Under Construction
Transkript
Under Construction
Under Construction Annual Report 2009 Going forward... Toward the best. Prof. Dr. İhsan Doğramacı 20 Company Profile and Shareholding Structure 22 Vision, Mission and Corporate Values 24 Construction Sector in Turkey and around the World 30 Bilkent Holding in Brief 34 Tepe İnşaat in Brief 40 Financial Highlights 46 Message from the Management 50 Board of Directors and Board of Auditors 50 Senior Management 52 Milestones 64 Subsidiaries and Affiliates 69 2009 Operations Domestic Projects International Projects Investment Projects 94 TAV Havalimanları (TAV Airports) 110 TAV İnşaat (TAV Construction) 114 Future Projects and Strategic Planning 116 Human Resources 120 Occupational Safety, Environment and Quality Policy 122 In Remembrance of Prof. Dr. İhsan Doğramacı 136 Bilkent University 143 Consolidated Financial Statements and Auditors’ Report as of December 31, 2009 Please do not read this report without wearing a helmet Forum Kayseri Shopping Center Commencement Date: December 14, 2009 Contract Value: € 24,600,000 Delivery Date: November 30, 2010 Construction Area: 57,000 square meters Client: Multi Turkmall Onyediemlak Yat. İnş. Tic. A.Ş. Bilkent University 2010 Projects Commencement Date: January 7, 2010 Contract Value: TL 11,300,000 Delivery Date: December 31, 2010 Construction Area: Bilkent Campus Client: Bilkent University Rectorate Meteksan Concept Building Commencement Date: October 1, 2009 Contract Value: TL 10,000,000 Total Construction Area: 11,760 square meters Delivery Date: July 2, 2010 Client: Bilkent University Rectorate Akdeniz University II. Section Servicing Construction Project Commencement Date: August 2, 2002 Contract Value: TL 145,000,000 Total Construction Area: 109,000 square meters Delivery Date: December 31, 2013 Client: Akdeniz University Rectorate Hacettepe University Hospitals Retrofit and Large Scale Renovation Construction Commencement Date: October 9, 2009 Contract Value: TL 93,700,000 Total Construction Area: 80,000 square meters Delivery Date: December 23, 2011 Client: Hacettepe University Directorate of Strategy Development Narcity Housing Project Commencement Date: January 2006 Contract Value: US$ 300,000,000 Total Construction Area: 285,000 square meters Delivery Date: Plots C, D and E opened for residential occupancy in 2007, plots F and G opened for residential occupancy in mid-2008. Plot A will be delivered at the end of 2010; plot B will be delivered at the end of 2011. Tepe Prime Project Commencement Date: October 2008 Contract Value: TL 320,000,000 Total Construction Area: 92,800 square meters Delivery Date: October 2011 Land Owner: Turkish Cement Manufacturers’ Association Sulaimaniya University, Iraq Contract Date: January 17, 2005 Contract Value: US$ 305,300,000 Total Construction Area: 332,966 square meters Delivery Date: December 31, 2012 Client: Republic of Iraq, Ministry of Higher Education and Scientific Research İhsan Doğramacı Erbil Foundation Schools Construction, Iraq Contract Date: July 15, 2008 Contract Value: US$ 31,500,000 Total Construction Area: 36,592 square meters Delivery Date: August 31, 2011 Client: İhsan Doğramacı Erbil Foundation 20 Company Profile and Shareholding Structure Since 1969, Tepe İnşaat has been active in the construction sector, one of the most important pillars of Turkish economic development. Following 40 years in this gigantic and challenging sector, the Company has proudly assumed leadership in its field with a consistent list of achievements since day one. Responding to rapidly-evolving demands of the modern world with equally rapid solutions, Tepe İnşaat considers the “peak” merely as the point of departure for development, success and service rather than a target. That is why Tepe İnşaat has constantly strived to go “to the leading edge, toward being the best” even after 40 years at the peak of its sector. As one of the most powerful and effective architects of urban transformation, Tepe İnşaat has played an important role in the development of Turkey by undertaking numerous large-scale projects such as hospitals, airport terminals, pipelines, power plants, business and shopping centers. An important source of pride for Tepe İnşaat has been its contribution to social and economic development, based on Prof. Dr. İhsan Doğramacı’s philosophy to “be the leading edge, toward being the best.” Tepe İnşaat meets the demands of the day in its field of activity with great care and thoroughness. Striving constantly to enhance its status with the force provided by its employees’ efforts, support and know how, the Company considers it as a national responsibility to carry its experience, accumulated knowledge and vision beyond the region. Having always been at the peak of the construction sector through 40 years filled with successive achievements, Tepe İnşaat constantly strives to go “to the leading edge, toward being the best.” Tepe İnşaat Annual Report 2009 21 Introduction ˊ ˊ Company Profile and Shareholding Structure Share Share of Number of Shareholders Class Capital Shares Share % Bilkent Holding A.Ş. A 1 1 0.00000 Bilkent Holding A.Ş. B 480,839,812 480,839,812 85.86425 Tepe Emlak Yat. İnş. A.Ş. B 74,666,732 74,666,732 13.33335 Tepe Savunma ve Güv. Sis. A.Ş. B 4,072,482 4,072,482 0.72723 Tepe Mobilya Sanayi ve Tic. A.Ş. B 249,187 249,187 0.04450 Tepe Home Mob. Dek. A.Ş. B 154,552 154,552 0.02760 Meteksan Matbaacılık A.Ş. B 17,234 17,234 0.00308 As of December 31, 2009 Tepe İnşaat’s registered capital is TL 560 million. Shareholding Structure (%) 0.8% Other 13.3% Tepe Emlak Yat. İnş. A.Ş. 85.9% Bilkent Holding A.Ş. Note: As a result of the Ordinary General Assembly Meeting dated April 14, 2010, Tepe İnşaat Sanayi A.Ş. capital was raised to TL 625,000,000. 22 Vision, Mission and Corporate Values Tepe İnşaat will continue to create added value to Bilkent University and Turkey with its experience and know-how, highly qualified human resources, state-of-theart technology and a service philosophy that prioritizes customer satisfaction, as it has for the last 40 years. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Vision, Mission and Corporate Values 23 Vision To engage in manufacturing at world standards, adopting the principle of uncompromised quality at every stage and all details of each project. To conscientiously adopt all contemporary requirements in the employees’ areas of expertise utilizing their strength, support and knowledge, with the awareness that employees are a company’s most valuable asset and to further advance the Company’s market position with sustainable growth perspectives. Mission To generate resources for Bilkent University that allows it to develop and grow. Corporate Values Tepe İnşaat is: Focused on customer satisfaction Constantly monitors evolving customer expectations to achieve continuous customer satisfaction. Dedicated to ethical values and the law Strives for competitiveness, productivity and profitability and works to provide the best service and product quality in its field; it is totally dedicated to the laws and ethical values. Aware of its responsibilities Is cognizant of its national responsibility and major corporate goals to expand its experience, know-how and vision beyond the region. 24 Construction Sector in Turkey and around the World The construction sector plays a critical role in the economic structure, owing to its direct link to the production of goods and services, its intensive use of the labor force and its contribution to social and economic welfare. Tepe İnşaat Annual Report 2009 The construction sector is one of the most important areas of activity in Turkey capable of mobilizing over 200 subsectors. Introduction ˊ ˊ Construction Sector in Turkey and around the World 25 The construction sector is closely tied to overall economic growth and development. In periods of rapid economic growth and development, the construction sector also expands. The sector plays a critical role in the economic structure, owing to its direct link to the production of goods and services and its intensive use of the labor force; it also contributes to social and economic welfare. The added value and employment generated by the sector are the driving forces behind national economic development. With its ample experience and potential in national and international arenas, the Turkish construction sector is one of the most important areas of activity in Turkey and is able to mobilize over 200 subsectors. Based on large scale capital investments, the construction sector has a direct influence on hundreds of professions significantly affecting the process of employment and production. Based on large scale capital investments, the construction sector has a direct influence on hundreds of professions; it represents a significant effect on employment and production. Following a period of rapid growth between 2001 and 2007, the world economy began slipping into a deep crisis in 2008. In order to diminish the impact of this economic crisis and ameliorate troubled economic dynamics, various measures were taken and a new post-crisis period began. The economic crisis that had its start in 2008 included a financial crisis as well as a recession; it appears to be deeper and longer lasting than the crises experienced in 1975, 1982 and 1991. The financial crisis, the first component of the economic crisis, erupted in developed countries with mortgage credit repayment problems. Later, as other assets in their balance sheets decreased in value, banks lost significant parts of their capital and consequently their payment capacity. The financial crisis quickly acquired a systematic character; due to the interrelatedness of their balance sheets, all banks started to experience losses in capital and payment capacity. 26 ˊ ˊ Construction Sector in Turkey and around the World Recession, the second component of the economic crisis, signifies a dwindling of national economies’ production of goods and services in comparison with previous periods. The crisis appeared initially in some developed economies, with a slowing of growth and even a serious contraction in others. The onset of the recession in developed countries resulted in serious negative repercussions for developing economies. Starting at the onset of the economic crisis, measures were taken to minimize these effects in two stages; the first contraction and normalization in 2009 and 2010, followed by a transition to stable growth between 2011 and 2014. In the new economic period, the real-estate industry is expected to display a more limited expansion than in the growth period. The housing sector will see demand continue to assert itself independent of economic events. Between 2009 and 2014, housing demand is estimated at 3.28 million units; however, a slowdown is expected in the economic dynamics that drive growth in the commercial real-estate sector. In particular, investment decisions for shopping center projects might be delayed. In the new economic period, financing for commercial real-estate will become limited resulting in higher costs, shorter maturity periods, lower leverage rates, higher need for shareholders’ equity, risk avoidance and increasing financing via bank credits. In the new economic period, the real-estate industry is expected to limit expansion; however, housing demand will continue to assert itself independently of economic events. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Construction Sector in Turkey and around the World 27 28 ˊ ˊ Construction Sector in Turkey and around the World The growth rate of the GDP in current prices - according to fields of economic activity and in basic prices, 2008-2009, TL 1,000 Period/Field of economic activity Agriculture, hunting and forestry 1st 2nd Quarter Quarter 3rd 4th Quarter Quarter 1st 2nd 3rd 4th 2008 Quarter Quarter Quarter Quarter 2009 19.8 16.3 12.4 8.8 13.1 0.1 10.1 8.5 9.1 8.0 (14.2) 3.5 (14.8) (17.3) (13.1) 18.4 21.0 38.9 37.5 29.7 Mining and quarrying 22.9 27.4 30.8 27.8 27.8 7.9 (0.8) 5.2 10.4 5.8 Manufacturing 11.5 14.6 9.4 (1.9) 8.4 (15.8) (13.9) (6.4) 9.0 (7.2) Electricity, gas, steam and hot water generation and distribution 11.9 25.8 27.7 45.5 28.0 43.2 16.0 (0.6) (7.0) 10.5 Construction 12.9 21.6 2.3 (0.2) 8.9 (12.5) (23.4) (23.6) (11.3) (18.1) Wholesale and retail trade 16.7 22.9 14.7 (2.3) 12.8 (20.3) (20.6) (10.8) 6.1 (11.8) Hotels and restaurants 11.1 13.3 5.6 16.0 10.3 15.5 11.2 12.8 13.0 13.0 Transports, storage and communications 15.3 19.8 17.0 7.9 14.8 (5.9) (11.1) (8.4) 1.9 (5.9) Activities by financial intermediaries 21.8 17.0 15.3 27.9 20.6 43.0 40.1 38.7 18.0 34.1 House ownership 17.8 16.4 16.2 15.9 16.5 16.0 15.4 12.4 9.9 13.4 Real-estate, leasing and business activities 16.5 20.5 20.0 14.7 17.5 7.9 7.7 12.1 16.2 11.1 Public management and defense, obligatory social insurance 15.3 9.6 9.5 7.7 10.4 16.8 13.3 12.7 11.2 13.5 Education 12.2 10.6 15.6 14.6 13.2 13.2 17.3 11.9 14.2 14.1 Health and social services 14.4 12.3 11.0 10.1 12.0 3.1 5.4 7.0 7.2 5.6 Other social and personal service activities 13.2 10.1 9.6 5.3 9.4 (0.7) 1.2 4.0 7.5 3.1 Households with domestic employees 14.6 16.6 14.7 11.5 14.1 4.9 5.0 9.8 14.0 8.4 Sectors total 15.0 17.6 13.3 7.8 13.3 (0.5) (2.7) 1.0 7.4 1.3 Indirectly measured financial intermediation services 19.1 9.1 1.1 33.0 15.5 47.2 53.0 62.6 24.5 45.4 Taxes-subsidies 13.0 17.8 8.6 (2.9) 9.0 (11.9) (6.4) 0.3 15.8 (1.0) GDP (in buyer’s prices) 14.7 17.8 13.0 6.1 12.7 (2.7) (4.0) 0.1 8.0 0.4 Fishing Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Construction Sector in Turkey and around the World 29 30 Bilkent Holding in Brief With 40 years experience and over 40 companies under its umbrella, Bilkent Holding has a very wide array of activities ranging from construction to information and communication technology, from various branches within the manufacturing sector to the investment and service industries. Tepe İnşaat Annual Report 2009 Bilkent Holding’s manufacturing investments focus on furniture, kitchens, concrete panels as well as paper and cardboard manufacturing. Introduction ˊ ˊ Bilkent Holding in Brief 31 With the establishment of Dilek İnşaat in 1969, the Holding took its first steps toward success. Bilkent Holding was founded in 1987 and soon became one of Turkey’s most prestigious corporations. Today, the corporation has more than 40 companies consolidated under its umbrella. Immediately following the establishment of Dilek İnşaat, Tepe Ağaç Metal ve İnşaat Şirketi became the core for today’s Tepe Mobilya, Tepe Home and Tepe İnşaat companies. The 40 companies that were established over the next 40 years formed the rapidly growing and developing Bilkent family of companies. The broad-based activities of Bilkent Holding today encompass construction, information and communication technology, various branches within the manufacturing sector as well as investment and service industries. Bilkent Holding, growing daily in line with the goals set for itself, belongs to Bilkent University. In line with its goal of transforming Turkish youngsters into highly qualified individuals, Bilkent Holding allocates resources to the Bilkent University. Holding companies operating in the construction industry are justifiably proud of their contribution to many of the country’s assets; valuable educational facilities, healthcare complexes, hospitals, airport terminals, infrastructure facilities, pipelines, power plants, housing and prefabricated buildings. The Group’s manufacturing investments focus on furniture, kitchens, concrete panels as well as paper and cardboard manufacturing. In addition, with more than twenty factories as well as publishing and state-ofthe-art printing facilities, the Group is involved in manufacturing activities in many cities throughout the country. Bilkent Holding also plays a responsible, effective and determining role in education in Turkey, the country with the youngest population in Europe. Steering the Turkish economy with strong, large-scale, long-term investments, Bilkent Holding allocates resources to Bilkent University, which strives to transform Turkish youngsters into highly qualified individuals, by supporting their personal development. 32 ˊ ˊ Bilkent Holding in Brief Bilkent Holding Subsidiaries and Affiliates Company Bilan Bilkent Ankara Tepe Otel İşletmeciliği A.Ş. Total Capital Share Capital (TL) (TL) Share (%) 5,500,000 415,556 7.56 Bilbak A.Ş. 50,000 25,520 51.04 Bildes A.Ş. 50,000 25,520 51.04 98.81 50,000 49,406 Bilenerji A.Ş. Bilen A.Ş. 14,000,000 639,772 4.57 Bilintur A.Ş. 40,000,000 7,000,000 10.91 Bilsigorta A.Ş. 150,000 149,559 99.71 Dilek İnşaat A.Ş. 22,000,000 19,000,000 86.36 Meteksan Matbaacılık ve Tek. San. Tic. A.Ş. 62,526,000 56,415,425 90.23 Meteksan Matbaacılık ve Tek. San. Tic. A.Ş. 62,526,000 1 0.00 Meteksan Uzay Teknolojileri A.Ş. 500,000 5,000 1.00 Optisis İletişim ve Bilgi Teknolojileri A.Ş. 300,000 3,000 1.00 13,500,000 690 0.01 Sports Internatonal Bilkent Fitness ve Spor Merkezleri A.Ş. Tepe Betopan A.Ş. Tepe Emlak A.Ş. 20,000,000 502,000 2.51 160,000,000 36,855,654 23.03 20.05 Tepe Home A.Ş. 61,000,000 12,227,549 Tepe Home A.Ş. 61,000,000 1 0.00 Tepe İnşaat A.Ş. 560,000,000 480,839,812 85.86 Tepe İnşaat A.Ş. 560,000,000 1 0.00 50,000,000 2,337,964 3.27 4,500,000 1 0.00 13,000,000 2 0.00 Tepe Servis ve Yönetim A.Ş. 50,000 1 0.00 Turkofon A.Ş. 50,000 25,587 51.17 Tepe Mobilya A.Ş. Tepe Prefabrik İnş. San. Tic. A.Ş. Tepe Savunma A.Ş. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Bilkent Holding in Brief 33 34 Tepe İnşaat in Brief Tepe İnşaat takes great pride in the completion of a wide range of exceptional projects; vital urban infrastructure construction, power plants, airports -Turkey’s gateway to the world - shopping centers, modern residential projects and healthcare and educational facilities. Tepe İnşaat Annual Report 2009 Since its first Project, Tepe İnşaat defined the “peak” as the most fundamental principle that determines the limits of its service policy. Introduction ˊ ˊ Tepe İnşaat in Brief 35 One of the pioneers and innovators of the Turkish construction industry with its strong financial structure, vast experience accumulated over the years and well-respected corporate identity, Tepe İnşaat Sanayi A.Ş. plays a crucial and indispensable role in the development of Turkey and is the flagship of Bilkent Holding. Tepe İnşaat Sanayi A.Ş. commenced operations as a member of the Tepe Group established in Ankara in 1969 by the Hacettepe University Foundation. Since the reorganization of the Group in 1987, the Company has continued working under the roof of Bilkent Holding, a subsidiary of Bilkent University. The vital functions assumed by the construction industry, a pillar of development, require targeting the best construction at all times, beginning with the smallest details. Active in this critically important sector, Tepe İnşaat always pursues perfection totally aware of the social implications of its activities. Since its first project, Tepe İnşaat defined the “peak” as the most fundamental principle that determines the limits of its service policy. While responding to the modern world’s rapidly changing expectations with the most suitable solutions, the Company has always seen the “peak” as a point of departure with regard to development, success, competition and service rather than just a destination. Since its inception, Tepe İnşaat has been a company that forges ahead with its mission to transfer the value and resources it creates to the development and consolidation of Billkent University. Tepe İnşaat approaches every project it undertakes with this perspective; working with excellent cooperation and teamwork to ensure that all contributors feel that they are part of the project. The construction sector, especially contracting, cannot be defined simply as the creation of buildings. Contracting, the make-or-break point of a project, is the actualization of the loyalty and respect for the dream underlying a certain project. In all of the projects it undertakes, Tepe İnşaat acts with this sensitivity and creates a work environment in which those who labor for the project become one with the dream that underlies the project and thus achieving perfect team work. Since its inception, Tepe İnşaat has assumed the mission of transferring the value and resources that it generates to further develop and reinforce Bilkent University, Turkey’s first private university and one of the country’s leading educational facilities. This mission is the primary element differentiating the Company from others in the industry. Every successful project completed by Tepe İnşaat provided thousands of young people with educational opportunities. 36 ˊ ˊ Tepe İnşaat in Brief UKRAINE MACEDONIA ALBANIA TURKEY TUNISIA LIBYA EGYPT Tepe İnşaat Annual Report 2009 37 Introduction ˊ ˊ Tepe İnşaat in Brief RUSSIA KAZAKHSTAN GEORGIA AZERBAIJAN AFGHANISTAN IRAQ SAUDI ARABIA QATAR UNITED ARAB EMIRATES OMAN 38 ˊ ˊ Tepe İnşaat in Brief Tepe İnşaat takes great pride in having completed a wide range of exceptional projects including vital urban infrastructure construction, power plants, airports -Turkey’s gateway to the world- shopping centers, residential projects that transform the image of Turkey with their contemporary makeup and healthcare and educational facilities. While activating such important dynamics in Turkish social and economic life, Tepe İnşaat is also dedicated to its mission of channeling resources into education. Today Tepe İnşaat enjoys a strong market position with diverse operations ranging from architectural projects to construction, landscaping and interior design. The factors underlying this position are the Company’s deeply rooted experience, both domestically and internationally, highlyqualified and skilled staff composed of the sector’s best employees, state-of-the-art technology, an emphasis on high quality and fast, flexible service focused on customer satisfaction. Today Tepe İnşaat enjoys a strong market position with diverse operations ranging from architectural projects to construction, landscaping and interior design. Considering it a national obligation and responsibility to expand its experience, know-how and vision beyond the borders of Turkey, Tepe İnşaat has become an important brand in the international arena as well. Following the completion of a wide range of construction projects amounting to more than US$ 4.4 billion over the past forty years, Tepe İnşaat also successfully undertakes investment projects that combine land acquisition, financing, project drafting, construction and marketing activities in a well-integrated system. As it has, over the past four decades, Tepe İnşaat shall continue to utilize its know-how and experience, highly-qualified human resources and advanced state-of-the-art technology to provide added value to the Bilkent University and consequently Turkey, based on its service philosophy prioritizing customer satisfaction. Serving various segments of the industry utilizing its superior expertise and vast experience, Tepe İnşaat has a service policy that strives to continuously improve life and expand its own institutional know-how with each completed project. Tepe İnşaat aims for the highest level of customer satisfaction, considering every person and company that it serves as an indispensable part of the value chain it creates. The Company forges ahead to its future goals with confidence. Considering it as a national obligation and responsibility to expand its experience, knowhow and vision beyond the borders of Turkey, Tepe İnşaat has become an important brand in the international arena as well. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Tepe İnşaat in Brief 39 40 Financial Highlights Balance Sheet Figures (TL thousands) A- Current Assets B- Fixed Assets Total Assets 2008 % 2009 % 480,135 34.98 536,543 38.18 65.02 868,858 61.82 100.00 1,405,400 100.00 892,562 1,372,698 A- Short-term Liabilities 212,236 15.46 214,831 15.29 B- Long-term Liabilities 417,978 30.45 452,179 32.17 54.09 738,391 52.53 100.00 1,405,400 100.00 C- Shareholders’ Equity Total Liabilities 742,484 1,372,698 Income Statement Figures (TL thousands) Gross Sales Sales Discounts (-) 2008 2009 551,188 145,091 (413) (25) Net Sales 550,774 145,065 Cost of Sales 431,701 113,115 Gross Profit (Loss) from Sales 119,073 31,951 Operating Expenses Operating Profit (Loss) Ordinary Revenue and Income from Other Operations Ordinary Expense and Loss from Other Operations Financial Expense Ordinary Profit (Loss) (5,612) (4,301) 113,461 27,650 111,509 65,909 (115,184) (57,204) (18,413) (64,893) 91,373 (28,539) Extraordinary Revenue and Income 17,702 15,229 Extraordinary Expenses and Losses (124,899) (34,948) (15,824) (48,258) Profit (Loss) for the Period Tepe İnşaat Annual Report 2009 41 Introduction ˊ ˊ Financial Highlights Total Assets (TL thousands) 1,405,400 1,372,698 2009 2008 Shareholders’ Equity (TL thousands) 738,391 742,484 2009 2008 Net Sales (TL thousands) 2009 145,065 550,774 2008 Operating Profit (Loss) (TL thousands) 2009 27,650 113,461 2008 Extraordinary Revenue and Income (TL thousands) 2009 2008 15,229 17,702 42 ˊ ˊ Financial Highlights Financial Ratios 2008 2009 Liquidity Ratios Current Ratio 2.26 2.50 Acid-Test Ratio 2.09 2.44 Cash Ratio 0.19 0.41 Operational Ratios Receivables Turnover Rate Receivables Collection Period Current Assets Turnover Rate Net Working Capital (TL) 6.48 1.27 56.29 287.79 1.15 0.27 267,899,265 321,712,086 Net Working Capital Turnover Rate 2.06 0.45 Tangible Assets Turnover Rate 7.47 2.03 Total Assets Turnover Rate 0.40 0.10 Shareholders’ Equity Turnover Rate 0.74 0.20 Financial Leverage Ratios Financial Leverage Ratio 0.46 0.47 Financing Ratio 1.18 1.11 Ratio of Shareholders’ Equity to Total Assets 0.54 0.53 Ratio of Short-term Debts to Total Liabilities 0.15 0.15 Ratio of Short-term Debts to Total Debts 0.34 0.32 Ratio of Long-term Debts to Total Liabilities 0.30 0.32 Ratio Analysis in Accordance with the Public Procurement Law Current Ratio 3.64 3.69 Ratio of Shareholders’ Equity to Total Assets 0.69 0.72 0 0 Ratio of Short-term Financial Liabilities to Total Shareholders’ Equity Tepe İnşaat Annual Report 2009 43 Introduction ˊ ˊ Financial Highlights Current Ratio 2.50 2.26 2009 2008 Acid-Test Ratio 2.44 2009 2.09 2008 Cash Ratio 0.41 2009 0.19 2008 Financing Ratio 1.11 1.18 2009 2008 Total Assets Turnover Rate 2009 2008 0.10 0.40 46 Message from the Management Despite economic contraction and the continuing negative outlook, Tepe İnşaat maintained its successful graphic in 2009, especially for investment projects, thanks to a stable growth policy. Tepe İnşaat Annual Report 2009 In the Tepe Prime Business Residence - Avenue Project put up for sale in June 2009, sales performance attained 80% in those phases offered for sale in December. Introduction ˊ ˊ Message from the Management 47 Contraction of the world economy, which began with the sub-prime mortgage crisis in the American real estate industry from mid-2007 onwards, resulted in a global decrease in liquidity during 2008 and 2009 and a shrinking of the real sector. In addition, the drop in consumer expenditure and consumers’ propensity to spend continued well into 2009. The 2008 economic crisis, felt throughout the world, was clearly different from other national or global crises, judging by the contraction and narrowing observed in almost all industries. The industrial and financial giants of Europe, America and Southern Asia experienced severe bottlenecks due to the crisis; many of them survived thanks to government subsidies and credits. As these tough conditions continue to prevail across many countries, industries and companies, a possible relief is expected for as late as 2010. Even 2010 is expected to be stagnant according to many international projections, a fact which worries many governments and companies. An analysis of the 2008 economic crisis suggests the drop in oil prices, low interest rates due to sustained loose monetary policies and the surge in risk appetite stemming from financial engineering schemes were the main culprits. In this process, another important factor leading to global imbalances was the coexistence of excessive consumption in one corner of the world (the US and European countries) with excessive saving in another (Asian countries). 48 ˊ ˊ Message from the Management In the preceding period, global imbalances have lead to a significant contraction in international construction markets; numerous international and public investors have either stopped ongoing projects or suspended new ones. Under such circumstances Turkish contractors have had a hard time finding alternative target countries due to the worldwide scale of the crisis. It has been very difficult for them to translate their human resources, equipment and financial power into jobs and cash, even with radically revised strategies. Consequently, countries with relatively more favorable conditions have been chosen by contractors. Nevertheless, in such countries, the profit margin of various projects has significantly dropped in the past two years. As of today, it is impossible to find projects with favorable profit margins and ready financing except in a few countries; even in such countries Turkish contractors have to face security issues and political risk. Despite economic contraction and continuing negative outlook, Tepe İnşaat maintained its successful graphic in 2009, especially with regard to investment projects, thanks to a stable growth policy. In the Tepe Prime Business - Residence - Avenue Project put up for sale in June 2009, sales performance attained 80% in those phases which were offered for sale in December. In addition, 1,159 out of the 1,306 houses in the Narcity Housing Project - whose construction started in 2005 - were sold and a large portion of the property deeds were transferred. The Company also continued with the construction of hospitals, shopping centers and educational facilities, under its responsibility. Tepe İnşaat continues its regional activities, such as the construction of the 300,000 square meters Sulaimaniya University campus, as well as the construction of the building annex for the American Embassy in Afghanistan, carried out as part of a joint venture. With prestigious projects in the past, the Company succeeded in becoming a recognized and respected brand in the housing sector and has plans for new investments in 2010. In addition to domestic activities, Tepe İnşaat has ongoing operations in the Middle East, Northern Iraq and North Africa, in line with its strategic plans. 1,159 out of the 1,306 houses in the Narcity Housing Project, whose construction started in 2005, have been sold and a large portion of the property deeds have been transferred. Tepe İnşaat Annual Report 2009 The Company has plans for new investments for the year 2010; in addition to domestic activities, Tepe İnşaat continues operations in the Middle East, Northern Iraq and North Africa, in line with its strategic plans. 49 Introduction ˊ ˊ Message from the Management It is expected that the sector will recover in 2010 and attain rigorous growth during 2011 and 2012. The annual average growth for the sector until 2012 is estimated to be approximately 5-6%. Since interest rates on housing loans fell below 1% and longer maturity periods have a positive effect on house buying decisions, various firms in the industry have predicted growth estimates of around 10%. It is possible for Turkey to boost its production and efficiency and therefore its wealth during the global crisis, thanks to its young population. In order for this to happen, Tepe İnşaat believes that the country should realize that consumption without production is now over and that new opportunities can be created with correct risk management, good governance, proper development of the human resources and by keeping abreast of technological advances. The mission of the construction sector within such a scheme will be better understood as the country turns from consumption to saving and investment, in accordance with a target of balanced growth. As the world economy starts to pull out of the recession of 2009, Tepe İnşaat has established the goal of providing resources to Bilkent University and thus to the Turkish educational system in general, with the support of its employees -without doubt the most precious asset of the Company. Ali Haydar Kurtdarcan Chairman Abdullah Bahadır Güngenci Executive Director Süleyman Son General Manager 50 Board of Directors and Board of Auditors* Board of Directors Ali Haydar Kurtdarcan Chairman Abdullah Bahadır Güngenci Executive Director Hanifi Arabacı Member Vahit Uğurlu Member Önder Sezgi Member Board of Auditors Alaaddin Tabur Murat Aşkar * Members of the Board of Directors and Board of Auditors of Tepe İnşaat Sanayi A.Ş., as determined at the Ordinary General Assembly dated April 14, 2010. Senior Management Abdullah Bahadır Güngenci Executive Director of the Board of Directors Abdullah Bahadır Güngenci was born in Ankara in 1951 and graduated from the Department of Civil Engineering at Middle East Technical University in 1976. He worked in the Iraq-Turkey Crude Oil Pipeline Project from 1976-1977 and later was part of the construction of the Petkim Aliağa Facilities Water Treatment and Demineralization Units. From 1980 until 1986, he worked in Bahrain’s AISCO Iron Enrichment Plant Project, in marine dredging and in the construction of the pier and the plant. His career continued at Günkay İnşaat in Turkey until he joined Tepe İnşaat Sanayi A.Ş. in 1994 as Group Coordinator for Hospital Projects. In the following years, he served as Assistant General Manager in charge of Domestic Projects and later of Infrastructure Projects. He was appointed Executive Director of the Board of Directors on April 14, 2010. Süleyman Son General Manager Born in Ödemiş in 1949, Süleyman Son graduated from the Department of Mechanical Engineering at Middle East Technical University. His professional career began in 1971 at the Turkish Electricity Authority (TEK); he later served as Assistant Project Manager at GAMA Endüstrisi A.Ş. and Bahattin Gören and Kiska Kom Company. Son also worked as Assistant General Manager at Akpınar Yapı Sanayi A.Ş. and at Petkontur İnşaat, where he was a partner. In 2003, Süleyman Son joined Tepe İnşaat Sanayi A.Ş. as an Assistant Business Development Manager after working at Sibtek İnşaat, Sutek İnşaat and Baner İnşaat. He was appointed General Manager of Tepe İnşaat Sanayi A.Ş. in 2006. Son currently serves as Board member at Batı Karadeniz Elektrik Dağıtım A.Ş., TAV Yatırım Holding A.Ş., TAV Tepe Akfen Yatırım İnşaat ve İşletme A.Ş., TAV Havacılık A.Ş., TAV Esenboğa Yatırım Yapım ve İşletme A.Ş., Dilek İnşaat ve Ticaret A.Ş. ve Antepe Sağlık, and Turizm Hizmetleri Tic. Danışmanlık A.Ş. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Senior Management 51 Hasan Fehmi Çataltepe Director of Investment Projects Born in Ankara in 1954, Hasan Fehmi Çataltepe graduated from the Faculty of Architecture at the Ankara State Academy for Engineering and Architecture in 1979. He began his professional career as a draftsman and then as a building contractor. After working as an architect at Kutlutaş A.Ş., Çataltepe joined Tepe İnşaat Sanayi A.Ş. as a Project Coordinator in 1983. He served as Domestic Projects Coordinator between 2001 and 2002 and as Assistant General Manager for Domestic Projects from 2002 until the end of 2009 when he was appointed Director of Investment Projects. He is also a Board member at Riva İnşaat Tur. Tic. İşl. Paz. A.Ş. Mustafa Kalender Assistant General Manager, Finance Born in Mengen, Bolu in 1964, Mustafa Kalender graduated from the Department of Business Administration at Anadolu University in 1987. He began his professional career with Tekgüç İnşaat and joined Tepe İnşaat in 1988 as Finance Supervisor; he later was appointed Head of Finance and Finance Manager and is currently Assistant General Manager in charge of Finance. He also served as a Board member from 2005 until 2010 and is currently on the Board of TAV Esenboğa Yatırım Yapım ve İşletme A.Ş., TAV İzmir Terminal İşletmeciliği A.Ş., TAV İşletme Hizmetleri A.Ş., TAV Gazipaşa Yatırım, Yapım ve İşletme A.Ş., TAV Özel Güvenlik Hizmetleri A.Ş., TAV Bilişim Hizmetleri A.Ş., Dilek İnşaat ve Tic. A.Ş., Antepe Sağlık ve Turizm Hizmetleri Tic. Danışmanlık A.Ş. and Riva İnş. Tur. Tic. İşl. Paz. A.