UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated August 14, 2020
Commission File Number: 001-15092
TURKCELL ILETISIM HIZMETLERI A.S.
(Translation of registrant’s name in English)
Aydınevler Mahallesi İnönü Caddesi No:20
Küçükyalı Ofispark
34854 Maltepe
Istanbul, Turkey
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x �� Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________
Enclosure: A press release dated August 13, 2020 announcing Turkcell’s Second Quarter 2020 results and Q2 2020 IFRS Report.

TURKCELL ILETISIM HIZMETLERI
SECOND QUARTER 2020 RESULTS
“SOLID PERFORMANCE
UNDER THE COVID-19 HEADWIND”
| Second Quarter 2020 Results |
Contents
| HIGHLIGHTS | |
| COMMENTS BY MURAT ERKAN, CEO | 4 |
| | |
| FINANCIAL AND OPERATIONAL REVIEW | |
| FINANCIAL REVIEW OF TURKCELL GROUP | 7 |
| OPERATIONAL REVIEW OF TURKCELL TURKEY | 10 |
| | |
| TURKCELL INTERNATIONAL | |
| lifecell | 11 |
| BeST | 12 |
| Kuzey Kıbrıs Turkcell | 12 |
| FINTUR | 12 |
| TURKCELL GROUP SUBSCRIBERS | 13 |
| | |
| OVERVIEW OF THE MACROECONOMIC ENVIRONMENT | 13 |
| | |
| RECONCILIATION OF NON-GAAP FINANCIAL MEASUREMENTS | 14 |
| | |
| Appendix A – Tables | 16 |
| · | Please note that all financial data is consolidated and comprises that of Turkcell Iletisim Hizmetleri A.S. (the “Company”, or “Turkcell”) and its subsidiaries and associates (together referred to as the “Group”), unless otherwise stated. |
| · | We have three reporting segments: |
| o | “Turkcell Turkey” which comprises all of our telecom related businesses in Turkey (as used in our previous releases in periods prior to Q115, this term covered only the mobile businesses). All non-financial data presented in this press release is unconsolidated and comprises Turkcell Turkey only figures, unless otherwise stated. The terms “we”, “us”, and “our” in this press release refer only to Turkcell Turkey, except in discussions of financial data, where such terms refer to the Group, and except where context otherwise requires. |
| o | “Turkcell International” which comprises all of our telecom related businesses outside of Turkey. |
| o | “Other subsidiaries” which is mainly comprised of our call center business revenues, financial services revenues, energy business revenues and inter-business eliminations. |
| · | In this press release, a year-on-year comparison of our key indicators is provided and figures in parentheses following the operational and financial results for June 30, 2020 refer to the same item as at June 30, 2019. For further details, please refer to our consolidated financial statements and notes as at and for June 30, 2020, which can be accessed via our website in the investor relations section (www.turkcell.com.tr). |
| · | Selected financial information presented in this press release for the second quarter and half year of 2019 and 2020 is based on IFRS figures in TRY terms unless otherwise stated. |
| · | In the tables used in this press release totals may not foot due to rounding differences. The same applies to the calculations in the text. |
| · | Year-on-year and quarter-on-quarter percentage comparisons appearing in this press release reflect mathematical calculation. |
| Second Quarter 2020 Results |
FINANCIAL HIGHLIGHTS
TRY million | Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Revenue | 6,191 | 6,924 | 11.8% | 11,866 | 13,582 | 14.5% |
EBITDA1 | 2,553 | 2,824 | 10.6% | 4,834 | 5,633 | 16.5% |
EBITDA Margin (%) | 41.2% | 40.8% | (0.4pp) | 40.7% | 41.5% | 0.8pp |
EBIT2 | 1,287 | 1,373 | 6.7% | 2,390 | 2,810 | 17.6% |
EBIT Margin (%) | 20.8% | 19.8% | (1.0pp) | 20.1% | 20.7% | 0.6pp |
Net Income | 465 | 852 | 83.1% | 1,690 | 1,724 | 2.1% |
SECOND QUARTER HIGHLIGHTS
| · | Solid financial performance despite Covid-19 pandemic: |
| o | Group revenues up 12% with Turkcell Turkey’s topline growing 14% on the back of strong ARPU performance despite 2.6pp decline in roaming revenues |
| o | Standalone digital revenues up by 23%; Digital business solutions revenues up 15% |
| o | Strong free cash flow3 generation of TRY1.3 billion |
| o | Net income up 83% year-on-year on the back of solid operational performance and disciplined financial risk management |
| o | Leverage down to 0.8x despite FX fluctuations; long FX position at US$50 million |
| · | Robust operational performance: |
| o | Turkcell Turkey subscriber base up by 181 thousand quarterly net additions |
| o | 144 thousand quarterly mobile postpaid net additions; postpaid subscriber share at 63% |
| o | Mobile ARPU4 growth of 14.0% year-on-year on higher postpaid share and increased data usage |
| o | Data usage of 4.5G users at 13.9 GB in Q220 |
| o | Residential fiber ARPU growth of 9.1% year-on-year |
| o | Superbox5 subscribers at 491 thousand on 91 thousand quarterly net additions |
| o | Digital channels’ share at Turkcell Turkey consumer sales (excluding fixed business) at 11% |
| · | 2020 guidance6 reiterated; revenue growth of 10%-12%, EBITDA margin target of 40%-42%, EBIT margin target of 19%-21% and operational capex over sales ratio7 target of 17%-19%. |
(1) EBITDA is a non-GAAP financial measure. See page 14 for the explanation of how we calculate Adjusted EBITDA and its reconciliation to net income.
(2) EBIT is a non-GAAP financial measure and is equal to EBITDA minus depreciation and amortization expenses.
(3) Free cash flow calculation includes EBITDA and the following items as per IFRS cash flow statement; acquisition of property, plant and equipment, acquisition of intangible assets, change in operating assets/liabilities, payment of lease liabilities and income tax paid
(4) Excluding M2M
(5) Superbox subscribers are included in mobile subscribers.
(6) Please note that this paragraph contains forward looking statements based on our current estimates and expectations regarding market conditions for each of our different businesses. No assurance can be given that actual results will be consistent with such estimates and expectations. For a discussion of factors that may affect our results, see our Annual Report on Form 20-F for 2020 filed with U.S. Securities and Exchange Commission, and in particular, the risk factor section therein.
(7) Excluding license fee
For further details, please refer to our consolidated financial statements and notes as at and for June 30, 2020 which can be accessed via our website in the investor relations section (www.turkcell.com.tr).
| Second Quarter 2020 Results |
COMMENTS BY MURAT ERKAN, CEO
The second quarter of 2020 was the period in which the impact of the COVID-19 pandemic was felt the most worldwide. During this period, the key role of the telecom sector in our lives and in the economic system were once again highlighted. As Turkcell, we were ready to fully meet the technology and communication needs of our customers with our digital services, communication solutions and strong network, in line with our strategic focus areas.
Let us recall this period briefly: Through the agile actions we took for our employees and customers, we quickly adapted to changing conditions. With our dynamic organizational structure and effective crisis management, we commenced remote working on the first day of the outbreak, prioritizing the health of our employees, the very heart of Turkcell. Global Bilgi, our subsidiary which provides call center services employing over 10 thousand people, was also included in the remote working program. As part of the measures taken, we temporarily closed some of our stores and limited the working hours of those remaining open. While aiming to meet all the communication needs of our customers from a single point, our strong network, in which we have invested TRY31 billion over the past five years, has been our main pillar. In a period when telecom operators around the world requested internet broadcasters to restrict service or lower video resolution as a solution to the intensive use of the network, we successfully managed the traffic increase, approaching 50%, with our strong infrastructure. With the support packages we offered to healthcare professionals and our customers aged 65 and over, who needed communication the most, and children who continued distance education, we were there for them in difficult times. In order to enhance the experience of our fiber subscribers in remote working and remote education, we increased the upload speeds up to four times and the lowest download speed to 50 Mbps. We provided additional benefits in our services such as BiP, Dergilik, fizy and TV +, which are a part of our rich portfolio of digital services, specific to this period under our #lifesathome motto. Turkcell customers aged 65 and over, who stayed at home, could make a call to Paycell’s call center and order basic food and cleaning agents and pay through their bills. As part of our social responsibility projects, we provided new 3D printers to the Whiz Kids Laboratories opened with our support, and children could produce face shields for healthcare workers. Last but not least, in this period, we disclosed the impact of changing conditions on our business and our expectations with all our stakeholders in a transparent and timely manner.
In this period, transactions and purchases made through the Digital Operator app and our website, both of which have been in our focus area with their strengthened infrastructure in recent years, have reached record levels. In April, when curfews were imposed intensively, the number of visitors to the digital channels reached 38 million, while the number of online orders increased 5x. As of the second quarter, our online sales increased by 2.7x compared to the same period of the previous year and 11% of Turkcell Turkey consumer revenues (excluding fixed business) were realized through digital channels.
As of June 1, we embarked upon a new era as a nation. While maintaining precautions against the epidemic, steps towards a return to normal life were taken with the removal of travel bans, partially resumed flights and the opening of workplaces. In the new period, we expect to observe a higher demand for remote working, remote education, remote healthcare services, new generation customers keeping up with digital life and the ecosystem, e-commerce and contactless payment systems from both consumers and corporates. In this context, we are working on our business plan to meet needs with our digital service portfolio, digital business solutions and our tech-fin services and solutions. As Turkcell, Turkey’s leading telecommunication company, we owe our readiness for this period with our products and services portfolio to our strategic foresight, the ability to accurately identify industry and customer needs, and our dynamic and timely actions.
| Second Quarter 2020 Results |
We strengthened our customer base, despite the tough conditions of the COVID-19 outbreak
Although the constraints that came with the COVID-19 outbreak affected customer acquisitions in the mobile business, we acquired a net 144 thousand postpaid customers this quarter. The share of postpaid customers in our mobile base stands at 63%. Mobile blended ARPU1 increased 14.0% year-on-year to TRY46.4 on the back of rising data and digital service usage and upsell to higher tariffs.
In this period during which we spent more time at home, we acquired a net 36 thousand fiber and 7 thousand ADSL customers. Our total fixed broadband customer base was 2.3 million. In addition, Superbox, our product providing uninterrupted fiber-speed broadband service over our mobile network, has increased its penetration on the back of accelerated demand. While we have reached 491 thousand subscribers with a net 91 thousand new additions in this quarter, we are excited to have scaled half a million subscribers in July.
We have announced strong results; guidance maintained
In the second quarter of 2020, when the restrictions of the pandemic impacted our business and the ecosystem the most, we achieved strong results with our robust business model and prudent financial risk management discipline. On a consolidated basis, our revenue increased 11.8% year on year to TRY6.9 billion. Ultimately, we posted 14.5% growth in the first half of the year. EBITDA2 was at TRY2.8 billion with an increase of 10.6%, and an EBITDA margin of 40.8%. Thanks to effective cost management and declining financing expenses, net profit reached TRY852 million on an 83.1% rise year on year. Excluding the Fintur transaction gain in the first quarter of 2019, our first half profit rose 88.0%. In our first quarter results announcement, we revised our 2020 guidance by evaluating the possible risks of the pandemic under difficult and uncertain conditions. For the second half of the year, we anticipate international travel and tourism coming to a standstill, which will affect our roaming revenues. In spite of this, considering our growth in the first half of the year, we maintain the targets3 announced earlier for 2020, and expect revenue growth of 10%-12%, an EBITDA margin range of 40%-42%, an EBIT4 margin of 19%-21% and an operational capex to revenue ratio5 of 17%-19%.
We are there for our customers in this period with our three strategic focus areas
The standalone revenues of our digital services, one of the three main strategic focus areas, have increased by 23% year-on-year in this quarter. As a solution to the rising demand for video calls during the pandemic period, we introduced the Beta version of our BiP Conference product. We successfully used it at the United Nations Global Compact meeting. As part of our cooperation with the Ministry of Health, we have created a BiP channel where current COVID-19 information, measures and content are shared. Starting in March, 2 million students followed EBA TV (education channel) via TV+ with a 6GB gift for those studying at home. Further, we have begun to offer our YaaniMail e-mail service, another service developed by Turkish engineers, and one that will provide our corporate customers uninterrupted 24/7 service through our data centers. In line with our strategy of selling our digital services to operators abroad, we signed an agreement with Digicel, which provides services in the Caribbean islands, for our BiP and lifebox. These services are in use in the Caribbean market as of July 1.
In digital business solutions, another strategic focus area, we have recorded a 15% year-on-year revenue increase this quarter. Through our Digital Business Services company, we offer end-to-end solutions to businesses keen to provide safe and healthy services in the new era. In this context, we contribute to the reduction of risk with our smart solutions such as thermal camera systems, air quality and social distance measurement, and in-store customer count, developed with our technology know-how, while we also offer special consultancy and services to companies on cyber security, which is more prominently on the agenda in the time of remote working. Meanwhile, during this period, we opened three additional hospitals, two of which were field hospitals. We will strengthen our market leadership in this sector with Tekirdağ Hospital, scheduled to be opened in the upcoming period. Also, in this period, we have prepared ourselves for the forthcoming busy period by strengthening our collaborations with global suppliers such as SAP, HP, Cisco and Microsoft.
| Second Quarter 2020 Results |
Our tech-fin business, our third strategic focus, has accelerated with the increasing use of contactless and online payment solutions. With the digitalization of payment habits, our new generation payment platform, Paycell, came to the forefront with its user-friendly and secure payment infrastructure. Digital content purchases through Paycell increased by 84% year-on-year to TRY215 million. The number of 3-month active subscribers using the Paycell application was 2.5x that of the same period of last year. Transaction volume over the Paycell card also grew by 71% compared to the same period of last year. Also, during this period, we have taken another important step in this field by enabling 24/7 money transfer service to an IBAN number at partner banks.
We continue to generate cash
As Turkcell Group, we have prioritized our financial risk management strategy during the pandemic period. We also strengthened our balance sheet in the second quarter, generating free cash flow6 of TRY1.3 billion, supported by strong liquidity and prudent finance management. By focusing on structural and sustainable changes in expense management, we reduced sales and marketing expenses, and kept our variable expenses under control. We closely monitored our collection risks specific to this period, and continued to manage the risk on our strong portfolio created with our effective credit scoring metrics with a focused approach. As of the end of June, the ratio of net debt to EBITDA had improved compared to previous year by 0.4 points to 0.8x. On the other hand, in order to eliminate foreign currency risk, and in addition to derivative transactions, we aim to protect ourselves against foreign currency fluctuations by increasing the trade volume in local currency in agreements with foreign suppliers. In this context, we initially agreed with Chinese suppliers to make future contracts in China’s local currency, the Yuan.
We keep pace with change and trust our team and customers.
In 2020, in which we mark the 20th anniversary of Turkcell’s dual initial public offering on the Istanbul and New York Stock Exchange, we are undergoing an unprecedented period of difficulty; one that began with natural disasters and continued with the COVID-19 outbreak. As Turkcell, we see this period as an important opportunity to gain further experience, taking courage from our competent management team, strong human resources, resilient business model, and innovative products and digital services that keep pace with the age. We expect to successfully overcome this adversity.
Last but not least, a new process for change in our shareholding structure has begun in June with the announcements made jointly by Turkey Wealth Fund, Telia Company, Cukurova Holding and LetterOne. I consider it important that Turkey Wealth Fund views Turkcell as a strategic asset, invests in the existing road map and transparently explains that it supports our current profit distribution policy, protecting minority shareholder rights. We will continue to follow related developments.
We would like to thank all our employees for their contribution to our success, and our Board of Directors for their unyielding trust and support. We also express our gratitude to our customers and business partners, who have remained with us throughout our success story.
(1) Excluding M2M
(2) EBITDA is a non-GAAP financial measure. See page 14 for the explanation of how we calculate Adjusted EBITDA and its reconciliation to net income.
(3) Please note that this paragraph contains forward looking statements based on our current estimates and expectations regarding market conditions for each of our different businesses. No assurance can be given that actual results will be consistent with such estimates and expectations. For a discussion of factors that may affect our results, see our Annual Report on Form 20-F for 2020 filed with U.S. Securities and Exchange Commission, and in particular, the risk factor section therein.
(4) EBIT is a non-GAAP financial measure and is equal to EBITDA minus depreciation and amortization expenses.
(5) Excluding license fee
(6) Free cash flow calculation includes EBITDA and the following items as per IFRS cash flow statement; acquisition of property, plant and equipment, acquisition of intangible assets, change in operating assets/liabilities, payment of lease liabilities and income tax paid
| Second Quarter 2020 Results |
FINANCIAL AND OPERATIONAL REVIEW
Financial Review of Turkcell Group
Profit & Loss Statement (million TRY) | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Revenue | 6,191.1 | 6,923.9 | 11.8% | 11,866.5 | 13,582.1 | 14.5% |
Cost of revenue1 | (3,018.5) | (3,498.6) | 15.9% | (5,748.7) | (6,696.0) | 16.5% |
Cost of revenue1/Revenue | (48.8%) | (50.5%) | (1.7pp) | (48.4%) | (49.3%) | (0.9pp) |
Gross Margin1 | 51.2% | 49.5% | (1.7pp) | 51.6% | 50.7% | (0.9pp) |
Administrative expenses | (184.9) | (166.4) | (10.0%) | (375.5) | (354.7) | (5.5%) |
Administrative expenses/Revenue | (3.0%) | (2.4%) | 0.6pp | (3.2%) | (2.6%) | 0.6pp |
Selling and marketing expenses | (413.4) | (327.9) | (20.7%) | (816.5) | (676.6) | (17.1%) |
Selling and marketing expenses/Revenue | (6.7%) | (4.7%) | 2.0pp | (6.9%) | (5.0%) | 1.9pp |
Net impairment losses on financial and contract assets | (21.4) | (106.8) | 399.1% | (91.8) | (221.5) | 141.3% |
EBITDA2 | 2,552.8 | 2,824.3 | 10.6% | 4,833.9 | 5,633.3 | 16.5% |
EBITDA Margin | 41.2% | 40.8% | (0.4pp) | 40.7% | 41.5% | 0.8pp |
Depreciation and amortization | (1,265.8) | (1,451.5) | 14.7% | (2,443.9) | (2,823.6) | 15.5% |
EBIT3 | 1,287.0 | 1,372.8 | 6.7% | 2,390.0 | 2,809.8 | 17.6% |
EBIT Margin | 20.8% | 19.8% | (1.0pp) | 20.1% | 20.7% | 0.6pp |
Net finance income / (costs) | (571.7) | (233.8) | (59.1%) | (992.1) | (455.2) | (54.1%) |
Finance income4 | (200.4) | 506.2 | n.m | 334.7 | 1,127.7 | 236.9% |
Finance costs4 | (371.4) | (740.0) | 99.2% | (1,326.8) | (1,582.9) | 19.3% |
Other income / (expense) | (73.8) | (51.1) | (30.8%) | (125.7) | (145.1) | 15.4% |
Non-controlling interests | (14.3) | (1.3) | (90.9%) | (34.1) | (2.5) | (92.7%) |
Share of profit of equity accounted investees | 1.0 | (0.0) | (100.0%) | 1.7 | (3.3) | (294.1%) |
Income tax expense | (163.0) | (234.9) | 44.1% | (322.7) | (479.3) | 48.5% |
Discontinued operations | - | - | n.a | 772.4 | - | n.a |
Net Income | 465.2 | 851.7 | 83.1% | 1,689.6 | 1,724.4 | 2.1% |
(1) Excluding depreciation and amortization expenses.
(2) EBITDA is a non-GAAP financial measure. See page 14 for the explanation of how we calculate Adjusted EBITDA and its reconciliation to net income.
(3) EBIT is a non-GAAP financial measure and is equal to EBITDA minus depreciation and amortization expenses.
