Quarterly Report • Jun 20, 2024
Quarterly Report
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01 January 2024 – 31 March 2024
"Strong Accumulation Innovative Technology"
| I. | ABOUT US3 |
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|---|---|---|
| II. | CAPITAL STRUCTURE4 |
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| III. | INFORMATION ON PRIVILEGED SHARES5 |
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| IV. | COMPANY MANAGEMENT AND EMPLOYEE INFORMATION6 |
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| V. | CORPORATE ACTIVITIES 8 |
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| VI. | FINANCIAL CONDITION OF THE COMPANY8 |
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| VII. | STOCK INFORMATION |
10 |
| VIII. | SOURCES OF FINANCE |
11 |
| IX. | AMENDMENTS IN THE COMPANY'S ARTICLES OF ASSOCIATION |
11 |
| X. | BENEFITING FROM THE GOVERNMENT PROMOTIONS |
17 |
| XI. | RESEARCH AND DEVELOPMENT ACTIVITIES |
17 |
| XII. | SUBSIDIARIES AND BRANCHES OF THE COMPANY |
17 |
| XIII. | OTHER ISSUES |
18 |
Fonet Information Technology A.Ş (The Company) is subject to the laws of the Republic of Türkiye, Capital Market Law, and the provisions of the Turkish Commercial Code relating to the establishment of joint stock companies. Therefore, it operates in accordance with the provisions contained in the Turkish Commercial Code and Capital Market Law especially the provisions contained in the articles of association of the company, and on the condition that it stays within the scope of business.
Accordingly, the main business issue of The Company is the "Information Technology Sector" and its activity is defined in detail in Article 3 titled purpose and subject of the articles of association.
| Trade Name | Fonet Bilgi Teknolojileri A.Ş. |
|---|---|
| Establishment Date | 10.01.2001 |
| Area of Activity | Software/Informatics |
| Paid – in Capital |
144.000.000 TL |
| Upper Limit of Registered Capital |
400.000.000 TL |
| Address | Kızılırmak Mahallesi 1445. Sokak No: 2B/1 The Paragon Tower Çankaya /ANKARA |
| Phone | +90 312 438 59 19 |
| Fax | +90 312 440 36 52 |
| Trade Registry No | 350735 |
| E-Mail Address | [email protected] |
| Website | www.fonetbt.com |
FONET; has been founded in 1997 to serve the IT healthcare sector. It is an IT company that turned into a limited liability Corporation in 2001 and then, turned into ajoint-stock company in 2011. It gives services turnkey projects in the Healthcare IT field which are related to Information Management Systems, System Integration, and Consultancy services. Despite healthcare information technology being the main activity subject of Fonet, it is also involved in different information technology projects with field expertise.
Within the scope of the transformation in the health sector in our country in the late 90s and early 2000s, we focused on the health sector in line with the use of information technologies in the health sector and having Health Institutions serving at international standards and started to produce solutions in this context. It follows improving technology and regarding regulations closely and it keeps itself updated. Fonet's aim is to reach all international standards in all hospitals which has been given service by Fonet in the healthcare informatics system field.
Developing advanced technology and also develop. In this way, we contribute to Turkey's economy and we intended to strengthen Turkey's position in the global marketplace.
To be a leader company in its sector that provides development and change with advanced technology in the information sector continuously increases value created for its customers, gives a quality service with knowledge of technology, professional team, entrepreneur, and customer-oriented approach.
The company, which has adopted the registered capital system, has set its registered authorized capital (upper limit) to 400.000.000 Turkish Liras until the year 2026 along with the permission of the Capital Markets Board.
The company's issued capital is 144.000.000,00 Turkish Liras which has been paid in full within the upper limit of registered capital.
The company started to be traded in Istanbul stock on May 04, 2017. Details of the shares that form the capital of the company, which has started trading in the BIST MAIN / BIST TECHNOLOGY / BIST INFORMATICS/ BIST ALL SHARES / BIST ALL SHARES-100 / BIST ANKARA /BIST PARTICIPATION ALL/ BIST 500 markets, are as shown in the table below;
| SHAREHOLDER | SHARE IN CAPITAL (TL) | RATIO IN CAPITAL (%) | VOTING RIGHT RATIO (%) |
|---|---|---|---|
| ABDÜLKERİM GAZEN | 55.217.999,16 | 38,35 | 65,32 |
| OTHER | 88.782.000,84 | 61,65 | 34,68 |
| TOTAL | 144.000.000,00 | 100 | 100 |
Each share in the General Assembly has 15 Voting Rights. If the company's Board of Directors consists of five members, two board members; consists of six or seven members, three board members; consists of eight or nine members, four board members of the Board of Directors (A) are elected by the General Assembly among the candidates to be determined by the shareholders.