Ş. Hürriyet Biricik Assistant General Manager, Business Development and Proposals Born in Istanbul in 1959, Hürriyet Biricik graduated from the Department of Civil Engineering at Middle East Technical University in 1982. Prior to joining the Tepe İnşaat family in 1994, he worked at Ere Mühendislik, Günal İnşaat and Çimtur. After successfully carrying out his responsibilities as Construction Supervisor, Project Manager, Proposals Manager, Business Development and Proposals Coordinator, Biricik was appointed Assistant General Manager in charge of Proposals and Business Development in 2007. Orhan Koral Assistant General Manager, Budget and Planning Born in Beyşehir in 1959, Orhan Koral graduated from the Faculty of Civil Engineering at Istanbul Technical University; he later received his MBA from Istanbul University. Koral began his professional career in 1984 at Kent Mühendislik as an Assistant Construction Supervisor. He joined Tepe Yapı Sanayi A.Ş. in 1985 where he worked in various capacities, including Civil Engineer, Final Accounts Manager, Project Monitoring Group Manager and Assistant General Manager until 2001. Orhan Koral was appointed Assistant General Manager in charge of Budget and Planning in 2006 and currently serves as a Board member at Dilek İnşaat ve Ticaret A.Ş. and Bilenerji Bilkent Enerji Üretim Sanayi ve Tic. A.Ş., and Executive Director of Board of Directors at Sports International Bilkent Fitness and Spor Merkezi A.Ş. Ali Karaca Assistant General Manager, Domestic Projects Born in 1964 in Kahramanmaraş, Ali Karaca graduated from the Isparta Faculty of Engineering at Akdeniz University in 1988. Until 1992, he worked in Kür İnşaat Sanayi A.Ş. and Nazmi Kürüm İnşaat A.Ş. and then joined Tepe İnşaat Sanayi A.Ş. From 1992 to 2004 he was Field Engineer, Construction Supervisor and Project Manager. From 2004 to 2009 he served as Domestic Projects Coordinator and was appointed Assistant General Manager for Domestic Projects at the end of 2009. 52 Milestones One of the pioneers and innovators of the Turkish construction industry with its vast experience accumulated over the years, strong financial structure and well-respected corporate identity, Tepe İnşaat Sanayi A.Ş. is the flagship of Bilkent Holding. Tepe İnşaat Annual Report 2009 53 Introduction ˊ ˊ Milestones A Summary of 40 Years in Figures... Having completed 11 million square meters of construction in 40 years, Tepe İnşaat currently has one million square meters of ongoing construction behind its “Under Construction” signs. Infrastructure facilities, power plants, airports, shopping centers, Completed Projects Ongoing Projects Construction Area (m2) Construction Area (m2) Airports 3,651,296 Commercial and Industrial Buildings 1,735,628 140,000 Houses 2,109,691 499,822 Shopping Centers 1,094,730 Hospitals 697,091 45,000 Infrastructure Projects - Prefabricated Buildings 696,244 Education Buildings 248,249 363,000 Military Projects 608,047 Total 10,840,976 1,047,822 Grand Total 11,888,798 m2 modern housing projects, health and educational facilities are just some of the Completed Projects (US$) projects that Tepe 1. Housing İnşaat has taken pride 2. Hospital 371,663,757 in constructing for the 3. Terminal 1,425,336,863 past 40 years. 4. Commercial Buildings / Office Buildings 462,950,740 5. Shopping Center 343,912,414 6. Education Building 130,735,298 7. Touristic Building 8. Renovation 9. Sports Facilities 10. Prefabricated Housing / Shelter 11. Container 12. Infrastructure 13. Industrial 14. Transport Total Sum of Completed Projects 728,506,074 47,726,174 120,024,274 24,188,812 179,367,946 9,375,661 411,232,365 89,036,060 79,003,335 4,423,059,772 54 ˊ ˊ Milestones 1980s 1982 Bilkent Campus University lies within the boundaries of Bilkent, a city created over the course of fifteen years on the plains of Ankara. Turkey’s first foundation-owned, private university, Bilkent University was founded in October 1984 by the İhsan Doğramacı Foundation. It began its academic activity in 1986 with 386 students. The University today has nine faculties, two undergraduate colleges, three vocational schools and six institutes that provide education to 12,000 students. Bilkent graduates are among Turkey’s most select human resource. Located on 612 hectares, Bilkent is a “city of science” and its campus, dormitories, business and shopping centers, sports complex, concert halls, hotel and movie theaters, dam, power plant, wooded areas, symphony orchestra and excellent infrastructure are able to cater to every need. Turkey’s first foundation-owned, private university, Bilkent University was founded in October 1984 by the İhsan Doğramacı Foundation. Bilkent graduates are among Turkey’s most select human resource. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Milestones 55 56 ˊ ˊ Milestones 1990s 1999 Atatürk Airport (Build-Operate-Transfer) The İstanbul Atatürk Airport International Terminal was built by a joint venture between the Tepe and Akfen Groups (TAV), the winner of the Build-Operate-Transfer tender. A company specialized in airport construction, operation and financing, TAV today is a leader in Turkey and on its way to becoming a dominant player in the Middle East, North Africa and the Caucasus. The Atatürk Airport New International Terminal Project was completed at a cost of US$ 397 million and commenced operations on December 22, 1999. With an additional facility launched in 2004, the annual capacity of the terminal increased from 14 million to 20 million passengers. In July 2005, TAV also assumed operations at Atatürk Airport Domestic Terminal. Covering an area of 62,500 square meters, the Domestic Terminal has been modernized to accommodate an average of 7.5 million passengers a year. The İstanbul Atatürk Airport International Terminal was built by a joint venture between the Tepe and Akfen Groups (TAV), the winner of the Build-OperateTransfer tender. The Domestic Terminal has also been modernized to accommodate an average of 7.5 million passengers a year. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Milestones 57 58 ˊ ˊ Milestones 2000s 2000 Turkish Armed Forces Rehabilitation Center Built on a total area of 102,500 square meters and with a 400-bed capacity, this facility was established to provide rehabilitation and relaxation to army veterans. Built at a cost of US$ 132 million, the actualization of this facility was the outcome of an architectural contest. İş Bankası Headquarters Complex Turkey’s first smart building, the complex is one of the most majestic high-rises in Istanbul, located in the heart of industry, commerce and culture. Built at a cost of US$ 190 million, the complex has been equipped with the 21st century’s latest technology and is an important example of smart buildings, not only in Turkey but in Europe and the Middle East as well. With two towers - 52 and 36 stories respectively - İş Bankası Headquarters Complex is the highest skyscraper between Dubai and Frankfurt. 2001 Kemer Rose Residence Built on 35,000 square meters among the unique rose gardens in Kemerburgaz, this housing complex consists of 70 villas. Offering a peaceful lifestyle in the midst of a natural setting, Kemer Rose Residence is also equipped with sports facilities that offer a wide range of activities. 2002 Beykoz Mansions Built on an area of 100 hectares in the Saip Molla Pasha Woods in Beykoz, Istanbul, Beykoz Villas are one of Tepe İnşaat’s most prestigious projects and offers 401 mansions in perfect harmony with their natural surrounding. The whole atmosphere reflects the beautiful attributes of a truly unique life style. The historical Hunting Lodge, renovated true to its original form, serves residents with a library, billiards, game and event lounges, a spacious garden designed for large receptions and a kitchen. With a project cost of US$ 90 million, Beykoz Villas are an attractive destination for an exclusive lifestyle in Istanbul. Tepe Nautilus Shopping Center Nautilus, or lighthouse, was inspired by the seaside around Kadıköy, on the Anatolian side of Istanbul, one of the world’s most beautiful coastal cities. With a market value of € 150 million, Nautilus is the largest shopping center on Istanbul’s Anatolian side. With its bright design, Nautilus offers visitors a comfortable shopping environment. Built at a cost of US$ 190 million, the İş Bankası Headquarters Complex has been equipped with the 21st century’s latest technology. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Milestones 59 60 ˊ ˊ Milestones 2004 The Eczacıbaşı Kanyon Project The Eczacıbaşı Kanyon Project is a stunningly modern open-air shopping center built by Tepe İnşaat in Istanbul. Kanyon hosts 160 shops, a gourmet supermarket, a street market, movie theaters, restaurants, cafeterias, bars, a sports and health center, indoor and outdoor swimming pools and open-air performance venues, residences and office buildings and shopping and amusement centers. Kanyon was built via a partnership between Eczacıbaşı and İş Real Estate on an area of 250,000 square meters in compliance with national and international earthquake regulations. The cost of the project was US$ 41 million. 2005 Baku-Tbilisi-Ceyhan Crude Oil Pipeline Tepe İnşaat took part in the building of the pipeline’s 277-kilometer Posof-Erzurum section and the pump stations project along the pipeline. • İmranlı-Kayseri Natural Gas Pipeline • Kütahya-Bilecik-Uşak Natural Gas Pipeline 2006 Narcity Housing Project Built on approximately 147,000 square meters in Maltepe, Istanbul, the Narcity complex is landscaped primarily with pomegranate trees, reflecting the Turkish name for pomegranate (nar). This complex consists of 1,283 apartments built in compliance with the latest earthquake regulations and state-of-the-art soundproofing, heat and water insulation systems. With its high-quality materials and workmanship, as well as its extensive social facilities and secure systems, Narcity Istanbul is one of Istanbul’s favorite residential destinations. The US$ 200 million project was launched in January 2006. 360 units in plot C were delivered to the owners and plots D and E are open for residential occupancy. Esenboğa Airport Ankara finally has an airport that is truly worthy of its location in Turkey’s capital city. Esenboğa Airport was built at a cost of € 188 million and has an annual passenger capacity of 10 million. It is the only airport in Turkey to combine both domestic and international terminals under one roof. Completed one year ahead of schedule, it has became the modern face of Turkey’s capital. Kanyon was built via a partnership between Eczacıbaşı and İş Real Estate on an area of 250,000 square meters in compliance with national and international earthquake regulations. The cost of the project was US$ 41 million. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Milestones 61 62 ˊ ˊ Milestones 2007 Bilkent Garden Homes At an investment value of US$ 52 million, this project consists of 124 twin-villas built on a 123,000 square meters. Set amid superb natural beauty, twin villas, 500 square meters each, are equipped with state-of-the-art technology. With two playgrounds for children, an observation deck, jogging tracks, swimming pool, game room, fitness center with sauna, cafeteria, tennis, basketball and volleyball courts, Bilkent Garden Homes have been designed to cater to its residents’ every social need. Offering an urban location while at the same time far from the hustle and bustle of the city and combining the beauty of nature with the amenities of the contemporary life, Bilkent Garden Homes has been met with great interest. The project was launched at the end of 2005 and completed at the end of 2007. All units were sold before the construction was actually completed. 2008 Hacettepe University Hospitals Morphology Building and Seventh & Eighth Building Retrofits Completed in December 2008 at a cost of TL 71 million, this project has a total construction area of 28,500 square meters. As part of this project, among the most important undertakings by Tepe İnşaat for Hacettepe University, Seventh & Eighth Buildings and the Morphology Buildings were reinforced against earthquakes. The modifications in the Internal Medicine, Urology, Neurology, General Surgery, Brain Surgery and Gastrology departments, located in the Seventh Building, were completed. In addition, Biochemistry, Microbiology, emergency laboratories, Endocrinology, Geriatrics, Nephrology, Infection, Rheumatology, Hematology, Gastrology, Coronary Intensive Care departments and inpatient floor retrofits were also undertaken. The project was completed and delivered as of December 2008. 2009 Tepe Prime Project The project is comprised of Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue and has an indoor area of 92,800 square meters. Its objective is to provide utter comfort to its dwellers and guests; it is predicted to be finished by 2011. Tepe Prime Project comprises Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue, has an indoor area of 92,800 square meters and aims to provide utter comfort to its dwellers and guests. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Milestones 63 64 Subsidiaries and Affiliates Company Total Capital Tepe Emlak Yatırım İnş. ve Tic. A.Ş. TAV Havalimanları Holding A.Ş. TAV Yatırım Holding A.Ş. Tepe Mobilya San. A.Ş. Tepe Home Mobilya ve Dek. Ürn. A.Ş. Ati Servicess Sa Tepe Betopan A.Ş. Sports International A.Ş. Tepe Savunma ve Güv. Sist. A.Ş. Bilintur A.Ş. Meteksan Matbacılık A.Ş. Bil Enerji A.Ş. Tepe Prefabrik İnşaat Sanayi ve Ticaret A.Ş. Antepe Sağlık ve Turz. Hizm. Tic. Danş. A.Ş. Dilek İnşaat A.Ş. Bilan Bilkent Ankara Tepe Otel İşletmeciliği A.Ş. C.B. Spolka Zograniczona Odpowiedzia Ankara Teknoloji A.Ş. Tepe Servis ve Yönetim A.Ş. Artı Döviz A.Ş. Meteksan Savunma A.Ş. Batı Karadeniz Elektrik Dağıtım A.Ş. Park Villa İnşaat ve Turizm A.Ş. Tepe İnşaat ve Ticaret (Kıbrıs) Limited Hyper Foreign Trade Holland N.V. Tepe Grubu United Kingdom Tepe Ukrayna Ltd. Tepe Stroi Yenikentler Yatırım A.Ş. Meteksan Uzay Teknoloji A.Ş. Optisis İletişim ve Bilgi Teknolojileri A.Ş. Knauf İnşaat ve Yapı Elm. A.Ş. Bilsigorta A.Ş. Bildes Bilkent Destek A.Ş. Bilbak Bilkent Bak. A.Ş. Esenboğa Ankara Döviz Ticareti A.Ş. Dafne Ege Döviz Ticareti A.Ş. PFT Sıva Sistemleri A.Ş. Riva İnşaat Turizm A.Ş. TAV Esenboğa Yatırım Yapım ve İşletme A.Ş. TAV Tepe Akfen Yatırım İnşaat ve İşletme A.Ş. Bilkent Enerji Yat. A.Ş. Türkofon Müzik Aletleri A.Ş. Share Participation Capital (TL) 160,000,000 363,281,250 100,500,000 50,000,000 61,000,000 36,074,062 20,000,000 16,000,000 17,000,000 40,000,000 62,526,000 30,000,000 6,000,000 3,000,000 22,000,000 5,500,000 7,843,277 9,600,000 2,000,000 1,500,000 10,000,000 1,400,000 500,000 145,000 137,019 597,300 61,185 61,185 170,000 500,000 300,000 8,017,000 150,000 50,000 50,000 500,000 500,000 150,000 65,000 241,650,000 135,000,000 50,000 50,000 Ratio (TL) 114,324,138 94,890,027 46,732,500 41,981,343 33,571,300 16,492,950 13,200,000 11,888,158 8,329,963 8,000,000 5,864,454 4,530,042 4,213,329 2,975,500 2,968,610 2,694,723 2,221,970 1,106,032 1,039,919 735,000 607,310 294,000 250,000 144,565 73,394 61,918 61,185 61,185 5,000 5,000 3,000 1,048 200 70 70 25 25 13 10 10 1 1 1 (%) 71 26 47 84 55 46 66 74 49 20 9 15 70 99 13 49 28 12 52 49 6 21 50 100 54 10 100 100 3 1 1 0 0 0 0 0 0 0 0 0 0 0 0 Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Subsidiaries and Affiliates 65 Tepe Emlak Yat. İnş. ve Tic. A.Ş. The Company began operating as a part of Tepe İnşaat in 1996 and has been an independent firm since 1998. Tepe Emlak is engaged in the development of hypermarkets, construction markets, large stores, shops, multi-lounge movie theatres, offices and shopping centers containing amusement centers and fast food sections in various cities including Ankara, Istanbul, Gaziantep, Adana and Konya. The Company also manages Ankara Bilkent Center and Istanbul Nautilus Shopping centers. Tepe Home Mobilya ve Dekorasyon Ürünleri Tic. A.Ş. Founded in 1997, Tepe Home is the first and largest furniture, home accessories, appliances and electronics retail chain in Turkey. Of the 20,000 furniture items offered for sale at Tepe Home, 75% are produced by Tepe Mobilya; others are procured from domestic and international suppliers that manufacture high-quality goods. The Company has a total of 16 stores; one in Dubai, United Arab Emirates. Tepe Mobilya San. ve Tic. A.Ş. Founded in 1969, Tepe Mobilya is one of the oldest companies within Bilkent Holding. The Company operates on 183,000 square meters of outdoor space and 120,000 square meters of indoor manufacturing area in its factories in Ankara (Bilkent, Sincan, Eryaman) and Eskişehir. It is one of the largest furniture manufacturers in Turkey. Tepe Mobilya sells all types of home and office furniture through Tepe Home Stores as well as in its own stores. In addition, the Company undertakes all decoration and furnishing work for comprehensive projects that require expertise such as hotels, tourism centers, business centers, conference halls, education institutions, health centers, stores and airports in Turkey as well as overseas. Bilintur A.Ş. The Company was founded in 1988 to operate in the tourism and services industries. The Bilintur Group is comprised of Bilintur Catering Center and Bilkent Hotel and Conference Center. 66 ˊ ˊ Subsidiaries and Af filiates Sports International A.Ş. Established in 1994, Sports International provides high quality and comfortable services to its members. Sports International members enjoy these services in five facilities located in Ankara, Istanbul and Izmir, under the supervision of experts and in a privileged environment. All of the facilities are capable of responding to a range of needs, with tennis courts, outdoor and indoor swimming pools, squash courts, indoor basketball and volleyball courts, running tracks, café-restaurants and bridge centers. Tepe Betopan A.Ş. Founded in 1984 as Turkey’s first cement bonded particle board facility, Tepe Betopan doubled its production capacity in 1999 after its manufacturing facilities were revised with state-of-the-art technology systems, just like in all the other Tepe İnşaat affiliates. Acquiring the other cement particle board factory located in Arhavi in 2001, Tepe Betopan increased production capacity to 67,500 cubic meters annually and has become its only supplier in Turkey and one of the world’s largest. Tepe Savunma ve Güvenlik Sis. San. A.Ş. The Company commenced operations in 1992 as a private security establishment to cater to the physical security system and service needs of Bilkent Holding companies. The Company continues to provide private security services to airports, banks, business and shopping centers, universities, factories and many other companies throughout Turkey. Ankara Teknoloji A.Ş. Ankara Teknoloji is the operator of Ankara Cyberpark, a science and technology park located on Bilkent University’s campus. Established at the end of 2002, Cyberpark is the fastest-growing technopark in Turkey with more than 170 companies and an R&D staff of 1,200. Ankara Teknoloji is primarily involved in leasing office space, industrial zones and warehousing areas to participant companies under favorable terms. The Company also provides many premium technopark services to the firms located in Cyberpark. Tepe İnşaat Annual Report 2009 Introduction ˊ ˊ Subsidiaries and Affiliates 67 Dilek İnşaat ve Tic. A.Ş. Dilek İnşaat ve Tic. A.Ş. began operating in 1968 and joined the Bilkent Group after Bilkent University was established in 1986. Dilek İnşaat constructed the library, president’s office, faculty and college buildings, research centers, faculty housing, student dormitories, health center and the 4,000-person capacity semi-outdoor Odeon concert hall of Bilkent University, since 1973. The Company recently completed a 288-unit housing complex in Kastamonu for the Housing Development Administration of Turkey, the Silivri Prison Complex for the Ministry of Justice of Turkey, 500 housing units and infrastructure project and the Alanya Mahmutlar Terradesir Homes. Dilek İnşaat is currently engaged in the construction of hospitals and various faculty buildings for five universities. Meteksan Matbaacılık ve Teknik Sanayi Tic. A.Ş. Founded in 1969 as Medikal Teknik Sanayi to serve the health industry, Meteksan began operations in the printing and publishing industry in 1975 with the installation of its printing facilities. Meteksan is the market leader today with paper and cardboard manufacturing taking place in a total indoor area of 35,000 square meters. It provides customized printing and distribution services as well as organization services (printing, packaging, staffing, transportation, distribution, collection, etc.) for official entities and private sector companies. Tepe Prefabrik A.Ş. Founded in 1977, Tepe Prefabrik is the oldest and most experienced company in its industry in Turkey and surrounding regions. With longterm experience, the Company is specialized in the mass production of modular prefabricated systems, light galvanized steel structures and demounted (flat-packed) or mounted living containers. Tepe Prefabrik has operations in Turkey as well as in the Middle East, Gulf Countries, North Africa, Continental Africa, Asia Minor, the Commonwealth of Independent States, Russia, Kazakhstan, Ukraine, Eastern Europe and Balkan countries. Bilsigorta A.Ş. Founded in 1989 to serve the insurance consultation needs of Group companies, as well as personnel insurance needs, Bilsigorta also acts as a broker for various insurance companies for the purpose of expanding its non-group insurance portfolio. 70 Domestic Projects Hospitals Akdeniz University Hospital II. Section Servicing Construction Gazi University Hospital Retrofit Work Fırat University Education and Research Hospital Hacettepe University Hospitals Retrofit and Large Scale Renovation Construction Shopping Centers Forum Gaziantep Shopping Center Forum Kayseri Shopping Center Education Buildings Bilkent Eastern Provinces Erzurum 3. Phase Work Akdeniz University Faculty of Agriculture 8. Education Complex II. Section Construction Bilkent University 2009 Projects Bilkent University 2010 Projects Other Contracting Projects Turkish Cement Manufacturers’ Association Technical and Industrial Vocational High School Project Meteksan Concept Building International Projects Iraq Sulaimaniya University İhsan Doğramacı Erbil Foundation Schools Construction Afghanistan Afghanistan OBO US Embassy Investment Projects Narcity Housing Project Tepe Prime Business, Residence, Avenue Project 71 Construction is not simply making buildings. Being devoted and showing respect to the essence of a project and the dream that lies behind that project is the make-or-break point in contracting. Tepe İnşaat undertakes all of its projects with this awareness and it constructs its ongoing projects by uniting hard work with dreams. 72 Domestic Projects Active since 1969 in construction, one of the pillars of economic development in Turkey, Tepe İnşaat is the pioneer in its field thanks to the successful graphic that it has maintained since its day of establishment. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ Domestic Projects 73 Hospital Projects Commencement Date: August 2, 2002 Contract Value: TL 145,000,000 Total Construction Area: 109,000 square meters Delivery Date: December 31, 2013 Client: Akdeniz University Rectorate Akdeniz University II. Section Servicing Construction Project This project was launched in 2002; by the end of 2009, a construction area of 73,000 square meters was completed and 12,000 square meters of the ongoing construction was earmarked for an R&D unit. The R&D unit will host high technology laboratory research. Aside from critical units such as GMP, quality check, stem cells, animal labs and reproduction labs; work areas such as offices, conference, meeting and seminar halls and a library, as well as social facilities such as restaurants, cafeterias, saunas will be constructed as part of the project. 24,000 square meters of the construction area will serve the hospital building. This section will feature a technical center, sterilization, laundry and kitchen units, as well medical units such as angiography, pathology and ophthalmology. The official completion date is February 22, 2013; at year-end 2009, 52.68% of the contract has been complete. The inpatient complex, the laboratory complex, the polyclinic blocks and the transition blocks have been completed. 74 ˊ ˊ Domestic Projects ˊ ˊ Hospital Projects Commencement Date: November 28, 2008 Contract Value: TL 2,300,000 Delivery Date: February 28, 2009 Client: Gazi University Health Research and Application Center Gazi University Hospital Retrofit Work I Commencement Date: August 27, 2009 Contract Value: TL 1,084,000 Delivery Date: October 26, 2009 Client: Gazi University Health Research and Application Center Gazi University Hospital Retrofit Work II Commencement Date: January 2010 Contract Value: TL 2,845,000 Total Construction Area: 3,200 square meters Delivery Date: March 2011 Client: Gazi University Rectorate Gazi Üniversitesi Hospital Retrofit Work III Contracted by Tepe İnşaat in 2008, the retrofit work for Gazi University’s Faculty of Medicine Hospital D1 Building (floors 5-15) was completed in a very short period (75 days) at a turnkey lump sum price and with a 10% increase in the budget estimate; the hospital has commenced operations. As part of the project, the retrofit work for bathrooms, floor offices, nurse stations and patient lockers in inpatient services were completed. In 2009, as part of a project undertaken in the Gazi University Faculty of Medicine, the clinic of obstetrics and gynecology, classrooms for research assistants and undergraduate in-service training, as well as the polyclinic and other service units underwent retrofit work and renovation. The project was completed in a period of 60 days; service commenced with unit price bid proposal method and with a 20% increase in the budget estimate. As part of the construction of the Hematology Department of Gazi University’s Faculty of Medicine, a service for the outpatient and inpatient treatment of leukemia patients is being built. This service will feature infection control, state-of-the-art devices and a total of 57 single rooms, comprising 18 rooms with HEPA filters, four rooms with intensive care facilities and 35 normal rooms. It is predicted that the project will be completed and delivered by March 2011. Tepe İnşaat Annual Report 2009 Commencement Date: December 16, 2002 Contract Value: TL 56,000,000 Total Construction Area: Delivery Date: December 31, 2014 Client: Fırat University Rectorate 2009 Operations ˊ ˊ Domestic Projects 75 Fırat University Education and Research Hospital A 600-bed research hospital is constructed as part of this project within Elazığ’s Fırat University. According to Article 44 of the State Tender Law No. 2886 four tenders have been organized in the years 1985, 1993, 1997 and 2002. The construction of the project continues. In the first tender, the project area was designated as 108,000 square meters; however, due to the appearance of new needs, in 1998 the area was revised upwards to 140,000 square meters. 90,000 square meters have been completed and put in commission, including three-story buildings, S1 to S16, the eight-story building S9, the twelve-story buildings P1 - P2 - P3 and the ten-story transition buildings P2 to O. The O buildings which cover a total area of 40,000 square meters and which comprise buildings with four and seven floors are to be completed by 2014. 76 ˊ ˊ Domestic Projects ˊ ˊ Hospital Projects Commencement Date: October 9, 2009 Hacettepe University Hospitals Retrofit and Large-Scale Renovation Construction Contract Value: TL 93,700,000 This project obtained from the Hacettepe Hospital in 2009 comprises the construction or renovation of inpatient floors, meeting halls, polyclinics and the cafeteria, miscellaneous additional constructions, establishment of indoor installations and electricity systems, air conditioning, automation, establishment of common installations and electricity systems; all to be carried out with first class material and workmanship. The project is predicted to be completed by December 23, 2011. Total Construction Area: 80,000 square meters Delivery Date: December 23, 2011 Client: Hacettepe University Directorate of Strategy Development Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ Domestic Projects 77 78 ˊ ˊ Domestic Projects Shopping Center Projects Commencement Date: August 1, 2008 Contract Value: € 10,700,000 Delivery Date: 2009 Construction Area: 100,000 square meters Client: Multi Turkmall Yirmidokuz Emlak Yat. İnş. Tic. A.Ş. Forum G. Antep Shopping Center In 2008, Tepe İnşaat had carried out the shell & core construction work for the Gaziantep Forum Shopping Center, a complex with a total area of 100,000 square meters. With a leasable area of 44,000 square meters, it is a five-story complex, two stories of which make up the car park. Forum Gaziantep Shopping Center Project has been completed in 2009, upon demand of the client. Tepe İnşaat Annual Report 2009 Commencement Date: December 14, 2009 Contract Value: € 24,600,000 Delivery Date: November 30, 2010 Construction Area: 57,000 square meters Client: Multi Turkmall Onyediemlak Yat. İnş. Tic. A.Ş. 2009 Operations ˊ ˊ Domestic Projects 79 Forum Kayseri Shopping Center This project, to be carried out by Tepe İnşaat in Kayseri, is comprised of a four-story shopping center with a leasable area of 65,000 square meters built on an area of 75,500 square meters. The Project will feature a hypermarket, department stores, movie theaters, restaurants and parks, as well as open and covered parking area for 2,000 vehicles. The completion of the shell & core construction is planned for November 30, 2010. The whole project is envisaged to be completed and opened in the third quarter of 2011. 80 ˊ ˊ Domestic Projects Education Buildings Commencement Date: May 7, 2009 Contract Value: TL 6,700,000 Total Construction Area: 4,550 square meters Completion Date: December 25, 2009 Client: Bilkent University Rectorate Bilkent Eastern Provinces Erzurum Third Phase Work This school construction project is a part of Bilkent University’s social responsibility operations and as part of its third phase, in 2009, 4,550 square meters of high school buildings have been completed and education has commenced. To date, a total of 25,545 square meters of construction has been completed, including 8,795 square meters of educational buildings, 2,016 square meters of multi-purpose rooms, 6,493 square meters of gyms, 8,241 square meters of housing facilities, transformer stations, storehouses and guardhouses. The first phase was completed by end-2007 and the second phase as of end-2008. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ Domestic Projects 81 Commencement Date: June 14, 1998 Akdeniz University Faculty of Agriculture 8. Education Complex II. Section Construction Contract Value: TL 4,900,000 The construction of Akdeniz University’s Faculty of Agriculture Eighth Educational Complex II. Section was taken over from Dilek İnşaat ve Ticaret A.Ş. on March 17, 2008. Dilek İnşaat completed 9,685 square meters of the work. Tepe İnşaat finished a further 5,082 square meters, made up of three classroom buildings. Total Construction Area: 14,767 square meters Completion Date: May 7, 2011 Provisional Delivery Date: August 28, 2009 Client: Akdeniz University Rectorate The construction was completed on August 28, 2009, in order to be ready for the academic year 2009-2010, its provisional delivery was completed and the building handed over to the administration. 82 ˊ ˊ Domestic Projects Commencement Date: January 1, 2009 Contract Value: TL 8,200,000 Delivery Date: December 31, 2009 Construction Site: Bilkent Campus Client: Bilkent University Rectorate ˊ ˊ Education Buildings Bilkent University 2009 Projects Opening its doors to 386 students in 1986, Bilkent University today is a world-renowned educational center with nine faculties, two undergraduate colleges, three vocational schools comprised of 38 educational programs, 12,000 students and faculty comprised of academic staff from 40 different countries. Due to its high standards and innovative approach, aside from new state-of-the-art buildings added each year, the present buildings undergo repairs, renovation and retrofit work, in a diligent and systematic manner. In 2009, many of such buildings have been renovated or repaired successfully, so as to become ready for the new academic year. Tepe İnşaat Annual Report 2009 Commencement Date: January 7, 2010 Contract Value: TL 11,300,000 Delivery Date: December 31, 2010 Construction Site: Bilkent Campus Client: Bilkent University Rectorate 2009 Operations ˊ ˊ Domestic Projects 83 Bilkent University 2010 Projects Every year various construction and renovation activities are undertaken at Bilkent University to meet rapidly changing needs. One such activity is the construction of İhsan Doğramacı Foundation’s Ankara Private Bilkent Laboratory Primary School and High School’s New Building 1. Phase (Building A), started in January 2010 and planned for completion in August 2010. The structure has 5,550 square meters of construction area and has the status of Anatolian High School. Every year, present university faculties such as departments, administrative units, institutes, vocational schools, laboratories, dormitories etc., scattered over an area of 5 million square meters are repaired and renovated, thereby preserving the modern appearance of the Bilkent University. 84 ˊ ˊ Domestic Projects Other Contracting Projects Commencement Date: April 16, 2008 Turkish Cement Manufacturers’ Association Technical and Industrial Vocational High School Project Contract Value: TL 18,300,000 Started in 2008, the TCMA Technical and Industrial Vocational High School Project was implemented in an area of 21,000 square meters located in Istanbul, Kadıköy, Küçükbakkalköy. According to the project, Tepe İnşaat has completed a total of 15,400 square meters of indoor area construction. As part of the high school, 17 classrooms, two foreign language laboratories, a computer laboratory, an IT center, physics, chemistry and biology labs, fine arts and music classrooms were completed. In addition, workshops/laboratories with an indoor area of 1,290 square meters including mezzanine (accessible from inside the school), additional workshops with an indoor area of 340 square meters (accessible from outside the school and therefore designated as “open workshop” in the project), a library, administrative units, a 852 square meter indoor gym in line with international standards, a conference hall with a capacity of 300, a transformer station, two housing units for the director and the assistant director, an open basketball court, a ceremonial area and car park were also completed by Tepe İnşaat and delivered in 2009. Construction Area: 15,400 square meters Delivery Date: December 31, 2009 Client: Turkish Cement Manufacturers’ Association Tepe İnşaat Annual Report 2009 Commencement Date: October 1, 2009 Contract Value: TL 10,000,000 Construction Area: 11,760 square meters Delivery Date: July 2, 2010 Client: Bilkent University Rectorate 2009 Operations ˊ ˊ Domestic Projects 85 Meteksan Concept Building Meteksan Matbaa, a Bilkent Holding company, has printed a plethora of exam papers since 1974, including exam papers for the Student Selection and Placement Center (ÖSYM). Meteksan Matbaa will continue printing operations from a new facility built for this purpose. Started by Tepe İnşaat in October 2009 and envisaged to be finished by May 2010, the printing facilities have a total indoor construction space of 11,760 square meters. The building has three stories, each with an approximate area of 3,900 square meters. Aside from printing areas, it includes 44 rooms with French beds, a cafeteria seating 80, offices, technical rooms, as well as social areas such as TV, fitness, table tennis, billiards rooms and wet volume. 86 International Projects Tepe İnşaat, considers it as a national responsibility to carry its experience, accumulated knowledge and vision beyond the region. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ International Projects 87 Iraq Projects Commencement Date: July 15, 2008 Construction of İhsan Doğramacı Erbil Foundation Schools, Iraq Contract Value: US$ 31,500,000 Constructed as an investment project in Erbil, Northern Iraq, İhsan Doğramaci Erbil Foundation Schools will be built on a total area of 75,000 square meters. This comprehensive educational complex will consist of an elementary school, a junior and senior high school, a performance hall with a seating capacity for 700, indoor and outdoor sports fields, a library, laboratories, art and music classrooms, a cafeteria and lounge building, an administration building and housing units. The total indoor area will be 30,332 square meters. Total Construction Area: 36,592 square meters Delivery Date: August 31, 2011 Client: İhsan Doğramacı Erbil Foundation The project’s construction area has expanded to a total of 36,592 square meters, with the addition of an indoor swimming pool, a kindergarten and three villas to the existing plan. The shell & core construction work has been completed; the primary school, cafeteria, performance hall, administrative building, laboratories, library buildings and two housing units in the first phase have priority and are set to be completed by July 2010. 