Coca-Cola İçecek Anonim Şirketi

34 Pages·2017·0.28 MB·English

(Convenience Translation of Financial Statements and Footnotes
Originally Issued in Turkish)

Coca-Cola İçecek
Anonim Şirketi

Interim Condensed Consolidated Financial
Statements as of March 31, 2017
(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi

Interim Condensed Consolidated Financial Statements as of March 31, 2017

Page

Condensed Consolidated Interim Balance Sheet 1
Condensed Consolidated Interim Income Statement 2
Condensed Consolidated Interim Comprehensive Income Statement 3
Condensed Consolidated Interim Statement of Change in Shareholders’ Equity 4
Condensed Consolidated Interim Statement of Cash Flow 5
Notes to Interim Condensed Consolidated Financial Statements 6-32
(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Consolidated Interim Balance Sheet as at March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

Unaudited Audited
Notes March 31, 2017 December 31, 2016
ASSETS
Cash and Cash Equivalents 4 1.384.129 1.466.109
Investments in Securities 5 2.956 11.036
Trade Receivables 878.463 604.345
- Due from related parties 24 88.434 76.633
- Other trade receivables 790.029 527.712
Other Receivables 8 41.746 41.375
- Other receivables from third parties 8 41.746 41.375
Derivative Financial Instruments 6 2.458 1.123
Inventories 674.735 521.303
Prepaid Expenses 9 185.945 147.652
Tax Related Current Assets 107.275 101.734
Other Current Assets 17 254.879 238.171
- Other current assets from third parties 17 254.879 238.171
Total Current Assets 3.532.586 3.132.848

Other Receivables 11.769 11.417
- Other receivables from third parties 11.769 11.417
Property, Plant and Equipment 11 5.263.556 5.084.815
Intangible Assets 2.152.170 2.077.668
- Goodwill 13 693.968 671.195
- Other intangible assets 12 1.458.202 1.406.473
Prepaid Expenses 9 156.119 142.281
Deferred Tax Assets 22 - 6.917
Total Non-Current Assets 7.583.614 7.323.098

Total Assets 11.116.200 10.455.946

LIABILITIES
Short-term Borrowings 7 55.181 109.184
Current Portion of Long-term Borrowings 7 440.582 256.300
Trade Payables 1.085.007 773.481
- Due to related parties 24 248.255 180.810
- Other trade payables 836.752 592.671
Payables Related to Employee Benefits 21.246 31.508
Other Payables 8 254.396 211.717
- Other payables from third parties 8 254.396 211.717
Derivative Financial Instruments 6 - 65
Provision for Corporate Tax - -
Current Provisions 71.785 82.341
- Current provisions for employee benefits 71.785 82.341
Other Current Liabilities 17 65.311 33.043
Total Current Liabilities 1.993.508 1.497.639

Long-term Borrowings 7 3.405.407 3.404.663
Trade Payables 27.661 26.425
- Due to related parties 24 26.933 25.697
- Other trade payables 728 728
Derivative Financial Instruments 6 - -
Non-Current Provisions 68.626 65.217
- Non-current provisions for employee benefits 68.626 65.217
Deferred Tax Liability 22 386.910 353.905
Other Non-Current Liabilities 17 114.923 111.150
Total Non-Current Liabilities 4.003.527 3.961.360

Equity of the Parent 4.417.942 4.305.168
Share Capital 18 254.371 254.371
Share Capital Adjustment Differences 18 (8.559) (8.559)
Share Premium 214.241 214.241
Non-Controlling Interest Put Option Valuation Fund 19.871 21.653
Other comprehensive income items not to be reclassified to profit or loss (12.492) (12.492)
- Actuarial gains / losses (22.274) (22.274)
- Other valuation funds 9.782 9.782
Other comprehensive income items to be reclassified to profit or loss 2.193.311 1.992.722
- Currency translation adjustment 2.128.403 1.929.045
- Cash flow hedge reserve 64.908 63.677
Restricted Reserves Allocated from Net Profit 18 131.734 131.734
Accumulated Profit / Loss 1.711.498 1.739.892
Net Income (86.033) (28.394)

Non-Controlling Interest 701.223 691.779

Total Equity 5.119.165 4.996.947

Total Liabilities 11.116.200 10.455.946
The explanatory notes form an integral part of these condensed consolidated financial statements.

