Kingdom
Bodyfood Limited (“Bodyfood”)
Healthy life
United Kingdom
Bodywear Limited (“Bodywear”) Boyabat Elektrik Üretim ve Ticaret A.Ş. (“Boyabat”) Doğuş Planet Elektronik Ticaret ve Bilişim Hizmetleri A.Ş. (“Doğuş Planet”)
United Kingdom Turkey
E-commerce
Turkey
Private equity
Turkey
Real estate development
Turkey
Doğuş SK Girişim Sermayesi Yatırım Ortaklığı A.Ş. (“Doğuş SK Girişim”) Ege Turizm ve Gayrimenkul Yatırımları A.Ş. (“Ege Turizm”)
Sportswear Electricity generation
Kanlıca Turizm Sanayi A.Ş. (“Kanlıca Turizm”)
Restaurant and hotel
Turkey
Mad Atelier International B.V. (“Mad Atelier”)
Investment company
The Netherlands
Restaurant establishment
France
Mad Atelier S.A.S (“L’Atelier”) Orta Konak Gayrimenkul Yatırım Yönetimi ve Turizm A.Ş. (“Orta Konak”)
Real estate development
Turkey
Robata Rest Ltd
Restaurant establishment
United Kingdom
Roka Mayfair Ltd
Restaurant establishment
United Kingdom
Roka Aldwych Ltd
Restaurant establishment
United Kingdom
Investment company
British Virgin Islands
Restaurant establishment
Hong Kong
Taddeo Trading Ltd. Taraneete International Ltd. TDB Sigorta Brokerliği A.Ş. (“”TDB Sigorta”)
Insurance agency
Turkey
Time Result International Ltd
Restaurant establishment
British Virgin Islands
Wildfire Entertainment Ltd
Restaurant establishment
United Kingdom
Zuma Bangkok Ltd
Restaurant establishment
Thailand
Zuma Club Llc
Restaurant establishment
U.A.E
Investment company
U.S.A
Zuma Japanese Restaurant INC Zuma Japanese Restaurant Miami Llc
Restaurant establishment
U.S.A
Zuma NY LLC
Restaurant establishment
U.S.A
Zuma Restaurant LLC Abu Dhabi (“Abu Dhabi”)
Restaurant establishment
U.A.E
Zuma Turizm ve Gıda Pazarlama Ticaret A.Ş. (“Zuma Turizm”)
Restaurant establishment
Turkey
Investment company
U.S.A
Zuma Las Vegas LLC
Restaurant establishment
U.S.A
Zuma Rome
Restaurant establishment
Italy
Associates
Nature of business
Country of incorporation
Coya Dubai
Restaurant establishment
U.A.E.
Coya London
Restaurant establishment
United Kingdom
Zuma USA LLC
Coya Restaurants LLC (“Coya Miami”) İstinye Yönetim Hizmetleri A.Ş. (“İstinye Yönetim Hizmetleri”)
Restaurant establishment
U.S.A
Shopping mall administration
Turkey
Real estate research
U.A.E
Real estate development
Turkey
Reidin FZ-LLC (“Reidin”) Zingat Gayrimenkul Bilgi Sistemleri A.Ş. (“Zingat”)
DOĞUŞ GROUP
180
2015 ANNUAL REPORT
Doğuş Group entities operating in Turkey maintain their books of account and prepare their statutory financial statements in Turkish Lira (“TL”) in accordance with the accounting principles and instructions as promulgated by the Banking Regulatory and Supervision Agency (“BRSA”) applicable to Garanti Bank, Turkish insurance legislation and accounting principles applicable to insurance business, and accounting principles per Turkish Uniform Chart of Accounts, Turkish Commercial Code and per Capital Market Board of Turkey applicable to entities operating in other businesses. Doğuş Group’s foreign entities maintain their books of account and prepare their statutory financial statements in accordance with the generally accepted accounting principles and the related legislation applicable in the countries they operate. The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”). The consolidated financial statements were authorised for issue by Doğuş Holding’s management on 31 March 2016. The Doğuş Holding’s General Assembly and the other reporting bodies have the power to amend the consolidated financial statements after their issue.
3 Functional and presentation currency These consolidated financial statements are presented in TL which is Doğuş Holding’s functional currency. All financial information presented in TL has been rounded to the nearest thousand, except when otherwise indicated.
4 Use of estimates and judgments The preparation of consolidated financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Management discusses with the Audit Committee the development, selection and disclosure of the Group’s critical accounting policies and estimates, and the application of these policies and estimates. Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: 1. 2. 3. 4.
Group amortises and depreciates its intangible assets and property and equipment over useful lives that are disclosed in note 42, Assumptions are used in projections of discounted cash flow method and impairment test of non-financial assets, see note 21, Fair value of derivative instruments are estimated through market price or use of discounted cash flow method, see note 33, Liabilities that may occur due to ongoing cases and probability of loss from cases are estimated by Group Management considering the view of Group Legal Counsel and experts. Group Management assesses lawsuit provision thereon, see note 27,
DOĞUŞ GROUP
181
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
4 Use of estimates and judgments (continued)
4 Use of estimates and judgments (continued)
5. The data in the discounted price list are used to calculate inventory impairment. If expected net realizable value is less than cost, the Group allocates provisions for inventory impairment, see note 18,
Determination of fair values (continued)
6. The warranties on automobiles sold by the Group are issued by the original equipment manufacturers (“OEM”). The Group acts as an intermediary between the customers and OEM. The claims of customers from the Group are recognised as warranty expense. The Group recognises the amount claimed from the OEM’s as warranty income and offset against warranty expense. The Group incurs the cost that is not paid by the manufacturers. Accordingly, the Group recognises the estimated liability for the difference between possible warranty claims of customers and possible warranty claims based on historical service statistics, see note 27,
In the absence of current prices in an active market, the valuations are prepared by considering the aggregate of the estimated cash flows expected to be received from renting out the property. A yield that reflects the specific risks inherent in the net cash flows then is applied to the net annual cash flows to arrive at the property valuation.
7. Deferred tax asset is recognised to the extent that taxable profit will be available against which the deductible temporary differences can be utilised. When taxable profit is probable, deferred tax assets is recognised for all temporary differences. For the year ended 31 December 2015, since the assumptions related to the Group’s future taxable profit generation are considered adequate, deferred tax asset is recognised, see note 22, 8. In the calculations of provision for employee benefits, actuarial assumptions related to turnover ratio, discount rate and salary increase are used. Calculation details are disclosed in note 27.1, 9. Investment property is measured at fair value, which is appraised by independent third party appraisers. Investment property under construction is carried at cost. For assumptions used in the appraisals see note 19, 10. Group monitors recoverability of its accounts receivable considering the past experience and recognise allowance for doubtful receivables for probable losses. Subsequently, if the allowance for doubtful receivable is recovered fully or partially, the amount is reversed from allowance and recognised in profit or loss, see note 17.
Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and nonfinancial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(a) Property and equipment The fair value of property and equipment recognised as a result of a business combination is the estimated amount for which a property could be exchanged based on market values. The fair value of property is the estimated amount for which a property could be exchanged on the date of valuation between market participants in an orderly transaction where the participants act in their best economic interest and are knowledgeable.
(c) Investment property (continued)
Valuations reflect, when appropriate; the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, the allocation of maintenance and insurance responsibilities between the Group and the lessee; and the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and when appropriate counter-notices have been served validly and within the appropriate time.
(d) Inventories The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories.
(e) Investments in equity and debt securities The fair value of financial assets at fair value through profit or loss, held-to-maturity investments and available-for-sale financial assets is determined by reference to their quoted bid price at the reporting date. The fair value of held-to-maturity investments is determined for disclosure purposes only.
(f) Trade and other receivables The fair value of trade and other receivables, excluding construction work in progress, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. The fair value is determined for disclosure purposes or when such assets are acquired through a business combination.
(g) Derivatives The fair values of forward exchange contracts, options and other derivative contracts are based on their listed market prices, if available. If a listed market price is not available, then fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using a risk-free interest rate (based on government bonds). The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date.
The Group reflects land and buildings at their fair values as appraised by independent third party appraisers. The fair values of land and buildings are determined based on the discounted cash flow method, depreciable replacement cost or market prices for similar items.
Fair values reflect the credit risk of the instrument and include adjustments to take account of the credit risk of the Group entity and counterparty when appropriate.
(b) Intangible assets
(h) Contingent consideration
The fair values of intangible assets, which comprise the broadcasting rights, concession rights, customer relationship, content library, franchise network, sponsorship contracts and brand names acquired in business combinations, are based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.
The fair value of contingent consideration is measured based on discounted cash flow model. The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate. The expected payment is determined by considering the possible scenarios of forecast EBITDA or other variables defined on the share purchase agreement, the amount to be paid under each scenario and the probability of each scenario.
(c) Investment property External, independent valuation companies, having appropriate recognised professional qualifications and recent experience in the location and category of property being valued, values the Group’s investment property portfolio every year. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably and willingly.
DOĞUŞ GROUP
182
2015 ANNUAL REPORT
(i) Non-derivative financial liabilities Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases, the market rate of interest is determined by reference to similar lease agreements.
DOĞUŞ GROUP
183
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
5 Operating segments
5 Operating segments (continued)
The Group has six reportable segments, as described below, which are largely organised and managed separately according to nature of products and services provided, distribution channels and profile of customers.
5.1 Geographical segments
The Group’s main segments are as follows:
The Group operates principally in Turkey, but also has operations in the Netherlands, Russia, Ireland, Turkish Republic of Northern Cyprus, Malta, Luxembourg, Switzerland, Germany, France, Romania, Morocco, Ukraine, Bulgaria, Libya, Italy, Greece, United Kingdom, Hong Kong, United States, Oman, Qatar, Dubai, Saudi Arabia, Thailand, Iraq, Spain and Croatia. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.
Banking and finance: Entities operating in the banking and finance segment are mainly involved in retail and investment banking, insurance, leasing and factoring businesses.
As at and for the years ended 31 December, total geographical sector risk concentrations, both on and off statement of financial position, are presented below:
Almost each entity included in the Group operates in one specific industry. Accordingly, all the financial statement components of an entity concerned are considered related only to its specific industry.
Construction: Entities operating in the construction segment are mainly involved in the constructions of buildings, infrastructure and related civil engineering businesses. Automotive: Entities operating in the automotive segment are exclusively involved in the importation, distribution and retailing of Volkswagen, Audi, Seat, Porsche, Bentley, Scania, Lamborghini and Meiller brand motor vehicles and spare parts and after sales services, and vehicle inspection services in Turkey.
31 December 2015 Turkey The Netherlands
Total assets
Total liabilities
Capital expenditure
23.778.318
14.018.996
982.662 68.739
958.723
348.299
Malta
80.548
--
--
Switzerland
55.309
70.876
7.782
459.040
1.127.925
--
2.043
150.748
--
United Kingdom Germany
Tourism: Entities operating in the tourism segment are involved in hotel and marina investments, hotel management, retail services, ticket sales, hotel reservation, and tour/conference organisation services.
Croatia
921.181
297.114
77.765
Others
3.156.079
1.632.024
460.181
29.411.241
17.645.982
1.597.129
Total assets
Total liabilities
Capital expenditure
24.414.315
12.959.742
1.628.285
13.580
24.402
8.245
144.416
--
--
75.485
83.399
8.555
393.677
1.701.757
4.563
1.771
119.685
--
657.399
227.628
157.379
Media: Entities operating in media segment are involved in broadcasting through TV channels, radios, digital and printed media. Others: Entities operating in other operations segment are mainly involved in real estate, energy, food and beverage and entertainment and several service businesses. Doğuş Holding is included in the other segment.
31 December 2014 Turkey The Netherlands Malta Switzerland United Kingdom Germany Croatia Others
1.153.358
379.625
22.882
26.854.001
15.496.238
1.829.909
5.2 Major customers As at 31 December 2015 and 2014, there is not any single external customer which comprises more than 10 percent of the Group’s consolidated revenue.
DOĞUŞ GROUP
184
2015 ANNUAL REPORT
DOĞUŞ GROUP
185
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
5 Operating segments (continued)
5 Operating segments (continued)
5.3 Information about the segments
5.3 Information about the segments (continued)
The financial information of the joint ventures was included in the segment results, prepared within the reporting framework of the Group’s managerial approach, by combined method (as 100%). The below information about the segments was prepared as “combined financial information” and before consolidation adjustments and eliminations.
The reconciliations of the combined financial information to the amounts reported in the accompanying consolidated financial statements for the years ended 31 December were presented separately as follows:
a) Revenue
Banking and finance
Construction
Automotive
Tourism
Media
Others
Total
Revenue
22.597.859
1.893.086
10.889.161
833.486
650.735
1.647.088
38.511.415
Combined
Gross profit
12.948.495
45.103
1.108.563
282.205
17.918
719.888
15.122.172
Joint ventures
Operating profit / (loss) (*)
4.761.329
(23.621)
490.001
(79.681)
(137.520)
4.121.838
9.132.346
Consolidation elimination and adjustments
Operating profit / (loss) before net finance cost (*)
4.761.329
(24.336)
536.877
(54.106)
2.468
4.227.420
9.449.652
Consolidated
Profit / (loss) for the period attributable to the owners of the Company excluding non-controlling interests
3.773.207
(90.827)
302.921
(220.594)
(342.937)
2.697.423
6.119.193
31 December 2015
2015 38.511.415
31.571.335
(22.815.535)
(20.361.296)
(913.282)
(837.186)
14.782.598
10.372.853
2015
2014
b) Gross profit
Other information Total assets
274.837.997
2.523.200
3.979.903
6.346.266
1.677.358
27.361.702
316.726.426
Total liabilities
242.832.307
2.233.679
2.617.020
1.781.698
828.649
11.574.981
261.868.334
Banking and finance
Construction
Automotive
Tourism
Media
Others
Revenue
20.175.430
1.279.605
7.692.702
656.974
749.936
1.016.688
31.571.335
Gross profit
11.201.919
76.835
872.988
234.663
44.735
472.056
12.903.196
31 December 2014
2014
Combined
15.122.172
12.903.196
(13.060.831)
(11.292.150)
Consolidation elimination and adjustments
(542.142)
(425.630)
Consolidated
1.519.199
1.185.416
2015
2014
Joint ventures
Total
c) Operating profit
Operating profit / (loss) (*)
4.881.558
31.406
391.852
(22.411)
(113.337)
71.955
5.241.023
Combined
9.132.346
5.241.023
Operating profit / (loss) before net finance cost (*)
4.881.558
32.231
419.675
40.526
(115.441)
187.902
5.446.451
Joint ventures
(4.245.873)
(3.661.988)
Profit / (loss) for the period attributable to the owners of the Company excluding noncontrolling interests
3.814.788
37.975
251.635
(33.645)
(306.046)
(144.071)
3.620.636
Consolidation elimination and adjustments
(4.460.143)
(551.790)
426.330
1.027.245
2015
2014
Consolidated
Other information Total assets
243.907.093
1.841.082
2.827.257
4.212.059
1.497.483
21.719.993
276.004.967
Total liabilities
216.651.465
1.494.168
1.590.922
1.349.982
1.636.499
10.973.992
233.697.028
(*) For banking and finance segment, it represents profit before tax.
d) Profit before net finance cost Combined
9.449.652
5.446.451
Joint ventures
(4.942.403)
(2.888.197)
Consolidation elimination and adjustments
(2.771.770)
(1.512.155)
1.735.479
1.046.099
Consolidated
e) Profit for the period attributable to the owners of the Company excluding non-controlling interests 2015 Combined
6.119.193
3.620.636
Joint ventures
(3.354.802)
(2.851.236)
Consolidation elimination and adjustments
(3.197.232)
(708.661)
(432.841)
60.739
Consolidated
DOĞUŞ GROUP
186
2015 ANNUAL REPORT
2014
DOĞUŞ GROUP
187
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
5 Operating segments (continued)
5 Operating segments (continued)
5.3 Information about the segments (continued)
5.3 Information about the segments (continued)
f) Total assets
Banking and finance
Construction
Automotive
Tourism
Media
Others
Total
Total external revenue
--
1.279.605
7.695.133
520.901
749.936
867.687
11.113.262
Intersegment revenue
--
479.000
361
40.019
3.253
217.776
740.409
Net segment revenue
--
800.605
7.694.772
480.882
746.683
649.911
10.372.853
31 December 2014 31 December 2015
31 December 2014
316.726.426
276.004.967
(276.023.628)
(245.354.135)
(11.291.557)
(3.796.831)
29.411.241
26.854.001
Combined Joint ventures Consolidation elimination and adjustments Consolidated
g) Total liabilities
Revenue
Gross profit
--
(10.949)
875.058
133.833
48.688
138.786
1.185.416
Operating profit / (loss)
923.092
(51.643)
459.862
(21.483)
(98.641)
(183.942)
1.027.245
Operating profit / (loss) before net finance cost
923.092
(50.818)
469.597
(6.769)
(103.276)
(185.727)
1.046.099
Profit / (loss) for the period attributable to owners of the Company
912.497
(54.021)
226.436
(68.474)
(252.728)
(702.971)
60.739
4.148.551
1.675.571
2.315.067
2.999.161
1.498.397
10.240.300
22.877.047
31 December 2015
31 December 2014
261.868.334
233.697.028
(243.161.097)
(217.191.200)
Consolidation elimination and adjustments
(1.061.255)
(1.009.590)
Segment assets
Consolidated
17.645.982
15.496.238
Investments in equity accounted investees
2.915.355
--
223.230
199.892
--
638.477
3.976.954
Total assets
7.063.906
1.675.571
2.538.297
3.199.053
1.498.397
10.878.777
26.854.001
Total liabilities
--
1.484.717
1.599.332
972.159
1.232.778
10.207.252
15.496.238
Capital expenditure
--
141.664
127.116
477.244
14.419
1.069.466
1.829.909
Depreciation
--
40.334
30.360
70.353
29.931
55.395
226.373
Non-cash expenses other than depreciation
--
(61.535)
78.477
(2.822)
22.812
(110.857)
(73.925)
Combined Joint ventures
The below information were prepared on the basis of appropriate accounting policies applied for the subsidiaries, associates and joint ventures. Banking and finance
Construction
Total external revenue
--
1.863.678
Intersegment revenue
--
268.210
995
54.006
2.136
406.011
731.358
Net segment revenue
--
1.595.468
10.891.069
610.097
648.599
1.037.365
14.782.598
Gross profit / (loss)
--
75.509
1.110.472
148.851
24.015
160.352
1.519.199
Operating profit / (loss)
369.383
11.883
564.700
(121.392)
(119.305)
(278.939)
426.330
Operating profit / (loss) before net finance cost
369.383
11.168
600.191
(121.204)
(11.926)
887.867
1.735.479
Profit / (loss) for the period attributable to owners of the Company
359.121
31 December 2015
Automotive
Tourism
Media
Others
Total
Revenue 10.892.064
664.103
650.735
1.443.376
Other information
15.513.956
5.4 Non-cash (income) / expenses other than depreciation Non-cash (income)/expenses other than depreciation for the year ended 31 December 2015 were as follows: Construction
Automotive
Tourism
Media
Others
Total
--
75.486
--
--
--
75.486
(15.435)
25.780
1.567
(9.267)
85.875
88.520
1.944
11.309
24.921
8.845
30.233
77.252
--
--
42.441
--
--
42.441
7.545
2.411
3.324
4.000
18.288
35.568
--
282
1.865
1.315
162
3.624
Reversal of impairment in property and equipment
--
(54)
(2.246)
--
(7.198)
(9.498)
Fair value change in investment property
--
--
(21.895)
--
(371.792)
(393.687)
Warranty provision (59.680)
270.687
(272.866)
(269.846)
(460.257)
(432.841)
Accrued interest and other accruals
Other information
Amortisation of other intangible assets
Segment assets
Loss on write-off of property and equipment
Investments in equity accounted investees Total assets Segment liabilities
--
2.444.333
3.445.211
4.213.986
1.674.877
12.703.627
24.482.034
3.295.202
--
215.013
711.197
--
707.795
4.929.207
3.295.202
2.444.333
3.660.224
4.925.183
1.674.877
13.411.422
29.411.241
--
2.208.643
2.605.755
1.518.412
585.123
10.728.049
17.645.982
Capital expenditure
--
154.966
181.273
790.638
19.389
769.493
1.915.759
Depreciation
--
62.196
37.863
96.279
29.786
108.376
334.500
Non-cash expenses other than depreciation
--
(8.903)
116.000
45.826
(10.031)
(260.730)
(117.838)
DOĞUŞ GROUP
188
2015 ANNUAL REPORT
Provision for and reversal of employee severance indemnity Provision for doubtful receivables
--
--
(266)
(214)
182
(298)
Others
Recoveries of doubtful receivables
(2.957)
786
(3.885)
(14.710)
(16.480)
(37.246)
Total
(8.903)
116.000
45.826
(10.031)
(260.730)
(117.838)
DOĞUŞ GROUP
189
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
5 Operating segments (continued)
8 Administrative, selling, marketing and distribution expenses
5.4 Non-cash (income) / expenses other than depreciation (continued)
For the years ended 31 December, general and administrative expenses comprised the following: 2015
2014
Non-cash (income)/expenses other than depreciation for the year ended 31 December 2014 were as follows:
Personnel expenses
559.611
443.458 142.366
Construction Warranty provision
Automotive
Tourism
Media
Others
Total
Depreciation and amortisation
165.229
Grants and donations expenses
96.472
13.598
Maintenance and repair expenses
51.612
36.953
--
59.908
--
--
--
59.908
Audit and consultancy expenses
44.104
45.304
(56.873)
10.204
1.961
2.348
36.388
(5.972)
Rent expenses
32.839
19.903
777
8.098
4.161
8.132
19.651
40.819
Taxes and duties other than taxes on income
25.609
18.334
3.801
2.270
1.957
4.392
8.114
20.534
Insurance expenses
11.656
10.903
Provision for doubtful receivables
--
--
742
7.684
784
9.210
Provision for employee severance indemnity
10.702
13.090
Impairment and reversal of impairment in property and equipment
--
(5.702)
(418)
--
(20.068)
(26.188)
Fair value change in investment property
--
--
(9.333)
--
(152.680)
(162.013)
Recoveries of doubtful receivables
--
(673)
(2.229)
(603)
(79)
(3.584)
Utility expenses
4.832
4.533
Litigation expenses
3.399
6.806
Cleaning expenses
2.927
2.432
Stationery expenses
2.751
2.931
Gasoline expenses
1.141
969
142.035
99.539
1.184.205
886.260
Accrued interest and other accruals Amortisation of other intangible assets Provision for and reversal of employee severance indemnity
Others Total
(9.240)
4.372
337
859
(2.967)
(6.639)
(61.535)
78.477
(2.822)
22.812
(110.857)
(73.925)
6 Revenue
Executive expenses
9.174
7.022
Electronic data processing expenses
7.921
7.394
Travel expenses
6.468
5.913
Telecommunication expenses
5.723
4.812
Others
For the years ended 31 December, revenue comprised the following: Domestic sales Foreign sales
2015
2014
13.829.622
10.074.772
952.976
298.081
14.782.598
10.372.853
7 Cost of sales For the years ended 31 December, cost of sales comprised the following: 2015
2014
Cost of merchandise sold
9.878.418
6.893.085
Cost of construction
1.477.566
775.200
Personnel expenses
457.772
303.567
Broadcasting costs
387.865
467.149
Cost of electricity sold
130.707
89.852
Others
931.071
658.584
13.263.399
9.187.437
For the years ended 31 December, selling, marketing and distribution expenses comprised the following: 2015
2014
Personnel expenses
131.044
102.114
Advertising and promotion expenses
111.352
110.855
Distribution expenses
97.667
57.777
Rent expenses
37.340
34.312
Customer service expenses
10.239
10.981
Commission expense Others
Gain on sales of property and equipment Dividend income
(*) Gain on sale of shares of associate / joint venture include sale 14,23% of Garanti Bank, 49% of LPD Holding and Krone.
2015 ANNUAL REPORT
73.966
462.147
395.275
For the years ended 31 December, gains from investing activities comprised the following:
Gain on sales of subsidiary
190
5.270
72.621
9 Gains and losses from investing activities
Gain on sales of associate / joint venture (*)
DOĞUŞ GROUP
1.884
DOĞUŞ GROUP
191
2015 ANNUAL REPORT
2015
2014
1.193.298
--
110.358
--
12.541
28.333
1.182
--
1.317.379
28.333
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
9 Gains and losses from investing activities (continued)
12 Other operating income and expenses (continued)
For the years ended 31 December, losses from investing activities comprised the following:
For the years ended 31 December, other operating expenses comprised the following: 2015
2014
Loss on sales of property and equipment
(3.342)
(3.768)
Warranty provision
Goodwill impairment
(2.509)
(2.532)
Loss on write-off of property and equipment
42.441
--
Foreign exchange losses on trade receivables and payables
36.452
18.073
After sales services expense
13.172
14.821
9.605
8.512
Loss on sale of subsidiary
(899)
(2.719)
Loss on sale of associates
--
(460)
(1.480)
--
(8.230)
(9.479)
Other
10 Finance income
Service expenses
5.360
9.643
Impairment loss
3.600
14.819
Interest expense on trade receivables
3.183
--
Insurance claim expenses
2.399
20.742
500
5.364
Compensation expenses
2015
2014
751.992
256.230
Interest income on bank deposits
46.291
43.502
Other interest and similar items
31.351
16.916
829.634
316.648
Foreign exchange gains
11 Finance cost For the years ended 31 December, finance cost comprised the following: 2015
2014
(2.085.854)
(562.034)
Interest expense on borrowings
(693.710)
(450.128)
Other interest and similar items
(66.073)
(55.081)
(2.845.637)
(1.067.243)
Foreign exchange losses
12 Other operating income and expenses
2014 59.908
Legal provision expenses
Provision expenses
For the years ended 31 December, finance income comprised the following:
2015 75.486
Decrease in fair value of investment properties Others
75
474
--
17.918
55.280
63.224
247.553
233.498
13 Earnings per share The calculation of basic earnings per share at 31 December 2015 and 2014 was based on the (loss) / profit attributable to ordinary shareholders of TL (432.841) thousand and profit of TL 60.739 thousand and a weighted average number of ordinary shares outstanding of 856.027.050 (31 December 2014: 856.027.050), as follows: Weighted average number of shares Profit for the year attributable to owners of the Company ( TL) Basic profit per share (full TL) Weighted average number of ordinary shares
2015
2014
856.027.050
856.027.050
(432.841)
60.739
(0,51)
0,07
856.027.050
856.027.050
14 Cash and cash equivalents At 31 December, cash and cash equivalents comprised the following:
For the years ended 31 December, other operating income comprised the following:
Cash at banks 2015
2014
393.687
179.931
Service income
27.522
21.440
Foreign exchange gains on trade receivables and payables
23.101
8.340
Commission income
22.026
27.217
Rental income
9.042
13.256
Insurance claim income
8.345
23.909
Reversal of provision for litigation
3.455
11.057
Fair value gain on investment property
Bargain purchase gain recognised on acquisition Interest income on trade receivables Others
327
18.311
--
244
89.540
106.357
577.045
410.062
2015
2014
2.385.192
1.674.379
Other liquid assets and cheques
5.077
7.302
Cash on hand
6.973
2.207
2.397.242
1.683.888
15 Other investments, including derivatives As at 31 December, other investments including derivatives comprised the following: 2015
Short-term
Long-term
Total
--
129.250
129.250
Financial investments at fair value through profit or loss (*) Available-for-sale financial investments
84
29.236
29.320
84
158.486
158.570
2014
Short-term
Long-term
Total
--
77.582
77.582
Financial investments at fair value through profit or loss (*) Available-for-sale financial investments
84
30.817
30.901
84
108.399
108.483
(*) As of 31 December 2015, the portion of TL 127.472 thousand (31 December 2014: TL 75.726 thousand) of financial investments at fair value through profit or loss comprise investment funds.
DOĞUŞ GROUP
192
2015 ANNUAL REPORT
DOĞUŞ GROUP
193
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
15 Other investments, including derivatives (continued)
16 Investments in equity accounted investees (continued)
Available-for-sale financial investments
The movements in investments in equity accounted investees were as follows:
As at 31 December, available-for-sale financial investments comprised the following:
Balance at 1 January
Equity securities Private sector debt securities
2015
2014
27.442
22.668
1.878
8.233
29.320
30.901
31 December 2015 Carrying value
31 December 2014
% of ownership
Carrying value
3.295.202
10,00
2.915.355
24,23
89.214
49,00
95.013
49,00
--
--
22.026
40,00
Solid Rock
163.563
33,33
--
--
VDF Servis
42.154
49,00
26.425
49,00
Other
17.297
Associates-equity accounted
3.976.954
6.813.426
223.991
946.800
Share of other comprehensive income
463.727
186.006
Dividend Transfer to asset held for sale Changes in equity of joint ventures Transfer to subsidiaries, net Rate change effect
Investments in equity-accounted associates and joint ventures and the Group’s share of control are as follows:
Garanti Bankası (1) VDF Tüketici Hedef Medya (2)
% of ownership
15.676
Azumi Limited
454.272
50,01
350.779
50,01
Ege Turizm
130.987
50,00
130.189
50,00
(214)
12.250
--
--
66.340 47.693 (1.460)
Purchase during the year (5)
293.774
172.776
Increase in paid-in capital
144.653
81.681
4.929.207
3.976.954
Balance at 31 December
(4) Sales of shares of Krone Doğuş Treyler Sanayi ve Ticaret A.Ş. and En-moda E Alışveriş ve Ticaret A.Ş. owned the Group representing 49% and 23% of the shares respectively, has been finalized on 8 April 2015 and 11 November 2014. (5) Doğuş Holding has purchased an additional 51% of HC International S.A. on 14 April 2015, 60% of Mad Atelier International B.V. on 6 July 2015 and 33,33% of Solid Rock Property SAS on 7 December 2015. On 16 January 2014, 50% of Ege Turizm and on 18 November 2014, %50 of Corpera have been purchased.