If the shareholders of the group (A) does not nominate to the Board of directors, the election shall be held by the General Assembly within the framework of the Capital Markets legislation and the provisions of the Turkish commercial code.
Group (A) shares have the privilege to determine the members of the Board of Directors and also have the right to vote in the General Assembly.
Group (B) shares have no privileges.
At Ordinary and Extraordinary General Assembly Meetings (A) group shareholders have 15 voting rights for each share, (B) group shareholders have 1 voting rights for each one share.
The management and representation of the Company belong to the Board of Directors. The business and administration of the Company is carried out by 6 Members of the
Board of Directors elected by the General Assembly in accordance with the provisions of the Turkish Commercial Code. Members of the Board of Directors can be elected for a maximum of 3 years. The Board of Director Members whose term of office expires can be elected again.
The chairman of the Board of Directors is elected by the members of the Board of Directors that the (A) group of shareholders offer. The Members of The Board of Directors can also be The Members of The Board of Directors of the other companies.
The Members of The Board of Directors do not have activities within the scope of Prohibition of competing with the company through transactions on behalf of the company, itself, or others.
| NAME & SURNAME | ROLE | DUTY TERM |
|---|---|---|
| Abdülkerim GAZEN | Chair | 03.04.2022 - 29.03.2025 |
| Yasemin ŞAH | Vice Chair | 03.04.2022 - 29.03.2025 |
| Dr. Emre SEZGİN | Member | 03.04.2022 - 29.03.2025 |
| Daniel Anders Henrik WERNER | Member | 03.04.2022 - 29.03.2025 |
| Mahmut İBİŞ | Member | 03.04.2022 - 29.03.2025 |
| Nisabeyim GAZEN | Member | 03.04.2022 - 29.03.2025 |
| Prof. Dr. Muhammet Ali AKCAYOL | Independent Member | 10.05.2023 – 10.05.2026 |
| Dr. Ali ÖZÖN | Independent Member | 10.05.2023 – 10.05.2026 |
In order for the Board of Directors to perform its duties and responsibilities in a sound manner, Pursuant to Article 4.5 of the corporate governance communiqué no: II-17.1 of the Capital Markets Board, the Board of Directors has decided to create the "Audit Committee", "Early Detection of Risk Committee" and "Corporate Governance Committee" and determine job definitions; The board of Directors has decided not to establish a different "Nomination Committee" and "Compensation Committee", in place of this regarding committee's duties have been undertaken by the "Corporate Governance Committee".
The audit committee supervises the company's accounting system, public disclosure of financial information, independent audit, and the functioning and effectiveness of the company's internal control and internal audit system.
| NAME & SURNAME | ROLE | TITLE |
|---|---|---|
| Prof. Dr. Muhammet Ali AKCAYOL | Chairman of the Audit Committee | Independent Board Member |
| Dr. Ali ÖZÖN | Member of the Audit Committee | Independent Board Member |
Early Detection of Risk Committee; it is responsible for early identification of risks that may endanger the existence, development and continuation of the company, taking necessary measures regarding the identified risks, and carrying out activities to manage the risk and it reviews risk management systems. The committee evaluates the situation in its report to the board of directors every two months, points out the dangers, if any, and shows the remedies.
| NAME & SURNAME | ROLE | TITLE |
|---|---|---|
| Dr. Ali ÖZÖN | Early Detection of Risk Committee Chairman | Independent Board Member |
| Dr. Emre SEZGİN | Early Detection of Risk Committee Member | Board Member |
The corporate governance committee determines whether corporate governance principles are applied in the company, if not, its rationale and conflicts of interest that arise from not fully complying with these principles, and advises the board of directors to improve corporate governance practices and it supervises the work of the investor relations department.
| NAME & SURNAME | ROLE | TITLE |
|---|---|---|
| Prof. Dr. Muhammet Ali AKCAYOL |
Corporate Governance Committee Chairman |
Independent Board Member |
| Dr. Emre SEZGİN | Corporate Governance Committee Member Board Member | |
| Meltem KAVAK | Corporate Governance Committee Member Investor Relations Manager |
As of 31st March, 2024, the number of personnel is 498 and the distribution is as follows:
| EMPLOYEE DISTRIBUTION | NUMBER | |
|---|---|---|
| Administrative Staff | 13 | |
| R&D Staff |
126 | |
| Company Headquarters Total | 139 | |
| Techinical Staff * | 359 | |
| Total | 498 |
* Within the scope of the contracts, they are the personnel working in the hospitals related to the fixed-term employment contract.