(1)
(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Consolidated Statement of Income for the three months ended March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

Unaudited
Notes March 31, 2017 March 31, 2016

Net Revenue 1.555.668 1.301.322
Cost of Sales (-) (1.074.252) (883.840)

Gross Profit / (Loss) 481.416 417.482

General and Administration Expenses (-) (91.866) (79.520)
Distribution, Selling and Marketing Expenses (-) (332.924) (293.316)
Other Operating Income 19 20.870 27.769
Other Operating Expense (-) 19 (8.199) (27.606)

Profit / (Loss) From Operations 69.297 44.809

Gain from Investing Activities 20 - 1.177
Loss from Investing Activities (-) 20 (3.578) (2.173)
Gain / (Loss) from Associates 10 (29) (303)

Profit / (Loss) Before Financial Income / (Expense) 65.690 43.510

Financial Income / (Expense) (123.937) (20.192)
Financial Income 21 105.589 94.222
Financial Expenses (-) 21 (229.526) (114.414)

Profit / (Loss) Before Tax from Continuing Operations (58.247) 23.318

Tax Expense of Continuing Operations (45.518) (18.174)
Deferred Tax Income / Expense (-) 22 (22.396) (5.771)
Current Period Tax Expense (-) (23.122) (12.403)

Net Income / (Loss) from Continuing Operations (103.765) 5.144

Attributable to:
Non-controlling interest (17.732) (24.283)
Equity holders of the parent 23 (86.033) 29.427

Net Income / (Loss) (103.765) 5.144

Equity Holders Earnings Per Share from Continuing Operations (full TL) 23 (0,0034) 0,0012
Equity Holders Earnings Per Diluted Share from Continuing Operations (full TL) 23 (0,0034) 0,0012

The explanatory notes form an integral part of these condensed consolidated financial statements.

(2)
(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Consolidated Statement of Comprehensive Income for the three months ended March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

Unaudited
March 31, 2017 March 31, 2017

Net Income (103.765) 5.144

Cash flow hedge reserve 1.539 641
Deferred tax effect (308) (129)
Currency translation adjustment 224.752 (101.298)

Other comprehensive income items to be reclassified to profit or loss
225.983 (100.786)
subsequently

Total Other Comprehensive Income After Tax 122.218 (95.642)

Attributable to:
Non-controlling interest 7.662 (47.568)
Equity holders of the parent 114.556 (48.074)

The explanatory notes form an integral part of these condensed consolidated financial statements.

(3)
(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Consolidated Statement of Change in Shareholders’ Equity for the three months ended March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

Other comprehensive income and expense items
Subsequently not to be Subsequently to be
reclassified to profit or reclassified to profit or
loss loss
Non- Restricted
Consolidated Share
Controlling Other Actuarial Cash Flow Currency Reserves Non-
Statement of Changes Share Capital Share Accumulated Net Total Equity of Total
Interest Put Valuation Gains / Hedge Translation Allocated Controlling
in Shareholders’ Capital Adjustment Premium Profit / Loss Income the Parent Equity
Option Funds Losses Reserve Adjustment from Net Interest
Equity Differences
Valuation Fund Profit

January 1, 2016 254.371 (8.559) 214.241 (6.453) 9.782 (16.506) (8.894) 1.269.372 154.982 1.629.501 117.159 3.608.996 532.575 4.141.571

Other comprehensive
- - - - - - 512 (78.013) - 117.159 (117.159) (77.501) (23.285) (100.786)
gain / (loss)
Net income / (loss) for
- - - - - - - - - - 29.427 29.427 (24.283) 5.144
the period
Total Comprehensive
- - - - - - 512 (78.013) - 117.159 (87.732) (48.074) (47.568) (95.642)
Income / (loss)

Increase (Decrease)
- - - (249) - - - - - - - (249) 249 -
from Other Changes (*)

March 31, 2016 254.371 (8.559) 214.241 (6.702) 9.782 (16.506) (8.382) 1.191.359 154.982 1.746.660 29.427 3.560.673 485.256 4.045.929

January 1, 2017 254.371 (8.559) 214.241 21.653 9.782 (22.274) 63.677 1.929.045 131.734 1.739.892 (28.394) 4.305.168 691.779 4.996.947

Other comprehensive
- - - - - - 1.231 199.358 - (28.394) 28.394 200.589 25.394 225.983
gain / (loss)
Net income / (loss) for
- - - - - - - - - - (86.033) (86.033) (17.732) (103.765)
the period
Total Comprehensive
- - - - - - 1.231 199.358 - (28.394) (57.639) 114.556 7.662 122.218
Income / (loss)

Increase (Decrease)
- - - (1.782) - - - - - - - (1.782) 1.782 -
from Other Changes (*)

March 31, 2017 254.371 (8.559) 214.241 19.871 9.782 (22.274) 64.908 2.128.403 131.734 1.711.498 (86.033) 4.417.942 701.223 5.119.165

(*) Non-controlling interest share put option liability.
The explanatory notes form an integral part of these condensed consolidated financial statements.

