Interim / Quarterly Report • Aug 13, 2024
Interim / Quarterly Report
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PENTA TEKNOLOJİ ÜRÜNLERİ DAĞITIM TİCARET A.Ş.
CONVENIENCE TRANSLATION INTO ENGLISH OF THE 01.01.2024 - 30.06.2024 INTERIM REPORT
To the General Assembly of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş.
We have been assigned to the review whether the financial information in the review report of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. (the "Company") and its subsidiaries (collectively referred as the "Group") prepared as at 30 June 2024 is consistent with the reviewed interim condensed consolidated financial information. Management is responsible for the preparation of the semi-annual report. Our responsibility is to express a conclusion on whether the financial information provided in the semi-annual report is consistent with the reviewed interim condensed consolidated financial information on which we have expressed our conclusion dated 30 June 2024.
We conducted our review in accordance with the Standard on Review Engagements ("SRE") 2410 "Review on Interim Financial Information Performed by the Independent Auditor of the Entity". Our review includes the assessment as to whether the financial information included in the semi-annual report is consistent with the reviewed interim condensed consolidated financial statements and other explanatory notes. A review is substantially less in scope than an audit conducted in accordance with Independent Auditing Standards, the objective of which is to express an opinion on the financial statements. Consequently, a review on the semi-annual financial information does not provide assurance that the audit firm will be aware of all significant matters which would have been identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to conclude that the accompanying financial information included in the review report is not consistent, in all material respects, with the interim financial information and the information presented in the explanatory notes to interim condensed consolidated financial statements.
PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş.
Mert Tüten, SMMM Independent Auditor
Istanbul, 13 August 2024
| 1. | GENERAL INFORMATION, CAPITAL AND SHAREHOLDERS STRUCTURE 2 | |
|---|---|---|
| 2. | BOARD OF DIRECTORS AND SENIOR EXECUTIVES3 | |
| 3. | SECTORAL DEVELOPMENTS AND ACTIVITIES IN THE REPORTING PERIOD 3 | |
| 4. | EVENTS AFTER THE REPORTING PERIOD4 | |
| 5. | SUMMARY OF FINANCIAL INDICATORS4 | |
| 6. | ADMINISTRATIVE, LEGAL AND OTHER OPERATIONAL ISSUES 5 |
| Reporting Period | : 01.01.2024 – 30.06.2024 |
|---|---|
| Trade Name | : Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. |
| Trade Registration Number | : 492652 |
| Head Office Address | : Dudullu Organize Sanayi Bölgesi 4. Cadde No : 1 34775 Ümraniye/İSTANBUL |
| Phone Number | : (0216) 528 00 00 |
| Fax Number | : (0216) 415 23 27 |
| E-mail Address | : [email protected], [email protected] |
| Website | : www.penta.com.tr, yatirimci.penta.com.tr |
Principal activities of Penta Teknoloji Ürünleri Dağıtım Ticaret A.Ş. ("Penta Teknoloji" or the "Company") are distribution of computer, hardware and software goods. The Company purchases the trade goods from domestic and foreign suppliers and distributes them mostly to its domestic customers via its sales network. Total number of the Company's employees is 358 as of June 30, 2024.
The capital and shareholder structure as of 30.06.2024 is given below. Group A shares, held by Gözde Girişim Sermayesi Yatırım Ortaklığı A.Ş. ("Gözde GSYO A.Ş.") are privileged shares and their only privilege is the privilege of nominating candidates for members of the Board of Directors.
| Shareholder | Share Group |
Share Capital (TL) |
Share Capital (%) |
|---|---|---|---|
| A | 106.418.079 | 27,04 | |
| Gözde GSYO A.Ş. | B | 20.335.752 | 5,17 |
| Mustafa Ergün | B | 38.388.956 | 9,76 |
| Bülent Koray Aksoy | B | 27.617.870 | 7,02 |
| Mürsel Özçelik | B | 27.611.870 | 7,02 |
| Sinan Güçlü | B | 27.314.492 | 6,94 |
| Other | B | 145.828.981 | 37,05 |
| Total Capital | 393.516.000 | 100,00 |
The details of subsidiaries as are given below.
| Subsidiary Name | Place of Incorporation and Operation |
Proportion of Ownership |
|---|---|---|
| Commonwealth Finance Investment Ltd. | British Virgin Islands | 100,00% |
| Penta International B.V. | Netherlands | 100,00% |
The Company is represented and managed by a 6-member Board of Directors, determined by the General Assembly. Most of the Board Members are non-executive members. Only one member is an executive member. Non-executive Board Members do not have any administrative duties in the Company, other than their Board memberships, and do not interfere in the Company's daily work flow and ordinary operations.
| Name | Title |
|---|---|
| Mehmet TÜTÜNCÜ | Chairman of the Board of Directors |
| Ali ÜLKER | Vice Chairman of the Board of Directors |
| Mürsel ÖZÇELİK | Executive Member of the Board of Directors |
| Erman KALKANDELEN | Member of the Board of Directors |
| Aytaç Saniye MUTLUGÜLLER | Independent Member of the Board of Directors |
| Fatma Pınar ILGAZ | Independent Member of the Board of Directors |
In accordance with the Turkish Commercial Code ("TCC"), the Capital Markets Board regulations and the provisions of the Articles of Association; the Board of Directors is authorized to take all decisions except those that fall within the jurisdiction of the General Assembly.