(4) Fair value loss and interest expense regarding derivative instruments and the respective fair value gain and interest income regarding derivative instruments are represented on a net basis. Starting from Q219, interest income on financial assets and interest expenses for financial liabilities, both measured at amortized cost, are represented on a net basis. Historical periods were restated to reflect this change.
Revenue of the Group rose 11.8% year-on-year in Q220. This resulted from Turkcell Turkey’s strong ARPU performance on the back of larger postpaid share, and higher data consumption, as well as upsell efforts.
Turkcell Turkey revenues, comprising 87% of Group revenues, rose 14.1% to TRY6,003 million (TRY5,261 million).
| - | Consumer segment revenues grew 15.3% on the back of rising postpaid subscriber share, increased data consumption and upsell efforts. |
| - | Corporate segment revenues rose 14.1% with the continued momentum of digital business solutions, which grew 15% year-on-year. |
| - | Wholesale revenues stood at TRY259 million (TRY287 million), due to lower roaming revenues impacted by limited mobility. |
Roaming revenues declined to 0.9% of Turkcell Turkey revenues (Q219:3.5%), due to limited mobility.
Turkcell International revenues, comprising 8% of Group revenues, rose 17.5% to TRY578 million (TRY492 million), mainly with the contribution of our Ukrainian operations and the positive impact of currency movements.
Other subsidiaries’ revenues, at 5% of Group revenues, which includes call center revenues, revenues from financial services and energy business revenues were at TRY343 million (TRY438 million).
| - | Consumer finance company’s revenues were at TRY132 million (TRY235 million) in Q220 impacted by the contraction in the consumer loan portfolio, which declined from TRY3.2 billion as of Q219 to TRY1.8 billion |
| Second Quarter 2020 Results |
| | as of Q220. This was due mainly to the installment limitation on consumer loans for telecom devices and the impact of Covid-19 pandemic. |
| - | Our contract with Spor Toto to carry out sports betting operations in Turkey ended as of August 28, 2019. |
Excluding consumer finance business and sports betting operations, our consolidated revenue growth was 15% year-on-year in Q220.
Standalone digital services revenues grew 23% year-on-year in Q220 on the back of increasing number of standalone users.
Cost of revenue (excluding depreciation and amortization) increased to 50.5% (48.8%) as a percentage of revenues in Q220 driven mainly by the increase in cost of goods sold (0.7pp), radio expenses (0.5pp), transmission expenses (0.5pp) and other cost items (0.5pp), despite the decrease in cost of revenue of financial services (0.5pp).
Administrative Expenses decreased to 2.4% (3.0%) as a percentage of revenues in Q220, driven mainly by lower office overhead costs and travel expenses.
Selling and Marketing Expenses decreased to 4.7% (6.7%) as a percentage of revenues in Q220. This was driven by the decline in selling expenses (1.0pp), marketing expenses (0.6pp) with more targeted but lower number of events and other cost items (0.4pp) as a percentage of revenues.
Net impairment losses on financial and contract assets was at 1.5% (0.3%) as a percentage of revenues in Q220.
EBITDA1 rose by 10.6% year-on-year in Q220 leading to an EBITDA margin of 40.8% (41.2%).
| - | Turkcell Turkey’s EBITDA rose 15.8% year-on-year to TRY2,464 million (TRY2,128 million) leading to an EBITDA margin of 41.0% (40.5%) in Q220. |
| - | Turkcell International EBITDA2 rose 18.0% year-on-year to TRY272 million (TRY230 million) with an EBITDA margin of 47.0% (46.8%) in Q220. |
| - | The EBITDA of other subsidiaries stood at TRY89 million (TRY195 million) in Q220. |
Depreciation and amortization expenses increased 14.7% year-on-year in Q220.
Net finance expense decreased to TRY234 million (TRY572 million) in Q220. This was driven mainly by improving net FX impact registered after hedging and lower interest expense on financial assets and liabilities despite the lower interest income on time deposits. Excluding the impact of swap interest expense, we registered a TRY7 million net FX gain after hedging in Q220.
See Appendix A for the details of net foreign exchange gain and loss.
Income tax expense increased to TRY235 million (TRY163 million) in Q220, due mainly to a deferred tax expense incurred in Q220.
Net income of the Group was at TRY852 million (TRY465 million) in Q220. This was driven mainly by strong operating performance as well as improving net FX impact that resulted from prudent financial risk management.
Total cash & debt: Consolidated cash as of June 30, 2020 increased to TRY10,929 million from TRY9,212 million as of March 31, 2020 driven by strong cash flow generation and positive impact of currency movements. Excluding FX swap transactions, 77% of our cash is in US$, 5% in EUR, and 18% in TRY.
Consolidated debt as of June 30, 2020 increased to TRY19,776 million from TRY19,500 million as of March 31, 2020 mainly due to the negative impact of currency movements despite debt repayments. Please note that TRY1,485 million of our consolidated debt is comprised of lease obligations.
Consolidated debt breakdown excluding lease obligations:
| - | Turkcell Turkey’s debt was at TRY16,346 million, of which TRY9,399 million (US$1,374 million) was denominated in US$, TRY5,169 million (EUR671 million) in EUR, TRY233 million (CNY242 million) in CNY, and the remaining TRY1,545 million in TRY. |
(1) EBITDA is a non-GAAP financial measure. See page 14 for the explanation of how we calculate adjusted EBITDA and its reconciliation to net income.
(2) We started to capitalize the frequency usage fees of BeST in Q219 in accordance with IFRS16. This change positively impacted Turkcell International EBITDA.
| Second Quarter 2020 Results |
| - | Our consumer finance company had a debt balance of TRY1,006 million, of which TRY807 million (US$118 million) was denominated in US$, and TRY93 million (EUR12 million) in EUR with the remaining TRY107 million in TRY. |
| - | The debt balance of lifecell was TRY937 million, fully denominated in UAH. |
TRY728 million of lease obligations is denominated in TRY, TRY19 million (US$3 million) in US$, TRY147 million (EUR19 million) in EUR, and the remaining balance in other local currencies (Please note that the figures in parentheses refer to US$ or EUR equivalents).
Net debt as of June 30, 2020 was at TRY8,847 million with a net debt to EBITDA ratio of 0.8 times. Excluding consumer finance company consumer loans, our telco only net debt was at TRY7,053 million with a leverage of 0.7 times.
Turkcell Group has a long FX position of US$50 million as of June 30, 2020 (Please note that this figure takes advance payments and hedging into account, but excludes FX swap transactions).
Capital expenditures: Capital expenditures, including non-operational items, amounted to TRY1,762 million in Q220. In Q220 and H220, operational capital expenditures (excluding license fees) at the Group level were at 16.9% and 14.8% of total revenues, respectively.
Capital expenditures (million TRY) | Quarter | Half Year |
Q219 | Q220 | H119 | H120 |
Operational Capex | 956.0 | 1,171.7 | 1,839.6 | 2,008.4 |
License and Related Costs | 0.5 | 3.5 | 1.2 | 31.6 |
Non-operational Capex (Including IFRS15 & IFRS16) | 851.3 | 586.4 | 1,319.6 | 1,281.6 |
Total Capex | 1,807.8 | 1,761.6 | 3,160.4 | 3,321.6 |
| Second Quarter 2020 Results |
Operational Review of Turkcell Turkey
Summary of Operational Data | Q219 | Q120 | Q220 | y/y % | q/q % |
Number of subscribers (million) | 36.8 | 36.3 | 36.5 | (0.8%) | 0.6% |
Mobile Postpaid (million) | 18.9 | 21.0 | 21.2 | 12.2% | 1.0% |
Mobile M2M (million) | 2.5 | 2.7 | 2.6 | 4.0% | (3.7%) |
Mobile Prepaid (million) | 15.0 | 12.2 | 12.2 | (18.7%) | - |
Fiber (thousand) | 1,426.4 | 1,518.4 | 1,554.1 | 9.0% | 2.4% |
ADSL (thousand) | 798.2 | 695.6 | 702.9 | (11.9%) | 1.0% |
Superbox (thousand)1 | 129.8 | 399.5 | 490.7 | 278.0% | 22.8% |
Cable (thousand) | 20.3 | 58.7 | 64.9 | 219.7% | 10.6% |
IPTV (thousand) | 653.2 | 747.3 | 772.4 | 18.2% | 3.4% |
Churn (%)2 | | | | | |
Mobile Churn (%)3 | 2.0% | 2.0% | 1.9% | (0.1pp) | (0.1pp) |
Fixed Churn (%) | 2.1% | 2.1% | 1.6% | (0.5pp) | (0.5pp) |
ARPU (Average Monthly Revenue per User) (TRY) | | | | | |
Mobile ARPU, blended | 38.1 | 43.0 | 43.0 | 12.9% | - |
Mobile ARPU, blended (excluding M2M) | 40.7 | 46.3 | 46.4 | 14.0% | 0.2% |
Postpaid | 54.3 | 56.6 | 56.3 | 3.7% | (0.5%) |
Postpaid (excluding M2M) | 61.8 | 64.2 | 64.0 | 3.6% | (0.3%) |
Prepaid | 17.8 | 19.9 | 19.8 | 11.2% | (0.5%) |
Fixed Residential ARPU, blended | 64.2 | 68.5 | 69.6 | 8.4% | 1.6% |
Residential Fiber ARPU | 66.1 | 71.2 | 72.1 | 9.1% | 1.3% |
Average mobile data usage per user (GB/user) | 6.6 | 9.8 | 11.7 | 77.3% | 19.4% |
Mobile MoU (Avg. Monthly Minutes of usage per subs) blended | 416.2 | 458.2 | 511.9 | 23.0% | 11.7% |
(1) Superbox subscribers are included in mobile subscribers.
(2) Presentation of churn figures has been changed to demonstrate average monthly churn figures for the respective quarters.
(3) In Q117, our churn policy was revised to extend from 9 months to 12 months (the period at the end of which we disconnect prepaid subscribers who have not topped up above TRY10). Additionally, under our revised policy, prepaid customers who last topped up before March will be disconnected at the latest by year-end. As a regulatory requirement, we started to disconnect prepaid lines in accordance with new ICTA regulation, which requires deactivation of prepaid lines which lack residency documents by the 6th month of subscription.
We continued to grow our subscriber base in Turkey registering 181 thousand net quarterly additions, despite the Covid-19 headwind. This was driven by our offerings with rich value propositions and customer-oriented campaigns.
On the mobile front our subscriber base expanded by 106 thousand quarterly net additions reaching 33.4 million. We registered 144 thousand net quarterly additions to our postpaid customer base. Accordingly, as of 2Q20, postpaid subscribers comprised 63.5% (55.7%) of our mobile subscriber base. We disconnected 171 thousand prepaid customers in Q220 in accordance with the ICTA regulation requiring deactivation of prepaid lines lacking residency documents by the 6th month of subscription.
On the fixed front, our subscriber base exceeded 2.3 million on 49 thousand quarterly net additions. Our fiber subscriber base expanded by 36 thousand quarterly and 128 thousand annual net additions. Superbox, the sole alternative to fiber in Turkey, registered 91 thousand net additions in Q220. Superbox tapped 500 thousand customers in July. Meanwhile, our IPTV customers rose to 772 thousand on 25 thousand quarterly and 119 thousand annual net additions.
The average monthly mobile churn rate was at 1.9% in Q220. Meanwhile the average monthly fixed churn rate declined to 1.6% with 0.5pp improvement.
Our mobile ARPU (excluding M2M) rose 14.0% year-on-year in Q220, backed by rising postpaid subscriber base and upsell efforts, driven by increased data consumption and digital services usage.
We registered residential fiber ARPU growth of 9.1% year-on-year in Q220. This was driven by upsell efforts and the acquisition of higher revenue generating subscribers.
Average monthly mobile data usage per user reached 11.7GB on a 77.3% year-on-year rise with increasing number and consumption of 4.5G users. Accordingly, average mobile data usage of 4.5G users reached 13.9 GB in Q220.
The number of 4.5G compatible smartphones on our network increased to 21.0 million on 584 thousand quarterly additions in Q220, comprising 90% of smartphones on our network. Total smartphone penetration reached 79%.
| Second Quarter 2020 Results |
TURKCELL INTERNATIONAL
lifecell1 Financial Data | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Revenue (million UAH) | 1,481.9 | 1,596.3 | 7.7% | 2,897.4 | 3,176.4 | 9.6% |
EBITDA (million UAH) | 798.8 | 880.1 | 10.2% | 1,614.3 | 1,678.2 | 4.0% |
EBITDA margin (%) | 53.9% | 55.1% | 1.2pp | 55.7% | 52.8% | (2.9pp) |
Net income / (loss) (million UAH) | (293.2) | (34.0) | (88.4%) | (560.4) | (184.9) | (67.0%) |
Capex (million UAH) | 350.0 | 440.8 | 25.9% | 707.8 | 1,076.0 | 52.0% |
Revenue (million TRY) | 324.3 | 402.3 | 24.1% | 600.1 | 788.7 | 31.4% |
EBITDA (million TRY) | 174.8 | 221.8 | 26.9% | 333.8 | 417.0 | 24.9% |
EBITDA margin (%) | 53.9% | 55.1% | 1.2pp | 55.6% | 52.9% | (2.7pp) |
Net income / (loss) (million TRY) | (64.0) | (8.3) | (87.0%) | (116.1) | (45.3) | (61.0%) |
(1) Since July 10, 2015, we hold a 100% stake in lifecell.
lifecell (Ukraine) revenues rose 7.7% year-on-year in Q220 in local currency terms, driven by the increase in voice and data usage despite the decline in roaming revenues due to limited mobility during Covid-19 pandemic. lifecell’s EBITDA grew 10.2% year-on-year leading to an EBITDA margin improvement of 1.2pp to 55.1%. This was a result of effective cost management practices of lifecell. Please also note that lifecell registered positive net income in June as a result of its strong operational performance.
lifecell revenues in TRY terms grew 24.1% year-on-year in Q220 reflecting the positive impact of currency movements, while its EBITDA grew by 26.9% leading to an EBITDA margin of 55.1%.
lifecell Operational Data | Q219 | Q120 | Q220 | y/y% | q/q% |
Number of subscribers (million)2 | 9.2 | 8.9 | 8.9 | (3.3%) | - |
Active (3 months)3 | 6.8 | 7.5 | 7.6 | 11.8% | 1.3% |
MOU (minutes) (12 months) | 147.4 | 162.8 | 175.8 | 19.3% | 8.0% |
ARPU (Average Monthly Revenue per User), blended (UAH) | 53.1 | 59.2 | 59.7 | 12.4% | 0.8% |
Active (3 months) (UAH) | 72.5 | 69.5 | 70.3 | (3.0%) | 1.2% |
(2) We may occasionally offer campaigns and tariff schemes that have an active subscriber life differing from the one that we normally use to deactivate subscribers and calculate churn.
(3) Active subscribers are those who in the past three months made a revenue generating activity.
lifecell’s three-month active subscriber base reached 7.6 million on the back of customer retention focus. lifecell’s 3-month active ARPU was at UAH70.3 in Q220.
lifecell continued to increase the penetration of 4.5G users within its customer base in Q220. Accordingly, its 4.5G subscriber base grew 52% year-on-year and its share in data users reached 56% as at the end of Q220. The increase in 4.5G users continued to support data consumption. Average data consumption per user rose 60% year-on-year in Q220.
lifecell continued to enrich customer experience through its digital services while increasing their penetration within its customer base. In the pandemic environment, lifecell also took several steps to support its customers. In this respect, lifecell introduced a healthcare application which allows users to submit questions and obtain opinions from experts 24/7.
In the Covid-19 pandemic environment, the data and voice traffic grew as telecommunication services became more critical for work, education and life. The Covid-19 pandemic mainly impacted the roaming revenues as a result of limited mobility. With regards to customer acquisitions, lifecell began to see recovery in May and June.
| Second Quarter 2020 Results |
BeST1 | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Number of subscribers (million) | 1.5 | 1.4 | (6.7%) | 1.5 | 1.4 | (6.7%) |
Active (3 months) | 1.1 | 1.0 | (9.1%) | 1.1 | 1.0 | (9.1%) |
Revenue (million BYN) | 33.7 | 32.6 | (3.3%) | 65.6 | 65.1 | (0.8%) |
EBITDA (million BYN) | 11.1 | 7.6 | (31.5%) | 18.5 | 16.0 | (13.5%) |
EBITDA margin (%) | 33.0% | 23.3% | (9.7pp) | 28.2% | 24.6% | (3.6pp) |
Net loss (million BYN) | (8.5) | (8.9) | 4.7% | (17.3) | (17.0) | (1.7%) |
Capex (million BYN) | 20.4 | 8.7 | (57.4%) | 31.2 | 19.7 | (36.9%) |
Revenue (million TRY) | 94.1 | 91.0 | (3.3%) | 173.6 | 180.1 | 3.7% |
EBITDA (million TRY) | 31.1 | 21.2 | (31.8%) | 49.5 | 44.3 | (10.5%) |
EBITDA margin (%) | 33.1% | 23.3% | (9.8pp) | 28.5% | 24.6% | (3.9pp) |
Net loss (million TRY) | (23.7) | (24.9) | 5.1% | (45.6) | (47.1) | 3.3% |
(1) BeST, in which we hold an 80% stake, has operated in Belarus since July 2008.
BeST revenues declined 3.3% year-on-year in Q220 in local currency terms. Despite the rise in voice and data revenues, this was mainly due to the declining roaming revenues and device sales as an outcome of limited mobility that resulted from Covid-19 pandemic. BeST’s EBITDA was at BYN7.6 million in Q220 with an EBITDA margin of 23.3%. The decline in EBITDA margin was due mainly to the decline in revenues. Please also note that we started to capitalize BeST’s frequency usage fees in Q219 in accordance with IFRS16 and that the Q119 impact was also booked in Q219 which positively impacted EBITDA.
BeST’s revenues in TRY terms stood at TRY91.0 million, while its EBITDA margin was at 23.3% in Q220.
BeST’s 4G customers comprised 57% of 3-month active users as at the end of Q220, which continued to support data consumption. Accordingly, the average monthly data consumption of subscribers rose 65% on the back of higher data consumption of 4G users. Meanwhile, BeST continued its efforts to increase the penetration of digital services which supports ARPU growth and customer loyalty. In line with the Group’s digital services strategy, BeST also increased its focus on standalone subscriptions. Music, games and TV services were the main drivers of digital services revenue growth in Q220.
Kuzey Kıbrıs Turkcell2 (million TRY) | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Number of subscribers (million) | 0.6 | 0.5 | (16.7%) | 0.6 | 0.5 | (16.7%) |
Revenue | 51.6 | 53.4 | 3.5% | 99.5 | 107.9 | 8.4% |
EBITDA | 19.2 | 19.5 | 1.6% | 36.0 | 39.9 | 10.8% |
EBITDA margin (%) | 37.3% | 36.6% | (0.7pp) | 36.1% | 36.9% | 0.8pp |
Net income | 5.4 | 8.0 | 48.1% | 13.0 | 14.9 | 14.6% |
Capex | 13.0 | 9.8 | (24.6%) | 23.6 | 26.1 | 10.6% |
(2) Kuzey Kıbrıs Turkcell, in which we hold a 100% stake, has operated in Northern Cyprus since 1999
Kuzey Kıbrıs Turkcell revenues grew 3.5% year-on-year in Q220, driven mainly by increased data consumption. The EBITDA of Kuzey Kıbrıs Turkcell rose 1.6% year-on-year leading to an EBITDA margin of 36.6%.
The main impact of COVID-19 on Kuzey Kıbrıs Turkcell operations came from declining handset sales and lower roaming revenues due to limited mobility.
Fintur: In accordance with our strategic approach and IFRS requirements, Fintur is classified as ‘held for sale’ and reported as discontinued operations as of October 2016.