(4)
(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Consolidated Statement of Cash Flow for the three months ended March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

Unaudited
Notes March 31, 2017 March 31, 2016

Net Income (103.765) 5.144

Adjustments to reconcile net profit / (loss) to net cash provided by operating activities 323.100 153.545
Depreciation and amortization 124.492 102.636
Adjustments for Impairment Loss (Reversal) 3.323 1.100
- Provision / (reversal) for doubtful receivable 384 289
- Provision / (reversal) for inventories 1.099 332
- Impairment loss / (reversal) in property, plant and equipment 11, 20 1.840 479
Adjustments for Provisions 23.808 19.882
- Provision / (reversal) for employee benefits 23.808 19.882
Adjustments for Interest (Income) Expenses 33.794 28.792
- Interest income 21 (14.428) (11.081)
- Interest expense 21 48.222 39.873
Unrealized foreign exchange (gain) / loss 90.398 (17.859)
(Gain) / loss from associates 10 29 303
Income tax expense 45.518 18.174
(Gain) / loss on sale of property, plant and equipment 20 1.738 517

Change in operating activities (116.270) (15.195)
Adjustments for Decrease (increase) in Trade Accounts Receivable (274.502) (116.495)
- Increase / (decrease) on due from related parties (11.801) 46.274
- Increase / (decrease) on trade receivables (262.701) (162.769)
Change in inventories (154.530) (51.414)
Adjustments for increase (decrease) in Trade Accounts Payable 312.762 152.714
- Increase / (decrease) on due to related parties 68.681 14.965
- Increase / (decrease) on trade payables 244.081 137.749
Cash flows from operating activities: 103.065 143.494

Interest paid (14.041) (11.328)
Interest received 21 14.428 11.081
Payments made for employee benefits (41.217) (12.075)
Tax returns / (payments) (11.398) (18.391)
Change in other working capital 7.181 (10.179)
A. NET CASH GENERATED FROM OPERATING ACTIVITIES 58.018 102.602

Cash Outflows Arising from Purchase of Property, Plant, Equipment and Intangible Assets (113.295) (139.733)
- Purchase of property, plant and equipment 11 (104.851) (138.989)
- Purchase of intangibles 12 (8.444) (744)
Proceeds from sale of property, plant and equipment and intangibles 2.804 1.359
Change in other investing activities 8.080 (8.576)
B. NET CASH (USED) / GENERATED IN INVESTING ACTIVITIES (102.411) (146.950)

Proceeds from borrowings 285.220 56.793
Repayments of borrowings (332.754) (133.957)
Cash flow hedge reserve 75 (4.727)
C. NET CASH (USED) / GENERATED FROM FINANCING ACTIVITIES (47.459) (81.891)

Net increase / (decrease) in cash and cash equivalents before currency translation effects (A+B+C) (91.852) (126.239)

Effects of currency translation on cash and cash equivalents 11.645 (11.468)
Effects of currency translation intercompany borrowings 22.012 (14.249)
Currency translation adjustment (23.785) 6.453
D. CURRENCY TRANSLATION ON CASH AND CASH EQUIVALENTS 9.872 (19.264)

Net increase / (decrease) in cash and cash equivalents (A+B+C+D) (81.980) (145.503)
E. CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4 1.466.109 1.002.214

CASH AND CASH EQUIVALENTS AT PERIOD END (A+B+C+D+E) 4 1.384.129 856.711

The explanatory notes form an integral part of these condensed consolidated financial statements.

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(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Notes to Condensed Consolidated Financial Statements as at March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

1. CORPORATE INFORMATION and NATURE OF ACTIVITIES

General

Coca-Cola İçecek Anonim Şirketi (“CCI” - “the Company”), is the bottler and distributor of alcohol-free beverages in
Turkey, Pakistan, Central Asia and the Middle East. The operations of the Company consist of production, sales
and distribution of sparkling and still beverages with The Coca-Cola Company (“TCCC”) trademarks. The Company
has 10 (2016 - 9) production facilities in different regions of Turkey and operates 15 (2016 - 16) production facilities
in countries other than Turkey. The registered office address of CCI is OSB Mah. Deniz Feneri Sok. No:4 Ümraniye
İstanbul, Turkey. CCI is a listed company on the Borsa Istanbul A.Ş. (“BIST”). American Depositary receipts issued
under the Level I ADR program are traded over the counter in the United States, starting from
July 2013. The sale of Capital Markets Board (“CMB”) Tranche Issuance Certificated bonds to investors outside of
Turkey has been completed as of October 1, 2013, and these bonds were admitted to the Irish Stock Exchange.