88 ˊ ˊ International Projects Contract Date: January 17, 2005 Contract Value: US$ 305,300,000 Total Construction Area: 332,966 square meters Delivery Date: December 31, 2012 Client: Republic of Iraq, Ministry of Higher Education and Scientific Research ˊ ˊ Iraq Projects Sulaimaniya University, Iraq The new campus construction project for the Sulaimaniya University in Sulaimaniya, Northern Iraq is a partnership with Tepe İnşaat holding 75% and FDC 25%. Together with an additional contract, the Sulaimaniya University New Campus project will extend over an area of 2 million square meters. Planned to be completed by the end of 2012, the university will have a capacity for 25,000 students. The project includes the construction of faculty buildings, multipurpose indoor and outdoor sports facilities, swimming pools, a health center, dormitories for girls and boys, an open amphitheater, a cafeteria and social facilities. The campus will have a very modern appearance with complimenting infrastructure and landscaping; 53 different buildings and facilities will make up the project. There is ongoing work in 20 different buildings as well as on the infrastructure and landscaping at the end of 2009, 47% of the project has been completed. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ International Projects 89 Afghanistan Projects Commencement Date: December 15, 2009 American Embassy Building and Facilities, Kabul Afghanistan Contract Value* (Share of Tepe İnşaat) US$ 68,000,000 Delivery Date: March 15, 2012 Tepe İnşaat is going to actualize a project for the US Dept of State Bureau of Overseas Buildings Operations (OBO) in accordance with design & build principles, inside the present premises of American Embassy in Kabul, Afghanistan and in an additional plot to be added to the complex. The project concerns the construction of annex buildings/facilities and the renovation or amelioration of relevant infrastructure/landscaping. Client: US Dept. of State Bureau of Overseas Buildings Operations (OBO) By the end of 2009, the joint venture ECCI-C, formed by the US company ECC, Tepe İnşaat and Metag İnşaat, is continuing with the project design and mobilization activities. Total Construction Area: 51,290 square meters *Contract values were calculated according to the revenue figures at the completion of the job. 90 Investment Projects Tepe İnşaat successfully carries out investment projects that bring together various activities such as land development, financing, project, construction and marketing in an integrated structure. Tepe İnşaat Annual Report 2009 Commencement Date: January 2006 Contract Value: US$ 300,000,000 Total Construction Area: 285,000 square meters Delivery Date: Plots C, D and E opened for residential occupancy in 2007, plots F and G opened for residential occupancy in mid2008. Plot A will be delivered at the end of 2010; plot B will be delivered at the end of 2011. 2009 Operations ˊ ˊ Investment Projects 91 Narcity Housing Project Narcity is a contemporary residential area, comprised of 1,414 apartments and constructed on 147,000 square meters in Maltepe, Istanbul. It is built in accordance with the latest earthquake regulations and provides a comfortable and secure place to live. The complex offers a view of the sea and a wooded area featuring many lovely pomegranate trees in its landscaping. With an extensive selection of social facilities to meet every need of today’s city dwellers, Narcity features one indoor and three outdoor swimming pools, a fitness room with sauna, two tennis courts, jogging/dog walking paths, a basketball court, billiards and table tennis, a café, a TV and cinema lounge, a tea garden, a meditation garden, children’s nurseries and playgrounds. The complex is also equipped with a camera surveillance security system. Consisting of a variety of apartment designs and sizes, the complex features PVC exterior siding, doors and windows; in buildings where insulation is crucial, insulating glass was used. Living rooms, kitchens and bedrooms have laminated parquet flooring and the highest quality domestic ceramic tile bathroom floors. Walls are painted with washable water-based paint applied on plaster or plasterboard; ceilings are painted with water-based paint on satin-finished plasterboard. Only state-of-the-art materials and workmanship have been used in the construction of Narcity. This residential community is expected to breathe new life into the urban environment. 92 ˊ ˊ Investment Projects Commencement Date: October 2008 Contract Value: TL 320,000,000 Total Construction Area: 92,800 square meters Delivery Date: October 2011 Land Owner: Turkish Cement Manufacturers’ Association Tepe Prime Project The Tepe Prime Project will be built on lots owned by the Turkish Cement Manufacturers’ Association located on kilometer nine of the Eskişehir Highway and between the Bilkent and Hacettepe Bridges. It will consist of Tepe Prime Business, Tepe Prime Residence and Tepe Prime Avenue and have an indoor area of approximately 92,800 square meters. Featuring unique landscaping with an infrastructure capable of meeting all contemporary needs, flexible office space allowing easy separation and consolidation of offices, a shopping center with a unique and modern concept and a rich variety of social facilities, this project is planned for completion at the end of 2011. With modern offices, residential units and shopping centers, the Tepe Prime Project is designed as an answer for those in search of prestige, quality and luxury in Ankara. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ Investment Projects 93 94 TAV Havalimanları (TAV Airports) TAV Airports carries on with its relentless efforts to provide complete services in an integrated fashion at airports utilized by thousands of people every single day. It has thereby become a global company. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Airports 95 96 ˊ ˊ TAV Airpor ts 1997 • TAV was founded. • ATU and BTA ventures, providing duty-free shopping and catering services, were established under the TAV umbrella. Thanks to its know-how, highlyqualified human resources and 2000 advanced technology, • TAV began operating the Istanbul Atatürk Airport International Terminal. success story in its TAV became a great industry and a global 2001 • The launch of “primeclass” CIP service. 2004 • TAV’s operating rights for the Atatürk Airport was extended until 2005. • BTA began operating the Istanbul International Airport Hotel. • TAV assumed the construction and operation of the Esenboğa Airport Domestic and International Terminal; TAV Esenboğa Yatırım Yapım ve İşletme A.Ş. (TAV Esenboga) was founded. • TAV İşletme Hizmetleri A.Ş. (TAV O&M) was founded. brand in airport construction projects, as well as the totally new area of airport operations. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Airports 97 98 ˊ ˊ TAV Airpor ts 2005 • TAV was awarded the tender to operate the Atatürk Airport International and Domestic Terminal Building, Parking Garage and the General Aviation Terminal for 15.5 years under a lease agreement. • TAV İstanbul Terminal İşletmeciliği A.Ş. (TAV Istanbul) was founded. • Atatürk Airport Domestic Terminal also commenced operation under the TAV umbrella. • Acquisition of 60% of Havas shares. • Construction and operation of the İzmir Adnan Menderes International Terminal was transferred to TAV; TAV İzmir Terminal İşletmeciliği A.Ş. (TAV Izmir) was founded. • TAV Bilişim Hizmetleri A.Ş. (TAV IT) was founded. • TAV was awarded the tender for Tbilisi International Airport in Georgia. TAV Urban Georgia LLC. (TAV Georgia) was established to operate this airport. 2006 • Operation and construction services were restructured under “TAV Havalimanları Holding A.Ş.” (TAV Airports Holding Co.) and TAV İnşaat (TAV Construction) as two separate companies. • İzmir Adnan Menderes Airport International Terminal commenced service. • Esenboğa Airport Domestic and International Terminal commenced operation. • TAV Özel Güvenlik Hizmetleri A.Ş. (TAV Security) was founded. In 2005, TAV was awarded the tender for Tbilisi International Airport in Georgia. TAV Urban Georgia LLC. (TAV Georgia) was established to operate this airport. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Airports 99 100 ˊ ˊ TAV Airpor ts 2007 • TAV Airports Holding was offered to the public. • Tbilisi International Airport new passenger terminal commenced service. • Batumi International Airport commenced operation. • A refinancing agreement was signed to improve the terms of the existing loans of TAV Esenboğa Yatırım Yapım ve İşletme A.Ş. • TAV Batumi Operations LLC. was founded. • TAV Airports was awarded the tender for the Monastir Habib Bourguiba and Enfidha Zine El Abidine Ben Ali International Airports in Tunisia; TAV Tunisie SA was established. • Groundbreaking ceremony for the Tunisia Enfidha Zine El Abidine Ben Ali International Airport was held. • 40% minority shares of Havas were acquired; Havas then became a wholly-owned subsidiary of TAV Airports Holding. • TAV Airports Holding became the 100% owner of TAV Izmir and TAV Esenboga. • TAV Airports Holding was awarded the tender for the operation of Antalya Gazipaşa Airport. • The Hopa Terminal operated by Havas commenced service. In 2007, TAV Airports was awarded the tender for the Monastir Habib Bourguiba and Enfidha Zine El Abidine Ben Ali International Airports in Tunisia; TAV Tunisie SA was established. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Airports 101 102 ˊ ˊ TAV Airpor ts 2008 • TAV Airports assumed operation of Tunisia’s Monastir Habib Bourguiba International Airport. • TAV Istanbul entered into a refinancing agreement to improve the terms of existing loans. • TAV Gazipaşa Yatırım, Yapım ve İşletme A.Ş. (TAV Gazipaşa) was founded to operate the Antalya Gazipaşa Airport. • TAV Tunisie SA signed a project finance loan agreement. • TAV Airports won the tender for the operation of the Alexander the Great International Airport in Macedonia’s capital Skopje and the St. Paul the Apostle International Airport in Ohrid, Macedonia, as well as the construction of the New Shtip Cargo Airport, which TAV Havalimanları Holding also retains the optional right to operate; related concession contracts were signed. • TAV Airports acquired 6% of the share capital of TAV Urban Georgia LLC, already 60% owned by TAV Airports; following the share transfer, TAV Airports’ participation in TAV Urban Georgia LLC increased from 60% to 66%. In 2008, TAV Airports won the tender for the operation of the Alexander the Great International Airport in Macedonia’s capital Skopje and the St. Paul the Apostle International Airport in Ohrid, Macedonia, as well as the construction of the New Shtip Cargo Airport. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Airports 103 104 ˊ ˊ TAV Airpor ts 2009 • The capital of TAV Havalimanları Holding A.Ş. was raised from TL 242,187,500 to TL 363,281,250, all via cash capital. • A contract was signed for the transfer of 15% of the minority shares of the TAV Tunisie SA, previously under 100% ownership of TAV Havalimanları Holding A.Ş., to International Finance Corporation (IFC), a World Bank affiliate, for € 27,999,825 on June 30, 2009. • On 07/13/2009 operations commenced at the Antalya Gazipaşa Airport, whose operation right for 25 years belongs to TAV Gazipaşa Yatırım Yapım ve İşletme A.Ş. - with 100% ownership of TAV Havalimanları Holding A.Ş. • TAV Havalimanları Holding A.Ş. and the AL-RAJHI Holding Group - established and active in the Kingdom of Saudi Arabia - signed a joint venture contract on November 9, 2009. • TAV Tunise SA, 85% of which is owned by TAV Havalimanları Holding, started to operate the Enfidha Zine El Abidine Ben Ali International Airport. The Company owns the operation rights of the airport until May 2047. TAV Havalimanları Holding A.Ş. and the AL-RAJHI Holding Group -established and active in the Kingdom of Saudi Arabia- signed a joint venture contract on November 9, 2009. Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Airports 105 106 ˊ ˊ TAV Airpor ts A global brand in airport operations... TAV’s story of success in airport operations, one the most challenging industries in the world, began in 1997 with the tender for the İstanbul Atatürk Airport International Terminal and later went beyond the borders of Turkey. TAV Havalimanları Holding, which has today become a success story written with experience and creativity, was established as a joint venture of the Tepe and Akfen groups after they won the 1997 tender. İstanbul Atatürk Airport is one of the world’s first examples of airport operation projects undertaken under the Build-Operate-Transfer (BOT) model. As the first concrete step in TAV’s success story, this project also serves as Turkey’s modern face. In a short period of time, thanks to its know-how, highly qualified human resources and advanced technology, TAV became a great success story in its industry and a global brand in airport construction projects, as well as the totally new area of airport operations. With its objective to live up to the requirements of the present day, TAV underwent restructuring in 2006 in line with its goals and organized its activities as “operations” and “construction” under TAV Havalimanları Holding (TAV Airports) and TAV İnşaat (TAV Construction), respectively. TAV Havalimanları Holding went public in February 2007 after this restructuring. The Company continues to add to its accomplishments while working relentlessly in to represent Turkey in the airport operations industry. TAV Havalimanları Holding is keenly aware that the primary factor underneath its accomplishments is the intense and dedicated efforts of its employees. The Company has managed to become an expert airport operator, as well as a human resources brand, thanks to the intense and passionate work of its young and dynamic staff comprised of the most qualified professionals in Turkey. Supporting the development of its own employees through extensive programs, TAV Airports is enjoying the advantages of its distinguished standing due to its qualified human capital. Thanks to its know-how, highly qualified human resources and advanced technology, TAV became a global brand in airport construction projects, as well as the totally new area of airport operations. Tepe İnşaat Annual Report 2009 107 2009 Operations ˊ ˊ TAV Airports TAV Airports Holding Shareholding Structure 12/31/2009 TAV Havalimanları Holding A.Ş. Share % Tepe İnşaat Sanayi Anonim Şirketi 94,890,027 26.12 Akfen Holding Anonim Şirketi 94,886,071 26.12 Sera Yapı Endüstrisi Ve Ticaret A.Ş. 16,101,375 4.43 Other non-floating shares 14,113,087 3.88 Other floating shares 143,290,691 39.44 Total 363,281,251 100.00 Other Floating Shares 39.45% Tepe İnşaat San. A.Ş. Other NonFloating Shares Sera Yapı Endüstrisi ve Ticaret A.Ş. 4.43% 3.88% 26.12% Akfen Holding A.Ş. 26.12% 108 ˊ ˊ TAV Airpor ts Airports in Figures... İstanbul Atatürk Airport International Terminal Duration of Operation / Expiration of Operation 15 years 6 months / January 2021 2009 Passenger Traffic 18,363,739 2009 Commercial Flight Traffic 169,086 Domestic Terminal Duration of Operation / Expiration of Operation 15 years 6 months / January 2021 2009 Passenger Traffic 11,393,645 2009 Commercial Flight Traffic 95,395 Ankara Esenboğa Airport International Terminal Duration of Operation / Expiration of Operation 16 years 7 months / May 2023 2009 Passenger Traffic 1,097,143 2009 Commercial Flight Traffic 10,146 Domestic Terminal Duration of Operation/ Expiration of Operation 16 years 7 months / May 2023 2009 Passenger Traffic 4,987,983 2009 Commercial Flight Traffic 41,147 İzmir Adnan Menderes Airport International Terminal Duration of Operation / Expiration of Operation 8 years 4 months / January 2015 2009 Passenger Traffic 1,667,353 2009 Commercial Flight Traffic 13,137 Tepe İnşaat Annual Report 2009 109 2009 Operations ˊ ˊ TAV Airports Antalya Gazipaşa Airport Duration of Operation 25 years (After the acquisition of the operation permission) Georgia Tbilisi International Airport Duration of Operation / Expiration of Operation 20 years / February 2027 2009 Passenger Traffic 702,714 2009 Commercial Flight Traffic 13,842 Georgia Batumi International Airport Duration of Operation / Expiration of Operation 20 years / February 2027 2009 Passenger Traffic 69,936 2009 Commercial Flight Traffic 1,806 Tunisia Monastir Habib Bourguiba International Airport Duration of Operation / Expiration of Operation 40 years / May 2047 2009 Passenger Traffic 3,781,256 2009 Commercial Flight Traffic 30,393 Tunisia, Enfidha Zine El Abidine Ben Ali International Airport Duration of Operation Expiration of Operation 40 years May 2047 Macedonia Skopje Alexander the Great International Airport Duration of Operation 2009 Passenger Traffic 2009 Commercial Flight Traffic 20 years 599,000 13,269 Macedonia Ohrid St Paul the Apostle International Airport Duration of Operation 2009 Passenger Traffic 2009 Commercial Flight Traffic 20 years 36,000 1,020 110 TAV İnşaat (TAV Construction) Setting the standards of perfection in terms of functionality and esthetics, the Company has undertaken projects at airport construction totaling 2,720,000 square meters and has become an international player today. Tepe İnşaat Annual Report 2009 With a vast business volume in Northern Africa and the Gulf Region, TAV Construction builds airports, as well as smart buildings utilizing state-of-theart technology. 2009 Operations ˊ ˊ TAV Construction 111 From its establishment under the umbrella of TAV in 2003, TAV Construction has become one of Turkey’s most remarkable and rapidly growing companies. To date, the Company has a total of completed or ongoing projects with a value of $10.2 billion. The use of advanced technology is a major characteristic distinguishing TAV Construction from other construction companies. TAV Construction provides a unique example in its sector, through its innovative and modern approach and by closely monitoring technological advances. Setting the standards of perfection in terms of functionality and esthetics, the Company has undertaken a total of 2,720,000 square meters of projects, including airports and has become a player on the international stage. TAV Construction shares its vast experience coming from projects not only with Turkey but from around the world. The Company also provides consultations for airport infrastructure, which has become an increasingly important issue in a world where distances shrink daily. Expanding into Northern Africa and the Gulf Region, TAV Construction is building airports and smart buildings with state-of-the-art technology. TAV Construction has offices in Cairo, Doha, Dubai, Tripoli and Muscat. In addition to airport construction, utilizing its experienced staff and vast know-how, the Company also provides technical maintenance and repair services, an area in severely limited supply globally. 112 ˊ ˊ TAV Construction TAV Construction in Figures Cairo International Airport Project Value US$ 493 million (80% TAV Construction 20% Holding Company partnership) Commencement Date December 2004 Completion Date December 2008 Job Description 200,000 square meter terminal building construction (11 million passengers/year, World Bank financing) Doha International Airport Project Value US$ 3,269 million (65% Taisei, 35% TAV Construction partnership) Commencement Date March 2006 Completion Date October 2011 Job Description The construction of 330,000 square meter terminal building, as well as three concourses Emirates Financial Towers Project Value US$ 110 million Commencement Date June 2007 Completion Date January 2010 Job Description Construction of residential and commercial buildings of the twin Emirates Financial Towers, each with 3B+G+25 stories Majestic Tower in Sharjah - Al Mamzar (Sharjah, UAE) Project Value US$ 48 million Commencement Date July 2005 Completion Date June 2009 Job Description Construction of luxury residences in the 52-story Majestic Tower in Al Mamzar with a total construction area of 63,000 square meters (Sharjah, UAE) Sulafa Tower at the Dubai Marina (Dubai, UAE) Project Value US$ 99 million Commencement Date November 2006 Completion Date June 2010 Job Description Construction of the 79 story Sulafa Tower Luxury Residences at the Dubai Marina with a total construction area of 133,000 square meters (UAE) Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ TAV Construction 113 Dubai Marina 101 Hotel and Residence (Dubai, UAE) Project Value US$ 204 million Commencement Date January 2008 Completion Date June 2011 Job Description Construction of Marina 101 Hotel and Residence with a total construction area of 156,000 square meters in Dubai Marina (UAE) Enfidha International Airport Project Value US$ 555 million Commencement Date June 2007 Completion Date October 2009 Job Description Airport construction (7 million passengers/year) Libya Tripoli International Airport Project Value US$ 2,616 million (50% Odebrecht, 25% TAV Construction and 25% CCC partnership) Commencement Date September 2007 Completion Date September 2009 Job Description Two airport terminals built on a construction area of 175,000 square meters each (10 million passengers/year) Libya Sebha International Airport Project Value US$ 279 million (50% TAV Construction and 50% CCC partnership) Commencement Date December 2008 Completion Date December 2010 Job Description Airport construction (5 million passengers/year) Oman Muscat International Airport - MC1 Package Project Value Commencement Date US$ 1,170 million (50% TAV Construction and 50% CCC partnership) May 2009 Completion Date January 2012 Job Description Infrastructure work of the Muscat International Airport İstanbul Atatürk Airport Development, Expansion and Tri-generation Project Project Value US$ 89 million Commencement Date November 2008 Completion Date December 2009 Job Description The development and expansion of the airport terminal building 114 Future Projects and Strategic Planning Tepe İnşaat serves all companies and individuals aiming for maximum customer satisfaction; it considers all of these customers an indispensable part of the value chain that it creates. As such, the Company forges ahead toward its future goals with confidence. Tepe İnşaat Annual Report 2009 Having attained its sales targets for the year 2009, Tepe İnşaat will shape its investment projects for the coming period by taking into account the needs of the market. 2009 Operations ˊ ˊ Future Projects and Strategic Planning 115 The global economic crisis started out in the second half of the year 2008 in developed economies and rapidly spread to other economies and as predicted, its effects were aggravated in the past year. Therefore many world giants active in various sectors were faced with new challenges. Private investors, who support and animate the international construction market, were among the worst victims of the crisis. Accordingly, the 2008 crisis inflicted serious damages on the construction market as well. Trying to overcome this bottleneck with the least possible damage, construction firms searched for alternatives to their present regions of activity and focused on countries where liquidity was translated into investment and construction projects. Firms strived to survive in the markets shrinking under the pressure of the crisis and also to adapt themselves to the challenges associated with doing business in new countries. Just like other actors in the Turkish construction sector, the driving force of the Turkish economy, Tepe İnşaat revised its strategies with the onset of the crisis and focused on developing projects in the countries of North Africa, the Gulf Region and Central Asia, where liquidity exists and new investments provide breathing space for the troubled construction industry. Tepe İnşaat finished 2009 with important projects in its target countries and enhanced its adaptation to the international construction market, which is shaped by rapidly changing economic balances and political trends. This challenging experience has strengthened the economic and corporate structure of Tepe İnşaat. Tepe İnşaat not only had a successful year in terms of investment projects, but also attained its sales targets for 2009 in the housing sector, despite the contraction in the housing market. In this regard, the Company decided to shape its investment projects for the coming period by taking into account the needs of the market. Aside from superstructure projects in which it has ample experience, it focused on various domestic and international projects where it can make use of its vast know-how in infrastructure and industrial construction. In line with its revised strategies, in 2010, Tepe İnşaat will concentrate on construction markets with growth potential. In the coming period it will significantly expand its turnover volume, which it managed to preserve during the crisis. Having attained its sales targets for the year 2009, Tepe İnşaat will shape its investment projects for the coming period by taking into account the needs of the market. 116 Human Resources Distinguishing itself in the rapidly developing construction sector thanks to the importance it attaches to Human Resources, Tepe İnşaat aims to further reinforce its position as a corporation preferred by its employees and the rest of the highly qualified workforce. Tepe İnşaat Annual Report 2009 With the belief that corporate success can only be attained with well-informed, experienced and motivated employees who identify with their profession, Tepe İnşaat has utter confidence in the support and productivity of its staff. 2009 Operations ˊ ˊ Human Resources 117 Tepe İnşaat’s modern Human Resources policy is built on success. This policy is oriented toward recruiting highly qualified individuals and making the most productive use of this workforce. With the belief that corporate success can only be attained with wellinformed, experienced and motivated employees who identify with their profession, Tepe İnşaat has utter confidence in the support and productivity of its staff. The Company provides its employees with training opportunities, ensures that they join the system in a conscientious manner; it thereby aims to attain and constantly improve modern quality standards and customer satisfaction in all stages of production. Tepe İnşaat relentlessly invests in its personnel and strives to maximize employee satisfaction. Distinguishing itself in the rapidly developing construction sector thanks to the importance it attaches to Human Resources, Tepe İnşaat aims to further reinforce its position as a corporation cherished by its employees and the rest of the highly qualified workforce. With this target in mind, the Human Resources management attaches utter importance to the professional training of employees and works to ensure that employees enhance their competences through corporate experience and to create the most appropriate environment for them to reach their career goals. Tepe İnşaat encourages the Human Resources management to come up with innovative business practices. As of year-end 2009, Tepe İnşaat had 465 employees - 398 males and 67 females. Approximately 50% of the employees hold a university or higher educational degrees; 50% have been employed by Tepe İnşaat for more than five years. 118 ˊ ˊ Human Resources Gender Profile (%) Education Profile (%) Graduate School 1% College 44% Elementary School 20% Junior College 7% Male 86% Female 14% High School 28% Age Profile (%) Functional Profile (%) Other Personnel 28% 41 and above 24% 20-30 32% Technical Personnel 42% 31-40 45% Administrative Personnel 31% Support Personnel Breakdown (%) Tenure Profile (%) International Projects 11% 15-35 years 17% 1-5 years 48% 5-15 years 35% Support Units 9% Domestic Contracting Projects 40% Domestic Investment Projects 24% Head Office 16% Tepe İnşaat Annual Report 2009 2009 Operations ˊ ˊ Human Resources 119 120 Occupational Safety, Environment and Quality Policy While actualizing its projects, Tepe İnşaat takes all the necessary precautions to protect natural resources, minimize waste volume, prevent the pollution of land, air and water and boost its recycling ratio. Tepe İnşaat Annual Report 2009 Since environmental awareness is a social obligation, Tepe İnşaat employs environmentally friendly technology. The Company minimizes the consumption of energy and natural resources and undertakes investments to reduce environmental pollution. 2009 Operations ˊ ˊ Human, Environment, Quality 121 Continuing to operate with the awareness that it is an inseparable part of nature, Tepe İnşaat is sensitive to the issues of occupational safety and the environment. While undertaking its projects, Tepe İnşaat takes the necessary measures to preserve natural resources, minimize waste, prevent soil, air and water pollution and increase recycling. Strictly adhering to all national and international laws, by-laws, rules and regulations, as well as the conditions imposed by the trade organizations of which it is a member, Tepe İnşaat closely monitors developments in the area of occupational safety and the environment and adjusts its activities accordingly. Tepe İnşaat’s objective in this context is to achieve “zero occupational accidents and injury.” In line with this objective, risk is eliminated at the source with the active participation of the employees. Tepe İnşaat’s ISO 14001 Environmental Standard, ISO 9001 Quality Standard and OHSAS 18001 Occupational Safety and Employee Health Standard certificates are indicators of Tepe İnşaat’s sensitivity in this regard. It strives for constant improvement on the issues of occupational safety and environment. Tepe İnşaat’s environmental policy is supported by the following practices: • Since environmental awareness is a social obligation, Tepe İnşaat employs environmentally friendly technology, • Minimizes the consumption of energy and natural resources, • Use of recycling methods at every stage of the production process, • Reduces waste and has successfully implemented a waste management plan and • Undertakes investments to reduce environmental pollution. 122 A reformer with a lifelong dedication to science, the nation and humanity: İhsan Doğramacı During his lifetime spanning almost one hundred years, İhsan Doğramacı dedicated himself to children, young people and all humanity. Facing many obstacles in his effort to be successful, İhsan Doğramacı shall be remembered not only in Turkey but also in many countries around the world, thanks to his many contributions and the health, education and science institutions that he established. 1915 Doğramacı was born in 1915, in Erbil, as the son of an Ottoman land owning family. IN REMEMBRANCE OF PROF. DR. İHSAN DOĞRAMACI His life İhsan Doğramacı came into the world 95 years ago, in Erbil, Northern Iraq, which was then a part of the Ottoman Empire. He was born as the son of an influential Turcoman family; his father was Doğramacızade Ali Paşa, the Mayor of Erbil. His mother, İsmet Hanım, was the daughter of Kırdarzade Mehmet Ali Bey, who had long served as the Kerkük representative at the Ottoman Parliamentary Assembly. İhsan Doğramacı married with Ayser Süleyman in 1942. Ayser Hanım was the niece of Ottoman Grand Vizier Mahmut Şevket Paşa and the granddaughter of Dağıstanlı Mehmet Fazıl Paşa, Field Marshal of the Ottoman Army. Her father, Hikmet Süleyman Bey, had served as the Iraqi Prime Minister in 1930s. Ayser and İhsan Doğramacı had three children: Şermin, Ali and Osman. Family values always had great importance in Doğramacı’s life; however, the profession he chose carried him away from Erbil, way beyond the traditional pursuits of a wealthy land owner. 1938 Doğramacı graduated from the İstanbul Faculty of Medicine. After his education in a Turkish primary school in Erbil, Doğramacı graduated from the Beirut American College and İstanbul University’s Faculty of Medicine. He became a pediatrician in Ankara under the supervision of Professor Albert Eckstein and worked as a research assistant at Harvard University and at Washington University in St. Louis. Intellectual foundations of Bilkent University In 1947, Doğramacı settled in Ankara with his family. He had already started making plans to establish non-profit, private higher education institutions in Turkey, similar to those he had the chance to observe in the US. At the Ankara University’s Faculty of Medicine, the young pediatrician rapidly climbed high into academic and professional echelons and became a professor of pediatrics in 1955. The same year, he established the Children’s Health Institute under the roof of Ankara University in an impoverished neighborhood of Ankara. Until 1961, he added Turkey’s first junior colleges of nursing, nutrition and dietetics, physical therapy and rehabilitation and medical technology to this institute. Later, he started to work toward the 1940 Doğramacı became pediatrician in Ankara under tthe supervision of Professor Albert Eckstein. He took office in the Baghdad Child Protection Hospital and served for four years. Academic Background ˇˇ 1938 - Medical Doctor İstanbul University, Istanbul Specialist in Children’s Health and Diseases ˇˇ 1940 - Specialist Numune Hospital, Ankara ˇˇ 1945 - 1946 Post-doctoral Research (15 months) Harvard University, the US Massachusetts General Hospital, Boston, the 1945 Doğramacı went to the US and carried out research in pediatrics and gained advanced expertise at Harvard and Washington universities. ˊˊ İhsan Doğramacı has been greatly admired in all international organizations where he worked and was elected president by a number of them. He has always held a very special place both in the international media and international conferences. On behalf of Turks, we are proud of him. Those who have been educated in the universities established by Doğramacı are like seeds planted in a field. They will grow and their reputation, knowledge and culture will reach the sky. haydar aliyev Late president of Azerbaijan US (6 months) Boston Children’s Hospital, Boston, the US (9 months) ˇˇ 1946 - 1947 Post-doctoral Research Washington University, St. Louis, the US ˇˇ 1947 - 1949 Lecturer Ankara University Faculty of Medicine, Ankara ˇˇ 1949 - 1955 Associate Professor Ankara University Faculty of Medicine, Ankara ˇˇ 1955 - 1967 Professor Ankara University, Ankara ˇˇ 1967 - 1981 Professor Hacettepe University, Ankara ˇˇ 1976 - 1977 Visiting Professor Paris Descartes (Paris V) University, France ˊˊ Professor Doğramacı, you have devoted your entire life and your whole family fortune to the noble causes of child health and higher education. You started with a two-room outpatient clinic in an Ankara slum in 1954. It became the Ankara University Institute of Child Health and the leading Children’s Hospital in the country and today bears your name. Professor Doğramacı, you are indeed a model citizen of the world, such as the United Nations would wish to find in every country. kofı annan Former Secretary-General of United Nations 1947 He was elected to membership of the American Academy. 1949 He became an Associate Professor at Ankara University Faculty of Medicine. establishment of Hacettepe Institute for Medicine and Health Sciences as a second faculty of medicine under the roof of the same university, as well as the Junior College for Dentistry. Doğramacı served as Rector of the Ankara University between 1963 and 1967 and then as Chairman of Board of Trustees at the Middle Eastern Technical University. A new university: Hacettepe In 1967, Doğramacı united the Hacettepe Faculty of Medicine and the junior colleges under the Children’s Health Institute to create a new university: Hacettepe University. Until 1975 he served as the rector of this university, which today occupies a privileged position in the Turkish higher education system. After the termination of his term, he accepted a position as a professor of pediatrics at Descartes University in Paris. In 1980, he was invited back to Turkey, to offer consultancy during the preparation of a new law to reform the Turkish higher education system. 