On December 12, 2018, Turkcell signed a binding agreement, and on April 2, 2019 completed the transfer of its shares in Fintur to Sonera Holding B.V., the majority shareholder of Fintur. The final value of the transaction was EUR352.9 million. As the conditions precedent required for the share transfer were completed within Q119, TRY772 million profit generated from the transaction was reflected in the Q119 financial statements.
| Second Quarter 2020 Results |
We booked a provision of TRY60 million in Q219 for the recognition of liability in relation to the Kcell Share Purchase Agreement regarding the past Kcell transaction, and made the respective payment in Q319.
Turkcell Group Subscribers
Turkcell Group subscribers amounted to approximately 47.4 million as of June 30, 2020. This figure is calculated by taking the number of subscribers of Turkcell Turkey, and of each of our subsidiaries. It includes the total number of mobile, fiber, ADSL, cable and IPTV subscribers of Turkcell Turkey, and the mobile subscribers of lifecell and BeST, as well as those of Kuzey Kıbrıs Turkcell.
Turkcell Group Subscribers | Q219 | Q120 | Q220 | y/y% | q/q% |
Mobile Postpaid (million) | 18.9 | 21.0 | 21.2 | 12.2% | 1.0% |
Mobile Prepaid (million) | 15.0 | 12.2 | 12.2 | (18.7%) | - |
Fiber (thousand) | 1,426.4 | 1,518.4 | 1,554.1 | 9.0% | 2.4% |
ADSL (thousand) | 798.2 | 695.6 | 702.9 | (11.9%) | 1.0% |
Superbox (thousand)1 | 129.8 | 399.5 | 490.7 | 278.0% | 22.8% |
Cable (thousand) | 20.3 | 58.7 | 64.9 | 219.7% | 10.6% |
IPTV (thousand) | 653.2 | 747.3 | 772.4 | 18.2% | 3.4% |
Turkcell Turkey subscribers (million)2 | 36.8 | 36.3 | 36.5 | (0.8%) | 0.6% |
lifecell (Ukraine) | 9.2 | 8.9 | 8.9 | (3.3%) | - |
BeST (Belarus) | 1.5 | 1.5 | 1.4 | (6.7%) | (6.7%) |
Kuzey Kıbrıs Turkcell | 0.6 | 0.5 | 0.5 | (16.7%) | - |
lifecell Europe3 | 0.2 | 0.2 | - | n.a | n.a |
Turkcell Group Subscribers (million) | 48.2 | 47.3 | 47.4 | (1.7%) | 0.2% |
(1) Superbox subscribers are included in mobile subscribers.
(2) Subscribers to more than one service are counted separately for each service.
(3) The marketing partnership between Turkcell Europe and Telekom Deutschland Multibrand GmbH, the subsidiary of Deutsche Telekom, has ended on April 30, 2020 pursuant to the respective agreement. Turkcell Europe was rebranded as lifecell Europe on January 15, 2018.
OVERVIEW OF THE MACROECONOMIC ENVIRONMENT
The foreign exchange rates used in our financial reporting, along with certain macroeconomic indicators, are set out below.
| | | Quarter | | | Half Year |
| Q219 | Q120 | Q220 | y/y% | q/q% | H119 | H120 | y/y% |
GDP Growth (Turkey) | (1.6%) | 4.5% | n.a | n.a | n.a | (1.9%) | n.a | n.a |
Consumer Price Index (Turkey)(yoy) | 15.7% | 11.9% | 12.6% | (3.1pp) | 0.7pp | 15.7% | 12.6% | (3.1pp) |
US$ / TRY rate | | | | | | | | |
Closing Rate | 5.7551 | 6.5160 | 6.8422 | 18.9% | 5.0% | 5.7551 | 6.8422 | 18.9% |
Average Rate | 5.8478 | 6.1419 | 6.8239 | 16.7% | 11.1% | 5.5928 | 6.4829 | 15.9% |
EUR / TRY rate | | | | | | | | |
Closing Rate | 6.5507 | 7.2150 | 7.7082 | 17.7% | 6.8% | 6.5507 | 7.7082 | 17.7% |
Average Rate | 6.5488 | 6.7901 | 7.5383 | 15.1% | 11.0% | 6.3132 | 7.1642 | 13.5% |
US$ / UAH rate | | | | | | | | |
Closing Rate | 26.17 | 28.06 | 26.69 | 2.0% | (4.9%) | 26.17 | 26.69 | 2.0% |
Average Rate | 26.73 | 25.12 | 27.08 | 1.3% | 7.8% | 27.07 | 26.10 | (3.6%) |
US$ / BYN rate | | | | | | | | |
Closing Rate | 2.0433 | 2.6023 | 2.4008 | 17.5% | (7.7%) | 2.0433 | 2.4008 | 17.5% |
Average Rate | 2.0967 | 2.2433 | 2.4492 | 16.8% | 9.2% | 2.1219 | 2.3462 | 10.6% |
| Second Quarter 2020 Results |
RECONCILIATION OF NON-GAAP FINANCIAL MEASUREMENTS: We believe Adjusted EBITDA, among other measures, facilitates performance comparisons from period to period and management decision making. It also facilitates performance comparisons from company to company. Adjusted EBITDA as a performance measure eliminates potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact of changes in effective tax rates on periods or companies) and the age and book depreciation of tangible assets (affecting relative depreciation expense). We also present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties in evaluating the performance of other mobile operators in the telecommunications industry in Europe, many of which present Adjusted EBITDA when reporting their results.
Our Adjusted EBITDA definition includes Revenue, Cost of Revenue excluding depreciation and amortization, Selling and Marketing expenses, Administrative expenses and Net impairment losses on financial and contract assets, but excludes translation gain/(loss), finance income, finance expense, share of profit of equity accounted investees, gain on sale of investments, minority interest and other income/(expense).
Nevertheless, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation from, or as a substitute for analysis of our results of operations, as reported under IFRS. The following table provides a reconciliation of Adjusted EBITDA, as calculated using financial data prepared in accordance with IFRS as issued by the IASB, to net profit, which we believe is the most directly comparable financial measure calculated and presented in accordance with IFRS as issued by the IASB.
Turkcell Group (million TRY) | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Adjusted EBITDA | 2,552.8 | 2,824.3 | 10.6% | 4,833.9 | 5,633.3 | 16.5% |
Depreciation and amortization | (1,265.8) | (1,451.5) | 14.7% | (2,443.9) | (2,823.6) | 15.5% |
EBIT | 1,287.0 | 1,372.8 | 6.7% | 2,390.0 | 2,809.8 | 17.6% |
Finance income | (200.4) | 506.2 | n.m | 334.7 | 1,127.7 | 236.9% |
Finance costs | (371.4) | (740.0) | 99.2% | (1,326.8) | (1,582.9) | 19.3% |
Other income / (expense) | (73.8) | (51.1) | (30.8%) | (125.7) | (145.1) | 15.4% |
Share of profit of equity accounted investees | 1.0 | (0.0) | (100.0%) | 1.7 | (3.3) | (294.1%) |
Consolidated profit from continued operations before income tax & minority interest | 642.4 | 1,087.9 | 69.3% | 1,274.0 | 2,206.2 | 73.2% |
Income tax expense | (163.0) | (234.9) | 44.1% | (322.7) | (479.3) | 48.5% |
Consolidated profit from continued operations before minority interest | 479.4 | 853.0 | 77.9% | 951.2 | 1,726.9 | 81.5% |
Discontinued operations | - | - | n.a | 772.4 | - | n.a |
Consolidated profit before minority interest | 479.4 | 853.0 | 77.9% | 1,723.7 | 1,726.9 | 0.2% |
| Second Quarter 2020 Results |
NOTICE: This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995. This includes, in particular, our targets for revenue, EBITDA, EBIT and capex for 2020. More generally, all statements other than statements of historical facts included in this press release, including, without limitation, certain statements regarding the launch of new businesses, our operations, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as, among others, “will,” “expect,” “intend,” “estimate,” “believe”, “continue” and “guidance”.
Although Turkcell believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to be correct. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. For a discussion of certain factors that may affect the outcome of such forward looking statements, see our Annual Report on Form 20-F for 2020 filed with the U.S. Securities and Exchange Commission, and in particular the risk factor section therein. We undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The Company makes no representation as to the accuracy or completeness of the information contained in this press release, which remains subject to verification, completion and change. No responsibility or liability is or will be accepted by the Company or any of its subsidiaries, board members, officers, employees or agents as to or in relation to the accuracy or completeness of the information contained in this press release or any other written or oral information made available to any interested party or its advisers.
ABOUT TURKCELL: Turkcell is a digital operator headquartered in Turkey, serving its customers with its unique portfolio of digital services along with voice, messaging, data and IPTV services on its mobile and fixed networks. Turkcell Group companies operate in 5 countries – Turkey, Ukraine, Belarus, Northern Cyprus, Germany. Turkcell launched LTE services in its home country on April 1st, 2016, employing LTE-Advanced and 3 carrier aggregation technologies in 81 cities. Turkcell offers up to 10 Gbps fiber internet speed with its FTTH services. Turkcell Group reported TRY6.9 billion revenue in Q220 with total assets of TRY47.0 billion as of June 30, 2020. It has been listed on the NYSE and the BIST since July 2000, and is the only NYSE-listed company in Turkey. Read more at www.turkcell.com.tr.
For further information please contact Turkcell
Investor Relations Tel: + 90 212 313 1888 investor.relations@turkcell.com.tr | Corporate Communications: Tel: + 90 212 313 2321 Turkcell-Kurumsal-Iletisim@turkcell.com.tr |
| Second Quarter 2020 Results |
Appendix A – Tables
Table: Net foreign exchange gain and loss details
Million TRY | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Turkcell Turkey | (37.4) | (464.9) | n.m | (595.9) | (1,003.7) | 68.4% |
Turkcell International | (9.8) | (19.9) | 103.1% | (35.7) | (51.2) | 43.4% |
Other Subsidiaries | (61.9) | (56.9) | (8.1%) | (190.0) | (174.9) | (7.9%) |
Net FX loss before hedging | (109.1) | (541.6) | 396.4% | (821.6) | (1,229.9) | 49.7% |
Swap interest income/(expense)1 | (156.1) | (102.8) | (34.1%) | (322.4) | (224.7) | (30.3%) |
Fair value gain on derivative financial instruments1 | (143.8) | 548.7 | (481.6%) | 474.8 | 1,257.7 | 164.9% |
Net FX gain / (loss) after hedging | (409.1) | (95.7) | (76.6%) | (669.3) | (196.9) | (70.6%) |
(1) Swap interest income / (expense) which was included in fair value gain on derivative financial instruments line in previous quarters has been presented separately.
Table: Income tax expense details
Million TRY | | Quarter | | | Half Year | |
Q219 | Q220 | y/y% | H119 | H120 | y/y% |
Current tax expense | (208.0) | (197.0) | (5.3%) | (361.8) | (358.5) | (0.9%) |
Deferred tax income / (expense) | 45.0 | (37.9) | (184.2%) | 39.1 | (120.7) | (408.7%) |
Income Tax expense | (163.0) | (234.9) | 44.1% | (322.7) | (479.3) | 48.5% |
TURKCELL ILETISIM HIZMETLERI AS
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
As at 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | | Note | | | | 30 June 2020 | | | | 31 December 2019 | |
| | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Property, plant and equipment | | | 9 | | | | 12,774,937 | | | | 12,458,491 | |
Right-of-use assets | | | 11 | | | | 1,776,121 | | | | 1,783,096 | |
Intangible assets | | | 10 | | | | 11,652,883 | | | | 11,308,062 | |
Investment properties | | | | | | | 12,742 | | | | 16,283 | |
Trade receivables | | | | | | | 181,158 | | | | 148,159 | |
Receivables from financial services | | | | | | | 56,899 | | | | 123,136 | |
Contract assets | | | | | | | 8,949 | | | | 10,291 | |
Deferred tax assets | | | | | | | 179,508 | | | | 189,342 | |
Investments in equity accounted investees | | | | | | | 77,389 | | | | 41,701 | |
Other non-current assets | | | | | | | 290,214 | | | | 304,270 | |
Total non-current assets | | | | | | | 27,010,800 | | | | 26,382,831 | |
| | | | | | | | | | | | |
Inventories | | | | | | | 270,792 | | | | 178,399 | |
Trade receivables | | | | | | | 3,818,559 | | | | 3,133,975 | |
Due from related parties | | | | | | | 2,988 | | | | 4,477 | |
Receivables from financial services | | | | | | | 1,768,745 | | | | 2,319,122 | |
Contract assets | | | | | | | 875,544 | | | | 933,969 | |
Derivative financial instruments | | | 15 | | | | 845,006 | | | | 845,513 | |
Financial asset at amortized cost | | | | | | | 85,192 | | | | 5,368 | |
Financial asset at fair value through other comprehensive income | | | 12 | | | | 408,309 | | | | 345,602 | |
Cash and cash equivalents | | | | | | | 10,929,097 | | | | 10,238,715 | |
Other current assets | | | | | | | 1,026,937 | | | | 1,327,004 | |
Total current assets | | | | | | | 20,031,169 | | | | 19,332,144 | |
| | | | | | | | | | | | |
Total assets | | | | | | | 47,041,969 | | | | 45,714,975 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Equity | | | | | | | | | | | | |
Share capital | | | | | | | 2,200,000 | | | | 2,200,000 | |
Share premium | | | | | | | 269 | | | | 269 | |
Treasury shares | | | | | | | (154,146 | ) | | | (144,152 | ) |
Additional paid-in capital | | | | | | | 35,026 | | | | 35,026 | |
Reserves | | | | | | | 2,704,911 | | | | 2,816,359 | |
Remeasurements of employee termination benefit | | | | | | | (63,539 | ) | | | (63,539 | ) |
Retained earnings | | | | | | | 14,809,504 | | | | 13,202,526 | |
Total equity attributable to equity holders of Turkcell Iletisim Hizmetleri AS (“the Company”) | | | | | | | 19,532,025 | | | | 18,046,489 | |
Non-controlling interests | | | | | | | 6,125 | | | | 36,455 | |
| | | | | | | | | | | | |
Total equity | | | | | | | 19,538,150 | | | | 18,082,944 | |
The above condensed consolidated interim statement of financial position should be read in conjunction with the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
As at 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | | Note | | | | 30 June 2020 | | | | 31 December 2019 | |
Liabilities | | | | | | | | | | | | |
Borrowings | | | 14 | | | | 14,361,939 | | | | 12,677,394 | |
Employee benefit obligations | | | | | | | 328,809 | | | | 294,331 | |
Provisions | | | | | | | 352,589 | | | | 337,404 | |
Deferred tax liabilities | | | | | | | 1,207,155 | | | | 1,165,630 | |
Contract liabilities | | | | | | | 176,859 | | | | 141,890 | |
Other non-current liabilities | | | | | | | 418,761 | | | | 359,857 | |
Total non-current liabilities | | | | | | | 16,846,112 | | | | 14,976,506 | |
| | | | | | | | | | | | |
Borrowings | | | 14 | | | | 5,414,028 | | | | 7,628,333 | |
Current tax liabilities | | | | | | | 178,883 | | | | 121,258 | |
Trade and other payables | | | | | | | 4,462,360 | | | | 4,117,471 | |
Due to related parties | | | | | | | 7,336 | | | | 12,082 | |
Deferred revenue | | | | | | | 75,045 | | | | 56,544 | |
Provisions | | | | | | | 132,421 | | | | 342,812 | |
Contract liabilities | | | | | | | 305,729 | | | | 290,408 | |
Derivative financial instruments | | | 15 | | | | 81,905 | | | | 86,617 | |
Total current liabilities | | | | | | | 10,657,707 | | | | 12,655,525 | |
| | | | | | | | | | | | |
Total liabilities | | | | | | | 27,503,819 | | | | 27,632,031 | |
| | | | | | | | | | | | |
Total equity and liabilities | | | | | | | 47,041,969 | | | | 45,714,975 | |
The above condensed consolidated interim statement of financial position should be read in conjunction with the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
CONDENSED CONSOLIDATED INTERIM STATEMENT OF PROFIT OR LOSS
For the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | | | Six months ended | | Three months ended |
| | Note | | | 30 June 2020 | | | | 30 June 2019 | | | | 30 June 2020 | | | | 30 June 2019 | |
| | | | | | | | | | |
Revenue | | | 8 | | | | 13,167,448 | | | | 11,279,888 | | | | 6,728,931 | | | | 5,899,848 | |
Revenue from financial services | | | 8 | | | | 414,652 | | | | 586,611 | | | | 194,972 | | | | 291,292 | |
Total revenue | | | | | | | 13,582,100 | | | | 11,866,499 | | | | 6,923,903 | | | | 6,191,140 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of revenue | | | | | | | (9,437,852 | ) | | | (8,031,029 | ) | | | (4,903,586 | ) | | | (4,208,987 | ) |
Cost of revenue from financial services | | | | | | | (81,694 | ) | | | (161,646 | ) | | | (46,494 | ) | | | (75,391 | ) |
Total cost of revenue | | | | | | | (9,519,546 | ) | | | (8,192,675 | ) | | | (4,950,080 | ) | | | (4,284,378 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | | | | | 3,729,596 | | | | 3,248,859 | | | | 1,825,345 | | | | 1,690,861 | |
Gross profit from financial services | | | | | | | 332,958 | | | | 424,965 | | | | 148,478 | | | | 215,901 | |
Total gross profit | | | | | | | 4,062,554 | | | | 3,673,824 | | | | 1,973,823 | | | | 1,906,762 | |
| | | | | | | | | | | | | | | | | | | | |
Other income | | | | | | | 55,917 | | | | 63,621 | | | | 23,056 | | | | 36,959 | |
Selling and marketing expenses | | | | | | | (676,562 | ) | | | (816,542 | ) | | | (327,865 | ) | | | (413,389 | ) |
Administrative expenses | | | | | | | (354,705 | ) | | | (375,510 | ) | | | (166,419 | ) | | | (184,941 | ) |
Net impairment losses on financial and | | | | | | | | | | | | | | | | | | | | |
contract assets | | | | | | | (221,518 | ) | | | (91,770 | ) | | | (106,751 | ) | | | (21,435 | ) |
Other expenses | | | | | | | (201,055 | ) | | | (189,280 | ) | | | (74,172 | ) | | | (110,799 | ) |
Operating profit | | | | | | | 2,664,631 | | | | 2,264,343 | | | | 1,321,672 | | | | 1,213,157 | |
| | | | | | | | | | | | | | | | | | | | |
Finance income | | | 6 | | | | 1,127,698 | | | | 334,737 | | | | 506,189 | | | | (200,361 | ) |
Finance costs | | | 6 | | | | (1,582,874 | ) | | | (1,326,835 | ) | | | (739,961 | ) | | | (371,357 | ) |
Net finance costs | | | | | | | (455,176 | ) | | | (992,098 | ) | | | (233,772 | ) | | | (571,718 | ) |
| | | | | | | | | | | | | | | | | | | | |
Share of profit of equity accounted investees | | | | | | | (3,262 | ) | | | 1,738 | | | | (14 | ) | | | 951 | |
Profit before income tax | | | | | | | 2,206,193 | | | | 1,273,983 | | | | 1,087,886 | | | | 642,390 | |
| | | | | | | | | | | | | | | | | | | | |
Income tax expense | | | 7 | | | | (479,271 | ) | | | (322,735 | ) | | | (234,878 | ) | | | (162,961 | ) |
Profit from continuing operations | | | | | | | 1,726,922 | | | | 951,248 | | | | 853,008 | | | | 479,429 | |
| | | | | | | | | | | | | | | | | | | | |
Profit from discontinued operations | | | | | | | | | | | | | | | | | | | | |
(attributable to owners of the Company) | | | 19 | | | | — | | | | 772,436 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Profit for the year | | | | | | | 1,726,922 | | | | 1,723,684 | | | | 853,008 | | | | 479,429 | |
| | | | | | | | | | | | | | | | | | | | |
Profit for the year is attributable to: | | | | | | | | | | | | | | | | | | | | |
Owners of the Company | | | | | | | 1,724,396 | | | | 1,689,615 | | | | 851,674 | | | | 465,164 | |