For the years ended 31 December, share of profit/(loss) of investments in equity accounted investees comprised the following:
--
34,00
112.193
51,00
25.007
50,00
24.113
50,00
Garanti Bank
--
--
20.616
49,00
Azumi Limited
TÜVTURK Kuzey–Güney Consolidated
60.354
33,33
60.464
33,33
Aslancık
14.715
33,33
36.940
33,33
Corpera
336.131
50,00
42.508
50,00
--
--
42.012
51,00
48.057
60,00
--
--
L'atelier
5.081
128.848
51,00
Sele Restaurant Group (2)
-(99.103)
(20.616)
34,00
Krone Doğuş (4)
(4.213.292)
Sale of shares (4)
--
Doğuş Planet
(127.883)
--
Loss making associate classified as non-current liability
130.239
Acropolis S.P.A.
(195.271)
Share of profit / (loss) of equity accounted investees
Joint ventures-equity accounted
Boyabat (3)
2014
Share of profit of equity accounted investees
Transfer from subsidiary
16 Investments in equity accounted investees
2015
2015
2014
369.383
923.092
37.881
28.900
TÜVTURK Kuzey-Güney Consolidated
31.981
22.460
VDF Servis
15.729
7.899
Acropolis S.P.A
(2.501)
389
VDF Tüketici
HC International SA
63.162
51,00
--
--
Aslancık
Gestin Turizm
11.955
50,00
--
--
Doğuş Planet
Others
46.898
82.645
4.929.207
3.976.954
(6.398)
29.265
(24.922)
(6.764)
(38.456)
(37.335)
(162.539)
(47.693)
LPD Holding
--
31.139
(1) Group and BBVA have entered into a share purchase agreement dated 19 November 2014 for the sale of shares of Garanti Bank representing 14,23% of the paid-up share capital. At 31
Hedef Medya
--
1.927
December 2014, shares of the Garanti Bank representing 14,23% has been reclassified as asset held for sale (Note 23). Share transfer has been finalised on 27 July 2015.
Krone Doğuş
--
(5.742)
Sele Restaurant Group
--
(2.059)
Total
(2) Please see Note 36. (3) The Group’s share of losses in Boyabat, a joint venture of the Group, exceeds its interest in Boyabat, the carrying amount of the investment is reduced below zero and the total carrying value of the investment and share of losses in Boyabat has been reclassified as other non-current liability amounting to TL 128.848 thousand (31 December 2014: TL 47.693 thousand) (4) As a result of share purchase agreement signed between the Group, holding 49% of total share capital of Krone Doğuş Treyler Sanayi ve Ticaret A.Ş. and Fahrzeugwerk Bernard Krone GmbH on 29 January 2015 and necessary legal permissions were acquired and sales transaction has been completed on 8 April 2015.
DOĞUŞ GROUP
194
2015 ANNUAL REPORT
Boyabat
Others Total
DOĞUŞ GROUP
195
2015 ANNUAL REPORT
3.833
1.322
223.991
946.800
Share of other comprehensive income / (expense) of equity accounted investees
For the years ended 31 December, share of other comprehensive income / (expense) of investments in equity accounted investees comprised the following:
Aslancık
Corpera 194.160
2015
TÜVTURK Kuzey-Güney Consolidated
Krone Doğuş
LPD Holding
Others
Total
Garanti Bank
Others (137.359)
Total
DOĞUŞ GROUP
196 2015 ANNUAL REPORT
2014 --
Garanti Bank 147.823 121.875
Azumi Limited 86.103 47.165
Boyabat 33.710 --
Acropolis S.P.A 16.006 19.824
(7.906)
1.203 (6) (1)
-(608)
Dividend income
For the years ended 31 December, dividend income comprised the following: (7.372)
-(2.234) (9)
463.727 186.006
2015 2014
(57.912)
(102.959) (24.924)
(195.271) (127.883)
Aslancık
16.470
DOĞUŞ GROUP
197 2015 ANNUAL REPORT
8.422
26.921 33.316 127.854
Sele Restaurant Group Corpera Others
237.628
Hedef Medya VDF Servis
25.245 25.072
150.135
TÜVTURK Kuzey-Güney Consolidated
387.969
156.949
8.873
5.801
3.174
57.531
459.869
835.540
27.935
515.823
190.265
35.794
243.429
11.596
82.603
485.114
985.675
108.269
4.189.881
97.847
2.216.440
638.239
244.542.531
Total assets
257.934
28.891
249.087
113.674
207.343
223.537
177.216
34.893
189.462
2.323
41.194
60.275
226.260
59.102
4.011.939
32.683
383.663
74.340
177.032.202
Current liabilities
31 December 2014
572.913
628.079
326.760
470.309
1.036.454
79.162
5.234.780
45.752
328.880
57.535
206.692.422
Current liabilities
47.021
--
3.670
95
123
--
311.913
603.942
941
394
31.509
1.827.077
106.883
39.649.567
Non-current liabilities
46.571
21.458
131
310.393
666.628
422
466
28.155
2.248.464
128.579
36.139.885
Non-current liabilities
270.558
177.216
38.563
189.557
2.446
41.194
372.188
830.202
60.043
4.012.333
64.192
2.210.740
181.223
216.681.769
Total liabilities
304.505
50.349
249.218
424.067
873.971
79.584
5.235.246
73.907
2.577.344
186.114
242.832.307
Total liabilities
750.329
769
57.352
59.590
17.502
61.553
33.728
1.166.449
49.607
369.974
47.184
249.772
188.255
20.577.553
Total revenue
794.402
44.201
63.533
62.931
1.326.513
86.350
363.360
51.902
288.989
302.941
23.052.767
Total revenue
3.428
223
(4.037)
16.068
4.810
(11.678)
(20.294)
67.615
(74.671)
43.701
762
(140.270)
40.109
3.810.009
Net profit/(loss)
(814)
--
(2.261)
--
(1.815)
(1.241)
(18)
--
486
333
38.871
--
94.311
508.872
Other comprehensive income
665
388.319
--
3.609
(23.717)
--
--
31.383
99.147
172.171
1.520.818
Othercomprehensive income
31 December 2014
15.415
28
23.652
(74.773)
95.942
(76.912)
31.569
985
(478.057)
53.333
3.694.657
Net profit/(loss)
31 December 2015
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Krone Doğuş
80.334
Doğuş Planet
43.148
89.311
2.140.775
573.770
126.438.766
Non-current assets
326.828
608.700
6.823
453.839
813.823
129.598
5.444.504
118.166
2.204.081
812.701
274.860.009
Total assets
31 December 2015
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Aslancık
4.146.733
VDF Tüketici
8.536
75.665 Acropolis S.P.A
64.469 Boyabat
118.103.765
Current assets
Azumi Limited
Garanti Bank
19.379 246.085
Others
319.937 Corpera
VDF Servis
222.631
90.157 TÜVTURK Kuzey-Güney Consolidated
42.215
5.402.289
VDF Tüketici Doğuş Planet
39.441
103.724
14.442
Acropolis S.P.A
2.140.629
573.548
137.533.767
63.452
239.153
137.326.242
Boyabat
Azumi Limited
Garanti Bank
Current assets
Non-current assets
The table below presents the financial information of the joint ventures and the associates as adjusted to comply with accounting policies adopted by the Group; which is applied before consolidating to the Group with the equity method:
16 Investments in equity accounted investees (continued)
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
16 Investments in equity accounted investees (continued)
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
16 Investments in equity accounted investees (continued)
16 Investments in equity accounted investees (continued)
The following table summarizes cash and cash equivalents, depreciation and amortisation expenses, interest income and interest expenses of significant joint ventures before the consolidation of eliminations and adjustments:
Other significant matters regarding the Joint Ventures are as follows:
31 December 2015 Cash and cash equivalents
Depreciation and amortisation
Interest income
Interest expense
6.802.108
346.837
18.944.036
8.714.031
74.058
12.563
116
42
Garanti Bank Azumi Limited
31 December 2014 Cash and cash equivalents
Depreciation and amortisation
Interest income
Interest expense
6.596.475
307.236
16.519.493
8.169.806
34.708
4.322
97
36
Garanti Bank Azumi Limited
Financial Information regarding Garanti Bank and its subsidiaries The following table summarizes the reconciliation of investments in equity of Garanti Bank and its subsidiaries:
Total equity attributable to equity holders of Garanti Bank Total equity attributable to equity holders of Garanti Bank based on the equity interest of the Group (10,00%)
2015
2014
31.779.073
27.061.895
3.177.907
Goodwill Revaluation surplus and other adjustments Other consolidation adjustments Transferred to assets held for sale Investment in equity accounted investees
6.557.097
177.604
424.475
--
144.312
(60.309)
(61.978)
--
(4.148.551)
3.295.202
2.915.355
Financial Information regarding Azumi Limited and its subsidiaries
Impairment testing for goodwill The recoverable amount of goodwill related with Garanti Bank is determined based on their quoted share prices. The valuation of the fair value of equity for Azumi Limited and Acropolis S.P.A. is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Azumi Limited and Acropolis S.P.A. Five-year business plan prepared by management is used for valuation.
Key assumptions used in discounted cash flow projections Key assumptions used in calculation of recoverable amounts are average discount rates and terminal growth rates. These assumptions are as follows: Currency
Discount rate
Terminal growth rate
Acropolis S.P.A
EUR
5,54 percent
2,00 percent
Azumi Limited
USD
10,95 percent
2,00 percent
17 Trade receivables and trade payables Short-term trade receivables As at 31 December, short-term trade receivables comprised the following:
2015
2014
1.584.094
1.187.418
Due from customers for contract work (Note 24)
491.591
367.879
Contracts receivable
393.195
107.519
Account receivables
Doubtful receivables Allowance for doubtful receivables (-)
The following table summarizes the reconciliation of investments in equity of Azumi Limited and its subsidiaries: 2015
2014
Total equity attributable to equity holders of Azumi Limited
587.203
452.294
Total equity attributable to equity holders of Azumi Limited based on the equity interest of the Group (50,01%)(50,01%)
293.660
226.192
160.612
124.587
Investment in equity accounted investees
454.272
350.779
DOĞUŞ GROUP
198
2015 ANNUAL REPORT
52.775 (52.775)
Notes receivables
34.825
41.316
Post dated cheques
49.824
19.809
Other receivables
Goodwill
57.779 (57.779)
DOĞUŞ GROUP
199
2015 ANNUAL REPORT
23.335
38.765
2.576.864
1.762.706
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
17 Trade receivables and trade payables (continued)
18 Inventories
Long-term trade receivables
As at 31 December, inventories comprised the following: 2015
2014
Trading goods
616.179
300.679
Goods in transit
564.317
240.545
Spare parts
137.305
108.764
Raw materials (*)
108.228
60.326
As at 31 December, long-term trade receivables comprised the following:
Due from customers for contract work (Note 24)
2015
2014
106.108
97.176
Contracts receivable
99.367
91.071
Doubtful receivables
200.000
159.512
(200.000)
(159.512)
Allowance for doubtful receivables (-) Other receivables
--
26.598
205.475
214.845
As at 31 December 2015, the Group held letters of guarantee amounting to TL 69.408 thousand (31 December 2014: TL 49.253 thousand) as collateral against its receivables. Movements in the allowance for doubtful receivables during the years ended 31 December were as follows: Balance at the beginning of the year Provision for the year Acquired through business combinations Recoveries Write-offs Exchange rate differences on foreign currency balances Balance at the end of the year
2015
2014
212.287
195.103
3.624
9.210
67
55
(298)
(3.584)
(363)
(453)
42.462
11.956
257.779
212.287
Short-term trade payables
Account payables Payables related to employee benefits Due to customers for contract work (Note 24)
2015
2014
1.376.464
818.631
19.946
16.197
25.590
Notes payable Others
1.901
1.901
Other inventory
45.068
49.474
Provision for impairment in the value of inventories (-)
(6.043)
(6.456)
1.466.955
755.233
(*) As at 31 December 2015 and 2014, raw materials are mainly composed of construction materials in various construction projects of Doğuş İnşaat and food and beverage inventories of the companies of food and beverage segment.
The Group has provided provision for damaged and slow-moving items in inventories. The current year inventory provision is included in “cost of sales”. For the years ended 31 December, movement of provision for diminution in the carrying value of inventories is as follows:
2015
2014
6.456
3.565
Increase during the period
92
2.098
Currency translation differences
24
(9)
Reversal of provisions
(529)
802
End of the period
6.043
6.456
Balance at the beginning of the year
19 Investment property
As at 31 December, short-term trade payables comprised the following:
Trading property, net of impairment
2.102
239
148
24.811
20.366
1.447.050
857.444
As at 31 December, investment properties comprised the following:
2015
2014
Investment property
3.186.244
2.525.045
Investment property under construction
2.307.854
1.859.599
5.494.098
4.384.644
2015
2014
2.525.045
2.311.190
393.687
162.013
60.112
31.780
Disposals
--
(2.287)
Transfer from trading property (Note 18) (*)
--
32.109
19.1 Investment property As at 31 December, the movements of investment property were as follows:
Long-term trade payables As at 31 December, long-term trade payables comprised the following:
Account payables Others
Balance at the beginning of the year 2015
2014
--
17.415
340
3.378
340
20.793
Fair value changes recognised in profit or loss (Note 12) Additions
Transfer from property and equipments (Note 20) (**)
234.503
--
Transfer to property and equipments (Note 20)
(27.103)
(9.760)
3.186.244
2.525.045
End of the period
(*) Land with undetermined future use which was previously classified as trading property and which was carried at cost has been reassessed in 2014 and reclassified as investment property. (**) As at 31 December 2015, land with undetermined future use which was previously classified as property and equipment was reclassified as investment property.
DOĞUŞ GROUP
200
2015 ANNUAL REPORT
DOĞUŞ GROUP
201
2015 ANNUAL REPORT
DOĞUŞ GROUP
202
2015 ANNUAL REPORT
2015 ANNUAL REPORT
(*) As at 31 December 2015, fair value of land and buildings of the Group is appraised by independent third party appraisers using peer comparison and discounted cash flow method. (**) Transfer is mainly comprised of motor vehicle belonging to Körfez Havacılık amounting to TL 41.687 thousand which was previously classified as assets held for sale and which was reclassified property and equipment during the current year. (***) As of 31 December 2015, there are capitalized interest and foreign exchange expenses amount to TL 241.258 thousand in additions related to construction in progress (31 December 2014: TL 150.756 thousand). (****) Includes property and equipment acquired through business combination as disclosed in Note 36 and land belonging to West Mediteranean Holding amounting to TL 37.271 thousand which was accounted as asset purchase.
(4.076)
7.489.849
7.485.773 (7.365) (40.195) Net carrying value
6.113.610
981.767
192.779
(128.753)
(234.503)
27.103
47.273
65.533
468.524
--
(7.365) (42.441)
2.246 --
468.524 65.533 47.273
---
27.103 (234.503)
-7.252
(136.005) 192.779
---
981.767
(13.574)
6.127.184 Net book value
Less: Impairment in value
(6.682)
(1.885.398) 8.702 -(18.424) (19.322) (44.614) -(414) 53.152 (79.988) (334.500) (1.449.990) Total accumulated depreciation
(107.209) 117
---
---
-(162)
(454) (13.884)
1.884 --
---
-2
20.893 (592)
-(1.242)
(48.896)
203
(7.164)
(64.393) Motor vehicles
(74.751) (211.284)
DOĞUŞ GROUP
Others
(767.421)
(283.631) 226 --(1.338) (3.013) --11.988
(720.455)
Leasehold improvements
(5.459)
8.352
7 --
---
(18.424) (9.442)
(7.926) 1.459
(31.060) --
---
(414) 1.698
18.571
(64.366)
(627.765)
(145.245)
(539.384) Buildings
Furniture and equipment
(14.867)
Transfers (**) Disposals
(59.070)
Sale of subsidiary 31 December Writen-off on asset Net revaluation change Effects of movements in exchange rates Transfer to assets held for sale Transfer to assets held for sale Acquired through business combinations (****)
20.530
270.598
439.883
1.518.277
9.375.247 (16.067) (42.441) 486.948 84.855 91.887 27.103 (234.089) (189.157)
---831 (1.740) --
--
(148) --
(12.057) --
-4.891
7.104 (1.826.160)
75.715 --
(1.460) ---
(14.438)
(21) (30.384)
---
486.948 47.958
14.032
10.039 1.461.435 --
---
--
-(317) 132
272.767
Additions
Risk-adjusted discount rates (6,8-10%).
1 January
•
Less: Accumulated depreciation
Occupancy rate (90-100%)
1.316.267
•
7.577.174
Expected market rental growth, 2,5-6%
Total cost
•
6.210
Discounted cash flows: The valuation model considers the present value of net cash flows to be generated from the property, taking into account expected rental growth rate, void periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk-adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location (prime vs secondary), tenant credit quality and lease terms.
15.414
Significant unobservable inputs
Others
Valuation technique
20 Property and equipment
The following table shows the discounted cash flow valuation technique (Level 3) used in measuring the fair value of investment property, as well as the significant unobservable inputs used.
(820)
Peer comparison method (Level 2) determines recently listed or sold properties in market and takes into consideration of other factors for the adjustment of value based on size of land of property with current condition and location. For current market outlook the appraisers contact with the property sale intermediaries.
(106.614)
As at 31 December, fair value of the investment properties is calculated by using the discounted cash flow method and a peer comparison by independent appraisal.
--
2.525.045
893
1.917.635
129.256
607.410
584.795
--
335.890
Total
1.517.736
2.525.045
Construction in progress
Total
1.917.635
Motor vehicles
Level 3
607.410
--
Level 2
--
(17.380)
Level 1
14.431
2014 Investment property
318.530
3.186.244
590.015
1.819.983
Leasehold improvements
1.366.261
197.365
--
185.272
Total
--
3.186.244
27.103
Total
1.819.983
--
Level 3
1.366.261
(234.089)
Level 2
--
(41.775)
2015
(22.251)
Level 1
Investment property
1.117.104
2014 as TL 1.539.169 thousand (equivalent of USD 702 million).
4.001.015
the “transfer of operating rights” method for a period of 30 years was not subject to authorisation of the Board. Total amount of the tender was paid on 13 February
Furniture and equipment
acquisition of the Salıpazarı Cruise Harbor, which was previously owned by Turkey Denizcilik İşletmeleri Anonim Şirketi, within the scope of its privatization via
Land and buildings (*)
(*) On 16 May 2013, Doğuş Holding won the tender for privatization of Salıpazarı Port Area. On 18 July 2013, Competition Board decided that Doğuş Holding’s
24.157
Writen-off on asset
1.859.599
Transfers (**)
2.307.854
Disposals
(1.083)
Additions
--
1 January
60.370 80.492
Cost
End of the period
85.193 246.775
Net revaluation change
Transfer to investment property in use
1.609.260
Effects of movements in exchange rates
Capitalized foreign currency differences
110.560
116.287
Transfer to assets held for sale
Capitalized interest expense
1.859.599
Transfer to assets held for sale
Additions (*)
Acquired through business combinations (****)
Balance at the beginning of the year
2014
Movements of property and equipment and related accumulated depreciation during the year ended 31 December 2015 were as follows:
2015
233.154
As at 31 December, the movements of investment property under construction were as follows:
55.644
19.2 Investment property under construction
221.832
19 Investment property (continued)
2.375.610
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.) 4.750.349
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Sale of subsidiary 31 December
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
(7.164)
(1.449.990)
6.127.184
(13.574)
6.113.610
14.309
306.811
--
306.811
(64.393) 0
0
(627.765)
(211.284)
(539.384) 14.309
0
31 December Net revaluation change
0
15.414
7.577.174 292.502
1.517.736 --
--
590.015
335.890 --
1.117.104 --
--
4.001.015 292.502
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
31 December
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Net revaluation change
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
20 Property and equipment (continued) The Group’s land and buildings are revalued for the purpose of the consolidated financial statements. Independent third party appraisers conduct the appraisals periodically on the basis of fair market value. As at 31 December 2015, the revaluation surplus, net of non-controlling interests and deferred taxes, amounting to TL 2.270.258 thousand including the fair value differences of investment and trading properties till the date of the use of property change from own use and the fair value differences of land and buildings until reclassified as asset held for sale (31 December 2014: TL 1.565.559 thousand) was recognised in other comprehensive income, and presented in “revaluation surplus” account within the equity.
204
2015 ANNUAL REPORT
(*) As at 31 December 2014, fair value of land and buildings of the Group is appraised by independent third party appraisers using peer comparison method. (**) The Group has transferred one airplane from motor vehicle account to assets held for sale account. (***)Transfers are mainly comprised of Automative and Tourism investments amounting to TL 67.550 thousand and TL 73.910 thousand.
(7.185) 161.567 (12.768) (75.209) 267.008 1.008.087 4.465.299 Net carrying value
--
(7.185) 161.567
---
(12.768) (101.397)
26.188 --
267.008 1.008.087
-(39.762)
4.505.061 Net book value
50.277 (23.511) (226.373) (1.266.561) Total accumulated depreciation
Less: Impairment in value
1.869 --
52
(606) 68
10 --
-13.460
1.951 (146)
(2.405) (20.446)
(795) (8.236)
(54.464) Motor vehicles
Others
833 --10.374 (6.442) (47.293) (168.756) Leasehold improvements
178
1.412 (57)
(21) --
-2.200
22.292 (7.989) (101.247)
(6.529) (494.127) Buildings
(540.978)
(56.592)
DOĞUŞ GROUP
Furniture and equipment
Effects of movements in exchange rates Transfers Transfer to assets held for sale Disposals Acquired through business combinations Additions 1 January Less: Accumulated depreciation
(9.054) 161.567 (12.768) (151.674) 290.519 1.234.460 5.771.622 Total cost
(248)
(49) 13
(124.770) --
-(1.644)
(3.365) 46.838
368 4.938
792.600 806.681
11.788 Others
Construction in progress
1.685 149.299 (12.768) (36.446) 4.307 89.855 139.958 Motor vehicles
(2.699) 23.031 -(18.378) 16.326 90.976 480.759 Leasehold improvements
(569)
(7.174) 95.229
18.765 --
-(63.456)
(28.385) 18.709
203.971 78.115
177.976 930.608
3.401.828 Land and buildings (*)
Furniture and equipment
Effects of movements in exchange rates Transfers (***) Transfer to assets held for sale (**) Disposals Acquired through business combinations Additions 1 January Cost
Movements of property and equipment and related accumulated depreciation during the year ended 31 December 2014 were as follows:
20 Property and equipment (continued)
Had there been no revaluation on land and buildings, the balances of land and buildings as at 31 December would have been as follows: Historical cost
Accumulated
Net Book Value
31 December 2015
3.226.796
(471.505)
2.755.291
31 December 2014
2.747.889
(324.432)
2.423.457
21 Intangible assets and goodwill As at 31 December, intangible assets and goodwill comprised the following: Goodwill Intangible assets
2015
2014
908.232
914.591
1.525.455
1.184.413
2.433.687
2.099.004
21.1 Goodwill As at 31 December, the movements in goodwill were as follows: 2015
2014
Balance at the beginning of the year
914.591
754.833
Acquisition during the year (Note 36)
51.639
190.928
Adjustment of goodwill previously recognised as provisional (*)
81.792
(28.134)
Lacivert Pozitif Sait Günaydın Tenos Villa Dubrovnik Transfer to intangible assets (**)
--
(839)
306
(28.887)
--
1.592
69.930
--
5.493
--
6.063
--
(104.635)
--
Dalmacija and Borik
(89.509)
--
D Marin Göcek
(14.498)
--
Marina Sibenik
(628)
--
(31.206)
--
(1.106)
--
(30.100)
--
Disposals Itsumi Enformasyon Goodwill impairment Star TV (*) (formerly, named as Kapital Radyo) Adjustments for currency translation Balance at the end of the year
(5.041)
--
1.092
(3.036)
908.232
914.591
(*) Based on revision works on the independent valuation report regarding the fair value of intangible assets are revised in the current period. (**)Considering that marinas operated by the Group have concessions for a limited number of years, the Group has reclassified goodwill amounting to TL 104.635 thousand related with D Marin Göcek, Dalmacija, Marina Sibenik and Borik to other intangible assets and began to recognise amortisation over the total of respective concession periods.
DOĞUŞ GROUP
205
2015 ANNUAL REPORT
914.591
628
452
1.106
14.498
89.057
30.100
2.735
1.825
2.849
--
9.176
4.712
4.667
1.374
5.024
--
6.319
14.118
16.726
27.983
28.554
--
87.158
48.680
191.424
143.297
182.129 252.059 --
21 Intangible assets and goodwill (continued) 21.1 Goodwill (continued)
908.232
--
--
--
--
--
--
2.735
1.825
2.849
2.874
4.135
4.712
4.667
7.437
5.024
11.812
10.261
14.118
16.726
27.983
28.860
38.504
87.158
48.680
191.424
144.389
Impairment testing for goodwill The Group performs annual impairment tests for goodwill and other intangible assets that have indefinite useful life, together in each entity.
--
The valuation of the fair value of equity for Star TV is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Star TV. 5-year business plan prepared by management is used for valuation. The valuation of the fair value of equity for Doors Holding is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Doors Holding. 5-year business plan prepared by management is used for valuation. The valuations of the fair value of equities of Kivahan, D-Et, Aresta, Mezzaluna, Lacivert, Sait Balıkçılık, Etiler Turistik, Meto Turizm and Afiyet Olsun are performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equities of Kivahan, D-Et, Aresta, Mezzaluna, Lacivert, Sait Balıkçılık, Etiler, Meto and Afiyet Olsun. 5-year business plan prepared by management is used for valuations. The valuation of the fair value of equity for Pozitif companies is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Pozitif Arena. 43-year business plan prepared by management is used for valuation. Group finds more appropriate to use of business plans prepared during the life of the concession rights which Pozitif Arena is the owner for determining the forward estimates. 10-year business plan prepared by the management has been used for the valuation of Pozitif Müzik and Pozitif Yapım.
(*) Kapital Radyo merged with Star TV on 29 June 2012.
--
2.933
The valuation of the fair value of equity for Doğuş İnşaat is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Doğuş İnşaat. 7-year business plan prepared by management is used for valuation. The Group considers business plans developed during the life of the construction contracts in progress is more appropriate for valuation.
2.384
16.286
Apr 2012 2.384 2.834
36,00 July 2011 45.239 16.914
Borik
Marina Sibenik
The valuations of the fair value of equities of NTV Radyo is performed internally. The income approach (discounted cash flow method) is used to determine the fair value of equities. 5-year business plan prepared by management is used for valuation of NTV Radyo.
100,00
--
-1.124
40.369
Jan 2014 2.247
50,00
Dec 2010 40.369
2.230 Itsumi
D Marin Göcek
54.867
100,00
--
-7.548
53.399
10.783
70,00
Apr 2012
July 2003
53.399
40.091
Dalmacija
Enformasyon
127.175
100,00
--
-3.382
-50,00
Dec 2012
60,00
Dec 2006 --
5.637
2.735
5.207
DOAŞ
Aresta
-770 Apr 2012 1.509 Kivahan
3.619
51,00
--
-(1.413)
70 97,00
Feb 2015
100,00
Dec 2007 72
(1.413)
Star TV (*) (formerly, named as Kapital Radyo)
1.461
9.246
2015 ANNUAL REPORT
LPM
--
-4.478
3.673
5.971
75,00 Aug 2013
May 2013
4.897
9.145
Meto Turizm
Lacivert
8.385
75,00
--
-3.037
72.987
5.062
88,17 Apr 2014
Dec 2013
82.780
Sait Balıkçılık
8.061
206
Villa Dubrovnik
80.425
60,00
--
-55.845
33.006 Mar 2015 55.010
60,00
May 2014 55.845
Hedef Medya
67.657
DOĞUŞ GROUP
Tenos
43.267
100,00
--
-7.741
11.386
Apr 2012 15.179
51,00
Aug 2013 15.182 28.112 Etiler Turistik
D Et
21.859
75,00
--
-17.738
61.093 4,09 89.076
80,00 Aug 2013
Dec 2006
22.173
1.491.894
46.598
Doğuş İnşaat
Pozitif Companies
-16.121 Apr 2015 24.061 Sele Restaurant Group
54.625
67,00
--
-9.556
11.719 97,00
Nov 2013
60,00
Apr 2004 12.081
15.926
98.877
58.236 Maça Kızı
NTV Radyo
2.933
-404.810
118.472 74,25 159.558 259.929
99,93 Nov 2011
Dec 2012
405.110 596.234
Doors Holding
Star TV
Aug 2014 94.941 318.518 Günaydın
Purchase date Net asset fair value
70,00
66.459
The recoverable amount of goodwill related with DOAŞ are determined based on their quoted share prices.
Acquisition cost Entity
As at 31 December, goodwill comprised the following:
21.1 Goodwill (continued)
21 Intangible assets and goodwill (continued)
Shares acquired %
Group share
31 December 2014 net amount
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
31 December 2015 net amount
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Cumulative adjustment for currency translation
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
The valuation of the fair value of equity for Maça Kızı companies is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Maçakızı 9-year business plan prepared by management is used for valuation. The valuation of the fair value of equity for Günaydın companies is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Günaydın 5-year business plan prepared by management is used for valuation. The valuation of the fair value of equity for Villa Dubrovnik companies is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Villa Dubrovnik 9-year business plan prepared by management is used for valuation.