However, if such matters fall within the scope of a significant transaction pursuant to the Capital Markets Board's Corporate Governance Principles regulation, action is taken within the framework required by the aforementioned regulation. The Corporate Governance Principles, which are mandatory to be implemented by the Capital Markets Board, are complied with.
| Name | Title |
|---|---|
| Mehmet Fatih ERÜNSAL | General Manager |
| Eren MANTAŞ | Chief Financial Officer |
| Yasemin BUDAK | Digital Transformation and Operations Director |
| Bülent KÖKEN | Sales Director |
| Arda SERİM | Business Development and Marketing Director |
A slowdown was observed in the sector in the second quarter of 2024. Consequently, net sales in US Dollars in the second quarter of the year decreased by approximately 16% compared to the same period of the previous year. In terms of Turkish Lira, net sales increased by approximately 32% in the second quarter of the year compared to the same period of the previous year due to the rise in the exchange rate. In the first quarter of 2024, a distributorship agreement was signed with Lexar brand, which offers solutions that provide the performance and reliability required to make the most of computers and other digital devices with its drives and memories. In the second quarter, the company became the sole authorized distributor in Türkiye for the products of the Sparkle brand, which offers high-performance and durable products in the graphics card category.
None.
| (Turkish Lira) | (Turkish Lira) | (US Dollar) | (US Dollar) | |
|---|---|---|---|---|
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Current Assets | 8.073.918.923 | 7.815.174.941 | 245.959.597 | 265.477.337 |
| Non-Current Assets | 338.950.934 | 247.339.286 | 10.325.622 | 8.401.984 |
| TOTAL ASSETS | 8.412.869.857 | 8.062.514.227 | 256.285.219 | 273.879.321 |
| 30.06.2024 | 31.12.2023 | 30.06.2024 | 31.12.2023 | |
| Current Liabilities | 5.388.706.910 | 5.428.899.406 | 164.158.718 | 184.416.826 |
| Non-Current Liabilities | 100.128.379 | 89.486.888 | 3.050.258 | 3.039.826 |
| Equity | 2.924.034.568 | 2.544.127.933 | 89.076.243 | 86.422.669 |
| TOTAL LIABILITIES AND EQUITY | 8.412.869.857 | 8.062.514.227 | 256.285.219 | 273.879.321 |
| (Turkish Lira) 01.01.2024 - 30.06.2024 |
(Turkish Lira) 01.01.2023 - 30.06.2023 |
(US Dollar) 01.01.2024 - 30.06.2024 |
(US Dollar) 01.01.2023 - 30.06.2023 |
|
|---|---|---|---|---|
| Revenue | 10.808.610.937 | 7.186.013.507 | 342.706.203 | 364.629.739 |
| Cost of Sales (-) | (10.044.234.445) | (6.660.612.886) | (318.470.289) | (337.970.077) |
| GROSS PROFIT | 764.376.492 | 525.400.621 | 24.235.914 | 26.659.662 |
| General Administrative Expenses (-) | (142.130.724) | (63.604.394) | (4.506.507) | (3.227.388) |
| Marketing, Sales and Distribution Expenses (-) | (238.745.341) | (111.071.356) | (7.569.845) | (5.635.937) |
| Other Income From Operating Activities | 8.058.844 | 16.643.586 | 255.520 | 844.522 |
| Other Expenses From Operating Activities (-) | (95.656.336) | (84.063.018) | (3.032.954) | (4.265.491) |
| OPERATING PROFIT | 295.902.935 | 283.305.439 | 9.382.128 | 14.375.368 |
| Income From Investing Activities | 27.890.946 | 20.036.346 | 884.332 | 1.016.676 |
| Finance Income | 88.152 | 247.292 | 2.795 | 12.548 |
| Finance Expenses (-) | (214.336.394) | (88.524.741) | (6.795.916) | (4.491.886) |
| PROFIT BEFORE TAX | 109.545.639 | 215.064.336 | 3.473.339 | 10.912.706 |
| Tax Expense From Continuing Operations (-) | (25.854.568) | (168.487.986) | (819.765) | (8.549.348) |
| Current Tax Expense (-) | (83.498.998) | (122.711.787) | (2.647.484) | (6.226.591) |
| Deferred Tax Income / (Expense) | 57.644.430 | (45.776.199) | 1.827.719 | (2.322.757) |
| PROFIT FOR THE YEAR | 83.691.071 | 46.576.350 | 2.653.574 | 2.363.358 |
| 30.06.2024 | 30.06.2023 | |
|---|---|---|
| Gross Profit Margin (%) | 7,1% | 7,3% |
| Operating Profit Margin (%) (*) | 3,5% | 4,9% |
| Net Profit Margin (%) | 0,8% | 0,6% |
| EBITDA Margin (%) | 3,9% | 5,1% |
(*) Before other income / expenses from operations.
The amount of the sales and purchase transactions of the Company with the related parties is less than 1% of the Company's total sales. Details of transactions with related parties are included in note 4 of the independently audited consolidated financial statements report as of June 30, 2024.
The key management personnel of the Company consist of board members, the general manager and the directors. The sum of wages and similar benefits paid to top management as of June 30, 2024 is TL 22.903.290.
The amount of donations made in 2024 is TL 10.200.
No material lawsuits were filed against the Company during the period. There are no administrative and/or judicial sanctions against the Company and the members of the management. There has been no transaction or competition situation that may cause a conflict of interest with the company or its subsidiaries, of the shareholders holding the management dominance, the Members of the Board of Directors, senior managers and their spouses and close relatives including relatives-in-law up to the second degree.
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