Non-controlling interests | | | | | | | 2,526 | | | | 34,069 | | | | 1,334 | | | | 14,265 | |
Total | | | | | | | 1,726,922 | | | | 1,723,684 | | | | 853,008 | | | | 479,429 | |
| | | | | | | | | | | | | | | | | | | | |
Basic and diluted earnings per share for profit | | | | | | | | | | | | | | | | | | | | |
attributable to owners of the Company (in full TL) | | | | | | | 0.79 | | | | 0.77 | | | | 0.39 | | | | 0.21 | |
Basic and diluted earnings per share for profit | | | | | | | | | | | | | | | | | | | | |
from continuing operations attributable to | | | | | | | | | | | | | | | | | | | | |
owners of the Company (in full TL) | | | | | | | 0.79 | | | | 0.42 | | | | 0.39 | | | | 0.21 | |
Basic and diluted earnings per share for profit from discontinued operations attributable to | | | | | | | | | | | | | | | | | | | | |
owners of the Company (in full TL) | | | | | | | — | | | | 0.35 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
The above condensed consolidated interim statement of profit or loss should be read in conjunction with the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
CONDENSED CONSOLIDATED INTERIM STATEMENT OF OTHER COMPREHENSIVE INCOME
For the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | | Six months ended | | Three months ended |
| Note | | | 30 June 2020 | | | | 30 June 2019 | | | | 30 June 2020 | | | | 30 June 2019 | |
| | | | | | | | | |
Profit for the year | | | | 1,726,922 | | | | 1,723,684 | | | | 853,008 | | | | 479,429 | |
| | | | | | | | | | | | | | | | | |
Other comprehensive income/(expense): | | | | | | | | | | | | | | | | | |
Items that may be reclassified to profit or loss: | | | | | | | | | | | | | | | | | |
Exchange differences on translation of foreign operations | | | | 141,358 | | | | 245,792 | | | | 218,236 | | | | 100,578 | |
Exchange differences arising from discontinued operations | | | | — | | | | 104,986 | | | | — | | | | — | |
Fair value reserve | | | | (4,696 | ) | | | 169 | | | | 1,872 | | | | 1,148 | |
Cash flow hedges - effective portion of changes in fair value | | | | 726,006 | | | | 271,890 | | | | 305,724 | | | | 223 | |
Cash flow hedges - reclassified to profit or loss | | | | (768,791 | ) | | | (367,933 | ) | | | (325,245 | ) | | | (146,566 | ) |
Cost of hedging reserve - changes in fair value | | | | (304,230 | ) | | | (137,928 | ) | | | (40,953 | ) | | | (13,090 | ) |
Cost of hedging reserve - reclassified to profit or loss | | | | 65,828 | | | | (9,551 | ) | | | 15,439 | | | | (48,895 | ) |
Losses on hedges of net investments in foreign operations | | | | (169,602 | ) | | | (33,371 | ) | | | (80,284 | ) | | | (33,371 | ) |
Income tax relating to these items | | | | 85,261 | | | | (33,433 | ) | | | (87,240 | ) | | | (2,009 | ) |
-Income tax relating to exchange differences | | | | (14,945 | ) | | | (94,349 | ) | | | (114,397 | ) | | | (55,182 | ) |
-Income tax relating to fair value reserve | | | | 1,033 | | | | — | | | | (412 | ) | | | — | |
-Income tax relating to hedges of net investments | | | | 37,312 | | | | 7,342 | | | | 17,662 | | | | 7,342 | |
-Income tax relating to cash flow hedges | | | | 9,413 | | | | 21,129 | | | | 4,295 | | | | 32,195 | |
-Income tax relating to cost of hedging reserve | | | | 52,448 | | | | 32,445 | | | | 5,612 | | | | 13,636 | |
Other comprehensive (loss)/income for the year, net of income tax | | | | (228,866 | ) | | | 40,621 | | | | 7,549 | | | | (141,982 | ) |
Total comprehensive income for the year | | | | 1,498,056 | | | | 1,764,305 | | | | 860,557 | | | | 337,447 | |
| | | | | | | | | | | | | | | | | |
Total comprehensive income for the year is attributable to: | | | | | | | | | | | | | | | | | |
Owners of the Company | | | | 1,495,530 | | | | 1,731,011 | | | | 859,218 | | | | 323,223 | |
Non-controlling interests | | | | 2,526 | | | | 33,294 | | | | 1,339 | | | | 14,224 | |
Total | | | | 1,498,056 | | | | 1,764,305 | | | | 860,557 | | | | 337,447 | |
| | | | | | | | | | | | | | | | | |
Total comprehensive income for the year attributable to | | | | | | | | | | | | | | | | | |
owners of the Company arises from: | | | | | | | | | | | | | | | | | |
Continuing operations | | | | 1,495,530 | | | | 853,589 | | | | 859,218 | | | | 323,223 | |
Discontinued operations | | | | — | | | | 877,422 | | | | — | | | | — | |
Total | | | | 1,495,530 | | | | 1,731,011 | | | | 859,218 | | | | 323,223 | |
The above condensed consolidated interim statement of comprehensive income should be read in conjunction with the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | Share capital | | Treasury shares | | Additional paid-in capital | | Share premium | | Legal Reserve (*) | | Fair value Reserve (*) | | Net investment Hedge (*) | | Hedging reserve (*) | | Cost of hedging reserve (*) | | Reserve for non-controlling interest put option (*) | | Foreign currency translation reserve (*) | | Remeasurements of employee termination benefit | | Retained earnings | | Total | | Non-controlling interests | | Total equity |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at 1 January 2019 | | | 2,200,000 | | | | (141,534 | ) | | | 35,026 | | | | 269 | | | | 2,235,922 | | | | — | | | | — | | | | 14,942 | | | | (271,130 | ) | | | (810,192 | ) | | | 1,333,995 | | | | (34,871 | ) | | | 11,359,317 | | | | 15,921,744 | | | | 131,810 | | | | 16,053,554 | |
Total comprehensive income/(loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Profit for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,689,615 | | | | 1,689,615 | | | | 34,069 | | | | 1,723,684 | |
Other comprehensive income, net of income tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | 169 | | | | (26,029 | ) | | | (74,914 | ) | | | (115,034 | ) | | | (66,675 | ) | | | 323,879 | | | | — | | | | — | | | | 41,396 | | | | (775 | ) | | | 40,621 | |
Total comprehensive income/(loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 169 | | | | (26,029 | ) | | | (74,914 | ) | | | (115,034 | ) | | | (66,675 | ) | | | 323,879 | | | | — | | | | 1,689,615 | | | | 1,731,011 | | | | 33,294 | | | | 1,764,305 | |
Acquisition of treasury shares (-) | | | — | | | | (9,998 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,998 | ) | | | — | | | | (9,998 | ) |
Transfer to legal reserve | | | — | | | | — | | | | — | | | | — | | | | 203,378 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (203,378 | ) | | | — | | | | — | | | | — | |
Dividends paid | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (109,178 | ) | | | (109,178 | ) |
Sale of investment | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 876,867 | | | | (1,388,905 | ) | | | — | | | | 143,905 | | | | (368,133 | ) | | | — | | | | (368,133 | ) |
Balance at 30 June 2019 | | | 2,200,000 | | | | (151,532 | ) | | | 35,026 | | | | 269 | | | | 2,439,300 | | | | 169 | | | | (26,029 | ) | | | (59,972 | ) | | | (386,164 | ) | | | — | | | | 268,969 | | | | (34,871 | ) | | | 12,989,459 | | | | 17,274,624 | | | | 55,926 | | | | 17,330,550 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at 1 January 2020 | | | 2,200,000 | | | | (144,152 | ) | | | 35,026 | | | | 269 | | | | 2,773,105 | | | | 3,472 | | | | (43,203 | ) | | | (155,002 | ) | | | (212,159 | ) | | | — | | | | 450,146 | | | | (63,539 | ) | | | 13,202,526 | | | | 18,046,489 | | | | 36,455 | | | | 18,082,944 | |
Profit for the period | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,724,396 | | | | 1,724,396 | | | | 2,526 | | | | 1,726,922 | |
Other comprehensive income, net of income tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,663 | ) | | | (132,290 | ) | | | (33,372 | ) | | | (185,954 | ) | | | — | | | | 126,413 | | | | — | | | | — | | | | (228,866 | ) | | | — | | | | (228,866 | ) |
Total comprehensive income/(loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,663 | ) | | | (132,290 | ) | | | (33,372 | ) | | | (185,954 | ) | | | — | | | | 126,413 | | | | — | | | | 1,724,396 | | | | 1,495,530 | | | | 2,526 | | | | 1,498,056 | |
Acquisition of treasury shares (-) | | | — | | | | (9,994 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (9,994 | ) | | | — | | | | (9,994 | ) |
Transfer to legal reserves | | | — | | | | — | | | | — | | | | — | | | | 117,418 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (117,418 | ) | | | — | | | | — | | | | — | |
Dividend paid (Note 13) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (32,856 | ) | | | (32,856 | ) |
Balance at 30 June 2020 | | | 2,200,000 | | | | (154,146 | ) | | | 35,026 | | | | 269 | | | | 2,890,523 | | | | (191 | ) | | | (175,493 | ) | | | (188,374 | ) | | | (398,113 | ) | | | — | | | | 576,559 | | | | (63,539 | ) | | | 14,809,504 | | | | 19,532,025 | | | | 6,125 | | | | 19,538,150 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(*) Included in Reserves in the condensed consolidated interim statement of financial position.
The above condensed consolidated interim statement of changes in equity should be read in conjunction with the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
For the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | | | |
| | | | Six months ended 30 June |
| | Note | | | 2020 | | | | 2019 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Profit before income tax from | | | | | | | | | | | | |
Continuing operations | | | | | | | 1,726,922 | | | | 951,248 | |
Discontinued operations | | | | | | | — | | | | 772,436 | |
Profit before income tax including discontinued operations | | | | | | | 1,726,922 | | | | 1,723,684 | |
| | | | | | | | | | | | |
Adjustments for: | | | | | | | | | | | | |
Depreciation and impairment of property, plant and equipment and investment properties | | | 9 | | | | 1,164,844 | | | | 1,035,140 | |
Amortization of intangible assets and right of use assets | | | 10,11 | | | | 1,658,726 | | | | 1,408,786 | |
Net finance expense | | | | | | | 509,179 | | | | 771,802 | |
Fair value adjustments to derivatives | | | 15 | | | | (1,257,718 | ) | | | (474,756 | ) |
Income tax expense | | | | | | | 479,271 | | | | 322,735 | |
Gain on sale of property, plant and equipment | | | | | | | (20,565 | ) | | | (31,150 | ) |
Unrealized foreign exchange losses on operating assets | | | | | | | 2,178,661 | | | | 1,117,022 | |
Provisions | | | | | | | 490,100 | | | | 311,636 | |
Share of profit of equity accounted investees | | | | | | | 3,262 | | | | (1,738 | ) |
Adjustments to (earnings) due to disposal of assets held for sale or to associates | | | 19 | | | | — | | | | (772,436 | ) |
Non-cash other adjustments | | | | | | | (7,882 | ) | | | — | |
| | | | | | | 6,924,800 | | | | 5,410,725 | |
Change in operating assets/liabilities | | | | | | | | | | | | |
Change in trade receivables | | | | | | | (844,112 | ) | | | (700,826 | ) |
Change in due from related parties | | | | | | | 2,120 | | | | 7,164 | |
Change in receivables from financial services | | | | | | | 572,661 | | | | 925,548 | |
Change in inventories | | | | | | | (92,393 | ) | | | (1,702 | ) |
Change in other current assets | | | | | | | 156,032 | | | | (447,117 | ) |
Change in other non-current assets | | | | | | | (18,472 | ) | | | (31,821 | ) |
Change in due to related parties | | | | | | | (5,340 | ) | | | (5,534 | ) |
Change in trade and other payables | | | | | | | 159,179 | | | | (625,714 | ) |
Change in other non-current liabilities | | | | | | | — | | | | (35,439 | ) |
Change in employee benefit obligations | | | | | | | (11,138 | ) | | | (5,444 | ) |
Change in deferred revenue | | | | | | | 51,818 | | | | 46,221 | |
Change in short term contract asset | | | | | | | 58,368 | | | | 153,503 | |
Change in long term contract asset | | | | | | | 1,342 | | | | (468 | ) |
Change in short term contract liability | | | | | | | 15,321 | | | | 19,570 | |
Change in long term contract liability | | | | | | | 34,969 | | | | (7,461 | ) |
Changes in other working capital | | | | | | | (446,322 | ) | | | (314,367 | ) |
Cash generated from operations | | | | | | | 6,558,833 | | | | 4,386,838 | |
| | | | | | | | | | | | |
Interest paid | | | | | | | (796,961 | ) | | | (971,228 | ) |
Income tax paid | | | | | | | (234,680 | ) | | | (297,244 | ) |
Net cash inflow from operating activities | | | | | | | 5,527,192 | | | | 3,118,366 | |
Cash flows from investing activities: | | | | | | | | | | | | |
Acquisition of property, plant and equipment | | | 9 | | | | (1,391,820 | ) | | | (1,259,618 | ) |
Acquisition of intangible assets | | | 10 | | | | (1,381,438 | ) | | | (1,152,832 | ) |
Proceeds from sale of property, plant and equipment | | | | | | | 45,086 | | | | 46,299 | |
Proceeds from/(payments for) advances given for acquisition of property, plant and equipment | | | | | | | 35,465 | | | | (364,845 | ) |
Proceeds from sale of subsidiary | | | | | | | — | | | | 2,219,644 | |
Contribution of increase of share capital in joint ventures/associates | | | | | | | (38,950 | ) | | | (19,000 | ) |
Cash inflows from sale of shares or borrowing instruments of other enterprises or funds | | | | | | | 672,277 | | | | 57,529 | |
Cash outflows from sale of shares or borrowing instruments of other enterprises or funds | | | | | | | (684,814 | ) | | | (225,972 | ) |
Payments for financial assets at amortized cost | | | | | | | (73,676 | ) | | | — | |
Interest received | | | | | | | 368,884 | | | | 398,302 | |
Net cash outflow from investing activities | | | | | | | (2,448,986 | ) | | | (300,493 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds from derivative instruments | | | | | | | 1,836,593 | | | | 941,848 | |
Repayments of derivative instruments | | | | | | | (977,912 | ) | | | (451,478 | ) |
Proceeds from issues of loans and borrowings | | | | | | | 18,667,494 | | | | 13,296,208 | |
Proceeds from issues of bonds | | | | | | | 275,000 | | | | 175,000 | |
Repayments of borrowings | | | | | | | (21,144,570 | ) | | | (13,255,118 | ) |
Repayments of bonds | | | | | | | (355,878 | ) | | | (225,794 | ) |
Dividends paid to non-controlling interest | | | | | | | (32,856 | ) | | | (109,178 | ) |
Decrease in cash collateral related to loans | | | | | | | — | | | | 204,077 | |
Payments of lease liabilities | | | | | | | (705,430 | ) | | | (634,996 | ) |
Acquisition of treasury shares | | | | | | | (9,994 | ) | | | (9,998 | ) |
Net cash (outflow)/inflow from financing activities | | | | | | | (2,447,553 | ) | | | (69,429 | ) |
| | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | | | | | 630,653 | | | | 2,748,444 | |
| | | | | | | | | | | | |
Cash and cash equivalents at 1 January | | | | | | | 10,238,715 | | | | 7,419,239 | |
| | | | | | | | | | | | |
Effects of exchange rate changes on cash and cash equivalents | | | | | | | 59,729 | | | | 519,049 | |
| | | | | | | | | | | | |
Cash and cash equivalents at 30 June | | | | | | | 10,929,097 | | | | 10,686,732 | |
| | | | | | | | | | | | |
The above condensed consolidated interim statement of cash flows should be read in conjunction with the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
Notes to the condensed consolidated interim financial statements
| Page |
1. Reporting entity | 8 |
2. Basis of preparation | 9 |
3. Significant changes in accounting policies | 9 |
4. Segment information | 13 |
5. Seasonality of operations | 15 |
6. Finance income and costs | 16 |
7. Income tax expense | 16 |
8. Revenue | 17 |
9. Property, plant and equipment | 19 |
10. Intangible assets | 20 |
11. Right of use assets | 22 |
12. Financial assets | 23 |
13. Equity | 24 |
14. Loans and borrowings | 24 |
15. Derivative financial instruments | 27 |
16. Financial instruments | 33 |
17. Guarantees and purchase obligations | 38 |
18. Commitments and contingencies | 38 |
19. Related parties | 39 |
20. Subsidiaries | 41 |
21. Subsequent events | 42 |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
Turkcell Iletisim Hizmetleri Anonim Sirketi (the “Company” or “Turkcell”) was incorporated in Turkey on 5 October 1993 and commenced its operations in 1994. The address of the Company’s registered office is Maltepe Aydinevler Mahallesi Inonu Caddesi No: 20, Kucukyali Ofispark / Istanbul. The Company operates under a 25-year GSM license granted in and effective from April 1998, a 20-year 3G license granted in and effective from April 2009 and a 13-year 4.5G license granted in August 2016 and effective from April 2016. The Company’s shares are listed on Borsa Istanbul A.Ş. (“BIST”) and New York Stock Exchange (“NYSE”).
The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2020 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in an associate.
These condensed consolidated interim financial statements were approved for issue on 13 August 2020.
The Company’s parent is Turkcell Holding A.S. (“Turkcell Holding”), which holds 51% of the Company’s shares as of 30 June 2020. The main shareholders of Turkcell Holding are Telia Finland Oy (“Telia”), Cukurova Group and Alfa Telecom Turkey Limited (“Alfa”) according to the information obtained from public sources.
In order to ensure compliance with corporate governance principles of the Capital Markets Board (“CMB”), three independent board members were appointed in 2013. Additionally, two board members were appointed at the General Assembly dated 29 April 2013 as per the resolution of CMB. Also in 2013, two members were chosen from the independent nominees list submitted by Telia to CMB. On 29 March 2018, in accordance with the shareholder proposal at the Ordinary General Assembly, three new members were elected to serve for 3 years instead of three members who are not among independent members appointed by the CMB. Two new board members were appointed on 7 and 8 March 2019 in lieu of board members who had resigned at various dates in 2019. These two board members were reappointed for 3 years in Ordinary General Assembly Meeting which was held on 12 September 2019. One of the board members resigned on 27 November 2019, and on 13 December 2019 a new board member was appointed for the vacant seat. 3 new independent board members were appointed in lieu of existing 3 independent board members in Board of Directors with the CMB decision dated 5 March 2020. The Company’s Board of Directors consists of a total of seven non-executive members including three independent members as of 30 June 2020.