1955 He was appointed president of Hacettepe Children’s Health Institute and became a full professor. Among his suggestions to reform the higher education system was the establishment of a Council of Higher Education (YÖK) reporting directly to the President of the Republic. İhsan Doğramacı was appointed the first president of this agency at the end of 1981 and continued to serve in this position until 1992. After the reforms, the Turkish higher education system took important steps forward. In 1980, only 6.3% of school aged population was enrolled in a higher education. Back then, this rate attained 32% in Western Europe, 14% in neighboring Syria and 22% in Greece and Bulgaria. In the past 25 years this rate has reached 38.2%. In terms of the number of articles published in scientific journals, Turkey went up from 45th to 18th place in the international research ranking. While leading the evolution of higher education in Turkey, Doğramacı also attached great importance to the education of the two universal languages, i.e. music and the fine arts. 1961 1963 He established the Junior College of Physiotherapy and Rehabilitation and the Junior College of Dietetics and Nutrition. He established the Hacettepe Faculty of Medicine and Health Sciences providing education in accordance with the Integrated Educational System Model and later became its dean. He was appointed rector of Ankara University. He contributed to the establishment of the Erzurum Atatürk University Trabzon Faculty of Medicine. Professional Background ˇˇ 1955 - 1981 President Hacettepe Children’s Health Institute, Ankara ˇˇ 1963 - Dean Hacettepe Faculty of Medicine and Health Sciences, Ankara University, Ankara ˇˇ 1963 - 1965 Rector Ankara University, Ankara ˇˇ 1965 - 1967 President of the Board of Trustees Middle East Technical University, Ankara ˇˇ 1967- 1975 Rector Hacettepe University, Ankara ˇˇ 1981- 1992 President Council of Higher Education (YÖK) ˊˊ A remarkable Turk indeed! This could almost be the title of a biography of İhsan Doğramacı. One could just as easily have described him as “a remarkable person,” “a remarkable human being,” or even perhaps “İhsan Doğramacı: one of a kind. donald j. johnston Former Secretary-General, OECD ˊˊ The many obstacles and setbacks in his progress have tempered but not embittered him and he has remained humane. Until Hacettepe Hospital was opened, he saw patients in his consulting rooms - not for money, but to stretch a hand out to help people. His generosity and sensitivity were widely known, as testified to by colleagues, who benefited from this, mostly on the occasion of the illness of their own children. He not only treated them free of charge but would if necessary pay the cost of their treatment abroad if this was required. sır horace phılıps Former Brıtısh Ambassador to Ankara 1965 He became a member of Middle East Technical University’s Board of Trustees. Bilkent University The Constitution of 1982 regulated the establishment of non-profit, private higher education institutions by foundations. In 1984, Doğramacı established Bilkent University, the first foundation-owned university in Turkey; he became the Chairman of Board of Trustees. Bilkent University was followed by other foundation-owned universities. Today, out of a total of 139 universities, 94 belong to the state and 45 are foundation-owned. Doğramacı is the founder of five Turkish foundations, which established numerous hospitals and education institutions, including Bilkent. Aside from these, İhsan Doğramacı Family Health Foundation, established to assist the World Health Organization and since 1983 has been rewarding successful individuals who work in the field of family health. A genuine citizen of the world, Doğramacı is also fluent in German, Arabic, Persian, French and English. 1967 He established Hacettepe University and was appointed rector. İhsan Doğramacı had the chance to participate in the establishment of the World Health Organization and in the preparation of its charter in 1946, when he was just 31 years old. After his return to Turkey, WHO asked him to provide consultation for the establishment of new schools of medicine and health sciences in various regions of the world. Personally, on location, Doğramacı pioneered in the establishment of the Sherbrooke University in Quebec, Canada; Brasilia University in Brazil; as well as centers and schools of medicine in Ife, Nigeria and Yaunde, Cameroun. Léon Bernard Prize and “Health-for-All” Medal İhsan Doğramacı, presided over the Turkish Delegation at the World Health Assembly for six years. In 1976, he took Office as President of the European Region Countries and Vice President of the Assembly and later served as member of its Board and as a member of various advisory councils at the World Health Organization. In 1981, the World Health Organization rewarded Doğramacı the Léon Bernard Foundation Prize and the “Health-for-All” Gold Medal in 1997 in recognition of his outstanding service. 1973 He contributed to the establishment of Karadeniz University Trabzon Faculty of Medicine. 1975 1978 He became the honorary rector of the Hacettepe University. He received the National Award for Distinguished Service from TÜBİTAK - Scientific and Technological Research Council of Turkey. He was appointed Professor of Pediatrics at Paris Descartes University. Honorary Doctorates ˇˇ University of Glasgow (Scotland) ˇˇ University of Nice (France) ˇˇ University of Nebraska (the US) ˇˇ University of Baghdad (Iraq) ˇˇ University of Guayaquil (Ecuador) ˇˇ Autonomous University of Santo Domingo (Dominican Republic) ˇˇ University of Ayn-Shams (Egypt) ˇˇ Helsinki University (Finland) ˇˇ Soka University (Japan) ˇˇ Baku State University (Azerbaijan) ˇˇ Azerbaijan Medical University (Azerbaijan) ˇˇ De Montfort University (Great Britain) ˇˇ Eastern Mediterranean University (Turkish Republic of Northern Cyprus) ˇˇ National Islamic University (India) ˇˇ Rome-La Sapienza University (Italy) ˇˇ Case Western Reserve University (the US) ˇˇ Eleven Turkish universities, including Anatolian University, Boğaziçi University, İstanbul University and Marmara University. ˊˊ The final word on him I leave to poet Robert Burns. Doğramacı has many ranks, Doctor, Professor, President, Chairman, Hoca Bey and so on. Burns wrote: ‘The rank is but the coin’s stamp, the man’s the gold, for all that!’ İhsan is a golden man, a twenty-four carat golden man… gavın c. arneıl Professor Emeritus, University of Glasgow, Scotland ˊˊ Professor Doğramacı is a unique person who has devoted his entire life and his family wealth to future generations and to the development of opportunities for the training and higher education of youth. abdullah gül President of Turkish Republic 1981 He was appointed President of the Council of Higher Education (YÖK) and contributed to the establishment of Kayseri Erciyes University Samsun Ondokuz Mayıs University and Eskişehir Anadolu University. 1984 He established the Bilkent University and became Chairman of the Board of Trustees. He was rewarded Léon Bernard Foundation Prize. One other institution in which Doğramacı contributed actively is UNICEF, where he served as Board member for many years. He was twice elected president of the Program Committee and served on the Executive Board three times. In 1995, UNICEF honored him with the Maurice Pate Prize. He served as president of the UNICEF National Committee in Turkey from1958 until 2003 when he was appointed to the honorary presidency of the committee. In 1968, İhsan Doğramacı was elected president of the International Pediatric Association, an institution active in the field of children’s health. He served as president and general director at this institution for a quarter of a century and in 1992 was appointed honorary president for life. While serving as the President of the UNICEF Exective Board, Doğramacı became an Advisory Board member of the International Children’s Center in Paris and served from 1970 to 1984. When the center was abolished in 1999 after 50 years in existence, he transferred it to Ankara and personally undertook its presidency until 2006 when he became honorary president. Doğramacı has authored numerous articles, book chapters and books on medicine and health sciences. When it was proposed that he serve in the positions of Foreign Minister and Prime Minister of the Turkish Republic, he declined due to his ideals that his obligation was to concentrate exclusively on topics of health and education. Books on the life and achievements of İhsan Doğramacı were published in numerous countries, in various languages. Prestigious composers, particularly Adnan Saygun, composed sonatas, symphonic pieces and symphonies in homage to him. 1986 He received the Christopherson Award of American Academy of Pediatrics. 1995 He received the UNICEF Maurice Pate Prize and the Soranos Award for Science and Friendship. 1998 He was awarded the Peace, Justice and Tolerance Prize from the Council of Europe. He received the Turkish Health and Education Award for Merit. Awards ˇˇ 1978 National Award for Distinguished Service from TÜBİTAK - Scientific and Technological Research Council of Turkey ˇˇ 1981 Léon Bernard Foundation Prize, WHO ˇˇ 1986 Christopherson Award, American Academy of Pediatrics ˇˇ 1995 Maurice Pate Award, UNICEF ˇˇ 1995 Soranos Award for Science and Friendship (Greece) ˇˇ 1998 Peace, Justice and Tolerance Prize ˊˊ My friends and I decided that this young professor, a world-renowned physician who was knowledgeable about everything, spoke many languages and knew the world, should be our prime minister. I sent two of my physician friends to him to propose this. The next day Doğramacı disappeared from Ankara. He couldn’t accept such an offer and he didn’t, because his only wish was for the citizens of his country to enjoy better medical care and for the country’s youth to receive a better education. süleyman demİrel Ninth President of the Turkish Republic (Council of Europe), (The other two laureates were Franz Cardinal König and Simon Wiesenthal.) ˇˇ 1999 Health and Education Award for Merit (Turkey) ˇˇ 2000 Turkish Ministry of Foreign Affairs Distinguished Service Award ˇˇ 2004 Dr. Jushichiro Naito International Childcare Award (Japan) ˇˇ 2007 Turkish Grand National Assembly Honor Prize ˇˇ 2009 Lifetime Achievement Award of Excellence for Global Health from the World Federation of Public Health Associations ˇˇ 2009 Award from the Islamic Organization for Medical Sciences ˊˊ Speaking a language so well, with such a beautiful accent, is an indication of a very good ear. If he had played an instrument, I am sure he would have been a wonderful virtuoso. İdİl bİret State Artist 2000 2004 He received the Turkish Ministry of Foreign Affairs Distinguished Service Award. He was granted the Dr. Jushichiro Naito International Childcare Award. İhsan Doğramacı has received numerous awards, medals and decorations; 26 universities from 14 countries, including the US, Finland, France, Great Britain, Italy, Japan and Egypt have presented him with honorary doctorate degrees. He was a member of national academies of various nations and became an honorary member of 23 pediatric associations across the world. Presidents of Azerbaijan, the Dominican Republic, Estonia, Finland, France, Iran and Poland honored him with their country’s highest decoration in recognition of his distinguished serve to humanity. The Turkish Grand National Assembly, Egyptian Parliament and many other national institutions rewarded Doğramacı with their most prestigious awards and medals. The Council of Europe rewarded him the Peace, Justice and Tolerance Prize in 1998 at a ceremony organized in Vienna. Hocabey’s lifetime spanning almost a century was full of the desire to serve children, young people and all of humanity. Struggling to overcome many challenges in his dedication to serve, İhsan Doğramacı will be remembered, not only in Turkey but also in many countries around the world, thanks to his various services and contributions and the health, education and science institutions that he established. 2007 He was granted Turkish Grand National Assembly Honor Prize. 2009 He received the Lifetime Achievement Award of Excellence in Global Health rewarded by World Federation of Public Health Associations. He was granted the Islamic Organization Award for Medical Sciences. Decorations and Medals ˇˇ State Medal for Outstanding Merit (Turkey) ˇˇ Order of Haydar Aliyev (Azerbaijan) ˇˇ First Rank Order of Independence (Azerbaijan) ˇˇ Order of Homayoun First Class (Iran) ˇˇ Medal of the Egyptian People’s Assembly ˇˇ State Medal of Merit (Romania) ˇˇ Gran Cruz Placa de Plata de la Orden Heráldica de Cristóbal Colón (Dominican Republic) ˇˇ Gran Oficial, Orden del Mérito de Duarte, Sánchez y Mella (Dominican Republic) ˇˇ First Rank Commander of the Order of the Lion of Finland ˇˇ First Rank Commander of the Order of Merit of Poland ˇˇ Order of the Cross of St. Mary’s Land (Estonia) ˇˇ Officier de la Légion d’Honneur (France) ˇˇ WHO Health-For-All Gold Medal ˇˇ Sevda Cenap And Music Foundation Honor Award Gold Medal ˇˇ Medal of Appreciation, Iraqi Ministry of Higher Education and Scientific Research ˇˇ Médaille de la Ville de Paris ˊˊ I believe that by opening the way for foundation-owned universities, İhsan Doğramacı performed a very important service for Turkey’s development. Perhaps today Turkey’s astonishing growth and improvement are due to Bilkent, which led the way as the first non-profit private university. prof. dr. halİl İnalcık Bilkent University ˊˊ First of all, people trusted İhsan Bey. They knew that he was an honest, frank person. They knew that he was serving the country. They would see him struggling to make things happen. rahmİ koç Koç Holding Honorary President 136 Bilkent University Bilkent University is a source of pride, not only for the Bilkent Group but also for Turkey as a whole, with its modern vision, high-quality education and post-graduation support units that it provides to its students. Tepe İnşaat’s main objective and mission is to provide resources for the Bilkent University and thus to the nation’s education arena. Tepe İnşaat Annual Report 2009 The aim of Bilkent University, the first foundation-owned private university in Turkey, is to be among the world’s leading universities in terms of cultural and artistic activities based on the quality of its educational programs, academic research and a long list of publications. Foundations of Tepe ˊ ˊ Bilkent University 137 Bilkent University was founded on October 20, 1984 by a joint resolution by the İhsan Doğramacı Education Foundation, İhsan Doğramacı Health Foundation and İhsan Doğramacı Science and Research Foundation. The aim of this institution, the first foundation-owned private university in Turkey, is to be among the world’s leading universities in terms of cultural and artistic activities based on the quality of its educational programs, academic research and a long list of publications. The name Bilkent exemplifies the founder’s aim; it is an acronym of “bilim kenti” Turkish for “city of science and knowledge.” Preparations for the establishment of Bilkent University began as early as 1967, with the purchase of a large tract of land to the west of Ankara. In the late 1970s and early 80s the foundations undertook construction efforts. The first buildings on the campus are those that now house the University’s administrative offices, the Faculty of Engineering and the Library. These were followed by the construction of cafeterias, student dormitories, the School of English Language and the student union buildings in rapid succession. As the University expanded and the student body grew, the Faculties of Humanities and Literature, Economics, Administrative and Social Sciences, Management, Art, Design and Architecture, Science, Music and Performing Arts, Law and Education, a concert hall, fitness centers, a preschool and nursery, elementary, secondary and high schools, new cafeterias, two health centers, the East Campus vocatio- 138 ˊ ˊ Bilkent Universit y nal school buildings, classrooms and a building housing the computer center followed. Opening its doors in 1986, with 386 enrolled students, Bilkent University today is a world-renowned educational center with nine faculties, two undergraduate colleges and three vocational schools with 39 educational programs. At the university, 12,000 students receive a world class education from a faculty of academicians from 40 different countries. In line with its principle of establishment, Bilkent University arranged exchange programs with many select universities around the world, to give its students an international vision and raise the quality of its education to the level of the world’s successful and select universities. These institutions include the University of California, Georgia Institute of Technology, University of Maryland, Washington University and the University of Michigan in the US; Essex University in England; Pforzheim and Konstanz Universities in Germany; Rome and Bocconi Universities in Italy; Ecole Superieure de Commerce de Clarmont and Ecole Superieure de Commerce de Lille Universities in France; McGill and Montreal Universities in Canada; Tilburg and Amsterdam Universities in the Netherlands; Southern Denmark University in Denmark; Tel-Aviv University in Israel and Waikato University in New Zealand. Graduates of Bilkent University successfully represent their school in the business world and in major educational institutions throughout the world, thanks to the modern vision they acquire through their education and their expert knowledge. The Career Development and Placement Center, formed by the University in 1988 to help students with their post-graduation plans and the actualization of such plans, established very strong ties between the students, graduates and the business world. The Career Development and Placement Center has the distinction of being the first center in Turkey established for this purpose. Bilkent continues to be first in Turkey in terms of the number of international academic publications per faculty member and maintains its pioneering role in higher education. Graduates of Bilkent University successfully represent their school in the business world and in major educational institutions throughout the world, thanks to the modern vision they acquire during their education and their experience. Tepe İnşaat Annual Report 2009 Foundations of Tepe ˊ ˊ Bilkent University 139 140 ˊ ˊ Bilkent Universit y Bilkent University in Figures • Established in 1984 as Turkey’s first foundation-owned university; education started in 1986. • Its campus covers a total of five million square meters, three million of which is afforested. • Approximately a quarter of its 12,000 students receive scholarships. • The school has more than 25,000 graduates. • In the 2008 Student Selection Examination (ÖSS), 34 students ranked in the top 100 in terms of the SAY-2 (quantitative weighted score) and EA-2 (quantitative and qualitative equally weighted score) scores and three out of the top ten students in terms of the quantitative score chose enrollment at Bilkent University. • Bilkent University has 39 two and four-year undergraduate programs and 27 postgraduate programs. • Each year, approximately 2,000 different classes are taught at nine faculties, two junior colleges and three vocational junior colleges. • Its academic staff is made up of approximately 1,000 people, one third of whom come from almost 40 different countries. • Computer labs have more than 4,000 computers available year-round, 24/7. • There are student exchange agreements with more than 100 worldwide universities. • Every year around 60,000 researchers and students visit its library, which has a large collection of 400,000 books and 3,000 periodicals. • Every year an estimated 500 well-established companies visit Bilkent University to promote themselves to students and attract job candidates. • The number of its student clubs tops 80. • Since 1999, its students have undertaken Social Awareness Projects. • Staffed by students, Radio Bilkent broadcasts on FM 96.6 MHz. • Its dormitories have the capacity to accommodate 4,000. • Health Center is open 24/7. • Composed of around 100 musicians from 12 different countries, Bilkent Symphonic Orchestra gives over 70 concerts annually. As such, Bilkent Symphonic Orchestra is Turkey’s “first private, academic, international artistic ensemble.” Bilkent University has 39 two and fouryear undergraduate programs and 27 postgraduate programs and more than 25,000 graduates. Tepe İnşaat Annual Report 2009 Foundations of Tepe ˊ ˊ Bilkent University 141 TEPE İNŞAAT SANAYİ A.Ş. VE BAĞLI ORTAKLIKLARI CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS’ REPORT AS OF DECEMBER 31, 2009 INDEPENDENT AUDITOR’S REPORT TO THE BOARD OF DIRECTORS OF TEPE İNŞAAT SANAYİ A.Ş. ANKARA 1. We have audited the accompanying consolidated balance sheet of Tepe İnşaat Sanayi A.Ş. (the “Company”) and its subsidiaries (together the “Group”) as of 31 December 2009, and the consolidated statement of comprehensive loss, consolidated statement of changes in equity and consolidated statement of cash flow for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management’s Responsibility for the Consolidated Financial Statements 2. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility 3. 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 whether the consolidated financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s 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, the auditor considers 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. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. The audited financial statements of Hyper Foreign Trade Holland N.V., a joint venture of the Company, prepared in accordance with International Financial Reporting Standards is not available and the unaudited financial statements that are prepared based on statutory records are taken into account in the accompanying consolidated financial statements. The total assets, total equity deficit and the net loss of Hyper Foreign Trade Holland N.V. according to these financial statements amounts to USD 105,450, USD 4,976,925 and USD 237,043 respectively. Therefore no opinion could be formed regarding the effect of the financial position, off-balance sheet transactions and the result of operations of Hyper Foreign Trade Holland N.V. on the accompanying consolidated financial statements. 7. In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary had we been provided with the audited financial statements of Hyper Foreign Trade Holland N.V. to be used in the consolidation process, the consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2009, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Without further qualifying our opinion we draw attention to the following matters: 8. As explained in Note 3, the accompanying consolidated financial statements are presented in US Dollars. The Company’s and its major subsidiaries’ functional currency is Turkish Lira; except for TAV Havalimanları Holding A.Ş. and TAV Yatırım Holding A.Ş., being EURO and US Dollars respectively. However, for the purpose of presentation, management has chosen to present its consolidated financial statements in US Dollars by using procedures set out in Note 3 which are in accordance with International Accounting Standard No. 21 “The Effects of Changes in Foreign Exchange Rates”. 9. As explained in detail in Note 27, there is an ongoing dispute between the Company and Boru Hatları ile Petrol Taşıma A.Ş. (“Botaş”), regarding the termination of the contracts that had been signed for the construction of Baku-Tblisi-Ceyhan Pipeline Turkey portion. In May 2007, the Company applied to International Arbitration for resolution of the dispute. As of the date of this report, litigations are in progress. The ultimate outcome of the matter cannot presently be determined, and no provision is set forth for the potential liabilities by the management in the accompanying consolidated financial statements. 10. As explained in Note 41, the accompanying 2008 and 2007 consolidated financial statements have been restated. Ankara, 10 June 2010 DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş. Member of DELOITTE TOUCHE TOHMATSU 146 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Balance Sheet As at 31 December 2009 (Amounts expressed in USD unless otherwise stated) ASSETS CURRENT ASSETS Cash and cash equivalents Other financial assets Trade receivables Inventories Other receivables and current assets Total Current Assets NON-CURRENT ASSETS Trade receivables Other financial assets Investments in associates Goodwill Property, plant and equipment Investment property Other intangible assets Other non-current assets Total Non-Current Assets TOTAL ASSETS 31 December 2009 Restated 31 December 2008 Restated 1 January 2008 6 7 8a 10 11 96,634,026 5,596,323 184,092,342 110,502,085 265,995,477 662,820,253 59,477,456 12,678,259 190,271,017 89,179,576 289,263,408 640,869,716 155,677,212 5,644,040 151,395,619 130,667,621 258,907,884 702,292,376 8b 7 12 38 13 14 15 16 82,994,706 26,350,499 506,461 72,295,753 212,846,628 243,464,858 292,707,857 97,797,255 1,028,964,017 88,732,433 25,346,692 544,424 64,093,636 201,266,735 243,373,553 188,191,613 91,470,021 903,019,107 109,838,611 35,996,275 2,571,798 70,223,828 232,864,168 308,109,624 128,301,032 97,467,952 985,373,288 1,691,784,270 1,543,888,823 1,687,665,664 Notes The accompanying notes form an integral part of these consolidated financial statements. 147 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Balance Sheet As at 31 December 2009 (Amounts expressed in USD unless otherwise stated) LIABILITIES AND EQUITY 31 December 2009 Restated 31 December 2008 Restated 1January 2008 100,658,700 214,044,160 3,008,004 33,542,732 91,249,218 1,099,867 79,195,639 3,819,450 526,617,770 89,183,053 266,878,366 2,429,122 25,907,752 62,061,134 1,315,275 83,347,975 3,084,737 534,207,414 81,270,996 181,923,676 3,362,332 137,951,638 635,437 110,416,082 697,519 516,257,680 19 20 21 25 23 26 24 8,384,628 547,396,159 10,323,178 6,677,001 48,173,058 18,889,204 87,008,652 726,851,880 3,942,600 409,481,653 5,313,532 5,047,709 29,854,118 29,114,077 66,001,357 548,755,046 14,832,996 475,546,620 5,994,944 5,879,250 35,946,218 43,128,612 73,234,550 654,563,190 28 588,166,968 (65,648,237) 556,396,507 (65,044,605) 639,785,703 (66,413,553) 29,761,379 5,226,981 12,555,638 26,290,018 (23,508,923) (172,156,708) 400,687,116 29,631,494 3,957,477 21,720,218 31,847,096 (11,635,029) (130,877,485) 435,995,673 38,638,863 3,830,913 28,739,959 (2,252,515) (134,190,104) 508,139,266 37,627,504 24,930,690 8,705,528 438,314,620 460,926,363 516,844,794 1,691,784,270 1,543,888,823 1,687,665,664 Notes CURRENT LIABILITIES Trade payables Borrowings Obligations under finance leases Other financial liabilities Advances received Provisions Other payables and expense accruals Current tax liabilities Total Current Liabilities NON-CURRENT LIABILITIES Trade payables Borrowings Obligations under finance leases Provision for employment termination benefits Advances received Deferred tax liabilities Other non-current liabilities and expense accruals Total Non-Current Liabilities EQUITY Share capital Less: Treasury (self-owned) shares Purchase of shares of entities under common control Legal reserves Property revaluation reserves Translation reserves Hedging reserves Retained earnings Equity attributable to owners of the company Minority interests Total Equity TOTAL LIABILITIES AND EQUITY 19 20 21 22 23 24 26 The accompanying notes form an integral part of these consolidated financial statements. 148 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended 31 December 2009 (Amounts expressed in USD unless otherwise stated) Revenue Cost of sales Restated 1 January1 JanuaryNotes 31 December 2009 31 December 2008 30 917,037,955 1,147,321,313 31 (743,887,049) (852,948,252) Gross profit Investment revenue Other gains and losses Share of the Group’s loss of associates Marketing and sales expenses Administrative expenses Finance costs Donations 32 33 12 34 35 36 29 Loss before taxation Income tax expense Loss for the period 26 173,150,906 294,373,061 20,394,367 (11,946,963) (438,986) (40,529,613) (65,314,994) (82,513,771) (39,308,179) 15,419,503 10,405,528 (2,198,849) (45,627,502) (74,254,242) (119,292,355) (102,782,429) (46,507,233) (23,957,285) (3,186,624) (6,067,514) (49,693,857) (30,024,799) 2,648,836 28,006,000 Other comprehensive loss Exchange differences arising on translation of foreign operations Exchange differences arising on translation to presentation currency Effective portion of change in fair value of cash flow hedges Revaluation of property and equipment Income tax on other comprehensive loss 700,246 (114,533,443) (14,991,186) (9,068,662) 2,998,237 (14,543,786) 29,380 2,908,757 Other comprehensive loss for the period, net of tax (17,712,529) (98,133,092) Total comprehensive loss for the period (67,406,386) (128,157,891) The accompanying notes form an integral part of these consolidated financial statements. 149 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended 31 December 2009 (Amounts expressed in USD unless otherwise stated) 1 January31 December 2009 Restated 1 January31 December 2008 Loss attributable to: Owners of the Company Minority interests (49,182,939) (510,918) (29,445,910) (578,889) Loss for the period (49,693,857) (30,024,799) Total comprehensive loss attributable to: Owners of the Company Minority interests (66,902,647) (503,739) (126,797,703) (1,360,188) Total comprehensive loss for the period (67,406,386) (128,157,891) The accompanying notes form an integral part of these consolidated financial statements. (285,113) (285,113) - - - - (285,113) - (65,044,605) Treasury (Self-owned) shares (9,127,889) (9,127,889) (9,223,096) - - - 95,207 - 21,720,218 Property revaluation reserve 17,347 17,347 - - - - 17,347 - 3,957,477 129,885 129,885 - - - - 129,885 - 29,631,494 (5,557,078) (5,557,078) - - (1,320,152) (95,244) (4,141,682) - 31,847,096 Translation reserves Retained earnings (11,873,894) (11,873,894) - (11,822,893) - - (51,001) - (42,644,783) 6,538,156 154,434 - - 2,758,667 3,625,055 (49,182,939) (11,635,029) (130,877,485) Hedging reserves The accompanying notes form an integral part of these consolidated financial statements. 2,438,878 - Total comprehensive loss for the year - Revaluation of property and equipment 2,438,878 - Effective portion of change in fair value of cash flow hedges, net of tax Total other comprehensive loss - Exchange differences arising on translation to presentation currency 2,438,878 - 556,396,507 Exchange differences arising on translation of foreign operations Translation difference Other comprehensive (loss)/income Loss for the year Total comprehensive (loss) for the year Balance at 31 December 2008 restated Share capital Purchase of shares of entities under Legal common reserves control (503,739) 7,179 - (170,056) - (14,587) 191,822 (510,918) 24,930,690 Minority interests Total (67,406,386) (17,712,529) (9,068,662) (11,992,949) (1,320,152) 2,648,836 2,020,398 (49,693,857) 460,926,363 150 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Changes in Equity For the year Ended 31 December 2009 (Amounts expressed in USD unless otherwise stated) - Changes in minority interests Dividend distributions (65,648,237) - - - - - (318,519) 12,555,638 - (36,691) - - - Property revaluation reserve 5,226,981 - - - 1,252,157 - - 29,761,379 - - - - - - Purchase of shares of entities under Legal common reserves control 26,290,018 - - - - - - Translation reserves (23,508,923) - - - - - - Hedging reserves (172,156,708) - 2,617,717 - (1,252,157) - - Retained earnings The accompanying notes form an integral part of these consolidated financial statements. 588,166,968 - Change in group structure Balance at 31 December 2009 - Issue of share capital of affiliates 29,331,583 Transfers to legal reserves Issue of ordinary shares Share capital Treasury (Self-owned) shares 37,627,504 (152,472) 3,313,521 5,212,451 - 4,827,053 - Minority interests Total 438,314,620 (152,472) 5,894,547 5,212,451 - 4,827,053 29,013,064 Tepe İnşaat Annual Report 2009 151 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Changes in Equity For the year Ended 31 December 2009 (Amounts expressed in USD unless otherwise stated) 15,265,060 15,265,060 - - - - 15,265,060 - (66,413,553) (6,728,831) (6,728,831) (122,992) - - - (6,605,839) - 28,739,959 Property revaluation reserve (880,528) (880,528) - - - - (880,528) - 3,830,913 (9,066,866) (9,066,866) - - - (185,779) (8,881,087) - 38,638,863 - - - - - Hedging reserves - 34,099,611 (11,635,029) 34,099,611 (11,635,029) - - (11,635,029) 4,262,595 36,443,362 (6,606,346) - (2,252,515) Translation reserves (578,889) 8,705,528 Minority Interests (781,299) - - - 1,173,084 (797,288) (1,360,188) 28,648,622 152,372 - - (9,424,667) 37,920,917 (1,954,383) (29,445,910) (134,190,104) Retained earnings The accompanying notes form an integral part of these consolidated financial statements. (147,053,832) - Total comprehensive loss for the year - Revaluation of property and equipment (147,053,832) - Effective portion of change in fair value of cash flow hedges, net of tax Total other comprehensive loss - Exchange differences arising on translation to presentation currency (147,053,832) - 639,785,703 Exchange differences arising on translation of foreign operations Translation difference Other comprehensive (loss)/income Loss for the year Total comprehensive (loss) for the year Balance at 31 December 2007 restated Treasury Share (Self-owned) capital shares Purchase of shares of entities under Legal common reserves control Total (128,157,891) (98,133,092) 29,380 (11,635,029) 4,262,595 28,006,000 (118,796,038) (30,024,799) 516,844,794 152 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Changes in Equity For the year Ended 31 December 2009 (Amounts expressed in USD unless otherwise stated) - Transfers to retained earnings Change in group structure Changes in minority interests Dividend distributions (65,044,605) - - - - - - (13,896,112) Treasury (Self-owned) shares - - Legal reserves - (78) 13,213 (679,840) 21,720,218 3,957,477 - (290,910) - - - 1,673,797 - - Property revaluation reserve 29,631,494 - - 59,497 - - - - Purchase of shares of entities under common control 31,847,096 - - - - - - - Translation reserves - 4,661,282 468,331 679,840 (1,699,546) - - Retained earnings (11,635,029) (130,877,485) - - - - - - - Hedging reserves The accompanying notes form an integral part of these consolidated financial statements. 556,396,507 - Balance at 31 December 2008 - Transfers to legal reserves 63,664,636 Issue of share capital of affiliates Issue of ordinary shares Share capital 24,930,690 (289,347) (4,370,294) 19,853 - 25,749 22,199,389 - Minority interests Total 460,926,363 (289,347) - 560,894 - - 22,199,389 49,768,524 Tepe İnşaat Annual Report 2009 153 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Changes in Equity For the year Ended 31 December 2009 (Amounts expressed in USD unless otherwise stated) 154 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Cash Flow For The Year Ended As At 31 December 2009 (Amounts expressed in USD unless otherwise stated) Notes 1 January31 December 2009 1 January31 December 2008 (49,693,857) (30,024,799) Cash flows from operating activities Loss for the year Income tax expense recognized in profit or loss 26 Finance costs recognized in profit or loss Investment revenue recognized in profit or loss (Gain) on sale or disposal of property, plant and equipment 33 (Gain)/loss on sale or disposal of available for sale investments Net foreign exchange loss/(gain) on borrowings 3,186,624 6,067,514 82,219,586 61,659,894 (20,561,980) (14,179,777) (2,533,463) (3,056,687) (100,209) (100,425) 3,192,590 58,890,110 Share of the Group on (gain)/loss of associates 12 438,986 2,198,849 Depreciation of property, plant and equipment 13 19,615,447 20,550,676 Impairment of property, plant and equipment Amortization of other intangible assets 15 Depreciation of investment property Impairment of non-current assets recognized in profit or loss Impairment loss recognized on trade receivables Loss/(Gain) from fair value adjustments on investment property 10,264,500 - 10,244,056 10,067,317 - 4,052,125 15,768 2,440,144 8-11 1,592,289 3,855,532 14 2,873,358 (10,658,761) Provisions Effect of foreign exchange translation 4,704,539 5,886,748 (6,278,896) (19,239,944) 59,179,338 98,408,516 10,970,604 (27,002,224) Movements in working capital (Increase) in trade receivables Decrease/(increase) in inventories (21,322,509) 41,488,044 (Increase)/decrease in other receivables and other assets 11,339,407 (24,357,590) (Decrease) in trade payables 15,645,046 (4,534,821) (Decrease) in provisions (Decrease)/increase in other payables and expense accruals (Decrease) in advances taken Cash provided from operations Income taxes paid Retirement obligation payments Interest paid Net cash provided by/(used in) operating activities 25 (260,401) (218,752) 16,507,165 (8,330,748) 47,507,024 (81,982,605) 139,565,674 (6,530,180) (6,549,242) (11,627,315) (3,319,415) (3,175,124) (58,144,180) (21,046,554) 71,552,837 (42,379,173) The accompanying notes form an integral part of these consolidated financial statements. 