DOĞUŞ GROUP
207
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
21 Intangible assets and goodwill (continued)
21 Intangible assets and goodwill (continued)
21.2 Intangible assets other than goodwill
21.1 Goodwill (continued)
Movements of intangible assets other than goodwill and related accumulated amortisation during the year ended 31 December 2015 were as follows:
Impairment testing for goodwill (continued) The valuation of the fair value of equity for Argos in Cappadocia companies is performed by an independent valuation company. The income approach (discounted cash flow method) is used to determine the fair value of equity of Argos in Cappadocia 9-year business plan prepared by management is used for valuation. The fair value of Hedef Medya, LPM, K&G Medmarinas Management S.A., Sele Restaurant Group and Marina Barcelona 92 S.A. have been determined provisionally pending completion of valuation.
Key assumptions used in discounted cash flow projections
1 January
Additions
Acquired through business combinations
Disposals
Transfers
Effects of movements in exchange rates
Sale of subsidiary
31 December
94.743
--
228.500
--
113.794
18.094
--
455.131
Concession rights-D Marin Göcek (a)
20.454
--
--
--
14.498
--
--
34.952
Concession rights- Dalmacija and Borik (c)
60.465
--
--
--
89.509
17.131
--
167.105
Concession rights – Pozitif Arena (h)
13.824
--
--
--
--
--
--
13.824
Concession rights – K&G (Note 36.3)
--
--
34.113
--
9.159
963
--
44.235
Concession rights – Marina Sibenik
--
--
--
--
628
--
--
628
Concession rights – MB 92 (Note 36.5)
--
--
194.387
--
--
--
--
194.387 64.688
Cost Concession rights
Customer relationship
Key assumptions used in calculation of recoverable amounts are average discount rates and terminal growth rates. Discount rates were determined by currency used in discounted cash flow. These assumptions are as follows:
7.136
--
56.981
--
--
571
--
Customer relationship-D Marin Göcek (a)
1.890
--
--
--
--
--
--
1.890
Customer relationship Dalmacija and Borik (c)
4.512
--
--
--
--
571
--
5.083
734
--
--
--
--
--
--
734
--
--
56.981
--
--
--
--
56.981
655.828
--
33.536
--
(118.435)
--
(2.658)
568.271
232.429
--
--
--
--
--
--
232.429 17.207
Customer Relationship-Maça Kızı Customer Relationship-Hedef Medya (Note 36.1)
Currency
Discount rate
Terminal growth rate
Brand name Brand name - Star TV
Doğuş İnşaat
USD
Kapital Radyo
TL
NTV Radyo
percent 8.57 percent 13.99
percent 2.00
Brand name - Nusr-et (d)
17.207
--
--
--
--
--
--
percent 4.00
Brand name - Kivahan (e)
1.677
--
--
--
--
--
--
1.677
Brand name - Go Mongo (g)
6.509
--
--
--
--
--
--
6.509
USD
percent 10.87
percent 2.00
Star TV
TL
percent 13.99
percent 1.00
Doors Holding
TL
percent 15.52
Kivahan
TL
D-Et
Brand name - Kitchenette (f)
60.443
--
--
--
--
--
--
60.443
percent 2.00
Brand name - Da Mario (f)
13.804
--
--
--
--
--
--
13.804
Brand name - Gina (f)
11.341
--
--
--
--
--
--
11.341
percent 16.50
percent 2.00
Brand name - Vogue (f)
11.483
--
--
--
--
--
--
11.483
USD
percent 5.40
percent 2.00
Brand name - Anjelique (f)
9.645
--
--
--
--
--
--
9.645
Aresta
TL
percent 11.40
percent 2.00
Brand name - Tom's Kitchen (f)
9.884
--
--
--
--
--
--
9.884
Mezzaluna
TL
percent 11.40
percent 2.00
Brand name - Mezzaluna
5.887
--
--
--
--
--
--
5.887
Lacivert
TL
percent 13.50
percent 2.00
Brand name - Lacivert
7.385
--
--
--
--
--
--
7.385
12.976
--
--
--
--
--
--
12.976
Sait Balıkçılık
TL
percent 14.40
percent 2.00
Brand name - Çubuklu 29 (i)
4.217
--
--
--
--
--
--
4.217
Etiler Turistik, Meto Turizm and Afiyet Olsun
TL
percent 13.70
percent 2.00
Brand name - Maki 29, Alaçatı 29 (i)
2.839
--
--
--
--
--
--
2.839
USD
percent 11.00
percent 2.00
Brand name - Maça Kızı
2.955
--
--
--
--
--
--
2.955
Brand name - Sait
4.053
--
--
--
--
--
--
4.053
Brand name –Itsumi (Note 36.6)
2.658
--
--
--
--
--
(2.658)
--
Brand name –Villa Dubrovnik (Note 36.7)
7.332
--
--
--
--
--
--
7.332
Maça Kızı Pozitif Arena
USD
percent 6.00
--
Pozitif Yapım
USD
percent 11.01
percent 2.00
Pozitif Müzik
USD
percent 5.50
percent 2.00
TL
percent 16.40
percent 1.00
Villa Dubrovnik
EUR
percent 6.16
percent 2.00
Argos in Cappadocia
USD
percent 6.78
percent 2.00
Günaydın
Brand name - Ulus 29 (i)
Brand name –Argos in Cappadocia (Note 36.8) Brand name –Günaydın (Note 36.10) Brand name –Pozitif (h) Brand name –Sele Group (Note 36.4) Broadcasting rights
Discount rates used in discounted cash flows are the weighted average cost of capital (“WACC”) of the relevant entities. As a result of the impairment testing on entity basis, no impairment loss is recognised during the year ended 31 December 2015.
--
--
--
--
3.121
--
--
(118.435)
--
--
92.292
17.256
--
--
--
--
--
--
17.256
--
--
33.536
--
--
--
--
33.536
277.111
--
--
--
2.532
--
18
279.661
--
--
--
--
--
--
139.236
Broadcasting rights - Star TV
137.875
--
--
--
2.532
--
18
140.425
20.365
--
--
--
--
--
--
20.365
6.913
--
--
--
--
--
--
6.913
74.887
--
--
--
--
--
--
74.887
148.124
116.205
6.993
(4.504)
--
1.176
(5.278)
262.716
1.285.107
116.205
326.010
(4.504)
(2.109)
19.841
(7.918)
1.732.632
Sponsorship contract (f) Other intangible assets Total cost
2015 ANNUAL REPORT
--
--
139.236
Franchise network - Kitchenette (f)
208
--
Broadcasting rights - A Yapım (b)
Content library (movies and series) - Star TV
DOĞUŞ GROUP
3.121 210.727
DOĞUŞ GROUP
209
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
21 Intangible assets and goodwill (continued)
21 Intangible assets and goodwill (continued)
21.2 Intangible assets (continued)
21.2 Intangible assets (continued)
Less: Accumulated amortisation Concession rights
1 January
Current year amortisation
Acquired through business combinations
Disposals
Transfers
Effects of movements in exchange rates
Sale of subsidiary
31 December 48.018
6.199
7.748
34.071
--
--
--
--
Concession rights-D Marin Göcek (a)
1.334
830
--
--
--
--
--
2.164
Concession rights- Dalmacija and Borik (c)
4.001
4.654
--
--
--
--
--
8.655
Concession rights - Pozitif Arena (h)
864
691
Concession rights- Marina Sibenik - K&G
--
1.573
Concession rights- MB 92 (Note 36.5)
--
Customer relationship Customer relationship-D Marin Göcek (a)
2.125
--
--
--
--
--
1.555
1.985
--
--
--
--
3.558
32.086
--
--
--
--
32.086
--
--
--
--
--
8.325
6.200
1.248
64
--
--
--
--
--
1.312
Customer relationship-Dalmacija and Borik (c)
730
291
--
--
--
--
--
1.021
Customer Relationship-Maça Kızı
147
147
--
--
--
--
--
294
Customer Relationship – Hedef Medya (Note 36.1) Content library (movies and series) - Star TV Franchise network - Kitchenette (f)
--
5.698
--
--
--
--
--
5.698
12.219
4.073
--
--
--
--
--
16.292
1.402
701
--
--
--
--
--
2.103
Movements of intangible assets other than goodwill and related accumulated amortisation during the year ended 31 December 2014 were as follows:
Cost Concession rights
1 January
Additions
Acquired through business combinations
Disposals
Effects of movements in exchange rates
Impairment
31 December 94.743
63.700
--
22.021
--
9.022
--
Concession rights-D Marin Göcek (a)
20.454
--
--
--
--
--
20.454
Concession rights- Dalmacija and Borik (c)
43.246
--
8.197
--
9.022
--
60.465
--
--
13.824
--
--
--
13.824
Concession rights – Pozitif Arena (h) Customer relationship
6.357
--
--
--
779
--
7.136
Customer relationship-D Marin Göcek (a)
1.890
--
--
--
--
--
1.890
Customer relationship-Dalmacija and Borik (c)
3.733
--
--
--
779
--
4.512
734
--
--
--
--
--
734
414.734
--
241.094
--
--
--
655.828
232.429
--
--
--
--
--
232.429 17.207
Customer Relationship-Maça Kızı Brand name
Sponsorship contracts (f)
14.242
7.576
--
--
--
--
--
21.818
Other intangible assets
64.507
50.954
4.075
--
(4.315)
--
(4.600)
110.621
Brand name - Star TV
100.694
77.252
38.146
--
(4.315)
--
(4.600)
207.177
Brand name - Nusr-et (d)
17.207
--
--
--
--
--
1.184.413
38.593
287.864
(4.504)
2.206
19.841
(3.318)
1.525.455
Brand name - Kivahan (e)
1.677
--
--
--
--
--
1.677
Brand name - Go Mongo (g)
6.509
--
--
--
--
--
6.509
Total accumulated amortisation Net carrying value
Brand name - Kitchenette (f)
60.443
--
--
--
--
--
60.443
Brand name - Da Mario (f)
13.804
--
--
--
--
--
13.804
Brand name - Gina (f)
11.341
--
--
--
--
--
11.341
Brand name - Vogue (f)
11.483
--
--
--
--
--
11.483
Brand name - Anjelique (f)
9.645
--
--
--
--
--
9.645
Brand name - Tom's Kitchen (f)
9.884
--
--
--
--
--
9.884
Brand name - Mezzaluna
5.887
--
--
--
--
--
5.887
Brand name - Lacivert
7.385
--
--
--
--
--
7.385
12.976
--
--
--
--
--
12.976
Brand name - Ulus 29 (i) Brand name - Çubuklu 29 (i)
4.217
--
--
--
--
--
4.217
Brand name - Maki 29, Alaçatı 29 (i)
2.839
--
--
--
--
--
2.839
Brand name - Maça Kızı
2.955
--
--
--
--
--
2.955
Brand name - Sait
4.053
--
--
--
--
--
4.053 2.658
Brand name –Itsumi (Note 36.6)
--
--
2.658
--
--
--
Brand name –Villa Dubrovnik (Note 36.7)
--
--
7.332
--
--
--
7.332
Brand name –Argos in Cappadocia (Note 36.8)
--
--
3.121
--
--
--
3.121
--
210.727
--
--
17.256
--
--
--
17.256
Brand name –Günaydın (Note 36.10) Brand name –Pozitif (h) Broadcasting rights
210.727
279.643
--
--
--
--
(2.532)
277.111
Broadcasting rights - A Yapım (b)
139.236
--
--
--
--
--
139.236
Broadcasting rights - Star TV
140.407
--
--
--
--
(2.532)
137.875
20.365
--
--
--
--
--
20.365
6.913
--
--
--
--
--
6.913
62.747
--
12.140
--
--
--
74.887
Content library (movies and series) - Star TV Franchise network - Kitchenette (f) Sponsorship contract (f) and (Note 36.12) Other intangible assets Total cost
96.656
52.211
975
(2.237)
519
--
148.124
951.115
52.211
276.230
(2.237)
10.320
(2.532)
1.285.107
3.332 1.248 2.084 -1.088 710 378 -7.283 524 4.758 44.819
2.488 86 1.538 864 965 538 280 147 4.936 878 9.484 22.068
-----------734
-----------(3.072)
379 -379 -72 -72 ----(42)
-------------
6.199 1.334 4.001 864 2.125 1.248 730 147 12.219 1.402 14.242 64.507
61.804
40.819
734
(3.072)
409
889.311
11.392
275.496
835
9.911
(2.532)
1.184.413
Less: Accumulated amortisation Concession rights Concession rights-D Marin Göcek (a) Concession rights- Dalmacija and Borik (c) Concession rights- Pozitif Arena (h) Customer relationship Customer relationship-D Marin Göcek (a) Customer relationship-Dalmacija and Borik (c) Customer Relationship-Maça Kızı Content library (movies and series) - Star TV Franchise network - Kitchenette (f) Sponsorship contracts (f) Other intangible assets Total accumulated amortisation Net carrying value
DOĞUŞ GROUP
210
2015 ANNUAL REPORT
DOĞUŞ GROUP
211
2015 ANNUAL REPORT
100.694
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
21 Intangible assets and goodwill (continued)
22 Taxation
21.2 Intangible assets (continued) a. According to share transfer agreement dated 27 October 2009, the Group decided to purchase D Marin Göcek from Turkon Holding Anonim Şirketi. On 7 December 2010, the share transfer was finalised with a closing agreement and the Group obtained control by acquiring 100 percent of shares and voting rights in D Marin Göcek. Under IFRS 3, customer relationships amounting to TL 1.890 thousand and concession rights amounting to TL 20.454 thousand were recognised as intangible assets arising from the acquisition of D Marin Göcek at the date of acquisition. During the year 2015, TL 14.438 thousand which was previously classified as goodwill has been reclassified as other intangible assets. b. Following the tender organised by Saving Deposits Insurance Fund on 18 June 2008; the transfer of the commercial and economic assets of Kral TV and Kral FM to A Yapım Televizyon Programcılık A.Ş. (“A Yapım”), a consolidated entity operating in media business, was started and Competition Authority approvals were obtained. Radio Television Supreme Council approved the process and A Yapım took over Kral TV and Kral FM on 16 October 2008 and recognised the amounts paid as broadcasting rights under intangible assets.
In Turkey, corporate income tax is levied at the rate of 20 percent (31 December 2014: 20 percent) on the statutory corporate income tax base, which is determined by modifying accounting income for certain exclusions and allowances for tax purposes. According to the Corporate Tax Law, 75 percent of the capital gains arising from the sale of properties and investments owned for at least two years are exempted from corporate tax on the condition that such gains are reflected in the equity until the end of the fifth year following the sale. The remaining 25 percent of such capital gains are subject to corporate tax. There is also a withholding tax on the dividends paid and is accrued only at the time of such payments. The withholding tax rate on the dividend payments other than the ones paid to the non-resident institutions generating income in Turkey through their operations or permanent representatives and the resident institutions is 15 percent. In applying the withholding tax rates on dividend payments to the non-resident institutions and the individuals, the withholding tax rates covered in the related Double Tax Treaty Agreements are taken into account. Appropriation of retained earnings to capital is not considered as profit distribution and therefore is not subject to withholding tax.
c. With the share purchase agreement dated 20 April 2012, the Group has decided to purchase 100 percent of shares in Marina Dalmacija d.o.o. and Marina Borik d.o.o. from International Seaport AG. On 30 April 2012, the share transfer was finalised. According to IFRS 3, TL 3.733 thousand and concession rights amounting to TL 43.246 thousand were recognised as intangible assets arising at the date of acquisition with purchase. During the year 2015, TL 89.509 thousand which was previously classified as goodwill has been reclassified as other intangible assets.
The transfer pricing law is covered under Article 13 “disguised profit distribution via transfer pricing” of the Corporate Tax Law. The General Communiqué on disguised profit distribution via transfer pricing dated 18 November 2007 sets details about implementation. If a tax payer enters into transactions regarding sale or purchase of goods and services with related parties, where the prices are not set in accordance with arm’s length basis, then related profits are considered to be distributed in a disguised manner through transfer pricing. Such disguised profit distributions through transfer pricing are not accepted as a tax deductible for corporate income tax purposes.
d. With the share transfer agreement dated 17 April 2012, the Group purchased 51 percent of shares of D Et from CNG Turizm Gıda İthalat İhracat Limited Şirketi and the Group obtained control and 51 percent voting rights in D Et. According to IFRS 3, brand name, amounting to TL 17.207 thousand has been recognised as an intangible asset at the acquisition date.
In Turkey, the tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore, provision for taxes shown in the consolidated financial statements reflects the total amount of taxes calculated on each entity that are included in the consolidation.
e. With the share transfer agreement dated 13 April 2012, the Group has decided to purchase 51 percent of shares at Kivahan. On 17 April 2012, the share transfer was finalised and the Group obtained control by acquiring 51 percent of shares and voting rights in Kivahan. According to IFRS 3, brand name, amounting to TL 1.677 thousand has been recognised as an intangible asset at the acquisition date.
Under the Turkish taxation system, tax losses can be carried forward to be offset against future taxable income for up to five years. Tax losses cannot be carried back.
f. On 14 November 2012, the Group signed a share purchase agreement to acquire 74.25 percent shares of Doors Holding A.Ş. On 26 December 2012, the share transfer was finalised and the Group obtained control and 74.25 percent voting rights in Doors Holding A.Ş. According to IFRS 3, TL 186.743 thousand worth of Kitchenette, Da Mario, Gina, Vogue, Anjelique and Tom’s Kitchen brands, sponsorship contracts and Kitchenette franchise network values at the acquisition date have been recognized as intangible asset. g. On 16 October 2012, the Group signed a share purchase agreement to purchase 60 percent of shares in Aresta Gıda. On 5 December 2012, the share transfer was finalised and the Group obtained control and 60 percent voting rights in Aresta Gıda. According to IFRS 3, brand name, amounting to TL 6.509 thousand has been recognised as an intangible asset at the acquisition date. h. On 28 August 2013, the Group signed a share purchase agreement to purchase 80 percent of shares in Pozitif Müzik, Pozitif Yapım ve Pozitif Arena. According to IFRS 3, Babylon brand name, amounting to TL 17.256 thousand, sponsorship contract, amounting to TL 12.140 thousand and concession right Arena (VW Arena), amounting to TL 13.824 thousand has been recognised as an intangible asset at the acquisition date. i. On 2 August 2013, the Group signed a share purchase agreement to purchase 75 percent of shares in Meto Turizm, Etiler Turistik ve Afiyet Olsun. According to IFRS 3, brand name, amounting to TL 20.032 thousand has been recognised as an intangible asset at the acquisition date.
In Turkey, there is no procedure for a final and definitive agreement on tax assessments. Companies file their tax returns within four months following the close of the accounting year to which they relate. Tax returns are open for five years from the beginning of the year that follows the date of filing during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings.
Tax applications for foreign subsidiaries and joint ventures of the Group The Netherlands In the Netherlands, corporate income tax is levied at the rate of 20 percent (31 December 2014: 20 percent) for tax profits up to Euro 200.000 and 25 percent (31 December 2014: 25 percent) for the excess part over this amount on the worldwide income of resident companies, which is determined by modifying accounting income for certain exclusions and allowances for tax purposes for the related year. A unilateral decree for the avoidance of double taxation provides relief for resident companies from Dutch tax on income, such as foreign business profits derived through a permanent establishment abroad, if no tax treaty applies. There is an additional dividend tax of 5 percent computed only on the amounts of dividend distribution at the time of such payments. Under the Dutch taxation system, tax losses can be carried forward for nine years to offset against future taxable income. Tax losses can be carried back to one prior year. Companies must file their tax returns within nine months following the end of the tax year to which they relate, unless the company applies for an extension (normally an additional nine months). Tax returns are open for five years from the date of final assessment of the tax return during which time the tax authorities have the right to audit tax returns, and the related accounting records on which they are based, and may issue re-assessments based on their findings.
Iraq As at 31 December 2015, enacted corporation tax rate is 15 percent (31 December 2014: 15 percent) for the entities registered in Iraq according to local tax law.
DOĞUŞ GROUP
212
2015 ANNUAL REPORT
DOĞUŞ GROUP
213
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
22 Taxation (continued)
22 Taxation (continued)
Switzerland As at 31 December 2015, enacted corporation tax rate is 22,8 percent (31 December 2014: 22,8 percent) for the subsidiaries registered in Switzerland according to local tax law. According to the Tax Procedural Law in Switzerland, statutory losses can be carried forward maximum for seven years.
22.2 Taxes payable on income
Qatar As at 31 December 2015, enacted corporation tax rate is 10 percent (31 December 2014: 10 percent) for the subsidiaries registered in Qatar according to local tax law.
Taxes payable on income as at 31 December comprised the following:
In accordance with the tax legislation in Turkey, tax payments that are made in advance during the year are being deducted from the total final tax liability of the fiscal year. Accordingly, the taxation charge on income is not equal to the final tax liability appearing on the consolidated statement of financial position.
Total tax expense / (benefit) Add: Taxes carried forward
Morocco The applicable corporate tax rate in Morocco is 30 percent (31 December 2014: 30 percent). Tax losses can be carried forward to offset against future taxable income for five years. Where the loss includes a claim for depreciation, that portion can be carried forward for indefinitely. Saudi Arabia As at 31 December 2015, enacted corporation tax rate is 20 percent for the entities registered in Saudi Arabia according to local tax law (31 December 2014: 20 percent). Croatia As at 31 December 2015, enacted corporation tax rate is 20 percent for the entities registered in Croatia according to local tax law (31 December 2014: 20 percent). Greece As at 31 December 2015, enacted corporation tax rate is 29 percent for the entities registered in Greece according to local tax law (31 December 2014: 26 percent). United Kingdom As at 31 December 2015, enacted corporation tax rate is 20 percent for the entities registered in the United Kingdom according to local tax law (31 December 2014: 21 percent).
22.1 Tax recognised in profit or loss
Add: Current taxes recognised in other comprehensive income Add: Deferred taxes on taxable temporary differences Less: Corporation taxes paid in advance Taxes payable on income
2015
2014
81.280
171.768
12.255
807
(28.010)
5.163
25.098
(121.887)
(79.915)
(43.596)
10.708
12.255
As at 31 December 2015 the Group’s current tax assets that can not be offset from the current year tax liability amounting to TL 110.519 thousand consist of prepaid taxes (31 December 2014: TL 69.857 thousand).
22.3 Deferred tax assets and liabilities Deferred tax is provided in respect of taxable temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for the differences relating to goodwill not deductible for tax purposes and the initial recognition of assets and liabilities which affect neither accounting nor taxable profit.
Unrecognised deferred tax assets and liabilities As at 31 December 2015, deferred tax assets amounting to TL 440.114 thousand (31 December 2014: TL 358.781 thousand) have not been recognised with respect to the statutory tax losses carried forward and deductible temporary differences amounting to TL 421.448 thousand and TL 18.666 thousand, respectively (31 December 2014: TL 326.617 thousand and TL 32.164 thousand, respectively). Such losses carried forward expire until 2020. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.
Recognised deferred tax assets and liabilities
Income tax expense for the years ended 31 December comprised the following items:
Deferred tax assets and deferred tax liabilities at 31 December are attributable to the items detailed in the table below: 2015
2014
Current corporation and income taxes
106.378
49.881
Deferred tax (benefit) / expense
(25.098)
121.887
81.280
171.768
Total income tax expense
Reconciliation of effective tax rate The reported income tax expense for the years ended 31 December are different than the amounts computed by applying statutory tax rate to profit before tax as shown in the following reconciliation: 2015 Amount Reported profit before taxation
2014 %
(280.524)
Taxes on reported profit per statutory tax rate
56.105
Tax exempt income Effect of share of profit of equity-accounted investees Current-year losses for which no deferred tax asset is recognised Reversal of tax effect of previously recognised tax losses Differences related to investment property exemption Deferred tax related to assets held for sale Others, net Tax (expense) / benefit
(20,00)
214
2015 ANNUAL REPORT
(59.101)
(20,00)
(13.718)
(4,64)
(34.297)
(12,00)
10.142
(4,00)
6.156
2,08
44.798
16,00
189.360
64,08
(215.565)
77,00
(115.503)
(39.09)
(31.854)
(11,00)
(50.235)
(17,00)
51.850
(18,00)
2.133
0,72
--
--
(136.558)
(46,21)
37.541
41,00
5.698
1,93
(81.280) DOĞUŞ GROUP
%
295.504
Permanent differences: Disallowable expenses
Amount
(171.768)
2015 Revaluation on land and buildings Provisions Effect of percentage of completion method Employee severance indemnity and short term employee benefits Pro-rata basis depreciation expense Fair value gain from investment property Valuation difference of financial assets and liabilities Differences arising on business combinations and intangible assets Deferred tax related to assets held for sale Other temporary differences Subtotal Tax losses carried forward Total deferred tax assets/(liabilities) Set off of tax Deferred tax assets/(liabilities), net
2014
Asset
Liability
Asset
Liability
-17.626 75.171 16.437 70.712 -20.147 15.189 -6.238 221.520 153.126 374.646 (139.765) 234.881
(96.462) -(61.847) --(153.182) -(166.577) -(48.392) (526.460) -(526.460) 139.765 (386.695)
-13.774 43.904 14.539 25.216 -13.374 11.563 -9.436 131.806 275.836 407.642 (84.269) 323.373
(73.036) -(41.223) --(109.897) -(156.321) (144.656) (28.096) (553.229) -(553.229) 84.269 (468.960)
According to the Tax Procedural Law in Turkey, statutory losses can be carried forward maximum for five years. Consequently, 2020 is the latest year for recovering the deferred tax assets arising from such tax losses carried forward. The Group management forecasted to generate taxable income during 2015 and the years thereafter and based on this forecast, it has been assessed as probable that the deferred tax assets resulting from tax losses carried forward in the amount of TL 765.630 thousand (31 December 2014: TL 1.379.180 thousand) will be realisable; hence, such realisable deferred tax assets in the amount of TL 153.126 thousand (31 December 2014: TL 275.836 thousand) are recognised in the consolidated financial statements. DOĞUŞ GROUP
215
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
22 Taxation (continued)
23 Assets held for sale
22.3 Deferred tax assets and liabilities (continued)
As at 31 December, assets held for sale comprised the following:
Movements in temporary differences during the year Movements in deferred tax assets / (liabilities) were as follows:
Sale of subsidiary
Acquired through business combinations
Adjustment of goodwill previously recognised as provisional
Balance at 1 January 2015
Recognised in profit or loss
Recognised in other comprehensive income
(73.036)
--
(23.426)
--
--
--
--
(96.462)
13.774
5.108
--
(1.232)
--
--
(24)
17.626
2.681
6.190
--
--
--
--
4.453
13.324
Employee severance indemnity
14.539
1.736
162
--
--
--
--
16.437
Fair value gain from investment property
(109.897)
(43.285)
--
--
--
--
--
(153.182)
Pro-rata basis depreciation expense
25.216
43.380
--
1.307
--
--
809
70.712
Valuation difference on financial assets and liabilities
13.374
9.075
(1.992)
(11)
--
--
(299)
20.147
Differences arising on business combinations and intangible assets
(144.758)
(1.324)
--
--
(28.993)
23.687
--
(151.388)
Deferred tax related to assets held for sale
(144.656)
144.656
--
--
--
--
--
--
Other temporary differences
(18.660)
(19.624)
--
4.825
--
--
(8.695)
(42.154)
Tax losses carried forward
275.836
(120.814)
--
(1.898)
--
--
2
153.126
(145.587)
25.098
(25.256)
2.991
(28.993)
23.687
(3.754)
(151.814)
Balance at 1 January 2014
Recognised in profit or loss
Recognised in other comprehensive income
Sale of subsidiary
Acquired through business combinations
(61.350)
--
(17.949)
6.263
--
--
(73.036)
24.356
(10.582)
--
--
--
--
13.774
6.626
(3.945)
--
--
--
--
2.681
Employee severance indemnity
10.880
4.348
(689)
--
--
--
14.539
Fair value gain from investment property
(81.258)
(28.639)
--
--
--
--
(109.897)
Pro-rata basis depreciation expense
20.843
4.373
--
--
--
--
25.216
Valuation difference on financial assets and liabilities
10.633
749
1.992
--
--
--
13.374
(67.834)
1.580
--
--
(69.860)
(8.644)
(144.758)
(8.098)
(136.558)
--
--
--
--
(144.656)
Other temporary differences
(11.196)
(3.856)
2.608
--
--
(6.216)
(18.660)
Tax losses carried forward
225.193
50.643
--
--
--
--
275.836
Total deferred tax assets/ (liabilities)
68.795
(121.887)
(14.038)
6.263
(69.860)
(14.860)
(145.587)
Revaluation on land and buildings Provisions Effect of percentage of completion method
Total deferred tax assets/ (liabilities)
Revaluation on land and buildings Provisions Effect of percentage of completion method
Differences arising on business combinations and intangible assets Deferred tax related to assets held for sale
DOĞUŞ GROUP
216
2015 ANNUAL REPORT
2015
2014
Garanti Bankası (*)
--
4.148.551
LPD Holding (**)
--
64.741
Assets held for sale (***)
66.936
54.455
Others (****)
10.594
4.201
77.530
4.271.948
Balance at 31 December 2015 Other
Balance at 31 December Other 2014
(*) The Group and BBVA have entered into a share purchase agreement dated 19 November 2014 for the sale of shares of the Bank representing 14,23% of the paidup share capital with a total face value of TL 597.469.389. The parties agreed that the purchase price for the shares being sold would be TL 5.251.756 thousand with a purchase price per share of TL 8,79. In addition, the parties have agreed that the Group would be entitled to receive up to TL 0,11 of the dividend distributed per share sold with respect to distributable profit for the year 2014. Following the completion of the share transfers, Group’s stake in Garanti Bank will be 10%. The transfer of title for the shares sold from the Group to BBVA has been finalized on 27 July 2015. Gain arising from this share sale transaction amounting to TL 1.167.858 thousand (after partial disposal of goodwill previously recognised as a result of acquisition of 4.65 percent shares from GE Araştırma Müşavirlik Anonim Şirketi in Garanti Bank in December 2007) is recognised under gains from investing activities in profit or loss in the accompanying consolidated financial statements. The shareholders agreement dated 1 November 2010 relating to governance and management of Garanti Bank signed between the Group and BBVA has been also amended on 19 November 2014. The revised shareholders agreement shall become effective simultaneously with the consummation of the share transfers referred to above, following the approval of all necessary regulators. Under the revised shareholders agreement the Group and BBVA have agreed that: (i) the board of directors of Garanti Bank would comprise of ten members; (ii) seven of the board members would be nominated by BBVA at the general assembly of two of these seven members would also be the members of the audit committee of the Bank whom, in line with the applicable regulations, shall be deemed as independent board members; (iii) two member would be nominated by the Group at the general assembly and (iv) the last independent member would be jointly nominated by the shareholders at the general assembly. The call option previously granted by the Group to BBVA with respect to acquisition of further shares of Garanti Bank by BBVA representing 1% of the share capital has been revoked. (**) As a result of share purchase agreement signed between the Group who had 49% of total share capital of LPD Holding A.Ş. and LeasePlan Corporation N.V. on 5 November 2014, necessary legal permissions acquired and sales transaction has been completed on 16 February 2015. Gain on sale of shares of associate amounting to TL 21.805 thousand has been classified reclassified as income from investing activities. (***) As at 31 December 2015, property and equipment classified as held for sale comprise airplanes amounting to TL 66.936 thousand (31 December 2014: TL 54.455 thousand). (****) Other comprised of the apartments, villas and flats obtained through barter transactions with construction companies in exchange for advertising service provided from Doğuş Yayın Grubu.