On 17 June 2020, Company’s direct and indirect shareholders and certain of its related parties, Türkiye Varlık Fonu, the wealth fund of the Republic of Turkey (“TWF”), through Türkiye Varlık Fonu Yönetimi A.Ş., TVF Bilgi Teknolojileri İletişim Hizmetleri Yatırım Sanayi ve Ticaret Anonim Şirketi (“TVF BTIH”), Ziraat Bankası A.Ş. (“Ziraat”) have made press releases and material event disclosures in Turkey and abroad with respect to a series of agreements signed between them. According to said agreements of which official announcements have been made vis-à-vis the relevant authorities, upon satisfaction of a number of conditions, particularly obtainment of regulatory approvals and fulfilment of other third-party actions along with the approval of the amendments to the articles of association which should be made at Turkcell shareholders’ general assembly, it is contemplated the following; (i) Telia, currently the holder of 47.09% shares of Turkcell Holding (indirectly 24.02% in Turkcell) to divest of all of its interest in Turkcell’s shareholding structure by selling its shares to TVF BTIH, (ii) Çukurova Telecom Holdings Ltd. Şti, currently the holder of 52.91% shares of Turkcell Holding according to public announcements (indirectly 26.98% in Turkcell) to divest all of its interest in shareholding structure by selling its shares to TVF BTIH, (iii) having thus acquired all shares in Turkcell Holding, TVF BTIH to merge with Turkcell Holding and Turkcell Holding, as a result, to cease its legal existence, (iv) TVF BTIH to sell its 24.8% direct interest in shares of Turkcell to IMTIS Holdings S.á r.l. (“IMTIS Holdings”), who is established by Letterone Investment Holdings S.A, and following this sale, TVF BTIH to hold 26.2% direct interest of the Company.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 1. | Reporting entity (continued) |
49% of the Company shares will continue to be traded in domestic and foreign stock exchanges as it is now. It is understood from the disclosures made by the parties to public and governmental authorities, upon completion of the transaction conditions between the parties, the size of the board of directors is expected to increase from seven members to nine members, five of which will be determined by TWF through a privilege to be defined in Turkcell’s articles of association, three of which will be independent and one of which will be determined by other shareholders.
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout Turkey and the world. Management considers that there is no material effect on the Group’s financial statements after evaluating the potential impact of this pandemic on the non-current assets. Financial assets are separately evaluated for any possible impairment regarding COVID-19 and reflected in the financial statements accordingly. Management will continue to evaluate the nature and extent of the impact to our business, consolidated results of operations, and financial condition.
These condensed consolidated interim financial statements for the six months ended 30 June 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting.
These condensed consolidated interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual financial statements for the period ended 31 December 2019 and any public announcements made by the Company during the interim reporting period.
The accounting policies, presentation and methods of computation are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new accounting policies for transactions occurred during the six months ended 30 June 2020 as set out in Note 3 and also the reclassifications mentioned in the following paragraphs.
As at 30 June 2019, prepaid expenses related to frequency usage fee amounted to TL 359,958 has been classified under trade receivables from other current assets.
| 3. | Significant changes in accounting policies |
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination comprises:
- The fair value of the assets transferred,
- Liabilities incurred to the former owners of the acquired business,
- Equity interests issued by the Group,
- The fair value of any asset or liability resulting from a contingent consideration arrangement, and
- The fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 3. | Significant changes in accounting policies (continued) |
| a) | Business combinations (continued) |
Goodwill is measured as the excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previously held equity interest in the acquired entity over the fair value of the net identifiable assets acquired. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss. Contingent consideration classified as equity is not subject to remeasurement. Instead, any gain or loss at settlement is recorded as an adjustment to equity through other comprehensive income.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the acquirer shall retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. During the measurement period, the acquirer shall also recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.
The measurement period is the period after the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination. The measurement period provides the acquirer with a reasonable time to obtain the information necessary to identify and measure the following as of the acquisition date in accordance with the requirements of this IFRS:
| - | the identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree; |
| - | the consideration transferred for the acquiree (or the other amount used in measuring goodwill); |
| - | in a business combination achieved in stages, the equity interest in the acquiree previously held by the acquirer; and |
| - | the resulting goodwill or gain on a bargain purchase. |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 3. | Significant changes in accounting policies (continued) |
| b) | New standards and interpretations |
| i) | Standards, amendments and interpretations applicable as at 30 June 2020 |
| - | Amendments to IAS 1 and IAS 8 on the definition of material; effective from Annual periods beginning on or after 1 January 2020. These amendments to IAS 1, ‘Presentation of financial statements’, and IAS 8, ‘Accounting policies, changes in accounting estimates and errors’, and consequential amendments to other IFRSs: |
| · | use a consistent definition of materiality throughout IFRSs and the Conceptual Framework for Financial Reporting; |
| · | clarify the explanation of the definition of material; and |
| · | incorporate some of the guidance in IAS 1 about immaterial information. |
| - | Amendments to IFRS 3 - definition of a business; effective from Annual periods beginning on or after 1 January 2020. This amendment revises the definition of a business. According to feedback received by the IASB, application of the current guidance is commonly thought to be too complex, and it results in too many transactions qualifying as business combinations. |
| - | Amendment to IFRS 16, ‘Leases’ – Covid-19 related rent concessions; effective from Annual periods beginning on or after 1 June 2020. As a result of the coronavirus (COVID-19) pandemic, rent concessions have been granted to lessees. Such concessions might take a variety of forms, including payment holidays and deferral of lease payments. On 28 May 2020, the IASB published an amendment to IFRS 16 that provides an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification. Lessees can elect to account for such rent concessions in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for the concession as variable lease payments in the period(s) in which the event or condition that triggers the reduced payment occurs. |
| ii) | Standards, amendments and interpretations that are issued but not effective as at 30 June 2020: |
| - | IFRS 17, ‘Insurance contracts’; effective from annual periods beginning on or after 1 January 2023. This standard replaces IFRS 4, which currently permits a wide variety of practices in accounting for insurance contracts. IFRS 17 will fundamentally change the accounting by all entities that issue insurance contracts and investment contracts with discretionary participation features. |
| - | Amendments to IAS 1, ‘Presentation of financial statements’ on classification of liabilities; effective from 1 January 2022. These narrow-scope amendments to IAS 1, ‘Presentation of financial statements’, clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 3. | Significant changes in accounting policies (continued) |
| b) | New standards and interpretations (continued) |
| ii) | Standards, amendments and interpretations that are issued but not effective as at 30 June 2020 (continued): |
| - | A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 17 and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16; effective from Annual periods beginning on or after 1 January 2022. |
| · | Amendments to IFRS 3, ‘Business combinations’ update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. |
| · | Amendments to IAS 16, ‘Property, plant and equipment’ prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. |
| · | Amendments to IAS 37, ‘Provisions, contingent liabilities and contingent assets’ specify which costs a company includes when assessing whether a contract will be loss-making. |
Annual improvements make minor amendments to IFRS 1, ‘First-time Adoption of IFRS’, IFRS 9, ‘Financial instruments’, IAS 41, ‘Agriculture’ and the Illustrative Examples accompanying IFRS 16, ‘Leases’.
The Company does not expect material impact of new standards and interpretations on Company’s accounting policies.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
4. Segment information
In accordance with its integrated communication and technology services strategy, Group has reportable segments which are Turkcell Turkey and Turkcell International. While some of these strategic segments offer the same types of services, they are managed separately because they operate in different geographical locations and are affected by different economic conditions.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker function is carried out by the Board of Directors, however Board of Directors may transfer the authorities, other than recognized by the law, to the General Manager and other directors.
Turkcell Turkey reportable segment includes the operations of Turkcell, Turkcell Superonline Iletisim Hizmetleri A.S. (“Turkcell Superonline”), Turkcell Satis ve Dijital Is Servisleri Hizmetleri A.S. (“Turkcell Satis”), group call center operations of Global Bilgi Pazarlama Danismanlık ve Cagri Servisi Hizmetleri A.S. (“Turkcell Global Bilgi”), Turktell Bilisim Servisleri A.S. (“Turktell”), Turkcell Teknoloji Arastirma ve Gelistirme A.S. (“Turkcell Teknoloji”), Kule Hizmet ve Isletmecilik A.S. (“Global Tower”), Rehberlik Hizmetleri Servisi A.S. (“Rehberlik”), Turkcell Gayrimenkul Hizmetleri A.S. (“Turkcell Gayrimenkul”), Lifecell Dijital Servisler ve Cozumler A.S. (“Lifecell Dijital Servisler”), Lifecell Bulut Çözümleri A.S. (“Lifecell Bulut”), Lifecell TV Yayın ve İçerik Hizmetleri A.S. (“Lifecell TV”) and Lifecell Müzik Yayın ve İletim A.S. (“Lifecell Müzik”). Turkcell International reportable segment includes the operations of Kibris Mobile Telekomunikasyon Limited Sirketi (“Kibris Telekom”), East Asian Consortium B.V. (“Eastasia”), Lifecell LLC (“lifecell”), Lifecell Ventures Coöperatief U.A (“Lifecell Ventures”), Beltel Telekomunikasyon Hizmetleri A.S. (“Beltel”), CJSC Belarusian Telecommunications Network (“Belarusian Telecom”), LLC UkrTower (“UkrTower”), LLC Global Bilgi (“Global LLC”), Turkcell Europe GmbH (“Turkcell Europe”), Lifetech LLC (“Lifetech”), Beltower LLC (“Beltower”), Lifecell Digital Limited (“Lifecell Digital”) and Yaani Digital BV (“Yaani”). The operations of these legal entities aggregated into one reportable segment as the nature of services are similar and most of them share similar economic characteristics. Other reportable segment mainly comprises the information and entertainment services in Turkey and Azerbaijan, non-group call center operations of Turkcell Global Bilgi, Turkcell Finansman A.Ş.(“ Turkcell Finansman”), Turkcell Odeme Hizmetleri A.S. (“Turkcell Odeme”), Turkcell Özel Finansman A.Ş. (“TÖFAŞ”), Turkcell Enerji Cozumleri ve Elektrik Satıs Ticaret A.S (“Turkcell Enerji”) Paycell LLC (“Paycell”) and Turkcell Sigorta Aracılık Hizmetleri A.Ş (“Turkcell Sigorta”).
The Board primarily uses adjusted EBITDA to assess the performance of the operating segments. Adjusted EBITDA definition includes revenue, cost of revenue excluding depreciation and amortization, selling and marketing expenses and administrative expenses.
Adjusted EBITDA is not a financial measure defined by IFRS as a measurement of financial performance and may not be comparable to other similarly-titled indicators used by other companies. Reconciliation of Adjusted EBITDA to the consolidated profit for the year is included in the accompanying notes.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
4. Segment information (continued)
| | Six months ended 30 June |
| | Turkcell Turkey | | Turkcell International | | All other segments | | Intersegment Eliminations | | Consolidated |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | | | | | | | | | | | | |
Total segment revenue | | | 11,741,437 | | | | 10,094,117 | | | | 1,137,511 | | | | 916,814 | | | | 1,008,550 | | | | 1,129,145 | | | | (305,398 | ) | | | (273,577 | ) | | | 13,582,100 | | | | 11,866,499 | |
Inter-segment revenue | | | (37,830 | ) | | | (36,301 | ) | | | (40,569 | ) | | | (42,826 | ) | | | (226,999 | ) | | | (194,450 | ) | | | 305,398 | | | | 273,577 | | | | — | | | | — | |
Revenue from external customers | | | 11,703,607 | | | | 10,057,816 | | | | 1,096,942 | | | | 873,988 | | | | 781,551 | | | | 934,695 | | | | — | | | | — | | | | 13,582,100 | | | | 11,866,499 | |
Adjusted EBITDA | | | 4,888,347 | | | | 4,037,939 | | | | 521,503 | | | | 423,716 | | | | 235,355 | | | | 390,432 | | | | (11,866 | ) | | | (18,159 | ) | | | 5,633,339 | | | | 4,833,928 | |
| | Three months ended 30 June |
| | Turkcell Turkey | | Turkcell International | | All other segments | | Intersegment Eliminations | | Consolidated |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | | | | | | | | | | | | |
Total segment revenue | | | 6,002,977 | | | | 5,260,843 | | | | 577,942 | | | | 492,020 | | | | 493,876 | | | | 582,226 | | | | (150,892 | ) | | | (143,949 | ) | | | 6,923,903 | | | | 6,191,140 | |
Inter-segment revenue | | | (18,585 | ) | | | (19,898 | ) | | | (19,410 | ) | | | (23,909 | ) | | | (112,897 | ) | | | (100,142 | ) | | | 150,892 | | | | 143,949 | | | | — | | | | — | |
Revenue from external customers | | | 5,984,392 | | | | 5,240,945 | | | | 558,532 | | | | 468,111 | | | | 380,979 | | | | 482,084 | | | | — | | | | — | | | | 6,923,903 | | | | 6,191,140 | |
Adjusted EBITDA | | | 2,464,111 | | | | 2,128,116 | | | | 271,658 | | | | 230,165 | | | | 94,925 | | | | 199,776 | | | | (6,386 | ) | | | (5,231 | ) | | | 2,824,308 | | | | 2,552,826 | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
4. Segment information (continued)
| | Six months ended | | Three months ended |
| | 30 June 2020 | | 30 June 2019 | | 30 June 2020 | | 30 June 2019 |
| | | | | | | | |
Profit for the period | | | 1,726,922 | | | | 1,723,684 | | | | 853,008 | | | | 479,429 | |
| | | | | | | | | | | | | | | | |
Add(Less): | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Profit from discontinued operations | | | — | | | | (772,436 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Profit from continuing operations | | | 1,726,922 | | | | 951,248 | | | | 853,008 | | | | 479,429 | |
Income tax expense | | | 479,271 | | | | 322,735 | | | | 234,878 | | | | 162,961 | |
Finance income | | | (1,127,698 | ) | | | (334,737 | ) | | | (506,189 | ) | | | 200,361 | |
Finance costs | | | 1,582,874 | | | | 1,326,835 | | | | 739,961 | | | | 371,357 | |
Other income | | | (55,917 | ) | | | (63,621 | ) | | | (23,056 | ) | | | (36,959 | ) |
Other expenses | | | 201,055 | | | | 189,280 | | | | 74,172 | | | | 110,799 | |
Depreciation and amortization | | | 2,823,570 | | | | 2,443,926 | | | | 1,451,520 | | | | 1,265,829 | |
Share of loss/(gain) of equity accounted investees | | | 3,262 | | | | (1,738 | ) | | | 14 | | | | (951 | ) |
Consolidated adjusted EBITDA | | | 5,633,339 | | | | 4,833,928 | | | | 2,824,308 | | | | 2,552,826 | |
5. Seasonality of operations
The Turkish mobile communications market is affected by seasonal peaks and troughs. Historically, the effects of seasonality on mobile communications usage had positively influenced the Company’s results in the second and third quarters of the fiscal year and negatively influenced the results in the first and fourth quarters of the fiscal year. Recently, however, due to changing market dynamics, such as the Information Technologies and Communications Authority (“ICTA”)’s intervention in tariffs and increasing competition in the Turkish telecommunications market, the effects of seasonality on the Company’s subscribers’ mobile communications usage has decreased. National and religious holidays in Turkey also affect the Company’s operational results.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 6. | Finance income and costs |
| | Six months ended | | Three months ended |
| | 30 June 2020 | | 30 June 2019 | | 30 June 2020 | | 30 June 2019 |
Cash flow hedges - reclassified to profit or loss | | | 702,963 | | | | 377,484 | | | | 309,806 | | | | 195,461 | |
Net fair value gains on derivative financial | | | | | | | | | | | | | | | | |
instruments and interest | | | 330,010 | | | | (225,134 | ) | | | 136,034 | | | | (495,424 | ) |
Interest income | | | 87,568 | | | | 175,429 | | | | 56,286 | | | | 96,305 | |
Other | | | 7,157 | | | | 6,958 | | | | 4,063 | | | | 3,297 | |
Finance income | | | 1,127,698 | | | | 334,737 | | | | 506,189 | | | | (200,361 | ) |
| | | | | | | | | | | | | | | | |
Net foreign exchange losses | | | (1,229,857 | ) | | | (821,606 | ) | | | (541,579 | ) | | | (109,099 | ) |
Net interest expenses for financial assets and liabilities measured at amortized cost | | | (341,725 | ) | | | (492,246 | ) | | | (192,312 | ) | | | (253,755 | ) |
Other | | | (11,292 | ) | | | (12,983 | ) | | | (6,070 | ) | | | (8,503 | ) |
Finance costs | | | (1,582,874 | ) | | | (1,326,835 | ) | | | (739,961 | ) | | | (371,357 | ) |
Net finance costs | | | (455,176 | ) | | | (992,098 | ) | | | (233,772 | ) | | | (571,718 | ) |
7. Income tax expense
Effective tax rates for the six and three months ended 30 June 2020 and 2019 are 22%, 22% and 16%, 25%, respectively.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
8. Revenue
| | Six months ended 30 June |
| | Turkcell Turkey | | Turkcell International | | Other | | Intersegment eliminations | | Consolidated |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | | | | | | | | | | | | |
Telecommunication services | | | 10,212,575 | | | | 8,912,427 | | | | 1,036,873 | | | | 822,747 | | | | — | | | | — | | | | (21,256 | ) | | | (25,798 | ) | | | 11,228,192 | | | | 9,709,376 | |