155 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Cash Flow For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 1 January31 December 2009 Restated 1 January31 December 2008 Interest received 19,014,411 13,970,595 Payments for acquisition of subsidiary (6,843,336) - Payments to acquire other financial assets (3,504,559) (7,847,625) Notes Cash flows from investing activities Dividends received from other equity investments 32 1,379,957 1,195,384 Payments for property, plant and equipment 13 (41,162,026) (36,491,765) 6,632,727 6,134,696 Payments for investment property 14 (1,974,206) (413,790) Payments for intangible assets 15 (112,602,873) (59,922,549) Proceeds on disposal of property, plant and equipment Proceeds on disposal of other intangible assets Net cash used in investing activities 1,702 9,609 (139,058,203) (83,365,445) Cash flows from financing activities Capital increase Proceeds on issue of share capital of affiliates Dividend distribution 29,013,064 49,768,524 4,827,053 22,199,389 (152,472) (289,347) Change in group structure 5,212,451 560,894 Changes in minority interest 5,894,547 - Proceeds from borrowings 564,001,387 514,703,032 Repayment of borrowings (504,394,801) (521,615,445) 104,401,229 65,327,047 Net increase/(decrease) in cash and cash equivalents 36,895,863 (60,417,571) Cash and cash equivalents at the beginning of year 59,477,456 155,677,212 260,707 (35,782,185) 96,634,026 59,477,456 Net cash generated by financing activities Effect of foreign exchange translation Cash and cash equivalents at the end of the year 6 The accompanying notes form an integral part of these consolidated financial statements. 156 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 1. GENERAL INFORMATION Bilkent Holding A.Ş. has been founded by Bilkent University, which itself is a legal entity established by Turkish Law. The purpose is to aid the financing of the Bilkent University. Companies, in which Bilkent Holding is directly and/or indirectly the major shareholder, transfer the funds generated from their operations to Bilkent University in order to support the University. Such funds are transferred in the form of donations. Tepe İnşaat Sanayi A.Ş. (the “Company”), which also is a subsidiary of Bilkent Holding A.Ş., transfers its funds to Bilkent University as donations. Tepe Group formed under Tepe İnşaat Sanayi A.Ş., provides services at various sectors. The main approach of the Group is to fully integrate various companies which deal with such areas as infrastructure, construction, construction materials, doors, frames, kitchens and furniture. In addition to construction sector Tepe Group is active in establishment and management of shopping, sports and entertainment centers, establishment of security systems and services. The leading company of Tepe Group is Tepe İnşaat Sanayi A.Ş. which is a construction firm that undertakes projects for public and private sectors. The Company builds, sells residences and rents shopping malls. Usually such activities are made by land development. The address of the Company’s registered office is Beytepe Köyü Yolu No:5 06530 Bilkent, Ankara. One of the significant consolidated subsidiary is Tepe Mobilya Sanayi Tic. A.Ş. which was the Tepe Group’s first company when it was established in 1969. Tepe Mobilya Sanayi Tic. A.Ş. designs and produces modular furniture for various spaces and customer needs and preferences, including home and office furniture, bath and kitchen cabinets and inset cupboards for distribution and sale in stores and by its licensed dealers both in Turkey and abroad. In addition to standard production, architectural staff is capable of undertaking the design, decoration and furnishing of large projects such as business centers, conference halls, health facilities, banks and hotels. Tepe Home Mobilya ve Dekorasyon Ürünleri Tic. A.Ş., which is one of the significant consolidated companies, is Turkey’s first furniture and accessory products hypermarket chain designed to serve Turkey’s needs for modern working and living spaces. The first outlet was established at Ankara Bilkent in 1998, and the chain now includes outlets in İstanbul Kartal, Yeşilköy,Ankara, Gaziantep, Adana, İzmit, Bursa, Denizli and Bodrum. Tepe Home Mobilya ve Dekorasyon Ürünleri Tic. A.Ş.’s products and services include all kinds of furniture, bath room accessories, kitchen products, home fabrics, lighting fixtures and gift items, plus alternative payment plans, post-sales services. Tepe Emlak İnşaat Yat. A.Ş. was established in 1996 for property appraisal and management of real estates. The main operations of Tepe Emlak are preparation of investment plans, land development and planning, preparing the architectural, electrical, structural and mechanical designs as well as the interior designs and decoration projects, leasing of the shops, stores and restaurants and managing shopping centers, which are the main components of developing shopping centers. Tepe İnşaat Annual Report 2009 157 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) TAV Havalimanları Holding A.Ş. (formerly known as “TAV Havalimanları İşletme A.Ş”.) (“TAV”) which was established in 1997 under the name of Tepe Akfen Vie Yatırım Yapım ve İşletme A.Ş. in Turkey for the purpose of reconstructing the İstanbul Atatürk Airport (International Lines Building) and operating it for a limited period of 66 months, has been accounted by using proportionate consolidation method in the accompanying consolidated financial statements. On 7 August 2006, the company’s name has been changed to TAV Havalimanları Holding A.Ş. The immediate parent and ultimate controlling party of TAV and its subsidiaries are Tepe Group and Akfen Group. In 2006, Tepe Group and Afken Group transferred their shares in TAV to IDB Infrastructure Fund L.P., Global Investment House KSCC and Global Opportunistic Fund II Company BSCC, Babcock Brown Turkish Airports LLC, and Goldman Sachs International with Share Sale and Purchase Agreements (“SSPA”). In February 2007, the Tepe Group and Akfen Group sold some of their shares representing 18.4% in the registered capital of TAV to public. TAV Yatırım Holding A.Ş. (“TAV Holding”) and its subsidiaries which was established in 1 July 2005 for the purpose of investing in the aviation and construction sector, has been accounted by using proportionate consolidation method in the accompanying consolidated financial statements. The TAV Holding Group’s operations comprise contracting and aviation activities. The TAV Holding Group has two wholly owned subsidiaries TAV Tepe Akfen Yatırım İnşaat ve İşletme A.Ş. and Tav Havacılık A.Ş. operating in contracting and aviation industries respectively. Bilenerji Bilkent Enerji Üretim San. ve Tic. A.Ş. which began to produce and sell energy on a commercial basis in 1995 has been accounted by using the equity method in the accompanying consolidated financial statements. Sports International Bilkent Fitness ve Spor Merkezi A.Ş. (“Sports International”) has been providing fitness and sports services since 1995. Sports International’s first club Ankara-Bilkent has been opened in 1995. Other clubs are: İzmir-Mavişehir and İstanbul-Ataköy clubs in 1998, İstanbul-Şişli club in 2001 and İstanbul-Kadıköy club in 2004. Tepe Servis ve Yönetim A.Ş.’s services include cleanup, technical operation, gardening, office support, marketing, installation and maintenance of alarm systems. The company began to operate in 2008. Bilintur Bilkent Turizm İnşaat ve Yatırım A.Ş. organized into two operating divisions-tourism and hotel services, and catering services. Moreover, in 2009 the Company has signed an agreement with the Ministry of Culture and Tourism regarding the management of the commercial areas of 56 museums and ruins in Turkey. The agreement term is 8 years and the forecasted turnover is 436 Million TL for the entire period of the agreement. 158 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 2. ADOPTION OF NEW AND REVISED STANDARDS The following new and revised Standards and Interpretations have been adopted in the current period and have affected the amounts reported and disclosures in these financial statements. Standards affecting presentation and disclosure in 2009 financial statements IAS 1 (as revised in 2007) Presentation of Financial Statements IAS 1(2007) has introduced terminology changes (including revised titles for the financial statements) and changes in the format and content of the financial statements. The Group presents in the consolidated statement changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. Improving Disclosures about Financial Instruments (Amendments to IFRS 7 Financial Instruments: Disclosures) The amendments to IFRS 7 expand the disclosures required in respect of fair value measurements and liquidity risk. The Group has elected not to provide comparative information for these expanded disclosures in the current year in accordance with the transitional reliefs offered in these amendments. Standards and Interpretations that are effective in 2009 with no impact on the 2009 financial statements The following new and revised Standards and Interpretations have also been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions or arrangements. Amendments to IFRS 2 Share-based Payment-Vesting Conditions and Cancellations The amendments clarify the definition of vesting conditions for the purposes of IFRS 2, introduce the concept of ‘non-vesting’ conditions, and clarify the accounting treatment for cancellations. IFRS 8 Operating Segments IFRS 8 is a disclosure Standard that has resulted in a redesignation of the Group’s reportable segments. Amendments to IAS 32, ‘Financial Instruments: Presentation’ Amendments relating to disclosure at puttable instruments and obligations arising on liquidation. The revisions to IAS 32 amend the criteria for debt/ equity classification by permitting certain puttable financial instruments and instruments (or components of instruments) that impose on an entity an obligation to deliver to another party a pro-rata share of the net assets of the entity only on liquidation, to be classified as equity, subject to specified criteria being met. 159 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Amendments to IAS 39 Financial Instruments: Re- The amendments provide clarification on two cognition and Measurement-Eligible Hedged Items aspects of hedge accounting: identifying inflation as a hedged risk or portion, and hedging with options. Embedded Derivatives (Amendments to IFRIC 9 and IAS 39) The amendments clarify the accounting for embedded derivatives in the case of a reclassification of a financial asset out of the ‘fair value through profit or loss’ category as permitted by the October 2008 amendments to IAS 39 Financial Instruments: Recognition and Measurement. IFRIC 15 Agreements for the Construction of Real Estate The Interpretation addresses how entities should determine whether an agreement for the construction of real estate is within the scope of IAS 11 Construction Contracts or IAS 18 Revenue and when revenue from the construction of real estate should be recognized. IFRIC 16 Hedges of a Net Investment in a Foreign Operation The Interpretation provides guidance on the detailed requirements for net investment hedging for certain hedge accounting designations. IFRIC 18 Transfers of Assets from Customers (adopted in advance of effective date of transfers of assets from customers received on or after 1 July 2009) The Interpretation addresses the accounting by recipients for transfers of property, plant and equipment from ‘customers’ and concludes that when the item of property, plant and equipment transferred meets the definition of an asset from the perspective of the recipient, the recipient should recognize the asset at its fair value on the date of the transfer, with the credit recognized as revenue in accordance with IAS 18 Revenue. Improvements to IFRSs (2008) In addition to the changes affecting amounts reported in the financial statements described above, the Improvements have led to a number of changes in the detail of the Group’s accounting policies-some of which are changes in terminology only, and some of which are substantive but have had no material effect on amounts reported. The majority of these amendments are effective from 1 January 2009. 160 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Standards and Interpretations that are issued but not yet effective in 2009 and have not been early adopted IFRS 3 ‘Business Combinations’ (2008) IFRS 3 (2008) is effective for business combinations where the acquisition date is on or after the beginning of the first annual period beginning on or after 1 July 2009. The main impact of the adoption will be as follows: a) to allow a choice on a transaction-by-transaction basis for the measurement of minority interests (previously referred to as ‘minority’ interests) either at fair value or at the minority interests’ share of the fair value of the identifiable net assets of the acquire. b) to change the recognition and subsequent accounting requirements for contingent consideration. c) to require that acquisition-related costs be accounted for separately from the business combination, generally leading to those costs being recognized as an expense in profit or loss as incurred. The Group will apply IFRS 3 (revised) prospectively to all business combinations from 1 January 2010 if it is necessary. IFRS 9 ‘Financial Instruments: Classification and Measurement’ In November 2009, the first part of IFRS 9 relating to the classification and measurement of financial assets was issued. IFRS 9 will ultimately replace IAS 39 Financial Instruments: Recognition and Measurement. The standard requires an entity to classify its financial assets on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset, and subsequently measure the financial assets as either at amortized cost or at fair value. The new standard is mandatory for annual periods beginning on or after 1 January 2013. The Group has not had an opportunity to consider the potential impact of the adoption of this standard. IAS 24 (2009) ‘Related Party Disclosures’ In November 2009, IAS 24 Related Party Disclosures was revised. The revision to the standard provides government-related entities with a partial exemption from the disclosure requirements of IAS 24. The revised standard is mandatory for annual periods beginning on or after 1 January 2011. The Group has not yet had an opportunity to consider the potential impact of the adoption of this revised standard. IAS 27 (2008) ‘Consolidated and Separate Financial Statements’ IAS 27 (revised) is effective for annual periods beginning on or after 1 July 2009. Accordance with revised standards, change in the Group’s control of change which does not have any impact on change in the ownership rate, increase or decrease should be accounted for Shareholder’s Equity. The Group will apply IAS 27 (revised) prospectively to transactions with minority interests from 1 January 2010 if it is necessary. Tepe İnşaat Annual Report 2009 161 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) IFRIC 17 ‘Distributions of Non-cash Assets to Owners’ IFRIC 17 is effective for annual periods beginning on or after 1 July 2009. The interpretation provides guidance on the appropriate accounting treatment when an entity distributes assets other than cash as dividends to its shareholders. The Group has not yet had an opportunity to consider the potential impact of the adoption of this interpretation. IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ IFRIC 19 is effective for annual periods beginning on or after 1 July 2010. IFRIC 19 addresses only the accounting by the entity that issues equity instruments in order to settle, in full or part, a financial liability. The Group has not yet had an opportunity to consider the potential impact of the adoption of this interpretation. Improvements to IFRSs (2009) As part of the Annual Improvement project, in addition to the amendments mentioned above, other amendments were made to various standards and interpretations. These amendments are effective for annual periods beginning on or after 1 January 2010. The Group has not yet had an opportunity to consider the potential impact of the adoption of these amendments. IAS 32 (amendments) ‘Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements’ The amendments to IAS 32 and IAS 1 are effective for annual periods beginning on or after 1 February 2010. The amendments address the accounting for rights issues (rights, options or warrants) that are denominated in a currency other than the functional currency of the issuer. Previously, such rights issues were accounted for as derivative liabilities. However, the amendment requires that, provided certain conditions are met, such rights issues are classified as equity regardless of the currency in which the exercise price is denominated. The Group has not yet had an opportunity to consider the potential impact of the adoption of this amendment. IFRIC 14 (amendments) ‘Pre-payment of a Minimum Funding Requirement’ Amendments to IFRIC 14 are effective for annual periods beginning on or after 1 January 2011. The amendments affect entities that are required to make minimum funding contributions to a defined benefit pension plan and choose to pre-pay those contributions. The amendment requires an asset to be recognized for any surplus arising from voluntary pre-payments made. The Group has not yet had an opportunity to consider the potential impact of the adoption of this amendment. 162 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) IFRS 1 (amendments) ‘First-time Adoption of IFRS-Additional Exemptions’ Amendments to IFRS 1 which are effective for annual periods on or after 1 July 2010 provide limited exemption for first time adopters to present comparative IFRS 7 fair value disclosures. The amendments to IFRS 1 is not applicable to the Group as it is not a first time adoptor of IFRS. 3. SIGNIFICANT ACCOUNTING POLICIES Statement of compliance The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). Basis of preparation The financial statements have been prepared on the historical cost basis except for the revaluation of certain non-current assets and financial instruments. Basis of presentation of consolidated financial statements The Company and its Turkish subsidiaries maintain their books of account and prepare their statutory financial statements in accordance with accounting principles in the Turkish Commercial Code and tax legislation. The accompanying consolidated financial statements are based on the statutory records, with adjustments and reclassifications, for the purpose of fair presentation in accordance with IFRS. One of the joint ventures of the Group maintains its books of account and prepares its statutory financial statements in accordance with accounting principles of Dutch Commercial Code and tax legislation. The financial statements of the joint venture are based on the statutory records, and the audited financial statements of the joint venture prepared in accordance with IFRS is not available therefore the unaudited financial statements prepared based on the statutory records are taken into account in the accompanying consolidated financial statements. Measurement and reporting currency TAV Havalimanları Holding A.Ş. and its joint ventures (“TAV”) uses EUR and TAV Yatırım Holding A.Ş. (“TAV Holding”) uses USD to a significant extent in, or has a significant impact on, the operations of the TAV and TAV Holding and reflect the economic substance of the underlying events and circumstances relevant to these groups. Therefore, TAV uses the EUR and TAV Holding uses USD in measuring items in their financial statements in accordance with IAS 21 (“The Effects of Changes in Foreign Exchange Rates”). Tepe İnşaat Annual Report 2009 163 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) In preparing the financial statements of the individual entities, according to IAS 21, transactions in currencies other than entity’s functional currency (EUR and USD) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined. Any related exchange component of that gain or loss is recognized in the translation reserve accounts under the equity. According to IAS 21, EUR and USD balances of the balance sheet (except equity accounts) are revaluated according to Turkish Central Bank EUR and USD buying rate (31 December 2009: EUR 1 = TRY 2.1603, USD 1 = TRY 1.5057; 31 December 2008: EUR 1 = TRY 2.1408, USD 1 = TRY 1.5123); EUR and USD balances of the income statement are revaluated according to average rates in the year (31 December 2009: EUR 1 = TRY 2.1508, USD 1 = TRY 1.5457; 31 December 2008: EUR 1 = TRY 1.8969, USD 1 = TRY 1.2976). Capital and capital reserves are transferred from equity accounts with their historical nominal costs and any related exchange component of that gain or loss is also recognized in capital translation gain-loss accounts under equity. Translation of consolidated financial statements to presentation currency (US Dollars): The accompanying consolidated financial statements are presented in US Dollars. The Company’s and its major subsidiaries’ functional currency is Turkish Lira. However, the Group’s management decided to present its consolidated financial statements in US Dollars by using the following procedures of International Accounting Standard No. 21 “The Effects of Changes in Foreign Exchange Rates” (“IAS 21”): (a) Assets and liabilities for each balance sheet presented (i.e., including comparatives) are translated at the closing rate at the date of that balance sheet; (b) Income and expenses for each income statement (i.e., including comparatives) are translated at average exchange rates for the period; and (c) All resulting exchange differences are recognized as a separate component of equity Inflation accounting The financial statements of the Company and its Turkish subsidiaries for the periods before 1 January 2006 were adjusted to compensate for the effect of changes in the general purchasing power of the Turkish Lira based on IAS 29. Turkish Economy is accepted to come off its highly inflationary status as of 1 January 2006. Based on this consideration, IAS 29 has not been applied in the preparation of the consolidated financial statements since 1 January 2006. Amounts expressed in the measuring unit current at 31 December 2005 were treated as the basis for the carrying amounts after 1 January 2006. 164 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Consolidation The details of the Company’s subsidiaries at 31 December 2009 and 2008 are as follows: 31 December 2009 Proportion of ownership interest 31 December 2008 Proportion of Proportion of voting power ownership held interest Proportion of voting power held Name of Subsidiary Principal Activity Betopan Yapı Malzemeleri San.Tic.A.Ş. Production of construction materials 89.9 % 97.5 % 89.9 % 97.5 % Bilan Bilkent Ankara Tepe Otel İşletmeciliği A.Ş. (*) (former Tepe Finansal Kiralama A.Ş). Hotel administration 82.2 % 92.4 % 82.2 % 92.4 % Bilintur Bilkent Turizm İnşaat Yat. A.Ş. Hotel administration, catering and management of museums and ruins 71.6 % 82.2 % 75.2 % 88.8 % Sports Inter. Bilkent Fitness ve Spor Merkezi A.Ş. Fitness and health center 85.8 % 89.8 % 86.1 % 89.8 % Tepe Emlak İnşaat Yat. A.Ş. Property appraisal and management of real estates 76.4 % 76.9 % 76.4 % 76.9 % Tepe Home Mobilya ve Dekoras- Sale of furniture and home decoyon Ürünleri Tic. A.Ş. ration products 75.5 % 79.9 % 75.5 % 79.9 % Tepe Mobilya Sanayi Tic. A.Ş. Production, purchase and sale of furniture 92.6 % 95.3 % 92.6 % 95.3 % Tepe Prefabrik İnş. San. ve Tic. A.Ş. Production of prefabricated containers 93.0 % 100.0 % 93.0 % 100.0 % Tepe Savunma ve Güvenlik Sist. San. A.Ş. Security systems and services 87.9 % 100.0 % 87.9 % 100.0 % Tepe Servis ve Yönetim A.Ş. Property management, support and security services 94.2 % 100.0 % 94.2 % 48.0 % (*) In 2008, within the article of association, principal activity and name of Tepe Finansal Kiralama A.Ş. has been changed. The details of the Company’s associates at 31 December 2009 and 2008 are as follows: 31 December 2009 Name of associate Principal Activity BilEnerji Bilkent Enerji Üretim Production of electricity Otoprodüksiyon San. ve Tic. A.Ş. from natural gas Proportion of ownership interest 15.1 % 31 December 2008 Proportion of Proportion voting power of ownership held interest 33.3 % 18.1 % Proportion of voting power held 33.3 % The details of the Company’s jointly controlled and proportionally consolidated ventures at 31 December 2009 and 2008 are as follows: 31 December 2009 Proportion of ownership interest 31 December 2008 Proportion of Proportion voting power of ownership held interest Proportion of voting power held Name of associate Principal Activity Hyper Foreign Trade Holland N.V Foreign trade 50.0 % 50.0 % 50.0 % 50.0 % TAV Havalimanları Holding A.Ş. Airport administration 26.3 % 26.7 % 26.3 % 26.7 % TAV Yatırım Holding A.Ş. Construction 47.4 % 47.4 % 47.4 % 47.4 % Tepe İnşaat Annual Report 2009 165 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The consolidated financial statements incorporate the financial statements of the Company and entities controlled or jointly controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority shareholders in excess of the interests of minority shareholders in the subsidiary’s equity are allocated against the interests of the Group except to the extent that the minority shareholders have a binding obligation, and is able to make an additional investment to cover the losses. Business combinations The acquisition of subsidiaries and businesses are accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3, “Business Combinations” are recognized at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, “Non-Current Assets Held for Sale and Discontinued Operations”, which are recognized and measured at fair value less costs to sell Goodwill arising on acquisition is recognized as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognized. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognized immediately in profit or loss. The interest of minority shareholders in the acquiree is initially measured at the non controlling shareholders’ proportion of the net fair value of the assets, liabilities and contingent liabilities recognized. Investment in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. 166 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations”. Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are not recognized. Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. Interests in joint ventures A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Where a group entity undertakes its activities under joint venture arrangements directly, the Group’s share of jointly controlled assets and any liabilities incurred jointly with other venturers are recognized in the financial statements of the relevant entity and classified according to their nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or use of the Group’s share of the output of jointly controlled assets, and its share of joint venture expenses, are recognized when it is probable that the economic benefits associated with the transactions will flow to/from the Group and their amount can be measured reliably. Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly controlled entities. The Group reports its interests in jointly controlled entities using proportionate consolidation, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5. The Group’s share of the assets, liabilities, income and expenses of jointly controlled entities are combined with the equivalent items in the consolidated financial statements on a line-by-line basis. Where the Group transacts with its jointly controlled entities, unrealized profits and losses are eliminated to the extent of the Group’s interest in the joint venture. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of the acquisition. Goodwill on acquisitions of associates is included in ‘investments in associates’ and is tested for impairment as part of the overall balance. Separately recognized goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocations made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Tepe İnşaat Annual Report 2009 167 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates, and other similar allowances. Sale of goods Revenue from sale of goods is recognized when all the following conditions are satisfied: • The Group has transferred to the buyer the significant risks and rewards of ownership of the goods; • The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • The amount of revenue can be measured reliably; • It is probable that the economic benefits associated with the transaction will flow to the entity; and • The costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract. The stage of completion of the contract is determined as follows: • Installation fees are recognized by reference to the stage of completion of the installation, determined as the proportion of the total time expected to install that has elapsed at the balance sheet date; • Servicing fees included in the price of products sold are recognized by reference to the proportion of the total cost of providing the servicing for the product sold, taking into account historical trends in the number of services actually provided on past goods sold; and • Revenue from time and material contracts is recognized at the contractual rates as labour hours are delivered and direct expenses are incurred. Revenue from construction contracts is recognized in accordance with the accounting policy outlined below. Dividend and interest revenue Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount. Dividend revenue from investments is recognized when the shareholders’ rights to receive payment have been established. 168 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Rental income Rental income from investment properties is recognized on a straight-line basis over the term of the relevant lease. Sports center services income Sports center services income is recognized when services are provided. Group defers revenue for collections from membership contracts until the services have been provided. There are no deferred costs related to these revenues. Aviation income Aviation income is recognised based on the daily reports obtained from related airline companies for terminal service income charged to passengers, as well as for ramps utilised by aircraft and checkin counters utilised by the airlines. Area allocation income Area allocation income is recognised by the issuance of monthly invoices based on the contracts made for allocated areas in the terminal. Commission The Group subcontracts the right to operate certain duty free operations and the catering services to third parties. The third parties pay the Group a specified percentage of their sales for the right to operate these concessions. The commission revenue is recognised based on the sales reports provided from the subcontractor entities in every 2 to 3 days. Construction contracts Contract costs are recognized when incurred. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are likely to be recoverable. When the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognized over the period of the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately. Variations in contract work, claims and incentive payments are included in contract revenue to the extent that they have been agreed with the customer and are capable of being reliably measured. The Group uses the ‘percentage-of-completion method’ to determine the appropriate amount to recognize in a given period. The stage of completion is measured by reference to the contract costs incurred up to the balance sheet date as a percentage of total estimated costs for each contract. Costs incurred in the year in connection with future activity on a contract are excluded from contract costs in determining the stage of completion. They are presented as inventories, prepayments or other assets, depending on their nature. Tepe İnşaat Annual Report 2009 169 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The Group presents as an asset the gross amount due from customers for contract work for all contracts in progress for which costs incurred plus recognized profits (less recognized losses) exceed progress billings. Progress billings not yet paid by customers and retention are included within “trade and other receivables”. The Group presents as a liability the gross amount due to customers for contract work for all contracts in progress for which progress billings exceed costs incurred plus recognized profits (less recognized losses). The Group receives advances when the sales agreements are made for the real estate sales. Advances and costs for off plan sales of real estate units are recognized in income statement when the unit is ready for occupation and handed over to the buyer. Retention receivables from contractors The Group’s interim progress billings from its clients are subject to retention deductions, which vary, based on the individual agreements. These balances are collected from the clients upon completion of the contract at the end of the warranty period. Retention payables to subcontractors The Group’s interim progress billings to its sub-contractors may be subject to retention deductions, which vary, based on the individual agreements. These payables are paid to subcontractors after they complete the guarantee periods. Non-current assets classified as held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a minority interest in its former subsidiary after the sale. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Inventories Inventories are stated at the lower of cost and net realizable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventories held by the method most appropriate to the particular class of inventory, with the majority being valued on weighted average basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs necessary to make a sale. When the net realizable value of inventory is less than cost, the inventory is written down to the net realizable value and the expense is included in statement of income/(loss) in the period the write-down or loss occurred. When the circumstances that previously caused inventories to be written down below cost no longer exist or when there is clear evidence of an increase in net realizable value because of changed economic circumstances, the amount of the write-down is reversed. The reversal amount is limited to the amount of the original write-down. 170 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Undelivered real estate units are recognized as work in process and finished good inventories regarding the construction phases. Property, plant and equipment Property, plant and equipment except lands which are stated in the balance sheet at their revalued amounts, are carried at cost less accumulated depreciation and any accumulated impairment losses. Land is not depreciated and carried at their revalued amounts less accumulated impairment. Properties in the course of construction for production, rental or administrative purposes, or for purposes not yet determined, are carried at cost, less any recognized impairment loss. Cost includes professional fees capitalized in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use. Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss. Lands are stated in the balance sheet at their revalued amounts, being the fair value at the date of revaluation, less any subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the balance sheet date. Any revaluation increase arising on the revaluation of such land is credited in equity to the properties revaluation reserve, except to the extent that it reverses a revaluation decrease for the same asset previously recognized in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation of such lands is charged to profit or loss to the extent that it exceeds the balance, if any, held in the properties revaluation reserve relating to a previous revaluation of that asset. Intangible assets Intangible assets acquired separately Intangible assets acquired separately are reported at cost less accumulated amortization and accumulated impairment losses. Amortization is charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Tepe İnşaat Annual Report 2009 171 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Computer software Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their estimated useful lives (three to five years). Costs associated with developing or maintaining computer software programmes are recognized as an expense as incurred. Costs that are directly associated with the development of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Costs include the software development employee costs and an appropriate portion of relevant overheads. Computer software development costs recognized as assets are amortized over their estimated useful lives (not exceeding three years). Intangible assets acquired in a business combination Intangible assets acquired in a business combination are identified and recognized separately from goodwill where they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately. Investment property Investment properties, which are properties, held to earn rentals and/or for capital appreciation are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the balance sheet date. Gains or losses arising from changes in the fair values of investment properties are included in the profit or loss in the year in which they arise. Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement or disposal of an investment property are recognized in profit or loss in the year of retirement or disposal. Transfers are made to or from investment property only when there is a change in use. For a transfer from investment property to owner occupied property, the deemed cost for subsequent accounting is the fair value at the date of change in use. If owner occupied property becomes an investment property, the Group accounts for such property in accordance with the policy stated under property, plant and equipment up to the date of change in use. No assets held under operating lease have been classified as investment properties. 172 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. DHMİ licence which has indefinite useful life is tested for impairment annually.An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Service concession arrangements TAV Esenboğa and TAV İzmir are bound by the terms of the Build-Operate-Transfer (“BOT”) Agreements made with DHMİ. According to the BOT agreements, TAV Esenboğa and TAV İzmir have guaranteed passenger fee to be received from DHMİ. The agreements cover a period up to January 2015 for TAV İzmir and May 2023 for TAV Esenboğa. A BOT agreement was executed between TAV Tbilisi and JSC on 6 September 2005 for the operations of airport (both international, domestic terminals and parking-apron-taxi ways). The agreement covers a period up to August 2027. A BOT agreement was executed between TAV Tunisia and OACA on 18 May 2007, for the operation of existing Monastir Habib Bourguiba Airport and new Enfidha Airport (International, domestic terminals and parkingapron-taxi-ways). The concession periods of both airports will end in May 2047. Under IFRIC 12 “Service Concession Arrangements” an operator recognises an intangible asset or financial asset received as consideration for providing construction or upgrade services or other items. Amortisation of the airport operation right is calculated on a straight line basis over the BOT periods of each project from the date of commencement of physical construction of the terminal. Intangible assets The Group recognizes an intangible asset arising from a service concession agreement when it has a right to charge for usage of concession infrastructure. Intangible assets received as consideration for providing construction or upgrade services in a service concession agreement are measured at fair value upon initial recognition. Subsequent to initial recognition the intangible asset is measured at cost less accumulated amortisation and accumulated impairment losses. The airport operation right as an intangible asset is initially recognised at cost, being the fair value of consideration transferred to acquire the asset, which is the fair value of the consideration received or receivable for the construction services delivered. The fair value of the consideration received or receivable for the construction services delivered includes a mark-up on the actual costs incurred to reflect a margin consistent with other similar construction work. Mark-up rates for TAV İzmir, TAV Esenboğa, TAV Tbilisi, TAV Tunisia and TAV Gazipaşa are 0%, 0%, 15%, 5% and 0%, respectively. Tepe İnşaat Annual Report 2009 173 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The consideration receivable for the construction services delivered includes direct costs of construction and borrowing and other similar costs that are directly related to the construction of the airport and related infrastructure. Amortisation of the airport operation right is calculated on a straight line basis. For TAV Tunisia and TAV Gazipaşa, no amortisation has been calculated as the construction of the airport is still in progress. The estimated useful life of an intangible asset in a service concession arrangement is the period from when it is available for use to the end of the concession period. Financial assets The Group recognizes the guaranteed passenger fee amount due from DHMİ as financial asset which is determined by the agreements with TAV Esenboğa and TAV İzmir. Financial assets are initially recognised at fair value. Fair value of financial assets are estimated as the present value of all future cash receipts discounted using the prevailing market rate of instrument. Accounting for operations contract (TAV İstanbul) The costs associated with the operations contract primarily include rental payments and payments made to enhance and improve Atatürk Domestic Airport Terminal (referred to as “ADAT”). TAV İstanbul prepaid certain rental amounts and the prepayment is deferred as prepaid rent and is recognised over the life of the prepayment period. The expenditures TAV İstanbul incurs to enhance and improve the domestic terminal are recorded as prepaid development expenditures and are being amortised over the life of the associated contract. Any other costs associated with regular maintenance are expensed in the period in which they are incurred. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred. Taxation and deferred income taxes Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity basis. Income tax expense represents the sum of the tax currently payable and deferred tax. 174 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases which is used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date. Since, the Group companies, except Tav Havalimanları Holding A.Ş. and Tav Yatırım Holding A.Ş. and their subsidiaries, transfer the funds obtained as a result of their operations to Bilkent University in the form of donations as tax deductible expense in profit and loss and it is not probable that sufficient taxable profits will be available; provision is set for the deferred tax assets. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Current and deferred tax for the period Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to items credited or debited directly to equity, in which case the tax is also recognized directly in equity, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost. Tepe İnşaat Annual Report 2009 175 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Retirement pay provision Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily leaving the Group. Such payments are considered as being part of defined retirement benefit plan as per International Accounting Standard No. 19 (revised) “Employee Benefits” (“IAS 19”). The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial gains and losses. Leasing-the Group as lessee Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lesser is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on borrowing costs. Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. Financial assets All financial assets are recognized and derecognized on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value. Financial assets are classified into the following specified categories: financial assets as ‘at fair value through profit or loss’ (FVTPL), ‘held-to-maturity investments’, ‘available-for-sale’ (AFS) financial assets and ‘loans and receivables’. Effective interest method The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognized on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL. 176 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Financial assets at FVTPL Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term. Assets in this category are classified as current assets. Held-to-maturity investments Investments in debt securities with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortized cost using the effective interest method less impairment, with revenue recognized on an effective yield basis. Available-for-sale financial assets Investments other than held-to-maturity debt securities and held for trading securities are classified as available-for-sale, and are measured at subsequent reporting dates at fair value except available-for-sale investments that do not have quoted prices in active markets and whose fair values cannot be reliably measured are stated at cost and restated to the equivalent purchasing power. Gains and losses arising from changes in fair value are recognized directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognized in equity is included in the profit or loss for the period. Impairment losses recognized in profit or loss for equity investments classified as available-for-sale are not subsequently reversed through profit or loss. Impairment losses recognized in profit or loss for debt instruments classified as available-for-sale are subsequently reversed if an increase in the fair value of the instrument can be objectively related to an event occurring after the recognition of the impairment loss. Loans and receivables Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and receivables”. Loans and receivables are measured at amortized cost using the effective interest method less any impairment. Impairment of financial assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss. Tepe İnşaat Annual Report 2009 177 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of available-for-sale equity securities, any increase in fair value subsequent to an impairment loss is recognized directly in equity. Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments which their maturities are three months or less from date of acquisition and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Derecognition of financial assets The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received. Financial liabilities Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities. Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. 178 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Derecognition of financial liabilities The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. Derivative financial instruments and hedge accounting The Group’s activities expose it primarily to the financial risks of changes in foreign exchange rates and interest rates. Derivative financial instruments are initially measured at fair value on the contract date, and are remeasured to fair value at subsequent reporting dates. Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, for forecast transactions, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to profit or loss for the period. Provisions Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. 4. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINITY Critical judgments in applying the entity’s accounting policies Use of Estimates The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Tepe İnşaat Annual Report 2009 179 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Management periodically reviews the cost of certain inventories and their realizable value to assess for potential impairment. The impairment calculation requires management to estimate future cash flows expected to arise from the sale of inventories and the estimated selling price less estimate costs of completion and costs necessary to make the sale. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is discussed below: Revenue Recognition The Group uses the percentage of completion method in accounting for its project contracts. Use of the percentage of completion method requires the Group to estimate the proportion of work performed to date as a proportion of the total work to be performed and the Management’s judgment that the use of costs to date in proportion to total estimated costs provided the most appropriate measure of percentage of completion. Project cost estimates The Group uses project managers to estimate the costs to complete construction contracts. Factors such as escalation of material prices, labor costs and other costs are included in the project cost estimates based on the Management’s best estimate. Contract variations Contract variations are recognized as revenues to the extent that it is probable that they will result in revenue which can be reliably measured. This required the exercise of judgment by management based on the prior experience, application of contract terms and relationship with the contract owner’s. 5. DIVIDENDS Dividends receivable are recognized as income in the period when they are declared. The Group does not recognize any dividends payable. As explained in detail on Note 29, the Group is transferring revenues obtained as a result of their operations to Bilkent University as donations. 180 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 6. CASH AND CASH EQUIVALENTS Cash on hand Demand deposits Time deposits Other cash equivalents 31 December 2009 840,275 35,772,417 58,767,519 1,253,815 96,634,026 Restated 31 December 2008 635,084 24,497,724 34,094,931 249,717 59,477,456 As at 31 December 2009, the interest rates applicable to TRY time deposits are between 1%-11% (2008: 6.5%-15%). As at 31 December 2009, the interest rates applicable to foreign currency time deposits are between 0.01%-25% (2008: 1%-6.75%). As at 31 December 2009, maturity of time deposits is between 1 to 34 days. (2008: 1 to 330 days). Cash and cash equivalent in the amount of USD 145,878,578 (2008: USD 109,470,585) is separately accounted for under ‘Other Assets’ as this balance is restricted from being used to fund continuing operations and to settle any part of the Group’s liability. Details of time deposits are as follows: TRY USD EUR QAR OMR 31 December 2009 17,594,437 19,682,029 14,669,456 4,659,862 2,161,735 58,767,519 Restated 31 December 2008 5,467,712 16,539,389 12,016,049 71,781 34,094,931 31 December 2009 5,596,323 26,350,499 31,946,822 Restated 31 December 2008 12,678,259 25,346,692 38,024,951 7. OTHER FINANCIAL ASSETS Current Non-current 181 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) a) Held for trading non-derivative financial assets (i) b) Derivatives designated and effective as hedging instruments carried at fair value (ii) c) Available for sale investments in unlisted securities (iii) 31 December 2009 3,188,694 Restated 31 December 2008 687,943 2,407,629 26,350,499 31,946,822 11,990,316 25,346,692 38,024,951 (i) Mainly composed of investment funds (ii) Mainly composed of foreign currency forward contracts (iii) The Group’s shares in its available for sale investments and unconsolidated subsidiaries as of 31 December 2009 and 2008 are as follows: Company Ankara Teknoloji Geliştirme Bölgesi Kurucu ve İşletici A.Ş. Antepe Sağlık ve Turizm Hizmet Tic. Danış. A.Ş. Batı Karadeniz Elektrik Dağıtım A.Ş. Meteksan Matbacılık ve Teknik Sanayi ve Ticaret A.Ş. Tepe United Kingdom PLC BTA Havalimanları Yiyecek ve İçecek Hizmetleri A.Ş. C.B.Spolka Ogzaniczona Odpowiedzia (Tepe Akfen Reformer S.P.Zoo) Ati Servicess SA Meteksan Savunma Sanayi A.Ş. Other Provision for diminution in value of available for sale investments 31 December 2009 31 December 2008 4,606,475 1,515,589 580,491 4,911,961 233,449 1,080,048 4,586,372 1,499,046 577,957 4,890,524 232,431 1,075,335 1,433,490 10,953,676 806,681 3,265,466 1,428,163 10,905,872 803,161 2,355,634 (3,036,827) 26,350,499 (3,007,803) 25,346,692 182 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 8. TRADE RECEIVABLES a) Current trade receivables Trade receivables Retention receivables (*) Notes receivables Trade receivables from related parties (Note: 9) Guaranteed passenger fee receivable from DHMİ (**) Amounts due from customers under construction contracts (Note: 18) Other trade receivables Allowance for doubtful receivables (-) b) Non-current trade receivables Trade receivables Retention receivables (*) Notes receivables Trade receivables from related parties (Note: 9) Guaranteed passenger fee receivable from DHMİ (**) Allowance for doubtful receivables (-) 31 December 2009 Restated 31 December 2008 75,135,166 15,761,134 8,206,010 6,374,058 8,231,409 91,382,773 1,933,737 13,571,169 10,017,892 8,595,438 77,623,364 2,026,098 (9,264,897) 184,092,342 72,565,722 757,544 (8,553,258) 190,271,017 31 December 2009 Restated 31 December 2008 26,500,832 10,346,968 7,461,269 800,073 50,654,804 (12,769,240) 82,994,706 22,118,910 19,547,175 704,445 980,924 58,100,001 (12,719,022) 88,732,433 (*) Retention receivables are the guarantees which are held by the employer by deducting from each interim payment certificate with a ratio according to the construction contract. Retentions will be released upon completion of construction projects. (**) Guaranteed passenger fee receivable represents the remaining discounted guaranteed passenger fee to be received from DHMİ according to the agreements made for the operations of Ankara Esenboğa Airport and İzmir Adnan Menderes Airport as a result of IFRIC 12 application. During the period, the Group transferred USD 2,913,851 (2008: USD 6,304,689) of trade receivables to an unrelated entity. As part of the transfer, the Group provided the transferee a credit guarantee over the expected losses of those receivables. Accordingly, the Group continues to recognize the full carrying amount of the receivables and has recognized the cash received on the transfer as a secured borrowing (see Note 20). At the reporting date, the carrying amount of the transferred short-term receivables is USD 2,973,624 (2008: USD 5,540,747). The carrying amount of the associated liability is USD 2,973,624 (2008: USD 5,540,747). As of 31 December 2009, trade receivables of USD 248,100,138 (2008: USD 258,735,604) were neither past due nor impaired. 183 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The average credit periods for construction operations, furniture production and sales, container production and sales, and hotel and catering services are 70 days, 30 days, 30 days and 45 days respectively (2008: 80 days, 60 days, 25 days, 45 days respectively) and no interest is charged on the overdue trade receivables arising from these operations of the Group except hotel and catering services in which interest is charged at 25% per annum. The average credit period for building material sales and sport center service sales is between 30-45 days (2008: 15-30 days). For sport centre service sales, no interest is charged on the trade receivables for the first 60 days from the date of the invoice, thereafter, interest is charged at 25% per annum on the outstanding balance. For building material sales starting from 5 days after maturity date of invoices, interest is charged at 25% per annum on the outstanding balance. The average credit periods for airport administration services is 30 days with interest charge of %10 for domestic currency receivables, and %3 for foreign currency receivables per annum on the outstanding balance. Collaterals received in relation to trade receivables that are neither past due nor impaired is as follows: Guarantee letters Mortgages Cheques and notes Other 31 December 2009 8,442,452 3,596,334 940,172 96,444 13,075,402 Restated 31 December 2008 8,732,420 5,121,338 1,062,099 83,538 14,999,395 As of 31 December 2009, trade receivables of USD 18,986,910 (2008: USD 20,267,846) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables are as follows: Up to 3 months 3 to 6 months Over 6 months 31 December 2009 6,979,849 2,676,870 9,330,191 18,986,910 Restated 31 December 2008 9,028,360 1,010,195 10,229,291 20,267,846 Collaterals received in relation to trade receivables that are past due is as follows: Guarantee letters Mortgages Cheques and notes 31 December 2009 1,776,190 12,220,230 309,944 14,306,364 Restated 31 December 2008 738,885 7,873,107 27,800 8,639,792 184 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The provision for trade receivables is provided based on estimated irrecoverable amounts from the sale of goods and services given, determined by reference to past default experience. Movements in the allowance for current doubtful receivables during 2009 and 2008 are as follows: Balance at the beginning of the year Impairment losses recognized on receivables Amounts recovered during the year Foreign currency exchange differences Closing balance 1 January31 December 2009 (8,553,258) (784,750) 128,240 (55,129) (9,264,897) Restated 1 January31 December 2008 (6,194,761) (5,009,328) 708,347 1,942,484 (8,553,258) Movements in the allowance for non-current doubtful receivables during 2009 and 2008 are as follows: Balance at the beginning of the year Impairment losses recognized on receivables Foreign currency exchange differences Closing balance 1 January31 December 2009 (12,719,022) (50,218) (12,769,240) 1 January31 December 2008 (17,972,222) (157,199) 5,410,399 (12,719,022) As of 31 December 2009, trade receivables of USD 22,034,137 (2008: USD 21,272,280) were impaired. Major portion of these trade receivables have been outstanding for more than one year. 9. RELATED PARTY TRANSACTIONS The immediate parent and ultimate controlling party respectively of the Group is Bilkent Holding A.Ş.. Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Trade receivables from related parties arise mainly from sale transactions and these receivables are unsecured in nature and bear no interest. Other receivables from related parties arise mainly from financing transactions which are unsecured in nature and bear interest regarding the current market conditions. Trade payables to related parties arise mainly from purchase transactions and these payables are unsecured in nature and bear no interest. Other payables to related parties arise mainly from financing transactions which are unsecured in nature and bear interest regarding the current market conditions. Details of transactions between the Group and other related parties are disclosed below. Balances with related parties Ankara Teknoloji Geliştirme Bölgesi Kurucu ve İşletici A.Ş. Akfen Holding A.Ş. ATÜ Georgia LLC Bilen Bilkent Enerji Yatırımları A.Ş. Bilkent Üniversitesi Bilkent Holding Cyprus Airport Services Ltd. Kirazlı Konutları Adi Ortaklığı LLC Sabha Int. Airport Project Meteksan Matbaacılık ve Teknik San. Tic. A.Ş. ODTC JV Sera Yapı Endüstri ve Tic. A.Ş. Sky Oryx TAV Gözen havacılık İşletme Ticaret A.Ş. Knauf İnşaat ve Yapı Elemanları San. ve Tic. A.Ş. Other 31 December 2009 Receivables Current Non Current Trading Non Trading Trading Non Trading 935,896 1,498,244 614,480 563,937 2,302,798 897 180,288 8,471 160,186 578,420 862,579 571,379 381,839 16,249 515,087 221,653 163,166 89,386 419,164 117,820 6,374,058 2,463,871 800,073 563,93 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 185 Balances with related parties Ankara Teknoloji Geliştirme Bölgesi Kurucu ve İşletici A.Ş. Akfen Turizm Yat. ve İnş. A.Ş. ATU (Akfen Tepe Unimetal) Turizm İşletmeciliği A.Ş. CAS Bilen Bilkent Enerji Yatırımları A.Ş. Bilkent Holding A.Ş. Bilkent Üniversitesi Dilek İnşaat ve Ticaret A.Ş. Kirazlı Konutları Adi Ortaklığı LLC Sabha Int. Meteksan Matbaacılık ve Teknik San. Tic. A.Ş. ODTC JV Riva İnş.Tur. Tic. İşl. Paz. A.Ş. Sera Yapı Endüstri ve Tic. A.Ş. TAV Gaziantep Otopark Yapım yatırım ve İşletme A.Ş. TAV Gözen havacılık İşletme Ticaret A.Ş. TAV Tiflis Tepe Akfen Reform Ltd. Tepe Stroi Tepe Yorum Adi ortaklığı Other Restated 31 December 2008 Receivables Current Non Current Trading Non Trading Trading Non Trading 473,956 19,900 253,091 1,046,550 150,097 516,746 477 - 14,655,973 6,283,615 449,761 187,385 725 386,549 648,260 112,585 36,309 2,004,814 594,375 370,411 96,586 597,730 154,732 3,025,799 141,559 320,488 245,287 328,153 461,733 34,458 10,017,892 4,741,499 980,924 17,857,789 186 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Balances with related parties Ankara Teknoloji Geliştirme Bölgesi Kurucu ve İşletici A.Ş. Bilkent Holding A.Ş. Akfen Turizm Yat. ve İnş. A.Ş Ati Servicess SA ATÜ Georgia LLC Bilkent Enerji Üretim Otoprodüksiyon San. ve Tic. A.Ş. Bilkent Sigorta Aracılık Hizmetleri A.Ş. Bilkent Üniversitesi CCC & TAV JV Dilek İnşaat ve Ticaret A.Ş. IBS Sigorta İhsan Doğramacı Vakfı LLC Sabha Int. Airport Project Meteksan Matbaacılık ve Teknik San. Tic. A.Ş. Meteksan Savunma Sky Oryx TGS Yer Hizmetleri A.Ş. Tepe Erkut Adi İş Ortaklığı Tepe Knauf İnşaat ve Yapı Elemanları San. Other 31 December 2009 Payables Current Non Current Trading Non Trading Trading Non Trading 1,741 361,422 7,755,666 634,361 8,924,193 261,016 3,614,002 284,922 657,216 72,956 2,299,465 1,178,613 6,248,013 1,675,961 743,840 2,414,418 89,787 1,867,608 18,053 2,730,129 440,990 48,999 1,928,959 3,574,995 11,566 40,591 72,979 91,709 71 7,800,678 7,436,557 743,911 32,063,095 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 187 Sky Oryx Tepe Orman Ürünleri Other Balances with related parties Ati Servicess SA ATU (Akfen Tepe Unimetal) Turizm İşletmeciliği A.Ş. Bilkent Enerji Üretim Otoprodüksiyon San. ve Tic. A.Ş. Bilkent Holding A.Ş. Bilkent Sigorta Aracılık Hiz. A.Ş. Dilek İnşaat ve Ticaret A.Ş. IBS Sigorta Meteksan Matbaacılık ve Teknik San. Tic. A.Ş. ODTC JV 1,111,608 193,448 106,343 5,915,361 1,441,824 41,222 15,954,303 - 776,367 17,117,694 Restated 31 December 2008 Payables Current Non Current Trading Non Trading Trading Non Trading 8,899,507 1,233,361 3,565,372 275,897 642,402 9,990,375 2,917,111 375,193 3,247,521 1,531,188 33,222 959,337 1,646,060 - 188 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 95,618 Dilek İnşaat ve Ticaret A.Ş. Tepe Akfen Reform Ltd. 325,790 - 33,654 - 43,740,557 16,681,859 493,242 - Other - TGS 700,881 - - - 431,764 Tepe Knauf İnşaat ve Yapı Elemanları San. Tepe Erkut Adi İş Ortaklığı Tepe Grubu United Kingdom PLC 450,274 - 5,160 - - 195,671 2,427,279 203,793 1,647,668 1,776,752 493,248 8,386,163 - - 484,824 256,743 Purchases 4,247,144 Sera Yapı Endüstri ve Tic. A.Ş. Sky Oryx - 236,562 1,264,045 Riva İnş.Tur. Tic. İşl. Paz. A.Ş. Meteksan Savunma Sanayi A.Ş. Meteksan Matbaacılık ve Teknik San. Tic. A.Ş. - 22,640 İBS Sigorta 19,933 Bilkent Sigorta Aracılık Hizmetleri A.Ş. 8,120,144 Bilkent Üniversitesi BilEnerji Bilkent Enerji Üretim Otoprodüksiyon San. ve Tic. A.Ş. 1,361,786 24,888,403 518,127 Bilkent Holding A.Ş. ATU (Akfen Tepe Unimetal) Turizm İşletmeciliği A.Ş. Artı Döviz A.Ş. 1,326,761 8,347 Akfen Turizm Yat. ve İnş. A.Ş. Ankara Teknoloji Geliştirme Bölgesi Kurucu ve İşletici A.Ş. Sales Transactions with related parties - 353,555 - - - - - - - 2,285 129,106 - 468,772 - - - 882,090 262,155 - - 349 Interest given 383,305 2,098,312 142,059 - - - - - - - 174,508 - - - 1,098 - - - 65,138 - - - 502 Interest received - 564,251 - - 1,090 - Other expenses 16,882 - - - 925 5,105 - - - - - - - 28,240 745,563 1,650,014 5,490 - - - - 6,366 - - - - - - - 77,771 - 1,033,521 227,103 387,821 - - 41,012 - Other income 1 January-31 December 2009 803,029 29 - - - - - - - - - - - - - - - - - 803,000 - - Dividend received Tepe İnşaat Annual Report 2009 189 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Bilkent Üniversitesi 19,894 - Tepe Knauf İnşaat ve Yapı Elemanları San. Other Tepe Yorum Adi Ortaklığı Tepe Stroi 189,465 - 2,463,229 83,449,904 17,359,219 - 91,895 104,161 - 89 135,244 - - - - 146,241 - - - 699,851 - - 1,356,447 - - - 33,551 - Interest received 383,003 762,215 43,995 3,316,604 - 379,122 Tepe Grubu United Kingdom PLC - - 5,784,620 2,727,960 Sky Oryx Tepe Construction Tepe Ekintaş Ortak Girişimi 30,016 393,416 Riva İnş.Tur. Tic. İşl. Paz. A.Ş. Sera Yapı Endüstri ve Tic. A.Ş. 716,564 2,458,688 - 1,816,973 - 175,410 1,008,481 365,609 18,661 20,499,151 136,456 Meteksan Savunma Sanayi A.Ş. Meteksan Matbaacılık ve Teknik San. Tic. A.Ş. IBS Sigorta Dilek İnşaat ve Ticaret A.Ş. Bilsigorta Bilkent Sigorta Aracılık Hiz. A.Ş. 8,353,807 3,351,223 - - 374,089 193,595 Purchases 9,552,814 85,921 Bilkent Holding A.Ş. 25,704,037 ATU (Akfen Tepe Unimetal) Turizm İşletmeciliği A.Ş. 381,049 1,125 11,480,910 Sales BilEnerji Bilkent Enerji Üretim Otoprodüksiyon San. ve Tic. A.Ş. Artı Döviz Ticaret A.Ş. Akfen Turizm Yat. ve İnş. A.Ş Ankara Teknoloji Geliştirme Bölgesi Kurucu ve İşletici A.Ş. Transactions with related parties 11,637 - - - - Other income - - - - - Other expenses - 75,190 - - 8,092 - - - - - - - - - - 732 1,527 - - - - - - - - - - - - - - 48,944 555,530 3,417,945 2,457,752 2,621 - - - - - - - - - 3,305 169,486 - 125,416 - - 228,346 3,322,294 2,407,281 - 25,940 - 416 - Interest given Restated 1 January-31 December 2008 376,125 56,982 - - - - - - - - - - - - - - - - - - 319,143 - Dividend received 190 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 191 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 10. INVENTORIES Raw materials Work in process (*) Finished goods (**) Trade goods Other inventories Allowance for impairment on inventory (-) 31 December 2009 12,237,282 63,268,399 5,414,717 28,654,894 1,685,254 (758,461) 110,502,085 Restated 31 December 2008 9,712,166 30,427,224 21,606,275 27,041,823 1,320,461 (928,373) 89,179,576 (*) Work in processes is mainly composed of the continuing housing project of Maltepe Narcity residence project and Tepe Prime project as of 31 December 2009 (2008: Maltepe Narcity Project). (**) As of 31 December 2009, finished goods are mainly composed of completed houses regarding Maltepe Narcity residence project (2008: Maltepe Narcity Project). Movement of allowance for impairment on inventory is as follows: Balance at the beginning of the year Provisions released Foreign currency exchange differences Closing balance 1 January31 December 2009 (928,373) 169,490 422 (758,461) 1 January31 December 2008 (2,778,342) 1,408,833 441,136 (928,373) 31 December 2009 4,655,779 4,957,758 18,290 2,598,468 6,987 12,237,282 Restated 31 December 2008 4,170,923 3,406,469 951,747 1,161,613 21,414 9,712,166 Details of raw materials are as follows: Construction work inventories Furniture inventories Building material inventories Catering inventories Other 192 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Details of trade goods are as follows: Construction work inventories Furniture inventories Duty free inventories Other 31 December 2009 828,063 23,875,741 2,881,673 1,069,417 28,654,894 Restated 31 December 2008 1,551,624 21,946,094 2,622,186 921,919 27,041,823 11. OTHER RECEIVABLES AND CURRENT ASSETS Income accruals VAT deductible and carried forward Other receivables from related parties (Note: 9) Prepaid expenses Prepaid taxes and dues Other VAT Other receivables Order advances given Deposits and guarantees given Business advances given Restricted bank accounts (*) Prepaid concession expenses Allowance for other doubtful receivables (-) Other 31 December 2009 489,881 9,936,315 2,463,871 8,203,761 1,729,318 5,299,501 6,234,936 32,926,939 1,846,053 572,770 145,878,578 44,181,771 (2,878,536) 9,110,319 265,995,477 Restated 31 December 2008 108,397 11,929,325 4,741,499 6,559,215 7,127,477 5,172,919 37,348,066 50,484,563 1,789,541 4,785,582 109,470,585 47,834,222 (1,940,752) 3,852,769 289,263,408 (*) USD 108,202,537 of the restricted bank accounts are mainly resulting from funding requirements of certain projects. Some of the subsidiaries of the Tav Havalimanları Holding A.Ş., a jointly controlled entity, namely TAV İstanbul, TAV Esenboğa, TAV İzmir, TAV Tunisia, TAV Tbilisi and ATÜ (together the “Borrowers”) opened these accounts designated mainly to reserve required amount of debt services, lease payment to DHMİ based on agreements with their lenders. As a result of pledges regarding the project bank loans, all cash except for cash on hand are classified in these accounts. Based on these agreements, the Group can access and use such restricted cash but all withdrawals from the project accounts are upon the lenders’ consent. Interest rates are in the range of 0.10%-3.70% (31 December 2008: 1.50%-7.49%) for EUR reserves, in the range of 0.17%-1.50% (31 December 2008: 0.11%-1.77%) for USD reserves, and in the range of 4.25%-10.50% (31 December 2008: 13.75%-20.50%) for TRY reserves. 193 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Movements in the allowance for other doubtful receivables during 2009 and 2008 are as follows: 1 January31 December 2009 (1,940,752) (932,225) 28,450 (34,009) (2,878,536) Balance at the beginning of the year Impairment losses recognized on receivables Amounts recovered during the year Foreign currency exchange differences Closing balance 1 January31 December 2008 (3,191,378) (110,461) 713,111 647,976 (1,940,752) 12. INVESTMENTS IN ASSOCIATES Details of the Group’s associates at 31 December 2009 are as follows: Ownership interest (%) Place of Proportion incorporation 31 December 31 December of voting and operation 2009 2008 power held Investments in Bilenerji Bilkent Enerji Üretim Otoprodüksiyon San. ve Tic. A.Ş. Turkey 15.1% 18.1% Principal activity Energy 33.3% production Summarized financial information in respect of the Group’s associates is set out below: Total assets Total liabilities Net assets Group’s share of associates’ net assets 31 December 2009 10,583,679 7,229,668 3,354,011 506,461 Restated 31 December 2008 13,012,156 10,007,639 3,004,517 544,424 Revenue Loss for the year Group’s share of associates’ profit/(loss) for the year 1 January31 December 2009 21,394,947 (2,907,160) (438,986) Restated 1 January -31 December 2008 22,626,739 (12,134,802) (2,198,849) 17,994,750 78,875 18,073,625 32,455,037 Accumulated depreciation and impairment Opening balance as of 1 January 2009 (restated) Translation effect Effect of change in Group structure (**) Charge for the year Impairment of aircraft (***) Disposals Transfers Closing balance as of 31 December 2009 Carrying value as of 31 December 2009 145,678 550,447 2,775 13,679 566,901 709,469 3,110 712,579 14,620,563 4,631,841 24,073 8,161 846,672 (1,060,210) 4,450,537 20,250,380 90,245 223,010 21,465 (1,514,000) 19,071,100 Buildings 26,268,118 95,266,459 620,473 161,919 5,847,908 (5,495,351) (18,475) 96,382,933 122,654,587 701,420 5,201,797 311,766 (6,192,462) (26,057) 122,651,051 Machinery and Equipment 17,915,873 14,282,722 138,709 259,159 2,985,311 1,170,093 (837,938) 17,998,056 26,785,883 124,954 9,536,764 675,544 (1,209,216) 35,913,929 Vehicles 14,791,779 40,488,469 291,103 124,872 4,426,443 (2,131,269) 18,475 43,218,093 55,095,336 274,458 4,811,951 288,044 (2,495,289) 35,372 58,009,872 Furniture and Fixtures 84,866,546 12,055,456 222,531 5,327,352 (217,935) 17,387,404 94,378,249 483,558 5,988,411 (378,799) 1,782,531 102,253,950 363,268 664,633 19,443 613 168,082 (264,952) 587,819 1,025,956 29,501 234,450 6,209 (345,029) 951,087 21,419,766 - 7,764,787 14,566 15,165,643 2,119,580 (1,651,739) (1,993,071) 21,419,766 Leasehold Other Fixed Construction Improvements Assets in Progress 212,846,628 185,934,777 1,397,982 554,724 19,615,447 1,170,093 (10,007,655) 198,665,368 387,201,512 1,910,032 41,162,026 4,640,971 (14,106,919) (9,094,401) (201,225) 411,511,996 Total (*) The remaining portion of transfer amounting to USD 201,225 comprises the transfer to intangible assets. (**) USD 1,796,737 of total cost is due to the acquisition of Riva İnşaat Turizm Ticaret İşletme ve Pazarlama A.