DOĞUŞ GROUP
217
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
24 Due from/due to customers for contract work
25 Loans and borrowings (continued)
As at 31 December, the details of uncompleted contracts were as follows: Total costs incurred on uncompleted contracts Estimated earnings Total estimated revenue on uncompleted contracts Less: Billings to date Net amounts due from customers for contract work
2015
2014
5.044.642
2.600.558
267.685
244.357
5.312.327
2.844.915
(4.740.218)
(2.381.962)
572.109
462.953
Due from customers for contract work and due to customers for contract work were included in the accompanying consolidated statement of financial position under the following captions: 2015
2014
Due from customers for contract work (Note 17)
597.699
465.055
Due to customers for contract work (Note 17)
(25.590)
(2.102)
572.109
462.953
25 Loans and borrowings
Terms and debt repayment schedule As at 31 December, the terms and conditions of outstanding loans and borrowings were as follows: 2015
Nominal interest rate
Year of maturity
Face value
Carrying amount
Secured bank borrowings
Currency USD
(Libor + 0,65% - Libor + 5,35%)-3 - 5,5
2016 - 2026
6.826.222
6.837.940
Secured bank borrowings
Euro
(Euribor + 2,81% - Euribor 5,5%)2 - 5,5
2016 - 2027
2.807.726
2.809.008
Secured bank borrowings
Other
2 - 14,75
2016 - 2017
151.417
151.420
Unsecured bank borrowings
USD
(Libor + 1,5% - Libor + 5,35%)-1,95 - 4,7
2016 - 2020
1.175.032
1.186.497
Unsecured bank borrowings
Euro
(Euribor + 1,45% - Euribor 4,50%)1,94 - 10,45
2016 - 2022
1.172.956
1.178.328 2.197.527
Unsecured bank borrowings
Other
2 - 19,05
2016 - 2019
2.133.635
Finance lease liabilities
USD
4,34 - 5,89
2016 - 2016
1.919
1.919
Finance lease liabilities
Euro
3,3 - 12,58
2016 - 2020
41.866
41.958
Finance lease liabilities
Other
4,11 - 20,65
2016 - 2017
As at 31 December, loans and borrowings comprised the following: 2015
2014
10.219.749
9.447.150
19.997
91.613
10.239.746
9.538.763
13.487
13.722
14.324.260
14.418.319
Face value
Carrying amount
2014
Non-current liabilities Long-term bank borrowings Finance lease liabilities
Current liabilities
Currency
Nominal interest rate
Year of maturity
Secured bank borrowings
USD
(Libor + 0,65 - 5,50)- 2,19 - 7,15
2015 - 2026
7.307.584
7.330.966
Secured bank borrowings
Euro
(Euribor + 3,00 - 5,50)- 4 - 6,75
2015 - 2027
1.288.847
1.298.245
Secured bank borrowings
Other
3,75 - 14,28
2015 - 2017
149.308
149.308
Unsecured bank borrowings
USD
(Libor + 2,00 - 5,50)- 2,44 - 5,50
2016 - 2020
1.391.436
1.397.196
Unsecured bank borrowings
Euro
(Euribor + 2,90 - 4,75)- 3,07 - 10,45
2015 - 2020
1.050.536
1.056.642
Short-term portion of long term bank borrowings
1.928.622
1.756.739
Unsecured bank borrowings
Other
2,73 – 14,00
2015 - 2017
1.201.655
1.206.505
Short-term bank borrowings
2.212.349
1.234.973
Finance lease liabilities
USD
3,68 - 6,25
2015 - 2016
80.871
81.675
Finance lease liabilities
Euro
1,64 - 17,80
2015 - 2019
49.993
50.466
Finance lease liabilities
Other
10,01 - 18,79
2015 - 2017
Finance lease liabilities
37.602
77.052
4.178.573
3.068.764
2015
2014
14.360.720
12.438.862
57.599
168.665
14.418.319
12.607.527
As at 31 December, the Group’s total bank borrowings and finance lease liabilities are as follows: Bank borrowings Finance lease liabilities
DOĞUŞ GROUP
218
2015 ANNUAL REPORT
36.090
36.524
12.556.320
12.607.527
Redemption schedules of the Group’s bank borrowings and finance lease liabilities according to original maturities as at 31 December are as follows: 2015
2015
2014
--
3.068.764
2016
4.178.573
3.261.853
2017
4.435.436
2.404.122
2018
1.590.078
1.045.653
2019 and over
4.214.232
2.827.135
14.418.319
12.607.527
DOĞUŞ GROUP
219
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
25 Loans and borrowings (continued)
26 Commitments and contingencies (continued)
Finance lease liabilities
Litigation and claims
As at 31 December 2015, finance lease liabilities are payable as follows:
On 27 April 2010 Alstom – Marubeni- Doğuş Consortium (Consortium) terminated the Marmaray CR1 contract signed with DLH General Management which is connected to Ministry of Transport. The Group incurred a loss amounting to TL 15.405 thousand for the aforementioned contract in 2010. On 13 July 2010 Consortium carried the dispute to International Chamber of Commerce Secreteriet for recovery of the losses related with the termination of the contract. In the Partial Award received on 19 December 2014 even if some of the claims of the Consortium has been accepted, Tribunal founded the termination of Consortium wrongful and parties have been invited to calculate their material damages in second phase (Quantum Phase) of the arbitration. As of the date of this report second phase of arbitration continues.
2015 Minimum lease payments
Interest
Present value of minimum lease payments
Less than one year
38.412
(810)
37.602
Between one and five years
21.343
(1.346)
19.997
59.755
(2.156)
57.599
As at 31 December 2014, finance lease liabilities are payable as follows: 2014 Minimum lease payments
Interest
Present value of minimum lease payments
82.512
(5.460)
77.052
Less than one year Between one and five years
99.248
(7.635)
91.613
181.760
(13.095)
168.665
ICC Tribunal declared its decision on 6 September 2013 and distributed Final Award (ICC Award) related with the case about the Doğuş Insaat’s bridge project in Kiev. ICC Tribunal decided Respondent South West Railways (SWR) to pay Dogus Insaat USD 23.438 thousand remuneration and USD 3.346 thousand arbitration costs in total USD 26.784 thousand. In addition for the balance of USD 20.059 thousand Tribunal decided to impose %3 interest from the date of award until full payment. SWR appealed this decision in Swiss Federal Court (SCC) and Swiss Federal Court approved ICC decision and dismissed SWR’s appeal. Enforcement procedure for the ICC award continues in Ukraine.
26.1 Commitments and contingent liabilities As at 31 December 2015, commitment for uncalled capital of subsidiaries amounting to TL 27.084 thousand (31 December 2014: TL 206.372 thousand).
26 Commitments and contingencies Commitments and contingent liabilities arising in the ordinary course of company comprised the following items as at 31 December:
27 Provisions
Letters of guarantee
Short-term provisions
Obtained from banks and given to government organisations
2015
2014
1.864.130
1.596.124
Given to suppliers
957.327
996.324
Given to banks
132.638
120.255
60.200
58.140
243.679
52.552
Given to customs administrations Given to others Total letters of guarantee Sureties given
3.257.974
2.823.395
61.851
50.541
The Group, as a guarantor, has given its equity holdings in some group companies with a total nominal amount of TL 1.697.055 thousand (31 December 2014: TL 1.682.359 thousand) and property equipment at an amount of TL 1.540.559 thousand (equivalent of USD 1.026.674 thousand, EUR 443.885 thousand and TL 70.000 thousand) (31 December 2014: TL 1.448.912 thousand, equivalent of USD 1.015.910 thousand and EUR 363.002 thousand and TL 70.000 thousand) as collateral. In terms of the related borrowing agreements, one of the tourism segment consolidated subsidiaries’ profit from hotels has been attached.
As at 31 December, short-term provisions comprised the following items:
2015
2014
Provision for litigation
44.624
44.516
Warranty provision
35.617
33.541
Vacation pay liability
31.045
24.040
Other short-term provisions
19.892
20.121
131.178
122.218
2015
2014
85.559
65.563
85.559
65.563
1.125
1.097
24.457
21.726
111.141
88.386
Long-term provisions As at 31 December, long-term provisions comprised the following items:
Long-term provisions related to employee benefits Reserve for severance payments Provision for litigation Other long-term provisions
DOĞUŞ GROUP
220
2015 ANNUAL REPORT
DOĞUŞ GROUP
221
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
27 Provisions (continued)
28 Other current assets and prepayments (continued)
27.1 Reserve for severance payments
As of 31 December, short-term prepayments consist of the following:
In accordance with the existing labour law in Turkey, the Group entities operating in Turkey are required to make lumpsum payments to employees who have completed one year of service and whose employment is terminated without cause or who retire (age of 58 for women, age of 60 for men) or completed service years of 20 for women or 25 for men, are called up for military service or die. According to change of regulation, dated 8 September 1999, there are additional liabilities for the integration articles.
2015
2014
108.119
49.290
Prepaid expenses
54.420
46.406
Others
46.814
64.888
209.353
160.584
2015
2014
336.644
297.915
Advances given for inventory
29 Other non-current assets and prepayments
For the years ended 31 December, the movements in the reserve for severance payments were as follows:
As at 31 December, other non-current assets comprised the following:
2015
2014
Balance at the beginning of the year
65.563
56.337
Provision for the year
18.811
6.444
Interest cost
4.472
3.882
Deposits and guarantees given
Cost of services
9.218
7.752
Others (*)
(17.948)
(8.014)
Acquired through business combinations
1.568
153
Termination costs
3.067
2.456
808
(3.447)
85.559
65.563
Paid during the year
Actuarial difference Balance at the end of the year
VAT receivables Prepaid taxes
Statistical valuation methods were developed to estimate the Group’s obligation under defined benefit plans. Accordingly, the following statistical assumptions were used in the calculation of the total liability:
Discount rate Interest rate Expected rate of salary/limit increase The range of turnover rate to estimate the probability retirement
24.684
171.643
25.128
590.498
399.011
As at 31 December, long-term prepayments comprised the following:
Prepaid expenses Other advances given
2015
2014
109.870
59.138
41.568
22.652
237.508
90.208
388.946
171.998
2015
2014
30 Other current liabilities
2015
2014
%
%
4,30
4,14
Taxes and duties payable other than on income
147.975
135.959
7,0-11,6
5,2-9,4
Deposits and guarantees received
108.097
126.986
1,5-8,0
1,5-8,0
Accrued expenses
82.816
65.180
1,0-8,0
Deferred income
80.336
44.452
Employee benefit
15.366
8.049
1,0-8,0
The computation of the liability is predicated upon retirement pay ceiling announced by the Government. As at 31 December 2015, the ceiling amount was TL 3.828 (full TL) (31 December 2014: TL 3.438 (full TL)).
As at 31 December, other current liabilities comprised the following:
Other (*) (**)
33.843
453.471
468.433
834.097
(*) According to the decision of the extraordinary general meeting dated 17 December 2014, the Company decided to distribute dividends to its shareholders amounting to TL 245.647 thousand. (**) The balance at 31 December 2014 includes the payable amounting to TL 156.800 thousand in relation to the purchase of Günaydın Group shares.
28 Other current assets and prepayments As at 31 December, other current assets comprised the following:
31 Other non-current liabilities 2015
2014
Value Added Tax (“VAT”) receivables
249.685
145.224
Accrued income
167.862
107.899
Deposits and guarantees given
124.494
53.680
28.904
18.573
191.217
102.344
762.162
427.720
Prepaid taxes Others (*)
(*) As at 31 December 2015, others comprised restricted cash and cash equivalents amounting to TL 57.409 thousand (31 December 2014: TL 34.380 thousand).
As at 31 December, other non-current liabilities comprised the following: Advances received
222
2015 ANNUAL REPORT
2015
2014
462.592
398.626
Deffered income
11.983
10.824
Deposits and guarantees received
13.402
10.794
184.141
48.879
672.118
469.123
Other (*)
(*) The Group’s share of losses in Boyabat, a joint venture of the Group, exceeds its interest in Boyabat, the carrying amount of the investment is reduced below zero and the total carrying value of the investment and share of losses in Boyabat has been reclassified as other non-current liability amounting to TL 175.279 thousand (31 December 2014: TL 47.693 thousand).
DOĞUŞ GROUP
51.284
596
(*) As at 31 December 2015, others comprised restricted cash and cash equivalents amounting to TL 54.915 thousand (31 December 2014: TL 17.169 thousand).
Advances given for property and equipment
The reserve has been calculated by estimating the present value of future probable obligation of the Group arising from the retirement of the employees.
81.615
DOĞUŞ GROUP
223
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
32 Capital and reserves
32 Capital and reserves (continued)
32.1 Share capital
32.4 Revaluation surplus
As at 31 December 2015, the share capital of Doğuş Holding amounted to TL 856.027 thousand (31 December 2014: TL 856.027 thousand). The paid-in capital of Doğuş Holding comprises 856.027.050 shares (31 December 2014: 856.027.050 shares) of TL 1 each.
For the years ended 31 December, the movements of revaluation surplus were as follows: Balance at the beginning of the year
At 31 December, the shareholding structure of Doğuş Holding based on the number of shares is presented below: 2015
2014
Thousands of shares
%
%
Ferit Şahenk
278.383
32,52
278.383
32,52
Filiz Şahenk
260.534
30,44
260.534
30,44
Deniz Şahenk
1.565.559
1.319.253
814.533
345.195
Deferred taxes on revaluation surplus
(20.313)
(8.384)
--
(26.647)
--
(31.318)
(71.176)
--
Sale of subsidiary, gross of taxes Transfer of revaluation from due to partial disposal of Garanti Bank shares, net of tax
148.053
17,30
148.053
17,30
Doğuş Arge
87.873
10,27
87.873
10,27
Garanti Turizm
40.098
4,68
40.098
4,68
DOAŞ
31.575
3,69
31.575
3,69
Doğuş Sigorta
4.618
0,54
4.618
0,54
Antur
3.848
0,45
3.848
0,45
Doğuş Turizm
770
0,09
770
0,09
Others
275
0,02
275
0,02
856.027
100,00
856.027
100,00
32.2 Restricted reserves
Depreciation effect on revaluation surplus Balance at the end of the year
Legal reserves
369.865
Special reserves
2014
543.075
32.6 Non-controlling interests For the year ended 31 December, movements of the non-controlling interests were as follows: 2015
2014
731.220
485.996
Acquisition of non-controlling interests through business combinations (Note 36)
90.932
99.622
Effect of share capital increase
34.491
16.354
Balance at the beginning of the year
Actuarial differences Release of non-controlling interests through dividend distribution
2.353.512
2.308.484
Sale of subsidiary
2.723.377
2.851.559
Non-controlling interest of changes in revaluation surplus Update of provisionally accounted goodwill
According to article 519 of Turkish Commercial Code, exceptions are defined for holding companies which aims to invest in other entities regarding the legal reserves. Accordingly, the legal reserves are generated by annual appropriations amounting to 5 percent of income disclosed in the Group’s statutory accounts until it reaches 20 percent of paid-in share capital (first legal reserve).
(32.540) 1.565.559
As a result of the adoption of IAS 19 (2011), all actuarial differences are recognised immediately in other comprehensive income.
Changes of non controlling interest in consolidated subsidiaries 2015
(18.345) 2.270.258
32.5 Remeasurements of defined benefit liability
New establishments
The details of the restricted reserves are as follows:
2014
Revaluation increase in land and building
Non-controlling interest portion of revaluation changes
Thousands of shares
2015
12.405
63.670
(61.027)
32.149
(349)
(1.029)
(71.720)
(61.938)
(425)
(470)
2.276
26.647
(28.424)
7.222
Foreign curreny translation effect
(8.102)
--
Non-controlling interest of profit for the year
71.037
62.997
772.314
731.220
Balance at the end of the year
Within the scope of the Exemption for Sale of Participation Shares, the 75% portion of gains in statutory financial statements arising from the sale of investments held in the past at least for two years was classified under “Restricted Reserves’’.
32.7 Translation reserve
32.3 Dividend
32.8 Capital stock held by subsidiaries
In 2014, the Company distributed dividends to the shareholders amounting to TL 230.824 thousand. According to the decision of the extraordinary general meeting dated 17 December 2014, the Company decided to distribute dividends to its shareholders amounting to TL 245.647 thousand. As of 31 December 2014 related dividend has not been paid yet and recognised under other current liabilities in the consolidated financial statements.
Capital stock held by subsidiaries is used to present share capital at the amount of statutory records of the Company due to the purchase of shares of the Company by a subsidiary (Note 32.1).
DOĞUŞ GROUP
224
2015 ANNUAL REPORT
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations into TL.
DOĞUŞ GROUP
225
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
32.9 Accounting in net investment hedge
33 Financial instruments – Fair values and risk management (continued)
Group, designated some portion of its EUR and CHF denominated bank borrowings as a hedging instrument in order to hedge its foreign currency risk arising from the translation of net assets of its subsidiaries, joint ventures, associates and joint operations operating in foreign countries from EUR and CHF to Turkish Lira. As at 31 December 2015, bank borrowings amounting to EUR 383 million and CHF 9 million were designated as a net investment hedging instrument.
(a) Financial risk management (continued)
Net foreign exchange losses before tax recognised in the statement of profit or loss and other comprehensive income for the year ended 31 December 2015 is TL 140.052 thousand related to the net investment hedging transactions (31 December 2014 Net foreign exchange gains: TL 25.816).
33 Financial instruments – Fair values and risk management
(i) Risk management framework (continued) Doğuş Holding’s CEO has the ultimate responsibility for ERM and Doğuş Holding’s Risk Management Department is under the supervision of Doğuş Holding’s CEO and the Risk and Audit Committee which functions under the Board of Directors. The Risk and Audit Committee is responsible for assessing the risk appetite of the shareholders and the investors. Many sectors has its own risk committee.
(a) Financial risk management
Furthermore, internal audit activities performed by Doğuş Holding Internal Audit Department are also planned and implemented on a risk-based perspective.
Overview
Automotive
The Group has exposure to the following risks from its use of financial instruments:
DOAŞ’s risk management approach can be defined as minimizing the threats towards the organization, personnel and assets using reasonable, justifiable and clearly documented methods and improving the efficiency of oversight activities. In the frame of this approach, authorised by the Board of Directors, the Committee of Early Identification of Risks ensures that the risk management is handled effectively in a fair, transparent, responsible consistent, and accountable nature and in compliance with the Committee Directive. This group conducts studies towards an effective management of risk by proactively detecting the potential outcomes, which may endanger the presence, development and continuation of the DOAŞ and by putting the necessary precautions and measures into effect.
• • •
credit risk liquidity risk market risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risks, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
(i) Risk Management Framework Enterprise Risk Management (“ERM”) efforts have been initiated by Doğuş Group since 2006 and these efforts have been executed by Doğuş Holding Risk Management Department. Risk Management activities are conducted by a realistic organizational structure and it is fully supported with the commitment of top level management, so that the Group is pioneer in risk management activities in Turkish business environment. Group acts proactively in terms of risk management in order to ensure that its business operations in different industries and regions are not adversely affected as a result of market, liquidity and counterparty risks. Risk Management and Internal Audit departments within each sector and at the Group level provide and maintain awareness for different types of risks, including emerging risks, and ensure that appropriate risk management mechanisms are in place. In 2010, by the Risk and Audit Committee decision, Group companies created their own Risk Management departments. Doğuş Holding Risk Management Department works closely with the Group companies’ Risk Management departments to obtain accurate information on time and to assess and evaluate the risk taking processes. In addition to establishing an independent reporting infrastructure for Group companies, group-wide awareness for different types of risks and risk management strategies is ensured by periodical risk roundtables, workshops, dashboards and reports throughout the organization. Risk Committee meetings are held on regular basis and valuable and relevant risk information is generated discussed and escalated if deemed necessary. ERM is applied in Group companies so that risks are managed effectively within the Group in accordance with the defined risk management framework. This framework is customised according to the needs and structure of the Group’s businesses. ERM activities are executed throughout the Group in the following fields: • • • • • •
Determining risk management standards and policies, Developing group-wide culture and capabilities, Conducting risk analysis of existing and potential investments, Determining risk levels, limits and action plans, Supporting the implementation of these action plans, Enhancing strategic processes with a risk management approach.
DOĞUŞ GROUP
226
2015 ANNUAL REPORT
Construction The Board of Doğuş İnşaat has established a Risk Committee in 2009 to have a better view over risks and implement the enterprise-wide risk management process within the construction group. The Risk Committee is accountable to the Board and advises the Board on risk management, aiming to manage risks in a more systematic manner and foster a risk culture within the company. The management of the company has the overall responsibility for the establishment and oversight of the risk management framework. In January 2010, Doğuş İnşaat Risk Management Department has been established and assigned to managing risk management processes. The Board of Doğuş İnşaat has established a Risk Committee in 2009 to have a better view over risks and implement the enterprise-wide risk management process within the construction group. The Risk Committee is accountable to the Board and advises the Board on risk management, aiming to manage risks in a more systematic manner and foster a risk culture within the company. The management of the company has the overall responsibility for the establishment and oversight of the risk management framework. In January 2010, Doğuş İnşaat Risk Management Department has been established and assigned to managing risk management processes. Risk management vision of Doğuş İnşaat is defined as, identifying and monitoring risks and opportunities that will impact the corporate objectives, managing risks and uncertainties in the most effective and efficient manner and in line with the shareholders’ risk appetite, and proactively implementing the most appropriate response to risk. Doğuş İnşaat’s risk management policies and procedures are established to identify and analyse the risks faced by the company, to set up appropriate risk limits and controls, and to monitor risks, responses, and adherence to such limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and Doğuş İnşaat’s activities. Risks are identified and managed at three levels: i) corporate level ii) business process level and iii) project level. Risks are discussed at monthly Risk Committee meetings with management and monitored by regular reports.
Media The Board of Directors has overall responsibility for establishment and oversight of the Media Group’s risk management framework. The Risk Committee is accountable to the Board on risk management, aiming to manage risks in more systematic manner and foster risk culture. In January 2010, Internal Audit and Risk Management Department was established with the decision of the Board. This will strengthen focus on corporate risk management throughout the Media Group by developing methodology as well as centralising risk management operations. DOĞUŞ GROUP
227
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
33 Financial instruments – Fair values and risk management (continued)
33 Financial instruments – Fair values and risk management (continued)
(a) Financial risk management (continued)
(a) Financial risk management (continued)
(i) Risk management framework (continued)
(ii) Credit risk (continued)
Tourism
Exposure to credit risk
Doğuş Tourism Group developed a risk management process to strengthen the internal controls and focus on risk assessment at the strategic level of the business. Within this perspective, Doğuş Tourism Group has selected an internationally accepted internal control model and built a risk management framework to operationalise the selected model in the organisation.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows:
The risk management framework consists of five interrelated components derived from the way management runs the business process: control environment, risk assessment, control activities, information and communication and monitoring.
2015
2014
Cash and cash equivalents (*)
2.390.269
1.681.681
Trade receivables - due from third parties
1.953.632
1.392.361
Real Estate, Energy, Marina, Food and Beverage, Entertainment and other segment
Trade receivables - due from related parties
828.707
585.190
Other current assets (**)
531.076
293.266
Other non-current assets (**)
175.494
150.655
Doğuş Holding’s Risk Management Department gives support to ensure the application of risk management processes in the Real Estate, Energy, Food and Beverage, Entertainment and other businesses.
(ii) Credit risk
Other investments, including derivatives
158.570
108.483
6.037.748
4.211.636
(*) Cash on hand is excluded from cash and cash equivalents.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities.
(**) Non-financial instruments such as advances given, taxes and funds to be refunded, VAT receivables and prepaid expenses and similar items are excluded
Trade receivable
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was as follows:
The Group’s exposure to credit risk is influenced mainly by the characteristics of each customer of the segments other than banking and finance. The demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate has an influence on credit risk. Since the Group mainly operates in construction, automotive, media, real estate, energy, entertainment and tourism businesses, geographically the concentration of credit risk for the Group’s entities operating in the mentioned businesses are mainly in Turkey. Majority of accounts receivable in the automotive business segment is due from dealers. Entities operating under automotive business segment have set an effective control mechanism to follow up and limit the risk for each counter party and obtain letters of guarantee from its dealers against its receivables for vehicle and spare part sales. The companies operating under the segments other than automotive segment have set a credit policy under which each new customer is analysed individually for the creditworthiness before each company’s standard payment and delivery terms and conditions are offered. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are a dealer, tourism agency, retail or end-user customer, geographic location, industry, aging profile, maturity and existence of previous financial difficulties. The Group establishes an allowance for impairment losses that represent its estimate of incurred losses in its receivables portfolio. The Group sets impairment for its receivables if there is objective evidence that the Group will not be able to collect all amounts due. The amount of the provision is the difference between the carrying amount and the recoverable amount, being the present value of all cash flows, including amounts recoverable from guarantees and collateral discounted based on the original effective interest rate of the originated receivables at inception.
from other current assets and other non-current assets.
2015
2014
1.858.399
1.233.020
339.800
242.129
Advertising agencies
259.263
237.191
End-users
124.049
94.530
Other
200.828
170.681
2.782.339
1.977.551
Contract receivables Retailers
The maximum exposure to credit risk for trade receivables at the reporting date by geographic concentration was as follows: Carrying amount
Turkey Libya Ukraine
2015 ANNUAL REPORT
2.291.554
1.695.095
205.535
188.233
3.714
3.784
670
624
Euro zone
48
-
Other
In general terms, the Group’s policy is to provide guarantees to its Group entities in terms of sureties, letters of guarantee in the nature of the businesses that each entity operates.