Equipment revenues | | | 1,425,935 | | | | 1,099,460 | | | | 46,512 | | | | 47,918 | | | | — | | | | — | | | | — | | | | — | | | | 1,472,447 | | | | 1,147,378 | |
Revenue from financial services | | | — | | | | — | | | | — | | | | — | | | | 414,863 | | | | 587,112 | | | | (211 | ) | | | (501 | ) | | | 414,652 | | | | 586,611 | |
Call center revenues | | | 13,293 | | | | 10,528 | | | | 14,828 | | | | 7,567 | | | | 193,581 | | | | 127,807 | | | | (20,934 | ) | | | (15,924 | ) | | | 200,768 | | | | 129,978 | |
Commission fees on betting business | | | — | | | | — | | | | — | | | | — | | | | — | | | | 106,029 | | | | — | | | | — | | | | — | | | | 106,029 | |
Other | | | 89,634 | | | | 71,702 | | | | 39,298 | | | | 38,582 | | | | 400,106 | | | | 308,197 | | | | (262,997 | ) | | | (231,354 | ) | | | 266,041 | | | | 187,127 | |
Total | | | 11,741,437 | | | | 10,094,117 | | | | 1,137,511 | | | | 916,814 | | | | 1,008,550 | | | | 1,129,145 | | | | (305,398 | ) | | | (273,577 | ) | | | 13,582,100 | | | | 11,866,499 | |
| | Three months ended 30 June |
| | Turkcell Turkey | | Turkcell International | | Other | | Intersegment eliminations | | Consolidated |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | | | | | | | | | | | | |
Telecommunication services | | | 5,134,886 | | | | 4,592,270 | | | | 526,521 | | | | 442,571 | | | | — | | | | — | | | | (9,033 | ) | | | (13,120 | ) | | | 5,652,374 | | | | 5,021,721 | |
Equipment revenues | | | 818,285 | | | | 613,481 | | | | 22,586 | | | | 27,298 | | | | — | | | | — | | | | — | | | | — | | | | 840,871 | | | | 640,779 | |
Revenue from financial services | | | — | | | | — | | | | — | | | | — | | | | 195,063 | | | | 291,514 | | | | (91 | ) | | | (222 | ) | | | 194,972 | | | | 291,292 | |
Call center revenues | | | 6,709 | | | | 4,795 | | | | 7,510 | | | | 4,715 | | | | 96,719 | | | | 73,496 | | | | (10,154 | ) | | | (10,186 | ) | | | 100,784 | | | | 72,820 | |
Commission fees on betting business | | | — | | | | — | | | | — | | | | — | | | | — | | | | 49,400 | | | | — | | | | — | | | | — | | | | 49,400 | |
Other | | | 43,097 | | | | 50,297 | | | | 21,325 | | | | 17,436 | | | | 202,094 | | | | 167,816 | | | | (131,614 | ) | | | (120,421 | ) | | | 134,902 | | | | 115,128 | |
Total | | | 6,002,977 | | | | 5,260,843 | | | | 577,942 | | | | 492,020 | | | | 493,876 | | | | 582,226 | | | | (150,892 | ) | | | (143,949 | ) | | | 6,923,903 | | | | 6,191,140 | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| | 30 June 2020 |
| | Turkcell Turkey | | Turkcell International | | Other | | Intersegment eliminations | | Consolidated |
Telecommunication Services | | | 10,212,575 | | | | 1,036,873 | | | | — | | | | (21,256 | ) | | 11,228,192 |
At a point in time | | | 129,288 | | | | 4,887 | | | | — | | | | — | | | 134,175 |
Over time | | | 10,083,287 | | | | 1,031,986 | | | | — | | | | (21,256 | ) | | 11,094,017 |
Equipment Related | | | 1,425,935 | | | | 46,512 | | | | — | | | | — | | | 1,472,447 |
At a point in time | | | 1,383,131 | | | | 46,512 | | | | — | | | | — | | | 1,429,643 |
Over time | | | 42,804 | | | | — | | | | — | | | | — | | | 42,804 |
Revenue from financial operations | | | — | | | | — | | | | 414,863 | | | | (211 | ) | | 414,652 |
At a point in time | | | — | | | | — | | | | 95,747 | | | | (211 | ) | | 95,536 |
Over time | | | — | | | | — | | | | 319,116 | | | | — | | | 319,116 |
Call Center | | | 13,293 | | | | 14,828 | | | | 193,581 | | | | (20,934 | ) | | 200,768 |
At a point in time | | | — | | | | — | | | | — | | | | — | | | - |
Over time | | | 13,293 | | | | 14,828 | | | | 193,581 | | | | (20,934 | ) | | 200,768 |
All other segments | | | 89,634 | | | | 39,298 | | | | 400,106 | | | | (262,997 | ) | | 266,041 |
At a point in time | | | 20,819 | | | | 5,329 | | | | 193 | | | | — | | | 26,341 |
Over time | | | 68,815 | | | | 33,969 | | | | 399,913 | | | | (262,997 | ) | | 239,700 |
Total | | | 11,741,437 | | | | 1,137,511 | | | | 1,008,550 | | | | (305,398 | ) | | 13,582,100 |
At a point in time | | | 1,533,238 | | | | 56,728 | | | | 95,940 | | | | (211 | ) | | 1,685,695 |
Over time | | | 10,208,199 | | | | 1,080,783 | | | | 912,610 | | | | (305,187 | ) | | 11,896,405 |
| | | | | | | | | | | | | | | | |
| | 30 June 2019 |
| | Turkcell Turkey | | Turkcell International | | Other | | Intersegment eliminations | | Consolidated |
Telecommunication Services | | | 8,912,427 | | | | 822,747 | | | | — | | | | (25,798 | ) | | | 9,709,376 | |
At a point in time | | | 85,164 | | | | 1,619 | | | | — | | | | — | | | | 86,783 | |
Over time | | | 8,827,263 | | | | 821,128 | | | | — | | | | (25,798 | ) | | | 9,622,593 | |
Equipment Related | | | 1,099,460 | | | | 47,918 | | | | — | | | | — | | | | 1,147,378 | |
At a point in time | | | 1,087,148 | | | | 47,918 | | | | — | | | | — | | | | 1,135,066 | |
Over time | | | 12,312 | | | | — | | | | — | | | | — | | | | 12,312 | |
Revenue from financial operations | | | — | | | | — | | | | 587,112 | | | | (501 | ) | | | 586,611 | |
At a point in time | | | — | | | | — | | | | 99,494 | | | | (501 | ) | | | 98,993 | |
Over time | | | — | | | | — | | | | 487,618 | | | | — | | | | 487,618 | |
Call Center | | | 10,528 | | | | 7,567 | | | | 127,807 | | | | (15,924 | ) | | | 129,978 | |
At a point in time | | | — | | | | — | | | | — | | | | — | | | | — | |
Over time | | | 10,528 | | | | 7,567 | | | | 127,807 | | | | (15,924 | ) | | | 129,978 | |
Commission fees on betting business | | | — | | | | — | | | | 106,029 | | | | — | | | | 106,029 | |
At a point in time | | | — | | | | — | | | | — | | | | — | | | | — | |
Over time | | | — | | | | — | | | | 106,029 | | | | — | | | | 106,029 | |
All other segments | | | 71,702 | | | | 38,582 | | | | 308,197 | | | | (231,354 | ) | | | 187,127 | |
At a point in time | | | 31,871 | | | | 6,632 | | | | — | | | | (286 | ) | | | 38,217 | |
Over time | | | 39,831 | | | | 31,950 | | | | 308,197 | | | | (231,068 | ) | | | 148,910 | |
Total | | | 10,094,117 | | | | 916,814 | | | | 1,129,145 | | | | (273,577 | ) | | | 11,866,499 | |
At a point in time | | | 1,204,183 | | | | 56,169 | | | | 99,494 | | | | (787 | ) | | | 1,359,059 | |
Over time | | | 8,889,934 | | | | 860,645 | | | | 1,029,651 | | | | (272,790 | ) | | | 10,507,440 | |
| | | | | | | | | | | | | | | | | | | | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
9. Property, plant and equipment
Cost | | Balance as at 1 January 2020 | | Additions | | Disposals | | Transfers | | Impairment expenses/ (reversals) | | Effects of movements in exchange rates | | Balance as at 30 June 2020 |
Network infrastructure (All operational) | | | 22,022,991 | | | | 294,113 | | | | (258,150 | ) | | | 645,572 | | | | — | | | | 84,868 | | | 22,789,394 |
Land and buildings | | | 1,211,323 | | | | 5,931 | | | | (550 | ) | | | 78 | | | | — | | | | 722 | | | 1,217,504 |
Equipment, fixtures and fittings | | | 866,409 | | | | 27,294 | | | | (2,813 | ) | | | 2,271 | | | | — | | | | 1,098 | | | 894,259 |
Motor vehicles | | | 44,518 | | | | 2,098 | | | | (886 | ) | | | — | | | | — | | | | 77 | | | 45,807 |
Leasehold improvements | | | 335,837 | | | | 810 | | | | — | | | | 118 | | | | — | | | | 253 | | | 337,018 |
Construction in progress | | | 666,328 | | | | 1,063,435 | | | | (509 | ) | | | (649,471 | ) | | | — | | | | 1,617 | | | 1,081,400 |
Total | | | 25,147,406 | | | | 1,393,681 | | | | (262,908 | ) | | | (1,432 | ) | | | — | | | | 88,635 | | | 26,365,382 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated depreciation | | | | | | | | | | | | | | | | | | | | | | | | |
Network infrastructure (All operational) | | | 11,382,813 | | | | 1,084,467 | | | | (239,893 | ) | | | — | | | | 2,692 | | | | (21,985 | ) | | 12,208,094 |
Land and buildings | | | 285,626 | | | | 35,072 | | | | — | | | | — | | | | — | | | | 423 | | | 321,121 |
Equipment, fixtures and fittings | | | 673,927 | | | | 27,296 | | | | (1,814 | ) | | | — | | | | — | | | | 970 | | | 700,379 |
Motor vehicles | | | 37,840 | | | | 1,933 | | | | (886 | ) | | | — | | | | — | | | | 74 | | | 38,961 |
Leasehold improvements | | | 308,709 | | | | 13,006 | | | | — | | | | — | | | | — | | | | 175 | | | 321,890 |
Total | | | 12,688,915 | | | | 1,161,774 | | | | (242,593 | ) | | | — | | | | 2,692 | | | | (20,343 | ) | | 13,590,445 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net book amount | | | 12,458,491 | | | | 231,907 | | | | (20,315 | ) | | | (1,432 | ) | | | (2,692 | ) | | | 108,978 | | | 12,774,937 |
Depreciation expense for the six and three months ended 30 June 2020 amounting to TL 1,164,466 and TL 626,662 including impairment losses are recognized in cost of revenue.
The impaired network infrastructure mainly consists of damaged or technologically inadequate mobile and fixed line infrastructure investments.
Impairment losses on property, plant and equipment for the six and three months ended 30 June 2020 amounting to TL 2,692 and TL 402 are included in depreciation expense.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
Cost | | Balance at 1 January 2020 | | Additions | | Disposals | | Transfers | | Acquisition through business combinations | | Effects of movements in exchange rates | | Balance at 30 June 2020 |
Telecommunication licenses | | | 9,132,617 | | | | 3,981 | | | | (5,578 | ) | | | 8 | | | | — | | | | 50,002 | | | | 9,181,030 | |
Computer software | | | 10,133,924 | | | | 660,411 | | | | (6,372 | ) | | | 30,908 | | | | — | | | | 10,062 | | | | 10,828,933 | |
Transmission line software | | | 74,379 | | | | 376 | | | | — | | | | — | | | | — | | | | — | | | | 74,755 | |
Central betting system operating right | | | 12,426 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,426 | |
Indefeasible right of usage | | | 117,618 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 117,618 | |
Brand name | | | 7,740 | | | | 1,073 | | | | — | | | | — | | | | — | | | | 109 | | | | 8,922 | |
Customer base | | | 15,512 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,512 | |
Goodwill (*) | | | 32,834 | | | | — | | | | — | | | | — | | | | 78,827 | | | | — | | | | 111,661 | |
Subscriber acquisition cost | | | 3,248,859 | | | | 641,118 | | | | — | | | | — | | | | — | | | | 1,841 | | | | 3,891,818 | |
Other | | | 93,942 | | | | 1,787 | | | | — | | | | — | | | | — | | | | 357 | | | | 96,086 | |
Construction in progress | | | 13,452 | | | | 72,692 | | | | — | | | | (29,484 | ) | | | — | | | | 67 | | | | 56,727 | |
Total | | | 22,883,303 | | | | 1,381,438 | | | | (11,950 | ) | | | 1,432 | | | | 78,827 | | | | 62,438 | | | | 24,395,488 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Telecommunication licenses | | | 3,632,968 | | | | 314,272 | | | | (4,648 | ) | | | — | | | | — | | | | 12,977 | | | | 3,955,569 | |
Computer software | | | 6,290,133 | | | | 487,934 | | | | (6,260 | ) | | | — | | | | — | | | | 5,278 | | | | 6,777,085 | |
Transmission line software | | | 71,602 | | | | 2,294 | | | | — | | | | — | | | | — | | | | — | | | | 73,896 | |
Central betting system operating right | | | 12,375 | | | | 51 | | | | — | | | | — | | | | — | | | | — | | | | 12,426 | |
Indefeasible right of usage | | | 40,420 | | | | 4,283 | | | | — | | | | — | | | | — | | | | — | | | | 44,703 | |
Brand name | | | 7,040 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,040 | |
Customer base | | | 12,648 | | | | 218 | | | | — | | | | — | | | | — | | | | — | | | | 12,866 | |
Subscriber acquisition cost | | | 1,447,606 | | | | 332,117 | | | | — | | | | — | | | | — | | | | 1,884 | | | | 1,781,607 | |
Other | | | 60,449 | | | | 16,885 | | | | — | | | | — | | | | — | | | | 79 | | | | 77,413 | |
Total | | | 11,575,241 | | | | 1,158,054 | | | | (10,908 | ) | | | — | | | | — | | | | 20,218 | | | | 12,742,605 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net book amount | | | 11,308,062 | | | | 223,384 | | | | (1,042 | ) | | | 1,432 | | | | 78,827 | | | | 42,220 | | | | 11,652,883 | |
(*) On 13 May 2019, Turkcell signed a share purchase agreement to acquire 100% of the shares of Yaani (formerly “NTENT Netherlands BV”). The transfer of legal shares was completed on 14 May 2019. The acquisition date has been determined as 1 June 2020. The total consideration transferred amounting to USD 12,310 (TL 78,827) has been accounted for under ‘Goodwill’.
At the time the financial statements were authorized for issue, the Group had not yet completed the accounting for the acquisition of Yaani. In particular, the Goodwill amount has only been determined provisionally as the independent valuations have not been finalized.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 10. | Intangible assets (continued) |
Amortization expense on intangible assets other than goodwill for the six and three months ended 30 June 2020 amounting to TL 1,158,054 and TL 567,407 are recognized in cost of revenues.
There are no impairment losses on intangible assets recognized for the six months ended 30 June 2020.
Computer software includes internally generated capitalized software development costs that meet the definition of an intangible asset. The amounts of internally generated computer software are TL 102,467 and TL 54,201 respectively, for the six and three months ended 30 June 2020.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
Closing balances of right of use assets as of 30 June 2020 and depreciation and amortization expenses for the related period is stated as below:
| | Tangible | | Intangible | | |
| | Site Rent | | Building | | Network equipment | | Other | | Total | | Right of way | | License | | Total | | Total |
Balance at 1 January 2020 | | | 1,082,193 | | | | 96,073 | | | | 69,036 | | | | 132,364 | | | | 1,379,666 | | | | 22,984 | | | | 380,446 | | | | 403,430 | | | | 1,783,096 | |
Depreciation and amortization charge for the year | | | (274,671 | ) | | | (19,091 | ) | | | (84,111 | ) | | | (93,746 | ) | | | (471,619 | ) | | | (7,665 | ) | | | (21,388 | ) | | | (29,053 | ) | | | (500,672 | ) |
Balance at 30 June 2020 | | | 1,129,949 | | | | 82,177 | | | | 10,354 | | | | 190,927 | | | | 1,413,407 | | | | 21,405 | | | | 341,309 | | | | 362,714 | | | | 1,776,121 | |
As at 30 June 2020, additions to right of use assets are amounting to TL 546,951 and interest expense for the six and three months ended 30 June 2020 on lease liabilities are TL 131,262 and TL 62,879. Amortization expense for six and three months ended 30 June 2020 amounting to TL 500,672 and 257,266 are recorded in the cost of revenues.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
Debt investments at fair value through other comprehensive income
Debt investments at fair value through other comprehensive income comprise the following investments in listed and unlisted securities:
| | 30 June | | 31 December |
Current Assets | | 2020 | | 2019 |
Listed debt securities | | | 408,309 | | | | 345,602 | |
| | | 408,309 | | | | 345,602 | |
| Fair values |
| | | | |
| 30 June 2020 | 31 December 2019 | Fair value hierarchy | Valuation technique |
Financial assets at fair value through other comprehensive income | 408,309 | 345,602 | Level 1 | Pricing models based on quoted market prices at the end of the reporting period. |
Total | 408,309 | 345,602 | | |
As of 30 June 2020 and 31 December 2019, the nominal and fair value amounts of financial assets are as follows:
30 June 2020 |
Currency | Nominal amount (original currency) | Fair value (in TL) | Maturity |
| | | |
EUR | 10,000 | 78,550 | 5 February 2021 |
EUR | 20,000 | 153,883 | 12 March 2021 |
EUR | 20,000 | 150,867 | 17 December 2021 |
EUR | 2,000 | 15,866 | 16 February 2026 |
USD | 300 | 2,127 | 21 February 2022 |
USD | 1,000 | 7,016 | 10 August 2024 |
Total financial assets | 408,309 | |
31 December 2019 |
Currency | Nominal amount (original currency) | Fair value (in TL) | Maturity |
| | | |
EUR | 17,990 | 121,456 | 29 May 2020 |
EUR | 10,000 | 67,773 | 5 February 2021 |
EUR | 20,000 | 133,072 | 17 December 2021 |
EUR | 2,000 | 15,026 | 16 February 2026 |
USD | 300 | 1,878 | 21 February 2022 |
USD | 1,000 | 6,397 | 10 August 2024 |
Total financial assets | 345,602 | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 12. | Financial Assets (continued) |
Debt investments at fair value through other comprehensive income (continued)
During the year, the following losses were recognized in other comprehensive income.
| | Six months ended | | Three months ended |
| | 30 June | | 30 June | | 30 June | | 30 June |
| | 2020 | | 2019 | | 2020 | | 2019 |
Losses recognized in other comprehensive income | | | | | | | | | | | | | | | | |
Related to debt securities | | | (3,663 | ) | | | 169 | | | | 1,460 | | | | 1,148 | |
| | | (3,663 | ) | | | 169 | | | | 1,460 | | | | 1,148 | |
Dividends
Inteltek:
According to the resolution of the Ordinary General Assembly Meeting of Inteltek dated 13 March 2020, the shareholders resolved to pay a dividend amount equal to TL 38,029 out of profits for the year ended 31 December 2019 and a dividend out legal reserves amount equal to TL 34,985. The aggregate amount of dividends has been paid on 23 March 2020.
14. Loans and borrowings
| | 30 June 2020 | | 31 December 2019 |
Non-current liabilities | | | | | | | | |
Unsecured bank loans | | | 7,001,661 | | | | 6,092,170 | |
Secured bank loans | | | — | | | | — | |
Lease liabilities | | | 1,069,115 | | | | 1,101,303 | |
Debt securities issued | | | 6,291,163 | | | | 5,483,921 | |
| | | 14,361,939 | | | | 12,677,394 | |
Current liabilities | | | | | | | | |
Unsecured bank loans | | | 4,521,498 | | | | 6,712,297 | |
Secured bank loans | | | 1,217 | | | | 2,415 | |
Lease liabilities | | | 416,374 | | | | 431,752 | |
Debt securities issued | | | 474,939 | | | | 481,869 | |
| | | 5,414,028 | | | | 7,628,333 | |
The company has used loans in accordance with the loan agreement previously signed with J.P.Morgan and AB Svensk Exportkredit under the Swedish Export Credit Organization (“EKN”) insurance. As of 30 June 2020, the Company has used USD 47,100 loan on 1 April 2020, with a fixed interest rate of 3,84%.
As at 30 June 2020, the company signed a green loan agreement of EUR 50,000 with ING European Financial Services Plc. The respective loan has a maturity of 5 years and its annual interest cost is Euribor+1.95%. The loan facility is utilized to finance sustainable investments such as renewable energy, energy efficiency, green digital services and green buildings under the internationally recognized Green Loan Principles. The loan will be repaid at once at the end of the 5-year maturity term. The loan was fully utilized on 20 March 2020.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
14. Loans and borrowings (continued)
Within the scope of buy-back decisions on 27 July 2016 and 30 January 2017, the Company purchased their debt securities issued with a total nominal value of USD 5,000 as at 30 June 2020.
The company has decided to prepay and close its Club loan, which was utilized under the credit agreement disclosed on 17 September 2015 and which is to fully mature on 16 September 2020. Accordingly, the last two principal payments of the loan, which are due in June 2020 and September 2020 as per the credit agreement and which in total amount to EUR 148.4 million and USD 166.7 million were performed on 23 March 2020.