In the relevant accounting period, there is no legal action taken for the benefit of the company, its parent company and its subsidiary, or its subsidiary with the guidance of the parent company, or any measures taken or avoided for the benefit of the parent partner or its subsidiary.
In the relevant accounting period, all of the commercial activities performed between both its controlling shareholder and its subsidiary were realized in accordance with market conditions. There are no administrative or judicial sanctions imposed on the company and its managers due to practices contrary to the provisions of the law. Detailed information on other activities that are conducted is summarized under "XIII other issues".
Budget objective has been attained.
| 31 March 2024 | 31 March 2023 | |
|---|---|---|
| CONTINUING OPERATIONS | ||
| Revenue | 100.724.092 | 70.715.798 |
| Cost of Sales (-) | -69.057.925 | -54.857.116 |
| GrossProfit(Loss)FromCommercial Operations |
31.666.167 | 15.858.682 |
| General Administrative Expenses (-) | -11.573.978 | -14.151.755 |
| Marketing Expenses (-) | -946.589 | -922.148 |
| Research and Development Expense (-) | -41.427 | -62.005 |
| Other Income from Operating Activities | 4.019.974 | 5.506.961 |
| Other Expenses from Operating Activities (-) | -1.949.238 | -848.533 |
| PROFIT (LOSS) FROM OPER. ACTIVITY (-) | 21.174.909 | 5.381.202 |
| Investment Activity Income | 21.523.741 | - |
| Investment Activity Costs | - | -48.296 |
| PROFIT (LOSS) BEF. FIN. INCOME (EXPENSE) | 42.698.680 | 5.332.906 |
| Finance Incomes | 373.184 | 431.567 |
| Finance Costs (-) | -2.403.670 | -159.820 |
| Monetary Loss / Gain due to Inflation | 1.093.404 | -5.806.239 |
| PROFIT (LOSS) FROM CONTINUING OPERATIONS, BEFORE TAX |
41.761.568 | -201.586 |
| Tax (Expense) Income, Continuing Ops. (-) | -34.786.193 | -15.004.532 |
| Current Income Tax Expense | - | - |
| Deferred Tax (Expense) Income (-) | -34.786.193 | -15.004.532 |
| PROFIT (LOSS) FROM CONTINUING OPS. | 6.975.375 | -15.206.118 |
| PROFIT (LOSS) | 6.975.375 | -15.206.118 |
| ASSETS | 31 March 2024 | 31December 2023 |
|---|---|---|
| Current Assets | 59.750.469 | 48.684.563 |
| Nun-Current Assets | 784.855.910 | 794.874.977 |
| TOTAL ASSETS | 844.606.379 | 843.559.540 |
| LIABILITIES | 31 March 2024 | 31 December 2023 |
| Current Liabilities | 45.606.106 | 59.046.673 |
| Non-Current Liabilities | 17.029.026 | 9.579.189 |
| Equity | 781.971.247 | 774.933.678 |
| 31 March 2024 | 31 December 2023 |
|---|---|
| 1,31 | 0,82 |
| 1,30 | 0,78 |
| 0,26 | 0,23 |
| 31 March 2024 | 31 December 2023 |
| 0,07 | 0,08 |
| 12,48 | 11,29 |
| 0,08 | 0,09 |
| 31 March 2024 | 31 December 2023 |
| 0,01 | 0,18 |
| 0,01 | 0,19 |
Public Offering Date: 27-28 April 2017 Total Equity: 144.000.000,00 TL (Nominal worth of each share is 1 TL). Free Float Rate: %61,65 StockMarketCode:FONET Code:TREFONT00028 Involving Group in Stock Market: BIST MAIN Involving Index: BIST ALL SHARES-100 / BIST ALL SHARES / BIST INFORMATICS / BIST TECHNOLOGY / BIST ANKARA / BIST MAIN /BIST PARTICIPATION ALL / BIST 500
The public offering date of the company's shares is 27-28 April 2017. The shares are started to be traded on Borsa Istanbul as of May 04, 2017. The market price of our company's shares is 21,34 TL as of March 31, 2024.