228
2014
Morocco
Guarantees
DOĞUŞ GROUP
2015
DOĞUŞ GROUP
229
2015 ANNUAL REPORT
280.818
89.815
2.782.339
1.977.551
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
33 Financial instruments – Fair values and risk management (continued)
33 Financial instruments – Fair values and risk management (continued)
(a) Financial risk management (continued)
(a) Financial risk management (continued)
(ii) Credit risk (continued)
(iii) Liquidity risk (continued) 2015
Impairmentlosses
Monetary liabilities
2015
3 to 12 months
Over 1 year
Total
61.656
385.729
162.722
1.671.179
2.281.286
--
--
--
290.846
290.846
297.691
317.693
183.103
340
798.827
35.607
2.927
2.411
--
40.945
Loans and borrowings
2014
Gross
Impairment
Gross
Impairment
2.494.327
--
1.584.817
--
Past due 0-30 days
20.894
--
168.856
--
Past due 31-120 days
45.903
--
23.826
--
Past due 121-365 days
15.681
--
3.505
--
Other non-current liabilities Trade payables - due to third parties Trade payables - due to related parties Other current liabilities
249.498
51.786
163.590
--
464.874
644.452
758.135
511.826
1.962.365
3.876.778
1.351.531
214.875
2.002.060
8.568.567
12.137.033
--
--
--
492.413
492.413
573.626
22.820
5.086
--
601.532
4.977
--
1.109
--
6.086
463.313
(257.779)
408.834
(212.287)
Total TL monetary liabilities
3.040.118
(257.779)
2.189.838
(212.287)
Foreign Currency
More than one year Total
1 to 3 months
Turkish Lira
The aging of trade receivables at the reporting date was:
Not past due
Up to 1 month
Loans and borrowings Other non-current liabilities
(iii) Liquidity risk
Trade payables - due to third parties
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Typically, the Group entities ensure that they have sufficient cash on demand to meet expected operational expenses in terms of the relevant characteristics of the businesses they operate, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. For the entities operating under automotive business segment, risk of funding current and potential requirements is mitigated by ensuring the availability of adequate number of creditworthy lending parties. Entities operating under automotive business segment, in order to minimise liquidity risk, hold adequate cash and available line of credit (including factoring capacity). As at 31 December, the following tables provide an analysis of monetary assets and monetary liabilities of the Group into relevant maturity groupings based on the remaining periods to repayment: Up to 1 month 1 to 3 months 3 to 12 months
Over 1 year
Other current liabilities
78.440
--
56.297
--
134.737
Total foreign currency monetary liabilities
2.008.574
237.695
2.064.552
9.060.980
13.371.801
Total monetary liabilities
2.653.026
995.830
2.576.378
11.023.345
17.248.579
373.482
770.448
(1.423.459)
(9.679.940)
(9.959.469)
Over 1 year
Total
Liquidity (gap)/position
2014 Up to 1 month
1 to 3 months
3 to 12 months
Other investments, including derivatives
--
--
84
19.961
20.045
Other non-current assets
--
--
--
467.682
467.682
84.541
154.912
264.885
123.201
627.539
Monetary assets Turkish Lira
Trade receivables - due from third parties
2015 Monetary assets
Trade payables - due to related parties
Total
Trade receivables - due from related parties Other current assets
Turkish Lira Other non-current asset
--
--
--
874.197
874.197
Trade receivables - due from third parties
553.138
25.118
544.974
--
1.123.230
Trade receivables - due from related parties
129.064
630.876
24.594
--
784.534
Other current assets
461.269
72.292
112.466
--
646.027
Cash and cash equivalents
253.979
5.856
12.245
--
272.080
1.397.450
734.142
694.279
874.197
3.700.068
Total TL monetary assets Foreign Currency Other investments, including derivatives
--
--
84
158.486
158.570
Other non-current assets
--
--
--
105.247
105.247
371.647
74.733
178.547
205.475
830.402
1.479
37.734
4.960
--
44.173
265.331
1.240
58.917
--
325.488
Trade receivables - due from third parties Trade receivables - due from related parties Other current assets Cash and cash equivalents
990.601
918.429
216.132
--
2.125.162
Total foreign currency monetary assets
1.629.058
1.032.136
458.640
469.208
3.589.042
Total monetary assets
3.026.508
1.766.278
1.152.919
1.343.405
7.289.110
DOĞUŞ GROUP
230
2015 ANNUAL REPORT
500.994
1.360
38.437
--
540.791
68.992
85.706
114.343
--
269.041
Cash and cash equivalents
184.698
69.919
144.717
--
399.334
Total TL monetary assets
839.225
311.897
562.466
610.844
2.324.432
--
--
--
88.438
88.438
Foreign Currency Other investments, including derivatives Other non-current assets Trade receivables - due from third parties Trade receivables - due from related parties
--
--
--
103.327
103.327
553.776
58.056
61.346
91.644
764.822
1.948
31.015
11.436
--
44.399
Other current assets
128.717
76.778
113.768
--
319.263
Cash and cash equivalents
977.780
21.260
285.514
--
1.284.554
Total foreign currency monetary assets Total monetary assets
DOĞUŞ GROUP
1.662.221
187.109
472.064
283.409
2.604.803
2.501.446
499.006
1.034.530
894.253
4.929.235
231
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
33 Financial instruments – Fair values and risk management (continued)
33 Financial instruments – Fair values and risk management (continued)
(a) Financial risk management (continued)
(a) Financial risk management (continued)
(iii) Liquidity risk (continued)
(iv) Market risk
2014 Monetary liabilities
Up to 1 month
1 to 3 months
3 to 12 months
Over 1 year
Total
898.914
163.594
284.896
--
1.347.404
Turkish Lira Loans and borrowings Other non-current liabilities Trade payables - due to third parties
--
--
--
146.089
146.089
358.532
118.767
87.285
2.822
567.406
Trade payables - due to related parties Other current liabilities Total TL monetary liabilities
541
1.045
331
--
1.917
434.686
79.071
296.359
--
810.116
1.692.673
362.477
668.871
148.911
2.872.932
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk Profile As at 31 December, the interest rate profile of the Group’s interest-bearing financial instruments was as follows:
Foreign Currency Loans and borrowings
41.893
700.303
9.538.763
11.260.123
--
--
--
411.420
411.420
Financial assets
1.660.587
1.224.700
300.918
Financial liabilities
3.516.939
2.756.681
18.560
34.114
10.901.380
9.850.846
123.661
Trade payables - due to related parties
47.824
111.462
17.971
72
56
7.868
--
7.996
40.553
36.408
84.673
--
161.634
Total foreign currency monetary liabilities
1.143.450
126.181
904.306
9.968.154
12.142.091
Total monetary liabilities
2.836.123
488.658
1.573.177
10.117.065
15.015.023
Liquidity (gap)/position
(334.677)
10.348
(538.647)
(9.222.812)
(10.085.788)
Other current liabilities
The following tables are the contractual maturities of financial liabilities, including interest payments and excluding the impact of netting agreements: 31 December 2015 Carrying amount
Contractual cash flows
6 months or less
6-12 months
1-2 years
2-5 years
More than 5 years
Secured bank borrowings
9.798.368
10.503.149
845.511
861.716
2.019.213
3.166.826
3.609.883
Unsecured bank borrowings
4.562.352
4.628.847
443.193
2.067.969
1.464.212
617.886
35.587
57.599
59.755
15.696
14.176
24.024
2.516
3.343
1.447.390
1.447.302
1.129.509
317.793
--
--
--
15.865.709
16.639.053
2.433.909
3.261.654
3.507.449
3.787.228
3.648.813
Variable rate instruments Financial assets Financial liabilities
Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) equity and profit or loss before tax by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. This analysis is performed on the same basis for 2014. Profit or loss
Non-derivative financial liabilities
Finance lease liabilities Trade payables
Equity
100 bp
31 December 2014 Carrying amount
Contractual cash flows
6 months or less
6-12 months
1-2 years
Secured bank borrowings
8.778.519
Unsecured bank borrowings
3.660.343
9.423.856
663.393
980.998
1.159.614
3.482.255
3.137.596
3.709.532
940.097
219.536
918.757
1.504.850
Finance lease liabilities
126.292
168.665
175.938
20.600
12.061
32.968
110.309
Trade payables
--
878.237
884.737
691.648
137.388
55.701
--
--
2-5 years
More than 5 years
31 December 2015
increase
15.435
(3.151)
8.496
(11.647)
--
--
--
14.190.912
2.324.234
1.338.336
2.167.040
5.097.414
3.263.888
232
2015 ANNUAL REPORT
decrease
(44.430)
44.430
7.115
(7.115)
(44.430)
44.430
7.115
(7.115)
Profit or loss
Equity
100 bp
100 bp
31 December 2014
increase
decrease
increase
decrease
Variable rate instruments
(22.846)
22.845
23
(24)
Cash flow sensitivity (net)
(22.846)
22.845
23
(24)
(*) Carrying amount of forward contracts represents fair value of forward contracts. Contractual cash flows represent net of cash inflows and outflows defined on the contracts.
DOĞUŞ GROUP
increase
Variable rate instruments
Derivative financial liabilities 13.501.199
100 bp decrease
Cash flow sensitivity (net)
Non-derivative financial liabilities
Forward contracts (*)
2014
979.164
Other non-current liabilities Trade payables - due to third parties
2015 Fixed rate instruments
DOĞUŞ GROUP
233
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
33 Financial instruments – Fair values and risk management (continued)
33 Financial instruments – Fair values and risk management (continued)
(a) Financial risk management (continued)
(a) Financial risk management (continued)
(iv) Market risk (continued)
(iv) Market risk (continued)
Currency risk
Currency risk (continued)
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of Group entities, primarily USD, but also Euro, Swiss Francs (“CHF”), Sterling (“GBP”), Libyan Dinar (“LYD”), Japanese Yen (“JPY”), Croatian Kuna (“HRK”), Romanian Leu (“RON”), Emirati Dirham (“AED”), Qatar Riyal (“QAR”), Kazakstani Tenge (“KZT”) and Ukranian Hryvnia (“UAH”). The currencies in which these transactions primarily are denominated are TL, Euro and USD.
2014 USD
EURO
Others
Total
Foreign currency monetary assets Other investments, including derivatives
77.562
10.876
--
88.438
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
Other non-current assets
73.690
12.299
17.338
103.327
Trade receivables - due from third parties
94.080
489.412
181.330
764.822
The Group is exposed to currency risk through the impact of rate changes on the translation of foreign currency denominated payables and bank borrowings from financial institutions. Such risk is monitored by the Board of Directors and limited through taking positions within approved limits as well as using derivative instruments where necessary.
Other current assets
Trade receivables - due from related parties
27.995
16.404
--
44.399
122.346
146.202
50.715
319.263
Cash and cash equivalents
1.083.059
131.588
69.907
1.284.554
Total foreign currency monetary assets
1.478.732
806.781
319.290
2.604.803
8.809.837
2.405.353
44.933
11.260.123
To minimise risk arising from foreign currency denominated statement of financial position items, the Group sometimes utilises derivative instruments as well as keeping part of its idle cash in foreign currencies.
Foreign currency monetary liabilities
Due to its funding structure, Group aims to minimise its exposure to changes in interest rates. Derivative financial instruments are used to manage the potential earnings impact of interest rate and foreign currency movement. Several types of derivative financial instruments are used for this purpose, including interest rate swaps and currency swaps, options, futures, forward contracts and other derivative instruments.
Other non-current liabilities
At 31 December, the currency risk exposures of the Group in TL thousand equivalents are as follows:
Total foreign currency monetary liabilities
2015
Loans and borrowings
Trade payables - due to third parties
USD
EURO
Others
Total
129.314
--
29.256
158.570
Other current liabilities
1.663
54.894
48.690
105.247
273.787
309.367
247.248
830.402
Trade receivables - due from related parties
29.076
12.551
2.546
44.173
Other current assets
84.376
57.295
183.817
325.488
656.190
1.369.179
99.793
2.125.162
1.174.406
1.803.286
611.350
3.589.042
Other non-current assets Trade receivables - due from third parties
Cash and cash equivalents Total foreign currency monetary assets
405.379
411.420
44.141
300.918
--
2.083
5.913
7.996
18.498
78.892
64.244
161.634
8.878.194
2.699.287
564.610
12.142.091
(7.399.462)
(1.892.506)
(245.320)
(9.537.288)
--
(90.124)
--
(90.124)
(7.399.462)
(1.982.630)
(245.320)
(9.627.412)
Off balance sheet exposure Net exposure
Other investments, including derivatives
6.041 206.918
Trade payables - due to related parties
Gross statement of financial position exposure
Foreign currency monetary assets
-49.859
For the purposes of the evaluation of the table above, the figures represent the TL equivalent of the related hard currencies.
Sensitivity analysis A 10 percent weakening of TL against the following currencies at 31 December 2015 would have increased / (decreased) profit or loss before tax and equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2014.
Foreign currency monetary liabilities Loans and borrowings
8.026.356
4.029.294
81.383
12.137.033
22.939
12.846
456.628
492.413
Other non-current liabilities Trade payables - due to third parties Trade payables - due to related parties Other current liabilities Total foreign currency monetary liabilities Gross statement of financial position exposure
405.212
109.578
601.532
--
210
5.876
6.086
9.922
42.962
81.853
134.737
8.145.959
4.490.524
735.318
13.371.801
(6.971.553)
(2.687.238)
(123.968)
(9.782.759)
--
--
--
--
(6.971.553)
(2.687.238)
(123.968)
(9.782.759)
Off balance sheet exposure Net exposure
86.742
Equity
Profit or loss
31 December 2015 USD EURO Others
3.830
(701.002)
(98.627)
(170.097)
(867)
(11.530)
(1.396)
(738.551)
(62.033)
(136.230)
--
(24.532)
31 December 2014 USD EURO Others
A 10 percent of strengthening of TL against the above currencies at 31 December would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
DOĞUŞ GROUP
234
2015 ANNUAL REPORT
DOĞUŞ GROUP
235
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
33 Financial instruments – Fair values and risk management (continued)
34 Group enterprises
(b) Fair value information
34.1 List of subsidiaries
Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation, and is best evidenced by a quoted market price. The estimated fair values of financial instruments have been determined using available market information by the Group, and where it exists, using appropriate valuation methodologies. However, judgment is necessarily required to interpret market data to determine the estimated fair value. While the management of the Group has used available market information in estimating the fair values of financial instruments, the market information may not be fully reflective of the value that could be realised in the current circumstances. The following methods and assumptions are used to estimate the fair values of financial instruments.
Carrying values of significant portion of cash and cash equivalents and trade receivables are assumed to reflect their fair values due to their short-term nature.
Financial liabilities Fair values of short term borrowings and trade payables are assumed to approximate their carrying values due to their shortterm nature. The table below analyses financial instruments carried at fair value as at 31 December, by valuation method: Level 1
Level 2
Level 3
Total
1.778
127.472
--
129.250
Financial assets available-for-sale
29.320
--
--
29.320
Financial assets at fair value
31.098
127.472
--
158.570
Derivative financial liabilities
--
--
--
--
Financial liabilities at fair value
--
--
--
--
Financial assets at fair value through profit or loss
2014
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries
A Yapım
Ownership interest through shares held by Şahenk Family
Proportion of effective interest of Doğuş Holding and its subsidiaries
Proportion of ownership interest
2015
2014
2015
2014
2015
2014
2015
2014
100,00
100,00
--
--
100,00
100,00
99,96
99,96 60,00
AD Yiyecek
60,00
60,00
--
--
60,00
60,00
60,00
A.L.E. Gıda
100,00
100,00
--
--
100,00
100,00
74,25
74,25
75,00
75,00
--
--
75,00
75,00
75,00
75,00
Afiyet Olsun
Financial assets
2015
The table below sets out all consolidated subsidiaries and shows shareholding structure of the subsidiaries at 31 December:
Alantur
100,00
100,00
--
--
100,00
100,00
99,82
99,82
Alperen
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Altınhan
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Altın Mecralar (2)
99,00
99,00
--
--
99,00
99,00
59,40
39,60
Antur
99,99
99,99
--
--
99,99
99,99
99,82
99,82
Arena
100,00
100,00
--
--
100,00
100,00
99,03
99,03
Aresta
60,00
60,00
--
--
60,00
60,00
59,97
59,97
Argos in Cappadocia
80,00
80,00
--
--
80,00
80,00
80,00
80,00
Arjantin Et
100,00
100,00
--
--
100,00
100,00
70,00
70,00
Ataşehir Restoran
100,00
100,00
--
--
100,00
100,00
70,00
70,00
70,00
70,00
--
--
70,00
70,00
70,00
70,00
100,00
100,00
--
--
100,00
100,00
70,00
70,00
Ayson Ayson Sondaj Bal Turizm
100,00
100,00
--
--
100,00
100,00
74,25
74,25
Başkent
100,00
100,00
--
--
100,00
100,00
59,97
59,97
BMK (1)
100,00
100,00
--
--
100,00
100,00
60,00
60,00
Bomonti
100,00
100,00
--
--
100,00
100,00
99,00
90,20
67,00
51,00
--
--
67,00
51,00
67,00
51,00
Borsa (7) Büke Turizm
100,00
100,00
--
--
100,00
100,00
74,25
74,25
Çankaya Grup
100,00
100,00
--
--
100,00
100,00
70,00
70,00
Çukurambar Lokanta
100,00
100,00
--
--
100,00
100,00
70,00
70,00
Level 1
Level 2
Level 3
Total
D-Auto Suisse SA
100,00
100,00
--
--
100,00
100,00
73,00
73,00
1.856
75.726
--
77.582
D Eğlence
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Financial assets available-for-sale
30.901
--
--
30.901
D Enerji
Financial assets at fair value
32.757
75.726
--
108.483
Financial assets at fair value through profit or loss
Derivative financial liabilities
--
15.435
--
15.435
Financial liabilities at fair value
--
15.435
--
15.435
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
DOĞUŞ GROUP
236
2015 ANNUAL REPORT
100,00
100,00
--
--
100,00
100,00
100,00
100,00
D Et
51,00
51,00
--
--
51,00
51,00
51,00
51,00
D-Et International Holding Coöperatif U.A.
51,00
--
--
--
51,00
--
51,00
--
D-Et International Holding BV
100,00
--
--
--
100,00
--
51,00
--
D Koruma
100,00
100,00
--
--
100,00
100,00
100,00
100,00
D Marina
100,00
100,00
--
--
100,00
100,00
100,00
100,00
D Marin Göcek
100,00
100,00
--
--
100,00
100,00
100,00
99,99
D Marine Investment Holding B.V.
100,00
100,00
--
--
100,00
100,00
99,99
99,99
D Marine Investment Holding Coöperatief U.A
100,00
100,00
--
--
100,00
100,00
99,99
99,99
D Otel
100,00
100,00
--
--
100,00
100,00
100,00
100,00
D Otel Plaj
100,00
100,00
--
--
100,00
100,00
100,00
99,99
D Otel Göcek
100,00
100,00
--
--
100,00
100,00
99,78
99,78
D Resort Sibenik
100,00
100,00
--
--
100,00
100,00
100,00
100,00
D Saat
100,00
100,00
--
--
100,00
100,00
100,00
100,00
DOĞUŞ GROUP
237
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
34 Group enterprises (continued)
34 Group enterprises (continued)
34.1 List of subsidiaries (continued)
34.1 List of subsidiaries (continued)
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries
Dafne Yayıncılık Darphane (7)
Ownership interest through shares held by Şahenk Family
2015
2014
2015
2014
100,00
100,00
--
--
Proportion of effective interest of Doğuş Holding and its subsidiaries
Proportion of ownership interest 2015
2014
100,00
100,00
2015
2014
74,25
74,25
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries
Dogus Oman LLC
Ownership interest through shares held by Şahenk Family
Proportion of ownership interest
2015
2014
2015
2014
2015
2014
2015
2014
70,00
70,00
--
--
70,00
70,00
70,00
70,00
67,00
51,00
--
--
67,00
51,00
67,00
51,00
Darüşşafaka Sportif
100,00
100,00
--
--
100,00
100,00
100,00
100,00
DMS
100,00
100,00
--
--
100,00
100,00
100,00
100,00
75,20
75,20
--
--
75,20
75,20
73,00
73,00
100,00
100,00
--
--
100,00
100,00
100,00
100,00
92,72
92,72
7,28
7,28
100,00
100,00
92,72
92,72
100,00
100,00
--
--
100,00
100,00
73,01
73,01
Doğuş SA
100,00
100,00
--
--
99,00
99,00
--
--
99,00
99,00
72,28
72,28
Doğuş Sigorta
100,00
100,00
--
--
Doğuş Spor
100,00
100,00
--
--
100,00
DOAŞ Dogus Croatia Doğuş Arge Doğuş Auto Mısr JS Doğuş Auto Mısr LLC Doğuş Auto Iraq
100,00
100,00
--
--
100,00
100,00
73,00
73,00
Dogus Avenue BV
100,00
100,00
--
--
100,00
100,00
98,12
98,12
Dogus Avenue Coop Dogus Avenue LLC Dogus Avenu Doğuş Bilgi İşlem Doğuş Cennet Koyu
98,12
98,12
--
--
98,12
98,12
98,12
98,12
100,00
100,00
--
--
100,00
100,00
98,12
98,12
99,39
99,39
--
--
99,39
99,39
99,39
99,39
100,00
100,00
--
--
100,00
100,00
87,58
87,58
--
80,00
--
--
--
80,00
--
80,00
49,00
49,00
--
--
49,00
49,00
49,00
49,00
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Didim
100,00
100,00
--
--
100,00
100,00
99,65
99,65
Doğuş Dijital
100,00
--
--
--
100,00
--
100,00
--
Dogus Construction LLC Doğuş Dalaman
Doğuş Enerji
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Enerji Toptan
100,00
100,00
--
--
100,00
100,00
99,98
99,98
Doğuş EOOD
100,00
100,00
--
--
100,00
100,00
100,00
100,00
99,00
99,00
--
--
99,00
99,00
99,00
99,00
100,00
--
--
--
100,00
--
100,00
--
97,97
97,97
--
--
97,97
97,97
95,93
96,25
Doğuş Gayrimenkul
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Hellas
100,00
--
--
--
100,00
--
99,99
--
--
100,00
--
--
--
100,00
--
100,00
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Finance Ukraine Doğuş Fotoğraf Doğuş GYO
Doğuş Hoteli d.o.o. Doğuş İnşaat Doğuş İnşaat Limited
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş International
100,00
100,00
--
--
100,00
100,00
92,72
92,72
Doğuş Leisure
100,00
--
--
--
100,00
--
100,00
--
Doğuş Management
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Otel İşletmeciliği
100,00
100,00
--
--
100,00
100,00
99,76
99,76
Doğuş Otel Yatırımları
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Oto Pazarlama
100,00
100,00
--
--
100,00
100,00
74,02
74,02
Doğuş Perakende
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Razvitak
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Sağlıklı Yaşam
100,00
100,00
--
--
100,00
100,00
100,00
100,00
100,00
100,00
95,30
95,30
100,00
100,00
88,66
88,66
100,00
100,00
100,00
Doğuş Spor Moda
100,00
50,00
--
--
100,00
50,00
100,00
50,00
Doğuş Sportif
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Tarım
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Telekom
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Turgutreis
100,00
100,00
--
--
100,00
100,00
98,28
98,28
Doğuş Turizm
100,00
100,00
--
--
100,00
100,00
100,00
100,00 100,00
Doğuş Varlık
100,00
100,00
--
--
100,00
100,00
100,00
Doğuş Video
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Doğuş Yayın Grubu
100,00
100,00
--
--
100,00
100,00
99,96
99,96
67,00
--
--
--
67,00
--
67,00
--
100,00
100,00
--
--
100,00
100,00
74,25
74,25
Doğuş Zhenfa Doors Akademi Doors Holding Doors Uluslararası Yönetim
74,25
74,25
--
--
74,25
74,25
74,25
74,25
100,00
100,00
--
--
100,00
100,00
74,25
74,25
Dream International B.V.
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Dream International Coöperatif U.A.
100,00
100,00
--
--
100,00
100,00
100,00
100,00
E Elektronik (4)
--
100,00
--
--
--
100,00
--
99,96
Enformasyon (6)
--
100,00
--
--
--
100,00
--
99,96
Etiler Kebapçılık
75,00
--
--
--
75,00
--
75,00
--
Etiler Turizm
75,00
75,00
--
--
75,00
75,00
75,00
75,00 40,00
Euromessage Deutschland (2)
100,00
100,00
--
--
100,00
100,00
60,00
Garanti Turizm
100,00
100,00
--
--
100,00
100,00
99,22
99,22
Genoto
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Gouvia Marina S.A. (3)
100,00
100,00
--
--
100,00
100,00
89,99
68,24
Göktrans
100,00
100,00
--
--
100,00
100,00
99,76
99,76
Günaydın Antalya
60,00
--
--
--
60,00
--
42,00
--
Günaydın Et Sanayi
70,00
70,00
--
--
70,00
70,00
70,00
70,00
Günaydın Et Şarküteri
70,00
70,00
--
--
70,00
70,00
70,00
70,00
Günaydın İdealtepe
70,00
70,00
--
--
70,00
70,00
70,00
70,00
70,00
70,00
70,00
70,00
100,00
100,00
74,25
74,25
100,00
100,00
74,25
74,25
100,00
100,00
74,25
74,25
Doğuş Maroc SARL
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Doğuş Media
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Dogus Montenegro B.V.
100,00
100,00
--
--
100,00
100,00
99,99
99,99
Günaydın İstanbul
70,00
70,00
--
--
99,99
Havana Doors
100,00
100,00
--
--
Havana International B.V.
100,00
100,00
--
--
Havana International Coöperatif U.A.
100,00
100,00
--
--
Dogus Montenegro Coöperatif U.A. Doğuş Nakliyat
-90,50
100,00 90,50
DOĞUŞ GROUP
238
---
2015 ANNUAL REPORT
---
-90,50
100,00 90,50
-90,46
90,46
Proportion of effective interest of Doğuş Holding and its subsidiaries
DOĞUŞ GROUP
239
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
34 Group enterprises (continued)
34 Group enterprises (continued)
34.1 List of subsidiaries (continued)
34.1 List of subsidiaries (continued)
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries
Ownership interest through shares held by Şahenk Family
Proportion of ownership interest
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries
Proportion of effective interest of Doğuş Holding and its subsidiaries
2015
2014
2015
2014
2015
2014
2015
2014
Havana Yayıncılık
100,00
100,00
--
--
100,00
100,00
74,25
74,25
Ownership interest through shares held by Şahenk Family
Proportion of ownership interest
Proportion of effective interest of Doğuş Holding and its subsidiaries
2015
2014
2015
2014
2015
2014
2015
2014
Soya
100,00
100,00
--
--
100,00
100,00
100,00
100,00
HD Yayıncılık
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Sportif Radyo
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Hedef Medya
60,00
40,00
--
--
60,00
40,00
60,00
40,00
Star Avrupa
100,00
100,00
--
--
100,00
100,00
99,96
99,96
İstinye Park Gayrmenkul
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Star TV
100,00
100,00
--
--
100,00
100,00
99,96
99,96
100,00
100,00
--
--
100,00
100,00
100,00
100,00
74,00
74,00
--
--
74,00
74,00
43,41
43,41
--
50,00
--
--
--
50,00
--
50,00
Şahintur
Kadıköy Tepe
100,00
100,00
--
--
100,00
100,00
70,00
70,00
King of the Rib
100,00
--
--
--
100,00
--
99,99
--
Toms Kitchen Restaurant Holdings Limited
Itsumi (5)
Kivahan
100,00
51,00
--
--
100,00
51,00
100,00
50,96
Tansaş Gıda
99,87
99,87
--
--
99,87
99,87
99,87
99,87
Köprü
100,00
100,00
--
--
100,00
100,00
100,00
50,96
Teknik Mühendislik
99,90
99,90
--
--
99,90
99,90
99,90
99,90
Zadar
100,00
60,00
--
--
100,00
60,00
100,00
60,00
Körfez Hava
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Kral Pop
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Kral Pop Avrupa
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Kral TV Radyo
100,00
100,00
--
--
100,00
100,00
99,96
99,96
K&G Medmarinas Management S.A.
90,00
68,24
--
--
90,00
68,24
89,99
68,24
Lacivert
100,00
75,00
--
--
100,00
75,00
100,00
75,00
Lefkas Marina S.A. (3)
100,00
100,00
--
--
100,00
100,00
89,99
68,24
London Doors Restaurant Group LPM Istanbul Marina Barcelona Marina Borik Marina Dalmacija
79,00
79,00
--
--
79,00
79,00
58,66
58,66
100,00
52,78
--
--
100,00
52,78
100,00
52,78
70,01
--
--
--
70,01
--
70,01
--
100,00
100,00
--
--
100,00
100,00
100,00
100,00
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Hospitality
100,00
100,00
--
--
100,00
100,00
100,00
60,00
The Tom Aikens Group Ltd
100,00
100,00
--
--
100,00
100,00
43,41
43,41
Tom Aikens Ltd
100,00
100,00
--
--
100,00
100,00
43,41
43,41
74,96
74,96
--
--
74,96
74,96
52,47
52,47
Tiendes Tom's Kitchen Ltd
100,00
100,00
--
--
100,00
100,00
43,41
43,41
Uydu Dijital
100,00
100,00
--
--
100,00
100,00
99,96
99,96
88,17
86,80
--
--
88,17
86,80
88,17
86,80
100,00
70,00
--
--
100,00
70,00
100,00
70,00
Villa Dubrovnik Vitapark Voyager
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Well Body Holding B.V.
100,00
100,00
--
--
100,00
100,00
99,99
99,99
Marina Sibenik
100,00
100,00
--
--
100,00
100,00
100,00
100,00
West Mediternean
100,00
--
--
--
100,00
--
99,99
--
Marina Upravljanje
100,00
100,00
--
--
100,00
100,00
100,00
100,00
67,00
51,00
--
--
67,00
51,00
67,00
51,00
Well Body Holding Coöperatief U.A.
--
100,00
--
--
--
100,00
--
99,99
Yonca Radyo
100,00
100,00
--
--
100,00
100,00
99,96
99,96
75,00
56,25
--
--
75,00
56,25
67,50
38,38
Masa (7) Meto Turizm
75,00
75,00
--
--
75,00
75,00
75,00
75,00
Mezzaluna
70,00
70,00
--
--
70,00
70,00
70,00
70,00
MK Holding
60,00
60,00
--
--
60,00
60,00
60,00
60,00
Mora (7) Nahita
67,00
51,00
--
--
67,00
51,00
67,00
51,00
100,00
100,00
--
--
100,00
100,00
100,00
100,00
NTV Batı
100,00
100,00
--
--
100,00
100,00
99,96
99,96
NTV Radyo
100,00
100,00
--
--
100,00
100,00
99,96
99,96
Nusret Dubai
100,00
100,00
--
--
100,00
100,00
51,00
51,00
Nusret Limited
100,00
100,00
--
--
100,00
100,00
51,00
51,00 70,00
Oran Gurme
100,00
100,00
--
--
100,00
100,00
70,00
Panther Marina
100,00
100,00
--
--
100,00
100,00
99,99
99,99
Populist
60,00
60,00
--
--
60,00
60,00
60,00
60,00
Portakal Yazılım (2)
60,00
60,00
--
--
60,00
60,00
36,00
24,00
Pozitif Arena
80,00
80,00
--
--
80,00
80,00
80,00
80,00
Pozitif Müzik A.Ş.