On 4 June 2020, CMB approval has been taken on issuance of management agreement based lease certificates in accordance with capital markets legislation in the domestic market, in Turkish Lira terms, at an amount of up to TL 600,000, on various dates and at various amounts without public offering, as private placement and/or to be sold to institutional investors within one year. On 23 June 2020, the Company has issued management agreement based lease certificates through Halk Yatırım amounting TL 100,000 with the maturity of 18 November 2020.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 14. | Loans and borrowings (continued) |
Terms and conditions of outstanding loans are as follows:
| | | | | 30 June 2020 | | 31 December 2019 |
| Currency | | Interest rate type | | Nominal interest rate | | Payment period | | Carrying amount | | Nominal interest rate | | Payment period | | Carrying amount |
Unsecured bank loans | EUR | | Floating | | Euribor+1.3%-Euribor+2.2% | | 2020-2026 | | 5,262,083 | | Euribor+1.3%-Euribor+2.2% | | 2020-2026 | | 5,638,726 |
Unsecured bank loans | USD | | Floating | | Libor+1.5%-Libor+2.2% | | 2020-2028 | | 3,236,282 | | Libor+1.5%-Libor+2.2% | | 2020-2028 | | 4,478,457 |
Unsecured bank loans | TL | | Fixed | | 6.3%-11% | | 2020-2021 | | 1,551,606 | | 9.5%-11.5% | | 2020 | | 1,442,818 |
Unsecured bank loans | UAH | | Fixed | | 7.0%-8.3% | | 2020 | | 936,617 | | 11.5%-18.0% | | 2020 | | 1,043,883 |
Unsecured bank loans | RMB | | Fixed | | 4.1%-5.5% | | 2020-2026 | | 233,009 | | 5.5% | | 2020-2026 | | 200,583 |
Unsecured bank loans | USD | | Fixed | | 3.8% | | 2029 | | 303,562 | | - | | - | | - |
Secured bank loans (*) | BYN | | Fixed | | 10.5% | | 2020 | | 1,217 | | 11.5% | | 2020 | | 2,415 |
Debt securities issued | USD | | Fixed | | 5.8% | | 2020-2028 | | 6,665,949 | | 5.8% | | 2020-2028 | | 5,810,989 |
Debt securities issued | TL | | Fixed | | 8.1% | | 2020 | | 100,153 | | 14.0% | | 2020 | | 154,801 |
Lease liabilities | EUR | | Fixed | | 1.0%-9.0% | | 2020-2031 | | 146,781 | | 1.0%-7.9% | | 2020-2031 | | 162,786 |
Lease liabilities | TL | | Fixed | | 12.8%-45.0% | | 2020-2048 | | 727,628 | | 12.8%-45.0% | | 2020-2048 | | 735,211 |
Lease liabilities | USD | | Fixed | | 4.0%-10.9% | | 2020-2028 | | 18,735 | | 3.9%-10.8% | | 2020-2027 | | 18,564 |
Lease liabilities | UAH | | Fixed | | 16.6%-24.0% | | 2020-2067 | | 501,497 | | 16.6%-24.0% | | 2020-2067 | | 521,496 |
Lease liabilities | BYN | | Fixed | | 11.7%-15.0% | | 2020-2028 | | 90,848 | | 11.7%-15.0% | | 2020-2028 | | 94,998 |
| | | | | | | | | 19,775,967 | | | | | | 20,305,727 |
| (*) | Belarusian Telecom pledged its certain property, plant and equipment to secure these bank loans. Also, these bank loans are secured by the Government of the Republic of Belarus. |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 15. | Derivative financial instruments |
Fair value of derivative financial instruments at 30 June 2020 and 31 December 2019 are attributable to the following:
| | 30 June 2020 | | 31 December 2019 |
| | | | | | | | |
| | | Assets | | | | Liabilities | | | | Assets | | | | Liabilities | |
| | | | | | | | | | | | | | | | |
Held for trading | | | 494,000 | | | | 9,948 | | | | 443,880 | | | | 72,539 | |
Derivatives used for hedging | | | 439,546 | | | | 69,672 | | | | 483,448 | | | | — | |
Total | | | 933,546 | | | | 79,620 | | | | 927,328 | | | | 72,539 | |
| | | | | | | | | | | | | | | | |
As at 30 June 2020, the total derivative financial assets of TL 845,006 (31 December 2019: TL 845,513) also includes a net accrued interest expense of TL 88,540 (31 December 2019: TL 81,815) and the total derivative financial liabilities of TL 81,905 (31 December 2019: TL 86,617) also includes a net accrued interest expense of TL 2,285 (31 December 2019: TL 14,078).
Derivatives used for hedging
Participating cross currency swap and cross currency swap contracts
The notional amount and the fair value of participating cross currency swap and cross currency swap contracts for hedging purposes at 30 June 2020 are as follows:
Sell | | Buy | | |
Currency | Notional amount | | Currency | Notional amount | Fair Value | Maturity |
| | | | | | |
Participating cross currency swap contracts | | | |
TL | 1,680,420 | | EUR | 400,100 | 142,224 | 23 October 2025 |
TL | 239,107 | | EUR | 52,008 | 15,458 | 22 April 2026 |
TL | 128,525 | | EUR | 18,573 | 16,032 | 22 April 2026 |
TL | 243,224 | | USD | 43,340 | 45,237 | 22 April 2026 |
TL | 238,370 | | USD | 43,340 | 25,520 | 22 April 2026 |
TL | 199,988 | | USD | 34,672 | 33,938 | 22 April 2026 |
TL | 172,775 | | USD | 30,338 | 33,836 | 22 April 2026 |
TL | 170,066 | | USD | 26,004 | 1,323 | 22 April 2026 |
TL | 135,654 | | USD | 21,670 | 18,112 | 22 April 2026 |
TL | 100,618 | | USD | 17,336 | 12,308 | 22 April 2026 |
TL | 85,206 | | USD | 17,336 | 20,906 | 22 April 2026 |
Cross currency swap contracts | | | |
TL | 107,377 | | RMB | 175,614 | 74,652 | 22 April 2026 |
Derivatives used for hedge accounting financial assets | 439,546 | |
| | | | | | | | |
EUR 452,108 participating cross currency swap contracts includes TL 1,041,223 guarantees after CSA agreement (31 December 2019: 833,786 TL).
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 15. | Derivative financial instruments (continued) |
Derivatives used for hedging (continued)
Interest rate swap contracts
The notional amount and the fair value of interest rate swap contracts for hedging purposes at 30 June 2020 are as follows:
Sell | | Buy | | |
Currency | Notional amount | | Currency | Notional amount | Fair Value | Maturity |
| | | | | | |
USD | 86,680 | | USD | 86,680 | (33,184) | 22 April 2026 |
USD | 43,340 | | USD | 43,340 | (15,770) | 22 April 2026 |
USD | 34,672 | | USD | 34,672 | (11,045) | 22 April 2026 |
USD | 30,338 | | USD | 30,338 | (9,673) | 22 April 2026 |
Derivatives used for hedge accounting financial liabilities | (69,672) | |
Held for trading
Cross currency swap, participating cross currency swap and Fx swap contracts
The notional amount and the fair value of cross currency swap, participating cross currency swap and FX swap contracts for hedging purposes at 30 June 2020 are as follows:
Sell | | Buy | | |
Currency | Notional amount | | Currency | Notional amount | Fair Value | Maturity |
| | | | | | |
Cross currency swap contracts | | | |
TL | 242,873 | | USD | 70,500 | 240,634 | 16 September 2020 |
TL | 118,245 | | USD | 20,571 | 26,629 | 20 March 2023 |
TL | 118,985 | | USD | 20,571 | 26,128 | 20 March 2023 |
TL | 68,256 | | EUR | 10,800 | 16,656 | 23 September 2021 |
TL | 33,263 | | RMB | 42,030 | 7,929 | 22 April 2026 |
Participating cross currency swap contracts | | | |
TL | 38,760 | | EUR | 6,000 | 7,193 | 16 September 2020 |
TL | 222,248 | | EUR | 34,672 | 33,892 | 22 April 2026 |
TL | 160,445 | | EUR | 26,004 | 33,373 | 22 April 2026 |
TL | 158,884 | | EUR | 26,004 | 46,349 | 22 April 2026 |
TL | 79,885 | | EUR | 11,765 | 9,328 | 22 April 2026 |
TL | 103,929 | | USD | 17,336 | 10,731 | 22 April 2026 |
TL | 98,295 | | USD | 17,336 | 1,638 | 22 April 2026 |
FX swap contracts | | | |
EUR | 30,000 | | USD | 34,141 | 2,259 | 21 July 2020 |
EUR | 60,000 | | USD | 67,859 | 1,429 | 11 August 2020 |
Held for trading derivative financial assets | 464,168 | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 15. | Derivative financial instruments (continued) |
Held for trading (continued)
Currency forward contracts
The notional amount and the fair value of currency forward contracts for trading purposes at 30 June 2020 are as follows:
Buy | | | |
Currency | Notional amount | | Fair Value | Maturity |
USD | 30,000 | | 14,604 | 1 July 2020 |
USD | 1,189 | | 802 | 31 July 2020 |
USD | 20,000 | | 10,336 | 12 August 2020 |
USD | 1,257 | | 881 | 31 August 2020 |
USD | 1,026 | | 725 | 30 September 2020 |
USD | 1,020 | | 758 | 31 October 2020 |
USD | 999 | | 780 | 30 November 2020 |
USD | 1,160 | | 946 | 31 December 2020 |
Held for trading derivative financial assets | 29,832 | |
FX swap, option and interest rate swap contracts
The notional amount and the fair value of FX swap, option and interest rate swap contracts for hedging purposes at 30 June 2020 are as follows:
Sell | | Buy | | |
Currency | Notional amount | | Currency | Notional amount | Fair Value | Maturity |
FX swap contracts | | | |
TL | 34,344 | | USD | 5,000 | (124) | 2 July 2020 |
TL | 80,250 | | USD | 11,700 | (156) | 3 July 2020 |
TL | 102,927 | | USD | 15,000 | (137) | 7 July 2020 |
EUR | 45,000 | | USD | 50,464 | (1,594) | 1 July 2020 |
EUR | 25,000 | | USD | 28,150 | (149) | 14 July 2020 |
EUR | 15,000 | | USD | 16,890 | (89) | 14 July 2020 |
Option contracts EUR | 10,000 | | USD | 11,350 | (411) | 30 July 2020 |
EUR | 10,000 | | USD | 11,350 | (683) | 31 August 2020 |
Interest rate swap contracts | | | |
USD | 23,611 | | USD | 23,611 | (1,361) | 29 September 2028 |
Held for trading derivative financial liabilities | (4,704) | |
| | | | | | | | |
Currency forward contracts
The notional amount and the fair value of currency forward contracts for trading purposes at 30 June 2020 are as follows:
Buy | | | |
Currency | Notional amount | | Fair Value | Maturity |
USD | 15,000 | | (5,244) | 3 July 2020 |
Held for trading derivative financial liabilities | (5,244) | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 15. | Derivative financial instruments (continued) |
Fair value of derivative instruments and risk management
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value in the financial statements. To provide an indication of the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level is as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
| Fair values |
| |
| 30 June 2020 | | 31 December 2019 | | Fair Value hierarchy | | Valuation Techniques |
| | | | | | | |
a) Participating cross currency swap contracts (*) | 507,398 | | 495,436 | | Level 3 | | Pricing models based on discounted cash Present value of the estimated future cash flows based on unobservable yield curves and end period FX rates |
-Held for trading | 142,504 | | 62,159 | | | | |
-Derivatives used for hedging | 364,894 | | 433,277 | | | | |
| | | | | | | |
| | | | | | | |
b) Cross currency swap, FX swap, interest swap and option contracts | 321,940 | | 351,768 | | Level 2 | | Present value of the estimated future cash flows based on observable yield curves and end period FX rates |
-Held for trading | 316,960 | | 301,597 | | | | |
-Derivatives used for hedging | 4,980 | | 50,171 | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
c) Currency forward contracts | 24,588 | | 7,585 | | Level 2 | | Forward exchange rates at the balance sheet date |
-Held for trading | 24,588 | | 7,585 | | | | |
| | | | | | | |
| | | | | | | |
(*) Since the bid-ask spread is unobservable input; in the valuation of participating cross currency swap contracts, prices in the bid- ask price range that were considered the most appropriate were used instead of mid prices. If mid prices were used in the valuation the fair value of participating cross currency swap contracts would have been TL 89,728 lower as at 30 June 2020 (31 December 2019: TL 116,684).
There were no transfers between fair value hierarchy levels during the year.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 15. | Derivative financial instruments (continued) |
Fair value of derivative instruments and risk management (continued)
The following table presents the Group’s financial assets and financial liabilities measured and recognized at fair value at 30 June 2020 on a hedge accounting basis:
| | |
Currency | | Nominal Value | | Maturity Date | | 30 June 2020 | | Fair Value Hierarchy | | Hedge Ratio |
Participating cross currency swap contracts | | | | | | |
EUR Contracts | | 400,100 | | 23 October 2025 | | 142,224 | | Level 3 | | 1:1 |
EUR Contracts | | 70,581 | | 22 April 2026 | | 31,490 | | Level 3 | | 1:1 |
USD Contracts | | 234,036 | | 22 April 2026 | | 191,180 | | Level 3 | | 1:1 |
| | | | | | | | | | |
Cross currency swap contracts | | | | | | |
RMB Contracts | | 175,614 | | 22 April 2026 | | 74,652 | | Level 2 | | 1:1 |
| | | | | | | | | | |
Interest rate swap contracts | | | | | | |
USD Contracts | | 195,030 | | 22 April 2026 | | (69,672) | | Level 2 | | 1:1 |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 15. | Derivative financial instruments (continued) |
Fair value of derivative instruments and risk management (continued)
Movements in the participating cross currency swap contracts for the periods ended 30 June 2020 and 31 December 2019 are stated below:
| | 30 June 2020 | | 31 December 2019 |
Opening balance | | | 495,436 | | | | 653,142 | |
Cash flow effect | | | (511,353 | ) | | | (582,580 | ) |
Total gain/loss: | | | | | | | | |
Gains recognized in profit or loss | | | 523,315 | | | | 424,874 | |
Closing balance | | | 507,398 | | | | 495,436 | |
Net off / Offset
The Company signed a Credit Support Annex (CSA) against the default risk of parties in respect of a EUR 400,100 participating cross currency swap transaction executed on 15 July 2016 and restructured respectively on 26 May 2017 and 9 August 2018. Additionally, in the 25 June 2019, The Company signed a new CSA to EUR 52,008 participating cross currency swap transaction. As per the CSA, the swap’s current (mark-to-market) value will be determined on the 10th and 24th calendar day of each calendar month and if the mark-to-market value is positive and exceeds a certain threshold, the bank will be posting cash collateral to the Company which will be equal to an amount exceeding the threshold (i.e. if the mark-to-market value is negative, the Company would be required to post collateral to the bank by an amount exceeding the threshold).
With respect to the valuations on a bi-weekly basis, a transfer will take place between the parties only if the mark-to-market value changes by at least EUR 1,000. Following the execution of CSA, the bank transferred EUR 258,523 as collateral to the Company (30 June 2020: TL 1,992,746) which was the amount exceeding the threshold and the Company transferred EUR 123,443 as collateral to the bank (30 June 2020: TL 951,523) which was the amount exceeding the threshold. The Company clarified this with the derivative assets included in the statement of financial position because it has the legal right to offset the collateral amount TL 1,041,223 (31 December 2019: TL 833,786) that it recognizes under the borrowings and intends to pay according to the net fair value. This amount was netted from the borrowings and deducted from the derivative instruments in the balance sheet. As of 30 June 2020, if this transaction was not conducted, derivative financial instruments assets would have been TL 1,886,229 and current borrowings would have been TL 6,455,251.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
Impairment losses
Movements in the provision for impairment of trade receivables and due from related parties are as follows:
| | 30 June 2020 Contract Asset | | 30 June 2020 Other Asset |
Opening balance | | | 4,690 | | | | 627,578 | |
Provision for impairment recognized during the year | | | 57 | | | | 223,177 | |
Amounts collected | | | — | | | | (45,669 | ) |
Receivables written off during the year as uncollectible | | | — | | | | (144,659 | ) |
Exchange differences | | | — | | | | 908 | |
Closing balance | | | 4,747 | | | | 661,335 | |
| | 30 June 2019 Contract Asset | | 30 June 2019 Other Asset |
Opening balance | | | 7,370 | | | | 730,811 | |
Provision for impairment recognized during the year | | | 193 | | | | 91,282 | |
Amounts collected | | | — | | | | (61,891 | ) |
Receivables written off during the year as uncollectible | | | — | | | | (54,267 | ) |
Transfer | | | (3,785 | ) | | | 3,785 | |
Exchange differences | | | — | | | | 8,319 | |
Closing balance | | | 3,778 | | | | 718,039 | |
Movements in the provision for impairment of receivables from financial services are as follows:
| | 30 June 2020 | | 30 June 2019 |
Opening balance | | | 163,500 | | | | 200,273 | |
Provision for impairment recognized during the year | | | 74,510 | | | | 122,452 | |
Amounts collected | | | (30,557 | ) | | | (60,266 | ) |
Receivables written off during the year as uncollectible | | | — | | | | (46,933 | ) |
Exchange differences | | | 5 | | | | 742 | |
Closing balance | | | 207,458 | | | | 216,268 | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 16. | Financial instruments (continued) |
Foreign exchange risk
The Group’s exposure to foreign exchange risk at the end of the reporting period, based on notional amounts, was as follows:
| | 30 June 2020 |
| | USD | | EUR | | RMB |
Foreign currency denominated assets | | | | | | | | | | | | |
Other non-current assets | | | 82 | | | | 11 | | | | — | |
Financial asset at fair value through other comprehensive income | | | 2,556 | | | | 59,183 | | | | — | |
Due from related parties - current | | | 196 | | | | 315 | | | | — | |
Trade receivables and contract assets | | | 16,990 | | | | 23,191 | | | | — | |
Other current assets | | | 12,116 | | | | 4,430 | | | | — | |
Cash and cash equivalents | | | 927,885 | | | | 237,986 | | | | 35,252 | |
| | | 959,825 | | | | 325,116 | | | | 35,252 | |
Foreign currency denominated liabilities | | | | | | | | | | | | |
Loans and borrowings - non-current | | | (357,125 | ) | | | (569,335 | ) | | | (176,385 | ) |
Debt securities issued - non-current | | | (919,465 | ) | | | — | | | | — | |
Lease obligations - non-current | | | (1,954 | ) | | | (14,675 | ) | | | — | |
Other non-current liabilities | | | (56,289 | ) | | | — | | | | — | |
Loans and borrowings - current | | | (160,230 | ) | | | (236,140 | ) | | | (65,959 | ) |
Debt securities issued - current | | | (54,776 | ) | | | — | | | | — | |
Lease obligations - current | | | (784 | ) | | | (4,367 | ) | | | — | |
Trade and other payables - current | | | (193,682 | ) | | | (27,736 | ) | | | (12,185 | ) |
Due to related parties | | | (162 | ) | | | (62 | ) | | | — | |
| | | (1,744,467 | ) | | | (852,315 | ) | | | (254,529 | ) |
| | | | | | | | | | | | |
Loans defined as hedging instruments (*) | | | — | | | | 162,480 | | | | — | |
Exposure related to derivative instruments | | | | | | | | | | | | |
Participating cross currency swap and FX swap contracts | | | 609,556 | | | | 410,926 | | | | 217,644 | |
Currency forward contracts | | | 216,178 | | | | (20,000 | ) | | | — | |
Net exposure | | | 41,092 | | | | 26,207 | | | | (1,633 | ) |
(*) The Company designated EUR 162,480 of bank loan, as hedging instruments in order to hedge the foreign currency risk arising from the translation of net assets of the subsidiaries operating in Europe from EUR to Turkish Lira. Foreign exchange gains/losses of the related loans are recognized under equity as “gains/(losses) on net investment hedges” in order to offset the foreign exchange gains/(losses) arising from the translation of the net assets of investments in foreign operations to Turkish Lira.
The table above shows the Company’s distribution of balance sheet and derivative foreign exchange position should be taken into account with nominal values of the option transactions. The Company monitors the delta adjusted position of the option transactions. As of 30 June 2020, the Company has EUR 38,352 net foreign currency position.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 16. | Financial instruments (continued) |
Foreign exchange risk (continued)
| | 31 December 2019 |
| | USD | | EUR | | RMB |
Foreign currency denominated assets | | | | | | | | | | | | |
Other non-current assets | | | 71 | | | | 5,412 | | | | — | |
Financial asset at fair value through other comprehensive income | | | 1,393 | | | | 50,721 | | | | — | |
Due from related parties - current | | | 152 | | | | 581 | | | | — | |
Trade receivables and contract assets | | | 17,383 | | | | 38,496 | | | | — | |
Other current assets | | | 10,602 | | | | 4,979 | | | | — | |
Cash and cash equivalents | | | 173,376 | | | | 1,203,574 | | | | — | |
| | | 202,977 | | | | 1,303,763 | | | | — | |
Foreign currency denominated liabilities | | | | | | | | | | | | |
Loans and borrowings - non-current | | | (351,444 | ) | | | (577,675 | ) | | | (192,367 | ) |
Debt securities issued - non-current | | | (923,188 | ) | | | — | | | | — | |
Lease obligations - non-current | | | (2,399 | ) | | | (19,282 | ) | | | — | |
Other non-current liabilities | | | (60,529 | ) | | | — | | | | — | |
Loans and borrowings - current | | | (402,507 | ) | | | (385,371 | ) | | | (44,880 | ) |
Debt securities issued - current | | | (55,060 | ) | | | — | | | | — | |
Lease obligations - current | | | (725 | ) | | | (5,178 | ) | | | — | |
Trade and other payables - current | | | (156,320 | ) | | | (44,103 | ) | | | (555 | ) |
Due to related parties | | | (1,022 | ) | | | (51 | ) | | | — | |
| | | (1,953,194 | ) | | | (1,031,660 | ) | | | (237,802 | ) |
| | | | | | | | | | | | |
Loans defined as hedging instruments | | | — | | | | 145,105 | | | | — | |
Exposure related to derivative instruments | | | | | | | | | | | | |
Participating cross currency swap and FX swap contracts | | | 1,830,226 | | | | (430,816 | ) | | | 234,367 | |
Net exposure | | | 80,009 | | | | (13,608 | ) | | | (3,435 | ) |
The table above shows the Company’s distribution of balance sheet and derivative foreign exchange position should be taken into account with nominal values of the option transactions. The Company monitors the delta adjusted position of the option transactions. As of 31 December 2019, the Company has USD 129,825 net foreign currency position.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 16. | Financial instruments (continued) |
Exposure to currency risk (continued)
Sensitivity analysis
The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency exposure. The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign currencies, the analysis excludes net foreign currency investments.