The Group consists of the Company, its subsidiaries and joint ventures.

The condensed consolidated financial statements of the Group were approved for issue by the Board of Directors
on May 3, 2017, which were signed by the Audit Committee and Chief Financial Officer Michael Anthony Coombs.
The General Assembly and the regulatory bodies have the right to make amendments to the financial statements
after their issuance.

Shareholders of the Company

Anadolu Efes Biracılık ve Malt Sanayi A.Ş. is the ultimate controlling party of the Company. As of
March 31, 2017 and December 31, 2016 the composition of shareholders and their respective percentage of
ownership can be summarized as follows:

March 31, 2017 December 31, 2016
Nominal Nominal
Amount Percentage Amount Percentage

Anadolu Efes Biracılık ve Malt Sanayi A.Ş. (“Anadolu Efes”) 102.047 40,12% 102.047 40,12%
The Coca-Cola Export Corporation (“TCCEC”) 51.114 20,09% 51.114 20,09%
Efes Pazarlama ve Dağıtım Ticaret A.Ş. (“Efpa”) 25.788 10,14% 25.788 10,14%
Özgörkey Holding A.Ş. 7.392 2,91% 9.392 3,69%
Publicly Traded 68.030 26,74% 66.030 25,96%

254.371 100,00% 254.371 100,00%

Inflation Restatement Effect (8.559) - (8.559) -

245.812 245.812

Özgörkey Holding A.Ş. shares with a nominal value of TL 1.033 has been listed with the Central Registry Agency,
with a sale purpose (December 31, 2016 - TL 3.033).

Nature of Activities of the Group

CCI and its subsidiary Coca-Cola Satış ve Dağıtım A.Ş. (“CCSD”) are among the leading bottlers and distributors
of alcohol-free beverages, operating in Turkey. The sole operation area of the Company is the production, sales
and distribution of sparkling and still beverages.

The Company has exclusive rights to produce, sell and distribute TCCC branded beverages including
Coca-Cola, Coca-Cola Zero, Coca-Cola Light, Fanta, Sprite, Cappy, Sen Sun, Powerade and Fuse Tea in TCCC
authorized packages throughout Turkey provided by Bottler’s and Distribution Agreements signed between the
Group with TCCEC and TCCC. Renewal periods of the signed Bottler’s and Distribution Agreements varies between
2016 and 2018.

The Company has exclusive rights to produce, sell and distribute Burn and Gladiator branded energy drinks in
authorized packages throughout Turkey, according to the Bottlers Agreements signed between the Company and
Monster Energy Company (“MEC”) and has the right for selling and distribution of Monster branded products in
accordance with the International Distribution Agreement signed with Monster Energy Limited (“MEL”) which has
taken over TCCC’s global energy drink portfolio and is partially owned by TCCC as well.

According to the Sales and Distribution Agreement signed with Doğadan Gıda Ürünleri Sanayi ve Pazarlama A.Ş.
(“Doğadan”), a subsidiary of TCCC, it’s approved that sales and distribution of Doğadan products will be realized
by CCSD throughout Turkey starting from September 2008.

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(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Notes to Condensed Consolidated Financial Statements as at March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

1. CORPORATE INFORMATION and NATURE OF ACTIVITIES (continued)

The Company’s international subsidiaries and joint ventures operating outside of Turkey are also engaged in the
production, sales and distribution of sparkling and still beverages with TCCC trademarks.

The Company’s subsidiary Mahmudiye Kaynak Suyu Limited Şirketi (“Mahmudiye”), which was acquired by CCI on
March 16, 2006, is engaged in the production and filling of natural spring water Damla, a registered trademark of
CCI, with TCCC approved packages, in Turkey.

The Group has the exclusive bottling and distribution rights in Turkey for Schweppes branded beverages under the
Bottler’s and Distribution Agreement signed with Schweppes Holdings Limited. Special authorization for the Group
operating countries, other than Turkey, may be granted from time to time.