80,00
80,00
--
--
80,00
80,00
80,00
80,00
Pozitif Müzik Yapım A.Ş.
80,00
80,00
--
--
80,00
80,00
80,00
80,00
Sait
60,00
60,00
--
--
60,00
60,00
60,00
60,00
Salıpazarı
81,00
81,00
--
--
81,00
81,00
81,00
81,00
Sibenik Upravljanje
100,00
100,00
--
--
100,00
100,00
100,00
100,00
Sititur
100,00
100,00
--
--
100,00
100,00
100,00
100,00
DOĞUŞ GROUP
240
2015 ANNUAL REPORT
Zea Marina S.A. (3)
(1) Consolidated under MK Holding. (2) Consolidated under Hedef Medya. (3) Consolidated under K&G medmarinas Management S.A. (4) Sale of shares of E Elektronik has been finalised on 21 April 2015, (5) Sale of shares of Itsumi has been finalised on 13 July 2015. (6) Sale of shares of Enformasyon has been finalised on 7 October 2015. (7) These companies which were classified as joint venture in preivous years, have been consolidated as subsidiaries in 2015 after acquisitions of additional shares.
DOĞUŞ GROUP
241
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
34 Group enterprises (continued)
34 Group enterprises (continued)
34.2 List of associates (continued)
34.2 List of associates The table below sets out the associates and shows the shareholding structure of the associates at 31 December: Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries 2015
Ownership interest through shares held by Şahenk Family
Proportion of ownership interest
2014
2015
2014
2015
2014
(1) Sale of shares of LPD Holding and Leaseplan has been finalised on 16 Februrary 2015.
Proportion of effective interest of Doğuş Holding and its subsidiaries 2015
2014
(2) Consolidated under VDF Servis Holding. (3) Although the ownership rate of Garanti Bank in this company is less than 50%. Garanti Bank has the controlling power on the operations and financial policies of this company.
Adelia LTD
100,00
--
--
--
100,00
--
33,33
--
Coya Dubai
28,00
28,00
--
--
28,00
28,00
28,00
28,00
Coya London
20,00
20,00
--
--
20,00
20,00
20,00
20,00
Coya Miami
20,00
20,00
--
--
20,00
20,00
20,00
20,00
İstinye Yönetim Hizmetleri
42,00
42,00
--
--
42,00
42,00
42,00
42,00
The table below sets out the joint ventures and joint operations and shows the shareholding structure of the joint ventures and
Garanti Bank
10,00
24,23
--
0,66
10,00
24,89
9,72
23,95
joint operations as at 31 December:
Garanti Bank SA
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Bilişim
100,00
100,00
--
--
100,00
100,00
9,72
23,95
81,84
81,84
--
--
81,84
81,84
7,96
19,60
Garanti Filo
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Filo Sigorta
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Holding B.V.
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Hizmet
99,40
99,40
--
--
99,40
99,40
9,66
23,80
Garanti Konut
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Kültür
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Leasing
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Portföy
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Yatırım
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Garanti Yatırım Ortaklığı (3)
3,30
3,30
--
--
3,30
3,30
0,32
G Netherlands
100,00
100,00
--
--
100,00
100,00
GBI
100,00
100,00
--
--
100,00
GB Moscow
100,00
100,00
--
--
100,00
Garanti Faktoring
Proportion of effective interest of Doğuş Holding and its subsidiaries
2014
2015
2014
2015
2014
2015
2014
--
--
90,00
90,00
45,01
45,01
Acropolis S.P.A
51,00
51,00
--
--
51,00
51,00
51,00
51,00
Argos Bağcılık
100,00
--
--
--
100,00
--
50,00
--
Argos Kültür
90,00
--
--
--
90,00
--
45,00
--
Aslancık
33,33
33,33
--
--
33,33
33,33
33,33
33,33
Azumi Limited
50,01
50,01
--
--
50,01
50,01
50,01
50,01
Bodyism Global Holdings 2014
50,01
50,01
--
--
50,01
50,01
50,01
50,01
Bodyism Global Limited
100,00
100,00
--
--
100,00
100,00
50,01
50,01
0,79
Bodyfood
100,00
100,00
--
--
100,00
100,00
50,01
50,01
9,72
23,95
Bodywear
100,00
100,00
--
--
100,00
100,00
50,01
50,01
100,00
9,72
23,95
Boyabat
34,00
34,00
--
--
34,00
34,00
33,97
33,97
100,00
9,72
23,95
Chenot Cosmetique S.a.g.l. (3)
100,00
--
--
--
100,00
--
50,99
--
Chenot Cosmetic S.R.L. (3)
100,00
--
--
--
100,00
--
50,99
--
Chenot Dietetique S.a.g.l (3)
84,91
84,91
--
--
84,91
84,91
8,26
20,33
100,00
--
--
100,00
100,00
9,72
23,95
Kiko
49,00
--
--
--
49,00
--
32,83
--
Leaseplan (1)
--
100,00
--
--
--
100,00
--
38,68
LPD Holding (1)
--
49,00
--
--
--
49,00
--
38,68
Motoractive
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Ralfi
100,00
100,00
--
--
100,00
100,00
9,72
23,95
Reidin
30,00
30,00
--
--
30,00
30,00
30,00
30,00
SARL Eden Rock
100,00
--
--
--
100,00
--
33,33
--
SAS Eden Rock Villa Rental
100,00
--
--
--
100,00
--
33,33
--
SCI Afternoon Tea
100,00
--
--
--
100,00
--
33,33
--
33,33
--
--
--
33,33
--
33,33
--
Trifoi Real Estate Company
100,00
100,00
--
--
100,00
100,00
9,72
23,95
VDF Faktoring (2)
100,00
100,00
--
--
100,00
100,00
38,68
38,68
VDF Tüketici
49,00
49,00
--
--
49,00
49,00
36,04
36,04
VDF Servis
49,00
49,00
--
--
49,00
49,00
38,68
38,68
VDF Sigorta (2)
100,00
100,00
--
--
100,00
100,00
38,69
38,69
World Wide
30,00
30,00
--
--
30,00
30,00
29,99
29,99
Yüce Auto
50,00
50,00
--
--
50,00
50,00
36,50
36,50
Zingat
100,00
--
--
--
100,00
--
30,00
--
2015 ANNUAL REPORT
Proportion of ownership interest
90,00
100,00
242
Ownership interest through shares held by Şahenk Family
2015
GÖSAŞ
DOĞUŞ GROUP
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries 90,00
GEHAŞ
Solid Rock Property SAS
34.3 List of joint ventures / joint operations
Abu Dhabi
100,00
--
--
--
100,00
--
50,99
--
Doğuş Alarko (1)
37,50
37,50
--
--
37,50
37,50
37,50
37,50
Doğuş SK Girişim
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Doğuş Planet
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Doğuş Polat (1)
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Doğuş Prestige (1)
60,00
60,00
--
--
60,00
60,00
60,00
60,00
Doğuş YDA (1)
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Ege Turizm
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Gestin Turizm
50,00
--
--
--
50,00
--
50,00
--
Gülermak Doğuş (1)
50,00
50,00
--
--
50,00
50,00
50,00
50,00
HC Biontis S.R.L. (3)
100,00
--
--
--
100,00
--
50,99
--
HC International S.A.
50,99
--
--
--
50,99
--
50,99
--
HC Trademarks S.a.r.l. (3)
100,00
--
--
--
100,00
--
50,99
--
Kanlıca Turizm
49,00
49,00
--
--
49,00
49,00
36,38
36,38
Kazakistan Yol Total
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Kömürhan Köprüsü
50,00
50,00
--
--
50,00
50,00
50,00
50,00
--
49,00
--
--
--
49,00
--
36,04
Lamda Dogus
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Lamda Flisvos (2)
83,39
70,00
--
--
83,39
70,00
41,69
35,00
Lamda Marina (2)
77,23
77,23
--
--
77,23
77,23
32,20
27,03
L’atelier
100,00
--
--
--
100,00
--
60,00
--
Mad Atelier
60,00
--
--
--
60,00
--
60,00
--
Meiller Doğuş
49,00
49,00
--
--
49,00
49,00
35,77
35,77
Krone Doğuş (4)
DOĞUŞ GROUP
243
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
34 Group enterprises (continued)
34 Group enterprises (continued)
34.3 List of joint ventures / joint operations (continued)
The major changes in Group enterprises for the year ended 31 December 2015 are summarised in the following paragraphs:
Direct and indirect ownership interest held by Doğuş Holding and its subsidiaries
Ownership interest through shares held by Şahenk Family
Proportion of ownership interest
Proportion of effective interest of Doğuş Holding and its subsidiaries
2015
2014
2015
2014
2015
2014
2015
2014
Ortakonak Gayrimenkul
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Robata Rest Ltd
90,00
90,00
--
--
90,00
90,00
50,01
50,01
Roka Mayfair Ltd
85,00
85,00
--
--
85,00
85,00
42,51
42,51
Roka Aldwych Ltd
100,00
100,00
--
--
100,00
100,00
50,01
50,01
Corpera
50,00
50,00
--
--
50,00
50,00
50,00
50,00
Taddeo Trading Ltd
100,00
100,00
--
--
100,00
100,00
50,01
50,01
Taraneete International Ltd
73,76
73,76
--
--
73,76
73,76
50,01
50,01
TDB Sigorta
33,33
--
--
--
33,33
--
33,33
--
Time Result Investments Ltd
62,51
62,51
--
--
62,51
62,51
50,01
50,01
Turnwise Enterprices Ltd
--
30,00
--
--
--
30,00
--
15,00
100,00
100,00
--
--
100,00
100,00
24,34
24,34
TÜVTURK Kuzey
33,33
33,33
--
--
33,33
33,33
24,34
24,34
Tüv Süd Doğuş Ekspertiz
49,95
49,95
--
--
49,95
49,95
49,95
49,95
TÜVTURK Güney
33,33
33,33
--
--
33,33
33,33
24,34
24,34
Uzunetap
90,00
--
--
--
90,00
--
45,00
--
Wildfire Entertainment Ltd.
40,00
40,00
--
--
40,00
40,00
20,00
20,00
YMDYYB (1)
26,00
26,00
--
--
26,00
26,00
26,00
26,00
Zuma Bangkok Ltd
49,00
49,00
--
--
49,00
49,00
24,50
24,50
Zuma Club LLC
75,01
75,01
--
--
75,01
75,01
50,01
50,01
Zuma Japanese Restaurant INC
100,00
100,00
--
--
100,00
100,00
50,01
50,01
Zuma Japanese Restaurant Miami LLC
90,00
90,00
--
--
90,00
90,00
50,01
50,01
Zuma Las Vegas LLC
100,00
--
--
--
100,00
--
50,01
--
Zuma NY LLC
100,00
100,00
--
--
100,00
100,00
45,01
45,01
Zuma Rome
100,00
--
--
--
100,00
--
50,01
--
Zuma Turizm
90,00
90,00
--
--
90,00
90,00
57,13
57,13
Zuma USA LLC
90,00
90,00
--
--
90,00
90,00
45,01
45,01
TÜVTURK İstanbul
(1) The joint operations are proportionately consolidated under the Group in accordance with IFRS 11 “Joint Arrangements” (2) Consolidated under Lamda Doğuş. (3) Consolidated under HC International S.A. (4) Sale of shares of Krone has been finalised on 8 April 2015.
34.4 Establishment of new entities •
On 23 January 2015, Nahita has established Etiler Kebapçılık Restoran A.Ş. The area of operation of the entity is restaurant establishment.
•
On 2 April 2015, Gestin Turizm Yatırım İşletmeleri İnşaat ve Ticaret A.Ş. has been established. The area of operation of the entity is hospitality.
•
On 15 April 2015, Zingat Gayrimenkul Bilgi Sistemleri A.Ş. has been established. The area of operation of the entity is real estate research.
•
On 17 April 2015, Nahita has established Günaydın Antalya Restoran Gıda Turizm Ticaret A.Ş.. The area of operation of the entity is restaurant establishment.
•
On 7 May 2015, the Group has established Dogus Leisure & Entertainment Investment Limited. The entity is an investment company.
•
On 12 May 2015, the Group has established Doğuş Zhenfa Kozmetik Ticaret A.Ş.. The area of operation of the entity is cosmetic retail services.
•
On 21 July 2015, the Group has established Kiko Kozmetik Ürünleri Ticaret A.Ş.. The area of operation of the entity is cosmetic retail services.
•
On 23 July 2015, the Group has established TDB Sigorta Brokerlık A.Ş.. The area of operation of the entity is insurance agency.
•
On 19 October 2015, the Group has established Doğuş Fotoğraf ve Kamera Ekipmanları A.Ş.. The area of operation of the entity is camera equipment sales.
•
On 21 October and 22 October 2015, the Group has established respectively, D-Et International Holding Coöperatif U.A. and D-Et International Holding B.V.. These entitites are investment companies.
•
On 17 November 2015, the Group has established Doğuş Dijital Hizmetler A.Ş.. The area of operation of the entity is digital media services.
•
In 2015, the Group has established Zuma Las Vegas LLC and Zuma Rome. The area of operation of the entities is restaurant establishment.
34.5 Sale of entities •
Sale of LPD Holding A.Ş. to LeasePlan Corporation N.V. has been finalised on 16 February 2015.
•
On 8 April 2015, sale of shares of Krone Doğuş Treyler Sanayi ve Ticaret A.Ş. owned by Doğuş Group companies representing 49% of the paid-in share capital of the Company in accordance with the share purchase agreement signed between Doğuş Group and Fahrzeugwerk Bernard Krone GmbH dated 29 January 2015 has been finalised.
•
On 21 April 2015, E-Elektronik Bahis Oyunları A.Ş., which operates in digital media sector named as Oley.com, is sold to Ages Bilişim Teknolojileri San. ve Tic. A.Ş. in accordance with the approval of Spor Toto Teşkilat Başkanlığı.
•
On 13 July 2015, Nahita has sold all shares of Ryo-Tei Itsme Company.
•
On 27 July 2015, in accordance with the terms of the agreement between BBVA and Doğuş Group which was previously disclosed on 19 November 2014, sale of shares representing 14,23% of the share capital of T. Garanti Bankası A.Ş. (“Garanti Bank”) with a nominal value of TL 597.469.389 by Doğuş Group to BBVA have been completed. Following the acquisition, BBVA’s stake in Garanti Bank has now reached 39,9%. Doğuş Group’s interest in Garanti Bank has decreased to 10% of the share capital. The purchase price paid on the transfer date by BBVA is TL 8,765 per share. In addition, the sellers have already received the dividend paid to Garanti Bank’s shareholders in April 2015 amounting to 0,135 Turkish Liras per share and accordingly the total purchase price reached TL 8,90 per share.
•
On 30 July 2015, the Group signed business partnership contracts in order to execute sales representation of Discovery Communications’ TV channels operating in Turkey. The shares were transferred on 7 October 2015.
DOĞUŞ GROUP
244
2015 ANNUAL REPORT
DOĞUŞ GROUP
245
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
34 Group enterprises (continued)
35 Significant events (continued)
34.6 Liquidation / merger of entities
RTE University (Rize)
• •
Customer
• •
Doğuş Auto Mısr LLC, Doğuş Auto Mısır JS, Doğuş Finance Ukraine, Doğuş Prestige and Doğuş Varlık Kiralama A.Ş. are under liquidation. Dogus Montenegro Coöperatif U.A. and Well Body Holding Coöperatief U.A. have merged under D Marine Investments Holding Coöperatief U.A. Doğuş Cennet Koyu Sağlıklı Yaşam Hizm.A.Ş. has merged with D Otel Plaj İşletmeciliği A.Ş.. Dogus Hoteli d.o.o has merged with Dogus Marine Croatia.
: Doğuş Holding A.Ş.
Contract Value
: TL 50 million
Contract Date
: 26 January 2015
Doğuş Share
: 100 %
Type
: Construction of RTE University’s Faculty of Technology
34.7 Change in structure/ title
Duration
•
D Otel Bodrum Sağlıklı Yaşam Hizmetleri Ticaret A.Ş. changed its legal name as D Otel Plaj İşletmeciliği A.Ş.
Soma Residences (Manisa)
•
Dogus Marine Croatia d.o.o changed its legal name as Dogus Croatia d.o.o.
Customer
•
Tenos d.o.o changed its legal name as Zadar Resort d.o.o.
Contract Value
•
Tenos Turizam d.o.o changed its legal name as Hospitality d.o.o.
Contract Date
•
Doğuş Hoteli Sibenik d.o.o changed its legal name as Doğuş Marina Upravljanje d.o.o.
Doğuş Share
•
MK Mykonos SA changed its legal name as Doğuş Hellas SA.
Type
•
Tag Restaurants Holdings Ltd changed its legal name as Toms Kitchen Restaurant Holdings Limited.
Duration
•
IMG Doğuş Spor Moda ve Medya Hizmetleri ve Ticaret A.Ş. changed its legal name as Doğuş Spor Moda ve Medya Hizmetleri ve Ticaret A.Ş.
35 Significant events •
Group has acquired concession right for the Volkswagen Arena premises for 44 years.
•
On 4 February 2015, the Group has purchased an additional 21,76% shares of K&G Medmarinas Management S.A., increasing its shareholding to 90%.
•
On 15 February 2015, Nahita has purchased remaining shares of LPM İstanbul A.Ş., increasing its shareholding to 100%.
•
On 24 March 2015, Doğuş Holding has purchased an additional 20% shares of Hedef Medya Tanıtım İnteraktif Medya Pazarlama A.Ş.
•
On 2 April 2015, Nahita has increased its ownership rate in Sele Restaurant Group from 51% to 67% by acquiring additional shares.
•
On 14 April 2015, the Group has acquired 51% of the shares of HC International S.A., a société anonyme incorporated under the laws of Luxembourg, pursuant to the terms of a share sale and purchase agreement dated 19 January 2015.
•
On 2 June 2015, Doğuş Holding has purchased an additional 30% shares of Vitapark Spor Turizm Hizmet İnşaat ve Ticaret A.Ş. and an additional 20% shares of Doğuş Cennet Koyu Sağlıklı Yaşam Hizmetleri Ticaret A.Ş., increasing its shareholding to 100%.
•
On 6 July 2015, Dream International BV has purchased a 60% interest in the shares of Mad Atelier International B.V.
•
On 30 July 2015, K&G Medmarinas Management S.A. has purchased additional shares in Zea Marina S.A. thereby increasing
: 15 months
: Doğuş Holding A.Ş. : TL 60 million : 28 February 2015
: 100 %
: Construction of 301 Residences
: 15 months
Star Oil Refinery Dock (İzmir) Customer
: TSGI Mühendislik ve İnşaat Ltd. (Tecnicas Reunidas, Saipem, GS Engineering, Itochu JV)
Contract Value
: USD 200 million
Contract Date
: 25 March 2015
Doğuş Share
: 50 %
Type
: Construction of Onshore Structures
Duration
: 24 months
Ergene Havzası OSD Fresh Water Treatment Plant (Çorlu) Customer
: Derin Deniz Deşarj A.Ş.
Contract Value
: TL 69 million
Contract Date
: 21 April 2015
Doğuş Share
: 100 %
Type
: Construction treatment plant and connection to water chute
Duration
: 24 months
its shareholding to 75%.
Adana Hacı Sabancı OIS Water Treatment Plant
•
The Group, has purchased an additional 30% of Zadar Resort, increasing its shareholding to 100%.
Customer
•
In 2015, Doğuş Tourism Group has opened three new hotels / beaches, Murat Reis Ayvalık, Turkey and D-Resort Šibenik,
Contract Value
Croatia and Il Riccio Restaurant and Beach Club, Bodrum.
Contract Date
On 6 August 2015, Group has purchased remaining shares of Doğuş Spor Moda (formerly known as IMG Doğuş Spor Moda) and increased
Doğuş Share
its shareholding to 100%. The name of the Company has been changed as Doğuş Spor Moda ve Medya Hizmetleri ve Ticareti A.Ş.
Type
On 9 September 2015, Nahita has purchased remaining shares of Lacivert A.Ş. and Kivahan Turizm Tic A.Ş. and increased its
Duration
• •
: Adana Hacı Sabancı Organize Sanayi Bölgesi : TL 18.6 million ve EUR 6 million : 28 August 2015
: 100 %
: Construction of waste water treatment plant
: 730 days
shareholding to 100%. •
On 23 September 2015, D Marine Investments Holding B.V. has purchased a 100% interest in the shares of West Mediteranean
•
On 27 July 2015, in accordance with the terms of the agreement between BBVA and Doğuş Group which was previously
Holding Limited.
disclosed on 19 November 2014, sale of shares representing 14,23% of the share capital of T. Garanti Bankası A.Ş. (“Garanti
•
On 7 December 2015, D Marine Investments Holding B.V. has acquired 33,3% of Solid Rock Property SAS.
Bank”) with a nominal value of TL 597.469.389 by Doğuş Group to BBVA have been completed. Following the acquisition,
•
On 12 December 2015, Artvin Hydroelectric Plant has come into operation.
BBVA’s stake in Garanti Bank has now reached 39,9%. Doğuş Group’s interest in Garanti Bank has decreased to 10% of the
•
On 21 December 2015, D Marine Investments Holding B.V. has acquired 70% of Marina Barcelona 92 S.A.
share capital. The purchase price paid on the transfer date by BBVA is TL 8,765 per share. In addition, the sellers have already
•
In 2015, Gestin Turizm Yatırım İşletmeleri İnşaat ve Ticaret A.Ş. has acquiered 100% of Argos Bağcılık ve Şarapçılık San. Tic.
received the dividend paid to Garanti Bank’s shareholders in April 2015 amounting to 0,135 Turkish Liras per share and
A.Ş., 90% of Argos Kültür Sanat Tanıtım Organizasyon Tic. A.Ş. and 100% of Uzunetap Tanıtım Organizasyon Tic. A.Ş.
accordingly the total purchase price reached TL 8,90 per share.
•
Doğuş İnşaat has signed or in the process of signing contracts for the construction of the following projects DOĞUŞ GROUP
246
2015 ANNUAL REPORT
DOĞUŞ GROUP
247
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
36 Acquisition of subsidiaries and non-controlling interests (continued) 35 Significant events (continued) •
36.1 Acquisition of additional interests of Hedef Medya (continued)
Acquisition of 100% of Man Finansman A.Ş. by Volkswagen Doğuş Finansman A.Ş. has been completed on 6 October 2015. Following the acquisition, Man Finansman A.Ş. and Volkswagen Doğuş Finansman A.Ş. merged under Volkswagen Doğuş Finansman A.Ş.
•
On 19 November 2015, Doğuş Otomotiv Servis ve Ticaret A.Ş. announced that production at Meiller Doğuş Damper Sanayi
Cash consideration transferred
21.263
Cash and cash equivalents acquired
(4.514)
Net cash outflow arising on acquisition
16.749
ve Ticaret Limited Şirketi, at which Doğuş Otomotiv has 49% shareholding, has been stopped. The distribution operations of Meiller tippers in Turkey will be carried by Dogus Otomotiv.
The goodwill is mainly attributable to the deal rationale of the Group’s ambition to to acquire a strong growing which is engaged in e-marketing .
36 Acquisition of subsidiaries and non-controlling interests
36.2 Acquisition of additional interests of LPM
Acquisition in 2015 36.1 Acquisition of additional interests of Hedef Medya On 24 March 2015, the Group has purchased an additional 20 percent of shares of Hedef Medya for TL 21.263 thousand. Following the completion of the additional share purchases, Hedef Medya was considered as a “Subsidiary” with 60% of the voting rights held by Doğuş Holding and was included by using the full consolidation method in the consolidated financial statements of the Group dated 31 December 2015. The additional share purchase transaction was considered as “change of control” within the framework of the provisions of IFRS 3 “Business Combinations”. Accordingly, a goodwill amounting to TL 10.261 thousand resulting from the purchase of additional 20% of shares was recognised and the impairment loss amounting to TL 22 thousand resulting from the recognition of the existing 40% shares at their fair value were recognised in profit or loss in the “gains and losses from investment activities” account. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. Under IFRS 3, customer relationships amounting to TL 56.981 thousand has been recognised as an intangible asset arising from the acquisition of Hedef Medya. The calculation of profit/loss resulting from the change of control and information regarding the net assets controlled are as follows:
On 15 February 2015, the Group has purchased an additional 47,22 percent of shares of LPM for TL 2.207 thousand. Following the completion of the additional share purchases, LPM was considered as a “Subsidiary” with 100% of the voting rights held by the Group and was included by using the full consolidation method in the consolidated financial statements of the Group dated 31 December 2015. The additional share purchase transaction was considered as “change of control” within the framework of the provisions of IFRS 3 “Business Combinations”. Accordingly, a goodwill amounting to TL 2.874 thousand resulting from the purchase of additional 47,22% of shares was recognised and the impairment loss amounting to TL 292 thousand resulting from the recognition of the existing 52,78% shares at their fair value, were recognised in profit or loss, in the “losses from investment activities” account. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. The calculation of profit/loss resulting from the change of control and information regarding the net assets controlled are as follows: Consideration paid for additional share purchase (47,22%)
2.207
Fair value of shares held before purchase (52,78%)
(746)
Total
1.461
Consideration paid for additional share purchase (20%)
21.263
Fair value of net assets controlled (100%)
1.413
Fair value of shares held before purchase (40%)
22.004
Goodwill
2.874
Fair value of non-controlling interests (40%)
22.004
Total
65.271
Carrying value of shares held before purchase (52,78%)
(454)
Fair value of net assets controlled (100%)
(55.010)
Goodwill
10.261
Carrying amount of shares held before purchase (40%)
22.026
Fair value of shares held before purchase (40%)
22.004
Impairment of shares held before purchase
(22)
The fair values (100%) of controlled identifiable assets and liabilities following the additional share purchase in accordance with IFRS 3 are as follows: Identifiable assets acquired and liabilities assumed Property and equipment Intangible assets Due from related parties Trade receivables Other non current assets Other current assets Inventories Deferred tax assets Cash and cash equivalents Trade payables Other current liabilities Other non-current liabilities Non-controlling interest Deferred tax liability Total net identifiable assets
1.623 58.840 9 3.440 12 336 82 178 4.514 (610) (1.010) (239) (769) (11.396) 55.010 DOĞUŞ GROUP
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2015 ANNUAL REPORT
Fair value of shares held before purchase (52,78%)
(746)
Impairment on shares held before purchase
(292)
The fair values (100%) of controlled identifiable assets and liabilities following the additional share purchase in accordance with IFRS 3 are as follows: Identifiable assets acquired and liabilities assumed Property and equipment
8.300
Intangible assets
188
Trade receivables
177
Other current assets
2.011
Inventories
595
Deferred tax assets
430
Cash and cash equivalents
113
Trade payables
(1.535)
Other current liabilities
(506)
Due to related parties
(2.904)
Long term borrowings
(8.282)
Total net identifiable assets
(1.413) DOĞUŞ GROUP
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2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36.2 Acquisition of additional interests of LPM (continued)
36.3 Acquisition of additional interests of K&G Medmarinas Management S.A (continued)
Cash consideration transferred Cash and cash equivalents acquired Net cash outflow arising on acquisition
2.207
Cash consideration transferred
(113)
Cash and cash equivalents acquired
2.094
The goodwill is mainly attributable to the deal rationale of the Group’s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering high-end fine dining services to A class customers.
36.3 Acquisition of additional interests of K&G Medmarinas Management S.A On 4 February 2015, the Group has purchased an additional 21,76 percent of shares of K&G for TL 16.568 thousand. Following the completion of the additional share purchases, K&G was considered as a “Subsidiary” with 90% of the voting rights held by the Group and was included by using the full consolidation method in the consolidated financial statements of the Group dated 31 December 2015. The additional share purchase transaction was considered as “change of control” within the framework of the provisions of IFRS 3 “Business Combinations”. Accordingly, a goodwill amounting to TL 9.159 thousand resulting from the purchase of additional 21,76% of shares was recognised and the impairment loss amounting to TL 4.364 thousand resulting from the recognition of the existing 68,24% shares at their fair value, was recognised in profit or loss, in the “losses from investment activities” account. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. The calculation of profit/loss resulting from the change of control and information regarding the net assets controlled are as follows:
16.568 (18.241)
Net cash outflow arising on acquisition
(1.673)
36.4 Acquisition of additional interests of Sele Restaurant Group On 2 April 2015, the Group has purchased an additional 16 percent of shares of Sele Restaurant Group for TL 11.537 thousand. Following the completion of the additional share purchases, Sele Restaurant Group was considered as a “Subsidiary” with 67% of the voting rights held by the Group and was included by using the full consolidation method in the consolidated financial statements of the Group dated 31 December 2015. The additional share purchase transaction was considered as “change of control” within the framework of the provisions of IFRS 3 “Business Combinations”. Under IFRS 3 brand names, Mora, Masa, Darphane and Borsa amounting to TL 33.536 thousand have been recognized as intangible assets arising from the acquisition of Sele Restaurant Group. The fair values of the brand names acquired are based on the Multi-period Excess Earning Method. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. The calculation of profit/loss resulting from the change of control and information regarding the net assets controlled are as follows: Consideration paid for additional share purchase (16%)
11.537
Fair value of shares held before purchase (51,00%)
43.088 7.940
Fair value of non-controlling interests (33%) Consideration paid for additional share purchase (21,76%)
16.568
Fair value of shares held before purchase (68,24%)
30.828
Total
62.565
Fair value of net assets controlled (100%)
(24.061)
Goodwill
38.504
4.518
Fair value of non-controlling interests (10%) Total
51.914
Fair value of net assets controlled (100%)
(42.755)
Goodwill (*)
9.159
(*) Considering that marinas operated by K&G have concession for a limited number of years goodwill amounting to TL 9.159 thousand has been reclassified to other intangible assets.