10% strengthening/weakening of the TL, UAH and BYN against the following currencies at 30 June 2020 and 31 December 2019 would have increased/ (decreased) profit or loss before by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
Sensitivity analysis |
30 June 2020 |
| Profit/(Loss) | Equity |
| Appreciation of foreign currency | Depreciation of foreign currency | Appreciation of foreign currency | Depreciation of foreign currency |
|
1- USD net asset/liability | 28,116 | (28,116) | - | - |
2- Hedged portion of USD risk (-) | - | - | (12,634) | 12,634 |
3- USD net effect (1+2) | 28,116 | (28,116) | (12,634) | 12,634 |
|
4- EUR net asset/liability | 20,201 | (20,201) | - | - |
5- Hedged portion of EUR risk (-) | - | - | (62,175) | 62,175 |
6- EUR net effect (4+5) | 20,201 | (20,201) | (62,175) | 62,175 |
|
7- Other foreign currency net asset/liability (RMB) | (157) | 157 | - | - |
8- Hedged portion of other foreign currency risk (-) (RMB) | - | - | (381) | 381 |
9- Other foreign currency net effect (7+8) | (157) | 157 | (381) | 381 |
Total (3+6+9) | 48,160 | (48,160) | (75,190) | 75,190 |
Sensitivity analysis |
31 December 2019 |
| Profit/(Loss) | Equity |
| Appreciation of foreign currency | Depreciation of foreign currency | Appreciation of foreign currency | Depreciation of foreign currency |
|
1- USD net asset/liability | 47,527 | (47,527) | - | - |
2- Hedged portion of USD risk (-) | - | - | (6,135) | 6,135 |
3- USD net effect (1+2) | 47,527 | (47,527) | (6,135) | 6,135 |
|
4- EUR net asset/liability | (9,050) | 9,050 | - | - |
5- Hedged portion of EUR risk (-) | - | - | (39,558) | 39,558 |
6- EUR net effect (4+5) | (9,050) | 9,050 | (39,558) | 39,558 |
|
7- Other foreign currency net asset/liability (RMB) | (290) | 290 | - | - |
8- Hedged portion of other foreign currency risk (-) (RMB) | - | - | (1,379) | 1,379 |
9- Other foreign currency net effect (7+8) | (290) | 290 | (1,379) | 1,379 |
Total (3+6+9) | 38,187 | (38,187) | (47,072) | 47,072 |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 16. | Financial instruments (continued) |
Fair values
Valuation inputs and relationships to fair value
The following table summarizes the quantitative information about the significant unobservable inputs used in level 3 fair value measurement of contingent consideration.
| | Fair value at | | | | Inputs | | |
| | 30 June 2020 | | 31 December 2019 | | Unobservable Inputs | | 30 June 2020 | 31 December 2019 | | Relationship of unobservable inputs to fair value |
| | | | | | | | | | | |
Contingent consideration | | 385,141 | | 359,554 | | Risk-adjusted discount rate | | %5.7-%7.2 | 5.2%-6.1% | | A change in the discount rate by 100 bps would increase/decrease FV by TL (29,302) and TL 32,106, respectively. |
| | | | | | Expected settlement date | | in instalments between 2025-2030 | in instalments between 2026-2030 | | If expected settlement date changes by 1-year FV would increase/decrease by TL (24,525) and TL 26,204, respectively. |
Changes in the consideration payable in relation to acquisition of Belarusian Telecom for the periods ended 30 June 2020 and 2019 is stated below:
| | 2020 | | 2019 |
Opening balance | | | 359,554 | | | | 358,304 | |
Losses recognized in profit or loss | | | 25,587 | | | | 66,141 | |
Closing balance | | | 385,141 | | | | 424,445 | |
Financial assets:
Carrying values of a significant portion of financial assets do not differ significantly from their fair values due to their short-term nature. Fair values of financial assets are presented in Note 12.
Financial liabilities:
As at 30 June 2020 and 31 December 2019; for the majority of the borrowings, the fair values are not materially different to their carrying amounts since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short term nature. Material differences are identified only for the following borrowings:
As at 30 June 2020:
| | Carrying amount | | Fair value |
Bank loans | | | 4,422,740 | | | | 4,443,983 | |
As at 31 December 2019:
| | Carrying amount | | Fair value |
Bank loans | | | 4,149,275 | | | | 4,192,304 | |
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 16. | Financial instruments (continued) |
Fair values (continued)
Valuation inputs and relationships to fair value (continued)
Financial liabilities (continued):
As at 30 June 2020, the fair value of debt securities issued by the Company in 2015 with a nominal value of USD 500,000 and fixed interest rate (Note 14), is TL 3,476,741 (31 December 2019: TL 3,058,366).
As at 30 June 2020, the fair value of debt securities issued by the Company in 2018 with a nominal value of USD 500,000 and fixed interest rate (Note 14), is TL 3,369,356 (31 December 2019: TL 2,961,300).
Fair value of cash and cash equivalents and debt securities issued are classified as level 1 and fair value of other financial assets and liabilities are classified as level 2.
17. Guarantees and purchase obligations
As at 30 June 2020, outstanding purchase commitments with respect to property, plant and equipment, inventory, advertising and sponsorship amount to TL 859,079 (31 December 2019: TL 819,508). Payments for these commitments will be made within 3 years.
The Group is contingently liable in respect of letters of guarantee obtained from banks and given to public institutions and private entities, and financial guarantees provided to subsidiaries amounting to TL 4,954,219 at 30 June 2020 (31 December 2019: TL 4,842,015).
18. Commitments and contingencies
The following disclosures comprise of material legal lawsuits, investigations and in-depth investigations against the Company.
Disputes on Special Communication Tax and Value Added Tax
| a) | Disputes on SCT for the year 2011 |
The Large Taxpayers Office levied Special Communication Tax (SCT) and tax penalty on the Company as a result of the Tax Investigation for the year 2011. The Company filed lawsuits for the cancellation of the notification regarding the aforementioned SCT assessment. The court partially accepted and partially rejected the cases and the parties appealed the decisions regarding the parts against them. The Large Taxpayers Office has collected TL 80,355 calculated for the parts against the Company for the assessment of the SCT for the year 2011 by offsetting the receivables of the Company from Public Administrations. While the cases are pending before the court of appeal the Company filed application for the restructuring as per Law no. 6736. The tax Office has rejected the application. The Company has also filed a case for the cancellation of aforementioned rejection act of the Tax Office. In this case, with the decision that notified to the Company on 14 April 2020, the Council of State decided to cancel the rejection act regarding the application for the restructuring. The Large Taxpayers Office and Ministry of Treasury and Finance appealed the decision. The Company replied the appeal request in due time.
In the cases regarding the cancellation of the SCT assessment for the year 2011, Council of State accepted the appeal and decided to reverse the first instance court decisions in favor of the Company, on the ground that; in the case filed for the cancellation of the rejection act regarding the request to restructure the cases filed for the year 2011, the court decided in favor of the Company (decision has not been notified to the Company yet) and since the mentioned case will affect these cases, finalization of the respective decision should be waited. The Large Taxpayers Office applied for the correction of the decisions. The Company replied to application for the correction of the decisions.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
18. Commitments and contingencies (continued)
Disputes on Special Communication Tax and Value Added Tax (continued)
| a) | Disputes on SCT for the year 2011 (continued) |
Based on the management opinion, an outflow of resources embodying economic benefits is deemed as less than probable on aforementioned transactions, thus, no provision is recognized in the consolidated financial statements as at and for the period ended 30 June 2020 (31 December 2019: None).
Disputes regarding the Law on the Protection of Competition
The investigation initiated by the Competition Board with respect to the practices of the Company regarding the distributors and their dealers in the distribution network. As a result of the investigation the Competition Board decided to apply administrative fine on the Company amounting to TL 91,942, on the ground that the Company forced its sub dealers to actual exclusivity. The Company filed a lawsuit for the stay of execution and cancellation of the aforementioned Board decisions regarding the parts against itself. The Court rejected the case. The Company appealed the decision with the request of the stay of the execution. As a result of the appeal process, the Council of State Plenary Session of the Chambers for Administrative Cases decided to approve the first instance court’s decision. The Company made an individual application to the Constitutional Court, against the respective decision within due time.
On the other hand, the Competition Board decided to apply administrative fine amounting to TL 91,942 on the Company alleging that The Company violated the competition by determining the re-sale price of the units. The Company has taken all legal actions by requesting the cancellation of the aforementioned decision and its withdrawal by the Competition Authority. Subsequently, the Competition Authority accepted some of the claims of the Company and reduced the administrative fine to TL 61,294 with its decision.
The aforementioned fine was paid with twenty five percent discount on 9 April 2020, in the amount of TL 45,971. Then, a lawsuit was filed for a stay of execution and cancellation of the aforementioned administrative fine. The Court rejected the stay of execution request. The Company objected to the decision. Objection was rejected. The case is pending.
Other ongoing lawsuits and tax investigations
In 2019, JSC Kazakhtelecom initiated arbitration proceedings against the Company related to its acquisition of JSC Kcell shares, which was subsidiary of the Fintur. The total claim against Turkcell and other shareholder Telia Company A.B. amounts to TL 452 million (USD 66 million) plus interest, of which maximum of Turkcell’s share amounts to TL 121 million (USD 18 million) under the scope of agreements signed by parties. The arbitration proceeding continues.
Based on management opinion, an outflow of resources embodying economic benefits for the above mentioned case is deemed to be less than probable, and thus, no provision is recognized in the consolidated financial statements as at 30 June 2020 (31 December 2019: None).
Transactions with key management personnel
Key management personnel comprise of the Group’s members of the Board of Directors and chief officers.
There are no loans to key management personnel as of 30 June 2020 and 2019.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
| 19. | Related parties (continued) |
Transactions with key management personnel (continued)
The Group provide additional benefits to key management personnel and contribution to retirement plans based on a pre-determined ratio of compensation.
| | Six months ended | | Three months ended |
| | 30 June 2020 | | 30 June 2019 | | 30 June 2020 | | 30 June 2019 |
| | | | | | | | |
Short-term benefits | | | 41,183 | | | | 39,372 | | | | 21,996 | | | | 16,528 | |
Termination benefits | | | 3,510 | | | | 52,153 | | | | 3,466 | | | | 2,682 | |
Share based payments | | | 1,687 | | | | 2,268 | | | | 807 | | | | 1,135 | |
Long-term benefits | | | 429 | | | | 260 | | | | 261 | | | | 110 | |
| | | 46,809 | | | | 94,053 | | | | 26,530 | | | | 20,455 | |
Transactions with related parties
The following transactions occurred with related parties:
| | Six months ended | | Three months ended |
Revenues from related parties | | 30 June 2020 | | 30 June 2019 | | 30 June 2020 | | 30 June 2019 |
Sales to Telia Carrier Germany GmbH (“Telia Carrier”) | | | | | | | | | | | | | | | | |
Telecommunications services | | | 5,758 | | | | 4,934 | | | | 2,268 | | | | 4,316 | |
Sales to Telia Carrier AB | | | | | | | | | | | | | | | | |
Telecommunications services | | | 1,162 | | | | — | | | | 812 | | | | — | |
Sales to Sofra | | | | | | | | | | | | | | | | |
Call center services | | | 389 | | | | — | | | | 183 | | | | — | |
Sales to Sonera Holding B.V. (*) | | | | | | | | | | | | | | | | |
Revenue from sales of discontinued operations | | | — | | | | 772,436 | | | | — | | | | — | |
Sales to Kyivstar GSM JSC (“Kyivstar”) (**) | | | | | | | | | | | | | | | | |
Telecommunications services | | | — | | | | 27,050 | | | | — | | | | 15,132 | |
Sales to Vimpelcom OJSC (“Vimpelcom”) (**) | | | | | | | | | | | | | | | | |
Telecommunications services | | | — | | | | 6,191 | | | | — | | | | 5,219 | |
Sales to other related parties | | | 684 | | | | 2,429 | | | | 297 | | | | 2,026 | |
| | | 7,993 | | | | 813,040 | | | | 3,560 | | | | 26,693 | |
| | | | | | | | | | | | | | | | |
| | Six months ended | | Three months ended |
Related party expenses | | 30 June 2020 | | 30 June 2019 | | 30 June 2020 | | 30 June 2019 |
Charges from Sofra | | | | | | | | | | | | | | | | |
Meal coupons and cards | | | 11,970 | | | | — | | | | 7,895 | | | | — | |
Charges from Telia Carrier | | | | | | | | | | | | | | | | |
Telecommunications services | | | 7,831 | | | | 2,868 | | | | 6,003 | | | | 2,438 | |
Charges from Kyivstar (**) | | | | | | | | | | | | | | | | |
Telecommunications services | | | — | | | | 40,210 | | | | — | | | | 22,146 | |
Charges from Vimpelcom (**) | | | | | | | | | | | | | | | | |
Telecommunications services | | | — | | | | 1,228 | | | | — | | | | 625 | |
Charges from other related parties | | | 743 | | | | 2,341 | | | | 399 | | | | 1,207 | |
| | | 20,544 | | | | 46,647 | | | | 14,297 | | | | 26,416 | |
(*) The share transfer of Fintur has been completed on 29 March 2019 to Sonera Holding, gain on sale of the associate, amounting to TL 772,436 has been recognized under profit from discounting operations in the consolidated financial statements.
(**) As of 18 June 2019 and thereafter, Kyivstar and Vimpelcom are not considered as related party.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
The Group’s ultimate parent company is Turkcell Holding, Subsidiaries, associates and a joint venture of the Company as at 30 June 2020 and 31 December 2019 are as follows:
| | | Effective Ownership Interest |
Subsidiaries | Country of | | 30 June | 31 December |
Name | Incorporation | Business | 2020 (%) | 2019 (%) |
Kibris Telekom | Turkish Republic of Northern Cyprus | Telecommunications | 100 | 100 |
Turkcell Global Bilgi | Turkey | Customer relations and human resources management | 100 | 100 |
Turktell | Turkey | Information technology, value added GSM services and entertainment investments | 100 | 100 |
Turkcell Superonline | Turkey | Telecommunications, television services and content services | 100 | 100 |
Turkcell Satis | Turkey | Sales, delivery and digital sales services | 100 | 100 |
Eastasia | Netherlands | Telecommunications investments | 100 | 100 |
Turkcell Teknoloji | Turkey | Research and development | 100 | 100 |
Global Tower | Turkey | Telecommunications infrastructure business | 100 | 100 |
Rehberlik | Turkey | Directory Assistance | 100 | 100 |
Lifecell Ventures | Netherlands | Telecommunications investments | 100 | 100 |
Beltel | Turkey | Telecommunications investments | 100 | 100 |
Turkcell Gayrimenkul | Turkey | Property investments | 100 | 100 |
Global LLC | Ukraine | Customer relations management | 100 | 100 |
UkrTower | Ukraine | Telecommunications infrastructure business | 100 | 100 |
Turkcell Europe | Germany | Telecommunications | 100 | 100 |
Turkcell Odeme | Turkey | Payment services and e-money license | 100 | 100 |
lifecell | Ukraine | Telecommunications | 100 | 100 |
Turkcell Finansman | Turkey | Consumer financing services | 100 | 100 |
Beltower | Republic of Belarus | Telecommunications Infrastructure business | 100 | 100 |
Turkcell Enerji | Turkey | Electricity energy trade and wholesale and retail electricity sales | 100 | 100 |
Paycell | Ukraine | Consumer financing services | 100 | 100 |
Lifecell Digital | Turkish Republic of Northern Cyprus | Telecommunications | 100 | 100 |
TÖFAŞ | Turkey | Interest free consumer financing services | 100 | 100 |
Turkcell Sigorta | Turkey | Insurance agency activities | 100 | 100 |
Yaani | Netherlands | Internet search engine and browser services | 100 | 100 |
Belarusian Telecom | Republic of Belarus | Telecommunications | 80 | 80 |
Lifetech | Republic of Belarus | Information technology, programming and technical support | 80 | 80 |
Inteltek | Turkey | Information and Entertainment Services | 55 | 55 |
Lifecell Dijital Servisler (1) | Turkey | Development and providing of digital services and products | 100 | - |
Lifecell Bulut (1) | Turkey | Cloud solutions services | 100 | - |
Lifecell TV (1) | Turkey | Online radio, television and on-demand streaming services | 100 | - |
Lifecell Müzik (1) | Turkey | Radio, television and on-demand streaming services | 100 | - |
| | | Effective Ownership Interest |
Associates | Country of | | 30 June | 31 December |
Name | Incorporation | Business | 2020 (%) | 2019 (%) |
Türkiye’nin Otomobili Girişim Grubu Sanayi ve Ticaret A.Ş. | Turkey | Electric passenger car development, production and trading activities | 19 | 19 |
| | | Effective Ownership Interest |
Joint Venture | Country of | | 30 June | 31 December |
Name | Incorporation | Business | 2020 (%) | 2019 (%) |
Sofra Kurumsal ve Ödüllendirme Hizmetleri A.Ş. | Turkey | Meal coupons and cards | 33 | 33 |
| | | | |
(1) On 28 February 2020, Lifecell Dijital Servisler, which will develop and provide digital services and products, was incorporated by Turktell, a subsidiary of the Group, under the laws of Republic of Turkey. On 21 April 2020, Lifecell Bulut, which will provide cloud solutions services, Lifecell TV, which will provide online radio, television and on-demand streaming services and Lifecell Müzik, which will provide radio, television and on-demand streaming services, were incorporated by Lifecell Dijital Servisler which is 100% owned by Turktell, a subsidiary of the Group.
TURKCELL ILETISIM HIZMETLERI AS
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
As at and for the six months ended 30 June 2020
(All amounts disclosed in the condensed consolidated interim financial statements and notes have been rounded off to the nearest thousand currency units and are expressed in Turkish Liras unless otherwise stated.)
According to the resolution of the General Assembly dated 6 July 2020, the trade name of TÖFAŞ is changed to Lifecell İletisim Teknolojileri ve Dijital Servisler Anonim Sirketi and its business activity is determined and announced as providing telecommunication services on 21 July 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| TURKCELL ILETISIM HIZMETLERI A.S.
| |
Date: August 14, 2020 | By: | /s/Helin Sinem Celikbilek | | |
| Name: Helin Sinem Celikbilek Title: Investor Relations Manager | |
| | | |
| TURKCELL ILETISIM HIZMETLERI A.S.
| |
Date: August 14, 2020 | By: | /s/Osman Yilmaz | | |
| Name: Osman Yilmaz Title: Finance - Chief Financial Officer | |
| | | |
| TURKCELL ILETISIM HIZMETLERI A.S.
| |
Date: August 14, 2020 | By: | /s/Kamil Kalyon | | |
| Name: Kamil Kalyon Title: Reporting Director | |