Ş. shares and USD 1,256,457 of total cost is due to the acquisition of 6% of TAV Tbilisi shares in 2009. (Note 38) (***) During the period, the Group carried out a review of the recoverable amount of its leased aircraft based on market prices.The review led to the recognition of an impairment loss of USD 1,170,093 that has been recognized in statement of comprehensive income. 58,536,865 188,220 1,218,363 (320,385) (9,094,401) 50,528,662 Cost value Opening balance as of 1 January 2009 (restated) Translation effect Additions Effect of change in Group structure (**) Disposals Property revaluation loss Transfers (*) Closing balance as of 31 December 2009 Land Land Improvements 13. PROPERTY, PLANT AND EQUIPMENT 194 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) (165,906) 16,505 (11,764) 550,447 40,542,115 Carrying value as of 31 December 2008 15,618,539 (3,624) (1,155,293) 997,295 (33,470) 4,631,841 4,826,933 (47,175) (5,757,414) 366,230 (409,074) 7,705 20,250,380 26,090,108 Buildings 27,388,128 20,037 (25,368,825) 114,519 6,007,319 (6,165,592) 95,266,459 120,659,001 (163,201) (29,120,924) 10,590,001 (7,893,987) 962,697 122,654,587 148,280,001 Machinery and Equipment 12,503,161 (41,143) (3,011,852) 3,786 3,441,084 (714,511) 14,282,722 14,605,358 (303,916) (3,949,225) 2,460,064 (960,742) 14,507 26,785,883 29,525,195 Vehicles 14,606,867 (34,027) (11,835,002) 4,983,228 (3,989,403) 40,488,469 51,363,673 (61,496) (14,907,857) 4,677,257 (4,160,955) 218,900 55,095,336 69,329,487 82,322,793 9,653 (3,156,459) 4,955,890 (95,226) 12,055,456 10,341,598 34,449 (23,752,123) 1,850,993 (244,072) 10,250,206 94,378,249 106,238,796 361,323 (5,208) (127,030) 149,355 (9,625) 664,633 657,141 (16,226) (157,731) 303,339 (11,830) (146,656) 1,025,956 1,055,060 7,764,787 - - 1,605 (931,911) 16,246,917 (405,177) (11,551,459) 7,764,787 4,404,812 Furniture and Leasehold Other Fixed Construction Fixtures Improvements Assets in Progress (*) The remaining portion of transfer amounting to USD 244,100 comprises transfer to intangible assets. 159,022 711,612 (5,370,460) 17,994,750 (215,249) (11,763) 709,469 19,252 (15,888,284) 871,143 58,536,865 23,365,210 936,481 73,534,754 Accumulated depreciation and impairment Opening balance as of 1 January 2008 (restated) Effect of change in the consolidation structure Translation effect Impairment Charge for the year Disposals Closing balance as of 31 December 2008 Cost value Opening balance as of 1 January 2008 (restated) Effect of change in the consolidation structure Translation effect Additions Disposals Transfers from construction in progress (*) Closing balance as of 31 December 2008 Land Land Improvements 201,266,735 (54,312) (50,190,827) 118,305 20,550,676 (11,019,591) 185,934,777 226,530,526 (536,708) (94,680,718) 37,365,944 (14,097,600) (244,100) 387,201,512 459,394,694 Total Tepe İnşaat Annual Report 2009 195 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 196 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The following useful lives are used in the calculation of depreciation: Useful life 5-50 years 5-20 years 2-33 years 2-15 years 1-15 years 3-50 years 5-7 years Buildings Land improvements Machinery and equipment Vehicles Furniture and fixtures Leasehold improvements Other fixed assets Depreciation expense of USD 13,228,386 (2008: USD 13,609,718) has been charged to ‘cost of goods sold’, USD 2,357,295 (2008: USD 2,555,055) to ‘selling and marketing costs’ and USD 4,029,766 (2008: USD 4,504,208) to ‘administrative expenses’. As of 31 December 2009, as a guarantee for the loans obtained, mortgage has been issued on land and buildings amounting to USD 207,634,522, based on the consideration values of fixed assets per loan agreements (2008: USD 195,124,446). 14. INVESTMENT PROPERTY Leasehold Buildings Improvements Total Cost value and valuation Opening balance as of 1 January 2009 Translation difference Additions Closing balance as of 31 December 2009 58,205,633 255,136 1,974,206 60,434,975 224,833,829 985,524 225,819,353 283,039,462 1,240,660 1,974,206 286,254,328 Accumulated depreciation and impairment Opening balance as of 1 January 2009 Translation difference (Loss) from fair value adjustments Closing balance as of 31 December 2009 Carrying value as of 31 December 2009 4,820,522 97,464 2,873,358 7,791,344 52,643,631 34,845,387 152,739 34,998,126 190,821,227 39,665,909 250,203 2,873,358 42,789,470 243,464,858 197 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Leasehold Buildings Improvements Cost value and valuation Opening balance as of 1 January 2008 Translation difference Additions Gain from fair value adjustments Closing balance as of 31 December 2008 Accumulated depreciation and impairment Opening balance as of 1 January 2008 Translation difference Charge for the year (Loss) from fair value adjustments Closing balance as of 31 December 2008 Carrying value as of 31 December 2008 Total 23,074,608 (11,925,497) 413,790 46,642,732 58,205,633 291,934,575 (67,100,746) 224,833,829 315,009,183 (79,026,243) 413,790 46,642,732 283,039,462 4,059,847 (1,213,409) 1,974,084 4,820,522 53,385,111 2,839,712 (6,056,337) 2,078,041 35,983,971 34,845,387 189,988,442 6,899,559 (7,269,746) 4,052,125 35,983,971 39,665,909 243,373,553 The fair values of the Nautilus and Bilkent Center have been arrived at on the basis of a valuation carried out by Pamir ve Soyuer Gayrimenkul Danışmanlık A.Ş. and Jones Lange Lasalle, independent valuers not connected with the Group in October 2008 and May 2010 respectively. The fair values are determined by using discounted cash flow method, based on rent contracts. Depreciation expense of USD 2,351,449 has been charged in ‘cost of goods sold’ and USD 1,700,676 in ‘administrative expenses’ in 2008. The property rental income earned by the Group from its investment property as of 31 December 2009 amounted to USD 21,161,629 (2008: USD 21,490,346). As of 31 December 2009, as a guarantee for the loans obtained, mortgage has been issued on investment property amounting to USD 45,194,561 (2008: USD 44,591,153), based on the consideration values of the investment property per loan agreements. 15. OTHER INTANGIBLE ASSETS Carrying value Other intangible assets Airport operation rights Total intangible assets 31 December 2009 Restated 31 December 2008 30,125,372 262,582,485 292,707,857 27,939,143 160,252,470 188,191,613 3,185,373 1,677,102 9,174 904,261 22,089 (9) 2,612,617 5,281,419 66,978 223,794 26,285 (1,711) 201,225 5,797,990 23,045,578 2,714,167 22,572 1,997,733 4,734,472 24,091,768 116,837 3,571,445 27,780,050 Customer Relations (*) 2,917,347 - 1,978,871 26,778 911,698 2,917,347 State Airports Administration License 197,848 901,838 6,584 49,504 957,926 1,015,014 5,761 134,999 1,155,774 Other Intangible Assets (*) Customer relations reflect the fair value of an existing customer base at the date of acquisition of the subsidiary. The management has used discounted future cash flows to estimate the fair value (**) Effect of acquisition of 6% of TAV Tbilisi shares in 2009. 779,226 2,826,361 19,105 253,065 3,098,531 Accumulated amortization Opening balance as of 1 January 2009 (restated) Translation effect Charge for the year Effect of change in the Group structure (**) Disposals Closing balance as of 31 December 2009 Carrying value as of 31 December 2009 3,691,539 16,181 170,037 3,877,757 Cost value Opening balance as of 1 January 2009 (restated) Translation effect Additions Effect of change in the Group structure (*) Additions due to merging of enterprises Disposals Transfers Closing balance as of 31 December 2009 Purchased Software and Rights Trademarks Costs 30,125,372 8,119,468 57,435 3,204,563 22,089 (9) 11,403,546 36,058,611 232,535 528,830 26,285 4,483,143 (1,711) 201,225 41,528,918 Total 198 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 3,604,317 973,519 3,360 (104,407) 806,489 (1,859) 1,677,102 3,044,086 10,506 (173,291) 2,163,925 (7,907) 244,100 5,281,419 21,377,601 1,363,027 4,704 (178,881) 1,525,317 2,714,167 28,986,928 30,771 (4,925,931) 24,091,768 Customer Relations (*) 1,978,871 - 2,043,480 7,052 (71,661) 1,978,871 State Airports Administration License 113,176 1,058,049 (260,395) 121,180 (16,996) 901,838 1,295,609 (297,794) 34,196 (16,997) 1,015,014 Other Intangible Assets (*) Customer relations reflect the fair value of an existing customer base at the date of acquisition of the subsidiary. The management has used discounted future cash flows to estimate the fair value. 865,178 3,353,704 (811,330) 285,173 (1,186) 2,826,361 Accumulated amortization Opening balance as of 1 January 2008 (restated) Effect of change in the consolidation structure Translation effect Charge for the year Disposals Closing balance as of 31 December 2008 Carrying value as of 31 December 2008 4,534,493 (1,042,247) 204,039 (4,746) 3,691,539 Cost value Opening balance as of 1 January 2008 (restated) Effect of change in the consolidation structure Translation effect Additions Disposals Transfers Closing balance as of 31 December 2008 Rights Purchased Software and Trademarks Costs 27,939,143 6,748,299 8,064 (1,355,013) 2,738,159 (20,041) 8,119,468 39,904,596 48,329 (6,510,924) 2,402,160 (29,650) 244,100 36,058,611 Total Tepe İnşaat Annual Report 2009 199 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 5,507,583 150,836 2,453,610 8,112,029 33,893,968 Accumulated amortization Opening balance as of 1 January 2009-restated Translation effect Effect of the change in the Group structure (*) Charge for the year Closing balance as of 31 December 2009 Carrying value as of 31 December 2009 (*) Effect of acquisition of 6% of TAV Tbilisi shares in 2009. 41,445,160 560,837 42,005,997 Ankara Esenboğa International Airport Cost value Opening balance as of 1 January 2009-restated Translation effect Effect of the change in the Group structure (*) Additions Closing balance as of 31 December 2009 AIRPORT OPERATION RIGHT 18,312,724 12,002,841 8,215,004 222,061 3,565,776 29,910,811 404,754 30,315,565 İzmir Adnan Menderes International Airport 24,843,991 5,807,554 2,632,497 6,193 2,148,757 1,020,107 18,566,084 (70,299) 12,155,760 30,651,545 Tiflis International Airport 181,074,979 - - 85,531,477 1,246,790 94,296,712 181,074,979 Enfidha International Airport 4,456,823 - - 1,154,022 15,616 3,287,185 4,456,823 Gazipaşa Airport 262,582,485 25,922,424 16,355,084 379,090 2,148,757 7,039,493 176,607,554 2,157,698 12,155,760 97,583,897 288,504,909 Total 200 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 3,116,610 (193,797) 2,584,770 5,507,583 35,937,577 Translation effect Charge for the year Closing balance as of 31 December 2008 Carrying value as of 31 December 2008 41,445,160 Opening balance as of 1 January 2008-restated Accumulated amortization Closing balance as of 31 December 2008 - (1,544,945) Additions 42,990,105 Translation effect Ankara Esenboğa International Airport Opening balance as of 1 January 2008-restated Cost value AIRPORT OPERATION RIGHT 21,695,807 8,215,004 3,756,667 (289,505) 4,747,842 29,910,811 17,436 (1,114,331) 31,007,706 İzmir Adnan Menderes International Airport 15,933,587 2,632,497 987,721 (229,595) 1,874,371 18,566,084 - (967,143) 19,533,227 Tiflis International Airport 85,531,477 - - - - 85,531,477 56,348,931 (1,087,833) 30,270,379 Enfidha International Airport 1,154,022 - - - - 1,154,022 1,154,022 - - Gazipaşa Airport 160,252,470 16,355,084 7,329,158 (712,897) 9,738,823 176,607,554 57,520,389 (4,714,252) 123,801,417 Total Tepe İnşaat Annual Report 2009 201 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 202 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The following useful lives are used in the calculation of amortization: Useful life 3-10 years 8-37 years Indefinite 3-5 years 10 years Rights Airport operation rights State airports administration license Other intangible assets Customer relations Amortization expense of USD 9,080,153 (2008: USD 8,959,707) has been charged in ‘cost of goods sold’, USD 163,866 (2008: USD 113,735) in ‘selling and marketing costs’ and USD 1,000,037 (2008: USD 993,875) in ‘administrative expenses’. 16. OTHER NON-CURRENT ASSETS Other non-trade receivables Other receivables from related parties (Note: 9) Prepaid expenses Prepaid concession expenses Withholding tax related to construction projects Deposits and guarantees given VAT deductible and carried forward Advances given Deferred commission cost Other non-current assets 31 December 2009 43,612,563 563,937 1,012,071 40,466,568 2,514,677 1,643,447 2,650,769 4,532,441 800,782 97,797,255 Restated 31 December2008 14,903,830 17,857,789 1,060,337 44,710,699 1,345,129 1,496,956 1,891,584 4,666,008 2,306,094 1,231,595 91,470,021 An analysis of the Group’s prepaid concession expenses as at 31 December 2009 and 31 December 2008 is as follows: 31 December 2009 Balance at 31 December 2008-restated Rent Payments Current year concession expense Translation effect Balance at 31 December 2009 Represented as current prepaid concession expense Represented as non-current prepaid concession expense Rent 78,795,505 39,353,090 (47,342,291) 1,066,262 71,872,566 43,022,070 Prepaid development expenditures 13,749,416 (1,159,700) 186,057 12,775,773 1,159,701 Total 92,544,921 39,353,090 (48,501,991) 1,252,319 84,648,339 44,181,771 28,850,496 11,616,072 40,466,568 203 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 31 December 2008 Balance at 31 December 2007 Rent Payments Current year concession expense Translation effect Balance at 31 December 2008 Represented as current prepaid concession expense Represented as non-current prepaid concession expense Rent 124,133,474 35,384,850 (51,327,967) (29,394,852) 78,795,505 46,690,005 Prepaid development expenditures 19,518,835 (1,147,352) (4,622,067) 13,749,416 1,144,217 Total 143,652,309 35,384,850 (52,475,319) (34,016,919) 92,544,921 47,834,222 32,105,500 12,605,199 44,710,699 17. JOINT VENTURES The Group has the following significant interest in joint ventures: a) a 26.3 per cent equity shareholding with equivalent voting power, in TAV Havalimanları Holding A.Ş., a joint venture established in Turkey and operating in airport administration sector. Current assets Non-current assets Current liabilities Non-current liabilities Income Expenses 31 December 2009 838,961,006 1,920,226,371 (538,302,769) (1,628,335,114) 592,549,494 31 December 2008 841,014,756 1,467,659,534 (580,345,451) (1,290,855,231) 437,473,608 1 January31 December 2009 1,278,123,583 (1,204,221,599) 73,901,984 1 January31 December 2008 1,196,522,844 (1,194,720,542) 1,802,302 b) a 47.4 per cent equity shareholding with equivalent voting power, in TAV Yatırım Holding A.Ş., a joint venture established in Turkey and operating in construction sector. Current assets Non-current assets Current liabilities Non-current liabilities 31 December 2009 483,294,186 94,272,068 (380,764,198) (130,876,101) 65,925,955 31 December 2008 402,610,467 94,376,963 (365,774,719) (81,111,806) 50,100,905 204 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Income Expenses 1 January31 December 2009 794,546,209 (773,795,923) 20,750,286 1 January31 December 2008 689,735,474 (637,264,959) 52,470,515 c) a 50 per cent equity shareholding with equivalent voting power, in Hyper Foreign Trade Holland N.V., a joint venture established in Holland. Current assets Non-current assets Current liabilities Non-current liabilities Income Expenses 31 December 2009 105,450 (5,082,375) (4.976,925) 31 December 2008 131,512 (4,871,448) (4,739,936) 1 January31 December 2009 (366,397) (366,397) 1 January31 December 2008 (472,612) (472,612) 31 December 2009 Restated 31 December 2008 1,172,671,831 (1,091,900,678) (4,924,344) 75,846,809 952,254,659 (882,328,613) (101,720) 69,824,326 18. CONSTRUCTION CONTRACTS Contracts in progress at balance sheet date Construction costs incurred plus recognized profits less recognized losses to date Less: progress billings Provisions Recognized and included in the accompanying consolidated financial statements as amounts due: From customers under construction contracts (Note: 8) To customers under construction contracts (Note: 19) 31 December 2009 77,623,364 (1,776,555) 75,846,809 Restated 31 December 2008 72,565,722 (2,741,396) 69,824,326 As of 31 December 2009, advances received from customers for contract work amounted to USD 6,203,892 (2008: USD 5,352,670). 205 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 19. TRADE PAYABLES a) Current trade payables Trade payables Notes payables Due to related parties (Note: 9) Amounts due to customers under construction contracts (Note: 18) Other trade payables 31 December 2009 72,245,990 18,797,245 7,800,678 Restated 31 December 2008 64,727,489 15,785,720 5,915,361 1,776,555 38,232 100,658,700 2,741,396 13,087 89,183,053 b) Non-current trade payables Trade payables Due to related parties (Note: 9) Other trade payables 31 December 2009 7,640,717 743,911 8,384,628 Restated 31 December 2008 3,914,716 27,884 3,942,600 The average credit period on purchases of certain goods related with the construction operations, building material production, security systems and services given, and sport center services given is between 68 days, 30 days, 45 days, and 30-45 days respectively. No interest is charged on the overdue trade payables arising due to these operations. The average credit period on purchases of certain goods related with the catering service given and furniture production and sales is between 3-4 months (2008: 3-4 moths). The average credit period on purchases of certain goods related with container production is 45 days. For catering and hotel service, no interest is charged on the trade payables for the first 150 days from the date of the invoice, thereafter, interest is charged at 20% per annum on the outstanding balance. For furniture production and sale, no interest is charged on the trade payables for the first 60 days from the date of the invoice, thereafter, interest is charged at 2% per annum on the outstanding balance. The average credit period for purchases of airport administration services is 30 days, no interest is charged on the on the outstanding trade payables for these purchases. 206 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 20. BORROWINGS Current borrowings Current bank loans Current installments of non-current loans Factoring payables Non-current borrowings Non-current bank loans Total borrowings 31 December 2009 Restated 31 December 2008 150,105,951 60,964,586 2,973,623 214,044,160 201,779,794 59,557,825 5,540,747 266,878,366 547,396,159 761,440,319 409,481,653 676,360,019 31 December 2009 214,044,160 102,336,701 95,963,472 64,842,033 284,253,953 761,440,319 Restated 31 December 2008 266,878,366 57,256,616 41,320,251 70,261,723 240,643,063 676,360,019 The borrowings are repayable as follows: Within one year Between 1-2 years Between 2-3 years Between 3-4 years More than 4 years The majority of the borrowings are arranged at floating rates, thus exposing the Group to cash flow interest rate risk. Spread for TL, EUR, USD, and AED denominated loans at 31 December 2009 is between 2.20%-19.68%, 1.54%-9.40%, 1.20%-9.50% and 4.25%-8.00%, respectively (31 December 2008: 16.20%-26.40%, 1.10%-12.00%, 1.20%-14.40% and 4.25%-7.40%, respectively). Certain Restrictions and Covenants of the Loans USD 11,136,500 of loans as of 31 December 2009 (2008: USD 22,273,000) drawn for the purpose of facilitating repayment of existing borrowings and financing of Kadıköy Shopping Center Construction are subject to certain guarantees including mortgage obligation of USD 100,000,000 (2008: USD 100,000,000) and TRY 100,000,000(USD 66,414,292 as of 31 December 2009 and USD 66,124,446 USD as of 31 December 2008) on land and building owned by Group companies. A pledge of 80% amounting to TRY 24,000,000 (2008: TRY 20,151,230) equivalent of USD 15,939,430 and USD 13,224,889 for December 2009 and 2008 respectively based on nominal shares and beneficial interest of 49% amounting to TRY 14,700,000 (2008: TRY 12,250,000) equivalent of USD 9,762,901 and USD 8,100,245 for December 2009 and 2008 respectively based on nominal shares on Bilenerji Bilkent Enerji Üretim Otoprodüksiyon San. ve Tic. A.Ş. shares exist on behalf of bank. Cheques given for guarantee of repayment amounting to USD 18,750,000 as of 31 December 2009 (2008: USD 37,500,000). In addition, rent income obtained from Kadıköy Shopping Center will be deposited to blocked accounts, equivalent to the amounts that will be deducted from the principal and interest payment obligations. Tepe İnşaat Annual Report 2009 207 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) On August 14, 2009, the Group has closed its loan facility from Goldman Sachs International (“GSI”) which has an outstanding principal loan balance of USD 90,000,000 and interest balance of USD 12,824,744 as of payment date with a lump sum early payment. The loan maturity was in September 2009. Upon closing of loan, put option of GSI has been cancelled and the collateral shares of TAV owned by the Company have been released. For closing this loan and releasing put option, the Company has borrowed USD 130,000,000. USD 70,000,000 of new loan is borrowed in three parts; USD 50,000,000, USD 10,000,000 and USD 10,000,000 with interest rates of libor+6%, libor+5.5% and libor+5.5% and with maturities of 5 years, 2 years and 18 months respectively. Loan is subject to the guarantee of the pledge over the 3.5% of the share capital of TAV Havalimanları A.Ş. in favour of Türkiye İş Bankası A.Ş.. The remaining balance, USD 60,000,000, has 8.85% interest rate and maturity of 1 year. A pledge of 3%, 10,910,000 number of nominal shares with a nominal amount of TL 4.08 on TAV Havalimanları Holding A.Ş. shares exist on behalf of bank for the related loan. On October 9, 2009, the Group has closed its loans from Taberna Europe P.L.C (“Taberna”) which have an outstanding principal loan balance of EUR 29,752,000 with an early payment. For closing this loan, the Company has borrowed EUR 15,000,000 with interest rate of 9.7 %. The amortized loan amount is equal to EUR 15,488,974 as of 31 December 2009. EUR 5,806,902 (2008: EUR 6,110,618) and USD 21,167,412 (2008: USD 22,274,318) of loans as of 31 December 2009 drawn for the refinancing of Bilkent Shopping Center located at Bilkent are subject to certain restrictive covenants including the requirement to maintain Debt Service Cover Ratio (“DSCR”); the net rental income for a rolling period of twelve months divided by the interest expense plus repayments for the next twelve months to be at least 110%, otherwise Company shall partially prepay the loan in such a way that DSCR will be at least 110%. In addition to financial ratios, there are certain guarantees established to secure repayment of the loan including first ranking mortgage over the property (Bilkent Shopping Center) in favor of the Bank for an amount equal to EUR 31,500,000 as of 31 December 2009 (2008: EUR 31,500,000) and first ranking pledge over the bank accounts that rent income from Bilkent Shopping Center deposited. Certain restrictions on the transactions entered into by the Group or its shareholders are as follows: Upon sale of property, the loan must be prepaid at once. The Group shall maintain full insurance coverage over the Property. The total outstanding loan amount shall not at any time be more than 65% of the open market value of the Property, whenever this happens borrower shall partially prepay the loan until required condition is satisfied. The Company shall not amend, surrender or alter any lease where the rent exceeds 5% of the annual rental income of the property. Loan drawn for financing of İstanbul Maltepe residences is subject to certain guarantees including first ranking mortgage obligation of USD 25,000,000 on land. The Company has blocked and pledged bank accounts in banks in favor of the Lender, in order to assure the repayment of loans. The Company also shall maintain full insurance coverage over the constructions. In the case that the Company operates the business center that will be built under the terms of the İstanbul Maltepe Project, the rent income of all the properties belonging to the Company will be transferred to the Lender. 208 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) TAV İstanbul has bank loan in the amount of EUR 445,862,338 (2008: EUR 429,198,354) under the facility agreement. The terms of the loan require monthly principal and interest payments for the first year and semi-annual principal and interest payments on 4 July and 4 January of each year according to the loan agreements. TAV Esenboğa has a bank loan in the amount of EUR 144,048,218 (2008: EUR 145,947,192) under loan agreement. The terms of the loan require semi-annual principal and interest payments at each 30 June and 31 December according to the loan agreements starting from 31 December 2007 for interest and 30 June 2008 for principal. TAV İzmir has bank loans in the amount of EUR 75,881,835 (2008: EUR 90,439,436) under loan agreements. The terms of the loan require semi-annual principal and interest payments at each 23 January and 23 July according to the loan agreements. For the project loans of TAV İstanbul, TAV İzmir and TAV Esenboğa in case of an event of default, the banks have the right to take control of the shares. Upon the occurrence of any event of default, the banks can demand the sale of shares by way of public auction in accordance with the applicable provisions of the Bankruptcy and Execution Law of the Republic of Turkey or by way of private auction among the nominees. In addition, the banks have the right to take control of the receivables of project companies (disclosed as the restricted bank accounts in Note 11) in order to perform its obligations under the loan documents, in case of an event of default. Immediately upon the occurrence of default, and all payments relating to assigned receivables shall be made to the banks which shall be entitled to collect the assigned receivables and exercise all rights with respect to assigned receivables. In case of an event of default, the banks have the right to control the bank accounts of project companies in order to perform its obligations under the loan documents. Upon the occurrence of event of default project companies shall be entitled to set-off and apply the whole or any part of the cash standing to the credit of the accounts and any interests, proceeds and other income that may accrue or arise from the accounts. With the consent of the facility agent, TAV İstanbul, TAV İzmir and TAV Esenboğa have a right to have an additional subordinated debt approved in advance by the Facility Agent, indebtedness up to USD 0.5 million for the acquisition cost of any assets or leases of assets, indebtedness up to USD 3 million for the payment of tax and social security liabilities. EUR 174,823,100 (2008: EUR 174,768,637) of the above mentioned loans are included to the accompanying financial statements of the Group due to proportional consolidation of TAV. TAV Havalimanları Holding A.Ş. utilised a bank loan amounting to USD 115,000,000 (equivalent to EUR 81,238,089 at 31 December 2008) with an interest rate of Libor+1.85% and maturity of November 2012 from Türkiye İş Bankası A.Ş. In relation to such loan, HAVAŞ shares with a nominal amount of TRY 44,994,667 corresponding to 99.98% of the capital have been pledged in favour of Türkiye İş Bankası A.Ş.. However, the voting right for these shares remains at TAV Holding. USD 30,196,585 (2008: EUR 21,331,416) of the above mentioned loans are included to the accompanying financial statements of the Group due to proportional consolidation of TAV. TAV Tunisia has bank loan in the amount of EUR 373,687,430 (2008: EUR 378,514,760) under loan agreements. TAV Tunisia has granted share pledge, account pledge and pledge of rights from the Concession Agreement to the lenders. TAV Tunisia has a right to have additional indebtedness; with a maturity of less than one year for an aggregate amount not exceeding EUR 3,000,000 (up to 1 January 2020) and not exceeding EUR 5,000,000 (thereafter), under finance or capital leases of equipment if the aggregate capital value of the equipment leased does not exceed EUR 5,000,000, incurred by, or committed in favour of, TAV Tunisia under an Equity Subordinated Loan Agreement, disclosed in writing by TAV Tunisia to the Intercreditor Agent and in respect of which it has given its prior written consent. USD 98,122,471 (2008: EUR 99,390,026) of the above mentioned loans are included to the accompanying financial statements of the Group due to proportional consolidation of TAV. 209 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 21. OBLIGATIONS UNDER FINANCE LEASES Minimum lease payments Restated 31 December 31 December 2009 2008 Present value of minimum lease payments Restated 31 December 31 December 2009 2008 Finance Lease Liabilities Amounts payable under finance leases 13,959,164 8,254,989 13,331,182 7,742,654 Within one year In the second to fifth years inclusive 3,354,121 10,605,043 2,747,920 5,507,069 3,008,004 10,323,178 2,429,122 5,313,532 (627,982) (512,335) - - 13,331,182 7,742,654 13,331,182 7,742,654 3,008,004 2,429,122 10,323,178 13,331,182 5,313,532 7,742,654 Less: Future finance charges Present value of minimum lease payments Less: Amounts due to settlement within twelve months (shown under current liabilities) Amounts due for settlement after 12 months Finance leases mainly relate to machinery and equipment and furniture and fixtures with lease term of 1-4 years. The fair value of finance lease liabilities is approximately equal to their carrying amount. 22. OTHER FINANCIAL LIABILITIES Interest rate swaps 31 December 2009 33,542,732 33,542,732 Restated 31 December 2008 25,907,752 25,907,752 210 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 23. ADVANCES RECEIVED a) Current Advances received from housing projects (*) Other order advances received b) Non-current Advances received from housing projects (*) Other order advances received 31 December 2009 Restated 31 December 2008 12,909 91,236,309 91,249,218 9,753,087 52,308,047 62,061,134 44,643,503 3,529,555 48,173,058 29,854,118 29,854,118 (*) As at 31 December 2009 USD 13,036,269 (2008: USD 9,734,357), USD 12,909 (2008: USD 18,730) and USD 31,607,234 of advance amounts received from continuing housing projects of Maltepe Narcity, Bilkent Bahçe and Tepe Prime Projects respectively. 24. OTHER PAYABLES AND EXPENSE ACCRUALS a) Current other payables and expense accruals Due to personnel Deferred income (*) Expense accruals Other payables due to related parties (Note: 9) Taxes and dues payable Social security premiums payable Deposits and guarantees received Provision for unused vacation TAV Tunisia concession payable (**) Other 31 December 2009 Restated 31 December 2008 8,156,485 16,474,691 14,780,599 7,436,557 10,387,337 5,373,665 1,550,018 3,655,325 4,313,642 7,067,320 79,195,639 7,594,396 15,087,409 9,079,255 15,954,303 7,982,283 4,971,639 3,924,590 2,786,692 1,558,995 14,408,413 83,347,975 (*) As of 31 December 2009 and 2008, balance mainly consists of the sports center membership fees. (**) According to the concession agreement, for the Monastir Airport, TAV Tunisia is obliged to pay 33.7% and 11.7% of the total revenues for 2008 and 2009 respectively, or minimum EUR 14.8 million per year will be paid to Tunisian government, as the concession rent expense (31 December 2008: 33.7%). 211 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 31 December 2009 Restated 31 December 2008 3,254,478 32,063,095 841,753 45,398,112 5,451,214 87,008,652 17,117,694 1,091,249 45,602,396 2,190,018 66,001,357 b) Other non-current liabilities and expense accruals Expense accruals Other payables due to related parties (Note: 9) Deposits and guarantees received Deferred income (*) Other (*) As of 31 December 2009 and 2008, balance mainly consists of the sports center membership fees. 25. PROVISION FOR EMPLOYMENT TERMINATION BENEFITS Under Turkish Labor Law, the Group is required to pay employment termination benefits to each employee who has qualified. Also, employees are required to be paid their retirement pay provisions who retired by gaining right to receive retirement pay provisions according to current 506 numbered Social Insurance Law’s 6 March 1981 dated, 2422 numbered, 25 August 1999 dated and 4447 numbered with 60th article that has been changed. Some transition provisions related to the pre-retirement service term was excluded from the law since the related law was changed as of 23 May 2002. The amount payable consists of one month’s salary limited to a maximum of USD 1,570.8 (2008: USD 1,437) for each period of service at 31 December 2009. The liability is not funded, as there is no funding requirement. The provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of employees. IAS 19 requires actuarial valuation methods to be developed to estimate the enterprise’s obligation under defined benefit plans. Accordingly, the following actuarial assumptions were used in the calculation of the total liability: The principal assumption is that the maximum liability for each year of service will increase parallel with inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects of future inflation. Consequently, in the accompanying financial statements as at 31 December 2009, the provision has been calculated by estimating the present value of the future probable obligation of the Group arising from the retirement of the employees. The provisions at the respective balance sheet dates have been calculated assuming an annual inflation rate of 4.80% and a discount rate of 11%, resulting in a real discount rate of approximately 5.92% (31 December 2008: 6.26%). The anticipated rate of forfeitures is considered. As the maximum liability is revised semi annually, the maximum amount of USD 1,611.9 effective from 1 January 2010 has been taken into consideration in calculation of provision from employment termination benefits (31 December 2008: USD 1,494.45 effective as of 1 January 2009). 212 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Provision at 1 January Service cost Interest cost Termination benefits paid Foreign currency exchange differences 1 January31 December 2009 5,047,709 3,404,090 1,361,871 (3,319,415) 182,746 6,677,001 Restated 1 January31 December 2008 6,111,285 3,856,083 279,839 (3,175,124) (2,024,374) 5,047,709 The charge of USD 1,634,325 (2008: USD 3,183,823) is included in administrative expenses, and the charge of USD 3,131,636 (2008: USD 952,099) is included in cost of services rendered. 26. TAXATION ON INCOME 31 December 2009 Restated 31 December 2008 11,737,534 (7,918,084) 3,819,450 7,795,069 (4,710,332) 3,084,737 10,710,891 7,808,719 (7,524,267) 3,186,624 (1,741,205) 6,067,514 Arising on income and expenses taken directly to equity: -Effective portion of changes in fair value of cash flow hedges (2,940,919) (1,572,898) Total deferred tax recognized directly in equity (2,940,919) (1,572,898) Current tax liability Current corporate tax provision Less: prepaid taxes and funds Tax expense/income comprises Current tax expense Deferred tax expense relating to the origination and reversal of temporary differences Total tax expense Income tax recognized directly in equity Deferred tax Corporate Tax The Turkish entities within the Group are subject to Turkish corporate taxes. Foreign entities are subject to taxation in accorance with the tax procedures and tax lagislations effective in the countires in which they operate. Provision is made in the accompanying financial statements for the estimated charge based on the Group’s results for the year. Tepe İnşaat Annual Report 2009 213 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting profit by adding back non-deductible expenses, and by deducting dividends received from resident companies, other exempt income and investment incentives utilized. The effective rate of tax in Turkey in 2009 is 20% (2008: 20%). Taxation for other countries is calculated at the rates prevailing in the relevant jurisdictions. In Turkey, advance tax returns are filed on a quarterly basis. The advance corporate income tax rate in 2009 is 20% (2008: 20%). Losses are allowed to be carried 5 years maximum to be deducted from the taxable profit of the following years. Tax carry back is not allowed. 