The fair values (100%) of controlled identifiable assets and liabilities following the additional share purchase in accordance with IFRS 3 are as follows: Identifiable assets acquired and liabilities assumed: Property and equipment
7.527
Intangible assets
34.490
Other non-current assets Carrying value of shares held before purchase (68,24%)
35.192
Fair value of shares held before purchase (68,24%)
30.828
Impairment on shares held before purchase
(4.364)
333
Trade receivables
8.259
Other current assets
1.337
Inventories
1.065
Due from related parties
14.893
Deferred tax asset
The fair values (100%) of controlled identifiable assets and liabilities following the additional share purchase in accordance with IFRS 3 are as follows:
60
Cash and cash equivalents
1.368
Trade payables
(6.233)
Other current liabilities
(1.935)
Due to related parties
Identifiable assets acquired and liabilities assumed Property and equipment
68.118
Other non-current assets
55.802
Cash and cash equivalents
18.241
Non-controlling interest
(19.106)
Due to related parties
(23.081)
Other current liabilities
(49.025)
Deferred tax liabilities
(8.194)
Total net identifiable assets
42.755 DOĞUŞ GROUP
250
2015 ANNUAL REPORT
(21.929)
Short term loans and borrowings
(4.796)
Long term loans and borrowings Other non-current liabilities
(2.349) (1.178)
Deferred tax liabilities
(6.851)
Total net identifiable assets
24.061
DOĞUŞ GROUP
251
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36.4 Acquisition of additional interests of Sele Restaurant Group (continued)
36.5 Acquisition of Marina Barcelona 92 S.A. (continued)
Cash consideration transferred
11.537
Cash and cash equivalents acquired
(1.368)
Net cash outflow arising on acquisition
10.169
The goodwill is mainly attributable to the deal rationale of the Group’s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering high-end fine dining services to A class customers.
36.5 Acquisition of Marina Barcelona 92 S.A.
MB92 has a strong and known brand position with offering high quality maintenance and repairment services for customers who have up to 220 meters luxury yachts in one of the biggest maintenance facility with a strong position to realize their potential provided a basis for the goodwill. (*) MB92 has a concession right for a limited number of years and therefore goodwill has been reclassified to other intangible assets as concession right.
Acquisitions in 2014 36.6 Acquisition of Itsumi
With the share transfer agreement dated 21 December 2015, the Group purchased 70 percent of shares of Marina Barcelona 92 S.A. and the Group obtained the control and 70 percent voting rights in Marna Barcelona 92 S.A.
With the share transfer agreement dated 22 January 2014, the Group purchased 50 percent of shares of Ryo-Tei Itsme Gıda Ürünleri Turizm ve Ticaret A.Ş. (“Itsumi”) and the Group obtained the control and 50 percent voting rights in Itsumi.
Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis.
Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values.
The following table summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:
Under IFRS 3, brand name, Itsumi, amounting to TL 2.658 thousand has been recognised as an intangible asset arising from the acquisition of Itsumi. The fair value of the brand name acquired is based on the Multi-period Excess Earnings Method.
Consideration transferred Cash paid
168.503
Total purchase consideration
168.503
Identifiable assets acquired and liabilities assumed Property and equipment
69.940
Intangible assets
79.185
Trade receivables
29.770
Other non-current assets
1.084
Other current assets
20.710
Cash and cash equivalents
32.608
Short term borrowings
(44.561)
Trade payables
(53.802)
Other current liabilities
(7.700)
Other non-current liabilities
(2.032)
Deferred tax liabilities
(3.220)
Total net identifiable assets
121.982
Goodwil Goodwill has been recognised as a result of the acquisition as follows: Total consideration transferred
168.503
Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquire Less: Value of net identifiable assets
36.595 (121.982)
Goodwill (*)
83.116
Cash consideration transferred
168.503
Cash and cash equivalents acquired
(32.608)
Net cash outflow arising on acquisition
135.895
DOĞUŞ GROUP
252
2015 ANNUAL REPORT
DOĞUŞ GROUP
253
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36.6 Acquisition of Itsumi (continued)
36.7 Acquisition of Villa Dubrovnik
The following table summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:
With the share transfer agreement dated 12 March 2014, the Group purchased 86,8 percent of shares of Villa Dubrovnik d.d. and on 11 April 2014 the Group obtained the control and 86,8 percent voting rights in Villa Dubrovnik. The group has purchased additional shares in Villa Dubrovnik d.d. thereby increasing its shareholding to 88,17%.
Consideration transferred Cash paid
2.230
Total purchase consideration
2.230
Identifiable assets acquired and liabilities assumed: Property and equipment
161
Intangible assets
2.658
Inventories
59
Trade receivables
41
Due from related parties
6
Other current assets
2
Cash and cash equivalents
Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values provisionally. However, in 2015 the fair value of assets, liabilities and contingent liabilities has been finalised. Under IFRS 3, brand name, Villa Dubrovnik, amounting to TL 7.332 thousand has been recognised as an intangible asset arising from the acquisition of Villa Dubrovnik. The fair value of the brand name acquired is based on the Multi-period Excess Earnings Method. The following table summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:
200
Trade payables
(139)
Loans and borrowings
(1)
Consideration transferred
80.425 80.425
Other current liabilities
(208)
Total consideration
Deferred tax liabilities
(532)
Identifiable assets acquired and liabilities assumed
2.247
Property and equipment
Total net identifiable assets
Cash paid
120.849
Intangible assets
Goodwill
7.332
Inventories
Goodwill has been recognised as a result of the acquisition as follows: 2.230
Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquire
1.123 (2.247)
Goodwill
1.822
Due from related parties
Total consideration transferred
Less: Value of net identifiable assets
369
Trade receivables
1.106
Cash consideration transferred
2.230
Cash and cash equivalents acquired
(200)
Net cash outflow arising on acquisition
2.030
The goodwill is mainly attributable to the deal rationale of the Group’s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering high-end fine dining services to A class customers. During the year 2015, the Group has sold the shares of Itsumi and derecognised related brand name and goodwill.
131
Other current assets
449
Cash and cash equivalents
2.893
Trade payables
(336)
Loans and borrowings
(32.020)
Other current liabilities
(4.282)
Due to related parties
(572)
Deferred tax liabilities
(13.855)
Total net identifiable assets
82.780
Goodwill Goodwill has been recognised as a result of the acquisition as follows: Total consideration transferred
80.425
Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquire
9.792
Less: Value of net identifiable assets
(82.780)
Goodwill
DOĞUŞ GROUP
254
7.437
Cash consideration transferred
80.425
Cash and cash equivalents acquired
(2.893)
Net cash outflow arising on acquisition
77.532
The goodwill is mainly attributable to the deal rationale of the Doğuş Tourism Group’s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering high-end fine accommodation services to A class customers. 2015 ANNUAL REPORT
DOĞUŞ GROUP
255
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36 Acquisition of subsidiaries and non-controlling interests (continued)
36.8 Acquisition of Argos in Cappadocia
36.9 Acquisition of Tenos d.o.o
With the share transfer agreement dated 26 March 2014, the Group purchased 80 percent of shares of Argos Turizm Yatırım ve Ticaret A.Ş. (“Argos in Cappadocia”) and on 13 May 2014 the Group obtained the control and 80 percent voting rights in Argos in Cappadocia. Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values. Under IFRS 3, brand name, Argos in Cappadocia, amounting to TL 3.121 thousand has been recognised as an intangible asset arising from the acquisition of Argos in Cappadocia.
With the share transfer agreement dated 12 May 2014, the Group purchased 100 percent of shares of Tenos d.o.o (“Tenos”) and on 12 May 2014 the Group obtained the control and 100 percent voting rights in Tenos. Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values provisionally. However, in 2015 the fair value of assets, liabilities and contingent liabilities has been finalised. The following table summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: Consideration transferred
The fair value of the brand name acquired is based on the Multi-period Excess Earnings Method. The following table summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:
Cash paid
67.657
Total consideration
67.657
Identifiable assets acquired and liabilities assumed
Property and equipment Consideration transferred
Other current assets
Cash paid
37.702
Cash and cash equivalents
Total consideration
37.702
Trade payables
Identifiable assets acquired and liabilities assumed
73.123 4.341 92 (109)
Due to related parties
(19.829)
Other current liabilities
(1.773)
Intangible assets
3.220
Total net identifiable assets
55.845
Inventories
1.241
Goodwill
Trade receivables
2.742
Property and equipment
82.048
Other current assets
713
Cash and cash equivalents Trade payables Loans and borrowings
4.857
Total consideration transferred
(562)
Non-controlling interest based on their proportionate interest in therecognised amounts of the assets and liabilities of the acquiree
(10.260)
Other current liabilities
(772)
Deferred tax liabilities
(13.211)
Total net identifiable assets
Goodwill has been recognised as a result of the acquisition as follows:
70.016
67.657 --
Less: Value of net identifiable assets
(55.845)
Goodwill
11.812
Cash consideration transferred
67.657
Cash and cash equivalents acquired
Bargain Purchase Gain
(92)
Net cash outflow arising on acquisition
67.565
Bargain purchase gain has been recognised as a result of the acquisition as follows: Total consideration transferred
37.702
Non-controlling interest based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquire
14.003
Less: Value of net identifiable assets
(70.016)
Bargain purchase gain
(18.311)
Cash consideration transferred
37.702
Cash and cash equivalents acquired
(4.857)
Net cash outflow arising on acquisition
32.845
The bargain purchase gain arising from the difference between consideration transferred and the recognised amounts of identifiable assets acquired and liabilities assumed at the acquisition date is recognised under other operating income in profit or loss.
DOĞUŞ GROUP
256
2015 ANNUAL REPORT
The goodwill is mainly attributable to the deal rationale of the Doğuş Tourism Group’s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering high-end fine accommodation services to A class customers in Croatia – Zadar.
36.10 Acquisition of Günaydın Group With the share transfer agreement dated 13 August 2014, the Group purchased 70 percent of shares of Günaydın İstanbul, Günaydın İdealtepe, Günaydın Et Şarküteri and Günaydın Et. Günaydın İstanbul currently owns 100 percent of shares of Arjantin Et, Ataşehir Restoran, Çukurambar Lokanta, Çankaya Grup, Kadıköy Tepe, Oran Gurme and 75 percent of shares of Tiendes. The Group obtained the control and 70 percent voting rights in Günaydın Group. Pre-acquisition carrying amounts were determined based on the applicable IFRSs immediately before the acquisition. The values of assets, liabilities and contingent liabilities recognised on acquisition are their estimated fair values and have been determined on a provisional basis. Upon the completion of the final fair valuation of the value of assets, liabilities and contingent liabilities recognized on acquisition, total net identifiable assets has been changed.
DOĞUŞ GROUP
257
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
36 Acquisition of subsidiaries and non-controlling interests (continued)
37 Interests in other entities
36.10 Acquisition of Günaydın Group (continued)
Information regarding the DOAŞ in which the Group has major non-controlling interests is as follows:
Under IFRS 3, brand name, Günaydın, amounting to TL 92.292 thousand has been recognised as an intangible asset arising from the acquisition of Günaydın. The fair value of the brand name acquired is based on the Multi-period Excess Earnings Method.
Cash paid
308.000
Purchase price paid by other shareholders
10.518
Total consideration
318.518
Identifiable assets acquired and liabilities assumed
Accumulated non-controlling interests
Dividend paid to non-controlling interests
31 December 2015
%27,00
91.170
305.847
40.500
31 December 2014
%27,89
71.701
261.714
59.400
Subsidiary
The following table summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: Consideration transferred
Non-controlling interest
Net profit attributable to non-controlling interests
Property and equipment
25.526
Intangible assets
92.319
Consolidated financial information of DOAŞ before consolidation adjustments and eliminations are as follows: Assets Cash and cash equivalents Current trade receivables
31 December 2015
31 December 2014
71.870
40.621
1.103.939
744.731
Other current assets
1.313.423
656.830
Non-current assets
1.490.671
1.385.075
3.979.903
2.827.257
Total assets
Inventories
4.154
Trade receivables
5.293
Other current assets
1.614
Due from related parties
6.739
Current trade payables
509.411
357.159
Financial investment
35.060
Other current liabilities
175.043
389.400
Cash and cash equivalents
15.007
Long-term loans and borrowings
296.208
46.603
Deferred tax asset
343
Trade payables
(4.180)
Loans and borrowings
(3.895)
Due to related parties
(29.828)
Other current liabilities
(34.753)
Deferred tax liabilities
(18.458)
Total net identifiable assets
Short-term loans and borrowings
1.619.581
782.265
16.777
15.495
Total liabilities
2.617.020
1.590.922
Total equity
1.362.883
1.236.335
Total liabilities and equity
3.979.903
2.827.257
Other non-current liabilities
94.941
Goodwill Goodwill has been recognised as a result of the acquisition as follows: Total consideration transferred
318.518
Non-controlling interest based on their proportionate interest in therecognised amounts of the assets and liabilities of the acquiree
(94.941)
Goodwill
252.059
Cash consideration transferred (*)
151.200
Cash and cash equivalents acquired
(15.007)
Net cash outflow arising on acquisition
136.193
(*) In 2015, TL 156.800 thousand of total consideration has been paid.
The goodwill is mainly attributable to the deal rationale of the Group’s ambition to penetrate a promising domestic market and acquire strong brand names which are engaged in offering high-end fine dining and after dinner entertainment services to A class customers.
258
2015 ANNUAL REPORT
10.889.161
7.692.702
Cost of sales
(9.780.598)
(6.819.714)
Operating profit
456.119
326.235
Profit before tax
365.389
296.297
Profit for the year
302.444
253.078
28.482
Less: Value of net identifiable assets
DOĞUŞ GROUP
Revenue
38 Related party disclosures For the purpose of the consolidated financial statements, the shareholders, key management personnel and the Board members, and in each case, together with their families and companies controlled by/affiliated with them; and associates, investments and joint ventures are considered and referred to as the related parties. A number of transactions are entered into with the related parties in the normal course of business. Most of the related party activity is eliminated at consolidation and the remaining activity is not material to the Group. As disclosed in detail in Note 42, the Joint Ventures and Associates of the Group have been accounted for using the equity method in the consolidated financial statements. Accordingly, the transactions of Group’s Subsidiaries with Joint Ventures and Associates and the balances from Joint Ventures and Associates are not subject to elimination.
DOĞUŞ GROUP
259
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
38 Related party disclosures (continued)
38 Related party disclosures (continued)
38.1 Related party balances
38.2 Related party transactions
As at 31 December, the Group had the following balances outstanding from its related parties:
For the years ended 31 December, the revenues earned and expenses incurred by the Group in relation to transactions with its related parties as summarised below:
2015 Joint Ventures
Other (*)
Total
50.612
778.095
828.707
Cash and cash equivalents
--
228.158
228.158
Long-term loans and borrowings
--
1.436.000
1.436.000
685
46.346
47.031
Other current assets
1.639
--
1.639
Letters of guarantees
2.039
16.500
18.539
Trade receivables - due from related parties
Trade payables - due to related parties
Joint Ventures
Other
Total
67.130
518.060
585.190
Cash and cash equivalents
182.615
--
182.615
Long-term loans and borrowings
817.763
--
817.763
Short-term loans and borrowings
106.307
--
106.307
92
9.821
9.913
--
245.647
245.647
2.465
152.600
155.065
Trade payables - due to related parties Other current liabilities Letters of guarantees
Joint Ventures
Other
Total
Revenue
9.665
39.537
49.202
Cost of sales
(556)
(2)
(558)
Administrative expenses
(698)
(297)
(995)
Selling, marketing and distribution expenses
(480)
(3.943)
(4.423)
Net finance income / (expenses)
5.450
(77.546)
(72.096)
32
24.726
24.758
(36)
(10.870)
(10.906)
Other operating income
2014
Trade receivables - due from related parties
2015
(*) Mainly includes related party balances with Associates of the Group.
As at 31 December 2015, cash and cash equivalents and loans and borrowings include balances of the Group’s Subsidiaries with Garanti Bank. TL 734.162 thousand of trade receivables (31 December 2014: TL 513.343 thousand) is composed of balances due to the factoring receivables of DOAŞ from VDF factoring. TL 14.010 thousand of trade payables (31 December 2014: TL 4.407 thousand) is composed of balances due to vehicle purchases of Yüce Oto from DOAŞ. No impairment losses have been recognised against balances outstanding as at 31 December 2015 (31 December 2014: None) and no specific allowance has been made for impairment losses on balances with the related parties.
Other operating expenses
2014
Revenue Cost of sales
Joint Ventures
Other
Total
63.121
--
63.121
(36.968)
--
(36.968)
Administrative expenses
(517)
--
(517)
Selling, marketing and distribution expenses
(159)
--
(159)
12.609
--
12.609
Net finance income / (expenses) Other operating income
5.172
--
5.172
Other operating expenses
(555)
--
(555)
For the years ended 31 December, majority of transactions of the Group with its related parties comprises electricity sales income and expenses. For the years ended 31 December, the total amount of finance income and expenses are composed of interest expense of loans and borrowings between the Group’s subsidiaries and Garanti Bank.
38.3 Transactions with key management personnel On a consolidated basis, key management costs included in administrative expenses for the year ended 31 December 2015 amounted to TL 192.090 thousand (31 December 2014: TL 165.752 thousand).
DOĞUŞ GROUP
260
2015 ANNUAL REPORT
DOĞUŞ GROUP
261
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
39 Subsequent events
42 Significant accounting policies
39.1 On January 2016, HD Yayıncılık Anonim Şirketi shares (operating as “Kralworld” logo in radio sector) was transferred to MNG TV Yayınclık Anonim Şirketi.
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.
39.2 On January 2016, foreign entertainment channel e2 has ended its TV broadcast.
(a) Basis of consolidation
39.3 In January 2016, Doğuş Holding has purchased an additional 10% shares of MK Holding A.Ş. increasing its shareholding to 70%.
The accompanying consolidated financial statements include the accounts of the parent company, Doğuş Holding, its subsidiaries, joint arrangements and associates on the basis set out in sections below. The financial statements of the entities included in the consolidation have been prepared as at the date of the consolidated financial statements.
39.4 On 11 January 2016, Doğuş Yayın Grubu has acquired 22% of Sekiz Medya Holding A.Ş. and 100 % of Sekiz Prodüksiyon ve Reklam A.Ş. (Operating as “TV 8” logo in television sector) shares. The legal permissions of RTSC and Competetion Board are completed.
(i) Business combinations
39.5 On 18 January 2016, D Marine Investments Holding B.V. has acquired 100% of Mercati S.p.a 39.6 On 12 February 2016, Nahita has purchased remaining shares of Doors Holding A.Ş and increased its shareholding to 100%. 39.7 On 16 February 2016, PIT İstanbul Otel İşletmeciliği A.Ş. has been established. The area of operation of the entity is hotel management. 39.8 On 29 February 2016, Hedef Medya Tanıtım Interaktif Medya Pazarlama A.Ş has acquired 60% of Semanticum Bilişim Sanayi ve Ticaret A.Ş. The area of operation of the entity is social media monitoring.
39.9 On 1 March 2016, D Marine Investments Holding B.V. has acquired 100% of Hotel Villa Magna, S.L.U. and 100% of Vieznada S.L.U:
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.
(ii) Non-controlling interests (“NCI”) Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date.
39.10 On 4 March 2016, D Marine Investments Holding Coöperatief U.A. changed its legal name as Dogus International Coöperatief UA.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
(iii) Subsidiaries
40 Basis of measurement The consolidated financial statements have been prepared on the historical cost basis as adjusted for the effects of inflation that lasted until 31 December 2005, except for the following material items in the consolidated statement of financial position: • • • • •
The Group accounts for business combinations using the acquisition method when control is transferred to the Group (see (a)(iii)). The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (see (i)). Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
derivative financial instruments are measured at fair value, available-for-sale financial assets are measured at fair value, non-derivative financial instruments at fair value through profit and loss are measured at fair value, investment property is measured at fair value, certain classes of property and equipment are measured at fair value.
The methods used to measure the fair values are discussed further in note 4.
41 Changes in accounting policies and reclassifications The accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2014. Certain comparative amounts have been reclassified to conform with the current period’s presentation. For the year ended 31 December 2014, goodwill impairment amounting to TL 2.532 thousand, previously recognised under other operating expenses, have been reclassified to losses from investing activities.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
(iv) Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
(v) Acquisitions from entities under common control: Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are restated. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the controlling shareholder’s consolidated financial statements. The components of equity of the acquired entities are added to the same components within the Group equity and any gain / loss arising is recognised directly in equity.
(vi) Associates (Equity-accounted investees) Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. Investments in associates are accounted for using the equity method and are initially recognised at cost. The cost of investments includes transaction costs.
DOĞUŞ GROUP
262
2015 ANNUAL REPORT
DOĞUŞ GROUP
263
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(a) Basis of consolidation (continued)
(b) Foreign currency
(i) Foreign currency transactions
(vi) Associates (Equity-accounted investees) (continued) The consolidated financial statements include the Group’s share of profit and loss and other comprehensive income of associates, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associates, the carrying amount of that interest, including any longterm interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
(vii) Joint arrangements Joint arrangements are arrangements of which the Group has joint control, established by contracts requiring unanimous consent for decisions about the activities that significantly affect the arrangements’ returns. They are classified and accounted for as follows: • Joint operation – when the Group has rights to the assets, and obligations for the liabilities, relating to an arrangement, it accounts for each of its assets, liabilities and transactions, including its share of those held or incurred jointly, in relation to the joint operation. • Joint venture – when the Group has rights only to the net assets of the arrangements, it accounts for its interest using the equity method.
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between the amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments (except on impairment in which case foreign currency differences that have been recognised in other comprehensive income are reclassified to profit or loss), a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or qualifying cash flow hedges to the extent the hedge is effective. The foreign currency exchange rates of EURO / TL and US Dollar / TL as of the related periods are as follows: 31 December 2015
31 December 2014
EURO / TL
3,1776
2,8207
US Dollar / TL
2,9086
2,3189
(ii) Foreign operations
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equityaccounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to TL at exchange rates at the reporting date. The income and expenses of foreign operations are translated to TL at average exchange rates at the dates of the transactions.
When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation is a non-wholly-owned subsidiary, then the relevant proportion of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.
(viii) Special purpose entities Special purpose entities are entities that are created to accomplish a narrow and well defined objective such as the securitisation of particular assets, or the execution of a specific borrowing or lending transaction. Special purpose entities are consolidated when the substance of the relationship between Garanti Bank and the special purpose entity indicates that the special purpose entity is controlled by Garanti Bank. Garanti DPR and RPV Company are special purpose entities established for Garanti Bank’s securitisation transactions. The Group does not have any shareholding interest in these companies.
(ix) Transactions eliminated on consolidation Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with investments in equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss. When the settlement of a monetary item receivable from or payable to a foreign operations is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented within equity in the translation reserve.
(iii) Hedge of net investment in foreign operation The Group applies hedge accounting to foreign currency differences arising between the functional currency of the foreign operation and the parent entity’s functional currency (TL), regardless of whether the net investment is held directly or through an intermediate parent. Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective, and are presented within equity in the hedging reserve. To the extent that the hedge is ineffective, such differences are recognised in profit or loss. When the hedged part of net investment is disposed of, the relevant amount in the translation reserve is transferred to profit or loss as a part of the profit or loss on disposal.
DOĞUŞ GROUP
264
2015 ANNUAL REPORT
DOĞUŞ GROUP
265
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(c) Financial instruments
(c) Financial instruments (continued)
The Group classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets.
(ii) Non-derivative financial assets- measurement (continued)
The Group classifies non-derivative financial liabilities into the other financial liabilities category.
(i) Non-derivative financial assets and financial liabilities – Recognition and derecognition The Group initially recognises loans and receivables on the date that they are originated. All other financial assets (including assets designated as at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. All financial liabilities are recognised initially on the trade date. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in such transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the previous categories of financial assets. The Group’s investments in certain debt and equity instruments are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses (see note 42(i)) and foreign currency differences on available-for-sale equity instruments (see note 42(b)(i)), are recognised in other comprehensive income and presented within equity in the fair value reserve. When an instrument is derecognised, the gain or loss accumulated in equity is reclassified to profit or loss. Accounting for interest income and expenses is discussed in note 42 (o).
Service concession arrangements The Group recognises a financial asset arising from a service concession arrangement when it has an unconditional contractual right to receive cash or another financial asset from or at the direction of the grantor for the construction or upgrade services provided. Such financial assets are measured at fair value upon initial recognition. Subsequent to initial recognition the financial assets are measured at amortised cost.
(ii) Non-derivative financial assets- measurement
If the Group is paid for the construction services partly by a financial asset and partly by an intangible asset, then each component of the consideration received or receivable is accounted for separately and is recognised initially at the fair value of the consideration received or receivable (see also note 42(e) (ii)).
Financial assets at fair value through profit or loss
Other
A financial asset is classified as at fair value through profit or loss if it is classified as held-for-trading or is designated as such on initial recognition. Directly attributable transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value and changes therein, including any interest or dividend income, are recognised in profit or loss.
Other non derivative financial instruments are measured at amortised cost using the effective interest rate method, less any impairment losses (see accounting policy 42(i)).
Held to maturity financial assets
The Group has the following non-derivative financial liabilities: loans and borrowings, trade and other payables, and due to related parties.
If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, held to maturity financial assets are measured at amortised cost using the effective interest method less and impairment losses. The Company and its subsidiaries do not have any held to maturity financial assets as at 31 December 2015 and 2014.
Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Loans and receivables comprise cash and cash equivalents, trade and other receivables, including service concession receivables, and due from related parties.
Cash and cash equivalents Cash and cash equivalents comprise cash balances, bank deposits and other liquid assets with original maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value.
DOĞUŞ GROUP
266
2015 ANNUAL REPORT
(iii) Non-derivative financial liabilities-measuremenet
Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.
(iv) Derivative financial instruments including hedge accounting The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Derivatives are initially recognised at fair value; any directly attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss.
Cash flow hedges When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.
DOĞUŞ GROUP
267
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(c) Financial instruments (continued)
(d) Property and equipment
(iv) Derivative financial instruments including hedge accounting (continued)
(i) Recognition and measurement
When the hedged item is a non-financial asset, the amount accumulated in equity is included in the carrying amount of the asset when the asset is recognised. In other cases, the amount accumulated in equity is reclassified to profit or loss in the same period that the hedged item affects profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the balance in equity is reclassified in profit or loss and other comprehensive income.
The costs of items of property and equipment purchased before 31 December 2005 are restated for the effects of inflation in TL units current at 31 December 2005 pursuant to IAS 29. Property and equipment purchased after this date are recorded at their historical costs. Accordingly, items of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any (see accounting policy 42(i)), except as explained below:
Fair value hedge A hedge of the foreign currency risk of the firm commitments are accounted for as a fair value hedge by the Group. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with the corresponding gain or loss recognised in profit or loss. The changes in the fair value of the hedging instrument are also recognised in profit or loss. When the Group enters into a firm commitment to acquire an asset or assume a liability that is a hedged item in a fair value hedge, the initial carrying amount of the asset or liability that results from the entity meeting the firm commitment is adjusted to include the cumulative change in the fair value of the firm commitment attributable to the hedged risk that was recognised in the statement of financial position. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized in in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the hedging instrument and the change in the hedged item attributable to the hedged risk are recognized in profit or loss relating to the hedged item. Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised in profit or loss from that date.
In 2001, the Group started to reflect the land and buildings at their fair values as appraised by independent third party appraisers. Any increase arising on the revaluation of such land and buildings is credited to other comprehensive income, and presented in revaluation surplus in equity, except to the extent that it reverses a impairment loss for the same asset previously recognised as an expense, in which case the increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in the carrying amount arising on the revaluation of such land and buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the revaluation surplus relating to a previous revaluation of that asset. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the following: • • • •
the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, when the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs.
Cost also includes transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
When a derivative financial instrument is not designated in a hedge relationship that qualifies for hedge accounting, all changes in its fair value are recognised immediately in profit or loss.
Any gain or loss on disposal of an item of property and equipment (calculated as the difference between the net proceeds from disposals and the carrying amount of the item) is recognised, net in profit or loss in “gains from investing activities” or “losses from investing activities”. When revalued assets are sold, the amounts included in the revaluation surplus reserve are transferred to retained earnings.
(v) Share capital
(ii) Reclassification to investment property
Ordinary shares
When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified as investment property. Property that is being constructed for future use as investment property is accounted for at fair value. Any gain arising on remeasurement is recognised in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain recognised in other comprehensive income and presented in the revaluation surplus in equity. Any loss is recognised immediately in profit or loss.
Other non-trading derivatives
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
Repurchase, disposal and reissue of share capital (Treasury shares) When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is presented in share premium.
(iii) Subsequent expenditures Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance is expensed as incurred.
(iv) Depreciation Items of property and equipment are depreciated on a straight-line basis in profit or loss over the estimated useful lives of each component. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.
DOĞUŞ GROUP
268
2015 ANNUAL REPORT
DOĞUŞ GROUP
269
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(d) Property and equipment (continued)
(e) Intangible assets and goodwill (continued)
(iv) Depreciation (continued)
(v) Content library
Items of property and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the assets are complete and ready for use.
The content library of series and movies are related to the intangible assets recognised during the acquisition of Star TV in 2011. Ownership right of these items in the content library belongs to Star TV with unlimited transmission. The fair value of the content library on the acquisition date has been determined by an independent external expert. The content library is measured at cost less accumulated amortisation and any accumulated impairment losses. Useful lives of content library are five years from the date the content library is ready to screen on TV starting.