Subsidiaries and Joint Ventures

As of March 31, 2017 and December 31, 2016 the list of CCI’s subsidiaries and joint ventures and its effective
participation percentages are as follows:

Subsidiaries

Effective Shareholding and
Voting Rights
Place of Principal March 31, December 31,
Incorporation Activities 2017 2016
Distribution and sales of
Coca-Cola Satış ve Dağıtım Anonim Şirketi
1) Turkey Coca-Cola, Doğadan and 99,97% 99,97%
(“CCSD”)
Mahmudiye products

Mahmudiye Kaynak Suyu Limited Şirketi
2) Turkey Filling of natural spring water 100,00% 100,00%
(“Mahmudiye”)

J.V. Coca-Cola Almaty Bottlers Limited Liability Production, distribution and sales of
3) Kazakhstan 100,00% 100,00%
Partnership (“Almaty CC”) Coca-Cola products

Azerbaijan Coca-Cola Bottlers Limited Production, distribution and sales of
4) Azerbaijan 99,87% 99,87%
Liability Company (“Azerbaijan CC”) Coca-Cola products

Coca-Cola Bishkek Bottlers Closed Production, distribution and sales of
5) Kyrgyzstan 100,00% 100,00%
Joint Stock Company (“Bishkek CC”) Coca-Cola products

CCI International Holland B.V.
6) Holland Holding company 100,00% 100,00%
(“CCI Holland”)

Tonus Turkish-Kazakh Joint Venture Limited
7) Kazakhstan Holding company 100,00% 100,00%
Liability Partnership (“Tonus”)

The Coca-Cola Bottling Company of Jordan Production, distribution and sales of
8) Jordan 90,00% 90,00%
Limited (“TCCBCJ”) Coca-Cola products

Turkmenistan Coca-Cola Bottlers Production, distribution and sales of
9) Turkmenistan 59,50% 59,50%
(“Turkmenistan CC”) Coca-Cola products

(CC) Company for Beverages Industry/Ltd. Production, distribution and
10) Iraq 100,00% 100,00%
(“CCBIL”) sales of Coca-Cola products

11) Waha Beverages B.V. (“Waha B.V.”) Holland Holding Company 80,03% 80,03%

Coca-Cola Beverages Tajikistan Limited Liability Production, distribution and sales of
12) Tajikistan 100,00% 100,00%
Company (“Tajikistan CC”) Coca-Cola products

Al Waha for Soft Drinks, Juices, Mineral Water,
Production, distribution and
13) Plastics, and Plastic Caps Production LLC Iraq 80,03% 80,03%
sales of Coca-Cola products
(“Al Waha”)

Coca-Cola Beverages Pakistan Limited Production, distribution and
14) Pakistan 49,67% 49,67%
(“CCBPL”) sales of Coca-Cola products

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(Convenience Translation of Financial Statements and Footnotes Originally Issued in Turkish)

Coca-Cola İçecek Anonim Şirketi
Notes to Condensed Consolidated Financial Statements as at March 31, 2017
(Currency - Thousands of Turkish Lira unless otherwise indicated (TL))

1. CORPORATE INFORMATION and NATURE OF ACTIVITIES (continued)

Joint Venture

Place of Principal Effective Shareholding and
Incorporation Activities Voting Rights
March 31, December 31,

2017 2016
Syrian Soft Drink Sales and Distribution L.L.C. Distribution and sales of Coca-
Syria 50,00% 50,00%
(‘‘SSDSD’’) Cola products

Economic Conditions and Risk Factors of Subsidiaries and Joint Ventures

The countries in which certain subsidiaries and joint ventures operate, have undergone substantial political and
economic changes in recent years. Uncertainties regarding the political, legal, tax and/or regulatory environment,
including the potential for adverse changes in any of these factors, could significantly affect the subsidiaries’ and
joint ventures ability to operate commercially. Group Management closely monitors uncertainties and adverse
changes to minimize the probable effects of such changes.

In this context, a Risk Detection Committee; which was established under the arrangements, terms and principles
of the Turkish Commercial Code, Capital Market Legislation and CMB’s “Corporate Governance Principles”
assesses, manages and reports Group risks. Some of the Group priority risks are defined as category perception,
industrial relations, sustainable talent capability, cyber security, volatile tax and regulatory environment, economic
slowdown and exchange rate volatility and management of environmental effects and reputation. The Group does
not expect any adverse effect on the business related to any significant regulatory changes and/or legal
arrangements by the authorities. All compliance efforts are in place and there is no legal dispute that may adversely
affect the business.

Seasonality of Operations

Sparkling beverages consumption is seasonal, typically resulting in higher demand during the summer season and
accordingly the seasonality effects are reflected in the figures. Therefore the results of operations for the three
months ended March 31, 2017 do not automatically constitute an indicator for the results to be expected for the
overall fiscal year.

Average Number of Employees

Category-based average number of employees working during the period is as follows (joint ventures are
considered with full numbers for March 31, 2017 and 2016).

March 31, 2017 March 31, 2016
Blue-collar 3.742 4.171
White-collar 4.784 5.160
Average number of employees 8.526 9.331

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