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 authorities may, however, examine such returns and the underlying accounting records and may revise assessments within five years. Income Withholding Tax In addition to corporate taxes, companies should also calculate income withholding taxes and funds surcharge on any dividends distributed, except for companies receiving dividends who are Turkish residents and Turkish branches of foreign companies. Income withholding tax applied in between 24 April 2003-22 July 2006 is 10% and commencing from 23 July 2006, this rate has been changed to 15% upon the Council of Mininsters’ Resolution No: 2006/10731. Undistributed dividends incorporated in share capital are not subject to income withholding tax. Investment Incentives The application of investment incentives is revoked commencing from 1 January 2006. However, companies are allowed to offset their carried forward outstanding allowances as of 31 December 2005 against the 2006, 2007 and 2008’s taxable income in cases where they have insufficient taxable profits. Non-deductible investment incentives from the 2008’s taxable income cannot be carried forward to following years. Upon the resolution made by the Constitutional Court on 15 October 2009, the legal arrangement, which proposes to eliminate the vested rights was revoked on the basis of being contradictory to the constitution. Deadline of the investment incentive period is, thereby, ceased as of the reporting date. The related resolution was published in the Official Gazette on 8 January 2010. 214 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Taxation of Foreign Branches of TAV Havalimanları Holding A.Ş. Egypt, Tunisia, Libya, Qatar and Georgia are subject to corporate tax and withholding tax regimes effective in the relevant country Effective tax rates are as follows: Countries Egypt Tunisia (*) Libya (**) Qatar (**) Muscat Georgia Corporate Tax Rate % 20 30 15-40 10-35 12 15 Witholding Tax Rate % 10-15 10-15 - (*) According to concession agreement, TAV Tunisia is exempt from corporate tax for a period of 5 years starting from the concession agreement date. (**) Corporate tax rates in Qatar and Libya are determined based on a sliding scale as a function of net income. Deferred Tax The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between its financial statements as reported for IFRS purposes and its statutory tax financial statements. These differences usually result in the recognition of revenue and expenses in different reporting periods for IFRS and tax purposes and they are given below. For calculation of deferred tax asset and liabilities, the rate of 20% (2008: 20%) is used for companies domiciled in Turkey. 215 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) In Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax assets position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed separately. Restatement and depreciation/amortization differences of property, plant and equipment and other intangible assets Retirement pay provision Discount of accounts and notes receivable Discount of accounts and notes payable Provision for doubtful receivables Progress income/(expense)-net Property revaluation reserve Previous year project related costs Prepaid concession expenses Tax loss carry-forwards Derivative financial instruments Investment incentives Other Provision for deferred tax asset (*) 31 December 2009 Restated 31 December 2008 5,760,751 (924,044) (410,483) 166,560 (2,674,533) (14,130,841) 34,043,235 (6,344,834) 2,926,858 (13,479,771) (4,689,698) (8,600,129) 6,338 4,987,447 (783,135) (499,558) 161,796 (2,382,117) (9,496,753) 34,482,026 (3,242,808) 3,238,255 (18,646,846) (1,523,123) (128,354) 27,239,795 18,889,204 22,947,247 29,114,077 (*) The carrying amount of deferred tax assets are reviewed at each balance sheet date individually for Group companies. Since, the major part of the Group companies other than Tav Havalimanları Holding A.Ş. and Tav Yatırım A.Ş. and their subsidiaries, transfer the funds generated from their operations to Bilkent University as donations and it is not probable whether sufficient taxable profits will be available for these companies; provision is set for the deferred tax assets realized at these companies. 216 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Movement of deferred tax liabilities for year ended 31 December 2009 and 2008 are as follows: Movement of deferred tax liabilities: Opening balance Translation effect Effect of change in group structure Acquired in business combinations Charged to income Recognized in other comprehensive income Closing balance at the end of the year 1 January31 December 2009 Restated 1 January31 December 2008 29,114,077 (356,121) (117,855) 714,289 (7,524,267) (2,940,919) 18,889,204 43,058,299 (10,630,119) (1,741,205) (1,572,898) 29,114,077 Total charge for the year can be reconciled to the accounting profit as follows: Loss before tax Tax at the domestic income tax rate of 20 % (2008: 20%) Tax effects of: -revenue that is exempt from taxation -expenses that are not deductible in determining taxable profit -effect of carry forward tax losses -tax losses not recognized as deferred tax -effect of consolidation adjustments -remeasurement differences subject to taxation -effect of provision for deferred tax asset -effect of investment incentives -translation of non monetary items (IAS 21) -other Tax (income)/expense for the year 1 January31 December 2009 (46,507,233) Restated 1 January31 December 2008 (23,957,285) (9,301,447) (4,791,457) (247,307) (7,136,852) 6,831,520 4,682,883 1,684,441 2,463,970 3,573,426 2,655,086 (8,377,573) (41,525) (736,850) 3,186,624 9,945,331 638,446 2,150,356 (2,196,522) 1,885,982 6,654,303 (1,857,275) 775,202 6,067,514 217 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 27. COMMITMENTS AND CONTINGENCIES Letters of guarantee Notes payable given as guarantee Letter of credits Mortgages 31 December 2009 505,576,161 17,561,896 2,288,516 228,868,792 754,295,365 Restated 31 December 2008 438,846,305 16,489,275 18,707,065 247,588,706 721,631,351 With regards to Baku-Tblisi-Ceyhan Pipeline Construction’s Turkey portion, on 20 September 2002, Boru Hatları ile Petrol Taşıma A.Ş. (“Botaş”) entered into contracts with Tepe İnşaat Sanayi A.Ş. for EPC 004 Stations Construction Works (“Stations Contract”) and with Tepe-Nacap Joint Venture, one of the entities of the Group under common control, for EPC 001 Pipeline and Block Valve Station Construction Works Lot A (“Lot A Contract”). Botaş has terminated the Lot A Contract on 7 January 2005 and Stations Contract on 29 March 2005. During the settlement of the accounts period following the termination of both contracts, a Repayment Protocol (the “Protocol”) has been signed by the parties on 30 October 2006 and the Company delivered promissory notes amounting to USD 93,405,368 which corresponds to principal amount including interest plus value added tax determined according to the Protocol. Although the debt amount have been determined and promissory notes had been delivered, according to the Protocol, both parties acknowledge that there remain matters of dispute and upon resolution of disputes between parties through courts or amicable settlement of final accounts, the agreed upon amount can be deducted from the Protocol repayments of the Company in the event that Botaş found as indebted and in reverse agreed upon amount can be added to the Protocol repayments in the event that the Company found as indebted. In 2009, the Company has paid of promissory notes amounting to USD 10,317,553 (2008: USD 10,383,819) and USD 6,515,196 (2008: USD 6,557,040) related with Stations Contract and Lot A Contract respectively. These payments are presented under “other gains and losses” line item within the income statement. In May 2007, the Company applied to International Arbitration and claimed that it has receivable amount changing between USD 83,000,000 and USD 105,000,000 from Botaş related with the Stations Contract. This claim by itself only exceeds the principal amount stated in the Protocol for both Stations and Lot A contracts. In February 2008, the Company made an additional claim of USD 84,000,000 from Botaş related with the Lot A construction work. Legal counsel of the Company is of the opinion that upon the resolution in the Arbitration Panel, the Protocol repayments may be stopped and Botaş may be in a position to pay off the claims of the Company. Regarding the Stations Contract, based on the information provided by the legal counsel of the Company, in June 2009, a partial award was rendered by the tribunal indicating that the termination of the contract by Botaş was unlawful. Botaş has appealed in France by claiming the cancellation of the said Partial Award. Per legal counsel of the Company, the partial award is not expected to be cancelled by French Appeal Court. Since a reliable estimate of the possible outcome of this dispute could not be made as of reporting date and the legal counsel of the Company declares that the Company’s entitlements could probably be more than the promissory notes delivered, no provision is set forth for the promissory notes by the Group management in the accompanying condensed consolidated interim financial information. 218 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Within the period, the Company was requested a payment by Finansbank A.Ş. (the “Bank”) for the debts of Meteksan Informations Technology Group (“Meteksan IT Group”) whose shares were sold by the Group in 2007. Based on the information provided by the legal counsel of the Company, as part of the sale of the shares of Meteksan IT Group, all cash and non-cash guarantees given for its loans by the Company were terminated by the mutual agreement between the creditors of Meteksan IT Group including the Bank and the Company. Therefore, payment by the Company for the debts of Meteksan IT Group to the Bank is not demandable. As the litigation is in progress and no cash outflow is expected by the Company management based on the opinion of the legal counsel of the Company, no provision is set forth in the accompanying consolidated financial statements. In March 2010, the Company and the Bank has signed a protocol. According to this protocol, a restricted bank account is credited at the Bank with a maximum amount limit of USD 25 million. Per the Group management the protocol has been signed to keep the Narcity project going and the protocol will have no effect on legal proceedings. 28. SHAREHOLDERS’ EQUITY AND LEGAL RESERVES As of 31 December 2009 and 2008 the share capital is held as follows: Shareholders Bilkent Holding A.Ş. Tepe Emlak İnşaat Yatırım A.Ş. Meteksan Matbaacılık ve Tekn. Tic. San. A.Ş. Tepe Mobilya San. Ve Tic. A.Ş. Tepe Home Mobilya ve Dekorasyon Ürünleri A.Ş. Tepe Savunma ve Güvenlik Sistemleri San A.Ş. Nominal capital Inflation Adjustment Adjusted capital Converted capital-USD (%) 85.86 13.33 31 December 2009 TRY 480,839,813 74,666,732 (%) 85.86 13.33 31 December 2008 TRY 429,321,260 66,666,725 <0.01 0.04 17,234 249,187 <0.01 0.04 15,388 222,489 0.03 154,552 0.03 137,993 0.73 4,072,482 560,000,000 0.73 3,636,145 500,000,000 325,603,003 341,438,438 885, 603,003 841,438,438 588,166,968 556,396,507 The total number of ordinary shares is 560 million shares (2008: 500 million shares) with a par value of TRY 1 per share (2008: TRY 1 per share). The legal reserves consist of first and second legal reserves, appropriated in accordance with the Turkish Commercial Code. The first legal reserve is appropriated out of historical statutory profits at the rate of 5% per annum, until the total reserve reaches 20% of the historical paid-in share capital. The second legal reserve is appropriated after the first legal reserve and dividends, at the rate of 10% per annum of all cash dividend distributions. 219 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 29. DONATIONS Bilkent Holding A.Ş. has been founded by Bilkent University, which is itself a legal entity established by Turkish Law. Its purpose is to aid in financing the University. Companies, in which Bilkent Holding is directly and/or indirectly the major shareholder, are transferring funds generated from their operations to Bilkent University. Such revenues are transferred in the form of donations and the donations, as presented in the income statement as expense item, are tax deductible. 30. REVENUE Construction income Non-construction income Sales returns and discounts 1 January31 December 2009 422,012,116 502,889,425 (7,863,586) 917,037,955 Restated 1 January31 December 2008 577,440,491 578,880,273 (8,999,451) 1,147,321,313 1 January31 December 2009 108,237,849 5,476,432 3,172,610 67,099,701 12,307,561 8,810,060 34,986,354 13,826,260 28,701,746 18,438,934 1,087,763 558,824 51,873,756 48,001,338 41,359,688 24,924,476 34,026,073 502,889,425 Restated 1 January31 December 2008 132,967,503 13,451,796 21,652,425 66,159,711 15,068,945 7,973,973 32,252,394 21,060,554 31,163,312 20,241,909 1,325,311 362,968 57,072,945 49,558,203 40,841,089 28,064,908 39,662,327 578,880,273 Details of non-construction income are as follows: Furniture sales income Construction business merchandise sales income Other services income of construction businesses Security systems and services income Container sales income of construction businesses Hotel services income Catering services income Building materials sales income Rent income Sports center income Shopping center rent income Construction machinery and equipment rent income Duty free shop good sales Aviation income Handling income Concession fee-duty free shop Other Total income from non-construction projects 220 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 31. COST OF SALES Construction costs Non-construction costs 1 January31 December 2009 (387,708,974) (356,178,075) (743,887,049) 1 January31 December 2008 (468,922,550) (384,025,702) (852,948,252) 1 January31 December 2009 11,421,334 11,134,594 160 195,672 90,908 1,379,957 7,593,076 20,394,367 1 January31 December 2008 13,779,067 8,336,479 30,158 5,158,906 253,524 1,195,384 445,052 15,419,503 32. INVESTMENT REVENUE Interest revenue: Bank deposits Repurchase agreements Other loans and receivables Held for trading investments Dividends received Other Investment revenue earned on financial assets, analyzed by category of asset, is as follows: 1 January31 December 2009 Loans and receivables (including cash and bank balances) 11,330,426 Held for trading investments 90,908 11,421,334 Investment income earned on non-financial assets 8,973,033 20,394,367 Restated 1 January31 December 2008 13,525,543 253,524 13,779,067 1,640,436 15,419,503 221 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 33. OTHER GAINS AND LOSSES Gain on disposal of property, plant and equipment-net Provision expense-net Provision for diminution in value of AFS investments Gain on disposal of available for sale investments-net Gain/(loss) on sale of investment in associates-net (**) Fx gain/(loss) on balance sheet items other than financial borrowings Costs for completed projects in previous years-net (*) Other (loss)/gain due to litigation settlement-net Change in fair value of investment property Other gains due to insurance compensation-net Commission income/expense-net Other donations Rent income Contribution to GE Income (***) Advertisement income Other-net 1 January31 December 2009 2,533,463 (1,494,994) (16,011) 1,758,822 3,685,636 Restated 1 January31 December 2008 3,056,687 (1,758,632) (2,440,144) 100,425 716,255 3,011,057 (26,068,240) (86,633) (2,873,358) 364,721 175,648 (3,314,563) 3,224,521 3,040,098 3,913,224 199,646 (11,946,963) 29,844,882 (23,690,663) (2,257,461) 10,658,761 423,945 (44,753) (14,128,954) 3,592,202 633,690 3,410,276 2,289,012 10,405,528 (*) As of 31 December 2009, USD 16,832,749 (2008: USD 16,940,859) of the costs for completed projects in previous years consist of the payment of the promissory notes to Botaş (as mentioned in detail in Note 27) and the related court expenses. (**) As of June 2009, agreement related with 15% of Tav Tunusie minority shares sale with an amount of EUR 27,999,825 was signed between Tav Holding and International Finance Corporation (IFC), World Bank affiliate. Share control was passed to IFC in August 2009. As of 31.12.2009, share percentage of Tav has decreased from 100% to 85% (2009: 100%). (***) Contribution to GE Income comprises of electricity, water supply, heating and natural gas income generated from lessee of the Group. 222 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 34. MARKETING AND SALES EXPENSES Employee benefit expenses Depreciation expense Amortization expense Advertising expense Export expense Commission expense Transportation expense Utility expenses Taxes, dues and fees expenses Rent expenses Communication expenses Repair and maintenance expenses Consulting expenses Insurance espenses Other expenses 1 January31 December 2009 (17,669,904) (2,357,295) (163,866) (1,228,405) (328,007) (980,523) (649,990) (3,296,565) (158,274) (9,364,103) (789,733) (683,685) (477,427) (270,839) (2,110,997) (40,529,613) Restated 1 January31 December 2008 (20,768,656) (2,555,055) (113,735) (1,716,089) (316,399) (1,198,870) (1,074,525) (4,191,374) (121,796) (9,204,337) (977,326) (712,636) (511,035) (388,520) (1,777,149) (45,627,502) 223 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 35. ADMINISTRATIVE EXPENSES Employee benefit expenses Depreciation expense Amortization expense Taxes, dues and fees expenses Non allowable charges Rent expenses Communication expenses Repair and maintenance expenses Insurance expenses Consulting and lawsuit expenses Utility expenses Transportation expenses Presentation and accommodation expenses Personnel travel expenses Cleaning expense Other expenses 1 January31 December 2009 (20,629,882) (4,029,766) (1,000,037) (3,493,051) (4,782,075) (1,606,114) (1,209,762) (3,114,337) (2,984,388) (8,516,344) (4,819,130) (302,906) (603,494) (1,365,985) (2,340,713) (4,517,010) (65,314,994) Restated 1 January31 December 2008 (22,687,580) (6,204,884) (993,875) (2,660,114) (5,087,157) (1,944,715) (667,624) (3,938,557) (2,377,432) (10,103,408) (5,130,992) (260,329) (855,697) (1,515,922) (2,617,151) (7,208,805) (74,254,242) 36. FINANCE COSTS Interest on bank loans Interest on obligations under finance leases Commission expenses Fair value losses on derivatives Net foreign exchange (loss)/gain on borrowings Other finance costs 1 January31 December 2009 (70,726,766) (410,646) (6,228,241) (3,046,319) (2,101,799) 82,513,771 Restated 1 January31 December 2008 (49,582,546) (664,202) (9,111,321) (675,268) (58,890,110) (368,908) 119,292,355 224 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 37. FOREIGN CURRENCY POSITION 31 December 2009 USD Equivalent of USD USD Equivalent of EUR USD Equivalent of Other Total USD CURRENT ASSETS 62,820,580 34,507,452 15,002,495 112,330,527 Cash and cash equivalents Trade receivables Advances given Other receivables and current assets 49,786,191 9,070,201 238,366 3,725,822 24,962,242 7,267,107 26,610 2,251,493 9,880,447 5,122,048 - 84,628,880 21,459,356 264,976 5,977,315 NON-CURRENT ASSETS 59,000,877 7,634,020 4,205,320 70,840,217 Trade receivables Other non-current assets 16,670,994 42,329,883 6,640,599 993,421 4,204,261 1,059 27,515,854 43,324,363 TOTAL ASSETS 121,821,457 42,141,472 19,207,815 183,170,744 CURRENT LIABILITIES 131,604,999 32,013,511 4,999,276 168,617,786 Borrowings Trade payables Obligations under finance leases Advances received Other liabilities and expense accruals 126,192,596 2,608,006 472,760 670,183 1,661,454 25,634,919 5,911,942 30,021 436,629 4,295,081 704,195 151,827,515 12,815,029 502,781 670,183 2,802,278 NON-CURRENT LIABILITIES 84,184,944 41,737,283 - 125,922,227 Borrowings Obligations under finance leases Other non-current liabilities and expense accruals Advance received 79,929,037 483,155 32,909,874 - - 112,838,911 483,155 3,357,044 415,708 4,050,867 4,776,542 - 7,407,911 5,192,250 TOTAL LIABILITIES 215,789,943 73,750,794 4,999,276 294,520,013 Net foreign currency position (93,968,486) (31,609,322) 14,208,539 (111,349,269) 225 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Restated-31 December 2008 USD Equivalent of USD USD Equivalent of EUR USD Equivalent of Other Total USD CURRENT ASSETS 132,042,916 32,922,649 14,512,800 179,478,365 72,829,246 6,306,862 578,085 52,328,723 16,853,760 13,716,208 666,987 1,685,694 2,484,672 1,485,716 98,945 10,443,467 92,167,678 21,508,786 1,344,017 64,457,884 NON-CURRENT ASSETS 7,729,436 13,581,780 - 21,311,216 Trade receivables Other non-current assets 7,729,436 - 13,581,780 - 7,729,436 13,581,780 TOTAL ASSETS 139,772,352 46,504,429 14,512,800 200,789,581 CURRENT LIABILITIES 198,433,074 34,316,601 9,407,117 242,156,792 Borrowings Trade payables Obligations under finance leases Advances received Other liabilities and expense accruals 174,806,449 5,528,463 1,060,712 816,316 16,221,134 20,074,224 6,022,420 685,896 5,395,366 2,138,695 6,050,619 22,036 3,334,462 194,880,673 17,601,502 1,746,608 6,233,718 21,694,291 NON-CURRENT LIABILITIES 38,745,820 50,823,759 - 89,569,579 Borrowings Obligations under finance leases Other non-current liabilities and expense accruals Advance received 32,295,725 985,010 50,373,716 29,622 - 82,669,441 1,014,632 5,020,827 444,258 420,421 - - 5,441,248 444,258 TOTAL LIABILITIES 237,178,894 85,140,360 9,407,117 331,726,371 Net foreign currency position (97,406,542) (38,635,931) Cash and cash equivalents Trade receivables Advances given Other receivables and current assets 5,105,683 (130,936,790) 226 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 38. ACQUISITION OF SUBSIDIARY An analysis of goodwill as at 31 December 2009 and 2008 is as follows: Balance at 1 January Translation effect Addition during the year (*) Balance at 31 December 1 January31 December 2009 64,093,636 728,343 7,473,774 72,295,753 1 January31 December 2008 70,223,828 (6,130,192) 64,093,636 (*) USD 6,020,210 of additions related with the purchase of shares of TGS Yer Hizmetleri A.Ş (“TGS”) and USD 1,453,564 of additions are related with the purchase of shares of TAV Tbilisi. Goodwill amount as at 31 December 2008 is related with the purchase of 40% of shares of Havaalanları Yer Hizmetleri A.Ş. (“HAVAŞ”) by TAV Havalimanları Holding A.Ş. on 9 November 2007 and increase its stake from 60% to 100% and purchase of 45% of the issued share capital of Sports International Bilkent Fitness ve Spor Merkezi A.Ş. (“Sports International”) on 31 August 2007. In 2009, Türk Hava Yolları A.O. (“THY”) and HAVAŞ signed a joint venture agreement which sets the terms and the conditions for the sale of 50% share capital of TGS to HAVAŞ as well as the basic principles of the engagement between THY and TGS. The joint venture was approved by the Competition Board on 27 August 2009. TGS had no operation before the acquisition date. 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 fair value of the customer relationship acquired is based on the excess earnings method whereas the fair value of licenses is based on the replacement cost approach. TGS signed a Service Agreement with THY to provide ground handling services to THY in five main airports of Turkey, i.e. İstanbul Atatürk, Ankara, İzmir, Antalya and Adana Airports. 227 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The net assets acquired in the transaction, and the goodwill arising, are as follows: Recognized values on Acquisition Net assets acquired Cash and cash equivalents Other intangible assets Receivables from related parties Deferred tax liability 5,231,273 4,483,140 5,601,290 (714,288) 14,601,415 Goodwill Total consideration Net cash outflow arising on acquisition Total consideration Unpaid portion Cash consideration paid Cash and cash equivalents acquired Net cash outflow arising on acquisition 6,020,210 20,621,625 20,621,625 (10,570,752) 10,050,873 (5,231,273) 4,819,600 In 2009, TAV Holding acquired 6% shareholding of TAV Tbilisi, increasing its total share from 60% to 66% and its voting power from 50% to 66%. The sales price of the relevant shares has been calculated through the investment amount. 228 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The net assets acquired in the transaction, and the goodwill arising, are as follows: Recognized values on acquisition Net assets acquired Cash and cash equivalents Restricted bank balances Trade receivables Receivables from related parties Inventories Other receivables and assets Property, plant and equipment Other intangible assets Airport operation right Other non-current assets Deferred tax asset Trade payables Borrowings Payables to related parties Other payables and expense accruals Provisions 871 84,723 65,246 4,813 10,240 10,925 104,985 527 1,499,627 186,036 27,817 (11,685) (754,437) (497,324) (156,653) (4,668) 571,043 Goodwill Total consideration 1,453,564 2,024,607 Net cash outflow arising on acquisition Cash consideration paid Translation effect Cash and cash equivalents acquired Net cash outflow arising on acquisition 1,948,717 75,890 (871) 2,023,736 Tepe İnşaat Annual Report 2009 229 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES Capital risk management The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing flow of resources to Bilkent University through the optimization of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 20, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group’s risk management committee reviews the capital structure on a semi-annual basis. As a part of this review, the committee considers the cost of capital and the risks associated with each class of capital. Based on recommendations of the committee, the Group will balance its overall capital structure through new share issues and share buy-backs as well as the issue of new debt or the redemption of existing debt. The Group’s overall strategy remains unchanged from 2008. - - 12,678,259 - - - - - 59,477,456 - 5,596,323 - - - 96,634,026 Fair value through profit or loss - - 279,003,450 72,910,432 - - - 267,087,048 49,996,772 - Loans and receivables - - 25,346,692 - - - 26,350,499 - 93,125,653 33,071,997 676,360,019 - - 109,043,328 39,499,652 761,440,319 - - Financial Available liabilities at for sale amortized cost 25,907,752 - - - 33,542,732 - - - Derivatives 93,125,653 58,979,749 676,360,019 279,003,450 110,935,383 59,477,456 109,043,328 73,042,384 761,440,319 267,087,048 81,943,594 96,634,026 Carrying value 93,125,653 58,979,749 676,360,019 279,003,450 110,935,383 59,477,456 109,043,328 73,042,384 761,440,319 267,087,048 81,943,594 96,634,026 Fair value (*) 19 22-24 20 8 7-11-16 6 19 22-24 20 8 7-11-16 6 Note (*) Group management took into consideration the carrying value as the indicator of the fair value of trade receivables, other financial assets, trade payables and other financial liabilities. Financial liabilities Borrowings Trade payables (including related parties) Other financial liabilities 31 December 2008 Financial assets Cash and cash equivalents Trade receivables (including related parties) Other financial assets Financial liabilities Borrowings Trade payables (including related parties) Other financial liabilities 31 December 2009 Financial assets Cash and cash equivalents Trade receivables (including related parties) Other financial assets Financial assets at amortized cost Categories of financial instruments and fair values 230 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) 231 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Fair value measurements recognised in the statement of financial position The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Financial assets at FVTPL Derivative Financial assets Available for sale financial assets Unquoted equities Total Level 1 3,188,694 3,188,694 3,188,694 31 December 2009 Level 2 Level 3 2,407,629 2,407,629 26,350,499 26,350,499 2,407,629 26,350,499 Total 5,596,323 5,596,323 26,350,499 26,350,499 31,946,822 Significant accounting policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 3 to the financial statements. Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by a central treasury department (Group treasury) under policies approved by the board of directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, and investment of excess liquidity. Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see below) and interest rates (see below). 232 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk. Foreign currency risk management The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date is disclosed in Note 36. Foreign currency sensitivity The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the Euro. The following table details the Group’s sensitivity to a 10% increase and decrease in the TRY against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in a currency other than the currency of the lender or the borrower. A positive number indicates an increase in profit or loss where the TRY strengthens against the relevant currency. Profit and loss USD Impact 2009 2008 9,396,849 9,740,654 EUR Impact 2009 2008 3,160,932 3,863,593 Other Impact 2009 2008 1,752,819 1,585,626 The Group’s sensitivity to foreign currency has decreased during the current period mainly due to the increase in USD trade receivables due to construction projects held in foreign countries and the reduction in USD and EUR advances and USD borrowings which has decreased short foreign currency position in more balanced foreign currency position. Interest rate risk management The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. Interest rate sensitivity The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for Tepe İnşaat Annual Report 2009 233 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates. If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s: • profit for the year ended 31 December 2009 would decrease/increase by USD 652,299 (2008: decrease/increase by USD 464,163). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings The Group’s sensitivity to interest rates has increased during the current period mainly due to the increase in variable rate debt instruments. The unlisted available-for-sale equity investments do not have a quoted market value and their fair values cannot be reliably measured as the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. For this reason they are stated at cost less provision for diminution in value. As of 31 December 2009, provision for diminution in value for unlisted investments is mainly consist of USD 2,029,483 provided for Ati Servicess SA (2008: USD 2,006,365), USD 580,491 provided for Batı Karadeniz Elektrik Dağıtım A.Ş. (2008: USD 577,957) and USD 378,076 provided for Antepe Sağlık ve Turizm Hizmet Tic. Danış. A.Ş. (2008: USD 361,695). The provision provided for Ati Servicess SA is set forth for the carrying value of the investment after netting of against the current account. As at 31 December 2009 USD 32,173,447(2008: USD 25,907,752) interest rate derivatives are used by TAV Esenboğa, TAV Tunisia, TAV İstanbul and TAV İzmir to manage their exposure to interest rate fluctuations on bank borrowings. Project finance loans are hedged through Interest Rate Swap (“IRS”) contract during the life of the loan with an amortising schedule depending on repayment of the loan. Other price risks The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments. Credit risk management Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spreaded amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually. Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. 234 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. Liquidity risk management Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which are not included in the carrying amount of the financial liability on the balance sheet. Less than 1 month 1-3 months 3 months to 1 year 1-5 years 5+ years Total 31 December 2009 Short-term liabilities Borrowings Leasing payables Trade payables Other payables to related parties 68,100,072 30,546,208 184,715 35,066,669 2,302,480 61,441,808 26,672,175 766,416 33,263,378 739,839 209,815,239 170,554,311 2,616,776 32,249,914 4,394,238 78,739 78,739 - - 339,435,858 227,772,694 3,567,907 100,658,700 7,436,557 Long-term liabilities Borrowings Leasing payables Trade payables Other payables to related parties 962 962 - 16,000 16,000 - 400,086,341 379,035,865 7,770,485 4,934,286 8,345,705 402,982,569 371,082,297 4,749,502 3,434,342 23,716,428 803,085,872 750,118,162 12,519,987 8,384,628 32,063,095 68,101,034 61,441,808 209,831,239 400,165,080 402,982,569 1,142,521,730 235 Tepe İnşaat Annual Report 2009 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) Less than 1 month 1-3 months 3 months to 1 year 1-5 years 5+ years Total 31 December 2008 Short-term liabilities Borrowings Leasing payables Trade payables Other payables to related parties 67,349,087 28,830,299 200,588 36,913,175 1,405,025 83,390,786 38,598,262 604,945 35,660,686 8,526,893 239,824,991 214,990,067 2,203,347 16,609,192 6,022,385 - - 390,564,864 282,418,628 3,008,880 89,183,053 15,954,303 Long-term liabilities Borrowings Leasing payables Trade payables Other payables to related parties - - - 283,901,097 - 256,674,878 6,291,546 3,935,292 16,999,381 316,471,683 316,346,062 7,308 118,313 600,372,780 573,020,940 6,291,546 3,942,600 17,117,694 67,349,087 83,390,786 239,824,991 283,901,097 316,471,683 990,937,644 40. ADDITIONAL EVENTS AFTER THE BALANCE SHEET DATE None. 41. RESTATEMENT OF PRIOR PERIODS’ FINANCIAL STATEMENTS a) Effect of change in consolidation structure The Group applied proportionate consolidation method to account for its 26.2% ownership interest in TAV and 47.4% ownership interest in TAV Holding which were previously accounted by using the equity method. The Group reflected the effect of change in consolidation structure retrospectively. Also, the Group has changed the classification of certain balance sheet items in order to achieve a more appropriate presentation in the current period. The comparatives are restated, unless impracticable, as presented below: 236 Tepe İnşaat Sanayi A.Ş. and its Subsidiaries Consolidated Statement of Comprehensive Loss For the year Ended as at 31 December 2009 (Amounts expressed in USD unless otherwise stated) The effect of these restatements on the Group’s Balance Sheet and Statement of Changes in Equity is as follows: Cash and cash equivalents Other financial assets Trade receivables Inventories Other receivables and current assets Investments in associates Goodwill Property, plant and equipment Other intangible assets Other non-current assets Trade payables Borrowings Obligations under finance leases Other financial liabilities Advances received Provisions Other current payables and expense accruals Current tax liabilities Provision for employment termination benefits Deferred tax liabilities Other non-current liabilities and expense accruals Purchase of shares of entities under common control Legal reserves Property revaluation reserves Translation reserves Retained earnings Minority interest Previously Reported 31 December 2008 26,622,540 26,027,437 87,050,885 85,034,630 78,841,669 133,583,080 15,190,469 153,749,422 15,791,893 17,182,881 37,352,570 214,370,424 3,947,535 24,856,830 1,315,275 55,179,216 3,039,296 38,939,296 46,237,146 31,186,804 5,600,313 20,954,135 28,476,842 128,039,640 19,315,545 Restated 31 December 2008 59,477,456 38,024,951 279,003,450 89,179,576 304,167,241 544,424 64,093,636 201,266,735 188,191,613 76,566,188 93,125,653 676,360,019 7,742,654 25,907,752 91,915,252 1,315,275 83,347,975 3,084,737 5,047,709 29,114,077 66,001,357 29,631,494 3,957,477 21,720,218 31,847,096 130,877,485 24,930,690 The effect of these restatements on the Group’s Income Statement is as follows: Revenue Cost of sales Investment revenue Other gains and losses Share of the Group’s gain/(loss) of associates Marketing and sales expenses Administrative expenses Finance costs Donations Income tax benefit Previously Reported 1 January31 December 2008 657,689,372 (449,878,425) 10,686,181 (1,833,266) 19,060,318 (45,630,629) (35,456,166) (78,148,193) (102,782,429) (1,689,700) Restated 1 January31 December 2008 1,147,321,313 (852,948,252) 15,419,503 10,405,528 (2,198,849) (45,627,502) (74,254,242) (119,292,355) (102,782,429) (6,067,514) Head Office Beytepe Köyü Yolu No: 5 Bilkent, Ankara TURKEY Fax: +90 (312) 266 78 38-39 e-mail: [email protected] Istanbul Office Başıbüyük Mahallesi, Kuyular Düzü Mevkii, Emek Cad. No: 281 Maltepe, Istanbul TURKEY Phone: +90 (216) 675 06 66-67 Fax: +90 (216) 675 06 68 Afghanistan Afghanistan Regional Office Tepe Construction Ind. Inc. Mesjidi Road Wazir Akbarkhan No: 553 Kabul, AFGHANISTAN Iraq Arbil Regional Office İhsan Doğramacı Erbil Foundation Bilkent International School Construction Site Torex Village, Mosul Road, Erbil, IRAQ Sulaimaniya Regional Office Federal Development CompanyTepe Construction Ind. Inc. Joint Venture Sulaimania New University Campus Construction Qilyasan, Suliamania, IRAQ www.tepeinsaat.com.tr This annual report is printed on 100% recycled paper. Phone: +90 (312) 266 58 00 (13 Lines)
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