The finance sources of the company are its own equity and bank loans.
The Company's Articles of Association did not change during the period.
As a result of the evaluation made by the Ministry of Science, Industry and Technology Evaluation and Audit Commission, it was deemed appropriate to certify as R&DCenter. Thus, the company has been entitled to benefit from promotions and exemptions provided to R&D Centers within the scope of Law No. 5746.
Gaining R&D Center status, in addition to the fact that the company creates cost advantages in production activities, will increase cooperation with universities and other R&D institutions, this will clear the way for the company to focus its R&D efforts for the use of innovative and advanced technology and we believe that it will positively contribute to turnover and profitability by creating an important competitive advantage in the markets.
Within the scope of e-Transformation Information Management Systems in Health, e-Insurance Information Management Systems, Personal Health Record Information System and Hospital Information Management System (HIMS) projects running on Java-based Cloud Architecture R&D activities continue.
Pidata Information Technologies Inc. has been founded as a wholly-owned subsidiary by Fonet Information Technologies Inc. in 2018 to develop projects, other than HIMS and to realize other information technology investment targets.
We have three branches in Istanbul, Şanlıurfa and Hacettepe Teknokent and a liaison office in Stockholm, Sweden.
Üniversiteler Mahallesi 1596. Cad. Hacettepe Teknokent 6. Ar-Ge Binası E Blok Kat :5 No:29 Çankaya / ANKARA Phone: +90.312 438 59 19
Büyükdere Cad. Emlak Kredi BloklarıNo:33/4 Levent, İSTANBUL Phone: +90.212 284 18 61 Fax: +90 212 284 18 63
İpekyol Cad. No:12/1 ŞANLIURFA Phone: +90.414 312 72 52 Fax: +90.414 315 76 04
Klarabergsviadukten 70 D4, 111 64 Stockholm Sweden Phone: +46-8-506 36 194
After the end of the activity period, the particular importance issues that realized in the company and that may affect the rights of partners, creditors and other relevant persons and organizations are presented below for your information;
At the meeting of our Board of Directors dated on 22.05.2024;
To increase the authorized share capital from 400.000.000-TL to 2.500.000.000-TL and to extend our permit period until the end of 2028 by the Capital Markets Board,
To amend the authorized share capital in the annex of article 6 of our articles associated with the principles of the Registered Capital System Communiqué No. II-18.1 of the Capital Markets Board,
To apply to the Capital Markets Board and the Ministry of Commerce to obtain the necessary permits,
To submit the amendments to the articles of interest for the approval of the first held General Assembly
were decided. Our Company has applied to the Capital Markets Board on 22.05.2024.
The company has announced the following developments to the public between 1st January 2024 and 31st March 2024 through the "Public Disclosure Platform" (KAP):
In accordance with Article 8 titled " Extraordinary Price and Quantity Movements" of the Capital Markets Board's Communiqué on Material Events (II-15.1) regarding the extraordinary price and quantity movements realized on our Company's shares, our Company does not have any special condition that has not been disclosed to the public.
- 16.02.2024: The one-year Share Buyback Program initiated with the decision of our Board of Directors dated 16th February 2023 has ended as of today.
Between 16th February 2023 – 16th February 2024, a total of 900,790 shares were repurchased and the FONET shares owned by our Company reached a total of 2,012,290 shares (1.40% of the Company's capital) together with the shares acquired due to the 260% bonus issue made during this period. The details of the shares repurchased during the program are available in the table above. The transactions carried out within the scope of the 'Buy-Back Program' will be presented to the shareholders at the first General Assembly Meeting of our Company.
(Amount of shares acquired through bonus issue: 1,111,500 shares)
Adjustments have been made in the table of termination of repurchase transaction regarding the bonus issue of 260% made on 11th December 2023.
A total of 2,012,290 shares were repurchased and the process ended on 16.02.2024. The ratio of total repurchased shares to the capital is 1.40%. (The total amount of repurchased shares is specified by taking into account the amount of shares obtained due to the bonus issue).
Of these repurchased shares, 350,000 shares representing 0.24% of our Company's capital were sold on Istanbul Stock Exchange on 07.03.2024 at an average price of 58.60 TRY per share.
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