The estimated useful lives for the current and comparative years of significant items of property and equipment are as follows: Description
Year
Buildings
20-50
Furniture and equipment
4-20
Motor vehicles
5-10
Leasehold improvements are amortised over shorter of useful lives or the periods of the respective leases, also on a straightline basis.
(vi) Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and any accumulated impairment losses, if any (see accounting policy 42(i)).
(vii) Subsequent expenditures
(e) Intangible assets and goodwill
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
(i) Goodwill
(viii) Amortisation
Goodwill that arises upon the acquisition of subsidiaries is presented in intangible assets and goodwill account. For the measurement of goodwill at initial recognition, see note 42(a)(i).
Except for goodwill, broadcasting rights and brand name recognised in business combinations, intangible assets are amortised on a straight-line basis in profit or loss over their estimated useful lives, from the date that they are available for use.
Subsequent measurement
Amortisation of service concession rights acquired by the Group is recognised in profit or loss on a straight line basis over their respective concession periods.
Depreciation methods, useful lives are reviewed at each reporting date and adjusted if appropriate.
Goodwill is measured at cost less accumulated impairment losses (see accounting policy 42(i) (ii)). In respect of associates / joint ventures, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the associates as a whole.
(ii) Service concession arrangements Concession rights acquired by the Group have finite useful lives of 37 years (“D Marin Göcek”), 35 years (“Dalmacija”), 17 years (“Borik”), 19 years (‘’Pozitif Arena’’), 27 years (“K&G Medmarinas”) and 25 years (“MB 92”) starting from 7 December 2010, 30 April 2012, 30 April 2012, 28 August 2013, 4 February 2015 and 21 December 2015 respectively, and are measured at cost less accumulated amortisation. Cost includes borrowing costs directly attributable to the acquisition of the concession rights. The Group capitalises the borrowing costs directly attributable to the acquisition, or construction of a qualifying asset as part of the cost of that asset.
(iii) Broadcasting rights
Amortisation of content library is based on the fair value of the asset which is acquired through business combination under scope of IFRS 3 “Business Combinations”. The amortisation period for all items in content library are five years period when content library is ready to screen on TV. Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. Amortisation of franchise network is based on the fair value of the asset which is acquired through business combination under scope of IFRS 3 “Business Combinations”. The amortisation period for franchise network is ten years period. Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate. Amortisation of sponsorship is based on the fair value of the asset which is acquired through business combination under scope of IFRS 3 “Business Combinations”. The amortisation period for sponsorship is ten years period. Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
(f) Investment property
Broadcasting rights represent terrestrial broadcasting licence of Kral TV and Kral FM which are the intangible assets recognised during the acquisition of commercial and economic assets of Kral TV and Kral FM in 2008 and terrestrial broadcasting licence of Star TV which are the intangible assets recognised during the acquisition of Işıl Televizyon Yayıncılık Anonim Şirketi in 2011. Terrestrial broadcast rights have indefinite useful lives. These rights are tested for impairment annually.
(iv) Brand name Brand name represents brand names of Masa, Mora, Darphane in 2015, Itsumi, Argos in Cappadocia, Villa Dubrovnik and Günaydın in 2014, Mezzaluna, Lacivert, Ulus 29, Çubuklu 29, Maki 29, Alaçatı 29, Babylon, Maçakızı and Sait acquired in 2013, Anjelique, Da Mario, Gina, Go Mongo, Kivahan, Kitchenette, Nusr-et, Tom’s Kitchen and Vogue which are related to the intangible assets recognised during the acquisitions in 2012, and Star TV which is related to the intangible asset recognised during the acquisition in 2011. Brand names have indefinite useful lives and are tested for impairment annually. DOĞUŞ GROUP
270
2015 ANNUAL REPORT
Investment property is property held either to earn rental income or for capital appreciation or for both but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at fair value with any change therein recognised in profit or loss. Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs. Investment property under construction is measured at cost when the fair value is not reliably determined.
DOĞUŞ GROUP
271
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(f) Investment property (continued)
(i) Impairment (continued)
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss. When an investment property that was previously classified as property and equipment is sold, any related amount included in the revaluation surplus is transferred to retained earnings.
(i) Non-derivative financial assets (continued)
When the use of a property changes such that it is reclassified as property and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.
(g) Inventories Inventories are measured at the lower of cost and net realisable value. Except as discussed in the following paragraphs, the cost of inventories is mainly based on the weighted average, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Cost of trading goods and trading properties are determined on “specific identification” basis by the entities operating in automotive and construction businesses. Trading properties comprise land and buildings that are held for trading purposes. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(h) Construction contracts in progress Construction contracts in progress represent the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognised to date (see note 42 (l)(i)) less progress billings and recognised losses. Cost includes all expenditures related directly to specific projects and an allocation of fixed and variable overheads incurred in the Group’s contract activities based on normal operating capacity. Construction contracts in progress is presented as part of trade receivables in the consolidated statement of financial position for all contracts in which costs incurred plus recognised profits exceed progress billings. If progress billings exceed cost incurred plus recognised profits, then the difference is presented as deferred income in the consolidated statement of financial position. The asset, “Due from customers for contract work” represents revenue recognised in excess of amounts billed. The liability, “Due to customers for contract work” represents billings in excess of revenue recognised.
(i) Impairment
(i) Non-derivative financial assets A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset, and that the loss event(s) had an impact on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the Group, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.
Available-for sale financial assets Impairment losses on available-for-sale investment securities are recognised by reclassifying the cumulative loss that has been recognised in other comprehensive income, and presented in the fair value reserve in equity, to profit or loss. The cumulative loss that is reclassified from other comprehensive income and recognised in profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in cumulative impairment losses attributable to application of the effective interest method are reflected as a component of interest income. DOĞUŞ GROUP
272
2015 ANNUAL REPORT
If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income. For an investment in unquoted equity instruments carried at cost because their fair value cannot be measured reliably, impairment losses is not reversed.
Financial assets measured at amortised cost The Group considers evidence of impairment for financial assets measured at amortised cost (Loans and receivables and held to maturity investments) at both an individual asset and a collective level. All individually significant assets are individually assessed for impairment. Those found not to be impaired are then collectively assessed for any impairment that has been incurred but not yet individually identified. Assets that are not individually significant are collectively assessed for impairment. Collective assessment is carried out by grouping together assets with similar risk characteristics An impairment loss is calculated as the difference between an asset’s carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, then the previously recognised impairment loss is reversed through profit or loss.
(ii) Non-financial assets The carrying amounts of the Group’s non-financial assets, other than investment property, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets with indefinite lives are tested annually for impairment. An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. For the non financial other assets, impairment loss is reversed when there is a change in the estimates used in the calculation of recoverable amount. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
DOĞUŞ GROUP
273
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(j) Employee benefits (continued)
(k) Provisions (continued)
(i) Reserve for employee severance indemnity
(ii) Onerous contracts
Reserve for employee severance indemnity represents the present value of the estimated future probable obligation of the Group arising from the retirement of the employees and calculated in accordance with the Turkish Labour Law. It is computed and reflected in the consolidated financial statements on an accrual basis as it is earned by serving employees.
A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract (see note 42 (i)(ii)).
IFRSs require actuarial valuation methods to be developed to estimate the entity’s obligation under defined benefit plans.
(l) Revenue and cost recognition
The principal statistical assumptions used in the calculation of the total liability in the accompanying consolidated financial statements at 31 December were as follows:
Discount rate Turnover rate to estimate the probability of retirement
2015
2014
%
%
4,30
4,14
1,0-8,00
1,0-8,00
Actuarial gains/losses are comprised of adjustment of difference between actuarial assumptions and realised and change in actuarial assumptions. According to IAS 19, the Group recognised all actuarial differences in other comprehensive income.
(ii) Defined benefit plan
(i) Construction contracts Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue is recognised in profit or loss in proportion to the stage of completion of the contract. Contract expenses are recognised as incurred unless they create an asset related to future contract activity. The stage of completion is assessed by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognised immediately in profit or loss.
(ii) Commissions
The Group is obliged to transfer certain amount of benefit on behalf of employees to Social Security Foundation (Public Institution). Except the benefit payments made by the Group, the Group does not have any other liability. These benefits are recognised directly in profit or loss in personnel expenses as they accrue.
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is the net amount of commission made by the Group.
(iii) Rental income
(iii) Vacation liability Liabilities from unused vacation days are recognised a liability when the right is qualified.
(k) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. 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 the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
Rental income from investment property is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. Rental income from other property is recognised as other operating income.
(iv) Advertisement revenue under movie sales and service revenue Movie revenue is recognised in profit or loss when the movies or advertisements are broadcasted. The revenue is recognised as the fair value of the amount received or receivable for core business activity, after deduction of discounts, returns, sales premiums and return premium given to agents.
(i) Warranties
(v) Return premium
A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.
Advertising sales made in accordance with the contract signed risturn advertising agencies depend on the volume of sales premiums covered by the advertising agency risturn premium is paid. Risturn premiums are recorded by deducting from revenue items as incurred. Revenues are recorded at fair value can be obtained or to be obtained first amount if the amount of revenue is able to be reliably measured and the economic benefits arising from the transactions. If the sales transaction is including a financing transaction, the fair value of the sales price, the amount to be obtained in the receivables is calculated by discounting the effective interest method. The interest rate used in discounting, is the interest that discounts the nominal amount of the relevant goods or services to the cash sale price ratio.
The warranties on vehicles sold by the Group are issued by the main producers where the Group acts as an intermediary between the customers and the producer. The claims of customers to the Group are recognised as warranty expense in profit or loss. The Group recognises the amount claims from the producers as warranty income and offset against warranty expense. The Group incurs the cost that is not paid by the manufacturers. Accordingly, the Group recognises the estimated liability for the difference between possible warranty claims of customers and possible warranty claims from producers based on historical service statistics.
(vi) Barter transactions Revenue from barter transactions is recognised at the fair value of the goods or services received, adjusted for any cash involved in the transaction. When goods or services are exchanged or swapped for goods or services which are of a similar nature and value, the exchange is not regarded as a transaction which generates revenue. When goods are sold or services are rendered in exchange for dissimilar goods or services, the exchange is regarded as a transaction which generates revenue.
DOĞUŞ GROUP
274
2015 ANNUAL REPORT
DOĞUŞ GROUP
275
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(l) Revenue and cost recognition (continued)
(l) Revenue and cost recognition (continued)
(vi) Barter transactions (continued)
(xi) Dividend income
Revenue is measured at the fair value of the consideration received or receivable. When the fair value of the services received cannot be measured reliably, the revenue is measured at the fair value of the services provided, adjusted by the amount of any cash or cash equivalents transferred. When the outcome of a transaction involving the rendering of services cannot be estimated reliably (e.g. the amount of revenue cannot be measured reliably), revenue should be recognised only to the extent of the expenses recognised that are recoverable. Revenue is recognised only to the extent of costs incurred that are expected to be recoverable and, as the outcome of the transactions cannot be estimated reliably, no profit is recognised.
Dividend income is recognised on the date that the Group’s right to receive payment is established. Dividend payables are recognised after the dividend distribution approval in the General Assembly.
(m) Government grants
As a consequence, due to the dissimilarity among the services and goods exchanged within barter transaction and the difference in settlement term of transaction even if they are the advertisements, these exchanges were regarded as different transactions which generates revenue by the Group.
Government grants are recognised initially as deferred income at fair value when there is reasonable assurance that they will be received and that the Group will comply with the conditions associated with the grant and are then recognised in profit or loss as other operating income on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses incurred are recognised in profit or loss as other operating income on a systematic basis in the same periods in which the expenses are recognised.
(vii) Revenue from magazine and book sales
(n) Leases
Revenue from the sales of magazine and books in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised on an accrual basis when persuasive evidence exists that goods are delivered and services are rendered, that the significant risks and rewards of ownership have been transferred to the buyer; recovery of the consideration is probable; there is no continuing management involvement with the goods; and the amount of revenue can be measured reliably. If the discount can be measured reliably and probable, the discount is recognised net of revenue.
(i) Leased assets
(viii) Revenue from sales of cars and spare parts
Assets held under other leases are classified as operating leases and are not recognised in the Group’s consolidated statement of financial position.
Revenue from the sales of cars, spare parts and services in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognised on an accrual basis when persuasive evidence exists that goods are delivered and services are rendered, that the significant risks and rewards of ownership have been transferred to the buyer; recovery of the consideration is probable; there is no continuing management involvement with the goods; and the amount of revenue can be measured reliably. Significant risks and rewards are transferred to the buyer when the goods or ownership of goods passed to the buyer. When the arrangement effectively constitutes a financing transaction, the fair value of the consideration is determined by discounting all future receipts using an imputed rate of interest. The difference between nominal value and fair value of sales amount is recognised in other operating income.
(ix) Other businesses Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of revenue as the sale is recognised.
Assets held by the Group under financial leasing contract which transfer to the Group substantially all of the risks and rewards of ownership are classified as finance leases. At initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
(ii) Lease payments Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. Lease payments within the contract of financial leasing made under finance leases are apportioned between the finance cost and the reduction of the outstanding liability. The finance cost is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
(iii) Determining whether an arrangement contains a lease At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. The following two criteria must be met for a “lease”: • •
the fulfilment of the arrangement is dependent on the use of a specific asset or assets; and the arrangement contains a right to use the asset(s).
Transfers of risks and rewards vary depending on the individual terms of the contract of sale. Revenue from services rendered is recognised in profit or loss on an accrual basis at the reporting date.
At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group’s incremental borrowing rate.
(x) Research and development costs
(o) Finance income and finance cost
Expenditure on research activities is recognised in profit or loss when incurred.
Finance income comprises interest income on funds invested, foreign currency gains (excluding those on trade receivables and payables), and gains on derivative instruments that are recognised in profit or loss. Interest income is recognised as it accrues, using the effective interest method.
DOĞUŞ GROUP
276
2015 ANNUAL REPORT
DOĞUŞ GROUP
277
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued) (r) Assets held for sale or distribution
(o) Finance income and finance cost (continued) Finance cost comprise interest expense on borrowings, foreign currency losses (excluding those on trade receivables and payables), and losses on derivative instruments that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Borrowing costs that are directly attributable to construction of investment property is in included in the cost base of related assets. Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.
(p) Income tax Income tax expense comprises current tax and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries, jointly arrangements and associates to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred taxes related to fair value measurement of available for sale assets and cash flow hedges are charged or credited to equity and subsequently recognised in profit or loss together with the deferred gains that are realised. Deferred taxes related to revaluation surplus reserve are recognised in other comprehensive income in revaluation surplus in equity on a net basis. Deferred tax asset is recognised and only limited with below mentioned conditions are met both for taxable temporary differences of Doğuş Holding and its subsidiaries: • •
Temporary differences will reverse in a foreseable future period and there would be enough taxable income in order to utilise temporary differences.
Deferred tax liability is recognised except below mentioned conditions are met both for taxable temporary differences of Doğuş Holding and its subsidiaries: • •
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale or distribution rather than through continuing use, are classified as held for sale or distribution. Immediately before classification as held for sale or distribution, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale or distribution and subsequent gains and losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss. Intangible assets and property and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of associates ceases once classified as held for sale or distribution.
(s) Indemnification assets
Initial recognition Indemnification assets are an exception to the recognition and measurement principles of IFRS 3. An acquirer recognises indemnification assets at the same time and measures them on the same basis as the indemnified item, subject to contractual limitations and adjustments for collectibility, if applicable. The Group has the right to reimburse the provision for litigation and claims brought through the acquisition of Star TV to Doğan TV Holding A.Ş. (formerly named as Alp Görsel İletişim A.Ş.), the previous shareholder of Star TV, when such legal cases end against the favor of the Group and create a possible cash outflow.
Subsequent measurement Subsequent to initial recognition, the acquirer continues to measure an indemnification asset on the same basis as the related indemnified asset or liability and the revision in measurement of the provision due to the subsequent information will be recognised through the profit or loss in contrary of the effect leading the net effect on the profit or loss be equal to zero whereas the decreasing effect on the asset and liability side on the consolidated statement of financial position will be the same. The initial and subsequent accounting for indemnification assets recognised at the acquisition date applies equally to indemnified assets and liabilities that are recognised and measured under the principles of IFRS 3 and those that are subject to exceptions to the recognition or measurement principles of IFRS 3. If the amounts recognised by an acquirer for an indemnified liability and a related indemnification asset recognised at the acquisition date do not change subsequent to the acquisition and ultimately are settled at the amounts recognised in the acquisition accounting, then there will be no net effect on profit or loss providing that those amounts are the same.
(t) Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by the CEO (“Chief Executive Officer”) and BOD members to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Owners of the Company are able to control timing of reversal of temporary differences and temporary differences would not be reversed probably in a foreseable future period.
DOĞUŞ GROUP
278
2015 ANNUAL REPORT
DOĞUŞ GROUP
279
2015 ANNUAL REPORT
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
42 Significant accounting policies (continued)
42 Significant accounting policies (continued)
(u) De-merger/ Spin off
(v) New standards and interpretations not yet adopted (continued)
Economically a de-merger represents a division of an entity into separate parts. The result of a de-merger is that the same shareholders own the same group of businesses; the shareholders structure and their ownership interests are identical both before and after the de-merger. In the absence of further guidance in IFRS, the Group has accounted the de-merger via book values.
Sale or contribution of assets between an investor and its associate or joint venture (Amendments to IFRS 10 and IAS 28)
(v) New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2015, and have not been applied in preparing these consolidated financial statements.
The amendments address the conflict between the existing guidance on consolidation and equity accounting. The amendments require the full gain to be recognised when the assets transferred meet the definition of a “business” under IFRS 3 “Business Combinations”. The amendments apply prospectively for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group
Equity method in separate financial statements (Amendments to IAS 27)
IFRS 9 Financial Instruments IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group is in the process of assessing the impact of the standard on the consolidated financial position or performance of the Group.
IFRS 15 Revenue from Contracts with customers The standard replaces existing IFRS and US GAAP guidance and introduces a new control-based revenue recognition model for contracts with customers. In the new standard, total consideration measured will be the amount to which the Group expects to be entitled, rather than fair value and new guidance have been introduced on separating goods and services in a contract and recognising revenue over time. The standard is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted under IFRS. The Group is in the process of assessing the impact of the standard on the consolidated financial position or performance of the Group.
Clarification of acceptable methods of depreciation and amortisation (Amendments to IAS 16 and IAS 38) The amendments to IAS 16 “Property, Plant and Equipment” explicitly state that revenue-based methods of depreciation cannot be used for property, plant and equipment. The amendments to IAS 38 “Intangible Assets” introduce a rebuttable presumption that the use of revenue-based amortisation methods for intangible assets is inappropriate. The amendments are effective for annual periods beginning on after 1 January 2016, and are to be applied prospectively. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group.
Accounting for acquisition of interests in joint operations (Amendments to IFRS 11) The amendments clarify whether IFRS 3 “Business Combinations” applies when an entity acquires an interest in a joint operation that meets that standard’s definition of a business. The amendments require business combination accounting to be applied to acquisitions of interests in a joint operation that constitutes a business. The amendments apply prospectively for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group is in the process of assessing the impact of the standard on the consolidated financial position or performance of the Group.
IFRS 14 Regulatory Deferral Accounts
The amendments allow the use of the equity method in separate financial statements, and apply to the accounting not only for associates and joint ventures, but also for subsidiaries. The amendments apply retrospectively for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group.
Disclosure Initiative (Amendments to IAS 1) The narrow-focus amendments to IAS 1 “Presentation of Financial Statements” clarify, rather than significantly change, existing IAS 1 requirements. In most cases the amendments respond to overly prescriptive interpretations of the wording in IAS 1. The amendments relate to the following: Materiality, order of the notes, subtotals, accounting policies and disaggregation. The amendments apply for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group.
Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28) Before the amendment, it was unclear how to account for an investment entity subsidiary that provides investment-related services. As a result of the amendment, intermediate investment entities are not permitted to be consolidated. So where an investment entity’s internal structure uses intermediates, the financial statements will provide less granular information about investment performance – i.e. less granular fair values of, and cash flows from, the investments making up the underlying investment portfolio. The amendments apply retrospectively for annual periods beginning on or after 1 January 2016. Early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group.
Improvements to IFRSs The IASB issued Annual Improvements to IFRSs - 2012–2014 Cycle. The amendments are effective as of 1 January 2016. Earlier application is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group.
Annual Improvements to IFRSs – 2012–2014 Cycle IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”
International Accounting Standards Board (“IASB”) has started a comprehensive project for Rate Regulated Activities in 2012. As part of the project, IASB published an interim standard to ease the transition to IFRS for rate regulated entities. The standard permits first time adopters of IFRS to continue using previous GAAP to account for regulatory deferral account balances. The interim standard is effective for financial reporting periods beginning on or after 1 January 2016, although early adoption is permitted. The Group does not expect that these amendments will have significant impact on the consolidated financial position or performance of the Group. DOĞUŞ GROUP
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2015 ANNUAL REPORT
The amendments clarify the requirements of IFRS 5 when an entity changes the method of disposal of an asset (or disposal group) and no longer meets the criteria to be classified as held-for-distribution.
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Appendix I
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements As at and for the Year Ended 31 December 2015 (Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)
Supplementary Information Convenicence Translation through US Dollar 31 December 2015
42 Significant accounting policies (continued)
The US Dollar (“USD”) amounts shown in the consolidated statement of financial position and consolidated statement of profit or loss and other comprehensive income on the following pages have been included solely for the convenience of the reader. For the current year’s consolidated financial statements, USD amounts are translated from TL consolidated financial statements using the official TL exchange rate of 2,9076 TL/USD prevailing on 31 December 2015. For the prior year’s consolidated financial statements, USD amounts are translated from TL consolidated financial statements using the official TL exchange rate of 2,3189 TL/USD prevailing on 31 December 2014.
(v) New standards and interpretations not yet adopted (continued)
Annual Improvements to IFRSs – 2012–2014 Cycle (continued) IFRS 7 “Financial Instruments: Disclosures” IFRS 7 is amended to clarify when servicing arrangement are in the scope of its disclosure requirements on continuing involvement in transferred financial assets in cases when they are derecognised in their entirety. IFRS 7 is also amended to clarify that the additional disclosures required by “Disclosures: Offsetting Financial Assets and Financial Liabilities” (Amendments to IFRS 7).
Such translation should not be construed as a representation that the TL amounts have been converted into USD pursuant to the requirements of IFRSs or Generally Accepted Accounting Principles in the United States of America or in any other country.
IAS 19 “Employee Benefits” IAS 19 has been amended to clarify that high-quality corporate bonds or government bonds used in determining the discount rate should be issued in the same currency in which the benefits are to be paid.
IAS 34 “Interim Financial Reporting” IAS 34 has been amended to clarify that certain disclosure, if they are not included in the notes to interim financial statements, may be disclosed “elsewhere in the interim financial report” – i.e. incorporated by cross-reference from the interim financial statements to another part of the interim financial report (e.g. management commentary or risk report). The Group does not plan to adopt these standards early and the extent of the impact has not been determined yet. .
DOĞUŞ GROUP
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DOĞUŞ GROUP
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Appendix I.1
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES As at 31 December 2015 Consolidated Statement of Financial Position (Amounts expressed in thousands of USD.)
Appendix I.1
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES As at 31 December 2015 Consolidated Statement of Financial Position (continued) (Amounts expressed in thousands of USD.)
31 December 2015
31 December 2014
31 December 2015
31 December 2014
Short term loans and borrowings
773.817
565.796
Short term portion of long term loans and borrowings
663.304
757.574
LIABILITIES
ASSETS
Current Liabilities: Current Assets: Cash and cash equivalents Other investments, including derivatives Trade receivables
824.474
726.158
29
36
886.251
760.148
Due from related parties
285.014
252.357
Due from third parties
601.237
507.791
504.524
325.686
72.002
69.250
262.127
184.450
2.549.407
2.065.728
Inventories Prepayments Other current assets Subtotal Assets held for sale Total current assets
Other financial liabilities Trade payables Due to related parties Due to third parties Current tax liabilities Provisions
Other current liabilities
Total current liabilities Non-Current Liabilities: Loans and borrowings
Due from third parties Other investments, including derivatives
--
70.668
92.650
Due to third parties
Other provisions Deferred tax liabilities
1.889.565
1.890.829
Property and equipment
2.574.554
2.636.427
837.009
905.172
Equity attributable to owners of the Company:
312.365
394.407
Prepayments
133.769
74.172
80.782
139.451
Other non-current assets
203.088
172.069
Total non-current assets
7.539.226
7.672.533
10.115.298
11.580.491
TOTAL ASSETS
--
117
8.967 38.115
Investment property
Deferred tax assets
8.967
--
28.273
1.715.017
510.765
4.113.486
117
29.426
1.695.284
524.644
3.521.718
38.224
Investments in equity accounted investees
Intangible assets
359.695 2.117.474
Employee benefits
46.746
Goodwill
161.106 2.144.703
Provisions
54.507
Intangible assets
5.285 52.705 13.503
1.842.230
--
3.683 45.115
39.202
Due to related parties
Due from related parties
4.275 365.488
13.185
3.907.958
92.650
16.175 481.503
31.930
26.665
70.668
369.763
Other provisions
Trade payables
Trade receivables
6.656
497.678
Employee benefits
2.576.072
Non-Current Assets:
--
Other non-current liabilities
8.798
9.842
132.995
202.234
231.159
202.305
3.924.213
4.565.107
6.068.916
6.682.581
Share capital
294.410
369.152
Adjustments to share capital
519.488
651.371
Capital stock held by subsidiaries (-)
(32.512)
(40.765)
Total non-current liabilities TOTAL LIABILITIES EQUITY
57.568
72.183
776.800
668.721
88.047
84.907
936.641
1.229.703
Retained earnings
1.289.186
1.521.114
(Loss) / profit for the year
(148.865)
26.193
Total equity attributable to owners of the Company
3.780.763
4.582.579
Share premium Other comprehensive income items that will never be classified to profit or loss Other comprehensive income items that are or may be classified to profit or loss Restricted reserves
Non-controlling interests 58.586
71.255
Other
207.033
244.076
Total non-controlling interests
265.619
315.331
4.046.382
4.897.910
10.115.298
11.580.491
Şahenk family
TOTAL EQUITY TOTAL LIABILITIES AND EQUITY
DOĞUŞ GROUP
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2015 ANNUAL REPORT
DOĞUŞ GROUP
285
2015 ANNUAL REPORT
Appendix I.2
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES Consolidated Statement of Profit or Loss and Other Conprehensive Income For the Year Ended 31 December 2015 (Amounts expressed in thousands of USD.)
31 December 2015
Appendix I.2
DOĞUŞ HOLDİNG ANONİM ŞİRKETİ AND ITS SUBSIDIARIES Consolidated Statement of Profit or Loss and Other Conprehensive Income For the Year Ended 31 December 2015 (continued) (Amounts expressed in thousands of USD.)
31 December 2014
PROFIT OR LOSS
31 December 2015
31 December 2014
Items that will not be reclassified to profit or loss:
271.857
137.050
Revaluation of property and equipment
161.138
132.309
(278)
1.486
(8.001)
(6.913)
118.998
10.168
OTHER COMPREHENSIVE INCOME
Revenue Cost of sales (-)
Gross profit
5.084.124
4.473.178
(4.561.631)
(3.961.981)
522.493
511.197
Remeasurements of defined benefit liability Administrative expenses (-)
(407.279)
(382.190)
Selling, marketing and distribution expenses (-)
Tax on items that will not be reclassified to profit or loss:
(158.944)
(170.458)
Other operating income
198.461
176.835
Other operating expenses (-)
(85.140)
(100.693)
77.036
408.297
Other comprehensive income from equity accounted investees, net of tax
146.627
442.988
Items that are or may be reclassified to profit or loss:
32.344
81.014
Foreign currency translation differences for foreign operations
26.601
5.107
Share of profit of equity accounted investees, net of tax
Operating profit Gains from investing activities Losses from investing activities (-)
453.081
12.218
(2.831)
(4.088)
Profit before net finance cost
596.877
451.118
Finance income
285.333
136.551
Finance cost (-)
(978.689)
(460.237)
- Deferred tax
Changes in fair value of available for sale financial assets
1.047
392
Effective portion of changes in fair value of cash flow hedges
3.426
(4.296)
(48.168)
11.133
- Current tax
9.633
(2.226)
- Deferred tax
(685)
859
40.490
70.045
OTHER COMPREHENSIVE INCOME
304.201
218.064
TOTAL COMPREHENSIVE INCOME
179.768
271.423
22.308
38.213
Net investment hedge for foreign operations
(96.479)
127.432
Current tax expense
(36.586)
(21.511)
Deferred tax income
8.632
(52.562)
(124.433)
53.359
24.432
27.166
(Loss) / profit before tax Tax income / (expense) from continuing operations
(Loss) / profit for the year Profit attributable to: Non-controlling interests Şahenk family Other Owners of the Company
8.183
11.067
16.249 (148.865)
16.099 26.193
(124.433)
53.359
(0,17)
Earnings per share (full USD)
DOĞUŞ GROUP
286
2015 ANNUAL REPORT
Tax on items that are or may be reclassified to profit or loss:
Other comprehensive income from equity accounted investees, net of tax
Tot al comprehensive income attributable to: Non-controlling interests Şahenk Family Other
Owners of the Company
0,03
DOĞUŞ GROUP
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2015 ANNUAL REPORT
8.247
12.007
14.061
26.206
157.460
233.210
179.768
271.423
